SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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) :
January 6, 1995
SHARED TECHNOLOGIES INC. .
DELAWARE 0-17366 87-0424558 .
(State of other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number Identification No.)
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: 9
Item 2. Acquisition or Disposition of Assets.
In October 1993, the Company commenced management of and subsequently
acquired certain assets and assumed certain liabilities of Road and Show East,
Inc. (East), a short-term portable cellular telephone service provider. The
purchase price was $750,245, of which $209,245 was paid in cash by STI. The
Company recorded a liability due to its parent for the cash payment and the
balance of $541,000, resulting from the obligation of STI to issue 108,200
($5.00 per share) shares of its common stock to the seller. In December 1993,
the Company completed the acquisition of certain assets and assumed certain
liabilities of Road and Show South, Ltd. (South) and Road and Show Pennsylvania,
Inc. (Pennsylvania), a short-term portable cellular telephone service providers.
The purchase prices for South and Pennsylvania were $1,261,611 and $57,000,
respectively, of which $46,111 and $7,000, respectively, were paid in cash by
STI. The Company recorded an aggregate liability of $1,265,000 due to its
parent, which represented the balance of the purchase prices resulting from the
obligations of STI to issue an aggregate of 234,736 shares (at $5.00 and $3.64
per share, respectively) of its common stock.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired. (i) Audited combined
balance sheet of Road and Show South, Ltd. and Affiliates as of November 30,
1993 and the related audited combined statements of operations, combined
statements of Partners' Capital and combined statements of cash flows for the
period from inception (March 15, 1992) thru December 31, 1992 and the eleven
months ended November 30, 1993. (ii) Audited statement of net assets acquired
from Road and Show Cellular East, Inc. as of October 1, 1993 and the related
statements of revenues and direct expenses of Road and Show Cellular East, Inc.
for the year ended December 31, 1992 and the nine months ended September 30,
1993 pursuant to a letter from Mr. Robert Bayless of the Securities and Exchange
Commission dated October 11, 1994. (b) Pro forma financial information.
Unaudited Pro Forma Financial Information for Shared Technologies Cellular, Inc.
and Subsidiaries filed as part of this report Page Unaudited Pro Forma Condensed
Combined 6 Statements of Operations for December 31, 1992 Unaudited Pro Forma
Condensed Combined 7 Statement of Operations for September 30, 1993 (c) Exhibits
Exhibit No. Description 10.1 Asset Purchase Agreement by and between Road and
Show Cellular East Inc. and Shared Technologies Cellular, Inc. Incorporated by
reference from Exhibit 10.8 of the Company's form 10-K/A Amendment No. 1 for
December 31, 1993. 10.2 Asset Purchase Agreement by and between Road and Show
South, Ltd. acting by Road and Show South, Inc. and Shared Technologies
Cellular, Inc. Incorporated by reference from Exhibit 10.9 of the Company's form
10-K/A Amendment No. 1 for December 31, 1993. 10.3 Letter from Mr. Robert A.
Bayless, Chief Accountant of the Securities and Exchange Commission dated
October 11, 1994 granting a waiver for the furnishing of complete audited
financial statements of Road and Show Cellular East, Inc.
SHARED TECHNOLOGIES
CELLULAR, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF OPERATIONS The accompanying unaudited pro forma condensed combined
statements of operations reflect the results of operations of Shared
Technologies Cellular, Inc. and Subsidiaries, Road and Show South, Ltd. and Road
and Show Cellular East, Inc., for the year ended December 31, 1992 and the nine
months ended September 30, 1993, respectively. The pro forma statements of
operations give effect to the assumption that the purchase acquisition was
consummated at the beginning of the respective periods and to the additional
assumptions and adjustments set forth below: (A) Road and Show South, Ltd.
commenced operations in March 1992. (B) Eliminates revenues associated with the
sale of Road and Show licenses. (C) Eliminates cost of revenues associated with
the sale of Road and Show licenses of $80,000 eliminates the amortization of
license fee associated with Road and Show licenses of $17,500 and records
amortization of goodwill of $94,323. (D) Eliminates the amortization of license
fees associated with Road and Show licenses of $22,806 and records amortization
of goodwill of $70,742.(D) Eliminates the amortization of license fees
associated with Road and Show licenses of $22,806 and records amortization of
goodwill of $70,742.
Shared Technologies Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statements of Operations
Years Ended December 31, 1992
Shared Road and Show Road and Show Pro Forma Pro-Forma
Technologies South Cellular East, Adjustments Combined
Inc. Ltd. A Inc.
