U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 5, 1999
GILMAN & CIOCIA, INC.
(Name of small business issuer in its charter)
Delaware 000-22996 11-2587324
(State or jurisdiction Commission (I.R.S.Employer
of incorporation or file Identification
organization) number No.)
475 Northern Boulevard, Great Neck, NY 11021
(Address of principal executive offices) (Zip Code)
(516) 482-4860
(Issuer's Telephone Number, Including Area Code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The following financial statements are hereby incorporated by reference to
the Independent Auditor's Reports and Financial Statements for Prime Capital
Services, Inc., Prime Financial Services, Inc., a New York corporation, and
Asset & Financial Planning Ltd. and the financial statements covered thereby, a
copy of which is included as an exhibit hereto.
Prime Capital Services, Inc. (PCSI), Prime Financial Services, Inc.,
a New York Corporation (Oldco) and Asset & Financial Planning, Ltd.
(AFPL) Audited Combined Balance Sheets as of March 31, 1999 and
April 30, 1998.
PCSI, Oldco and AFPL Audited Combined Statements of Income and
Comprehensive Income for the eleven months ended March 31, 1999 and
the fiscal year ended April 30, 1998.
PCSI, Oldco and AFPL Audited Combined Statements of Changes in
Equity for the eleven months ended March 31, 1999 and the fiscal
year ended April 30, 1998.
PCSI, Oldco and AFPL Audited Combined Statements of Cash Flows for
the eleven months ended March 31, 1999 and the fiscal year ended
April 30, 1998.
PCSI's, Oldco's and AFPL's Notes to Combined Financial Statements
for the eleven months ended March 31, 1999 and the fiscal year ended
April 30, 1998.
(b) Pro-Forma Financial Information.
The following pro forma financial information is included in this Form
8-K.
Gilman & Ciocia, Inc. & Subsidiaries Consolidated Balance Sheet as
of March 31, 1999.
Gilman & Ciocia, Inc. & Subsidiaries Consolidated Statements of
Income for the nine months ended March 31, 1999 and the fiscal year
ended June 30, 1998.
-2-
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
1* Stock and Asset Purchase Agreement dated April 5, 1999, by and
among Gilman & Ciocia, Inc., a Delaware corporation, Prime
Financial Services, Inc., a Delaware corporation, Prime
Financial Services, Inc., a New York corporation, Michael Ryan
and Ralph Porpora.
2* Non-competition Agreement dated as of April 5, 1999 by and
among Gilman & Ciocia, Inc., a Delaware corporation, Prime
Financial Services, Inc., a New York corporation, Michael Ryan
and Ralph Porpora.
3* Registration Rights Agreement dated April 5, 1999, by and
among Gilman & Ciocia, Inc., a Delaware corporation, Prime
Financial Services, Inc., a New York corporation, Michael Ryan
and Ralph Porpora.
4* Limited Liability Company Interest Option Agreement dated
April 5, 1999, by and between Gilman & Ciocia, Inc. a Delaware
corporation, and Prime Financial Services, Inc., a New York
corporation.
5 Independent Auditor's Report and Financial Statements for
Prime Capital Services, Inc., Prime Financial Services, Inc.,
a New York corporation, and Asset & Financial Planning Ltd.
for the eleven months ended March 31, 1999.
*previously filed with original Form 8
-3-
SIGNATURE
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, thereunto duly authorized.
Dated: June 21, 1999
GILMAN & CIOCIA, INC.
By:/s/ James Ciocia
-------------------
James Ciocia
President (authorized signatory)