FORM 8-K/A--CURRENT REPORT
(AMENDMENT NO. 1)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report January 12, 1998
RSI SYSTEMS, INC.
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MINNESOTA 0-27106 41-1767211
- ------------------------------- ------------------------ -------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
7400 Metro Boulevard, Suite 475, Edina, Minnesota 55439
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 896-3020
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
<PAGE>
ITEM 5. OTHER EVENTS.
Private Offering of Common Stock. On January 7, 1998, the Company
closed on a minimum private placement of its common stock in which
1,341,255 shares were sold for $1.65 per share. Net proceeds were
approximately $2,035,000.
Including this transaction, on a proforma basis, the Company had a
capital and surplus balance of approximately $2,836,000 and net
tangible assets of approximately $2,836,000 on November 30, 1997,
respectively. See press release attached as exhibit 19.1, and
proforma financial statements, exhibit 20.1.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) EXHIBITS
See Exhibit Index on Page 3 which is incorporated herein
by reference.
SIGNATURES
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.
RSI Systems, Inc.
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Date January 12, 1998 /s/ Donald C. Lies
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Donald C. Lies
President and Chief Executive Officer
<PAGE>
RSI SYSTEMS, INC.
EXHIBIT INDEX TO FORM 8-K/A
EXHIBIT NO. TITLE OF DOCUMENT METHOD OF FILING
19.1 Press release regarding private Filed herewith electronically.
placement.
20.1 Proforma financial statements Filed herewith electronically.
as of November 30, 1997.
27.1 Financial Data Schedule Filed herewith electronically.
EXHIBIT 19.1
RSI SYSTEMS COMPLETES PRIVATE EQUITY PLACEMENT
MINNEAPOLIS, January 7, 1998--RSI Systems, Inc. (Nasdaq:
RSIS), today announced that it has completed the private placement of 1,341,255
shares of its common stock at $1.65 per share. The shares offered in the private
placement were not registered under the Securities Act of 1933 and may not be
offered or sold by the purchasers in the private placement absent registration
or an applicable exemption from registration requirements.
Net proceeds of approximately $2,033,000 will be used to fund
the Company's expanded sales and marketing effort and research and development
of the Company's current generation Video Flyer video conferencing system. The
offering was made through the Minneapolis investment banking firm of Miller,
Johnson & Kuehn, Incorporated.
Don Lies, president and CEO of RSI, said that "this capital
will significantly enhance our ability to pursue the growing market
opportunities we see for our high performance group video conferencing systems.
These funds will allow us to expand our global marketing efforts while
continuing to develop new leading edge features for the existing system and next
generation video conferencing products. The additional capital also will enable
the Company to meet more stringent Nasdaq listing requirements being implemented
in 1998."
Founded in 1993 and headquartered in Minneapolis, RSI Systems,
Inc., is a recognized leader in full-motion video and audio conferencing
systems. It is the first company to offer a family of computer-free video
conferencing systems that connect directly to any type of television, display
system projector, PC or Macintosh computer to allow for worldwide video calling
in less than 15 seconds, in both conference room and individual office
applications.
<TABLE>
<CAPTION>
RSI SYSTEMS, INC.
Proforma Balance Sheet
As Of November 30, 1997
Proforma
November 30,
1997
Assets (Unaudited)
- ------------------------------------------------------------------------------------------------
<S> <C>
Current assets:
Cash and cash equivalents $ 2,094,868
Accounts receivable, net 925,922
Inventories 630,808
Prepaid expenses 55,215
- ------------------------------------------------------------------------------------------------
Total current assets 3,706,813
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Property and equipment
Furniture and equipment 730,584
Leasehold improvements 4,818
Less accumulated depreciation (432,763)
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Net property and equipment 302,639
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Other assets 2,500
Less accumulated amortization (2,312)
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Net other assets 188
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Total assets $ 4,009,640
================================================================================================
Liabilities and Stockholders' Equity
- ------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable 656,875
Accrued expenses 204,857
Deferred revenue 248,115
Line of credit 63,382
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Total current liabilities 1,173,229
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Stockholders' equity:
Common stock ($.01 par value per share, 10,000,000 shares
authorized, 6,321,031 issued and
outstanding) 63,210
Additional paid-in capital 16,754,153
Unearned compensation (58,334)
Accumulated deficit (13,922,618)
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Total stockholders' equity 2,836,411
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Total liabilities and stockholders' equity $ 4,009,640
================================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
RSI SYSTEMS, INC.
