<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to ________________
Commission File number 0-16449
OMNIS TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3046892
(State of incorporation) (IRS Employer Identification No.)
851 Traeger Avenue
San Bruno, California 94066
(Address of principal executive offices)
(650) 829-6000
(Registrant's telephone number)
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
--- ---
As of November 7, 1997 there were 2,121,677 shares of registrant's Common
Stock, $.10 par value, outstanding.
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OMNIS TECHNOLOGY CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
September 30, 1997 and March 31, 1997 3
Condensed Consolidated Statements of Operations -
Three and six months ended September 30, 1997
and 1996 4
Condensed Consolidated Statements of Cash Flows -
Six months ended September 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
2
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
September 30, 1997 March 31, 1997
------------------ --------------
(Unaudited) (Derived from audited
statements)
<S> <C> <C>
Current Assets:
Cash and equivalents $ 237,000 $ 6,150,000
Trade accounts receivable, less allowance for
doubtful accounts and returns of $157,000 and
$676,000, respectively 2,352,000 1,743,000
Inventory 87,000 18,000
Other current assets 772,000 686,000
------------ ------------
Total current assets 3,448,000 8,597,000
------------ ------------
Property, furniture and equipment, net 1,641,000 1,450,000
Other Assets 400,000 -
------------ ------------
Total Assets $ 5,489,000 $ 10,047,000
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilites:
Accounts payable and accrued liabilities $ 2,574,000 $ 2,051,000
Deferred revenue 1,174,000 927,000
Current portion of long term debt 187,000 91,000
------------ ------------
Total current liabilites 3,935,000 3,069,000
------------ ------------
Long term debt, net of unamortized issuance costs of
$0 and $128,000, respectively 76,000 1,646,000
------------ ------------
Total liabilites 4,011,000 4,715,000
------------ ------------
Stockholders' Equity:
Common stock 212,000 174,000
Paid in capital 42,870,000 41,038,000
Accumulated deficit (41,726,000) (36,147,000)
Foreign currency translation adjustment 122,000 267,000
------------ ------------
Total stockholders' equity 1,478,000 5,332,000
------------ ------------
Total Liabilities and Stockholders' Equity $ 5,489,000 $ 10,047,000
------------ ------------
------------ ------------
</TABLE>
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OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30 September 30
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net revenues:
Products $ 1,671,000 $ 1,377,000 $ 2,941,000 $ 2,450,000
Services 1,131,000 1,454,000 2,270,000 3,382,000
----------- ----------- ----------- -----------
Total net revenues 2,802,000 2,831,000 5,211,000 5,832,000
Costs and expenses:
Cost of product revenues 128,000 170,000 272,000 552,000
Cost of service revenues 1,096,000 948,000 2,142,000 2,389,000
Selling 1,149,000 872,000 2,070,000 1,840,000
Marketing 1,412,000 297,000 2,912,000 650,000
Research & development 928,000 671,000 1,827,000 1,262,000
General and administrative 809,000 717,000 1,569,000 1,370,000
----------- ----------- ----------- -----------
Total costs and expenses 5,522,000 3,675,000 10,792,000 8,063,000
----------- ----------- ----------- -----------
Operating loss (2,720,000) (844,000) (5,581,000) (2,231,000)
----------- ----------- ----------- -----------
Other income (expense):
Interest income 18,000 92,000 78,000 167,000
Interest expense (15,000) (238,000) (64,000) (288,000)
Loss on foreign exchange transactions (4,000) (1,000) 3,000 (1,000)
----------- ----------- ----------- -----------
(1,000) (147,000) 17,000 (122,000)
----------- ----------- ----------- -----------
Loss before income taxes (2,721,000) (991,000) (5,564,000) (2,353,000)
Income tax expense 10,000 8,000 15,000 28,000
----------- ----------- ----------- -----------
Net loss $(2,731,000) $ (999,000) $(5,579,000) $(2,381,000)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net loss per common share: $ (1.29) $ (0.97) $ (2.94) $ (2.38)
Weighted average number of common
shares outstanding 2,109,636 1,026,199 1,899,905 1,001,779
</TABLE>
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OMNIS TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
September 30
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(5,579,000) $(2,381,000)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization expense 338,000 467,000
Capitalized software development cost
amortization expense - 300,000
Convertible debenture interest capitalized 130,000 22,000
Change in assets and liabilities:
