UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A-4
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________to_________________________
Commission file number 0-26972
SWISSRAY International, Inc.
(Exact name of registrant as specified in its charter)
New York 16-0950197
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
320 WEST 77TH Street, Suite 1A, New York, New York 10024
(Address of principal executive offices) (Zip Code)
New York (914) 441 7841 Switzerland 011 41 41 914 12 00
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's class of common stock,
as of the latest practicable date.
The number of shares outstanding of each of the registrant's classes of common
stock, as of November 9, 1999 is 16,216,587 shares, all of one class of $.01 par
value common stock.
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TABLE OF CONTENTS
PART I
Item 1. Financial Statements F1-F6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 3-5
Item 3. Quantitative and Qualitative Disclosures About Market Risk 6
PART II
Item 1. Legal Proceedings 6
Item 2. Changes in Securities and Use of Proceeds 6
Item 3. Defaults Upon Senior Securities 6
Item 4. Submission of Matters to a Vote of Security Holders 6
Item 5. Other Information 7
Item 6. Exhibits and Reports on Form 8-K 7
Signatures 8
2
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SWISSRAY INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEET
ASSETS
September 30, June 30,
1999 1999
(Unaudited) (Restated)
----------- -----------
CURRENT ASSETS
Cash and cash equivalents ....................... $ 2,171,949 $ 1,281,297
Accounts receivable, net of allowance for doubtful
accounts of $ 212,166 and $ 219,993 ............. 2,593,626 2,448,879
Inventories ..................................... 7,240,734 7,332,401
Prepaid expenses and sundry receivables ......... 749,797 866,804
----------- -----------
Total Current Assets ............................ 12,756,106 11,929,381
----------- -----------
PROPERTY AND EQUIPMENT .......................... 6,193,048 6,283,040
----------- -----------
OTHER ASSETS
Loan receivable ................................. 16,987 15,948
Licensing agreement ............................. 2,979,945 3,104,109
Patents and trademarks .......................... 192,441 199,906
Software develompent costs ...................... 328,167 347,763
Security deposits ............................... 26,625 28,035
Goodwill ........................................ 1,554,674 1,603,007
----------- -----------
TOTAL OTHER ASSETS .............................. 5,098,839 5,298,768
----------- -----------
Total Assets .................................... $24,047,993 $23,511,189
=========== ===========
F 1
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SWISSRAY INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' DEFICIT
September 30, June 30,
1999 1999
-------------------------
(Unaudited) (Restated)
(Restated)
CURRENT LIABILITIES
Current maturities of long-term debt ............ $ 226,726 $ 247,028
Notes payable - banks ........................... 4,060,490 3,667,159
Notes payable - short-term ...................... 2,230,908 1,700,000
Loan payable .................................... 125,590 126,006
Accounts payable ................................ 5,318,943 5,422,321
Accrued expenses ................................ 4,242,437 3,003,844
Restructuring ................................... 500,000 500,000
Customer deposits ............................... 132,986 278,507
----------- -----------
TOTAL CURRENT LIABILITIES ....................... 16,838,080 14,944,865
----------- -----------
Convertible Debentures, net of conversion benefit 15,901,793 15,305,852
----------- -----------
LONG-TERM DEBT, less current maturities ......... 196,310 195,095
----------- -----------
COMMON STOCK SUBJECT TO PUT ..................... 319,985 1,819,985
----------- -----------
STOCKHOLDERS' DEFICIT
Common stock .................................... 159,083 140,062
Additional paid-in capital ...................... 72,630,896 69,028,013
Treasury Stock .................................. (2,040,000) (540,000)
Deferred Compensation ........................... (855,000) (1,282,500)
Accumulated deficit ............................. (77,035,878) (72,492,463)
Accumulated other comprehensive loss ............ (1,747,291) (1,787,735)
Common stock subject to put ..................... (319,985) (1,819,985)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT ..................... (9,208,175) (8,754,608)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ..... $ 24,047,993 $ 23,511,189
=========== ===========
F 2
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SWISSRAY INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended
September 30,
1999 1998
Unaudited Unaudited
Restated
------------ ------------
NET SALES ......................... $ 3,879,167 $ 3,656,441
COST OF SALES ..................... 2,978,034 2,836,914
------------ ------------
GROSS PROFIT ...................... 901,133 819,527
------------ ------------
OPERATING EXPENSES
Officers and directors compensation 137,813 155,187
