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 September 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 November 1, 1995, there were 52,944,348 Shares of Common Stock, $.01
par value per Share, outstanding.
<PAGE>
GALAXY FOODS COMPANY
Index to Form 10-QSB
For Quarter Ended September 30, 1995
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet 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 11-16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 17-25
SIGNATURES 26
<PAGE>
PART I. FINANCIAL STATEMENTS
GALAXY FOODS COMPANY
Balance Sheets
ASSETS
SEPTEMBER 30, MARCH 31,
1995 1995
(unaudited)
CURRENT ASSETS:
Cash and equivalents $ 2,589,123 $ 16,205
Trade receivable, net 275,136 120,176
Inventories 803,903 528,396
Prepaid expenses 90,781 296,262
Total current assets 3,758,943 961,039
PROPERTY AND EQUIPMENT:
Leasehold improvements 2,532,418 2,586,528
Machinery and equipment 2,437,229 2,231,461
Delivery equipment and autos 15,652 226,539
Equipment under capital leases 213,264 306,245
Total 5,198,563 5,350,773
Less accumulated depreciation and
amortization (963,701) (1,023,347)
Property and equipment-net 4,234,862 4,327,426
OTHER ASSETS
Other Assets 102,611 496,696
Equipment not yet placed in service 1,167,399 164,800
Total other assets 1,270,010 661,496
TOTAL $ 9,263,815 $5,949,961
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable-trade $ 244,827 $ 739,601
Other accrued liabilities 232,945 318,895
Dividends payable 68,176 ---
Current portion of notes payable 63,451 63,451
Current portion of capital lease obligations 60,840 67,331
Notes payable to stockholder --- 2,697,388
Total current liabilities 670,239 3,886,666
LONG-TERM DEBT, LESS CURRENT PORTION:
Obligations under capital leases 62,798 94,134
Total liabilities 733,037 3,980,800
STOCKHOLDERS' EQUITY:
Preferred stock --- ---
Common stock 348,549 140,248
Additional paid-in capital 23,224,458 15,530,314
Accumulated deficit (13,842,229) (12,501,401)
9,730,778 3,169,161
Less: Note receivable arising from
exercise of stock options 1,200,000 1,200,000
Total stockholders' equity 8,530,778 1,969,161
TOTAL $ 9,263,815 $ 5,949,961
<PAGE>
GALAXY FOODS COMPANY
Statements of Operations
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(unaudited) (unaudited)
1995 1994 1995 1994
NET SALES $ 511,301 $1,476,103 $ 1,268,880 $ 3,400,532
COSTS AND EXPENSES:
Cost of goods sold 688,967 1,355,913 1,391,111 2,986,150
Gross Profit (177,666) 120,190 (122,231) 414,382
Selling 308,258 334,528 500,828 647,395
Delivery, net 21,151 87,341 40,835 236,207
General and administrative 290,235 391,831 550,162 672,784
Research and development 13,788 30,551 43,211 72,179
Total 633,432 844,251 1,135,036 1,628,565
OPERATING LOSS (811,098) (724,061) (1,257,267) (1,214,183)
OTHER INCOME (EXPENSES):
Interest expense (5,950) (119,395) (26,322) (224,539)
Interest income 35,777 241 46,471 2,666
Other income (expense) 10,580 (6,894) 34,267 (5,694)
Total 40,407 (126,048) 54,416 (227,567)
NET LOSS $ (770,691) $(850,109) $(1,202,851) $(1,441,750)
LOSS PER COMMON SHARE $ (.03) $ (.10) $ (.05) $ (.18)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 27,602,795 8,294,221 21,838,551 8,068,538
<PAGE>
<TABLE>
<CAPTION>
GALAXY FOODS COMPANY
STATEMENTS OF STOCKHOLDERS' EQUITY
<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 --
<PAGE>
GALAXY FOODS COMPANY
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)
Issuance of adjustment
shares 139,406 1,394 -- -- (1,394) --
Write-off of Consulting
Agreement -- -- -- -- (250,000) --
Preferred Stock
Conversions 16,760,458 167,605 (353,755) (3,538) (164,067) --
Stock dividend 46,341 463 -- -- 69,338 --
Exercise of Stock Options 48,000 480 -- -- 23,520 --
Legal fees related to
Offering -- -- -- -- (41,072) --
NASD fee listing -- -- -- -- (7,500) --
Reversal to Unissued
Stock (4,153) (42) -- -- (5,928) --
Dividend Payable -- -- -- -- -- (68,176)
Net Loss -- -- -- -- -- (770,691)
Balance at
September 30, 1995 34,854,936 $ 348,549 -- $ -- $ 23,224,458 $(13,842,229
</TABLE>
<PAGE>
GALAXY FOODS COMPANY
Statements of Cash Flows
SIX MONTHS ENDED
SEPTEMBER 30,
(unaudited)
1995 1994
CASH FLOWS USED IN
OPERATING ACTIVITIES:
