<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K/A NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 29, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
PRECISION SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-20068 41-1425909
(STATE OR OTHER JURIS. (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
11800 30TH COURT NORTH
ST. PETERSBURG, FLORIDA 33716
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
(813) 572-9300
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
<PAGE> 2
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(b) Pro Forma Financial Information
On June 29, 1996, Precision Systems, Inc. ("PSI") filed audited
consolidated financial statements of Vicorp N.V. and its subsidiaries
("Vicorp") and pro forma financial statements of PSI and Vicorp giving effect
to the purchase by PSI of substantially all of the capital stock of Vicorp.
The Board of Directors of PSI has determined to re-evaluate its strategic plans
for the integration of Vicorp's technology with the existing technology of PSI
in conjunction with a continuing review of PSI's long-term development plans.
As a result, PSI has determined to restate the pro forma financial statements
to eliminate a one-time write-off of $19,500,000 relating to purchased
in-process technology pending completion of such re-evaluation. Upon conclusion
of such re-evaluation, PSI will determine the extent to which in-process
technology purchased in the Vicorp acquisition fits within PSI's strategic
business and technology plans. Thereafter, an appropriate level of write-offs,
if any, will be recorded on PSI's financial statements as permitted by
generally accepted accounting principles. PSI expects that such determination
will be made by February 28, 1997. Set forth below are revised pro forma
financial statements which have been amended to reflect the reversal of such
write-off.
Page 2 of 4
<PAGE> 3
PRECISION SYSTEMS, INC. AND THE VICORP GROUP
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma combined statements of operations and the
unaudited pro forma combined balance sheet (together the "pro forma financial
information") are based on the historical financial statements of Precision
Systems, Inc. (the "Company") and The Vicorp Group adjusted to give effect to
the acquisition of The Vicorp Group. The unaudited pro forma combined statements
of operations assume that the Vicorp Group acquisition occurred as of September
1, 1994, and the unaudited pro forma balance sheet data assumes that the Vicorp
Group acquisition occurred on February 29, 1996.
The pro forma financial information reflects the purchase method of accounting
for The Vicorp Group acquisition using estimated purchase accounting
adjustments, and is subject to post-closing adjustments and to further revision
once studies of the fair value of The Vicorp Group's net assets are completed.
The pro forma data does not give effect to any cost savings that may be
realized as a result of the integration of the Company's and The Vicorp Group's
businesses or to any changes in revenues of The Vicorp Group, resulting from
such integration.
The pro forma financial information should be read in conjunction with the
Company's historical financial statements and notes thereto included in its 1995
Annual Report on Form 10-K and the Vicorp Group's historical financial
statements and notes thereto included herein. The pro forma financial data is
provided for comparative purposes only. The pro forma financial data does not
purport to be indicative of the results of the Company in the future or what the
financial position and results of operations would have been had the acquisition
occurred at the dates indicated above.
<PAGE> 4
PRECISION SYSTEMS, INC. AND THE VICORP GROUP
NOTES TO PRO FORMA FINANCIAL INFORMATION
(1) To record the purchase accounting for the acquisition of The Vicorp Group.
The Company acquired The Vicorp Group, in April 1996 in exchange for
3,135,467 shares of the Company's common stock with a discounted market
value of approximately $29,520,000, options to acquire 114,122 shares
of the Company's common stock for $.01 per share and incurred direct
acquisition costs of approximately $1,445,000, which collectively is a
purchase price of approximately $32,434,000. The common stock and options
issued were valued based on the discounted closing price (NASDAQ stock
market) of the Company's common stock on the day of the acquisition. The
purchase price was allocated to the assets acquired (approximately
$24,312,000) and the liabilities assumed (approximately $23,308,000)
based upon the fair values at the date of the acquisition. Intangible
assets of approximately $31,431,000 were recorded as a result of the
acquisition.
(2) To record the amortization of intangible assets, resulting from Note (1)
herein, for the period presented. Intangible assets are being amortized
over a 7 year period.
(3) To record the accrued compensation associated with the stock options
issued during the acquisition of The Vicorp Group.
(4) To record an adjustment to reduce interest income on the approximately
$1,455,000 of direct costs incurred by the Company to purchase The
Vicorp Group.
