<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRI AUTOMATION, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 0-24934 04-2495703
- --------------------------------------------------------------------------------
(IRS EMPLOYER
(STATE OR OTHER (COMMISSION FILE NUMBER) IDENTIFICATION NO.)
JURISDICTION
OF INCORPORATION)
805 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS 01821-3986
- --------------------------------------------------------------------------------
(ZIP
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) CODE)
(978) 670-4270
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE _____________________________
NOT APPLICABLE
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
----------------
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
November 10, 1997, as set forth in the pages attached hereto:
1
<PAGE>
ITEM 5. OTHER EVENTS.
Item 5 is hereby amended to add the following paragraph immediately prior to
the final paragraph of Item 5:
PRI has scheduled a Special Meeting of Stockholders (the "Special Meeting")
to take place on January 16, 1998 to, among other things, vote upon a proposal
to approve the issuance of shares of PRI Common Stock in connection with the
Merger and the Related Acquisitions. PRI expects that, on or before December
19, 1997, it will mail to its stockholders a notice of the Special Meeting and
a proxy statement relating to the Special Meeting. PRI expects that the Merger
and the Related Acquisitions will be consummated in January 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. The following combined
financial statements of Equipe Technologies, Inc., E-Machine, Inc. and Equipe
Japan Corporation (the "Equipe Combined Companies") are filed herewith:
(1) Report of Ernst & Young LLP, independent auditors
(2) Report of Mohler, Nixon & Williams, independent auditors
(3) Combined Balance Sheets as of December 31, 1995 and 1996 and
September 30, 1997 (unaudited)
(4) Combined Statements of Income for the years ended December 31, 1994,
1995 and 1996 and the nine months ended September 30, 1996 and
1997 (unaudited)
(5) Combined Statements of Shareholders' Equity for the years ended
December 31, 1994, 1995 and 1996 and the nine months ended
September 30, 1997 (unaudited)
(6) Combined Statements of Cash Flows for the years ended December 31,
1994, 1995 and 1996 and the nine months ended September 30, 1996
and 1997 (unaudited)
(7) Notes to Financial Statements
(b) Pro Forma Combined Financial Statements. The following pro forma
combined financial statements of PRI Automation, Inc. and the Equipe Combined
Companies are filed herewith:
(1) Introduction to Unaudited Pro Forma Combined Financial Statements
(2) Unaudited Pro Forma Combined Balance Sheet at June 29, 1997
(3) Unaudited Pro Forma Combined Statement of Operations for the nine
months ended June 29, 1997
(4) Unaudited Pro Forma Combined Statement of Operations for the nine
months ended June 30, 1996
(5) Unaudited Pro Forma Combined Statement of Operations for the year
ended September 30, 1996
(6) Unaudited Pro Forma Combined Statement of Operations for the year
ended September 30, 1995
(7) Unaudited Pro Forma Combined Statement of Operations for the year
ended September 30, 1994
(8) Notes to Unaudited Pro Forma Combined Financial Statements
(c) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*10.18 Press Release dated October 27, 1997, entitled "PRI Automation to
Acquire Equipe Technologies, Inc."
*10.19 Agreement and Plan of Reorganization, dated as of October 25, 1997,
among PRI Automation, Inc., E-Acquisition Corp., Equipe Technologies,
Inc. and Certain Stockholders of Equipe Technologies, Inc.
*10.20 Stock Purchase Agreement, dated as of October 25, 1997, among PRI
Automation, Inc. and the Shareholders of E-Machine, Inc.
*10.21 Stock Purchase Agreement, dated as of October 25, 1997, among PRI
Automation, Inc. and the Shareholders of Equipe Japan Corporation
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Mohler, Nixon & Williams, independent auditors
</TABLE>
- --------
* Previously filed.
2
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Equipe Combined Companies
We have audited the accompanying combined balance sheet of the Equipe
Combined Companies as of December 31, 1996, and the related combined
statements of income, shareholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Companies'
managements. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the 1996 combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
the Equipe Combined Companies at December 31, 1996 and the combined results of
their operations and their cash flows for the year then ended in conformity
with generally accepted accounting principles.
/s/ Ernst & Young LLP
San Jose, California
November 19, 1997
3
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
and Shareholders of
Equipe Combined Companies
We have audited the combined balance sheet of the Equipe Combined Companies
as of December 31, 1995 and the related combined statements of income,
shareholders' equity and cash flows for the two years in the period ended
December 31, 1995. These combined financial statements are the responsibility
of the Companies' management. Our responsibility is to express an opinion on
these combined financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the combined financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall combined financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Equipe
Combined Companies as of December 31, 1995 and the combined results of their
operations, shareholders' equity and cash flows for the two years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.
/s/ Mohler, Nixon & Williams
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
November 7, 1997
4
<PAGE>
EQUIPE COMBINED COMPANIES
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
------------- SEPTEMBER 30,
1995 1996 1997
------ ------ -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash............................................. $ 17 $ 182 $ 276
Accounts receivable, net of allowance for
doubtful accounts of $90 in 1995, $200 in 1996,
and $800 at September 30, 1997.................. 5,543 4,620 9,505
Inventories...................................... 2,572 2,067 4,243
Other current assets............................. 26 31 96
------ ------ -------
Total current assets............................... 8,158 6,900 14,120
Property and equipment, net........................ 327 813 1,397
Other assets..................................... -- 44 49
------ ------ -------
Total assets....................................... $8,485 $7,757 $15,566
====== ====== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit................................... $ 365 $ -- $ 1,769
Accounts payable................................. 1,408 949 3,298
Accrued expenses................................. 400 580 1,940
Accrued distributions to shareholders............ 4,800 3,061 --
Current portion of capital lease obligations..... 45 82 170
------ ------ -------
Total current liabilities.......................... 7,018 4,672 7,177
Convertible debt................................... 70 -- --
Long-term portion of capital lease obligation...... 80 78 204
Shareholders' equity:
Preferred stock.................................. -- -- --
Common stock..................................... 150 686 686
Retained earnings................................ 1,167 2,321 7,499
------ ------ -------
Total shareholders' equity......................... 1,317 3,007 8,185
------ ------ -------
Total liabilities and shareholders' equity......... $8,485 $7,757 $15,566
====== ====== =======
</TABLE>
See accompanying notes.
