UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended February 28, 1998
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from _________to________
Commission file number 0-2749
DISTINCTIVE DEVICES, INC.
(Name of small business issuer in its charter)
New York 13-1999951
(State of incorporation or organization) (I.R.S. Identification No.)
1324 Motor Parkway, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (5l6) 751-1375
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.05 per share
(Title of class)
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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes (X) No ( )
1
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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 had no operating revenues for the fiscal year ended February 28,
1998. Issuer's business operations were sold July 12, 1996.
The aggregate market value of voting stock held by non-affiliates
approximated $550,000 as of March 31, 1998, computed by reference to the
average of the bid and asked prices for such stock as reported by the National
Quotation Bureau.
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes ( X ) No ( )
4,119,902 shares of issuer's common stock, $.05 par value, were
outstanding at March 31, 1998. Issuer has no other class of common equity.
DOCUMENTS INCORPORATED BY REFERENCE: None
This Annual Report on Form 10-KSB has 20 pages. The Exhibit Index (Item
13(a)) is at page 18.
2
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INDEX
PART I Page
Item 1. DESCRIPTION OF THE BUSINESS 4
Item 2. DESCRIPTION OF PROPERTY 5
Item 3. LEGAL PROCEEDINGS 5
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 5
PART II
Item 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS 5
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION, RESULTS OF OPERATIONS
AND EXPIRATION OF COMMON STOCK EXCHANGE
RIGHTS 6
Item 7. FINANCIAL STATEMENTS
Report of Independent Auditors 7
Consolidated Financial Statements 8
Notes to Consolidated Financial Statements 12
Item 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 14
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT 15
Item 10. EXECUTIVE COMPENSATION 16
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 16
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 18
Item 13. EXHIBITS AND REPORTS ON FORM 8-K 18
SIGNATURES 20
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PART I
Item 1. DESCRIPTION OF THE BUSINESS
Distinctive Devices, Inc. (referred to herein as the "Issuer" or the
"Company") is a New York corporation organized in 1961. Since the July 12,
1996 sale of the businesses held by its subsidiaries, the Company has not been
engaged in any operating activity. (For particulars regarding the business
sale, please refer to Issuer's Report on Form 10-KSB for the year ended
February 28, 1997.)
Currently, the Company conducts no business operations. Management's
efforts are directed toward completion of a merger or acquisition involving
another business entity, as yet to be identified. Meanwhile, noncompete
payments received from the purchaser of the Company's businesses and interest
earned on investments and cash equivalents have been sufficient, in amount, to
cover a substantial portion of the Company's administrative expenses.
Since the business sale, three corporate officers remain employed, one on
a part-time basis.
Prior Business
Prior to the business sale, the Company was primarily engaged in importing
and manufacturing soil test instruments used by gardeners and growers of
houseplants. Imported products were distributed nationally by an unaffiliated
marketing firm and represented more than 60% of Company sales. A decision by
the marketer to discontinue distribution of non-proprietary products led to the
sale of the Company's importing and manufacturing businesses, to the marketer,
on July 12, 1996.
Plan of Reorganization
On April 3, 1990, Issuer filed a petition under Chapter 11 of the Federal
Bankruptcy Code prompted by an action instituted on behalf of holders of the
remaining 11% of a $4,000,000 debenture issue sold to public investors in 1968.
The debentures matured, unpaid, in 1983. The Company emerged from this
proceeding pursuant to a Plan of Reorganization confirmed by the Federal
Bankruptcy Court for the Eastern District of New York on December 9, 1992.
For further information reference is made to Issuer's Report on Form 10-KSB for
the year ended February 28, 1993.
4
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Item 2. DESCRIPTION OF PROPERTY
Issuer subleases office space in a one-story multi-tenant building in
Hauppauge, Long Island, New York. The lease is month-to-month and annual
rental is $1,800.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Issuer's security holders during
the fiscal year ended February 28, 1998.
