<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
Commission file number 0-19678
INFRACORPS INC.
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(Name of small business issuer in its charter)
Virginia 54-1414643
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7400 Beaufont Springs Drive, Suite 415, Richmond, VA 23225
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (804) 272-6600
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
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Common Stock, without par value OTC (Bulletin Board)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the issuer 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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
(Section 229.405 of this chapter) is not contained herein, and "no disclosure"
will be contained, to the best of issuer'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 the most recent fiscal year: "
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the issuer as of June 15, 2000. $3,899,629
As of June 29, 2000, the registrant had 16,392,487 shares of common stock,
without par value per share, issued and outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 2000 Annual Report to Shareholders are incorporated by reference
into Parts II hereof.
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held on July 31, 2000 are incorporated by reference into Part III hereof.
PART I
Forward Looking Statements
--------------------------
This Report on Form 10-KSB includes certain forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products and similar matters
of INFC (as defined below). None of the INFC's statements about the future
are guarantees of future results or outcomes. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for such
forward-looking statements. In order to comply with the terms of the safe
harbor, the INFC notes that a variety of factors could cause the INFC's
actual results and experience to differ materially from the anticipated
results or other expectations expressed in the INFC's forward-looking
statements. The risks and uncertainties that could significantly affect
the operations, performance, development and results of the INFC's
business include, but are not limited to, the following: (i) changes in
legislative enforcement and direction; (ii) unusually bad or extreme
weather conditions; (iii) unanticipated delays in contract execution;
(iv) project delays or changes in project costs; (v) unanticipated
changes in operating expenses and capital expenditures; (vi) sudden loss
of key personnel; (vii) abrupt changes in competition or the political
or economic climate and (viii) abrupt changes in market opportunities.
ITEM 1 - BUSINESS
Overview
--------
InfraCorps Inc. ("INFC"), a Virginia corporation formed in 1987, is a
technology-based firm that historically has provided both environmental and
construction products and services. During the second half of fiscal 1998,
INFC made a determination to focus on its construction lines of business
and to de-emphasize its environmental products and services. Specifically,
INFC is directing its efforts to the development and growth of its existing
underground infrastructure products and services related to the
installation and rehabilitation of subsurface pipelines using trenchless
technologies. Trenchless technology involves the installation and
rehabilitation of underground pipelines with minimal surface disruption.
Some of the methods used are pipe relining, manhole construction and "pipe
bursting."
INFC operates its infrastructure business through three wholly-owned
affiliates: InfraCorps of Virginia, Inc. ("ICVA"), InfraCorps Technology,
Inc. ("ICTI"), and InfraCorps International, Inc. ("ICII"). During fiscal
year 1999 INFC closed InfraCorps
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of Florida, Inc. ("ICFL"), a subsidiary of ICVA. As a result ICFL is not
engaged in active business operation during fiscal year 2000.
ICVA, a Virginia corporation headquartered in Richmond, Virginia, is INFC's
construction subsidiary. ICVA was formed as a result of INFC's acquisition
on June 1, 1994, of Stamie E. Lyttle Company, Inc., Lyttle Utilities, Inc.
and LPS Corporation. The three firms, the history of which dates back to
1947, were consolidated into one corporation, ICVA. ICVA, along with its
subsidiary, InfraCorps of Florida, Inc., a Virginia corporation previously
headquartered in Orlando, Florida, utilizes trenchless technologies to
install and rehabilitate subsurface pipelines. INFC's infrastructure
customers include municipalities, government agencies, Fortune 500
companies and developers. ICVA, through its Service Division, also designed
and installed septic and irrigation systems and provided related repair and
maintenance services. As part of INFC's effort to focus on the
infrastructure business, INFC, in April 1998, sold the Service Division of
ICVA to a new corporation formed by Coleman S. Lyttle, a director of INFC
and President of ICVA.
ICTI, a Virginia corporation headquartered in Richmond, Virginia, is a
construction subsidiary specializing in installing cured-in-place pipe
("CIPP"). ICTI came about after the purchase of assets from Cat Contracting
that enable INFC to manufacture and install CIPP. ICTI's customers include
municipalities, government agencies, Fortune 500 companies and developers.
ICII, a Virginia corporation headquartered in Seattle, Washington, is an
engineering and consulting firm specializing in trenchless technologies.
ICII's customers include municipalities, government agencies, Fortune 500
companies and developers.
