<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No.1
to
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 1995
-----------------
GILMAN & CIOCIA, INC.
----------------------------------------------
(Name of small business issuer in its charter)
Delaware 000-22996 11-2587324
- ---------------------- ---------- ---------------
(State or jurisdiction Commission (I.R.S.Employer
of incorporation or file Identification
organization) number No.)
475 Northern Boulevard, Great Neck, NY 11021
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(516) 482-4860
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
<PAGE> 2
ITEM 2. Reduction of Shares
Pursuant to a letter from Gilman & Ciocia, Inc. (the "Company") to
Steven Gilbert ("Gilbert") dated April 26, 1995, the number of shares
constituting the purchase price provided for in the Stock Purchase Agreement
dated February 10, 1995 between the Company and Gilbert with respect to the
Company's purchase of all the capital stock of Gilbert Financial Services, Inc.
(previously filed as Exhibit 99.1 of the 8-K) was reduced by 9,143 shares of
common stock from 212,571 shares of common stock to 203,428 shares of common
stock.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The following financial statements are included herein:
Revised Pro Forma Statement of Income for the year ended
September 30, 1994
(b) Revised Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 1994
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
99.5 Letter of Amendment
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No.1 to the report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: May 6, 1996
GILMAN & CIOCIA, INC.
By:/s/ Ralph V. Esposito
--------------------------
Ralph V. Esposito
Chief Financial Officer
(Authorized Signatory)
<PAGE> 4
GILMAN & CIOCIA, INC. AND SUBSIDIARIES AND GILBERT FINANCIAL SERVICES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (*)
(Unaudited)
<TABLE>
<CAPTION>
Gilman Gilbert Pro Forma Pro Forma
Sept. 30, 1994 Sept. 30, 1994 Adjustments Consolidation
-------------- -------------- ----------- -------------
(Historical) (Historical)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash $ 331,831 $ 48,109 $ - $ 379,940
Accounts receivable, net of
allowances for doubtful
accounts 204,746 47,944 - 252,690
Accrued interest and
other receivables 290,017 - - 290,017
Accounts and notes receivable 4,344 - - 4,344
Prepaid expenses and
assets 166,356 5,781 - 172,137
---------- -------- ---- ----------
Total current assets 997,294 101,834 - 1,099,128
---------- -------- ---- ----------
Property and equipment - net 484,093 32,086 - 516,179
---------- -------- ---- ----------
Other assets:
Notes receivable 26,003 - - 26,003
Deferred registration costs 212,056 - - 212,056
Intangible assets, net 46,375 - - 46,375
Security deposits 86,383 - - 86,383
Cash surrender value -
officers' life insurance 117,194 - - 117,194
---------- -------- ---- ----------
Total other assets 488,011 - - 488,011
---------- -------- ---- ----------
$1,969,398 $133,920 $ - $2,103,318
========== ======== ===== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 11,966 $ 377 $ - $ 12,343
Note payable - bank 166,667 - - 166,667
Accrued payroll and
payroll taxes 65,777 - - 65,777
Income taxes payable 123,468 - - 123,468
Accrued expenses and other
current liabilities 102,762 11,190 - 113,952
---------- -------- --------- ----------
Total current liabilities 470,640 11,567 - 482,207
---------- -------- --------- ----------
Long-term debt:
Note payable bank 291,666 - - 291,666
---------- -------- --------- ----------
Stockholders' equity:
Common stock 39,110 1,000 - 40,110
Paid-in capital - common stock 1,163,268 8,511 112,842 (2) 1,284,621
Paid-in capital -
warrants and options 226,080 - - 226,080
Retained earnings 363,525 112,842 (112,842)(2) 363,525
---------- -------- --------- ----------
1,791,983 122,353 - 1,914,336
Less: Stock subscriptions
receivables (584,891) - - (584,891)
---------- -------- --------- ----------
Total stockholders'
equity 1,207,092 122,353 - 1,329,445
---------- -------- --------- ----------
$1,969,398 $133,920 $ - $2,103,318
========== ======== ========= ==========
</TABLE>
* The pro forma consolidating financial information does not purport to be
indicative of the balance sheets and statement of operations if the
acquisition had been consummated on the dates indicated.
See notes to pro forma condensed consolidated financial statements.
