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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 26, 1998
Nanopierce Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 33-19598-D 84-0992908
- -------------- ------------ ------------------
(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
370 Seventeenth Street, Suite 3290
Denver, Colorado 80202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 592-1010
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Sunlight Systems, Ltd. ( the "Registrant"), a Nevada Corporation, entered
into an agreement dated February 26, 1998 to acquire all or substantially all of
the assets, including the intellectual properties, consisting of patents,
patents applications pending, patent applications in preparation, tradesecrets,
tradenames and trademarks relating to the particle interconnect technology from
Particle Interconnect Corporation, a Colorado corporation ("PI. Corp."), a
wholly owned subsidiary of Intercell Corporation.
In exchange for the acquisition of such intellectual property, the
Registrant issued to Intercell Corporation, Seven Million, Two Hundred and Fifty
Thousand (7,250,000) of its post-split restricted common shares, and in
addition, One Hundred (100) Series A, 8%, Voting, Convertible, Cumulative,
Participating, Preferred Shares, liquidation preference of $22,656.25 per share,
convertible at $0.3257 per share into Seven Million, Two Hundred and Fifty
Thousand (7,250,000) post-spilt restricted common shares of the Registrant.
On February 23, 1998, the Registrant changed its name to Nanopierce
Technologies, Inc., and obtained a new trading symbol on the NASDAQ Bulletin
Board: NPCT. In addition, it caused a reverse stock split on a One for Three
(1:3) basis of the Twelve Million, Seven Hundred and Sixty Thousand, Sixty-Four
(12,760,064) shares issued and outstanding of the Registrant on February 27,
1998. After the reverse split there were Four Million, Two Hundred and Fifty-
Three Thousand, Three Hundred and Fifty-Five (4,253,355) shares issued and
outstanding. After the issuance of the Seven Million, Two Hundred and Fifty
Thousand (7,250,000) post-split shares to Intercell Corporation, the Registrant
had Eleven Million, Five Hundred and Three Thousand, Three Hundred and Fifty-
Five (11,503,355) shares issued and outstanding. As a result of the transaction
described above, as of the date hereof on a fully diluted basis, Intercell
Corporation owned approximately Seventy-Five percent (75%) of the outstanding
common stock of the Registrant.
The principal shareholders of the Registrant approved the transaction on
behalf of the Registrant. Paul H. Metzinger, together with his wife, Cheri L.
Perry, are shareholders of the Registrant and they abstained from voting as
shareholders on the transaction.
Paul H. Metzinger, President and Chief Executive officer of Particle
Interconnect Corporation and Intercell Corporation, its parent company, was
appointed the sole Director of the Registrant, until such time as additional
directors might be appointed. In addition, Paul H. Metzinger was subsequently
appointed as President and Chief Executive Officer of the Registrant.
Paul H. Metzinger and his wife own of record and beneficially, both
directly and indirectly, One Million, Three Hundred and Forty Thousand
(1,340,000) post-split common shares of the Registrant. In addition, as part of
the transaction negotiated with the principal shareholders of the Registrant,
Paul H. Metzinger was granted a presently exercisable option to
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purchase up to One Million (1,000,000) shares of the Registrant's common stock
for a period of ten (10) years, at an exercise price of $0.3257 per share.
The Company timely filed a current report on From 8-K, dated February 26,
1998, with the Securities and Exchange Commission, reporting the above
transaction under Items 1, 2, and 5.
The Company further agreed in Item 7 of such Report that it would file
financial statements of the acquired corporation and pro forma financial
information by amendment within the time period and as specified by the rules
relating to filing reports on a Current Report on Form 8-K. The Company has
subsequently determined that the acquisition of all or substantially all of the
assets relating to the particle interconnect technology from PI. Corp. was not
the acquisition of a business because PI. Corp. is and was not an ongoing
business and had no revenue producing activities. Therefore, no financial
statements are included with this report. The pro forma information is included
under Item 7 of this Report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
B. Pro Forma Financial Information.
1. See Index to Financial Statements on page F-1 of this Report.
C. Exhibits.
2.01 Agreement dated February 26, 1998 by and between Registrant,
Particle Interconnect Corporation and Intercell Corporation.*
4.01 Certificate of Designation of Rights and Preferences.*
* Filed with the current report on Form 8-K filed on March 12, 1998.
