SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
|x| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
(Mark One) OR
| | 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: 0-16631
CRP HOLDING CORP.
(Exact Name of Registrant as Specified in its Charter)
Florida 59-2763089
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1800 Ocean Avenue
Ronkonkoma, New York 11779
(Address of principal Zip Code
executive offices)
(516) 588-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, Par Value $.001 Per Share
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 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 | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not 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 any amendment to this
Form 10-KSB.[ ]
The Registrant's revenues for the fiscal year ended December 31, 1997 were
approximately $11,751,291
On March 16, 1998, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $323,980.00 based upon the average of the
closing bid and asked prices of $.25 as of March 16, 1998.
As of March 16, 1998, 6,676,277 shares of the Registrant's Common Stock
were outstanding.
Documents Incorporated By Reference
Document Where Incorporated
None. N/A
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PART I
Item 1. BUSINESS.
General
CRP Holding Corp. (formerly known as Boca Raton Capital Corporation)(the
"Company"), through its wholly-owned subsidiary Clean Room Products, Inc.
("Clean Room") designs and constructs clean rooms and associated products for
the semiconductor, pharmaceutical, biotechnology, medical device and other
industries. The Company does not engage in any operating activities other than
through Clean Room. In addition to Clean Room, the Company has several other
subsidiaries, all of which are inactive.
The Company's business is comprised of four divisions. Specifically, the
Company's engineering division designs and constructs clean rooms to the
requirements of its customers according to government and industry standards.
The Company's manufacturing division produces high-end customized and
semi-customized equipment for contamination-controlled environments. The
Company's film division manufactures and markets proprietary Ultraclean(TM)
packaging for clean room and contamination-controlled applications. The
Company's distribution division resells a range of branded and quality private
label ancillary products specifically for clean room usage.
Recent Merger
On October 24, 1997, CRP Acquisition Corp. ("Acquisition"), a wholly-owned
subsidiary of the Company, merged (the "Merger") with and into Clean Room, with
Clean Room being the surviving corporation. Pursuant to the Merger, all shares
of Clean Room's capital stock issued and outstanding immediately prior to the
Merger were converted into the right to receive an aggregate of 4,501,080 shares
of the Common Stock of the Company, which was equivalent to 80% of the
outstanding shares of Common Stock of the Company immediately following the
effective time of the Merger (excluding 250,000 shares of Common Stock of the
Company that were issued to the Company's investment banker in connection with
the Merger); provided, however, that 1,875,750 of such 4,501,080 shares issued
to Clean Room's shareholders will be held in escrow (the "Escrowed Shares")
until the earlier of (i) six (6) months after the closing date of the Merger and
(ii) the date of consummation of a long-term financing which results in at least
$1,500,000 in net proceeds to the Company or Clean Room. In the event that
neither the Company nor Clean Room consummates
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a long term financing which results in at least $1,500,000 in net proceeds to
such corporation within six (6) months of the closing date of the Merger, the
Escrowed Shares will be returned to the Company and cancelled.
In addition, pursuant to the Merger, each issued and outstanding share of
the capital stock of Acquisition was converted into one share of Common Stock of
the Company, such that, upon the Merger, Clean Room became a wholly-owned
subsidiary of the Company.
Industry Background
Clean rooms are one of the most effective approaches to achieving a
contamination controlled environment. A clean room is a specially designed room
in which particulate presence and environmental conditions are carefully
maintained. Filters are placed in the walls and/or ceilings to control the
presence of particles and the room air flow is controlled to minimize any
contact of remaining particles with the product or process being made or
performed. Humidity, temperature, static, lighting, and other environmental
variables are also carefully maintained to meet predetermined parameters. Clean
rooms are used for product manufacture and assembly, testing, research and
development, packaging, aseptic processing and to perform medical/surgical
procedures. Clean rooms are operated and maintained under strict procedures to
minimize the risk of introducing foreign particles. Employees working in clean
rooms wear specialized garments and follow special procedures whenever entering
and exiting the clean room. The operating requirements become more rigorous as
the quality of the clean room increases. The Institute of Environmental
Scientists publishes guidelines classifying room air cleanliness according to
the amount and size of particles circulating within the room. Clean rooms are
classified in multiples of 10 ranging from Class 100,000 (100,000 particles of
0.5 microns or larger in one cubic feet of air) to Class I (one particle of 0.5
microns or larger in one cubic feet of air). The class of clean room depends on
the application; the higher the level of cleanliness, the more expensive the
clean room.
The greatest demand for clean room products and services has been and
continues to be in the manufacture and assembly of products based on modern
technology. The semiconductor market is the largest market for clean rooms and
other contamination control products as integrated circuits ("IC") can be
rendered ineffective by a minute particle, undetectable to the human eye, and
must be discarded. To minimize the risk of particle contamination and improve
product yield, manufacturers produce
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these circuits in clean room environments. IC manufacturers also require that
all materials used in the IC process be "clean." Therefore, manufactures of
equipment and components used in producing ICs also must be produced in clean
environments. Other major markets that require contamination control in the
production process are the biotechnology, medical device and pharmaceutical
industries, where contamination control is required under the United States Food
and Drug Administration's Good Manufacturing Procedures.
Products and Services
The Company's engineering division, Clean Room Engineering ("CRE"), designs
and constructs customized clean rooms. CRE's four-phase system ensures that
customers receive facilities and services that meet their specific needs.
Clients can choose conceptualized design development (Phase I), complete
facility design (Phase II), design, supply and supervisory services (Phase III)
or a full turn-key facility (Phase IV). By maintaining a flexible approach to
clean room engineering, the Company seeks to provide its customers with a high
degree of quality at a lower cost.
The Company's manufacturing division manufactures approximately 100
different types of complex, high-end contamination-control products. The most
popular products are (i) the A2000 Series soft wall clean room, which enables
customers to install a Class 10 to Class 10,000 clean room in an existing room
within weeks and at a fraction of the cost of a build-in facility; (ii) laminar
flow work stations, which create Class 100 conditions in work areas by designing
the air flow to carry any particles and contaminants away from the product or
process; (iii) air showers, which remove surface dirt and lint on workers'
garments and (iv) pass-thrus, which allow the movement of materials between the
clean room and the outside environment.
The Company's Ultraclean Film(TM) division manufactures clean films and
packaging in a variety of materials, including polyethylene, polypropylene,
Teflon, nylon, Mylar and Aclar, all of which are marketed under the Ultraclean
Film trademark. The Company produces its films in a Class 100 clean room located
at the Company's facility. The Company's plastic film has been used by NASA to
package samples collected from the surface of the moon and is used by
pharmaceutical, biotechnology, and electronic firms for packaging of parts and
for other contamination protection purposes. The Company has obtained patent
protection on the polypropylene breather bag and breather tubing. The Company's
breather product line is used by many of the major
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pharmaceutical and medical companies in those applications that the United
States Food and Drug Administration require Class 100 sterilization/packaging.
Recently, the Company added machinery intended to triple the output of its
breather bags/tubing.
The Company's clean room ancillary products division offers for resale
consumables designed specifically for contaminant-controlled environments. These
selected goods are sourced from a number of vendors.
Customers
The Company's principal customers are semiconductor manufacturers. In
addition, the Company sells clean rooms to other manufactures requiring
Ultraclean environments. During the past three years, the Company's customers
have included VWR Scientific, Inc., Genentech, Merck & Co., Bristol Myers
Squibb, Chiron, IBM, Digital Equipment, Xerox, Eastman Kodak, Becton Dickinson,
Texas Instruments, Corning and AT&T.
Sales and Marketing
By offering its customers a full array of clean room services and products,
the Company is able to provide customers a single point of contact for design,
complement procurement, installation and ongoing service. The Company has a
direct sales force to market the Company's complete line of services and
products in established territories. Supporting these representatives is an
in-house group of technically knowledgeable telemarketing, sales support and
customer service personnel. Augmenting the direct selling efforts is the
Company's product and capabilities catalog, which is distributed to a mailing
list of more than 10,000 names. The Company also uses advertising and promotion
targeted to the industries that are the greatest users of contamination control
products.
Historically, the Company sales have been concentrated in certain regions;
primarily the Northeastern and Southeastern United States. Recently however, the
Company has engaged sales representatives in California, Oregon, Washington,
Utah, Nevada, Arizona, Texas and New Mexico.
The Company's current facilities allow the Company to approximately double
its production without having to make significant capital expenditures.
Accordingly, the Company has initiated a telemarketing effort in order to
increase its film and supply business, not only with current customers, but also
as an entry into new customers. Telemarketers partner with the
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Company's outside sales force in following up leads and building a territory.
Additionally, the Company has developed a direct mail campaign targeted at
prospective customers. The Company also actively participates in trade shows and
conferences in the packaging, semiconductor, medical and pharmaceutical
industries.
Product Development
The Company's product development effort presently focuses on enhancing
existing products and developing new products to meet customer requirements.
Almost all of the Company's systems development effort is expended in the course
of developing or refining clean room designs responsive to specific customer
demands. The Company anticipates industry trends by analyzing feedback from
sales and service personnel on industry needs and developments.
Intellectual Property
The Company currently holds United States patents with respect to various
aspects of its clean room wall systems, floor systems and air handling systems
which expire at various times. The Company also protects its products, processes
and proprietary rights by relying on trade secret laws and on-disclosure and
confidentiality agreements
Competition
The contamination control industry is highly fragmented. The Company
competes with a number of companies providing clean room products or services.
The Company also competes with architectural and engineering firms for the
provision of design and engineering services.
Employees
As of March 16, 1998, the Company had 84 full time employees.
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Item 2. PROPERTIES
The Company's corporate offices and its manufacturing facility (the
"Facility") are located at 1800 Ocean Avenue, Ronkonkoma, New York 11779. The
building is subleased from a former stockholder (the "Lessor"). The Lessor
leases the facility from an industrial development agency under a lease
agreement dated December 1, 1984. (See "Item 3. Legal Proceedings").
Item 3. LEGAL PROCEDURES
The Company subleases the Facility from the Lessor. The Lessor leases the
facility from an industrial development agency under a lease agreement dated
December 1, 1984. In connection with the construction of the facility, the
industrial development agency issued $3,500,000 of IRBs which are secured by the
facility pursuant to a trust indenture. In addition, the Lessor, the Company,
and Colonial Glove and Garment, Inc. (an inactive entity) have guaranteed all
outstanding principal, and accrued interest under the IRBs. The holders of the
IRBs have allegedly exercised their right to redeem the IRBs pursuant to the
terms of the trust indenture. In July 1997, The Chase Manhattan Bank, in its
capacity as successor trustee under the trust indenture, commenced a legal
action on behalf of the bondholders against the industrial development agency,
the Lessor, the Company and Colonial Glove and Garment, Inc. seeking a
foreclosure on the real property and the facility and money damages to satisfy
all amounts owed to the bondholders, plus cost and expenses of the sale of the
property and of the legal action. As of December 31, 1997, $1,093,000 was
outstanding under the IRBs. The Company's management believes that the current
fair market value of the real property and the Facility exceeds the outstanding
amounts under the IRBs.
The Company is also a defendant in a lawsuit where the plaintiff is
alleging that the Company committed fraud, breach of contract, breach of
fiduciary duty and negligent misrepresentation in connection with a merger
agreement between the plaintiff and the Company in connection with a proposed
merger which was never consummated.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The disclosure required by this Item 4 is incorporated by reference to the
Company's Quarterly Report on Form 10-QSB for the quarter ended September 30,
1997.
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PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded in the "pink sheets" under the
following symbol:
Common Stock: CRPI
The high and low bid quotations for the Common Stock for each full
quarterly period for the fiscal years ending December 31, 1996 and December 31,
1997 and for the first quarter of 1998 through March 16, 1998 as reported in the
"pinksheets" are listed below. The prices below reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.
COMMON STOCK
1996 Calendar Quarter Quoted Bid Price
--------------------- ----------------
High Low
---- ---
First Quarter $2.50 $0.63
Second Quarter $0.75 $0.50
Third Quarter $0.75 $0.25
Fourth Quarter $0.75 $0.63
COMMON STOCK
1997 Calendar Quarter Quoted Bid Price
--------------------- ----------------
High Low
---- ---
First Quarter $0.63 $0.63
Second Quarter $0.63 $0.25
Third Quarter $0.50 $0.38
Fourth Quarter $0.88 $0.25
COMMON STOCK
1998 Calendar Quarter Quoted Bid Price
--------------------- ----------------
High Low
---- ---
First Quarter (through $.25 $.25
March 16, 1998)
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On March 16, 1998 there were 602 holders of record of Common Stock and
6,676,277 shares of Common Stock issued and outstanding.
No cash dividends have been paid by the Company and management does not
anticipate paying cash dividends in the foreseeable future.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing elsewhere
herein.
The Merger has been treated for accounting purposes as a capital
transaction of Clean Room. This capital transaction is equivalent to the
issuance of common stock by Clean Room in exchange for the net monetary assets
of the Company, accompanied by a recapitalization of Clean Room. Accordingly,
the results of operations for the years ended December 31, 1997 and 1996 reflect
the results of operations of Clean Room for the entire two year period and the
results of operations of the Company from the date of the Merger.
The Company has a stockholders' deficit of approximately $2.2 million as of
December 31, 1997 with net losses of approximately $1.5 million and $850,000 for
the years ended December 31, 1997 and 1996, respectively. Subsequent to December
31, 1997, the Company has continued to generate losses. Moreover, in prior
periods the Company has experienced negative cash flow which has prevented it
from meeting normal payment terms on many of its accounts payable. The report of
independent public auditors of the Company on its financial statements for the
fiscal years ended December 31, 1997 and 1996 contains an explanatory paragraph
to the effect that the Company's recurring losses from operations and its
deficiency in working capital raise substantial doubt about its ability to
continue as a going concern.
As of March 1, 1997, the Company hired a new Chief Executive officer to
streamline operations and implement cost reduction measures. Since March 1,
1997, the Company has implemented such cost reduction measures and eliminated
approximately 25 employees.
Revenue Recognition
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Revenue related to the distribution of products is recognized at the time
of title transfer, which occurs at the time of shipment. Revenue from the design
and construction of clean rooms is recognized on the percentage-of-completion
method, measured by the percentage of contract costs incurred to estimated total
contract costs for each contract. This method is used because management
considers it to be the best available measure of progress on these contracts.
Contract costs include all direct material and labor costs and those indirect
costs related to contract performance, such as indirect labor, supplies, tools,
repairs, and depreciation costs. Selling, general and administrative costs are
charged to expense as incurred.
Provisions for estimated losses on uncompleted contracts are made in the
period in which such losses are determined. Changes in job performance, job
conditions, and estimated profitability, including those arising from contract
penalty provisions, and final contract settlement may result in revisions to
costs and income and are recognized in the period in which the revisions are
determined. An amount equal to contract costs attributable to claims is included
in revenues when realization is probable and the amount can be reliably
estimated. Contract payments received in excess of revenue recognized are
carried as liabilities until recognized as revenue.
Results of Operations
Fiscal Years Ended December 31, 1997 and 1996
Net Sales
Net sales decreased by approximately 4% to approximately $11.8 million for
the year ended December 31, 1997 from approximately $12.3 million for the 1996
period. The decrease in sales was primarily associated with reductions in the
selling prices of the Company's products due to competitive pricing in the
marketplace.
Cost of Sales
Cost of sales increased approximately 5.8% to $9.6 million for the year
ended December 31, 1997 as compared to $9.0 million for the year ended December
31, 1996. The increase was due primarily to price increases for materials
purchased. The major components of cost of sales are raw material and finished
goods purchases, direct labor, freight and factory overhead.
Gross Profit
Gross profit decreased by approximately 32% to $2.2 million for the year
ended December 31, 1997 from $3.2 million for the
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comparable period of 1996. This decrease was due primarily to increased
competition which led to reductions in selling prices and an inability to pass
price increases for raw materials on to customers. Specifically, although prices
for products sold from the Ultraclean packaging division of the Company were
increased by approximately 40% in 1995, these price increases were substantially
rolled-back in early 1997 due to new and increased competitive pressures. Gross
profit represented 18.7% and 26.3% of net sales for the year ended December 31,
1997 and 1996, respectively.
Selling and Shipping Expenses
Selling and shipping expenses were approximately $1.1 million for each of
the years ended December 31, 1997 and 1996, respectively, representing
approximately 8.9% and 9.1%, respectively, of net sales. These expenses include
personnel, advertising, and other costs in support of the Company's sales
efforts.
General and Administrative Expenses
General and administrative expenses of approximately $2.1 million for the
year ended December 31, 1997, were approximately $254,000 lower than the 1996
amount of approximately $2.3 million. This reduction is primarily due to a
reduction in professional fees during 1997. Professional fees associated with
the Merger were charged directly to Stockholders' equity in 1997 rather than
expensed. Additionally, management initiated cost reduction policies in the
second quarter of fiscal 1997. General and administrative expenses represented
approximately 17.7% and 19.0% of net sales for the year ended December 31, 1997
and 1996, respectively.
Other Income/Expenses
Other income/expense decreased by approximately 44% to a net expense of
approximately $351,000 for the year ended December 31, 1997 as compared to a net
expense of approximately $632,000 for the comparable period of 1996. This
improvement was due to the recovery of bad debts previously written-off and
settlements on accounts payable in 1997. The net charge to Other income in 1996
included $138,000 in settlement of litigation. Other income/expense represented
approximately 3.0% and 5.2% of net sales for the year ended December 31, 1997
and 1996, respectively.
Provision For Income Taxes
A provision for income taxes of $189,000 was recorded for the year ended
December 31, 1997. Clean Room was an S Corporation for income tax purposes
through October 24, 1997 when
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it became a C Corporation upon the completion of the Merger. The change of
ownership of Clean Room, and the effect of terminating Clean Room's S
Corporation status, caused the recognition of deferred taxes on the cumulative
differences between the book and tax basis of Clean Room's assets and
liabilities.
Fiscal Years Ended December 31, 1996 and 1995
Net Sales
Net sales decreased approximately 27.8% to $12.2 million for the year ended
December 31, 1996 as compared to $17.0 million for the year ended December 31,
1995. The decrease was primarily due to a slowdown in the engineering division
which provides design and construction services for clean rooms. Due to a
downward trend in the semiconductor industry's expansion of manufacturing
capacity in 1996, this division's revenues decreased by approximately $4.8
million as compared to 1995.
Cost of Sales
Cost of sales decreased by 29.7% to approximately $9.0 million for the year
ended December 31, 1996 as compared to $12.8 million for the year ended December
31, 1995. This decrease was primarily due to the reduction in sales in the
Company's engineering division. Cost of sales were approximately 73.7% and 75.6%
of net sales in the years ended December 31, 1996 and 1995, respectively. The
change of approximately 1.9% is primarily due to an increase in sales in the
high gross profit Ultraclean packaging and manufacturing divisions, and a
decrease in sales in the lower gross profit engineering division. The major
components of cost of sales are raw materials and furnished goods purchases,
direct labor, freight, and factory overhead.
Gross Profit
Gross profit decreased by 22% to approximately $3.2 million for the year
ended December 31, 1996 as compared to approximately $4.1 million for the year
ended December 31, 1995. As a percentage of net sales, gross profit increased by
1.9% to 26.3% from 24.4% for the years ended December 31, 1996 and 1995,
respectively. This increase is primarily due to a decrease of net sales in the
lower margin engineering division and an increase in net sales in the higher
margin Ultraclean packaging and manufacturing divisions.
Selling and Shipping Expenses
Selling and shipping expenses decreased by 9.8%, or approximately $121,000, to
$1.12 million from $1.24 million for the years ended December 31, 1996 and 1995,
respectively. Selling and shipping expenses represented 9.1% and 7.3% of net
sales for the years
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ended December 31, 1996 and 1995, respectively. These expenses include
personnel, advertising, and other costs incurred to support the Company's sales
effort. The decrease in these expenses is due primarily to a reduction in
advertising costs as well as commissions due to a decrease in sales.
General and Administrative Expenses
General and administrative expenses increased by approximately $16,000 to $2.33
million from $2.31 million for the years ended December 31, 1996 and 1995,
respectively. General and administrative expenses represented 19.0% and 13.6% of
net sales for the years ended December 31, 1996 and 1995, respectively. These
expenses include salaries, administrative, legal and corporate expenses.
Other Income/Expenses
Other income/expenses increased by 39.7%, or approximately $180,000, to a net
expense of $632,000 from a net expense of $452,000 in the years ended December
31, 1996 and 1995, respectively. This category represented 5.2% and 2.7% of net
sales for the years ended December 31, 1996 and 1995, respectively. Other
income/expenses consist primarily of interest expense. The increase was due
primarily to a loss on the disposal of an asset of approximately $46,000 in 1996
and a gain on extinguishment of debt in 1995 of approximately $74,000.
Liquidity and Capital Resources
The Company has been able to generate cash to carry on its operations
through a combination of secured borrowings from financial institutions, loans
from principal shareholders, and the cash flow from its operations.
Net cash provided through operating activities was approximately $227,000
and net cash used was approximately $151,000 for the years ended December 31,
1997 and 1996, respectively. The positive cash flow for 1997 was primarily due
to non-cash expenses for depreciation and amortization, a decrease in
inventories, and an increase in accounts payable and billings in excess of costs
and estimated earnings on uncompleted contracts. The negative cash flow for 1996
was primarily due to a net loss and a decrease in accounts payable, partially
offset by non-cash expenses for depreciation and amortization, decreases in
accounts receivable and inventories, and increases in accrued expenses and
billings in excess of costs and estimated earnings on uncompleted contracts.
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Cash used in investing activities was approximately $61,000 and $90,000 for
the years ended December 31, 1997 and 1996, respectively. These amounts
primarily reflect the purchase of furniture and fixtures, machinery and
equipment, including computer hardware and software.
Financing activities used approximately $250,000 of cash flow for the year
ended December 31, 1997 and provided approximately $550,000 of cash flow for
1996. The net use of cash for 1997 resulted primarily from expenses associated
with the Merger, repayments on loans payable and capital lease obligations. The
cash used by financing activities was offset by $200,000 of proceeds from the
issuance of Common Stock and $275,000 loaned to the Company by certain
stockholders of the Company of which $100,000 was converted into Common Stock.
In 1996, Clean Room received $350,000 in proceeds from a note payable from the
Company prior to the Merger and an increase in the balance of loans payable,
partially offset by repayments on capital lease obligations.
The Company has guaranteed an Industrial Development Revenue Bond which has
an unpaid balance of $1,093,000 at December 31, 1997. At that date, the bond was
in default with an action brought against the Company by the holder of the bond
to enforce the guarantee. Legal council is unable to conclude the likely outcome
of this litigation. This could result in the Company incurring an expense to
relocate to a new facility. See "Legal Procedures"
The Company's credit facility provides for maximum borrowings of $1,500,000
which would be available for advances against eligible accounts receivable, as
defined, at a level of 80%. Advances bear interest at 3.5% above the prime rate
plus an administrative fee of .4% on the average daily outstanding balance for
the immediately preceding month, with a minimum monthly fee of $10,000. The
agreement provides for, among other things, a security interest in substantially
all of the Company's assets,limitations on loans to officers, stockholders,
directors or affiliates, payments of cash dividends, and is guaranteed by
certain of the Company's stockholders. At December 31, 1996 and December 31,
1997, the Company was in violation of certain of these covenants.
The same financial institution provides the Company with a $275,000 credit
facility based on eligible inventory, as defined, and $275,000 under an
accommodation note secured by operating equipment. The facility bears interest
at 3.5% above the prime rate plus administrative fees. The note required monthly
principal payments of $5,500 commencing July 1, 1997, with a
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balloon payment for the residual amount in December 1997. The credit facilities
and loans provided by the financial institution expired in December 1997.
Subsequent to December 31, 1997, the Company and the financial institution
extended the credit facility to June 22, 1998 with an amendment that limits the
maximum amount of available credit to $1,500,000, institutes a net deficit
requirement of not more than $2,550,000, and requires an infusion of
$1,500,000 from investors by no later than April 30, 1998.
Item 7. FINANCIAL STATEMENTS
The financial statements required by this Item, the accompanying notes
thereto and the report of independent accountants are included as part of this
Form 10-KSB and immediately follow the signature page of this Form 10-KSB.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of the directors and executive officers of the Company
are set forth below. All of such individuals, with the exception of Ernest
Jurdana, were elected or appointed, as the case may be, to their respective
positions commencing on October 24, 1997, the effective date of the Merger.
Name Age Position Held
---- --- -------------
Edward Nassberg (1) 59 Director
Robert Witter (1) 52 Director
Kenneth Gross (2) 68 Chairman of the
Board of Directors
Sherwood Larkin (2) 45 Director
Paul Gerber (3) 54 Director
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Charles A. Chenes (3) 60 Director, Chief
Executive Officer
and President
Ernest Jurdana 53 Chief Financial
Officer
- ----------
(1) Class I Director
(2) Class II Director
(3) Class III Director
The board of directors of the Company (the "Board") is classified, with one
class to be originally elected for a term expiring at the annual meeting of
shareholders to be held in 1998 (the "Class I Directors"), another class to be
originally elected for a term expiring at the annual meeting of shareholders to
be held in 1999 (the "Class II Directors"), and another class to be originally
elected for a term expiring at the annual meeting of shareholders to be held in
2000 (the "Class III Directors"), with each director to serve until his
successor has been duly elected and qualified.
Edward Nassberg, in addition to being a member of the Board, is also a
member of the Board of Directors of Clean Room. From 1974 to 1994, Mr. Nassberg
served as Chief Executive Officer of Plex-Chem Plastics International, Inc., an
international distributor of plastics and chemicals.
Robert Witter is the founder and has been the Chief Executive Officer of
Witter Publishing Corporation since 1987. Mr. Witter is also the founding
publisher of Cleanrooms magazine, a trade magazine in the contamination control
industry.
Kenneth Gross, in addition to being the Chairman of the Board and the
Secretary of the Company, is also a member of the Board of Directors of Clean
Room. Mr. Gross founded, and has served as Vice President of Goldmark Plastic
Compounds, Inc. for more than forty-five years.
Sherwood Larkin, in addition to being a member of the Board, has served as
the Chief Operating Officer of Josephthal & Co., Inc. since November 1996, and
the Chief Financial Officer of Josephthal & Co., Inc. since March 1994. Prior
thereto, Mr. Larkin was a Partner at BDO Seidman LLP. Mr. Larkin is a member of
the New York State Society of Accountants and the American Institute of
Certified Public Accountants.
15
<PAGE>
Paul Gerber, in addition to being a member of the Board, served as
President and Chief Executive Officer of Clean Room from October, 1990 until
March, 1997, and has been a member of the Board of Directors of Clean Room since
October, 1991. From March, 1980 until October, 1989, Mr. Gerber served as
President of Paul Gerber Associates, representing the Clean Room in the New
York/New Jersey area.
Charles A. Chenes, in addition to being a member of the Board and the Chief
Executive Officer of the Company, has also served as President and Chief
Executive Officer of Clean Room since March, 1997. Prior thereto, he served as
Chairman, President and Chief Executive Officer of Polygon Industries, Inc. from
April, 1996 until February, 1997, and President and Chief Executive Officer of
RLA Community Lending Corporation from February, 1995 until March, 1996, where
he reorganized and restructured corporate operations. Mr. Chenes served as
Chairman, President and Chief Executive Officer from November, 1990 until April,
1995, and President and Chief Executive Officer from February, 1990 until
November, 1990, of Continental Savings of America, ultimately initiating an
initial public offering generating $25 million in capital. From August, 1988
until October, 1989, Mr. Chenes served as Senior Vice President, Consumer Bank
Division and President, HonFed Subsidiaries, of HonFed Bank.
Ernest J. Jurdana was appointed to serve as Chief Financial Officer of the
Company on November 11, 1997 and has also served as Chief Financial Officer of
Clean Room since November of 1997. Prior thereto, he operated a personal
business in Northern California. He served as Chief Financial Officer for
Metropolitan Mortgage & Securities of Spokane, Washington from July of 1994
until May of 1996. Mr. Jurdana served as Senior Vice President and Chief
Financial Officer of Continental Savings of America from July of 1990 until July
of 1994. He served in senior management positions at Washington Mutual Savings
Bank between 1978 and 1989. Mr. Jurdana has an MBA degree and is licensed as a
CPA for private practice by the State of Washington.
Committees of the Board
The Company has an audit committee and a compensation committee. The Audit
Committee reviews the engagement of the independent accountants, reviews and
approves the scope of the annual audit undertaken by the independent accountants
and reviews the independence of the accounting firm. The audit Committee is
currently comprised of Mr. Nassberg, Mr. Gerber and
16
<PAGE>
Mr. Witt. The Audit Committee did not hold any meetings during 1997. The
Compensation committee reviews compensation issues relating to executive
management and makes recommendations with respect thereto to the Board. The
Compensation Committee is currently comprised of Mr. Chenes, Mr. Larkin and Mr.
Gross. The Compensation Committee did not hold any meetings during 1997.
Compensation of Directors
Directors who are employees of the Company will not receive any
compensation for service on the Board. The specific terms of the compensation to
be paid to non-employee Directors of the Board have not been determined.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of its Common
Stock, to file reports of ownership and changes in ownership with the Securities
and Exchange Commission (the "Commission") and the National Association of
Securities Dealers, Inc. Officers, directors and greater than ten percent
stockholders are required by the Commission to furnish the Company with copies
of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no reports on Form 5
were required for those persons, the Company believes that during 1997 all
filing requirements applicable to its officers, directors and greater than ten
percent stockholders were complied with.
17
<PAGE>
Item 10. Executive Compensation
The following table sets forth the cash compensation paid by the Company to
the Company's Chief Executive Officer and any executive officers of the Company
for the year ended December 31, 1997 whose total annual salary and bonus
exceeded $100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
------------------------------------- ---------------------- -------
(b) (c) (d) (e) (f) (g) (h) (i)
Other All
Annual Restricted Other
Compen Stock LTIP Compen-
Name and Principal Sation Awards Options/ Payouts sation
Position Year Salary ($) Bonus($) $ $ SARs(#) $ $
- ------------------ ---- ---------- -------- ------ ----------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles Chenes(1), 1997 $150,000 $0 $0 $0 125,000(2) $0 $0
Chief Executive
Officer
</TABLE>
(1) Commenced employment with the Company on February 28,1997 and therefore
only received a pro-rated portion of his $150,000 salary.
(2) See "Executive Compensation- Executive Employment Agreements."
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
Individual Grants Potential Realizable Value Alternative
at Assumed Rates of Stock to (f) And
Price Appreciation for (g): Grant
Option Term Date Value
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Percent of
Securites Total
underlying Options/SARs
options/SARs Granted to Excercise of Grant Date
Granted Employees in Base Price Expiration Present
Name (#) Fiscal Year (S/Sh) Date 5% ($) 10% ($) Value $
(a) (b) (c) (d) (e) (f) (g) (h)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles 50,000 (1) 40% $.52 11/1/07 -- -- $0
Chenes
- ------------------------------------------------------------------------------------------------------------------------------------
Charles 125,000 (1) 60% $1.00 11/1/07 -- -- $0
Chenes
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) See "Executive Compensation- Executive Employment Agreements."
18
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Option/SARs Option/SARs
at Fiscal at Fiscal
Year End (#) Year End ($)
Shares
Name and Acquired On Value Exercisable/ Exercisable/
Principal Position Exercise (#) Realized ($) Unexercisable Unexercisable
- ------------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Charles Chenes, 0 0 50,000/125,000 0
Chief Executive
Officer
</TABLE>
Executive Employment Agreements
The Company and Mr. Charles A. Chenes have entered into an employment
agreement dated effective January 1, 1998. Pursuant to this employment
agreement, Mr. Chenes will serve as President, Chief Executive Officer and
director of each of the Company and Clean Room and receive an aggregate annual
salary of $150,000. A bonus and salary review occur six months after the date of
the agreement. In addition, on December 18, 1997, Mr. Chenes received options
exercisable to purchase (i) 50,000 shares of Common Stock at an exercise price
of $.52 per share, which vest immediately upon grant, and (ii) 125,000 shares of
Common Stock at an exercise price of $1.00 per share, which vest on the earlier
of (a) two years after the date of grant and (b) the date the Company reports
net income for a fiscal year of in excess of $1,000,000.
19
<PAGE>
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 16, 1998,
known to the Company regarding beneficial ownership of the Company's Common
Stock by (i) any holder of more than five percent of the outstanding shares;
(ii) the Company's directors; and (iii) the directors and officers of the
Company as a group:
Shares of
Common Stock
Name and Address Beneficially
of Beneficial Owner Owned (1)
- ------------------- ---------
Number Percent
------ -------
Robert Witter 0 0
c/o CRP Holding Corp.
1800 Ocean Avenue
Ronkonkoma, NY 11779
Paul Gerber 1,350,324 20.2%
c/o CRP Holding Corp.
