SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: April 29, 1999
Date of earliest event reported: August 26, 1998
FVC.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-23305 77-0357037
--------- ----------
(Commission File No.) (IRS Employer Identification No.)
3393 Octavius Drive
Santa Clara, CA 95054
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 567-7200
Item 7. Pro Forma Financial Information.
On November 9, 1998, FVC.COM, Inc. filed a Current Report on Form 8-K/A which
included pro forma financial information with respect to the acquisition of
ICAST Corporation ("ICAST") by FVC Acquisition Corp., a wholly owned
subsidiary of FVC.COM, Inc. In its Annual Report on Form 10-K for the year
ended December 31, 1998 FVC.COM disclosed that the Company has recomputed the
in-process research and development charge ("IPR&D") for its acquisition of
ICAST in accordance with new Securities and Exchange Commission ("SEC")
guidelines. Based on the new SEC guidelines the Company has reduced its
estimate of the amount allocated in IPR&D in the ICAST acquisition by $1.5
million, from $6.2 million to $4.7 million. The pro forma financial
information filed herewith gives effect to the impact of this revision.
The pro forma financial information filed herewith is as follows:
a. Pro Forma Financial Information
Pro forma fianancial information for the year ended December 31,
1997 and the six months ended June 30, 1998 are included herein.
2
Item 7(a) - Pro Forma Financial Information
On August 26, 1998, FVC.COM, Inc. ("FVC" or the "Company") acquired
ICAST Corporation ("ICAST"). Since its inception, ICAST has been developing
software designed for Internet and intranet broadcasting of real-time video,
audio and data. The Company acquired all of the outstanding stock of ICAST in
exchange for 401,389 shares of FVC.COM common stock, a cash payment of
$327,000 and the assumption of certain debt and outstanding ICAST stock
options and warrants. The transaction was accounted for as a purchase,
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based upon their estimated fair market values at the date
of acquisition as determined by an independant appraisal. The acquired
in-process research and development ("IPR&D") represented the estimated fair
market value, using a risk-adjusted income approach, of specifically
identified technologies which had not reached technological feasibility and
had no alternative future uses.
The purchase price, including liabilities assumed of $1.8 million,
aggregated approximately $7.6 million, of which $6.2 million was initially
allocated to IPR&D. As a result of recent views expressed by the Securities and
Exchange Commission staff, the Company subsequently reduced its estimate of
the amount allocated to IPR&D by $1.5 million to $4.7 million and allocated
$2.5 million to goodwill and other identified intangibles.
The following unaudited pro forma combined condensed financial
information reflects the business combination between FVC and ICAST accounted
for using the purchase method of accounting. The pro forma combined
condensed statements of operations combine FVC's historical statements of
operations with ICAST's historical statements of operations for the year
ended December 31, 1997, and the six months ended June 30, 1998, and give
effect to the reduction in the amount initially allocated to IPR&D referred
to above. The pro forma combined condensed statements of operations reflect
the combination as if it had occurred at the beginning of each period
presented. A pro forma combined balance sheet is not being filed purusant to
Rule 11-02 of Regulation S-X. The consolidated blance sheet of FVC filed in
connection with the FVC.COM, Inc. Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 1998 includes the balance sheet data for ICAST.
The unaudited pro form combined condensed statements of operations are
not necessarily indicative of the operating results that would have been
achieved had the transaction been effected as of the beginning of such
periods and should not be construed as representative of future operations.
3
FVC.COM, INC. AND ICAST CORPORATION
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Year ended
December 31, 1997
------------------------ Pro Forma Pro Forma
FVC.COM, Inc. ICAST Corp. Adjustments Combined
------------- ----------- ----------- --------
Revenues .................................. $ 18,771 $ 107 $ 18,878
Cost of revenues .......................... 10,466 16 10,482
-------- -------- --------
Gross profit ...................... 8,305 91 8,396
Operating expenses:
Research and development .......... 5,420 1,049 6,469
Selling, general and administrative 6,997 980 $ 516(1) 8,493
-------- -------- --------
Total operating expenses .................. 12,417 2,029 14,962
-------- -------- --------
Operating loss ............................ (4,112) (1,938) (6,566)
Other (expense) income, net ............... (216) 59 (157)
-------- -------- --------
Net loss .................................. $ (4,328) $ (1,879) $ 516 $ (6,723)
-------- -------- -------- --------
-------- -------- -------- --------
Basic and diluted net loss per share ...... $ (1.44) $ (1.97)
-------- --------
-------- --------
Shares used to compute basic and diluted
net loss per share ................ 3,012 3,413
-------- --------
-------- --------
See accompanying notes to pro forma combined condensed statements of operations
4
FVC.COM, INC. AND ICAST CORPORATION
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Six Months ended
June 30, 1998
------------------------ Pro Forma Pro Forma
FVC.COM, Inc. ICAST Corp. Adjustments Combined
-------- -------- -------- --------
Revenues .................................. $ 20,033 $ 244 $ 20,277
Cost of revenues .......................... 10,805 36 10,841
-------- -------- --------
Gross profit ...................... 9,228 208 9,436
-------- -------- --------
Operating expenses:
Research and development .......... 3,871 814 4,685
Selling, general and administrative 5,347 1,088 $ 258(1) 6,693
-------- -------- --------
Total operating expenses .................. 9,218 1,902 11,378
-------- -------- --------
Operating loss ............................ 10 (1,694) (1,942)
Other expense, net ........................ (381) (16) (397)
-------- -------- -------- --------
Net loss .................................. $ (371) $ (1,710) $ 258 $ (2,339)
-------- -------- -------- --------
-------- -------- -------- --------
Basic and diluted net loss per share ...... $ (0.05) $ (0.30)
-------- --------
-------- --------
Shares used to compute basic and diluted
net loss per share ................ 7,504 7,905
-------- --------
-------- --------
See accompanying notes to pro forma combined condensed statements of operations
5
FVC.COM, INC. AND ICAST CORPORATION
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(unaudited)
1. Adjustments to the Pro Forma Combined Condensed Statements of Operations
The pro forma combined condensed statements of operations for the year
ended December 31, 1997 and the six months ended June 30, 1998 include
increases of $516,000 and $258,000, respectively, in selling, general and
administrative expenses to reflect the amortization of goodwill and other
intangible assets resulting from the acquisition over their estimated
useful lives.
2. Nonrecurring Charges
The nonrecurring charge of $4,664,000, resulting from IPR&D is not
reflected in the pro forma information presented herein pursuant to
Article 11 of Regulation S-X. Amounts allocated to technology were
estimated based upon an independent appraisal which used a risk
adjusted income approach applied to specifically identified technologies
giving consideration to the stage of completion of such technologies.
In-process technology was expensed upon acquisition because technological
feasibility had not been established and no alternative future uses
existed.
6
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.
FVC.COM, INC.
Dated: April 29, 1999 By: /s/ James O. Mitchell
-----------------------------
James O. Mitchell
Vice President, Operations
and Chief Financial Officer
7