Cash received from customers $ 1,113,920 $ 3,550,613
Cash paid to suppliers and employees (3,025,658) (4,528,187)
Increase (decrease) in other liabilities --- (81,637)
Interest paid (26,322) (224,539)
Interest received 46,471 2,666
Miscellaneous cash received 34,267 7,954
Loss on disposition of assets -- (13,648)
NET CASH USED IN OPERATING
ACTIVITIES (1,857,322) (1,286,778)
CASH FLOWS USED IN INVESTING
ACTIVITIES:
Proceeds from the sale of land -- 45,823
Equipment not yet placed in service (1,002,599) --
Capital expenditures (58,675) (57,239)
(Increase) decrease in other assets 394,085 (317,937)
NET CASH USED IN INVESTING
ACTIVITIES (667,189) (329,353)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Decrease in notes payable to stockholder (2,697,388) --
Repayment of capital lease obligations (37,827) (58,352)
Net proceeds from stock issuance 7,832,644 1,298,005
NET CASH FROM FINANCING
ACTIVITIES 5,097,429 1,239,653
NET INCREASE (DECREASE) IN CASH
AND EQUIVALENTS 2,572,918 (376,478)
CASH AND EQUIVALENTS AT BEGINNING
OF PERIOD 16,205 383,773
CASH AND EQUIVALENTS AT END
OF PERIOD $ 2,589,123 $ 7,295
<PAGE>
GALAXY FOODS COMPANY
Statements of Cash Flows (continued)
SIX MONTHS ENDED
SEPTEMBER 30,
(unaudited)
1995 1994
RECONCILIATION OF NET LOSS
TO NET CASH USED IN
OPERATING ACTIVITIES:
NET LOSS $ (1,202,851) $ (1,441,750)
ADJUSTMENTS TO RECONCILE NET
LOSS TO NET CASH
USED IN OPERATING ACTIVITIES:
Depreciation and amortization 151,239 144,796
(Increase) decrease in:
Trade receivable (154,960) 150,081
Receivable - Officer -- (400)
Inventories (275,507) 377,225
Prepaid expenses 205,481 (676,964)
Increase (decrease) in:
Accounts payable (494,774) 241,871
Other accrued liabilities (85,950) (81,637)
NET CASH USED IN OPERATING
ACTIVITIES $ (1,857,322) $ (1,286,778)
NON CASH INVESTING AND FINANCING
ACTIVITIES:
Dividends paid or to be paid in form
of Common Stock $ 137,977 $ --
<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 and do not include all of
the information and disclosures required by generally accepted accounting
principles. 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. The results of operations for the
interim periods shown in this report are not necessarily indicative of
results to be expected for the Fiscal year.
SEPTEMBER 30, MARCH 31,
1995 1995
(unaudited)
(2) Inventories
Raw materials $ 289,865 $ 363,971
Finished goods 514,038 164,425
Total $ 803,903 $ 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. As of September 30, 1995 all of
the shares of Convertible Preferred Stock had been converted into
16,760,458 shares of Common Stock.
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 September
30, 1995 totaled $68,176; this dividend was paid in the form of common
stock for a total of 89,411 shares which were issued in October, 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.
<PAGE>
GALAXY FOODS COMPANY
ITEM 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
Results of Operations
Sales for the three month period ended September 30, 1995 were $511,301
compared with $1,476,103, or a 65.4% decline from the same period in Fiscal
1995. This reduction in sales levels is consistent with the previous
three-month period and was due to the lack of any sizable shipments to
customers during much of the Fiscal year. The Company expects to
significantly increase sales in the upcoming months as it started shipments
of individually wrapped slices manufactured with a new, state of the art
slicing machine. (See "Management's Discussion and Analysis of Financial
Conditions and Results of Operations" - Liquidity and Capital Resources).
This machine allows the Company to significantly reduce its manufacturing
costs on some of its most profitable items, increase its product line in
the individually wrapped slice category, and it provides the ability to
sell private label lines to other food manufacturers.
Sales for the six month period were $1,268,880 compared with $3,400,532 for
the same period ended September 30, 1994. The 62.7% 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 a lack of working capital that resulted from previous declines in sales
coupled with a lack of credit from vendors and financial institutions.
