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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 30, 1998
MULTIMEDIA ACCESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-29020 75-2528700
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 488-7200
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ITEM 5. OTHER EVENTS
(a) The press release dated November 20, 1998, attached to
this report as Exhibit 99.1 is incorporated herein by reference.
(b) Pursuant to a request by The Nasdaq Stock Market, Inc.,
enclosed herein as Exhibit 99.2 is an October 31, 1998 Balance Sheet for the
Company.
(c) In November 1998, the Company entered into a Working
Capital Line of Credit facility for up to $9 million with one of its principal
shareholders, H. T. Ardinger, Jr. The one year, renewable facility, which
contains terms that are more favorable to the Company than its existing
facility, bears interest at 12% per annum and is secured by all assets of the
Company. The availability of funds under this facility is subject to certain
Borrowing Base limitations based principally on outstanding accounts receivable
and inventory.
(d) On September 24, 1998, the Company entered into a
strategic business alliance with Tadeo Holdings, Inc. ("THI") that included a
stock purchase agreement whereby the Company acquired 1,240,310 shares of THI
common stock in exchange for 1,000,000 shares of the Company's common stock. As
specified in the purchase agreement, the number of shares exchanged was
determined by dividing $2,000,000 by the average closing price per share of each
company's common stock for five trading days prior to September 24, 1998. The
shares issued by the Company and THI are not registered under the Securities Act
of 1933, as amended, and may not be sold, transferred or otherwise distributed
in the absence of such registration or an applicable exemption therefrom.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
99.1 Press Release dated November 20, 1998
99.2 Balance Sheet of MultiMedia Access
Corporation as of October 31, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MULTIMEDIA ACCESS CORPORATION
November 30, 1998 By: /s/ William S. Leftwich
--------------------------------
William S. Leftwich
Chief Financial Officer and
Assistant Secretary
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated November 20, 1998.
99.2 Balance Sheet of MultiMedia Access Corporation as of October 31, 1998.
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EXHIBIT 99.1
MULTIMEDIA ACCESS ADJUSTS
EXERCISE PRICE OF WARRANTS
Dallas, TX (November 20, 1998) -- MultiMedia Access Corporation (Nasdaq: MMAC),
today announced that the exercise price of its Redeemable Common Stock Purchase
Warrants ("Warrants") (Nasdaq: MMACW), issued in connection with the Company's
initial public offering on February 4, 1997, has been reduced from $4.50 per
share to $4.19 per share in accordance with certain provisions in the warrant
agreement. As a result of this adjustment, holders of the Warrants are now
entitled to purchase 1.074 shares of Common Stock per warrant held.
The expiration dates of these Warrants remains February 4, 2002.
ABOUT MULTIMEDIA ACCESS CORPORATION
MultiMedia Access Corporation manufactures and markets high-quality,
standards-based video communication solutions for businesses and professional
enterprises. MMAC's products and systems provide enhanced communication and
increased productivity for major corporations, educational institutions, and
healthcare, financial & government organizations. Osprey(R) video codecs and
peripherals, ViewCast(R) web-video systems and MMAC's VBX(TM) enterprise video
systems deliver popular video communication applications including Internet &
intranet video streaming, live broadcasting, video-based training, surveillance,
distance learning, telemedicine and videoconferencing. MMAC's products are
available from leading resellers, systems integrators, OEMs and application
developers worldwide.
Visit our website at http://www.mmac.com for more information.
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EXHIBIT 99.2
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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DECEMBER 31, OCTOBER 31,
ASSETS 1997 1998
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(UNAUDITED)
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Current assets:
Cash and cash equivalents $ 3,117,202 $ 375,477
Accounts receivable, less allowance for doubtful accounts of $65,000
at December 31, 1997 and $151,000 at October 31, 1998 (unaudited) 1,195,230 2,591,699
Inventory 1,762,186 2,827,010
Prepaid expenses 75,096 76,383
Deferred charges 191,287 418,312
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Total current assets 6,341,001 6,288,881
Property and equipment, net 877,440 1,389,188
Software development costs, net 203,858 399,356
Investment in equity securities
- 2,000,000
Deferred charges 752,125 167,719
Deposits 36,991 135,938
---------------- ----------------
Total assets $ 8,211,415 $ 10,381,082
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 759,319 $ 2,208,764
Accrued compensation 313,634 413,982
Deferred revenue 52,784 127,990
Other accrued liabilities 343,051 707,669
Short-term debt, officer 311,243 116,666
Short-term debt, other 13,120 3,036,228
---------------- ----------------
Total current liabilities 1,793,151 6,611,299
Long-term debt - convertible 5,000,000 1,360,000
Commitments
Stockholders' equity:
Convertible preferred stock, $.0001 par value: Authorized shares - 5,000,000
Issued and outstanding shares - none at December 31, 1997
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and 364,000 at October 31, 1998 (unaudited)
Common stock, $.0001 par value:
Authorized shares - 30,000,000
Issued and outstanding shares - 8,995,455 at December 31, 1997
and 10,757,004 at October 31, 1998 (unaudited) 900 1,176
Additional paid-in capital 19,628,703 27,152,054
Accumulated deficit (18,199,433) (24,731,577)
Treasury stock, 261,497 shares at December 31, 1997 and
October 31, 1998 (unaudited) (11,906) (11,906)
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Total stockholders' equity 1,418,264 2,409,783
---------------- ----------------
Total liabilities and stockholders' equity $ 8,211,415 $ 10,381,082
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Note: The balance sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements
