SECURITES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): April 20,
1995
Xylogics, Inc.
_______________________________________________________________
__ (Exact Name of Registrant as Specified in its
Charter)
Delaware
_______________________________________________________________
__ (State or Other Jurisdiction of Incorporation)
0-15487 04-2669596
_______________________ __________________________
(Commission File Number) (IRS Employer Identification
No.)
53 Third Avenue, Burlington, MA 01803
_______________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(617) 272-8140
_______________________________________________________________
__ (Registrant's Telephone Number, Including Area Code)
N/A
_______________________________________________________________
__ (Former Name or Former Address, if Changed Since Last
Report)
<PAGE> 1
XYLOGICS, INC.
The undersigned Registrant hereby amends Item 7 of its Current
Report on Form 8-K dated April 20, 1995 to read in its entirety
as follows:
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired. See pages
3 through 18 hereof.
(b) Pro Forma financial information. See pages 19 through
25 hereof.
(c) Exhibits: None.
<PAGE> 2
SCORPION LOGIC LIMITED AND SUBSIDIARY
FINANCIAL STATEMENTS
AS OF OCTOBER 31, 1994, JULY 31, 1994,
AND JULY 31, 1993
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC
ACCOUNTANTS
<PAGE> 3
AUDITORS' REPORT TO THE SHAREHOLDERS OF
SCORPION LOGIC LIMITED
We have audited the financial statements on pages five to ten
which have been prepared under the historical cost conventions
and the accounting policies set out on page seven.
RESPECTIVE DUTIES OF DIRECTORS AND AUDITORS
As described on page seven of the financial statements, the
company's directors are responsible for the preparation of
financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements
and to report our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards
issued by the Auditing Practices Board. An audit includes
examination on a test basis, of evidence relevant to the
amounts and disclosures in the financial statements. It also
includes an assessment of the significant estimates and
judgments made by the directors in the preparation of the
financial statements, and of whether the accounting policies
are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable
assurance that the financial statements are free from material
misstatement, whether caused by fraud or other irregularity or
error. In forming our opinion we also evaluated the adequacy
of the presentation of information in the financial statements.
OPINION
In our opinion the financial statements give a true and fair
view of the state of the company's affairs at 31st October l994
and of its profit for the period then ended and have been
properly prepared in accordance with the Companies Act l985 as
applicable to small companies.
Richard Tarr
Chartered Accountants
Registered Auditors
132 Cassiobury Drive
Watford
Herts WD I 3AJ
England
9th January l995
<PAGE> 4
<TABLE>
SCORPION LOGIC LIMITED
PROFIT AND LOSS ACCOUNT
For the period ended 31st October 1994
<CAPTION>
Note 1994
Dollars
_____ _______
<S> <C> <C>
Turnover 3 710,366
Cost of sales (360,453)
_________
GROSS PROFIT 349,913
Other operating expenses (238,700)
_________
OPERATING PROFIT 111,213
Interest receivable 7 3,120
_________
Profit on ordinary
activities before taxation 5 114,333
Taxation 6 (28,322)
_________
PROFIT on ordinary activities after taxation 86,011
Dividends 0
_________
RETAINED PROFITS carried forward 86,011
_________
Turnover from continuing operations 740,928
Profits from continuing operations 114,333
There were no recognised gains or losses other than the profit
for the financial period.
</TABLE>
<PAGE> 5
<TABLE>
SCORPION LOGIC LIMITED
BALANCE SHEET
As at 31st October 1994
<CAPTION>
Note 1994
Dollars
Dollars
_____ _______
_______
<S> <C> <C> <C>
TANGIBLE FIXED ASSETS 8
30,221
CURRENT ASSETS
Stocks 9 100,041
Debtors 10
586,158
Bank and cash
23,687
______
__
709,88
6
______
__
CURRENT LIABILITIES (items due within one year)
Trade creditors
232,355
Other creditors 11
114,517
______
__
346,87
2
______
__
363,01
4
______
__
NET ASSETS
393,235
________ CAPITAL AND RESERVES
Called up share capital 12
3,421
Share premium account 13
279,962
Profit and loss account
86,011
Cumulative translation adjustment
23,841
________ SHAREHOLDERS FUNDS
393,235
________
The financial statements on pages five to ten were approved by
the board of directors on 9 January 1995.
