SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934 (Fee Required)
For the Fiscal Year Ended December 31, 1994
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from to
Commission file number 0-16208
WESTFORD TECHNOLOGY VENTURES, L.P.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-3423417
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17 Academy Street, 5th Floor
Newark, New Jersey 07102-2905
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 624-2131
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of class)
<PAGE>
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
At March 17, 1995, 11,204 units of limited partnership interest ("Units") were
held by non-affiliates of the registrant. There is no established public trading
market for such Units.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement relating to the 1995 Annual Meeting
of the Limited Partners of the Registrant, to be held on June 16, 1995 (the
"Annual Meeting Proxy Statement") are incorporated herein by reference in Part
III hereof. The Annual Meeting Proxy Statement will be filed with the Commission
not later than 120 days after the close of the fiscal year ended December 31,
1994.
Portions of the Registrant's Form 10-Q for the quarter ended March 31, 1994
filed with the Securities and Exchange Commission on May 15, 1994 are
incorporated by reference in Part I hereof.
Portions of the Registrant's Form 10-Q for the quarter ended June 30, 1994 filed
with the Securities and Exchange Commission on August 12, 1994 are incorporated
by reference in Part I hereof.
Portions of the Registrant's Form 10-Q for the quarter ended September 30, 1994
filed with the Securities and Exchange Commission on November 11, 1994 are
incorporated by reference in Part I hereof.
<PAGE>
PART I
Item 1. Business.
Formation
Westford Technology Ventures, L.P. (the "Partnership") is a Delaware limited
partnership formed on September 3, 1987. WTVI Co., L.P., the managing general
partner of the Partnership (the "Managing General Partner"), and four
individuals (the "Individual General Partners") are the general partners of the
Partnership. Hamilton Capital Management Inc. (the "Management Company") is the
general partner of the Managing General Partner and the management company of
the Partnership. The Partnership began its principal operations on December 1,
1988.
The Partnership operates as a business development company under the Investment
Company Act of 1940. The Partnership's investment objective is to achieve
long-term capital appreciation by making venture capital investments in new and
developing companies and other special investment situations. The Partnership
considers this activity to constitute the single industry segment of venture
capital investing.
In 1988 and 1989, the Partnership publicly offered, through The Stuart-James
Company, Incorporated (the "Selling Agent"), 35,000 units of limited partnership
interest ("Units") at $1,000 per Unit. The Units were registered under the
Securities Act of 1933 pursuant to a Registration Statement on Form N-2 (File
No. 33-16891) which was declared effective on May 12, 1988. The Partnership held
its initial and final closings on November 25, 1988 and January 31, 1989,
respectively. A total of 11,217 Units were sold to limited partners (the
"Limited Partners"). Gross capital contributions to the Partnership total
$11,333,170; $11,217,000 from the Limited Partners, $112,170 from the Managing
General Partner and $4,000 from the Individual General Partners.
The Partnership is scheduled to terminate on December 31, 1998, subject to the
right of the Individual General Partners to extend the term for up to two
additional two-year periods if they determine that such extensions are in the
best interest of the Partnership. The Partnership will terminate no later than
December 31, 2002.
The Venture Capital Investments
During the year ended December 31, 1994, the Partnership invested $1.5 million
in four existing portfolio companies. From its inception to December 31, 1994,
the Partnership had invested $9.2 million in eight portfolio investments, or
approximately 90% of the original net proceeds of $10.2 million available for
investment in venture situations. At December 31, 1994, the Partnership has
investments in six portfolio companies with an aggregate cost of $7.7 million
and a fair value of $7.5 million. The Partnership has fully or partially
liquidated investments with an aggregate cost of $1.5 million. These liquidated
investments returned $385,000 to the Partnership. As a result, as of December
31, 1994, the Partnership had a cumulative net realized loss from its venture
capital investments of $1.1 million.
The Partnership's $3.4 million investment in Spectrix Corporation was valued at
$3.8 million at December 31, 1994. This investment represented 44.4% of the
total cost and 51.2% of the total fair value of the Partnership's investment
portfolio at December 31, 1994.
The descriptions of the Partnership's follow-on investments in Spectrix
Corporation and Thunderbird Technologies, Inc. set forth in Item 5 of Part II of
the Partnership's quarterly report on Form 10-Q for the quarter ended March 31,
1994 is incorporated herein by reference.
The description of the Partnership's follow-on investments in Spectrix set forth
in Item 5 of Part II of the Partnership's quarterly report on Form 10-Q for the
quarter ended June 30, 1994 are incorporated herein by reference.
The descriptions of the Partnership's follow-on investments in Spectrix
Corporation, Cybernetics Systems International Corp. and Inn-Room Systems, Inc.
set forth in Item 5 of Part II of the Partnership's quarterly report on Form
10-Q for the quarter ended September 30, 1994 are incorporated herein by
reference.
In October and November 1994, the Partnership purchased 8% promissory notes of
Spectrix Corporation aggregating $100,000 in face value and warrants to purchase
100,000 shares of the company at $.50 per share for $100,000. In December 1994,
the Partnership purchased 62,500 preferred shares of Spectrix for $250,000 and
converted its promissory notes totaling $500,000 and accrued interest of $18,940
into 129,735 preferred shares of the company. Additionally, in connection with
these transactions, the Partnership received warrants to purchase 76,894 shares
of Spectrix common stock at $.50 per share and a warrant to purchase 25,000
shares of Spectrix common stock at $5 per share.
On November 22, 1994, the Partnership purchased 214,800 shares of Inn-Room
Systems, Inc. common stock for $107,400.
