<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Form 10-Q
---------------------
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 2000 or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period from __________ to ___________
Commission file number 0-5404
_____________________
HADRON, INC.
(Exact name of registrant as specified in its charter)
New York 11-2120726
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5904 Richmond Highway
Suite 300
Alexandria, Virginia 22303
(Address of principal executive offices)
Registrant's Telephone number including area code
(703) 329-9400
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
--- ---
As of November 8, 2000, 6,371,432 shares of the Common Stock of the registrant
were outstanding.
<PAGE>
HADRON, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Part I Financial Information: Page No.
--------
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets at 3
September 30, 2000 and June 30, 2000
Consolidated Statements 5
of Operations for the Three Months
Ended September 30, 2000 and 1999
Consolidated Statements 6
of Cash Flows for the Three Months
Ended September 30, 2000 and 1999
Notes to Consolidated 7
Financial Statements
Item 2. Management's Discussion and Analysis 11
of Financial Condition and Results
of Operations
Part II Other Information:
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
</TABLE>
<PAGE>
HADRON, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND JUNE 30, 2000
------------------------------------
SEPT. 30, JUNE 30,
ASSETS 2000 2000
------ --------------- ---------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 123,600 $ 118,000
Accounts receivable, net 4,246,500 3,454,500
Prepaid expenses and other 145,100 128,800
--------------- ---------------
Total current assets 4,515,200 3,701,300
--------------- ---------------
Fixed assets , net 316,900 219,100
Goodwill, net 1,886,000 1,972,000
Other 90,500 58,700
--------------- ---------------
Total other assets 2,293,400 2,249,800
--------------- ---------------
Total assets $ 6,808,600 $ 5,951,100
=============== ===============
See Notes to Consolidated Financial Statements
(Unaudited)
-3-
<PAGE>
HADRON, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND JUNE 30, 2000
------------------------------------
<TABLE>
<CAPTION>
SEPT. 30, JUNE 30,
LIABILITIES AND SHAREHOLDERS' EQUITY 2000 2000
------------------------------------- ----------------- -----------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 1,242,200 $ 779,700
Note payable - line of credit 968,600 481,300
Note payable 500,000 500,000
Note payable - related party 100,000 330,000
Other current liabilities 1,432,400 1,623,000
---------------- -----------------
Total current liabilities 4,243,200 3,714,000
---------------- -----------------
Notes payable 476,700 601,700
Other 100,000 100,000
---------------- -----------------
Total long-term liabilities 576,700 701,700
---------------- -----------------
Total liabilities 4,819,900 4,415,700
---------------- -----------------
Shareholders' equity:
Common stock $.02 par; authorized 20,000,000 shares;
issued and outstanding - September 30, 2000,
6,371,733 shares,and June 30, 2000, 5,831,339 shares 127,400 116,600
Additional capital 11,895,900 11,516,000
Accumulated deficit (10,034,600) (10,097,200)
---------------- -----------------
Total shareholders' equity 1,988,700 1,535,400
---------------- -----------------
Total liabilities and shareholders' equity $ 6,808,600 $ 5,951,100
================ =================
</TABLE>
See Notes to Consolidated Financial Statements
(Unaudited)
-4-
<PAGE>
HADRON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
------------------------------------------------------
Three Months Ended
September 30,
2000 1999
----------- -----------
Revenues $ 4,703,700 $ 5,306,600
----------- -----------
Operating costs and expenses:
Costs of revenue 4,011,100 4,592,600
Selling, general and administrative 556,500 1,071,700
----------- -----------
Total operating costs and expenses 4,567,600 5,664,300
----------- -----------
Operating income (loss) 136,100 (357,700)
----------- -----------
Other expense:
Interest expense (net) (68,100) (78,900)
Other expense (5,400) (14,700)
----------- -----------
Total other expense (73,500) (93,600)
----------- -----------
Income (loss) before income taxes 62,600 (451,300)
Provision for income taxes -- --
----------- -----------
Net income (loss) $ 62,600 $ (451,300)
=========== ===========
Per share data:
Net income (loss) per share
Basic $ 0.01 $ (0.18)
=========== ===========
Diluted $ 0.01 $ (0.18)
=========== ===========
Weighted average number of shares
Basic 5,916,209 2,492,299
=========== ===========
Diluted 6,605,045 2,492,299
=========== ===========
See Notes to Consolidated Financial Statements
(Unaudited)
-5-
<PAGE>
HADRON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
------------------------------------------------------
Three Months Ended
September 30,
2000 1999
----------- ----------
Cash flows from operating activities:
Net income (loss) $ 62,600 $ (451,300)
----------- ----------
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and amortization 115,400 120,000