Sean Harding Director
___________________________
</TABLE>
<PAGE> 6
SCORPION LOGIC LIMITED
NOTES TO THE FlNANCIAL STATEMENTS
For the period ended 31st October 1994
1. ACCOUNTING POLICIES
The accounting policies that the company has adopted to
determine the amounts included in respect of material items
shown in the balance sheet, and also to determine the profit or
loss are shown below.
GENERAL NOTE
These financial statements have been prepared in compliance
with the provisions of the Companies Act 1985 and take account
of the Statements of Standard Accounting Practice issued by the
Institute of Chartered Accountants in England and Wales. The
financial statements have been prepared using the historical
cost basis of accounting.
DEPRECIATION
Fixed Assets are depreciated on a straight line basis over the
estimated useful life of the assets.
The rates of depreciation used by the company are:
Equipment and furniture 3 years
DEFERRED TAXATION
No provision for deferred taxation has been made in the
financial statements since, in the opinion of the directors, no
material timing differences will arise in the foreseeable
future.
TURNOVER
Turnover is the amount receivable for goods and services
supplied to customers, net of Value Added Tax and trade
discounts.
2. STATEMENT OF DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare financial
statements for each financial year which give a true and fair
view of the state of affairs of the company and of the profit
or loss of the company for that period. In preparing those
financial statements, the directors are required to
-select suitable accounting policies and then apply them
consistently;
-make judgments and estimates that are reasonable and
prudent;
-prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the company and to enable them to ensure
that the financial statements comply with the Companies Act
1985. They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
<PAGE> 7
3. TURNOVER
The turnover and pre tax profit is attributable to the main
activity of the company. The company carried out its
activities
wholly in the United Kingdom.
1994
Dollars
________
4. STAFF COSTS
Staff costs (including executive directors) arising during
the period amounted to:
<TABLE>
<S> <C>
Wages and salaries 68,465
Social Security 6,971
_______
75,436
_______
Average number of employees 2
</TABLE>
5. PROFIT ON ORDINARY ACTIVITIES
This is stated after charging:
<TABLE>
<S> <C>
Directors remuneration 47,852
Auditors remuneration 2,063
Depreciation 6,044
</TABLE>
6. TAXATION
<TABLE>
<S> <C>
Corporation tax at 25% based on the taxable
profits of the period 28,322
_______
</TABLE>
<PAGE> 8
7. INTEREST RECEIVABLE
<TABLE>
<S> <C>
Interest from bank deposits 3,120
_______
</TABLE>
8. TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
Equipment
_________
<S> <C>
COST
Additions 36,265
DEPRECIATION
Charge 6,044
_______
NET BOOK VALUE
31st October 1994
30,221
_______ </TABLE>
1994
Dolla
rs
_____
__
9. STOCKS
<TABLE>
<S> <C>
Stocks are comprised of:
Components
60,527
Part finished products
39,514
_____
__
100,0
41
_____
__
</TABLE>
10. DEBTORS
Due within one year:
<TABLE>
<S> <C>
Trade debtors
582,856
Other debtors
3,302
_____
__
586,1
58
_____
__
</TABLE>
11. OTHER CREDITORS
<TABLE>
<S> <C>
Inland Revenue 4,506
Customes & Excise 65,642
Corporation tax 30,312
Other creditors 14,057
_____
114,517
_____
</TABLE>
<PAGE> 9
1994
Dolla
rs
_____
__
12. SHARE CAPITAL
<TABLE>
<S> <C>
Authorised, issued and fully paid:
1,500 Ordinary shares 2,292
604 Preference shares 923
135 Redeemable Ordinary shares 206
_____
_
3,421
_____
_
</TABLE>
13. RESERVES
<TABLE>
<S> <C>
Share Premium Account
Premium received on issue of shares 279,962
_______
</TABLE>
<PAGE> 10
AUDITORS' REPORT TO THE SHAREHOLDERS OF
INFINITE NETWORKS LIMITED
We have audited the financial statements on pages twelve to
eighteen which have been prepared under the historical cost
convention and the accounting policies set out on page
fourteen.
RESPECTIVE DUTIES OF DIRECTORS AND AUDITORS
As described on page fourteen of the financial statements, the
company's directors are responsible for the preparation of
financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements
and to report our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards
issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the
amounts and disclosures in the financial statements. It also
includes an assessment of the significant estimates and
judgments made by the directors in the preparation of the
financial statements, and of whether the accounting policies
are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable
assurance that the financial statements are free from material
misstatement, whether caused by fraud or other irregularities
or error. In forming our opinion we also evaluated the
adequacy of the presentation of information in the financial
statements.
