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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 2 TO FORM 8-K FILED ON AUGUST 20, 2004
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) DECEMBER 20, 2004
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DATAWATCH CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-19960 02-0405716
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(Commission File Number) (IRS Employer Identification No.)
175 CABOT STREET, SUITE 503 01854
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LOWELL, MASSACHUSETTS (Zip Code)
(Address of Principal Executive Offices)
(978) 441-2200
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements are filed as part of this report:
(a) Financial Statements of Business Acquired
(1) The audited balance sheet of Mergence Technologies
Corporation as of December 31, 2003 and the related
statements of operations, stockholders' equity and cash
flows for the year ended December 31, 2003 together with
the report thereon of Deloitte and Touche LLP are attached
as Exhibit 99.1.
(2) The unaudited balance sheet of Mergence Technologies
Corporation as of June 30, 2004 and the statements of
operations and cash flows for the six months ended June 30,
2004 and 2003 are attached as Exhibit 99.2.
(b) Pro Forma Financial Information
(1) The unaudited pro forma combined condensed balance sheet of
the Company as of June 30, 2004 and unaudited pro forma
combined condensed statements of operations for the nine
months ended June 30, 2004 and the year ended September 30,
2003 are attached as Exhibit 99.3.
(c) Exhibits
23.1 Independent Auditors' Consent
99.1 The audited balance sheet of Mergence Technologies
Corporation as of December 31, 2003 and the related
statements of operations, stockholders' equity and cash
flows for the year ended December 31, 2003 together with
the report thereon of Deloitte and Touche LLP.
99.2 The unaudited balance sheet of Mergence Technologies
Corporation as of June 30, 2004 and the statements of
operations and cash flows for the six months ended June
30, 2004 and 2003.
99.3 The unaudited pro forma combined condensed balance sheet
of the Company as of June 30, 2004 and the unaudited pro
forma combined condensed statements of operations for
the nine months ended June 30, 2004 and the year ended
September 30, 2003.
SIGNATURES
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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.
DATAWATCH CORPORATION
Date: December 20, 2004 By: /s/ Robert W. Hagger
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Name: Robert W. Hagger
Title: President and Chief Executive Officer
EXHIBIT INDEX
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23.1 Independent Auditors Consent
99.1 The audited balance sheet of Mergence Technologies Corporation as of
December 31, 2003 and the related statements of operations,
stockholders' equity and cash flows for the year ended December 31, 2003
together with the report thereon of Deloitte and Touche LLP.
99.2 The unaudited balance sheet of Mergence Technologies Corporation as of
June 30, 2004 and the statements of operations and cash flows for the
six months ended June 30, 2004 and 2003.
99.3 The unaudited pro forma combined condensed balance sheet of the Company
as of June 30, 2004 and the unaudited pro forma combined condensed
statements of operations for the nine months ended June 30, 2004 and the
year ended September 30, 2003.