U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period year ended August 31, 2000
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
Commission file number 0-14401
SANDATA, INC.
(Name of Small Business Issuer as Specified in Its Charter)
Delaware 11-2841799
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
26 Harbor Park Drive, Port Washington, NY 11050
(Address of Principal Executive Offices) (Zip Code)
516-484-9060
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of each of the issuer's classes of
common equity, as of October 12, 2000 was 2,506,473 shares.
Transitional Small Business Disclosure Format (check one):
Yes No X
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INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS:
CONSOLIDATED CONDENSED BALANCE SHEETS
at August 31, 2000 (unaudited)and May 31, 2000 3-4
UNAUDITED CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS for the three
months ended August 31, 2000 and August 31, 1999 5
UNAUDITED CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS for the three
months ended August 31, 2000 and August 31, 1999 6
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS 7-10
Item 2 - MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION 11-13
PART II - OTHER INFORMATION 14
Item 1 - LEGAL PROCEEDINGS 14
Item 2 - CHANGES IN SECURITIES 14
Item 3 - DEFAULTS UPON SENIOR SECURITIES 14
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS 14
Item 5 - OTHER INFORMATION 14
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K 14-18
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SANDATA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
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UNAUDITED AUDITED
August 31, May 31,
2000 2000
ASSETS:
CURRENT ASSETS
Cash and cash equivalents $ 605,889 $ 1,229,718
Accounts receivable, net of allowance for doubtful
accounts of $461,000 at August 31, 2000 and
$448,000 at May 31, 2000 2,058,545 2,308,901
Receivables from affiliates 728,217 405,732
Inventories 45,067 17,165
Prepaid expenses and other current assets 247,920 413,119
--------- ---------
TOTAL CURRENT ASSETS 3,685,638 4,374,635
FIXED ASSETS, NET 9,158,855 8,911,655
OTHER ASSETS
Notes receivable 123,189 126,221
Cash surrender value of officer's life insurance,
security deposits and other 828,843 832,988
--------- --------
TOTAL ASSETS $13,796,525 $ 14,245,499
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SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
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CONSOLIDATED CONDENSED BALANCE SHEET
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UNAUDITED AUDITED
August 31, May 31,
2000 2000
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,172,567 $ 2,580,143
Notes payable 100,000 ---
Deferred/unearned revenue 31,649 38,848
Deferred income 304,788 322,678
----------- -----------
TOTAL CURRENT LIABILITIES 2,609,004 2,941,669
LONG TERM DEBT 2,650,000 2,750,000
DEFERRED INCOME 244,186 315,253
DEFERRED INCOME TAXES 747,648 702,158
----------- ---------
TOTAL LIABILITIES 6,250,838 6,709,080
----------- ---------
COMMITMENTS & CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock 2,506 2,506
Additional paid in capital 5,803,704 5,803,704
Retained earnings 3,259,136 3,249,868
Notes receivable - officers (1,519,659) (1,519,659)
----------- ------------
TTOTAL SHAREHOLDERS'EQUITY 7,545,687 7,536,419
------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY $13,796,525 $14,245,499
=========== ===========
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
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UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED
AUGUST 31,
2000 1999
---- ----
REVENUES:
Service fees $4,429,140 $4,074,124
Other income 93,668 88,016
Interest income 48,608 40,329
----------- ----------
4,571,416 4,202,469
----------- ----------
COSTS AND EXPENSES:
Operating 2,617,400 2,593,738
Selling, general and administrative 1,178,530 938,359
Depreciation and amortization 663,955 572,703
Interest expense 51,265 48,120
----------- ----------
TOTAL COSTS AND EXPENSES 4,511,150 4,152,920
----------- -----------
Earnings from operations before income taxes 60,266 49,549
Income tax expense 50,998 20,515
------------- -----------
NET EARNINGS $ 9,268 $ 29,034
============= ===========
BASIC EARNINGS PER SHARE $ .00 $ .01
------------- -----------
DILUTED EARNINGS PER SHARE $ .00 $ .01
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SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
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SANDATA, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED
AUGUST 31,
2000 1999
---- ----
