UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended Commission File
December 31, 1998 Number 0-3125
GENERAL DEVICES, INC.
(Exact Name of Registrant as
specified in its charter
New Jersey 21-0661726
(State of Incorporation) (I.R.S. Employer I.D. Number)
215 West Church Road
King of Prussia, PA 19406
(Address of Principal Executive Office)
Registrant's telephone number, including area code:
(610) 992-1455
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
Common Stock, Par Value $ .01 Over the Counter Market
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether registrant (1) has filed all
annual, quarterly and other reports to be filed with the
Commission and (2) has been subject to the filing requirements
for the past 90 days.
Yes x No
As of March 4, 1999 9,979,700 shares of common stock were
outstanding and the aggreate market value of such shares (based
on the average bid and asked prices of such stock) held by non-
affiliates was approximately $95,000.
Table of Contents
PART I
Page
Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security
Holders 4
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 5
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 7A. Quantitative and Qualitative Disclosures about
Market Risks 9
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 19
PART III
Item 10. Directors and Executive Officers of the Registrant 19
Item 11. Executive Compensation 19
Item 12. Security Ownership of Certain Beneficial Owners
and
Mana
gement 20
Item 13. Certain Relationships and Related Transactions 21
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 21
PART I
Item 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
General Devices, Inc. (the Company), a New Jersey Corporation
organized in 1953, has been engaged in the business of providing
contract technical services. The Company has been supplying
contract technical services consisting of experienced
engineering, scientific and other technical personnel to a wide
variety of businesses in the United States and Europe directly,
or through a predecessor Company since 1956.
Effective April 14, 1990, the Company sold most of its
technical services business, and certain operation assets to TAD
Technical Services Corporation. On June 1, 1990, the Company
sold its 100% owned British subsidiary, GDI Euroforce Ltd. to TAD
Technical Services Corporation. The Company continues to operate
in the technical services business from its King of Prussia,
Pennsylvania location on a much smaller scale. It has been
inactive however, and did file a Petition of Reorganization
under Chapter 11 of the Federal Bankruptcy Code on August 23,
1996. The Court confirmed the Company's Chapter 11 reorganiztion
plan on December 22, 1997, and issued a final decree on September
15, 1998.
The Company maintained a presence in Western Europe through its
wholly owned German subsidiary, General Devices, GmbH which was
organized in 1975. German operations have been dormant for
several years as a result of continuing litigation and were
written off during 1991. The Company is completely inactive in
Europe at this date.
At December 31, 1991, the Company owned 51% of the capital
shares of MRG Search and Placement, Inc. of New Haven,
Connecticut, an executive recruiting firm specializing in the
recruitment of middle to senior management personnel for high
technology and financial positions. The Company sold its
remaining 51% share of MRG on March 27, 1992 to MRG employees.
In 1986, the Company sold all of the stock of Worldwide
Computer Services, Inc. in a public offering.
In 1982, the Company acquired 100% of the capital shares of
Timesavers Inc., Sunnyvale, California, which was engaged
primarily in the business of providing temporary personnel, both
technical and clerical. Timesavers, Inc. was sold in August 1989
to CDI Corporation.
As of March 4, 1999, the Company's remaining operations consist
of one administrative office, which since January 1, 1993 until
the Company's Chapter 11 Reorganization Plan was confirmed on
1
December 22, 1997, has had no active clients or revenues. In
1998 there were two active clients and modest revenues. There
were 4 active field employees. The Company is now operating as
a going concern and expects revenues again in 1999.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company's business had been separated in two segments:
contract technical services and executive recruiting. After the
1990 sale of the services business, the Company's remaining
operations consisted of one technical service office, a dormant
operation in Germany (which was written off in 1991) and the
executive recruiting business (which was sold in 1992). The
Company was inactive from 1993 thru 1997. The Contract
Technical Service business started up again in 1998 after the
Company received confirmation of its reorganization.
