UNITED STATES
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): March 26, 2002
NETWORK COMPUTING DEVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 0-20124 |
| 77-0177255 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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301 Ravendale Drive |
Mountain View, California 94043 |
(Address of principal executive offices) (Zip Code) |
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Registrant’s telephone number, including area code (650) 694-0650 |
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(Former name or former address, if changed since last report) |
This Form 8-K/A amends the Current Report on Form 8-K filed on April 10, 2002 to file the Pro Forma Financial Information identified in Item 7(b) below.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Unaudited consolidated pro forma financial statements of Network Computing Devices, Inc., giving effect to disposition of its ThinSTAR Windows-based terminal product line to Neoware Systems, Inc., prepared pursuant to Article 11 of Regulation S-X and filed in accordance with Item 7(b)(1) of Form 8-K.
NETWORK COMPUTING DEVICES, INC.
PRO FORMA CONSOLIDATED RESULTS OF OPERATIONS
For the Year Ended December 31, 2001
(in thousands, except per share amounts)
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| Unaudited |
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| Reported |
| Adjustments |
| Proforma |
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Total net revenues |
| $ | 36,478 |
| $ | (7,612 | ) | $ | 28,866 |
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Total cost of revenues |
| 25,857 |
| (7,132 | ) | 18,725 |
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Gross profit |
| 10,621 |
| (480 | ) | 10,141 |
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Total operating expenses |
| 19,140 |
| (2,900 | ) | 16,240 |
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Operating loss |
| (8,519 | ) | 2,420 |
| (6,099 | ) | |||
Loss before income taxes |
| (9,674 | ) | 3,113 |
| (6,561 | ) | |||
Net loss |
| $ | (9,696 | ) | $ | 3,113 |
| $ | (6,583 | ) |
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Basic and diluted earnings per share: |
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Net loss per share |
| $ | (0.55 | ) | $ | 0.18 |
| $ | (0.37 | ) |
Weighted average shares used in per share computations |
| 17,613 |
| N/A |
| 17,613 |
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The Pro Forma Results of Operations assumes that the transaction with Neoware Systems, Inc. occurred at the beginning of 2001 and the option to acquire NCD’s European operations was not exercised. As a result of the transaction, the Company will recognize a gain of approximately $3.5 million. This gain is not reflected in the above pro forma disclosure.
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PRO FORMA CONSOLIDATED BALANCE SHEET
(in thousands)
December 31, 2001
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| Unaudited |
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| Reported |
| Sale |
| Adjustments |
| Proforma |
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Assets: |
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Cash |
| $ | 484 |
| $ | — |
| $ | — |
| $ | 484 |
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Accounts receivable, net |
| 7,298 |
| 300 |
| (2,500 | ) | 5,098 |
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Inventory, net |
| 4,930 |
| — |
| (2,000 | ) | 2,930 |
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Other assets |
| 3,355 |
| — |
| — |
| 3,355 |
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Total assets |
| $ | 16,067 |
| $ | 300 |
| $ | (4,500 | ) | $ | 11,867 |
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Liabilities and Shareholders’ Equity: |
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Notes payable |
| $ | 6,506 |
| $ | (1,700 | ) | $ | — |
| $ | 4,806 |
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Other Current liabilities |
| 9,484 |
| (1,500 | ) | — |
| 7,984 |
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Total shareholders’ equity |
| 77 |
| 3,500 |
| (4,500 | ) | (923 | ) | ||||
Total liabilities and shareholders’ equity |
| $ | 16,067 |
| $ | 300 |
| $ | (4,500 | ) | $ | 11,867 |
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The Pro Forma Balance Sheet assumes the sale of the ThinSTAR product line would affect accounts receivable, inventories and accounts payable (Adjustments). In connection with the sale, the Company expects to liquidate approximately $4.5 million of inventory and accounts receivable held in connection with the ThinSTAR product line at their book values on December 31, 2001. The pro forma adjustments also reflect the use by the Company of net proceeds of approximately $3.2 million to pay down bank debt and accounts payable.
(c) Exhibits.
Exhibit No. |
| Description |
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2.1* |
| Asset Purchase Agreement dated as of March 22, 2002 by and between Network Computing Devices, Inc. and Neoware Systems, Inc. | |
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99.1* |
| Press release dated March 22, 2002 | |
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99.2* |
| Press release dated March 27, 2002. |
* Previously filed.
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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 hereunto duly authorized.
| NETWORK COMPUTING DEVICES, INC. | ||
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Date: April 30, 2002 | By: | /s/ Rudolph G. Morin |
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| Name: Rudolph G. Morin | |
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| Title: Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
| Description |
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2.1* |
| Asset Purchase Agreement dated as of March 22, 2002 by and between Network Computing Devices, Inc. and Neoware Systems, Inc. | |
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99.1* |
| Press release dated March 22, 2002 | |
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99.2* |
| Press release dated March 27, 2002. |
* Previously filed
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