-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EUH/z5WjcH4IabtYYZXF/AP644rB2jcwC02z6i/Wvujrf+5+/OaKvprQVUnPk/U9 /kVgQtd36aEfeuBjlB8BVw== 0000891618-99-000161.txt : 19990122 0000891618-99-000161.hdr.sgml : 19990122 ACCESSION NUMBER: 0000891618-99-000161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990106 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISIONEER INC CENTRAL INDEX KEY: 0001002517 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 943156479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27038 FILM NUMBER: 99509283 BUSINESS ADDRESS: STREET 1: 34800 COMPUS DRIVE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 4158126400 MAIL ADDRESS: STREET 1: 2560 W BAYSHORE RD CITY: PALO ALTO STATE: CA ZIP: 94303 8-K 1 FORM 8-K DATED 1/6/99 1 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): January 6, 1999 VISIONEER, INC. (Exact name of Registrant as specified in its charter) DELAWARE 000-27038 94-3156479 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.)
34800 CAMPUS DRIVE FREMONT, CALIFORNIA 94555 (Address of principal executive offices) (Zip code) (510) 608-0300 (Registrant's telephone number, including area code) -1- 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 6, 1999 Visioneer, Inc., a Delaware corporation ("Visioneer"), pursuant to an Asset Purchase Agreement dated December 2, 1998 (the "Agreement") with Primax V Acquisition Corp., a California corporation ("Primax"), and Primax Electronics Ltd., a corporation organized under the laws of Taiwan, and the sole shareholder of Primax ("Primax Parent") transferred all of its current hardware assets, including its desktop and flatbed scanner product lines and related intellectual property, and the "Visioneer" brand name to Primax for an aggregate cash purchase price of $7,045,346.00. Visioneer will retain full rights to use the name as its corporate name until the earlier of (i) one week following the effective time of the merger of ScanSoft, Inc., an indirect wholly owned subsidiary of Xerox Corporation, with and into Visioneer ("the "Merger") or (ii) April 30, 1999. Visioneer expects that the Merger will be consummated by March 1, 1999. As part of the hardware asset sale, Primax assumed all of Visioneer's liabilities relating to the hardware assets, and also assumed Visioneer's obligations under it its building lease in Fremont, California, where Visioneer's current facilities are located. Visioneer's hardware business and the "Visioneer" brand name were valued based on arms-length negotiations between Visioneer and Primax. Three officers of Visioneer, J. Larry Smart, President and Chief Executive Officer and a director, Murray Dennis, Vice President of Sales and Marketing, and Gregory Elder, Controller, have executed employment and non-compete agreements with Primax. Following the closing of the hardware asset sale to Primax on January 6, 1999, Messrs. Dennis and Elder became employed by Primax, and each received a signing bonus paid by Primax equal to six months of their Visioneer salary as part of their new employment compensation package. Each of these employees released Visioneer from its obligations under existing employment agreements with Visioneer. Mr. Smart, however, will not commence full-time employment with Primax until the earliest to occur of (i) the closing of the Merger, (ii) the day on which the merger agreement is terminated by either Visioneer or ScanSoft, or (iii) March 31, 1999. Until such time, Mr. Smart will continue to serve as President and Chief Executive Officer of Visioneer and will render services to Primax on a consulting basis pursuant to a management services agreement between Visioneer, Primax and Mr. Smart. Primax also acquired Visioneer's hardware marketing, sales, operations and quality assurance teams. Visioneer and Primax have also entered into a multi-year software licensing agreement granting Primax certain rights to "bundle," market and sell Visioneer PaperPort software products with Primax's hardware products, including those purchased from Visioneer. Visioneer and Primax also plan to enter into a services agreement pursuant to which Primax will provide to Visioneer certain administrative services to be agreed upon between Primax and Visioneer at Primax's actual cost to enable Visioneer to continue to operate its software business after the closing of the hardware asset sale and for a maximum period of six months following the effective time of the Merger in a manner substantially similar to the manner in which it