Cash flows from operating activities:
Net earnings $ 9,268 $ 29,034
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 663,955 572,703
Gain on the disposal of fixed assets 3,893 ---
Increase (decrease) in allowance for doubtful accounts 13,000 (81,235)
Decrease in deferred income (7,199) (83,847)
(Decrease) increase of deferred revenue (88,957) 111,495
Decrease in operating assets 381,830 1,322,307
Decrease in operating liabilities (407,576) (1,092,315)
Increase in deferred income tax 45,490 ---
-------- -----------
Net cash provided by operating activities 613,704 778,142
------- -------
Cash flows from investing activities:
Purchases of fixed assets (915,048) (1,836,460)
(Increase) decrease in receivables from affiliates (322,485) 439,258
--------- ----------
Net cash used in investing activities (1,237,533) (1,397,202)
---------- -----------
Cash flows from financing activities:
Proceeds from note payable 100,000 ---
Proceeds from line of credit --- 600,000
Principal payments on line of credit (100,000) (700,000)
---------- -----------
Net cash used in financing activities --- (100,000)
---------- -----------
Decrease in cash and cash equivalents (623,829) (719,060)
Cash and cash equivalents at beginning of period 1,229,718 1,533,576
---------- -----------
Cash and cash equivalents at end of period $ 605,889 $ 814,516
========== ===========
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
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SANDATA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The Consolidated Condensed Balance Sheet at August 31, 2000, the Consolidated
Condensed Statements of Operations for the three month period ended August 31,
2000 and 1999 and the Consolidated Condensed Statement of Cash Flows for the
three month period ended August 31, 2000 and 1999 have been prepared by Sandata,
Inc. and Subsidiaries (the "Company") without audit. In the opinion of
management, all adjustments (which include only normal, recurring adjustments)
necessary to present fairly the financial position at August 31, 2000 and for
all periods presented have been made.
For information concerning the Company's significant accounting policies,
reference is made to the Company's Annual Report on Form 10-KSB for the year
ended May 31, 2000. Results of Operations for the period ended August 31, 2000
are not necessarily indicative of the operating results expected for the full
year.
2. NOTES PAYABLE
At August 31, 2000, the Company owed a third party $100,000 pursuant to a
promissory note, dated June 9, 2000, made payable by the Company to the order of
such third party in the original amount of $100,000 plus interest at a rate of 9
1/2%; interest on such note is payable quarterly and such note is due on June 9,
2001. The note was subsequently paid in full in September 2000.
3. RELATED PARTY TRANSACTIONS
The Company entered into an agreement in November, 1996 with an affiliate of the
Company's Chairman of the Board, the Nassau County Industrial Development Agency
("NCIDA") and a bank (the "Agreement"). In connection with the Agreement, the
affiliate assumed all of the Company's obligations under a lease with the NCIDA
and entered into a sublease with the Company for its facility. The Company
conveyed to the affiliate the right to become owner of the facility upon
expiration of the lease. In addition, pursuant to a sublease, the Company has
assumed certain obligations owed by the affiliate to the NCIDA under the lease.
The affiliate has indemnified the Company with respect to certain obligations
relative to the lease and the Agreement. The Company made rent payments for its
facility amounting to $140,900 and $170,190 for the three months ended August
31, 2000 and 1999, respectively. The reduction is the result of a verbal
agreement between the Company and the affiliate to reduce the rent $150,000 on
an annual basis effective June 1, 2000. A written amendment to the sublease is
being prepared.
The Company makes various lease payments to affiliates of the Company's Chairman
of the Board. The payments for equipment rental amounted to $98,590 and $98,316
for the three months ended August 31, 2000 and 1999, respectively.
The Company derives revenue from National Medical Health Card Systems, Inc.
("Health Card"), a company affiliated with the Company's Chairman of the Board,
for data base and operating system support, hardware leasing, maintenance and
related administrative services. The revenues generated from Health Card
amounted to $597,638 and $444,165 for the three months ended August 31, 2000 and
1999, respectively. At August 31, 2000, the Company was owed $470,452 by Health
Card, which was paid in full in September 2000.
