<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 October 3, 1999, 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 No. 0-13401
PHOENIX MEDICAL TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(exact name of registrant as specified in its charter)
Delaware 31-092-9195
- --------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
U.S. Hwy. 521 West, Andrews, South Carolina 29510
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(843) 221-5100
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since last
report)
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years.
Check whether the Registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, without par value 2,459,621
---------------------------------
(outstanding at October 27, 1999)
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PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED BALANCE SHEET
OCTOBER 3, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
October 3 December 31
1999 1998
--------- -----------
(unaudited) *
<S> <C> <C>
ASSETS
Current Assets
Cash $ 750 $ 8,916
Receivables 1,876,483 2,009,866
Inventories (Note 2) 1,785,835 1,768,519
Prepaid expenses 124,545 176,995
------------ ------------
Total current assets 3,787,613 3,964,296
Operating property, plant and equipment - at cost 12,337,005 11,903,470
Less accumulated depreciation (8,721,158) (8,530,237)
------------ ------------
Net operating property, plant and equipment 3,615,847 3,373,233
------------ ------------
Nonoperating equipment, net 836,421 584,102
Other assets, net 314,256 326,727
------------ ------------
Total assets $ 8,554,137 $ 8,248,358
============ ============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities
Accounts payable and accrued expenses $ 2,141,712 $ 1,656,428
Revolving line of credit 2,088,057 3,064,105
Deferred Option payment (Note 4) 151,308 508,054
Current portion of long-term debt 321,142 638,500
------------ ------------
Total current liabilities 4,702,219 5,867,087
Long-term debt 3,505,571 1,537,896
Other liabilities 570,661 651,409
------------ ------------
Total liabilities 8,778,451 8,056,392
Shareholders' investment
Shares issued and outstanding:
2,459,621 shares 10/3/99 and 12/31/98 245,962 245,962
Paid-in capital 8,425,582 8,425,582
Deficit (8,895,858) (8,479,578)
------------ ------------
Total shareholders' investment (224,314) 191,966
------------ ------------
Total liabilities and shareholders' investment $ 8,554,137 $ 8,248,358
============ ============
</TABLE>
*Condensed from audited financial statements.
See accompanying notes to Unaudited Condensed Financial Statements.
2
<PAGE> 3
PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
Oct 3, 1999 Oct 4, 199 Oct 3, 1999 Oct 4, 1998
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 3,161,138 $ 3,870,006 $ 10,354,679 $ 11,333,863
Operating expenses:
Cost of goods sold (3,065,637) (3,601,473) (9,369,696) (10,109,556)
Selling and administrative expense (380,205) (438,381) (1,200,598) (1,281,550)
----------- ----------- ------------ ------------
Loss from operations (284,704) (169,848) (215,615) (57,243)
Other expense and income:
Interest expense, net (141,757) (150,387) (427,460) (460,753)
Miscellaneous income, net 4,879 368 41,461 3,372
Option Agreement income -- -- 508,054 --
Option Agreement expense -- -- (100,654) (27,581)
Loan processing fee expense (Note 5) -- -- (222,066) --
----------- ----------- ------------ ------------
Net loss $ (421,582) $ (319,867) $ (416,280) $ (542,205)
=========== =========== ============ ============
Basic loss per share $ (0.17) $ (0.13) $ (0.17) $ (0.24)
Diluted loss per share $ (0.17) $ (0.13) $ (0.17) $ (0.24)
=========== =========== ============ ============
</TABLE>
See accompanying Notes to unaudited Condensed Financial Statements
3
<PAGE> 4
PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
Oct 3, 1999 Oct 4, 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net Loss $ (416,280) $(542,205)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 190,921 201,195
Changes in assets and liabilities:
Decrease in accounts receivable, net 133,383 109,198
(Increase) decrease in inventories (17,316) 69,446
(Increase) decrease in prepayments (48,204) 5,156
(Increase) decrease in other assets (209,595) 42,188
Decrease in loan processing fees (Note 5) 222,066 --
Decrease (increase) in deferred expenses (Note 4) 100,654 (99,502)
Increase in accounts payable
and accrued liabilities 404,536 149,417
(Decrease) increase in deferred Option
Payment (Note 4) (356,746) 508,054
----------- ---------
Net cash provided by operating activities 3,419 442,947
----------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment, net (115,164) (63,511)
LIG funded property, plant and equipment (570,689) (56,068)
----------- ---------
Net cash used in investing activities: (685,853) (119,579)
Cash flows from financing activities:
Exercise of warrant -- 15,501
Decrease in line of credit (976,048) (201,943)
Increase (decrease) in long term debt 1,083,954 (226,412)
Increase in LIG equipment debt 566,362 52,000
----------- ---------
Net cash provided by (used in) financing activities 674,268 (360,854)
----------- ---------
Net decrease in cash (8,166) (37,486)
Cash at beginning of period 8,916 38,236
----------- ---------
Cash at end of period $ 750 $ 750
=========== =========
Cash paid during the period for interest $ 466,330 $ 433,368
=========== =========
Cash paid during the period for deferred financing
costs $ 248,254 $ --
=========== =========
Cash paid during the period for Option
Agreement expense (net of $50,000 received from LIG) $ 17,390 $ 168,567
=========== =========
</TABLE>
See accompanying Notes to Unaudited Condensed Financial Statements.
