<PAGE> 1
As filed with the Securities and Exchange Commission on October 20, 1997
REGISTRATION NO. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SWISSRAY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
NEW YORK [ ] 16-0950197
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification Number)
</TABLE>
SWISSRAY INTERNATIONAL, INC.
200 EAST 32ND STREET, SUITE 34-B
NEW YORK, NEW YORK 10016
UNITED STATES: (212) 545-0095
SWITZERLAND: 011-4141-919-9050
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOSEF LAUPPER,
SECRETARY AND TREASURER
SWISSRAY INTERNATIONAL, INC.
200 EAST 32ND STREET, SUITE 34-B
NEW YORK, NEW YORK 10016
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
ROBERT G. ROBISON, ESQ.
DANIEL A.WUERSCH, ESQ.
MORGAN LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At the
discretion of the converting shareholders after the effective date of the
Registration Statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ___________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / / ___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED
MAXIMUM PROPOSED
AMOUNT TO OFFERING MAXIMUM
TITLE OF EACH CLASS OF BE PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED PER SHARE OFFERING REGISTRATION
REGISTERED (1) (2) PRICE(1)(2) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value per share)..... 5,000,000 $1.436 $7,180,000 $2,175.00
====================================================================================================================================
</TABLE>
(1) Includes 5,000,000 shares which are reserved for issuance pursuant to
currently issued and outstanding Convertible Debentures which will be
offered for resale by certain Selling Holders.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933. In
accordance with Rule 457(c) of Regulation C, the estimated price for
the Securities was based on the average of the high and low reported
prices on the Nasdaq SmallCap Market on October 10, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE> 2
SWISSRAY INTERNATIONAL, INC.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K.
<TABLE>
<CAPTION>
Registration Statement Item and Heading Prospectus Caption
--------------------------------------- ------------------
<S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of the Prospectus......................... Cover Page of Registration Statement;
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus................................................. Inside Front and Outside Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges.................................. Prospectus Summary; Risk Factors; The Company
4. Use of Proceeds............................................ Prospectus Summary; Use of Proceeds
5. Determination of Offering Price............................ Outside Front Cover Page of Prospectus
6. Dilution................................................... Risk Factors; Dilution
7. Selling Security Holders................................... Selling Holders and Plan of Distribution
8. Plan of Distribution....................................... Outside Front Cover Page of Prospectus;
Selling Holders and Plan of Distribution
9. Description of Securities to be Registered................. Description of Capital Stock
10. Interests of Named Experts and Counsel..................... Legal Matters; Independent Auditors
11. Information with Respect to Registrant.....................
(a) (1) Description of Business......................... Prospectus Summary; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Business; The Company
(2) Description of Property......................... Business -- Property
(3) Legal Proceedings............................... Business -- Legal Proceedings
(4) Control of Registrant........................... Not Applicable
(5) Nature of Trading Market ....................... Risk Factors; Selling Holders and Plan of
Distribution
(6) Exchange Controls and Other Limitations
Affecting Security Holders...................... Risk Factors; Description of Capital Stock
(7) Taxation........................................ Risk Factors
(8) Selected Financial Data......................... Prospectus Summary; Selected Consolidated
Financial Data
(9) Management's Discussion and Analysis of
Financial Condition and Results of
Operations...................................... Management's Discussion and Analysis of
Financial Condition and Results of Operations
(10) Directors and Officers of Registrant............ Management
(11) Compensation of Directors and Officers.......... Management
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
(12) Options to Purchase Securities from
Registrant or Subsidiaries..................... Management
(13) Interest of Management in Certain
Transactions................................... Certain Transactions
(b) Financial Statements.................................. Financial Statements
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities............................ Information Not Required In Prospectus
</TABLE>
<PAGE> 4
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
SUBJECT TO COMPLETION, DATED OCTOBER 20, 1997
PROSPECTUS
SWISSRAY INTERNATIONAL, INC.
5,000,000 Shares of Common Stock
This prospectus ("Prospectus") relates to the offer and sale of up to
5,000,000 shares of common stock, $.01 par value per share (the "Common Stock"),
of Swissray International, Inc., a New York corporation ("Swissray
International, Inc." or the "Registrant"), which shares consist of up to
5,000,000 shares of Common Stock which are issuable to certain persons (the
"Selling Holders") upon conversion of previously-issued convertible debentures
(the "Convertible Debentures") and which shares are being registered hereby
pursuant to Registration Rights Agreements between the Registrant and the
Selling Holders named in this Prospectus. The up to 5,000,000 shares of Common
Stock offered hereby are herein referred to as the "Securities."
The Securities may be offered and sold from time to time by the Selling
Holders named herein or by their transferees, pledgees, donees or their
successors pursuant to the Prospectus. The Securities may be sold by the Selling
Holders from time to time directly to purchasers or through agents, underwriters
or dealers who may receive compensation in the form of discounts, concessions or
commissions from the Selling Holders or the purchasers of the Securities for
whom such agents, underwriters or dealers may act. See "Selling Holders and Plan
of Distribution." If required, the names of any such agents or underwriters
involved in the sale of the Securities and the applicable agent's commission,
dealer's purchase price or underwriter's discount, if any, will be set forth in
an accompanying supplement to this Prospectus. The Registrant will not receive
any of the proceeds from the sale of the Securities by the Selling Holders.
The Selling Holders will receive all of the net proceeds from the sale
of the Securities and will pay all underwriting discounts and selling
commissions, if any, applicable to any such sale. The Registrant is responsible
for payment of all other expenses incident to the offer and sale of the
Securities. The Selling Holders and any broker-dealers, agents or underwriters
that participate in the distribution of the Securities may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 (the "Act"), and
any profit on the sale of the Securities by the Selling Holders and any
commissions received by any such underwriters may be deemed to be underwriting
commissions or discounts under the Act. See "Selling Holders and Plan of
Distribution" for a description of indemnification arrangements.
All references herein to the "Company" refer to Swissray International,
Inc. and its subsidiaries. The executive offices of the Company are located at
Swissray International, Inc., 200 East 32nd Street, Suite 34-B, New York, New
York 10016. The telephone number is 212-545-0095 and the fax number
212-545-7912. The address in Switzerland is Industriestrasse 6, CH-6285
Hitzkirch, Switzerland and the telephone number in Switzerland is
011-4141-919-9050.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE
AND INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
<PAGE> 5
The Registrant has not taken any action to register or qualify the
Securities for offer and sale under the securities or "blue sky" laws of any
state of the United States. However, pursuant to the Registration Rights
Agreements among the Registrant and the Selling Holders (the "Registration
Rights Agreements"), the Registrant will (i) register and qualify the Securities
covered by the Registration Statement under such other securities or blue sky
laws of such jurisdictions as the investors who hold a majority in interest of
the Securities being offered reasonably request and in which significant volumes
of shares of Common Stock are traded, (ii) prepare and file in those
jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof at all times until the earliest (the
"Registration Period") of (A) the date that is two years after the Closing Date,
(B) the date when the Selling Holders may sell all Securities under Rule 144 or
(C) the date the Selling Holders no longer own any of the Securities; (iii) take
such other actions as may be necessary to maintain such registrations and
qualification in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the
Securities for sale in such jurisdictions; provided, however, that the
Registrant shall not be required in connection therewith or as a condition
thereto to (A) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify, (B) subject itself to general taxation in any
such jurisdiction, (C) file a general consent to service of process in any such
jurisdiction, (D) provide any undertakings that cause more than nominal expense
or burden to the Registrant or (E) make any change in its articles of
incorporation or by-laws or any then existing contracts, which in each case the
Board of Directors of the Registrant determines to be contrary to the best
interests of the Registrant and its stockholders. Unless and until such times as
offers and sales of the Securities by Selling Holders are registered or
qualified under applicable state securities or "blue sky" laws, or are otherwise
entitled to an exemption therefrom, initial resales by Selling Holders will be
materially restricted. Selling Holders are advised to consult with their
respective legal counsel prior to offering or selling any of their Securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS ____________ __, 1997.
AVAILABLE INFORMATION
The Registrant is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, NW., Washington, D.C. 20549. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission, such as the Registrant. The address of such
site is http:\\www.sec.gov.
-2-
<PAGE> 6
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
detailed information and financial information incorporated by reference herein
appearing elsewhere in this Prospectus. This Prospectus contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange
Act. When used in this Prospectus, the words "believes," "expects," "intends,"
"anticipates" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain uncertainties that could
cause actual results to differ materially from those projected. Such risks and
uncertainties include the timing and acceptance of new product introductions,
the actions of the Company's competitors, and those discussed under the caption
"Risk Factors."
THE COMPANY
The Registrant was incorporated under the laws of the State of New York
on January 2, 1968 under the name CGS Units Incorporated. On June 15, 1994, the
Registrant merged with Direct Marketing Services, Inc. and changed its name to
DMS Industries, Inc. In May of 1995 the Registrant discontinued the operations
then being conducted by DMS Industries, Inc. and acquired all of the outstanding
securities of SR-Medical AG, a Swiss corporation engaged in the business of
manufacturing and selling X-ray equipment, components and accessories. On June
5, 1995 the Registrant changed its name to Swissray International, Inc. The
Registrant's operations are being conducted principally through its wholly owned
subsidiaries, SR-Medical AG, the latter's wholly owned subsidiaries, Teleray AG,
a Swiss corporation, and Swissray Deutschland (Rontgentechnik) GmbH (formerly
known as SR-Medical GmbH), a German limited liability company, as well as
through the Company's wholly owned subsidiaries, SR Management AG (formerly SR
Finance AG), a Swiss corporation, Swissray Medical Systems, Inc. (formerly
Swissray Corporation), a Delaware corporation, Swissray Healthcare, Inc., a
Delaware corporation, and Empower, Inc., a New York corporation (d/b/a Swissray
Empower, Inc.). Unless otherwise specifically indicated, all references
hereinafter to the "Company" refer to the Registrant and its subsidiaries.
The Company is active in the markets for diagnostic imaging devices for
the health care industry. The Company's products include a full range of
conventional X-ray equipment for all diagnostic purposes other than mammography
and dentistry, a direct digital multi-functional X-ray system, the
AddOn-Multi-System, and the SwissVision(TM) line of DICOM 3.0 compatible
postprocessing workstations operating on a Windows NT platform for the
processing of digital image data. In addition, the Company is in the business of
selling computer tomography systems, magnetic resonance systems and nuclear
medicine systems and components and accessories for X-ray equipment manufactured
by third parties and providing services related to imaging systems. The Company
is also offering products and services related to networking, archiving and
electronic distribution of digital X-ray images, including Picture Archiving and
Communications Systems ("PACS").
The services offered by the Company include the installation and
after-sales servicing of imaging equipment sold by the Company, consulting
services and application training of radiographers. In the United States, the
Company plans to offer consulting services to hospital imaging departments and
imaging centers, including maintenance management, capital planning services and
after sales-services of products manufactured by the Company and third parties
(multi-vendor services).
The Company and its predecessors have been in the business of
manufacturing and selling X-ray equipment in Switzerland and Germany since 1988.
Beginning in 1991, the Company's predecessors began to expand into other markets
in Europe, the Middle East and Asia. In 1992, the Company entered into a first
Original Equipment Manufacturing ("OEM") Agreement with Philips Medical Systems
GmbH ("Philips Medical Systems") providing for the manufacturing by the Company
of a Multi-Radiography System ("MRS"). Simultaneously, the Company developed the
first SwissVision(TM) image post-processing system, which was able to convert
analog images obtained in fluoroscopy into digital information. In 1993, the
Company won the innovation award of the Chamber of Commerce of Central
Switzerland for this post-processing system. Beginning in 1993, the Company
began the development of direct digital X-ray technology for medical diagnostic
purposes. On April
-3-
<PAGE> 7
1, 1997, the Company acquired Empower, Inc. ("Empower"). Since its incorporation
in 1985, Empower has been engaged in distributing and servicing diagnostic X-ray
equipment and accessories in the New York/New Jersey/Connecticut area. On
October 17, 1997, the Company acquired substantially all of the assets of
Service Support Group LLC ("SSG"), located in Gig Harbor, Washington. SSG has
been in the business of selling diagnostic imaging equipment and providing
services related thereto in the markets on the West Coast of the United States
since it was formed on October 16, 1996.
-4-
<PAGE> 8
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered(1)..... Up to 5,000,000 shares of Common Stock.
Common Stock Outstanding
Before the Offering(2)(3)... 22,486,263
Common Stock Outstanding
After the Offering(4) ......
Use of Proceeds............. The Registrant will not receive any of the
proceeds from the sale of any of the Securities.
Risk Factors................ The Securities offered hereby involve a high
degree of risk. See "Risk Factors" commencing on
page 7 hereof.
Nasdaq SmallCap
Market Symbol .............. SRMI
</TABLE>
(1) Includes an aggregate of up to 5,000,000 shares of Common Stock
reserved for issuance upon the conversion of the Convertible
Debentures. See "Selling Holders and Plan of Distribution" and
"Description of Capital Stock."
(2) Does not include (i) the Securities; (ii) an aggregate of up to
1,575,557 shares of Common Stock reserved for issuance upon the
conversion of certain convertible debentures issued by the Registrant
on July 31, 1997; (iii) 1,644,000 shares of Common Stock which may be
issued upon the exercise of outstanding options under the Registrant
1996 Non-Statutory Stock Option Plan (the "Plan"), (iv) 35,000 shares
of Common Stock reserved for issuance upon the exercise of options
available for future grant under the Plan; (v) an aggregate of up to
800,000 shares of Common Stock reserved for issuance upon the
conversion of certain convertible debentures issued by the Registrant
on April 28, 1997. See "Management -- Consulting Agreement," "-- Stock
Option Plan" and "Description of Capital Stock."
(3) As of the close of business on October 9, 1997 there were 22,486,263
shares issued and outstanding held by 749 stockholders of the
Registrant's Common Stock (as indicated on its transfer agent's
certified list of stockholders as of October 9, 1997).
(4) Since the Common Stock registered hereunder is being offered on a
delayed or continuous basis pursuant to Rule 415 under the Act, the
Registrant cannot include herein information about the price to the
public of the Common Stock.
-5-
<PAGE> 9
SUMMARY FINANCIAL DATA
The summary information below represents financial information of the
Registrant for the fiscal years ended June 30, 1997, June 30, 1996, June 30,
1995 (six-month period), December 31, 1994 and December 31, 1993, which
information was derived from the audited consolidated financial statements of
the Registrant.
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------------------------------------------------
(six months)
6/30/97 6/30/96 6/30/95(1) 12/31/94 12/31/93
----------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales ............................. 13,151,701 10,899,222 3,806,313 8,617,604 5,989,680
Cost of goods sold .................... 8,445,414 5,793,306 2,484,253 5,362,698 4,181,393
----------- ---------- ---------- ---------- ---------
Gross profit .......................... 4,706,287 5,105,916 1,322,060 3,254,906 1,808,287
Gross profit margin (%) ............... 36% 47% 35% 38% 30%
Selling, general and
administrative expenses ............. 15,165,898 8,591,679 2,307,231 3,175,269 2,094,078
Unusual charges ....................... -- -- -- -- --
----------- ---------- ---------- ---------- ---------
Operating (loss) income ............... (10,459,611) (3,485,763) (985,171) 79,637 (285,791)
Debt related fees ..................... -- -- --
Other expense (income),
net ................................. (314,133) (1,003,933) 3,053,657 15,104 (6,719)
Interest expense ...................... 246,413 193,930 121,987 237,013 214,631
(Loss) income from
continuing operations
before income taxes ................. (10,391,891) (2,675,760) (4,160,815) (172,480) (493,703)
Income taxes .......................... 110,223 (364,648) (338,975) 24,112 --
----------- ---------- ---------- ---------- ---------
(Loss) income from
continuing operations ............... (10,502,114) (2,311,112) (3,821,840) (196,592) (493,703)
=========== ========== ========== ========== =========
(Loss) income per share
from continuing
operations .......................... (.67) (.18) (.48) (.03) (.06)
=========== ========== ========== ========== =========
BALANCE SHEET DATA:
Working capital (deficit) ............. 2,833,548 3,432,732 1,185,148 (1,235,884) 875,258
Total assets .......................... 24,352,915 18,793,438 13,027,356 3,898,787 3,516,566
Short-term debt, including
current portion, long-
term debt ........................... 4,210,849 2,737,183 2,954,410 2,842,530 2,145,011
Long-term debt ........................ 6,524,689 -- 705,035 420,420 336,700
Stockholders' (deficit)
equity ................................ 6,568,428 10,655,256 6,376,833 (798,499) (429,357)
Total shares outstanding
at year end ........................... 19,694,433 14,185,064 12,035,064 7,850,064 7,850,064
</TABLE>
- ------------------
(1) In 1995, the Registrant changed its fiscal year end from December 31 to
June 30. As a result, the Company had a fiscal year beginning on
January 1, 1995 and ending on June 30, 1995. Accordingly, the Summary
Financial Data for the period ended June 30, 1995 is for a six-month
period.
-6-
<PAGE> 10
RISK FACTORS
Investors should carefully consider the factors set forth below as well
as the other information set forth in this Prospectus before purchasing the
Securities.
HISTORY OF LOSSES; PROFITABILITY UNCERTAIN
As of June 30, 1995 the Registrant had accumulated losses on a
consolidated basis of approximately $6,000,000. A substantial part of such
losses resulted from activities unrelated to the Company's present operations.
Since June 30, 1995, the Company has incurred additional net losses aggregating
approximately $12,800,000. Such additional losses resulted from the significant
expenses associated with the development of the Company's products, primarily
its direct digital X-ray system, the AddOn-Multi-System, the building of the
Company's organization and market position and the absence of a significant
increase in sales as a result of the delay in the market introduction of certain
of the Company's products. The likelihood of the success of the Company must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered in connection with the development of new products
and the competitive environment in which the Company operates. Although the
Company is deriving operating revenue from its current operations, such revenue
has not been sufficient to make the Company's operations profitable. There can
be no assurance that the Company will be able to develop significant additional
sources of revenue or that it will become profitable. Results of operations may
fluctuate significantly and will depend upon successful introduction of the
AddOn-Multi-System, market acceptance of new product introductions in the future
and competition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business -- Products," "-- Research
and Development" and "-- Competition."
NEED FOR MARKET ACCEPTANCE OF THE ADDON-MULTI-SYSTEM
The Company's future performance will depend to a substantial degree
upon the market introduction and acceptance of the AddOn-Multi-System. The
Company's marketing efforts to date have generated considerable awareness about
the AddOn-Multi-System among radiologists. However, the extent of, and rate at
which, the market introduction, acceptance and penetration can be achieved by
the AddOn-Multi-System are functions of many variables, including, but not
limited to, obtaining the necessary governmental approvals, price,
effectiveness, acceptance by potential customers and manufacturing, training
capacity and marketing and sales efforts. There can be no assurance that the
AddOn-Multi-System will achieve or maintain acceptance in its target markets.
Similar risks may confront other products developed by the Company in the
future. See "Business -- Products" and "-- Regulatory Matters."
RELIANCE ON A SINGLE PRODUCT
The Company has concentrated its efforts primarily on the development
of the AddOn-Multi-System and will be dependent to a significant extent upon
acceptance of that product to generate additional revenues. There can be no
assurance that the AddOn-Multi-System will be successfully commercialized. There
can be no assurance that the Company's competitors will not succeed in
developing or marketing technologies and products that are more commercially
attractive than the AddOn-Multi-System. See "Business -- Products" and "--
Competition."
RELIANCE ON LARGE CUSTOMERS
In the past, the Company has made a significant amount of sales to a
few large customers. Historically, the identity of the Company's largest
customers and the volumes purchased by them has varied. The loss of one or more
of the Company's current two largest customers or a reduction of the volume
purchased by either of them would have an adverse effect upon the Company's
sales until such time, if ever, as significant sales to other customers can be
made. See Note 27 to the Consolidated Financial Statements June 30, 1997 and
1996 and "Business -- Sales and Marketing."
RISK OF CURRENCY FLUCTUATIONS
The Company is subject to risks and uncertainties resulting from
changes in currency exchange rates. Future currency fluctuations, to the extent
not adequately hedged, could have an adverse effect on the Company's business,
financial condition and results of operations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Effect of Currency
on Results of Operations."
-7-
<PAGE> 11
NO REGISTRATION UNDER "BLUE SKY" LAWS
The Registrant has not taken any action to register or qualify the
Securities for offer and sale under the securities or "blue sky" laws of any
state of the United States. However, pursuant to the Registration Rights
Agreements, the Registrant will (i) register and qualify the Securities covered
by the Registration Statement under such other securities or blue sky laws of
such jurisdictions as the investors who hold a majority in interest of the
Securities being offered reasonably request and in which significant volumes of
shares of Common Stock are traded, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof at all times until the earliest (the "Registration
Period") of (A) the date that is two years after the Closing Date (B) the date
when the Selling Holders may sell all Securities under Rule 144 or (C) the date
the Selling Holders no longer own any of the Securities; (iii) take such other
actions as may be necessary to maintain such registrations and qualification in
effect at all times during the Registration Period and (iv) take all other
actions reasonably necessary or advisable to qualify the Securities for sale in
such jurisdictions; provided, however, that the Registrant shall not be required
in connection therewith or as a condition thereto to (A) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify, (B)
subject itself to general taxation in any such jurisdiction, (C) file a general
consent to service of process in any such jurisdiction, (D) provide any
undertakings that cause more than nominal expense or burden to the Registrant or
(E) make any change in its articles of incorporation or by-laws or any then
existing contracts, which in each case the Board of Directors of the Registrant
determines to be contrary to the best interests of the Registrant and its
stockholders. Unless and until such times as offers and sales of the Securities
by Selling Holders are registered or qualified under applicable state securities
or "blue sky" laws, or are otherwise entitled to an exemption therefrom, initial
resales by Selling Holders will be materially restricted. Selling Holders are
advised to consult with their respective legal counsel prior to offering or
selling any of their Securities.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
The Company does business in numerous countries, including the United
States, Switzerland and Germany. In addition to the currency risks discussed
above, the Company's international operations are subject to the risk of new and
different legal and regulatory requirements in local jurisdictions, tariffs and
trade barriers, potential difficulties in staffing and managing local
operations, credit risk of local customers and distributors, potential inability
to obtain regulatory approvals, different requirements as to product standards,
potential difficulties in protecting intellectual property, risk of
nationalization of private enterprises, potential imposition of restrictions on
investments or transfer of funds, potentially adverse tax consequences,
including imposition or increase of withholding and other taxes on remittances
and other payments by subsidiaries, and local economic, political and social
conditions, including the possibility of hyper-inflationary conditions, in
certain countries. Any adverse change in any of these conditions could have a
material adverse effect on the Company's business or financial condition. See
"-- Risk of Currency Fluctuations," "-- Government Regulation," "Management's
Discussion and Analysis of Financial Condition and Results of Operations-Taxes,"
"-- Effect of Currency on Results of Operations" and "Business -- Regulatory
Matters."
COMPETITION; IMPROVEMENTS IN TECHNOLOGY
The highly competitive markets in which the Company operates are
characterized by rapid and significant technological change, evolving industry
standards and new product introductions. The Company competes with numerous
competitors, many of which are well-established in the Company's markets. Most
competitors are divisions of larger companies with potentially greater financial
and other resources than the Company.
The Company's competitors can be expected to continue to improve the
design and performance of their products and to introduce new products with
competitive price and performance characteristics. Although the Company believes
that it has certain technological and other advantages over its competitors,
realizing and maintaining these advantages will require continued investment by
the Company in research and development, sales and marketing and customer
service and support. There can be no assurance that the Company will have
sufficient resources to continue to make such investments or that the Company
will be successful in maintaining such advantages. If the Company's products or
technologies become uncompetitive or obsolete, it will have a material adverse
effect on the Company. See "Business -- Competition."
-8-
<PAGE> 12
DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY
The Company has patented certain aspects of its proprietary technology
in certain markets and has filed patent applications for its direct digital
technology in key markets, including the United States. However, there can be no
assurance that such applications will be granted. There can be no assurance that
the Company's issued patents or other patents issued in the future will afford
protection from material infringement or that such patents will not be
challenged. The Company also relies on trade secrets and proprietary and
licensed know-how, which it protects, in part, through confidentiality
agreements with employees, consultants and other parties. There can be no
assurance that these agreements will not be breached, that the Company would
have adequate remedies for any breach or that the Company's trade secrets will
not otherwise become known to, or independently developed by, competitors.
There also can be no assurance that the Company's technology will not
infringe upon the patents of others. In the event that any such infringement
claim is successful, there can be no assurance that the Company would be able to
negotiate with the patent holder for a license, in which case the Company could
be prevented from practicing the subject matter claimed by such patent. In
addition, there can be no assurance that the Company would be able to redesign
its products to avoid infringement. The inability of the Company to practice the
subject matter of patents claimed by others or to redesign its products to avoid
infringement could have a material adverse effect on the Company.
The Company has obtained a non-exclusive license for a term of two
years to use certain software for its line of SwissVision(TM) postprocessing
systems. There can be no assurance that this license will not be granted to a
competitor of the company or that such license will be renewed on favorable
terms with the Company or at all. See "Business -- Intellectual Property."
GOVERNMENT REGULATION
The Company's services, products and manufacturing activities are
subject to extensive and rigorous government regulation, including the
provisions of the Federal Food, Drug and Cosmetic Act. Commercial distribution
in certain foreign countries is also subject to government regulations. The
process of obtaining required regulatory approvals can be lengthy, expensive and
uncertain. Moreover, regulatory approvals, if granted, may include significant
limitations on the indicated uses for which a product may be marketed. The
Food and Drug Administration (the "FDA") actively enforces regulations
prohibiting marketing without compliance with the pre-market approval provisions
of products. A Section 510(k) application is required in order to market a new
or modified medical device. If specifically required by the FDA, a pre-market
approval may be necessary. The FDA review process typically requires extended
proceedings pertaining to the safety and efficacy of new products, which may
delay or hinder a product's timely entry into the marketplace. While the Company
has submitted the AddOn-Multi-System and its direct digital detector, the AddOn
Bucky(TM), for Section 510(k) approval with the FDA, there can be no assurance
that such approval will be obtained and that the AddOn-Multi-System may be
marketed in the United States.
The FDA also regulates the content of advertising and marketing
materials relating to medical devices. There can be no assurance that the
Company's advertising and marketing materials regarding its products are and
will be in compliance with such regulations. The Company is also subject to
other federal, state, local and foreign laws, regulations and recommendations
relating to safe working conditions, laboratory and manufacturing practices.
Failure to comply with applicable regulatory requirements can result in, among
other things, fines, suspensions of approvals, seizures or recalls of products,
operating restrictions and criminal prosecutions. Furthermore, changes in
existing regulations or adoption of new regulations could affect the timing of,
or prevent the Company from obtaining, future regulatory approvals. The effect
of government regulation may be to delay for a considerable period of time or to
prevent the marketing and full commercialization of future products or services
that the Company may develop and/or to impose costly requirements on the
Company. There can also be no assurance that additional regulations will not be
adopted or current regulations amended in such a manner as will materially
adversely affect the Company. See "-- Risks Associated With International
Operations," "Business -- Markets" and "-- Regulatory Matters."
-9-
<PAGE> 13
SALES TO HEALTH CARE INDUSTRY
The Company's products are used exclusively in the health care
industry, which is highly regulated. The health care industry in certain markets
for the Company's products, including the United States, has experienced a
significant pressure to reduce costs, which has led in some jurisdictions to
substantial reorganizations and consolidations of health care providers or
payors. Cost reduction efforts by the Company's customers may adversely affect
the potential markets for the Company's products and services. It is also
possible that legislation could be adopted in any of these jurisdictions which
could increase such pressures or which could otherwise result in a modification
of the private or public health care system or both or impose limitations on the
ability of the Company to market its products in any such jurisdiction. Any such
event or condition could have an adverse impact on the Company's business,
financial condition or results of operations. See "Business -- Markets."
RELIANCE ON KEY MANAGEMENT
The Company's business is highly dependent on the principal members of
its management, marketing, research and development and technical staffs, and
the loss of their services might impede the achievement of the Company's
business objectives. In addition, the Company's future success will depend in
part upon its ability to retain highly qualified management, scientific,
technical and marketing personnel. There can be no assurance that the Company
will be successful in retaining such qualified personnel or hiring additional
qualified personnel. Losses of key personnel could have a material adverse
effect on the Company's business. The Company has no key man life insurance
policies with respect to any of its senior executives. See "Business -- Research
and Development" and "Management -- Directors and Executive Officers of the
Company."
LIMITED MANUFACTURING HISTORY WITH RESPECT TO ADDON-MULTI-SYSTEM; DEPENDENCE ON
SOLE SOURCE SUPPLIERS
The Company has limited experience with the manufacture and assembly of
the AddOn-Multi-System in the volumes that will be necessary for the Company to
generate significant revenues from the sale of the AddOn- Multi-System. The
Company may encounter difficulties in scaling up its production or in hiring and
training additional personnel to manufacture the AddOn-Multi-System. Future
interruptions in supply or other production problems could have a material
adverse effect on the Company's business, financial condition and results of
operations. In addition, the Company has only single sources for certain
essential components of the AddOn-Multi-System. Interruptions in the supply of
such components might result in production delays, each of which could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "-- Reliance on A Single Product" and "Business --
Products."
FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FINANCING
There can be no assurance that the Company will not be required to seek
additional equity or debt capital to finance its operations in the future. In
addition, there can be no assurance that any such financings, if needed, will be
available to the Company or that adequate funds for the Company's operations,
whether from the Company's revenues, financial markets, collaborative or other
arrangements with corporate partners or from other sources, will be available
when needed or on terms attractive to the Company. The inability to obtain
sufficient funds may require the Company to delay, scale back or eliminate some
or all of its research and product development programs, sales and marketing
efforts, manufacturing and slide processing operations, clinical studies and/or
regulatory activities or to grant licenses to third parties to commercialize
products or technologies that the Company would otherwise seek to market and
sell itself.
POTENTIAL RECALLS AND PRODUCT LIABILITY
Any of the Company's products may be subject to recall for unforeseen
reasons. The medical device industry has been characterized by significant
malpractice litigation. As a result, the Company faces a risk of exposure to
product liability, errors and omissions or other claims in the event that the
use of its X-ray equipment, components, accessories or related services or other
future potential products is alleged to have resulted in a false diagnosis and
there can be no assurance that the Company will avoid significant liability.
There also can be no assurance that the Company will be able to obtain adequate
insurance coverage or that, if obtained, such coverage will continue to be
available at an acceptable cost, if at all. Consequently, such claims could have
a material adverse effect on the business or financial condition of the Company.
-10-
<PAGE> 14
DILUTION; EFFECT OF OUTSTANDING CONVERTIBLE DEBENTURES AND CERTAIN SHARES;
COMMON STOCK RESERVED
The Company has outstanding convertible debentures and options to
purchase Common Stock at prices that may be below the per share price to
purchasers of the Company's Common Stock in the market. The exercise of such
convertible debentures or options may have a dilutive effect on the investment
of a holder of the Company's Common Stock. The market price of the Company's
Common Stock may also be adversely affected by sales of substantial amounts of
Common Stock in the public market, including sales of Common Stock under Rule
144 or after the expiration of the applicable holding period under Regulation S.
The sale of such stock could also adversely affect the ability of the Company to
sell Common Stock for its own account. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations," "Management -- Compensation
of Directors and Executive Officers," "Selling Holders and Plan of Distribution"
and "Description of Capital Stock."
The Company is authorized to issue up to 30,000,000 shares of Common
Stock of which 22,486,263 shares were issued and outstanding at the close of
business on October 9, 1997. The Company has reserved shares for issuance upon
the conversion of convertible debentures and the exercise of options. However,
there can be no assurance that in the future sufficient shares will be available
for issuance and that the Company may not be required to enter into agreements
with principal shareholders to obtain the necessary shares. See "Certain
Transactions" and "Description of Capital Stock."