Salaries .......................... 1,022,441 1,085,186
Selling ........................... 753,532 512,799
Research and development .......... 465,232 406,038
General and administrative ........ 262,747 450,640
Other operating expenses .......... 85,548 264,489
Depreciation and amortization ..... 321,881 293,749
------------ ------------
TOTAL OPERATING EXPENSES .......... 3,049,194 3,168,088
------------ ------------
LOSS BEFORE OTHER INCOME (EXPENSES)
AND EXTRAORDINARY ITEM ......... (2,148,061) (2,348,561)
Other income (expenses) ........... 26,258 (183,367)
Interest expense .................. (2,421,613) (653,896)
------------ ------------
OTHER INCOME (EXPENSES) ........... (2,395,355) (837,263)
------------ ------------
LOSS FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEM ....... (4,543,417) (3,185,824)
Extraordinary expense ............. -- (29,667)
------------ ------------
NET LOSS .......................... $ (4,543,417) $ (3,215,491)
============ ============
LOSS PER COMMON SHARE
Loss from continuing operations ... ($ 0.31) ($ 0.70)
Extraordinary items ............... 0.00 (0.01)
------------ ------------
NET LOSS .......................... ($ 0.31) ($ 0.71)
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING ................ 14,786,198 4,510,201
------------ ------------
F 3
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SWISSRAY INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Three Months Ended
September 30,
1999 1998
---------- ----------
Unaudited Unaudited
Restated
NET LOSS ................................... $ (4,543,417) $ (3,215,491)
Other Comprehensive income, net of tax 40,444 107,004
---------- -----------
Comprehensive loss $ (4,502,973) $ (3,108,487)
========== ===========
F 4
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SWISSRAY INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
September 30,
1999 1998
Unaudited Unaudited
Restated
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITES
Net loss ....................................... $ (4,543,417) $ (3,215,491)
Adjustment to reconcile net loss to net
cash used by operating activities
Depreciation and amortization ................ 332,865 306,906
Provision for bad debts ...................... (7,827) --
Issuance of common stock in lieu of
interest payments ......................... 34,244 587,197
Interest expense on Debt issuance cost and
conversion benefit ......................... 2,111,476 --
Amortization of deferred compensation ........ 427,500
Early extinguishment of debt (gain) ......... -- 29,667
(Increase) decrease in operating assets:
Accounts receivable .......................... (136,921) 222,819
Inventories .................................. 91,666 (814,733)
Prepaid expenses and sundry receivables ...... 117,007 223,577
Increase (decrease) in operating liabilities:
Accounts payable ............................. (103,378) 236,533
Accrued expenses ............................. 638,592 276,803
Customers deposits ........................... (145,520) (154,533)
------------ ------------
NET CASH USED BY OPERATING ACTIVITIES .......... (1,183,712) (2,301,255)
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of proberty and equipment ........ (43,585) (201,422)
Capitalized computer software ................ (7,007) --
Security deposits ............................ 1,410 --
(Repayment of) loan receivable ............... (1,039) --
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES .......... (50,221) (201,422)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings .......... 22,305,507 13,582,986
Principal payment of short-term borrowings ... (21,415,142) (11,204,161)
Principal payment of long-term borrowings .... 1,216 (22,399)
Issuance of common stock for cash ............ 2,748,827 1,500,000
Issuance of stock options for cash ........... 6,774 --
Purchase of treasury stock ................... (1,500,000) --
------------ ------------
CASH PROVIDED BY FINANCING ACTIVITIES .......... 2,147,182 3,856,426
------------ ------------
EFFECT OF EXCHANGE RATE ON CASH ................ (22,597) (376,024)
------------ ------------
NET INCREASE IN CASH .......................... 890,651 977,725
CASH AND CASH EQUIVALENTS - beginning of period 1,281,297 1,281,552
------------ ------------
CASH AND CASH EQUIVALENTS - end of period ...... $ 2,171,949 $ 2,259,277
============ ============
F 5
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999
(1)The accompanying financial statements are unaudited. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted, although the Registrant believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Registrant's annual
report on Form 10-K for the fiscal year ended June 30, 1999.
(2)In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting of only a
normal and recurring nature, necessary to present fairly the financial position
of the Registrant as of September 30, 1999 and the results of operations and
cash flows for the interim period presented. Operating results for the three
months ended September 30, 1999 are not necessarily indicative of the results to
be expected for the full year ending June 30, 2000.
