<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): April 9, 1998
MICROTEL INTERNATIONAL, INC.
----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-10346 77-0226211
----------------------------------------------------------------------
(State or other jurisdiction of (Commission File (IRS Employer)
incorporation or organization) Number) Identification No.)
4290 East Brickell Street, Ontario, California 91761
----------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (909) 456-4321
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS; PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
None.
(b) Pro forma Financial Information.
This Form 8-K/A amends the Form 8-K filed on April 23, 1998 reporting
the sale by MicroTel International, Inc. (the "Company") of certain
assets and liabilities of its XCEL Arnold Circuits, Inc. subsidiary to
Arnold Circuits, Inc, a private corporation. The sale was effective as of
March 31, 1998 and was completed on April 9, 1998.
(c) Exhibits.
None.
2
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The accompanying Unaudited Consolidated Condensed Pro Forma Statements of
Operations for the Year Ended December 31, 1997 and the Three Months Ended
March 31, 1998 assume the sale of certain assets of the Company and the
assumption of certain liabilities by the purchaser occurred as of the
beginning of each of the periods presented. The Unaudited Pro Forma
Consolidated Condensed Financial Statements are based on the historical
financial statements of the Company included with the Company's Annual Report
on Form 10-K filed on April 15, 1998 and the Company's Quarterly Report on
Form 10-Q filed on May 15, 1998 and should be read in conjunction therewith.
The Unaudited Pro Forma Consolidated Condensed Financial Statements are
presented for illustrative purposes only and are not necessarily indicative
of the operating results that would have been achieved if the sale had
occurred on the dates indicated, nor are they necessarily indicative of
future operating results of the Company.
The Unaudited Pro Forma Consolidated Condensed Financial Statements
contain no adjustments as all costs applicable to the business operations
sold have been included in its separate financial statements. Pro forma
basic and diluted loss per share is computed based on the weighted average
common share outstanding for the respective periods. Common stock
equivalents based on the assumed exercise of options and warrants are not
included in the computation of diluted loss per share as the effects
would be antidilutive. The accretion of the excess of the redemption value
over the carrying value of redeemable preferred stock of $60,000 and $13,000
for the year ended December 31, 1997 and the three months ended March 31,
1998, respectively is deducted from the loss attributable to common
shareholders in the computations of basic and diluted loss per share.
3
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
XCEL
ARNOLD PRO FORMA
-------------------------
CONSOLIDATED CIRCUITS, INC. ADJUSTMENTS AS ADJUSTED
------------ ------------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 43,098 $ 9,030 $ $ 34,068
Cost of sales 32,670 9,685 22,985
-------- ------- ------ --------
Gross profit 10,428 (655) 11,083
Operating expenses:
Selling, general & administrative 11,361 1,450 9,911
Engineering & product development 2,046 -- 2,046
Write-down of goodwill 5,693 -- 5,693
-------- ------- ------ --------
Operating loss (8,672) (2,105) (6,567)
Other income (expense)
Interest expense (895) (261) (634)
Other income (expense) (29) -- (29)
-------- ------- ------ --------
Loss before income taxes (9,596) (2,366) (7,230)
Income taxes 97 -- 97
-------- ------- ------ --------
Net loss $ (9,693) $ (2,366) $ $ (7,327)
-------- ------- ------ --------
-------- ------- ------ --------
Basic and diluted loss per share $ (.96) (.73)
-------- --------
-------- --------
Weighted average number of
shares outstanding used in
calculating loss per share 10,137 10,137
-------- --------
-------- --------
</TABLE>
4
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
XCEL
ARNOLD PRO FORMA
-------------------------
CONSOLIDATED CIRCUITS, INC. ADJUSTMENTS AS ADJUSTED
------------ -------------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 9,742 $ 1,509 $ $ 8,233
Cost of sales 7,506 1,871 5,635
------- ------- ------- -------
Gross profit 2,236 (362) 2,598
Operating expenses:
Selling, general & administrative 3,119 289 2,830
Engineering & product development 571 -- 571
------- ------- ------- -------
Operating loss (1,454) (651) (803)
Other income (expense)
Interest expense (167) (40) (127)
Gain on sale of subsidiary 670 -- (670) --
Other income (expense) 18 -- 18
------- ------- ------- -------
Loss before income taxes (933) (691) (670) (912)
Income taxes 15 -- 15
------- ------- ------- -------
Net loss $ (948) $ (691) $ (670) $ (927)
------- ------- ------- -------
------- ------- ------- -------
Basic and diluted loss per share $ (.08) (.08)
------- -------
------- -------
Weighted average number of
shares outstanding used in
calculating loss per share 11,927 11,927
------- -------
------- -------
</TABLE>
5
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MICROTEL INTERNATIONAL, INC.
By:/s/ James P. Butler
--------------------
James P. Butler
Chief Financial Officer
Date: June 3, 1998
6
