SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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): October 9, 1997
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
incorporation or No.)
organization)
234 Ballardvale Street, Wilmington, MA 01887
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (978) 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 October 9, 1997 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 October 9, 1997 (the "Current
Report") by deleting Item 7(b) and Item 7(c) of the Current
Report and replacing it with the following new Items 7(b) and
7(c) so that as so amended said Items 7(b) and 7(c) shall read in
their entirety as follows:
(1) Item 7. Financial Statements and Exhibits.
(b) Unaudited Pro Forma Consolidated Financial Information
On October 9, 1997, the Company sold (the "Sale") its
Macintosh-based Virex anti-virus and netOctopus network
management software products and certain assets
(exclusive of accounts receivable outstanding as of the
closing date) relating to these Macintosh products
(collectively, the "Macintosh Business") in exchange
for $16,750,000 in cash plus the assumption of certain
liabilities relating to the Macintosh Business. The
unaudited pro forma condensed consolidated balance
sheet as of June 30, 1997 gives effect to the Sale as
if it had been consummated on June 30, 1997 and the
unaudited pro forma condensed consolidated statements
of operations for the nine months ended June 30, 1997
and the year ended September 30, 1996 give effect to
the Sale as if it had been consummated on October 1,
1995.
In the opinion of management, all adjustments necessary
to fairly present this pro forma information have been
made.
The accompanying unaudited pro forma consolidated
financial statements, which are filed as Exhibit 99.1
to this report and incorporated herein by reference,
should be read in conjunction with the unaudited
statements included in the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1997, and the audited
statements in the Company's Annual Report of Form 10-K for the
period ended September 30, 1996. The pro forma information is
not necessarily indicative of the results that would have been
reported had the Sale occurred on the dates indicated, nor is it
indicative of the Company's future results.
<PAGE>
(c) Exhibits.
*2.1 Asset Purchase Agreement, dated October 9,
1997, among Datawatch Corporation, Pole Position
Software GmbH, and Dr Solomon's Software, Inc.
*2.2 Escrow Agreement dated October 9, 1997, among
Datawatch Corporation, Dr Solomon's Software, Inc.
and State Street Bank and Trust Company.
99.1 The following unaudited pro forma condensed
consolidated financial statements:
Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of June 30, 1997
Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the year ended
September 30, 1996
Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the nine months ended
June 30, 1997
Notes to Unaudited Pro Forma Condensed
Financial Statements
_______________________
* Previously filed with the Company's Current Report
on Form 8-K dated October 9, 1997 filed on October
24, 1997.
<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 Exhibit
Number
99.1 The following unaudited pro forma condensed
consolidated financial statements:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of June 30, 1997
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended September 30, 1996
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended June 30, 1997
Notes to Unaudited Pro Forma Condensed Financial Statements
(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
President and Chief Executive Officer
Dated: December 22, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
*2.1 Asset Purchase Agreement, dated October 9, 1997,
among Datawatch Corporation, Pole Position
Software GmbH, and Dr Solomon's Software, Inc.
*2.2 Escrow Agreement dated October 9, 1997, among
Datawatch Corporation, Dr Solomon's Software,
Inc. and State Street Bank and Trust Company.
99.1 The following unaudited pro forma condensed
consolidated financial statements:
Unaudited Pro Forma Condensed
Consolidated Balance Sheet as
of June 30, 1997
Unaudited Pro Forma Condensed
Consolidated Statement of Operations for
the year ended September 30, 1996
Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the nine months
ended June 30, 1997
Notes to Unaudited Pro Forma Condensed
Financial Statements
_____________________________
* Previously filed with the Company's Current Report on Form 8-K
dated October 9, 1997 filed on October 24, 1997.