4
<PAGE> 5
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. General
The condensed financial statements included herein have been prepared
by the Registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. 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. These unaudited condensed financial statements should be
read in conjunction with the annual financial statements and related notes
contained in the Registrant's Form 10-KSB for the year ended December 31, 1998.
In the opinion of management, the accompanying unaudited condensed
financial statements include all adjustments (consisting solely of normal
recurring adjustments) necessary for a fair presentation of the information
therein. Results of operations for interim periods should not be regarded as
necessarily indicative of the results to be expected for the full year.
2. Inventories
Inventories at October 3, 1999 and December 31, 1998 have been stated
at the lower of cost or market. Cost is determined for substantially all
inventories using the first-in, first-out (FIFO) method. The Registrant changed
to the FIFO from the LIFO (Last-in, first-out) method of inventory accounting in
the fourth quarter of 1996. This change has been applied by retroactively
restating the accompanying financial statements for that year. The accounting
change is further discussed in the Form 10-KSB for the year ending December 31,
1998.
<TABLE>
<CAPTION>
Oct 3, 1999 Dec 31, 1998
------------ ------------
<S> <C> <C>
Raw materials $ 487,188 $ 403,504
Finished goods 1,298,647 1,365,015
------------ ------------
$ 1,785,835 $ 1,768,519
============ ============
</TABLE>
3. Earnings
As of December 31, 1997, the Registrant adopted SFAS No. 128, "Earnings
per Share," effective December 15, 1997. As a result, the Registrant's reported
earnings per share for 1996 and 1995 were restated.
4. Other Relevant Events
On September 15, 1997, the Registrant announced that it had entered
into a letter of intent with London International Group, Ltd. ("LIG") with
respect to LIG's intent to purchase an option to acquire substantially all of
the assets of the Registrant and other related transactions. In the Letter of
Intent, LIG agreed
5
<PAGE> 6
to pay $500,000 as consideration for an option to purchase substantially all of
the Registrant's assets and assume certain stated liabilities, for a $6,821,708
cash purchase price, for a period of one year from the date of the definitive
Option Agreement. On December 22, 1997, the Registrant entered into the
Definitive Option Agreement with LIG, which in addition to the transactions
stated above, included a Loan and Security Agreement, a Research and Development
Agreement and a Supply Agreement. This Agreement was subject to approval of
Phoenix Stockholders. On April 28, 1998, the Registrant's stockholders approved
the Option Agreement with LIG. In conjunction with the approval, on April 29,
1998, the Registrant received the $500,000 Option Payment which was deferred
until the Option expired on April 28, 1999. Second and third quarter 1998
expenses related to the Option Agreement were capitalized on the Balance Sheet
as a current asset.
On April 26, 1999, the Registrant signed a nonbinding letter of intent
to extend for an additional nine months the option held by LIG to purchase
substantially all of the assets and assume certain liabilities of the
Registrant. The Registrant received $150,000 as payment for the extension of the
option for an additional nine months from the date a definitive revised Option
Agreement is signed by the parties. The option extension will permit the parties
to continue the joint research and development efforts which began on April 28,
1998, the commencement date of LIG's initial one-year option.
