UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
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 1-11057
------------------------------------------------------------------
COLONIAL DATA TECHNOLOGIES CORP.
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2763229
------------------ -------------------
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
80 Pickett District Road
New Milford, Connecticut 06776
-------------------------------
(Address of principal executive offices)
(Zip Code)
(860) 210-3000
----------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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
--- ---
The number of shares outstanding of the issuer's common stock, as of
April 30, 1996 was 15,386,505.
<PAGE>
COLONIAL DATA TECHNOLOGIES CORP.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets,
December 31, 1995 and March 31, 1996
Consolidated Condensed Statements of Earnings for
the three months ended March 31, 1995 and 1996
Consolidated Condensed Statement of Stockholders'
Equity for the three months ended March 31, 1996
Consolidated Condensed Statements of Cash Flows for
the three months ended March 31, 1995 and 1996
Notes to Consolidated Condensed Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
COLONIAL DATA TECHNOLOGIES CORP.
CONSOLIDATED CONDENSED BALANCE SHEETS
DECEMBER 31, 1995 AND MARCH 31, 1996
(In thousands, except share and per share amounts)
1995 1996
-------- -------
ASSETS (unaudited)
CURRENT ASSETS:
Cash and cash equivalents $15,873 $24,461
Short-term investments 15,759 10,962
Accounts receivable (net of allowances
of $332 in 1995 and $337 in 1996) 16,069 14,856
Inventories 26,512 27,226
Deferred income taxes and other 539 636
------- -------
Total current assets 74,752 78,141
PROPERTY AND EQUIPMENT, NET:
Leased product 3,541 2,787
Other 3,192 2,379
------- -------
Total property and equipment, net 6,733 5,166
OTHER ASSETS 4,920 4,977
------- -------
TOTAL ASSETS $86,405 $88,284
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ 5,837 $ 5,898
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $.01 per share,
authorized 20,000,000 shares, issued 15,432,484
and 15,450,285 shares in 1995 and 1996;
outstanding 15,417,484 and 15,386,505 shares
in 1995 and 1996 154 155
Additional paid-in capital 62,059 62,127
Retained earnings 18,601 21,352
Treasury stock, at cost, 15,000 shares in 1995
and 63,780 shares in 1996 (210) (1,210)
Cumulative translation adjustment (36) (38)
------- -------
Total stockholders' equity 80,568 82,386
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $86,405 $88,284
======= =======
See notes to consolidated condensed financial statements.
<PAGE>
COLONIAL DATA TECHNOLOGIES CORP.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
(In thousands, except per share amounts; unaudited)
1995 1996
------- -------
REVENUES:
Products $ 9,702 $14,522
Leases 4,793 3,945
Services 711 447
------- -------
Total revenues 15,206 18,914
COST OF SALES:
Products 6,699 9,791
Leases 1,921 1,646
Services 481 260
------- -------
Total cost of sales 9,101 11,697
------- -------
GROSS PROFIT 6,105 7,217
OPERATING EXPENSES:
General and administrative 1,032 1,554
Selling and marketing 957 1,474
Research and development 278 370
------- -------
Total operating expenses 2,267 3,398
------- -------
INCOME FROM OPERATIONS 3,838 3,819
OTHER INCOME, NET 186 690
------- -------
INCOME BEFORE INCOME TAXES 4,024 4,509
INCOME TAXES 1,610 1,758
------- -------
NET INCOME $ 2,414 $ 2,751
======= =======
WEIGHTED AVERAGE SHARES:
Primary 13,764 15,610
======= =======
Fully diluted 13,764 15,618
======= =======
PRIMARY AND FULLY DILUTED NET
INCOME PER SHARE $ 0.18 $ 0.18
======= =======
See notes to consolidated condensed financial statements.
<PAGE>
<TABLE>
COLONIAL DATA TECHNOLOGIES CORP.
