U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1999
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from -------------- to --------------
Commission file number 001-10287
LIFSCHULTZ INDUSTRIES, INC.
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(Name of small business issuer in its charter)
DELAWARE 87-0448118
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
641 WEST 59TH STREET, NEW YORK, NY 10019
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number: (212) 397-7788
Securities registered under Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
NONE
<PAGE>
Securities registered under Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
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
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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. [ X ]
The issuer's revenues for its most recent fiscal year were $16,254,000.
The aggregate market value of the voting and non-voting common equity of
the issuer held by non-affiliates, based upon the closing price of the Common
Stock on October 15, 1999 as reported on The Nasdaq SmallCap Market, was
approximately $5,716,981 (Assumes: (i) full conversion of all Preferred Stock
into Common Stock and (ii) affiliates include only officers, directors and
shareholders known to the issuer to beneficially own 10% or more of the
Company's Common Stock.)
The number of shares of the issuer's common equity outstanding as of
October 15, 1999 was: 1,117,519 shares of Common Stock, 5,200 shares of Series A
Convertible Preferred Stock (convertible into 1,040 shares of common stock), and
21,231 shares of Series E Convertible Preferred Stock (convertible into 4,247
shares of common stock).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the issuer's Annual Report to Shareholders for fiscal year
ended July 31, 1999, are incorporated into Parts I and II of this Form 10-KSB.
Portions of the registrant's Proxy Statement provided to shareholders in
conjunction with its 1999 Annual Meeting of Shareholders to be held December 17,
1999, are incorporated into Part III of this Form 10-KSB.
Transitional Small Business Disclosure Format (check one):
YES NO X
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<PAGE>
Amendment No. 1
This amendment is being filed for the purpose of filing an Amended
Financial Data Schedule.
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 if other
No. Title of Document than attached hereto
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3.01* Certificate of Incorporation 1998 Form 10-KSB
(as amended to date) Exhibit 3.01
3.04* Bylaws 1991 Form 10-K,
page 74
4.01* Certificate of Designations, Series A 1991 Form 10-K,
Convertible Preferred Stock (as amended) page 94
4.02* Certificate of Designations, Series E 1994 Form 10-KSB,
Convertible Preferred Stock Exhibit 4.05
10.01# Employment Agreement for Dennis Hunter 1998 Form 10-KSB
Exhibit 10.01
10.02*# Employment Agreement for James Triplett 1997 Form 10-KSB,
Exhibit 10.2
10.03*# Employment Agreement for Randy Owen 1997 Form 10-KSB,
Exhibit 10.3
10.04*# Employment Agreement for Michael Hirst 1997 Form 10-KSB,
Exhibit 10.4
10.05* Stock Purchase Agreement (with Lease 1991 Form 10-K,
Amendment attached as Exhibit A) page 143
(Lifschultz/Penn Yards)
10.06* Shareholder Voting Agreement 1991 Form 10-K,
(Lifschultz/Penn Yards) page 190
10.07*# Employee Stock Option Agreement; 1995 Form 10-KSB,
Standard Form Exhibit 10.07
10.08*# 1989 Stock Option Agreement for 1995 Form 10-KSB,
Dennis Hunter Exhibit 10.08
10.09* Lease of Premises for Calorimetry 1995 Form 10-KSB,
Sciences Corporation Exhibit 10.09
10.10* Lease of Premises for Hart Scientific, 1995 Form 10-KSB,
Inc. Exhibit 10.11
10.11* Amendment to Lease of Premises for Hart 1996 Form 10-KSB,
Scientific, Inc. Exhibit 10.11
10.12*# Hart Scientific, Inc. Executive Bonus 1995 Form 10-KSB,
Plan Exhibit 10.12
10.13*# Hart Scientific, Inc. 401(k) Plan 1995 Form 10-KSB
Exhibit 10.13
<PAGE>
13.01+ 1999 Annual Report to Shareholders
21.01 List of Subsidiaries of the Registrant
23.01 Consent of Independent Public Accountants
27.01 Amended Financial Data Schedule
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* Denotes exhibits specifically incorporated in this Form 10-KSB by reference to
other filings of the Company pursuant to the provisions of Securities and
Exchange Commission Rule 12b-32 and Regulation S-B, Item 10(f)(2). These
documents are located under File No. 33-17286 at, among other locations, the
Securities and Exchange Commission, Public Reference Branch, 450 5th St., N.W.,
Washington, D.C. 20549.
# Identifies management or compensatory plans, contracts, or arrangements.
+ Certain portions of the Company's 1999 Annual Report to Shareholders, set
forth in Exhibit 13.01, are incorporated by reference into Items 1, 2, 5, 6, and
7 of this Form 10-KSB and, except as so incorporated, the Annual Report to
Shareholders is not deemed to be filed as part of this Form 10-KSB.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
LIFSCHULTZ INDUSTRIES, INC.
Date: February 24, 2000 /S/DENNIS R. HUNTER
-------------------------
Dennis R. Hunter
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> JUL-31-1999
<CASH> 1,175,000
<SECURITIES> 993,000
<RECEIVABLES> 3,081,000
<ALLOWANCES> 22,000
<INVENTORY> 3,190,000
<CURRENT-ASSETS> 8,950,000
<PP&E> 8,449,000
<DEPRECIATION> 5,670,000
<TOTAL-ASSETS> 13,121,000
<CURRENT-LIABILITIES> 2,556,000
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 10,467,000
<TOTAL-LIABILITY-AND-EQUITY> 13,121,000
<SALES> 16,254,000
<TOTAL-REVENUES> 16,254,000
<CGS> 8,828,000
<TOTAL-COSTS> 15,023,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39,000
<INCOME-PRETAX> 1,231,000
<INCOME-TAX> (631,000)
<INCOME-CONTINUING> 1,862,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,862,000
<EPS-BASIC> 1.70
<EPS-DILUTED> 1.56
</TABLE>
