SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 28, 2001
WOLFPACK CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-26479 56-2086188
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4021 Stirrup Creek Drive, Suite 400, Research Triangle Park Durham, NC 27703
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 419-5600
NOT APPLICABLE
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(Former name or former address, if changed since last report)
This current report on Form 8-K/A-2 amends and supplements the Form 8-K
(the "Original Form 8-K") filed by Wolfpack Corporation (the "Company" or
"Wolfpack") on October 15, 2001 in connection with a transaction pursuant to
which the Company acquired approximately 93.64% of the outstanding common stock
of equitel, inc., ("equitel") a Delaware corporation, from the shareholders of
equitel, and the
Form 8-K/A filed by the Company on November 19, 2001. The transaction is
consummated in accordance with a Stock Purchase Agreement dated September 28,
2001. The unaudited pro forma financial information relating to such acquisition
is filed herewith as item 7(b) to the Original Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired
The financial statements of equitel, inc., as audited by their independent
public accountants for the periods therein are found in the Company's
Form 8-K/A, dated as of November 19, 2001, and filed with the Securities and
Exchange Commission on November 19, 2001.
(b) Pro Forma Financial Information
The following is a list of the pro forma condensed combining financial
information of the Company and equitel filed with this report:
Introduction.......................................................... 3.
Unaudited Pro Forma Condensed Combining Statement of
Operations for the Nine Month Period Ended September 30, 2001......... 4.
Unaudited Pro Forma Condensed Combining Statement of
Operations for the Year Ended December 31, 2000....................... 5.
Notes to Unaudited Pro Forma Condensed Combining
Financial Information................................................. 6.
(c) Exhibits
Exhibit No. Description
Exhibit 2.1 - Stock Purchase Agreement, dated September 28, 2001 by and
among Alpha Omega Group, Inc., Capital Research, Ltd.,
Lancer Offshore, Inc. and Lancer Partners, Limited
Partnership (filed with the registrant's Original
Form 8-K).
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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.
WOLPACK CORPORATION
Date: December 14, 2001 By:/s/ E. Eugene Whitmire
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Name: E. Eugene Whitmire
Title: Chief Financial Officer
UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL INFORMATION
The following pro forma financial information (including the notes thereto)
present condensed combining statements of operations of Wolfpack Corporation, as
adjusted for the acquisition of equitel, inc., in a transaction which occurred
on September 28, 2001 (the Transaction). The pro forma information has been
derived from the audited and unaudited financial statements of the entities
being combined. This information is not necessarily indicative of the combined
results of operations that would have occurred if the transaction had occurred
at January 1, 2000, nor is it indicative of future operating results. The data
set forth should be read in conjunction with the historical audited and
unaudited financial statements, including the related notes thereto.
The following pro forma condensed combining statements of operations for the
year ended December 31, 2000, and for the nine months ended September 30, 2001,
give effect to the Transaction as if it had occurred on January 1, 2000. A pro
forma balance sheet is not included herein as the results of the transaction
have already been reflected in the Wolfpack Corporation Form 10-QSB filed with
the Securities and Exchange Commission on November 19, 2001.
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WOLFPACK CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(all amounts in thousands, except per share data)
Historical Historical Pro Forma Combined
Wolfpack(a) equitel Adjustments Pro Forma
------------- ----------- ------------- ------------
(Note 2)
Revenues $ 1,570 $ 2,174 $ $ 3,744
Direct Costs 1,109 3,279 4,388
------- ------- --------
Gross Profit/(Loss) 461 (1,105) (644)
Expenses
Selling, General &
Administrative 1,638 3,342 4,980
Depreciation & Amortization 572 617 169 1,358
------- ------- ------- --------
Total Operating Expenses 2,210 3,959 169 6,338
------- ------- ------- --------
Loss from Operations (1,749) (5,064) (169) (6,982)
Other Expense (289) (560) (849)
------- ------- ------- --------
Net Loss $(2,038) $(5,624) $ (169) $ (7,831)
======= ======= ======= ========
Weighted Average Shares
Outstanding 10,083 21,909
Basic and Diluted Loss
Per Share $ (0.20) $ (.36)
======== ========
(a) Due to reverse acquisition discussed in Note 1 which occurred on September
28, 2001, the historical results of Wolfpack Corporation, as discussed in
the Company's Form 10-QSB filing on November 19, 2001, reflects the
historical results of operations of equitel.
