SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 31, 1998
THE NATIONAL REGISTRY INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-2027 95-4346070
- ---------------------------- ----------------------- ------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2502 ROCKY POINT DRIVE, SUITE 100, TAMPA, FLORIDA 33607
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 636-0099
No Change
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(Former name or former address, if changed since last report.)
<PAGE>
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
The attached exhibits are incorporated by reference herein,
and the description set forth below is qualified in its entirety
by reference to such exhibits.
On April 20, 1998, The National Registry Inc. (the
"Company") received notification from the Nasdaq Stock Market,
Inc. ("Nasdaq") that the Company was not in compliance with Rule
4310 (c) (2) ("Rule (c) (2)") that requires the Company to
maintain (i) net tangible assets of $2 million; (ii) market
capitalization of $35 million; or (iii) net income of $500,000 in
the most recently completed fiscal year or in two of the three
most recently completed fiscal years. Nasdaq requested that the
Company provide to Nasdaq a proposal for achieving compliance
with Rule (c) (2) by May 4, 1998. On May 4, 1998, the Company
delivered a proposal to Nasdaq outlining its plan for achieving
such compliance. On May 29, 1998 the Company received
notification from Nasdaq that the Company was still not in
compliance with Rule (c) (2). Nasdaq has requested that the
Company demonstrate compliance with Rule (c) (2) by June 22, 1998
in a publicly filed document with the Securities and Exchange
Commission. Pursuant to such letter, the Company has attached its
balance sheet as of May 31, 1998 and its statement of operations
for the five months ended May 31, 1998. There is no assurance
that Nasdaq will determine that the Company is in compliance with
Rule (c) (2), that the Company will be in compliance with Rule
(c)(2) in the future or that the Company's common stock, $.01 par
value per share (the "Common Stock"), will not be delisted from
the Nasdaq SmallCap Market (the "SmallCap Market"). If the Common
Stock was delisted and excluded from trading on the SmallCap
Market, it would adversely affect the prices of such securities
and the ability of holders to sell them.
On February 27, 1998, the Company received notice from
Nasdaq that the Common Stock was not in compliance with the
minimum bid price requirement
2
<PAGE>
of $1.00 set forth in Rule 4310(c) (4) ("Rule (c) (4)"). As a
result, the Company was provided ninety calendar days, which
expired May 28, 1998, in order to regain compliance with this
standard by the Common Stock trading at or above the minimum
requirement for at least 10 consecutive trading days. On May 27,
1998, a one-for-six reverse split became effective. On May 29,
1998, the Company received notice from Nasdaq that the Common
Stock would be delisted from the SmallCap Market for
non-compliance with the minimum bid price requirement effective
the close of business on June 8, 1998, unless the Company
requested a temporary exception to the new requirements by
sending a hearing request to Nasdaq prior to the close of
business on June 5, 1998. On June 2, 1998, the Company sent a
letter to Nasdaq requesting a hearing which, pursuant to the
above-referenced May 27, 1998 Nasdaq letter, stayed the delisting
of the Common Stock. For the period beginning on May 27, 1998 and
ending on June 11, 1998 (representing 12 consecutive trading
days), based upon price information supplied by Nasdaq, the
Common Stock traded above the minimum bid price requirement.
There is no assurance that the Common Stock will be in compliance
with Rule (c) (4) at any time or that the Common Stock will not
be delisted from the SmallCap Market. If the Common Stock was
delisted and excluded from trading on the SmallCap Market, it
would adversely affect the prices of such securities and the
ability of holders to sell them.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
The exhibits listed on the Exhibit Index on page 5 are filed as
part of this Report.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE NATIONAL REGISTRY INC.
Date: June 11, 1998
By: /s/ JEFFREY P. ANTHONY
------------------------
Jeffrey P. Anthony
President and Chief Executive Officer
4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule (Electronic Filing Only)
99.1 Balance Sheet
99.2 Statement of Operations
99.3 Press Release dated June 12, 1998
5
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAY-31-1998
<CASH> 146
<SECURITIES> 0
<RECEIVABLES> 1,917
<ALLOWANCES> 30
<INVENTORY> 258
<CURRENT-ASSETS> 2,513
<PP&E> 3,455
<DEPRECIATION> 2,639
<TOTAL-ASSETS> 3,635
<CURRENT-LIABILITIES> 1,493
<BONDS> 0
4
0
<COMMON> 65
<OTHER-SE> 2,073
<TOTAL-LIABILITY-AND-EQUITY> 3,635
<SALES> 3,597
<TOTAL-REVENUES> 3,597
<CGS> 495
<TOTAL-COSTS> 495
<OTHER-EXPENSES> 2,470
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 885
<INCOME-TAX> 0
<INCOME-CONTINUING> 885
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 885
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.07
</TABLE>
THE NATIONAL REGISTRY INC.