1800 Ocean Avenue
Ronkonkoma, NY 11779
Felicia Gross 1,350,324 20.2%
c/o Goldmark Plastics
Nassau Terminal Road
New Hyde Park, NY 11040
Kenneth Gross (2) 1,883,658 27.1%
c/o Goldmark Plastics
Nassau Terminal Road
New Hyde Park, NY 11040
Sheila Nassberg 1,350,324 20.2%
c/o Goldmark Plastics
Nassau Terminal Road
New Hyde Park, NY 11040
Edward Nassberg (3) 1,883,658 27.1%
c/o Goldmark Plastics
Nassau Terminal Road
New Hyde Park, NY 11040
20
<PAGE>
Dan Purjes (4) 1,123,852(4) 16.2%
c/o Josephthal & Co.Inc.
200 Park Avenue
New York, NY 10166
Charles A. Chenes (5) 175,000 2.6%
c/o Clean Room Products, Inc.
1800 Ocean Avenue
Ronkonkoma, NY 11779
Ernest J. Jurdana 0 0%
c/o CRP Holding Corp.
1800 Ocean Avenue
Ronkonkoma, NY 11779
Sherwood Larkin (6) 250,198 3.7%
c/o Josephthal & Co. Inc.
200 Park Avenue
New York, NY 10166
All officers and directors 5,542,838 72.4%
as a group (7 persons)
(2)(3)(5)(6)
- ----------
(1) A person is deemed to be the beneficial owner of securities that can be
acquired within sixty (60) days from the date set forth above through the
exercise of any option, warrant or right. Shares of Common Stock subject to
options, warrants or rights that are currently exercisable or exercisable
with sixty (60) days are deemed outstanding for purposes of computing the
percentage ownership of the person holding such options, warrants or
rights, but are not deemed outstanding for purposes of computing the
percentage ownership of any other person.
(2) Includes (a) 1,350,324 shares of Common Stock to be issued to his spouse
and (b) 266,667 shares of Common Stock underlying warrants exercisable at
$0.50 per share.
(3) Includes (a) 1,350,324 shares of Common Stock to be issued to his spouse
and (b) 266,667 shares of Common Stock underlying warrants excercisable at
$0.50 per share.
(4) Includes (a) 2,500 shares of Common Stock owned by his minor children; (b)
3,000 shares of Common Stock held in his profit sharing plan account; (c)
1,000 shares of Common Stock held in his individual retirement account; (d)
11,500 shares of Common Stock owned by the Josephthal Profit
21
<PAGE>
Sharing Plan, of which Mr. Purjes has the authority to appoint and
discharge its trustees; (e) 266,667 shares of Common Stock underlying
warrants excercisable at $0.50 per share; (f) 250,000 shares of Common
Stock held by Josephthal & Co. Inc., a company of which Mr. Purjes is the
Chief Executive Officer and (g) 30,666 shares of Common Stock held by
J-Partners I, L.P., a hedge fund managed by Mr. Purjes. Mr. Purjes
disclaims beneficial ownership of the shares of Common Stock held by his
minor children, the Josephthal Profit Sharing Plan, Josephthal & Co. Inc.
and J-Partners I, L.P.
(5) Includes (i) 50,000 shares of Common Stock underlying options exercisable
at $.52 per share and (ii) 125,000 shares of Common Stock underlying
options exercisable at $1.00 per share.
(6) Includes 250,000 shares of Common Stock held by Josephthal & Co. Inc., a
company of which Mr. Larkin is the Chief Financial Officer. Mr. Larkin
disclaims beneficial ownership of the shares held by Josephthal & Co. Inc.
22
<PAGE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April, 1997, each of Mr. Gerber, a principal stockholder of the Company
and director of each of the Company and Clean Room, and Mr. Nassberg, a director
of each of the Company and Clean Room, made loans to the Company of $100,000.
Such loans, together with accrued interest thereon at an annual rate of 10%,
become due and payable on May 17, 1998. Mr. Nassberg has cancelled the entire
principal amount of his loan owed to him by the Company in exchange for 266,667
shares of Common Stock and warrants to purchase up to an aggregate of 266,667
shares of Common Stock at an exercise price of $.50 per share.
In November 1997, each of Mr. Gross, a director of the Company, and Dan
Purjes, a principal stockholder of the Company contributed $100,000 to the
Company's capital in exchange for 266,667 shares of Common Stock and warrants to
purchase up to an aggregate of 266,667 shares of Common Stock at an exercise
price of $.50 per share.
The Company has made loans to Mr. Gerber, a principal stockholder of the
Company. As of December 31, 1997, the outstanding principal, and accrued
interest thereon, of these loans equaled $221,314. The outstanding principal,
and accrued interest thereon, of these loans are payable in full on July 1,
1999.
Each of Mr. Gross, Mr. Gerber and Mr. Nassberg have personally guaranteed
the Company's borrowings, and accrued interest thereon, under each of the
Company's current lines of credit.
23
<PAGE>
PART IV
Item 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial statements of the Company are
incorporated herein by reference to Part II, Item 7:
Independent Auditor's Report F-1
Consolidated Balance Sheet at December 31, 1997 F-2
Consolidated Statements of Operations for the Years Ended
December 31, 1997 and December 31, 1996 F-3
Consolidated Statement of Changes in Stockholders' Deficit
for the Years Ended December 31, 1997 and December 31, 1996 F-4
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997 and December 31, 1996 F-5
Notes to Consolidated Financial Statements F-6 - F-18
(a)(2) Exhibits
The following is a list of exhibits filed as part of the Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1997.
Exhibit No.
- -----------
2.1 Amended and Restated Agreement and Plan of Merger and Reorganization,
dated as of March 26, 1997, by and among the Company, CRP Acquisition
Corp. and Clean Room.*
3.1 Amended and Restated Articles of Incorporation of the Company.
(effective as of November 21, 1997).**
3.2 Amended and Restated By-Laws of the Company as adopted on October 9,
1997).**
10.1 Employment Agreement between the Company and Charles Chenes.***
24
<PAGE>
21.1 Subsidiaries of the Company.*
22. The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997.****
27.2 Financial Data Schedule for the fiscal year ended December 31,
1997.***
* Incorporated by reference to the Company's Annual Report Form 10-KSB
for the fiscal year ended December 31, 1996.
** Incorporated by Reference to the Company's Form 8-K dated December 1,
1997.
*** Filed Herewith
**** Incorporated by reference to for the Years Ended December 31, 1996 and
December 31, 1997
(b) Reports on Form 8-K
(1) Report on Form 8-K dated December 1, 1997.
(2) Report on Form 8-K dated November 12, 1997.
25
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
executed on this 14th day of April, 1998.
CPR HOLDING CORP.
By: /s/ Charles A. Chenes
----------------------------
Charles A. Chenes,President
Chief Executive Officer
and Director
In accordance with the Exchange Act this report has been signed below by
the following persons in the capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Charles A. Chenes Chief Executive Officer, April 14, 1998
- -------------------- President and Director
Charles A. Chenes
/s/ Edward Nassberg Director April 14,1998
- --------------------
Edward Nassberg
/s/ Ernest Jurdana Chief Financial Officer April 14, 1998
- --------------------
Ernest Jurdana
/s/ Kenneth Gross Chairman of the Board April 14, 1998
- -------------------- of Directors
Kenneth Gross
/s/ Paul Gerber Director April 14, 1998
- --------------------
Paul Gerber
<PAGE>
Independent Auditor's Report
To the Board of Directors
CRP Holding Corp.
Ronkonkoma, New York
We have audited the accompanying consolidated balance sheet of CRP Holding Corp.
and Subsidiaries (formerly Boca Raton Capital Corporation-See Note 1) as of
December 31, 1997 and the related consolidated statements of operations, cash
flows, and changes in stockholders' (deficit) for the years ended December 31,
1997 and 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of CRP Holding Corp.
and Subsidiaries as of December 31, 1997, and the results of their operations
and their cash flows for the years ended December 31, 1997 and 1996 in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1, the
Company has experienced recurring losses from operations, has a deficiency in
its working capital, and is in violation of its debt covenants. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
New York, New York DALESSIO, MILLNER & LEBEN LLP
March 13, 1998 Certified Public Accountants
SM-C1458
F-1
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
================================================================================
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ 235,790
Accounts receivable, less allowance for doubtful accounts
of $17,000 1,758,381
Inventories 671,518
Prepaid expenses and other 93,618
Deferred income taxes 29,000
-----------
TOTAL CURRENT ASSETS 2,788,307
PROPERTY AND EQUIPMENT, less accumulated
depreciation and amortization 2,236,718
DUE FROM STOCKHOLDER 221,314
DEPOSITS AND OTHER ASSETS 56,669
-----------
$ 5,303,008
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 2,033,227
Accrued expenses 707,400
Loans payable 1,101,667
Promissory notes payable-vendors 280,669
Note payable-stockholders 189,333
Billings in excess of costs and estimated earnings on
uncompleted contracts 798,934
Current portion of obligations under capital leases 1,605,517
Employee benefit obligations 84,027
-----------
TOTAL CURRENT LIABILITIES 6,800,774
DEFERRED INCOME TAXES PAYABLE 218,000
OBLIGATIONS UNDER CAPITAL LEASES, less current portion 397,996
EMPLOYEE BENEFIT OBLIGATIONS, less current portion 130,411
-----------
TOTAL LIABILITIES 7,547,181
-----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' (DEFICIT):
Preferred stock; $1.00 par value; 5,000,000 shares authorized; no shares
outstanding --
Common stock; $.001 par value; 40,000,000 shares
authorized; 6,676,351 shares issued and outstanding 6,676
Additional paid-in capital 767,950
Accumulated deficit (3,018,799)
-----------
TOTAL STOCKHOLDERS' (DEFICIT) (2,244,173)
-----------
$ 5,303,008
============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-2
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
================================================================================
For The Years Ended
December 31,
-------------------------------
1997 1996
------------ ------------
NET SALES $ 11,751,291 $ 12,254,173
COST OF SALES 9,552,214 9,027,475
------------ ------------
GROSS PROFIT 2,199,077 3,226,698
------------ ------------
OPERATING EXPENSES:
Selling and shipping 1,047,470 1,117,930
General and administrative 2,078,137 2,332,079
------------ ------------
TOTAL OPERATING EXPENSES 3,125,607 3,450,009
------------ ------------
OPERATING LOSS (926,530) (223,311)
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (475,391) (476,660)
Interest income 16,961 15,875
Other 107,112 (124,992)
Write-off of fixed assets -- (45,915)
------------ ------------
TOTAL OTHER INCOME (EXPENSE) (351,318) (631,692)
------------ ------------
LOSS BEFORE PROVISION FOR
INCOME TAXES (1,277,848) (855,003)
PROVISION FOR INCOME TAXES 189,000 --
------------ ------------
NET LOSS $ (1,466,848) $ (855,003)
============ ============
BASIC AND FULLY DILUTED
NET LOSS PER SHARE $ (.25) $ (.15)
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 5,770,049 5,626,350
============ ============
See Accompanying Notes to Consolidated Financial Statements.
