ROBOTIC LASERS, INC.
P.O. BOX 2039
NEWARK, NEW JERSEY 07114
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 16, 1996
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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To the Stockholders Of Robotic Lasers, Inc.:
The Annual Meeting of Stockholders of Robotic Lasers, Inc. ("the Company") will
be held at the offices of Corporate Travel Link, Inc. (A wholly-owned subsidiary
of the Company), 2401 Morris Avenue, 3rd Floor, Union, New Jersey 07083 on
Tuesday, July 16, 1996 at 9:30 A.M. for the following purposes:
(1) To elect a Board of Directors of four persons; and
(2) To consider and approve a proposal to change the name of the Company from
Robotic Lasers, Inc. to Genisys Reservation Systems, Inc.; and
(3) To consider and approve a proposal to effect a 2 for 1 reverse stock split
of the outstanding shares of Common Stock of the Company; and
(4) To transact such other business as may properly come before the meeting or
any adjournment thereof.
Only Stockholders of record at the close of business on June 25, 1996, are
entitled to notice of and to vote at the meeting or any adjournment thereof.
ALL STOCKHOLDERS ARE CORDIALLY INVITED AND URGED TO ATTEND THE MEETING. NO
PROXIES ARE BEING SOLICITED SINCE THE MANAGEMENT OF ROBOTIC LASERS, INC. HAS
BEEN ADVISED THAT SHAREHOLDERS REPRESENTING A MAJORITY OF THE SHARES OF COMMON
STOCK ISSUED AND OUTSTANDING WILL BE PRESENT AT THE MEETING AND THAT THEY INTEND
TO VOTE FOR THE ELECTION OF THE FOUR DIRECTORS HEREINAFTER NAMED TO SERVE AS
SUCH UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE ELECTED AND
HAVE QUALIFIED, FOR THE PROPOSAL TO CHANGE THE NAME OF THE COMPANY, AND FOR THE
PROPOSAL TO EFFECT A 2 FOR 1 REVERSE STOCK SPLIT.
On December 21, 1995, the Board of Directors of the Company approved and adopted
a proposal to change the Company's fiscal year to a calendar fiscal year
effective with the fiscal year ended December 31, 1995. A copy of the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1995 is enclosed
as is a copy of the Company's quarterly report on Form 10-QSB for the fiscal
quarter ended December 31, 1995.
By Order of the Board of Directors
John H. Wasko
Secretary
June 25, 1996
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ROBOTIC LASERS, INC.
P.O. BOX 2039
NEWARK, NEW JERSEY 07114
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
---------------------
This information statement is furnished by the Board of Directors of
Robotic Lasers, Inc. (The "Company") in connection with the annual meeting of
stockholders of the Company to be held at the offices of the Company's
wholly-owned subsidiary, Corporate Travel Link, Inc., 2401 Morris Avenue, 3rd
Floor, Union, New Jersey, on Tuesday, July 16, 1996, at 9:30 A.M., and at any
adjournment thereof pursuant to and for the purposes set forth in the
accompanying Notice of Meeting.
The affirmative vote of a majority of shares of Common Stock
represented at the meeting will be required in order to elect directors and
approve the other proposals presented herein. The officers and directors of the
Company, who own 79.08% of its outstanding Common Stock, have indicated their
intention to vote FOR the election of the four directors hereinafter named to
serve as such until the next Annual Meeting or until their successors are
elected and have qualified, FOR the proposal to change the name of the Company
and FOR the proposal to effect a 2 for 1 reverse stock split.
VOTING SECURITIES
At the close of business on June 25, 1996, the record date for
determination of stockholders entitled to notice of and to vote at the meeting,
there were outstanding 5,669,731 shares of Common Stock, each share being
entitled to one vote upon each of the matters to be voted on at the meeting.
There are no other voting securities outstanding.
In the absence of a quorum (2,834,866 Shares) in person at the meeting,
the meeting may be adjourned from time to time without notice other than
announcement at the meeting until a quorum shall be formed.
PROPOSAL ONE: ELECTION OF DIRECTORS
The following information is submitted concerning the four nominees for
election, to serve as directors of the Company until the 1997 Annual Meeting or
until their successors are elected and have qualified.
NOMINEES FOR ELECTION
The nominees named below are all presently serving as directors of the
Company.
Joseph Cutrona, age 57, has served the Company as President and Chairman of the
Board since
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August, 1995, and has served as President of Travel Link since inception, March
11, 1994. He has been employed full-time by Travel Link since March 1995. From
1992 to 1995, Mr. Cutrona was engaged as marketing consultant of Country Club
Transportation Services, Newark, New Jersey, a company providing limousine
services. From 1990 to 1992, he served as Marketing Director of Gem Limousine,
Edison, New Jersey, a provider of limousine services. From 1978 to 1990, Mr.
Cutrona provided limousine consulting services to large corporations in the
tri-state area. From 1965 to 1978, he was active in the real estate industry.
Mr. Cutrona has had numerous positions in the military under the command of the
National Security Agency. From 1961 to 1964, he served as Education Officer in
the United States Information Service in addition to serving as Far East State
Department Aid to US Attorney General Robert Kennedy in 1962. Mr. Cutrona
graduated from Fairleigh Dickinson University in 1960 with a B.A. in political
science and from 1960 to 1963, he did graduate studies at the University of
Maryland and Sophia University, Osaka, Japan.
Mark A. Kenny, age 43, has served the Company as Executive Vice President and
Director since August 1995 and has served as Executive Vice President of Travel
Link since inception, March 11, 1994. From 1974 to the present, Mr. Kenny has
been a partner of Country Club Transportation Services, a provider of limousine
services, which he founded in 1974. Mr. Kenny is one of the original members of
the New Jersey Business Travel Association and attended Seton Hall Preparatory
School and Seton Hall University. He is also a member of the Association of
Corporate Travel Executives and a charter member of the New Jersey Limousine
Association.
Warren D. Bagatelle, age 57, has been, since 1988, a Managing Director
at Loeb Partners Corporation, a New York City investment banking firm and member
of the New York and American Stock Exchanges. Mr. Bagatelle is also a director
of Energy Research Corporation, a company engaged in the development and
commercialization of electrical energy storage and power generation equipment,
principally fuel cells and rechargeable storage batteries, Rotary Power
International, Inc., a developer and manufacturer of rotary engines, and Sports
Media, Inc., a sports publishing and marketing company. From 1981 to 1987, he
was head of Corporate Finance and chairman of Josephthal, Lyon & Ross
Incorporated (formerly Rosenkrantz, Lyon & Ross, Inc.), an investment banking
firm. Mr. Bagatelle has a B.A. in economics from Union College and an M.B.A.
from Rutgers University.
John H. Wasko, age 57, has served the Company as Secretary since
September 1995, as Secretary and Treasurer since April, 1996, and as a Director
since its inception in April 1986. Mr. Wasko has also served the Company as
President and Chairman of the Board since its inception to August 1995, and as
Treasurer from April 1986 to September 1987 and from May 1988 to August 1995.
Mr. Wasko has also served as Chairman of the Board, President and Director of
JEC Lasers, Inc. ("JEC") since it was organized in September 1977. Mr. Wasko was
employed by Holobeam Lasers, Inc. From November 1973 until August 1977, having
served as general manager from November 1976 until August 1977; as director of
marketing from March 1975 to November 1976; and as manager of the laser
applications group from November 1973 to March 1975. Mr. Wasko was a co-founder
and President of Laser Applications, Inc., a company which was formed in April
1971 and sold in November 1973. He was awarded a bachelor of science degree in
physics in 1963 and a master of science degree in physics (summa cum laude) in
1965 from Fairleigh Dickinson University.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tabulation shows the security ownership as of August 31,
1995 of (i) each person known to the Company to be the beneficial owner of more
than 5% of the Company's outstanding Common Stock, (ii) each Director and
officer of the Company, and (iii) all Directors and Officers as a group.
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NUMBER OF PERCENT
NAME & ADDRESS SHARES OWNED OF CLASS
Loeb Holding Corp. As Agent (1)(5) 1,699,715 29.98%
61 Broadway
New York, NY 10006
Warren D. Bagatelle (1)(5) 1,699,715 29.98%
Loeb Partners Corp.
61 Broadway
New York, NY 10006
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Joseph Cutrona 1,322,865 23.51%
P.O. Box 2039
Newark, NJ 07114
Mark A. Kenny 1,322,865 23.51%
P.O. Box 2039
Newark, NJ 07114
Steven E. Pollan 666,432 11.75%
18 Village Green Court
South Orange, NJ 07079
John H. Wasko (2) (3) (4) 118,276 2.08%
JEC Lasers, Inc.
441 Market Street POB 933
Saddle Brook, NJ 07663
All Officers and Directors
as a group (4 persons) 4,483,721 79.08%
(1) Includes 1,682,910 Common Shares purchased by Loeb Holding Corp.,
as agent for Warren D. Bagatelle, Managing Director of Loeb Partners Corp., HSB
Capital and a number of other customers of, and trusts managed by, Loeb Partners
Corp., and 12,339 Common Shares owned directly by Warren D. Bagatelle and 4,466
Common Shares owned directly by HSB Capital.
(2) Does not include 58,766 Common Shares owned of record by Joan E.
Wasko, John Wasko's wife, of which Mr. Wasko disclaims beneficial ownership, but
of which he may be deemed beneficial owner.
(3) Does not include an option to purchase 4,701 shares of the
Company's Common Stock granted to Mr. Wasko by Saddle Brook Investors.
(4) Does not include a 5-year option to purchase 50,000 shares of the
Company's Common Stock at a price of $0.30 per share granted to Mr. Wasko by the
Company on August 11, 1995.
(5) Does not include 841,455 Common Shares to be received by Loeb
Holding Corp. upon conversion of the interim loan agreements into two
Promissory Notes.
Messrs. Cutrona, Kenny and Pollan may be deemed to be "parents" and
"promoters" of Travel Link, as those terms are defined in the rules and
regulations of the Securities Act of 1933, as amended. In August 1994 and
February 1995, Messrs. Cutrona, Kenny and Pollan received their Common Stock in
Travel Link for $7,840, $7,840 and $3,920, respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During February 1995, the Company issued 45,765 shares of its Common
Stock in repayment of certain liabilities totaling $251,702. Those liabilities
include notes payable to Saddle Brook Investors of $149,633, note payable plus
accrued interest to a director of $34,273 and certain accounts payable of
$67,796.
