United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2000
Commission file number 0-20468
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 68-0195770
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
629 J Street, Sacramento, CA 95814
----------------------------------------
(Address of principal executive offices)
(916) 231-0400
----------------------------------------------------
(Registrant's telephone number, including area code)
(Former address if changed since last report)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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
Number of shares of common stock outstanding as of October 31, 2000: 59,291,577
<PAGE>2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
Condensed Balance Sheets
(Unaudited)
<TABLE>
<S> <C> <C>
Fiscal Quarter Fiscal Year End
September 30, June 30,
2000 2000
----------------- -----------------
Assets
Current assets:
Cash and cash equivalents $ 10,082,493 $ 1,909,421
Trade accounts receivable 105,495 98,128
Other current assets 39,907 84,183
----------------- -----------------
Total current assets 10,227,895 2,091,732
----------------- -----------------
Property and equipment:
Equipment and software 227,387 175,415
Accumulated depreciation and amortization (31,256) (14,444)
----------------- -----------------
Property and equipment, net 196,131 160,971
----------------- -----------------
Prepaid annual service fee 250,000 250,000
----------------- -----------------
$ 10,674,026 $ 2,502,703
================= =================
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable and accrued interest payable to stockholders $ 488,542 $ 613,630
Notes payable to directors - 23,324
Trade accounts payable 109,257 97,205
Accrued payroll and related expenses 146,375 167,507
Accrued preferred stock dividends 283,195 735,001
Other current liabilities 210,091 273,018
----------------- -----------------
Total current liabilities 1,237,460 1,909,685
----------------- -----------------
Convertible notes payable to stockholder 2,288,815 -
Notes payable to stockholder(s) 1,511,635 3,567,424
----------------- -----------------
Total notes payable to stockholders 3,800,450 3,567,424
----------------- -----------------
Commitments and contingencies
Stockholders' equity (deficit):
Convertible preferred stock, $6.00 par value - 1,200,000 shares
authorized, 204,167 shares designated Series D issued and
outstanding at June 30, 2000; liquidation preference value of
$1,960,003 at June 30, 2000 - 1,225,002
Common stock, $0.01 par value - 100,000,000 shares authorized;
59,266,577 shares issued and outstanding at September 30, 2000
(55,329,605 at June 30, 2000) 592,666 553,297
Additional paid-in capital 48,883,299 35,879,513
Accumulated deficit (43,839,849) (40,632,218)
----------------- -----------------
Total stockholders' equity (deficit) 5,636,116 (2,974,406)
----------------- -----------------
$ 10,674,026 $ 2,502,703
================= =================
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>3
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
Condensed Statements of Operations
(Unaudited)
<TABLE>
<S> <C> <C>
Three Months Ended
September 30,
2000 1999
-------------------- ------------------
Contract Programming
Contract programming revenue $ 178,019 $ 944,651
Contract termination fees - 5,250
Programmer costs (129,602) (652,063)
Start-up and other costs (6,200) (203,124)
-------------------- ------------------
Contract programming gross profit 42,217 94,714
Product development costs (1,057,426) -
Selling, general and administrative (2,141,486) (276,944)
-------------------- ------------------
Loss from operations (3,156,695) (182,230)
Other income (expense)
Interest income 80,736 11,109
Interest expense to stockholders and directors (131,672) (2,523,511)
-------------------- ------------------
Total other income (expense) (50,936) (2,512,402)
-------------------- ------------------
Net loss $ (3,207,631) $ (2,694,632)
==================== ==================
Preferred stock dividends in arrears (886,142) (30,625)
-------------------- ------------------
Net loss applicable to common stockholders $ (4,093,773) $ (2,725,257)
==================== ==================
Net loss per share $ (0.07) $ (0.07)
==================== ==================
Shares used in per share calculations 56,695,586 36,818,746
==================== ==================
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>4
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<S> <C> <C>
Three Months Ended
September 30,
2000 1999
-------------------- ------------------
Net cash used in operating activities $ (1,575,969) $ (5,848)
Cash flows used in investing activities:
Purchase of property and equipment (51,972) -
Cash flows from financing activities:
Proceeds from sale of common stock 9,564,644 826,553
Proceeds from exercise of options and warrants 26,666 -
Proceeds from notes payable to stockholders 233,027 33,500
Payments on notes payable to stockholders - (33,500)
Proceeds from notes payable to directors - 930
Payments on notes payable to directors (23,324) -
-------------------- ------------------
Net cash provided by financing activities 9,801,013 827,483
-------------------- ------------------
Net increase in cash 8,173,072 821,635
Cash at beginning of period 1,909,421 32,642
-------------------- ------------------
Cash at end of period $ 10,082,493 $ 854,277
==================== ==================
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>5
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
Notes to Condensed Financial Statements
September 30, 2000
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. For further
information, refer to the financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the fiscal year ended June 30,
2000.
