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): September 11, 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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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: September 11, 1996
By: //Robert L. Gilbert III.
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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 4
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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
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)
Actual Ajustments Pro Forma
ASSETS:
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 408,827 332,242 -
Other long-term assets 234,146 280,088 514,234
TOTAL ASSETS $3,440,870 $740,322 $4,181,192
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities 168,325 213,783 382,108
Common stock 8,089,270 526,539 8,615,809
Accumulated deficit (4,816,725) (4,816,725)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $3,440,870 $740,322 $4,181,192
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(See Independent Auditor's Report)
Actual Adjustments Pro Forma
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 70,877 245,198
TOTAL OPERATING EXPENSES 1,252,043 154,279 1,406,322
Loss from operations before
other (income) expense 1,052,113 154,279 1,206,392
OTHER (INCOME) (396,893) - (396,893)
OTHER EXPENSE 605,020 6,460 611,480
NET LOSS $1,260,240 $160,739 $1,420,979
NET LOSS PER COMMON SHARE AND
COMMON SHARE EQUIVALENT $0.36 $0.07 $0.25
Weighted average common shares and
common share equivalents outstanding 3,508,799 2,238,688 5,747,487
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(See Independent Auditor's Report)
Actual Adjustments Pro Forma
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 17,279 185,801
TOTAL OPERATING EXPENSES 3,252,217 24,464 3,276,681
Loss from operations before
other (income) expense 2,203,623 24,464 2,228,087
OTHER (INCOME) - (14,137) (14,137)
OTHER EXPENSE 72,539 3,687 76,226
NET LOSS 2,276,162 14,014 $2,290,176
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
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 using the purchase method 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.
3) The fair value of the consideration given by the Company to the former
shareholders of Saf T Lok Corporation as described above equaled $526,539 for
the purposes of the purchase method based on the trading prices of the
Company's stock prior to the merger and other pertinent factors. The excess
of the consideration value over the net book value of Saf T Lok Corporation
before the merger was allocated to the patents capitalized cost thereby
increasing the patents by $195,600. The market value of other assets
approximated their fair market value. No excess of cost over the book value
of Saf T Lok Corporation was allocated to goodwill since the substance of the
transaction was primarily concerned with the acquisition of the Saf T Lok's
product and therefore the patents.
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