UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FORM 10-KSB
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1999
[ ] 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 000-93341
OnLine Power Supply, Inc.
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(Name of Small Business Issuer in its charter)
Nevada 84-1176494
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6909 South Holly Circle, #200, Englewood, CO 80112
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number 303.741.5641
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of class)
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(Title of class)
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 filed such reports) YES X, and (2) has been subject
to such filing requirements for the past 90 days. NO X
Indicate by check mark if disclosure of delinquent filers, pursuant to
Item 405 of Regulation S-K is not contained herein and will not be 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. [ ]
Registrant's revenues in fiscal year 1999 were $314,829.
Aggregate market value of the voting stock held by non-affiliates as of
March 24, 2000: $196,500,000.
Number of common shares outstanding as of December 31, 1999 and
March 24, 2000: 16,954,119 shares.
Documents incorporated by reference: None. However, exhibits are
incorporated. See Item 13.
Transitional Small Business Disclosure Format: YES ___ NO ___
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PART I
Item 1. Description of Business.
(a) Business Development
We were originally founded as a Colorado corporation in 1991 under the
name Roth Financial Fitness, Inc. to market the financial fitness and
wealth-building concepts of J.W. Roth. We developed a mail order program of
videos, workbooks, telephone consultant sessions with financial experts and
monthly newsletter. These items were marketed and sold through infomercials and
television advertising featuring celebrities. This business was not successful
and the plan of operations was abandoned in late 1994.
In July 1995, we changed our name to OnLine Entertainment, Inc. and
developed a business plan to sell entertainment products which we packaged
through the Internet. Our products were to include nature films, rock and roll
record compilations, and other items. In late 1995 and early 1996 we also
performed a limited amount of media advertising placement work for other
companies (arranging radio and television advertising time for our clients).
This business plan also was unsuccessful.
In 1996, we acquired 100% of the stock of Glitch Master Marketing, Inc.
Our acquisition of the common stock of that entity in exchange for shares of our
common stock was treated for accounting purposes as a recapitalization of that
entity, with that entity as the acquiror. The entertainment business line was
discontinued after the merger.
In 1997 we acquired Renaissance Systems, Inc. and formed OnLine Power
Supply, Inc. as a 100% subsidiary to develop new products in the power supply
business (Renaissance was not continued as a separate subsidiary). In December
1999 the two subsidiaries OnLine Power Supply, Inc. and Glitch Master Marketing,
Inc. transferred their assets and liabilities to us and the subsidiaries were
dissolved. As used in this Form 10-KSB, unless otherwise specified, references
to OPS mean either the former subsidiary OnLine Power Supply, Inc. or the line
of products it has developed, and references to GMM mean either the former
subsidiary Glitch Master Marketing, Inc. or the products it has developed. In
2000, GMM products will be discontinued.
We changed our name to OnLine Power Supply, Inc. and at that time
changed our stock symbol to "OPWR" from "ONLN."
(a)(1) Form and Year of Organization. A Nevada corporation (originally a
Colorado corporation formed in 1991, then changed to Nevada corporate domicile
in 1996).
(a)(2) Any Bankruptcy, Receivership or Similar Proceeding. None
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(a)(3) Any Material Reclassification, Merger, Consolidation, or Purchase or
Sale of a Significant Amount of Assets not in the Ordinary Course of Business.
None in 1998 or 1999.
(b) Business of Issuer
We have developed patented and patent pending proprietary technology
for what we believe are better power supply systems for electronic devices (our
OPS line of products). The electrical current (power supply) going into such
devices has to be converted and controlled so the power is constantly and evenly
supplied in the right format. Computers, for example, must use direct current
(steady flow, or "DC"), but most output from electrical suppliers (utilities) is
alternating current ("AC"). There is a power supply system in every computer
which converts the AC power into DC. These computers are used in personal
computing, office environments, industrial applications, tele- communication
switching stations, and a host of other uses.
We estimate that the total annual United States market for the size of
power supply systems which we have designed is approximately $4 billion, meaning
that original equipment manufacturers ("OEM") and end users in the United States
buy that dollar volume every year. Another $5 billion is spent on systems in
Europe and Asia every year. Our business model projects that our OPS line may
start to be "designed into" new generations of smaller advanced electronic
devices by a number of manufacturers. Our competitors' current products will not
fit the new generations' standards of efficiency, size and weight which the
manufacturers appear to be adopting on their own. Therefore, our products should
enable us to capture a share of the annual market.
Through 1999 we made and sold a computer power interruption circuit
under the name "Glitch Master." This part of our business is winding down and
will be discontinued for the most part in 2000.
Our offices are located at 6909 South Holly Circle, suite 200,
Englewood, Colorado 80112; telephone 303.741.5641 (fax 303.741.5679).
(b)(1) Principal products or services and their markets.
There are two basic technologies for converting AC power to DC power:
linear and switching. Linear power supply technology has been around since the
turn of the century. It consists of a transformer, bridge rectifier and a filter
cap. It is bulky, heavy and very inefficient, dissipating over 50% of its power
to heat. A 200 watt power supply weighs approximately 40 lbs. and is 19" x 10" x
7", however, the advantage is a very clean, smooth output of the voltage and
current which is needed in many applications.
Thirty years ago, electrical engineers discovered how to increase the
efficiency and size of the linear power supply by immediately changing AC power
to DC power then switching the transformer on and off at high speeds to create
the flow of power across the transformer. This is known as switching technology.
The downfall of this technique is noisy power (switching the
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transformer on and off creates huge surges, spikes, harmonics and radiated noise
in systems). However, motors and logic circuits don't mind this noise.
Therefore, the computer industry exclusively uses these power supplies. They are
large and inefficient. Because they are inefficient, a lot of electrical power
going into the system is wasted and lost to heat; almost all computers using the
traditional switching technology must use ventilating fans to keep the systems'
operating temperatures cool. Also, more capacity (a bigger system) is needed to
compensate for inefficiencies.
We believe we have developed a significant improvement to the switching
technology, by designing semiconductor controls into the switching technology to
create high efficiency systems that enhance voltage conversion. This new product
line features significant improvement in efficiency (93% efficient compared to
50%-70% in current technology), size and weight (80% lighter) and a reduction in
parts count of up to 50%.
Our technology, which is exclusively owned, will produce power supply
products for applications in the electronics industry, including the
telecommunication, industrial, commercial, medical, government and computer
markets. Prototype products have been developed and patents have been filed. One
patent has been granted to date by the United States Patent and Trademark Office
(Pat. No.5,798,671) which relates to our earlier versions of the OPS products
(power corrected front end modules). An application for another patent was filed
in 1999 which covers numerous refinements and improvements to the OPS
technology. The second patent is now in review at the United States Patent and
Trademark Office. Certification by Underwriters Laboratories has been received
for certain components of the OPS products. Discussions with a number of large
corporations are ongoing for possible contracts to buy OPS products. To date, no
contacts have been secured.
Presently, we are in discussions with a number of potential customers
who may buy our OPS products. We are making prototype versions of our products
for evaluation by potential customers, which include some of the larger
corporations in the United States. We have sold only a few of the OPS products
as demonstration units, and we have not signed any contracts yet. Manufacturing
will be done by others, so we won't have to build factories. Our products are
marketed by employees and independent distributors. We are estimating that if we
obtain contracts for the OPS products, our per unit sales price would be from
$150 to $500. Based on detailed discussions with Saturn Electronics and
Engineering, Inc. our direct operating costs are estimated to be 50% or less of
sales. Therefore, if we can sign contracts for this line, we may have sales
revenues in 2000 and 2001, but whether we can make any profits in this period of
time will depend on the amount of our general and administrative, engineering,
and product design costs.
GMM has sold unique products related to better power supply performance
since 1990; these products are sold to several niche markets which require very
stable power for voltage-sensitive computer and machinery operations. We are
winding down this product. We have recorded revenues from sales of this product
line in 1998 and 1999, but presently are not predicting significant sales in
2000.
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Power Supply Technology
We believe the OPS technology will produce a new generation of power
supply devices. While new electronic products are being introduced in smaller,
faster, more complex and more powerful configurations, the power supply, which
is one of the most basic components of all electronics, has not changed its
basic technology since AC current became the standard. Every electronic product
today uses a 20-year old inefficient technology to convert and control
electrical current. While this technology works, significant advances are being
made in electronic applications. However, these continued advances in new
products are being limited by the limitations of the power supply systems which
are presently available in the market. Current possibilities in electronics
"architecture" are becoming limited by power supply systems which are too large
and heavy, and run inefficiently and generate significant amounts of heat (lost
power). Present power systems also lose power at higher temperatures.
For example, a traditional AC to DC power supply systems for a computer
usually operates at about 70% efficiency. Computer designers must design in
power supplies which are rated significantly higher (usually 30% higher at a
minimum) than the applications really need. Fans are needed to keep temperatures
at acceptable levels. Additional components and circuits help minimize the
intrusion of spikes, harmonics and radiated electrical "noise" which are
unavoidable in the systems and still cannot be eliminated, even with the
introduction of switching technology in the 1960s. These needed features add
cost, complexity, size and weight to the end product, i.e. the power system.
Therefore, while advances in circuit technology keep producing more powerful
applications which need less space, the unchanged power supply technology keeps
the overall size of the devices larger than necessary.
We have applied a problem solving strategy to power supply systems, and
designed and built new devices that will keep pace with advances in electronic
manufacturing. The new technology is significantly different from traditional
linear or switching power supply products. OPS products feature 93%-97.4%
efficiency factors, 80% reduction in weight, and up to 50% fewer parts (which
decreases the size and complexity of the products). Additionally, the new
products experience virtually no magnetic thermal deration (loss of performance
because of heat build up); therefore, fans and other ventilating measures are
not needed.
We have completed our first new technology product, the Power Factor
Corrected Front End module ("PFCFE"). The PFCFE is a modular power supply that
converts AC voltage to DC voltage. Any electrical machine, such as electronic
equipment with "memory" supplied by a computer chip, requires DC voltage to
operate. The PFCFE converts, translates and conditions AC voltage from the wall
plug into DC power language that sophisticated electronic equipment can use
efficiently. The PFCFE design, small size and weight provide flexibility to
end-user design engineers, particularly in the telecommunications industry. This
design allows the PFCFE to be utilized in distributed power systems or as a
modification to existing power supplies that require power factor correction.
The power factor correction brings the front end voltage and current into phase
and enables the unit
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to pull constant current from the power line. It eliminates damaging and
inefficient harmonies and current spikes.
We believe the PFCFE device exceeds the requirements of new European
standards that take effect in 2001. These standards require efficient
utilization of power throughout Europe and will ultimately become worldwide
standards. Efficiency is measured with reference to the "perfect power factor"
of 1.0; the PFCFE's power factor is .99984.
We have produced prototypes of the PFCFE module and obtained electrical
certifications for the prototypes, and are completing development of its next
new technology, a 48 Vdc distributed power supply. We believe these first two
OPS products will form the basis for approximately 30 product lines for
different power requirements and commercial uses.
One application of the PFCFE is a very small module which is adaptable
to distributed power systems (particularly in telecommunications) and will fit
into a PS2 computer power supply. Currently, prototype units are being evaluated
by a number of large potential customers.
We have conducted performance test comparisons between the PFCFE and a
"state-of-the- art" competitive product. We believe these tests demonstrate the
superiority of the PFCFE to the best competitive products on the market because
PFCFE was more efficient and dissipates substantially less heat without thermal
deration. The PFCFE may have a technological advantage in the marketplace.
Performance and design testing has been conducted on a regular basis
since August 1997. In August 1997, Doyle & Associates, Inc. ran tests to
evaluate the long term market feasibility of our then-current OPS product line.
These tests included verification of operating efficiencies, power factor
correction ratings, and the operating temperature range for our product line
versus other companies' products. Richard L. Doyle provides us consulting
services from time to time.
In October 1998, INTERtest Systems Inc. conducted tests at its
independent laboratory to evaluate our products' compatibility with
internationally accepted standards and to insure product compatibility into
certain market arenas such as telecommunications. These tests covered
electromagnetic compatibility for the "immunity standard" in the electronics
industry; levels of radiated emissions; conformance with standards of
electromagnetic discharge requirements; radiated frequency, electrical fast
transients and transients surge, and radio-frequency fields inducted
disturbances. The standards used in the tests were CENELEC EN 50 081-1:1992; 55
022:1995; 50 082-1:1992; and 61 000-4-2 through 4-6:1995. Our products met all
of these standards.
Later in 1998, INTERtest Systems Inc. ran an initial testing review for
tolerances related to compatibility with electronic components (spacing and
clearance, and short circuits), as well as safety issues which would be
addressed by Underwriters' Laboratories. Some changes in design were adopted to
improve tolerances compatibility.
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In August 1999, Accelerated Reliability Test Centers (a division of
QualMark Corporation) conducted highly accelerated life testing ("HALT") to
uncover potential design and/or process weaknesses in our products. During HALT
testing, the OPS power supply units were subjected to increasingly higher stress
levels caused by vibration, heat, rapid temperature change; combined
environments, and power cycling. Our products passed the HALT testing without
difficulty.
In October 1999, UL approved the OPS product line under UL file
#E203110, Project #99NK36016.
In November 1999, Doyle and Associates conducted a "mean time between
failure " test to determine long term reliability of our products. The Bellcore
Standard data base was used as the performance reference benchmark. Our products
were rated at a temperature of 50 degrees Centigrade to last 798,557 hours (91
years).
Technical Comparisons of OPS and Traditional Power Supply Devices
We have summarized in the chart below the benefits of OPS technology
compared to the devices made by our competitors. The chart reflects a
statistical analysis of our competitors' products as published in technical
journals and trade magazines. Traditionally, power supply devices are evaluated
according to their specifications, which are a demonstration of expected
performance in the field. For example, a 1000 watt power supply rated at 70%
efficiency will dissipate significantly more heat (300 watts). This condition
would require cooling by a fan to keep moving air over the device to remove the
heat buildup. However, this condition also would make such a unit less reliable
because it operates in a narrow temperature range while taking up more valuable
space within the power supply unit. A 1000 watt OPS power supply with 90%
efficiency will dissipate only 100 watts of heat, which means it will last
longer, require less cooling (none in some applications), and allow it to
operate over a greater temperature range in a dramatically smaller space.
Therefore, we believe the OPS power supply devices are smaller, lighter, more
efficient, and more reliable. These benefits are summarized below.
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OPS POWER SUPPLY FEATURES/BENEFITS CONVENTIONAL SWITCH/LINEAR TECHNOLOGY
Weight-1 lb. 9 ounces 300w=5.5lbs.
(250-1000w) 1000w= 11.2 lbs.
Dimensions- 2.7" x 6.7" x 1.5" 5" x 5" x 11"(1000w)
27.13 cu.in. 275 cu.in.
(250-1000w)
93%-97.5% efficient 50%-75% efficient
Fan may not be required-coolest Fan required-high heat
in industry
MTBF- 800,000 hours + MTBF-100,000 hours
Hold up time- 300 ms + 16 ms
Power Factor Correction <.999 Power Factor typically .60
(Perfect Power Factor 1.0)
Power Density 18 watts/cu.in. 2.5 watts/cu.in.
No minimum load required required
Power fail warning none
N + 1 Operation N + 1 Operation
Small idling losses % idling losses
Operating temperature -55(degree)C 0(degree)C to 60(dEGREE)C
to 100(degree)C typical loss 50% of power
No power deration due to temperature due to temp. deration above
45(degree)C
Output Power range-250 watts to 9,600 watts Multiple sizes and weights
Same size and weight
Independently isolated and regulated Always running
lines with floating outputs
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<TABLE>
<CAPTION>
FEATURES/BENEFITS/DESCRIPTION
BENEFIT OPS PRODUCTS INDUSTRY STANDARDS
<S> <C> <C>
Efficiency OPS products achieve Average efficiency is
over 90% efficiencies. Front 75% in switching power
end power modules will be supplies and 50% in linear
97% efficient. power supplies.
Smaller OPS products have greater Smallest 1000 watt footprint
watt per cubic inch power than is 5"x 5" x 11" (275 cu.in.)
previously achieved. Most models
will fit into a 2.7"x 6.7"x 1.5" footprint
(27.13 cu.in.)
Lighter OPS products will weigh 1.9 lbs Industry products weigh
for 1000 watts unit. 12-14+ lbs for 1000 watts.
Cooler Higher efficiencies result in smaller Large heat dissipations
heat dissipations. Most OPS cooled by low reliability
products may not require a fan fans.
for cooling.
Reliability Higher efficiencies, cooler running MTBF is determined by the
power supplies and high quality quality of the fan, about 100,000
component selection will result hours.
in a high MTBF in the 1,000,000
Hrs. range.
Agencies OPS products will comply with Power supply companies who
National & International standards. do not adapt to European
standards will not be able to
compete in the worldwide
market by the year 2001.
</TABLE>
Power Supply Industry
The power supply industry is expected to show continued growth for the
next four years. A report by Darnell Group, Inc., Norco, California, estimates
that the worldwide market for AC/DC switching power supplies in 1999 will be
about $9 billion, with the United States accounting for $4 billion.
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The top 10 power supply manufacturing companies represented about 60%
of the market in 1997. Ranked in order (and taking into consideration the merger
between Computer Products and Zytec, which formed Artesyn) are: Lucent
Technologies, Delta Products, Astec, Artesyn, Lite-On, Reltec, Vicor, Celestica,
Lambda Electronics, and Cherokee International. Other mergers continued in 1998
and 1999 as these companies seek increased market share. We believe our new
technology will have dramatic impact to an industry where basic technology has
not changed in 20 years. Some of the leading companies have contacted us about
possible joint ventures or other ways of doing business together, but we don't
yet have any agreements in these respects.
Industry Trends
We believe that over the next five years, manufacturers will be forced
by the marketplace to improve power supply products in order to remain
competitive. The electronics industry is under continuing pressure to reduce
system sizes where a power supply will require considerable amounts of space
within the system. For example, computers, laptops, and wireless base stations
have significantly reduced their size over the last three years, but, at the
same time, have continued to increase in capability. This increased capability
has increased the power requirements which the power supply can deliver, but
these requirements at the same time must be met by a smaller package. Reduction
of the size of a system reduces the overall space in the system which is
available to fit in a power supply device which delivers more power.
