FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 1995
_____________________________
Commission File Number 0-16251
GALAXY FOODS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 25-1391475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2441 Viscount Row
Orlando, Florida 32809
(Address of principal executive offices) (Zip Code)
(407) 855-5500
(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
On August 8, 1995, there were 35,000,979 shares of Common
Stock $.01 par value per share, outstanding.
<PAGE>
GALAXY FOODS COMPANY
Index to Form 10-QSB
For Quarter Ended June 30, 1995
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Stockholders' Equity 5-6
Statements of Cash Flows 7-8
Notes to Financial Statements 9-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
2
<PAGE>
PART I. FINANCIAL INFORMATION
GALAXY FOODS COMPANY
Balance Sheets
ASSETS
JUNE 30, MARCH 31,
1995 1995
(unaudited)
CURRENT ASSETS:
Cash and equivalents $3,814,856 $ 16,205
Trade receivables, net 324,931 120,176
Inventories 477,603 528,396
Prepaid expenses 286,238 296,262
Total current assets 4,903,628 961,039
PROPERTY AND EQUIPMENT:
Leasehold improvements 2,524,889 2,586,528
Machinery and equipment 2,416,275 2,231,461
Delivery equipment and autos 57,208 226,539
Equipment under capital leases 212,301 306,245
Total 5,210,673 5,350,773
Less accumulated depreciation and
amortization (922,325) (1,023,347)
Property and equipment-net 4,288,348 4,327,426
OTHER ASSETS
Other Assets 100,454 496,696
Equipment not yet placed in service 1,066,047 164,800
Total other assets 1,166,501 661,496
TOTAL $10,358,477 $5,949,961
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable-trade $ 245,217 $ 739,601
Other accrued liabilities 262,060 318,895
Dividends payable 69,801 ---
Current portion of notes payable 63,451 63,451
Current portion of cap. leases 59,302 67,331
Notes payable to stockholder --- 2,697,388
Total current liabilities 699,831 3,886,666
LONG-TERM DEBT, LESS CURRENT PORTION:
Obligations under capital leases 78,260 94,134
Total liabilities 778,091 3,980,800
STOCKHOLDERS' EQUITY:
Preferred stock 3,538 ---
Common stock 178,649 140,248
Additional paid-in capital 23,601,561 15,530,314
Accumulated deficit (13,003,362) (12,501,401)
10,780,386 3,169,161
Less: Note receivable arising from
exercise of stock options 1,200,000 1,200,000
Total stockholders' equity 9,580,386 1,969,161
TOTAL $10,358,477 $5,949,961
See accompanying notes to financial statements.
3
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GALAXY FOODS COMPANY
Statements of Operations
THREE MONTHS ENDED
JUNE 30, (unaudited)
1995 1994
NET SALES $ 757,579 $1,924,429
COSTS AND EXPENSES:
Cost of goods sold 702,144 1,630,236
Gross Profit 55,435 294,193
Selling 192,570 312,867
Delivery, net 19,684 148,866
General and administrative 259,927 250,643
Research and development 29,423 41,628
Total 501,604 754,004
OPERATING INCOME (LOSS) (446,169) (459,811)
OTHER INCOME (EXPENSES):
Interest expense (20,372) (105,143)
Interest income 10,694 2,425
Other income 23,687 1,199
Total 14,009 (101,519)
NET LOSS $ (432,160) $ (561,330)
LOSS PER COMMON SHARE: $ (.03) $ (.07)
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING 15,986,126 7,859,175
See accompanying notes to financial statements.
