UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2000.
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 (000-30704)
PATH 1 NETWORK TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3989885
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3636 NOBEL DRIVE, SUITE 275, SAN DIEGO, CALIFORNIA 92122
(858) 450-4220
(Address, including zip code, and telephone number, including
area code, of
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]
The number of shares outstanding of the issuer's Class A Common
Stock, US$.001 par value, as of July 5, 2000 was 7,937,651. No
shares of the issuer's Class B Common Stock are outstanding.
TABLE OF CONTENTS
CONDENSED BALANCE SHEETS 3
CONDENSED STATEMENTS OF OPERATIONS 4
CONDENSED STATEMENTS OF CASH FLOWS 5
NOTE 1 - BASIS OF PRESENTATION 6
NOTE 2 - MANAGEMENT ESTIMATES AND ASSUMPTIONS 6
NOTE 3 - NET LOSS PER SHARE 6
NOTE 4 - PRIVATE PLACEMENT OFFERING 6
NOTE 5 - TRANSACTIONS WITH LEITCH TECHNOLOGY CORPORATION 7
NOTE 6 - STOCK OPTIONS 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7
FORWARD LOOKING STATEMENTS 7
OVERVIEW 8
LIQUIDITY AND CAPITAL RESOURCES 9
RESULTS OF OPERATIONS 10
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 19
PART II - OTHER INFORMATION 19
ITEM 1. LEGAL PROCEEDINGS 19
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 20
ITEM 5. OTHER INFORMATION 20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 20
SIGNATURES 21
PATH 1 NETWORK TECHNOLOGIES INC.
CONDENSED BALANCE SHEETS
(in thousands)
June 30,
December 31,
2000 1999
ASSETS (Unaudited) (Audited)
--------- ---------
Current assets:
Cash and cash equivalents.................. $ 12,163 $ 454
Marketable securities, available for sale.. 3,515 -
Deposits and prepaid expenses.............. 54 86
Total current assets..................... 15,732 540
Property and equipment, net................. 151 59
Investment in Jyra Research, Inc............ 64 113
Total Assets................................ $15,947 $ 712
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities... $ 490 $ 282
Total current liabilities................ 490 282
Commitments and contingencies............... - -
Stockholders' equity:
Series A convertible preferred stock, $0.0001 par - -
value; shares authorized - 10; no shares issued or
outstanding at June 30, 2000 and December 31, 1999,
respectively
Common stock, $0.001 par value; issuable in series: 8 6
Class A - 20,000,000 shares authorized; 7,812,651
and 6,087,651 shares issued and outstanding at
June 30, 2000 and December 31, 1999, respectively
Class B - 10,000,000 shares authorized; no - -
shares issued or outstanding at June 30, 2000
and December 31, 1999, respectively
Additional paid-in capital................. 38,816 10,264
Deferred compensation...................... (8,002) (3,162)
Accumulated other comprehensive gain....... 419 -
Deficit accumulated during the development stage (15,784) (6,678)
Total stockholders' equity.............. 15,457 430
Total liabilities and stockholders' equity.. $ 15,947 $ 712
PATH 1 NETWORK TECHNOLOGIES INC.
CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three Months Six Months January 31, 1999
Ended June 30, Ended June 30, through
2000 1999 2000 1999 June 30, 2000
Operating expenses:
Research and development costs.. $3,258 $ 112 $ 4,736 $ 653 $ 6,745
Sales and marketing............. 1,472 79 2,149 121 2,800
General and administrative
expenses...................... 1,487 492 2,267 644 6,278
Total operating expenses..... (6,217) (683) (9,152) (1,418) (15,823)
Interest income, net............. 77 4 95 5 122
Loss on investment in Jyra
Research, Inc................. - - (49) - (83)
Net Loss.........................$(6,140) $(679) $(9,106) $(1,413) $(15,784)
Loss per common share -
basic and diluted.............$ (0.82) $(0.13) $ (1.33) $ (0.27)
Weighted average common shares
outstanding................... 7,513 5,403 6,834 5,207
PATH 1 NETWORK TECHNOLOGIES INC.
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
January 31, 1998
Six Months Ended (inception)
June 30, through
2000 1999 June 30, 2000
Cash flows from operating activities:
Net loss.............................. $ (9,106) $ (1,413) $(15,784)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization......... 62 9 92
Amortization of deferred compensation. 1,608 418 4,327
Common stock issued to employees by
principal stockholders............... - - 330
Common stock options issued for services 3,232 110 330
Loss on investment in Jyra Research, Inc. 49 - 3,617
Changes in assets and liabilities:
Other current assets.................. 32 (5) (54)
Accounts payable and accrued liabilities 208 9 491
Cash used in operating activities.. (3,915) (872) (6,898)
Cash flows from investing activities:
Purchases of property and equipment.... (154) (6) (244)
Cash used in investing activities.. (154) (6) (244)
Cash flows from financing activities:
Issuance of common stock for cash, net 15,778 1,596 19,305
Cash provided by financing activities 15,778 1,596 19,305
Increase in cash and cash equivalents... 11,709 718 12,163
Cash and cash equivalents, beginning of period 454 119 -
Cash and cash equivalents, end of period $12,163 $ 837 12,163
Supplemental disclosure of noncash investing activities:
Issuance of Series A convertible preferred
stock in exchange for investment in Jyra
Research, Inc......................... $ - $ - $ 147
Issuance of common stock for marketable
securities............................ $ 3,096 $ - $ 3,096
NOTE 1 - BASIS OF PRESENTATION
The accompanying condensed balance sheet as of June 30, 2000, the
condensed statements of operations for the three and six month
periods ended June 30, 2000 and 1999 and for the period from
January 31, 1998 (inception) to June 30, 2000, and the condensed
statements of cash flows for the six month periods ended June 30,
2000 and 1999 and for the period from January 31, 1998
(inception) to June 30, 2000 have been prepared by Path 1 Network
Technologies Inc. (the "Company"), and have not been audited.
