================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2000
COMMISSION FILE NUMBER 0-15885
NATIONAL DATACOMPUTER, INC.
----------------------------------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 04-2942832
-------- ----------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION #)
INCORPORATION OR ORGANIZATION)
900 Middlesex Turnpike, Bldg. 5
Billerica, Ma. 01821
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (978)663-7677
---------------------------------------------
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Securities and Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
report(s), and (2) has been subject to such filing requirements for the past
ninety (90) days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 9, 2000.
COMMON STOCK, $0.08 PAR VALUE 4,675,391
----------------------------- ------------------
(Title of each class) (number of shares)
================================================================================
<PAGE>
NATIONAL DATACOMPUTER, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page No.
--------
ITEM 1. FINANCIAL STATEMENTS:
Balance Sheets as of June 30, 2000 (unaudited) and
December 31, 1999.............................................3
Statements of Operations for the three and six months
ended June 30, 2000 and June 30, 1999 (unaudited).............4
Statement of Stockholders' Equity for the six months
ended June 30, 2000 (unaudited)...............................5
Statements of Cash Flows for the six months ended
June 30, 2000 and June 30, 1999 (unaudited)...................6
Notes to Financial Statements.................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS..........................................9
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.................................................11
ITEM 2. Changes in Securities.............................................12
ITEM 3. Defaults upon Senior Securities...................................12
ITEM 4. Submissions of Matters to a Vote of Security Holder...............12
ITEM 5. Other Information.................................................12
ITEM 6. Exhibits and Reports on Form 8-K..................................12
SIGNATURES.................................................................13
2
<PAGE>
NATIONAL DATACOMPUTER, INC.
BALANCE SHEETS
<TABLE><CAPTION>
----------------------------------------------------------------------------------
June 30, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
Assets
------
Current Assets:
Cash and cash equivalents $ 958,815 $ 664,917
Accounts receivable, net of allowance for
doubtful accounts 970,062 1,116,509
Inventories 1,306,792 1,322,153
Other current assets 41,701 8,328
------------ ------------
Total current assets 3,277,370 3,111,907
Fixed assets, net 162,802 148,658
------------ ------------
$ 3,440,172 $ 3,260,565
============ ============
Liabilities and stockholders' equity
------------------------------------
Current Liabilities:
Current obligations under capital lease $ 22,679 $ 28,134
Accounts payable 201,188 273,364
Accrued payroll and related taxes 84,092 89,134
Accrued expenses - other 133,338 156,968
Deferred revenues, current portion 631,351 503,356
------------ ------------
Total current liabilities 1,072,648 1,050,956
Obligations under capital lease 32,352 --
Deferred revenues -- 41,307
------------ ------------
1,105,000 1,092,263
------------ ------------
Stockholders' equity
Preferred stock, Series A convertible
$0.001 par value; 20 shares authorized;
0 shares issued and outstanding at
June 30, 2000 and December 31, 1999 -- --
Preferred stock, Series B convertible
$0.001 par value; 4,200 shares authorized;
2,400 and 4,200 issued and outstanding
at June 30, 2000 and December 31, 1999
respectively (liquidating preference of
$2,400,000 and $4,200,000 respectively) 2,105,832 3,685,206
Preferred stock, Series C convertible
$0.001 par value; 900 shares authorized,
issued and outstanding (liquidating
preference of $900,000) 834,370 834,370
Preferred stock, Series D convertible
$0.001 par value; 350 shares authorized,
issued and outstanding (liquidating
preference $350,000) 324,639 324,639
Preferred stock, Series E convertible
$0.001 par value; 500 shares authorized,
issued and outstanding (liquidating
preference $500,000) 273,880 273,880
Preferred stock, Series F convertible
$0.001 par value; 175 shares authorized,
issued and outstanding (liquidating
preference $175,000) 175,000 175,000
Common stock, $0.08 par value; 30,000,000
shares authorized; 4,675,389 and 3,540,477
shares issued and outstanding at June 30,
2000 and December 31, 1999, respectively 374,030 283,237
Capital in excess of par value 12,945,650 11,291,814
Accumulated deficit (14,333,787) (14,319,402)
Unamortized stock compensation (13,173) (29,173)
Notes receivable - employees (351,269) (351,269)
------------ ------------
Total stockholders' equity 2,335,172 2,168,302
------------ ------------
$ 3,440,172 $ 3,260,565
============ ============
</TABLE>
The accompanying notes are an integral part
of these unaudited intertim financial statements.
3
<PAGE>
NATIONAL DATACOMPUTER, INC.