In the opinion of management, the unaudited condensed financial statements
contain all adjustments, consisting of normal recurring adjustments, considered
necessary to present fairly the Company's financial position at September 30 and
June 30, 2000, results of operations for the three month periods ended September
30, 2000 and 1999, and cash flows for the three months ended September 30, 2000
and 1999. The results for the period ended September 30, 2000 are not
necessarily indicative of the results to be expected for the entire fiscal year
ending June 30, 2001.
The Company has taken steps to refocus its operations and obtain additional
financing, and believes that is has developed a viable plan to continue as a
going concern, at least through the end of fiscal year 2001. However, there can
be no assurance that this plan will be successfully implemented. The Company
does not expect to generate positive cash flow from operations during fiscal
2001 to be able to pay off obligations and pursue the establishment of the
Internet Exchange [see Part I, Item 2 "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Overview"]; therefore, the
Company has raised additional financing during fiscal 2001, as well as
negotiated deferral of payment under its existing obligations [see Part I, Item
2 "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources"].
Note 2 - Financing Arrangements
See Part I, Item 2 "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."
<PAGE>6
PART II. OTHER INFORMATION
Item 2 Managements discussion and Analysis of Financial Condition and
Results of Operations
Management's Discussion and Analysis
The following discussion provides information to facilitate the understanding
and assessment of significant changes in trends related to the financial
condition of the Company and its results of operations. It should be read in
conjunction with the Company's financial statements and the notes thereto and
other financial information included elsewhere in the 10-K for the fiscal year
ended June 30, 2000.
Overview
Alternative Technology Resources, Inc. ("ATR" or the "Company") was founded as
3Net Systems, Inc. in 1989 to develop and sell medical laboratory information
systems. In 1996, the Company began to focus on the business of recruiting,
hiring, training and placing foreign computer programmers with U.S. companies
and soon changed its name to Alternative Technology Resources, Inc.
In August 1999, James W. Cameron, Jr., ATR's largest stockholder, was named
Chairman and Chief Executive Officer. Under his direction the Company identified
what it believes to be a significant business opportunity and began developing a
business model involving the establishment of an Internet Exchange for
healthcare services under the name "DoctorAndPatient." In line with its business
strategy to focus on the establishment of an Internet Exchange, the Company
suspended recruitment for the contract programming division in December 1999 and
is pursuing the conversion of computer programmers to become the customers'
employees.
In February 2000, Jeffrey S. McCormick assumed the position of ATR's Chief
Executive Officer. Mr. McCormick has significant experience in financing,
managing and growing early stage development companies as a managing director of
Boston-based Saturn Asset Management, Inc. Mr. McCormick has served as an
advisor or director of several Internet and electronic commerce companies over
the last six years. As ATR's CEO, Mr. McCormick is responsible for all phases of
development, implementation and operation of ATR's Internet Exchange. Mr.
Cameron still acts as Chairman and expects to continue to play an active and
substantial role in formulating ATR's business strategy and policy. Mr. Cameron
and Mr. McCormick have focused ATR on using the experience of the management
team in health care and information technology to establish the Internet
Exchange. The development of this business has become the Company's primary
focus.
