SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): NOVEMBER 19, 1996
The Netplex Group, Inc. formerly known as CompLink, Ltd.
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(Exact name of registrant as specified in its charter)
New York 1-11784 11-2824578
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8260 Greensboro Drive, 5th Floor, McLean, Virginia 22101
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(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 356-1717
N/A
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(Former name or former address, if changed since last report.)
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Item 2. ACQUISTION OR DISPOSITION OF ASSETS.
On November 19, 1996, the initial closing of the sale by The
Netplex Group, Inc. (the "Registrant"), of certain WorldLink(TM) middleware
technology, developed by its wholly owned subsidiary, Technology Development
Systems, Inc. (TDS) to XcelleNet, Inc. (Nasdaq-NM:XNET) occurred. At the initial
closing, the Registrant received $2.0 million of the $3.5 million purchase price
which was determined by arms-length negotiation. The Registrant and XcelleNet
have agreed that completion of the remaining portion of the transaction is
subject to certain conditions to be met by the Registrant. Finalization of the
balance of this technology transaction is expected by year end, but there can be
no assurance that the remaining portion of this transaction will be completed.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
Exhibit No. Description
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99.1 Pro forma financial information
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<PAGE>
SIGNATURE
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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.
THE NETPLEX GROUP, INC.
Dated: December 4, 1996 By: /s/ Gene Zaino
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Name: Gene Zaino
Title: Chairman of the Board
and President
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EXHIBIT 99.1
THE NETPLEX GROUP, INC.
CONDENSED CONSOLIDATED PRO-FORMA BALANCE SHEET
As of September 30, 1996
The following condensed consolidated pro-forma balance sheet is based on the
Company's September 30, 1996 Consolidated Balance Sheet and gives effect for the
November 19, 1996 closing of $2.0 million of the agreed upon $3.5 million
purchase price for the sale of the Company's WorldLink middleware technology, as
if the portion which closed had occurred on September 30, 1996. The remaining
portion of the purchase price is not reflected in the pro-forma presentation.
Refer to the Notes to the Condensed Consolidated Pro-forma Financial Statements
for further information.
ASSETS
<TABLE>
<CAPTION>
Actual Pro-forma
September 30, Pro-forma September 30,
1996 Adjustments 1996
----------------- -------------- -----------------
<S> <C> <C> <C>
Cash $2,512,008 $2,000,000 A $4,512,008
Accounts Receivable, net 3,652,745 3,652,745
Other Current assets 333,616 333,616
----------------- -------------- -----------------
Total current assets 6,498,369 2,000,000 8,498,369
Property and equipment 624,779 624,779
Other assets 672,526 672,526
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Total Assets $7,795,674 $2,000,000 $9,795,674
================= ============== ==================
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
Accounts payable & accrued expenses $3,641,583 $500,000 A $4,141,583
Other current liabilities 241,876 241,876
----------------- -------------- -----------------
Total liabilities 3,883,459 500,000 4,383,459
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Total Stockholder's Equity 3,912,215 1,500,000 A 5,412,215
----------------- -------------- -----------------
Total Liabilities and Stockholder's Equity $7,795,674 $2,000,000 $9,795,674
================= ============== ==================
</TABLE>
See the accompanying notes to the condensed consolidated pro-forma financial
statements.
<PAGE>
THE NETPLEX GROUP, INC.
CONDENSED CONSOLIDATED PRO-FORMA STATEMENT OF OPERATIONS
Nine months ended September 30, 1996
The following condensed consolidated pro-forma statement of operations is based
on the Company's September 30, 1996 Consolidated Statement of Operations and
gives effect for the November 19, 1996 closing of $2.0 million of the agreed
upon $3.5 million purchase price, for the sale of the Company's WorldLink
middleware technology, as if the portion which closed had occurred on June 7,
1996. The remaining portion of the purchase price is not reflected in the
pro-forma presentation. Refer to the notes to the Condensed Consolidated
Pro-forma Financial Statements for further information.
