<PAGE>
<corresp>
Werbel & Carnelutti
A Professional Corporation
711 Fifth Avenue
New York, New York 10022
November 19, 1997
BY VIA EDGAR
- ------------------
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Associated Technologies
-----------------------
Dear Sirs:
Enclosed on behalf of Associated Technologies, a Nevada
corporation (the "Company"), please find a Preliminary Notice and
Information Statement (together, the "Preliminary Information
Statement") on Schedule 14C filed pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, in respect of
certain actions taken by written consent of the Company's
shareholders, together with exhibits thereto. Paper copies of this
document were filed with the Commission on November 12, 1997.
The Company intends to release the definitive information
statement to security holders on November 24, 1997.
If we can respond to any comments or questions, please do not
hesitate to contact the undersigned, collect, at (212) 832-8300.
Sincerely,
Rachelle Abrahami
Enclosures
cc: Leonard N. McDowall
Stephen M. Davis
<PAGE>
<PAGE>
SCHEDULE 14C INFORMATION
------------------------
Proxy Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
ASSOCIATED TECHNOLOGIES
- ------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
1) Title of each class of securities to which transaction
applies:
--------------------------------------
2) Aggregate number of securities to which transaction
applies:
---------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11.
-----------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------
5) Total Fee Paid:
------------------------------------------
<PAGE>
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
-----------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------
3) Filing Party:
------------------------------
4) Date Filed:
------------------------------
<PAGE>
<PAGE> ASSOCIATED TECHNOLOGIES
1204 Third Avenue
Suite 172
New York, New York 10021
NOTICE TO STOCKHOLDERS
To all Stockholders of
ASSOCIATED TECHNOLOGIES:
The attached Information Statement is being delivered to you
pursuant to Section 337 of the Nevada Revised Statutes and
Regulation 14C of the Securities and Exchange Act of 1934, as
amended.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
The attached Information Statement is being mailed on or about
November ___, 1997 to holders of record on November ___, 1997 of
the common stock, $.001 par value per share (the "Common Stock"),
of Associated Technologies, a Nevada corporation (the "Company" or
"AT"), in connection with certain amendments to the Company's by-
laws (the "Amendments") and the change of the Company's state of
incorporation from Nevada to Delaware (the "Reincorporation"). All
of the members of the Board of Directors of the Company have
consented to the Amendments and such consent is sufficient under
Section 78.120 of the Nevada Revised Statutes and the Company's
charter documents to approve the Amendments. The holders of a
total of 1,231,520 shares of Common Stock, representing
approximately 53.46% of the outstanding Common Stock, have
consented in writing to the Reincorporation pursuant to the terms
of a Plan of Merger between the Company and Associated
Technologies, Inc., a Delaware corporation, and the consent of such
holders is sufficient under Section 92A of the Nevada Revised
Statutes and the Company's charter documents to approve the
Reincorporation. No consideration was solicited or received for
such holders' consent. Accordingly, with respect to the
Amendments, resolutions will not be submitted to the Company's
stockholders, and with respect to the Reincorporation, resolutions
will not be submitted to the stockholders of the Company whose
consent has not already been obtained, for a vote. The attached
Information Statement is being furnished to stockholders solely to
provide them with certain information concerning the Amendments and
the Reincorporation in accordance with the requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), and the regulations promulgated thereunder, including
particularly Regulation 14C, and with the requirements of the
Nevada Revised Statutes.
<PAGE>
<PAGE>
By order of the Board of Directors of the Company.
------------------------------
Leonard N. McDowall, Secretary
New York, New York
November ___, 1997
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES
1204 Third Avenue
Suite 172
New York, New York 10021
INFORMATION STATEMENT
General
This Information Statement is being furnished on or about
November ___, 1997 to stockholders of record on November ___, 1997
of the common stock of Associated Technologies, a Nevada
corporation (the "Company"), in connection with certain amendments
(the "Amendments") to the Company's by-laws (the "By-Laws") and the
change of the Company's state of incorporation from Nevada to
Delaware (the "Reincorporation") pursuant to the terms of a Plan of
Merger, dated as of November 27, 1997 (the "Merger Agreement"), by
and among the Company and Associated Technologies, Inc., a Delaware
corporation. The Amendments and the Reincorporation are described
in more detail in the body of this Information Statement. All of
the members of the Board of Directors of the Company have consented
to the Amendments, and such consent is sufficient under the Nevada
Revised Statutes and the Company's charter documents to approve the
Amendments. The holders of approximately 53.46% of the common
stock, par value $.001 per share, of the Company (the "Common
Stock") have consented in writing to the Reincorporation, and the
consent of such holders is sufficient under Nevada law and the
Company's charter documents to approve the Reincorporation.
Accordingly, resolutions regarding the Amendments will not be
submitted to the Company's stockholders for a vote and, regarding
the Reincorporation, resolutions will not be submitted for a vote
to the stockholders of the Company whose consent has not already
been obtained. This Information Statement is being furnished to
stockholders solely to provide them with certain information
concerning the Amendments and the Reincorporation in accordance
with the requirements of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), and the regulations promulgated
thereunder, including particularly Regulation 14C. On September 9,
1997, there were outstanding 2,303,520 shares of Common Stock and
approximately 400 holders of record. Holders of Common Stock are
entitled to one vote per share. Proxies are not being solicited in
connection with the Reincorporation, and you are requested not to
provide the Company with your proxy.
The principal executive offices of the Company are, and of
Associated Technologies, Inc. will be, located at 1204 Third
Avenue, Suite 172, New York, New York 10021, and its telephone
number is (212) 988-0394.
<PAGE>
<PAGE>
Voting Securities and Principal Holders Thereof
The following table sets forth, as of September 15, 1997,
certain information concerning beneficial ownership of the
Company's Common Stock by (i) each person known to the Company to
beneficially own 5% or more of the Company's outstanding Common
Stock, (ii) all executive officers and directors of the Company,
naming them, and (iii) all executive officers and directors of the
Company as a group, without naming them.
Name and Address of Number of Shares
Beneficial Owner Beneficially Owned Percent of Class
- ------------------- ------------------ ----------------
First Sydney Investments 815,520 35.4%
Pty Ltd(1)
Level 5, 151 Macquarie Street
Sydney, NSW Australia 2000
Alan J. Gallagher(1) 815,520 35.4%
Level 1, 85 Tamar Street
Ballina, NSW Australia 2478
Project and General Finance 195,605 8.5%
Pty Limited(1)
Level 10, 50 Margaret Street
Sydney, NSW Australia 2000
Four Star Ranch Inc. 177,900 7.7%
3098 S Highland Drive
Suite 460
Salt Lake City, UT 84106
Business and Research 150,000 6.5%
Management Pty Limited
Level 1, 96 Tamar Street
Ballina, NSW Australia 2478
F.Y.E.O. AVV 120,000 5.2%
Dominicanessenstraat 22
Oranjested, Aruba
Deryck G. Graham 110,000 4.8%
22B John Street
North Fremantle, WA Australia 6159
Leonard N. McDowall(2) 815,520 35.4%
48 Moncur Street
Woollahra, NSW Australia 2025
<PAGE>
<PAGE>
All Directors and Officers 925,520 40.2%
as a group (3 persons)
______________________
(1) Mr. Gallagher, the President and a director of the Company,
owns approximately 75% of the outstanding shares of capital stock
of First Sydney Investments Pty Limited ("First Sydney"), a
corporation which owns 209,915 shares of Common Stock directly and,
indirectly, through seven wholly-owned or affiliated entities
(including Project & General Finance Pty Limited, owner of 195,605
shares of Common Stock), an aggregate of 619,915 shares of Common
Stock. As a director and majority shareholder of First Sydney, Mr.
Gallagher may be deemed to beneficially own all of the shares of
Common Stock held by First Sydney.
(2) Includes 815,520 shares of the Company's Common Stock owned by
First Sydney of which Mr. McDowall is a minority shareholder and
director. Mr. McDowall disclaims beneficial ownership of any such
shares deemed indirectly owned.
Amendments to By-Laws
On October 27, 1997, the Board of Directors of the Company by
unanimous written consent approved the Amendments to the By-Laws.
Article II, Section 9 of the By-Laws was amended to allow that
actions of the shareholders without a meeting may be taken by
written consent of a majority of the Company's shareholders rather
than by all of the shareholders as the By-Laws previously provided.
Article III, Section 2 of the By-Laws was amended to change the
number of Directors of the Company from three to not less than one
nor more than fifteen. Article X of the By-Laws permits amendments
to the By-Laws to be made by a majority of the Company's Directors,
and such consent is sufficient under the Nevada Revised Statutes
and the Company's charter documents to approve the Amendments.
The By-Laws provide that any by-law adopted by the Board of
Directors may be repealed or changed by action of the shareholders.
The purpose of the Amendments is to allow the Company greater
flexibility in considering, acting upon and consummating
significant corporate transactions, including change of control
attempts, for the benefit of all of the Company's stockholders.
Reincorporation of the Company in Delaware
General
- --------
On October 27, 1997, the Board of Directors of the Company by
unanimous written consent, and the shareholders of the Company by
majority written consent, approved a proposal to change the
Company's state of incorporation to Delaware. This change will be
accomplished by merging the Company into Associated Technologies,<PAGE>
<PAGE>
Inc., a Delaware corporation (herein referred to as "Newco" or the
"Surviving Corporation"), which is a wholly-owned Delaware
subsidiary of the Company formed solely for that purpose.
The merger of the Company into Newco will be effected pursuant
to the Plan of Merger (the "Merger Agreement") between the Company
and Newco, attached hereto as Exhibit A. The Merger Agreement
provides that, when the merger becomes effective, Newco will
continue as the Surviving Corporation under the name "Associated
Technologies, Inc." The description of the merger contained herein
is qualified in its entirety by reference to the Merger Agreement.
The affirmative vote of the holders of at least a majority of
all of the outstanding shares of the Company's Common Stock (voting
as a single class) entitled to vote as of the Record Date is
required for the adoption of the merger proposal. The Company, as
the holder of all of the shares of the Surviving Corporation, has
approved the proposal, and the principal shareholders of the
Company, owning in excess of a majority of the Company's Common
Stock, have approved the proposal. Accordingly, the merger
proposal has received the requisite vote of shareholders of the
Surviving Corporation and the Company needed for approval of the
proposal. The Merger Agreement provides that the Board of
Directors of the Company has the right to terminate the Merger
Agreement and abandon the merger for any reason whatsoever
notwithstanding shareholder approval prior to the effectiveness
date thereof.
Pursuant to the Merger Agreement, the Board of Directors of
the Company will become the Board of Directors of the Surviving
Corporation. See "Board of Directors". The management of the
Company will continue as the management of the Surviving
Corporation. The merger will not involve any change in the
business or properties of the Company. The Surviving Corporation
will succeed to all the assets and be responsible for all the
liabilities of the Company, including obligations under the
Company's 1997 Stock Option Plan. Although the purposes of the
surviving Corporation set forth in its Certificate of Incorporation
will permit it in the future to enter into any lawful business
activity, no change in the present business of the Company is now
contemplated, except as new developments and opportunities may
arise.
There are certain differences between the Certificates of
Incorporation and the By-Laws of the Company and the Surviving
Corporation, as well as differences in the corporate law of the
States of Nevada and Delaware, which will affect the Company and
its shareholders. See "Significant Differences in Corporate Law of
Nevada and Delaware" and "Certificate of Incorporation and By-
Laws".
<PAGE>
<PAGE>
The Surviving Corporation is authorized to issue 25,000,000
shares of common stock, $.001 par value. See "Certificate of
Incorporation and By-Laws". Upon the effectiveness of the merger,
the Company's securityholders will become securityholders of the
Surviving Corporation, each outstanding share of Common Stock of
the Company will become one share of Common Stock of the Surviving
Corporation and the one share of Common Stock of the Surviving
Corporation outstanding prior to the effectiveness of the merger
will be surrendered by the Company and extinguished. The Common
Stock of the Surviving Corporation will have the same relative
rights, preferences, privileges and restrictions as the Company's
Common Stock. It will not be necessary for holders of Common Stock
of the Company to exchange their existing certificates for new
certificates representing Common Stock of the Surviving
Corporation. It is anticipated that delivery of the present stock
certificates of the Company will constitute "good delivery" for
transactions in shares of Common Stock of the Surviving Corporation
after the effective date of the merger.
In connection with the merger, the Company's authorized Common
Stock, $.001 par value, will be converted into the Surviving
Corporation's authorized Common Stock, $.001 par value.
Shareholders of the Company shall, subject to and by complying
with Sections 92A.300 through 92A.500 of the Nevada Revised
Statutes, have the right to object to the merger, which will result
in the right to receive payment for the fair value of their shares
and the other rights and benefits provided by the Nevada Revised
Statutes (see "Rights of Dissenting Shareholders to Receive Payment
for Shares").
Reasons for Reincorporation
- ---------------------------
The primary reason for the Board's recommendation of the
Reincorporation is the well-developed case law interpreting the
Delaware General Corporation Law (the "Delaware GCL"), which the
Board believes will allow it more effectively to perform its
duties. Although the Nevada Revised Statutes are relatively
similar to the Delaware GCL, there is a lack of predictability
under Nevada law resulting from the limited body of case law
interpreting the Nevada Revised Statutes. The Delaware GCL and the
court decisions construing it, on the other hand, are widely
regarded as the most extensive and well-defined body of corporate
law in the United States. This body of case law is based in part
on Delaware's long-established policy of encouraging companies to
incorporate in that state. In furtherance of that policy, Delaware
has been a leader in adopting comprehensive, modern and flexible
corporate laws which are periodically updated and revised to meet
changing business needs. As a result, many major corporations have
initially chosen Delaware for their domicile or have subsequently
reincorporated in Delaware in a manner similar to that proposed by<PAGE>
<PAGE>
the Company. Following from these conditions, Delaware's courts
have developed considerable expertise in dealing with corporate
issues, and a substantial body of case law has developed construing
Delaware law and establishing public policies with respect to
corporate legal issues. Thus, for example, relative to other
states, Delaware provides greater guidance to directors in the
context of dealing with major transactions, including potential
changes in corporate control, along with more general corporate
matters. The Board therefore believes that the overall effect of
the reincorporation will be to enhance the Board's ability to
consider all appropriate courses of action with respect to
significant transactions, including takeover attempts, for the
benefit of all stockholders. Moreover, the Board believes that
enhanced certainty with respect to the duties of directors is a
significant benefit to the Company and its stockholders and could
be an important factor in attracting and retaining quality persons
to serve on the Board of Directors.
Board of Directors
- ------------------
The Merger Agreement provides that upon the effective date of
the merger the Board of Directors of the Surviving Corporation
shall be composed of the members of the Board of Directors of the
Company prior to the merger.
As permitted by the Delaware General Corporation Law, the By-
Laws of the Surviving Corporation provide that a person elected by
the Board to fill a vacancy may hold office for the remainder of
the term of his predecessor and a person elected to a newly created
directorship may hold office until the next annual election and
until his successor is elected and qualified. Under the Company's
current By-Laws, a vacancy created by removal of a director may be
filled by the Board and such director shall serve until the next
annual meeting or until his successor is duly elected and
qualified. Otherwise the current By-Laws are silent as to the
election of directors to fill vacancies.
The By-Laws of the Surviving corporation should provide
greater certainty with respect to the authority of the Board
following a vacancy.
Certificate of Incorporation and By-Laws
- ----------------------------------------
Except to the extent that changes are dictated by the
application of the Delaware GCL, along with limited additional
changes discussed below, the provisions of the Delaware Certificate
of Incorporation and the Delaware By-Laws will be substantially
similar to the provisions of the Nevada Articles of Incorporation
and the Nevada By-Laws. The Delaware Certificate of Incorporation
and Delaware Bylaws are attached hereto as Exhibits B and C,
respectively.<PAGE>
<PAGE>
Significant Differences in Corporate Law of Nevada and Delaware
- ---------------------------------------------------------------
In many instances, the Nevada Revised Statutes are
substantially similar to the Delaware GCL. While it is impractical
to note all of the differences between the corporation statutes of
Delaware and Nevada, the most significant differences, in the
judgment of management of the Company, are summarized below. This
summary is not intended to be complete and reference should be made
to the Delaware GCL and the Nevada Revised Statutes.
Preemptive Rights
- -----------------
Under Nevada corporation law applicable to corporations
organized prior to October 1, 1991 (as the Company was),
shareholders of the Company are permitted to have preemptive rights
to purchase newly-issued shares unless prohibited in the
Certificate of Incorporation; the Company's Certificate of
Incorporation does prohibit such rights. Under the Delaware
corporation law, shareholders do not have such preemptive rights
unless there is a specific provision granting such rights in the
Certificate of Incorporation. The Certificate of Incorporation of
the Surviving Corporation will not contain such a provision.
Accordingly, the reincorporation will not have a practical impact
on shareholders as regards preemptive rights. Management of the
Company believes that not providing for mandatory preemptive rights
in the Certificate of Incorporation of the Surviving Corporation is
desirable to afford greater flexibility in possible future
financings.
Examination of Books and Records
- --------------------------------
Under Nevada corporation law, a person must be the holder of
record of, or the holder of record of voting certificates for, or
have been authorized in writing by the holders of, at least fifteen
percent of all outstanding shares of a corporation in order to
examine the books of account and all financial records of a
corporation. Under Delaware law, any shareholder with a proper
purpose may demand inspection. The Nevada provision does not apply
to any corporation listed and traded on any recognized stock
exchange or which furnishes to its stockholders a detailed annual
financial statement.
Dividends
- ---------
Under the Delaware GCL, unless otherwise provided in the
certificate of incorporation, a corporation may declare and pay
dividends out of surplus, or, if no surplus exists, out of net
profits for the fiscal year in which the dividend is declared<PAGE>
<PAGE>
and/or the preceding fiscal year (provided that the amount of
capital of the corporation following the declaration and payment of
the dividend is not less than the aggregate amount of the capital
represented by the issued and outstanding stock of all classes
having a preference upon the distribution of assets). In addition,
the Delaware GCL provides that a corporation may redeem or
repurchase its shares only out of surplus.
The Nevada Revised Statutes provide that no distribution
(including dividends on, or redemption or repurchases of, shares of
capital stock) may be made if after giving effect to such
distribution, the corporation would not be able to pay its debts as
they become due in the usual course of business, or the
corporation's total assets would be less than the sum of its total
liabilities plus the amount that would be needed at the time of a
liquidation to satisfy the preferential rights of preferred
stockholders.
Neither the Company nor the Surviving Corporation currently
intends to pay dividends or make any other distribution on its
capital stock. Nevertheless, the difference between the Delaware
GCL and the Nevada Revised Statutes with respect to amounts
available for dividends or other distributions could conceivably
affect future dividends or other distribution, if any are declared.
Anti-takeover Legislation
- -------------------------
Both the Delaware GCL and the Nevada Revised Statutes contain
provisions restricting the ability of a corporation to engage in
business combinations with an interested stockholder. Under the
Delaware GCL, except under certain circumstances, a corporation is
not permitted to engage in a business combination with any
interested stockholder for a three-year period following the date
such stockholder became an interested stockholder. The Delaware
GCL defines an interested stockholder generally as a person who
owns 15% or more of the outstanding shares of such corporation's
voting stock.
Under the Nevada Revised Statutes, except under certain
circumstances which vary from the exceptions under the Delaware
GCL, business combinations with interested stockholders are not
permitted for a three-year period following the date such
stockholder became an interested stockholder, the same period
provided for under the Delaware GCL. The Nevada Revised Statutes
define an interested stockholder, generally, as a person who owns
10% or more, rather than 15% or more as provided under the Delaware
GCL, of the outstanding shares of the corporation's voting stock.
<PAGE>
<PAGE>
In addition, the Nevada Revised Statutes generally disallow
the exercise of voting rights with respect to "control shares" of
an "issuing corporation" held by an "acquiring person", unless such
voting rights are conferred by a majority vote of the disinterested
stockholders. "Control shares" are the shares of an issuing
corporation acquired in connection with the acquisition of a
"controlling interest". "Controlling interest" is defined in terms
of threshold levels of voting ownership, which thresholds, whenever
each may be crossed, trigger application of the voting prohibition
with respect to the newly-acquired shares.
The Nevada Revised Statutes also contains general provisions
permitting directors to (i) take action to protect the interests of
the corporation and its stockholders, including the adoption or
execution of plans affecting the holder(s) of a specified number of
shares or percentage of share ownership or voting power and (ii) to
resist a change or potential change in control of the corporation
if the directors determine that the change or potential change is
opposed to or not in the best interest of the corporation.
Indemnification of Directors and Officers and Advancement of
Expenses
- ------------------------------------------------------------
Delaware and Nevada have nearly identical provisions regarding
indemnification by a corporation of its officers, directors,
employees and agents, except Nevada provides broader
indemnification in connection with stockholder derivative lawsuits.
Delaware and Nevada law differ in their provisions for
advancement of expenses incurred by an officer or director in
defending a civil or criminal action, suit or proceeding. The
Delaware GCL provides that expenses incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined that he is not entitled to be indemnified by the
corporation. Thus, a corporation has the discretion to decide
whether or not to advance expenses.
Under the Nevada Revised Statutes, the articles of
incorporation, bylaws or an agreement made by the corporation may
provide that the corporation MUST pay advancements of expenses in
advance of the final disposition of the action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation. Thus, a
corporation may have no discretion to decide whether or not to
advance expenses.
<PAGE>
<PAGE>
Limitation on Personal Liability of Directors
- ---------------------------------------------
Delaware corporations are permitted to adopt charter
provisions limiting, or even eliminating, the liability of a
director or a company and its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such
liability does not arise from certain proscribed conduct, including
breach of the duty of loyalty, acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law or liability to the corporation based on unlawful dividends or
distributions or improper personal benefit.
While the Nevada Revised Statutes has a similar provision
permitting the adoption of provisions in the articles of
incorporation limiting personal liability, the Nevada provision
differs in two respects. First, the Nevada provision applies to
both directors and officers. Second, while the Delaware provision
excepts from limitation on liability a breach of the duty of
loyalty, the Nevada counterpart does not contain this exception.
Thus, the Nevada provision permits a corporation to limit directors
and officers from personal liability arising from a breach of the
duty of loyalty.
The Delaware Certificate of Incorporation, like the Nevada
Articles of Incorporation, contains a provision limiting the
personal liability of directors. However, unlike the Delaware
Certificate of Incorporation, the Nevada Articles of Incorporation
also limit the liability of officers. Under the laws of either
state, the charter provision will not have any effect on the
availability of equitable remedies such as an injunction or
recision based upon a breach of the duty of care, or on liabilities
which arise under certain federal statutes such as the securities
laws.
Under Delaware law, directors are jointly and severally liable
to a corporation for willful or negligent violations of statutory
provisions relating to the purchase or redemption of a
corporation's own shares or the payment of dividends, for a period
of six years from the date of such unlawful act. A director who
was either absent or dissented from the taking of such action may
exonerate himself from liability by causing his dissent to be
entered in the corporation's minutes. Under Nevada law, directors
are jointly and severally liable to the corporation if they vote
for or assent to acts which violate statutory provisions relating
to the purchase of a corporation's own shares, the payment of
dividends, the distribution of assets in liquidation or any loans
or guarantees made to a director, until the repayment thereof.
