|
Previous: RJ REYNOLDS TOBACCO HOLDINGS INC, 10-K, 2000-03-08 |
Next: SAFEGUARD SCIENTIFICS INC ET AL, 424B3, 2000-03-08 |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended July 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from to
Commission file number: 0-8289
The Rovac Corporation
(Name of small business issuer in its charter)
Delaware 59-1461320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1030 Stafford Street, Rochdale MA 01542
(Address of principal executive offices)
Issuer's telephone number: (508) 892-1121
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $0.01 per share
(Title of class)
Check whether the issuer (1) filed all reports required to be for such shorter period that the Registrant was required to file reports, and (2) been subject to such filing requirement for the past 90 days.
Yes_____No__X__
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year: $96,634
The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold within the past 60 days was $3,601,620 as of February 29, 2000.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date, February 29, 2000, was 39,943,073 shares of Common Stock, $0.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB into which the document is incorporated: (1) any annual report to security holders; (2) any proxy of information statement; and (3) any prospectus filed pursuant to Rule 424 (b) or (c) of the Securities Act of 1933 ("Securities Act"). NONE.
PART I
Item 1. Description of Business.
(a) General Development of Business
The ROVAC Corporation ("the Company") is a Delaware corporation, which was organized in 1972 and has been involved in the research and development of a variety of mechanical devices. During the last fiscal year, the Company began manufacturing and selling key components of its pipe connecting technology. The Company's patented CinchLockâ pipe connectors consist of mechanical devices, which join pipes and joints of assorted size and shapes without glue or solder to permit the flow of fluid under different conditions and amounts of pressures. The Company has only one business segment.
(b) Business of Issuer
During the fiscal year ending July 31, 1999, the Company continued to manufacture and sell product pursuant to its NIBCO Agreement. During the fiscal year ending July 31, 1999, the Company announced an Exclusive Sales agreement with a German firm for products sold in Europe in its entirety. This multi-year agreement represents an important entrance into numerous European markets for ROVAC technology. A non-refundable fee for geographical exclusivity and minimum product purchases for key components of the CinchLockâ connecting device were elements of the agreement. Upon completion of testing/acceptance, the German firm will market and distribute products containing CinchLockâ components to their customers in piping systems for water supply and disposal, hot water radiant systems, natural and manufactured gas, acid and bases, food and beverage, chemical mixtures, pharmaceuticals and cosmetics and oils. The Licensee's comprehensive testing program will analyze 6 or 7 types of plastic materials for end market applications. The company also received contract income pursuant to its European agreement.
At the end of the fiscal year, The ROVAC Corporation had 2 employees who worked full time for the Company. The Company also utilizes part-time employees on an as needed basis for manufacturing. The Company has numerous domestic and foreign patents issued as well as a number of other patent applications pending for its CinchLockâ pipe connectors. The Company has a number of patents both pending and granted which cover the Company's technology.
Research and Development expenses for the years ended July 31, 1999 and July 31, 1998 were $21,726 and $12,012, respectively. The increase of $9,714 was attributable to additional testing and development pursuant to its contracts.
Item 2. Description of Property.
The Company's product development facilities and administrative offices are located in Rochdale, Massachusetts and occupy approximately 6,520 square feet. ROVAC rents the space, which it occupies from its controlling shareholder, Stafford Industries, Inc., ("Stafford").
Item 3. Legal Proceedings.
There are no pending or threatened legal proceedings against the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Common Stock
The Company has authorized 40,000,000 shares of Common Stock ($0.01 par value per share), of which 39,943,073 shares of Common Stock were reported issued and outstanding as of July 31, 1999. In addition, there are 40,000 shares of Common Stock issuable as of July 31, 1999. All of the issuable shares will have restrictions against transfer pursuant to Regulation D and/or will be exempt from registration under the Securities Act of 1933, as amended.
Market for Common Stock
The Company's Common Stock has been traded in the over-the-counter market since 1974, and is presently listed in the "pink sheets" by approximately four (4) broker-dealers. The following is the range of low and high bid prices for a share of the Company's stock for quarters ended:
July 30, 1999 |
$0.15 - 0.18 |
July 31, 1998 |
$0.155 - 0.17 |
April 30, 1999 |
$0.18 - 0.19 |
April 30, 1998 |
$0.20 - 0.22 |
January 29, 1999 |
$0.15 - 0.1875 |
January 30, 1998 |
$0.155 - 0.18 |
October 30, 1998 |
$0.10 - 0.115 |
October 31, 1997 |
$0.19 - 0.20 |
During the fiscal year, the range of low and high bid price for the Company's Common Stock was between $0.10 and $0.19 per share. Prices represent quotations from the "pink sheets" without adjustment for retail mark-ups, markdowns, or commissions and do not represent actual transactions. The number of stockholders of record as of July 31, 1999 was approximately 3,576. The Company has paid no dividends on its Common Stock for the last three fiscal years and does not expect to pay any dividend during the coming fiscal year.