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(In thousands; unaudited)
COMMON STOCK
--------------- ADDITIONAL CUMULATIVE
PAR PAID-IN RETAINED TREASURY TRANSLATION
SHARES VALUE CAPITAL EARNINGS STOCK ADJUSTMENT TOTAL
------- ------ ----------- --------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE,
DECEMBER 31,
1995 15,417 $ 154 $ 62,059 $ 18,601 $ (210) $ (36) $ 80,568
ISSUANCE OF
COMMON STOCK
DUE TO
EXERCISE OF
STOCK OPTIONS
AND WARRANTS
AND RELATED
INCOME TAX
BENEFIT 18 1 68 69
NET INCOME 2,751 2,751
TREASURY STOCK (48) (1,000) (1,000)
TRANSLATION
ADJUSTMENT (2) (2)
------ ----- ---------- -------- ------- ---------- -------
BALANCE
MARCH 31,
1996 15,387 $ 155 $ 62,127 $ 21,352 ($1,210) $ (38) $82,386
======= ====== ========== ========= ======== =========== =======
</TABLE>
See notes to consolidated condensed financial statements.
<PAGE>
COLONIAL DATA TECHNOLOGIES CORP.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
(In thousands; unaudited)
1995 1996
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,414 $ 2,751
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 972 950
Other noncash activities 18 (805)
Changes in assets and liabilities:
Accounts receivable (3,292) 1,208
Inventories (475) (209)
Other assets (218) (113)
Current liabilities 3,870 1,061
--------- --------
Net cash provided by operating activities 3,289 4,843
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net of dispositions (1,984) (121)
Net proceeds (purchase) of investments (5,945) 4,797
--------- --------
Net cash provided by (used in)
investing activities (7,929) 4,676
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 266 69
Payments on borrowings (2,000) (1,000)
--------- --------
Net cash used in financing activities (1,734) (931)
--------- --------
NET INCREASE (DECREASE) IN CASH (6,374) 8,588
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 14,013 15,873
--------- --------
CASH AND EQUIVALENTS AT END OF PERIOD $ 7,639 $24,461
========= ========
See notes to consolidated condensed financial statements.
<PAGE>
COLONIAL DATA TECHNOLOGIES CORP.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. They do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. However, except as disclosed herein, there has been no material
change in the information disclosed in the notes to consolidated financial
statements included in the Annual Report on Form 10-K of Colonial Data
Technologies Corp. (the "Company") for the year ended December 31, 1995. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 1996 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1996.
2. Sale of Asset
In March 1996, the board of directors approved the sale of an asset to an
officer and director of the Company for $1,250,000, paid by 48,780 shares of
the Company's common stock and cash.
3. Agreements with US Order, Inc.
On April 6, 1995, the Company entered into a stock exchange agreement with US
Order, Inc. ("US Order"), a strategic alliance partner. As part of the
agreement, the Company agreed to exchange $3,000,000 of the Company's
unregistered common stock on April 15, 1996 for $3,000,000 of US Order's
restricted common stock, subject to certain limitations. The Agreement was
modified on April 1, 1996 to change the date of the exchange from April 15,
1996 to July 15, 1996. All other provisions of the stock exchange agreement
continue in full force and effect. Each company's stock will be valued at
the average closing price of their respective common stock as reported on the
Nasdaq National Market, for each of the twenty trading days prior to July 10,
1996. Both companies will have certain "piggyback" registration rights and
rights of first refusal to each other's stock.
In March, 1996, the Company and US Order amended the Strategic Alliance
Agreement dated January 16, 1995 whereby the Company and US Order will
equally share the margin from the sale or lease of the first 30,000
production units of the Telesmart 4000 smart telephone. The margin from
these 30,000 units will be sales or lease price less the fully landed cost
and direct expense associated with the sale or lease of the units.
4. Subsequent Event
On April 30, 1996, the Company renewed its credit facility, increasing its
credit line to $5 million and letter of credit availability to $10 million.