(3)INVENTORIES
Inventories are summarized by major classification as follows:
September 30, June 30,
---------------------------
1999 1999
---------- ----------
Raw materials, parts and supplies $5,202,463 $5,558,330
Work in process 1,294,016 1,048,197
Finished goods 744,255 725,874
---------- ----------
$7,240,734 $7,332,401
========== ==========
Inventories are stated at lower of cost or market, with cost being determined on
the first-in, first-out (FIFO) method. Inventory cost includes material, labor,
and overhead.
(4) Restatement
The accompanying financial statements have been restated to properly record the
accrual of an additional $1,600,000 ($600,000 for the quarter end) for interest
expense for accrual of penalty interest on periodic payments required by terms
of financing agreements.
The effect of such restatements on the Company's quarterly financial statement
is as follows:
As As
Reported Adjustments Restated
---------------------------------------------
Balance Sheet Adjustments
Assets $ 24,047,993 $ - $ 24,047,993
Liabilities 31,336,183 1,600,000 32,936,183
Statement of Operations
Adjustments
Operating expenses $ 3,049,194 $ - $ 3,049,194
Loss from continuing operations (3,943,417) 600,000 (4,543,417)
Net loss (3,943,417) 600,000 (4,543,417)
Net loss per common share basic $ (0.27) $ (0.04) $ (0.31)
(5) Subsequent Event
The Company anticipates accruing $866,666 for interest expense for accrual of
penalty interest on periodic payments as required by terms of financing
agreement for the quarter ended December 31, 1999.
F 6
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
All references herein to the "Registrant" refer to Swissray
International Inc. All references herein to the "Company" refer to Swissray
International, Inc. and its subsidiaries.
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Statements in this discussion which are not historical facts
may be considered forward looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, including estimated cost
savings to be realized from restructuring activities and estimated proceeds from
and timing of facility sales. The words "believe," "expect," "anticipate,"
"estimate", and similar expressions identify forward looking statements. Any
forward looking statements involve risks and uncertainties that could cause
actual events or results to differ, perhaps materially, from the events or
results described in the forward looking statements. Readers are cautioned not
to place undue reliance on these forward looking statements, which speak only as
of their dates. The Company undertakes no obligation to publicly update or
revise any forward looking statements, whether as a result of new information,
future events or otherwise. Risks associated with the Company's forward looking
statements include, but are not limited to, risks associated with the Company's
history of losses and uncertain profitability, need for market acceptance of the
ddRMulti System, reliance on a single product, reliance on large customers,
risks associated with the Company's international operations, currency
fluctuations, the risk of new and different legal and regulatory requirements,
governmental approvals, tariffs and trade barriers, risks associated with
competition and technological innovation by competitors, dependence on patents
and proprietary technology, general economic conditions and conditions in the
healthcare industry, reliance on key management, limited manufacturing history
with respect to the ddRMulti-System, dependence on sole source suppliers, future
capital needs and uncertainty of additional financing, potential recalls and
product liability, dilution, effects of outstanding convertible debentures,
limited public market, liquidity, possible volatility of stock price, recently
adopted new listing standards for NASDAQ securities and environmental matters.
The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements, related notes and other information
included in this quarterly report on Form 10-Q.
THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1999 COMPARED TO THREE-MONTH PERIOD ENDED
SEPTEMBER 30, 1998
RESULTS OF OPERATIONS
Net sales amounted to $3,879,167 for the three-month period ended
September 30, 1999, compared to $3,656,441 for the three-month period ended
September 30, 1998. The 6.1% increase in net sales was mainly due to the sale of
the ddRMulti-Systems.
Gross profit amounted to $901,133 or 23.2% of net sales for the
three-month period ended September 30, 1999, compared to $819,527 or 22.4% of
net sales for the three-month period ended September 30, 1998. The increase in
gross profit as a percentage of net revenues is attributable to the fact that
the percentage of sales of ddRMulti-Systems to total sales increased to 33.1%
for the three-month period ended September 30, 1999 from 9.2% for the
three-month period ended September 30, 1998.