Additionally, the Company voluntarily stopped distribution of some products
that were previously being produced by third party manufacturers, in favor
of the Company's own production in order to improve formulations and to
decrease costs. All these factors made it difficult for the Company to
supply its then existing customer base with complete orders on a timely
basis. As a result, the Company lost a number of its then existing
customers. The Company believes that it will be able to dramatically
increase sales in the upcoming months as it is in a substantially improved
cash flow position from financing activities as well as from impending
sales from new customers. (See "Management's Discussion and Analysis of
Financial Conditions and Results of Operations" - Liquidity and Capital Res-
ources). 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.
The cost of sales as a percentage of sales was 134.7% or $688,967 for the
three-month period ended September 30, 1995 compared with 91.8% or
$1,355,913 for the same period in Fiscal 1995. The erosion in gross
margins was primarily the result of low sales volumes and lack of repeat
orders from existing customers for the first 6 months of the Fiscal year.
Other overhead factors and labor costs were maintained at the same levels
in anticipation of increased orders, all these factors contributed to
significant inefficiencies in the manufacturing process that in turn
resulted in higher production costs.
The cost of sales was $1,391,111, or 109.6% of sales for the six months
ended September 30, 1995 compared with $2,986,150 or 87.8% of sales for the
same period ended September 30, 1994. Part of 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). 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.
Most of the increase for the six month period was due to similar
circumstances as mentioned for the quarterly period ended September 30,
1995.
Selling expenses decreased 7.9% in the quarterly period ended September 30,
1995 to $308,258 compared to $334,528 during same period ended September
1994. This decrease was mainly the result of temporary reductions in
consulting services, travel and salaries expenses. The Company believes
that marketing and sales expenditure levels should remain fairly constant
in order to develop increased sales in the following quarters. For the six
months ended September 1995 the Company incurred total costs of $500,828
compared to $647,395, or a net decrease in marketing costs of 22.6% over
the same period in 1994. This reduction in expenses was due to decreases
in consulting expenses related to marketing. Additionally, the Company is
now able to design all of its marketing and advertising literature, as well
as product label and advertising internally, thereby reducing the amount of
expenditures allocated to these areas.
Delivery expenses decreased to $21,151 during the three month period ended
September 30, 1995 compared to $87,341, or 75.8% for the same period in
1994. This decrease is attributed to increases in revenue generated from
third-party transportation of goods for third parties, and a 20% reduction
in the Company's delivery fleet.
Delivery expenses were $40,835 for the six months ended September 30, 1995,
compared with expenses of $236,207 for the same period ended September 30,
1994. On April 1, 1995, the Company started using refrigerated common
carriers as its main method of distribution instead of relying on 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.
General and Administrative costs decreased to $290,235 from $391,831, or
25.9% during the three month period ended September 30, 1995 compared to
the same period in 1994. This decrease is attributed to reductions in
consulting expenses, salary levels as well as the previous write-off for
amortization of other prepaid expenses related to publicity and public
relations for the Company's common stock during the Fiscal year ended March
31, 1995.
For the six month period ended September 1995 administrative expenses were
reduced to $550,162 from $672,784, or 18.2% from the same period in 1994.
During much of Fiscal 1995 the Company was forced to devote a large amount
of resources and expenses in preparing for a public offering, With this
preparation the Company incurred a number of expenses that substantially
increased general and administrative costs. Subsequently, after the Company
raised funds though an offshore offering, management decided to reduce the
level of expenditures used to maintain a high public profile, thereby
reducing overall costs in this category and increasing emphasis on sales.
Research and Development expenses decreased to $13,788 from $30,551, or
54.9% for the three month period ended September 30, 1995 compared with the
same period in 1994. 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. It is believed
that expenses in this category will increase as the Company begins
production of its individually wrapped slices in a variety of flavors and
sizes.
For the six months ended September 30, 1995 expenses in Research &
Development decreased to $43,211 from $72,179, or 40.1% compared with the
same period in 1994. This reduction is attributed to the same causes
affecting the reduction in expenditures for the quarterly period discussed
above.
Other Income for the quarterly period ended September 30, 1995 totaled
$40,407 compared to a net expense of $126,048 for the same period in 1994.
After the Company was able to raise funds though an offshore offering some
of the excess proceeds were placed in several high-yield interest-bearing
accounts that boosted interest income significantly; Additionally, the
Company repaid all of its $2.5 million secured note plus interest, thereby
reducing interest expense significantly.