During December 1994, the Partnership converted its demand notes due from
Cybernetics Systems International Corp. totaling $170,000 and $15,267 of accrued
interest into 840 preferred shares of the company. Additionally, in connection
with the note conversion, the Partnership received a warrant to purchase 70,795
shares of the company's common stock at $.52 per share.
Competition
The Partnership encounters competition from other entities having similar
investment objectives. Primary competition for venture capital investments has
been from venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small business
investment companies and wealthy individuals. Competition also may develop from
foreign investors and from large industrial and financial companies investing
directly rather than through venture capital affiliates. The Partnership has
been a co-investor with other professional venture capital investors and these
relationships have generally expanded the Partnership's access to investment
opportunities.
<PAGE>
Employees
The Partnership has no employees. The Managing General Partner, subject to the
supervision of the Individual General Partners, manages and controls the
Partnership's venture capital investments. The Management Company performs, or
arranges for others to perform, the management and administrative services
necessary for the operation of the Partnership and is responsible for managing
the Partnership's short-term investments.
Item 2. Properties.
The Partnership does not own or lease physical properties.
Item 3. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fourth quarter
of the fiscal year covered by this report.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
There is no established public trading market for the Units and it is not
anticipated that any public market for the Units will develop. Consequently,
Limited Partners cannot easily liquidate their investment in the event of
emergency or for other reasons. Several independent broker/dealers provide an
informal secondary market for limited partnership interests. Units of limited
partnership interest of the Partnership have traded through this market on a
limited basis. Transfers of Units are subject to certain restrictions in the
Partnership Agreement and also may be affected by restrictions on resale imposed
by the laws of certain states. The approximate number of holders of Units as of
March 17, 1995 is 1,850. The Managing General Partner and the four Individual
General Partners of the Partnership also hold interests in the Partnership. See
Item 12 of this report "Security Ownership of Certain Beneficial Owners and
Management".
The Partnership did not make any distributions to its Partners in 1994, 1993 or
1992.
<PAGE>
Item 6. Selected Financial Data.
($ In Thousands, Except For Per Unit Information)
<TABLE>
Years Ended December 31,
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net investment income (loss) $ (295) $ (269) $ (134) $ (69) $ 83
Realized loss on investments (384) - (700) - -
Net change in unrealized appreciation/
depreciation of investments 180 95 (35) (425) (42)
Net increase/(decrease) in net assets
resulting from operations (500) (173) (869) (493) 41
Net assets 8,432 8,932 9,105 9,974 10,468
Net unrealized depreciation of portfolio
investments (227) (406) (501) (467) (42)
Cost of portfolio investments purchased 1,464 1,143 1,150 1,523 1,753
Cumulative cost of portfolio investments 9,151 7,687 6,544 5,394 3,871
PER UNIT OF LIMITED
PARTNERSHIP INTEREST
Net asset value, including net unrealized
depreciation of investments $ 744 $ 788 $ 803 $ 880 $ 924
Net investment income (Loss) (26) (24) (14) (8) 7
Realized loss on investments (34) - (58) - -
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
At December 31, 1994, the Partnership held $779,000 in cash and short-term
investments: $498,000 in short-term securities with maturities of less than one
year and $281,000 in an interest-bearing cash account. The Partnership earned
$53,000, $89,000 and $191,000 of interest from such investments for the years
ended December 31, 1994, 1993 and 1992, respectively. Interest earned from
short-term investments in future periods is subject to fluctuations in
short-term interest rates and changes in amounts available for investment in
such securities.
During 1994, the Partnership invested $1.5 in four existing portfolio companies.
From its inception to December 31, 1994, the Partnership had invested $9.2
million in 8 venture capital investments, representing 90% of the $10.2 million
of original net proceeds to the Partnership.
Funds needed to cover the Partnership's future follow-on investments and
operating expenses will be obtained from existing cash reserves, interest and
other income from portfolio investments and proceeds from the sale of portfolio
investments.
Results of Operations
For the years ended December 31, 1994, 1993 and 1992, the Partnership had a net
realized loss from operations of $679,000, $269,000 and $834,000, respectively.
Net realized gain or loss from operations is comprised of 1) net realized gains
or losses from portfolio investments and 2) net investment income or loss
(interest and dividend income less operating expenses).
Realized Gains and Losses from Portfolio Investments - In June 1994, the
Partnership realized a $384,000 loss from the sale of its investment in Eidetics
Incorporated. The Partnership sold its Eidetics holdings, along with other
former owners of Eidetics, as part of a management buyout of the company. The
Partnership received a $4,190 cash down payment and potential future payments to
be determined by the actual cash receipts of the new company for five years from
the buyout date. At the time of the buyout, such future payments were estimated
to aggregate $354,000 over the five year period.
The Partnership had no realized gains or losses from portfolio investments for
the year ended December 31, 1993.
For the year ended December 31, 1992, the Partnership had a $700,000 net
realized loss from portfolio investments. In November 1992, Softstrip, Inc.
filed for protection under Chapter 11 of the federal Bankruptcy Code. As a
result, the Partnership wrote-off its $500,000 investment in the company. In
September 1992, Picture Productions, L.P. ("PPLP") acquired the assets of
Visicon, Inc. The Partnership sold its Visicon holdings for a limited
partnership interest in PPLP valued at $10,000, resulting in a $200,000 loss on
its $210,000 investment in Visicon.
Investment Income and Expenses - Net investment loss for the years ended
December 31, 1994, 1993 and 1992 was $295,000, $269,000 and $134,000,
respectively. The $26,000 increase in net investment loss for 1994 compared to
1993 was the result of an $80,000 decrease in investment income for 1994 which
was only partially offset by a $54,000 reduction in operating expenses for 1994.
