<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
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 __________
For the quarterly period ended MARCH 31, 1997
--------------------------------------------------
Commission File Number: 333-2068
---------------------------------------------------------
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)
2800 DISCOVERY DRIVE, ORLANDO, FLORIDA 32826
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(407) 384-1600
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Former name, former address and former fiscal year,
if changed since the last report:
520 N. Semoran Blvd., Suite 520, Orlando, FL 32807
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 April 30, 1997, there were 6,888,689 shares of the registrant's $.01 par
value Common Stock outstanding.
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Index to Form 10-Q
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of March 31, 1997, and December 31, 1996 3
Statements of Operations for the three months ended March 31, 1997 and
1996, and for the cumulative period from inception to March 31, 1997 4
Statements of Cash Flows for the three months ended March 31, 1997 and
1996, and for the cumulative period from inception to March 31, 1997 5
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
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
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
-----------------------------------
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1997 1996
------ ---- ----
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,363,662 $ 2,980,036
Investments (note 1) 7,921,597 9,263,754
Restricted investment 136,717 162,000
Inventories (note 1) 348,534 262,607
Prepaid expenses and other assets 267,421 63,018
---------------------------
Total current assets 10,037,931 12,731,415
PROPERTY AND EQUIPMENT, net 468,203 435,555
ADVANCE LICENSING FEES 750,000 750,000
OTHER ASSETS 190,092 209,279
---------------------------
Total assets $ 11,446,226 $ 14,144,249
===========================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 383,533 $ 834,785
Accrued expenses 444,478 422,254
Note Payable 123,881 151,299
Current portion of Obligation under
capital leases 59,796 55,130
---------------------------
Total current liabilities 1,011,688 1,463,468
OBLIGATION UNDER CAPITAL LEASES, less
current portion 103,918 122,133
OBLIGATION UNDER STRATEGIC ALLIANCE
AGREEMENT 1,125,000 975,000
---------------------------
Total liabilities 2,240,606 2,560,601
---------------------------
STOCKHOLDERS' EQUITY:
Common stock $.01 par value 15,000,000
shares authorized; 6,888,689 and
6,763,187 shares issued and
outstanding at March 31, 1997 and
December 31, 1996, respectively 68,887 67,632
Additional paid--in capital 29,003,265 28,784,708
Deficit accumulated during the
development stage (19,866,532) (17,268,692)
---------------------------
Total stockholders' equity 9,205,620 11,583,648
---------------------------
$ 11,446,226 $ 14,144,249
===========================
</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
FROM INCEPTION
THREE MONTHS ENDED THREE MONTHS ENDED (JULY 23, 1985) TO
MARCH 31, MARCH 31, MARCH 31,
1997 1996 1997
---- ---- ----
<S> <C> <C> <C>
REVENUES FROM RESEARCH GRANTS $ - $ - $ 3,450,517
OPERATING EXPENSES:
Costs of revenues from research grants - - 3,465,596
Clinical trials 589,282 195,272 3,479,159
Research and development 774,049 457,750 8,127,805
Selling and marketing 296,041 180,805 2,257,974
General and administrative 509,822 381,869 4,536,471
Other expenses 576,884 150,000 2,235,758
----------- ------------ ------------
OPERATING LOSS (2,746,078) (1,365,696) (20,652,246)
OTHER INCOME (EXPENSE):
Interest income 156,809 11,757 862,312
Interest expense (8,571) (658) (71,826)
---------- ------------ ------------
LOSS BEFORE INCOME TAXES (2,597,840) (1,354,597) (19,861,760)
INCOME TAXES - - 4,772
---------- ------------ ------------
NET LOSS $(2,597,840) $(1,354,597) $(19,866,532)
=========== ============ ============
LOSS PER SHARE:
Net loss per common and common
equivalent share $(.38) $(.36)
=========== ============
Weighted average common and common
equivalent shares used in computing
net loss per share (notes 1 and 2) 6,831,297 3,741,303
=========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
------------------------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
CUMULATIVE
THREE MONTHS ENDED FROM INCEPTION
MARCH 31, (JULY 23, 1985) TO
----------------- MARCH 31,
1997 1996 1997
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,597,840) $(1,354,597) $(19,866,532)
Adjustments to reconcile net loss to net cash used in
operating activities-
In-kind services provided by shareholder 125,001 91,343 794,885
Compensation expense related to employee stock options 48,912 72,160 648,428