Through our new technological approach, we believe the OPS products
will achieve all of the improvements needed by the marketplace. We believe the
industry will use these improvements to continue its race to become smaller and
lighter, in particular. This will have considerable impact with respect to size,
durability, and the rugged qualities of casing. For example, a high-end network
file server would typically utilize 675 watt power supplies. Each power supply
would be about 5"x 5"x 11", weigh 8.8 lbs. and approximately be 75% efficient.
As a result, the case would have to occupy 15" of vertical space; 168.75 watts
of consumed power would be lost to heat dissipation. By comparison, our OPS
products would weigh a total of 3 lbs., utilize 6" of vertical space and
dissipate only 141.75 watts of heat. These are significant improvements that
will provide definite advantages to system design engineers in the future.
Manufacturing
Manufacturing will be conducted on a sub-contract basis. Manufacturing
facilities have been identified and have certain characteristics that
demonstrate the ability to produce quality and quantity to meet the our
expectations. These manufacturers specialize in the design and manufacture of
power supplies for various applications to include facsimiles, printers, disk
drives, telecommunication equipment, test instruments and personal computers.
Dedicated, innovative and energetic workforces, and modern facilities with
proven technology characterize these high quality, cost effective manufacturing
facilities. Production systems of the manufacturers have been approved by BAT
and are also ISO 9001 and ISO 9002 and QS 9000 market certified companies.
Performance of consistent timely delivery and a high degree of on-site
engineering and quality
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control are specified. Initial production capabilities easily exceed 35,000
units per month. Statistical process control is fully applied in the production
process.
In December 1999 we established a manufacturing agreement with Saturn
Electronics and Engineering, Inc. Auburn Hills, Michigan. Saturn is the
exclusive global manufacturer of the OPS products we develop and sell, for the
duration of the specific product families (front end units, 48V power supply).
To help finance our manufacturing costs (inventory of parts and engineering at
Saturn), Saturn will buy the inventory and pay its own engineering costs, and
will take security interests (pledges as collateral) in our customer purchase
orders and accounts receivable. Terms are expected to be 30 days net payment
from customers. Customer payments will be deposited into an escrow arrangement
so that Saturn will recover its advances first before we receive any of the
money. We will require our customers to pay an initial deposit equal to 30% of
the order; these payments would be split 75% to Saturn and 25% to us. The 70%
balance for the order when completed would be paid into the escrow by the
customer upon delivery, with the net balance paid to us after Saturn deducts its
costs and advances. In certain circumstances, there may be an advantage for the
customer and for us for Saturn to act as the selling agent, because Saturn is a
minority owned business. In these type of transactions, Saturn will receive a 5%
markup on sales.
If we become insolvent or unable to pay our debts to Saturn, we will
grant Saturn a royalty free license to finish off inventory on hand and sell the
OPS products direct to our customers to complete existing purchase order
requirements. This license would expire when those orders have been completed.
In turn, Saturn has a first right of refusal to acquire our technology, patents
and designs if we become insolvent or unable to pay our debts.
Saturn has agreed to be price competitive within a 10% range of bids
from comparable manufacturers who offer comparable financing, design,
engineering and quality support.
We signed the agreement with Saturn because of Saturn's high quality
work and capacity to make and deliver what we anticipate could be substantial
orders in the future. We believe their terms are favorable to our small company.
We had placed our first order with Saturn to make 500 units of out PFC
Front End product and pay $60,832 of nonrecurring engineering charges incurred
by Saturn's staff in connection with the order. In 2000 we scaled this order
back to 25 because we changed the product's design in minor respects. Due to the
small size of this order, we will pay for these units directly, including the
engineering charges. Most of these charges involve test equipment required on
Saturn's production line and tooling which Saturn must put in place to build the
OPS products. We will own this equipment. We will have to pay for some similar
charges as needed to build specific configurations of the line for customers,
but these amounts will be reimbursed to us as payments are made from escrow.
Delivery of the order is expected in March 2000; products will be used for
demonstration and promotional purposes, until we finish design improvements.
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In general, we believe that manufacturing by sub-contract represents
the most efficient cost effective manner to bring OPS products to market. We
intend to use trade secret, nondisclosure, and non-circumvention agreements with
our sub contractors including Saturn.
(b)(2) Distribution methods of the products or services (sales and marketing).
Our initial sales and marketing strategy is to sell into the
industrial/tele- communication/ medical/government/ military markets where
current power supply solutions are vulnerable to, and can be replaced by our
products with their superior features and attributes. These initial markets will
have the greatest impact for us because they have established needs that are not
adequately met by current industry product. Most device trends continue to be
driven by combinations of needs for smaller, lighter, more efficient, and more
reliable power supply solutions that demand cooler operation.
A major part of the our marketing efforts will be sales to original
equipment manufacturers who put their own brand name on the device. This
requires us to work with the design departments to satisfy the unique product
specification demands.
To assist in sales to OEM's and other industry markets, we have
established a network of 13 independent sales representatives and value added
distribution companies, with a combined staff of 100 people. The average
experience of the personnel is 20 years. We have and will continue to select
those representatives and distribution companies who have significant experience
and expertise in the power supply industry. We believe that a well informed and
well-trained network of independent representatives and distributors will
provide immediate, valuable exposure and demonstration value to those markets
most likely to utilize our products.
Independent sales representatives are appointed to market and sell OPS
products in designated territories. They are required to adhere to all of our
sales policies including pricing and terms in our approved price lists. We
provide at no cost to the representatives copies of technical literature,
promotional materials and product samples. We will pay representatives 5% of
gross sales in their territories, based on net invoiced price (total invoiced
price less discounts, credits, allowances, freight charges and duties). Our
agreements with the representatives each have a one year term which can be
renewed by us. Representatives are not allowed to market or sell products that
compete with our products. Presently, the network of independent sales
representatives and distribution companies extends through all of the designated
territories of the United States, Canada, Far East, Mexico, South America, and
Europe.
In the third or fourth quarter of 2000, we expect to increase our
in-house sales force to support the network of distributors, representatives and
OEMs. Our current engineers are able to provide technical support and provide
design solutions to significant applications to the key decision makers at
customers' offices (their engineers). We will be hiring more engineering people
in this area as needed, probably in the second and third quarters of 2000.
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PPC Products (Glitch Master)
The Glitch MasterTM is a product designed to protect and maintain the
power supply for direct current (DC) circuitry. The primary target market is
personal computers and workstations; these machines are highly susceptible to
momentary power outages which lead to data loss, hardware and software damage,
and delays for restarting the computer system and retrieving data from hard
drive memory. The Glitch Master will keep a computer from "going down" during
brief power interruptions. The Glitch MasterTM is a unique non-battery solution
which costs less and is easier to maintain than alternative approaches. At
startup, the device absorbs energy during the first 8 seconds, which creates a
ride-through capacity which will handle 95% of all power interruptions.
The Glitch Master circuit can be installed in a computer system power
supply, or it can be incorporated into new power supply designs. GMM now offers
142 types of power supplies; the new ATX series is designed for the new P6
processor microchip which has been introduced by Intel; the ATX will increase
the number of power supplies offered to 170 variations.
A specific example of the application of the device is the installation
in Flying "J" Truck Stops. Flying "J" had a unique problem with the computer
kiosks used by truckers at the stops: Each time the store's refrigeration units
would turn on or off, a power spike or sag would occur and cause a lockup at the
computer kiosks. Each incident required restarting the computer in the kiosk, at
least several times each day.
TON Services, Inc., a third party not related to us, builds the touch
screen kiosks for Flying "J" Truck Stops (there are more than 75 of these travel
plazas in the western and midwestern states, each with at least two kiosks). TON
Services, Inc. chose to use the GMM products in the kiosks to relieve power
problems. The Glitch Master was installed at the stores in 1997 and 1998 and the
problems have ceased.
Other institutions using the Glitch Master technology include Brigham
Young University, Regis University, USAF Academy, West Point, US Naval Academy,
Novelle, and Iomega.
GMM also provides custom design and problem solving for its customers,
which has led to significant business opportunities with customers such as
Novelle and Iomega. For the balance of 2000 and thereafter, we intend to
concentrate on custom power supplies markets.
Manufacturing and Marketing
For the line of GMM products which we sold through 1999 and are now
winding down, the products are assembled by our personnel using standard PC
power supply items available from a variety of vendors, which then are
retrofitted with the GMM circuit which is made for us by Suhtech Corporation in
Korea. Marketing is handled on a direct basis by GMM, and also by several
manufacturer representative firms in different parts of the United States,
Canada, and other countries, as well as through distributor sales companies.
13
<PAGE>
Competition
The Glitch Master best serves the low-cost power protection for the
personal computer market and the workstation market. In this area, there is
virtually no direct competition, because consumers are hesitant to pay a high
price for uninterrupted power.
Competition for the Glitch Master is a product that is classified as an
uninterruptible power supply. The primary competition for the Glitch Master
product is a battery backup UPS. We believe the Glitch MasterTM offers
advantages over a battery backup system because it is cheaper and it does not
require batteries. When the computer starts up, the Glitch Master absorbs energy
during the first 8 seconds. Thus, it does not have to be a source of energy on a
continual basis as with a battery backed system. A power interruption during the
first 8 seconds of operation merely requires the user to restart the system
Marketing Strategy
The strategy for Glitch Master is to emphasize product quality and
protection of assets. One of the most likely computer components to break down
or wear out is the power supply. However, power supplies are often perceived as
a commodity by the end user. The Glitch MasterTM improves quality for the end
user as well as increases the life of the power supply and provides product
differentiation.
The Glitch MasterTM power supplies protect the assets of a company
including hardware, the integrity of the data stored in the computer, as well as
time and welfare of management. When demonstrating a computer system with Glitch
MasterTM a prospective customer can unplug the computer from the wall plug for a
short period and reinsert it without losing data. Management believes this is a
sales advantage over other competitors.
GMM provides a 2 year warranty of its products to customers. The cost
of the warranty program is approximately 5% of the sales of the products.
Employees
We now employ 19 people full time including officers and technical
personnel, and one part time administrative person. We may increase this number
to 30 in 2000.
(b)(3) Status of any publicly announced new product or service. Not applicable.
(b)(4) Competitive business conditions and our competitive position in the
industry and methods of competition. See Power Supply Industry under (b)(1)
above. Presently we are an insig- nificant player in the industry because the
current makers of power supply devices are established and selling high volumes
of product. The competition has extensive resources in terms of market share,
manufacturing facilities, capital, and distribution channels. We hope to compete
with a
14
<PAGE>
superior line of OPS products which are smaller, lighter, cooler and more
efficient overall, which we think are benefits which will prove attractive and
allow us to price our products competitively if not at a premium in some
instances.
(b)(5) Sources and availability of raw materials and the names of principal
suppliers. All of our OPS product components are off the shelf items available
from numerous manufacturers, except for one item which is available from one
source in the United States.
(b)(6) Dependence on one or a few major customers. Not applicable.
(b)(7) Patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts, including duration. Not applicable, except for
patents. One patent has been granted to date by the United States Patent and
Trademark Office (Pat. No.5,798,671) which relates to our earlier versions of
the OPS products (power corrected front end modules). An application for another
patent was filed in 1999 which covers numerous refinements and improvements to
the OPS technology. The second patent is now in review at the United States
Patent and Trademark Office.
(b)(8) Need for any government approval of principal products or services.
Not applicable.
(b)(9) Effect of existing or probable governmental regulation on our business.
Not applicable.
(b)(10) Estimate of research and development costs for last two fiscal years,
and if applicable, the extent such costs are borne directly by customers. In
1999 we spent $455,435 on research and development of our OPS products (1998
$319,559).
(b)(11) Costs and effects of compliance with environmental laws (federal, state
and local). Not applicable.
(b)(12) Number of total employees and number of full time employees. At December
31, 1999 we employed 21 people, 20 full time. The number of total employees may
increase up to 30 in 2000.
Item 2. Description of Property.
We don't own any real estate. Our offices occupy 4,630 square feet of
space and are leased through January 2001 at $6,950 per month. These offices are
suitable for our current level of administration staff, engineering research and
development areas, and sales. We may have to lease more space in the same
building in 2000 as we grow in operations. We have general business coverage for
product liability, personal injury, fire damage and other casualty losses, in
amounts we think are adequate.
15
<PAGE>
Item 3. Legal Proceedings.
Related to Bankruptcy Trustee. In June 1994, we entered into agreements
to merge with MaxMusic, Inc., a Colorado corporation, whereby MaxMusic would
acquire our assets and certain of our liabilities. These agreements were
terminated in December 1994. MaxMusic, Inc. subsequently filed a voluntary
chapter 7 bankruptcy petition in 1995, Case No. 95-11101 SBB, in the United
States Bankruptcy Court for the District of Colorado. In December 1997, the
trustee for the bankruptcy estate filed a complaint against us on behalf of the
bankruptcy estate seeking damages in the amount of $392,000, plus interest and
penalties, for alleged payments that had benefited us. In December 1998, we paid
$150,000 to the trustee to settle the claims (and interest and penalties) sought
by the Trustee. This money was loaned to us by a trust maintained by a family
member of Kris M. Budinger, president.
In April 1999 the trustee filed an action in United States District
Court (Denver, Colorado) seeking enforcement (through a garnishment proceeding)
against us of a judgement obtained by the trustee against a former officer and
director (who resigned in February 1996) for the same amount originally sought
to be recovered against us, less the $150,000 paid by us in December 1998. The
amount now being sought by the trustee is approximately $390,000; recovery is
sought based on a 1996 agreement by us to indemnify the former officer and
director against certain liabilities. We are resisting the trustee's attempts to
collect the balance of the claims, and believe the trustee's efforts are wholly
without merit.
After extensive hearings, on November 19, 1999 the United States
Magistrate Judge, United States District Court entered findings of fact and
conclusions of law to the effects that the trustee's garnishment claims are
barred by the 1998 settlement with us and our payment in the underlying
adversary proceeding in Bankruptcy Court, and that the indemnification
provisions of the 1996 agreement between us and the former officer and director
are not applicable or enforceable in connection with the bankruptcy proceedings.
The Magistrate has recommended that the District Court enter judgement in our
favor on the garnishment claims.
The trustee has filed objections to the Magistrate's findings and
conclusions, and to his recommendations, and we have filed a reply with the
Magistrate. We believe our position will prevail, but as in any litigation
proceedings, the ultimate resolution is uncertain.
Other. Since 1996 we have been defending a lawsuit by Fox Sports, Inc.
which in 1999 was pending in California Superior court, (file number BC20946).
Fox sought approximately $150,000 in damages for alleged breach of a contract to
distribute film; the dispute arose out of arrangements discussed between us and
Fox to distribute video film products when we were involved in the entertainment
business in 1996. In March 2000 we settled this matter by paying approximately
$28,000.
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<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
On December 2, 1999 the shareholders voted to approve the following
matters at a special shareholders' meeting (voting numbers are in parentheses):
1. Change our name to "OnLine Power Supply, Inc." to reflect the main
thrust of our business.
For Against Abstain
--- ------- -------
6,349,715 11,120 100
2. Reelect two of the directors and elect Thomas L. Glaza as a third
director.
For Against Abstain
--- ------- -------
Larry G. Arnold 6,257,913 96,432 6,590
Kris M. Budinger 6,261,768 93,967 5,200
Thomas Glaza 6,258,838 91,897 10,200
3. Approve the Incentive Stock Option Plan which previously was adopted
by the board of directors in 1998.
For Against Abstain
--- ------- -------
5,835,620 481,576 9,320
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Our common stock is traded on the over-the-counter market on the OTC
Electronic Bulletin Board (referred to sometimes as the OTCBB) under the symbol
"OPWR." We changed our symbol to "OPWR" when we changed our name in January 2000
by filing with the Nevada Secretary of State, following shareholder approval in
December 1999. None of the preferred stock has been traded. The high and low bid
quotations for the common stock, by quarters, starting when trading commenced in
the second quarter of 1998 as reported by the OTCBB were as follows:
Quarter Ended High Low
------------- ---- ---
June 30, 1998 $ 4.75 $ 1.75
September 30, 1998 3.06 0.78
December 31, 1998 3.50 0.75
March 31, 1999 4.50 1.88
June 30, 1999 4.75 2.50
September 30, 1999 3.75 2.25
December 31, 1999 6.75 2.65
At March 24, 2000 we had 20 shareholders of record owning 10,467 shares
of preferred stock (without designation), and approximately 1,714 shareholders
of record owning 16,954,119 shares of common stock. The number of shares of
common stock includes the shares issued on conversion of all series A and series
B preferred stock and the dividend thereon, which took effect in December 1999.
17
<PAGE>
The closing price on Friday, March 24, 2000 was $13.50. There is no
guarantee that the stock will continue to trade at this price. There is no
relationship between this recent price and our current financial condition or
results of operations through the date of this Form 10-KSB.
We have not declared any dividends on the common stock and don't expect
to declare any from any future profits in the foreseeable future. We will keep
any profits to expand our operations.
Item 6. Management's Discussion and Analysis or Plan of Operation
The following discussion should be read in conjunction with the
consolidated financial statements filed with this report.
We were originally founded in 1991 under the name Roth Financial
Fitness, Inc. to market the financial fitness and wealth-building concepts of
J.W. Roth. We developed a mail order program of videos, workbooks, telephone
consultant sessions with financial experts and monthly newsletters. These items
were marketed and sold through infomercials and television advertising featuring
celebrities. This business was not successful and the plan of operations was
abandoned in late 1994.
In July 1995, we changed our name to OnLine Entertainment, Inc. and
developed a business plan to sell entertainment products which we packaged
through the Internet. Our products were to include nature films, rock and roll
record compilations, and other items. In late 1995 and early 1996 we also
performed a limited amount of media advertising placement work for other
companies (arranging radio and television advertising time for our clients).
This business plan also was unsuccessful.
In 1996, we acquired 100% of the stock of Glitch Master Marketing, Inc.
Our acquisition of the common stock of that entity in exchange for shares of our
common stock was treated for accounting purposes as a recapitalization of that
entity, with that entity as the acquiror. The entertainment business line was
discontinued after the merger.
