SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-K/A
AMENDMENT NO. 2
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): September 29, 2000
PROBEX CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 001-15567 33-0294243
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
13355 Noel Road, Suite 1200
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 788-4772
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
This Current Report on Form 8-K/A (Amendment No. 2) amends the Current
Report on Form 8-K/A (Amendment No.1) previously filed with the Commission on
December 13, 2000, relating to the acquisition by the Registrant, through its
wholly-owned subsidiary, PFR, of substantially all of the assets of Specialty
Environmental Services ("SES"), a division of Pennzoil-Quaker State Company, on
September 29, 2000. This amendment is being filed to correct the pro forma
financial information previously filed under Item 7(b) of Amendment No. 1. The
following documents are included as part of this report:
(a) Pro Forma Financial Information. The pro forma financial statements of
the Registrant hereby included as part of this report supersede those included
in the Form 8-K/A (Amendment No. 1):
Pro Forma Combined Condensed Statement
of Operations (unaudited)......................................PF-1
(b) Exhibits.
None.
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SIGNATURE
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.
Dated: January 4, 2001.
PROBEX CORP.
By: /s/ Bruce A. Hall
---------------------------
Bruce A. Hall
Chief Financial Officer
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<TABLE>
<CAPTION>
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
( UNAUDITED)
Historical
Year Ended Pro Forma Adjustments
September 30, ---------------------------------------- Pro Forma
2000 PPI/ITC SES As Adjusted
-------------------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenues 2,684,869 3,522,008 (1) 9,467,417 (4) 15,674,294
Cost of revenues 1,378,483 1,853,091 (1) 1,063,847 (4) 4,295,421
------------------ ------------- -------------- --------------
Gross profit 1,306,386 1,668,917 8,403,571 11,378,874
Operating expenses 7,559,094 1,270,964 (1,2,3) 6,699,671 (4,5,6) 15,529,729
------------------ ------------- -------------- --------------
Operating profit (loss) (6,252,708) 397,953 1,703,899 (4,150,856)
Other income (expense) (12,782) 27,930 (1) (116,199) (4) (101,051)
------------------ ------------- -------------- ---------------
Net profit (loss) (6,265,490) 425,883 1,587,701 (4,251,906)
================== ============= ============== ===============
Net loss per share (0.288) (0.196)
================== ===============
Nbr. Shares 21,742,042 21,742,042
================== ===============
</TABLE>
(1) To record the combined operations of PPI and ITC for the seven months ended
April 30, 2000.
(2) To record the amortization of goodwill recorded in connection with the
acquisition of PPI and ITC of $144,358 for the seven months ended April 30,
2000.
(3) To record the interest expense on $1.5 million promissory note at 8% of
$120,000 for the seven months ended April 30, 2000.
(4) To record the combined operations of SES for the twelve months ended
September 30, 2000.
(5) To record the amortization of goodwill recorded in connection with the
acquisition of SES of $221,375 for the twelve months ended September 30,
2000.
(6) To record the interest expense on $5.5 million promissory note at 10% of
$550,000 for the twelve months ended September 30, 2000.
PF-1