<PAGE> 5
GILMAN & CIOCIA, INC. AND SUBSIDIARIES AND GILBERT FINANCIAL SERVICES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (*)
(Unaudited)
<TABLE>
<CAPTION>
Gilman Gilbert
------ -------
For the Year Ended
------------------------------- Pro Forma Pro Forma
June 30, 1994 June 30, 1994 Adjustments Consolidation
------------- ------------- ----------- -------------
(Historical) (Historical)
<S> <C> <C> <C>
Net revenues $ 6,555,625 $970,046 $ 7,525,671
----------- -------- -----------
Operating expenses:
Salaries and commissions 2,833,875 230,868 3,064,743
Advertising 1,291,132 10,763 1,301,895
Rent 648,016 35,524 683,540
Depreciation and amortization 158,669 16,030 174,699
General and administrative
expenses 1,335,522 278,113 1,613,635
----------- -------- -----------
Total operating expenses 6,267,214 571,298 6,838,512
----------- -------- -----------
Income from operations 288,411 398,748 687,159
----------- -------- -----------
Other income (expenses):
Loss reimbursement for
certain locations 17,600 - 17,600
Interest income 71,214 759 71,973
Interest expense (87,240) - (87,240)
Rental income 8,781 - 8,781
Amortization of deferred
financing costs (221,300) - (221,300)
Gain on disposal of
property and equipment 16,745 - 16,745
Other income 31,443 - 31,443
----------- -------- -----------
Total other income
(expenses) - net (162,757) 759 (161,998)
----------- -------- -----------
Income before provision for
income taxes - historical 125,654 399,507 525,161
Provision for income taxes -
historical 395,037 - 395,037
----------- -------- -----------
Net income (loss) historical (269,383) 399,507 130,124
Pro forma income taxes
(credit) - unaudited (345,714)(1) 147,818 (197,896)
----------- -------- -----------
Net income - unaudited -
pro forma $ 76,331 $251,689 $ 328,020
=========== ======== ===========
Earnings Per Share:
Net income per common share -
pro forma - unaudited $ .02 $ .06 $ .08
=========== ======== ===========
Weighted average number of
shares outstanding 3,881,057 - 4,084,485
=========== ======== ===========
</TABLE>
* The pro forma consolidating financial information does not purport to be
indicative of the balance sheets and statement of operations if the
acquisition had been consummated on the dates indicated.
See notes to pro forma condensed consolidated financial statements.
<PAGE> 6
GILMAN & CIOCIA, INC.
NOTES TO PRO FORMA CONSOLIDATING FINANCIAL STATEMENTS
(Unaudited)
Introduction
The pro forma consolidating financial statements reflects the
acquisition by Gilman & Ciocia, Inc. (Gilman) of Gilbert Financial Services,
Inc. (Gilbert). Gilman's year end is June 30, 1994 and Gilbert's year end is
September 30, 1994. The pro forma financial statements will consist of a
combining balance sheet of (i) Gilman at June 30, 1994 and Gilbert at September
30, 1994, and (ii) Gilman and Gilbert at September 30, 1994, respectively with
certain pro forma adjustments. The statement of operations will be presented for
a two year period consisting of Gilman for the years ended June 30, 1994 and
1993 and Gilbert for the years ended September 30, 1994 and 1993, and Gilman and
Gilbert for the year ended June 30, 1994, respectively with certain pro forma
adjustments.
Gilman will be exchanging 203,428 shares of its common stock in
exchange for Gilbert's 1,000 shares of common stock which represents all of the
outstanding shares of Gilbert. For accounting purposes, the acquisition will be
accounted for as a pooling of interests.
The pro forma information does not purport to be indicative of the
consolidating balance sheets and the consolidating statements of operations
which would have actually been obtained if the acquisition transaction had been
consummated on the dates indicated. In addition, the pro forma financial
statements do not purport to be indicative of the balance sheets or results of
operations which may be obtained in the future.
The pro forma financial information has been prepared by the Company
and all calculations and estimates have been made by the Company based upon
adjustments deemed appropriate by the Company. Certain of these adjustments are
set forth under the section "Explanation of Pro Forma Adjustments".
The pro forma financial information should be read in conjunction with
the historical financial statements of Gilman and Gilbert, including the notes
of the financial statements. Gilman's historical financial information is
contained in a filing of the Form 10-K dated June 30, 1994. Gilbert's historical
financial information is included in this Form 8-K.
