U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): July 18, 1996
Saf T Lok Incorporated
(Exact name of registrant as specified in its charter)
Florida 1-11968 65-0142837
(State of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
18245 S.E. Federal Highway, Tequesta, Florida 33469
(Address of principal executive offices)
Registrant's telephone number, including area code: 561-743-5625
RGB Computer & Video, Inc.
(Former name, if changed since last report)
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Item 5. OTHER EVENTS
On July 18, 1996, the shareholders and directors of the
Registrant approved a change of name to Saf T Lok Incorporated.
Articles of Amendment to the Registrant's Articles of Incorpora-
tion were filed at the Florida State Department that same date
effectuating the name change.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Pro forma financial information: The Registrant
acquired Saf T Lok Corporation by merger on February
13, 1996. Historical unaudited pro forma condensed
combined financial statements giving effect to the
merger are attached.
(b) Exhibits
(A) Financial Statements
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S I G N A T U R E
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.
Date: July 31, 1996
By: //Robert L. Gilbert III.
________________________________
Robert L. Gilbert III, President
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E X H I B I T I N D E X
Exhibit Description Page in
Sequentially
Numbered Copy
A Financial Statements 5
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EXHIBIT A.
Independent Auditor's Report
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To the Board of Directors
and Shareholders
RGB Computer & Video, Inc. And Subsidiaries
Tequesta, FL 33469
We have audited the financial statements of RGB Computer &
Video, Inc. and Subsidiary, as of December 31, 1995 and
1994, and the related consolidated statements of operations,
changes in shareholders' equity and cash flows for the years
then ended, and we have expressed our opinion thereon dated
March 20, 1996. On February 13, 1996, as explained in the
footnotes to the aforementioned financial statements, a
newly formed wholly owned subsidiary of the Company was
merged with Saf T Lok Corporation with the subsidiary
continuing under the name of Saf T Lok Corporation. We have
not audited the pro forma adjustments reflecting the
transaction described in Note 18 to the audited financial
statements dated December 31, 1995. The historical
unaudited pro forma condensed combined financial statements
giving effect to the merger described above are derived from
the unaudited historical financial statements of Saf T Lok
Corporation. Such pro forma adjustments are based on
management's assumptions.
The objective of this pro forma financial information is to
show what the significant effects on the historical
information might have been had the merger occurred at an
earlier date. However, the pro forma condensed financial
statements are not necessarily indicative of the results of
operations or related effects on financial position that
would have been attained had the above-mentioned event
actually occurred earlier.
We have not audited or reviewed the accompanying pro forma
financial statements at December 31, 1994 and 1995, and for
the years then ended, and, accordingly, do not express an
opinion or any other form of assurance on them.
June 28, 1996
// Michaelson & Co, P.A. \\
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signature
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RGB COMPUTER & VIDEO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The Company's 1995 unaudited pro forma combined financial statements give
effect to the Company's acquisition through a merger of a newly-incorporated
special-purpose subsidiary corporation with Saf T Lok Corporation, as set
forth in Note (1) to the financial statements, as if the acquisition had
occurred for balance sheet purposes, on December 31, 1995, and, for statement
of operation purposes, on January 1, 1994. The pro forma information is not
necessarily indicative of the results that would have been reported had such
events actually occurred on the dates specified, nor is it indicative of the