4
<PAGE>
GALAXY FOODS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Common Stock Preferred Stock Additional Retained
Par Par Paid-In Earnings
Shares Value Shares Value Capital (Deficit)
Balance at
March 31, 1994 7,770,317 77,703 -- -- 9,836,310 (7,487,823)
Issuance of common stock
Regulation S and private
offerings 2,220,000 22,200 -- -- 2,045,797 --
Issuance of common stock
in payment of lock-up
agreements 212,125 2,121 -- -- 564,632 --
Issuance of common stock
in payment of consulting
fees 412,180 4,122 -- -- 793,142 --
Issuance of common stock
as compensation 25,209 252 -- -- 39,934 --
Exercise of warrants 890,095 8,901 -- -- 986,846 --
Exercise of options 2,494,900 24,949 -- -- 1,181,361 --
Issuance of common stock
warrants in payment of
consulting fees -- -- -- -- 75,000 --
Issuance of common stock
options as compensation -- -- -- -- 7,292 --
Net Loss -- -- -- -- -- (5,013,578)
Balance at
March 31, 1995
14,024,826 $ 140,248 -- -- $15,530,314 $(12,501,401)
Exercise of options 1,000 10 -- -- 490 --
Legal fees related to
offering -- -- -- -- (510,860) --
Regulation S offering 3,470,372 34,704 -- -- 2,297,991 --
5
<PAGE>
GALAXY FOODS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(Continuation)
Common Stock Preferred Stock Additional Retained
Par Par Paid-In Earnings
Shares Value Shares Value Capital (Deficit)
Adjustment shares 368,686 3,687 -- -- (3,687) --
NASD fee listing -- -- -- -- (21,000) --
Reg S - Convertible
offering -- -- 353,755 3,538 6,308,313 --
Dividends Payable -- -- -- -- -- (69,801)
Net Loss -- -- -- -- -- (432,160)
Balance at
June
30, 1995 17,864,884 $ 178,649 353,755 $ 3,538$ 23,601,561 $(13,003,362)
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
GALAXY FOODS COMPANY
Statements of Cash Flows
THREE MONTHS ENDED
JUNE 30, (unaudited)
1995 1994
CASH FLOWS USED IN
OPERATING ACTIVITIES:
Cash received from customers $ 552,824 $1,893,245
Cash paid to suppliers and employees (1,544,023) (2,495,397)
Interest paid, net of amount
capitalized (20,372) (105,143)
Interest received 10,694 2,425
Miscellaneous cash received 23,687 1,200
NET CASH USED IN
OPERATING ACTIVITIES (977,190) (703,670)
CASH FLOWS USED IN
INVESTING ACTIVITIES:
Increase in equipment not yet
in place (901,247) --
Capital expenditures (41,248) (47,142)
(Increase) decrease in other assets 396,242 14,561
NET CASH USED IN
INVESTING ACTIVITIES (546,253) (32,581)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Increase (decrease) in short-term
borrowing (2,697,388) --
Repayment of long-term debt (23,903) (43,444)
Net proceeds from stock transactions 8,113,186 435,130
Accrued dividends (69,801) --
NET CASH FROM
FINANCING ACTIVITIES 5,322,094 391,686
NET INCREASE (DECREASE) IN
CASH AND EQUIVALENTS 3,798,651 (344,565)
CASH AND EQUIVALENTS AT
BEGINNING OF PERIOD 16,205 383,773
CASH AND EQUIVALENTS AT
END OF PERIOD $3,814,856 $ 39,208
See accompanying notes to financial statements.
7
<PAGE>
GALAXY FOODS COMPANY
Statements of Cash Flows (continued)
THREE MONTHS ENDED
JUNE 30, (unaudited)
1995 1994
RECONCILIATION OF NET LOSS
TO NET CASH USED IN
OPERATING ACTIVITIES:
NET LOSS $ (432,160) $ (561,330)
ADJUSTMENTS TO RECONCILE NET
LOSS TO NET CASH
USED IN OPERATING ACTIVITIES:
Depreciation and amortization 80,326 67,327
(Increase) decrease in:
Trade receivables (204,755) (31,185)
Inventories 50,793 179,305
Prepaid expenses 10,024 (250,910)
Increase (decrease) in:
Accounts payable, and accrued
expenses (481,418) (106,877)
NET CASH USED IN OPERATING
ACTIVITIES $(977,190) $(703,670)
See accompanying notes to financial statements.
8
<PAGE>
GALAXY FOODS COMPANY
NOTES TO FINANCIAL STATEMENTS
(1) Management representation
The interim financial statements of Galaxy Foods Company
("Galaxy" or the "Company") included herein are unaudited.
In the opinion of management, the financial statements
include all adjustments that are necessary for a fair
presentation of such information for the periods presented.
JUNE 30, MARCH 31,
1995 1995
(unaudited)
(2) Inventories
Raw materials $ 356,733 $ 363,971
Finished goods 120,870 164,425
Total $ 477,603 $ 528,396
(3) J & C Resources
The Company repaid in its entirety the $2.5 million debt,
plus accrued interest owed to J & C Resources ("J&C") on May
18, 1995. J&C subsequently released all interest and
collateral on the Company.
(4) Sale of Securities
On March 3, 1995, the Company began to offer certain of its
securities to non-US. persons under Regulation S promulgated
by the Securities and Exchange Commission under the
Securities Act of 1933, as amended. These sales of
securities continued through the beginning of June 1995 with
sales totaling 5,959,058 shares of Common Stock at the
average price of $0.82 per share. Additionally, the Company
sold 353,755 shares of the Company's convertible preferred
stock at an average price of $20.5085 per share for total
gross proceeds of $7,255,000. The resulting proceeds from
all securities during the offering were approximately $12.2
million, $1,578,388 of which were paid in investment
brokerage commissions and related fees.
Each share of Convertible Preferred Stock sold during the
offering will be converted into shares of Common Stock
during the initial two-year period commencing at certain
intervals and under certain terms as established by the
designations, preferences, and limitations applicable to
each series of Preferred Stock. For dilution purposes, if
all the Convertible Preferred Stock were to have been
converted on June 30, 1995, the Common stock share
equivalent would have been 7,224,552 shares.
9
<PAGE>
The holders of Convertible Preferred Stock mentioned above
are entitled to receive dividends on each share from any
surplus or net profits at a rate of 10% per annum based upon
the respective purchase price paid by each investor, in cash
or, at the Company's sole option, in shares of the Company's
Common Stock at a rate of 11% per annum. This dividend is
cumulative and payable before any dividends on the Common
Stock are paid or set apart. The payment of dividends for
the three months ended June 30, 1995 totaled $69,801; this
dividend was paid in the form of common stock for a total of
46,341 shares which were issued in July, 1995. The Company
has never paid dividends to its Common Stock holders.
Under the selling agreement entered with Sands Brothers &
Co., Ltd., ("Sands") the Company's agent in connection with
the offering of the aforementioned shares, Sands is entitled
to receive warrants to purchase 90,000 shares Common Stock,
with an exercise price of approximately $0.95 per share, for
each $1,000,000 that is raised for the Company.
Additionally, Sands receives a commission of 10% and an
expense allowance of 3% of the gross proceeds resulting from
the sales of the Company's securities in the offering.
(5) Per share data
Loss per share is computed based on the weighted average
number of shares outstanding during the period. Common
stock equivalents have not been included since the effect
would be antidilutive.
10
<PAGE>
GALAXY FOODS COMPANY
Management's Discussion and Analysis of
Financial Conditions and Results of Operations
Results of Operations
Net sales were $757,579 in the quarter ended June 30, 1995,
compared to sales of $1,924,429 for the quarter ended June 30,
1994. The 60.6% decline in net sales was attributed to an
erosion of the Company's customer base, particularly in the
industrial and food service divisions. Although the Company was
financially able to sustain purchases of raw materials and other
ingredients necessary to fulfill new orders, the Company did not
receive orders from several of its large volume customers that
traditionally make up the bulk of the food service orders. The
Company's sales were affected by the lack of working capital
during much of the previous fiscal year that ended March 31,
1995. This lack of working capital made it difficult for the
Company to supply its then existing customer base with complete
orders on a timely basis. The Company believes that it will be
able to substantially increase sales in the upcoming months as it
is in a substantially improved cash flow position from financing
activities. (See "Management's Discussion and Analysis of
Financial Conditions and Results of Operations" - Liquidity and
Capital Resources). The Company intends to utilize this capital
generally in the following manner: a) Increase inventories, b)
increase its marketing and promotion budget, c) increase the
distribution of its existing products, and d) reduce accounts
payable and other liabilities.
Cost of Sales were $702,144 and it represents 92.7% of net sales
for the quarter ended June 30, 1995, compared with 1,630,236 or
84.7% of net sales in the comparable 1994 period. The increase
in cost of goods sold as a percentage of sales is attributed to
the reallocation of delivery expenses from the Operating Expense
section of the Financial Statement. These costs were reallocated
after the Company replaced its own fleet of refrigerated trucks
with common carriers. (See "Management's Discussion and Analysis
of Financial Conditions and Results of Operations" - Delivery).
When the transportation figures are included with the cost of
sales for comparison purposes, the cost of sales remained
relatively constant between the two periods. The Company
believes that the cost of manufacturing will decrease as a
percentage of sales as economies of scale are achieved with
larger production runs as the Company regains its previous sales
levels.
Selling expenses were $192,570 for the quarter ended June 30,
1995, compared with selling expenses of $312,867 for the same
period ended June 30, 1994. The 38.4% reduction in expenses from
the same period a year earlier are due in part to a decline in
consulting fees charged to the individual selling departments.
The different selling divisions were also affected by the
previous lack of working capital mentioned above when reductions
in travel and promotion expense were implemented. This category
is expected to increase as the Company aggressively pursues its
previous customer base as well as new customers.
Delivery expenses were $19,684 for the quarter ended June 30,
1995, compared with expenses of $148,866 for the same period
ended June 30, 1994. On April 1, 1995, the Company started using
refrigerated common carriers as its main method of distribution
instead of relying in its own fleet of trucks. As a result, the
Company is now able to track the cost of transporting goods more
accurately and efficiently. By utilizing common carriers the
Company has been able to realize significant cost savings while
improving its deliveries to customers. Most of the costs
associated with the transportation and delivery of products are
now allocated to the Cost of Sales section of the Income
Statement.
11
<PAGE>
General and Administrative expenses were $259,927 for the quarter
ended June 30, 1995, compared with $250,643 for the same period
ended June 30, 1994. The minor 3.7% increase is attributed
mostly to charges associated with the Company's publicity and
public relations. The Company incurred expenses in the
development of shareholder information material for a special
Shareholder meeting and on related consulting expenses. The
Company does not anticipate an increase in general and
administrative expenses from current levels in the near future.
Research and Development expenses declined $12,205 or 29.3% to a
total of $29,423 for the quarter ended June 30, 1995 when
compared to the same period for the prior year. This reduction
in expenses is the result of diminished activity in the
development of new products as the Company gears for the
marketing and distribution of its existing line of products.
Emphasis for Research and Development will be on maintaining
quality, and on the constant refinement of the existing product
line.
Other Income and Expenses for the period ended June 30, 1995
resulted in net income of $14,009 compared to a net expense of
$101,519 for the same period last year. The $115,528 improvement
is owed to a dramatic reduction in interest expense, which itself
was caused by the repayment of a $2.5 million note to the
Company's single largest secured lender. (See "Management's
Discussion and Analysis of Financial Conditions and Results of
Operations" - Liquidity and Capital Resources for a complete
explanation). Additionally, the Company was able to increase its
interest income as availability of working capital allows for a
more efficient management of cash and cash equivalents. The
increase in other income was realized from the sale of fully
depreciated delivery equipment after the Company switched to
common carriers for its transportation needs. The increase in
other income is considered a non-recurring event.
Liquidity and Capital Resources
Operating Activities
Net cash was used in the amount of $977,190 for the period ended
June 30, 1995 compared to net cash used of $703,670 for the same
period in 1994. The reduction in sales coupled with the large
payments to suppliers for past due liabilities and current
inventories purchases caused the large increase in cash used in
operating activities. These large payments to suppliers, vendors
and other lenders were necessary for the Company to regain
limited credit terms and to improve ongoing operations
Investing Activities
Net cash used in investing activities totaled $546,253 for the
period ended June 30, 1995 compared to net cash used of $32,581
for the same period in 1994. Cash used for these activities
increased as the purchase of an individual wrapping slice machine
was completed during the quarter. The total investment for this
production system is approximately $1.2 million. Management
believes that this investment will allow the Company to increase
the profitability of some of the Company's product lines as well
as create the ability to manufacture products not previously
sold.
12
<PAGE>
Financing Activities
Net cash flow from financing activities increased in the amount
of $5,322,094 for the period compared to a cash inflow of
$391,686 for the same period in 1994. The increase in cash flow
is the result of two separate activities. First, the payments to
lenders in the amount of $2,705,417 mainly the repayment of
$2.5 million in principal to J&C Resources, Inc. and also the
repayment of $205,417 to Mr. Angelo S. Morini. The second
activity involved the raising of capital though the sale of the
Company's stock; the total cash flow from the sale of these
securities totaled $8,113,186 for the period.
On March 3, 1995, the Company began to offer certain of its
securities to non-US. persons under Regulation S promulgated by
the Securities and Exchange Commission under the Securities Act
of 1933, as amended. These sales of securities continued through
the beginning of June 1995 with sales totaling 5,959,058 shares
of Common Stock at the average price of $0.82 per share.
Additionally, the Company sold 353,755 shares of the Company's
convertible preferred stock at an average price of $20.5085 per
share for total gross proceeds of $7,255,000. The resulting
proceeds from all securities during the offering were
approximately $12.2 million, $1,578,388 of which were paid in
investment brokerage commissions and related fees.
Each share of Convertible Preferred Stock sold during the
offering will be converted into shares of Common Stock during the
initial two-year period commencing at certain intervals and under
certain terms as established by the designations, preferences,
and limitations applicable to each series of Preferred Stock.
For dilution purposes, if all the Convertible Preferred Stock
were to have been converted on June 30, 1995, the Common stock
share equivalent would have been 7,224,552 shares.
The holders of Convertible Preferred Stock mentioned above are
entitled to receive dividends on each share from any surplus or
net profits at a rate of 10% per annum based upon the respective
purchase price paid by each investor, in cash or, at the
Company's sole option, in shares of the Company's Common Stock at
a rate of 11% per annum. This dividend is cumulative and payable
before any dividends on the Common Stock are paid or set apart.
The payment of dividends for the three months ended June 30, 1995
totaled $69,801; this dividend was paid in the form of common
stock for a total of 46,341 shares which were issued in July,
1995. The Company has never paid dividends to its Common Stock
holders.
Under the selling agreement entered with Sands Brothers & Co.,
Ltd., ("Sands") the Company's agent in connection with the
offering of the aforementioned shares, Sands is entitled to
receive warrants to purchase 90,000 shares Common Stock, with an
exercise price of approximately $0.95 per share, for each
$1,000,000 that is raised for the Company. Additionally, Sands
receives a commission of 10% and an expense allowance of 3% of
the gross proceeds resulting from the sales of the Company's
securities in the offering.
The Company has used $3,124,163 out of the proceeds from the sale
of the securities to retire the principal and accrued interest
under the promissory note executed in favor of J&C Resources,
Inc. The Company utilized certain of the remaining proceeds for
working capital, acquisition of capital equipment, and payment of
trade-related payables. Additionally, as of June 30, 1995 the
Company maintained a cash balance of approximately $3.8 million
which is deposited in several interest-bearing investment
accounts.
13
<PAGE>
PART II. OTHER INFORMATION
GALAXY FOODS COMPANY
ITEM 1. Legal Proceedings
In the opinion of Management, there are no material legal
proceedings pending or threatened against the Company as of June
30, 1995.
ITEM 6. Exhibits and Reports on
Form 8-K
(a) Reports on Form 8-K
No report on Form 8-K was filed by Galaxy Foods Company
during the quarter ended June 30, 1995.
14
<PAGE>
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.
GALAXY FOODS COMPANY
Date: August 11, 1995 /s/ Angelo S. Morini
Angelo S. Morini
Chairman and President
(Principal Executive Officer)
Date: August 11, 1995 /s/ Samuel E. Chambers II
Samuel E. Chambers II
Chief Financial Officer
(Principal Financial and Accounting
Officer)
15
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
The following Exhibits are filed as part of this Form 10-QSB.
Exhibit No. Exhibit Description
*3.1 Certificate of Incorporation of the Registrant, as
amended (Filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-18, No. 33-15893-NY,
incorporated herein by reference.)
*3.2 Amendment to Certificate of Incorporation of the
Registrant, filed on February 24, 1992 (Filed as Exhibit
4(b) to the Registrant's Registration Statement on Form S-
8, No. 33-46167, incorporated herein by reference.)
*3.3 By-laws of the Registrant, as amended (Filed as Exhibit
3.2 to the Registrant's Registration Statement on Form S-
18, No. 33-15893-NY, incorporated herein by reference.)
*3.4 Amendment to Certificate of Incorporation of the
Registrant, filed on January 19, 1994 (Filed as Exhibit
3.4 to the Registrant's Registration Statement on Form SB-
2, Number 33-80418, and incorporated herein by reference.)
*10.1 1987 Stock Plan of the Registrant, as amended (Filed as
Exhibit 4(d) to the Registrant's Registration Statement on
Form S-8, No. 33-46167, incorporated herein by reference.)
*10.2 Form of Non-Qualified Stock Option Agreement between
the Registrant and certain directors (Filed as Exhibit 10
(n) to the Registrant's Report on Form 10-K for fiscal
year ended March 31, 1988, and incorporated herein by
reference.)
*10.3 Form of Incentive Stock Option Agreement issued
pursuant to the Registrant's 1987 Stock Plan (Filed as
Exhibit 10 (o) to the Registrant's Report on Form 10-K for
fiscal year ended March 31, 1988, and incorporated herein
by reference.)
*10.4 1991 Non-Employee Director Stock Option Plan of the
Registrant (Filed as Exhibit 4 (g) to the Registrant's
Registration Statement on Form S-8, No. 33-46167,
incorporated herein by reference.)
*10.5 1991 Employee Stock Purchase Plan of the Registrant
(Filed as Exhibit 4 (h) to the Registrant's Registration
Statement on Form S-8, No. 33-46167, incorporated herein
by reference.)
*10.6 Lease Agreement between ANCO Company and Registrant
dated as of November 13, 1991 (Filed as Exhibit 10 (bb) to
the Registrant's Report on Form 10-K for fiscal year ended
March 31, 1992, and incorporated herein by reference.)
*10.7 Factoring Agreement, Assignment and Repurchase
Agreement, Security Agreement and Power of Attorney, dated
as of June 1, 1993, between the Registrant and J.T.A.
Factors, Inc. (Filed as Exhibit 10 (nn) to the
Registrant's Report on Form 10-QSB for the quarterly
period ended June 30, 1993.)
* Previously Filed 16
<PAGE>
Exhibit No. Exhibit Description
*10.8 Registrant's Registration Statement on Form S-8, Number
33-69546, date filed September 28, 1993 (Filed as Exhibit
10.40 to the Registrant's Registration Statement on Form
SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.9 Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-8, Number 33-69546, date
filed October 28, 1993 (Filed as Exhibit 10.41 to the
Registrant's Registration Statement on Form SB-2, Number
33-80418, and incorporated herein by reference.)
*10.10 Registrant's Registration Statement on Form S-8, Number
33-78684, date filed May 6, 1994 (Filed as Exhibit 10.42
to the Registrant's Registration Statement on Form SB-2,
Number 33-80418, and incorporated herein by reference.)
*10.11 Supplemental Letter Agreement dated February 9, 1994,
by and between Agora Marketing Ltd. and the Registrant
(Filed as Exhibit 10.44 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
*10.12 Non-Qualified Stock Option Agreement dated as of
September 24, 1987, by and between William E. Rawlings and
the Registrant (Filed as Exhibit 10.51 to the Registrant's
Registration Statement on Form SB-2, Number 33-80418, and
incorporated herein by reference.)
*10.13 Non-Qualified Stock Option Agreement dated as of
September 24, 1987, by and between Stanley M. Turk and the
Registrant (Filed as Exhibit 10.52 to the Registrant's
Registration Statement on Form SB-2, Number 33-80418, and
incorporated herein by reference.)
