UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
AMENDMENT NO. 2
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
AUGUST 31, 2000 (SEPTEMBER 7, 1999)
MANGOSOFT, INC.
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(Exact name of registrant as specified in its charter)
Nevada 33-939994 87-0543565
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification. No.)
1500 West Park Drive, Suite 190
Westborough, MA 01581
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(508) 871-7397
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EXHIBIT INDEX LOCATED ON PAGE 4
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
On September 7, 1999, MangoMerger, a wholly-owned subsidiary of First
American Clock Co. ("First American"), merged (the "Merger") with and into
MangoSoft Corporation , pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated August 27, 1999. Following the Merger, the business to be
conducted by First American was the business of MangoSoft Corporation prior to
the Merger. In conjunction with the Merger, First American, which is the legal
acquirer and surviving legal entity, changed its name to MangoSoft, Inc. (the
"Company"). The Form 8-K filed by the Company on September 21, 1999, which
initially reported the Merger, did not contain the financial information
required by this item.
The purpose of this Amendment No. 2 to the Company's Form 8-K dated
September 21, 1999 is to include the related financial and pro forma financial
information required by this Item. The exhibit index is located on page 4 of
this report.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MANGOSOFT, INC.
/s/ Robert E. Parsons
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Name: Robert E. Parsons
Dated: August 31, 2000 Title: Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibits Description
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13.1 Audited Financial Statements of MangoSoft Corporation for the
Years Ended December 31, 1998 and 1997 and Independent Auditors'
Report
99.1 Unaudited Interim Financial Statements of MangoSoft Corporation
for the Six Months Ended June 30, 1999 and 1998
99.2 Pro Forma Condensed Combined Balance Sheets as of June 30, 1999
relating to the Company's acquisition of MangoSoft Corporation.
99.3 Pro Forma Condensed Combined Statements of Operations for the Six
Months Ended June 30, 1999 relating to the Company's acquisition
of MangoSoft Corporation.
99.4 Pro Forma Condensed Combined Statements of Operations for the Year
Ended December 31, 1998 relating to the Company's acquisition of
MangoSoft Corporation.
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