Under Nevada law, there is no express standard of conduct which can
protect a director from liability nor any express statute of
limitations with respect to any such illegal acts by a director, as
there are under Delaware law, and absent directors are not liable<PAGE>
<PAGE>
as long as they did not vote for or assent to any of the illegal
acts. Nevada law, unlike Delaware law, allows a director who was
present at a meeting which approved an illegal act to avoid
liability, even if he does not register his dissent in the minutes
of the meeting, by voting against the illegal act and registering
his dissent at a later time in a separate writing filed with the
secretary of the meeting.
Appraisal Rights; Dissenter's Rights
- ------------------------------------
Both Delaware Law and Nevada Law provide that shareholders
have the right, in some circumstances, to dissent from certain
corporate reorganizations and to instead demand payment of the fair
cash value of their shares. Under Delaware Law, unless a
corporation's certificate of incorporation provides otherwise,
dissenters do not have appraisal rights with respect to: (i) a
merger or consolidation by a corporation, the shares of which are
either listed on a national securities exchange, designated as a
National Market System Security on an inter-dealer quotation system
by the National Association of Securities Dealers, Inc., or held of
record by at least 2,000 shareholders, or (ii) shareholders of a
corporation surviving a merger if no vote of shareholders of the
surviving corporation is required to approve the merger.
Nevada Law also limits dissenters rights when the shares of
the corporation are listed on a national securities exchange or are
held by at least 2,000 shareholders unless the shareholders are
required to accept in exchange for their shares anything other than
cash or: (i) shares in the surviving corporation, (ii) share in
another entity that is publicly listed or held by more than 2,000
shareholders, or (iii) any combination of cash or shares in an
entity described in (i) or (ii).
Right of Dissenting Shareholders to Receive Payment for Shares
- --------------------------------------------------------------
Stockholders of the Company are presently entitled under
Nevada law to obtain payment of the fair value of their shares if
they dissent from the consummation of a plan of merger to which the
Nevada corporation is a party and approval by the stockholders is
required for the merger by law or the Nevada entity's Articles of
Incorporation.
The following is a summary of appraisal rights available to
stockholders of the Company, which summary is not intended to be a
complete statement of the applicable Nevada law and is qualified in
its entirety by reference to Chapter 92A.300 through 92A.500 of the
Nevada Revised Statutes, set forth in their entirety as Exhibit D
hereto.
<PAGE>
<PAGE>
Since the merger was approved by the required vote of the
shareholders by majority written consent, the Company is required
to mail a notice (the "Dissenter's Notice") to all stockholders, a
form of which is attached hereto as Exhibit E. In accordance with
the Nevada Revised Statutes, the Dissenter's Notice states that any
stockholder wishing to exercise the right to dissent must (i)
properly complete and send the attached form of demand for payment
(the "Demand for Payment") to the Company at 1204 Third Avenue,
Suite 172, New York, New York and (ii) deposit such stockholder's
certificates representing the Common Stock held by such
stockholder, if any, with the Company's transfer agent and
registrar, American Stock Transfer and Trust Company, New York, New
York. The dissenting stockholder must timely mail the Demand for
Payment so that it is received by the Company on or before the date
30 days from the date of delivery of the Dissenter's Notice.
In accordance with the Nevada Revised Statutes, the Demand for
Payment requires that the dissenting stockholder certify that he or
she acquired beneficial ownership of the Common Stock on or before
the date of this Information Statement. The stockholder who demands
payment retains all other rights of a stockholder until those
rights are canceled or modified by the taking of the proposed
corporate action. A stockholder who fails to timely mail the
Demand for Payment as set forth above is not entitled to receive
payment for his shares under Chapter 92A of the Nevada Revised
Statutes.
The Company is required, except with respect to dissenters who
were not beneficial owners of Common Stock before the date of this
Information Statement, to pay to each dissenter who properly
asserted his or her right to dissent the amount the Company
estimates to be the fair value of such stockholder's shares, plus
accrued interest. The dissenting stockholder may seek to enforce
the Company's obligation in the district court located in the
county where the Company's registered office is located or, at the
election of any dissenter residing or having its registered office
in Nevada, of the county in which the dissenter resides or has its
registered office.
In accordance with the Nevada Revised Statutes, any payments
made by the Company to dissenting stockholders will be accompanied
by the Company's balance sheet dated December 31, 1996, a statement
of income for that year, a statement of changes in the
stockholders' equity for that year and the latest available interim
financial statements, if any; a statement of the Company's estimate
of the fair value of the shares; an explanation of how the interest
was calculated; a statement of the dissenter's rights to demand
payment under the Nevada Revised Statutes; and a copy of Chapter
92A.300 through .500 of the Nevada Revised Statutes.
<PAGE>
<PAGE>
A dissenter may notify the Company in writing, within 30 days
after the Company made or offered payment for such shareholder's
shares, of his or her own estimate of the fair value of his shares
and the amount of interest due, and demand payment of his estimate
(less any payment already made by the Company), if he or she
believes that the amount paid by the Company is less than the fair
value of his or her shares or that the interest due is incorrectly
calculated.
If a demand for payment by a dissenting shareholder remains
unpaid for 60 days after receiving the demand, the Company shall
petition the court to determine the fair value of the shares and
accrued interest. If the Company does not commence this proceeding
within the 60-day period, it is required to pay each dissenter
whose demand remains unsettled the amount demanded. The Nevada
Revised Statutes specify the court in which such petition may be
brought and other procedural requirements.
In addition, the statute provides for the assessment of the
costs and expenses of the proceeding against the Company, except
that the court may assess such amounts against the dissenters, as
the court deems equitable, to the extent the court finds that the
dissenters acted arbitrarily, vexatiously or not in good faith in
demanding payment. Similarly, the statute provides that the court
may assess the fees and expenses of the counsel and experts for the
respective parties, in amounts that the court finds equitable, in
the case of the Company's failure to substantially comply with the
requirements of the Nevada Revised Statutes, against the Company;
and in the case of a party that acted arbitrarily, vexatiously or
note in good faith, against such party.
Effective Date of the Merger
- ----------------------------
Subject to the satisfaction of the conditions of the merger,
it is contemplated that the merger will be made effective on the
twenty-first day after the date that the definitive version of this
Information Statement is filed with the Securities and Exchange
Commission.
Federal Income Tax Consequences
- -------------------------------
It is anticipated that the merger will be treated as a tax-
free reorganization under the Internal Revenue Code of 1986, as
amended. Accordingly, no gain or loss will be recognized by
holders of Common Stock or by the Company or the Surviving
Corporation as a result of the consummation of the merger. Each
former holder of Common Stock will have the same tax basis in the
shares of common stock of the Surviving Corporation that such
shareholder received pursuant to the merger as he has in Company<PAGE>
<PAGE>
Common Stock held by him at the time of the consummation of the
merger. Each stockholder's holding period with respect to such
Common Stock of the Surviving Corporation will include the period
during which he held the corresponding Company Common Stock,
provided the latter is held as a capital asset at the time of
consummation of the merger.
The foregoing is only a summary of the federal income tax
consequences and is not tax advice. No ruling from the Internal
Revenue Service and no opinion of counsel with respect to the tax
consequences of the merger have been or will be sought by the
Company.
Description of Securities of the Company and the
Surviving Corporation
The authorized capital stock of the Company consists of
25,000,000 shares of Class A common stock, par value $.001 per
share. As of September 9, 1997, the Company had outstanding
2,303,520 shares of Common Stock.
The authorized capital stock of the Surviving Corporation
consists of 25,000,000 shares of common stock, par value $.001 per
share.
Common Stock of the Company
- ---------------------------
The holders of outstanding shares of Common Stock are entitled
to receive dividends out of assets legally available therefor at
such times and in such amounts as the Board of Directors may, from
time to time, determine. Each stockholder is entitled to one vote
for each share of Common Stock held by such stockholder. The
Company's Certificate of Incorporation does not provide for
cumulative voting. The Common Stock is not entitled to preemptive
rights and is not subject to redemption. Upon liquidation,
dissolution, or winding-up of the Company, the assets legally
available for distribution to stockholders are distributed ratably
among the holders of Common Stock outstanding at that time. Each
outstanding share of Common Stock is fully paid and nonassessable.
Common Stock of the Surviving Corporation
- -----------------------------------------
The common stock, par value $.001 per share, of the Surviving
Corporation will have the same relative rights, preferences,
privileges and restrictions as the Company's Common Stock, except
in so far as the rights of the holders thereof are determined by
the Delaware GCL and the Delaware GCL differs from the Nevada
Revised Statutes. See "Significant Differences in Corporate Law of
Nevada and Delaware."
<PAGE>
<PAGE>
Transfer Agent
- --------------
The transfer agent and registrar for the Common Stock is
American Stock Transfer and Trust Company, New York, New York.
Financial Statements
A copy of the Company's Annual Reports on Form 10-K for the
fiscal years ended December 31, 1996 and December 31, 1995 and the
Company's Quarterly Reports on Form 10-Q for the three-month period
ended March 31, 1997 and the six-month period ended June 30, 1997
are included as Exhibits F, G, H and I, respectively, to this
Information Statement, are hereby incorporated herein by this
reference and contain the Company's financial statements for the
three fiscal years ended December 31, 1996, the three-month periods
ended March 31, 1997 and March 31, 1996 and the six-month periods
ended June 30, 1997 and June 30, 1996.
Incorporation by Reference of Additional Documents
The following additional documents are hereby incorporated by
reference in their entirety: all other reports filed with the
Securities and Exchange Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act of 1934 since the end of the
fiscal year ended December 31, 1996 and prior to the consummation
of the reincorporation described herein.
<PAGE>
<PAGE>
Signature
This Information Statement is sent by order of the Board of
Directors of the Company.
_____________________________
Leonard N. McDowall, Secretary
Dated: November ___, 1997
<PAGE>
<PAGE>
EXHIBITS
Exhibit No. Description
- ----------- -----------
A Merger Agreement
B Certificate of Incorporation of Associated
Technologies, Inc.
C By-Laws of Associated Technologies, Inc.
D Nevada Revised Statutes Chapters 92A.300 - 92A.500
E Form of Notice to Dissenter and Dissenter's Demand
for Payment
F Annual Report on Form 10-K of Associated
Technologies for the fiscal year ended December 31,
1995
G Annual Report on Form 10-K of Associated
Technologies for the fiscal year ended December 31,
1996
H Quarterly Report on Form 10-Q of Associated
Technologies for the three-month period ended March
31, 1997
I Quarterly Report on Form 10-Q of Associated
Technologies for the six-month period ended June 30,
1997<PAGE>
<PAGE>
EXHIBIT A
PLAN OF MERGER
OF
ASSOCIATED TECHNOLOGIES
a Nevada Corporation
AND
ASSOCIATED TECHNOLOGIES, INC.
a Delaware Corporation
PLAN OF MERGER adopted by Associated Technologies, a corporation
for profit organized under the laws of the State of Nevada ("AT-
Nevada"), by resolution of its Board of Directors on October 27,
1997, and adopted on October 27, 1997 by Associated Technologies,
Inc., a corporation for profit organized under the laws of the
State of Delaware ("AT-Delaware"), by resolution of its Board of
Directors on October 27, 1997. The names of the corporations
planning to merge are AT-Nevada and AT-Delaware and AT-Delaware
shall be the surviving corporation.
1. AT-Nevada and AT-Delaware shall, pursuant to the
provisions of the Revised Statutes of the State of Nevada and the
provisions of the Delaware General Corporation Law, be merged with
and into a single corporation, to wit, AT-Delaware, which shall be
the surviving corporation when the merger becomes effective and
which is sometimes hereinafter referred to as the "surviving
corporation", and which shall continue to exist as said surviving
corporation under its present name, AT-Delaware, pursuant to the
provisions of the laws of its jurisdiction of organization. The
separate existence of AT-Nevada, which is sometimes hereinafter
referred to as the "terminating corporation", shall cease when the
merger becomes effective in accordance with the laws of the
jurisdiction of its organization.
2. The Certificate of Incorporation of the surviving
corporation when the merger becomes effective shall be the
Certificate of Incorporation of said surviving corporation and said
Certificate of Incorporation shall continue in full force and
effect until amended and changed in the manner prescribed by the
provisions of the laws of its jurisdiction of organization.
3. The present by-laws of the surviving corporation
will be the by-laws of said surviving corporation and will continue
in full force and effect until changed, altered or amended as
therein provided and in the manner prescribed by the provisions of
the laws of its jurisdiction of organization.
<PAGE>
<PAGE>
4. The directors and officers in office of the
surviving corporation when the merger becomes effective shall be
the members of the first Board of Directors and the first officers
of the surviving corporation, all of whom shall hold office until
their respective successors are elected or appointed and qualified
or until their tenure is otherwise terminated in accordance with
the by-laws of the surviving corporation.
5. Each issued share of stock of the terminating
corporation when the merger becomes effective shall be converted
into one share of stock of the surviving corporation. The issued
shares of stock of the surviving corporation shall not be converted
or exchanged in any manner, but each said share which is issued
when the merger becomes effective shall continue to represent one
issued share of stock of the surviving corporation.
6. The share of AT-Delaware issued prior to the
effective date of the merger shall, as of the effective date of the
merger, be surrendered and extinguished.
7. The merger of the terminating corporation with and
into the surviving corporation shall be authorized in the manner
prescribed by the Revised Statutes of the State of Nevada and by
the Delaware General Corporation Law, and the Plan of Merger herein
made and approved shall be submitted to the stockholders of the
terminating corporation for their approval or rejection in the
manner prescribed by the provisions of the Revised Statutes of the
State of Nevada.
8. In the event that the merger of the terminating
corporation with and into the surviving corporation shall have been
duly authorized in compliance with the Revised Statutes of the
State of Nevada, and in the event that the Plan of Merger shall
have been approved by the stockholders entitled to vote of the
surviving corporation in the manner prescribed by the Delaware
General Corporation Law, the terminating corporation and the
surviving corporation hereby stipulate that they will cause to be
executed and filed and/or recorded any document or documents
prescribed by the laws of the State of Nevada and of the State of
Delaware, and that they will cause to be performed all necessary
acts therein and elsewhere to effectuate the merger.
9. The Board of Directors and the proper officers of
the terminating corporation and of the surviving corporation,
respectively, are hereby authorized, empowered and directed to do
any and all acts and things, and to make, execute, deliver, file
and/or record any and all instruments, papers and documents which
shall be or become necessary, proper or convenient to carry out or
put into effect any of the provisions of this Plan of Merger or of
the merger herein provided for.
<PAGE>
<PAGE>
EXHIBIT B
CERTIFICATE OF INCORPORATION
OF
ASSOCIATED TECHNOLOGIES, INC.
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting
the purposes hereinafter stated, under the provisions and subject
to the requirements of the laws of the State of Delaware
(particularly Chapter 1, Title 8 of the Delaware Code and the acts
amendatory thereof and supplemental thereto, and known, identified,
and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter referred to
as the "Corporation") is Associated Technologies, Inc.
SECOND: The address, including street, number, city and
county of the registered office of the Corporation in the State of
Delaware is 9 East Loockerman Street, City of Dover, County of
Kent, 19901; and the name of the registered agent of the
Corporation in the State of Delaware at such address is National
Registered Agents, Inc.
THIRD: The nature of the business and the purpose to be
conducted and promoted by the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH: The aggregate number of shares of stock which the
Corporation shall have the authority to issue is Twenty Five
Million (25,000,000) shares of Common Stock, $0.001 par value per
share.
FIFTH: The name and the mailing address of the incorporator
is as follows:
Jennifer D. Tilliss
Werbel & Carnelutti
711 Fifth Avenue
New York, New York 10022
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them
and/or between this Corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the<PAGE>
<PAGE>
application of any receiver or receivers appointed for this
corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order
a meeting of the creditors or class of creditors, and or of the
stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to which
said application has been made, be binding on all the creditors or
class of creditors, and/or on all of the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on
this Corporation.
EIGHTH: No director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper
personal benefit. If the General Corporation Law of the State of
Delaware is amended after October 16, 1997 to authorize corporate
action further eliminating or limiting the personal liability of
directors, the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware.
NINTH: The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify
under said section from and against any and all of the expenses,
liabilities, judgments, fines, amounts paid in settlement,
liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be
deemed exclusive of any other rights to which those seeking
indemnification of expenses may be entitled under any by-laws,
agreements, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
<PAGE>
<PAGE>
TENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
ELEVENTH: In furtherance and not in limitation of the powers
conferred by statute, the by-laws of the Corporation may be made,
altered, amended or repealed by the stockholders of the Corporation
or by a majority of the entire Board of Directors of the
Corporation.
Signed: October 16, 1997
/s/ Jennifer D. Tilliss
--------------------------------
Jennifer D. Tilliss
Sole Incorporator
711 Fifth Avenue
New York, New York 10022
<PAGE>
<PAGE>
Exhibit C
BY-LAWS
OF
ASSOCIATED TECHNOLOGIES, INC.
(a Delaware corporation)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office
shall be established and maintained at National Registered Agents,
Inc., 9 East Loockerman Street, Dover, Delaware. National
Registered Agents, Inc. shall be the registered agent of this
corporation in charge thereof.
Section 2. Other Offices. The corporation may have
other offices, either within or without the State of Delaware, at
such place or places as the Board of Directors may from time to
time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of
stockholders for the election of directors and for such other
business as may be stated in the notice of the meeting shall be
held at such place, either within or without the State of Delaware,
and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting.
Section 2. Other Meetings. Meetings of stockholders
for any purpose other than the election of directors may be held at
such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting.
Section 3. Voting. Each stockholder entitled to vote
in accordance with the terms of the Certificate of Incorporation
and in accordance with the provisions of these By-Laws shall be
entitled to one vote, in person or by proxy, for each share of
stock entitled to vote held by such stockholder, but not proxy
shall be voted after three years from its date unless such proxy
provides for a longer period. Upon the demand of any stockholder,
the vote for directors and the vote upon any question before the
meeting, shall be by ballot. All elections for directors shall be
decided by plurality vote; all other questions shall be decided by
majority vote except as otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware.
<PAGE>
<PAGE>
A complete list of the stockholders entitled to vote at
the ensuing election, arranged in alphabetical order, with the
address of each, and the number of shares held by each, shall be
opened to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who
is present.
Section 4. Quorum. Except as otherwise required by
law, by the Certificate of Incorporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding a majority
of the stock of the corporation entitled to vote shall constitute
a quorum at all meetings of the stockholders. In case a quorum
shall not be present at any meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by
proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until
the requisite amount of stock entitled to vote shall be present.
At such adjourned meeting at which the requisite amount of stock
entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as
originally noticed; but only those stockholders entitled to vote at
the meeting as originally notice shall be entitled to vote at any
adjournment or adjournments thereof.
Section 5. Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called by the
President or Secretary, or by resolution of the directors.
Section 6. Notice of Meetings. Written notice, stating
the place, date and time of the meeting, and the general nature of
the business to be considered, shall be given to each stockholder
entitled to vote thereat at his address as it appears on the
records of the corporation, not less than ten nor more than sixty
days before the date of the meeting. No business other than that
stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat.
Section 7. Action Without Meeting. Unless otherwise
provided by the Certificate of Incorporation, any action required
to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting, may
be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares<PAGE>
<PAGE>
entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number and Term. The number of directors of
the Corporation initially shall be three, but in no event shall the
number of directors be less than one nor more than fifteen. The
directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve until his
successor shall be elected and qualified. Directors need not be
stockholders.
Section 2. Removal. Any director or directors may be
removed either for or without cause at any time by the affirmative
vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote, at a special meeting of the
stockholders called for the purpose, and the vacancies thus created
may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the stockholders
entitled to vote. A director elected to fill such vacancy shall
serve for the remainder of the term of his predecessor.
Section 3. Increase of Number. The number of directors
may be increased by amendment of these by-laws by the affirmative
vote of a majority of the directors, though less than a quorum, or,
by the affirmative vote of a majority in interest of the
stockholders, at the annual meeting or at a special meeting called
for that purpose, and by like vote the additional directors may be
chosen at such meeting to hold office until the next annual
election and until their successors shall have been elected and
qualified.
Section 4. Powers. The Board of Directors shall
exercise all of the powers of the corporation except such as are by
law or by the Certificate of Incorporation of the corporation or by
these By-Laws conferred upon or reserved to the stockholders.
Section 5. Committees. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any
meeting of such committee or committees. The member or members
thereof present at any meeting and not disqualified from voting,<PAGE>
<PAGE>
whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the
resolution of the Board of Directors, or in these By-Laws, shall
have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee
shall have the power or authority to amend the Certificate of
Incorporation, to adopt an agreement of merger or consolidation, to
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, to
recommend to the stockholders a dissolution of the corporation or
a revocation of a dissolution, or to amend the By-Laws of the
corporation; and, unless the resolution, these By-Laws, or the
Certificate of Incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock.
Section 6. Meetings. The newly elected directors shall
hold their first meeting for the purpose of organization and the
transaction of business, if a quorum be present, immediately after
the annual meeting of the stockholders; or the time and place of
such meeting may be fixed by consent in writing of all the
directors.
Regular meetings of the directors may be held without
notice at such places and times as shall be determined from time to
time by resolution of the directors.
Special meetings of the Board may be called by the
President or the Secretary on the written request of any two
directors on at least two days' notice to each director and shall
be held at such place or places as may be determined by the
directors, or as shall be stated in the call of the meeting.
Section 7. Quorum. A majority of the total number of
directors shall constitute a quorum for the transaction of
business. If at any meeting of the Board of Directors there shall
be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained,
and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned.
Section 8. Compensation. Directors shall not receive
any stated salary for their services as directors or as members of
committees, but by resolution of the Board of Directors a fixed fee
and expenses of attendance may be allowed for attendance at each
meeting. Nothing herein contained shall be construed to preclude<PAGE>
<PAGE>
any director from serving the corporation in any other capacity as
an officer, agent or otherwise, and receiving compensation
therefor.
Section 9. Action Without Meeting. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof, may be taken without a meeting, if a
written consent thereto is signed by all members of the Board of
Directors, or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board of Directors or committee.
Section 10. Participation by Conference Telephone.
Members of the Board of Directors of the corporation, or any
committee designated by such Board may participate in a meeting of
such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and participation
in a meeting shall constitute presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the corporation
shall be a President, a Treasurer and a Secretary, all of whom
shall be elected by the Board of Directors and who shall hold
office until their successors are elected and qualified. In
addition, the Board of Directors may elect a Chairman, one or more
Vice Presidents and such Assistant Secretaries and Assistant
Treasurers as they may deem proper. None of the officers of the
corporation need be directors. The officers shall be elected at
the first meeting of the Board of Directors after each annual
meeting. More than two offices may be held by the same person.
Section 2. Other Officers and Agents. The Board of
Directors may appoint such other officers and agents as it may deem
advisable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
Section 3. Chairman. The Chairman of the Board of
Directors, if one be elected, shall preside at all meetings of the
Board of Directors and he shall have and perform such other duties
as from time to time may be assigned to him by the Board of
Directors.
