<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
(MARK ONE)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
-------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OR THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------------- -------------------
Commission file number 0-11933
---------------------------------------------------
LASERTECHNICS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 85-0294536
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.
5500 WILSHIRE AVENUE NE, ALBUQUERQUE, NEW MEXICO 87113
- --------------------------------------------------------------------------------
(Address or principal executive offices) (Zip Code)
(505) 822-1123
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
------- --------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS.
Check whether the registrant has filed all documents and reports required
to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
YES NO
------- -------
APPLICABLE ONLY TO CORPORATE ISSUERS
Shares of common stock outstanding on May 2, 1996, 30,147,527. Shares of
nonvoting convertible common stock outstanding on May 2, 1996, 2,249,842.
Transitional Small Business Disclosure Format (Check One);
YES NO X
------- --------
<PAGE>
LASERTECHNICS, INC.
INDEX
-----
Page
No.
----
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
------ ------------------------------
Consolidated Balance Sheets
at March 31, 1996 and
December 31, 1995................................... 2
Consolidated Statements of
Operations, three months ended
March 31, 1996 and 1995............................. 5
Consolidated Statements of
Cash Flows, three months ended
March 31, 1996 and 1995............................ 6
Notes to Condensed Consolidated
Financial Statements............................... 7
Item 2. Management's Discussion and Analysis of
------ ---------------------------------------
Consolidated Financial Condition and
------------------------------------
Results of Operations.................................... 8
---------------------
PART II. OTHER INFORMATION.......................................... 12
Item 1. Legal Proceedings
------ -----------------
Item 2. Changes in Securities
------ ---------------------
Item 3. Defaults Under Senior Securities
------ --------------------------------
Item 4. Submission of Matters to a Vote of
------ ----------------------------------
Security Holders
----------------
Item 5. Other Information
------ -----------------
Item 6. Exhibits and Reports on form 8-K
------ --------------------------------
Signatures............................................................. 14
<PAGE>
PART 1. CONDENSED FINANCIAL INFORMATION
Item 1. Financial Statements
LASERTECHNICS, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 3,314,039 $ 1,892,357
Accounts receivable - trade, less
allowance for doubtful accounts of
$219,612 in 1996 and $278,263 in 1995
5,644,166 4,040,247
Inventory 4,442,219 3,989,350
Inventory deposit 481,122 591,630
Prepaid expenses 325,117 155,859
Other 218,485 102,459
----------- -----------
Total Current assets 14,425,148 10,771,902
----------- -----------
Property, plant & equipment, net 2,932,289 3,000,241
Goodwill 234,037 254,546
Other assets 915,304 615,913
----------- -----------
Total assets $18,506,778 $14,642,602
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
LASERTECHNICS, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
<S> <C> <C>
Liabilities and Stockholders' Equity
Current liabilities and Stockholders'
Equity
Convertible notes payable to
stockholders (note 3) $ 0 $ 200,000
Notes payable 400,815 402,945
Accounts payable 4,078,779 3,485,328
Customer advances 278,040 426,978
Commissions payable 132,060 192,548
Product warranty reserve 184,879 256,003
Accrued payroll and payroll taxes 200,871 299,096
Accrued vacation 215,446 205,541
Capital lease obligations in default 1,089,116 1,113,768
Capital lease obligations 46,892 28,944
Other 750,317 478,396
----------- -----------
Total current liabilities 7,377,215 7,089,547
----------- -----------
Convertible debentures 6,636,893 4,405,095
Capital lease obligations 6,115 35,328
Other 168,966 183,046
----------- -----------
Total Liabilities $14,189,189 $11,713,016
=========== ===========
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Stockholders' equity (note 2):
Convertible preferred stock, no par;
10,000,000 shares authorized in
1996 and 1995.
