FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1995
[ ] 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 0-16069
SELECTRONICS, INC.
(Exact name of Small Business Issuer as specified in its charter)
Delaware 41-1464586
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Two Tobey Village Office Park, Pittsford, New York 14534
(Address of principal executive offices) (Zip Code)
(716) 248-3875
Registrant's telephone number, including area code
(Former name, former address and former fiscal year,
if changed since last report)
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
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of June 30, 1995
Common Stock, $0.01 par value 111,116,377 shares
<PAGE>
SELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
June 30 and March 31, 1995
(Dollars rounded to nearest thousand, except, per share data)
<TABLE>
<CAPTION>
Assets June 30 March 31
(Unaudited) (Audited)
<S> <C> <C>
Current assets:
Cash $1,621,000 $ 46,000
Accounts receivable, less allowance for 49,000 64,000
doubtful accounts of $9 and $9, respectively
Notes receivable, current position 463,000 463,000
Inventories, net 6,000 6,000
Prepaid royalties 42,000 42,000
Escrow account 87,000 90,000
Other current assets 64,000 63,000
---------- ----------
Total current assets 2,332,000 774,000
Property and equipment, net 104,000 100,000
Capitalized software, net of accumulated
amortization of $9,012 and $8,892, respectively 402,000 434,000
Notes receivable; long term 924,000 924,000
Other assets --- ---
---------- ----------
Total Assets $3,762,000 $2,232,000
========== ==========
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Notes payable $ 120,000 $ 100,000
Shareholder advance 635,000 585,000
Accounts payable 733,000 1,206,000
Accrued expenses 247,000 292,000
Royalties payable 221,000 221,000
---------- ----------
Total Current Liabilities 1,956,000 2,404,000
Term Loan 200,000 200,000
Convertible Notes Payable 1,400,000 1,400,000
Deferred revenue 1,000,000 1,200,000
Research and development financing arrangement 88,000 106,000
---------- ----------
Total Liabilities 4,644,000 5,310,000
Stockholders' Equity (Deficit):
Common stock, $.01 par value; 125,000,000
shares authorized; 114,370,390 and 53,508,004
shares issued, respectively 1,111,000 503,000
Preferred stock, $1 par value, 5,000,000 shares
authorized; none and 2,960,854 issued,
respectively 0 2,961,000
Additional paid-in capital 18,031,000 13,179,000
Accumulated deficit (20,307,000) (20,004,000)
Treasury stock, 3,254,013 shares, respectively 283,000 283,000
---------- ----------
Total Stockholders' Equity (Deficit) (882,000) (3,078,000)
---------- ----------
Total Liabilities and Stockholder's
Equity (Deficit) $3,762,000 $2,232,000
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
SELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars rounded to nearest thousand, except per share data)
(Unaudited)
For the quarters ended June 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Royalty revenue $ 402,000 $ 661,000
Development revenue 61,000 --
Financing arrangement -- 230,000
------------ ------------
463,000 891,000
Cost of revenues 263,000 179,000
------------ ------------
Gross profit 200,000 712,000
Operating expenses:
Selling, general and
administrative 409,000 616,000
Research and development 71,000 85,000
------------ ------------
Total Operating Expenses 480,000 701,000
------------ ------------
Income (Loss) from operations (280,000) 11,000
Other (expense):
Interest expense, net (44,000) (89,000)
Income tax expense (6,000) (41,000)
Other -- -- )
------------ ------------
(50,000) (130,000)
------------ ------------
(Loss) before extraordinary item (330,000) (119,000)
Extraordinary gain on extinguishment
of debt 27,000 5,045,000
------------ ------------
Net Income (loss) $ (303,000) $ 4,926,000
============ ============
Net income (loss) per common share:
Primary
Income before extraordinary
item: (.005) nil
Extraordinary item nil .10
------------ ------------
Net Income (Loss) (.005) .10
========== ==========
Weighted average share outstanding 62,093,350 51,608,408
========== ==========
Fully Diluted:
Income before extraordinary item: (.003) nil
Extraordinary item nil .06
------------ ------------
Net Income (.003) .06
========== ==========
