<PAGE>
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________
FORM 8 - K/A
AMENDMENT NO. 2 TO CURRENT REPORT
PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 15, 1997
__________________
CONSILIUM, INC.
---------------
(Exact name of registrant as specified in its charter)
Delaware 0 - 17754 94-2523965
-------- --------- ----------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
485 Clyde Avenue, Mountain View, California 94043
- ------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 691-6100
--------------
(Former name, former address and former fiscal year if changed since last
report)
- --------------------------------------------------------------------------------
This report consists of 20 pages.
<PAGE>
The registrant hereby amends section (a) and (b) of Item 7 to read in full as
follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On August 1, 1997, the Company acquired certain assets of Fast Associates
Pte. Ltd. ("FAST"), a Singapore corporation specializing in semiconductor
factory automation. This acquisition was originally reported on a report on
Form 8-K filed August 15, 1997. This amendment to report on Form 8-K is being
filed to provide the financial statements required with respect to such
acquisition by Item 7 of Form 8-K
(a) Financial Statements of business acquired
Audited Financial Statements of Fast Associates Pte. Ltd. at and for
the year ended December 31, 1996.
Unaudited Financial Statements of Fast Associates Pte. Ltd. at and for
the seven months ended July 31, 1997.
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Combined Financial Statements of
Consilium, Inc. and Fast Associates Pte. Ltd. for the year ended
October 31, 1996 and at and for the period ended July 31, 1997.
2
<PAGE>
CONSILIUM, INC.
AND FAST ASSOCIATES, PTE. LTD.
______________
PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
(Unaudited)
On August 1, 1997, the Company acquired certain assets of Fast
Associates Pte. Ltd. ("FAST"), a Singapore corporation specializing in
semiconductor factory automation. The Company purchased two existing
semiconductor factory automation contracts, certain tangible and intangible
assets and assumed certain liabilities of FAST. The acquisition was accounted
for as a purchase.
The accompanying pro forma condensed combined balance sheet has been
prepared as if the acquisition was consummated on July 31, 1997 and combines the
Company's and FAST Associates, Pte. Ltd.'s balance sheets as of July 31, 1997.
The accompanying pro forma condensed combined statement of operations for the
year ended October 31, 1996 has been prepared as if the acquisition was
consummated at the beginning of fiscal 1996, and combines the Company's
statement of operations for the fiscal year ended October 31, 1996 with FAST
Associates, Pte. Ltd's statement of operations for the fiscal year ended
December 31, 1996. The accompanying pro forma condensed combined statement of
operations for the nine months ended July 31, 1997 has been prepared as if the
acquisition was consummated at the beginning of fiscal 1997 and combines the
Company's statement of operations for the nine months ended July 31, 1997 with
FAST Associates, Pte. Ltd.'s statement of operations for the seven months ended
July 31, 1997. The pro forma condensed combined statements of operations do not
include the effect of any nonrecurring charges directly attributable to the
acquisition.
The purchase price allocation reflected in the accompanying pro forma
condensed combined financial statements has been prepared on an estimated basis.
The effects resulting from any differences in the final allocation of the
purchase price are not expected to have a material effect on the Company's
financial statements.
This method of combining historical financial statements for the
preparation of the pro forma condensed combined financial statements is for
presentation only. Actual statements of operations of the companies will be
combined from the closing date of the acquisition with no retroactive
restatement. The pro forma information is presented for illustrative purposes
only and is not necessarily indicative of the combined operating results or
combined financial position that would have been reported had the acquisition
occurred on the dates indicated, nor is it necessarily indicative of future
operating results or financial position.
3
<PAGE>
CONSILIUM, INC. AND
FAST ASSOCIATES PTE. LTD.
