<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
================================================================================
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------- ------------------------
0-20436
-------
Commission file number
RT Industries, Inc.
-------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 65-0309477
-------- ----------
(State of other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1875 E. Lake Mary Boulevard, Sanford, FL 32773
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (407) 322-8000
--------------
None
- --------------------------------------------------------------------------------
(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
----- -----
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 14, 1996
- --------------------------------------- ------------------------------
Common Stock, par value $.001 per share 6,749,754
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying financial statements and information are submitted as
required by Form 10-QSB. The financial information does not include
all disclosures that are required by generally accepted accounting
principles.
In the opinion of management, all adjustments that are necessary to
present fairly, the financial position of RT Industries, Inc.
(the"Company") for the periods included, have been made.
It is suggested that these Consolidated Financial Statements be read
in conjunction with the Consolidated Financial Statements and notes
thereto included in the Registrant's Annual Report on Form 10-KSB for
the year ended December 31, 1995.
2
<PAGE> 3
RT INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 334,668
Accounts receivable (net of allowance for doubtful
accounts of $534,000) 781,841
Inventory - Note 2 3,579,746
Fixed Assets Held for Sale 771,962
Prepaid expenses, principally income taxes 313,317
----------
Total Current Assets 5,781,534
Fixed Assets (net of accumulated
depreciation of $2,903,952) 3,514,402
Other assets 22,504
----------
TOTAL ASSETS $9,318,440
==========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
3
<PAGE> 4
RT INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
<TABLE>
<S> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable $3,105,123
Accounts payable & accrued expenses 1,554,945
Related Party Payable 45,000
----------
Total Current Liabilities $4,705,068
Long-Term Liabilities:
Notes payable 291,324
Related party payables 163,000
----------
Total Liabilities 5,159,392
Stockholders' Equity:
Common stock, $.001 Par Value 7,045
Additional paid-in capital 10,843,755
Retained earnings (6,691,752)
----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $9,318,440
==========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
4
<PAGE> 5
RT INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1996 1995
----------- ----------
<S> <C> <C>
Net Sales $ 2,372,833 $5,180,582
Cost of goods sold 2,801,037 4,312,407
----------- ----------
Gross Profit (428,204) 868,175
----------- ----------
Operating Expenses:
Selling and delivery 313,564 434,294
General and administrative 762,499 1,012,864
Interest 149,418 249,783
Provision for doubtful accounts 1,720 135,329
----------- ----------
1,227,201 1,832,270
----------- ----------
Loss before income Tax benefit
and extraordinary item (1,655,405) (964,095)
Income tax benefit 0 (356,000)
----------- ----------
Loss before extraordinary item (1,655,405) (608,095)
Extraordinary item 26,863 1,194,663
----------- ----------
Net Income (Loss) $(1,628,542) $ 586,568
----------- ----------
Net (Loss) Per Share of Common Stock before
extraordinary item (.27) $ (.31)
=========== ==========
Net Earnings (Loss) Per Share of common stock (.27) $ .30
=========== ==========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
5
<PAGE> 6
RT INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30,
1996 1995
---------- ----------
<S> <C> <C>
Net Sales $1,072,121 $2,552,856
Cost of goods sold 1,391,520 2,198,231
---------- ----------
Gross Profit (319,399) 354,625
---------- ----------
Operating Expenses:
Selling and delivery 159,337 216,197
General and administrative 345,902 541,857
Interest 64,665 126,347
Provision for doubtful accounts 0 135,329
----------
569,904 700,331
---------- ----------
Loss before income Tax benefit
and extraordinary item (889,303) (665,105)
Income tax benefit 0 (246,000)
---------- ----------
Loss before extraordinary item (889,303) (419,105)
Extraordinary item 0 61,151
---------- ----------
Net Income (Loss) $ (889,303) $ 480,256
---------- ----------
Net (Loss) Per Share of Common Stock before
extraordinary item $ (.14) $ (.16)
========== ==========
Net Earnings (Loss) Per Share of common stock $ (.14) $ (.18)
========== ==========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
6
<PAGE> 7
RT INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
<TABLE>
<S> <C>
COMMON STOCK
Balance - January 1, 1996 $ 5,081
Issuance of 50,000 shares of stock pursuant to
