SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 31, 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.)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
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On December 31, 1996, The Netplex Group, Inc. (the "Company") closed the final
portion of the sale of its WorldLink middleware technology to Xcellenet, Inc.
for and additional $1 million, bringing the aggregate sale price for the
WorldLink technology to $3 million. The WorldLink technology was developed and
distributed by the Company's software development and distribution segment (the
"segment"). The operations of the segment have been discontinued as a result of
the sale. The Company had operated in the software development and distribution
segment through its wholly-subsidiary Technology Development Systems, Inc.,
(TDS). TDS became part of the Company in the June 7, 1996 merger between its
parent, CompLink, Ltd. and The Netplex Group, Inc.
The sale of the WorldLink technology and related shut down of the segment has
been treated as discontinued operations in accordance with APB Opinion No. 30
(APB 30). Pursuant to APB No.30, the revenue, costs and expenses of the segment
will be excluded from their captions in the Company's consolidated statements of
income and the net results of these operations will be reported as loss from
discontinued operations. The net assets of the segment have been written down to
their net realizable value after the sale of the WorldLink technology and
discontinuance of the segment's operations. These assets will not be reported
separately as net assets of discontinued operations in the consolidated balance
sheet, as the remaining assets, consisting primarily of furniture and equipment
will continue to be used by the Company's remaining operations.
The accompanying unaudited condensed consolidated pro-forma balance sheet and
statement of operations reflect the pro-forma effects of the transaction and
discontinuance of the segment.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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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: March 17, 1997 By: /s/ Matthew Jones
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Name: Matthew Jones
Title: Chief Financial Officer
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The Netplex Group, Inc.
Unaudited Condensed Consolidated Pro-forma Balance Sheet
As of September 30, 1996
The following condensed consolidated pro-forma balance sheet is based on The
Netplex Group, Inc.'s (the "Company's") September 30, 1996 consolidated balance
sheet and gives effect for the December 31, 1996 finalization of the sale of the
Company's WorldLink middleware technology for $3 million, and the discontinuance
of the operations of the Company's software development business segment, which
was the developer and distributor of the WorldLink technology, as if the
transaction had closed on September 30, 1996. This unaudited consolidated pro-
forma balance sheet should be read in conjunction with the financial statements
accompanying the Company's report on Form 10-QSB for the quarterly period ended
September 30, 1996. The pro-forma information is not necessarily indicative of
the results that would have been reported had such events occurred on the date
specified, nor is it indicative of the Company's future results.
ASSETS
<TABLE>
<CAPTION>
Adjustments for
sale of technology
and discontinuance of
Historical software development
Actual business segment Pro-forma
------------------ ------------------------- ------------------
<S> <C> <C> <C>
Cash $2,512,008 $3,000,000 A $5,512,008
Other Current assets 3,986,361 3,986,361
------------------ ------------------------- ------------------
-
Total current assets 6,498,369 9,498,369
3,000,000
Property and equipment 624,779 624,779
Other assets 672,526 672,526
------------------ ------------------------- ------------------
Total Assets $7,795,674 $3,000,000 $10,795,674
================== ========================= ==================
Liabilities and Stockholders' Equity
Accounts payable & accrued expenses $3,641,583 $1,200,000 A $4,841,583
Other current liabilities 241,876 241,876
------------------ ------------------------- ------------------
Total liabilities 3,883,459 5,083,459
1,200,000
------------------ ------------------------- ------------------
Total Stockholder's Equity 3,912,215 A 5,712,215
1,800,000
------------------ ------------------------- ------------------
Total Liabilities and Stockholder's Equity $7,795,674 $3,000,000 $10,795,674
================== ========================= ==================
</TABLE>
See accompanying notes to the 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 Netplex Group, Inc.'s (the "Company's") September 30, 1996 consolidated
statement of operations and gives effect for the December 31, 1996 finalization
of the sale of the Company's WorldLink middleware technology for $3 million, and
the discontinuance of the operations of the Company's software development and
distribution segment, which was the developer and distributor of the WorldLink
technology, as if the transaction had closed on the date of the reverse merger.
This unaudited consolidated pro-forma statement of operations should be read in
conjunction with the financial statements accompanying the Company's Report on
Form 10-QSB for the quarterly period ended September 30, 1996. The pro-forma
information is not necessarily indicative of the results that would have been
reported had such events occurred on the date specified, nor is it indicative of
the Company's future results.
<TABLE>
<CAPTION>
Adjustment for
sale of technology
and discontinuance of
Historical software development
Actual business segment Pro-forma
------------------ ------------------------- ------------------
<S> <C> <C> <C>
Revenues $24,800,026 ($285,991) B $24,514,035
Cost of Sales 21,313,776 B 21,206,345
(107,431)
------------------ ------------------------- ------------------
Gross margin 3,486,250 3,307,690
(178,560)
Operating expenses 5,287,640 B 4,655,611
(632,029)
Interest income (expense) B
18,064 - 18,064
Other income (expense)
- -
------------------ ------------------------- ------------------
Net (loss) income from operations ($1,783,326) ($453,469) B ($1,329,857)
================== ========================= ==================
Earnings (loss) per share ($0.38) $0.10 C ($0.28)
------------------ ------------------------- ------------------
Weighted average shares outstanding 4,703,615 C 4,703,615
4,703,615
================== ========================= ==================
</TABLE>
see accompanying notes to the pro-forma financial statements
<PAGE>
The Netplex Group, Inc.
Notes to the Condensed Consolidated Pro-forma Financial Statements
September 30, 1996
Basis of pro-forma presentation:
The accompanying condensed consolidated pro-forma balance sheet and statement of
operations (collectively the "pro-forma financial statements") are based on the
Consolidated Financial Statements included in the Company's Report on Form
10-QSB for the quarter ended September 30, 1996, giving effect for the December
31, 1996 finalization of the sale of the WorldLink technology and the related
discontinuance of its software development business segment , which was the
developer and distributor of the WorldLink technology for the $3 million
aggregate sale price, as if the transaction had occurred on: (i) on September
30, 1996, for pro-forma balance sheet presentation and (ii) as of June 7, 1996
(the merger date) for pro-forma statement of operations presentation, as
Technology Development Systems, Inc. (the entity performing the software
development operations) became a subsidiary of the Company in the June 7,1996
with the reverse merger. (See the Report on Form 10-QSB for the quarter ended
September 30, 1996, for further discussion of the reverse merger).
Adjustments for pro-forma presentation:
A Adjustment reflects the $3.0 million in cash proceeds received by the
Company in the sale of the WorldLink product technology. The adjustment
also reflects the accrual of approximately $700,000 in estimated
professional fees, transaction costs and travel costs related to the sale
of the WorldLink technology, as well as approximately $500,000 in costs
associated with the winding up and discontinuance of software development
operations (costs include severance and other related wind up costs). The
WorldLink technology was carried at a net book value of $0 on the
Company's September 30, 1996 financial statements.
B Adjustment provides the effect of removing software development
operations from the Company's operating results as if the sale of the
WorldLink technology occurred simultaneous with the Merger.
C The net effect of the above adjustments to the loss per share is decrease
of $0.10 per share from a loss per share of $0.38 to $0.28. The
transaction had no effect on the weighted average common shares and
equivalents outstanding.
