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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 21, 2000
ACCOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26620 94-3055907
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
1490 O'Brien Drive Menlo Park, California 94025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 328-3818
FORM 8-K/A
This Form 8-K/A is being filed by Accom, Inc. ("Accom" or the "Company") and
certain of its subsidiaries to amend Accom's Current Report on Form 8-K filed on
January 21, 2000 (the "Original Form 8-K") to report the sale of the assets
related to the ELSET virtual set product line to IMadGINE Video Systems
Marketing B.V., a Dutch company that is a wholly owned subsidiary of Orad Hi-Tec
Systems Ltd., an Israeli corporation. The Original Form 8-K is hereby amended to
add the financial statements included in Item 7(b) below.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
On January 21, 2000, Accom, Inc., a Delaware corporation
("Accom" or the "Company"), and certain of its subsidiaries sold substantially
all of their respective assets related to the ELSET virtual set product line
("ELSET") to IMadGINE Video Systems Marketing, B.V.("IMadGINE"), a Dutch company
that is a wholly owned subsidiary of Orad Hi-Tec Systems Ltd. ("Orad"), an
Israeli corporation. IMadGINE also purchased the stock of Accom's subsidiary,
Accom Poland Sp. z o.o., a Polish corporation ("Accom Poland"). The Company and
its subsidiaries also sold certain intellectual property related to the ELSET
business.
The Company sold these assets in exchange for: (i) $4,000,000 in cash
and (ii) a warrant to purchase 70,423 ordinary shares of Orad.
The unaudited pro forma balance sheets as of September 30, 1999 and
December 31, 1998 and the statements of operations for the nine months ended
September 30, 1999 and the twelve months ended December 31, 1998, have been
prepared by eliminating from the historical financial statements of the Company
those amounts related exclusively to the ELSET product line for the period
represented. Pro forma adjustments have been made to the historical financial
statements assuming the sale of the ELSET product line had occurred as of
January 1, 1998 and January 1, 1999.
The pro forma financial information is intended for
informational purposes only and is not necessarily indicative of the future
financial position or results of operations of the Company after the sale. In
addition, the pro forma financial information is not indicative of the actual
results that would have occurred had the acquisition been effected on January 1,
1998 and January 1, 1999. The unaudited pro forma balance sheets and statements
of operations and accompanying notes should be read in connection with and are
qualified by the historic financial statements of the Company and notes thereto.
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Accom, Inc.
Unaudited Pro Forma
Condensed Consolidated Interim Balance Sheet
As of September 30, 1999
(in thousands)
Accom, Pro Forma Pro Forma
Inc. Adjustments As Adjusted
-------- -------- --------
Assets
Current assets:
Cash and cash equivalents $ 517 $ -- $ 517
Accounts receivable, net 3,606 (36)(a) 3,570
Inventories 4,585 -- 4,585
Other current assets 1,176 -- 1,176
-------- -------- --------
Total current assets 9,884 (36) 9,848
Property and equipment, net 2,364 (120)(b) 2,244
Intangibles, net 2,838 -- 2,838
Other assets 70 -- 70
-------- -------- --------
Total assets $ 15,156 $ (156) $ 15,000
======== ======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Bank borrowings-line of credit $ -- $ -- $ --
Current portion of notes payable 1,315 -- 1,315
Accounts payable 3,298 -- 3,298
Accrued liabilities 4,202 -- 4,202
-------- -------- --------
Total current liabilities 8,815 -- 8,815
Long-term loans and notes payable,
less current portion 3,310 -- 3,310
Stockholders' equity
Common stock 24,197 -- 24,197
Notes receivable from stockholders (630) -- (630)
Accumulated deficit (20,536) (156)(c) (20,692)
-------- -------- --------
Total stockholders' equity 3,031 (156) 2,875
-------- -------- --------
Total liabilities and
stockholders' equity $ 15,156 $ (156) $ 15,000
======== ======== ========
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Accom, Inc.