These quarterly financial statements, in the opinion of
management, include all adjustments, consisting only of normal
and recurring adjustments, necessary to state fairly the
financial information set forth therein, in accordance with
generally accepted accounting principles. These financial
statements should be read in conjunction with the financial
statements and notes thereto for the year ended December 31, 1999
included in the Company's Form 10/A filed June 19, 2000. The
interim financial information contained in this filing is not
necessarily indicative of the results to be expected for any
other interim period or for the full year ending December 31,
2000.
NOTE 2 - MANAGEMENT ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements
and reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
NOTE 3 - NET LOSS PER SHARE
Basic and diluted net loss per share has been computed in
accordance with Statement of Financial Accounting Standards
(SFAS) No. 128, "Earnings Per Share," using the weighted-average
number of shares of common stock outstanding during the period
including any dilutive common stock equivalents. Common stock
equivalents for the three and six months ending June 30, 2000 and
1999 were excluded from the calculation of diluted earnings per
share because of the anti-dilutive effect.
Pursuant to Securities and Exchange Commission Staff Accounting
Bulletin No. 98, common shares, if any, issued in each of the
periods presented for nominal consideration would be included in
the per share calculations as if they were outstanding for all
periods presented. No such shares have been issued.
NOTE 4 - PRIVATE PLACEMENT OFFERING
In May 1999, the company authorized a private placement offering
of up to 1,250,000 shares of Class A Common Stock to accredited
investors at a price of US$8.00 per share. Between January 1, 2000
and May 31, 2000, the Company sold 600,000 shares of Class A
Common Stock to accredited investors pursuant to this offering,
resulting in net cash proceeds totaling approximately US$4.6
million. In connection with the offering, the Company granted
options to purchase 30,000 shares of Class A Common Stock at an
exercise price of US$8.00 per share through February 2007 as
payment for finder's fees, and incurred other offering expenses
of US$190,000.
NOTE 5 - TRANSACTIONS WITH LEITCH TECHNOLOGY CORPORATION
In April 2000, the Company sold 1,250,000 shares of its Class A
Common Stock in a private placement to Leitch Technology
Corporation ("Leitch") for US$8.00 per share, resulting in gross
proceeds of US$10.0 million. The Company also received 200,000
shares of Leitch common stock with a fair value at the date of
the transaction of US$3.1 million. Leitch's common stock is
publicly traded on the Toronto Stock Exchange under the symbol
"LTV" and on the NASDAQ National Market under the symbol "LVID".
In conjunction with the private placement, the Company entered
into a technology license agreement with Leitch and provided
Leitch a non-exclusive worldwide royalty bearing license (except
as to TrueCircuitT technology in products designed for the
professional video market, which is subject to an exclusive
royalty bearing license in favor of Leitch) to utilize the
Company's intellectual property to develop and sell products
which incorporate its proprietary TrueCircuitT technology. The
Class A Common Stock sold to Leitch are subject to Rule 144's
restrictions on resale as they were unregistered securities
purchased in a private transaction.
NOTE 6 - STOCK OPTIONS
During the six month period ended June 30, 2000, the Company
granted 2,060,410 stock options to employees and consultants with
vesting periods ranging from immediate to four years. The
options are for the purchase of 46,250 shares of Class A Common
Stock at an exercise price of US$8.00 per share and 2,014,160
shares of Class B Common Stock at an exercise price of US$4.35
per share. During the six month period ended June 30, 2000, the
Company recorded compensation expense of US$4.8 million related
to options outstanding to employees and consultants.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
This document may contain forward-looking statements. These
statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should,"
"except," "plan," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," the negative of such terms or other
comparable terminology. These statements are only predictions.
Actual events or results may differ materially.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Moreover, neither we nor any other person assumes responsibility
for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-
looking statements after the date of this report to conform such
statements to actual results or to changes in our expectations.
Except to the extent required by federal law, we disclaim any
duty to update any of the forward-looking statements after the
date of this report to conform such statements to actual results
or to changes in our expectations.
Readers are also urged to carefully review and consider the
various disclosures made by us which attempt to advise interested
parties of the factors which affect our business, including
without limitation the disclosures made under the captions
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Risk Factors" included herein or in
the Company's Registration Statement on Form 10/A and other
reports and filings made with the Securities and Exchange
Commission.
