SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 3
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 12, 1996
DATAWATCH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-19960 02-0405716
(State or other (Commission file (I.R.S. Employer
jurisdiction of number) Identification No.)
incorporation or
organization)
234 Ballardvale Street, Wilmington, MA 01887
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (508) 988-9700
No change since last report
(Former name or address, if changed since last report)
<PAGE>
The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of
its Current Report on Form 8-K dated March 12, 1996 as set
forth in the pages attached hereto:
(1) Item 7. Financial Statements and Exhibits
(2) Exhibit Index
(3) Filing of Additional Exhibits
Datawatch Corporation (the "Company") hereby amends its
Current Report on Form 8-K dated March 12, 1996, as amended
by Amendment No. 1 on Form 8 K/A on April 30, 1996 and by
Amendment No. 2 on Form 8 K/A on May 3, 1996 (as amended,
the "Current Report"), by deleting Item 7(a) and Item 7(c)
of the Current Report and replacing it with the following
new Item 7(a) and 7(c) so that as so amended said Item 7(a)
and 7(c) shall read in its entirety as follows:
(1) Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The following audited financial statements of
WorkGroup Systems Limited for the nine months
ended September 30, 1995, together with the
manually signed Auditors' Report of Deloitte &
Touche, Chartered Accountants and Registered
Auditors for the nine months ended September 30,
1995, are filed as Exhibit 99.2 of this report and
incorporated herein by reference:
Comparative Consolidated Profit and Loss
Account for the nine months ended September 30,
1995 and the year ended December 31, 1994
Comparative Consolidated Cash Flow Statement
for the nine months ended September 30, 1995
and the year ended December 31, 1994
Notes to the Accounts
The following audited financial statements of
WorkGroup Systems Limited for the years ended
December 31, 1994 and 1993, together with the
manually signed Auditors' Report of Coopers &
Lybrand, Chartered Accountants and Registered
Auditors for the year ended December 31, 1994, are
filed as Exhibit 99.3 of this report and
incorporated herein by reference:
Comparative Consolidated Profit and Loss
Account for the years ended December 31, 1994
and 1993
<PAGE>
Comparative Consolidated Cash Flow Statement
for the years ended December 31, 1994 and 1993
Notes to the Accounts
The manually signed Auditor's Report of
Blinkhorns, Chartered Accountants and Registered
Auditors relating to the audited financial
statements of WorkGroup Systems Limited for the
year ended December 31, 1993 (as restated) is
filed as Exhibit 99.4 of this report and
incorporated herein by reference.
(c) Exhibits
*2.1 Share Sale and Purchase Agreement, dated
March 12, 1996, by and between Datawatch
Corporation and the individuals and
entities named on Schedule 1 contained
therein, who constitute the holders of
all of the outstanding share capital
stock of WorkGroup Systems Limited.
***23.1 Consent of Deloitte & Touche, Chartered
Accountants and Registered Auditors
***23.2 Consent of Coopers & Lybrand, Chartered
Accountants and Registered Auditors
23.3 Consent of Blinkhorns, Chartered
Accountants and Registered Auditors
**99.1 The following unaudited combined pro
forma financial statements:
Unaudited Pro Forma Combined Balance
Sheet at December 31, 1995
Unaudited Pro Forma Combined
Statement of Operations for the year
ended September 30, 1995
Unaudited Pro Forma Combined
Statement of Operations for the
three months ended December 31, 1995
Unaudited Pro Forma Combined
Statement of Operations for the
three months ended December 31, 1994
<PAGE>
Notes to Pro Forma Financial Statements
99.2 The following audited financial
statements of WorkGroup Systems Limited
for the nine months ended September 30,
1995, together with the manually signed
Auditors' Report of Deloitte & Touche,
Chartered Accountants and Registered
Auditors for the nine months ended
September 30, 1995:
Comparative Consolidated Profit and
Loss Account for the nine months
ended September 30, 1995 and the
year ended December 31, 1994
Comparative Consolidated Cash Flow
Statement for the nine months ended
September 30, 1995 and the year
ended December 31, 1994
Notes to the Accounts
***99.3 The following audited financial
statements of WorkGroup Systems Limited
for the yeas ended December 31, 1994 and
1993, together with the manually signed
Auditors' Report of Coopers & Lybrand,
Chartered Accountants and Registered
Auditors for the year ended December 31,
1994:
Comparative Consolidated Profit and
Loss Account for the years ended
December 31, 1994 and 1993
Comparative Consolidated Cash Flow
Statement for the years ended
December 31, 1994 and 1993
Notes to the Accounts
99.4 The manually signed Auditor's Report of
Blinkhorns, Chartered Accountants and
Registered Auditors relating to the
audited financial statements of WorkGroup
Systems Limited for the year ended
December 31, 1993 (as restated).
