================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2000 --------------------------------- UNITEL VIDEO, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-8654 23-1713238 - ---------------------------- ---------------- ---------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 555 WEST 57TH STREET, NEW YORK, NEW YORK 10019 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) 212-265-3600 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------- (Former name or former address, if Changed Since last report) ================================================================================ Unitel Video, Inc. (the "Company") hereby amends Item 7 of its Current Report on Form- 8-K filed with the Securities and Exchange Commission on June 8, 2000 to read in its entirety as follows: ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of business acquired: Not applicable (b) Pro forma financial information: In connection with the filing of a Current Report on Form 8-K on June 8, 2000, the Company hereby amends this Item 7 by including the following pro forma financial information: Pro Forma Consolidated Balance Sheet as of May 31, 1999 Pro Forma Consolidated Statements of Operations for the nine months ended May 31, 1999 Pro Forma Consolidated Statements of Operations for the year ended August 31, 1998 Notes to Pro Forma Consolidated Financial Statements (c) Exhibits: *2.1 Asset Purchase Agreement, dated March 20, 2000, between the Company and NEP Supershooters, Inc. *2.2: First Amendment to Asset Purchase Agreement, dated May 17, 2000, between the Company and NEP Supershooters, Inc. *99.1:The Company's press release, dated May 30, 2000 *99.2:Order authorizing and approving the Asset Purchase Agreement, the sale of certain of the Company's mobile division assets and all other transactions necessary to consummate the sale, entered May 8, 2000 by the United States Bankruptcy Court for the District of Delaware. *Previously filed 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, thereunto duly authorized. UNITEL VIDEO, INC. Date: August 7, 2000 BY: /s/ JOEL GETZLER ----------------------------------- Joel Getzler President Getzler & Co., Inc. for Unitel Video, Inc. 2 PRO FORMA FINANCIAL INFORMATION(6) The pro forma financial information contained herein reflects the transactions described herein on certain of the financial information included in the Company's Quarterly Report on Form 10-Q for the periods ended May 31, 1999 (the "May 10-Q") and in the Company's Annual Report on Form 10-K for the year ended August 31, 1998 (the "1998 10-K"), which are the most recent Quarterly and Annual Reports, respectively, filed by the Company under the Securities Exchange Act of 1934, as amended. Except as described in Note (6) to the Notes to Pro Forma Consolidated Financial Statements, the Company has not prepared the pro forma financial statements with respect to any periods subsequent to those covered by the May 10-Q and the 1998 10-K, as required by the rules of the Securities and Exchange Commission, as it has not filed any Form 10-Q's subsequent to the filing of the May 10-Q or Form 10-K's subsequent to the filing of the 1998 10-K. The Pro Forma Consolidated Balance Sheet reflects the consolidated balance sheet of the Company as of May 31, 1999 as if the disposition of the Company's two digital mobile video vehicles and related equipment and personal property (the "Assets") had been consummated on May 31,1999. The Pro Forma Consolidated Statements of Operations for the nine months ended May 31, 1999 and the year ended August 31, 1998 reflect the consolidated results of operations of the Company as if the disposition of the Assets had been consummated on September 1, 1997. Also included in narrative form in Note (6) of the Notes to Pro Forma Consolidated Financial Statements is certain pro forma consolidated balance sheet and pro forma consolidated statements of operations information for the year ended August 31, 1999 as if the disposition of the Assets had occurred on September 1, 1998 for statements of operations presentation. The pro forma information does not purport to be indicative of the financial position or results of operations of the Company that would have been attained had the disposition of the Assets occurred on the dates indicated or of future results of operations of the