<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 1996
-------------------------------------------------
Commission File Number: 033-302068
--------------------------------------------------------
AUTONOMOUS TECHNOLOGIES CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-2554729
------------------------------- ------------------------------------
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
520 N. SEMORAN BLVD., SUITE 180, ORLANDO, FL 32807
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(407) 282-1262
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicated 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 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
On August 12, 1996, there were 6,749,950 shares of the registrant's $.01
par value Common Stock outstanding.
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
INDEX TO FORM 10-Q
PAGE
-----------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of June 30, 1996, March 31, 1996 and December 31, 1995 3
Statements of Operations for the three months ended June 30, 1996 and 1995,
for the six months ended June 30, 1996 and 1995, and for the cumulative
period from inception to June 30, 1996 4
Statement of Stockholders' Deficit for the three months ended June 30, 1996 5
Statements of Cash Flows for the three months ended June 30, 1996 and 1995,
for the six months ended June 30, 1996 and 1995, and for the cumulative
period from inception to June 30, 1996 6
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
-2-
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
-----------------------------------
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
(UNAUDITED)
JUNE 30, MARCH 31, DECEMBER 31,
1996 1996 1995
---- ---- ----
ASSETS
------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,854,346 $ 1,339,397 $ 492,326
Investments ( Note 3 ) 13,084,713 - -
Stock issuance costs - 364,432 -
Prepaid expenses and other assets 100,199 46,713 47,527
----------- ----------- --------
Total current assets 17,039,258 1,750,542 539,853
PROPERTY AND EQUIPMENT, net 545,573 313,542 235,640
ADVANCE LICENSING FEES 750,000 - -
OTHER ASSETS 130,837 23,581 24,000
----------- ----------- --------
Total assets $18,465,668 $ 2,087,665 $ 799,493
=========== =========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 321,977 $ 137,023 $ 326,527
Accrued expenses 318,570 559,375 230,281
Current portion of obligation under capital leases 52,655 4,469 4,469
Advance from shareholder - 1,000,000 1,000,000
------------ ----------- -----------
Total current liabilities 693,202 1,700,867 1,561,277
OBLIGATION UNDER CAPITAL LEASES, less current portion 141,294 31,008 22,832
OBLIGATION UNDER STRATEGIC ALLIANCE AGREEMENT 675,000 525,000 375,000
CONVERTIBLE NOTE PAYABLE - 2,405,000 2,405,000
------------ ----------- -----------
Total liabilities 1,509,496 4,661,875 4,364,109
------------ ----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Convertible preferred stock, $1 par value
Series A, 0 and 3,354 shares authorized; none, 3,354 and 3,354
issued and outstanding at June 30, 1996, March 31, 1996 and December
31, 1995, respectively - 3,354 3,354
Series B, 0 and 1,483 shares authorized; none, 1,483 and 1,483
issued and outstanding at June 30, 1996, March 31, 1996 and December
31, 1995, respectively - 1,483 1,483
Series C, 0 and 2,927 shares authorized; none, 2,927 and 2,927
issued and outstanding at June 30, 1996, March 31, 1996 and December
31, 1995, respectively - 2,927 2,927
Series D, 0 and 6,819 shares authorized; none and 6,819 and 2,456
issued and outstanding at June 30, 1996, March 31, 1996 and December
31, 1995, respectively - 6,819 2,456
Undesignated series, 1,000,000 shares authorized; none issued and
outstanding - - -
Common stock $.01 par value 15,000,000 shares authorized; 6,749,950
shares issued and outstanding at June 30, 1996, and 1,245,000
shares issued and outstanding at March 31, 1996 and December 31,
1995, respectively 67,500 12,450 12,450
Additional paid - in capital 28,427,237 7,014,002 4,673,362
Deficit accumulated during the development stage (11,538,565) (9,615,245) (8,260,648)
------------ ----------- ----------
Total stockholders' equity (deficit) 16,956,172 (2,574,210) (3,564,616)
------------ ----------- ----------
$ 18,465,668 $ 2,087,665 $ 799,493
============ =========== ==========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
-3-
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
-----------------------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
Three Months Ended Six Months Ended from Inception
-------------------- ------------------- (July 23, 1985)
June 30, June 30, June 30, June 30, to June 30,
1996 1995 1996 1995 1996
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REVENUES FROM RESEARCH GRANTS $ - $ - $ - $ - $ 3,450,517
OPERATING EXPENSES:
Costs of revenues from research grants - - - - 3,465,596
Clinical trials 480,971 228,063 676,243 345,042 1,850,708
Research and development 746,231 345,680 1,203,981 851,181 5,036,356
Selling and marketing 326,876 274,891 507,681 276,955 1,278,716
General and administrative 357,378 133,623 739,247 274,537 2,913,545
Other expenses 150,000 75,000 300,000 75,000 675,000
---------- ---------- ---------- ---------- -----------
OPERATING LOSS 2,061,456 1,057,257 3,427,152 1,822,715 11,769,404
OTHER INCOME (EXPENSE):