As of July 31, 1999, Stafford held of record 22,792,500 shares of the Common Stock ($0.01 par value per share) of the Company and 12,000 shares of Preferred Stock ($100 par value per share) of the Company.
There is no trading market contemplated for the preferred shares and the conversion value of the preferred shares shall not exceed par value. The company, by action of its Board of Directors, may call or redeem the whole or any part of the Preferred Stock, at any time, or from time to time, at $100 per share plus a sum equal to all accumulated and unpaid dividends thereon to the date fixed for redemption. In the event that the Board of Directors calls or redeems the whole or any part of the Preferred Stock, the Board shall be required to take such action on or within ten (10) years from issue.
Item 6. Management's Discussion and Analysis or Plan of Operation
(a) Plan of Operation
The Company's operations in the past several years have been focused on designing and developing its CinchLockâ pipe connectors. This activity has not generated significant revenues and the Company has been dependent on cash advances from licensing income and loans from officers of the Company to meet working capital and liquidity needs. There can be no assurance that officers and/or affiliate of the Company will continue to provide loans and capital to the Company.
During the fiscal year, the Company received limited revenues through the sales of its CinchLockâ pipe connecting technology and received increased income from its commercial licensing agreements. The Company has been and remains dependent on receiving loans from officers and/or affiliate to continue in business. However, there can be no assurance that such sources of funding will continue. At the close of and for the fiscal year ending on July 31, 1999, officers made net loans to the Company in the amount of approximately $2,400. At the close and for the fiscal year ending on July 31, 1998, net advances from the affiliate increased by approximately $61,000.
(b) Management's Discussion and Analysis of Financial Condition
(1) Results of Operations for the year ended July 31, 1999
The total operating expenses were $178,013 for the year ending July 31, 1999 as compared to $146,587 for the fiscal year ending 1998. The increase of $31,426 is mainly attributable to production, manufacturing and research and development costs related to an increase in product demand.
(2) Results of Operation for the year ended July 31, 1998
The total operating expenses were $146,587 for the year ending July 31, 1998 as compared to $177,324 for the fiscal year ending 1997. The decrease of $30,770 is mainly attributable to the fact that the majority of pipe connecting testing and development has been completed.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY OMITTED.
THE ROVAC CORPORATION
Table of Contents
Independent Auditors' Report F-1
Balance Sheets F-2 - F-3
Statements of Operations F-4
Statements of Stockholders' Deficit F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-9
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
The ROVAC Corporation
We have audited the accompanying balance sheets of The ROVAC Corporation as of July 31, 1999 and 1998, and the related statements of operations, stockholders' deficit, and cash flows for the years then ended. 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 financial statements referred to above present fairly, in all material respects, the financial position of The ROVAC Corporation as of July 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency. These conditions raise substantial doubts about the Company's ability to continue as a going concern. Management's plan in regard to these matters is described in Note 1. The financial statements do not include any adjustments that might arise from the outcome of this uncertainty.
MOTTLE McGRATH BRANEY & FLYNN, P.C.