INFC's principal executive offices are located at 7400 Beaufont Springs
Drive, Suite 415, Richmond, Virginia 23225, and its telephone number is
(804) 272-6600.
Business Segment Information
----------------------------
During the twelve-month periods ended March 31, 2000 ("fiscal year 2000")
and March 31, 1999 ("fiscal year 1999"), INFC specialized in infrastructure
design, construction and maintenance utilizing trenchless technologies as
well as conventional methods to install and rehabilitate subsurface
pipelines.
Services and Products
---------------------
Trenchless technology refers to a family of methods, materials and
equipment that can be used for installation of new or rehabilitation of
existing underground pipelines. These methods provide minimal disruption to
surface traffic, business and other activities, as opposed to open
trenching and its associated major disruptions to surface activities.
ICVA utilizes a so-called "fold and formed" trenchless technology. Under
this technology, a robotic vehicle with lights and a video traverses the
damaged line to detect blockage, offset joints and other impediments. Any
remedial work is then performed within the existing lines, either through a
point repair from the surface or through a remote device. The pipe liner,
which is constructed specifically for the job and which is folded to fit
within the existing host pipeline, is inserted so that it extends through
the
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damaged length of pipe. The length of each pipe is at least the distance
from manhole to manhole. Insertion is made through a power wench and steel
cable connected to the end of the pipe liner. Through the application of
steam heat and pressure, the pipe liner expands to fit the inside of the
host pipe. The fit is so tight that it leaves no annular space for unwanted
water migration between the pipe liner and the host pipe. The new smooth
interior maintains peak flow and inhibits build-up of foreign material. The
life of the replacement liner is the same as new pipe.
INFC is a party to a contract license agreement (the "License Agreement")
with Ultraliner, Inc. ("Ultraliner"), under which ICVA has the exclusive
right and license to use the ULTRALINER PVC ALLOY (Trademark) deformed
pipeline technology and process developed by Ultraliner for the
restoration, repair and rehabilitation of water and sewer (sewage and
storm) pipelines in the geographical area lying within the principal
boundaries of the Virginia counties of Frederick, Clarke, Loudoun,
Alexandria, Warren, Fauquier, Prince William, Page, Rappahannock, Madison,
Culpeper, Stafford, King George, Orange, Spotsylvania, Caroline, Essex,
Westmoreland, Richmond, Louisa, Hanover, King William, King & Queen,
Fluvanna, Goochland, Henrico, New Kent, Cumberland, Powhatan, Amelia,
Shenandoah and Chesterfield, and the cities of Hopewell, Colonial Heights,
Richmond and Winchester, Virginia (the "Territory"). Under the License
Agreement, Ultraliner retains the right to grant exclusive licenses to
other parties in the Territory to utilize the Ultraliner product and
services for purposes other than the repair, rehabilitation and
reconstruction of water or sewer pipelines. The License Agreement
terminates on February 1, 2001, and is renewable by ICVA for an additional
five-year term, subject to termination in the event of specific defaults,
including the failure of ICVA to meet certain minimum performance
objectives. After payment of an initial license fee, no further royalties
are due under the License Agreement. However, if ICVA seeks to utilize the
Ultraliner technology outside of the Territory, whether or not in an area
where a license for such permitted use has been granted by Ultraliner, ICVA
must make an immediate cross-over payment of 25% of the gross product price
of all product sold outside of the Territory. All cross-over payments must
be paid by ICVA to Ultraliner, as agent for ICVA, which then in turn will
promptly pay 20% of the cross-over payment to the licensee in whose
territory the installation is performed, if any. All licenses governing the
commercialization of the Ultraliner product within the United States
provide for similar cross-over payments. In fiscal year 2000, ICVA
comprised 87% of INFC's infrastructure business.
ICTI utilizes a cured in place pipe. This technology involves using a
thermosetting resin to wet out a tube, which is then cured in place using
heat. The cure process is controlled by applying cold to the tube. This
technology is available from FirstLiner USA. ICTI is currently negotiating
a license agreement with FirstLiner USA and is able to continue to use the
technology until an agreement is reached. This license agreement would
include a royalty payment as well as a geographical area of use. This area
of use would include Virginia, Maryland and North Carolina with a right of
first refusal for any other state in the eastern United States. ICTI
comprised 12% of INFC's infrastructure business in fiscal year 2000.
