-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LWVwOORdCj2hIgwZO6d6gL3u4CdJbnmevWt5ihxnXrpj6eWt42YCzJp0bgjqdW07 h2UnPvvwx+ebqF6p7+dlbg== /in/edgar/work/20000605/0000889812-00-002699/0000889812-00-002699.txt : 20000919 0000889812-00-002699.hdr.sgml : 20000919 ACCESSION NUMBER: 0000889812-00-002699 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000518 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIRE ONE TECHNOLOGY INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: [5065 ] IRS NUMBER: 770312442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25940 FILM NUMBER: 649440 BUSINESS ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 MAIL ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: VIEW TECH INC DATE OF NAME CHANGE: 19950418 8-K 1 0001.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 18, 2000 WIRE ONE TECHNOLOGIES, INC. --------------------------- (Exact name of Registrant as Specified in its Charter)
Delaware 0-25940 77-0312442 ---------- --------- ----------- (State or Other Jurisdiction (Commission File No.) (IRS Employer Identification No.) of Incorporation)
225 Long Avenue, Hillside, NJ 07205 ----------------------------- ------- (Address of Principal Executive Offices) (Zip Code) (973) 282-2000 ---------------- (Registrant's Telephone Number, Including Area Code) INFORMATION TO BE INCLUDED IN REPORT Item 2. Acquisition and Disposition of Assets. On December 27, 1999, View Tech, Inc., a Delaware corporation ("VTI"), and All Communications Corporation, a New Jersey corporation ("ACC"), entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of February 29, 2000 by and between VTI and ACC (as amended, the "Merger Agreement"). On May 18, 2000 (the "Effective Time"), pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, ACC was merged with and into VTI with VTI as the surviving corporation of such merger (the "Merger"). At the Effective Time, all ACC shareholders received 1.65 shares of VTI common stock for each share of ACC common stock they owned, and owned approximately 74% of the outstanding common stock of VTI. Immediately following the Effective Time, VTI changed its name to Wire One Technologies, Inc. The foregoing description of the terms of the transactions is qualified in its entirety by reference to the Merger Agreement. A copy of the Merger Agreement is filed as Exhibits 2.1 and 2.2 and is incorporated herein by reference. A press release announcing the consummation of the Merger Agreement was issued on May 18, 2000. The press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. Incorporated by reference to ACC's (i) annual report on Form 10-KSB for the year ended December 31, 1999, as filed with the Securities and Exchange Commission on March 30, 2000 and (ii) quarterly report on Form 10-QSB for the period ended March 31, 2000, as filed with the Securities and Exchange Commission on May 15, 2000. (b) Pro Forma financial Information. Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2000. Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2000 and for the Year Ended December 31, 1999 2 (c) Exhibits. --------
Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger dated as of December 27, 1999 by and between View Tech, Inc. and All Communications Corporation.* 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of February 29, 2000, by and between View Tech, Inc. and All Communications Corporation.* 99.1 Text of Press Release dated May 18, 2000.** ------------------------ *Filed as an exhibit to View Tech, Inc.'s Registration Statement on Form S-4 (Registration No. 333-95145), and incorporated herein by reference. **Filed herewith.
3 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. WIRE ONE TECHNOLOGIES, INC. By /s/ Richard Reiss ------------------------------------ Richard Reiss President and Chief Executive Officer Date: June 2, 2000 4 UNAUDITED PRO FORMA FINANCIAL INFORMATION Under the terms of the merger, each outstanding share of ACC common stock was converted into the right to receive 1.65 shares of VTI common stock. All VTI share and per share information in the unaudited pro forma combined financial statements and accompanying notes gives effect to a 2 for 1 reverse stock split approved by VTI stockholders on May 18th, 2000. VTI was the surviving legal entity in the merger. However, for accounting purposes, ACC is deemed to be the acquiror and, accordingly, the merger was accounted for as a "reverse acquisition" of VTI under the purchase method of accounting. Under this method of accounting, the combined company's historical results for periods prior to the merger are the same as ACC's historical results. On the date of the merger, the assets and liabilities of VTI were recorded at their estimated fair values, and VTI's operations were included in ACC historical financial statements on a going forward basis. The following unaudited pro forma combined financial statements include the historical financial statements of VTI and ACC as of and for the three months ended March 31, 2000, and for the year ended December 31, 1999. The unaudited pro forma combined financial statements give effect to the merger as if it had occurred on March 31, 2000 for purposes of the unaudited pro forma combined balance sheet, and on January 1, 1999 for purposes of the unaudited pro forma combined statements of operations. The