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Previous: FIRST INVESTORS SERIES FUND II INC, 485APOS, 1995-11-13 |
Next: FRANKLIN TEMPLETON JAPAN FUND, N-18F1, 1995-11-13 |
<PAGE>
UNITED STATES
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
Date of Report (Date of earliest event reported): August 31, 1995
CONTROL DATA SYSTEMS, INC.
(Exact name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-20252 41-1718075
(Commission File Number) (I.R.S. Employer Identification Number)
4201 Lexington Avenue North
Arden Hills, Minnesota 55126-6198
(Address of principal executive offices) (Zip Code)
(612) 482-2100
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. Acquisition or Disposition of Assets.
On August 31, 1995, the Registrant and certain of its
subsidiaries ("Seller") sold to AmeriData Technologies,
Inc.("AmeriData") and its subsidiaries ("Buyer") Seller's product
integration and maintenance operations located in Austria, Canada,
Mexico, Norway, and the United Kingdom. Also included in the August
31, 1995 sale agreement was a provision for the sale to AmeriData of
international product distribution operations in Greece and Portugal.
On October 31, 1995, the Registrant completed the sale of operations
in Portugal to AmeriData. The sale of operations in Greece is
anticipated to close in November 1995, with an effective closing date
expected to be October 31, 1995. The transactions were effected
through the transfer to Buyer of the respective assets and
liabilities or capital stock of the applicable international
subsidiary. The purchase price for the transaction is $5.6 million
plus the amount by which the book value of the assets exceeds the
liabilities of these operations sold as of August 31, 1995 and
October 31, 1995. Approximately $14 million was paid by Buyer to
Seller, which amount is subject to adjustment, if needed, when the
August 31, 1995 and October 31, 1995 book values of the applicable
assets and liabilities are calculated by the parties following the
closings.
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information:
The following unaudited pro forma combined statements of
operations and combined balance sheet, for the periods
indicated, are being provided in this Form 8-K/A No.1 Current
Report for the disposition referenced in Item 2 above. The pro
forma financial information includes the dispositions of
operations in Austria, Canada, Greece, Mexico, Norway,
Portugal, and the United Kingdom.
Pro Forma Combined Statement of Operations for the 6 months
ended June 30, 1995
Pro Forma Combined Statement of Operations for the year ended
December 31, 1994
Pro Forma Combined Balance Sheet at June 30, 1995
(c) Exhibits:
2.1 Amended and Restated Purchase Agreement, dated August
31, 1995, among the Registrant, AmeriData Technologies,
Inc. and ADA Global, Inc. --incorporated by reference to
Exhibit 2.1 previously filed with the filing of the Form 8-
K being hereby amended.
<PAGE>
CONTROL DATA SYSTEMS, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS (Unaudited)
Six Months Ended June 30, 1995
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
<S> <C> <C> <C>
REVENUES:
Net Sales and Rentals $ 156,549 $ (83,774) (a) $ 72,775
Services 102,603 (18,109) (a) 84,494
Total Revenues 259,152 (101,883) 157,269
COST OF REVENUES:
Net Sales and Rentals 113,833 (69,886) (a) 43,947
Services 79,117 (15,811) (a) 63,306
Total Cost of Revenues 192,950 (85,697) 107,253
Gross Profit 66,202 (16,186) 50,016
OPERATING EXPENSES:
Selling, General and
Administrative 60,558 (16,545) (a) 44,013
Technical 4,475 - 4,475
Total Operating Expenses 65,033 (16,545) 48,488
Earnings from
Operations 1,169 359 1,528
OTHER INCOME (EXPENSES):
Interest Expense (727) 576 (a) (151)
Interest Income 2,978 (560) (a) 2,418
403 (b) 403
Other Income, Net 1,940 367 (a) 2,307
Total Other Income, Net 4,191 786 4,977
Earnings Before
Income Taxes 5,360 1,145 6,505
PROVISION FOR INCOME TAXES 900 23 (a) 923
Net Earnings $ 4,460 $ 1,122 $ 5,582
Primary Earnings per Common Share
and Common Share Equivalents $ 0.35 $ 0.43
Fully Diluted Earnings per Common
Share and Common Share Equivalents $ 0.34 $ 0.43
Weighted Average Common Shares
Outstanding (in thousands)
Primary 12,965 12,965
Fully Diluted 13,082 13,082
</TABLE>
<PAGE>
CONTROL DATA SYSTEMS, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS (Unaudited) (Continued)
Six Months Ended June 30, 1995
Notes to Pro Forma Combined Statement of Operations:
(a) To reflect statement of operations of all seven international
operations sold to AmeriData, including the disposition of certain
operations in Greece which is anticipated to close in November 1995
with an effective date expected to be October 31, 1995. Revenues and
operating expenses attributable to the Greece operations for the above
period were less than 10% of the amounts reflected in the adjustment
column.
(b) To reflect interest income on proceeds from sale of all seven
international operations to AmeriData.
