================================================================================
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): June 2, 2000
Tanner's Restaurant Group, Inc.
-------------------------------
(Exact name of Registrant as specified in charter)
Texas 33-95796 76-0406417
----- -------- ----------
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
1087 Broad Street, 4th Floor, Bridgeport, Connecticut 06604
---------------------------------------------------- -------
Address of principal executive offices) (Zip Code)
(203) 333-6389
--------------
(Registrant's Telephone Number, including Area Code)
================================================================================
<PAGE>
Item 7. Financial Statements and Exhibits
On June 2, 2000, Tanner's Restaurant Group, Inc. acquired B4B Communications
Limited, then known as Fone.com, Limited, and filed on June 19, 2000 a report on
Form 8-K dated June 2, 2000 describing the acquisition. At the time of filing,
Tanner's determined that the inclusion of the required interim financial
statements, including pro forma information, was impracticable. Under the
requirements of Form 8-K, Item 7(a)(4) and Item 7(b)(2), Tanner's has 60 days
from the filing date of the Form 8-K to file interim financial information,
including pro forma information, by amending the previous report on Form 8-K.
The purpose of this amendment is to provide such financial information and the
pro forma financial information required by Item 310(d) of Regulation S-B.
The financial statements of B4B Communications Limited presented in this report
are labeled "Fone.com, Limited" since that was the name of the company at the
times relevant to those financial statements.
(a) Financial Statements of Businesses Acquired
Attached as Exhibit 99.2 to this Current Report on Form 8-K/A is the audited
balance sheet of B4B Communications Limited as of March 31, 2000 and the related
audited statements of income, shareholders' equity, and cash flows for the
period from inception in June, 1999 through March 31, 2000 and accompanying
notes.
(b) Pro Forma Financial Statements
Attached as Exhibit 99.3 to this Current Report on Form 8-K/A is the unaudited
pro forma combined balance sheet as of June 30, 2000 and accompanying notes and
the unaudited pro forma consolidated statements of income for the periods
indicated therein.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.2 Audited balance sheet of B4B Communications Limited,
formerly known as Fone.com, Limited, as of March 31,
2000, and the related audited statements of income,
shareholders' equity, and cash flows from inception in
June 1999 until March 31, 2000, and accompanying notes.
99.3 Unaudited pro forma combined balance sheet as of June
30, 2000 and accompanying notes and the unaudited pro
forma consolidated statements of income for the periods
indicated therein.
99.4 Consent of Independent Auditor.
2
<PAGE>
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.
TANNER'S RESTAURANT GROUP, INC.
Dated: August 11, 2000 By: /s/ Lawrence Shatsoff
---------------------
Lawrence Shatsoff, President
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.2 Audited balance sheet of B4B Communications Limited,
formerly known as Fone.com, Limited, as of March 31,
2000, and the related audited statements of income,
shareholders' equity, and cash flows from inception in
June 1999 until March 31, 2000, and accompanying notes.
99.3 Unaudited pro forma combined balance sheet as of June
30, 2000 and accompanying notes and the unaudited pro
forma consolidated statements of income for the periods
indicated therein.
99.4 Consent of Independent Auditor.
