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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM 10-KSB/A
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO _________
Commission File Number 0-22190
ELTRAX SYSTEMS, INC.
(Name of small business issuer as specified in its charter)
MINNESOTA 41-1484525
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
2000 TOWN CENTER
SUITE 690
SOUTHFIELD, MI 48075
(Address of principal executive offices)
(248) 358-1699
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
COMMON STOCK, $0.01 PAR VALUE
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 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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Check if there is no disclosure of delinquent filers in response 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. [ ]
The registrant's revenues for the year ended December 31, 1997:
$49,934,139.
As of FEBRUARY 2, 1998, 10,847,771 shares of Common Stock of the
registrant were outstanding, and the aggregate market value of the
Common Stock of the registrant as of that date (based upon the last
reported sale price of the Common Stock reported on that date by
the NASDAQ Small Cap Market), excluding outstanding shares
beneficially owned by directors and officers, was $45,595,121.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-KSB incorporates by
reference information (to the extent specific sections are referred
to herein) from the Company's Proxy Statement for its Annual
Meeting of Shareholders to be held May 19, 1998 (the "1998 Proxy
Statement").
Transitional Small Business Disclosure Format (check one): yes no X
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This Form 10-KSB/A is being filed solely to add Exhibit 23.1 to such
report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange
Act, the Registrant caused this report on Form 10-KSB/A to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date April 15, 1998
ELTRAX SYSTEMS, INC.
By: /s/ William P. O'Reilly
-----------------------------
William P. O'Reilly,
Chief Executive Officer,
Chairman of the Board and
Director
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ELTRAX SYSTEMS, INC.
EXHIBIT INDEX
FORM 10-KSB
FOR THE YEAR ENDED DECEMBER 31, 1997
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2.1 Agreement and Plan of Merger Incorporated by reference to
dated as of May 14, 1996 by Exhibit 2.1 to the Company's
and among Eltrax Systems, Current Report on Form 8-K dated
Inc., Rudata Acquisition June 3, 1996 (File No. 0-22190).
Corporation, Nordata
Acquisition Corporation,
Rudata, Inc., Nordata, Inc.
and Howard B. and Ruby Lee
Norton, as amended pursuant to
that First Amendment to
Agreement and Plan of Merger
dated as of May 17, 1996 by
and among the same parties.
2.2 Agreement and Plan of Merger Incorporated by reference to
dated as of October 31, 1996 Exhibit 2.1 to the Company's
by and among Eltrax Systems, Current Report on Form 8-K dated
Inc., ANS Acquisition November 12, 1996 (File No. 0-
Corporation, Atlantic Network 22190).
Systems, Inc. and Walter C.
Lovett, Douglas L. Roberson
and B. Taylor Koonce. (1)
2.3 Agreement and Plan of Merger Incorporated by reference to
dated as of May 14, 1997 by Exhibit 2.1 to the Company's
and among Eltrax Systems, Current Report on Form 8-K dated
Inc., EJG Techline Acquiring May 14, 1997 (File No. 0-22190).
Corporation, EJG Techline
Incorporated and Edward J. and
Kathleen M. Gorlitz and Colin
E. and Diane C. Quinn. (1)
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2.4 Agreement and Plan of Merger Incorporated by reference to
dated as of July 1, 1997 by Exhibit 2.1 to the Company's
and among Eltrax Systems, Current Report on Form 8-K dated
Inc., Four Corners Acquiring July 1, 1997 (File No. 0-22190).
Corporation, Four Corners
Technology, Inc. and Robert A.
Hughes, Joel J. Blickenstaff
and David Noall. (1)
2.5 Agreement and Plan of Merger Incorporated by reference to
dated as of August 15, 1997 by Exhibit 2.1 to the Company's
and among Eltrax Systems, Current Report on Form 8-K dated
Inc., Hi-Tech Acquiring August 15, 1997 (File No. 0-
Corporation, Hi-Tech 22190).
Connections, Inc And Edward C.
Barrett, Daniel M. Christy,
David R. Hurlbrink, David R.
Spatz, Raymond H. Melcher and
Timothy E. Devlin. (1).
2.6 Agreement and Plan of Merger Incorporated by reference to
dated as of October 31, 1997 Exhibit 2.1 to the Company's
by and among Eltrax Systems, Current Report on Form 8-K dated
Inc., DataComm Acquiring October 3, 1997 (File No. 0-
Corp., Midwest Acquiring 22190).
Corp., DataComm Associates,
Inc., Midwest Telecom
Associates, Inc. and John M.
Good, and Harold Madison. (1)
3.1 Amended and Restated Articles Incorporated by reference to
of Incorporation of the Exhibit 3.1 to the Company's
Company, as amended. Registration Statement on Form S-
18 (File No. 33-51456).
3.2 Bylaws of the Company, as Incorporated by reference to
amended. Exhibit 3.2 to the Company's
Quarterly Report on Form 10-QSB
for the quarter ended September
30, 1996 (File No. 0-22190).