OVERVIEW
Over the next several years we expect a significant increase in
the number of audio, video and telephony transmissions over the
Internet, and accordingly that there will be a market for
products, which can enable wired data transmission networks to
handle equally adeptly each of these kinds of transmissions. We
plan to position ourselves at the forefront of this movement
through the introduction of products based on our proprietary
TrueCircuitT technology. Our TrueCircuitT technology is capable
of enabling the efficient transmission of all communications over
a single network and bringing high-level quality of service (QoS)
and real-time audio, video and telephony capabilities to the
Internet and to standard Internet Protocol (IP) networks. Our
intended real-time data delivery product line for business and,
ultimately, the home would have the potential to change the way
video content is produced and delivered. For example,
TrueCircuitT would enable the producer of video to transmit the
video digitally over an Ethernet network tousers, who would
receive it with negligible latency or jitter. This allows for
the replacement of the current method of using analog video and
facilitates a 100% digital approach to video production,
distribution, editing and broadcast. Businesses and ultimately,
homes could then receive digital video over the Internet. In
addition, we expect TrueCircuitT would ensure that a phone call
placed over the Internet will be delivered as reliably as calls
made over today's telephone network by guaranteeing the same end-
to-end quality of service presently provided by existing
telephone networks. Among other benefits, our intended products
would also enable improved interaction of computers, telephone
equipment, video equipment and network appliances.
As it operates today, IP (which is simply a common set of
procedures, conventions and rules to link together computers and
information across the world) fragments information into packets
of data and automatically routes these packets to their correct
destination via intermediate switching nodes called IP routers.
This process, known as "packet-switching", does not ensure that
packets will arrive in the same order in which they were sent, or
that they will arrive at their destinations in a timely manner.
Packet-switching works best for transmission of data, which is
tolerant of packet re-ordering and large variations in
transmission time (known as "jitter"). Jitter causes the
recipient of an audio or video transmission to experience a jerky
or otherwise imperfect signal. Lengthy download times are often
experienced as packets respectively arrive. In contrast, the
transmission of real-time signals, including audio and video,
requires timely, predictable and consistent delivery.
Traditional telephone networks use "circuit-switching" to meet
the needs of real-time audio signals. Circuit-switching ensures
that a communications signal always has a consistent, fixed point-
to-point path, or "channel", from source to destination. Because
circuit-switching maintains a constant route, it minimizes end-to-
end delays and jitter. However, traditional circuit-switching is
not practical for many of today's Internet uses due to its
relatively rigid and inflexible structure.
Our technology addresses the inherent deficiencies in the
delivery of audio and video data as applied to transmission of
real-time signals by superimposing a circuit-switched
infrastructure on standard IP networking, while maintaining full
compatibility with existing IP networks.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception on January 31, 1998 we have financed our
operations primarily through the sale of common equity securities
to investors and strategic partners. The funds are currently
invested in U.S. Treasury and government agency obligations and
investment-grade corporate obligations. We also hold stock in
two corporate partners, which they issued directly to us.
At June 30, 2000, we had net working capital of US$15.2 million
compared to US$258,000 at December 31, 1999. Cash, cash
equivalents and marketable securities totaled US$15.7 million at
June 30, 2000 compared to US$454,000 at December 31, 1999. For
the next several years, we expect to incur substantial additional
expenditures associated with research and development in addition
to increased costs associated with staffing for management and
administration functions. We anticipate that our existing
resources will enable us to fund operations for a minimum of one
year.
Cash used for operating activities during the six months ended
June 30, 2000 and 1999 was US$3.9 million and US$900,000,
respectively. This increase was primarily the result of an
increase in personnel expenses, promotional and marketing
expenses, recruiting fees and other operating costs.
Cash used for investing activities during the six months ended
June 30, 2000 and 1999 was US$154,000 and US$6,000, respectively.
This increase was primarily the result of the purchase of
computers and other equipment.
Cash provided by financing activities during the six months ended
June 30, 2000 and 1999 was US$15.8 million and US$1.6 million,
respectively. This increase was primarily due to the proceeds
from the private placement with Leitch Technology Corporation and
other private placement issuances.
We have no material commitments other than our operating leases.
Our future capital requirements will depend upon many factors,
including the timing of research and product development efforts
and expansion of our general and administrative functions and
marketing efforts. We expect to continue to expend significant
amounts on research and development staffing, infrastructure and
computer equipment to support on-going research and development
activities.
In April 2000, we sold 1,250,000 shares of our Class A Common
Stock in a private placement to Leitch for US$8.00 per share,
resulting in gross proceeds of US$10,000,000. We also received
200,000 shares of Leitch common stock with a fair market value at
the date of the transaction of US$3.1 million. In conjunction
with the private placement, we entered into a technology license
agreement with Leitch and provided Leitch a non-exclusive
worldwide royalty bearing license (except as to TrueCircuitT
technology in products designed for the professional video
market, which is subject to an exclusive royalty bearing license
in favor of Leitch) to utilize our intellectual property to
develop and sell products incorporating our TrueCircuit
technology.
We may pursue a number of options to raise additional funds,
including borrowings; lease arrangements; collaborative research
and development arrangements with technology companies; the
licensing of product rights to third parties; or additional
public and private financing. There can be no assurance that
funds from these sources will be available on favorable terms, or
at all. If we raise additional funds through the issuance of
equity securities, the percentage ownership of our stockholders
will be reduced, stockholders may experience additional dilution
or such equity securities may provide for rights, preferences or
privileges senior to those of the holders of our common stock.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 VS. THREE MONTHS ENDED
JUNE 30, 1999
Our revenues were immaterial in both the second quarter of 2000
and the second quarter of 1999.