In 1997 we acquired Renaissance Systems, Inc. and formed OnLine Power
Supply, Inc. as a 100% subsidiary to develop new products in the power supply
business (Renaissance was not continued as a separate subsidiary). In December
1999 the two subsidiaries OnLine Power Supply, Inc. and Glitch Master Marketing,
Inc. transferred their assets and liabilities to us and the subsid- iaries were
dissolved. This action was taken to simplify our accounting systems and will
have no effect on our operations or financial statements. Our historical
financial statements included in this Form 10-KSB are consolidated (which means
they reflect the assets, liabilities, revenues and expenses of the two
subsidiaries). Starting with the fiscal year ended December 31, 2000 our
financial statements will be for one entity and will not be consolidated.
Liquidity and capital resources, and results of operations, for two
fiscal years 1998 and 1999. In 1998 and 1999 we received $6,548,019 in cash (net
of offering costs) from the sale of
18
<PAGE>
preferred and common stock. Over that 24 month period, these funds, plus gross
operating profits totaling $134,203 from sales of the Glitch Master Marketing,
Inc. ("GMM") product line, have been used to pay $1,901,057 in general and
administrative expense, $774,994 in OPS product research and development costs,
and $218,000 in litigation settlement costs in 1998 ($150,000 of these costs
were borrowed from a trust controlled by a member of one of our officer's
family). General and administrative expenses for the two years 1999 and 1998
included officers' salaries $377,000; administrative salaries $193,942; sales
salaries $159,136; trade show costs $361,767; legal and accounting $227,553;
office lease $100,876; travel $97,975; public relations $176,239; insurance
$61,822; and other $166,938.
Revenues from GMM sales in fiscal 1999 were $299,408 compared to
$262,564 1998, representing a small increase. We realized a gross profit from
GMM sales of $66,022 and $68,181 in 1999 and 1998. One GMM customer represented
48% of 1999 sales and 9% of sales in 1998.
Losses from operations were $1,525,043 in 1999 compared to $1,240,241
in 1998. Among the principal items causing the increased losses from 1998 to
1999 in fiscal 1998 were increased expenses for laboratory personnel and
equipment, management and administrative salaries and related office expenses.
In 1999 we have been fully developing the corporate infrastructure needed to
become a large volume maker of power supply systems. Increased expenditures
planned for 2000 may have to be scaled back to the extent we have to pay out
substantial costs in the rescission offer, or if sales efforts fall short of
current expectations.
* Salaries, commissions and payroll taxes increased by $254,577 during
1999 as a result of increased staffing. This item is expected to
increase by an additional $100,000 in 2000 because of increased
research and staffing.
* Research and development expenditures were $454,435 for our OPS product
line in 1999, compared to $319,559 in 1998. For 2000 we may spend up to
$750,000 for research and development of new follow along versions of
our basic power supply technology.
* We issued stock for services. In 1999 we recorded an expense of $62,837
for this item, compared to $59,799 for 1998. If we continue to need to
raise money by selling stock in private placements in future years, we
may be issuing more stock for services (i.e. the brokerage firms that
place the offering for us). We can't predict whether or how much this
may occur.
* To develop customer contacts, sign up distributors and contract with
sales representatives, our personnel have traveled extensively,
attended trade shows and purchased a trade show booth, and conducted
informational seminars. Total expenses for these items were $242,000 in
1999 and $278,702 in 1998. We may spend more than $500,000 for expanded
efforts in this area in 2000.
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<PAGE>
* Legal and accounting expenses were $144,271 in 1999 and $83,282 in
1998. The increases in 1999 were related primarily to litigation
expense as a result of a prior line of business, which should decrease
significantly after in 2000. However, legal and accounting expenses
associated with becoming registered with the Commission under the
Securities Exchange Act of 1934 may offset expected savings in the
litigation area to some extent.
* In 1998 we contracted with an outside source for investor relations
services at a cost of $144,265 without acceptable results. We
terminated the relationship in 1999 in favor of performing this service
in-house and realized considerable savings. These costs were $31,973 in
1999 compared to $144,265 in 1998.
* In 1998 we wrote off a bad debt for $74,000 owed by a Glitch Master
customer.
* As a result of winding down the business of manufacturing and selling
the original line of Glitch Master products, a write off of $41,616 was
recorded in 1999 for an obsolete inventory of parts.
* Our retained deficit at December 31, 1998 was $9,573,142. The retained
deficit at December 31, 1999 was $16,110,904, which reflects our
incurring a net loss for that year of $1,588,355, a charge to retained
earnings of $47,969 for series A and B preferred stock dividends, and a
charge of $4,901,438 as a result of a conversion feature when we
converted the series A and B preferred stock into common stock. The
amount of this charge was established using the difference between the
$5.03 trading price on the December 1999 conversion date and the
effective $1.00 cost basis to the investors.
Our operating loss in 1999 was $1,525,043 as compared to $1,240,241 for
1998, representing a year over year increase of $284,802. The principal reasons
for this trend are the additional costs incurred to develop the new product
technology and the hiring of staff at all levels in advance of customer orders.
The results of operations of Glitch Master as a subsidiary in 1999 were
consistent and produced losses for 1999 and 1998.
Continuing losses are expected until the commercialization of OPS
products is completed which is expected to occur in the first three quarters of
2000. We can't predict with certainty the final date for development to be
completed and result in the start of production against specific orders from
customers. Operating losses will continue to occur until the revenue stream is
established. In this context, commercialization will mean contracts for sale are
signed and sufficiently performed to be profitable. At the present time there
are no contracts in hand.
General and administrative expenses will increase in 2000 as we add
staff and we may expand our facilities if needed. Research and development
salaries also will increase from hiring more engineers and support staff.
20
<PAGE>
Additional working capital was obtained in 1999 resulting in cash and
certificates of deposit totaling $5,041,367 at December 31, 1999 compared to
$151,341 at December 31, 1998. In 1998, we borrowed money from officers and
raised some equity capital for operating funds, and there was a working capital
(deficit) of ($366,709) at the end of 1998. Proceeds from equity financing in
1999 will allow us to meet our obligations in a timely manner in 2000, as our
working capital at December 31, 1999 was $4,550,523.
We do not foresee the need for additional financing in 2000 unless
start up orders require added up-front funding to secure raw materials, fund
work in process and provide capital for operating cycles in excess of our
present cash needs projections. If we have all our products manufactured for us
by Saturn, there should be a reduced need for such additional financing.
Sales of the GMM products, and expected sales of the OPS products, have
not been and are not expected to be seasonal.
The contingent stock rescission liability of $1,281,815 (representing
original invested amounts, without interest) has been recorded as temporary
capital subject to rescission (an offset reducing equity capital) on our balance
sheet at December 31, 1999. In 1998, a portion of this amount (i.e., $550,700)
was so recorded to reflect the amount subject to rescission during that year.
The actual liability will be determined and reclassified based on the results of
the rescission offer in the first and second quarters 2000. At that time, the
balance of the temporary capital amount not actually rescinded will be
reclassified as permanent capital. See "Rescission Offer" below.
Rescission Offer
General. On February 24, 2000 we started our rescission offer directed
to approximately 180 investors who bought common and preferred stock from us for
$1,281,815 in cash. The preferred stock with its 6% dividend was converted to
common stock in December 1999, so the rescission offer is directed to the
holders of a total of 1,243,151 shares of common stock. Our rescission offer
(registered with the SEC) is approximately 50% complete at March 24, 2000 and we
have not received any redquests from shareholders to have their investment
returned, which means (1) that shareholders who invested $600,000 have decided
to keep their stock, (2) our shareholders' equity has increased by that amount,
and (3) our liabilities have decreased by that amount.
Background of the rescission offer and the 1933 Act; Estimated amount
of the rescission. From September 1997 through September 1999, we sold stock to
investors for $1,845,050 in cash: 136,800 shares of common stock (at $5.00 per
share) and 573,700 shares of series A and series B cumulative convertible
preferred stock (at $2.00 per share except for 2,250 shares at $4.00 per share).
The series A and series B preferred stock had the same rights. In December 1999,
we converted all of the preferred stock, plus another 34,434 shares of preferred
stock which we issued to pay the 6% annual dividend on the series A and series B
stock, for a total of 608,134 preferred shares, into a total of 1,216,268 shares
of common stock. At the time, we
21
<PAGE>
believed that the original common and preferred shares had been sold in three
separate private placements of securities which were exempt from SEC
registration under the 1933 Act and similar exemptions from registration under
the states' securities laws.
However, facts came to our attention in 1999 which created some
uncertainty whether the exemptions from SEC registration under the 1933 Act in
fact were available for all of the shares sold in the three private placements.
Specifically, we had sold other securities in the 12 month period before
September 1997, so for the first private placement we did not have available to
us the full amount of the one exemption ($1 million under rule 504 in a 12 month
period); $134,415 of our first private placement offering exceeded our $1
million limit. Another exemption (rule 506) was not available to us because
considered as a group, there were approximately 45 "nonaccredited investors"
among the investors who paid the last $134,415 of the money raised from the
first offering of common stock in early 1998, but rule 506 only allows 35
nonaccredited investors. We also took into account the fact that in the series A
and series B preferred stock private placement offerings later in 1998 and
continuing into early 1999, there were 69 nonaccredited investors in that group
of investors. These two offerings could be deemed to have been one offering
under SEC integration rules. These two facts mean that we did not have available
an exemption under rule 506. Under SEC rules, in general an individual investor
is nonaccredited if he or she has a net worth of less than $1 million (either
singly or together with a spouse), or historical and current expected annual net
income of less than $200,000 ($300,000 together with a spouse).
For clarification, please note that we conducted private placements of
our securities before and after the "three private placement offerings" of
common and preferred stock.
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<PAGE>
Background of facts. This table summarizes some of the information, and
also shows how we calculated the number of rescission shares involved in the
refund offer. Note that the data is as of the start of the offer and does not
reflect post-February 24, 2000 results of the refund offer.
<TABLE>
<CAPTION>
START
DATE OF TYPE OF NO. SHARES PRICE PER NO. OF RES- REASON FOR
OFFERING SHARES SOLD SHARE CISSION SHARES RESCISSION
<S> <C> <C> <C> <C> <C>
April 1997 common 110,000 $5.00 None Not applicable
Sept. 1997 common 136,800 $5.00 26,883 Exceeded $1 million
1st pvt offering Rule 504 limit
otherwise available
for 12 months ending
Sept. 1997 because
of prior offering
before April 1997,
and the presence of
40 nonaccredited
investors made
rule 506 unavailable.
Oct. 1998 preferred B 442,700 $2.00 885,400 Exceeded rule 504
2d pvt offering common shares(2) limit, and approx-
imately 69 non-
accredited investors
(including preferred
A investors) made
rule 506 unavailable.
Nov. 1998 preferred A 131,000 $2.00(3) 262,000
3d pvt offering common shares(2) Exceeded rule 504
limit (same type of
security as preferred
B), and approximately
69 non-accredited
investors (including
preferred B investors)
made rule 506 not
available.
</TABLE>
<TABLE>
<CAPTION>
Add dividend of 6% on preferred stock, paid in December
1999 in shares of preferred stock then converted to common stock:
<S> <C> <C> <C> <C> <C>
preferred B 26,574 n/a 53,148 No exemption
common shares required for dividend.
preferred A 7,860 n/a 15,720 No exemption
common shares required for dividend.
TOTAL RESCISSION
SHARES 1,243,151
COMMON SHARES
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<PAGE>
<FN>
(1) These are the last shares sold in the $5.00 common stock offering.
(2) Reflects conversion in 1999 of each 1 preferred share into 2 shares of
common stock. No extra consideration was received by us or paid by the
preferred shareholders, so the effective price per share for the
converted common stock was $1.00 per share of common stock.
(3) A few of these shares were sold at $4.00.
</FN>
</TABLE>
Securities Act of 1933. In general, section 5 of the 1933 Act requires
all offers and sales of securities in interstate commerce in the United States
to be registered with the SEC. The offer and sale of securities is presumed to
be a "public offering" which must be registered under section 5. If an offer and
sale is not registered, it must be either exempt or illegal. Among the
exemptions from section 5 registration are the "private placement" transaction
exemptions provided by section 3(b) and SEC rule 505, section 4(2) and SEC rule
506, and section 4(6), all such sections being within the 1933 Act. Under
certain limited circumstances, an offering may not be a public offering and may
be exempt under section 4(2) without having to be exempt under SEC rule 506.
Another exemption from section 5 registration with the SEC is the SEC's rule 504
exemption under section 3(b); this is not a private placement exemption but
rather an annual exemption from SEC registration for up to $1 million in
securities sold (less the amount of other securities sold in the prior 12 months
using rule 504 or in violation of section 5). The issuer always has the burden
of proof that it complied with the conditions to the availability of an
exemption for each of its claimed exempt offerings. If the transactions are not
registered, and the issuer cannot sustain the burden of showing how it complied
with the conditions to one of the 1933 Act exemptions, the offer and sale of
such securities would be illegal under the 1933 Act.
We are not certain that our offer and sale of the preferred stock part
of the rescission shares was exempt under the "safe harbor" rules of the SEC
(rules 505 and 506) because of the number of nonaccredited investors in the
series A and series B preferred stock (which might be deemed to have been one
integrated offering under SEC rules). The section 4(6) exemption is not
available to us because some nonaccredited persons bought preferred stock, and
only accredited investors are permitted under section 4(6) offerings. Also, we
are not certain that the last $134,415 raised from selling shares of common
stock was exempt under rule 504 (we might have exceeded our allowable ceiling
for this kind of exempt offering). Still, these transactions might be exempt
under federal court decisions which have interpreted "public offering" and
related terms over the years. However, the federal court decisions taken as a
whole do not give clear guidelines on what is, or isn't, an exempt offering, and
in some areas the court decisions are not in agreement on this matter.
The principal remedy under the 1933 Act for violations of section 5 is
provided by section 12(a)(1) which allows investors in an offering to sue for a
refund of what was paid for the securities (a "rescission action"), plus
interest. Section 13 of the 1933 Act bars recovery in the courts by investors
under section 12(a)(1) unless in a suit brought within one year of the later of
the investment transaction or the date of delivery of certificates for the
securities. None of the investors who bought the rescission shares have told us
they intend to sue us to get their money back, under either federal or state
laws.
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<PAGE>
Based on the foregoing facts and legal considerations, we believe may
have sold the rescission shares in violation of SEC registration requirements
under the 1933 Act. Therefore, we believe we might have a liability of
approximately $1,416,405 (based on $1,281,815 of original investment plus
$134,590 of interest for 18 months at an average annual rate of 7%). This amount
will change as interest accrues at the state law rates. On our financial
statements, we have recorded $1,281,815 (the original invested amount) as a
liability for the stock subject to this rescission offer at December 31, 1999.
Because we believe the probability of the rescission of shares is unlikely, no
accrued interest on the rescission was recorded at December 31, 1999.
Purpose of the rescission offer and determination of offering price.
The determination of the question of ultimate liability is one for the courts
with which resides the ultimate authority for the interpretation of section
12(1) of the 1933 Act. We presently do not know for certain if we violated the
1933 Act's registration provisions, but we do know that it is important to
eliminate the financial and legal uncertainty surrounding the financing from
sale of the rescission shares. Until it is eliminated, whether by paying back
all the money or having the investors decide to keep their rescission shares,
there will be financial uncertainty: If we need more equity or debt financing in
the future, potential sources of the financing will need to know where the funds
are going to be allocated. Paying off contingent liabilities that mature into
legal claims is usually not acceptable to new investors as a use of their funds.
Also, until it is eliminated, there is legal uncertainty because we could be
involved in court proceedings to force a refund of the invested money. This kind
of legal uncertainty impacts potential sources of financing we might need in the
future, and also would be expensive to defend in the courts and take up
management's time to the detriment of running our business.
The offering price (refund offer) of $5.00 per share of common stock
for 26,883 of the rescission shares is based on the original $5.00 per share
investment price. The offering price (refund offer) of $1.00 per share of common
stock for the remaining 1,216,268 rescission shares is based on the original
$2.00 price per share of series A or series B preferred stock, except for a few
preferred shares sold at $4.00. All of the preferred stock has been converted to
common stock at the rate of 2 common shares for 1 preferred share, for an
effective price of $1.00 per share of common stock for nearly all shares, and
$2.00 for a few shares. In all cases, the offering prices (refund offers) will
include interest at the applicable state rate. These offering prices are not
related to the stock market prices for our stock, which have ranged from $0.75
to $6.75 per share in 1998 and 1999, and averaged about $15.00 per share in
January and the first week of February 2000. Instead, these offering prices have
been determined with reference to the legal rights of the investors to a refund
of their investment plus interest.
When we sold the original rescission shares, we established the
original offering prices of those shares by taking into account our internal
estimates of the value of the our "intellectual property" assets, the business
we then expected to generate over a period of several years, and other factors.
However, our offering prices did not bear any relationship to our assets, book
value, or net worth or any other generally accepted criteria of value.
25
<PAGE>
State securities laws - general. Investors in 18 states bought the
rescission shares. In the majority of these states, we believe that the offer
and sale of the securities was exempt from the registration provisions of state
securities laws because the securities were restricted under the 1933 Act, or
because the investors in the particular state were accredited, or because there
were a limited number of investors in the state. These states do not generally
require a pre-sale or post-sale filing to perfect the exemption from
registration of the offer and sale of securities with the state securities
administration agency.
However, it has come to our attention that the offer and sale of the
rescission shares in some of the states may not have been exempt from those
states' registration provisions. Therefore, investors residing in some of the
states may have the right under state laws to a refund of their investment, with
interest (in most of the states). The statutes of limitations for filing a claim
in state courts are usually longer than the one year available under the 1933
Act.
We have made the rescission offer to nearly all eligible shareholders
to remove the financial and legal uncertainty under both federal and state laws
associated with the offer and sale of the rescission shares. However, we have
determined that it is not practical or advisable to comply with the requirements
of each and every applicable state, and therefore have not made the offer in a
few states. The financial uncertainty resulting from not resolving the status of
these investors' dollars is immaterial.
Holders of rescission shares who reside in any states where we do not
make this rescission offer will keep their shares. Their legal rights under the
1933 Act and resident state securities laws will not be affected by this
rescission offer.
State securities laws - interest rates. All of the state laws where
eligible shareholders reside allow for the recovery of annual interest at the
rate of 6% (not compounded) on the amount of original investment, except for 8%
in Colorado, Missouri and Washington; 10% in Illinois and Texas; 7% in
California; 15% in New Mexico; 10% in Tennessee; 5% in Wisconsin; and a few
other different rates. There is no statutory provision for recovery of interest
in New York or Ohio, although under certain circumstances state courts will
award interest on claims.
