2000
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended June 30, 2000.
or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _______ to _______
Commission file number: 0-12742
SPIRE CORPORATION
--------------------------------------------------------------------------------
(Name of Small Business Issuer as Specified in its Charter)
Massachusetts 04-2457335
--------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization
One Patriots Park, Bedford,
Massachusetts 01730-2396 781-275-6000
--------------------------------------------------------------------------------
(Address of Principal (Zip Code) (Issuer's Telephone Number,
Executive Offices) Including Area Code)
Securities registered under
Section 12(b) of the Exchange Act: Name of Each Exchange
Title of Each Class on Which Registered
--------------------------------------------------------------------------------
Not applicable Not applicable
Securities registered under
Section 12(g) of the Exchange Act: Common Stock, $.01 par value, Nasdaq
----------------------------------------------
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 |_|
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. There were 3,313,840 outstanding
shares of the issuer's only class of common equity, Common Stock, $.01 par
value, on July 31, 2000.
Transitional Small Business Disclosure Format (Check One): Yes |_| No |X|
================================================================================
<PAGE>
SPIRE CORPORATION
INDEX
Page Number
-----------
PART I - FINANCIAL INFORMATION
------------------------------
Condensed Consolidated Balance Sheets at
June 30, 2000 (unaudited) and December 31, 1999 3
Condensed Consolidated Statements of Operations
For the Three Months Ended June 30, 2000 and 1999 and
For the Six Months Ended June 30, 2000 and 1999 (unaudited) 4
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999 (unaudited) 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations 8 - 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
2
<PAGE>
SPIRE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE><CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets
--------------
Cash and cash equivalents $ 7,580,955 $ 10,709,370
Accounts receivable, trade:
Amounts billed 2,421,846 2,017,865
Retainage 50,877 50,878
Unbilled costs 471,850 343,242
------------ ------------
2,944,573 2,411,985
Less allowance for doubtful accounts 108,000 107,000
------------ ------------
Net accounts receivable 2,836,573 2,304,985
------------ ------------
Inventories (Note 2) 1,391,408 1,862,933
Prepaid expenses and other current assets 265,922 351,948
------------ ------------
Total current assets 12,074,858 15,229,236
------------ ------------
Property and equipment 14,877,923 14,640,003
Less accumulated depreciation and amortization 12,742,533 12,621,001
------------ ------------
Net property and equipment 2,135,390 2,019,002
------------ ------------
Patents (less accumulated amortization, $462,358 in 2000 and $448,507 in 1999) 94,119 106,956
Other assets 15,351 8,271
------------ ------------
109,470 115,227
------------ ------------
$ 14,319,718 $ 17,363,465
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
-------------------
Accounts payable $ 460,075 $ 1,280,951
Accrued liabilities 888,535 1,197,624
Federal and State income taxes payable -- 1,070,000
Advances on contracts in progress 950,334 1,962,300
------------ ------------
Total current liabilities 2,298,944 5,510,875
------------ ------------
Stockholders' equity
--------------------
Common stock, $.01 par value; shares authorized 20,000,000;
issued 3,866,000 shares in 2000 and 3,818,926 shares in 1999 38,660 38,189
Additional paid-in capital 10,013,153 9,846,239
Accumulated earnings 3,188,649 3,187,851
------------ ------------
13,240,462 13,072,279
Treasury stock at cost, 552,160 shares (1,219,688) (1,219,688)
------------ ------------
Total stockholders' equity 12,020,774 11,852,591
------------ ------------
$ 14,319,718 $ 17,363,465
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
SPIRE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE><CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales and revenues
Contract research, service and license revenues $ 1,935,000 $ 2,227,249 $ 4,311,954 $ 4,882,346
Sales of manufacturing equipment 1,224,114 454,329 3,378,780 1,616,948
----------- ----------- ----------- -----------
Total sales and revenues 3,159,114 2,681,578 7,690,734 6,499,294
----------- ----------- ----------- -----------
Costs and expenses
Cost of contract research, services and licenses 1,761,049 1,708,038 3,292,670 3,524,059
Cost of manufacturing equipment 769,374 395,849 2,083,293 1,402,274
Selling, general and administrative expenses 1,218,216 1,114,684 2,556,576 2,232,309
----------- ----------- ----------- -----------
Total costs and expenses 3,748,639 3,218,571 7,932,540 7,158,642
----------- ----------- ----------- -----------
Loss from operations (589,525) (536,993) (241,806) (659,348)