professional services agreements 50
Issuance of 885,600 shares of stock pursuant to
a private placement agreement 886
Issuance of 1,028,000 shares of stock pursuant to
a private placement agreement 1,028
-----------
7,045
===========
ADDITIONAL PAID-IN CAPITAL
Balance - January 1, 1996 $ 8,547,136
Issuance of 50,000 shares of stock pursuant to
professional services agreements 62,450
Issuance of 885,000 shares of stock pursuant to
a private placement agreement (Net of Offering Expenses $63,465) 1,042,649
Issuance of 1,028,000 shares of stock pursuant to
a private placement agreement (Net of Offering Expenses $92,452) 1,191,520
Balance - June 30, 1996 10,843,755
===========
RETAINED EARNINGS (DEFICIT)
Balance - January 31, 1996 ($5,063,210)
Net Income (1,628,542)
-----------
Balance - June 30, 1996 ($6,691,752)
===========
TOTAL STOCKHOLDERS' EQUITY $ 4,159,048
===========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
7
<PAGE> 8
RT INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (Loss) $(1,628,542) $ 586,568
----------- ----------
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating activities:
Depreciation 298,194 295,234
Amortization 66,000 226,113
Provision for doubtful accounts 1,720 135,329
Issuance of Common Stock as payment for
professional services 62,500 0
Extraordinary item - cancellation of debt (26,863) (1,194,663)
(Increase) Decrease In:
Accounts receivable 119,454 397,180
Inventory 242,081 339,872
Prepaid expenses 7,173 120,524
Other assets 0 5,421
Increase (Decrease) In:
Accounts payable and accrued liabilities 76,511 (1,543,098)
----------- ----------
Total Adjustments 846,770 (1,218,088)
----------- ----------
Net Cash Flows from Operating Activities (781,772) (631,520)
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (105,673) (62,766)
----------- ----------
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
8
<PAGE> 9
RT INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
- CONTINUED -
<TABLE>
<CAPTION>
Six Months Ended June 30,
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (reduction) from revolving credit
demand note (1,084,164) (644,423)
Net proceeds from issuance of common stock 2,236,083 1,388,480
Notes payable - net (51,223) (215,688)
---------- ---------
Net Cash Flows from Financing Activities 1,100,696 528,369
---------- ---------
NET DECREASE IN CASH 213,251 (165,917)
CASH - beginning of year 121,417 186,837
---------- ---------
CASH - end of period $ 334,668 $ 20,920
========== =========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
9
<PAGE> 10
RT INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
Six Months Ended June 30,
1996 1995
------- -------
<S> <C> <C>
Cash paid for interest $ 149,418 $ 249,783
========= ==========
Non-Cash Investing Activities
Professional services contracts exchanged
for notes payable ---- -0- $ 477,158
Professional services contracts exchanged
for common stock 0 $ 200,000
========= ==========
Non-Cash Financing Activities
Notes payable - issued in exchange for
professional services contracts 0 477,158
========= ==========
Common stock issued as repayment for notes
payable 0 1,150,000
Notes payable exchanged for common stock 0 (1,150,000)
Common stock issued in exchange for
professional services contracts 0 $ 200,000
========= ==========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
10
<PAGE> 11
RT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Business Operations and Organization
The Company, which was formed on January 16, 1992 owns and operates the
following companies:
Ultra Brake Corporation
Ultratech of South Florida, Inc.
Roinco Manufacturing, Inc.
RT Friction, Inc.
b. Unaudited Interim Statements
The financial statements as of June 30, 1996 and for the three
and six month periods ended June 30, 1996 and 1995 are unaudited. However,
in the opinion of management, all adjustments (consisting solely of normal
recurring adjustments) necessary to reflect a fair presentation of the
financial statements for these interim periods have been made. The results
for the interim periods ended June 30, 1996 and 1995 are not necessarily
indicative of the results to be obtained for a full fiscal year.
NOTE 2: INVENTORY
Major inventory components as of June 30, 1996 were as follows:
<TABLE>
<S> <C>
Raw Materials $1,005,908
Work in Process 196,886
Finished Goods 2,376,952
----------
Total $3,579,746
==========
</TABLE>
11
<PAGE> 12
RT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
- CONTINUED -
NOTE 3: EARNINGS PER SHARE
For the six months ended June 30, 1996 and June 30, 1995, the number of
shares used in computing the per share earnings were 6,137,743 and
1,991,173, respectively.
On February 16, 1995, the Company effected a one for five reverse stock
split for shareholders of record on January 20, 1995. All references in
the financial statements to average number of shares outstanding and per
share amounts have been restated to reflect the reverse stock split.