Net (increases) decreases in assets:
Trade accounts receivable (610,000) (62,000)
Inventory (69,000) 24,000
Other current assets (87,000) (129,000)
Other assets (400,000) -
Net increases (decreases) in liabilities:
Accounts payable and accrued liabilities 523,000 (138,000)
Deferred revenue 247,000 (46,000)
----------- -----------
Net cash used for operating activities (5,507,000) (1,943,000)
----------- -----------
Cash flows from investing activities:
Purchases of property, furniture and equipment (529,000) (181,000)
Proceeds from sale of fixed assets 30,000 -
----------- -----------
Net cash used for investing activities (499,000) (181,000)
----------- -----------
Cash flows from financing activities:
Exercise of stock options - 122,000
Proceeds from stock issuance 61,000 -
Net proceeds from issuance of long-term debt - 6,835,000
Addition (Repayments) of debt 172,000 (195,000)
----------- -----------
Net cash provided by financing activities 233,000 6,762,000
----------- -----------
Effect of exchange rate changes on cash (140,000) 5,000
Net increase (decrease) in cash and equivalents (5,913,000) 4,643,000
Cash and equivalents at beginning of period 6,150,000 5,129,000
----------- -----------
Cash and equivalents at end of period $ 237,000 $ 9,772,000
----------- -----------
----------- -----------
NON CASH INVESTING AND FINANCING ACTIVITIES
Conversion of convertible subordinated debentures into common stock $ 1,870,000 $ 1,226,000
----------- -----------
----------- -----------
</TABLE>
5
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OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited financial information furnished herein reflects all
adjustments, consisting only of normal recurring items, which in the opinion
of management are necessary to fairly state the Company's financial position,
the results of its operations and the changes in its financial position for
the periods presented. These financial statements should be read in
conjunction with the Company's audited financial statements for the year
ended March 31, 1997. The results of operations for the period ended
September 30, 1997 are not necessarily indicative of results to be expected
for any other interim period or the fiscal year ending March 31, 1998.
2. Net loss per share for the three months ended September 30, 1997 is based
on the weighted average number of common shares outstanding during the
period. In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, EARNINGS PER SHARE (SFAS
128). The Company is required to adopt SFAS 128 in the third quarter of
fiscal 1998 and will restate at that time earnings per share (EPS) data for
prior periods to conform with SFAS 128. Earlier application is not permitted.
The Company has determined that adoption of SFAS 128 will not have a material
affect on net loss per share which have been previously reported. In
September, 1997 the Company effected a 1 for 10 reverse stock split. All
share data has been restated to give effect for this stock split.
3. In October 1997 the Company closed an interim debt financing of
$1,000,000 with a significant shareholder. This debt financing is secured by
substantially all the Company's assets and is scheduled to be repaid within
the next two quarters unless extended. The Company must raise additional
capital in the quarter ending December 31, 1997. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Overview". There can be no assurance that the Company will be
able to raise any capital in this time frame, or at all. In addition, if the
Company is successful in raising capital, there can be no assurance that it
will be able to do so on commercially reasonable terms. The Company is
currently nearly out of cash, and if the Company is not able to raise
additional capital, the Company may be forced to discontinue operations and
the Company's secured creditors will have first claim on substantially all of
the Company's assets. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations".
OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES
THIS REPORT ON FORM 10-Q INCLUDES A NUMBER OF FORWARD-LOOKING STATEMENTS THAT
REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED IN "MANAGEMENT'S
DISCUSSIONS AND ANALYSIS OF FINANCIAL RESULTS" AND MAY DIFFER MATERIALLY FROM
HISTORICAL OR ANTICIPATED RESULTS.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW
OMNIS Technology Corporation develops and markets tools that enable
software application development. The Company markets its products primarily
through its indirect channel consisting of VAR's, Distributors, and OEM
relationships. The Company does maintain a direct sales force that consist of
an inside telesales group that focus primarily on large, end-user customers.