STATEMENTS OF OPERATIONS
<TABLE><CAPTION>
--------------------------------------------------------------------------------------------------
Second Fiscal Quarter Six Months
Ended Ended
-------------------------- --------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Net product revenue $ 784,790 $ 812,616 $ 1,681,286 $ 1,474,646
Service and other revenue 388,575 425,351 751,782 818,019
----------- ----------- ----------- -----------
1,173,365 1,237,967 2,433,068 2,292,665
Cost of sales and services 517,379 572,404 1,136,630 1,173,450
----------- ----------- ----------- -----------
655,986 665,563 1,296,438 1,119,215
----------- ----------- ----------- -----------
Operating expenses:
Research and development 158,772 240,386 332,440 483,291
Selling, general and administrative 452,802 381,270 817,628 789,229
----------- ----------- ----------- -----------
611,574 621,656 1,150,068 1,272,520
----------- ----------- ----------- -----------
Income (loss) from operations 44,412 43,907 146,370 (153,305)
Other income (expense):
Interest income 4,508 -- 7,894 --
Interest expense (2,337) (2,569) (3,394) (4,983)
----------- ----------- ----------- -----------
Net income (loss) $ 46,583 $ 41,338 $ 150,870 $ (158,288)
=========== =========== =========== ===========
Calculation of net loss per common share and dilutive share equivalents:
Net income (loss) $ 46,583 $ 41,338 $ 150,870 $ (158,288)
Preferred stock preferences (69,375) (124,125) (165,255) (247,375)
----------- ----------- ----------- -----------
Net loss attributable to common
shareholders $ (22,792) $ (82,787) $ (14,385) $ (405,663)
=========== =========== =========== ===========
Basic and diluted net loss per share $ (0.01) $ (0.03) $ (0.00) $ (0.17)
=========== =========== =========== ===========
Weighted average shares 4,469,030 2,534,046 4,383,188 2,404,745
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part
of these unaudited interim financial statements
4
<PAGE>
NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE><CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Series B Preferred Stock Series C Preferred Stock Series D
---------------------------- ---------------------------- ----------------------------
Net issuance Net issuance Net issuance
Shares price Shares price Shares price
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 4,200 $ 3,685,206 900 $ 834,370 350 $ 324,639
Net income
Conversion of preferred stock (1,800) (1,579,374)
Interest on preferred stock
Issuance of common stock in
satisfaction of accrued interest
Amortization of stock compensation
------------ ------------ ------------ ------------ ------------ ------------
Balance at March 31, 2000 2,400 $ 2,105,832 900 $ 834,370 350 $ 324,639
============ ============ ============ ============ ============ ============
Net income
Issuance of preferred stock
Interest on preferred stock
Issuance of common stock in
satisfaction of accrued interest
Amortization of stock compensation
------------ ------------ ------------ ------------ ------------ ------------
Balance at June 30, 2000 2,400 $ 2,105,832 900 $ 834,370 350 $ 324,639
============ ============ ============ ============ ============ ============
Preferred Stock Series E Preferred Stock Series F Common Stock
-------------------------- -------------------------- ----------------------------------------
Capital in
Net issuance Net issuance Par excess
Shares price Shares price Shares value of par value
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 500 $ 273,880 175 $ 175,000 3,540,477 $ 283,237 $ 11,291,814
Net income
Conversion of preferred stock 656,934 52,555 1,526,819
Interest on preferred stock
Issuance of common stock in
satisfaction of accrued interest 182,055 14,564 81,316
Amortization of stock compensation
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance at March 31, 2000 500 $ 273,880 175 $ 175,000 4,379,466 $ 350,356 $ 12,899,949
============ ============ ============ ============ ============ ============ ============
Net income
Issuance of preferred stock
Interest on preferred stock
Issuance of common stock in
satisfaction of accrued interest 295,923 23,674 45,701
Amortization of stock compensation
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance at June 30, 2000 500 $ 273,880 175 $ 175,000 4,675,389 $ 374,030 $ 12,945,650
============ ============ ============ ============ ============ ============ ============
Notes Unamortized Total
receivable stock Accumulated stockholders'
empolyees compensation deficit equity
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 ($ 351,269) ($ 29,173) ($14,319,402) $ 2,168,302
Net income 104,287 $ 104,287
Conversion of preferred stock
Interest on preferred stock (95,880) ($ 95,880)
Issuance of common stock in
satisfaction of accrued interest $ 95,880
Amortization of stock compensation 8,000 $ 8,000
------------ ------------ ------------ ------------
Balance at March 31, 2000 ($ 351,269) ($ 21,173) ($14,310,995) $ 2,280,589
============ ============ ============ ============
Net income 46,583 $ 46,583
Issuance of preferred stock
Interest on preferred stock (69,375) ($ 69,375)
Issuance of common stock in
satisfaction of accrued interest $ 69,375
Amortization of stock compensation 8,000 $ 8,000
------------ ------------ ------------ ------------
Balance at June 30, 2000 ($ 351,269) ($ 13,173) ($14,333,787) $ 2,335,172
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part
of these unaudited interim financial statements
5
<PAGE>
NATIONAL DATACOMPUTER, INC.