Our research and development expenses increased from US$112,000
for the quarter ended June 30, 1999 to US$3.2 million for the
quarter ended June 30, 2000. The increase of US$3.1 million is
primarily due to new employees and higher personnel expenses for
engineering staff and US$2.7 million from the recognition of
compensation expense associated with the issuance of stock
options below estimated fair value. Increased cash expenditures
were made possible by the receipt of equity financing.
Our sales and marketing expenses increased from US$79,000 for the
quarter ended June 30, 1999 to US$1.5 million for the quarter
ended June 30, 2000. The increase of $1.3 million is primarily
due to an increase in promotional and product marketing expenses
and US$0.6 million from the recognition of compensation expense
associated with the issuance of stock options below estimated
fair value. Increased cash expenditures were made possible by
the receipt of equity financing.
Our general and administrative expenses increased from US$492,000
for the quarter ended June 30, 1999 to US$1.5 million for the
quarter ended June 30, 2000. The increase of US$1.0 million is
primarily due to higher consulting and legal expenses.
Our interest income increased from US$4,000 for the quarter ended
June 30, 1999 to US$77,000 for the quarter ended June 30, 2000.
This increase was due to higher average cash balances during the
quarter ended June 30, 2000.
SIX MONTHS ENDED JUNE 30, 2000 VS. SIX MONTHS ENDED JUNE 30, 1999
Our revenues were immaterial in both the first six months of 2000
and the first six months of 1999.
Our research and development expenses increased from US$653,000
for the six months ended June 30, 1999 to US$4.7 million for the
six months ended June 30, 2000. The increase of US$4.0 million
is primarily due to higher expenses for consulting, higher
engineering staff headcount and higher expenses for prototype
materials and equipment and US$3.3 million from the recognition
of compensation expense associated with the issuance of stock
options below estimated fair value.
Our sales and marketing expenses increased from US$121,000 for
the six months ended June 30, 1999 to US$2.1 million for the six
months ended June 30, 2000. The increase of US$2.0 million is
primarily due to an increase in promotional and product marketing
expenses and US$1.1 million from the recognition of compensation
expense associated with the issuance of stock options below
estimated fair value.
Our general and administrative expenses increased from US$644,000
for the six months ended June 30, 1999 to US$2.3 million for the
six months ended June 30, 2000. The increase of US$1.7 million
is primarily due to higher consulting and legal expenses and
US$0.4 million from the recognition of compensation expense
associated with the issuance of stock options below estimated
fair value mainly to executive search consultants for recruiting
key members of management.
Our interest income increased from US$5,000 for the six months
ended June 30, 1999 to US$95,000 for the six months ended June
30, 2000. The increase of US$90,000 was due to higher average
cash balances during the six months ended June 30, 2000, which
included proceeds from a private placement with Leitch completed
in April of 2000. Cash from this private placement enabled us to
increase our spending in various expense categories in the 2000
period.
Our other expense increased from zero for the six months ended
June 30, 1999 to US$49,000 for the six months ended June 30,
2000. The increase of US$49,000 is due to a loss recorded in
conjunction with the decline in the fair market value of our
investment in Jyra Research, Inc., that was determined to be
other than temporary.
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND THE
OTHER INFORMATION INCLUDED HEREIN AS WELL AS THE INFORMATION
INCLUDED IN OUR FORM 10/A FILED ON JUNE 19, 2000, AND OTHER
REPORTS AND FILINGS MADE WITH THE SECURITIES AND EXCHANGE
COMMISSION BEFORE INVESTING IN OUR COMMON STOCK. OUR BUSINESS AND
RESULTS OF OPERATIONS COULD BE SERIOUSLY HARMED BY ANY OF THE
FOLLOWING RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE PART OR ALL
OF YOUR INVESTMENT.
IT IS DIFFICULT TO EVALUATE OUR BUSINESS BECAUSE WE HAVE NOT YET
LAUNCHED ANY PRODUCTS COMMERCIALLY.
We have a relatively brief operating history. We were
incorporated in January 1998 and commenced operations in May
1998. We do not yet have any products in commercial production.
Accordingly, we are subject to all of the risks associated with
new business ventures including, without limitation, those
associated with raising capital, acquiring or developing products
which function as intended, arranging for suitable manufacturing
facilities, entering into strategic relationships with other
companies, identifying and retaining necessary personnel,
establishing and penetrating markets for our proposed products
and achieving profitable operations.
WE NEED MORE WORKING CAPITAL TO EXPAND OUR BUSINESS, AND OUR
PROSPECTS FOR OBTAINING ADDITIONAL FINANCING ARE UNCERTAIN.
As we are a new business with no sales or revenues to date, we
anticipate that we will require additional financing to fund
expansion, to develop new or enhance existing services or
products, to respond to competitive pressures or to acquire
complementary products, businesses or technologies. If additional
funds are raised through the issuance of equity or equity-linked
securities, the percentage ownership of our stockholders would be
reduced. In addition, these securities may have rights,
preferences or privileges senior to the rights of the securities
held by our current stockholders. We cannot guarantee that
additional financing will be available in the future on terms
favorable to us, or at all. If adequate funds are not available
or are not available on acceptable terms, our ability to continue
our operations, fund our expansion, take advantage of potential
opportunities, develop or enhance products, or otherwise respond
to competitive pressures would be significantly limited. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operation - Liquidity and Capital Resources" for a
discussion of working capital.
WE ARE RELYING ON LEITCH TECHNOLOGY CORPORATION FOR MARKETING
INTO OUR FIRST TARGET MARKET.