Under the terms of the revised option, the purchase price to be paid by
LIG for the assets of the Registrant will be reduced from $6,821,708 to
$6,071,708 (subject to certain adjustments), in addition to the assumption by
LIG of certain liabilities of the Registrant. This reduction reflects
adjustments which would have been required to be made to the purchase price
under the terms of the original one-year option. LIG will continue to provide
the Registrant with a $750,000 credit facility to finance capital expenditures
and capital improvements related to the research and development. In addition,
LIG will continue to purchase nitrile gloves from the Registrant under a revised
supply agreement.
The Second option Agreement and related proposals were approved by the
Registrant's stockholders at a special meeting of stockholders held on August
17, 1999. Pursuant to the Second Option Agreement, LIG's option will expire on
May 18, 2000.
In addition, on March 30, 1998, NationsBank (now Bank of America)
exercised its warrant to purchase 496,058 shares of the Registrant's Common
Stock exercisable at a price of $0.03125 per share. This was recorded as a
reduction of the Registrant's note payable with NationsBank.
5. Debt
On June 21, 1999, the Registrant and LaSalle Business Credit, Inc.
("LBCI") closed on a $6,000,000 credit facility which
6
<PAGE> 7
includes a $1,700,000 term loan on equipment, a $3,800,000 revolving loan on
eligible inventories and eligible accounts receivable and a $500,000 capital
expenditure loan. The LBCI credit facility has an interest rate of prime plus
1.75% for the term loan and capital expenditure loan and prime plus 1.5% for the
revolving loan. The Registrant paid $230,000 in deferred loan costs during the
second quarter of 1999 and was required to write off $222,000 of deferred loan
costs from the prior CIT credit facility which were being amortized over the
term of the loan.
At October 3, 1999, the Registrant's borrowing against its $6,000,000
LBCI credit facility was $3,727,000, including $2,088,000 of borrowing against
the LBCI $3,800,000 revolving loan.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
On May 31, 1999, the Registrant and London International Group, Inc.
("LIG") executed a Second option Agreement (the "Second Option Agreement")
pursuant to which LIG purchased from the Registrant, at an option purchase price
of $150,000, an option, exercisable for a period of nine months, to purchase
substantially all of the assets of the Registrant. The Second Option Agreement
extends the option previously held by LIG which expired on April 28, 1999. On
June 11, 1999, the Second Option Agreement was amended to allow the Registrant
until September 15, 1999 to satisfy certain conditions to LIG's obligations
under the Second Option Agreement, including obtaining stockholder approval. The
Second Option Agreement was approved by the stockholders at a special meeting of
stockholders held on August 17, 1999. Pursuant to the Second Option Agreement,
LIG's option will expire on May 18, 2000, and the Registrant is unable to
predict the likelihood of LIG exercising the option.
Under the terms of the revised option, the purchase price to be paid by
LIG for the assets of the Registrant is reduced from $6,821,708 to $6,071,708
(subject to certain adjustments), in addition to the assumption by LIG of
certain liabilities of the Registrant. This reduction reflects adjustments which
would have been required to be made to the purchase price under the terms of the
original one-year option. LIG will continue to provide the Registrant with a
$750,000 credit facility to finance capital expenditures and capital
improvements related to the research and development. In addition, LIG will
continue to purchase nitrile gloves from the Registrant under a revised supply
agreement and the parties will continue their joint research and development
efforts under a revised research and development agreement.
OPERATIONS
Third quarter 1999 net sales were approximately $3,161,000, 18.3% less
than net sales in the similar quarter of 1998. Net sales for the first nine
months of 1999 were approximately $10,355,000, 8.6% less than net sales in the
first nine months of 1998. A 46.8% decline in net sales of natural rubber latex
gloves, from $862,000 in the third quarter of 1998 to $459,000 in the current
year quarter, accounted for the greatest portion of the sales decline. Certain
US Government agencies which purchase gloves from the Registrant have recently
advised the Registrant of their decision to substantially decrease or eliminate
the purchase of natural rubber gloves. In addition, the Registrant, along with
other glove manufacturers, has been named in litigation involving alleged
injuries sustained in connection with natural rubber latex related allergies.
The Registrant believes that the sale of natural rubber latex gloves will
continue to be depressed, even though October sales of such gloves was up 11%
versus third quarter 1999 average monthly sales. Through three quarters of
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<PAGE> 9
1999, natural rubber latex glove sales were 24% less than in the similar period
of 1998.
