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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
ON
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended June 30, 1996.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO
___________
Commission file number 0-15873
LASERGATE SYSTEMS, INC.
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(Exact name of small business issuer in its charter)
FLORIDA 59-2543206
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(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification No.)
28050 U.S. 19 NORTH, SUITE 502, CLEARWATER, FLORIDA 34621
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(Address of principal executive office) (Zip Code)
28050 US 19 N, Suite 502, Clearwater, Florida 34621
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(Address of principal executive office) (Zip code)
Issuer's telephone number: (813) 725-0882
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date.
Class Outstanding at October 30, 1996
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Common stock $0.03 par value 7,432,061
Transitional Small Business Disclosure Format (check one)
Yes No X
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LASERGATE SYSTEMS, INC.
AMENDMENT NO.1 ON
FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 1996
INDEX
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Page
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Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 3
Signature 4
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Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1 Amended and Restated Articles of Incorporation of the
Registrant.
*4.1 Form of Series F Subscription Agreement for the Purchase
of Shares of Series F Preferred Stock
*4.2 Form of Registration Rights Agreement With Respect to the
Purchases of Shares of Series F Preferred Stock
*27.1 Financial Data Schedule
(b) Reports on Form 8-K: The Company has not filed any reports on Form 8-K
during the quarter ended June 30, 1996.
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* Previously filed.
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Lasergate Systems, Inc.
Registrant
Date: October 31, 1996 /s/ PHILIP P. SIGNORE
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PHILIP P. SIGNORE
Vice President and
Chief Financial Officer
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LASERGATE SYSTEMS, INC.
The undersigned subscriber to these Articles of Incorporation, a
natural person competent to contract, hereby forms a corporation under the laws
of the State of Florida.
ARTICLE I. NAME
The name of the corporation shall be:
LASERGATE SYSTEMS, INC.
The principal place of business of this corporation shall be 28050
U.S. 19 North, Suite 502, Corporate Square, Clearwater, Florida 34621.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any of all lawful
activities or business permitted under the laws of the United States, the State
of Florida or any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The total number of shares of all classes of stock which the
Corporation has authority to issue is Twenty Two Million (22,000,000),
consisting of Twenty Million (20,000,000) shares of Common Stock, par value $.03
per share (the "Common Stock"), and Two Million (2,000,000) shares of Preferred
Stock, par value $.03 per share (the "Preferred Stock"). All or any part of the
Common Stock may be paid for in cash, in property, in formulas, copyrights,
patents, trade names, equipment, or in labor or services at a fair valuation to
be fixed by the incorporators or by the Board of Directors at a meeting called
for said purpose. All stock when issued shall be non-assessable. The
stockholders of the Corporation shall not, solely by virtue of being
stockholders, have preemptive rights to acquire the Corporation's stock,
including unissued or treasury shares of the Corporation or securities of the
Corporation convertible into or carrying a right to subscribe to or acquire
shares of the Corporation's stock. The Preferred Stock shall be issuable in
series with such designations, terms, limitations and relative rights and
preferences as may be fixed from time to time by the Board of Directors.
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The designations, terms, limitations and relative rights and
preferences of the shares of Common Stock and Preferred Stock (unless otherwise
fixed by the Board of Directors) are as follows:
(I) COMMON STOCK
1. DIVIDENDS. Subject to the prior and superior right of the
Preferred Stock, the holders of outstanding shares of Common Stock (the "Common
Stock Holders") shall be entitled to receive dividends as, when and in the
amount declared by the Board of Directors, out of any funds legally available
therefor.
2. LIQUIDATION, DISSOLUTION AND WINDING UP. Subject to the
prior and superior right of the Preferred Stock, in the event of any
liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary, the Common Stock Holders shall be entitled to
receive, out of the net assets of the Corporation, after payment or provision
for payment of the debts and other liabilities of the Corporation, that portion
of the remaining funds to be distributed. Such funds shall be paid to the Common
Stock Holders on the basis of the number of shares of Common Stock held by each
of them. Neither the consolidation nor merger of the Corporation into or with
any other corporation nor the sale or transfer by the Corporation of all or any
part of its assets shall be deemed a liquidation, dissolution or winding up of
the affairs of the Corporation within the meaning of the provisions of this
Section (a)(2).