OPINION
In our opinion the financial statements give a true and fair
view of the state of the company's affairs at 31st July 1994
and of its profit for the year then ended and have been
properly prepared in accordance with the Companies Act 1985 as
applicable to small companies.
Richard Tarr
Chartered Accountants
Registered Auditors
132 Cassiobury Drive
Watford
Herts WD1 3AJ
England
4th October 1994
<PAGE> 11
<TABLE>
INFINITE NETWORKS LIMITED
PROFIT AND LOSS ACCOUNT
For the year ended 31st July 1994
<CAPTION>
Note 1994 1993
Dollars Dollars
_____ _________ ________
<S> <C> <C> <C>
Turnover 3 898,100 369,863
Royalty receivable 425,427 106,740
__________ _________
1,323,527 476,603
Cost of Sales (780,161) (197,485)
__________ _________
GROSS PROFIT 543,366 279,118
Other operating expenses (479,267) (220,397)
__________ _________
OPERATING PROFIT 64,099 58,721
Interest receivable 7 1,633 1,247
Interest payable 8 (8,775) (8,015)
__________ _________
Profit on ordinary
activities before taxation 5 56,957 51,953
Taxation 6 (19,067) (10,863)
__________ _________
PROFIT on ordinary activities after
taxation 37,890 41,090
Dividends 0 0
__________ _________
37,890 41,090
Balance brought forward 31,146 (8,752)
__________ _________
RETAINED PROFITS carried forward 69,036 32,338
__________ _________
</TABLE>
<PAGE> 12
<TABLE>
INFINITE NETWORKS LIMITED
BALANCE SHEET
As at 31st July 1994
<CAPTION>
Note 1994 1993
Dollars Dollars Dollars
Dollars _____ _______ _______ _______
_______
<S> <C> <C> <C> <C> <C>
TANGIBLE FIXED ASSETS 9 27,903
53,730
INTANGIBLE FIXED ASSETS 10 2,827
5,448
CURRENT ASSETS
Stocks 11 44,844 33,875
Debtors 12 192,672 228,284
Bank and cash 47,855
52,879
_______
_______
285,371
315,038
_______
_______
CURRENT LIABILITIES (items due within one year)
Trade creditors 116,446
103,249
Other creditors 14 47,287
59,559
Bank loan 13 15,425
14,860
Hire purchase
liabilities 7,128
8,279
Corporation tax 19,511
10,314
_______
_______
205,797
196,261
_______
_______
79,574
118,777
________
_______
110,304
177,955
OTHER LIABILITIES (items due after more than one year)
Bank loan 13 38,563 52,010
Hire purchase
commitments 1,439 12,723
Long term
development loan 15 0 79,505
_______ _______
40,002
144,238
_______
_______
NET ASSETS 70,302
33,717
_______
_______
CAPITAL AND RESERVES
Called up share
capital 16 309
297
Profit and loss account 69,036
32,338
Cumulative translation
adjustment 957
1,082
_______
_______
SHAREHOLDERS FUNDS 70,302
33,717
_______
_______
The financial statements on pages twelve to eighteen were
approved by the board of directors on 4th October 1994.
Sean Harding Director
___________________________
</TABLE>
<PAGE> 13
INFINITE NETWORKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st July 1994
1. ACCOUNTING POLICIES
The accounting policies that the company has adopted to
determine the amounts included in respect of material items
shown in the balance sheet, and also to determine the profit or
loss are shown below.
GENERAL NOTE
These financial statements have been prepared in compliance
with the provisions of the Companies Act 1985 and take account
of the Statements of Standard Accounting Practice issued by the
Institute of Chartered Accountants in England and Wales. The
financial statements have been prepared using the historical
cost basis of accounting.
DEPRECIATION
Fixed Assets are depreciated on a straight line basis over the
estimated useful life of the assets.
The rates of depreciation used by the company are:
Equipment and furniture 3 years
Motor vehicles 4 years
AMORTIZATION
Intangible fixed assets are amortized on a straight line basis
over three years.
DEFERRED TAXATION
No provision for deferred taxation has been made in the
financial statements since, in the opinion of the directors, no
material timing differences will arise in the foreseeable
future.
TURNOVER
Turnover is the amount receivable for goods and services
supplied to customers, net of Value Added Tax and trade
discounts.