Interest earned from short-term investments declined $36,000 for 1994, from
$89,000 in 1993 to $53,000 in 1994. This decrease primarily was the result of a
reduction in the amount of funds invested in such securities during 1994
compared to 1993. Interest and other income from portfolio investments declined
$45,000 for the 1994 period, from $86,000 in 1993 to $41,000 in 1994. This
decrease primarily was due to the reversal, during 1994, of $30,000 of accrued
interest due from Eidetics. This receivable was written-off in connection with
the sale of the Partnership's investment in Eidetics, as discussed above. The
$54,000 decline in operating expenses for 1994 compared to 1993, primarily is
attributable to $61,000 of amortization expense included in the 1993 period.
Organizational costs of $332,000 were amortized over a five year period which
was completed on December 1, 1993.
The $134,000 increase in net investment loss for 1993 compared to 1992 primarily
was due to a $165,000 decline in investment income for 1993. Interest earned
from short-term investments declined $102,000 for 1993 compared to 1992,
primarily due to a reduction in the amount of funds invested in such securities
and a decline in short-term interest rates during 1993. Interest and other
income from portfolio investments declined $62,000 for 1993 compared to 1992,
primarily due to the conversion of debt securities into equity securities of
Spectrix during 1993. This $165,000 decline in investment income was partially
offset by a $30,000 decline in operating expenses for 1993 compared to 1992,
primarily due to a reduced management fee for the 1993 period, as discussed
below.
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership. The Management Company receives a management fee at an annual rate
of 2.5% of the gross capital contributions to the Partnership (net of selling
commissions and organizational expenses paid by the Partnership), reduced by
capital distributed and realized losses, with a minimum annual fee of $200,000.
The management fee for the years ended December 31, 1994, 1993 and 1992 was
$226,000, $234,000 and $248,000, respectively. To the extent possible, the
management fee and other expenses incurred by the Partnership are paid with
funds provided from operations. Funds provided from operations for the periods
discussed, primarily were obtained from interest received from short-term
investments and interest and other income earned from portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation of Portfolio
Investments - For the year ended December 31, 1994, the Partnership had a
$45,000 net unrealized loss primarily resulting from a decrease in the public
market price of Cincinnati Bell Inc.'s common stock. Additionally during 1994,
$225,000 was transferred from unrealized loss to realized loss due to the sale
of the Partnership's investment in Eidetics, as discussed above. The $225,000
transfer from unrealized loss to realized loss less the $45,000 unrealized loss
resulted in a $180,000 increase in net unrealized appreciation of investments
for 1994.
For the year ended December 31, 1993, the Partnership had a $95,000 net
unrealized gain from its portfolio investments resulting from the net upward
revaluation of certain portfolio investments.
For the year ended December 31, 1992, the Partnership had a net unrealized loss
of $410,000 from its portfolio investments, primarily resulting from the
downward revaluation of its investments in Inn-Room Systems, Inc. and Cincinnati
Bell Inc. Additionally during 1992, the Partnership transferred $375,000 from
unrealized loss to realized loss relating to the write-off of its investment in
Softstrip, as discussed above. The $410,000 unrealized loss, offset by the
$375,000 transfer from unrealized loss to realized loss, resulted in a $35,000
decrease in the Partnership's unrealized appreciation of investments for 1992.
Net Assets - Changes to net assets resulting from operations are comprised of 1)
net realized gain or loss from operations and 2) changes in net unrealized
appreciation or depreciation of portfolio investments. For the years ended
December 31, 1994, 1993 and 1992, Partnership had a net decrease in net assets
resulting from operations of $500,000, $173,000 and $869,000, respectively.
At December 31, 1994, the Partnership's net assets were $8.4 million, down
$500,000 from $8.9 million at December 31, 1993. The $500,000 decrease was
comprised of the $679,000 net realized loss from operations offset by the
$180,000 unrealized appreciation of investments for 1994.
At December 31, 1993, the Partnership's net assets were $8.9 million, down
$173,000 from $9.1 million at December 31, 1992. This decrease was comprised of
the $269,000 net realized loss from operations offset by the $95,000 unrealized
appreciation of investments for 1993.
At December 31, 1992, the Partnership's net assets were $9.1 million, down
$869,000 from $10 million at December 31, 1991. The $869,000 decrease was
comprised of the $834,000 net realized loss from operations and the $35,000
unrealized depreciation of investments for 1992.
Gains and losses from investments are allocated to the Partners' capital
accounts when realized in accordance with the Partnership Agreement (see Note 3
of Notes to Financial Statements). However, for purposes of calculating the net
asset value per unit of limited partnership interest ("Unit"), net unrealized
depreciation of investments has been included as if the net depreciation had
been realized and allocated to the Limited Partners in accordance with the
Partnership Agreement. Pursuant to such calculation, the net asset value per
$1,000 Unit at December 31, 1994, 1993 and 1992 was $744, $788 and $803,
respectively.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
WESTFORD TECHNOLOGY VENTURES, L.P.
INDEX
Report of Independent Certified Public Accountants - BDO Seidman
Independent Auditors' Report - Deloitte & Touche LLP
Balance Sheets as of December 31, 1994 and 1993
Schedule of Portfolio Investments as of December 31, 1994 Schedule of Portfolio
Investments as of December 31, 1993
Statements of Operations for the years ended December 31, 1994, 1993 and 1992
Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992
Statements of Changes in Partners' Capital for the years ended December 31,
1992, 1993 and 1994
Notes to Financial Statements
NOTE - All schedules are omitted because of the absence of conditions under
which they are required or because the required information is included in the
financial statements or the notes thereto.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Westford Technology Ventures, L.P.