Operating expenses were $3,049,194, or 78.6% of net revenues, for the
three-month period ended September 30, 1999, compared to $3,168,088, or 86.6% of
3
<PAGE>
net revenues for the three-month period ended September 30, 1998. The principal
items were salaries (net of officers and directors compensation) of $1,022,441
or 26.4% of net sales for the three-month period ended September 30, 1999
compared to $1,085,186 or 29.7% of net sales for the three-month period ended
September 30, 1998 and selling expenses of $753,532 or 19.4% of net sales for
the three-month period ended September 30, 1999 compared to $512,799 or 14.0% of
net sales for the three-month period ended September 30, 1998. Research and
development expenses were $465,232 or 12.0% of net sales for the three-month
period ended September 30, 1999 compared to $406,038 or 11.1% of net sales for
the three-month period ended September 30, 1998.
Interest expense increased to $2,421,613 for the three months ended
September 30, 1999 compared to $653,896 for the three months ended September 30,
1998. This increase is primarily due to the increase of interest expense for
accrual of penalty interest on periodic payments required by terms of financing
agreements and an increase in amortization of Debenture issuance cost and
Conversion Benefit.
FINANCIAL CONDITION
September 30, 1999 compared to June 30, 1999
Total assets of the Company on September 30, 1999 increased by $536,804
to $24,047,993 from $23,511,189 on June 30, 1999, primarily due to the increase
of Current Assets. Current Assets increased $826,725 to $12,756,106 on September
30, 1999 from $11,929,381 on June 30, 1999. The increase in current assets is
attributable to the increase of Cash and cash equivalents of $890,652 and the
increase of Accounts receivable of $144,747 offset by the decrease in prepaid
expenses and sundry receivables of $117,007 and the decrease in inventory of
$91,667. Other Assets decreased $199,929 to $5,098,839 on September 30, 1999
from $5,298,768 on June 30, 1998. The decrease is primarily attributable to the
amortization of the licensing agreement, patents & trademark, software
development cost and the goodwill.
On September 30, 1999, the Company had total liabilities of $32,936,183
compared to $30,445,812 on June 30, 1999. On September 30, 1999, current
liabilities were $16,838,080 compared to $14,944,865 on June 30, 1999. Working
capital at September 30, 1999 was $(4,081,974) compared to $(3,015,484) at June
30, 1999.
CASH FLOW AND CAPITAL EXPENDITURES THREE MONTH PERIOD ENDED SEPTEMBER 30, 1999
COMPARED TO THREE MONTH PERIOD ENDED SEPTEMBER 30, 1998.
Cash used for operating activities for the three months ended September
30, 1999 was $1,183,712 compared to $2,301,255 for the three months ended
September 30, 1998. Cash used for investing activities was $50,221 for the three
months ended September 30, 1999 compared to $201,422 for the three months ended
September 30, 1998. Cash flow from financing activities for the three months
ended September 30, 1999 was $2,147,182 compared to $3,856,426 for three months
ended September 30, 1998.
LIQUIDITY
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 production of the planned
increase of sales, 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, future cash flow and/or issuance of
equity and/or debt securities.
4
<PAGE>
However, the availability of a sufficient future cash flow will depend
to a significant extent on the marketability of the Company's ddRMulti-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
will be available on terms satisfactory to management.
On July 9, 1999 the Company entered into a promissory note (contingent
convertible debenture financing) with Southshore Capital, Ltd. for gross
proceeds of $1,100,000 and with a due date of August 23, 1999 with no right to
extend. The debenture contains a 20% discount from market conversion provision
based upon the 10 day average closing bid price for the 10 consecutive dates
preceding conversion date. There was no placement agent involved in this
financing. The promissory note was not paid on its due date and the terms of the
Contingent Subscription Agreement, Convertible Debenture and Registration Rights
Agreement automatically went into effect with debentures in the principal sum of
$1,148,400 (inclusive of interest on aforesaid promissory note) going into
effect. None of these Convertible Debentures have been converted as of November
11, 1999. Any Convertible Debentures remaining unconverted at maturity (i.e. 2
years from date of issuance) are subject to mandatory conversion by the Company.
