SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):
August 20, 1999
C.P. CLARE CORPORATION
(Exact Name of Registrant as specified in its charter)
Massachusetts 0-26092 04-2561471
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
78 Cherry Hill Drive, Beverly, Massachusetts 01915
(Address of principal executive offices and zip code)
(978) 524-6700
(Registrant's telephone number, including area code)
INTRODUCTION TO PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF JUNE 27, 1999 AND
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS FOR
THE YEAR ENDED MARCH 31, 1999 AND QUARTER ENDED JUNE 27, 1999
On July 2, 1999, the Company entered into an Agreement to sell all of the issued
and outstanding shares of common stock of Clare EMG Inc. ("EMG") a wholly-owned
subsidiary of C.P. Clare Corporation ("C.P. Clare" or the "Company") to Sumida
Electric Co., Ltd. ("Sumida"), for $37,629,000 in cash. The Company anticipates
that it will receive net proceeds of approximately $34,242,000. This amount
reflects transaction costs of approximately $3,387,000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The accompanying pro forma consolidated condensed balance sheet as of June 27,
1999 assumes that the Company sold its wholly-owned subsidiary, EMG, to Sumida
on the last reported balance sheet date, June 27, 1999. The accompanying pro
forma consolidated condensed Statements of Operations for the for the year ended
March 31, 1999 and for the quarter ended June 27, 1999, assume the sale of EMG
took place on April 1, 1998. The pro forma consolidated Statements of Operation
do not include the effect of the gain from C.P. Clare's sale of EMG to Sumida.
The accompanying pro forma information is presented for illustrative purposes
only and is not necessarily indicative of the financial position or results of
operations which would actually have been reported had the sale of EMG occurred
during the periods presented, or which may be reported in the future.
The accompanying pro forma consolidated condensed financial statements should be
read in conjunction with the historical financial statements and related notes
thereto for C.P. Clare.
This Form 8-K/A amends the Current Report on Form 8-K of C.P. Clare
Corporation previously filed with the Securities and Exchange Commission on
August 27, 1999.
C.P. CLARE CORPORATION
PRO FORMA CONDENSED COMBINED BALANCE SHEET
($ in thousands)
(Unaudited)
Historical Pro forma Pro forma
June 27, 1999 Adjustments June 27, 1999
ASSETS
Current assets:
Cash, cash equivalents and investments $7,000 $36,426 (a) $43,426
Amount Due from Sumida - 1,203 (a) 1,203
Accounts receivable, net 21,217 -- 21,217
Inventories 22,384 (8,694) (b) 13,690
Other current assets 1,873 (79) (b) 1,794
Deferred income taxes 4,084 -- 4,084
----------- -------------- ------------
Total current assets 56,558 28,856 85,414
Property, plant and equipment, net 39,416 (10,007) (b) 29,409
Other assets:
Intangibles, net 10,648 -- 10,648
Other 625 (266) (b) 359
----------- -------------- ------------
$107,247 $18,583 $125,830
=========== ============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations $213 $ -- $213
Accounts payable 11,879 -- 11,879
Accrued liabilities 8,958 3,231 (b) 12,189
----------- -------------- ------------
Total current liabilities 21,050 3,231 24,281
Long-term capital lease obligations, net of current portion 247 -- 247
Deferred income taxes 511 -- 511
----------- -------------- ------------
Total liabilities 21,808 3,231 25,039
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, Authorized: 2,500,000 shares.
Issued and outstanding: None -- -- --
Common stock, $.01 par value, Authorized: 40,000,000 shares.
