<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Form 10-KSB of General Devices, Inc. for the year ended December 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000040528
<NAME> General Devices, Inc.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 64
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 64
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 64
<CURRENT-LIABILITIES> 35
<BONDS> 0
0
0
<COMMON> 100
<OTHER-SE> (71)
<TOTAL-LIABILITY-AND-EQUITY> 64
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 77
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (77)
<INCOME-TAX> 0
<INCOME-CONTINUING> (77)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (77)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
MARK ONE:
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]
For the fiscal year ended December 31, 1999
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________________ to _________________.
Commission file number 0-3125
------
GENERAL DEVICES, INC.
------------------------------------------------
(Name of small business issuer in its charter)
New Jersey 21-0661726
- ------------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 W. Church Road, Room 300, King of Prussia, PA 19406
--------------------------------------------------------
(Address of principal executive offices with Zip Code)
Issuer's telephone number, including area code (610) 992-1455
--------------
Securities registered under Section 12(b) of the Exchange Act:
--------------------------------------------------------------
Common Stock Par Value $.01 Exchange: Over the Counter Market
Securities registered under Section 12(g) of the Exchange Act:
--------------------------------------------------------------
NONE
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained to the best of registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
Issuer's had no revenues for the fiscal year ended December 31, 1999.
At February 11, 2000, there were 9,980,074 shares of common stock
outstanding. The aggregate market value of the voting shares held by
non-affiliates of the registrant, based on the closing bid price of such stock
on such date was approximately $230,000.
Transitional Small Business Disclosure Format Yes No X
----- -----
<PAGE>
PART I
------
Item 1 - DESCRIPTION OF BUSINESS
- ------ -----------------------
General
- -------
General Devices, Inc., a New Jersey Corporation organized in 1953, (the
"Company") 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 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 continued 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 reorganization plan on
December 22, 1997, and issued a final decree on September 15, 1998. In February
1999 three investors purchased a controlling interest in the company with the
objective of maximizing shareholder value. The Company is currently seeking the
acquisition of an operating business.
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 December 22, 1997, has had no active clients or revenues. In
1998 The Company had two active clients with modest revenues, and four field
employees. The Company had no revenues or employees in 1999.
Item 2 - PROPERTIES
- ------ ----------
The Company owns no real property.
Item 3 - LEGAL PROCEEDINGS
- ------ -----------------
In July 1999, the Company was served with a complaint filed in the Court of
Common Pleas in Philadelphia, Pa., entitled Dean Vignola and Kathleen Vignola
vs. Geigy Corporation, et.al (the "Complaint"). The Complaint alleges that the
Company and numerous other defendants caused injury to Dean Vignola and thereby
harm and alleged damages in excess of $50,000 to Dean and Kathleen Vignola
("Plaintiffs"). Plaintiffs' Complaint also alleges that as an owner of the site
of the alleged injury the Company caused injury and harm to Plaintiffs. However,
the Company did not own the property at the time of Dean Vignola's alleged
injury. The Company settled this matter with Plaintiffs as of February, 2000 and
although the Company will remain as a Defendant until a verdict or dismissal of
the case in its entirety, Plaintiffs have agreed to indemnify the Company
against any liability in this matter now or in the future.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------ ----------------------------------------------------
None
I-1
<PAGE>
PART II
-------
Item 5 - MARKET FOR THE COMPANY'S COMMON 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 forth 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.
High Low
---- ---
1999
March 31 .01 .01
June 30 .0625 .0625
September 30 .0625 .0625
December 31 .09 .05
1998
March 31 .005 .0001
June 30 .005 .005
September 30 .005 .005
December 31 .005 .005
(c) As of February 11, 2000 the Company had 2,166 Stockholders of
record.
The Company had not declared or paid any dividends on its common
stock in 1999 or 1998 and does not foresee doing so in the immediate future.
II-1
<PAGE>
Item 6. - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------ -------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Results of Operations
- ---------------------
Since 1993 the Company has essentially been inactive. Prior to that time
the Company was primarily engaged in the temporary placement of technical,
clerical and computer personnel. The Company has liquidated the assets of its
former business and is actively seeking an acquisition with the goal of becoming
an operating business.
General and administrative expenses consisting primarily of consulting,
legal, transfer agent fees and office expenses were $77,000 in 1999, compared to
$17,582 in 1998, an increase of $59,418. This increase was due primarily to an
increase in legal fees of $35,000; $15,000 incurred in connection with the
litigation settlement discussed in Item 3., and an increase in consulting fees
of $13,500.
Liquidity and Capital Resources
- -------------------------------
At December 31, 1999 the Company had cash of $63,691 and net working
capital of approximately $28,949. Management believes that the Company's cash is
adequate for its business activities and for the costs of seeking an acquisition
of an operating business.