6
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OMNIS Technology Corporation experienced a significant loss in the
quarter ended September 30, 1997. As a result of this and other factors, the
Company used approximately six million dollars of cash during the six months
ended September 30, 1997. The Company has recently raised $1 million in
secured debt financing from a private investor, which is secured by
substantially all of the Company's assets. In November of 1997, the Company
took several actions expected to reduce future operating costs and cash flows
including a 15% reduction in headcount, a significant cut in marketing
expenses, and instituted a stringent expense monitoring activity. Management
expects that there will be significant expense and cash flow savings during
the third and fourth fiscal quarters of fiscal 1998 as compared to the second
fiscal quarter of fiscal 1998 as a result of these actions. See" Liquidity
and Capital Resources." However, the Company is currently almost out of cash
and must raise additional funds in December 1997 in order to continue
operations. There can be no assurance that the Company will be able to raise
additional financing in this time frame on commercially reasonable terms, or
at all. If the Company is unsuccessful in raising this capital, the Company
will be required to cease operations and its secured creditors will have a
first claim on the Company's assets.
The Company has experienced significant quarterly fluctuations in
operating results during this and previous quarters and expects that these
fluctuations will continue in future periods. These fluctuations have been a
result of several factors including pricing strategies employed by the
Company or its competitors, the timing of new product releases or
enhancements to existing products, and seasonality. Since international
operations represent a significant percentage of the Company's revenues, the
Company anticipates that it may experience weaker demand in the quarters
ending September 30 as a result of reduced sales activity in Europe during
the summer months. In fiscal year 1997, operations of the Company generated
a negative cash flow. While the Company's management team has taken steps to
improve the Company's cash flow, the Company continues to generate a negative
cash flow and does not expect to become profitable until the fiscal fourth
quarter of 1998 or later. Accordingly, the Company is planning to try to
raise significant additional funds until such time as the Company achieves
profitability and positive cash flow.
During the third fiscal quarter the Company will be focusing on sales
opportunities that yield rapid deployment of our existing embedded database
technology, especially in the fields of database publishing and digital
content management. The Company has committed to decreasing sales conflicts
with its partners particularly in the service revenue area and has already
taken a number of steps in this regard. This has and will continue to have a
negative effect on service revenues as compared to previous quarters. There
can be no guarantee that the Company will be able to replace the decreasing
service revenues with new product revenues.
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
REVENUES
Total net revenues for the quarter ended September 30, 1997 were
$2,802,000, which were consistent with $2,831,000 for the three months ended
September 30, 1996. During the three months ending September 30, 1997 the
mix of product and service revenues shifted to 60% product revenues as
compared to 49% from the same period in the prior year as the Company
continues its efforts to increase the percentage of high margin product
related revenues as compared to lower margin service revenues. Total net
revenues for the six months ended September 30, 1997 decreased 11% to
$5,211,000, from $5,832,000 for the six months ended September 30, 1996.
During the six months ending September 30,
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1997 the mix of product and service revenues shifted to 56% product revenues
from 42% in the same period in the prior year as the Company continued its
efforts to increase the percentage of high margin product related revenues as
compared to lower margin service revenues.
Product revenues increased 21% to $1,671,000 for the three months ended
September 30, 1997 from $1,377,000 for the three months ended September 30,
1996. In addition product revenues increased 20% to $2,941,000 for the six
months ended September 30, 1997 from $2,450,000 for the six months ended
September 30, 1996. The increase in product revenue is attributable to the
introduction of the Company's new OMNIS studio product line as well as
product revenue related to a significant partnership formed with Airworks
Media, Inc. during the quarter.