PRO FORMA CONDENSED COMBINED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
As of July 31, 1997
--------------------------------------------------
Historical Historical Pro Forma Pro Forma
Consilium FAST Adjustments Combined
----------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,474 $ 194 $ (194)(c) $ 5,474
Accounts receivable, net 14,360 367 (367)(c) 14,360
Other current assets 1,124 1,400 (1,400)(c) 1,124
------- ------- -------
Total current assets 20,958 1,961 20,958
Property and equipment, net 4,510 194 4,704
Software development costs, net 2,383 - 2,383
Goodwill, net 1,402 - 1,786(b) 3,188
Other assets 406 32 (32)(c) 406
------- ------- -------
Total assets $29,659 $2,187 $ $31,639
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit / Note payable $ 3,051 $ 46 $ (46)(d) $ 3,051
Accounts payable 4,257 41 (41)(d) 4,257
Other current liabilities and 0
accrued expenses 6,643 59 1,441(a)(d) 8,143
Deferred revenue 8,573 - 8,573
------- ------- -------
Total current liabilities 22,524 146 24,024
Long-term liabilities 32 30 (30)(d) 32
------- ------- -------
Total liabilities 22,556 176 24,056
------- ------- -------
Stockholders' equity 7,103 2,011 (1,531)(a)(h) 7,583
------- ------- -------
Total liabilities and
stockholders' equity $29,659 $2,187 $ $31,639
======= ======= =======
</TABLE>
The accompanying notes are an integral part of this statement.
4
<PAGE>
CONSILIUM, INC. AND
FAST ASSOCIATES PTE. LTD.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands)
<TABLE>
<CAPTION>
For the year ended October 31, 1996
---------------------------------------------------------
Historical Historical Pro Forma Pro Forma
Consilium FAST Adjustments Combined
--------- --------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Product $ 19,074 $ - $ $ 19,074
Services 17,267 4,765 22,032
Development 1,806 - 1,806
--------- --------- ----------
Total revenues 38,147 4,765 42,912
--------- -------- ----------
COST OF REVENUES:
Product 4,461 - 4,461
Services 7,437 3,164 10,601
Development 1,263 - 1,263
--------- -------- ----------
Total cost of revenues 13,161 3,164 16,325
--------- -------- ----------
GROSS MARGIN 24,986 1,601 26,587
--------- -------- ----------
OPERATING EXPENSES:
Research and development 10,847 - 10,847
Selling and marketing 13,039 5 13,044
General and administrative 3,929 157 446 (e) 4,532
--------- --------- ----------
Total operating expenses 27,815 162 28,423
--------- --------- ----------
Income (Loss) from operations (2,829) 1,439 (1,836)
Interest income 425 - 425
Interest expense (81) - (81)
--------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAX PROVISION (2,485) 1,439 (1,492)
PROVISION FOR INCOME TAXES 974 19 993
-------- -------- ----------
NET INCOME (LOSS) $ (3,459) $ 1,420 $ $ (2,485)
======== ======== ==========
NET LOSS PER SHARE $ (0.44) $ (0.31)
======== ==========
SHARES USED IN PER SHARE
CALCULATIONS 7,804 115 (a) 7,919 (f)
======== =========
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE>
CONSILIUM, INC. AND
FAST ASSOCIATES PTE. LTD.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands)
<TABLE>
<CAPTION>
For the period ended July 31, 1997
-----------------------------------------------------------------
Historical Historical Pro Forma Pro Forma
Consilium FAST Adjustments Combined
--------- --------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Product $ 11,234 $ $ $ 11,234
Services 18,826 860 (300) (g) 19,386
Development 514 514
--------- --------- ----------
Total revenues 30,574 860 31,134
--------- --------- ----------
COST OF REVENUES:
Product 2,483 2,483
Services 11,475 714 (304) (g) 11,885
Development 369 369
--------- --------- ----------
Total cost of revenues 14,327 714 14,737
--------- --------- ----------
GROSS MARGIN 16,247 146 16,397
--------- --------- ----------
OPERATING EXPENSES:
Research and development 9,250 9,250
Selling and marketing 10,094 5 10,099
General and administrative 2,809 84 334 (e) 3,227
--------- --------- ----------
Total operating expenses 22,153 89 22,576
--------- --------- ----------
Loss from operations (5,906) 57 (6,179)
Interest income 98 1 99
Interest expense (173) 0 (173)
--------- --------- ----------
LOSS BEFORE
INCOME TAX PROVISION (5,981) 58 (6,253)
PROVISION FOR INCOME TAXES 262 - 262
--------- --------- ----------
NET LOSS $ (6,243) $ 58 $ $ (6,515)
========= ========= ==========
NET LOSS PER SHARE $ (0.78) $ (0.80)
========= ==========
SHARES USED IN PER SHARE
CALCULATIONS 7,974 187 (a) 8,161 (f)
========= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
6
<PAGE>
CONSILIUM, INC.