At present, ATR is in the early stages of developing the Internet Exchange. The
Company is currently recruiting medical doctors, medical groups, hospitals and
other health care practitioners (collectively, "Providers") to offer their
services, on a non-exclusive basis, to individuals and others who purchase or
facilitate the purchase of health care services ("Purchasers"). ATR is also
evaluating potential technology vendors and developing a proof of concept, which
it believes it will test in the current fiscal year. The purpose of the Internet
Exchange is to utilize the Internet and other technologies to provide
<PAGE>7
PART II. OTHER INFORMATION
Item 2 Managements discussion and Analysis of Financial Condition and
Results of Operations
administrative, billing and re-pricing services, as well as a direct and
efficient connection between Providers and Purchasers and/or their agents.
ATR will not provide health care services, but rather expects to act as an
intermediary between Providers and Purchasers that should benefit both. ATR
believes that eliminating the costs associated with traditional "bricks and
mortar" operations, creating economies of scale, facilitating access to
Providers and Purchasers, streamlining overhead costs, exploiting possibilities
for functional integration, reducing errors and speeding the payment of claims
should allow Purchasers to pay less and Providers to recover more of what they
bill.
Financial Condition
Cash and cash equivalents increased approximately $8.2 million since June 30,
2000 primarily as a result of the Company selling 3,333,334 shares of its common
stock at a price of $3.00 per share in a private placement in August 2000 [See
Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."]. The transaction was
also the primary cause for the Company's stockholders' deficit of $2,974,406 at
June 30, 2000 becoming positive stockholders' equity of $5,636,116 at September
30, 2000. At September 30, 2000 substantially all of ATR's cash was invested in
money market accounts.
Because the Company is emphasizing the development of the Internet Exchange and
phasing out its contract programming services, the results of operation for the
three months ended September 30, 2000 may not be indicative of results of
operations for the year ended June 30, 2001.
Results of Operation
Contract programming
Contract Programming Revenue. Contract programming revenue results primarily
from sales of programmer services. Revenue for the three month period ended
September 30, 2000 decreased $767,000 or 81%, over the same period of the
previous year. This decrease is due to a reduction in the monthly average number
of contract programmers working at customer sites in the period ended September
30, 2000, compared to the same period in the prior year. This decline in the
number of programmers at customer sites started in the last half of fiscal year
1999 is due to several customers choosing to exercise a contract termination
provision which allowed them to convert, for a fee, ATR's programmers to their
employees. The Company escalated this conversion process during fiscal years
2000 and 2001 to enable it to focus its business strategy toward developing its
Internet Exchange for healthcare services.
Contract Termination Fees. Contract termination fees are amounts received from
customers when they exercise the contract provision which allows them to convert
ATR's programmer to their employee. In addition, these fees can also be received
from programmers when they exercise their contract provision to terminate their
<PAGE>8
PART II. OTHER INFORMATION
Item 2 Managements discussion and Analysis of Financial Condition and
Results of Operations
relationship with the Company prior to the termination date of their contract.
These fee amounts are stipulated in customer and programmer contracts, are based
on the length of time remaining under the contract, and are recognized as
revenue when such contract provisions are invoked. Although contract termination
fees are common in the industry, the number and frequency of exercises of the
"buy-out" provisions is unpredictable.
Programmer Costs. Programmer costs are the salary, and other wage and benefit
costs of ATR's programmer employees. These costs decreased 80% for the three
month period ended September 30, 2000 compared to the same period last year.
This decrease is primarily due to the reduction in the number of contract
programmers working at customer sites as discussed above in "Contract
Programming Revenue".
Start-up and Other Costs. Start-up and other costs are the costs of recruiting,
training, and travel for programmer employees coming to the United States from
the Former Soviet Union for the first time, relocation costs within the United
States, and legal and other costs related to obtaining and maintaining
compliance with required visas, postings and notifications.