Interest income (expense), net 117,511 (21,313) 242,604 (48,112)
----------- ----------- ----------- -----------
Earnings (loss) before income taxes (472,014) (558,306) 798 (707,460)
Income tax expense (205,600) -- -- --
----------- ----------- ----------- -----------
Net earnings (loss) $ (266,414) $ (558,306) $ 798 $ (707,460)
=========== =========== =========== ===========
Earnings (loss) per share of common stock - basic $ (0.08) $ (0.17) $ 0.00 $ (0.22)
=========== =========== =========== ===========
Earnings (loss) per share of common stock - diluted $ (0.08) $ (0.17) $ 0.00 $ (0.22)
=========== =========== =========== ===========
Weighted average number of common and common
equivalent shares outstanding - basic 3,313,840 3,244,183 3,303,211 3,243,945
=========== =========== =========== ===========
Weighted average number of common and common
equivalent shares outstanding - diluted 3,313,840 3,244,183 3,383,765 3,243,945
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
SPIRE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE><CAPTION>
Six Months Ended June 30,
-----------------------------
2000 1999
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 798 $ (707,640)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization 218,568 493,144
Loss on sale of equipment 6,454
Changes in assets and liabilities:
Accounts receivable (531,588 596,498
Inventories 471,525 560,801
Prepaid expenses and other current assets 86,026 79,195
Income taxes payable (1,070,000) --
Accounts payable and accrued liabilities (1,129,965) (243,453)
Advances on contracts in progress (1,011,966) (572,863)
------------ ------------
Net cash provided by (used in) operating activities (2,960,148) 205,682
------------ ------------
Cash flows from investing activities:
Capital expenditures (327,637) (467,815)
Patent expenditures (1,015) (5,064)
Other assets (7,080) (48,949)
Proceeds from sale of equipment 80 --
------------ ------------
Net cash used in investing activities (335,652) (521,828)
------------ ------------
Cash flows from financing activities:
Net borrowings on short-term debt -- 550,000
Exercise of stock options 167,385 3,287
------------ ------------
Net cash provided by financing activities 167,385 553,287
------------ ------------
Net increase (decrease) in cash and cash equivalents (3,128,415) 237,141
Cash and cash equivalents, beginning of period 10,709,370 121,866
------------ ------------
Cash and cash equivalents, end of period $ 7,580,955 $ 359,189
============ ============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest expense $ 5,369 $ 21,313
============ ============
Income taxes $ 1,070,000 $ 3,000
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
SPIRE CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(1) Interim Financial Statements
----------------------------
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
fairly present the Company's financial position as of June 30, 2000 and
the results of operations for the three and six months ended June 30,
2000 and 1999 and changes in cash flows for the six months ended June 30,
2000 and 1999. The results of operations for the three and six months
ended June 30, 2000 are not necessarily indicative of the results to be
expected for the fiscal year ending December 31, 2000.
The accounting policies followed by the Company are set forth in
Note 2 to the Company's consolidated financial statements in its annual
report on Form 10-KSB for the year ended December 31, 1999.
The financial statements, with the exception of the December 31,
1999 balance sheet, are unaudited and have not been examined by
independent certified public accountants.
(2) Inventories
-----------
Inventories consist of the following:
June 30, December 31,
2000 1999
---------- ----------
Raw materials $ 687,476 $ 653,695
Work in process 703,932 1,044,331
Finished goods -- 164,907
---------- ----------
$1,391,408 $1,862,933
========== ==========
(3) Earnings Per Share
The reconciliation of the denominators of the basic and diluted
earnings (loss) per share computations for the Company's reported
earnings (loss) is as follows:
<TABLE><CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
----------------------- -----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average number of shares
outstanding - basic 3,313,840 3,244,183 3,303,211 3,243,945
Add net additional common shares upon
exercise of common stock options -- -- 80,554 --
--------- --------- --------- ---------
Adjusted weighted average common
shares outstanding - diluted 3,313,840 3,244,183 3,383,765 3,243,945
========= ========= ========= =========
</TABLE>
6
<PAGE>
4) Operating Segments and Related Information
------------------------------------------
The following table presents certain operating division
information. For Spire Optoelectronics for the three and six months ended
June 30, 2000, the information relates to research and development
activities, primarily for the U.S. government.