AND FAST ASSOCIATES, PTE. LTD.
______________
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma combined condensed financial statements included
herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in the financial statements prepared
in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. However, the Company
believes that the disclosures are adequate to make the information presented not
misleading. These pro forma combined financial statements should be read in
conjunction with the financial statements and the notes thereto included in the
Company's annual report for the year ended October 31, 1996.
NOTE 2. PRO FORMA ADJUSTMENTS
Certain pro forma adjustments have been made to the accompanying pro forma
condensed combined balance sheets and statements of operations as described
below:
(a) Reflects the purchase of certain of FAST's assets in exchange for 120,000
shares of the Company's common stock valued at approximately $480,000, plus
$1.5 million of guaranteed future minimum payments, in cash or stock.
(b) Reflects the excess of the purchase price over net assets acquired of
approximately $1.8 million, which will be amortized on a straight-line
basis over an estimated life of four years.
(c) Entry to eliminate FAST assets not acquired by the Company as part of the
acquisition.
(d) Entry to eliminate FAST liabilities not assumed by the Company as part of
the acquisition.
(e) Reflects the amortization of goodwill assuming an estimated life of four
years and assumes the acquisition was consummated at the beginning of each
of the period reported.
(f) Pro forma weighted average common and common equivalent shares do not
include common stock equivalents as inclusion of these shares would be
anti-dilutive.
(g) Entry to eliminate sales and cost of sales for a systems integration
contract not acquired by the Company.
(h) Entry to eliminate FAST stockholders' equity as a result of the
acquisition.
7
<PAGE>
NOTE 3. PURCHASE PRICE ALLOCATION
In connection with the acquisition, the Company issued 120,000 shares of its
common stock, value at approximately $480,000. The Company also agreed to pay
$1.5 million, in cash or stock, in five quarterly payments of $300,000 each
beginning August 1, 1997. The Company also incurred acquisition related costs
of approximately $45,000 resulting in a total purchase price of approximately
$2.0 million.
The excess of the purchase price over net assets acquired is $1.8 million,
which has been allocated to goodwill and is being amortized on a straight-line
basis over a period of four years. Management believes that the unamortized
balance is recoverable through future operating results.
8
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders
Fast Associates Pte. Ltd.
(Incorporated in the Republic of Singapore)
We have audited the accompanying balance sheet of Fast Associates Pte. Ltd.
as of December 31, 1996 and the related statements of operations and cash flows
for the year then ended, expressed in Singapore dollars. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with United States Generally Accepted
Auditing Standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FAST Associates Pte. Ltd at
December 31, 1996, and the results of its operations and its cash flows for the
year then ended, in conformity with United States Generally Accepted Accounting
Principles.
Also, in our opinion, the translated amounts in the accompanying financial
statements translated into U.S. dollars have been computed on the basis set
forth in Note 1.
/s/ Kang & Khoo Certified Public Accountants
KANG & KHOO CERTIFIED PUBLIC ACCOUNTANTS
Singapore
June 3, 1997
9
<PAGE>
FAST ASSOCIATES PTE. LTD.
(Incorporated in the Republic of Singapore)
BALANCE SHEET AS OF DECEMBER 31, 1996
(in thousands)
<TABLE>
<CAPTION>
NOTE US$
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 616
Accounts receivable, net 442
Advance to director 6 876
Other current assets 32
-----------
Total current assets 1,966
Property and equipment, net 4 236
Other assets 29
-----------
Total assets $ 2,231
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 17
Other current liabilities and
accrued expenses 152
Provision for taxation 21
-----------
Total current liabilities 190
Long-term liabilities 5 31
-----------
Total liabilities 221
-----------
Stockholders' equity 2,010
-----------
Total liabilities and
stockholders' equity $ 2,231
===========
</TABLE>
The annexed notes form an integral part of and should be read in conjunction
with these accounts.