Changes in operating assets and liabilities:
Accounts receivable (792,000) (152,100)
Prepaid expenses and other (16,300) 23,900
Other assets (31,800) 84,700
Accounts payable 462,500 337,600
Other current liabilities (190,600) 57,600
Other long-term liabilities -- (44,800)
---------- ----------
Total adjustments (452,800) 426,900
---------- ----------
Net cash used by operating activities (390,200 (24,400)
---------- ----------
Cash flows from investing activities:
Property additions (127,200) (6,600)
---------- ----------
Net cash used by investing activities (127,200) (6,600)
---------- ----------
Cash flows from financing activities:
Proceeds from borrowings on bank and other loans 1,186,600 1,343,800
Proceeds from sale of common stock 56,300 --
Proceeds from stock options and warrants exercised 334,400 55,000
Payments on bank and other loans (1,054,300) (1,386,000)
----------- ----------
Net cash provided by financing activities 523,000 12,800
----------- ----------
Net increase (decrease) in cash and cash equivalents 5,600 (18,200)
Cash and cash equivalents at beginning of period 118,000 256,000
----------- ----------
Cash and cash equivalents at end of period $ 123,600 $ 237,800
========== ==========
See Notes to Consolidated Financial Statements
(Unaudited)
-6-
<PAGE>
HADRON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
---------------------
The interim consolidated financial statements for Hadron, Inc. (the
"Company") are unaudited, but in the opinion of management, reflect all
adjustments (consisting only of normal recurring accruals) necessary for a fair
presentation of results for such periods. The results of operations for any
interim period are not necessarily indicative of results for the full year. The
balance sheet at June 30, 2000 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 2000 ("2000
Form 10-K") filed with the Securities and Exchange Commission.
Certain reclassifications have been made to prior year amounts to conform
to current year classifications.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements". SAB 101 summarizes certain of the staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. On June 26, 2000, the Commission deferred the effective date of SAB
101 to require adoption of SAB 101 by the fourth quarter of the first fiscal
year beginning after December 15, 1999. The Company does not expect the
adoption of SAB 101 to have a material impact on the Company's financial
statements.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities", an amendment of SFAS No.
133, which is effective for fiscal years beginning after June 15, 2000. The
Company does not expect that the adoption of SFAS No. 133, as amended, will have
a material impact on the Company's financial statements.
2. Debt
----
The Company entered into a Loan and Security Agreement dated June 29, 1999
(the "Loan Agreement") with United Bank. The Loan Agreement provided the
Company with a $1.5 million line of credit facility (the "Credit Facility")
through October 31, 2000, and a three-year $1.5 million term loan (the "Term
Loan"). The Term Loan provides for monthly principal payments of approximately
$42,000, with interest at the prime rate plus 150 basis points. Jon M. Stout,
the Company's President and Chief Executive Officer, personally guarantees the
loans. The Company is subject to certain financial covenants pursuant to the
Loan Agreement,
7
<PAGE>
including debt to net worth ratio, debt to EBITDA ratio, and working capital and
net worth requirements. The Credit Facility and the Term Loan are secured by the
accounts receivable and other assets of the Company. As of September 30, 2000,
the outstanding balances of the Credit Facility and Term Loan are $969,000 and
$875,000, respectively.
On October 31, 2000, the Company entered into the Third Modification and
Extension Agreement with United Bank. This agreement extended the Credit
Facility through November 30, 2001, lowered the interest to the prime rate plus
100 basis points, and adjusted the financial covenants. On this same date, the
Company entered into a Joinder Agreement thereby adding the accounts receivable
and other assets of Advanced Biosystems, Inc. ("ABS") as collateral for the
Credit Facility and Term Loan.
In January 2000, the Company borrowed $430,000 from Dr. C.W. Gilluly, the
Company's Chairman and former Chief Executive Officer, to meet its operating
needs. On February 15, 2000, these borrowings were converted into a $430,000
note payable, due on demand, to Dr. Gilluly with interest of 12% per annum. In
connection with the issuance of the Note, the Company issued to Dr. Gilluly a
warrant, which entitles him to purchase 430,000 shares of Common Stock, par
value $0.02 per share, at the exercise price of seventy-two cents ($0.72)
("Warrant"). The term of the Warrant is for a period of five years, commencing
on February 15, 2000 and ending February 15, 2005. The Warrant was deemed to
have a nominal value at the time of issuance. As of September 30, 2000, the
Company has made principal and interest payments of $430,000 and $24,000,
satisfying all principal and interest obligations.