Year 2000 Issue
- ---------------
The Company has reached the determination that year 2000 issues did not
affect General Devices, Inc.
II-2
<PAGE>
Item 7. FINANCIAL STATEMENTS
--------------------
The financial statements filed herein are listed below:
Independent Auditors' Report
Financial Statements:
Balance Sheet - December 31, 1999
Statements of Operations -
Years ended December 31, 1999 and 1998
Statements of Stockholders' Equity -
Years ended December 31, 1999 and 1998
Statements of Cash Flows -
Years ended December 31, 1999 and 1998
Notes to Financial Statements -
Years ended December 31, 1999 and 1998
II-3
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders
General Devices, Inc.
King of Prussia, Pennsylvania
We have audited the accompanying balance sheet of General Devices, Inc. (a New
Jersey corporation) at December 31, 1999 and the related statements of
operations, stockholders' equity and cash flows for the years ended December 31,
1999 and 1998. 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 provide 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, 1999 and the results of its operations and its cash flows for the
years ended December 31, 1999 and 1998 in conformity with generally accepted
accounting principles.
COGEN SKLAR, LLP
Bala Cynwyd, Pennsylvania
February 3, 2000
F-1
<PAGE>
GENERAL DEVICES, INC.
BALANCE SHEET
December 31,
1999
------
ASSETS
- ------
Cash $ 63,691
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable and accrued liabilities $ 34,742
---------
Stockholders' Equity:
Common Stock - $.01 par value; 10,000,000
shares authorized, 9,980,074
issued and outstanding 99,801
Contributed capital in excess of par value 2,022,031
Accumulated deficit (2,092,883)
---------
Total stockholders' equity 28,949
---------
Total liabilities and stockholders' equity $ 63,691
=========
See accompanying notes to financial statements.
F-2
<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF OPERATIONS
Years Ended December 31,
---------------------------
1999 1998
--------- ---------
Revenue $ - $ 28,540
--------- ---------
Expenses
Cost of sales - 26,764
General and administrative 77,000 17,582
--------- ---------
Total Expenses 77,000 44,346
--------- ---------
Net Loss ($ 77,000) ($ 15,806)
========= =========
Average number of shares outstanding 9,428,230 4,944,595
========= =========
Basic and diluted loss per share ($ 0.01) $ -
========= =========
See accompanying notes to financial statements.
F-3
<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Contributed
Capital in
Number Common Excess of Accumulated Treasury
Of Shares Stock Par Value Deficit Stock Total
--------- ------- --------- --------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Balance January 1, 1998 4,964,421 $49,649 $2,032,950 ($2,000,077) ($61,479) $ 21,043
Net loss for the year - - - ( 15,806) - ( 15,806)
--------- ------- ---------- ---------- ------- -------
Balance December 31, 1998 4,964,421 49,649 2,032,950 ( 2,015,883) ( 61,479) 5,237
Net loss for the year - - - ( 77,000) - ( 77,000)
Issuance of Common Stock
through a private offering 5,035,579 50,356 50,356 - - 100,712
Retirement of Treasury Stock ( 20,300) ( 203) ( 61,276) - 61,479 -
Adjustment 374 ( 1) 1 - - -
--------- ------- ---------- ---------- -------- -------
Balance - December 31, 1999 9,980,074 $99,801 $2,022,031 ($2,092,883) $ - $28,949
========= ======= ========== ========== ======== =======
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF CASH FLOWS
Years Ended December 31,
1999 1998
------ ------
Cash flows from operating activities:
Net loss ($77,000) ($15,806)
Increase (decrease) in accounts payable
and accrued liabilities 32,742 ( 2,000)
------- -------
Net cash used in operating activities ( 44,258) ( 17,806)
------- -------
Cash flows from financing activities:
Issuance of capital stock 100,712 -
------- -------
Increase (decrease) in cash 56,454 ( 17,806)
Cash - Beginning of year 7,237 25,043
------- -------
Cash - End of year $63,691 $ 7,237
======= =======
See accompanying notes to financial statements.
F-5
<PAGE>
GENERAL DEVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. Summary of Significant Accounting Policies
------------------------------------------
Operations
----------
In 1998, General Devices, Inc. was 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 1999, the Company 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. Prior years' financial statements have
been reclassified to conform to the current years' presentation.
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 includes the weighted average number of common
shares outstanding during the year. Diluted income (loss) per share
includes 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.
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 separate statement of comprehensive income has
been presented.
2. Income Taxes
------------
There are no significant temporary differences between the financial
statement and tax reporting purposes.
At December 31, 1999 and 1998, the Company had net operating loss
carryovers of approximately $850,000 and $775,000 available to reduce
future federal income tax payable. The carryovers expire from 2007 to
2019. The tax benefit of these carryovers of approximately $275,000 and
$260,000 has been fully reserved and is not reflected in the financial
statements.