pro forma adjustments are based on preliminary estimates and certain assumptions that VTI and ACC believe are reasonable under the circumstances. The preliminary allocation of the purchase price to assets and liabilities of VTI reflects the assumption that assets and liabilities are carried at historical amounts which approximate fair market value. The actual allocation of the purchase price may differ from that reflected in the unaudited pro forma financial statements after a more extensive review of the fair market values of the assets and liabilities has been completed as of the acquisition date. When such a review is completed, a portion of the purchase price may be ascribed to intangible assets (other than goodwill) that have shorter amortization lives than the life ascribed to goodwill in preparing the accompanying pro forma financial statements. Thus, the resulting incremental amortization charges, if any, from that portion of the purchase price ascribed to other intangible assets could be materially different from the amortization expense presented in the pro forma financial statements. In addition, a final valuation of severance, office closings and other exit costs related to or arising from the merger has yet to be finalized, but is expected to be completed prior to the consummation of the merger. Actual results may differ from the estimates reflected in the pro forma adjustments. The following unaudited pro forma combined financial statements are based on assumptions and include adjustments as explained in the accompanying notes. These unaudited pro forma combined financial statements are not necessarily indicative of the actual financial results that would have occurred if the transactions described above had been effective on and as of the dates indicated and may not be indicative of operations in future periods or as of future dates. The unaudited pro forma combined financial statements should be read in conjunction with the accompanying notes and the historical financial statements and notes thereto of VTI and ACC which are included in their respective Quarterly Reports on Form 10-Q and 10QSB for the three months ended March 31, 2000 and their respective annual reports on Form 10-K and Form 10-KSB for the year ended December 31, 1999. Wire One Technologies Unaudited Pro Forma Combined Balance Sheet March 31, 2000
Historical Pro Forma ----------------------------------- Pro Forma Combined View Tech All Communications Adjustments Company --------- ------------------ ----------- ----------- ASSETS Current assets: Cash and cash equivalents ................. $ 69,768 $ 7,166,978 $ -- $ 7,236,746 Accounts receivable, net of allowance ..... 6,803,744 4,779,682 -- 11,583,426 Inventories ............................... 2,773,101 4,279,518 500,000 (1a) 7,552,619 Deferred income taxes ..................... -- 230,083 (200,000)(1a) 30,083 Prepaid expenses and other current assets .................... 819,833 188,488 -- 1,008,321 ------------ ----------- ------------ ----------- Total current assets .................... 10,466,446 16,644,749 300,000 27,411,195 Property and equipment, net ................. 2,061,157 631,887 -- 2,693,044 Goodwill and other intangibles, net ......... -- -- 31,896,829 (1a) 31,896,829 Other assets ................................ 368,444 151,105 -- 519,549 ------------ ----------- ------------ ----------- Total assets ............................ $ 12,896,047 $17,427,741 $ 32,196,829 $62,520,617 ============ =========== ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Loans payable-current portion ............. $ 1,226,559 $ 30,565 $ -- $ 1,257,124 Subordinated debt ......................... 1,639,532 -- -- 1,639,532 Accounts payable .......................... 6,684,490 2,179,535 -- 8,864,025 Accrued expenses .......................... 852,108 769,919 1,650,000 (1b) 3,272,027 Deferred revenue .......................... 2,904,024 459,170 -- 3,363,194 Other current liabilities ................. 918,060 240,993 -- 1,159,053 ------------ ----------- ------------ ----------- Total current liabilities ............... 14,224,773 3,680,182 1,650,000 19,554,955 Long-term debt .............................. 23,647 8,017 -- 31,664 ------------ ----------- ------------ ----------- Total liabilities ....................... 14,248,420 3,688,199 1,650,000 19,586,619 STOCKHOLDERS' EQUITY Common stock .............................. 941 13,796,290 (13,795,593)(1c) 1,638 Additional paid-in capital ................ 20,125,063 392,188 22,864,045 (1c) 43,381,296 Accumulated deficit ....................... (21,478,377) (448,936) 21,478,377 (1c) (448,936) ------------ ----------- ------------ ----------- Total stockholders' equity .............. (1,352,373) 13,739,542 30,546,829 42,933,998 ------------ ----------- ------------ ----------- Total liabilities and stockholders' equity .................. $ 12,896,047 $17,427,741 $ 32,196,829 $62,520,617 ============ =========== ============ ===========
The accompanying notes are an integral part of these unaudited proforma financial statements