3. VOTING. Shares of Common Stock shall entitle the holder
thereof to one vote for each share held with respect to all matters voted on by
the stockholders of the Corporation.
4. REVERSE STOCK SPLIT. Effective 12:01 a.m. on June 23,
1994, each twelve (12) shares of Common Stock then issued shall be automatically
reclassified into one share of Common Stock of the Corporation. There shall be
no fractional shares issued. In lieu thereof, each fraction of a share that
would otherwise be issued to holders of record thereof shall be entitled to
receive scrip upon the request of such holders. At such time as any shareholder
has sufficient scrip equal to a full share, such scrip may be exchanged with the
Company for a full share.
(II) PREFERRED STOCK
1. SERIES. The shares of Preferred Stock may be divided into
and issued in one or more series, and each series shall be so designated so as
to distinguish the shares thereof from the shares of all other series. All
shares of Preferred Stock shall be identical except in respect of particulars
which may be fixed by the Board of Directors as hereinafter provided pursuant to
authority which is hereby expressly vested in the Board of Directors. Each share
of a series shall be identical in all respects with all other shares of such
series, except as to the date from which dividends thereon shall be cumulative
on any series as to which dividends are cumulative. Shares of Preferred Stock of
any series which have been retired in any manner, including shares redeemed or
reacquired by the Corporation and shares which have been converted into or
exchanged for shares of any other class,
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or any series of the same or any other class shall have the status of authorized
but unissued shares of Preferred Stock and may be reissued as shares of the
series of which they were originally a part or may be issued as shares of a new
series or any other series of the same class.
2. PROVISIONS. Before any shares of Preferred Stock of any
series shall be issued, the Board of Directors, pursuant to authority hereby
expressly vested in it, shall fix by resolution or resolutions the following
provisions in respect of the shares of each such series so far as the same are
not inconsistent with the provisions of this Article III applicable to all
series of Preferred Stock:
(a) the distinctive designations of such series and the
number of shares which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of Directors in creating
such series) or decreased (but not below the number of shares thereof then
outstanding) from time to time by like action of the Board of Directors;
(b) the annual rate or amount of dividends, if any,
payable on shares of such series (which dividends would be payable in preference
to any dividends on Common Stock), whether such dividends shall be cumulative or
non-cumulative and the conditions upon which and/or the dates when such
dividends shall be payable;
(c) whether the shares of such series shall be redeemable
and, if so, the terms and conditions of such redemption, including the time or
times when and the price or prices at which shares of such series may be
redeemed;
(d) the amount, if any, payable on shares of such series
in the event of liquidation, dissolution or winding up of the affairs of the
Corporation;
(e) whether the shares of such series shall be convertible
into or exchangeable for shares of any other class, or any series of the same or
any other class, and, if so, the terms and conditions thereof, including the
date or dates when such shares shall be convertible into or exchangeable for
shares of any other class, or any series of the same or any other class, the
price or prices or the rate or rates at which shares such series shall be so
convertible or exchangeable, and the adjustments which shall be made, and the
circumstances in which such adjustments shall be made, in such conversion or
exchange prices or rates; and
(f) whether such series shall have any voting rights in
addition to those prescribed by law and, if so, the terms and conditions of
exercise of voting rights; and
(g) any other preferences and relative, participating,
optional or other special rights, and any qualifications, limitations and
restrictions thereof.
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A. DESIGNATION OF THE SERIES F PREFERRED STOCK. There shall be a series
of Preferred Stock designated as "Series F Preferred Stock." Each share of such
series shall be referred to herein as a "Series F Share." The authorized number
of such Series F Shares is eight thousand (8,000).