5
<PAGE>
EQUIPE COMBINED COMPANIES
COMBINED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED DECEMBER ENDED
31, SEPTEMBER 30,
----------------------- ---------------
1994 1995 1996 1996 1997
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net revenues.......................... $11,186 $28,590 $35,066 $28,165 $36,818
Cost of revenues...................... 6,927 13,482 16,482 13,174 19,084
------- ------- ------- ------- -------
Gross profit........................ 4,259 15,108 18,584 14,991 17,734
Operating expenses:
Research and development............ 1,768 1,558 2,399 1,688 3,868
Selling, general, and
administrative..................... 2,043 2,120 3,651 2,682 5,847
------- ------- ------- ------- -------
Operating income...................... 448 11,430 12,534 10,621 8,019
Interest income....................... -- -- -- -- 4
Interest expense...................... 14 20 50 38 20
------- ------- ------- ------- -------
Income before provision for income
taxes................................ 434 11,410 12,484 10,583 8,003
Provision for income taxes............ 197 180 200 115 101
------- ------- ------- ------- -------
Net income............................ $ 237 $11,230 $12,284 $10,468 $ 7,902
======= ======= ======= ======= =======
Pro forma primary net income per
share................................ $ 0.05 $ 2.22 $ 2.16 $ 1.85 $ 1.36
======= ======= ======= ======= =======
Shares used in computing pro forma
primary net income per share......... 5,010 5,067 5,694 5,650 5,820
======= ======= ======= ======= =======
Pro forma fully diluted net income per
share................................ $ 0.04 $ 2.06 $ 2.16 $ 1.85 $ 1.36
======= ======= ======= ======= =======
Shares used in computing pro forma
fully diluted net income per share... 5,386 5,443 5,694 5,650 5,820
======= ======= ======= ======= =======
</TABLE>
See accompanying notes.
6
<PAGE>
EQUIPE COMBINED COMPANIES
COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
EQUIPE E-MACHINE EQUIPE JAPAN
------------- ------------- -------------
COMMON STOCK COMMON STOCK COMMON STOCK TOTAL
------------- ------------- ------------- RETAINED SHAREHOLDERS'
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT EARNINGS EQUITY
------ ------ ------ ------ ------ ------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1993................... 5,000 $ 50 -- -- -- -- $ 300 $ 350
Net income............ -- -- -- -- -- -- 237 237
----- ---- --- ---- --- ---- -------- --------
Balance at December 31,
1994................... 5,000 50 -- -- -- -- 537 587
Net income............ -- -- -- -- -- -- 11,230 11,230
Issuance of shares in
connection with
incorporation of
E-Machine............ -- -- 750 100 -- -- -- 100
Distributions to
shareholders......... -- -- -- -- -- -- (10,600) (10,600)
----- ---- --- ---- --- ---- -------- --------
Balance at December 31,
1995................... 5,000 50 750 100 -- -- 1,167 1,317
Conversion of Equipe
convertible debt into
Equipe common stock.. 376 70 -- -- -- -- -- 70
Net income............ -- -- -- -- -- -- 12,284 12,284
Issuance of shares of
E-Machine............ -- -- 83 11 -- -- -- 11
Issuance of shares in
connection with
incorporation of
Equipe Japan......... -- -- -- -- 1 455 -- 455
Distributions to
shareholders......... -- -- -- -- -- -- (11,130) (11,130)
----- ---- --- ---- --- ---- -------- --------
Balance at December 31,
1996................... 5,376 120 833 111 1 455 2,321 3,007
Net income
(unaudited).......... -- -- -- -- -- -- 7,902 7,902
Distributions to
shareholders
(unaudited).......... -- -- -- -- -- -- (2,724) (2,724)
----- ---- --- ---- --- ---- -------- --------
Balance at September 30,
1997 (unaudited)....... 5,376 $120 833 $111 1 $455 $7,499 $8,185
===== ==== === ==== === ==== ======== ========
</TABLE>
See accompanying notes.