Worcester, Massachusetts
February 28, 2000
F-1
THE ROVAC CORPORATION |
|||||||
Balance Sheets |
|||||||
July 31, 1999 and 1998 |
|||||||
1999 |
1998 |
||||||
Assets |
|||||||
Current Assets: |
|||||||
Accounts receivable |
$ 700 |
$ 695 |
|||||
Accounts receivable - officer |
61,174 |
37,188 |
|||||
Inventory (note 3) |
2,003 |
- |
|||||
Total current assets |
63,877 |
37,883 |
|||||
Property and equipment: |
|||||||
Machinery and equipment |
72,112 |
72,112 |
|||||
Furniture and fixtures |
30,283 |
30,283 |
|||||
Leasehold improvements |
28,121 |
28,121 |
|||||
130,516 |
130,516 |
||||||
Less accumulated depreciation |
123,384 |
120,701 |
|||||
Net property and equipment |
7,132 |
9,815 |
|||||
Patents and patent applications, net of |
|||||||
accumulated amortization of $15,334 in 1999 |
|||||||
and $11,641 in 1998 |
68,935 |
66,144 |
|||||
Total assets |
$ 139,944 |
$ 113,842 |
|||||
See accompanying notes to financial statements. |
F-2 THE ROVAC CORPORATION |
||||||||||
Balance Sheets |
||||||||||
July 31, 1999 and 1998 |
||||||||||
Liabilities and Stockholders' Deficiency |
1999 |
1998 |
||||||||
Current liabilities |
||||||||||
Cash overdraft |
$ 1,587 |
$ 4,830 |
||||||||
Notes payable - officer (note 4) |
665,515 |
663,141 |
||||||||
Notes payable - other |
3,250 |
3,250 |
||||||||
Accounts payable: |
||||||||||
Trade |
113,345 |
101,187 |
||||||||
Parent company |
780,620 |
719,914 |
||||||||
Accrued expenses (note 5) |
953,871 |
841,607 |
||||||||
Total current liabilities |
2,518,188 |
2,333,929 |
||||||||
Commitments and contingencies (note 1) |
||||||||||
Stockholders' deficit: |
||||||||||
8% nonvoting preferred stock, $100 par value. |
||||||||||
Authorized 25,000 shares, issued and outstanding |
||||||||||
12,000 shares each year |
1,200,000 |
1,200,000 |
||||||||
Common stock, $.01 par value. Authorized |
||||||||||
40,000,000 shares, issued and outstanding |
||||||||||
39,943,073 shares each year |
399,431 |
399,431 |
||||||||
Common stock issuable, $.01 par value, |
||||||||||
40,000 shares each year |
400 |
400 |
||||||||
Additional paid-in capital |
8,269,432 |
8,269,432 |
||||||||
Accumulated deficit |
(12,247,507) |
(12,089,350) |
||||||||
Total stockholders' deficit |
(2,378,244) |
(2,220,087) |
||||||||
Total liabilities and stockholders' deficit |
$ 139,944 |
$ 113,842 |
||||||||
See accompanying notes to condensed financial statements. |
||||||||||
F-3 THE ROVAC CORPORATION |
||||||||||
Statement of Operations |
||||||||||
Years ended July 31, 1999 and 1998 |
||||||||||
1999 |
1998 |
|||||||||
Revenues: |
||||||||||
Contract Income |
$ 86,000 |
$ 36,000 |
||||||||
Product |
10,634 |
3,901 |
||||||||
Total revenues |
96,634 |
39,901 |
||||||||
Operating expenses: |
||||||||||
Cost of sales |
13,351 |
8,689 |
||||||||
General and administrative |
136,560 |
120,591 |
||||||||
Research and development |
21,726 |
12,012 |
||||||||
Depreciation |
2,683 |
2,683 |
||||||||
Amortization |
3,693 |
2,612 |
||||||||
Total operating expenses |
178,013 |
146,587 |
||||||||
Operating loss |
(81,379) |
(106,686) |
||||||||
Other income (expense): |
||||||||||
Interest expense |
(82,403) |
(82,782) |
||||||||
Miscellaneous income |
5,625 |
3,457 |
||||||||
(76,778) |
(79,325) |
|||||||||
Net loss |
$ (158,157) |
$ (186,011) |
||||||||
Loss per share of common stock |
$ (0.004) |
$ (0.005) |
||||||||
See accompanying notes to condensed financial statements. |
F-4
THE ROVAC CORPORATION |
|||||||||||
Statement of Stockholders' Deficit |
|||||||||||
Years ended July 31, 1999 and 1998 |
|||||||||||
Preferred Stock |
Common Stock |
Common Stock Issuable |
Additional |
||||||||
Number |
Number |
Number |
Paid-in |
Accumulated |
|||||||
of Shares |
Par Value |
of Shares |
Par Value |
of Shares |
Par Value |
Capital |
Deficit |
Total |
|||
Balance, July 31, 1997 |
12,000 |
$ 1,200,000 |
39,943,073 |
$ 399,431 |
40,000 |
$ 400 |
$ 8,269,432 |
$(11,903,339) |
$(2,034,076) |
||
Net loss |
- |
- |
- |
- |
- |
- |
- |
(186,011) |
(186,011) |
||
Balance, July 31, 1998 |
12,000 |
1,200,000 |
39,943,073 |
399,431 |
40,000 |
400 |
8,269,432 |
$(12,089,350) |
(2,220,087) |
||
Net loss |
- |
- |
- |
- |
- |
- |
- |
(158,157) |
(158,157) |
||
Balance, July 31, 1999 |
12,000 |
$ 1,200,000 |
39,943,073 |
$ 399,431 |
40,000 |
$ 400 |
$ 8,269,432 |
$(12,247,507) |
$(2,378,244) |
||
See accompanying notes to condensed financial statements. |
