================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
------------- -----------------
Commission File Number: 33-27610-A
MEDICAL TECHNOLOGY & INNOVATIONS, INC.
(Exact name of small business issuer as specified in its charter)
Florida 59-2954561
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17601
3125 Nolt Road, Lancaster, PA (Zip Code)
(Address of principal executive offices)
(717) 892-6770
(Issuer's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES [X] No [ ]
As of September 30, 1996 12,678,280 shares of Common Stock, no par
value, of the registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's annual report filed with the Securities
and Exchange Commission on Form 10-KSB, filed September 30, 1996.
================================================================================
<PAGE>
MEDICAL TECHNOLOGY & INNOVATIONS, INC.
TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION 2
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 1996 and June 30, 1996 3
Condensed Consolidated Income Statements
For the Three Months ended September 30, 1996 and 1995 4
Condensed Consolidated Statements of Stockholders'
Equity 5
Condensed Consolidated Statements of Cash Flows
For the Three Months ended September 30, 1996 and 1995 6
Notes to Condensed Consolidated
Financial Statements 7-10
Item 2. Management's Discussion and Analysis or
Plan of Operation 11-12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13-14
SIGNATURES 15
</TABLE>
1
<PAGE>
PART I - FINANCIAL INFORMATION
2
<PAGE>
Medical Technology & Innovations, Inc.
Condensed Consolidated Balance Sheets
September 30, 1996 and June 30, 1996
Assets
<TABLE>
<CAPTION>
September 30,
1996 June 30,
(Unaudited) 1996
------------ -----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 1,177,875 $ 273,942
Accounts Receivable, less allowances of
$44,000 and $30,000, respectively 753,843 330,439
Inventory 814,333 148,010
Prepaid Expenses 145,297 164,466
----------- -----------
Total Current Assets 2,891,348 916,857
Fixed Assets:
Land 382,000 200,000
Equipment, less accumulated depreciation
of $141,758 and $141,494, respectively 881,449 142,413
----------- -----------
Fixed Assets, net 1,263,449 342,413
Other Assets:
Intangible and Other Assets 2,914,565 7,970
----------- -----------
Total Assets $ 7,069,362 $ 1,267,240
=========== ===========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts Payable $ 102,587 $ 188,979
Accrued Liabilities 238,141 98,625
Current Maturities of Long-Term Debt 192,000 680,000
----------- -----------
Total Current Liabilities 532,728 967,604
Long-Term Debt, Net of Current Maturities 1,181,204 1,021,997
----------- -----------
Total Liabilities 1,713,932 1,989,601
Stockholders' Equity
Common Stock, no par value, authorized
700,000,000 shares, outstanding 12,678,280
and 12,147,299 shares, respectively 4,984,074 4,147,140
Series A Convertible Preferred Stock, $100
par value, authorized 70,000 shares,
outstanding 67,200 shares and 0 shares,
respectively 5,971,872
Preferred Stock, authorized 100,000,000 shares
$1,000 par value, 12%, noncumulative,
Outstanding 22.5 and 56 shares, respectively 22,500 56,000
$100 par value, none issued
Treasury Stock, at cost (268,367) (250,000)
Accumulated Deficit (5,354,649) (4,675,501)
----------- -----------
Total Stockholders' Equity 5,355,430 (722,361)
Total Liabilities and Stockholders' Equity $ 7,069,362 $ 1,267,240
=========== ===========
</TABLE>
The accompanying notes are an integral part of
the condensed financial statements.
3
<PAGE>
Medical Technology & Innovations, Inc.
Condensed Consolidated Income Statements
For the Three Months Ended September 30, 1996 and 1995 (Unaudited)
Three Months Ended September 30,
1996 1995
---- ----
Revenues $832,092 $151,873
Cost of Goods Sold 617,347 132,062
------- -------
Gross Profit 214,745 19,811
Operating Expenses:
Advertising 66,205 16,347
Wages 451,417 53,420
Leases 11,902 4,834
Royalties 20,670 11,819
Interest 48,628 32,142
General and Administrative 295,071 79,748
------- ------
Total Operating Expenses 893,893 198,310
Net Loss ($679,148) ($178,499)
======== =======
Earnings (Loss) per common share:
Net Loss ($.055) ($.016)
The accompanying notes are an integral part of
the condensed financial statements.