During March 1995, John H. Wasko, then President of the Company, upon
exercise of his option, acquired 70,520 shares of the Common Stock of the
Company at an exercise price of $0.02145 per share.
On March 3, 1995, the Company and JEC signed a purchase agreement
whereby JEC acquired all of the assets, rights and properties relating to the
Company's CO2 laser research and development
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agreement with LCL, subject to certain liabilities, in full consideration for
the forgiveness of the indebtedness of the Company to JEC in the amount of
$345,593 owed as of February 28, 1995.
On August 11, 1995, Robotic Lasers acquired Corporate Travel Link, Inc.
by issuing 5,048,730 shares of restricted New Common Stock of the Company in
exchange for 300 shares of the common stock of Corporate Travel Link owned by
Joseph Cutrona, Mark A. Kenny and Steven E. Pollan which represented all the
authorized, issued and outstanding shares of common stock of Corporate Travel
Link. As of August 11, 1995, the Company's business and operations consist
solely of the business and operations of Corporate Travel Link ("Travel Link")
which continues to operate as a wholly-owned subsidiary of the Company. Travel
Link (a development-stage enterprise) was incorporated on March 7, 1994. The
principal business activity of Travel Link is developing a computerized
limousine reservation system for the business traveler. The management of Travel
Link anticipates that the proprietary software that they are developing will
enable their system of limousine reservations to be completely computerized --
i.e, be entirely automatic and operate without human intervention.
Warren D. Bagatelle, a Director of the Company and Managing Director of
Loeb Partners Corporation, is also one of the five members of the group, Saddle
Brook Investors. Saddle Brook Investors, as a group, is the owner of 105,318
shares (1.87%) of the Common Stock of the Company. In addition, on September 30,
1995, 1,682,910 Common Shares of the Company were purchased by Loeb Holding
Corp. ("Loeb") as agent for Warren D. Bagatelle, HSB Capital and a number of
other customers of, and trusts managed by, Loeb. Mr. Bagatelle and Saddle Brook
Investors are also major shareholders and secured creditors of JEC.
On December 1, 1995, the Company and Loeb signed an interim loan
agreement whereby Loeb loaned the Company the sum of $50,000 due in 60 days
together with interest of 9% to be used as working capital. Additionally on
December 4, 1995, January 16, 1996, February 23, 1996, and March 12, 1996, the
Company and Loeb signed additional interim loan agreements whereby Loeb loaned
the Company the sums of $100,000, $50,000, $25,000 and $25,000 respectively.
Each of these additional interim loans were due in 60 days from the date of each
agreement and accrued interest at 9% per annum.
Loeb has the option to convert the five interim loan agreements into
two term Promissory Notes, one in the principal amount of $237,500 and the other
in the principal amount of $12,500. The two promissory notes would supersede the
above Interim Loan Agreements and repayment of the advances would be governed by
these promissory notes and not by the provisions of any of the interim loan
agreements. In consideration for the conversion of the interim loan agreements
into the two term Promissory Notes, Loeb will receive 841,455 shares of Common
Stock of the Company.
The principal amount of the $237,500 note is to be repaid in 12 equal
quarterly payments commencing two (2) years from the date of said note.
Prepayments may be made at any time without penalty. Interest is accrued at a
rate of nine percent (9%) per annum and interest payments are to be made
quarterly at the end of each calendar quarter, or at such earlier date that the
Note becomes due and payable as a result of acceleration, prepayment or as
otherwise provided therein. Interest shall begin to run from the date that the
monies are or were advanced to the Maker.
The Promissory Note for $12,500 will accrue interest at the rate of
nine percent (9%) per annum payable quarterly and is convertible at the sole
option of the holder into a maximum of an additional 15% of the common shares of
the Company determined by a sliding scale based on the audited pretax profits of
the Company during the second and third years of operations of the Company on a
sliding scale based upon the Company achieving between 50% and 80% of the
projections provided to Loeb. (Example: If the Company achieves 80% or better of
projection, no conversion; if the Company achieves 50% or less of projection,
conversion into 15% of the Company; if the Company achieves between 50% and 80%
of projection, the note is convertible into the pro-rata portion of 15% of the
Company, i.e., 70% achievement
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equals one-third of the 15% of the Company). Unless previously converted, this
$12,500 principal amount, together with any accrued but unpaid interest, shall
become a demand note after the third year of operation of the Company.
COMMITTEES
The Company's Executive Committee is empowered to exercise to full
authority of the Board of Directors in circumstances when convening the full
Board is not practicable.
Mr. Joseph Cutrona, Mr. Mark
A. Kenny and Mr. Warren D. Bagatelle currently serve as members. The Executive
Committee held no
meetings during the fiscal year ended August 31, 1995.
The Company's Compensation Committee is empowered to establish and
review the
compensation of officers and employees and to make awards under the Company's
Bonus Plan. Mr.
Warren D. Bagatelle and Mr. John H. Wasko currently serve as members. The
Compensation Committee
held no meetings during the fiscal year ended August 31, 1995.
The Board of Directors held one meeting during the fiscal year ended
August 31, 1995.
MANAGEMENT REMUNERATION AND TRANSACTIONS
The following tabulation shows the total compensation paid by the
Company for services in all capacities during the year ended August 31, 1995,
1994 and 1993 to the Officers of the Company and total compensation for all
Officers as a group for such period:
Annual Compensation
Awards
Other
Annual Stock
Name and Year Salary Bonus Compensation Awards /SAR's
Principal Position (Mgmt. Fee)
Joseph Cutrona 1995 $28,000 $0 $3,840 0 0
President 1994 $0 $0 $4,000 0 0
1993 $0 $0 $0 0 0
Mark A. Kenny 1995 $28,000 $0 $3,840 0 0
Vice President 1994 $0 $0 $4,000 0 0
1993 $0 $0 $0 0 0
John H. Wasko 1995 $0 $0 $2,500 0 0
Secretary
Treasurer 1994 $0 $0 $0 0 0
1993 $0 $0 $0 0 0
Payout Long Term
Compensation
LTIP All other
Payout Compentsation
Joseph Cutrona 1995 0 0
President 1994 0 0
1993 0 0
Mark A. Kenny 1995 0 0
Vice President 1994 0 0
1993 0 0
John H. Wasko 1995 0 0
Secretary
Treasurer 1994 0 0
1993 0 0
RENUMERATION OF DIRECTORS
Each Director of the Company who is not also a full-time employee of
the company receives $500.00 per Board meeting attended, plus his out-of-pocket
expenses in relation thereto.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF
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THE FOUR DIRECTORS HEREIN NAMED
PROPOSAL TWO: AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors of the Company has approved and adopted, subject
to shareholder approval, an amendment to the Company's Certificate of
Incorporation which would change the name of the Company from Robotic Lasers,
Inc. to Genisys Reservation Systems, Inc.
REASON FOR PROPOSED AMENDMENT
The purpose of the proposed amendment is to more fairly represent the
business activities of the Company since the acquisition of Corporate travel
Link, Inc. by the Company on August 11, 1995. The Company's business and
operations consist solely of the business and operations of Corporate Travel
Link, Inc., which is developing a computerized limousine reservation system
for the business traveler. Corporate Travel Link, Inc. continues to operate as
a wholly-owned subsidiary of the Company.
On December 21, 1995, the Board of Directors of the Company voted to
change the name of the Company's wholly-owned subsidiary from Corporate Travel
Link, Inc. to Pinnacle GDS, Inc.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL TWO
PROPOSAL THREE: APPROVAL OF TWO-FOR-ONE REVERSE STOCK SPLIT
The Board of Directors of the Company has approved and adopted, subject
to shareholder approval, an amendment to the Company's Certificate of
Incorporation to effect a two-for-one reverse stock split pursuant to which each
two shares of the Company's Common Stock outstanding as of the end of business
on the Record Date will be replaced by one share of Common Stock ("Reverse Stock
Split"). The Reverse Stock Split will reduce the number of outstanding shares of
Common Stock of the Company as of the record date from 5,609,700 to 2,804,850.
The affirmative vote of the holders of a majority of the shares of the
Common Stock outstanding on the record date will be required to approve the
Reverse Stock Split. As a result, abstentions will have the same effect as
negative votes.
REASONS FOR THE REVERSE STOCK SPLIT
The objectives of the Reverse Stock Split are to adjust market
capitalization of the Company to make the Common Stock a more attractive vehicle
for a possible primary offering of additional shares of Common Stock to the
public which may be expected to increase the liquidity and broaden the
marketability of the Company's Common Stock.
PRINCIPLE EFFECTS
The Reverse Stock Split by itself will not affect the shareholders
proportionate equity interest in the Company or the rights of stockholders with
respect to each share of Common Stock as to voting, dividends and other matters.
Since there is no consideration received by the Company in connection with the
Reverse Stock Split, the overall capital of the Company will not change as a
result of the Reverse Split.
EFFECTIVE DATE; DELIVERY OF NEW CERTIFICATES
If the Reverse Stock Split is approved by the Shareholders, it will
become effective upon the filing of a Certificate of Amendment of the Company's
Certificate of Incorporation with the Secretary of State of the State of New
Jersey which is expected to be effective as of the end of business on the date
of the
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Shareholder Meeting (the "Reverse Stock Split Record Date"). Subject to such
approval, on or about July 30, 1996, (the "Reverse Stock Split Notification
Date"), the Company will mail to each stockholder instructions on how to redeem
their present stock certificates for the Reverse Stock Split Common Stock
Certificate of the Company. Shareholders should not retain their stock
certificates representing shares of Common Stock but should send them to the
Company's transfer agent upon receipt of the instructions. Thereafter, on or
about August 13, 1996 (the "Reverse Stock Split Payment Date"), the Company will
mail a certificate representing the number of Reverse Stock Split shares of
Common Stock owned by the Shareholders. If the Stockholders approve the Reverse
Stock Split after July 16, 1996 due to adjournment or postponement of the
Shareholder Meeting, or if the Amended Certificate is not filed on July 16,
1996, for other reasons, the Reverse Stock Split Record Date, the Reverse Stock
Split Information Date and the Reverse Stock Split Payment Date may be changed.
Stockholders contemplating a sale between the Reverse Stock Split Payment Date
should consult their brokers as to their entitlement to the reverse split
shares.
TAX CONSEQUENCES
The following discussion is included for general information only.
