<PAGE>
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-25242
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PREMIER LASER SYSTEMS, INC.
---------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0472684
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3 Morgan, Irvine, California 92618
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(Address of principal executive offices)
(714) 859-0656
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(Issuer's telephone number)
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(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 Securities Exchange Act of 1934 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports required
to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date (January 13, 1997):
Class A Common Stock: 7,154,054 Shares
Class E-1 Common Stock: 1,256,818 Shares
Class E-2 Common Stock: 1,256,818 Shares
Transitional Small Business Disclosure Format (check one):
Yes No X
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
The unaudited financial information for the three and nine month periods
ended December 31, 1996 and comparative financial information for the prior
year, together with the balance sheets as of December 31, 1996 and March 31,
1996 of Premier Laser Systems, Inc. (the "Company") are attached hereto and
incorporated herein by this reference.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This Quarterly Report contains forward-looking statements including,
without limitation, statements concerning future cost of sales, future gross
margins on sales and future product and component development and procurement
plans. The Company's actual results may differ significantly from the results
discussed in these forward-looking statements. Factors that may cause such
differences include market acceptance of the Company's products, prices charged
by the Company's suppliers, future changes in the Company's technology and the
effects of the introduction of new products by the Company's competitors, among
others.
RESULTS OF OPERATIONS
Net sales by the Company for the quarter ended December 31, 1996 (the "1996
Quarter") increased approximately 107% to $1,472,000 as compared to $711,918 for
the quarter ended December 31, 1995 (the "1995 Quarter"). Net sales for the
1996 Quarter were lower than expected due to a shortage of argon components and
lasers ordered from the Company's vendors for its dental argon business. The
Company had a backlog of orders of approximately $1,000,000 at the end of the
1996 Quarter. The Company expects to receive from third party vendors
additional shipments of backordered components and lasers beginning in February
1997, but has also accelerated its own development program to substantially
reduce its reliance on these suppliers by fiscal 1998. The increase in sales
resulted primarily from an increase in sales to the dental industry, and
reflected a change in the mix of product sales, including higher sales of the
Company's MOD argon laser, which was cleared for teeth whitening in August 1996,
as well as increased sales of its Arago argon laser, Aurora diode laser and
initial sales of its Centauri Er:YAG for hard tissue dentistry. Net sales for
the nine month period ended December 31, 1996 (the "1996 Period") increased
approximately 277% to $3,887,018 from $1,030,686 from the nine month period
ended December 31, 1995 (the "1995 Period"). Sales in the 1995 Period of
ND:YAG, ER:YAG and other laser products were adversely affected by the lack of
working capital during the first three quarters of the fiscal year ended March
31, 1995 ("fiscal 1995") to fund the purchase of inventory components (some of
which have long supply lead times) and manufacturing operations.
The Company recorded a gross profit in the 1996 Quarter and 1996 Period of
$538,328 and $1,178,180, respectively, as compared to a gross profit of $95,731
and a negative gross profit of $542,850 in the 1995 Quarter and the 1995 Period,
respectively. The increase in gross profit to 37% of sales in the 1996 Quarter
is due primarily to the settlement and termination of the Company's joint
marketing agreement with International Biolaser Corporation (IBC). This
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agreement had previously required the Company to remit a majority of the gross
profit for sales of its MOD-TM- argon laser to IBC. In addition, if production
volumes increase in future periods, management anticipates higher absorption of
manufacturing costs and increased utilization of the Company's manufacturing
personnel, which could lead to increasing positive gross margins based upon
management's current calculation of the Company's standard cost of sales.
Selling and marketing expenses totaled $582,132 for the 1996 Quarter and
$1,534,006 for the 1996 Period, as compared to $340,016 for the 1995 Quarter and
$834,697 for the 1995 Period. The increase was primarily attributable to
marketing and sales efforts related to the Company's dental products. These
expenses primarily included increased commissions and related selling expenses,
expenses of sales and marketing personnel, trade show attendance and advertising
expenses. Sales and marketing expenses for the 1996 Period also included
expenses relating to the initial showing of the Company's ER:YAG laser at the
annual meetings of the American Society of Cataract and Refractive Surgeons and
the American Academy of Ophthalmology.