Series A: $1.30 stated value;
1,153,846 shares outstanding
in 1996 and 1995. $ 1,491,272 $ 1,473,394
Series B: $1.42 stated value;
1,056,338 shares outstanding
in 1996 and 1995. 1,491,272 1,473,394
Series C: $1.51 stated value;
708,530 shares outstanding
in 1996 and 1995. 1,069,880 1,069,880
Common stock, $.01 par value. Authorized
41,500,000 shares in 1996 and
1995; issued and outstanding
30,537,500 shares in 1996 and
28,280,798 in 1995 305,375 282,808
Nonvoting convertible common stock, $.01
par value. Authorized 8,500,000
shares in 1996 and 1995; issued and
outstanding 2,849,800 shares in 1996
and 2,249,842 in 1995. Convertible
into voting common stock on a one
share for one share basis. 28,498 22,499
Paid-in Capital 40,562,041 37,339,799
Accumulated deficit (40,630,749) (38,482,188)
------------ ------------
4,317,589 3,179,586
Less - treasury stock, 200,000 common
shares, at cost (Retired on 1/1/96) 0 (250,000)
------------ ------------
Total stockholders' equity 4,317,589 2,929,586
Contingencies and subsequent events
(note 4 )
------------ ------------
Total liabilities and stockholders'
equity $ 18,506,778 $ 14,642,602
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
LASERTECHNICS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1996 1995
------------ ------------
<S> <C> <C>
Sales $ 4,111,701 $ 3,266,475
Cost of sales 2,692,507 2,169,833
----------- -----------
Gross Profit 1,419,194 1,096,642
Expenses:
Research and development 701,520 898,070
General and administrative 1,362,129 983,055
Selling and marketing 1,105,791 868,236
----------- -----------
Loss from operations (1,750,246) (1,652,719)
----------- -----------
Other income (expense):
Interest income 14,539 8,074
Interest expense (290,985) (124,944)
Other (21,493) (5,938)
----------- -----------
(297,939) (122,808)
----------- -----------
Net loss (2,048,185) (1,775,527)
----------- -----------
Preferred stock dividend requirements (100,183) 0
----------- -----------
Net loss applicable to
common stock $(2,148,368) $(1,775,527)
=========== ===========
Net loss per share $ (0.07) $ (0.07)
=========== ===========
Shares of common stock used in
computing net loss per share
(note 1) 31,236,321 25,283,437
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
LASERTECHNICS INC. CONSOLIDATED
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1996 March 31,1995
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $(2,048,185) $(1,775,527)
ADJUSTMENTS:
DEPRECIATION AND AMORTIZATION 454,418 163,116
PROVISION FOR WARRANTY RESERVE 116,248 71,604
PROVISION FOR LOSS ON ACCOUNTS RECEIVABLE 58,651 1,002
----------- -----------
(1,418,868) (1,539,805)
(INCREASE) DECREASE IN:
ACCOUNTS RECEIVABLE (1,545,268) (439,045)
INVENTORY (452,869) (287,090)
INVENTORY DEPOSIT 110,508 135,047
PREPAID EXPENSES (169,258) 56,769
OTHER CURRENT ASSETS (116,026) (43,374)
OTHER ASSETS (299,391) (53,761)
INCREASE (DECREASE) IN:
ACCOUNTS PAYABLE 593,451 (669,457)
CUSTOMER ADVANCES (148,938) (20,182)
COMMISSIONS PAYABLE (60,488) (189,873)
PRODUCT WARRANTY RESERVE (71,124) (80,613)
ACCRUED PAYROLL AND TAXES (98,225) (101,931)
ACCRUED VACATION 9,905 29,269
OTHER LIABILITIES 257,841 190,848
----------- -----------
(1,989,882) (1,473,393)
----------- -----------
NET CASH USED BY OPERATING
ACTIVITIES (3,408,750) (3,013,198)
CASH FLOWS FROM INVESTING ACTIVITIES:
CAPITAL EXPENDITURES (64,598) (215,325)
----------- -----------
NET CASH USED BY
INVESTING ACTIVITIES (64,598) (215,325)
CASH FLOWS FROM FINANCING ACTIVITIES:
PRINCIPAL PAYMENTS ON FINANCING AGREEMENTS (202,130) 2,600,851
PROCEEDS FROM ISSUANCE OF CONVERTIBLE DEBENTURES 5,500,000 (115,876)
CONVERTIBLE DEBENTURE ISSUANCE COSTS (385,000) 0
PRINCIPAL PAYMENTS ON CAPITAL LEASE OBLIGATIONS (35,917) (44,169)
NET PROCEEDS FROM ISSUANCE OF PREFERRED STOCK 18,077 40,000
----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 4,895,030 2,480,806
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 1,421,682 (747,717)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,892,357 1,427,058
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,314,039 $ 679,341
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
LASERTECHNICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Condensed Consolidated Financial Statements
-------------------------------------------
The accompanying condensed consolidated financial statements are
unaudited and include the accounts of Lasertechnics, Inc.("LASX"), the holding
company, LASX's wholly owned subsidiary Lasertechnics Marking Corporation
("LMC"), LASX's 92 percent owned subsidiary Sandia Imaging Systems Corporation
("SIS"), SIS's wholly owned French subsidiary Sandia Imaging Systems Europe SA
("SIS EUR"), and its wholly-owned subsidiary Quantrad Corporation ("Quantrad")
collectively, the "Company" or "Lasertechnics". Quantrad is currently in the
process of dissolution. All significant intercompany accounts and transactions
have been eliminated. Information contained in the Company's condensed
consolidated financial statements and notes thereto, should be read in
conjunction with the Company's consolidated financial statements and notes
thereto, contained in Lasertechnics' Annual Report on Form 10-KSB/A-1 for the
year ended December 31, 1995.
The Consolidated Balance Sheets at March 31, 1996, and December 31,
1995, the Consolidated Statement of Operations for the three months ended March
31, 1996 and and Consolidated Statements of Cash Flows for the three months
ended March 31, 1996 and 1995, have been prepared by the Company without audit.
In the opinion of management of the Company, all adjustments, consisting of only
normal recurring adjustments necessary to present fairly the financial position
at March 31, 1996 and December 31, 1995, results of operations for the three
month periods ended March 31, 1996 and 1995, and changes in cash flow for the
three month periods ended March 31, 1996 and 1995 have been made.
Loss per common share is based on weighted average common shares
outstanding and does not give effect to the outstanding common stock options,
warrants and convertible debt because the effect would be anti-dilutive.
Certain reclassifications have been made to prior year amounts in
order to present the results of operation and discussion of liquidity and
capital resources on a consistent basis.
2. Issuance of Common Stock
------------------------
During the quarter ended March 31, 1996, a total of 1,756,729 shares
of Lasertechnics unregistered common stock were issued, of which 24,027 shares
were issued to the Chairman as 1995 compensation at a value of $40,000.
Employees exercised stock options to convert 16,947 shares and the remaining
shares were from debenture conversions.
3. Debt Financing
--------------
On March 13, 1996, the Company raised $5.5 million in cash from the
sale of 10% convertible debentures. These debentures are convertible into
common stock at $2.00 per share, or at 85% of
7
<PAGE>
the average 5 day closing bid price for the five trading days immediately prior
to the conversion date at the option of the debenture holder. Debentures are
placed in denominations of at least $50,000 and multiples of at least $50,000 in
excess thereof. Debenture interest accrues at a rate of 10% per annum and is
payable in stock upon conversion. Debentures can be converted into common stock
in increments of 1/4, 1/4, 1/4, and 1/4 beginning the 60th, 90th, 120th and
150th days after the final closing. At the end of 3 years from the closing
date, all debentures will automatically be converted into common stock.
Debenture holders received warrants equal to 20% of position held in shares at a
strike price of $2.00, with a 5 year term.
4. Contingencies
-------------
To date the Company has not reached a settlement with Singapore
Precision Industries (SPI) on the termination of the agreement regarding the
manufacturing of plastic card printers for the imaging business. The Company
currently believes that because of the passage of time, the value of the
$1,810,000 of inventory has decreased. However, neither the final outcome of
negotiations, nor a litigated outcome, in the event a settlement is not reached,
can be predicted. Therefore, the Company has made no provision for any losses as
of March 31, 1996.