Interest income 142,702 13,650 154,459 28,921 278,096
Interest expense (4,566) - (5,224) - (42,485)
---------- ---------- ---------- ---------- -----------
LOSS BEFORE INCOME TAXES 1,923,320 1,043,607 3,277,917 1,793,794 11,533,793
INCOME TAXES - - - - (4,772)
---------- ---------- ---------- ---------- -----------
NET LOSS $1,923,320 $1,043,607 $3,277,917 $1,793,794 $11,538,565
========== ========== ========== ========== ===========
LOSS PER SHARE:
Net loss per share $ (0.39) $ (0.30) $ (0.77) $ (0.53)
========== ========== ========= ==========
Weighted average common and common
equivalent shares used in computing
net loss per share 4,985,331 3,425,185 4,229,836 3,413,752
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
----------------------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
-------------------------------------------
FOR THE THREE MONTHS ENDED JUNE 30, 1996
----------------------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit
Convertible Accumulated
Preferred Stock Common Stock Additional During
--------------- ------------ Paid In the Development
Shares Amount Shares Amount Capital Stage
------- -------- ---------- -------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, March 31, 1996 14,583 $14,583 1,245,000 $12,450 $ 7,014,002 $(9,615,245)
Conversion of all preferred stock upon
closing of initial public offering (14,583) (14,583) 2,187,450 21,875 (7,292) -
Conversion of note payable and advance
from shareholder upon closing of
initial public offering - - 817,500 8,175 3,396,825 -
Issuance of common stock in initial
public offering, net of offering costs - - 2,500,000 25,000 17,868,000 -
In-kind services provided by CIBA - - - - 106,793 -
Compensation under stock option plan - - - - 48,909 -
Net loss - - - - - (1,923,320)
------- -------- --------- -------- ----------- ------------
BALANCE, June 30, 1996 - $ - 6,749,950 $67,500 $28,427,237 $(11,538,565)
======= ======== ========= ======= =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
-5-
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
-----------------------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED From Inception
June 30, June 30, June 30, June 30, (July 23, 1985)
------------ ----------- ----------- ---------------- to June 30,
1996 1995 1996 1995 1996
------------ ----------- ----------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,923,320) $(1,043,607) $(3,277,917) $(1,793,794) $(11,538,565)
Adjustments to reconcile net loss to
net cash used in operating activities -
In-kind services provided by
shareholder 106,793 44,030 198,136 44,030 418,284
Compensation expense related to
employee stock options 48,909 - 121,069 - 501,695
Compensation expense related to
common stock placed in escrow for
future services - 24,050 - 24,050 24,050
Convertible preferred stock issued
for services - - - - 162,500
Depreciation and amortization 12,904 9,190 25,808 16,899 230,889
Changes in assets and liabilities -
(Increase) decrease in prepaid expenses
and other assets (161,382) 76,935 (161,382) 7,721 (202,909)
Increase in advance licensing fees (750,000) - (750,000) - (750,000)
(Decrease) increase in accounts payable 184,954 139,092 (4,550) 123,958 321,977
(Decrease) Increase in accrued expenses (240,805) 34,002 88,289 125,967 318,570
Increase in obligation under
strategic alliance agreement 150,000 75,000 300,000 75,000 675,000
--------- --------- --------- --------- ---------
Net cash used in operating activities (2,571,947) (641,308) (3,460,547) (1,376,169) (9,838,509)
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (75,265) (16,716) (157,223) (19,947) (569,630)
Investments made (13,084,713) - (13,084,713) - (13,084,713)
------------ ----------- ----------- ---------- -----------
Net cash used in investing activities (13,159,978) (16,716) (13,241,936) (19,947) (13,654,343)
------------ ----------- ----------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of
convertible preferred stock - - 2,181,500 - 6,002,708
Proceeds from issuance of common
stock, net of issuance costs 18,257,432 - 17,893,000 - 17,980,500
Payment of obligation under capital
leases (11,198) - (11,870) - (12,883)
Advance from shareholder - 1,000,000 - 1,000,000 1,000,000
Proceeds from issuance of convertible
note payable - - - - 2,405,000
Proceeds from long-term debt - - - - 200,000
Repayment of long-term debt - - - - (200,000)
Stock issuance costs incurred - (69,082) - (69,082) -
Other, net 640 - 1,873 - (28,127)
---------- --------- --------- ---------- ----------
Net cash provided by financing
activities 18,246,874 930,918 20,064,503 930,918 27,347,198
---------- ---------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN CASH 2,514,949 272,894 3,362,020 (465,198) 3,854,346
----------- --------- ---------- ---------- ----------
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CASH, beginning of period 1,339,397 975,428 492,326 1,713,520 -
---------- ---------- --------- --------- ----------
CASH, end of period $3,854,346 $1,248,322 $3,854,346 $1,248,322 $3,854,346
========== ========== ========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Noncash transaction-
Equipment acquired under
capital leases $ 169,670 - $ 178,518 - $ 206,832
Interest paid $ 4,566 - $ 5,224 - $ 42,485
</TABLE>
The accompanying notes are an integral part of these statements.
