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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 14, 1996
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SMITH MICRO SOFTWARE, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-26536 33-0029027
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
51 COLUMBIA, ALISO VIEJO, CA 92656
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 362-5800
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 14, 1996, Smith Micro Software, Inc. ("Smith Micro") acquired
Performance Computing Incorporated ("PCI"), an Oregon corporation (the
"Acquisition") in a forward-triangular merger. The Acquisition was achieved
pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated
March 14, 1996, by and among Smith Micro, PCI and PCI Video Products, Inc.
("Sub"), a Delaware corporation and wholly-owned subsidiary of Smith Micro.
Pursuant to the Merger Agreement, PCI was merged with and into Sub, with Sub
surviving as a wholly-owned subsidiary of Smith Micro. In connection with the
Acquisition, the PCI shareholders received an aggregate of 350,000 shares of
Smith Micro Common Stock and $2,100,000 in cash. In addition, on March 14,
1997, if certain software development milestones are achieved, Smith Micro will
be obligated to (i) issue a number of shares of Smith Micro Common Stock with a
value of up to $600,000 to the former shareholders of PCI based on an average
of the then-current market prices, and (ii) pay a combination of cash and Smith
Micro Common Stock with an aggregate value of $200,000 to the former employees
of PCI who are then employees of Smith Micro. In the event that some, but not
all, of the software development milestones are met, the former shareholders
and employees of PCI will be entitled to receive a certain percentage of the
above amounts of Smith Micro Common Stock and cash based on the milestones
actually achieved. In determining the aggregate purchase price for PCI, Smith
Micro took into account the value of software companies of similar size to PCI,
comparable transactions and the market for software companies generally. One
hundred thirty five thousand of the total number of shares of Smith Micro
Common Stock issued to the former PCI shareholders (the "Escrow Shares") and
$180,000 of the cash consideration (the "Escrow Cash") were placed in an escrow
account upon the consummation of the Acquisition. Pursuant to the Merger
Agreement and the related escrow agreement, subject to certain limitations
Smith Micro in general may recover from the escrow up to the entire amount of
Escrow Shares and Escrow Cash in the event Smith Micro incurs any loss,
expense, liability or other damage (collectively, "Damages") due to, among
other things, a breach by PCI of any of its representations, warranties and
covenants in the Merger Agreement. If no claim for Damages is made by Smith
Micro within one year after the date of the Merger Agreement, the Escrow Shares
and Escrow Cash will be released from escrow and distributed to the former PCI
shareholders.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of PCI
(1) Balance sheets as of December 31, 1994, and 1995 and related
statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1995,
required to be filed pursuant to this item are filed herewith
(Exhibit 99.2).
(b) Pro Forma Financial Information of Smith Micro and PCI
(1) The pro forma unaudited consolidated financial statements for the
year ended December 31, 1995, required to be filed pursuant to
this item are filed herewith (Exhibit 99.3).
(c) Exhibits
Refer to Index to Exhibits.
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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.
SMITH MICRO SOFTWARE, INC.
Signature Title Date
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/s/ WILLIAM W. SMITH, JR Chairman of the Board, President May 28, 1996
- ------------------------ and Chief Executive Officer
William W. Smith, Jr (Principal Executive Officer)
/s/ ROBERT E. GRICE, JR Chief Financial Officer May 28, 1996
- ------------------------ (Principal Financial Officer)
Robert E. Grice, Jr
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INDEX TO EXHIBITS
Exhibit Description
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2* Agreement and Plan of Merger, dated March 14, 1996, by and among
Smith Micro Software, Inc. ("Smith Micro"), PCI Video Products,
Inc., and Performance Computing Incorporated ("PCI") and certain
exhibits.
99.1* Text of Press Release dated March 14, 1996.
99.2 Financial Statements of PCI.
99.3 Unaudited Pro Forma Financial Information of Smith Micro and PCI.
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* Incorporated by reference from Smith Micro's Form 8-K as filed with
the Securities and Exchange Commission on March 28, 1996.
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