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Previous: CITRIX SYSTEMS INC, 8-K, 1998-07-15 |
Next: PRUDENTIAL PACIFIC GROWTH FUND INC, N-30D, 1998-07-15 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment #1 To Current Report
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 8, 1998
CENTIGRAM COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2418021
- --------------------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
0-19558
----------------------------
(Commission File Number)
91 EAST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134
(Address of principal executive offices, including zip code)
(408) 944-0250
(Registrant's telephone number, including area code)
N/A
(Former name or address, if changed since last report)
1
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
This Form 8-K/A amends Item 7 of that certain Form 8-K filed with the
Securities and Exchange Commission on May 8, 1998 (the "Original Form 8-K") by
including the financial information referred to below.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not required.
(b) Pro Forma Financial Information.
The accompanying Unaudited Pro Forma Condensed Consolidated Balance
Sheet at May 2, 1998, and the Unaudited Pro Forma Condensed Statements of
Operations for the six months ending May 2, 1998, and for the twelve months
ended November 1, 1997 reflect the sale of the CPE business unit ("CPE") on May
8, 1998 to Mitel Corporation. The Company received cash of approximately $26.8
million in this transaction.
The Unaudited Pro Forma Condensed Balance Sheet as of May 2, 1998
reflects the elimination of the assets sold and the liabilities incurred,
assuming the sale transaction had occurred on May 2, 1998.
The Unaudited Pro Forma Condensed Statements of Operations for the six
months ended May 2, 1998 and the twelve months ended November 1, 1997 reflects
the elimination of net revenue, cost of sales, and operating expenses related to
the CPE business unit and assumes that the sale transaction was completed at the
beginning of the relevant reporting period.
The unaudited pro forma financial information is not necessarily
indicative of the results or financial position that would actually have been
reported had the sale transaction underlying the pro forma adjustments actually
been consummated on such dates nor is it necessarily indicative of future
operating results or financial position.
(c) Exhibits:
The following exhibits are filed herewith:
2.1* Agreement for Purchase and Sale of Assets dated as of April
15, 1998 by and among Centigram Communications Corporation,
Mitel, Inc. and Mitel Corp.
----------------
* Previously filed.
2
<PAGE>
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.
CENTIGRAM COMMUNICATIONS CORPORATION
(Registrant)
/s/ Thomas E. Brunton
-------------------------------------------------------
Thomas E. Brunton
Senior Vice President and Chief Financial Officer
Date: July ___ , 1998
3
<PAGE>
<TABLE>
Centigram Communications Corporation
Proforma Condensed Consolidated Balance Sheet (Unaudited)
May 2, 1998
<CAPTION>
Centigram Less: Total As
(In thousands) Consolidated CPE Adjusted
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and short-term investments $ 46,390 $ 26,849 $ 73,239
Trade receivables, net 18,031 (3,778) 14,253
Inventories 8,399 (2,900) 5,499
Other current assets 1,543 (74) 1,469
--------- --------- ---------
Total current assets 74,363 20,097 94,460
Property and equipment, net 10,178 (3,027) 7,151
Intangible assets, net 1,332 (382) 950
Deposits and other assets 2,523 (63) 2,460
--------- --------- ---------
$ 88,396 $ 16,625 $ 105,021
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,555 $ 393 $ 6,948
Accrued compensation 4,060 (86) 3,974
Accrued income taxes -- 1,100 1,100
Accrued expenses, warranty and
other liabilities 6,424 1,756 8,180
--------- --------- ---------
Total current liabilities 17,039 3,163 20,202
Commitment and contingencies
Stockholders' equity
Common stock and capital in excess
of par value 90,826 -- 90,826
Treasury stock, at cost (2,333) -- (2,333)
Accumulated deficit (17,292) 13,462 (3,830)
Other 156 -- 156
--------- --------- ---------
Total stockholders' equity 71,357 13,462 84,819
--------- --------- ---------
$ 88,396 $ 16,625 $ 105,021
========= ========= =========
<FN>
(a) Represents historical Centigram Communications Corporation ("Centigram")
Consolidated Balance Sheet, including CPE business unit.
(b) Represents CPE business unit sold to Buyer and cash consideration
received therefrom. Accounts payable and accrued expenses include
estimated transaction costs of approximately $500,000.
(c) Represents historical Centigram, net of the sold CPE business unit and
cash consideration received in the CPE sale.
</FN>
4
</TABLE>
<PAGE>
<TABLE>
Centigram Communications Corporation
Proforma Condensed Consolidated Statements of Operations (Unaudited)
Year Ended November 1, 1997
<CAPTION>
Centigram Less: Total As
(In thousands, except share and per share data) Consolidated CPE Adjusted
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
<S> <C> <C> <C>
Net revenue $ 108,836 $ 39,179 $ 69,657
Costs and expenses:
Cost of goods sold 45,661 16,814 28,847
Research and development 21,260 2,400 18,860
Selling, general and administrative 45,611 9,431 36,180
Other expenses 3,263 -- 3,263
--------- --------- ---------
115,795 28,645 87,150
--------- --------- ---------
Operating income (loss) (6,959) 10,534 (17,493)
Other income and expense, net 6,114 -- 6,114
--------- --------- ---------
Income (loss) before income taxes (845) 10,534 (11,379)
Provision for income taxes 833 -- 833
--------- --------- ---------
Net income (loss) $ (1,678) $ 10,534 $ (12,212)
========= ========= =========
Basic (loss) per share $ (0.24) $ (1.76)
========= =========
Diluted (loss) per share $ (0.24) $ (1.76)
========= =========
Shares used in computing basic and diluted net
loss per share 6,943 6,943
========= =========
<FN>
(a) Represents historical Centigram Consolidated Statement of Operations,
including CPE business unit.
(b) Represents CPE business unit sold, exclusive of gain realized on the sale.
(c) Represents historical Centigram Consolidated Statement of Operations, net
of CPE business sold, exclusive of gain realized on the sale.
</FN>
5
</TABLE>
<PAGE>
<TABLE>
Centigram Communications Corporation
Proforma Condensed Consolidated Statements of Operations (Unaudited)
Six Months Ended May 2, 1998
<CAPTION>
Centigram Less: Total As
(In thousands, except share and per share data) Consolidated CPE Adjusted
- -----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
<S> <C> <C> <C>
Net revenue $ 39,360 $ 11,376 $ 27,984
Costs and expenses:
Cost of goods sold 19,224 5,272 13,952
Research and development 10,087 1,738 8,350
Selling, general and administrative 21,822 4,046 17,776
-------- -------- --------
51,133 11,056 40,078
-------- -------- --------
Operating income (loss) (11,773) 320 (12,094)
Other income and expense, net 1,329 -- 1,329
-------- -------- --------
Income (loss) before income taxes (10,444) 320 (10,765)
Provision for income taxes 140 -- 140
-------- -------- --------
Net income (loss) $(10,584) $ 320 $(10,905)
======== ======== ========
Basic (loss) per share $ (1.51) $ (1.56)
======== ========
Diluted (loss) per share $ (1.51) $ (1.56)
======== ========
Shares used in computing basic and diluted net
loss per share 7,006 7,006
======== ========
<FN>
(a) Represents historical Centigram Consolidated Statement of Operations,
including CPE business unit.
(b) Represents CPE business unit sold, exclusive of gain realized on the sale.
(c) Represents historical Centigram, net of the sold CPE business unit and cash
consideration received in the CPE sale.
</FN>
6
</TABLE>
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