<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 6, 1996
INFONOW CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 0-19813 04-3083360
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification no.)
1875 Lawrence, Suite 1100 Denver, CO 80202
(address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 303-293-0212
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(B) PRO FORMA FINANCIAL INFORMATION
On December 13, 1996, InfoNow Corporation (the "Company") sold all the common
shares of its wholly-owned subsidiary, Infomergerco, Inc. d.b.a. Navigist, Inc.
("Navigist") to VDC Paradigms, Inc. which is owned by two of the principal
operating managers Navigist. The Company received 274,050 shares of InfoNow
common stock and the surrender of notes held by the buyers amounting to $27,940
in consideration for the sale of Navigist. As part of the transaction, the
Company agreed to make a cash payment of $97,000 to Buyers, canceled all
intercompany balances owed by Navigist to InfoNow and Cimarron international,
Inc. amounting to approximately $490,400 and forgave a note owed by Navigist to
InfoNow in the amount of $142,500. In addition, the Company also retired the
remaining notes payable, amounting to $22,060 that were issued in the original
acquisition of Navigist by the Company in August 1995 in order to facilitate the
completion of the transaction.
The following unaudited pro forma consolidated balance sheet gives effect to the
Company's sale of 100% of its interest in its subsidiary Navigist as if it had
occurred on September 30, 1996. The following unaudited pro forma consolidated
income statements for the year ended December 31, 1995 and the nine months ended
September 30, 1996 give effect to the disposition of Navigist as if it had
occurred on January 1, 1995. The unaudited pro forma consolidated financial
information and notes thereto do not purport to represent what the Company's
results would actually have been if such transactions had in fact occurred on
such date.
The pro forma adjustments are based upon currently available information and
upon certain assumed circumstances. The unaudited pro forma consolidated
financial information and explanatory notes should be read in conjunction with
the consolidated financial information filed by the Company with the Securities
and Exchange Commission.
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INFONOW CORPORATION
PRO FORMA BALANCE SHEET (UNAUDITED)
AS OF SEPTEMBER 30, 1996
<TABLE>
AS REPORTED ON
FORM 10-K NAVIGIST OTHER ADJUSTMENTS PRO FORMA
-------------- -------- ----------------- ---------
<S> <C> <C> <C> <C>
ASSETS:
Cash 187,266 8,392 (97,000)(B) 81,874
Accounts receivable 258,230 105,957 152,273
Other current assets 113,920 0 113,920
Property and Equipment, net 410,608 143,014 267,594
Capitalized SW Development 153,103 0 153,103
Investment in Navigist 0 0 126,740 (C) 0
418,287 (A)
142,500 (A)
(687,527)(B)
Goodwill - net 929,967 0 929,967
Other assets and deferred charges 19,717 15,057 4,660
----------- -------- -------- -----------
Total Assets 2,072,811 272,420 (97,000) 1,703,392
----------- -------- -------- -----------
----------- -------- -------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities 724,283 278,248 446,035
IC Notes Payable 0 142,500 142,500 (A) 0
Note payable - current 69,445 0 69,445
Intercompany Accounts 0 418,287 418,287 (A) 0
Related parties payable 100,000 100,000
Deferred Compensation 58,779 6,906 51,873
Capital lease obligation - current 3,930 0 3,930
Note payable, officers - current 0 0 0
Unearned revenue 237,057 69,862 167,195
Current income taxes payable 0 0 0
----------- -------- -------- -----------
Total current liabilities 1,193,494 915,803 838,478
Notes payable - long term 89,518 0 89,518
Capital lease obligation - long term 14,935 0 14,935
Notes payable, officers - long term 50,000 0 (27,940)(B) 22,060
----------- -------- -------- -----------
Total Liabilities 1,347,947 915,803 964,991
Common stock 3,836 100 100 (C) 3,562
(274)(B)
Additional paid in capital 19,873,707 0 (523,161)(B) 19,350,546
