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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 13, 1997
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Alpha Microsystems
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(Exact Name of Registrant as Specified in Charter)
California 0-10558 95-3108178
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2722 South Fairview Street, Santa Ana, California 92704
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 957-8500
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
On January 13, 1997, Alpha Microsystems, a California corporation (the
"Company" or "Registrant"), sold its Panda operation, which developed and
marketed food service software for elementary and secondary schools, to
privately-held Pacific Triangle Software, Inc. of San Mateo, California.
Subsequently, on January 31, 1997, AlphaHealthCare, Inc., the Company's
Oregon-based subsidiary which provided practice management solutions to the
dental market, sold its operations to privately-held GLR Systems, Inc., dba
UNIDENT Practice Performance Systems, based in Lincoln, Nebraska.
The sale price for the Panda operations included $100,000 received
at the Closing, $300,000 to be received over a period not to exceed five years,
and additional earnout up to $600,000, based on amounts earned by the purchaser
during the next five years as commissions for the sale of the Company's
maintenance services, amounts earned from certain OEM agreements, and revenues
from the license of the Panda software. As part of the transaction, Pacific
Triangle Software, Inc. named the Company its sole preferred hardware
maintenance service provider.
The sale price for AlphaHealthCare's dental practice software
operations consisted of $150,000 received at the Closing and a promissory note
in the amount of $300,000 payable to AlphaHealthCare over a period not to exceed
five years. Additionally, AlphaHealthCare is entitled to certain earnout amounts
based upon amounts earned for software support to AlphaHealthCare customers and
amounts earned by the purchaser as commissions for the sale of the Company's
maintenance services over the next five years. As part of the transaction, GLR
Systems, Inc. named the Company its sole preferred nationwide provider of
maintenance services for its entire installed customer base, as well as its
vendor of first choice for computer hardware and peripherals.
In each case the purchase price was determined based upon the net
assets of the operations as well as its past and projected financial
performance.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information. The following pro forma financial
information is provided with this report:
(i) Unaudited Pro Forma Condensed Consolidated Balance Sheets as of
November 24, 1996
(ii) Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the Nine Months Ended November 24, 1996
(iii) Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the Fiscal Year Ended February 25, 1996
(iv) Notes to Pro Forma Condensed Consolidated Financial Information
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EXHIBIT 2.12
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(c) Exhibits. The following exhibits are included with this report:
Item Exhibit No.
Agreement between Registrant and Pacific Triangle
Software, Inc. dated January 13, 1997 2.1
Agreement between AlphaHealthCare and GLR Systems,
Inc. dated January 27, 1997 2.2
Press Release dated January 15, 1997 20.1
Press Release dated February 4, 1997 20.2
Financial Data Schedule 27
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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.
Date: February 18, 1997 ALPHA MICROSYSTEMS
By: /S/Douglas J. Tullio
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Douglas J. Tullio,
President and Chief Executive Officer
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ALPHA MICROSYSTEMS
UNAUDITED PRO FORMA FINANCIAL DATA
On January 13, 1997, Alpha Microsystems, a California corporation (the
"Company" or "Registrant"), sold its Panda operation, which developed and
marketed food service software for elementary and secondary schools, to
privately-held Pacific Triangle Software, Inc. of San Mateo, California.
Subsequently, on January 31, 1997, AlphaHealthCare, Inc., the Company's
Oregon-based subsidiary which provided practice management solutions to the
dental market, sold its operations to privately-held GLR Systems, Inc., dba
UNIDENT Practice Performance Systems, based in Lincoln, Nebraska.
The following Unaudited Pro Forma Condensed Consolidated Balance Sheet
is presented as if the sale of the Panda and AlphaHealthCare operations had
occurred on November 24, 1996. The following Unaudited Proforma Condensed
Consolidated Statements of Operations for the nine months ended November 24,
1996 and the year ended February 25, 1996 are presented as if the sale of the
Panda and AlphaHealthCare operations had occurred on February 25, 1996 and
February 26, 1995, respectively. The Unaudited Pro Forma Condensed Consolidated
Statements of Operations for the nine months ended November 24, 1996 and the
year ended February 25, 1996 are also presented as if the previously reported
sale of Alpha Microsystems (Great Britain) Limited ("AMGB"), the Company's
European subsidiary that was sold to Sanderson Electronics PLC ("Sanderson") in
August 1996 occurred on February 25, 1996 and February 26, 1995, respectively.
The pro forma adjustments represent the Company's determination of all material
adjustments necessary to present fairly the Company's pro forma results of
operations and financial position and are based on available information and
certain assumptions considered reasonable in the circumstances.
The following pro forma financial information should be read in
conjunction with the historical financial statements and notes thereto of the
Company filed on Forms 10-K and 10-Q for the respective periods. The pro forma
results of operations are not necessarily indicative of the actual results that
would have occurred had the sale been consummated at the beginning of the period
indicated and do not purport to indicate results of operations as of any future
date or for any future period.