7
<PAGE>
EQUIPE COMBINED COMPANIES
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------- -----------------
1994 1995 1996 1996 1997
------- ------- -------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income..................... $ 237 $11,230 $ 12,284 $ 10,468 $ 7,902
Adjustments to reconcile net
income to net cash provided by
(used in) operating
activities:
Depreciation and
amortization................. 16 32 144 95 191
Decrease (increase) in assets:
Accounts receivable.......... (1,409) (3,710) 923 (463) (4,885)
Inventories.................. (555) (1,829) 505 494 (2,176)
Other assets................. 201 (13) (48) (39) (70)
Increase (decrease) in
liabilities:
Accounts payable............. 446 737 (459) (281) 2,349
Accrued expenses............. 10 162 179 236 1,360
------- ------- -------- -------- -------
Net cash provided by (used in)
operating activities.......... (1,054) 6,609 13,528 10,510 4,671
INVESTING ACTIVITIES
Acquisition of property and
equipment..................... (89) (123) (522) (432) (509)
------- ------- -------- -------- -------
Net cash used in investing
activities.................... (89) (123) (522) (432) (509)
FINANCING ACTIVITIES
Net proceeds from (repayments
of) line of credit............ 1,113 (749) (365) 535 1,769
Repayment of capital lease
obligations................... -- (20) (73) (53) (52)
Proceeds received from
issuances of common stock..... -- 100 466 466 --
Distributions to shareholders.. -- (5,800) (12,869) (10,643) (5,785)
------- ------- -------- -------- -------
Net cash provided by (used in)
financing activities.......... 1,113 (6,469) (12,841) (9,695) (4,068)
------- ------- -------- -------- -------
Net increase (decrease) in cash
and cash equivalents.......... (30) 17 165 383 94
Cash and cash equivalents at
beginning of period........... 30 -- 17 17 182
------- ------- -------- -------- -------
Cash and cash equivalents at
end of period................. $ -- $ 17 $ 182 $ 400 $ 276
======= ======= ======== ======== =======
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Interest paid................. $ 14 $ 26 $ 45 $ 25 $ --
Income taxes paid............. $ 234 $ 151 $ 261 $ 113 $ 97
SUPPLEMENTAL DISCLOSURE OF NON-
CASH FINANCING ACTIVITIES
Conversion of convertible debt
to common stock.............. $ -- $ -- $ 70 $ 70 $ --
Property and equipment
acquired under capital
leases....................... $ -- $ 146 $ 108 $ 108 $ 266
</TABLE>
See accompanying notes.
8
<PAGE>
EQUIPE COMBINED COMPANIES
NOTES TO FINANCIAL STATEMENTS
(INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS
UNAUDITED)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The combined financial statements include the assets and liabilities,
results of operations and changes in cash flows of Equipe Technologies, Inc.
(Equipe), E-Machine, Inc. (E-Machine), and Equipe Japan Corporation (Equipe
Japan) (collectively "the Equipe Combined Companies" or "the Combined
Companies"). The majority stockholders of Equipe control the management of E-
Machine and Equipe Japan. PRI Automation, Inc. (PRI) will acquire these
entities in transactions to be accounted for as poolings of interests. As a
result of the common management of these three entities and the conditional
nature of PRI's acquisitions of these three companies on each other, the
financial statements of the three entities have been combined. All significant
intercompany balances and transactions have been eliminated.
Effective January 1, 1995, Equipe changed its legal status from a C
Corporation to a Subchapter S Corporation for federal income tax purposes.
Prior to 1995, all amounts paid to the shareholders were treated as salary and
included in the appropriate expense category on the combined statements of
income.
Interim Financial Information
The combined financial information at September 30, 1997 and for the nine
months ended September 30, 1996 and 1997 is unaudited but, in the opinion of
management, has been prepared on the same basis as the annual combined
financial statements and includes all adjustments (consisting only of normal
recurring adjustments) that the Combined Companies consider necessary for a
fair presentation of the combined financial position at such dates and the
combined operating results and cash flows for those periods. Results for the
interim period are not necessarily indicative of the results to be expected
for the entire year.
Description of Business
Equipe was incorporated in California in October 1990 to design and
manufacture automation systems used primarily in semiconductor manufacturing
and flat panel display processing equipment. Equipe sells directly to
semiconductor equipment manufacturers in the United States, Europe, and Asia.
E-Machine was incorporated in California in May 1995 to produce certain
component materials for sale primarily to Equipe.
Equipe Japan was incorporated in Japan in June 1996 to market, sell and
service Equipe's products in Japan.
Inventories
Inventories are stated at the lower of cost or market and are accounted for
on an average cost basis.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization
are computed using the straight-line method over an estimated useful life of
three to five years. The amortization of assets recorded under capital leases
is included in depreciation and amortization expense.
Revenue Recognition
Revenue is generally recognized at the time of shipment. Related product
warranty costs are accrued at the time of shipment based on warranty costs
expected to be incurred.
9
<PAGE>
EQUIPE COMBINED COMPANIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS
UNAUDITED)
Advertising Expenses
The Combined Companies expense advertising costs in the period in which they
are incurred. Advertising expenses for 1994, 1995, and 1996 were
insignificant.
Income Taxes
The provision for income taxes is based on income reported in the financial
statements. Equipe and E-Machine have elected to be treated as S Corporations
under the provisions of the Internal Revenue Code, and as such, all items of
income and expense are taxed directly to their shareholders. However, Equipe
and E-Machine are subject to California franchise tax based on 1.5% of taxable
income. Equipe Japan is treated as a KK Corporation under Japanese tax law. If
the acquisitions referred to under Basis of Presentation are consummated,
Equipe's and E-Machine's income tax status would convert from an S corporation
to a C corporation and their incomes would be taxable at the corporate level.
Pro Forma Net Income per Share
Pro forma net income per share is computed using the weighted average number
of shares of common stock outstanding and dilutive common equivalent shares
from stock options using the treasury stock method. Pro forma fully diluted
net income per share includes the assumed conversion of all of the outstanding
convertible debt. Shares used in computing pro forma primary and fully diluted
net income per share reflect the conversion of E-Machine and Equipe Japan
shares into equivalent Equipe common shares based on the exchange ratios
indicated in the agreement between PRI and each of Equipe, E-Machine, and
Equipe Japan.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share" (FAS 128). FAS 128 replaces
primary earnings per share ("EPS") with basic EPS, which excludes dilutive
common stock equivalent shares, and requires presentation of both basic and
diluted EPS on the face of the statements of income. Diluted EPS is computed
similarly to the current fully diluted EPS. FAS 128 is effective for financial
statements issued for periods ending after December 15, 1997, and requires
restatement of all prior period EPS data presented. The computed basic net
income per share is not materially different from the net income per share as
reported for the nine month periods ended September 30, 1996 and 1997,
respectively. The computed diluted net income per share is not expected to
differ materially from fully diluted earnings per share.
