ASA INTERNATIONAL LTD.
10 Speen Street
Framingham, Massachusetts 01701
(508) 626-2727
October 10, 2000
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Filing Desk
-----------------------
RE: ASA INTERNATIONAL LTD.
SEC FILE NO. 0-14741
Pursuant to regulations of the Securities and Exchange Commission, submitted
herewith for filing on behalf of ASA International Ltd. (the "Company") is the
Company's Form 8-K dated September 25, 2000.
This filing is being effected by direct transmission to the Commission's
Operational EDGAR System.
Very truly yours,
ASA INTERNATIONAL LTD.
/s/ Terrence C. McCarthy
Terrence C. McCarthy
Vice President and Treasurer
TCM/mb
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
Date of Report: September 25, 2000
ASA International Ltd.
-----------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware O-14741 02-0398205
---------------------------- ------------ ----------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
10 Speen Street, Framingham, MA 01701
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: 508-626-2727
------------
<PAGE>
TABLE OF CONTENTS
FORM 8-K
September 25,2000
Item Page
---- ----
Item 2. Disposition of Assets 1
Item 7. Exhibit and Financial Statements 2
Signature 4
Exhibit and Financial Statements F-1
<PAGE>
Item 2. Disposition of Assets.
On September 25, 2000, ASA International Ltd., a Delaware corporation
(the "Registrant"), sold all of its shares of its Italian subsidiary, ASA Italy
S.r.l., an Italian limited company (the "Subsidiary") to management of the
Subsidiary, Alessandro Baldo, Saverio Giglio and Roberto Locatelli, for nominal
cash consideration. In connection with the sale, the Subsidiary acknowledged and
agreed to pay a debt of approximately $9,000 incurred by the Registrant on
behalf of the Subsidiary.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Pro forma financial information.
The following unaudited pro forma condensed consolidated financial
statements are filed with this report:
Pro forma Condensed Consolidated Balance Sheet
at June 30, 2000 F-1 to F-2
Pro forma Condensed Consolidated Statements of Operations.
Year Ended December 31, 1999 F-3
Six Months Ended June 30, 2000 F-4
The pro forma condensed consolidated balance sheet of the Registrant as of
June 30, 2000, reflects the financial position of the Registrant after giving
effect to the disposition of the assets and assumption of the liabilities
discussed in Item 2 and assumes the disposition took place on June 30, 2000. The
pro forma condensed consolidated statements of operations for the fiscal year
ended December 31, 1999, and the six months ended June 30, 2000, assume that the
disposition occurred on January 1, 1999, and are based on the operations of
the Registrant for the year ended December 31, 1999 and the six months ended
June 30, 2000, respectively.
The unaudited pro forma condensed consolidated financial statements have
been prepared by the Registrant based upon assumptions deemed proper by it. The
unaudited pro forma condensed consolidated financial statements are not
necessarily indicative of the future financial position or results of operations
or actual results that would have occurred had the transaction been in effect as
of the dates presented.
The unaudited pro forma condensed consolidated financial statements should
be read in conjunction with the Registrant's historical financial statements and
related notes.
<PAGE>
(c) Exhibits.
Exhibit No. Title
----------- -----
2 Cessation of Share of Limited Company agreement by
and among ASA International Ltd., Alessandro Baldo,
Saverio Giglio and Roberto Locatelli, effective as
of September 25, 2000.
99 Acknowledgement of Debt and Agreement to Pay by ASA
Italy S.r.l., dated September 25, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ASA International Ltd.
By: /s/ Terrence C. McCarthy
-------------------------------
Terrence C. McCarthy
Vice President and Treasurer
Date: October 10, 2000
<PAGE>
PRO FORMA FINANCIAL INFORMATION
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AT JUNE 30, 2000
(Unaudited)
----Pro Forma Adjustments----
Historical ASA Italy(a) Other (b) Pro Forma
------------- --------- ------------- -----------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,976,377 $ 1,973 $ - $ 1,974,404
Marketable Securities 899,363 - - 899,363
Receivables - net 4,869,563 886,095 8,968 3,992,436
Other current assets 2,680,105 163,708 - 2,516,397
Net assets of SmartTime 488,383 - - 488,383
----------- ---------- ------------- -----------
TOTAL CURRENT ASSETS 10,913,791 1,051,776 8,968 9,870,983
PROPERTY AND EQUIPMENT - NET 5,026,917 283,037 - 4,743,880
SOFTWARE - NET 5,728,397 326,923 - 5,401,474
COST EXCEEDING NET ASSETS
ACQUIRED - NET 9,023 - - 9,023
NOTES RECEIVABLE 1,700,000 - - 1,700,000
OTHER ASSETS 1,298,441 32,051 - 1,266,390
----------- ----------- ------------- -----------
$24,676,569 $ 1,693,787 $ 8,968 $22,991,750
=========== =========== ============= ===========
</TABLE>
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(a) To eliminate the assets and liabilities included in the balance sheet of ASA
Italy as of June 30, 2000.