We have audited the accompanying balance sheet of Westford Technology Ventures,
L.P. (the "Partnership"), including the schedule of portfolio investments, as of
December 31, 1994, and the related statements of operations, cash flows and
changes in partners' capital for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westford Technology Ventures,
L.P. at December 31, 1994, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
As explained in Note 2, the financial statements include investments valued at
$6,725,325, representing 80% of partners' capital as of December 31, 1994 whose
values have been estimated by the managing general partner in the absence of
readily ascertainable market values. We have reviewed the procedures used by the
managing general partner in arriving at its estimates of value of such
investments and have inspected underlying documentation and, in the
circumstances, we believe the procedures are reasonable and the documentation
appropriate. However, because of the inherent uncertainty of valuation, those
estimated values may differ significantly from the values that would have been
used and a ready market for the investments existed, and the differences could
be material.
BDO Seidman
New York, New York
February 14, 1995
<PAGE>
INDEPENDENT AUDITORS' REPORT
Westford Technology Ventures, L.P.
We have audited the accompanying balance sheet of Westford Technology Ventures,
L.P. (the "Partnership"), including the schedule of portfolio investments, as of
December 31, 1993, and the related statements of operations, cash flows, and
changes in partners' capital for each of the two years in the period ended
December 31, 1993. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1993 by correspondence with the
custodian; where confirmation was not possible, we performed other audit
procedures. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Westford Technology Ventures, L.P. at
December 31, 1993, and the results of its operations, its cash flows and changes
in its partners' capital for each of the two years in the period ended December
31, 1993 in conformity with generally accepted accounting principles.
As explained in Note 2, the financial statements include securities valued at
$5,682,293 at December 31, 1993 representing 64% of net assets, whose values
have been estimated by the Managing General Partner in the absence of readily
ascertainable market values. We have reviewed the procedures used by the
Managing General Partner in arriving at its estimate of value of such securities
and have inspected underlying documentation, and, in the circumstances, we
believe the procedures are reasonable and the documentation appropriate.
However, because of the inherent uncertainty of valuation, those estimated
values may differ significantly from the values that would have been used had a
ready market for the securities existed, and the differences could be material.
Deloitte & Touche LLP
New York, New York
February 22, 1995
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
December 31,
<TABLE>
1994 1993
---- ----
<S> <C> <C>
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $7,681,237 at
December 31, 1994 and $6,856,330 at December 31, 1993) $ 7,454,603 $ 6,450,118
Short-term investments, at amortized cost - Note 7 497,769 1,747,661
Cash and cash equivalents 281,341 744,390
Receivable from securities sold (net of unamortized discount of $101,530) 225,760 -
Accrued interest receivable 11,343 39,028
------ ------
TOTAL ASSETS $ 8,470,816 $ 8,981,197
= ========= = =========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 28,143 $ 30,469
Due to Management Company - Note 4 - 8,500
Due to Independent General Partners - Note 5 10,500 10,500
------ ------
Total liabilities 38,643 49,469
------ ------
Partners' Capital:
Managing General Partner 85,701 92,423
Individual General Partners 3,010 3,250
Limited Partners (11,217 Units) 8,570,096 9,242,267
Unallocated net unrealized depreciation of investments - Note 2 (226,634) (406,212)
-------- --------
Total partners' capital 8,432,173 8,931,728
--------- ---------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 8,470,816 $ 8,981,197
= ========= = =========
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1994
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Cincinnati Bell Inc.(A)(B)
<C> <C> <C> <C>
41,673 shares of Common Stock Nov. 1989 $ 817,575 $ 729,278
----------------------------- --------- - ------- - -------
Cybernetics Systems International Corp.*(C)
100,000 shares of Common Stock Mar. 1990 224,970 224,970
4,520 shares of Preferred Stock 1,126,821 1,126,821
Warrants to purchase 78,295 shares of Common Stock
at $.52 per share, expiring between 12/31/98 and 3/23/00 375 375
-------------------------------------------------------- --- ---
Inn-Room Systems, Inc.*
1,342,491 shares of Common Stock Oct. 1989 1,243,686 671,254
Warrants to purchase 206,003 shares of Common Stock at
$0.01 per share, expiring between 12/31/97 and 6/30/98 74,603 100,941
------------------------------------------------------ ------ -------
Picture Productions, L.P.
1% Limited Partnership Interest Dec. 1991 10,000 10,000
------------------------------- --------- ------ ------
Spectrix Corporation*(D)
679,804 shares of Preferred Stock June 1989 3,261,351 2,719,216
274,862 shares of Common Stock 142,681 1,099,448
Warrants to purchase 336,894 shares of Common Stock
at $.50 per share, expiring between 12/31/97 and 12/2/99 0 0
Warrants to purchase 25,000 shares of Common Stock at
$5 per share, expiring 12/2/99 0 0
Options to purchase 5,000 shares of Common Stock at
$4 per share, expiring 4/26/96 6,875 0
------------------------------ ----- -
Thunderbird Technologies, Inc.
581,533 shares of Preferred Stock Oct. 1992 581,533 581,533
Convertible Promissory Note at prime 190,767 190,767
------------------------------------ ------- -------
TOTALS(E) $ 7,681,237 $ 7,454,603
= ========= = =========
</TABLE>
(A) Public company
(B) In January 1995, the Partnership sold 20,000 common shares of Cincinnati
Bell Inc. for $389,000, realizing a loss of $4,000.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS - continued
December 31, 1994
(C) During December 1994, the Partnership converted demand notes totaling
$170,000 and $15,267 of accrued interest due from Cybernetics Systems
International Corp. into 840 preferred shares of the company. Additionally,
in connection with the note conversion, the Partnership received a warrant
to purchase 70,795 shares of the company's common stock at $.52 per share.
