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 (Date of earliest event reported):
October 21, 1995
Lasergate Systems, Inc.
------------------------
(Exact Name of Registrant as Specified in Charter)
Florida 0-15873 59-2543206
- ---------------------------- --------- ----------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File No.) Identification No.)
28050 U.S. 19 North, Corporate Square, Suite 502, Clearwater, Florida 34621
- --------------------------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (813) 725-0882
--------------------
Not Applicable
-----------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
-1-
<PAGE>
ITEM 5. OTHER EVENTS.
This report is filed pursuant to a request by The NASDAQ Stock
Market, Inc. for the Registrant to demonstrate that it currently meets the
capital and surplus requirements of the NASDAQ Small Cap Market ("NASDAQ").
Included in Exhibit 99.1 herein is an unaudited pro forma balance sheet
evidencing compliance with necessary criteria for continued inclusion on NASDAQ.
The Registrant has prepared such balance sheet reflecting the October 1995
private placement of 208,600 shares of non-transferable convertible Series D
Preferred Stock, as if such placement was effective at September 30, 1995.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
99.1 Unaudited Condensed Pro Forma Consolidated Balance Sheet
as of September 30, 1995.
99.2 Press Release issued October 27, 1995 by the Registrant.
-2-
<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 hereunto duly authorized.
LASERGATE SYSTEMS, INC.
Date: December 4, 1995 By: /s/ John P. Warnick
----------------------------
John P. Warnick
Chief Financial Officer
-3-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description Page Number
99.1 Unaudited Condensed Pro Forma Consolidated
Balance Sheet as of September 30, 1995.
99.2 Press Release issued October 27, 1995
by the Registrant.
-4-
EXHIBIT 99.1
<PAGE>
Lasergate Systems, Inc. and Subsidiaries
UNAUDITED CONDENSED PRO FORMA
CONSOLIDATED BALANCE SHEET
As of September 30,1995
The following unaudited condensed pro forma consolidated balance sheet is based
on the individual unaudited balance sheets of Lasergate Systems, Inc. and
Subsidiaries (Lasergate) as of September 30, 1995 as contained in Form 10-QSB as
filed for the quarter then ended and has been prepared to reflect the issuance
of preferred stock and receipt of cash after giving effect to the pro forma
adjustments as described in Note 1 as if the private placement had occurred on
September 30, 1995. In the opinion of management, all adjustments necessary to
fairly present the pro forma information have been made. This statement can be
read in conjunction with the aforementioned Lasergate 10-QSB as recently filed.
<TABLE>
<CAPTION>
ASSETS
Pro Forma
---------------------------
Adjustments
Historical (Note 1) As Adjusted
---------- ----------- -----------
<S> <C> <C> <C>
Current assets
Cash and cash equivalents $ 83,824 $ 1,855,560 $ 1,939,384
Account receivable, net of allowance for
doubtful accounts of $167,733 574,190 - 574,190
Inventories 138,754 - 138,754
Prepaid expenses 99,248 - 99,248
---------- ----------- -----------
Total current assets 896,016 1,796,074 2,751,576
Property and equipment 224,318 - 224,318
Systems and software costs 1,487,500 - 1,487,500
Other assets(including goodwill of $2,648,273) 3,084,881 (59,486) 3,025,395
---------- ----------- -----------
$ 5,692,715 $ 1,796,074 $ 7,488,789
========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Note payable, related party $ 300,000 $ - $ 300,000
Notes payable, other: 6,667 - 6,667
Current portion of obligations under
capital leases 14,028 - 14,028
Accounts payable, trade 452,429 - 452,429
Customer payment for future services 319,167 - 319,167
Deferred revenue 294,092 - 294,092
Accrued expenses:
Salaries and wages 18,538 - 18,538
Reinstallation 259,684 - 259,684
Other 155,223 - 155,223
---------- ----------- -----------
Total current liabilities 1,819,828 - 1,819,828
Obligations under capital leases,
less current portion 23,039 - 23,039
Promissory notes payable, shareholders,
with conversion features 2,324,335 - 2,324,335
Common stock subject to put options 210,000 - 210,000
Obligations to issue common stock and
common stock options 776,250 - 776,250
Stockholders' equity:
Preferred stock, $.03 par value, 2,000,000
shares authorized, 95,950 shares of
Series A issued and outstanding, 111,800
shares of Series B issued and outstanding
at September 30, 1995; 6,232 - 6,232
208,600 shares of Series D issued and
outstanding on a pro forma basis 6,258 6,258
Common stock, $.03 par value, 3,023,013
shares authorized, 3,023,013 issued
and outstanding at September 30, 1995 90,691 - 90,691
Additional paid-in capital 11,333,978 1,789,816 13,123,794
Less: Common stock, $.03 par value,
30,000 shares subject to put options (210,000) - (210,000)
Note receivable, shareholders (559,000) - (559,000)
Accumulated deficit (10,122,638) - (10,122,638)
---------- ----------- -----------
Total stockholder's equity 539,263 1,796,074 2,335,337
---------- ----------- -----------
$ 5,692,715 $ 1,796,074 $ 7,488,749
========== =========== ===========
</TABLE>
<PAGE>
Lasergate Systems, Inc. and Subsidiaries
Notes To Unaudited Condensed Pro Forma
Consolidated Balance Sheet
As of September 30, 1995
NOTE 1 - PRIVATE PLACEMENT
During October 1995, Lasergate Systems, Inc. completed a $2.1 million private
placement of 208,600 shares of Convertible Series D Preferred Stock. Net
proceeds of the placement were approximately $1,796,074 which is reflected on
the Unaudited Pro Forma Balance Sheet.
Subsequent to the closing, one of the investors converted the 28,600 shares of
Series D Preferred Stock purchased by him into 110,000 shares of Common Stock.
The Pro Forma Balance Sheet does not reflect such conversion.
EXHIBIT 99.2
<PAGE>
[Letterhead of Porter, Le Vay & Rose, Inc.]
FOR: LASERGATE SYSTEMS, INC.
FROM: Michael Porter
COMPANY Vickie L. Guth
CONTACT: Chief Financial Officer
(813) 725-0882
FOR IMMEDIATE RELEASE
LASERGATE SYSTEMS, INC. COMPLETES $2.1 MILLION PRIVATE PLACEMENT
CLEARWATER, FL., Oct. 27 - Lasergate Systems, Inc. (NASDAQ: LSGT),
announced today that it has completed a $2.1 million private placement of
Convertible Preferred Stock.
"The proceeds will be used to fund the company's working capital needs,"
Jacqueline Soechtig, president and chief executive officer, said. Ms. Soechtig
noted that the company's acquisitions of Delta Information Services, Inc. and
Globe Information Systems, Ltd., completed since its public offering in October
1994, and the efforts to integrate those businesses with Lasergate's existing
business required significant financial resources, and that the successful
completion of this private placement became necessary in order to fund the
company's continued growth.
Lasergate Systems, Inc. develops, assembles, markets, installs and services
admission control and revenue accounting systems for general admission and
reserve seating at amusement and theme parks, sports and multi-purpose arenas,
night clubs and a variety of public facilities.
*************
1995