Weighted average shares outstanding 98,428,518 86,908,665
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
SELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars rounded to nearest thousand, except share and per share data)
(Unaudited)
For the quarters ended June 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net Income (loss) $ (303,000) $ 4,926,000
Adjustments to reconcile net income to cash:
Depreciation and amortization 127,000 135,000
Amortization of deferred credits (200,000) (439,000)
Issuance of stock of services (1,000) --
Extraordinary item, gain on extinguishment
of debt (27,000) (5,045,000)
Change in assets and liabilities:
(Increase) decrease in:
Escrow 3,000 899,000
Accounts receivable 15,000 81,000
Inventories -- 2,000
Other assets -- 64,000
Prepaid royalties -- --
(Decrease) increase in:
Accounts payable (446,000) (460,000)
Accrued expenses and royalties payable (26,000) (107,000)
Financing arrangement (18,000) --
----------- -----------
Cash flows provided by operating activities (876,000) 56,000
----------- -----------
Cash flows from investing activities:
Capital expenditures (11,000) (11,000)
Additions to capitalized software (88,000) (81,000)
----------- -----------
Cash flows provided (used) by
investing activities (99,000) (92,000)
----------- -----------
Cash flows from financing activities:
Shareholder advance 50,000 --
Net proceeds sale of stock 2,500,000 4,000
----------- -----------
Cash flows provided (used) by
financing activities 2,550,000 4,000
----------- -----------
Increase (decrease) in cash 1,575,000 (32,000)
Cash, beginning of period 46,000 159,000
----------- -----------
Cash, end of period $ 1,621,000 $ 127,000
=========== ===========
Supplemental Disclosure of Noncash Investing and
Financing Activities;
Conversion of Note Payable and Accrued
Interest, and Accrued Liability to Preferred Stock $ -- $ 2,961,000
=========== ===========
Conversion of Preferred Stock to:
Common Stock $ 296,000
and Additional Paid In Capital $ 2,664,900
===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
SELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the quarter ended June 30, 1995
NOTE 1: BASIS OF PRESENTATION
The financial statements included herein have been prepared by the
Registrant, (also referred to herein as the "Company"), without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. The
information furnished in the financial statements include normal recurring
adjustments and reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of such financial statements. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Registrant believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the financial statements for the year ended March 31,
1995 and the notes thereto included in the Registrant's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission. Dollar amounts, except
per share amounts, have been rounded to the nearest thousand.
NOTE 2: ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
(Dollars in Thousands) June 30 March 31
(Unaudited) (Audited)
Accounts receivable $ 58,000 $ 73,000
Allowance for doubtful
accounts and returns (9,000) (9,000)
-------- --------
$ 49,000 $ 64,000
======== ========
NOTE 3: INVENTORIES
Inventories consist of the following:
(Dollars in Thousands) June 30 March 31
(Unaudited) (Audited)
Finished product $ 15,000 $ 15,000
Valuation allowances (9,000) (9,000)
-------- --------
$ 6,000 $ 6,000
======== ========
5
<PAGE>
NOTE 4: ESCROW ACCOUNT
As of March 31, 1995 and 1994, the Registrant had approximately $90,000
and $1,100,000, respectively, in an escrow account as part of its license with
Houghton Mifflin Company ("Houghton Mifflin"), which agreement was subsequently
assigned by Houghton Mifflin to its spin-off, INSO Corporation ("INSO"),
formerly known as InfoSoft International, Inc. At June 30, 1995, the balance in
the escrow account was $87,000. The amounts withdrawn from the escrow account
were primarily used to reduce the outstanding accounts payable of the
Registrant. The remaining cash will be released when certain conditions
subsequent to the transaction have been satisfied. The Registrant anticipates
that the conditions subsequent to the transaction will be satisfied and the
remaining cash will be released from escrow in fiscal 1996.