STATEMENTS OF CASH FLOWS
<TABLE><CAPTION>
--------------------------------------------------------------------------------------------------
Six Months Ended
----------------------------
June 30, 2000 June 30, 1999
------------- -------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 150,870 $ (158,288)
Adjustments to reconcile net income (loss) to net
cash provided by (used for)+C28 operating activities:
Depreciation 36,570 40,228
Amortization of stock compensation 16,000 16,000
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 146,447 (113,758)
Decrease in inventories 15,361 4,061
Increase in other current assets (33,373) (8,567)
(Decrease) increase in accounts payable (72,176) 18,041
Decrease in accrued expenses
and deferred compensation (28,672) (107,602)
Increase in deferred revenues 86,688 57,649
----------- -----------
Net cash provided by (used for) operating activities 317,715 (252,236)
----------- -----------
Cash flows from investing activities:
Purchases of fixed assets (33,420) (10,777)
----------- -----------
Net cash used for investing activities (5,254) (10,777)
----------- -----------
Cash flows from financing activities:
Payment of interest on preferred stock -- (4,375)
Acquisition of (principal payments on) obligations
under capital lease 9,603 (23,291)
----------- -----------
Net cash used for financing activities (18,563) (27,666)
----------- -----------
Net increase (decrease) in cash and cash equivalents 293,898 (290,679)
Cash and cash equivalents at beginning of year 664,917 491,174
----------- -----------
Cash and cash equivalents at end of period $ 958,815 $ 200,495
=========== ===========
Supplemental Cash Flow Information:
Cash paid for interest $ 3,394 $ 14,867
Non cash investing and financing activities:
Accrued interest on preferred stock charged to
accumulated deficit 165,255 209,875
Common stock issued in satisfaction of interest on
preferred stock 165,255 205,500
Purchase of property and equipment under capital lease 47,759 --
Issuance of common stock upon conversion of preferred stock 1,579,374 --
</TABLE>
The accompanying notes are an integral part
of these unaudited interim financial statements.
6
<PAGE>
NATIONAL DATACOMPUTER, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION
National Datacomputer, Inc. (the "Company") designs, manufactures,
sells and services computerized systems used to automate the collection,
processing and communication of information related to product sales,
distribution, and inventory control. The Company's product and services
include data communications networks, application-specific software,
hand-held computers and related peripherals, associated training and
support services.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited financial statements, which are for interim
periods, do not include all disclosures provided in the annual financial
statements. These unaudited financial statements should be read in
conjunction with the financial statements and the footnotes thereto
contained in the Annual Report on Form 10-KSB for the year ended December
31, 1999 of National Datacomputer, Inc., as filed with the Securities and
Exchange Commission.
The balance sheet date as of December 31, 1999, is derived from the
audited financial statements presented in the Company's Annual Report on
Form 10-KSB for the year then ended.
INTERIM PERIODS
In the opinion of the Company, the accompanying unaudited interim
financial statements contain all adjustments (which are of a normal and
recurring nature) necessary for a fair presentation of the financial
statements. The results of operations for the six months ended June 30,
2000 are not necessarily indicative of the results to be expected for the
full year.
REVENUE RECOGNITION
The Company recognizes revenues for products upon shipment at the time
of delivery to the customer, provided that the Company has no remaining
significant service obligations that are essential to the functionality of
the product delivered, collectibility is considered probable, and the fees
are fixed and determinable.
Revenue from installation and training is recognized upon completion of
the project. Service revenue is recognized ratably over the contractual
periods.
7
<PAGE>
LOSS PER SHARE
Net income (loss) per share is computed under SFAS No. 128, "Earnings
Per Share." Basic net income (loss) per share is computed by dividing net
income (loss), after deducting certain amounts associated with the
Company's preferred stock, by the weighted average number of common shares
outstanding for the period. Diluted net income (loss) per share is
computed using the weighted average number of common shares outstanding
and gives effect to all dilutive common share equivalents outstanding
during the period.