Concentration of Credit Risk
The Combined Companies sell their products primarily to semiconductor
equipment manufacturers. The Combined Companies perform ongoing credit
evaluations of their customers and generally do not require collateral. The
Combined Companies maintain reserves for potential credit losses. To date,
such losses have been within management's expectations.
Major Customers
In 1994, four customers accounted for 17%, 12%, 11%, and 10%, respectively,
of the Combined Companies' net revenues. In 1995, two customers accounted for
15% and 12%, respectively, of the Combined Companies' net revenues. In 1996,
no customer accounted for more than 10% of the Combined Companies' net
revenues.
Stock-Based Compensation
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (FAS 123). The Combined Companies
10
<PAGE>
EQUIPE COMBINED COMPANIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS
UNAUDITED)
adopted FAS 123 in 1996. The Combined Companies account for employee stock
options in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25), and have adopted the
"disclosure only" alternative described in FAS 123.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ materially from those
estimates.
Reclassifications
Certain reclassifications have been made to the 1994 and 1995 combined
financial statements to conform to the fiscal 1996 presentation.
2. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------- SEPTEMBER 30,
1995 1996 1997
------ ------ -------------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials................................. $2,072 $1,430 $2,659
Work-in-process............................... 150 312 957
Finished goods................................ 350 325 627
------ ------ ------
$2,572 $2,067 $4,243
====== ====== ======
</TABLE>
3. PROPERTY AND EQUIPMENT
Property and equipment consist of the following at December 31 (in
thousands):
<TABLE>
<CAPTION>
1995 1996
---- -----
<S> <C> <C>
Machinery and equipment....................................... $221 $ 515
Furniture and fixtures........................................ 57 126
Computer equipment............................................ 126 381
---- -----
404 1,022
Less accumulated depreciation................................. 77 209
---- -----
$327 $ 813
==== =====
</TABLE>
4. FINANCING ARRANGEMENTS
Line of Credit
At December 31, 1996, Equipe had a revolving line of credit agreement with a
bank that allowed for borrowings up to $2,000,000. The agreement (i) provided
for borrowings of 75% of eligible accounts receivable at the bank's prime
interest rate plus 1.0%, (ii) required that Equipe comply with certain defined
loan covenants and (iii) provided that outstanding amounts would be secured by
all of Equipe's assets. At December 31, 1996,
11
<PAGE>
EQUIPE COMBINED COMPANIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS
UNAUDITED)
Equipe was not in compliance with certain of the required covenants. A waiver
of compliance with these covenants has been obtained from the bank through
September 30, 1997. At December 31, 1996, the line of credit was personally
guaranteed by certain shareholders of Equipe. In November 1997, these personal
guarantees were released by the bank. No amount was due on the line of credit
at December 31, 1996. On January 14, 1997, the line of credit was renewed to
allow borrowings up to $3,000,000. No changes were made to either the
covenants or assets secured under the new line of credit agreement.
Convertible Debt
During 1996, $70,000 of Equipe convertible debt outstanding, all of which
was held by shareholders and related parties, was converted into 376,344
shares of Equipe's common stock.
Capital Lease Obligations
E-Machine currently holds certain property and equipment under capital
leases. The obligations under capital leases represent the present value of
future minimum lease payments and are secured by certain of the assets of E-
Machine. Assets capitalized under leases totaled $146,000 and $254,000 as of
December 31, 1995 and 1996, respectively. Accumulated amortization of these
assets was $24,000 and $97,000 as of December 31, 1995 and 1996, respectively.
Future minimum lease payments under capital lease obligations at December
31, 1996 are as follows (in thousands):
<TABLE>
<S> <C>
1997................................................................ $ 96
1998................................................................ 70
1999................................................................ 10
----
Total minimum lease payments........................................ 176
Less: imputed interest.............................................. 16
----
Present value of minimum lease payments............................. $160
====
</TABLE>
5. SHAREHOLDERS' EQUITY
Common and Preferred Stock
Equipe is authorized to issue 10,000,000 shares of common stock and
1,000,000 shares of preferred stock. Each series of stock is entitled to
certain rights, preferences, privileges, and restrictions as defined in the
Articles of Incorporation. At present, no preferred shares have been issued
and, as a consequence, the common stock has all of the voting authority.
E-Machine is authorized to issue 1,000,000 shares of common stock (56,814
equivalent Equipe common shares). At December 31, 1996, E-Machine had 833,333
shares outstanding (47,345 equivalent Equipe common shares). Equipe Japan is
authorized to issue 4,000 shares of common stock (1,262,540 equivalent Equipe
common shares). At December 31, 1996, Equipe Japan has 1,000 shares
outstanding (315,635 equivalent Equipe common shares). The equivalent Equipe
common shares were determined based on the exchange ratios indicated in the
agreements between PRI and each of Equipe, E-Machine, and Equipe Japan.
The Combined Companies have a stock purchase agreement with each shareholder
that stipulates the conditions under which stock can be transferred or
repurchased by the issuer and the limitations of transfers in the event of
termination of employment of the shareholder.
12
<PAGE>
EQUIPE COMBINED COMPANIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS
UNAUDITED)
Stock Options
Equipe has granted stock options to certain key employees. A summary of
Equipe's stock option activity and related information for the three years
ended December 31, 1996 follows:
<TABLE>
<CAPTION>
NUMBER OF EXERCISE
SHARES PRICE PER
(OPTIONS) SHARE
--------- ------------
<S> <C> <C>
Balance at December 31, 1993...................... 50,000 $1.00
Granted......................................... 10,000 1.50
------- ------------
Balance at December 31, 1994...................... 60,000 1.00-1.50
Granted......................................... 60,500 5.00-13.00
------- ------------
Balance at December 31, 1995...................... 120,500 1.00-13.00
Granted......................................... 50,000 15.00
------- ------------
Balance at December 31, 1996...................... 170,500 $1.00-$15.00
======= ============
</TABLE>
The options above cliff-vest at the end of three- to five-year periods.
