SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
Amendment No. 1 to
Form 8-K
on
FORM 8-K/A
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 31, 2001
---------------
SHOCHET HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-15733 59-2651232
- ---------------------------- ----------------- -------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
433 Plaza Real, Suite 245, Boca Raton, Florida 33432
- ------------------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 362-9300
------------------
Not Applicable
----------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<Page>
Item 2. Acquisition or Disposition of Assets
The Company and SSI Securities Corp. (formerly Shochet Securities,
Inc., "SSI") have entered into an Agreement dated as of November 7, 2001 (the
"November 7, 2001 Agreement") with BlueStone Capital Corp. ("BlueStone"),
BlueStone Holding Corp. (formerly HealthStar Corp.) and Sands Brothers & Co.,
Ltd. ("Sands"), which amended the Agreement, dated August 1, 2001, as previously
amended and supplemented on August 31, 2001, among all of the parties other than
Sands. Under the November 7, 2001 Agreement, SSI relinquished its right to
receive a cash fee equal to 8% of gross revenues generated and collected by
BlueStone from the customer accounts previously transferred to BlueStone in
exchange for an aggregate cash payment of $314,000. In addition, the parties
further agreed that certain lease obligations of SSI relating to former branch
offices of SSI previously intended to be transferred to BlueStone would be
assumed by Sands.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(b) Pro Forma Financial Information
Pro Forma Consolidated Condensed Balance Sheet at July 31, 2001 and
notes thereto
Pro Forma Consolidated Condensed Statements of Operations
for the six months ended July 31, 2001 and notes thereto
Pro Forma Consolidated Statements of Operations for the year
ended January 31, 2001 and notes thereto
(c) Exhibits
Exhibit
Number Description
------- -----------
10.4 Agreement, dated as of November 7, 2001, among Shochet Holding
Corp., SSI Securities Corp., BlueStone Capital Corp.,
BlueStone Holding Corp. and Sands Brothers & Co., Ltd.
2
<Page>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The accompanying unaudited pro forma consolidated balance sheet and
statements of operations of Shochet Holding Corp. and Subsidiaries give effect
to the sale and transfer to BlueStone of the substantial majority of its
securities brokerage accounts, registered representatives and employees and
other tangible and intangible assets. These pro forma statements are presented
for illustrative purposes only. The pro forma adjustments are based upon
available information and assumptions that management believes are reasonable.
The Unaudited Pro Forma balance sheet as of July 31, 2001 and the Unaudited Pro
Forma Statements of Operations for the six months ended July 31, 2001 and for
the year ended January 31, 2001 do not purport to represent what the financial
position and results of operations of Shochet Holding Corp. would actually have
been if the sale had in fact occurred on July 31 or January 31, 2001, nor do
they purport to project the results of operations or financial position of
Shochet Holding Corp. for any future period or as of any date.
