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SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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October 31, 1996
XXSYS TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Commission File Number : 0-20376
California 33-0161808
(State or other jurisdiction of (IRA Employer
incorporation or organization) Identification Number)
4619 Viewridge Avenue
San Diego, CA 92123
(Address of principal executive offices)
(619) 974-8200
(Issuer's telephone number)
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XXSYS TECHNOLOGIES, INC.
Item 5. Other Events
This report is being filed with the Securities and Exchange Commission
to give evidence that XXsys Technologies, Inc. is in compliance with the minimum
listing requirements for Nasdaq, as shown in the attached unaudited balance
sheet as of September 30, 1996. The Company's capital and surplus is in excess
of $1 million and total assets are in excess of $2 million, as shown in Schedule
A, Column 1.
In the Company's Form 10-Q for the period ended June 30, 1996, the
Company's capital and surplus and total assets were shown to be below the
minimum requirements for maintaining its listing on the Nasdaq Small Cap Market.
At that time, the Company was in the process of redeeming its publicly traded
warrants and had deferred all other plans for raising equity capital during the
prior six months until the warrant redemption had been completed. The warrants
were redeemed on August 12, 1996.
Since June 30, 1996, the Company has completed its warrant redemption
and received over $1,845,000 in capital from the exercises of warrants and
employee stock options, conversions of debt to equity and private placements of
restricted stock. The effect of these transactions and the expected receipt of
an additional $1,155,000 due under private placement agreements signed in
September 1996 are included as part of the capital and surplus in the unaudited
proforma balance sheet for September 30, 1996, that follows. (See also Note 2.)
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SCHEDULE A
XXSYS TECHNOLOGIES, INC.
CONSOLIDATED PROFORMA BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996 (UNAUDITED)
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Before Proforma Proforma
Adjustments Adjustments Form 10-K
----------- ----------- ----------
<S> <C> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 184,000 $ -- $ 184,000
Accounts receivable 92,000 -- 92,000
Stock subscription receivable (Note 2) 520,000 1,155,000 1,675,000
Inventory 20,000 -- 20,000
Prepaid expenses and other 78,000 -- 78000
------------ ------------ ----------
Total current assets 894,000 $ 1,155,000 2,049,000
Machinery, equipment and furniture, net of accum-
ulated depreciation 900,000 -- 900,000
Long-term note receivable -- -- --
Cash in escrow 175,000 -- 175,000
Goodwill 8,000 -- 8,000
Deferred costs -- -- --
Patents, net of amortization 45,000 -- 45,000
------------ ------------ -----------
Total assets $ 2,022,000 $ 1,155,000 $ 3,177,000
============ ============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 82,000 $ -- $ 82,000
Accounts payable 404,000 -- 404,000
Accrued compensation 59,000 -- 59,000
Other accrued liabilities 72,000 -- 72,000
Related party accrued expenses 25,000 -- 25,000
------------ ------------ -----------
Total current liabilities 642,000 -- 642,000
Long term liabilities -- -- --
Commitments and contingencies -- -- --
Stockholders' equity:
Preferred stock, par value $100
Shares authorized - 2,000,000
Issued and outstanding - 4,500
(liquidation preference -- $450,000) 450,000 -- 450,000
Common stock, no par value
Shares authorized -- 20M
Issued and outstanding -- 7.0M 14,452,000 1,155,000 15,607,000
Warrants for services to be performed -- -- --
Accumulated deficit (13,022,000) -- (13,022,000)
Note receivable for preferred stock (306,000) -- (306,000)
Note receivable for common stock (194,000) -- (194,000)
Deferred compensation -- -- --
------------ ------------ ------------
Total stockholders' equity 1,380,000 1,155,000 2,535,000
------------ ------------ ------------
Total liabilities and shareholders' equity $ 2,022,000 $ 1,155,000 $ 3,177,000
============ ============ ============
</TABLE>
8K10..96
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XXSYS TECHNOLOGIES, INC.
NOTES TO PROFORMA FINANCIAL STATEMENT
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated proforma balance
sheet has been prepared in accordance with generally accepted accounting
principles and reflects, in the opinion of management, all adjustments necessary
for a fair presentation of the information contained therein. The unaudited
condensed proforma balance sheet should be read in conjunction with the
consolidated financial statements and notes for the fiscal year ended September
30, 1995, contained in the Company's Form 10-KSB/A and Note 2 that follows.
Audited financial statements of the Company will not be available until the
filing of Form 10-K in late December 1996, and such audit or a change from the
assumptions described in Note 2 that follows could result in changes to the
proforma balance sheet described herein.
2. STOCK SUBSCRIPTION RECEIVABLE
In September 1996, the Company signed two letters of agreements with
outside investors who are existing shareholders for minimum investments in the
Company totaling $2 million with participation rights for an additional $3
million. The Company received $325,000 in private placement funds prior to
September 30, 1996, and an additional $520,000 in October 1996. Funds received
in October 1996 from the private placement agreements have been reflected as
stock subscriptions receivable as of September 30, 1996. The remaining funding
commitments totaling $1,155,000 under the private placement agreements are
expected to be received prior to filing of the Form 10-K in late December 1996
and will also be reflected as stock subscriptions receivable, as shown in the
unaudited proforma balance sheet for Form 10-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
XXSYS TECHNOLOGIES, INC.
October 31, 1996
By: /s/ Gregory P. Hanson
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Chief Financial Officer (Principal
Financial and Accounting Officer)
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