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Issuer's common stock, $.05 par value, is traded over-the-counter under
the symbol DDEV. Quotations are reported on the NASD OTC Bulletin Board and
the National Quotation Bureau Pink Sheets. Issuer has no other equity security
outstanding.
Information furnished by the National Quotation Bureau reports the range
of high and low bid quotations for each quarterly period during the two most
recent fiscal years, as set forth below. Quotations represent prices between
dealers and do not include retail mark-up, mark-down or commissions and may not
represent actual transactions.
Fiscal Quarter Ended:
Bid Prices
Fiscal Year 1998 Fiscal Year 1997
High Low High Low
May 31 7/32 7/32 13/32 1/8
August 31 7/32 3/16 7/16 3/16
November 30 $.43 $.16 7/32 3/16
February 28 $.16 $.16 3/16 3/16
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At March 31, 1998, there were approximately 1,600 holders of record of the
issued and outstanding shares of Issuer's common stock. The number of
additional Street Name holders is estimated to be 300 to 400.
Issuer has never paid a dividend on its outstanding equity.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND EXPIRATION OF COMMON STOCK EXCHANGE RIGHTS
Results of Operations
Since the sale of its operating businesses on July 12, 1996, the Company
has had no operating revenues. Thus, sales were down substantially for fiscal
1997 and there were no sales for fiscal 1998. Consequently, operating losses
resulted for both periods.
Other income includes noncompete payments received, since July 1996, from
the purchaser of the Company's businesses and interest earned on investments
and cash equivalents. Also, accounting rules require that management's best
estimate of the discounted value of future noncompete payments, to be received,
be included in other income. The amount of such payments will decline from
$3,000 to $750 per month, if a change occurs in control of the Company.
Financial Condition
Aside from the above-mentioned receivable relating to future noncompete
payments, Company assets consist of cash and liquid investments. Liabilities
reflect payables and accruals arising from routine administrative and legal
expenses. The Company has no debt and no financial commitments outstanding.
Expiration of Common Stock Exchange Rights
As described in Note D to the within Financial Statements, none of the
remaining debenture and preferred stock certificates which were eligible for
exchange to common stock, under the Plan of Reorganization, were surrendered to
the Company by the deadline date of December 9, 1997. As a consequence, the
common share amount reserved for that purpose has been cancelled and
transferred to the Additional Paid-In Capital account.
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Item 7. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Distinctive Devices, Inc. and Subsidiary
Hauppauge, New York
We have audited the accompanying consolidated balance sheet of Distinctive
Devices, Inc. and Subsidiary as of February 28, 1998, and the related
consolidated statements of income, shareholders' equity, and cash flows for
each of the two years in the period ended February 28, 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 consolidated financial position of Distinctive
Devices, Inc. and Subsidiary at February 28, 1998, and the consolidated results
of their operations and their cash flows for each of the two years in the
period ended February 28, 1998 in conformity with generally accepted accounting
principles.
RONALD SERODA, P.C., C.P.A.
Dix Hills, New York
May 1, 1998
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DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
February 28, 1998
ASSETS
Current Assets
Cash and cash equivalents $ 339,539
Investments available-for-sale 99,500
Receivable, covenant not to compete,
current portion 7,574
-------
Total Current Assets 446,613
Receivable, covenant not to compete,
long-term portion 11,255
Property and Equipment, net 630
---
$ 458,498
=======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 5,920
-----
Total Current Liabilties 5,920
Commitments and contingencies--
See accompanying notes
Shareholders' Equity
Preferred stock, $1.00 par value
Shares authorized - 1,000,000
Issued and outstanding - None
Common stock, $.05 par value
Shares authorized - 20,000,000
Issued and outstanding - 4,119,902 205,995
Additional paid-in capital 630,178
Accumulated deficit (383,805)
Unrealized gain on investments 210
-------
Total Shareholders' Equity 452,578
-------
$ 458,498
=======
The accompanying notes are part of the financial statements.