Included in this category of costs is compensation paid by ATR whenever
programmer employees are hired and enter the United States or are relocated once
in the United States but before these programmers begin working at a customer's
work site. There are times when under immigration law, ATR, as employer, must
pay a programmer employee at least 95% of prevailing wages for his or her
specialty even when the programmer is not placed.
Start-up and other costs decreased $197,000 in the three month period ended
September 30, 2000, as compared to the same period in fiscal 2000. This decrease
is due to ceasing to recruit programmer employees and a decrease in the number
of programmers who were in the United States but not working at customer sites.
Contract Programming Gross Profit. The gross profit on contract programming
revenue was 24% for the three month period ended September 30, 2000 compared to
10% for the same period in fiscal 2000. This increase is primarily due to the
significant decrease in start-up and other costs in the quarter ended September
30, 2000 compared to the same quarter of the previous year.
Product Development Costs
In October 1999 the Company began incurring costs to development its Internet
Exchange. Costs incurred are primarily the salary and other wage and benefit
costs of ATR's employees involved in recruiting the network of healthcare
providers.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses ("SG&A"). SG&A expenses for the
three month period ended September 30, 2000 increased $1,865,000 due primarily
<PAGE>9
PART II. OTHER INFORMATION
Item 2 Managements discussion and Analysis of Financial Condition and
Results of Operations
to non-cash employee compensation related to the purchase of common stock in the
Company's August 2000 private placement by the Company's Chief Executive Officer
and related entities ($1,458,000) and due to conversion of Series D Preferred
Stock into common stock by the Company's Chairman of the Board ($317,000) in
September 2000 [see "Liquidity and Capital Resources"]
Other Income (Expense)
Interest Income. Interest income in fiscal 2001 is related to the short-term
investment of cash balances. In fiscal 2000 interest income is related to the
short-term investment of cash balances and to notes receivable from employees
and officers of the Company. The increase is the result of greater cash balances
in fiscal 2001 over fiscal 2000.
Interest Expense. Interest expense decreased $2,392,000 in the three months
ended September 30, 2000 primarily due to the benefit accruing to note holders
in fiscal 2000 when conversion terms of a $1,000,000 convertible note were
amended and due to the resulting decrease in Notes Payable to Stockholders [see
"Liquidity and Capital Resources"].
Income Taxes
As of June 30, 2000, the Company had a net operating loss carryforward for
federal and state income tax purposes of $30 million and $13 million,
respectively. The federal net operating loss carryforward expires in the years
2006 through 2019 and the state net operating loss carryforward expires in 2000
through 2005. In connection with the Company's initial public offering, a change
of ownership (as defined in Section 382 of the Internal Revenue Code of 1986, as
amended) occurred. As a result, the Company's net operating loss carryforwards
generated through August 10, 1992 are subject to an annual limitation of
approximately $300,000.
Net Loss
Net loss increased $513,000 for the three months ended September 30, 2000
compared to the same period in fiscal 2000 primarily due to the increases in
product development and selling, general and administrative costs, offset by the
decrease in interest expense.
Preferred Stock Dividends in Arrears
Dividends are $855,517 higher for the three months ended September 30, 2000
compared to the same period in fiscal 2000 due to the benefit associated with
the exchange of the Series D Preferred Stock on September 11, 2000 for common
stock in the amount of $862,033 [see "Liquidity and Capital Resources"].
<PAGE>10
PART II. OTHER INFORMATION
Item 2 Managements discussion and Analysis of Financial Condition and
Results of Operations
Basic and Diluted Net Loss Per Share
The Company's net loss per share has been computed by dividing net loss after
deducting Preferred Stock dividends ($886,142 in fiscal year 2001 and $30,625 in
fiscal year 2000) by the weighted average number of shares of Common Stock
outstanding during the periods presented. Common Stock issuable upon conversion
of Preferred Stock (for fiscal year 2000), common stock options and common stock
warrants have been excluded from the net loss per share calculations as their
inclusion would be anti-dilutive
Liquidity and Capital Resources
Traditionally, the Company has used a combination of equity and debt financing
and internal cash flow to fund operations and finance accounts receivable, but
has incurred operating losses since its inception, which has resulted in an
accumulated deficit of $43,839,849 at September 30, 2000.