LIMITED PUBLIC MARKET; LIQUIDITY; POSSIBLE VOLATILITY OF STOCK PRICE
The Common Stock is quoted on the Nasdaq SmallCap Market System under
the symbol "SRMI." There can be no assurance that an active public market for
the Common Stock can be sustained. The market price of the Common Stock could
fluctuate significantly as a result of the Company's financial results,
regulatory approval filings, clinical studies, technological innovations or new
commercial products introduced by the Company or its competitors, developments
concerning patents or proprietary rights, trends in the health care industry or
in health care generally, litigation, the adoption of new laws or regulations or
new interpretations of existing laws or regulations and other factors.
PROPOSED NEW LISTING STANDARDS FOR NASDAQ SECURITIES
The Nasdaq Stock Market recently adopted certain changes to the
standards for issuers with securities listed on Nasdaq. One of the changes
included increasing the maintenance requirements for continued listing in the
Nasdaq SmallCap Market, on which the Company's Common Stock is currently listed.
While the Company currently is in compliance with the new maintenance
requirements, it could cease to be in compliance in the future if it continues
to incur substantial losses from operations. In this event, it is possible that
the Common Stock would be delisted from the Nasdaq SmallCap Market.
ENVIRONMENTAL MATTERS
The Company is subject to various environmental laws and regulations in
the jurisdiction in which it operates. Although the Company believes that it is
in substantial compliance with applicable environmental requirements and the
Company to date has not incurred material expenditures in connection with
environmental matters, it is possible that the Company could become subject to
additional environmental liabilities in the future that could result in an
adverse effect on the Company's financial condition or results of operations.
See "-- Environmental Matters" and "Business -- Environmental Matters."
-11-
<PAGE> 15
THE COMPANY
The Registrant was incorporated under the laws of the State of New York
on January 2, 1968 under the name CGS Units Incorporated. On June 15, 1994, the
Registrant merged with Direct Marketing Services, Inc. and changed its name to
DMS Industries, Inc. In May of 1995 the Registrant discontinued the operations
then being conducted by DMS Industries, Inc. and acquired all of the outstanding
securities of SR-Medical AG, a Swiss corporation engaged in the business of
manufacturing and selling X-ray equipment, components and accessories. On June
5, 1995, the Registrant changed its name to Swissray International, Inc. The
Registrant's operations are being conducted principally through its wholly owned
subsidiaries, SR-Medical AG, the latter's wholly owned subsidiaries, Teleray AG,
a Swiss corporation, and Swissray Deutschland (Rontgentechnik) GmbH (formerly
known as SR-Medical GmbH), a German limited liability company, as well as
through the Company's wholly owned subsidiaries, SR Management AG (formerly SR
Finance AG), a Swiss corporation, Swissray Medical Systems, Inc. (formerly
Swissray Corporation), a Delaware corporation, Swissray Healthcare, Inc., a
Delaware corporation, and Empower, Inc., a New York corporation (d/b/a Swissray
Empower, Inc.). See Note 1 to the Consolidated Financial Statements June 30,
1995 and December 31, 1994 and 1993 and June 30, 1997 and 1996.
The Company and its predecessors have been in the business of
manufacturing and selling X-ray equipment in Switzerland and Germany since 1988.
Beginning in 1991, the Company's predecessors began to expand into other markets
in Europe, the Middle East and Asia. In 1992, SR Medical AG entered into a first
Original Equipment Manufacturing ("OEM") Agreement with Philips Medical Systems
GmbH ("Philips Medical Systems") providing for the manufacturing of a
multi-radiography system ("MRS"). In 1996, this agreement was replaced with a
new OEM Agreement ("Philips OEM Agreement") which provides for the manufacturing
of the Bucky Diagnost TS bucky table in addition to the MRS System.
Simultaneously, the Company developed the first SwissVision(TM) post-processing
system which was able to convert analog images obtained in fluoroscopy into
digital information. Beginning in 1993, the Company began the development of
direct digital X-ray technology for medical diagnostic purposes.
On November 6, 1996, the Company formed Swissray Corporation (which has
since been renamed Swissray Medical Systems, Inc.), a Delaware corporation
located in Azusa, California, as the Company's principal authorizing division in
the United States. On April 1, 1997, the Company acquired a controlling interest
in Empower, Inc. ("Empower"), located in Glen Cove, New York. Since its
incorporation in 1985, Empower has been engaged in distributing and servicing
diagnostic X-ray equipment and accessories in the New York/New
Jersey/Connecticut area. During the fiscal year ended June 30, 1997, the Company
created a new Information Solution Division which is engaged in services related
to Picture Archiving and Communications Systems ("PACS") as well as consulting
activities. This division is located in Gig Harbor, Washington and headed by
Michael J. Baker, who has more than 20 years experience in radiology, most
recently as head of Lockheed Martin's Medical Imaging Systems division. On
October 17, 1997, the Company acquired substantially all of the assets of
Service Support Group LLC ("SSG") located in Gig Harbor, Washington. Since its
formation on October 16, 1996, SSG has been in the business of selling
diagnostic imaging equipment and providing services related thereto in the
markets on the West Coast of the United States. On October 17, 1997, SSG's three
co-owners, Kenneth Montler, Michael Harle and Gary Durday signed three year
employment agreements with the Company. Kenneth Montler has been appointed Chief
Executive Officer of Swissray Medical Systems, Inc. Gary Durday has been
appointed Chief Financial Officer of Swissray Medical Systems, Inc. and Michael
Harle has been appointed Chief Executive Officer of Swissray Healthcare, Inc.,
which is intended to be engaged in providing maintenance management, capital
planning and other services to hospital imaging departments and imaging centers.
See "Prospectus Summary," "Business -- Research and Development."
DETERMINATION OF OFFERING PRICE
Since the Common Stock registered hereunder is being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Act"), the Registrant cannot include herein information
about the price to the public of the Common Stock.
-12-
<PAGE> 16
USE OF PROCEEDS
The Registrant will not receive any of the proceeds from the sale of
the Securities. All of the proceeds will be received by the Selling Holders. See
"Selling Holders and Plan of Distribution."
-13-
<PAGE> 17
MARKET PRICES AND DIVIDEND POLICY
The Registrant's common stock, $.01 par value (the "Common Stock") is
listed on the Nasdaq SmallCap Market and traded under the symbol SRMI. The
following table sets forth, for the periods indicated, the range of high and low
bid prices on the dates indicated for the Registrant's securities indicated
below for each full quarterly period within the two most recent fiscal years (if
applicable) and any subsequent interim period for which financial statements are
included and/or required to be included.
<TABLE>
<CAPTION>
Fiscal Year Ended June 30, 1996 Quarterly Common Stock Price
By Quarter Ranges (1)
------------------------------- ----------------------------
Quarter Date High Low
- ------- ---- ---- ---
<S> <C> <C> <C>
1st September 30, 1995(1) $6.8125 $6.00
2nd December 31, 1995(1) $7.875 $5.50
3rd March 31, 1996(1) $7.25 $4.4375
4th June 30, 1996 $6.50 $5.25
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Ended June 30, 1997 Quarterly Common Stock Price
By Quarter Ranges (1)
------------------------------- ----------------------------
Quarter Date High Low
- ------- ---- ---- ---
<S> <C> <C> <C>
1st September 30, 1996 $5.0625 $3.6875
2nd December 31, 1996 $4.00 $2.375
3rd March 31, 1997 $3.5625 $1.6875
4th June 30, 1997 $3.250 $1.4063
</TABLE>
(1) The Registrant's Common Stock began trading on the Nasdaq SmallCap
market on March 20, 1996 with an opening bid of $4.75. The following
statement specifically refers to the Common Stock activity, if any,
prior to March 20, 1996. The existence of limited or sporadic
quotations should not of itself be deemed to constitute an "established
public trading market." To the extent that limited trading in the
Registrants's Common Stock took place, such transactions have been
limited to the over-the-counter market. Until March 20, 1996, all
prices indicated are as reported to the Registrant by broker-dealer(s)
making a market in its common stock in the National Quotation Data
Service ("pink sheets") and in the Electronic Over-the-Counter Bulletin
Board. Through such date the Registrant's Common Stock was not traded
or quoted on any automated quotation system other than as indicated
herein. The over-the-counter market and other quotes indicated reflect
inter-dealer prices without retail mark-up, mark-down or commission and
do not necessarily represent actual transactions.
As of the close of business on October 9, 1997 there were 749
stockholders of the Registrant's Common Stock (as indicated on its transfer
agent's certified list of stockholders as of October 9, 1997).
The payment by the Registrant of dividends, if any, in the future rests
within the discretion of its Board of Directors and will depend, among other
things, upon the Company's earnings, its capital requirements and its financial
condition, as well as other relevant factors. The Registrant has not paid or
declared any dividends upon its Common Stock since its inception and, by reason
of its present financial status and its contemplated financial
-14-
<PAGE> 18
requirements, does not contemplate or anticipate paying any dividends upon its
Common Stock in the foreseeable future.
-15-
<PAGE> 19
DILUTION
As of June 30, 1997 the Company's net tangible book value per share was $0.08.
"Net tangible book value per share" represents total tangible assets minus
total liabilities divided by the number of shares outstanding. After giving
effect to the funds received for the issuance of the Convertible Debenture
(after deducting underwriting discounts, commissions and escrow fees) but
without taking into account any other changes in such tangible book value after
June 30, 1997, the net tangible book value per share would increase to $0.25,
assuming a conversion price of $1.436. This represents an immediate increase in
net tangible book value of $0.17 and an immediate dilution of $1.18 per share to
purchasers of shares purchasing at the conversion price.
Swissray S-1
<TABLE>
<S> <C> <C>
$ $
Offering price per share 1.436
Net tangible book value per Share before Offering 0.08
Increase in net tangible book value per share
attributable to cash payments by purchaser 0.17
-----
Pro forma net tangible book value per Share
after Offering 0.25
-----
Dilution from Offering price which will be
absorbed by purchaser 1.18
=====
</TABLE>
CAPITALIZATION
The following table sets forth (i) the current liabilities and capitalization of
the Company as of June 30, 1997 and (ii) the pro forma liabilities and
capitalization as of June 30, 1997, adjusted to reflect the conversion of the
Convertible Debentures (assuming a conversion price of $2.0525 per share(1)).
<TABLE>
<CAPTION>
June 30, 1997
-------------
Actual As Adjusted
------ -----------
<S> <C> <C>
Current liabilities 11,259,798 11,259,798
Long-term liabilities, net of current 6,524,689 6,524,689
portion
Total liabilities 17,784,487 17,784,487
Stockholders' equity:
Common Stock, $.01 par value, 26,805,538 31,124,288
30,000,000 shares authorized,
19,694,433 issued and outstanding;
22,130,487 as adjusted (1)
Accumulated (deficit) (20,237,110) (20,237,110)
Total stockholders' equity 6,568,428 10,887,178
Total liabilities and stockholders' equity 24,352,915 28,671,665
</TABLE>
(1) Based on a conversion price of 80% of the average closing price of
the Registrant's Common Stock during the five trading days prior to
June 30, 1997.
<PAGE> 20
SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)
The selected consolidated financial data presented below should be read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements and related
notes thereto included elsewhere in this Prospectus. The selected consolidated
financial data as of and for the fiscal years ended December 31, 1993, December
31, 1994, June 30, 1995 (six-month period), June 30, 1996 and June 30, 1997 are
derived from the consolidated financial statements of the Company.
<TABLE>
<CAPTION>
SWISSRAY INTERNATIONAL, INC.
YEARS ENDED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
--------------------------------------------------------------
(SIX MONTHS)
6/30/97 6/30/96 6/30/95 12/31/94 12/31/93
--------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales .................................... 13,151 10,899 3,806 8,618 5,989
Cost of goods sold ........................... 8,445 5,793 2,484 5,363 4,181
-------- ------- ------- ------- -----
Gross profit ................................. 4,706 5,106 1,322 3,255 1,808
Gross profit margin (%) ...................... 36% 47% 35% 38% 30%
Selling, general and
administrative expenses .................... 15,166 8,592 2,307 3,175 2,094
Unusual charges .............................. -- -- -- -- --
-------- ------- ------- ------- -----
Operating (loss) income ...................... (10,460) (3,486) (985) 80 (286)
Debt related fees ............................
Other expense (income), net .................. (314) (1,004) 3,054 15 (7)
Interest expense ............................. 246 194 122 237 215
(Loss) income from continuing
operations before income
taxes ...................................... (10,392) (2,676) (4,161) (172) (494)
Income taxes ................................. 110 (365) (339) 24 --
-------- ------- ------- ------- -----
(Loss) income from continuing
operations ................................. (10,502) (2,311) (3,822) (196) (494)
======== ======= ======= ======= =====
(Loss) income per share from
continuing operations ...................... (.67) (.18) (.48) (.03) (.06)
======== ======= ======= ======= =====
BALANCE SHEET DATA:
Working capital (deficit) .................... 2,833 3,433 11,851 (1,236) (875)
Total assets ................................. 24,353 18,793 13,027 3,899 3,517
Short-term debt, including
current portion, long-term
debt and current portion of
liabilities subject to
compromise under
reorganization proceedings ................... 4,211 2,737 2,954 2,843 2,145
Long-term debt ............................. 6,524 -- 705 420 337
Liabilities subject to
compromise under
reorganization proceedings ................... -- -- -- -- --
Stockholders' (deficit) equity ............... 6,568 10,655 6,377 (798) (429)
Total shares outstanding at
year end ..................................... 19,694 14,185 12,035 7,850 7,850
OTHER DATA:
Ratio of Earnings to Fixed
Charges ................................... .44 .16 .80 .02 .08
</TABLE>
- ------------------
-16-
<PAGE> 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The Company is active in the markets for products and services related
to diagnostic imaging devices for the health care industry. Diagnostic imaging
devices include X-ray equipment, computer tomography ("CT") systems and magnetic
resonance imaging ("MRI") systems for three dimensional projections, nuclear
medicine ("NM") imaging devices and ultrasound devices. The Company is primarily
engaged in the business of manufacturing and selling diagnostic X-ray equipment
for all radiological applications other than mammography and dentistry. In
addition, the Company is in the business of selling imaging systems and
components and accessories for X-ray equipment manufactured by third parties and
providing services related to diagnostic imaging. See "The Company" and
"Business -- Products."
The Company's marketing strategy is to offer to its customers a
complete package of products and services in the field of radiology, including
equipment, accessories and related services. The Company's products include a
full range of conventional X-ray equipment for all diagnostic purposes other
than mammography and dentistry, a multi-functional direct digital X-ray system,
the AddOn-Multi-System and the SwissVision(TM) line of DICOM 3.0 compatible work
stations operating on a Windows NT platform for the processing of digital image
data. Currently, most of the Company's X-ray equipment is manufactured and
developed in Switzerland. On July 26, 1996, SR Medical AG, the Company's Swiss
marketing subsidiary, was ISO 9002 and EN 46002 certified.
The services offered by the Company include the installation and
after-sales servicing of imaging equipment sold by the Company, consulting
services and application training of radiographers. In the United States, the
Company plans to offer consulting services to hospital imaging departments and
imaging centers, including maintenance management, capital planning services and
after-sales services of products manufactured by the Company and third parties
(multi-vendor services). The Company is also offering products and services
related to networking, archiving and electronic distribution of digital X-ray
images, including Picture Archiving and Communications Systems ("PACS").
The Company and its predecessors have been in the business of
manufacturing and selling X-ray equipment in Switzerland and Germany since 1988.
Beginning in 1991, the Company's predecessors began to expand into other markets
in Europe, the Middle East and Asia. In 1992, the Company entered into a first
OEM Agreement with Philips Medical Systems providing for the manufacturing by
the Company of an MRS. In 1996, this agreement was replaced with a new OEM
Agreement which provides for the manufacturing of the Bucky Diagnost TS bucky
table in addition to the MRS system. See "The Company" and "Business --
Products."
On November 6, 1996, the Company formed Swissray Corporation (which has
since been renamed Swissray Medical Systems, Inc.), a Delaware corporation
located in Azusa, California, as the Company's principal marketing division in
the United States. On April 1, 1997 the Company acquired a controlling interest
in Empower, Inc. ("Empower"), located in Glen Cove, New York. Since its
incorporation in 1985, Empower has been engaged in distributing and servicing
diagnostic X-ray equipment and accessories in the New York/New
Jersey/Connecticut area. During the fiscal year ended June 30, 1997, the Company
also created a new Information Solution Division which is engaged in the
business of providing services related to Picture Archiving and Communications
Systems ("PACS") as well as consulting activities. This division is located in
Gig Harbor, Washington and headed by Michael J. Baker, who has more than 20
years experience in radiology, most recently as head of Lockheed Martin's
Medical Imaging Systems division. On October 17, 1997, the Company acquired
substantially all of the assets of Service Support Group LLC ("SSG") located in
Gig Harbor, Washington. Since its formation on October 16, 1996, SSG has been in
the business of selling diagnostic imaging equipment and providing services
related thereto in the markets on the West Coast of the United States. On
October 17, 1997, SSG's three co-owners, Kenneth Montler, Michael Harle and Gary
Durday signed three year employment agreements with the Company. Kenneth Montler
has been appointed Chief Executive Officer of Swissray Medical Systems, Inc.
Gary Durday has been appointed Chief Financial Officer of Swissray Medical
Systems, Inc. and Michael Harle has been appointed Chief Executive Officer of
Swissray Healthcare, Inc., which is intended to be
-17-
<PAGE> 22
engaged in providing maintenance management, capital planning and other services
to hospital imaging departments and imaging centers. See "The Company" and
"Business -- Introduction."
In 1993, the Company began to develop technologies related to direct
digital radiography ("ddR"). It developed a post-processing system which was
able to convert analog images obtained in fluoroscopy into digital information.
This first of the line of SwissVision(TM) postprocessing systems won the
innovation award of the Chamber of Commerce of Central Switzerland in 1993.
Simultaneously, the Company began the development of a direct digital detector
using CCD technology to replace the film or phosphor plate bucky used in
conventional and Computed Radiology systems.
Originally, the Company intended to offer its digital detector, the
AddOn Bucky(TM) as a retrofit product for conventional X-ray equipment. During
the fiscal year ended June 30, 1997, however, the Company decided to change its
strategy and to offer a complete multi-functional direct digital X-ray system
which combines the functions of a conventional bucky table and a bucky wall
stand and which is able to perform all examinations necessary in orthopedics,
traumatology, chest examination rooms and emergency rooms. The primary reason
for the Company's new strategy was management's belief that potential customers
can achieve cost benefits with a multi-functional direct digital X-ray system
compared to retrofitting existing equipment. These cost benefits result
primarily from the fact that a multi-functional direct digital X-ray system only
requires one detector, the most expensive part of a direct digital X-ray system,
to replace the two bucky devices used in a typical conventional bucky room. In
addition, because of an upcoming regulatory change in Europe, CE qualification
will be required for all elements in an X-ray system if any components are
exchanged. The Company was also concerned that the high quality of its product
could not be guaranteed in a retrofitted X-ray system. Finally, a complete
system offers significant advantages for potential customers and the Company in
the after-sales market because suppliers of X-ray equipment typically are
reluctant to extend product warranties and services to a product that is
retrofitted with third party products. As a result, the Company believes that
market acceptance of a complete system would be greater than that of the AddOn
Bucky(TM) alone.
The Company's new strategy with respect to the Company's direct digital
technology required the incurrence of significant additional research and
development expenses. Due to this effort, the AddOn-Multi-System could be
developed during the fiscal year ended June 30, 1997 and the first product has
been delivered to a customer during the first quarter of the 1997/98 fiscal year
with additional deliveries scheduled for the second quarter of the 1997/98
fiscal year. See "Business -- Products," "-- Research and Development" and
"--Regulatory Matters."
RESULTS OF OPERATION
In 1995, the Company changed its fiscal year end from December 31 to
June 30. As a result, the Company had a fiscal period beginning on January 1,
1995 and ending on June 30, 1995. In order to make the comparison with the
period ended June 30, 1995 more meaningful, the discussion contained herein
compares the results of operations for the six-month period ended June 30, 1996
rather than the full fiscal year ended June 30, 1996 with the fiscal year ended
June 30, 1995.
<TABLE>
<CAPTION>
6/30/97 6/30/96 6/30/95 12/31/94 12/31/93
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 64.2% 53.2% 65.3% 62.2% 69.8%
Gross profit 35.8% 46.8% 34.7% 37.8% 30.2%
Selling, general and 115.3% 78.8% 60.6% 36.9% 35.0%
administrative
Operating (Loss) Income (79.5%) (32.0%) (25.9%) 0.9% (4.8%)
Other expenses (Income) (2.4%) (9.2%) 80.2% 0.2% (0.1%)
Interest expense 1.9% 1.8% 3.2% 2.8% 3.6%
(Loss) Income from
Continuing Operations
before Income Taxes (79.0%) (24.6%) (109.3%) (2.1%) (8.3%)
Income Taxes 0.8% (3.3%) (8.9%) 0.3% --
(Loss) Income from
Continuing Operations (79.8%) (21.3%) (100.4%) (2.4%) (8.3%)
</TABLE>
FISCAL YEARS ENDED JUNE 30, 1997 AND JUNE 30, 1996
Net sales for the fiscal year ended June 30, 1997 were $13,151,701
compared to $10,899,222 for the fiscal year ended June 30, 1996.
The 21% increase in net sales was partially due to the acquisition of
Empower on April 1, 1997. The sale of conventional X-ray equipment, accessories
and imaging equipment manufactured by third parties to customers in Europe and
other markets outside the United States also increased by approximately 21%.
Contributing factors to this increase were sales made under the Philips OEM
Agreement and an order to deliver X-ray equipment to 21
-18-
<PAGE> 23
hospitals located in Eastern Europe, which was filled in part during the fiscal
year ended June 30, 1997. The Company made no sales of the AddOn-Multi-System
during the fiscal year ended June 30, 1997. See "Business -- Products."
Gross profits amounted to $4,706,287 or 36% of net sales for the fiscal
year ended June 30, 1997 compared to $5,105,916 or 46.9% for the fiscal year
ended June 30, 1996.
The decrease in gross profits is attributable to a number of factors.
During the fourth quarter of the fiscal year ended June 30, 1997, the Company's
Swiss subsidiaries began to consistently allocate direct labor and manufacturing
overhead expenses to costs of goods sold. Previously, consistent with Swiss
accounting practice, such subsidiaries only allocated cost of material to cost
of goods sold, whereas labor and overhead expenses were allocated to operating
expenses. In addition, sales of low-margin products increased substantially.
This is mainly attributable to increased sales of accessories, which are
generally low-margin products, during the fourth quarter as a result of the
acquisition of Empower and increased sales of CT systems from Elscint Ltd., a
leading Israeli manufacturer of diagnostic imaging systems and other
technologically advanced products ("Elscint"). Each of the foregoing contributed
approximately 15% to the Company's net sales. See "Business -- Products."
Operating expenses for the fiscal year ended June 30, 1997 were
$15,165,898 or 115.3% of net sales compared to $8,591,679 or 78.8% of net sales
for the fiscal year ended June 30, 1996. The principal items were research and
development expenses of $5,786,158 or 46% of net sales for the fiscal year ended
June 30, 1996 compared to $1,731,502 or 15.9% of net sales for the fiscal year
ended June 30, 1997 and salaries (net of directors and officers compensation),
which amounted to $2,059,396 or 15.6% of net sales for the fiscal year ended
June 30, 1997 compared to $1,829,535 or 16.8% of net sales for the fiscal year
ended June 30, 1996.
Research and development expenses increased by 234% mainly due to the
significant additional research necessary to implement the Company's new
strategy with respect to its direct digital technology. Additional research and
development expenses have also been incurred to develop the Bucky Diagnost TS
system for Philips Medical Systems and to maintain the technological advantages
of the Company's conventional X-ray equipment. Management considers the relative
size of the research and development expenses for the fiscal year ended June 30,
1997 as extraordinarily high and expects a reduction of their relative size in
the near future. However, significant research and development expenses will
continue to be incurred for the development of new technologically advanced
products and the continuing improvement of existing products. The increase of
64% in selling expenses is the result of the continuing strong efforts of the
Company to build its market position in key markets (including the United States
and Germany), develop new markets and lay the groundwork for a successful market
introduction of the Company's direct digital AddOn-Multi-System. In addition,
the Company has incurred expenses to develop products which are complementary to
its AddOn-Multi-System (such as a digital C-arm system and a digital remote
controlled fluoroscopy system). This will allow the Company to offer a full line
of digital X-ray equipment. See "Business -- Research and Development."
The Company's operating loss increased to $10,459,611 for the fiscal
year ended June 30, 1996 from $3,485,763 for the fiscal year ended June 30,
1996. The increase in the Company's operating loss is due to the significant
expenses associated with the development of the Company's products and the
building of the Company's organization and market position on the one hand and
the absence of a significant increase in sales as a result of the delay in the
market introduction of certain of the Company's products, in particular the
AddOn-Multi-System and the Bucky Diagnost TS on the other hand. After taking
into account income tax benefits and extraordinary items of income (loss) the
resulting net loss of the Company for the fiscal year ended June 30, 1997
increased to $10,889,628 from $1,891,612 for the fiscal year ended June 30,
1996. Extraordinary expenses include the write off of inventory and clean-up
costs as a consequence of a fire which affected the Company's previous
manufacturing facility. However, management of the Company expects to be able to
recover such expenses at least in part under applicable insurance policies.
-19-
<PAGE> 24
SIX-MONTH PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995
Net sales for the six-month period ended June 30, 1996 were $4,963,537
compared to $3,806,313 for the six-month period ended June 30, 1995.
The 30% increase in net sales was due to a major increase in sales in
Germany and the first sales of CT systems under the agreement with Elscint. In
addition, service and spare part sales under the Philips OEM Agreement and in
Switzerland increased materially. The Company also increased its sales in Swiss
Francs by approximately 37% for the above-mentioned reasons as well as an
increase in sales to Eastern Europe and the Far East.
Gross profits amounted to $2,236,616 or 45% of net sales for the
six-month period ended June 30, 1996 compared to $1,322,060 or 34.7% for the
six-month period ended June 30, 1995. The 69% increase in gross profits is
primarily attributable to the major increase in service and spare part sales
which sales have a much higher gross margin than equipment sales.
Operating expenses for the six-month period ended June 30, 1996 were
$4,831,228 or 97.3% of net sales compared to $2,307,231 or 60.6% of net sales
for the six-month period ended June 30, 1995. The principal items were salaries
(net of officers' compensation) expenses of $734,389 or 19% of net sales for the
six-month period ended June 30, 1995 compared to $696,812 or 14.0 % of net sales
for the six-month period ended June 30, 1996 and research and development
expenses, which amounted to $1,211,653 or 24.4% of net sales for the six-month
period ended June 30, 1996 compared to $233,084 or 6.1% of net sales for the
six-month period ended June 30, 1995.
Research and development expenses increased by 419.8%. This significant
increase in research and development expenses resulted primarily from increased
expenses associated with the development of the AddOn Bucky(TM). Selling
expenses decreased by 14.9%. See "Business -- Research and Development."
The Company's operating loss decreased to $1,908,271 for the six-month
period ended June 30, 1996 from $4,160,815 for the six-month period ended June
30, 1995. The decrease in the Company's operating loss was due to the fact that
the Company paid consulting fees of $3,050,000 toward the acquisition of SR
Medical AG and subsidiaries in June 1995. Without taking into account the
expenses paid for such consulting services, the Company would have had an
increase of $797,456 in operating losses for the six-month period ended June 30,
1996 compared with the six-month period ended June 30, 1995, mainly due to an
increase in research and development expenses. After taking into account income
tax benefits and extraordinary items of income (loss), the resulting net loss of
the Company for the six-month period ended June 30, 1996 decreased to $1,124,123
from $3,406,145 for the six-month period ended June 30, 1995. Extraordinary
items included a gain on the sale of marketable securities of $419,500, net of
income taxes of approximately $343,000.
FISCAL YEAR 1994
Net sales for the fiscal year ended December 31, 1994 were $8,617,604.
Gross profits amounted to $3,254,906 or 37.8% of net sales for the
fiscal year ended December 31, 1994.
Operating expenses for the fiscal year ended December 31, 1994 were
$3,175,269 or 36.8% of net sales. The principal items were salaries (net of
officers' compensation) expenses of $1,127,474 or 13% of net sales for the
fiscal year ended December 31, 1994 and other operating expenses, which amounted
to $748,157 or 8.7% of net sales for the fiscal year ended December 31, 1994.
Research and development expenses were $103,675 for the fiscal year
ended December 31, 1994. During the fiscal year 1994, research and development
costs consisted primarily of expenses related to the development of the AddOn
Bucky(TM).
-20-
<PAGE> 25
The Company's operating loss was $172,480 for the fiscal year ended
December 31, 1994. After taking into account income tax provisions, the
resulting net loss of the Company for the fiscal year ended December 31, 1994
was $196,592. There were no extraordinary expenses recorded for the fiscal year
ended December 31, 1994.
FINANCIAL CONDITION
FISCAL YEARS ENDED JUNE 30, 1997 AND JUNE 30, 1996
Total assets of the Company on June 30, 1997 increased by $5,559,477 to
$24,352,915 from $18,793,438 on June 30, 1996, primarily due to the acquisition
of Empower and a new office and production facility in Hochdorf, Switzerland.
Current assets increased $2,522,432 to $14,093,346 on June 30, 1997 from
$11,570,914 on June 30, 1996. The increase in current assets is primarily
attributable to the increase of accounts receivable as a consequence of the
acquisition of Empower and the increase in inventory due to an increased amount
of orders to be filled within the first quarter of the fiscal year ending June
30, 1998. Other assets decreased $161,290 to $5,922,952 on June 30, 1997 from
$6,084,242 on June 30, 1996. The decrease of other assets was primarily due to a
decrease in long-term accounts receivable, which was partially offset by an
increase in intangible assets.
On June 30, 1997, the Company had total liabilities of $17,784,487
compared to $8,138,182 on June 30, 1996. On June 30, 1997, current liabilities
were $11,259,798 compared to $8,138,182 on June 30, 1996. The increase in
current liabilities was primarily due to the incurrence of a mortgage to finance
in part the acquisition of the new Hochdorf facility. Management currently
intends to refinance this mortgage, which may be terminated on three months
notice, with a long-term mortgage. In addition, as a result of the acquisition
of Empower, there was an increase in accounts payable. On June 30, 1997, the
Company also had $6,000,000 principal amount of convertible subordinated
debentures. Such debentures bore interest at 6% per annum and were repayable at
maturity in Common Stock of the Registrant. As of June 30, 1997, all of such
convertible debentures could be converted into Common Stock of the Registrant at
a price equal to 80% of the average closing price during the five trading days
preceding the date of conversion, subject, with respect to $2 million principal
amount of debentures with a maturity date of April 28, 1998, to a minimum
conversion price of $2.50. $2 million principal amount of the remaining
debentures with a maturity date of May 15, 2000 and $2 million principal amount
of such debentures with a maturity date of June 13, 2000 were refinanced on July
31, 1997 with the proceeds of the issuance of $4,262,500 principal amount of
convertible debentures. Such debentures may have a dilutive effect on the
investment of stockholders of the Registrant upon conversion or payment of the
principal at maturity, but no funds of the Company are expected to be used for
their repayment. See "Risk Factors -- Dilution; Effect of Outstanding
Convertible Debentures and Certain Shares."
At June 30, 1997, long-term debt net of the current portion thereof
amounted to $524,689 compared to $0 at June 30, 1996. The increase in long-term
debt resulted from the incurrence of new debt obligations and the
reclassification of certain existing debt as long-term debt.
Working capital at June 30, 1997 was $2,833,548 compared to $3,432,732
at June 30, 1996.
