SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
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): November 7, 1996
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DATAWATCH CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19960 02-0405716
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(State or other jurisdiction of (Commission file (I.R.S. Employer
incorporation or organization) number) Identification No.)
234 Ballardvale Street, Wilmington, MA 01887
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (508) 988-9700
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No change since last report
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(Former name or address, if changed since last report)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
November 7, 1996 as set forth in the pages attached hereto:
(1) Item 7. Financial Statements and Exhibits
(2) Exhibit Index
(3) Filing of Additional Exhibits
Datawatch Corporation (the "Company") hereby amends its Current Report
on Form 8-K dated November 7, 1996 (the "Current Report") by deleting Item 7(a),
Item 7(b) and Item 7(c) of the Current Report and replacing it with the
following new Items 7(a), 7(b) and 7(c) so that as so amended said Items 7(a),
7(b) and 7(c) shall read in their entirety as follows:
(1) Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The following audited financial statements of Guildsoft
Holdings Limited ("Guildsoft Holdings"), together with the
manually signed Auditors' Report of Deloitte & Touche,
Chartered Accountants and Registered Auditors, are filed as
Exhibit 99.1 to this report and incorporated herein by
reference:
Profit and Loss Account for the year ended September 30,
1996
Balance Sheet dated as of September 30, 1996
Notes to the Accounts for the year ended September 30,
1996
The following audited financial statements of Guildsoft
Limited, a wholly owned subsidiary of Guildsoft Holdings,
together with the manually signed Auditors' Report of Deloitte
& Touche, Chartered Accountants and Registered Auditors, are
filed as Exhibit 99.2 to this report and incorporated herein
by reference:
Profit and Loss Account for the year ended September 30,
1996
Balance Sheet dated as of September 30, 1996
Notes to the Accounts for the year ended September 30,
1996
(b) Unaudited Pro Forma Combined Financial Information
On November 7, 1996, the Company acquired (the "Acquisition")
all of the outstanding capital stock of Guildsoft Holdings
Limited, a corporation organized under the laws of England and
Wales ("Guildsoft Holdings"), which in turn owns all of the
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outstanding capital stock of Guildsoft Limited, a corporation
organized under the laws of England and Wales ("Guildsoft"),
in exchange for an aggregate of 125,000 shares of the
Company's Common Stock, $.01 par value per share. The
Acquisition has been accounted for as an asset purchase. The
unaudited pro forma combined balance sheet as of September 30,
1996 gives effect to the Acquisition as if it had been
consummated on September 30, 1996 and the unaudited pro forma
combined statements of operations for the year ended September
30, 1996 gives effect to the Acquisition as if it had been
consummated on October 1, 1995. The financial statements of
Guildsoft Holdings and Guildsoft have been translated in
accordance with Statement of Financial Accounting Standards
No. 52.
In the opinion of management, all adjustments necessary to
fairly present this pro forma information have been made.
The accompanying unaudited pro forma combined financial
statements, which are filed as Exhibit 99.3 to this report and
incorporated herein by reference, should be read in
conjunction with the audited statements included in the
Company's Annual Report on Form 10-K for the year ended
September 30, 1996, and with the financial statements of
Guildsoft Holdings and Guildsoft filed as Exhibits 99.1 and
99.2, respectively, to this report. The pro forma information
is not necessarily indicative of the results that would have
been reported had the Acquisition occurred on the dates
indicated, nor is it indicative of the Company's future
results.
(c) Exhibits.
*2.1 Share Sale and Purchase Agreement, dated November 7,
1996, among Datawatch Corporation and the individuals
named on Schedule 1 contained therein, who constitute
the holders of all of the outstanding shares of
capital stock of Guildsoft Holdings Limited.