|||||||||||
F-5 |
THE ROVAC CORPORATION |
||||||||||||||||||
Statements of Cash Flows |
||||||||||||||||||
Years ended July 31, 1999 and 1998 |
||||||||||||||||||
1999 |
1998 |
|||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||
Net loss |
$ (158,157) |
$ (186,011) |
||||||||||||||||
Adjustments to reconcile net loss to |
||||||||||||||||||
net cash used in operating activities: |
||||||||||||||||||
Depreciation and amortization |
6,376 |
5,295 |
||||||||||||||||
Services in exchange for common stock or note payable |
- |
(8,000) |
||||||||||||||||
(Increase) decrease in assets: |
||||||||||||||||||
Accounts and loan receivable |
(23,991) |
(34,345) |
||||||||||||||||
Inventory |
(2,003) |
- |
||||||||||||||||
Increase (decrease) in liabilities: |
||||||||||||||||||
Accounts payable |
72,864 |
118,986 |
||||||||||||||||
Accrued expenses |
112,264 |
106,712 |
||||||||||||||||
|
Total adjustments |
165,510 |
188,648 |
|||||||||||||||
Net cash provided by operating activities: |
7,353 |
2,637 |
||||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||
Costs of patents and patent applications |
(6,484) |
(7,323) |
||||||||||||||||
Net cash used in investing activities |
(6,484) |
(7,323) |
||||||||||||||||
Cash flows from financing activities: |
||||||||||||||||||
Proceeds from notes payable - officer |
2,374 |
2,800 |
||||||||||||||||
Net cash provided by financing activities |
2,374 |
2,800 |
||||||||||||||||
Net change in cash |
3,243 |
(1,886) |
||||||||||||||||
Cash overdraft, beginning of year |
(4,830) |
(2,944) |
||||||||||||||||
Cash overdraft, end of year |
$ (1,587) |
$ (4,830) |
||||||||||||||||
Supplemental disclosures of cash flow information: |
||||||||||||||||||
Cash paid during year for interest |
||||||||||||||||||
Supplemental disclosures of non-cash financing activities: |
||||||||||||||||||
Note payable issued for services (cancelled) |
$ - |
$ (8,000) |
F-6
THE ROVAC CORPORATION
Notes to Financial Statements
(1) Basis of Presentation
The ROVAC Corporation (Company) is a majority-owned subsidiary of Stafford Industries Inc. (Parent). The Parent owned approximately 57% of the Company at July 31, 1999 and 1998.
The Company is primarily a research and development firm engaged principally in designing, building and testing a number of products. The Company is continuing in a transition phase which has allowed the introduction of it pipe connecting technology to reach commercial markets.
The Company's financial statements have been presented on a going concern basis, which contemplates the realization of assets and liabilities in the normal course of business. The Company has reported net losses of $158,157 and $186,011 for the years ended July 31, 1999 and 1998, respectively. As a result, a stockholders' deficit of $2,378,244 was reported and the Company's current liabilities exceed its current assets by $2,454,311 at July 31, 1999. These conditions raise substantial doubts about the Company's ability to continue as a going concern.
No significant revenues have been generated in the past two years. During this time the Company has been primarily dependent upon officer loans and advances from the Parent company to fund expenses. Continued operations of the Company are dependent upon the Company's ability to successfully secure customers for its new products and the ability to secure additional equity or debt financing. There can be no assurance that the Company's efforts will be successful.
The Company is pursuing a market for its new mechanical pipe connector. The Company's ability to recover the recorded amounts of its assets, particularly the unamortized cost of patents and patent applications of $68,935 is dependent on the success of its ventures.
(2) Summary of Significant Accounting Policies
Inventory is valued at the lower of cost or market; cost is determined principally on the basis of first-in, first-out method (FIFO).
Property and equipment are stated at cost. Depreciation is computed using the straight- line method over useful lives of two to ten years.
(c) Patent applications
Patent applications are stated at cost until a patent is granted, at which time the costs are amortized over the life of the patent. Patent applications subsequently determined to be not commercially feasible are charged to income at the time of such determination.