-7-
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 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 management, all adjustments (consisting of normal
recurring accruals and adjustments) considered necessary for a fair presentation
have been included. Operating results for the three month period ended June 30,
1996, are not necessarily indicative of the results that may be expected for the
year ended December 31, 1996. For further information, refer to the financial
statements and footnotes thereto included in the Autonomous Technologies
Corporation ("Company") Prospectus dated May 1, 1996.
Fully diluted loss per share is not presented due to the anti-dilutive effect
of the Company's convertible preferred stock, which converted to common stock
upon the closing of the Company's initial public offering.
2. INITIAL PUBLIC OFFERING
On May 7, 1996, the Company completed its initial public offering of common
stock. The Company sold 2,500,000 shares of common stock at $8.00 per share with
net proceeds to the Company of approximately $17,893,000, after underwriters'
discount of $1.4 million and related offering expenses of approximately
$707,000. Concurrent with this event, all of the outstanding convertible
preferred stock and certain debt of the Company were converted to common shares.
3. INVESTMENTS
During May and June, the Company invested a substantial portion of the
proceeds of its initial public offering in a "maturity ladder" of U.S. Treasury
and Agency securities with maturities beyond three months at the time of
purchase. These investments are being accounted for as "available-for-sale
securities" under Statement of Financial Accounting Standards No. 115. At June
30, 1996, the investments are stated at approximately quoted market value.
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27Q of the Securities Act of 1933 and Section 1E of the
Securities Exchange Act of 1934. Actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
important facotrs. For a discussion of important factors that could affect the
Company's results, please refer to the Overview section and financial statement
line item discussions below. Readers are also encouraged to refer to the
Company's registration statement on Form S-1 filed with the Securities Exchange
Commission on May 1, 1996.
OVERVIEW
Autonomous Technologies Corporation ("Company") is engaged in the design
and development of the next generation of excimer laser instruments for
surgically correcting myopia and other refractive errors of the human eye, such
as hyperopia and astigmatism. The Company's T-PRK(R) System combines high speed,
laser radar eye tracking with precisely scanned narrow beam shaping, with the
objective of improving refractive surgical outcomes for these conditions over
those achieved with radial keratotomy and earlier generation photo refractive
keratectomy ("PRK") systems.
From its founding in 1985 until late in 1992, the Company worked under
various research grants from the Strategic Defense Initiative, or "Star Wars,"
and under a grant to develop laser radar tracking technology. The Company has
applied this technology to eye tracking and developed its LADARVision(R) eye
tracking capability which allows the T-PRK System to track and compensate for
any sudden involuntary eye movement (saccadic eye movement) during the PRK
procedure.
The Company is a development stage enterprise. Since inception, the Company
has experienced significant operating losses, and as of June 30, 1996, had an
accumulated deficit of approximately $11.5 million. To date, the Company has had
revenues relating only to research grants, which is an endeavor no longer
pursued by the Company. The Company anticipates that its operating losses will
continue for the foreseeable future because it plans to expend substantial
resources in funding clinical trials, sales and marketing activities, commercial
manufacturing, and research and development. The Company expects that research
and development expenses will remain at relatively high levels for the
foreseeable future due to continued development of the system and algorithms for
additional patient indications. Additionally, it expects that both clinical
trial costs and sales and marketing costs will escalate as those programs expand
to meet the Company's business goals. The foregoing forward looking statements
could be affected by certain risks and uncertainties, including: ongoing results
from clinical trials; foreign market acceptance of the T-PRK System; and the
ability of the Company to ramp up production to adequate levels.