*10.14 Settlement Agreement dated as of May 31, 1994, by and
between Registrant and George J. Torggler (Filed as
Exhibit 10.53 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.15 Non-Qualified Stock Option Agreement dated as of May
31, 1994, by and between George J. Torggler and the
Registrant (Filed as Exhibit 10.54 to the Registrant's
Registration Statement on Form SB-2, Number 33-80418, and
incorporated herein by reference.)
*10.16 Promissory Note dated as of May 31, 1994, by George J.
Torggler in favor of the Registrant (Filed as Exhibit
10.55 to the Registrant's Registration Statement on Form
SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.17 Stock Pledge and Security Agreement dated as of May 31,
1994, by and between George J. Torggler and the Registrant
(Filed as Exhibit 10.56 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
* Previously Filed
17
<PAGE>
Exhibit No. Exhibit Description
*10.18 Escrow Agreement dated as of May 31, 1994, by and among
George J. Torggler, the Registrant and Baker & Hostetler
(Filed as Exhibit 10.57 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
*10.19 Registration Rights Agreement dated as of May 31, 1994,
by and between George J. Torggler and the Registrant
(Filed as Exhibit 10.58 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
*10.20 General Released dated as of May 31, 1994, by George J.
Torggler in favor of the Registrant (Filed as Exhibit
10.59 to the Registrant's Registration Statement on Form
SB-2, Number 33-80418, and incorporated herein by
referent.)
*10.21 Settlement Agreement dated as of May 31, 1994, by and
between Registrant and Robert J. Redar (Filed as Exhibit
10.60 to the Registrant's Registration Statement on Form
SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.22 Non-Qualified Stock Option Agreement dated as of May
31, 1994, by and between Robert J. Redar and the
Registrant (Filed as Exhibit 10.61 to the Registrant's
Registration Statement on Form SB-2, Number 33-80418, and
incorporated herein by referent.)
*10.23 Promissory Note dated as of May 31, 1994, by Robert J.
Redar in favor of the Registrant (Filed as Exhibit 10.62
to the Registrant's Registration Statement on Form SB-2,
Number 33-80418, and incorporated herein by reference.)
*10.24 Stock Pledge and Security Agreement dated as of May 31,
1994, by and between Robert J. Redar and the Registrant
(Filed as Exhibit 10.64 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
*10.25 Escrow Agreement dated as of May 31, 1994, by and among
Robert J. Redar, the Registrant and Baker & Hostetler
(Filed as Exhibit 10.64 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
*10.26 Registration Rights Agreement dated as of May 31, 1994,
by and between Robert J. Redar and the Registrant (Filed
as Exhibit 10.65 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
*10.27 General Release dated as of May 31, 1994, by Robert J.
Redar in favor of the Registrant.
*10.28 Common Stock Purchase Warrant dated August 3, 1993,
issued to Allenstown Investment, Co., by the Registrant
(Filed as Exhibit 10.66 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
* Previously Filed 18
<PAGE>
Exhibit No. Exhibit Description
*10.29 Registration Rights Agreement, dated as of June, 1994,
by and between Registrant and Carrafiello Diehl &
Associates (Filed as Exhibit 10.78 to the Registrant's
Registration Statement on Form SB-2, Number 33-80418, and
incorporated herein by reference.)
*10.30 Registration Rights Agreement, dated May 31, 1994, by
and between James Farnsworth and the Registrant (Filed as
Exhibit 10.79 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.31 Registration Rights Agreement, dated as of May, 1994,
by and between Registrant and Harris Trust & Savings Bank,
as Trustee for the CSC Industries, Inc. and Affiliated
Companies Pension Plans Trust (Filed as Exhibit 10.80 to
the Registrant's Registration Statement on Form SB-2,
Number 33-80418, and incorporated herein by reference.)
*10.32 Registration Rights Agreement, dated May 31, 1994, by
and between Yale Hirsch and the Registrant (Filed as
Exhibit 10.81 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.33 Registration Rights Agreement, dated May 31, 1994, by
and between James C. Jackson and the Registrant (Filed as
Exhibit 10.82 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.34 Registration Rights Agreement, dated May 31, 1994, by
and between Kennedy Defined Benefit Plan and the
Registrant (Filed as Exhibit 10.83 to the Registrant's
Registration Statement on Form SB-2, Number 33-80418, and
incorporated herein by reference.)
*10.35 Registration Rights Agreement, dated May 19, 1994, by
and between Robert Kowalski and the Registrant (Filed as
Exhibit 10.84 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.36 Registration Rights Agreement, dated May 31, 1994, by
and between Jack Lampert and the Registrant (Filed as
Exhibit 10.85 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.37 Registration Rights Agreement, dated May 24, 1994, by
and between Andrea McWilliams and the Registrant (Filed as
Exhibit 10.89 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.38 Registration Rights Agreement, dated May 31, 1994, by
and between Registrant and Mesa Consulting Group, Inc.