At August 31, 2000, the Company owed Health Card $500,000 pursuant to a
promissory note, dated May 31, 2000, made payable by the Company to the order of
Health Card in the original principal amount of $500,000 plus interest at the
rate of 9-1/2%, payable quarterly. The note, which was originally due and
payable on June 1, 2001, was subsequently amended to extend such due date to
September 1, 2001. At August 31, 2000, the Company owed interest of $11,875 to
Health Card which has been paid subsequently.
Medical Arts Office Services, Inc. ("MAOS"), a company which the Company's
Chairman of the Board is the sole shareholder, provided the Company with
accounting, bookkeeping and paralegal services. For the three months ended
August 31, 2000 and 1999, the total payments made by the Company to MAOS were
$59,434 and $59,034, respectively.
4. NET EARNINGS PER COMMON SHARE
In 1997, the Financial Accounting Standards Board issued Standard No. 128 ("SFAS
No. 128"), "Earnings per Share". SFAS No. 128 replaced calculation of primary
and fully diluted earnings per share with basic and diluted earnings per share.
Basic earnings per share has been computed using the weighted average number of
shares of common stock outstanding. Diluted earnings per share has been computed
using the basic weighted average shares of common stock issued plus outstanding
stock options.
Basic earnings per share are based on the weighted-average number of shares of
common stock outstanding, which were 2,506,475 at August 31, 2000 and 2,481,481
at August 31, 1999. Diluted earnings per share are based on the weighted-average
number of shares of common stock adjusted for the effects of assumed exercise of
options and warrants under the treasury stock method, which were as follows:
2,707,617 at August 31, 2000 and 2,491,498 at August 31, 1999.
Options to purchase 717,944 shares of common stock in the calendar year 2000
were outstanding at August 31, 2000 and were not included in the computation of
diluted earnings per share because the exercise price of the options was greater
than the average market price of the common stock for the respective period.
5. SHAREHOLDERS' EQUITY
The Company has stock options outstanding under three stock option plans as
follows:
Employees' Incentive Stock Option Plan (the "1984 Plan")-
At August 31, 2000, there were 2,536 options outstanding under the 1984 Plan.
Options granted under the 1984 Plan were granted at exercise prices not less
than fair market value on the date of grant. Options outstanding expire in 2001
and no additional options may be granted under the 1984 Plan.
1995 Stock Option Plan (the "1995 Plan")-
At August 31, 2000, there were 590,500 incentive options outstanding under the
1995 Plan, which provides for both incentive and nonqualified stock options and
reserves 1,000,000 shares of common stock for grant. Options granted under the
1995 Plan were granted at exercise prices not less than the fair market value at
the date of grant. All options outstanding under the 1995 Plan are currently
exercisable at prices ranging from $1.41 to $2.61 per share over a period of
five years from date of grant.
1998 Stock Option Plan (the "1998 Plan")-
At August 31, 2000, there were 921,414 incentive options outstanding under the
1998 Plan, which provides for both incentive and nonqualified stock options and
reserves 1,000,000 shares of common stock for grant. All options outstanding
under the 1998 Plan vest over three to six year periods and are exercisable at
prices ranging from $1.31 to $3.00 per share over periods of five and ten years
from date of grant. At August 31, 2000 there are 269,295 shares currently
exercisable.
On July 14, 1998, the Company's Chairman of the Board, certain officers,
directors and, a former director and the spouse of an officer and an employee of
Sandsport Data Services, Inc. ("Sandsport'), the Company's wholly owned
subsidiary, exercised their respective options and warrants to purchase an
aggregate of 921,334 shares of Common Stock under the 1998 Plan at exercise
prices ranging from $1.38 to $2.61 per share for an aggregate cost of
$1,608,861. Payment for such shares was made to the Company in the amount of
$921 representing the par value of the shares, and a portion in the form of
non-recourse promissory notes due in July 2001, with interest at eight and
one-half percent (8-1/2%) per annum, payable annually, and secured by the number
of shares exercised. The Company has received interest payments on such notes in
the amount of $160,600 during the three months ended August 31, 2000. At August
31, 2000, the outstanding balance on such notes, including principal and accrued
but unpaid interest, was $1,618,948.
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
Revenues were $4,571,416 for the three months ended August 31, 2000 as compared
to $4,202,469 for the three months ended August 31, 1999, an increase of
$368,947 or 8.8%.
Service fee revenue for the three months ended August 31, 2000 was $4,429,140 as
compared to $4,074,124 for the three months ended August 31, 1999, an increase
of $355,016 or 8.7%. The increase is primarily attributable to a change in the
pricing structure in the SHARP and SanTrax(R) products and an increase in new
installations in SandataNET(R).
Other income for the three months ended August 31, 2000 was $93,668, as compared
to $88,016 for the three months ended August 31, 1999 The increase is
attributable to the income recognized on sales/leaseback transactions.
Expenses Related to Services
Operating expenses were $2,617,400 for the three months ended August 31, 2000 as
compared to $2,593,738 for the three months ended August 31, 1999 an increase of
$23,662 or 0.9%. Costs associated with payroll and related expenses and
equipment rental payments, were primarily stable during these periods.
Selling, general and administrative expenses were $1,178,530 for the three
months ended August 31, 2000, as compared to $938,359 for the three months ended
August 31, 1999, an increase of $240,171 or 25.6%. The increase was primarily
due to increases in consulting, payroll and commission expenses relative to
increased efforts to increase sales in the SanTrax and SandataNET product lines.
Depreciation and amortization expense increased $91,252 to $663,955 for the
three months ended August 31, 2000 as compared to $572,703 for the three months
ended August 31, 1999. The increase was primarily attributable to fixed asset
additions, including computer hardware and software capitalization costs in
connection with ongoing computer system upgrades.
Interest expense was $51,265 for the three months ended August 31, 2000 as
compared to $48,120 for the three months ended August 31, 1999. The increase was
a result of increased borrowings on the Company's Credit Agreement.
Income Tax Expenses
Income tax expense for the three months ended August 31, 2000 was $50,998 as
compared to $20,515 for the three months ended August 31, 1999. The increase is
due to the tax treatment of software development costs, depreciation and
amortization, and revenues from sales/leaseback transactions, offset by net
operating loss carry forwards.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash decreased at August 31, 2000 to $605,889 as compared to
$1,229,718 at May 31, 2000. The decrease is primarily due to the acquisition of
fixed assets, an increase in amounts owed to the Company by affiliates, and a
decrease in accounts payable, slightly offset by a reduction in accounts
receivable.
The Company's receivables from affiliates increased at August 31, 2000 to
$728,217 as compared to $405,732 at May 31, 2000. The increase was mainly
attributable to a timing difference between the monthly invoicing to an
affiliate and the receipt of payment, which was later than normal.
The Company's working capital decreased at August 31, 2000 to $1,076,634, as
compared with $1,432,966 at May 31, 2000. This was due primarily to the decrease
in cash described above.
For the three months ended August 31, 2000, the Company spent approximately
$911,000 in fixed asset additions, including (i) computer hardware and software
for upgrades and new installations and (ii) software capitalization costs in
connection with new product development. The Company expects the current levels
of capital expenditures to continue.
On July 14, 1998, the Company's Chairman of the Board, certain officers,
directors and, a former director and the spouse of an officer and an employee of
Sandsport Data Services, Inc. ("Sandsport'), the Company's wholly owned
subsidiary, exercised their respective options and warrants to purchase an
aggregate of 921,334 shares of Common Stock under the 1998 Plan at exercise
prices ranging from $1.38 to $2.61 per share for an aggregate cost of
$1,608,861. Payment for such shares was made to the Company in the amount of
$921 representing the par value of the shares, and a portion in the form of
non-recourse promissory notes due in July 2001, with interest at eight and
one-half percent (8-1/2%) per annum, payable annually, and secured by the number
of shares exercised. The Company has received interest payments on such notes in
the amount of $160,600 during the three months ended August 31, 2000. At August
31, 2000, the outstanding balance on such notes, including principal and accrued
but unpaid interest, was $1,618,948.