1. DIVIDENDS. The holders of record of Series F Preferred
Stock shall be entitled to receive, when and if declared by the Board of
Directors of the Corporation, out of funds legally available therefor, dividends
paid in cash, stock or otherwise. When dividends become so payable, the Board of
Directors of the Corporation shall declare such dividends and cause them to be
paid, to the full extent of any funds legally available therefor. In the event
that the Corporation shall pay on the Corporation's Common Stock, $.03 par value
per share, any dividend, whether in cash, property or otherwise, the Corporation
shall pay a dividend on the Series F Shares in an amount per share which is
equal to that which holders of the Series F Shares would have been entitled had
they converted such shares into Common Stock immediately prior to the payment of
such dividend.
2. LIQUIDATION PREFERENCE.
(a) In the event of any liquidation, dissolution or
winding-up of the Corporation, either voluntary or involuntary (a
"Liquidation"), the holders of shares of the Series F Preferred Stock then
issued and outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its shareholders, whether from
capital, surplus or earnings, before any payment shall be made to the holders of
shares of the Common Stock or upon any other series of Preferred Stock of the
Corporation with a liquidation preference subordinate to the liquidation
preference of the Series F Preferred Stock, and amount equal to one thousand
dollars ($1,000) per share. If, upon any Liquidation of the Corporation, the
assets of the Corporation available for distribution to its shareholders shall
be insufficient to pay the holders of shares of the Series F Preferred Stock and
the holders of any other series of Preferred Stock with liquidation preference
equal to the liquidation preference of the Series F Preferred Stock the full
amounts to which they shall respectively be entitled, the holders of shares of
the Series F Preferred Stock and the holders of any other series of Preferred
Stock with a liquidation preference equal to the liquidation preference of the
Series F Preferred Stock shall receive all of the assets of the Corporation
available for distribution and each such holder of shares of the Series F
Preferred Stock and the holders of any other series of Preferred Stock with a
liquidation preference equal to the liquidation preference of the Series F
Preferred Stock shall share ratably in any distribution in accordance with the
amounts due such shareholders. After payment shall have been made to the holders
of shares of the Series F Preferred Stock of the full amount to which they shall
be entitled, as aforesaid, the holders of shares of the Series F Preferred Stock
shall be entitled to no further distributions thereon and the holders of shares
of the Common Stock and of shares of any other series of stock of the
Corporation shall be entitled to share, according to their respective rights and
preferences, in all remaining assets of the Corporation available for
distribution to its shareholders.
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(b) A merger or consolidation of the Corporation with or
into any other corporation, or a sale, lease, exchange, or transfer of all or
any part of the assets of the Corporation which shall not in fact result in the
liquidation (in whole or in part) of the Corporation and the distribution of its
assets to its shareholders shall not be deemed to be a voluntary or involuntary
liquidation (in whole or in part), dissolution, or winding-up of the
Corporation.
3. CONVERSION OF SERIES F PREFERRED STOCK. The holders of
Series F Preferred Stock shall have the following conversion rights:
(a) RIGHT TO CONVERT. Each share of Series F Preferred
Stock shall be convertible, on the Conversion Dates and at the Conversion Prices
set forth below, into fully paid and nonassessable shares of Common Stock.
(b) MECHANICS OF CONVERSION. Each holder of Series F
Preferred Stock who desires to convert the same into shares of Common Stock
shall provide written notice ("Conversion Notice") via telecopy, hand delivery,
or overnight delivery service to the Corporation. The original Conversion Notice
and the certificate or certificates representing the Series F Preferred Stock
for which conversion is elected, shall be delivered to the Corporation by
international courier, duly endorsed. The date upon which a Conversion Notice is
properly received by the Corporation shall be a "Notice Date."
The Corporation shall use all reasonable efforts to issue and deliver
within three (3) business days after the Notice Date, to such holder of Series F
Preferred Stock at the address of the holder on the stock books of the
Corporation, a certificate or certificates for the number of shares of Common
Stock to which the holder shall be entitled as aforesaid; provided that the
original shares of Series F Preferred Stock to be converted are received by the
transfer agent or the Corporation within three business days after the Notice
Date and the person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock on such date. If the original
shares of Series F Preferred Stock to be converted are not received by the
transfer agent or the Corporation within three business days after the Notice
Date, the Conversion Notice shall become null and void.
