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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year ended June 30, 1998 Commission File Number 0-14983
AMBI INC.
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(Exact Name of Registrant as Specified in its Charter)
New York 11-2653613
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
4 Manhattanville Road
Purchase, New York 10577-2197
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including Area Code: (914) 701-4500
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Securities registered pursuant to Section 12(b) of the Act:
Common Stock (par value $.005 per share)
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $.005 per share)
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Title of Class
Redeemable Warrants
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Title of Class
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 twelve (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 ninety (90) days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
registrant's best knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $9,735,000 as of October 8, 1998.
The number of shares outstanding of Registrant's Common Stock as of October 8,
1998: 25,468,145.
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ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected consolidated financial data
that are qualified by the more detailed financial statements included herein.
Figures are stated in thousands of dollars, except per share amounts.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1998(2) 1997(1) 1996 1995 1994
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<S> <C> <C> <C> <C> <C>
Sales $20,758 $11,280 $16,022 $11,726 $10,156
Gross Profit 17,802 6,282 9,669 8,468 6,630
Operating Income/(Loss) 1,467 (16,635) (4,621) 440 1,815
Income/(Loss) before taxes(3) 1,168 (6,661) (4,434) 537 1,941
Tax Expense 116 152 285 254 185
Net Income/(Loss) 1,052 (6,813) (4,719) 283 1,756
Diluted Earnings /(Loss) per
Share (0.04) (0.38) (0.34) 0.01 0.09
<CAPTION>
SELECTED BALANCE SHEET DATA: 1998 1997(1) 1996 1995 1994
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<S> <C> <C> <C> <C> <C>
Working Capital $(2,269) $7,055 $14,812 $7,333 $7,352
Total Assets 20,735 12,754 23,367 13,788 11,808
Total Liabilities 10,437 5,144 6,221 3,163 1,544
Long Term Obligations and
Redeemable Preferred Stock 1,543 2,184 4,408 2,267 1,500
Stockholders' Equity $10,298 $7,610 $15,646 $9,125 $8,764
</TABLE>
(1) The results for the year ended June 30, 1997, are those of the
Company and Aplin & Barrett for the period July 1, 1996 through
December 11, 1996 and those of the Company only for the full year
(see Item 13-Certain Relationships and Related Transactions).
(2) Consolidated Statement of Operations includes the operations of
Nutrition 21 from August 11, 1997, the date of acquisition.
(3) Includes gain of $9.7 million on sale of Aplin & Barrett in fiscal
1997.
The Company has not paid a cash dividend to its public shareholders
on its Common Stock. The Company intends to retain all earnings for the
foreseeable future for use in the operation and expansion of its business and,
accordingly, the Company does not contemplate paying any cash dividends on its
Common Stock in the near future.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
AMBI INC.
By: /s/ Fredric D. Price
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Fredric D. Price, President,
CEO and Director
Dated: October 29, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below as of October 29, 1998 by the following
persons on behalf of Registrant and in the capacities indicated.
/s/ Fredric D. Price
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Fredric D. Price, President,
CEO and Director
/s/ Robert E. Flynn
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Robert Flynn,
Chairman of the Board
/s/ P. George Benson
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P. George Benson, Director
/s/ Audrey T Cross
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Audrey T. Cross, Director
/s/ Marvin Moser
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Marvin Moser, Director
/s/ Robert E. Pollack
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Robert E. Pollack, Director
/s/ Gerald A. Shapiro
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Gerald A. Shapiro, Chief
Financial Officer