Section 4. President. The President shall be the chief
executive officer of the corporation and shall have the general
powers and duties of supervision and management usually vested in
the office of president of a corporation. He shall preside at all
meetings of the stockholders if present thereat, and, in the<PAGE>
<PAGE>
absence or non-election of the Chairman of the Board of Directors,
at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the
corporation. Except as the Board of Directors shall authorize the
execution thereof in some other manner, he shall execute bonds,
mortgages and other contracts on behalf of the corporation, and
shall cause the seal to be affixed to any instrument requiring it
and when so affixed the seal shall be attested by the signature of
the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.
Section 5. Vice-President. Each Vice-President shall
have such powers and shall perform such duties as shall be assigned
to him by the directors.
Section 6. Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full
and accurate account of receipts and disbursements in books
belonging to the corporation. He shall deposit all monies and
other valuables in the name and to the credit of the corporation in
such depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, or the President,
taking proper vouchers for such disbursements. He shall render to
the President and Board of Directors at the regular meetings of the
Board of Directors, or whenever they may request it, an account of
all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall
give the corporation a bond for the faithful discharge of his
duties in such amount and with such surety as the Board of
Directors shall prescribe.
Section 7. Secretary. The Secretary shall give, or
cause to be given, notice of all meetings of stockholders and
directors, and all other notices required by law or by these By-
Laws, and in case of his absence or refusal or neglect so to do,
any such notice may be given by any person thereunto directed by
the President, or by the directors, or stockholders, upon whose
requisition the meeting is called as provided in these By-Laws. He
shall record all the proceedings of the meetings of the corporation
and of the directors in a book to be kept for that purpose, and
shall perform such other duties as may be assigned to him by the
directors or the President. He shall have the custody of the seal
of the corporation and shall affix the same to all instruments
requiring it, when authorized by the directors or the President,
and attest the same.
<PAGE>
<PAGE>
Section 8. Assistant Treasurers and Assistant
Secretaries. Assistant Treasurers and Assistant Secretaries, if
any, shall be elected and shall have such powers and shall perform
such duties as shall be assigned to them, respectively, by the
directors.
ARTICLE V
MISCELLANEOUS
Section 1. Resignations. Any director, member of a
committee or corporate officer may, provided the same would not
result in a breach of any contract to which said person is a party,
resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the President or
Secretary. The acceptance of a resignation shall not be necessary
to make it effective.
Section 2. Vacancies. If the office of any director,
member of a committee or corporate officer becomes vacant, by
reason of death, disability or otherwise, the remaining directors
in office, though less than a quorum, by a majority vote may
appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until his successor shall be duly
chosen.
Section 3. Certificates of Stock. Certificates of
stock, signed by the Chairman of the Board of Directors, or the
President or any Vice President, and the Treasurer or an Assistant
Treasurer, or Secretary or an Assistant Secretary, shall be issued
to each stockholder certifying the number of shares owned by him in
the corporation. When such certificates are countersigned (1) by
a transfer agent other than the corporation or its employee, or (2)
by a registrar other than the corporation or its employee, the
signatures of such officers may be facsimiles.
Section 4. Lost Certificates. A new certificate of
stock may be issued in the place of any certificate theretofore
issued by the corporation, alleged to have been lost or destroyed,
and the directors may, in their discretion, require the owner of
the lost or destroyed certificate, or his legal representatives, to
give the corporation a bond, in such sum as they may direct, not
exceeding double the value of the stock represented by such
certificate, to indemnify the corporation against any claim that
may be made against it on account of the alleged loss of any such
certificate, or the issuance of any such new certificate.
Section 5. Transfer of Shares. The shares of stock of
the corporation shall be transferable only upon its books by the
holders thereof in person or by their duly authorized attorneys or
legal representatives, and upon such transfer the old certificates
shall be surrendered to the corporation by the delivery thereof to<PAGE>
<PAGE>
the person in charge of the stock transfer books and ledgers, or to
such other person as the directors may designate, by whom they
shall be canceled, and new certificates shall thereupon be issued.
A record shall be made of each transfer and whenever a transfer
shall be made for collateral security, and not absolutely, it shall
be so expressed in the entry of the transfer.
Section 6. Stockholders Record Date. In order that the
corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix
a new record date for the adjourned meeting.
Section 7. Dividends. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of
funds legally available therefor at any regular or special meeting,
declare dividends upon the capital stock of the corporation as and
when they deem expedient. Before declaring any dividend there may
be set apart out of any funds of the corporation available for
dividends, such sum or sums as the directors from time to time in
their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends or for such
other purposes as the directors shall deem conducive to the
interests of the corporation.
Section 8. Seal. The corporate seal shall be circular
in form and shall contain the name of the corporation, the year of
its creation and the words "CORPORATE SEAL DELAWARE." Said seal
may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced.
Section 9. Fiscal Year. The fiscal year of the
corporation shall be determined by resolution of the Board of
Directors. In the absence of such determination, the fiscal year
shall be the calendar year.
Section 10. Checks. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such
officer or officers, agent or agents of the corporation, and in
such manner as shall be determined from time to time by resolution
of the Board of Directors.<PAGE>
<PAGE>
Section 11. Notice and Waiver of Notice. Whenever any
notice is required by these By-Laws to be given, personal notice is
not meant unless expressly so stated, and any notice so required
shall be deemed to be sufficient if given by depositing the same in
the United States mail, postage prepaid, addressed to the person
entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on
the day of such mailing. Stockholders not entitled to vote shall
not be entitled to receive notice of any meetings except as
otherwise provided by statute.
Whenever any notice whatever is required to be given
under the provisions of any law, or under the provisions of the
Certificate of Incorporation of the corporation or these By-Laws,
a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE VI
INDEMNIFICATION
To the full extent permitted by law, the corporation may
indemnify any person or his heirs, distributees, next of kin,
successors, appointees, executors, administrators, legal
representatives and assigns who was or is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, domestic or foreign, against expenses,
attorneys' fees, court costs, judgments, fines, amounts paid in
settlement and other losses actually and reasonably incurred by him
in connection with such action, suit or proceeding.
ARTICLE VII
AMENDMENTS
These By-laws may be altered or repealed and By-Laws may
be made at any annual meeting of the stockholders or at any special
meeting thereof by the affirmative vote of a majority of the stock
issued and outstanding and entitled to vote thereat, or by the
affirmative vote of a majority of the Board of Directors, at any
regular meeting of the Board of Directors, or at any special
meeting of the Board of Directors.
<PAGE>
<PAGE>
I HEREBY CERTIFY that the foregoing is a full, true and
correct copy of the By-Laws of Associated Technologies, Inc., a
Delaware corporation, as in effect on the date hereof.
WITNESS my hand and seal of the Corporation.
/s/ Leonard N. McDowall
Leonard N. McDowall, Secretary
Dated: October 16, 1997
<PAGE>
<PAGE>
EXHIBIT D
NEVADA REVISED STATUTES ANNOTATED
Copyright (c) 1986-1993 by The Michie Company
Copyright (c) 1995 by The Michie Company,
a division of Reed Elsevier Inc. and Reed Elsevier Properties Inc.
All rights reserved.
*** THIS SECTION IS CURRENT THROUGH THE 1995 SUPPLEMENT ***
*** (SIXTY-EIGHTH (1995) SESSION) ***
TITLE 7. BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
CHAPTER 92A. MERGERS AND EXCHANGE OF INTEREST
RIGHTS OF DISSENTING OWNERS
Nev. Rev. Stat. Ann. -- 92A.300 (1995)
- -- 92A.300. Definitions
As used in NRS 92A.300 to 92A.500, inclusive, unless the
context otherwise requires, the words and terms defined in NRS
92A.305 to 92A.335, inclusive, have the meanings ascribed to them
in those sections.
- -- 92A.305. "Beneficial stockholder" defined
"Beneficial stockholder" means a person who is a beneficial
owner of shares held in a voting trust or by a nominee as the
stockholder of record.
- -- 92A.310. "Corporate action" defined
"Corporate action" means the action of a domestic corporation.
- -- 92A.315. "Dissenter" defined
"Dissenter" means a stockholder who is entitled to dissent
from a domestic corporation's action under NRS 92A.380 and who
exercises that right when and in the manner required by NRS 92A.410
to 92A.480, inclusive.
- -- 92A.320. "Fair value" defined
"Fair value," with respect to a dissenter's shares, means the
value of the shares immediately before the effectuation of the
corporate action to which he objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless
exclusion would be inequitable.
<PAGE>
<PAGE>
- -- 92A.325. "Stockholder" defined
"Stockholder" means a stockholder of record or a beneficial
stockholder of a domestic corporation.
- -- 92A.330. "Stockholder of record" defined
"Stockholder of record" means the person in whose name shares
are registered in the records of a domestic corporation or the
beneficial owner of shares to the extent of the rights granted by
a nominee's certificate on file with the domestic corporation.
- -- 92A.335 "Subject corporation" defined
"Subject corporation" means the domestic corporation which is
the issuer of the shares held by a dissenter before the corporate
action creating the dissenter's rights becomes effective or the
surviving or acquiring entity of that issuer after the corporate
action becomes effective.
- -- 92A.340. Computation of interest
Interest payable pursuant to NRS 92A.300 to 92A.500,
inclusive, must be computed from the effective date of the action
until the date of payment, at the average rate currently paid by
the entity on its principal bank loans or, if it has no bank loans,
at a rate that is fair and equitable under all of the
circumstances.
- -- 92A.350. Rights of dissenting partner of domestic limited
partnership
A partnership agreement of a domestic limited partnership or,
unless otherwise provided in the partnership agreement, an
agreement of merger or exchange, may provide that contractual
rights with respect to the partnership interest of a dissenting
general or limited partner of a domestic limited partnership are
available for any class or group of partnership interests in
connection with any merger or exchange in which the domestic
limited partnership is a constituent entity.
- -- 92A.360. Rights of dissenting member of domestic limited-
liability company
The articles of organization or operating agreement of a
domestic limited-liability company or, unless otherwise provided in
the articles of organization or operating agreement, an agreement
of merger or exchange, may provide that contractual rights with
respect to the interest of a dissenting member are available in
connection with any merger or exchange in which the domestic
limited-liability company is a constituent entity.
<PAGE>
<PAGE>
- -- 92A.370. Rights of dissenting member of domestic nonprofit
corporation
1. Except as otherwise provided in subsection 2 and unless
otherwise provided in the articles or bylaws, any member of any
constituent domestic nonprofit corporation who voted against the
merger may, without prior notice, but within 30 days after the
effective date of the merger, resign from membership and is thereby
excused from all contractual obligations to the constituent or
surviving corporations which did not occur before his resignation
and is thereby entitled to those rights, if any, which would have
existed if there had been no merger and the membership had been
terminated or the member had been expelled.
2. Unless otherwise provided in its articles of
incorporation or bylaws, no member of a domestic nonprofit
corporation, including, but not limited to, a cooperative
corporation, which supplies services described in chapter 704 of
NRS to its members only, and no person who is a member of a
domestic nonprofit corporation as a condition of or by reason of
the ownership of an interest in real property, may resign and
dissent pursuant to subsection 1.
- -- 92A.380. Right of stockholder to dissent from certain
corporate actions and to obtain payment for shares.
- -- 1. Except as otherwise provided in NRS 92A.370 to 92A.390,
a stockholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of any of the following
corporate actions:
(a) Consummation of a plan of merger to which the
domestic corporation is a party:
(1) If approval by the stockholders is required for
the merger by NRS 92A.120 to 92A.160, inclusive, or the articles of
incorporation and he is entitled to vote on the merger; or
(2) If the domestic corporation is a subsidiary and
is merged with its parent under NRS 92A.180.
(b) Consummation of a plan of exchange to which the
domestic corporation is a party as the corporation whose subject
owner's interests will be acquired, if he is entitled to vote on
the plan.
(c) Any corporate action taken pursuant to a vote of the
stockholders to the event that the articles of incorporation,
bylaws or a resolution of the board of directors provides that
voting or nonvoting stockholders are entitled to dissent and obtain
payment for their shares.
<PAGE>
<PAGE>
2. A stockholder who is entitled to dissent and obtain
payment under NRS 92A.300 to 92A.500, inclusive, may not challenge
the corporate action creating his entitlement unless the action is
unlawful or fraudulent with respect to him or the domestic
corporation.
- -- 92A.390. Limitations on right of dissent: Stockholders of
certain classes or series; action of stockholders not required for
plan of merger.
1. There is no right of dissent with respect to a plan of
merger or exchange in favor of stockholders of any class or series
which, at the record date fixed to determine the stockholders
entitled to receive notice of and to vote at the meeting at which
the plan of merger or exchange is to be acted on, were either
listed on a national securities exchange, included in the national
market system by the National Association of Securities Dealers,
Inc., or held by at least 2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation
issuing the shares provide otherwise; or
(b) The holders of the class or series are required
under the plan of merger or exchange to accept for the shares
anything except:
(1) Cash, owner's interests or owner's interests
and cash in lieu of fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective
date of the plan of merger or exchange, were either listed on a
national securities exchange, included in the national market
system by the National Association of Securities Dealers, Inc., or
held of record by at least 2,000 holders of owner's interests of
record; or
(2) A combination of cash and owner's interest of
the kind described in sub-paragraphs (I) and (II) of subparagraph
(1) of paragraph (b).
2. There is no right of dissent for any holders of stock of
the surviving domestic corporation if the plan of merger does not
require action of the stockholders of the surviving domestic
corporation under NRS 92A.130.
- -- 92A.400. Limitations on right of dissent: Assertion as to
portions only to shares registered to stockholder; assertion by
beneficial stockholder.
<PAGE>
<PAGE>
1. A stockholder of record may assert dissenter's rights as
to fewer than all of the shares registered in his name only if he
dissents with respect to all shares beneficially owned by any one
person and notifies the subject corporation in writing of the name
and address of each person on whose behalf he asserts dissenter's
rights. The rights of a partial dissenter under this subsection
are determined as if the shares as to which he dissents and his
other shares were registered in the names of different
stockholders.
2. A beneficial stockholder may assert dissenter's rights as
to shares held on his behalf only if:
(a) He submits to the subject corporation the written
consent of the stockholder of record to the dissent not later than
the time the beneficial stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is
the beneficial stockholder or over which he has power to direct the
vote.
- -- 92A.410. Notification of stockholders regarding right of
dissent
1. If a proposed corporate action creating dissenters'
rights is submitted to a vote at a stockholders' meeting, the
notice of the meeting must state that stockholders are or may be
entitled to assert dissenters' rights under NRS 92A.300 to 92A.500,
inclusive, and be accompanied by a copy of those sections.
2. If the corporate action creating dissenters' rights is
taken without a vote of the stockholders, the domestic corporation
shall notify in writing all stockholders entitled to assert
dissenters' rights that the action was taken and send them the
dissenter's notice described in NRS 92A.430.
- -- 92A.420. Prerequisites to demand for payment for shares
1. If a proposed corporate action creating dissenters'
rights is submitted to a vote at a stockholders' meeting, a
stockholder who wishes to assert dissenter's rights:
(a) Must deliver to the subject corporation, before the
vote is taken, written notice of his intent to demand payment for
his shares if the proposed action is effectuated; and
(b) Must not vote his shares in favor of the proposed
action.
2. A stockholder who does not satisfy the requirements of
subsection 1 is not entitled to payment for his shares under this
chapter.<PAGE>
<PAGE>
- -- 92A.430. Dissenter's notice: Delivery to stockholders
entitled to assert rights; contents
1. If a proposed corporate action creating dissenters'
rights is authorized at a stockholders' meeting, the subject
corporation shall deliver a written dissenter's notice to all
stockholders who satisfied the requirements to assert those rights.
2. The dissenter's notice must be sent no later than 10 days
after the effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and
where and when certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by
certificates to what extent the transfer of the shares will be
restricted after the demand for payment is received;
(c) Supply a form for demanding payment that includes
the date of the first announcement to the news media or to the
stockholders of the terms of the proposed action and requires that
the person asserting dissenter's rights certify whether or not he
acquired beneficial ownership of the shares before that date;
(d) Set a date by which the subject corporation must
receive the demand for payment, which may not be less than 30 nor
more than 60 days after the date the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500,
inclusive.
- -- 92A.440. Demand for payment and deposit of certificates;
retention of rights of stockholder
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of
the shares before the date required to be set forth in the
dissenter's notice for this certification; and
(c) Deposit his certificates, if any, in accordance with
the terms of the notice.
2. The stockholder who demands payment and deposits his
certificates, if any, retains all other rights of a stockholder
until those rights are cancelled or modified by the taking of the
proposed corporate action.
<PAGE>
<PAGE>
3. The stockholder who does not demand payment or deposit
his certificates where required, each by the date set forth in the
dissenter's notice, is not entitled to payment for his shares under
this chapter.
- -- 92A.450. Uncertificated shares: Authority to restrict
transfer after demand for payment; retention of rights of
stockholder
1. The subject corporation may restrict the transfer of
shares not represented by a certificate from the date the demand
for their payment is received.
2. The person for whom dissenter's rights are asserted as to
shares not represented by a certificate retains all other rights of
a stockholder until those rights are cancelled or modified by the
taking of the proposed corporate action.
- -- 92A.460. Payment for shares: General requirements
1. Except as otherwise provided in NRS 92A.470, within 30
days after receipt of a demand for payment, the subject corporation
shall pay each dissenter who complied with NRS 92A.440 the amount
the subject corporation estimates to be the fair value of his
shares, plus accrued interest. The obligation of the subject
corporation under this subsection may be enforced by the district
court:
(a) Of the county where the corporation's registered
office is located; or
(b) At the election of any dissenter residing or having
its registered office in this state, of the county where the
dissenter resides or has its registered office. The court shall
dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the
end of a fiscal year ending not more than 16 months before the date
of payment, a statement of income for that year, a statement of
changes in the stockholders' equity for that year and the latest
available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of
the fair value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand
payment under NRS 92A.480; and
<PAGE>
<PAGE>
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
- -- 92A.470. Payment for shares: Shares acquired on or after date
of dissenter's notice
1. A subject corporation may elect to withhold payment from
a dissenter unless he was the beneficial owner of the shares before
the date set forth in the dissenter's notice as of the date of the
first announcement to the news media or to the stockholders of the
terms of the proposed action.
2. To the extent the subject corporation elects to withhold
payment, after taking the proposed action, it shall estimate the
fair value of the shares, plus accrued interest, and shall offer to
pay this amount to each dissenter who agrees to accept it in full
satisfaction of his demand. The subject corporation shall send
with its offer a statement of its estimate of the fair value of the
shares, an explanation of how the interest was calculated, and a
statement of the dissenters' right to demand payment pursuant to
NRS 92A.480.
- -- 92A.480. Dissenter's estimate of fair value: Notification of
subject corporation; demand for payment of estimate
1. A dissenter may notify the subject corporation in writing
of his own estimate of the fair value of his shares and the amount
of interest due, and demand payment of his estimate, less any
payment pursuant to NRS 92A.460, or reject the offer pursuant to
NRS 92A.470 and demand payment of the fair value of his shares and
interest due, if he believes that the amount paid pursuant to NRS
92A.460 or offered pursuant to NRS 92A.470 is less than the fair
value of his shares or that the interest due is incorrectly
calculated.
2. A dissenter waives his right to demand payment pursuant
to this section unless he notifies the subject corporation of his
demand in writing within 30 days after the subject corporation made
or offered payment for his shares.
- -- 92A.490. Legal proceeding to determine fair value: Duties of
subject corporation; powers of court; rights of dissenter
1. If a demand for payment remains unsettled, the subject
corporation shall commence a proceeding within 60 days after
receiving the demand and petition the court to determine the fair
value of the shares and accrued interest. If the subject
corporation does not commence the proceeding within the 60-day
period, it shall pay each dissenter whose demand remains unsettled
the amount demanded.
<PAGE>
<PAGE>
2. A subject corporation shall commence the proceeding in
the district court of the county where its registered office is
located. If the subject corporation is a foreign entity without a
resident agent in the state, it shall commence the proceeding in
the county where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign entity was
located.
3. The subject corporation shall make all dissenters,
whether or not residents of Nevada, whose demands remain unsettled,
parties to the proceeding as in an action against their shares.
All parties must be served with a copy of the petition.
Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is
commenced under subsection 2 is plenary and exclusive. The court
may appoint one or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. The
appraisers have the powers described in the order appointing them,
or any amendment thereto. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is
entitled to a judgment:
(a) For the amount, if any, by which the court finds the
fair value of his shares, plus interest, exceeds the amount paid by
the subject corporation; or
(b) For the fair value, plus accrued interest, of his
after-acquired shares for which the subject corporation elected to
withhold payment pursuant to NRS 92A.470.
- -- 92A.500. Legal proceeding to determine fair value: Assessment
of costs and fees
1. The court in a proceeding to determine fair value shall
determine all of the costs of the proceeding, including the
reasonable compensation and expenses of any appraisers appointed by
the court. The court shall assess the costs against the subject
corporation, except that the court may assess costs against all or
some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily,
vexatiously or not in good faith in demanding payment.
2. The court may also assess the fees and expenses of the
counsel and experts for the respective parties, in amounts the
court finds equitable:
<PAGE>
<PAGE>
(a) Against the subject corporation and in favor of all
dissenters if the court finds the subject corporation did not
substantially comply with the requirements of NRS 92A.300 to
92A.500, inclusive; or
(b) Against either the subject corporation or a
dissenter in favor of any other party, if the court finds that the
party against whom the fees and expenses are assessed acted
arbitrarily, vexatiously or not in good faith with respect to the
rights provided by NRS 92A.300 to 92A.500, inclusive.
3. If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters similarly
situated, and that the fees for those services should not be
assessed against the subject corporation, the court may award to
those counsel reasonable fees to be paid out of the amounts awarded
to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the
court may assess the costs against the subject corporation, except
that the court may assess costs against all or some of the
dissenters who are parties to the proceeding, in amounts the court
finds equitable, to the extent the court finds that such parties
did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding
commenced pursuant to NRS 92A.460 or 92A.490 from applying the
provisions of N.R.C.P. 68 or NRS 17.115.
<PAGE>
<PAGE>
EXHIBIT E
Associated Technologies
1204 Third Avenue
Suite 172
New York, New York 10021
November , 1997
To our Shareholders:
Pleased be advised that on October 27, 1997, the Board of Directors
of Associated Technologies (the "Company") by unanimous written
consent, and the shareholders of the Company by majority written
consent, approved a proposal to change the Company's state of
incorporation to Delaware by means of a merger of the Company into
Associated Technologies, Inc., a Delaware corporation (the
"Merger"), which is a wholly-owned Delaware subsidiary of the
Company formed solely for that purpose.
Pursuant to the Nevada Revised Statutes, you have the right to
dissent from the Merger and to obtain the fair value of the shares
of Common Stock held by you.
If you wish to exercise your right to dissent, you must follow the
procedure set forth below:
1. You must send your payment demand to Associated Technologies,
1204 Third Avenue, Suite 172, New York, New York 10021 by the
date Thirty (30) days from the date that you receive this
notice.
2. Your certificates representing shares of Common Stock of the
Company, if any, must be deposited with the Company's transfer
agent and registrar, American Stock Transfer and Trust
Company, 40 Wall Street, New York, New York 10005.