Nitrile synthetic latex glove sales were approximately $563,000 in the
1999 third quarter, 30.1% below sales of $806,000 in the prior year similar
quarter. Unit volume was down 20.2% and average selling prices were down 13.1%
compared with third quarter 1998. As nitrile latex gloves replace natural rubber
latex glove usage, Asian manufacturers are converting natural rubber latex glove
capacity to manufacture nitrile gloves and can offer low selling prices,
frequently below US manufacturing cost. For the first nine months of 1999, net
sales of nitrile latex gloves were approximately $1,703,000, 13.7% greater than
in the similar 1998 period.
The Registrant's sales of nitrile gloves to LIG in third quarter 1999
were approximately $349,000, or 61.9% of total nitrile glove sales, as compared
with $410,000 or 50.3% of total nitrile glove sales during third quarter 1998.
For the first nine months of 1999, the Registrant's sales of nitrile gloves to
LIG were approximately $1,077,000, or 63.2% of total nitrile glove sales, as
compared with $410,000, or 27.0% during the first nine months of 1998. As a
percentage of total net sales, nitrile glove sales to LIG were approximately
11.0% for third quarter 1999 and 10.4% for the first nine months of 1999.
Vinyl glove sales during the 1999 third quarter were approximately
$2,127,000, 3.5% less than sales of $2,203,000 during the similar quarter of
1998. The decrease resulted from an erosion of 4.9% in price which offset an
increase of 3.7% in unit volume sold. The Registrant is hopeful that recent
improvement in the semiconductor chip industry business climate will reduce
somewhat the cost reduction demands which chip manufacturers have placed on
their suppliers.
The third quarter unit volume increase in vinyl glove sales helped
soften the unit volume decline experienced in the first nine months of 1999 as
compared with the first nine months of 1998. For the first nine months of 1999,
net sales of vinyl gloves were approximately $6,485,000, 7.2%, less than one
year ago. For the first nine months of 1999, unit volume for vinyl gloves was
down 4.4% and the average selling price was 2.0% below that of the 1998 nine
month period. Vinyl glove orders continued strong in October and the Registrant
enters November with a substantial, but serviceable, backlog of vinyl glove
orders.
Selling and Administrative ("S&A") expenses for the third quarter of
1999 were approximately $380,000, or 12% of net sales, as compared with $438,000
or 11.3% in third quarter 1998. For the first nine months of 1999, S&A expense
was $1,201,000 or 11.6% of net sales versus $1,282,000 and 11.3% of net sales
for the similar nine months of 1998. Selling expense was less than 3.1% of net
sales in the first nine months of 1999 and less than 3% in the latest quarter,
as savings continue to accrue from direct selling versus the use of
manufacturer's representatives.
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<PAGE> 10
The Registrant had a loss of approximately $285,000 from operations in
the third quarter of 1999 versus a loss of approximately $170,000 in the prior
year quarter. The loss from operations for the first three quarters of 1999 was
approximately $216,000 versus a $57,000 loss in the similar period one year ago.
A net loss of $422,000 was experienced by the Registrant in the third
quarter of 1999 as compared to a net loss of $320,000 in the prior year period.
The third quarter's net sales of approximately $3,161,000 was more than 12%
below previous the average of the first two quarters of 1999 and 18% below the
third quarter of 1998. Overhead absorption and gross margin were both adversely
impacted by the unexpected decline in sales. The loss of almost one-half the
Registrant's natural rubber latex glove sales, which occurred unexpectedly and
suddenly, generated a substantial earnings loss before overhead spending could
be reduced in line with the loss of overhead absorption. Steps were taken during
August 1999 to realign staffing and operating schedules. Loss from operations in
September 1999 was $59,000, less than one-third the average loss experienced in
each of the prior two months. Efforts continue to improve operating efficiencies
and maintain strict cost control. In the first nine months of 1999, the
Registrant incurred a net loss of approximately $416,000 as compared to a net
loss of $542,000 in the first nine months of 1998. In 1999, $407,000 of income,
net of expenses, was recorded in April at the expiration of the initial LIG
Option and $222,000 of loan processing fees were recorded in June. Both of these
items are reflected in the 1999 net loss.
