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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 9, 1994
APOGEE ROBOTICS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-12792 84-0916585
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
1301 Meadowood Lane
Charlotte, North Carolina 28211
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 362-6816
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(1) (a) On July 12, 1995, Apogee Robotics, Inc. ("Registrant"),
entered into an Asset Purchase Agreement with FMC Corp.
("FMC"), to sell the following product (described in (i), (ii)
and (iv) below) and technology (described in (iii) below) for
$40,000.00:
(i) One chassis of an Orbitor 750 automatic guided
vehicle with some power train components;
(ii) One chassis of a prototype Orbitor 6000 vehicle with
a 6000 pound lift and an automation package and two
Lawn II RF spread spectrum radio modems;
(iii) Complete mechanical design of the Orbitor 750 and
6000 products, including mechanical drawings,
electromechanical schematics, bills of materials,
specification sheets, and maintenance manuals; and
(iv) Orbitor 750 Software Quotation Package.
(b) The sale and purchase of the product and technology (the
"Assets") is "as is" without any warranties concerning
performance or fitness of use of the Assets. However,
marketable title and no conflicting claims to the Assets is
warranted by the Registrant. The Closing is scheduled for 5
days after bankruptcy court approval (see item 3 herein) of
the Asset Purchase Agreement, but no later than October 31,
1995.
(c) The sale and purchase of the technology (but not the sale of
the product) is non-exclusive. If the Registrant resumes
normal business, or a third party acquires all or part of the
Registrant, then the Registrant and such third party shall
each have a non-exclusive right to use the technology. Thus,
Registrant may continue to pursue reorganization of its
business notwithstanding the sale of technology to FMC.
(d) Only after the sale has closed, and at FMC's request in its
sole discretion, two of Registrant's officers may be obligated
to provide assistance to FMC in transferring and implementing
the technology.
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(e) The sale of the Assets represents a substantial portion of
the Registrant's property. The amount of consideration to
be paid by FMC was determined by arm's-length negotiation by
the parties.
(2) (a) On October 4, 1994, Registrant's wholly owned subsidiary, AGV
Acquisitions, Inc. (AGV"), entered into an Agreement to
acquire the automatic guided vehicle systems assets of SI
Handling Systems, Inc. ("SI") of Easton, Pennsylvania.
Failing delivery of certain assets to AGV, SI took steps to
recover possession of other assets from AGV. Those actions
and other alleged defaults by SI under the Asset Purchase
Agreement with AGV, resulted in the filing of an Adversary
Proceeding by AGV against SI on January 20, 1995 in the
bankruptcy court in Denver, Colorado.
(b) In the Adversary Proceeding, AGV sought damages for SI's
alleged breach of the Asset Purchase Agreement. AGV alleged
that the sale of SI's AGV assets closed on October 4, 1994;
that SI delivered possession of the assets and its Rochester
Hills facility to AGV on that same date; that, after the
alleged closing, SI refused to pay for work AGV had performed
for SI on uncompleted contracts; that because of unforseen
financial difficulties, AGV was forced to terminate its
business operations at the Rochester Hills facility, thereby
destroying the value of AGV's business.
(c) SI denied the material allegations of the complaint in the
Adversary Proceeding and asserted counterclaims against AGV.
(d) Pursuant to the terms of a proposed settlement agreement dated
September 12, 1995, SI will pay AGV $150,000 in cash,
Registrant will convey any interest they may have acquired in
SI's assets, the claimants will release one another from any
claims that they may have against each other, and all claims
and counterclaims asserted in the Adversary Proceeding will be
dismissed with prejudice. On September 12, 1995, a motion was
filed in the Registrant's Bankruptcy Court proceedings seeking
approval of the proposed Settlement Agreement. The motion is
currently pending Court approval.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On December 9, 1994 the Registrant and AGV filed for protection from their
creditors under Chapter 11 of the Federal Bankruptcy codes in Denver, Colorado,
and is currently operating as a debtor in possession. This filing was the
consequence of transactions involving the Registrant and Conagher and Co.,
Inc., including certain Stock Acquisition Agreements which, in managements
view, Conagher and its principal failed to honor. Registrant's bankruptcy Case
No. 94-22193-CEM, Chapter 11 and AGV's bankruptcy Case No. 94-22194-MSK have
been jointly administered under the Registrant's Case Number.
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Registrant's management is preparing the necessary bankruptcy disclosure
statements in conjunction with it's annual report on Form 10-K along with
preparation of a reorganization plan. Management does not expect to file these
documents until the end of 1995.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Effective January 23, 1995, the Board of Directors of
Registrant approved the engagement of the accounting firm of
Hein + Associates LLP ("Hein") of Denver, Colorado as
independent accountants for Registrant for the year ended June
30, 1995, and the resignation of its previous accountant,
Brock and Company, CPAs, P.C. ("Brock"). The audit work of
Brock was concluded upon in its report on the financial
statements included in Registrant's Annual Report on Form 10K
for the year ended June 30, 1994.
(b) During the two most recent fiscal years and the subsequent
interim period preceding their resignation, there have been no
disagreements with Brock on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure.