Company. The Pro Forma Consolidated Financial Statements contained herein should be read in conjunction with the separate unaudited and audited financial statements and notes thereto of the Company included in the May 10-Q and the 1998 10-K. 3 PRO FORMA CONSOLIDATED BALANCE SHEETS May 31, 1999 (Unaudited) Mobile Asset Proforma Disposition (1) Adjustments Historical & (2) (3) Proforma ---------- --------------- ----------- -------- ASSETS Current Assets: Cash $ 91,000 $ 91,000 Accounts receivable, net 4,217,000 4,217,000 Other receivables 70,000 70,000 Prepaid income taxes 199,000 199,000 Prepaid expenses 343,000 343,000 Deferred tax asset 312,000 312,000 ------------ ------------- ----------- ----------- Total current assets 5,232,000 0 5,232,000 Property & equipment, at cost (3)&(4) Land, buildings and improvements 24,114,000 24,114,000 Video equipment 78,452,000 11,137,000 67,315,000 Furniture and fixtures 1,614,000 1,614,000 ------------ ------------- ----------- ----------- 104,180,000 0 11,137,000 93,043,000 Less: Accumulated depreciation and amortization 58,402,000 2,385,000 56,017,000 ------------ ------------- ----------- ----------- 45,778,000 0 8,752,000 37,026,000 Deferred tax asset 2,157,000 2,157,000 Goodwill 1,479,000 1,479,000 other assets 2,111,000 2,111,000 ------------ ------------- ----------- ----------- $ 56,757,000 $ 0 $ 8,752,000 $48,005,000 ------------ ------------- ----------- ----------- ------------ ------------- ----------- ----------- See Notes to Pro Forma Consolidated Financial Statements PRO FORMA CONSOLIDATED BALANCE SHEETS May 31, 1999 (Unaudited) Mobile Asset Proforma Disposition (1) Adjustments Historical & (2) (3) Proforma ---------- --------------- ----------- -------- LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 6,769,000 $ 970,000 $ 5,799,000 Accrued expenses 1,921,000 1,921,000 Payroll benefits and related items 869,000 869,000 Current maturities of long-term debt 14,072,000 14,072,000 Current maturities of subordinated debt 2,171,000 2,171,000 Current maturities of capital lease obligations 3,411,000 3,411,000 ----------- --------- ---------- ------------ Total current liabilities 29,213,000 970,000 0 28,243,000 Deferred rent 3,000 3,000 Long term debt, less current maturities 19,807,000 6,000,000 13,807,000 Long term leases, less current maturities 2,448,000 2,448,000 Accrued retirement 949,000 949,000 Stockholders equity Common stock, par value $0.01 per share Authorized 5,000,000 shares Issued 3,545,604 shares, and Outstanding 2,714,866 shares 27,000 27,000 Additional paid-in-capital 27,285,000 27,285,000 Accumulated deficit (15,330,000) (970,000) 2,752,000 (17,112,000) Common stock held in treasury, at cost (830,739 shares) (7,645,000) (7,645,000) ----------- --------- ---------- ------------ Total stockholders' equity/(deficit) 4,337,000 (970,000) 2,752,000 2,555,000 ----------- --------- ---------- ------------ $56,757,000 $ 0 $8,752,000 $ 48,005,000 ----------- --------- ---------- ------------ ----------- --------- ---------- ------------ See Notes to Pro Forma Consolidated Financial Statements PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED MAY 31, 1999 (Unaudited) Mobile Asset Proforma Disposition (1) Adjustments Historical & (2) (3) Proforma ---------- --------------- ----------- -------- Sales $33,899,000 $3,990,000 $ 29,909,000 Cost of sales Production costs 22,885,000 2,561,000 20,324,000 Depreciation and amortization 6,392,000 1,185,000 5,207,000 ----------- --------- ------------ 29,277,000 3,746,000 25,531,000 ----------- --------- ------------ ----------- --------- ------------ Gross Profit 4,622,000 244,000 4,378,000 Operating expenses Selling 723,000 13,000 710,000 General and administrative 4,271,000 411,000 3,860,000 Interest (5) 3,475,000 790,000 2,685,000 ----------- --------- ----------- ------------ 8,469,000 0 1,214,000 7,255,000 ----------- --------- ----------- ------------ ----------- --------- ----------- ------------ (Loss) from operations (3,847,000) 244,000 (1,214,000) (2,877,000) Income taxes (38,000) (38,000) ----------- --------- ---------- ------------ Net loss available to common stockholders ($3,885,000) $ 244,000 ($1,214,000) ($2,915,000) ----------- --------- ----------- ------------ ----------- --------- ----------- ------------ Loss per common share - basic and diluted ($1.43) ($1.07) Weighted