<PAGE> Page 1 of 4 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):
March 31, 1997
ASSOCIATED TECHNOLOGIES, INC.
__________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 33-55254 87-0485306
__________________________________________________________________
(State or other (Commission (I.R.S. Employer
jurisdiction) File Number) Identification No.)
3 Riverside Drive, Andover, MA 01810
__________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (978) 688-8800
______________
N/A
__________________________________________________________________
(Former name and former address, if changed since last report)
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Item 5. Other Events.
Associated Technologies, Inc. (the "Company"), upon completion of
an audit of its financial statements for the fiscal year ended
December 31, 1997, has determined that certain transactions related
to the issuance of stock options to certain note holders and the
retirement of debt in exchange for the issuance of shares of the
Company's common stock were not properly recorded by the Company
for the quarters ended March 31 and June 30 and cumulatively for
the quarters ended June 30 and September 30, 1997. Pursuant to the
Statement of Financial Accounting Standards No. 123 "Accounting for
Stock Based Compensation" adopted by the Company, the Company is
required to determine the fair value of options granted to third
parties and to record such amount as an expense when incurred. The
Company, subsequent to the filing of its quarterly report on Form
10-Q for each of the above listed quarters, determined the fair
value for the options issued in the quarter ended March 31, 1997 to
be $52,500 and for the quarter ended June 30, 1997 to be $67,500.
As a result of the foregoing determinations, the fair value for
such options were, on a cumulative basis, $120,000 for the quarters
ended June 30 and September 30, 1997.
Given the effect of these adjustments, the Company's basic and
diluted income (loss) per common share before extraordinary item
would be restated for the 1997 fiscal year as follows:
<TABLE>
<CAPTION>
=================================================================
Quarter Ended Six Months Nine Months
Ended Ended
March 31 June 30 Sept 30 June 30 Sept 30
_________________________________________________________________
<S> <C> <C> <C> <C> <C>
As reported ($.19) ($.16) $.01 ($.35) ($.34)
_________________________________________________________________
Adjusted ($.21) ($.20) $.01 ($.41) ($.39)
for effect
of SFAS
123
accounting
=================================================================
</TABLE>
In addition to the foregoing, during the quarter ended June 30,
1997, the Company exchanged 95,605 shares of its common stock in
return for the retirement of $318,418 in debt owing to a related
<PAGE> Page 3 of 4 Pages
party. The Company, subsequent to the filing of its quarterly
reports on Form 10-Q for the quarters ended June 30 and September
30, 1997, determined the effect of the exchange to be an
extraordinary gain on the extinguishment of debt of $191,209 for
the quarter and six months ended June 30, 1997 and the nine months
ended September 30, 1997. The amount of the gain was determined
based upon the market value of the shares exchanged being $2 per
share or $191,208.
Given the cumulative effect of the above adjustments, the Company's
basic and diluted income (loss) per common share would be restated
for the 1997 fiscal year as follows:
<TABLE>
<CAPTION>
=================================================================
Quarter Ended Six Months Nine Months
Ended Ended
March 31 June 30 Sept 30 June 30 Sept 30
_________________________________________________________________
<S> <C> <C> <C> <C> <C>
As reported ($.19) ($.16) $.01 ($.35) ($.34)
_________________________________________________________________
Adjusted ($.21) ($.11) $.01 ($.32) ($.30)
for effect
of SFAS
123
accounting
and
extra-
ordinary
item
=================================================================
</TABLE>
The Company is currently conducting a review of the disclosures set
forth in its quarterly reports on Form 10-Q filed during its fiscal
year ended December 31, 1997. Upon completion of such review, the
Company intends to file amended quarterly reports on Form 10-Q as
soon as is practicable in order to reflect the foregoing
adjustments and any other disclosure items which may be required.
The Company is currently completing the preparation of its annual
report on Form 10-K for its fiscal year ended December 31, 1997,
and intends to file such report as soon as is practicable.
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SIGNATURES
___________
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
ASSOCIATED TECHNOLOGIES, INC.
By:/s/ Mark Kripp
_________________________________
Name: Mark Kripp
Title: Chief Financial Officer
Dated: May 1, 1998
118319