The Company was primarily engaged in the temporary placement of
technical, clerical and computer personnel prior to the sale of
most of its technical services division. For 1997, operations
consisted of one inactive technical service office. In 1989, the
Company employed an average of approximately 1,000 persons. In
1990, after the sale of most of the technical services business,
the Company employed approximately 35 persons as it did in 1991.
In 1992, the Company employed an average of only 6 persons
throughout the year and employed no one from, 1993 thru 1997.
The Company employed 4 field personnel in 1998. The Company had
$28,540 in revenues in 1998. The Company has but one segment of
business at present, the Engineering Service and Placement
Business.
TECHNICAL SERVICES
Effective April 14, 1990, the Company sold most of its
technical services business, and certain operating assests to TAD
Technical Services Corporation. The Company continued to operate
in the technical services business from King of Prussia,
Pennsylvania on a much smaller scale as it had a 3 year non-
compete agreement with TAD that covered most of the United
States.
In the contract technical services industry, the Company
provided temporary, experienced engineering, scientific and other
technical personnel to a wide variety of business in the Eastern
United States. Total domestic and foreign technical services
revenues on an historical basis amounted to (NONE) from 1993 thru
1997 and there was $28,540 in revenues during 1998.
2
During 1992 and 1991, the defense and aerospace (aircraft,
missiles, weapons systems), electronics, communications and
computer industries were among the more important industries
utilizing the Company's contract technical personnel. We
supplied no one from 1993 thru 1997. In 1998, the Company
supplied 4 computer orientated personnel.
Technical personnel supplied to domestic customers are
employed by the Company, which undertakes all ordinary
administrative functions of an employee. The Company employes
individuals to fill specific requirements of its clients.
Clients are billed for the services of the Company's technical
employees, and those employees are paid on an hourly basis. The
Company derives its profit from the differential between the
hourly rates charged and those paid.
The duration of assignments varies from a few months to several
years for major defense, aerospace, communications, computer and
information technology projects. Emloyees work at the client's
facilities. Technical employees are either selected by the
client on the basis of resumes and other background information
supplied by the Company, or the client relies on the Company to
select the particular individual.
In all cases, the Company's technical employees worked under
the client's direction and supervision. The Company understands
that the contract technical service industry generally takes the
position that any liability for the quality of the employee's
performance rests with the client and is not aware that this
position has ever been challenged.
From 1993 thru 1997, the Company had no sales. In 1992, the
Company had sales to one customer, the Boeing Company, which
constituted 46% of technical service sales. In 1998 the Company
had sales to just two clients which constituted 100% of sales.
The Technical services industry operates in a highly
competitive environment dominated by large manufacturing
customers. A majority of technical service business is obtained
by competitive bidding. There are about fifty national suppliers
of technical personnel with revenues in excess of $500 million. A
large number of suppliers and the low cost of entry has led to
very competitive bidding on most contracts. The new year again
looks promising to the industry, mainly because of the deep
shortage of technical help. In addition, extensive cutbacks and
downsizing in not just the defense sector but all industries that
use our type of staffing services has caused a demand for
technical personnel. All these companies now encourage using
temporary help or outplacing when new hiring is needed. The "IT"
or Information Technology segment of our industry is especially
in need, because of a shortage of Technical personnel.
3
FOREIGN OPERATIONS
The Company has no foreign operations at present.
Item 2. PROPERTIES
The Company owns no real property at this time.
Item 3. LEGAL PROCEEDINGS
All legal proceedings of the past have been litigated and
settled. At present, the Company has no ongoing legal
proceedings. The Chapter 11 Reorganization was issued a final
decree and was closed on September 15, 1998. All other legal
problems have been settled or abandoned.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
4
PART II
Item 5. MARKET FOR THE COMPANY'S STOCK AND RELATED SECURITY
MATTERS
(a) PRINCIPAL MARKET: LISTED ON THE OVER THE COUNTER
"BULLETIN BOARD" SYMBOL "GDIC"
(b) STOCK PRICE INFORMATION
The following table sets for the range of the high and low bid
quotations of the Common Stock for the past two years in the
over-the-counter market, as reported by the over the counter
"Bulletin Board" and in the pink sheets.
