<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 14, 1999
--------------------------------
Altris Software, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
California 0-15935 95-3634089
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission file number) (IRS employer
incorporation) identification no.)
9339 Carroll Park Drive, San Diego, California 92121
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (619) 625-3000
------------------------------
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
EXPLANATORY NOTE
On May 14, 1999, Altris Software, Inc. ("the Company")
completed a transaction whereby, Spescom Ltd, a South African company
acquired a 60% interest in the Company's wholly-owned subsidiary Altris
Software, Ltd. All of the outstanding stock of Trimco Group plc, a United
Kingdom company ("Trimco"). The Company's Current Report on Form 8-K dated,
May 14, 1999 (the "Form 8-K") was filed with the Securities and Exchange
Commission on May 28, 1999 to report the completion of such transactions.
This Amendment No. 1 on Form 8-K/A is being filed in order to provide the pro
forma financial information required under Item No. 7 that was unavailable at
the time of the filing of the Form 8-K. Except as specifically amended by
this Form 8-K/A, the Form 8-K shall remain unchanged.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Unaudited Pro Forma Financial Information (1):
Pro Forma Consolidated Balance Sheet as of March 31, 1999
Pro Forma Consolidated Statement of Operations for the year
ended December 31, 1998
Pro Forma Consolidated Statement of Operations for the three
months ended March 31, 1999
Condensed Notes to Pro Forma Consolidated Financial Statements
---------------------
(1) Attached hereto as pages F-1 through F-5
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.
Date: June 30, 1999
ALTRIS SOFTWARE, INC.
By:/s/ John W. Low
---------------------------
John W. Low
Chief Financial Officer
3
<PAGE>
ALTRIS SOFTWARE, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Unaudited pro forma consolidated balance sheet at March 31, 1999 and pro
forma consolidated statements of operation for the year ended December 31,
1998 and the three months ended as of March 31, 1999,
F-1
<PAGE>
ALTRIS SOFTWARE, INC.
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 391 $ 2,039 (a)(e) $ 2,430
Receivables, net 495 (259)(a) 236
Inventory, net 275 (8)(a) 267
Other current assets 193 (66)(a) 127
-------- -------- --------
Total current assets 1,354 1,706 3,060
Property and equipment, net 1,368 (792)(a) 576
Computer software, net 4,510 -- 4,510
Goodwill, net 1,983 (1,907)(a) 76
Long-term restricted cash -- 200 (f) 200
Other assets 270 -- 270
Investment in ASL -- 160 (a) 160
-------- -------- --------
Total assets $ 9,485 $ (633) $ 8,852
======== ======== ========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 2,921 $ (807)(a) $ 2,114
Accrued liabilities 2,095 (659)(a) 1,436
Notes payable 700 (383)(a) 317
Deferred revenue 3,667 (952)(a) 2,715
-------- -------- --------
Total current liabilities 9,383 (2,801) 6,582
Long-term notes payable 421 -- 421
Deferred revenue, long term portion 1,963 -- 1,963
Deferred gain on Spescom transaction -- 200 (f) 200
Other long term liabilities 1,162 -- 1,162
Subordinated debt, net of discount 2,620 -- 2,620
--------- -------- --------
Total liabilities 15,549 (2,601) 12,948
--------- -------- --------
Commitments -- -- --
Mandatorily redeemable convertible preferred stock, $1,000
par value, 3,000 shares authorized; 3,000 shares issued
and outstanding ($3,455,000 total liquidation preference) 3,108 -- 3,108
Shareholders' deficit:
Common stock, no par value, 20,000,000 shares authorized;
9,615,163 and 11,615,163 issued and outstanding, respectively 61,096 1,800 (e) 62,896
Common stock warrants 585 65 (g) 650
Accumulated other comprehensive income 65 (65)(a) --
Accumulated deficit (70,918) 168 (a) (70,750)
-------- -------- --------
Total shareholders' deficit (9,172) 1,968 (7,204)
-------- -------- --------
Total liabilities and shareholders' deficit $ 9,485 $ (633) $ 8,852
======== ======== ========
</TABLE>
The accompanying condensed notes are an integral part of these pro
forma consolidated financial statements.
F-2
<PAGE>
ALTRIS SOFTWARE, INC.
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
Revenues:
Licenses $ 772 $ (532)(a) $ 492
252 (b)
Services and other (575)(a)
1,613 100 (b) 1,138
---------- ------- --------
Total revenues 2,385 (755) 1,630
Cost of revenues:
Licenses 305 (65)(a) 240
Services and other 1,067 (408)(a) 659
---------- ------- --------
Total cost of revenues 1,372 (473) 899
---------- ------- --------
Gross profit 1,013 (282) 731
Operating expenses:
Research and development 1,011 (139)(a) 872
Marketing and sales 765 (353)(a) 412
General and administrative 1,447 (938)(a) 509
---------- ------- --------
Total operating expenses 3,223 (1,430) 1,793
---------- ------- --------
Loss from operations (2,210) (1,148) (1,062)
Minority interest in subsidiary - (600)(c) (600)
Interest and other income 9 - 9
Interest and other expense (163) (1)(a) (164)
---------- ------- --------
Net loss $ (2,364) $ (547) $ (1,817)
========== ======= ========
Basic net loss per common share $ (.26) $ (.17)
========== ========
Diluted net loss per common share $ (.26) $ (.17)
========== ========
Shares used in computing basic and diluted net loss per common share 9,615 11,615
</TABLE>
The accompanying condensed notes are an integral part of these pro forma
consolidated financial statements.