Liquidity and Capital Resources
During the third quarter of 1999, the Registrant's operations provided
approximately $117,000 of cash compared with $309,000 of cash provided by
operations during the similar quarter of 1998. Capital expenditures for the
third quarter of 1999 were $228,000, of which $136,000 was funded by LIG under
the Loan and Security Agreement between LIG and the Registrant. Since third
quarter 1999 end, LIG has funded an additional $12,000 of capital expenditures.
Accounts payable and accrued expenses increased $36,000 in the third quarter
1999 as compared with a decrease of $366,000 in the similar quarter of 1998. The
sum of inventories, accounts receivable and prepayments decreased $294,000 in
third quarter 1999 as compared with a decrease of $895,000 in the third quarter
of 1998.
Through three quarters of 1999, operations have provided approximately
$3,000 of cash versus $443,000 of cash provided by operations in the similar
period of 1998. The 1999 results include approximately $152,000 of cash from the
LIG Second Option payment and the 1998 results include approximately $508,000 of
cash from the LIG Option payment.
At October 3, 1999, the Registrant's borrowing against its $6,000,000
LBCI credit facility was approximately $3,727,000,
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<PAGE> 11
including $2,088,000 of borrowing against the LBCI $3,800,000 revolving loan.
Total bank debt at October 3, 1999 was $5,176,000 versus $5,069,000 at December
31, 1998. The Registrant was not in compliance with several financial covenants
in its credit agreements with LBCI but pursuant to the Second Modification
Agreement, dated as of November 15, 1999 between the Registrant and LBCI, the
Registrant is now in full compliance with those covenants.
At October 31 1999, the Registrant was not in compliance with several
financial covenants in its credit agreements with Carolina First Bank but the
violations have been waived by the bank. Due to financial accounting rules
changes relating to the classification of long-term debt where the debt contains
a subjective acceleration clause and a lock box arrangement, the Registrant was
not in compliance with the Carolina First Bank financial covenants related to
working capital and the current ratio. The Registrant's revolving loan with LBCI
is classified as current debt. In addition, the Registrant was not in compliance
with the Carolina First financial covenants related to net worth and the
leverage ratio.
Management believes the LBCI credit facility will, along with cash from
operations, provide adequate working capital to support continuing operations.
The corrective actions taken by Management late in August 1999 substantially
curtailed the use of cash from operations and further cash savings are expected
in the fourth quarter. Management anticipates that fourth quarter 1999 sales,
even with the holidays of November and December, will be steady and that sales
may increase in both the first and second quarters of 2000. Contributing to this
positive outlook is the fact that the Registrant's major market segment, the
semiconductor industry, is projecting 21% growth in year 2000 as compared with
1999. As further discussed below under the heading "Cautionary Statement as to
Forward-Looking Information," the preceding statements as to the Registrant's
outlook for future sales and working capital needs are being provided in
reliance upon the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, and actual results may differ from such outlook based on
numerous factors.
Year 2000
The Registrant has assessed the impact of the Year 2000 on its
reporting systems and operations. The Registrant presently believes that, with
limited modifications to existing software, the Year 2000 will not pose
significant operational or financial reporting problems for the Registrant's
computer systems as so modified. These modifications are currently undergoing
testing which is expected to be completed before November 22, 1999. In addition,
the Registrant's systems do not interface with outside entities except for EDI,
which the Registrant has been assured is Year 2000 compatible. Therefore the
Registrant believes the Year 2000 issue is not material with respect to its
reporting systems and operations.
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CAUTIONARY STATEMENT AS TO FORWARD-LOOKING INFORMATION
Statements contained in this report as to the Registrant's outlook for
sales, operations, capital expenditures and other amounts, budgeted amounts and
other projections of future financial or economic performance of the Registrant,
and statements of the Registrant's plans and objectives for the future are
"forward-looking" statements, and are being provided in reliance upon the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Important factors that could cause actual results or events to differ materially
from those projected, estimated, assumed or anticipated in any such
forward-looking statements include without limitation: general economic
conditions in the Registrant's markets, including inflation, recession, interest
rates and other economic factors, especially in the United States and other
areas of the world where the Registrant markets its products; any loss of the
services of the Registrant's key management personnel; increased competition in
the United States and abroad, both from existing competitors and from any new
interests in the business; changes in the cost and availability of raw
materials; changes in governmental regulations applicable to the Registrant's
business; the failure to obtain any required governmental approvals; casualty
to, or disruption of the Registrant's production facilities and equipment;
delays or disruptions in the shipment of the Registrant's products and raw
materials; disruption of operations due to strikes or other unrests; and other
factors that generally affect the business of manufacturing companies with
international operations.
