U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1996
________________________________________
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from
Commission file number: 0-3344
_________________
ASTROSYSTEMS, INC.
_______________________________________________________________________
(Name of small business issuer in its charter)
Delaware 13-5691210
_____________________________________________ ____________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1220 Market Street, Suite 603, Wilmington, DE 19801
_____________________________________________ ____________________
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: (302) 652-3115
______________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
___________________ _________________________
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
_______________________________________
(Title of Class)
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......
Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is 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. YES..X.. NO......
The Registrant's revenues for fiscal year ended June 30, 1996 were
$4,390,000.
The aggregate market value of the Registrant's Common Stock held by
nonaffiliates of the Registrant is $15,914,543 (as of August 31, 1996).
(ISSUERS 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 Securities
Exchange Act after the distribution of securities under a plan
confirmed by a court. YES ...... NO ..N/A..
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of the Registrant's Common Stock
is 5,246,785 (as of August 31, 1996).
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I
Item 1. Description of Business
_______________________
(a) Business Development. Prior to February 7, 1996,
Astrosystems, Inc. (the "Company") had three operating divisions:
Behlman Electronics, Inc. ("Behlman"), a wholly-owned subsidiary of the
Company which produced commercial AC power supplies, the Defense
Electronics Division which designed and manufactured power conversion
devices and the Industrial Automation Division which produced
industrial control products.
A Plan of Complete Liquidation and Dissolution (the
"Plan") for the Company was approved by the shareholders on February 2,
1996. Pursuant to the Plan, the Company consummated the sale of the
assets of its three operating divisions, as described below.
Effective February 6, 1996, pursuant to a certain Asset
Purchase Agreement dated as of January 11, 1996 (the "Orbit Agreement")
by and among the Company, Behlman, Orbit International Corp. ("Orbit")
and Cabot Court, Inc. ("Cabot"), a wholly-owned subsidiary of Orbit,
the Company sold to Cabot certain assets of its Defense Electronics
Division and Behlman sold to Cabot certain of its assets for an
aggregate purchase price of $3,706,700. The purchase price is subject
to adjustment based upon a valuation of the transferred inventory and
equipment as of the closing date. Pursuant to the Orbit Agreement,
$1,000,000 of the purchase price is being held in escrow to provide for
indemnification claims that Cabot may assert against the Company or
Behlman thereunder.
Effective February 7, 1996, pursuant to an Asset Purchase
Agreement of such date (the "North Atlantic Agreement") by and between
the Company and North Atlantic Instruments, Inc. ("North Atlantic"),
the Company sold to North Atlantic certain assets of its Industrial
Automation Division for a purchase price of $704,500. The purchase
price is subject to adjustment based upon a valuation of the
transferred inventory and equipment as of the closing date. Pursuant
to the North Atlantic Agreement, $100,000 of the purchase price is
being held in escrow pending a determination of the closing date
inventory and equipment amounts.
The exact amount of the proceeds from both agreements is
dependent upon a final asset and inventory valuation. The value of
certain inventory items currently is being disputed; however, the
Registrant does not believe that the final result will affect
materially the value of the assets in liquidation.
Since February 2, 1996, the Company has been engaged in
implementing the Plan, including the following activities: (1)
implementation of the Orbit Agreement, including novation of government
contracts and the transition of operations from the Company's facility
to Orbit's facility; (2) implementation of the North Atlantic
Agreement, including transition of operations from the Company's
facility to North Atlantic's facility; and (3) payment of outstanding
accounts payable and collection of outstanding accounts receivable.
The Company vacated its manufacturing and office space in
Lake Success, New York, prior to June 30, 1996, in accordance with the
terms of its lease. The Company relocated to a new office in
Wilmington, Delaware.
In 1983, the Company acquired a 16-year license (the
"License") from the University of Delaware covering a new process for
the manufacture of solar cells. In connection with the acquisition of
the License, the Company issued a $20,000,000 nonrecourse note (the
"Note"), originally due in 1993 and bearing interest at the rate of 14%
per year. The Note is secured by the Company's rights under the
License and is to be paid prior to its due date solely on the basis of
4% of sales of products developed by this process, subject to certain
minimum quarterly payments of $11,250 to $12,500. To date, there have
been no amounts paid under the Note (other than the minimum quarterly
payments). Concurrently with the grant of the License, a sublicense
for the process was given to AstroPower, Inc. ("AstroPower"), a company
engaged in photovoltaic research and production. An amendment to the
license agreement extended its term to 2006; concurrently, the due date
of the Note was extended to May 1999. The Company, for financial
reporting purposes, has not recorded the Note and charges operations
with any payments.
The Company currently owns 32.2% of the Common Stock of
AstroPower. Assuming certain convertible Preferred Stock is converted
into Common Stock by stockholders of AstroPower other than the Company,
the Company's interest in AstroPower would be reduced to 22.7%. The
Company has a zero basis in its AstroPower Common Stock. There is
currently no public market for the AstroPower Common Stock and there
are certain restrictions on the transferability of such shares. The
Board, in its sole discretion, will consider placing the Company's
AstroPower Common Stock into a liquidating trust or will seek such
alternate method or methods of sale, disposition or distribution as
will maximize stockholder value.
