UNITED STATES
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): October 24, 1997
APPLIED CELLULAR TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Missouri
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(State or other jurisdiction of incorporation)
000-26020
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(Commission File Number)
43-1641533
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(IRS Employer Identification No.)
Highway 160 & CC, Suite 5, Nixa, Missouri 65714
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: 417-725-9888
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
On October 24, 1997, Applied Cellular Technology, Inc. (the "Company")
purchased 100% of the 34,417,242 issued and outstanding common and preferred
shares, $.01 par value, of Alacrity Systems, Inc. ("Alacrity") from 44 selling
shareholders, (the "Sellers"), in exchange for $5,200,000.00 in the form of
restricted shares of Applied Cellular Technology, Inc.'s common stock. The
Sellers received $5,200,000.00 worth of the Company's restricted shares of
common stock, or 622,755 common shares (the "ACT Shares"), valued at $8.35 per
share (the "Valuation Price"), upon the completion of closing and the exchange
of certain documents, which took place on October 31, 1997. The Agreement of
Sale provided that if on the effective date of the Registration Statement
registering the ACT Shares, the average closing price of the ACT Shares had
decreased by more than 5 percent from the Valuation Price, the Company would
issue additional shares to the Sellers. The effective date of the Registration
Statement registering the ACT Shares was December 8, 1997, and the closing price
of ACT's common stock on that date was $5 9/32. As a result, the Company is
required to issue, and is in the process of issuing, 312,630 additional shares
of its restricted common stock to the Sellers. The Agreement of Sale was
previously filed as Exhibit 99.1.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Change in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
Not applicable.
Item 6. Resignation of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Financial statements of Alacrity Systems, Inc. for the fiscal
years ended July 31, 1997 and 1996 have previously been filed as
Exhibit 99.2.
(b) Pro forma financial information.
Pro forma financial information is attached as Exhibit 99.3
hereto.
(c) Exhibits.
99.3. Pro forma Financial Information.
Item 8. Change in fiscal year.
Not applicable.
PAGE 2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
APPLIED CELLULAR TECHNOLOGY, INC.
(Registrant)
Date: January 6, 1997 /s/ David A. Loppert
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Vice President
PAGE 3
<TABLE>
APPLIED CELLULAR TECHNOLOGY, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
<CAPTION>
As Reported Pro forma
For the Nine For the Nine
Months Ended Pro Forma Adjustments Months Ended
September 30, ALACRITY September 30,
1997 SYSTEMS 1997
INC. (1)
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Net Operating Revenue $72,065,644 $2,697,491 $74,763,135
Cost of Goods Sold 47,339,170 755,552 48,094,722
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Gross Profit 24,726,474 1,941,939 26,668,413
Operating Expenses 20,245,539 1,199,413 21,444,952
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Operating Income 4,480,935 742,526 5,223,461
Interest Income 133,903 60,505 194,408
Interest Expense (739,662) (5,452) (745,114)
Minority Interest (454,146) 0 (454,146)
Provision for income tax (1,395,053) 121,000 (408,139) (2) (1,682,192)
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Net Income 2,025,977 918,579 (408,139) 2,536,417
Dividends 54,000 54,000
Net income applicable to
common shareholders $1,971,977 $918,579 ($408,139) $2,482,417
=================================================================
Net Income Per Common Share 0.21 0.23
Weighted Average Number Of
Common Shares Outstanding 9,619,372 10,997,481
</TABLE>
The Pro Forma Condensed Consolidated Statement of Operations gives effect
to the following pro forma adjustments:
(1) Represents the Statement of Operations of Alacrity Systems, Inc. for
the nine months ended September 30, 1997 that would have been consolidated with
the Company if the acquisition would have taken place on January 1, 1997.
(2) Represents the increase in the tax provision as reported at September
30, 1997, due to the pro forma increase in book income as a result of
consolidating the results of Alacrity Systems, Inc. for the nine months ended
September 30, 1997.
<PAGE>
<TABLE>
APPLIED CELLULAR TECHNOLOGY, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
As Reported Pro Forma Adjustments Pro Forma
----------------------------------
September 30, ALACRITY September 30,
1997 SYSTEMS, 1997
INC. (1)
<S> <C> <C> <C>
Current Assets $35,467,448 $2,559,905 $38,027,353
Land, Equipment And Leasehold Improvements 5,031,275 328,185 5,359,460
Goodwill 10,678,979 0 10,678,979
Purchased Computer Software 411,190 0 411,190
Other Assets 3,350,786 4,750 3,355,536
=============================================================================
Total Assets $54,939,678 $2,892,840 $0 57,832,518
=============================================================================
Current Liabilities $21,175,371 $340,120 $408,139 (2) $21,923,630
Capital Lease Obligation 219,875 0 219,875
Long term debt 2,067,877 0 2,067,877
Minority Interest 1,703,713 0 1,703,713
Redeemable Preferred Stock 900,000 0 900,000
Common Stock 16,282 291,802 (291,179) (3) 16,905
Preferred Stock 0 0 0
Additional Paid In Capital 26,575,493 8,832,933 (7,199,415) (4) 28,209,011
Retained Earnings 2,289,796 (6,572,015) 7,082,455 (5) 2,800,236
Foreign currency translation (8,729) (8,729)
=============================================================================
Total Liabilities and Stockholders' Equity $54,939,678 $2,892,840 $0 $57,832,518
=============================================================================
</TABLE>
The Pro Forma Condensed Consolidated Balance Sheet gives effect to the
following pro forma adjustments:
(1) Represents the Balance Sheet of Alacrity Systems, Inc. at September 30,
1997.
(2) Represents additional accrued income taxes as of September 30, 1997,
had the acquisition been effective as of January 1, 1997.
(3) Represents the total issuance of 622,755 shares of the Company's $.001
par value common stock for the acquisition, less the elimination of the total
common stock on the books of the acquired company.
(4) Represents the total issuance of the shares issued for the above
acquisition in the amount of $1,299,377, less the elimination of the total
additional paid in capital on the books of the acquired company, less the excess
of book value over cost to eliminate the recognition of negative goodwill.
(5) Represents the elimination of the total retained earnings on the books
of the acquired company, net of the adjusted net income of the acquired company
for the nine months ended September 30, 1997.
