-----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, CUybpDmDqZHzBtNG4INhZkmxlxGOxfbApthuv2iIZSJpYRCCMY+Hp2Aj0z8OCGWy CoNoUe0GxgOAe5Z3fbtYXw== 0000950135-97-003913.txt : 19970927 0000950135-97-003913.hdr.sgml : 19970927 ACCESSION NUMBER: 0000950135-97-003913 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970919 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKTROUT TECHNOLOGY INC CENTRAL INDEX KEY: 0000754516 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 042814792 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-20698 FILM NUMBER: 97682969 BUSINESS ADDRESS: STREET 1: 410 FIRST AVE CITY: NEEDHAM STATE: MA ZIP: 02194 BUSINESS PHONE: 6174494100 MAIL ADDRESS: STREET 2: 410 FIRST CITY: NEEDHAM STATE: MA ZIP: 02194 8-K/A 1 BROOKTROUT TECHNOLOGY 8-K AMENDMENT NO. 2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM 8-K/A-2 (Amendment No. 2) 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 30, 1997 BROOKTROUT TECHNOLOGY, INC. (Exact name of Registrant as specified in charter) MASSACHUSETTS 0-20698 04-2814792 --------------------------------------------------------------------------------------------------- (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification no.)
410 FIRST AVENUE, NEEDHAM, MA 02194 ----------------------------------- (Address of principal executive offices) (Zip Code) (781) 449-4100 -------------- (Registrant's telephone number, including area code) 2 TABLE OF CONTENTS
Page ---- Item 2. Acquisition of Assets 1 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits 1 Signature 2 Financial Information Condensed Consolidated Financial Statements of Business Acquired Unaudited Condensed Consolidated Statements of Income of Netaccess, Inc. for the Nine Months Ended June 30, 1997 and June 30, 1996 F-1 Unaudited Condensed Consolidated Statements of Cash Flows of Netaccess, Inc. for the Nine Months Ended June 30, 1997 and June 30, 1996 F-2 Notes to Unaudited Condensed Consolidated Financial Statements F-3 Pro Forma Financial Information Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1996 P-1
3 Item 2. ACQUISITION OF ASSETS On June 30, 1997, Brooktrout Technology, Inc. (the "Registrant") entered into and closed a definitive agreement to acquire substantially all of the assets and assume certain specific liabilities of Netaccess, Inc., a Delaware corporation ("Netaccess"), for approximately $11 million in cash. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS The financial statements listed below and included herein supplement and, to the extent previously filed, replace the financial statements previously filed with the Registrant's Form 8-K/A filed on September 15, 1997. The financial statements, as required by Item 7, are herein provided for Netaccess, Inc. Netaccess, Inc. was acquired by the Company on June 30, 1997, as described in the Company's Form 8-K dated July 15, 1997, which is hereby incorporated by reference. Audited financial statements of Netaccess, Inc. as of and for the year ended September 30, 1996 were previously provided in the Company's Form 8-K/A dated September 15, 1997, which is incorporated herein by reference. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Condensed Consolidated Statements of Income of Netaccess for the Nine Months Ended June 30, 1997 and June 30, 1996. Condensed Consolidated Statements of Cash Flows of Netaccess for the Nine Months Ended June 30, 1997 and June 30, 1996. Notes to Unaudited Condensed Consolidated Financial Statements. (b) PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial statement is filed with this report: Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1996 A pro forma condensed consolidated balance sheet is not required as the transactions noted above are reflected in the balance sheet filed in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. (c) EXHIBITS. None. 1 4 SIGNATURE 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 thereunto duly authorized. BROOKTROUT TECHNOLOGY, INC. Date: September 19, 1997 By: /s/ Robert C. Leahy -------------------------------------- Robert C. Leahy Vice President of Finance and Operations and Treasurer (Principal Financial and Accounting Officer) 2 5 NETACCESS, INC. Unaudited Condensed Consolidated Statements of Operations (In thousands, except per share data)
