<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from __________ to __________
Commission file number 1-8402
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IRVINE SENSORS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0280334
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3001 Redhill Avenue, Costa Mesa, California
(Address of principal executive offices)
92626
(Zip Code)
(714) 549-8211
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No_____
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As of June 28, 1998 there were 27,119,300 shares of Common Stock outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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IRVINE SENSORS CORPORATION
BALANCE SHEET
<TABLE>
<CAPTION>
June 28, September 29,
1998 1997
------------------ ------------------
<S> <C> <C>
ASSETS
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Current assets:
Cash and cash equivalents $ 787,800 $ 1,639,300
Accounts receivable, net of allowances of $10,000 2,787,300 1,237,700
Inventory 3,363,900 2,577,300
Prepaid expenses 509,300 1,182,900
------------------ ------------------
Total current assets 7,448,300 6,637,200
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Equipment, furniture and fixtures, net 2,127,900 2,775,800
Other assets 31,900 36,300
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$ 9,608,100 $ 9,449,300
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Current liabilities:
Accounts payable $ 1,304,400 $ 4,370,800
Accrued expenses 492,300 684,700
Deferred revenues - 106,100
Notes payable and current portion of long-term debt - 2,234,000
------------------ ------------------
Total current liabilities 1,796,700 7,395,600
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Long-term debt - 593,200
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Deferred royalties payable - affiliated company 626,200 613,800
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8% Convertible subordinated debentures - 250,000
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Minority interest in consolidated subsidiary 3,141,700 3,418,100
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Preferred stock of consolidated subsidiary 118,500 118,500
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Shareholders' equity (deficit):
Preferred stock, $0.01 par value, 500,000 shares
authorized;
6,971 shares Series B Convertible Cumulative
Preferred issued and outstanding; aggregate liquidation
preference of $198,700 50 50
3,970 shares Series C Convertible Cumulative
Preferred issued and outstanding; aggregate liquidation
preference of $214,400 50 50
7,400 and no shares Series D Convertible Preferred
Issued and outstanding 100 -
Common stock, $0.01 par value, 40,000,000 shares
authorized;
27,119,300 and 21,541,300 shares issued and outstanding 271,200 215,400
Common stock warrants and unit warrants; 162,000 and - -
340,000 outstanding
Paid-in capital 52,593,300 46,424,100
Accumulated deficit (48,939,700) (49,579,500)
------------------ ------------------
Total shareholders' equity (deficit) 3,925,000 (2,939,900)
------------------ ------------------
$ 9,608,100 $ 9,449,300
================== ==================
</TABLE>
See Accompanying Condensed Notes to Consolidated Financial Statements.
2
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IRVINE SENSORS CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
---------------------------------- ----------------------------------
June 28, June 29, June 28, June 29,
1998 1997 1998 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenues
Contract research & development $ 1,828,000 $ 1,408,300 $ 5,074,200 $ 4,669,700
Product sales 373,500 2,316,300 1,628,500 5,984,300
Other 200,000 - 400,000 -
-------------- -------------- -------------- --------------
Total revenues 2,401,500 3,724,600 7,102,700 10,654,000
Cost and expenses
Cost of contract revenues 1,349,900 1,056,700 4,397,000 2,746,500
Cost of product sales 706,400 3,608,700 1,884,600 10,369,000
General & administrative 753,800 708,100 2,097,800 2,441,600
Research and development 169,800 476,900 371,900 1,388,800
-------------- -------------- -------------- --------------
2,979,900 5,850,400 8,751,300 16,945,900
-------------- -------------- -------------- --------------
Loss from operations (578,400) (2,125,800) (1,648,600) (6,291,900)
Interest expense (13,900) (88,300) (112,900) (313,700)
Interest income 2,300 9,200 11,300 25,500
-------------- -------------- -------------- --------------
Loss before minority interest
and income taxes (590,000) (2,204,900) (1,750,200) (6,580,100)
Minority interest in loss of subsidiary (110,700) (51,000) (324,800) (174,300)
Provision for income taxes - 800 2,600 2,600
-------------- -------------- -------------- --------------
Income (loss) before extraordinary item (479,300) (2,154,700) (1,428,000) (6,408,400)
Extraordinary item - debt extinguishment 921,700 - 2,067,800 -
-------------- -------------- -------------- --------------
Net income (loss) $ 442,400 $ (2,154,700) $ 639,800 $ (6,408,400)
============== ============== ============== ==============
Basic and Diluted Earnings Per Share
Loss before extraordinary item $ (0.03) $ (0.10) $ (0.06) $ (0.32)
-------------- -------------- -------------- --------------
Extraordinary item $ 0.04 $ - $ 0.09 $ -
-------------- -------------- -------------- --------------
Net income (loss) $ 0.01 $ (0.10) $ 0.03 $ (0.32)
============== ============== ============== ==============
Weighted average number
of shares outstanding 24,967,700 21,013,600 23,306,600 20,287,900
============== ============== ============== ==============
</TABLE>
See Accompanying Condensed Notes to Consolidated Financial Statements.
3
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IRVINE SENSORS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
39 Weeks Ended
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June 28, 1998 June 29, 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 5,553,200 $ 11,621,200
Cash paid to suppliers and employees (8,805,200) (13,215,000)
Interest received 11,300 25,500
Interest paid (112,900) (313,700)
Income taxes paid (2,600) (2,600)
------------ -------------
Net cash used in operating activities $ (3,356,200) $ (1,884,600)
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment disposal 37,800 -
Capital facilities and equipment expenditures (229,400) (1,012,600)
------------ -------------
Net cash used in investing activities (191,600) (1,012,600)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common & preferred stock 4,713,400 -
Common stock issued for services 261,700 7,600
Principal payments under notes payable
and capital lease obligations (2,327,200) (136,100)
Proceeds from issuance of minority
interest in subsidiary 48,400 1,884,500
------------ -------------
Net cash provided by financing activities 2,696,300 1,756,000
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Net decrease in cash and cash equivalents (851,500) (1,141,200)
Cash and cash equivalents at beginning of period 1,639,300 1,954,000
------------ -------------
Cash and cash equivalents at end of period $ 787,800 $ 812,800
============ =============
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES:
Net income (loss) $ 639,800 $ (6,408,400)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization $ 839,500 $ 2,367,700
Common stock issued to employee retirement plan 500,000 397,300
Minority interest in loss of subsidiary (324,800) (174,300)
(Increase) decrease in accounts receivable (1,549,600) 967,200
(Increase) decrease in inventory (786,600) 244,300
Decrease in prepaid expenses and other assets 678,000 121,600
Increase (decrease) in accounts payable
and accrued expenses (3,258,800) 1,956,900
(Decrease) in deferred revenues (106,100) (1,278,100)
(Decrease) in long-term accrued expenses - (275,000)
Increase in royalties accrued - affiliated company 12,400 196,200
------------ -------------
Total adjustments (3,996,000) 4,523,800
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Net cash used in operating activities $ (3,356,200) $ (1,884,600)
============ =============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Principal payment of note payable by
issuance of common stock $ 500,000 $ -
============ =============
Conversion of debentures to common stock $ 250,000 $ 3,000,000
============ =============
Common stock issued to employee retirement plan $ 500,000 $ 397,300
============ =============
</TABLE>
See Accompanying Condensed Notes to Consolidated Financial Statements.
4
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IRVINE SENSORS CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The information contained in the following Condensed Notes to Consolidated
Financial Statements is condensed from that which would appear in the annual
consolidated financial statements; accordingly, the consolidated financial
statements included herein should be reviewed in conjunction with the
consolidated financial statements and related notes thereto contained in the
1997 Annual Report to Shareholders of Irvine Sensors Corporation (the
"Company"). It should be understood that accounting measurements at interim
dates inherently involve greater reliance on estimates than at year-end. The
results of operations for the interim periods presented are not necessarily
indicative of the results expected for the entire year.
The consolidated financial information as of June 28, 1998 and June 29, 1997
included herein is unaudited but includes all normal recurring adjustments
which, in the opinion of management of the Company, are necessary to present
fairly the consolidated financial position of the Company at June 28, 1998, the
results of its operations for the 39 week periods ended June 28, 1998 and June
29, 1997 and its cash flows for the 39 week periods ended June 28, 1998 and June
29, 1997. Certain reclassifications have been made to prior year's financial
statements to conform to the current year presentation.
The consolidated financial statements include the accounts of Irvine Sensors
Corporation and its subsidiaries, Carson Alexiou Corporation ("CAC"), Novalog,
Inc. ("Novalog"), MicroSensors, Inc. ("MSI"), 3D Microelectronics, Inc., 3D
Microsystems, Inc. and IMAGEK, Inc. All significant intercompany transactions
and balances have been eliminated in consolidation.
NOTE 2 - CONVERTIBLE SUBORDINATED DEBENTURES
In fiscal 1998, the Company forced conversion of the remaining $250,000 of
outstanding 8% Convertible Subordinated Debentures into 100,000 shares of the
Company's common stock. In May 1996, the Company had registered 2,997,000 shares
which the Company then believed would be sufficient to cover the conversion of
all $11.1 million of the 8% Convertible Subordinated Debentures, which had been
issued in February and March 1996. However, due to the decline in the price of
the Company's common stock, the number of shares issued upon conversion of all
the Debentures, including the aforementioned 100,000 shares, exceeded the number
of shares previously registered. In January 1998, the Company filed a
registration statement which included the resale of 1,114,810 unregistered
shares issued upon conversion of the 1996 Debentures. This registration was
declared effective by the Securities and Exchange Commission in April 1998.
NOTE 3 - BANK LOAN
During the three month period ended December 28, 1997, the Company entered
into a Forbearance Agreement with the Company's lending Bank to redefine the
repayment terms of the note payable, following the sale of the related
collateral. Under the new terms of the loan, the Company paid $1,229,900 of the
principal balance, and an additional $500,000 was satisfied by issuing 550,000
shares of common stock to the lender (see Note 9 paragraph 1).
NOTE 4 - RELATED PARTY TRANSACTIONS
In April 1980, the Company entered into an agreement with R&D Leasing Ltd.,
(RDL), a limited partnership in which the Company's Chairman and a Senior Vice
President are general partners with beneficial interests, to design an
electronic circuit, to develop certain fabrication processes and to build
equipment for testing electronic integrated circuits. In connection with the
development of the electronic test equipment under the RDL agreement, certain
other proprietary fabrication processes were developed to which RDL retained
ownership. Upon the occurrence of certain specified events, such as the use of
patented fabrication processes in connection with contracts, the agreement with
RDL provides that the Company will pay RDL a royalty fee based on a percentage
of revenues from sales of the basic devices using the processes created during
the development of this equipment. As of June 28, 1998 the Company had accrued
$626,200 in deferred royalties payable to RDL.
5
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NOTE 5 - SERIES D CONVERTIBLE PREFERRED UNITS
As referred to in the Company's Annual Report on Form 10-K for fiscal 1997
(see "Management's Discussion of Liquidity, Capital Resources and Impact of
Changing Prices"), the Company began the sale of Series D Convertible Preferred
Stock Units in a private placement to certain accredited investors in December
1997 and continued to accept subscriptions thereto through January 2, 1998, at
which time, the Company sold an additional 24,750 Units. The Company issued an
aggregate of 37,750 Units at a price of $100.00 per Unit and the net proceeds of
$3,249,400 from the sale of these securities were added to the Company's general
funds.
The Series D Convertible Preferred Stock Units consist of one share of
Convertible Preferred Stock, plus one five-year Warrant to purchase one share of
common stock of Novalog, Inc., a subsidiary of the Company and, one five-year
Warrant to purchase one share of common stock of Microsensors Inc., a wholly-
owned subsidiary of the Company. Each share of Convertible Preferred Stock is
convertible into common stock of the Company at the rate of 100 shares of Common
for each share of Preferred D, subject to adjustment for stock splits, reverse
stock splits and other similar recapitalization events. The Preferred D shares
have no voting rights, except as required by law, and bear no dividends. The
common shares underlying the Preferred D shares were included in the April 1998
registration statement (see Note 2). In connection with this private placement
of 37,750 units, the Company granted to the placement agent a warrant to
purchase up to 500 units of Series D Convertible Preferred Stock units at a
price of $1.10 per unit which was 110% of the private placement price of the
Units. The warrant is exercisable during the period beginning the earlier of one
year from January 2, 1998 or the date of registration and expiring on January 2,
2003. The warrants were exercised in May 1998 and the proceeds of $55,000 were
added to the Company's general funds.
As of June 28, 1998, at the request of the holders thereof, a total of 30,350
shares of Series D Convertible Preferred Stock have been converted into
3,035,000 shares of common stock.
NOTE 6 - ISSUANCE OF COMMON STOCK
In January 1998, the Company sold 125,000 Common Stock Units to investors in
a private placement. Each Common Stock Unit consists of one share of Common
Stock of the Company, plus one five-year Warrant to purchase one share of common
stock of Novalog, Inc., a subsidiary of the Company and one five-year Warrant to
purchase one share of common stock of Microsensors Inc., a wholly-owned
subsidiary of the Company. The proceeds of $125,000 from these transactions
were added to the Company's general funds. These shares were included in the
April 1998 registration statement. (see Note 2)
In January 1998, a warrantholder exercised outstanding warrants to purchase
222,000 shares of Common Stock at a price of $1.00 per share. The proceeds from
this warrant exercise have been added to the Company's general funds. These
shares were included in the April 1998 registration statement. (see Note 2)
In the 39-week period of fiscal 1998, distribution of vested benefits was made
from the Company's Employee Retirement Plan to former employees. Subsequently,
1,815 shares of Series B and 1,006 shares of Series C Convertible Preferred
stock were surrendered for conversion into 140,922 shares of common stock. The
converted Preferred shares have been retired.