The Company is involved in various other claims and legal actions
arising in the ordinary course of business. In the opinion of management of the
Company, after consultation with outside legal counsel, the ultimate disposition
of these matters will not have a material effect on the accompanying condensed
consolidated financial statements. See also Legal Proceedings, Item I, Part II.
5. Subsequent Event
----------------
None.
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations
- ---------------------
Three Months Ended March 31, 1996 Compared to Three Months Ended
- ----------------------------------------------------------------
March 31, 1995
- --------------
Separate Business Units. In anticipation of a possible initial public
-----------------------
offering or spin-off of Sandia Imaging Systems Corp. (SIS), the following
summarized financial data for the two businesses has been prepared. The
summarized financial data of LMC and SIS, as presented herein, do not
necessarily reflect financial position or results of operations of the separate
businesses that might occur if the two entities had no ownership or management
relationships.
8
<PAGE>
<TABLE>
<CAPTION> Marking (LMC)
Corporate (LASX) Imaging (SIS) Consolidated (LASX)
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
Current assets $ 9,137,918 $ 5,564,572 $14,702,490
Non-current assets 2,116,974 1,687,314 3,804,288
----------- ----------- -----------
$11,254,892 $ 7,251,886 $18,506,778
=========== =========== ===========
Current liabilities $ 3,888,264 $ 3,488,951 $ 7,377,215
Inter-Co. (receivable) payable (11,765,423) 11,765,423 -
Long-term liabilities 6,643,008 168,966 6,811,974
Stockholders' equity 12,489,043 <8,171,454> 4,317,589
----------- ----------- -----------
$11,254,892 $ 7,251,886 $18,506,778
=========== =========== ===========
Sales $ 2,707,459 $ 1,404,242 $ 4,111,701
Cost of sales 1,563,053 1,129,454 2,692,507
----------- ----------- -----------
Gross profit 1,144,406 274,788 1,419,194
----------- ----------- -----------
Gross margin % 42% 20% 35%
----------- ----------- -----------
Expenses:
Research and development $ 217,389 $ 484,131 701,520
General and administrative 408,399 953,730 1,362,129
Selling and marketing 410,430 695,361 1,105,791
----------- ----------- -----------
Profit/<Loss>
from operations 108,188 <1,858,434> <1,750,246>
Other expense <income> 87,088 210,851 297,939
----------- ----------- -----------
Net Profit/Loss $ 21,100 $(2,069,285) $(2,048,185)
=========== =========== ===========
</TABLE>
Sales. Consolidated sales for the first quarter of 1996 increased
-----
$845,226 from $3,266,475 in 1995. Of the increase, $450,000 was due
to increased shipments of marking spare parts and markers and the addition of a
new product line (BlazerJet (TM)) during the first quarter. In addition,
$676,000 of the increase was due to an increase in imaging sales of plastic card
printers and the related consumables and parts. This was partially offset by the
discontinuation of a product line in December 1995 which provided approximately
$280,000 of sales in the first quarter of 1995. Accounts receivable increased at
March 31, 1996 compared to December 31, 1995 because several large sales
totalling over $1,000,000 were recorded at the end of the quarter.
Cost of Sales. Consolidated cost of sales for the first quarter of
--------------
1996 increased compared to the first quarter of 1995 due to the increase in
sales volume. Gross margin increased slightly from 34% to 35% because of an
increase in the overall gross margin for the marking business. This was due to
the mix of business that included a higher percentage of spare parts which carry
a higher gross margin. This increase was partially offset by lower margins in
the imaging business because of competitive pricing and an increase in product
costs of specific applications for plastic card printers.
9
<PAGE>
Inventory. The Company's consolidated inventory increased $452,869
----------
to $4,442,219 at March 31, 1996 compared to December 31, 1995 due to an
inventory increase in the marking business for BlazerJet(TM) production.