Stockholders should consult their personal tax advisors to determine the
particular consequences of the Reverse Stock Split, including the applicability
and effect of federal income and other taxes. No gain or loss will be recognized
for federal income tax purposes on the receipt of the Reverse Stock Split shares
of Common Stock. A holder's tax basis in the shares of Common Stock held
immediately prior to the Reverse Stock Split is allocated proportionately among
the new shares issued as a result of the Reverse Stock Split. The holding period
of the shares of Reverse Stock Split Common Stock will include the period during
which the shares of Common Stock owned immediately prior to the Reverse Stock
Split were held.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL THREE
OTHER MATTERS
The Board of Directors of the Company knows of no business to be
presented at the meeting other than that stated in the notice of such meeting.
In the event, however, that other matters properly come before the meeting or
any adjournment thereof, it is intended that the stockholders present will vote
on such matters in accordance with their best judgment.
All stockholders are cordially invited and urged to attend the meeting.
No proxies are being solicited since the Management of Robotic Lasers, Inc. has
been advised that stockholders representing a majority of the shares of Common
Stock issued and outstanding will be present at the meeting and that the they
intend to vote FOR the election of the four directors named herein to serve as
such until the next Annual Meeting or until their successors are elected ans
have qualified, FOR Proposal Two, and FOR Proposal Three.
By Order of the Board of Directors
John H. Wasko
Secretary
June 25, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
___ QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
X TRANSITION REPORT UNDER SECTON 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from September 1, 1995 to December 31, 1995
Commission File Number 033-19522-NY
Robotic Lasers, Inc. And Subsidiary
(Exact Name of registrant as specified in its charter)
New Jersey 22-2179541
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification no.)
PO Box 2039, Newark, New Jersey 07114
(Address of principal executive offices) (Zip Code)
(908) 810-8767
Issuer's Telephone Number including Area Code
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter periods 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
tro be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of January 31, 1996:
5,609,700 share of Common Stock
Transitional Small Business Disclosure Format (check one)
Yes X No
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ROBOTIC LASERS, INC. AND SUBSIDIARY
(a Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
December August*
31, 1995 31,1995
(unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 22,613 $ 11,147
Prepaid Expenses 703 3,734
Total Current Assets 23,316 14,881
COMPUTER EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION OF $17,393 302,381 --
OTHER ASSETS
Deposits and Other 26,988 245,121
$ 352,685 $260,002
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 117,138 $ 87,242
Current portion of obligation under computer
equipment lease 45,012 --
Accounts Payable - Country Club Transportation
Services, Inc. -- 4,800
Accrued interest payable 28,096 12,244
Payroll taxes payable 10,000 8,973
Loans Payable - Stockholders -- 6,820
Total current liabilities 200,246 120,079
LONG-TERM DEBT 650,000 435,000
LONG-TERM PORTION OF OBLIGATION UNDER
COMPUTER EQUIPMENT LEASE 89,746 --
939,992 555,079
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred Stock, $.0001 Par Value: 25,000,000
Shares Authorized; None Outstanding
Common Stock, $.0001 Par Value: 75,000,000
Shares Authorized; 5,609,700 Shares Issued
And Outstanding 561 561
Paid In Capital 4,952 4,952
Deficit Accumulated During
the Development Stage (592,820) (300,590)
(587,307) (295,077)
$ 352,685 $260,002
*Restated, See Note 5
See Accompanying Notes to Financial Statements
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
DURING THE DEVELOPMENT STAGE
(unaudited)
From Inception
(March 7, 1994) Four Months Three Months
Through Ended Ended
December 31, December 31, November 30,
1995 1995 1994
REVENUES AND EXPENSES DURING
THE DEVELOPMENT STAGE:
Revenue $ -- $ -- $ --
Expenses:
General and Administrative 538,491 250,454 34
Depreciation and Amortization 17,807 17,473 60
556,298 267,927 94
(LOSS) FROM OPERATIONS (556,298) (267,927) (94)
INTEREST EXPENSE 36,522 24,303 --
NET (LOSS) INCURRED DURING
THE DEVELOPMENT STAGE ($592,820) ($292,230) ($94)
NET (LOSS) PER COMMON SHARE ($.11) ($.05) ($.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,168,797 5,609,700 5,048,730
See Accompanying Notes to Financial Statements
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ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Capital Accumulated
In During The
Common Stock Excess Development
Total Shares Value of Par Stage
BALANCE -
AUGUST 31, 1995 -
AS PREVIOUSLY
REPORTED $85,947 5,609,700 $561 $386,499 ($301,113)
ADJUSTMENT OF
COST OF REVERSE
ACQUISITION TO
FAIR VALUE OF
NET TANGIBLE
ASSETS OF
COMPANY (381,024) -- -- (381,547) 523
BALANCE
AUGUST 31, 1995
AS RESTATED (295,077) 5,609,700 561 4,952 (300,590)
NET (LOSS)
FOR THE
FOUR MONTHS
ENDED
DECEMBER 31,
1995 ( 292,230) -- -- -- (292,230)
BALANCE -
DECEMBER 31,
1995 ($587,307) 5,609,700 $561 $ 4,952 ($592,820)
See Accompanying Notes to Financial Statements
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ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
From Inception
(March 7, 1994)
Through Four Months Three Months
December 31, Ended Ended
December 31, November 30
1995 1995 1994
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (Loss) ($592,820) ($292,230) ($94)
Adjustment to Reconcile
Net (Loss) to Cash
Flows from Operating Activities:
Depreciation and Amortization 17,807 17,473 60
Common Stock issued for services
rendered 19,600 -- --
Changes in operating assets
and liabilities:
Other Assets (27,402) 218,053 --
Accounts Payable and
Accrued Expenses 117,138 29,896 34
Prepaid Expenses (703) 3,031 --
Payroll Taxes Payable 10,000 1,027 --
Accrued Interest Payable 28,096 15,852 --
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES: (428,284) (6,898) --
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of Computer
Equipment (319,774) (319,774) --
CASH FLOWS FROM FINANCING
ACTIVITIES:
Repayment to Stockholders -- (6,820) --
Loans and Advances from
Country Club Transportation
Services, Inc. -- (4,800) --
Proceeds from Issuance
of Note Payable
- Loeb Holding Corp. 650,000 215,000 --
Other (14,087) -- --
Payments under
Computer Equipment
Lease (9,724) (9,724) --
Proceeds from sale
and lease-back 144,482 144,482 --
NET CASH PROVIDED BY
FINANCING ACTIVITIES: 770,671 338,138 --
NET INCREASE (DECREASE)
IN CASH 22,613 11,466 --
CASH - BEGINNING
OF PERIOD -- 11,147 5
CASH - END OF PERIOD $ 22,613 $ 22,613 $ 5
SUPPLEMENTAL CASH
FLOW INFORMATION:
Interest paid $ 8,426 $ 8,426 $ --
See Accompanying Notes to Financial Statements
15
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 Basis of Presentation
The consolidated balance sheet at the end of the preceding
fiscal year has been derived from the audited consolidated balance sheet
contained in the Company's Form 10-K and is presented for comparative purposes.
All other financial statements are unaudited. In the opinion of management, all
adjustments which include only normal recurring adjustments necessary to present
fairly the financial position, results of operations and cash flows of all
periods presented have been made. The results of operations for interim periods
are not necessarily indicative of the operating results for the full year.
Footnote disclosures normally included in financial statements
prepared in accordance with the generally accepted accounting principles have
been omitted in accordance with the published rules and regulations of the
Securities and Exchange Commission. These consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's Form 10-K for the most recent fiscal year.
Note 2 Activities of the Company
The Company is in the development stage and has not yet
generated any revenues from operations. The Company's funds have been provided
from Loeb Holding Corporation, Country Club Transportation Services, Inc., an
affiliated entity and LTI Ventures Leasing Corporation.
As reflected in the accompanying consolidated financial
statements, the Company has incurred net losses of $592,820 since inception, and
at December 31, 1995, had a working capital deficiency of $176,930. These
factors, among others, indicate that the Company may be unable to continue in
existence. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence.
Note 3 Long-Term Debt
On September 5, 1995, the Company and Loeb Holding Corp.
("Loeb) signed an agreement whereby Loeb purchased 1,682,910 shares of Common
Stock of the Company. In consideration for the sale of the stock, Loeb agreed to
loan the Company up to a maximum of $500,000 as evidenced by two Promissory
Notes dated September 5, 1995, one in the principal amount of $475,000 and the
other in the principal amount of $25,000. In addition, Loeb loaned the Company
an additional $150,000 in December 1995.
(a) The promissory note for $475,00 supersedes the previous
Interim Loan Agreements and repayments of the advances is governed by these
promissory notes and not by the provisions of any of the interim loan
agreements.
The principal amount of the $475,000 note is to be repaid in
12 equal quarterly payments commencing two (2) years from the date of said note.
Prepayments may be made at any time without penalty. Interest is accrued at the
rate of nine percent (9%) per annum and interest payments are to be made
quarterly at the end of each calendar quarter, or at such earlier date that this
Note becomes due and payable as a result of acceleration, prepayment or as
otherwise provided herein. Interest shall begin to run from the date that the
monies are or were advanced to the Maker. On March 31, 1996, all interest
accrued
16
<PAGE>
through that date was calculated and shall be paid in four equal installments on
March 31, 1996, June 30, 1996, September 30, 1996 and December 31, 1996. In
addition, the first quarterly interest payment shall be made on March 31, 1996,
for interest due for the first quarter of 1996, and quarterly interest payments
shall be made thereafter on March 31st, June 30th, September 30th and December
31st of each year.
(b) The Promissory Note for $25,000 accrues interest at the
rate of nine percent (9%) per annum payable quarterly and is convertible at the
sole option of the holder into a maximum of an additional 30% of the common
shares of the Company determined by a sliding scale based on the audited pretax
profits of the Company during the second and third years of operations of the
Company on a sliding scale based upon the Company achieving between 50% and 80%
of the projections provided to Loeb. (Example: If the Company achieves 80% or
better of projection, no conversion; if the Company achieves 50% or less of
projection, conversion into 30% of the Company; if the Company achieves between
50% and 80% of projection, the note is convertible into the pro-rata portion of
30% of the Company, i.e., 70% achievement equals one-third of the 30% of the
Company.)
Unless previously converted, the principal amount of this note
shall be repaid by the Company in twelve (12) equal quarterly installments, the
first principal payment to be made on April 1, 1998.