2. STATEMENT OF DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare financial
statements for each financial year which give a true and fair
view of the state of affairs of the company and of the profit
or loss of the company for that period. In preparing those
financial statements the directors are required to
-select suitable accounting policies and then apply them
consistently;
-make judgments and estimates that are reasonable and
prudent;
-prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the company and to enable them to ensure
that the financial statements comply with the Companies Act
1985. They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the
prevention
and detection of fraud and other irregularities.
<PAGE> 14
3. TURNOVER
The turnover and pre tax profit is attributable to the main
activity of the company. The company carried out its
activities wholly in the United Kingdom.
1994 1993
Dollars
Dollars _______
_______
4. STAFF COSTS
Staff costs (including executive directors) arising during the
year amounted to:
<TABLE>
<S> <C> <C>
Wages and salaries 231,522
76,733
Social Security 25,778
7,242
_______
______
257,300
83,974
_______
______
Average number of employees 4
4
DIRECTORS' REMUNERATION
The remuneration paid to the directors of Infinite Networks
Limited was:
Fees 182,989
42,799
Other emoluments 0
0
Fees disclosed above include
amounts paid to:
The chairman 69,086
13,330
Highest paid director 86,356
18,434
All directors remuneration falls into the following ranges:
7,500 dollars to 15,000 dollars 0
2
15,001 dollars to 22,500 dollars 0
1
22,501 dollars to 30,000 dollars 1
0
67,500 dollars to 75,000 dollars 1
0
82,500 dollars to 90,000 dollars 1
0
</TABLE>
5. PROFIT ON ORDINARY ACTIVITIES
This is stated after charging:
<TABLE>
<S> <C> <C>
Auditors remuneration 2,939
1,487
Depreciation 22,459
19,531
Amortization 2,763
2,870
</TABLE>
6. TAXATION
<TABLE>
<S> <C> <C>
Corporation tax at 25% based on
the taxable profits of the year 19,349
10,863
</TABLE>
<PAGE> 15
1994 1993
Dollars Dollars
_______ _______
7. INTEREST RECEIVABLE
<TABLE>
<S> <C> <C>
Interest from bank deposits 1,671 1,184
</TABLE>
8. INTEREST PAYABLE
<TABLE>
<S> <C> <C>
Bank interest 5,127 2,776
On hire purchase contracts 3,852 4,834
_______
_______
8,979 7,610
_______
_______
</TABLE>
9. TANGIBLE FIXED ASSETS
Motor
Equipment Vehicles Total
_________ _________
________
<TABLE>
<S> <C> <C> <C>
COST
Brought forward 48,900 28,770
77,670
Additions 26,978 0
26,978
Disposals (26,298) (10,394)
(36,692)
________ ________
________
49,580 18,376
67,956
________ ________
________
DEPRECIATION
Brought forward 18,728 7,193
25,921
Charge 21,482 4,595
26,077
Disposals (9,346) (2,599)
(11,945)
________ ________
________
30,864 9,189
40,053
________ ________
________
NET BOOK VALUE
31st July 1994 18,716 9,187
27,903
________ ________
________
31st July 1993 31,327 22,403
53,730
________ ________
________
</TABLE>
<PAGE> 16
10. INTANGIBLE FIXED ASSETS
Software
License
_________
<TABLE>
<S> <C>
COST
Brought forward 8,484
Additions 0
_______
8,484
_______
AMORTIZATION
Brought forward 2,829
Charge 2,827
_______
5,656
_______
NET BOOK VALUE
31st July 1994 2,828
_______
31st July 1993 5,738
_______
</TABLE>
1994 1993
Dollars Dollars
_______ _______
11. STOCKS
Stocks are comprised of:
<TABLE>
<S> <C> <C>
Components 0
3,369
Finished products 44,844
30,236
_______
_______
44,844
33,605
_______
_______
</TABLE>
12. DEBTORS
<TABLE>
<S> <C> <C>
Due within one year:
Trade debtors 180,041
224,621
Other debtors 12,632
3,663
_______
_______
192,673
228,284
_______
_______
</TABLE>
<PAGE> 17
13. BANK LOAN
The bank loan is secured under the Government Small Firms Loan
Guarantee Scheme.