F-3
<PAGE>
ALTRIS SOFTWARE, INC.
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
Revenues:
Licenses $ 4,189 $(1,639)(a) $ 3,273
723 (b)
Services and other (2,751)(a)
8,614 390 (b) 6,253
---------- ------- --------
Total revenues 12,803 (3,277) 9,526
Cost of revenues:
Licenses 1,553 (666)(a) 887
Services and other 5,474 (2,215)(a) 3,259
---------- ------- --------
Total cost of revenues 7,027 (2,881) 4,146
---------- ------- --------
Gross profit 5,776 (396) 5,380
Operating expenses:
Research and development 2,314 (1,452)(a) 862
Marketing and sales 4,385 (1,839)(a) 2,546
General and administrative 5,083 (2,276)(a) 2,807
Settlement of lawsuits 1,128 - 1,128
Writeoff of capitalized software 625 - 625
---------- ------- --------
Total operating expenses 13,535 (5,567) 7,968
---------- ------- --------
Loss from operations (7,759) (5,171)(b) (2,588)
Minority interest in subsidiary - (2,525)(c) (2,525)
Gain on Spescom transaction - 168 (d) 168
Interest and other income 31 - 31
Interest and other expense (664) 29 (a) (635)
---------- ------- --------
Net loss $ (8,392) $(2,843) $(5,549)
========== ======= ========
Basic net loss per common share $ (.92) $ (.51)
========== ========
Diluted net loss per common share $ (.92) $ (.51)
========== ========
Shares used in computing basic and diluted net loss per common share 9,615 11,615
</TABLE>
The accompanying condensed notes are an integral part of these pro
forma consolidated financial statements.
F-4
<PAGE>
ALTRIS SOFTWARE, INC.
NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF OPERATIONS
In May 1999, the Company entered into a multi-part agreement with
Spescom Ltd., whereby Spescom invested $1.8 million into the Company for 2
million shares of the Company's common stock. In addition, Spescom purchased
a 60% interest in Altris Software Ltd., ("ASL"), the Company's United Kingdom
subsidiary. Under the agreement, ASL received $1,600,000 and the Company
received $600,000 of which $200,000 was placed in an escrow account which
will remain in effect until the second anniversary of the closing date for
the purpose of securing any liability the Company may have under its
representations and warranties to Spescom in the agreement. In order to
obtain the consent to the agreement by the subordinate debt holder and
preferred stockholders of the Company, the interest rate on the Company's
outstanding debenture was increased from 11.5% to 12%. In addition, the
conversion rate on the convertible preferred stock has been adjusted from
$6.00 per share of common stock to $1.90 and the exercise price on warranty
shares of the Company's common stock was also adjusted from $6.00 to $1.90
per share. The Company recorded expense of $65,000 associated with the change
in price as determined by the Black-Scholes method. The Company recorded a
gain of $168,000 on the transaction, net of expenses. The Company also
recorded a deferred gain of $200,000 on the transaction which will be
realized as proceeds are returned from the two-year escrow account.
Also as part of the agreement the Company entered into a
distribution agreement with ASL which grants ASL exclusive distribution
rights for the Company's products around the world excluding North and South
America and the Caribbean. The agreement provides for a royalty to the
Company on sales of the Company's products by ASL equal to 50% of the
Company's list price for such products and 35% for maintenance of the
Company's products sold by ASL.
The pro forma financials were prepared on the basis to reflect as if
this transaction occurred on January 1, 1998. The following pro forma
adjustments were made:
(a) Adjustment is to eliminate from the consolidated results the operations
of the London subsidiary for the twelve months ended December 31, 1998
and the three months ended March 31, 1999 and to record investment in
subsidiary on the equity method.
(b) Adjustment is to record royalty earned on the sale of the Company's
products by ASL equal to 50% of the Company's list price for such
products. Additionally, earned royalty includes 35% for maintenance of
the Company's products sold by ASL.
(c) Adjustment to record 40% interest in net loss of subsidiary after
elimination of a portion of intercompany royalty.
(d) Adjustment to record sale of majority interest in ASL.
(e) Adjustment to record purchase of common stock by Spescom.
(f) Adjustment to record restricted cash and deferred revenue.
(g) Adjustment to record expense associated with the change in exercise
price of warrants.
- -------------------------------
- -------------------------------
[Footnote continued from previous page]
F-5