There was no cash paid for interest for the four months ended
December 31, 1995. As of the date of this report, no cash has been paid to Loeb
for interest and the Company is technically in default on the Loeb Notes.
Note 4 Computer Equipment Lease
On September 30, 1995, the Company entered into a sale and
lease-back arrangement with LTI Ventures Leasing Corp. (LTI) whereby the Company
sold the bulk of its computer hardware and commercially purchased software to
LTI. In consideration of the sale, the Company received a total of $144,482 and
agreed to lease back the hardware and software for initial terms ranging from 24
to 30 months at a monthly rental totalling $6,050.
At the end of the initial lease term, the Company may:
(a) Extend the Initial Term for not less than all
Equipment for an additional 12 months at a Monthly
Rental equal to a prescribed percentage of the
Monthly Rental paid by Lessee during the Initial
Term, provided all payments have been made in
accordance with the Lease and there shall be no
default under the Lease by the Lessee, title to the
Equipment shall pass to Lessee at the expiration of
the 12- month extension and upon payment of $1.00;
(b) Extend the Initial Term for not less than all the
Equipment for an additional 12
months at Fair Market Value rental;
(c) Purchase not less than all the Equipment at Fair
Market Value for a purchase price equal to the Fair
Market Value thereof as of the end of the Initial
Term, plus any taxes applicable at the time of
purchase. The purchase price shall be paid by Lessee
to Lessor at least thirty (30) days before the
expiration of the Initial Term; or
(d) Return not less than all the Equipment, subject to
remarketing charge equal to 5%
of the Purchase Price.
As a consideration for entering into the aforementioned
agreement with the Company, LTI was granted a 5-year warrant to purchase a
maximum of 21,673 shares of Common Stock of the Company for cash at a price of
$1.00 per share.
17
<PAGE>
Note 5 Restatement
The consolidated financial statements for the year ended
August 31, 1995 are being restated to reflect the fair value of the Company's
net tangible assets instead of the outstanding shares as the cost of the reverse
acquisition of Corporate Travel Link, Inc.
18
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operations, Liquidity and Capital Resources
The Company is in the development stage and has not yet
generated any revenues from operations. As reflected in the accompanying
financial statements, the Company has incurred losses of $592,820 since
inception and at December 31, 1995 had a working capital deficit of $176,930.
At December 31, 1995, current assets were lower than current
liabilities by $176,930, while at August 31, 1995, current assets were lower
than current liabilities by $105,198. The current ratio was 0.12 to 1 at
December 31, 1995, and at August 31, 1995.
Selling, general and administrative expenses were $250,454 for
the four months ended December 31, 1995 as compared to $34 during the three
months ended November 30, 1994.
The Company's funds have principally been provided from Loeb
Holding Corp. (See Note 3), and LTI Ventures Leasing Corporation (See Note 4).
On September 5, 1995, the Company and Loeb Holding Corp.
signed an agreement whereby Loeb purchased 1,682,910 shares of Common Stock of
the Company. In consideration for the sale of the stock, Loeb agreed to loan the
Company up to a maximum of $500,000 as evidenced by two Promissory Notes dated
September 5, 1995, one in the principal amount of $475,000 and the other in the
principal amount of $25,000. In addition, Loeb loaned the Company an additional
$150,000 in December 1995.
On September 30, 1995, the Company entered into a sale and
lease-back arrangement with LTI Ventures Leasing Corp. (LTI) whereby the Company
sold the bulk of its computer hardware and commercially purchased software to
LTI. In consideration for the sale, the Company received a total of $144,482 and
agreed to lease back the hardware and software for initial terms of 24 to 30
months at a monthly rental totalling $6,050 (See Note 4).
At December 31, 1995, the Company had cash and cash
equivalents of $22,613 and a working capital deficit of $176,930. Management of
the Company estimates that it will require additional funding of approximately
$500,000 to provide for its planned operations for the next six months. The
Company is exploring a number of options to raise the required funds.
PART II OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K.
A report on Form 8-K, complete with all applicable exhibits,
was filed on February 2, 1996.
19
<PAGE>
SIGNATURES
Pursuant to requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ROBOTIC LASERS, INC.
Date_____________________ _________________________
Joseph Cutrona
President and Chairman
Date_____________________ __________________________
John H. Wasko
Secretary, Treasurer and
Principal Financial Officer
20
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL. AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X Annual Report Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
For the fiscal year ended August 31, 1995
Transition Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the transition period from to
Commission File No. 033-19522-NY
ROBOTIC LASERS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2719541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 2039, Newark, NJ 07114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are. code:
(201)843-6600
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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]
<PAGE>
State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The aggregate market value shall
be 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 60 days prior to the date of filing. NOT AVAILABLE
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of latest practicable date. The number of shares
outstanding of the registrant's Common Stock as of November 30, 1995 was
5,609,700 shares, $.0001 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE:
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security-holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(C) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes.
NONE
<PAGE>
PART I
Item 1. Business.
History
The Company was incorporated in New Jersey in April 1986 as a wholly
owned subsidiary of JEC Lasers, Inc. ("JEC") to continue the research and
development of an ultra-compact, multi-kilowatt CO, laser begun under an
agreement with Loughborough Consultants Ltd. ("LCL") which is affiliated with
Loughborough University of Technology, Loughborough, Leicestershire, England.
In May 1982, JEC entered into a research and development agreement with
LCL. Under the agreement, JEC funded certain research activities conducted by
LCL for the two-year period ended August 31, 1984. In return, JEC was granted an
exclusive license (restated in July 1984) to manufacture, use and market laser
products which may be developed from the existing patent owned by LCL, which
covers the multiple electrode discharge concept invented by Dr. John E. Harry,
and to own and exploit any additional patents that may result from the research
activities.
Due to the uncertain financial condition of JEC and, in order to
preserve the CO 2 laser technology which management felt may have some value, on
May 30, 1986, the Board of Directors of JEC voted to spin-off Robotic Lasers
into an independent, publicly-owned corporation by issuing a stock dividend of
one share of the Company's Common Stock for every four shares of JEC common
stock outstanding to all shareholders of record as of July 8, 1986. On September
23, 1988, the shares were registered under the Act. On June 25, 1986, the
Company and JEC signed a Purchase Agreement whereby the Company acquired all of
the assets, rights and properties relating to JEC's CO, laser research and
development agreement with LCL, subject to certain liabilities. This transaction
may be deemed not to have been made on an arm's length basis.
JEC continued funding the above-described research project from
September 1, 1984 through June 1986. After acquiring the rights to the CO, laser
project in June 1986, the Company funded the research activities conducted by
LCL through February 28, 1987, at which time they were suspended due to a lack
of funds.
On March 3, 1995, the Company sold all of the assets, rights and
properties relating to the CO 2 laser research and development agreement with
LCL, subject to certain liabilities , to JEC for $345,593 which generated a
profit of approximately $246,000.
On August 9, 1995, the Shareholders of the Company approved an
amendment to the Company's Certificate of Incorporation to effect a
fifty-five-for-one reverse stock split pursuant to which each fifty-five shares
of the Company's Common Stock outstanding as of its close of business on July
12, 1995 was replaced by one share of New Common Stock. The reverse stock split
reduced the number of outstanding shares of Common Stock of the Company as of
July 12, 1995 from 30,853,352 to 560,970 shares of New Common Stock.
On August 11, 1995, Robotic Lasers acquired Corporate Travel Link, Inc.
by issuing 5,048,730 shares of restricted New Common Stock of the Company in
exchange for 300 shares of the common stock of Corporate Travel Link owned by
Joseph Cutrona, Mark A. Kenny and Steve E. Pollan which represented
<PAGE>
all of the authorized, issued and outstanding shares of common
stock of Corporate Travel Link.
General
As of August 11, 1995, the Company's business and operations consist
solely of the business and operations of Corporate Travel Link ("Travel Link")
which continues to operate as a wholly-owned subsidiary of the Company.
Travel Link (a development-stage enterprise) was incorporated on
March 7, 1994. The principal business activity of Travel Link is
developing a computerized limousine reservation system for the
business traveler. The management of Travel Link anticipates that
the proprietary software that they are developing will enable their
system of limousine reservations to be completely computerized
i.e., be entirely automatic and operate without human intervention.
At the present time, there are four major airline reservations systems
in operation in the United States -- "Apollo", "Sabre", "System One" and
"Worldspan". Each of these systems allows a travel agency or corporate travel
department to make an airline reservation and receive instantaneously a
confirmation and a printed airline ticket on any airline. It is also possible to
make a hotel reservation with one of the major hotel chains through any of the
reservation systems and receive an instantaneous confirmation of room
availability. Additionally, a travel agent or corporate travel manager may make
an automobile reservation with any one of the major car rental companies (Hertz,
Avis and the like) through these airline reservations systems, and receive an
immediate confirmation of the car rental reservation.
When it comes to limousine reservations, however, there is at present
no method for making a reservation through one of the +/-our major airline
reservation systems and receiving an immediate guaranteed confirmation. The
usual method of making a limousine reservation in a destination city is to call
a limousine company, if the travel agent knows of one. This use of the
telephone, with its attendant inconveniences such a "telephone tag" and missed
communications, can require a few hours to secure a limousine reservation. It is
also an expensive process for the travel agent or corporate travel manager, due
primarily to the personnel required to secure a binding limousine reservation.
There are also frequent billing errors and transcription problems and a lack of
control over what happens to the traveler at his destination.
Downsizing is now the catchword as companies seek avenues of
cost savings. Travel companies now bid with each other to compete
in the corporate marketplace. Corporations must explore every
<PAGE>
possible way to cut costs and save time. Limousine reservations, however, are
still being booked, changed, canceled and reconfirmed by telephone, which is
time-consuming, error-prone and expensive.
Travel Link seeks to solve the problems involved in making limousine
reservations for the business traveler by:
1. Developing a limousine reservation system that utilizes the airline computer
reservation systems already in use, for all the facets of the ground
transportation process.
2. Developing a way to identify and qualify the best ground transportation
providers in the cities that are the business travelers most frequent
destinations.
3. Developing a way to disseminate reservation information to corporate
clients and to affiliated limousine owners with no errors, with immediate
confirmation and without the need to utilize the telephone.
4. Performing the above-described tasks with a high degree of quality
control.
5. Providing corporate clients with precise management and financial
information, to enable them to ascertain precisely where their money is
being spent.