1997 1998
High Low High Low
1st Quarter .0001 .0001 .005 .0001
2nd Quarter .0001 .0001 .005 .005
3rd Quarter .0001 .0001 .005 .005
4th Quarter .0001 .0001 .005 .005.
(c) As of March 4, 1999, the Company has approximately
3,500 stockholders of which approximately 1,500 were in the name
of nominee (street name).
5
Item 6. SELECTED FINANCIAL INFORMATION (UNAUDITED)
DOLLARS IN THOUSANDS YEARS ENDED DECEMBER 31,
(Except per share amounts) 1998 1997 1996 1995 1994
RESULTS OF OPERATIONS
Revenues - total operations 29 0 0 0 0
Revenues - discontinued operations 0 0 0 0 0
Revenues - continuing operations 29 0 0 0 0
Earnings (loss) from continuing
operations (16) (5) (105) 65 (140)
Earnings (loss) from discontinued
operations - - - - -
Gain (loss) on disposal of
discontinued operations - - - - -
Gain (loss) before extraordinary
credits - (5) - - -
Gain from discharge of
indebtedness in bankruptcy - 2163 - - -
Net Earnings (loss) (16) 2158 (105) 65 (140)
Gain (loss) per share from
continuing operations - - (.03) .01 (.03)
Loss per share before
extraordinary credits - - - - -
Extraordinary credits per share - .53 - - -
Net earnings (loss) per share - .53 (.03) (.01) (.03)
FINANCIAL CONDITION
Working capital (deficit) 7 25 (2180) (2631) (2696)
Total assets 7 25 - - -
Short-term and current portion
of long term debt 2 4 2179 928 926
Long-term debt - - - - -
Stockholders equity (deficit) 5 21 (2180) (2631) (2696)
No dividends have been paid
6
Item 7. MANAGEMENT DISCUSSION ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
1998 vs. 1997
General Devices, Inc. became active again in the 2nd half,
producing $28,540 in revenues versus none in 1997. Profits
were a small loss in 1998 on just 4 field employees. There
were no staff employees. In 1997 there were no field or staff
employees and with no revenues, or profits. The Secretary and
the President again donated their time to keep the Company
organized and administratied legal, tax and SEC requirements
as they did in 1997.
Operating expenses were still minimal without any staff
employees.
There was no interest expense in 1998, as there was none in
1997.
Results of Operations
1997 vs. 1996
General Devices, Inc. was again an inactive operation in 1997.
Not only were there no sales, no revenues and no profits, the
Company had no field or staff employees. The President and the
Treasurer again donated their time to keep an ongoing continuity
to keep the Company alive, administering legal, tax or S.E.C.
inquiries.
Operating expense was still minimal without employees.
The company operated as a "Debtor in possession".The
administrative responsibilities of the Chapter 11 Reorganization
were carried out in a timely manner. The Reorganization plan was
Confirmed on December 22,1997.The Creditors were then all paid
in full per the conditions of the Reorganization Plan.
Liquidity and Capital Resources
The Company's working capital and current ratio at December 31,
in each of the past three years were:
1998 1997 1996
Working Capital (deficit)
(in thousands) $ 5 $ 21 ($2180)
Current ratio 2 to 1 6 to 1 .001 to 1
7
The $15,807 decrease in working capital from 1997 to 1998
resulted from the use of the working capital we had to fund
the small operating losses the Company had.
There were no capital expenditures in 1998 or 1997.
In early 1989, the Company began selling accounts receivable to
a single investment bank. This arrangement replaced the
$3,000,000 line of credit the Company had with a bank. As a
result of this transaction short term borrowing was eliminated.