<PAGE>
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AT JUNE 30, 2000
(Unaudited)
----Pro Forma Adjustments----
Historical ASA Italy(a) Other Pro Forma
---------- ---------- -------------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Notes payable-bank $ 319,527 $ 319,527 $ - $ -
Notes payable-other 3,200,000 - - 3,200,000
Deferred option & license fees 2,460,000 - - 2,460,000
Accrued expenses 2,191,818 371,372 - 1,820,446
Deferred revenue 1,365,265 410,728 - 954,537
Accounts payable 793,211 155,816 - 637,393
Other current liabilities 704,274 17,638 - 668,997
----------- ---------- -------------- -----------
TOTAL CURRENT LIABILITIES 11,016,456 1,275,083 - 9,741,373
DEFERRED TAXES 497,000 - - 497,000
LONG-TERM DEBT 3,873,836 120,809 - 3,753,027
LONG-TERM LIABILITIES 240,631 240,631 - -
COMMITMENTS AND CONTINGENCY - - - -
SHAREHOLDERS' EQUITY 9,048,646 57,264 8,968 9,000,350
----------- ---------- -------------- -----------
$24,676,569 $1,693,787 $ 8,968 $22,991,750
=========== ========== ============== ===========
</TABLE>
--------------------------------------------------------------------------------
(a) To eliminate the assets and liabilities included in the balance sheet of ASA
Italy as of June 30, 2000.
<PAGE>
PRO FORMA FINANCIAL INFORMATION
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
----Pro Forma Adjustments----
Historical ASA Italy(a) Other Pro Forma
---------- ------------ -------- -----------
<S> <C> <C> <C> <C>
REVENUES
Services $ 6,875,889 $ 707,613 $ - $ 6,168,276
Product licenses 2,802,865 225,307 - 2,577,558
Computer and add-on hardware 670,365 108,940 - 561,425
----------- ------------ ---------- -----------
NET REVENUE 10,349,119 1,041,860 - 9,307,259
COST OF REVENUE
Services 4,100,765 625,413 - 3,475,352
Product licenses 2,494,636 50,508 - 2,444,128
Computer and add-on hardware 536,846 89,628 - 447,218
----------- ----------- ---------- ------------
TOTAL COST OF REVENUE 7,132,247 765,549 - 6,366,698
EXPENSES
Marketing and sales 2,527,348 213,423 - 2,313,925
General and administrative 1,807,684 206,985 - 1,600,699
Amortization of goodwill 9,023 - - 9,023
----------- ----------- ---------- ------------
TOTAL EXPENSES 4,344,055 420,408 - 3,923,647
EARNINGS (LOSS) FROM OPERATIONS (1,127,183) (144,097) - (983,086)
INTEREST EXPENSE (214,755) (15,351) - (199,404)
INTEREST INCOME 203,582 16,341 - 187,241
EQUITY IN LOSS FROM AFFILIATE (922,858) - - (922,858)
OTHER INCOME - NET 320,790 - - 320,790
----------- ----------- ---------- ------------
EARNINGS BEFORE TAXES ON INCOME (1,740,424) (143,107) - (1,597,318)
INCOME TAXES (BENEFIT) (649,000) 21,788 - (670,788)
----------- ----------- ---------- ------------
NET EARNINGS (LOSS) $(1,091,424) $(164,895) $ - $ (926,529)
=========== =========== ========== ============
============
NET INCOME PER SHARE
BASIC $ (0.34) $ - $ - $ (0.29)
=========== =========== ========== ============
DILUTED $ (0.34) $ - $ - $ (0.29)
=========== =========== ========== ============
WEIGHTED AVERAGE SHARES
BASIC 3,186,697 - - 3,186,697
=========== =========== ========== ============
DILUTED 3,186,697 - - 3,186,697
=========== =========== ========== ============
</TABLE>
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(a) To eliminate the profit and loss of ASA Italy for the entire period.