----------- --------------- --------------- ------------- -------------
Revenues
$24,076,964 $1,566,370 $3,497,866 ($630,000) B $28,511,200
Cost of Revenues
14,822,220 1,038,721 1,577,968 17,438,909
----------- -------------- ---------------- -------------- --------------
Gross margin
9,254,744 527,64 1,919,898 (630,000) 11,072,291
Selling, general
and administrative
expenses
9,959,366 1,863,040 1,544,727 (3,177) C 13,363,956
--------- --------- ----------- -------- ----------
Operating income(loss)
(704,622) (1,335,391) 375,171 (626,823) (2,291,665)
Interest income (expense) net
(327,406) 32,591 (51,189) (346,004)
----------- -------- ------------- ------------ -------------
Extraordinary gain (loss)
3,756,327 3,756,327
Net income (loss)
2,724,299 (1,302,800) 323,982 (626,823) 1,118,658
Preferred stock dividends
(334,478) (334,478)
Net income (loss)applicable to common stock
$2,389,821 ($1,302,800) $323,982 ($626,823) $784,180
=========== ============= =========== ============ ==========
Loss per common share
$0.59 $0.25
Weighted average common shares outstanding
4,062,710 4,391,910
Shared Technologies Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statements of Operations
Nine Months Ended September 30, 1993
Shared Road and Show Road and Show
Technologies South Cellular East, Pro Forma Pro-Forma
Inc. Ltd. Inc. Adjustments Combined
- ----------------- --------------- ----------------- --------------- -----------
Revenues
$18,554,017 $1,703,089 $1,311,85 $21,568,961
Cost of Revenues
10,642,918 879,059 801,909 12,323,886
- ----------------- ----------- ---------- -------------- -----------
Gross margin
7,911,099 824,030 509,946 9,245,075
Selling, general and administrative expenses
6,967,362 1,307,377 661,390 47,936 D 8,984,065
- ----------------- -------------- ---------- ------------ ---------
Operating income(loss)
943,737 (483,347) (151,444) (47,936) 261,010
Interest income (expense) net
(146,463) 9,420 (22,185) (159,228)
- --------------- --------------- ------------- -------------- ---------
Extraordinary gain (loss)
Net income (loss)
797,274 (473,927) (173,629) (47,936) 101,782
Preferred stock dividends
(265,614) (265,614)
Net income (loss)applicable to common stock
$531,660 ($473,927) ($173,629) ($47,936) ($163,832)
=============== ================= ================= ================= ==========
Loss per common share
$0.10 $0.02
Weighted average common shares outstanding
5,116,564 5,445,764
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: January 19,
1995 By: /s/ Vincent DiVincenzo Vincent DiVincenzo Senior Vice President-Finance
and Administration, Treasurer, Chief Financial Officer
EXHIBIT 10.3 UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549 Division of Corporation Finance October 11, 1994 3-13 Mr. Stuart E. Bender
Weber, Lipshie & Co. 101 Eisenhower Parkway Roseland, N.J. 10068 Re:
Technologies Cellular, Inc. Anticipated Registration on Form S-B Dear Mr.
Bender: Your letter of September 22, 1994, which was supplemented by letter
dated October 5, 1994, describes the financial statements which Technologies
Cellular, Inc., presently a subsidiary of Shared Technologies Inc., proposes to
include in its initial registration statement on Form SB-2. In lieu of complete
audited financial statements of Road and Show Cellular, East ("East"), a
significant business effectively acquired by the company on September 30, 1993,
the company proposes to include an audited statements of net assets acquired as
of September 30, 1993, and statements of revenues and direct expenses for the
year and nine months ended on that date. In the circumstances described in your
letter, the staff will accept the proposed financial statements East as
substantially complying with the requirements of the Form. The company should
note, however, that a statement of revenues and direct expenses should include
all expenses which are directly related to the acquired business. Such expenses
may include, among other things, the costs of advertising, printing, rent,
telephone, utilities, security, training, and legal fees which were incurred
specifically for the benefit of the acquired business or which are directly
connected with its operations. A statement of revenues and direct expenses
excludes those costs incurred by an enterprise that benefit, at least in part,
businesses other than the acquired business, such as general and administrative
expenses. Your letter of October 5 indicates that your firm may not be able to
opine that the financial statements of East prepared by the company's management
are complete with respect to the direct expenses of the acquired business. The
staff would not accept a qualified opinion in that regard. If you have any
questions concerning this letter, please call the undersigned at (202)942-2850.
Sincerely, that regard. If you have any questions concerning this letter, please
call the undersigned at (202)942-2850. Sincerely,
/s/ Robert A. Bayless Chief
Accountant Robert A. Bayless Chief Accountant