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DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Year ended February 28
1998 1997
Net sales $ - $ 218,271
Costs and expenses
Cost of goods sold 124,285
Selling and administrative 85,718 150,483
------ -------
85,718 274,768
(Loss) from operations (85,718) (56,497)
Other income 42,756 113,416
Interest expense _ (213)
------- ------
Net income (loss)
(basic and diluted) $(42,962) $ 56,706
====== ======
Net income (loss) per share
of common stock (basic
and diluted) $ (0.010) $ 0.014
===== =====
Number of common shares
outstanding 4,119,902 4,119,902
The accompanying notes are part of the financial statements.
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DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Unrealized
Addi- Gain
tional Common Accu- (Loss) on
Common Paid-In Stock(1) mulated Invest-
Stock Capital Issuable Deficit ments Total
Balance
2/28/96 $205,995 $566,280 $63,898 $(397,549) $(1,646) $436,978
'97 Net
Income 56,706 56,706
Unrealized
gain on
investments 325 325
Balance
2/28/97 205,995 566,280 63,898 (340,843) (1,321) 494,009
'98 Net
loss (42,962) (42,962)
Unrealized
gain on
investments 1,531 1,531
Transfer
Common Stock
Issuable to
Additional
Paid In
Capital
(1) 63,898 (63,898)
$205,995 $630,178 $ _ $(383,805) $ 210 $452,578
======= ======= == ======= === =======
(1) Issuable under Plan of Reorganization confirmed 12/9/92. Holders' rights
to exchange debenture and preferred stock certificates for common stock expired
December 9, 1997. The accompanying notes are part of the financial statements.
10
DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended February 28
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(42,962) $56,706
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Gain on sale of fixed assets - (6,907)
Covenant not to compete - (69,183)
Depreciation and amortization 360 1,705
Decrease in operating assets:
Accounts receivable - 39,491
Inventories - 156,130
Prepaid expenses and deposits - 7,625
(Decrease) in operating
liabilities:
Accounts payable and accrued
expenses (783) (9,647)
Due related parties _ (4,000)
------ -------
Cash provided (used) by
operations (43,385) 171,920
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of equipment and tooling _ 12,000
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in non-trade receivable 19,802 -
Repayments of short-term borrowings - (10,920)
Proceeds from covenant not to compete - 30,552
----- ------
19,802 19,632
CASH AND CASH EQUIVALENTS
Increase (decrease) (23,583) 203,552
At beginning of year 363,122 159,570
------- -------
At end of year $339,539 $363,122
======= =======
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid - $ 213
Franchise taxes paid $ 885 $ 755
The accompanying notes are part of the financial statements.
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DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 1998
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Business: The Company served solely as a holding company until its subsidiary
businesses were sold July 12, 1996. Until then, its subsidiaries imported and
manufactured inexpensive soil and water test instruments sold to distributors
and retailers of consumer products.
Principles of consolidation: Consolidated financial statements include
accounts of the Company and its wholly-owned subsidiary after elimination of
significant intercompany accounts and transactions.
Revenue recognition: Revenue from product sales was recognized upon shipment
of goods to customers, prior to the business sale.
Cash and cash equivalents: Cash and cash equivalents consist of funds on
deposit with banks and liquid investments with original maturities of three
months or less.
Investments: Investments are U.S. Treasury Notes valued at market. The
Company has classified such investments as available-for-sale.
Available-for-sale securities are carried at market with unrealized gains and
losses reported as a separate component of shareholders' equity. Historically,
such unrealized gains and losses have not been material.
Property and Equipment: Property and equipment are recorded at cost.
Depreciation is computed using the straight line method over the estimated
useful lives of the assets, generally five to seven years.
Earnings per share: Earnings per share ("EPS") is computed using the weighted
average number of shares of common stock outstanding during each year. Basic
and diluted EPS were the same for 1998 and 1997.
Taxes on earnings: The Company utilizes the asset and liability method of
accounting for income taxes.
