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Previous: SINCLAIR BROADCAST GROUP INC, PRE 14A, 1996-05-17 |
Next: BOYDS WHEELS INC, SB-2, 1996-05-17 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) MARCH 5, 1996
PHOTONICS CORPORATION
(Exact name of registrant as specified in charter)
CALIFORNIA 0-22514 77-0102343
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1515 CENTRE POINTE DRIVE, MILPITAS, CALIFORNIA 95035-8010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 955-7930
NOT APPLICABLE.
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 5, 1996 (the "Closing Date"), the Registrant acquired all of
the assets and assumed certain of the liabilities of DTC Data Technology
Corporation, a Delaware corporation ("DTC")(the "Acquisition"), pursuant to an
Asset Purchase Agreement dated August 31, 1995 and amended September 29, 1995
and December 15, 1995 between the Registrant and DTC.
For additional disclosure as required by Item 2, see Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The consolidated Financial Statements for DTC as of February 28, 1994
and 1995 and for each of the three years in the period ended February 28, 1995
are included on pages F-1 through F-19 of Exhibit 99.1 and unaudited financial
statements for the nine months ended November 30, 1995 are included in Exhibit
99.2. A manually signed report of DTC's independent accountants relating to the
consolidated Financial Statements for DTC as of February 28, 1994 and 1995 and
for each of the three years in the period ended February 28, 1995 are included
in Exhibit 99.3.
(b) Pro Forma Financial Information.
Pro forma financial statements giving effect to the Acquisition for the
year ended February 28, 1995 and the six months ended August 31, 1995 are
included on pages 39 through 44 of Exhibit 99.1. Pro forma financial statements
giving effect to the Acquisition for the year ended December 31, 1995 and for
the year ended February 29, 1996 are included in Exhibit 99.4.
(c) Exhibits.
2.1* Photonics Corporation/DTC Data Technology Corporation
Asset Purchase Agreement dated as of August 31, 1995
and as amended September 29, 1995 and December 15, 1995
by and between Photonics Corporation, a California
corporation and DTC Data Technology Corporation, a
Delaware corporation (See Appendix A of Exhibit 99.1).
24.1* Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
99.1* Joint Proxy Statement/Prospectus furnished to the
shareholders of the Registrant and DTC Data Technology
Corporation dated January 8, 1996.
-2-
<PAGE> 3
99.2* Quarterly Report on Form 10-Q of DTC Data Technology
Corporation for the fiscal quarter ended November 30,
1995
99.3* Report of Independent Accountants, Coopers & Lybrand
L.L.P. on the financial statements for DTC Data
Technology Corporation as of February 28, 1994 and 1995
and for each of the three years in the period ended
February 28, 1995 included in the Joint Proxy
Statement/Prospectus furnished to the shareholders of
the Registrant and DTC Data Technology Corporation
dated January 8, 1996.
99.4** Pro forma condensed combined balance sheet as at
December 31, 1995 and February 29, 1996, and pro forma
condensed combined statement of income for the year
ended December 31, 1995 and for the year ended February
29, 1996.
- -------------------------
* Incorporated by reference to the identically numbered exhibit to
Registrant's Current Report on Form 8-K filed March 19, 1996.
** Filed herewith.
SIGNATURES
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.
PHOTONICS CORPORATION
(Registrant)
Date: May 17, 1996 By: /s/ W. Morris Chubb
-------------------------------
W. Morris Chubb,
Chief Financial Officer
-3-
<PAGE> 1
EXHIBIT 99.4
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET
(amounts in thousands)
<TABLE>
<CAPTION>
ASSETS PHOTOTONICS DTC Proforma PROFORMA
Dec. 31, 1995 Feb., 29, 1996 Adjustments COMBINED
<S> <C> <C> <C> <C>
Current assets
Cash and cash equivalents $ 382 $ 31 $ - $ 413
Short term investments 1,012 - - 1,012
Accounts receivable, net - 1,642 - 1,642
Inventories 184 775 - 959
Other current assets 110 155 - 265
------- ------- -------- --------
Total current assets 1,688 2,603 - 4,291
Property and equipment, net 206 45 - 251
Other assets - 14 - 14
------- ------- -------- --------
$ 1,894 $ 2,662 $ - $ 4,556
======= ======= ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)
Current liabilities
Current portion of long-term liabilties $ - $ 155 $ (155) $ -
Accounts Payable 85 2,577 - 2,662
Accrued liabilities 288 2,055 - 2,343
------- ------- -------- --------
Total current liabilities 373 4,787 (155) 5,005
L/T LIABILITIES - 1,573 (1,573) -
DEFERRED FOREIGN TAXES - 1,800 - 1,800
------- ------- -------- --------
373 8,160 (1,728) 6,805
------- ------- -------- --------
Minority interest in subsidiary - 125 - 125
------- ------- -------- --------
Stockholders equity (deficiency):
Common stock 23,213 18 19,245 42,476
Paid in capital, net - 40,937 (39,209) 1,728
Accumulated deficit (21,692) (46,727) 21,692 (46,727)
Cumulative translation adjustment - 149 - 149
-------- -------- -------- --------
Total stockholders' equity (deficiency) 1,521 (5,623) 1,728 (2,374)
-------- -------- -------- --------
$ 1,894 $ 2,662 $ - $ 4,556
======== ======== ======== ========
</TABLE>
<PAGE> 2
UNAUDITED PROFORMA CONDENSEDCOMBINED STATEMENT OF INCOME
For the Twleve Months Ended
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
PHOTOTONICS DTC PROFORMA
Dec. 31, 1995 Feb., 29, 1996 COMBINED
<S> <C> <C> <C>
Net revenue $ 377 $11,578 $11,955
Cost of goods sold 653 10,610 11,263
------- ------- -------
Gross profit (276) 968 692
------- ------- -------
Operating Expenses
Marketing and sales 1,289 1,560 2,849
General and administrative 975 1,512 2,487
Research and development 1,254 835 2,089
------- ------- -------
Total Operating Expenses 3,518 3,907 7,425
------- ------- -------
Operating income (loss) (3,794) (2,939) (6,733)
Interest and other income, net (64) (812) (876)
------- ------- -------
Income (loss) before income taxes (3,730) (2,127) (5,857)
Provision for income taxes 1 1
======= ======= =======
Net income (loss) $(3,730) $(2,128) $(5,858)
======= ======= =======
Net income (loss) per share $ (0.84) $ (0.12) $ (1.69)
======= ======= =======
Shares used in per share computation 4,440 17,404 3,461
======= ======= =======
</TABLE>
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