As described further below this arrangement was terminated in
April 1990. A similar factoring arrangement was made with a
Company controlled by an officer in October 1991 and continued
during 1992. This arrangement was available from 1993 through
1997 but was rarely used since there had been no accounts
receivable to finance.
During April 1990, our accounts receivable factor lost backing
from the consortium of banks which funded it and financing to the
Company was terminated with only a few days notice. The Company
searched for similar alternative financing, but was unable to
locate suitable arrangements in the short time available.
Negotiations were initiated with a competitor to sell portions of
the assets of its technical services business. As of April 14,
1990 future operations of eight of the Company's nine offices
were transferred to TAD Technical Services Corporation pursuant
to an asset sales agreement.
The Company is engaged in a highly competitive business which
is very labor intensive and its services generally are priced in
a close relationship to direct labor costs. To the extent
permitted by the competitive nature of the business, increases in
direct labor, costs are passed on to clients by increasing fees
for our services. Inflation did not have a material effect on
1997 or 1998 net revenues and income from continuing operations
and we do not expect that inflation will have a significant
adverse effect to any business done in 1999.
The Company has continued on as an active entity, operating
costs are minimal and there is still no staff. There are few
expenses. The Company is now active in business however.
Year 2000 Issues
The Company has reached the determination that year 2000
issues will not materially affect General Devices, Inc. In its
present mode, the Company has no vendors or suppliers that are
not compliant. It has no clients or customers that are non-
compliant. Our payroll service, our accounting firm and our
interface with the SEC, EDGAR is compliant. We have no debt, no
8
no debt securities, insurances, mortgages, or bank debt that may
affect the Company.
ITEM 7A. QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS
The Company had no market risk sensitive investments at the end
of its fiscal year ended December 31, 1998.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements and Financial
Statement Schedules:
1. Financial Statements Page
Independent Auditors Report 10
Balance Sheets - December 31, 1998 and 1997 11
Statements of Operations - years ended
December 31, 1998, 1997 and 1996 12
Statements of Stockholder's Equity
(Deficency) - years ended December 31, 1998,
1997 and 1996 13
Statements of Cash Flows - years ended
December 31, 1998, 1997 and 1996 14
Notes to Financial Statements 15
All schedules are omitted because they are not applicable or
not required or because the required information is included in
the financial statements or notes thereto.
9
INDEPENDENT AUDITORS' REPORT
To the Stockholders
General Devices, Inc.
King of Prussia, Pennsylvania
We have audited the accompanying balance sheets of General
Devices, Inc. (a New Jersey corporation) at December 31, 1998
and 1997 and the related statements of operations, stockholders'
equity and cash flows for the years then ended. These financial
statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of General Devices, Inc. at December 31, 1998 and 1997 and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting
principles.
COGEN SKLAR LLP
Bala Cynwyd, Pennsylvania
March 5, 1999
10
GENERAL DEVICES, INC.
BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
1998 1997
ASSETS
Current assets:
Cash 7,237 25,043
Total assets 7,237 25,043
LIABILITIES & SHAREHOLDERS EQUITY
Current liabilities:
Accounts Payable 2,000 4,000
Total current liabilities 2,000 4,000
Total liabilities 2,000 4,000
Stockholders equity:
Common stock $.01 par value: authorized
10,000,000 shares, issued 4,964,421
at December 31, 1998 and 1997 49,644 49,644
Capital in excess of par value 2,032,955 2,032,955
Accumulated Deficit (2,015,883) (2,000,077)
66,716 82,522
Less:
Treasury stock at cost, 20,300 shares 61,479 61,479
Total shareholders equity 5,237 21,043
Total liabilities and shareholders
equity 7,237 25,043
See notes to Financial Statements
11
GENERAL DEVICES, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1998 1997 1996
(Unaudited)
Revenue $28,540 - -
Operating expenses
Cost of sales 26,764 - -
General and administrative 17,582 5,551 13,903
Operating profit (loss) (15,806) (5,551) (13,903)
Other expenses
Interest - - ( 90,957)
Miscellaneous income - - 352
Loss before
extraordinary item (15,806) (5,551) (104,508)
Extraordinary item
Discharge of indebtedness in
bankruptcy - 2,163,084 -
Net Income (loss) (15,806) 2,157,533 (104,508)
Per Share
Income (loss) before
extraordinary item - - (0.03)
Extraordinary item - 0.53 -
Net Income (loss) per share - 0.53 (0.03)
See notes to Financial Statements
12
GENERAL DEVICES, INC.
