UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Not Required] For the fiscal year ended September 30, 1996
or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] For the transition period from to
Commission file number 0-14273
DCX, INC.
(Name of small business issuer)
Colorado 84-0868815
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1597 Cole Blvd., Ste 300B, Golden, Colorado 80401
(Address of principal executive offices) (Zip code)
Issuer's telephone number (303) 274-8708
Securities registered pursuant to Section 12(g) of the Exchange Act:
Title of each class
Common Stock, no par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities and 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
----- -----
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The issuer's revenues for its most recent fiscal year were $4,410,592.
As of November 30, 1996, the aggregate market value of the shares of the
issuer's voting stock held by non-affiliates of the issuer based on the average
of closing bid and asked prices of the Common Stock as reported on the NASDAQ
Small Cap Market sm, was approximately $8,485,445.
As of November 30, 1996, the issuer had outstanding 4,434,109 shares of Common
Stock.
Transitional Small Business Disclosure Format: Yes [ ] ; No [ X ]
Exhibit index begins on page 11. Total number of pages in this report is 34.
<PAGE>
PART I
Item 3 - LEGAL MATTERS is amended to read as follows:
Three of the Company's contracts, totaling gross sales in excess of $10 million,
were terminated in July, 1988, by the Defense General Supply Center (DGSC) for
alleged default. DGSC is a subordinate activity of the Defense Logistics Agency
(DLA). As previously reported, the Company completed the settlement process in
December, 1995, following a favorable decision in May, 1992, from the Armed
Services Board of Contract Appeals (ASBCA) on two of three cases in longstanding
litigation with the Department of Defense.
The third contract required the Company to design, develop, test and manufacture
light sets to a specified schedule. Because of a Government caused delay, a
required test report was three days late for which DGSC terminated the contact
for default. The Company found this treatment to be inequitable and contested
the termination for default of the third contract at the ASBCA and ultimately
filed a petition for certiorari at the United States Supreme Court.
On November 19, 1996, the Company learned that its petition for certiorari was
denied. In its third fiscal quarter the Company recorded a reserve of
approximately $521,000 for the effect of the loss. Certain actions ensuing from
the loss could have a materially adverse effect on the Company (See Note Five to
Financial Statements and Item 6, Management Discussion and Analysis).
On December 11, 1996, the Company filed a complaint in the District Court for
Douglas County, Colorado, against Airtech International Corporation ("Airtech"),
John Potter, and C.J. Comu. The Company alleges, among other items, that the
defendants failed to pay funds that they agreed to pay the Company, that the
defendants breached the Agreement for Exchange of Shares dated July 29, 1996,
between the Company and Airtech, and that the defendants made material
misrepresentations of facts to the Company. The complaint seeks recovery of
costs and expenses incurred by the Company, and seeks payment of funds the
defendants agreed to pay to the Company. The defendants have filed an answer and
counterclaim. The Company believes the allegations in the counterclaim are
without merit.
The Company is engaged in various other litigation matters from time to time in
the ordinary course of business. The Company believes the outcome of any such
litigation will not have a material effect on the Company.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this amemded report to be signed on its behalf by
the undersigned, thereunto duly authorized.
DCX, INC.
Date: 1/21/98 By: /s/ Fred Beisser
--------- ----------------------------------
Frederick G. Beisser
Vice President--Finance &
Administration, Secretary, Treasurer,
Director and Principal Accounting
Officer