Interest payable to preferred stockholders, the fair value of
inducements to convert preferred stock into common stock, and any
discounts implicit in the conversion terms upon issuance of preferred
stock are subtracted from the net income (loss) to determine the amount of
net income (loss) attributable to common stockholders
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles accepted in the United States requires
management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingencies at the
date of the financial statements, and the reported results of operations
during the reporting period. Actual results could differ from these
estimates.
3. INVENTORIES
Inventories consist of the following:
JUNE 30, DECEMBER 31,
2000 1999
---------- ----------
Raw material $ 654,114 $ 701,198
Work-in-process 351,509 163,930
Finished goods 301,169 457,025
---------- ----------
Total $1,306,792 $1,322,153
========== ==========
Inventories are stated at the lower of cost (first-in, first-out) or
market.
8
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS.
The following discussion and analysis should be read in conjunction
with the financial statements and notes thereto appearing elsewhere
herein.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED
JUNE 30, 1999.
Total revenues in the second quarter of fiscal year 2000 were
$1,173,365 compared to $1,237,967 in the prior comparable quarter, a
decrease of 5%. The decrease in revenue was attributable to a decrease in
sales of units of the Company's ICAL Model 100R ("ICAL"), which
experienced a decrease of 44%.
The Company has been selling the ICAL to the inventory audit market for
the past 20 years, and as stated in previous 10-KSB, the Company expects
the sales of ICAL units to diminish due to the current trends of
increasing processing power, which has prompted some ICAL's customers to
migrate to more advanced products supplied by the Company.
The ICAL is sold principally to repeat customers of the Company who
wish to continue to use their installed base of ICAL devices. The Company
intends to continue to support the ICAL product line to protect its
customers' investment, however the Company devotes relatively few
resources to generate additional sales of ICAL units above those demanded
by past customers.
Cost of sales and services, as a percentage of net revenues, decreased
in the second quarter of fiscal 2000 to 44% from 46% in the second quarter
of the prior fiscal year. The improved gross margin resulted from ongoing
cost-control measures in production and the mix of product sales.
Research and development expenses as a percentage of net revenue for
the second quarter of fiscal 2000 decreased to 14% from 19% in the second
quarter of the prior fiscal year. Actual research and development spending
decreased by 34% in absolute dollars to $158,772 in the second quarter of
fiscal 2000, from $240,386 for the same period in 1999. As previously
stated in the Company's 10-KSB for the year ended December 31, 1999, the
decrease in expenditures reflects the Company's plan to concentrate on
allocating a higher percentage of its product development effort to
enhance and refine existing hardware and software products.
Selling, general and administrative expenses as a percentage of net
revenues for the second quarter of fiscal 2000 increased to 39% from 31%
in the second quarter of the prior fiscal year. Actual selling, general
and administrative spending increased by 19% in absolute dollars to
$452,802 in the second quarter of fiscal 2000, from $381,270 for the same
period in 1999. The higher level of costs resulted primarily from an
increase in travel expenses, legal and audit fees, combined with an
increase in sales commissions and advertising.
9
<PAGE>
The Company's operating income was $44,412 for the second quarter of
fiscal 2000, compared to an operating income of $43,907 in the second
quarter of the prior fiscal year. The increased income was primarily
attributable to the decrease in the operating expenses as discussed above.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999.
The Company's total revenues for the six months ended June 30, 2000
were $2,433,068 which represents a 6% increase from total revenue of
$2,292,665 for the same period of the prior fiscal year. The increase in
revenue was attributable to an increase in sales of units of the Company's
Datacomputers, which showed an increase of 38%. The increase was offset by
a decrease in sales of units of the Company's ICAL Model 100R, which
experienced a decrease of 65%.
The Company has been selling the ICAL to the inventory audit market for
the past 20 years, and as stated in previous 10-KSB, the Company expects
the sales of ICAL units to diminish due to the current trends of
increasing processing power, which has prompted some ICAL's customers to
migrate to more advanced products supplied by the Company.
The ICAL is sold principally to repeat customers of the Company who
wish to continue to use their installed base of ICAL devices. The Company
intends to continue to support the ICAL product line to protect its
customers' investment, however the Company devotes relatively few
resources to generate additional sales of ICAL units above those demanded
by past customers.
Cost of sales and services, as a percentage of net revenues for the six
months ended June 30, 2000 was 47% as compared to 51% for the same period
of the prior fiscal year. The improved gross margin resulted from ongoing
cost-control measures in production and the mix of product sales.
Research and development expenses as a percentage of net revenues for
the six months ended June 30, 2000 decreased to 14% from 21% for the same
period in the prior fiscal year. Actual research and development spending
decreased by 31% in absolute dollars to $332,440 in the six months ended
June 30, 2000 from $483,291 for the same period in the prior fiscal year.