<PAGE>
CONTROL DATA SYSTEMS, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS (Unaudited)
Year Ended December 31, 1994
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
<S> <C> <C> <C>
REVENUES:
Net Sales and Rentals $ 319,302 $(147,959) (a) $ 171,343
Services 204,925 (39,866) (a) 165,059
Total Revenues 524,227 (187,825) 336,402
COST OF REVENUES:
Net Sales and Rentals 232,650 (119,702) (a) 112,948
Services 149,878 (30,323) (a) 119,555
Total Cost of Revenues 382,528 (150,025) 232,503
Gross Profit 141,699 (37,800) 103,899
OPERATING EXPENSES:
Selling, General and
Administrative 129,491 (33,889) (a) 95,602
Technical 14,241 - 14,241
Restructuring 70,100 (4,867) (a) 65,233
Goodwill Write-off 24,900 (892) (a) 24,008
Total Operating Expenses 238,732 (39,648) 199,084
Loss from Operations (97,033) 1,848 (95,185)
OTHER INCOME (EXPENSES):
Interest Expense (1,282) 848 (a) (434)
Interest Income 4,786 (672) (a) 4,114
358 (b) 358
Other Income, Net 126 379 505
Total Other Income, Net 3,630 913 4,543
Loss Before
Income Taxes (93,403) 2,761 (90,642)
PROVISION FOR INCOME TAXES 1,000 (164) (a) 836
Net Loss $ (94,403) $ 2,925 $ (91,478)
Primary Loss per Common Share
and Common Share Equivalents $ (6.87) $ (6.66)
Fully Diluted Loss per Common
Share and Common Share Equivalents $ (6.87) $ (6.66)
Weighted Average Common Shares
Outstanding (in thousands)
Primary 13,740 13,740
Fully Diluted 13,740 13,740
</TABLE>
<PAGE>
CONTROL DATA SYSTEMS, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS (Unaudited) (Continued)
Year Ended December 31, 1994
Notes to Pro Forma Combined Statement of Operations:
(a) To reflect statement of operations of all seven international
operations sold to AmeriData, including the disposition of certain
operations in Greece which is anticipated to close in November 1995
with an effective date expected to be October 31, 1995. Revenues and
operating expenses attributable to the Greece operations for the above
period were less than 10% of the amounts reflected in the adjustment
column.
(b) To reflect interest income on proceeds from sale of all seven
international operations to AmeriData.
<PAGE>
CONTROL DATA SYSTEMS, INC.
PRO FORMA COMBINED BALANCE SHEET (Unaudited)
June 30, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and Short-Term Investments $ 83,304 $ (7,092) (a) $ 90,512
14,300 (b)
Trade and Other Receivables 121,521 (34,406) (a) 87,115
Inventories 39,602 (14,806) (a) 24,796
Prepaid Expenses and Other Current Assets 6,640 (1,517) (a) 5,123
Total Current Assets 251,067 (43,521) 207,546
Investment and Advances 150 (8) (a) 142
Property and Equipment, Net 21,779 (3,666) (a) 18,113
Leased and Data Center Equipment, Net 1,749 (557) (a) 1,192
Noncurrent Trade and Other Receivables 6,786 - 6,786
Goodwill, Net 10,245 (9,784) (d) 461
Other Noncurrent Assets 9,035 (72) (a) 8,963
Total Assets $ 300,811 $ (57,608) $ 243,203
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 4,935 $ (1,884) (a) $ 3,051
Accounts Payable 49,274 (32,486) (a) 16,788
Customer Advances and Deferred Income 16,658 (4,814) (a) 11,844
Accrued Taxes 5,860 (829) (a) 5,031
Accrued Salaries and Wages 16,433 (2,341) (a) 14,092
Restructure Reserves, Current Portion 30,950 (302) (a) 29,427
14,300 (b)
(2,707) (c)
(9,784) (d)
(3,030) (e)
Other Accrued Expenses 36,534 (5,508) (a) 31,026
Total Current Liabilities 160,644 (49,385) 111,259
Deferred Income Taxes 630 - 630
Restructure Reserves, less Current Portion 17,420 (9,901) (c) 7,519
Pension Liabilities 37,537 (1,245) (a) 36,292
Other Noncurrent Liabilities 5,576 (107) (a) 5,469
Total Liabilities 221,807 (60,638) 161,169
Stockholders' Equity:
Preferred Stock - - -
Common Stock 139 - 139
Additional Paid-In Capital 161,643 - 161,643
Retained Earnings (66,781) - (66,781)
Minimum Pension Liability Adjustment (6,957) - (6,957)
Foreign Currency Translation Adjustment (1,929) 3,030 (e) 1,101
Treasury Stock, at Cost (7,111) - (7,111)
Stockholders' Equity 79,004 3,030 82,034
Total Liabilities and Stockholders' Equity $ 300,811 $ (57,608) $ 243,203
</TABLE>
<PAGE>
CONTROL DATA SYSTEMS, INC.
PRO FORMA COMBINED BALANCE SHEET (Unaudited) (Continued)
June 30, 1995
Notes to Pro Forma Combined Balance Sheet:
(a) To reflect final balance sheet of international operations sold to
AmeriData.
(b) To reflect proceeds from sale of international operations sold to
AmeriData.
(c) To reflect write-off of net book value of international operations
sold to AmeriData.
(d) To reflect the write-off of goodwill for MICHAEL Business Systems Plc
(United Kingdom) and Antares Electronics, Inc. (Canada) operations
sold to AmeriData.
(e) To reflect write-off of foreign currency translation adjustment of
international operations sold to AmeriData.
<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.
CONTROL DATA SYSTEMS, INC.
Registrant
Date: November 10, 1995 /s/ James E. Ousley
James E. Ousley
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBITS FILED AS ITEM 7 TO THE FORM 8-K REPORT OF CONTROL DATA
SYSTEMS, INC. ON FORM 8-K/A No. 1 DATED AUGUST 31, 1995.
2.1 Amended and Restated Purchase Agreement, dated August 31, 1995,
among the Registrant, AmeriData Technologies, Inc. and ADA
Global, Inc. -- incorporated by reference to Exhibit 2.1
previously filed with the filing of the Form 8-K being hereby
amended.
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