Compensation expense related to common stock placed in
escrow for future services 43,779 - 245,475
Convertible preferred stock issued for services - - 162,500
Loss on disposal of property and equipment - - 85,167
Depreciation and amortization 55,469 12,904 434,274
Changes in assets and liabilities-
Increase in inventories (85,927) - (348,534)
Increase in prepaid expenses and other assets (185,215) - (427,513)
Increase in advance licensing fees - - (750,000)
(Decrease) increase in accounts payable (451,252) (189,504) 383,533
(Decrease) increase in accrued expenses (21,555) 329,094 223,053
Increase in obligation under strategic alliance
agreement 150,000 150,000 1,125,000
----------- ----------- ------------
Net cash used in operating activities (2,918,628) (888,600) (17,290,264)
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (70,118) (81,958) (780,811)
Restricted investment proceeds (investment made), net 25,283 - (136,717)
Investments made (2,261,274) - (16,405,354)
Investment proceeds 3,603,431 - 8,483,757
----------- ----------- ------------
Net cash provided from (used in) investing
activities 1,297,322 (81,958) (8,839,125)
----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of convertible preferred stock - 2,181,500 6,002,708
Net proceeds from issuance of common stock - - 17,980,500
Proceeds from exercise of stock options 45,899 - 54,081
Payment of obligation under capital leases (13,549) (672) (43,119)
Net proceeds from note payable - - 151,299
Payment of note payable (27,418) - (27,418)
Advance from shareholder - - 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 - (364,432) -
Other, net - 1,233 (30,000)
----------- ----------- ------------
Net cash provided by financing activities 4,932 1,817,629 27,493,051
----------- ----------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,616,374) 847,071 1,363,662
</TABLE>
-5-
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
-----------------------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
------------------------
CONTINUED
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,616,374) 847,071 1,363,662
CASH AND CASH EQUIVALENTS, beginning of period 2,980,036 492,326 -
----------- ---------- ----------
CASH, end of period $ 1,363,662 $1,339,397 $1,363,662
=========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Noncash transactions-
Property and equipment purchases subject to capital lease obligations $ - $ 8,848 $ 206,833
Advance from stockholder converted to common stock $ - - $1,000,000
Convertible note converted to common stock $ - - $2,405,000
Cash transactions-
Interest paid $ 8,571 $ 658 $ 67,889
</TABLE>
The accompanying notes are an integral part of these statements.
-6-
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance 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 March 31, 1997, are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the Management's Discussion and Analysis of Financial Condition and Results of
Operations and the Financial Statements and Footnotes thereto included in the
Autonomous Technologies Corporation ("Company") Annual Report on Form 10-K as
filed March 21, 1997.
The Company's investments consist 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 March 31, 1997, the investments are
stated at amounts which approximate quoted market value.
Inventories are stated at lower of cost or market. Cost is determined on the
first-in, first-out method.
Fully diluted loss per common and common equivalent share is not presented due
to the anti-dilutive effect (i.e. the effect of reducing loss per share) of the
Company's stock options and warrants in accordance with Accounting Principles
Board Opinion No. 15 ("APB No. 15"). See Note 2. below.
2. NEWLY ISSUED ACCOUNTING STANDARD - EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128").
SFAS No. 128 establishes new standards for computing and presenting earnings per
share ("EPS"). Specifically, SFAS No. 128 replaces the presentation of primary
EPS with a presentation of basic EPS, requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and
denominator of the diluted EPS computation. SFAS No. 128 is effective for
financial statements issued for periods ending after December 15, 1997; earlier
application is not permitted.
The Company's basic EPS, in accordance with SFAS No. 128, would be the same as
the Company's presentation of loss per common and common equivalent share on the
face of the Statement of Operations. Similar to the requirements of APB No. 15,
SFAS No. 128 does not require presentation of diluted EPS in instances where the
entity is operating at a loss and the result of the diluted EPS calculation is
to reduce net loss per share. As a result, pro forma disclosures of diluted EPS
are not required.