STATEMENTS OF STOCKHOLDERS'EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN THOUSANDS, EXCEPT FOR SHARES)
Capital in
Common Stock
Excess of Accum Treasury
Stock Amount Par Value Deficit
Stock Total
Balance - Jan 1, 1996 4,096,923 41 1,998 (4,053) (61) (2,075)
Net loss - - - (105) - (105)
Balance - Dec 31, 1996 4.096,923 41 1,998 (4,158) (61) (2,180)
(unaudited)
Issuance of additional
common stock 500,000 5 20 25
Issuance of stock for
debt in connection
with bankruptcy 367,498 3 15 18
Net Income - - - 2,158 - 2,158
Balance - Dec 31, 1997 4,964,421 49 2,033 (2,000) (61) 21
Net loss (16) (16)
Balance - Dec 31, 1998 4,964,421 49 2,033 (2,016) (61) 5
See notes to Financial Statements
13
GENERAL DEVICES,INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,1998,1997 and 1996
1998 1997 1996
Unaudited
Cash flows from operating activities
Net Loss before extraordinary
item (15,806) (5,551) (104,508)
Extraordinary item - 2,163,084 -
Adjustments to reconcile net Loss
to net cash from operating
activities
Extraordinary item - (2,167,084) -
Increase (decrease) in other
liabilities (2,000) 9,579 104,503
Net cash provided by (used in)
operating activities (17,806) 28 (5)
Cash flows from financing activities
Issuance of capital stock - 25,000 -
Increase (decrease) in cash (17,806) 25,028 (5)
Cash - Beginning of year 25,043 15 20
Cash - End of year 7,237 25,043 15
Supplemental disclosures of cash
flow information
Cash paid during the year for:
Interest - - -
Income taxes - - -
Supplemental disclosures of noncash
financing activities
Issuance of common stock in
satisfaction of debt - 18,375 -
See notes to Financial Statements
14
GENERAL DEVICES, INC.
N
OTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations
General Devices is engaged in the business of providing contract
technical services principally in the areas of experienced
engineering, scientific and technical personnel to a variety of
businesses. During 1997 and 1996,it was inactive.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of
estimates based on management's knowledge and experience.
Accordingly, results could differ from those estimates.
Income Taxes
The company reports income taxes under Statement of Financial
Accounting Standard (SFAS) No. 109. However, the income tax
benefits of any loss carryover has been fully reserved.
Income (Loss) Per Share
The Company reports income (loss) per share under SFAS No. 128.
Basic income(loss) per share include the weighted average number
of common shares outstanding during the year. Diluted income
(loss) per share include the weighted average number of shares
outstanding and dilutive potential common shares, such as
warrants and options. Since there are no dilutive potential
common shares, basic and diluted income (loss) per share are
the same.
15
GENERAL DEVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
Comprehensive Income
The Company adopted SFAS No. 130 "Reporting Comprehensive
Income" beginning January 1, 1998. Comprehensive income is a
more inclusive financial reporting methodology that includes
disclosure of certain financial information that historically
has not been recognized in the calculation of net income.
Since the Company has no items of other comprehensive income,
no seperate statement of comprehensive income has been
presented.
