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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): DECEMBER 15, 1998
ROSS TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 0-27016 74-2507960
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
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TWO CIELO CENTER, THIRD FLOOR, 1250 CAPITAL OF TEXAS
HIGHWAY, SOUTH, AUSTIN, TEXAS 78746
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (512) 329-2499
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 15, 1998, pursuant to the Asset Purchase Agreement dated as
of July 23, 1998 between ROSS Technology, Inc., a Delaware corporation (the
"Company"), and BridgePoint Technical Manufacturing Corporation, a Texas
corporation ("Buyer"), the assets of the Company's "BridgePoint" business unit
(the "BridgePoint Sale") were sold to Buyer. The BridgePoint business unit was
formed in the second quarter of 1998 to contain the Company's scaled back sales,
service and operations employees, as well as the inventory related to the
Company's 32-bit products. The purchase price for the BridgePoint Sale was $5.66
million in cash, which included $250,000 that was deposited by Buyer in an
escrow account for an indemnification holdback, plus the assumption of certain
liabilities. There was also, at the closing, a net purchase price adjustment
paid to Buyer of approximately $1.06 million (subject to post-closing
adjustment) for the proration of certain operating expenses and revenues
reasonably allocable to the BridgePoint business unit from June 29, 1998 through
the closing. At the closing, the Company also paid $1.72 million to Buyer in
connection with Buyer's assumption of certain warranty repair liabilities for
previous product sales to customers throughout the world. The BridgePoint Sale
was a part of the Company's previously-announced orderly shutdown of its
operation. Following consummation of the BridgePoint Sale, the Company no longer
has any operating assets.
ITEM 5. OTHER EVENTS.
On December 16, 1998, the Company issued a press release regarding the
BridgePoint Sale, a copy of which is attached hereto as Exhibit 99.2 and
incorporated herein in its entirety by reference.
On December 29, 1998, pursuant to the Plan of Complete Liquidation and
Dissolution adopted by the Company's Board of Directors and approved by the
Company's majority stockholder, the Company filed a certificate of dissolution
with the Secretary of State of the State of Delaware. Subsequent to the filing
of the certificate of dissolution, the Company's stock transfer books were
closed. As a result, the Company's common and preferred stock will no longer be
treated as outstanding. Following the filing of the certificate of dissolution,
the Company will cease all of its business activities, except as necessary for
the sale of its remaining assets and for the proper winding up of the Company
pursuant to Delaware law. Based on the anticipated value of the Company's assets
and the amounts owed to creditors of the Company, the Company does not believe
it will have any funds or assets available to make distributions to either
preferred or common stockholders.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information
99.1. Pro Forma financial information required by Item 7(b)(1)
of the Current Report on Form 8-K.
(c) Exhibits
99.2 Press Release issued by the Company on December 16, 1998.
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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.
ROSS TECHNOLOGY, INC.
Date: March 8, 1999 By: /s/ CARTER L. GODWIN
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Carter L. Godwin
Chief Accounting Officer
and Corporate Controller
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Exhibit Index
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Exhibit Description
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99.1 Pro Forma financial information required by Item 7(b)(1) of the
Current Report on Form 8-K.
99.2 Press Release issued by the Company on December 16, 1998.
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Exhibit 99-1
PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 15, 1998
(IN THOUSANDS)
(UNAUDITED)
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Pro Forma
September Pro Forma December
28, 1998 Adjustments 15, 1998
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Current assets:
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Cash $ 7,048 $ 5,660 (1) $ (4,270)(2) $ 8,438
Trade accounts receivable 1,668 -- (1,668) --
Receivable from Fujitsu 607 -- (607) --
Inventory 1,930 215 (2,145) --
Other assets 2 -- (2) --
-------- -------- -------- --------
Total current assets 11,255 5,875 (8,692) 8,438
Property and equipment 696 -- (696) --
-------- -------- -------- --------
Total assets $ 11,951 $ 5,875 $ (9,388) $ 8,438
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY IN ASSETS
Current liabilities:
Trade accounts payable $ 619 $ -- $ 5 $ 624
Accrued shutdown costs 3,200 (970) -- $ 2,230
Accrued severance costs 2,420 -- -- $ 2,420
Accrued warranty and inventory costs 1,772 (1,772) -- $ --
Payable to Fujitsu 1,318 (15) -- $ 1,303
Accrued liabilities 1,061 (253) -- $ 808
Notes payable 20,000 -- -- $ 20,000
-------- -------- -------- --------
Total current liabilities $ 30,390 $ (3,010) $ 5 $ 27,385
-------- -------- -------- --------
Stockholders' deficiency in assets (18,439) (6,168)(3) 5,660(4) (18,947)
-------- -------- -------- --------
Total liabilities and stockholders' deficiency in assets $ 11,951 $ (9,178) $ 5,665 $ 8,438
======== ======== ======== ========
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(1) Reflects receipt of $5.66 million from the Sale of Assets.
