SBM INDUSTRIES INC
10QSB/A, 1995-05-15
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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<PAGE>
 
                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A


[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended    March 31, 1995
                              --------------------------------------------------

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the Transition period from                    to
                              --------------------  ----------------------------

Commission File Number              1-8912
                      ----------------------------------------------------------

                              SBM INDUSTRIES, INC.
- --------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)


         Delaware                                            36-1805030
- --------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)
 
     Two Madison Avenue
     Larchmont, NY                                           10538
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                (Zip Code) 

Issuer's telephone number                    (914) 833-0649
                         -------------------------------------------------------

                                     SAME
- --------------------------------------------------------------------------------
             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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:  Check whether the registrant 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  court.  
Yes      No
    ---     ---

APPLICABLE ONLY TO CORPORATE ISSUERS:  State the number of shares outstanding of
each of the issuer's classes of common equity, as of the latest practicable
date:  $1.00 par value - 2,027,616 shares at May 10, 1995.
       --------------------------------------------------          
<PAGE>
 
                          PART II - OTHER INFORMATION
                          ---------------------------

                              SBM INDUSTRIES, INC.
                              --------------------

                                 MARCH 31, 1995
                                 --------------


     Item 1.  Legal Proceedings
               In March 1995, four alleged class action complaints were filed in
               the United States District Court for the Southern District of New
               York against the Company and some of its directors. The
               complaints allege violations of the federal securities laws in
               connection with the financial information contained in the
               Company's quarterly financial reports issued in 1994. The alleged
               classes of plaintiffs consist of persons who purchase the
               Company's stock between specified dates in May 1994 and February
               1995. As the matter is in the early stages, it is too soon to
               assess the outcome. The Company intends to defend itself
               vigorously.

     Item 2.  Changes in Securities
               Not applicable

     Item 3.  Defaults upon Senior Securities
               Not applicable

     Item 4.  Submission of Matters to a Vote of Security Holders
               Not applicable

     Item 5.  Other Information
               Not applicable

     Item 6.  Exhibits and Reports on Form 8-K
               (a) No exhibits are required to be filed in this report

               (b) Reports on Form 8-K
                 No reports on Form 8-K were filed during the quarter ended
                 March 31, 1995



                                   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.

                              SBM INDUSTRIES, INC.


     Date: May 12, 1995    By: /s/  Peter Nisselson
                              ---------------------
                                    Peter Nisselson, President


     Date: May 12, 1995    By: /s/  Lawrence Goldstein
                              ------------------------
                                    Lawrence Goldstein, 
                                     Vice-President, Treasurer

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