The loan agreement is subject to renewal on April 30, 1998.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations - Three Months Ended March 31, 1996
Compared to Three Months Ended March 31, 1995
Revenues
Revenues for the first quarter of 1996 were $18,914,000 compared to
$15,206,000 for the same period in the prior year. Product revenues
increased 50% to $14,522,000 for the first quarter of 1996 from $9,702,000
for the first quarter of 1995. This growth resulted from the addition of new
customers, marketing and promotional campaigns conducted by telephone
operating companies ("telcos") and the Company and revenues from CDT Telecom,
Inc., the Company's small business product subsidiary. Also contributing to
the increase, to a lesser extent, were sales to the Company's direct
marketing joint venture, Worldwide Telecom Partners, Inc. Lease revenues
decreased to $3,945,000 for the first quarter of 1996 compared to $4,793,000
for the same period in the prior year due to a decline in the number of units
under lease by customers. Service revenues decreased 37% to $447,000 for the
first quarter of 1996 from $711,000 for the first quarter of 1995 primarily
due to the completion of certain repair contracts.
Cost of Sales
Cost of sales increased from $9,101,000 for the first quarter of 1995 to
$11,698,000 for the first quarter of 1996 due to costs associated with the
increase in product sales, offset in part by decreased lease, service and
support activity. Gross profit margin derived from product sales increased
from 31% for the first quarter of 1995 to 33% for the first quarter of 1996,
primarily as a result of changes in product mix in connection with promotional
activities undertaken by certain telco customers, the impact of certain
direct fulfillment programs and small business sales at higher margins. Gross
profit margin derived from Caller ID leasing decreased slightly from 60% for
the first quarter of 1995 to 58% for the first quarter of 1996. Gross profit
margins for services increased to 42% for the first quarter of 1996 from 32%
for the first quarter of 1995. The combined result of these factors was a
decrease in the overall gross margin from 40% for the first quarter of 1995
to 38% for the first quarter of 1996. The Company anticipates that gross
profit margins may fluctuate in the future due to changes in product mix, the
introduction of new products and maturation of the leasing program.
In March, 1996, the Company and US Order amended the Strategic Alliance
Agreement dated January 16, 1995 whereby the Company and US Order will
equally share the margin from the sale or lease of the first 30,000
production units of the Telesmart 4000 smart telephone. The margin from
these 30,000 units will be sales or lease price less the fully landed cost
and direct expense associated with the sale or lease of the units.
General and Administrative Expenses
General and administrative expenses increased 51% from $1,032,000 for the
first quarter of 1995 to $1,554,000 for the same period in 1996, and
increased from 7% to 8% of total revenues for the respective periods.
Employee related expenses increased due to an increase in personnel to
support higher business volume.
<PAGE>
Selling and Marketing Expenses
Selling and marketing expenses increased 54% from $957,000 for the first
quarter of 1995 to $1,474,000 for the same period in 1996, and increased from
6% to 8% of total revenues for the respective periods. The increase resulted
from an increase in personnel to support higher business volume, in addition
to higher commission and royalty expenses associated with higher Caller ID
revenues.
Research and Development Expenses
Research and development expenses increased 33% from $278,000 in the first
quarter of 1995 to $370,000 in the first quarter of 1996 primarily due to
services performed by the Company's principal manufacturer on a contract
basis, the hiring of additional personnel to support higher levels of new
product development activity and research and development activities related
to the introduction of certain new products and development of future
products.
Other Income, Net
Net other income was $690,000 for the first quarter of 1996 and consisted
primarily of investment income, including a gain on the sale of an asset,
compared to net other income of $186,000 for the first quarter of 1995.
Income Taxes
Income taxes were $1,758,000 for the first quarter of 1996 compared to
$1,610,000 for the first quarter of 1995. The effective income tax rate
decreased to 39% for the first quarter of 1996 from 40% for the same period
in the prior year, primarily due to the apportionment of taxable income to
states with lower tax rates.
