SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 11, 1999
Date of Report(Date of earliest event reported)
Euphonix, Inc.
(Exact name of registrant as specified in its charter)
California 0-26516 77-0189481
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
220 Portage Avenue, Palo Alto, California 94306
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 855-0400
Item 7. Financial Statements
b) Unaudited Pro-Forma Condensed Consolidated Financial Statements
The following unaudited pro forma consolidated balance sheet as of September
30, 1999 gives effect to the financial impact of the conversion of the $2
million promissory note into common stock in October 1999, and the $1.75 million
private placement of our common stock in November 1999. The pro forma
consolidated balance sheet as of September 30, 1999 gives pro forma effect to
these events as if such transactions were consummated on that date. We have not
presented a pro forma statement of operations as these events do not have any
impact on our results of operations.
The Unaudited Pro Forma Condensed Consolidated Pro Forma Financial
Statements should be read in conjunction with the audited consolidated financial
statements and notes thereto that are included in our Form 10-K filed with the
Securities and Exchange Commission on April 26, 1999. The Unaudited Consolidated
Pro Forma Financial Statements have been prepared by our management and are not
necessarily indicative of the presentation of our balance sheet or results of
operations for any future period.
September 30, 1999
----------------------------------------------
Euphonix Pro Forma Euphonix
Historical Adjustments Pro Forma
(unaudited)
-------------- -------------- --------------
Current assets
Cash & short term investments $ 153,952 $ 1,442,699 A,B $ 1,596,651
Accounts receivable 1,723,041 (440,708) 1,282,333
Inventory 6,505,627 645,162 7,150,789
Prepaid and other expenses 352,755 (16,366) 336,389
Total current assets ------------- ------------- ------------
8,735,375 1,630,787 10,366,162
Property and equipment (net) 1,706,194 31,020 1,737,214
Deposits & other assets 300,860 (2,868) 297,992
------------- -------------- ------------
Total assets $ 10,742,429 $1,658,939 $12,401,368
============= ============== ============
Current Liabilities
Accounts payable $ 1,231,279 $ (18,550) $ 1,212,729
Accrued payroll and related
liabilities 525,035 14,590 539,625
Accrued warranty 519,591 7,152 526,743
Accrued commissions 81,123 (32,694) 48,429
Sales tax payable 9,131 4,287 13,418
Other accrued liabilities 493,799 728,401 1,222,200
Customer deposits 328,517 285,591 614,108
Short term portion capital leases 4,713 (1,685) 3,028
------------- -------------- ------------
Total current liabilities 3,193,188 987,092 4,180,280
Long term portion capital leases 2,282 --- 2,282
Convertible notes (includes accrued
interest of $87,701) 4,187,701 (2,048,843)A 2,138,858
Deferred income taxes 200,000 --- 200,000
Shareholders' Equity:
Common Stock 7,957 3,777 A,B 11,734
Additional paid-in capital 16,975,313 3,813,257 A,B 20,788,570
Accumulated other comprehensive
income 62,989 (6,068) 56,921
Accumulated deficit (13,887,001) (1,090,276) (14,977,277)
-------------- ---------------- ------------
Total Shareholders' equity 3,159,258 2,720,690 5,879,948
-------------- ---------------- ------------
Total liabilities and shareholders'
equity $ 10,742,429 $1,658,939 $12,401,368
============== =============== ============
Notes to Unaudited Pro-Forma Condensed Consolidated Financial Data
(A) In April 1999, the Company executed a secured promissory note with existing
investors under which the Company may draw up to $2 million through July 31,
1999. During the quarter ended June 30, 1999, the Company received the entire $2
million under the agreement. In October 1999, the Company converted the April
1999 secured promissory note of $2.0 million principal and $66,990 accrued
interest into 1,981,014 shares of common stock of the Company at $1.03 per
share.
(B) In November 1999, existing and new investors purchased $1.75 million of
1,581,706 shares of common stock of the Company at $1.1064 per share.
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 hereunto duly authorized.
Date: November 23, 1999 By: /s/ Barry Margerum
Barry Margerum
Chief Executive Officer, President
and Director