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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 thereunto duly authorized.
NANOPIERCE TECHNOLOGIES, INC.
Date: May 12, 1998 By /s/ Paul H. Metzinger
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Paul H. Metzinger, Chief Executive Officer,
President
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NANOPIERCE TECHNOLOGIES, INC
UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
INDEX
<TABLE>
<CAPTION>
<S> <C>
Unaudited pro forma introduction page F-2
Unaudited pro forma Balance Sheet as of December 31, 1997 page F-3
Unaudited pro forma Statement of Operations Six months ended December 31, 1997 page F-4
Unaudited pro forma Statement of Operations Year ended June 30, 1997 page F-5
Notes to the unaudited pro forma financial statements page F-6
</TABLE>
F-1
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NANOPIERCE TECHNOLOGIES, INC
UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
AS OF AND FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
AND FOR THEYEAR ENDED JUNE 30, 1997
On February 26, 1998 Nanopierce Technologies, Inc., acquired intellectual
property from Particle Interconnect, Corporation. The accompanying unaudited
pro forma balance sheet gives effect to the acquisition as if it had been
consummated on December 31, 1997. The accompanying unaudited pro forma
statements of operations for the year ended June 30, 1997 and the six months
ended December 31, 1997, give effect to the acquisition as if it had been
consummated on July 1, 1996 and July 1, 1997, respectively.
The unaudited pro forma financial statements should be read in conjunction with
the historical financial statements of the Company contained in the Company's
Annual Report on Form 10-KSB and the December 31, 1997 Quarterly Report on Form
10-QSB. The unaudited pro forma financial statements do not purport to be
indicative of the financial position or results of operations that actually
would have occurred had the acquisition occurred on December 31, 1997, July 1,
1997 or July 1, 1996, or to project the Company's financial position or results
of operation for any future period.
F-2
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NANOPIERCE TECHNOLOGIES, INC
Unaudited Pro Forma Balance Sheet
December 31, 1997
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
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<S> <C> <C> <C>
ASSETS
Current assets
Cash $ 4,077 $ 4,077
Current portion of notes receivable $ 11,177 $ 11,177
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Total current assets $ 15,254 $ 15,254
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Other Assets
Investment in oil and gas properties $ 171,970 $ 171,970
Intellectual property $ 0 $1,000,000 A $ 1,000,000
Intercell Corporation, common stock
Unrestricted, including allowance for
increase in market value of $2,722 $ 2,722 $ 2,722
Notes receivable, discounted for imputed
interest at 10%, net of current portion $ 32,445 $ 32,445
Deposits $ 4,090 $ 4,090
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Total other assets $ 211,227 $ 1,211,227
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Total Assets $ 226,481 $ 1,226,481
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Account payable-related party $ 70,460 $ 70,460
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Total current liabilities $ 70,460 $ 70,460
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Stockholders' equity
Preferred stock, Series A
5,000,000 shares authorized, 100 issued
and outstanding (liquidation preference $ 0 $ 500,000 A $ 500,000
$22,656.25 per share)
Common stock, $.0003 par value
15,000,000 shares authorized, 11,083,355 $ 1,150 $ 2,175 A $ 3,325
issued and outstanding
Additional paid in capital $ 686,229 $ 497,825 A $ 1,184,054
Unrealized gain on securities available for sale $ 2,722 $ 2,722
Accumulated deficit ($534,080) ($534,080)
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Total shareholders' equity $ 156,021 $ 1,156,021
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Total Liabilities and Shareholders' equity $ 226,481 $ 1,226,481
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</TABLE>
See Notes to Unaudited Pro Forma Financial Statements
F-3
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NANOPIERCE TECHNOLOGIES, INC
Unaudited Pro Forma Statement of Operations
Six months ending December 31, 1997
<TABLE>
<CAPTION>
Six months Six months
ended ended
December 31, December
1997 Pro Forma 31,1997
Historical Adjustments Pro Forma
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<S> <C> <C> <C>
Revenue $ 36,326 $ 36,326
General and administrative expenses $ 83,314 $ 50,000 B $ 133,314
