8-K/A 1 w61586e8vkza.txt FORM 8-K/A DATED APRIL 4, 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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 4, 2002 INTEGRA, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-13177 13-3605119 ---------------------------- ---------------- ------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 1060 First Avenue, King of Prussia, PA 19406 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code 610-992-7000 ------------ ----------------------------------------------------------- Former Name or Former Address, if Changed Since Last Report On April 4, 2002 the Company sold 100% of the membership units of Global Business Solutions, LLC back to the party from whom the business was acquired in exchange for $180,000 and the return of 1,000,000 shares of Integra, Inc. Common Stock and 97,600 shares of Integra, Inc. Preferred Stock. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Pro Forma Financial Information. INTEGRA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS In Thousands

INTEGRA, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share and per share data) As of March 31, 2002

Notes to Pro Forma Consolidated Condensed Financial Statements March 31, 2002 and December 31, 2001 1. GENERAL The accompanying Pro Forma Consolidated Condensed Balance Sheet as of March 31, 2002 gives effect to the sale of the assets and operations of Global Benefit Solutions, LLC (GBS) by Integra, Inc. and the assumption of certain liabilities of GBS by the Purchaser of said assets and operations (the "Transaction") as if the Transaction had occurred on March 31, 2002. Adjustments to the accompanying Pro Forma Consolidated Condensed Balance Sheet are directly attributable to the Transaction and are factually supportable. See Note 2. The accompanying Pro Forma Consolidated Condensed Statements of Operations for the year ended December 31, 2001 and the three months ended March 31, 2002 give effect to the Transaction as if the Transaction had occurred on January 1 of each period presented. Adjustments to the accompanying Pro Forma Consolidated Condensed Statements of Operations are directly attributable to the Transaction and are factually supportable. All intercompany transactions between Integra, Inc. and GBS were at arms-length and have been appropriately eliminated. See Note 3. 2. BALANCE SHEET The pro forma adjustments included in the accompanying Pro Forma Consolidated Condensed Balance Sheet as of March 31, 2002 assume that the Transaction was consummated on March 31, 2002. The adjustments reflect (a) the receivable recorded by Integra, Inc. of $180,000, (b) the disposition of the assets sold to GBS, which consist of assets of GBS including accounts receivable, computer equipment and proprietary software, each stated at its net book value as of March 31, 2002, (c) the elimination of certain liabilities assumed by GBS, specifically, accounts payable and accrued expenses, each stated at its carrying value as of March 31, 2002, and (d) the resulting loss on the Transaction for Integra, Inc. 3. STATEMENTS OF OPERATIONS The pro forma adjustments included in the accompanying Pro Forma Consolidated Condensed Statements of Operations for the year ended December 31, 2001 and the three months ended March 31, 2002 assume that the Transaction had occurred on January 1 of each period presented. The adjustments consist of the historical operating results of GBS for each period presented. 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. INTEGRA, INC. By: /s/ Mary W. Tindall ------------------------------------ Mary W. Tindall Acting Chief Financial Officer Date: June 18, 2002 -------------------------------------

INTEGRA INC 8-K/A