F-7
THE ROVAC CORPORATION
Notes to Financial Statements
(2) Summary of Significant Accounting Policies (continued)
(d) Income taxes
Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.
(e) Loss per share of common stock
Loss per share of common stock as computed is based on the weighted average of the number of shares outstanding and issuable during the years (39,983,073) in 1999 and (39,983,073) in 1998.
Inventory consists of the following:
Raw materials $ 713 $ -
Finished goods 1,290 -
$2,003 $ -
(4) Notes Payable - Officer
Notes payable to officer consist of several demand notes to an officer who is also a director and shareholder of the Company. The notes carry interest rates of 12%.
(5) Accrued Expenses
Accrued expenses consist of:
1999 1998
Interest to officer $737,076 $655,255
Professional fees 29,000 21,000
Payroll taxes 18,830 19,326
Directors' fees 24,300 24,300
Salaries 137,477 117,457 Other 7,188 4,269
Other 7,188 4,269
$953,871 $841,607
F-8
THE ROVAC CORPORATION
Notes to Financial Statements
(6) Income Taxes
At July 31, 1999 the Company has net operating loss carryforwards approximating $3,668,000 which are available to offset future taxable income. The carryforwards expire as follows:
Year Amount
2000 $436,000
2001 566,000
2002 368,000
2003 444,000
2004 388,000
2005 265,000
2006 68,000
2007 146,000
2008 273,000
2010 236,000
2011 130,000
2012 150,000
2014 60,000
The loss carryforward is fully reserved for deferred tax purposes.
(7) Related Party Transactions
The Company leases its space from its parent company as a tenant-at-will. The lease expense was $19,560 for 1999 and 1998.
F-9
PART III
Item 9. Directors, Executive Officers, Promoters and Control Person, Compliance with Section 16(a) of the Exchange Act.
The last Annual Meeting of the Shareholders of the Company was held on March 31, 1989, when Mr. Shea, Sr., Mr. Riesner, Mr. Spillane, and Mr. Shea, Jr., were re-elected as directors and Mr. Loscocco was elected a new director of the Company. These directors were elected by the shareholders to serve until the next annual meeting or until their successors are elected and qualified. The following information is furnished with respect to current directors and officers of the Company.
Name Age Position Period of Service
Raymond E. Shea, Sr. 81 Chief Executive May, 1984
Officer, Director to date
Robert Riesner 70 Secretary, September 1982
Director to date
S. John Loscocco 75 Director March 1989
to date
John W. Spillane 68 Director May, 1984
to date
Raymond E. Shea, Jr. 40 Vice President April 1985
Treasurer, Director to date
Raymond E. Shea, Sr., is the Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Shea has been an officer and director of the Company since 1984. Mr. Shea is an entrepreneur and inventor. He is a businessman associated with the commercialization of technical products and business turnarounds.
Robert Riesner, Secretary and Director of the Company, is a financial consultant and workout specialist supervising various corporate transactions and reorganizations. Mr. Riesner has been an officer and director of the Company since 1982. Since April 1983, he has been a principal of PBR Financial Services.
S. John Loscocco is a Director who is an investor with extensive experience in the field of venture capital. Mr. Loscocco has served as President of Acquivest Group, Inc., a venture management organization for more than the past ten years.
John W. Spillane is a Director of the Company and serves the Company as its General Counsel. Mr. Spillane has been a Director of the Company since 1984. He is a member of the Massachusetts State and Federal Bar, and has been a practicing attorney in Worcester, Massachusetts for 41 years.
Raymond E. Shea, Jr. is Vice President, Treasurer and Director of the Company and is the son of Raymond E. Shea, Sr. He has been an officer and director of the Company since April 1985 and has served the Company in a variety of key operating and managerial positions during the past twelve years. Mr. Shea is also a Treasurer and Director of Stafford Industries, Inc.
Item 10. Executive Compensation
All officers and directors of the Company received the following compensation (both cash and deferred) during fiscal year 1999:
Summary Compensation Table
The chief executive officer has not drawn a salary in the three year period ending July 31, 1999.
No officer or director earned in excess of $100,000 in the three year period ending July 31, 1999.