Weighted Average Shares
The fully diluted weighted average shares increased to 15,618,000 for the
first quarter of 1996 compared to 13,764,000 for the first quarter of 1995.
The increase resulted primarily from shares issued in connection with a
secondary common stock offering of 1,645,000 shares in July 1995.
Liquidity and Capital Resources
During the first quarter of 1996, the Company's cash, cash equivalents and
short-term investments increased by $3,791,000 to $35,423,000. This increase
resulted primarily from cash provided by operations of $4,843,000 for the
quarter ended March 31, 1996, offset in part by payments of $1,000,000 on
short-term borrowings. The Company invests in financial instruments that are
diversified among high credit quality securities. These investments are
reported at cost, which approximates market value, as cash equivalents and
short-term investments and, if necessary, will be liquidated to meet future
cash requirements.
The Company's principal needs for cash are for investments in property and
equipment and to fund working capital, primarily related to inventories and
accounts receivable. To support the Company's growth, capital expenditures
for the quarter ended March 31, 1996 aggregated $1,371,000. The Company's
working capital increased from $68,915,000 at December 31, 1995 to
$72,243,000 at March 31, 1996. The Company funded an inventory increase of
$209,000 for the three months ended March 31, 1996 to ensure that units were
available for timely fulfillment of sales orders, including the purchase of
certain longer lead-time parts. Accounts receivable decreased by $1,208,000
for the three months ended March 31, 1996 as a result of the timing of
certain collections.
The Company maintains a $4 million line of credit under a revolving loan
agreement with a bank to meet short-term cash requirements and to fund
letters of credit in connection with commercial transactions. At March 31,
1996, $2 million of the line of credit was available to fund draw downs and
letters of credit. On April 30, 1996, the Company renewed its credit
facility, increasing its credit line to $5 million and letter of credit
availability to $10 million. The new agreement is subject to renewal on
April 30, 1998.
Stockholders' equity increased to $82,386,000 at March 31, 1996 from
$80,568,000 at December 31, 1995. This increase primarily resulted from
retained earnings of $2,751,000 for the three months ended March 31, 1996,
offset in part by the sale of an asset in exchange for the Company's common
stock.
In order to meet the Company's anticipated needs for cash during the
foreseeable future, including cash required to fund working capital,
expansion of customer service, sales and marketing operations, leasing
activity, infrastructure and systems, and new product development, the
Company will utilize existing cash, cash equivalents and short-term
investments, line of credit availability and cash provided by operations.
The above information includes forward-looking statements, the realization of
which may be impacted by the factors discussed below. The forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 (the "Act").
The following factors, among others, in some cases have affected, and in the
future could affect, the business, financial condition, liquidity, results of
operations or prospects, financial or otherwise, of the Company: the timing
of implementation and promotion of Caller ID service by telcos, the impact of
competitive products and pricing, product demand and market acceptance, new
product development, reliance on key strategic alliances, concentration of
customer base and resulting adverse effects from the loss of any one or more
of the Company's major customers, pace and significance of technological
advances, availability of raw materials, the telecommunications regulatory
environment, fluctuations in operating results, changes in general economic
conditions and other risks detailed in the Company's reports to the
Securities and Exchange Commission, which include the Company's Annual Report
on Form 10-K for the year ended December 31, 1995. The foregoing list of
factors should not be construed as exhaustive or as any admission regarding
the adequacy of disclosures made by the Company prior to the date hereof or
the effectiveness of said Act.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(i) Agreement, dated as of March 1, 1996 between the Registrant
and Robert J. Schock.
(ii) Financial Data Schedule
(b) The Company was not required to file a report on Form 8-K
during the quarter ended March 31, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COLONIAL DATA TECHNOLOGIES CORP.