Other income for the six month period ended September 30, 1995 totaled
$54,416 compared to a net expense of $227,567 for the same period during
1994. The dramatic improvement is attributed to a reduction in interest
expense after the Company repaid its $2.5 million secured note plus
interest and other fees during the first quarter of the Fiscal year 1996.
Liquidity and Capital Resources
Operating Activities
The Company increased cash used in operating activities by approximately
44.3% to $1,857,322 from $1,286,778 from the same period last year. This
net increase in the use of funds is owed primarily to a 68.6% decrease in
cash received from customers from the same period last year. The decrease
in the rate of collection is attributable to a significant reduction in
sales. The Company has stopped factoring its receivable as it finds it less
expensive to offer discount terms to customers. Additionally, the Company
has reduced substantially all of its past due debt with vendors. This
reduction in trade payable has allowed the Company to re-establish credit
terms with some of its vendors.
Investing
The Company spent $667,189 in investing activities compared with $329,353
from the same period last year. Most of this increase is attributed to
$1,002,599 in payments during Fiscal 1996 for a new, state of the art
individually wrapped slice machine. Management viewed this purchase
necessary in order to increase the Companys presence in the retail market,
as well as to make the Company's products more competitive. Additional
capital expenditures for new equipment and machinery related to the slice
machine amounted to $58,675.
Financing
The Company realized a net inflow of $5,097,429 from financing activities
compared with $1,239,653 from the same period last year. This increase is
the result of an offshore offering of Common and Preferred Stock to raise
needed capital. On March 3, 1995, the Company began to offer certain of
its securities to non-U.S.. 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.
The Company does not currently have a bank line of credit, therefore
management finds it necessary to fund all operations internally.
Management believes that a line of credit is essential to expand the
business and the Company will keep pursuing a bank line of credit in the
future.
Subsequent Events
As of October 10, 1995, Galaxy Foods Company (the "Company") entered
into an Employment Agreement (the ``Agreement'') with Angelo S. Morini, the
Company's President and Chief Executive Officer. The Agreement has a term
of five years and provides for an annual base salary of $250,000.00.
Additionally, Mr. Morini will receive an annual bonus in an amount equal to
five percent of the Company's pre-tax net income for book purposes, as
determined by the Company's independent certified public accounting firm.
Other material provisions of the Agreement are as follows:
Mr. Morini shall have the right to purchase (the "Purchase Rights") up
to 18,000,000 shares of the Company's common stock, $.01 par value (the
"Common Stock"), at a per share price of 110% of the average closing bid
price as reported on the electronic inter-dealer quotation system operated
by Nasdaq, Inc. (the ``NASDAQ System'') for the ten trading days preceding
the receipt by the Company of written notice of Mr. Morini's election to
purchase shares. The purchase price for such shares may be evidenced by a
promissory note executed by Mr. Morini in favor of the Company, which note
shall bear interest at a rate at least equal to the applicable federal rate
established by the United States Internal Revenue Service. The promissory
note shall have a term of five years. Mr. Morini shall have the option to
extend the note for up to five additional years provided that he pays at
least one-third of the then accrued but unpaid interest, with any remaining
unpaid interest to be added to principal. Any such promissory note shall
be secured by a first priority security interest in all shares purchased by
Mr. Morini in conjunction with the exercise of the Purchase Rights as
evidenced by a stock pledge and security agreement executed by Mr. Morini
in favor of the Company.
Mr. Morini shall be granted certain options to purchase Common Stock
upon the Company's achievement of each of the following milestone events:
Milestone Event Number of Options Granted
Reaching break-even for a 1,000,000
calendar quarter
Annual net operating income 1,000,000
of $1,000,000 or more
Each increment of $1,000,000 1,000,000
of annual net operating income
in excess of $1,000,000
Each of the options granted as aforesaid shall have a term of five
years from the date granted and shall be exercisable in whole or in part
upon the delivery by Mr. Morini to the Company of written notice of
exercise. The exercise price for each of the options shall be the closing
bid price of the Company's Common Stock on the trading day immediately
preceding the Company's achievement of the related milestone event as
established by the NASDAQ System. The exercise price for any such option
shares may be evidenced by a promissory note executed by Mr. Morini in
favor of the Company and bearing interest at a rate at least equal to the
applicable federal rate established by the United States Internal Revenue
Service. The promissory note shall have a term of five years. Mr. Morini
shall have the option to extend the note for up to five additional years
provided that he pays at least one-third of the then accrued but unpaid
interest, with any remaining unpaid interest to be added to principal. Any
such promissory note shall be secured by a first priority security interest
in all shares purchased by Mr. Morini in conjunction with the exercise of
the options as evidenced by a stock pledge and security agreement executed
by Mr. Morini in favor of the Company.