Registrant is a corporation originally incorporated in
the State of New York in 1959. In April, 1987, Registrant changed its
state of incorporation to Delaware.
(b) Business of Issuer. Since February 2, 1996, the
Company's sole business has been the implementation of its Plan of
Complete Liquidation and Dissolution.
(1) Special Features of Government Contracts. In
accordance with the asset purchase agreements governing the asset
sales, certain government contracts previously awarded to the Company
were novated to the purchasers. Under the standard terms of the
novation agreements, the Company remains jointly liable with the
purchasers for performance under these contracts. In addition, a
number of contracts were not novated and the Company has subcontracted
performance under these contracts to the purchaser of its
defense-related assets. Management does not believe that the final
results of these transactions will have a material effect on the
Company's assets.
(2) Solar Cell License. The Company has a license
covering a new process for the manufacture of solar cells (see Item
1(a) above).
(3) Environmental Regulation Compliance. Registrant is
of the belief that compliance with federal, state and local provisions
which may have been enacted or adopted regulating the discharge of
materials into the environment, or otherwise relating to the protection
of the environment, will have no material effect on the Company's
assets.
(4) Number of Employees. Registrant currently has four
full time employees. Management believes its relations with its
employees are good. No employees are represented by a collective
bargaining agreement.
<PAGE>
PART II
Item 6. Management's Discussion and Analysis or Plan of Operation.
__________________________________________________________
The Board of Directors adopted, and the stockholders approved
on February 2, 1996, a Plan of Complete Liquidation and Dissolution
(the "Plan") of the Company. See "Plan of Complete Liquidation and
Dissolution" below. Since that date, the Company has been operating
under the Plan and its financial reporting is being made on the
liquidation basis of accounting. Therefore, the following Management
discussion relates to financial statements presented on a liquidation
basis since statements presented on a going concern basis are no longer
material to stockholder value.
Liquidity, Capital Resources and Impact of Inflation.
_____________________________________________________
The Company announced on March 26, 1996 a Board of Directors
authorization for the repurchase of up to 500,000 shares of Common
Stock to be made from time to time through open market and privately
negotiated transactions (in addition to the 500,000 shares previously
authorized on October 23, 1992). To date, 552,527 shares have been
repurchased.
The repurchase authorization remains in force and the Company
will, from time to time, repurchase shares when it is consistent with
maximizing shareholder distributions under the Plan.
During the last three months of the fiscal year, 967,298
employee stock options were exercised, which increased total assets by
$2,826,000.
Statement of Net Assets in Liquidation.
_______________________________________
Pursuant to the Plan, the Company consummated the sales of
the assets of its three operating units (Military Division, Behlman
Electronics subsidiary and Industrial Automation Division) as of
February 7, 1996. The exact amount of the proceeds to the Company of
such sales is dependent upon a final fixed asset and inventory
valuation. The value of certain inventory items is being disputed;
however, the Company does not believe that the final result will affect
materially Net Assets in Liquidation. In connection with the sale of
the Military and Behlman operations, $1,000,000 of the purchase price
is being held in escrow to provide for indemnification claims that the
buyer may assert against the Company under the sale agreement.
The Company has set aside, as Accrued expenses/Contingency
reserve, an amount believed to be adequate for payment of all expenses
and other known liabilities and foreseeable contingent obligations,
including potential tax obligations. Any portion of the contingency
reserve which the Company determines is no longer required will be made
available for distribution to its shareholders. In the event that the
Accrued expenses/Contingency reserve account is not adequate for
payment of the Company's expenses and liabilities, each stockholder
could be held liable for pro rata payments to creditors in an amount
not to exceed the stockholder's prior distributions from the Company.
Statement of Changes in Net Assets in Liquidation.
__________________________________________________
From February 3, 1996 to June 30, 1996 there was a change in
Net Assets in Liquidation of $3,336,000, due primarily to the exercise
of certain stock options which increased assets by $2,826,000.
Plan of Complete Liquidation and Dissolution.
_____________________________________________
On February 2, 1996, the stockholders of the Company approved
a Plan of Complete Liquidation and Dissolution for the Company.
Pursuant to the Plan, the Company has sold its three operating units
and intends to sell such of its remaining assets as are not to be
distributed in kind to its stockholders. The Company intends to
provide for payment of all expenses, liabilities and obligations of the
Company and liquidate via distributions to stockholders.
The Board is currently unable to predict the precise amount
of any distributions pursuant to the Plan. The actual amount and
timing of, and record date for, all such distributions will be
determined by the Board of Directors, in its sole discretion, and will
depend in part upon the Board's determination as to whether particular
assets are to be distributed in kind or otherwise disposed of, and the
amounts deemed necessary by the Board to pay or provide for all the
Company's liabilities and obligations.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Securities Exchange Act.
