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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB/A
(Amendment No. 1)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________to___________________
Commission File Number 0-20701
COMPOSITECH LTD.
(Exact Name of Registrant as specified in its charter)
Delaware 11-2710467
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 Ricefield Lane, Hauppauge, New York 11788
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 436-5200
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 requirement for the past 90 days. Yes |X| No ___
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock as of August 13, 1998:
Common Stock $.01 par value 12,457,706
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Class Number of shares
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<PAGE>
COMPOSITECH LTD.
List of Item Amended
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description
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10.10 Compositech Ltd. Amended and Restated
Stock Award Plan(1)
11 Loss per Common Share(1)
27 Financial Data Schedule (Edgar version only)(2)
(1) Previously filed.
(2) Filed herewith.
TEXT OF AMENDMENT
The listing of Exhibits in the Company's 10-QSB for the period ended June 30,
1998 (the "Original Filing") is hereby amended by the addition of Exhibit 27 -
Financial Data Schedule which is attached and filed herewith.
The purpose of this amendment is to amend the Original Filing to correct the
omission of Exhibit 27 - Financial Data Schedules which was not included in the
Original Filing. All other information reported in the Original Filing is
unchanged by this amendment.
2
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
COMPOSITECH LTD.
Dated: August 24, 1998 /s/ Samuel S. Gross
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Executive Vice President and
Treasurer (Principal Accounting
Officer and officer duly authorized
to sign this report on behalf of
the registrant)
3
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from form
10-QSB for the period ended June 30, 1998 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,752,185
<SECURITIES> 0
<RECEIVABLES> 31,029
<ALLOWANCES> 0
<INVENTORY> 370,497
<CURRENT-ASSETS> 2,385,530
<PP&E> 6,829,490
<DEPRECIATION> 1,813,729
<TOTAL-ASSETS> 13,893,372
<CURRENT-LIABILITIES> 3,449,799<F1>
<BONDS> 0
2,137,143<F2>
1,702,983
<COMMON> 124,577
<OTHER-SE> 36,704,990
<TOTAL-LIABILITY-AND-EQUITY> 13,893,372
<SALES> 162,153
<TOTAL-REVENUES> 193,729
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,704,488
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 644,763<F3>
<INCOME-PRETAX> (3,025,879)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,025,879)
<EPS-PRIMARY> (.30)
<EPS-DILUTED> (.23)
<FN>
<F1>
Current liabilities include current maturities of long-term debt-stockholders of
which $1,495,000 due January 2, 1999, as amended, is due to officers or
directors.
<F2>
Represents balance of Series B 7% Convertible Preferred Stock, net of
unamortized discount of $62,857.
<F3>
Interest expense includes $497,603 of amortization of debt discount and
expenses, a non cash item.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from form
10-QSB for the period ended June 30, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,410,741
<SECURITIES> 0
<RECEIVABLES> 23,925
<ALLOWANCES> 0
<INVENTORY> 353,900
<CURRENT-ASSETS> 1,870,649
<PP&E> 6,297,218
<DEPRECIATION> 1,223,870
<TOTAL-ASSETS> 7,437,876
<CURRENT-LIABILITIES> 3,642,310<F1>
<BONDS> 1,995,875
0
1,842,483
<COMMON> 61,539
<OTHER-SE> 23,137,583
<TOTAL-LIABILITY-AND-EQUITY> 7,437,876
<SALES> 295,468
<TOTAL-REVENUES> 295,468
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,993,810
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 139,885<F2>
<INCOME-PRETAX> (2,790,934)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,790,934)
<EPS-PRIMARY> (0.45)
<EPS-DILUTED> (0.43)
<FN>
<F1>
Current liabilities include current maturities of long-term debt-stockholders of
which $1,495,000 due March 31, 1998, as amended, is due to officers or
directors.
<F2>
Interest expense includes $121,202 of amortization of debt discount and
expenses, a non cash item.
</FN>
</TABLE>