ICII provides engineering and consulting services and specializes in design
and management support for projects involving the utilization of trenchless
technologies. The company is headed by Michael Kirby, P.E. with 20 years
experience in the trenchless technology industry. The market for these
services are worldwide.
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On March 12, 1998, INFC completed the sale of substantially all of the
environmental assets to ETS Acquisition, Inc. In connection with the sale,
INFC sold a portion of its assets and liabilities relating to the Limestone
Emission Control ("LEC") technology, including patents and licenses, to
Christel Clear Technologies, Inc. ("CCTI"). Also, INFC entered into a
Management Agreement with Air Technologies, Inc. ("ATI"), a newly-formed
firm based in Roanoke, Virginia, to provide management services with
respect to INFC's contract to supply to China Steel Corporation sulfur
dioxide removal systems utilizing the LEC technology (the "CSC Contract").
ATI and CCTI have agreed to accept responsibility for any potential
liabilities associated with the CSC Contract and to provide their best
efforts to have the CSC Contract assigned without recourse from INFC to
ATI. However, although negotiations are underway with CSC, INFC has not yet
been successful in obtaining assignment of the CSC Contract. Accordingly,
INFC still has potential liability under the CSC Contract which could have
a material negative impact on INFC's business operations. Potential issues
have been brought to current management's attention regarding the budget to
meet certain of the performance specifications of the CSC Contract and the
overall viability of the LEC technology for wide-scale commercialization.
If the LEC technology does not meet contract specifications, CSC may seek
to impose financial penalties or attempt to recover damages or obtain other
relief under the CSC Contract, including drawing down on the $600,000
performance bond posted by INFC.
Suppliers and Licenses
----------------------
INFC's materials and equipment are generally available from several
suppliers. However, INFC believes that Ultraliner is presently the sole
source of proprietary Ultraliner material and, therefore, ICVA is presently
dependent upon Ultraliner for its supply of Ultraliner material. During the
last three years, ICVA has not experienced any difficulty in obtaining
adequate supplies of Ultraliner tube material.
Because of the availability of alternate or similar trenchless technology
processes, INFC management does not believe that the loss of the current
licenses by ICVA would be material to INFC's business operations. See
"Competition" below.
Revenue Recognition, Contract Awards and Backlog
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INFC recognizes revenues using the percentage-of-completion method. The
installation process generally is performed between manholes or similar
access points within a twenty-four hour period. A rehabilitated pipeline
section is considered completed work and is generally billable to the
customer. In most cases, contracts consisting of individual line sections
have a duration of less than one year. Billings are prepared according to
specific terms of individual contracts. Contracts will generally provide
for periodic payments as work is completed, with final amounts due upon
completion and acceptance of the project by the customer.
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Customers
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During fiscal year 2000, INFC, through ICVA and ICTI, performed
infrastructure services under contracts with governmental authorities,
private industries and commercial entities. In each of the last three
fiscal years, more than 35% of INFC's infrastructure revenues came from
state and local government entities - cities, counties, state agencies and
regional authorities. For fiscal year 2000, INFC had infrastructure
contract revenues from four customers, each of which accounted for more
than 5% of contract revenues. At March 31, 2000, three customers had
accounts receivable balances, which exceeded 5% of the trade accounts
receivable balance. The accounts receivable balances for these customers
totaled $1,150,004.
Municipal Activities
--------------------
In order to bid for municipal construction services in Virginia, ICVA must
"prequalify" for each job (as in the City of Richmond) or annually
prequalify for each community which it serves. Prequalification
requirements include a proven track record of successfully completing
similar projects, necessary manpower and equipment to commence and complete
the project and bonding capacity to support the technical and manpower
needs. The bond required is a "performance and payment bond" issued by a
surety company based on contractor competence and financial backing. ICVA
has successfully prequalified for every job for which it has bid and is
prequalified by all the municipalities in which it works.
Municipalities and the state government must, by law, advertise in local
newspapers and public bulletin boards and through the Dodge Report. The
Dodge Report is distributed weekly to subscribers and contains all material
information on municipal construction projects, including description,
scope of work, requirements for the contractor, estimated amount of bid and
availability of plans and specifications, thus enabling contractors to
decide which projects to pursue and to formulate bids. ICVA not only bids
on the basis of the specifications contained in the Dodge Report, but is
also often invited by the municipalities themselves to bid on specific
projects. ICVA selects the projects that it desires to bid based on its
analyses of present and future work requirements and its anticipation of
profitability of the project based on the cost of past similar projects. It
then prepares and submits bids on appropriate projects. Bidding is
generally closed. Bids are opened in a public place and the low qualified
bidder is awarded the contract. In some instances, specifically projects
for the City of Richmond, Virginia and the Commonwealth of Virginia,
minority participation is required to complete the project and is set forth
in the requirements and in the bid. Because of its size and experience,
ICVA has developed an excellent relationship with qualified minority
contractors who ably perform their tasks as part of the contracting team.