4
<PAGE>
Medical Technology & Innovations, Inc.
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
<TABLE>
<CAPTION>
Series A
Convertible Convertible
Common Common Preferred Preferred Treasury
Shares Stock Stock Stock Stock
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at June 30, 1994 10,564,256 $1,070,406 $ 56,000
Issuance of Common Stock 640,780 365,001
Net Loss
----------- ---------- ------------ ----------- ---------
Balance at June 30, 1995 11,205,036 1,435,407 56,000
Issuance of Common Stock 1,306,409 1,147,076
Exercise of Stock Options 735,084 1,102,427
Stock Issued for Services 217,520 462,230
Purchase of Treasury Shares (1,316,750) ($250,000)
Net Loss
----------- ---------- ------------ ----------- ---------
Balance at June 30, 1996 12,147,299 4,147,140 56,000 (250,000)
Sale of 70,000 Series A
Convertible Preferred Stock,
net of issuance costs $ 6,220,700
Conversions of Preferred Stock
into Common Stock 195,692 282,328 (248,828) (33,500)
Exercise of Stock Options 194,737 292,106
Issuance of Common Stock 100,000 150,000
Stock Issued for Services 50,000 112,500
Purchase of Treasury Shares (9,448) (18,367)
Net Loss
----------- ---------- ------------ ----------- ---------
Balance at September 30,
1996 (Unaudited) 12,678,280 $ 4,984,074 $ 5,971,872 $ 22,500 ($268,367)
<CAPTION>
Total
Accumulated Stockholders'
Deficit Equity
------------ ------------
<S> <C> <C>
Balance at June 30, 1994 ($ 2,088,651) ($962,245)
Issuance of Common Stock 365,001
Net Loss (693,079) (693,079)
------------ ----------
Balance at June 30, 1995 (2,781,730) 1,290,323)
Issuance of Common Stock 1,147,076
Exercise of Stock Options 1,102,427
Stock Issued for Services 462,230
Purchase of Treasury Shares (250,000)
Net Loss (1,893,771) (1,893,771)
------------ ----------
Balance at June 30, 1996 (4,675,501) (722,361)
Sale of 70,000 Series A
Convertible Preferred Stock,
net of issuance costs 6,220,700
Conversions of Preferred Stock
into Common Stock 0
Exercise of Stock Options 292,106
Issuance of Common Stock 150,000
Stock Issued for Services 112,500
Purchase of Treasury Shares (18,367)
Net Loss (679,148) (679,148)
------------ ----------
Balance at September 30,
1996 (Unaudited) ($5,354,649) $5,355,430
</TABLE>
The accompanying notes are an integral part of
the condensed financial statements.
5
<PAGE>
Medical Technology & Innovations, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Three Months Ended September 30,
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net Loss ($679,148) ($178,499)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and Amortization 60,840 14,606
Increase in Accounts Receivable (46,412) (9,635)
(Increase) Decrease in Inventory (88,985) 28,889
Decrease in Prepaid Expenses 21,169 1,340
(Decrease) Increase in Accounts Payable (156,466) 24,573
Increase in Accrued Liabilities 139,516 76,976
Stock issued for services 112,500 0
------- ----------
Net cash used in operating activities (636,986) (41,750)
Cash flows from investing activities:
Purchase of Net Assets of Steridyne (4,474,565)
Purchase of Fixed Assets (64,311) (544)
---------- ----
Net cash used in investing activities (4,538,876) (544)
Cash flows from financing activities:
Proceeds from issuance of Series A
preferred stock, net 6,220,700
Proceeds from issuance of stock, net 150,000
Proceeds from exercise of stock options, net 292,106
Acquisition of Treasury Stock (18,367)
Repayment of notes payable (564,644) (6,130)
--------- --------
Net cash from (used in) financing activities 6,079,795 (6,130)
Net increase (decrease) in cash and cash equivalents 903,933 (48,424)
Cash and cash equivalents at beginning of period 273,942 65,833
---------- ------
Cash and cash equivalents at end of period $1,177,875 $17,409
</TABLE>
The accompanying notes are an integral part of
the condensed financial statements.