SIX-MONTH PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995
Total assets of the Company on June 30, 1996 increased by $5,766,082 to
$18,793,438 from $13,027,356 on June 30, 1995, primarily due to the increase in
current assets and property and equipment. Current assets increased $4,440,278
to $11,570,914 on June 30, 1996 from $7,130,636 on June 30, 1995. The increase
in current assets was attributable to an increase in cash, accounts receivable,
inventories and prepaid expenses as a result of the significant growth of the
Company's overall activities. Other assets increased $535,221 to $6,084,242 on
June 30, 1996 from $5,549,021 on June 30, 1995. The increase of other assets was
primarily due to the increase in long-term accounts receivable.
On June 30, 1996, the Company had total liabilities of $8,138,182
compared to $6,650,523 on June 30, 1995. On June 30, 1996, current liabilities
were $8,138,182 compared to $5,945,488 on June 30, 1995. The
-21-
<PAGE> 26
increase in current liabilities is primarily due to the increase in accounts
payable and accrued expenses as a result of the growth of the Company's
activities.
At June 30, 1996, long-term debt net of the current portion thereof
amounted to $0 compared to $705,035 at June 30, 1995. Long-term debt has been
repaid in full amount.
Working capital at June 30, 1996 was $3,432,732 compared to $1,185,148
at June 30, 1995.
FISCAL YEAR 1994
Total assets of the Company on December 31, 1994 were $3,898,787.
Current assets were $3,040,982 on December 31, 1994. Other assets were $566,476
on December 31, 1994.
On December 31, 1994, the Company had total liabilities of $4,697,286.
On December 31, 1994, current liabilities were $4,276,866.
At December 31, 1994, long-term debt net of the current portion thereof
amounted to $420,420.
Working capital at December 31, 1994 was $(1,235,884).
CASH FLOW AND CAPITAL EXPENDITURES
FISCAL YEARS ENDED JUNE 30, 1997 AND JUNE 30, 1996
Cash used by operating activities for the fiscal year ended June 30,
1997 increased to $10,684,988 from $3,658,665 for the fiscal year ended June 30,
1996 and cash used by investing activities increased to $3,668,196 for the
fiscal year ended June 30, 1997 from $1,171,120 for the fiscal year ended June
30, 1996. Cash flow from financing activities for the fiscal year ended June 30,
1997 was $14,752,928 compared to $5,788,694 for the fiscal year ended June 30,
1996.
The Company's capital expenditures totaled $3,431,375 for the fiscal
year ended June 30, 1997 compared to $932,066 for the fiscal year ended June 30,
1996. Capital expenditures were primarily incurred for the purchase of the
Hochdorf facility and equipment. The increased financing needs resulted
primarily from the significant research and development expenses necessary in
connection with the development of the AddOn-Multi-System, the purchase of the
Hochdorf facility and the initiation and expansion of the Company's sales
organization in Europe and in the United States. See "Business -- Products,"
"-- Sales and Marketing" and "-- Research and Development."
The Company financed its liquidity needs during the fiscal year ended
June 30, 1997 primarily with the issuance of $13,300,000 principal amount of
convertible debentures and the issuance of Common Stock for a consideration of
$2 million in the aggregate. The Company anticipates that its use of cash will
be substantial for the foreseeable future. In particular, management of the
Company expects substantial expenditures in connection with the improvement of
the new Hochdorf facility, the continuation of the strengthening and expansion
of the Company's marketing organization and, to a lesser degree, ongoing
research and development projects. The Company expects that funding for these
expenditures will be available out of the Company's cash reserves, future cash
flow and, with respect to the improvements of the Hochdorf facility, the
incurrence of mortgaged debt. However, the availability of a sufficient future
cash flow will depend to a significant extent on the marketability of the
Company's AddOn-Multi-System. Accordingly, the Company may be required to issue
additional convertible debentures or equity securities to finance such capital
expenditures and working capital requirements. There can be no assurance whether
or not such financing or the anticipated debt financing of the improvements to
the Hochdorf facility will be available. See "Risk Factors -- Future Capital
Needs and Uncertainty of Additional Financing."
SIX-MONTH PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995
Cash used by operating activities for the six-month period ended June
30, 1996 increased to $2,511,188
-22-
<PAGE> 27
from $1,165,279 for the six-month period ended June 30, 1995 and cash used by
investing activities decreased to $789,792 for the six-month period ended June
30, 1996 from $961,379 for the six-month period ended June 30, 1995. Cash flow
from financing activities for the six-month period ended June 30, 1996 was
$983,129 compared to $4,850,310 for the six-month period ended June 30, 1995.
The Company's capital expenditures totaled $572,783 for the six-month
period ended June 30, 1996 compared to $80,714 for the six-month period ended
June 30, 1995. Capital expenditures were primarily for the purchase of
equipment. The increased financing needs resulted primarily from the increase in
research and development expenses and the increased inventory level of June 30,
1996.
FISCAL YEAR 1994
Cash used by operating activities for the fiscal year ended December
31, 1994 was $728,865 and cash used by investing activities was $32,007 for the
fiscal year ended December 31, 1994. Cash flow from financing activities for
the fiscal year ended December 31, 1994 was $697,519.
The Company's capital expenditures totaled $88,600 for the fiscal year
ended December 31, 1994. Capital expenditures were primarily for the purchase of
equipment.
EFFECT OF CURRENCY ON RESULTS OF OPERATIONS
The result of operations and the financial position of the Company's
subsidiaries outside of the United States is reported in the relevant foreign
currency (primarily in Swiss Francs) and then translated into U.S. dollars at
the applicable foreign exchange rate for inclusion in the Company's consolidated
financial statements. Accordingly, the results of operations of such
subsidiaries as reported in U.S. dollars can vary significantly as a result of
changes in currency exchange rates (in particular the exchange rate between the
Swiss Franc and the U.S. dollar). For the fiscal year ended June 30, 1996 the
Swiss Franc depreciated by approximately 11% against the U.S. dollar compared to
the rate in effect during the fiscal year ended June 30, 1996. If such exchange
rate had remained in effect, the Company's net sales and net loss would have
been higher by approximately $2,788,209 and $2,335,548, respectively. See "Risk
Factors -- Risk of Currency Fluctuation."
TAXES
The Company is subject to taxation in many jurisdictions throughout the
world. The Company's effective tax rate and tax liability is affected by a
number of factors, such as the amount of taxable income in particular
jurisdictions, the tax rates in such jurisdictions, tax treaties between
jurisdictions, the extent to which the Company transfers funds between
jurisdictions and income is repatriated, and future changes in law. Generally,
the tax liability for each legal entity is determined either (i) on a
non-consolidated basis or (ii) on a consolidated basis only with other entities
incorporated in the same jurisdiction, in either case without regard to the
taxable losses of non-consolidated affiliated entities. As a result, the Company
may pay income taxes in certain jurisdictions even though the Company on an
overall basis incurs a net loss for the period.
ENVIRONMENTAL MATTERS
The Company is subject to various environmental laws and regulations in
the jurisdictions in which it operates. The Company, like many of its
competitors, has incurred, and will continue to incur, capital and operating
expenditures and other costs in complying with such laws and regulations. The
Company does not currently anticipate any material capital expenditures for
environmental control technology. Some risk of environmental liability is
inherent in the Company's business, and there can be no assurance that material
environmental costs will not arise in the future. However, the Company does not
anticipate any material adverse effect on its results of operations or financial
condition as a result of future costs of environmental compliance. See "Risk
Factors -- Environmental Matters" and "Business -- Environmental Matters."
-23-
<PAGE> 28
INFLATION
Inflation can affect the costs of goods and services used by the
Company. The competitive environment in which the Company operates limits
somewhat the Company's ability to recover higher costs through increased selling
prices. Moreover, there may be differences in inflation rates between countries
in which the Company incurs the major portion of its costs and other countries
in which the Company sells its products, which may limit the Company's ability
to recover increased costs, if not offset by future increases of selling prices.
To date, the Company's sales to high-inflation countries have either been made
in Swiss Francs or U.S. dollars. Accordingly, inflationary conditions have not
had a material effect on the Company's operating results.
SEASONALITY
The Company's business has historically experienced a slight amount of
seasonal variation with sales in the first fiscal quarter slightly lower than
sales in the other fiscal quarters due to the fact that the Company's first
quarter coincides with the summer vacations in certain of the Company's markets.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
No disagreements with accountants on accounting and financial
disclosure matters existed during the Company's fiscal year ended June 30, 1997.
BUSINESS
OVERVIEW
The Company is active in the markets for diagnostic imaging devices for
the health care industry. Diagnostic imaging devices include X-ray equipment,
computer tomography ("CT") systems and magnetic resonance imaging ("MRI")
systems for three dimensional projections, nuclear medicine ("NM") imaging
devices and ultrasound devices. The Company is primarily engaged in the business
of manufacturing and selling diagnostic X-ray equipment for all radiological
applications other than mammography and dentistry. In addition, the Company is
in the business of selling imaging systems and components and accessories for
X-ray equipment manufactured by third parties and providing services related to
diagnostic imaging.
X-rays were discovered in 1895 by Wilhelm Konrad Rontgen. Shortly
thereafter, X-ray imaging found numerous applications for medical diagnostic and
non-medical purposes. Today, medical X-ray imaging is a fundamental tool in bone
and soft tissue diagnosis. X-ray diagnosis is primarily used in orthopedics,
traumatology, gastro-enterology, angiography, urology, pulmology, mammography
and dentistry. The principal elements of a diagnostic X-ray system are the X-ray
generator, the X-ray tube and the bucky device. The generator generates high
tension, which is converted into X-rays in the X-ray tube. The X-rays so created
are then penetrating a patient's body and subsequently expose a film contained
in the bucky device. Following exposure, the film is chemically processed and
dried in a dark room. A typical room used for general X-ray examinations (bucky
room) contains an X-ray system which includes a table with a bucky device for
examinations of recumbent patients (bucky table) and a wall stand with a second
bucky device for examinations of sitting and standing patients (bucky wall
stand).
The film used in conventional X-ray systems has certain inherent
disadvantages, including the significant amount of time and operating expenses
associated with the handling, processing and storage thereof, the need for
chemicals to develop films and the environmental concerns related to their
disposal. Additional expenses and inconveniences arise in connection with the
storage, duplication and transportation of conventional films. The following
X-ray systems have been developed to overcome these disadvantages: scanning
devices, phosphor plate or Computed Radiography(TM) ("CR") systems and direct
digital radiography ("ddR") systems. Scanning devices are
-24-
<PAGE> 29
used to convert existing X-ray images into a digital form. While the use of
scanning devices permits the electronic storage, retrieval and transmission of
X-ray images, they do not eliminate the other inconveniences of conventional
films and add time and expenses associated with the scanning process. In a CR
system the film cassette is replaced with a phosophor plate which is
electrically charged by X-rays. The electrical charges on this phosphor plate
are then converted into digital information by a laser scanner. Although this
system has the advantage that the phosphor plates are reusable and the
inconveniences related to the development of X-ray films are eliminated, it does
not achieve instant images and a significant amount of time and operating
expenses are required in connection with the handling and scanning of the
phosphor plates. Additional expenses arise due to the fact that phosphor plates
have a limited lifespan.
DdR technology is designed to eliminate the disadvantages and
significant operating costs associated with conventional X-ray systems and CR
systems. With ddR technology digital information can be made available for
diagnostic purposes within a few seconds after an X-ray image is taken without
any additional steps, thereby reducing processing time and related operating
expenses. Direct digital X-ray technology uses either charge coupled devices
("CCD") arrays, amorphous silicon panels or silicium drums to convert X-rays
into digital information. To the Company's knowledge, no silicon or
silicium-based technology is currently available for purposes of general X-ray
diagnosis. To the Company's knowledge, the only CCD based direct digital
technology available for general diagnostic purposes is the Company's AddOn
Bucky(TM). While other CCD based direct digital X-ray systems are used for
dental X- ray imaging and chest examinations, the Company believes that neither
such technologies nor the silicium based technology used in a chest examination
system offered by one of the Company's competitors can easily be adapted for
general diagnostic purposes because none of them is capable of providing the
resolution necessary to obtain digital information with sufficient diagnostic
value on a standard 14' by 17' X-ray image.
PRODUCTS
The Company's marketing strategy is to offer to its customers a
complete package of products and services in the field of radiology, including
equipment, accessories and related services such as consulting and after-sales
services. The Company's products include a full range of conventional X-ray
equipment for all diagnostic purposes other than mammography and dentistry, the
direct digital AddOn-Multi-System and the SwissVision(TM) line of DICOM 3.0
compatible postprocessing work stations operating on a Windows NT platform.
Currently, most of the Company's X-ray equipment is manufactured and developed
in Switzerland. On July 26, 1996, SR Medical AG, the Company's Swiss marketing
subsidiary, was ISO 9002 and EN 46002 certified.
DIGITAL ADDON-MULTI-SYSTEM/SWISSVISION
The AddOn-Multi-System, which includes a SwissVision(TM) workstation
for the postprocessing of digital image data and the transfer of such data
through central networks or via telecommunications systems, is a complete multi-
functional direct digital X-ray system which combines the functions of a
conventional bucky table and a bucky wall stand. It is the first direct digital
radiography system available which allows all plane X-ray examinations on the
recumbent, upright and sitting patient necessary in orthopedics, traumatology,
chest examination rooms and emergency rooms. The AddOn-Multi-System uses the
Company's AddOn Bucky(TM) as the digital detector. The AddOn Bucky(TM) is able
to make available an X-ray image in a direct digital way for diagnostic study
within 16 to 20 seconds. As a consequence, the efficiency and the throughput of
the bucky room can be increased. The Company believes that a significant
advantage of the Company's AddOn-Multi-System is the fact that a variety of
X-ray examinations can be made with the use of only one digital detector, the
most expensive part of an X-ray system using direct digital technology.
During the 100 years in which X-ray imaging has been used for medical
purposes, there has been a continuous trend to improve image quality, to reduce
the radiation dose and to improve the ergonomic features of X-ray equipment.
Management believes that the ddR technology developed by the Company will take
this development to the next level because the ergonomically advanced
AddOn-Multi-System provides excellent image
-25-
<PAGE> 30
quality with minimal radiation doses and at the same time reduces operating
expenses through the elimination of films, phosphor plates or cassettes and the
handling, development and storage thereof.
The Company's line of SwissVision(TM) postprocessing workstations
permit the postprocessing of digital X-ray images, including section, zooming,
enlargement, soft tissue and bone structure imaging, accentuation of the
limitation of the joints, noise suppression, presentation of different fields of
interest within an area and archiving and transferring the data through central
networks and telecommunication systems. In addition, the SwissVision(TM)
post-processing workstations are able to analyze data stored with respect to a
particular patient. As a result, consistent image quality of different images of
the same patient can be achieved. The workstations operate on a Windows NT
platform and are DICOM 3.0 compatible. The Company is also offering products and
services related to networking, archiving and electronic distribution of digital
X-ray images, including PACS.
CONVENTIONAL X-RAY EQUIPMENT, IMAGING SYSTEMS, COMPONENTS AND
ACCESSORIES
The Company manufactures and sells conventional diagnostic X-ray
equipment for all radiological applications other than mammography and
dentistry. The conventional X-ray equipment manufactured by the Company includes
X- ray generators, basic X-ray equipment, bucky table systems, mobile X-ray
systems, mobile C-arm systems, fluoroscopy systems, urology systems and remote
controlled examination systems. In addition, the Company sells components and
accessories for X-ray systems. In general, the components and accessories for
X-ray equipment sold by the Company are manufactured by third parties. In
Switzerland, the Company is the exclusive distributor of CT systems, MRI systems
and NM systems manufactured by Elscint.
ORIGINAL EQUIPMENT MANUFACTURING (OEM)
On June 11, 1996, the Company entered into a new OEM Agreement (the
"Philips OEM Agreement") with Philips Medical Systems which replaced the
previous OEM Agreement with Philips Medical Systems, dated July 29, 1992. The
Philips OEM Agreement provides for the production of two conventional X-ray
systems, the Bucky Diagnost TS bucky table and a Multi Radiography System
("MRS"), which is approved by the World Health Organization ("WHO") as a World
Health Imaging System for Radiology ("WHIS-RAD"). As a result, the Company's MRS
system may be tendered in projects financed by the World Bank. Under the Philips
OEM Agreement these two products are marketed worldwide by Philips Medical
Systems through its existing distribution network. The initial term of the
Philips OEM Agreement expires on December 31, 2000 and may be extended for
additional periods of 12 months.
SERVICES
The services offered by the Company include the installation and
after-sales servicing of imaging equipment sold by the Company, consulting
services and application training of radiographers. In the United States, the
Company plans to offer consulting services to hospital imaging departments and
imaging centers, including maintenance management, capital planning services and
after-sales services of products manufactured by the Company and third parties.
Maintenance management (or asset management) services for imaging equipment
include the management of after-sales services with respect to different kinds
and brands of imaging equipment (multi-vendor services). Capital planning
services include consulting services in connection with the acquisition,
disposition or refurbishment of imaging equipment.
MARKETS
PRODUCT MARKETS
The Company estimates that the global market for X-ray equipment and
accessories is approximately $5 billion, 45% of which is in the United States,
26% in Western Europe, 19% in Japan and 10% in the rest of the world (Sources:
National Electrical Manufacturers Association; Market Line). The Company's
principal markets
-26-
<PAGE> 31
for its X-ray equipment, components and accessories by country are Switzerland,
the United States and Germany constituting 17%, 15% and 11% of the Company's
sales during the fiscal year ended June 30, 1997 respectively. For the fiscal
year ended June 30, 1997, 22% of the Company's sales were made in Eastern
Europe, primarily attributable to the delivery of conventional X-ray equipment
to hospitals located in Eastern Europe under a contract financed by the Swiss
government. The Company believes that because of the need to bring medical
services to Western standards, Eastern Europe continues to offer interesting
opportunities as a market for the Company's conventional X-ray equipment and
accessories. The Company has also been able to gain access to markets in Asia,
the Middle East and Africa. See "-- Sales and Marketing."
The Company believes that the principal markets for its direct digital
X-ray equipment are located in North America and Western Europe, where the first
sales of the AddOn-Multi-System have been made. The Company submitted both its
AddOn Bucky(TM) and the AddOn-Multi-System to the FDA for Section 510(k)
clearance. The Company expects that the necessary authorization to market the
AddOn-Multi-System in the United States should be forthcoming. However, no
assurance can be given as to when or if at all such authorization will be
obtained. Upon obtaining the required approval from the FDA, the Company intends
to sell the AddOn-Multi-System in the United States through its subsidiaries and
other channels. See "Risk Factors -- Government Regulation" and "Business --
Regulatory Matters."
SERVICE MARKETS
The Company estimates that the worldwide market for services related to
X-ray equipment, including maintenance management and capital planning, is
approximately $44 billion, of which approximately $40.5 billion (or 92%) relate
to after-sales services. The markets for maintenance management and capital
planning amount to $3.4 billion or 8% of the total market for services related
to X-ray equipment. The principal markets for after-sales services are the
United States (45%), Western Europe (26%) and Japan (19%). The Company expects
that as the installed base of X-ray equipment grows, the market for after-sales
services will also expand. Additional growth may result from a general increase
in the demand for such services. To date, a significant market for maintenance
management and capital planning has only developed in the United States as a
result of the impact of managed care plans and health maintenance organizations
("HMOs") on the health care industry. The Company expects that in the future
there will be a similar trend in Europe, which may lead to the development of a
market for such services in Europe. See "-- Products" and "-- Sales and
Marketing."
SALES AND MARKETING
The Company's customers are hospitals, clinics, radiology centers and
physicians generally. The Company is marketing its products and services
primarily through its own sales force in Switzerland, Germany and Eastern Europe
and through resellers in these and other markets in Europe, the Middle East,
Africa, Asia, Canada and Latin America. In the United States, the Company plans
to market its products and services primarily through subsidiaries on the East
Coast and West Coast and through resellers in other markets in the United
States. In the United States, the Company plans to also enter the markets for
maintenance management and capital planning services for imaging equipment. The
Company plans to offer such services through its recently created Swissray
Healthcare, Inc located in Gig Harbor, Washington. The Company is also offering
products and services related to networking, electronic archiving and
distribution, including PACs, through the Swissray Information Solution
division.
Two of the Company's products, the MRS system and the Bucky Diagnost TS
system, are distributed worldwide through Philips Medical Systems.
The Company believes that in the foreseeable future there will be a
continuous world-wide growth in the markets for complete X-ray systems,
components, accessories and related services because of the improvement of
health care services in developing countries and Eastern Europe and the
necessity to meet increasingly stricter regulations with respect to radiation
dosage and other safety features and environmental hazards in many
jurisdictions. With the transition from conventional to digital X-ray systems,
the demand for products and services related to networking, archiving and
electronic distribution of digital X-ray images will grow in industrialized
-27-
<PAGE> 32
countries. In these markets the demand for conventional X-ray equipment,
accessories and related services will decrease over time. As a result of the
continuing cost pressure on health-care providers in the United States, the
Company expects the demand for maintenance management and capital services to
grow in the near future. See "-- Markets."
In the past, the Company has made a significant amount of sales of
conventional X-ray equipment to a few large customers. For the fiscal year ended
June 30, 1997 sales to the Company's two largest customers accounted for
approximately 33% of all revenues while sales to the Company's single largest
customer during such period accounted for approximately 18% of all revenues.
During the fiscal year ended June 30, 1997, 15% of the Company's sales were made
to Philips Medical Systems and 18% of the Company's sales were made to
Gesellschaft fur Elektronische Rohren Comet Bern, as general contractor for the
sale of conventional X-ray equipment to hospitals in Eastern Europe financed by
the Swiss government.
The Company considers the relationship with its largest customers to
be satisfactory. Historically, the identity of the Company's largest customers
and the volumes purchased by them has varied. The loss of one or more of the
Company's current two largest customers or a reduction of the volume purchased
by either of them would have an adverse effect upon the Company's sales until
such time, if ever, as significant sales to other customers can be made. The
Company expects that as sales of its AddOn-Multi-System increase, the Company's
revenue will be less dependent on a few large customers. See "Risk Factors --
Reliance on Large Customers" and Note 27 to the Company's Consolidated Financial
Statements.
RESEARCH AND DEVELOPMENT
During the fiscal year ended June 30, 1997, the Company incurred
expenses related to research and development of $5,786,158 (accounting for 38%
of the Company's operating expenses), compared to $1,700,000 (accounting for 20%
of the Company's operating expenses) during the previous fiscal year and
$1,211.653 (or 10.1% of the Company's operating expenses) during the 6-month
period ended June 30, 1995. The increase of the Company's research and
development expenses by 234% from the fiscal year ended June 30, 1995 to the
fiscal year ended June 30, 1996 resulted primarily from the Company's decision
not to market the AddOn Bucky(TM) as a retrofit product for existing
conventional bucky table X-ray systems, but rather to offer a complete
multi-functional direct digital X-ray system which combines a conventional bucky
table and a bucky wall stand and includes a postprocessing system. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
The Company will continue to have significant research and development
expenses associated with the development of new products (including diagnostic
hardware and software products and new digital X-ray products) and improvements
to existing products manufactured by the Company. New products currently being
developed by or on behalf of the Company include a new digital C-arm system, a
digital remote controlled fluoroscopy system, a conventional bucky-table system
and a multi-functional floating table.
As of June 30, 1997, the Company employed six people in research and
development. The number of people employed in research and development has
increased by 50% since June 30, 1996. The Company is outsourcing certain
research and development activities (such as the development of the Company's
mobile units, C-arm systems and fluoroscopy tables) and intends to continue this
policy in the future. On April 1, 1997, Dr. med. Felix Riedel, a well-known
specialist in radiology and nuclear medicine with twenty years of clinical and
scientific experience in the United States and Europe joined the Company as head
of the Company's research and development department. Dr. Riedel has received
numerous awards for his achievements in diagnostic radiology from scientific and
academic institutions. He is a member of the Swiss Society of Radiology, a full
voting member of the International Society of Magnetic Resonance Imaging and a
corresponding member of the North American Society of Radiology. See
"-- Employees."
The Company has established a scientific board to support its research
and development projects and to enable the Company to develop technologically
advanced products. The Company believes that the integration of academic
institutions and hospitals will allow the Company to save research and
development expenses and will provide it with access to clinical and scientific
experience and know-how. Currently, the following individuals have
-28-
<PAGE> 33
been appointed to this scientific board: Dr. med. Felix Riedel, Chairman, Prof.
Dr. med. Michael Meves, head of the Central Radiology Department at the
Northeast Hospital in Frankfurt/Main, Germany, Prof. Dr. med. Hanfried Weigand,
head of the Central Radiology Department of the Horst-Schmidt-Clinic in
Wiesbaden, Germany, Dr. med. Paul Jegge, Co-head of the Radiology Department at
the Regional Hospital, Langenthal, Switzerland, Hans Behrendt, General Manager
of Elscint GmbH, and Michael L. Baker, head of the Company's Information
Solution division.
RAW MATERIALS AND SUPPLIERS
The Company has a policy of outsourcing the manufacturing of components
for its X-ray equipment whenever such outsourcing is more efficient and cost
effective than in-house production. In particular, components for which serial
production is available are produced by third-party manufacturers according to
Company specifications. Generally, the X-ray accessories sold by the Company are
manufactured by third parties.
There is virtually no stock of finished X-ray equipment on the
Company's premises for any extended period of time since X-ray equipment is
generally manufactured at a customer's request. The Company stocks such
components and accessories as it deems necessary. At June 30, 1997 finished
products accounted for approximately 21% of inventory while raw material, parts
and supplies accounted for approximately 67% of inventory and work in process
for approximately 12%.
In general, key components for the Company's X-ray equipment can be
obtained from several sources and the Company has entered into supply agreements
with certain of its suppliers. The CCD camera, a key component of the AddOn
Bucky(TM), has been developed on the Company's behalf by the Philips Components
division of Philips GmbH, Hamburg. Philips Components has entered into an
exclusive supply agreement with the Company (which is currently being restated)
and the Company considers its relationship with Philips Components to be
satisfactory. While other suppliers of CCD cameras are available, a significant
amount of time would be required to integrate a CCD camera of another supplier
into the Company's AddOn-Multi-System and there can be no assurance that such
integration could be achieved in a timely manner. The Company believes that
there is no anticipated shortage in the supply of key components for its X-ray
equipment. See "Risk Factors -- Limited Manufacturing History with Respect to
AddOn-Multi-System; Dependence on Sole Source Suppliers."
BACKLOG
Management estimates that as of the end of the fiscal year ended June
30, 1997, the Company had an order backlog of $10,500,000 for conventional X-ray
equipment as compared to $25,000,000 as of June 30, 1996 and $30,000,000 for
digital X-ray equipment compared to $30,000,000 as of June 30, 1996. The Company
believes that substantially the entire order backlog for conventional X-ray
equipment (which consists primarily of orders under the Philips OEM Agreement)
will be filled during the current fiscal year. With respect to the backlog for
digital X-ray equipment, the Company expects to fill such orders (which
primarily relate to one customer) within 12 to 18 months. However, due to
political circumstances beyond the Company's control in the countries to which
certain of such equipment is expected to be sold no assurance can be given that
all of such orders will be filled during such time period or at all. While the
Company expects to continue to have a certain order backlog for conventional
X-ray equipment in the future because of the Philips OEM Agreement, the order
backlog for digital X-ray equipment is likely to be substantially reduced in the
future as the Company estimates that orders for such equipment will typically be
filled within three months.
COMPETITION
X-RAY EQUIPMENT MARKET
The markets in which the Company operates are highly competitive. Most
of the Company's competitors are significantly larger than the Company and have
access to greater financial and other resources than the Company. The principal
competitors for the Company's X-ray equipment are General Electric, Siemens,
Toshiba,
-29-
<PAGE> 34
Trex Medical, Shimatsu, Picker and Philips. In general, it is the Company's
strategy to compete primarily based on the quality of its products. In the
market for conventional X-ray equipment, the Company's strategy is to focus on
niche products and standard equipment.
To the Company's knowledge the only direct digital X-ray systems for
medical diagnostic purposes other than the AddOn-Multi-System currently
available are chest examination systems offered by Philips and IMIX, a Finnish
manufacturer. In addition, there are several direct digital X-ray systems
available for dental purposes. None of these systems is able to perform bone
examinations on extremities. The Company's AddOn-Multi-System is the only multi-
functional direct digital X-ray system currently available which allows all
plane X-ray examinations on the recumbent, upright and sitting patient without
the use of cassettes, films, chemicals or phosphor plates. A number of
companies, including certain of the Company's competitors in the markets for
conventional X-ray equipment, are currently developing direct digital X-ray
detectors or direct digital X-ray systems for specific applications (including
mammography). To the Company's knowledge there is no competing multi-functional
X-ray system currently being developed. See "-- Products," "-- Markets," "Risk
Factors -- Competition."
SERVICE MARKET
In the markets for services related to imaging equipment the Company's
competitors are equipment manufacturers (including certain of the Company's
competitors in the X-ray equipment market) and independent service
organizations. In the service markets, it is the Company's strategy to build a
market position based on the confidence of its customers in the quality of its
products and service personnel. See "-- Products," "-- Markets," "Risk Factors
- -- Competition."
INTELLECTUAL PROPERTY
The Company has obtained patent protection for certain aspects of its
conventional X-ray technology. The Company has filed patent applications
covering certain aspects of its direct digital technology in key markets in
Europe, North-America and Asia, including the United States, Canada, Switzerland
and Germany. There can be no assurance, however, as to the breadth or degree of
protection which such patents may afford the Company, that any patent
applications will result in issued patents or that patents will not be
circumvented or invalidated. Although the Company believes that its products do
not infringe patents or violate proprietary rights of others, it is possible
that infringement of proprietary rights of others has occurred or may occur. In
the event the Company's products infringe patents or proprietary rights of
others, the Company may be required to modify the design of its products or
obtain a license. There can be no assurance that the Company will be able to do
so in a timely manner, upon acceptable terms and conditions or at all. The
failure to do any of the foregoing could have a material adverse effect upon the
Company. In addition, there can be no assurance that the Company will have the
financial or other resources necessary to enforce or defend a patent
infringement action and the Company could, under certain circumstances, become
liable for damages, which also could have a material adverse effect on the
Company.
The Company also relies on proprietary know-how and employs various
methods to protect its concepts, ideas and technology. However, such methods may
not afford complete protection and there can be no assurance that others will
not independently develop such technology or obtain access to the Company's
proprietary know-how or ideas. Furthermore, although the Company has generally
entered into confidentiality agreements with its employees, suppliers and
developers, there can be no assurance that such arrangements will adequately
protect the Company. The Company has obtained licenses to use certain technology
which is essential for certain of the Company's products, including certain
software used for its line of SwissVision(TM) postprocessing systems. The
software license is a worldwide, non-exclusive, non-transferable license for a
term of two years to use and distribute the Agfa software in combination with
the Add-On Bucky.
The Company considers the Swissray name as material to its business and
has obtained, or is in the process of obtaining, trademark protection in key
markets. The Company is not aware of any claims or infringement or other
challenges to the Company's rights to use this or any other trademarks used by
the Company. See "Risk Factors -- Dependence on Patents and Proprietary
Technology."
-30-
<PAGE> 35
REGULATORY MATTERS
The Company's X-ray equipment, components and related accessories are
subject to regulation by national or regional authorities in the markets in
which the Company operates. Pursuant to the Federal Food, Drug and Cosmetic Act,
X-ray equipment is a class II medical device which may not be marketed in the
United States without prior approval from the FDA.
The FDA review process typically requires extended proceedings
pertaining to the safety and efficacy of new products. A 510(k) application is
required in order to market a new or modified medical device. If specifically
required by the FDA, a pre-market approval ("PMA")may be necessary. Such
proceedings, which must be completed prior to marketing a new medical device,
are potentially expensive and time consuming. They may delay or hinder a
product's timely entry into the marketplace. Moreover, there can be no assurance
that the review or approval process for these products by the FDA or any other
applicable governmental authorities will occur in a timely fashion, if at all,
or that additional regulations will not be adopted or current regulations
amended in such a manner as will adversely affect the Company. Moreover, such
pre-marketing clearance, if obtained, may be subject to conditions on the
marketing or manufacturing of the AddOn-Multi-System which could impede the
Company's ability to manufacture and/or market the product. The Company
submitted both its AddOn-Bucky(TM) and the AddOn-Multi-System for Section 510(k)
clearance with the FDA. The Company expects that the necessary authorization to
market the AddOn-Multi-System in the United States should be forthcoming.
