SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K/A
Amended
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 14, 1995
BERNSTEIN/LEIBSTONE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter
New York 0-17774 11-1996121
(State of Incorporation) (Commission (IRS Employer Identification No.)
File Number)
2001A Australian Avenue
Riviera Beach, Florida 33404
(Address of principal office) (Zip Code)
Registrant's telephone number,
including area code (561) 844-2442
Item 1. Change of Control
On July 7, 1995 Mr. Bruce Livergood was appointed to the Board of Directors of
the Company. Subsequently, on July 14, 1995 as part of a Board of Directors
meeting, Mr. Leibstone and Mr. Stone resigned their positions (see Exhibit 5)
as directors. Further, Mr. Patrick Sullivan and John D. Herter were appointed
to the board.
As a result of the Share Exchange the Company had a change of Control. The
breakout of ownership by directors, officers or owners of 5% or more shares as
a result of the Share Exchange is as follows:
Name Shares Owned % of Outstanding
Garey Herter (3) 3,631,000 20.9%
Darrell L. Peterson(4) 3,585,000 20.6%
Gregory Kostrzecha 1,260,000 7.2%
Mark Sullivan 1,572,752 9.0%
Charles W. Thornton, Jr. 877,000 5.0%
Alan J. Singler (5) 1,152,350 6.6%
Bruce Livergood(1) 715,000 4.1%
John D. Herter (1) 144,000 0.01%
Patrick Sullivan(1)(2) -0- 0.0%
(1) Director
(2) Officer
(3) Owns 3,000,000 shares directly and 600,000 through a
company of which substantial control is maintained.
(4) Owns 2,885,000 directly, 600,000 in a company with Mr. Herter
that is closely held and 100,000 shares in custodial
accounts for minors directly related to Mr. Peterson.
(5) Owns 480,000 shares directly, the balance is owned by investment
clubs that Mr. Singler controls.
Item 2. Acquisition or Disposition of Assets
On July 14, 1995, Bernstein/Leibstone Associates, Inc. ("BLAI" or the
"Registrant") was acquired through merger by Archway Capital Inc. ("ACI"), a
Florida corporation.
ACI is majority owner of ClearShield Manufacturing Corporation ("CMC"), a
Florida corporation licensed to manufacture, sell and install clear
polycarbonate hurricane shutter systems exclusively throughout the State of
Florida. CMC has two wholly-owned subsidiaries, ClearShield of Palm Beach
County, Inc. ("CSPBC"), a Florida corporation in the business of selling
hurricane shutter systems, and Palmco Builders ("PALMCO"), a Florida
corporation in the business of installing hurricane shutter systems. PALMCO
is a Florida licensed general contractor.
ACI also has two wholly-owned subsidiaries; International Fire Safety
Products, Inc. ("IFSP"), a Florida corporation, which manufactures and
distributes fire retardant paints and chemicals, and Rank Stock, Inc.
("RSI"), a Florida corporation, which promotes rodeo events in Palm Beach
County, Florida.
On July 7, 1995, the Company, Archway Capital, Inc. ("Archway") and William
Leibstone Associates, Inc. (WLAI), an entity that is wholly owned by William
Leibstone, the former director and majority stockholder of the Company,
entered into agreements pursuant to which the Company and Archway agreed,
subject to certain conditions, to exchange shares of the Company's common
stock for shares of Archway's common stock on a one-for-one basis (the "Share
Exchange"). At least eighty percent (80%) of the outstanding Archway shares
had to be exchanged in the Share Exchange for the Share Exchange to close. On
July 14, 1995 the entire outstanding shares of Archway, 13,291,700, were
exchanged on a one-for-one basis for restricted shares of the Company.
On July 14, 1995 the Company sold the net operating assets of the textile and
packaging divisions to William Leibstone Associates, Inc. ("WLAI") an entity
owned by the former director and majority shareholder of the Company. WLAI
issued a note to the Company in the amount of $941,348 secured by 1,100,000
shares of stock of the Company owned by William Leibstone. The note is a three
year note which accrues interest at a rate of 9% per quarter. Management
expects to realize the full amount of the note with accrued interest.
A copy of the Master Agreement and the Asset Exchange Agreement dated July 7,
1995 are attached hereto as Exhibits 1and 2 and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired. The financial
statements of ACI and their subsidiaries as of March 31, 1995 and
December 31, 1994 were filed as Exhibit 3 to Form 8-K dated July 14,
1995 and are herein incorporated by reference.
(b) Pro forma financial information. The pro forma financial statements
of ACI and their subsidiaries, required pursuant to Article 11 of
Regulation S-X, are included as Exhibit 6.