NOTE 4: NOTES PAYABLE
The closing of the Company's manufacturing facility in Caruthersville,
Missouri (the "Missouri Plant") during the third quarter of 1994 resulted
in defaults with respect to certain equipment loans. As a result of these
defaults and the acceleration of the loan obligations (but taking into
account the Company's settlement of certain outstanding loans aggregating
$424,000), $258,000 has been classified as a current liability in the
Consolidated Balance Sheet. (See "Management's Discussion and Analysis or
Plan of Operation" in the Company's Form 10-KSB for the year ended 1995).
The Company is currently negotiating with the remaining lenders to settle
their loans on terms satisfactory to all parties.
Among other things, the aforementioned defaults and the composition of
the Trade Debt (see Note 5 to the Consolidated Financial Statements) has
caused the Company to be in default with respect to certain covenants
contained in its loan agreement with Congress Financial Corporation
("Congress"). Although aware of the defaults, Congress continues to fund
the credit line. Congress, however, has not waived the Company's defaults
and, as such, can cease funding the credit line and/or accelerate the loan
and demand payment in full of the outstanding balance. Accordingly, the
Congress line of credit has been classified in the Consolidated Balance
Sheet at June 30, 1996 as a current liability.
12
<PAGE> 13
RT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
- CONTINUED -
NOTE 5: THE COMPOSITION
In connection with the debt restructuring, a committee of the Company's
unsecured trade creditors (the "Trade Creditors") on March 7, 1995 declared as
effective an agreement (the "Composition Agreement") providing for repayment by
the Company of the unsecured trade debt (the "Trade Debt") of the Company's
Trade Creditors electing to participate in the Composition Agreement,
representing approximately $2,732,000 of the $3,032,000 Trade Debt. (See
Exhibit 10.35 previously submitted on Form S-18, as amended, initially filed
with the SEC on April 8, 1992; Note 5 to the Consolidated Financial Statements
in Form 10-QSB for the 1st Quarter, 1996 for a discussion of the proposals,
ratification process and funding of the same). Trade Creditors, representing
approximately $2,500,000 of the Trade Debt, elected a lump sum payment of $0.35
for every $1.00 of the Trade Debt and have been paid. Trade Creditors,
representing $232,000 of the Trade Debt, who elected periodic payments have
received fifteen percent (15%) of the periodic payments. The next distribution
under the Composition Agreement, payable in September 1996, is for an
aggregrate payment of approximately $25,000. Subsequent payments become
payable in the first and third quarters of 1997, as well as the first quarter
of each of 1998 and 1999.
The Company has negotiated settlements with respect to the bulk of the Trade
Debt held by the nine percent (9%) of the Trade Creditors not electing to
participate in the Composition Agreement, representing approximately $300,000
of the Trade Debt, and only $12,900 remains to be paid to such Trade Debtors.
The Company anticipates negotiating satisfactory settlement arrangements during
the third quarter 1996, with the balance of the non-electing Trade Debtors, who
collectively are owed an aggregrate of $87,700 from the Company.
13
<PAGE> 14
RT INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
-continued-
NOTE 6: SUBSEQUENT EVENTS
The Company consumated a private placement of its securities in the form
of 1,600,000 units in order to raise additional working capital and to pay
down debts. Each unit in the private placement consisted of one share of
the Company's common stock and two redeemable common stock purchase
warrants (the "Warrants") at a price of $1.25 each. The Warrants enable
the holders to purchase one share of the Company's common stock at a price
of $4.20, subject to adjustment. The Warrants are redeemable at the option
of the Company at a redemption price of $.005 per Warrant under certain
conditions. None of the common stock offered pursuant to the private
placement is registered under the 1933 Securities Act, as amended and may
not be sold in the United States absent such registration or under some
applicable exemption from registration requirements. As of May 3, 1996,
the Company had received proceeds from the private offering of
approximately $1,881,430 (net of expenses associated with the offering of
$110,570).
14
<PAGE> 15
RT INDUSTRIES, INC.
ITEM: 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
LIQUIDITY AND CAPITAL RESOURCES
The Company has continued efforts to restructure and consolidate the Company's
operations which commenced in the third quarter of 1994.
In addition to the Composition Agreement (See Note 5 to the Consolidated
Financial Statements) and following the successful refinancing in the fourth
quarter 1995 of the equipment note held by the City of Brownsville, Tennessee
(See "Management's Discussion and Analysis or Plan of Operation" in Form 10-KSB
for the year ended 1995), and settlement of various note obligations in
connection with the Missouri Plant (See "Management' Discussion and Analysis or
Plan of Operation" in Form 10-KSB for the year ended 1995), the Company has
continued to take steps to renegotiate and / or settle its outstanding
obligations, as hereinafter described.