<PAGE>
PRO FORMA FINANCIAL INFORMATION
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(Unaudited)
----Pro Forma Adjustments----
Historical ASA Italy(a) Other Pro Forma
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
REVENUES
Services $15,062,870 $ 2,182,874 $ - $12,879,996
Product licenses 6,506,376 501,378 - 6,004,998
Computer and add-on hardware 4,053,289 214,096 - 3,839,193
------------ ------------ ---------- -----------
NET REVENUE 25,622,535 2,898,348 - 22,724,187
COST OF REVENUE
Services 9,485,924 1,604,588 - 7,881,336
Product licenses 4,456,953 286,443 - 4,170,510
Computer and add-on hardware 3,219,535 174,610 - 3,044,925
------------ ----------- ---------- ------------
TOTAL COST OF REVENUE 17,162,412 2,065,641 - 15,096,771
EXPENSES
Marketing and sales 4,356,610 662,669 - 3,693,941
General and administrative 3,570,022 509,152 - 3,060,870
Amortization of goodwill 42,234 - - 42,234
------------ ----------- ---------- ------------
TOTAL EXPENSES 7,968,866 1,171,821 - 6,797,045
EARNINGS (LOSS) FROM OPERATIONS 491,257 (339,114) - 830,371
INTEREST EXPENSE (386,396) (22,186) - (364,210)
INTEREST INCOME 508,793 25,116 - 483,677
EQUITY IN LOSS FROM AFFILIATE (165,972) - - (165,972)
GAIN ON SALE OF COMMERCIALWARE 3,824,420 - - 3,824,420
OTHER EXPENSE (EXPENSE) - NET (183,237) 27,640 - (210,877)
------------ ----------- ---------- ------------
EARNINGS BEFORE TAXES ON INCOME 4,088,865 (308,544) - 4,397,409
INCOME TAXES 1,922,000 68,000 - 1,854,000
------------ ----------- ---------- ------------
NET EARNINGS (LOSS) $ 2,166,865 $ (376,544) $ - $ 2,543,409
============ =========== ========== ============
============
NET INCOME PER SHARE:
BASIC $ 0.67 $ - $ - $ 0.79
=========== =========== ========== ============
DILUTED $ 0.63 $ - $ - $ 0.74
=========== =========== ========== ============
WEIGHTED AVERAGE SHARES
BASIC 3,218,291 - - 3,218,291
=========== =========== ========== ============
DILUTED 3,429,844 - - 3,429,844
=========== =========== ========== ============
</TABLE>
--------------------------------------------------------------------------------
<PAGE>
Exhibit 2
Exempt from the imposition of stamp duty and registration in terms of Art. 34 of
the Decree by the President of the Republic No. 601
CESSION OF SHARE OF LIMITED COMPANY
With this Private Deed which is valid in every sense of the Law, it is agreed
and stipulated between the undersigned Messrs:
ALFRED COSTANTINO ANGELONE born at Providence Rhode Island USA, on 3/19/39
resident at Milton Massachusetts USA, 303 Hillside Street, entrepreneur; Citizen
of the United States of America; who does not participate in this Deed on his
own behalf but in his capacity as the duly authorised legal representative for
the account, interests and in representation of the company ASA INTERNATIONAL
LTD. which has its head office in 10 Speen Street-Framingham Massachusetts USA;
he is authorised by the board of directors dated 7/31/00.
And
BALDO ALESSANDRO born at Fratta Polesine (RO) on 11/24/65, resident at Fratta
Polesine (RO) Via A. de Gasperi 417, employee
Fiscal Code No. BLDLSN65S24D7880
GIGLIO SAVERIO born at Venezia (VE) on 08/07/55, resident at Venezia-Mestre Via
Felisati 19, entrepreneur
Fiscal Code No. GGLSVR55L08L736B
LOCATELLI ROBERTO born at Venezia on 6/15/55, resident at Venezia-Mestre Via
Felisati 23, employee
Fiscal Code No. LCTRRT55H15L736D
GIVEN THAT
- ASA INTERNATIONAL LTD and Mr. Brighi Massimo are owner of the limited company
ASA ITALY SR.L., with its head office at Venezia-Marghera Via della Liberta
5-12, authorised capital of Lire 400.000.000, recorded with the Registrar of
Companies by the Chanber of Commerce, Industry, Crafts and Agriculture of
Venice under No. 22753, R.E.A.