Also in December 1994, the company effected a 100-for-1 split of its common
stock. As a result, the Partnership exchanged its 1,000 common shares of
Cybernetics and warrant to purchase 75 common shares at $52.13 per share
for 100,000 common shares and a warrant to purchase 7,500 common shares of
the company at $.52 per share.
(D) During 1994, the Partnership purchased promissory notes with a face value
totaling $500,000 and warrants to purchase 260,000 shares of common stock
of Spectrix Corporation for $500,000. In 1994, the Partnership also
purchased 62,500 preferred shares of Spectrix for $250,000 and converted
the $500,000 of promissory notes and accrued interest of $18,940 into
129,735 preferred shares of the company. Additionally, in connection with
these transactions, the Partnership received warrants to purchase 76,894
shares of Spectrix common stock at $.50 per share and warrants to purchase
25,000 common shares at $5.00 per share.
(E) In April 1994, Eidetics Incorporated was sold in a management buyout for a
$4,190 cash down payment and potential future payments to be determined by
the actual cash receipts of the acquiring company for five years from the
buyout date. The Partnership recorded a $251,000 receivable related to such
expected future payments. The Partnership realized a $384,000 loss from
this transaction in 1994.
* May be deemed an affiliated person of the Partnership as defined in the
Investment Company Act of 1940.
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1993
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Cincinnati Bell Inc.(A)
<C> <C> <C> <C>
41,673 shares of Common Stock Nov. 1989 $ 817,575 $ 767,825
----------------------------- --------- - ------- - -------
Cybernetics Systems International Corp.*
1,000 shares of Common Stock Mar. 1990 224,970 224,970
3,680 shares of Preferred Stock 941,554 941,554
Warrant to purchase 75 shares of Common Stock
at $52.13 per share, expiring 3/23/00 375 375
Demand Notes at prime + 1% 170,000 170,000
-------------------------- ------- -------
Eidetics Incorporated*
619,481 shares of Preferred Stock Sept. 1989 500,000 275,000
9.5% Demand Notes 139,000 139,000
----------------- ------- -------
Inn-Room Systems, Inc.*
1,127,691 shares of Common Stock Oct. 1989 1,136,286 563,855
Warrants to purchase 206,003 shares of Common Stock at
$0.01 per share, expiring between 12/31/97 and 6/30/98 74,603 100,940
------------------------------------------------------ ------ -------
Picture Productions, L.P.
1% Limited Partnership Interest Dec. 1991 10,000 10,000
------------------------------- --------- ------ ------
Spectrix Corporation*
487,569 shares of Preferred Stock June 1989 2,492,411 1,950,276
274,862 shares of Common Stock 142,681 1,099,448
Warrants to purchase 5,000 shares of Common Stock
at $.50 per share, expiring 3/8/96 0 0
Options to purchase 5,000 shares of Common Stock
at $4 per share, expiring 4/26/96 6,875 6,875
--------------------------------- ----- -----
Thunderbird Technologies, Inc.
160,000 shares of Preferred Stock Oct. 1992 200,000 200,000
--------------------------------- --------- ------- -------
TOTALS $ 6,856,330 $ 6,450,118
= ========= = =========
</TABLE>
(A) Public company
* May be deemed an affiliated person of the Partnership as defined in the
Investment Company Act of 1940.
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
<TABLE>
1994 1993 1992
---- ---- ----
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C> <C>
Interest from short-term investments $ 53,353 $ 89,186 $ 191,168
Interest and other income from portfolio investments 41,290 86,076 148,436
------ ------ -------
Total investment income 94,643 175,262 339,604
------ ------- -------
Expenses:
Management fee - Note 4 225,976 233,700 248,136
Professional fees 107,406 86,226 94,023
Independent General Partners' fees - Note 5 42,000 42,000 42,000
Mailing and printing 13,181 20,587 23,620
Amortization of deferred organizational costs - Note 2 - 61,395 66,319
Miscellaneous 1,000 - -
----- - -
Total expenses 389,563 443,908 474,098
------- ------- -------
NET INVESTMENT LOSS (294,920) (268,646) (134,494)
Net realized loss from portfolio investments (384,213) - (699,996)
-------- - --------
NET REALIZED LOSS FROM OPERATIONS
(allocable to Partners) - Note 3 (679,133) (268,646) (834,490)
Net change in unrealized depreciation of investments 179,578 95,244 (34,614)
------- ------ -------
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ (499,555) $ (173,402) $ (869,104)
= ======== = ======== = ========
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
<TABLE>
1994 1993 1992
---- ---- ----
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C> <C>
Net investment loss $ (294,920) $ (268,646) $ (134,494)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Amortization of deferred organizational costs - 61,395 66,319
Decrease in accrued interest on short-term investments 6,015 8,910 40,389
(Increase) decrease in receivables 26,977 54,454 (54,251)
Increase (decrease) in payables (10,826) 11,221 (199,117)
(Increase) decrease in other assets - 3,125 (2,625)
- ----- ------
Cash used for operating activities (272,754) (129,541) (283,779)
-------- -------- --------
CASH PROVIDED FROM (USED FOR) INVESTING
ACTIVITIES
Net return of short-term investments 1,243,877 1,934,686 1,322,660
Purchase of portfolio investments (1,463,907) (1,142,939) (1,149,808)
Proceeds from the sale of portfolio investments 29,735 - -
Repayment of demand notes - - 105,000
- - -------
Cash provided from (used for) investing activities (190,295) 791,747 277,852
-------- ------- -------
Increase (decrease) in cash and cash equivalents (463,049) 662,206 (5,927)
Cash and cash equivalents at beginning of period 744,390 82,184 88,111
------- ------ ------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 281,341 $ 744,390 $ 82,184
= ======= = ======= = ======
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1992, 1993 and 1994
<TABLE>
Unallocated
Managing Individual Net Unrealized
General General Limited Depreciation of
Partner Partners Partners Investments Total
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1991 $ 120,722 $ 3,633 $ 10,316,721 $ (466,842) $ 9,974,234
Net investment loss - Note 3 28,062 (58) (162,498) - (134,494)
Net realized loss from invest-
ments - Note 3 (53,702) (230) (646,064) - (699,996)
Net change in unrealized
depreciation of investments - - - (34,614) (34,614)
- - - ------- -------
Balance at December 31, 1992 95,082 3,345 9,508,159(A) (501,456) 9,105,130
Net investment loss - Note 3 (2,659) (95) (265,892) - (268,646)
Net change in unrealized
depreciation of investments - - - 95,244 95,244
- - - ------ ------
Balance at December 31, 1993 92,423 3,250 9,242,267(A) (406,212) 8,931,728
Net investment loss - Note 3 (2,919) (104) (291,897) - (294,920)
Net realized loss from invest-
ments - Note 3 (3,803) (136) (380,274) - (384,213)
Net change in unrealized
depreciation of investments - - - 179,578 179,578
- - - ------- -------
Balance at December 31, 1994 $ 85,701 $ 3,010 $ 8,570,096(A) $ (226,634) $ 8,432,173
= ====== = ===== = ========= = ======== = =========
</TABLE>
(A) The net asset value per unit of limited partnership interest, including
an assumed allocation of net unrealized depreciation of investments, was
$803, $788 and $744 at December 31, 1992, 1993 and 1994, respectively.