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PRECISION SYSTEMS, INC. AND THE VICORP GROUP
PRO FORMA COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
(000s, EXCEPT FOR PER SHARE AMOUNTS)
FOR THE SIX MONTHS ENDED FEBRUARY 29, 1996 AND MARCH 31, 1996, RESPECTIVELY
<TABLE>
<CAPTION>
HISTORICAL
HISTORICAL THE VICORP
THE COMPANY-SIX GROUP-SIX
MONTHS ENDED MONTHS ENDED PRO FORMA COMBINED
FEBRUARY 29, 1996 MARCH 31, 1996 ADJUSTMENTS PRO FORMA
----------------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
REVENUES $10,157 $22,924 $ $33,081
------- ------- ------- -------
COST AND EXPENSES:
Cost of revenues 3,377 8,384 11,761
Selling, general and administrative 6,733 10,569 2,245 19,547
Research and development 1,929 3,439 5,368
------- ------- ------- -------
12,039 22,392 2,245 36,676
------- ------- ------- -------
OPERATING INCOME (LOSS) (1,882) 532 (2,245) (3,595)
------- ------- ------- -------
GAIN ON MARKETABLE EQUITY SECURITIES 1,262 -- -- 1,262
INTEREST INCOME (EXPENSE) 156 (88) (36)(4) 32
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES (464) 444 (2,281) (2,301)
INCOME TAXES -- (277) -- (277)
------- ------- ------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS $ (464) $ 167 $(2,281) $(2,578)
======= ======= ======= =======
INCOME (LOSS) FROM CONTINUING
OPERATIONS PER COMMON SHARE $ (.04) $ 1.59 $ (.16)
======= ======= =======
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 13,069 105 3,135 16,204
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these pro forma financial
statements.
<PAGE> 6
PRECISION SYSTEMS, INC. AND THE VICORP GROUP
PRO FORMA COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
(000s, EXCEPT PER SHARE AMOUNTS)
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 AND SEPTEMBER 30, 1995, RESPECTIVELY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
HISTORICAL THE VICORP
THE COMPANY-TWELVE GROUP-TWELVE
MONTHS ENDED MONTHS ENDED PRO FORMA COMBINED
AUGUST 31, 1995 SEPTEMBER 30, 1995 ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
REVENUES ........................ $21,522 $34,408 $ $55,930
------- ------- ------- -------
COST AND EXPENSES:
Cost of revenues .............. 7,825 12,292 20,117
Selling, general and
administrative .............. 13,042 18,609 4,490(2) 36,141
Research and development ...... 3,172 5,161 8,333
------- ------- ------- -------
24,039 36,062 (4,490) 64,591
------- ------- ------- -------
OPERATING LOSS .................. (2,517) (1,654) (4,490) (8,661)
------- ------- ------- -------
INTEREST INCOME (EXPENSE) ....... 1 (3) (72)(4) (74)
------- ------- ------- -------
LOSS BEFORE INCOME TAXES ........ (2,516) (1,657) (4,562) (8,735)
INCOME TAXES .................... -- (238) (238)
------- ------- ------- -------
LOSS FROM CONTINUING OPERATIONS . $(2,516) $(1,895) $(4,562) $(8,973)
======= ======= ======= =======
LOSS FROM CONTINUING OPERATIONS
PER COMMON SHARE .............. $ (.23) $(19.34) $ (.64)
======= ======= =======
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING ............ 10,966 98 3,135 14,101
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these pro forma financial
statements.
<PAGE> 7
PRECISION SYSTEMS, INC. AND THE VICORP GROUP
PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)
(000s)
AS OF FEBRUARY 29, 1996 AND MARCH 31, 1996, RESPECTIVELY
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
HISTORICAL
HISTORICAL THE VICORP
THE COMPANY AS OF GROUP AS OF PRO FORMA COMBINED
FEBRUARY 29, 1996 MARCH 31, 1996 ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 13,207 $ 7,314 $ $ 20,521
Accounts and contracts receivable, net 7,275 10,766 18,041
Supplies and other current assets 2,072 846 2,918
-------- -------- -------- --------
Total current assets 22,554 18,926 41,480
-------- -------- -------- --------
PROPERTY, PLANT AND EQUIPMENT, NET 6,148 2,419 8,567
-------- -------- --------
INTANGIBLE ASSETS 6,254 2,967 31,431(2) 40,652
-------- -------- -------- --------
TOTAL $ 34,956 $ 24,312 $ 31,431 $ 90,699
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 980 $ 9,547 $ 1,444(1) $ 11,971
Accrued expenses 1,003 6,514 1,469(3) 8,986
Deferred revenue 1,252 5,240 - 6,492
-------- -------- -------- --------
Total current liabilities 3,235 21,301 2,913 27,449
-------- -------- -------- --------
Long-term liabilities - 2,007 2,007
STOCKHOLDERS' EQUITY
Preferred stock - - - -
Common stock 115 7,385 (7,354)(1) 146
Class B - convertible common stock 24 24
Additional paid-in capital 76,775 6,209 23,282 (1) 106,266
Retained (deficit) earnings (45,538) (12,590) 12,590 (1) (45,538)
Treasury stock - at cost (422) (422)
Accumulated preferred stock dividend 767 767
-------- -------- -------- --------
31,721 1,004 28,518 61,243
-------- -------- -------- --------
TOTAL $ 34,956 $ 24,312 $ 31,431 $ 90,699
======== ======== ======== =========
</TABLE>
The accompanying notes are an integral part of these pro forma financial
statements.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRECISION SYSTEMS, INC.
Date: July 16, 1996 By: /s/ John B. Hindman
--------------------------
John R. Hindman
Chief Financial Officer