NOTE 5: PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
June 30 March 31
(Dollars in Thousands) (Unaudited) (Audited)
Tools, dies and moldings $ 221,000 $ 221,000
Furniture and equipment 1,039,000 1,028,000
Leasehold improvements 108,000 107,000
------------ ------------
1,368,000 1,356,000
Less: accumulated depreciation (1,264,000) (1,256,000)
------------ ------------
$ 104,000 $ 100,000
============ ============
NOTE 6: DEFERRED REVENUE
As of March 31, 1994, the Registrant deferred $2 million to deferred
revenue from cash received as part of the agreement between Microlytics and
InfoSoft. The recognition of this revenue will be deferred until future periods
as earned. During the first fiscal quarter of 1996, the Registrant recognized
$200,000 in revenue. In addition, as a result of the licensing transaction, INSO
will also pay Microlytics future on-going royalties and payments for development
contracts.
NOTE 7: RESEARCH AND DEVELOPMENT FINANCING ARRANGEMENT
In 1991, the Registrant received a nonrefundable cash receipt of $690,000
from a research and development limited partnership under a technology purchase
agreement. Under the terms of the agreement, the limited partnership purchased
the rights to certain software from the Registrant and licensed it to the
Registrant on an exclusive basis until September of 1993. Two stockholders, Mr.
Weiner and Xerox Corporation, are also limited partners and accordingly, this
agreement is accounted for as a financing arrangement. During the first fiscal
quarter of 1996, $18,000 of deferred revenue has been recognized under the
agreement as offsets to royalty expense recorded for the same period. During the
first fiscal quarter of 1995, the Registrant recognized $230,000 of deferred
revenue due to revised revenue projections for future periods. The agreement
expired in June 1995, and was automatically renewed for one year.
6
<PAGE>
NOTE 8: NOTE RECEIVABLE AND SALE OF AFFILIATED COMPANY
On July 8, 1994, the Registrant entered into an agreement to sell its forty
percent (40%) partnership interest in EuroTronics to Conway New York, Inc., a
Delaware corporation ("Conway") for $3.125 million. Prior to that time, under
the terms of certain agreements, Microlytics earned a royalty on sales made by
the joint venture, paid quarterly, and the Registrant received a dividend equal
to forty percent (40%) of the net income of the joint venture, if any, paid
annually. Additionally, on July 8, 1994, Microlytics entered into a certain
agreement with Edmark, to modify certain provisions of the technology and
distribution license (the "Modification Agreement") whereby, among other things,
Microlytics will continue to receive royalties from EuroTronics for the use of
certain of Microlytics' technologies.
In connection with the sale, the Company received $1 million in July 1994, and
$500,000 during the third fiscal quarter of 1995. The remaining $1.625 million
will be paid $500,000 in August 1995 and $1.125 million over the following two
years. The $1.125 million future payment has been recorded, after discount, as a
long term note receivable. All payment obligations of Conway are guaranteed by
Strafor Facom S.A.
As a result of the above-referenced transaction, $1.856 million of net earnings
was recognized by the Company during the second and third fiscal quarters of
1995. This amount represents the net of the aggregate purchase price of $3.125
million less previously recorded equity earnings of $859,000, an imputed
interest discount at 8% of $256,000, and expenses related to this transaction of
$154,000. The $256,000 imputed interest discount will be recognized as interest
income over the life of the note.
NOTE 9: PREFERRED STOCK REDEMPTION
During the first quarter of fiscal year 1996, the Company exercised its rights
and redeemed all of the issued and outstanding shares of preferred stock, par
value $1.00 per share. Pursuant to the provisions of the Company's Certificate
of Incorporation, as amended, the Company issued ten (10) shares of its common
stock for each such share of preferred stock redeemed. As a result, the Company
issued 29,608,540 shares of its common stock to the holders of its preferred
stock.