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Purpose
Westford Technology Ventures, L.P. (the "Partnership") is a Delaware limited
partnership formed on September 3, 1987. WTVI Co., L.P., the managing general
partner of the Partnership (the "Managing General Partner") and four individuals
(the "Individual General Partners") are the general partners of the Partnership.
Hamilton Capital Management Inc. (the "Management Company") is the general
partner of the Managing General Partner and the management company of the
Partnership. The Partnership began its principal operations on December 1, 1988.
The Partnership's objective is to achieve long-term capital appreciation by
making venture capital investments in new and developing companies and other
special investment situations. The Partnership will not engage in any other
business or activity. The Partnership will terminate on December 31, 1998,
subject to the right of the Individual General Partners to extend the term for
up to two additional two-year periods.
2. Significant Accounting Policies
Valuation of Investments - Short-term investments are carried at amortized cost
which approximates market. Portfolio investments are carried at fair value as
determined quarterly by the Managing General Partner under the supervision of
the Individual General Partners. The fair value of publicly-held portfolio
securities is adjusted to the average closing public market price for the last
five trading days of each quarter discounted by a factor of 0% to 50% for sales
restrictions. Factors considered in the determination of an appropriate discount
include, underwriter lock-up or Rule 144 trading restrictions, insider status
where the Partnership either has a representative serving on the Board of
Directors or is greater than a 10% shareholder, and other liquidity factors such
as the size of the Partnership's position in a given company compared to the
trading history of the public security. Privately-held portfolio securities are
carried at cost until significant developments affecting the portfolio company
provide a basis for change in valuation. The fair value of private securities is
adjusted 1) to reflect meaningful third-party transactions in the private market
or 2) to reflect significant progress or slippage in the development of the
company's business such that cost is no longer reflective of fair value. As a
venture capital investment fund, the Partnership's portfolio investments involve
a high degree of business and financial risk that can result in substantial
losses. The Managing General Partner considers such risks in determining the
fair value of the Partnership's portfolio investments.
Investment Transactions - Investment transactions are recorded on the accrual
method. Portfolio investments are recorded on the trade date, the date the
Partnership obtains an enforceable right to demand the securities or payment
therefor. Realized gains and losses on investments sold are computed on a
specific identification basis.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
Income Taxes - No provision for income taxes has been made since all income and
losses are allocable to the Partners for inclusion in their respective income
tax returns. The Partnership's net assets for financial reporting purposes
differ from its net assets for tax purposes. Net unrealized depreciation of
$226,634 at December 31, 1994, which was recorded for financial statement
purposes, was not recognized for tax purposes. Additionally, from inception to
December 31, 1994, timing differences relating to realized losses totaling
$382,000 have been deducted on the Partnership's financial statements and
syndication costs relating to the selling of Units totaling $1.2 million were
charged to partners' capital on the financial statements. These amounts have not
been deducted or charged against partners' capital for tax purposes.
Statements of Cash Flows - The Partnership considers cash held in its interest
bearing cash account to be cash equivalents.
Organizational Costs - Organizational costs of $331,596 were amortized over a
sixty-month period which commenced on December 1, 1988.
3. Allocation of Partnership Profits and Losses
The Partnership Agreement provides that the Managing General Partner will be
allocated, on a cumulative basis over the life of the Partnership, 20% of the
Partnership's aggregate investment income and net realized gains from venture
capital investments, provided that such amount is positive. All other gains and
losses of the Partnership are allocated among all the Partners, including the
Managing General Partner, in proportion to their respective capital
contributions to the Partnership.
4. Related Party Transactions
The Management Company provides, or arranges for others to provide, the
management and administrative services necessary for the operation of the
Partnership. For these services, the Management Company receives a management
fee at an annual rate of 2.5% of the gross capital contributions to the
Partnership (net of selling commissions and organizational expenses paid by the
Partnership), reduced by capital distributed and realized losses, with a minimum
fee of $200,000 per annum. Such fee is determined quarterly and paid monthly.
5. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the three
Independent General Partners receives $10,000 annually in quarterly installments
and $1,000 for each meeting of the Independent General Partners attended, plus
out-of-pocket expenses.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
6. Commitments
The Partnership and other investors of Inn-Room Systems, Inc. have guaranteed a
bank loan payable by the company. The Partnership's portion of the guarantee is
$72,000.
7. Short-Term Investments
At December 31, 1994 and 1993, the Partnership had investments in short-term
securities as detailed below.
<TABLE>
Maturity Purchase Amortized
Issuer Yield Date Price Cost Face Value
<S> <C> <C> <C> <C> <C>
Investments in Commercial Paper at December 31, 1994:
Ford Motor Credit Corporation 5.95% 1/27/95 $ 497,521 $ 497,769 $ 500,000
- ------- - ------- - -------
Investments in Commercial Paper at December 31, 1993:
Ford Motor Credit Corporation 3.09% 1/14/94 $ 1,492,404 $ 1,498,198 $ 1,500,000
General Electric Capital Corporation 3.22% 1/24/94 248,994 249,463 250,000
------- ------- -------
Total $ 1,741,398 $ 1,747,661 $ 1,750,000
= ========= = ========= = =========
</TABLE>
8. Subsequent Event
In February 1995, the Partnership sold 20,000 shares of Cincinnati Bell Inc.
common stock for $389,000. At December 31, 1994, these shares were valued at
$350,000, using the Partnership's standard valuation policy for publicly-traded
securities.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
On September 12, 1994, the Partnership received a letter from Deloitte & Touche
LLP confirming that the client-auditor relationship between them had ceased. The
principal reason for terminating the relationship was that the relatively small
size of the Partnership had made it increasingly difficult for Deloitte & Touche
LLP to serve as auditor on a cost-effective basis. The Deloitte & Touche LLP
reports on the financial statements of the Partnership for the years ended
December 31, 1993 and 1992 did not contain an adverse opinion or a disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope, or accounting principles.
During the two years ended December 31, 1993 and through September 12, 1994, the
date the relationship ceased, there were no "disagreements" between the
Partnership and Deloitte & Touche LLP or "reportable events" as defined in Item
304 of Regulation S-K.
On December 1, 1994, the Partnership appointed BDO Seidman as independent
accountants of the Partnership, commencing with the year ending December 31,
1994.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership
The information set forth under the caption "Election of General Partners" in
the Annual Meeting Proxy Statement is incorporated herein by reference.
The Management Company
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership pursuant to the Management Agreement between the Partnership and the
Management Company. At March 17, 1995, the directors and executive officers of
the Management Company are:
Name and Age Position Held Date Elected as a Director
<TABLE>
<S> <C> <C>
Jeffrey T. Hamilton (57) President, Secretary & September 3, 1987
Chairman of the Board of Directors
Louise M. Hamilton (54) Director August 23, 1991
Susan J. Trammell (40) Treasurer, Director February 27, 1991
</TABLE>
The directors of the Management Company will serve as directors until the next
annual meeting of stockholders and until their successors are elected and
qualified. The officers of the Management Company will hold office until the
next annual meeting of the Board of Directors of the Management Company and
until their successors are elected and qualified.
The information with respect to Mr. Hamilton, the sole shareholder of the
Management Company, set forth under the subcaption "Election of Individual
General Partners" in the Annual Meeting Proxy Statement is incorporated herein
by reference.
There are no family relationships among any of the Individual General Partners
of the Partnership. Jeffrey T. Hamilton and Louise M. Hamilton, President,
Secretary and Chairman of the Board of Directors and Director of the Management
Company, respectively, are husband and wife.
Item 11. Executive Compensation.
The information with respect to the compensation of the Individual General
Partners set forth under the subcaption "Election of Individual General
Partners" in the Annual Meeting Proxy Statement is incorporated herein by
reference.
The information with respect to the allocation and distribution of the
Partnership's profits and losses to the Managing General Partner set forth under
the subcaption "Election of Managing General Partner" in the Annual Meeting
Proxy Statement is incorporated herein by reference.
The information with respect to the management fee payable to the Management
Company set forth under the caption "The Terms of the Current Management
Agreement and the Proposed Management Agreement" in the Annual Meeting Proxy
Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information concerning the security ownership of the Individual General
Partners set forth under the subcaption "Election of Individual General
Partners" in the Annual Meeting Proxy Statement is incorporated herein by
reference.
As of March 17, 1995, no person or group is known by the Partnership to be the
beneficial owner of more than 5 percent of the Units. Mr. Ames, an Individual
General Partner of the Partnership, owns 10 Units and Ms. Trammell, the
Treasurer and Director of the Management Company, owns 3 Units. The Individual
General Partners and the directors and officers of the Management Company as a
group own thirteen Units or less than one percent of the total Units
outstanding.
The Partnership is not aware of any arrangement which may, at a subsequent date,
result in a change of control of the Partnership.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
<PAGE>
PART IV
<TABLE>
<S> <C> <C>
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
(a) 1. Financial Statements
Report of Independent Certified Public Accountants - BDO Seidman
Independent Auditors' Report - Deloitte & Touche LLP
Balance Sheets as of December 31, 1994 and 1993
Schedule of Portfolio Investments as of December 31, 1994
Schedule of Portfolio Investments as of December 31, 1993
Statements of Operations for the years ended December 31, 1994, 1993 and 1992
Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992
Statements of Changes in Partners' Capital for the years ended December 31, 1992, 1993 and 1994
Notes to Financial Statements
2. Exhibits
3.1 Amended and Restated Certificate of Limited Partnership
of the Registrant (filed as Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991 and incorporated herein by
reference).
3.2 Amended and Restated Agreement of Limited Partnership
of the Registrant (filed as Exhibit 1(c) to the
Registrant's Registration Statement on Form N-2 (No.