Interest earned: Interest on investments and cash equivalents is recorded when
earned.
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NOTE B - CASH EQUIVALENTS AND INVESTMENTS
Cash equivalents at February 28, 1998, are money market funds. Investments
available-for-sale consist solely of 4-3/4% U.S. Treasury Notes, par value
$100,000, due October 31, 1998.
NOTE C - SALE OF OPERATING BUSINESSES AND RECEIVABLE FROM COVENANT NOT
TO COMPETE On July 12, 1996, the Company's operating businesses were sold for
cash consideration of $174,000. The Company will also receive payments as
consideration for its covenant not to compete with the purchaser. Cash
consideration approximated book value paid for accounts receivable, inventory
and tooling and equipment.
Under the noncompete covenant, the Company may receive up to $156,000 during
the four-year term of the agreement. The amount may be less, however, if a
change occurs in control of the Company. As of February 28, 1998, the Company
has received a total of $72,000. The maximum remaining amount the Company may
receive under the terms of the agreement is $84,000. However, management
estimates the probable value of future payments at $18,829. This amount has
been calculated using the minimum payments receivable which are $750 per month
for the remaining term of 28 months discounted at a 7-1/4% rate.
NOTE D - CAPITAL STOCK AND STOCK OPTIONS
In addition to common stock, the Company is authorized to issue 1,000,000
shares of preferred stock, $1 par value; no preferred shares are outstanding.
The Company's Board of Directors will determine preference terms and conditions
for each series of preferred stock, if issued. No options or warrants to
purchase common stock were outstanding at February 28, 1998.
NOTE E - PLAN OF REORGANIZATION AND ISSUANCE OF ADDITIONAL COMMON STOCK
The Plan of Reorganization, confirmed December 9, 1992, provided for the
exchange of unissued common stock for debentures and preferred stock cancelled
under the Plan. To qualify for exchange, the Plan further provided that
certificates representing such cancelled securities must be surrendered to the
Company by December 9, 1997. The balance of the amount reserved for common
stock issuable for certificates which were not surrendered by that date, in the
amount of $63,898, has been transferred to Additional Paid In Capital.
NOTE F - INDUSTRY
Prior to the sale of its businesses, the Company produced and imported
measuring instruments, a single industry segment.
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NOTE G - OTHER INCOME
Other income consists of the following:
1998 1997
Interest $24,007 $19,326
Settle trademark litigation -- 18,000
Gain on sale of fixed assets -- 6,907
Earned under covenant not-to-compete 18,749 69,183
$42,756 $113,416
NOTE H - INTEREST EXPENSE Prior to the business sale, interest was paid on
short term bank borrowings at 1% over the New York prime rate. The Company's
effective rate during fiscal 1997 was 9.25% until July 12, 1996, when the
businesses were sold.
NOTE I - COMMITMENTS
Annual rental expense for real property approximated $1,800 for 1998 and $7,000
for 1997. Currently, rental for the Company's Hauppauge, New York, office is
$150 per month.
NOTE J - FEDERAL INCOME TAX The Company has available for federal income tax
purposes net operating loss deductions approximating $280,300 expiring as
follows:
Fiscal year 1999 85,100
2002 59,900
2005 18,700
2006 34,900
2007 38,700
2013 43,000
$280,300
The approximate federal income tax benefit arising from utilization of net
operating loss deductions was $12,000 in fiscal 1997. No amount is provided
for the future value of such deductions since no assurance can be given that
such deductions will be utilized.
Item 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Position(s) Held and
Name Age Duration of Service Family Relationship
Earl M. Anderson, Jr. 73 Director since 1982 None
President since 1977
Walter E. Freeman 73 Director since 1983 None
James R. Hawk 56 Director since l983 None
Treasurer since 1979
Joanne L. Kalt 44 Director since 1990 None
Secretary since 1979
Vice President since 1976
The term of office of all directors will expire at the next Annual Meeting
of Shareholders and when their respective successors have been duly elected and
qualified. The Board of Directors has no standing committees and officers
serve at the pleasure of the directors. The following information provides a
brief account of the business experience of the directors and officers and
their principal occupations during the past five years.