The Agreement is terminable by Mr. Morini upon the delivery of written
notice of termination in the event that a majority of the Company's Board
of Directors is at any time comprised of persons for whom Mr. Morini did
not vote in his capacity as a director or a shareholder of the Company (a
``Change of Control''). If Mr. Morini abstains from voting for any person
as a director, such abstention shall be deemed to be an affirmative vote by
Mr. Morini for such person as a director.
If the Agreement is terminated, regardless of the reason for such
termination, Mr. Morini shall be entitled to retain all unexercised
Purchase Rights and options granted under the Agreement and all shares of
Common Stock issued in connection with the exercise of such Purchase Rights
and options, and shall receive all earned but unpaid base salary through
the effective date of termination and all accrued but unpaid bonuses for
the Fiscal year(s) ending prior to the effective date of termination.
Additionally, in the event that Mr. Morini's employment is terminated
without cause or due to his death, total disability or legal incompetence,
or if Mr. Morini terminates his employment upon a Change of Control, the
Company shall pay to Mr. Morini or his estate severance pay equal to three
times the amount of Mr. Morini's annual base salary (before deductions for
withholding, employment and unemployment taxes), and a bonus for the year
of termination and the following two years equal to the average of the two
bonuses paid to Mr. Morini under the Agreement.
In the event of a change of control, Mr. Morini may, at any time
thereafter, require that the Company purchase up to 1,638,564 shares of his
Common Stock at a purchase price of $.50 per share, subject to adjustment
for any increase or decrease in the number of outstanding shares of the
Company's Common Stock or in the event that the Common Stock is changed
into or exchanged for a different number or class or kind of shares or
securities of the Company, by reason of merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate
structure or the like.
The Company extended the maturity date of that certain Promissory Note
dated as of November 4, 1994, executed by Mr. Morini in favor of the
Company in the principal amount of $1,200,000 in conjunction with his
exercise of options previously granted by the Company for two
additional years until November 4, 2001.
Mr. Morini has agreed that in the event he voluntarily terminates his
employment with the Company or if he is terminated for ``cause'' (as
defined in the Agreement), he will not compete with the Company for a
period of one year following the date of termination of his employment with
the Company, whether as an employee, officer, director, partner,
shareholder, consultant or independent contractor in any business
substantially similar to that conducted by the Company within those areas
in the United States in which the Company is doing business as of the date
of termination.
As of October 11, 1995, Mr. Morini exercised the Purchase Rights with
respect to all 18,000,000 shares of Common Stock subject thereto (the
``Purchase Right Shares''). In connection with the exercise of such
Purchase Rights, Mr. Morini executed in favor of the Company a balloon
promissory note (the ``Note'') in the principal amount of $11,572,200.00.
The Note bears interest at the rate of seven percent per annum and is due
and payable in full on October 11, 2000, subject to Mr. Morini's option to
extend the Note for up to five additional years provided that he pays at
least one-third of the then accrued but unpaid interest, with any remaining
unpaid interest to be added to principal. In order to secure the Note, Mr.
Morini executed in favor of the Company a stock pledge and security
agreement pursuant to which Mr. Morini granted the Company a first priority
security interest in all of the Purchase Right Shares.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Galaxy Foods Company during the
quarter ended September 30, 1995.
Item 13. Exhibits and Reports on Form 8-K.
<PAGE>
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.)
*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.)
*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 reference.)
*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 reference.)
*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.)
*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.)
*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.)
*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.)
*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.)
*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 as exhibit 10.82 on
report 10-QSB for the quarterly period ended June 30, 1995 and incorporated
herein by reference)
*10.83 Employment Agreement dated as of October 10, 1995, by and between
Galaxy Foods Company and Angelo S. Morini (filed as exhibit 10.83 on report
8-K and incorporated herein by reference)
*10.84 Balloon Promissory Note dated as of October 11, 1995, by Angelo
S. Morini in favor of Galaxy Foods Company (filed as exhibit 10.84 on
report 8-K and incorporated herein by reference)
*10.85 Stock Pledge and Security Agreement dated as of October 11, 1995,
by and between Galaxy Foods Company and Angelo S. Morini (filed as exhibit
10.85 on report 8-K and incorporated herein by reference)
<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: November 10, 1995 /s/ Angelo S. Morini
Angelo S. Morini
Chairman and President
(Principal Executive Officer)
Date: November 10, 1995 /s/ Samuel E. Chambers II
Samuel E. Chambers II
Chief Financial Officer
(Principal Financial and Accounting
Officer)
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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