Source of funds to pay the rescission offer and the impact on
outstanding securities. At December 31, 1999 we had on hand $5,041,367 cash and
cash equivalents (certificates of deposit), but only $566,385 of current
liabilities not including the estimated maximum amount of $1,416,405 we would
have to pay out if we buy back all of the rescission shares which you and the
other eligible shareholders own. If we did buy back all of the rescission
shares, we would have on hand approximately $3,624,962 cash and cash equivalents
on a pro forma basis as of December 31, 1999, which we believe will be enough
cash to pay our current liabilities and fund our plan of operations through 2000
without any positive cash flow from operations. In any event, on March 24, 2000
we had determined that a significant amount of the rescission shares would not
be returned.
26
<PAGE>
Our ability to pay for this rescission offer comes from the proceeds of
two private placements of a total of 3,247,000 restricted shares of our common
stock (only to accredited investors) from mid-July 1999 until December 21, 1999,
at $2.00 per share. The purpose of these two private placements was to raise
money for our plan of operations, not to pay for this rescission offer. We
received net proceeds of $5,844,600 from these private placements, after paying
$649,400 in commissions and other offering costs. We have enough extra money on
hand from unallocated working capital in those 1999 private placements to pay
for this rescission offer. The first of these private placements was conducted
under the exemptions from registration allowed by section 4(6) of the 1933 Act;
and the second was conducted under section 4(2) of the 1933 Act and SEC rule
506.
We believe that if the market price for our common stock stays within
the trading range of $13.00 - $15.00 which has been experienced in January,
February and March 2000 (the range was $4.00 to $5.50 from early September
through December 1999), nearly all of the remaining investors may elect to keep
their shares.
There are no loan agreements or other restrictions on our ability to
pay cash in this rescission offer. Also, we are incorporated under Nevada law.
Under Nevada law we are allowed to to buy back stock if after payments to you,
we will be able to pay our debts as they become due in the usual course of
business, and our total assets will be more than our total liabilities.
At December 31, 1999, there were 16,954,119 shares of common stock
issued and outstand- ing. If on that date all eligible shareholders had accepted
the rescission offer, we would have pur- chased 1,243,151 shares of common stock
(which will be retired and canceled), and then there would be 15,710,968 shares
of common stock issued and outstanding.
Plan of Operations
In 2000 we intend to speed up the commercialization process for OPS
technology. The development of marketable product lines for OPS will have a
direct and significant impact on revenues and earnings in the future. Most of
our resources will be devoted to support OPS' research and development and
marketing efforts, tailoring OPS products to the specific configurations of
customers' needs, and to obtaining contracts and setting up production lines
(working out the proto- cols for parts inventory and other matters with
third-party manufacturers). These activities will require substantial amounts of
additional capital.
The new OPS PFC Front End Module product is expected to enter the
market in the second quarter. The new 500 Watt 48 Vdc power supply product is
expected to enter the market in the third quarter of 2000. Additional testing
and refinement of the products will be completed in early 2000. Revenues and
earnings (profits) from sales of these products will not be predictable until
well into the initial production period.
27
<PAGE>
Capital outlays for manufacturing are expected to be minimal because we
will subcontract out all manufacturing of devices except demonstration
prototypes. As production is underway, however, added staff and warehousing
resources for finished goods will be needed, and more technical and middle
management staff will be hired. We could have as many as 30 employees in 2000.
More products are planned, including a dynamic array of power output
wattages and multiple DC voltage outputs. This expansion of product lines will
continue to project OPS into larger and diversified markets, which may lead to
customer diversification.
Item 7. Financial Statements.
Financial statements meeting the requirements of Regulation S-B follow.
28
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Item 22. Financial Statements
Table of Contents
Page
Independent Auditors' Report...............................................30
Independent Auditors' Report...............................................31
Consolidated Financial Statements
Consolidated Balance Sheets.......................................32
Consolidated Statements of Operations.............................34
Consolidated Statement of Shareholders' Equity (Deficit)..........35
Consolidated Statements of Cash Flows.............................37
Notes to Consolidated Financial Statements.................................39
29
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
OnLine Power Supply, Inc. and Subsidiaries
Englewood, Colorado
We have audited the accompanying consolidated balance sheet of OnLine Power
Supply, Inc., and Subsidiaries as of December 31, 1999, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards required that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of OnLine Power Supply,
Inc. and Subsidiaries as of December 31, 1999 and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
January 31, 2000
Denver, Colorado
30
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors
OnLine Power Supply, Inc. (Formerly OnLine Entertainment, Inc.)
We have audited the accompanying balance sheet of OnLine Power Supply, Inc.
(Formerly OnLine Entertainment, Inc.) and Subsidiaries, as of December 31, 1998,
and the related statements of operations, stockholders' equity and cash flows
for the year then ended. The financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OnLine Power Supply, Inc.
(Formerly OnLine Entertainment, Inc.) and Subsidiaries as of December 31, 1998
and the results of their operations and their cash flows for the year then ended
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has suffered recurring losses from
operations and at December 31, 1998 has a working capital deficit, which raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Cordovano and Harvey, P.C.
Cordovano and Harvey, P.C.
March 2, 1999
Denver, Colorado
31
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31,
----------------------------
1999 1998
------------ ------------
Assets
Current assets
<S> <C> <C>
Cash $ 1,941,367 $ 151,341
Certificates of deposit 3,100,000 -
Accounts receivable, net of allowance for uncollectible
accounts totaling $364 (1999) and $1,328 (1998) 6,048 26,247
Other receivable, net of allowance for uncollectible
accounts totaling $62,889 (1999 and 1998) (Note 11) - -
Inventory, at cost 66,713 90,037
Prepaid expenses 2,780 -
----------- -----------
Total current assets 5,116,908 267,625
----------- ------------
Property and equipment, less accumulated depreciation
of $66,135 (1999) and $34,764 (1998) (Note 2) 251,114 161,719
Equipment under capital leases, less accumulated depreciation
of $3,771 (1999) and $0 (1998) (Note 2) 74,190 -
Goodwill, less accumulated amortization of
$104,718 (1999) and $52,359 (1998) 157,076 209,435
Acquired technology costs, less accumulated amortization
of $50,960 (1999) and $25,480 (1998) 76,440 101,920
Patent, less accumulated amortization of $492 (1999) and $181 (1998) 25,039 1,373
Other assets 1,512 712
----------- ------------
Total assets $ 5,702,279 $ 742,784
=========== ============
</TABLE>
See notes to consolidated financial statements
32
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(continued)
<TABLE>
<CAPTION>
December 31,
------------------------------
1999 1998
------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
<S> <C> <C>
Accounts payable $ 245,772 $ 86,639
Accounts payable, related parties (Note 8) 101,081 -
Bank line-of-credit (Note 3) 731 40,500
Notes payable, related parties (Notes 3 and 8) - 292,750
Current maturities on capital lease obligations (Note 2) 20,017 -
Accrued interest payable 26,012 26,658
Accrued interest payable, related parties (Note 8) - 4,630
Bonuses payable, related parties (Note 8) 72,000 -
Other (Note 4) 100,772 183,157
------------- ------------
Total current liabilities 566,385 634,334
Long-term liabilities
Capital lease obligations, less current maturities (Note 2) 48,583 -
------------- ------------
Total liabilities 614,968 634,334
------------- ------------
Liability for common stock subject to rescission,
1,243,151 shares (1999) (Note 5) 1,281,815 550,700
------------- ------------
Commitments and contingencies (Notes 5 and 10)
Shareholders' equity (deficit) (Notes 5, 6, 7 and 12)
Preferred stock, $.0001
par value; 1,000,000 shares authorized 10,467
(1999) and 12,467 (1998) shares issued and outstanding 1 1
Series A cumulative, convertible preferred stock,
$.0001 par value, $2.00 stated value; 250,000 shares authorized;
0 (1999) and 125,000 (1998) shares issued and outstanding - 250,000
Series B cumulative, convertible preferred stock,
$.0001 par value, $2.00 stated value; 200,000 shares authorized;
no shares issued and outstanding - -
Common stock; $.0001 par value; 50,000,000 shares authorized;
16,954,119 (1999) and 11,846,826 (1998) shares issued
and outstanding (including rescission shares) 1,571 1,185
Additional paid-in capital 19,914,828 8,879,706
Retained deficit (16,110,904) (9,573,142)
------------- ------------
3,805,496 (442,250)
------------- ------------
Total shareholders' equity (deficit)
Total liabilities and shareholders' equity (deficit) $ 5,702,279 $ 742,784
============== ============
</TABLE>
See notes to consolidated financial statements
33
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the Years Ended
December 31,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net sales $ 299,408 $ 262,564
Cost of sales 233,386 194,383
------------ ------------
Gross profit 66,022 68,181
------------ ------------
Other operating costs and expenses
Research and development 455,435 319,559
Stock-based compensation (Note 7) 62,839 59,799
Selling, general and administrative expenses 1,034,015 867,042
Provision for doubtful accounts 37 74,217
Other general expenses
Loss on sale of asset 437 38
Impairment loss on fixed asset (Note 6) - 11,018
Loss on write-off of inventory 41,616 -
Gain on settlement of accounts payable (3,314) (23,251)
------------ ------------
1,591,065 1,308,422
------------ ------------
Loss from operations (1,525,043) (1,240,241)
------------ ------------
Interest income 15,421 -
Interest (expense) (50,733) (19,289)
Losses from litigation settlements (Note 11) (28,000) (190,000)
------------ ------------
Net loss (1,588,355) (1,449,530)
Preferred stock dividends (Note 6) (4,949,407) (18,399)
------------ ------------
Net loss available to common shareholders $ (6,537,762) $ (1,467,929)
============ ============
Basic weighted average common shares outstanding 12,491,158 11,062,039
============ ============
Basic loss per common share $ (0.13) $ (0.13)
============ ============
Diluted weighted average common shares outstanding 12,491,158 11,062,039
============ ============
Diluted loss per common share $ (0.13) $ (0.13)
============ ============
</TABLE>
See notes to consolidated financial statements
34
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Consolidated Statement of Shareholders' Equity (Deficit)
January 1, 1998 through December 31, 1999
<TABLE>
<CAPTION>
Series A Cumulative Series B Cumulative
Preferred Stock Preferred Stock Preferred Stock
-------------------- ------------------- -----------------------
Stated Stated
Shares Par Value Shares Value Shares Value
-------- --------- -------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1998 19,467 $ 2 125,000 $ 250,000 - $ -
Sale of common stock (Note 6) - - - - - -
Common stock issued for services (Note 7) - - - - - -
Common stock issued for equipment (Note 7) - - - - - -
Common stock issued to broker for
commissions related to offerings (Note 7) - - - - - -
Sale of common stock in private placement - - - - - -
(Note 12)
Cumulative preferred stock issued in private - - 105,400 210,800 169,950 339,900
placement (Note 12)
Stock subject to rescission (Note 5) - - (105,400) (210,800) (169,950) (339,900)
Stock offering costs - - - - - -
Conversion of non-cumulative preferred stock to
common stock (Note 6) (7,000) (1) - - - -
Net (loss) for the year ended December 31, 1998 - - - - - -
----------- -------- -------- ---------- ---------- ----------
Balance, December 31, 1998 12,467 1 125,000 250,000 - -
</TABLE>
See notes to consolidated financial statements
35a
<PAGE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
JANUARY 1, 1998 THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
Common Stock Additional Total
-------------------------- Paid-in Retained Shareholders'
Shares Par Value Capital (Deficit) Equity
------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1998 10,347,585 $ 1,034 $ 8,238,727 $ (8,105,213) $ 384,550
Sale of common stock (Note 6) 185,427 19 75,425 - 75,444
Common stock issued for services (Note 7) 79,732 8 59,791 - 59,799
Common stock issued for equipment (Note 7) 14,162 1 23,012 - 23,013
Common stock issued to broker for
commissions related to offerings (Note 7) 1,106,660 111 864,190 - 864,301
Sale of common stock in private placement 99,260 10 496,290 - 496,300
(Note 12)
Cumulative preferred stock issued in private - - - - 550,700
placement (Note 12)
Stock subject to rescission (Note 5) - - - - (550,700)
Stock offering costs - - (877,729) - (877,729)
Conversion of non-cumulative preferred stock to
common stock (Note 6) 14,000 2 - - 1
Net (loss) for the year ended December 31, 1998 - - - (1,467,929) (1,467,929)
-------------- ---------- ------------- ------------- --------------
Balance, December 31, 1998 11,846,826 1,185 8,879,706 (9,573,142) (442,250)
</TABLE>
See notes to consolidated financial statements.
35b
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
JANUARY 1, 1998 THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
Series A Cumulative Series B Cumulative
Preferred Stock Preferred Stock Preferred Stock
---------------------- ----------------------- -------------------------
Stated Stated
Shares Par Value Shares Value Shares Value
--------- ---------- ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998 12,467 $ 1 125,000 $ 250,000 - $ -
Cumulative preferred stock issued in private - - 25,600 51,200 272,750 545,501
placement (Note 12)
Common stock issued for services (Note 7) - - - - - -
Common stock issued for sales commissions (Note 7) - - - - - -
Conversion of non-cumulative preferred stock
to common stock (Note 6) (2,000) - (125,000) (250,000) - -
Common stock issued for retirement of debt (Note 6) - - - - - -
Common stock issued in private placement (Note 12) - - - - - -
Stock offering costs - - - - - -
Stock subject to rescission (Note 5) - - - - - -
Declaration of 6% preferred stock dividend on
cumulative preferred stock (Note 6) - - 7,860 15,720 26,574 53,148
Conversion of cumulative preferred stock to
common stock (Note 6) - - (33,460) (66,920) (299,324) (598,649)
Net (loss) for the year ended December 31, 1999 - - - - - -
--------- ------- --------- ------------ ---------- ------------
Balance, December 31, 1999 10,467 $ 1 - $ - - $ -
========= ======= ========= ============ ========== ============
</TABLE>
See notes to consolidated financial statements
36a
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
JANUARY 1, 1998 THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
Common Stock
------------------------ Additional Total
Paid-in Retained Shareholders'
Shares Par Value Capital (Deficit) Equity
---------- ---------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 11,846,826 $ 1,185 $ 8,879,706 $ (9,573,142) $ (442,250)
Cumulative preferred stock issued in private - - - - 596,701
placement (Note 12)
Common stock issued for services (Note 7) 25,000 2 62,835 - 62,837
Common stock issued for sales commissions (Note 7) 336,350 34 252,229 - 252,263
Conversion of non-cumulative preferred stock
to common stock (Note 6) 254,000 25 249,975 - -
Common stock issued for retirement of debt (Note 6) 53,571 5 149,995 - 150,000
Common stock issued in private placement (Note 12) 3,222,104 322 6,443,891 - 6,444,213
Stock offering costs - - (959,699) - (959,699)
Stock subject to rescission (Note 5) (1,243,151) (124) (1,281,691) - (1,281,815)
Declaration of 6% preferred stock dividend on
cumulative preferred stock (Note 6) - - - - 68,868
Conversion of cumulative preferred stock to
common stock (Note 6) 1,216,268 122 6,117,587 - 5,452,140
Net (loss) for the year ended December 31, 1999 - - - (6,537,762) (6,537,762)
----------- ---------- ------------ -------------- -------------
Balance, December 31, 1999 15,710,968 $ 1,571 $ 19,914,828 $ (16,110,904) $ 3,805,496
=========== ========== ============ ============= =============
</TABLE>
See notes to consolidated financial statements
36b
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Years Ended
December 31,
----------------------------------
1999 1998
--------------- --------------
Cash flows from operating activities
<S> <C> <C>
Net loss $ (1,588,355) $ (1,449,530)
-------------- -------------
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation and amortization 116,821 93,372
Gain on write-off of accounts payable (3,314) (23,251)
Common stock issued for services 62,839 59,799
Debt issued for services - 102,750
Writedown of inventory for obsolescence 41,616 -
Write-off of organization costs - 3,702
Loss on sale of asset 437 37
Impairment loss on fixed assets - 11,018
Changes in certain assets and liabilities
Receivables, inventory and other current assets (1,673) 42,396
Accounts payable and other current liabilities 58,213 170,881
-------------- -------------
274,939 460,704
-------------- -------------
Net cash (used in) operating activities (1,313,416) (988,826)
-------------- -------------
Cash flows from investing activities
Purchases of equipment (125,641) (98,408)
Payments to acquire patent (23,977) (1,554)
Purchases of certificates of deposit (3,100,000) -
Proceeds from sale of equipment - 70
-------------- -------------
Net cash (used in) investing activities (3,249,618) (99,892)
-------------- -------------
Cash flows from financing activities
Proceeds from sale of stock 7,040,914 1,122,445
Payments for offering costs (495,973) (13,428)
Principal payments on capital leases (9,362) -
Proceeds from debt issuance 177,000 152,956
Principal debt payments (359,519) (47,830)
------------- -------------
Net cash provided by financing activities 6,353,060 1,214,143
------------- -------------
Net increase in cash 1,790,026 125,425
Cash - beginning of year 151,341 25,916
-------------- -------------
Cash - end of year $ 1,941,367 $ 151,341
============== =============
</TABLE>
See notes to consolidated financial statements
37
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(continued)
Supplemental disclosure of cash flow information:
Cash paid for interest during the years ended December 31, 1999
and 1998 was $56,009 and $5,186, respectively.
Non-cash investing and financing transactions:
Acquisition of property and equipment in exchange for the issuance
of common stock for the years ended December 31, 1999 and 1998 was
$0 and $23,012, respectively.
Conversion of debt to preferred and common stock for the years
ended December 31, 1999 and 1998 was $150,000 and $0, respectively
(Note 8).
Acquisition of property under vendor financing for the years ended
December 31, 1999 and 1998 was $0 and $32,044, respectively, (Note
2)
Acquisition of equipment under capital leases for the years ended
December 31, 1999 and 1998 was $77,962 and $0, respectively (Note
2).
See notes to consolidated financial statements
38
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
The consolidated financial statements include the accounts of OnLine Power
Supply, Inc., formerly known as OnLine Entertainment, Inc., and its wholly owned
subsidiaries, Glitch Master Marketing, Inc. and OnLine Power Supply, Inc.
