<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
AMENDMENT NO. 1
Date of Report (Date of earliest event reported):
SEPTEMBER 30, 1997
DATAWARE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-21860 06-1232140
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
ONE CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02142
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 621-0820
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The undersigned registrant hereby amends Item 7 of its Current Report on
Form 8-K (Date of Report: September 30, 1997) as set forth in the pages attached
hereto:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
------------------------------------------------------------------
(a) Financial Statements of Business Acquired.
-----------------------------------------
Not Applicable--See Note A to Unaudited Pro Forma Consolidated
Financial Statements
(b) Pro Forma Financial Information.
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DATAWARE TECHNOLOGIES, INC.
The following unaudited pro forma consolidated statements of operations
present the results of operations of Dataware Technologies, Inc. and
consolidated subsidiaries as if the sale of the data services businesses to
Information Handling Services Group, Inc. had occurred on December 31, 1995, and
after giving effect to the adjustments described in the accompanying notes.
The pro forma information is presented for illustrative purposes only and
is not necessarily indicative of the operating results that would have occurred
if the sale had taken place before the beginning of the earliest period
presented, nor is it necessarily indicative of future operating results.
These unaudited pro forma consolidated statements of operations have been
derived from, and should be read in conjunction with, the audited consolidated
financial statements of Dataware Technologies, Inc. filed with the Securities
and Exchange Commission in its Form 10-K for the year ended December 31, 1996,
and the unaudited financial statements of Dataware Technologies, Inc. filed with
the Securities and Exchange Commission in its Form 10-Q and Form 10-Q/A for the
nine months ended September 30, 1997.
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Dataware Technologies, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
Year Ended December 31, 1996
(In thousands, except per share data)
<TABLE>
<CAPTION>
BUSINESSES
ACTUAL SOLD ADJUSTMENTS PRO FORMA
-------- -------- -------- --------
(Note B)
<S> <C> <C> <C> <C>
Revenues
Software license fees $ 16,502 $ 7,068 $ --- $ 9,434
Services 20,957 13,305 --- 7,652
-------- -------- -------- --------
Total revenues 37,459 20,373 --- 17,086
-------- -------- -------- --------
Cost of revenues
Software license fees 3,437 1,131 --- 2,306
Write down of capitalized software
and intangible assets 1,926 --- --- 1,926
Services 12,938 10,276 --- 2,662
-------- -------- -------- --------
Total cost of revenues 18,301 11,407 --- 6,894
-------- -------- -------- --------
Gross margin 19,158 8,966 --- 10,192
-------- -------- -------- --------
Operating expenses
Sales and marketing 17,679 7,568 --- 10,111
Product development 8,144 265 --- 7,879
General and administrative 6,603 1,241 --- 5,362
Write down of goodwill and other
non-recurring charges 1,889 290 --- 1,599
Charge for purchased in-process
research and development 1,861 793 --- 1,068
-------- -------- -------- --------
Total operating expenses 36,176 10,157 --- 26,019
-------- -------- -------- --------
Loss from operations (17,018) (1,191) --- (15,827)
Interest income 405 19 --- 386
Interest expense (19) (12) (7) ---
Settlement of litigation (2,823) --- --- (2,823)
Other income (expenses), net 144 (1) --- 145
-------- -------- -------- --------
Loss before benefit from income taxes (19,311) (1,185) (7) (18,119)
Benefit from income taxes --- --- --- ---
-------- -------- -------- --------
Net loss $(19,311) $ (1,185) $ (7) $(18,119)
======== ======== ======== ========
Net loss per common share $ (3.01) $ (2.82)
======== ========
Weighted average number of common shares 6,425 6,425
======== ========
</TABLE>
See accompanying notes.