Service revenues for the three months ended September 30, 1997 decreased
22% to $1,131,000 from $1,454,000 for the three months ended September 30,
1996. . Service revenues for the six months ended September 30, 1997
decreased 33% to $2,270,000 from $3,382,000 for the six months ended
September 30, 1996. The decrease in service revenues was a result of the
completion of two large non-recurring consulting engagements that represented
approximately $300,000 in the quarter ended September 30, 1996 and $1,000,000
of the Company's service revenues for the six months ended September 30,
1996. The Company expects service revenues related to consulting projects to
continue to decrease in future periods as it focuses on higher margin product
related revenue and shifts consulting opportunities to its external partners.
COST OF SALES
Cost of product revenues is comprised of direct costs associated with
software product sales including software packaging, documentation and
physical media costs. Cost of service revenues is comprised of customer
support (maintenance) expenses, including technical support salaries and
related expenses, and consulting related costs including consultant salaries
and related costs incurred in delivering customer consulting and training
services.
Cost of product revenues as a percentage of product revenues decreased
from 12.3% in the three months ended September 30, 1996 to 7.7% in the three
months ended September 30, 1997. Cost of product revenues as a percentage of
product revenues decreased from 23% in the six months ended September 30,
1996 to 9.2% in the six months ended September 30, 1997. The decrease in the
cost of product revenues as a percentage of product revenues in these periods
was primarily due to the absence of amortization of software development
costs in the three and six months ended September 30, 1997. The Company no
longer capitalizes research and development costs and has fully amortized all
software development costs captured in previous fiscal years.
Cost of service revenues increased as a percentage of services revenue
from 65.2% in the three months ended September 30, 1996 to 96.9% in the three
months ended September 30, 1997. Cost of service revenues increased as a
percentage of services revenue from 70.6% in the six months ended September
30, 1996 to 94.4% in the six months ended September 30, 1997. The increase
in cost of service revenues as a percentage of service revenues were
primarily due to lower billing rates charged to customers and lower
utilization rates for the Company's consulting staff as well as costs
associated with the development of training materials for the Company's new
products. The Company expects service revenues margins related to consulting
projects to continue to be lower than it was in the fiscal year ended March
31, 1997 as it focuses on higher margin product related revenue and shifts
consulting opportunities to its external partners.
SELLING EXPENSE
Selling expenses increased from $872,000 for the three months ended
September 30, 1996 to $1,149,000 million for the three months ended September
30, 1997. Selling expenses increased from
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$1,840,000 for the six months ended September 30, 1996 to $2,070,000 for the
six months ended September 30, 1997. These increases in selling expenses were
primarily due to increases in headcount and higher commissions paid to sales
personnel as a result of higher product sales during these periods.
MARKETING EXPENSE
Marketing expenses increased from $297,000 for the three months ended
September 30, 1996 to $1,412,000 for the three months ended September 30,
1997. Marketing expenses increased from $650,000 for the six months ended
September 30, 1996 to $2,912,000 for the six months ended September 30, 1997.
These increases in marketing costs were primarily due to costs associated
with the Company's lead generation effort, including trade shows and
advertising, as well as start-up costs associated with the introduction of
new products and public relations costs. The Company expects significant
decreases in marketing expenses during future periods as it believes it that
its trade-show and public relations costs can now be moderated.
RESEARCH AND DEVELOPMENT EXPENSE
Research and development costs increased to $928,000 for the three months
ended September 30, 1997 as compared to $671,000 for the three months ended
September 30, 1996, primarily due to increased headcount in the Company's
quality assurance department and the use of outside consultants to design
portions of the Company's new products. Research and development costs
increased to $1,827,000 for the six months ended September 30, 1997 as
compared to $1,262,000 for the six months ended September 30, 1996, primarily
due to increased investment in the Company's new products. The Company
continues to invest in the development of new products aimed at sales
opportunities that the Company believes will expand its markets but expects
research and development expense to decrease in future quarters as they
decrease the use of expensive consultants in favor of better utilizing the
Company's employees.