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ALPHA MICROSYSTEMS
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
NOVEMBER 24, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
Pro Forma
Historical Adjustments Pro Forma
Consolidated (Note A) Consolidated
-------------- -------------- ---------------
ASSETS
Current assets:
Cash and cash equivalents $ 8,688 $ 205 $ 8,893
Accounts receivable, net 3,263 (80) 3,183
Receivable from sale of subsidiary -- 300 300
Inventories 444 (99) 345
Note receivable 247 300 547
Prepaid expenses and other
current assets 583 -- 583
-------- -------- -----------
Total current assets 13,225 626 13,851
Property and equipment, at cost 16,289 (317) 15,972
Less accumulated depreciation and
amortization 12,932 (147) 12,785
-------- -------- -----------
Net property and equipment 3,357 (170) 3,187
Service contracts, net 420 -- 420
Software costs, net 802 (591) 211
Goodwill, net 15 -- 15
Other assets, net 56 (16) 40
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$ 17,875 $ (151) $ 17,724
======== ======== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,114 $ 19 $ 1,133
Deferred revenue 1,661 (108) 1,553
Other accrued liabilities 428 -- 428
Accrued salaries and wages 126 -- 126
Current portion of long-term
debt 161 (16) 145
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Total current liabilities 3,490 (105) 3,385
Long-term debt 89 (27) 62
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value; 5,000,000
shares authorized; none issued -- -- --
Common stock, no par value; 20,000,000 shares
authorized; 10,752,192 shares issued and
outstanding at November 24, 1996 30,813 -- 30,813
Accumulated deficit (16,579) (19) (16,598)
Unamortized restricted stock
plan expense (13) -- (13)
Foreign currency translation
adjustment 75 -- 75
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Total shareholders' equity 14,296 (19) 14,277
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$ 17,875 $ (151) $ 17,724
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See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Information.
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ALPHA MICROSYSTEMS
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended November 24, 1996
(In thousands, except per share data)
Pro Forma
Historical Adjustments Pro Forma
Consolidated (Notes A and B) Consolidated
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Net sales:
Product $ 6,940 $(2,051) $ 4,889
Service 11,725 (1,784) 9,941
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Total net sales 18,665 (3,835) 14,830
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Cost of sales:
Product 3,716 (914) 2,802
Service 8,955 (1,171) 7,784
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Total cost of sales 12,671 (2,085) 10,586
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Gross Margin 5,994 (1,750) 4,244
Selling, general and
administrative expense 6,730 (2,503) 4,227
Research and development
expense 1,511 (393) 1,118
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Total operating expenses 8,241 (2,896) 5,345
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Income (loss) from
operations (2,247) 1,146 (1,101)
Interest income (163) (3) (166)
Interest expense 29 (8) 21
Other (income) expense, net (230) (10) (240)
Foreign exchange (gain)
loss (24) 32 8
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Total other (income)
expenses (388) 11 (377)
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Income (loss) before taxes (1,859) 1,135 (724)
(Benefit) provision for
income taxes 28 4 32
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Net income (loss) $ (1,887) $ 1,131 $ (756)
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Net income (loss) per share $ (0.19) $ 0.11 $ (0.08)
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Number of shares used in the
computation of per share
amounts 9,929 9,929 9,929
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See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Information.
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ALPHA MICROSYSTEMS
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended February 25, 1996
(In thousands, except per share data)
Pro Forma
Historical Adjustments Pro Forma
Consolidated (Notes A & B) Consolidated
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Net sales:
Product $ 14,466 $(5,215) $ 9,251
Service 18,297 (4,572) 13,725
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Total net sales 32,763 (9,787) 22,976
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Cost of sales:
Product 10,228 (4,332) 5,896
Service 12,739 (2,371) 10,368
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Total cost of sales 22,967 (6,703) 16,264
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Gross Margin 9,796 (3,084) 6,712
Selling, general and
administrative expense 11,855 (6,523) 5,332
Research and development
expense 2,093 (66) 2,027
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Total operating expenses 13,948 (6,589) 7,359
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Income (loss) from
operations (4,152) 3,505 (647)
Interest income (93) -- (93)
Interest expense 38 (14) 24
Other (income) expense, net (466) (22) (488)
Foreign exchange (gain)
loss (76) 77 1
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Total other (income)
expenses (597) 41 (556)
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Income (loss) before taxes (3,555) 3,464 (91)
(Benefit) provision for
income taxes 20 (20) --
-------- ------- --------
Net income (loss) $ (3,575) $ 3,484 $ (91)
======== ======= ========
Net income (loss) per share $ (0.54) $ 0.53 $ (0.01)
======== ======= ========
Number of shares used in the
computation of per share
amounts 6,565 6,565 6,565
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See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Information.
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ALPHA MICROSYSTEMS
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(A) The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of November
24, 1996 reflects the sale of specified assets and liabilities of the Panda
operation, and the operations of AlphaHealthCare, Inc., the Company's
Oregon-based subsidiary.
To reflect the appointment of Alpha Microsystems Service Operations (AMSO)
as the sole preferred nationwide provider of maintenance service by GLR Systems
for its entire installed base, and the designation of AMSO as GLR Systems'
vendor of first choice for computer hardware and peripherals, the Company has
recognized in the Unaudited Pro Forma Condensed Consolidated Statements of
Operations revenue of $462,000 for the twelve months ended February 25, 1996 and
$286,000 for the nine months ended November 24, 1996.
(B) To reflect the three year agreement for hardware distribution between
Sanderson Electronics PLC ("Sanderson") and the Company at comparable terms
extended to Alpha Microsystems (Great Britain) Limited, the Company's European
subsidiary that was sold to Sanderson on August 19, 1996, the Company has
recognized in the Unaudited Pro Forma Condensed Consolidated Statements of
Operations revenue of $1,147,000 for the twelve months ended February 25, 1996
and $473,000 for the nine months ended November 24, 1996.