Travel Link proposes to remedy the limousine reservation situation described
above. Travel Link proposes to create its own computer system which will be
linked with the four airline reservation systems. It will also develop a network
of limousine owners throughout the country, who will be linked by computer
Travel Link's computer. Any limousine reservations made through Apollo, Sabre,
System One or Worldspan will be relayed instantaneously to Travel Link's
computer and then to a local limousine company -- all without human intervention
- -- and an immediate limousine reservation will be confirmed.
Employees
Travel Link presently employs 4 full-time employees, none of whom is
covered by a collective bargaining agreement. Travel Link also utilizes
several software and marketing consultants on a part-time basis. Travel Link
believes its personnel relations to be satisfactory.
<PAGE>
Item 2. Properties.
The Company presently leases office space for its Corporate
headquarters from Country Club Transportation Services, Inc., at 35 Pershing
Avenue, Newark, New Jersey. The lease is on a month-to-month basis, and it
provides for a rental of $1,200 per month. It is about to relinquish this
space and lease approximately 2,000 feet of office space at 19 Pershing
Avenue, Newark, New Jersey. The space is presently being renovated for the
needs of Corporate Travel Link, Inc. and should be ready for occupancy on or
about January 5, 1996.
In addition, the Company is leasing 1,500 square feet of office space
for a sales and marketing facility at 2401 Morris Avenue, Union, New Jersey.
The lease is for 5 years commencing on November 1, 1995 at an annual rental of
$23,250 plus an annual fee of $1,875 for utilities. Item 3. Legal Proceedings.
The Company is not a party to any litigation nor, to the knowledge of
the Company, is any litigation threatened.
Item 4. Submission of Matters to a Vote of Security Holders.
A special meeting of the shareholders of the Company was held at the
offices of Paul A. Wurtzel, Esq., 300 Grand Avenue, Englewood, New Jersey
07631 on Wednesday, August 9, 1995 at 9:30 a.m. By a vote of 17,814,554 in
favor and 13,038,799 against, the shareholders of the Company approved an
amendment to the Company's Certificate of Incorporation to effect a
fifty-five-for-one reverse stock split pursuant to which each fifty-five
shares of the Company's Common Stock outstanding as of the end of business on
July 12, 1995 was replaced by one share of New Common Stock. The Reverse Stock
Split reduced the number of outstanding shares of Common Stock of the Company
as of July 12, 1995 from 30,853,352 to 560,970.
<PAGE>
PART 11
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
Market Information
The Company's Common Stock is eligible to trade in the over-the-counter
market, however, the Company has been unable to locate any market makers in its
stock. The following table indicates the quarterly high and low bid prices for
the last two years for the Company's Common Stock, which became publicly traded
on September 23, 1988:
Bid Price Bid Price
1995 1994
Quarter Ended High Low
High Low
November 30 Not Available Not Available
February 28 Not Available Not Available
May 31 Not Available Not Available
August 31 Not Available Not Available
The foregoing prices were provided by the National Quotation
Bureau. Approximate Number of Equity Security Holders
Approximate Number of
Holders of Record as
Title of Class of August 31, 1995
Common Stock,
$.OOOI par value 1,100
Included in the number of stockholders of record are shares held
in "nominee" or "street" name.
Dividends
The Company has never paid any cash dividends. The Company presently
intends to retain any future earnings for use in its operations and, therefore,
does not expect to pay cash dividends in the foreseeable future.
Item 6. Selected Financial Data.
The following table sets forth selected financial data with respect to
the statements of operations and balance sheets of the Company for the five
years ended August 31, 1995. The selected financial data is derived from the
unaudited statements o+/- operations and balance sheets for years ended August
31, 1991 and August 31, 1992 and from the audited statements of operations and
balance sheets for the years ended August 31, 1993, August 31, 1994 and August
31, 1995.
Selected Financial Data:
Years Ended August 31,
1995 1994 1993 1992 1991
(audited)(audited)(audited) (unaudited) (unaudited)
(consolidated)
Net sales $ $ $ $ $
Net income (loss)
incurred during the
development stage (301,113) 47,802 (45,102) ( 46,885) ( 59,334)
Net income (loss) per
common share (.05) .0019 (.0018) (.0019) (.0024)
Working capital
(Deficit) (105,198) (584,620) (640,370) (603,892) (566,282)
Total assets 641,026 161,581 116,884 123,569 203,102
Total liabilities 555,079 640,570 643,675 605,258 637,906
Stockholders' equity
(Deficit) 85,947 (478,989) (526,791) (481,689) (434,804)
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Operations, Liquidity and Capital Resources
The Company is in the development stage and has not yet generated any
revenues from operations. As reflected in the accompanying financial
statements, the Company has incurred losses of $301,113 since inception and at
August 31, 1995 had a working capital deficit of $105,198.
At August 31, 1995, current assets were lower than current
liabilities by $105,198, while at August 31, 1994, current assets were lower
than current liabilities by $23,616. The current ratio was 0.12:1 at August
31, 1995, compared to 0.0002:1 a year earlier.
Selling, general and administrative expenses were $256,621 for the
year ended August 31, 1995 as compared to $31,416 for fiscal 1994, an increase
of $225,205 or 717%.
<PAGE>
The Company's funds have been provided from Loeb Holding Corp. (See
Note 5), advances from stockholders (See Note 4), Country Club Transportation
Services, Inc., an affiliated entity (See Note 6) and LTI Ventures Leasing
Corporation (See Note 7).
On February 8, 1995, the Company and Loeb Holding Corp. ("Loeb")
signed an interim loan agreement whereby Loeb loaned the Company the sum of
$60,00(), due in 60 days together with interest of 9%, to be used as working
capital. Additionally, on March 23, 1995, May 3, 1995, May 8, 1995, June 16,
1995 and July 3, 1995, the Company and Loeb signed additional interim loan
agreements whereby Loeb loaned
the Company the sums of $25,000, $185,000, $40,000, $50,000 and $75,000,
respectively. Each of these additional interim loans were due in 60 days from
the date of the agreement and accrued interest at 9%.
On September 5, 1995, the Company and Loeb Holding Corp. signed an agreement
whereby Loeb purchased 1,682,910 shares of New Common Stock of the Company. In
consideration for the sale of the stock, Loeb agreed to loan the Company up to
a maximum of $500,000 as evidenced by two Promissory Notes dated September 5,
1995, one in the principal amount of $475,000 and the other in the principal
amount of $25,000.
(a) The promissory note for $475,000 supersedes the above Interim
Loan Agreements and repayments of the advances is governed by these
promissory notes and not by the provisions of any of the interim loan
agreements.
The principal amount of the $475,000 note is to be repaid in 12 equal
quarterly payments commencing two (2) years from the date of said note.
Prepayments may be made at any time without penalty. Interest is accrued
at the rate of nine percent (9%) per annum and interest payments are to be
made quarterly at the end of each calendar quarter, or at such earlier
date that this Note becomes due and payable as a result of acceleration,
prepayment or as otherwise provided herein. Interest shall begin to run
from the date that the monies are or were advanced to the Maker. On March
31, 1996, all interest that has accrued through that date shall be
calculated and shall be paid in four equal installments on March 31, 1996,
June 30, 1996, September 30, 1996 and December 31, 1996. In addition, the
first quarterly interest payment shall be made on March 31, 1996, for
interest due for the first quarter of 1996, and quarterly interest
payments shall be made thereafter on March 31st, June 30th, September 30th
and December 31st of each year.
(b) The Promissory Note for $25,000 accrues interest at the rate
of nine percent (9%) per annum payable quarterly and is convertible at the
sole option of the holder into a maximum of an additional 30% common
shares of the Company determined by a sliding scale based on the audited
pretax profits of the Company during the second and third years of
operations of the Company on a sliding scale based upon the Company
achieving between 50% and 80% of the projections provided to Loeb.
(Example: if the Company achieves 80% or better of projection, no
conversion; if the Company achieves 50% or less of projection, conversion
into 30% of the Company; if the Company achieves between 50% and 80% of
projection, the note is convertible into the pro-rate portion of 30% of
the Company, i.e., 70% achievement equals one-third of the 30% of the
Company.)
Unless previously converted, the principal amount of the note
shall be repaid by the Company in twelve (12) equal quarterly
installments, the first principal payment to be made on April 1, 1998.
On September 30, 1995, the Company entered into a sale and lease-back
arrangement with LTI Ventures Leasing Corp. (LTI) whereby the Company sold the
bulk of its computer hardware and commercially purchased software to LTI. In
consideration for the sale, the Company received a total of $144,482 and agreed
to lease back the hardware and software for an initial term of 24 months at a
monthly rental of $6,050.
At the end of the initial 24-month lease, the Company may:
(a) Extend the Initial Term for not less than all the Equipment
for an additional 12 months at a Monthly Rental equal to 60% of
the Monthly Rental paid by Lessee during the Initial Term,
provided all payments have been made in accordance with the Lease
and there shall be no default under the Lease by Lessee, title to
the Equipment shall pass to Lessee at the expiration of the
12-month extension and upon payment of $1.00;
(b) Extend the Initial Term for not less than all the
Equipment for an additional 12 months at Fair Market Value
rental;
(C) Purchase not less than all the Equipment at Fair Market Value
for a purchase price equal to the Fair Market Value thereof as of
the end of the Initial Term, plus any taxes applicable at the
time of purchase. The purchase price shall be paid by Lessee to
Lessor at least thirty (30) days
<PAGE>
before the expiration of the Initial Term; or
(d) Return not less than all the Equipment, subject to a
remarketing charge equal to 5% of the Purchase Price.
As a consideration for entering into the aforementioned agreement with
the Company, LTI was granted a 5-year warrant to purchase a maximum of 21,673
shares of New Common Stock of the Company for cash at a price of $1.00 per
share.
At August 31, 1995, the Company had cash and cash equivalents of
$11,147 and a working capital deficit of $105,198. Management of the Company
estimates that it will require additional funding of approximately $250,000 to
provide for its planned operations for the next six months. The Company is
exploring a number of options to raise the required funds.
Inflation is not expected to have any material effect on the Company.
Item 8. Financial Statements and Supplementary Data.
See Pages Fl through Fll.
PART III
Item 10. Directors and Executive Officers of the_Registrant.
