FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 6, 1997
MICRO-INTEGRATION CORP.
(Exact name of registrant as specified in its charter)
Deleware 0-23710 06-120-4847
(State or other (Commission (IRS Employer
jurisdiction of File Number) Id. No.)
incorporation)
One Science Park, Frostburg, MD 21532
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 689-0800
Item 5. Other Events.
See attached Press Releases of Micro-Integration Corp., dated February 5, 1997,
which are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated February 5, 1997 of Micro-Integration Corp.
99.2 Press Release dated February 5, 1997 of Micro-Integration Corp.
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SIGNATURE
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.
MICRO-INTEGRATION CORP.
Dated: February 6, 1997 By /s/ John A. Parsons
--------------------------
John A. Parsons
President
Exhibit 99.1
News Release
Contact: Douglas Poretz
The Poretz Group.
1-703-506-1778
John Parsons
Micro-Integration Corp.
1-800-600-6448 Ext. 820
Micro-Integration Dismisses CFO, Accounting Errors Discovered,
Will Restate Prior Quarter Earnings
FROSTBURG, MD -- February 6, 1997 -- Micro-Integration Corp. (MI) (NASDAQ: MINT)
today announced that is has forced its Chief Financial Officer (CFO) to resign
and has discovered inappropriate accounting procedures and financial controls
that will require the Company to restate the quarters ended June 30, 1996, and
September 30, 1996.
The Company also said that the lack of appropriate financial controls and
inaccurate information contributed to a loss for the quarter ended December 31,
1996. Chairman and CEO John Parsons said that results for the December quarter,
the third quarter of the Company's 1997 fiscal year, will be issued next week,
at which time the Company will also schedule a conference call for investors.
Parsons said he expects that the Company will report a loss of approximately
$0.10 per share for the quarter.
Parsons expects that the quarter ended June 30, 1996 will be restated to a loss
of $0.07 per share compared to a previously reported profit of $0.02 per share.
He also expects the quarter ended September 30, 1996, will be restated to a loss
of $0.17 per share, compared to a previously reported loss of $0.08 per share.
"This is especially disconcerting given that our growth strategy appears to be
working," Parsons said. He said that revenues for the quarter ended December 30,
1996, will show "a substantial gain, of about 40%" compared to the same quarter
last year, and "about 60%" over the prior quarter. He also said that January
1997 sales reached approximately $1.3 million, the strongest sales month in the
Company's history. "We now have the revenue growth momentum we have been
seeking. Our acquisitions are being integrated well, and all the reasons for our
recently reinvigorated optimism are being masked by accounting errors related to
items such as schedules for depreciation and amortization, booking of pre-paid
expenses, and bad debt."
Parsons said that upon discovering discrepancies, the CFO was forced to resign,
the Company's former CFO was called upon to review the accounting process, and
the auditors and legal counsel were asked to make independent assessments of the
matters.
Except for historical information, the matters discussed in this news release
are forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ materially from
those projected including the timely development and acceptance of new products
and price competition. The Company assumes no obligation to update the
information in this release.
Micro-Integration Corp. offers systems integration, consultation, and
Internet/Intranet services to organizations that want to use information
technology as a strategic business tool. MI specializes in providing
high-quality products and services that help customers take advantage of
distributed computing and downsizing applications from IBM host-based systems to
client-server and PC-based systems.
Exhibit 99.2
News Release
Contact: Douglas Poretz
The Poretz Group.
1-703-506-1778
John Parsons
Micro-Integration Corp.
1-800-600-6448 Ext. 820
Micro-Integration Will Restate Prior Quarter Earnings
FROSTBURG, MD -- February 6, 1997 -- Micro-Integration Corp. (MI) (NASDAQ: MINT)
today announced that is has discovered errors in certain of its previously
published unaudited quarterly financial statements that will require the Company
to restate its financial results for the quarters ended June 30, 1996, and
September 30, 1996.
Chairman and CEO John Parsons said that results for the December quarter, the
third quarter of the Company's 1997 fiscal year, will be issued next week, at
which time the Company will also schedule a conference call for investors.
Parsons said he expects that the Company will report a loss of approximately
$0.10 per share for the quarter. Parsons further said that he believes that with
accurate financial information the Company's expense reduction program could
have reduced the loss for the quarter ended December 31.
Parsons said that the quarter ended June 30, 1996 will be restated to reflect a
loss of $0.07 per share compared to a previously reported profit of $0.02 per
share. He also said the quarter ended September 30, 1996, will be restated to
reflect a loss of $0.17 per share, compared to a previously reported loss of
$0.08 per share.
"This need to restate quarterly results is especially disconcerting given that
our strategy to increase revenues appears to be working," Parsons said. He said
that revenues for the quarter ended December 31, 1996, will show "a substantial
gain of about 40%" compared to the same quarter last year, and "about 60%" over
the prior quarter. He also said that January 1997 sales reached approximately
$1.3 million, the strongest sales month in the Company's history. "Much of this
revenue growth is the result of the careful and successful integration of our
recent acquisitions. It is unfortunate that these positive signs are being
tempered by accounting errors related to items such as the previously announced
closure of our Belgian subsidiary, schedules for depreciation and amortization,
booking of pre-paid expenses, and bad debt."
Parsons said that upon the initial discovery of accounting discrepancies, the
Company's CFO, Christopher J. Burgess, was asked to resign; the Company's former
CFO, Kenneth R. Tressler, was called upon to review the accounting process; and
the auditors and legal counsel were asked to make independent assessments of the
matters.
Except for historical information, the matters discussed in this news release
are forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ materially from
those projected including the timely development and acceptance of new products
and price competition. The Company assumes no obligation to update the
information in this release.
Micro-Integration Corp. offers systems integration, consultation, and
Internet/Intranet services to organizations that want to use information
technology as a strategic business tool. MI specializes in providing
high-quality products and services that help customers take advantage of
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distributed computing and downsizing applications from IBM host-based systems to
client-server and PC-based systems.