NOTE 2 - EXTRAORDINARY ITEM
On August 23, 1996, the Company filed a petition for bankruptcy
and on December 22, 1997, the United States Bankruptcy Court for
the Eastern District of Pennsylvania approved the Company's plan
of reorganization. Under the plan all general creditor and
debenture bond claims amounting to $1,837,201 were converted into
367,498 shares of common stock valued at $.05 per share or
$18,375 with the balance of $1,818,826 shown as an extraordinary
item.
In prior years, the Company recorded reserves for liabilities for
which claims were not filed and were discharged in bankruptcy.
These claims of $347,981 less legal fees of $4,000 are shown as
an extraordinary item for the year ended December 31, 1997.
Interest on debentures for the year ended December 31, 1997 has
not been shown since all interest ceased on the filing of the
petition in bankruptcy.
16
GENERAL DEVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 3 - PLAN OF REORGANIZATION
The Company's confirmed plan of reorganization provided for the
following:
Creditors and Debenture Holders
Class 1 priority creditors to receive payment in full. $4,000 of
legal fees has been shown in accounts payable.
Class 2 creditors, other claims received 200 shares of common
stock for each $1,000 of claim. There was issued 25,994 shares
of common stock valued at $1,300 for $129,681 of debt.
Class 3 creditors, the debenture holders, received 368 shares in
full payment for each debenture held, based on $1,000 principal
and $840 interest or a $1,840 claim. There was issued 341,504
shares of common stock valued at $17,075 issued for $1,707,520
Class 3 claims.
Class 4 - the stockholders will retain their interest without
alteration.
In summary 367,498 shares of common stock were issued with a
value of $.05 or $18,375 in satisfaction of $1,837,488 of debt.
Resumption of Operations
By agreement, 500,000 shares of common stock were issued to a
small investors group for $25,000 to be used for restart working
capital.
The Company did not meet the criteria for fresh-start reporting.
Accordingly the forgiveness of debt is reported as an
extraordinary item.
17
GENERAL DEVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 4 - COMMON STOCK OPTIONS
On September 12, 1990, the Board of Directors approved a non-
qualified stock option plan authorizing the issuance of options
for 250,000 shares of common stock at market value.
During the five years ended December 31, 1998, no options were
granted or exercised. At December 31, 1998 no options were
outstanding.
NOTE 5 - INCOME TAXES
There are no significant temporary differences between the
financial statements and tax reporting purposes.
At December 31, 1998 and 1997, the Company had net operating loss
carryovers of approximately $600,000 and $600,000 and general
business credit carryovers of approximately $100,000 and $100,000
available to reduce future federal income tax payable. The
carryovers expire from 2003 to 2011. The tax benefit of these
carryovers of approximately $300,000 and $300,000 has been fully
reserved and are not reflected in the financial statements.
NOTE 6 - LEASES
The Company has no outstanding leases. Rent expense for 1998,
1997, and 1996 was $3,600,$2,010 and$2,010.
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company's president has served without salary during the
years 1998, 1997 and 1996. In addition,in 1997 and 1996 he
advanced the Company funds to pay operating expenses of
approximately $5,000 per year.This loan due the President was
discharged in Bankruptcy.
NOTE 8 - SUBSEQUENT EVENT
On February 17, 1999, the Company issued 5,035,579 shares of
stock to three private investors for $100,712. The issuance of
the shares give these three private investors 50.5% of the
outstanding shares.
18
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS,EXECUTIVE OFFICERS AND CONTROL PERSONS
INFORMATION CONCERNING DIRECTORS
Theodore A. Raymond, age 71, has been a Director since 1976.
He has been President and Chief Executive Officer since 1976. He
is a control person.
INFORMATION CONCERNING EXECUTIVE OFFICERS
G. William Raum, age 59, was named Assistant Treasurer in 1989.
In 1990 he was named Secretary/Treasurer and in 1991 Vice
President. He was with the Accounting Department since 1974. He
owns 4086 Shares of the common stock of the Company.