The municipality notifies the low bidder of contract awards in writing,
stating the time frame in which the project must be completed. If ICVA is
the low bidder, ICVA must submit a profile called the "Critical Path
Method" or "CPM" setting forth the time frame in which it intends to
complete the project so that the designated representative of the
municipality can follow the project as outlined in the CPM. Projects
generally run in phases with progress billing on a monthly basis until
completion.
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ICTI engaged in similar bidding processes with respect to municipal
construction in the States of New Jersey, Maryland, Pennsylvania, Virginia,
North Carolina, and Florida.
Commercial Construction
-----------------------
ICVA also performs services for developers and corporations. For
residential and commercial developers, ICVA provides the interface between
the developer and the local zoning authorities for site development plan,
sewer and water main hookup and soil conditions. For commercial and
industrial customers, ICVA provides the technical expertise required to
maintain the plant conditions in an environmentally safe fashion. For
example, a factory or office building owner often will establish its own
sewer system but will later discover that the installation does not meet
the needs for adequate holding tank capacity. ICVA, in such a situation,
will design and modify the equipment to meet legal and environmental
requirements.
Competition
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The general pipeline reconstruction, rehabilitation and repair business is
highly competitive. INFC faces competition both from contractors employing
traditional methods of pipeline replacement and repairs and from
contractors offering alternative trenchless products and technologies.
The Ultraliner, CIPP and other "fold and formed" processes compete with
traditional methods of pipe rehabilitation, including full replacement,
point of repair and sliplining. INFC believes that the "fold and formed"
process and the CIPP process usually offer a cost advantage over full
replacement, as well as the practical advantage of avoiding excavation. In
addition, the "fold and formed" process and CIPP process also offer
qualitatively better rehabilitation than traditional sliplining, which may
significantly reduce the diameter of the pipe. Grouting is also undertaken
in the United States. INFC considers grouting a short-term repair technique
and not a long-term pipeline rehabilitation solution competitive with the
"fold and formed" process and CIPP process. As a practical matter,
competition for INFC typically begins at the point that an end-user has
determined to employ trenchless technology over traditional rehabilitation
methods involving substantial excavation.
INFC competes with alternative trenchless technologies, such as cured-in-
place pipeline rehabilitation. INFC is aware of a number of other
trenchless technologies both under development and from time to time
introduced into the market place with mixed results. INFC believes that it
can compete successfully with these alternative trenchless products.
The principal areas of competition in general pipeline reconstruction,
rehabilitation and repair include the quality of the work performed, the
ability to provide a long-term solution to the pipeline problems rather
than a short-term repair, the amount of disruption to traffic and
commercial activity and the price. INFC believes that the "fold and formed"
process competes favorably in each of these areas with traditional
replacement or repair methods. In particular, the ability to install a
"fold and formed" product with little or no excavation at prices typically
at or below traditional open trench replacement method is a substantial
competitive advantage. Further, despite a small reduction in pipe diameter
resulting from the installation of the "fold and formed" product against
the walls
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of the original pipe, the smooth finished interior reduces friction and
generally increases flow capacity.
INFC believes that the trenchless pipeline reconstruction market is
continuing to expand, with the entry of imitation and alternative products.
INFC believes that its trenchless technology products and services are
cost-competitive.
ICVA's competition comes from many smaller and narrowly focused companies
in the Richmond and Northern Virginia areas. ICVA's major competitor in the
trenchless sewer and water main rehabilitation business is Insituform,
Inc., which is a cured-in-place technology. ICVA believes that the "fold
and formed" technology is superior and that it can underbid Insituform on
projects and still provide adequate margins. However, Insituform has been
completing projects for municipalities for over a decade, and ICVA must
first prove its proficiency in trenchless technology to municipalities
through successful completion of small contracts before it will be chosen
on larger programs.
Current Projects
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As of June 15, 2000, ICVA had 9 major projects in progress, primarily for
municipalities, aggregating approximately $16.5 million. Most of the
projects will be completed on or before December 31, 2000.