F-3
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
================================================================================
<TABLE>
<CAPTION>
Additional Accumulated
Common Stock Paid-in Capital Deficit Total
----------------------- ---------------- ----------- ------------
Shares Amount
--------- -----------
<S> <C> <C> <C> <C> <C>
Balance,
January 1, 1996 15 $ 1,100 $ 65,949 $ (663,881) $ (596,832)
Net loss -- -- -- (855,003) (855,003)
Distributions to stockholders -- -- -- (33,067) (33,067)
--------- ----------- ----------- ----------- -----------
Balance,
December 31, 1996 15 1,100 65,949 (1,551,951) (1,484,902)
Issuance of shares to
former lender
(See Note 16) 2 -- 188,000 -- 188,000
Outstanding common stock
of BOCA at date of Merger 1,125,254 1,125 406,225 -- 407,350
Issuance of common stock
to CRP shareholders upon
consummation of Merger 4,501,080 3,401 (3,401) -- --
Costs Associated with Merger -- -- (281,523) -- (281,523)
Issuance of common stock
for investment banking
services 250,000 250 93,500 -- 93,750
Proceeds from issuance of
common stock and
conversion of note payable -
stockholder 800,000 800 299,200 -- 300,000
Net loss -- -- -- (1,466,848) (1,466,848)
--------- ----------- ----------- ----------- -----------
Balance,
December 31, 1997 6,676,351 $ 6,676 $ 767,950 $(3,018,799) $(2,244,173)
========= =========== =========== =========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-4
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================
<TABLE>
<CAPTION>
For The Years Ended
December 31,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,466,848) $ (855,003)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 454,552 456,170
Provision for doubtful accounts 37,519 37,250
Deferred income taxes 189,000 --
Investment banking services paid in common stock 93,750 --
Write-off of fixed assets -- 45,915
Changes in operating assets and liabilities
(In 1997, net of effect of Merger with BOCA):
Decrease (increase) in:
Accounts receivable (99,054) 289,798
Inventories 441,645 182,071
Prepaid expenses and other (82,915) (2,044)
Accrued interest net from stockholders (2,628) (7,987)
Deposits and other (47,404) 1,735
Increase (decrease) in:
Accounts payable 570,484 (685,444)
Accrued expenses (70,181) 205,736
Billings in excess of costs and estimated earnings
on uncompleted contracts 229,631 184,904
Employee benefit obligations (20,192) (3,672)
----------- -----------
Net cash provided by (used in) operating activities 227,359 (150,571)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (60,942) (102,458)
Repayments of stockholders' loans -- 12,417
----------- -----------
Net cash used in investing activities (60,942) (90,041)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Merger costs (net of cash acquired of $33,248) (248,275) --
Proceeds from sales of common stock 200,000 --
Net borrowings (payments) from loans payable (334,300) 352,602
Loans from stockholders 275,000 --
Repayments on capital lease obligations (142,572) (152,825)
Net proceeds from issuance of note payable -- 350,000
----------- -----------
Net cash (used in) provided by financing activities (250,147) 549,777
----------- -----------
NET (DECREASE) INCREASE IN CASH (83,730) 309,165
CASH, BEGINNING OF YEAR 319,520 10,355
----------- -----------
CASH, END OF YEAR $ 235,790 $ 319,520
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-5
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Boca Raton Capital Corporation. ("BOCA"), was a non-diversified, closed-end
investment company, which had elected and was granted the status as a Business
Development Company ("BDC") under the Investment Company Act of 1940. During
1995, the Board of Directors of BOCA were of the opinion that the shareholders'
return on assets was not sufficient to continue operations as a BDC. As such,
BOCA's election to withdraw from its status as a BDC was filed with the
Securities and Exchange Commission and became effective as of December 22, 1995.
BOCA had no substantive operations in 1996 and 1997.
On October 24, 1997, BOCA completed a merger (the "Merger") with Clean Room
Products, Inc.("CRP"), a privately held company incorporated in the state of New
York in 1965. Under the terms of the Merger each outstanding share of CRP was
exchanged for approximately 270,010 shares of BOCA common stock. In connection
with the Merger, BOCA issued 4,501,080 shares of its common stock in exchange
for all of the issued and outstanding shares of CRP. Pursuant to the terms of
the Merger, the CRP shareholders deposited 1,875,750 shares of the BOCA common
shares that they had received, in escrow, until the earlier of; April 24, 1998
or; the consummation of a long term financing which results in at least
$1,500,000 in net proceeds. These shares will be released from escrow upon
consummation of the financing; if such financing has not occurred by April 24,
1998 the shares held in escrow will be canceled. As a result of the Merger, CRP
became a wholly owned subsidiary of BOCA. Subsequent to the Merger, BOCA changed
its name to CRP Holding Corp. All references to the " Company" shall be deemed
to include CRP and BOCA.
In connection with the execution of the Merger agreement, Boca advanced the
Company $350,000 which was due to be repaid on April 30, 1997 bearing interest
at the prime rate plus 1%. The note payable of $350,000 has been eliminated in
consolidation for the year ended December 31, 1997. The Company recorded $35,185
of interest expense on this loan for the year ended December 31, 1997.
The Merger has been treated for accounting purposes as a capital transaction of
CRP, equivalent to the issuance of common stock by CRP for the net monetary
assets of BOCA, accompanied by a recapitalization of CRP. Accordingly, the
results of operations for the two years ended December 31, 1997 and 1996,
reflect those of CRP for the entire two year period and the results of
operations of BOCA from the date of the Merger. All share and per share amounts
have been restated to reflect the Merger. Costs incurred in connection with the
Merger were charged to equity as a reduction of additional paid-in capital.
CRP Holding Corp. and Subsidiaries manufactures and distributes products for
critical environment facilities and designs and constructs clean rooms
throughout the United States.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany
transactions have been eliminated in consolidation.
F-6
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has experienced
recurring losses from operations, has a deficiency in its working capital, and
is in violation of its debt covenants. These factors raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
In 1997, the Company commenced a restructuring program. This program included
the reorganization of the Company's senior management with the appointment of a
new chief executive officer. The Company has embarked upon a substantial cost
cutting program together with obtaining additional financing. Additionally, the
Company is refocusing its sales efforts on higher margin products. Management
believes that these actions, will enable the Company to continue as a going
concern. The Company's continued existence is dependent upon its ability to
achieve and maintain positive cash flow and to satisfy its indebtedness when it
becomes due.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using
the first-in, first-out method (FIFO).
Property and Equipment
Property and equipment is carried at cost. Depreciation is computed using both
the straight-line and accelerated methods over the estimated useful lives of the
related assets, ranging from five to seven years.
Leasehold improvements and property held under capital leases are amortized over
the shorter of the lease term or the useful life of the property.
Asset Impairment
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," effective January 1, 1996. SFAS No. 121 requires
impairment losses to be recognized on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. SFAS
No. 121 also addresses the accounting for long-lived assets that are expected to
be disposed of. There was no effect on the financial statements of the adoption
of SFAS No. 121.
F-7
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Revenue Recognition
Revenue related to the distribution of products is recognized at the time of
title transfer, which usually occurs at the time of shipment.
Revenue from the design and construction of clean rooms is recognized on the
percentage-of-completion method, measured by the percentage of contract costs
incurred to estimated total contract costs for each contract. This method is
used because management considers it to be the best available measure of
progress on these contracts. Contract costs include all direct material and
labor costs and those indirect costs related to contract performance, such as
indirect labor, supplies, tools, repairs, and depreciation and amortization
costs. Selling, general and administrative costs are charged to expense as
incurred.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined. Changes in job performance, job conditions,
and estimated profitability, including those arising from contract penalty
provisions, and final contract settlement may result in revisions to costs and
income and are recognized in the period in which the revisions are determined.
An amount equal to contract costs attributable to claims is included in revenues
when realization is probable and the amount can be reliably estimated.
The liability "billings in excess of costs and estimated earnings on uncompleted
contracts", represents billings in excess of revenue recognized.
Statements of Cash Flows
For purposes of the statements of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents. At December 31, 1997 and 1996, there were no cash
equivalents.
Advertising and Promotion
The Company expenses advertising and promotion as incurred, except for catalogue
costs which are deferred and expensed over the period benefited. Advertising and
promotion expense of $123,009 and $127,021 were incurred for the years ended
December 31, 1997 and 1996, respectively. Prepaid advertising costs, included in
prepaid expenses, amounted to $39,642 at December 31, 1997.
F-8
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Net Earnings (Loss) Per Share
In 1997, the Company adopted Statement of Financial Accounting Standards No. 128
that requires the reporting of both basic and diluted earnings per share. Basic
earnings per share is computed by dividing net income available to common
shareowners by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock. Common stock equivalents are excluded from the
fully diluted loss per share calculation for 1997 and 1996 because their effect
would be antidilutive.
Financial Statement Classifications
Certain amounts in the 1996 financial statements have been reclassified to
conform with the current year presentation.
NOTE 2 - INVENTORIES
Inventories consist of the following:
Raw materials $467,808
Work-in-process 21,339
Finished goods 182,371
--------
$671,518
========
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
Leasehold improvements $1,098,941
Office and lab equipment 612,485
Machinery 281,934
Property under capital leases:
Manufacturing, warehouse, and office facility 3,887,944
Machinery 145,224
----------
6,026,528
Less: accumulated depreciation and amortization (a) 3,789,810
----------
$2,236,718
==========
(a) Includes $2,596,802 of accumulated amortization on property held under
capital leases at December 31, 1997. Depreciation and amortization expense
charged to operations amounted to $454,552 and $456,170 for the years ended
December 31, 1997 and 1996, respectively.
NOTE 4 - DUE FROM STOCKHOLDER
In 1996, a stockholder loan was converted into a promissory note in the amount
of $196,366 with principal and interest payable in full on July 1, 1999. The
promissory note bears interest at 8% per annum. The Company recorded $16,961 and
$7,987 of interest income on this loan for the years ended December 31, 1997 and
1996, respectively.
F-9
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 5 - INVESTMENT IN LIMITED PARTNERSHIP
The Company has a 95% limited partnership interest in a limited partnership
which has been fully written-off due to losses recorded in prior years under the
equity method of accounting. As of December 31, 1997, the Company had a negative
capital account in this limited partnership, for tax purposes, of $1,082,070.
The Company is not liable for any further contributions to the limited
partnership, which owns and operates a low-income apartment complex located in
Kentucky. The carrying value of this investment will be adjusted in subsequent
years only in the event that future net income of the limited partnership, less
any distributions, exceeds the Company's negative capital account.
NOTE 6 - LOANS PAYABLE
Loans payable consists of the following:
Revolving credit facility (a) $ 664,151
Inventory credit facility (b) 162,516
Equipment note payable (c) 275,000
----------
$1,101,667
==========
a) The Credit Facility provides for maximum borrowings of $1,500,000 which
would be available for advances against eligible accounts receivable, as
defined, at the rate of 80%. Advances bear interest at 3.5% above the prime
rate (12% and 11.75% at December 31, 1997 and 1996, respectively) plus an
administrative fee of .4% on the average daily outstanding balance for the
immediately preceding month, with a total minimum monthly fee payable of
$10,000. This agreement provides for, among other things, a security
interest in substantially all of the Company's assets, limitations on loans
to officers, stockholders, directors or affiliates, payments of cash
dividends, and is guaranteed by the Company's stockholders. At December 31,
1997 and 1996, the Company was in violation of certain of these covenants.
