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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) July 12, 1996
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Spectrum HoloByte, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-19463 52-1728656
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(State or other jurisdiction (Commission (IRS Employer Identification No.)
of incorporation) File Number)
2490 Mariner Square Loop, Suite 100, Alameda, CA 94501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 522-3584
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Item 5. OTHER EVENTS.
By letter dated May 24, 1996, Spectrum Holobyte, Inc., ("Registrant") was
advised by The Nasdaq Stock Market, Inc. that Registrant was required to make a
public filing with the Securities and Exchange Commission and Nasdaq on or
before July 12, 1996 that contained a pro forma balance sheet with an historic
base not older than 45 days that evidences compliance with the net tangible
assets requirement of the Nasdaq National Market ("NMS").
Since receipt of the letter, the Company has taken a number of steps to
increase its net tangible assets, including the following: (i) the sale of
approximately $10,000,000 of common stock to private investors, (ii) the
exchange of approximately 1.9 million shares of Convertible Preferred Stock
for approximately $14.9 million principal amount of its Convertible
Subordinated Debentures, due 2002 (the "Debentures"), which have been retired
and (iii) repurchases for cash of approximately $4,000,000 of principal
amount of Debentures, which have been retired.
Set forth on the following page of this Current Report on Form 8-K is an
unaudited pro forma balance sheet as of May 31, 1996 that evidences compliance
with the minimum net tangible assets requirement for listing on the NMS.
Registrant expects that its balance sheet as of June 30, 1996, will also
evidence compliance with the NMS minimum listing requirements.
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SPECTRUM HOLOBYTE, INC.
Consolidated Pro Forma Balance Sheet -- Unaudited
May 26, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
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ASSETS HISTORICAL ADJUSTMENTS PRO FORMA
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Current assets:
Cash and cash equivalents $ 32,874 $ 9,651 (1) $ 42,525
Accounts receivable, less allowance of $8,000 6,315 6,315
Inventories 3,998 3,998
Prepaid royalties 2,772 2,772
Other current assets 1,752 1,752
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Total current assets 47,711 57,362
Property and equipment, net 5,377 5,377
Goodwill, net 768 768
Other assets 6,369 (528) (2) 5,841
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$ 60,225 $ 69,348
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabities:
Accounts payable $ 4,900 $ (25) (1) $ 4,925
Salaries, wages and related accruals 3,595 3,595
Royalties payable 1,022 1,022
Current portion of capital lease obligations 303 303
Other current liabilities 4,888 4,888
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Total current liabilities 14,708 14,733
Long-term debt 50,000 14,855 (2) 35,145
Capital lease obligations 401 401
Other liabilities 1,220 1,220
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Total liabilities 66,329 51,499
Commitments and contigencies
Redeemable preferred stock, $0.001 par value, 4,000,000
Series A shares issued and outstanding, redemption and
liquidation amount of $5,027 5,881 5,881
Stockholders' equity:
Preferred stock, $0.001 par value, 9,000,000 shares
authorized (of which 4,000,000 shares have been
designated Series A):
750,000 pro forma Series B convertible shares issued and
outstanding -- (1) (2) 1
1,168,860 pro forma Series B-1 convertible shares issued and
outstanding -- (1) (2) 1
Common stock, $0.001 par value, 40,000,000 shares authorized;
24,303,658 historical shares and
26,122,025 pro forma shares issued and outstanding 24 (2) (1) 26
Additional paid-in capital 120,000 (21,540) (1,2) 141,540
Accumulated deficit (131,553) (2,409) (2) (129,144)
Foreign currency translation adjustment (456) (456)
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Total stockholders' equity (11,985) 11,968
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$ 60,225 $ 69,348
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PRO FORMA ADJUSTMENTS
(1) Reflects the sale of 1,818,367 common shares in June 1996,
net of paid and unpaid issuance costs.
(2) Reflects the exchange of $14,855 of long-term debt for 750,000 shares
of Series B and 1,168,860 shares of Series B-1 preferred stock in
June 1996 and the write-off of a proportional amount of previously
capitalized debt issuance costs.
PRO FORMA TANGIBLE NET WORTH *
Pro Forma Stockholders' Equity $ 11,968
Less: Goodwill, net (768)
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Pro Forma Tangible Net Worth $ 11,200
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* Per Schedule D to the Bylaws of the National Association of Securities
Dealers, Tangible Net Worth is defined as Total Assets (including
the value of copyrights, trademarks and patents, but excluding goodwill)
less Total Liabilities.
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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.
Dated: July 12, 1996 SPECTRUM HOLOBYTE, INC.
By: /s/ Stephen M. Race
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Stephen M. Race,
Chief Executive Officer
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