The Company has received short-term, unsecured financing to fund its operations
in the form of notes payable of $3,567,424 as of June 30, 2000, from Mr. Cameron
and another stockholder. These notes bear interest at 10.25%. On September 11,
2000, the Company agreed with Mr. Cameron to extend the due date on notes
payable to him until December 31, 2001 in exchange for an extension fee of 2%.
These extended notes total $1,511,635, including accrued interest and extension
fees, and bear interest at 10.25% per annum. Also on September 11, 2000, the
Company agreed with the other note holder to extend the due date of his notes
until December 31, 2001 in consideration of such notes becoming convertible
promissory notes. The convertible promissory notes total $2,288,815, including
accrued interest, bear interest at 10.25% per annum and are convertible into
common stock at $3.00 per share (approximate public trading price on that date)
at the note holder's option.
On April 21, 1997, the Company issued an unsecured note payable (the "Straight
Note") to Mr. Cameron for $1,000,000 in accordance with the Reimbursement
Agreement the Company signed on February 28, 1994. Terms of the note provided
for an interest rate of 9.5% and monthly interest payments. No maturity date was
stated in the note; however, under the terms of the Reimbursement Agreement,
upon written demand by Mr. Cameron, the Straight Note was to be replaced by a
note convertible into ATR's common stock (the "Convertible Note") in a principal
amount equal to the Straight Note and bearing interest at the same rate. The
conversion price of the Convertible Note was equal to 20% of the average trading
price of the Company's common stock over the period of ten trading days ending
on the trading day next preceding the date of issuance of such Convertible Note.
Subsequent to June 30, 1999, Mr. Cameron disposed of a portion of his interest
in the Straight Note, reducing the balance due him to $711,885, plus accrued
interest. On August 19, 1999, the Company's Board of Directors agreed with the
Straight Note holders to fix the conversion price of the Convertible Note to
$0.044 in exchange for the Straight and/or Convertible Notes ceasing to accrue
interest as of that date. Because of the decline in revenues caused by the
<PAGE>11
PART II. OTHER INFORMATION
Item 2 Managements discussion and Analysis of Financial Condition and
Results of Operations
non-renewal of programmer contracts and the steady decline in the quoted value
of the Company's common stock at that time (trading price was at $0.25 on August
19, 1999), the Board agreed it was in the best interest of the Company to
eliminate the future market risk that the conversion price become lower than a
fixed conversion price of $0.044. The benefit accruing to the note holders
resulting from the amendment to the conversion terms, as measured on August 19,
1999, was approximately $2.4 million and was recorded as additional interest
expense in the quarter ended September 30, 1999.
Subsequent to August 19, 1999, Mr. Cameron elected to replace his remaining
interest in the Straight Note, including accrued interest, with the Convertible
Note and then simultaneously converted the Convertible Note into 19,762,786
shares of ATR's common stock. All other Straight Note holders also replaced
their Straight Notes, including accrued interest, with Convertible Notes and
converted such Convertible Notes into an aggregate of 7,998,411 shares of the
Company's common stock during fiscal 2000.
The Company received $3,712,348 in private sales of its common stock at an
average price of $3.42 per share during fiscal year 2000.
ATR's Internet Exchange development efforts will require substantial funds prior
to generating revenues. Therefore, ATR engaged a New York based financial and
investment banking firm to assist the Company in raising capital. On August 28,
2000, the Company sold $10 million of its common stock at $3.00 per share.
Proceeds net of offering costs were approximately $9.6 million. The proceeds
from the private placement will be used to develop the Company's proposed
Internet Exchange and are expected to be sufficient to meet ATR's working
capital needs through at least this fiscal year. The Company's Chief Executive
Officer and related entities purchased 2,333,335 shares of the Company's common
stock in the private placement. Because the purchase price of such stock was
less than the public trading price on the date of purchase, the Company recorded
compensation expense of approximately $1,458,000 in the first fiscal quarter
ended September 30, 2000.