GENERAL AND ADMINISTRATIVE EXPENSE
General and administrative expenses increased to $809,000 for the three
months ended September 30, 1997 from $717,000 for the three months ended
September 30, 1996. The increase in general and administrative expense was
primarily due to an increase in rent expense and expenses associated with the
move of the Company's headquarters to new facilities in San Bruno,
California. The lease on the Company's previous facilities, which was at a
below-market rate, terminated on May 31, 1997 and the rent for the Company's
new facilities is at a market rate. General and administrative expenses
increased to $1,569,000 for the six months ended September 30, 1997 from
$1,370,000 for the six months ended September 30, 1996. The increase in
general and administrative expense was primarily due to the increase in rent
of the Company's new facilities in San Bruno, and the recognition of a
one-time expense in physically moving to its new facility in the first fiscal
quarter ended June 30, 1997. The Company is taking steps to reduce its
general and administrative expenses.
OTHER INCOME (EXPENSE)
Other income (expense) is comprised primarily of interest income earned
on cash and equivalents, interest expense, and any gain or loss on foreign
currency transactions. Interest income decreased to $18,000 for the three
months ended September 30, 1997 from $92,000 for the three months ended
September 30, 1996, primarily due to lower average balances of cash and
equivalents. Interest expense decreased to $15,000 for the three months
ended September 30, 1997 from $238,000 for the three months ended September
30, 1996 due primarily to full conversion of the 8% Convertible Debentures
during this period. Interest income decreased to $78,000 for the six months
ended September 30, 1997 from $167,000 for the six months ended September 30,
1996, primarily due to lower average balances of cash and equivalents.
Interest expense decreased to $64,000 for the six
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months ended September 30, 1997 from $288,000 for the six months ended
September 30, 1996 due primarily to full conversion of the 8% Convertible
Debentures during this period.
RISK FACTORS
The Company has experienced significant quarterly fluctuations in
operating results and anticipates such fluctuations in the future. The
Company generally ships orders as received and, as a result, typically has
little or no backlog. Quarterly revenues and operating results, therefore,
depend on the volume and timing of orders received during the quarter, which
are difficult to forecast. Furthermore, the Company has typically sold to
large corporate enterprises which often purchase in significant
quantities and therefore the timing of the receipt of such orders could cause
significant fluctuations in operating results. Historically, the Company has
often recognized a substantial portion of its license revenues in the last
month of each quarter. Service revenues tend to fluctuate as consulting
projects, which may continue over several quarters, are undertaken or
completed. Operating results may also fluctuate due to factors such as the
demand for the Company's products, the size and timing of customer orders,
the introduction of new products and product enhancements by the Company or
its competitors, changes in the proportion of revenues attributable to
licenses and service fees, commencement or conclusion of significant
consulting projects, changes in the level of operating expenses, use of
outside consultants, costs of terminating employees and competitive
conditions in the industry.
The Company's staffing and other operating expenses are based on
anticipated revenue, a substantial portion of which is not typically
generated until the end of each quarter. As a result, despite careful
planning, delays in the receipt of orders can cause significant variations in
operating results from quarter to quarter.
A number of additional factors have, from time to time, caused and may in
the future cause the Company's revenues and operating results to vary
substantially from period-to-period. These factors include: pricing
competition, delays in introduction of new products or product enhancements,
size and timing of demand for existing products and shortening of product
life cycle, inventory obsolescence and general economic conditions.
The Company's future operating results will depend, to a considerable
extent, on its ability to rapidly and continuously develop new products that
offer its customers enhanced performance at competitive prices. Inherent in
this process are a number of risks. The development of new, enhanced
software products is a complex and uncertain process requiring high levels of
innovation from the Company's designers as well as accurate anticipation of
customers and technical trends by the marketing staff. Once a product is
developed, the Company must rapidly bring it into production, a process that
requires long lead times on some product components and accurate forecasting
of production volumes, among other things, in order to achieve acceptable
product costs.
The Company's operating expenses may increase as it expands its
operations. During fiscal 1998, the Company plans to continue to make
significant investments in product development, marketing and expansion of
its sales channel in an effort to increase its presence in the increasingly
competitive client/server market place. Future operating results will be
adversely affected if net revenues do not increase accordingly.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company's principal sources of liquidity
consisted of cash and equivalents of $237,000.