The directors and executive officers of the Company are:
NAME AGE POSITION
Joseph Cutrona 58 President, Chairman
and Director
Mark A. Kenny 43 Executive Vice President
and Director
Steven E. Pollan 50 Treasurer and Director
Warren D. Bagatelle 57 Director
John H. Wasko 57 Secretary and Director
Directors hold office for a period of one year from the annual meeting of
shareholders at which they are elected or until their successors are duly
elected and qualified. The Company's officers are appointed by the Board of
Directors and hold office at the will of the Board.
Joseph Cutrona has served the Company as President and Chairman of the Board
since August, 1995 and has served as President of Travel Link since inception,
March 11, 1994. He has been employed full-time by Travel Link since March 1995.
From 1992 to 1995, Mr. Cutrona was engaged as a marketing consultant by Country
Club Transportation Services, Newark, New Jersey, a company providing limousine
services. From 1990 to 1992, he served as Marketing Director of Gem Limousine,
Edison, New
<PAGE>
Jersey, a provider of limousine services. From 1978 to 1990, Mr. Cutrona
provided limousine consulting services to large corporations in the tri-state
area. From 1965 to 1978, he was active in the real estate industry. Mr. Cutrona
has had numerous positions in the military under the command of the National
Security Agency. From 1961 to 1964, he served as Education Officer in the United
States information Service in addition to serving as Far East State Department
Aid to US Attorney General Robert Kennedy in 1962. Mr. Cutrona graduated from
Fairleigh Dickinson University in 1960 with a B.A. in political science and from
1960 to 1963, he did graduate studies at the University of Maryland and Sophia
University, Osaka, Japan.
Mark A. Kenny has served the Company as Executive Vice President and
Director since August 1995 and has served as Executive Vice President of Travel
Link since inception, March 11, 1994. From 1974 to the present, Mr. Kenny has
been a partner of Country Club Transportation Services, a provider of limousine
services, which he founded in 1974. Mr. Kenny is one of the original members of
the New Jersey Business Travel Association and attended Seton Hall Preparatory
School and Seton Hall University. He is also a member of the Association of
Corporate Travel Executives and a charter member of the New Jersey Limousine
Association. Although Mr. Kenny has retained his ownership in Country Club
Transportation, he is no longer involved in the day-to-day operation of Country
Club Transportation and is now employed full-time by Travel Link.
Steven E. Pollan has served the Company as Treasurer and Director since
August 1995 and as Secretary from August 1995 to September 1995. Mr. Pollan has
also served as Secretary/Treasurer and General Counsel of Travel Link since
inception, March 11, 1994, and has been employed full-time by Travel Link since
March 1995. Mr. Pollan has, for more than the past five years, been practicing
as an attorney. From 1974 to 1995, he was a principal of the law firm of Pollan
and Pollan, Esqs. From 1972 to 1974, Mr. Pollan served as Deputy Attorney
General of the State of New Jersey. Mr. Pollan graduated from Cornell University
College of Arts and Sciences in 1967 with a B.S. in economics (cum laude) and
from Cornell University Law School in 1970.
Warren D. Bagatelle has been, since 1988, a Managing Director at Loeb
Partners Corporation, a New York City investment banking firm and member of the
New York and American Stock Exchanges. Mr. Bagatelle is also a director of
Energy Research Corporation, a company engaged in the development and
commercialization of electrical energy storage and power generation equipment,
principally fuel cells and rechargeable storage batteries, Rotary Power
International, Inc., a developer and manufacturer of rotary engines and Sports
Media, Inc., a sports publishing and marketing company. From 1981 to 1987, he
was head of Corporate Finance and Chairman of Josephthal, Lyon & Ross
Incorporated (formerly Rosenkrantz, Lyon & Ross, Inc.), an investment banking
firm. Mr. Bagatelle has a B.A. in economics
<PAGE>
from Union College and an M.B.A. from Rutgers University.
John H. Wasko has served the Company as Secretary since September 1995
and as a Director since its inception in April 1986. Mr. Wasko has also served
the Company as President and Chairman of the Board since its inception to
August, 1995 and as Treasurer from April 1986 to September 1987 and from May
1988 to August, 1995. Mr. Wasko has also served as Chairman of the Board,
President and Director of JEC Lasers, Inc. ("JEC") since it was organized in
September 1977. Mr. Wasko was employed by Holobeam Lasers, Inc. from November
1973 until August 1977, having served as general manager from November 1976
until August 1977; as director of marketing from March 1975 to November 1976;
and as manager of the laser applications group from November 1973 to March 1975.
Mr. Wasko was a co-founder and President of Laser Applications, Inc., a company
which was formed in April 1971 and sold in November 1973. He was awarded a
bachelor of science degree in physics in 1963 and a master of science degree in
physics (summa cum laude) in 1965 from Fairleigh Dickinson University.
Item 11. Management Remuneration and Transactions.
The following tabulation shows the total compensation paid by the
Company for services in all capacities during the year ended August 31, 1995,
1994 and 1993 to the Officers of the Company and total compensation for all
Officers as a group for such period:
Annual Compensation
Name and principal Year Salary Bonus
Position
Joseph Cutrona
President 1995 $28,000 0
1994 0 0
1993 0 0
Mark A. Kenny
Vice President 1995 $28,000 0
1994 0 0
1993 0 0
Steven E. Pollan
Treasurer/General
Counsel 1995 $28,000 0
1994 0 0
1993 0 0
All Officers As
A Group 1995 $84,000 0
1994 0 0
1993 0 0
<PAGE>
Name and principal Year Other Annual Awards
Position Compensation Restricted
(Mgmt. Fee) Stock
Awards
Joseph Cutrona
President 1995 $3,840 0
1994 4,000 0
1993 0 0
Mark A. Kenny
Vice President 1995 $3,840 0
1994 4,000 0
1993 0 0
Steven E. Pollan
Treasurer/General
Counsel 1995 $1,920 0
1994 2,000 0
1993 0 0
All Officers As
A Group 1995 $9,600 0
1994 10,000 0
1993 0 0
Long Term Compensation
Name and principal Year Options LTIP Other
Position SAR's Payouts Compensation
Joseph Cutrona
President 1995 $ 0 0 0
1994 0 0 0
1993 0 0 0
Mark A. Kenny
Vice President 1995 $ 0 0 0
1994 0 0 0
1993 0 0 0
Steven E. Pollan
Treasurer/General
Counsel 1995 $ 0 0 0
1994 0 0 0
1993 0 0 0
All Officers As
A Group 1995 $ 0 0 0
1994 0 0 0
1993 0 0 0
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following tabulation shows the security ownership as of August
31, 1995 of (i) each person known to the Company to be the beneficial
owner of more than 5% of the Company's outstanding New Common Stock, (ii)
each Director and Officer of the Company, and (iii) all Directors and
Officers as a group.
Name and Address Number of Percent
Shares Owned(1) Of Class
Loeb Holding Corp.
As Agent (2) 1,699,715 30.3%
61 Broadway
New York NY 10006
Warren D. Bagatelle (2) 1,699,715 30.3%
Loeb Partners Corp.
61 Broadway
New York NY 10006
Joseph Cutrona 1,346,328 24.0%
PO Box 2440
Newark NJ 07114
Mark A. Kenny 1,346,328 24.0%
PO Box 2440
Newark NJ 07114
Steven E. Pollan 673,164 12.0%
18 Village Green Court
South Orange NJ 07079
John H. Wasko (3)(4) 118,276 2.11%
JEC Lasers, Inc.
441 Market Street POB 933
Saddle Brook NJ 07663
All Officers and Directors
as a group (5 persons) 5,183,811 92.41%
(1) Gives effect to the fifty-five-for-one reverse stock
split.
(2) Includes 1,682,910 New Common Shares purchased by Loeb
Holding Corp., as agent for Warren D. Bagatelle, Managing
Director of Loeb Partners Corp., HSB Capital and a number
of other customers of, and trusts managed by, Loeb
Partners Corp. and 12,339 New Common Shares owned directly
by Warren D. Bagatelle and 4,466 New Common Shares owned
directly by HSB Capital.
<PAGE>
(3) Does not include 58,766 New Common Shares owned of record by
Joan E. Wasko, John Wasko's wife, of which Mr. Wasko disclaims
beneficial ownership, but of which he may be deemed beneficial
owner.
(4) Does not include an option to purchase 4,701 shares of the
Company's New Common Stock granted to Mr. Wasko by Saddle
Brook Investors.
Messrs.Cutrona, Kenny and Pollan may be deemed to be
"parents" and promoters" of Travel Link, as those terms are
defined in the rules and regulations of the Securities Act of
1933, as amended. In August 1994 and February 1995, Messrs.
Cutrona, Kenny and Pollan received their Common Stock in Travel
Link for $7,840, $7,840 and $3,920, respectively.
Item 13. Certain Relationships and Related Transactions.
During February 1995, the Company issued 2,517,023 shares of its
old common stock, valued at $.1O per share, in repayment of
certain liabilities totaling $251,702. Those liabilities include
notes payable to Saddle Brook Investors of $149,633,note payable
plus accrued interest to a director of $34,273 and certain
accounts payable of $67,796.
During March 1995, John H. Wasko, then President of the
Company, upon exercise of his option, acquired 3,878,583 shares
of the New Common Stock of the Company at an exercise price of
$.00039 per share.
On March 3, 1995, the Company and JEC signed a purchase
agreement whereby JEC acquired all of the assets, rights and
properties relating to the Company's CO, laser research and
development agreement with LGL, subject to certain liabilities,
in full consideration for the forgiveness of the indebtedness of
the Company to JEC in the amount of $345,593 owed as of February
28, 1995.
Warren D. Bagatelle, a Director of the Company and Managing
Director of Loeb Partners Corporation(LOEB), is also one of the
five members of the group, Saddle Brook Investors. Saddle Brook
Investors, as a group, is the owner of 105,318 shares (1.87%) of
the New Common Stock of the Company. In addition, on September
30, 1995, 1,682,910 New Common Shares of the Company were
purchased
<PAGE>
by LOEB as agent for Warren D. Bagatelle, HSB Capital and
a number of other customers of, and trusts managed by,
LOEB. (See Item 7, page 8.) Mr. Bagatelle and Saddle Brook
Investors are also major shareholders and secured
creditors of JEC.
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.
(a) (1) Financial Statements
Included in Part II of this report: Balance Sheets
August 31, 1995 and 1994.
Statements of Operations During the Development Stage For the
Period from Inception through August 31, 1995 and for the Years
Ended August 31, 1995, 1994 and 1993.
Statements of Cash Flows - For the Period from Inception through
August 31, 1995, and for the Years Ended August 31, 1995, 1994
and 1993.