_____________________
*Previously filed with the Company's Current
Report on Form 8-K dated March 12, 1996 filed
on March 26, 1996.
**Previously filed with Amendment No. 1 on
Form 8-K/A to the Company's Current Report on
Form 8-K dated March 12, 1996 filed on April 30,
1996.
***Previously filed with Amendment No. 2 on Form
8-K/A to the Company's Current Report on Form
8-K dated March 12, 1996 filed on May 3, 1996.
<PAGE>
(2) Exhibit Index.
The Company hereby amends its Current Report by adding
the following information to the Exhibit Index in the
Current Report.
Exhibit
Number Exhibit
2.1 Share Sale and Purchase Agreement, dated
March 12, 1996, by and between Datawatch
Corporation and the individuals and
entities named on Schedule 1 contained
therein, who constitute the holders of all
of the outstanding share capital stock of
WorkGroup Systems Limited.
***23.1 Consent of Deloitte & Touche, Chartered
Accountants and Registered Auditors
***23.2 Consent of Coopers & Lybrand, Chartered
Accountants and Registered Auditors
23.3 Consent of Blinkhorns, Chartered Accountants
and Registered Auditors
**99.1 The following unaudited combined pro forma
financial statements:
Unaudited Pro Forma Combined Balance
Sheet at December 31, 1995
Unaudited Pro Forma Combined Statement
of Operations for the year ended
September 30, 1995
Unaudited Pro Forma Combined Statement
of Operations for the three months
ended December 31, 1995
Unaudited Pro Forma Combined Statement
of Operations for the three months
ended December 31, 1994
Notes to Pro Forma Financial Statements
***99.2 The following audited financial statements
of WorkGroup Systems Limited for the nine
months ended September 30, 1995, together
with the manually signed Auditors' Report
of Deloitte & Touche, Chartered Accountants and
Registered Auditors for the nine months ended
September 30, 1995:
<PAGE>
Comparative Consolidated Profit and
Loss Account for the nine months ended
September 30, 1995 and the year ended
December 31, 1994
Comparative Consolidated Cash Flow
Statement for the nine months ended
September 30, 1995 and the year ended
December 31, 1994
Notes to the Accounts
***99.3 The following audited financial statements
of WorkGroup Systems Limited for the years
ended December 31, 1994 and 1993, together
with the manually signed Auditors' Report
of Coopers & Lybrand, Chartered Accountants
and Registered Auditors for the year ended
December 31, 1994:
Comparative Consolidated Profit and
Loss Account for the years ended
December 31, 1994 and 1993
Comparative Consolidated Cash Flow
Statement for the years ended December
31, 1994 and 1993
Notes to the Accounts
99.4 The manually signed Auditor's Report of
Blinkhorns, Chartered Accountants and
Registered Auditors relating to the
audited financial statements of WorkGroup
Systems Limited for the year ended
December 31, 1993 (as restated).
_____________________
*Previously filed with the Company's Current Report on Form
8-K dated March 12, 1996 filed on March 26, 1996.
**Previously filed with Amendment No. 1 on Form 8-K/A to
the Company's Current Report on Form 8-K dated March 12,
1996 filed on April 30, 1996.
***Previously filed with Amendment No. 2 on Form 8-K/A to
the Company's Current Report on Form 8-K dated March 12,
1996 filed on May 3, 1996.
<PAGE>
(3) Filing of Additional Exhibits.
The Company hereby amends its Current Report by filing
the additional exhibits attached hereto and as listed in (2)
above.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
DATAWATCH CORPORATION
By: /s/Bruce R. Gardner
Bruce R. Gardner
Executive Vice President
Dated: May 23, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
*2.1 Share Sale and Purchase Agreement, dated
March 12, 1996, by and between Datawatch
Corporation and the individuals and
entities named on Schedule 1 contained
therein, who constitute the holders of all
of the outstanding share capital stock of
WorkGroup Systems Limited.