10
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The Company's working capital position (not considering deferred revenues
which will be recognized during the next twelve months) decreased to a
$687,000 at September 30, 1997 from $6.4 million at March 31, 1997. This
decrease in working capital during the second quarter of fiscal 1998 was
primarily due to the Company's net loss during the six months ended September
30, 1997.
In November of 1997, the Company took several actions expected to reduce
future operating costs and cash flows including a 15% reduction in headcount,
a significant cut in marketing expenses, and instituted a stringent expense
monitoring plan. Management expects that there will be significant expense
and cash flow savings during the third and fourth fiscal quarters of fiscal
1998 as compared to the second fiscal quarter of fiscal 1998 as a result of
these actions.
The Company has operated at a loss for the last four years. In fiscal
year 1997, operations of the Company generated a negative cash flow.
Although the Company's management team has taken steps to improve the
Company's cash flow through (i) more effective marketing of its products;
(ii) focusing research and development expenditures on products that have a
shorter payback period; (iii) improving operational efficiencies; and (iv)
converting the Convertible Debentures into common stock of the Company. With
these improvements, the Company continues to generate a negative cash flow
and does not expect to become profitable until late fiscal year 1998 or
later. There can be no assurance that the Company will be able to
significantly reduce its cash used by operations or achieve profitability in
the near future or at all. The Company does not currently have an
established line of credit with a commercial bank. Such a credit facility
may be difficult to obtain with the Company's historical operating results.
In November of 1998 a significant shareholder given the Company a short-term
secured loan in anticipation of the Company raising additional equity, as
previously discussed. This loan has an interest rate of 6% and unless
extended by the lender is due in December, 1997 and is secured by
substantially all of the Company's assets. Accordingly, the Company is
exploring various options to raise additional capital to support management's
current efforts to improve the Company's operating performance but has not
finalized any plans. However, the Company must raise additional capital in
December 1997 in order to continue operations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Overview".
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OMNIS TECHNOLOGY CORPORATION
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of shareholders held on September 16, 1997, the
following matters were submitted and approved by a vote of security holders:
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To elect the following directors:
Richard J. Hanschen (For: 1,921,767; Withheld: 8,599)
Timothy P. Negris (For: 1,921,211; Withheld: 9,154)
The following directors were continued in office: Christopher J.
Steffen, William E. Konrad, and David C. Colby.
To approve the amendment of the Company's Restated Certificate of
Incorporation to effect a name change of the Company to OMNIS Technology
Corporation. (For: 1,927,029; Against: 1,386; Abstain: 1,950)
To approve an amendment to the Company's 1996 Stock Plan to increase the
number of shares of Common Stock reserved for issuance thereunder from
450,000 shares to 1,300,000 shares. (For: 1,772,597; Against: 142,837;
Abstain: 4,879)
To approve an amendment of the Company's Restated Certificate of
Incorporation whereby one new share of Common Stock would be issued for each
ten presently outstanding shares of Common Stock. (For: 1,704,364; Against:
131,861; Abstain: 5,030)
To approve an amendment to the Company's 1994 Employee Stock Purchase Plan
to increase the number of shares of Common Stock reserved for issuance
thereunder from 225,000 shares to 400,000 shares. (For: 1,791,951; Against:
131,984; Abstain: 6,431)
To ratify the appointment of Deloitte & Touche LLP as independent public
accountants of the Company for the fiscal year ending March 31, 1998. (For:
1,924,693; Against: 1,650; Abstain: 4,022)
All vote tabulations stated herein are adjusted for the one-for-ten reverse
stock split.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
13
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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.
Date: November 14, 1997 OMNIS TECHNOLOGY CORPORATION
(Registrant)
/s/ Timothy P. Negris
--------------------------
Timothy P. Negris
President and Chief
Executive Officer
/s/ Ken Holmes
-------------------------
Ken Holmes
Director of Finance
14
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