14. OTHER CREDITORS
1994 1993
Dollars Dollars
_______ _______
<TABLE>
<S> <C> <C>
Inland Revenue 13,739
9,675
Customs and Excise 21,470
15,327
Directors loan accounts 1,259
8,946
Other creditors 10,819
25,611
_______
_______ 47,287
59,559
_______
_______ </TABLE>
15. LONG TERM DEVELOPMENT LOAN
This loan was repaid during the year by deduction from
royalties receivable.
16. SHARE CAPITAL
<TABLE>
<S> <C> <C>
Authorized:
1,000 Ordinary shares of
1 pound sterling each 1,543 1,486
_______
_______ Issued:
200 Ordinary shares of
1 pound sterling each 309 297
_______
_______ </TABLE>
<PAGE> 18
XYLOGICS, INC.
SCORPION LOGICS LIMITED
INFINITE NETWORKS LIMITED
Pro Forma Condensed Statements of
Operations For the Year Ended October 31,
1994 and the
Three Months Ended January
28, 1995 (Unaudited)
The following pro forma condensed statement of operations gives
effect to the acquisition of Scorpion Logic, Limited (Scorpion)
and Infinite Networks, Limited (Infinite) by Xylogics, Inc..
These statements combine the consolidated statements of
operations of Xylogics, Inc. and the statements of operations
of Scorpion Logic, Limited and Infinite Networks, Limited for
the year ended October 31, 1994 and the three months ended
January 28, 1995. The pro forma statements assume the business
combination was effective on November 1, 1993 and that the
transaction was account for as a purchase. The pro forma data
reflects the acquisition of all of the outstanding shares of
Scorpion and Infinite. Xylogics, Inc. paid Scorpion $4,939,000
in cash and issued 244,000 shares of Xylogics, Inc. common
stock. The pro forma data does not purport to be indicative of
the results that actually would have been reported if the
acquisition had been effective as of November 1, 1993, or which
may be reported in the future. This pro forma data should be
read in conjunction with the accompanying notes, the pro forma
condensed balance sheet and the respective historical
consolidated financial statements and related notes of
Xylogics, Inc., Scorpion, and Infinite.
<PAGE> 19
<TABLE>
XYLOGICS, INC.
SCORPION LOGICS
LIMITED
INFINITE NETWORKS
LIMITED
Pro Forma Condensed Statements of
Operations For The Year Ended October
31, 1994
(Unaudited)
<CAPTION>
Pro Forma Pro
Forma
Xylogics Scorpion Infinite
Adjustments Combined
___________ ________ __________
___________ ___________
<S> <C> <C> <C> <C>
<C>
Net Sales $50,421,182 710,366 (a)$2,025,524 (b)
$(710,366) $52,446,706
Cost of
Goods Sold 26,154,545 360,453 1,193,957(b)
(710,366) 26,998,589
__________ __________ __________
____________ __________
Gross Profit 24,266,637 349,913 831,567
0 25,448,117
Operating
Expenses 19,159,565 238,700 733,470 (c)
7,662,039 27,793,774
__________ __________ __________
___________ __________
Income(Loss)from
Operations 5,107,072 111,213 98,097
(c)(7,662,039) (2,345,657)
Interest Income
(Expense),
Net Combined 284,151 3,120 (10,930)
0 276,341
Foreign Exchange
(Loss) (9,113) 0 0
0 (9,113)
__________ __________ __________
__________ __________
Net (Loss) before
Income Taxes 5,382,110 114,333 87,167
(c)(7,662,039) (2,078,429)
Provision (Benefit)
for Income Taxes 1,935,559 28,322 29,180 (d)
(501,049) 1,492,012
__________ __________ __________
__________ __________
Net Income
(Loss) $3,446,551 $86,011 $57,987
$(7,160,990) $(3,570,441)
__________ __________ __________
__________ ___________
Earnings (Loss)
Per Common Share $0.63
$(0.71)
Weighted Average Number
of Common and Common
Equivalent Shares
Outstanding: 5,474,772
(e)5,045,848
</TABLE>
<PAGE> 20
<TABLE>
XYLOGICS, INC.