33-16891) and incorporated herein by reference).
10 Management Agreement dated as of February 28, 1991
between the Registrant and the Management Company
(filed as Exhibit A to the Registrant's definitive
proxy statement in connection with the 1991 Annual
Meeting of Limited Partners and incorporated herein by
reference).
13.1 Part II, Item 5 of the Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 1994.
13.2 Part II, Item 5 of the Registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1994.
13.3 Part II, Item 5 of the Registrant's quarterly report on Form 10-Q for the quarter ended September 30,
1994.
16.1 Letter from Deloitte & Touche LLP pursuant to Item 304(a)(3) of Regulation S-K (filed as Exhibit 16 to
Form 8-K dated September 12, 1994 and incorporated herein by reference).
27 Financial Data Schedule.
(b) Report on Form 8-K dated December 1, 1994 reporting the appointment of BDO Seidman as independent
accountants for the Partnership.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant, in the capacities indicated on the 24th day of March
1995.
WESTFORD TECHNOLOGY VENTURES, L.P.
By: WTVI Co., L.P.
its managing general partner
By: Hamilton Capital Management Inc.
its general partner
<TABLE>
<S> <C> <C>
By: /s/ Jeffrey T. Hamilton President, Secretary and Director (Principal
Jeffrey T. Hamilton Executive Officer) of Hamilton Capital
Management Inc. and Individual General
Partner of Westford Technology Ventures, L.P.
By: /s/ Susan J. Trammell Treasurer and Director (Principal Financial
Susan J. Trammell and Accounting Officer) of Hamilton Capital
Management Inc.
By: /s/ Robert S. Ames Individual General Partner of
Robert S. Ames Westford Technology Ventures, L.P.
By: /s/ Alfred M. Bertocchi Individual General Partner of
Alfred M. Bertocchi Westford Technology Ventures, L.P.
By: /s/ George M. Weimer Individual General Partner of
George M. Weimer Westford Technology Ventures, L.P.
</TABLE>
<PAGE>
Exhibit Index
Exhibits Page
3.1 Amended and Restated Certificate of Limited Partnership of the
Registrant (filed as Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991 and incorporated herein
by reference).
<TABLE>
<C> <C>
3.2 Amended and Restated Agreement of Limited Partnership of the Registrant (filed as Exhibit 1(c) to
the Registrant's Registration Statement on Form N-2 (No. 33-16891) and incorporated herein by
reference).
10 Management Agreement dated as of February 28, 1991 between the
Registrant and the Management Company (filed as Exhibit A to the
Registrant's definitive proxy statement in connection with the 1991
Annual Meeting of Limited Partners and incorporated herein by
reference).
13.1 Part II, Item 5 of the Registrant's quarterly report on Form 10-Q for the quarter ended March 31,
1994.
13.2 Part II, Item 5 of the Registrant's quarterly report on Form 10-Q for the quarter ended June 30,
1994.
13.3 Part II, Item 5 of the Registrant's quarterly report on Form 10-Q for the quarter ended September
30, 1994.
</TABLE>
16.1 Letter from Deloitte & Touche LLP pursuant to Item 304(a)(3) of
Regulation S-K (filed as Exhibit 16 to Form 8-K dated September 12,
1994 and incorporated herein by reference).
27 Financial Data Schedule.
Exhibit 13.(a)
On January 20, 1994, the Partnership purchased a $190,767 promissory note with
interest payable at the prime rate and 381,533 shares of preferred stock of
Thunderbird Technologies, Inc. for $572,300. This investment is in addition to
the 200,000 shares of preferred stock previously owned by the Partnership.
On February 2, 1994 and March 1, 1994, the Partnership purchased 8% promissory
notes of Spectrix Corporation and warrants to purchase 30,000 shares of common
stock of the company for $150,000. These investments are in addition to the
487,569 shares of preferred stock, 274,862 shares of common stock and options to
purchase 5,000 shares of common stock of the company previously owned by the
Partnership.
Exhibit 13(b)
During the quarter, the Partnership purchased 8% promissory notes of Spectrix
Corporation and warrants to purchase 30,000 shares of Spectrix common stock for
an aggregate sum of $150,000. This investment is in addition to the 487,569
shares of preferred stock, 274,862 shares of common stock, $150,000 of 8%
promissory notes, 30,000 common stock warrants and options to purchase 5,000
shares of common stock previously owned by the Partnership.
Exhibit 13.(c)
During the quarter, the Partnership purchased a $100,000 8% promissory note from
Spectrix Corporation and, in connection with the transaction, received warrants
to purchase 100,000 shares of Spectrix common stock at $.50 per share expiring
on December 31, 1997. This investment is in addition to the 487,569 shares of
preferred stock, 274,862 shares of common stock, $300,000 8% promissory note,
warrants to purchase 60,000 shares of common stock and options to purchase 5,000
shares of common stock previously owned by the Partnership.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WESTFORD
TECHNOLOGY VENTURES, L.P.'S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED
DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-1-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 7,681,237
<INVESTMENTS-AT-VALUE> 7,454,603
<RECEIVABLES> 237,103
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 779,110
<TOTAL-ASSETS> 8,470,816
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 38,643
<TOTAL-LIABILITIES> 38,643
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (226,634)
<NET-ASSETS> 8,432,173
<DIVIDEND-INCOME> 33,340
<INTEREST-INCOME> 61,303
<OTHER-INCOME> 0
<EXPENSES-NET> 389,563
<NET-INVESTMENT-INCOME> (294,920)
<REALIZED-GAINS-CURRENT> (384,213)
<APPREC-INCREASE-CURRENT> 179,578
<NET-CHANGE-FROM-OPS> (449,555)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (510,381)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 788
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 744
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