3. Attached hereto is a form for demanding payment.
4. Attached hereto is a copy of Chapter 92A.300 to 92A.500 of the
Nevada Revised Statutes.
ASSOCIATED TECHNOLOGIES
a Nevada corporation
by:
-------------------------
Leonard N. McDowall
Secretary
<PAGE>
<PAGE>
FORM FOR DEMANDING PAYMENT
1. Name of shareholder:
2. Number of shares:
3. The terms of the proposed Merger were first announced to
Shareholders on November ___, 1997:
CHECK ONE
[ ] I/we hereby certify that I/we acquired beneficial ownership of
such shares before the date specified in paragraph 3 above.
[ ] I/we hereby certify that I/we acquired beneficial ownership of
such shares after the date specified in paragraph 3 above.
Date:
Signed:
- ----------------------------
<PAGE>
<PAGE>
EXHIBIT F
Form 10-K for Year Ended
December 31, 1995
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to .
Commission File number: 33-55254-45
ASSOCIATED TECHNOLOGIES
-----------------------
(Exact name of registrant as specified in charter)
NEVADA 87-0485306
------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1204 THIRD AVENUE, SUITE 172, NEW YORK NY 10021
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (212) 988-0394
Securities registered pursuant to section 12(b) of the Act:
NONE
Securities registered pursuant to section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the Exchange
Act 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 [ ]
Indicate by check mark if disclosure of delinquent filers in
response to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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As of January, 1996, there is no aggregate market value of the
voting stock held by non-affiliates of the registrant.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.
Class Outstanding as of January 10, 1996
-------------------- ---------------------------------
$0.001 PAR VALUE 1,020,000 SHARES
CLASS A COMMON STOCK
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
ITEM 1. BUSINESS
The Company was incorporated under the laws of Nevada on August 9,
1990 and is in the developmental stage. Its operations to date
have been limited to the sale of shares to Capital General
Corporation and CIFC Investments Pty Limited and the gifts of
shares to the giftees. The Company's operations to January 1996
have been limited to the process of investigating potential
business ventures which, in the opinion of management, will provide
a source of eventual profit to the Company. Such involvement may
take many forms, including the acquisition of an existing business
or the acquisition of assets to establish subsidiary businesses.
Coincident with a change in control in January 1996, the Company
raised $100,000 through the private placement of 20,000 restricted
shares at $5.00 each to raise initial working capital for the
Company. The Company intends to utilize these funds to explore
opportunities for the acquisition of technology based companies
looking to list in the United States.
At the time of preparation of this document the Company is involved
in negotiations for the acquisition of an Australian based
international radio technology business which are anticipated to
close within the next 4-6 weeks. There can, however, be no
assurance given that the negotiations will be concluded
successfully, or that even if the Company acquires the target
business, that it will be profitable.
Industry Narrative
- ------------------
The Company's stated industry target is the technology industry,
particularly concentrating on businesses with a USA/Australasia-
Pacific focus. The Company anticipates encountering significant
competition both in locating suitable businesses due to competition
from companies in similar positions, and having acquired a
business, in bringing the Company to profits.
Employees
- ---------
The Company has no salaried employees. The services of experienced
banking and administrative personnel, who handle the day to day
business activities of the Company and maintain its books and
records, are provided to the Company under management services
agreements with affiliated entities (See Item II - "Executive
Compensation")
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Offices
- -------
The Company maintains a registered office at 1800 East Sahara,
Suite 107, Las Vegas, Nevada 89104 USA (See Item 2 - "Properties")
The Company maintains an administrative office at 1204 Third
Avenue, Suite 172, New York NY 10021 USA (See Item 2 -
"Properties")
The Company maintains an Australasia-Pacific office at Level 2, 55
Hunter Street, Sydney NSW 2000 Australia (See Item 2 -
"Properties")
ITEM 2. PROPERTIES
The Company owns no properties and utilizes space on a rent-free
basis in the office of its principal shareholder, All Capital Funds
Pty Limited. This arrangement is expected to continue until such
earlier time as the Company becomes involved in a business venture
which necessitates its relocation, as to which no assurance can be
given. The Company has no agreements with respect to the
maintenance or future acquisition of office facilities, however, if
a successful merger/acquisition is negotiated, it is anticipated
that the office of the Company will be moved to that of the
acquired company.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matter was submitted to the Company's security holders for a
vote during the fiscal year ending December 31, 1995.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS
There currently is not a trading market for the Company's $.001 par
value common stock nor has there been a trading market for the
Company's stock since its inception.
As of January 1996, there were 379 record holders of the Company's
common stock. The Company has not previously declared or paid any
dividends on its common stock and does not anticipate declaring any
dividends in the foreseeable future.
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ITEM 6. SELECTED FINANCIAL DATA
Associated Technologies
Summary of Operations
December 1995
1995 1994 1993 1992 1991
Total Assets 0 0 0 0 0
Revenues 0 0 0 0 0
Operating 0 0 0 0 0
Expenses
Net Earnings 0 0 0 0 0
(Loss)
Per Share Data 0 0 0 0 0
Earnings (Loss)
Average Common 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
Shares Outstanding
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
General
- -------
Until January 1996, following the raising of $100,000 through the
sale of restricted stock, the Company has yet to engage in business
of any kind. Accordingly a comparison of prior years with the
current period and the year ended December 31, 1995 is not
conducive to an understanding of the Company's operations. The
Company's future lies in merging technology assets and businesses
under the Company's umbrella, however this does not assure the
Company's future earnings potential.
Financial Position
- ------------------
As of December 31, 1995 the Company had no assets or liabilities.
Following the sale of stock reported on January 10, 1996, the
Company has available funds of $ 100,000 with which it proposes to
explore business opportunities in the technology area.
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Ability of the Company to Continue
- ----------------------------------
The Company may seek additional capital from sources identified as
having an interest in the technology sector. Management may also
obtain equity funding through the sale of the Company's securities,
although there is no assurance that the Company will be able to
obtain this capital, and, if obtained, on what terms and in a
timely manner.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See ITEM 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table shows the positions held by the Company's
officers and directors. The directors will serve until their
successors have been elected and have qualified.
Name Age Position
Neil Alan GREEN 38 President & CEO Chairman
David Spenser STEVENS 70 Director & CFO Secretary
& Treasurer
Neil Alan Green - President, CEO, Director.
Mr. Green is an experienced public company director and company
secretary, having been involved in the Stock Exchange listing and
financial management of a wide variety of Australian companies over
the past ten years. He is currently, or has been, a director
and/or secretary of several listed Australian companies including
Walhalla Mining CO.NL, Magnet Group Limited, Fundamental Golf &
Leisure Limited, and Quiktrack Networks Limited.
Mr. Green is a qualified accountant and member of the Australian
Society of CPA'S. He is 38 years old, born in Sydney, Australia
with knowledge of and experience with Australian and US Securities
Laws and Stock Exchange requirements.
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He is a director and founding partner of All Capital Funds Pty
Limited, an investment banking business and Nighthawk Capital Inc.,
ACF's USA listed holding company.
David Spenser Stevens - Independent Director Finance.
David Stevens is a Chartered Accountant, and was a partner in a
major accountancy firm in the city of London before moving to
Australia with his family in 1965.
Since then he has worked as financial controller and as
director/company secretary in a wide variety of businesses,
including merchant banking, mining, primary industry, transport and
property development.
He currently works as an independent consultant and arts
administrator, and is a director of Hutchison Telecoms (the
Australian subsidiary of the Hutchison Whampoa Group of Hong Kong).
Mr. Stevens is a director of All Capital Funds Pty Limited and a
director of Nighthawk Capital Inc, ACF's USA listed holding
company.
ITEM 11. EXECUTIVE COMPENSATION
The Company has made no arrangements for the remuneration of its
officers and directors, except that they will be entitled to
receive reimbursement for actual, demonstrable out-of-pocket
expense, including travel expenses if any, made on the Company's
behalf in the investigation of business opportunities. No
remuneration has been paid to the Company's officers or directors
prior to the filing of this form. There are no agreements or
understandings with respect to the amount or remuneration that
officers and directors are expected to receive in the future.
Management takes no salaries from the Company and does not
anticipate receiving any salaries in the foreseeable future. No
present prediction or representation can be made as to the
compensation or other remuneration which may ultimately be paid to
the Company's management, since, upon the successful consummation
of a business opportunity, substantial changes may occur in the
structure of the Company and its management. At such time,
contracts may be negotiated with new management requiring the
payment of annual salaries or other forms of compensation not which
cannot presently be anticipated. Use of the term "new management"
is not intended to preclude the possibility that any of the present
officers or directors of the Company might be elected to serve in
the same or similar capacities upon the Company's decision to
participate in one or more business opportunities.
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All Capital Funds and the Company's management may benefit directly
or indirectly by payments of consulting fees, payment of finders
fees to others from All Capital Funds' consulting fees, sales of
insiders' stock positions in whole or in part to the private
company, the Company or management of the Company, or through the
payment of salaries, or any other methods of payments through which
insiders or current investors receive funds, stock, other assets or
anything of value whether tangible or intangible. There are no
plans, proposals, arrangements or understandings with respect to
the sale of additional securities to affiliates, current
shareholders or other prior to the location on a business
opportunity.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of January 10, 1996, information
regarding the beneficial ownership of shares by each person known
by the Company to own beneficially, more than 5% or more of the
outstanding shares by each of the directors and by the officers and
directors as a group.
Title Name and Address of Amount and Nature Percent
of Beneficial Owner of Beneficial of
Class Ownership Class
Common All Capital Funds Pty 250,000 shares 24.50%
Limited
Level 2, 55 Hunter Street,
Sydney NSW 2000
Australia
Common David R. Yeaman 192,000 shares 18.82%
3098 S. Highland Drive
Suite 460
Salt Lake City, Utah 84106
USA
Common Korley Limited 156,250 shares 15.30%
Suite 1104, 11th Floor
6-8 Pottinger Street
Central Hong Kong
Common Beleggingsmaatschappij 168,000 shares 16.50%
Groeigarant AW
Dominicanessenstraat 22
Orajestad, Aruba
Common CIFC Investments Pty Limited 113,750 shares 11.20%
Level 5, 151 Macquarie Street
Sydney NSW 2000
Australia<PAGE>
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Common Neil Alan Green (1) 250,000 shares 24.50%
100 Nh NE Street,
Oatley NSW 2223
Australia
Common David Spenser Stevens (1) 250,000 shares 24.50%
10 Western Avenue
North Manly NSW 2100
Australia
Common All Officers and Directors 250,000 shares 24.50%
as a Group (1)
(1) Shares of record beneficially owned by All Capital Funds Pty
Limited, of which Directors Neil Alan Green and David Spenser
Stevens are also Directors.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No officer, director, nominee for election as a director, or
associate of such officer, director or nominee is or has been in
debt to the Company during the last fiscal year. However, the
Company's officers, directors and major shareholder have made an
oral undertaking to make loans to the Company in amounts sufficient
to enable it to satisfy its reporting requirements and other
obligations incumbent on it as a public company, and to commence,
on a limited basis, the process of investigating possible merger
and acquisition candidates. The Company's status as a publicly-
held corporation may enhance its ability to locate potential
business ventures. The loans will be interest free and are
intended to be repaid at a future date if or when the Company shall
have received sufficient funds through any business acquisition.
The loans are intended to provide for the payment of filing fees,
professional fees, printing and copying fees and other
miscellaneous fees.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
Financial Statements and Financial Statement Schedules
- ------------------------------------------------------
Financial Statements - December 31, 1995, 1994 and 1993
Reports on form 8-K
- -------------------
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: January 25, 1996
ASSOCIATED TECHNOLOGIES
By: S\ Neil Alan Green
-----------------------------------
Neil Alan Green, President, CEO & Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
S\ Neil Alan Green President, CEO & January 25, 1996
- ------------------------ Director
Neil Alan Green
S\ David Spenser Stevens Treasurer & CFO January 25, 1996
- ------------------------ Secretary & Director
David Spenser Stevens
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SMITH & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: CRANDALL BUILDING SUITE 700
AMERICAN INSTITUTE OF 10 WEST 100 SOUTH
CERTIFIED PUBLIC ACCOUNTANTS SALT LAKE CITY, UTAH 84101
UTAH ASSOCIATION OF TELEPHONE: (801) 575-8297
CERTIFIED PUBLIC ACCOUNTANTS FACSIMILE: (801) 575-8306
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Associated Technologies (A Development Stage Company)
We have audited the accompanying balance sheets of Associated
Technologies (a development stage company) as of December 31, 1995
and 1994, and the related statements of operations, changes in
stockholders' equity, and cash flows for the years ended December
31, 1995, 1994 and 1993 and for the period of August 9, 1990 (date
of inception) to December 31, 1995. These financial statements are
the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Associated Technologies (a development stage company) as of
December 31, 1995 and 1994 and the results of its operations,
changes in stockholders' equity and its cash flows for the years
ended December 31, 1995, 1994 and 1993 and for the period of August
9, 1990 (date of inception) to December 31, 1995 in conformity with
generally accepted accounting principles.
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
January 10, 1996<PAGE>
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ASSOCIATED TECHNOLOGIES
(A Development Stage Company)
BALANCE SHEETS
12/31/95 12/31/94
-------- --------
ASSETS
------
CURRENT ASSETS
Cash in bank $ - 0 - $ - 0 -
------------- -----------
TOTAL CURRENT ASSETS - 0 - - 0 -
------------- -----------
$ - 0 - $ - 0 -
============= ============
LIABILITIES & EQUITY
--------------------
CURRENT LIABILITIES
Accounts payable $ - 0 - $ - 0 -
------------- ------------
TOTAL CURRENT LIABILITIES - 0 - - 0 -
STOCKHOLDERS' EQUITY
Common Stock $.001 par value:
Authorized - 25,000,000 shares
Issued and outstanding
1,000,000 shares 1,000 1,000
Deficit accumulated during
the development stage (1,000) (1,000)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY - 0 - - 0 -
------------- -------------
$ - 0 - $ - 0 -
============= =============
See Notes to Financial Statements.
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ASSOCIATED TECHNOLOGIES
(A Development Stage Company)
STATEMENTS OF OPERATIONS
8/9/90
Year Year Year (Date of
ended ended ended inception) to
12/31/95 12/31/94 12/31/93 12/31/95
Net sales $ - 0 - $ - 0 - $ - 0 - $ - 0 -
Cost of sales - 0 - - 0 - - 0 - - 0 -
--------- --------- ---------- ----------
GROSS PROFIT - 0 - - 0 - - 0 - - 0 -
General &
administrative
expenses - 0 - - 0 - - 0 - 1,000
----------- --------- ---------- ----------
NET LOSS $ - 0 - $ - 0 - $ - 0 - $ (1,000)
=========== ========= ========== ==========
Net income
(loss) per
weighted
average share $ .00 $ .00 $ .00
=========== ========= ==========
Weighted average
number of common
shares used to
compute net
income (loss) per
weighted average
share 1,000,000 1,000,000 1,000,000
=========== ========= ==========
See Notes to Financial Statements.
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ASSOCIATED TECHNOLOGIES
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock During
Par Value $0.001 Development
Shares Amount Stage
Balances at 8/9/90
(Date of inception) - 0 - $ - 0 - $ - 0 -
Issuance of common
stock (restricted)
at $.001 per share
at 8/9/90 1,000,000 1,000 - 0 -
Net loss for period (1,000)
--------- ---------- ------------
Balances at 12/31/90 1,000,000 1,000 (1,000)
Net income for year - 0 -
--------- ---------- ------------
Balances at 12/31/91 1,000,000 1,000 (1,000)
Net income for year - 0 -
--------- ---------- ------------
Balances at 12/31/92 1,000,000 1,000 (1,000)
Net income for year - 0 -
--------- ---------- ------------
Balances at 12/31/93 1,000,000 1,000 (1,000)
Net income for year - 0 -
--------- ---------- ------------
Balances at 12/31/94 1,000,000 1,000 (1,000)
Net income for year - 0 -
--------- ---------- ------------
Balances at 12/31/95 1,000,000 1,000 (1,000)
========= ========== ============
See Notes to Financial Statements.
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ASSOCIATED TECHNOLOGIES
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
8/9/90
Year Year Year (Date of
ended ended ended inception) to
12/31/95 12/31/94 12/31/93 12/31/95
OPERATING ACTIVITIES
Net income (loss) $ - 0 - $ - 0 - $ - 0 - $ (1,000)
Adjustments to
reconcile net
income (loss) to
cash used by
operating
activities - 0 - - 0 - - 0 - - 0 -
--------- --------- ---------- ----------
NET CASH USED
BY OPERATING
ACTIVITIES $ - 0 - $ - 0 - $ - 0 - $ (1,000)
INVESTING
ACTIVITIES $ - 0 - $ - 0 - $ - 0 - $ - 0 -
--------- --------- ---------- ----------
NET CASH USED
BY OPERATING
ACTIVITIES $ - 0 - $ - 0 - $ - 0 - $ - 0 -
FINANCING ACTIVITIES
Proceeds from sale
of common stock $ - 0 - $ - 0 - $ - 0 - $ 1,000
--------- --------- ---------- ----------
NET CASH PROVIDED
BY FINANCING
ACTIVITIES $ - 0 - $ - 0 - $ - 0 - $ 1,000
--------- --------- ---------- ----------
INCREASE IN CASH AND
CASH EQUIVALENTS $ - 0 - $ - 0 - $ - 0 - $ - 0 -
Cash and cash
equivalents at
beginning of year $ - 0 - $ - 0 - $ - 0 - $ - 0 -
--------- --------- ---------- ----------
CASH AND CASH
EQUIVALENTS AT END
OF YEAR $ - 0 - $ - 0 - $ - 0 - $ - 0 -
========= ========= ========== ==========
See Notes to Financial Statements.
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ASSOCIATED TECHNOLOGIES
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Accounting Methods:
------------------
The Company recognizes income and expenses based on the
accrual method of accounting.
Dividend Policy:
---------------
The Company has not yet adopted any policy regarding
payment of dividends.
Income Taxes:
------------
The Company records the income tax effect of transactions
in the same year that the transactions enter into the
determination of income, regardless of when the
transactions are recognized for tax purposes. Tax
credits are recorded in the year realized. Since the
Company has not yet realized income as of the date of
this report, no provision for income taxes has been made.
In February, 1992, the Financial Accounting Standards
Board adopted Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes, which supersedes
substantially all existing authoritative literature for
accounting for income taxes and requires deferred tax
balances to be adjusted to reflect the tax rates in
effect when those amounts are expected to become payable
or refundable. The Statement was applied in the
Company's financial statements for the fiscal year
commencing January 1, 1993. At December 31, 1995 a
deferred tax asset has not been recorded due to the
Company's lack of operations to provide income to use the
net operating loss carryover of $1,000 which will expire
December 31, 2005.
NOTE 2: DEVELOPMENT STAGE COMPANY
The Company was incorporated under the laws of the State
of Nevada on August 9, 1990 and has been in the
development stage since incorporation.
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NOTE 3: CAPITALIZATION
On the date of incorporation, the Company sold 1,000,000
shares of its common stock to Capital General Corporation
for $1,000 cash for an average consideration of $.001 per
share. The Company's authorized stock includes
25,000,000 shares of common stock at $.001 par value.
NOTE 4: RELATED PARTY TRANSACTIONS
The Company neither owns or leases any real property.
Office services are provided, without charge, by Capital
General Corporation. Such costs are immaterial to the
financial statements, and, accordingly, have not been
reflected therein. The officers and directors of the
Company are involved in other business activities and
may, in the future, become involved in other business
opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in
selecting between the Company and their other business
interests. The Company has not formulated a policy for
the resolution of such conflicts.
NOTE 5: SUBSEQUENT EVENTS
Subsequent to December 31, 1995, the Company had a change
in control and a chance of officers and directors. The
Company is currently seeking new business ventures to
operate.
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Exhibit G
Form 10-K for Year Ended
December 31, 1996
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark one)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 33-55254-45
ASSOCIATED TECHNOLOGIES
(Exact name of registrant as specified in its charter)
NEVADA 87-0485306
- ------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organisation) Identification No.)
1204 THIRD AVENUE, SUITE 172 NEW YORK, NY 10021
- -------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code:(212) 988-0394
Securities registered pursuant to section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act 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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers in
response to Item 40 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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As of April 10, 1997 the aggregate market value of the voting stock
held by non-affiliates computed by reference to the price at which
the stock was sold or the average bid and ask price of such stock
was $3,463,650
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.
Outstanding as of
Class March 5, 1997
- -------------------------------------------------------------------
$0.001 PAR VALUE CLASS A COMMON STOCK 2,148,000
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
- -------------------------------------------------------------------
ITEM 1. DESCRIPTION OF BUSINESS
- -------------------------------------------------------------------
Corporate Strategy
Associated Technologies ("ASCT") was originally incorporated on the
9th of August 1990 under the laws of the State of Nevada. A
subsequent change in control of the company and the appointment of
a new board of directors occurred on the 10th of January 1996.
On that date, ASCT entered into an investment banking agreement
with Sydney investment banker First Sydney Capital Limited, with
the intent to acquire specialist technology companies with existing
interests and growth strategies in the substantial markets of Asia
and the Pacific Basin.
The Pacific Rim countries are the fastest growing economies in the
world. These include Australia and New Zealand, the "Tiger"
economies of South East and North East Asia, several NIE's (newly
industrialising countries) and the NAFTA countries (North American
Free Trade Association).
Rapid growth in these countries has led to a demand for advanced
technology and products to establish or enhance telecommunications
infrastructure, of which broadcasting systems are an important
component.
The business of NASD OTC Bulletin Board listed company ASCT, is the
identification and acquisition of technological assets which are
undervalued in their country of origin and which, by accessing the
US capital markets and Pacific Rim consumer end-markets, can
generate substantial shareholder wealth.
Ogenic Technologies Pty Ltd ("Ogenic") is a wholly owned subsidiary
of ASCT and represents the first acquisition of assets which will
be used to profit from high growth, Pacific Rim telecommunications,
information technology, broadcast and commercial entertainment
markets.
<PAGE>
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General
- ----------
On 28th June, 1996, the company acquired all of the issued and
outstanding capital of Ogenic, an Australian based operating
company which develops and manufactures both analogue and digital
radio broadcasting equipment and software. Ogenic was acquired
following the completion of a creditor protection administration
(the Australian equivalent of chapter XI re-organisation)
controlled by Ernst & Young. The acquisition was funded by and
promoted by Chancellor Group Inc. with First Sydney Capital.
Subsequent to the appointment of the Administrator, Ogenic sought
legal redress against the former directors of the company for
breaches of fiduciary duty which were instrumental in causing
Ogenic's liquidity problems. Ogenic has since been awarded
judgment against these directors in all 10 pleas sought and
compensation has been paid by the directors and applied against the
costs of the action.
The Company's immediate future is its investment in Ogenic
Technologies, which is developing digital sound solutions and
products and in bringing these products to the market progressively
over the next 2 years.
As stated in the June quarter report, Ogenic had obtained approval
from the Industry Research and Development Board for funding via an
R&D syndication. This first syndication was bought to a close by a
change of government policy which abolished existing tax
concessions. As a result of significant lobbying of members of the
Australian Parliament the syndication proposals of Ogenic were
reinstated. A successful outcome will result in funding of US$1.7
million for research and development over the next two years.