No. 283496, Fiscal Code No. 03312750262
- The authorised capital of Lire 400.000.000 is subdivided in the following
measures:
ASA INTERNATIONAL LTD Lire 396.000.000
BRIGHI MASSIMO Lire 4.000.000
- ASA INTERNATIONAL LTD intend to sell the whole company share to Mr.Baldo,
Giglio and Locatelli;
- Mr. Brighi accept and renounces to his first option
After this introduction, part of the contract, is agreed and stipulated the
following:
Art. 1
FIRST CESSION
The company ASA INTERNATIONAL LTD, represented as above, assigns and sells to
Mr. BALDO ALESSANDRO, who accepts and acquires, part of the real capital for
nominal Lire 80.000.000 of the authorised capital of the limited Company ASA
ITALY SR.L. The cession is hereby done and accepted for the price agreed by the
parties of Lire 1.000; the assigning party declares to have already received the
said price before now from the assignee to whom he will give a full and
releasing receipt of payment, declaring to have no claim to such share.
<PAGE>
SECOND CESSION
The company ASA INTERNATIONAL LTD, represented as above, assigns and sells to
Mr. GIGLIO SAVERIO, who accepts and acquires, part of the real capital for
nominal Lire 120.000.000 of the authorised capital of the limited company ASA
ITALY SR.L. The cession is hereby done and accepted for the price agreed by the
parties of Lire 1.000; the assigning party declares to have already received the
said price before now from the assignee to whom he will give a full and
releasing receipt of payment, declaring to have no claim to such share.
THIRD CESSION
The company ASA INTERNATIONAL LTD, represented as above, assigns and sells to
Mr. LOCATELLI ROBERTO, who accepts and acquires, part of the real capital for
nominal Lire 196.000.000 of the authorised capital of the limited company ASA
ITALY SR.L. The cession is hereby done and accepted for the price agreed by the
parties of Lire 1.000; the assigning party declares to have already received the
said price before now from the assignee to whom he will give a full and
releasing receipt of payment, declaring to have no claim to such share.
Art. 2
The assigning party guarantees that the assigned share is in full and freehold
property and in open availability, freely transferable according to the statute
of the company, free of real rights to third parties and, that prior to this it
has not been assigned or given as security and that it has not been hit by
sequestrations, foreclosures or commitments of that sort.
Art. 3
The assigning party declaring to have no claim to the new share holders and to
the company.
Art. 4
The effects of this cession, are related - in as much as regards the enjoyment
of the assigned share - to today's date, consequently from such date the
assignee will become the owner of every right and reason as the assignor by
right to the company, and as such in particular to the right to participate in
the profits, with effect from the current financial year, and to the division of
the company assets at the cessation of the company, as well as the obligation to
assume possible charges and liabilities, all of which will be in proportion with
the share undertaken.
The assigning party guarantees that the object of the cession has the economic
value of the share which results from the Balance Sheet of the current financial
year, well-known to the assignee party; Furthermore, In terms of and for the
effects of Art. 2479 of the Civil Code III and IV comma, the assignee party
becomes authorised to request the administrative agent to record the share
object of this Deed in the register of members, after the same has been
deposited at the Registrar of Companies in terms Act No. 310 of 12.8.1993.
<PAGE>
Art. 5
With this contract the real capital for nominal Lire 400.000.000 of the
authorised capital of the limited company ASA ITALY SR.L. is subdivided as
follows:
-Baldo Alessandro Lire 80.000.000
-Giglio Saverio Lire 120.000.000
-Locatelli Roberto Lire 196.000.000
-Brighi Massimo Lire 4.000.000
Art. 6
All costs pertaining and consequential to this act will be sole responsibility
of the assignee.
<PAGE>
Exhibit 99
Acknowledgement of Debt and
Agreement to Pay
I the undersigned, Locatelli Roberto, Managing Director of the limited company
ASA Italy S.r.l., hereby acknowledge that ASA International Ltd. paid the sum of
lire 20 million to Regent Associates for the services of Brighi on behalf of and
for the benefit of ASA Italy S.r.l. Accordingly, I the undersigned, do hereby
agree that ASA Italy S.r.l. will pay the sum of lire 20 million to ASA
International Ltd. ten days following ASA Italy S.r.l. receiving capitalization
financing.
On behalf of ASA Italy S.r.l. I acknowledge and agree this 25th day of
September, 2000:
/s/ Roberto Locatelli
------------------------
Locatelli Roberto
Managing Director
ASA Italy S.r.l.
Witness:
/s/ Alfred C. Angelone