However, no assurance can be given as to when or if at all such authorization
will be obtained. The FDA also regulates the content of advertising and
marketing materials relating to medical devices. There can be no assurance that
the Company's advertising and marketing materials regarding its products are and
will be in compliance with such regulations.
The Company is also subject to other federal, state, local and foreign
laws, regulations and recommendations relating to safe working conditions,
laboratory and manufacturing practices. The electrical components of the
Company's products are subject to electrical safety standards in many
jurisdictions, including Switzerland, EU, Germany and the United States. The
Company believes that it is in compliance in all material respects with
applicable regulations. Failure to comply with applicable regulatory
requirements can result in, among other things, fines, suspensions of approvals,
seizures or recalls of products, operating restrictions and criminal
prosecutions. The effect of government regulation may be to delay for a
considerable period of time or to prevent the marketing and full
commercialization of future products or services that the Company may develop
and/or to impose costly requirements on the Company. There can also be no
assurance that additional regulations will not be adopted or current regulations
amended in such a manner as will materially adversely affect the Company. See
"Risk Factors -- Risks Associated With International Operations," "-- Government
Regulations," "Business -- Markets" and "-- Regulatory Matters."
ENVIRONMENTAL MATTERS
The Company is subject to various environmental laws and regulations in
the jurisdictions in which it operates, including those relating to air
emissions, wastewater discharges, the handling and disposal of solid and
hazardous wastes and the remediation of contamination associated with the use
and disposal of hazardous substances. The Company owns or leases properties and
manufacturing facilities in Switzerland, the United States and Germany. The
Company, like its competitors, has incurred, and will continue to incur, capital
and operating expenditures and other costs in complying with such laws and
regulations in both the United States and abroad. As a result of the operation
of the Company's business, the Company may have potential liability with respect
to the remediation of past contamination in certain of its presently and
formerly owned or leased facilities in both the United States and abroad. In
addition, certain of the Company's facilities may have used substances or
generated and disposed of wastes which are or may be considered hazardous. It is
possible that such sites, as well as disposal sites owned by third parties to
which the Company has sent wastes, may in the future be identified and become
the subject of remediation. Accordingly, although the Company believes that it
is in substantial compliance with applicable environmental requirements and the
Company to date has not incurred material expenditures in
-31-
<PAGE> 36
connection with environmental matters, it is possible that the Company could
become subject to additional environmental liabilities in the future that could
result in an adverse effect on the Company's financial condition or results of
operations. See "Risk Factors -- Environmental Matters."
EMPLOYEES
As of June 30, 1997, the Company had approximately 110 employees. Of
these 53 were employed in Switzerland, 47 in the United States and 10 in
European countries other than Switzerland. The Company believes that its
relationship with employees is satisfactory. The Company has not suffered any
significant labor problems during the last five years.
DESCRIPTION OF PROPERTY
The Company leases approximately 13,000 square feet of office and
showroom space in Hitzkirch, Switzerland. On April 12, 1997, the production
facility rented by the Company in Hochdorf, Switzerland was affected by a fire
in an adjacent facility. On May 15, 1997, the Company purchased a new office and
production facility of approximately 43,000 square feet and moved its entire
production to this facility. The Company plans to move the offices and other
facilities located in its Hitzkirch facility to the new Hochdorf facility during
the third quarter of the fiscal year ending June 30, 1998. The Company believes
that its new Hochdorf facility provides it with sufficient production and office
space to meet its demand in Switzerland in the foreseeable future.
The Company also leases approximately 9,000 square feet of office and
warehouse space in Glen Cove, New York. In addition, the Company leases office
space in New York City, Azusa, California, Gig Harbor, Washington and Wiesbaden,
Germany.
LEGAL PROCEEDINGS
On or about July 7, 1995, the Company commenced litigation against a
former officer and director of a corporate predecessor alleging certain
improprieties on the part of such officer and seeking monetary compensation as a
result thereof. Such defendant responded (in September 1995) by filing certain
affirmative defenses and counterclaims against the Company and others and
subsequently brought (together with certain of his family members) an action
against the Company in the same court which action raised issues and claims
substantially similar to those raised in the aforesaid counterclaims. The two
actions were assigned to the same judge and the Company moved successfully to
dismiss both the counterclaims and the second action. Leave to replead both
claims was granted and amended counterclaims and an amended complaint were
served and filed and the Company again successfully moved to dismiss both
pleadings. Following the most recent dismissal, counsel for the Company and the
aforesaid former officer entered into settlement discussions. Both the Company
and defendant have agreed to dismiss all claims and counter claims against each
other, and are awaiting for formal written releases to be filed with the court.
See Note 24 to the Consolidated Financial Statements June 30, 1995 and December
31, 1994 and 1993.
On or about October 15, 1997, the Registrant and Swissray Healthcare,
Inc. were served with a complaint by a company engaged in the business of
providing services related to imaging equipment alleging benefit from breach of
fiduciary and contractual duties and misappropriation of trade secrets by
certain former employees of such competitor. Such company also obtained a
preliminary injunction and a temporary restraining order against the Registrant
and Swissray Healthcare, Inc. The Company denies the allegations, intends to
vigorously defend the litigation, and believes the ultimate outcome thereof will
not have a material adverse effect upon the Company's results of operations or
financial position. In view of the fact that the Company has only recently been
served with the complaint, and only preliminary investigation and no discovery
have been conducted, the Company is not in a position to evaluate the merits of
the lawsuit.
-32-
<PAGE> 37
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is certain information concerning each director and
executive officer of the Registrant, including age, position(s) with the
Registrant, present principal occupation and business experience during the past
five years.
<TABLE>
<CAPTION>
Name Age Position(s) Held
---- --- ----------------
<S> <C> <C>
Ruedi G. Laupper 47 Chairman of the Board of Directors,
President and Chief Executive Officer,
Josef Laupper 52 Secretary, Treasurer and a Director
Ueli Laupper 27 Vice President International Sales and Director
Dr. Erwin Zimmerli 50 Director
Herbert Laubscher 31 Chief Financial Officer
</TABLE>
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and have qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and have qualified.
Ruedi G. Laupper has been President and a director of the Registrant
since May, 1995 and Chairman of the Board of Directors since March 1997. In
addition, he is Chairman of the Board of Directors and President of the
Company's principal operating subsidiaries. Ruedi G. Laupper is the founder of
the predecessors of the Company and was Chief Executive Officer of SR-Medical AG
until May 1995. He has approximately 22 years of experience in the field of
radiology.
Josef Laupper is the brother of Ruedi G. Laupper and the uncle of Ueli
Laupper and has been Secretary, Treasurer and a director of the Registrant since
May, 1995. He has held comparable positions with SR-Medical AG, Teleray AG and
their respective predecessors since 1990. He is principally in charge of the
Company's administration. Josef Laupper has approximately 18 years of experience
within the medical device business.
Ueli Laupper, 27 years of age, is the son of the Company's President
and the nephew of Josef Laupper. Ueli Laupper has overall Company
responsibilities in the area of international marketing and sales with
approximately seven years of experience within the international X-ray market.
He has been Vice President of International Sales since March, 1997 and a
director of the Company since March, 1997. He was Chief Executive Officer of SR
Medical AG from July 1995 until June 30, 1997.
Erwin Zimmerli has been a director of the Company since May, 1995.
Since receiving his Ph.D. degree in law and economics from the University of St.
Gall, Switzerland in 1979, Zimmerli has served as head of the White Collar Crime
Department of the Zurich State Police (1980-86), an expert of a Swiss
Parliamentary Commission for penal law and Lecturer at the Universities of St.
Gall and Zurich (1980-87), Vice President of an accounting firm (1987-1990) and
Executive Vice President of a multinational aviation company (1990-92). Since
1992 he has been actively engaged in various independent consulting capacities
primarily within the Swiss legal community.
Herbert Laubscher joined the Company as a manager responsible for
finance and controlling on August 2, 1996. He was appointed Chief Financial
Officer of the Registrant on September 15, 1997. Herbert Laubscher obtained his
graduate degree in business administration from the University of St. Gall,
Switzerland in October
-33-
<PAGE> 38
1992. From October 1992 until June 1995 he was an accountant with Price
Waterhouse in Zurich. Prior to joining the Company he served as group financial
officer of AZ Zibatra Holding GmbH in Leipzig, Germany.
THE BOARD OF DIRECTORS
The Board of Directors has responsibility for establishing broad
corporate policies and for overseeing the performance of the Registrant. Members
of the Board of Directors are kept informed of the Registrant's business by
various reports and documents sent to them in anticipation of Board meetings as
well as by operating and financial reports presented at Board meetings. The
Registrant pays its directors fees or compensation for services rendered in
their capacity as directors. The current Board of Directors was elected and
assumed office as of March 7, 1997.
The Board does not have a nominating committee, but acts, as a whole,
in performing the functions of such a committee.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
(A) The following Summary Compensation Table sets forth certain information for
the years ended June 30, 1995, 1996 and 1997 concerning the cash and non-cash
compensation earned by or awarded to the Chief Executive Officer of the
Registrant, the three other most highly compensated executive officers of the
Registrant as of 1997 and the former Chairman of the Board of Directors:
-34-
<PAGE> 39
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------- ------------------------
FISCAL OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
--------------------------- ---- ------ ----- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ruedi G. Laupper 1997 $146,983 -- $15,000(2) -- --
President and Chief Executive Officer 1996 $161,085 -- $15,000(2) -- --
Chairman of the Board of Directors 1995 $ 50,555(1) -- -- -- --
Josef Laupper 1997 $ 96,861 -- $12,000(2) -- --
Secretary, Treasurer 1996 $106,229 -- $12,000(2) -- --
1995 $ 50,555(1) -- -- -- --
Ueli Laupper 1997 -- -- -- -- --
Vice President International Sales(3) 1996 -- -- -- -- --
1995 -- -- -- -- --
Herbert Laubscher 1997 -- -- -- -- --
Chief Financial Officer(3)(4) 1996 -- -- -- -- --
1995 -- -- -- -- --
Ulrich Ernst(5) 1997 $ 96,979 -- $10,000(2) -- --
1996 $ 98,197 -- $15,000(2) -- --
1995 -- -- -- -- --
</TABLE>
- ----------------
(1) In 1995, the Registrant changed its fiscal year end from December 31 to
June 30. As a result, the Registrant had a fiscal year beginning on
January 1, 1995 and ending on June 30, 1995. Accordingly, the salaries
listed for fiscal year 1995 were for a six-month period.
(2) Fees for service on the Board of Directors of the Registrant.
(3) Compensation did not exceed $100,000 in any fiscal year.
(4) Herbert Laubscher joined the Registrant on August 2, 1996.
(5) Ulrich Ernst was Chairman of the Board of Directors from May, 1995
until March 18, 1997.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following tables set forth certain information concerning the grant
of options to purchase shares of the Common Stock to each of the executive
officers of the Registrant, as well as certain information concerning the
exercise and value of such stock options for each of such individuals. Options
generally become exercisable upon issuance and expire no later than ten years
from the date of grant.
<TABLE>
<CAPTION>
STOCK OPTIONS GRANTED IN 1997(1)
PERCENT OF
TOTAL POTENTIAL REALIZATION VALUE AT
NUMBER OF OPTIONS ASSUMED ANNUAL RATES OF STOCK
SECURITIES GRANTED TO MARKET APPRECIATION FOR OPTION TERM
UNDERLYING EMPLOYEES EXERCISE OR PRICE ON
OPTIONS IN FISCAL BASE PRICE DATE OF EXPIRATION
NAME GRANTED YEAR PER SHARE GRANT(4) DATE 5% 10% 0%
---- ------- ---- --------- -------- ---- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ruedi G. Laupper 120,000(2) 30.4% $0.73(3) $2.94 6/13/02 282,840 300,480 265,200
Josef Laupper(5) -- -- -- -- -- -- -- --
Ueli Laupper(5) -- -- -- -- -- -- -- --
Herbert Laubscher(5) -- -- -- -- -- -- -- --
Ulrich Ernst(5)(6) -- -- -- -- -- -- -- --
</TABLE>
-35-
<PAGE> 40
- -----------------
(1) The options to purchase the Registrant's Common Stock were granted
under the Swissray International, Inc. 1996 Non-Statutory Stock Option
Plan.
(2) These options were owned indirectly through SR Medical Equipment Ltd.,
a corporation wholly owned by Mr. Laupper. They were immediately
exercisable on the date of grant.
(3) The exercise price per share is contingent on purchase of the entire
amount of Securities.
(4) The market price on date of grant was based on the average of the
high and low reported prices on the Nasdaq SmallCap Market on
June 13, 1997.
(5) These individuals own no stock options of the Registrant.
(6) Mr. Ernst was Chairman of the Board of Directors from May, 1995
until March 18, 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES(1)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL YEAR-END AT FISCAL YEAR-
NAME (#) END($)
(A) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------------------------- -------------------------------- -------------------------------
<S> <C> <C>
CEO Ruedi G. Laupper 120,000/0(2) $1.79/0
Josef Laupper(3) 0/0 0/0
Ueli Laupper(3) 0/0 0/0
Herbert Laubscher(3) 0/0 0/0
Ulrich Ernest(3)(4) 0/0 0/0
</TABLE>
- ----------------
(1) No options were exercised by a Named Executive Officer during the
fiscal year ended June 30, 1997.
(2) Includes 120,000 options which are owned indirectly by Mr. Laupper
through SR Medical Equipment Ltd., a corporation which is wholly owned
by Mr. Laupper.
(3) These individuals own no stock options of the Registrant.
(4) Mr. Ernst was Chairman of the Board of Directors from May 1995 until
March 18, 1997.
STOCK OPTION PLAN
On January 30, 1996, the Board of Directors and the Company's
stockholders approved the Registrant's 1996 Non-Statutory Stock Option Plan (the
"Plan"). The purpose of the Plan is to provide directors, officers and employees
of, and consultants, lawyers and advisors to the Registrant with additional
incentives by increasing their ownership interests in the Registrant. Directors,
officers and employees of the Registrant are eligible to participate in the
Plan. Awards may also be granted to consultants, lawyers and advisors to the
Registrant. Awards of options to purchase Common Stock are limited to
non-qualified stock options.
The Plan provides that the maximum number of shares of Common Stock
that may be subject to outstanding options granted under the Plan is 3,000,000.
All options granted under the Plan are subject to, and may not be
exercised before, the approval of the Plan by the holders of a majority of the
Registrant's outstanding shares and if such approval is not obtained, all
options previously granted shall be void.
The Board of Directors has not established a Compensation Committee.
Until such time as the Committee is duly constituted, the Board itself shall
have and fulfill the duties of such Committee. The Board of Directors has the
discretion to determine the terms of any option grant, including the number of
option shares, option price, term, vesting schedule and the post-termination
exercise period. Notwithstanding this discretion: (i) the option price per share
of Common Stock may not be less than 20% of the fair market value of such share
at the time of grant; (ii) the term of any option may not exceed 10 years; (iii)
the exercise period of a grantee's options will automatically terminate upon
termination of a grantee's employment for cause; and (iv) the exercise period of
a grantee's options will automatically terminate at the expiration of twelve
(12) months from the date of termination of the optionee's employment with the
Company for any reason other than death, without cause; provided, that if the
optionee dies
-36-
<PAGE> 41
within such twelve-month period, termination will be at the expiration of
fifteen (15) months after the date of death of the optionee. In addition, all
outstanding options may be canceled by the Registrant as of the effective date
of a reorganization, merger, consolidation, plan of exchange, or any dissolution
or liquidation of the Registrant, by giving notice to each optionee or his
personal representative of its intention to do so and by permitting the purchase
of all the shares subject to such outstanding options for a period of not less
than thirty (30) days during the sixty (60) days next preceding such effective
date.
The Plan shall expire in January, 2006, except as to the options then
outstanding, which shall remain in effect until they have expired or been
exercised. The Plan may be amended by the Board of Directors without the consent
of the stockholders of the Registrant, except that no amendment or alteration
shall be made without the approval of shareholders which would: (i) impair the
rights of any participant under any option theretofore granted, without his
consent (unless made solely to conform such option to, and necessary because of,
changes in any rule or regulation of the Securities and Exchange Commission
required to exempt this Plan or any options granted thereunder from the
operation of Section 16(b) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), or in any other respect not inconsistent with Section 16(b) of
the Exchange Act); or (ii) increase the total number of shares reserved for the
purposes of this Plan or decrease the option price provided for in the Plan
(except as provided in the Plan) or change the classes of persons eligible to
participate in this Plan as provided in the Plan); or (iii) extend the option
period provided for in the Plan; or (iv) materially increase the benefits
accruing to participants under this Plan; or (v) materially modify the
requirements as to eligibility for participation in this Plan; or (vi) extend
the expiration date of this Plan as set forth in the Plan.
The Registrant currently has outstanding non-statutory stock options to
purchase an aggregate of 1,644,000 shares of Common Stock. See "Management --
Compensation of Directors and Executive Officers" and Note 26 to the
Consolidated Financial Statements June 30, 1997 and 1996.
RETIREMENT AND LONG-TERM INCENTIVE PLANS
The Swiss and Germany Subsidiaries, mandated by government regulations,
are required to contribute approximately five (5%) percent of eligible, as
defined, employees' salaries into a government pension plan. The subsidiaries
also contribute approximately five (5%) percent of eligible employee salaries
into a private pension plan. Total contributions charged to operations for the
years ended June 30, 1997 and 1996, were $274,009 and $198,722, respectively.
Effective March 1, 1992, Empower adopted a qualified 401(k) retirement
plan for the benefit of substantially all its employees. Under the plan,
employees can contribute and defer taxes on compensation contributed. Empower
matches, within prescribed limits, the contributions of the employees. Empower
also has the option to make an additional contribution to the plan. Empower's
contribution to the plan for the period April 1, 1997 (date of the Registrant's
acquisition of Empower) to June 30, 1997 was $4,185.
Effective April 3, 1992, Empower adopted a "Section 125" employee
benefits plan, which is also referred to as a "Cafeteria" plan. Empower pays for
approximately 85% of the employees' health coverage and the employee pays
approximately 15% of the cost of the coverage. With the implementation of the
Cafeteria plan, the employees' payments for coverage are on a pre-tax basis. A
new employee has only a ninety (90) day waiting period before he or she becomes
eligible to participate in the group insurance plan and the Cafeteria plan. See
Note 21 to the Consolidated Financial Statements June 30, 1997 and 1996.
-37-
<PAGE> 42
DIRECTOR COMPENSATION
Directors of the Registrant receive $10,000 annually for serving as
directors except for Josef Laupper, who receives $12,000 and Ruedi Laupper, the
Chairman of the Board of Directors, who receives $15,000.
CONSULTING AGREEMENT
Pursuant to a month to month consulting arrangement with the
Registrant, dated July 30, 1997, Dr. Zimmerli currently is paid fees of
$1,380.00 per business day and is required to work four days per month
implementing an administrative structure which will allow the Registrant to
operate in Switzerland and the United States. Such fees are in addition to any
compensation payable to Dr. Zimmerli for his services as a director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Registrant had no Compensation Committee during regular the last
completed fiscal year. All members of the Registrant's Board of Directors
participated in deliberations of the Registrant's Board of Directors concerning
executive officer compensation and the following directors were concurrently
officers of the Registrant in the following capacities: Ruedi G. Laupper
(Chairman of the Board of Directors, President and Chief Executive Officer);
Josef Laupper (Secretary and Treasurer), Ueli Laupper (Vice President
International Sales) and Ulrich Ernst (Chairman of the Board of Directors until
March 18, 1997). No executive officer of the Registrant served as a member of
the board of directors or compensation committee of any entity which has one or
more executive officers who serve on the Registrant's Board of Directors.
The Registrant issued 482,590 shares of Common Stock to a company
controlled by Ruedi G. Laupper pursuant to an agreement between Mr. Laupper and
the Registrant, dated as of June 30, 1997, in consideration of Mr. Laupper's
agreement to the temporary cancellation of 1,608,633 shares of Common Stock held
by Mr. Laupper or companies controlled by him to enable the Company to maintain
a sufficient number of shares of Common Stock to meet certain obligations of the
Company to issue Common Stock and to permit certain financings prior to the
increase of the number of authorized shares of Common Stock from 15,000,000 to
30,000,000.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of June 30, 1997 (except where otherwise noted)
with respect to (a) each person known by the Registrant to be the beneficial
owner of more than five percent of the outstanding shares of Common Stock, (b)
each director of the Registrant, (c) the Registrant's executive officers and (d)
all officers and directors of the Registrant as a group (except as indicated in
the footnotes to the table, all of such shares of Common Stock are owned with
sole voting and investment power):
-38-
<PAGE> 43
<TABLE>
<CAPTION>
NO. OF SHARES
BENEFICIALLY PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER(1) OWNED BENEFICIALLY OWNED
- ----------------------------------------- ------------- --------------------
<S> <C> <C>
Ruedi G. Laupper (2) 4,102,590 18.2%
Josef Laupper (3) 500,000 *
Ulrich R. Ernst(4)(5) 500,000 *
Erwin Zimmerli (6) 50,000 *
Ueli Laupper 0 --
Herbert Laubscher 0 --
----------
All Officers and Directors as a Group (6 persons) 5,152,590 22.8
</TABLE>
- ------------------
* Represents less than 10%.
(1) The address of each such person is c/o Swissray International Inc., 200
East 32nd Street, Suite 34-B, New York, NY 10016
(2) Includes (i) 300,000 shares owned indirectly by Mr. Laupper through SR
Medical Equipment Ltd., a corporation which is wholly owned by Mr.
Laupper; (ii) 3,682,590 shares owned indirectly by Mr. Laupper through
Tomlinson Holding, Inc., a corporation which is wholly owned by Mr.
Laupper and (iii) 120,000 shares which may be acquired upon exercise of
immediately exercisable options, which options are owned indirectly by
Mr. Laupper through SR Medical Equipment Ltd., a corporation which is
wholly owned by Mr. Laupper.
(3) Includes 500,000 shares owned indirectly by Mr. Laupper through Lairy
Investment Inc., a corporation of which Mr. Laupper is a majority
shareholder.
(4) Includes 500,000 shares owned indirectly by Mr. Ernst through a
corporation of which Mr. Ernst is a majority shareholder.
(5) Mr. Ernst was Chairman of the Board of Directors from May 1995 until
March 18, 1997.
(6) Includes 50,000 shares which may be acquired upon exercise of
immediately exercisable options.
CERTAIN TRANSACTIONS
The Registrant issued 482,590 shares of Common Stock to a company
controlled by Ruedi G. Laupper pursuant to an agreement between Mr. Laupper and
the Registrant, dated as of June 30, 1997, in consideration of Mr. Laupper's
agreement to the temporary cancellation of 1,608,633 shares of Common Stock held
by Mr. Laupper or companies controlled by him to enable the Company to maintain
a sufficient number of shares of Common Stock to meet certain obligations of the
Company to issue Common Stock and to permit certain financings prior to the
increase of the number of authorized shares of Common Stock from 15,000,000 to
30,000,000.
The Company made unsecured advances to its former Chairman of the Board
of Directors (a principal stockholder) during the fiscal year ended June 30,
1997 requiring interest at 6% per annum. The balance at June 30, 1997 was
$69,587. Interest charged to the stockholder for the fiscal year ended June 30,
1997 was $3,460. See Note 9 to the Consolidated Financial Statements June 30,
1997 and 1996.
SELLING HOLDERS AND PLAN OF DISTRIBUTION
The Securities offered hereby may be sold from time to time to
purchasers directly by the Selling Holders (which term includes their
transferees, pledgees, donees or their successors). Any such transferee,
pledgee, donee or their successors may not offer the Securities pursuant to this
Prospectus until such holder is included as a Selling Holder in a supplement to
this Prospectus. The Securities underlie the Convertible Debentures which were
originally issued by the Registrant to the Selling Holders. The Registrant has
agreed to register the public offering of the Securities by the Selling Holders
under the Securities Act. The Registrant will not receive any of the proceeds
from the sale of the shares by the Selling Holders.
-39-
<PAGE> 44
COMMON STOCK
The following table sets forth as of October 17, 1997, certain
information with respect to the Selling Holders, including the number of shares
that may be offered by them, which represents all the Securities beneficially
owned by each Selling Holder. The number of shares which may actually be sold by
the Selling Holders will be determined from time to time by them and will depend
upon a number of factors, including the price of the Registrant's Common Stock
from time to time. Because the Selling Holders may offer all or none of the
Securities that they hold and because the offering contemplated by the
Prospectus is not being underwritten, no estimate can be given as to the number
of Securities that will be held by the Selling Holders upon termination of such
offering. None of the Selling Holders have had any material relationship with
the Registrant. See "Plan of Distribution."
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK
OWNED AND OFFERED BY SELLING HOLDERS ------------------
NAME OF SELLING HOLDER SHARES % OF CLASS
---------------------- ------ ----------
<S> <C> <C>
Deere Park Capital Management, Inc.
as Nominee 347,826 1.54%
Elara, Ltd. 347,826 1.54%
Banque Franck S.A. 208,696 0.93%
Otato Limited Partnership 173,913 0.77%
Cefeo Investments Ltd. 695,652 3.09%
Thomson Kernaghan & Co. Ltd. 1,704,347 7.58%
</TABLE>
- --------------
(1) Assumes in the case of Selling Holders conversion of the Convertible
Debentures based on the last reported sales price on
October 17, 1997.
The Selling Holders of the Securities identified above may have sold,
transferred or otherwise disposed of, in transactions exempt from the
registration requirements of the Securities Act, all or a portion of the
Convertible Debentures since the date on which the information in the preceding
tables is presented. Information concerning the Selling Holders may change from
time to time and any such changed information will be set forth in supplements
to this Prospectus if and when necessary.
The sale of the Securities by the Selling Holders may be effected from
time to time in transactions on the Nasdaq SmallCap Market System, in the
over-the-counter market, in negotiated transactions, or through a combination of
such methods of sale (a) at fixed prices, which may be changed, (b) at market
prices prevailing at the time of sale, (c) at prices related to such prevailing
market prices or (d) at negotiated prices. The Selling Holders may effect such
transactions by selling the Securities directly to purchasers or to or through
broker-dealers. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Holders and/or the
purchasers of the Securities for whom such broker-dealers may act as agents or
to whom they sell as principals, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions). The Selling Holders
and any broker-dealers who act in connection with the sale of the Securities
hereunder may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act, and any commissions received by them and profit on any
resale of the Securities as principals might be deemed to be underwriting
discounts and commissions under the Securities Act.
At the time a particular offering of the Securities is made, a
Prospectus Supplement, if required, will be distributed, which will set forth
the aggregate amount and type of Securities being offered and the terms of the
-40-
<PAGE> 45
offering, including the name or names of any underwriters, broker/dealers or
agents, any discounts, commissions and other terms constituting compensation
from the Selling Holders and any discounts, commissions or concessions allowed
or reallowed or paid to broker/dealers.
To comply with the securities laws of certain jurisdictions, if
applicable, the Securities will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the Securities may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from
registration or qualification is available and is complied with. The Registrant
has not taken any action to register or qualify the Securities for offer and
sale under the securities or "blue sky" laws of any state of the United States.
However, pursuant to the Registration Rights Agreements among the Registrant and
the Selling Holders (the "Registration Rights Agreements"), the Registrant will
(i) register and qualify the Securities covered by the Registration Statement
under such other securities or blue sky laws of such jurisdictions as the
investors who hold a majority in interest of the Securities being offered
reasonably request and in which significant volumes of shares of Common Stock
are traded, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times until the earliest (the "Registration Period") of (A) the date that is two
years after the Closing Date, (B) the date when the Selling Holders may sell all
Securities under Rule 144 or (C) the date the Selling Holders no longer own any
of the Securities, (iii) take such other actions as may be necessary to maintain
such registrations and qualification in effect at all times during the
Registration Period and (iv) take all other actions reasonably necessary or
advisable to qualify the Securities for sale in such jurisdictions; provided,
however, that the Registrant shall not be required in connection therewith or as
a condition thereto to (A) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify, (B) subject itself to general
taxation in any such jurisdiction, (C) file a general consent to service of
process in any such jurisdiction, (D) provide any undertakings that cause more
than nominal expense or burden to the Company or (E) make any change in its
articles of incorporation or by-laws or any then existing contracts, which in
each case the Board of Directors of the Registrant determines to be contrary to
the best interests of the Registrant and its stockholders. Unless and until such
times as offers and sales of the Securities by Selling Holders are registered or
qualified under applicable state securities or "blue sky" laws, or are otherwise
entitled to an exemption therefrom, initial resales by Selling Holders will be
materially restricted. Selling Holders are advised to consult with their
respective legal counsel prior to offering or selling any of their Securities.
The Selling Holders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the Securities by the Selling
Holders. The foregoing may affect the marketability of the Securities.
Pursuant to the Registration Rights Agreements between the Registrant
and each of the Selling Holders all expenses of the registration of the
Securities will be paid by the Registrant, including, without limitation,
Commission filing fees and expenses of compliance with state securities or "blue
sky" laws; provided, however, that the Selling Holders will pay all underwriting
discounts and selling commissions, if any. The Selling Holders will be
indemnified by the Registrant against certain civil liabilities, including
certain liabilities under the Securities Act or will be entitled to contribution
in connection therewith.
DESCRIPTION OF CAPITAL STOCK
The following statements do not purport to be complete and are
qualified in their entirety by reference to the detailed provisions of the
Registrant's Certificate of Incorporation, as amended and By-Laws, copies of
which are incorporated by reference as exhibits to this Registration Statement.
COMMON STOCK
The Registrant is authorized to issue up to 30,000,000 shares of
Common Stock, par value $.01 per share, of which 22,486,263 shares were issued
and outstanding at the close of business on October 9, 1997 (as indicated on its
transfer agent's certified list of stockholders as of October 9, 1997) and the
following shares are reserved for issuance:
-41-
<PAGE> 46
(i) an aggregate of up to 1,575,557 shares of Common Stock are reserved for
issuance upon the conversion of certain convertible debentures issued by the
Registrant on July 31, 1997; (ii) 1,644,000 shares of Common Stock which may be
issued upon the exercise of outstanding options under the Registrant's 1996
Non-Statutory Stock Option Plan (the "Plan"); (iii) 35,000 shares of Common
Stock reserved for issuance upon the exercise of options available for future
grant under the Plan; and (iv) an aggregate of up to 800,000 shares of Common
Stock reserved for issuance upon the conversion of certain convertible
debentures issued by the Company on April 21, 1997.
All of the issued and outstanding shares of Common Stock are fully
paid and non-assessable. The holders of Common Stock are entitled to one vote
per share for the election of directors and with respect to all other matters
submitted to a vote of stockholders. Shares of Common Stock do not have
cumulative voting rights, which means that the holders of more than 50% of such
shares voting for the election of directors can elect 100% of the directors if
they choose to do so and, in such event, the holders of the remaining shares so
voting will not be able to elect any directors. There is no classification of
the Board of Directors. The payment by the Registrant of dividends, if any, in
the future rests within the discretion of its Board of Directors and will
depend, among other things, upon the Registrant's earnings, its capital
requirements and its financial condition, as well as other relevant factors. The
Registrant has not paid or declared any dividends upon its Common Stock since
its inception and, by reason of its present financial status and its
contemplated financial requirements, does not contemplate or anticipate paying
any dividends upon its Common Stock in the foreseeable future. The holders of
the Common Stock have no preemptive or conversion rights, and there are no
redemption or sinking fund rights with respect to the Common Stock. See "Market
Prices and Dividend Policy."