In addition and separate to the above, Ogenic has commenced the
preparation of an information memorandum to raise US $4.8 million
by means of an Australian tax effective investment structure. The
fundraiser for this project is Main Camp Limited who are also
shareholders of AT. Main Camp Limited have raised US $200 million
under such structures since 1995. Under this program the first
tranche of funding is due in the first week of July 1997. The
investors will receive a return by means of a royalty on product
sales developed under this funding program.
Future Development - OGENIC TECHNOLOGIES PTY LTD - ASCT's First
Acquisition
Ogenic has held a strong position in the Australian marketplace for
over 21 years and in recent times, it has expanded into Asia with
its first sales into Singapore and Hong Kong.
<PAGE>
<PAGE>
Ogenic plans to focus its broadcast industry expansion towards the
developing Asian markets such as China, India, Philippines,
Thailand and Indonesia which require traditional robust audio
broadcasting products. Using a digital product range, Ogenic plans
to enter the more sophisticated and competitive markets in Asia
such as Singapore and Hong Kong and then expand into Europe and the
USA.
As mentioned above, Ogenic has embarked upon an R&D program to
upgrade its existing computerised station management products into
a range of all digital audio broadcasting products to be known as
the Virtual Interactive Radio Station ("VIRS"). The first of these
products is Virtuoso(TM), a state of the art PC playout system.
Virtuoso(TM) is to be sold as a stand-alone product and will also
form a module within the suite of VIRS products. The VIRS product
range is expected to be the first fully integrated, all digital
radio station to include DAB-FootNot1- capability, Internet
connection for sales, rental and broadcasting of sound files,
automatic listener voice interactive modules and extensive systems
management software.
From the development of the VIRS product range, additional products
are planned for use as audio-on-demand distribution hubs and fully
automated multi-service playout systems for the entertainment
industry.
With this digital product range, Ogenic will enter Australia and
the more sophisticated and commercial markets in Asia (such as
Singapore and Hong Kong) and then expand into the USA and Europe.
Technology upgrades for existing radio stations in these countries
from AM/FM equipment to "DAB" and station management systems, are
expected to be in the region of US $1.7 billion over the following
10 years.
New Products For New Market Places
- -----------------------------------
Ogenic plans to expand its software range to suit the requirement
of the hotel and commercial entertainment industries. Such
modifications are considered technically minor and early market
entry could occur by the last quarter of 1997. Market penetration
is due to commence in Australia followed by the US and Europe.
Preliminary estimates of market size for these applications of
Ogenic's products and associated hardware, are $8.32 -Footnot 2-
billion per annum. Accepting the newness of these products,
Ogenic's estimates of the total qualified market size from 1997 to
2001, indicate the said market capital expenditure of US $330
million.
<PAGE>
<PAGE>
Ogenic Staff
- -------------
Ogenic has a team of 30 people, the majority of whom are in their
30's. This team is projected to expand to 40 full time staff over
the next three years, with contractors adding an extra 20 during
peak R&D periods.
- --------
1 Digital Audio Broadcasting
2 Based on Ogenic's business plan growth strategy of technology
ranging from 4 years in Australia and the USA, to 15 years in
less developed countries.
Ogenic Facilities
- --------------------
Ogenic has a 5 year lease on an office and production facility of
15,780 square feet on 2.77 acres of land near the international
airport in Perth, Western Australia. This represents an adequate
area for Ogenic's requirements over this period.
Corporate Objectives
- ----------------------
Ogenic's corporate objectives are as follows:
- - Target the high growth Pacific Rim telecommunications,
broadcasting commercial entertainment markets.
- - Access the US capital markets which have become global in
scope.
- - Use the convergence of telecommunications, information
technology and broadcast technologies to redesign existing
product and produce and market systems integration products.
- - To facilitate the sale or rental of sound files to commercial
and consumer end-users via the Internet and Cable mediums.
- - To be a market focused and innovative developer of software
for the broadcast and entertainment industries.
- - To achieve strong and consistent corporate growth.
For further information review www.ogenic.com.au
Industry Narrative
- -------------------
The Company's stated industry target is the technology industry,
particularly concentrating on businesses with a USA/Australasia-
Pacific focus. The Company anticipates encountering significant
competition both in locating other suitable businesses due to
competition from companies in similar positions, and having
acquired additional businesses in bringing the company to a
profitable status.<PAGE>
<PAGE>
Employees
- ------------
Associated Technologies has no salaried employees. The services of
experienced banking and administrative personnel, who handle the
day to day business activities of the Company and maintain its
books and records, are provided to the Company by related parties
(See Item 11 - "Executive Compensation").
Offices
- -----------
The company maintains a registered office at 1800 East Sahara,
Suite 107, Las Vegas, Nevada 89104 USA (See Item 2 - "Properties").
The Company maintains an administrative office at 1204 Third
Avenue, Suite 172, New York NY 10021 USA (See Item 2 -
"Properties").
The Company maintains an Australasian-Pacific office at Level 5,
151 Macquarie Street, Sydney NSW 2000 Australia (See Item 2 -
"Properties").
Ogenic maintains offices and manufacturing facilities at 34 Great
Eastern Highway, South Guildford, Western Australia.
- -------------------------------------------------------------------
ITEM 2. PROPERTIES
- -------------------------------------------------------------------
The Company owns no properties and utilises space on a rent-free
basis in the office of one of its principal shareholders, First
Sydney Capital. This arrangement is expected to continue for the
foreseeable future. The Company has no agreements with respect to
the maintenance or future acquisition of office facilities,
however, following the successful acquisition of Ogenic, it is
anticipated that the office of the Company will be moved in the
medium term.
- ------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS
- ------------------------------------------------------------------
None.
- ------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
- -------------------------------------------------------------------
No matter was submitted to the Company's security holders for a
vote during the fiscal year ending December 31, 1996.
<PAGE>
<PAGE>
- ------------------------------------------------------------------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS
- -------------------------------------------------------------------
The Company's $0.001 par value common stock commenced trading in
July 1996.
As of February 1997, there were 400 record holders of the Company's
common stock. The Company has not previously declared or paid any
dividends on its common stock and does not anticipate declaring any
dividends in the foreseeable future.
The trading market for the Company's $.001 par value common stock
commenced in July 1996 on the NASDAQ Bulletin Board. In the period
between commencement of trading and April 1997 the shares have
traded in the range of $0.50 to $7.50.
The information below was provided by brokers and does not
necessarily represent prices of actual sales of the Company's
common stock, nor does it take into account any brokerage
discounts, commissions, or fees.
Quarter High Bid High Ask Low Bid Low Ask
- ----------- ----------- ---------- --------- ---------
First 1996 $ .00 $ .00 $ .00 $ .00
Second 1996 .00 .00 .00 .00
Third 1996 7.00 7.50 .00 .00
Fourth 1996 7.00 7.50 3.00 3.375
<PAGE>
<PAGE>
- ------------------------------------------------------------------
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------------------------------------------
Associated Technologies
Summary of Operations
December 1996
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
--------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Total Assets 1,260,850 0 0 0 0
Revenues 459,883 0 0 0 0
Operating
Expenses 1,785,631 0 0 0 0
Net Earnings
(Loss) (2,644,052) 0 0 0 0
Per Share Data
Earnings (Loss) (1.88) 0 0 0 0
Average Common
Shares 1,409,414 1,000,000 1,000,000 1,000,000 1,000,000
Outstanding
</TABLE>
- ------------------------------------------------------------------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- -------------------------------------------------------------------
Financial Position
As of December 31 1996, the company had total assets of $1.26
million. These assets exclude goodwill of $845,012 representing
the excess of liabilities over assets acquired by the company when
purchasing Ogenic. This goodwill on acquisition has been written
off in the year. However, total assets does include $750,000 in
prepaid expenses relating to the proposed US $4.8 million funded R
& D program. Current liabilities consisting of accounts payable
and accrued liabilities are approximately $573,321 and other
liabilities of approximately $500,321 relate to loans advanced to
the company or its subsidiary by shareholders.
<PAGE>
<PAGE>
Ability of the Company to Continue
- -------------------------------------
At the date of this report, funding for the Company's immediate
needs is being negotiated through a US based merchant bank and is
expected to be finalised within the next few weeks.
Funding for Ogenic's various R&D and commercialisation projects are
expected to be forthcoming from private investors under two
separate funding programs. Sales generated from the company's
existing and newly developed project range are expected to be cash
positive and provide additional working capital finance.
It is not intended at this stage that any further funds will be
sought from the market.
- ------------------------------------------------------------------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------------------------------------------------------------------
See ITEM 14.
- -------------------------------------------------------------------
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
- -------------------------------------------------------------------
On April 10, 1997 the Company's prior auditors, Smith & Company
resigned.
Neither of Smith & Company's reports on the financial statements
for the past two years contained an adverse opinion or disclaimer
of opinion, or was modified as to uncertainty, audit scope or
accounting principles.
There were no disagreements between Smith & Company and the Company
on any matter of accounting principles, financial statement
disclosure or auditing scope or procedure during the two most
recent fiscal years and through the present date.
None of the items of Regulation S-K Section 229.304 items
(a)(1)(v)(A) through (D) are applicable.
<PAGE>
<PAGE>
PART III
- ------------------------------------------------------------------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
- -------------------------------------------------------------------
The following table shows the positions held by the Company's
officers and directors. The directors will serve until their
successors have been elected and have qualified.
Name Position
Alan James GALLAGHER (Acting) President &
CEO Chairman
Deryck Fletcher Gow GRAHAM Vice President
Leonard Noel McDOWALL Director & CFO
Secretary & Treasurer
Alan James Gallagher
(Acting) President
Mr. Gallagher is a lawyer, accountant and company secretary with
over thirty years commercial experience including directorships of
public and private companies. He holds degrees in law and
accounting and has undertaken courses covering company secretarial
duties and management, and is a member of tax and banking
institutes.
During a career spanning twenty years with Westpac Banking
Corporation of Australia, he filled many positions in areas such as
Staff Research and Industrial Relations as Senior Legal Officer,
Manager Corporate Finance and Assistant Chief Accountant. Mr.
Gallagher entered private legal practice as Managing Partner of the
Sydney, Australia CBD firm Barwick & Co., where he practised law in
the fields of commerce, banking and taxation until 1990, during
which time he filled a number of outside positions including
treasurer of the Medico-Legal Society. He is now Managing Director
of Main Camp Management Pty Ltd, a specialist funding organisation.
Deryck Fletcher Gow Graham
Vice President
Mr. Graham has been in senior management positions in Australian
public companies for 10 years and in the capacity of executive
director for 7 years. He has been on the board of private companies
for the past 15 years. During his employ as executive director of
Eagle Aircraft Australia Ltd, Mr. Graham was responsible for the
organisation's marketing and public relations in addition to
overviewing and reporting to the board on Ogenic's administrative
operations.
<PAGE>
<PAGE>
He has had extensive experience with dealing at board and
ministerial levels with South East Asian and Australian companies
and governments and has established substantial joint ventures with
the Malaysian Government and the Petronas Oil Company of Malaysia.
Mr. Graham's industry experience spans real estate, mining,
aerospace manufacturing, electronics and software. In addition to
Mr. Graham's corporate experience, his management style is strongly
founded on marketing and promotion. He has a Diploma of Company
Directorship, numerous marketing certificates and is a member of
the Australian Institute of Company Directors. Mr. Graham is
currently Managing Director of Ogenic, ASCT's wholly owned
subsidiary.
Leonard Noel McDowall
Director, Treasurer and CFO
Mr. McDowall has been a Chartered Accountant for over 25 years,
most of those as inaugural Chairman and Managing Partner of Bird
Cameron, Chartered Accountants, which employed 1000 people in 50
offices in Australia and Hong Kong. Mr. McDowall established Bird
Cameron's Mergers and Acquisitions division in 1987.
He has substantial experience in all facets of financial management
with particular emphasis on structuring and negotiation of joint
ventures and capital raisings. Following his retirement from the
accounting profession, he established the Australian Investment
Bank, Ausyork Securities Limited which merged with First Sydney
Capital Limited, of which he is Managing Director.
- ------------------------------------------------------------------
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------------------------------------------
The following directors receive remuneration: (a) Deryck Graham as
Managing Director of Ogenic Technologies receives remuneration of
$82,950 in that capacity; (b) Len McDowall received directors fees
of $15,800 paid from Ogenic Technologies.
The Company has made no other arrangements for the remuneration of
its officers and directors, except that they will be entitled to
receive reimbursement for actual, demonstrable out-of-pocket
expense, including travel expenses if any, made on the Company's
behalf in the investigation of business opportunities and others.
No remuneration has been paid to the Company's officers or
directors prior to the filing of this form. There are no agreements
or understandings with respect to the amount or remuneration that
officers and directors are expected to receive in the future. No
present prediction or representation can be made as to the
compensation or other remuneration which may ultimately be paid to
the Company's management, since upon the successful consummation of
a business opportunity, substantial changes may occur in the<PAGE>
<PAGE>
structure of the Company and its management. At such time,
contracts may be negotiated with new management requiring the
payment of annual salaries or other forms of compensation which
cannot presently be anticipated. Use of the term "new management"
is not intended to preclude the possibility that any of the present
officers or directors of the company might be elected to serve in
the same or similar capacities upon the Company's decision to
participate in other business opportunities.
There are no plans, proposals, arrangements or understandings with
respect to the sale of additional securities to affiliates, current
shareholders or other prior to the location of a business
opportunity.
- ------------------------------------------------------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
- ------------------------------------------------------------------
The following table sets forth, as of April 10, 1997, information
regarding the beneficial ownership of shares by each person known
by the Company to own beneficially, more than 5% or more of the
outstanding shares by each of the directors and officers and by the
directors and officers as a group.
<TABLE>
<CAPTION>
Title Name and Address of Amount and Nature Percent
of Beneficial Owner of Beneficial of
Class Ownership Class
- -----------------------------------------------------------------
<S> <C> <C> <C>
Common Business and Research
Management Pty Ltd 150,000(1) 7%
Level 1, 96 Tamar Street
Ballina NSW 2478
Common FYEO AVV 400,000 18.6%
Dominicanessenstraat 22
Oranjested, Aruba
Common First Sydney Investments
Pty Ltd 150,000(2) 7%
Level 5, 151 Macquarie Street
Sydney NSW 2000
Common Four Star Ranch Inc. 177,900 8.3%
3098 S Highland Drive
Suite 460
Salt Lake City UT 84106<PAGE>
<PAGE>
Common Salter Power Shervington 110,000(3) 5.11%
(ATF Ogenic Limited)
52 Ord Street,
West Perth WA 6005, Australia
Common Alan Gallagher 0(1) 0.00%
Level 1, 85 Tamar Street
Ballina NSW 2478
Common Len McDowall 0(2) 0.00%
48 Moncur Street
Woollahra NSW 2025
Common Deryck Graham 0(3) 0.00%
22B John Street
North Fremantle WA 6159
All Officers and Directors
as a group 110,000 5.11%
(3 persons)
</TABLE>
(1) Mr. Gallagher is part of Business and Research but does not
control the entity.
(2) Mr. McDowall is part of First Sydney but does not control the
entity.
(3) Mr. Graham has an interest in Ogenic Limited which is
beneficial owner of the Salter shares.
- ------------------------------------------------------------------
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------------------------------------------------------------------
No officer, director, nominee for election as a director, or
associates of such officers, director or nominee is or has been in
debt to the Company during the last fiscal year. However, the
Company's major shareholders have made oral undertakings to make
loans to the Company in amounts sufficient to enable it to satisfy
its reporting requirements and other obligations incumbent on it as
a public company, and to fund both the day to day operations of its
subsidiaries and, on a limited basis, the process of investigating
possible merger and acquisition candidates. The Company's status
as a publicly-held corporation may enhance its ability to locate
potential business ventures. The loans will be interest free and
are intended to be repaid at a future date, if or when the Company
shall have received sufficient funds through any business
acquisition.
<PAGE>
<PAGE>
The loans are intended to provide for the payment of filing fees,
professional fees, printing and copying fees and other
miscellaneous fees and on-lending to its new wholly owned
subsidiary Ogenic for operating expenses.
- ------------------------------------------------------------------
ITEM 14. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------
Financial Statements and Financial Statement Schedules
- -------------------------------------------------------
Financial Statements - December 31, 1996, 1995, 1994
The following exhibit is included:
(27) Financial Data Summary
Reports on Form 8-K
- ----------------------
Not applicable
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 authorised.
Date: 15 April, 1997
ASSOCIATED TECHNOLOGIES
By: /S/ Alan Gallagher
---------------------------------------------
Alan Gallagher, President, CEO & Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
/S/ Alan Gallagher President, CEO & 15 April, 1997
- -------------------- Directors
Alan Gallagher
/S/ Leonard McDowall Treasurer & CEO 15 April, 1997
- ---------------------- Secretary & Director
Leonard McDowall
<PAGE>
<PAGE>
STANTON PARTNERS
5 ORD STREET
WEST PERTH 6005
WESTERN AUSTRALIA
Telephone Number: (09) 481-3144
Facsimile: (09) 321-1204
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Associated Technologies
We have audited the accompanying consolidated balance sheets of
Associated Technologies as of December 31, 1996 and 1995, and the
related consolidated statements of operations, changes in
stockholders' equity (deficit), and consolidated cash flows for the
years ended December 31, 1996, 1995, and 1994 and for the period of
August 9, 1990 (date of inception) to December 31, 1996. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with general accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall consolidated financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Associated Technologies as of December 31,
1996 and 1995, and the consolidated results of its operations,
changes in stockholders' equity (deficit) and its consolidated cash
flows for the years ended December 31, 1996, 1995, and 1994 and for
the period of August 9, 1990 (date of inception) to December 31,
1996 in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been
prepared assuming that the Company and its subsidiary will continue
as a going concern. As shown in the consolidated financial
statements, the Company and its subsidiary has a consolidated
working capital deficiency of $186,864 at December 31, 1996 and a
consolidated accumulated deficit of $2,645,052. The Company and
its subsidiary have suffered losses from operations and have a
substantial need for working capital.<PAGE>
<PAGE>
This raises substantial doubt about the Company's and its
subsidiary's ability to continue as a going concern. Managements'
plans in regard to these matters are described in Note 1 (o) to the
consolidated financial statements. The accompanying financial
statements do not include any adjustments that may result from the
outcome of this uncertainty.
The value of the asset, Prepayment totalling $750,000 as referred
to in Note 8 is dependent upon the Company's agent successfully
raising funds in the near future as envisaged and referred to in
Note 1 (o) to the consolidated financial statements.
Stanton Partners
Public Accountants
/s/ Stanton Partners
Perth, Western Australia
April 15, 1997
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31 1996
<TABLE>
<CAPTION>
ASSETS
- ---------- Notes 12/31/96 12/31/95
-------------- ---------- -------------
CURRENT ASSETS
<S> <C> <C> <C>
Cash $ 18,054 $ 0
Accounts receivable 6 181,341 0
Inventories 7 187,062 0
Prepaid expenses 8 759,051 0
---------------- ---------
TOTAL CURRENT ASSETS 1,145,508 0
----------------- ---------
PROPERTY, PLANT, AND EQUIPMENT
Equipment 10 425,003 0
Accumulated
depreciation and
amortization (309,661) 0
-------------- ------------
NET PROPERTY, PLANT, AND EQUIPMENT 115,342 0
-------------- ------------
GOODWILL 11 0 0
-------------- ------------
0 0
-------------- ------------
TOTAL ASSETS $ 1,260,850 $ 0
============== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 155,256 $ 0
Accrued expenses 12 324,287 0
Loans 13 66,562 0
Provisions 14 27,216 0
-------------- ----------
TOTAL CURRENT LIABILITIES 573,321 0
-------------- ----------
LONG-TERM LIABILITIES 15 500,321 0
-------------- ----------
TOTAL LIABILITIES 1,073,642 0<PAGE>
<PAGE>
SHAREHOLDERS' EQUITY
Common stock par value $.001:
25,000,000 shares authorized; 2,148,000
shares issued(1,000,000 at 12/31/95)
2,148 1,000
Additional paid-in capital 2,830,112 0
(Deficit) accumulated (2,645,052) (1,000)
-------------- -----------
TOTAL SHAREHOLDERS' EQUITY 187,208 0
---------------- ----------
$1,260,850 $ 0
================= ==========
</TABLE>
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
Consolidated 8/9/90 (date of
Year ended inception) to
Notes 12/31/96 12/31/95 12/31/94 12/31/96
-------- -------- ----------- --------- ---------------
<S> <C> <C> <C> <C> <C>
Operating
revenue 2 $ 459,883 $ 0 $ 0 $ 459,883
Cost of sales 358,118 0 0 358,118
------------- ---------- -------- ----------------
GROSS PROFIT 101,765 0 0 101,765
General and
administrative
expenses (1,785,631) 0 0 (1,786,631)
--------------- --------- --------- -------------
Loss before
other items (1,683,866) 0 0 (1,684,866)
Other items 3 (960,186) 0 0 (960,186)
INCOME (LOSS) BEFORE
INCOME TAXES 4 (2,644,052) 0 0 (2,645,052)
PROVISION FOR INCOME
TAXES 0 0 0 0
--------------- --------- ---------- ------------
NET INCOME
(LOSS) $ (2,644,052) $ 0 $ 0 $(2,645,052)
=============== ========= ========= ==============
INCOME (LOSS)
PER COMMON
SHARE
Net income (loss) per weighted
average common share outstanding-
ordinary $ (1.34) $ 0 $ 0
=============== ========== =========
Net income (loss) after other items per
weighted average common share outstanding-
ordinary $ (1.88) $ 0 $ 0
=============== ========== =========<PAGE>
<PAGE>
Weighted average number of
common shares outstanding
1,409,414 1,000,000 1,000,000
=============== ========== ===============
</TABLE>
Note: The consolidated accounts for the economic entity includes
the results of Ogenic Technologies Pty Ltd for the period from June
29, 1996 to December 31, 1996. Details of the operating results of
the subsidiary for the full financial year are provided on page 15.
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
STATEMENTS OF OPERATIONS OF OGENIC TECHNOLOGIES PTY LTD
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Year Ended
--------------------------
12/31/96 12/31/95
--------- ---------
<C> <C> <C>
Operating revenue 2 $ 599,224 $ 2,912,742
Cost of sales (495,975) (1,488,945)
---------- ------------
GROSS PROFIT 103,249 1,423,797
General and administrative
expenses (1,235,382) (4,091,942)
------------ ------------
Loss before other items (1,132,133) (2,668,145)
------------ ------------
Abnormal Items 3 193,745 (1,580,949)
INCOME (LOSS) BEFORE
INCOME TAXES 4 (938,388) (4,249,094)
PROVISION FOR INCOME TAXES 0 0
------------ ------------
NET INCOME (LOSS) $ (938,388) $(4,249,094)
============ ============
</TABLE>
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
COMBINED STATEMENTS OF OPERATIONS OF ASSOCIATED
TECHNOLOGIES AND OGENIC TECHNOLOGIES PTY LTD FOR THE
YEAR ENDED DECEMBER 31 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Year Ended
----------------------------------
12/31/96 12/31/95
-------------- ----------------
<S> <C> <C> <C>
Operating revenue 2 $ 599,224 $ 2,912,742
Cost of sales (495,975) (1,488,945)
-------------- ----------------
GROSS PROFIT 103,249 1,423,797
General and administrative
expenses (2,720,184) (4,091,942)
-------------- -----------------
Loss before other items (2,616,935) (2,668,145)
-------------- -----------------
Other Items 3 193,745 (1,580,949)
INCOME (LOSS) BEFORE
INCOME TAXES 4 (2,423,190) (4,249,094)
PROVISION FOR INCOME TAXES 0 0
-------------- ------------------
NET INCOME (LOSS) $ (2,423,190) $ (4,249,094)
============== ==================
</TABLE>
The above statement includes the operating results of AT and Ogenic
as if they had been grouped throughout the year and excludes any
adjustments on consolidation.