NOTE 7 - PRIVATE PLACEMENT OF COMMON STOCK
In April 1998, the Company issued, in a private placement to accredited
investors, 700,000 unregistered shares of the Company's common stock. The net
proceeds of $980,000 from this private placement have been added to the
Company's general funds.
NOTE 8 - EMPLOYEE RETIREMENT PLAN
In January 1998, the Board of Directors authorized a contribution to the
Employee Stock Bonus Plan, (the Company's ERISA-qualified Employee Retirement
Plan). The amount represents an annual contribution for fiscal year 1998 and was
made in 333,334 shares of the Company's common stock, which have been issued to
the Plan.
6
<PAGE>
NOTE 9 - DEBT EXTINGUISHMENT
In October 1997, the Company executed a Forbearance Agreement with its
lending bank whereby the Company agreed to accelerate repayment of the Note
Payable to the bank. The current portion of the debt was reduced by $1,026,900
received from the sale of the assets in October 1997. The Company also agreed,
among other requirements, to reduce the principal balance by payments of
$250,000 in each of the calendar quarters ending December 1997 and March 1998
and thereafter to reduce the remaining balance by a minimum of $200,000
quarterly. Execution of the Forbearance Agreement also resulted in a waiver of
the Company's financial covenant defaults and an amendment to the loan agreement
eliminating such financial covenants on a prospective basis. In connection
therewith the Company pledged as collateral one million shares of Novalog, Inc.
common stock held by the Company. The Company also paid down $500,000 of the
Note with 550,000 shares of its stock and under the terms of the agreement,
dependent on the market price of the shares when sold, the Company could receive
a refund if the proceeds from the sale exceeded $500,000. The Company has been
informed by the bank that it sold the 550,000 shares and that the proceeds have
exceeded $500,000. After applying the proceeds to the then remaining balance of
the note the bank has thus far refunded $742,000 to the Company and has advised
the Company that there is an additional $180,000 proceeds refundable to the
Company. The Company recognized these refunds and refundable proceeds in the
third quarter of 1998 in the approximate net amount of $922,000. The received
proceeds have been added to the Company's general funds.
On December 26, 1997, the Company made a $490,000 cash payment to extinguish
its remaining obligations under a Settlement Agreement with a vendor.
Accordingly, the Company recorded an extraordinary gain of $1,146,100 on the
extinguishment of debt and reduced accounts payable by the corresponding amount.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS.
--------------
Except for historical information contained herein, this Report contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-
looking statements contained herein are subject to certain risks and
uncertainties, including such factors, among others, as the pace at which new
markets develop, the ability of the Company to introduce new products and ramp
up manufacturing in a timely manner while controlling its operating expenses and
the response of competitors, many of whom are bigger and better financed than
the Company. In addition, the scope of the Company's growth plan may introduce
unanticipated risks and financial requirements. The availability of external
financing for the Company's plan cannot be assured and is subject to numerous
factors including those unrelated to the Company's performance such as economic
and market conditions. Further, the Company's financial performance prior to
substantial growth in revenues may not permit additional equity financing and
may place at risk the continuation of its long-term debt financing because of
inability to achieve financial covenants. Accordingly, investors are advised to
assess forward-looking statements contained herein with caution. Additional
information on various risk and uncertainties potentially affecting the
Company's results are discussed below (see "Factors that may affect Future
Results") and are contained in publicly filed disclosures available through the
Securities and Exchange Commission EDGAR database (http://www.sec.gov) or from
the Company's Investor Relations Department.
RESULTS OF OPERATIONS
REVENUES
The Company achieved revenues of $2,401,500 in the third quarter of fiscal
1998 and $7,102,700 for the 39 week period ended June 28, 1998, compared to
$3,724,600 and $10,654,000 respectively, in the prior fiscal year. This
represents a decrease of 36% and 33%, respectively, for the current quarter and
39-week periods for fiscal 1998 when compared to fiscal 1997.
The decline of over $1 million and $3 million in product revenues in the 13
and 39 week periods, respectively, in this fiscal year compared to similar
periods last year, are primarily attributable to reduced demand for memory cube
products which were produced at the now closed Vermont facility. The Company's
Novalog, Inc. subsidiary reported a decrease in revenues of 39% over last year's
39-week period due in large part to the effects of the Asian market disruption.
The Microsensors, Inc. subsidiary which began operations at the start of the
1998 fiscal year, derived additional revenues in the third fiscal quarter from
its first development contract, and anticipates delivering its first products in
the second half of calendar 1998, although there is no assurance that unforeseen
factors will not impact the current anticipated product rollout.
7
<PAGE>
Mitigating the foregoing, Contract research & development revenues showed a
30% improvement in the current third quarter of this fiscal year compared to the
same period last year. The improvement of $419,700 is primarily attributable to
an improved funded backlog and completed development work.
Other revenues represent the sale of intellectual property rights to Advanced
Technology Products, LLC. (ATPL). These rights have been exclusively licensed
back to the Company on a royalty basis. The Company's maximum royalty obligation
will be based on a declining percentage of sales of products incorporating the
licensed rights. The percentage initially will be between 4% and 15% based on
the total funds provided by ATPL including developmental funding, declining to
between 0.4% and 1.5% as the volume of product sales increases. The above
intellectual property rights relate to the technology involved in E-film and VIP
20 products. The Managing Member and two investors in ATPL are affiliates of the
Company with an aggregate ownership interest of less than 10%. Also, a former
patent holder of technology acquired by the Company and used in E-Film will
receive a royalty fee ranging from 3% to 1%, depending on volume, solely on E-
film products. In conjunction with the formation of the Company's IMAGEK, Inc.
subsidiary, the Company is attempting to negotiate prepayment of some or all of
these royalty obligations in consideration of equity participation in IMAGEK.
There can be no assurances that said negotiations will be successful.
COST OF REVENUES
Cost of contract research & development revenues as a percentage of revenues
was 74% in the third quarter of fiscal 1998. This was virtually the same as the
75% in the third quarter of fiscal 1997. For the 39-week periods, fiscal 1998
shows an increase of 28 percentage points over the comparable fiscal 1997
period, due primarily to the mix of contracts. Cost of product sales in the
current 39-week period at 116% of product sales was 58 percentage points lower
than the comparable period last year. This substantial reduction is attributable
primarily to the elimination of the high production costs the Company had
experienced in fiscal 1997 at the Vermont location, which is now closed.
GENERAL AND ADMINISTRATIVE
For the 39-week periods, a reduction of $343,800 in general and
administrative expense (G&A) was achieved in fiscal 1998 compared to the
comparable period in the prior fiscal year. These decreases reflect cost
reductions first put in place in mid-fiscal 1997 and continuing into fiscal 1998
as management restructures the Company to achieve greater efficiency. In the
third quarter of fiscal 1998, G&A increased by $45,700 over the prior year due
to a ramping up of marketing expenses.
RESEARCH AND DEVELOPMENT
The Company's Contract Revenues are predominantly research and development
paid for by the Company's customers; and, as it relate to Government contracts,
the Company retains royalty-free commercial rights to patented technologies and
products. In addition, the Company expends its own internally generated funds on
other specific research and development projects. In the third quarter of fiscal
1998 the Company spent $169,800 and fiscal year to date, it has spent $371,900
in addition to the customer-funded research and development costs recorded as
Contract Revenues. This represents a decrease in internally funded research and
development of $1,016,900 to date this year compared to the 39-week period in
fiscal 1997. Almost half of this cost-savings was related to projects at the now
closed Vermont facility. There have been similar reductions of internally funded
research and development expenditures in Costa Mesa and the subsidiaries
operations. The Company has focused on obtaining customer funding for portions
of these costs to the extent such arrangements would not jeopardize the
Company's patent potentials. Notwithstanding the foregoing, the Company
anticipates that there will be substantial research and development expenditures
for its MSI and IMAGEK subsidiaries in the fourth quarter of 1998.
INTEREST EXPENSE/INTEREST INCOME
Interest expense in the third quarter of fiscal 1998 decreased $74,400 from
the corresponding period of last fiscal year resulting from the reduction of the
bank loan and conversion of the remaining 8% Convertible Preferred Debentures.
LIQUIDITY AND CAPITAL RESOURCES
At June 28, 1998, the Company had cash and cash equivalents of $787,800,
working capital of $5,651,600 and a current ratio of 4.1-to-1. Of major
significance, in the nine month period from September 29, 1997 (fiscal year
end), the
8
<PAGE>
Company has eliminated both its current and long term notes payable debt. This
represents the reduction of almost $3 million in liabilities. During the nine-
month period, the Company obtained additional equity funding aggregating
approximately $5 million. The Company anticipates, although there can be no
assurances, that through equity funding of its subsidiaries, strategic
partnerships, existing working capital and its projected operating results,
sufficient cash will be generated to meet its requirements for the immediate
future and for the projected growth of its subsidiary businesses.
At June 28,1998, the Company's funded backlog was approximately $2.5 million
compared to $2.4 million at June 29, 1997 after excluding the backlog of product
orders associated with the now closed Vermont facility.
Capital expenditures of approximately $600,000 are expected to be consummated
in the fourth quarter of fiscal 1998. Several items of process equipment,
accounting for approximately $475,000 of the above total, are needed to complete
research and development contracts already in-house. The remainder of the above
amount is being used to upgrade the Company's computer network to current
technology. It is expected that all of the above equipment will be lease
financed.
In October 1997, the Company executed a Forbearance Agreement with its
lending bank whereby the Company agreed to accelerate repayment of the Note
Payable to the bank. The current portion of the debt was reduced by $1,026,900
received from the sale of the assets in October 1997. The Company also agreed,
among other requirements, to reduce the principal balance by payments of
$250,000 in each of the calendar quarters ending December 1997 and March 1998
and thereafter to reduce the remaining balance by a minimum of $200,000
quarterly. Execution of the Forbearance Agreement also resulted in a waiver of
the Company's financial covenant defaults and an amendment to the loan agreement
eliminating such financial covenants on a prospective basis. In connection
therewith the Company pledged as collateral one million shares of Novalog, Inc.
common stock held by the Company. The Company also paid down $500,000 of the
Note through the issuance of 550,000 shares of its common stock and under the
terms of the agreement, dependent on the market price of the shares when sold,
the Company could receive a refund if the proceeds from the sale exceeded
$500,000. The Company has been informed by the bank that it sold the 550,000
shares and that the proceeds have exceeded $500,000. After applying the sale
proceeds to the then remaining balance of the note, the bank has thus far
refunded $742,000 to the Company and has advised the Company that there is an
additional $180,000 of proceeds refundable to the Company. The Company
recognized these refunds and refundable proceeds in the third quarter of 1998 in
the approximate net amount of $922,000. The received proceeds have been added to
the Company's general funds.
THE YEAR 2000
The Year 2000 Issue is the result of computer programs using two digits
rather than four to define the applicable year. The Company's programs that have
time-sensitive software may recognize a date using "00" as the calendar year
1900 rather than the calendar year 2000. Systems that do not properly recognize
such information could generate erroneous data or cause a system to fail.
As a result of an ongoing review of its internal computer systems to identify
the systems that could be affected by the Year 2000 issue, the Company presently
believes that the only potential system that may be affected is a licensed
product, which is covered by vendor support. The vendor has communicated to all
of its customers that a program update, which will be issued in August 1998,
will supply appropriate modifications. The Company therefore believes that the
Year 2000 issue will have minimal or no impact on the Company.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The future operating results of the Company are highly uncertain, and the
following factors should be carefully reviewed in addition to the other
information contained in this quarterly report on Form 10-Q and in other public
disclosures of the Company.
Shift in Business Focus. Since commencing operations, the Company has
developed technology, principally under government research contracts, for
various defense-based applications. Since 1992 the Company has been implementing
a fundamental shift in its business, broadening its focus to include commercial
exploitation of its technology. This shift has been manifested by the purchase
and later shut down of the IBM cubing line, the "carve-out" of the Novalog, MSI
and IMAGEK subsidiaries and the development of various stacked-memory products
intended for military and aerospace markets. Until recently, these changes have
expanded the Company's source of revenues but have also increased its losses.
Recent net profits, while reflecting operational improvements, also include
extraordinary items not expected to recur. Accordingly, there is no
9
<PAGE>
history that is predictive of the Company's present and contemplated future
products being widely accepted in commercial marketplaces, or the Company's
ability to achieve sustainable profitable operations.
Dependence on Defense Contract Revenues. Although the Company has been
shifting its focus to include commercial exploitation of its technology, it
expects to continue to be dependent upon research and development contracts with
the federal agencies and their contractors for a substantial, but diminishing
portion of its revenues for the foreseeable future. General political and
economic conditions, which cannot be accurately predicted, directly and
indirectly affect the quality and allocation of expenditures by federal
agencies. Even the timing of incremental funding commitments to existing, but
partially funded contracts can be affected by such factors. Therefore, cutbacks
in the federal budget could have a material adverse impact on the Company's
results.
Financing Needs. The need for additional funding of the Company's
subsidiaries is expected to be substantial and will be determined by the
progress and cost of the development and commercialization of the subsidiaries'
products based on their business plans and other activities. The Company
anticipates, although there can be no assurances, that through equity funding of
its subsidiaries, strategic partnerships, existing working capital and its
projected operating results, sufficient cash will be generated to meet its
requirements for the immediate future and for the projected growth of its
subsidiary businesses. If the Company experiences unanticipated cash
requirements, the Company could require additional funds. The source,
availability, and terms of such funds have not been determined and, if found,
there can be no assurance that such funds will be available on terms acceptable
to the Company.