4.1 Specimen Form of the Company's Incorporated by reference to
Common Stock Certificate. Exhibit 4.1 to the Company's
Registration Statement on Form S-
18 (File No. 33-51456).
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4.2 Warrant, dated as of October Incorporated by reference to
31, 1996, to purchase 106,250 Exhibit 10.4 to the Company's
shares of Common Stock of the Current Report on Form 8-K filed
Company granted to Walter C. November 12, 1996 (File No. 0-
Lovett. 22190).
4.3 Warrant, dated as of October Incorporated by reference to
31, 1996, to purchase 106,250 Exhibit 10.5 to the Company's
shares of Common Stock of the Current Report on Form 8-K filed
Company granted to Douglas L. November 12, 1996 (File No. 0-
Roberson. 22190).
4.4 Warrant, dated as of February Previously filed
9, 1996 to purchase 166,667
shares of Common Stock of the
Company granted to Morgan Q.
Payne.
4.5 Warrant dated as of September Previously filed
23, 1997 to purchase 240,000
shares of Common Stock of the
Company granted to Morgan Q.
Payne.
10.1 1992 Stock Incentive Plan. Incorporated by reference to
Exhibit 10.4 to the Company's
Registration Statement on Form S-
18 (File No. 33-51456).
10.2 Form of Incentive Stock Option Incorporated by reference to
Agreement. Exhibit 10.6 to the Company's
Registration Statement on Form S-
18 (File No. 33-51456).
10.3 Form of Non-Statutory Option Incorporated by reference to
Agreement. Exhibit 10.7 to the Company's
Registration Statement on Form S-
18 (File No. 33-51456).
10.4 Form of Non-Employees Director Incorporated by reference to
Stock Option Agreement. Exhibit 10.10 to the Company's
Annual Report on Form 10-KSB for
the year ended March 31, 1993
(File No. 0-22190).
10.5 1995 Stock Incentive Plan. Incorporated by reference to
Exhibit 10.12 to the Company's
Annual Report on Form 10-KSB for
the year ended March 31, 1995
(File No. 0-22190).
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10.6 Employment and Noncompetition Incorporated by reference to
Agreement dated as of May 17, Exhibit 2.5 to the Company's
1996 by and between Nordata, Current Report on Form 8-K filed
Inc. and Howard B. Norton. June 3, 1996 (File No. 0-22190).
10.7 Consulting Agreement dated as Previously filed. Incorporated by
of June 1, 1996 by and between reference to Exhibit 10.9 to the
the Company and Clunet R. Company's Annual Report on Form
Lewis. 10-KSB for the year ended December
31, 1996 (File No. 0-22190).
10.8 Consulting Agreement dated as Incorporated by reference to
of June 1, 1996 by and between Exhibit 10.10 to the Company's
the Company and William P. Annual Report on Form 10-KSB for
O'Reilly. the year ended December 31, 1996
(File No. 0-22190).
10.9 Employment and Noncompetition Incorporated by reference to
Agreement dated as of October Exhibit 10.1 to the Company's
31, 1996 by and between Current Report on Form 8-K filed
Atlantic Network Systems, Inc. November 12, 1996 (File No. 0-
and Walter C. Lovett. 22190).
10.10 Employment and Noncompetition Incorporated by reference to
Agreement dated as of October Exhibit 10.2 to the Company's
31, 1996 by and between Current Report on Form 8-K filed
Atlantic Network Systems, Inc. November 12, 1996 (File No. 0-
and Douglas L. Roberson. 22190).
10.11 Agreement dated as of October Incorporated by reference to
31, 1996 by and among the Exhibit 10.7 to the Company's
Company William P. O'Reilly, Current Report on Form 8-K filed
Clunet R. Lewis, Mack V. November 12, 1996 (File No. 0-
Traynor, III and Walter C. 22190).
Lovett, Douglas L. Roberson
and B. Taylor Koonce.
10.12 Employment and Noncompetion Incorporated by reference to
Agreement dated as of May 14, Exhibit 10.2 to the Company's
1997 by and between Eltrax Current Report on Form 8-K dated
Systems, Inc. and Edward J. May 15, 1997 (File No. 0-22190).
Gorlitz.
10.13 Employment and Noncompetion Incorporated by reference to
Agreement dated as of May 14, Exhibit 10.1 to the Company's
1997 by and between Eltrax Current Report on Form 8-K dated
Systems, Inc. and Colin E. May 15, 1997 (File No. 0-22190).
Quinn.
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10.14 Employment and Noncompetition Incorporated by reference to
Agreement dated as of July 1, Exhibit 10.2 to the Company's
1997 by and between Eltrax Current Report on Form 8-K dated
Systems, Inc. and Joel J. July 1, 1997 (File No. 0-22190).
Blickenstaff.
10.15 Employment and Noncompetition Incorporated by reference to
Agreement dated as of July 1, Exhibit 10.1 to the Company's
1997 by between Eltrax Current Report and on Form 8-K
Systems, Inc. and Robert A. dated July 1, 1997 (File No. 0-
Hughes. 22190).