Accordingly, no stock options have vested or are exercisable as of December
31, 1996.
The following table summarizes information about stock options outstanding
at December 31, 1996:
<TABLE>
<CAPTION>
OUTSTANDING OPTIONS
----------------------------
WEIGHTED
AVERAGE WEIGHTED
NUMBER REMAINING AVERAGE
OF CONTRACTUAL EXERCISE
RANGE OF EXERCISE PRICES SHARES LIFE PRICE
------------------------ ------- ----------- --------
<S> <C> <C> <C>
$1.00--$5.00............................... 72,500 7.00 $ 1.76
$6.00--$10.00.............................. 30,000 8.75 10.00
$11.00--$15.00............................. 68,000 9.33 14.47
------- ---- ------
170,500 8.25 $ 8.28
======= ==== ======
</TABLE>
Stock-Based Compensation
As permitted under FAS 123, the Combined Companies have elected to follow
APB 25 in accounting for stock-based awards to employees. Under APB 25, the
Combined Companies generally recognize no compensation expense with respect to
such awards.
Pro forma information regarding net income and earnings per share is
required by FAS 123 for awards granted after December 31, 1994 as if the
Combined Companies had accounted for their stock-based awards to employees
under the fair value method of FAS 123. The fair value of the Combined
Companies' stock-based awards to employees was estimated using the minimum
value option pricing model. The minimum value option pricing model was
developed for use in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. In addition, option pricing
models require the input of highly subjective assumptions, including the
expected volatility of the Combined Companies' stock price. Because the
Combined Companies' stock-based awards to employees have characteristics
significantly different from those of traded options, and because changes in
subjective assumptions can materially affect the fair value estimate, in
13
<PAGE>
EQUIPE COMBINED COMPANIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS
UNAUDITED)
management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its stock-based awards to
employees.
The fair value of the Combined Companies' stock-based awards to employees
was estimated using the following assumptions:
<TABLE>
<CAPTION>
1995 1996
---- ----
<S> <C> <C>
Expected dividend yield....................................... 0% 0%
Expected stock price volatility............................... 0% 0%
Risk-free interest rate....................................... 6% 6%
Expected life (years)......................................... 4.0 4.0
</TABLE>
For pro forma purposes, the estimated fair value of the Combined Companies'
stock-based awards to employees is amortized over the options' vesting period.
The Combined Companies' pro forma information follows (in thousands, except
per share amounts):
<TABLE>
<CAPTION>
1995 1996
------- --------
<S> <C> <C>
Net income--as reported................................. $11,230 $ 12,284
Net income--pro forma................................... $11,217 $ 12,242
Net income per share--as reported....................... $ 2.22 $ 2.16
Net income per share--pro forma......................... $ 2.21 $ 2.15
</TABLE>
Because compensation expense is recognized over the vesting period of the
option, which is typically three to five years, and pro forma disclosure is
only required commencing with 1995, the initial impact on pro forma net income
may not be representative of pro forma compensation expense in future years.
Stock options granted prior to January 1, 1995 are specifically excluded from
the determination of pro forma net income.
The weighted average fair value of options granted during the years ended
December 31, 1995 and 1996 were $2.10 and $3.20, respectively.
6. COMMITMENTS
The aggregate minimum annual lease commitments as of December 31, 1996 under
operating leases are as follows (in thousands):
<TABLE>
<CAPTION>
OPERATING
LEASES
---------
<S> <C>
1997............................................................ $286
1998............................................................ 207
1999............................................................ 47
2000............................................................ 2
----
$542
====
</TABLE>
Equipe's facility leases expire in July 1998. E-Machine's facility lease
expires in March 1999. Equipe Japan's facility leases expire in April and
October 1999 and January 2000. The agreements require the Equipe Combined
Companies to pay property and use taxes, insurance and repairs. Total rent
expense for 1994, 1995, and 1996 was approximately $59,000, $168,000 and
$233,000, respectively.
14
<PAGE>
EQUIPE COMBINED COMPANIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997 IS
UNAUDITED)
7. ROYALTY AND LICENSING AGREEMENTS
Effective December 23, 1994, Equipe signed a nonexclusive patent license
agreement that required Equipe to pay a one-time licensing fee of $11,875 and
requires Equipe to pay $625 for each unit sold using the patented
technologies. This agreement ends at the expiration of the patents in 2006 or
as defined in the agreement.
8. SEGMENT INFORMATION
The Combined Companies conduct their business primarily within one industry
segment. Revenues from export sales, primarily to Europe and the Far East,
represented 17%, 8%, and 11% of net revenues in 1994, 1995 and 1996,
respectively.
9. SUBSEQUENT EVENT
On October 25, 1997, PRI entered into agreements whereby PRI would issue
4,088,020 shares, 36,000 shares, and 240,000 shares of its common stock in
exchange for all of the outstanding common stock and stock options of Equipe,
E-Machine, and Equipe Japan, respectively, in transactions to be accounted for
as poolings of interests. The transactions are subject to customary
conditions, including the approval of PRI's shareholders, and are expected to
close during the first quarter of 1998.