The Company and the financial institution have extended the credit facility
to June 22, 1998 with an amendment that limits the maximum amount of
available credit to $1,500,000, institutes a net deficit requirement of not
more than $2,550,000, and requires an infusion of $1,500,000 from investors
by no later than April 30, 1998.
b) The same financial institution provided the Company with a $275,000 credit
facility (the "Inventory Facility"). Maximum borrowings are based upon
eligible inventory, as defined. This facility bears interest at 3.5% above
the prime rate, plus an administrative fee of .4% on the average daily
balance outstanding during the preceding month.
c) The Company also borrowed $275,000 from the same financial institution
under an accommodation note secured by operating equipment. This note bears
interest at 12% and was due in December 1997. The repayment date of this
debt was extended to June 22, 1998.
F-10
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 7 - PROMISSORY NOTES PAYABLE - VENDORS
Promissory notes payable-vendors consists of the following:
9.5% Promissory notes (a) $148,477
9.0% Promissory notes (b) 86,996
12% Promissory notes (b) 45,196
--------
$280,669
========
(a) The Company agreed to pay $1,000 per month commencing November 15, 1997
with the balance at the earlier of the completion of obtaining additional
financing or April 21, 1998.
(b) Payable on demand.
NOTE 8 - NOTE PAYABLE STOCKHOLDER
In April 1997, the Company borrowed $200,000 from two of its stockholders. The
notes provide for interest at 10% per annum with a maturity date of May 17,
1998. In November 1997, one of these stockholders converted his note ($100,000)
into 266,667 shares of common stock and warrants to acquire 266,667 shares of
the Company's common stock at an exercise price of $.50 expiring in November
2007. In December 1997, the Company borrowed $75,000 from another stockholder.
This loan was subsequently repaid without interest. The notes payable as of
December 31, 1997 amounted to $189,330, which includes accrued interest of
$14,330.
NOTE 9 - BILLINGS IN EXCESS OF COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED
CONTRACTS
Costs and estimated earnings on uncompleted contracts consists of the following:
Billings to date $2,376,391
----------
Costs incurred on uncompleted contracts 1,162,335
Estimated earnings recognized to date 415,122
----------
1,577,457
----------
Billings in excess of costs and estimated
earnings on uncompleted contracts $ 798,934
==========
F-11
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 10 - INCOME TAXES
Provision for income taxes consist of the following:
Current:
Federal $ --
State and local --
---------
--
---------
Deferred:
Federal 160,500
State and local 28,500
---------
$ 189,000
=========
The significant components of the net deferred tax asset and liabilities as of
December 31, 1997 were as follows:
Current Deferred Tax Assets
Inventory $ 22,000
Accounts receivable 7,000
---------
Current deferred tax assets $ 29,000
=========
Long-Term Deferred Tax Assets
Property and equipment 150,000
Net operating loss 45,000
---------
195,000
---------
Long-Term Deferred Tax Liabilities
Investment in real estate partnership (413,000)
---------
Net long-term Deferred Tax Liability $(218,000)
=========
Net Deferred Income Tax Liability $(189,000)
=========
CRP was an S Corporation for federal income tax purposes through the date of
Merger. Accordingly, no income tax provision (recovery) was provided prior to
the Merger. On October 24, 1997 (the effective date of the Merger) CRP no longer
qualified as an S Corporation and its income (loss) became subject to federal
taxation. The 1997 deferred tax provision relates solely to the cumulative
difference between CRP's book and tax basis of its assets and liabilities at the
date of Merger.
As of December 31, 1997, the Company had available a net operating loss
carryforward of approximately $114,000, expiring in 2017. BOCA's net operating
losses prior to the date of Merger were approximately $2,768,000 with various
dates of expiration through 2008 and are subject to significant annual
limitations.
F-12
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 11 - LEASES
The Company occupies a manufacturing, warehouse, and office facility which it
subleases from a former stockholder. The former stockholder leases the facility
from an industrial development agency under an agreement dated December 1, 1984.
The former stockholder has the option to purchase the facility for $1 upon
retirement of the $3,500,000 of Industrial Development Revenue Bonds ("IRB")
issued to finance the facility construction.
The Company's sublease terminates upon retirement of the IRB, but contains a
provision requiring it to enter into a new lease agreement at that time, through
November 30, 2004, with identical terms as the sublease agreement. The sublease
agreement, as amended October 21, 1991, requires the Company to pay monthly rent
of $33,520 for five years, after which time rents are to be adjusted annually to
fair rental value. The sublease has been capitalized at the present value of the
minimum lease payments, which approximates the portion of the cost of the
facility that was financed with the IRB. The sublease contains certain financial
and technical covenants. At December 31, 1997 and 1996, the Company was in
violation of certain of these covenants.
The Company has guaranteed the IRB, which has an unpaid balance of approximately
$1,093,000 at December 31, 1997. At December 31, 1997 and 1996 the former
stockholder was in violation of the IRB and an action has been brought against
the Company by the holder of the IRB to enforce the guarantee against the
Company. Legal council is unable to conclude on the likely outcome of this
litigation. In the event this case is eventually adjudicated in favor of the
plaintiff, the Company could be materially and adversely affected under its
sublease agreement with the former stockholder. This could eventually result in
the Company having to relocate to a new facility. Therefore, it is possible that
the results of operations and liquidity of the Company could be materially
affected by this contingency. The financial statements do not include a
provision for this contingency. The guaranteed portion of the lease has been
classified as a current liability.
In 1994, the Company and the former stockholder amended the sublease to reduce
the monthly minimum rental payments from $33,520 as follows:
May 1, 1994 to February 28, 1995 $ 25,125
March 1, 1995 to December 1, 1995 $ 30,708
January 1, 1996 to October 20, 1996 $ 27,916
Thereafter the monthly minimum payments shall be at fair rental value, in
no event less than the IRB's debt service payment ($15,350 plus interest).
In 1997 and 1996, the Company has been in arrears on this lease.
Accordingly, the rental payment terms to be established as of October 20,
1996 have not yet been established.
The present value of the remaining future minimum lease payments and the
carrying value of the manufacturing, warehouse, and office facility were reduced
by approximately $480,000 based on the above-mentioned amendment and using the
rental payment in effect at January 1, 1996 for the remainder of the term of the
lease.
The Company also has capital and operating leases for machinery and equipment
and automobiles with various dates of expiration through January 2002.
F-13
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 11 - LEASES (cont'd)
Future minimum payments, by year and in the aggregate, under the capital and
operating leases are as follows:
Capitalized Operating
Leases Leases
----------- ---------
December 31,
------------
1998 $ 512,517 $ 19,278
1999 361,215 12,292
2000 348,091 5,082
2001 339,868 --
2002 338,387 --
Thereafter 670,000 --
---------- ----------
Total minimum lease payments 2,570,078 $ 36,652
==========
Less: amount representing interest 566,565
----------
Present value of net minimum lease payments $2,003,513
==========
Current portion $1,605,517
==========
Long-term portion $ 397,996
==========
Rent expense was $47,230 and $70,739 for the years ended December 31, 1997 and
1996, respectively.
NOTE 12 - EMPLOYEE BENEFIT PLANS
a) The Company provided an employee with supplemental retirement and
disability benefits. These benefits are unfunded by the Company. At
December 31, 1997 the Company had a liability of $214,438, representing the
present value of the obligation using a 7% discount rate.
Future minimum payments, by year and in the aggregate, are as follows:
December 31,
------------
1998 $ 84,027
1999 37,730
2000 19,100
2001 19,100
2002 19,100
Thereafter 90,725
---------
Total minimum payments 269,782
Less: amount representing interest 55,344
---------
Present value of minimum payments $ 214,438
=========
Current portion $ 84,027
=========
Long-term portion $ 130,411
=========
F-14
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 12 - EMPLOYEE BENEFIT PLANS (cont'd)
b) The Company's profit sharing plan, a qualified salary reduction plan under
Section 401(k) of the Internal Revenue Code, covers substantially all of
its employees. The Company, at the discretion of the Board of Directors,
may match a portion of the employees' contributions to the plan. Employer
contributions to the employee 401(k) savings and profit sharing plan were
$15,532 and $33,674 for the years ended December 31, 1997 and 1996,
respectively.
NOTE 13 - STOCKHOLDERS' DEFICIT
Common Stock and Warrants
On November 17, 1997, two shareholders invested an aggregate of $200,000 for
533,334 shares of the Company's common stock and warrants to purchase 533,334
shares of common stock at an exercise price of $.50 per share expiring in
November 2007. A note payable for $100,000 to a third shareholder was converted
into 266,667 shares of common stock and 266,667 warrants (See Note 8). The
Company has agreed to register the shares and warrants upon the demand of the
shareholders.
Stock Options
The Company has entered into an option agreement with its Chief Executive
Officer. The Company issued options to purchase 175,000 shares of its common
stock. The first 50,000 options are exercisable at $.52 per share. The remaining
125,000 options become exercisable when the Company generates $1,000,000 of net
income for a fiscal year or two years after the date of grant, whichever occurs
first. The 125,000 options are exercisable at a price of $1.00 per share. There
were no options or warrants issued in 1996.
The Company accounts for stock options and warrants granted to employees and
directors under APB No. 25, under which no compensation cost has been recognized
for stock options granted. Had compensation costs for stock options been
determined consistent with SFAS No. 123, the Company's net loss and loss per
share would have been the following pro forma amounts for the year ended
December 31, 1997.
Net (loss) as reported ($1,466,848)
Net (loss) pro forma ($1,468,138)
Primary (loss) per share as reported (.25)
Primary (loss) per share pro forma (.25)
The effects of applying SFAS 123 in this pro forma disclosure are not indicative
of future amounts.
All transactions with individuals other than those considered employees, as set
forth within the scope of APB No. 25, must be accounted for under the provisions
of SFAS No. 123. During 1997 and 1996, no options were granted to outside
consultants.
F-15
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 13 - STOCKHOLDERS' DEFICIT (cont'd)
The following summarizes the activity in warrants and options:
Warrants Options
------------------------ ------------------------------
Shares Exercise Price Shares Exercise Price
------ -------------- ------ --------------
Granted 800,000 $.50 175,000 $.52 - $1.00
Exercised -- --
Canceled -- --
------- -------
800,000 175,000
======= =======
At December 31, 1997, 50,000 options and 800,001 warrants were exercisable.
Weighted Average Weighted Average
Fair Market Value Exercise Price
----------------- --------------
Options granted at a discount N/A N/A
Options granted at fair market value N/A N/A
Options granted at a premium .00015 .86
The fair value of each option grant is estimated on the date of grant using the
Black Scholes option pricing model with the following weighted average
assumptions used for grants in 1997: risk-free interest rate of 5.77%; no
expected dividend yield, expected lives of 4 years; and expected stock price
volatility of 14%.
The following table summarizes information about stock options outstanding
at December 31, 1997:
Number Weighted Number
Outstanding Average Weighted Exercisable
at Remaining Average at
Range of December 31, Contractual Exercise December 31,
Exercise Prices 1997 Life Price 1997
- --------------- ------------ ----------- -------- ------------
.52-$1.00 175,000 9.17 .86 50,000
F-16
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 14 - COMMITMENTS AND CONTINGENCIES
Financial Instruments and Credit Risk
Financial instruments which potentially subject the Company to concentrations of
credit risk consist primarily of trade accounts receivable. Concentration of
credit risk with respect to such receivables is limited due to generally short
payment terms and their dispersion across geographic areas.
Cash Concentration
As of December 31, 1997, the Company had cash balances at major commercial
banks in excess of Federal Deposit Insurance coverage.