NOTE 10: EQUITY INFUSION
In June, 1995, the Company entered into certain Stock Purchase Agreements with
certain affiliates of Unterberg Harris (the "New Investors"), a
technology-focused investment banking firm, whereby the New Investors provided
$2.5 million of immediate capital to the Company in exchange for 31,250,000
shares of the Company's common stock. This capital will be used by the Company
in connection with the product development of MicroPages and for operating cash
flow. Pursuant to the terms and conditions of the transaction, the New
Investors, together with Xerox Corporation ("Xerox") and Renaissance Capital
Partners, Ltd. ("Renaissance"), were granted a "right of first offer". As a
result, in the event that the Company desires to issue additional shares of its
common stock in a private offering, other than in accordance with its incentive
stock option plans or pursuant to the terms and conditions of the warrants and
options currently outstanding, and such issuance would dilute the holdings of
any New Investor, Xerox or Renaissance by more than 10%, then such diluted
shareholder has the right to acquire a portion of such shares such that
immediately after the exercise of the right of first offer and the corresponding
issuance by the Company, no such dilution would have occurred to such
shareholder.
7
<PAGE>
PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Revenues for the three months ended June 30, 1995 were $.5 million or
48% less than the $.9 million for the quarter ended June 30, 1994. The Company's
strategic change in focus from an original equipment manufacturer to a
technology-based electronic publishing company was primarily responsible for
this planned decreased in revenues. The Company recorded its first royalty
revenues from the MicroPages product line during the first fiscal quarter of
1996 and successfully negotiated long-term relationships with key partners who
will contribute to attainment of full year revenue performance. The Company
recognized no deferred revenue in the first quarter of fiscal 1996 versus
$230,000 for the same period of fiscal 1995 which was a result of projections
associated with its research and development financing arrangements.
Gross profit of $.2 million and $.7 million, respectively, for the
three months ended June 30, 1995 and June 30, 1994, represent a year over year
decrease of approximately 72% in gross profit. Gross profit as a percentage of
revenue decreased to 43% during this reporting period as compared to 80% for the
same period last year. This decrease in gross profit as a percentage of revenue
was primarily attributable to the sale of the Company's 40% partnership interest
in EuroTronics in July, 1994, and the recognition of the deferred revenue
discussed above, which had no associated cost of goods sold.
Operating expenses of $.5 million for the quarter ended June 30, 1995
represent a decrease of 32% from the $.7 million in the same quarter last year.
The continued decline in selling, general and administrative expenses resulted
from the reductions and cost controls put in place by management and the
transition to a technology-based electronic publishing company.
Loss from operations was $280,000 at June 30, 1995 compared to an
income from operations of $11,000 reported at June 30, 1994. This anticipated
loss was the result of decreased revenues and gross profit during the Company's
strategic shift in focus to MicroPages.
Interest expense during the first fiscal quarter of 1996 was $44,000
compared to $89,000 for the same period last year, representing a 51% decrease.
This decrease was primarily the result of the $2.9 million conversion of debt to
equity by two of the Registrant's convertible debenture holders.
The net loss at June 30, 1995 of $303,000 is compared to a net income
of $4.9 million for the same period last year. An extraordinary item reported in
the first fiscal quarter of 1995 in the amount of $5.045 million, resulting from
the extinguishment of bank debt and other immaterial items, was the primary
factor for reporting significant net income earnings for the three months ended
June 30, 1994.
Liquidity
At March 31, 1995, the Company had a working capital deficit of $1.63
million, as compared to a working capital surplus of $.376 million at June 30,
1995. This favorable change was primarily the result of the infusion of $2.5
million of capital due to the Stock Purchase Agreements with certain affiliates
of Unterberg Harris. See Note 10 of "Notes to Consolidated Financial
Statements".
The Company continues to seek additional sources of cash and working
capital. These efforts include the sale of its common stock, preferred stock, or
additional long term debt, which the Company expects would be convertible to
shares of, or have warrants attached to purchase additional shares of, the
Company's common stock.
8
<PAGE>
Management anticipates that these sources will provide sufficient
working capital to operate its business, to make expected capital expenditures
and to continue development of its MicroPages technology.