On April 18, 1997, the Company's wholly owned subsidiary, Sandsport Data
Services, Inc. ("Sandsport"), entered into a revolving credit agreement (the
"Credit Agreement") with a bank (the "Bank") which allows Sandsport to borrow
amounts up to $3,000,000. Interest accrues on amounts outstanding under the
Credit Agreement at a rate equal to the London Interbank Offered Rate plus 2%
and will be paid quarterly in arrears or, at Sandsport's option, interest may
accrue at the Bank's prime rate. The Credit Agreement required Sandsport to pay
a commitment fee in the amount of $30,000 and a fee equal to 1/4% per annum
payable on the unused average daily balance of amounts under the Credit
Agreement. In addition, there are other fees and charges imposed based upon
Sandsport's failure to maintain certain minimum balances. The Credit Agreement
which expired on March 1, 2000 has been amended by the Bank to permit Sandsport
to borrow amounts up to $4,500,000 until February 14, 2003. Interest accrues at
the same rate as the original Credit Agreement. The indebtedness under the
Credit Agreement is guaranteed by the Company and Sandsport's sister
subsidiaries (the "Group"). The collateral for the facility is a first lien on
all equipment owned by members of the Group, as well as a collateral assignment
of $2,000,000 of life insurance payable on the life of the Company's Chairman of
the Board. All of the Group's assets are pledged to the Bank as collateral for
the amounts due under the Credit Agreement. The Group's guaranty to the bank was
modified to conform covenants to comply with those in the Credit Agreement.
In addition, pursuant to the Credit Agreement, the Group is required to maintain
certain levels of net worth and meet certain financial ratios in addition to
various other affirmative and negative covenants. At May 31, 2000, the Group
failed to meet the net worth covenant, and the Bank granted the Group a waiver.
At August 31, 2000, the outstanding balance on the Credit Agreement with the
Bank was $2,150,000
At August 31, 2000, the Company owed Health Card $500,000 pursuant to a
promissory note, dated May 31, 2000, made payable by the Company to the order of
Health Card in the original principal amount of $500,000 plus interest at the
rate of 9-1/2%, payable quarterly. The note, which was originally due and
payable on June 1, 2001, was subsequently amended to extend such due date to
September 1, 2001. At August 31, 2000, the Company owed interest of $11,875 to
Health Card which has been paid subsequently.
At August 31, 2000, the Company owed a third party $100,000 pursuant to a
promissory note, dated June 9, 2000, made payable by the Company to the order of
such third party in the original amount of $100,000 plus interest at a rate of 9
1/2%; interest on such note is payable quarterly and such note is due on June 9,
2001. The note was subsequently paid in full in September 2000.
The Company believes the results of its continued operations, together with the
available credit line, should be adequate to fund presently foreseeable working
capital requirements.
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SANDATA, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - LEGAL PROCEEDINGS:
Reference is made to Form 10-KSB for the fiscal year ended May 31, 2000 "Part I
Item 3 - Legal Proceedings"
Item 2 - CHANGES IN SECURITIES:
During the fiscal quarter ended August 31, 2000, the Company granted incentive
stock options to employees under the 1998 Stock Option Plan (the "Plan") to
purchase up to 14,248 shares of common stock for $3.00 per share. Such options
vest over a three year period commencing upon the completion of one year of
employment with the Company and terminate after five years. At August 31, 2000
an aggregate of 921,414 options have been granted under the Plan.
Item 3 - DEFAULTS UPON SENIOR SECURITIES:
None
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
Item 5 - OTHER INFORMATION:
None
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Item 6 - EXHIBITS AND REPORTS ON FORM 8-K:
3(A)(i) Certificate of Incorporation and Amendments thereto including
Certificate of Ownership and Merger (DE) and Agreement and Plan of
Merger (1)
3(A)(ii) Certificate of Amendment to Certificate of Incorporation filed July 27, 1993
(1)
3(A)(iii) Certificate of Amendment to Certificate of Incorporation filed May
26, 1995 (1)
3(B) By-Laws (1)
4.1 Nassau County Industrial Development Agency Industrial Development
Revenue Bonds (1994 Brodsky Sibling Realty Inc. Project) dated June
1, 1994 (1)
4.2 Revolving Credit Agreement dated as of April 20, 1995 by and among
Sandsport Data Services, Inc. and Marine Midland Bank (1)
4.3 Nassau County Industrial Development Agency Industrial Development
Revenue Bonds (1994 Brodsky Sibling Realty Inc. Project) Assumption
and Amendment of Certain Agreements dated July 1, 1995 (1)
4.4 Loan Agreement dated August 11, 1995 between Sandata, Inc. and Long
Island Development Corporation (1)
4.5 "504" Note dated August 11, 1995 from the Long Island Development
Corporation to Sandata, Inc. (1)
4.6 Nassau County Industrial Development Agency Industrial Development
Revenue Bonds (1994 Brodsky Sibling Realty Inc. Project) Assumption
and Amendment of Certain Agreements dated November 1, 1996 (3)
4.7 Revolving Credit Agreement dated as of April 18, 1997 by and among
Sandsport Data Services, Inc. and Marine Midland Bank (3)
4.8 Second Amendment dated as of February 14, 2000 to
Revolving Credit Agreement by and among Sandsport Data
Services, Inc. and HSBC Bank USA (6)