Major Customer
One customer accounted for approximately 10% of net sales for the year ended
December 31, 1997.
Employment Contract
In January 1998, the Company entered into an employment contract with its Chief
Executive Officer. In connection with the contract, the Company is contractually
obligated to pay approximately $150,000 per year over a two year period.
NOTE 15 - SUPPLEMENTAL CASH FLOW INFORMATION
a) Supplemental disclosure of cash flow information:
December 31,
-------------------
1997 1996
-------- --------
Payments for interest $412,883 $453,555
b) Supplemental disclosure of non-cash financing and investing activities:
In 1997, the Company satisfied a liability by the issuance of its common stock
valued at $188,000. In addition, a capital lease obligation of $15,000 was
incurred when the Company entered into a lease for new equipment.
In 1997, a stockholder converted a $100,000 note payable into common stock.
In 1996, capital lease obligations of $105,270 were incurred when the Company
entered into leases for new equipment.
F-17
<PAGE>
CRP HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 16 - LITIGATION
a) An action was brought against the Company by a former lender who had made a
loan to the Company in 1993 and was repaid in full in 1995 who alleged that he
was entitled to a certain percentage of the Company's equity as part of the
loan. This individual is related to the Company's investment banking firm. In
1995 and 1996, the Company had provided $50,000 and $138,000, respectively for
the estimated settlement of this matter. In July 1997, this matter was settled
by the Company upon the issuance of the Company's common stock valued at
$188,000.
b) The Merger with BOCA brought with it a suit by a former proposed merger
partner alleging breach of merger agreement, fraudulent inducement, and
fraudulent misrepresentation. The Company believes that it has defenses to these
claims. The Company is unable to estimate the potential loss, if any, that might
result from this matter.
F-18
<PAGE>
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT made and entered into as of January 1, 1988, by and
between CRP Holding Corp., a Florida corporation (the "Company") and Charles A.
Chenes (the "Executive").
RECITALS:
1. The Company wishes to employ the Executive upon the terms and
subject to the conditions set forth in this Agreement.
2. The Executive is willing to serve in the employ of the Company upon
the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and agreements hereinafter set forth, the Company and the Executive
hereby agree as follows:
1. EMPLOYMENT; DUTIES.
(a) The Company hereby employs the Executive as President and Chief
Executive Officer, and the Executive hereby accepts such employment.
(b) In his capacity as President and Chief Executive Officer, the
Executive shall have such responsibilities and duties consistent with his
respective positions, and of such a nature as are usually associated with his
offices as may be designated from time to time by the Board of Directors of the
Company (the "Board of Directors").
(c) The Executive shall faithfully and diligently discharge his duties
hereunder and use his best efforts to implement the policies established by the
Board of Directors. In the performance of his duties and functions under this
Agreement, the Executive shall devote such time as is consistent with his
position as President.
2. TERM.
(a) Initial Term. Unless renewed or sooner terminated as provided
herein, the initial term (the "Initial Term") of this Agreement shall begin on
the date hereof and shall continue for a period of two (2) years.
(b) Renewal Term. After the expiration of the Initial Term, this
Agreement shall be deemed renewed for a successive two (2) year term (such
two (2) year term being hereinafter referred to as a "Renewal Term"), unless
the Company or the Executive gives written notice to the other on or prior to
the date which is six (6) months prior to the end of the Initial Term or any
Renewal Term, of the election to terminate this Agreement
<PAGE>
at the end of the Initial Term or the then current Renewal Term. The Initial
Term and any Renewal Terms shall be hereinafter collectively referred to as the
"Employment Term".
3. COMPENSATION.
(a) Salary. The Company shall pay the Executive an annual base gross
salary for the services to be rendered by him from the date hereof at the annual
rate of not less than $150,000, as determined by the Board of Directors, payable
in periodic installments in accordance with the Company's regular payroll
practices as in effect from time to time ("Salary"). The Salary may be increased
(but not decreased) from time to time by the Board of Directors, and shall in
any event be subject to annual review at the meeting of the Board of Directors
immediately following the annual meeting of the shareholders of the Company.
(b) Incentive Compensation. The Executive shall be entitled to an
annual performance bonus as may be determined by the Board of Directors, in its
sole discretion.
4. BENEFITS.
(a) Benefit Plans. The Executive shall be entitled to participate in
and receive the benefits under any pension, profit-sharing, bonus, stock
purchase, stock option, stock bonus, health, life, accident and disability
insurance plans or programs and any other employee benefit or fringe benefit
plans, perquisites or arrangements which the Company makes available generally
to other employees, including, without limitation, to the senior executive
officers of the Company, to the extent that the Executive is otherwise eligible
to participate in such plans or arrangements pursuant to the provisions of such
plans or arrangements as they may be in effect from time to time, and,
containing terms and benefits at least as favorable to the Executive as those
upon which any other senior executive officer of the Company may have rights to
participate in.
(b) Automobile. The Company shall provide the Executive with a leased
vehicle for use by the Executive. In addition, the Company shall also pay for
insurance, maintenance, fuel and other costs incurred by the Executive in the
use and maintenance of such a vehicle.
(c) Life Insurance; Medical Benefits.
(i) The Company shall, at its own cost and expense, continue to
maintain the present term life insurance policy on the life of the
Executive in the amount of $750,000, payable to such beneficiary or
beneficiaries as the Executive may designate, and, shall provide
medical benefits at least equivalent to those benefits which the
Executive currently received, for the period required herein.
2
<PAGE>
(ii) In the event the present term life insurance referred to
in (c)(1) above is terminated, and such termination is due to a default
by the Company under such policy or is otherwise the fault of the
Company, the Company shal1 obtain an equivalent life insurance policy
and maintain such life insurance policy for the period required herein.
In the event the present term life insurance referred to in (c)(1)
above is terminated, and such termination is not the result of any
action or inaction by the Company, the Company shall purchase such term
life insurance as shall be avallable at a cost equivalent to the
premium being paid for the present term life insurance, and maintain
the same for the period required herein.]
(d) Vacation and Holidays. The Executive shall be entitled to four (4)
weeks paid vacation during each year of the Employment Term hereof. To the
extent the Executive shall not take four (4) weeks vacation during any year, the
unused time shall accrue and carry forward to future years. Upon termination of
the Executive's employment for any reason, the Executive shall receive a cash
payment for any accrued but unused vacation up to a maximum of six months. The
Executive shall be entitled to such holidays and sick days as determined by the
Company's policy with respect to senior executive officers in effect on the date
hereof, and as amended.
(e) Expenses. The Company shall pay or reimburse the Executive for all
reasonable expenses actually incurred or paid by the Executive in the
performance of his services hereunder (including 100% of reasonable travel and
entertainment expenses), provided, that the Executive submits expense statements
or vouchers or such other supporting information as the Company may reasonably
require of the Executive.
5. TERMINATION OF EMPLOYMENT.
(a) Notwithstanding the provisions of paragraph 2 hereof, this
Agreement may be terminated as follows:
(i) Upon Notice. At the end of the Employment Term with
respect to which notice is given by the Executive or the Company
pursuant to paragraph 2(a) hereof.
(ii) Death. The Executive's employment hereunder shall
terminate automatically as of the date of his death.
(iii) Disability. The Company may terminate the Executive's
employment hereunder after having established the Executive's
"Disability" (as defined below), by giving the Executive written notice
of its intention to terminate the Executives employment due to such
Disability. The date of Disability shall be the day on which the
Executive receives notice from the Company in accordance with Section
8(f) hereof.
3
<PAGE>
For purposes of this Agreement, "Disability" means the Executive's
inability to perform substantially his duties and responsibilities to
the Company by reason of a physical or mental incapacity or infirmity
(i) for a continuous period of ninety (90) days, not including any
permitted vacation days, holidays or sick days; or (ii) for a
cumulative period of ninety (90) days in any twelve month period, not
including permitted vacation days, holidays or sick days; or (iii) at
such earlier time as the Executive submits medical evidence
satisfactory to the Company that the Executive has a physical or mental
disability or infirmity that will likely prevent the Executive from
substantially performing his duties and responsibilities for one
hundred and twenty (120) days or longer. In the event of any
disagreement between the Executive and the Company, as to whether the
Executive is physically or mentally incapacitated so as to constitute a
"Disability" hereunder, the question of such incapacity shall be
submitted to an impartial and reputable physician selected by mutual
agreement of the Company and the Executive, or failing such agreement,
selected by two physicians (one of whom shall have been selected by the
Company, and the other by the Executive), and the determination of the
question of such incapacity by such physician shall be final and
binding upon the Company, as the case may be, and the Executive. The
Company shall pay the fees and expenses of such physician, and the
Executive shall submit to any medical examinations reasonably necessary
to enable such physician to make a determination as to whether the
Executive's incapacity constitutes a Disability hereunder.
(iv) Cause. The Company shall have the right to terminate the
Executive's employment for "Cause". For purposes of this Agreement,
"Cause" shall mean: (i) the willful and continued failure by the
Executive to perform substantially his duties to the Company (other
then any such failure resulting from his Disability) within a
reasonable period of time after a written demand for substantial
performance is delivered to the Executive by the Board of Directors,
which demand specifically identifies the manner in which the Board of
Directors, believes that the Executive has not substantially performed
his duties; (ii) the willful misconduct by the Executive in the
performance of his duties to the Company which has a detrimental effect
on the Company or its subsidiaries, and which remains uncorrected for a
reasonable period of time after receipt by the Executive of a written
notice from the Board of Directors setting forth the particular details
of such misconduct, (iii) the grossly negligent performance by the
Executive of his duties to the Company, if such grossly negligent
performance is determined by the Board of Directors, to have had or to
be reasonably likely to have a material adverse effect on the business,
assets, prospects or financial condition of the Company, (iv) the
conviction of the Executive of a felony, (v) the misappropriation of
any property of, or
4
<PAGE>
commission of fraud or embezzlement against the Company or any
of its subsidiaries, or (vi) material breach by the Executive of
Section 7 hereof.
(v) Termination For Good Reason. The Executive may terminate
his employment under this Agreement for "Good Reason." For purposes of
this Agreement, "Good Reason" shall mean, without the Executive's
express written consent, (i) a substantial alteration in the nature or
status of the Executive's responsibilities from those contemplated by
Section 1(a) or the assignment to the Executive of any duties
inconsistent with the Executive's status as President and Chief
Executive Officer, (ii) a reduction in the Executive's compensation
from that contemplated by Section 3(a) (as the same may be increased
from time to time); or (iii) without limiting the generality or effect
of the foregoing, any material breach of this Agreement by the Company.
(vi) Transfer Event. The Executive shall have the right to
terminate this Agreement upon thirty days prior written notice to the
Company, or any successor of the Company, as the case may be, in the
event of a "Transfer Event" (as defined below). For purposes of this
Agreement, "Transfer Event" means:
(A) a transfer of substantially all of the assets of the
Company, (B) a change in control of the board of directors of the
Company pursuant to which any single Person or two or more Persons
acting in concert (other than one or more Affiliates of the Company on
the date hereof) acquires control of such board of directors, or (C)
the Transfer of at least 51% or more of the voting equity interests in
the Company (or any parent of the Company), whether by sale, merger,
consolidation or otherwise, to any single Person or two or more Persons
acting in concert; provided that two or more Persons shall be
considered to be acting in concert for purposes of clauses (B) and (C)
hereof only if such Persons would have been considered to be acting in
concert as a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, for such purposes treating voting
equity interests of the Company held or acquired by such Persons as if
such voting equity interests were equity securities in respect of which
a Schedule 13D would be required to be filed with the Securities and
Exchange Commission and as if the requisite percentage and other
threshold conditions to such filing were satisfied; provided, further,
that a "Transfer Event" shall not include a pledge of the voting equity
interests in the Company to the holders of debt financing or any
refinancing thereof (but not a Transfer arising from the exercise of
such holders rights under such pledge). For purposes of this Section
5(a)(vi):
"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
governmental body.