As previously stated in the Company's 10-KSB for the year ended December
31, 1999, the decrease in expenditures reflects the Company's plan to
concentrate on allocating a higher percentage of its product development
effort to enhance and refine existing hardware and software products.
Selling, general and administrative expenses as a percentage of net
revenues were 34% for both the six months ended June 30, 2000 and June 30,
1999. Actual selling, general and administrative spending increased by 4%
in absolute dollars to $817,628 in the six months ended June 30, 2000 from
$789,229 for the same period in the prior fiscal year. The higher level of
costs resulted primarily from an increase in travel expenses, professional
and audit fees, combined with an increase in sales commissions.
10
<PAGE>
The Company's operating income was $146,370 for the six months ended
June 30, 2000, compared to an operating loss of $153,305 for the same
period in the prior fiscal year. The increased income was primarily
attributable to the increased sales combined with improved margin and a
decrease in research and development expenses as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of fiscal 2000, the Company had net cash
provided by operating activities of $317,715, as compared to net cash used
for operating activities of $252,236 in the first six months of fiscal
1999. During the first six months of fiscal 2000 and fiscal 1999, net cash
used for investing activities was $33,420 and $10,777, respectively. In
the first six months of fiscal 2000 the Company had net cash provided by
financing activities related to capital leases of $9,603, compared to net
cash used for financing activities of $23,291 in the first six months of
fiscal 1999.
In the first six months of fiscal 2000, the Company incurred interest
of $165,255 on its Series B, C, D and F Convertible Preferred Stock as
compared to $209,875 with respect to the Series B, C and D Convertible
Preferred Stock in the first six months of fiscal 1999. In the first six
months of fiscal 2000, the Company also issued Common Stock valued at
$165,255 in satisfaction of interest due on Series B, C, D and F
Convertible Preferred Stock, as compared to $205,500 with respect to the
Series B, C and D in the first six months of fiscal 1999.
At June 30, 2000, the Company had cash of $958,815 and a current ratio
of 3.1:1. The cash balance at December 31, 1999 was $664,917. The Company
anticipates that available cash, together with cash flow from anticipated
operations, will be sufficient to meet its working capital needs for the
remainder of fiscal 2000. However, unanticipated adverse results of
operations could impact anticipated cash flows and, as a result, there can
be no assurance that the Company will not be required to raise additional
capital or that the Company will be able to raise additional capital on
favorable terms, if at all.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As reported in the Company's 10-QSB for the Fiscal quarter ended March
31, 2000, the Company filed a complaint in Middlesex Superior Court for
the Commonwealth of Massachusetts against Infos International, Inc. and
Infos Group, Inc. (the "Defendants"). The Defendants have filed
counterclaims. The action is currently in discovery.
11
<PAGE>
ITEM 2. CHANGES IN SECURITIES
On April 17, 2000, the Company issued an aggregate of 182,052 shares of
its Common Stock, par value $.08 per share (the "Shares"), to RBB Bank AG
("RBB Bank") in satisfaction of an aggregate interest payment due to RBB
of $96,175, which interest was due pursuant to the terms of the Company's
Series B, C, D, E and F Convertible Preferred Stock that are currently
issued, outstanding and held by RBB. There were no underwriting discounts
or commissions. The Company relied upon Section 4(2) of the Securities Act
of 1933, as amended, because the transaction did not involve any public
offering by the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 1, 2000, the Company filed a Definitive Information Statement on
Schedule 14C with the Securities and Exchange Commission in connection
with the prior approval by the Company's board of directors and the
written consent of the shareholders of the Company owning a majority of
the Company's outstanding voting securities on April 27, 2000, to amend
the Company's Certificate of Incorporation. The Amendment to the
Certificate of Incorporation, filed with the Secretary of State of the
State of Delaware on May 22, 2000, increases the Company's authorized
number of shares of Common Stock, $.08 par value per share, from 5,000,000
shares to 30,000,000 shares.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(3) Certificate of Amendment of Certificate of Incorporation to
increase the number of authorized shares.
(22) Information Statement dated April 27, 2000 (previously
filed with the Commission on Schedule 14C on May 1, 2000
and incorporated herein by reference).
(11) Statement Re: Computation of Per Share Earnings (Loss).
(27) Financial Data Schedule.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL DATACOMPUTER, INC.
August 10, 2000 /s/ Malcolm M. Bibby
--------------------------------
Malcolm M. Bibby
President
August 10, 2000 /s/ Gerald S. Eilberg
--------------------------------
Gerald S. Eilberg
Vice President, Finance and Administration
Chief Financial Officer
13