4.9 Letter, dated October 13, 2000, from HSBC Bank USA to Sandsport Data Services, Inc.
10.1 Software License Agreement and Distribution Agreement between Sandata
Home Health Systems, Inc. and Fastrack Healthcare Systems, Inc. dated
as of June 15, 1995 (1)
10.2 Employees' Incentive Stock Option Plan (1)
10.3 First Amendment to Incentive Stock Option Plan dated April 4, 1989 (1)
10.4 Second Amendment to Incentive Stock Option Plan dated
December 18, 1990 (1)
10.5 1986 Non-statutory Stock Option Plan (1)
10.6 Amendment to 1986 Non-statutory Stock Option Plan dated April 4, 1989
(1)
10.7 1995 Stock Option Plan (1)
10.8 1998 Stock Option Plan (5)
10.9 Common Stock Purchase Warrants as issued to Bert E. Brodsky (1)
10.10 Deferred Compensation Plan dated May 1, 1992 between the Registrant
and Bert E. Brodsky (1)
10.11 Form of agreement between Sandsport Data Services, Inc. and vendor
agency (2)
10.12 Form of agreement between Sandsport Data Services, Inc. and vendor
agency (2)
10.13 Form of Subscription Agreement dated December 23, 1996 (2)
10.14 Form of Subscription Agreement dated September 12, 1996 (2)
10.15 Form of Common Stock Purchase Warrant ($5.00 Exercise Price) (2)
10.16 Form of Common Stock Purchase Warrant ($7.00 Exercise Price) (2)
10.17 Form of Redeemable Common Stock Purchase Warrant (2)
10.18 Employment Agreement dated February 1, 1997 between
the Registrant and Bert E. Brodsky (3)
10.19 Form of Pledge Agreement (4)
10.20 Form of Non-Negotiable Promissory Note (4)
10.21 Stock Option Agreement dated December 10, 1998 between the Registrant
and Bert E. Brodsky (6)
10.22 Stock Option Agreement dated February 3, 2000 between the
Registrant and Bert E. Brodsky (6)
10.23 Stock Option Agreement dated April 15, 2000 between the
Registrant and Stephen Davies (6)
10.24 Promissory Note dated May 31, 2000 between National
Medical Health Card Systems, Inc. and the Registrant (6)
10.25 Amended Promissory Note dated May 31, 2000 between
National Medical Health Card Systems, Inc. and the
Registrant
16 Letter re Change in Certifying Accountant (1)
27 Financial Data Schedule (for electronic filing)
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(1) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Report on Form 10-KSB for the fiscal year
ended May 31, 1995.
(2) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to Amendment No. 1 to Form S-3 Registration Statement as filed
with the Securities and Exchange Commission on May 27, 1997.
(3) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Report on Form 10-KSB for the fiscal year
ended May 31, 1997.
(4) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Report on Form 10-KSB for the fiscal year
ended May 31, 1998.
(5) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Report on Form 10-KSB for the fiscal year
ended May 31, 1999.
(6) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Report on Form 10-KSB for the fiscal year
ended May 31, 2000.
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Page 19 of 19
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.
SANDATA, INC.
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(Registrant)
Date: October 13, 2000 By: /s/ Bert E. Brodsky
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Bert E. Brodsky
Chairman of the Board
Principal Executive Officer and
Principal Financial and Accounting Officer