<Table>
<Caption>
SHOCHET HOLDING CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA BALANCE SHEET
July 31, 2001
Consolidated Amount Pro Forma Adjustments Pro Forma
Prior to Sale Dr Cr. Amount
------------------- -------------------------- -------------
ASSETS:
Cash and cash equivalents $ 994,000 $ - $ - $ 994,000
Receivable from broker dealers 1,497,000 1,497,000 -
Securities owned at market value 425,000 425,000 -
Receivable from FFGI 2,000 2,000 -
Notes receivable from officers and employees, net 390,000 347,000 43,000
Office furniture equipment and leasehold improvements, net 844,000 844,000 -
Goodwill, net 1,452,000 1,452,000 -
Net assets from discontinued operations - 1,986,000 1,986,000
Investment in BlueStone Holding Corp. - 145,000 145,000
Other assets 566,000 - 559,000 7,000
------------ ------------ ---------- ----------
Total Assets $ 6,170,000 $ 2,131,000 $ 5,126,000 $ 3,175,000
============ ============ =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Commissions payable $ 302,000 $ 302,000 $ - $ -
Notes payable 226,000 57,000 - 169,000
Accounts Payable and accrued expenses 526,000 526,000 - -
Deferred revenue 867,000 867,000 - -
------------ ------------ ---------- ----------
1,921,000 1,752,000 - 169,000
Liabilities subordinated to the claims of general creditors 500,000 500,000 - -
------------ ------------ ---------- ----------
Total Liabilities 2,421,000 2,252,000 - 169,000
------------ ------------ ---------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock ($.0001 par value; 1,000,000 shares authorized)
No shares issued and outstanding ) - - - -
Common stock ($.0001 par value; 15,000,000 shares authorized;
2,245,000 shares issued at July 31, 2001 and 2,225,000 shares
shares outstanding at July 31, 2001) - - - -
Treasury stock at cost ( 20,000 shares at July 31, 2001) (90,000) - - (90,000)
Loans to officers and employees (166,000) - - (166,000)
Additional paid-in capital 10,196,000 - - 10,196,000
Accumulated deficit (6,191,000) 743,000 - (6,934,000)
------------ ------------ ---------- ----------
Total Stockholders' Equity 3,749,000 743,000 - 3,006,000
------------ ------------ ---------- ----------
Total Liabilities and Stockholders' Equity $ 6,170,000 $ 2,995,000 $ - $ 3,175,000
============ ============ =========== ===========
</Table>
See notes to unaudited pro forma financial statements.
3
<Page>
<Table>
<Caption>
SHOCHET HOLDING CORP. AND SUBSIDIARIES
Unaudited Pro Forma Statement of Operations
For the Six Months Ended July 31, 2001
Consolidated
Amounts Pro Forma Adjustments Pro Forma
Prior to Sale Dr Cr. Amounts
------------------- ---------------------------- ---------------
REVENUES:
Commissions $ 3,070,000 $ 3,070,000 $ - $ -
Interest 397,000 373,000 - 24,000
Other 622,000 622,000 - -
----------- ----------- --------- ----------
TOTAL REVENUES 4,089,000 4,065,000 - 24,000
EXPENSES:
Compensation and benefits 3,658,000 3,656,000 2,000
Brokerage, clearing and exchange fees 422,000 422,000 -
Occupancy and equipment 692,000 692,000 -
Communications 264,000 264,000 -
Business development 598,000 598,000 -
Professional services 228,000 197,000 31,000
Other 791,000 - 714,000 77,000
----------- ----------- --------- ----------
TOTAL EXPENSES 6,653,000 - 6,543,000 110,000
----------- ----------- --------- ----------
LOSS FROM OPERATIONS (2,564,000) 4,065,000 6,543,000 (86,000)
DISCONTINUED OPERATIONS:
Loss from discontinued operations - 2,478,000 - (2,478,000)
----------- ----------- --------- ----------
NET LOSS $ (2,564,000) $ 6,543,000 $6,543,000 $ (2,564,000)
============ =========== ========== =============
</Table>
See notes to unaudited pro forma financial statements.
4
<Page>
SHOCHET HOLDING CORP. AND SUBSIDIARIES
Unaudited Pro Forma Statement of Operations
For the Year Ended January 31, 2001
<Table>
<Caption>
Consolidated
Amounts Pro Forma Adjustments Pro Forma
Prior to Sale Dr Cr. Amounts
------------------- ---------------- ------------ ---------------
REVENUES:
Commissions $ 6,215,000 $ 6,215,000 $ - $ -
Interest 985,000 796,000 - 189,000
Other 1,000,000 782,000 - 218,000
----------- ----------- ----------- -----------
TOTAL REVENUES 8,200,000 7,793,000 - 407,000
----------- ----------- ----------- -----------
EXPENSES:
Compensation and benefits 5,776,000 5,776,000 -
Brokerage, clearing and exchange fees 1,020,000 1,020,000 -
Occupancy and equipment 1,128,000 1,128,000 -
Communications 961,000 961,000 -
Management fees 38,000 38,000 -
Business development 1,113,000 1,113,000 -
Professional services 266,000 216,000 50,000
Other 973,000 - 718,000 255,000
----------- ----------- ----------- -----------
TOTAL EXPENSES 11,275,000 - 10,970,000 305,000
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (3,075,000) 7,793,000 10,970,000 102,000
DISCONTINUED OPERATIONS:
Loss from discontinued operations - 3,177,000 - (3,177,000)
----------- ----------- ----------- -----------
NET LOSS $ (3,075,000) $ 10,970,000 $ 10,970,000 $ (3,075,000)
============ ============ ============ ============
</Table>
See notes to unaudited pro forma financial statements.