Unaudited Pro Forma
Condensed Consolidated Balance Sheet
As of December 31, 1998
(in thousands)
Accom, Pro Forma Pro Forma
Inc. Adjustments As Adjusted
---------- ----------- -----------
Assets
Current assets:
Cash and cash equivalents $ -- $ -- $ --
Accounts receivable, net 3,578 (2)(a) 3,576
Inventories 5,345 -- 5,345
Other current assets 535 -- 535
-------- -------- --------
Total current assets 9,458 (2) 9,456
Property and equipment, net 3,299 (177)(b) 3,122
Intangibles, net 3,247 -- 3,247
Restricted cash 1,132 -- 1,132
Other assets 77 -- 77
-------- -------- --------
Total assets $ 17,213 $ (179) $ 17,034
======== ======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Bank borrowings-line of credit $ 3,916 $ -- $ 3,916
Current portion of notes payable 900 -- 900
Accounts payable 2,108 -- 2,108
Accrued liabilities 5,195 (13)(d) 5,182
-------- -------- --------
Total current liabilities 12,119 (13) 12,106
Long-term loans and notes payable,
less current portion 1,165 -- 1,165
Stockholders' equity
Common stock 24,197 -- 24,197
Notes receivable from stockholders (630) -- (630)
Accumulated deficit (19,638) (166)(e) (19,804)
-------- -------- --------
Total stockholders' equity 3,929 (166) 3,763
-------- -------- --------
Total liabilities and
stockholders' equity $ 17,213 $ (179) $ 17,034
======== ======== ========
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Accom, Inc.
Unaudited Pro Forma
Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 1999
(in thousands, except per share data)
Nine months
ended
September 30,
1999
------------- Pro Forma Pro Forma
Accom, Inc. Adjustments As Adjusted
---------- ----------- -----------
Sales $ 26,654 $ (121)(a) $ 26,533
Cost of sales 12,162 -- 12,162
-------- -------- --------
Gross profit 14,492 (121) 14,371
Operating expenses 15,074 (872)(b) 14,202
-------- -------- --------
Operating income (loss) (582) 751 169
Other expense (314) -- (314)
-------- -------- --------
Loss before provision
for income taxes (896) 751 (145)
Provision for income taxes
2 -- 2
-------- -------- --------
Net loss $ (898) $ 751 $ (147)
======== ======== ========
Net loss per share-
basic and diluted $ (0.09) $ (0.01)
======== ======== ========
Weighted average shares
outstanding-
basic and diluted 10,123 10,123
======== ======== ========
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Accom, Inc.
Unaudited Pro Forma
Condensed Consolidated Statement of Operations
For the Twelve Months Ended December 31, 1998
(in thousands, except per share data)
Twelve months
ended
December 31,
1998
------------ Pro Forma Pro Forma
Accom, Inc. Adjustments As Adjusted
-------- -------- --------
Sales $ 11,847 (305)(a) $ 11,542
Cost of sales 6,406 (1)(c) 6,405
-------- -------- --------
Gross profit 5,441 (304) 5,137
Operating expenses 12,455 (1,291)(b) 11,164
-------- -------- --------
Operating loss (7,014) 987 (6,027)
Other income 114 -- 114
-------- -------- --------
Loss before provision
for income taxes (6,900) 987 (5,913)
Provision for income taxes
19 -- 19
-------- -------- --------
Net loss $ (6,919) $ 987 $ (5,932)
======== ======== ========
Net loss per share-
basic and diluted $ (1.00) $ (0.86)
======== ======== ========
Weighted average shares
outstanding-
basic and diluted 6,891 6,891
======== ======== ========
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Accom, Inc. Sale of ELSET Product Line
Notes to Pro Forma Condensed Consolidated Statement of Operations
1. The pro forma balance sheets include the following adjustments:
(a) To reflect the elimination of accounts receivable pertaining to ELSET
sales
(b) To reflect the elimination of property and equipment used exclusively
in work pertaining to ELSET
(c) To reflect the increase in the accumulated deficit resulting from the
elimination of the accounts receivable and property and equipment
referenced in (a) and (b) above
(d) To reflect the elimination of deferred revenue relating to maintenance
support of ELSET software in future periods
(e) To reflect the increase in the accumulated deficit resulting from the
elimination of the accounts receivable, property and equipment, and
deferred revenue referenced in (a), (b) and (d) above.
2. The pro forma statements of operations include the following adjustments:
(a) To reflect the elimination of sales of ELSET products and ELSET
software maintenance support
(b) To reflect the elimination of expenses directly related to the ELSET
product line
(c) To reflect the elimination of cost of sales relating to the sale of
ELSET products
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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.
ACCOM, INC.,
a Delaware corporation
By: /s/ JUNAID SHEIKH
--------------------------
Name: Junaid Sheikh
Title: Chief Executive Officer
March 20, 2000
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