<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
This Amendment No. 1 to the Seiler Pollution Control Systems, Inc. Form 10-K
filed with the Commission on July 12, 1996 repaginates the table of contents,
corrects the Management's Discussion section in Item 7 and provides the
Financial Data Schedule.
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1996
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[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to ______________________
Commission file number 0-22630
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Seiler Pollution Control Systems, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 22-2448906
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
555 Metro Place North, Dublin, Ohio 43017
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(Address of principal executive Offices) (Zip Code)
Registrant's telephone number, including area code 614/791-3272
-----------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.0001 per share.
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.
[x] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [x]
<PAGE>
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.[ ] Yes [ ] No
Not Applicable
The number of shares outstanding of each of the Registrant's classes of
Common Stock, as of June 1, 1996 is 18,805,569 shares, all of one class of
$.0001 par value Common Stock. Of this number a total of 15,535,569 shares
having a market value of $89,329,521, based on the closing price of the
Registrant's common stock of $5.75 on June 13, 1996 as quoted on the NASDAQ
SmallCap market, were held by nonaffiliates of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
None
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<PAGE>
SEILER POLLUTION CONTROL SYSTEMS, INC.
Form 10-K
Fiscal Year Ended March 31, 1996
TABLE OF CONTENTS
Page No.
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PART I
Item 1. Business 1
Item 2. Properties 10
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security-Holders 10
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 10
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 49
PART III
Item 10. Directors and Executive Officers of the Registrant 49
Item 11. Executive Compensation 53
Item 12. Security Ownership of Certain Beneficial Owners
and Management 56
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<PAGE>
Item 13. Certain Relationships and Related Transactions 58
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 59
SIGNATURES 61
SUPPLEMENTAL INFORMATION 62
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<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations - March 31, 1996 v. March 31, 1995
The Company's net loss for the year ended March 31, 1996 was $1,796,727 as
compared to $1,967,813 for the year ended March 31, 1995. The decrease in the
net loss is the result of decreases in professional and consulting fees and
salaries, wages and related fringe benefits. Increases in research and
development expenses mitigated the effects of the expense reductions.
The Company has made payments aggregating $3,226,377 for completion of its
High Temperature Vitrification (HTV) Systems during the year ended March 31,
1996. In addition, $261,048 was expended for the acquisition of property and
equipment. The Company has funded these capital expenditures and operating
losses through the issuance of additional equity securities and loans from
stockholders aggregating $5,163,600 and $827,098, respectively.
The Company expects to incur substantial expenditures to complete the HTV
Systems, including operational start-up costs, and to develop and market
additional Systems. Management's plans to generate additional resources include
consideration of the sale of additional equity securities, alliances or joint
venture agreements with entities interested in the Company's HTV Systems,
project financing agreements or other business transactions which would generate
sufficient resources to assure continuation of the Company's operations.
Results of Operations - March 31, 1995 v. March 31, 1994
- --------------------------------------------------------
The Company has not had any revenues from operations in each of its
fiscal years ended March 31, 1995 and 1994. Customer deposits amounting
to $5,079,000 were utilized as advances to suppliers for and on its
behalf to the manufacturer/supplier of the System (referred to above in
Item 1). Such deposits were refunded in the year ended March 31, 1995.
The receipt of customer deposits (which are cash flow items) were not
revenues since the Company has not sold or delivered the System.
Net loss for the fiscal year ended March 31, 1995 was $1,967,813 as
compared to a net loss of $2,899,707 for the preceding fiscal year.
The principal differences between such losses (a decrease of $931,894)
relate to the facts that while the Company incurred increases of (a)
officers' salaries ($290,563), (b) advertising, promotional and selling
expenses ($200,141), (c) professional fees ($168,702) and (d)
amortization cost ($91,287), it had a considerable reduction in fiscal
1995 of consulting fees of $1,701,083. Additionally, employee welfare,
insurance, office expenses, rent, taxes and certain miscellaneous
expenses increased by an aggregate of $187,971 from the previous fiscal
year while travel and entertainment expenses were reduced by $18,393.
Further, while interest expense was reduced by $123,709, foreign
currency losses decreased by $333.
Consulting fees ($2,007,936) for the fiscal year ended March 31, 1994
primarily related to services rendered regarding location of a corporate
shell and the subsequent revival of the Company as a business entity
engaged in its current activities. Such fees also included payments
made to the Studdert Companies ("SC"), whose president served on the
Company's Board of Directors until March 17, 1995. SC no longer had any
consulting agreements with the Company as of June 30, 1995. Management
of the Company does not currently anticipate that additional consulting
fees in the magnitude heretofore encountered will be incurred within the
foreseeable future; the Company has been able to reduce consulting fees
by approximately 85% for the fiscal year ended March 31, 1995. Monies
expended for professional services relate primarily to legal and
accounting services.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SEILER POLLUTION CONTROL SYSTEMS, INC.
Dated: June 29, 1996 By /s/ Alan B. Sarko
______________________________
Alan B. Sarko, Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Werner Heim Chairman of the Dated: June 29, 1996
___________________________ Board of Directors
Werner Heim and President
/s/ Alan B. Sarko Vice President, Dated: June 29, 1996
___________________________ Treasurer, Secretary,
Alan B. Sarko Chief Financial
Officer, Director
Director
___________________________ Dated: _______, 1996
Ulrich Ernst
/s/ Niklaus Seiler Director Dated: June 29, 1996
___________________________
Niklaus Seiler
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet of Seiler Pollution Control Systems, Inc. and
Subsidiaries as of March 31, 1996, as well as the consolidated statements of
operations, changes in stockholders' equity and cash flows for the year then
ended, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 200,351
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 309,503
<PP&E> 296,181
<DEPRECIATION> 8,403
<TOTAL-ASSETS> 15,045,626
<CURRENT-LIABILITIES> 424,385
<BONDS> 3,215,384
0
0
<COMMON> 1,853
<OTHER-SE> 11,404,004
<TOTAL-LIABILITY-AND-EQUITY> 15,045,626
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,748,842
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 56,153
<INCOME-PRETAX> (1,796,727)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,796,727)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,796,727)
<EPS-PRIMARY> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
