SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2 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): August 18, 2000
Commission File Number: 333-35808
DAUPHIN TECHNOLOGY, INC.
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(Exact name of Registrant as specified in its charter)
ILLINOIS 3570 87-0455038
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(State or Other Jurisdiction (Primary Standard (I.R.S. Employer Number)
of Incorporation or Organization) Industrial
Classification
Identification No.)
800 E. Northwest Hwy., Suite 950, Palatine, IL 60067
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(Address of principal executive offices, including Zip Code)
(847) 358 4406
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 28, 2000 Dauphin Technology, Inc. (the "Company"), filed a Form
8-K to report, through its wholly-owned subsidiary, ADD Acquisition Corp.
("Acquisition Corp"), the August 18, 2000 acquisition of substantially all of
the assets of T & B Design, Inc. (f/k/a Advanced Digital Designs, Inc.)("ADD"),
Advanced Technologies, Inc. ("ATI"), and 937 Plum Grove Road Partnership ("937")
pursuant to an Asset Purchase Agreement by and among the Company, Acquisition
Corp., ADD, ATI, 937 and the stockholders of ADD and ATI and partners of 937.
Pursuant to Item 7 of the Form 8-K, Dauphin Technology, Inc. indicated that it
would file certain financial information no later than the date required by Item
7 of Form 8-K. This Amendment No. 1 is being filed to provide such financial
information.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The following combined financial statements of ADD, ATI and 937 are
included as Exhibit 99.1 to the Current Report on Form 8-K and are incorporated
herein by this reference:
Independent Auditors' Report
Combined Balance Sheets as of December 31, 1997, 1998 and 1999 and
June 30, 2000
Combined Statements of Earnings for the years ended December 31, 1997,
1998 and 1999 and for the six months ended June 30, 1999 and 2000
Combined Statements of Stockholders' Equity for the three years ended
December 31, 1999 and the six months ended June 30, 2000
Combined Statements of Cash Flows for the years ended December 31,
1997, 1998 and 1999 and the six months ended June 30, 1999 and 2000
Notes to Combined Financial Statements
(b) Pro forma Financial Information
The following unaudited pro forma financial information of the Company is
included as Exhibit 99.2 to the Current Report on Form 8-K and are incorporated
herein by reference:
Introduction to Unaudited Pro Forma Condensed Combined Financial
Information
Unaudited Pro Forma Condensed Combined Statement of Operations for the year
ended December 31, 1999
(b) Pro forma Financial Information - continued
Unaudited Pro Forma Condensed Combined Statement of Operations for the six
months ended June 30, 2000
Unaudited Condensed Combined Balance Sheet as of June 30, 2000
Notes to Unaudited Pro Forma Condensed Combined Financial Information
(c) Exhibits
The Exhibits that are filed with the Current Report on Form 8-K are set
forth in the Exhibit Index to this Current Report on Form 8-K.
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.
Dauphin Technology, Inc.
Dated: September 25, 2000
By: /s/ Harry L. Lukens, Jr.
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Harry L. Lukens, Jr.
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Exhibit
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2.1 Asset Purchase Agreement, by and among the Company, ADD Acquisition
Corp., T & B Design, Inc. (f/k/a Advanced Digital Designs, Inc.),
Advanced Technologies, Inc., 937 Plum Grove Road Partnership, the
Stockholders of T & B Design, Inc. and Advanced Technologies, Inc. and
the partners of 937 Plum Grove Road Partnership, dated August 18, 2000.
(previously filed)
2.2 Escrow Agreement, dated August 18, 2000, by and between ADD Acquisition
Corp., a subsidiary of Dauphin Technology, Inc., T & B Design, Inc.
f/k/a Advanced Digital Designs, Inc., an Illinois corporation, Anthony
Vitucci and Bruce Karsten, and National City Bank of Michigan/Illinois.
(previously filed)
99.1 The following combined financial statements of T & B Design, Inc.
(f/k/a Advanced Digital Designs, Inc.), Advanced Technologies, Inc. and
937 Plum Grove Road Partnership:
Independent Auditors' Report
Combined Balance Sheets as of December 31, 1997, 1998 and
1999 and June 30, 2000
Combined Statements of Earnings for the years ended December
31, 1997, 1998 and 1999 and the six months ended June 30,
1999 and 2000
Combined Statements of Stockholders' Equity for the three
years ended December 31, 1999 and six months ended June 30,
2000
Combined Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999 and the six months ended
June 30, 1999 and 2000
Notes to Combined Financial Statements
99.2 The following unaudited pro forma financial information of Dauphin
Technology, Inc.:
Introduction to Unaudited Pro Forma Condensed Combined
Financial Information
Unaudited Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 1999
Unaudited Pro Forma Condensed Combined Statement of
Operations for the six months ended June 30, 2000
Unaudited Condensed Combined Balance Sheet as of June 30,
2000
Notes to Unaudited Pro Forma Condensed Combined Financial
Information