The above factors are not intended to be inclusive. Failure to satisfactorily
achieve any of the Company's objectives or avoid any of the above or other risks
would likely have a material adverse effect on the Company's business and
results of operations.
10
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities
---------------------
In April 1998, the Company issued, in a private placement to accredited
investors, 700,000 unregistered shares of the Company's common stock. The shares
were sold at a price of $1.40 per share and were issued to 7 accredited
investors. The investors are as follows:
Carl Herrin
Elim Corporation
Neal Clement
Richard Price
M. E. Trowbridge
J. Bruns Clement
Riley Hagan, Jr.
The shares were sold pursuant to exemptions from the registration
requirements of the Securities Act of 1933, as amended, as set forth in Section
4(2) and/or Rule 506 of Regulation D promulgated thereunder. Each investor was
furnished with information on the offering and the Company and each had the
opportunity to verify the information supplied. Additionally, the Company
obtained a representation from each investor of such investor's intent to
acquire the securities for the purpose of investment only, and not with a view
toward the subsequent distribution thereof. The securities bear an appropriate
restrictive legend.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits.
Exhibit 10.27 Contract # DAAH01-9B-C-R075 with US Army Aviation &
Missile Command
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
None
11
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IRVINE SENSORS CORPORATION
--------------------------------------
(Registrant)
Date: August 11, 1998 By: /s/ John J. Stuart, Jr.
--------------------------------------
John J. Stuart, Jr.
Chief Financial Officer
(Principal Accounting Officer)
12
<PAGE>
EXHIBIT 10.27
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AWARD / CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES
UNDER DPAS (15 CFR 700) DOA2 1 29
- -----------------------------------------------------------------------------------------------------------------------------------
2. CONTRACT (PRAC. INST. IDEN.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
DAAH01-9B-C-RO75 10 DEC 1997
- -----------------------------------------------------------------------------------------------------------------------------------
5. ISSUED BY code W31P4Q 6. ADMINISTERED BY (if other than item 5) CODE S00513A
- -----------------------------------------------------------------------------------------------------------------------------------
US ARMY AVIATION & MISSILE COMMAND DCMC SANTA ANA (MAIL)
AMSAM-AC-RD-B 34 CIVIC CTR PLAZA
MS PATRICIA YARBROUGH/205-876-8919 P O BOX C-12700
REDSTONE ARSENAL AL 35898-5260 SANTA ANA CA 92712-2700
(INVOICES) DFC PAYMENT OFFICE
SCD C PAS NONE ADP PT SC1002
- -----------------------------------------------------------------------------------------------------------------------------------
7. NAME AND ADDRESS OF CONTRACTOR (no. street, city, county, state and ZIP Code) 8. DELIVERY
IRVINE SENSORS CORP [_] FOB ORIGIN [X] OTHER (See Below) SEE SCHEDULE
-------------------------------------------------
3001 REDHILL AVE BLDG 3 SUITE 208 9. DISCOUNT FOR PROMPT PAYMENT
-------------------------------------------------
10. SUBMIT INVOICES ITEM
COSTA MESA CA 92626-4529 (4 COPIES UNLESS OTHERWISE SPECIFIED)
- -----------------------------------------------------------------------------
CODE 54Z60 FACILITY CODE TO THE ADDRESS SHOWN IN 12
- -----------------------------------------------------------------------------------------------------------------------------------
11. SHIP TO/MARK FOR CODE ----------------- 12. PAYMENT WILL BE MADE BY CODE SC1006
---------------
DFAS - COLUMBUS CENTER
SEE SCHEDULE ATTN: SANTA ANA DIVISION
P O BOX 182381
COLUMBUS OH 43218-2381
- -----------------------------------------------------------------------------------------------------------------------------------
13.AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION 14. ACCOUNTING AND APPROPRIATION DATA
SEE SECTION G OF THE SCHEDULE
[_] 10 U.S.C. 2304(E) ( ) [_] 41 U.S.C. 253(E) ( )
- -----------------------------------------------------------------------------------------------------------------------------------
15.A. ITEM NO. 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT
- -----------------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE: COST-PLUS FIXED FEE
- -----------------------------------------------------------------------------------------------------------------------------------
15G. TOTAL AMOUNT OF CONTRACT $749,615.00
- -----------------------------------------------------------------------------------------------------------------------------------
16. TABLE OF CONTENTS
- -----------------------------------------------------------------------------------------------------------------------------------
(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)
- -----------------------------------------------------------------------------------------------------------------------------------
PART I-- THE SCHEDULE PART II -- CONTRACT CLAUSES
- -----------------------------------------------------------------------------------------------------------------------------------
X A SOLICITATION/CONTRACT FORM 1 X 1 CONTRACT CLAUSES 12
- -----------------------------------------------------------------------------------------------------------------------------------
X B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III -- LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
- -----------------------------------------------------------------------------------------------------------------------------------
X C DESCRIPTION/SPECS./WORK STATEMENT 6 J LIST OF ATTACHMENTS 28
- -----------------------------------------------------------------------------------------------------------------------------------
X D PACKAGING AND MARKING 7 PART IV -- REPRESENTATIONS AND INSTRUCTIONS
- -----------------------------------------------------------------------------------------------------------------------------------
X E INSPECTION AND ACCEPTANCE 2 K REPRESENTATIONS CERTIFICATIONS AND \
- ------------------------------------------------------------------
X F DELIVERIES OR PERFORMANCE 2 OTHER STATEMENTS OF OFFERORS
- -----------------------------------------------------------------------------------------------------------------------------------
X G CONTRACT ADMINISTRATION DATA 10 L INSTR. CONDS. AND NOTICES TO OFFERORS
- -----------------------------------------------------------------------------------------------------------------------------------
X H SPECIAL CONTRACT REQUIREMENTS 11 M EVALUATION FACTORS FOR AWARD
- -----------------------------------------------------------------------------------------------------------------------------------
CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------------
17. CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to sign this
document and return 01 copies to issuing office.) Contractor agrees to furnish
and deliver all items or perform all the services set forth or otherwise
identified above and on any continuation sheets for the consideration stated
herein. The rights and obligations of the parties to this contract shall be
subject to and governed by the following documents: (a) this award/contract, (b)
the solicitation, if any, and (c) such provisions,, representations,
certifications, and specifications, as are attached or incorporated by reference
herein. (Attachments are listed herein.)
18. AWARD (Contractor is not required to sign this document.) Your offer on
Solicitation Numb: _______________ including the additions or changes made by
you which additions or changes are set forth in full above, is hereby accepted
as to the items listed above and on any continuation sheets. This award
consummates the contract which consists of the following documents: (a) the
Government's solicitation and your offer, and (b) this award/contract. No
further contractual document is necessary.
- -----------------------------------------------------------------------------------------------------------------------------------
19A. NAME AND TITLE OF SIGNER (Type or print) 20A. NAME OF CONTRACTING OFFICER
JOHN C. CARSON RICHARD WILLIAMS
SR. VICE PRESIDENT CONTRACTING OFFICER
- -----------------------------------------------------------------------------------------------------------------------------------
19B. NAME OF CONTRACTOR 19c. DATE SIGNED 20b. UNITED STATES OF AMERICA 20c. DATE SIGNED
IRVINE SENSORS CORPORATION
By: /s/ JOHN C. CARSON 97 DEC 10 By: /s/ RICHARD WILLIAMS
------------------------------ ----------------------------
(Signature of person authorized to sign) (Signature of Contracting Officer) 10 DEC 1997
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 2 OF 29
- -----------------------------------------------------------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- -----------------------------------------------------------------------------------------------------------------------------------
ITEM SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
-NOTICE-
EXCEPT FOR NOTES AND GENERAL INFORMATION
RELATING TO THE SCHEDULE, SECTIONS B, C, D, E
& F ARE CONSTRUCTED AT CONTRACT LINE ITEM
0001 LEVEL.
SECTION B - Supplies or Services and
---------
Prices/Costs
SECURITY CLASS: UNCLASSIFIED
*NOUN: "Embedded Optical Links for
Communication Between the Layers of Stacked
Multi-Chip Modules."
The Contractor, as an independent contractor
and not as an agent of the Government, shall
on the terms and conditions more particularly
described herein, furnish the necessary
management, labor, facilities and materials,
(except as specified herein to be furnished
by the Government) necessary for and
incidental to the performance of the work set
forth below:
Performance of work shall be in accordance
with Statement of Work, dated 12 JUNE 1997,
entitled "Embedded Optical Links for
Communication between the layers of Stacked
Multi-chip Modules," which is incorporated
herein as Attachment 01 (by reference).
Estimated Cost $690,688.00
Fixed Fee 58,927.00
-----------
TOTAL AMOUNT $749,615.00
(End of narrative B001)
0001AA SERVICES LINE ITEM 1 JB $--------- $375,000.00
-----------
PRON: R98202ACD1 ACRN: AA
NON MILSTRIP
AMS CD: 66550202
SECTION B - Supplies or Services and
---------
Prices/Costs
SECURITY CLASS: UNCLASSIFIED
SECTION E - Inspection and Acceptance
---------
INSPECTION: DESTINATION ACCEPTANCE::
DESTINATION
SECTION F - Deliveries or Performance
---------
DLVR SCH PERF COMPL
REL CD DT QUANTITY
001 98DEC08 1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 3 OF 29
- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- ------------------------------------------------------------------------------------------------------------------------------------
ITEM SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$375000.00
0001AB SERVICES LINE ITEM 1 JB $ $ 374,615.00
------------ -------------
SECTION B - SUPPLIES OR SERVICES AND
--------
PRICES/COSTS
SECURITY CLASS: UNCLASSIFIED
SECTION E - Inspection and Acceptance
---------
INSPECTION: DESTINATION ACCEPTANCE: DESTINATION
SECTION F - Deliveries or Performance
---------
DLVR SCH PERF CMPL
REL CD DT QUANTITY
------ -- --------
001 99DEC08 1
$374615.00
0002 DATA ITEM LT $ *** NSP *** $ *** NSP ***
------------- -------------
SECTION B - Supplies or Services and Prices/Costa
---------
SECURITY CLASS: UNCLASSIFIED
Data Items shall be in accordance with DD
Form 1423. Contract Data Requirements List,
dated 04 Sep 97, attached hereto as Exhibit A
and made a part hereof....
(End of narrative B0001)
SECTION E - Inspection and Acceptance
---------
INSPECTION: DESTINATION ACCEPTANCE: DESTINATION
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 4 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
- ---------
B-1 ESTIMATED COST, FIXED FEE AND PAYMENT (CLIN)
52.216-4701 (JUN 1997)
In consideration for its undertakings under this contract, the Government shall
pay to the Contractor the cost thereof determined by the Contracting Officer to
be allowable subject to the provisions of the clause entitled "allowable Cost
and Payment"
(1) It is estimated that the total cost of the work required to be
performed under this contract is $690,688 (exclusive of fee).
(2) For performance of the work required by this contract, the Government
shall pay to the contractor a fixed fee in the amount of $58,927.00 subject to
the withholding provisions of the Contract Clause entitled 'Fixed Fee'. Such
fee shall be paid in installments at the time of each payment on account of
allowable cost, the amount of each such installment being determined by applying
to the amount payable as allowable cost a percentage reflecting the ratio of
total contract fixed fee to total contract estimated cost.
B-2 ATTAINMENT OF OBJECTIVES
52.209-4709 (JUN 1997)
The quality and depth of effort required for the attainment of the objectives of
this contract shall be performed by personnel possessing not less than the level
of qualifications proposed by the contractor and considered by the Government in
the award of this contract.
B-3 ESTIMATED COST, FIXED FEE AND PAYMENT
In consideration for its undertakings under CLIN this contract, the Government
shall pay to the Contractor the cost thereof determined by the Contracting
Officer to be allowable subject to the provisions of the clause entitled
"Allowable Cost and Payment."
(1) It is estimated that the total cost of the work required to be
performed under this contract is $690,688 (exclusive of fee).
(2) For performance of the work required by this contract, the Government
shall pay to the contractor a fixed fee in the amount of $58,927 subject to the
withholding provisions of the Contract Clause entitled "Fixed Fee." Such fee
shall be paid in installments at the time of each payment on account of
allowable cost, the amount of each such installment being determined by applying
to the amount payable as allowable cost a percentage reflecting the ratio of
total contract fixed fee to total contract estimated cost.
(End of narrative B001)
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 5 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
B-4 INCREMENTAL FUNDING SCHEDULE (ALTERNATE)
Subject to the availability of funds and except as otherwise provided herein,
the Government plans to allot funds to the contract in accordance with the
schedule set forth below:
<TABLE>
<CAPTION>
Anticipated Incremental Funding
-------------------
Date of Obligation Allotment Allotment Total
(Allotment) for Cost for Fee Allotment
----------- -------- ------- ---------
<S> <C> <C> <C>
08 DEC 97 $345,521.00 $29,479.00 $375,000.00
On or about 08 Dec 98 345,167.00 29,448.00 374,615.00
</TABLE>
(End of narrative B002)
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
- ---------
C-1 Scientist and technical services for a period of twenty-four (24) months
commencing in December 1997 and ending in December 1999, in accordance with
Statement of Work (SOW), set forth in Section J, Attachment 1, and the
contractor's proposal, which is incorporated by reference.
(End of narrative C001)
C-2 DEFINITION
For the purpose of defining the nature of the work and the scope of rights
in data granted to the Government pursuant to the 'Rights in Technical Data'
clause of this contract, it is understood and agreed that the Scope of Work of
this contract requires the performance of experimental, developmental, or
research work.
