<PAGE>
Conformed Copy
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED July 31, 1995 COMMISSION FILE NUMBER 0-5622
PUROFLOW INCORPORATED
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(Exact name of registrant as specified in its charter)
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<CAPTION>
DELAWARE 13-1947195
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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16559 SATICOY STREET, VAN NUYS,CALIFORNIA 91406-1739
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(Address of executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 756-1388
Securities registered pursuant to Section 12(g) of the Act:
Common Stock Shares Outstanding
COMMON STOCK, $0.06-2/3 PAR VALUE 4,578,521
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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. Yes [X] No [ ]
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PART II - OTHER INFORMATION
ITEM L. LEGAL PROCEEDINGS
1) Puroflow Incorporated vs. George Solymar. Registrant seeks
recovery of $46,000 plus interest from 1989 for conversion of
Corporate funds by defendant for personal obligations. George
Solymar commenced an action for alleged breach of an oral
agreement of employment, alleging oral continuance of a written
contract dated back to 1969. There is no merit to the claim, nor
do the Registrant's records support the defendant's claim. Both
actions have been consolidated for trial in September, 1995.
2) Joseph B. Jasso and Martha Jasso commenced action against Puroflow
Incorporated and all Members of the Board for breach of an
employment contract. The Board of Directors authorized the
Registrant to cross-claim for breach of fiduciary duties,
misfeasance and malfeasance as a former Director and Chief
Executive Officer.
3) DSS Company vs. Ultra Dynamics Corporation, a wholly owned
subsidiary, for breach of alleged purchase order of $30,000.
Ultra Dynamics claims it does not owe plaintiff any sums because
the plaintiff changed the terms of the warranty which were not
acceptable to the defendant, and the purchase order was not
accepted by the defendant. Plaintiff alleges damages of $15,000
in discovery proceedings. Registrant believes that there is no
merit to this action, and that it will ultimately be dismissed.
4) Cynthia Meals vs. M. Rowena Willis, et al. represents a civil
action commenced in Court of Common Pleas of Chester County,
Pennsylvania for unspecified damages resulting from improper
maintenance of a treatment system for drinking water. Ultra
Dynamics Corporation is included as one of six codefendants as a
supplier of the equipment to a codefendant distributor. Ultra
Dynamics has filed a cross complaint against all codefendants and
plaintiff. Registrant believed that there is absolutely no merit
to this action against Ultra, and the action will ultimately be
dismissed on motion.
5) Registrant previously reported the award of a judgment in favor of
Micro-Numerics, Inc. for $34,398.26 plus interest and costs. The
Judgment Creditor has made a total levy of $43,939.56 for the
unpaid judgment which remains unsatisfied.
6) Imperial Bank commenced an action against Puroflow Incorporated
for breach of the loan and security agreements, due to alleged
default of
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certain loan covenants. This caused a Receiver to be installed.
7) Tenth and Colorado Associates, Ltd. commenced action against
Puroflow Incorporated for unlawful detainer related to Puroflow's
occupation of a building located in Santa Monica which previously
housed Registrants Airbag and Michigan Dynamics operations.
Registrant vacated and the action was converted to a breach of
lease action. Registrant believes that it has valid legal
defenses to this claim, and that it will ultimately be dismissed.
The Company is not a party to any other material pending suits or
legal actions, and is not aware of any material claims that are
threatened.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27. Financial Data Schedule
Form 8-K filed March 13, 1995:
On or about March 3, 1995, Joseph B. Jasso, former President and
C.E.O. of the Registrant commenced an action in the Superior Court of
the State of California, County of Los Angeles for breach of
Employment Contract and other allegations against the Registrant and
all members of the Board of Directors. The Company intends to
vigorously oppose this action on the grounds of violation of his
fiduciary obligations as a Director and Chief Executive Officer to
Stockholders and Management of the Company.
Form 8-K filed May 12, 1995:
Registrant and its wholly subsidiaries have entered into a stipulation
effective May 1, 1995 with Imperial Bank under its collateral loan
security agreement for the appointment of a Receiver. Michael D.
Myers was appointed Receiver on
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May 1, 1995 pursuant to the order of the Honorable Diane Wayne, Judge
of the Superior Court of the State of California for the County of Los
Angeles, Case No. BC126904 to assume jurisdiction over substantially
all of the assets of Registrant's business but subject to the
supervision and order of the Court.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed and on its behalf by the
undersigned thereto, duly authorized.
PUROFLOW INCORPORATED
By /s/ Michael H. Figoff
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Michael H. Figoff
President
By /s/ James Duncan
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James Duncan
Controller
Date: September 15, 1995
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