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Amendment to a previously filed 8-K

8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A

                                (Amendment No. 4)

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of Earliest Event Reported): April 3, 2003



                      FRONTLINE COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)


           Delaware                        001-15673          13-3950283
                                         
(State or other jurisdiction of          (Commission       (I.R.S. Employer
        incorporation)                   File Number)      Identification No.)
                                         


                One Blue Hill Plaza, Pearl River, New York 10965
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (845) 623-8553



           Former name or former address, if changed since last report









         On June 17 and 18, 2003, the Company filed with the Commission the
Financial Statements of Proyecciones y Ventas Organizadas, S.A. de C.V. ("
Provo") and pro forma financial information related to its acquisition of Provo.
The pro forma information was prepared considering Provo as the acquirer for
accounting purposes and treating the transaction as a reverse acquisition. Based
on subsequent research, the Company has determined that it is the acquirer for
accounting purposes and accordingly, the pro forma financial information is
amended and filed herewith.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.


         (b) Pro Forma Financial Information.

         Unaudited Pro Forma Condensed Combined Financial Information for
         Proyecciones y Ventas Organizadas, S.A. de C.V and Frontline
         Communications Corporation .

         (i)      Introduction
         (ii)     Pro Forma Combined Balance Sheet as of December 31, 2002
         (iii)    Pro Forma Combined Statements of Operations for the year ended
                  December 31, 2002 
         (iv)     Notes to Pro Forma Combined Statements of Operations

         (c)      Exhibits

         Reference is made to exhibits previously filed with the Securities and
         Exchange Commission, as Exhibits to the Company's Reports on Form 8-K
         filed with the Commission on April 18, 2003, May 6, 2003, June 17, 2003
         and June 18, 2003. Audited financial statements of Provo filed with the
         previous Form 8-K/A are incorporated by reference.


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                                   Signatures




         Pursuant to the requirements of the Securities Exchange Act of 1934,
         the Registrant has duly caused this amendment to be signed on its
         behalf by the undersigned thereunto duly authorized.


         Dated: October 6, 2003

                                    By: /s/ Vasan Thatham 
                                       --------------------------------------
                                        Vasan Thatham
                                        Principal Financial Officer and Vice 
                                        President




                                       3




                      Frontline Communications Corporation
                                       and

                 Proyecciones y Ventas Organizadas, S.A. de C.V.

               Unaudited Pro Forma Combined Financial Information

                  On April 3, 2003 , the Registrant ("Frontline") completed the
         acquisition of all of the issued and outstanding stock of Proyecciones
         y Ventas Organizadas, S.A. de C.V., a corporation organized under the
         laws of the Republic of Mexico ("Provo"). The acquisition was
         consummated pursuant to the terms and provisions of an amended and
         restated stock purchase agreement dated April 3, 2003 between
         Frontline, Provo and the former shareholders of Provo.

                  As a consideration for the stock in Provo, Frontline issued to
         the Sellers a total of 220,000 shares of Frontline's Series C
         convertible preferred Stock. Each share of Series C convertible
         preferred stock automatically converts to 150 shares of common stock of
         Frontline upon receipt of the approval of Frontline's stockholders of
         (i) the issuance of shares of common stock upon the conversion of the
         Series C convertible preferred stock; (ii) an increase in Frontline's
         authorized common stock to 75 million; and (iii) a 1 for 1.5 share
         reverse split of Frontline's common stock. Upon its stockholders
         approval, Frontline will issue 33 million shares of common stock
         (before giving effect to the proposed reverse split) (the "Conversion
         Shares") to the former shareholders of Provo and a change of control of
         Frontline will occur. Upon conversion of the Series C convertible
         preferred stock, the former shareholders of Provo will own
         approximately 62.9% of the common stock of Frontline. In the event
         Frontline shareholders do not approve the conversion of Series C
         preferred stock into Frontline's common stock, Frontline will be
         obligated to pay $20,000,000 to the Series C Preferred Stockholders.

                  In connection with the Acquisition, Frontline issued to 18
         individuals an aggregate of 35,500 shares of Series D convertible
         preferred stock, including 27,500 shares to officers and employees and
         8,000 shares to brokers and finders. Each share of Series D preferred
         stock is convertible into 150 shares of common stock upon receipt of
         Frontline's stockholders approvals.