6
<PAGE>
Medical Technology & Innovations, Inc.
Notes to Condensed Consolidated Financial Statements
1. Condensed Financial Statements. The unaudited condensed consolidated
financial information contained in this report reflects all adjustments
(consisting of normal recurring accruals) considered necessary, in the
opinion of management, for a fair presentation of results for the interim
periods presented. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's June 30, 1996
Annual Report on Form 10-KSB/A. The results of operations for periods
ended September 30 are not necessarily indicative of operations for the
full year.
2. Summary of Significant Accounting Policies.
a. Principles of Consolidation. The consolidated financial statements
include the Company and its wholly-owned subsidiaries. All
significant intercompany items have been eliminated.
b. Reclassifications. Certain amounts in the prior periods' condensed
consolidated financial statements have been reclassified to conform
with the current period presentation.
c. Revenue Recognition. Revenue from product sales are recognized at
the time product is shipped.
d. Inventories. Inventories are stated at the lower of cost or market,
with cost determined under the first-in, first-out (FIFO) method.
e. Property and Equipment. Property and equipment are stated on the
basis of cost less accumulated depreciation. The Company provides
for depreciation over the estimated useful lives of property and
equipment using the straight-line method.
f. Intangible and Other Assets. Intangible and other assets are
amortized on a straight-line basis over their estimated remaining
lives.
g. Cash and Cash Equivalents. For purposes of the consolidated
financial statement presentation and reporting cash flows, all
liquid investments with original maturities of three months or less
are considered to be cash equivalents.
h. Income Taxes. Deferred income taxes are provided on a liability
method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit
carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will
not be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
7
<PAGE>
i. Advertising. Advertising costs are expensed as incurred.
j. Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
k. Stock Based Compensation. Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", was
issued in October 1995. Statement No. 123 encourages companies to
adopt a new accounting method for recognizing stock-based expense
based upon the estimated fair value of employee stock options.
Statement No. 123 allows companies to retain the approach set forth
in APB Opinion 25, "Accounting for Stock Issued to Employees",
provided that pro-forma disclosures about net income (loss) and
earnings (loss) per common share are computed as if those
provisions had been applied. Statement No. 123 must be adopted
during the year ending June 30, 1997. The Company does not intend
to adopt the fair value method of accounting for stock based
compensation under Statement No. 123.
3. Stock Option Plans.
The following is a summary of stock option transactions:
Outstanding, July 1, 1996 2,754,980
Options granted 0
Options exercised (194,737)
Options cancelled (13,825)
---------
Outstanding, September 30, 1996 2,546,418
Exercisable, end of period 866,418
4. Business Combination. On October 2, 1995 the Company acquired all the
outstanding shares of Medical Technology, Inc. (MTI) by exchanging
10,263,733 shares of the Company's common stock for all of the
outstanding stock of MTI. After the acquisition, MTI shareholders owned
88% of the fully diluted common stock of the Company. This acquisition,
commonly referred to as a reverse merger, was accounted for using the
pooling of interests method of accounting. Therefore, the Company's
consolidated financial statements and information reported for periods
prior to the merger have been restated to include MTI for the periods
presented. Prior to the merger the Company was not actively conducting
business and had no net assets on October 2, 1995.
On August 1, 1996 the Company acquired the net assets of Steridyne
Corporation, a Florida Corporation (hereinafter Steridyne), for
approximately $4.8 million, which was accounted for by the purchase
method of accounting. The purchase price has been allocated to assets
acquired and liabilities assumed based upon their estimated fair values.
Steridyne is a manufacturer and distributor of thermometer sheaths, probe
covers, and anti-decubitus gel cushions. Steridyne also distributes both
glass and digital thermometers. Steridyne's results of operations have
been included in the consolidated financial statements from the date of
acquisition.
