SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2000 Commission file number: 0-28152
Affinity Technology Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 57-0991269
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Affinity Technology Group, Inc.
1201 Main Street, Suite 2080
Columbia, SC 29201-3201
(Address of principal executive offices)
(Zip code)
(803) 758-2511
(Registrant's telephone number, including area code)
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 ____
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
30,018,653 shares of Common Stock, $0.0001 par value, as of May 1, 2000.
The information required by Part I of this Form 10-Q is not filed
herewith pursuant to Rule 12b-25 under the Securities Exchange Act of 1934.
Part I. Financial Information
The information required by Part I of this Form 10-Q is not filed
herewith pursuant to Rule 12b-25 under the Securities Exchange Act of 1934.
Part II. Other Information
Items 3, 4 and 5 are not applicable.
Item 1. Legal Proceedings
On April 18, 2000, the Company filed a lawsuit against The Dime Savings
Bank of New York, FSB ("The Dime") and Hudson United Bancorp ("Hudson") in The
United States District Court for the district of South Carolina, Columbia
Division. The lawsuit arises out of the Company's contract with The Dime
relating to the development of a system to process and automate decisioning of
automobile loans, which contract was acquired by The Dime in connection with its
acquisition of the indirect automobile loan business formerly operated by
Citibank, N.A. In the Company's complaint, the Company alleges breach of
contract by The Dime and intentional interference with the contract by Hudson,
which attempted to merge with The Dime earlier this year. The lawsuit also
contains a civil conspiracy claim against both Dime and Hudson, and seeks actual
and punitive damages against both defendants.
Item 2. Changes in Securities and Use of Proceeds.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The Company's registration statement on Form S-1 (File No.
333-1170) with regard to an initial public offering of 5,060,000
shares of common stock, par value $0.0001 per share, of the
Company was declared effective by the Securities and Exchange
Commission on April 24, 1996. As set forth in the Company's Form
SR, Report of Sales of Securities and Use of Proceeds Therefrom,
Montgomery Securities and Donaldson, Lufkin & Jenrette Securities
Corporation acted as the managing underwriters for the offering,
which commenced April 25, 1996. As of March 31, 2000, the Company
has used net proceeds of $60,088,000 from the offering as follows:
<TABLE>
<CAPTION>
Direct or indirect payments to
directors, officers, general
partners of the issuer or their
associates; to persons owning ten
percent or more of any class of
equity securities of the issuer; Direct or indirect
and to affiliates of the issuer. payments to others
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<S> <C> <C>
Construction of plant, building and facilities $ -
Purchase and installation of machinery and equipment 5,689,000
Purchase of real estate -
Acquisition of other business(es) 300,000
Repayment of indebtedness $ 771,000 1 1,000,000
Working capital 33,059,000
Temporary investments:
US Treasury obligations -
Commercial paper -
Money market / cash 1,715,000
Other purposes
Marketing 4,537,000
Research & development 10,776,000
Purchase of software 2,241,000
1 Reflects the repayment of debt owned to Carolina First Corporation, as
described under the caption "Use of Proceeds" in the Company's Prospectus, dated
April 25, 1996.
</TABLE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Affinity Technology Group, Inc.
By: /s/ Joseph A. Boyle
Joseph A. Boyle
President, Chief Executive Officer and Chief Financial Officer
(principal executive and financial officer)
Date: May 15, 2000
