NDC AUTOMATION INC
10QSB/A, 1999-05-14
MEASURING & CONTROLLING DEVICES, NEC
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                   FORM 10-QSB/A

This 10-QSB/A is being filed solely for the purpose of updating and replacing
the RISK ASSOCIATED WITH YEAR 2000 section included in the Management's
Discussion and Analysis section.
(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the quarterly period ended                                February 28, 1999
- --------------------------------------------------------------------------------


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from                                        to
- --------------------------------------------------------------------------------

Commission file number                                    0-18253
- --------------------------------------------------------------------------------

                              NDC Automation, Inc.
- --------------------------------------------------------------------------------

        (Exact name of small business issuer as specified in its charter)

                   Delaware                     56-1460497
- --------------------------------------------------------------------------------

(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)


       3101 Latrobe Drive, Charlotte, North Carolina           28211-4849
- --------------------------------------------------------------------------------

         (Address of principal executive offices)

                                 (704) 362-1115
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                           (Issuer's telephone number)

                                       N/A
- --------------------------------------------------------------------------------

(Former name, former address, and former fiscal year, if changed since last
 report)

    Check whether the issuer (1) 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
                                                                      ---   ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

    Check whether the registrant filed all documents and reports required to 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

    As of March 31, 1999, there were 3,453,451 shares of common stock
outstanding.

    Transitional Small Business Disclosure Format (Check one):
       Yes [ ]; No [X]
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

================================================================================

   
     RISK ASSOCIATED WITH YEAR 2000: The Company, in its day to day operations,
relies upon various computer software and hardware that may be adversely
affected by a change in the millennium, from 1999 to 2000.  In general,
information systems experts have predicted that a wide variety of problems, from
system failures to data entry and transfer errors, will result from the turn of
the century.  Repeated system failures, data entry and transfer errors and
similar computer problems would result in a material adverse effect on the
Company and its operations.  However, the Company has examined most of its
computer hardware and software and, based on such examination, does not
reasonably anticipate any significant internal problems as a result of the
change in millennium.  

      The Company has assessed its accounting, network, communication and other
material systems for Y2K compliance. The investigation has revealed that these
systems are not Y2K compliant, but such software or hardware can be purchased or
upgraded to comply. The present time frame to upgrade the accounting system is
scheduled for the end of May 1999 and completion of testing by the end of August
1999. Hardware systems are to be upgraded or purchased and tested also by the
end of August 1999. Costs associated with the Company's Y2K compliance are
estimated to be approximately $20,000 for software upgrades and approximately
$70,000 for hardware. The Company expects to lease such upgrades and purchases
for approximately $3,000 a month, which is in line with management's operating
and maintenance budgets.

      The Company may, however, be adversely affected by external systems
problems, problems over which the Company has minimal control. In order to
minimize such risks, the Company is assessing critical third parties that supply
material or services to the Company. such investigations include direct contacts
with such vendors and reviewing information supplied by such vendors through
Internet sites or direct mailings. To date the critical vendors are addressing
their Y2K issues and are at different phases in their plans. To date none have
communicated that they will have significant problems due to the change in the
millennium. The Company expects such work related to Y2K to continue with its
critical vendors until such vendors issue statements of full Y2K compliance.

     It is difficult to provide a description of a worst case Y2K scenario.
There are so many things that are beyond the Company's control such as local and
foreign government operations, transportation and delivery services. The Company
has to assume that there will not be an extended total break down of common
business operations in the USA and Europe; if this would occur the Company would
not be in a position to operate as a going concern. In analyzing the Company's
current operations, the worst case scenario would most likely be that the
equipment and software it plans to purchase fails to solve its Y2K issues. In
such a situation the Company would be forced to a manual system of operation
which could be implemented quickly due to the present size of the Company.

     The company's present contingency plan should a worst case scenario event
occur includes but is not limited to:
1.  Employee awareness and training for modified operations;
2.  Hard copy print outs and software backups of all information;
3.  Continued relations with qualified Y2K specialist; and
4.  Increased inventory of certain critical components to meet potential demands
    from our customer service department. 
    

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<PAGE>

                                   SIGNATURES





In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




                                                  NDC AUTOMATION, INC.
                                                         (Registrant)






                                                  BY: /s/ Ralph Dollander
                                                     ---------------------------
                                                  Ralph Dollander
                                                  President
                                                  (Chief Executive Officer)




                                                  BY: /s/ Claude Imbleau
                                                     ---------------------------
                                                  Claude Imbleau
                                                  VP - Finance & Administration
                                                  (Chief Financial Officer)

Date: May 14, 1999
     ----------------

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