Explanation of Pro Forma Adjustments
1. To record the effect of the termination of Gilbert's and Gilman's "S"
corporation status and to reflect the application of corporate income
taxes to net income at a rate representing the statutory rate in effect
for each period.
2. To reclassify the retained earnings to additional paid-in capital in
connection with the termination of Gilbert's election as a subchapter
"S" corporation.
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
99.5 Letter of Amendment
<PAGE> 1
GILMAN & CIOCIA, INC.
475 Northern Boulevard
Great Neck, NY 11021
April 26, 1995
Mr. Steven Gilbert
12608 Clendenning Drive
Tampa, FL 33624
Re: Stock Purchase Agreement dated February 10, 1995 between
Gilman & Ciocia, Inc. and Steven Gilbert
Dear Steve:
We understand that your net obligations to us (apart from adjustments
under Section 3 of the captioned Agreement (the "Agreement")) as of the date of
the Agreement totalled $32,000 and that as a result the purchase price for the
shares of Gilbert Financial Services Inc. (the "Company") shall be reduced in
the amount of $32,000, or 9,143 shares of the common stock (the "Common Stock")
of Gilman & Ciocia, Inc. ("G&C"), at $3.50 per share of Common Stock. As such,
you will agree to accept as the total purchase price under the Agreement
203,428 shares of Common Stock (the "Shares"), which is 9,143 shares less than
is provided for in the Agreement ($32,000/$3.50 per share = 9,143).
In addition, we understand that, pursuant to Section 3 under the
Agreement, you will reimburse to the G&C $21,000 on or before July 1, 1995, for
expenses paid by G&C on behalf of the Company during November 1994. G&C agrees
that such payment will constitute the total adjustment under said Section 3.
This letter confirms that no other currently outstanding monetary
obligations exist between any of the parties hereto to the best of each party's
knowledge, except for those obligations contained in the employment agreement
between you and G&C; provided, however, this letter shall not affect in any way
the rights of any party under Section 10 of the Agreement.
Furthermore, we understand that you are assigning the Shares to The
Gilbert Family Limited Partnership (the "Limited Partnership"), a limited
partnership organized under the laws of Florida. To effect such transfer, the
Limited Partnership hereby represents, warrants and covenants regarding the
Shares as follows:
(a) The Limited Partnership is acquiring the Shares for
investment only and not with a view to its resale or distribution.
The Limited Partnership is not acquiring the
<PAGE> 2
Shares as a result of any advertisement, public meeting or other public
offering.
(b) The Limited Partnership understands that the Shares are not
registered under the Securities Act of 1933, as amended (the "Act"), and must
be held by it indefinitely unless they are subsequently registered under the
Act or an exemption from such registration is available. The Limited
Partnership understand that the resale of such Shares will be restricted so
that such resale may be made only in accordance with the appropriate exemptions
(including holding such Shares for periods of time specified in Rule 144
promulgated under the Act and compliance with the other provisions thereof, if
such exemption is available), or registration under the Act.
(c) The Limited Partnership is aware of the risks of an investment in
restricted securities, and the Limited Partnership has no need for any income
from its investment in the Shares and can afford to lose its entire investment.
The Limited Partnership is aware that the Company has made no representation as
to the value of the Shares now or in the future. The Limited Partnership, or
legal and financial advisors available to it, has such knowledge and experience
in financial and business matters so that the Limited Partnership is capable of
assessing the merits and risks of acquiring the Shares.
(d) The Limited Partnership has reviewed the Prospectus of the Company
dated as of September 9, 1994, the Company's Annual Report on Form 10-KSB for
its fiscal year ended June 30, 1994, and the Company's Quarterly Reports on
Form 10-QSB for its fiscal quarters ended September 30, and December 31, 1994,
including the financial statements of the Company contained therein, and the
Limited Partnership has had an opportunity to ask questions of and receive
answers from management of the Company and to obtain any additional information
that the Company possesses or can acquire without unreasonable effort or
expense relating to the Company's business, financial condition and results of
operations, although neither the Company nor any person or entity on its behalf
has made any representation or warranty except as expressly contained herein.
The Limited Partnership has reviewed each of the RISK FACTORS set forth in the
Prospectus and understands each of them.