Research and Development. The decrease in consolidated research and
-------------------------
development expense of $196,550 in the first quarter of 1996 compared to the
first quarter of 1995 is due to the completion of major development work on the
BlazerJet(TM) laser marker of which the laser marking business expended
approximately $70,000 in 1995. Additionally, there was a $126,500 reduction of
development costs in the imaging business.
General and Administrative. Consolidated general and administrative
---------------------------
expenses of $1,362,129 were 39% higher than the first quarter of 1995 because of
the expanded and increased worldwide operations in the imaging business.
Selling and Marketing. Selling and marketing expenses in 1996
----------------------
increased by $237,555 compared to 1995 expenses of $868,236. The increase is due
primarily to a $28,000 increase in marketing efforts in the marking business and
a $243,000 increase in marketing and customer service efforts in the imaging
business. The closure of offices in Oxford, England and Keene, New Hampshire
partially offset the increase by approximately $56,000.
Other Income (Expense). The net increase in other expenses of
-----------------------
$175,131 to $297,939 in the first quarter of 1996 compared to the first quarter
1995 is principally due to the interest, amortization, and discount expenses
incurred by the Company on the debenture financings in October 1995 and March
1996. Additional interest expense of approximately $53,000 relates to the
Company's capital lease obligations.
Net Results. The consolidated net loss of $2,048,185 increased
------------
$272,658 from the $1,775,527 loss incurred in the first quarter of 1995. The
increased loss was due to an increase in operating expenses in both the marking
and imaging businesses and lower gross margins in the imaging business.
Liquidity and Capital Resources. Since inception the Company has
--------------------------------
utilized the proceeds from a number of public and private sales of its equity
securities and the exercise of options and warrants to meet its working capital
requirements.
Cash and cash equivalents increased $1,421,682 at March 31, 1996
compared to December 31, 1995. Financing activities generated net cash of
$4,895,030 principally from the issuance of debentures. Operating activities
used net cash of $3,408,750 principally to support the increases of $1,545,268
in accounts receivable, the loss of $2,048,185, an increase in inventory of
$452,869, and an increase of $299,391 in other assets. These changes were
offset by a $593,451 increase in accounts payable which was primarily due to
increased inventory. The increase in accounts receivable was the result of
increased plastic card printer sales at the end of the first quarter compared to
year end. The increase in inventory was due to increased marking products
inventory. The increase in other assets was due to the prepaid debenture
expenses incurred in March 1996. Capital expenditures amounted to $64,598.
10
<PAGE>
The Company's operations in the first quarter of 1996 continued to
generate losses primarily as a result of increases in operating expenses and
lower than expected sales in both the imaging and marking businesses.
Between December 1995 and the end of March 1996, the Company raised
$5.5 in debt from the sale of debentures to provide capital for further
expansion and to fund continuing losses.
The Company's 1996 business plan projects an increase in revenues of
$11.7 million. This increase is projected to occur primarily because of an
increase in imaging segment backlog of $1.7 million at December 31, 1995 and
the awarding of two large imaging contracts in March of 1996 which will generate
approximately $5 million in revenue in 1996. The remaining increase in revenues
is expected to come from $2 million projected new product sales of
DataGlyphs(TM) and $3 million projected new orders in the emerging security card
market. The marking segment sales are projected to be the same level as 1995
with the introduction of the new BlazerJet(TM) product which will offset the
expected decrease from the Anheuser-Busch contract related to Blazer 6000. In
addition, the Company projects gross margin improvements of approximately
$800,000 as the result of improvements in price of parts and reduction in
material cost in the marking segment and a $1 million reduction in the Company's
Research & Development expenditures.
The Company believes that if it can successfully implement the cost
reductions and attain the projected sales levels in the imaging segment, it may
reach positive operating income and positive cash flow from operations for the
fourth quarter of 1996. Because of anticipated timing of new product
introductions and manufacturing cost reductions, together with the necessity to
prepay all or a portion of the lease obligation financing, the Company may need
$10 million of additional external financing to meet its 1996 requirements. A
debenture offering was completed in March 1996 which raised $5.5 million of the
$10 million. Management believes that it will be able to access equity, debt or
bridge financing sufficient to fund the cash requirements beyond cash provided
from operations; however, there are no assurances that the Company will be able
to do so. Currently, there are no existing commitments for any additional
external financing.