Retained earnings (deficit) (19,152,679) (643,483) 126,640 (C) (18,615,707)
(233,152)(B)
----------- -------- -------- -----------
Total Stockholders' Equity 724,864 (643,383) 738,401
----------- -------- -------- -----------
Total Liabilities & Stockholders' Equity 2,072,811 272,420 (97,000) 1,703,392
----------- -------- -------- -----------
----------- -------- -------- -----------
</TABLE>
(A) Eliminate intercompany balances
(B) Disposal of Navigist through cash payment of $97,000; extinguishment of
acquisiton note of $27,940 and retirement of 274,050 shares of InfoNow
common stock valued at $1.91 per share
(C) Reverse Navigist elimination entry
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INFONOW CORPORATION
PRO FORMA INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1995 (UNAUDITED)
<TABLE>
AS REPORTED ON
--------------
FORM 10-K NAVIGIST ADJUSTMENTS PRO FORMA
------------ -------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue $ 1,427,163 $654,593 $ 772,570
----------- -------- -----------
Cost of sales 684,027 387,187 $(48,125)(A) 248,715
Selling general and administrative 2,368,337 298,983 2,069,354
Research and Development 38,303 0 38,303
----------- -------- -----------
Total Expenses 3,090,667 686,170 2,356,372
Net loss from operations (1,663,504) (31,577) (1,583,802)
LOSS ON SALE OF ASSETS (104,083) 0 (104,083)
INTEREST INCOME (EXPENSE), net (14,234) 863 1,558 (B) (13,539)
Net loss before extraordinary gain
from debt restructuring (1,781,821) (30,714) (1,701,424)
EXTRAORDINARY GAIN FROM
DEBT RESTRUCTURING 134,123 0 134,123
Net Income (Loss) $(1,647,698) $(30,714) $ 49,683 $(1,567,301)
----------- -------- -------- -----------
----------- -------- -------- -----------
Pro Forma net income (loss) per
common share $ (0.92) $ (0.97)
Pro Forma weighted average number
of common shares outstanding 1,794,925 (177,591)(C) 1,617,334
----------- --------- -----------
</TABLE>
EXPLANATION FOR ADJUSTMENTS
(A) Reversal of recorded goodwill and related amortization recorded
from August 23, 1995 (the acquisition date of Navigist) to
December 31, 1995.
(B) Reversal of interest expense accrued on acquisition notes
(C) Represents 498,621 shares of common stock issued in conjunction
with acquisition of Navigist outstanding from August 23, 1995 to
December 31, 1995
<PAGE>
INFONOW CORPORATION
PRO FORMA INCOME STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED)
<TABLE>
AS REPORTED ON
--------------
FORM 10-Q NAVIGIST ADJUSTMENTS PRO FORMA
------------ -------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue $ 1,765,317 $ 700,563 $1,064,754
----------- ---------- ----------
Cost of sales 838,721 493,156 345,565
Selling general and administrative 1,991,719 547,230 $ (108,355)(A) 1,336,134
Impairment of Long lived asset 2,010,599 0 (2,010,599)(D) 0
----------- ---------- ----------- ----------
Total Expenses 4,841,039 1,040,385 1,681,700
Net loss from operations (3,075,722) (339,822) (616,946)
LOSS ON SALE OF ASSETS 0 0 0
INTEREST INCOME (EXPENSE), net (19,377) (106) 3,281 (B) (15,990)
Net loss before extraordinary gain
from debt restructuring (3,095,099) (339,928) (632,935)
EXTRAORDINARY GAIN FROM
DEBT RESTRUCTURING 0 0 0
Net Income (Loss) $(3,095,099) $ (339,928) $ (632,935)
----------- ---------- ----------
----------- ---------- ----------
Pro Forma net income (loss) per
common share $ (0.92) $ (0.22)
Pro Forma weighted average number
of common shares outstanding 3,365,055 (498,621)(C) 2,866,434
----------- ---------- ----------
</TABLE>
EXPLANATION FOR ADJUSTMENTS
(A) Reversal of recorded goodwill amortization recorded from January 1, 1996
to September 30, 1996
(B) Reversal of interest expense accrued on acquisition notes
(C) Represents 498,621 shares of common stock issued in conjunction with
acquisition of Navigist issued August 23, 1995
(D) Reverse write-off of Navigist Goodwill
<PAGE>
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 : February 13, 1997
INFONOW CORPORATION
(Registrant)
/s/ KEVIN D. ANDREW
--------------------------------------------
Kevin D. Andrew
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