The Company remains liable under a certain mortgage note held by the State of
Tennessee, relating to its purchase of land and improvements in Brownsville,
Tennessee. These assets are recorded as "fixed assets held for sale" on the
Company's June 30, 1996 balance sheet. The Company has been informed by the
City of Brownsville that there is an unrelated third party interested in
purchasing the property which would relieve the Company from its obligation
under the aforementioned mortgage note. Although the City of Brownsville
initially indicated that the sale could be completed by the end of the second
quarter of 1996, this transaction has not been finalized as of this date.
As concerns the closing of thr Missouri Plant, the Company continues to
negotiate with the remaining holders of equipment loans totaling $259,000. The
Company believes that these remaining loans will be settled on terms
satisfactory to all parties. In addition, the Company remains liable under the
execution of a capital lease with the City of Caruthersville, Missouri.
Although the Company has just begun negotiations regarding such property,
management believes that it will be able to reach a settlement beneficial to
both parties.
15
<PAGE> 16
As a result of the defaults under the lease and equipment notes with respect to
the Missouri Plant as well as the Trade Debts, the Company remains in default
with respect to certain covenants contained in its loan agreement with
Congress. Congress continues to fund the line of credit, based on revised
lending formulas. However, Congress has not agreed to formally waive the
Company's loan convenant violations and could cease funding the line of credit
or accelerate the loan repayment term, or demand payment in full of the
outstanding loan balance.
As of June 30, 1996, the Company was indebted to Congress under its secured
line of credit for $1,357,578. The line of credit matures in April, 1997 and
automatically renews on a yearly basis, unless terminated by either party in
accordance with the loan agreement. The loan bears interest at a rate of 1.5%
above the prime rate as announced by Philadelphia National Bank and is
collateralized by all of the assets of the Company, excluding real estate and
existing first liens on equipment, and is personally guaranteed by Ronald
Tygar. in addition, the Company is charged a monthly service fee of $4,000
during the term of the loan agreement.
There can be no assurance that the company will have sufficient funds to (i)
meet its obligations with respect to the Missouri Plant; (ii) pay its lenders
or its obligations with respect to any settlement agreement reached with the
lenders; (iii) pay the future installments which are due under the Composition
Agreement; (iv) meet its obligations on a going forward basis; or (v) repay
Congress in the event of acceleration of the Congress loan. The Company is
currently negotiating with alternative funding sources, but there can be no
assurance that these or other sources will provide the Company with the capital
required in order to meet its obligations. Unless the Company's borrowing, as
set forth in the loan agreement increase as a result of increased sales and/or
eligible inventories, the Company may be required to, or otherwise deem it
necessary or appropriate, to file a petition for reorganization under Chapter
11 of the Bankruptcy Code. The Company cannot ascertain at this time what the
effects of a bankruptcy filing may have on the Company's financial statements
and the value of the Company's issued and outstanding common stock.
16
<PAGE> 17
MATERIAL CHANGES IN FINANCIAL CONDITION
As a result of the proceeds of the private placement completed in the second
quarter of 1996, the Company was able to reduce its note payable to Congress by
$1,084,164 from $2,441,742 at December 31, 1995 to $1,357,578 at June 30, 1996,
and to maintain a borrowing level satisfactory to Congress.
For the six months ended June 30, 1996, the Company has a net loss of
$1,655,405 before extraordinary item as compared to a net loss of $608,095
before extraordinary item for the six months ended June 30, 1995. For the
three months ended June 30, 1996, the Company had a net loss of $889,303 before
extraordinary items as compared to a net loss of $480,256 before extraordinary
items for the three months ended June 30, 1995.
Net sales for the six and three months periods ended June 30, 1996 were
$2,372,833 and $1,072,121, respectively, as compared with net sales for the six
and three months periods ended June 30, 1995 of $5,180,582 and $2,552,856,
respectively. Comparing the six and three months periods ended June 30, 1996
and 1995, net sales decreased 54.2% and 58%, respectively. The decrease in net
sales is attributable to the loss of certain customers, reduced sales to
certain existing customers and the Company's impaired ability to attract new
customers as a result of the Company's past financial difficulties. Management
believes that based upon the successful completion of the Company's
restructing, it can eliminate customer concerns regarding the Company's ability
to deliver orders in a timely and consistent manner.
For the six and three months periods ended June 30, 1996, gross profit as a
percentage of net sales were (18%) and (19%), respectively. Although the
Company was able to reduce fixed expenses included in Cost of Sales, the
inability of the Company to generate increased sales volume offset much of the
benefit.
