================================================================================ SECURITIES AND EXCHANGE COMMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of Earliest Event Reported): August 31, 2001 SONICS & MATERIALS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-20573 06-0854713 ------------ ------------------ (Commission (I.R.S. Employer File Number) Identification No.) 53 Church Hill Road Newtown, CT ---------------------------------------- (Address of Principal Executive Offices) 06470 ---------- (Zip Code) (203) 270-4600 --------------------------------------------------- (Registrant's Telepone Number, including area code) ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. This Amendment No. 1 to the Registrants Report on Form 8-K, dated August 31, 2001, is made in order to file, as required by Items 7(b) of Form 8-K, the pro-forma financial information in connection with the Registrant's disposition of its property located at 53 Church Hill Road, Newtown, Connecticut. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro-forma financial information reflects the disposition of the property located at 53 Church Hill Road, Newtown, Connecticut. SONICS & MATERIALS, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION On August 31, 2001, Sonics sold its Newtown, Connecticut real estate, consisting of land and its principal offices and manufacturing facility, to Acme Realty ("Acme"), a New York general partnership. The purchase price was $4,000,000 cash, less expenses of approximately $244,000. Upon completion of the sale, Sonics signed a triple net lease with Acme for an initial noncancelable term of ten years, with options to renew for two additional five-year periods. Sonics will occupy 58,363 square feet of the building for the first year of the lease, and 44,500 square feet for the balance of the lease term. The following unaudited pro forma financial statements include the historical financial statements of Sonics as of and for the year ended June 30, 2001, and include adjustments as explained in the accompanying notes. These unaudited pro forma financial statements are not necessarily indicative of the actual financial results that would have occurred if the transaction 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. SONICS & MATERIALS, INC. UNAUDITED PRO FORMA CONDENSED BALANCE SHEET JUNE 30, 2001 Pro forma Pro Forma Historical Adjustments as adjusted ------------ ------------ ------------ ASSETS ------ Current assets Cash and cash equivalents $ 820,835 $ 407,403 (1) $ 1,228,238 Accounts receivable - net 1,335,861 1,335,861 Inventories 3,961,383 3,961,383 Other current assets 65,788 65,788 ------------ ------------ ------------ Total current assets 6,183,867 407,403 6,591,270 Property and equipment - net 3,754,724 (3,418,788)(1) 335,936 25,012 (1) Other assets 618,925 (38,729)(2) 605,208 ------------ ------------ ------------ Total assets $ 10,557,516 $ (3,025,102) $ 7,532,414 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities Note payable - bank $ 1,190,000 $ 1,190,000 Current maturities of long-term debt 186,781 $ (33,421)(1) 153,360 Accounts payable and accrued expenses 877,217 (14,424)(1) 862,793 Customer advances 147,535 147,535 ------------ ------------ ------------ Total current liabilities 2,401,533 (47,845) 2,353,688 Deferred gain 336,735 (3) 336,735 Long-term debt 3,381,460 (3,275,263) 106,197 ------------ ------------ ------------ Total liabilities 5,782,993 (2,986,373) 2,796,620 Stockholders' equity Common stock 105,603 105,603 Additional paid-in capital 6,575,010 6,575,010 Accumulated deficit (1,906,090) (38,729)(2) (1,944,819) ------------ ------------ ------------ Total stockholders' equity 4,774,523 (38,729) 4,735,794 ------------ ------------ ------------ Total liabilities and stockholders' equity $ 10,557,516 $ (3,025,102) $ 7,532,414 ============ ============ ============ SONICS & MATERIALS, INC. UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2001 Pro forma Pro Forma Historical Adjustments as adjusted ------------ ------------ ------------ Net sales $ 11,347,937 $ 11,347,937 (55,145)(1) Cost of sales 7,767,931 302,167 (2) 8,014,953 ------------ ------------ ------------ Gross profit 3,580,006 (247,022) 3,332,984 ------------ ------------ ------------ Operating expenses: Selling 2,477,305 2,477,305 (24,775)(1) General and administrative 1,340,930 135,756 (2) 1,417,911 (34,000)(3) Research and development 410,346 410,346 Loss on assets held for sale 1,016,094 1,016,094 ------------ ------------ Total operating expenses 5,244,675 76,981 5,321,656 ------------ ------------ ------------ Operating loss (1,664,669) 324,003 (1,988,672) Interest - net 339,809 (226,004)(4) 113,805 ------------ ------------ ------------ Loss before income taxes (2,004,478) (97,999) (2,102,477) Provision for income taxes 73,737 73,737 ------------ ------------ Loss from continuing operations $ (2,078,215) $ (97,999) $ (2,176,214) ============ ============ ============ Net loss per share $ (0.59) $ (0.62) ============ ============ Shares used in per share computation 3,520,100 3,520,100 ============ ============ SONICS & MATERIALS, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS Balance sheet: (1) Records the sale of Sonics' Newtown, Connecticut real estate, the repayment of mortgage loan principal and accrued interest, and payment of the security deposit, as if the transaction occurred on June 30, 2001. (2) Records the write-off of deferred loan fees related to the mortgage loan. (3) Records the deferred gain on sale of the property. The gain will be amortized to earnings over the lease term. Statement of Operations: (1) Records the reversal of annual depreciation expense on the property. (2) Records annual rent expense for the initial year of the lease, based on usage of 58,363 square feet. Rent for subsequent years will be based on usage of 44,465 square feet. (3) Records amortization of the deferred gain on sale of the property. (4) Records the reversal of interest expense incurred on the building mortgage loan. 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, THEREUNTO DULY AUTHORIZED. Sonics & Materials, Inc. -------------------------- (Registrant) November 14, 2001 /s/ Lauren H. Soloff -------------------------- Lauren H. Soloff Vice President, Corporate Secretary