was operated prior to such closing, which services include office and conference space at Visioneer's current facilities; use of the telephone systems, computer systems and other infrastructure at Visioneer's current facilities; payroll services; accounting services; and customer and technical support services. -2- 3 Primax V Acquisition Corp. is a newly formed wholly-owned subsidiary of Primax Electronics, Ltd. Primax Electronics, Ltd., headquartered in Taiwan, specializes in manufacturing and distributing quality imaging input and output, electronic accessories and home office equipment and is a leading scanner manufacturer worldwide. It was founded in 1984 and has manufacturing sites in Taiwan and China, research and development operations in Taiwan and China, sales and marketing offices in Japan, Europe, US and Hong Kong. Primax Electronics, Ltd. employs over 4,700 people worldwide and is listed on the Taiwan Stock Exchange. Visioneer and Primax Electronics, Ltd. were parties to a manufacturing agreement pursuant to which Primax Electronics, Ltd. became the principal manufacturer of Visioneer's desktop and flatbed scanner products commencing in the second fiscal quarter of 1998. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Pro Forma Financial Information. Introduction to Unaudited Pro Forma Financial Information The following pro forma financial statements are attached to and filed with this report: Unaudited pro forma condensed balance sheet of Visioneer, Inc. as of September 30, 1998 and unaudited pro forma condensed statements of operations for the nine months ended September 30, 1998 and the year ended December 31, 1997. (c) Exhibits. 10.35(1) Asset Purchase Agreement dated December 2, 1998 between the Registrant and Primax V Acquisition Corp., and the Waiver of Closing Condition and Amendment to Asset Purchase Agreement dated December 2, 1998 between the Registrant, Primax V Acquisition Corp. and Primax Electronics Ltd. 10.36(1) Consent to Assignment of Standard Sublease dated as of November 24, 1998 between the Registrant and Primax V Acquisition Corp. 10.37(1) Consent to Assignment dated November 12, 1998 between the Registrant and John Arrillaga, Survivor's Trust and the Richard T. Perry Separate Property Trust. 10.38(1)* Management Services Agreement between the Registrant, Primax Acquisition Corp., Primax Electronics Ltd. and J. Larry Smart dated December 2, 1998. -3- 4 (1) Incorporated by reference from the Registrant's Registration Statement on Form S-4 (No. 333-70603) filed with the Commission on January 14, 1999. * Management compensatory plan or arrangement. -4- 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VISIONEER, INC. (Registrant) Date: January 21, 1999 By: /s/ Richard M. Brenner ------------------------------------ Richard M. Brenner Chief Financial Officer -5- 6 PRO FORMA FINANCIAL INFORMATION UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION The following unaudited pro forma condensed financial statements give effect to the sale of the hardware assets of Visioneer to Primax, one of Visioneer's primary manufacturing partners. The sale will be recorded by Visioneer as the sale of certain assets and liabilities, since the hardware business does not qualify as a discontinued operation in accordance with APB Opinion No. 30, "Reporting the Results of Operations." The unaudited pro forma condensed financial statements are based upon the historical financial information of Visioneer and an allocation of the hardware business utilizing the allocation methodology summarized in the Notes to Unaudited Pro Forma Condensed Financial Statements. The unaudited pro forma condensed balance sheet assumes that the sale of the hardware business took place on September 30, 1998. The unaudited pro forma condensed statements of operations for the twelve months ended December 31, 1997 and the nine months ended September 30, 1998 assume the sale took place as of January 1, 1997, except that the nonrecurring gain on the sale has been excluded. The unaudited pro forma condensed financial statements are based on the estimates and assumptions set forth in the notes to such statements. The allocations have been made in connection with the development of the pro forma information for illustrative purposes to comply with the disclosure requirements of the Securities and Exchange Commission (the "Commission"). The unaudited pro forma condensed financial statements do not purport to be indicative of the results of operations for future periods or the financial position or results that would have been realized had the hardware net assets been sold at the beginning of these periods or as of September 30, 1998. These unaudited pro forma condensed financial statements should be read in conjunction with the historical financial statements of Visioneer and related notes thereto included in Visioneer's December 31, 1997 Annual Report on Form 10-K and September 30, 1998 Quarterly Report on Form 10-Q previously filed with the Commission. -6- 7 UNAUDITED PRO FORMA CONDENSED BALANCE SHEET SEPTEMBER 30, 1998 (IN THOUSANDS)