(Filed as Exhibit 10.90 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
* Previously Filed 19
<PAGE>
Exhibit No. Exhibit Description
*10.39 Registration Rights Agreement, dated May, 1994, by and
between Thomas Morgan Trust and the Registrant (Filed as
Exhibit 10.91 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.40 Registration Rights Agreement, dated May 31, 1994, by
and between Marsha H. Musto and the Registrant (Filed as
Exhibit 10.92 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.41 Registration Rights Agreement, dated May 31, 1994, by
and between Alex J. Pollock and the Registrant (Filed as
Exhibit 10.93 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.42 Registration Rights Agreement, dated May 31, 1994, by
and between William Rawlings and the Registrant (Filed as
Exhibit 10.94 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.43 Registration Rights Agreement, dated May 31, 1994, by
and between Thomas Singer and the Registrant (Filed as
Exhibit 10.95 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.44 Registration Rights Agreement, dated May 31, 1994, by
and between Philip Sklar and the Registrant (Filed as
Exhibit 10.96 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.45 Registration Rights Agreement, dated May 19, 1994, by
and between Sheldon Tannen and the Registrant (Filed as
Exhibit 10.97 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.46 Registration Rights Agreement, dated May 31, 1994, by
and between Stanley Turk and the Registrant (Filed as
Exhibit 10.98 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.47 Registration Rights Agreement, dated May 30, 1994, by
and between Conrad von Bibra and the Registrant (Filed as
Exhibit 10.99 to the Registrant's Registration Statement
on Form SB-2, Number 33-80418, and incorporated herein by
reference.)
*10.48 Registration Rights Agreement, dated June 16, 1994, by
and between Registrant and Whale Securities, Co., L.P.
(Filed as Exhibit 10.100 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
* Previously Filed
20
<PAGE>
Exhibit No. Exhibit Description
*10.49 Registration Rights Agreement, dated May 31, 1994, by
and between Wharton Capital Corporation and the Registrant
(Filed as Exhibit 10.101 to the Registrant's Registration
Statement on Form SB-2, Number 33-80418, and incorporated
herein by reference.)
*10.50 Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-8, Number 33-78684, date
filed June 6, 1994 (Incorporated herein by reference.)
*10.51 Registrant's Registration Statement on Form S-8, Number
33-81636, date filed July 18, 1994 (Incorporated herein by
reference.)
*10.52 Consulting Agreement, dated July 30, 1994, between the
Registrant and J & C Resources, Inc. (Incorporated herein
by reference.)
*10.53 Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-8, Number 33-81636, date
filed August 10, 1994 (Incorporated herein by reference.)
*10.54 Agency Agreement, dated February 28, 1994, between the
Registrant, Agora Marketing and Stan Teeple, Inc.
(Incorporated herein by reference.)
*10.55 Warrant Agreement, dated June 21, 1994 between the
Registrant and Stanley Teeple (Incorporated herein by
reference.)
*10.56 Letter Agreement agreeing to lock-up of shares,
executed as of September 8, 1994, between the Registrant
and Mesa Consulting, Inc. (Filed as Exhibit 10.108 to the
Registrant's Registration Statement No. 33-80418, filed on
September 23, 1994 and incorporated herein by reference.)
*10.57 Letter Agreement agreeing to lock-up of shares, dated
August 9, 1994, between the Registrant and Wharton Capital
(Filed as Exhibit 10.109 to the Registrant's Registration
Statement No. 33-80418, filed on September 23, 1994 and
incorporated herein by reference.)
*10.58 Letter Agreement agreeing to lock-up of shares, dated
August 9, 1994, between the Registrant and Sheldon Tannen
(Filed as Exhibit 10.110 to the Registrant's Registration
Statement No. 33-80418, filed on September 23, 1994 and
incorporated herein by reference.)
*10.59 Letter Agreement agreeing to lock-up of shares, dated
August 12, 1994, between the Registrant and Marcia Musto
(Filed as Exhibit 10.111 to the Registrant's Registration
Statement No. 33-80418, filed on September 23, 1994 and
incorporated herein by reference.)
*10.60 Letter Agreement agreeing to lock-up of shares, dated
September 8, 1994, between the Registrant and Whale
Securities Co., L.P. (Filed as Exhibit 10.112 to the
Registrant's Registration Statement No. 33-80418, filed on
September 23, 1994 and incorporated herein by reference.)
* Previously Filed 21
<PAGE>
Exhibit No. Exhibit Description
*10.61 Letter Agreement agreeing to lock-up of shares, dated
as of September 8, 1994, between the Company and Kennedy
Capital Management, Inc. (Filed as Exhibit 10.113 to the
Registrant's Registration Statement No. 33-80418, filed on
September 23, 1994 and incorporated herein by reference.)
*10.62 Lock-Up Agreement, dated September 8, 1994, between the
Registrant and Lifesciences Technology Partners, L.P.
(Filed as Exhibit 10.114 to the Registrant's Registration
Statement No. 33-80418, filed on September 23, 1994 and
incorporated herein by reference.)
