--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
(As amended July 30, 2001)
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 16, 2001
New Century Equity Holdings Corp.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-28536 74-2781950
---------------------------- ------------------------ -----------------------
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
10101 Reunion Place, Suite 450, San Antonio, Texas 78216
------------------------------------------------------- -----------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (210) 302-0444
--------------
--------------------------------------------------------------------------------
ITEM 7 IS HEREBY AMENDED AS FOLLOWS:
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Information
The following historical financial statements are included in this
report:
1. Audited consolidated balance sheets of Venture Finance
Software Corp. as of July 31, 2000 and July 31, 1999 and
the related statements of operations, stockholders' equity and
cash flows for years ended July 31, 2000 and 1999 and the
period from inception (February 8, 1998) to July 31, 2000,
with report of independent auditors.
2. Unaudited consolidated financial statements of Venture Finance
Software Corp. as of and for the nine months ended April
30, 2001 and the period from inception (February 9, 1998) to
April 30, 2001.
(b) Pro Forma Financial Information
In May 2001, New Century Equity Holdings Corp. (the "Company")
announced that Princeton eCom Corporation ("Princeton") acquired
Venture Finance Software Corp. ("VFSC") from Intuit Inc. (the
"Transaction"). The Company accounts for its equity investment
in Princeton under the equity method. The pro forma adjustments to
the Company's financial statements relate to the additional equity
in net loss of equity affiliates the Company would have recorded
had Princeton acquired VFSC at the beginning of the period
presented. The following pro forma financial information for the
Company is provided for the year ended September 30, 2000, the
transition quarter ended December 31, 2000 and the quarter ended
March 31, 2001, based upon the assumption that Princeton had
acquired VFSC as of October 1, 1999.
For the year ended September 30, 2000, the Company recorded
equity in net loss of equity affiliates of $10.1 million, loss
from continuing operations before income tax benefit of $31.3
million, net loss from continuing operations of $26.6 million and
net loss of $42.4 million. The basic and diluted net loss from
continuing operations per share and the net loss per share were
$0.67 and $1.06, respectively. Had the Transaction occurred on
October 1, 1999, the Company would have recorded an additional
equity in net loss of equity affiliates of $15.0 million.
Including the pro forma adjustment, the Company would have recorded
total equity in net loss of equity affiliates of $25.1 million,
loss from continuing operations before income tax benefit of
$46.3 million, net loss from continuing operations of $41.6 million
and net loss of $57.4 million. The basic and diluted net loss from
continuing operations per share and the net loss per share would
have been $1.05 and $1.44, respectively. The pro forma adjustment
decreases the balance of Investments in equity affiliates from
$37.8 million to $22.8 million as of September 30, 2000.
For the transition quarter ended December 31, 2000, the
Company recorded equity in net loss of equity affiliates of
$4.2 million, loss from operations before income tax benefit of
$5.4 million and net loss of $5.1 million. The basic and diluted
net loss per share was $0.13. Had the Transaction occurred on
October 1, 1999, the Company would have recorded an additional
equity in net loss of equity affiliates of $5.5 million. Including
the pro forma adjustment, the Company would have recorded total
equity in net loss of equity affiliates of $9.7 million, loss
from operations before income tax benefit of $10.9 million and net
loss of $10.6 million. The basic and diluted net loss per share
would have been $0.27. The cumulative pro forma adjustments
decrease the balance of Investments in equity affiliates from
$33.5 million to $13.0 million as of December 31, 2000.
For the quarter ended March 31, 2001, the Company recorded
equity in net loss of equity affiliates of $2.4 million, loss from
continuing operations before income tax benefit of $3.8 million,
net loss from continuing operations of $3.5 million and net loss
of $2.0 million. The basic and diluted net loss from continuing
operations per share and net loss per share were $0.10 and $0.06,
respectively. Had the Transaction occurred on October 1, 1999, the
Company would have recorded an additional equity in net loss of
equity affiliates of $2.9 million. Including the pro forma
adjustment, the Company would have recorded total equity in net
loss of equity affiliates of $5.3 million, loss from continuing
operations before
income tax benefit of $6.7 million, net loss from continuing
operations of $6.4 million and net loss of $4.9 million. The
basic and diluted net loss from continuing operations per share
and net loss per share would have been $0.18 and $0.14,
respectively. The cumulative pro forma adjustments decrease the
March 31, 2001 balance of Investments in equity affiliates from
$31.0 million to $7.6 million.
(c) Exhibits
Exhibit Description
------- -----------
23.1 Consent of Independent Auditors
99.1 Press Release, dated May 16, 2001
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEW CENTURY EQUITY HOLDINGS CORP.
Date: July 30, 2001 By: /s/ DAVID P. TUSA
------------------------------------
Name: David P. Tusa
Title: Senior Vice President,
Chief Financial Officer and
Corporate Secretary