-7-
<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 27A of the Securities Act of 1933 and Section 21E 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 factors. 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 set forth below.
The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto included in Part I -- Item 1 of this
Quarterly Report; and in conjunction with the audited financial statements and
notes thereto and Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in the Company's Annual Report on Form 10-K
filed with the Securities Exchange Commission on March 21, 1997.
OVERVIEW
Autonomous Technologies Corporation ("Autonomous" or the "Company"), a Florida
corporation formed in 1985, has been engaged since 1993 in the design and
development of the next generation of excimer laser instruments for laser vision
correction ("LVC") to reduce or eliminate a person's dependence on eyeglasses or
contact lenses. The Company's technology combines eye tracking with a narrow
beam excimer laser to treat common refractive vision disorders such as myopia
(nearsightedness), hyperopia (farsightedness) and astigmatism (blurred vision).
The Company's objective is to improve refractive surgical outcomes for these
conditions over those achieved by earlier LVC systems.
Vision correction is one of the largest medical markets, with over 136 million
people in the United States using eyeglasses or contact lenses. Within this
group, approximately 60 million people are myopic. Industry sources estimate
that Americans spend approximately $13 billion on eyeglasses, contact lenses and
other vision correction products and services each year.
The Company is a development stage enterprise. Since inception, the Company has
experienced significant operating losses, and, as of March 31, 1997, had an
accumulated deficit of approximately $19.9 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. Additionally, the Company is
funding, and expects to continue to fund, a legal action against a patent
pooling partnership that operates in the U.S. LVC industry. The Company expects
that research and development expenses will remain at relatively high levels for
the foreseeable future due to continued development of the Company's T-PRK(R)
System, algorithms for additional surgical indications such as hyperopia, and
the development of complementary technologies such as the Company's
CustomCornea(TM) project. 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: ability to
complete research and development projects (and register their capabilities with
the FDA) that the Company judges to be necessary to be a viable competitor in
the future LVC marketplace; ongoing results from past and future clinical
trials; foreign and subsequently, U.S., market acceptance of the T-PRK System;
and the ability of the Company to ramp up production to adequate levels to meet
demand and generate net revenues to cover the overhead of the business.
-8-
<PAGE>
RESULTS OF OPERATIONS
Operating Expenses
Clinical trials expenses were $589,282 and $195,272 in the quarters ended March
31, 1997 and 1996, respectively. These expenses increased 202% due to the
Company's addition of staff in the clinical department and the opening of its
U.S. clinical trials program for low and moderate myopia and astigmatism in mid-
March 1996. The Company pays the operating costs of the T-PRK Systems at the
clinical sites, makes contributory payments toward patient recruitment and
treatment, supplies Company staff to assist with operations, and retains
clinical consulting services to assist with the collection and analysis of data
and the preparation of FDA filings. As the Company adds additional staff during
the balance of 1997 and progresses through additional clinical trials for
hyperopia, LASIK and additional myopic indications, clinical trials expenses
will continue to increase. There is no certainty that the conduct or results of
the current or future clinical trials will result in FDA approvals for any of
the surgical indications sought.
Research and development expenses were $774,049 and $457,750 in the quarters
ended March 31, 1997 and 1996, respectively. The increase of 69% is due to the
fact that research and development staffing has been increased since the 1996
first quarter, primarily to add systems integration and software engineers for
continued T-PRK System improvements and to add scientists to conduct the
Company's CustomCornea research project. While the Company's research efforts to
date have been productive in creating the T-PRK System, it is uncertain whether
continued investment in research and development will be as productive as it has
been in the past, if at all. Further, it is uncertain whether the Company's
CustomCornea project will produce a viable commercial product or procedure or
whether such product or procedure will be approved by the FDA.