Mr. Anderson has acted as an independent management consultant since 1964.
He became president of Issuer in 1977. He is a director of Sunair Electronics,
Inc., an unaffiliated company.
Mr. Freeman has acted as a financial consultant and bank management
advisor in Alexandria, Virginia, since 1982.
Mr. Hawk serves as Issuer's treasurer on a part-time basis. Since 1989 he
has practiced with a public accounting firm in Danbury, Connecticut.
Mrs. Kalt has been employed by Issuer since 1975 and has served the
Company as Secretary and Vice President for more than five years.
Based solely upon a review of information furnished to the Issuer during
the most recent fiscal year, including written representations, no director,
officer or beneficial owner of more than ten percent of Issuer's common stock
failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act during the most recent fiscal year.
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Item 10. EXECUTIVE COMPENSATION
The following tables sets forth compensation paid or accrued to the chief
executive officer. No director or officer received compensation exceeding
$100,000 for any of the last three completed fiscal years.
SUMMARY COMPENSATION TABLE
Name and Principal All Other
Position Year Paid Deferred Total Compensation
Earl M. Anderson, Jr. 1998 $13,000 -- $13,000 None
President 1997 63,000 -- 63,000 None
1996 48,000 -- 48,000 None
Compensation does not include benefits which may be deemed personal, the amount
of which cannot be precisely determined. No stock option or appreciation
rights were granted for fiscal 1998.
For fiscal 1998, directors' compensation aggregated $800. Attendance was 100%
at one directors' meeting held during the year.
In 1990, Mr. Anderson entered into an agreement with the Company whereunder he
is to receive, for consulting and management services rendered, $48,000 per
annum and annual cost of living increases and bonuses, if any, as may be
approved by the Board of Directors. Provisions include payment equal to his
most recent annual compensation in the event of death and lesser compensation
in the event of disability. Since he currently receives noncompete
compensation from the purchaser of the Company's former businesses, he has
waived the annual payment amount provided for in this agreement.
Except for the arrangement described in the preceding paragraph, the Company
has no formal compensatory plan or contract with respect to the employment,
resignation, retirement or termination of any director or officer, nor arising
from a change in control of the Issuer. However, in the event of a change in
control, directors may consider the award of severance pay to the officers in
recognition of their many years of service to the Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
The following table identifies each person (including any 'group' as that term
is used in the Exchange Act) who is known to Issuer to be the beneficial owner
of more than five percent of the Issuer's outstanding common stock as of
February 28, 1998:
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Title of Name and Address of Amount and Nature of
Class Beneficial Owner Beneficial Owner (1) Percent of Class
Common Earl M. Anderson, Jr. 904,500 shares 22.0%
Stock, 710 NW 57th Street
$.05 Ft. Lauderdale, FL 33309
par
value Troster Singer (2) 400,000 shares 9.7%
30 Montgomery Street
Jersey City, NJ 07302
Leonard Walker 244,750 shares 5.9%
205 Smith Manor Blvd.
West Orange, NJ 07052
(b) Security Ownership of Management
The following table sets forth the number of common shares owned by each
director, and by all directors and officers as a group, as of March 31, 1998:
Title of Name and Address of Amount and Nature of
Class Beneficial Owner Beneficial Owner (1) Percent of Class
Common Earl M. Anderson, Jr. 904,500 shares 22.0%
Stock, 710 NW 57th Street
$.05 Ft. Lauderdale, FL 33309
par
value Walter E. Freeman 11,000 shares 0.3%
921 Croton Drive
Alexandria, VA 22308
James R. Hawk 23,500 shares 0.6%
146 Deer Hill Avenue
Danbury, CT 06810
Joanne L. Kalt 48,000 shares 1.2%
1324 Motor Parkway
Hauppauge, NY 11788
Directors and officers 987,000 shares 24.0%
as a group (4 persons)
(1) The named owners have sole voting and investment powers with respect to
shares held. (2) Troster Singer is a division of Spear, Leeds & Kellogg.
