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Previous: CATERPILLAR FINANCIAL FUNDING CORP, 8-K, 1996-07-01 |
Next: WALDEN BANCORP INC, 8-K, 1996-07-01 |
<PAGE> 1
UNITED STATES
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): June 28, 1996
COMMISSION FILE NUMBER 0-26820
TERA COMPUTER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Washington 93-0962605
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2815 Eastlake Ave East, Seattle, Washington 98102-3027
(Address of principal executive office) (Zip Code)
Registrants's telephone number, including area code: (206) 325-0800
None
(Former name or former address, if changed since last report)
<PAGE> 2
TERA COMPUTER COMPANY
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
5/31/96
-------------------------------------------
PRO
ACTUAL FORMA (1) ADJUSTED
-------------- ------------- ------------
net
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,908,918 $ 2,028,390 $ 5,937,308
Accounts receivable 23,448 23,448
Advances to suppliers 317,562 317,562
Other assets 77,067 77,067
-------------- ------------
Total current assets 4,326,995 6,355,385
PROPERTY AND EQUIPMENT, NET 1,453,795 1,453,795
LEASE DEPOSITS 218,725 218,725
-------------- ------------
TOTAL $ 5,999,515 $ 8,027,905
============== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
(NET CAPITAL DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable $ 581,047 $ 581,047
Accrued payroll and related expenses 1,569,856 1,569,856
Potential contract adjustments 250,000 250,000
Current portion of obligations under capital leases 656,548 656,548
-------------- ------------
Total current liabilities 3,057,451 3,057,451
OBLIGATIONS UNDER CAPITAL LEASES:
less current portion 109,477 109,477
SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY):
Convertible preferred stock - Authorized, 5,000,000 shares;
issued and outstanding; 2,256,458 shares (1) 4,646,027 2,028,390 6,674,417
Common stock, par $.01 - Authorized, 25,000,000 shares;
issued and outstanding, 3,889,455 and 3,936,843 shares 19,137,406 19,137,406
Accumulated deficit (20,950,846) (20,950,846)
-------------- ------------
2,832,587 4,860,977
TOTAL $ 5,999,515 $ 8,027,905
============== ============
</TABLE>
(1) Shows net proceeds of private placement received as of June 28, 1996.
<PAGE> 3
TERA COMPUTER COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
PERIOD FROM
FIVE DECEMBER 7,
MONTHS 1987 (INCEPTION)
ENDED THROUGH
MAY 31, MAY 31,
1996 1996
----------- ------------
<S> <C> <C>
OPERATING EXPENSES:
Research and development $(5,380,357) $(33,509,810)
Marketing and sales (233,519) (1,399,477)
General and administrative (401,064) (4,156,363)
----------- ------------
(6,014,940) (39,065,650)
RESEARCH FUNDING 17,358 18,486,967
----------- ------------
Net operating expense (5,997,582) (20,578,683)
OTHER INCOME (EXPENSE) 14,487 (372,163)
NET LOSS $(5,983,095) $(20,950,846)
=========== ============
</TABLE>
<PAGE> 4
ITEM 5. OTHER EVENTS
The Company has engaged H.J. Meyers & Co., Inc. of Rochester, New York, to
act as the Company's Sales Agent to raise a minimum of $2,500,000 up to
$8,000,000 of funds in an "All Accredited Investor" private placement of Units,
each Unit consisting of two shares of Series A Convertible Preferred Stock and
one Redeemable Common Stock Purchase Warrant. To date a total of $7,672,000 has
been raised, of which $6,674,000 has been received by the Company net of
offering fees and expenses. The Company is continuing this private placement and
expects to raise all or nearly all of the $8,000,000 maximum.
The Company's unaudited balance sheet as of May 31, 1996, with the pro
forma application of funds received to date from the private placement, and the
Company's internal statement of operations for the five months ended May 31,
1996, are attached. The financial statements are without notes or adjustments
and the results of operations for the five months ended May 31, 1996 are not
necessarily indicative of the results for the entire year.
EXHIBIT 7. EXHIBITS
1. Pro forma balance sheet (unaudited) as of May 31, 1996.
2. Statement of Operations (unaudited) for the five months ended May
31, 1996.
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.
TERA COMPUTER COMPANY
By: JAMES E. ROTTSOLK
-----------------------------------
James E. Rottsolk
Chief Executive Officer
and Chief Financial Officer
Date: July 1, 1996
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