Wire One Technologies, Inc. Unaudited Pro Forma Combined Statement of Operations for the Quarter ended March 31, 2000 Historical Pro Forma ------------------------------------ Pro Forma Combined View Tech All Communications Adjustments Company ----------- ------------------ ------------ ----------- Revenues ............................... $ 9,213,788 $5,983,507 $ -- $15,197,295 Cost of revenues ....................... 5,901,545 3,846,211 -- 9,747,756 ----------- ---------- ------------ ----------- Gross margin ........................... 3,312,243 2,137,296 -- 5,449,539 ----------- ---------- ------------ ----------- Selling ................................ 2,250,925 1,398,693 -- 3,649,618 General and administrative ............. 1,616,504 603,681 -- 2,220,185 Amortization of goodwill ............... 568,750 (2b) 568,750 ----------- ---------- ------------ ----------- 3,867,429 2,002,374 568,750 6,438,553 ----------- ---------- ------------ ----------- Income (loss) from operations .......... (555,186) 134,922 (568,750) (989,014) Other (income) expense: Net interest ........................... 741,040 (6,465) -- 734,575 Other .................................. -- 12,242 -- 12,242 ----------- ---------- ------------ ----------- 741,040 5,777 -- 746,817 ----------- ---------- ------------ ----------- Income (loss) before income taxes ...... (1,296,226) 129,145 (568,750) (1,735,831) Income tax (provision) benefit ......... -- (53,400) 53,400 (2c) -- ----------- ---------- ------------ ----------- Loss from continuing operations ........ $(1,296,226) $ 75,745 $ (515,350) $(1,735,831) =========== ========== ============ =========== Per share: Loss from continuing operations-basic .. $ (0.32) $ 0.01 $ (0.13) =========== ========== =========== Weighted average shares-basic .......... 4,114,587 5,301,503 3,445,976 (2d) 12,862,066 =========== ========== ============ =========== Loss from continuing operations-diluted................... $ (0.32) $ 0.01 $ (0.13) =========== ========== =========== Weighted average shares-diluted ........ 4,114,587 8,997,654 (250,175)(2d) 12,862,066 =========== ========== ============ ===========
The accompanying notes are an integral part of these unaudited pro forma financial statements. Wire One Technologies, Inc. Unaudited Pro Forma Combined Statement of Operations for the Year Ended december 31, 1999
Historical Pro Forma -------------------------------- Pro Forma Combined View Tech All Communications Adjustments Company ----------- ------------------ ----------- ----------- Revenues........................................ $35,479,607 $ 23,997,212 $ -- $59,476,819 Cost of revenues................................ 25,292,064 16,527,505 500,000(2a) 42,319,569 ----------- ------------ ----------- ----------- Gross margin.................................... 10,187,543 7,469,707 (500,000) 17,157,250 ----------- ------------ ----------- ----------- Selling......................................... 9,955,816 4,543,873 -- 14,499,689 General and administrative...................... 7,089,561 1,765,411 -- 8,854,972 Amortization of goodwill........................ -- -- 2,275,000(2b) 2,275,000 ----------- ------------ ----------- ----------- 17,045,377 6,309,284 2,275,000 25,629,661 ----------- ------------ ----------- ----------- Income (loss) from operations................... (6,857,834) 1,160,423 (2,775,000) (8,472,411) ----------- ------------ ----------- ----------- Other expense: Net interest expense............................ (687,083) (157,938) -- (845,021) Other........................................... -- (43,137) -- (43,137) ----------- ------------ ----------- ----------- (687,083) (201,075) -- (888,158) ----------- ------------ ----------- ----------- Income (loss) from continuing operations before income taxes.................................. (7,544,917) 959,348 (2,775,000) (9,360,569) Income tax (provision) benefit.................. (382,798) 105,239 87,261(2c) (190,298) ----------- ------------ ----------- ----------- Income (loss) from continuing operations........ $(7,927,715) $ 1,064,587 $(2,687,739) $(9,550,867) =========== ============ =========== =========== Per share: Income (loss) from continuing operations-- basic......................................... $ (2.02) $ .22 $ (.80) =========== ============ =========== Weighted average shares--basic.................. 3,921,259 4,910,000 3,191,500(2d) 12,022,759 =========== ============ =========== =========== Income (loss) from continuing operations--diluted........................ $ (2.02) $ .17 $ (.80) =========== ============ =========== Weighted average shares--diluted.............. 3,921,259 6,169,074 1,932,426(2d) 12,022,759 =========== ============ =========== ===========
The accompanying notes are an integral part of these unaudited pro forma financial statements. BASIS OF PRO FORMA PRESENTATION The unaudited pro forma combined financial statements of VTI have been prepared based on preliminary estimates of the purchase consideration and the allocation of the purchase price to the fair value of VTI assets and liabilities as of March 31, 2000. The actual consideration and allocation may differ from that reflected in the pro forma combined financial statements after further asset valuations and other procedures have been completed. Following is a schedule of the estimated purchase price, the estimated purchase price allocation and the estimated amortization of goodwill and other intangible assets as of March 31, 2000: ESTIMATED PURCHASE PRICE: Value of securities issued..................................................... $29,194,456 Direct merger costs............................................................ 1,650,000 ----------- Total.......................................................................... $30,844,456 ===========