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WOLFPACK CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
(all amounts in thousands, except per share data)
Historical Historical Pro Forma Combined
Wolfpack equitel Adjustments Pro Forma
---------- ---------- ----------- ---------
(Note 2)
Revenues $ 1,023 $ 1,657 $ $ 2,680
Direct Costs 732 2,466 3,198
------- ------- ------
Gross Profit/(Loss) 291 (809) (518)
Expenses
Selling, General &
Administrative 1,278 4,311 5,589
Depreciation & Amortization 310 784 1,545 2,639
------- ------- ------- ------
Total Operating Expenses 1,588 5,095 1,545 8,228
------- ------- ------- ------
Loss from Operations (1,297) (5,904) (1,545) (8,746)
Other Income (Expense) 19 (150) (131)
------- ------- ------- ------
Net Loss from Continuing
Operations Before Minority
Interests (1,278) (6,054) (1,545) (8,877)
Minority Interests 0 98 98
------- ------- ------- ------
Net Loss From Continuing
Operations $(1,278) $(5,956) $(1,545) $(8,779)
====== ====== ====== ======
Weighted Average Shares
Outstanding 8,314 20,140
Basic and Diluted Loss
Per Share $(0.15) $(0.44)
======== =======
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WOLFPACK CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINING
FINANCIAL INFORMATION
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
AND
FOR THE YEAR ENDED DECEMBER 31, 2000
Note 1 - Basis Of Presentation
The accompanying pro forma condensed combining statements of operations are
presented to reflect the business combination of Wolfpack Corporation and
equitel, inc, accounted for as a reverse acquisition, with the pre-combination
operations of equitel, inc. and Wolfpack Corporation becoming the ongoing
operations of the combined entities.
The accompanying pro forma condensed combining statements of operations combine
the historical operations of equitel, inc. and Wolfpack Corporation for the year
ended December 31, 2000, and the nine months ended September 30, 2001, as if the
acquisition had occurred at January 1, 2000.
On September 28, 2000, Wolfpack acquired 93.64% of the outstanding common stock
of equitel inc. in exchange for issuing 11,825,936 shares of Wolfpack common
stock. Although Wolfpack is the legal survivor in the transaction and remains
the registrant with the Securities and Exchange Commission, under United States
generally accepted accounting principles, the transaction is accounted for as a
reverse acquisition, whereby equitel is considered the 'acquirer' of Wolfpack
for financial reporting purposes as its former shareholders controlled more than
50% of the post transaction combined company. Under reverse acquisition
accounting, the purchase price of the Transaction is based on the fair market
value of the Wolfpack common stock issued. The purchase price will be allocated
to the Wolfpack assets acquired and liabilities assumed by equitel based on
their relative fair market values at the acquisition date as follows:
Current assets $ 435,590
Property and equipment 789,649
Other assets 83,764
Current liabilities (1,875,120)
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Net liabilities acquired $ (566,117)
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In accordance with purchase accounting, the assets and liabilities of Wolfpack
are adjusted to fair market value with the following allocation of the purchase
price:
Purchase price $ 21,877,978
===========
Tangible net liabilities acquired $ (566,117)
Intangible assets acquired:
Customer base 1,125,000
Distribution network 1,360,000
Others 320,000
-----------
Total Tangible/Intangible 2,238,883
Goodwill 19,639,095
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$ 21,877,978
===========
Wolfpack's management believes that, except for certain intangible assets and
goodwill, the historical carrying values of its assets and liabilities
approximate their fair value. The intangible assets acquired will be amortized
over the estimated useful lives, ranging from 1 to 3 years. Amortization of
similar assets, previously recorded in Wolfpack's results of operations has been
eliminated as part of the pro forma adjustments described below.
The final purchase price allocation may be different from preliminary
allocations based on the final determination of fair value. The final
allocation will be based upon the results of appraisals and other studies. Any
changes to the preliminary estimates within one year of the purchase date will
be reflected as an adjustment to goodwill. Wolfpack's management believes the
preliminary allocations of the purchase price discussed above are reasonable.
In June 2001, Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets," was issued. Under SFAS No. 142, goodwill
has an indefinite life and will no longer be amortized, but will be tested
annually for impairment. The Company will adopt SFAS No. 142 effective with the
beginning of fiscal 2002. Under SFAS No. 142, the goodwill created in this
transaction will not be amortized. As such, the pro forma information disclosed
herein does not depict goodwill amortization for this transaction nor does it
depict any modification of the Company's historical goodwill amortization of
previous business combinations.
Note 2 - Pro Forma Adjustments
These pro forma adjustments adjust historical intangible asset amortization for
the change resulting from the purchase price allocation discussed above to the
assets and liabilities of Wolfpack.
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EXHIBIT INDEX
Exhibit No. Description
2.1 Stock Purchase Agreement, dated September 28, 2001 by and among
Alpha Omega Group, Inc., Capital Research, Ltd., Lancer Offshore,
Inc. and Lancer Partners, Limited Partnership (filed with the
registrant's Original Form 8-K).
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