SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 1997
COLOROCS INFORMATION TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
Georgia 0-14392 58-1482573
(State of incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
5600 Oakbrook Parkway, Suite 260, Norcross, Georgia 30093-1843
(Address of principal executive offices, including zip code)
(770) 447-3570
(Registrant's telephone number, including area code)
Page 1 of 8
Exhibit Index on page 3
<PAGE>
Item 5. Other Events.
As previously reported in Item 2 of the registrant's Current
Report on Form 8-K (Date of Report: May 9, 1997), NetChannel, Inc.
("NetChannel"), a privately held company based in South San Francisco,
California, on May 9, 1997 purchased from the registrant's majority
owned subsidiary, ViewCall America, Inc. ("VCA"), substantially all of
the assets and assumed most of the liabilities of VCA in exchange for
555,556 shares of NetChannel convertible preferred stock. In
addition, NetChannel issued 3,144,280 shares of convertible preferred
stock to the registrant in consideration of advances made by the
registrant to VCA and all liens over VCA assets possessed by the
registrant.
On May 1, 1997 the registrant sold to SC Distribution, Inc., a
privately held company based in Norcross, Georgia, substantially all
of the assets of its color copying and printing business in exchange
for the assumption of certain liabilities as well as a portion of the
revenues from the future sale of certain color printers.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(b) Pro Forma Financial Information.
The unaudited pro forma financial information required by
Item 7(b) relative to the disposition of substantially all
of the assets and liabilities of VCA described in Item 2 of
the registrant's Current Report on Form 8-K (Date of Report:
May 9, 1997) is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
(c) Exhibits
Exhibit No. Description
99.1 Pro Forma Financial Information
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act or
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized, on December 1, 1997.
Colorocs Information Technologies, Inc.
(Registrant)
By: / s / Rudolph P. Russo
Rudolph P. Russo
Chairman and Chief Executive Officer
By: / s / Alan Catherall
Alan Catherall
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
99.1 Pro Forma Financial Information 4
<PAGE>
EXHIBIT 99.1
PRO FORMA FINANCIAL INFORMATION
The Unaudited Pro Forma Statements of Operations are based on the
historical financial statements of the registrant, adjusted to give
effect to the following as if it had occurred on January 1, 1996: (i)
the disposition of the VCA assets and assumption of the VCA
liabilities (ii) the disposition of the color copying and printing
business. The Unaudited Pro Forma Balance Sheet as of March 31, 1997
is based on the historical financial statements of the registrant,
adjusted to give effect to (i) the disposition of the VCA assets and
(ii) the disposition of the color copying and printing assets as if
the transactions had occurred on March 31, 1997. In the opinion of
management, they include all material adjustments necessary to
reflect, on a pro forma basis, the impact of such transactions.
The Unaudited Pro Forma Financial Information should be read in
conjunction with the registrant's historical consolidated financial
statements filed previously with the Commission. The Pro Forma
Financial Information does not purport to represent what the
registrant's results of operations or financial position would have
been had such transactions actually occurred on any of the dates set
forth above or to project the registrant's results of operations or
financial position for any future period.
