FORM 10-QSB/A No. 1
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 September 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) 248-9150
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 September 30, 1995
Common Stock, $0.01 par value 112,722,403 shares
<PAGE>
SELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
September 30 and March 31, 1995
(Dollars rounded to nearest thousand, except, per share data)
<TABLE>
<CAPTION>
Assets September 30 March 31
(Unaudited) (Audited)
<S> <C> <C>
Current assets:
Cash $ 585,000 $ 46,000
Accounts receivable, less allowance for
doubtful accounts of $9 and $9, respectively 327,000 64,000
Notes receivable, current position 6,000 463,000
Inventories, net 5,000 6,000
Prepaid royalties 38,000 42,000
Escrow account 87,000 90,000
Officer Loan 122,000 --
Other current assets 33,000 63,000
------------ ------------
Total current assets 1,203,000 774,000
Property and equipment, net 237,000 100,000
Capitalized software, net of accumulated
amortization of $9,132 and $8,892, respectively 362,000 434,000
Notes receivable; long term 930,000 924,000
------------ ------------
Total Assets $ 2,732,000 $ 2,232,000
============ ============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Notes payable $ 92,000 $ 100,000
Shareholder advance -- 585,000
Accounts payable 846,000 1,206,000
Accrued expenses 290,000 292,000
Royalties payable 121,000 221,000
------------ ------------
Total current Liabilities 1,349,000 2,404,000
Term Loan 200,000 200,000
Convertible Notes Payable 1,400,000 1,400,000
Deferred revenue 800,000 1,200,000
Research and development financing arrangement 80,000 106,000
------------ ------------
Total Liabilities 3,829,000 5,310,000
Stockholders' Equity (Deficit):
Common stock, $.01 par value; 125,000,000
shares authorized; 115,976,416 and 53,508,004
shares issued, respectively 1,127,000 503,000
Preferred stock, $1 par value, 5,000,000 shares
authorized; none and 2,960,854 issued,
respectively -- 2,961,000
Additional paid-in capital 18,009,000 13,179,000
Accumulated deficit (20,516,000) (20,004,000)
Treasury stock, 3,254,013 shares, respectively 283,000 283,000
------------ ------------
Total Stockholders' Equity (Deficit) (1,097,000) (3,078,000)
------------ ------------
Total Liabilities and Stockholder's
Equity (Deficit) $ 2,732,000 $ 2,232,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
2
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SELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars rounded to nearest thousand, except per share data)
(Unaudited)
For the three and six months ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
Three Months Six Months
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Royalty revenue $ 642,000 $ 525,000 $ 1,040,000 $ 1,186,000
Development revenue 65,000 -- 112,000 --
Financing arrangement 9,000 236,000 27,000 466,000
------------- ------------- ------------- -------------
Total Revenues 716,000 761,000 1,179,000 1,652,000
Cost of revenues 348,000 209,000 611,000 388,000
------------- ------------- ------------- -------------
Gross profit 368,000 552,000 568,000 1,264,000
Operating expenses:
Selling, general and
administrative 462,000 462,000 871,000 1,082,000
Research and development 139,000 87,000 210,000 168,000
------------- ------------- ------------- -------------
Total operating expenses 601,000 549,000 1,081,000 1,250,000
------------- ------------- ------------- -------------
Income (loss) from operations (233,000) 3,000 (513,000) 14,000
Other income (expense):
Interest income (expense), net 18,000 (27,000) (26,000) (97,000)
Income tax expense -- -- (6,000) (41,000)
Net earnings from sale
of affiliate -- 1,867,000 -- 1,867,000
Other expenses -- (44,000) -- (63,000)
------------- ------------- ------------- -------------
18,000 1,796,000 (32,000) 1,666,000
Income (loss) before
extraordinary item (215,000) 1,799,000 (545,000) 1,680,000
Extraordinary gain on
extinguishment of debt 6,000 9,000 33,000 5,054,000
------------- ------------- ------------- -------------
Net income (loss) $ (209,000) $ 1,808,000 $ (512,000) $ 6,734,000
============= ============= ============= =============
Net income (loss) per common share:
Primary: Income (loss) before
extraordinary item: (.002) .035 (.006) .032
Extraordinary item nil nil nil .097
------------- ------------- ------------- -------------
Net Income (Loss) (.002) .035 (.006) .129
============= ============= ============= =============
Weighted average shares
outstanding 116,898.467 52,106,408 89,428,594 51,893,229
Fully Diluted: Income before
extraordinary item: .021 .019
Extraordinary item nil .058
------------- -------------
Net Income .021 .077
============= =============
Weighted average shares
outstanding 87,341,817 87,128,638
</TABLE>
See accompanying notes to consolidated financial statements.