***23.1 Consent of Deloitte & Touche, Chartered
Accountants and Registered Auditors
***23.2 Consent of Coopers & Lybrand, Chartered
Accountants and Registered Auditors
23.3 Consent of Blinkhorns, Chartered Accountants
and Registered Auditors
**99.1 The following unaudited combined pro forma
financial statements:
Unaudited Pro Forma Combined Balance
Sheet at December 31, 1995
Unaudited Pro Forma Combined Statement
of Operations for the year ended
September 30, 1995
Unaudited Pro Forma Combined Statement
of Operations for the three months
ended December 31, 1995
Unaudited Pro Forma Combined Statement
of Operations for the three months
ended December 31, 1994
Notes to Pro Forma Financial Statements
***99.2 The following audited financial statements
of WorkGroup Systems Limited for the nine
months ended September 30, 1995, together
with the manually signed Auditors' Report
of Deloitte & Touche, Chartered Accountants
and Registered Auditors for the nine months
ended September 30, 1995:
Comparative Consolidated Profit and
Loss Account for the nine months ended
September 30, 1995 and the year ended
December 31, 1994
<PAGE>
Comparative Consolidated Cash Flow
Statement for the nine months ended
September 30, 1995 and the year ended
December 31, 1994
Notes to the Accounts
***99.3 The following audited financial statements
of WorkGroup Systems Limited for the years
ended December 31, 1994 and 1993, together
with the manually signed Auditors' Report
of Coopers & Lybrand, Chartered Accountants
and Registered Auditors for the year ended
December 31, 1994:
Comparative Consolidated Profit and
Loss Account for the years ended
December 31, 1994 and 1993
Comparative Consolidated Cash Flow
Statement for the years ended December
31, 1994 and 1993
Notes to the Accounts
99.4 The manually signed Auditor's Report of
Blinkhorns, Chartered Accountants and
Registered Auditors relating to the
audited financial statements of WorkGroup
Systems Limited for the year ended
December 31, 1993 (as restated).
_____________________
*Previously filed with the Company's Current Report on Form
8-K dated March 12, 1996 filed on March 26, 1996.
**Previously filed with Amendment No. 1 on Form 8-K/A to
the Company's Current Report on Form 8-K dated March 12,
1996 filed on April 30, 1996.
***Previously filed with Amendment No. 2 on Form 8-K/A to
the Company's Current Report on Form 8-K dated March 12,
1996 filed on May 3, 1996.
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 33-65786 on Form S-8 and Post-Effective
Amendment No. 3 on form S-3 to Registration Statement
No. 33-46290 on Form S-1 of Datawatch Corporation of our
report dated May 20, 1996, appearing in this Form 8-K/A
Amendment No. 3 to the Form 8-K Current Report dated May 20,
1996.
/s/ Blinkhorns
BLINKHORNS
20 May 1996
<PAGE>
EXHIBIT 99.4
AUDITORS' REPORT
TO THE MEMBERS OF WORKGROUP SYSTEMS LIMITED
We have audited the financial statements of WorkGroup
Systems Limited for the year ended December 31, 1993 (as
restated) appearing in the Datawatch Corporation Form 8-K/A
Amendment No. 2.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The Company's directors are responsible for the preparation
of financial statements. It is our responsibility to form
an independent opinion, based on our audit, on those
statements and to report our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing
Standards issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant
to the amounts and disclosures in the financial statements.
It also includes an assessment of the significant estimates
and judgements made by the directors in the preparation of
the financial statements, and of whether the accounting
policies are appropriate to the company's and the group's
circumstances, consistently applied and adequately
disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary
in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion, we also
evaluated the overall adequacy of the presentation of
information in the financial statements.
OPINION
In our opinion the financial statements (as restated) give a
true and fair view of the state of the affairs of the
company and the group as at 31 December 1993 and of the loss
of the group for the year then ended and have been properly
prepared in accordance with the Companies Act 1985.
/s/ Blinkhorns
Blinkhorns
Registered Auditors
14/16 Great Portland Street
London W1N 6BL
20 May 1996