Capital Resources
During the three month period ended June 30, 1995, the Company, through
its subsidiary Microlytics, invested $88,000 in capitalized software. This
software provides programming for both future and current products licensed to
other companies and used in the Company's current and future electronic
reference products.
9
<PAGE>
PART II. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Certificate of Incorporation of the Company, as filed with
the Office of Secretary of State of the State of Delaware on
December 20, 1989, filed as Exhibit 3.1 with the Annual
Report on Form 10-K for the year ended March 31, 1990 and
incorporated herein by reference.
3.2 Certificate of Amendment of Certificate of Incorporation of
the Company, as filed with the Office of Secretary of State
of the State of Delaware on January 23, 1990, filed as
Exhibit 3.2 with the Annual Report on Form 10-K for the year
ended March 31, 1990 and incorporated herein by reference.
3.3 Certificate of Amendment of Certificate of Incorporation of
the Company as filed with the office of Secretary of the
State of Delaware on December 17, 1992, filed as Exhibit 3.3
with the Annual Report on Form 10-KSB for the year ended
March 31, 1995 and incorporated herein by reference.
3.4 Certificate of Amendment of Certificate of Incorporation of
the Company, as filed with the Office of Secretary of State
of the State of Delaware on March 30, 1994, filed as Exhibit
3.3 with the Annual Report on Form 10-KSB for the year ended
March 31, 1994, and incorporated herein by reference
3.5 By-Laws of the Company, filed as Exhibit 3.3 with the Annual
Report on Form 10-K for the year ended March 31, 1990 and
incorporated herein by reference.
4.1 Agreement and Plan of Merger, dated as of December 29, 1989,
by and among the Company, Microlytics, Inc. and Selectronics
Acquisition Corporation, filed as Exhibit 2.1 to the Annual
Report on Form 10-K for the year ended March 31, 1990 and
incorporated herein by reference.
4.2 Form of 110% Warrant, filed as Exhibit 2.2 to the Annual
Report on Form 10-K for the year ended March 31, 1990 and
incorporated herein by reference.
4.3 Form of 115% Warrant, filed as Exhibit 2.3 to the Annual
Report on Form 10-K for the year ended March 31, 1990 and
incorporated herein by reference.
4.4 Agreement and Plan of Merger, dated January 24, 1990, by and
between the Company and Selectronics, Inc., a Delaware
corporation, filed as Exhibit 2.4 to the Annual Report on
Form 10-K for the year ended March 31, 1990 and incorporated
herein by reference.
4.5 Stock Exchange Agreement, dated March 30, 1990, by and among
the Company and all of the shareholders of Xiamax
Corporation, filed as Exhibit 2.5 to the Annual Report on
Form 10-K for the year ended March 31, 1990 and incorporated
herein by reference.
4.6 Convertible Debenture Loan Agreement, and Convertible
Debenture, dated as of December 28, 1990, by and between the
Company, Microlytics, Inc. and Renaissance Capital Partners,
Ltd., filed as Exhibit 4.6 with the Annual Report on Form
10-K for the year ended March 31, 1991 and incorporated
herein by reference.
10
<PAGE>
4.7 Convertible Debenture Loan Agreement, and Convertible
Debenture, dated as of October 15, 1991, by and between the
Company and Fuji Xerox Co., Ltd., filed as Exhibit 4.7 with
the Annual Report on Form 10-K for the year ended March 31,
1992 and incorporated herein by reference.
4.8 Convertible Debenture Loan Agreement, and Convertible
Debenture, dated as of March 16, 1992, by and between the
Company and Fuji Xerox Co., Ltd., filed as Exhibit 4.8 with
the Annual Report on Form 10-K for the year ended March 31,
1992 and incorporated herein by reference.
4.9 Form of Preferred Stock Certificate of Registrant, filed as
Exhibit 4.9 to the Annual Report on Form 10-KSB for the year
ended March 31, 1994, and incorporated herein by reference.