average of common and common equivalent shares outstanding 2,714,000 2,714,000 ----------- --------- ----------- ------------ ----------- --------- ----------- ------------ See Notes to Pro Forma Consolidated Financial Statements PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED AUGUST 31, 1998 (Unaudited) Mobile Asset Proforma Disposition (1) Adjustments Historical & (2) (3) Proforma ---------- --------------- ----------- -------- Sales $51,699,000 $4,453,000 $47,246,000 Cost of sales Production costs 35,769,000 3,081,000 32,688,000 Depreciation & amortization 8,938,000 770,000 8,168,000 ----------- --------- ------------ 44,707,000 3,851,000 40,856,000 ----------- --------- ------------ ----------- --------- ------------ Gross Profit 6,992,000 602,000 6,390,000 Operating expenses Selling 1,339,000 115,000 1,224,000 General and administrative 6,558,000 565,000 5,993,000 Interest (5) 4,127,000 1,039,000 3,088,000 Merger agreement costs 685,000 685,000 ----------- --------- ----------- ------------ 12,709,000 1,719,000 10,990,000 ----------- --------- ----------- ------------ ----------- --------- ----------- ------------ Loss from operations (5,717,000) 602,000 (1,719,000) (4,600,000) Other Income 345,000 345,000 Income taxes (37,000) (37,000) ----------- --------- ----------- ------------ Net loss available to common stockholders ($5,409,000) $ 602,000 ($1,719,000) ($4,292,000) ----------- --------- ----------- ------------ ----------- --------- ----------- ------------ Loss per common share - basic and diluted ($2.01) ($1.60) Weighted average of common and common equivalent shares outstanding 2,687,000 2,687,000 ----------- --------- ----------- ------------ ----------- --------- ----------- ------------ See Notes to Pro Forma Consolidated Financial Statements NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) The Pro Forma Consolidated Financial Statements reflect the sale of the Assets to NEP Supershooters, Inc. and the use of the proceeds to repay certain of the Company's secured debt as if such transactions occurred on May 31, 1999 for the presentation in the pro forma consolidated balance sheet set forth herein and as of September 1, 1997 for the presentation in each of the pro forma consolidated statements of operations set forth herein. (2) Expenses have been pro-rated to sales of the Assets. The loss from operations has been adjusted against accounts payable, pending the disposition of the other assets of the Company's mobile unit. (3) Increase (decrease) in Balance Sheet accounts. Current maturities of Calculation of long term Net property estimated loss debt equipment Equity Proceeds, net of expenses $ 6,000,000 $6,000,000 Net book value of assets sold $ 8,752,000 $8,752,000 ----------- Net loss on sale of assets ($2,752,000) ($2,752,000) ----------- ----------- ---------- ---------- ----------- $6,000,000 $8,752,000 ($2,752,000) ---------- ---------- ----------- ---------- ---------- ----------- The long term debt repaid with the proceeds from the sale of the Assets includes amounts owing to Heller Financial and the Machinery & Equipment Loan Fund of the Commonwealth of Pennsylvania and excludes the repayment of any debt and satisfaction of any obligations owed under leases. (4) The Pro Forma Consolidated Balance Sheet as on May 31, 1999 presented reflects the disposition of the net book value of the Assets as of May 31, 1999, net of the proceeds received from asset sales. (5) The Pro Forma Consolidated Statements of Operations for the periods presented reflect the repayment of debt as of the beginning of the periods being presented resulting in the decrease in interest expense for such periods. (6) The Asset sale and disposition described herein if reflected in the Company's consolidated balance sheet as at August 31, 1999 would have resulted in decrease of net property and equipment of $8,752,000, a decrease in total assets of $8,752,000, a decrease in current liabilities of $970,000, and an increase in stockholders' deficit of $1,783,000. The Asset sale and disposition described herein if reflected in the Company's consolidated statement of operations at September 1, 1998 would have resulted in a decrease in the loss per common share basic and diluted of $0.36, and a decrease in interest of $790,000 to reflect the repayment of $6,000,000 of indebtedness as of September 1, 1998.