(End of narrative 0002)
C-3 PRIORITY RATING
Priority Rating D)-A2 is certified for National Defense use under Defense
Materials Systems (DMS) Regulation 1, by the Contracting Officer executing this
contract. Contractor is required to follow the provisions of DMS Regulation 1
and of all other applicable regulations and orders of the Office of Industrial
Resource Administration, Department of Commerce in obtaining controlled
materials and other products needed to fill this order.
(End of narrative 0003)
SECTION D - PACKAGING AND MARKING
- ---------
D-1 REPLACEMENT PRESERVATIVE FOR PENTACHLOROPHENOL.
52.208-4700 (JUN 1997
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 6 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
If packaging requirements of this contract specify the use of wood products
and a preservative is required, Pentachlorophenol, commonly referred to as
"Penta" or PCP" is prohibited. Replacement preservatives are 2 percent copper
naphthenate, 3 percent zinc naphthenate or 1.8 percent copper 8 quinolinolate.
SECTION E - INSPECTION AND ACCEPTANCE
- ---------
NOTICE: The following solicitation provisions and/or contract clauses pertinent
to this section are hereby incorporated by reference.
<TABLE>
<CAPTION>
CLAUSE TITLE REFERENCE DATE
<S> <C> <C> <C>
1. INSPECTION OF RESEARCH AND DEVELOPMENT-COST-REIMBURSEMENT.............. 52.246-8.................. (APR 1984)
2. INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT FORM).................... 52.246-9.................. (APR 1984)
3. RESPONSIBILITY FOR SUPPLIES............................................ 52.246-16................. (APR 1984)
4. MATERIAL INSPECTION AND RECEIVING REPORT............................... 252.246-7000.............. (DEC 1991)
</TABLE>
E-2 INSPECTION AND ACCEPTANCE
52-246-4700 (JUN 1997)
Inspection and approval of all work except the Final Technical Report will be
performed at destination by the Technical Representative set forth in Section H
hereof. Acceptance of the Final Technical Report shall be made by the
Contracting Officer at destination.
SECTION F - DELIVERIES OR PERFORMANCE
- ---------
1. STOP WORK ORDER............................... 52.242-15........ (AUG 1989)
2. STOP-WORK ORDER (AUG 1989) - ALTERNATE I...... 52.242-15........ (APR 1984)
F-2 The period of performance shall be date of award thru 08 December 99. An
additional month shall be allowed for final report preparation and submission.
(End of narrative F001)
F-3 DD FORM 1423 INSTRUCTIONS
Approval of reports and technical data shall be made at destination in
accordance with DD Form 1423 by the technical representative set forth in
Section H. Acceptance of the Final Technical Report shall be made by the
Contracting Officer at destination.
(End of narrative F002)
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 7 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
F-4 The principal place of performance shall be at the contractor's facility in
Costa Mesa, California.
(End of narrative F003)
SECTION G - CONTRACT ADMINISTRATION DATA
- ---------
Accounting & Appropriation Data
<TABLE>
<CAPTION>
LINE PRON/ OBLG ACCOUNTING JOB ORDER ACCOUNTING OBLG
ITEM AMS CD ACRN STAT CLASSIFICATION NUMBER STATION AMOUNT
---- ------ ---- ---- -------------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
0001AA R98202ACD1 AA 1 21 82040000086X6X18P6655022581 S010218202AC HQ0304 $375,000.00
66550201 8R9202
-----------
TOTAL $375,000.00
<CAPTION>
ACCOUNTING OBLG
STATION AMOUNT
TOTAL BY ACRN / ACCOUNTING CLASSIFICATION ------- ------
-----------------------------------------
AA 21 82040000086X6X18P6655022581 S010218202AC HQ0304 $375,000.00
-----------
<S> <C> <C>
TOTAL $375,000.00
</TABLE>
G-1 CONTRACT ADMINISTRATION
Administrative Contracting Officer (ACO) functions for this contract are
delegated to the ACO whose address is set forth in the "administered By" Block
on the Face of the contract. All correspondence of an administrative nature
should be forwarded to the ACO, with an information copy to Commander, U.S. Army
Aviation and Missile Command, ATTN: AMSAM-AC-RD-AX, Redstone Arsenal, ALL 35898.
(End of narrative G001)
G-2 INVOICES AND PAYMENT
a. Submit Payment Requests to:
the address set Forth in the "Administered By" Block (Block #6) on
the Face of this contract.
b. Payment will be made by:
See Block 12 on the Face of this contract.
All documents submitted for payment shall reference that accounting and
appropriation data set forth in THIS CONTRACT.
(End of narrative G002)
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 8 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
SECTION H - SPECIAL CONTRACT REQUIREMENTS
H-1 technical liaison and surveillance clause
52242-4702 (JUN 1997)
Performance by the Contractor of the technical aspects of this contract
shall be under the cognizance of the System Engineering and Production
Directorate. All technical liaison with and technical surveillance of the
contractor, within the scope of this contract, will be furnished by Director,
System Engineering and Production Directorate, or his authorized representative.
Communication of technical matters pertaining to this contract shall be directly
between the Contractor and the U.S. Army Aviation and Missile Command, ATTN:
AMSAM-RD-SE-MT, Redstone Arsenal, AL., 35898-5249, with a copy of such
correspondence to the ACO and PCO.
The above clause is governed by the following:
No change in the scope or within the scope of this contract which would effect a
change in any term or provision of this contract shall be made except by a
modification executed by the Contracting Officer. The contractor is responsible
to insure that all contractor personnel are knowledgeable and cognizant of this
contract provision. Changes to contract effort accepted and performed by
contractor personnel outside of the contract without specific authorization of
the Contracting Officer shall be the responsibility of the Contractor.
H-2 REQUIREMENT FOR INFORMATION TECHNOLOGY TO BE YEAR 2000 COMPLIANT
52239-4702 (JUL 1997)
a. Definitions. As used in this clause - -
1. "Information technology" means any equipment, or
interconnected system(s) or subsystem(s) of equipment, that is used in the
automatic acquisition, storage, manipulation, management, movement, control,
display, switching, interchange, transmission, or reception of data or
information by the agency.
(a) For purposes of this definition, equipment is used
by an agency if the equipment is used by the agency directly or is used by a
contractor under a contract with the agency.
(b) The term "information technology" includes
computers, ancillary equipment, software, firmware and similar procedures,
services (including support services), and related resources.
2. "Year 2000 Compliant" means information technology that
accurately processes date/time data (including, but not limited to, calculating,
comparing, and sequencing) from, into, and between the twentieth and twenty-
first centuries, and the years 1999 and 2000 and leap year calculations, to the
extent that other information technology, used in combination with the
information technology being acquired, properly exchanges date/time data with
it.
b. All information technology must be Year 2000 compliant.
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 9 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
3. The Contractor guarantees that the hardware, software, and
firmware which is acquired by the Government prior to, during or after the
calendar year 2000, shall include design and/or performance specifications to
ensure that the Government shall not experience performance abnormalities
associated with calculations for the Year 2000. The design to ensure year 2000
compatibility shall include, but not be limited to, date/century recognition,
calculations that accommodate same century and multi-century formulas and date
values, and date data interface values that reflect an accurate and correct day,
month, year and century. In the manipulation of external data, the contractor
is responsible for ensuring that the system works accurately based on correct
data input. When a total system is contracted for, the contractor is
responsible for ensuring that calculations are accurate and successful in
computations involving the year 2000. In addition, the Contractor guarantees
that the year 2000 leap year calculations will be accommodated and will not
result in hardware, firmware, and/or software failures. The prime contractor is
responsible for their subcontractor's products and services provided under this
contract.
(End of clause)
H-3 SECURITY REQUIREMENTS:
This effort is unclassified, and access to classified material is not
anticipated. Any proposed public releases of information associated with this
effort should be submitted to Commander, U.S. Army Aviation and Missile Command,
ATTN: AMSAM-AC-RD-AX/Contracting Officer, Redstone Arsenal, AL 35898-5275, for
forwarding to the releasing agency a minimum of 60 days prior to the proposed
release date.
(End of narrative H001)
H-4 REPORTS
Submission of reports shall be a specified in the applicable Contract Data
Requirements List (DD Form 1423) identified in Section J. The Contracting
Officer may effect changes in the distribution shown on the DD Form 1423 by
additions thereto or deletions therefrom, unilaterally, by change order using
Standard Form 30 in accordance with authority of FAR 53.243. In accordance with
the DOD SBIR Solicitation, the contractor shall be responsible for forwarding
one copy of each unclassified report to the DTIC, Attention: Document
Acquisition, 8725 John J. Kingman Road, Suite 0944, Ft. Belvoir, VA 22060-6218.
(End of narrative H002)
H-5 CONTRACTOR WORK HOURS
Contractor work hours at government facilities shall be coordinated with
the Contracting Officer's representative.
(End of narrative H003)
H-6 FINAL REPORT
To guarantee the government's documentation of technical achievements and
results obtained, the contractor agrees, notwithstanding any other clauses or
provisions of this contract, to furnish a final report as stipulated in the
Contract Data Requirements List (CDRL) covering the work accomplished. It shall
be the contractor's responsibility to reserve a sufficient level of effort to
complete the final report. The contractor shall not be entitled to any
additional funds beyond the contract amount as a result of complying with this
provision.
(End of narrative H004)
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 10 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
PART II - CONTRACT CLAUSES
SECTION I - CONTRACT CLAUSES
- ---------
NOTICE: The following solicitation provisions and/or contract clauses pertinent
to this section are hereby incorporated by reference.
<TABLE>
<CAPTION>
CLAUSE TITLE REFERENCE DATE
<S> <C> <C> <C>
1. DEFINITIONS................................................................................... 52.202-1............. (OCT 1995)
2. GRATUITIES.................................................................................... 52.203-3............. (APR 1984)
3. COVENANT AGAINST CONTINGENT FEES.............................................................. 52.203-5............. (APR 1984)
4. ANTI-KICKBACK PROCEDURES...................................................................... 52.203-7............. (JUL 1995)
5. CANCELLATION, RECESSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR
IMPROPER ACTIVITY............................................................................. 52.203-8............. (JAN 1997)
6. PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY...................................... 52.203-10............ (JAN 1997)
7. LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS.............................. 52.204-4............. (JUN 1996)
8. PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER............................................... 52.203-12............ (JUN 1997)
9. PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT.................................... 52.209-6............. (JUL 1995)
10. DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS.................................................. 52.211-15............ (SEP 1990)
11. AUDIT AND RECORDS - NEGOTIATION............................................................... 52.215-2............. (AUG 1996)
12. PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA............................................ 52.215-22............ (OCT 1995)
13. SUBCONTRACTOR COST OR PRICING DATA............................................................ 52.215-24............ (OCT 1995)
14. INTEGRITY OF UNIT PRICES...................................................................... 52.215-26............ (JAN 1997)
15. TERMINATION OF DEFINED BENEFIT PENSION PLAN................................................... 52.215-27............ (MAR 1996)
16. WAIVER OF FACILITIES CAPITAL COST OF MONEY.................................................... 52.215-31............ (SEP 1987)
17. ORDER OF PRECEDENCE........................................................................... 52.252-33............ (JAN 1986)
18. REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS
OTHER THAN PENSIONS (PRB)..................................................................... 52.215-39............ (MAR 1996)
19. NOTIFICATION OF OWNERSHIP CHANGES............................................................. 52.215-40............ (FEB 1995)
20. FIXED FEE..................................................................................... 52.216-8............. (MAR 1997)
21. UTILIZATION OF SMALL, SMALL DISADVANTAGED, AND WOMEN-OWNED SMALL
BUSINESS CONCERNS............................................................................. 52.219--8............ (JUN 1997)
22. LIMITATIONS ON SUBCONTRACTING................................................................. 52.219-14............ (JAN 1991)
23. LIQUIDATED DAMAGES - SUBCONTRACTING PLAN...................................................... 52.219-16............ (OCT 1995)
24. PAYMENT FOR OVERTIME PREMIUMS
*Insert 0 in the blank in paragraph (a) within the above referenced clause.................... 52.222-4............. (JUL 1995)
25. CONVICT LABOR................................................................................. 52.222-3............. (AUG 1996)
26. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME COMPENSATION.......................... 52.222-4............. (JUL 1995)
27. EQUAL OPPORTUNITY............................................................................. 52.222-26............ (APR 1984)
</TABLE>
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<TABLE>
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28. AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS................52.222-36.............(APR 1984
29. AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS......................................52.222-37.............(JAN 1988)
30. EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF
THE VIETNAM ERA.................................................................52.222-37.............(JAN 1988)
31. CLEAN AIR AND WATER.............................................................52.223-2..............(APR 1984)
32. DRUG-FREE WORKPLACE.............................................................52.223-6..............(JAN 1997)
33. TOXIC CHEMICAL RELEASE REPORTING................................................52.223-14.............(OCT 1996)
34. RESTRICTIONS ON CERTAIN FOREIGN PURCHASES.......................................52.225-11.............(OCT 1996)
35. AUTHORIZATION AND CONSENT.......................................................52.227-1..............(JUL 1995)
36. AUTHORIZATION AND CONSENT (JUL 95) - ALTERNATE I................................52.227-1..............(APR 1984)
37. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT...............52.227-2..............(AUG 1996)
38. PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SHORT FORM).......................52.227-11.............(JUN 1989)
39. INSURANCE - LIABILITY TO THIRD PERSONS..........................................52.228-7..............(MAR 1996)
40. DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES.........................52.230-3..............(APR 1996)
41. ADMINISTRATION OF COST ACCOUNTING STANDARDS.....................................52.230-6..............(APR 1996)
42. INTEREST........................................................................52.232-17.............(JUN 1996)
43. ASSIGNMENT OF CLAIMS............................................................52.232-23.............(JAN 1986)
44. PROMPT PAYMENT..................................................................52.232-25.............(JUN 1997)
45. MANDATORY INFORMATION FOR ELECTRONIC FUNDS TRANSFER PAYMENT.....................52.232-33.............(AUG 1996)
46. DISPUTES........................................................................52.233-1..............(OCT 1995)