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<PAGE>
Dataware Technologies, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
Nine months Ended September 30, 1997
(In thousands, except per share data)
<TABLE>
<CAPTION>
BUSINESSES
ACTUAL SOLD ADJUSTMENTS PRO FORMA
-------- -------- -------- --------
(Note B)
<S> <C> <C> <C> <C>
Revenues
Software license fees $14,621 $ 4,681 $ --- $ 9,940
Services 14,896 8,156 --- 6,740
-------- -------- -------- --------
Total revenues 29,517 12,837 --- 16,680
-------- -------- -------- --------
Cost of revenues
Software license fees 2,053 239 --- 1,814
Services 9,136 7,206 --- 1,930
-------- -------- -------- --------
Total cost of revenues 11,189 7,445 --- 3,744
-------- -------- -------- --------
Gross margin 18,328 5,392 --- 12,936
-------- -------- -------- --------
Operating expenses
Sales and marketing 13,664 5,922 --- 7,742
Product development 5,362 234 --- 5,128
General and administrative 4,825 831 --- 3,994
-------- -------- -------- --------
Total operating expenses 23,851 6,987 --- 16,864
-------- -------- -------- --------
Loss from operations (5,523) (1,595) --- (3,928)
Interest income 36 15 --- 21
Interest expense (276) (23) (253) ---
Gain on sale of portion of service business 2,197 --- 2,197 ---
Other income (expenses), net (277) 84 --- (361)
-------- -------- -------- --------
Loss before benefit from income taxes (3,843) (1,519) 1,944 (4,268)
Benefit from income taxes --- --- --- ---
-------- -------- -------- --------
Net loss (3,843) (1,519) 1,944 (4,268)
Dividends and accretion of preferred stock 677 --- --- 677
-------- -------- -------- --------
Net loss to common shareholders $(4,520) $(1,519) $1,944 $(4,945)
======== ======== ======== ========
Net loss per common share $(0.64) $(0.70)
======== ========
Weighted average number of common shares 7,108 7,108
======== ========
</TABLE>
See accompanying notes.
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<PAGE>
DATAWARE TECHNOLOGIES, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note A: Basis of Presentation
On September 30, 1997, the Company sold a portion of its data services business,
consisting of the stock of five foreign subsidiaries and certain other assets of
the Company, to Information Handling Services Group, Inc. ("IHS") and acquired
100% of the stock of Creative Multimedia Corporation ("CMC") from IHS. The
statement of operations for the nine months ended September 30, 1997, includes a
$2.2 million gain on this transaction; however, the Company's agreement with IHS
provides for a final purchase price adjustment on February 27, 1998, at which
time the Company will determine the ultimate gain on the transaction.
Since the transaction was reflected in the unaudited consolidated balance sheet
as of September 30, 1997, which was included in the financial statements of
Dataware Technologies, Inc. filed with the Securities and Exchange Commission in
its Form 10-Q for the nine months ended September 30, 1997, the accompanying pro
forma financial statements do not include a pro forma balance sheet.
The results of the continuing operations of CMC for the year ended December 31,
1996, and the nine months ended September 30, 1997, are not significant in the
context of the consolidated results of the Company. Accordingly, these results
have not been included in the accompanying pro forma financial statements.
Note B: Adjustments to Statements of Operations
The statements of operations for the year ended December 31, 1996, and the nine
months ended September 30, 1997, give effect to the following pro forma
adjustments:
(a) to record reduction of interest expense resulting from a reduction
in short-term borrowings by the proceeds on disposal of $6.8
million, or part thereof.
(b) to remove the gain on sale resulting from this transaction, previously
recognized in the unaudited financial statements of Dataware
Technologies, Inc. filed with the Securities and Exchange Commission
in its Form 10-Q for the nine months ended September 30, 1997.
(c) Exhibits
--------
Exhibit
No. Description
- ------- -----------
2 Agreement dated September 26, 1997, between Dataware Technologies,
Inc. and Information Handling Services Group, Inc. Pursuant to
Item 601(b)(2) of Regulation S-K, the schedules and exhibits
referred to in the Agreement are omitted. The Registrant hereby
undertakes to furnish supplementally a copy of any omitted schedule
and exhibit to the Commission upon request. Filed as Exhibit 2 to the
Company's October 14, 1997 Form 8-K and incorporated herein by
reference.
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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.
Date: December 10, 1997 DATAWARE TECHNOLOGIES, INC.
By: /s/ Michael Gonnerman
------------------------
Michael Gonnerman
Acting Chief Financial Officer
(Principal Financial and Principal
Accounting Officer)
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2 Agreement dated September 26, 1997, between Dataware Technologies,
Inc. and Information Handling Services Group, Inc. Pursuant to
Item 601(b)(2) of Regulation S-K, the schedules and exhibits
referred to in the Agreement are omitted. The Registrant hereby
undertakes to furnish supplementally a copy of any omitted schedule
and exhibit to the Commission upon request. Filed as Exhibit 2 to the
Company's October 14, 1997 Form 8-K and incorporated herein by
reference.