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Loss from continuing operations ($46,988) ($50,000) ($96,988)
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Net loss ($46,988) ($50,000) ($96,988)
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Dividend on preferred shares $ 0 ($90,900) ($90,900)
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Net loss applicable to common shareholders ($46,988) ($187,888)
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Net loss per share ($0.01) ($0.02)
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Weighted average number of shares
outstanding: 3,833,355 7,250,000 11,083,355
</TABLE>
See Notes to Unaudited Pro Forma Financial Statements
F-4
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NANOPIERCE TECHNOLOGIES, INC
Unaudited Pro Forma Statement of Operations
Year ending June 30, 1997
<TABLE>
<CAPTION>
Year ended Year ended
June 30, 1997 Pro Forma June 30, 1997
Historical Adjustments Pro Forma
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<S> <C> <C> <C>
Revenue $ 4,274 $ 4,274
General and administrative expenses $ 214,289 $ 100,000 B $ 314,289
Gain on sale of securities $ 31,781 $ 31,781
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Loss from continuing operations ($178,234) ($100,000) ($278,234)
Discontinued Operations
Loss from operations of discontinued segment ($173,911) ($173,911)
Loss on sale of discontinued segment ($134,947) ($134,947)
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($308,858) ($308,858)
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Net loss ($487,092) ($100,000) ($587,092)
=============== ===============
Dividend on preferred shares $ 0 ($181,300) ($181,300)
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Net loss applicable to common shareholders ($487,092) ($405,792)
=============== ===============
Net loss per share
Loss from continuing operations (0.05) (0.04)
Discontinued operations (0.09) (0.03)
--------------- -------------
Net loss (0.14) (0.07)
=============== ===============
Weighted average number of shares
outstanding 3,518,287 7,250,000 10,768,287
</TABLE>
See Notes to Unaudited Pro Forma Financial Statements
F-5
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NANOPIERCE TECHNOLOGIES, INC
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
AS OF AND FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
AND FOR THE YEAR ENDED JUNE 30, 1997
On February 26, 1998 Nanopierce Technologies, Inc. (the "Company") acquired
intellectual property from Particle Interconnect Corporation ("PI Corp.").
In exchange for the acquisition of such intellectual property, the Company
issued to Intercell Corporation, Seven Million, Two hundred and Fifty Thousand
(7,250,000) of its post-split restricted common shares, and in addition, One
Hundred (100) Series A, 8%, Voting, Convertible, Cumulative, Participating,
Preferred Shares, liquidation preference of $22,656.25 per share, convertible at
$0.3257 per share into Seven Million, Two Hundred and Fifty Thousand (7,250,000)
post-split restricted common shares of the Company.
The historical financial information for the Company is derived from the
Company's financial statements as of and for the year ended June 30, 1997 as
contained in the Company's Annual Report on Form 10-KSB and the December 31,
1997 Quarterly Report on Form 10-QSB.
(A): Reflects the issuance of 7,250,000 shares of common stock and 100
shares of Series A, 8% preferred stock in exchange for the intellectual
property. The intellectual property has been valued at $1,000,000 based on a
written cash offer for the intellectual property from an outside third party
that is a leading manufacturer in a field of use of the intellectual property.
(B): Reflects amortization of the intellectual property using the straight-
line method over 10 years. The 10-year period is based on the estimated useful
life limited by the remaining average patent protection period.
(C): On February 23, 1998, the Company effected a one-for-three reverse
split of its common stock. All references in the unaudited pro forma financial
statements to the number of shares and per share amounts have been restated to
reflect the stock split.
(D): The effect of the potential conversion of the preferred stock to common
stock would result in a decrease to loss per share. Therefore, dilutive loss per
share information is not presented.
F-6
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LIST OF EXHIBITS
2.01 Agreement dated February 26, 1998 by and between Registrant,
Particle Interconnect Corporation and Intercell Corporation.*
4.01 Certificate of Designation of Rights and Preferences.*
* Filed with the current report on Form 8-K filed on March 12, 1998.