10.16 Employment and Noncompetition Incorporated by reference to
Agreement dated as of August Exhibit 10.1 to the Company's
15, 1997 by and between Eltrax Current Report on Form 8-K dated
Systems, Inc. and Edward C. August 15, 1997 (File No. 0-
Barrett. 22190).
10.17 Employment and Noncompetition Incorporated by reference to
Agreement dated as of August Exhibit 10.1 to the Company's
15, 1997 by and between Eltrax Current Report on Form 8-K dated
Systems, Inc. and Daniel M. August 15, 1997 (File No. 0-
Christy. 22190).
10.18 Employment and Noncompetition Incorporated by reference to
Agreement dated as of August Exhibit 10.3 to the Company's
15, 1997 by and between Eltrax Current Report on Form 8-K dated
Systems, Inc. and David R. August 15, 1997 (File No. 0-
Hurlbrink. 22190).
10.19 Employment and Noncompetition Incorporated by reference to
Agreement dated as of October Exhibit 10.1 to the Company's
31, 1997 by and between Eltrax Current Report on Form 8-K dated
Systems, Inc. and John M. October 3, 1997 (File No. 0-
Good. 22190).
10.20 Revolving Credit Agreement Incorporated by reference to
dated October 31, 1996 between Exhibit 10.9 to the Company's
the Company, it subsidiaries Quarterly Report on Form 10-QSB
and State Street Bank and for the quarter ended September
Trust Company. (1) 30, 1996 (File No. 0-22190)
10.21 Security Agreement dated Incorporated by reference to
October 31, 1996 between the Exhibit 10.16 to the Company's
Company and State Street Bank Annual Report on Form 10-KSB for
and Trust Company, as the nine-month transition period
amended.(2) ended December 31, 1997 (File No.
0-22190).
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10.22 First Amendment to the Previously filed.
Revolving Credit Agreement
dated October 31, 1997 between
the Company, its subsidiaries,
And State Street Bank and
Trust Company (1).
10.23 Second Amendment to the Previously filed.
Revolving Credit Agreement
dated October 31, 1997 between
the Company, its subsidiaries,
And State Street Bank and
Trust Company (1)
10.24 Asset Purchase Agreement Incorporated by reference to
effective November 22, 1996 Exhibit 10.17 to the Company's
among Eltrax Health Card Annual Report on Form 10-KSB for
Solutions, LLC, EMX, LLC, the nine-month transition period
Americas Tower Partners and ended December 31, 1997. (File No.
the Company. (1) 0-22190).
10.25 Promissory Note dated January Incorporated by reference to
21, 1997 by Gene A. Bier in Exhibit 10.20 to the Company's
favor of the Company in the Annual Report on Form 10-KSB for
principal amount of $38,227. the nine-month transition period
ended December 31, 1997 (File No.
0-22190).
10.26 Consulting Agreement dated Incorporated by reference to
January 21, 1997 by and Exhibit 10.21 to the Company's
between the Company and Gene Annual Report on Form 10-KSB for
A. Bier. the nine-month transition period
ended December 31, 1997 (File No.
0-22190).
10.27 Asset Purchase Agreement dated Incorporated by reference to
as of January 29, 1997 between Exhibit 99.1 to the Company's
Atlantic Network Systems, Inc. Current Report on Form 8-K filed
and MRK Technologies, LTD. February 12, 1997 (File No. 0-
22190).
10.28 1997 Stock Incentive Plan. Incorporated by reference to
Exhibit 10.24 to the Company's
Annual Report on Form 10-KSB for
the nine-month transition period
ended December 31, 1997 (File No.
0-22190).
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10.29 Real Estate Lease dated June Incorporated by reference to
1, 1996 between Walt Lovett, Exhibit 10.11 to the Company's
Doug and Lisa Roberson and Annual Report on Form 10-KSB for
Atlantic Network Systems, Inc. the year ended December 31, 1996
(File No. 0-22190).
10.30 Lease Agreement between Previously filed.
Burgoe/Wyomissing Partners and
Hi-Tech Connections, Inc.
dated September 15, 1996.
10.31 Lease Agreement between JMG Previously filed.
Development Co. Ltd and
DataComm Associates, Inc.
dated December 1, 1996.
10.32 Lease Agreement between Werner Previously filed.
Palmquist Investments and Four
Corners Technology, Inc. dated
February 21, 1996.
21.1 Subsidiaries of the Previously filed.
Registrant.
23.1 Consent of Coopers & Lybrand Filed herewith.
L.L.P., independent
accountants
27.1 Financial Data Schedule. Previously filed.
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(1) Exhibits to these exhibits will be furnished upon request.
(2) All of the subsidiaries entered into identical Security Agreements, which
will be furnished upon request.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of Eltrax Systems, Inc. on Form S-3 (File No. 333-37013) and on Form S-8
(File No. 333-26015) of our report dated March 26, 1998 on our audits of the
consolidated financial statements of Eltrax Systems, Inc. as of December 31,
1997 and 1996, and for the year ended December 31, 1997, and the nine month
transition period ended December 31, 1996, which report is included in this
Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
Detroit, Michigan
March 26, 1998
