SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities and Exchange Act
of 1934
Date of Report (Date of earliest event reported) :June 27, 1994
SHARED TECHNOLOGIES INC.
========================
DELAWARE 0-17366 87-0424558 .
(State of other (Commission (I.R.S. Employer
jurisdiction of File Number Identification No.)
incorporation)
100 Great Meadow Road, Suite 104
Wethersfield, CT 06109 .
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 258-2400
Total number of sequentially numbered paged in this filing, including
exhibits hereto: 7
Item 7
FINANCIAL STATEMENTS AND EXHIBITS
=================================
(b) Pro Forma Financial Information
Amend Item 7.(b) Pro Forma Financial Information by deleting such item
in its entirety and substituting the following:
Unaudited Pro Forma Financial Information
for Shared Technologies Inc. filed as part of this report: Page
Summary of Pro Forma Consolidated Statements of Operations 3
Pro Forma Consolidated statement of Operations for the year
ended December 31, 1993 4
Pro Forma Consolidated Statement of Operations for the six
months ended June 30, 1994 5
Notes to Pro Forma Consolidated Statements of Operations 6
Shared Technologies Inc.
Pro Forma Statements of Operations
On June 27, 1994, Shared Technologies Inc., ("STI" or the "Company"),
completed its previously announced acquisition of the partnership
interests of Access Telecommunication Group, L.P. ("Access") for
$9,000,000, subject to certain post-closing adjustments. The $9,000,000
includes $4,000,000, paid at closing with the proceeds from the private
placement sale of approximately 1,062,000 shares of the Company's Common
Stock, and the issuance to the sellers of 400,000 shares of Series E
preferred stock valued at $3.75 per share and 700,000 shares of Series F
preferred stock valued at $5.00 per share.
The following unaudited pro forma consolidated statements of operations
for the year ended December 31, 1993 and the six months ended June 30,
1994 reflect the pro forma results of operations of Shared Technologies
Inc. (STI) after giving effect to the acquisition of Access. The
unaudited pro forma consolidated statements of operations should be read
in conjunction with the consolidated financial statements of Access and
STI and the related notes thereto. A pro forma consolidated balance
sheet is not included herein since the assets and liabilities of Access
are included in the June 30, 1994 consolidated balance sheet of STI
included in STI's June 30, 1994 report on Form 10-Q.
Shared Technologies Inc.
Pro Forma Consolidates Statement of Operations
For the Year Ended December 31, 1993
(Unaudited)
Access
Shared Telecom- Pro Forma Pro Forma
Technologies munications Adjustment Consolidate
Inc. Group, L.P. s d
=========== ============ ========== ===========
Revenue $25,425,806 $18,660,506 - $44,086,312
Cost of Revenue 14,514,043 14,271,884 112,000 28,897,927
----------- ---------- -------- --------
Gross Margin 10,911,763 4,388,622 (112,000) 15,188,385
-------- ---------- -------- --------
Selling, General 444,469 14,643,218
& Administrative
Expenses 9,981,938 4,216,811
Operating Income 929,825 171,811 (556,469) 545,167
(Loss) ------- -------- -------- -------
Other Expenses, (519,604) (41,301) - (560,905)
net -------- -------- --------
Income before $130,510 (556,469) (15,738)
Extraordinary 410,221 -------- -------- --------
Item --------
Extraordinary (150,000) - - (150,000)
Item --------- --------
Net Income 260,221 $130,510 (556,469) (165,738)
Preferred Stock (344,650) - (120,000) (464,650)
Dividends -------- -------- -------- --------
Net Income $130,510 ($676,469) ($630,388)
(Loss) ======== ========= =========
Applicable to ($84,429)
Common Stock ========
Net Loss per ($0.02) ($0.09)
Common Share ======== =======
Weighted Average 5,132,296 7,294,329
Shares ========= =========
Outstanding
/TABLE
Shared Technologies Inc.
Pro Forma Consolidates Statement of Operations
For the Six Months Ended June 30, 1994
(Unaudited)
Shared Access Pro Forma Pro Forma
Technologies Telecom- Adjustment Consolidate
Inc. munications s d
Group, L.P.
Revenue $17,020,982 $9,181,183 - $26,202,165
Cost of Revenue 9,329,946 6,384,373 56,000 15,770,319
--------- ---------- -------- ----------
Gross Margin 7,691,036 2,796,810 (56,000) 10,431,846
--------- ---------- -------- ----------
Selling, General 6,599,247 2,495,953 222,235 9,317,435
& Administrative
Expenses
Operating Income 1,091,789 300,857 (278,235) 1,114,412
(Loss) --------- -------- -------- ---------
Other Expenses, (131,871) 27,867 - (104,004)
net --------- ------- --------
Net Income 959,918 328,724 (278,235) 1,010,408
-------- -------- -------- ----------
Preferred stock (219,202) - (60,000) (279,202)
Dividends -------- -------- -------- --------
Net Income $740,716 $328,724 $(338,235) $731,206
(Loss) ======== ======== ======== ========
Applicable to
Common Stock
Net Loss per ($0.14) ($0.10)
Common Share ======== =======
Weighted Average 5,267,344 7,405,907
Shares ========= =========
Outstanding
/TABLE
Shared Technologies Inc.
Notes to Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 1993
And Six Months Ended June 30, 1994
(Unaudited)
The pro forma consolidated statements of operations represents the
operating results for the Company and Access Telecommunication Group,
L.P. ("Access"), for the year ended December 31, 1993 and the six months
ended June 30, 1994.
The pro forma consolidated statements of operations assume that the
acquisition occurred at the beginning of the respective periods. The
pro forma adjustments are to increase amortization expense related to
goodwill associated with this acquisition and to increase depreciation
expense related to the increase in the carrying value of furniture and
equipment acquired. Depreciation on the acquired furniture and
equipment is calculated using an 8-year useful life, taking six months
of depreciation in the first year. Additionally, preferred stock
dividends were adjusted to reflect the 8% coupon due on Series E
Preferred Stock (400,000 shares, paying $.30 per share).
The weighted average shares outstanding for the year ended December 31,
1993 and the six months ended June 30, 1994 of 7,294,329 and 7,405,907,
respectively, reflect the dilutive effects of the transaction, which
includes the sale of 1,062,033 shares of common stock which was
necessary to provide the cash required at closing, as well as the
issuance of Series E Preferred Stock (400,000 shares convertible to
Common Stock on a 1:1 basis) and Series F Preferred Stock (700,000
shares convertible to Common Stock on a 1:1 basis) in connection with
this acquisition.
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.
SHARED TECHNOLOGIES INC.
Date: August 3, 1995
By:/s/ Vincent DiVincenzo
----------------------
Vincent DiVincenzo
Senior Vice President-Finance
and Administration, Treasurer,
Chief Financial Officer