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
PERIOD FROM AUGUST 9, 1990 (DATE OF INCEPTION)
TO DECEMBER 31, 1996
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During
Common Stock Paid In Development
Shares Amount Capital Stage
------- --------- -------------- -------------
<S> <C> <C> <C> <C>
Balances at 8/9/90
(Date of Inception) $ 0 $ 0 $ 0 $ 0
Issuance of common
stock (restricted)
at $.001 per share
at 8/9/90 1,000,000 1,000 0 0
Net loss for period - - - (1,000)
---------- --------- ----------- ------------
Balances at
12/31/90 1,000,000 1,000 0 (1,000)
Net income for year - - - -
---------- --------- ----------- ------------
Balances at
12/31/91 1,000,000 1,000 0 (1,000)
Net income for year - - - -
---------- --------- ----------- ------------
Balances at
12/31/92 1,000,000 1,000 0 (1,000)
Net income for year - - - -
----------- ----------- ----------- -----------
Balances at
12/31/93 1,000,000 1,000 0 (1,000)
Net income for year - - - -
----------- ----------- ----------- ----------
Balances at
12/31/94 1,000,000 1,000 0 (1,000)
Net income for year - - - -
----------- ----------- ----------- ---------
<PAGE>
<PAGE>
Balances at
12/31/95 1,000,000 1,000 0 (1,000)
Issuance of
common stock
(restricted) at
$5.00 per share
for cash at
1/10/96 20,000 20 99,980
Issuance of common
stock (80,000
Regulation S and
100,000 restricted)
at $0.001 per
share to acquire
subsidiary and
associated
intercompany
debt at 6/28/96 180,000 180 0
Issuance of
common stock
(restricted) at
$2.00 per share
for expenses at
6/28/96 230,000 230 459,770
Issuance of
common stock
(restricted) at
$2.00 per share
to retire debt
at 9/30/96 270,000 270 539,730
Issuance of
common stock
(Regulation S)
at $4.50 per
share to retire
debt at 9/30/96 218,000 218 980,782
Issuance of
common stock
(restricted) at
$5.00 per share
for prepaid expenses
at 9/30/96 150,000 150 749,850
Issuance of
common stock
(restricted) at
$0.001 per share
at 9/30/96 80,000 80 0
Net loss for year - - - (2,644,052)
---------- --------- ------------ -----------
Balances at
12/31/96 2,148,000 $ 2,148 $ 2,830,112 $(2,645,052)
</TABLE> ========== ========== ============ ============<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C> <C>
Period from
8/9/90 (date to
Year Ended inception)
12/31/96 12/31/95 and 94 to 12/31/96
--------- ---------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $ (2,644,052) $ 0 $ (2,645,052)
Adjustments to reconcile
net (loss) to net cash
required by operating
activities:
Profit on sale of
land and buildings (88,036) 0 (88,036)
Depreciation 32,237 0 32,237
Amortisation of goodwill 845,012 0 845,012
Provisions 12,617 0 12,617
Changes in assets
and liabilities:
Accounts receivable (202,039) 0 (202,039)
Inventories 127,550 0 127,550
Prepaid expense (758,376) 0 (758,376)
Accounts payable 140,740 0 140,740
Accrued expenses 14,702 0 14,702
------------------ ---- -------------
124,407 0 124,407
------------------ ---- --------------
NET CASH REQUIRED BY
OPERATING ACTIVITIES (2,519,645) 0 (2,520,645)
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from sale of
land and buildings 713,797 0 713,797
Purchases of Fixed
Assets (18,752) 0 (18,752)
Cash acquired from
subsidiaries 147,939 0 147,939
------------------ ---------- ----------------
<PAGE>
<PAGE>
NET CASH PROVIDED BY
INVESTING ACTIVITIES 842,984 0 842,984
CASH FLOWS FROM FINANCING
ACTIVITIES
Loan repayments - Bank (657,307) 0 (657,307)
Proceeds from sale
of shares 2,831,260 0 2,832,260
Loans - related
parties 500,321 0 500,321
Loan repayments -
related parties (1,047,928) 0 (1,047,928)
Other loans 68,369 0 68,369
------------------ ----------- --------------
NET CASH PROVIDED
(REQUIRED)
BY FINANCING
ACTIVITIES 1,694,715 0 1,695,715
------------------ ----------- ---------------
NET INCREASE
(DECREASE)
IN CASH 18,054 0 18,054
CASH AT BEGINNING
OF PERIOD 0 0 0
------------------ ----------- -------------
CASH AT END OF PERIOD $ 18,054 $ 0 $ 18,054
================== =========== =============
Cash paid for
interest: $ 84,502 $ 0 $ 84,502
================== =========== ==============
</TABLE>
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996
1. Statement of Accounting Policies
The financial statements have been prepared on the basis of
historical costs and do not take into account changing money
values. Cost is based on the fair values of the consideration
given in exchange for assets. The accounting policies have been
consistently applied, unless otherwise stated.
The following is a summary of the significant accounting
policies adopted by the economic entity in the preparation of
financial statements.
a) Accounting Methods
The Company recognises income and expense based on the
accrual method of accounting.
b) Dividend Policy
The Company has not yet adopted any policy regarding
payment of dividends.
c) Non Current Investments
Investments are brought to account at cost.
d) Property, Plant and Equipment
Property, plant and equipment are brought to account
at cost, less, where applicable, any
accumulated depreciation or amortisation. The
carrying amount of property, plant and equipment
is reviewed annually by Directors to ensure it is not
in excess of the recoverable amount from these
assets. The recoverable amount is assessed on the
basis of the expected net cash flows which will
be received from the assets employed and subsequent
disposal. The expected net cash flows have not been
discounted to their present values in determining
recoverable amounts.
The depreciable amount of all fixed assets including
buildings and capitalised lease assets, but excluding
freehold land, is depreciated over their useful lives
commencing from the time the asset is held ready for use.
The gain or loss on disposal of all fixed assets is
determined as the difference between the carrying amount
of the asset at the time of disposal and the proceeds of
disposal, and is included in operating profit before
income tax of the economic entity in the year of
disposal.<PAGE>
<PAGE>
e) Income Tax
The economic entity adopts a liability method of tax
effect accounting whereby the income tax expense shown in
the Profit & Loss Account is based on the operating
profit before income tax adjusted for permanent
differences.
Timing differences which arise due to the different
accounting periods in which items of revenue and expense
are included in the determination of operating profit
before income tax and taxable income are brought to
account either as provision for deferred income tax or an
asset described as future income tax benefit at the rate
of income tax applicable to the period in which the
benefit will be received or the liability will become
payable.
Future income tax benefits are not brought to account
unless realisation of the asset is assured beyond any
reasonable doubt.
Future income tax benefits in relation to tax losses are
not brought to account unless there is virtual certainty
of realisation of the benefit. The amount of benefit
brought to account or which may be realised in the future
is based on the assumption that no adverse change will
occur in income tax legislation and the anticipation
that the economic entity will derive sufficient future
assessable income and comply with the conditions of
deductibility imposed by the Law to permit a future
income tax benefit to be claimed.
At the date of this report, the economic entity has tax
losses of approximately $5.3 million of which $1 million
relates to Associated Technologies and the balance
relates to its principal subsidiary Ogenic Technologies
Pty Ltd. The Directors have every confidence that
Research and Development syndication and funding
arrangements will be completed prior to the June 30,
1997. In this event, it is likely that the full
amount of the accumulated tax losses will be recovered
against future taxable income. The Directors have,
however, adopted a conservative view in regard to these
losses until such time as full documentation is
completed. Accordingly, no value has been included in
the accounts for the future income tax benefit that is
expected to arise in the foreseeable future. This
treatment is in accordance with US G.A.A.P. and
Australian accounting standards.
(Note: Australian accounting standards require virtual
certainty before such a benefit can be brought to
account)<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1996
f) Inventories
With the exception of contract work in progress (Note 1
g) all inventories are valued at the lower of cost and
net realisable value. The cost of manufactured products
includes direct materials, direct labour and an
appropriate portion of variable and fixed overheads.
Overheads are applied on the basis of normal operating
capacity. Costs are assigned on the basis of weighted
average.
g) Construction Contracts
All contracts which are on a fixed price basis are
accounted for on the basis that profit is recognised in
proportion to the progress of each contract when the
following conditions are satisfied:
-Total contract revenues to be received can be reliably
estimated.
-The costs to complete the contract can be reliably
estimated.
-The stage of contract completion can be reliably
determined and is at least 30% of the total contract;
- The costs attributable to the contract to date can be
clearly identified and can be compared with prior
estimates.
h) Foreign Currency
Foreign currency transactions are translated into US
currency at the rate of exchange at the date of the
transaction. At balance date amounts payable to and by
the company in foreign currencies have been translated
to US currency at rates of exchange at the balance sheet
date. Exchange differences relating to short term
monetary items and long term monetary items of an
indeterminate life are brought to account in the Profit
& Loss Account when they arise.
i) Operating Revenue
Sales revenue represents revenue earned from the
sale of the group's products, net of returns, trade
allowances and duties and taxes paid. Other revenue
includes interest income, proceeds from disposal of
non current assets and insurance recoveries.
j) Receivables
A provision is recorded for any doubtful debts
based on a review of all outstanding amounts at
year end. Bad debts are written off during the
period in which they are identified.
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1996
k) Research & Development
During the year the company's principal subsidiary
Ogenic Technologies Pty Ltd, incurred Research and
Development Expenditures of $388,433 in the development
of Virtuoso, a digital audio playback and recording
system for the radio broadcasting industry. At the date
of this report Virtuoso is in the final stages of beta
testing and debugging and is expected to be released in
April 1997.
Although the Directors are of the opinion that there will
be significant sales of Virtuoso in the future and that
this expenditure could be capitalised under Australian
Standards, the Company has adopted a conservative
approach in regard to the capitalisation of Research &
Development and all expenditures to date have, therefore,
been charged to expense.
This accounting treatment is in accordance with the US
G.A.A.P standards.
l) Basis of consolidation
The consolidated accounts of the economic entity
include the operating results of subsidiaries from the
date of acquisition. For the purposes of providing
shareholders with full disclosure, the operating results
of subsidiaries acquired during the year are shown
separately on page 15 and the combined results of the
Company and Ogenic for the year ended December 31, 1996
as if they had been together for the entire year are
shown on page 16.
m) Intangible Assets
The company's principal trading subsidiary which was
acquired in June 1996, possesses significant core
technology which has not been recorded in the company's
books. This core technology was valued by Ernst & Young
at $4.3 million in 1996 for the purposes of the proposed
Research and Development Syndication.
In addition since November 1995, Ogenic Technologies Pty
Ltd has spent in excess of $380,000 in Research and
Development of a new digital recording and playback
system for the radio broadcasting industry. To date, all
of the amounts expended have been written off to profit
and loss in accordance with US G.A.A.P. standards.
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1996
As mentioned in note 1e), there is a further intangible
asset relating to a future income tax benefit which has
also not been brought to account. This treatment is
consistent with the Directors' conservative approach to
the recognition of intangible assets and is in accordance
with both US G.A.A.P. and Australian accounting
standards.
n) Goodwill
Goodwill arising on consolidation of subsidiaries is
capitalised and written off over a maximum period of
5 years. However, in accordance with U.S. practice
and in view of the fact that Ogenic represents the
first acquisition of the Company, goodwill arising
on the acquisition of Ogenic has been charged to expense
during the year.
At the date of acquisition and following the
capitalisation of the subsidiary's loan to equity,
Ogenic had net liabilities of $844,832. Goodwill on
consolidation has therefore been calculated as:
Acquisition $ 180
Net liabilities acquired 844,832
------------
Goodwill arising on acquisition $ 845,012
============
o) Going concern basis
The accounts have been drawn up on a going concern
basis because:
i) The Company expects to receive a short term working
capital loan of US $500,000 to finance its
activities until income can be generated from sales
or subcontract research work.
ii) The Company expects to finalise a Research &
Development Syndication agreement before June 30,
1997 which will provide income of $1.58 million over
the next two years to fund Research and Development
programs.
iii) The Company expects to complete agreements with
other interested investors for a joint venture
software development with a value of at least $4.8
million.
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1996
As none of the above funding agreements have been
formalised or finally agreed at the date of this
report, our auditors have stated on page 12 that
there is "substantial doubt" about whether the
Company can continue as a going concern.
The Directors however have every confidence that all
three funding agreements will be finalised before
June 30, 1997.
The status of each of these are as follows:
(a) Short term working capital loan
Currently working through a merchant bank and
finalising details with potential investors.
(b) Research & Development Syndication agreement
This program has been approved by the
Government's Grants Committee and is awaiting
Tax Concession Committee approval. An
international merchant bank has indicated that
it is willing to fund or be the investor under
this program.
(c) Joint Venture Software Development
A draft Memorandum of Information has been
prepared and is in the process of being
finalised. Main Camp has informed the
Directors that they are willing to seek out
investors for the project and that they
fully expect that it will be fully subscribed.
<PAGE>
<PAGE>
Consolidated Ogenic Technologies Pty Ltd
Year ended Year ended Year ended Year Ended
12/31/96 12/31/95 12/31/96 12/31/95
US$ US$
[S] [C] [C] [C]
2. Operating
Revenue
Sales revenue 459,883 - 557,541 2,710,380
------------ ---------- ----------- ------------
Other revenue
Insurance Revenue - - - 4,611
Interest Received 1,550 - 2,210 14,019
Proceeds on
disposal of
non- current
assets 713,797 - 713,797 22,340
Customs Bounty 11,542 - 11,542 78,769
Recovery of Export
market development
expenses - - 23,160 18,883
Foreign Exchange
Gains - - - 28,214
Other 3,786 - 4,772 35,526
---------- ------ ---------- ----------
730,675 - 755,481 202,362
========= ======== ========= ==========
3. Other items (no income tax applicable)
Expense:
a) Loss on disposal
of fixed assets - - - 189,051
b) Provision for
decrement in value - - - 268,459
of land & buildings
c) Write off inter
company loan with - - - 208,225
UK subsidiary
d) Write off all prior
period Research - - - 544,445
and Design Costs
e) Write off all
current period 189,926 - 388,432 718,062
Research &
Design costs
f) Expenses of
Voluntary 13,284 - 125,506 157,605
Administration<PAGE>
<PAGE>
g) Goodwill on
acquisition
written off 845,012
---------- ---------- ---------- -------
1,048,222 - 513,938 2,085,847
========= ========= ========= =========
<TABLE>
<CAPTION>
<PAGE>
<PAGE>
Consolidated Ogenic Technologies Pty Ltd
Year ended Year ended Year ended Year Ended
12/31/96 12/31/95 12/31/96 12/31/95
US$ US$
<S> <C> <C> <C>
Income:
Profit on
disposal of
Land & Buildings 88,036 - 88,036 -
Advance payment
written off in
lieu of completion
of contract on cost
plus basis - - - 504,898
Debts forgiven at
conclusion of
Voluntary - - 619,647 -
Administration
--------- ------- --------- ----------
88,036 - 707,683 504,898
========= ========= ========= ===========
Total other
items (960,186) - 193,745 (1,580,949)
========= ========= ========= ============
</TABLE>
4. Operating Profit/(Loss)
(i) Operating profit/(loss) before income tax has been determined
after Charging as expense:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Auditors
remuneration 7,800 - 11,387 14,260
Provision for
employee
entitlements 16,750 - 27,216 45,075
Depreciation:
- - Plant
and Equipment 32,237 - 60,675 172,105
- - Motor Vehicles - - - 7,915
- - Buildings - - 4,418 8,485<PAGE>
<PAGE>
Interest
attributable
to:
- - Related
Corporations 62,605 - 83,413 -
Other persons 21,897 - 83,721 117,273
Finance Charges
relating to
finance - - (294) 3,004
lease
Research and
Development
expenses
Bad Debts
- - Related
Corporations - - - -
- - Other Persons - - 9,501 219,879
Crediting
Interest Attributable to:
- - Related
Corporations - - - -
- - Other
Persons - - 2,210 14,019
(ii) Directors
Remuneration
Income received
or due and
receivable **62,642 - *94,542 61,279
</TABLE>
* $45,437 relates to consulting fees paid to companies under the
control of or related to DFG Graham
** $ 17,092 relates to fees paid to companies related to DFG
Graham
5. Income Tax
No provision for taxation has been made in the accounts. At
December 31, 1996 the entity has tax losses of approximately
$5.3 million. Although the Directors believe that these
losses will be recoverable against future income which will
arise in the foreseeable future, no provision has been made in
the accounts for the benefit which is likely to accrue.
This treatment is in accordance with the Directors
conservative approach to the recognition of intangible assets.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
6. Receivables
Consolidated
As at As at
12/31/96 12/31/95
---------- ----------
Current
<S> <C> <C>
Project Debtors 112,909 -
Trade Debtors 48,668 -
Other 19,764 -
---------- ----------
181,341 -
========== ==========
7. Inventories
<S> <C> <C>
Work in Progress 71,115 -
Raw materials 115,947 -
Finished Goods - -
---------- ----------
187,062 -
========== =========
8. Prepaid Expenses
Prepaid expenses are as follows:
a) Undertakings provided by the
company's agents for assistance with 750,000 -
capital raisings and stock promotion*
b) Other prepayments 9,051 -
--------- -------
759,051 -
========= =======
</TABLE>
* The value of this prepaid item is dependent upon the
successful completion of the capital raising planned before
June 30, 1997.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
9. Subsidiaries
Subsidiary companies are as follows:
Book Value of % of Shares Held Contribution to
Investment Consolidated
Profit/(Loss) for
the Year
12/31/96 12/31/95 12/31/96 12/31/95 12/31/96 12/31/95
-------- -------- -------- -------- -------- --------
$ $ % % $ $
<S> <C> <C> <C> <C> <C> <C>
Ogenic
Technologies
Pty Ltd 180 - 100 - (774,238) -
Ogenic
Industries
Pty Ltd 150 - 95 - - -
(Formerly
Printed
Circuit
Technologies
Pty Ltd)
PKE Licensing
Pty Ltd - - 100 - - -
</TABLE>
Both Ogenic Industries Pty Ltd and PKE Licensing Pty Ltd are
dormant companies.
<PAGE>
<PAGE>
Consolidated
As at As at
12/31/96 12/31/95
---------- ----------
10. Property, Plant
and Equipment
[S] [C] [C]
Plant and Equipment
at cost 407,472 -
Less accumulated
depreciation (292,130) -
---------- ----------
115,342 -
========== =========
Motor vehicles
at cost 17,531 -
Less accumulated
depreciation (17,531) -
---------- ----------
- -
========== ===========
Total Property,
Plant and Equipment 115,342 -
========== ===========
* On 3rd September 1996 Ogenic Technologies Pty Ltd sold
land & buildings for gross sales proceeds of $711,000 in
order to reduce bank debt. The company leased back the
larger part of the building after the sale on a 5 year
lease rental.
<PAGE>
<PAGE>
11. Goodwill
Goodwill is as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Purchase price
of subsidiary - -
Net assets/
liabilities)
acquired 845,012 -
---------- ----------
Goodwill arising
on purchase of
subsidiary 845,012 -
========= ==========
</TABLE>
The recoverability of the carrying amount of goodwill is
dependent upon the successful development and exploitation of
the groups Research and Development activities and commercial
success of its existing product range.
12. Accrued Expenses
<TABLE>
<CAPTION>
Current:
(Unsecured)
<S> <C> <C>
Other Accrued liabilities 319,713 -
Employee Entitlements - -
Deposits in advance 2,765 -
Other loan - related party 1,807 -
---------- ----------
Total 324,287 -
========= =========
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated
As at As at
12/31/96 12/31/95
---------- ----------
13. Loans
Current:
<S> <C> <C>
(Unsecured)
Loans secured over
contract receivable 66,562
========
14. Provisions
Employee entitlements 27,216 -
========= =========
15. Long Term Liabilities
(Unsecured)
Loan - related party* 382,418 -
(Secured)
Loan - Related Party** 117,903 -
---------- ----------
Total Non Current
Liabilities 500,321 -
========= ==========
</TABLE>
National Australia Bank retains a registered mortgage debenture
over the assets of Ogenic Technologies Pty Ltd as security for
performance bonds totalling $116,069.
* This loan is with Chancellor Group and is denominated in
Australian Dollars. Subsequent to the year end the loan was
transferred to Project and General Management on the 23rd
January 1997.
** This loan is with First Sydney Investments Ltd, a related
party and shareholder in Associated Technologies. The loan is
secured by a floating charge over the assets of the company
and bears interest at 12% per annum. First Sydney has advised
that the loan will not be recalled until the company has
sufficient working capital or profits.<PAGE>
<PAGE>
16. Commitments
<TABLE>
<CAPTION>
Rental commitments in regard to the entity's operating
premises:
<S> <C> <C>
i) not later than
1 year 61,578 -
ii) later than 1
year and not
later than 2
years 68,014 -
iii) later than 2
years and not
later than 3
years 69,532 -
iv) later than 3
year and not
later than 4
years 72,039 -
v) more than 4
years 48,262 -
---------- ----------
319,425 -
========= =========
</TABLE>
17. Contingent Assets and Liabilities
There were no known contingent liabilities at the balance
sheet date.
As a result of legal action against former Directors, Ogenic
Technologies Pty Ltd re-acquired the technology rights to a
needle disposing device during the year. Negotiations are
continuing with a view to realising the economic potential of
the Company's investment. As no firm monetary value can be
placed on anticipated cash flows and in view of contingent
liabilities in regard to litigation expenses which attach to
these cash flows, no value has been brought to account.
<PAGE>
<PAGE>
18. Amendment of Prior Filings
The 10-Q filing for the quarter ended September 30, 1996
included an intangible technology asset at $3,406,078. The
value of this asset was determined by the previous management
of the Company and represented the excess of the price paid
for Ogenic over the net assets acquired.
On closer review by the current management and after
discussions with the Company's auditors and other advisors, it
has been agreed:
a) that as the purchase of Ogenic had been made through a
related company, it was not possible to regard the
acquisition price as being at arms length.
b) that as the acquisition of Ogenic was the first
acquisition to be made by the Company (previously a shell
company), it was not possible to include any amount of
goodwill or technology in the consolidated balance sheet.
Accordingly, the accounts have been amended:
i) to reflect a cost to the Company of the investment
in Ogenic calculated on the nominal value of the
shares issued for the acquisition i.e. $180.
ii) so that the good will on consolidation (footnote 1)
has been treated as an expense in the year of
acquisition.