SCORPION LOGICS
LIMITED
INFINITE NETWORKS
LIMITED
Pro Forma Condensed Statements of
Operations For The Three Months Ended
January 28, 1995
(Unaudited)
<CAPTION>
Pro Forma Pro Forma
Xylogics Scorpion Infinite
Adjustments Combined
___________ ________ __________
___________ ___________
<S> <C> <C> <C> <C>
<C>
Net Sales $14,545,214 $347,559 $ 998,445 (b)$
(347,559) $15,543,659
Cost of Goods
Sold 7,570,617 177,255 589,082 (b)
(347,559) 7,989,395
__________ __________ __________
___________ ___________
Gross Profit 6,974,597 170,304 409,363
0 7,554,264
Operating Expenses 5,388,889 67,169 143,133 (c)
7,662,039 13,261,230
__________ __________ __________
___________ ___________
Income (Loss) from
Operations 1,585,708 103,135 266,230 (c)
(7,662,039) (5,706,966)
Interest Income
(Expense),
Net Combined 126,132 1,221 (4,279)
0 123,074
Foreign Exchange
(Loss) (10,544) 0 0
0 (10,544)
__________ __________ __________
___________ ___________
Net (Loss) before
Income Taxes 1,701,296 104,356 261,951 (c)
(7,662,039) (5,594,436)
Provision (Benefit)
for Income Taxes 510,389 26,089 65,487 (d)
(501,049) 100,916
__________ __________ __________
___________ ___________
Net Income (Loss) $1,190,907 $78,267
$196,464 $(7,160,990) $(5,695,352)
__________ __________
__________ ___________ ___________
Earnings (Loss) Per
Common Share $0.20
$(1.08)
Weighted Average Number
of Common and Common
Equivalent Shares
Outstanding:
Primary Shares 5,746,007
0
Fully Diluted
Shares 5,823,756
0
Weighted Average 0
(e)5,282,800
</TABLE>
<PAGE> 21
XYLOGICS, INC.
SCORPION LOGICS
LIMITED
INFINITE NETWORKS
LIMITED
Pro Forma Condensed Statements of
Operations For the Year Ended October 31,
1994 and the
Three Months Ended January
28, 1995 (Unaudited)
Note 1 Pro Forma Adjustments
______ ________________________________
(a) Infinite Networks, Limited operating results reflect the
twelve months ended October 31, 1994 to be comparable to
Scorpion Logic, Limited and Xylogics, Inc. operating results
for the years ended October 31, 1994.
(b) Intercompany transactions have been eliminated.
(c) Pro forma operating expenses have been adjusted to reflect
the write off of $6,741,000 of in process research and
development and $921,000 of Xylogics, Inc. intangible assets
impaired as a result of the acquisition. Amortization expense
has not been restated to reflect the changes resulting from the
acquisition as the impact on the operating results is
immaterial.
(d) Pro forma provision for income taxes has been adjusted to
reflect the tax benefit resulting from the write-off of
Xylogics, Inc. impaired intangible assets and certain expenses
related to the transaction.
(e) The shares used to compute the pro forma combined net loss
per share reflect Xylogics, Inc. weighted average common shares
outstanding and 244,000 shares of Xylogics, Inc. stock issued
as part of the purchase price. No common share equivalents are
used to compute net loss per share as the results would be
antidilutive.
<PAGE> 22
XYLOGICS, INC.
SCORPION LOGICS LIMITED
INFINITE NETWORKS LIMITED
Pro Forma Condensed Balance
Sheet January 28, 1995
(Unaudited)
The following pro forma condensed balance sheet gives effect to
the acquisition of Scorpion Logic, Limited (Scorpion) and
Infinite Networks, Limited (Infinite) on April 20, 1995. This
statement combines the consolidated unaudited balance sheet of
Xylogics, Inc. and the unaudited consolidated balance sheets of
Scorpion and Infinite as of January 28, 1995 and assumes that
the transaction was accounted for as a purchase. The pro forma
data reflects the acquisition of all outstanding shares of
Scorpion and Infinite. Xylogics, Inc. paid Scorpion $4,939,000
in cash and issued 244,000 shares of Xylogics, Inc. common
stock. The pro forma data does not purport to be indicative of
the results that actually would have been reported if the
acquisition had been effective as of January 28, 1995, or
which may be reported in the future. This pro forma data should
be read in conjunction with the accompanying notes, the pro
forma condensed statement of operations and the respective
historical consolidated financial statements and related notes
of Xylogics, Inc., Scorpion, and Infinite.
<PAGE> 23
<TABLE>
XYLOGICS, INC.