EXHIBIT 99.9
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DATAWATCH CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1997
Company
Company as Effect of Pro Forma
reported Transaction Consolidated
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents $1,503,206 $16,750,000 (a) $18,253,206
Short-term investments 496,399 - 496,399
Accounts receivable-net 7,831,542 (274,857) (a) 7,556,685
Inventories 857,977 (98,480) (a) 759,497
Prepaid advertising & other 2,082,129 (297,334) (a) 1,784,795
expenses
Total current assets 12,771,253 16,079,329 28,850,582
PROPERTY & EQUIPMENT, NET 2,003,785 (158,804) 1,844,981
OTHER ASSETS, NET 316,696 (187,907) (a) 128,789
EXCESS OF COST OVER NET ASSETS
OF ACQUIRED COMPANIES 1,571,480 (321,209) (a) 1,250,271
TOTAL ASSETS $16,663,214 $15,411,409 $32,074,623
LIABILITIES & SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,130,733 $ - $ 3,130,733
Accrued expenses 1,468,634 3,997,207 (a),(b) 5,465,841
Deferred revenue 2,017,451 (421,716) (a) 1,595,735
Current portion of long-term
debt 397,260 (18,352) (a) 378,908
Total current liabilities 7,014,078 3,557,139 10,571,217
LONG-TERM OBLIGATIONS 1,485,698 (11,191) 1,474,507
SHAREHOLDERS' EQUITY
Common stock 91,090 - 91,090
Additional paid-in capital 19,728,734 - 19,728,734
Accumulated earnings (deficit) (11,466,693) 11,865,461 (a),(b) 398,768
Common stock held in treasury (140,388) - (140,388)
Cumulative translation
adjustment (49,305) - (49,305)
Total equity 8,163,438 11,865,461 20,028,899
TOTAL LIABILITIES &
SHAREHOLDERS'
EQUITY $16,663,214 $15,411,409 $32,074,623
</TABLE>
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<TABLE>
DATAWATCH CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED SEPTEMBER 30, 1996
Company
Company as Effect of Pro Forma
Reported Transaction Consolidated
<S> <C> <C> <C> <C>
NET SALES $30,022,122 $ 5,805,328 (c) $24,216,794
COSTS AND EXPENSES
Cost of sales 4,516,456 905,807 (c) 3,610,649
Engineering & product 2,338,724 1,104,321 (c) 1,234,403
development
Selling, general & 22,039,420 3,891,439 (c) 18,147,981
administrative
INCOME (LOSS) FROM OPERATIONS 1,127,522 (96,239) 1,223,761
INTEREST EXPENSE (96,184) (2,990) (c) (93,194)
OTHER INCOME-primarily interest 49,162 49,162
FOREIGN CURRENCY TRANSACTION GAIN 11,860 11,860
BEBEFIT FOR INCOME TAX 33,000 33,000
NET INCOME (LOSS) $1,125,360 $ (99,229) (d) $1,224,589
NET INCOME (LOSS) PER SHARE $ .13 $ (.01) $ .14
WEIGHTED AVERAGE SHARES 8,943,862 8,943,862 8,943,862
</TABLE>
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<TABLE>
DATAWATCH CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1997
Company
Company as Effect of Pro Forma
Reported Transaction Consolidated
<S> <C> <C> <C> <C>
NET SALES $24,024,311 $4,414,847 (c) $19,609,464
COSTS AND EXPENSES
Cost of sales 4,403,260 760,493 (c) 3,642,767
Engineering & product 2,104,635 954,896 (c) 1,149,739
development
Selling, general & 18,398,343 2,825,194 (c) 15,573,149
administrative
INCOME (LOSS) FROM OPERATIONS (881,927) (125,736) (756,191)
INTEREST EXPENSE (106,376) (4,124) (c) (102,252)
OTHER INCOME-primarily interest 36,226 36,226
FOREIGN CURRENCY TRANSACTION GAIN 23,501 23,501
(LOSS)
NET INCOME (LOSS) $ (928,576) $ (129,860) (d) $(798,716)
NET INCOME (LOSS) PER SHARE $ (.10) $ .01 $ (.09)
WEIGHTED AVERAGE SHARES 9,064,505 9,064,505 9,064,505
</TABLE>
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DATAWATCH CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(a) To record the disposition of Virex & netOctopus assets and liabilities as
if the transaction had occurred on June 30, 1997.
(b) To record the costs and tax provision associated with the disposition of
Virex and netOctopus as if the transaction had occurred on June 30, 1997.
(c) To eliminate the operating results of Virex & netOctopus for the nine
months ended June 30, 1997 and the fiscal year ended September 30, 1996,
as if the transaction had occurred on October 1, 1995.
(d) The net income (loss) includes charges for direct and specifically
allocated costs and does not include any gains from the transaction.
This non-recurring gain, net of tax, will be approximately $11,865,000.
