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FORM 8-K/A NO. 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): August 29, 1995
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Thomas Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Texas
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(State or Other Jurisdiction of Incorporation)
0-22010 72-0843540
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(Commission File Number) (I.R.S. Employer Identification No.)
5215 N. O'Connor Blvd., Suite 2500
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Irving, Texas 75039
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(Address of Principal Executive Offices) (Zip Code)
(214) 869-3400
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 29, 1995, Thomas Group, Inc. (the "Company") acquired substantially
all of the assets of Interlink Technologies, Inc. ("Interlink"), a Toledo, Ohio
based company specializing in process control software solutions. The Company
used existing cash balances to pay the $1,500,000.00 purchase price, which was
negotiated with the principal stockholders of Interlink.
The assets acquired include existing client contracts, computer hardware,
inventories of software, and all intellectual property of Interlink. The
assets acquired were used in Interlink's core business: the provision of
paperless warehouse and distribution systems, including software packages,
customization, installation and training services. The Company intends to
continue to utilize the purchased assets as part of Interlink's business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Filed as part of this report are the following financial statements and pro
forma financial information:
99.1 Audited Financial Statements of Interlink Technologies, Inc. as of and
for the Periods Ended August 31, 1994 and 1993.
99.3 Pro Forma Consolidated Balance Sheet (Unaudited) of Thomas Group, Inc.
as of June 30, 1995.
99.4 Pro Forma Consolidated Statements of Operations (Unaudited) of Thomas
Group, Inc. for the Year Ended December 31, 1994 and for the Six Months Ended
June 30, 1995.
99.5 Unaudited Statements of Operations of Interlink Technologies, Inc. for
the Ten Months Ended June 30, 1995 and June 30, 1994.
99.6 Unaudited Statements of Cash Flows of Interlink Technologies, Inc. for
the Ten Months Ended June 30, 1995 and June 30, 1994.
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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.
Thomas Group, Inc.
(Registrant)
Date: July 19, 1996 By: /s/ PHILIP R. THOMAS
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(Signature)
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INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
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99.1 Audited Financial Statements of
Interlink Technologies, Inc. as of
and for the Periods Ended August
31, 1994 and 1993.
99.3 Pro Forma Consolidated Balance
Sheet (Unaudited) of Thomas Group,
Inc. as of June 30, 1995
99.4 Pro Forma Consolidated Statements
of Operations (Unaudited) of
Thomas Group, Inc. for the Year
Ended December 31, 1994 and for
the Six Months Ended June 30, 1995
99.5 Unaudited Statements of Operations
of Interlink Technologies, Inc.
for the Ten Months Ended June 30,
1995 and June 30, 1994
99.6 Unaudited Statements of Cash Flows
of Interlink Technologies, Inc.
for the Ten Months Ended June 30,
1995 and June 30, 1994