(c) CONVERSION DATES. The Series F Preferred Stock shall
become convertible into shares of Common Stock at any time commencing forty-five
(45) days after the last day on which there is an original issuance of the
Series F Preferred Stock (the "Conversion Date").
(d) CONVERSION PRICE. Each share of Series F Preferred
Stock shall be convertible into the number of shares of Common Stock according
to the following formula:
N x 1,000
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Conversion Price
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N = the number of shares of the Series F
Preferred Stock for which conversion
is being elected.
Conversion
Price = the average closing bid price of the
Corporation's Common Stock for the
five (5) trading days immediately
preceding the Notice Date; provided,
however, that with respect to any
conversion effected on or after June
6, 1997 but prior to June 6, 1998,
the Conversion Price shall be
reduced to an amount calculated by
multiplying the Conversion Price by
.96, and with respect to any
conversion effected on or after June
6, 1998, the Conversion Price shall
be reduced to an amount calculated
by multiplying the Conversion Price
by .94; and provided further,
however, in no event shall the
Conversion Price be less than $0.45
nor greater than $1.00.
(e) FRACTIONAL SHARES. No fractional share shall be issued
upon the conversion of any shares, share or fractional share of Series F
Preferred Stock. All shares of Common Stock (including fractions thereof)
issuable upon conversion of shares (or fractions thereof) of Series F Preferred
Stock by a holder thereof shall be aggregated for purposes of determining
whether the conversion would result in the issuance of any fractional share. If,
after the aforementioned aggregation, the conversion would result in the
issuance of a fraction of a share of Common Stock, the Corporation shall, in
lieu of issuing any fractional share, pay the holder otherwise entitled to such
fraction a sum in cash equal to the closing bid price of the Corporation's
Common Stock on the Notice Date Multiplied by such fraction.
(f) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series F Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all then outstanding shares of the Series F Preferred Stock; and
if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then outstanding shares
of the Series F Preferred Stock, the Corporation will take such corporate action
as may be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.
(g) ADJUSTMENT TO CONVERSION PRICE.
(i) If, prior to the conversion of all shares
of Series F Preferred Stock, the number of outstanding shares of Common Stock is
increased by a stock split, stock dividend, or other similar event, the
Conversion Price shall be proportionately reduced, or if the number of
outstanding shares of Common Stock is decreased by a combination or
reclassification of shares, or other similar event, the Conversion Price shall
be proportionately increased.
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(ii) If, prior to the conversion of all shares
of Series F Preferred Stock, there shall be any merger, consolidation, exchange
of shares, recapitalization, reorganization, or other similar event, as a result
of which shares of Common Stock of the Corporation shall be changed into the
same or a different number of shares of the same or another class or classes of
stock or securities of the Corporation or another entity, then the holders of
Series F Preferred Stock shall thereafter have the right to purchase and receive
upon conversion of shares of Series F Preferred Stock, upon the basis and upon
the terms and conditions specified herein and in lieu of the shares of Common
Stock immediately theretofore issuable upon conversion, such shares of stock
and/or securities as may be issued or payable with respect to or in exchange for
the number of shares of Common Stock immediately theretofore purchasable and
receivable upon the conversion of shares of Series F Preferred Stock held by
such holders had such merger, consolidation, exchange of shares,
recapitalization or reorganization not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the holders of the Series F Preferred Stock to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the
Series F Preferred Stock) shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the exercise hereof. The Corporation shall not effect any
transaction described in this subsection unless the resulting successor or
acquiring entity (if not the Corporation) assumes by written instrument the
obligation to deliver to the holders of the Series F Preferred Stock such shares
of stock and/or securities as, in accordance with the foregoing provisions, the
holders of the Series F Preferred Stock may be entitled to purchase.
(iii) If any adjustment under this subsection
would create a fraction share of Common Stock or a right to acquire a fractional
share of Common Stock, such fractional share shall be disregarded and the number
of shares of Common Stock issuable upon conversion shall be the next higher
number of shares.