Pursuant to the Technology License Agreement between us and
Leitch Technology Corporation dated April 10, 2000, we have
granted Leitch an exclusive license, even as to us, for sale of
TrueCircuitT-based products into the professional broadcast video
market. This is the first agreement that we have entered into for
licensing and sale of TrueCircuitT-based products. We are
precluded from selling our intended products directly into the
professional broadcast video market until the exclusive license
expires. The exclusive license will last for one year and,
thereafter, shall automatically renew for consecutive additional
one-year periods provided we receive the minimum aggregate monies
and other consideration for that year as set forth in the
Technology License Agreement. Therefore, it is possible that
Leitch's exclusive license shall continue well past its initial
one-year term, thus lengthening the period of time during which
we will be prohibited from selling and marketing directly into
this first target market. Although it is possible that we may
sell the PG1 (the TrueCircuitT-based product that we have
developed for distribution into the professional broadcast video
market) to Leitch for re-sale into this target market,
discussions regarding such a distribution agreement are still in
the early stages.
Our ability to profit from the professional broadcast video
market, whether it be through sale of the PG1 to Leitch or future
direct sales into this target market, will depend heavily upon
the motivation and success of Leitch in developing,
manufacturing, launching and marketing TrueCircuitT-based
products in this field. The more successful their efforts, the
more royalties we shall ultimately receive from Leitch (such
royalties shall not commence until termination of the five-year
royalty-free period in favor of Leitch). If Leitch's TrueCircuitT-
based products experience difficulties (e.g. operational
malfunctions or poor sales experience) upon their introduction to
the professional broadcast video market, TrueCircuitT may
encounter difficulties in marketing TrueCircuitT-based products
in other fields.
OUR PROPOSED PRODUCTS ARE ONLY AT A DEVELOPMENTAL STAGE
Our proposed products are either at the conceptual stage, i.e.,
ideas for products, or have been reduced to beta units or
prototypes that must be tested and modified. Our product
development and commercialization process will incorporate the
necessary steps to assure conformance to industry standards and
protocols. This conformance shall include FCC part 68 compliance,
the North American Telecom Testing Standards, for the telephone
interface on the TMGII (none of our other products, as currently
envisioned, have a telephone interface and therefore do not have
this requirement) and Underwriter Laboratories certification for
the PG1 (all of our other products were designed so as not to
require this certification). Our current marketing plans and
product designs do not require any other certifications. We must
continue our efforts to design these proposed products and
arrange for prototypes of each product to be manufactured, tested
and de-bugged before we can implement our marketing plan. There
is no assurance that each of these milestones can be achieved or
that, if they are achieved, we will be able to effectively market
our products and achieve profitable operations.
WE MAY BE UNABLE TO OBTAIN PATENT PROTECTION FOR OUR CORE
TECHNOLOGY AND PRODUCTS, AND THERE IS A RISK OF INFRINGEMENT
We intend to patent our core technology and our products.
However, there can be no assurance that patents will be issued to
us, or, if patents are issued, that they will be broad enough to
prevent significant competition or that third parties will not
infringe upon or design around such patents to develop a
competing product. Furthermore, others may design and manufacture
superior products.
In addition to seeking patent protection for our products, we
intend to rely upon a combination of trade secret, copyright and
trademark laws, and contractual provisions to protect our
proprietary rights in our products. There can be no assurance
that these protections will be adequate or that
competitors will not independently develop technologies that are
substantially equivalent or superior to our products.
There has been a trend toward litigation regarding patent and
other intellectual property rights in the telecommunications
industry. Although there are currently no lawsuits pending
against us regarding possible infringement claims, there can be
no assurance such claims will not be asserted in the future or
that such assertions will not materially adversely affect our
business, financial conditions and results of operation. Any such
suit, whether or not it has merit, would be costly to us in terms
of employee time and defense costs and could materially adversely
affect us. If an infringement or misappropriation claim is
successfully asserted against us, we may need to obtain a license
from the claimant to use the intellectual property rights. There
can be no assurance that such a license will be available on
reasonable terms or at all.
WE FACE COMPETITION IN OUR INDUSTRY FROM MUCH LARGER COMPANIES
WITH SIGNIFICANTLY GREATER RESOURCES THAN OUR OWN, AND SUCH
COMPETITION IS LIKELY TO INCREASE IN THE FUTURE.
Although our strategy is to seek to enter markets where our
intellectual property gives us a strong competitive advantage, we
still presently face indirect and direct competition in these
markets. We anticipate that the competitive pressures we
currently face will increase significantly in the future. A
number of major network equipment providers such as Cisco
Systems, 3Com and Lucent have announced network convergence
strategies. Other competitors are developing alternative network
approaches which, if successful, could materially and adversely
affect us. Many of our current and potential competitors have
longer operating histories, significantly greater financial,
technical and marketing resources, greater name recognition and
substantially larger customer bases then we have. In addition,
many of our competitors may be able to respond more quickly than
we can to new or emerging technologies, as well as devote greater
resources than we can to the development, promotion and sale of
their products. Increased competition could force us to reduce
prices, could lower our projected margins and could hinder our
ability to gain or hold market share. In addition, if we expand
internationally, we may face additional competition. There can be
no assurance that we will be able to compete successfully against
current and future competitors.