Item 11. EXECUTIVE COMPENSATION
REMUNERATION OF EXECUTIVE OFFICERS
There was no remuneration paid to any officer or director from
1993 through 1998. In 1992, none of the five most
highly compensated executive officers exceeded $60,000 in
remuneration.
19
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the beneficial ownership of
Common Stock of the Company as of March 4, 1999, by each person
who was known by the Company to beneficially own more than 5% of
the Common Stock, by each director and officer and directors and
officers as a group:
Number of Shares Percentage of
Name and Address of Common Stock Common Stock
of Beneficial Owner Beneficially Owned Outstanding
Theodore A. Raymond
215 West Church Road
King of Prussia, PA 19406 1,199,460(1) 12.01%
Asset Value Fund Limited Partnership
376 Main Street - P.O. Box 74
Bedminster, NJ 07921 2,575,579(2)(3) 25.81%
MYFM Capital, LLC
700 Scarsdale Avenue
Scarsdale, NY 10583 2,000,000(3) 20.04%
Parklane Associates, LP
3103 Philmont Avenue
Huntington Valley, PA 19006 500,000(3) 5.01%
G. William Raum
7433 Brimway Lane
Reading, PA 19606 4,056 *
All Directors and
officers as a group
(2 Persons) 1,203,546 12.05%
*Represents less than one percent.
(1)Includes 154,287 shares owned by Mr.Raymond's daughter,
Lisa Raymond,includes 29,288 shares owned by Mr.Raymond's
daughter,Stefanie Raymond,includes 10,785 shares owned by
T.A.Raymond,Inc.,a chapter S Corporation owned by Mr. and
Mrs. Raymond.Mr.Raymond disclaims beneficial ownership of
all the foregoing shares.
20
(2) Includes 40,000 shares owned by a customer of T.R. Winston,
which is managed by Asset Value. Asset Value disclaims
beneficial ownership of these shares.
(3) Based on information contained in a schedule 13D dated
February 25, 1999.
Item 13. .CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 13, 1992, T.A. Raymond, Inc., owned by Mr. Raymond,
advanced $25,000 to the Company and received a one year 10%
mortgage on which the Company's undeveloped land was the
collateral. In March of 1993, T.A Raymond, Inc. called the note
and took over the deed of the land, in lieu of foreclosure.
PART IV
Item 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) (1) The following financial statements are included in Part
II, Item 8:
Page
Independent Auditors Report 10
Financial Statements:
Balance Sheets, December 31, 1998 and 1997 11
Statements of Operations - years ended
December 31, 1998, 1997 and 1996 12
Statements of Stockholders Equity (Deficiency)
years ended December 31, 1998, 1997 and 1996 13
Statements of Cash Flows - years ended
December 31, 1998, 1997 and 1996 14
Notes to Financial Statements 15
(b) Reports on Form 8-K
NONE
(c) Other schedules are omitted because they are not applicable
or the required information is shown in the financial statements
or the notes.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, General Devices, Inc. has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GENERAL DEVICES, INC.
By: (S) By: (S)
G. William Raum Theodore A. Raymond
Secretary/Treasurer President
Date: March 8, 1999
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
of the Registrant and in the capacities and on the dates
indicated.
By: (S) By: (S)
Theodore A. Raymond G. William Raum
Director, March 8, 1999 Secretary/Treasurer
22
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the Registrants form 10-K for the year ended December
31, 1998.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 7,237
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,237
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,237
<CURRENT-LIABILITIES> 2,000
<BONDS> 0
0
0
<COMMON> 4,964,421
<OTHER-SE> 5,237
<TOTAL-LIABILITY-AND-EQUITY> 7,237
<SALES> 28,541
<TOTAL-REVENUES> 28,541
<CGS> 26,581
<TOTAL-COSTS> 26,581
<OTHER-EXPENSES> 17,766
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