<TABLE><CAPTION>
Spire Spire Spire Total
Solar Optoelectronics Biomedical All Other Company
----------------- ------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
For the Three Months Ended June 30, 2000
----------------------------------------
Net sales and revenues $1,401,919 $ 609,991 $1,109,458 $ 37,746 $3,159,114
Earnings (loss) from operations (324,256) 98,278 (165,003) (198,544) (589,525)
For the Three Months Ended June 30, 1999
----------------------------------------
Net sales and revenues $ 715,898 $1,029,606 $ 936,074 -- $2,681,578
Loss from operations (210,975) (263,327) (62,691) -- (536,993)
For the Six Months Ended June 30, 2000
----------------------------------------
Net sales and revenues $3,531,818 $1,429,775 $2,465,086 $ 264,055 $7,690,734
Earnings (loss) from operations (166,354) 191,606 (41,431) (225,629) (241,806)
For the Six Months Ended June 30, 1999
----------------------------------------
Net sales and revenues $2,193,298 $2,319,544 $1,986,452 $ -- $6,499,294
Loss from operations (359,756) (283,190) (16,421) -- (659,348)
</TABLE>
The segments above are presented on a basis consistent with December
31, 1999, and there have been no material changes in identifiable assets for the
reportable segments since December 31, 1999.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------
OVERVIEW
Spire develops, manufactures and markets highly-engineered photovoltaic
module manufacturing equipment and provides biomedical processing services.
Spire is the world's leader in the design and manufacture of specialized
equipment for the production of terrestrial photovoltaic modules from solar
cells, with its equipment installed in 144 factories and in 39 countries.
Spire's value-added service offerings to biomedical customers provide surface
treatments to enhance the performance of medical products. Spire also conducts
research and development activities, primarily for the U.S. government.
Results of Operations
---------------------
The following table sets forth certain items as a percentage of net
sales and revenues for the periods presented:
<TABLE><CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
------------------- -------------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales and revenues 100.0% 100.0% 100.0% 100.0%
Cost of sales and revenues 80 79 70 76
------ ------ ------ ------
Gross profit 20 22 30 24
Selling, general and administrative expenses 39 42 33 34
------ ------ ------ ------
Loss from operations (19) (20) (3) (10)
Loss before income taxes (15) (21) -- (11)
Income tax expense (7) -- -- --
------ ------ ------ ------
Net loss (8%) (21%) 0% (11%)
====== ====== ====== ======
</TABLE>
THREE AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE AND SIX MONTHS ENDED
JUNE 30, 1999
Net Sales and Revenues
Net sales and revenues increased $477,000 or 18% for the three months
ended June 30, 2000 to $3,159,000, compared to $2,682,000 for the three months
ended June 30, 1999. Contract research, service and license revenues decreased
$292,000 or 13% to $1,935,000 for the three months ended June 30, 2000 compared
to $2,227,000 for 1999. Manufacturing equipment sales increased $770,000 or 169%
to $1,224,000 for 2000, compared to $454,000 for 1999. The following table
categorizes the Company's net sales and revenues for the periods presented:
<TABLE><CAPTION>
Three Months Ended June 30,
----------------------------------------
2000 1999 % Change
---------- ---------- ----------
<S> <C> <C> <C>
Contract research, service and license revenues $1,935,000 $2,227,000 (13%)
Manufacturing equipment sales 1,224,000 454,000 169%
---------- ----------
Net sales and revenues $3,159,000 $2,682,000 18%
========== ==========
</TABLE>
Net sales and revenues increased $1,192,000 or 18% for the six months
ended June 30, 2000 to $7,691,000, compared to $6,499,000 for the six months
ended June 30, 1999. Contract research, service and license revenues decreased
$570,000 or 12% to $4,312,000 for the six months ended June 30, 1999 compared to
$4,882,000 for 1999. Manufacturing equipment sales increased $1,762,000 or 109%
to $3,379,000 for 2000, compared to $1,617,000 for 1999.
8
<PAGE>
The following table categorizes the Company's net sales and revenues for
the periods presented:
<TABLE><CAPTION>
Six Months Ended June 30,
----------------------------------------
2000 1999 % Change
---------- ---------- ----------
<S> <C> <C> <C>
Contract research, service and license revenues $4,312,000 $4,882,000 (12%)
Manufacturing equipment sales 3,379,000 1,617,000 109%
---------- ----------
Net sales and revenues $7,691,000 $6,499,000 18%
========== ==========
</TABLE>
The increase in manufacturing equipment sales for the three and six
month periods ended June 30, 2000 is primarily due to capacity expansion in
photovoltaic module production. The decline in contract research, service and
license revenues for the three and six month periods ended June 30, 2000 is
primarily due to the sale of the Optoelectronics business, as well as delays in
performance by a subcontractor.
Cost of Sales and Revenues
The cost of sales and revenues increased $426,000 to $2,530,000, and
increased to 80% of net sales and revenues, for the quarter ended June 30, 2000,
compared to $2,104,000 or 78% of net sales and revenues for the quarter ended
June 30, 1999.