47. PROTEST AFTER AWARD (AUG 96) - ALTERNATE I......................................52.233-1..............(OCT 1995)
48. NOTICE OF INTENT TO DISALLOW COSTS..............................................52.242-1..............(APR 1984)
49. PENALTIES FOR UNALLOWABLE COSTS.................................................52.242-3..............(OCT 1995)
50. CERTIFICATION OF INDIRECT COSTS.................................................52.242-4..............(OCT 1995)
51. BANKRUPTCY......................................................................52.242-13.............(JUL 1995)
52. CHANGES - COST-REIMBURSEMENT (AUG 87) - ALTERNATE V.............................52.243-2..............(APR 1984)
53. LIMITATION OF LIABILITY.........................................................52.246-23.............(FEB 1997)
54. LIMITATION OF LIABILITY.........................................................52.246-23.............(APR 1984)
55. LIMITATION OF LIABILITY - SERVICES..............................................52.246-25.............(APR 1984)
56. TERMINATION (COST-REIMBURSEMENT)................................................52.249-6..............(SEP 1996)
57. EXCUSABLE DELAYS................................................................52.249-14.............(APR 1984)
58. COMPUTER GENERATED FORMS........................................................52.253-1..............(JAN 1991)
59. SPECIAL PROHIBITION ON EMPLOYMENT...............................................252.203-7001..........(JUN 1991)
60. CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT....................................252.203-7003..........(APR 1992)
61. PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS.......................252.205-7000..........(DEC 1991)
</TABLE>
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62. ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE INSPECTION
UNDER THE INTERMEDIATE-RANGE NUCLEAR FORCES (INF) TREATY........................252.209-7000..........(NOV 1995)
63. BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM................................252.225-7001..........(JAN 1994)
64. QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS....................................252.225-7002..........(DEC 1991)
65. PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (FEDERAL
REGISTER, VOL 62, NO 173).......................................................252.225-7012..........(SEP 1997)
66. RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS..........................252.225-7016..........(JUN 1997)
67. FOREIGN SOURCE RESTRICTIONS.....................................................252.225-7025..........(APR 1993)
68. RESTRICTION ON ACQUISITION OP FORGINGS..........................................252.225-7025..........(JUN 1997)
69. REPORTING OF CONTRACT PERFORMANCE OUTSIDE THE UNITED STATES.....................252.225-7026..........(NOV 1995)
70. SECONDARY ARAB BOYCOTT OF ISRAEL................................................252.225-7031..........(JUN 1992)
71. WAIVER OF UNITED KINGDOM LEVIES.................................................252.225-7032..........(OCT 1992)
72. RIGHTS IN BID OR PROPOSAL INFORMATION...........................................252.227-7016..........(JUN 1995)
73. RIGHTS IN NONCOMMERCIAL TECHNICAL DATA AND COMPUTER SOFTWARE -
SMALL BUSINESS INNOVATION RESEARCH (SBIR) PROGRAM...............................252.227-7028..........(JUN 1995)
74. LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED
INFORMATION MARKED WITH RESTRICTIVE LEGENDS.....................................252.227-7025..........(JUN 1995)
75. TECHNICAL DATA -- WITHHOLDING OF PAYMENT........................................252.227-7030..........(OCT 1988)
76. PATENTS -- SUBCONTRACTS.........................................................252.227-7034..........(APR 1984)
77. PATENTS -- REPORTING OF SUBJECT INVENTIONS......................................252.227-7039..........(APR 1990)
78. SUPPLEMENTAL COST PRINCIPLES....................................................252.231-7000..........(DEC 1991)
79. REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING OF FRAUD..............252.232-7006..........(AUG 1992)
80. POSTAWARD CONFERENCE............................................................252.242-7000..........(DEC 1991)
81. MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM.......................................252.242-7004..........(SEPT 1996)
82. REPORTS OF GOVERNMENT PROPERTY..................................................252.245-7001..........(MAY 1994)
83. NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION...................252.249-7002..........(DEC 1996)
</TABLE>
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NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
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I-2 GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TINE-AND-MATERIAL, OR LABOR-HOUR
CONTRACTS)
(JAN 86) (DEV 97-00002) (PPAB 97-009)
52.245-5 (JUL 1997)
(a) Government furnished property.
(1) The term "Contractor's managerial personnel," as used in
paragraph (g) of this clause, means any of the Contractor's directors, officers,
managers, superintendents, or equivalent representatives who have supervision or
direction of - -
(i) All or substantially all of the Contractor's business;
(ii) All or substantially all of the Contractor's operation at
any one plant, or separate location at which the contract is being performed; or
(iii) A separate and complete major industrial operation
connected with performing this contract.
(2) The Government shall deliver to the Contractor, for use in
connection with and under the terms of this contract, the Government-furnished
property described in the Schedule or specifications, together with such related
data and information as the Contractor may request and as may be reasonably
required for the intended use of the property (hereinafter referred to as
"Government-furnished property").
(3) The delivery or performance dates for this contract are based
upon the expectation that Government-furnished property suitable for use will be
delivered to the Contractor at the times stated in the Schedule or, if not so
stated, in sufficient time to enable the Contractor to meet the contract's
delivery or performance dates.
(4) If Government-furnished property is received by the Contractor in
a condition not suitable for the intended use, the Con tractor shall, upon
receipt, notify the Contracting Officer, detailing the facts, and, as directed
by the Contracting Officer and at Government expense, either effect repairs or
modification or return or otherwise dispose of the property. After completing
the directed action and upon written request of the Contractor, the Contracting
Officer shall make an equitable adjustment as provided in paragraph (h) of this
clause.
(5) If Government-furnished property is not delivered to the
Contractor by the required time or times, the Contracting Officer shall, upon
the Contractor's timely written request, make a determination of the delay, if
any, caused the Contractor and shall make an equitable adjustment in accordance
with paragraph (h) of this clause.
(b) Changes in Government-furnished property. (1) The contracting Officer
may, be written notice, (i) decrease the Government-furnished property provided
or to be provided under this contract or (ii) substitute other Government-
furnished property for the property to be provide by the Government or to be
acquired by the Contractor for the Government under this contract. The
contractor shall promptly take such action as the Contracting Officer may direct
regarding the removal, shipment, or disposal of the property covered by this
notice.
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(2) Upon the Contractor's written request, the Contracting
Officer shall make an equitable adjustment to the contract in accordance with
paragraph (h) of this clause, if the Government has agreed in the Schedule to
make such property available for performing this contract and there is any - -
(i) Decrease or substitution in this property pursuant to
subparagraph (b)(1) above; or
(ii) Withdrawal of authority to use property, if provided
under any other contract or lease.
(c) Title. (1) The Government shall retain title to all
Government-furnished property.
(2) Title to all property purchased by the Contractor for which
the Contractor is entitled to be reimbursed as a direct item of cost under this
contract shall pass to and vest in the Government upon the vendor's delivery of
such property.
(3) Title to all other property, the cost of which is
reimbursable to the Contractor, shall pass to and vest in the Government upon- -
(i) Issuance of the property for use in contract
performance;
(ii) Commencement of processing of the property for use
in contract performance; or
(iii) Reimbursement of the cost of the property by the
Government, whichever occurs first.
(4) All Government-furnished property and all property acquired
by the Contractor, title to which vests in the Government under this paragraph
(collectively referred to as "Government property"), are subject to the
provisions of this clause. Title to Government property shall not be affected by
its incorporation into or attachment to any property not owned by the
Government, nor shall Government property become a fixture or lose its identity
as personal property by being attached to any real property.
(d) Use of Government property. The Government property shall be used only
for performing this contract, unless otherwise provided in his contract or
approved by the Contracting Officer.
(e) Property administration. (1) The Contractor shall be responsible and
accountable for all Government property provided under the contract and shall
comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on
the date of this contract.
(2) The Contractor shall establish and maintain a program for
the use, maintenance, repair, protection, and preservation of Government
property in accordance with sound business practice and the applicable
provisions of FAR Subpart 45.5.
(3) If damage occurs to Government property, the risk of which
has been assumed by the Government under this contract, the Government shall
replace the items or the Contractor shall make such repairs as the Government
directs. However, if the Contractor cannot effect such repairs within the time
required, the Contractor shall dispose of the property as directed by the
Contracting Officer. When any property for which the Government is responsible
is replaced or repaired, the Contracting Officer shall make an equitable
adjustment in accordance with paragraph (h) of this clause.
(f) Access. The government and all its designees shall have access at all
reasonable times to the premises in which any Government property is located for
the purpose of inspecting the Government property.
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(g) Limited risk of loss. (1) The Contractor shall not be liable for loss
or destruction of, or damage to, the Government property provided under this
contract or for expenses incidental to such loss, destruction, or damage, except
as provided in subparagraphs (2) and (3) below.
(2) The contractor shall be responsible for loss or destruction of,
or damage to, the Government property provided under this contract (including
expenses incidental to such loss, destruction, or damage) - -
(i) That results from a risk expressly required to be insured
under this contract, but only to the extent of the insurance required to be
purchased and maintained or to the extent of insurance actually purchased and
maintained, whichever is greater;
(ii) That results from a risk that is in fact covered by
insurance or for which the Contractor is otherwise reimbursed, but only to the
extent of such insurance or reimbursement;
(iii) For which the Contractor is otherwise responsible under
the express terms of this contract;
(iv) That results from willful misconduct or lack of good faith
on the part of the Contractor's managerial personnel; or
(v) That results from a failure on the part of the Con
tractor, due to willful misconduct or lack of good faith on the part of the
Contractor's managerial personnel, to establish and administer a program or
system for the control, use, protection, preservation, maintenance, and repair
of Government property as required by paragraph (e) of this clause.
(3) (i) If the Contractor fails to act as provided by subdivision
(g)(2)(v) above, after being notified (by certified mail addressed to one of the
Contractor's managerial personnel) of the Government's disapproval, withdrawal
of approval, or nonacceptance of the system or program, it shall be conclusively
presumed that such failure was due to willful misconduct or lack of good faith
on the part of the Contractor's managerial personnel.
(ii) In such event, any loss or destruction of, or damage to,
the Government property shall be presumed to have resulted from such failure
unless the Contractor can establish by clear and convincing evidence that such
loss, destruction, or damage - -
(A) Did not result from the Contractor's failure to
maintain an approved program or system; or
(B) Occurred while an approved program or system was
maintained by the Contractor.
(4) If the Contractor transfers Government property to the possession
and control of a subcontractor, the transfer shall not affect the liability of
the Contractor for loss or destruction of, or damage to, the property as set
forth above. However, the Contractor shall require the subcontractor to assume
the risk of, and be responsible for, any loss or destruction of, or damage to,
the property while in the subcontractor's possession or control, except to the
extent that the subcontract, with the advance approval of the Contracting
Officer, relieves the subcontractor from such liability. In the absence of such
approval, the subcontract shall contain appropriate provisions requiring the
return of all Government property in as good condition as when received, except
for reasonable wear and tear or for its use in accordance with the provisions of
the prime contract.
(5) The Contractor shall notify the Contracting Officer upon loss or
destruction of, or damage to, Government property provided under this contract,
with the exception of low value property for which loss, damage, or destruction
is reported at contract termination, completion, or when needed for continued
contract performance. The Contractor shall take all reasonable action to
protect the Government property from further damage, separate the damaged and
undamaged Government property, put all the affected Government property in the
best possible order, and furnish to the contracting Officer a statement of - -
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(i) The lost, destroyed, or damaged Government property;
(ii) The time and origin of the loss, destruction, or damage;
(iii) All known interests in commingled property of which the
Government property is a part; and
(iv) The insurance, if any, covering any part of or interest in
such commingled property.
(6) The contractor shall repair, renovate, and take such other action
with respect to damaged Government property as the Contracting Officer directs.
If the Government property is destroyed or damaged beyond practical repair, or
is damaged and so commingled or combined with property of others (including the
Contractor's) that separation is impractical, the Contractor may, with the
approval of and subject to any conditions imposed by the Contracting Officer,
sell such property for the account of the Government. Such sales may be made in
order to minimize the loss to the Government, to permit the resumption of
business, or to accomplish a similar purpose. The Contractor shall be entitled
to an equitable adjustment in the contract price for the expenditures made in
performing the obligations under this subparagraph (g)(6) in accordance with
paragraph (h) of this clause. However, the Government may directly reimburse
the loss and salvage organization for any of their charges. The Contracting
Officer shall give due regard to the Contractor's liability under this paragraph
(g) when making such equitable adjustment.
(7) The Contractor shall not be reimbursed for, and shall not include
as an item of overhead, the cost of insurance or of any reserve covering risk of
loss or destruction of, or damage to, Government property, except to the extent
that the Government may have expressly required the Contractor to carry such
insurance under another provision of this contract.
(8) In the event the Contractor is reimbursed or otherwise
compensated for any loss or destruction of, or damage to, Government property,
the Contractor shall use the proceeds to repair, renovate, or replace the lost,
destroyed, or damaged Government property, or shall otherwise credit the
proceeds to equitably reimburse the Government, as directed by the Contracting
Officer.
