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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(D) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2000
VIRTUALFUND.COM, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-18114 41-1612861
(State or other (Commission File No.) (IRS Employer
jurisdiction of incorporation) Identification No.)
7090 Shady Oak Road
Eden Prairie, Minnesota 55344
(Address of registrant's principal executive offices)
(612) 941-8687
(Registrant's telephone number)
Not Applicable
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On October 21, 1999, VirtualFund.com, Inc. ("VFND") announced its intention
to sell its Digital Graphics Business Unit (DGBU), which is comprised of
ColorSpan Corporation, its subsidiaries and Kilborn Photo Products, Inc. Since
the date of the announcement, management has been proceeding with the
divestiture of the DGBU operations. This significant change in the Company's
business plan along with the estimated likelihood of a sale, the expected sale
price and the tax basis of the assets of the DGBU have been considered by
management in assessing the recoverability of the Company's deferred tax assets.
At this time, the sale of the business unit is expected to provide
proceeds, which will allow the utilization of all of the Company's deferred tax
assets which total $14 million. These assets have previously been valued at zero
by a valuation allowance required under SFAS #109 "Accounting for Income Taxes"
which provides the professional guidance for this area. Due to the changes
described above, the Company has revalued its deferred tax assets in conformity
with SFAS #109 guidelines and will report the reversal of the deferred tax
valuation allowance in its Form 10-Q for the quarter ended January 2, 2000. The
reversal of $14 million will be recorded as an income tax benefit for the
quarter ended January 2, 2000. A pro forma balance sheet as of December 5, 1999
is attached to this Form 8-K with the resulting adjustment in deferred taxes
included.
Item 7. Financial Statements.
(b) Unaudited Pro Forma Financial Information
The unaudited pro forma Balance Sheet for the Company filed with this
report is listed in the Index to Financial Statements on page F-1 of
this report.
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.
Dated: January 7, 2000
VIRTUALFUND.COM, INC.
(Registrant)
By /s/ James H. Horstmann
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JAMES H. HORSTMANN
Chief Financial Officer
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VIRTUALFUND.COM, INC.
INDEX TO FINANCIAL STATEMENTS
Unaudited Pro Forma Consolidated Balance Sheet
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Unaudited pro forma Consolidated Balance Sheet as of December 5, 1999 F-2
F-1
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VIRTUALFUND.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
- --------------------------------------------------------------------------------
Pro Forma Adjusted
Dec. 5, 1999 Adjustment Dec. 5, 1999
------------ ---------- ------------
ASSETS
CURRENT ASSETS $19,785,328 $19,785,328
PROPERTY AND EQUIPMENT, NET 3,417,501 3,417,501
GOODWILL, less accumulated
amortization of $2,294,136 9,176,533 9,176,533
DEFERRED INCOME TAXES $14,000,000 14,000,000
OTHER ASSETS 918,573 918,573
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$33,297,935 $14,000,000 $47,297,935
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $22,293,863 $22,293,863
LONG-TERM DEBT, less current
maturities 392,845 392,845
COMMITMENTS AND CONTINGENCIES
TOTAL STOCKHOLDERS' EQUITY 10,611,227 $14,000,000 24,611,227
----------- ----------- -----------
$33,297,935 $14,000,000 $47,297,935
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F-2