WE MAY NOT BE ABLE TO PROFIT FROM GROWTH IN OUR BUSINESS IF WE
ARE UNABLE TO EFFECTIVELY MANAGE THE GROWTH
Our senior managers have limited or no experience in management
positions and in managing rapid growth. We anticipate (but by no
means do we guarantee) that we will grow rapidly in the near
future and that this growth will place significant strain on our
managerial, financial and
personnel resources. The pace of our anticipated expansion,
together with the complexity of the technology involved in our
proposed products, demands an unusual amount of focus on the
operational needs of our future customers for quality and
reliability, as well as timely delivery and post-installation
field support. In addition, relationships with new customers
generally require significant engineering support. Therefore,
adoption of our products by customers would increase the strain
on our resources, especially our engineers. To reach our goals,
we will need to hire on a rapid basis, while, at the same time,
invest in our infrastructure. We expect that we will also have to
expand our facilities. In addition, we will need to:
- successfully train, motivate and manage new employees;
- expand our sales and support organization;
- integrate new management and employees into our
overall operations; and
- establish improved financial and accounting systems.
We may not succeed in anticipating all of the changing demands
that growth would impose on our systems, procedures and
structure. If we fail to effectively manage our expansion, our
business may suffer.
COMPETITION FOR EMPLOYEES IN OUR INDUSTRY IS INTENSE, AND WE MAY
NOT BE ABLE TO HIRE KEY EMPLOYEES.
Our future success will depend, in part, on our ability to
attract and retain highly skilled employees, particularly
management (including senior management), technical and sales
personnel. We believe our current roster of senior management is
incomplete and that if we are to succeed we must identify and
hire several additional professional senior managers, including a
Vice President of Network Systems, Vice President of Marketing
and Sales and Vice President of Engineering. Competition for
employees in our industry and in our geographic region is intense
due to the scarcity of available people with the necessary
professional technical skills. We may be unable to identify and
attract highly qualified employees in the future. In addition, we
may not be able to successfully assimilate these employees or
hire qualified key management personnel to replace them.
WE ARE DEPENDENT ON OUR KEY EMPLOYEES FOR OUR FUTURE SUCCESS, AND
NONE OF THESE KEY EMPLOYEES IS OBLIGATED TO STAY WITH US.
Our success depends on the efforts and abilities of our senior
management, specifically Ronald Fellman, Douglas Palmer, Michael
Elliott, Richard Slansky and other senior managers yet to be
identified and hired, and certain other key personnel including
Alan Remen, Yendo Hu, John Hooker, Grady Taylor and John Beer. We
currently do not have key man life insurance on any of these
employees. If any of these key employees leaves or is seriously
injured and unable to work and we are unable to find a qualified
replacement, then our business could be harmed.
WE ARE IN LITIGATION WITH A FORMER COMPANY INSIDER. THIS
LITIGATION MAY BE PROTRACTED AND MAY DIVERT COMPANY RESOURCES
AWAY FROM THE CONDUCT OF OUR BUSINESS.
Dr. Franklin Felber, a former director and officer of ours, has
sued us and three of our directors for alleged wrongdoing in
connection with an option to purchase 255,640 shares of our Class
A Common Stock which he granted to Jyra Research, Inc. in January
1999. Felber's action, filed November 29, 1999, seeks unspecified
compensatory and punitive damages. Also, we are suing him for
breach of oral contract, breach of fiduciary duty, breach of the
covenant of good faith and fair dealing, and unfair business
practices in connection with representations made to us to induce
us to issue stock to him. We are seeking damages.
The litigation may cause a substantial expense for attorneys fees
and a diversion of management attention, regardless of the
outcome of the litigation. In addition, disputes such as this one
can be harmful to companies, especially a company such as ours
which is in the early stage of development.
OUR EXECUTIVE OFFICERS, DIRECTORS AND 5% STOCKHOLDERS CURRENTLY
MAINTAIN SUBSTANTIAL VOTING CONTROL OVER US, WHICH WILL ALLOW
THEM TO CONTROL MOST MATTERS SUBMITTED TO STOCKHOLDERS FOR
APPROVAL.
Our executive officers, directors and 5% stockholders
beneficially own, in the aggregate, 58% of our outstanding Class
A Common Stock. As a result, these stockholders (or subgroups of
them) retain substantial control over matters requiring approval
by our stockholders, such as the election of directors and
approval of significant corporate transactions. This
concentration of ownership may also have the effect of delaying
or preventing a change in control.
UNANTICIPATED DELAYS OR PROBLEMS IN INTRODUCING OUR PROPOSED
PRODUCTS OR IMPROVEMENTS TO OUR PROPOSED PRODUCTS MAY CAUSE
CUSTOMER DISSATISFACTION OR DEPRIVE US OF THE "FIRST-TO-MARKET"
ADVANTAGE.
Except for Michael Elliott and Richard Slansky, management has
limited or no experience in manufacturing and shipping products.
In addition, delays in the development of prototype products are
not uncommon in high-tech industries such as ours. If we
experience problems related to the introduction or modification
of our proposed products or the reliability and quality of such
products, which problems delay the introduction of our proposed
products or product improvements by more than a few months, we
could experience reduced product sales and adverse publicity. We
believe that whichever company is first-to-market with viable
products in the markets we intend to address will gain a
significant advantage with customers; delays could prevent us
from being the company which gains this advantage.
