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Previous: INTERACTIVE GAMING & COMMUNICATIONS CORP, 10-Q, 1999-07-16 |
Next: MULTI BENEFIT REALTY FUND 87-1, SC 14D9/A, 1999-07-16 |
UNITED STATES
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:
July 16, 1999
Commission File Number: 33-764-C
__________________INTERACTIVE GAMING & COMMUNICATIONS CORP.____________________
Exact name of Registrant as specified in its charter)
_____Delaware____________________________________________23-2838676____________
(State of Incorporation) (I.R.S. ID Number)
4070 Butler Pike, Suite 300
_____Plymouth Meeting, PA ________________________________19462________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610)-941-0305
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.001 per share
Title of each class Name of each exchange on which registered
Common Stock NASDAQ Bulletin Board
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
(1)Yes X No __
(2)Yes X_ No __
Item 2. Acquisition or Disposition of Assets
The Registrant announces that as of June 23, 1999 it acquired fifty three and twenty six hundredths per cent (53.26%) of Century Industries, Inc., a District of Columbia corporation listed on the OTC:BB under the symbol "CNTI" and the Philadelphia Stock Exchange under the symbols "CII.A" and "CII.B." This transaction represents the acquisition of a significant amount of assets otherwise than in the ordinary course of business.
(a) On June 23, 1999, the Registrant acquired 53.26% of Century Industries, inc., a District of Columbia corporation, by virtue of a Partial Acquisition Agreement and a Parent/Subsidiary agreement, signed on such date which provided for the acquisition of Century's control block of Class A common voting shares which constitute 53.26% of the fully diluted voting rights of the issued and outstanding Class A and Class B shares of Century Industries. The assets Interactive Gaming acquired by such agree lass A shares of Century Industries, Inc., such shares having on June 23, 1999 a book value of $2,523,114, and a market value of $2,195,067 based on the closing price of the last available trade.
Registrant agreed to issue seven and one half (7.5) million of its $.001 par value common shares in exchange for the acquisition of Century's control block. On June 23, 1999, these 7.5 million shares had a market value of $3,750,000, by virtue of Registrant's average per share trading value of $.50 for the 15 days preceding June 23, 1999. The parties agreed, in formulating the agreement, to value Century's control block shares at one and one half times their representative book value to effectuate t
Registrant is reporting the transaction as a partial acquisition which creates a parent/subsidiary relationship between Registrant and Century Industries and the source of funds therefore is the issuance of 7.5 million unregistered shares from its authorized but unissued shares to the entities and individuals comprising Century's control block.
The agreement also provides for alternative mechanisms for Registrant to acquire the remaining shares of Century on a basis "equal to or better than" the terms provided to Century's control block parties.
(b) Other than acquiring Century's aforedescribed control block shares, Registrant acquired no bulk sale assets such as plant, equipment, or physical property. All of Century's assets shall continue to be devoted to Century's use for the purposes previously chosen and utilized by Century.
Item 7.
(a) The 1st quarter 1999 10-Q financial statements of Century Industries, Inc., a fully reporting 12(g) EDGAR Electronic Filing Registrant, are attached hereto and made a part hereof as Exhibit "A".