Research and development expenses were $435,806 and $784,723 for the 1996
Quarter and 1996 Period, as compared to $254,079 and $1,013,606 for the 1995
Quarter and 1995 Period respectively. These amounts reflected reimbursements
from the Small Business Innovative Research grant awarded to the Company of
$457,000 in the 1996 Period and $50,000 in the 1995 Period. Increased expenses
were primarily attributable to increased clinical trial expense in dentistry and
ophthalmology and salaries.
Settlement of joint marketing agreement expenses in the 1996 Period
included a one time writedown associated with the settlement and termination of
the Company's marketing agreement with IBC. As part of this settlement, the
Company guaranteed approximately $201,000 of indebtedness to a third party, in
exchange for exclusive rights to the MOD argon laser technology. The Company
has fully reserved for this guarantee and a note receivable from IBC.
General and administrative expenses increased to $501,021 in the 1996
Quarter from $364,615 in the 1995 Quarter. This increase was primarily
attributable to expenses incurred in connection with the termination of the
Company's Chief Financial Officer and controller and reserves taken for
receivables associated with IBC customers as the Company began to terminate its
CO2 business, which has been replaced by diode sales. General and
administrative expenses for the 1996 Period decreased to $1,108,639 from
$1,314,938 in the 1995 Period. This reduction was primarily attributable to a
reduction in annual report, accounting, legal and public relations expenses
offset in part by the factors which increased general and administrative
expense in the 1996 Period.
Net interest income increased to $1,290 in the 1996 Quarter from net
interest expense of $2,975 in the 1995 Quarter. Net interest income decreased
to a net interest expense of $68,661 in the 1996 Period from net interest income
of $117,068 in the 1995 Period. The decrease in the 1996 Period reflected the
decreased cash available for the Company to invest and an increase in borrowings
under the Company's credit facility with Silicon Valley Bank (the
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<PAGE>
"Credit Facility"), offset by interest income from investments made following
the Company's secondary offering, which was completed in October 1996.
The Company's net losses from operations increased to $980,632 in the 1996
Quarter from $862,980 in the 1995 Quarter. The increases were primarily
attributable to the increase in general and administrative expenses, research
and development expenses and selling and marketing expenses, offset by an
increase in sales and gross profit margin. Net losses from operations decreased
to $2,580,928 in the 1996 Period from $3,706,091 in the 1995 Period. The
decrease was primarily attributable to the increase in sales and gross profit
margin and decreases in general and administrative expenses and research and
development expenses, offset in part by increases in sales and marketing
expenses and expenses relating to the settlement of the Company's joint
marketing agreement with IBC.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations have been financed through the proceeds from the
sale of the Company's equity securities, including its Initial Public
Offering ("IPO"), revenues from operations, the proceeds from an SBIR grant
and funding from the Credit Facility with Silicon Valley Bank. In addition,
the Company's secondary public offering (the "Secondary Offering") was
completed on October 18, 1996. In connection with this offering, the Company
issued 11,000 units (the "Units"), each Unit consisting of 190 shares of
Class A Common Stock, and 95 redeemable Class B Warrants, at $1,000 per Unit,
resulting in net proceeds of $8,972,762 to the Company. In November 1996,
the Company received additional net proceeds of $1,476,750 from the issuance
of 1,650 Units upon the exercise of the underwriter's over-allotment option.
The Company's principal capital requirements include the financing of
inventory, accounts receivable, research and development activities, the
development of an ophthalmic and a surgical sales force, the development of
marketing programs and the acquisition and/or licensing of patents.
At December 31, 1996, the Company had a cash balance of $3,688,556, short
term investments of $3,765,367 and working capital of $10,687,496. This
represents an increase from March 31, 1996 of $3,653,093 in cash and cash
equivalents. This increase in cash and cash equivalents was largely due to
completion of the Secondary Offering, borrowings under the Credit Facility and
cash received from the exercise of Class A Warrants, partially offset by cash
used in operations.