(c) Exhibits
(1) Master Agreement entered into among ACI and the Registrant,
dated July 7, 1995 was filed as Exhibit 1 to Form 8-K dated
July 14, 1995 and is herein incorporated by reference.
(2) Asset Exchange Agreement entered into among WLAI and the
Registrant, dated July 14, 1995 was filed as Exhibit 2 to Form
8-K dated July 14, 1995 and is herein incorporated by
reference.
(3) Financial Statements dated March 31, 1995 and December 31, 1994
of ACI and its subsidiaries were filed as Exhibit 3 to Form 8-K
dated July 14, 1995 and are herein incorporated by reference.
(4) Press release covering the merger between ACI and the
Registrant was filed as Exhibit 4 to Form 8-K dated July 14,
1995 and is herein incorporated by reference.
(5) Resignations of Mr. Leibstone and Mr. Stone were filed as
Exhibit 5 to Form 8-K dated July 14, 1995 and are herein
incorporated by reference.
(6) Proforma financial statements of ACI and subsidiaries for the
year ended March 31, 1995 and the quarter ended June 30, 1995.
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 hereunto duly authorized.
Dated: October 9, 1996 BERNSTEIN/LEIBSTONE ASSOCIATES, INC.
By: /s/ Darrell Peterson
Darrell Peterson
Chief Executive Officer
EXHIBIT 6
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Bernstein Leibstone Associates, Inc. (the "Company") was acquired by Archway
Capital, Inc. & Subsidiaries ("Archway") through a one-for-one share exchange.
In connection with this acquisition, the operating assets and liabilities of
the Company were sold. The Company's pro forma financial statements give
effect to the acquisition and divestiture as if they occurred for balance
sheet purposes on June 30, 1995 and for statement of operations purposes on
April 1, 1994 (See Note 1).
In addition Archway acquired a majority interest in Clearshield Manufacturing
Corporation and Subsidiaries ("Clearshield") on April 1, 1995. The pro forma
statements of operations for the year ended March 31, 1995 reflects the
acquisition as if it occurred on April 1, 1994 (See Note 2).
The pro forma information is not necessarily indicative of the results that
would have been reported had such events actually occurred on the dates
specified, nor is it indicative of the Company's future results. These
unaudited pro forma combined financial statements should be read in
conjunction with the Company's audited financial statements dated March 31,
1995 and notes thereto.
<TABLE>
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 1995
<CAPTION>
(1)
Historical Historical Pro Forma
Company Archway Adjustments
Pro Forma
<S> <C> <C> <C>
<C>
ASSETS:
Cash $ 10,664 $ 40,320 $ (10,664)
$ 40,320
Accounts receivable,
net of allowance 433,703 16,654 (433,703)
16,654
Inventories 329,880 65,041 (329,880)
65,041
Other current assets - 28,740 -
28,740
Current Assets 774,247 150,755 (774,247)
150,755
Property and equipment, net of
accumulated depreciation 55,394 386,881 (55,394)
386,881
Note receivable, net
of allowance 549,901 - (549,901)
-
Note receivable WLAI (Note 4) - - 941,348
941,348
Other assets 234,793 516,711 (234,793)
516,711
TOTAL ASSETS 1,614,335 1,054,347 (672,987)
1,995,695
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Accounts payable and
accrued expenses 516,589 433,440 (516,589)
433,440
Notes Payable 167,122 212,600 (167,122)
212,600
Current liabilities 683,711 646,040 (683,711)
646,040
Minority Interest - 77,776 -
77,776
Common stock 41,000 567,585 (434,668)
173,917
Additional paid-in capital 2,236,201 - (901,185)
1,335,016
Accumulated deficit (1,346,577) (237,054) 1,346,577
(237,054)
Total Stockholders' Equity 930,624 330,531 10,724
1,271,879
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,614,335 $1,054,347 $ (672,987)
$1,995,695
</TABLE>
<TABLE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS PERIOD ENDED JUNE 30, 1995
<CAPTION>
(1),(3)
Historical Historical Pro Forma
Company Archway Adjustments
Pro Forma
<S> <C> <C> <C>
<C>
SALES $ 515,961 $ 236,381 $ (515,961)
$ 236,381
COST OF SALES 338,401 226,866 (338,401)
226,866
177,560 9,515 (177,560)
9,515
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES 211,933 166,561 (211,933)
166,561
Loss from Operations 34,373 157,046 (34,373)
157,046
INTEREST INCOME 25,872 (2,002) (25,872)
(2,002)
OTHER, NET 4,538 - (4,538)
-
Net Loss Before Income Taxes
and Minority Interest 13,039 155,044 (13,039)
155,044
(BENEFIT) FOR INCOME TAXES (2,312) - 2,312
-
MINORITY INTEREST - 46,693 -
46,693
NET LOSS $ 10,727 $ 108,351 $ (10,727)
$ 108,351