On August 11, 1999 the Company entered into a promissory note
(contingent convertible debenture financing) with terms and conditions
substantially identical to those set forth in the July 9, 1999 promissory note
financing referred to directly above excepting (a) the lender is different, to
wit: Aberdeen Avenue, LLC, (b) gross proceeds amounted to $1,400,000 and (c) the
due date of such note is November 11, 1999 with no right to extend. In all other
respects the material terms and conditions of each of the documents executed
with respect to this transaction are identical to those described in the above
referenced July 9, 1999 transaction. There was no placement agent involved in
this financing. The promissory note was not paid on its due date and the terms
of the Contingent Subscription Agreement, Convertible Debenture and Registration
Rights Agreement automatically went into effect with debentures in the principal
sum of $1,484,000 (inclusive of interest on aforesaid promissory note) going
into effect. None of these Convertible Debentures have been converted as of
November 11, 1999. Any Convertible Debentures remaining unconverted at maturity
(i.e. 2 years from date of issuance) are subject to mandatory conversion by the
Company.
On or about September 7, 1999 the Company entered into a Subscription
Agreement and Registration Rights Agreement with Parkdale LLC ("Investor")
pursuant to which Investor purchased 1,000,000 restrictive shares of Company
common stock for a cash consideration of $1,000,000. There was no placement
agent involved in this financing.
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 US 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 US dollars can vary significantly as a result of
changes in currency exchange rates (in particular the exchange rate between the
Swiss Franc and the US dollar).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
5
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None excepting that certain legal proceedings commenced in July 1998
against SRMI and two of it subsidiaries by Gary J. Durday, Kenneth R. Montler
and Michael E. Harle (hereinafter "Plaintiffs") heretofore summarized in SRMI's
Form 10-K for fiscal year ended June 30, 1999 were subsequently settled in
accordance with the terms and conditions of Settlement Agreement executed on
August 31, 1999 pursuant to which SRMI was required to pay and has since paid
the sum of $1,000,000 to Plaintiffs and is further obligated pursuant to terms
of August 31, 1999 promissory note to pay (over a period of 24 consecutive
months) an aggregate of $500,000 with interest at the rate of 9% per annum.
DISPUTE WITH J. DOUGLAS MAXWELL. On or about July 1, 1999 an action was
commenced in the Supreme Court, State of New York, County of New York (Index No.
113099/99) entitled J. Douglas Maxwell ("Maxwell") against Swissray
International, Inc. ("Swissray"), whereby Maxwell is seeking judgment in the sum
of $380,000 based upon his interpretation of various terms and conditions
contained in an Exchange Agreement between the parties dated July 22, 1996 and a
subsequent Mutual Release and Settlement Agreement between the parties dated
June 1, 1998. Swissray has denied the material allegations of Maxwell's
complaint and has asserted three affirmative defenses and two separate
counterclaims seeking (amongst other matters) dismissal of the complaint and
recision of the settlement agreement. Maxwell has submitted a motion for Summary
Judgment which Swissray has opposed and as of November 9, 1999 no Court
determination has been made with respect thereto. It is Swissray's management's
intention to contest this matter vigorously.
Item 2. CHANGES IN SECURITIES
Not applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
None excepting for such penalties as have accrued with respect to
certain conditions and requirements contained in outstanding convertible
debentures pursuant to which the Company was required, in accordance with
related registration rights agreement, to file a Registration Statement by a
specific date and to have same declared effective (so as to register shares of
common stock underlying debentures) by a specified and agreed to date - which if
not timely accomplished results in commencement of penalty provisions.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders for fiscal year
ended June 30, 1998 on July 23, 1999, at which time stockholders (i) elected
each of those five persons nominated to serve on the Company's Board of
Directors, (ii) approved the appointment of Feldman Sherb Horowitz & Co., P.C.
as the Company's independent accountants for fiscal year ended June 30, 1999,
(iii) voted in favor of adopting an amendment to its Certificate of
Incorporation so as to authorize the creation of a class of Preferred Stock; and
(iv) approved the proposal to adopt the Company's 1999 Stock Option Plan.
The proposal to re-incorporate the Company in Delaware was not approved
notwithstanding the fact that approximately 74% of all votes cast voted in favor
of such proposal. Such votes only represented approximately 62% of all
outstanding shares while approval of the proposal required an affirmative vote
of at least two-thirds of all outstanding shares.
6
<PAGE>
The number of shares of Common Stock voted at the Annual Meeting
approximated 84% of all issued and outstanding securities as of the record date.
Item 5. OTHER INFORMATION
Not applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits None
(b) Reports on Form 8-K None
7
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SWISSRAY INTERNATIONAL, INC.
By:\S\Ruedi G. Laupper
Ruedi G. Laupper, Chairman of the
Board of Directors, President and
Chief Executive Officer
Date: August 3, 2000
8