The cost of contract research, service and license revenues increased
$53,000 to $1,761,000, and increased to 91% of related revenues, for the quarter
ended June 30, 2000, compared to $1,708,000 or 77% of related revenues for the
quarter ended June 30, 1999. The increase is due to lower volume resulting in
unfavorable absorption of fixed costs. Cost of manufacturing equipment sales
increased $373,000 to $769,000, and decreased to 63% of related sales, for the
quarter ended June 30, 2000, compared to $396,000 or 87% of related sales, for
the quarter ended June 30, 1999. Cost of manufacturing equipment sales decreased
as a percentage of sales due to an increase in sales volume, resulting in a
favorable absorption of fixed costs.
The following table categorizes the Company's cost of sales and
revenues for the periods presented, stated in dollars and as a percentage of
related sales and revenues:
<TABLE><CAPTION>
Three Months Ended June 30,
----------------------------------------------------------
2000 % 1999 %
---------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Cost of contract research, service and licenses $1,761,000 91% $1,708,000 77%
Cost of manufacturing equipment 769,000 63% 396,000 87%
---------- ----------
Total cost of sales and revenues $2,530,000 80% $2,104,000 78%
========== ==========
</TABLE>
The cost of contract research, service and license revenues decreased
$232,000 to 3,292,000, and decreased to 76% of related revenues, for the six
months ended June 30, 2000, compared to $3,524,000 or 72% of related revenues
for the six months ended June 30, 1999. The decrease as a percentage of sales is
due to a one time license sale of $500,000 which increased revenues without any
associated costs. Cost of manufacturing equipment sales increased $681,000 to
$2,083,000, and decreased to 62% of related sales, for the six months ended June
30, 2000, compared to $1,402,000 or 87% of related sales, for the six months
ended June 30, 1999. Cost of manufacturing equipment sales decreased as a
percentage of sales due to an increase in sales volume resulting in a favorable
absorption of fixed costs.
The following table categorizes the Company's cost of sales and
revenues for the periods presented, stated in dollars and as a percentage of
related sales and revenues:
<TABLE><CAPTION>
Six Months Ended June 30,
--------------------------------------------------------
2000 % 1999 %
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Cost of contract research, service and license revenues $3,292,000 76% $3,524,000 72%
Cost of manufacturing equipment sales 2,083,000 62% 1,402,000 87%
---------- ----------
Total cost of sales and revenues $5,375,000 70% $4,926,000 76%
========== ==========
</TABLE>
9
<PAGE>
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the quarter ended June
30, 2000 increased $104,000 to $1,218,000, and decreased to 39% of sales and
revenues, compared to $1,115,000 or 42% of sales and revenues for the quarter
ended June 30, 1999. The increase in selling, general and administrative
expenses is due to the Company investing in its sales and marketing activities
by increasing consulting costs.
Selling, general and administrative expenses for the six months ended
June 30, 2000 increased $324,000 to $2,557,000, and decreased to 33% of sales
and revenues, compared to $2,232,000 or 34% of sales and revenues for the six
months ended June 30, 1999. The increase in selling, general and administrative
expenses is due to the Company investing in its sales and marketing activities
by increasing consulting costs.
Interest
The Company earned $120,000 of interest income for the quarter ended
June 30, 2000, compared to no interest income for the quarter ended June 30,
1999. The Company incurred interest expense of $2,369 in the second quarter of
2000 of which none was capitalized, compared to $21,313 of interest expense for
the quarter ended June 30, 1999.
Income Taxes
The Company recorded a tax benefit of $205,000 for the quarter ended
June 30, 2000 compared to no tax benefit/expense for the same period of 1999.
The Company recorded no income tax expenses for the six months ended June 30,
2000 and June 30, 1999.
Net Earnings (Loss)
The Company reported a net loss for the quarter ended June 30, 2000 of
$266,000, compared to a net loss of $558,000 for the quarter ended June 30,
1999. The Company reported a net profit of $798 for the six months ended June
30, 2000, compared to a net loss of $707,000 to the same period of 1999.
LIQUIDITY AND CAPITAL RESOURCES
To date the Company has been able to fund its liquidity requirements
using cash from operations and available lines of credit. On July 25, 2000, the
Company entered into a revolving credit agreement with the Silicon Valley Bank,
replacing its previous credit facility with the Bank. This agreement provides
for a $2 million revolving credit facility, based upon eligible accounts
receivable requirements. This line of credit has been established to provide the
Company with resources for general working capital purposes and Standby Letter
of Credit Guarantees for foreign customers. The line is secured by all assets of
the Company. At June 30, 2000, interest on the line was at the Bank's prime rate
plus 1/2 percent on receivable loans. The line contains covenants including
provisions relating to profitability and net worth. The Company is currently
compliant with the terms of this credit agreement. As of June 30, 2000, the
Company had no outstanding debt under this revolving credit facility.