3. Earnings Per Share
------------------
The following table sets forth the computation of basic and diluted
earnings per share:
Three Months Ended
September 30,
2000 1999
--------- --------
Numerator:
Net Income (loss) $ 62,600 $ (451,300)
---------- ----------
Numerator for diluted earnings
per share - income available
to common shareholders after
assumed conversion $ 62,600 $ (451,300)
========== ==========
Denominator:
Denominator for basic
earnings per share:
weighted average shares
outstanding 5,916,209 2,492,299
8
<PAGE>
<TABLE>
<S> <C> <C>
Effect of dilutive securities:
Warrants 607,052 -
Employee stock options 81,784 -
---------- ----------
Denominator for diluted
earnings per share 6,605,045 2,492,299
========== ==========
Basic earnings per share $ .01 $ (.18)
========== ==========
Diluted earnings per share $ .01 $ (.18)
========== ==========
</TABLE>
Shares issuable upon the exercise of stock options or warrants or upon
conversion of debt have been excluded from the computation to the extent that
their inclusion would be anti-dilutive.
4. Income Taxes
------------
The provision for income taxes is limited to the liability for alternative
minimum tax as the majority of income for federal and state tax purposes has
been offset by net operating loss carryforwards.
5. Concentration of Business
-------------------------
The Company supports the national security interests of the United States,
by providing engineering, information, and technical services to federal
government agencies. The Company specializes in developing innovative technical
solutions for the intelligence community, analyzing and supporting defense
systems (including intelligent weapons systems and biological warfare defense),
and supporting computer systems.
Revenues from services performed under direct and indirect long-term
contracts and subcontracts with government defense and intelligence agencies
comprise the majority of the Company's business. The majority of the Company's
technical and professional service business with governmental departments and
agencies is obtained through competitive procurement and through "follow-up"
services related to existing contracts. In certain instances, however, the
Company acquires such service contracts because of special professional
competency or proprietary knowledge in specific subject areas.
6. Equity Capital
--------------
In August 2000, the Company received approximately $56,000 in equity
capital from a group of investors consisting of two directors, Dr. Gerald R.
McNichols and Mr. Gerald R. Young, and two principals of an investment banking
and brokerage firm. The investment group purchased 75,000 units, each
consisting of one
9
<PAGE>
share of common stock and a warrant to purchase one share of common stock at
$0.75 per share.
In September 2000, Jon M. Stout, the Company's President and Chief
Executive Officer, and J. Richard Knop, President of the Company's investment
banking firm, Boles Knop & Co., exercised warrants to purchase an aggregate of
462,894 shares of common stock, resulting in an equity investment of
approximately $333,000.
7. Business segments
-----------------
The Company has four active reportable segments comprising its individual
operating subsidiaries - Advanced Biosystems, Inc. ("ABS"), Avenue Technologies,
Inc. ("ATI"), Engineering & Information Services, Inc. ("EISI"), and SyCom
Services, Inc. ("SyCom"); and one inactive reportable segment - Vail Research
and Technology Corporation ("Vail"). Each of the operating segments provides
engineering, information, and technical services to federal government agencies.
The reportable segments are distinguished by their individual clients, prior
experience and technical skills.
Operating results are measured at the net income (loss) level for each
segment. The accounting policies of the reportable segments are the same as
those described in the summary of significant accounting policies. Interest on
debt incurred in connection with an acquisition and applicable associated
goodwill amortization is charged to the reportable segment. The Company's
corporate amounts consist primarily of certain activities and assets not
attributable to the reportable segments.
HADRON, INC.
REPORTABLE SEGMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTON: 2000 1999
-------------------------------------------------- ----------- ------------
<S> <C> <C>
Trade revenues:
ABS $ 1,001,600 $ -
ATI 1,263,300 1,381,100
EISI 1,260,200 2,519,700
SyCom 1,178,600 1,335,300
Vail - 66,800
Corporate - 3,700
------------- ------------
Total trade revenues $ 4,703,700 $ 5,306,600
============= ============
</TABLE>
10
<PAGE>
<TABLE>
<S> <C> <C>
Net income/(loss):
ABS $ 5,800 $ -
ATI 123,900 (219,100)
EISI 13,000 (2,300)
SyCom (39,100) (115,000)
Vail - (62,500)
Corporate (41,000) (52,400)
------------- ------------
Total net income/(loss) $ 62,600 $ (451,300)
============= ============
Assets:
ABS $ 1,123,700 $ -
ATI 3,669,400 3,709,700
EISI 647,500 1,221,300
SyCom 528,900 595,400
Vail 586,900 778,400
Corporate 252,200 320,800
------------- ------------
Total assets $ 6,808,600 $ 6,625,600
============= ============
</TABLE>
11
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS AND QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT MARKET RISK
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2000
TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999
The Company had an operating profit of $136,000 for the three months ended
September 30, 2000, compared to an operating loss of $358,000 for the period
ending September 30, 1999. This $494,000 increase is primarily attributable to
the Company's aggressive cost reductions coupled with increases in the
productivity of the Company's billable staff.
