UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 29, 1998
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Mark Solutions, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-17118 11-2864481
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Parkway Technical Center
1515 Broad Street
Bloomfield, New Jersey 07003
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (973) 893-0500
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Former Name and Address, if Changed Since Last Report
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
Pursuant to an exception granted by The Nasdaq Stock Market, Inc., Mark
Solutions, lnc.'s ("Mark") Common Stock would maintain its listing on the Nasdaq
SmallCap Market provided its net tangible assets at May 31, 1998 (after giving
effect to subsequent financing events through June 30, 1998) were in excess of
$3,850,000.
In compliance with this condition, set forth below is Mark's pro forma balance
sheet at May 31, 1998, giving effect to such subsequent financing transactions,
which reflects net tangible assets of $4,257,864.
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<CAPTION>
Mark Solutions, Inc. and Subsidiaries
Pro Forma Balance Sheet
May 31, 1998
Pro Forma Pro Forma
Balance Sheet Adjustments Balance Sheet
May 31, 1998 May 31, 1998
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<S> <C> <C> <C>
Assets
Current Assets:
Cash $ 501,903 $ 2,610,000 (2)(3) $ 3,111,903
Restricted Cash 1,063,420 1,063,420
Account receivable net 1,383,042 1,383,042
Inventories 793,762 793,762
Other current assets 180,562 125,000 (3) 305,562
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Total Current Assets 3,922,689 2,735,000 6,657,689
Property and Equipment 397,427 397,427
Other Assets:
Cost in excess of net
Assets acquired less
Accumulated Amortization
Of $402,383 647,308 647,308
Other 122,967 122,967
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Total Other Assets 770,275 770,275
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Total Assets $ 5,090,391 $ 2,735,000 $ 7,825,391
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<TABLE>
<CAPTION>
Mark Solutions, Inc. and Subsidiaries
Pro Forma Balance Sheet
May 31, 1998
Pro Forma Pro Forma
Balance Sheet Adjustments Balance Sheet
May 31, 1998 May 31, 1998
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<S> <C> <C> <C>
Current Liabilities:
Accounts payable $ 1,450,920 $ 1,450,920
Due to related party 22,071 22,071
Current maturities of
long term debt 19,729 19,729
Current portion of
obligations under
capital leases 4,186 4,186
Accrued liabilities 62,343 62,343
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Total Current Liabilities 1,559,249 1,559,249
Other Liabilities:
Long term debt 5,096 5,096
Convertible debentures 300,000 1,030,000 (1)(3) 1,330,000
Long-term portion of
capital leases 25,874 25,874
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330,970 1,030,000 1,360,970
Stockholders Equity:
Common stock, $.01
par value 50,000,000 shares
authorized, 17,826,674 and
19,296,674 shares issued
and outstanding respectively 178,267 14,700 (1)(2) 192,967
Additional paid in capital 31,206,623 1,690,300 (1)(2)(3) 32,896,923
Deficit (28,184,718) (28,184,718)
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Total Stockholder's Equity 3,200,172 1,705,000 4,905,172
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Total Liabilities and
Stockholders' Equity $ 5,090,391 $ 2,735,000 $ 7,825,391
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Notes to Pro Forma Financial Statements
1. On June 19, 1998, $200,000 of principal amount of convertible debentures
was converted into 250,000 shares of Common Stock.
2 On June 29, 1998, Mark sold 610,000 equity units for $1,220,000 in net
proceeds. Each unit consists of two (2) shares of Common Stock (the "Unit
Common Stock") and one four (4)-year warrant to purchase a share of Common
Stock for $1.50. Mark is obligated to issue additional shares of Common
Stock or cash to each investor to the extent the net proceeds from the
sale of the Unit Common Stock during the 180-day period after the
effective date of the registration statement covering the Units is less
that $1.30 per share.
3. On June 29, 1998, Mark sold 102 debt units for $1,390,000 in net proceeds.
Each unit consists of $15,000 principal amount 7% debentures due December
28, 2000 (the "Debentures") and 7,500 four (4)-year warrants to purchase a
share of Common Stock for $1.50. The debenture is convertible into shares
of Common Stock after October 29, 1998 at a conversion rate equal to the
lesser for (i) $1.50 or (ii) 75% of the average closing bid price during
the five (5) trading days immediately prior to the date of conversion. The
investors have a one (1)-year option to purchase up to 170 additional debt
units on the same terms and conditions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its' behalf by the
undersigned hereunto authorized.
Mark Solutions, Inc.
Date: June 29,1998 By: /S/ MICHAEL NAFASH
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Michael Nafash
Chief Financial Officer