5
<Page>
SHOCHET HOLDING CORP.
NOTES TO THE UNAUDITED PRO FORMA BALANCE SHEET
The adjustments to the unaudited pro forma balance sheet as of July
31, 2001 and the unaudited pro forma statements of operations for the six months
ended July 31, 2001 and for the year ended January 31, 2001 assume the
transaction described in this Current Report on Form 8-K/A occurred as of July
31, 2001 and January 31, 2001, respectively, and are as follows:
(1) To reflect the sale of assets and assumption of liabilities in connection
with the agreement for future contingent consideration, which has not been
valued.
(2) To reflect the receipt of 100,000 restricted shares of the common stock of
BlueStone Holding Corp. based on a fair market value of $1.45 per share or
$145,000 as of August 31, 2001.
(3) To reclassify assets and liabilities from discontinued operations.
SHOCHET HOLDING CORP. AND SUBSIDIARIES
Unaudited Pro Forma Adjustments
Pro Forma adjustments reflect the following transaction:
Pro Forma adjustments - Balance Sheet as of July 31, 2001 and statement of
operations for the six months ended July 31, 2001
<Table>
<Caption>
Dr. Cr.
1)
Loss on sale of net assets 743,000
Office furniture, equipment and leasehold 694,000
Goodwill, net 1,452,000
Other assets 109,000
Investment in BlueStone Holding Corp. 145,000
Subordinated note 500,000
Deferred revenues 867,000
To reflect sale of net assets
2)
Net assets from discontinued operations 1,986,000
Receivable from broker dealers 1,497,000
Securities owned at market value 425,000
Receivable from FFGI 2,000
Notes receivable from officers and employees 347,000
Office furniture, equipment and leasehold 150,000
Other asset 450,000
Commissions payable 302,000
Notes payable 57,000
Accounts payable and accrued expenses 526,000
To reclassify net asset to net assets from discontinued
operations
3)
Loss from Discontinued operations 2,478,000
Commissions 3,070,000
Interest 373,000
Other 622,000
Compensation and benefits 3,656,000
Brokerage, clearing and exchange fees 422,000
Occupancy and equipment 692,000
Communications 264,000
Business development 598,000
Professional services 197,000
Other 714,000
(continued)
6
<Page>
To reclassify balances from operations to discontinued operations
Pro Forma adjustments - Statement of operations for the year ended January 31, 2001
<Caption>
Dr. Cr.
1)
Loss from Discontinued operations 3,177,000
Commissions 6,215,000
Interest 796,000
Other 782,000
Compensation and benefits 5,776,000
Brokerage, clearing and exchange fees 1,020,000
Occupancy and equipment 1,128,000
Communications 961,000
Management fees 38,000
Business development 1,113,000
Professional services 216,000
Other 718,000
</Table>
To reclassify balances from operations to discontinued operations
7
<Page>
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.
Dated: November 14, 2001 SHOCHET HOLDING CORP.
By: /s/ Arnold Roseman
------------------
Arnold Roseman
Chief Financial Officer
8
<Page>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10.4 Agreement, dated as of November 7, 2001, among Shochet Holding Corp.,
SSI Securities Corp., BlueStone Capital Corp., BlueStone Holding
Corp. and Sands Brothers & Co., Ltd.
9