UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended May 31, 1997
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____________ to ________________.
Commission File Number 0-22735
--------------
ROBOCOM SYSTEMS INC.
--------------------------------------------------------------
(Name of small business issuer in its charter)
New York 11-2617048
- ------------------------------- ----------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
511 Ocean Avenue, Massapequa, New York 11758
-------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (516) 795-5100
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
-------------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ] No [X]
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure is contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $7,513,490
State the number of shares outstanding of each of the issuer's classes of common
equity, as of September 19, 1997. 3,467,984
As of September 19, 1997, the aggregate market value of the registrant's common
stock held by non-affiliates was $13,763,876 (based upon the closing price of
the issuer's common stock on The Nasdaq Stock Market on such date).
Transitional Small Business Disclosure Format (check one) Yes |_| No |X|
<PAGE>
This Amendment No. 1 on Form 10-KSB/A is being made to supplement the required
disclosures for newly public companies filing initial 1934 Act filings.
Part II
Item 5. Market for Common Equity and Related Shareholder Matters.
On June 26, 1997, the Securities and Exchange Commission declared the
Company's registration statement on Form SB-2, as amended (File No. 333-27587),
effective, and the offering commenced on that date. Such registration statement
registered the sale at an offering price of $6.50 per share of 1,500,000 shares
of Common Stock by the Company and the sale, pursuant to over-allotment options
granted to the underwriters, of up to an additional 225,000 shares of Common
Stock by the Company for an aggregate of 1,725,000 shares of Common Stock
registered at an aggregate offering price of $11,212,500. BlueStone Capital
Partners LLP was the managing underwriter of the offering, and Oscar Gruss & Son
Incorporated and Coleman and Company Securities, Inc. were co-managing
underwriters (collectively, the "Representatives"). The Company also registered
under the registration statement 150,000 warrants to purchase up to an aggregate
of 150,000 shares of Common Stock at $7.80 per share (120% of the public
offering price per share) granted to the Representatives. On June 26, 1997,
1,500,000 shares of Common Stock were sold at the offering price of $6.50 per
share for an aggregate of $9,750,000. In addition, the Company received $.001
per warrant, for aggregate net proceeds of $150, in consideration of the
warrants granted to the Representatives. The over-allotment option was not
exercised and expired on August 8, 1997. Total expenses incurred to date were
approximately $1,516,000, consisting of $780,000 of underwriting discounts and
commissions, $173,000 for the reimbursement of actual expenses to underwriters
and actual expenses of approximately $563,000 of legal, accounting and other
expenses. Of the $8,234,000 of net proceeds to the Company from the offering,
$1,550,000 has been applied to the repayment of indebtedness and $1,600,000 has
been distributed to the S Corporation shareholders. Three principal shareholders
individually own more than 10% of the Company (both before and after the
offering).
The Company's registration statement for its initial public offering was
declared effective after the end of the Company's fiscal year ended May 31,
1997. Approximately $138,000 of expenses were incurred and paid by the Company
through the year ended May 31, 1997 in connection with the initial public
offering.
The Company's Common Stock is listed on The Nasdaq Stock Market under the
symbol RIMS. Since the initial public offering of the Common Stock on June 26,
1997 at $6.50 per share, the Common Stock has traded at a high of $8 per share
and a low of $6-7/8 per share. These prices are determined by over-the-counter
market and therefore do not reflect broker's fees or commissions.
As of September 19, 1997, there were 3,467,984 shares of the Company's
Common Stock outstanding held by approximately 15 shareholders of record.
The Company does not currently pay dividends on its Common Stock. It is
management's intention not to declare or pay dividends on the Common Stock, but
to retain earnings, if any, for the operation and expansion of the Company's
business.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of New
York, New York, on November 5, 1997.
ROBOCOM SYSTEMS INC.
By: /s/ Irwin Balaban
------------------------------------------------------
Irwin Balaban
President and Chief Executive Officer
By: /s/ Elizabeth A. Burke
------------------------------------------------------
Elizabeth A. Burke
Vice President - Finance and Chief Financial Officer