In 1983, the City of Albuquerque issued 8% tax-exempt industrial
development revenue bonds in connection with a long-term 25-year capital lease
of the Company's headquarters facility. The principal amount outstanding as of
March 31, 1996 was $1,089,116.
Pursuant to its agreement with the City of Albuquerque, Lasertechnics
is required to maintain a current ratio of at least 1 to 1 and a debt to equity
ratio of not more than 3 to 1. At March 31, 1996, Lasertechnics' current ratio
was 1.99 to 1 and its debt to equity ratio of 3.29 to 1. The Company has a
prepayment agreement with the bondholder whereby the bondholder agreed to waive
its right to call the bond for redemption through April 1, 1996, provided the
lessee pays the base prepayment and an additional prepayment amount of $8,000
per month on a timely basis. All such payments were made on a timely basis. The
lessee has met with the bondholder and anticipates an extension or similar
agreement for a future period. If such an agreement is not completed, it will be
necessary to obtain additional equity financing or refinance the capital lease
obligation amounting to $1,089,116 as of March 31,1996. While management
believes that if required it will be able to obtain such refinancing, there can
be no assurances that the Company will be able to do so. Failure to obtain
financing or to comply with such ratio requirements could result in relocating
to other facilities and the associated disruption of the business, as well as
increased difficulty in obtaining financing and credit, and could affect the
Company's ability to continue as a going concern.
11
<PAGE>
OTHER
Inflation has not had nor is expected to have a material impact on the
operations and financial condition of the Company.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
- ------- -----------------
On February 28, 1996, an investor group filed suit against the Company
in the US District Court for the Southern District of New York. This lawsuit
arises out of the Company's refusal to recognize the investor group's attempt to
exercise an option to purchase 1,400,000 shares of the Company's common stock at
$.495 per share. The option had been granted to the Company's former President
and CEO who attempted to transfer his option to the investor group on the last
day of the option term in September of 1995. On that same day, the investor
group attempted to exercise the option. The Company refused to recognize the
attempted transfer of the option to the investor group on the primary grounds
that the option was granted personally to the Company's former President and CEO
and was not transferable to third-parties. The lawsuit seeks issuance and
registration of the 1,400,000 shares upon payment of the exercise price, or in
the alternative, monetary damages which the investor group alleges to be not
less than $2,800,000. On May 1, 1996, the Company moved to dismiss the
complaint on the grounds that the court in New York lacks personal jurisdiction
over the Company. A decision on that motion is still pending. The Company
believes the claim is without merit and will vigorously oppose it. At March 31,
1996, management estimates that the ultimate outcome will not have a materially
adverse effect upon the Company's financial condition or results of operations.
Management's estimates could change depending on how the lawsuit progresses.
Item 2. Changes in Securities
- ------- ---------------------
None.
Item 3. Defaults Under Senior Securities
- ------- --------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
None.
Item 5. Other Information
- ------- -----------------
None.
Item 6. Exhibits and Reports on Forms 8-K
- ------- ---------------------------------
(a) No Exhibits
12
<PAGE>
(b) Filed 1/2/96
13
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
5/31/96
Date_____________________ LASERTECHNICS, INC.
By: /s/Richard C.E. Morgan
----------------------------
Richard C. E. Morgan
Chairman of the Board &
Chief Executive Officer
By: /s/Ronald Bencke
---------------------------
Ronald Bencke
Vice President and
Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 3,314
<SECURITIES> 0
<RECEIVABLES> 5,864
<ALLOWANCES> 220
<INVENTORY> 4,442
<CURRENT-ASSETS> 14,702
<PP&E> 5,820
<DEPRECIATION> 2,888
<TOTAL-ASSETS> 18,507
<CURRENT-LIABILITIES> 7,377
<BONDS> 0
0
4,017
<COMMON> 305
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 18,507
<SALES> 4,112
<TOTAL-REVENUES> 4,127
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</TABLE>