(9) The Contractor shall do nothing to prejudice the Government's
rights to recover against third parties for any loss or destruction of, or
damage to, Government property. Upon the request of the Contracting Officer,
the Contractor shall, at the Government's expense, furnish to the Government all
reasonable assistance and cooperation (including the prosecution of suit and the
execution of instruments of assignment in favor of the Government) in obtaining
recovery. In addition, where a subcontractor has not been relieved from
liability for any loss or destruction of, or damage to, Government property, the
Contractor shall enforce for the benefit of the Government the liability of the
subcontractor for such loss, destruction, or damage.
(h) Equitable adjustment. When this clause specifies an equitable
adjustment, it shall be made to any affected contract provision in accordance
with the procedures of the Changes clause. When appropriate, the Contracting
Officer may initiate an equitable adjustment in favor of the Government. The
right to an equitable adjustment shall be the Contractor's exclusive remedy. The
Government shall not be liable to suit for breach of contract for - -
(1) Any delay in delivery of Government-furnished property;
(2) Delivery of Government-furnished property in a condition not
suitable for its intended use;
(3) A decrease in or substitution of Government-furnished property;
or
(4) Failure to repair or replace Government property for which the
Government is responsible.
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(i) Final accounting and disposition of Government property. Upon
completing this contract, or at such earlier dates as may be fixed by the
Contracting Officer, the Contractor shall submit, in a form acceptable to the
Contracting Officer, inventory schedules covering all items of Government
property (including any resulting scrap) not consumed in performing this
contract or delivered to the Government. The Contractor shall prepare for
shipment, deliver f.o.b. origin, or dispose of the Government property as may be
directed or authorized by the Contracting Officer. The net proceeds of any such
disposal shall be credited to the contract price or shall be paid to the
Government, as the contracting Officer directs.
(j) Abandonment and restoration of Contractor's premises. Unless
otherwise provided herein, the Government - -
(1) May abandon any Government property in place, at which time
all obligations of the Government regarding such abandoned property shall cease;
and
(2) Has no obligation to restore or rehabilitate the Contractor's
premises under any circumstances (e.g., abandonment, disposition upon completion
of need, or upon contract completion;). However, if the Government-furnished
property (listed in the Schedule or specifications) is withdrawn or is
unsuitable for the intended use, or if other Government property is substituted,
then the equitable adjustment under paragraph (h) of this clause may properly
include restoration or rehabilitation costs.
(k) Communications. All communications under this clause shall be
in writing.
(l) Overseas contracts. If this contract is to be performed outside
of the United States of America, its territories, or possessions, the words
"Government' and "Government-furnished" (wherever they appear in this clause)
shall be construed as "United States Government' and "United States Government-
furnished," respectively.
(End of clause)
I-3 VALUE ENGINEERING (MAR 89) (DEV 97-00005)
52.248-1 (JUN 1997)
(a) General. The contractor is encouraged to develop prepare, and submit
value engineering change proposals (VECP's) voluntarily. The Contractor shall
share in any net acquisition savings realized from accepted VECP's, in
accordance with the incentive sharing rates in paragraph (f) below.
(b) Definitions. "Acquisition savings," as used in this clause, means
savings resulting from the application of a VECP to contracts awarded by the
same contracting office or its successor for essentially the same unit.
Acquisition savings include - -
(1) Instant contract savings, which are the net cost reductions on
this, the instant contract, and which are equal to the instant unit cost
reduction multiplied by the number of instant contract units affected by the
VECP, less the Contractor's allowable development and implementation costs;
(2) Concurrent contract savings, which are net reductions in the
prices of other contracts that are definitized and ongoing at the time the VECP
is accepted; and
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NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
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(3) Future contract savings, which are the product of the future
unit costs reduction multiplied by the number of future contract units scheduled
for delivery during the sharing period. If this contract is a multiyear
contract, future contract savings include savings on quantities funded after
VECP acceptance.
"Collateral costs," as used in this clause, means agency cost of
operation, maintenance, logistic support, or Government-furnished property.
"Collateral savings," as used in this clause, means those measurable
net reductions resulting from a VECP in the agency's overall projected
collateral costs, exclusive of acquisition savings, whether or not the
acquisition cost changes.
"Contracting office" includes any contracting office that the
acquisition is transferred to, such as another branch of the agency or another
agency's office that is performing a joint acquisition action.
"Contractor's development and implementation costs," as used in this
clause, means those costs the Contractor incurs on a VECP specifically in
developing, testing, preparing, and submitting the VECP, as well as those costs
the Contractor incurs to make the contractual changes required by Government
acceptance of a VECP.
"Future unit cost reduction," as used in this clause, means the
instant unit cost reduction adjusted as the Contracting Officer considers
necessary for projected learning or changes in quantity during the sharing
period. It is calculated at the time the VECP is accepted and applies either
(1) throughout the sharing period, unless the Contracting Officer decides that
recalculation is necessary because conditions are significantly different from
those previously anticipated or (2) to the calculation of a lump-sum payment,
which cannot later be revised.
"Government costs," as used in this clause, means those agency costs
that result directly from developing and implementing the VECP, such as any net
increases in the cost of testing, operations, maintenance, and logistics
support. The term does not include the normal administrative costs of
processing the VECP or any increase in this contract's cost or price resulting
from negative instant contract savings.
"Instant contract," as used in this clause, means this contract, under
which the VECP is submitted. It does not include increases in quantities after
acceptance of the VECP that are due to the contract modifications, exercise of
options, or additional orders. If this is a multiyear contract, the term does
not include quantities funded after VECP acceptance. If this contract is a
fixed-price contract with prospective price redetermination, the term refers to
the period for which firm prices have been established.
"Instant unit cost reduction" means the amount of the decrease in unit
cost of performance (without deducting any Contractor's development or
implementation costs) resulting from using the VECP on this, the instant
contract. If this is a service contract, the instant unit cost reduction is
normally equal to the number of hours per line-item task saved by using the VECP
on this contract, multiplied by the appropriate contract labor rate.
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"Negative instant contract savings" means the increase in the cost or
price of this contract when the acceptance of a VECP results in an excess of the
Contractor's allowable development and implementation costs over the product of
the instant unit cost reduction multiplied by the number of instant contracted
units affected.
"Net acquisition savings" means total acquisition savings, including
instant, concurrent, and future contract savings, less Government costs.
"Sharing base," as used in this clause, means the number of affected
end items on contracts of the contracting office accepting the VECP.
"Sharing period," as used in this clause, means the period beginning
with acceptance of the first unit incorporating the VECP and ending at the later
of (1) the end of a sharing period of 3-5 years, set at the discretion of the
Contracting Officer, after the first unit affected by the VECP is accepted or
(2) the last scheduled delivery date of an item affected by the VECP under this
contract's delivery schedule in effect at the time the VECP is accepted. The
Contracting Officer's determination of the sharing period is final and shall not
be subject to the Disputes clause or otherwise subject to litigation under 41
U.S.C. 601-613.
"Unit," as used in this clause, means the item or task to which the
Contracting Officer and the Contractor agree the VECP applies.
"Value engineering change proposal (VECP)" means a proposal that - -
(1) Requires a change to this, the instant contract, to
implement; and
(2) Results in reducing the overall projected cost to the agency
without impairing essential functions or characteristics; provided that it does
not involve a change - -
(i) In deliverable and item quantities only;
(ii) In research and development (R&D) end items or R&D
test quantities that is due solely to results of previous testing under this
contract; or
(iii) To the contract type only.
(c) VECP preparation. As a minimum, the Contractor shall include in
each VECP the information described in subparagraphs (1) through (8) below. If
the proposed change is affected by contractually required configuration
management or similar procedures, the instructions in those procedures relating
to format, identification, and priority assignment shall govern VECP
preparation. The VECP shall include the following:
(1) A description of the difference between the existing
contract requirement and the proposed requirement, the comparative advantages
and disadvantages of each, a justification when an item's function or
characteristics are being altered, the effect of the change on the end item's
performance, and any pertinent objective test data.
<PAGE>
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CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 20 OF 29
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NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
(2) A list and analysis of the contract requirements that must be
changed if the VECP is accepted, including any suggested specification
revisions.
(3) Identification of the unit to which the VECP applies.
(4) A separate, detailed cost estimate for (i) the affected portions
of the existing contract requirement and (ii) the VECP. The cost reduction
associated with the VECP shall take into account the Contractor's allowable
development and implementation costs, including any amount attributable to
subcontracts under the Subcontracts paragraph of this clause, below.
(5) A description and estimate of costs the Government may incur in
implementing the VECP, such as test and evaluation and operating and support
costs.
(6) A prediction of any effects the proposed change would have on
collateral costs to the agency.
(7) A statement of the time by which a contract modification
accepting the VECP must be issued in order to achieve the maximum cost
reduction, noting any effect on the contract completion time or delivery
schedule.
(8) Identification of any previous submissions of the VECP, including
the dates submitted, the agencies and contract numbers involved, and previous
Government actions, if known.
(d) Submission. The Contractor shall submit VECP's to the Contracting
Officer, unless this contract states otherwise. If this contract is administered
by other than the contracting office, the Contractor shall submit a copy of the
VECP simultaneously to the contracting Officer and to the Administrative
Contracting Officer.
(e) Government action. (1) The Contracting Officer shall notify the
Contractor of the status of the VECP within 45 calendar days after the
contracting office receives it. If additional time is required, the Contracting
Officer shall notify the Contractor within the 45-day period and provide the
reason for the delay and the expected date of the decision. The Government will
process VECP's expeditiously; however, it shall not be liable for any delay in
acting upon a VECP.
(2) If the VECP is not accepted, the Contracting Officer shall notify
the Contractor in writing, explaining the reasons for rejection. The Contractor
may withdraw any VECP, in whole or in part, at any time before it is accepted by
the Government. The Contracting Officer may require that the Contractor provide
written notification before undertaking significant expenditures for VECP
effort.
<PAGE>
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CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 21 OF 29
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NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
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(3) Any VECP may be accepted, in whole or in part, by the Contracting
Officer's award of a modification to this contract citing this clause and made
either before or within a reasonable time after contract performance is
completed. Until such a contract modification applies a VECP to this contract,
the Contractor shall perform in accordance with the existing contract. The
Contracting Officer's decision to accept or reject all or part of any VECP and
the decision as to which of the sharing rates applies shall be final and not
subject to the Disputes clause or otherwise subject to litigation under the
Contract Disputes Act of 1978 (41 U.S.C. 601-613).
(f) Sharing rates. If a VECP is accepted, the Contractor shall share in
net acquisition savings according to the percentages shown in the table below.
The percentage paid the Contractor depends upon (1) this contract's type (fixed-
price, incentive, or cost-reimbursement), (2) the sharing arrangement specified
in paragraph (a) above (incentive, program requirement, or a combination as
delineated in the Schedule), and (3) the source of the savings (the instant
contract, or concurrent and future contracts), as follows:
CONTRACTOR'S SHARE OF NET
ACQUISITION SHAVINGS
(figures in percent)
Sharing Arrangement
<TABLE>
<CAPTION>
Incentive Program Requirement
(voluntary) (mandatory)
Instant Concurrent & Future Instant Concurrent & Future
Contract Type Contract Rate Contract Rate Contract Rate Contract Rate
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Fixed-price * * * * * * 25 25
(other than incentive)
Incentive * * * * * 25
(fixed-price or cost)
Cost-reimbursement * * * * * * * * 15 15
(other than incentive)* *
</TABLE>
* Same sharing arrangement as the contractor's profit or fee adjustment
formula.
* * Includes cost-plus-award-fee contracts.
* * * A rate between 50 and 75 percent set by the Contracting Officer for each
VECP. This decision is final and shall not be subject to the Disputes
clause or otherwise subject to litigation under 41 U.S.C. 601-613.
* * * * A rate between 25 and 50 percent set by the Contracting Officer for each
VECP. This decision is final and shall not be subject to the Disputes
clause or otherwise subject to litigation under 41 U.S.C. 601-613.
<PAGE>
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CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 22 OF 29
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NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
(g) Calculating net acquisition savings. (1) Acquisition savings are
realized when (i) the cost or price is reduced on the instant contact, (ii)
reductions are negotiated in concurrent contracts, (iii) future contracts are
awarded, or (iv) agreement is reached on a lump-sum payment for future contract
savings (see subparagraph (i)(4) below). Net acquisition savings are first
realized, and the Contractor shall be paid a share, when Government costs and
any negative instant contract savings have been fully offset against acquisition
savings.
(2) Except in incentive contracts, Government costs and any price or
cost increases resulting from negative instant contract savings shall be offset
against acquisition savings each time such savings are realized until they are
fully offset. Then, the Contractor's share is calculated by multiplying net
acquisition savings by the appropriate Contractor's percentage sharing rate (see
paragraph (f) above). Additional Contract shares of net acquisition savings
shall be paid to the Contractor at the time realized.
(3) If this is an incentive contract, recovery of Government costs on
the instant contract shall be deferred and offset against concurrent and future
contract savings. The contractor shall share through the contract incentive
structure in savings on the instant contract items affected. Any negative
instant contract savings shall be added to the target costs or to the target
price and ceiling price, and the amount shall be offset against concurrent and
future contract savings.
(4) If the Government does not receive and accept all items on which
it paid the Contractor's share, the Contractor shall reimburse the Government
for the proportionate share of these payments.
(h) Contract adjustment. The modification accepting the VECP (or a
subsequent modification issued as soon as possible after any negotiations are
completed) shall - -
(1) Reduce the contract price or estimated cost by the amount of
instant contract savings, unless this is an incentive contract;
(2) When the amount of instant contract savings is negative, increase
the contract price, target price and ceiling price, target cost, or estimated
cost by that amount;
(3) Specify the Contractor's dollar share per unit on future
contracts, or provide the lump-sum payment;
(4) Specify the amount of any Government costs or negative instant
contract savings to be offset in determining net acquisition savings realized
from concurrent or future contract savings; and
(5) Provide the Contractor's share of any net acquisition savings
under the instant contract in accordance with the following:
(i) Fixed-price contracts- -add to contract price.