The value of securities issued was determined as follows: Value of VTI shares............................................................ $26,924,689 Value of VTI options and warrants.............................................. 2,269,767 ----------- Value of securities issued..................................................... $29,194,456 ===========
The value of the shares was computed using a five-day average share price with a midpoint of December 28, 1999, the date of the merger announcement. The number of shares used in the computation is based on VTI shares outstanding as of March 31, 2000. The computation does not give effect to a contemplated reverse two for one stock split of VTI shares and equivalent shares prior to completion of the merger. Direct merger costs consist of brokerage, legal, accounting and other professional fees estimated to be incurred as follows: ACC............................................................................. $1,000,000 VTI............................................................................. 650,000 ---------- Total estimated direct merger costs............................................. $1,650,000 ==========
ESTIMATED PURCHASE PRICE ALLOCATION: VTI assets acquired........................................................... $ 12,896,047 VTI liabilities assumed....................................................... (14,248,420) Inventory step-up to fair market value........................................ 500,000 Deferred tax liability........................................................ (200,000) Goodwill and other intangible assets.......................................... 31,896,829 ------------ Total......................................................................... $ 30,844,456 ============
The VTI assets acquired and liabilities assumed are derived from the historical balance sheet of VTI as of March 31, 1999. The deferred tax liability was determined by applying the statutory income tax rate of 40% to the inventory step-up. Estimated annual amortization expense (based on an amortization period of fifteen years):............................................................... $2,275,000 ==========
Notes to Unaudited Pro Forma Combined Financial Statements 1. Unaudited Pro Forma Combined Balance Sheet Adjustments a. Records the allocation of a portion of the purchase price to the inventory step-up to fair market value, goodwill and other intangible assets, and the related deferred tax liability. b. Records the estimated direct costs of the merger. c. Records the recapitalization of ACC shares based on VTI's capital structure, the issuance of securities in connection with the merger, and the elimination of VTI's stockholders' deficit, as follows:
Additional Common Paid-in Accumulated Stock Capital Deficit ------------ ----------- ----------- Recapitalization of outstanding ACC shares based on VTI's capital structure..................... $(13,799,248) $13,799,248 $ -- Value of shares issuable in reverse merger....... 4,597 26,920,092 -- Value of options and warrants exchanged.......... -- 2,269,767 -- Elimination of VTI stockholders' deficit......... (942) (20,125,062) 21,478,377 ------------ ----------- ----------- Pro forma adjustment............................. $(13,795,593) $22,864,045 $21,478,377 ============ =========== ===========
2. Unaudited Pro Forma Combined Statement of Operations Adjustments a. Records the write-off of the inventory step-up to cost of revenues in the year ended December 31, 1999. b. Records the amortization of goodwill and other intangible assets. The goodwill and other intangible assets are amortized on a straight-line basis over 15 years. c. Records the adjustment to income taxes, as follows: Year Ended Three Months Ended December 31, March 31, 1999 2000 ------------------ ------------------ Reversal of deferred tax liability to income tax expense......................... $ 200,000 $ -- Reversal of ACC's net income tax expense (benefit) as a result of the pro forma combination and the effects of VTI's operating loss............................ (112,739) 53,400 ------------------ ------------------ Pro forma income tax adjustment.................................................. $ 87,261 $ 53,400 ================== ==================
On an historical basis, VTI has established a valuation allowance to offset the tax benefits of net operating loss carryforwards and other deferred tax assets. At such time as management of the combined company determines that it is more likely than not that the deferred tax assets are realizable, the valuation allowances will be reduced. VTI's realized deferred tax benefits will be credited to the goodwill asset established in the purchase price allocation. d. Following is the calculation of the combined weighted average shares outstanding for the year ended December 31, 1999 and for the three months ended March 31, 2000. Common stock equivalents of VTI and ACC, consisting of stock options and warrants, are not reflected in the pro forma diluted calculation because their inclusion would be anti- dilutive:
Year Ended Three Months Ended December 31, March 31, 1999 2000 ------------ ------------ Weighted average shares outstanding--VTI (basic and diluted).................. 3,921,259 4,114,587 ------------ ------------ Weighted average shares outstanding--ACC (diluted)............................ 6,169,074 8,997,654 Less: Adjustment of ACC diluted shares to reverse incremental shares.......... (1,259,074) (3,696,151) ------------ ------------ ACC shares basic and diluted, as adjusted..................................... 4,910,000 5,301,053 ------------ ------------ Weighted average shares outstanding--combined................................. 8,831,259 9,416,090 Incremental shares from conversion of ACC shares to VTI shares at a 1.65 to 1 ratio....................................................................... 3,191,500 3,445,976 ------------ ------------ Pro forma combined weighted average shares outstanding--basic and diluted..... 12,022,759 12,862,066 ============ ============
EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger dated as of December 27, 1999 by and between View Tech, Inc. and All Communications Corporation.* 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of February 29, 2000, by and between View Tech, Inc. and All Communications Corporation.* 99.1 Text of Press Release dated May 18, 2000.**
- ------------------------ * Filed as an exhibit to View Tech, Inc.'s Registration Statement on Form S-4 (Registration No. 333-95145), and incorporated herein by reference. ** Filed herewith. 5
EX-99.1 2 0002.txt PRESS RELEASE Exhibit 99.1 Thursday May 18, 12:44 pm Eastern Time Company Press Release SOURCE: All Communications Corp. Merger Forming Wire One Technologies, Inc. Approved by Shareholders HILLSIDE, N.J., May 18 /PRNewswire/ -- All Communications Corp. (OTC Bulletin Board: ACUC - news) and View Tech, Inc. (Nasdaq: VUTK - news) today announced that their respective shareholders have approved a definitive agreement to merge the two companies, forming Wire One Technologies, Inc., one of the largest video applications service providers (Video-ASPs) in the world. All Communications and View Tech will cease trading separately at the close of trading today. The merged company, Wire One Technologies, will commence trading tomorrow on the Nasdaq National Market System under the symbol WONE. Wire One Technologies will offer a full array of broadband-based video communications solutions, including one of the industry's first global Internet Protocol (IP) based videoconferencing subscriber services, utilizing DSL access. This service, featuring substantially reduced transmission costs and dramatically improved quality of service (QOS), will be introduced to commercial, education and government customers in the U.S. market later this year and rolled out globally in 2001. Wire One Technologies will be led by All Communications Corporation president, CEO and chairman Richard Reiss, who will retain these positions with Wire One. The company's corporate headquarters will be based in Hillside, New Jersey, with some 25 offices nationwide. "This merger creates a world-class organization that combines the technical expertise and state-of-the-art technologies of both companies," said Mr. Reiss. "Wire One will emerge as a company that will redefine the way organizations communicate and do business. "We expect our new IP videoconferencing service utilizing DSL access to become the natural choice for organizations seeking to migrate from more costly ISDN-based videoconferencing to IP videoconferencing. By reducing the cost of transmission while improving QOS, this service should generate a significant increase in videoconferencing usage in both the corporate, and ultimately, the consumer markets over the next several years." Following the merger, All Communications shareholders will receive 1.65 shares of Wire One for each share of ACUC. Each share of View Tech will represent .5 shares of Wire One. The new company will have a total of approximately 16.5 million shares outstanding. Wire One Technologies, Inc. is a leading video applications service provider (Video-ASP), providing complete single-source voice, video, and network communications solutions to the commercial, medical, and education marketplace as well as local, state, and federal government agencies. The company has sales and marketing agreements with Polycom, Inc., Cisco Systems, RADVision, VCON, PictureTel Corporation, VTEL Corporation, Accord, Madge Networks, Sony Electronics, Lucent, Panasonic, Active Voice, AT&T, Sprint, Covad Communications and Digital Island Inc. 6 The statements contained herein, other than historical information, are or may be deemed to be forward-looking statements and involve factors, risks and uncertainties that may cause actual results in future periods to differ materially from such statements. These factors, risks and uncertainties include market acceptance and availability of new products; the non-binding and nonexclusive nature of reseller agreements with manufacturers; rapid technological change affecting products; the impact of competitive products and pricing, as well as competition from other resellers; possible delays in the shipment of new products; and the availability of sufficient financial resources to enable the Company to expand its operations. SOURCE: All Communications Corp. 7
-----END PRIVACY-ENHANCED MESSAGE-----