At December 31, 1996, the Company's indebtedness consisted of $300,000
due to Silicon Valley Bank on the Credit Facility and a remaining guarantee
for an IBC third party payable of $69,400.
The Company's Credit Facility with Silicon Valley Bank permits maximum
borrowings of up to $1,000,000 under a formula based on the value of the
1,150,000 shares of common stock of Mattan Corporation (the "Mattan Shares")
held by the Company. Borrowings under the Credit Facility are secured by the
Mattan Shares, bear interest at the rate of 1.0% per annum over the prime rate
of interest, and are due and payable in April, 1997. In connection with the
Credit Facility, the Company issued to such lender warrants to purchase up to
9,756 shares of
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<PAGE>
the Company's Class A Common Stock at an exercise price equal to $10.25 per
share. As of December 31, 1996, the Company had drawn approximately $300,000
on this Credit Facility.
At March 31, 1996, the Company had net operating loss carryforwards for
federal income tax purposes totaling approximately $16,319,000 which will begin
to expire in fiscal 2007. Net operating loss carryforwards for state income tax
purposes totaling approximately $7,895,000 at March 31, 1996 begin to expire in
fiscal 1998. The Tax Reform Act of 1986 includes provisions which may limit the
net operating loss carryforwards available for use in any given year if certain
events occur, including significant changes in stock ownership. Utilization of
the Company's net operating loss carryforwards to offset future income may be
limited.
The Company's future capital requirements will depend on many factors,
including the progress of the Company's research and development activities,
the scope and results of preclinical studies and clinical trials, the costs
and timing of regulatory approvals, the rate of technology advances by the
Company, competitive conditions within the medical laser industry, the
establishment of manufacturing capacity and the establishment of
collaborative marketing and other relationships which may either involve cash
infusions to the Company, or require additional cash from the Company.
Management believes that short-term assets, cash generated through expected
future revenues, the Credit Facility and SBIR grants will be adequate to
satisfy its working capital needs for at least the next 12 months. After
that period the Company's ability to meet its working capital needs will be
dependent on its ability to achieve a positive cash flow from operations and
profitable operations, in addition to its ability to secure additional debt
or equity financing. No assurance can be given that the Company will be able
to achieve a positive cash flow from operations, profitable operations or
secure financing on acceptable terms.
SEASONALITY OF BUSINESS
To date, the Company's revenues have typically been significantly higher in
the second and fourth calendar quarters. This seasonality reflects the timing
of major medical and dental industry trade shows in these quarters,
significantly reduced sales during the summer and the effect of year end tax
planning influencing the purchasing of capital equipment for depreciation during
the fourth calendar quarter. Although revenues during the summer of 1996 did
not follow this historical pattern, the Company expects that this seasonality
will continue in the future.
GOVERNMENT GRANTS
The Company has been awarded a SBIR grant for approximately $750,000 for
the study of laser cataract emulsification. Approximately $697,634 of this
amount was drawn at December 31, 1996. The remainder of the grant can be drawn
over the next six months upon the achievement of specified criteria.
POTENTIAL FUTURE CHARGE TO INCOME
The Securities and Exchange Commission has adopted a position with respect
to arrangements such as the one entered into among the Company and the holders
of its outstanding
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Class E-1 and Class E-2 Common Stock (the "Escrow Shares") which provides
that in the event any shares are released from escrow to certain persons who
are officers, directors, employees or consultants of the Company,
compensation expense will be recorded for financial reporting purposes.
Accordingly, the Company expects, in the event of the release of the Escrow
Shares from escrow, to recognize substantial noncash charges to earnings
during the periods in which the criteria for release of the Escrow Shares are
met, which would have the effect of significantly increasing the Company's
loss or reducing or eliminating earnings, if any, at such time. The
recognition of such compensation expense by the Company may have a depressive
effect on the market price of the Company's securities.