                  Frontline is requesting the holders of its Series B
         convertible redeemable preferred stock to convert their shares into
         shares of Frontline common stock; currently the preferred stock can be
         converted into common stock at the rate of 3.4 shares of common stock
         for each share of preferred stock. In connection with the conversion,
         Frontline has offered to pay the holders of the preferred stock accrued
         and unpaid dividends on the preferred stock in shares of its common
         stock. Including accrued dividends and deemed dividends (see note 3),
         the proposed conversion ratio is 6 shares of common for each share of
         preferred stock.




                                       4




                  The following unaudited pro forma combined condensed financial
         information sets forth certain historical financial information of
         Frontline and Provo on an unaudited pro forma basis after giving effect
         to the acquisition treating Frontline as the acquirer for accounting
         purposes. The purchase price for the acquisition was established using
         Frontline's common stock value at the time the acquisition was signed
         and announced and by applying the conversion ratio of the Series C
         convertible preferred stock issued to the former shareholders of Provo.
         The acquisition will be accounted for using the purchase method of
         accounting, and accordingly, the purchase price will be allocated to
         tangible and intangible assets of Provo acquired and the liabilities of
         Provo assumed, on the basis of their fair values as of the acquisition
         date.

                  The balance sheets of Provo and Frontline at December 31, 2002
         have been combined as if the acquisition had occurred on December 31,
         2002. For purposes of pro forma information, the Provo and the
         Frontline statements of operations for the year ended December 31, 2002
         have been combined as if the acquisition had occurred on January 1,
         2002.

                  The unaudited pro forma combined condensed financial
         information has been included as required and allowed by the rules of
         the Commission and is presented for illustrative purposes only and is
         not necessarily indicative of the financial position or operating
         results that would have actually occurred had the Acquisition been
         completed at the beginning of the periods or on the dates indicated,
         nor is it necessarily indicative of future financial position or
         operating results.

                  The allocation of the purchase price reflected in the
         unaudited pro forma combined condensed financial information is
         preliminary. The actual purchase price allocation to reflect the fair
         values of assets acquired and liabilities assumed will be based upon
         management's ongoing evaluation. Accordingly, the adjustments included
         herein may change based upon the final allocation of the purchase
         price, as adjusted to reflect the actual assets and liabilities at the
         date upon which the acquisition is completed, stock values and
         transaction costs incurred. That allocation may differ significantly
         from the preliminary allocation included herein.



                                       5











    UNAUDITED   PRO FORMA COMBINED BALANCE SHEET

    December 31, 2002                                                 Historical  Pro forma            Pro forma

                                                          Frontline    Provo      Adjustments   Note    Combined
                                                          ----------------------  -------------------- -----------
                                                                                                
    ASSETS
    Current:
       Cash and cash equivalents                          $208,502     $293,594                          $502,096
       Accounts receivable:
         Trade, net of allowance for doubtful accounts     212,397    8,170,269                         8,382,666
         Related parties                                              1,124,340                         1,124,340
         Other                                                          184,242                           184,242

                                                          ---------  -----------                       -----------
                            Total accounts receivable      212,397    9,478,851                         9,691,248

      Value-added tax recoverable                                       635,276                           635,276
      Inventory                                                       2,273,682                         2,273,682
      Prepaid expenses                                      57,778      636,398                           694,176
      Real estate held for sale                                       3,724,145                         3,724,145

                                                          ---------  -----------                       -----------
                                 Total current assets      478,677   17,041,946                        17,520,623

    Real estate held for sale                                           422,566                           422,566
    Property and equipment, net                            671,013      632,472                         1,303,485
    Deferred income taxes                                               260,883                           260,883
    Costs in excess on net assets acquired, goodwill                               5,009,910        2   5,009,910
    Other assets                                           108,877      170,319                           279,196

                                                          ---------  -----------  -----------          -----------
                                                          $1,258,567 $18,528,186  $5,009,910           $24,796,663
                                                          =========  ===========  ===========          ===========

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current maturities of long-term debt                  $940,202     $562,424                        $1,502,626
    Payable under supplier credit facility                            9,678,012                         9,678,012
    Related parties                                                   1,114,197                         1,114,197
    Accounts payable and accrued expenses                 1,669,459     220,219      500,000        2   2,091,811
                                                                                   
(297,867) 3
    Income taxes payable                                                165,379                           165,379
    Deferred taxes                                                      706,261                           706,261
    Deferred revenue                                       524,738                                        524,738
                                                          ---------  -----------  -----------          -----------
                            Total current liabilities     3,134,399  12,446,492      202,133           15,783,024


    Long-term debt, less current maturities                153,120    1,376,970                         1,530,090
    Payable under supplier  credit facility, less 
         current maturities                                           2,171,715                         2,171,715
                                                          ---------  -----------  -----------          -----------
                                 Total long-term debt      153,120    3,548,685            0            3,701,805