The Company believes it has sufficient resources to finance its current
operations for the foreseeable future through working capital available cash
reserves, its existing line of credit and available lease arrangements. Cash and
cash equivalents decreased $3,128,000 to $7,581,000 at June 30, 2000, from
$10,709,000 at December 31, 1999, as a result of a reduction in trade payable, a
tax payment and cash used in operations during the first six months of 2000. To
date there are no material commitments by the Company for capital expenditures.
At June 30, 2000, the Company's retained earnings were $3,189,000, compared to
$3,188,000 as of December 31, 1999. Working capital as of June 30, 2000
increased 1% to $9,776,000, compared to $9,718,000 as of December 31, 1999.
10
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities" was issued.
The Company will adopt SFAS No. 133, as amended by SFAS No. 137 and SFAS No.
138, on January 1, 2001 and it will not have a material effect on the
consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition." An amendment has delayed the
effective date until the fourth quarter of 2000. The Company is reviewing the
requirements of this standard and has not yet determined the impact of this
standard on its consolidated financial statements.
IMPACT OF INFLATION AND CHANGING PRICES
Historically, the Company's business has not been materially impacted
by inflation. Manufacturing equipment sales are generally quoted, manufactured
and shipped within a cycle of approximately six months, allowing for orderly
pricing adjustments to the cost of labor and purchased parts. The Company has
not experienced any negative effects from the impact of inflation on long-term
contracts. The Company's service business is not expected to be seriously
affected by inflation because its procurement-production cycle typically ranges
from two weeks to several months, and prices generally are not fixed for more
than one year. Research and development contracts usually include cost
escalation provisions.
FOREIGN EXCHANGE FLUCTUATION
The Company sells only in U.S. dollars, generally against an
irrevocable confirmed letter of credit through a major U.S. bank. Therefore the
Company is not directly affected by foreign exchange fluctuations on its current
orders. However, fluctuations in foreign exchange rates do have an effect on the
Company's customers' access to U.S. dollars and on the pricing competition on
certain pieces of equipment that the Company sells in selected markets.
THE FOREGOING STATEMENTS MAY INCLUDE FORWARD-LOOKING STATEMENTS SUBJECT
TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE
SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED OR REFERRED
TO IN THIS REPORT AND IN ITEM 6 OF THE ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 1999.
11
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
--------------------------
The Company is subject, from time to time, to legal proceedings and
claims arising out of its business, which cover a wide range of matters.
Management, after review and consultation with counsel, considers that any
liability from all of these legal proceedings and claims would not materially
affect the consolidated financial position, results of operations or liquidity
of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
On May 23, 2000, the Company held a Special Meeting in Lieu of Annual
Meeting of Stockholders to vote on the following proposal:
To fix the number of directors at six and to elect six members of the
Board of Directors. Nominees for Director were: (a) Michael T. Eckhart,
(b) Udo Henseler, (c) Roger G. Little, (d) Roger W. Redmond, (e) John
A. Tarello, (f) Anthony J. Viscogliosi.
<TABLE><CAPTION>
Shares Shares Voting Against Shares Broker
Proposal Voting For or Authority Withheld Abstaining Non-Votes
---------------------- ------------------ --------------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Michael T. Eckhart 3,009,963 32,560 0 243,065
Udo Henseler 3,009,963 32,560 0 243,065
Roger G. Little 3,009,963 32,560 0 243,065
Roger W. Redmond 3,009,963 32,560 0 243,065
John A. Tarello 3,009,963 32,560 0 243,065
Anthony J. Viscogliosi 3,009,963 32,560 0 243,065
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
A. The following exhibits are filed herewith:
27 Financial Data Schedule
B. During the quarter ended June 30, 2000, the Company filed no reports on
Form 8-K.
12
<PAGE>
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.
SPIRE CORPORATION
(Registrant)
14 August 2000 By:/s/ Roger G. Little
----------------------- -------------------------------------------------
Date Roger G. Little
President, Chief Executive Officer and
Chairman of the Board
14 August 2000 By:/s/ Richard S. Gregorio
----------------------- -------------------------------------------------
Date Richard S. Gregorio
Vice President and Chief Financial Officer,
Treasurer, Clerk and Principal Accounting Officer
13
