FORM 10-KSB/A
(AMENDMENT NO. 1)
U.S. Securities and Exchange Commission
Washington, D.C 20549
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended July 31, 1996
------------------------------
[ ] 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 33-17286
LIFSCHULTZ INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 87-0448118
- --------------------------------- -----------------------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
641 WEST 59TH STREET, NEW YORK, NY 10019
--------------------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (212) 397-7788
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
COMMON STOCK, NASDAQ
PAR VALUE $.001 PER SHARE
Exhibit Index is located on pages of this document.
Securities registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.
[ ]
State the issuer's revenues for its most recent fiscal year: $11,292,000.
State the aggregate market value of the voting stock held by
nonaffiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days (See definition of affiliate in Rule 12b-2 of the
Exchange Act): $5,331,587 as of October 24, 1996 (assumes full conversion of
all preferred shares into common shares).
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: 55,569,495 shares of Common
Stock, 5,200 shares of Series A Convertible Preferred Stock (convertible into
52,000 shares of common stock), and 21,231 shares of Series E Convertible
Preferred Stock (convertible into 212,310 shares of common stock), all as of
October 24, 1996.
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Item 13. Exhibits and Reports on Form 8-K.
(a) The following Exhibits are attached hereto or incorporated
herein by reference as indicated in the table below:
Exhibit Location or
No. Title of Document Filing
- ------- ------------------ ----------
3.01* Certificate of Incorporation Form 10-K (1991)
(amended and restated)
3.02* Bylaws (amended) Form 10-K (1991)
4.01* Certificate of Designations, Series A Form 10-K (1991)
Convertible Preferred Stock (as amended)
4.02* Certificate of Designations, Series B Form 10-K (1991)
Convertible Preferred Stock (as amended)
4.03* Certificate of Designations, Series C 10% Form 10-K (1991)
Cumulative Non-Voting Preferred Stock
4.04* Certificate of Designations, Series D 8% Form 10-K (1991)
Cumulative Non-Voting Preferred Stock
4.05* Certificate of Designations, Series E Form 10-KSB (1994)
Convertible Preferred Stock
4.06* Certificate of Increase to Certificate of Form 10-KSB (1995)
Designations, Series E Convertible Preferred
Stock
10.01* Class C Warrant Agreement Form 10-K (1991)
10.02* Shareholder Voting Agreement Form 8-K (1/21/91)
(Hart/Lifschultz)
10.03* Grant of Right of First Refusal to Purchase Form 8-K (1/21/91)
Hart Scientific, Inc.
10.04*# Employment Agreements for Dennis Hunter, Form 10-KSB (1995)
James Triplett and Randy Owen
10.05* Stock Purchase Agreement (with Lease Form 10-K (1991)
Amendment attached as Exhibit A)
(Lifschultz/Penn Yards)
10.06* Shareholder Voting Agreement Form 10-K (1991)
(Lifschultz/Penn Yards)
10.07*# Employee Stock Option Agreement; Form 10-KSB (1995)
Standard Form
10.08*# 1989 Stock Option Agreement for Form 10-KSB (1995)
Dennis Hunter
10.09* Lease of Premises for Calorimetry Form 10-KSB (1995)
Sciences Corporation
10.10* Lease of Premises for Hart Scientific, Inc. Form 10-KSB (1995)
10.11 Amendment to Lease of Premises for Hart Form 10-KSB (current)
Scientific, Inc.
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10.12*# Hart Scientific, Inc. Executive Bonus Plan Form 10-KSB (1995)
10.13*# Hart Scientific, Inc. 401(k) Plan Form 10-KSB (1995)
11.01 Statement Re Computation of Per Share Form 10-KSB (1996)
Earnings
13.01 1996 Annual Report to Shareholders Form 10-KSB (1996)
22.01 List of Subsidiaries of the Registrant Form 10-KSB (1996)
24.01** Power of Attorney Form 10-KSB (1996)
27.01 Financial Data Schedule Form 10-KSB/A (current)
- -----------------
* Denotes exhibits specifically incorporated in this Annual Report on Form
10-KSB by reference to other filings pursuant to the provisions of Rule
12b-32 under the Securities Exchange Act of 1934.
# Identifies management or compensatory plans, contracts, or arrangements.
** Incorporated by reference to the signature page of the Company's original
Form 10-KSB for the fiscal year ended July 31, 1996, pursuant to the
provisions of Rule 12b-32 under the Securities Exchange Act of 1934.
(b) Reports on Form 8-K.
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LIFSCHULTZ INDUSTRIES, INC.
Date November 26, 1996
---------------------- By DAVID K. LIFSCHULTZ
-----------------------------------
David K. Lifschultz
Chief Executive Officer
SIGNATURE TITLE DATE
--------- ----- ----
DAVID K. LIFSCHULTZ Chairman, Chief November 26, 1996
- -------------------------- Executive Officer
David K. Lifschultz
By DAVID K. LIFSCHULTZ President, Director and November 26, 1996
- --------------------------- Chief Financial Officer
Dennis R. Hunter
By DAVID K. LIFSCHULTZ Director November 26, 1996
- ---------------------------
Sidney B. Lifschultz
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EXHIBIT INDEX
EXHIBIT LOCATION
- ------- --------
27.01 Financial Data Schedule FORM 10-KSB/A (current)
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JUL-31-1996
<CASH> $1,424,000
<SECURITIES> $601,000
<RECEIVABLES> $1,808,000
<ALLOWANCES> 0
<INVENTORY> $1,488,000
<CURRENT-ASSETS> $5,381,000
<PP&E> $6,921,000
<DEPRECIATION> $3,459,000
<TOTAL-ASSETS> $8,843,000
<CURRENT-LIABILITIES> $2,607,000
<BONDS> 0
0
$9,000
<COMMON> $44,000
<OTHER-SE> $6,183,000
<TOTAL-LIABILITY-AND-EQUITY> $8,843,000
<SALES> $11,292,000
<TOTAL-REVENUES> $11,292,000
<CGS> $4,880,000
<TOTAL-COSTS> $10,447,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $42,000
<INCOME-PRETAX> $845,000
<INCOME-TAX> $126,000
<INCOME-CONTINUING> $719,000
<DISCONTINUED> 0
<EXTRAORDINARY> $1,296,000
<CHANGES> 0
<NET-INCOME> $2,015,000
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