3. Treasury Stock
--------------
During 1999, the Company retired common stock held in the treasury. The
excess cost over par value has been charged to additional paid in
capital.
4. Common Stock Options
--------------------
On September 12, 1990, the Board of Directors approved a non-qualified
stock option plan authorizing the issuance of options to 250,000 shares
of common stock at market value. No options have been granted under
this plan.
F-6
<PAGE>
5. Leases
------
The Company has no outstanding leases. Rent expense for 1999 and 1998
was $838 and $3,600, respectively.
6. Related Party Transactions
--------------------------
The President of General Devices, Inc., and his wife own T.A. Raymond &
Company, Inc. During 1999 $13,500 was paid to T.A. Raymond & Company,
Inc., for consulting services.
7. Unusual Expenses
----------------
Operations for 1999 include settlement costs and legal fees related to
a personal injury lawsuit brought against the corporation and several
other defendants. Settlement costs and legal fees were approximately
$50,000 with no additional costs due.
8. Contingencies
-------------
In July 1999, the Company was served with a complaint filed in the
Court of Common Pleas in Philadelphia, Pa., entitled Dean Vignola and
Kathleen Vignola vs. Geigy Corporation, et.al (the Complaint"). The
Complaint alleges that the Company and numerous other defendants caused
injury to Dean Vignola and thereby harm and alleged damages in excess
of $50,000 to Dean and Kathleen Vignola ("Plaintiffs"). Plaintiffs'
Complaint also alleges that as an owner of the site of the alleged
injury the Company caused injury and harm to Plaintiffs. However, the
Company did not own the property at the time of Dean Vignola's alleged
injury. The Company settled this matter with Plaintiffs as of February,
2000 and although the Company will remain as a Defendant until a
verdict or dismissal of the case in its entirety, Plaintiffs have
agreed to indemnify the Company against any liability in this matter
now or in the future.
F-7
<PAGE>
Item 8. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ------- ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
F-8
<PAGE>
PART III
Item 9. - DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
- ------- -------------------------------------------------
INFORMATION CONCERNING DIRECTORS
- --------------------------------
Theodore A. Raymond, age 72, 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 60, 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 4,086 shares of common stock of the
Company.
Item 10. - EXECUTIVE COMPENSATION
- -------- ----------------------
REMUNERATION OF EXECUTIVE OFFICERS
- ----------------------------------
There was no remuneration paid to any officer or director in 1999 or 1998.
III-1
<PAGE>
Item 11. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
The following table sets forth the beneficial ownership of Common Stock of
the Company as of February 11, 2000, 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 1,188,675(1) 11.91%
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 #2C
Scarsdale, NY 10583 2,000,000(3) 20.04%
Park Lane Associates, L.P.
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) 1,192,731 11.95%
* Represents less than one percent.
(1) Includes 154,287 shares owned by Mr. Raymond's daughter, Lisa Raymond, and
29,288 shares owned by Mr. Raymond's daughter, Stefanie Raymond. Mr.
Raymond disclaims beneficial ownership of all the foregoing shares.
(2) Includes 40,000 shares owned by a customer of T. R. Winston & Company, Inc.,
a broker-dealer registered with the National Association of Securities Dealers,
Inc. an affiliate of Asset Value Fund Limited Partnership. Asset Value Fund
Limited Partnership disclaims beneficial ownership of these shares.
(3) Based on information contained in a Schedule 13D dated February 25, 1999.
Item 12. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
The President of General Devices, Inc., and his wife own T.A. Raymond &
Company, Inc. During 1999, $13,500 was paid to T. A. Raymond & Company, Inc.,
for consulting services.
III-2
<PAGE>
PART IV
-------
Item 13. - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- -------- ------------------------------------------------------------------
The following exhibits are filed as part of this report:
(a) Exhibits
--------
Exhibit Number Exhibit Method of Filing
-------------- ------- ----------------
3.1 Articles of Incorporation Incorporated by reference
to Registration Statement
on Form S-1 (No.2-69367)
filed on September 30, 1980.
3.2 By-laws Incorporated by reference
to Registration Statement
on Form S-1 (No. 2-69367)
filed on September 30, 1980.
27 Financial Data Schedule for Filed herewith
the year ended December 31,
1999.
(b) Reports on Form 8-K
-------------------
No report on Form 8-K was filed by the registrant during the quarter
ended December 31, 1999.
IV-1
<PAGE>
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.
March 27, 2000 By: /s/ Theodore A. Raymond
-----------------------
Theodore A. Raymond
President
March 27, 2000 By: /s/ G. William Raum
-------------------
G. William Raum
Secretary/Treasurer
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.
March 27, 2000 By: /s/ Theodore A. Raymond
-----------------------
Theodore A. Raymond
Director
March 27, 2000 By: /s/ G. William Raum
-------------------
G. William Raum
Secretary/Treasurer