<PAGE>
<TABLE>
Colorocs Information Technologies, Inc., and Subsidiary
Unaudited Pro Forma Balance Sheet
As of March 31, 1997
Disposition of Disposition of
March 31, 1997 VCA Copying & Printing March 31, 1997
(Note 1) (Note 2) Pro-forma
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents 25,618 -- -- 25,618
Marketable securities 29,969 -- -- 29,969
Accounts receivable 352,340 -- 52,357 299,983
Inventories 125,065 -- 109,106 15,959
Prepaid assets 166,089 15,911 -- 150,178
---------- --------- ------- ----------
Total current assets 699,081 15,911 161,463 521,707
LONG TERM ASSETS
Property and equipment, net 1,094,281 1,052,186 -- 42,095
Deposits 6,516 -- -- 6,516
Investment in ViewCall Europe 250,000 250,000 -- --
Investment in NetChannel -- (218,253) -- 218,253
Investment in ViewCall Canada 1,529 1,529 -- --
Other assets 161,030 293,721 -- (132,691)
Goodwill and Intangible Assets 975,161 802,871 -- 172,290
---------- --------- ------- ----------
Total long term assets 2,488,517 2,182,055 -- 306,462
Total assets 3,187,598 2,197,966 161,463 828,169
========== ========= ======= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Account payable and accrued expenses 3,026,109 2,031,482 161,463 833,164
Note payable to director/shareholder 500,000 -- -- 500,000
Short term borrowings from bank 2,110,050 -- -- 2,110,050
Deferred licensing income 257,358 -- -- 257,358
---------- --------- ------- ----------
Total current liabilities 5,893,517 2,031,482 161,463 3,700,572
LONG TERM LIABILITIES
Deferred licensing income 875,000 -- -- 875,000
Minority interest 117,500 117,500 -- --
---------- --------- ------- ----------
Total long term liabilities 992,500 117,500 -- 875,000
STOCKHOLDERS' EQUITY
Common stock, no par value 1,802,738 -- -- 1,802,738
Additional paid-in capital 1,353,039 -- -- 1,353,039
Retained deficit (6,854,196) 48,984 -- (6,903,180)
---------- --------- ------- ----------
Total stockholders' equity (3,698,419) 48,984 -- (3,747,403)
Total liabilities and
stockholders' equity 3,187,598 2,197,966 161,463 828,169
========== ========= ======= ==========
</TABLE>
<PAGE>
<TABLE>
Colorocs Information Technologies, Inc., and Subsidiary
Unaudited Pro Forma Consolidated Statement of Operations
Three Months Ended March 31, 1997
Disposition of Disposition of Three Months Ended
Three Months Ended VCA Assets Copying & Printing March 31, 1997
March 31, 1997 (Note 1) (Note 2) Pro forma
<S> <C> <C> <C> <C>
REVENUES 405,615 -- 151,006 254,609
OPERATING EXPENSES
COST OF REVENUES 531,274 389,603 95,958 45,712
RESEARCH AND DEVELOPMENT 1,062,546 1,023,548 -- 38,998
SALES AND MARKETING 528,916 426,350 11,989 90,577
GENERAL AND ADMINISTRATIVE 770,236 536,866 132,213 101,157
---------- ---------- ------- -------
TOTAL OPERATING EXPENSES 2,892,972 2,376,368 240,160 276,444
OPERATING INCOME (2,487,357) (2,376,368) (89,154) (21,835)
OTHER (EXPENSE) INCOME (40,010) (29,955) (10,544) 489
---------- ---------- ------- -------
NET (LOSS) INCOME (2,527,367) (2,406,323) (99,698) (21,346)
========== ========== ======= =======
</TABLE>
<PAGE>
<TABLE>
Colorocs Information Technologies, Inc., and Subsidiary
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 1996
Disposition of Disposition of
December 31, 1996 VCA Assets Copying & Printing December 31, 1996
(Note 1) (Note 2) Pro forma
<S> <C> <C> <C> <C>
REVENUES 2,863,448 868,510 1,080,403 914,535
OPERATING EXPENSES
COST OF REVENUES 2,553,173 1,376,340 754,034 422,799
RESEARCH AND DEVELOPMENT 3,208,183 3,046,302 -- 161,881
SALES AND MARKETING 2,101,773 1,700,917 98,783 302,073
GENERAL AND ADMINISTRATIVE 2,884,545 1,526,219 1,019,221 339,105
---------- ---------- --------- --------
TOTAL OPERATING EXPENSES 10,747,674 7,649,778 1,872,038 1,225,857
OPERATING INCOME (7,884,226) (6,781,268) (791,636) (311,322)
GAIN (LOSS) ON INVESTMENT
OTHER (EXPENSE) INCOME (98,764) (262,403) 3,661 159,978
---------- ---------- --------- ---------
NET INCOME BEFORE MINORITY INTEREST (7,982,990) (7,043,672) (787,974) (151,344)
MINORITY INTEREST 822,500 700,000 122,500 --
---------- ---------- --------- ---------
NET INCOME (7,160,490) (6,343,672) (665,474) (151,344)
========== ========== ========= =========
</TABLE>
<PAGE>
Colorocs Information Technologies, Inc. and Subsidiary
Notes to Unaudited Pro Forma Consolidated Financial Statements
March 31, 1997 and December 31, 1996
1. Disposition of VCA
The amounts shown reflect the elimination of all tangible and
intangible assets and liabilities of VCA and record a $48,984 gain
upon disposition.
2. Disposition of Copying and Printing Assets and Liabilities
The amounts shown reflect the elimination of all tangible and
intangible assets and liabilities of the color copying and
printing business and record neither a gain nor a loss upon
disposition.