NET LOSS PER SHARE $ 0.00 $ 0.01
$ 0.01
Weighted average common
shares outstanding 4,100,000 13,291,700 -
17,391,700
</TABLE>
<TABLE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED MARCH 31, 1995
<CAPTION>
(1),(2),(3)
Historical Historical Historical Pro
Forma
Company Archway Clearshield
Adjustments Pro Forma
<S> <C> <C> <C> <C>
<C>
SALES $ 2,762,712 $ 4,371 $ 455,267 $
(2,762,712) $ 459,638
COST OF SALES 2,162,391 10,873 453,049
(2,162,391) 463,922
600,321 (6,502) 2,218
(600,321) (4,284)
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES 926,081 139,443 657,865
(926,081) 797,308
Loss from Operations 325,760 145,945 655,647
(325,760) 801,592
INTEREST INCOME 56,203 10,378 1,821
(56,203) 12,199
OTHER, NET 44,402 - -
(44,402) -
Net Loss Before Income Tax
and Minority Interest 313,959 135,567 653,826
(313,959) 789,393
PROVISION (BENEFIT) FOR
INCOME TAXES 89,771 (6,864) -
(89,771) (6,864)
MINORITY INTEREST - - -
202,686 202,686
NET LOSS $ 403,730 $ 128,703 $ 653,826 $
(403,730) $ 579,843
NET LOSS PER SHARE $ 0.10 $ 0.03 $ 0.15
$ 0.03
Weighted average common
sharesoutstanding 4,100,000 4,220,000 4,377,900
4,693,800 17,391,700
</TABLE>
NOTES TO UNAUDITED PRO FORMA STATEMENTS
AS OF JUNE 30, 1995
(1) On July 7, 1995, the Company, Archway and William Leibstone Associates,
Inc. ("WLAI"), an entity owned by the former majority stockholder of the
Company entered into an agreement to exchange shares of the Company's
common stock for shares of Archway's common stock on a one-for-one basis.
On July 14, 1995, all 13,291,700 outstanding shares of Archway were
exchanged by the shareholders for restricted shares issued by the
Company. The pro forma adjustments reflect the effects of the
acquisition of the Company which has been accounted for using the
purchase method in accordance with APB Opinion No. 16.
On July 14, 1995, as part of the above referenced agreement, the Company
sold the net operating assets of the textile and packaging divisions to
WLAI. WLAI issued a note to the Company in the amount of $941,348
secured by 1,100,000 shares of stock of the Company owned by William
Leibstone. The note was for a three year term and accrues interest at a
rate of 9% per year compounded quarterly. The pro forma adjustments
reflected in the statement of operations give effect to this sale by
removing the operating results of the Company and all other income and
expense items and the provision and benefit for income taxes. No
adjustments have been included to reflect the interest income that would
have been realized on this note or other benefits resulting from the
increase in cash on the historical operating results of Archway.
The fair value of the Company as acquired was determined to approximate
the net book value in accordance with the purchase method as described in
APB Opinion No. 16 by considering the values of the securities exchanged
as well as the agreement to sell the operating assets and liabilities as
a part of the acquisition.
(2) Effective April 1, 1995, Archway acquired Clearshield, a Florida
corporation in the business of manufacturing clear polycarbonate
hurricane protection panels, utilizing a three-for-one share exchange.
Archway issued 9,071,700 shares to the shareholders of Clearshield in
exchange for 3,023,900 shares of Clearshield which equaled 69% of the
then issued and outstanding shares of Clearshield. An additional 11,000
shares were issued by Clearshield prior to June 30, 1995. The pro forma
adjustments reflect the effects of the acquisition of Clearshield by
Archway which has been accounted for using the purchase method in
accordance with APB Opinion No. 16. Archway's pre-acquisition board of
directors maintained control of the board after the acquisition and
subsequently gained control of the BLAI board of directors. Due to this
and other reasons it was determined that Archway should in fact be
treated as the acquirer.
The fair value of the shares issued for the majority interest in
Clearshield was determined to approximate the net book value for the
percentage of interest acquired. Therefore, no write-up of assets to
fair market value was considered.
(3) The adjusted net loss per common share and common share equivalent is
based upon the weighted average number of shares of the Company's
outstanding stock and the equivalent number of shares that would have
been issued to the original shareholders of Archway based upon the
exchange ratio assuming the acquisition had taken place at the beginning
of the periods presented.