Net income was $63,000 for the period ended September 30, 2000, compared to
a net loss of approximately $451,000 for the same period of the prior year. The
$514,000 increase resulted from the same factors mentioned above .
Revenues for the three months ended September 30, 2000 were approximately
$4,704,000, an 11% decrease from the period ending September 30, 1999. This
decrease is primarily due to the loss of billable personnel resulting from the
hiring of certain of the Company's technical employees by EISI's major client,
APL, partially offset by additional revenue produced by ABS. The Company's net
billable headcount at APL decreased by 37, or 77%, between the two periods ended
September 30, 2000 and September 30, 1999.
Costs of revenue for the quarter ended September 30, 2000 were
approximately $4,011,000, a decrease of approximately 13% from the same period
of the prior year. The decrease is largely due to the lowered personnel costs
of EISI partially offset by costs associated with the ABS revenues. Costs of
revenue as a percentage of revenues were approximately 85% and 87% for the
quarters ended September 30, 2000 and 1999, respectively. This 2% decrease is
primarily due to the increased billing of personnel coupled with reductions in
overhead costs.
Selling, general and administrative expenses totaled approximately $557,000
for the September 30, 2000 quarter, compared with approximately $1,072,000 for
the same period of the prior year. The $515,000, or 48%, decrease is primarily
due to the Company's aggressive cost reduction and containment program.
12
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY
-------------------------------
The working capital at September 30, 2000 increased by approximately
$285,000 from June 30, 2000, primarily due to the Company's positive cash flow
resulting from its current period profitability, coupled with increases in
equity capital, as discussed below, partially offset by debt pay down and ABS'
ramp-up purchases.
In the quarter ended September 30, 2000, the Company recorded a profit of
$63,000 and EBITDA, as defined below, of $246,000, after add-backs for interest
of $68,000, depreciation of $29,000 and goodwill amortization of $86,000.
EBITDA consists of earnings before interest expense, interest and other
income, income tax benefit, deferred compensation, and depreciation and
amortization. EBITDA does not represent funds available for the Company's
discretionary use and is not intended to represent cash flow from operations.
EBITDA should also not be construed as a substitute for operating income or a
better measure of liquidity than cash flow from operating activities, which are
determined in accordance with generally accepted accounting principles. EBITDA
excludes components that are significant in understanding and assessing the
Company's results of operations and cash flows. In addition, EBITDA is relevant
and useful information, which is often reported and widely used by analysts,
investors and other interested parties. Accordingly, the Company is disclosing
this information to permit a more comprehensive analysis of the Company's
operating performance, as an additional meaningful measure of performance and
liquidity, and to provide additional information with respect to the Company's
ability to meet future debt service, capital expenditure and working capital
requirements.
In the quarter ended September 30, 2000, the Company paid $237,000 to Dr.
C.W. Gilluly to satisfy its note obligation, $125,000 to United Bank to pay down
its Term Loan, and $127,000 to purchase fixed assets in support of ABS' growth.
To provide funding for these obligations, the Company primarily utilized its
$453,000 increase in shareholders' equity, resulting from equity transactions of
$390,000 and profits of $63,000.
Due to the timing of the Company's billing, payroll and note payable
cycles, certain working capital balances increased from June 30, 2000 to
September 30, 2000. Specifically, accounts receivable increased by $792,000,
which was offset by line of credit and accounts payable/other current liability
increases of $487,000 and $272,000, respectively.
In August 2000, the Company received approximately $56,000 in equity
capital from a group of investors consisting of two directors, Dr. Gerald R.
McNichols and Mr. Gerald R. Young, and two principals of an investment banking
and brokerage firm. The investment group purchased 75,000 units, each
consisting of one share of common stock and a warrant to purchase one share of
common stock at $0.75 per share.
13
<PAGE>
In September 2000, Jon M. Stout, the Company's President and Chief
Executive Officer, and J. Richard Knop, President of the Company's investment
banking firm, Boles Knop & Co., exercised warrants to purchase an aggregate of
462,894 shares of common stock resulting in an equity investment of
approximately $333,000.