The Directors are in the process of amending and refiling
the 10-Q for September 30th to reflect these changes.
<PAGE>
<PAGE>
Exhibit H
Form 10-Q for Three-Month Period
Ended March 31, 1997
<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1997
----------------------------
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number: 33-55254-45
ASSOCIATED TECHNOLOGIES
(Exact name of registrant as specified in its charter)
NEVADA 87-0485306
- ------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
Number)
1204 THIRD AVENUE, SUITE 172
NEW YORK, NY 10021
- ------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 988-0394
-----------------
Indicate by check mark 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.
[X] Yes [ ] No
Class Outstanding as of March 31, 1997
- ---------------------- ----------------------------------
CLASS A COMMON STOCK 2,148,000 shares
Par Value $0.001<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Financial Statements Page
Consolidated Balance Sheets as at December 31, 1996 and
March 31, 1997 F-1
Consolidated Statements of Operations for the quarter ending
March 31, 1997 F-2
Consolidated Statement of Shareholders' Equity for the period
from August 9, 1990 to March 31, 1997 F-3
Consolidated Statements of Cash Flows for the quarter ending
March 31, 1997 F-4
Selected Notes to Consolidated Financial Statements F-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
The operating revenue for the quarter to March 31 was $156,552
which after a cost of sales of $76,268, resulted in a gross profit
of $80,284. General and administrative expenses totalled $390,499
and included $169,383 for wages and salaries of which $28,638
related to remuneration paid to the Directors of the company or its
subsidiary. Other major items of expenditure were finance charges
of $35,284, professional fees of $50,767, sales and marketing costs
of $23,412 and premises and insurance costs of $29,108.
Since the end of the financial year to December 31, 1996, the
Company has sought to consolidate its position in the Australian
and Asian market place. Although operating revenue declined
marginally in the quarter, customer orders worth $300,000 had been
received by March 31. In the month of April, orders totalling
$235,000 were received and verbal confirmation has been received in
regard to a further order totalling $340,000. These sales and
orders represent a mixture of both analogue and software sales and
are expected to be completed by August 31 1997. There remains
prospects for further substantial orders.
At the same time, the Research and Development program has
continued with its main objective being the completion of the
Virtuoso product which is the first phase of the VIRS project. At
the date of this report, Virtuoso Version 1 has been released and
is being installed in two major Asian Government broadcasting
facilities.<PAGE>
<PAGE>
Management has concentrated its efforts on locating funding for
the R&D development work. During the quarter, short term loan
funds of $300,000 were secured and applied against outstanding
creditors and operating expenses.
The Company is still awaiting a final determination from the
Australian Government in regard to the proposed R&D Syndication
program/grant and the Directors are confident that, as expected,
one of these will be in place by June 30, 1997.
At the same time, the Information Memorandum prepared for the
purposes of the second structured R&D program (involving the
raising of $6.7 million to be used for the development and
commercialisation of 3 new ranges of software products), has been
completed and the Company's principal agent Main Camp has commenced
marketing. Again, the Directors are confident that the program
will be fully subscribed by June 30, 1997.
Liquidity and Capital Resources
Short term funding shortfalls are currently being funded by loans.
The Company is currently negotiating with interested parties for an
additional working capital loan of $500,000 which will fund
operating expenses until the R&D funding is finalised.
Current assets include $750,000 relating to prepaid expenses
associated with one of these R&D programs.
Impact of Inflation
The Company believes that its activities are not materially
affected by inflation.
Foreign Currency Exposure
Income from Ogenic Technologies Pty Limited, the Company's
operating subsidiary, will be in the form of Cash received from
customers for sales of products, services, and technology, and the
reimbursement of funds expended on Research & Development. In the
main, contracts are negotiated in Australian Dollars, with
liabilities incurred in Australian Dollars.
Exchange Rate
The Exchange Rate at March 31, 1997 was: $US1.00 = $AU1.27
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included in this filing:
Page
Financial Statements as of March 31, 1997 F-1
Financial Data Schedule
(b) Reports on Form 8-K.
None.
<PAGE>
<PAGE>
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.
ASSOCIATED TECHNOLOGIES
By: s/ Alan James Gallagher
--------------------------------------
Alan James Gallagher, President (Acting)
Dated : 9 May 1997
-------------------
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
3/31/97 12/31/96
(Unaudited) (Audited)
----------------- ------------
CURRENT ASSETS
<S> <C> <C>
Cash $ 24,887 $ 18,054
Accounts receivable 22,090 181,341
Inventories 160,573 187,062
Prepaid expenses 773,404 759,051
----------------- -----------
TOTAL CURRENT ASSETS
980,954 1,145,508
PROPERTY, PLANT, AND EQUIPMENT
Equipment 407,471 425,003
Accumulated depreciation
and amortization (303,295) (309,661)
----------------- -----------
NET PROPERTY, PLANT
AND EQUIPMENT 104,176 115,342
OTHER ASSETS
Joint Venture Investment 11,850 -
----------------- ------------
11,850 -
----------------- ------------
$ 1,096,980 $ 1,260,850
================= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 156,613 $ 155,256
Accrued expenses 211,416 324,287
Loans 301,726 66,562
Accrued Employee Benefits 39,849 27,216
----------------- -----------
TOTAL CURRENT LIABILITIES 709,604 573,321
<PAGE>
<PAGE>
NON-CURRENT LIABILITIES
Loans - related parties 598,609 500,321
----------------- -----------
TOTAL LIABILITIES $ 1,308,213 $ 1,073,642
================= ============
SHAREHOLDERS' EQUITY Common
stock par value $.001:
25,000,000 shares authorized;
2,148,000 shares issued 2,148 2,148
Additional paid-in capital 2,830,112 2,830,112
(Deficit) accumulated during
development stage (3,043,493) (2,645,052)
------------------ ---------------
TOTAL SHAREHOLDERS' EQUITY (211,233) 187,208
------------------ ---------------
$ 1,096,980 $ 1,260,850
================= ===============
</TABLE>
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
5/3/88
Three Months Ended (Date of
March 31, inception) to
1997 1996 3/31/97
------- -------------- -------------------
<S> <C> <C> <C>
Operating revenue $ 156,552 $ 0 $ 616,435
Cost of sales (76,268) 0 (434,386)
----------- --------------- ---------------------
GROSS PROFIT 80,284 0 182,049
General and
administrative
expenses (390,499) 0 (2,247,817)
----------- ---------------- -------------------
Loss before
other items (310,215) 0 (2,065,768)
----------- ---------------- -------------------
Other Items:
Expenses of
Voluntary
Administration 0 0 (13,284)
Profit on sale of
land and building 0 0 88,036
Goodwill on acquisition
of Subsidiary written off 0 0 (845,012)
Research and Development
costs (88,226) 0 (278,152)
Performance bond
guarantee 0 0 (22,363)
Debt forgiveness 0 0 60,790
----------- --------------- -----------------
(88,226) 0 (1,009,985)
INCOME (LOSS)
BEFORE
INCOME TAXES (398,441) 0 (3,075,753)
PROVISION FOR
INCOME TAXES 0 0 0
-------------- ---------------- ----------------
NET INCOME (LOSS) $ (398,441) $ 0 $ (3,075,753)
============== ================ ================
<PAGE>
<PAGE>
Net income (loss)
per weighted average
common share
outstanding $ (0.19) $ .00 $ (2.79)
=============== ================ ===============
Weighted average
number of common
shares outstanding 2,148,000 1,000,786 1,104,186
=============== =============== ==============
</TABLE>
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Period from August 9, 1990 (Date of Inception) to March 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During
Common Stock Paid-in Development
Shares Amount Capital Stage
------------- --------- ------------ -------------
<S> <C> <C> <C> <C>
Balances at
8/9/90 (Date
of Inception) 0 $ 0 $ 0 $ 0
Issuance of
common stock
(restricted) at
$.001 per share
at 8/9/90 1,000,000 1,000 0
Net loss for
period (1,000)
------------- ------------- ------ --------
Balances at
12/31/90 1,000,000 1,000 0 (1,000)
Net income
for year 0
------------- ------------- ------- ---------
Balances at
12/31/91 1,000,000 1,000 0 (1,000)
Net income
for year 0
------------- ------------- -------- ---------
Balances at
12/31/92 1,000,000 1,000 0 (1,000)
Net income
for year 0
------------- ------------- --------- ----------
Balances at
12/31/93 1,000,000 1,000 0 (1,000)
Net income
for year 0
------------- ------------- ---------- ----------
<PAGE>
<PAGE>
Balances at
12/31/94 1,000,000 1,000 0 (1,000)
Net income
for year 0
------------- ------------- ----------- ----------
Balances at
12/31/95 1,000,000 1,000 0 (1,000)
Issuance of
common stock
(restricted)
at $5.00 per
share for cash
at 1/10/96 20,000 20 99,980
Issuance of
common stock
(80,000
Regulation S
and 100,000
restricted) at
par to acquire
subsidiary and
associated loan
at 6/28/96
(Value based
on assets
received) 180,000 180 -
Issuance of
common stock
(restricted) at
$2.00 per share
for expenses at
6/28/96 230,000 230 459,770
Issuance of
common stock
(restricted) at
$2.00 per share
to retire debt at
9/30/96 270,000 270 539,730
Issuance of
common stock
(Regulation S)
at $4.50 per
share to retire
debt at 9/30/96 218,000 218 980,782
Issuance of
common stock
(restricted) at
$0.001 per share 80,000 80 -
<PAGE>
<PAGE>
Issuance of
common stock
(restricted) at
$5.00 per share
for prepaid
expenses 150,000 150 749,850
Net loss for
period to
12/31/96 (2,644,052)
------------- --------- ----------- -----------
Balances at
12/31/96 2,148,000 $ 2,148 $ 2,830,112 $(2,645,052)
Net loss for
the period to
3/31/97 (398,441)
------------- --------- ------------ -----------
Balances at
3/31/97 2,148,000 2,148 2,830,112 (3,043,493)
============= ========== ============ ===========
</TABLE>
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
5/3/88
Three Months Ended (Date of
March 31, inception) to
1997 1996 3/31/97
----------- -------------- --------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $ (398,441) $ 0 $ (3,043,493)
Adjustments to
reconcile net
(loss) to net
cash required
by operating
activities:
Net book value
of assets sold 0 0 675,761
Depreciation 11,166 0 43,403
Goodwill written off 0 0 845,012
Accrued Employee Benefits 0 0 12,617
Changes in assets and
liabilities:
Accounts receivable 158,421 0 (43,618)
Inventories 26,489 0 154,039
Prepaid expense (14,371) 0 (772,747)
Accounts payable (146,603) 0 (5,863)
Accrued expenses 48,886 0 63,588
----------------- ------------- -------------
83,988 0 922,192
----------------- ------------- -------------
NET CASH REQUIRED BY
OPERATING ACTIVITIES (314,453) 0 (2,121,301)
INVESTING ACTIVITIES
Cash acquired from
subsidiaries 0 0 147,939
Investment in joint
venture (11,850) 0 (11,850)
Purchase of Fixed
Assets 0 0 (18,752)
----------------- -------------- ------------<PAGE>
<PAGE>
NET CASH PROVIDED
(REQUIRED)
BY INVESTING
ACTIVITIES (11,850) 0 117,337
FINANCING ACTIVITIES
Loan Repayments - Bank 0 0 (657,307)
Stock sold 0 0 2,832,260
Loans - related parties 99,789 0 600,100
Loan repayments - other (68,369) 0 0
Loans - other 301,726 0 301,726
Loan repayments -
related parties 0 0 (1,047,928)
----------------- ---------- ---------------
NET CASH PROVIDED
(REQUIRED)
BY FINANCING
ACTIVITIES 333,136 0 2,028,851
----------------- ----------- ---------------
NET INCREASE IN CASH 6,833 0 24,887
CASH AT BEGINNING
OF PERIOD 18,054 0 0
----------------- ----------- --------------
CASH AT END OF PERIOD $ 24,887 $ 0 $ 24,887
================= =========== ==============
</TABLE>
SUPPLEMENTAL FINANCING ACTIVITIES
During the period ended June 30, 1996, the Company issued 180,000
shares (80,000 Regulation S and 100,000 of restricted stock to
acquire a 100% shareholding in and inter-company loan with a
subsidiary with net liabilities of $844,832 (excluding the inter-
company loan). During the period ended September 30, 1996, the
Company issued 270,000 shares of restricted stock to retire debt of
$540,000, 150,000 shares of restricted stock for prepaid expenses
of $750,000, 218,000 shares of Regulation S stock to retire debt of
$981,000 and 80,000 shares of restricted stock at nominal value.
Since December 31 1996, the Company has not issued any further
shares.
On March 10, 1997 the Company entered into a promissory agreement
in regard to loan funds advanced of $300,000. In addition to
interest at 10% per annum on the amount outstanding, the Company
entered into a stock option agreement with the lender for 120,000
shares at a price of $2.50 per share exercisable until March 7,
2002.
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements as of March 31, 1997 include
the accounts of the Company and its wholly-owned subsidiary Ogenic
Technologies Pty Ltd ("Ogenic") and Ogenic's 95% owned inactive
subsidiary Ogenic Industries Pty Ltd. All significant inter-
company balances and transactions have been eliminated in
consolidation.
Accounting Methods
The Company recognizes income and expenses based on the accrual
method of accounting.
Cash and Cash Equivalents
All short term investments purchased with an original maturity of
three months or less are considered to be cash equivalents. Cash
and cash equivalents primarily include cash on hand and amounts on
deposit with financial institutions.
Dividend Policy
The Company has not yet adopted any policy regarding payment of
dividends.
Income Taxes
The Company records the income tax effect of transactions in the
same year that the transactions enter into the determination of
income, regardless of when the transactions are recognized for tax
purposes. Tax credits are recorded in the year realized. Since
the Company has not yet realized income as of the date of this
report, no provision for income taxes has been made.
In February 1992, the Financial Accounting Standards Board adopted
Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes, which supersedes substantially all existing
authoritative literature for accounting for income taxes and
requires deferred tax balances to be adjusted to reflect the tax
rates in effect when those amounts are expected to become payable
or refundable. At March 31, 1997 a deferred tax asset has not been
recorded. This is in accordance with the policy of Directors set
out in the financial statements to December 31 1996.
Trading Securities
The Company has adopted the reporting requirements of Statement of
Financial Accounting Standards No. 115 whereby trading securities
are reported at market value.<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are
translated to US dollars at the exchange rate at the balance sheet
date. Income statement items are translated at an average currency
exchange rate. The resulting translation adjustment is recorded as
a separate component of stockholders' equity.
NOTE 2: DEVELOPMENT STAGE COMPANY
The Company was incorporated under laws of the State of Nevada on
August 9, 1990 and has been in the developmental stage since
incorporation. The Company intends to operate in the industries of
manufacturing electronic broadcasting equipment and precision sheet
metal products through its subsidiary Ogenic Technologies Pty Ltd,
an Australian company.
NOTE 3: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principals for interim financial information and with
the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of the Company's
management, all adjustments (consisting of normal accruals)
considered necessary for a fair presentation of these financial
statements have been included. Operating results for the three
months ended March 31, 1997 are not necessarily indicative of the
results that can be expected for the year ending December 31, 1997.
NOTE 4: RELATED PARTY TRANSACTIONS
The Company's subsidiary Ogenic Technologies Pty Ltd, leases
property in Perth, Western Australia and the Company utilises
office space in New York and Sydney, Australia when necessary.
Included under non-current liabilities are loans totalling $598,609
due to companies associated with the Main Camp Group which is a
shareholder in the Company. Mr. Len McDowall and Mr. Alan Gallagher
are Directors of one or more of these companies. One of these
loans ($121,391) bears interest at 12%. No terms in regard to
interest have been agreed in relation to the other loans.
<PAGE>
<PAGE>
NOTE 5: RESEARCH AND DEVELOPMENT
On June 29, 1996, a Research and Development syndicate was entered
into by Ogenic with a joint venture party for funding over a 2 year
period of $1.7 million. Details of the key terms of these
agreements have been provided in previous filings.
In December 1996, these agreements were unwound as a result of the
inability to complete the transaction within the specified time
period following a change of policy by the Australian Government.
After extensive lobbying, Ogenic's syndication was allowed to
proceed subject to appropriate approvals by the Government.
At the date of this report, Ogenic has received approval from the
Grants Committee of the Australian Government for the R & D
Syndication proposal and is currently awaiting Tax Concession
Committee approval. If this approval is received Ogenic will
proceed with a new series of agreements with a new investor prior
to June 30 1997.
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
In addition and as noted in the December 31 accounts, proposals
for an additional structured Research and Development Program
involving funding of $6.7 million, are well advanced. The program
is expected to be in place before the end of the June quarter.
NOTE 7: INTANGIBLE ASSETS
As noted in the financial statements to December 31, no account has
been taken of the intangible or contingent assets to which the
Company has title. These include the Company's existing analogue
product range, the released version of Virtuoso, general
technological and market knowledge in regard to the radio
broadcasting industry and the income tax benefit that may arise
once the Company has secured its Research and Development funding
programs.
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Three months Three Months
ended ended
3/31/97 3/31/96
------------------ ----------------
<S> <C> <C>
Operating Revenue $ 156,552 $ 82,949
Cost of Sales (76,268) (71,933)
------------------ ----------------
GROSS PROFIT 80,284 11,016
General and Administrative
expenses (391,703) (94,009)
------------------ ----------------
Loss before other items (311,419) (82,993)
Other Items:
Research and Design costs (88,226) (57,944)
Bankruptcy expenses 0 (49,261)
Exchange gain 1,204 0
------------------- ----------------
(87,022) (107,205)
----------------- ----------------
INCOME (LOSS) BEFORE
INCOME TAXES (398,441) (190,198)
PROVISION FOR INCOME TAXES 0 0
----------------- ----------------
NET INCOME (LOSS) $ (398,441) $ (190,198)
================= =================
INCOME (LOSS) PER
COMMON SHARE
Net income (loss)
per weighted average
common share
outstanding $ (0.19) $ (0.19)
================== ===============
Weighted average number
of common shares outstanding 2,148,000 1,000,786
================= ===============
</TABLE>
<PAGE>
<PAGE>
EXHIBIT I
---------
Form 10-Q for Six Month Period
Ended June 30, 1997<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1997
--------------
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
---------- ----------
Commission File Number 33-55254-45
-----------
ASSOCIATED TECHNOLOGIES
-----------------------
(Exact name of registrant as specified in its charter)
NEVADA 87-0485306
------------------------------ ----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1204 THIRD AVENUE, SUITE 172
NEW YORK, NY 10021 10021
---------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 988-0394
--------------
Indicate by check mark 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.
<PAGE>
<PAGE>
[ X ] Yes [ ] No
Class Outstanding as of June 30, 1997
- ----------------------------- -------------------------------
CLASS A COMMON STOCK 2,303,520 Shares
Par Value $0.001
<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Financial Statements Page
Consolidated Balance Sheets as at December 31, 1996 and
June 30, 1997 F-1
Consolidated Statements of Operations for the quarter
ending June 30, 1997 F-2
Consolidated Statement of Shareholders' Equity for the
period from August 9, 1990 to June 30, 1997 F-3
Consolidated Statements of Cash Flows for the quarter
ending June 30, 1997 F-4
Selected Notes to Consolidated Financial Statements F-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Management Update
- -----------------
The corporate strategy of Associated Technologies is to acquire
technology companies with strong existing management, growth
potential and technology which can be utilised in numerous market
places. The first of these acquisitions was Ogenic Technologies
Pty Ltd ("Ogenic"). Further acquisitions are currently under
consideration.
Ogenic has undergone considerable refocusing over the past 12
months. It has progressed from a company solely focused on the
design and manufacture of radio broadcasting equipment and software
to an organisation which outsources the majority of its
manufacturing and one where over 50% of its employees are
involved with the development of software products for the
automated play-out of music and audio entertainment.
The first of the new generation of software products is Virtuoso,
an audio digital storage and play-out software package which
operates on PC's connected to a Local Area Network or a Wide Area
Network and enables the complete automation of the play-out needs
for radio broadcasters. Virtuoso has been delivered
to Radio Singapore International and Radio Television Hong Kong who
are the national broadcasters of Singapore and Hong Kong.
<PAGE>
<PAGE>
The company has received $1.85 million for the development of the
first of a number of products which are based on Virtuoso for use
in the broader commercial entertainment industry. The first of
these products is due for early release in December. As further
products are developed for release to other commercial areas where
automated play-out of music is required, the company will consider
the development of an automated play-out system for use in domestic
home entertainment environments.
The company has received approval from the Australian Government
for a further $1.5 million funding program utilizing the company's
tax losses. This program is to develop the Virtual Interactive
Radio Station ("VIRS"), a total audio broadcasting software
solution capable of automating program selection, advert and
traffic insertion and accounts and billing information. The
Directors consider that this automated play-out system and
accounting package has excellent sales potential both in the
company's traditional radio broadcasting market and commercial
entertainment environments, especially those where advertising may
be used to generate income.
Throughout these development programs, the company continues to
generate income from its traditional broadcasting market place.
The results for the 6 months to June 30, 1997 reflect an increase
in manufacturing activity, mostly outsourced, from orders received
from Australia and Asia. These orders are the result of a steady
increase of sales and marketing activity.
Results of Operations
- ---------------------
The group's trading subsidiary was acquired in June 1996.
Accordingly, the comparative 1996 figures at F-2 reflect initial
administrative and acquisition costs only. Please see page F-11
for comparative trading results.
In an industry where long lead times between initial contact and
placement of orders can be expected, the level of sales and
marketing expenditure in the past 12 months has been modest and
insufficient to immediately kick start sales of Ogenic's
traditional products. Sales prospects are, however, starting to be
translated into orders and revenue with healthy gross profit
margins of 50%.
The operating revenue for the quarter to June 30, 1997 was
$439,451 (a 280% improvement on the previous quarter) which, after
a cost of sales of $219,433, resulted in a gross profit of
$220,018. General and administrative expenses totalled $409,674
and included $270,615 for wages and salaries of which $27,731
related to remuneration paid to the Directors of the company or its<PAGE>
<PAGE>
subsidiary. Other major items of expenditure were finance charges
of $43,433, professional fees of $29,021, sales and marketing costs
of $22,795 and premises and insurance costs of $25,015.
Since March 31, 1997, the Group has received orders totalling $2.45
million. Included in these orders is the sub-research contract
referred to above with a gross value of $1.85 million for research
and development to be completed by June 30, 1998. Under the
contract with the principal researcher, the Group retains the
intellectual property rights from the research and development work
but is obliged to make a royalty payment of 10% on all sales of
developed products.
Further contracts are anticipated from structured R&D programs
involving the raising of between $1.5 million and $4.5 million for
the development and commercialisation of new software products.
The Directors remain confident that these programs will be
completed in the first half of 1998.
Liquidity and Capital Resources
- -------------------------------
The Company's cash liquidity greatly improved during the quarter
with the receipt of $1.85 million as an advance payment on account
of contracted research and development work and other deposits
received on account of radio broadcasting contracts.
Current assets include $750,000 relating to prepaid expenses
associated with proposed R&D structured funding programs with a
total value of $6.7 million of which $1.85 million had been
received at June 30, 1997. $312,500 will be expensed in the period
to June 30, 1998 whilst the remainder is dependent on the
successful completion of additional contracts.