(b) The registrant's pro forma financial information, with Century Industries, Inc.'s control block accounted for as a purchase, is as follows:
Pro Forma Balance Sheet at 3/31/99
| Registrant | Century | Consolidated | |
| Current Assets | |||
| Cash and Cash Equiv. | $ 44,645 | 142,122 | 186,767 |
| Accounts Receivable | 2,648,773 | 2,149,957 | 4,798,730 |
| Inventory | --- | 105,862 | 105,862 |
| Mkt. Securities | --- | 126,441 | 126,441 |
| Deferred tax asset | 100,000 | --- | 100,000 |
| Other current assets | --- | 194,673 | 194,673 |
| Total current assets | 2,793,418 | 2,719,056 | 5,512,474 |
| Property & Equip | |||
| Land & Bldg | --- | 378,269 | 378,269 |
| Software & Computers | 1,772,386 | 2,258,106 | 4,030,492 |
| Furn & fixtures | --- | 825,754 | 825,754 |
| Machinery & equipment | --- | 62,670 | 62,670 |
| Transportation equip | --- | 206,229 | 206,229 |
| Leasehold improvements | --- | 159,251 | 159,251 |
| Less: Accum. Dep.) | --- | (1,535,037) | (1,535,037) |
| Net Property & equip | 1,772,396 | 2,355,242 | 4,127,628 |
| Other Assets | |||
| Investments | --- | 707,666 | 707,666 |
| Security deposits | 1,118 | 105,653 | 106,771 |
| Goodwill: Net | --- | 1,828,326 | 1,828,326 |
| Due from related parties | --- | 618,513 | 618,513 |
| Other assets | --- | 319,084 | 319.084 |
| Total other assets | 1,118 | 3,579,242 | 3,580,360 |
| Total Assets | 4,566,922 | 8,653,540 | 13,220,462 |
| Current Liabilities | |||
| Accounts payable | 670,885 | 1,175,113 | 1,845,998 |
| Current Maturities | 60,000 | 567,692 | 627,692 |
| Capital lease oblig | --- | 103,325 | 103,325 |
| Notes payable | --- | --- | --- |
| Advances from S'holders | --- | 93,408 | 93,408 |
| Accrued expenses | --- | 1,288,525 | 1,288,525 |
| Dividends payable | --- | 16,389 | 16,389 |
| Total curr. lia | 730,885 | 3,244,451 | 3,975,337 |
| Long term less curr. | 243,021 | 639,432 | 882,453 |
| Cap lease less curr. | --- | 18,098 | 18,098 |
| Total liabilities | 973,906 | 3,901,981 | 4,875,888 |
| Minority interest | 14,207 | 2,235,630 | |
| Common stock, | 25,000,000 | ||
| authorized, | 23,944,903 | ||
| outstanding | 23,945 | ||
| Additional paid in capital | 6,085,999 | ||
| Total shareholders equity | 3,593,016 | 4,737,352 | 6,108,944 |
| Total liabilities and shareholders equity | 4,566,922 | 8,653,540 | 13,220,462 |
| Registrant | Century | Consolidated | ||||
| 12/31/98 | 3/31/99 | 12/31/98 | 3/31/99 | 12/31/98 | 3/31/99 | |
| Sales | 374,302 | 273,244 | 12,006,896 | 3,067,017 | 12,381,198 | 3,340,261 |
| Cost of Sales | --- | 7,563,425 | 1,651,083 | 7,563,425 | 1,651,083 | |
| Gross Profit | 273,244 | 4,443,471 | 1,415,934 | 4,817,773 | 1,689,178 | |
| Operating Costs | ||||||
| Payroll expense | 331,804 | 48,614 | 1,593,926 | 482,336 | 1,925,730 | 530,950 |
| Professional fees | 211,488 | 179 | 802,775 | 94,097 | 1,014,263 | 94,276 |
| Travel & entertainment | --- | 6,245 | 281,192 | 58,175 | 281,192 | 64,420 |
| Bad Debts | --- | --- | 168,685 | --- | 168,685 | --- |
| Depreciation | 186,719 | --- | 420,217 | 68,135 | 606,936 | 68,135 |
| Other | 149,546 | 9,961 | 431,544 | 149,546 | 441,505 | |
| Rent | 68,250 | 14,097 | --- | 68,250 | 14,097 | |
| Office expense | 14,822 | 2,948 | --- | 14,822 | 2,948 | |
| Telephone | 43,069 | 4,200 | --- | 43,069 | 4,200 | |
| Bank charges | 15,180 | 578 | --- | 15,180 | 578 | |
| Total operating costs | 1,020,878 | 86,821 | 5,856,142 | 1,134,287 | 6,877,020 | 1,221,108 |
| Operating Income | (646,576) | 186,423 | (1,412,671) | 281,647 | (2,059,247) | 468,070 |
| Earnings per share | (.05) | .01 | (.14) | .01 | (.13) | .02 |
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
July 16, 1999
Interactive Gaming & Communications Corp.
Michael Simone, President
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