VISIONEER HARDWARE VISIONEER PRO FORMA VISIONEER BUSINESS ADJUSTED ADJUSTMENTS PRO FORMA ----------- ---------- ---------- ----------- --------- ASSETS Current Assets: Cash and cash equivalents ... $12,823 $ 4,170(a) $16,993 $(7,372)(c) 9,621 Short-term investments ...... 201 -- 201 201 Accounts receivable, net .... 11,559 (9,545) 2,014 2,014 Inventory ................... 6,466 (6,217) 249 249 Prepaid expenses and other current assets ............ 605 (296) 309 309 ------- -------- ------- ------- ------- 31,654 (11,888) 19,766 (7,372) 12,394 Property and equipment, net ... 1,191 (1,191) -- -- Other noncurrent assets ....... 65 (65) -- -- ------- -------- ------- ------- ------- $32,910 $(13,144) $19,766 $(7,372) $12,394 ======= ======== ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term bank borrowings .. $ 7,372 $ -- $ 7,372 $(7,372)(c) $ -- Accounts payable ............ 11,869 (11,500) 369 -- 369 Other accrued liabilities ... 4,360 (2,653) 1,707 600(b) 2,307 ------- -------- ------- ------- ------- 23,601 (14,153) 9,448 (6,772) 2,676 ------- -------- ------- ------- ------- Long-term liability ........... 91 (91) -- -- -- ------- -------- ------- ------- ------- Stockholders' equity .......... 9,218 1,100(a) 10,318 (600)(b) 9,718 ------- -------- ------- ------- ------- $32,910 $(13,144) $19,766 (7,372) $12,394 ======= ======== ======= ======= =======
See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements. -7- 8 UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1997 (IN THOUSANDS, EXCEPT PER SHARE DATA)
VISIONEER HARDWARE VISIONEER VISIONEER BUSINESS(3) ADJUSTED --------- ----------- --------- Revenues: Product revenues........................ $ 50,523 $ 41,489 $ 9,034 Royalty and development revenues........ 7,100 - 7,100 -------- -------- -------- Total net revenues.................... 57,623 41,489 16,134 -------- -------- -------- Cost of revenues: Cost of product revenues................ 49,838 46,711 3,127 Cost of royalty and development revenues 887 - 887 -------- -------- -------- Total cost of revenues................ 50,725 46,711 4,014 -------- -------- -------- Gross profit.............................. 6,898 (5,222) 12,120 -------- -------- -------- Operating expenses: Research and development................ 8,115 1,988 6,127 Selling, general and administrative..... 22,428 16,773 5,655 Non-recurring items..................... 675 675 - -------- -------- -------- Total operating expenses.............. 31,218 19,436 11,782 -------- -------- -------- Operating income (loss)................... (24,320) (24,658) 338 Other income, net......................... 984 827 157 Interest expense.......................... (44) (37) (7) -------- -------- -------- Net loss.................................. $(23,380) $(23,868) $ 488 ======== ======== ========= Net income (loss) per share: Basic................................... $(1.20) $(1.23) $0.03 Diluted................................. $(1.20) $(1.23) $0.02 Weighted average common and common equivalent shares outstanding: Basic................................... 19,450 19,450 19,450 Diluted................................. 19,450 19,450 19,651
See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements. -8- 9 UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 1998 (IN THOUSANDS, EXCEPT PER SHARE DATA)