10.1 Stock Purchase Agreement, dated as of October 31, 1989,
between Microlytics, Inc. and Xerox Corporation through its
Xerox Venture Capital Fund Division, filed as Exhibit 10.1
with the Annual Report on Form 10-K for the year ended March
31, 1990 and incorporated herein by reference.
10.2 Amended Licensing Agreement, dated as of May 24, 1988,
between Microlytics, Inc. and the Company, filed as Exhibit
10.2 to the Annual Report on Form 10-K for the year ended
March 31, 1989 and incorporated herein by reference.
10.3 Joint Venture Agreement, dated as of May 24, 1988, between
Microlytics, Inc. and the Company, filed as Exhibit 10.3 to
the Annual Report on Form 10-K for the year ended March 31,
1989 and incorporated herein by reference.
10.4 Consulting Agreement, dated as of March 20, 1989, between
the Company and Michael D. Plitman, filed as Exhibit 10.4 to
the Annual Report on Form 10-K for the year ended March 31,
1989 and incorporated herein by reference.
10.5 Consultation and Non-Competition Agreement, dated as of
August 24, 1988, between the Company and Stephen R. Nagel,
filed as Exhibit 10.6 to the Annual Report on Form 10-K for
the year ended March 31, 1989 and incorporated herein by
reference.
10.6 Research and Development Agreement, dated as of October 31,
1988, between Microlytics, Inc. and the Company, filed as
Exhibit 10.7 to the Annual Report on Form 10-K for the year
ended March 31, 1989 and incorporated herein by reference.
10.7 Purchase Option Agreement, dated October 31, 1988, between
Microlytics, Inc. and the Company, including form of
Technology Purchase Agreement, filed as Exhibit 10.8 to the
Annual Report on Form 10-K for the year ended March 31, 1989
and incorporated herein by reference.
10.8 License Option Agreement, dated October 31, 1988, between
Microlytics, Inc. and the Company, filed as Exhibit 10.9 to
the Annual Report on Form 10-K for the year ended March 31,
1989 and incorporated herein by reference.
10.9 Stock Purchase Agreement, dated February 7, 1989, between
Xerox Corporation through its Xerox Venture Capital Fund
Division and the Company, filed as Exhibit 10.10 to the
Annual Report on Form 10-K for the year ended March 31, 1989
and incorporated herein by reference.
11
<PAGE>
10.10 Credit Agreement, dated April 29, 1989, by and among Xerox
Corporation through its Xerox Venture Capital Fund Division,
the Company and Stephen R. Nagel, filed as Exhibit 10.11 to
the Annual Report on Form 10-K for the year ended March 31,
1989 and incorporated herein by reference.
10.11 Revolving Credit Agreement, Security Agreement, and
Promissory Note, dated as of December 27, 1988, between the
Company and National City Bank of Minneapolis, filed as
Exhibit 10.12 to the Annual Report on Form 10-K for the year
ended March 31, 1989 and incorporated herein by reference.
10.12 Letter from National City Bank of Minneapolis, amending
Revolving Credit Agreement, Security Agreement, and
Promissory Note, filed as Exhibit 10.13 to the Annual Report
on Form 10-K for the year ended March 31, 1989 and
incorporated herein by reference.
10.13 Amendment to Revolving Credit Agreement, Revolving Note, and
Security Agreement, dated as of September 25, 1990, by and
between the Company and National City Bank of Minneapolis,
filed as Exhibit 10.13 with the Annual Report on Form 10-K
for the year ended March 31, 1992 and incorporated herein by
reference.
10.14 Settlement Agreement, dated as of June 13, 1991, by and
between the Company and National City Bank of Minneapolis,
filed as Exhibit 10.14 with the Annual Report on Form 10-K
for the year ended March 31, 1992 and incorporated herein by
reference.
10.15 Offering Basis Line of Credit Agreement, dated March 16,
1990, by and between Microlytics, Inc. and Central Trust
Company, filed as Exhibit 10.13 to the Annual Report on Form
10-K for the year ended March 31, 1990 and incorporated
herein by reference.