Selling and delivery expense decreased by $120,730 for the six months ended
June 30, 1996, as compared to the six months ended June 30, 1995, and decreased
by $56,860 for the three months ended June 30, 1996 as compared to the three
months ended June 30,
17
<PAGE> 18
1995. The decrease in selling and delivery expense is attributable to the
lower commissions and freight costs as a result of the reduced level of sales.
General and administrative expenses decreased by $250,365 to $762,499 for the
six months ended June 30, 1996, from $1,012,864 for the six months ended June
30, 1995. For the three months ended June 30, 1996, such expenses decreased by
$195,955 to $345,902, from $541,857 for the three months ended June 30, 1995.
This decrease is a result of cost reductions arising from the Company's
continued efforts to reduce general and administrative expenses.
Interest expense for the six and three months periods ended June 30, 1996, were
$149,418 and $64,665, respectively. For the six and three months period ended
June 30, 1995, interest was $249,783 and $126,347, respectively. This decrease
is attributable to the reduced borrowing levels on all of the Company's note
obligations.
18
<PAGE> 19
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
The Company negotiated a settlement of the civil matter filed in the United
States District Court, Western District of Missouri on or about February 15,
1996, (See "Legal Proceedings" in Form 10-KSB for the year ended 1995). It is
anticipated that such settlement will be memorialized during the third quarter
1996, which will result in the voluntary dismissal by the claimant of the civil
case against the Company.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
Except to the extent otherwise renegotiated and / or settled by the Company
(See Notes 4 and 5 to the Consolidated Financial Statements; See "Management's
Discussion and Analysis of Plan of Operation" discussion on "Liquidity and
Capital Resources"), the Company was in default of its notes and obligations at
the end of the second quarter of 1996, with respect to each of Congress,
certain Trade Creditors, the City of Brownsville, TN, as well as the City of
Cauthersville, MO and certain equipment lessors associated with the Missouri
Plant.
19
<PAGE> 20
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 1, 1996, the Board of Directors of the Company authorized and approved
an increase in the authorized common stock for the Company from 10,000,000
shares to 30,000,000 shares.
The Board solicited consent of the shareholders of the Company by proxy
statement mailed on or about June 11, 1996 (See Schedule 14A Definitive Proxy
Statement and Written Consent of the Shareholders of the Company filed with the
SEC on June 11, 1996). On or about July 1, 1996. a majority of the
shareholders approved by written consent the increase in the authorized shares
of Common Stock. By Certificate of Amendment filed with the Secretary of State
of the State of Delaware on August 7, 1996, the Company amended its Certificate
of Incorporation to provide for a total number of authorized shares of common
stock equal to 30,000,000 shares, $.001 par value per share.
ITEM 5: OTHER INFORMATION
The Company completed a private placement of its securities in the form of
1,600,000 units during the second quarter of 1996, each unit consisting of one
share of the Company's common stock and two redeemable common stock purchase
warrants at a price of $1.25 each As of May 3, 1996, the Company had received
proceeds from the private offering of approximately $1,881,430 (net of expenses
associated with the offering of $110,570).
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C> <C>
3.1.2 Certificate of Amendment 22
27 Financial Data Schedule (for SEC use only)
</TABLE>
REPORTS ON FORM 8-K
No reports were filed by the Company on Form 8-K during the two fiscal quarters
ended June 30, 1996.
20
<PAGE> 21
RT INDUSTRIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to sign on its behalf by the undersigned
thereunto duly authorized.
Dated: August 13, 1996
RT Industries, Inc.
By: /s/ John K. Kenney
---------------------------------
John K. Kenney
President and Chief Executive Officer
21
<PAGE> 1
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
INCORPORATION OF RT INDUSTRIES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
RT Industries, Inc.:
2. The certificate of incorporation of the Corporation is hereby amended
by striking out Article IV thereof and by substituting in lieu of said Article
the following new Article:
The total number of shares of stock which the Corporation is authorized to
issue is 30,000,000 shares, $.001 par value per share.
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Section 228 and 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this amended certificate of
incorporation to be signed by John Kenney, its President and Secretary this
19th day of July, 1996.
/s/ John Kenney
- ------------------------------------
John Kenney, President and Secretary
22
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF RT INDUSTRIES, INC. FOR THE SIX MONTHS ENDED DECEMBER
31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 334,668
<SECURITIES> 0
<RECEIVABLES> 1,315,814
<ALLOWANCES> 534,000
<INVENTORY> 3,579,746
<CURRENT-ASSETS> 5,009,572
<PP&E> 7,190,314
<DEPRECIATION> 2,903,952
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0
0
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</TABLE>