Proforma Consolidated Statement of Operations
Five Months Ended November 30, 1997
Proforma
Five Months Ended
November 30,
1997
(Unaudited)
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Net sales $ 1,530,186
Cost of goods sold 619,584
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Gross profit (loss) 910,602
Research and development 353,620
Selling, general, and administrative 1,363,150
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Operating profit (loss) (806,168)
Other income (expense):
Interest income (expense), net (34,550)
Other expense (300)
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Other income (expense), net (34,850)
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Net loss $ (841,018)
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Net loss per common share $ (0.17)
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Weighted average shares outstanding 4,836,998
=======================================================================
See accompanying notes to financial statements.
<PAGE>
RSI SYSTEMS, INC.
NOTES TO PROFORMA FINANCIAL STATEMENTS
November 30, 1997
1. BASIS OF PRESENTATION
The unaudited interim financial statements have been prepared to reflect the
results of a private offering of the Company's Common Stock on January 7, 1998.
Other than this private offering reflected on a proforma basis, the financial
statements have been prepared in accordance with generally accepted accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures normally
included in the financial statements have been omitted or condensed pursuant to
such rules and regulations. The accompanying unaudited financial statements
should be read in conjunction with the Company's June 30, 1997 financial
statements and related notes included in the Company's Annual Report on Form
10-KSB.
The financial statements reflect all adjustments, of a normally recurring
nature, necessary to fairly present the results of operations and financial
position of the Company for the interim period.
Net loss per common share is based on the weighted average number of shares of
common stock outstanding, including 1,341,255 shares sold through a private
offering (note 2) treated on a proforma basis as if sold on November 30, 1997.
Common stock equivalents have not been included in the computation as the effect
would be anti-dilutive.
The proforma financial statements include proforma adjustments to historical
amounts to reflect the effects of a private offering of the Company's common
stock (Note 2). The following schedule shows the historical accounts affected,
the proforma adjustments, and proforma balances as of November 30, 1997:
<TABLE>
<CAPTION>
Proforma
November 30, 1997 Adjustments November 30, 1997
Description Historical Amount (Note 2) Proforma
- ----------- ----------------- -------- --------
<S> <C> <C> <C>
Cash and
cash equivalents 59,354 2,035,514 2,094,868
Common Stock 49,798 13,412 63,210
Additional
paid-in capital 14,732,052 2,022,101 16,754,153
Net loss per
common share $(0.17) -- $(0.17)
Weighted average
shares outstanding 4,828,232 8,766 4,836,998
</TABLE>
2. PRIVATE OFFERING:
Effective January 7, 1998, the Company sold 1,341,255 shares of common stock to
"accredited investors" through a private offering at a price of $1.65 per share.
Net proceeds to the Company from the private placement were approximately
$2,035,000, net of placement agency fees and related expenses. The proceeds are
being used to fund the Company's expanded sales and marketing effort, research
and development of the Company's current generation Video Flyer video
conferencing system and for other general corporate purposes.
3. LINE OF CREDIT:
In July, 1997 the Company signed a commercial loan agreement with a bank for a
$1,000,000 discretionary revolving credit facility. Under the terms of the
agreement, working capital funds are drawn based on a borrowing base comprised
of eligible accounts receivable and inventory. The interest rate on the loan is
equal to 4.0 points above a base rate set by the bank.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> NOV-30-1997
<CASH> 2,094,868
<SECURITIES> 0
<RECEIVABLES> 925,922
<ALLOWANCES> 0
<INVENTORY> 630,808
<CURRENT-ASSETS> 3,706,813
<PP&E> 302,639
<DEPRECIATION> 432,763
<TOTAL-ASSETS> 4,009,640
<CURRENT-LIABILITIES> 1,173,229
<BONDS> 0
0
0
<COMMON> 63,210
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,009,640
<SALES> 1,530,186
<TOTAL-REVENUES> 1,530,186
<CGS> 619,584
<TOTAL-COSTS> 619,584
<OTHER-EXPENSES> 1,716,770
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34,550
<INCOME-PRETAX> (841,018)
<INCOME-TAX> 0
<INCOME-CONTINUING> (841,018)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (841,018)
<EPS-PRIMARY> (0.17)
<EPS-DILUTED> 0
</TABLE>