(collectively, the "Company"). All significant intercompany transactions and
accounts were eliminated in the consolidated financial statements.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Accordingly, actual results could differ
from those estimates.
Cash Equivalents
For the purpose of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
Inventory
Inventory consists of computer equipment and accessories purchased for resale
during the ordinary course of business. The inventory is stated at the lower of
cost or market. The cost is determined by the average cost method.
Property, Equipment and Depreciation
Property and equipment is stated at cost and depreciated using the straight-line
method over the estimated useful lives of the assets (three to ten years).
Maintenance and repair costs are charged to expense as incurred. Gains or losses
on disposition of property and equipment are reflected in income.
Amortization
Amortization of intangible assets is calculated using the straight-line method
over five years. Amortization expense for the years ended December 31, 1999 and
1998 totaled $78,150 and $78,020, respectively, and $25,791 (1999) and $25,480
(1998) of this expense is included in research and development costs.
39
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Research and Development
Research and development costs for new products are charged to expense as
incurred. The cost of material and equipment that are acquired for research and
development activities and that have alternative future uses (in other research
and development projects or otherwise) are capitalized when acquired. The cost
of the materials consumed and the depreciation of the equipment used are charged
to research and development costs. Purchased research and development costs that
have alternative future uses (in other research and development projects or
otherwise) are capitalized as acquired technology and amortized as intangible
assets and charged to research and development costs.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and tax basis
of assets and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represented the future tax return consequences of
those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.
Revenue Recognition
Revenue is recognized as product is shipped or services rendered. The Company
provides a two- year warranty on its Glitch Master product. A liability is
provided for warranty expense based upon historical experience.
Reclassifications
Certain amounts in the prior year consolidated financial statements have been
reclassified for comparative purposes to conform with the presentation in the
current year consolidated financial statements.
Impairment of Long-lived Assets
The Company follows Statements of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to
be Disposed of", which requires that an impairment loss be recognized when the
carrying amount of an asset exceeds the expected future undiscounted net cash
flows.
40
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Fair Value of Financial Instruments
The Company has determined, based on available market information and
appropriate valuation methodologies, that the fair value of its financial
instruments approximates carrying value. The carrying amounts of cash,
receivables, payables and other current liabilities approximate fair value due
to the short-term maturity of the instruments.
Stock-based Compensation
The Company accounts for any stock-based compensation plans using the intrinsic
value method prescribed by the Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25). Compensation cost for stock
options, if any, is measured as the excess of the quoted market prices of the
Company's stock at the date of grant over the amount an employee must pay to
acquire the stock.
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123) was issued in October 1995. This accounting standard
permits the use of either a fair value based method or the method defined in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 125) to account for stock-based compensation arrangements.
Companies that elect to use the method provided in APB 25 are required to
disclose the pro forma net income and earnings per share that would have
resulted from the use of the fair value based method. The Company has elected to
continue to determine the value of the stock-based compensation arrangements
under the provision of APB 25 and, accordingly, has included the pro forma
disclosures required under SFAS 123 in Note 6.
Earnings (Loss) Per Common Share
Effective December 31, 1997, SFAS 128 "Earnings per Share" requires a dual
presentation of earnings per share-basic and diluted. Basic earnings per common
share has been computed based on the weighted average number of common shares
outstanding. Diluted earnings per share reflects the increase in weighted
average common shares outstanding that would result from the assumed exercise of
outstanding stock options. All periods presented have been restated to reflect
the adoption of this standard. In 1999 and 1998, 1,966,568 and 1,076,784 shares,
respectively, were excluded from the diluted earnings per share calculation, as
these shares were antidilutive. Had these shares been included in the
calculation, diluted weighted average common shares outstanding would have
increased to 14,776,519 and 11,488,407 in 1999 and 1998, respectively.
41
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Concentrations and Credit Risk
Approximately 48% of the Company's net sales in 1999 were from sales to one
customer.
The Company has concentrated its credit risk for cash by maintaining deposits in
a financial institutions, which may at times, exceed the amounts covered by
insurance provided by the United States Federal Deposit Insurance Corporation
(FDIC). The maximum loss that would have resulted from that risk totaled
$4,847,344 at December 31, 1999, for the excess of the deposit liabilities
reported by financial institutions over the amount that would have been covered
by federal insurance. The Company has not experienced any losses to date in such
accounts and accordingly, believes it is not exposed to any significant credit
risk.
Nature of Organization
The Company was incorporated in Colorado on August 7, 1991, as Roth Financial
Fitness, Inc. On January 12, 1995, the Company changed its name to OnLine
Entertainment, Inc. In June 1995, the Company re-domiciled in Nevada by merging
with a Nevada corporation formed for that specific purpose. The Company now
operates as a Nevada corporation doing business as a foreign corporation in
Colorado. On December 14, 1999, the Company changed its name to OnLine Power
Supply, Inc.
During 1999, the Company conducted its primary business activities through its
subsidiaries, Glitch Master Marketing, Inc. and OnLine Power Supply, Inc. On
December 31, 1999, the Company dissolved both of these entities. All assets,
liabilities and operations of these entities were consolidated into the Company.
Glitch Master Marketing, Inc. was incorporated in Colorado on September 7, 1990
to manufacture and market the proprietary Glitch Master(TM)product line of power
supplies for the personal computer.
OnLine Power Supply, Inc. was incorporated in Colorado on November 13, 1996. On
December 17, 1997, OnLine Power Supply, Inc. acquired Renaissance Systems, Inc.
by a common stock exchange. OnLine Power Supply, Inc. continued to develop a
proprietary power supply product line and related technology that was started by
Renaissance Systems, Inc. The development results became the technology that
produces the Company's new power supply product line.
42
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 2 - Property and Equipment
During 1999, the Company acquired equipment totaling $77,962 and executed
capital lease agreements for this equipment. Future minimum lease payments under
these capital leases are as follows:
2000 $ 28,369
2001 28,525
2002 20,195
-----------
77,089
Less amount representing interest (8489)
-----------
Net capital lease obligation $ 68,600
===========
During 1998, the Company acquired a trade show booth under vendor financing. The
cost of the booth was $84,963 of which the Company paid $52,919. The balance
owed on the booth totaling $32,044 was included as other current liabilities at
December 31, 1998 on the consolidated balance sheets.
Property and equipment, including equipment under capital leases, consisted of
the following:
<TABLE>
<CAPTION>
December 31,
----------------------------
1999 1998
------------- -----------
<S> <C> <C>
Furniture and fixtures $ 13,500 $ 12,119
Trade show exhibit equipment 96,343 96,343
Engineering and other equipment 181,740 52,838
Computers 79,162 30,343
Software 24,465 4,840
------------ -----------
395,210 196,483
Less accumulated depreciation (69,906) (34,764)
------------ -----------
$ 325,304 $ 161,719
============ ===========
</TABLE>
Depreciation expense for the years ended December 31, 1999 and 1998 totaled
$38,671 and $15,352, respectively. In 1999 and 1998, $15,567 and $6,346,
respectively, of depreciation was included in research and development expense.
43
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 3 - Short-term Debt
Short-term debt consisted of the following notes payable and line-of-credit:
<TABLE>
<CAPTION>
December 31,
---------------------------
1999 1998
----------- ------------
<S> <C> <C>
Note payable to officer, due on demand, interest at 10.00
percent, collateralized by receivables, inventory and patent
rights (Note 8). $ - $ 15,000
Note payable to officer, due on demand, interest at 10.00
percent, collateralized by receivables, inventory and patent
rights (Note 8). - 25,000
Note payable to officer, due on demand, interest at 10.00
percent, collateralized by receivables, inventory and patent
rights (Note 8). - 68,500
Note payable to officer, due on demand, interest at 10.00
percent, collateralized by receivables, inventory and patent
rights (Note 8). - 34,250
Note payable to an officer's family trust, matures
December 21, 1999, interest at 12.00 percent,
collateralized by 50,000 shares
of the Company's common stock (Note 8). - 150,000
----------- -----------
$ - $ 292,750
=========== ===========
</TABLE>
Line-of-Credit
The Company has a $50,000 revolving line-of-credit, of which, $49,269 was unused
as of December 31, 1999. Advances on the line carry an interest rate of the
prime rate plus 6 percent (14.50% at December 31, 1999). The credit line is
collateralized by substantially all corporate assets and is personally
guaranteed by an officer of the Company. The Company indemnified the officer.
Payments on the line are due monthly and are equal to accrued interest plus 2.00
percent of outstanding principal at the end of the prior month.
44
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 4 - Other Liabilities
During 1994 and 1995, the Company incurred approximately $118,000 of liabilities
(payables) associated with a previous line of business. Management has settled
or written-off a total of $50,474 in prior years and through December 31, 1999.
The remaining liabilities total $65,340 at December 31, 1999; some are secured
by judgments against the Company, some are being paid negotiated monthly
payments and some of the creditors are not currently pursuing the payment of
their claims.
Note 5 - Rescission Offer
The Board of Directors approved, on December 1, 1999, the conversion of all
preferred A and B shares into two common shares for one preferred share. The
Board of Directors also approved an offer to rescind all original preferred
share and certain common share purchaser's investment plus interest because the
Company believes that these offerings may have been executed without a proper
exemption pursuant to the regulations in the Securities Act of 1933. A liability
has been accrued on the balance sheet in the amount of original shareholder's
investment. The original investment consists of $262,000 of preferred A,
$885,400 of preferred B and $134,415 of common stock. Management believes that
the probability of the shareholders rescinding their shares is unlikely because
the current market price of the shares exceeds their original cost plus any
interest which they would receive; therefore, the potential accrued interest on
the rescission offer of $134,590 has not been recorded in the accompanying
consolidated financial statements.
Note 6 - Shareholders' Equity
Preferred Stock
On December 7, 1999, the Company's Board of Directors approved the payment of 6%
preferred stock dividend on 131,000 shares of preferred A and 442,700 shares of
preferred B stock. A total of 7,860 shares of preferred A and 26,574 shares of
preferred B were issued as stock dividends during 1999.
At the time of the conversion of the preferred shares into common shares, the
common shares were trading on the over the counter market at $5.03 per share.
The preferred A and preferred B shareholders have the privilege of converting
their shares into common stock at an effective investment cost $1.00 per common
share. The resulting conversion transaction resulted in a beneficial conversion
to the shareholders and an imputation of a preferred stock dividend of
$4,901,438 which is the difference of the market trading price per share and the
effective $1.00 per share investor cost times the number of common shares issued
as a result of the conversion.
45
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 6 - Shareholders' Equity (continued)
Preferred Stock (continued)
Roth Financial Fitness, Inc. issued preferred shares in 1992 with the right to
convert to common shares. At December 31, 1999, all except 10,467 shares of the
preferred shares have been converted by the shareholders.
Common Stock
On August 12, 1998, the Company issued 14,162 shares of its restricted common
stock in exchange for equipment. The Board of Directors valued the transaction
at the market value of the stock issued on the date of the transaction of $.85
per share, or $23,013. The Company wrote-down the equipment to its net
realizable value at December 31, 1998, resulting in an impairment loss totaling
$11,018 for the year ended December 31, 1998.
Stock Options
On September 1, 1999, the Board of Directors granted 523,000 non-qualified
executive common stock options to one officer in accordance with the terms of
his employment agreement. The options are exercisable at $3.00 per share; none
of the options have been exercised as of December 31, 1999 and will expire on
September 1, 2009.
The Board of Directors adopted a new Qualified Incentive Stock Option Plan on
December 1, 1999. The purpose for the plan is to have the ability to offer stock
incentives to key employees as a reward for past performance and to attract the
best qualified new employees by offering them stock options as a means of
compensation. The Company is authorized to grant a total of 3,500,000 common
shares under this plan of which 104,124 have been granted at December 31, 1999.
The 104,124 share options granted at December 31, 1999 are fully vested and
exercisable by the option holder at $5.62 per share. The options expire on
December 13, 2009. None of the options were exercised as of December 31, 1999.
On September 25, 1998, the Company granted options for 300,000 shares of its
common stock in exchange for public relations services. The options were fully
vested and exercisable at an average price of $3.39 per share and were to expire
on September 25, 2001, if not exercised. On the grant date, the bid price of the
Company's common stock on the over the counter exchange was $1.37. The Board of
Directors called the options on May 5, 1999, none were exercised and they were
cancelled.
46
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 6 - Shareholders' Equity (continued)
Stock Options (continued)
On March 4, 1998, the Board of Directors granted nonqualified executive stock
options to purchase 1,000,000 shares of its common stock to two senior officers
in accordance with the terms of their employment agreements. The options are
vested and exercisable at $5.50 per share. None of the options were exercised as
of December 31, 1999 and will expire on March 4, 2004, if not exercised.
Management determined the fair value of the Company's common stock based on the
offer price of a common stock offering on the grant date. The options were
granted at 110% of the $5.00 offering price, or $5.50 per share. In accordance
with APB 25, no compensation expense related to the options was recognized in
1998.
The Company has a qualified stock option plan that provides for the granting of
stock options to all employees. The Company is authorized to grant 3,500,000
common shares under the plan, of which 212,500 have been granted in 1998 and an
additional 105,000 shares in 1999. All options are fully vested on the date
granted and are priced at or above the current over the counter share trading
price. All options granted during 1999 and 1998 were exercisable, at a weighted
average price of $3.04 per share; however, none of the options were exercised at
December 31, 1999. The options expire on December 16, 2001.
47
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 6 - Shareholders' Equity (continued)
Stock Options (continued)
<TABLE>
<CAPTION>
Weighted
Weighted Average
Incentive Executive Options Issued Average Weighted Exercise Price
Stock Employment Not Related Exercise Average Fair Currently - Currently
Options Options to a Plan Price Value Exercisable Exercisable
--------- ------------ ------------ --------- ---------- ------------ - ------------
<S> <C> <C> <C> <C> <C>
Outstanding December 31, 1997 - - - $ - - $ -
------------ ----------
Options and warrants granted 212,500 1,000,000 300,000 4.64 1.58
--------- ------------ ------------ --------- ---------
Outstanding December 31, 1998 212,500 1,000,000 300,000 4.64 1,512,500 4.64
------------ -----------
Options cancelled - - (300,000) (3.00)
Options granted 209,124 1,023,000 - 3.38 2.77
--------- ------------ ------------ --------- ---------
Outstanding December 31, 1999 421,624 2,023,000 - $ 4.20 1,921,624 $ 4.53
========= ============ ============ ========= ============ ===========
</TABLE>
All options in 1999 and 1998 were granted above their fair value.
<TABLE>
<CAPTION>
December 31, 1999
--------------------------------------------------------------------------
Options Outstanding Options Exercisable
--------------------------------------------- --------------------------
Weighted Weighted Average Weighted
Average Remaining Average
Number Exercise Contractual Number Exercise
Range of Exercisable Price Outstanding Price Life Exercisable Price
----------- ---------- ---------- ------------- --------
<S> <C> <C> <C> <C> <C>
$2.88 - $3.00 1,260,500 $ 2.98 6.25 737,500 $ 2.96
$5.44 - $5.62 1,184,124 5.51 7.96 1,184,124 5.51
----------- ---------- ---------- ------------- --------
2,444,624 4.20 7.08 1,921,624 4.53
=========== ========== ========== ============= ========
</TABLE>
48
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 6 - Shareholders' Equity (continued)
Stock Options (continued)
The Company continues to account for stock-based compensation using the
intrinsic value method prescribed by APB 25, under which no compensation cost
for stock options is recognized for stock option awards granted at or above the
fair market value. Had compensation expense for the Company's stock option plan,
executive employment options and options under the public relations agreement
been determined based upon fair values at the respective grant dates in
accordance with SFAS 123, the Company's net earnings and earnings per share
would have been reduced to the pro forma amounts indicated below. The pro forma
effects of SFAS 123 are not indicative of future amounts. Additional stock
options awards are anticipated in future years.
<TABLE>
<CAPTION>
For the Year Ended
December 31,
--------------------------------
1999 1998
-------------- --------------
Net losses
<S> <C> <C>
As reported $ (1,588,355) $ (1,513,197)
Increased loss due to
Employee stock option plan (834,656) (266,688)
Executive employment options (2,578,743) (2,054,000)
Public relations agreement options - (66,550)
------------- -------------
Pro forma $ (5,001,754) $ (3,900,435)
<CAPTION>
============= =============
Loss per common share
<S> <C> <C>
As reported $ (0.13) $ (0.13)
Pro forma $ (0.40) $ (0.35)
</TABLE>
The weighted average fair value of options granted during 1999 and 1998
estimated on the date of grant using the Black-Scholes option-pricing model was
$2.77 and $1.58, respectively. The fair value of the options granted is
estimated on the date of grant using the following assumptions: dividend yield
of zero, expected volatility of 97.16 (1999) and 60.47 (1998) percent, risk-free
interest rate of 6.623 (1999) and 4.525 (1998) percent, and an expected life of
three years.
49
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 7 - Stock Based Compensation
During 1999, the Company issued 336,350 shares of its restricted common stock
for commissions expense related to various preferred stock offerings. The Board
of Directors measured the value of the transaction by equating the commission
obligation to the number of shares required based on the current fair market
value of the common shares on the date of the execution of the selling
agreement, dated October 23, 1998, equal to $.75 per common share. The Company
recorded a beneficial conversion charge equal to $.30 per common share exchanged
as additional offering costs in the accompanying consolidated financial
statements. A total of $252,263 was recorded as stock offering costs.
During 1999, the Company issued 25,000 shares of its restricted common stock to
various providers in exchange for their services. Management valued the service
at $62,837, the amount of the total invoices. The resulting expenses are
included in the accompanying consolidated financial statements.
On May 20, 1998, the Company issued 1,106,660 shares of its restricted common
stock to brokers as payment for $117,626 in commissions expense related to a
common stock offering. Management valued the transaction at the fair market
value of the stock on the date of the broker agreement, September 8, 1997, or
$.78 per share. The resulting $864,301 of commission expense is included in the
accompanying consolidated financial statements as stock offering costs.
On October 30, 1998 the Company issued 79,732 shares of its restricted common
stock as payment for $134,484 in advertising and consulting services. Management
valued the transaction at the fair market value of the stock on the date of the
exchange or $59,799. The resulting expense is included in the accompanying
consolidated financial statements.