Company's future results. These unaudited pro forma combined financial
statements should be read in conjunction with the Company's consolidated
audited financial statements dated December 31, 1995 and notes thereto.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 31, 1995
(See Independent Auditor's Report)
<TABLE>
<CAPTION>
ASSETS:
Actual Adjustments Pro Forma
<S> <C> <C> <C>
Cash $ 119,638 $ 111,686 $ 231,324
Marketable Securities 1,861,579 1,861,579
Securities, available for sale 518,362 518,362
Other current assets 298,318 16,306 314,624
Current Assets 2,797,897 127,992 2,925,889
Property and Equipment, net of
accumulated depreciation 408,827 350,998 -
Other long-term assets 234,146 84,479 318,625
TOTAL ASSETS $ 3,440,870 $ 563,469 $ 4,004,339
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY:
<S> <C> <C> <C>
Current liabilities 168,325 213,783 382,108
Long-term debt - 119,922 119,922
Common stock 8,089,270 490,289 8,579,559
Stock subscription receivable - (60,394) (60,394)
Accumulated deficit 4,816,725) (200,131) (5,016,856)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $3,440,870 $ 563,469 $4,004,339
</TABLE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(See Independent Auditor's Report)
<TABLE>
<CAPTION>
Actual Adjustments Pro Forma
<S> <C> <C> <C>
SALES $ 353,918 $ 353,918
COST OF SALES 153,988 153,988
199,930 199,930
OPERATING EXPENSES:
Selling 187,080 $ 24,602 211,682
General and administrative 890,642 58,800 949,442
Other operating expenses 174,321 54,315 228,636
TOTAL OPERATING EXPENSES 1,252,043 137,717 1,389,760
Loss from operations before
other (income) expense 1,052,113 137,717 1,189,830
OTHER (INCOME) (396,893) - (396,893)
OTHER EXPENSE 605,020 6,460 611,480
NET LOSS $1,260,240 $ 144,177 $1,404,417
NET LOSS PER COMMON SHARE AND
COMMON SHARE EQUIVALENT $ 0.36 $ 0.07 $ 0.24
Weighted average common
shares and common share
equivalents outstanding 3,508,799 2,238,688 5,747,487
</TABLE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(See Independent Auditor's Report)
<TABLE>
<CAPTION>
Actual Adjustments Pro Forma
<S> <C> <C> <C>
SALES $ 1,880,732 - $ 1,880,732
COST OF SALES 832,138 - 832,138
1,048,594 - 1,048,594
OPERATING EXPENSES:
Selling 1,149,328 2,317 1,151,645
General and administrative 1,934,367 4,868 1,939,235
Other operating expenses 168,522 717 169,239
TOTAL OPERATING EXPENSES 3,252,217 7,902 3,260,119
Loss from operations before
other (income) expense 2,203,623 7,902 2,211,525
OTHER (INCOME) - (14,137) (14,137)
OTHER EXPENSE 72,539 3,687 76,226
NET LOSS 2,276,162 (2,548) $2,273,614
NET LOSS PER COMMON SHARE AND
COMMON SHARE EQUIVALENT $ 0.66 $ 0.00 $ 0.40
Weighted average common
shares and common share
equivalents outstanding $3,474,307 $2,238,688 $5,712,995
</TABLE>
NOTES TO UNAUDITED PRO FORMA STATEMENTS
AS OF DECEMBER 31, 1995
(1)
As of February 13, 1996, a newly formed 100% wholly owned subsidiary of the
Company, Sphere Enterprises, Inc., was merged with Saf T Lok Corporation,
a Florida corporation, with the subsidiary continuing under the name of
Saf T Lok Corporation. The merger was achieved by converting each of the
outstanding shares of Saf T Lok Corporation into 15.54 shares of the Company,
thereby allowing the original shareholders of the Company to own approximately
60% of the combined entity after the merger with a total number of shares
outstanding after the merger of approximately 5.6 million shares. The pro
forma adjustments reflect the effects of the merger which has been accounted
for as a pooling of interest in accordance with APB Opinion No. 16. Also, in
connection with the merger, the Company issued performance stock options for
1,000,000 shares to Frank Brooks and 600,000 shares to Robert Gilbert at an
exercise price of $2 per share. The options will vest if the specific
performance standards are reached at a rate of 1/3 annually beginning
January 1, 1997.
(2)
The adjusted net loss per common share and common share equivalent is based
upon the weighted average number of shares of the Company outstanding and
the equivalent number of shares that would have been issued to the original
shareholders of Saf T Lok Corporation based upon the exchange ratio.
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