15
<PAGE>
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements assume a
business combination between PRI Automation, Inc. ("PRI") and Equipe
Technologies, Inc., Equipe Japan Corporation and E-Machine, Inc. (collectively,
the "Equipe Combined Companies" or "Equipe") accounted for on a pooling-of-
interests basis and are based on the respective historical audited and
unaudited consolidated or combined financial statements of PRI and the Equipe
Combined Companies. The unaudited pro forma combined balance sheet gives effect
to the Merger and the Related Acquisitions as if they had occurred on June 29,
1997, combining the unaudited balance sheets of PRI and the Equipe Combined
Companies at June 29, 1997 and September 30, 1997, respectively. The unaudited
pro forma combined statements of operations give effect to the Merger and the
Related Acquisitions as if they had occurred on October 1, 1993, combining
PRI's historical results for the nine months ended June 29, 1997 and June 30,
1996 and the years ended September 30, 1996, 1995 and 1994 with the Equipe
Combined Companies' results for the nine months ended September 30, 1997 and
1996 and the years ended December 31, 1996, 1995, and 1994, respectively.
The pro forma information is presented for illustrative purposes only and is
not necessarily indicative of the operating results or financial position that
would have occurred if the Merger and the Related Acquisitions had been
consummated at the beginning of the earliest period presented, nor is it
necessarily indicative of future operating results or financial position.
These unaudited pro forma combined financial statements are based on, and
should be read in conjunction with, the historical combined financial
statements and the related notes thereto of the Equipe Combined Companies
included elsewhere in this Form 8-K and the historical consolidated financial
statements and the related notes thereto of PRI previously filed with the
Securities and Exchange Commission.
16
<PAGE>
PRI AUTOMATION, INC. AND THE EQUIPE COMBINED COMPANIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AT JUNE 29, 1997
<TABLE>
<CAPTION>
HISTORICAL
----------------
PRO FORMA FOOTNOTE PRO FORMA
PRI EQUIPE ADJUSTMENTS REF. COMBINED
-------- ------- ----------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents... $ 32,862 $ 276 -- $ 33,138
Marketable securities....... 1,420 -- -- 1,420
Accounts receivable, net.... 40,461 9,505 -- 49,966
Contracts in progress....... 23,934 -- -- 23,934
Inventories................. 28,205 4,243 -- 32,448
Other current assets........ 2,674 96 -- 2,770
-------- ------- ------ --------
Total current assets...... 129,556 14,120 -- 143,676
Property and equipment, net... 10,516 1,397 -- 11,913
Marketable securities......... 1,853 -- -- 1,853
Other assets.................. 2,757 49 -- 2,806
-------- ------- ------ --------
Total assets.............. $144,682 $15,566 $ -- $160,248
======== ======= ====== ========
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Current liabilities:
Note payable and line of
credit..................... $ -- $ 1,769 -- $ 1,769
Accounts payable............ 17,157 3,298 -- 20,455
Accrued expenses............ 9,154 1,940 6,000 (7) 18,354
1,260 (8)
Current portion of capital
lease obligations.......... -- 170 170
Customer deposits........... 459 -- -- 459
Other current liabilities... 4,334 -- -- 4,334
-------- ------- ------ --------
Total current
liabilities.............. 31,104 7,177 7,260 45,541
Long-term portion of capital
lease obligations............ -- 204 -- 204
-------- ------- ------ --------
Total liabilities......... 31,104 7,381 7,260 45,745
Stockholders' equity:
Common stock................ 150 686 (642) 194
Additional paid-in capital.. 76,159 -- 642 (3) 83,280
6,479 (9)
Retained earnings........... 37,269 7,499 (6,479) (9) 31,029
(1,260) (8)
(6,000) (7)
-------- ------- ------ --------
Total stockholders'
equity................... 113,578 8,185 (7,260) 114,503
-------- ------- ------ --------
Total liabilities and
stockholders' equity..... $144,682 $15,566 $ -- $160,248
======== ======= ====== ========
</TABLE>
See the accompanying notes to the unaudited pro forma combined financial
statements.
17
<PAGE>
PRI AUTOMATION, INC. AND THE EQUIPE COMBINED COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JUNE 29, 1997
<TABLE>
<CAPTION>
HISTORICAL
----------------
PRO FORMA FOOTNOTE PRO FORMA
PRI EQUIPE ADJUSTMENTS REF. COMBINED
-------- ------- ----------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net revenue.................. $122,826 $36,818 -- $159,644
Cost of revenue.............. 69,549 19,084 -- 88,633
-------- ------- ------- --------
Gross profit............... 53,277 17,734 -- 71,011
Operating expenses:
Research and development... 17,492 3,868 -- 21,360
Selling, general and
administrative............ 17,985 5,847 -- 23,832
-------- ------- ------- --------
Total operating
expenses................ 35,477 9,715 -- 45,192
Operating profit............. 17,800 8,019 -- 25,819
Other income (expense), net.. 840 (16) -- 824
-------- ------- ------- --------
Income before income tax
provision................... 18,640 8,003 -- 26,643
Income tax provision......... 6,338 101 3,060 (5) 9,499
-------- ------- ------- --------
Net income................... $ 12,302 $ 7,902 $(3,060) $ 17,144
======== ======= ======= ========
Net income per common share:
Assuming full dilution..... $ 0.78 $ 1.36 -- (3), (4) $ 0.85
Weighted average number of
common and common equivalent
shares outstanding:
Assuming full dilution..... 15,689 5,820 (1,395) (3), (4) 20,114
</TABLE>
See the accompanying notes to the unaudited pro forma combined financial
statements.