CONDENSED BALANCE SHEET
(IN THOUSANDS)
MAY 31,
1998
(UNAUDITED)
---------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 146
Receivables 1,917
Inventory 258
Prepaid expenses 175
Other 17
---------
Total current assets 2,513
Equipment
Computer equipment 3,040
Office equipment and other 415
---------
less accumulated depreciation (2,639)
---------
816
Investment 306
=========
$ 3,635
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Account payable $ 391
Accrued compensation 168
Other accrued expenses 94
Accrued legal and professional fees 191
Deferred revenue 649
---------
Total current liabilities 1,493
---------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value
Authorized-25,000,000 shares
Issued and outstanding-6,529,021 65
Preferred stock, $.01 par value
Authorized-1,000,000 shares
Issued and outstanding-
Series A-Liquidation preference $100 per
share, 100,000 shares issued and outstanding 1
Series C-Liquidation preference $20 per
share, 250,000 shared issued and outstanding 3
Capital in excess of par value 45,008
Accumulated deficit (42,916)
Unamortized deferred compensation (19)
--------
Total stockholders' equity 2,142
========
$ 3,635
========
THE NATIONAL REGISTRY INC.
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FIVE MONTHS
ENDED MAY 31, 1998
------------------
Post Contract Services (PCS) Revenue $ 187
Net product and services revenue 3,410
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Total revenue 3,597
Cost of sales 495
-------
Gross profit 3,102
Operating Expenses:
Selling and marketing 531
Royalty 225
Product development 567
General and administrative 1,147
-------
Total operating expenses 2,470
Other income (expense) 253
-------
Income before tax 885
Income tax --
-------
Net income 885
Preferred stock dividend 126
Net income attributable to =======
common stockholders $ 759
=======
Basic earnings per share $ 0.12
=======
Diluted earnings per share $ 0.07
=======
Weighted average number of
common shares outstanding 6,481
=======
Diluted number of
common shares outstanding 11,501
=======
EXHIBIT 99.3
THE NATIONAL REGISTRY INC. ANNOUNCES NET INCOME FOR THE FIVE MONTHS ENDED MAY
31, 1998
TAMPA, FL (JUNE 12, 1998) -- The National Registry Inc. (NRI) (NASDAQ: NRIDD)
today filed a Form 8-K with the Securities and Exchange Commission which
included the Company's Balance Sheet as of May 31, 1998 and Statement of
Operations for the five months ended May 31, 1998. For the five month period,
NRI reported net income attributable to common stockholders of approximately
$759,000, or $0.12 per share ($.07 per diluted share) on revenue of
approximately $3.6 million.
"We are extremely pleased to announce this significant increase in revenue and
earnings", said Jeffrey P. Anthony, NRI's Chairman and Chief Executive Officer.
"This is particularly the case when you consider that the results for the entire
year of 1997 included a net loss attributable to common stockholders of
approximately $9.2 million, or $0.26 per share, on revenue of approximately $1.6
million. I believe that our customers, strategic partners, and shareholders will
view these results as a positive step forward for our company."
The significant increase in revenue and earnings for the period was primarily
attributable to the recently announced Value Added Reseller (VAR) contracts with
XL Vision, Inc. and the reduction in operating expenses attributable to cost
containment initiatives that the Company began implementing in September of
1997. Average monthly operating expenses for the five month period ended May 31,
1998 were approximately $494,000, down more than $210,000 a month, compared to
the average monthly operating expenses of approximately $705,000 during 1997.
The National Registry Inc., based in Tampa, Florida brings the Power of
Biometric Identification(TM) to business and government. The Company provides
cost-effective multi-biometric technology to verify individual identity, to
protect business and personal information, and to replace passwords and PINs in
order to safeguard and simplify access to electronic systems and enable new
online services for customers. NRI's Secure Authentication Facility (SAF)(TM)
suite of multi-biometric network security products delivers enterprise-level
secure access control to a range of software platforms and network applications,
including Microsoft(R) Windows NT(R) and Internet Information Server(R) and
Computer Associates Unicenter(R) TNG(TM) and its Single Sign-On(TM) option.
Further information is available through NRI's World Wide Web Site at
http://www.nrid.com.