Statement of Changes in Stockholders' Equity - For the Years
Ended August 31, 1995, 1994 and 1993.
Notes to Financial Statements.
(2) Financial Statements Schedules
There are no schedules which are applicable or required to
be filed for the three years ended August 31, 1995, 1994
and 1993.
(3) Exhibits
None.
(b) Reports on Form 8-K
The following report relating to the fiscal year ended
August 31, 1995 was filed:
Form 8-K dated August 11, 1995.
<PAGE>
Independent Auditor'S Report
To the Board of Directors and Stockholders
Robotic Lasers, Inc.
Saddle Brook, New Jersey
We have audited the accompanying consolidated balance
sheet of Robotic Lasers, Inc. and Subsidiary(a development stage
enterprise) as of August 31, 1995 and 1994, and the related
statements of operations, stockholders' equity, and cash flows
for the period March 7, 1994 to August 31, 1994 and year ended
August 31, 1995. These financial statements are the
responsibility of the Company'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. 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, the consolidated financial statements
referred to above present fairly, in all material respects, the
consolidated financial position of Robotic Lasers, Inc. and
Subsidiary as of August 31, 1995 and 1994, and the consolidated
results of its operations and its cash flows for the period
March 7, 1994 to August 31, 1994 and year ended August 31, 1995
in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 1 to the consolidated
financial statements, the Company's significant operating losses
raise substantial doubt about its ability to continue as a going
concern. The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Parsippany, New Jersey
November 20, 1995
Fl
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY (A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
AUGUST 31,
ASSETS
1995 1994
CURRENT ASSETS:
Cash $11,147 $ 5
Prepaid Expenses 3,734
Total Current Assets 14,881 5
OTHER ASSETS
Deposits and Other 245,121 2,106
Excess Cost of Investment in
Consolidated Subsidiary Over
Fair Value of Net Assets 381,024 -
626,145 2,106
$641,026 $ 2,111
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts Payable $86,272 $
Accounts Payable - Country Club
Transportation Services, Inc 4,800 12,800
Accrued Expenses 13,214 -
Payroll Taxes Payable 8,973 -
Loans Payable Stockholders 6,820 10,821
Total Current Liabilities 120,079 23,621
LONG TERM DEBT 435,000
555,079 23,621
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS- EQUITY (DEFICIENCY):
Preferred Stock, $.0001 Par Value,
25,000,000 Shares Authorized,
None Outstanding
Common Stock, $.0001 Par Value,
75,000,000 Shares Authorized,
5,609,700 Shares Issued
and Outstanding 561
Common Stock, no par value:
300 Shares
Authorized,Issued and outstanding 10,000
Paid In Capital 386,499 -
Deficit Accumulated During the
Development Stage (301,113) (31,510)
85,947 (21,510)
$641,026 2,111
See Accompanying Notes to Financial Statements
F 2
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY (A Development Stage
Enterprise) CONSOLIDATED STATEMENT OF OPERATIONS DURING
THE DEVELOPMENT STAGE
From
Inception
(March 7, 1994)
Through
August 31, 1995
REVENUES AND EXPENSES DURING
THE DEVELOPMENT STAGE:
Revenue -
Expenses:
General and Administrative 288,037
Depreciation and Amortization 857
288,894
(LOSS) FROM OPERATIONS (288,894)
INTEREST EXPENSE 12,219
NET(LOSS) INCURRED DURING
THE DEVELOPMENT STAGE (301,113)
NET (LOSS) PER COMMON SHARE (.05)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,069,553
From
Inception
(March 7, 1994)
Year Ended Through
August 31, 1995 August 31, 1994
REVENUES AND EXPENSES
DURING THE DEVELOPMENT STAGE
Revenue - -
Expenses 256,621 31,416
General and Administrative 763 94
Depreciation and Amortization 257,384 31,510
(Loss) From Operations (257,384) (31,510)
Interest Expense 12,219 -
Net (loss) incurred during
The Development Stage (269,603) (31,510)
Net (loss) per common share (.05) .00
Weighted Average Number of
Common Shares Outstanding 5,079,477 5,048,730
(Loss) per share for the period ended August 31, 1994 has been computed by using
the number of shares issued by Robotic Lasers, Inc. to the holders of the stock
of Corporate Travel Link, Inc. As if the shares had been exchanged on March 7,
1994 and treating Robotic Lasers, Inc. As being acquired in August, 1995. (See
Note 1)
See Accompanying Notes to Financial Statements
F3
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS- EQUITY
PERIOD FROM INCEPTION (MARCH 7, 1994)
TO AUGUST 31, 1995
Common Stock
Total Shares Value
ISSUANCE OF COMMON STOCK
AT MARCH 7, 1994
(INCEPTION) $ -
CONTRIBUTION OF SERVICES
AT AUGUST 31, 1994 10,000
NET (LOSS) FOR THE PERIOD (31,510)
BALANCE - AUGUST 31, 1994 (21,510)
CONTRIBUTION OF SERVICES
AT FEBRUARY 28, 1995 9,600
ISSUANCE OF COMMON STOCK
IN CONNECTION WITH REVERSE
ACQUISITION 26,054 5,048,730 $505
EFFECTS OF TRANSFERRING
COMMON STOCK OF ACQUIRED
REGISTRANT AT AUGUST 11,
1995 341,406 560,970 56
NET (LOSS) FOR THE YEAR (269,603)
BALANCE - AUGUST 31, 1995 85,947 5,609,700 $561
<PAGE>
ISSUANCE OF COMMON STOCK Common Stock
AT MARCH 7, 1994 Shares Value
(INCEPTION) A $ -
CONTRIBUTION OF SERVICES
AT AUGUST 31, 1994 A 10,000
NET (LOSS) FOR THE PERIOD A -
BALANCE - AUGUST 31, 1994 A 10,000
CONTRIBUTION OF SERVICES A 9,600
AT FEBRUARY 28, 1995
ISSUANCE OF COMMON STOCK
IN CONNECTION WITH REVERSE
ACQUISITION A (19,600)
EFFECTS OF TRANSFERRING
COMMON STOCK OF ACQUIRED
REGISTRANT AT AUGUST 11,
1995
NET (LOSS) FOR THE YEAR
BALANCE - AUGUST 31, 1995
<PAGE>
Capital Deficit
In Accumulated
Excess During the
Of Par Development
Stage
ISSUANCE OF COMMON STOCK
AT MARCH 7, 1994
(INCEPTION) $ -
CONTRIBUTION OF SERVICES
AT AUGUST 31, 1994 -
NET (LOSS) FOR THE PERIOD - (31,510)
BALANCE - AUGUST 31, 1994 (31,510)
CONTRIBUTION OF SERVICES
AT FEBRUARY 28, 1995
ISSUANCE OF COMMON STOCK
IN CONNECTION WITH REVERSE
ACQUISITION 45,149
EFFECTS OF TRANSFERRING
COMMON STOCK OF ACQUIRED
REGISTRANT AT AUGUST 11,
1995 341,350
NET (LOSS) FOR THE YEAR (269,603)
BALANCE - AUGUST 31, 1995 386,499 (301,113)
(A) this does not give effect to shares outstanding at August 31, 1994 prior to
exchange in acquisition. (See Note 1)
See Accompanying Notes to Financial Statements
F4
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
From
Inception
(March 7, 1994)
Through
August 31-, 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (301,113)
Adjustment to Reconcile Net(Loss) To
Cash Flows From Operating Activities:
Depreciation and Amortization 857
Increase in Other Assets (245,455)
Increase in Accrued Expenses 13,189
Increase in Prepaid Expenses (3,734)
Increase in Taxes Payable 8,948
Increase in Accounts Payable 72,234
NET CASH (USED) BY OPERATING ACTIVITIES (455,074)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans and Advances from (Repayment to)
Stockholders 6,821
Loans and Advances from (Repayment to)
Country Club Transportation
Services, Inc. 4,800
Proceeds from Issuance of Note Payable
- - Loeb Holding Corp. 435,000
Contribution of Services 19,600
NET CASH PROVIDED BY FINANCING ACTIVITIES 466,221
NET INCREASE IN CASH 11,147
CASH - BEGINNING OF PERIOD -
CASH - END OF PERIOD 11,147
<PAGE>
From
Inception
(March 7, 1994)
Year Ended Through
August 31, 1995 August 31, 1994
Cash Flows from Operating
Activities:
Net (loss) $ (269,603) $(31,510)
Adjustment to Reconcile
Net (loss) to Cash Flows
From Operating Activities:
Depreciation and Amortization 763 94
Increase in Other Assets (243,255) (2,200)
Increase in Accrued Expenses 13,189 -
Increase in Prepaid Expenses (3,734) -
Increase in Taxes Payable 8,948 -
Increase in Accounts Payable 72,234 -
Net Cash (Used) by Operating
Activities (421,458) (33,616)
Cash Flows from Financing
Activities
Loans and Advances from
(Repayment to) Stockholders (4,000) 10,821
Loans and Advances from
(Repayment to) Country Club
Transportation Services, Inc. (8,000) 12,800
Proceeds from Issuance of Note
Payable - Loeb Holding Corp. 435,000 -
Contribution of Services 9,600 10,000
Net Cash Provided by Financing
Activities 432,600 33,621
Net Increase in Cash 11,142 5
Cash - Beginning of Period 5 -
Cash - End of Period 11,147 5
See Accompanying Notes to Financial Statements
F5
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND ACTIVITIES OF THE COMPANY:
Organization:
Robotic Lasers, Inc. (Robotic) (a development stage enterprise) was incorporated
on April 25, 1986, as a wholly-owned subsidiary of JEC Lasers, Inc. (JEC), to
continue the research and development of an ultra-compact, multi-kilowatt C02
laser begun under an agreement JEC had with Loughborough Consultants Limited
(LCL) which is affiliated with Loughborough University of Technology in
Leicestershire, England.
On May 30, 1986, the Board of Directors of JEC voted to spin off Robotic into an
independent publicly-owned corporation. This was accomplished by issuing a stock
dividend of one share of Robotic's common stock for every four shares of JEC
common stock outstanding.
On June 25, 1986, JEC and Robotic signed a purchase agreement (the Agreement)
whereby Robotic acquired all the assets, rights and properties relating to JEC's
research and development agreement with LCL, subject to certain liabilities. The
consideration received by JEC was 19,579,258 shares of the common stock of
Robotic which were subsequently distributed to the shareholders of JEC, as
discussed above.