18
<PAGE>
PRI AUTOMATION, INC. AND THE EQUIPE COMBINED COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
HISTORICAL
---------------
PRO FORMA FOOTNOTE PRO FORMA
PRI EQUIPE ADJUSTMENTS REF. COMBINED
------- ------- ----------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net revenue................... $76,677 $28,165 -- $104,842
Cost of revenue............... 39,422 13,174 -- 52,596
------- ------- ------- --------
Gross profit.................. 37,255 14,991 -- 52,246
Operating expenses:
Research and development.... 12,236 1,688 -- 13,924
Selling, general and
administrative............. 11,967 2,682 -- 14,649
------- ------- ------- --------
Total operating expenses.. 24,203 4,370 -- 28,573
Operating profit.............. 13,052 10,621 -- 23,673
Other income (expense), net... 1,648 (38) -- 1,610
------- ------- ------- --------
Income before income tax
provision.................... 14,700 10,583 -- 25,283
Income tax provision ......... 4,686 115 4,065 (5) 8,866
------- ------- ------- --------
Net income.................... $10,014 $10,468 $(4,065) $ 16,417
======= ======= ======= ========
Net income per common share:
Assuming full dilution...... $ 0.66 $ 1.85 -- (3), (4) $ 0.84
Weighted average number of
common and common equivalent
shares outstanding:
Assuming full dilution...... 15,196 5,650 (1,354) (3), (4) 19,492
</TABLE>
See the accompanying notes to the unaudited pro forma combined financial
statements.
19
<PAGE>
PRI AUTOMATION, INC. AND THE EQUIPE COMBINED COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
HISTORICAL
----------------
PRO FORMA FOOTNOTE PRO FORMA
PRI EQUIPE ADJUSTMENTS REF. COMBINED
-------- ------- ----------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net revenue.................. $110,684 $35,066 -- $145,750
Cost of revenue.............. 58,320 16,482 -- 74,802
-------- ------- ------- --------
Gross profit................. 52,364 18,584 -- 70,948
Operating expenses:
Research and development... 17,089 2,399 -- 19,488
Selling, general and
administrative............ 17,072 3,651 -- 20,723
-------- ------- ------- --------
Total operating
expenses................ 34,161 6,050 -- 40,211
Operating profit............. 18,203 12,534 -- 30,737
Other income (expense), net.. 2,128 (50) -- 2,078
-------- ------- ------- --------
Income before income tax
provision................... 20,331 12,484 -- 32,815
Income tax provision......... 6,600 200 4,731 (5) 11,531
-------- ------- ------- --------
Net income................... $ 13,731 $12,284 $(4,731) $ 21,284
======== ======= ======= ========
Net income per common share:
Assuming full dilution..... $ 0.90 $ 2.16 -- (3), (4) $ 1.09
Weighted average number of
common and common equivalent
shares outstanding:
Assuming full dilution..... 15,210 5,694 (1,364) (3), (4) 19,540
</TABLE>
See the accompanying notes to the unaudited pro forma combined financial
statements.
20
<PAGE>
PRI AUTOMATION, INC. AND THE EQUIPE COMBINED COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
HISTORICAL
---------------
PRO FORMA FOOTNOTE PRO FORMA
PRI EQUIPE ADJUSTMENTS REF. COMBINED
------- ------- ----------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net revenue................... $64,042 $28,590 -- $92,632
Cost of revenue............... 33,357 13,482 -- 46,839
------- ------- ------- -------
Gross profit.................. 30,685 15,108 -- 45,793
Operating expenses:
Research and development.... 10,407 1,558 -- 11,965
Selling, general and
administrative............. 10,045 2,120 -- 12,165
------- ------- ------- -------
Total operating expenses.. 20,452 3,678 -- 24,130
Operating profit.............. 10,233 11,430 -- 21,663
Other income (expense), net... 1,021 (20) -- 1,001
------- ------- ------- -------
Income before income tax
provision.................... 11,254 11,410 -- 22,664
Income tax provision.......... 3,695 180 4,327 (5) 8,202
------- ------- ------- -------
Net income.................... $ 7,559 $11,230 $(4,327) $14,462
======= ======= ======= =======
Net income per common share:
Assuming full dilution...... $ 0.58 $ 2.06 -- (3), (4) $ 0.84
Weighted average number of
common and common equivalent
shares outstanding:
Assuming full dilution...... 13,004 5,443 (1,304) (3), (4) 17,143
</TABLE>
See the accompanying notes to the unaudited pro forma combined financial
statements.
21
<PAGE>
PRI AUTOMATION, INC. AND THE EQUIPE COMBINED COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
HISTORICAL
----------------
PRO FORMA FOOTNOTE PRO FORMA
PRI EQUIPE ADJUSTMENTS REF. COMBINED
------- ------- ----------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net revenue.................. $36,293 $11,186 -- $47,479
Cost of revenue.............. 20,022 6,927 -- 26,949
------- ------- ------ -------
Gross profit................. 16,271 4,259 -- 20,530
Operating expenses:
Research and development... 6,973 1,768 -- 8,741
Selling, general and
administrative............ 4,980 2,043 -- 7,023
------- ------- ------ -------
Total operating
expenses................ 11,953 3,811 -- 15,764
Operating profit............. 4,318 448 -- 4,766
Other income (expense), net.. (286) (14) -- (300)
------- ------- ------ -------
Income before income tax
provision................... 4,032 434 -- 4,466
Income tax provision......... 1,210 197 -- 1,407
------- ------- ------ -------
Net income................... $ 2,822 $ 237 $ $ 3,059
======= ======= ====== =======
Net income per common share:
Assuming full dilution..... $ 0.35 $ 0.04 -- (3), (4) $ 0.25
Weighted average number of
common and common equivalent
shares outstanding:
Assuming full dilution..... 7,978 5,386 (1,291) (3), (4) 12,073
</TABLE>
See the accompanying notes to the unaudited pro forma combined financial
statements.
22
<PAGE>
PRI AUTOMATION, INC. AND THE EQUIPE COMBINED COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
1. The unaudited pro forma combined financial statements of PRI and the Equipe
Combined Companies give retroactive effect to the Merger and the Related
Acquisitions, which are being accounted for as poolings of interests and,
as a result, such statements are presented as if the combining companies
had been combined for all periods presented. The unaudited pro forma
combined financial statements reflect the issuance of 0.760372 (Exchange
Ratio) of a share of PRI Common Stock for each share of Equipe Common Stock
to effect the Merger and the Related Acquisitions.