The Escrow Shares will be automatically converted into Class A Common Stock
(at a conversion rate of one share of Class A Common Stock for each Escrow
Share) in the event that the Company meets certain criteria relating to the
market price of the Class A Common Stock or the achievement by the Company of
certain levels of "income," as defined. Different criteria relate to the Class
E-1 Common Stock and Class E-2 Common Stock. For these purposes, "income" means
the Company's net income before provision for income taxes, including earnings
from joint ventures, distribution agreements and licensing agreements, but
exclusive of any other earnings that are classified as an extraordinary item,
and exclusive of charges to income that may result from conversion of the Escrow
Shares into Class A Common Stock, as stated in the Company's financial
statements audited by the Company's independent accountants.
If none of the pretax net income or market price levels are attained, the
Escrow Shares, as well as any dividends or other distributions made with respect
thereto, will be cancelled. The pretax net income and market price levels were
determined by negotiation between the Company and the Company's underwriter in
the Company's initial public offering and should not be construed to imply or
predict any future earnings by the Company or any increase in the market price
of its securities. There can be no assurance that such earnings and market
price levels will be attained or that any or all of the Escrow Shares will be
converted into Class A Common Stock.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
Reference is made to the Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1996, for a description of certain litigation to
which the Company is a party.
Item 2. CHANGES IN SECURITIES.
Not Applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
Item 5. OTHER INFORMATION.
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Not applicable.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
quarter for which this report is filed.
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.
PREMIER LASER SYSTEMS, INC.
Dated: January 16,1997 By: /S/ MICHAEL HIEBERT
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Michael Hiebert, Chief Financial
Officer, as duly authorized officer
on behalf of the registrant
Dated: January 16, 1997 By: /S/ MICHAEL HIEBERT
----------------------------------------
Michael Hiebert, Chief Financial Officer
(Principal Financial Officer)
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<PAGE>
Attachment to Quarterly Report for the quarter ended December 31, 1996
PREMIER LASER SYSTEMS INC.
FINANCIAL STATEMENTS (UNAUDITED) FOR THE NINE MONTH
PERIOD ENDED DECEMBER 31, 1996
<PAGE>
PREMIER LASER SYSTEMS, INC.
BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1996 1996
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<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 3,688,556 $ 35,463
Short-term investments 3,765,367 4,547,377
Accounts receivable, net of allowance for doubtful accounts of
$156,212 and $154,677 1,232,553 508,315
Inventories 2,496,225 2,185,355
Prepaid expenses and other current assets 676,201 419,504
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Total current assets 11,858,902 7,696,014
Property and equipment, net 436,180 493,942
Intangibles, net 6,958,911 7,353,462
Other assets 131,150
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$19,253,993 $15,674,568
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $279,858 $1,208,219
Accrued liabilities 514,403 188,108
Notes payable to related party 481,195
Notes payable other 377,145
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Total current liabilities 1,171,406 1,877,522
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Commitments and contingencies
Shareholders' equity
Preferred stock--8,850,000 shares authorized, no shares issued
and outstanding
Common stock--Class A--no par value, 35,600,000 shares
authorized; 7,154,054 shares outstanding at December 31, 1996, 25,974,506 16,317,376
Common stock--Class E-1- no par value, 2,200,000 shares
authorized; 1,256,818 shares issued and outstanding at
December 31, 1996 4,769,878 4,769,878
Common stock-- Class E-2--no par value, 2,200,000 shares
authorized: 1,256,818 shares issued and outstanding at
December 31, 1996 4,769,878 4,769,878
Class A warrants 2,295,328 2,321,057
Class B warrants 1,495,659 376,774
Warrants to purchase Class A common stock 192,130 192,130
Unrealized holding (loss) gain on short-term investments (148,796) 3,666,367
Accumulated deficit (21,265,996) (18,616,414)
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Total shareholders' equity 18,082,587 13,797,046
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$19,253,993 $15,674,568
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</TABLE>
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PREMIER LASER SYSTEMS, INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
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1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Net Sales $1,472,880 $711,918 $3,887,018 $1,030,686
Cost of Sales 934,552 616,187 2,708,838 1,573,536
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Gross profit (loss) 538,328 95,731 1,178,180 (542,850)
Selling and marketing expenses 582,132 340,016 1,534,006 834,697
Research and development expenses 435,807 254,079 784,724 1,013,606
Settlement of joint marketing agreement 331,740
General and administrative expenses 501,021 364,616 1,108,639 1,314,938
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Loss from operations (980,632) (862,980) (2,580,929) (3,706,091)
Interest (income) expense, net (1,290) 2,975 68,661 (117,068)
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Net Loss ($979,342) ($865,955) ($2,649,590) ($3,589,023)
------------ ----------- ----------- ------------
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Loss per share (0.15) (0.19) (0.46) (0.80)
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Weighted average number of shares
outstanding 6,663,765 4,526,435 5,716,333 4,510,139
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</TABLE>
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PREMIER LASER SYSTEMS, INC.
