SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
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 No: 00-113959
CPS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1607857
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3400 CARLISLE, SUITE 500
DALLAS, TEXAS 75204
(214) 855-5277
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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 No X
-------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF MAY 07, 1998
----- ---------------------------------
Common stock
Par value $.01 per share 6,732,502
1
<PAGE>
ITEM 2. CHANGES IN SECURITIES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
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 No: 00-113959
CPS SYSTEMS, INC. AND SUBSIDIARY
(Exact name of registrant as specified in its charter)
TEXAS 75-1607857
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3400 CARLISLE, SUITE 500
DALLAS, TEXAS 75204
(214) 855-5277
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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 No X
-------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF MARCH 31, 1998
----- ---------------------------------
Common stock
Par value $.01 per share 6,732,502
1
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
(d) Use of Proceeds from Registered Securities. Pursuant to Rule 463 of the
Rules and Regulations of the Securities Act of 1933, as amended, the CPS
Systems, Inc. (the "Company") is furnishing the use of proceeds from its initial
public offering in its first periodic report after effectiveness.
(1) The Company's Form SB-2, Registration Statement Under the
Securities Act of 1933, Registration No. 333-39173, was declared effective
by oral order of the Securities and Exchange Commission on March 25, 1998
(the "IPO Registration Statement").
(2) The offering pursuant to the IPO Registration Statement commenced
on March 25, 1998 (the "Offering").
(4) (i) The Offering continued uninterrupted thereafter until the
sale of all securities registered under the IPO Registration
Statement.
(ii) The managing underwriters of the Offering were Cruttenden
Roth Incorporated and Josephthal & Co. Inc.
(iii) The title of the only class of securities registered is the
common stock, par value $0.01 per share.
(iv) The following information for the account of the Company is
provided:
Aggregate Price Aggregate Price
Amount of Offering Amount of Offering Amount
Registered Registered Amount Sold Sold to Date
- ---------- ---------- ----------- ------------
1,900,000 $7,600,000 1,900,000 $7,600,000
The amount of securities registered by the Company is hereinafter referred to as
the "Shares."
<TABLE>
<CAPTION>
The following information for the account of the Selling
Shareholders is also provided:
Aggregate Price Aggregate Price
Selling Amount of Offering Amount of Offering Amount
Shareholder Registered Registered Amount Sold Sold to Date
- ----------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Sidney H. Cordier 85,660 $ 342,640 85,660 $ 342,640
Brian R. Wilson 85,660 342,640 85,660 342,640
G. Dean Booth, Jr. 18,288 73,152 18,288 73,152
Hanifen Imhoff
Mezzanine Fund, LP 63,472 253,888 63,472 253,888
John K. Percival 21,280 85,120 21,280 85,120
Robert J. Newcorn 10,640 42,560 10,640 42,560
</TABLE>
All of the proceeds from the Offering of the shares by the Selling Shareholders
were part of the over-allotment option exercised on April 14, 1998 and are for
the benefit of the Selling Shareholders only. Accordingly, the aggregate price
of the Offering amount sold by the selling shareholders is not included in the
net proceeds to the Company of the Offering.
(v) From March 25, 1998 through March 31, 1998, the effective
date of the IPO Registration Statement to the end of the reporting
period, the amount of expenses incurred for the account of the Company
in connection with the issuance and distribution of the Shares is,
based upon reasonable estimate, as follows:
Underwriting discounts and commissions $ 760,000
Finders fees 0
Expenses paid to or for Underwriters 228,000
Other expenses 801,500
------------
TOTAL EXPENSES $ 1,789,500
Additional expenses totaling approximately $150,000, incurred on behalf of the
Selling Shareholders upon exercise of the over-allotment option on April 14,
1998, are not reflected herein. None of the expenses of the Offering constituted
direct or
<PAGE>
indirect payments to directors, officers or general partners, or
associates thereof, persons owning 10% or more of any class of securities or any
affiliates of the Company.
(vi) The net proceeds to the Company of the Offering pursuant to
the IPO Registration Statement, after the expenses listed in (v)
above, is $5,810,500.
(vii) From March 25, 1998 through March 31, 1998, the Company has
applied the following amounts of its net proceeds from the Offering
pursuant to the IPO Registration Statement:
Construction of plant, building and facilities $ 0
Purchase and installation of machinery and equipment 0
Purchases of real estate 0
Acquisitions of other business(es) 0
Repayment of indebtedness 0
Working capital 0
Temporary investments (as specified below) 5,270,000
Other uses of at least $100,000 (as specified below) $ 540,500
None of the uses constituted direct or indirect payments to the Company's
directors, officers or general partners, or associates thereof, persons owning
10% or more of any class of securities or any affiliates of the Company. The
temporary investments consist of money market accounts available on a daily
basis. Other uses of at least $100,000 reflects research and development
expenses.
Date: July 7, 1998
/s/ Paul E. Kana
-----------------------------------------------
Paul E. Kana
CHAIRMAN OF THE BOARD OF DIRECTORS,
CHIEF EXECUTIVE OFFICER
AND DIRECTOR (PRINCIPAL EXECUTIVE OFFICER)
/s/ Kevin L. Figge
-----------------------------------------------
Kevin L. Figge
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