Nine Months Ended June 30, -------------------------- 1997 1996 -------- -------- REVENUE ........................................... $13,618 $17,271 Cost and expenses: Cost of product sold ............................ 8,607 9,098 Research and development ........................ 2,368 2,383 Selling, general and administrative ............. 4,314 4,956 ------- ------- Total cost and expenses ..................... 15,289 16,437 ------- ------- INCOME (LOSS) FROM OPERATIONS ..................... (1,671) 834 Interest expense, net ............................. (3) (9) ------- ------- Income (loss) before income tax provision (benefit) ....................................... (1,674) 825 Income tax provision (benefit) .................... (492) 264 ------- ------- NET INCOME (LOSS) ................................. $(1,182) $ 561 ======= =======
See notes to condensed consolidated financial statements. F-1 6 NETACCESS, INC. Unaudited Condensed Consolidated Statements of Cash Flows (In thousands)
Nine Months Ended June 30, ----------------------- 1997 1996 -------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ......................................... $(1,182) $ 561 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization ........................ 599 328 Increase (decrease) in cash from: Accounts receivable .............................. 2,683 (4,496) Inventory ........................................ 491 (1,374) Other current assets ............................. 3,502 1,234 Accounts payable and accrued expenses ............ (1,228) (674) ------- ------- Cash provided by (used in) operating activities ................................... 4,865 (4,421) CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures for equipment and furniture .................. (637) (246) ------- ------- Cash provided by (used in) investing activities ................................... (637) (246) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Due to/from Xircom, Inc. .................................. (4,026) 4,080 ------- ------- Cash provided by (used in) financing activities ................................... (4,026) 4,080 ------- ------- INCREASE (DECREASE) IN CASH AND EQUIVALENTS .................... 202 (587) CASH AND EQUIVALENTS, BEGINNING OF PERIOD ...................... 127 615 ------- ------- CASH AND EQUIVALENTS, END OF PERIOD ............................ $ 329 $ 28 ======= =======
See notes to condensed consolidated financial statements. F-2 7 NETACCESS, INC. Notes to Unaudited Condensed Consolidated Financial Statements 1. Basis of Presentation On June 30, 1997, Netaccess, Inc. (the "Company") was acquired by Brooktrout Technology, Inc. ("Brooktrout"), which was accounted for under the purchase method of accounting. The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles and should be read in conjunction with the audited consolidated financial statements incorporated by reference in or included in Brooktrout's Form 8-K/A filed September 15, 1997. In the opinion of management, the accompanying unaudited condensed financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results which could be expected for the full year. An unaudited condensed balance sheet has not been provided, as the balances of the Company are included in the unaudited condensed consolidated balance sheet of Brooktrout, presented in Brooktrout's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. F-3 8 UNAUDITED PRO FORMA CONDENSED COMBINING INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1996 (IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro forma ---------------------------- Brooktrout Netaccess Adjustments Combined ---------- --------- ----------- -------- Revenue $58,827 $26,116 $84,943 Cost and expenses: Cost of product sold 26,059 14,865 $ 303 (3)(4) 41,227 Research and development 7,175 3,337 10,512 Selling, general and administrative 13,666 6,772 20,438 Acquisition related costs 1,236 1,236 Write-off of goodwill and other intangible assets -- 4,338 (4,338)(6) -- ------- ------- ------- ------- Total cost and expenses 48,136 29,312 (4,035) 73,413 Income (loss) from operations 10,691 (3,196) 4,035 11,530 Other income: 1,282 6 1,288 ------- ------- ------- ------- Income (loss) before income tax provision (benefit) 11,973 (3,190) 4,035 12,818 Income tax provision (benefit) 5,108 (77) 404 (5) 5,435 ------- ------- ------- ------- Net income (loss) $ 6,865 ($3,113) $ 3.631 $ 7,383 ======= ======= ======= ======= Income per common share $ 0.63 $ 0.68 ======= ======= Weighted average number of common and common equivalent shares outstanding 10,901 10,901 ======= =======
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