*10.63 Settlement Agreement, dated September 8, 1994, between
the Registrant and Lifesciences Technology Partners, L.P.
(Filed as Exhibit 10.115 to the Registrant's Registration
Statement No. 33-80418, filed on September 23, 1994 and
incorporated herein by reference.)
*10.64 Release, dated September 8, 1994, between the
Registrant and Lifesciences Technology Partners, L.P.
(Filed as Exhibit 10.116 to the Registrant's Registration
Statement No. 33-80418, filed on September 23, 1994 and
incorporated herein by reference.)
*10.65 Letter Agreement, dated June 1, 1994, between the
Registrant and Allenstown Investment Co. and J&C
Resources, Inc. (Filed as Exhibit 10.117 to the
Registrant's Registration Statement No. 33-80418, filed on
September 23, 1994 and incorporated herein by reference.)
*10.66 Letter Agreement, dated September 8, 1994, between the
Registrant and Allenstown Investment Co. and J&C
Resources, Inc. (Filed as Exhibit 10.118 to the
Registrant's Registration Statement No. 33-80418, filed on
September 23, 1994 and incorporated herein by reference.)
*10.67 Letter Agreement, dated August 9, 1994, between the
Registrant and Yale Hirsch (Filed as Exhibit 10.119 to the
Registrant's Registration Statement No. 33-80418, filed on
September 23, 1994 and incorporated herein by reference.)
*10.68 Extension agreement between Registrant and J&C
Resources, Inc. dated October 28, 1994 (Filed as Exhibit
10.120 on report for 10-QSB, for the quarterly period
ended September 30, 1994 and incorporated herein by
reference.)
*10.69 Notice of default from J&C Resources, Inc., dated
October 28, 1994 (Filed as Exhibit 10.121 on report for
10-QSB, for the quarterly period ended September 31, 1994
and incorporated herein by reference.)
*10.70 Subscription for shares and investment letter, dated
November 4, 1994, between Registrant and Angelo S. Morini
(Filed as Exhibit 10.122 on report 10-QSB, for the
quarterly period ended December 31, 1994 and incorporated
herein by reference.)
* Previously Filed
22
<PAGE>
Exhibit No. Exhibit Description
*10.71 Balloon promissory note, dated November 4, 1994 (Filed
as Exhibit 10.123 on report 10-QSB, for the quarterly
period ended December 31, 1994 and incorporated herein by
reference.)
*10.72 Stock pledge and security agreement dated November 4,
1994 (Filed as Exhibit 10.124 on report 10-QSB, for the
quarterly period ended December 31, 1994 and incorporated
herein by reference.)
*10.73 J&C Second Amendment Loan Agreement and Second
Amendment Security Agreement, dated February 23, 1995,
between J&C and the Registrant (filed as exhibit to Form
8-K under Commission file number 0-16251, dated February
23, 1995)
*10.74 Renewal Promissory Note dated as of May 26, 1995, by
Registrant in favor of J&C (filed as exhibit 10.126 to
Form 8-K under Commission file number 0-16251, dated May
26, 1995)
*10.75 Renewal Promissory Note dated as of May 26, 1995, by
Registrant in favor of J&C (filed as exhibit 10.128 to
Form 8-K under Commission file number 0-16251, dated May
26, 1995)
*10.76 First Amendment to Lease Agreement between ANCO
Company and Registrant dated as of April 1, 1994 (filed
as exhibit 10.76 on report 10-KSB for the year ended March
31, 1995 and incorporated herein by reference)
*10.77 Consulting Agreement, dated March 15, 1995, between Lee
Chira and the Registrant (filed as exhibit 10.77 on report
10-KSB for the year ended March 31, 1995 and incorporated
herein by reference)
*10.78 Consulting Agreement, dated March 15, 1995, between
Martin Consulting, Inc. and the Registrant (filed as
exhibit 10.78 on report 10-KSB for the year ended March
31, 1995 and incorporated herein by reference)
*10.79 Selling Agreement, dated February 6, 1995, between
Sands Brothers & Co., Ltd. and the Registrant (filed as
exhibit 10.79 on report 10-KSB for the year ended March
31, 1995 and incorporated herein by reference)
*10.80 Amendment Number 1 to Selling Agreement, dated February
14, 1995, between Sands Brothers & Co., Ltd. and the
Registrant (filed as exhibit 10.80 on report 10-KSB for
the year ended March 31, 1995 and incorporated herein by
reference)
*10.81 Amendment Number 2 to Selling Agreement, dated March 8,
1995, between Sands Brothers & Co., Ltd. and the
Registrant (filed as exhibit 10.81 on report 10-KSB for
the year ended March 31, 1995 and incorporated herein by
reference)
10.82 Consulting agreement between the Registrant and Koi
Communications Corporation, dated June 1, 1995. (filed
herewith)
* Previously Filed 23