(ii) Cost-reimbursement contracts- -add to contract fee.
<PAGE>
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CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 23 OF 29
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NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
(i) Concurrent and future contract savings. (1) Payments of the
Contractor's share of concurrent and future contract savings shall be made by a
modification to the instant contract in accordance with subparagraph (h)(5)
above. For incentive contracts, shares shall be added as a separate firm-fixed-
price line item on the instant contract. The Contractor shall maintain records
adequate to identify the first delivered unit for 3 years after final payment
under this contract.
(2) The Contracting Officer shall calculate the Contractor's share of
concurrent contract savings by (i) subcontracting from the reduction in price
negotiated on the concurrent contract any Government costs or negative instant
contract savings not yet offset and, (ii) multiplying the result by the
Contractor's sharing rate.
(3) The Contracting Officer shall calculate the contractor's share of
future contract savings by (i) multiplying the future unit cost reduction by the
number of future contract units scheduled for delivery during the sharing
period, (ii) subtracting any Government costs or negative instant contract
savings not yet offset, and (iii) multiplying the result by the Contractor's
sharing rate.
(4) When the Government wishes and the Contractor agrees, the
Contractor's share of future contract savings may be paid in a single lump sum
rather than in a series of payments over time as future contracts are awarded.
Under this alternate procedure, the future contract savings may be calculated
when the VECP is accepted, on the basis of the Contracting Officer's forecast of
the number of units that will be delivered during the sharing period. The
Contractor's share shall be included in a modification to this contract (see
subparagraph (h)(3) above) and shall not be subject to subsequent adjustment..
(5) Alternate no-cost settlement method. When, in accordance with
subsection 48.104-3 of the Federal Acquisition Regulation, the Government and
the Contractor mutually agree to use the no-cost settlement method, the
following applies:
(i) The Contractor will keep all the savings on the instant
contract and on its concurrent contracts only.
(ii) The Government will keep all the savings resulting from
concurrent contracts placed on other sources, savings from all future contracts,
and all collateral savings.
(j) Collateral savings. If a VECP is accepted, the instant contract amount
shall be increased, as specified in subparagraph (h)(5) above, between 20 and
100 percent, as determined by the Contracting Officer, of any projected
collateral savings determined to be realized in a typical year of use after
subtracting any Government costs not previously offset. However, the
Contractor's share of collateral savings shall not exceed (1) the contract's
firm fixed-price, target price, target cost, or estimated cost, at the time the
VECP is accepted, or (2) $100,000.00, whichever is greater. The Contracting
Officer shall be the sole determiner of the amount of collateral savings, and
that amount shall not be subject to the Disputes clause or otherwise subject to
litigation under 41 U.S.C. 601-613.
<PAGE>
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CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 24 OF 29
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NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
(k) Relationship to other incentives. Only those benefits of an accepted
VECP not rewardable under performance, design-to-cost (production unit cost,
operating and support costs, reliability and maintainability), or similar
incentives shall be rewarded under this clause. However, the targets of such
incentives affected by the VECP shall not be adjusted because of VECP
acceptance. If this contract specifies targets but provides no incentive to
surpass them, the value engineering sharing shall apply only to the amount of
achievement better than target.
(l) Subcontracts. The Contractor shall include an appropriate value
engineering clause in any subcontract of $!00,000.00 or more and may include one
in subcontracts of lesser value. In calculating any adjustment in this
contract's price for instant contract savings (or negative instant contract
savings), the Contractor's allowable development and implementation costs shall
include any subcontractor's allowable development and implementation costs, and
any value engineering incentive payments to a subcontractor, clearly resulting
from a VECP accepted by the Government under this contract. The Contractor may
choose any arrangement for subcontractor value engineering incentive payments;
provided, that the payments shall not reduce the Government's share of
concurrent or future contract savings or collateral savings.
(m) Data. The Contractor may restrict the Government's right to use any
part of a VECP or the supporting data by marking the follow legend on the
affected parts:
These data, furnished under the Value Engineering clause of
contract ________________________________ shall not be disclosed
outside the Government or duplicated, used, or disclosed, in
whole or in part, for any purpose other than to evaluate a value
engineering change proposal submitted under the clause. This
restriction does not limit the Government's right to use
information contained in these data if it has been obtained or is
otherwise available from the Contractor or from another source
without limitations."
If a VECP is accepted, the Contractor hereby grants the Government unlimited
rights in the VECP and supporting data, except that, with respect to data
qualifying and submitted as limited rights technical data, the Government shall
have the rights specified in the contract modification implementing the VECP and
shall appropriately mark the data. (The terms "Unlimited rights" and "limited
rights" are defined in Part 27 of the Federal Acquisition Regulation.)
(End of clause)
I-4 CLAUSES INCORPORATED BY REFERENCE
52.252-2 (JUN 1988)
"This contract incorporates one or more clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available."
I-5 DUTY-FREE ENTRY - ADDITIONAL PROVISIONS
252.225-7010 (JUN 1997)
(a) The requirements of this clause supplement the Duty-Free Entry clause
of this contract. Both of these clauses apply to this contract and subcontracts,
including purchase orders, that involve supplies to be accorded duty-free entry
whether placed - -
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 25 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
(1) Directly with a foreign concern as a prime contract; or
(2) As a subcontractor purchase order under a contract with a
domestic concern.
(b) The Contractor shall send the notification required by paragraph (b)(1)
of the Duty-Free Entry clause of this contract to the Contracting Officer
administering this contract.
(c) In addition to any data required by paragraph (b)(1) of the Duty-Free
Entry clause, the Contractor shall furnish the following for all foreign
supplies to be imported pursuant to paragraphs (a) or (b) of the Duty-Free Entry
clause. Furnish this information to the Contracting Officer administering the
prime contracts immediately upon award of any contract or subcontract involving
supplies to be accorded duty-free entry.
(1) Prime contractor's name, address, and CAGE code;
(2) Prime contract number plus delivery order number, if applicable;
(3) Total dollar value of the prime contract or delivery order;
(4) Expiration date of prime contract or delivery order;
(5) Foreign supplier's name and address;
(6) Number of the subcontract/purchase order for foreign supplies;
(7) Total dollar value of the subcontract for foreign supplies;
(8) Expiration date of the subcontract for foreign supplies;
(9) List of items purchased; and
(10) An agreement by the Contractor that duty shall be paid by the
Contractor to the extent that such supplies, or any portion (if not scrap or
salvage) are diverted to nongovernmental use other than as a result of a
competitive sale made, directed, or authorized by the Contracting Officer.
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 26 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
(d) The Contractor agrees to incorporate the substance of this clause,
including this paragraph (d), in any subcontract (including purchase orders) in
accordance with paragraph (i) of the Duty-Free Entry clause of this contract.
The Contractor agrees that the name and address of the Contracting Officer
administering the prime contract (name and address of the contract
administration office cognizant of the prime contract and its activity address
number (Appendix G of the Defense FAR Supplement)) and the information required
by paragraphs (c)(1), (2), and (3) of this clause will be included in applicable
subcontracts.
(e) To properly complete the shipping document instructions as required by
paragraph (f) of the Duty-Free Entry clause, the Contractor shall insert Defense
Contract Management Area Operations (DCMAO) New York, ATTN: Customs Team, DCMDN-
GNIC, 207 New York Avenue, Staten Island, New York, 10305-5013, as the cognizant
contract administration office (for paragraph (f) only) in those cases when the
shipment is consigned directly to a military installation. When the shipment
will be consigned to a location other than a military installation, e.g., a
domestic contractor's plant, change the shipping document notation required by
paragraph (f) of the clause to insert the name and address of the Contractor,
agent or broker that will prepare the customs documentation for execution of the
Duty-Free Entry certificates. In either case, the shipping documents will
contain the following items in addition to those required by paragraph (f) of
the Duty-Free Entry clause:
(1) Delivery order number on the Government prime contract, if
applicable;
(2) Number of the subcontract/purchase order for foreign supplies, if
applicable;
(3) Activity address number of the contract administration office
actually administering the prime contract, e.g., for DCMAO Dayton, DLA8DP.
(f) Except for shipments consigned to a military installation, the
Contractor shall prepare, or authorize an agent to prepare, any customs forms
required for the entry into the United States, its possessions, or Puerto Rico
of foreign supplies in connection with DoD contracts. The Contractor shall
submit the completed customs forms to the District Director of Customs with a
copy to DCMAO NY for execution of any required duty-free entry certificates. For
shipments containing both supplies which are to be accorded duty-free entry and
supplies which are not, the Contractor shall identify on the customs forms those
items that are eligible for duty-free entry under the provisions of the Duty-
Free Entry clause. Shipments consigned directly to a military installation will
be released in accordance with Section 10.101 and 10.102 of the U.S. Customs
regulations.
(g) The Contractor shall ensure that all exterior containers are
marked in accordance with paragraph (g) of the Duty-Free Entry clause, including
the following additional data - -
(1) "UNITED STATES GOVERNMENT, DEPARTMENT OF DEFENSE;" and
(2) The activity address number for the contract administration
office actually administering the prime contract.
(End of clause)
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 27 OF 29
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NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
I-6 DECLARATION OF TECHNICAL DATA CONFORMITY
252.227-7036 (JAN 1997)
(a) All technical data delivered under this contract shall be accompanied
by the following written declaration:
The Contractor, ______________________________, hereby declares that, to
the best of its knowledge and belief, the technical data delivered herewith
under Contract No. ____________________________ is complete, accurate, and
complies with all requirements of the contract.
Date:
Name and Title of Authorized Official
(End of clause)
I-7 CERTIFICATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (D.L.97-014)
252.243-7002 (JUL 1997)
(a) In accordance with U.S.C. 2410(a), any request for equitable
adjustment to contract terms that exceeds the simplified acquisition threshold
shall bear, at the time of submission, the following certificate executed by an
individual authorized to certify the request on behalf of the Contractor:
I certify that the request is made in good faith, and that the supporting data
are accurate and complete to the best of my knowledge and belief.
_______________________________________
(Official's Name)
_______________________________________
(Title)
(b) The certification in paragraph (a) of this clause requires full
disclosure of all relevant facts, including - -
(1) Cost or pricing data, if required, in accordance with FAR 15.804-
2; and
(2) Actual cost data and data to support any estimated costs, even if
cost or pricing data are not required.
(c) The certification requirement in paragraph (a) of this clause does not
apply to - -
<PAGE>
- --------------------------------------------------------------------------------
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 28 OF 29
- --------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
(1) Requests for routine contract payments; for example, requests for
payment for accepted supplies and services, routine vouchers under a cost-
reimbursement type contract, or progress payment invoices; or
(2) Final adjustments under an incentive provision of the contract.
(d) The amount requested shall accurately reflect the contract adjustment
for which the Contractor believes the Government is liable. The request shall
include only costs for performing the change, and shall not include any costs
that already have been reimbursed or that have been separately claimed. All
indirect costs included in the request shall be properly allocable to the change
in accordance with applicable acquisition regulations.
(End of clause)
I-8 CERTIFICATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (FEDERAL REGISTER, VOL
62, NO. 133)
252.243-7002 (JUL 1997)
(a) In accordance with 10 U.S.C. 2410(a), any request for equitable
adjustment to contract terms that exceeds the simplified acquisition threshold
shall bear, at the time of submission, the following certificate executed by an
individual authorized to certify the request on behalf of the Contractor:
I certify that the request is made in good faith, and that the supporting data
are accurate and complete to the best of my knowledge and belief.
___________________________________
(Official's Name)
___________________________________
(Title)
(b) The certification in paragraph (a) of this clause requires full
disclosure of all relevant facts, including - -
(1) Cost or pricing data, if required, in accordance with FAR 15.804-
2; and
(2) Actual cost data and data to support any estimated costs, even if
cost of pricing data are not required.
(c) The certification requirement in paragraph (a) of this clause does not
apply to - -
(1) Requests for routine contract payments; for example, requests for
payment for accepted supplies and services, routine vouchers under a cost-
reimbursement type contract, or progress payment invoices) or
(2) Final adjustments under an incentive provision of the contract.
<PAGE>
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CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE
DAAH01-98-C-R075 29 OF 29
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NAME OF OFFEROR OR CONTRACTOR IRVINE SENSORS CORP
- --------------------------------------------------------------------------------
(d) The amount requested shall accurately reflect the contract adjustment
for which the Contractor believes the Government is liable. The request shall
include only costs for performing the change, and shall not include any costs
that already have been reimbursed or that have been separately claimed. All
indirect costs included in the request shall be properly allocable to the change
in accordance with applicable acquisition regulations.
(End of clause)
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
SECTION J - LIST OF ATTACHMENTS
- ----------
J-1 INCORPORATION OF SECTIONS K AND L
52.201-4700 (JUN 1997)
The following sections of the solicitation will not be distributed with the
contract; however, they are incorporated in and form a part of the resultant
contract as though furnished in full text therewith:
SECTION TITLE
K Representations, Certifications and Other Statements
of Offeror,
L Instructions And Conditions, and Notices to Offerors.