REGISTRATION RIGHTS
THE CONVERTIBLE DEBENTURES
The Registrant issued $5,000,000 aggregate principal amount of
Convertible Debentures on August 19, 1997. Fifty percent of the face amount of
the Convertible Debentures are convertible into shares of Common Stock of the
Registrant at any time after November 3, 1997 and the remaining fifty percent of
the face amount of the Convertible Debentures are convertible into shares of
Common Stock of the Registrant after December 3, 1997, in each case at a
conversion price equal to 80% of the average closing bid price for the five
trading days preceding the date of conversion. Any Convertible Debentures not so
converted are subject to mandatory conversion by the Registrant on the 36th
monthly anniversary of the date of issuance of the Convertible Debentures.
If at any time the number of shares of Common Stock into which the
Convertible Debentures may be converted exceeds the aggregate number of shares
of Common Stock then registered, the Registrant shall, within ten (10) business
days after receipt of written notice from any investor, either (i) amend the
registration statement filed by the Registrant pursuant to the preceding
sentence, if such registration statement has not been declared effective by the
SEC at that time, to register all shares of Common Stock into which the
Debenture may be converted, or (ii) if such registration statement has been
declared effective by the SEC at that time, file with the SEC an additional
registration statement to register the shares of Common Stock into which the
Convertible Debentures may be converted that exceed the aggregate number of
shares of Common Stock already registered. The determination as to the number of
shares to be issued was a result of negotiations between the Registrant and the
Selling Holders.
Pursuant to the Registration Rights Agreements between the Registrant
and the Selling Holders, providing that the Registrant shall register no less
than 5,000,000 shares of Common Stock on a registration statement, the
Registrant has filed with the Commission a Registration Statement on Form S-1
(the "Registration Statement"), of which this prospectus is a part, to cover the
sale of the Common Stock issuable to the Selling Holders upon conversion of
previously-issued Notes. The Registration Rights Agreements provide that the
Registrant shall keep the Registration Statement effective at all times until
the earliest (the "Registration Period") of (i) the date that is two years after
the Closing Date, (ii) the date when the Investors may sell all Securities under
Rule 144 or (iii) the
-42-
<PAGE> 47
date the Investors no longer own any of the Securities. See "Risk Factors - No
Registration under "Blue Sky" Laws."
If the registration statement covering the Securities required to be
filed by the Registrant pursuant to the Registration Rights Agreements is not
declared effective by November 15, 1997 (the "Initial Date"), the Registrant
will make payments to the Selling Holders in such amounts and at such times as
shall be determined pursuant to the Registration Rights Agreements. The amount
to be paid by the Registrant to the Selling Holders shall be determined as of
each Computation Date, and such amount shall be equal to two (2%) percent of the
purchase price paid by the Selling Holders for the Convertible Debentures
pursuant to the Registration Rights Agreements for the period from the Initial
Date to the first Computation Date, and two (2%) percent of the purchase price
for each Computation Date thereafter, to the date the Registration Statement is
declared effective by the SEC (the "Periodic Amount"). The full Periodic Amount
shall be paid by the Registrant in immediately available funds within five
business days after each Computation Date. Notwithstanding the foregoing, the
amounts payable by the Registrant pursuant to the Registration Rights Agreements
shall not be payable to the extent any delay in the effectiveness of the
Registration Statement occurs because of an act of, or a failure to act or to
act timely by the Selling Holders or their respective counsel.
"Computation Date" means the date which is the earlier of (i) 35 days
after the Registrant is notified by the Securities and Exchange Commission (the
"Commission") that the Registration Statement may be declared effective or (ii)
one hundred twenty (120) days after the Closing Date and, if the Registration
Statement required to be filed by the Registrant pursuant to the Registration
Rights Agreements has not therefore been declared effective by the
Commission, each date which is thirty (30) days after the previous
Computation Date until such Registration Statement is so declared effective.
The number of shares of Common Stock issuable upon conversion of the
Convertible Debentures depends on several factors, including the conversion
ratio and the date on which such shares are converted. If all of the Convertible
Debentures were converted based on the closing price of $1.4375 on October 16,
1997, the Registrant would issue 4,545,545 shares of Common Stock. In order to
have a sufficient number of shares of Common Stock registered upon conversion of
the Convertible Debentures, this Prospectus covers a larger number of shares of
Common Stock than the Registrant believes will actually be issued upon
conversion of all of the Convertible Debentures.
Except for the total number of shares to which this Prospectus relates
as set forth above, references in this Prospectus to the "number of Shares
covered by this Prospectus," or similar statements, and information in this
Prospectus regarding the number of Securities issuable to or held by the Selling
Holders and percentage information relating to the Securities of the outstanding
capital stock of the Registrant, are based upon the fixed conversion ratio set
forth in the instruments establishing the rights of the Convertible Debentures
and assume that a total of 5,000,000 Securities are issued upon conversion of
all Convertible Debentures. See "Selling Holders," "Plan of Distribution" and
"Description of Capital Stock." The Securities offered hereby represent
approximately 22.24% of the Registrant's currently outstanding shares of Common
Stock assuming conversion of all shares of Convertible Debentures.
The Securities are being offered on a continuous basis pursuant to Rule
415 under the Securities Act of 1933, as amended (the "Securities Act"). No
underwriting discounts, commissions or expenses are payable or applicable in
connection with the sale of the Securities by the Selling Holders. The Common
Stock of the Registrant is quoted on the Nasdaq SmallCap Market ("Nasdaq") under
the symbol "SRMI". The Securities offered hereby will be sold from time to time
at the then prevailing market prices, at prices relating to prevailing market
prices or at negotiated prices. On October 16, 1997, the last reported sale
price of the Common Stock on Nasdaq was $1.4375 per share. This Prospectus may
be used by the Selling Holders or any broker-dealer who may participate in sales
of the Securities covered hereby.
COMMON STOCK RESERVED
The Registrant shall reserve and keep available out of its authorized
but unissued Common Stock such numbers of shares of Common Stock as shall from
time to time be sufficient to effect conversion of all of the then outstanding
Convertible Securities and exercise of options. There can be no assurance that
in the future sufficient shares will be available for issuance. The Company may
have to enter into agreements with principal shareholders to obtain the
necessary Securities. See "Risk Factors -- Dilution; Effect of Outstanding
Convertible Debentures and Certain Shares; Common Stock Reserved" and "Certain
Transactions."
-43-
<PAGE> 48
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for the Registrant's Common Stock is
Continental Stock Transfer & Trust Company, New York, New York.
LEGAL MATTERS
The validity of the Securities will be passed upon for the Registrant
by Morgan, Lewis & Bockius LLP, counsel to the Company.
INDEPENDENT AUDITORS
The consolidated financial statements of the Registrant and its
subsidiaries for each of the three years included herein have been included in
reliance upon the report of Bederson & Company LLP, independent accountants,
appearing elsewhere herein and upon the authority of said firm as experts in
accounting and auditing. As set forth in the report of Bederson & Company LLP,
the financial statements of certain of the Registrant's subsidiaries for the
year ended June 30, 1997 were audited by other auditors whose reports were
furnished to Bederson & Company LLP. The opinion of Bederson & Company LLP set
forth in such report, insofar as it relates to amounts included for those
subsidiaries, is based solely on the reports of the other auditors.
-44-
<PAGE> 49
CONTENTS
<TABLE>
<CAPTION>
Page
------
<S> <C>
Financial Statements for Fiscal Years Ended June 30, 1995 and
December 31, 1994 and 1993
Independent Auditors' Report . . . . . . . . . . . . . . . . . . F-1
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . F-2
Consolidated Statements of Operations . . . . . . . . . . . . . F-3
Consolidated Statements of Stockholders' Equity . . . . . . . . F-4
Consolidated Statements of Cash Flows . . . . . . . . . . . . . F-5
Notes to Consolidated Financial Statements . . . . . . . . . . . F-6 - F-17
Financial Statements for Fiscal Years Ended June 30, 1997 and 1996
Independent Auditors' Report . . . . . . . . . . . . . . . . . . F-18
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . F-19
Consolidated Statements of Operations . . . . . . . . . . . . . F-20
Consolidated Statements of Stockholders' Equity . . . . . . . . F-21
Consolidated Statements of Cash Flows . . . . . . . . . . . . . F-22
Notes to Consolidated Financial Statements . . . . . . . . . . . F-23 - F-38
</TABLE>
46
<PAGE> 50
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Swissray International, Inc.
New York, New York
We have audited the accompanying consolidated balance sheets of Swissray
International, Inc., and its subsidiaries, as of June 30, 1995 and December 31,
1994 and 1993, and the related consolidated statements of operations,
stockholders' equity and cash flows for the six months ended June 30, 1995 and
the years ended December 31, 1994 and 1993. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the 1995, 1994 and 1993 consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Swissray International, Inc., and its subsidiaries, at June 30, 1995
and December 31, 1994 and 1993 and the results of their operations and their
cash flows for the six months ended June 30, 1995 and years ended December 31,
1994 and 1993, in conformity with generally accepted accounting principles.
BEDERSON & COMPANY LLP
West Orange, New Jersey
September 8, 1995, except for
Note 24, as to which the date is
September 20, 1995
F-1
<PAGE> 51
<TABLE>
<CAPTION>
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31,
June 30, ---------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash $ 2,676,826 $ 92,415 $ 134,940
Accounts receivable, net of allowance
for doubtful accounts of $73,137
for June 1995, $31,673
for 1994 and $26,936 for 1993 2,840,212 672,046 1,100,761
Receivables - other 22,138 764,400 136,084
Inventories 1,492,443 1,453,637 1,247,101
Prepaid expenses and sundry
receivables 99,017 58,484 115,079
------------ ------------ ------------
TOTAL CURRENT ASSETS 7,130,636 3,040,982 2,733,965
------------ ------------ ------------
PROPERTY AND EQUIPMENT 347,699 291,329 243,252
------------ ------------ ------------
OTHER ASSETS:
Due from stockholders 154,114 137,592 53,872
Due from officers 4,354 -- --
Due from affiliates 221,268 226,174 258,778
Investments -- -- 23,989
Licensing agreement 4,966,575 -- --
Patents and trademarks 202,710 202,710 202,710
------------ ------------ ------------
TOTAL OTHER ASSETS 5,549,021 566,476 539,349
------------ ------------ ------------
TOTAL ASSETS $ 13,027,356 $ 3,898,787 $ 3,516,566
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Current maturities of
long-term debt $ 87,070 $ -- $ --
Notes payable, banks 2,709,965 2,706,088 2,030,574
Loan payable 157,375 136,442 114,437
Accounts payable 2,671,627 1,310,365 1,285,865
Accrued expenses 280,652 123,971 178,347
Customer deposits 38,799 -- --
------------ ------------ ------------
TOTAL CURRENT LIABILITIES 5,945,488 4,276,866 3,609,223
------------ ------------ ------------
LONG-TERM DEBT, less
current maturities 705,035 420,420 336,700
------------ ------------ ------------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock 120,351 78,501 78,501
Additional paid-in capital 12,719,998 1,911,848 1,911,848
Accumulated deficit (6,027,336) (2,621,191) (2,424,599)
Cumulative foreign currency
translation adjustment (436,180) (167,657) 4,893
------------ ------------ ------------
TOTAL STOCKHOLDERS'
EQUITY (DEFICIENCY) 6,376,833 (798,499) (429,357)
------------ ------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $ 13,027,356 $ 3,898,787 $ 3,516,566
============ ============ ============
The accompanying notes are an integral part of these
financial statements.
</TABLE>
F-2
<PAGE> 52
<TABLE>
<CAPTION>
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Years Ended
Ended December 31,
June 30, -------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
NET SALES $ 3,806,313 $ 8,617,604 $ 5,989,680
COST OF SALES 2,484,253 5,362,698 4,181,393
----------- ----------- -----------
GROSS PROFIT 1,322,060 3,254,906 1,808,287
----------- ----------- -----------
OPERATING EXPENSES:
Salaries - officers 155,214 275,512 246,563
Salaries 734,389 1,127,474 581,902
Selling 619,735 507,783 330,772
Research and development 233,084 103,675 409,939
General and administrative 55,684 149,061 115,465
Other operating expenses 453,934 748,157 390,023
Bad debts 30,847 223,084 --
Depreciation and amortization 24,344 40,523 19,414
----------- ----------- -----------
TOTAL OPERATING EXPENSES 2,307,231 3,175,269 2,094,078
----------- ----------- -----------
INCOME (LOSS) BEFORE OTHER INCOME
(EXPENSES) AND INCOME TAXES (985,171) 79,637 (285,791)
OTHER INCOME (EXPENSES) (3,175,644) (252,117) (207,912)
----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM (4,160,815) (172,480) (493,703)
INCOME TAX PROVISION (BENEFIT) (338,975) 24,112 --
----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEM (3,821,840) (196,592) (493,703)
EXTRAORDINARY ITEM - gain on
extinguishment of debt, net of
income tax of approximately $340,000 415,695 -- --
----------- ----------- -----------
NET LOSS $(3,406,145) $ (196,592) $ (493,703)
=========== =========== ===========
LOSS PER COMMON SHARE:
Loss from continuing operations $ (.48) $ (.03) $ (.06)
Extraordinary item .05 -- --
----------- ----------- -----------
NET LOSS $ (.43) $ (.03) $ (.06)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 8,017,242 7,850,064 7,850,064
=========== =========== ===========
The accompanying notes are an integral part of these
financial statements.
</TABLE>
F-3
<PAGE> 53
<TABLE>
<CAPTION>
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Cumulative
Foreign
Common Stock Additional Currency
------------------------ Paid-in Accumulated Translation
Shares Amount Capital Deficit Adjustment Total
---------- --------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE - January 1, 1993, as previously 1,000 $ 673,850 $- $ (614,397) $- $ 59,453
reported
Adjustment for pooling of interest with
DMS Industries Inc. 850,064 8,501 1,307,998 (1,316,499) -- --
Adjustment for pooling of interest with
SR Medical AG 6,999,000 (603,850) 603,850 -- -- --
---------- --------- ----------- ----------- --------- -----------
BALANCE - January 1, 1993, as restated 7,850,064 78,501 1,911,848 (1,930,896) -- 59,453
For year ended December 31, 1993:
Foreign currency translation adjustment -- -- -- -- 4,893 4,893
Net loss for the year -- -- -- (493,703) -- (493,703)
---------- --------- ----------- ----------- --------- -----------
BALANCE - December 31, 1993 7,850,064 78,501 1,911,848 (2,424,599) 4,893 (429,357)
For year ended December 31, 1994:
Foreign currency translation adjustment -- -- -- -- (172,550) (172,550)
Net loss for the year -- -- -- (196,592) -- (196,592)
---------- --------- ----------- ----------- --------- -----------
BALANCE - December 31, 1994 7,850,064 78,501 1,911,848 (2,621,191) (167,657) (798,499)
For the six months ended June 30, 1995:
Issuance of common stock for services 1,525,000 15,250 3,034,750 -- -- 3,050,000
Issuance of common stock for licensing 660,000 6,600 3,793,400 -- -- 3,800,000
agreement
Issuance of common stock for cash 2,000,000 20,000 3,980,000 -- -- 4,000,000
Foreign currency translation adjustment -- -- -- -- (268,523) (268,523)
Net loss of the period -- -- -- (3,406,145) -- (3,406,145)
---------- --------- ----------- ----------- --------- -----------
BALANCE - June 30, 1995 12,035,064 $ 120,351 $12,719,998 $(6,027,336) $(436,180) $ 6,376,833
========== ========= =========== =========== ========= ===========
The accompanying notes are an integral part of these
financial statements.
</TABLE>
F-4
<PAGE> 54
<TABLE>
<CAPTION>
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Years Ended
Ended December 31,
June 30, -------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,406,145) $ (196,592) $ (493,703)
Adjustments to reconcile net loss
to net cash from operating activities:
Depreciation and amortization 24,344 40,523 19,414
Provision for bad debts 30,847 223,084 --
Gain on extinguishment of debt (755,695) -- --
Income from investment recorded on
equity method -- -- (2,931)
Foreign currency translation (129,282) (193,378) 8,092
Operating expenses through issuance
of common stock 3,050,000 -- --
(Increase) decrease in operating assets:
Accounts receivable (2,199,013) 205,631 (137,308)
Receivables - other 742,262 (628,316) (21,097)
Inventories (38,806) (206,536) (424,072)
Prepaid expenses and
sundry receivables (40,533) 56,595 (57,842)
Increase (decrease) in operating liabilities:
Accounts payable 1,361,262 24,500 993,250
Accrued expenses 156,681 (54,376) (99,480)
Customer deposits 38,799 -- --
----------- ----------- -----------
NET CASH USED BY OPERATING ACTIVITIES (1,165,279) (728,865) (215,677)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (80,714) (88,600) (81,898)
Licensing agreement (885,571) -- --
Investments in affiliates -- 23,989 --
Advances to affiliates 4,906 32,604 (118,239)
----------- ----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (961,379) (32,007) (200,137)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowing 2,730,898 2,728,093 2,145,011
Proceeds from long-term borrowing 90,681 83,720 700
Principal payments of short-term borrowing (1,950,393) (2,030,574) (1,646,879)
Issuance of stock for cash 4,000,000 -- --
Repayments from (advances to) stockholder (16,522) (83,720) (53,872)
Repayments from (advances to) officer (4,354) -- --
----------- ----------- -----------
NET CASH PROVIDED BY (USED BY)
FINANCING ACTIVITIES 4,850,310 697,519 444,960
----------- ----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (139,241) 20,828 (3,199)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 2,584,411 (42,525) 25,947
CASH - beginning of period 92,415 134,940 108,993
----------- ----------- -----------
CASH - end of period $ 2,676,826 $ 92,415 $ 134,940
=========== =========== ===========
The accompanying notes are an integral part of these
financial statements.
</TABLE>
F-5
<PAGE> 55
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Company was incorporated under the laws of the State of New
York on January 2, 1968 under the name "C.G.S. Units, Inc." On May
23, 1994, the Company acquired 100% of the outstanding securities
of Direct Marketing Services, Inc., a company incorporated in the
State of Delaware on June 3, 1993. On June 6, 1994, the Company
merged with Direct Marketing Services, Inc. and the surviving
corporation changed its' name to DMS Industries, Inc. DMS
Industries, Inc. was principally engaged in the promotion and sales
of its proprietary brand of cigarettes on a commission basis. In
May of 1995 the Company discontinued its' operations and changed
its' name to Swissray International, Inc.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the
accounts of Swissray International, Inc. (Parent), and its' wholly
owned subsidiary SR Medical AG (a Swiss corporation) and the
latter's wholly owned subsidiaries Teleray AG (a Swiss Corporation)
and SR Medical GmbH (a German corporation). All substantial
intercompany transactions and balances have been eliminated in
consolidation.
SR Medical GmbH is not included in the 1993 consolidated financial
statements since the Company did not have a majority interest.
BUSINESS COMBINATION AND RESTATEMENT
On June 6, 1995, Swissray International, Inc. exchanged 7,000,000
shares of common stock for all of the outstanding shares of SR
Medical AG. The merger between Swissray International Inc. and SR
Medical AG is considered for accounting purposes to be a
recapitalization of SR Medical AG with SR Medical AG as the
acquirer. The consolidated financial statements for all periods
presented include the accounts of Swissray International, Inc.
(from June 6, 1995 thru June 30, 1995), SR Medical AG, Teleray AG
and SR Medical GmbH. The stockholders' equity of SR Medical AG has
been retroactively restated for the equivalent number of shares
received in the merger.
SR Medical AG (a Swiss corporation) was organized in 1988 and
develops, assembles and markets diagnostic x-ray medical equipment.
Teleray AG (a Swiss corporation) was organized in 1994 and is
engaged in research and development activities related to
diagnostic x-ray equipment and accessories.
SR Medical GmbH (a German corporation) is engaged in sales and
marketing of diagnostic x-ray medical equipment and accessories.
F-6
<PAGE> 56
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
BASIS OF ACCOUNTING
The Company maintains its records on the accrual basis of
accounting. Revenues are recognized when the products are delivered
and expenses are recorded when incurred.
INVENTORIES
Inventories are stated at lower of cost or market, with cost being
determined on the first-in, first-out (FIFO) method. Inventory cost
include material, labor, and manufacturing overhead.
PROPERTY AND EQUIPMENT
Property and equipment including significant betterments, are
recorded at cost. Upon retirement or disposal of properties, the
cost and accumulated depreciation are removed from the accounts,
and any gain or loss is included in income. Maintenance and repair
costs are charged to expense as incurred.
DEPRECIATION
Depreciation of property and equipment is provided for over the
estimated useful lives of the respective assets. Depreciation is
recorded on the declining balance method. The estimated useful
lives of each asset category are as follows:
Years
-----
Equipment 5
Office furniture and equipment 5 - 8
Leasehold improvements 8
INTANGIBLE ASSETS
Patents and trademarks are stated at cost less accumulated
amortization. Amortization will commence on July 1, 1995 and will
be computed by the straight line method over its estimated economic
life of 10 years. No amortization expense has been provided for the
years ended December 31, 1994 and 1993 and for the six months ended
June 30, 1995.
Licensing agreement is stated at fair value (cost less imputed
interest) net of accumulated amortization. Amortization will
commence upon the initial sale of the Company's products within the
defined territories of the agreement and will be computed by the
straight-line method over its estimated economic life of 10 years.
No amortization expense has been provided for the for the six
months ended June 30, 1995.
RESEARCH AND DEVELOPMENT
Cost associated with research, new product development, and product
cost improvements are treated as expense when incurred. Research
and development cost expended for the for the six months ended June
30, 1995 was $233,084 and for the years ended December 31, 1994 and
1993 were $103,675 and $409,939, respectively.
F-7
<PAGE> 57
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EXPENSES RELATED TO SALES AND ISSUANCE OF SECURITIES
All costs incurred in connection with the sale of the Company's
common stock have been capitalized and charged to additional
paid-in capital.
NET LOSS PER COMMON SHARE
Loss per common share is computed by dividing the net loss by the
weighted average number of shares of common stock outstanding
during the periods.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of subsidiaries operating in foreign
countries are translated into U.S. dollars using the exchange rate
in effect at the balance sheet date. Results of operations are
translated using the average exchange rates prevailing throughout
the year. The effects of exchange rate fluctuations on translating
foreign currency assets and liabilities into U.S. dollars are
included in stockholders' equity, while gains and losses resulting
from foreign currency transactions are included in operations.
NOTE 2 - CONCENTRATION OF CREDIT RISK AND RISK ARISING FROM CASH DEPOSITS IN
EXCESS OF INSURED LIMITS
The Company sells its products to various customers primarily in
Europe, Asia and Africa. The Company performs ongoing credit
evaluations on its customers and generally does not require
collateral. The Company maintains reserves for potential credit
losses and such losses have been within management's expectations.
The Company maintains its cash balances with major Swiss financial
institutions. The cash balances are not insured.
NOTE 3 - RECEIVABLES - OTHER
Receivables due to the Company from transactions from other than
operations are as follows:
<TABLE>
<CAPTION>
December 31,
June 30, ------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Dr. P. Dragonat $ 22,138 $ -- $ --
Interfinance Investment Co. -- 764,400 --
Kehrli Medipriy -- -- 136,084
-------- -------- --------
$ 22,138 $764,400 $136,084
======== ======== ========
</TABLE>
F-8
<PAGE> 58
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 4 - INVENTORIES
Inventories are summarized by major classification as follows:
<TABLE>
<CAPTION>
December 31,
June 30, ----------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Raw materials, parts and
supplies $ 945,257 $ 908,476 $ 808,044
Work-in process 130,605 114,660 101,010
Finished goods 416,581 430,501 338,047
---------- ---------- ----------
$1,492,443 $1,453,637 $1,247,101
========== ========== ==========
</TABLE>
NOTE 5 - PROPERTY AND EQUIPMENT
The components of property and equipment are as follows:
<TABLE>
<CAPTION>
December 31,
June 30, ----------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Equipment $140,407 $130,180 $ 80,716
Office furniture and
equipment 145,840 143,424 138,376
Leasehold improvement 153,964 84,642 51,805
-------- -------- --------
440,211 358,246 270,897
Less: Accumulated
depreciation
and amortization 92,512 66,917 27,645
-------- -------- --------
$347,699 $291,329 $243,252
======== ======== ========
</TABLE>
Depreciation and amortization expense for the six months ended June
30, 1995 was $24,344 and for the years ended December 31, 1994 and
1993 were $40,523 and $19,414, respectively.
NOTE 6 - DUE FROM STOCKHOLDER
The Company has made unsecured advances to its' President (a
principal stockholder) requiring interest only payments at 6% per
annum. These advances are not expected to be repaid within one
year. The balance at June 30, 1995 was $154,114, and at December
31, 1994 and 1993 were $137,592 and $53,872, respectively. Interest
charged the stockholder for the six months ended June 30, 1995 was
$4,376, and for the years ended December 31, 1994 and 1993 were
$5,744 and $1,616, respectively.
NOTE 7 - DUE FROM OFFICER
In June of 1995, the Company made an unsecured advance to an
officer in the amount of $4,354 requiring interest only payments at
6% per annum.
F-9
<PAGE> 59
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 8 - DUE FROM AFFILIATES
The Company has made non-interest bearing advances to affiliated
sales companies as follows:
<TABLE>
<CAPTION>
December 31,
June 30, ---------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Swissray SR Medical GmbH,
Willich $181,519 $159,358 $202,020
Swissray Medical s.r.o
Bratislaua 4,353 54,802 48,194
Swissray Medical s.r.o
Brno 17,784 -- --
Teleray s.r.o
Bratislaua 11,073 9,721 8,564
Teleray s.r.o. Brno 6,539 2,293 --
-------- -------- --------
$221,268 $226,174 $258,778
======== ======== ========
</TABLE>
These unsecured advances are due and payable on demand. However,
the Company does not anticipate repayment within one year.
NOTE 9 - INVESTMENTS
The Company owned a 49% interest in Swissray SR Medical GmbH in
1993, and subsequently acquired 100% interest in 1994. The
investment was recorded on the equity method in 1993 and for all
subsequent periods included in the consolidated financial
statements of the Company.
The Company has made various other investments which are recorded
on the equity method. These entities have operated at a loss in
excess of equity, therefore the Company is carrying these
investments as follows:
<TABLE>
<CAPTION>
Cost
Ownership June 30, Carrying
% 1995 Value
--------- --------- ---------
<S> <C> <C> <C>
Swissray SR Medical GmbH,
Willich 34% $16,892 $-0-
Swissray Medical s.r.o.,
Bratislaua 34% 6,757 -0-
Swissray Medical s.r.o.,
Brno 34% 6,757 -0-
Teleray s.r.o., Willich 49% 28,362 -0-
Teleray s.r.o. Brno 34% 6,757 -0-
Digitec GmbH, Neuss 20% 11,484 -0-
------- ----
TOTAL $77,009 $-0-
======= ====
</TABLE>
F-10
<PAGE> 60
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 10 - LICENSING AGREEMENT
The Company entered into a licensing agreement in June of 1995
with an unaffiliated individual. The agreement is for an
exclusive field-of-use license within the United States and
Canada to use the proprietary information, including the patent
rights, for certain technology regarding the integration of
computer technology with diagnostic x-ray and radiology medical
equipment through digital imaging systems. The agreement
required a fee of $5,000,000 consisting of $1,200,000 in cash
and 660,000 shares of the Company's common stock. The cash
payment requirement consisted of $900,000 upon the signing of
the agreement and the $300,000 balance due on December 31,
1996. The fee has been discounted at 7.5% for imputed interest
of $33,425 resulting in a net capitalized cost of $4,966,575.
This agreement is for an indefinite term or until all of the
proprietary information becomes public knowledge and the patent
rights expire.
NOTE 11 - NOTES PAYABLE - BANK
The Company has line-of-credit agreements with various Swiss
banks aggregating $2,777,575 at June 30, 1995. The
line-of-credits are secured by accounts receivable.
Lines-of-credit are summarized as follows:
<TABLE>
<S> <C>
Credit Suisse Bank $ 905,570
Union Bank 1,741,400
Cantonal Bank of Lucerne 130,605
----------
$2,777,575
==========
</TABLE>
Notes payable are summarized as follows:
<TABLE>
<CAPTION>
December 31,
June 30, ----------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Credit Suisse Bank, due on
demand, with interest at 8%
per annum, collateralized
by accounts receivable $ 905,570 $1,127,515 $ 829,517
Union Bank, due on demand,
with interest at 8% per
annum, collateralized by
accounts receivable 1,711,255 -- --
Cantonal Bank of Lucerne,
due on demand, with
interest at 8% per annum,
collateralized by accounts
receivable 93,140 1,578,573 1,201,057
---------- ---------- ----------
$2,709,965 $2,706,088 $2,030,574
========== ========== ==========
</TABLE>
F-11
<PAGE> 61
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 12 - LOAN PAYABLE
The Company has negotiated a 5% demand loan from a private
foundation fund. The balance at and June 30, 1995 was and
$157,375, and at December 31, 1994 and 1993 was $136,442 and
$114,437, respectively.
NOTE 13 - LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31,
June 30, ------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Note payable - licensing agreement, due December 31, 1996,
bearing interest at 7-1/2% per annum (See Note 10.) $281,004 $ -- $ --
Note payable - Carba, AG, due July 1, 1996, requiring interest
only payments at 6% per annum with no current amortization required 293,426 229,320 202,020
Note payable - Carbamed-Ruegge Reduktion, due July 1, 1996,
requiring interest only payments at 6% per annum with no current
amortization required 130,605 114,660 134,680
Note payable - Dr. Zeman-Wiegand Helga, due May 15, 1996,
requires interest only payments at 7% per annum with no current
amortization required 87,070 76,440 --
-------- -------- --------
792,105 420,420 336,700
Less: Current portion 87,070 -- --
-------- -------- --------
$705,035 $420,420 $336,700
======== ======== ========
</TABLE>
Aggregate maturities of long-term debt are as follows:
<TABLE>
<CAPTION>
Year Ending
June 30,
-----------
<S> <C>
1996 $ 87,070
1997 705,035
----------
$ 792,105
==========
</TABLE>
F-12
<PAGE> 62
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 14 - COMMON STOCK
On June 6, 1994, by consent of the majority stockholders, the
Company amended its certificate of incorporation to change the
number of authorized common shares from 50,000,000 to 15,000,000
of $.01 par value common stock.
The Company's outstanding shares of common stock of $.01 par value
at June 30, 1995 was 12,035,064, and at December 31, 1994 and 1993
were 7,850,064 shares. The outstanding shares include the
retroactive effect given to the June 6, 1995 merger between
Swissray International Inc. and SR Medical AG which was recorded
as a recapitalization of SR Medical A.G.
NOTE 15 - ISSUANCE OF COMMON STOCK FOR CASH
The Company issued 2,000,000 shares of common stock for $4,000,000
during the six month period ending June 30, 1995.
NOTE 16 - PENSION PLAN
The Company, mandated by government regulations, is required to
contribute approximately five (5%) percent of eligible, as
defined, employees' salaries into a government pension plan. The
Company also contributes approximately five (5%) percent of
eligible employee salaries into a private pension plan. Total
contributions charged to operations for the years ended December
31, 1994 and 1993 were $194,837 and $165,968, respectively, and
for the six months ended June 30, 1995 were $96,718.
NOTE 17 - OTHER INCOME (EXPENSES)
<TABLE>
<CAPTION>
December 31,
June 30, -------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Miscellaneous income $ 4,544 $ 320 $ 5,141
Interest income -
stockholder 4,376 5,744 1,616
Foreign currency income 16,158 10,948 4,091
Income (loss) from
investments (16,909) (28,652) 2,931
Consulting fees -
related party (3,050,000) -- --
Interest expense (121,987) (237,013) (214,631)
Miscellaneous expenses (11,826) (3,464) (7,060)
----------- ----------- -----------
TOTAL OTHER INCOME
(EXPENSES) $(3,175,644) $ (252,117) $ (207,912)
=========== =========== ===========
</TABLE>
F-13
<PAGE> 63
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 18 - INCOME TAXES
The Company adopted Statement of Financial Accounting Standard 109
("SFAS"). SFAS 109 provides for an asset and liability approach to
accounting for income taxes that require the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company's
financial statements or tax returns.