-9-
<PAGE>
RESULTS OF OPERATIONS
Operating Expenses
Clinical trials expenses were $480,971 and $228,063 in the quarters ended June
30, 1996 and 1995, respectively. Clinical trials expenses were $676,243 and
$345,042 in the six months ended June 30, 1996 and 1995, respectively. These
increases of 111% and 96% in the quarter and six months, respectively, are due
to the Company's addition of staff in the clinical department and the opening of
its U.S. clinical trials program in mid-March 1996, which was permitted with the
granting of the Company's investigational device exemption by the U.S. Food and
Drug Administration on January 3, 1996. Clinical trial expenses are expected to
continue to increase.
Research and development expenses were $746,231 and $345,680 in the quarters
ended June 30, 1996 and 1995, respectively. Research and development expenses
were $1,203,981 and $851,181 in the six months ended June 30, 1996 and 1995,
respectively. The increase of 116% and 41% in the quarter and six months,
respectively, primarily reflects both the recent growth of the company's
production organization and the beginning of parts and component receipts for
clinical system builds. Until the production organization begins producing
systems for commercial shipment later in 1996, the cost of the production staff
and clinical system components will continue to be charged to research and
development. Production expenses will continue to increase as the company
prepares for commercial production and customer support.
Selling and marketing expenses were $326,876 and $274,891 in the quarters ended
June 30, 1996 and 1995, respectively. Selling and marketing expenses were
$507,681 and $276,955 in the six months ended June 30, 1996 and 1995,
respectively. These increases of 19% and 83% in the quarter and six months,
respectively, represent increased compensation expense, primarily to a
consultant under a variable compensation plan due to the Company's stock price
increase from that used in equivalent prior calculations and due to increased
billings for "in-kind" services (non-cash) from CIBA Vision under the terms of
the Company's 1995 Strategic Alliance Agreement (in mid-1995, the company
received a commitment of $1,000,000 worth of contributed sales and marketing
services over three years as part of that Agreement). Selling and marketing
expenses will increase as the Company prepares to offer the T-PRK(R) System
commercially and increases trade show presence.
General and administrative expenses were $357,378 and $133,623 in the quarters
ended June 30, 1996 and 1995, respectively. General and administrative expenses
were $739,247 and $274,537 in the six months ended June 30, 1996 and 1995,
respectively. These increases of 167% and 169% in the quarter and six months,
respectively, are due to increased staffing, including the hiring of an
Executive Vice President, Chief Operating Officer and a Vice President, Chief
Financial Officer, neither of which were employed by the Company in the 1995
quarter or first half. Additionally the company has incurred other increased
costs, such as legal, accounting and insurance fees as the Company's business
scope has expanded. G&A costs are not anticipted to increase substantially in
the near future.
Other expense of $150,000 for the quarter ended June 30, 1996 related entirely
to the accrual being made for the shares that may be issuable in May 1999 to
CIBA Vision under the terms of the 1995 Strategic Alliance Agreement. The
comparative and initial charge taken was in the prior year's quarter at $75,000.
The shares are to be issued unless certain requirements, relating to the
accumulated 6% commission on revenues the Company will pay to CIBA Vision, are
satisfied. For the six months ended June 30, 1996 and 1995, respectively, the
expense was $300,000 and $75,000. This charge will continue on a straight line
basis until the determination event in May 1999.
-10-
<PAGE>
Interest income and interest expense
Interest income was $142,702 and $13,650 in the quarters ended June 30, 1996 and
1995, respectively. The large increase was due to interest income earned for
part of the quarter on the proceeds of the initial public offering, which closed
on May 7. The Company expects to have interest income that will partially
offset operating losses for several fiscal quarters. Interest income for the
six months ended June 30, 1996 and 1995, respectively, was $154,459 and $28,921.
Interest expense was $4,566 in the quarter ended June 30, 1996 compared with
none in the 1995 quarter. This new interest expense is due to new capital lease
obligations the Company has assumed for a telephone system and engineering
workstations.
Operating and Net Losses
The net effect of the foregoing expense items was that the Company's operating
loss increased to $1,923,320, or by 84%, in the quarter ended June 30, 1996,
from $1,043,607 in the quarter ended June 30, 1995. The Company's net loss
increased to $3,277,917 or by 83%, in the six months ended June 30, 1996, from
$1,793,794 in the six months ended June 30, 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents and investments were $16,939,059,
$1,339,397 and $492,326 at June 30, 1996, March 31, 1996 and December 31, 1995,
respectively. The substantial increase was primarily due to the addition of the
net proceeds of $17,893,000 from the Company's initial public offering, offset
by a continued use of cash for operations, capital expenditures in cash of
approximately $75,000, and the investment of $750,000 in an advance licensing
fee.