Corporate Travel Link, Inc. (Travel Link) (a development stage enterprise) was
incorporated on March 7, 1994 as a universal clearing house and distribution
center for ground transportation reservations for the corporate community.
Travel Link will allocate ground transportation reservations to independent
limousine owners who will perform the actual transportation services.
Activities:
Robotic is in the development stage and has not yet generated any significant
revenues from operations. Robotic's funds have been provided from JEC Lasers,
Inc. (JEC), Saddle Brook Investors and borrowings from an officer and
shareholder.
Travel Link's funds have been provided from Loeb Holding Corporation and
Country Club Transportation Services, Inc. an affiliated entity. It is also in
the development stage and has generated no revenues.
In March, 1995, Robotic sold the license agreements, patents and trade marks
associated with laser applications and related development projects to JEC
Lasers, Inc., a related entity, in full consideration of accounts payable to Jec
Lasers, Inc. at February 28, 1995.
F6
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND ACTIVITIES OF THE COMPANY (CONTINUED):
Reverse Stock Split:
The Board of Directors of Robotic approved and adopted an amendment to Robotic's
Certificate of Incorporation to effect a fifty-five-for-one reverse stock split
pursuant to which each fifty-five shares of Robotic's Common Stock outstanding
as of the end of business on the Record Date (July 12, 1995) was replaced by one
share of Common Stock (the "Reverse Stock Split'-). The Reverse Stock Split
reduced the number of outstanding shares of Common Stock of Robotic as of the
record date from 30,853,352, to 560,970.
Acquisition and Reorganization:
The objective of the Reverse Stock Split was to enable the Board of Directors to
issue shares of Robotic's Common Stock to acquire Travel Link.
On August 11, 1995, the Company acquired Travel Link, by issuing 5,048,730
shares of Restricted Common Stock in exchange for 300 shares of the common stock
of Travel Link, which represented all of the authorized, issued, and outstanding
shares of common stock of Travel Link. At the consummation of the acquisition,
the former shareholders of Travel Link now own 90% of the issued and outstanding
shares of the Company.
At closing all directors and officers of Robotic resigned their directorships
and offices of Robotic and Robotic appointed the current shareholders of Travel
Link as interim directors.
As of August 11, 1995, the Company's business and operations consist solely of
the business and operation of Travel Link which continues to operate as a
wholly-owned subsidiary of the Company.
For accounting purposes, the acquisition of Travel Link by Robotic was
considered a "reverse purchase" and as required under generally accepted
accounting principles, was accounted for as the 'purchase' of Robotic by Travel
Link. Therefore, the consolidated financial statements as of and for the year
ended August 31, 1995 presented herein include the results of Travel Link for
the complete year and the results of Robotic's activities from August 11, 1995
(the date of acquisition) until August 31, 1995. The capital structure of the
consolidated entity, being the capital structure the legal parent (Robotic) is
different from that appearing in the financial statements of the legal
subsidiary (Travel Link) in earlier periods due to 'reverse purchase"
accounting.
The post-acquisition Robotic Lasers, Inc. and its subsidiaries
are hereinafter referred to as "the Company".
F 7
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND ACTIVITIES OF THE COMPANY (CONTINUED):
Going concern:
As reflected in the accompanying consolidated financial statements, the Company
has incurred net losses of $301,113 since inception and at August 31, 1995, had
a working capital deficiency of $105,198. These factors, among others, indicate
that the Company may not be unable to continue in existence. The accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES:
Principles of Consolidation:
The consolidated financial statements include the accounts of Robotic and its
wholly-owned subsidiary. All significant intercompany accounts and transactions
have been eliminated in consolidation.
Earnings Per Share:
Net loss per common share has been computed considering the weighted average
number of common shares outstanding. The potential exercise of stock options and
stock warrants has not been included in the computations as the effect would be
antidilutive.
Excess Cost of Investment in Consolidated Subsidiary over Fair Value of Net
Assets: The excess cost of investment over the fair value of net assets acquired
in connection with the acquisition is being amortized using the straight-line
method over a 40 year life. Amortization expense charged to operations for the
year ended August 31, 1995 was $523.
NOTE 3: DEPOSITS AND OTHER ASSETS:
The components of deposits and other assets at August 31, 1995 include:
Organization costs $1,200
Less: Accumulated Amortization 334
866
Deposits on Computer Equipment and Systems 244,255
$245,121
F 8
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4: LOANS PAYABLE - STOCKHOLDERS:
The following were payable to the Company's stockholders at August 31, 1995:
Joseph Cutrona $3,718
Mark Kenny 2,852
Steven Pollan 250
$6,820
These amounts represent advances from the Company's stockholders for expenses
incurred on behalf of the Company. Advances are due on demand and are
non-interest bearing.
NOTE 5: LONG-TERN DEBT:
Long-term debt consists of a series of 60 day interim loan agreements with Loeb
Holding Corp. (Loeb) totaling $435,000 at August 31, 1995. These loans bear
interest at 9% per annum. At August 31, 1995 the loans were past due and
continued to accrue interest at 9%. Subsequently, in September, Loeb funded an
additional $65,000 and at that time exercised it's option in the loan agreement
to convert the loan into a $475,000 longterm note and a $25,000 long-term note.
The $475,000 note is payable in twelve equal quarterly installments commencing
two years from the date of the note. Interest on this term note is 9% per annum
payable quarterly in arrears with the first interest payment due December 31,
1995. The $25,000 long-term note, has the same terms as the $475,000 note, but
is also convertible at Loeb's option into common stock as described in the
agreement. The $25,000 principal amount together with any accrued but unpaid
interest shall become a demand note after the third year of operations of the
Company unless previously converted. There was no cash paid for interest for the
year ended August 31, 1995.
NOTE 6: ACCOUNTS PAYABLE - COUNTRY CLUB TRANSPORTATION SERVICES,
INC.:
The liability to Country Club Transportation services, Inc. at
August 31, 1995 of $4,800 represents charges to the Company for
use of office space and related office expenses. Country Club
Transportation Services, Inc. is a related entity to the Company,
in that, a stockholder of the Company is also a stockholder of
Country Club Transportation Services, Inc. These amounts payable
are due on demand and are non-interest bearing.
F 9
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7: COMMITMENTS AND CONTINGENCIES:
On February 22, 1995, the Company signed two auto leases with
Infiniti Financial Services. As of August 31, 1995, the
aggregate future lease payments are as follows:
Year Ending August 31
1996 $12,120
1997 5,050
Total S17,170
On August 16, 1995 the Company entered into a $300,000 lease facility for fair
market value leases with LTI Venture Leasing Corp. (LTIVL). The purpose of the
facility is to cover the lease of computers, office automation and other
equipment approved by LTIVL under a master lease agreement to be entered into by
the Company and LTIVL. The lease facility is available for a one year duration
with terms up to 36 months. As of August 31, 1995, no amount of this lease
facility was in use.
NOTE 8: INCOME TAXES:
The Company has approximately $300,000 in loss carry forwards for Federal and
State purposes, which expire in 2009 (2001 for State purposes). Due to the
development stage and uncertainty in achieving future profitable operations, no
deferred income tax asset has been recorded.
NOTE 9: CAPITAL STOCK:
The capital shares at August 31, 1994 represent 300 shares of Travel Link
outstanding at that date. As of August 11, 1995, these share amounts were
converted to paid-in-capital as part of the entries to record the Robotics
capital stock. Robotics had previously stated its capital account at August 31,
1994 as 444,688 (giving effect to the fifty-five-for-one reverse stock split) of
its own shares outstanding.
<PAGE>
ROBOTIC LASERS, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: OPERATIONS OF ACQUIRED ENTITY:
The results of operations of Robotic Lasers, Inc., the acquired entity for
accounting purposes (see Note 1) , for the period from inception (April 25,
1986) to August 10, 1995 (the date prior to acquisition), for the period from
September 1, 1994 to August 10, 1995 (the date prior to acquisition) and for the
years ended August 31, 1994 and 1993 are as follows:
From From
Inception September 1,
(April 25, 1986) 1994
Through Through Year Ended
August 10, August l0, August 31,
1995 1995 1994 1993
REVENUES AND EXPENSES
DURING THE DEVELOPMENT
STAGE:
Revenue 5,141
Expenses:
Product Development
and Research 92,683 310
General and
Administrative 239,866 18,408 11,396 10,908
Depreciation
and Amortization 218,765 6,027 11,858 11,760
551,314 24,435 23,254 22,978
(LOSS)FROM OPERATIONS (546,173) (24,435) (23,254) (22,978)
INTEREST EXPENSE (168,344) (11,451) (24,445) (24,374)
INTEREST INCOME 19,325 1,125 2,250 2,250
OTHER INCOME 339,628 246,447 93,251 -
NET INCOME (LOSS)
INCURRED DURING
THE DEVELOPMENT
STAGE (355,494) 211,686 47,802 (45,102)
NET INCOME (LOSS)
PER COMMON SHARE (.81) .43 .11 (.10)
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 440,655 493,703 444,688 444,688
Income (loss) per share has been computed by using the number of shares issued
by Robotic Lasers, Inc., applying the effects of the reverse stock split (see
Note 1) retroactively to inception (April 25, 1986).
Fll
<PAGE>
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.
ROBOTIC LASERS, INC.
December , 1995 By: Joseph Cutrona, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
President, Chairman, December 1995
Joseph Cutrona and Director
Executive Vice-President December 1995
Mark A. Kenny and Director
Treasurer, General Counsel December 1995
Steven E. Pollan and Director
Director December 1995
Warren D. Bagatelle
Secretary and Director December 1995
John H. Wasko
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
FILED PURSUANT TO SECTION 15(d) OF THE ACT BY
REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
The 1995 Annual Report to Shareholders and proxy material relating to the annual
meeting, which at this date has not been scheduled, are under preparation and
will be furnished to shareholders after the filing of this Annual Report on Form
10-K. Copies of such material shall be furnished to the Commission when it is
sent to shareholders.
<PAGE>
June 13, 1996
Securities and Exchange Commission
Re: Robotic Lasers, Inc.
Gentlemen:
Enclosed please find Preliminary Information Statement. Please be advised
that the filing fee of $125.00 was wire transferred by Fleet Bank, Reference
No. 19465 on June 7, 1996.
Very truly yours,
David W. Sass