The Company entered into a Loan and Security Agreement dated June 29, 1999
(the "Loan Agreement") with United Bank. The Loan Agreement provided the
Company with a $1.5 million line of credit facility (the "Credit Facility")
through October 31, 2000, and a three-year $1.5 million term loan (the "Term
Loan"). The Term Loan provides for monthly principal payments of approximately
$42,000, with interest at the prime rate plus 150 basis points. Jon M. Stout,
the Company's President and Chief Executive Officer, personally guarantees the
loans. The Company is subject to certain financial covenants pursuant to the
Loan Agreement, including debt to net worth ratio, debt to EBITDA ratio, and
working capital and net worth requirements. The Credit Facility and the Term
Loan are secured by the accounts receivable and other assets of the Company. As
of September 30, 2000, the outstanding balances of the Credit Facility and Term
Loan are $969,000 and $875,000, respectively.
On October 31, 2000, the Company entered into the Third Modification and
Extension Agreement with United Bank. This agreement extended the Credit
Facility through November 30, 2001, lowered the interest to the prime rate plus
100 basis points, and adjusted the financial covenants. On this same date, the
Company entered into a Joinder Agreement thereby adding the accounts receivable
and other assets of Advanced Biosystems, Inc. ("ABS") as collateral for the
Credit Facility and Term Loan.
The Company is subject to certain financial covenants of its bank credit
facility. The Company is presently in compliance with these covenants. However,
the inability of the Company to maintain compliance with the covenants going
forward could have a material adverse effect on the Company's liquidity,
financial condition and results of operations. The Company may require
additional infusion of equity capital to pursue its new business development
strategy and/or to facilitate ongoing compliance with bank loan covenants.
The Company is exposed to market risks related to fluctuations in interest
rates on its debt. Increases in prevailing interest rates could increase the
Company's interest payment obligations relating to variable rate debt. For
example, a 100 basis points increase in interest rates would increase annual
interest expense by $18,000.
For fiscal year 2001, the Company plans to maintain its stringent control
over costs, aggressively pursue opportunities within core competencies, and
perform its contracts efficiently. Plans are underway to bolster business
development efforts and penetrate key accounts. To this end, the Company has
reorganized its recruiting function and enhanced its benefits offerings to
improve the Company's competitive position in the marketplace.
14
<PAGE>
In the second quarter of fiscal year 2001, the Company has commenced annual
renegotiations with Northrop Grumman on its SyCom contract. The Company intends
to restructure the contract such that SyCom could achieve and maintain
profitable operations.
Except for the historical information contained herein, the matters
discussed in this 10-Q include forward-looking statements that involve a number
of risks and uncertainties. There are certain important factors and risks that
could cause results to differ materially from those anticipated by the
statements contained herein. Such factors and risks include business conditions
and growth in the information services, engineering services, software
development and government contracting arenas and in the economy in general.
Competitive factors include the pressures toward consolidation of small
government contracts into larger contracts awarded to major, multi-national
corporations; the Company's ability to continue to recruit and retain highly
skilled technical, managerial and sales/marketing personnel; and the Company's
ability to successfully identify, complete and integrate acquisitions. Other
risks may be detailed from time to time in the Company's SEC reports.
15
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports.
---------------------
(a) Exhibits
Exhibit No.
10.1 Third Modification and Extension Agreement among United Bank,
Jon M. Stout, and Hadron, Inc. dated October 31, 2000.
10.2 Revolving Commercial Note Agreement among United Bank, Jon M.
Stout, and Hadron, Inc. dated October 31, 2000.
10.3 Joinder Agreement among United Bank, Jon M. Stout, and Hadron,
Inc. dated October 31, 2000.
10.4 Form of Stock Pledge Agreement between United Bank and Hadron,
Inc. dated October 31, 2000.
27 Financial Data Schedule.
(b) Reports on Form 8-K
On September 8, 2000, the Company filed a report on Form 8-K
disclosing that on August 24, 2000 the Company sold 75,000 units
(each, a "Unit"), each Unit consisting of one share of restricted
common stock and a warrant to purchase one share of restricted common
stock. The purchasers were two directors of the Company, Dr. Gerald
R. McNichols and Mr. Gerald R. Young, and two principals of the
investment banking and brokerage firm Wachtel & Co. The warrants are
exercisable at any time during the five-year period beginning August
11, 2000 at an exercise price of $0.75 per share. The purchase price
paid was $0.75 per Unit, for aggregate proceeds to the Company of
$56,250.
16
<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 there unto duly authorized.
Date: November 14, 2000 HADRON, INC.
(Registrant)
By: /s/ Jon M. Stout By: /s/ Jon M. Stout
---------------------- ---------------------
Jon M. Stout Jon M. Stout
Chief Executive Officer Acting Chief Financial Officer
And President (Principal Financial
(Principal Executive Officer) Officer and Principal
Accounting Officer)
17