                                                          ---------  -----------  -----------          -----------
                                    Total liabilities     3,287,519  15,995,177      202,133           19,484,829

    Minority Interest                                                    92,556                            92,556

    Stockholder's Equity (deficiency)
    Preferred stock                                          4,964                    (4,964)       4           0
    Common stock                                            99,404                   242,223        4     341,627
    Additional paid in capital                            36,204,292  1,016,684   (1,016,684)       4  44,210,136
                                                                                   8,005,844    3 & 4
    Retained earning ( accumulated deficit)               (37,466,196)1,568,653   (1,568,653)       4 (38,461,069)
                                                                                   
                                                                                    (750,622)       5
                                                                                     (95,317)       3
                                                                                   
                                                                                    (148,934)       3
    Accumulated other comprehensive loss                               (144,884)     144,884        4           0
    Treasury stock, at cost                               (871,416)                                      (871,416)

                                                          ---------  -----------  -----------          -----------
    Total stockholders' equity                            (2,028,952) 2,440,453    4,807,777            5,219,278

                                                          ---------  -----------  -----------          -----------
                                                          $1,258,567 $18,528,186  $5,009,910           $24,796,663
                                                          =========  ===========  ===========          ===========




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PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2002
(Unaudited)
                                                                                        Historical
                                                                                      Pro Forma                Pro Forma
                                                          Frontline      Provo       Adjustments     Note       Combined
                                                          ----------- ------------  -------------- ---------  -------------
                                                                                                         
Revenues                                                  $5,047,098  $101,550,659                            $106,597,757

Costs and expenses:
      Cost of revenues                                     2,493,337   96,866,869                               99,360,206
      Selling, general and administrative                  2,446,816    3,588,578                                6,035,394
      Depreciation and amortization                          745,135       86,425                                  831,560
      Non-cash compensation charge                            58,500                      750,622     5            809,122
                                                          ----------- ------------  --------------            -------------
                                                           5,743,788  100,541,872         750,622              107,036,282
                                                          ----------- ------------  --------------            -------------
Loss from operations                                        (696,690)   1,008,787        (750,622)                (438,525)

Other income (expense):
   Interest expense                                          (95,417)    (419,345)                                (514,762)
   Interest income                                             7,796       97,256                                  105,052
   Other income (expense)                                     (3,214)      69,881                                   66,667

                                                          ----------- ------------  --------------            -------------
Net income (loss) before income tax and minority interest   (787,525)     756,579        (750,622)                (781,568)
                                                          ----------- ------------  --------------            -------------

Income tax                                                                148,395                                  148,395

                                                          ----------- ------------  --------------            -------------
Income ( loss) before minority interest                     (787,525)     608,184        (750,622)                (929,963)

Minority interest                                                         149,280                                  149,280

                                                          ----------- ------------  --------------            -------------
Net income (loss)                                           (787,525)     458,904        (750,622)              (1,079,243)
                                                          ----------- ------------  --------------            -------------

Preferred dividends                                          297,867                     (297,867)    6                  0
Deemed dividends                                                                           95,317     3             95,317

                                                          ----------- ------------  --------------            -------------
Net loss applicable to common shareholders                ($1,085,392)   $458,904       ($548,072)             ($1,174,560)
                                                          =========== ============  ==============            =============

Loss per common share-basic and diluted                       ($0.12)                                               ($0.03)
                                                          ===========                                         =============

Weighted average number of  common shares
   outstanding- basic and diluted                          9,119,533                                  7         33,615,469
                                                          ===========                                         =============




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NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

1.       The Acquisition
         The purchase price for accounting purposes is established using the
         fair market value of 33,000,000 of Frontline's common stock (to be
         issued upon conversion of 220,000 shares of Series C convertible
         preferred stock) values at $0.204, which represents the average quoted
         market price of Frontline's stock, as reported by the American Stock
         exchange, during the time when the acquisition was signed and when it
         was announced.

