SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A
AMENDMENT NO. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934 Date of Report (Date of earliest event reported) : June
27, 1994 SHARED TECHNOLOGIES INC. . DELAWARE 0-17366 87-0424558 . (State of
other (Commission (I.R.S. Employer jurisdiction of incorporation) File Number
Identification No.) 100 Great Meadow Road, Suite 104 Wethersfield, CT . 06109 .
(Address of principal executive offices) (Zip Code) Registrant's telephone
number, including area code 203-258-2400 Total number of sequentially numbered
paged in this filing, including exhibits hereto: 7 1 of 7 Item 7. Financial
Statements and Exhibits. (b) Pro forma Financial Information. Amend Item 7. (b)
Pro-Forma Financial Information by deleting such item in its entirety and
substituting the following: Unaudited Pro Forma Financial Information for Shared
Technologies Inc. filed as part of this report: Page Summary of Pro Forma
Consolidated Statements of Operations 3 Pro Forma Consolidated Statement of
Operations for the year ended December 31, 1993 4 Pro Forma Consolidated
Statement of Operations for the six months ended June 30, 1994 5 Notes to Pro
Forma Consolidated Statements of Operations 6 2 of 7
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Shared Technologies Inc.
Pro Forma Statements of Operations On June 27, 1994, Shared Technologies Inc.,
("STI" or the "Company"), completed its previously announced acquisition of the
partnership interests of Access Telecommunication Group, L.P. ("Access") for
$9,000,000, subject to certain post-closing adjustments. The $9,000,000 includes
$4,000,000, paid at closing with the proceeds from the private placement sale of
approximately 1,062,000 shares of the Company's Common Stock, and the issuance
to the sellers of 400,000 shares of Series E preferred stock valued at $3.75 per
share and 700,000 shares of Series F preferred stock valued at $5.00 per share.
The following unaudited pro forma consolidated statements of operations for the
year ended December 31, 1993 and the six months ended June 30, 1994 reflect the
pro forma results of operations of Shared Technologies Inc. (STI) after giving
effect to the acquisition of Access. The unaudited pro forma consolidated
statements of operations should be read in conjunction with the consolidated
financial statements of Access and STI and the related notes thereto. A pro
forma consolidated balance sheet is not included herein since the assets and
liabilities of Access are included in the June 30, 1994 consolidated balance
sheet of STI included in STI's June 30, 1994 report on Form 10-Q.
included in STI's June 30, 1994 report on Form 10-Q.
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<S> <C> <C> <C> <C> <C> <C>
Shared Technologies Inc.
Pro-Forma Consolidated Statement of Operations
For the Year ended December 31, 1993
(Unaudited)
Shared Access
Technologies Telecommunication Pro-Forma Pro-Forma
Inc. Group, L.P. Adjustments Consolidated
- -------------------------------------------------------------------------------
Revenue
$25,425,806 $18,660,506 $44,086,312
Cost of Revenue
14,514,043 14,271,884 112,000 28,897,927
- ----------------------------------------------------------------------
Gross Margin
10,911,763 4,388,622 (112,000) 15,188,385
- ----------------------------------------------------------------------
Selling, General & Administrative expenses
9,981,938 4,216,811 444,469 14,643,218
Operating income (Loss)
929,825 171,811 (556,469) 545,167
- ----------------------------------------------------------------------
Other Expenses, net
(519,604) (41,301) (560,905)
- ----------------------------------------------------------------------
Income Before Extraordinary Item
410,221 130,510 (556,469) (15,738)
- ----------------------------------------------------------------------
Extraordinary Item
(150,000) (150,000)
- ----------------------------------------------------------------------
Net Income
260,221 130,510 (556,469) (165,738)
Preferred Stock Dividends
(344,650) (120,000) (464,650)
- -----------------------------------------------------------------------
Net income (Loss) Applicable to Common Stock
($84,429) $130,510 ($676,469) ($630,388)
======================================================================
Net Loss per Common Share
($0.02) ($0.09)
=================== ==================
Weighted Average Shares Outstanding
5,132,296 6,854,230
=================== =====================
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Shared Technologies Inc.
Pro-Forma Consolidated Statement of Operations
For the Six Months ended June 30, 1994
(Unaudited)
Shared Access
Technologies Telecommunication Pro-Forma Pro-Forma
Inc. Group, L.P. Adjustments Consolidated
- ----------------------------------------------------------------------
Revenue
$17,020,982 $9,181,183 $26,202,165
Cost of Revenue
9,329,946 6,384,373 56,000 15,770,319
- -----------------------------------------------------------------------
Gross Margin
7,691,036 2,796,810 (56,000) 10,431,846
- ----------------------------------------------------------------------
Selling, General & Administrative expenses
6,599,247 2,495,953 222,235 9,317,435
Operating income (Loss)
1,091,789 300,857 (278,235) 1,114,412
- ----------------------------------------------------------------------
Other Expenses, net
(131,871) 27,867 (104,004)
-------------------------- ---------------------
Net Income
959,918 328,724 (278,235) 1,010,408
- ----------------------------------------------------------------------
Preferred Stock Dividends
(219,202) (60,000) (279,202
- ----------------------------------------------------------------------
Net income (Loss) Applicable to Common Stock
$740,716 $328,724 ($338,235) $731,206
=====================================================================
Net Loss per Common Share
($0.14) $0.10
================= ==========
Weighted Average Shares Outstanding
5,267,344 7,005,907
============== ==================
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Shared Technologies Inc.
Notes to Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 1993
and Six Months Ended June 30, 1994
(Unaudited)
The pro forma consolidated statements of operations represents the operating
results for Shared Technologies Inc. (STI) and Access Telecommunication Group,
L.P. referred to herein as Access, for the year ended December 31, 1993 and the
six months ended June 30, 1994.
The pro forma consolidated statements of operations assume that the acquisition
occurred at the beginning of the respective period. The pro forma adjustments
are to increase amortization expense related to goodwill associated with this
acquisition to increase depreciation expense related to the increase in the
carrying value of furniture and equipment acquired such carrying value increase
at $1,800,000 over an 8 year period taking 1/2 year in the first year.
Additionally preferred stock dividends were adjusted to reflect the 8% coupon
due on Series E preferred stock (4000,000 shares at $3.75/share).
The weighted average shares outstanding for the year ended December 31,1993 and
the six months ended June 30, 1994 which was $6,667,000 (subject to adjustments)
over a 15 year period, reflect the dilutive effect of the 1,062,000 shares of
common stock sold to finance the cash required at closing for the acquisition
and the dilutive effect of Series F Preferred Stock issued in connection with
the acquisition.
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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.
SHARED TECHNOLOGIES INC.
Date: January 19, 1995 By: /s/ Vincent DiVincenzo
Vincent DiVincenzo
Senior Vice President-Finance
and Administration, Treasurer,
Chief Financial Officer
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