VISIONEER HARDWARE VISIONEER VISIONEER BUSINESS ADJUSTED --------- --------- --------- Revenues: Product revenues........................ $56,089 $49,150 $ 6,939 Royalty and development revenues........ 3,390 - 3,390 ------- ------- ------- Total net revenues.................... 59,479 49,150 10,329 ------- ------- ------- Cost of revenues: Cost of product revenues................ 43,634 41,337 2,297 Cost of royalty and development revenues 498 - 498 ------- ------- ------- Total cost of revenues................ 44,132 41,337 2,795 ------- ------- ------- Gross profit.............................. 15,347 7,813 7,534 ------- ------- ------- Operating expenses: Research and development................ 3,486 580 2,906 Selling, general and administrative..... 14,209 11,684 2,525 ------- ------- ------- Total operating expenses.............. 17,695 12,264 5,431 ------- ------- ------- Operating income (loss)................... (2,348) (4,451) 2,103 Other income (expense), net............... 565 475 90 Interest expense.......................... (328) (276) (52) ------- ------- ------- Net income (loss)......................... $(2,111) $(4,252) $2,141 ======= ======= ====== Net income (loss) per share: Basic................................... $(0.11) $(0.22) $0.11 Diluted................................. $(0.11) $(0.22) $0.11 Weighted average common and common equivalent shares outstanding: Basic................................... 19,689 19,689 19,689 Diluted................................. 19,689 19,689 19,818
See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements. -9- 10 NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS 1. THE TRANSACTION The pro forma condensed financial statements reflect the sale of the hardware assets of Visioneer to Primax, one of Visioneer's primary manufacturing partners, for the net book value of these assets plus approximately $1.1 million. 2. UNAUDITED PRO FORMA CONDENSED BALANCE SHEET The following adjustments were applied to the historical balance sheet of Visioneer at September 30, 1998 to arrive at the pro forma condensed balance sheet: (a) To reflect the cash received from the sale of the hardware business, which is equal to the book value of the hardware business net assets plus $1.1 million. (b) To record the estimated transaction costs related to the sale. Estimated costs include all costs directly incurred as a result of the sale agreement including, but not limited to, accountants and attorney fees and other related costs. (c) To record payment of outstanding short-term bank borrowings. 3. UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS Management of Visioneer has allocated the financial activity of Visioneer in the Unaudited Pro Forma Condensed Statement of Operations for 1997 and the nine months ended September 30, 1998 between the hardware and software components of its business. These allocations have been made by Visioneer management based upon actual revenues or costs incurred to the extent practical, and reasonable estimations made by Visioneer management when actual identification was not possible. The allocation of net revenues and cost of revenues has been based primarily on specific identification of hardware and software revenues and related costs incurred and on specific identification of royalty and development revenues. Employees performing research and development activities are dedicated primarily to either hardware or software development and therefore such costs have been allocated primarily based on the number of individuals involved in hardware or software development. Sales and marketing costs have been allocated based primarily on the number of individuals involved in hardware or software related activities. General and administrative costs have been allocated based by management on the relative revenues of the hardware and software components of the business. The one time gain on the sale of the hardware assets has been excluded from the unaudited pro forma condensed statement of operations because of its nonrecurring nature. -10- 11 INDEX TO EXHIBITS
Exhibit Number Description ------- ----------- 10.35(1) Asset Purchase Agreement dated December 2, 1998 between the Registrant and Primax V Acquisition Corp., and the Waiver of Closing Condition and Amendment to Asset Purchase Agreement dated December 2, 1998 between the Registrant, Primax V Acquisition Corp., and Primax Electronics Ltd. 10.36(1) Consent to Assignment of Standard Sublease dated as of November 24, 1998 between the Registrant and Primax V Acquisition Corp. 10.37(1) Consent to Assignment dated November 12, 1998 between the Registrant and John Arrillaga, Survivor's Trust and the Richard T. Perry Separate Property Trust. 10.38(1)* Management Services Agreement between the Registrant, Primax Acquisition Corp., Primax Electronics Ltd. and J. Larry Smart dated December 2, 1998.
---------------- (1) Incorporated by reference from the Registrant's Registration Statement on Form S-4 (No. 333-70603) filed with the Commission on January 14, 1999. * Management compensatory plan or arrangement. -11- -----END PRIVACY-ENHANCED MESSAGE-----