10.16 Form of Annex to Purchase Order, filed as Exhibit 10.14 to
the Annual Report on Form 10-K for the year ended March 31,
1989 and incorporated herein by reference.
10.17 Employment Agreement, dated April 2, 1990, by and between
the Company and H.E. James Finke, filed as Exhibit 10.15 to
the Annual Report on Form 10-K for the year ended March 31,
1989 and incorporated herein by reference.
10.18 Employment Agreement, dated August 18, 1989 by and between
Microlytics and Michael L. Weiner, filed as Exhibit 10.16 to
the Annual Report on Form 10-K for the year ended March 31,
1989 and incorporated herein by reference.
10.19 Registration Rights Agreement, dated March 30, 1990, by and
among the Company and the former shareholders of Xiamax
Corporation, filed as Exhibit 10.17 to the Annual Report on
Form 10-K for the year ended March 31, 1989 and incorporated
herein by reference.
10.20 The Company's Stock Option Plan of 1988, filed as Exhibit
4.1 to the Annual Report on Form 10-K for the year ended
March 31, 1989 and incorporated herein by reference.
10.21 Form of Incentive Stock Option Agreement for the Company's
Stock Option Plan of 1988, filed as Exhibit 4.2 to the
Annual Report on Form 10-K for the year ended March 31, 1989
and incorporated herein by reference.
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10.22 Stock Option Agreement between the Company and Lee Breslow,
filed as Exhibit 4.3 to the Annual Report on Form 10-K for
the year ended March 31, 1989 and incorporated herein by
reference.
10.23 Stock Option Agreement between the Company and the
non-employee directors, filed as Exhibit 4.4 to the Annual
Report on Form 10-K for the year ended March 31, 1989 and
incorporated herein by reference.
10.24 Microlytics, Inc. Incentive Stock Option Plan, filed as
Exhibit 10.22 to the Annual Report on Form 10-K for the year
ended March 31, 1990 and incorporated herein by reference.
10.25 Form of Microlytics, Inc. Incentive Stock Option Agreement,
filed as Exhibit 10.23 to the Annual Report on Form 10-K for
the year ended March 31, 1990 and incorporated herein by
reference.
10.26 The Company's Stock Option Plan of 1990, filed as Exhibit
10.24 to the Annual Report on Form 10-K for the year ended
March 31, 1990 and incorporated herein by reference.
10.27 Form of the Company's Incentive Stock Option Agreement,
filed as Exhibit 10.25 to the Annual Report on Form 10-K for
the year ended March 31, 1990 and incorporated herein by
reference.
10.28 Stock Purchase Agreement, dated as of November 28, 1990, by
and between the Company and Xerox Corporation, filed as
Exhibit 10.28 to the Annual Report on Form 10-K for the year
ended March 31, 1991 and incorporated herein by reference.
10.29 Indemnification and Mutual Representation Agreement, dated
July 29, 1991, by and between the Company and Stephen R.
Nagel, filed as Exhibit 10.29 to the Annual Report on Form
10-K for the year ended March 31, 1991 and incorporated
herein by reference.
10.30 Registration Rights Agreement, dated as of December 28,
1990, by and between the Company and Renaissance Capital
Partners, Ltd., filed as Exhibit 10.30 to the Annual Report
on Form 10-K for the year ended March 31, 1991 and
incorporated herein by reference.
10.31 Joint Venture Agreement dated as of June 26, 1991, by and
between Edmark, Inc. and the Company, filed as Exhibit 10.31
to the Annual Report on Form 10-K for the year ended March
31, 1991 and incorporated herein by reference.
10.32 Technology License Agreement, dated June 26, 1991, by and
between Microlytics, Inc. and Edmark, Inc., filed as Exhibit
10.32 to the Annual Report on Form 10-K for the year ended
March 31, 1991 and incorporated herein by reference.