Issued and outstanding: 9,454,339 shares 95 -- 95
Additional paid-in capital 96,244 -- 96,244
Accumulated deficit (9,650) 15,352 (c) 5,702
Cumulative Translation Adjustment (1,250) -- (1,250)
----------- -------------- ------------
Total stockholders' equity 85,439 15,352 100,791
----------- -------------- ------------
$107,247 $18,583 $125,830
=========== ============== ============
See Note (1) to pro forma condensed combined financial statements
C.P. CLARE CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
($ in thousands, except per share amount)
(Unaudited)
Historical Pro forma
Quarter Ended Pro forma Quarter Ended
June 27,1999 Adjustments June 27,1999
Net sales $36,038 $(16,467) (d) $19,571
Cost of sales 27,512 (13,442) (d) $14,070
------------------- ------------------- --------------------
Gross profit 8,526 (3,025) 5,501
Operating expenses:
Selling, general and administrative 6,555 (656) (d) 5,899
Research and development 3,035 (278) (d) 2,757
In-Process research & development -- -- --
Restructuring costs -- -- --
------------------- ------------------- --------------------
Operating loss (1,064) (2,091) (3,155)
Interest income 26 455 (e) 481
Interest expense (23) -- (23)
Other income, net 29 -- 29
------------------- ------------------- --------------------
Loss before benefit from income taxes (1,032) (1,636) (2,668)
Benefit from income taxes (354) (561) (f) (915)
Net loss $(678) $(1,075) $(1,753)
=================== =================== ====================
Basic and diluted loss per share $(0.07) $(0.18)
=================== ====================
Basic and diluted weighted average number of common
shares outstanding: 9,457,992 9,457,992
=================== ====================
See Note (2) to pro forma condensed combined financial statements
C.P. CLARE CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
($ in thousands, except per share amounts)
(Unaudited)
Historical Pro forma
Year Ended Pro forma Year Ended
March 31,1999 Adjustments March 31,1999
Net sales $143,913 $(58,165) (g) $85,748
Cost of sales 102,876 (47,545) (g) 55,331
-------------------- ------------------- -------------------
Gross profit 41,037 (10,620) 30,417
Operating expenses:
Selling, general and administrative 28,191 (2,766) (g) 25,425
Research and development 9,678 (1,411) (g) 8,267
In-Process research & development 5,000 -- 5,000
Restructuring costs 3,700 -- 3,700
-------------------- ------------------- -------------------
Operating loss (5,532) (6,443) (11,975)
Interest income 571 1,821 (h) 2,392
Interest expense (232) -- (232)
Other expense, net (390) -- (390)
-------------------- ------------------- -------------------
Loss before benefit from income taxes (5,583) (4,622) (10,205)
Provision for income taxes -- -- --
Net loss $(5,583) $(4,622) $(10,205)
==================== =================== ===================
Basic and diluted loss per share $(0.59) $(1.09)
==================== ===================
Basic and diluted weighted average number of common
shares outstanding: 9,398,144 9,398,144
==================== ===================
See Note (2) to pro forma condensed combined financial statements
NOTES TO PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF JUNE 27, 1999 AND
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS FOR
THE YEAR ENDED MARCH 31, 1999 AND QUARTER ENDED JUNE 27, 1999
(Unaudited)
Note (1) Pro Forma Balance Sheet Adjustments
The following pro forma adjustments are required to reflect the Company's sale
of its wholly-owned subsidiary, EMG, to Sumida as of June 27, 1999 (the balance
sheet date).
Net Amount
----------
(a) To account for C.P. Clare's net cash received from the
sale of EMG to Sumida. $34,242,000
(b) To eliminate EMG's assets.
(c) To reflect the gain on the sale of EMG as follows:
Net proceeds to be
received by C.P. Clare $34,242,000
Less: Value of net assets
purchased by Sumida (18,890,000) $15,352,000
Note (2) Pro Forma Statements of Operations Adjustments
The following pro forma adjustments are required to reflect the pro forma
consolidated condensed statements of operations as a result of the Company's
sale of EMG as of March 31, 1999 and June 27, 1999. For purposes of the pro
forma statements of operations, it is assumed that the sale of EMG occurred on
April 1, 1998 so that the statements of operations would only include results
from continuing operations.
(d) To eliminate the effects of EMG's operations on the consolidated
statement of operations for the quarter ended June 27, 1999.
Quarter Ended
June 27, 1999
-------------
(e) Total interest income increase for C.P. Clare due to
the sale of EMG to Sumida. $455,000
(f) Income tax benefit. $561,000
(g) To eliminate the effects of EMG's operations on the consolidated
statement of operations for the year ended March 31, 1999.
Year Ended
March 31, 1999
--------------
(h) Total interest income increase for C.P. Clare due to
sale of EMG to Sumida. $1,821,000
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
C.P. CLARE CORPORATION
By: /s/ Harry Andersen
-----------------------------
Name: Harry Andersen
Title: Senior Vice President and
Chief Financial Officer
Dated: November 3, 1999