8
<PAGE>
The acquisition resulted in goodwill of approximately $2.5 million, which
will be amortized over a period of 15 years. Included in the purchase
price of Steridyne is contingent consideration of approximately $230,000.
Additional consideration may be paid based upon gross profits of
Steridyne through 1999. Any additional consideration would be accounted
for a goodwill.
The following unaudited pro forma summary presents the results of
operations as if the acquisition had occurred July 1, 1996 and for a
comparable period in 1995. Prior to the acquisition, Steridyne was a
Subchapter S Corporation and its former owners declared bonuses to
themselves for the excess of revenues over expenses, including their
salaries. The Company has retained the former owners as employees for one
year to assist in the management of Steridyne. Their present salaries
approximate their salaries before bonuses from the S Corporation. This
summary does not purport to be indicative of what would have occurred had
the acquisition been made as of these dates or of results which may occur
in the future. This method of combining the companies is for the
presentation of unaudited proforma results of operations and does not
reflect charges to the income statement resulting from the purchase price
allocation. Actual consolidated income statements of the Company will be
combined from the effective date of the acquisition forward with no
retroactive restatement.
Three Months Ended
September 30
1996 1995
---- ----
Revenue $1,052,826 $967,086
Net Income (Loss) ($617,626) ($158,171)
Earnings (Loss)
per common share ($.05) ($.014)
5. Preferred Stock. The Company has two classes of preferred stock. The
$1,000 par value convertible preferred stock is convertible into 14,985
shares of the Company's common stock. The Series A convertible preferred
stock has no dividend, an 8% cumulative accretion, and may be redeemed as
follows (per share):
Date of Redemption
Following Issuance % of Stated Value
------------------ -----------------
12 - 18 months 130%
18 - 24 months 125%
24 - 30 months 120%
30 - 36 months 115%
The Series A convertible preferred stock is convertible into
approximately 4.3 million shares of the Company's common stock as of
September 30, 1996. The Series A preferred stock conversion rate is lower
of the approximate market rate or $2.72. As of September 30, 1996, 44,800
shares of the Series A preferred stock were convertible. The remaining
22,400 shares will become convertible in October of 1996. All Series A
preferred shares outstanding as of July 1999 must be converted into the
Company's common stock. The Series A convertible preferred stock has a
liquidation preference of $6,832,000 as of September 30, 1996.
9
<PAGE>
6. Warrants. The Company has outstanding warrants to purchase 3.8 million
shares of common stock as of September 30, 1996. The warrants relate to
grants made in connection with an equity issuance and various services
rendered. The warrants can be exercised at prices ranging from $2.25 to
$2.72 per share. 3.1 million warrants expire in July 2001.
Included in the warrants outstanding at September 30, 1996 are 700,000
conditional warrants, which are exercisable if the Company's stock
reaches the following prices:
No. of Warrants Stock Price
--------------- -----------
200,000 $2.25
250,000 $3.00
250,000 $3.50
These warrants are scheduled to expire in September 1999, but may expire
as of September 1997, if the Company's stock price does not reach $2.25.
10
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
This analysis should be read in conjunction with the condensed consolidated
financial statements, the notes thereto, and the financial statements and notes
thereto included in the Company's June 30, 1996 Annual Report on Form 10-KSB/A.
All nonhistorical information contained in this Form 10-QSB is a forward looking
statement. The forward looking statements contained herein are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward looking statements. Factors that
might cause such differences include, but are not limited to the following, a
slower acceptance of the MTI Photoscreener(TM) in the marketplace, failure to
successfully integrate Steridyne Corporation in the operations of the Company,
changes in economic trends, and other unforeseen situations or developments.
Readers are cautioned not to place undue reliance on these forward looking
statements, which reflect management's analysis only as of the date hereof.
Results of Operations
Comparison of Three Month Period Ended September 30, 1996 and 1995
Revenue for the three months ended September 30, 1996 increased approximately
$680,000 over the comparable 1995 period. Revenues increased substantially due
to the Company's acquisition of the net assets of Steridyne on August 1, 1996.