2. The unaudited pro forma combined financial data combine financial data of
PRI for the nine months ended June 29, 1997 and June 30, 1996 and the years
ended September 30, 1996, 1995 and 1994 with financial data of the Equipe
Combined Companies for the nine months ended September 30, 1997 and 1996
and the years ended December 31, 1996, 1995 and 1994, respectively.
3. For purposes of the unaudited pro forma combined financial statements, the
pro forma combined net income per share amounts are based on the combined
weighted average number of shares of PRI Common Stock and Equipe Common
Stock outstanding for each period, based upon an effective exchange ratio
of 0.760372 shares of PRI Common Stock for each share of Equipe Common
Stock. The unaudited pro forma combined balance sheet reflects the issuance
of 4,364,020 shares of PRI Common Stock ($0.01 par value) in exchange for
all of the outstanding capital stock of the Equipe Combined Companies as of
October 25, 1997. The pro forma adjustments were calculated as follows:
<TABLE>
<S> <C>
Issuance of PRI Common Stock..................................... $ 44
Elimination of Equipe Common Stock............................... (686)
-----
Total Adjustment............................................. $(642)
</TABLE>
Net income per share is reported for all periods on a fully diluted basis.
Primary net income per share is not significantly different from net income
per share on a fully diluted basis. Shares used in computing fully diluted
net income per share for the Equipe Combined Companies reflect, on a pro
forma basis, the conversion of E-Machine and Equipe Japan shares into
equivalent Equipe Common Stock based on the exchange ratios indicated in
the respective acquisition agreements between PRI and each of Equipe, E-
Machine and Equipe Japan.
4. The Board of Directors of PRI approved a two-for-one split of the PRI
Common Stock effective May 2, 1997. All per share amounts and shares used
in calculations of net income per common share have been restated to
reflect the retroactive effect of the stock split.
5. Equipe and E-Machine were treated as S corporations for income tax purposes
for periods subsequent to December 31, 1994 and, as such, income is taxed
at the shareholder level. As a result of the proposed Merger and Related
Acquisitions, the tax status of both Equipe and E-Machine will change from
subchapter S corporations to C corporations. The results of the Equipe
Combined Companies have been adjusted to provide for income taxes as if
Equipe and E-Machine were treated as C corporations for all periods
presented as a result of the proposed Merger and Related Acquisitions.
6. The unaudited pro forma combined financial statements do not include
adjustments to conform the accounting policies of Equipe to those followed
by PRI. The nature and extent of such adjustments, if any, will be based
upon further study and analysis and are not expected to be material.
7. The acquisition expenses to be incurred by PRI and the Equipe Combined
Companies are estimated to be approximately $6,000,000. These expenses will
be charged against net income in the period in which the merger is
completed. Accordingly, the effects of these expenses have not been
reflected in these unaudited pro forma combined statements of operations.
The effects of these estimated expenses have been accrued in the unaudited
pro forma combined balance sheet.
23
<PAGE>
8. Under the terms of the Merger Agreement, Equipe and E-Machine may make
distributions to stockholders solely to enable the stockholders to meet
their federal and state tax obligations with respect to income of the two
companies that is attributable to the stockholders for the nine months ended
September 30, 1997. An amount of $1,260,000 has been accrued as a
distribution payable to stockholders of Equipe and E-Machine to recognize
the remaining portion of earnings through September 30, 1997 that would be
distributable to stockholders under the terms of the Merger Agreement.
9. The undistributed earnings of Equipe and E-Machine as of the date of the
Merger and the Related Acquisitions will be reclassified to additional paid-
in capital. The amount reclassified from retained earnings to additional
paid-in capital is $6,479,000.
24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
PRI AUTOMATION, INC.
/s/ Stephen D. Allison
Date: December 12, 1997 By: _________________________________
Stephen D. Allison
Chief Financial Officer
25
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*10.18 Press Release dated October 27, 1997, entitled "PRI Automation to
Acquire Equipe Technologies, Inc."
*10.19 Agreement and Plan of Reorganization, dated as of October 25, 1997,
among PRI Automation, Inc., E-Acquisition Corp., Equipe Technologies,
Inc. and Certain Stockholders of Equipe Technologies, Inc.
*10.20 Stock Purchase Agreement, dated as of October 25, 1997, among PRI
Automation, Inc. and the Shareholders of E-Machine, Inc.
*10.21 Stock Purchase Agreement, dated as of October 25, 1997, among PRI
Automation, Inc. and the Shareholders of Equipe Japan Corporation
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Mohler, Nixon & Williams, independent auditors
</TABLE>
- --------
* Previously filed.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the inclusion in the Current Report on Form 8-K/A for PRI
Automation, Inc. dated December 12, 1997 and to the incorporation by reference
in the Registration Statements on Form S-8 Nos. 33-90702, 33-90726, 33-90732,
333-3408, 333-41067, 333-25217 of our report dated November 19, 1997 with
respect to the combined financial statements of the Equipe Combined Companies.
/s/ Ernst & Young LLP
San Jose, California
December 12, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the current report on Form 8-K/A for PRI
Automation, Inc. (the "Company") and to the incorporation by reference in the
Company's previously filed Registration Statements on Form S-8, Nos. 33-90702,
33-90726, 33-90732, 333-3408, 333-25217 and 333-41067 of our report dated
November 7, 1997 with respect to the combined financial statements of the
Equipe Combined Companies.
/s/ Mohler, Nixon & Williams
Mohler, Nixon & Williams
Accountancy Corporation
Campbell, California
December 12, 1997