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<PAGE> 13
PART 11 - OTHER INFORMATION
PHOENIX MEDICAL TECHNOLOGY, INC.
ITEMS 2, 3, AND 5 ARE INAPPLICABLE AND ARE OMITTED.
Item 1. Legal Proceedings
In addition to other latex-related allergy litigation previously
reported by the Registrant in its Form 10-KSB for the year ended 12/31/98, the
Registrant was named as a defendant in the lawsuit styled Catherine
Collins-Clarke v. Becton Dickinson & Company, No. 98 L 015009, filed in the
Circuit Court of Cook County, Illinois on August 13, 1999. In this case, the
plaintiff alleges that she has suffered injury as a result of an allergic
reaction to latex gloves. The plaintiff seeks damages for her injuries and has
named as defendants over 40 distributors and manufacturers of latex gloves. The
Registrant, through its insurance carriers, is vigorously contesting this and
other lawsuits alleging latex-related injuries. At this time, the Registrant
believes there is no direct evidence that the plaintiff in the Collins-Clarke
case either used or was ever exposed to latex-containing products produced, sold
or supplied by Registrant in such amount and with such frequency and duration so
as to cause or contribute to the alleged injuries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 17, 1999, a Special Meeting of Stockholders was held for the
purpose of voting on three proposals: (1) a proposal to approve the Second
Option Agreement, dated as of May 31, 1999 and as amended by a First Amendment
to Second Option Agreement dated as of June 11, 1999, and the transactions
contemplated thereby between the Registrant and London International Group, Inc.
("LIG"); a proposal to amend the Certificate of Incorporation of the Registrant
to change the Registrant's name to PMT Inc. and (3) a proposal to approve the
Registrant's Plan of Dissolution and Liquidation.
Voting was as follows (2,459,621 shares eligible to vote):
For Against Abstain Broker Non-votes
1. Approval of Second Option Agreement
1,535,990 77,880 3,890 17,230
2. Amendment of Certificate of Incorporation (Change of Name to PMT Inc.)
1,577,162 53,058 4,690 0
3. Approval of Plan of Dissolution and Liquidation
1,521,315 91,350 5,015 17,230
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Item 6. Exhibits and Reports on Form 8-K.
a. Exhibit 27, Financial Data Schedule filed in electronic format only.
b. Exhibits and Reports on Form 8-K. The Registrant filed no reports on Form 8-K
during the quarterly period ended October 3, 1999.
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<PAGE> 15
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.
PHOENIX MEDICAL TECHNOLOGY, INC.
BY:/s/ Edward W. Gallaher, Sr.
----------------------------------------
Edward W. Gallaher, Sr.
President and Treasurer
BY:/s/ Delores P. Williams
----------------------------------------
Delores P. Williams
Controller
DATE: November 12, 1999
-------------------
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
BALANCE SHEETS AND STATEMENTS OF OPERATION AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY FINANCIAL STATEMENTS FOR THE PERIOD ENDED OCTOBER 3,
1999.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> OCT-03-1999
<EXCHANGE-RATE> 1
<CASH> 750
<SECURITIES> 0
<RECEIVABLES> 2,001,028
<ALLOWANCES> 0
<INVENTORY> 1,785,835
<CURRENT-ASSETS> 3,787,613
<PP&E> 4,766,524<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,554,137
<CURRENT-LIABILITIES> 4,702,219
<BONDS> 4,076,232
0
0
<COMMON> 245,962
<OTHER-SE> (470,276)
<TOTAL-LIABILITY-AND-EQUITY> 8,554,137
<SALES> 10,354,679
<TOTAL-REVENUES> 41,461
<CGS> 9,369,696
<TOTAL-COSTS> 9,369,696
<OTHER-EXPENSES> 1,015,264
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 427,460
<INCOME-PRETAX> (416,280)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (416,280)
<EPS-BASIC> (0.17)
<EPS-DILUTED> (0.17)
<FN>
<F1>Represents net amount
</FN>
</TABLE>