<TABLE>
<CAPTION>
Pro-forma
Actual Adjustments Pro-forma
------------------ ------------- ----------------
<S> <C> <C> <C>
Revenues $24,800,026 ($285,991) B $24,514,035
Cost of Sales 21,313,776 (107,431) B 21,206,345
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Gross margin 3,486,250 (178,560) 3,307,690
Operating expenses 5,287,640 (632,029) B 4,655,611
Interest income (expense) 18,064 - B 18,064
Other income (expense) - 1,500,000 A 1,500,000
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Net (loss) income ($1,783,326) $1,953,469 $170,143
================= ============= =================
Earnings (loss) per share ($0.38) $0.42 $0.04
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Weighted average shares outstanding 4,703,615 4,703,615 C 4,703,615
================= ============= =================
</TABLE>
See the accompanying notes to the condensed consolidated pro-forma financial
statements.
<PAGE>
THE NETPLEX GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED PRO-FORMA FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
BASIS OF PRESENTATION:
The accompanying condensed consolidated pro-forma balance sheet and statement of
operations (collectively the "pro-forma financial statements") are based on the
actual consolidated financial statements of The Netplex Group, Inc. ("the
Company") as of and for the nine months ended September 30, 1996, giving effect
for the closing of $2.0 million of the agreed upon $3.5 million purchase price
for the sale of the WorldLink middleware technology on November 19, 1996. The
pro-forma financial statements reflect the closed portion of the transaction as
if it had occurred on September 30, 1996 for pro-forma balance sheet
presentation and on June 7, 1996 for pro-forma statement of operations
presentation. The accompanying pro-forma financial statements should be read in
conjunction with the Company's Report on Form 10-QSB for the nine months ended
September 30, 1996.
The remaining portion of the transaction is not reflected in the pro-forma
financial statements as the closing of this portion is subject to certain
conditions to be met by the Company and, although the Company and the buyer
expect finalization of the transaction by year end, there can be no assurance
that the remaining portion of the transaction will be completed.
The WorldLink middleware technology was developed and distributed by Technology
Development Systems, Inc. ("TDS"), a wholly-owned subsidiary of the Company. TDS
did not become a subsidiary of the Company until June 7, 1996 ("the merger
date"), when its parent CompLink Ltd. merged with the Company in a transaction
accounted for as a purchase. The Company's actual operating results for the nine
months ended September 30, 1996, therefore, reflect only the operating results
of CompLink and TDS from the merger date forward. Accordingly, the pro-forma
statement of operations does not include pro-forma amounts for the periods prior
to the merger date.
PRO-FORMA ADJUSTMENTS:
The following adjustments were made to reflect the closed portion of the sale of
the WorldLink technology:
A This adjustment reflects the $2.0 million in cash proceeds received by
the Company from the closed portion of the TDS WorldLink technology
transaction. The adjustment also reflects the accrual of $500,000 of
estimated professional fees, travel costs and other related transaction
costs associated with this portion of the transaction. The WorldLink
technology was carried at a net book value of $0 on the September 30,
1996 Consolidated Balance Sheet. Accordingly, the adjustment reflects
the$1.5 million net gain from this portion of the transaction as other
income.
B This adjustment removes the actual results of TDS operations from sales
of the WorldLink technology products that have been sold and the
amounts expended for the continued support, marketing, and development
of such product for the period from the merger date (June 7, 1996)
through September 30, 1996.
C The sale of the WorldLink technology has no effect on the actual
weighted average number shares outstanding for earnings (loss) per
share computations.
INCOME TAX EFFECTS:
As the Company is in a net operating loss carry forward position as of September
30, 1996 and as any income taxes arising from this transaction will only result
in the utilization of the net operating loss carry forward benefit, no income
tax effect is presented in the accompanying pro-forma financial statements.