Loans from related parties totalling $502,248 were converted to
equity, as shown on page F-3, at prices which reflect the risk
profiles attributable to each loan and the economic impact of the
loans on the corporations activities.
During the quarter, a further short term loan of $300,000 was
secured and applied against outstanding creditors and operating
expenses.
Impact of Inflation
- -------------------
The company believes that its activities are not materially
affected by inflation.
<PAGE>
<PAGE>
Foreign Currency Exposure
- -------------------------
Income from Ogenic Technologies Pty Ltd ("Ogenic"), the company's
operating subsidiary, will be in the form of cash received from
customers for sales of products, services and technology and the
reimbursement of funds expended on Research & Development. In the
main, contracts are negotiated in Australian Dollars, with
liabilities incurred in Australian Dollars.
Exchange Rate
- -------------
The Exchange Rate at June 30, 1997 was: US$1.00 = A$1.35
(December 31, 1996 A$1.27)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included in this filing:
Page
Financial Statements as of June 30, 1997 F-1
Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
<PAGE>
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.
ASSOCIATED TECHNOLOGIES
By: s/ Alan James Gallagher
-----------------------
Alan James Gallagher, President (Acting)
Dated: 19 August 1997
--------------<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
- ------- 6/30/97 12/31/96
(Unaudited) (Audited)
--------------- ---------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 5,733 $ 18,054
Funds on deposit 1,850,000
Accounts receivable 264,726 181,341
Inventories 296,834 187,062
Prepaid expenses 842,382 759,051
--------------- ---------------
TOTAL CURRENT ASSETS 3,259,675 1,145,508
PROPERTY, PLANT, AND
EQUIPMENT
Equipment 376,220 425,003
Accumulated depreciation
and amortization (299,884) (309,661)
---------------- ----------------
NET PROPERTY, PLANT
AND EQUIPMENT 76,336 115,342
OTHER ASSETS
Joint Venture Investment 11,100 -
--------------- ---------------
11,100 -
--------------- ---------------
$ 3,347,111 $ 1,260,850
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 413,431 $ 155,256
Accrued expenses 279,917 324,287
Income in Advance 1,850,000 0
Loans (secured) 609,226 66,562
Accrued Employee Benefits 54,113 27,216
--------------- ---------------
<PAGE>
<PAGE>
TOTAL CURRENT LIABILITIES 3,206,687 573,321
NON-CURRENT LIABILITIES
Loans - related parties
(unsecured) 119,832 500,321
--------------- ---------------
TOTAL LIABILITIES 3,326,519 1,073,642
SHAREHOLDERS' EQUITY
Common stock par value $.001:
25,000,000 shares authorized;
2,303,520 shares issued
(2,148,000 in 1996) 2,304 2,148
Additional paid-in capital 3,332,204 2,830,112
Foreign exchange reserve 84,142 0
(Deficit) accumulated during
development stage (3,398,058) (2,645,052)
-------------- ---------------
TOTAL SHAREHOLDERS' EQUITY 20,592 187,208
-------------- ---------------
$ 3,347,111 $ 1,260,850
============== ===============
</TABLE>
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Period
from
8/9/90
(date of
incep-
Three Months Six Months tion)
Ended Ended to
6/30/96 6/30/97 6/30/96 6/30/97 6/30/97
--------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Operating
revenue $ 439,451 $ 0 $ 596,003 $ 0 $ 1,055,886
Cost of
sales (219,433) 0 (295,701) 0 (653,819)
----------- --------- ----------- --------- -----------
GROSS PROFIT 220,018 0 300,302 0 402,067
General and
adminis-
trative
expenses (409,674) (460,000) (800,173) (460,000) (2,586,804)
----------- --------- ----------- --------- -----------
Loss before
other
items (189,656) (460,000) (499,871) (460,000) (2,184,737)
----------- --------- ----------- --------- -----------
Other Items:
Expenses of
voluntary
administration 0 0 0 0 (13,284)
Profit on
sale of
fixed
assets 1,148 0 1,148 0 89,184
Goodwill on
acquisition
of subsidiary
written off 0 0 0 0 (845,012)
Exchange loss
on capitali-
sation of
subsidiary's
loan (92,068) 0 (92,068) 0 (92,068)<PAGE>
<PAGE>
Research and
development
costs (73,989) 0 (162,215) 0 (352,141)
----------- --------- ----------- --------- -----------
(164,909) 0 (253,135) 0 (1,213,321)
INCOME (LOSS)
BEFORE INCOME
TAXES (354,565) (460,000) (753,006) (460,000) (3,398,058)
PROVISION FOR
INCOME TAXES 0 0 0 0 0
----------- --------- ----------- --------- -----------
NET INCOME
(LOSS) $ (354,565) $(460,000) $(753,006) $(460,000) $(3,398,058)
=========== ========= ========= ========= ===========
Net income (loss)
per weighted
average
common share
outstand-
ing $ (0.16) $ (0.45) $ (0.35) $ (0.45) $ (2.86)
============ ========== ========== ========== ===========
Weighted average
number of
common shares
outstand-
ing 2,149,730 1,029,011 2,148,860 1,022,838 1,184,759
============ ========= ========= ========= =========
/TABLE
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Period from August 9, 1990 (Date of Inception) to June 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit
Accumulated
During
Additional Develop-
Common Stock Paid-in mental
Shares Amount Capital Stage
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Balances at 8/9/90
(Date of
Inception) $ 0 $ 0 $ 0 $ 0
Issuance of
common stock
(restricted) at
$.001 per share
at 8/9/90 1,000,000 1,000 0
Net loss for
period (1,000)
----------- --------- ---------- -----------
Balances at
12/31/90 1,000,000 1,000 0 (1,000)
Net income for
year 0
----------- --------- ---------- -----------
Balances at
12/31/91 1,000,000 1,000 0 (1,000)
Net income for
year 0
----------- --------- ---------- -----------
Balances at
12/31/92 1,000,000 1,000 0 (1,000)
Net income for
year 0
----------- --------- ---------- -----------
Balances at
12/31/93 1,000,000 1,000 0 (1,000)
Net income for
year 0
----------- --------- ---------- -----------
Balances at
12/31/94 1,000,000 1,000 0 (1,000)
Net income for
year 0
----------- --------- ---------- -----------<PAGE>
<PAGE>
Balances at
12/31/95 1,000,000 1,000 0 (1,000)
Issuance of
common stock
(restricted) at
$5.00 per share
for cash at
1/10/96 20,000 20 99,980
Issuance of
common stock
(80,000 Regulation
S and 100,000
restricted) at par
to acquire
subsidiary and
associated loan
at 6/28/96 (Value
based on assets
received) 180,000 180 -
Issuance of
common stock
(restricted) at
$2.00 per share
for expenses at
6/28/96 230,000 230 459,770
Issuance of
common stock
(restricted) at
$2.00 per share
to retire debt at
9/30/96 270,000 270 539,730
Issuance of
common stock
(Regulation S)
at $4.50 per
share to retire
debt at 9/30/96 218,000 218 980,782
Issuance of
common stock
(restricted) at
$0.001 per share
for prepaid
expenses at
9/30/96 80,000 80 -
<PAGE>
<PAGE>
Issuance of
common stock
(restricted) at
$5.00 per share
for prepaid
expenses at 150,000 150 749,850
9/30/96
Net loss for the
year to 12/31/96 (2,644,052)
----------- --------- ---------- -----------
Balances at
12/31/96 2,148,000 2,148 2,830,112 (2,645,052)
Issuance of
common stock
(Reg S) at $4
per share to
retire debt at
6/30/97 95,605 96 382,322 0
Issuance of
common stock
(Reg S) at $2
per share to
retire debt at
6/30/97 59,915 60 119,770 0
Net loss for the
period to 6/30/97 0 0 0 (753,006)
----------- --------- ---------- -----------
Balances at
6/30/97 $2,303,520 $ 2,304 $3,332,204 $(3,398,058)
=========== ========= ========== ============
</TABLE>
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Period from
8/9/90 (date
Six Months Ended of inception)
6/30/97 6/30/96 to 6/30/97
------------ ------------ -------------
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $ (753,006) $ (460,000) $ (3,398,058)
Adjustments to
reconcile net (loss)
to net cash required
by operating activities:
(Profit)/Loss on sale of
non current assets 142 0 (87,894)
Stock issued for expenses 0 460,000 0
Depreciation 32,778 0 65,015
Goodwill written off 0 0 845,012
Accrued Employee Benefits 29,588 0 42,205
Changes in assets and
liabilities:
Accounts receivable (98,046) 0 (300,085)
Inventories (125,721) 0 1,829
Prepaid expense (112,095) 0 (870,471)
Accounts payable 172,888 0 313,628
Accrued expenses 78,578 0 93,280
------------ ------------ ---------
(21,888) 460,000 102,519
------------ ------------ ----------
NET CASH REQUIRED BY
OPERATING ACTIVITIES (774,894) 0 (3,295,539)
CASH FLOWS FROM
INVESTING ACTIVITIES
Proceeds from sale of
non current assets 0 0 713,797
Cash acquired from
subsidiaries 0 104,353 147,939
Investment in joint
venture (11,850) 0 (11,850)
Purchase of Fixed Assets 0 0 (18,752)
------------ ------------ -----------
<PAGE>
<PAGE>
NET CASH PROVIDED
(REQUIRED) BY
INVESTING ACTIVITIES (11,850) 104,353 831,134
------------- ------------ -----------
CASH FLOWS FROM
FINANCING
ACTIVITIES
Loan Repayments - Bank 0 0 (657,307)
Stock sold 502,248 100,000 3,334,508
Loans - related parties 219,621 0 719,942
Loan repayments - other (68,369) 0 0
Loans - other 612,833 0 612,833
Loan repayments -
related parties (596,379) 0 (644,307)
------------- ------------ ------------
NET CASH PROVIDED
(REQUIRED) BY
FINANCING ACTIVITIES 669,954 100,000 2,365,669
------------ ------------ ------------
NET INCREASE IN CASH (116,790) 204,353 (98,736)
Foreign exchange
translation adjustment 104,469 0 104,469
------------ ------------ ------------
(12,321) 204,353 5,733
CASH AT BEGINNING
OF PERIOD 18,054 0 0
------------ ------------ ------------
CASH AT END OF PERIOD $ 5,733 $ 204,353 $ 5,733
============ ============ ============
</TABLE>
<PAGE>
<PAGE>
SUPPLEMENTAL FINANCING ACTIVITIES
During the period ended 30 June 1997, the Company issued 155,520
Regulation S shares in satisfaction of loans due to related
parties.
On 10 March 1997, the Company entered into a promissory agreement
in regard to loan funds advanced of $300,000. In addition to
interest at 10% per annum on the amount outstanding, the Company
entered into a stock option agreement with the lender for 120,000
shares at a price of $2.50 per share exercisable until 7 March
2002. The loan is secured over the Company's shares in its
subsidiary, Ogenic Technologies Pty Ltd.
In June 1997, the Company entered into a promissory agreement in
regard to loan funds advanced of $300,000. The promissory
agreement bears no interest and is repayable by December 1997. In
lieu of interest, the borrower was granted an option to purchase
205,000 shares in the Company at a price of $2 per share
exercisable until 30 June 2003.
On 16 May 1997, the Board of Directors resolved to set aside for
issuance under a Stock Option Plan (subject to formal approval by
the Company's stockholders), up to 1,000,000 shares of common stock
options to be granted to employees of the Company.
<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements as of June 30, 1997 include
the accounts of the Company and its wholly-owned subsidiary Ogenic
Technologies Pty Ltd, Ogenic's 95% owned inactive subsidiary Ogenic
Industries Pty Ltd and Ogenic's dormant subsidiary Ogenic Sales Pty
Ltd. All significant inter-company balances and transactions have
been eliminated in consolidation.
Accounting Methods
The Company recognizes income and expenses based on the accrual
method of accounting.
Cash and Cash Equivalents
All short term investments purchased with an original maturity of
three months or less are considered to be cash equivalents. Cash
and cash equivalents primarily include cash on hand and amounts on
deposit with financial institutions.
Dividend Policy
The Company has not yet adopted any policy regarding payment of
dividends.
Non Current Investments
Investments are brought to account at cost.
Property, Plant and Equipment
Property, plant and equipment are brought to account at cost, less,
where applicable, any accumulated depreciation or amortisation. The
carrying amount of property, plant and equipment is reviewed
annually by Directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is
assessed on the basis of the expected net cash flows which will be
received from the assets employed and subsequent disposal. The
expected net cash flows have not been discounted to their present
values in determining recoverable amounts.
The depreciable amount of all fixed assets including buildings and
capitalised lease assets, but excluding freehold land, is
depreciated over their useful lives commencing from the time the
asset is held ready for use.
<PAGE>
<PAGE>
The gain or loss on disposal of all fixed assets is determined as
the difference between the carrying amount of the asset at the time
of disposal and the proceeds of disposal, and is included in
operating profit before income tax of the economic entity in the
year of disposal.
Income Tax
The economic entity adopts a liability method of tax effect
accounting whereby the income tax expense shown in the Profit &
Loss Account is based on the operating profit before income tax
adjusted for permanent differences.
Timing differences which arise due to the different accounting
periods in which items of revenue and expense are included in the
determination of operating profit before income tax and taxable
income are brought to account either as a provision for deferred
income tax or as an asset described as future income tax benefit at
rates of income tax applicable to the period in which the benefit
will be received or the liability will become payable.
Future income tax benefits are not brought to account unless
realisation of the asset is assured beyond any reasonable doubt.
The amount of benefit brought to account or which may be realised
in the future is based on the assumption that no adverse change
will occur in income tax legislation and the anticipation that the
economic entity will derive sufficient future assessable income and
comply with the conditions of deductibility imposed by the Law to
permit a future income tax benefit to be claimed.
At the date of this report, the economic entity has tax losses of
approximately $5.3m of which $1m relates to Associated Technologies
and the balance relates to its principal subsidiary Ogenic
Technologies Pty Ltd. The Directors are confident that the Research
and Development syndication and funding arrangements to be
completed during 1998, will result in the full amount of the
accumulated tax losses being recovered against future taxable
income. The Directors have however, adopted a conservative view in
regard to these losses until such time as full documentation is
completed and operating results improve. Accordingly, no value has
been included in the accounts for the future income tax benefit
that is expected to arise in the foreseeable future. This
treatment is in accordance with US G.A.A.P. and Australian
accounting standards.
Inventories
With the exception of contract work in progress all inventories
are valued at the lower of cost and net realisable value. The cost
of manufactured products includes direct materials, direct labour
and an appropriate portion of variable and fixed overheads.
Overheads are applied on the basis of normal operating capacity.
Costs are assigned on the basis of weighted average.
<PAGE>
<PAGE>
Construction Contracts
All contracts which are on a fixed price basis are accounted for on
the basis that profit is recognised in proportion to the progress
of each contract when the following conditions are satisfied:
- Total contract revenues to be received can be
reliably estimated.
- The costs to complete the contract can be reliably
estimated.
- The stage of contract completion can be reliably
determined and is at least 30% of the total contract;
- The costs attributable to the contract to date can
be clearly identified and can be compared with prior estimates.
Operating Revenue
Sales revenue represents revenue earned from the sale of the
group's products, net of returns, trade allowances and duties and
taxes paid. Other revenue includes interest income, proceeds from
disposal of non current assets and insurance recoveries.
Receivables
A provision is raised for any doubtful debts based on a review of
all outstanding amounts at year end. Bad debts are written off
during the period in which they are identified.
Research & Development
During the period to June 30 1997, the company's principal
subsidiary Ogenic Technologies Pty Ltd, incurred Research and
Development Expenditures of $162,215 in the development of
Virtuoso, a digital audio playback and recording system for the
radio broadcasting industry. Virtuoso has been designed to form
the foundation of the company's future PC based play-out software
systems. These systems are intended for traditional markets and
new markets in the commercial entertainment industries.
Although the Directors are of the opinion that there will be
significant sales of Virtuoso in the future and that this
expenditure could be capitalised under Australian Standards, the
Company has adopted a conservative approach in regard to the
capitalisation of Research & Development and all expenditure to
date has, therefore, been written off.
This accounting treatment is in accordance with the US G.A.A.P
standards.
<PAGE>
<PAGE>
Intangible Assets
The company's principal trading subsidiary which was acquired in
June 1996, possesses significant core technology which has not been
recorded in the company's books. This core technology was valued
by Ernst & Young at $4.3m in
1996 for the purposes of the proposed Research and Development
Syndication.
In addition since November 1995, Ogenic Technologies Pty Ltd has
spent in excess of $530,000 in Research and Development of a new
digital recording and playback system for the radio broadcasting
industry (Virtuoso). To date, all of the amounts expended have
been written off to profit and loss in accordance with US G.A.A.P.
standards.
There is a further intangible asset relating to a future income tax
benefits which has also not been brought to account. This
treatment is consistent with the Directors conservative approach to
the recognition of intangible assets and is in accordance with both
US G.A.A.P. and Australian accounting standards.
Goodwill
Goodwill arising on consolidation of subsidiaries is capitalised
and written off over a maximum period of 5 years. However, in
accordance with SEC practice and in view of the fact that Ogenic
represented the first acquisition of AT, goodwill arising on the
acquisition of Ogenic, was written off during the year ended
December 31, 1996.
Trading Securities
The Company has adopted the reporting requirements of Statement of
Financial Accounting Standards No. 115 whereby trading securities
are reported at market value.
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are
translated to US dollars at the exchange rate at the balance sheet
date. Income statement items are translated at an average currency
exchange rate. The resulting translation adjustment is recorded as
a separate component of stockholders' equity.
NOTE 2: DEVELOPMENT STAGE COMPANY
The Company was incorporated under laws of the State of Nevada on
August 9, 1990 and was in the development stage until it acquired
its first operating subsidiary, Ogenic in June 1996. The Company
intends to provide software products for use in the commercial
entertainment industries. It sees its traditional audio
broadcasting market as one such market place. It also considers a
further market place for its play technologies may be the domestic
entertainment market.
<PAGE>
<PAGE>
NOTE 3: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principals for interim financial information and with
the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of the Company's
management, all adjustments (consisting of normal accruals)
considered necessary for a fair presentation of these financial
statements have been included. Operating results for the six months
ended June 30, 1997 are not necessarily indicative of the results
that can be expected for the year ending December 31, 1997.
NOTE 4: RELATED PARTY TRANSACTIONS
The Company's subsidiary Ogenic, leases property in Perth, Western
Australia and the Company utilises office space in New York and
Sydney, Australia when necessary.
Included under non-current liabilities are loans totalling $119,832
due to companies associated with First Sydney Capital which is a
shareholder in the Company. Both Mr. Len McDowall and Mr. Alan
Gallagher are Directors of First Sydney Capital. The loan does not
currently bear interest and no terms in regard to interest, have
been agreed.
NOTE 5: RESEARCH AND DEVELOPMENT
On June 29, 1996, a Research and Development syndicate was entered
into by Ogenic with a joint venture party for funding over a 2 year
period of $1.7 million. Details of the key terms of these
agreements have been provided in previous filings.
In December 1996, these agreements were unwound as a result of the
inability to complete the transaction within the specified time
period following a change of policy by the Australian Government.
After extensive lobbying, Ogenic's syndication was allowed to
proceed subject to appropriate approvals by the Government.
At the date of this report, Ogenic has received approval from the
Australian Government for this R & D Syndication and documentation
is progressing with a view to completion prior to September 30,
1997.
In addition to the R&D Syndication, on June 30, 1997 Ogenic was
appointed as a sub-researcher under a structured R&D funding
program with a total value of $1.85 million over the year to June
30, 1998. This contract was arranged through a related entity,<PAGE>
<PAGE>
First Sydney Capital. Further research contracts are anticipated
in the region of $1.5 million to $4.5 million over the next 12
months.
NOTE 7: INTANGIBLE ASSETS
No account has been taken of the intangible or contingent assets to
which the Company has title. These include the Company's existing
analogue product range, the released version of Virtuoso, general
technological and market knowledge in regard to the radio
broadcasting industry and the income tax benefit that may arise
once the Company has secured its Research and Development funding
programs.<PAGE>
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Three months Three months Six months Six Months
ended ended ended ended
6/30/97 6/30/96 6/30/97 6/30/96
-------------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Operating
Revenue $ 439,451 $ 56,392 $ 596,003 $ 139,341
Cost of
Sales (219,433) (65,924) (295,701) (137,857)
-------------- ------------- ------------ -----------
GROSS
PROFIT 220,018 (9,532) 300,302 1,484
General and
Administrative
expenses (409,674) (800,660) (800,173) (894,669)
-------------- ------------- ------------- ----------
Loss before
other items (189,656) (810,192) (499,871) (893,185)
Other Items:
Research and
Design costs (73,989) (180,446) (162,215) (238,390)
Bankruptcy
expenses 0 (62,961) 0 (112,222)
Debt
forgiveness 0 619,647 0 619,647
Profit on sale
of fixed asset 1,148 0 1,148 0
Exchange loss
on capitalisation
of subsidiary's
loan (92,068) 0 (92,068) 0
-------------- ------------ ------------ --------
(164,909) 376,240 (253,135) 269,035
-------------- ------------ ------------ ---------
INCOME (LOSS)
BEFORE INCOME
TAXES (354,565) (433,952) (753,006) (624,150)
PROVISION FOR
INCOME TAXES 0 0 0 0
------------- ------------ ------------ ---------
NET INCOME
(LOSS) $ (354,565) $(433,952) $ (753,006) $(624,150)
============== ============= ============ =========
<PAGE>
<PAGE>
INCOME (LOSS)
PER COMMON SHARE
Net income
(loss) per
weighted average
common share
outstanding $ (0.16) $ (0.42) $ (0.35) $ (0.63)
=============== ========= ============ ============
Weighted average
number of
common shares
outstanding 2,149,730 1,029,011 2,148,000 1,014,898
============= ========== ============= =============
</TABLE>
NB The Corporation's principal trading subsidiary Ogenic
Technologies Pty Ltd, was acquired on June 28 1996. The above
statements have been prepared for comparison purposes only and
excludes the profit on the abortive R&D Syndication in June 1996.
<PAGE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from Associated Technologies and Subsidiaries June 30,
1997 financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 5,733
<SECURITIES> 0
<RECEIVABLES> 264,726
<ALLOWANCES> 0
<INVENTORY> 296,834
<CURRENT-ASSETS> 3,259,675
<PP&E> 376,220
<DEPRECIATION> (299,884)
<TOTAL-ASSETS> 3,347,111
<CURRENT-LIABILITIES> 3,206,687
<BONDS> 0
0
0
<COMMON> 2,304
<OTHER-SE> 18,288
<TOTAL-LIABILITY-AND-EQUITY> 3,347,111
<SALES> 596,003
<TOTAL-REVENUES> 596,003
<CGS> 295,701
<TOTAL-COSTS> 295,701
<OTHER-EXPENSES> 800,173
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (753,006)
<INCOME-TAX> 0
<INCOME-CONTINUING> (753,006)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (753,006)
<EPS-PRIMARY> (.35)
<EPS-DILUTED> (.35)
</TABLE>