(2) Reflects payment of all liabilities, including the purchase of $215,000
additional inventory, and remittance of $1.06 million to the Buyer for the
net difference between accounts receivable collected by the Company for
sales made during the second and third quarters of Fiscal 1999 reduced by
the Buyer's obligation to reimburse the Company for all costs incurred by
the Company on behalf of the Buyer from June 29, 1998 through the closing
of the Sale of Assets, December 15, 1998.
(3) Comprised of the write-off of all assets excluding cash and the payment of
$1.06 million discussed above at (2).
(4) Reflects the cash inflows documented above at (1).
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EXHIBIT 99.2
ROSS TECHNOLOGY ANNOUNCES COMPLETION OF SALE OF BRIDGEPOINT
MANUFACTURING OPERATIONS; CERTIFICATE OF DISSOLUTION TO BE FILED
AUSTIN, Texas, December 16, 1998 - ROSS Technology, Inc. (OTC Bulletin
Board: RTEC) announced today that it has completed the sale of its BridgePoint
business unit to BridgePoint Technical Manufacturing Corporation pursuant to the
Asset Purchase Agreement dated as of July 23, 1998 between the Company and
BridgePoint Technical Manufacturing Corporation. The BridgePoint business unit
was formed in the second quarter of 1998 to contain the Company's scaled back
sales, service and operations employees, as well as the inventory related to the
Company's 32-bit products. The purchase price of the BridgePoint sale was $5.66
million in cash, which includes $250,000 that was deposited by BridgePoint in an
escrow account for an indemnification holdback, plus the assumption of certain
liabilities. There was also, at the closing, a net purchase price adjustment
paid to BridgePoint of approximately $1.06 million (subject to post-closing
adjustment) for the proration of certain operating expenses and revenues
reasonably allocable to the BridgePoint business unit as of June 29, 1998
through closing. In addition, the Company paid $1.72 million to BridgePoint in
connection with BridgePoint's assumption of certain warranty repair liabilities
for previous product sales to customers throughout the world.
As previously announced, the Company's Board of Directors has approved
a Plan of Complete Liquidation and Dissolution, pursuant to which the Company
will be liquidated by the sale of all or substantially all of its remaining
assets and payment of claims, obligations and expenses owing to the Company's
creditors. The Plan of Liquidation was approved by the Company's majority
stockholder. The Company expects to file promptly a certificate of dissolution
with the Secretary of State of the State of Delaware. At such time, the
Company's transfer books will be closed and the Company's common and preferred
stock will be treated as no longer being outstanding. Following the filing of
the certificate of dissolution, the Company will cease all of its business
activities, except as necessary for the sale of its remaining assets and for the
proper winding up of the Company pursuant to Delaware law. Based on the
anticipated value of the Company's assets and the amount owed to creditors of
the Company, the Company does not believe it will have any funds or assets
remaining to make distributions to either preferred or common stockholders.
ROSS Overview
ROSS Technology, founded in 1988, is a majority-owned subsidiary of
Fujitsu Limited. A minority position in ROSS is held by Sun Microsystems, Inc.
As of December 1, 1998, the Company's outstanding Common Stock was held 60
percent by Fujitsu, 4 percent by Sun, and 36 percent by employees and the
public.