23.1 Consent of Deloitte & Touche, Chartered Accountants
and Registered Auditors (Guildsoft Holdings Limited)
23.2 Consent of Deloitte & Touche, Chartered Accountants
and Registered Auditors (Guildsoft Limited)
99.1 The following audited financial statements of
Guildsoft Holdings Limited, together with the
manually signed Auditors' Report of Deloitte &
Touche, Chartered Accountants and Registered
Auditors:
Profit and Loss Account for the year ended
September 30, 1996
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Balance Sheet dated as of September 30, 1996
Notes to the Accounts for the year ended September
30, 1996
99.2 The following audited financial statements of
Guildsoft Limited, together with the manually signed
Auditors' Report of Deloitte & Touche, Chartered
Accountants and Registered Auditors:
Profit and Loss Account for the year ended
September 30, 1996
Balance Sheet dated as of September 30, 1996
Notes to the Accounts for the year ended September
30, 1996
99.3 The following unaudited pro forma condensed combined
financial statements:
Unaudited Pro Forma Condensed Combined Balance
Sheet as of September 30, 1996
Unaudited Pro Forma Condensed Combined Statement
of Operations for the year ended September 30,
1996
Notes to Unaudited Pro Forma Condensed Combined
Balance Sheet
Notes to Unaudited Pro Forma Condensed Combined
Statement of Operations
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* Previously filed with the Company's Current Report on Form
8-K dated November 7, 1996 filed on November 21, 1996.
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(2) Exhibit Index.
The Company hereby amends its Current Report by adding the following
information to the Exhibit Index in the Current Report.
Exhibit Number Exhibit
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23.1 Consent of Deloitte & Touche, Chartered Accountants and
Registered Auditors (Guildsoft Holdings Limited)
23.2 Consent of Deloitte & Touche, Chartered Accountants and
Registered Auditors (Guildsoft Limited)
99.1 The following audited financial statements of Guildsoft
Holdings Limited, together with the manually signed
Auditors' Report of Deloitte & Touche, Chartered
Accountants and Registered Auditors:
Profit and Loss Account for the year ended
September 30, 1996
Balance Sheet dated as of September 30, 1996
Notes to the Accounts for the year ended September
30, 1996
99.2 The following audited financial statements of Guildsoft
Limited, together with the manually signed Auditors'
Report of Deloitte & Touche, Chartered Accountants and
Registered Auditors:
Profit and Loss Account for the year ended
September 30, 1996
Balance Sheet dated as of September 30, 1996
Notes to the Accounts for the year ended September
30, 1996
99.3 The following unaudited pro forma condensed combined
financial statements:
Unaudited Pro Forma Condensed Combined Balance
Sheet as of September 30, 1996
Unaudited Pro Forma Condensed Combined Statement
of Operations for the year ended September 30,1996
Notes to Unaudited Pro Forma Condensed Combined
Balance Sheet
Notes to Unaudited Pro Forma Condensed Combined
Statement of Operations
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(3) Filing of Additional Exhibits.
The Company hereby amends its Current Report by filing the additional
exhibits attached hereto and as listed in (2) above.
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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.
DATAWATCH CORPORATION
By: /s/ Bruce R. Gardner
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Bruce R. Gardner
Executive Vice President
Dated: January 21, 1997
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EXHIBIT INDEX
Exhibit No. Description
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*2.1 Share Sale and Purchase Agreement, dated November 7,
1996, among Datawatch Corporation and the individuals
named on Schedule 1 contained therein, who constitute the
holders of all of the outstanding shares of capital stock
of Guildsoft Holdings Limited.
23.1 Consent of Deloitte & Touche, Chartered Accountants and
Registered Auditors (Guildsoft Holdings Limited)
23.2 Consent of Deloitte & Touche, Chartered Accountants and
Registered Auditors (Guildsoft Limited)
99.1 The following audited financial statements of Guildsoft
Holdings Limited, together with the manually signed
Auditors' Report of Deloitte & Touche, Chartered
Accountants and Registered Auditors:
Profit and Loss Account for the year ended
September 30, 1996
Balance Sheet dated as of September 30, 1996
Notes to the Accounts for the year ended September
30, 1996
99.2 The following audited financial statements of Guildsoft
Limited, together with the manually signed Auditors'
Report of Deloitte & Touche, Chartered Accountants and
Registered Auditors:
Profit and Loss Account for the year ended
September 30, 1996
Balance Sheet dated as of September 30, 1996
Notes to the Accounts for the year ended September
30, 1996
99.3 The following unaudited pro forma condensed combined
financial statements:
Unaudited Pro Forma Condensed Combined Balance
Sheet as of September 30, 1996
Unaudited Pro Forma Condensed Combined Statement
of Operations for the year ended September 30,
1996
Notes to Unaudited Pro Forma Condensed Combined
Balance Sheet
Notes to Unaudited Pro Forma Condensed Combined
Statement of Operations
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* Previously filed with the Company's Current Report on Form 8-K dated November
7, 1996 filed on November 21, 1996.
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