Supervision and Regulation
--------------------------
INFC's infrastructure activities are regulated by federal and state
statutes. In general, federal statues are enforced on the state level by
the Virginia Department of Labor and Safety for OSHA safety standards and
by the Virginia Department of Health or Department of Public Works for
sewer, septic and water systems. INFC does not anticipate any material
impediments in the use of the "fold and formed" process arising from
existing or future regulations or requirements, including those regulating
discharges of materials into the environment.
Employees
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As of March 31, 2000, INFC, ICVA, and ICTI employed 3, 160 and 20 full-time
personnel, respectively.
ITEM 2 - PROPERTIES
Effective in 1994, ICVA entered into a lease of its premises, which are
owned by the Estate of Stamie E. Lyttle, of which Coleman S. Lyttle, a
director of INFC, is executor, at $10,500 per month for two years. One June
1, 1997, the lease was renewed for a one-year term with three one-year
renewal options. Rent expense under this lease was approximately $126,000
for fiscal 2000. INFC believes that the lease is on terms as favorable as
those which would be available from non-affiliated third parties.
ITEM 3 - LEGAL PROCEEDINGS
Not applicable.
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ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the fourth quarter of fiscal year 2000.
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information set forth under the caption "Market Information" on page 4
of the 2000 Annual Report to Shareholders is incorporated herein by
reference.
In April 1999, INFC issued warrants to purchase an aggregate of 300,000
shares of common stock to a single investor for nominal consideration in
connection with such investor's conversion of INFC debt into equity.
In October 1999, INFC issued warrants to purchase an aggregate of 4,000,000
shares of common stock to four members of management for nominal
consideration in connection with such individuals agreeing to personally
guaranty INFC debt.
In December 1999, INFC issued warrants to purchase an aggregate of 300,400
shares of common stock to a single investor for nominal consideration in
connection with INFC's Series C Preferred Stock financing.
In December 1999, INFC issued warrants to purchase an aggregate of 15,020
shares of common stock to a consultant for nominal consideration as part of
the underwriting costs for INFC's Series C Preferred Stock.
In January 2000, INFC issued warrants to purchase an aggregate of 500,000
shares of common stock to a single investor for nominal consideration in
connection with such investor's conversion of INFC debt into equity.
In May 1999, INFC issued 100,000 shares of Series A Preferred Stock to a
single investor at a purchase price of $100,000.
In December 1999, INFC issued 751 shares of Series C Preferred Stock to a
single investor at a purchase price of $751,000. In connection with such
offering, INFC paid underwriting fees equal to 5.0% of the offering
and warrants to purchase an aggregate of 15,020 shares of common stock.
In January 2000, INFC issued 5,000 shares of Series B Preferred Stock to
a single investor for nominal consideration in connection with such
investor's conversion of INFC debt into equity.
All securities were issued pursuant to the registration exemption
provided by Section 4(2) of the Securities Act of 1933, as amended.
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 6
through 10 of the 2000 Annual Report to Shareholders is incorporated herein
by reference.
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ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of INFC and the
Independent Auditors' Report set forth on pages 12 through 19 of the
2000 Annual Report to Shareholders are incorporated herein by
reference:
1. Independent Auditors' Report.
2. Consolidated Balance Sheets as of March 31, 2000 and March 31,
1999.
3. Consolidated Statements of Operations for the Years Ended
March 31, 2000 and 1999.
4. Consolidated Statements of Stockholders' Equity (Deficit) for
the Years Ended March 31, 2000 and 1999.
5. Consolidated Statements of Cash Flows for the Years Ended
March 31, 2000 and 1999.
6. Notes to Consolidated Financial Statements as of March 31, 2000
and 1999.
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of all of the executive officers of INFC
as of March 31, 2000 are listed below with their business experience for
the past five years. Officers are appointed annually by the Board of
Directors at the meeting of directors immediately following the Annual
Meeting of Shareholders. There are no family relationships among these
officers, nor any agreement or understanding between any officer and
any other person pursuant to which the officer was selected.