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
December 31,
1996 1995
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,649,590) $ (3,589,023)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 623,755 609,098
Provision for doubtful accounts receivable 1,535
Settlement of joint marketing agreement 125,000
Changes in operating assets and liabilities:
Increase in accounts receivable (725,773) (222,069)
Increase in inventories (310,870) (1,077,522)
Increase in prepaid expenses and
other current assets (250,538) (95,426)
Decrease in accounts payable (928,361) (479,205)
Decrease in accrued liabilities 326,295 277,179
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Net cash used in operating activities (3,788,547) (4,576,968)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Short Term Investments (3,033,153)
Purchase of property and equipment (42,985) (170,481)
Note receivable pursuant to strategic
alliance agreement (125,000)
Restriced cash on Mattan investment (250,000)
Patent expenditures (128,458) (126,297)
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Net cash used in investing activities (3,204,596) (671,778)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Equity Offering (Note 4) 10,449,512
Net borrowings under Credit Facility 300,000
Proceeds from exercise of Class A Warrants 300,774
Proceeds from issuance of notes payable 169,332 10,552
Retirement of Note Payable (481,195)
Principal payments on notes payable (92,187) (820)
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Net cash provided by financing activities 10,646,236 9,732
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Net increase (decrease) in cash 3,653,093 (5,239,014)
Cash and cash equivalents at beginning of period 35,463 5,888,237
--------------- ---------------
Cash and cash equivalents at end of period $ 3,688,556 $ 649,223
--------------- ---------------
--------------- ---------------
SUPPLEMENTAL DISCLOSURES:
Noncash investing activities
Settlement of joint marketing agreement: $ 206,740
</TABLE>
See condensed notes to unaudited financial statements.
<PAGE>
PREMIER LASER SYSTEMS, INC.
CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1: GENERAL
In the opinion of the Company's management, the accompanying unaudited
statements include all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the financial position of
the Company at December 31, 1996 and the results of operations and cash flows
for the nine months ended December 31, 1996 and 1995. Although the Company
believes that the disclosures in these financial statements are adequate to
make the information presented not misleading, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. Results of operations for interim periods are not
necessarily indicative of results of operations to be expected for the full
year.
The financial information in this quarterly report should be read in conjunction
with the audited March 31, 1996 financial statements and notes thereto included
in the Company's annual report filed on Form 10-KSB.
The Company has suffered recurring losses from operations and may continue to
incur losses for the foreseeable future due to the significant costs anticipated
to be incurred in connection with manufacturing, marketing and distributing its
laser products. In addition, the Company intends to conduct continuing research
and development activities, including regulatory submittals and clinical trials
to develop additional applications for its laser technology. The Company is
subject to all of the risks inherent in new business enterprises. It is
anticipated that these difficulties will be compounded by the highly competitive
environment in which the Company operates.
NOTE 2: SHORT-TERM INVESTMENTS, STRATEGIC ALLIANCE
In December 1995, the Company entered into a strategic marketing alliance with
Mattan Corporation (Mattan), a Canadian corporation whose stock is publicly
traded on the Alberta Stock Exchange. The purchasing agreement (the Agreement)
stipulates that the Company will supply all laser equipment and associated
disposables for all laser surgery centers to be designed and opened by Mattan in
Canada and the United States. It is anticipated that these surgery centers will
be operated under the name of Medical Laser Institute of America. In connection
<PAGE>
with this alliance, the Company also entered into a share exchange agreement
pursuant to which the Company issued 200,000 shares of the Company's Class A
Common Stock to certain parties affiliated with Mattan, who purchased
1,150,000 shares of Mattan's common stock, representing approximately 12% of
Mattan's common stock, for approximately $881,010 on the Company's behalf.