Below is an analysis of sales, gross profit, and operating expenses for the
Company's two operating subsidiaries(1):
1996 1995
---- ----
Revenues:
MTI $266,135 $151,873
Steridyne 565,957 523,051
------- -------
Total Revenue 832,092 674,924
Gross Profit:
MTI 103,769 19,811
Steridyne 110,976 146,735
------- -------
Total Gross Profit 214,745 166,545
Operating Expenses:
MTI 673,825 198,310
Steridyne(2) 220,068 146,796
------- -------
Total Operating Expenses 893,893 345,106
REVENUE: Revenue from MTI increased 75.2% as a result of (1) increased product
sales of the MTI Photoscreener(TM), (2) an increase in the average unit sales
price, and (3) an increase in the price of the MTI Photoscreener(TM) from $3,000
to $4,000 effective September 1, 1996. Unit sales of the MTI Photoscreener(TM)
- -------------
1 All financial information regarding MTI is for three months from July 1
through September 30 and Steridyne is for two months from August 1 through
September 30 for the periods indicated and reflects the purchase price
allocation. The 1995 financial information for Steridyne is presented for
comparative purposes only and does not reflect the purchase price allocation.
2 Prior to its acquisition Steridyne was a Subchapter S Corporation.
See note 4 to the condensed financial statements. Operating expenses for
Steridyne does not include, officer/shareholder bonuses and is presented
solely for comparative purposes.
11
<PAGE>
increased from 102 units to 117 units for the comparable period. Management
expects MTI's net revenue for the second quarter to increase over the comparable
period in 1995, because net sales in October 1996 of approximately $165,000 have
exceeded net revenues of the comparable period of approximately $120,000.
Approximately 75% of October 1996 net sales were attributable to an order by one
customer.
Revenue from Steridyne increased 8.2% from the prior comparable period. The
increase was attributable to the sales of a new product (i.e. the pacifier
thermometer). Management expects Steridyne's net revenue for the second quarter
to increase, because three full months of revenues for the second quarter will
be included in its results of operations as compared to two months for the first
quarter.
GROSS PROFIT: Gross profits from MTI increased from 13% of revenues for the
first quarter of 1995 to 39% of revenues for the comparable period in 1996. This
was primarily attributable to lower overhead costs per unit due to the increase
in unit sales and the price increase of the MTI Photoscreener(TM).
OPERATING EXPENSES: MTI's operating expenses increased $475,515 over the
comparable prior period. The increase in MTI's operating expenses is
attributable to (1) an increase in wages, (2) an increase in travel expenses,
and (3) an increase in advertising.
Wages and related costs increased approximately $230,000 compared to the prior
period. The increase was attributable to (1) the grant of 50,000 shares of the
Company's common stock to two executives valued at $112,500 and (2) the addition
of approximately ten employees, including two executives and seven sales
personnel, over the prior period.
Travel and related expenses increased approximately $83,500 compared to the
prior period. The increase was attributable to a sales training conference and
expenses incurred by the expanded sales force.
Advertising and marketing expenses increased approximately $44,000. The increase
was primarily attributable to the Company retaining a public relations and
advertising firm to increase the awareness of MTI's primary product the MTI
Photoscreener(TM).
NET INCOME (LOSS): Management expects a lower net loss for the second fiscal
quarter, because approximately $150,000 of expenses incurred in the first
quarter are not expected to be recurring and Steridyne's results of operations
will include three full months of activity.
Liquidity and Capital Resources
At September 30, 1996 the Company had cash of $1,177,875 and working capital of
$2,358,620 as compared to $273,942 and ($50,747) at June 30, 1996. The increase
was primarily attributable to the sale of Series A convertible preferred stock.
The funds from the above issuance were used to acquire the net assets of
Steridyne and to repay certain debts. The Company is expecting to close shortly
on a loan for approximately $230,000. The Company expects to use the funds for
increased marketing efforts and expansion of its sales force.
For the past several years the Company has financed its operations primarily
through private sales of securities and revenues from the sale of its products.
Since June of 1993 the Company has received net proceeds of approximately
$9.2 million from the private sale of securities. The Company may raise
additional capital through private and/or public sales of securities in the
future.