Our proposed products are complex and are likely to contain a
number of undetected errors and defects, especially when these
proposed products are first released. These errors or defects, if
significant, could harm the performance of these proposed
products, result in ongoing redevelopment and maintenance costs
and/or cause dissatisfaction on the part of customers. These
costs, delays or dissatisfaction could harm our business.
MANAGEMENT MAY APPLY THE PROCEEDS RECEIVED FROM ANY ONGOING OR
FUTURE SALE OF OUR SECURITIES TO USES THAT DECREASE OUR PROFITS
OR MARKET VALUE.
We have used, and will continue to use, the net proceeds from
sale of our securities for general corporate purposes, including
working capital, and for research and development, but also for
matters such as legal fees for litigation. We determine, based on
our existing needs, how the proceeds will be allocated among the
anticipated uses. Accordingly, our management has significant
flexibility in applying the net proceeds from any sale of our
securities and operating income (if any). The money may be used
for corporate purposes that have the unintended effect of
decreasing stockholder value.
TO DATE THERE HAS BEEN ONLY A LIMITED PUBLIC MARKET FOR OUR
COMMON STOCK AND THERE IS NO ASSURANCE THAT AN ACTIVE TRADING
MARKET FOR OUR COMMON STOCK WILL EVER EXIST.
As of July 5, 2000, there were 7,937,651 shares of our Class A
Common Stock outstanding. Prior to this registration of our Class
A Common Stock under the Securities Exchange Act of 1934, there
has been only a limited public market for Path 1 securities.
There can be no assurance that a broad public market for our
securities will arise once our Class A Common Stock is
registered. We may be unable to attract and maintain good-quality
market makers. In the event a liquid market for our Class A
Common Stock does develop, there can be no assurance that the
market will be strong enough to absorb all of the Class A Common
Stock currently owned by our stockholders. In addition,
subsequent issuances of equity or equity-linked securities may
further saturate the market for our Class A Common Stock. The
resale of substantial amounts of our Class A Common Stock will
have a depressive effect on the market.
Principal stockholders with an aggregate of 3,339,360 shares of
Class A Common Stock were subject to a lock-up agreement which
expired on February 1, 2000. 1,655,000 of these shares were sold
by two of these principal stockholders to Leitch on April 10,
2000. Because these principal stockholders were "affiliates" for
purposes of Rule 144, tacking was not permitted and Leitch was
required to commence a new holding period. These 1,655,000 shares
may not be resold under Rule 144 until April 2001, one year after
they were purchased. Public resales of an additional 1,428,720 of
the shares previously subject to the lock-up agreement, beginning
three months after the effective date of this registration
statement, could result in an imbalance of supply and demand in
the market for our Class A Common Stock. These 1,428,720 shares
cannot be resold publicly before the three-month point because
they are "control securities" which could only be resold under
Rule 144, and by its terms Rule 144 has not been available for
resales for some time before February 1, 2000 and will also not
be available for the first three months after our Securities
Exchange Act registration via this Form 10. Franklin Felber, the
former owner of the remaining 255,640 shares of Class A Common
Stock subject to the expired lock-up agreement, is not subject to
Rule 144. Dr. Felber has 1,000 shares of record of Class A
Common Stock.
THE MARKET PRICE OF OUR CLASS A COMMON STOCK MAY FLUCTUATE
SIGNIFICANTLY, IN WHICH CASE STOCKHOLDERS MAY LOSE ALL OR PART OF
THEIR INVESTMENT.
Our Class A Common Stock is presently quoted for trading on the
Pink Sheets, a static, paper-based quotation medium that
typically includes thinly traded, speculative companies with few
market makers, and on the Third Segment of the Frankfurt Stock
Exchange. Once this registration statement has been declared
effective, we plan to be reinstated on the OTC Bulletin Board, a
regulated quotation service that displays real-time quotes and
other information about over-the-counter (OTC) equity securities.
The market price for our Class A Common Stock is susceptible to a
number of internal and external factors including:
- quarterly variations in operating results;
- announcements of technological innovations;
- the introduction of new products or changes in
product pricing policies by us or our competitors;
- proprietary rights disputes or litigation; and
- changes in earnings estimates by analysts or
other factors.
In addition, stock prices for many technology companies fluctuate
widely for reasons which may be unrelated to operating results.
These fluctuations, as well as general economic, market and
political conditions such as interest rate increases, recessions
or military conflicts, may materially and adversely affect the
market price of our Class A Common Stock.
WE OFFER STOCK OPTIONS TO OUR EMPLOYEES, WHICH COULD RESULT IN
SUBSTANTIAL DILUTION TO ALL STOCKHOLDERS.