10
<PAGE>
FAST ASSOCIATES PTE. LTD.
(Incorporated in the Republic of Singapore)
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
<TABLE>
<CAPTION>
NOTE US$
<S> <C> <C>
Services Revenue 1 $4,765
Cost of services revenue 3,164
------
Gross margin 1,601
------
Operating expenses:
Selling and marketing 5
General and administrative 157
------
Total operating expenses 162
------
Operating income 1,439
Interest and other income, net -
------
Income before provision for income taxes 1,439
Provision for income taxes 5 19
------
Net income $1,420
======
</TABLE>
The annexed notes form an integral part of and should be read in conjunction
with these accounts.
11
<PAGE>
FAST ASSOCIATES PTE. LTD.
(Incorporated in the Republic of Singapore)
STATEMENT OF CASH FLOWS FOR YEAR ENDED DECEMBER 31, 1996
(in thousands)
<TABLE>
<CAPTION>
US$
<S> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income $ 1,420
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation 67
Changes in assets and liabilities
Increase in accounts receivable (254)
Increase in advances to director (875)
Increase in prepaid expenses and other (41)
Increase in accounts payable 2
Decrease in other liabilities (137)
------
Net cash provided by operating activities 182
======
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property and equipment (109)
------
Net cash used in investing activities (109)
======
NET INCREASE IN CASH AND CASH EQUIVALENTS 73
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 543
------
CASH AND CASH EQUIVALENTS, END OF PERIOD 616
======
</TABLE>
The annexed notes form an integral part of and should be read in conjunction
with theses accounts.
12
<PAGE>
FAST ASSOCIATES PTE LTD
(Incorporated in the Republic of Singapore)
NOTES TO THE ACCOUNTS - DECEMBER 31, 1996
These notes form an integral part of and should be read in conjunction with the
accompanying accounts.
1. SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
(a) Basis of Accounting
-------------------
The accounts are prepared under the historical cost convention.
(b) Basis of Presentation
---------------------
The records of the accounts are maintained in Singapore dollars. The
accounts have been translated into United States dollars using the
exchange rate as of December 31, 1996 for the convenience of users in the
United States.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported results of operations during the
reporting period. Actual results could differ from those estimates.
(c) Foreign Currency Transactions and Accounts
------------------------------------------
Transactions in foreign currencies are measured and recorded in Singapore
dollars using the exchange rate in effect at the date of the transaction.
At each balance sheet date, recorded monetary balances that are
denominated in a foreign currency are adjusted to reflect the rate at the
balance sheet date. All exchange adjustments are taken to the profit and
loss account. Financial statements of foreign branches (which are not
integral part of the head office) are translated at the rate of exchange
ruling at the balance sheet date. Foreign currency translation
adjustments are taken direct to reserves.
(d) Revenue Recognition
-------------------
Revenue consists principally of revenues earned for providing software
installation and integration consulting services. Revenue is generally
recognized as the services are performed over the term of the agreement.
(e) Taxation
--------
The tax expense is determined on the basis of tax effect accounting,
using the liability method, and it is applied to all significant timing
differences. Deferred taxation benefit is, however, not recognized unless
there is a reasonable expectation of realization.
13
<PAGE>
(f) Fixed Assets & Depreciation
---------------------------
Depreciation is calculated on the straight line method to write off the
cost of the assets over their estimated useful lives. The estimated
useful lives have been taken as follows :-
Office Equipment 5 years
Furniture & Fittings 5 years
Computer 3 years
Renovation 5 years
Electrical Fittings 5 years
Air Conditioners 5 years
Telecom Equipment 5 years
Fully depreciated assets are retained in the accounts until they are no
longer in use.
2. PRINCIPAL ACTIVITIES
--------------------
The principal activities of the company are to develop company software for
businesses, construct special hardware and to provide consulting services
or other systems works.