_____________________________________________________________
Year
Became a Positions held
Name Director Age with Registrant
____ ________ ___ _______________
Seymour Barth 1959 68 President and
Director
Gilbert H. Steinberg 1964 65 Vice President,
Treasurer and
Director
Elliot J. Bergman 1964 70 Vice President,
Secretary and
Director
Walter A. Steinberg 1989 69 Director
Elliot D. Spiro 1994 67 Director
The term of each Director extends until the next Annual
Meeting of Registrant's Stockholders and until his successor is elected
and qualified. The next Annual Meeting of Stockholders is anticipated
to be held in February 1997.
Seymour Barth has served as President of the Company since
1964 and as a Director of the Company since its inception in 1959.
Gilbert H. Steinberg has served as a Director, Vice President
and Treasurer of the Company since 1964.
Elliot J. Bergman has served as a Director, Vice President
and Secretary of the Company since 1964.
Walter A. Steinberg has been an independent engineering
consultant for more than the past five years and has served as a
Director of the Company since 1989.
Elliot D. Spiro has served as Chairman and Chief Executive
Officer of Branch Insurance Agency, a property/casualty and financial
services insurance agency, for more than the past five years and has
served as a Director of the Company since 1994.
There is no family relationship among any of the Company's
Directors and executive officers.
To the Company's knowledge, based solely on a review of the
copies of Forms 5 furnished to the Company and written representations
that no other reports were required, during the fiscal year ended June
30, 1996, all Section 16(a) filing requirements applicable to the
Company's officers, Directors and 10% stockholders were complied with.
Item 13. Exhibits, List and Reports on Form 8-K.
_______________________________________
(a) Exhibits:
_________
(2) Plan of Complete Liquidation and Dissolution -
incorporated by reference to Exhibit A to Proxy
Statement of Registrant dated January 12, 1996 with
respect to Annual Meeting of Stockholders held
February 2, 1996 (File No. 0-3344).
(3)(a) Certificate of Incorporation and Certificate of
Amendment thereto - incorporated by reference to
Exhibit 3(a) to Registrant's Annual Report on Form
10-KSB for its fiscal year ended June 30, 1993
(File No. 0-3344).
(b) Bylaws - incorporated by reference to Exhibit 3(b)
to Registrant's Annual Report on Form 10-KSB for its
fiscal year ended June 30, 1993 (File No. 0-3344).
(10)(a) Lease with regard to AstroPower, Inc., Delaware
premises - incorporated by reference to Exhibit 10 to
Registrant's Annual Report on Form 10-K for its
fiscal year ended June 30, 1990 (File No. 0-3344).
(b) 1991 Stock Option Plan - incorporated by reference to
Exhibit A to Registrant's definitive Proxy Statement
dated December 12, 1990 (File No. 0-3344).
(c) Settlement Agreement with Internal Revenue Service -
incorporated by reference to Exhibit 10 to
Registrant's Annual Report on Form 10-K for its
fiscal year ended June 30, 1991 (File No. 0-3344).
(d) Stock Retirement Agreement dated August 31, 1980
among Registrant and Messrs. Barth, Bergman and G.
Steinberg - incorporated by reference to Exhibit 10
to Registrant's Annual Report on Form 10-K for its
fiscal year ended June 30, 1991 (File No. 0-3344).
(e) Employment Agreement dated as of April 18, 1994
between Registrant and Seymour Barth - incorporated
by reference to Exhibit 10(f) to Registrant's Annual
Report on Form 10-KSB for its fiscal year ended June
30, 1994 (File No. 0-3344).
(f) Employment Agreement dated as of April 18, 1994
between Registrant and Elliot Bergman - incorporated
by reference to Exhibit 10(g) to Registrant's Annual
Report on Form 10-KSB for its fiscal year ended June
30, 1994 (File No. 0-3344).
(g) Employment Agreement dated as of April 18, 1994
between Registrant and Gilbert H. Steinberg -
incorporated by reference to Exhibit 10(h) to
Registrant's Annual Report on Form 10-KSB for its
fiscal year ended June 30, 1994 (File No. 0-3344).
(h) Asset Purchase Agreement dated as of January 11, 1996
by and among Registrant, Behlman Electronics, Inc.,
Orbit International Corp. and Cabot Court, Inc. -
incorporated by reference to Exhibit B to Proxy
Statement of Registrant dated January 12, 1996 with
respect to Annual Meeting of Stockholders held
February 2, 1996 (File No. 0-3344).
(21) Subsidiaries of Registrant.
(27) Financial Data Schedule
(b) Reports on Form 8-K:
____________________
No Report on Form 8-K was filed during the three months
ended June 30, 1996.
<PAGE>
SIGNATURES
__________
In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
ASTROSYSTEMS, INC.
BY: /S/
_________________________
Seymour Barth,
President
January 29, 1997
EXHIBIT 21
SUBSIDIARIES
NAME STATE OF INCORPORATION
____ ______________________
Astrosub, Inc. Delaware
AstroPower, Inc. (1) Delaware
BEI Liquidating Corporation (formerly named
Behlman Electronics, Inc.) New York
(1) Registrant owns 32.2% of outstanding common stock