3
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SELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars rounded to nearest thousand, except share and per share data)
(Unaudited)
For the six months ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net Income (loss) $ (512) $ 6,734
Adjustments to reconcile net income to cash:
Depreciation and amortization 257 268
Amortization of deferred credits (400) (409)
Issuance of stock for services 52 2
Gain on extinguishment of debt (27) (5,054)
Undistributed earnings in affiliate -- 859
Change in assets and liabilities:
(Increase) decrease in:
Escrow 3 1,007
Accounts receivable (263) (1,818)
Notes receivable 451 --
Inventories 1 52
Officer loan (122) --
Other assets 30 42
Prepaid royalties 4 70
(Decrease) increase in:
Accounts payable (333) (500)
Accrued liabilities (10) (77)
Royalties payable (100) (100)
R&D Financing (26) (466)
--------- ---------
Cash flows provided (used) by operating activities (995) 610
Cash flows from investing activities:
Capital expenditures (154) (61)
Additions to capitalized software (168) (208)
--------- ---------
Cash flows provided (used) by investing activities: (322) (269)
Cash flows from financing activities:
Shareholder advance (585) (260)
Net proceeds sale of stock 2,441 12
--------- ---------
Cash flows provided (used) by financing activities 1,856 (248)
Increase (decrease) in cash 539 93
Cash beginning of period 46 159
--------- ---------
Cash end of period $ 585 $ 252
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the quarter for interest $ 92 --
========= =========
</TABLE>
4
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SELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the quarter ended September 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 includes normal recurring
adjustments and reflects 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, 1994 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) September 30 March 31
(Unaudited) (Audited)
Accounts receivable $336,000 $73,000
Allowance for doubtful accounts
and returns (9,000) (9,000)
-------- -------
$327,000 $64,000
======== =======
NOTE 3: INVENTORIES
Inventories consist of the following:
(Dollars in Thousands) September 30 March 31
(Unaudited) (Audited)
Finished product $ 15,000 $15,000
Valuation allowances (10,000) (9,000)
-------- ---------
$ 5,000 $ 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 September 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:
(Dollars in Thousands) September 30 March 31
(Unaudited) (Audited)
Tools, dies and moldings $221,000 $221,000
Furniture and equipment 1,181,000 1,028,000
Leasehold improvements 108,000 107,000
----------- ----------
1,510,000 1,356,000
Less: accumulated depreciation (1,273,000) (1,256,000)
----------- -----------
$ 237,000 $ 100,000
=========== ==========
NOTE 6: DEFERRED REVENUE
As of March 31, 1994, the Registrant deferred the recognition of $2 million of
revenue relating to cash received as part of the agreement between Microlytics
and INSO. The recognition of this revenue will be deferred until future periods
as earned. During each of the first and second fiscal quarters of 1996, the
Registrant recognized $200,000 of deferred 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 AGREEMENT
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 and
second fiscal quarters of 1995, the Company recognized $230,000 and $236,000,
respectfully, of deferred revenue due to revised revenue projections for future
periods. During the first and second fiscal quarters of 1996, $18,000 and
$9,000, respectively, of deferred revenue has been recognized under the
agreement as offsets to royalty expense recorded for the same 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 a European joint venture named EuroTronics
Company ("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. On July 8,
1994, Microlytics entered into a certain agreement with Edmark, Inc. a Delaware
corporation and a partner in Eurotronics, 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,
$500,000 during the third quarter of fiscal 1995, and $500,000 during the second
quarter of fiscal 1996. The remaining $1.125 million will be paid $500,000 in
August 1996 and $625,000 in August 1997. 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 1. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Revenues for the three months and six months ended September 30, 1995 were
$716,000 and $1.2 million, or 6% and 29% less than the $761,000 and $1.7
million, respectively, for the three months and six months ended September 30,
1994. The year over year changes were primarily the result of the Company's
strategic change in focus to its growing MicroPages business. During the first
and second quarters of fiscal 1996, the Company recorded $13,000 and $266,000,
respectively, of revenue from the MicroPages product line, as compared to $8,000
and $44,000 for the same period in the prior year. Another factor for the year
over year changes was the Company's inability to recognize certain extraordinary
events that positively influenced total revenues and net income last year. The
Company recognized $9,000 and $27,000 of deferred revenue in accordance with the
research and development financing arrangement for the three and six months
ended September 30, 1995, as compared to $236,000 and $466,000 for the same
periods last year. The deferred revenue recorded for the three and six months
ended September 30, 1994 were the result of revised royalty estimates.
Gross profit of $368,000 and $568,000, for the three months and six months ended
September 30, 1995, respectively, was approximately 33% and 55% less than the
gross profit recorded in the same periods last year. Gross profit as a
percentage of revenue decreased from 73% and 77% for the three and six months
ended September 30, 1994, to 51% and 48%, respectively for the same periods
ended September 30, 1995. 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. In
addition, capitalized software amortization expense was $20,000 greater in each
of the first and second quarters of fiscal 1996 than the same periods in fiscal
1995.