5
<PAGE>
"Affiliate" means. with respect to any Person, any other Person which
directly or indirectly controls, is controlled by or it under common control
with such Person.
"Transfer" means sell, transfer, convey, lease and/or deliver (other
tenses of the term have similar meaning) or sale, transfer, assignment,
conveyance, lease and/or delivery, as indicated by the context.
(b) In the event that this Agreement is terminated pursuant to
Section (a) above, the Executive shall be released from any further
obligations under Section 1 hereof, and the Company shall be released
from any further obligations hereunder, except for obligations accrued
to the date of termination. Termination of this Agreement pursuant to
Section 5(a) and shall in no way abrogate or relieve the Executive of
his obligations under Section 7 hereof.
6. EFFECT OF TERMINATION.
(a) Upon and following termination of the Executive's
employment because of death as provided in subsection 5(a)(ii) above,
the Company shall (i) continue to pay to the Executive's spouse the
amount of the Executive's Salary as provided in Section 3(a) at the
rate in effect immediately prior to termination of his employment, for
the remainder of the Employment Term or for a period of one (1) year
from the date of termination of the Executive's employment, whichever
is longer, (ii) continue to provide medical benefits equivalent to the
medical benefits contemplated in Section 4(a) hereof for the
Executive's spouse for a period of one (1) year from the date of
termination of the Executive's employment.
(b) Upon and following termination of the Executive's
employment because of Disability as provided in subsection 5(a)(iii)
above, the Company shall (i) continue to pay the Executive, or, in the
event of the death of the Executive, his spouse in the event of her
death subsequent to that of the Executive's, as the case may be, the
amount of the Executive's Salary as provided in Section 3(a) at the
rate in effect immediately prior to termination of his employment, for
the remainder of the Employment Term or for a period of twelve (12)
months from the date of termination, whichever is longer, less the
amount of any disability payments made by the Company or any Company
plan, (ii) continue to provide medical benefits equivalent to the
medical benefits contemplated in Section 4(a) hereof and to maintain
the term life insurance contemplated in Section 4(c) hereof for a
period of one year from the date of termination of the Executive's
employment, and (iii) continue to provide an automobile as contemplated
in Section 4(b) hereof for a period of twelve (12) months from the date
of termination of the Executive's employment.
6
<PAGE>
(c) In the event Executive's employment is terminated by the
Executive for Good Reason or upon the occurrence of a Transfer Event,
or by the Company other than for death, Disability, Cause, or pursuant
to notice as provided in Section 5(a) bereof, the Company shall make a
lump sum payment to the Executive of the Salary for the remainder of
the Employment Term, or for one year from the date of termination,
whichever is greater (or in the event of the subsequent death of the
Executive to his spouse) and, shall continue to provide medical
benefits equivalent to the medical benefits contemplated in Section
4(a) hereof [and to maintain the term life insurance contemplated by
Section 4(c) hereof for such period.]
(d) Upon and following the termination of the employment by
the Executive hereunder, for any reason, the Executive shall be
entitled to any Salary, incentive compensation, and Salary relating to
accrued but unused vacation, to the extent such amounts are accrued and
unpaid on the date of termination of the Executive's employment, and
all expense reimbursements that are due under Section 4(e) hereof and
remain unpaid.
(e) Notwithstanding anything to the contrary contained in this
Agreement, in the event of a termination by the Company of the
Executive's employment hereunder, or the termination by the Executive
of his employment for Good Cause or upon the occurrence of a Transfer
Event, the Executive shall not be required to seek other employment in
mitigation of his damages, nor shall the possibility or fact of any
other such employment and the compensation which the Executive might
reasonably be expected to receive, actually receives, or to which the
Executive becomes entitled, by reason thereof, be considered as
mitigating his damages.
7. COVENANTS.
(a) In view of the fact that the Company is engaged in
specialized businesses, which businesses are conducted throughout the
world, and the information, research and marketing data developed by
the Company or any of its subsidiaries or affiliates are confidential,
the Executive agrees that, during his employment and for a period of
one (1) year from the termination of his employment with the Company,
he will not (i) directly or indirectly engage in the business
substantially conducted by the Company at the date of such termination,
either for himself or for any person, employer, business or other
entity in competition with the Company, (ii) engage in any such
business on his own account, or (iii) become interested in any such
business, directly or indirectly, as an individual, partner,
shareholder, officer, director, principal, agent, employee, trustee,
consultant or in any other relationship or capacity; provided, however,
that ownership of less than 5% of any class of outstanding securities
of a company registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended, shall not be deemed to constitute
engaging, participating in, or crested in any such business.
(b) During his employment and for a period of one (1) year
thereafter, the Executive and any entity controlled by the Executive
shall not, directly or indirectly, (i)
7
<PAGE>
make any false or malicious statement, oral or written, which is
injurious to the business, reputation or operations of the Company,
its officers or directors, as applicable, or which may interfere with
the good will of the Company or its relations with its customers and
suppliers, or (ii) solicit, interfere with, hire, offer to hire or
induce any person who is an officer, employee or agent of the Company
to discontinue his or her relationship with the Company or any
subsidiary or affiliate of the Company, or to accept employment by any
other entity or person.
(c) The Executive agrees to keep secret and retain in the
strictest confidence all confidential matters which relate to the
Company, including, without limitation, customer lists, trade secrets,
pricing policies and other confidential business affairs of the Company
and any of its subsidiaries or affiliates ("Confidential Information")
learned by him from the Company or any of its subsidiaries affiliates
and not to disclose any such Confidential information to anyone outside
the Company or any of its affiliates, whether during or after his
period of service with the Company, except in the course of performing
his duties hereunder, provided, however, Confidential Information shall
not include information that (i) is known generally by the public on
the date of the Executive's termination, (ii) has otherwise come into
the public domain without a breach by the Executive, under this
Agreement, or (iii) is required to be disclosed pursuant to applicable
Federal, state or local laws or judicial process. Upon request by the
Company, the Executive agrees to deliver promptly to the Company upon
termination of his employment, or at any time thereafter as the Company
may request, all Company memoranda, notes, records, reports, manuals,
drawings, designs, computer files in any media and other documents (and
all copies thereof) containing such Confidential Information and all
property of the Company or any of its subsidiaries or affiliates which
the Executive may then possess or have under his control.
(d) The Executive agrees that all processes, technologies and
inventions, including new contributions, improvements, formats,
packages, programs, systems, compositions of matter manufactured,
developments, applications and discoveries which are related in any
manner to the business (commercial or experimental) of the Company
during the term of the Executive's employment, whether patentable or
not, conceived, developed, invented or made by the Executive, or by the
Executive jointly with others during the term of his employment with
the Company, or by the Company or its affiliates or on their behalf
(collectively, "New Developments"), shall belong to the Company, and,
the Company shall have the sole right to all proceeds arising from or
related to such New Developments. The Executive shall further: (a)
promptly disclose such New Developments to the Company; (b) assign to
the Company, without additional compensation, all patent or othar
rights to such New Developments for the United States and foreign
countries; (c) sign all papers necessary to carry out the foregoing;
and (d) give testimony in support of his inventorship, all at the sole
cost and expense of the Company.
(e) If the Executive commits a material breach of any of the
provisions of this Section 7, the Company shall have the right and
remedy to have the provisions of this
8
<PAGE>
Agreement specifically enforced by any court of competent
jurisdiction, it being acknowledged and agreed to by the Executive
that any such breach will cause irreparable injury to the Company and
that money damages will not provide an adequate remedy to the Company.
Such rights and remedies shall be in addition to, and not in lieu of,
any other rights and remedies available to the Company at law or in
equity. The provisions of this Section 7 shall survive the expiration
or termination of this Agreement.
(f) Although the restrictions contained in this Section 7 are
considered to be fair and reasonable in the circumstances, it is
recognized that restrictions of the nature contained in this Section 7
may fail for technical reasons; accordingly, if any of such
restrictions sha11 be adjudged to be void or unenforceable for whatever
reason, but would be valid if part of the wording thereof were deleted,
or the period thereof reduced or the area dealt with thereby reduced in
scope, the restrictions contained in this Section 7 shall apply, at the
election of the Company, with such modifications as may be necessary to
make them valid, effective and enforceable, in the particular
jurisdiction in which such restrictions are adjudged to be void or
unenforceable.
8. MISCELLANEOUS.
(a) This Agreement or any rights or obligations hereunder may
not be assigned by any of the parties hereto without the prior written
consent of the other parties; provided, however, that this Agreement
shall inure to the bencfit of and be binding upon the successors and
assigns of the Company upon any sale of all or substantially all of the
Company's assets, or upon any merger or consolidation of the Company
with or into any other corporation, all as though such successors and
assigns of the Company and their respective successors and assigns were
the Company, as the case may be.
(b) This Agreement and the relationships of the parties in
connection with the subject matter of this Agreement shall be construed
and enforced according to the laws of the State of New York without
giving effect to the conflict of laws rules thereof.
(c) This Agreement contains the full and complete agreement
of the parties relating to the employment of the Executive hereunder
and supersedes all prior agreements, arrangements or understandings,
whether written or oral, relating thereto. Neither this Agreement, nor
any provision hereof, may be amended, modified, waived or supplemented
by written instrument signed by the parties hereto, and a written
waiver of any of the provisions shall be valid and effective only if
signed by each of the parties hereto and shall be valid and effective
only in the instance for which given.
(d) If any provision of this Agreement is held to be invalid
or enforceable by any judgment of a tribunal of competent jurisdiction,
the remainder of this Agreement shall not be affected by such judgment,
and this Agreement shall be carried out as near to its original terms
and intent as possible.
9
<PAGE>
(f) All notices, requests and demands given to or made upon
the respective parties hereto shall be deemed to have been received
five (5) business days after the date of mailing when mailed by
certified mail, postage prepaid, or one business day after the date of
delivery by a recognized overnight delivery service, or, upon receipt
of confirmation of transmission when sent by telecopier, addressed to
the parties at their addresses set forth below or to such other
addresses furnished by notice given in accordance with this subsection
(f): (a) if to the Company to Clean Room Products Holding Corporation,
1800 Ocean Avenue, Ronkonkoma, New York 11779, Telecopier No.: (516)
588-7863 Attention: Board of Directors, and (b) if to the Executive, at
his address set forth on the signature page hereof.
10
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
CLEAN ROOM PRODUCTS HOLDING CORPORATION
By: Charles A. Chenes
--------------------------------------
Naie: Charles A. Chenes
Title: President
Charles A. Chenes
--------------------------------------
Address: 3 Hunters Ct.
Setauket, NY 11733
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