Date: May 14, 1996 By: /s/ John N. Giamalis
----------------------------------
JOHN N. GIAMALIS
Vice President, Finance,
Treasurer, Chief Financial Officer
and Secretary
(Principal Accounting Officer)
(Duly Authorized Officer)
AGREEMENT
AGREEMENT dated as of the 1st day of March, 1996, by and between
Colonial Data Technologies Corp., a Delaware corporation, (the
"Company"), and Robert J. Schock (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Company's wholly-owned subsidiary CDT Services Corp.
("Subsidiary"), holds title to the assets described on Schedule A
attached hereto; and
WHEREAS, the Company and the Purchaser desire to enter into a
transaction whereby the Purchaser will acquire all of the capital stock
of Subsidiary for a purchase price consisting of 48,780 shares of the
common stock of the Company owned by Purchaser and $250,000 in cash.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings herein contained, and subject to the terms and conditions
set forth herein, the Shareholder and the Company agree as follows:
THE ACQUISITION
ACQUISITION OF SUBSIDIARY.
At the Closing (as hereinafter defined), the Company shall sell,
transfer, assign and deliver to the Shareholder, free and clear of all
liens, claims, and encumbrances thereon, 100% of the issued and
outstanding shares of capital stock of the Subsidiary and the Shareholder
shall transfer and pay to the Company, 48,780 shares of Common Stock of
the Company, par value $.01 per share, owned of record or beneficially by
the Purchaser (the "Shares") and $250,000 in cash (collectively, the
"Purchase Consideration").
CLOSING. The closing of the transaction described in Section
1.1(a) above (the "Closing") shall occur on the first business day
following the satisfaction of the conditions to closing set forth in
Section 5 hereof (the "Closing Date") at the offices of the Company.
VALUATION OF SHARES TRANSFERRED. The value of the Shares to be
transferred to the Company by the Purchaser as part of the Purchase
Consideration shall be equal to $20.50 per share.
DELIVERIES
A. DELIVERIES BY THE PURCHASER. At the Closing, the Purchaser shall
deliver to the Company, or cause to be delivered to the Company, the
following instruments and documents.
a certificate or certificates representing the Shares registered in
the name of the Purchaser duly endorsed by the Purchaser for transfer to
the Company, and accompanied by such instruments of transfer or
assignment as may be necessary to effect the transfer of such Shares to
the Company;
$250,000 in cash by check or wire transfer; and
such other documents as the Company may reasonably request in order
to effectuate the terms of this Agreement.
B. DELIVERIES BY THE COMPANY. At the Closing, the Company shall
deliver to the Purchaser or cause to be delivered to the Purchaser the
following instruments and documents:
the capital stock of the Subsidiary as provided in Section 1.1
hereof; and
such other documents as the Purchaser may reasonably request in
order to effectuate the terms of this Agreement.
FURTHER ASSURANCES. From time to time, at the Company's request,
without further consideration, the Purchaser will execute and deliver
such further instruments of conveyance, transfer and assignment and take
such other actions as the Company reasonably may require of the Purchaser
to assign more effectively, convey and transfer the Shares to the
Company, as contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Company as follows:
OWNERSHIP OF SHARES. The Purchaser is the lawful record and
beneficial owner of the Shares, and the Purchaser owns the Shares free
and clear of all liens, claims, encumbrances and restrictions of every
kind. There are no options, warrants, calls, contracts, commitments,
convertible securities or other agreements or arrangements of any
character or nature whatever under which the Purchaser is or may become
obligated to assign, transfer or encumber any of the Shares.
AUTHORITY. The Purchaser has the right and authority to enter into
this Agreement and to perform the obligations to be performed by him
hereunder, and this Agreement is valid and binding upon the Purchaser and
enforceable in accordance with its terms. The execution and delivery of
this Agreement by the Purchaser does not and the consummation of the
transactions contemplated hereby and the performance by the Purchaser of
the provisions of this Agreement will not violate any order, arbitration
award, judgment or decree to which the Purchaser is bound, or any
provisions of, or result in the acceleration of any obligation under, any
agreement or instrument to which the Purchaser is party or by which the
Purchaser is bound, and no such agreement or instrument will affect the
validity of the transfer of the Shares hereunder or the ability of the
Purchaser to perform his obligations under this Agreement.