Operating expenses of $601,000 and $1.1 million, for the three month and six
month periods ended September 30, 1995, represent an increase and decrease of 9%
and 14%, respectively, from the $549,000 and $1.3 million recorded for the same
periods last year. While continuing to control its selling, general, and
administrative expenses during the first three and six month periods of fiscal
1996, the Company increased its research and development expenditures relating
to its MicroPages product line in the second quarter of fiscal 1996.
Loss from operations was $233,000 and $513,000 for the three and six months
ended September 30, 1995, compared to an income from operations of $3,000 and
$14,000 reported for the same periods last year. This anticipated loss was the
result of decreased revenues and gross profit during the Company's strategic
shift in focus described above, while increasing its MicroPages development
expenditures.
During the three and six months ended September 30, 1995, the Company had net
interest income of $18,000 and net interest expense of $26,000, respectively, as
compared to net interest expense of $27,000 and $97,000, respectively, for the
three and six months ended September 30, 1994. This decrease in interest income
expense was primarily the result of the $2.9 million conversion of debt to
equity by two of the Registrant's convertible debenture holders. Interest income
was recorded due to the sale of the Company's 40% partnership interest in
EuroTronics in July, 1994, and the investment of a portion of the equity
infusion into the Company in June, 1995. See Notes 8 and 10 of "Notes to
Consolidated Financial Statements."
The Company recorded a loss before extraordinary item of $215,000 and $545,000,
respectively, for the three and six months ended September 30, 1995 compared to
a gain before extraordinary item of $1.8 million and $1.7 million, respectively,
for the same periods last year. The gain before extraordinary item was primarily
a result of the Company's sale of EuroTronics which took place during the three
months ended September 30, 1994.
8
<PAGE>
As a result of the factors discussed above, the Company recorded a net loss for
the three and six months ended September 30, 1995 of $209,000 and $512,000,
respectively, as compared to net income of $1.8 million and $6.7 million for the
same periods last year. An extraordinary item reported in the first quarter of
fiscal 1995 in the amount of $5.045 million, resulting from extinguishment of
bank debt and other immaterial items, was the primary factor contributing to a
significant net income for the six months ended September 30, 1994.
Liquidity
From March 31, 1995 to September 30, 1995, the Company's working capital deficit
decreased from $1.6 million to $146,000. This favorable decrease 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.
Capital Resources
During the three and six month periods ended September 30, 1995, the Company,
through its subsidiary Microlytics, invested $80,000 and $168,000, respectively,
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 products.
PART 2. - OTHER INFORMATION
ITEM 4 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of the Company which was held on
August 29, 1995, Roy W. Haythorn, Elroy G. Roelke, Donald E. Riley,
Robert C. Harris, Jr., and Arthur M. Richardson were all elected as
directors of the Company for a term of one (1) year, and Coopers &
Lybrand was elected as independent accountants of the Company for the
year ending March 31, 1996. Of the total of 111,316,377 shares of
common stock outstanding and eligible to vote at the Annual Meeting,
approximately 73.24 million shares were voted in favor of the election
of each of the elected directors, and the authority to vote
approximately 88,000 shares were withheld for each of the directors.
In addition, approximately 73.24 million shares of common stock were
voted in favor of the election of Coopers & Lybrand as independent
accountants of the Company, 31,325 shares of common stock were voted
against such election, and 69,300 shares of common stock abstained
from the vote.
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Partnership Purchase Agreement, dated as of July 8, 1994, by and among
the Company, Conway New York, Inc., Edmark, Inc. and EuroDirect
Marketing, Inc., filed as Exhibit 2 with the Company's current report
on Form 8-K, dated July 22, 1994, and incorporated herein by
reference.
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
9
<PAGE>
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 to 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.
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.
10
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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.
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
11
<PAGE>
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.
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.
12
<PAGE>
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.
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.
13
<PAGE>
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 to
the 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 to the 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 to the Annual
Report on Form 10-KSB for the year ended March 31, 1995, and
incorporated herein by reference.
22. Subsidiaries of Registrant
(b) None.
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. Jordan
----------------------------------------
Gregory J. Gordon
Vice President, Finance and
Chief Financial Officer
November 10, 1995
15
EXHIBIT 22
The following is a list of all subsidiaries of Selectronics, Inc. (the
"Company") as of June 20, 1995:
1. Microlytics, Inc.*, a New York corporation.
2 Selectronics Far East, Ltd., a corporation organized under the laws of
the country of Hong Kong.
3. Selectronics Japan, a Japanese corporation.
4. MicroPages, Inc.*, a New York corporation.
*implies wholly-owned subsidiary.
In addition, Information Retrieval Technologies, Inc., a New York corporation,
is a wholly-owned subsidiary of Microlytics, Inc.
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