4. REDEMPTION OF SERIES F PREFERRED STOCK.
(a) At any time on or after June 7, 1999, the Corporation
may redeem, at its option, from any source of funds legally available therefor,
the Series F Preferred Stock, as a whole. The Corporation shall effect such
redemption by paying in cash in exchange for each outstanding share of Series F
Preferred Stock a sum equal to $1.00 per share of Preferred Stock (the
"Redemption Price").
(b) At least 30 but no more than 40 days prior to the date
fixed for redemption pursuant hereto by the Corporation (the "Redemption Date"),
written notice of the redemption to be effected shall be transmitted by the
Corporation to each holder of record of outstanding Series F Shares (at the
close of business on the business day next preceding the day on which notice is
given), at the address last shown on the records of the Corporation for such
holder
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(the "Redemption Notice"). The Redemption Notice shall be mailed by the
Corporation to each holder via United States mail, first class postage or
international air mail postage, as applicable, prepaid, and the Corporation
shall transmit a copy of such notice to each holder via a recognized courier
service (such as Federal Express of DHL) that guarantees delivery of such notice
within a maximum of seven (7) days from deposit of such notice with such courier
service. The Redemption Notice shall specify the Redemption Date. On or after
the Redemption Date each holder of Series F Preferred Stock shall surrender to
the Corporation the certificate or certificates representing such shares at the
principal executive office of the Corporation and in the manner designated in
the Redemption Notice, and thereupon the Redemption Price of such share shall be
payable to the order of the person whose name appears on such certificate as the
owner thereof and each surrendered certificate shall be canceled.
(c) Any shares of Preferred Stock specified for redemption
shall continue to be convertible during the period from the date of the
Redemption Notice through the day before the Redemption Date in accordance with
the conversion provisions hereof.
5. VOTING. Except as otherwise provided by the General
Corporation Law of the State of Florida, the holders of the Series F Preferred
Stock shall have no voting power whatsoever, and no holder of Series F Preferred
Stock shall vote or otherwise participate in any proceeding in which action
shall be taken by the Corporation or the shareholders thereof or be entitled to
notification as to any meeting of the Board of Directors or the shareholders.
6. PROTECTIVE PROVISIONS. So long as shares of Series F
Preferred Stock are outstanding, the Corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of at least a majority of the then outstanding shares of Series F
Preferred Stock:
(a) alter or change the rights, preferences or privileges
of the shares of Series F Preferred Stock so as to affect adversely the Series F
Preferred Stock;
(b) create any new class or series of stock having a
preference over the Series F Preferred Stock with respect to dividends, to
payments upon Liquidation (as provided for in Section B of this Designation) or
to redemption; or
(c) do any act or thing not authorized or contemplated by
this Designation which would result in taxation of the holders of shares of the
Series F Preferred Stock under Section 305 of the Internal Revenue Code of 1986,
as amended (or any comparable provision of the Internal Revenue Code as
hereafter from time to time amended).
7. STATUS OF CONVERTED STOCK. In the event any shares of
Series F Preferred Stock shall be converted as contemplated by this Designation,
the shares so converted shall be canceled, shall return to the status of
authorized but unissued Preferred Stock of no designated class or series, and
shall not be issuable by the Corporation as Series F Preferred Stock.
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ARTICLE IV. ADDRESS
The street address of the initial registered office of the
corporation shall be 502 East Park Avenue, Tallahassee, Florida 32301, and the
name of the initial registered agent of the corporation at that address is
Corporation Information Services, Inc. - Gail Shelby
ARTICLE V. TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI. SPECIAL PROVISION
The stock of this corporation is intended to qualify under the
requirements of Section 1244 of the Internal Revenue Code and the regulations
issued thereunder. Such actions as are necessary will be taken by the
appropriate officers to accomplish this compliance.
ARTICLE VII. DIRECTORS
This corporation shall have no Directors, initially. The affairs of
the Corporation will be managed by the shareholders until such time Directors
are designated as provided by the Bylaws.
ARTICLE VIII. SUBSCRIBER
The name and street address of the subscriber to these Articles of
Incorporation is:
Gail Shelby
502 East Park Avenue
Tallahassee, Florida 32301
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