Note 8 - Related Parties
As of January 1, 1998, the Company was indebted to an officer for $62,000 in
connection with four promissory notes executed in 1997. In 1998, the Company
borrowed from two officers an additional $35,000 for working capital purposes.
The Company also executed two additional promissory notes to an officer in the
amount of $102,750 for expenses paid on behalf of the Company. During 1999, the
Company borrowed an additional $89,000 from an officer. All notes had an
interest rate of 10% and were due on demand. The Company repaid notes to the
officers of $231,750 in 1999 and $57,000 in 1998. All notes were paid in full as
of December 31, 1999.
On March 2, 1999, the Company borrowed $88,000 from an affiliated party for
working capital purposes. The note had an interest rate of 18% and was due on
demand. The note was paid in full as of December 31, 1999.
50
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 - Related Parties (continued)
During 1999, the Company paid stock offering commissions of $299,919 to a
broker. The broker is an affiliated party by virtue of his relationship to a
member of the Company's board of directors.
The broker received 10% commission on equity funds raised pursuant to a selling
agreement signed by the Company. As of December 31, 1999, the Company owes
unpaid commissions of $101,081 to the broker.
On December 21, 1998, the Company borrowed $150,000 from the family trust of an
officer of the Company. The $150,000 promissory note had an interest of 12
percent per annum and was due on December 21, 1999. On October 4, 1999, the
family trust elected to accept 53,571 shares of common stock, measured at a
market value of $2.80 per share, to satisfy the debt. The note was paid in full
on December 31, 1999.
Included in the executive employment agreements of two officers is a performance
bonus based on the increase of the trading price per share of the common stock
from trades in December 1998 to trades in December 1999. The bonus was earned
and is equal to 50% of their total compensation for 1999 payable in the first
quarter of 2000. A current liability of $72,000 for related party bonuses is
recorded on the balance sheet at December 31, 1999.
Note 9 - Income Taxes
A reconciliation of the U.S. statutory federal income tax rate to the effective
rate follows:
<TABLE>
<CAPTION>
December 31,
----------------------------
1999 1998
---------- ----------
<S> <C> <C>
U.S. statutory federal rate 34.00% 34.00%
State income tax rate, net of federal benefit 3.30 3.30
Provision for bad debts - (1.99)
Net operating loss for which no tax benefit
is currently available (37.30) (35.31)
--------- ----------
- % - %
========= ==========
</TABLE>
51
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 9 - Income Taxes (continued)
Deferred taxes consisted of the following:
<TABLE>
<CAPTION>
December 31,
--------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Deferred tax asset, net operating loss $ 1,452,833 $ 879,697
carryforward
Valuation allowance (1,452,833) (879,697)
-------------- ------------
Net deferred taxes $ - $ -
============== =============
</TABLE>
The valuation allowance offsets the deferred tax assets for which there is no
assurance of recovery. The change in the valuation allowance for the years ended
December 31, 1999 and 1998 totaled $573,136 and $534,381, respectively. The net
operating loss carryforwards expire through the year 2019. In addition, the
utilization of the carryforwards may be limited due to certain change in control
events which have occurred in prior periods.
The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the deferred tax asset will be
realized. At that time, the allowance will either be increased or reduced;
reduction could result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax assets is no longer
impaired and the allowance is no longer required.
Note 10 - Commitments and Contingencies
Office Lease
The Company leases office space under a non-cancelable operating lease that
expires on January 31, 2001. Total office rent expense for the years ended
December 31, 1999 and 1998 totaled $61,033 and $36,942, respectively. Future
minimum rental payments under the office lease are as follows:
December 31,
------------
2000 $ 83,404
2001 7,030
----------
$ 90,434
==========
52
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 10 - Commitments and Contingencies
Officer Employment Agreement
As part of their executive employment agreements, two executive officers were
granted options to purchase 500,000 shares each of the Company's common stock on
September 1, 1999. These options were granted at the current fair market value
of the common stock and will expire on September 1, 2004. These options will
become vested 20% per year on the anniversary date of the grant. The options are
exercisable at $3.00 per share.
As part of their executive employment agreements, two senior officers shall
become fully vested to receive options to purchase 500,000 shares each of the
Company's common stock if the following corporate goals are achieved:
1. If the Company's consolidated gross revenues exceed $3,000,000 by
December 31, 1999, the executives vest in 35 percent of the options;
2. If the Company's consolidated gross revenues exceed $6,000,000 by
December 31, 2000, the executives vest in an additional 35 percent of
the options;
3. If the Company's consolidated gross revenues exceed $9,000,000 by
December 31, 2001, the executives vest in the remaining 30 percent
of the options:
These options will be valued at the market value of the common stock on the date
the contingency of the corporate goal is achieved, thus allowing the options to
vest.
The options are exercisable at $.0001 per share and expire on March 4, 2009.
None of the options have been exercised at December 31, 1999.
Manufacturing Agreement
In December 1999, the Company entered into an exclusive manufacturing agreement
with Saturn Electronics and Engineering, Inc. ("Saturn") for the production of
the power supply products developed by the Company. Under the terms of the
agreement, Saturn will finance the costs of start- up and production of the
products with the Company's customer purchase orders and accounts receivable as
security.
53
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 11 - Litigation and Settlements
Since 1996, the Company has been defending a lawsuit by Fox Sports, Inc. which
is pending in California Superior court. Fox seeks damages for alleged breach of
a contract to distribute film; dispute arose out of arrangements discussed
between the Company and Fox to distribute video film products when the Company
was involved in the entertainment business in 1996. A trial date has been set
for May 8, 2000. Subsequent to December 31, 1999, the matter has been settled in
principle, subject merely to documentation of the settlement. As part of the
settlement, the Company shall pay Fox $28,000. This amount is recorded in other
liabilities as of December 31, 1999. If for some reason the settlement is not
completed, the Company will continue to vigorously defend itself in this matter.
During the year ended December 31, 1998, the Company signed a settlement
agreement in a lawsuit related to the Chapter 7 bankruptcy of Max Music, Inc.,
whereby the Company agreed to pay $150,000. The Company made the $150,000
payment on December 21, 1998, with proceeds from the $150,000 promissory note
from the family trust of the Company's President (Note 8). However, in April
1999, the trustee filed an action in United States District Court (Denver,
Colorado) seeking enforcement (through garnishment proceeding) against the
Company of a judgment obtained by the trustee against a former officer and
director of the Company (who resigned in February 1996) for the same amount
originally sought less the $150,000 paid in December 1998. The Company is
contesting the trustee's claim citing the earlier settlement as full
satisfaction and will resist all attempts to collect the balance. The ultimate
potential liability is between $400,000 and $500,000; however, legal counsel and
management believe that the Company will prevail in this matter and the
likelihood of owing any additional money is extremely unlikely.
During the year ended December 31, 1998, the Company settled a lawsuit related
to an account payable owed to a trade vendor, whereby the Company agreed to pay
$15,000. The Company paid $5,000 on December 1, 1998 with the remaining $10,000
during 1999.
Subsequent to December 31, 1998, the Company settled a third lawsuit for
$25,000, and the balance was paid in full as of December 31, 1999.
The total losses from various litigation settlements totaled $28,000 (1999) and
$190,000 (1998) and are included as losses on litigation settlements in the
accompanying consolidated statements of operations.
Glitch Master Marketing, Inc. ("GMM") and the Company's Chief Executive Officer
("CEO") have been named as defendants in a lawsuit in which the plaintiff was
claiming the sum of $96,000. The debt was a personal obligation of the CEO. The
CEO obligated GMM as a guarantor of the note. The lawsuit was settled on April
22, 1999 for $98,170, and the Company did not incur any of the financial
liability.
54
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 11 - Litigation and Settlements (continued)
On December 2, 1998, the Company was awarded a judgment in the amount of $62,889
against a customer of Glitch Master Marketing, Inc. An allowance of 100 percent
of the receivable of $62,889 as of December 31, 1998 and 1999 has been recorded
due to the uncertainty of collection.
The Company is involved in other various claims and lawsuits arising in the
normal course of business. Management believes that any financial responsibility
that may be incurred in settlement of such claims and lawsuits would not be
material to the Company's financial position.
Note 12 - Private Offerings
Common Stock
The Company circulated three separate private offering memorandums relating to
the private offering of shares of the $.0001 par value common stock of the
Company during 1999 and 1998. The securities have not been registered pursuant
to this Securities Act of 1933, as amended (the "Act"), nor have they been
registered under the securities act of any state. These securities were offered
under an exemption from registration requirements of the Act and exemptions from
registration provided by applicable state securities laws. The securities
dealers were paid a commission up to ten percent of the subscriptions accepted
by the Company. Offering commissions were paid through a combination of cash and
the issuance of restricted common stock. The officers and directors of the
Company did not receive any commissions for the sales of stock or compensation
for services from these offerings. As a result of potential violations of the
exemption provisions of the regulations of the Act, the Company is offering to
rescind 26,883 shares of common stock investments totaling $134,413 plus
interest. A rescission liability has been recorded on the balance sheet at
December 31, 1999 accordingly (Note 5).
Following is a summary of the offerings undertaken in 1999 and 1998.
<TABLE>
<CAPTION>
Offering #1 Offering #2 Offering #3
----------- ----------- -----------
<S> <C> <C> <C>
Date: September 11, 1997 June 17, 1999 November 12, 1999
Offering: $5.00/share $2.00/share $2.00/share
Minimum: $ 25,000 $ 500,000 $ -
Maximum: $ 1,000,000 $ 5,000,000 $ -
</TABLE>
55
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 12 - Private Offerings (continued)
<TABLE>
<CAPTION>
Offering #1 Offering #2 Offering #3
----------- ----------- -----------
<S> <C> <C> <C>
Sold in 1997
Shares 36,672 - -
Proceeds $ 183,361 $ - $ -
Sold in 1998
Shares 99,260 - -
Proceeds $ 496,300 $ - $ -
Sold in 1999
Shares - 2,473,533 748,571
Proceeds $ - $ 4,947,066 $ 1,497,142
</TABLE>
Preferred Stock
The Company circulated two separate private offering memorandums relating to the
private offering of shares of the Series A and B $.0001 par value, $2.00 stated
value, cumulative, convertible preferred stock of the Company during 1998. The
securities have not been registered pursuant to the Securities Act of 1933, as
amended (the "Act"), nor have they been registered under the securities act of
any state. These securities were offered pursuant to an exemption from
registration requirements of the Act and exemptions from registration provided
by applicable state securities laws. The securities were offered on a "best
efforts" basis through securities dealers and others who may lawfully offer and
sell securities. The securities dealers were paid a commission up to ten percent
of the subscriptions accepted by the Company. Offering commissions were paid
through a combination of cash and the issuance of common stock. Management of
the Company did not receive any commissions or compensation for offering or
selling the securities.
56
<PAGE>
ONLINE POWER SUPPLY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 12 - Private Offerings (continued)
Preferred Stock
Following is a summary of the offerings conducted in 1999 and 1998:
Offering #1 Offering #2
Series B Series A
-------- --------
Date October 12, November 19,
1998 1998
Offer $2.00/share $2.00/share
Sold in 1998
Shares 169,950 105,400
Proceeds $339,900 $210,800
Sold in 1999
Shares 272,750 25,600
Proceeds $545,500 $ 51,200
Note 13 - Going Concern
The Company has suffered recurring losses from operations since inception and at
December 31, 1998 had a working capital deficit. These conditions raised
substantial doubt about the Company's ability to continue as a going concern in
1999. However, the Company has successfully raised equity capital during 1999 to
enable to the Company to sustain the operations through the year 2000. The
Company's ability to continue as a going concern in 1999 has improved since
1998. The financial statements, therefore, do not include any adjustments that
might result from the outcome of this uncertainty. The 1999 audit report dated
January 31, 2000 does not contain a going concern emphasis.
57
<PAGE>
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
On January 12, 2000 we terminated our relationship with C&H, which had
audited our financial statements for fiscal 1996, 1997 and 1998. C&H's audit
reports on our financial statements for each of those years contained a "going
concern qualification" that because of our recurring losses and lack of working
capital, there was substantial doubt about our ability to continue as a going
concern. Except for the uncertainty associated with the "going concern
qualification," C&H's audit reports for those three years did not contain an
adverse opinion or disclaimer of opinion, or modification as to uncertainty,
audit scope or accounting principles. Our board of directors approved the
termination of our relationship with C&H and our engagement of the firm Ehrhardt
Keefe Steiner & Hottman PC., Denver, Colorado.
We have never had any disagreements with C&H on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to C&H's satisfaction, would have
caused C&H to make reference to the subject matter of the dis- agreement in
connection with its reports.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
(a)(1)(2)(3) Identification of Directors and Executive Officers.
<TABLE>
<CAPTION>
Name Age Position Director Since
---- --- -------- --------------
<S> <C> <C> <C>
Kris M. Budinger 47 President, COO, CEO,
Treasurer 1994
Thomas L. Glaza 63 Director 1999
Ronald W. Mathewson 62 Director 2000
Richard L. Millspaugh 54 Chief Financial Officer
Secretary
Garth A. Woodland 35 Vice President - Engineering
Research and Development
Chris A. Riggio 40 Vice President - Research and
Development
</TABLE>
Kris M. Budinger has been President, Chief Operating Officer and
Treasurer of OnLine since July 29, 1996, and in addition has formally been
appointed to take on the responsibilities of CEO in March 2000. His primary
duties cover supervision of product development, coordination
58
<PAGE>
of research and development with prospective customers' design needs,
prospective customer relations at the corporate level, and developing
relationships with manufacturers and suppliers. He had been the Chairman,
President, and CEO of OnLine Entertainment, Inc. (prior to the merger with
Glitch Master Marketing, Inc. on July 29, 1996) from February 12, 1996 to July
29, 1996. From early 1995 to February 12, 1996 he was a Director and
Vice-President of OnLine Entertainment, Inc. His responsibilities at OnLine
Entertainment, Inc. included production of original direct response television
programming, management of product order fulfillment, telemarketing, merchant
banking, and television and radio distribution functions.
Mr. Budinger graduated from the United States Air Force Academy in 1974
and served as a Captain in the USAF until his honorable discharge in 1980. Mr.
Budinger was associated with the national investment banking firm E.F. Hutton as
a registered representative from 1981 to 1985, and from 1985 to 1988 as
Vice-President and Branch Manager in Peoria, Arizona. Mr. Budinger was
associated with Dean Witter Reynolds as a registered representative from 1988 to
1992, and during those four years was a Vice-President and Assistant Branch
Manager in the Sun City, Arizona office of Dean Witter Reynolds.
Thomas L. Glaza was appointed to the board of directors of OnLine in
July 1999. He serves as an outside director, and is not employed by OnLine. He
has been Director of Marketing for MAPICS Business Group-Marcam Corp. since
1989. He leads business activities associated with the acquisition of
complementary software products; his company is considered a leader in
developing strategic partnerships in the high growth area of enterprise resource
planning. In this position, his group is responsible for worldwide marketing
support, including product requirements, education strategy, and product
information development and delivery. He also is involved in issues regarding
mergers with or acquisitions of other companies. He leads the effort to develop
and maintain the strategic planning for MAPICS.
He is a member and Fellow of the American Production and Information
Control Society ("APICS").
Mr. Glaza's brother James Glaza is associated with Northstar
Securities, Inc., a registered broker-dealer in securities which has raised
money for us in the past.
Ronald W. Mathewson was appointed to the board of directors of OnLine
in March 2000 to fill the vacancy resulting from the retirement of Larry G.
Arnold.
Mr Mathewson was president and chief operating officer of Fibreboard
Corporation from October 1996 to February 1998 during which time he led the
merger of Fibreborad Corporation with Owens Corning. From June 1994 to November
1995 he served as executive vice president and president of Magneteck, Inc.'
Lighting Products Group. Mr. Mathewson was vice president and general manager of
the Building Insulation Division of the Johns Manville Corporation from June
1988 to June 1994. From May through November 1987 he served as president and
chief operating officer of Miami-Carey Corporation. Mr. Mathewson was employed
with General Electric Company from 1981 to 1987 in various management positions
including general manager, marketing and sales manager, international strategic
planning and business development manager and venture manager.
59
<PAGE>
Mr. Mathewson has extensive experience in strategic business planning,
acquisitions and mergers, and marketing and sales. He received a bachelor degree
in Mechanical Engineering and Business from the University of Wyoming in 1960.
Richard L. Millspaugh, a certified public accountant (licensed in
Colorado) has been Chief Financial Officer for OnLine since September 1, 1999.
From 1990 to 1994 he was Vice President Finance and part owner of Fibertection
Corporation. From 1995 to November 1997, Mr. Millspaugh was employed by Western
Pacific Airlines, and thereafter until he joined OnLine in 1999 he practiced
accounting at R.F. Hall & Associates, an accounting, tax and audit firm based in
Colorado. He has also been involved from time to time in special projects as a
consultant and financial administrator to different companies. In November 1994,
Mr. Millspaugh filed for personal bankruptcy proceedings in the United States
Bankruptcy Court, in connection with a claim made against his personal guarantee
of a $988,000 loan to Fibertection; this obligation and other personal
liabilities were discharged by the court in due course. Mr. Millspaugh received
a bachelor degree (accounting) from the University of Kansas in 1967.
Garth Woodland joined us in July 1996. Mr. Woodland has been Vice
President- Engineering, Research and Development, since 1999. He has extensive
experience in technical application support and technical design in the power
supply industry. From 1992 to 1996 Mr. Woodland was employed by ForeSight
Electronics, Sunnyvale, California, a nationwide distributor of power supply
systems. His experience extends to technical sales, training and effective
management of technical sales forces, design in of new applications, and
coordinating production line outputs with sales flow. He is a knowledgeable
electrical and audio engineer who is capable in most software applications. His
technical Marketing and Support expertise includes: Integration,
Test/Verification Evaluation, Field Tech Support, Chit-Sits, Return Material
Authorization, and Order Fulfillment. His designs include variable linear DC
Power Supplies with 0% ripple and a battery charging circuit for lap top
computers. While at IBM in 1992, he conducted macro programming and repair
support to managers and employee groups. Mr. Woodland holds a bachelor of arts
degree in Creative Arts.