On September, 11, 2000, the Company agreed with the Series D Preferred
stockholders to exchange all their outstanding Series D shares and $475,915 in
accrued preferred stock dividends into 566,972 shares of common stock based on a
purchase price of $3.00 per common share. The benefit accruing to the Series D
Preferred stockholders was recorded in the quarter ended September 30, 2000,
approximately $317,000 in compensation expense and $862,000 in preferred stock
dividends.
Based on the steps the Company has taken to refocus its operations and obtain
additional financing, the Company believes that it has developed a viable plan
to address the Company's ability to continue as a going concern, and that this
plan will enable the Company to continue as a going concern through at least the
end of fiscal 2001. However, there can be no assurance that this plan will be
successfully implemented.
<PAGE>12
Effects of Inflation
Management does not expect inflation to have a material effect on the Company's
operating expense.
PART II. OTHER INFORMATION
Item 6 Reports on 8-K
PART I FINANCIAL INFORMATION
Item 3 Quantitative and Qualitative Disclosures About Market Risk
The Company has long-term debt in the aggregate amount of $3,800,450 as of
September 30, 2000 payable to two stockholders of the Company. The debt bears
interest at 10.25% per annum and is due December 31, 2001. The Company does not
believe that any change in interest rates will have a material impact on the
Company during fiscal 2001. Further, the Company has no foreign operations and
therefore is not subject to foreign currency fluctuations.
PART II. OTHER INFORMATION
Item 1 None
Item 2 Changes in Securities and Use of Proceeds.
(c) Consideration
(i) On August 28, 2000, the Company sold 3,333,334 shares of common stock at a
price of $3.00 per share in a private placement to 22 accredited investors (as
defined in Rule 501(a) of the Securities Act of 1933, as amended). The private
placement was exempt from registration pursuant to Rule 506 of Regulation D.
Gross proceeds were $10,000,002 and proceeds net of offering costs were
$9,564,644. The Company engaged Shattuck Hammond Partners as placement agent of
which $318,000 was paid as commissions.
(ii) On September 11, 2000, the Series D Preferred stockholders, consisting of
three shareholders, exchanged all of their outstanding Series D shares and
$475,915 in accrued preferred stock dividends into 566,972 shares of common
stock based on a purchase price of $3.00 per common share. The three Series D
Preferred stockholders were accredited investors (as defined in Rule 501(a) of
the Securities Act of 1933, as amended). The sale was exempt pursuant to Rule
506 of Regulation D and Section 4 (2) of the Securities and Exchange Act of
1933. No commissions were paid.
Items 3, 4 and 5 None
Item 6 Exhibits and Reports on Form 8-K
(a) No Exhibits
<PAGE>13
PART II. OTHER INFORMATION
Item 6 Reports on 8-K
(b) Reports on 8-K
The Company filed a Form 8-K on August 28, 2000 announcing the close of the sale
of $10,000,002 of its shares of common stock at $3.00 per common share in a
private placement. The Company issued 3,333,334 shares of common stock in the
aggregate and received net proceeds of $9,564,644 after deducting commissions
and expenses of $435,358. Mr. Jeffrey McCormick, the Company's Chief Executive
Officer, participated in the private placement by purchasing 666,668 shares of
common stock, and Saturn Partners Limited Partnership, of which Mr. McCormick is
the sole limited partner, and Saturn Partners LLC, which is owned by Mr.
McCormick, is the sole general partner, participated in the private placement by
purchasing 1,666,667 shares of common stock.
<PAGE>14
SIGNATURES
In accordance with 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, thereunto duly authorized.
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
(Registrant)
Dated: November 13, 2000 /s/ JEFFREY S. McCORMICK
--------------------------
Jeffrey S. McCormick
Chief Executive Officer
(Principal Executive Officer)
Dated: November 13, 2000 /s/ EDWARD L. LAMMERDING
--------------------------
Edward L. Lammerding
Chief Financial Officer
(Principal Financial Officer)