17
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Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits and index of exhibits
The following exhibits are included in Item 13(c). Other exhibits have been
omitted since the required information is not applicable to registrant.
Exhibit Page
3 Certificate of incorporation and by-laws (incorporated
by reference). 18
4 Instruments defining the rights of holders,
(incorporated by reference). 19
11 Statement re: computation of per share earnings 19
22 Subsidiaries of the registrant. 19
(b) Reports on Form 8-K
No Report on Form 8-K was filed during the fourth quarter of the period for
which this Annual Report is filed.
(c) Exhibits
Exhibit 3: Certificate of Incorporation and by-laws
(a) Certificate of Incorporation of registrant consisting of:
(i) Restated Certificate of Incorporation dated June 21, 1965;
(ii) Certificate of Amendment of the Certificate of Incorporation
dated October 21, 1969;
(iii) Certificate of Amendment of the Certificate of Incorporation
dated August 1, 1973;
(iv) Certificate of Amendment of the Certificate of Incorporation dated
September 9, 1974; and,
18
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(v) Certificate of Amendment of the Certificate of Incorporation dated
August 25, 1976, are incorporated herein by reference to Exhibit 3(a) to
registrant's Annual Report on Form 10-K for the year ended February 28,
1981.
(vi) Certificate of Amendment of the Certificate of Incorporation dated
September 16, 1983, is incorporated herein by reference to Exhibit 3(a) to
registrant's Annual Report on Form 10-K for the year ended February 29, 1984.
(b) Corporate by-laws of registrant are incorporated herein by reference to
Exhibit 3(b) to registrant's Annual Report on Form 10-K for the year ended
February 28, 1981.
Exhibit 4: Instruments defining the rights of holders
Common Stock Certificate of registrant is incorporated herein by reference to
Exhibit 4(a) to registrant's Annual Report on Form 10-K for the year ended
February 28, 1981.
Exhibit 11: Statement re: computation of per share earnings
Year ended February 28
1998 1997
come (loss) $(42,962) $56,706
Average number of common shares outstanding 4,119,902 4,119,902
Net income (loss) per share of common stock
(basic and diluted) $(.010) $.014
Exhibit 22: Subsidiary of the registrant
Subsidiary corporation: Jurisdiction of incorporation:
Environmental Concepts, Inc. State of Delaware
19
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized. DISTINCTIVE DEVICES, INC. (Registrant)
May 9, 1998 by: /s/ EARL M. ANDERSON, JR.
Earl M. Anderson, Jr.
President and Principal
Executive Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
May 9, 1998 /s/ WALTER E. FREEMAN
Walter E. Freeman
Director
May 9, 1998 /s/ JAMES R. HAWK
James R. Hawk
Director, Treasurer and
Principal Accounting Officer
May 9, 1998 /s/ JOANNE L. KALT
Joanne L. Kalt
Director, Vice President
and Secretary
May 9, 1998 /s/ EARL M. ANDERSON, JR.
Earl M. Anderson, Jr.
Director, President and
Principal Executive Officer
20
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-28-1988
<PERIOD-END> FEB-28-1998
<CASH> 339,539
<SECURITIES> 99,500
<RECEIVABLES> 7,574
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 446,613
<PP&E> 630
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0
0
<COMMON> 205,995
<OTHER-SE> 630,178
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<SALES> 0
<TOTAL-REVENUES> 42,756
<CGS> 0
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<OTHER-EXPENSES> 85,718
<LOSS-PROVISION> (42,962)
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<INCOME-PRETAX> 0
<INCOME-TAX> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (0.010)
<EPS-DILUTED> (0.010)
</TABLE>