In estimating future consequences, SFAS 109 generally considers
all expected future events other than proposed changes in the tax
law or rates prior to enactment.
For the six months ended June 30, 1995, and for the years ended
December 31, 1994 and 1993, there was no provision for deferred
federal, state or foreign income taxes because all net operating
loss carryforwards are no longer available due to the change in
ownership of the Company.
A reconciliation between the statutory federal income tax rate
(34%) and the effective income tax rates based on continuing
operations is as follows:
<TABLE>
<CAPTION>
December 31,
June 30, -------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Statutory federal income
tax (benefit) $(1,414,600) $ (58,600) $ (167,800)
State income tax -- -- --
Foreign income tax in
excess of (less than)
domestic rate (457,760) (18,973) (54,307)
Benefit not recognized on
operating loss 1,533,385 101,685 222,107
Valuation allowance -- -- --
----------- ----------- -----------
$ (338,975) $ 24,112 $ --
=========== =========== ===========
</TABLE>
The income tax related to the extraordinary gain on extinguishment
of debt was approximately $340,000 for the six months ended June
30, 1995.
F-14
<PAGE> 64
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 19 - EXTRAORDINARY GAIN - EXTINGUISHMENT OF DEBT
During 1995, the Company extinguished, at a discount, a $1,659,497
note obligation. The transaction resulted in an extraordinary gain
of $415,695 ($.05 per share), net of income taxes of approximately
$340,000.
NOTE 20 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for the six months ended June 30, 1995 and for the
years ended December 31, 1994 and 1993 include interest of
$121,987, $237,013 and $214,631, respectively, and income taxes of
$1,025, $24,112 and $-0-, respectively.
Non-cash operating activities consisted of issuance of common
stock for services for the six months ended June 30, 1995 in the
amount of $3,050,000.
Non-cash investing and finance activities for the six months ended
June 30, 1995 consisted of the acquisition of a licensing
agreement for $4,966,575 for $885,571 in cash, and a note
obligation for $281,004 and the issuance of common stock for
$3,800,000. Total cash paid was $885,571.
NOTE 21 - SIGNIFICANT CUSTOMER AND GEOGRAPHIC AREAS
The Company presently has no domestic operations and derives all
of its' revenues from its subsidiaries located in Switzerland and
Germany. Domestic (Switzerland and Germany) and export sales were
as follows:
<TABLE>
<CAPTION>
Six Months Year Ended
Ended December 31,
June 30, ----------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Switzerland $1,980,606 $1,165,730 $1,488,839
Germany 1,029,413 2,334,265 2,127,050
Other export sales 796,294 5,117,609 2,373,791
---------- ---------- ----------
$3,806,313 $8,617,604 $5,989,680
========== ========== ==========
</TABLE>
The following summarizes customers sales in excess of 10% or more
of the total revenues:
<TABLE>
<CAPTION>
Six Months Year Ended
Ended December 31,
June 30, ----------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
OEM/Phillips $ 166,660 $3,232,206 $ 708,852
SR Medical, GmbH,
Bubenreuth 340,572 748,495 1,505,051
Belmedtechnika, Minsk -- -- --
Rodiay, Solothurn 1,431,705 -- --
Carbamed, Dattwic -- 913,500 1,350,634
</TABLE>
F-15
<PAGE> 65
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 21 - SIGNIFICANT CUSTOMER AND GEOGRAPHIC AREAS (CONTINUED)
Sales to the Company's three largest customers for the six months
ended June 30, 1995 and years ended December 31, 1994 and 1993
accounted for approximately 51%, 57% and 60% of all revenues,
respectively. Sales to the Company's single largest customer for
the six months ended June 30, 1995 and years ended December 31,
1994 and 1993 accounted for approximately 38%, 38% and 23% of all
revenues, respectively.
The following summarizes operating profit or (losses) by
geographic area:
<TABLE>
<CAPTION>
Six Months Year Ended
Ended December 31,
June 30, ----------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Switzerland $(4,095,783) $ (295,805) $ (493,703)
Germany (65,032) 123,325 --
----------- ----------- -----------
NET LOSS BEFORE
INCOME TAX $(4,160,815) $ (172,480) $ (493,703)
=========== =========== ===========
</TABLE>
The following summarizes identifiable assets by geographic area:
<TABLE>
<CAPTION>
Six Months Year Ended
Ended December 31,
June 30, -----------------------------
1995 1994 1993
----------- ----------- ---------
<S> <C> <C> <C>
Switzerland $12,513,262 $ 3,651,518 $ 3,516,566
Germany 514,094 247,269 --
----------- ----------- -----------
TOTAL $13,027,356 $ 3,898,787 $ 3,516,566
=========== =========== ===========
</TABLE>
F-16
<PAGE> 66
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994 AND 1993
NOTE 22 - COMMITMENTS
The Company leases various facilities and vehicles under operating
lease agreements expiring through November 6, 2002. The facilities
lease agreements provide for a base monthly payment of $15,847 per
month. Rent expense for the six months ended June 30, 1995 was
$148,818 and for the years ended December 31, 1994 and 1993 were
$185,459 and $143,140, respectively.
Minimum annual lease payments under the facilities lease
agreements are as follows:
Year Ending
June 30,
-----------
1996 $190,160
1997 190,160
1998 190,160
1999 141,575
2000 125,380
Thereafter 229,864
NOTE 23 - RELATED PARTY TRANSACTIONS
The Company entered into agreements with Berkshire Capital
Management Ltd., (Berkshire), a stockholder, whereby Berkshire
would render consulting and related services towards and in
regards with the acquisition of SR Medical AG and subsidiaries.
Berkshire received 1,525,000 shares of the Company's restricted
common stock in full payment of service rendered in June of 1995
which were valued at $3,050,000 ($2 per share).
NOTE 24 - SUBSEQUENT EVENT
On July 7, 1995 the Board of Directors approved the changing of
the Company's accounting year from December 31 to a June 30 fiscal
year end. All necessary documents have been filed with proper
governmental taxing agencies.
On or about July 7, 1995, the Company commenced litigation against
a former officer and director alleging certain misconduct on the
part of such officer and seeking monetary compensation as a result
thereof. On or about September 15, 1995 such defendant has
responded by filing certain affirmative defenses and
counter-claims against the Company and others. The time within
which to respond to such counter-claims has not expired although
it is expected that all material allegations of wrongdoing
contained in such counter-claims will be denied in their entirety.
Owing to the fact that the litigation has only recently commenced
and further owing to the fact that discovery proceedings
have not even been scheduled as yet, it is virtually impossible to
determine, with any degree of certainty, the final outcome of this
litigation although the Company fully expects to prevail on all
material aspects of this lawsuit.
Pursuant to the terms and conditions of an August 31, 1995
Investment Letter for Restricted Securities, the Company sold and
issued 200,000 shares of its common stock during September 1995
for $700,000. The Company received $300,000 in September 1995 and
the balance of $400,000 due in October 1995.
F-17
<PAGE> 67
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Swissray International, Inc.
New York, New York
We have audited the accompanying consolidated balance sheets of Swissray
International, Inc., and its subsidiaries, as of June 30, 1997 and 1996, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We did
not audit the financial statements of Swissray (Deutschland) Rontgentechnik
GmbH, a wholly owned subsidiary, which statements reflect total assets of
$437,021 as of June 30, 1997 and total revenues of $1,255,140 for the year then
ended. Those statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it related to the amounts included
for Swissray (Deutschland) Rontgentechnick GmbH, is based solely on the report
of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Swissray
International, Inc., and its subsidiaries, at June 30, 1997 and 1996 and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.
BEDERSON & COMPANY LLP
West Orange, New Jersey
September 16, 1997
F-18
<PAGE> 68
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
ASSETS
1997 1996
------------ -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,091,307 $ 3,252,685
Accounts receivable, net of allowance for doubtful
accounts of $148,390 and $109,843 5,154,794 3,335,679
Accounts receivable - affiliates -- 31,533
Note receivable -- 962,500
Inventories 3,911,107 2,912,836
Prepaid expenses and sundry receivables 1,936,138 1,075,681
------------ -----------
TOTAL CURRENT ASSETS 14,093,346 11,570,914
------------ -----------
PROPERTY AND EQUIPMENT, net 4,336,617 1,138,282
------------ -----------
OTHER ASSETS:
Due from stockholders 69,587 17,414
Due from affiliate -- 166,384
Loan receivable 17,396 20,292
Accounts receivable - long-term, net of allowance
for doubtful account of $814,178 and $300,000 240,912 1,038,693
Licensing agreement, net of accumulated amortization
of $869,151 and $372,493 4,097,424 4,594,082
Patents and trademarks, net of accumulated amortization
of $54,941 and $28,001 206,003 220,018
Capitalized computer software, net of accumulated
amortization of $34,512 317,524 --
Organization cost, net of accumulated amortization of $2,464 and $978 5,921 7,407
Security deposits 43,728 19,952
Note receivable - long-term 513,643 --
Goodwill, net of accumulated amortization of $9,023 410,814 --
------------ -----------
TOTAL OTHER ASSETS 5,922,952 6,084,242
------------ -----------
TOTAL ASSETS $ 24,352,915 $18,793,438
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 243,135 $ 511,101
Notes payable - banks 3,834,706 2,069,828
Loan payable 133,008 156,254
Accounts payable 5,336,749 4,186,092
Accounts payable - affiliates -- 1,541
Accrued expenses 1,401,938 1,135,693
Customer deposits 170,436 77,673
Due to stockholders and officers 139,826 --
------------ -----------
TOTAL CURRENT LIABILITIES 11,259,798 8,138,182
------------ -----------
CONVERTIBLE DEBENTURES 6,000,000 --
------------ -----------
LONG-TERM DEBT, less current maturities 524,689 --
------------ -----------
STOCKHOLDERS' EQUITY:
Common stock 196,944 141,851
Additional paid-in capital 26,608,594 19,268,400
Accumulated deficit (18,808,576) (7,918,948)
Accumulated other comprehensive loss (1,428,534) (836,047)
------------ -----------
TOTAL STOCKHOLDERS' EQUITY 6,568,428 10,655,256
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,352,915 $18,793,438
============ ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
F-19
<PAGE> 69
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
NET SALES $ 13,151,701 $ 10,899,222
COST OF SALES 8,445,414 5,793,306
------------ ------------
GROSS PROFIT 4,706,287 5,105,916
------------ ------------
OPERATING EXPENSES:
Officers and directors compensation 693,906 612,776
Salaries 2,059,396 1,829,535
Selling 1,873,389 1,140,604
Research and development 5,786,158 1,731,502
General and administrative 1,717,795 1,161,291
Other operating expenses 1,645,800 1,098,346
Bad debts 619,160 491,487
Depreciation and amortization 770,294 526,138
------------ ------------
TOTAL OPERATING EXPENSES 15,165,898 8,591,679
------------ ------------
LOSS BEFORE OTHER INCOME (EXPENSES)
AND INCOME TAXES (10,459,611) (3,485,763)
OTHER INCOME (EXPENSES) 67,720 810,003
------------ ------------
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND
EXTRAORDINARY ITEMS (10,391,891) (2,675,760)
INCOME TAX PROVISION (BENEFIT) 110,223 (364,648)
------------ ------------
LOSS FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEMS (10,502,114) (2,311,112)
EXTRAORDINARY ITEMS, net of income tax
of approximately $-0- and $343,000 (387,514) 419,500
------------ ------------
NET LOSS $(10,889,628) $(1,891,612)
============ ============
LOSS PER COMMON SHARE:
Loss from continuing operations $ (.67) $ (.18)
Extraordinary items (.02) .03
------------ ------------
NET LOSS $ (.69) $ (.15)
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 15,817,571 12,974,749
============ ============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-20
<PAGE> 70
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Other
---------------------- Paid-in Accumulated Comprehensive
Shares Amount Capital Deficit Loss
---------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
BALANCE - July 1, 1995 12,035,064 $120,351 $12,719,998 $ (6,027,336) $ (436,180)
COMPREHENSIVE LOSS:
Net loss for the year -- -- -- (1,891,612) --
Other comprehensive loss net of taxes $-0-
foreign currency translation adjustments -- -- -- -- (399,867)
TOTAL COMPREHENSIVE LOSS -- -- -- -- --
Issuance of common stock for cash 1,100,000 11,000 5,189,000 -- --
Stock options exercised for cash 1,050,000 10,500 2,039,500 -- --
Public offering expenses -- -- (680,098) -- --
---------- -------- ----------- ------------ -----------
BALANCE - June 30, 1996 14,185,064 141,851 19,268,400 (7,918,948) (836,047)
COMPREHENSIVE LOSS:
Net loss for year -- -- -- (10,889,628) --
Other comprehensive loss net of taxes $-0-
foreign currency translation adjustments -- -- -- -- (592,487)
TOTAL COMPREHENSIVE LOSS -- -- -- -- --
Issuance of common stock for cash 5,197,759 51,977 6,947,830 -- --
Issuance of common stock in lieu of interest payment 70,610 706 132,244 -- --
Stock options exercised for cash 161,000 1,610 115,920 -- --
Stock option granted as compensation -- -- 25,000 -- --
Purchase of subsidiary for stock 80,000 800 119,200 -- --
---------- -------- ----------- ------------ -----------
BALANCE - June 30, 1997 19,694,433 $196,944 $26,608,594 $(18,808,576) $(1,428,534)
========== ======== =========== ============ ===========
</TABLE>
<TABLE>
<CAPTION>
Total
------------
<S> <C>
BALANCE - July 1, 1995 $ 6,376,833
------------
COMPREHENSIVE LOSS:
Net loss for the year (1,891,612)
Other comprehensive loss net of taxes $-0-
foreign currency translation adjustments (399,867)
------------
TOTAL COMPREHENSIVE LOSS (2,291,479)
------------
Issuance of common stock for cash 5,200,000
Stock options exercised for cash 2,050,000
Public offering expenses (680,098)
------------
BALANCE - June 30, 1996 10,655,256
------------
COMPREHENSIVE LOSS:
Net loss for year (10,889,628)
Other comprehensive loss net of taxes $-0-
foreign currency translation adjustments (592,487)
------------
TOTAL COMPREHENSIVE LOSS (11,482,115)
------------
Issuance of common stock for cash 6,999,807
Issuance of common stock in lieu of interest payment 132,950
Stock options exercised for cash 117,530
Stock option granted as compensation 25,000
Purchase of subsidiary for stock 120,000
------------
BALANCE - June 30, 1997 $ 6,568,428
============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-21
<PAGE> 71
SWISSRAY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(10,889,628) $(1,891,612)
Adjustment to reconcile net loss to net
cash from operating activities:
Depreciation and amortization 770,294 526,138
Provision for bad debts 552,725 336,706
Write off of affiliate receivable 166,384 --
Operating expenses through issuance of stock options 157,950 --
Gain on sale of marketable securities -- (762,500)
(Increase) decrease in operating assets:
Accounts receivable (1,857,662) (1,870,866)
Accounts receivable - affiliates 31,533 (31,533)
Accounts receivable - other 283,603 22,138
Inventories (998,271) (1,420,393)
Prepaid expenses and sundry receivables (860,457) (976,664)
Increase(decrease) in operating liabilities:
Accounts payable 1,601,074 1,514,465
Accounts payable - affiliates (1,541) 1,541
Accrued expenses 266,245 855,041
Customer deposits 92,763 38,874
------------ -----------
NET CASH USED BY OPERATING ACTIVITIES (10,684,988) (3,658,665)
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (3,431,375) (932,066)
Licensing agreement (352,036) --
Purchase of marketable securities -- (200,000)
Patents and trademarks (12,925) (45,309)
Goodwill (299,837) --
Organization cost -- (8,385)
Collection of note receivable 448,857 --
Security deposits (23,776) (19,952)
Repayments from affiliates -- 34,592
Repayment of loans receivable 2,896 --
------------ -----------
NET CASH USED BY INVESTING ACTIVITIES (3,668,196) (1,171,120)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowing 9,834,706 2,069,828
Proceeds from long-term borrowing 248,987 --
Principal payment of short-term borrowings (2,093,074) (2,711,086)
Principal payments of long-term borrowing (442,681) (281,004)
Issuance of common stock for cash 7,117,337 7,250,000
Repayment from (advances to) stockholder and officers 87,653 141,054
Public offering expenses -- (680,098)
------------ -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 14,752,928 5,788,694
------------ -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (561,122) (383,050)
------------ -----------
NET INCREASE (DECREASE) IN CASH (161,378) 575,859
CASH AND CASH EQUIVALENTS - beginning of period 3,252,685 2,676,826
------------ -----------
CASH AND CASH EQUIVALENTS - end of period $ 3,091,307 $ 3,252,685
============ ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-22
<PAGE> 72
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Company was incorporated under the laws of the State of New York on
January 2, 1968 under the name "C.G.S. Units, Inc." On May 23, 1994,
the Company acquired 100% of the outstanding securities of Direct
Marketing Services, Inc., a company incorporated in the State of
Delaware on June 3, 1993. On June 6, 1994, the Company merged with
Direct Marketing Services, Inc. and the surviving corporation changed
its' name to DMS Industries, Inc. DMS Industries, Inc. was principally
engaged in the promotion and sales of its proprietary brand of
cigarettes on a commission basis. In May of 1995 the Company
discontinued its' operations and changed its' name to Swissray
International, Inc.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts
of Swissray International, Inc. (Parent), and its' wholly owned
subsidiaries SR Medical AG and SR Management AG (both Swiss
corporations), Swissray Corporation and Swissray Empower, Inc. (both
U.S. corporations) and SR Medical AG's wholly owned subsidiaries
Teleray AG (a Swiss Corporation) and Swissray (Deutschland)
Rontgentechnik GmbH (a German corporation). All material intercompany
transactions and balances have been eliminated in consolidation.
SR Medical AG (a Swiss corporation) was organized in 1988 and markets
and services diagnostic x-ray medical equipment.
Teleray AG (a Swiss corporation) was organized in 1994 and is engaged
in research, development and assembly activities related to diagnostic
x-ray medical equipment and accessories.
Swissray (Deutschland) Rontgentechnik GmbH (a German corporation) was
organized in 1988 and is engaged in sales and marketing of diagnostic
x-ray medical equipment and accessories. The Company in 1997 changed
its name from SR Medical GmbH to Swissray (Deutschland) Rontgentechnik
GmbH.
SR Management AG (a Swiss corporation) was organized in December of
1995 as a service oriented company serving only the other companies
within the consolidated group in the areas of consultation,
bookkeeping, logistics, and employment services. The Company in 1997
changed its name from SR Finance AG to SR Management AG.
Swissray Corporation (a U.S. corporation) was organized in November of
1996 and is engaged in sales and marketing of diagnostic x-ray medical
equipment and accessories.
Swissray Empower, Inc. (a U.S. corporation) was organized in 1985 and
was acquired by Swissray International, Inc. on April 1, 1997. The
Company is engaged in the sale of diagnostic x-ray supplies.
BUSINESS ACQUISITION
On April 1, 1997, Swissray International, Inc. exchanged 80,000 shares
of common stock at the then quoted market price of $120,000 ($1.50 per
share) for all the outstanding shares of Empower, Inc. The consolidated
financial statements presented include the accounts of Swissray
Empower, Inc., formerly Empower, Inc., from April 1, 1997 (date of
acquisition) to June 30, 1997. The acquisition has been accounted for
as a purchase.
F-23
<PAGE> 73
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
BASIS OF ACCOUNTING
The Company maintains its records on the accrual basis of accounting.
Revenues are recognized when the products are delivered and expenses
are recorded when incurred.
CERTAIN SIGNIFICANT RISK AND UNCERTAINTIES
The preparation of financial statements in conformity with generally
accepted accounting principles require management to make estimates and
assumptions that effect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during this period. Actual results could differ from those estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
INVENTORIES
Inventories are stated at lower of cost or market, with cost being
determined on the first-in, first-out (FIFO) method. Inventory cost
include material, labor, and overhead.
PROPERTY AND EQUIPMENT
Property and equipment including significant betterments, are recorded
at cost. Upon retirement or disposal of properties, the cost and
accumulated depreciation are removed from the accounts, and any gain or
loss is included in income. Maintenance and repair costs are charged to
expense as incurred.
DEPRECIATION
Depreciation of property and equipment is provided for over the
estimated useful lives of the respective assets. Depreciation is
recorded on the straight-line method. The estimated useful lives of
each asset category are as follows:
<TABLE>
<CAPTION>
Years
-----
<S> <C>
Automobiles 3
Equipment 5 - 10
Office furniture and equipment 5 - 10
Office and leasehold improvements 10
Building 40
</TABLE>
INTANGIBLE ASSETS
Licensing agreement is stated at cost less imputed interest net of
accumulated amortization computed on the straight-line method over its
estimated economic life of 10 years. Amortization commenced on October
1, 1995 upon the initial sale of the Company's products within the
defined territories of the agreement. Amortization expense, for the
licensing agreement, for the years ended June 30, 1997 and 1996 was
$465,293 and $372,493, respectively.
Patents and trademarks are stated at cost less accumulated amortization
computed on the straight-line method over their estimated economic life
of 10 years. Amortization expense, for patents and trademarks, for the
years ended June 30, 1997 and 1996 was $26,940 and $28,001,
respectively.
Capitalized computer software is stated at cost less accumulated
amortization computed on the straight-line method over its estimated
useful lives of 5 to 8 years. Amortization commenced on January 1,
1997, therefore no amortization expense has been provided for the year
ended June 30, 1996. Amortization expense, for capitalized computer
software, for the year ended June 30, 1997 was $34,512.
F-24
<PAGE> 74
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
All cost incurred by the Company in connection with incorporation of
subsidiaries have been capitalized and are being amortized over a
period of sixty (60) months. Amortization expense, for organization
cost, for the years ended June 30, 1997 and 1996 was $1,486 and $978,
respectively.
Goodwill has been recorded for the amount of cost in excess of fair
value of the net assets of Empower, Inc. which was acquired in a
purchase transaction on April 1, 1997. The goodwill is being amortized
on a straight-line method over 10 years. Amortization charged to
operations amounted to $9,023 for the year ended June 30, 1997. No
amortization was charged during the year ended June 30, 1996.
The Company reevaluates intangible assets based on expectations of cash
flows and operating income to determine whether any potential
impairment exists. If necessary, the Company writes down the recorded
cost of the intangible asset to the fair value when recorded costs,
prior to impairment, are higher.
ADVERTISING AND PROMOTION
Advertising and promotion cost are expensed as incurred and included in
"Selling Expenses". Advertising and promotion expenses for the years
ended June 30, 1997 and 1996 were $781,189 and $740,044, respectively.
RESEARCH AND DEVELOPMENT
Cost associated with research, new product development, and product
cost improvements are treated as expenses when incurred. Research and
development costs expended for the years ended June 30, 1997 and 1996
were $5,786,158 and $1,731,502, respectively.
DEFERRED INCOME TAXES
Deferred income taxes are provided on a liability method whereby
deferred income tax assets are recognized for deductible temporary
differences and operating loss carryforwards and deferred income tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred income tax assets are
reduced by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all deferred tax assets
will not be realized. Deferred income tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date
of enactment.
EXPENSES RELATED TO SALES AND ISSUANCE OF SECURITIES
All costs incurred in connection with the sale of the Company's common
stock have been capitalized and charged to additional paid-in capital.
NET LOSS PER COMMON SHARE
Loss per common share is computed by dividing the net loss by the
weighted average number of shares of common stock outstanding during
the periods.
RECLASSIFICATIONS
Certain reclassifications have been made to prior year's financial
statements to conform to the June 30, 1997 presentation.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of subsidiaries operating in foreign countries
are translated into U.S. dollars using both the exchange rate in effect
at the balance sheet date or the historical rate, as applicable.
Results of operations are translated using the average exchange rates
prevailing throughout the year. The effects of exchange rate
fluctuations on translating foreign currency assets and liabilities
into U.S. dollars are included in stockholders' equity, while gains and
losses resulting from foreign currency transactions are included in
operations.
F-25
<PAGE> 75
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 2 - CONCENTRATION OF CREDIT RISK AND RISK ARISING FROM CASH DEPOSITS IN
EXCESS OF INSURED LIMITS
The Company sells its products to various customers primarily in
Europe, Asia and Africa. The Company performs ongoing credit
evaluations on its customers and generally does not require collateral.
Export sales are usually made under letter of credit agreements. The
Company maintains reserves for potential credit losses and such losses
have been within management's expectations.
The Company maintains its cash balances with major United States, Swiss
and German financial institutions. Funds on deposit with financial
institutions in the United States are insured by the Federal Deposit
Insurance Corporation ("FDIC") up to $100,000. At June 30, 1997, all
funds on deposit in the United States are insured. The cash balances at
Swiss and German financial institutions are not insured. At June 30,
1997 and 1996, cash in the amount of $3,021,843 and $3,252,685,
respectively, was not insured.
NOTE 3 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the
Company's financial instruments, including cash and cash equivalents,
trade and other accounts receivable, notes receivable, accounts
payable, accrued expenses, notes and loans payable, the carrying
amounts approximate fair value due to their short term maturities. The
amount shown for long-term receivables also approximate fair value.
Investments in affiliated companies for which there is no quoted market
price are accounted for by the equity method resulting in no carrying
value which the Company considers a fair value.
NOTE 4 - ACCOUNTS RECEIVABLE - AFFILIATES
The Company sells merchandise to affiliated sales companies in the
normal course of business. No amounts were due to the Company at June
30, 1997 whereas at June 30, 1996 the amounts due to the Company were
$31,533.
NOTE 5 - NOTE RECEIVABLE
On June 20, 1996 the Company sold marketable securities for a 5%
promissory note in the amount of $962,500 originally due on October 20,
1996 of which $100,000 was paid on December 10, 1996. On January 15,
1997, the Company renegotiated the terms of the unpaid balance. A new
note in the amount of $862,500 was renegotiated, with interest at 6%
cumulative and payable when the note matures on January 1, 2000. At
June 30, 1997, principal payments of $348,857 were received leaving a
balance due of $513,643. Interest payments were also paid to June 30,
1997.
NOTE 6 - INVENTORIES
Inventories are summarized by major classification as follows:
<TABLE>
<CAPTION>
June 30,
--------------------------
1997 1996
---------- ----------
<S> <C> <C>
Raw materials, parts and supplies $2,632,256 $1,854,322
Work in process 468,204 853,657
Finished goods 810,647 204,857
---------- ----------
$3,911,107 $2,912,836
========== ==========
</TABLE>
F-26
<PAGE> 76
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 7 - PREPAID EXPENSES AND SUNDRY RECEIVABLES
Prepaid expenses and sundry receivables consist of the following:
<TABLE>
<CAPTION>
June 30,
------------------------
1997 1996
---------- ----------
<S> <C> <C>
Prepaid expenses, deposits and advance payments $ 681,742 $ 258,373
Insurance claim for fire damage 352,996 --
Prepaid and refundable taxes 888,169 806,138
Employee loans 13,231 1,378
Interest receivable -- 9,792
---------- ----------
$1,936,138 $1,075,681
========== ==========
</TABLE>
NOTE 8 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
June 30,
------------------------
1997 1996
---------- ----------
<S> <C> <C>
Land and building $ 3,022,77 $ --
Equipment 1,223,572 1,031,849
Office furniture and equipment 161,223 121,404
Office and leasehold improvements 249,160 219,024
---------- ----------
4,656,727 1,372,277
Less: Accumulated depreciation and amortization 320,110 233,995
---------- ----------
$4,336,617 $1,138,282
========== ==========
</TABLE>
Depreciation and amortization expense, for property and equipment, for
the years ended June 30, 1997 and 1996 were $233,040 and $103,176,
respectively.
NOTE 9 - DUE FROM STOCKHOLDER
The Company has made unsecured advances to its' President (a principal
stockholder) requiring interest only payments at 6% per annum. The
balance at June 30, 1996 was $17,414 and by June 30, 1997 has been
repaid. Interest charged the stockholder for the years ended June 30,
1997 and 1996, was $891 and $12,530, respectively.
The Company also made unsecured advances to its former Chairman of the
Board of Directors (a principal stockholder) during the year ended June
30, 1997 requiring interest at 6% per annum. The balance at June 30,
1997 was $69,587. Interest charged to the stockholder for the year
ended June 30, 1997 was $3,460.
NOTE 10 - DUE FROM AFFILIATES
The Company has made non-interest bearing advances to Swissray Medical
GmbH, Willich, an affiliated sales company. The balance due to the
Company at June 30, 1996 was $166,384, which was written off in 1997.
F-27
<PAGE> 77
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 11 - ACCOUNTS RECEIVABLE - LONG-TERM
The Company sold merchandise to a customer in 1995. In June 1996, the
Company renegotiated payment terms with the customer and agreed that
the customer would pay the Company approximately $5,000 to $30,000 per
month based on usage of the merchandise for a period of 5 years. The
amount due the Company at June 30, 1997 and 1996 was $240,912 and
$1,038,693, respectively, after applying a discount for imputed
interest and a provision for doubtful collection in the total amount
of $814,178 and $300,000, respectively.
NOTE 12 - LICENSING AGREEMENT
The Company entered into a licensing agreement in June of 1995 with an
unaffiliated individual. The agreement is for an exclusive
field-of-use license within the United States and Canada to use the
proprietary information, including the patent rights, for certain
technology regarding the integration of computer technology with
diagnostic x-ray and radiology medical equipment through digital
imaging systems. The agreement required a fee of $5,000,000 consisting
of $1,200,000 in cash and 660,000 shares of the Company's common
stock. The cash payment requirement consisted of $900,000 upon the
signing of the agreement and the $300,000 balance due on December 31,
1996. The fee has been discounted at 7.5% for imputed interest of
$33,425 resulting in a net capitalized cost of $4,966,575. This
agreement is for an indefinite term or until all of the proprietary
information becomes public knowledge and the patent rights expire.
NOTE 13 - INVESTMENTS
The Company has made various investments which are recorded on the
equity method. These entities have operated at a loss in excess of
equity, therefore, the Company is carrying these investments as
follows:
<TABLE>
<CAPTION>
June 30, 1997 June 30, 1996
---------------------- -------------------
Ownership Carrying Carrying
% Cost Value Cost Value
--------- -------- -------- ------- -----
<S> <C> <C> <C> <C> <C>
Swissray SR Medical GmbH, Willich 34% $ 16,892 $-- $16,892 $--
Swissray Medical, s.r.o., Bratislaua 34% 6,757 -- 6,757 --
Swissray Medical s.r.o., Brno 34% 6,757 -- 6,757 --
Teleray s.r.o., Willich 49% 38,403 -- 28,362 --
Teleray s.r.o., Brno 34% 6,757 -- 6,757 --
Digitec GmbH, Neuss 20% 59,641 -- 11,484 --
-------- --- ------- ---
Total $135,207 $-- $77,009 $--
======== === ======= ===
</TABLE>
NOTE 14 - NOTES PAYABLE - BANK
The Company has negotiated a line-of-credit agreement with the Union
Bank of Switzerland dated July 16, 1996 for $376,310, based on the
exchange rate in effect on June 30, 1997, for borrowing availability
in excess of cash balances on deposit with the bank. Pending
renegotiation of the agreement, the bank is reducing the amount
available in excess of the cash on deposit with the bank by $102,630
per month until October of 1997.
The Company has also negotiated a line-of-credit agreement with the
Swiss Bank Corporation for $1,505,240, based on the exchange rate in
effect on June 30, 1997.
Swissray Empower, Inc., a subsidiary, has negotiated a line-of-credit
agreement with the State Bank of Long Island dated October 21, 1996
with a maximum borrowing base of $450,000 as of June 30, 1997. The
maximum borrowing base is reduced in the future by $25,000 per quarter
terminating on December 31, 2001.