There have been no significant changes in the nature of these activities
during the financial year.
3. SHARE CAPITAL
-------------
1996
US$
--------
(in thousands)
Authorised:
500,000 Ordinary Shares of US$0.7145 each 357
Issued & Fully Paid :
400,000 Ordinary Shares of US$0.7145 each 286
4. FIXED ASSETS
------------
Property and equipment, net, consisted of the following as of December 31,
1996 (in thousands):
US$
---
Office Equipment 29
Furniture & Fittings 55
Computer 149
Renovation 21
Electrical Fittings 17
Air Conditioners 34
Telecom Equipment 5
---
310
---
14
<PAGE>
Less accumulated depreciation (74)
---
Property and equipment, net 236
===
5. TAXATION
--------
The components of the provision for income taxes are as follows (in
thousands):
1996
US$
----
Current Taxation 16
Deferred Taxation 4
---
20
Adjustment of Deferred Tax Arising
from change in Tax Rate (1)
---
19
The income tax expense is lower than the amount of income tax expense
determined by applying the Singapore income tax rate of 26% because part of
the profit for the year is exempt from tax as pioneer status has been
granted to the company with effect from 1 July 1996 for a period of 6
years.
The components of the deferred income tax liabilities are as follows (in
thousands):
1996
US$
----
Balance at beginning of year 28
Transfer from Profit & Loss Account 3
---
Balance at end of year 31
===
The Balance Comprises:
Excess of Tax over book Depreciation 31
===
6. DIRECTOR'S ACCOUNT - NON-TRADE
------------------------------
This represents advance to a director which is unsecured, interest free and
with no fixed terms of repayment.
15
<PAGE>
FAST ASSOCIATES PTE. LTD.
(Incorporated in the Republic of Singapore)
BALANCE SHEET AS OF JULY 31, 1997
(in thousands)
<TABLE>
<CAPTION>
US$
(Unaudited)
----------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 194
Accounts receivable, net 367
Advance to director 1,354
Other current assets 46
------
Total current assets 1,961
Property and equipment, net 194
Other assets 32
------
Total assets $2,187
======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable $ 46
Accounts payable 41
Other current liabilities and
accrued expenses 59
------
Total current liabilities 146
Long-term liabilities 30
------
Total liabilities 176
------
Stockholders' equity 2,011
------
Total liabilities and
stockholders' equity $2,187
======
</TABLE>
16
<PAGE>
FAST ASSOCIATES PTE. LTD.
(Incorporated in the Republic of Singapore)
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED JULY 31, 1997
(in thousands)
<TABLE>
<CAPTION>
US$
(Unaudited)
----------
<S> <C>
Services Revenue $ 860
Cost of services revenue 714
----------
Gross margin 146
----------
Operating expenses:
Selling and marketing 5
General and administrative 84
----------
Total operating expenses 89
----------
Operating income 57
Interest and other income, net 1
----------
Income before provision for income taxes 58
Provision for income taxes -
----------
Net income $ 58
==========
</TABLE>
17
<PAGE>
Signatures
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, a duly authorized officer and the chief financial officer of the
registrant.
CONSILIUM, INC.
----------------------
(Registrant)
Date October 15, 1997 by: /s/ Clifton Wong
-------------------------- ------------------------
Clifton Wong
Vice President, Finance and
Chief Financial Officer
18
<PAGE>
CONSILIUM, INC.
Exhibit Index
TO FORM 8-K/A
Exhibit No. Description
- ----------- -----------
23.1 Consent of Kang & Khoo, independent accountants
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
Fast Associates Pte. Ltd.
(Incorporated in the Republic of Singapore)
As independent public accountants, we hereby consent to the use of our report
dated June 3, 1997 for the year ended December 31, 1996, in Consilium,
Inc.'s Form 8-K/A dated October 15, 1997.
/s/ Kang & Khoo Certified Public Accountants
KANG & KHOO CERTIFIED PUBLIC ACCOUNTANTS
Singapore
October 13, 1997