SCORPION LOGICS LIMITED
INFINITE NETWORKS LIMITED
Pro Forma Condensed Balance Sheet
As Of January 28, 1995 (Unaudited)
<CAPTION>
Pro
Forma
Adjustments ProForma
Xylogics Scorpion Infinite Debit
Credit Combined
_________ _________ _________
______________________ ___________
<S> <C> <C> <C> <C>
<C> <C>
ASSETS
_______
Current Assets
Cash and cash
equivalents $12,199,854 $ 304,554 $ 26,382
(a)$4,939,295 $ 7,591,495
Accounts
receivable 9,966,421 636,971 757,061
(b) 636,971 10,723,482
Refundable income
taxes 333,000 0 0
333,000
Inventories 5,538,498 410,835 0
5,949,333
Prepaid expenses 1,882,709 0 0
1,882,709
Prepaid income
taxes 260,148 0 0 (c)
501,049
761,197
__________ __________ ________
______________________ ___________
Total Current
Assets 30,180,630 1,352,360 783,443
501,049
5,576,266 27,241,216
Equipment and
Improvements, at cost:
Equipment 13,723,221 37,597 58,598
13,819,416
Furniture 554,811 0 0
554,811
Leasehold
improvements 694,659 0 0
694,659
__________ __________ ________
______________________ ___________
14,972,691 37,597 58,598
15,068,886
Less: Accumulated
depreciation
and amortization 12,183,258 4,672 39,619
12,227,547
Other Asset 4,176,190 0 772
(d)1,700,000
(e) 920,659 4,956,301
__________ __________ ________
_____________________ ___________
Total Assets $37,146,253 1,385,285 $803,194
$2,201,049
$6,496,925 $35,038,856
__________ __________ ________
______________________ ___________
LIABILITIES AND STOCKHOLDERS' INVESTMENT
________________________________________
Current Liabilities:
Accounts
payables $3,042,083 $851,250 $284,680 (b)$
636,971
$3,541,042
Accrued expenses 4,670,734 89,110 114,836
9,018
(f)1,299,501 6,165,163
Short-term debt 0 83,300 44,364 (g)
83,300
44,364
__________ __________ ________
______________________ ___________
Total Current
Liabilities 7,712,817 1,023,660 443,880
729,289
1,299,501 9,750,569
Deferred Income
Taxes 2,893,347 0 165,278
3,058,625
Commitments
Stockholders'
Investment:
Common stock,
$0.10 par value -
Authorized --
25,000,000 shares.
Issued --
5,334,455 shares at
January 28, 1995
and 5,272,032
shares at
October 31, 1994 509,045 3,439 309 (h) 3,748
(j) 24,400 533,445
Additional
paid-in capital 14,719,211 281,409 0 (h)
281,409
(j)3,132,350 17,851,561
Retained
earnings 11,546,208 76,777 193,727
(i)7,737,681
4,079,031
Treasury stock -
10,000 at
January 28, 1995
and 4,776 shares
at October 31,
1994. (234,375) 0 0
(234,375)
__________ __________ ________
______________________ ___________
Total
Stockholders'
Investment 26,540,089 361,625 194,036
8,022,838
3,156,750 22,229,662
__________ __________ ________
______________________ ___________
Total Liabilities
and Stockholders'
Investment $37,146,253 $1,385,285 $803,194
$8,752,127 $4,456,251 $35,038,856
__________ __________ ________
______________________ ___________
See accompanying notes.
</TABLE>
<PAGE> 24
XYLOGICS, INC.
SCORPION LOGICS LIMITED
INFINITE NETWORKS LIMITED
Pro Forma Condensed Balance
Sheet January 28, 1995
(Unaudited)
Note 1 Pro Forma Adjustments
______ ________________________________
(a) To reflect the cash component of the acquisition price.
(b) To eliminate intercompany receivables/payables.
(c) To reflect the tax benefit of the write-off of Xylogics,
Inc. impaired intangible assets and certain transaction
related expenses.
(d) To record intangible assets and goodwill acquired as a
result of the acquisition.
(e) To reflect the write-off Xylogics, Inc. impaired
intangible assets.
(f) To accrue for transaction related expenses.
(g) To reflect a repayment of a Scorpion Logic, Limited
shareholder loan.
(h) To eliminate Scorpion Logic, Limited and Infinite
Networks, Limited equity accounts.
(i) To reflect the acquisition related charges of $6,741,000
for in-process research and development, $921,000 of Xylogics,
Inc. impaired intangible assets and the elimination of Scorpion
Logic, Limited and Infinite Networks, Limited retained
earnings.
(j) To reflect the issuance of 244,000 shares of Xylogics,
Inc. common stock.
<PAGE> 25