12
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1 Articles of Incorporation of SouthStar Productions, Inc., n/k/a Medical
Technology & Innovations, Inc. [Incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form S-18 (File No.
33-27610-A), filed March 17, 1989]
3.2 Amendment to the Articles of Incorporation for SouthStar Productions,
Inc., which changed its name to Medical Technology & Innovations, Inc.
[Incorporated by reference to the Company's Current Report on Form 8-K
for an event on September 21, 1995]
3.3 Restated Articles of Incorporation for Medical Technology & Innovations,
Inc.[Incorporated by reference to Exhibit 3.3 to the Company's Annual
Report on Form 10-KSB (File No. 33-27610-A), filed September 30, 1996]
3.4 By-laws [Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-18 (File No. 33-27610-A), filed
March 17, 1989]
10.1 Share Exchange Plan between SouthStar Productions, Inc. and Medical
Technology, Inc. [Incorporated by reference to the Company's Current
Report on Form 8-K for an event on August 21, 1995]
10.2 Asset purchase agreement for the purchase and sale of certain assets of
Steridyne Corporation [Incorporated by reference to the Company's
Current Report on Form 8-K for an event on July 31, 1996]
10.3 Medical Technology & Innovations, Inc. 1996 Stock Option Plan.
[Incorporated by reference to Exhibit 10.3 to the Company's Annual Report
on Form 10-KSB (File No. 33-27610-A), filed September 30, 1996]
10.4 SouthStar Productions, Inc. Stock Purchase Plan 1995a (Financial Public
Relations Consulting Agreement) [Incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-8 (File No.
33-27610-A), filed August 23, 1995]
10.5 Medical Technology & Innovations, Inc. Stock Compensation Plan
[Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (File No. 33-27610-A), Filed January 17, 1996]
10.6 Medical Technology & Innovations, Inc. 1996b Stock Purchase Plan
(Consulting Agreement) [Incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 (File No. 33-27610-A), filed
April 22, 1996]
10.7 Form of Employment Agreement, Covenant not to Compete, and Stock Option
Agreement between the Company and key employees. [Incorporated by
reference to Exhibit 10.6 to the Company's Annual Report on Form 10-KSB
(File No. 33-27610-A), filed September 30, 1996]
13
<PAGE>
10.8 Purchase Agreement dated January 31, 1996 between the Company and Glenn
and Ruth Schultz. [Incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-KSB (File No. 33-27610-A), filed
September 30, 1996]
16.1 Letter on change in certifying accountant [Incorporated by reference to
the Company's Current Report on Form 8-K for an event on April 26, 1996]
21.0 Subsidiaries of the Company.
Medical Technology, Inc., an Iowa corporation
Steridyne Corporation, a Florida corporation
27.1 Financial Data Schedules
(b) Reports on Form 8-K.
On July 31, 1996, the Company filed a current report on Form 8-K for an
event of July 31, 1996, disclosing in item 2 thereof the acquisition of
the net assets of Steridyne Corporation, k/n/a Sumacar, Inc.
14
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AND
BY: BY:
/s/ JEREMY P. FEAKINS /s/ STEVEN GILL
------------------------------ ---------------------------
Jeremy P. Feakins, President Steven Gill, Executive Vice
and Chief Executive Officer President, Chief Financial Officer,
and Secretary
Date: November 14, 1996.
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,177,875
<SECURITIES> 0
<RECEIVABLES> 797,843
<ALLOWANCES> (44,000)
<INVENTORY> 814,333
<CURRENT-ASSETS> 2,891,148
<PP&E> 1,405,207
<DEPRECIATION> (141,758)
<TOTAL-ASSETS> 7,069,362
<CURRENT-LIABILITIES> 532,728
<BONDS> 0
0
5,994,372
<COMMON> 4,984,074
<OTHER-SE> (268,367)
<TOTAL-LIABILITY-AND-EQUITY> 7,069,362
<SALES> 832,092
<TOTAL-REVENUES> 832,092
<CGS> 617,347
<TOTAL-COSTS> 0
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