SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of report: March 16, 1999
Lotus Pacific, Inc.
(Exact name of registrant as specified in its charter)
Delaware
State of Organization
000-24999
Commission File Number
52-1947160
Employer Identification Number
200 Centennial Avenue, Suite 201, Piscataway, New Jersey 08854
Address of Principal Executive Office
(732) 885-1750
Registrant's Telephone Number, Including Area Code
Item 2. Acquisition or Disposition of Assets
Registrant and TurboNet Communications, a California corporation ("TurboNet"),
entered into an Acquisition Agreement dated March 15, 1999 and an Addendum to
Acquisition Agreement dated March 31, 1999 (together, the "TurboNet
Agreement"). Registrant, TurboNet and the existing shareholders of TurboNet
(the "Prior Shareholders") entered into a Share Exchange Agreement dated
March 15, 1999 (the "Exchange Agreement"). Pursuant to the TurboNet Agreement
and the Exchange Agreement, Registrant (i) on March 15, 1999, acquired
20,676,316 shares of the common stock of TurboNet representing an 81% equity
interest in TurboNet and (ii) on April 5, 1999, issued to the Prior
Shareholders 11,091,395 shares of Registrant's common stock valued at
$80,000,000. Pursuant to the TurboNet Agreement, Registrant also agreed to
provide TurboNet with $20,000,000 in cash as working capital. Pursuant to the
Share Exchange Agreement, the Prior Shareholders agreed that the shares issued
to them by Registrant are prohibited from being sold, in whole or in part,
until TurboNet's annual gross revenue exceeds $30,000,000 with a before-tax
annual net profit of not less than $6,000,000.
TurboNet is a developer of cable modem technologies and products, including
DOCSIS compliant cable modem chipsets, TurboPort-MCNS cable network module,
MCNS cable data bridge, and internal and external cable modems. TurboNet also
provides cable modems and infrastructure on an OEM basis.
On March 15, 1999, Registrant and the existing shareholders of Arescom Inc.,
a California corporation ("Arescom"), entered into a Share Exchange Agreement
(the "Arescom Agreement"). Pursuant to the Arescom Agreement, Registrant
(i) on March 15, 1999, acquired 142,673,690 shares of the common stock of
Arescom representing an 81% equity interest in Arescom and (ii) on June 8,
1999, issued to the existing shareholders of Arescom 4,159,274 shares of
Registrant's common stock valued at $30,000,000. Pursuant to the Arescom
Agreement, Registrant also agreed to provide Arescom with $10,000,000 in cash
as working capital, and Arescom's existing shareholders agreed not to sell the
shares issued by to them by Registrant until Arescom's annual gross revenue
exceeds $15,000,000 with a before-tax annual net profit of not less than
$3,000,000.
Arescom designs, manufactures and markets inter-networking router equipment
for PSTN, ISDN, xDSL and Ethernet environments. Arescom provides users with
a broad range of remote access products that integrate voice and data along
with Intelligent GUI and 100% remote management tools for set-up and network
management. Arescom has established partners and channels throughout the world
to develop and market its router products for vertical and mass communication
markets. Its customers include ISPs, re-sellers and system integrators in
North America.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of the Businesses Acquired
Financial statements of the businesses acquired are attached hereto as
Exhibit 99.1 and Exhibit 99.2.
(b) Pro Forma Financial Information
Pro forma financial statements of the Registrant reflecting the
acquisitions are attached hereto as Exhibit 99.3.
(c) Exhibits
2.1 Acquisition Agreement by and between Registrant and TurboNet
Communications dated March 15, 1999.
2.2 Addendum to Acquisition Agreement by and between Registrant and
TurboNet Communications dated March 31, 1999.
2.3 Share Exchange Agreement by and between Registrant, TurboNet
Communications and the Shareholders of TurboNet Communications
dated March 15, 1999.
2.4 Share Exchange Agreement by and between Registrant and the
Shareholders of Arescom Inc. dated March 15, 1999.
99.1 Audited Financial Statements of Arescom Inc. for the Year Ended
June 30, 1997.
99.2 Audited Financial Statements of Arescom Inc. for the Year Ended
June 30, 1998.
99.3 Audited Financial Statements of Arescom Inc. for the Nine Months
Ended June 30, 1999.
99.4 Audited Financial Statements of TurboNet Communications for the
Nine Months Ended March 31, 1999 and for the Years Ended June 30,
1998 and 1997.
99.5 Pro Forma Condensed Consolidated Balance Sheet of Registrant as of
March 31, 1999 and Pro Forma Condensed Consolidated Statement of
Operations of Registrant for the Nine Months Ended March 31, 1999.
Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant had duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
LOTUS PACIFIC, INC.
Date: January 28, 2000
By: /s/ Jeremy Wang
---------------------------
Jeremy Wang, President
EXHIBIT INDEX
Exhibit No. Description
- ---------- --------------------------------------------------------
2.1 Acquisition Agreement by and between Registrant and TurboNet
Communications dated March 15, 1999.
2.2 Addendum to Acquisition Agreement by and between Registrant and
TurboNet Communications dated March 31, 1999.
2.3 Share Exchange Agreement by and between Registrant, TurboNet
Communications and the Shareholders of TurboNet Communications
dated March 15, 1999.
2.4 Share Exchange Agreement by and between Registrant and the
Shareholders of Arescom Inc. dated March 15, 1999.
99.1 Audited Financial Statements of Arescom Inc. for the Year Ended
June 30, 1997.
99.2 Audited Financial Statements of Arescom Inc. for the Year Ended
June 30, 1998.
99.3 Audited Financial Statements of Arescom Inc. for the Nine Months
Ended June 30, 1999.
99.4 Audited Financial Statements of TurboNet Communications for the
Nine Months Ended March 31, 1999 and for the Years Ended June 30,
1998 and 1997.
99.5 Pro Forma Condensed Consolidated Balance Sheet of Registrant as of
March 31, 1999 and Pro Forma Condensed Consolidated Statement of
Operations of Registrant for the Nine Months Ended March 31, 1999.