         Fair value of Frontline common stock to be issued upon
              conversion of Series C convertible preferred stock     $6,732,000

          Acquisition related costs. Fair value of 1,200,000 shares
            of Frontline common stock to be issued upon conversion
            of 8,000 shares of Series D convertible preferred
            issued to
            brokers and finders                                         218,363

         Estimated transaction costs accrued                            500,000
                                                                    -----------
              Total purchase price                                   $7,450,363

2.       The fair values of Provo's assets and liabilities have been estimated,
         principally based on book values, for the purpose of allocating the
         purchase price of the acquisition. A summary of assets acquired,
         liabilities assumed and resulting goodwill is as follows:

         Book value of Provo's assets at December 31, 2002          $18,528,186
         Book value of Provo's liabilities and minority interest
          at December 31, 2002                                      (16,087,733)
         Goodwill, costs in excess of net assets acquired             5,009,910
                                                                    -----------
         Total purchase price                                        $7,450,363

         The allocation of the purchase price is preliminary. The actual
         purchase price allocation to reflect the fair values of assets acquired
         and liabilities assumed will be based upon management ongoing
         evaluation of such assets and liabilities. Accordingly, the adjustments
         included herein will change based upon the final allocation of the
         purchase price, as adjusted to reflect the actual assets and
         liabilities at the date upon which the acquisition is completed, stock
         values and transaction costs incurred. That allocation may differ
         significantly from the preliminary allocation included herein.

         Frontline has adopted the Statement of Financial Accounting Standard
         No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). In
         accordance with the statement, goodwill associated with this
         transaction will not be amortized, but will be periodically assessed
         for impairment. Such an assessment will be at least on an annual basis.


                                       8




3.       The fair value of the dividends proposed to be paid on Series B
         convertible redeemable preferred stock through issuance of common stock
         exceeds required dividends. Accordingly, the excess of $95,317 is
         treated as deemed dividends and charged to retained earnings. Total
         amount of dividend adjusted is $542,118 (consisting of accrued
         dividends at December 31, 2002 $297,867, additional dividends of
         $148,934 for the six months ended June 30, 2003 and deemed dividends of
         $95,317). Additional dividends for the six months ended June 30, 2003
         is charged to retained earnings.

4.       Reflects the par and paid in value of the issued stock of Frontline
         after giving effect to 33,000,000 shares of common stock to be issued
         upon conversion of 220,000 shares of Series C convertible preferred
         issued to the Sellers in the acquisition; 1,200,000 shares of
         common stock to be issued upon conversion of 8,000 shares of Series D
         convertible preferred stock issued to brokers and finders; 4,125,000
         shares of common stock to be issued upon conversion of 27,500 shares of
         Series D convertible preferred stock issued to certain officers and
         employees and 2,978,670 shares of common stock issued upon the assumed
         conversion of 496,445 shares of series B convertible redeemable
         preferred stock. As a result, issued shares of 9,940,424 (9,294,972
         outstanding) at December 31, 2002 results in post acquisition issued
         shares of 51,244,094 (50,598,642 outstanding) on a pre-split basis.
         Adjusting for a proposed 1 for 1.5 share reverse split of Frontline's
         common stock results in issued shares of 34,162,729 (33,732,428
         outstanding) on a post-split basis. In addition, this pro forma
         adjustment records the effect of noncash compensation (see Note 5), the
         effect of proposed payment of dividends of accrued dividends on Series
         B convertible redeemable preferred stock (see Note3) and eliminates
         Provo's applicable equity accounts and reflects the retained earnings
         of Frontline, the accounting acquirer.

5.       The fair value of the common shares to be issued upon conversion of
         27,500 Series D shares issued to officers and employees will be
         determined upon Frontline's shareholders approval of the conversion.
         Accordingly, noncash compensation expense will be recorded after
         Frontline's shareholder approval. For pro forma purposes, Series D
         shares are valued in the same manner as Series C shares and the pro
         forma adjusted for noncash compensation expense of $750,622. The
         ultimate compensation charge related to the Series D shares will be
         measured on the date that the shareholders approve the proposal that
         results in the conversion of Series D shares into common stock.

6.       To eliminate the dividends on series B Convertible Redeemable preferred
         stock pursuant to the assumed conversion of them into shares of common
         stock.



                                       9



7.       The weighted average number of shares have been adjusted for;
         33,000,000 shares of common stock to be issued upon conversion of
         220,000 shares of Series C convertible preferred stock issued to the
         former shareholders of Provo; 1,200,000 shares of common stock to be
         issued upon conversion of 8,000 shares of Series D convertible
         preferred stock issued to brokers and finders; 2,978,670 shares of
         common stock issued upon the assumed conversion of 496,445 shares of
         series B convertible redeemable preferred stock and 4,125,000 shares of
         common stock to be issued upon the conversion of 27,500 shares of
         Series D convertible preferred issued to certain officers and
         employees. In addition, this pro forma adjustment records the effect of
         a proposed 1 for 1.5 share reverse split of Frontline's common stock.






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