F-28
<PAGE> 78
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 14 - NOTES PAYABLE - BANK (CONTINUED)
Notes payable are summarized as follows:
<TABLE>
<CAPTION>
June 30,
-----------------------------------
1997 1996
---------- ----------
<S> <C> <C>
Union Bank of Switzerland, due on
demand, with interest at 8% per annum,
collateralized by the cash on deposit at
Union Bank of Switzerland and accounts
receivable. Cash balances on deposit at
Union Bank of Switzerland at June 30,
1997 and 1996 were $2,805,747 and
$1,596,200, respectively. $1,421,075 $2,069,828
Swiss Bank Corporation, due on demand,
with interest at 5.25% per annum,
collaterized by the cash on deposit at
Swiss Bank Corporation and accounts
receivable. Cash balances on deposit at
Swiss Bank Corporation at June 30, 1997
were $106,007. 695,231 --
State Bank of Long Island, due on
demand, with interest at prime plus
2.25%, collateralized by the assets of
Swissray Empower, Inc. and guaranteed by
the Company. Total assets of Swissray
Empower, Inc. were $1,983,502 at June
30, 1997. 350,000 --
Cantonal Bank of Lucerne, on demand with
three months notice, with interest at
5.25% payable quarterly, collateralized
by the land and building. 1,368,400 --
---------- ----------
$3,834,706 $2,069,828
========== ==========
</TABLE>
NOTE 15 - LOAN PAYABLE
The Company has negotiated a 5% demand loan from a private foundation
fund. The loan balance payable at June 30, 1997 and 1996 was $133,008
and $156,254, respectively.
NOTE 16 - DUE TO STOCKHOLDERS AND OFFICERS
In June 1997, the President of the Company (a principal stockholder)
made non-interest bearing advances to the Company in the amount of
$5,862.
Prior to the acquisition of Empower, Inc., the president of Empower,
Inc. advanced that company funds for operating expenses at 8.25%
interest. As part of the acquisition, the Company agreed to continue
to pay this obligation. The balance due the stockholder of the Company
at June 30, 1997 was $112,013 including unpaid interest of $25,695.
Interest payable to the stockholder for the period from April 1, 1997
(date of acquisition) to June 30, 1997 was $2,315.
An officer of Swissray Corporation made non-interest bearing advances
to the subsidiary for operating expenses during 1997. The balance due
at June 30, 1997 was $21,951.
F-29
<PAGE> 79
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 17 - CONVERTIBLE DEBENTURES
Convertible debentures consist of the following:
<TABLE>
<CAPTION>
June 30,
---------------------------------
1997 1996
---------- ----------
<S> <C> <C>
Convertible promissory note dated April
28, 1997 and due April 28, 1998 with
interest at 6% per annum. The principle
shall be convertible into common shares
one year from the issue date of the note
at the lessor of eighty (80%) percent of
bid price or $2.50 per share on the date
of conversion. Interest due on the note
shall similarly be paid in common stock
at the time of conversion. $2,000,000 $--
Convertible promissory debenture dated
May 15, 1997 and due May 15, 2000 with
interest at 6% per annum. The debentures
are convertible into common shares at
any time after June 29, 1997 at a price
equal to 80% of the average closing bid
price for the five (5) trading days
preceding the date of conversion. Any
debenture not so converted is subject to
mandatory conversion on May 15, 2000. 2,000,000 --
Convertible promissory debenture dated
June 13, 1997 and due June 13, 2000 with
interest at 6% per annum. The debentures
are convertible into common shares at
any time after July 28, 1997 at a price
equal to 80% of the average closing bid
price for the five (5) trading days
preceding the date of conversion. Any
debenture not so converted is subject to
mandatory conversion on June 13, 2000. 2,000,000 --
---------- ---
$6,000,000 $--
========== ===
</TABLE>
F-30
<PAGE> 80
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 18 - LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
June 30,
--------------------
1997 1996
-------- --------
<S> <C> <C>
Note payable - Edward Coyne, in weekly
installments of $817, including
principal and interest at 8% per annum,
maturing on October 9, 2002 $182,617 $ --
Note payable - Thatcher Company of New
York, in monthly installments of $855,
including principal interest at 10.25%
per annum, maturing on October 3, 2001,
secured by various x-ray chemical mixing
machines 35,623 --
Note payable - Union Bank of
Switzerland, related to the acquisition
of equipment sold to a customer (see
Accounts Receivable - Long-Term), in
monthly installments of $12,589 with
imputed interest at 6.0%, expiring on
September 30, 2000 450,417 --
Capitalized leases related to the
acquisition of various computer and
office equipment in monthly installments
over periods ranging up to June 4, 2001
with interest imputed at rates ranging
from 9.1% to 28.3%. These leases are
secured by the specific equipment
leased 30,747 --
Note payable - Dr. Zeman-Wiegand Helga,
due on demand, requires interest only
payments at 7% per annum with no current
amortization required 68,420 87,070
Note payable - Carba, AG, due July 1,
1996, requiring interest only payments
at 6% per annum with no current
amortization required -- 293,426
Note payable - Carbamed-Ruegge
Reduktion, due July 1, 1996, requiring
interest only payments at 6% per annum
with no current amortization required -- 130,605
-------- --------
767,824 511,101
Less: Current portion 243,135 511,101
-------- --------
$524,689 $ --
======== ========
</TABLE>
F-31
<PAGE> 81
NOTE 18 - LONG-TERM DEBT (CONTINUED)
The aggregate long-term debt payment are as follows:
<TABLE>
<CAPTION>
Years Ending
June 30,
------------
<S> <C>
1998 $ 243,135
1999 180,834
2000 190,321
2001 99,889
2002 43,134
Thereafter 10,511
-----------
$ 767,824
===========
</TABLE>
NOTE 19 - COMMON STOCK
On March 12, 1997, the Company amended its certificate of
incorporation to change the number of authorized common shares from
15,000,000 to 30,000,000 of $.01 par value common shares.
The Company's outstanding shares of common stock of $.01 par value at
June 30, 1997 and 1996 were 19,694,433 and 14,185,064, respectively.
NOTE 20 - ISSUANCE OF COMMON STOCK FOR CASH
The Company issued 2,150,000 shares for $7,250,000 (includes 1,050,000
shares for $2,050,000 issued under stock option plan) for the year
ended June 30, 1996 and 5,358,759 shares for $7,117,337 (including
161,000 shares for $117,530 issued under stock option plan) for the
year ended June 30, 1997.
NOTE 21 - PENSION AND EMPLOYEE BENEFIT PLANS
The Swiss and Germany Subsidiaries, mandated by government
regulations, are required to contribute approximately five (5%)
percent of eligible, as defined, employees' salaries into a government
pension plan. The subsidiaries also contribute approximately five (5%)
percent of eligible employee salaries into a private pension plan.
Total contributions charged to operations for the years ended June 30,
1997 and 1996, were $274,009 and $198,722, respectively.
Effective March 1, 1992, Swissray Empower, Inc. (formerly Empower,
Inc.), a U.S. subsidiary, adopted a qualified 401(k) retirement plan
for the benefit of substantially all its employees. Under the plan,
employees can contribute and defer taxes on compensation contributed.
The subsidiary matches, within prescribed limits, the contributions of
the employees. The subsidiary also has the option to make an
additional contribution to the plan. The subsidiary's contribution to
the plan for the period April 1, 1997 (date of acquisition) to June
30, 1997 was $4,185.
Effective April 3, 1992, Swissray Empower, Inc. (formerly Empower,
Inc.), a U.S. subsidiary, adopted a "Section 125" employee benefits
plan, which is also referred to as a "Cafeteria" plan. The subsidiary
pays for approximately 85% of the employees' health coverage and the
employee pays approximately 15% of the cost of coverage. With the
implementation of the Cafeteria plan, the employees' payments for
coverage are on a pre-tax basis. A new employee has only a ninety (90)
day waiting period before he or she becomes eligible to participate in
the group insurance plan and the Cafeteria plan.
F-32
<PAGE> 82
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 22 - OTHER INCOME (EXPENSES)
<TABLE>
<CAPTION>
Year Ended June 30,
------------------------------
1997 1996
------------ -----------
<S> <C> <C>
Interest income $ 68,950 $ 131,166
Interest income - stockholder and officer 4,351 12,530
Foreign currency income 484,846 377,587
Miscellaneous income 6,833 512
Loss from investments (246,217) --
Interest expense (248,728) (193,930)
Interest expense - stockholder (2,315) --
Licensing income -- 482,138
------------ -----------
TOTAL OTHER INCOME (EXPENSES) $ 67,720 $ 810,003
============ ===========
</TABLE>
NOTE 23 - INCOME TAXES
Deferred income tax assets as of June 30, 1997 and 1996 of $6,020,961
and $2,947,792, respectively, as a result of net operating losses,
have been fully offset by a valuation allowance. The valuation
allowances have been established equal to the full amounts of the
deferred tax assets, as the Company is not assured that it is more
likely than not that these benefits will be realized.
A reconciliation between the statutory federal income tax rate (34%)
and the effective income tax rates based on continuing operations is
as follows:
<TABLE>
<CAPTION>
Year Ended June 30,
------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Statutory federal income tax (benefit) $(3,665,678) $(1,067,008)
State and foreign income tax 79,296 --
Foreign income tax (benefit) in
excess of domestic rate 509,203 (325,715)
Benefit not recognized on operating loss 114,233 --
Valuation allowance 3,073,169 1,028,075
------------ ------------
$ 110,223 $ (364,648)
============ ============
</TABLE>
Net operating loss carryforwards at June 30, 1997 were approximately
as follows:
<TABLE>
<S> <C> <C> <C>
United States (expiring through June 30, 2012) $ 9,100,000
Switzerland (expiring through June 30, 2007) 15,200,000
-----------
$24,300,000
===========
</TABLE>
The income tax related to the extraordinary gain on sale of marketable
securities was approximately $343,000 for the year ended June 30,
1996.
No income tax benefit has been recognized related to the extraordinary
loss incurred as a result of fire damage for the year ended June 30,
1997.
F-33
<PAGE> 83
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 24 - EXTRAORDINARY ITEMS
In June of 1996, the Company sold marketable securities for $962,500,
at a cost of $200,000, resulting in an extraordinary gain of $419,500
($.03 per share), net of income taxes of approximately $343,000.
On April 12, 1997, the Company sustained significant fire damage at a
leased production and office facility in Hochdorf, Switzerland,
resulting in an extraordinary loss, net of insurance proceeds, of
$387,514, net of income taxes of $-0-.
NOTE 25 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for the years ended June 30, 1997 and 1996, include
interest of $122,427 and $193,930, respectively, and income taxes of
$56,562 and $-0-, respectively.
For the year ended June 30, 1996 the Company received a note
receivable for $962,500 from the sale of marketable securities. No
cash was received.
NON-CASH OPERATING ACTIVITIES
In April of 1997, the Company issued options to an officer under the
1996 non-compensation stock option plan. The excess of the then quoted
market price over the option price has been recorded as additional
compensation amounting to $25,000.
The Company issued 70,610 shares of common stock in lieu of interest
payments due on convertible notes in the amount of $132,950.
NON-CASH INVESTING ACTIVITIES
On April 1, 1997, the Company acquired a subsidiary through the
issuance of 80,000 shares of common stock at the then quoted market
price of $120,000 ($1.50 per share). This transaction was accounted
for as a purchase.
NOTE 26 - STOCK OPTIONS
The Board of Directors, on January 30, 1996, adopted a non-statutory
stock option plan and reserved 3,000,000 shares for issuance to
eligible full and part-time employees, officers, directors and
consultants. Options are non-transferrable and are exercisable during
a term of not more than ten (10) years from the grant date. The
options are issuable in such amounts and at such prices as determined
by the Board of Directors, except that each option price of each grant
will not be less than twenty (20%) percent of the fair market value of
such shares on the date the options are granted.
The following table summarizes the non-statutory stock options
outstanding as of June 30, 1997.
<TABLE>
<CAPTION>
Price Per Options Options Options
Date Granted Share Granted Exercised Outstanding
------------ --------- -------- --------- -----------
<S> <C> <C> <C> <C>
March 11, 1996 $1.00 50,000 50,000 --
March 11, 1996 2.00 2,000,000 1,000,000 1,000,000
July 22, 1996 .73 200,000 151,000 49,000
January 24, 1997 4.00 125,000 -- 125,000
January 24, 1997 3.50 150,000 -- 150,000
April 4, 1997 1.00 50,000 -- 50,000
June 13, 1997 .73 270,000 10,000 260,000
--------- --------- ---------
2,845,000 1,211,000 1,634,000
========= ========= =========
</TABLE>
F-34
<PAGE> 84
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 26 - STOCK OPTIONS (CONTINUED)
The Company has also issued other stock options as follows:
<TABLE>
<CAPTION>
Price Per Options Options Options
Date Granted Share Granted Exercised Outstanding
------------ --------- ------- --------- -----------
<S> <C> <C> <C> <C>
September 20, 1995 $6.50 200,000 -- 200,000
June 8, 1996 5.00 100,000 -- 100,000
May 16, 1996 4.75 35,000 -- 35,000
-------- --------- -----------
335,000 -- 335,000
======== ========= ===========
</TABLE>
NOTE 27 - SIGNIFICANT CUSTOMER AND GEOGRAPHIC AREAS
The Company derives all of its' revenues from its subsidiaries located
in the United States, Switzerland and Germany. Sales by geographic
areas for the years ended June 30, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1997 1996
----------- ------------
<S> <C> <C>
United States $ 2,000,608 $ --
Switzerland 2,184,161 2,002,374
Germany 1,393,072 4,976,503
Other export sales 7,573,860 3,920,345
----------- -----------
$13,151,701 $10,899,222
=========== ===========
</TABLE>
The following summarizes customers sales in excess of 10% or more of
the total revenues for the years ended June 30, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
------------ ------------
Largest customers:
<S> <C> <C>
Sales $ 4,288,697 $ 4,499,893
Percentage 33% 41%
Number of customers 2 3
Single largest customer:
Sales $2,389,613 $1,603,631
Percentage 18% 15%
</TABLE>
The accounts receivable balance at June 30, 1997 from the two largest
customers amounted to approximately $1,150,800 representing
approximately 22% of total trade accounts receivable with the single
largest customer balance of approximately $835,700 representing
approximately 16% of total trade receivables. The accounts receivable
balance at June 30, 1996 from the three largest customers amounted to
approximately $1,650,000 representing approximately 48% of total trade
accounts receivable with the single largest customer balance of
approximately $1,500,000 representing approximately 44% of total trade
accounts receivable.
F-35
<PAGE> 85
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 27 - SIGNIFICANT CUSTOMER AND GEOGRAPHIC AREAS (CONTINUED)
The following summarizes operating profit (losses) before provision
for income tax by geographic areas for the years ended June 30, 1997
and 1996:
<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
United States $ (175,254) $ --
Switzerland (9,883,240) (2,612,087)
Germany (333,397) (63,673)
------------ -----------
$(10,391,891) $(2,675,760)
============ ===========
</TABLE>
The following summarizes identifiable assets by geographic area:
<TABLE>
<CAPTION>
June 30,
------------------------------
1997 1996
----------- -----------
<S> <C> <C>
United States $ 2,028,307 $ --
Switzerland 21,576,069 18,129,362
Germany 748,539 664,076
----------- -----------
$24,352,915 $18,793,438
=========== ===========
</TABLE>
NOTE 28 - COMMITMENTS
The Company leases various facilities and vehicles under operating
lease agreements expiring through September 2002. The Company has
excluded all vehicle leases in the schedule below because they are
deemed to be immaterial. The facilities lease agreements provide for a
base monthly payment of $20,767 per month. Rent expense for the years
ended June 30, 1997 and 1996 was $297,926 and $242,658, respectively.
Future minimum annual lease payments, based on the exchange rate in
effect on June 30, 1997, under the facilities lease agreements are as
follows:
<TABLE>
<CAPTION>
Year Ended
June 30,
----------
<S> <C>
1998 $249,212
1999 179,612
2000 165,512
2001 110,869
2002 98,525
Thereafter 24,631
</TABLE>
F-36
<PAGE> 86
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 28 - COMMITMENTS (CONTINUED)
On January 1, 1996, the Company entered into a long-term purchase
agreement with a major vendor to supply the camera module for a
product the Company sells. At June 30, 1997, future minimum payments
under this contract, which is cancelable with four months notice, are
as follows:
<TABLE>
<CAPTION>
Years Ending
June 30,
------------
<S> <C>
1998 $ 4,337,130
1999 5,250,210
2000 1,902,250
-----------
Total minimum contract payments $11,489,590
===========
</TABLE>
The Company's total purchases under this agreement was $1,534,646 for
the year ended June 30, 1997.
NOTE 29 - LITIGATION
On or about July 7, 1995, the Company commenced litigation against a
former officer and director of a corporate predecessor alleging
certain improprieties on the part of such officer and seeking monetary
compensation as a result thereof. Such defendant responded (in
September 1995) by filing certain affirmative defenses and
counterclaims against the Company and others and subsequently brought
(together with certain of his family members) an action against the
Company in the same court which action raised issues and claims
substantially similar to those raised in the aforesaid counterclaims.
The two actions were assigned to the same judge and the Company moved
successfully to dismiss both the counterclaims and the second action.
Leave to replead both claims were granted and amended counterclaims
and an amended complaint were served and filed and the Company again
successfully moved to dismiss both pleadings. Following the most
recent dismissal, counsel for the Company and the aforesaid former
officer entered into settlement discussions. Both the Company and
defendant have agreed to dismiss all claims and counter claims against
each other, and are awaiting for formal written releases to be
executed.
NOTE 30 - SUBSEQUENT EVENTS
In July, 1997, 110,000 non-statutory stock options were exercised for
$80,300 ($.73 per share).
On July 31, 1997, the Company issued $4,262,500 of 7% convertible
debentures in exchange for $4,262,500 (including interest of $262,500)
of 6% convertible debentures dated May 15, 1997 and June 13, 1997.
(See Convertible Debentures.) The Company did not receive any cash
proceeds from this transaction. The debentures, due July 31, 2000, are
convertible into common shares at any time after September 14, 1997 at
a price equal to 80% of the average closing bid price for the five (5)
trading days preceding the date of conversion. Any debenture not so
converted is subject to mandatory conversion on July 31, 2000.
In August, 1997, the Company issued $5,000,000 of convertible
debentures due August 2000 with interest at 6% per annum. The
debentures are convertible into common shares at any time after 45
days from the date of issuance at a price equal to 80% of the average
closing bid price for the five (5) trading days preceding the date of
conversion. Any debenture not so converted is subject to mandatory
conversion in August, 2000. The Company received cash proceeds of
$4,293,750, net of related costs of $706,250.
F-37
<PAGE> 87
SWISSRAY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
NOTE 31 - UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
The following unaudited proforma condensed combined statements of
operations for the years ended June 30, 1997 and 1996 give retroactive
effect of the acquisition of Empower, Inc. on April 1, 1997, which has
been accounted for as a purchase. The unaudited proforma condensed
combined statements of operations give retroactive effect to the
foregoing transaction as if it had occurred at the beginning of each
year presented. The proforma statements do not purport to represent
what the Company's results of operations would actually have been if
the foregoing transactions had actually been consummated on such dates
or project the Company's results of operations for any future period
or date.
The proforma statements should be read in conjunction with the
historical financial statements and notes thereto.
SWISSRAY INTERNATIONAL, INC.
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Swissray Proforma
International, Inc. Empower, Inc. Adjustments As Adjusted
------------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $10,899,222 $8,813,949 $ -- $ 9,903,871
Income (loss) before
extraordinary
items $(2,311,112) $ 30,536 $(36,000)(1) $(2,244,576)
Net income (loss) $(1,891,612) $ 30,536 $(36,000)(1) $(1,897,076)
Loss per share $(.15)
Weighted average number
of shares outstanding 13,054,749
</TABLE>
SWISSRAY INTERNATIONAL, INC
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Revenues $11,133,745 $8,071,824 $ -- $ 19,205,569
Loss before
extraordinary
items $(10,434,180) $ (235,736) $(36,000)(1) $(10,705,916)
Net loss $(10,821,694) $ (235,736) $(36,000)(1) $(11,093,430)
Loss per share $(.69)
Weighted average number
of shares 15,877,571
</TABLE>
(1) Adjustment to record amortization of goodwill
F-38
<PAGE> 88
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............................................................................................ 2
Prospectus Summary............................................................................................... 3
Risk Factors..................................................................................................... 7
The Company......................................................................................................12
Determination of Offering Price..................................................................................12
Use of Proceeds..................................................................................................13
Market Prices and Dividend Policy................................................................................14
Capitalization...................................................................................................15
Dilution.........................................................................................................16
Selected Consolidated Financial Data.............................................................................16
Management's Discussion and Analysis Of Financial Condition and Results of Operations............................20
Business.........................................................................................................24
Management.......................................................................................................33
Stock Options Granted in 1997....................................................................................35
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values.................................36
Principal Stockholders...........................................................................................38
Certain Transactions.............................................................................................39
Selling Holders and Plan of Distribution.........................................................................39
Description of Capital Stock.....................................................................................41
Independent Auditors.............................................................................................44
Legal Matters....................................................................................................44
Index to Consolidated Financial Statements.......................................................................45
</TABLE>
------------------
47
<PAGE> 89
_______________________________________________________________________________
SWISSRAY INTERNATIONAL, INC.
5,000,000 SHARES OF
COMMON STOCK
________________________________________________________________________________
PROSPECTUS
________________________________________________________________________________
_____________, 1997
-46-
<PAGE> 90
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SECURITIES AND EXCHANGE COMMISSION REGISTRATION
FEE $2,175.00
PRINTING EXPENSES......................................... *
ACCOUNTING FEES AND EXPENSES.............................. *
LEGAL FEES AND EXPENSES................................... *
TRANSFER AGENT AND REGISTRATION FEES...................... *
BLUE SKY FEES AND EXPENSES................................ *
MISCELLANEOUS EXPENSES.................................... *
---------------------------------------------------------- --------
$ *
=========
</TABLE>
- ------------------
* TO BE COMPLETED BY AMENDMENT.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 of the New York Business Corporation Law provides that the
indemnification and advancement of expenses of directors and officers may be
provided by the certificate of incorporation or by-laws of a corporation, or
when authorized by the certificate of incorporation or by-laws, a resolution of
shareholders, a resolution of directors or an agreement providing for
indemnification (except in cases where a judgment or other final adjudication
establishes that such acts were committed in bad faith or were the result of
active or deliberate dishonesty and were material to the cause of action so
adjudicated or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled).
Section 722 of the New York Business Corporation Law provides that a
corporation may indemnify any person, made, or threatened to be made, a party of
an action or proceeding other than one by or in the right of the corporation to
procure a judgment in its favor, whether civil or criminal, including an action
by or in the right of any other corporation, partnership, joint venture, trust,
employee benefit plan or other entity which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he was a director or officer of the corporation or served such
other corporation, partnership, joint venture, trust, employee benefit plan or
other entity in any other capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or in the case of
service for any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of the
corporation and, in criminal acts or proceedings, in addition, had no reasonable
cause to believe that his conduct was unlawful.
Section 722 of the New York Business Corporation Law also states that a
corporation may indemnify any person made, or threatened to be made, a party to
an action by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director or officer of the
corporation or any other corporation, partnership, joint venture, trust,
employee benefit plan or other entity at the request of the corporation,
II- 1
<PAGE> 91
against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action, or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or in
the case of service for any other corporation, partnership, joint venture,
employee benefit plan or other entity, not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect to a
threatened or pending action which is settled or otherwise disposed of, or any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, unless the court determines the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.
Section 726 of the New York Business Corporation Law provides that a
corporation shall have the power to purchase and maintain insurance for
indemnification of directors and officers. However, no insurance may provide for
any payment, other than cost of defense, to or on behalf of any director or
officer for a judgment or a final adjudication adverse to the insured director
or officer if (i) a judgment or other final adjudication establishes that his
acts of active and deliberate dishonesty were material to the cause of action
adjudicated or that he personally gained a financial profit or other advantage
to which he was not legally entitled or (ii) if prohibited under the insurance
law of New York.
Section 724 of the New York Business Corporation Law provides that
indemnification shall be awarded by a court to the extent authorized under
Sections 722 and 723 (a) of the New York Business Corporation Law
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary resolution of the board or of the shareholders.
The By-Laws of the Registrant provide for indemnification as follows:
(a) Any person made a party to any action, suit or proceeding, by
reason of the fact that he, his testator or intestate representative is or was a
director, officer or employee of the Corporation, or of any Corporation in which
he served as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding, or in connection with any appeal therein that such officer, director
or employee is liable for negligence or misconduct in the performance of his
duties.
(b) The foregoing right of indemnification shall not be deemed
exclusive of any other rights to which any officer or director or employee may
be entitled apart from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors except that in any case where
there is no disinterested majority of the Board available, the amount shall be
fixed by arbitration pursuant to the then existing rules of the American
Arbitration Association.
The Certificate of Incorporation of the Registrant, as amended
provides for indemnification as follows:
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for any breach of duty in such
capacity, provided that nothing contained in this Article shall eliminate or
limit the liability of any director if a judgment or final adjudication adverse
to him establishes that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law to which he was not legally
entitled or that his acts violated Section 719 of the New York Business
Corporation Law.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On May 20, 1995, the Registrant issued 1,000,000 shares of Common
Stock to non-U.S. persons in reliance on Regulation S promulgated under the
Securities Act for an aggregate consideration of $4,250,000. Placement agents
were Interfinance Investment Co., Ltd., Berkshire Capital Management Corp. and
Rolcan Finance Ltd. Net proceeds received by the Company after costs related to
the financing were $4,000,000.
On December 10, 1995, the Registrant issued 1,000,000 shares of Common
Stock to non-U.S. persons in reliance on Regulation S. Placement agent was
Berkshire Capital Management Corp. Net proceeds received by the Company were
$4,500,000.
On December 13, 1996, the Registrant issued $3,800,000 aggregate
principal amount of convertible debentures to non-U.S. persons in reliance on
Regulation S. The convertible debentures were convertible into shares of Common
Stock at a conversion price equal to 81% of the average closing bid price for
the five trading days preceding the date of conversion. Any convertible
debentures not so converted are subject to mandatory conversion by the
Registrant on the 36th monthly anniversary of the date of issuance of the
convertible debentures. The Registrant received net proceeds of $2,774,000.
On January 10, 1997, the Registrant issued $3,500,000 aggregate
principal amount of convertible debentures to non-U.S. persons in reliance on
Regulation S. Placement agent was IS-Targas Trading Ltd. Such convertible
debentures were convertible into shares of Common Stock at a conversion price
equal to 81% of the average closing bid price for the five trading days
preceding the date of conversion. Any convertible debentures not so converted
are subject to mandatory conversion by the Registrant on the 36th monthly
anniversary of the date of issuance of the convertible debentures. Net proceeds
received by the Registrant were $3,085,000.
On March 5, 1997, the Registrant issued 1,000,000 shares of Common
Stock for an aggregate price of $2,000,000 to non-U.S. persons in reliance on
Regulation S under the Securities Act. The placement agent for such shares was
Rolcan Finance Ltd. The Registrant received net proceeds of $1,925,000.
On April 28, 1997, the Registrant issued $2,000,000 aggregate principal
amount of convertible debentures, which are convertible into shares of Common
Stock of the Registrant at any time after a period of 12 months at a conversion
price equal to the higher of 80% of the average closing bid price on the date
of conversion or $2.50 per share. Any convertible debentures not so converted
are subject to mandatory conversion by the Registrant on the 24th monthly
anniversary of the date of issuance of such convertible debentures. The
Registrant received net proceeds of $1,822,500.
On each of May 15, 1997 and June 15, 1997, the Registrant issued
$2,000,000 principal amount of 6% convertible debentures convertible into Common
Stock on terms similar to those of the above mentioned issuance to accredited
investors as defined in Rule 501(a) of Regulation D. Placement agent for such
convertible debentures was Rolcan Finance Ltd. The aggregate offering price for
such convertible debentures was $4,000,000. After deducting underwriting
discounts, commissions and escrow fees in the aggregate amount of $528,610, the
Registrant received an aggregate net amount of $3,458,890. Such convertible
debentures were refinanced on July 31, 1997, with the proceeds of $4,262,500
principal amount of convertible debentures issued to non-U.S. persons under
Regulation S.
On July 31, 1997, the Registrant issued $4,262,500 of 7% convertible
debentures. The proceeds of such issuance were used to refinance $4,000,000
principal amount of 6% convertible debentures dated May 15, 1997 and
II- 2
<PAGE> 92
June 13, 1997 plus interest. The Registrant did not receive any cash proceeds
from this transaction. Such convertible debentures, due July 31, 2000, are
convertible into shares of Common Stock at any time after September 14, 1997 at
a price equal to 80% of the average closing bid price for the five (5) trading
days preceding the date of conversion. Any such debentures not so converted are
subject to mandatory conversion on July 31, 2000.
On August 19, 1997, the Registrant issued $5,000,000 aggregate
principal amount of 6% convertible debentures (the "Convertible Debentures"),
convertible into Common Stock of the Registrant. Placement Agent for such
convertible debenture was Rolcan Finance Ltd. The aggregate offering price of
the Convertible Debentures was $5,000,000. After deducting underwriting
discounts, commissions and escrow fees in the aggregate amount of $681,250 the
Registrant received a net amount of $4,318,750. All Convertible Debentures were
issued to accredited investors as defined in Rule 501(a) of Regulation D
promulgated under the Act ("Regulation D") and the Company has received written
representations from each investor to that effect. Fifty percent of the face
amount of the Convertible Debentures are convertible into shares of Common Stock
of the Registrant at any time after November 3, 1997 and the remaining 50% of
the face value of the Convertible Debentures are convertible into shares of
Common Stock of the Registrant after December 3, 1997, in each case at a
conversion price equal to 80% of the average closing bid price for the five
trading days preceding the date of conversion. Any Convertible Debentures not so
converted are subject to mandatory conversion by the Registrant on the 36th
monthly anniversary of the date of issuance of the Convertible Debentures.
Exhibit No. Description
- ----------- -----------
2.1 Acquisition Agreement, dated May 1995, by and between
Registrant, a New York corporation (now Swissray
International, Inc.); Berkshire International Finance,
Inc., SR-Medical AG (a Swiss corporation), Teleray AG (a
Swiss corporation) and others (Incorporated by reference to
Exhibit 6(a) of the Registrant's Registration Statement on
Form 10SB, Registration No . 0-26972, effective February
14, 1996).
2.2 Exchange Agreement, dated as of November 22, 1996 by and
between the Registrant and Douglas Maxwell ("Maxwell");
Registration Rights Agreement, dated as of March 13, 1997,
between the Registrant and Maxwell; Assignment and
Assumption Agreement, dated March 13, 1997, between the
Registrant and Maxwell; Option Agreement, dated January
24, 1997, granting options for 125,000 shares of the
Registrant to Maxwell (Incorporated by reference to
Exhibit 2.2 of the Registrant's Annual Report for the
fiscal year ended June 30, 1997 on Form 10-KSB filed on
September 30, 1997).
3.1 Registrant's Certificate of Incorporation, dated December
20, 1967 (Incorporated by reference to Exhibit 2(a) of the
Registrant's Registration Statement on Form 10SB,
Registration No. 0- 26972, effective February 14, 1996).
3.2 Amendment to Registrant's Certificate of Incorporation,
dated September 19, 1968 (Incorporated by reference to
Exhibit 2(b) of the Registrant's Registration Statement on
Form 10SB, Registration No. 0-26972, effective February 14,
1996).
3.3 Amendment to Registrant's Certificate of Incorporation,
dated September 8, 1972 (Incorporated by reference to
Exhibit 2(c) of the Registrant's Registration Statement on
Form 10SB, Registration No. 0-26972, effective February 14,
1996).
3.4 Amendment to Registrant's Certificate of Incorporation,
dated October 30, 1981 (Incorporated by reference to
Exhibit 2(d) of the Registrant's Registration Statement on
Form 10SB, Registration No. 0-26972, effective February 14,
1996).