10.33 Basic Agreement for Distribution and Technology License
Agreement, dated as of September 18, 1991, as amended as of
March 5, 1992, by and among the Company, Microlytics, Inc.,
and Fuji Xerox Co., Ltd., filed as Exhibit 10.33 with the
Annual Report on Form 10-K for the year ended March 31, 1992
and incorporated herein by reference.
10.34 Basic Agreement for Distribution and Technology License
Agreement, dated as of March 5, 1992, by and between
Selectronics Japan Kabushiki Kaisha and Fuji Xerox Co.,
Ltd., filed as Exhibit 10.34 with the Annual Report on Form
10-K for the year ended March 31, 1992 and incorporated
herein by reference.
13
<PAGE>
10.35 Settlement Agreement, dated as of June 30, 1992, by and
between the Company and Amway Corporation, filed as Exhibit
10.35 with the Annual Report on Form 10-KSB for the year
ended March 31, 1993 and incorporated herein by reference.
10.36 Amendment to the Company's Stock Option Plan of 1990, filed
as Exhibit 10.36 with the Annual Report on Form 10-KSB for
the year ended March 31, 1993 and incorporated herein by
reference.
10.37 License Agreement, dated February 23, 1994, by and among the
Company, Microlytics and Houghton Mifflin Company, filed as
Exhibit 10.37 to the Annual Report on Form 10-KSB for the
year ended March 31, 1994, and incorporated herein by
reference.
10.38 Letter Agreement, dated March 2, 1994, by and among the
Company, Microlytics and Renaissance Capital Partners, Ltd.,
filed as Exhibit 10.38 to the Annual Report on Form 10-KSB
for the year ended March 31, 1994, and incorporated herein
by reference.
10.39 Letter Agreement, dated March 2, 1994, by and among the
Company, Microlytics and Xerox Corporation, filed as Exhibit
10.39 to the Annual Report on Form 10-KSB for the year ended
March 31, 1994, and incorporated herein by reference.
10.40 Settlement Agreement, dated March 3, 1994, by and among the
Company, Microlytics and Manufacturers & Traders Trust
Company, filed as Exhibit 10.40 to the Annual Report on Form
10-KSB for the year ended March 31, 1994, and incorporated
herein by reference.
10.41 Modification Agreement, dated as of July 8, 1994, by and
between Microlytics, Inc. and Edmark, Inc., filed as Exhibit
10 with the Company's current report on Form 8-K dated July
22, 1994, and incorporated herein by reference.
10.42 Settlement Agreement, dated March 9, 1995, by and among the
Company, Microlytics, Inc., and UFO Systems, Inc., filed as
Exhibit 10.42 with the Company's Annual Report on Form
10-KSB for the year ended March 31, 1995, and incorporated
herein by reference.
10.43 Common Stock Purchase Agreement, dated June 22, 1995, by and
among the Company, Unterberg Harris Private Equity Partners,
L.P., Unterberg Harris Private Equity Partners, C.V., and
Unterberg Harris Interactive Media Limited Partnership,
C.V., filed as Exhibit 10.43 with the Company's Annual
Report on Form 10-KSB for the year ended March 31, 1995, and
incorporated herein by reference.
10.44 Stockholder Voting Agreement, dated June 22, 1995, by and
among the Company, Xerox Corporation, Renaissance Capital
Partners, Ltd., Unterberg Harris Private Equity Partners,
L.P., Unterberg Harris Private Equity Partners, C.V., and
Unterberg Harris Interactive Media Limited Partnership,
C.V., filed as Exhibit 10.44 with the Company's Annual
Report on Form 10-KSB for the year ended March 31, 1995, and
incorporated herein by reference.
(b) The Company did not file any Reports on Form 8-K during the quarter
ended June 30, 1995.
14
<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.
SELECTRONICS, INC.
By: /s/ Roy W. Haythorn
Roy W. Haythorn,
Chairman of the Board,
President and Chief Executive Officer
By: /s/ Gregory J. Gordon
Gregory J. Gordon
Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
August 11, 1995
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