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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) October 20, 1997
THE SCORE BOARD, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-16913 22-2766077
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification Number)
1951 Old Cuthbert Road
Cherry Hill, New Jersey 08034
(Address, including zip code of Principal Executive Offices)
(609) 354-9000
(Registrant's telephone number, including area code)
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Item 5. Other Events
On October 20, 1997, Registrant reached an agreement with Frontier
Corporation, the parent company of Frontier Communications International, Inc.
("Frontier"), to terminate the distribution and telecommunication service
agreements between the companies relating to prepaid telephone calling cards. To
resolve various mutual obligations to produce and distribute calling card
products and to address outstanding issues relating to usage of
telecommunication services, Frontier paid Registrant $5,400,000 on October 24,
1997, and each party forgave outstanding trade receivables and related accounts.
As a result of the agreement, Registrant will record a net gain of $5,500,000 in
its 1997 fourth quarter.
When Registrant and Frontier entered into the distribution agreement in
December 1996, Registrant agreed to nominate a representative of Frontier to its
Board of Directors. James G. Dole was subsequently elected to the Board of
Directors as Frontier's nominee. In connection with the termination of the
agreements, Mr. Dole has resigned from the Board of Directors, and Registrant
has no further obligation to cause a representative of Frontier to be appointed
to its Board.
On October 21, 1997, Registrant entered into an agreement to purchase and
retire $4,000,000 in principal amount of its 9.0% convertible, subordinated
debentures due September 1, 2002, for a purchase price of $2,300,000. The early
retirement of the debentures took place on October 28, 1997, and will result in
an extraordinary pretax gain of approximately $1,700,000 in Registrant's 1997
fourth quarter.
In November 1996, Registrant issued 1,600,000 shares of its Common Stock
at $2.49 per share and warrants to acquire 2,720,000 shares of its Common Stock
at $3.07 per share to purchasers led by Technology Leaders II L.P. and
Technology Leaders II Offshore C.V. (collectively, the "Purchasers"). Effective
as of October 17, 1997, and in consideration of the Purchasers commitment to
make certain loans to, or an equity investment in, Registrant, Registrant agreed
to amend the purchase price of the warrants from $3.07 to $1.00.
Attached as Exhibit 1 is a September 30, 1997 balance sheet reflecting
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pro forma adjustments for the retirement of the debentures and the agreement
with Frontier. The weighted average number of shares outstanding at September
30, 1997 was 14,689,000.
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.
THE SCORE BOARD, INC.
Date: October 28, 1997 By: /s/ John F. White
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John F. White
President
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EXHIBIT 1
The Score Board, Inc. and Subsidiaries
Consolidated Balance Sheets
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(Unaudited) Proforma
September 30, Proforma September 30,
1997 Adjustments 1997
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Current assets:
Cash $ 495,000 $ 3,100,000 $ 3,595,000
Accounts receivable, net of reserve for returns and doubtful
accounts of $2,500,000 and $3,200,000 11,707,000 (1,000,000) 10,707,000
Inventories 8,987,000 8,987,000
Prepaid expenses 992,000 992,000
Prepaid contracts 242,000 242,000
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Total current assets 22,423,000 2,100,000 24,523,000
Fixed assets, net of accumulated depreciation 1,076,000 1,076,000
Intangible and other assets, net of accumulated amortization 510,000 510,000
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$ 24,009,000 $ 2,100,000 $ 26,109,000
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Current liabilities:
Bank indebtedness $ 7,746,000 $ - $ 7,746,000
Accounts payable 10,510,000 (1,900,000) 8,610,000
Accrued liabilities 4,691,000 800,000 5,491,000
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Total current liabilities 22,947,000 (1,100,000) 21,847,000
Subordinated debentures 4,000,000 (4,000,000) -
Stockholders' equity (deficit):
Preferred stock - $.01 par value, authorized 10,000,000 - - -
shares; no shares issued
Common stock - $.01 par value, authorized 30,000,000
shares; issued 14,689,142 shares at September 30, 1997 147,000 147,000
Additional paid in capital 29,427,000 - 29,427,000
Accumulated deficit (32,512,000) 7,200,000 (25,312,000)
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Total stockholders' equity (deficit) (2,938,000) 7,200,000 4,262,000
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$ 24,009,000 $ 2,100,000 $ 26,109,000
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