Chris A. Riggio joined us in 1996. Mr. Riggio has been Vice President -
Research and Development since 1999. Previously, he has been an inventor, patent
holder, and engineering consultant for a variety of electro-mechanical
applications such as: power control electronics, audio electronics, acoustics,
gas and diesel systems, electronic instrumentation, monitoring systems and
process control systems. He has conducted research and development projects at
the University of Colorado in the areas of bio-electromagnetics and magneto
biology. Mr. Riggio has invented and patented two thyristor control technologies
(Load Factor Controller and Ideal Voltage Controller) and transferred other
intellectual property rights pertaining to failure bypass circuitry and
precision thermostat control technology. His other areas of expertise include
manufacturing process support, quality control engineering support, end use
product testing, field testing, test protocol design, product performance
characterization, data acquisition system design, utility and DSM sales
engineering support and training. He was a founder, officer and director of
Renaissance Systems, Inc. from 1994 until we acquired that company in 1997.
Renaissance was a small company engaged developing new approaches to the power
supply system technologies.
Under the Nevada statutes, the number of directors may be fixed by or
in the manner provided in the our articles or bylaws. The bylaws provide that
the number of directors may be
60
<PAGE>
determined from time to time by resolution of the board of directors. The board
of directors currently consists of three members.
(b) Identification of Certain Significant Employees or Consultants.
Richard L. Doyle serves as an engineering consultant to us on a
contract basis under an agreement dated August 25, 1997. There is no set term
for this agreement. Mr. Doyle provides services as requested for independent
reliability testing of its products. Mr. Doyle receives restricted shares of our
common stock for his services, at the average share price over the 90 day period
in which he renders services, at the rate of $200 of stock for every hour of his
services (using his billing rate of $100 per hour). We have issued 5,200 shares
to Mr. Doyle under his agreement. Mr. Doyle graduated with a B.S. in Mechanical
Engineering from Oregon State University in 1963: He earned an M.S. in
Electrical Engineering from the University of California, Irvine, in 1969. Mr.
Doyle provides analytical and experimental insights into complex physical and
electrical phenomena. He specializes in systems analysis with primary strength
in electrical control systems and dynamics His work in these areas has broken
new ground in advancing the state-of-the-art in aircraft, missiles, ships, and
nuclear reactor plants. He provides solid contributions to proposals and in
planning organizing activities. Mr. Doyle is a registered Electrical Engineer
and a registered Civil Engineer with the State of California, and is a senior
member of the Institute of Electrical and Electronics Engineers Inc., where he
served as President for the years 1995 and 1996. He is also a member of Sigma
Tau and Pi Tau Sigma honorary societies. Mr. Doyle has more than 25 years of
experience in the theoretical analysis of dynamic systems including analysis and
design of electrical and mechanical systems. For the past 15 years Mr. Doyle has
been a consultant. Mr. Doyle's recent experience includes consulting on Nuclear
Power Plant equipment. He is presently involved in qualifying Radiation
Monitoring equipment for Sorrento Electronics. Other recent consulting tasks
have included Reliability Studies, Structural Analysis and Thermal Analysis of
Electronic circuits. Previous consulting work included program planning, test
planning, and systems evaluation for Kennecott Exploration Inc. of San Diego,
California. He was responsible for airlift testing and analysis and developed
plans and analyzed several slurry hydraulic tests. Mr. Doyle is not an officer
or director of the Company.
Compensation of Directors
Each of our present directors who is also an employee of the Company
receives no additional compensation for acting as a director or attending
meetings of directors. We presently pay $100 per meeting to non-employee
directors, plus their travel expenses.
(c) Family Relationships.
There are no family relationships.
(d) Involvement in Certain Legal Proceedings.
During the past five years, no director, person nominated to become a
director, or executive officer of our company:
(1) has filed or had filed against him, a petition under the federal bankruptcy
law or any state insolvency law, nor has any court appointed a receive, fiscal
agent or similar officer by or against
61
<PAGE>
any business of which such person was a general partner, or any corporation or
business association of which he was an executive officer within two years
before the time of such filing;
(2) was convicted in a criminal proceeding or is the named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring or suspending him from, or
otherwise limiting his involvement in, any type of business, securities or
banking activities, or
(4) was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated any federal or state securities or commodities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended or vacated.
Based upon a review of Forms 3 and 4 furnished to the Registrant pursuant to
Rule 16a-3(a) since inception on February 24, 2000 and written representations
referred to in Item 405(b)(2)(I) of Regulation S-K, no directors, officers,
beneficial owners of more than ten percent of the Registrant's common stock, or
any other person subject to Section 16 of the Exchange Act failed for the period
from February 24, 2000 (the date the Company became a reporting company) through
the filing of this Form 10-KSB to file on a timely basis, the reports required
by Section 16(a) of the Exchange Act.
Item 10. Executive Compensation
The following table sets forth certain information regarding the
compensation paid or accrued by us to or for the account of the Chief Executive
Officer and the Chief Operating Officer (also the President) for services and
bonuses rendered in all capacities to us during each of the fiscal years ended
December 30, 1999, 1998 and 1997. No other executive officer received total
annual salary and bonus in excess of $100,000. We do not have any long term
compensation plan, other than options for restricted stock.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------------------
Other Annual
Name and Position Year Salary Bonuses Compensation
----------------- ---- ------ ------- ------------
<S> <C> <C> <C> <C>
Larry Arnold (former CEO) 1999 $72,000 $36,000 $0
1998 $72,000 $0 $0
1997 $72,000 $0 $0
Kris Budinger, COO and President 1999 $72,000 $36,000 $0
(CEO in 2000) 1998 $72,000 $0 $0
1997 $72,000 $0 $0
62
<PAGE>
Employment Agreements
We have written employment agreements with Larry G. Arnold (former CEO
and Chairman of the Board who resigned February 29, 2000) and Kris M. Budinger
dated March 4, 1998. Each employment agreement ends on March 31, 2003, subject
to automatic renewal for 5 year terms unless terminated by the Company on or
after September 30, 2002. The base salary is $72,000 per year, subject to
increases. In December 1999 the board of directors approved a salary of $150,000
to each individual for the year 2000. Each employment agreement granted
nonqualified stock options to purchase 500,000 shares of common stock at $5.50
per share (all now vested), which was the fair value of the stock at March 4,
1998; these options will expire March 4, 2004. None have been exercised to date.
Each employment agreement also granted other nonqualified performance stock
options to purchase 500,000 shares of common stock at $.0001 per share; these
options will expire March 4, 2009. The performance options will vest according
to a formula: If we had more than $3 million of gross revenues by December 31,
1999, 35% of the options would have vested for Mr. Arnold and Mr. Budinger (we
didn't make this target so this part of the options has lapsed). If we have more
than $6 million of gross revenues by December 31, 2000, 35% of the options will
vest for Mr. Arnold and Mr. Budinger. Finally, if we have more than $9 million
of gross revenues by December 31, 2001, an additional 30% of the options will
vest for Mr. Arnold and Mr. Budinger. These options are discussed in our
financial statements (note 6 for the vested options and note 10 for the
performance options).
For the year ending December, 1999 and later, each employment agreement
provides a cash bonus of 50% of base salary if the if the average closing price
of the common stock for the last 20 business days of the year exceeds the
previous year comparable amount by 51% or more. For fiscal 1999, Mr. Arnold and
Mr. Budinger each will be paid a cash bonus of $36,000 based on stock prices for
that year.
We have issued qualified options to Mr. Arnold and Mr. Budinger, each
for 11,650 shares of common stock at $6.18 per share, expiring if either leaves
our employment or when the options expire in 2009. Mr. Arnold's options for
these shares will expire as he has resigned from our company.
Garth Woodland has a five year employment agreement, at a base salary
of $84,000 per year. He received nonqualified stock options to purchase 523,000
shares of common stock at $3.00, all of which are vested, and options for
another 500,000 shares at the same price, to vest 20% per year starting
September 1, 2000. Mr. Woodland has separate qualified options to buy 11,032
shares at $5.62 and 25,000 shares at $2.88; these options expire on termination
of employment or 2009.
Chris Riggio has a five year employment agreement at a base salary of
$84,000 per year, and has been issued nonqualified stock options to purchase
500,000 shares of common stock at $3.00, to vest 20% per year. Separate from the
agreement, Mr. Riggio has an option (which is qualified) to purchase 25,000
shares of common stock at $3.00 per share; these latter options expire in 2001.
Mr. Riggio has separate qualified options to buy 11,032 shares at $5.62 and
25,000 shares at $2.88; these options expire on termination of employment or
2009.
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<PAGE>
Mr. Millspaugh has a five year employment agreement, at a base salary
of $84,000 per year. He received nonqualified stock options to purchase 100,000
shares of common stock at $5.625, which will vest 20% per year. Mr. Millspaugh
has separate qualified options to buy 3,203 shares at $5.62 and 25,000 shares at
$2.88; these options expire on termination of employment or 2009.
Stock Option Plan
We have adopted an incentive stock option plan for the issuance of up
to 3.5 million shares of common stock; the options are intended to qualify under
section 422 of the Internal Revenue Code. To date, we have issued to our
employees (other than officers) options to purchase 288,057 shares of common
stock. The options are vested and exercisable at different prices from $2.88 to
$6.18 per share (equal to or above market prices when the options were issued),
and will expire if the employee leaves us or when the options expire (at
different times from 2001 to 2009).
Separate from the qualified plan, we have issued an option to Thomas
Glaza, a director, to purchase 10,000 shares for $2.88 per share; this option
expires in 2002 and is vested.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information about beneficial
ownership of our common stock as of Marach 24, 2000 by each person or group who
is known to own more than 5% of our common stock, by each officer and director,
and by the officers and directors as a group. Except as otherwise noted, the
beneficial owners have sole voting and dispositive power with respect to their
shares. The percentages reflect 16,954,119 shares of common stock outstanding.
The numbers in the table do not include 385,222 shares owned by Mr.
Arnold's wife, of which he disclaims beneficial ownership, 1,000 shares owned by
Mr. Mathewson's wife, and also do not include shares issuable upon exercise of
stock options which are held by the named individuals.
64
<PAGE>
Name and Address Amount of Shares Percent Of Class
---------------- ---------------- ----------------
<S> <C> <C>
Larry G. Arnold* 1,424,119 8.0%
6909 S. Holly Circle
Suite 200
Englewood, Colorado 80112
Kris M. Budinger** 855,541 5.0%
6909 S. Holly Circle, Suite 200
Englewood, Colorado 80112
Richard L. Millspaugh 3,000 -0-
6909 S. Holly Circle, Suite 200
Englewood, Colorado 80112
Thomas Glaza** 3,000 -0-
6909 S. Holly Circle, Suite 200
Englewood, Colorado 80112
Ronald W. Mathewson** 3,750 -0-
87 Glenmoor Place
Englewood, Colorado 80110
Garth A. Woodland 61,000 -0-
6909 S. Holly Circle, Suite 200
Englewood, Colorado 80112
Chris A. Riggio 500,813 3.0%
6909 S. Holly Circle, Suite 200
Englewood, Colorado 80112
All Officers and Directors as a 1,443,104 8.5%
Group (6 persons)
</TABLE>
* Former Director
** Director
Item 12. Certain Relations and Related Transactions.
From time to time since 1998 we have borrowed money from our officers
to sustain operations and pay other expenses. At December 31, 1999 these loans
had been paid off, in the amounts of $231,750 plus $15,098 interest which was
paid in cash to Larry G. Arnold, a former officer and director who resigned
February 29, 2000 (annual interest at 10%), and $150,000 (plus
65
<PAGE>
annual interest at 12%) which was paid in stock to a trust controlled by a
member of Mr. Budinger's family. The trust had loaned the $150,000 to us in
December 1998 to pay a settlement to a bankruptcy trustee. The loan from the
Budinger trust was paid by issuing 53,571 shares of restricted common stock at
market value.
In 1999 we borrowed $88,000 from Falcon Financial Benefit Pension Plan.
We paid off this loan plus annual interest at 18% in 1999. One of the trustees
of this Plan is James Glaza, brother to Thomas Glaza who is one of our
directors. James Glaza is associated with Northstar Securities, Inc., a
registered broker-dealer which has helped us raise money from time to time in
private placements of our securities. In 1998 and 1999, Northstar has paid James
Glaza approximately $299,919 in net sales commissions related to our sales of
securities for his services as a stock broker. These were part of the gross
commissions we paid to Northstar. The financing activities at Northstar to a
large extent predated Thomas Glaza's appointment to our board of directors.
Neither Thomas Glaza nor James Glaza are affiliated with Northstar, nor do
either of them own any stock in Northstar, and Thomas Glaza is not an employee
or affiliate or stockholder of the Plan.
At December 31, 1999 we owed $101,081 in gross commissions to Northstar
Securities, Inc. for services related to our private placement offerings of
common stock in the last two quarters of 1999. Part of this payable is due to
James Glaza but the exact amount he will receive from Northstar presently is not
known to us.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
Sequential
Exhibit No. Title of Exhibit Page No.
- - ----------- ---------------- --------
<S> <C> <C>
3.1 Articles of Incorporation (1)
3.2 By-Laws (1)
3.3 Certificate of Amendment to Articles of Incorporation (1)
4.1 Preferred Stock Designation - Series A (1)
4.2 Preferred Stock Designation - Series B (1)
10.1 Agreement with Saturn (2)
10.2 Employment Agreement with Amendments - Larry G. Arnold (3)
10.3 Employment Agreement with Amendments - Kris M. Budinger (3)
10.4 Employment Agreement - Richard L. Millspaugh (3)
10.5 Employment Agreement - Garth Woodland (3)
10.6 Consulting Agreement - Doyle & Associates, Inc. (3)
10.7 Employment Agreement - Chris Riggio 69
16.1 Letter from Cordovano & Harvey re change of accounting firms (3)
27.1 Financial Data Schedule per Item 601(c) of Reg. S-B 78
</TABLE>
66
<PAGE>
(1) Incorporated by reference from the like-numbered exhibit filed with the
1933 Act registration statement on Form SB-2 (SEC no. 333-93341).
(2) Incorporated by reference from the like-numbered exhibit filed with the
1933 Act registration statement on Form SB-2, Amendment No. 1 (SEC no.
333-93341).
(3) Incorporated by reference from the like-numbered exhibit filed with the
1933 Act registration statement on Form SB-2, Amendment No. 2 (SEC no.
333-93341).
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the last quarter
of the fiscal year ended December 31, 1999.
67
<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, hereunto duly authorized.
ONLINE POWER SUPPLY, INC.
(Registrant)
Date: March 29, 2000 By: /s/ Kris M. Budinger
----------------------------------
Kris M. Budinger, CEO
By: /s/ Richard L. Millspaugh
----------------------------------
Date: March 29, 2000 Richard L. Millspaugh, CFO
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.
Date: March 29, 2000 By: /s/ Thomas Glaza
----------------------------------
Thomas Glaza, Director
Date: March 29, 2000 By: /s/ Ronald W. Mathewson
----------------------------------
Ronald W. Mathewson, Director
68
EXHIBIT 10.7
EXECUTIVE EMPLOYMENT AGREEMENT
This agreement ("Agreement") is made effective as of September 1, 1999
between OnLine Entertainment, Inc., (the "Company") and Chris A. Riggio (the
"Executive"), presently residing at 1100 Alder Way, Longmont, Colorado 80503.
The Executive has been employed and is continuing to serve the Company as Vice
President-Research.
In consideration of the mutual benefits and obligations in this
Agreement, and intending to be legally bound hereby, the Company and the
Executive agree as follows:
1. Office and Duties
The Executive shall be employed as an executive officer of OnLine
Power Supply, Inc., ("OPS"), which as of the date of this Agreement is a
subsidiary corporation of the Company. At such time as the Company changes its
name to "OnLine Power Supply, Inc." the Executive's position shall continue to
be Vice-President-Research for the Company, with primary duties in the power
supply division. The Executive shall have the duties specified in the Bylaws of
the Company, and such duties as may be lawfully assigned by the Board of
Directors, either directly or through his supervisor. The Company may reassign
the Executive to serve in other divisions or for other subsidiaries, consistent
with his abilities and the needs of the Company. The Company reserves the right
to designate his place of work.
Executive agrees to devote substantially all of his normal workday time
and energy to the performance of the duties of his position . Notwithstanding
the above, Executive shall be permitted to have interests in other businesses
that do not compete with the Company or its subsidiaries, or otherwise are in
violation of this Agreement, and he may render services for such other business
interests, provided such service does not prevent Executive from performing his
duties under this Agreement. The Executive agrees with the Company that any and
all inventions or designs or improvements to electronic or electrical devices or
systems which he creates alone or with others, during the term of this Agreement
(hereafter, the "Other Inventions"), shall be presented and disclosed first to
the Company, for its decision to take up and exploit the Other Inventions even
if it is or they are outside of the line of products then being worked on by any
employees or consultants to the Company. The Executive agrees with the Company
that any and all intellectual rights to such Other Inventions shall belong
exclusively to the Company, until it is or they are presented and disclosed to
the Company by the Executive. If the Company decides to take up and exploit such
Other Inventions, the Company shall thereafter own any and all intellectual
rights to it or them forever, provided that the Company proceeds in good faith
and uses its best efforts to exploit it or them. The Company shall make its
decision in a commercially reasonable period of time, not to exceed six months
after full presentation and disclosure to the Company by the Executive. If after
a reasonable period of time, the Company and the Executive agree that the
Company cannot proceed further with such exploitation, then the Company shall
assign the rights to the Other Inventions back to the Executive.
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<PAGE>
2. Term of Employment
The Company shall employ the Executive and he accepts such
employment for a term beginning on the date of this Agreement and ending
September 1, 2004, upon the terms and conditions set forth in this Agreement.
Notwithstanding the foregoing, if the Agreement shall not have terminated in
accordance with the provisions herein on or before September 1, 2004, this
Agreement shall be renewed on time for an additional term of five years, unless
on or after September 30, 2003, but before March 31, 2004 the Board of Directors
notifies the Executive in writing of its determination to have the date of this
Agreement expire six months from the date of such notification. If that
notification is given, then this Agreement shall expire on the six-month
anniversary of the date when notification is given to the Executive.
3. Definitions.
For the purposes of this Agreement, these terms shall have the
meaning set forth in this paragraph:
"Base Compensation" shall mean an amount per annum equal to the sum
of:
(a) The annual Base Salary in effect for Executive immediately
preceding the termination of employment. The Base Salary for the Executive as of
the date of this Agreement is stated in Section 4 below.