The aggregate amount of other compensation paid to each officer and director during the last fiscal year did not exceed the lesser of $25,000 or 10% of cash compensation. There are no plans in effect or proposed under which the issuer paid or will pay cash, non-cash, or other compensation to any person, including the above named individuals and group specified in this Item. Notwithstanding the foregoing, directors accrue $300.00 of compensation for their services in attending each directors' meeting.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Stafford Industries, Inc., of Rochdale, Massachusetts ("Stafford") owns a majority of shares of common stock of the Company. As of July 31, 1999, Stafford owned 22,792,500 shares of common stock of the Company and 12,000 shares of preferred stock of the Company. The identity of the officers and directors of Stafford is as follows:
Raymond E. Shea, Sr., President and Director,
342 Silver Lane
Royal Palms, Boca Raton, FL 33432;
Raymond E. Shea, Jr., Treasurer and Director,
175 Southbridge Road
North Oxford, MA 01537;
John W. Spillane, Clerk and Director
11 Dennison Road
Worcester, MA 01609
Raymond E. Shea, Sr., President and Chairman of the Board of Stafford, is the controlling stockholder of Stafford. Mr. Shea, Sr. owns 5,157 shares of common stock of Stafford, which is 31.25% of the number of shares of Stafford issued and outstanding. Mr. Shea, Sr. owned the same number of shares of Stafford common stock at the close of the fiscal year ending July 31, 1999.
The authorized capital stock of the Company consists of 40,000,000 shares of common stock, par value $0.01 per share, and 25,000 shares of preferred stock, $100 per share. As of July 31, 1999, Stafford owned 57% of the common stock of the Company and all of the preferred stock issued by the Company.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY OMITTED.
The following table shows the amount of common stock of the Company owned of record and beneficially as of July 31, 1999 by each Director and all Directors and Officers as a group, consisting of five persons:
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature Of Beneficial Owner |
Percent of Class |
|||
Common Stock |
Raymond E. Shea, Sr. 442 Silver Lane Boca Raton, FL 33432 |
7,251,579 Shares (1) |
18.15% |
|||
Common Stock |
Robert Riesner 51 S. Keswick Ave Glenside, PA 19038 |
414,409 Shares (2) |
1.04% |
|||
Common Stock |
John W. Spillane 11 Dennison Road Worcester, MA 01609 |
317,204 Shares (3) |
0.79% |
|||
Common Stock |
Raymond E. Shea, Jr. 175 Southbridge Road No. Oxford, MA 01537 |
2,520,988 Shares (4) |
6.31% |
|||
Common Stock |
S. John Loscocco Bayview Ave. Portsmouth, RI 02871 |
165,763 Shares (5) |
0.41% |
|||
(1) Mr. Shea, Sr. owns 31.25% of all of the shares of common stock of Stafford, which holds 22,792,500 shares of common stock of ROVAC.
(2) Mr. Riesner owns 1.81% of all of the shares of common stock of Stafford and thus has a beneficial interest in 22,792,500 shares of common stock of the Company held by Stafford.
(3) Mr. Spillane owns 0.91% of the issued and outstanding shares of common stock of Stafford which holds 22,792,500 shares of common stock of ROVAC.
(4) Mr. Shea, Jr. owns 11.06% of all of the shares of common stock of Stafford, which holds 22,792,500 shares of common stock of the Company.
(5) Mr. Loscocco has previously disclaimed ownership in 120 shares of common stock of Stafford which were issued to Mr. Loscocco and subsequently transferred to Acquivest Holding II, Ltd., with which Mr. Loscocco is affiliated. The 120 shares of common stock of Stafford represents 0.72% of the issued and outstanding shares of Common Stock of Stafford and represents 165,763 shares of Common Stock of the Company held by Stafford.
Item 12. Certain Relationships and Related Transactions
There were no transactions in excess of $75,000 with related parties.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-KSB
None.
(c) Exhibits
1. Contracts, Leases and Agreements.
None.
2. Subsidiaries
None.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY OMITTED.
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned.
(Registrant) THE ROVAC CORPORATION
By (Signature and Title) ______________________________________
Raymond E. Shea, Sr., President
Date ___________________________
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicates.
Signature |
Title |
Date |
__________________________ (Raymond E. Shea, Sr.) |
Chief Executive Officer and Director |
____________________ |
S. John Loscocco (S. John Loscocco) |
Director |
____________________ |
Robert Riesner (Robert Riesner) |
Secretary and Director |
____________________ |
John W. Spillane (John W. Spillane) |
Director |
____________________ |
Raymond E. Shea, Jr. (Raymond E. Shea, Jr.) |
Treasurer and Director |
____________________ |
|