(c) Brock's report on Registrant's financial statements for the
fiscal year ended June 30, 1994 contained no adverse opinion
or disclaimer of opinion and was not qualified as to audit
scope or accounting principles. Brock's report on
Registrant's financial statements for the fiscal year ended
June 30, 1994 was qualified by the following paragraph:
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company
has recurring operating losses and negative cash flows from
operations, and has entered into commitments for the
acquisition of a business. These factors raise substantial
doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
(d) During the two most recent fiscal years and the subsequent
interim period preceding Brock's resignation, Registrant was
not advised by Brock that internal controls necessary for
Registrant to develop reliable financial statements do not
exist nor that information has come to its attention that led
it to no longer be able to rely on management's representation
or that has made it unwilling to be associated with the
financial statements prepared by management. Registrant has
not been advised by Brock of the need to expand significantly
the scope of Registrant's audit nor has Registrant been
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advised that during the two most recent fiscal years and the
subsequent interim period preceding their resignation, that
information has come to the attention of Brock that a further
investigation may (i) materially impact the fairness or
reliability of either: a previously issued audit report or the
underlying financial statements, or the financial statements
issued or to be issued covering the fiscal period subsequent
to the date of the most recent financial statements covered by
an audit report or (ii) cause Brock to be unwilling to rely on
management's representations or be associated with
Registrant's financial statements. Registrant has not been
advised by Brock that information has come to its attention
that materially impacts the fairness or reliability of either
(i) a previously issued audit report or the underlying
financial statements or (ii) the financial statements issued
or to be issued covering the fiscal period subsequent to June
30, 1994, and due to the resignation of Brock the issue has
not been resolved to its satisfaction prior to its dismissal.
(e) Registrant has requested that Brock furnish it with a letter
addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of
Brock's letter to the Securities and Exchange Commission is
filed as an exhibit to this Form 8-K.
(f) No consultations occurred between Registrant and Hein during
the two most recent years and any subsequent interim period
prior to Hein's appointment regarding the application of
accounting principles, the type of audit opinion or other
information considered by Registrant in reaching a decision as
to an accounting, auditing or financial reporting issues.
ITEM 5. OTHER EVENTS
(a) Registrant is not current with its filings pursuant to the
Securities Exchange Act of 1934 ("1934 Act") as a result of a
complex bankruptcy estate. However, Registrant's management
expects to file its 10-Q's for the fiscal quarters ending
September 30, 1994, December 31, 1994, March 31, 1995 and
September 30, 1995, and the annual report on Form 10-K for the
fiscal year ended June 30, 1995 on or about January 15, 1996.
(b) Registrant's delay in the issuance of these 1934 Act filings
was because of the complexity of the bankruptcy estate and the
uncertainty of the status of the adversary proceedings against
SI described in Item 2 above.
(c) Registrant is also a named defendant in an action brought
against it and certain of its managers and directors by
Conagher and Co., Inc.. The action was brought in the U.S.
District Court for the Central District of California on
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December 2, 1994 (Case No. CB-ED94-270-RT {GAKX}) and removed
to the U.S. District Court for the District of Colorado on
February 16, 1995. This action alleges various securities
violations and misrepresentations by the Registrant and
includes claims for damages in the amount of $1.42 million,
plus other unspecified damages. Registrant will vigorously
defend the claims asserted by Conagher and may assert
counterclaims against Conagher. The action is currently under
automatic stay by operation of bankruptcy rules, although the
Registrant intends to file a motion before the bankruptcy
court to appoint special counsel for litigation in response to
the Conagher claims. Such a motion could be denied by the
Court.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.A Exhibit A - Letter from Brock & Co., Inc.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
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, this 18 day of October, 1995.
APOGEE ROBOTICS, INC.
By: /s/ JAMES R. CURRIER
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James R. Currier
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Exhibit Descrition Page
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99.A Exihibit A - Letter from Brock & Co., Inc.
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(BROCK AND COMPANY LETTERHEAD)
Securities and Exchange Commission
Mail Stop 9-5
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Form 8-K of Apogee Robotics, Inc. (the
"Registrant") to be filed with the Securities and Exchange Commission in
October, 1995 (the "Form 8-K"), and have the following comments.
We have read Item 4(a) and noted the following:
We have no basis to agree or disagree with the date or action
of the Board of Directors in engaging the accounting firm of Hein +
Associates, LLP. We did not receive formal notice of such an action.
Brock and Company, CPAs, P.C. ("Brock") issued a correspondence dated
August 2, 1995 confirming that the client auditor relationship between
the Registrant and Brock and Company, CPAs P.C. had ceased. We agree
that Brock issued an Independent Auditor's Report on the Registrant's
financial statements that were included in the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1994.
We agree with Item 4(b) and (c).
We have read Item 4(d) and noted the following:
We agree with sentence 1. Brock and Company issued written
communications pertaining to each of the two most recent fiscal years
in accordance with Statement on Auditing Standards (SAS) No. 61 -
Communications with Audit Committees. The Communications contained,
among other items, certain reportable conditions under standards
established by the American Institute of Certified Public Accountants.
These reportable conditions were not considered to be material
weaknesses. We agree that information has not come to our attention
that led us to no longer be able to rely on management's representation
or that we were unwilling to be associated with financial statements
prepared by management.
We agree with sentences 2 and 3 of Item 4(d) as it pertains to
the two most recent fiscal years, and audit reports and underlying
financial statements for those years. We have not performed any service
for the Company subsequent to the annual audit of the financial
statements as of June 30, 1994, and for the year then ended covered by
our audit report. We have not become aware of information that
materially impacts the fairness of financial statements issued or to be
issued covering any fiscal period subsequent to June 30, 1994.
Exhibit A
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Securities and Exchange Commission -2- October 16, 1995
We agree with Item 4(e) and we are issuing this correspondence in response to
this item.
We have no basis to agree or disagree with Item 4(f).
/s/ BROCK AND COMPANY, CPAs, P.C.
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Brock and Company, CPAs, P.C.
Certified Public Accountants
Fort Collins, Colorado
October 16, 1995