(e) The Limited Partnership understands that all certificates
evidencing the Shares will bear a legend substantially in the following form;
The securities represented by this certificate have not been registered
under the Securities Act
<PAGE> 3
of 1933, as amended, or under any state securities laws. These
securities may not be sold, transferred, pledged or hypothecated in the
absence of an effective registration statement for the securities under
said Act or an opinion of counsel and other assurances satisfactory to
the Company prior to the transaction that registration under said Act is
not required.
(f) The Limited Partnership has consulted with tax and legal counsel
selected by the Limited Partnership in connection with the assignment, and with
financial advisors, who have reviewed the merits of an investment in the Shares
hereunder. The Limited Partnership, together with such persons, has sufficient
knowledge and experience in business and financial matters to evaluate the
merits and the risks of an investment in the Shares, and the Limited
Partnership is fully aware of the risks involved and has determined that an
investment in the Shares is consistent with its investment objectives. The
Limited Partnership is relying solely on its own tax advisors with respect to
the tax factors relating to an investment in the Shares.
(g) Prior to the registration of the Shares, if the Limited
Partnership, or any subsequent holder, desires to transfer any of the Shares,
such holder must give to the Company prior written notice of such proposed
transfer including the name and address of the proposed transferee. Such
transfer may be made only either (i) upon publication by the Securities and
Exchange Commission (the "Commission") of a ruling, interpretation, opinion or
"no action letter" based upon facts presented to said Commission, or (ii) upon
receipt by the Company of an opinion of counsel to the Company, in either case
to the effect that the proposed transfer will not violate the provisions of the
Act, the Securities Exchange Act of 1934, as amended, or the rules and
regulations promulgated under either such act.
(h) Prior to any such proposed transfer, and as a condition thereto,
such holder, or any subsequent holder, will, if requested by the Company,
deliver to the Company (i) an investment letter setting forth investment
representations of the proposed transferee and such proposed transferee's
covenant to comply with the transfer provisions as set forth in this letter,
signed by the proposed transferee, and (ii) an agreement by the transferee to
indemnify the Company to the same extent as set forth in the following
paragraph (i) hereof.
(i) The Limited Partnership acknowledges that it understands the
meaning and legal consequences of the representations and warranties contained
herein and hereby
<PAGE> 4
agrees to indemnify and hold harmless the Company and its officers, directors,
agents and representatives and each of their heirs, legal representatives,
successors and assigns from and against any and all loss, damage or liability
(including reasonable attorneys' fees and costs incurred in enforcing this
indemnity provision) due to or arising out of (i) any transfer of any of the
Shares in violation of the Act, the Securities Exchange Act of 1934, as
amended, or the rules and regulations promulgated under either of such acts,
(ii) any transfer of any of the Shares not in accordance herewith or (iii) any
untrue statement or omission to state any material fact in connection with the
investment representations or with respect to the facts and representations
supplied by such holder to counsel to the Company upon which its opinion as to
a proposed transfer shall have been based.
(j) The Company may place a stop order with its transfer agent and
registrar, if any, with respect to any of the Shares or any certificates into
which such Shares are exchanged, except to the extent such security is covered
by an effective registration statement under the Act.
Very truly yours
GILMAN & CIOCIA, INC.
By: /s/ Ralph V. Esposito
--------------------------
Name:
Title:
Agreed and Confirmed:
THE GILBERT FAMILY LIMITED
PARTNERSHIP
/s/ Steven Gilbert /s/ Steven Gilbert
- ---------------------------- ----------------------------
STEVEN GILBERT Name:
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-END> SEP-30-1994
<CASH> 379,940
<SECURITIES> 0
<RECEIVABLES> 252,690
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,099,128
<PP&E> 516,179
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,103,318
<CURRENT-LIABILITIES> 482,207
<BONDS> 0
0
0
<COMMON> 40,110
<OTHER-SE> 1,289,335
<TOTAL-LIABILITY-AND-EQUITY> 2,103,318
<SALES> 7,525,671
<TOTAL-REVENUES> 7,525,671
<CGS> 0
<TOTAL-COSTS> 6,838,512
<OTHER-EXPENSES> 221,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 87,240
<INCOME-PRETAX> 525,161
<INCOME-TAX> 395,037
<INCOME-CONTINUING> 130,124
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 130,124
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
