-----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, WzH/mpc++/zxg9KnmEf9wWJ8r6YiMTfFrFp6lKst49Rxxn4eTzKM3v+NycWHvwMR CCiyVyuaBq8R1gU4SCrtnw== 0000829323-04-000106.txt : 20041108 0000829323-04-000106.hdr.sgml : 20041108 20041108171620 ACCESSION NUMBER: 0000829323-04-000106 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040819 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041108 DATE AS OF CHANGE: 20041108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CGI HOLDING CORP CENTRAL INDEX KEY: 0000829323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 870450450 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-19980-D FILM NUMBER: 041126644 BUSINESS ADDRESS: STREET 1: 300 N MANNHEIM CITY: HILLSIDE STATE: IL ZIP: 60162 BUSINESS PHONE: 7083570900 MAIL ADDRESS: STREET 1: 300 N MANNHEIM CITY: HILLSIDE STATE: IL ZIP: 60162 FORMER COMPANY: FORMER CONFORMED NAME: GEMSTAR ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTH STAR PETROLEUM INC DATE OF NAME CHANGE: 19900530 8-K/A 1 cgi8kawebcapades.txt AMENDED 8-K FOR WEBCAPADES, INC. ACQUISITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Second Amendment CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 19, 2004 --------------------------------- (Date of earliest event reported) CGI HOLDING CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 33-19980-D ------------------------------- ---------------------- (State or other jurisdiction of (Commission File No.) incorporation) 87-0450450 --------------------------------- (IRS Employer Identification No.) 100 North Waukegan Road Suite 100 Lake Bluff, Illinois 60044 ----------------------------------------- (Address of Principal Executive Offices) (847) 615-2890 --------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) CGI Holding Corporation, a Nevada corporation (the "Company") is filing this Current Report on Form 8-K/A in order to amend its amended Form 8-K/A filed on November 4, 2004 (SEC File No. 33-19980-D), and incorporated herein by reference, to provide a correction to certain financial information provided with respect to the acquisition of WebCapades, Inc. Included in this report is the corrected pro forma statement of profit and loss for the six month period ended June 30, 2004. There was a typographical error in the total column on the sales line. This number was incorrectly reported as $1,664,153 while the total of the sales should have been $11,664,153. Item 9.01 of this Current Report on Form 8-K/A contains the corrected supplemental financial information. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Pro Forma Financial Information. Attached hereto is the corrected pro forma statement of profit and loss for the six month period ended June 30, 2004. There was a typographical error in the total column on the sales line. This number was incorrectly reported as $1,664,153 while the total of the sales should have been $11,664,153. This Current Report on Form 8-K/A and attachments hereto contain forward-looking statements. These statements reflect our current understanding with respect to planned future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward looking statements represent our estimates and assumptions only as of the date of this report, and we do not assume any obligation to update any of these statements. 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. Dated: November 8, 2004 CGI HOLDING CORPORATION. By: /s/ Gerard M. Jacobs ------------------------------------------------- Name: Gerard M. Jacobs Title: President and Chief Executive Officer (b) PRO FORMA FINANCIAL INFORMATION. CGI HOLDING CORPORATION, INC. PRO FORMA STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 Pro Forma Total CGI WebCapades Adjustments ---------- ----------- ------------ ---------- SALES 8,399,436 3,264,717 11,664,153 COST OF GOODS SOLD 3,524,562 825,528 4,350,090 ---------- ----------- ------------ ---------- GROSS PROFIT 4,874,874 2,439,189 7,314,063 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,776,853 915,072 A 91,483 3,783,408 ---------- ----------- ------------ ---------- INCOME FROM OPERATIONS 2,098,021 1,524,117 (91,483) 3,530,655 ---------- ----------- ------------ ---------- OTHER INCOME (EXPENSES) Impairment of Assets (50,000) - (50,000) Other Income(Expense) 112,905 10,978 123,883 Interest Income 256 - 256 Interest Expense (28,100) - (28,100) ---------- ----------- ------------ ---------- TOTAL OTHER INCOME (EXPENSE) 35,061 10,978 46,039 ---------- ----------- ------------ ---------- INCOME BEFORE INCOME TAX PROVISION 2,133,082 1,535,095 (91,483) 3,576,694 TOTAL INCOME TAX PROVISION 707,611 - B 577,656 1,285,267 ---------- ----------- ------------ ---------- NET INCOME FROM CONTINUING OPERATIONS 1,425,471 1,535,095 (669,139) 2,291,427 ========== =========== ============ ========== BASIC NET INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS $0.09 =========== BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 25,991,586 =========== FULLY DILUTED NET INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS $0.07 =========== FULLY DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 31,613,678 =========== PRO FORMA ADJUSTMENTS Note A - Intangible Asset Amortization This adjustment reflects the amount of amortization that would have been recognized from the acquired intangible assets during the period reflected. Note B - Income Tax Adjustment This adjustment reflects the estimated combined income tax affect that would have been recognized using applicable state and federal tax rates in effect during the periods presented. -----END PRIVACY-ENHANCED MESSAGE-----