REVIEW OF INFORMATION. The Purchaser has been a shareholder of the
Company for a substantial period of time and is familiar with its
business and financial condition. The Purchaser has also conducted such
investigations as the Purchaser desired to make with respect to the
Company. The Purchaser is not relying upon any representation, warranty
or information made or provided by the Company as to its business or
financial condition in connection with his agreement to sell the Shares
to the Company.
REPRESENTATIONS AND WARRANTIES BY THE COMPANY
The Company represents and warrants to the Purchaser as follows:
ORGANIZATION AND STANDING OF THE COMPANY. The Company is a
corporation validly existing and in good standing under the laws of the
State of Delaware.
AUTHORITY. The execution, delivery and performance of this
Agreement has been duly and validly authorized by the Company, and no
further corporate action by the Company is or shall be required for such
execution, delivery or performance. This Agreement has been duly and
validly executed and delivered by the Company. This Agreement
constitutes the valid and legally binding obligation of the Company,
enforceable in accordance with its terms, and neither the execution of
this Agreement nor the performance thereof by the Company will violate
the certificate of incorporation or by-laws of the Company, or any order,
arbitration award, judgment or decree to which the Company is bound, or
any provisions of, or result in the acceleration of any obligation under,
any agreement or instrument to which the Company is a party or by which
the Company is bound.
CONDITIONS TO CLOSING
CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligations of the
Company to consummate the transactions contemplated herein shall be
subject to satisfaction of the following conditions:
the representations and warranties of Purchaser herein shall be
true and correct in all material respects at and as of the Closing Date;
and
the Purchaser shall have delivered the items to be delivered
pursuant to Section 2.1 hereof.
CONDITIONS TO OBLIGATIONS OF THE PURCHASER. The obligations of the
Purchaser to consummate the transactions contemplated herein shall be
subject to satisfaction of the following conditions:
the representations and warranties of the Company herein shall be
true and correct in all material respects at and as of the Closing Date;
and
the Company shall have delivered the items to be delivered pursuant
to Section 2.2 hereof.
MISCELLANEOUS
SUCCESSION. This Agreement shall inure to the benefit of and be
binding on and enforceable against the parties hereto and their
respective successors and assigns.
GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut and no provision
hereof may be amended or waived except by a writing signed by the parties
hereto.
CAPTIONS. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience and in no way
define, limit or construe the scope and intent of such sections nor in
any way affect the interpretation of this Agreement.
ENTIRE AGREEMENT. All understandings and agreements heretofore had
between the Purchaser and the Company (or any officer, director or
shareholder of the Company) or their respective agents or representatives
with respect to this transaction are merged in this Agreement. This
Agreement supersedes any prior oral or written agreement among any of the
parties, and it is acknowledged by the parties that there are no other
agreements or understandings, written or oral, between the parties (or
between the Purchaser and any officer, director or shareholder of the
Company).
COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, and together shall constitute
one and the same instrument.
ASSIGNMENT. This Agreement shall not be assigned by either party
hereto without the prior written consent of the other party hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
COLONIAL DATA TECHNOLOGIES CORP.
By: /s/ JOHN N. GIAMALIS
-------------------------------
Name: John N. Giamalis
Title: Chief Financial Officer
/s/ ROBERT J. SCHOCK
-------------------------------
Name: Robert J. Schock
<TABLE> <S> <C>
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<CIK> 0000811243
<NAME> COLONIAL DATA TECHNOLOGIES CORP.
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
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0
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<OTHER-SE> 82,231
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<NET-INCOME> 2,751
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