Prior to March 31, 1996, the Mattan affiliates sold the 200,000 shares of the
Company's Class A Common Stock and released the shares of the Mattan common
stock to the Company. The Company accounts for this investment as an
available-for-sale security pursuant to SFAS 115. At December 31, 1996, the
fair value of this investment totaled approximately $732,214 and the related
unrealized holding loss totaled $148,796.
NOTE 3: INVENTORIES
Inventories are summarized as follows:
March 31, 1996 December 31, 1996
Raw Materials $ 938,560 $ 1,260,475
Work-in-progress 276,998 187,351
Finished goods 969,797 1,048,398
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$ 2,185,355 $ 2,496,224
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------------ --------------
NOTE 4: SECONDARY PUBLIC OFFERING
The Company's secondary public offering was completed on October 18, 1996. In
connection with this offering, the Company issued 11,000 units (the "Units"),
each Unit consisting of 190 shares of Class A Common Stock, and 95 redeemable
Class B Warrants, at $1,000 per Unit, resulting in net proceeds of $8,972,762 to
the Company. In November 1996, the Company received additional net proceeds of
$1,476,750 from the issuance of 1,650 Units upon the exercise of the
underwriter's over-allotment option.
NOTE 5: LITIGATION
The Company has previously entered into an agreement with Infrared Fiber
Systems, Inc. (IFS), a supplier of certain fiber optics that expires in the
fiscal year ending March 21, 2002 and requires the supplier to sell exclusively
to the Company, fiber optics for medical and dental applications as long as the
Company purchases minimum amounts.
In March 1994, the Company initiated litigation against IFS. The Company's
complaint alleges that IFS and two of its officers misrepresented IFS' ability
to supply optical fibers, and that IFS
<PAGE>
breached its supply agreement and certain warranties. In April 1994, IFS
filed a cross-complaint alleging breach of contract and intentional
interference with prospective economic advantage, seeking declaratory relief
that the contract has been terminated and that IFS is free to market its
fibers to others. In July 1994, Coherent, Inc., a major shareholder of IFS
and a manufacturer of medical lasers which employ IFS optical fibers, joined
the lawsuit for the express purpose of defending their rights to the IFS
optical fibers. In May 1995, the Company instituted litigation concerning
this dispute in the Orange County, California Superior Court against
Coherent, Westinghouse Electric Corporation ("Westinghouse") and an
individual employee of Westinghouse who was an officer of IFS from 1986 to
1993, when the events involved in the federal action against IFS took place
and while Westinghouse owned a substantial minority interest in IFS. The
complaint charges that Coherent conspired with IFS in the wrongful conduct
which is the subject of the federal lawsuit and interfered with the Company's
contracts and relations with IFS and with prospective contracts and
advantageous economic relations with third parties. The complaint asserts
that Westinghouse is liable for its employee's wrongful acts as an IFS
executive while acting within the scope of his employment at Westinghouse.
The lawsuit seeks injunctive relief and compensatory damages. In October
1995, the federal action was stayed by order of the court in favor of the
California state court action, in which the pleadings have been amended to
include all claims asserted by the Company in the federal action. In July
1996, the court in the California state court action granted demurrers by
Westinghouse and the employee of Westinghouse to all causes of action against
them, as well as all but one of the Company's claims against Coherent. As a
result, the claims that are the subject of the granted demurrers have been
dismissed, subject to the Company's right to appeal. The Company has decided
that it will file an appeal of these decisions. No trial date has been set.
The Company believes that the likely liability of the Company, if any,
arising from this litigation would not have a materially adverse impact upon
the Company.
The Company is involved in various disputes and other lawsuits from time to
time arising from its normal operations. The litigation process is
inherently uncertain and it is possible that the resolution of the IFS
litigation, disputes and other lawsuits may adversely affect the Company. It
is the opinion of management, that the outcome of such matters will not have
a material adverse impact on the Company's financial position, results of
operations or cash flows.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
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