In order to provide incentives to current employees and induce
prospective employees and consultants to work for us, we have
offered and issued options to purchase our Class A Common Stock
and Class B Common Stock. As of July 5, 2000, there were options
outstanding to purchase 936,086 shares of our Class A Common
Stock, and there were options outstanding under our 1999 Stock
Option/Stock Issuance Plan to purchase 2,332,216 shares of Class
B Common Stock. We will continue to issue options to purchase
sizable numbers of shares of stock to new and existing employees,
directors, advisors, consultants or other individuals as we deem
appropriate and in our best interests. The grant and subsequent
exercise of such options could result in substantial dilution to
all stockholders. As of July 5, 2000, 1,167,784 shares of Class B
Common Stock under our 1999 Stock Option/Stock Issuance Plan
remain authorized but not yet subject to options.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
We are exposed to changes in interest rates primarily from our
investments in certain held-to-maturity securities. Under our
current policies, we do not use interest rate derivative
instruments to manage exposure to interest rate changes. A
hypothetical 100 basis point adverse move in interest rates along
the entire interest rate yield curve would not materially affect
the fair value of our interest sensitive financial instruments at
June 30, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On September 20, 1999, we filed a complaint against certain
stockholders and their affiliates for breach of oral contract,
professional negligence, breach of fiduciary duty, constructive
trust, breach of the covenant of good faith and fair dealing and
unfair business practice, primarily in connection with the
allocation of founders stock of the Company. On November 29,
1999, Dr. Franklin Felber, a former officer and director of ours,
who was a defendant in the September 20, 1999 complaint, filed a
cross-complaint against us, certain of our directors and Jyra
Research, Inc. alleging fraud, breach of fiduciary duty, breach
of the covenant of good faith and fair dealing, and
misrepresentation in connection with the exercise by Jyra's
assignees of Jyra's arrangement to purchase from him for US$4.00
per share, 30,000 shares of our Class A Common Stock in February
1999 and 225,640 shares of our Class A Common Stock in July 1999.
In April 2000, this complaint and all counterclaims arising out
of it were settled as to all parties other than Dr. Felber.
Other than with respect to Dr. Felber, the parties released the
original complaint and all counterclaims against each other and
certain directors of Path 1.
We have not yet determined the potential financial impact of the
remaining litigation. There can be no assurance that it may not
have a material adverse impact on our financial position and
results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) In April 2000, we sold pursuant to a Section 4(2) private
placement, 1,250,000 shares of unregistered Class A Common Stock
to Leitch . See "Liquidity and Capital Resources". In
addition, in May 2000, we sold 125,000 shares of unregistered
Class A Common Stock in a Section 4(2) private placement to
Schauer & Heffner Treuhandgesellschaft mgH ("Heffner") for
US$8.00 per share, resulting in gross proceeds of US$1,000,000.
Commissions in the amount of US$50,000 and 6,250 options on Class
A Common Stock were paid for the Heffner investment.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 25, 2000, an Action by Written Consent of the
Stockholders of the Company was executed to adopt the 1999 Stock
Option/Stock Issuance Plan. The number of shares voted in favor
of the Written Consent were 4,333,720. Due to the nature of the
solicitation, the number of dissenting votes could not be
tallied.
On April 26, 2000, an Action by Written Consent of the
Stockholders of the Company was executed to amend the Certificate
of Incorporation and a Certificate of Amendment of Certificate of
Incorporation of Path 1 Network Technologies Inc. was submitted.
The number of shares voted in favor of the Written Consent were
4,610,738. Due to the nature of the solicitation, the number of
dissenting votes could not be tallied.
On May 31, 2000, an Action by Written Consent of the Stockholders
of the Company was executed to amend the 1999 Stock Option/Stock
Issuance Plan to increase the number of shares of Class B Common
Stock available for issuance under the Plan from 2,500,000 to
3,500,000 shares. The number of shares voted in favor of the
Written Consent were 4,277,720. Due to the nature of the
solicitation, the number of dissenting votes could not be
tallied.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 3.1 - Certificate of Incorporation, as amended.#
Exhibit 3.2 - Amended and Restated Bylaws.#
Exhibit 10.9 - Agreement of Purchase and Sale by and
between us and Leitch Technology Corporation,
dated April 10, 2000.#
Exhibit 10.10 - Stockholder's Agreement by and among us,
Leitch Technology Corporation, Ronald D.
Fellman, Douglas A. Palmer and Michael T.
Elliott dated as of April 10, 2000.#
Exhibit 10.11 - Technology License Agreement between us
and Leitch Technology Corporation dated April
10, 2000.#
Exhibit 10.12 - Settlement Agreement and Mutual Release
dated April 11, 2000.#
+Exhibit 10.13 - Employment Agreement between us and
Michael T. Elliott dated April 7, 2000#
Exhibit 27.1 - Financial Data Schedule
(b) We did not file any reports on Form 8-K during the second
quarter of 2000.
_______________
# Incorporated by reference to our Form 10/A, as declared
effective by the SEC on June 19, 2000.
+ Management compensation agreement.
SIGNATURES
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.
Path 1 Network Technologies Inc.
/s/ Michael T. Elliott
-------------------------
Michael T. Elliott
President and Chief Executive Officer
/s/ Richard B. Slansky
------------------------
Richard B. Slansky
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: August 11, 2000
Exhibit List
3.1 - Certificate of Incorporation, as amended.#
3.2 - Amended and Restated Bylaws.#
10.9 - Agreement of Purchase and Sale by and between us and
Leitch Technology Corporation, dated April 10, 2000.#
10.10 - Stockholder's Agreement by and among us, Leitch
Technology Corporation, Ronald D. Fellman, Douglas A.
Palmer and Michael T. Elliott dated as of April 10, 2000.#
10.11 - Technology License Agreement between us and
Leitch Technology Corporation dated April 10, 2000.#
10.12 - Settlement Agreement and Mutual Release dated
April 11, 2000.#
+10.13- Employment Agreement between us and Michael T.
Elliott dated April 7, 2000#
27.1 - Financial Data Schedule
_______________
# Incorporated by reference to our Form 10/A, as declared
effective by the SEC on June 19, 2000.
+ Management compensation agreement.