II- 3
<PAGE> 93
3.5 Certificate of Merger of Direct Marketing Services, Inc.
and CGS Units Incorporated into CGS Units Incorporated,
dated June 16, 1994 (Incorporated by reference to Exhibit
2(e) of the Registrant's Registration Statement on Form
10SB, Registration No. 0-26972, effective February 14,
1996).
3.6 Amendment to Registrant's Certificate of Incorporation,
dated August 10, 1994 (Incorporated by reference to Exhibit
3.6 of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
3.7 Certificate of Correction of Certificate of Merger of
Direct Marketing Services, Inc. and CGS Units Incorporated
into CGS Units Incorporated, filed August 5, 1994
(Incorporated by reference to Exhibit 2(f) of the
Registrant's Registration Statement on Form 10SB,
Registration No. 0-26972, effective February 14, 1996).
3.8 Amendment to Registrant's Certificate of Incorporation,
dated May 24, 1995 (Incorporated by reference to Exhibit
2(g) of the Registrant's Registration Statement on Form
10SB, Registration No. 0-26972, effective February 14,
1996)
3.9 Amendment to Registrant's Certificate of Incorporation,
dated August 29, 1996 (Incorporated by reference to Exhibit
3.9 of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
3.10 Amendment to Registrant's Certificate of Incorporation,
dated December 13, 1996 (Incorporated by reference to
Exhibit 3.10 of Registrant's Annual Report for the fiscal
year ended June 30, 1997 on Form 10-KSB, filed September
30, 1997).
3.11 Amendment to Registrant's Certificate of Incorporation,
dated March 12, 1997 (Incorporated by reference to Exhibit
3.11 of Registrant's Annual Report for the fiscal year
ended June 30, 1997 on Form 10-KSB, filed September 30,
1997).
3.12 Registrant's By-Laws (Incorporated by reference to Exhibit
2 (h) of the Registrant's Registration Statement on Form
10SB, Registration No. 0-26972, effective February 14,
1996).
5.1 Opinion of Morgan, Lewis & Bockius LLP, counsel to the
Registrant*/
10.1 License Agreement, dated June 24, 1995, by and between the
Registrant and Hans-Jurgen Behrendt (Incorporated by
reference to Exhibit 6(b) of Registrant's Registration
Statement on Form 10SB, Registration No. 0-26972, effective
February 14, 1996)
10.2 1996 Swissray International Corporation, Inc. Non-Statutory
Stock Option Plan.
10.3 Agreement, dated June 11, 1996 between the Registrant and
Philips Medical Systems (Incorporated by reference to
Exhibit 10.3 of Registrant's Annual Report for the fiscal
year ended June 30, 1997 on Form 10-KSB, filed September
30, 1997).
- --------
*/ To be filed by amendment.
II- 4
<PAGE> 94
10.4 License Agreement, dated as of July 18, 1997, by and
between the Registrant and Agfa-Gevaert N.V., certain
portions of which are filed under a request for
confidential treatment pursuant to Rule 24b-2 promulgated
pursuant to the Securities Exchange Act of 1934, as
amended, and Rule 80(b)(4) of Organization; Conduct and
Ethics; and Information and Requests adopted under the
Freedom of Information Act, under Rule 406 of the
Securities Act of 1933, as amended, and the Freedom of
Information Act (Incorporated by reference to Exhibit 10.4
of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
10.5 Agreement, dated July 14, 1995, by and between Teleray AG
and Optische Werke G. Roderstock, certain portions of which
are filed under a request for confidential treatment
pursuant to Rule 24b-2 promulgated pursuant to the
Securities Exchange Act of 1934, as amended, and Rule
80(b)(4) of Organization; Conduct and Ethics; and
Information and Requests adopted under the Freedom of
Information Act, under Rule 406 of the Securities Act of
1933, as amended, and the Freedom of Information Act
(Incorporated by reference to Exhibit 10.5 of Registrant's
Annual Report for the fiscal year ended June 30, 1997 on
Form 10-KSB, filed September 30, 1997).
10.6 Agreement, dated as of June 30, 1997, between the
Registrant and Ruedi G. Laupper.
21.1 List of Subsidiaries (Incorporated by reference to Exhibit
21 of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
23.1 Consent of Bederson & Company LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
27 FINANCIAL STATEMENT SCHEDULE
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration
Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
II- 5
<PAGE> 95
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price, set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-offering amendment
any of the securities being registered which remain unsold at the termination of
the offering.
1. SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on October 20, 1997.
SWISSRAY INTERNATIONAL, INC.
By: /s/ Ruedi G. Laupper
----------------------
Name: Ruedi G. Laupper
Title: Chairman of the Board of
Directors, President &
Chief Executive Officer
II- 6
<PAGE> 96
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ruedi G. Laupper Chairman of the Board of Dated: October 20, 1997
- -------------------- Directors, President & Chief
Reudi G. Laupper Executive Officer
/s/ Josef Laupper Secretary, Treasurer and a Director Dated: October 20, 1997
- -----------------
Josef Laupper
/s/ Herbert Laubscher Chief Financial Officer Dated: October 20, 1997
- ---------------------
Herbert Laubscher
/s/ Ueli Laupper Vice President and a Director Dated: October 20, 1997
- ----------------
Ueli Laupper
/s/ Dr. Erwin Zimmerli Director Dated: October 20, 1997
- ----------------------
Dr. Erwin Zimmerli
</TABLE>
II- 7
<PAGE> 97
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Acquisition Agreement, dated May 1995, by and between
Registrant, a New York corporation (now Swissray
International, Inc.); Berkshire International Finance,
Inc., SR-Medical AG (a Swiss corporation), Teleray AG (a
Swiss corporation) and others (Incorporated by reference to
Exhibit 6(a) of the Registrant's Registration Statement on
Form 10SB, Registration No . 0-26972, effective February
14, 1996).
2.2 Exchange Agreement, dated as of November 22, 1996 by and
between the Registrant and Maxwell; Registration Rights
Agreement, dated as of March 13, 1997, between the
Registrant and Maxwell; Assignment and Assumption
Agreement, dated March 13, 1997, between the Registrant and
Maxwell; Option Agreement, dated January 24, 1997, granting
options for 125,000 shares of the Registrant to Maxwell
(Incorporated by reference to Exhibit 2.2 of the
Registrant's Annual Report for the fiscal year ended June
30, 1997 on Form 10-KSB filed on September 30, 1997).
3.1 Registrant's Certificate of Incorporation, dated December
20, 1967 (Incorporated by reference to Exhibit 2(a) of the
Registrant's Registration Statement on Form 10SB,
Registration No. 0- 26972, effective February 14, 1996).
3.2 Amendment to Registrant's Certificate of Incorporation,
dated September 19, 1968 (Incorporated by reference to
Exhibit 2(b) of the Registrant's Registration Statement on
Form 10SB, Registration No. 0-26972, effective February 14,
1996).
3.3 Amendment to Registrant's Certificate of Incorporation,
dated September 8, 1972 (Incorporated by reference to
Exhibit 2(c) of the Registrant's Registration Statement on
Form 10SB, Registration No. 0-26972, effective February 14,
1996).
3.4 Amendment to Registrant's Certificate of Incorporation,
dated October 30, 1981 (Incorporated by reference to
Exhibit 2(d) of the Registrant's Registration Statement on
Form 10SB, Registration No. 0-26972, effective February 14,
1996).
<PAGE> 98
3.5 Certificate of Merger of Direct Marketing Services, Inc.
and CGS Units Incorporated into CGS Units Incorporated,
dated June 16, 1994 (Incorporated by reference to Exhibit
2(e) of the Registrant's Registration Statement on Form
10SB, Registration No. 0-26972, effective February 14,
1996).
3.6 Amendment to Registrant's Certificate of Incorporation,
dated August 10, 1994 (Incorporated by reference to Exhibit
3.6 of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
3.7 Certificate of Correction of Certificate of Merger of
Direct Marketing Services, Inc. and CGS Units Incorporated
into CGS Units Incorporated, filed August 5, 1994
(Incorporated by reference to Exhibit 2(f) of the
Registrant's Registration Statement on Form 10SB,
Registration No. 0-26972, effective February 14, 1996).
3.8 Amendment to Registrant's Certificate of Incorporation,
dated May 24, 1995 (Incorporated by reference to Exhibit
2(g) of the Registrant's Registration Statement on Form
10SB, Registration No. 0-26972, effective February 14,
1996)
3.9 Amendment to Registrant's Certificate of Incorporation,
dated August 29, 1996 (Incorporated by reference to Exhibit
3.9 of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
3.10 Amendment to Registrant's Certificate of Incorporation,
dated December 13, 1996 (Incorporated by reference to
Exhibit 3.10 of Registrant's Annual Report for the fiscal
year ended June 30, 1997 on Form 10-KSB, filed September
30, 1997).
3.11 Amendment to Registrant's Certificate of Incorporation,
dated March 12, 1997 (Incorporated by reference to Exhibit
3.11 of Registrant's Annual Report for the fiscal year
ended June 30, 1997 on Form 10-KSB, filed September 30,
1997).
3.12 Registrant's By-Laws (Incorporated by reference to Exhibit
2 (h) of the Registrant's Registration Statement on Form
10SB, Registration No. 0-26972, effective February 14,
1996).
5.1 Opinion of Morgan, Lewis & Bockius LLP, counsel to the
Registrant*/
10.1 License Agreement, dated June 24, 1995, by and between the
Registrant and Hans-Jurgen Behrendt (Incorporated by
reference to Exhibit 6(b) of Registrant's Registration
Statement on Form 10SB, Registration No. 0-26972, effective
February 14, 1996)
10.2 1996 Swissray International Corporation, Inc. Non-Statutory
Stock Option Plan.
10.3 Agreement, dated June 11, 1996 between the Registrant and
Philips Medical Systems (Incorporated by reference to
Exhibit 10.3 of Registrant's Annual Report for the fiscal
year ended June 30, 1997 on Form 10-KSB, filed September
30, 1997).
- --------
*/ To be filed by amendment.
<PAGE> 99
10.4 License Agreement, dated as of July 18, 1997, by and
between the Registrant and Agfa-Gevaert N.V., certain
portions of which are filed under a request for
confidential treatment pursuant to Rule 24b-2 promulgated
pursuant to the Securities Exchange Act of 1934, as
amended, and Rule 80(b)(4) of Organization; Conduct and
Ethics; and Information and Requests adopted under the
Freedom of Information Act, under Rule 406 of the
Securities Act of 1933, as amended, and the Freedom of
Information Act (Incorporated by reference to Exhibit 10.4
of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
10.5 Agreement, dated July 14, 1995, by and between Teleray AG
and Optische Werke G. Roderstock, certain portions of which
are filed under a request for confidential treatment
pursuant to Rule 24b-2 promulgated pursuant to the
Securities Exchange Act of 1934, as amended, and Rule
80(b)(4) of Organization; Conduct and Ethics; and
Information and Requests adopted under the Freedom of
Information Act, under Rule 406 of the Securities Act of
1933, as amended, and the Freedom of Information Act
(Incorporated by reference to Exhibit 10.5 of Registrant's
Annual Report for the fiscal year ended June 30, 1997 on
Form 10-KSB, filed September 30, 1997).
10.6 Agreement, dated as of June 30, 1997, between the
Registrant and Ruedi G. Laupper.
21.1 List of Subsidiaries (Incorporated by reference to Exhibit
21 of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
23.1 Consent of Bederson & Company LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
27 FINANCIAL STATEMENT SCHEDULES
<PAGE> 1
Exhibit 10.2
SWISSRAY INTERNATIONAL, INC.
1996 NON-STATUTORY STOCK OPTION PLAN
1. PURPOSE OF THIS PLAN.
This Non-Statutory Stock Option Plan (the "Plan") is intended as an
employment incentive, to aid in attracting and retaining in the employ or
service of SWISSRAY International, Inc. (the "Company"), a New York corporation,
and any Affiliated Corporation, persons of experience and ability and whose
services are considered valuable, to encourage the sense of proprietorship in
such persons, and to stimulate the active interest of such persons in the
development and success of the Company. This Plan provides for the issuance of
non-statutory stock options ("NSOs" or "Options") which are not intended to
qualify as "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. ADMINISTRATION OF THIS PLAN.
The Company's Board of Directors ("Board") may appoint and maintain as
administrator of this Plan the Compensation Committee (the "Committee") of the
Board which shall consist of at least three members of the Board which shall
consist of at least three members of the Board. Until such time as the Committee
is duly constituted, the Board itself shall have and fulfill the duties herein
allocated to the Committee. The Committee shall have full power and authority to
designate Plan participants, to determine the provisions and terms of respective
NSOs (which need not be identical as to number of shares covered by any NSO, the
method of exercise as related to exercise in whole or in installments, or
otherwise), including the NSO price, and to interpret the provisions and
supervise the administration of this Plan. The Committee may, in its discretion,
provide that certain NSOs not vest (that is, become exercisable) until
expiration of a certain period after issuance or until other conditions are
satisfied, so long as not contrary to this Plan.
A majority of the members of the Committee shall constitute a quorum.
All decisions and selections shall be made by a majority of its members. Any
decision reduced to writing and signed by all of the members shall be fully
effective as if it had been made by a majority at a meeting duly held. The
Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it deems advisable. If at any time the
Board shall consist of seven or more members, then the Board may amend this Plan
to provide that the Committee shall consist only of Board members who shall not
have been eligible to participate in this Plan (or similar stock or stock option
plan) of the Company or its affiliates at any time within one year prior to
appointment to the Committee.
All NSOs granted under this Plan are subject to, and may not be
exercised before, the approval of this Plan by the holders of a majority of the
Company's outstanding shares, and if such approval is not obtained, all NSOs
previously granted shall be void. Each NSO shall be evidenced by a written
agreement containing terms and conditions established by the Committee with the
provisions of this Plan.
3. DESIGNATION OF PARTICIPANTS.
The persons eligible for participation in this Plan as recipients of
NSOs shall include full-time and part-time employees (as determined by the
Committee) and officers of the Company or of an Affiliated Corporation. In
addition, directors of the Company or any Affiliated Corporation who are not
employees of the Company or an Affiliated Corporation and any attorney,
consultant or other adviser to the Company or any Affiliated Corporation shall
be eligible to participate in this Plan. For all purposes of this Plan, any
director who is not also a common law employee and is granted an option under
this Plan shall be considered an "employee" until the effective date of the
director's resignation of removal from the Board of Directors, including removal
due to death or disability.
<PAGE> 2
The Committee shall have full power to designate, from among eligible
individuals, the persons to whom NSOs may be granted. A person who has been
granted an NSO hereunder may be granted an additional NSO or NSOs, if the
Committee shall so determine. The granting of an NSO shall not be construed as a
contract of employment or as entitling the recipient thereof to any rights of
continued employment.
4. STOCK RESERVED FOR THIS PLAN.
Subject to adjustment as provided in Paragraph 9 below, a total of
3,000,000* shares of Common Stock ("Stock"), of the Company shall be subject to
this Plan. The Stock subject to this Plan shall consist of unissued shares or
previously issued shares reacquired and held by the Company or any Affiliated
Corporation, and such amount of shares shall be and is hereby reserved for sale
for such purpose. Any of such shares which may remain unsold and which are not
subject to outstanding NSOs at the termination of this Plan shall cease to be
reserved for the purpose of this Plan, but until termination of this Plan, the
Company shall at all times reserve a sufficient number of shares to meet the
requirements of this Plan. Should any NSO expire or be canceled prior to its
exercise in full, the unexercised shares theretofore subject to such NSO may
again be subjected to an NSO under this Plan.
5. OPTION PRICE.
The purchase price of each share of Stock placed under NSO shall not be
less than twenty percent (20%) of the fair market value of such share on the
date the NSO is granted. The fair market value of a share on a particular date
shall be deemed to be the average of either (i) the highest and lowest prices at
which shares were sold on the date of grant, if traded on a national securities
exchange, (ii) the high and low prices reported in the consolidated reporting
system, if traded on a "last sale reported" system, such as NASDAQ, for over the
counter securities, or (iii) the high bid and high asked for other
over-the-counter securities. If no transactions in the Stock occur on the date
of grant, the fair market value shall be determined as of the next earliest day
for which reports or quotations are available. If the common shares are not then
quoted on any exchange or in any quotation medium at the time the option is
granted, then the Board of Directors or Committee will use its discretion in
selecting a good faith value believed to represent fair market value based on
factors then known to them. The cash proceeds from the sale of Stock are to be
added to the general funds of the Company.
6. EXERCISE PERIOD.
a. The NSO exercise period shall be a term of not more than ten (10)
years from the date of granting of each NSO and shall automatically terminate:
i. Upon termination of the optionee's employment with the
Company for cause;
ii. At the expiration of twelve (12) months from the date of
termination of the optionee's employment with the Company for any reason other
than death, without cause; provided, that if the optionee dies within such
twelve-month period, subclause (iii) below shall apply; or
iii. At the expiration of fifteen (15) months after the date
of death of the optionee.
b. "Employment with the Company" as used in this Plan shall include
employment with any Affiliated Corporation, and NSOs granted under this Plan
shall not be affected by an employee's transfer of employment among the Company
and any Parent or Subsidiary thereof. An optionee's employment with the Company
shall not be deemed interrupted or terminated by a bona fide leave of absence
(such as sabbatical leave or employment by the Government) duly approved,
military leave, maternity leave or sick leave.
7. EXERCISE OF OPTIONS.
2
<PAGE> 3
a. The Committee, in granting NSOs, shall have discretion to determine
the terms upon which NSOs shall be exercisable, subject to applicable provisions
of this Plan. Once available for purchase, unpurchased shares of Stock shall
remain subject to purchase until the NSO empires or terminates in accordance
with Paragraph 6 above. Unless otherwise provided in the NSO, an NSO may be
exercised in whole or in part, one or more times, but no NSO may be exercised
for a fractional share of Stock.
b. NSOs may be exercised solely be the optionee during his lifetime, or
after his death (with respect to the number of shares which the optionee could
have purchased at the time of death) by the person or persons entitled thereto
under the decedent's will or the laws of descent and distribution.
c. The purchase price of the shares of Stock as to which an NSO is
exercised shall be paid in full at the time of exercise and no shares of Stock
shall be issued until full payment is made therefor. Payment shall be made
either (i) in cash, represented by bank or cashier's check, certified check or
money order (ii) in lieu of payment for bona fide services rendered, and such
services were not in connection with the offer or sale of securities in a
capital raising transaction, (iii) by delivering shares of the Company's Common
Stock which have been beneficially owned by the optionee, the optionee's spouse,
or both of them for a period of at least six (6) months prior to the time of
exercise (the "Delivered Stock") in a number equal to the number of shares of
Stock being purchased upon exercise of the NSO or (iv) by delivery of shares of
corporate stock which are freely tradeable without restriction and which are
part of a class of securities which has been listed for trading on the NASDAQ
system or a national securities exchange, with an aggregate fair market value
equal to or greater than the exercise price of the shares of Stock being
purchased under the NSO, or (v) a combination of cash, services, Delivered Stock
or other corporate shares. An NSO shall be deemed exercised when written notice
thereof, accompanied by the appropriate payment in full, is received by the
Company. No holder of an NSO shall be, or have any of the rights and privileges
of, a shareholder of the Company in respect of any shares of Stock purchasable
upon exercise of any part of an NSO unless and until certificates representing
such shares shall have been issued by the Company to his or her.
8. ASSIGNABILITY.
No NSO shall be assignable or otherwise transferable (by the optionee
or otherwise) except by will or the laws of descent and distribution. No NSO
shall be pledged or hypothecated in any manner, whether by operation of law or
otherwise, nor be subject to execution, attachment or similar process.
9. REORGANIZATIONS AND RECAPITALIZATIONS OF THE COMPANY.
a. The existence of this Plan and NSOs granted hereunder shall not
affect in any way the right or power of the Company or its shareholders to make
or authorize any and all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Company's Common Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any sale,
exchange or transfer of all or any part of its assets or business, or the other
corporation act or proceeding, whether of a similar character or otherwise.
b. The shares of Stock with respect to which NSOs may be granted
hereunder are shares of the Common Stock of the Company as currently
constituted. If, and whenever, prior to delivery by the Company of all of the
shares of Stock which are subject to NSOs granted hereunder, the Company shall
effect a subdivision or consolidation of shares or other capital readjustment,
the payment of a Stock dividend, a stock split, combination of shares (reverse
stock split) or recapitalization or other increase or reduction of the number of
shares of the Common Stock outstanding without receiving compensation therefor
in money, services or property, then the number of shares of the Common Stock
outstanding without receiving compensation therefor in money, services or
property, then the number of shares of Stock available under this Plan and the
number of shares of Stock
3
<PAGE> 4
available under this Plan and the number of shares of Stock with respect to
which NSOs granted hereunder may thereafter be exercised shall (i) in the event
of an increase in the number of outstanding shares, be proportionately
increased, and the cash consideration payable per share shall be proportionately
reduced; and (ii) in the event of a reduction in the number of outstanding
shares, be proportionately reduced, and the cash consideration payable per share
shall be proportionately increased.
c. If the Company is reorganized, merged, consolidated or party to a
plan of exchange with another corporation pursuant to which shareholders of the
Company receive any shares of stock or other securities, there shall be
substituted for the shares of Stock subject to the unexercised portions of
outstanding NSOs an appropriate number of shares of each class of stock or other
securities which were distributed to the shareholders of the Company in respect
of such shares of Stock in the case of a reorganization, merger, consolidation
or plan of exchange; provided, however, that all such NSOs may be canceled by
the Company as of the effective date of a reorganization, merger, consolidation,
plan of exchange, or any dissolution or liquidation of the Company, by giving
notice to each optionee or is personal representative of its intention to do so
and by permitting the purchase of not less than thirty (30) days during the
sixty (60) days next preceding such effective date.
d. Except as expressly provided above, the Company's issuance of shares
of Stock of any class, or securities convertible into shares of Stock of any
class, for cash or property, or for labor or services, either upon direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into shares of
Stock or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number of shares of Stock subject to NSOs
granted hereunder or the purchase price of such shares.
10. PURCHASE FOR INVESTMENT.
Unless the shares of Stock covered by this Plan have been registered
under the Securities Act of 1933, as amended, each person exercising an NSO
under this Plan may be required by the Company to give a representation in
writing that he is acquiring such shares for his own account for investment and
not with a view to, or for sale in connection with, the distribution of any part
thereof.
11. EFFECTIVE DATE AND EXPIRATION OF THIS PLAN.
This Plan shall be effective as of January, 1996, the date of its
adoption by the Board, subject to the approval of the Company's shareholders,
and no NSO shall be granted pursuant to this Plan after its expiration. This
Plan shall expire on January , 2006 except as to NSOs then outstanding, which
shall remain in effect until they have expired or been exercised.
12. AMENDMENTS OR TERMINATION.
The Board may amend, alter or discontinue this Plan at any time in such
respects as it shall deem advisable in order to conform to any change in any
other applicable law, or in order to comply with the provisions of any rule or
regulation of the Securities and Exchange Commission required to exempt this
Plan or any NSOs granted thereunder from the operation of Section 16(b) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or in any other
respect not inconsistent with Section 16(b) of the Exchange Act; provided, that
no amendment or alteration shall be made which would impair the rights of any
participant under any NSO theretofore granted, without his consent (unless made
solely to conform such NSO to, and necessary because of, changes in the
foregoing laws, rules or regulations), and except that no amendment or
alteration shall be made without the approval of shareholders which would:
4
<PAGE> 5
(a) Increase the total number of shares reserved for the purposes
of this Plan or decrease the NSO price provided for in Paragraph 5 (except as
provided in Paragraph 9), or change the classes of persons eligible to
participate in this Plan as provided in Paragraph 3; or
(b) Extend the NSO period provided for in Paragraph 6; or
(c) Materially increase the benefits accruing to participants
under this Plan; or
(d) Materially modify the requirements as to eligibility for
participation in this Plan; or
(e) Extend the expiration date of this Plan as set forth in
Paragraph 11.
13. GOVERNMENT REGULATIONS.
This Plan, and the granting and exercise of NSOs hereunder, and the
obligation of the Company to sell and deliver shares of Stock under such NSOs,
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.
14. LIABILITY.
No member of the Board of Directors, the Committee or officers or
employees of the Company or any Affiliated Corporation shall be personally
liable for any action, omission or determination made in good faith in
connection with this Plan.
15. MISCELLANEOUS.
(a) The term "Affiliated Corporation" used herein shall mean any
Parent of Subsidiary.
(b) The term "Parent" used herein shall mean any corporation
owning 50 percent or more of the total combined voting stock of all classes of
the Company or of another corporation qualifying as a Parent within this
definition.
(c) The term "Subsidiary" used herein shall mean any corporation
more than 50 percent of whose total combined voting stock of all classes is held
by the Company or by another corporation qualifying as a Subsidiary within this
definition.
16. OPTIONS IN SUBSTITUTION FOR OTHER OPTIONS.
The Committee may, in its sole discretion, at any time during the term
of this Plan, grant new options to an employee under this Plan or any other
stock option plan of the Company on the condition that such employee shall
surrender for cancellation one or more outstanding options which represent the
right to purchase (after giving effect to any previous partial exercise thereof)
a number of shares, in relation to the number of shares to be covered by the new
conditional grant hereunder, determined by the Committee. If the Committee shall
have so determined to grant such new options on such a conditional basis ("New
Conditional Options"), no such New Conditional Option shall become exercisable
in the absence of such employee's consent to the condition and surrender and
cancellation as appropriate. New Conditional Options shall be treated in all
respects under this Plan as newly granted options. Option may be granted under
this Plan from time to time in substitution for similar rights held by employees
of other corporations who are about to become employees of the Company or an
Affiliated Corporation, or the merger or consolidation of the employing
corporation with the Company or an Affiliated Corporation, or the acquisition by
the Company or an Affiliated Corporation of the assets of the employing
corporation, or the acquisition by the Company or an Affiliated Corporation of
stock of the employing corporation as the result of which it becomes an
Affiliated Corporation.
5
<PAGE> 6
17. WITHHOLDING TAXES.
Pursuant to applicable federal and state laws, the Company may be
required to collect withholding taxes upon the exercise of a NSO. The Company
may require, as a condition to the exercise of a NSO, that the optionee
concurrently pay to the Company the entire amount or a portion of any taxes
which the Company is required to withhold by reason of such exercise, in
6
<PAGE> 7
such amount as the Committee or the Company in its discretion may determine. In
lieu of part or all of any such payment, the optionee may elect to have the
Company withhold from the shares to be issued upon exercise of the option that
number of shares having a Fair Market Value equal to the amount which the
Company is required to withhold.
SWISSRAY International, Inc.
By: /s/ Ruedi G. Laupper, President
ATTEST:
By: /s/ Josef Laupper, Secretary
(SEAL)
7
<PAGE> 8
CERTIFICATION OF PLAN ADOPTION
I, the undersigned Secretary of this Corporation, hereby certify that
the foregoing 1996 Non-Statutory Stock Option Plan was duly approved by the
requisite number of holders of the issued and outstanding common stock of this
corporation as of January , 1996.
/s/ Josef Laupper
________________________________
Josef Laupper, Secretary
(SEAL)
8
<PAGE> 1
EXHIBIT 10.6
AGREEMENT
AGREEMENT, dated as of June 30, 1997 (this "Agreement"), between Swissray
International, Inc., a New York corporation (the "Company"), and Ruedi G.
Laupper ("Laupper").
WHEREAS, prior to the increase of the number of shares of common stock, $.01 par
value (the "Common Stock") which the Company's board of directors is authorized
to issue pursuant to the Corporation's certificate of incorporation from
15,000,000 to 30,000,000 at the Company's meeting of stockholders held on March
7, 1997, the Company was no longer able to maintain a sufficient number of
shares to meet certain obligations to issue Common Stock upon the conversion of
convertible debentures, the exercise of stock options and otherwise as well as
to permit further financings;
WHEREAS, in December of 1996 Ruedi G. Laupper agreed to the cancellation of up
to 1,250,000 shares of Common Stock held by Laupper or companies controlled by
Laupper to prevent the Company from breaching certain obligations requiring the
Company to issue Common Stock and to permit future financings provided that upon
approval by the Company's stockholders of the increase of the number of
authorized shares of Common Stock, the Company will issue up to 1,625,000 shares
of Common Stock (or 30% of the Common Stock canceled);
WHEREAS, prior to the increase of the number of authorized shares of the
Company's Common Stock, the Company has requested Laupper, and Laupper has
agreed, to cancel 1,608,633 shares of Common Stock;
NOW THEREFORE, in consideration of the mutual agreements and promises set forth
herein and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. In addition to the shares of Common Stock previously issued to Laupper the
Company shall issue to Laupper an additional 482,590 shares of Common Stock
representing 30% of the aggregate amount of Laupper's Common Stock canceled and
shall instruct the Company's transfer agent to issue to Laupper one or more
certificates representing such shares.
2. Laupper agrees to consider a future cancellation of all or part of his shares
of Common Stock under similar circumstances.
3. Writing Required. No provision of this Agreement may be changed or waived
orally, but only by, an instrument in writing signed by the party to be charged
by such change or waiver. No such waiver shall be construed to include or extend
to any prior or subsequent incidences or occurrences except as specifically set
forth in such writing.
<PAGE> 2
4. Successors and Assigns. This Agreement shall bind, and inure to the benefit
of, the parties hereto and their respective successors and assigns.
5. Governing Law. This Agreement and its validity, construction and performance
shall be governed in all respects by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York.
6. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
7. Severability. If any provision of this Agreement is held invalid or
unenforceable, the provisions not held invalid or unenforceable shall remain
binding and in effect.
8. Entire Agreement. This Agreement constitutes the entire agreement between
the Parties hereto with respect to the subject matter hereunder.
[Signature Page to Follow]
<PAGE> 3
IN WITNESS WHEREOF, this Release has been executed as of the day and
year first above written.
SWISSRAY INTERNATIONAL, Inc.
By: /s/ Josef Laupper
---------------------------
Name: Josef Laupper
Title: Secretary
RUEDI G. LAUPPER
/s/ Ruedi G. Laupper
-------------------------------
<PAGE> 1
Exhibit 23.1
[BEDERSON & COMPANY LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion of both our reports (1) dated September 16, 1997 on
our audits of the financial statement of Swissray International, Inc. for the
years ended June 30, 1997 and 1996 (2) dated September 8, 1995, except for note
24, as to which the date is September 20, 1995 on our audits of the financial
statement of Swissray International, Inc. for the six months ended June 20,
1995 and the years ended December 31, 1994 and 1993 in Swissray International,
Inc.'s Form S-1 filed October 20, 1997.
/s/ Bederson & Company LLP
-----------------------------
BEDERSON & COMPANY LLP
West Orange, New Jersey
October 17, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 3,091,307
<SECURITIES> 0
<RECEIVABLES> 5,303,184
<ALLOWANCES> 148,390
<INVENTORY> 3,911,107
<CURRENT-ASSETS> 14,093,346
<PP&E> 4,656,727
<DEPRECIATION> 320,110
<TOTAL-ASSETS> 24,352,915
<CURRENT-LIABILITIES> 11,259,798
<BONDS> 6,524,689
0
0
<COMMON> 196,944
<OTHER-SE> 6,371,484
<TOTAL-LIABILITY-AND-EQUITY> 24,352,915
<SALES> 13,151,701
<TOTAL-REVENUES> 13,151,701
<CGS> 8,445,414
<TOTAL-COSTS> 8,445,414
<OTHER-EXPENSES> 14,295,695
<LOSS-PROVISION> 619,160
<INTEREST-EXPENSE> 251,043
<INCOME-PRETAX> (10,391,891)
<INCOME-TAX> 110,223
<INCOME-CONTINUING> (10,502,114)
<DISCONTINUED> 0
<EXTRAORDINARY> (387,514)
<CHANGES> 0
<NET-INCOME> (10,889,628)
<EPS-PRIMARY> (.69)
<EPS-DILUTED> (.69)
</TABLE>