(b) Continued participation in all basic and supplemental life,
accident, disability, and other Company-sponsored insurance benefits provided to
the Executive immediately preceding the date of this Agreement (assuming the
Executive is insurable). Life insurance, if available for the Executive, will
provide for a split of benefits in the event of death equally between his estate
and the Company.
If this Agreement is terminated other than for cause, then the
Company will continue to provide the same insurance benefits for so long as Base
Salary is paid to him or his estate; if continued participation in one or more
of these benefits is not possible, the Company will continue him in benefits
which are substantially similar to those which Executive would have been
entitled to if he had continued as an employee of the Company at the same
compensation level which was in effect immediately prior to his termination.
(c) Continuance of vesting and benefit accrual under any
Company-sponsored retirement programs in effect for Executive immediately prior
to termination (or, if continued participation in such programs is not possible,
benefits substantially similar to those which Executive would have been entitled
to if he had continued as an employee of the Company at the same compensation
level immediately prior to termination). However, the terms of any incentive
stock options granted to the
Executive pursuant to this Agreement or otherwise shall be
controlling with respect to the vesting and benefit accrual provisions of such
options.
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<PAGE>
"Board " means the Board of Directors of the Company.
"Cause " shall mean (i) willful refusal by the Executive to follow
a lawful written demand signed by the Board; (ii) the Executive's willful and
continued failure to perform his duties under this Agreement (but not his
failure to perform due to physical or mental illness) after a written demand is
delivered to the Executive by the Board specifically identifying the manner in
which the Board believes the Executive has failed to perform his duties; (iii)
the Executive's willful engagement in conduct materially injurious to the
Company; (iv) the Executive's conviction of any felony; or (v) the Executive's
breach of any provisions of this Agreement. For purposes of clauses (I), (ii) or
(iii) of this definition, no act, or failure to act on the Executive's part
shall be deemed 'willful' unless done, or omitted to be done, by Executive not
in good faith and without reasonable belief that Executive's act or failure to
act was in the best interests of the Company.
"Constructive Termination " shall mean the Executive's voluntary
termination of employment within ninety (90) days following the occurrence of
one or more of the following events, unless such event is approved by the
Executive in advance of such event.
A failure by the Company to perform any part of this Agreement that
is not remedied within ten (10) business days of notification by Executive of
such failure, including any violation of Executive's rights as described in this
Agreement unless such rights are replaced by alternative rights of approximately
equal value;
A reduction of Executive's title or responsibilities below positions
specified in or pursuant to this Agreement; or
A relocation of Executive's primary place of business more than
fifty (50) miles from its location as of the date of this Agreement.
"Disability" shall be deemed to have occurred if the Executive is
unable to substantially perform the normal duties of his position with the
Company, or if the Executive makes application for disability benefits under any
Company-sponsored long-term disability program covering the Executive and he
qualifies for such benefits.
"Retirement " shall mean the Executive's voluntary termination of
service with the Company at any time after he reaches age 55, where the
Executive retires from substantially full time employment generally.
4. Compensation
For all services rendered by the Executive in any capacity to the
Company or any subsidiary or successor during the term of this Agreement, the
Executive shall be compensated with the Base Compensation as defined in this
Agreement (including the Base Salary, options, performance cash compensation
bonus, and automobile allowance as they are specified below):
71
<PAGE>
Base Salary. The minimum base salary payable to the Executive upon
commencement of this Agreement shall be $84,000. The Board or its Compensation
Committee (if one is designated) will review the Executive's Base Salary at
least annually to determine the amount of any increase. Upon any increase in the
Executive's Base Salary, such increased rate shall thereafter constitute the
Executive's annual Base Salary for all purposes of this Agreement, except that
the Company may reduce the Executive's Base Salary during any year by not more
than 10% below the Base Salary in effect at the beginning of the year as part of
any general salary reduction which applies to all officers of the Company and
its subsidiaries. Such a reduction shall not constitute a termination of this
Agreement.
Incentive Stock Options. As an incentive for continued contributions
to the Company, the Company shall issue to the Executive options to purchase
500,000 shares of the Company's common stock (the "Performance Options"). The
exercise price per share shall be the average of the bid and ask prices of the
common stock on September 1, 1999. The options shall be issued under the
Incentive Stock Option Plan. All of these options shall expire on September 1,
2004. Subject to the terms of the Incentive Stock Option Plan, the vesting of
these options shall be twenty percent (20%), or 125,000 shares, on each
anniversary of this Agreement. Each vested portion of the options shall have a
term of five (5) years, but such term shall be shortened in the event of
termination of employment, for any reason, and in that event the Performance
Options all shall expire when the covenant not to compete (elsewhere stated in
this Agreement) expires.
Provided that the Company's common stock is registered with the
Securities and Exchange Commission under section 12(g) of the Securities Act of
1934, then, as soon as practicable after such registration is effective, the
Company will use its best efforts to file with and have declared effective by
the Securities and Exchange Commission a registration statement on Form S-8 (or
comparable form for the registration of employee compensation plans), under
section 5 of the Securities Act of 1933, so as to allow the resale into the
public markets by the Executive of the shares of common stock acquired on
exercise of the Performance Options. Such registration also shall cover any
shares issued in payment of the Performance Bonus, as provided below.
If there shall be a combination of the Company with another company
where the Company is not the surviving entity, and as a result thereof the
Executive does not continue his employment under this Agreement, or this
Agreement is not accepted and continued by the surviving entity, then the
Executive shall be immediately fully vested in all Performance Options.
Performance Bonus. In order to promote goals that may increase
shareholder value, the Executive shall be paid Performance Bonuses during the
term of this Agreement as follows: For the Company's fiscal year ending December
31, 2000 and for each sub-sequent fiscal year during the term of this Agreement,
an amount equal to fifty percent (50%) of Base Salary if the Company achieves
audited consolidated gross revenue of $2,000,000 or more for the fiscal year
ending December, 2000. Each Performance Bonus shall be payable either 30 days
following the date the Company's audited consolidated financial statements for
the fiscal year are delivered to the Company or on March 15 following the end of
the fiscal year, whichever is later. At the election of the Executive, the
Performance Bonus may be paid in cash or in shares of common stock valued at
72
<PAGE>
the average bid and ask prices of the common stock; shares issued in payment
will be restricted from transfer in accordance with the Securities Act of 1933.
Vacation. Executive shall receive paid vacation per year in
accordance with the regular policies of the Company in effect for all employees,
or classes of employees, as established from time to time.
Vehicle Allowance. The Executive shall be paid a nonaccountable
vehicle expense allowance of $500.00 per month, to be used at his discretion for
operating expenses, vehicle purchase or lease, or insurance, or any combination
thereof.
Expense Reimbursement. The Company shall reimburse the Executive for
all reasonable expenses incurred by Executive in connection with performance of
his duties upon submission of itemized expense vouchers, subject to such
guidelines and policies as may be promulgated by the Company for senior
executives or employees from time to time.
Life Insurance. In addition to any coverage required by the Company,
the Executive shall be provided with a life insurance policy in the amount of
$250,000 (provided he is insurable and can meet the medical conditions for such
coverage), with the policy proceeds payable one-half to the Company and one-half
to such beneficiaries as he shall designate.
Tax Matters. If any payments due to the Executive under this
Agreement result in the Executive's liability for an excise tax ("parachute
tax") under the Internal Revenue Code, the Company will pay to Executive, after
deducting any Federal, state, or local income tax imposed on the payment, an
amount sufficient to fully satisfy the "parachute tax" liability. Such payment
shall be made to the Executive not later than thirty (30) days prior to the due
date of the "parachute tax." To the extent required by law, the Company shall
withhold from any payments under this Agreement any applicable federal, state,
or local withholding taxes.
5. Termination. If this Agreement is terminated:
(a) By the Company without cause, or if the Employee voluntarily
leaves the employment of the Company, or if the Employee is terminated through
Constructive Termination (provided in any event that the Executive does not
breach the other provisions of this Agreement concerning covenants not to
compete and observing the Trade Secrets of the Company), or if the Executive
dies or becomes disabled, then the Company will continue to pay the Executive
(or his estate) his Base Salary under this Agreement until the expiration of the
term of this Agreement. The Company also shall pay him any Performance Bonus to
which he otherwise would be entitled because of the audited consolidated gross
revenues of the Company during the fiscal year when he is terminated; such
payment shall be made when the audited financial statements are delivered to the
Company for that year. Termination without cause under this Section 5(a) shall
not affect the vested Performance Options, and the remaining unvested
Performance Options shall continue to vest as provided in this Agreement.
However, upon termination of employment, all of such options which have not been
exercised shall become "nonqualified" stock options under federal income tax
law. In addition, all of the Performance Options which are vested on the third
anniversary of the ter
73
<PAGE>
- - -mination of this Agreement, shall expire and thereafter be unexercisable. Upon
termination under this Section 5(a), all payments of the other compensation and
benefits shall terminate unless otherwise provided by law with respect to health
insurance coverage.
(b) By the Company for cause, all payments of all Base Compensation
and all of the other compensation and benefits shall cease (except for those
health insurance benefits which the Company is required to pay by law), but the
Company shall be obligated to pay the Performance Bonus to which he otherwise
would be entitled because of the audited consolidated gross revenues of the
Company during the fiscal year when he is terminated (such Performance Bonus
shall be paid when the audited financial statements are delivered to the Company
for that year). There shall be no further vesting of Performance Options, and
all of the vested unexercised Performance Options shall become "nonqualified"
stock options under federal income tax law. In addition, all of the vested
Performance Options shall expire on the third anniversary of termination of this
Agreement and thereafter be unexercisable.
(c) Should the Executive exercise his right to terminate employment
voluntarily for Constructive Termination, the Company shall continue to employ
him as an advisor and consultant ("Consulting Employment") for a period of five
years. During the period of Consulting Employment, the Executive shall at
reasonable times but not full time, be available to consult with and advise the
Company. The Executive shall be entitled to all benefits under this Agreement,
including base salary, performance and incentive bonuses during the term of the
Consulting Employment, which term shall be negotiated between the Company and
the individual. During the period of Consulting Employment, the individual shall
be permitted to engage in any business so long as such business practice is not
in competition with the Company and does not violate the Trade Secrets
provisions of this Agreement.
(d) In the event of termination of employment of the Executive for
any reason, the Company shall immediately release the Executive, and obtain the
release of Executive by third parties, from any and all personal guarantees and
other credit obligations the Executive has incurred or undertaken on behalf of
the Company, and shall cause the immediate repayment of indebtedness owed to the
Executive or members of his family or trusts set up by him or by members of his
family.
6. Covenant Not to Disclose Trade Secrets; Covenant Not to
Compete, or Interfere.
The parties hereto recognize that the Company must preserve its
specialized knowledge, Trade Secrets, and other confidential information
concerning its business. The disclosure of this information, Trade Secrets and
knowledge to any competitors would be detrimental to the Company and cause it
irreparable harm. By reason of his position with the Company, the Executive has
or will have access to, and has obtained or will obtain, specialized knowledge,
Trade Secrets and confidential information about the Company's operations and
the operations of its subsidiaries. Therefore, the Executive hereby agrees as
follows, recognizing that the Company is relying on these agreements in entering
into this Agreement with him:
(a) Definitions. As of the date of this Agreement, the Company's
Business is the following: The design and marketing of power supply systems and
devices, and the de-sign and
74
<PAGE>
marketing of products related to improved power supply performance and
continuity through power surges and interruptions (hereafter, the "Goods"). As
of the date of this Agreement, the Company's Business is being conducted
predominantly in the United States, and may also be conducted in Europe and
Asia. Therefore, for purposes of this Agreement, Areas shall be defined to be
the United States (and its Territories), and the European Union, and in Taiwan
and Thailand.
The Trade Secrets of the Company include: Recipes and techniques for
power supply systems and devices and power supply performance and supply
protection devices, and all of the data, know-how, formulae, compositions,
processes, samples, inventions and ideas; the data and results of all past,
current and planned (as well as unplanned as of the date of this Agreement)
research and development work; all current and planned marketing and
distribution strategies; all past, current and future customer lists; all
write-ups of current and anticipated customer (and prospective customer)
requirements; all price lists, market studies, and business plans of the
Company; and all notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Company containing or based, in whole or in
part, on any information included in the foregoing. Trade Secrets shall further
include any and all intellectual property associated with the preceding,
including without limitation state and federal and common law copy rights, and
all patent rights. In addition, Trade Secrets shall include any Trade Secrets
which are developed after the date of this Agreement and during its term, and
also any Other Inventions which the Executive develops on his own time and which
the Company elects to take up and exploit.
(b) Covenant Not to Disclose Trade Secrets. The Executive acknowledges
and agrees that all Trade Secrets known or obtained by the Executive, whether
before or after the date hereof, are the property of the Company. Therefore, in
consideration of entering into this Agreement, the Executive agrees that he will
not, at any time, disclose to any unauthorized persons or use for his own
account or for the benefit of any third party any Trade Secret, whether the
Executive has such information in his memory or embodied in writing or other
physical form, without the Company's written consent, unless and to the extent
that the information which constitutes the Trade Secret becomes generally known
and available for use by the public other than as a result of Executive's breach
of this Agreement. The Executive agrees to deliver to the Company at any time
the Company may request while this Agreement is in effect, all of the documents,
memoranda, notes, plans, records, reports, and other documentation relating to
the Trade Secrets that the Executive may then possess or have under his control.
In the event of termination of this Agreement, the Executive agrees to deliver
immediately to the Company all of the documents, memoranda, notes, plans,
records, reports, and other documentation relating to the Trade Secrets that he
may then possess or have under his control.
(c) Covenant Not to Compete, or Interfere.
(I) In further consideration of entering into this Agreement with the
Company, the Executive agrees that if this Agreement is terminated either by the
Executive or by the Company, then, for a period of three years after such
termination, the Executive will not, either directly or indirectly, engage or
invest in, own, manage, operate, finance, control, or participate in the
ownership, management, operation, or control of, or be employed by, associated
with, or consult with, any business whose products or activities compete in
whole or in part with the Company's
75
<PAGE>
Business, anywhere in the Areas. The Executive agrees that this covenant is
reasonable with respect to its duration, geographical area, and scope. Further,
the Executive agrees not to (I) induce or attempt to induce, directly or
indirectly, either for himself or any other person, any employee of the Company
to leave the employ of the Company; (ii) in any way interfere with the
relationship between the Company and any employee of or consultant to or
independent contractor of the Company; (iii) employ, or otherwise engage as an
employee, independent contractor, consultant or otherwise, any employee,
consultant or independent contractor of the Company; or (iv) induce or attempt
to induce any customer, supplier, or business relation of the Company to cease
doing any business with the Company, or expand its business in the Goods to
include any similar goods dealt in or handled by another company.
(ii) If this Agreement is terminated without cause under Section 5(a),
then the foregoing covenant not to compete, or interfere, shall continue to be
applied to the Executive, and the Executive shall be free to provide consulting
services to the Company, or to any other person or organization, but the
Executive shall not be free to compete with the Company, and he shall continue
to observe the Trade Secrets of the Company and not use the Company's Trade
Secrets without its prior written consent.
The covenant under subsection (I) not to compete, or interfere, shall
not be construed to prevent the Employee from owning not more than 5% of any
entity which files reports with the Securities and Exchange Commission as a
"public company." Notwithstanding the provisions of this paragraph, the
Executive shall continue to be subject to, and agrees to comply with, the
provisions with respect to Trade Secrets of the Company.
In the event that a court finds any clause of this subsection (c) to be
overly broad, and therefore not enforceable, the court shall modify this
subsection (c) in order to reflect the maximum restraint allowable, and shall
then enforce such subsection, as so modified.
The Company and the Executive agree that except as otherwise expressly
provided therein, all provisions of Section 6 (and of Section 7 below) of this
Agreement shall survive termination of this Agreement, and such provisions shall
remain in effect until three years after termination of this Agreement.
7. Injunctive Relief. In the event of any violation of Section 6 (which
shall constitute a breach of this Agreement), the Company shall be entitled to
injunctive relief to the extent allowable, and shall then be entitled to
continue to enforce such relief ordered. The Company shall not be required to
post any bond in such injunctive proceedings.
In the event of any arbitration, litigation or other proceeding arising
as a result of the breach of this Agreement, including without limitation any
injunctive or other proceeding with respect to the rights of the Company under
Sections 6 or 7, the party or parties prevailing in such arbitration, litigation
or proceeding shall be entitled to collect the costs and expenses of bringing or
defending such arbitration, litigation or proceeding, including reasonable
attorney's fees, from the party or parties not prevailing. The preceding shall
be interpreted so as to entitle the party prevailing in any
76
<PAGE>
arbitration to collect the costs and expenses of litigation or other proceeding
incurred by such party, which litigation or other proceeding occurred prior to
the dispute being heard in arbitration.
8. Other Provisions. With respect to the matters specified herein, this
Agreement contains the entire agreement between the parties and supersedes all
prior oral of written agreements, understandings and commitments between the
parties. In the event that any provision of this Agreement is held to be
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of the Agreement. Any notice or
demand required or permitted to be given under this Agreement shall be made in
writing and shall be deemed effective upon the personal delivery thereof if
delivered or, if by express delivery service, 24 hours after placing in the
control of an express delivery service; or if mailed, 72 hours after having been
deposited in the United States mail, postage prepaid, and addressed in the case
of the Company to its, and in the case of the Executive to Chris A. Riggio, 1100
Alder Way, Longmont, Colorado 80503. Either party may change the address to
which such notices are to be addressed by giving the other party notice in the
manner herein set forth.
This Executive Employment Agreement has been signed by the parties
effective as of the date first stated above.
OnLine Entertainment, Inc.
/s/ Kris M. Budinger
- - ----------------------------------
Executive
/s/ Chris A. Riggio
- - ----------------------------------
Chris A. Riggio
77
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001101152
<NAME> ONLINE POWER SUPPLY, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
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<RECEIVABLES> 69,301
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<CURRENT-LIABILITIES> 566,385
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0
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<TOTAL-LIABILITY-AND-EQUITY> 5,702,279
<SALES> 299,408
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<CGS> 233,386
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<INTEREST-EXPENSE> 50,773
<INCOME-PRETAX> (1,588,355)
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