As of June 30, 1996, the Company had commitments under blanket and/or long-term
purchase orders for material to build T-PRK Systems totalling over $1,000,000.
In July 1996, the Company executed a lease for a main office and production
facility of 25,000 square feet. The Company anticipates occupying the facility
in early 1997. The lease term is ten (10) years with two five year renewal
options and termination opportunities at years five and seven in the lease. Base
rent under this lease for the first year is $237,500, with annual 3% increases
in subsequent years. The lease payments will include rent on up to $500,000 of
tenant improvements, including certain outfitting of production areas.
The Company's common stock is quoted on NASDAQ under the symbol "ATCI".
-11-
<PAGE>
PART II -- OTHER INFORMATION
AUTONOMOUS TECHNOLOGIES CORPORATION
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities
---------------------
On May 7, 1996, the Company's initial public offering was closed with
realization of net proceeds of $17,893,000. Concurrent with the closing,
the Company's four issued series of preferred stock automatically
converted to common as did the Company's outstanding debt to a
shareholder, CIBA Vision. As such, all outstanding shares of the
Company's stock are now common stock. Some of the unregistered stock has
demand or piggyback registration rights.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not Applicable
Item 5. Other Information
-----------------
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit 11 - Statement Regarding Computation of Loss per Share.
(b) Exhibit 27-Financial Data Schedule (for SEC use only).
(c) No reports on Form 8-K were filed in the three months ended June 30,
1996. A current report on Form 8-K, dated July 19, 1996 and
simultaneously filed, was filed pursuant to Item 5. This filing was
made in reference to an announcement of the Company's election of a
new director, Dr. Richard H. Keates, and appointment of a new
officer, George H. Pettit. No financial statements or proforma
financial information was filed with this Form 8-K.
-12-
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
AUTONOMOUS TECHNOLOGIES CORPORATION
August 13, 1996
By: /s/ Monty K. Allen
------------------
Monty K. Allen
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
-13-
<PAGE>
EXHIBIT 11
AUTONOMOUS TECHNOLOGIES CORPORATION
STATEMENT REGARDING COMPUTATION OF LOSS PER SHARE
(NOTE 1)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- -----------------------------
PRIMARY LOSS PER SHARE June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Loss $(1,923,320) $(1,043,607) $(3,277,917) $(1,793,794)
------------- ------------- ------------- -------------
Weighted average common shares outstanding during the
periods 2,708,139 1,147,993 1,952,645 1,136,560
Series D convertible preferred shares issued from November
1995 to February 1996, as if outstanding for the entire
periods in accordance with Staff Accounting Bulletin
No. 83 1,022,850 1,022,850 1,022,850 1,022,850
Common stock warrants issued in connection with Series D
convertible preferred shares, on the treasury stock method,
as if outstanding for the entire periods in accordance with
Staff Accounting Bulletin No. 83 440,563 440,563 440,563 440,563
Stock options, on the treasury stock method, in accordance with
Staff Accounting Bulletin No. 83 586,149 586,149 586,149 586,149
Future shares issuable to CIBA, on the treasury stock method,
as if outstanding for the entire periods in accordance with
Staff Accounting Bulletin No. 83 210,351 210,351 210,351 210,351
Common shares issued under the terms of an Executive Stock
Agreement, on the treasury stock method, as if outstanding
for the entire periods in accordance with Staff Accounting
Bulletin No. 83 17,279 17,279 17,279 17,279
------------- ------------- ------------- -------------
Shares used in computation 4,985,331 3,425,185 4,229,836 3,413,752
========== ========== ========= ========
Primary loss per share $ (0.39) $ (0.30) $ (0.77) $ (0.53)
=========== ========== ========== =========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> MAR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 3,854,346
<SECURITIES> 13,084,713
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,039,258
<PP&E> 776,462
<DEPRECIATION> 230,889
<TOTAL-ASSETS> 18,465,668
<CURRENT-LIABILITIES> 693,202
<BONDS> 0
0
0
<COMMON> 67,500
<OTHER-SE> 16,888,672
<TOTAL-LIABILITY-AND-EQUITY> 18,465,668
<SALES> 0
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</TABLE>