Previous and Present Duties and Responsibilities:
<TABLE>
<CAPTION>
Position and Business
Name & Age Experience for Past Five Years
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<S> <C> <C>
James B. Quarles, 47 January 1998 to Present President and Chief
Executive Officer of
INFC
October 1997 to February 1998 Sole officer, director and
shareholder of Q
Enterprises, Inc.,
Roanoke, Virginia
(consulting)
May 1997 to October 1997 Senior Vice President of
INFC
January 1987 to December 1996 Chairman and President
of Enviros, Inc., Seattle,
WA (biotechnical)
Navin D. Sheth, 53 January 1998 to Present Chief Financial Officer of
INFC
June 1994 to Present Executive Vice President
of INFC
May 1996 to Present Chief Operating Officer of
ICVA
Coleman S. Lyttle, 47 June 1994 to Present President of ICVA
Warren E. Beam, Jr., 43 April 1998 to Present Secretary of INFC
January 1993 to January 1998 Treasurer of Spurlock
Adhesives, Inc. and
Spurlock Industries, Inc.
and their predecessors
(chemical manufacturing)
</TABLE>
For information with respect to the Directors of the registrant, see
"Election of Directors" at pages 9 and 10 of the Proxy Statement for the
Annual Meeting of Shareholders to be held July 31,2000, which information
is incorporated herein by reference. The information with respect to
compliance with Section 16(a) of the Exchange Act, which is set forth under
the caption "Section 16(a) Beneficial Ownership Compliance" at page 10 of
the Proxy Statement for the Annual Meeting of Shareholders to be held July
31, 2000, is incorporated herein by reference.
ITEM 10 - EXECUTIVE COMPENSATION
The information set forth under the captions "Executive Compensation,"
at pages 6 and 7 of the Proxy Statement for the
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Annual Meeting of Shareholders to be held July 31, 2000, is incorporated
herein by reference.
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information pertaining to shareholders beneficially owning more than
five percent of the registrant's common stock and the security ownership of
management, which is set forth under the captions "Stock Ownership of
Certain Beneficial Owners" and "Stock Ownership of Management" on pages 2
through 4 of the Proxy Statement for the Annual Meeting of Shareholders to
be held July 31, 2000, is incorporated herein by reference.
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information with respect to certain transactions with management of the
registrant, which is set forth under the caption "Transactions with
Management" at page 9 of the Proxy Statement for the Annual Meeting of
Shareholders to be held on July 31, 2000, is incorporated herein by
reference.
ITEM 13 - EXHIBITS, AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this report:
(a) Exhibits to this Form 10-KSB are as follows:
Exhibit No. Description
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13 2000 Annual Report to Shareholders
(such report, except to the extent
incorporated herein by reference, is
being
furnished for the information of the
Commission only and is not to be
deemed filed as part of this Annual
Report on Form 10-KSB)
21 Subsidiaries of the Company
23 Accountant's Consent (Goodman & Co.,
LLP Consent to Incorporate by
Reference Report into S-8 Filing)
27 Financial Data Schedule
(b) Reports on Form 8-K:
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
INFRACORPS INC.
By: /s/ Warren E. Beam, Jr. 6/29/00
----------------------- -------
Warren E. Beam, Jr. Date
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ James B. Quarles 6/29/00* President, Chief Executive Officer
---------------------------------------------------
James B. Quarles Date and Director
/s/ Navin D. Sheth 6/29/00 Chief Financial Officer, Treasurer
---------------------------------------------------
Navin D. Sheth Date (Principal Financial Officer)
/s/ Warren E. Beam, Jr. 6/29/00 Secretary
---------------------------------------------------
Warren E. Beam, Jr. Date (Principal Accounting Officer)
/s/ Coleman S. Lyttle 6/29/00 Director
---------------------------------------------------
Coleman S. Lyttle Date
/s/ Terence R. Dellecker 6/29/00 Director
---------------------------------------------------
Terence R. Dellecker Date
/s/ John R. Potter 6/29/00 Director
---------------------------------------------------
John R. Potter Date
/s/ Allen Kahn 6/29/00 Director
---------------------------------------------------
Allen Kahn Date
/s/ James G. Zumwalt 6/29/00 Director
---------------------------------------------------
James G. Zumwalt Date
/s/ Claudio Faria Santos 6/29/00 Director
---------------------------------------------------
Claudio Faria Santos Date
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description
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13 2000 Annual Report to Shareholders (such report, except to the
extent incorporated herein by reference, is being furnished for
the information of the Commission only and is not to be deemed
filed as part of this Annual Report on Form 10-KSB)
21 Subsidiaries of the Company
23 Accountant's Consent (Goodman & Co., LLP Consent to Incorporate
by Reference Report into S-8 Filing)
27 Financial Data Schedule