J-2 LIST OF ATTACHMENTS AND EXHIBITS
<TABLE>
<CAPTION>
Attachment/Exhibit ID Title Date Number Transmitted By
--------------------- ----- ---- ------ --------------
<S> <C> <C> <C> <C>
Attachment 001 SOW, "EMBEDDED OPTICAL LINKS FOR COMMUNICATION 1997JUN12
BETWEEN THE LAYERS OF STACKED MULTI-CHIP
MODULES" (INCORPORATED BY REFERENCE)
Exhibit A CONTRACT DATA REQUIREMENTS LIST, DD FORM 1423 1997SEP04 004
</TABLE>
<PAGE>
Document Summary List
For
Small Business Innovation Research
Program Solicitation 96.2
Topic Number A96-084
Phase II
Irvine Sensors Corporation
<TABLE>
<S> <C> <C> <C>
1. DI-MGMT-80555 Program Progress Report 30 Mar 88
(Sequence A001) (Final Report) Cat 1
2. DI-MGMT-80555 Program Progress Report 30 Mar 88
(Sequence A002) (Interim Report) Cat 1
3. DI-MGMT-80555 Program Progress Report 30 Mar 88
(Sequence A003) (Commercial Report) Cat 1
4. DI-FNCL-80912 Performance and Cost Report 06 Oct 89
(Sequence A004) Cat 1
</TABLE>
Tailoring is as follows: Block 10 paragraphs 10.1.1 and 10.2.3. change
"month" to "quarter".
<PAGE>
DAAHO1-98-C-R075 EXHIBIT "A
PAGE 1 OF 4
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST Form Approved
(1 Data Item) OMB No. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 110 hours per response including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503. Please DO NOT RETURN your form to either of these
addresses. Send completed form to the Government issuing Contracting Officer for
the Contract/PR No. listed in Block E.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
A. CONTRACT LINE B. EXHIBIT C. CATEGORY:
ITEM NO.
<S> <C> <C> <C> <C>
A TDP TM OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
D. SYSTEM/ITEM E. CONTRACT/PR NO. F. CONTRACTOR
SBIR Phase 11 A96-084 Irvine Sensors Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
1. DATA ITEM NO. 2. TITLE OF DATA ITEM 3. SUBTITLE
A001 Program Progress Report Final Report
- ------------------------------------------------------------------------------------------------------------------------------------
4. AUTHORITY (Data 5. CONTRACT REFERENCE 6. REQUIRING OFFICE
Acquisition
Document No.)
DI-MGMT-80555 Section C AMSAM-RD-SE-MT
- ------------------------------------------------------------------------------------------------------------------------------------
7. DD250 REQ 9. DIST STATEMENT 10. FREQUENCY 12. DATE OF FIRST 14. DISTRIBUTION
SUBMISSION
LT REQUIRED 1 TIME 30 Days After EOC
- ------------------------------------------------------------------------------------------------------------------------------------
8. APP. CODE B 11. AS OF DATE 13. DATE OF SUBSEQUENT
SUBMISSION
N/A N/A N/A a. ADDRESSEE b. COPIES
-------------
Draft Final
- ----------------------------------------------------------------------------------------------- ------------
16. REMARKS
Reg Repro
-----------
Block 9: Distribution Statement B: Distribution authorized to U.S. Government agencies
only; Propriety information; Date of determination: 1 Aug 97. Other requests for this AMSAM-RD-SE-MT 0 1 0
document shall be referred to US Army Aviation and Missile Command,
ATTN: AMSAM-ACl-RD-AX, Redstone Arsenal, AL 35898-5275.
Export-Control Act Warning - Required
All technical documents will be marked:
WARNING - This document contains technical data whose export is restricted
by the Arms Export Control Act (Title 22, U.S.C., Sec 2751, et seq.) or the Export
Administration Act of 1979, as amended, Title 50, U.S.C., App. 2401 et seq.
Violations of these export laws are subject to severe criminal penalties.
Disseminate in accordance with provisions of DoD Directive 5230.25.
Block 3: Final Report - Format Specified in Paragraph 5.3 of SBIR Program
Solicitation 96.2.
Block 14: Regular Copies - This original report shall have the capability of successive
generations of high quality resolution copies being reproduced on standard office
copying equipment.
AMSAM-RD-SE-TD-DM CONCUR (Vicki T. Girardi)
LOG# 970226 No. PAGES 4 REF NO. A001 THRU A004
NO. LINE ITEM 4 DATE 25 SEP 97
15. TOTAL 0 1 0
- ------------------------------------------------------------------------------------------------------------------------------------
G. PREPARED BY H. DATE I. APPROVED BY J.DATE
Jessica H. Jackson 3 Sep 97 4 Sept 97
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
DAAHO1-98-C-R075 EXHIBIT "A
PAGE 2 OF 4
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST Form Approved
(1 Data Item) OMB No. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 110 hours per response including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503. Please DO NOT RETURN your form to either of these
addresses. Send completed form to the Government issuing Contracting Officer for
the Contract/PR No. listed in Block E.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
A. CONTRACT LINE B. EXHIBIT C. CATEGORY:
ITEM NO.
<S> <C> <C> <C> <C> <C>
A TDP TM OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
D. SYSTEM/ITEM E. CONTRACT/PR NO. F. CONTRACTOR
SBIR Phase 11 A96-084 Irvine Sensors
Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
1. DATA ITEM NO. 2. TITLE OF DATA ITEM 3. SUBTITLE
A002 Program Progress Report Interim Report
- ------------------------------------------------------------------------------------------------------------------------------------
4. AUTHORITY (Data 5. CONTRACT REFERENCE 6. REQUIRING OFFICE
Acquisition
Document No.) Section C AMSAM-RD-SE-MT
DI-MGMT-80555
- ------------------------------------------------------------------------------------------------------------------------------------
7. DD250 REQ 9. DIST STATEMENT 10. FREQUENCY 12. DATE OF FIRST 14. DISTRIBUTION
SUBMISSION
LT REQUIRED SEMIA See Block 16
- --------------------- ------------------------------------------------------------------------------
8. APP. CODE B 11. AS OF DATE 13. DATE OF SUBSEQUENT
SUBMISSION
N/A N/A NLT 15 DARP a. ADDRESSEE b. COPIES
Draft Final
- --------------------------------------------------------------------------------------------------- ---------
16. REMARKS Reg Repro
-------------------------------
Block 9: Distribution Statement B: Distribution authorized to U.S. Government agencies
only; Propriety information; Date of determination: 1 Aug 97. Other requests for this AMSAM-RD-SE-MT 0 1 0
document shall be referred to US Army Aviation and Missile Command, ATTN: AMSAM-ACl-RD-AX,
Redstone Arsenal, AL 35898-5275.
Export-Control Act Warning - Required
All technical documents will be marked:
WARNING - This document contains technical data whose export is restricted
by the Arms Export Control Act (Title 22, U.S.C., Sec 2751, et seq.) or the Export
Administration Act of 1979, as amended, Title 50, U.S.C., App. 2401 et seq.
Violations of these export laws are subject to severe criminal penalties.
Disseminate in accordance with provisions of DoD Directive 5230.25.
Block 12,: The first reporting period is 180 DAC. The report is due NLT 15 DARP.
Block 14: Regular Copies - This original report shall have the capability of successive
generations of high quality resolution copies being reproduced on standard office
copying equipment.
15. TOTAL 0 1 0
- ------------------------------------------------------------------------------------------------------------------------------------
G. PREPARED BY H. DATE I. APPROVED BY J. DATE
Jessica H. Jackson 3 Sep 97 4 Sept 97
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
DAAHO1-98-C-R075 EXHIBIT "A
PAGE 3 OF 4
CONTRACT DATA REQUIREMENTS LIST Form Approved
(1 Data Item) OMB No. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 110 hours per response including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503. Please DO NOT RETURN your form to either of these
addresses. Send completed form to the Government issuing Contracting Officer for
the Contract/PR No. listed in Block E.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
A. CONTRACT LINE B. EXHIBIT C. CATEGORY:
ITEM NO.
<S> <C> <C> <C> <C> <C>
TDP TM OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
D. SYSTEM/ITEM E. CONTRACT/PR NO. F. CONTRACTOR
SBIR Phase 11 A96-084 Irvine Sensors
Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
1. DATA ITEM NO. 2. TITLE OF DATA ITEM 3. SUBTITLE
A001 Program Progress Report Commercial Report
- ------------------------------------------------------------------------------------------------------------------------------------
4. AUTHORITY (Data 5. CONTRACT REFERENCE 6. REQUIRING OFFICE
Acquisition
Document No.)
DI-MGMT-80555 Section C AMSAM-RD-SE-MT
- ------------------------------------------------------------------------------------------------------------------------------------
7. DD250 REQ 9. DIST STATEMENT 10. FREQUENCY 12. DATE OF FIRST
REQUIRED SUBMISSION
14. DISTRIBUTION
LT ANNLY See Block 16
- --------------------- ------------------------------------------------------------------------------
8. APP. CODE 11. AS OF DATE 13. DATE OF SUBSEQUENT
SUBMISSION
B b. COPIES
N/A 0 NLT 15 DARP a. ADDRESSEE
Draft Final
- ----------------------------------------------------------------------------------------------------- -----------
16. REMARKS Reg Repro
-----------------------------
9: Distribution Statement B: Distribution authorized to U.S. Government agencies
only; Propriety information; Date of determination: 1 Aug 97. Other requests for this AMSAM-RD-SE-MT 0 1 0
document shall be referred to US Army Aviation and Missile Command, ATTN: AMSAM-ACl-RD-AX,
Redstone Arsenal, AL 35898-5275.
Export-Control Act Warning - Not Required
Block 12: The first reporting period is 1 year after the start of the contract. The report
is due NLT 15 DARP.
Annual Commercial Reports shall be required from the start of the Phase II contract through
5 years after completion of the Phase II contract, detailing: (1) the revenue from sales of new
products or non-R&D services resulting from the SBIR project, (2) the sources and amounts
of non-SBIR, non-STTR funding from the Government and/or private sector sources to
further develop the SBIR technology and (3) a brief description of the work in progress or the
work accomplished.
Block 14: Regular Copies - This original report shall have the capability of successive
generations of high quality resolution copies being reproduced on standard office
copying equipment.
15. TOTAL 0 1 0
- ------------------------------------------------------------------------------------------------------------------------------------
G. PREPARED BY H. DATE I. APPROVED BY J. Date
Jessica H. Jackson 3 Sep 97 4 Sept 97
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
DAAHO1-98-C-R075 EXHIBIT "A
PAGE 4 OF 4
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST Form Approved
(1 Data Item) OMB No. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 110 hours per response including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503. Please DO NOT RETURN your form to either of these
addresses. Send completed form to the Government issuing Contracting Officer for
the Contract/PR No. listed in Block E.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
A. CONTRACT LINE ITEM NO. B. EXHIBIT C. CATEGORY:
<S> <C> <C> <C> <C>
A TDP TM OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
D. SYSTEM/ITEM E. CONTRACT/PR NO. F. CONTRACTOR
SBIR Phase 11 A96-084 Irvine Sensors Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
1. DATA ITEM NO. 2. TITLE OF DATA ITEM 3. SUBTITLE
A001 Performance and Cost Report
- ------------------------------------------------------------------------------------------------------------------------------------
4. AUTHORITY (Data Acquisition Document No.) 5. CONTRACT REFERENCE 6. REQUIRING OFFICE
DI-MGMT-80555 Section C AMSAM-RD-SE-MT
- ------------------------------------------------------------------------------------------------------------------------------------
7. DD250 REQ 9. DIST STATEMENT 10. FREQUENCY 12. DATE OF FIRST SUBMISSION
REQUIRED 14. DISTRIBUTION
LT See Block 16
- ------------- ------------------------------------------------------------------------------------------------
8. APP. CODE 11. AS OF DATE 13. DATE OF SUBSEQUENT SUBMISSION
B b. COPIES
N/A N/A NLT 15 DARP a. ADDRESSEE
- ------------------------------------------------------------------------------------------------
16. REMARKS Draft Final
---------
Reg Repro
------------------------------
Block 9: Distribution Statement B: Distribution authorized to U.S. Government agencies only;
Propriety information; Date of determination: 1 Aug 97. Other requests for this document AMSAM-RD-SE-MT 0 1 0
shall be referred to US Army Aviation and Missile Command,
ATTN: AMSAM-ACl-RD-AX, Redstone Arsenal, AL 35898-5275.
Export-Control Act Warning - Not Required
Block 12: The first reporting period is 90 DAC. The report is due NLT 15 DARP.
Block 14: Regular Copies - This original report shall have the capability of successive
generations of high quality resolution copies being reproduced on standard office
copying equipment.
15. TOTAL 0 1 0
- ------------------------------------------------------------------------------------------------------------------------------------
G. PREPARED BY H. DATE I. APPROVED BY J.DATE
Jessica H. Jackson 3 Sep 97 4 Sept 97
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from third
quarter 10-Q and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-27-1998
<PERIOD-START> SEP-29-1997
<PERIOD-END> JUN-28-1998
<CASH> 787,800
<SECURITIES> 0
<RECEIVABLES> 2,787,300
<ALLOWANCES> 10,000
<INVENTORY> 3,363,900
<CURRENT-ASSETS> 7,488,300
<PP&E> 8,725,900
<DEPRECIATION> 6,598,000
<TOTAL-ASSETS> 9,608,100
<CURRENT-LIABILITIES> 1,796,700
<BONDS> 0
200
0
<COMMON> 271,200
<OTHER-SE> 3,653,600
<TOTAL-LIABILITY-AND-EQUITY> 9,608,100
<SALES> 7,102,700
<TOTAL-REVENUES> 7,102,700
<CGS> 6,281,600
<TOTAL-COSTS> 8,379,400
<OTHER-EXPENSES> 371,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 112,900
<INCOME-PRETAX> (1,750,200)
<INCOME-TAX> 2,600
<INCOME-CONTINUING> (1,428,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 2,067,800
<CHANGES> 0
<NET-INCOME> 639,800
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.03
</TABLE>
