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______________________________________________________________________________
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)
December 9, 1999
TRANSCEND SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18217 33-0378756
(State or other jurisdiction of (Commission File (I.R.S.Employer
incorporation or organization) Number) Identification No.)
3353 Peachtree Road, Suite 1000
Atlanta, GA 30326
(404) 364-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Item 5. Other Events.
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This report is filed solely for the purpose to provide evidence to satisfy
Nasdaq's requirements related to the continued listing of the Company's Common
Stock on the Nasdaq SmallCap Market.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of businesses acquired: not applicable
(b) Pro Forma Financial Information
The Pro Forma Statements below present the Pro Forma Consolidated Condensed
Balance Sheet at November 30, 1999. Proforma adjustments have been made for
significant events subsequent to November 30, 1999 as described in the note
below.
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TRANSCEND SERVICES, INC.
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
November 30, 1999
(unaudited)
Amounts in Thousands
Assets Historical Adjustments Pro Forma
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Cash $ 173 $ 7,675 $ 7,848
Other Current Assets 6,876 (1,819) 5,057
Property and Equipment, net 7,189 (2,621) 4,568
Other Assets 520 358 878
Intangible Assets, net 2,503 (1,810) 693
Net Assets Related to -
Discontinued Operations 2,703 (810) 1,893
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$19,964 $ 973 $20,937
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Liabilities and Stockholder's Equity
Current Liabilities $ 7,676 $ (691) $ 6,985
Convertible Debentures 2,000 - 2,000
Other Long Term Liabilities 5,634 (1,500) 4,134
Deferred Income Taxes 540 - 540
Equity 4,114 3,164 7,278
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$19,964 $ 973 $20,937
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Note: This proforma statement represents the unaudited condensed consolidated
balance sheet of Transcend Services, Inc. adjusted for the following
items:
i.) sale of the net assets of the Company's Utah and Northeast based
transcription operations in December 1999 for approximately $7.1 million
ii.) conversion of short term promissory notes to certain of the companies
Directors of $1.5 million into series B convertible preferred stock in
January, 2000.
iii.) settlement of litigation with workers compensation for $1.2 million and
release of all claims in December 1999.
iv.) reclassification of the net assets of Transcend Case Management, Inc. and
Cascade Health Information Software as Net Assets from Discontinued
Operations.
v.) Estimated charges of $3.0 million related to the restructuring of the
Company's business.
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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.
TRANSCEND SERVICES, INC.
January 21, 2000 By: /s/ Larry G. Gerdes
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Larry G. Gerdes,
President and Chief Executive Officer
(Principal Executive Officer)
January 21, 2000 By: /s/ Doug Shamon
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Doug Shamon
Executive Vice President,
Chief Financial Officer (Principal
Financial and Accounting Officer)