Selling and marketing expenses were $296,041 and $180,805 in the quarters ended
March 31, 1997 and 1996, respectively. This increase of 64% reflects increases
in compensation expenses and travel as the Company prepares to enter foreign
markets. Additionally, the Company incurred a charge for stock compensation for
a CIBA officer in the first quarter of 1997 that exceeded that in the same 1996
quarter. In mid-1995, with the signing of a Strategic Alliance Agreement with
CIBA Vision, the company received a commitment of $1,000,000 worth of
contributed sales and marketing services over three years. By March 31, 1997,
approximately 80% of that $1,000,000 commitment had been utilized. The Company
expects sales and marketing expenses to be among the fastest growing expenses in
the immediate future as the Company's manufacturing capabilities are improved to
support the placement of commercial systems in the balance of 1997 and into
1998. The Company has not placed a commercial system to date and it is uncertain
whether the Company's pricing structure and product offering will be accepted by
the LVC marketplace.
General and administrative expenses were $509,822 and $381,869 in the quarters
ended March 31, 1997 and 1996, respectively. This increase of 34% is due to
increased overall Company staffing which in turn requires increased
infrastructure to support, including additional short-term space needs and
telecommunications needs. Additionally, the Company incurred higher levels of
travel, legal and other related costs as the business prepares for commercial
activity. It is anticipated that those general and administrative expenses will
continue to increase, but at a slower rate than the operating expenses discussed
in the foregoing three paragraphs.
Other expenses were $576,884 and $150,000 in the quarters ended March 31, 1997
and 1996, respectively. There are two major components of this expense category:
1) An accrual which is being made for shares that may be issuable to CIBA
Vision in May 1999 under the terms of the 1995 Strategic Alliance Agreement.
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. The Company anticipates that the shares will be issued in May
1999.
-9-
<PAGE>
2) Legal expenses that relate to the Company's pursuit, beginning in the latter
half of 1996, of two legal actions and the defense of another, all having to
do with alleged infringement, unenforceability and invalidity of certain LVC
patents held in various jurisdictions by other participants in the LVC
industry. In the first quarter of 1997, the Company was able to reach a
settlement in two of those three cases whereby the Company received a
license to utilize certain patents outside the U.S. As a result of these
settlement negotiations, legal expenses increased in the 1997 quarter to
over $100,000 per month. The Company is still pursuing, as the plaintiff,
one case in the U.S. and expects to incur approximately $100,000 per month
of legal expenses indefinitely in connection with this action. There can be
no assurance that the continued pursuit of this remaining case will result
in any change in commercial terms for the Company's T-PRK System in the U.S.
Further, there can be no assurances that other legal matters will not be
opened that the Company cannot presently foresee.
Interest income and interest expense
Interest income was $156,809 and $11,757 in the quarters ended March 31, 1997
and 1996, respectively. The increase was due to significantly higher average
cash balances in the 1997 quarter, which is the direct result of the proceeds
from the Company's initial public offering in 1996. Interest expense was $8,571
and $658 in the quarters ended March 31, 1997 and 1996, respectively. This
increase in interest expense was due to the incurrence, in 1995 and 1996, of
capital lease obligations for telecommunication and engineering systems. As the
Company's cash balances are depleted in coming quarters in order to fund
operations, interest income will continue to decline and interest expense will
increase due to the Company's new capital leases relating to furniture and
telecommunications equipment for its new facility.
Operating and Net Losses
The net effect of the foregoing expense items was that the Company's operating
loss increased to $2,746,078, or by 101%, in the quarter ended March 31, 1997,
from $1,365,696 in the quarter ended March 31, 1996. The Company's net loss
increased to $2,597,840 or by 92%, in the quarter ended March 31, 1997, from
$1,354,597 in the quarter ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents and available-for-sale investments were
$9,285,259 and $12,243,790 at March 31, 1997, and December 31, 1996,
respectively. The company incurred expenditures of $2,918,628 to support
operations and $70,118 for capital expenditures during the quarter ended March
31, 1997.
In June of 1996, the Company committed to a lease for a main office and
production facility of 25,000 square feet. The Company commenced occupancy of
the facility in early May 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 include rent on up
to $500,000 of landlord provided and tenant specified improvements, including
outfitting of production areas.
As the Company continues to conduct clinical investigations, more fully develop
a sales and marketing capability, and commence commercial production of its T-
PRK System, it is expected that additional losses will be incurred that will
require substantial funding by equity or debt placements. The Company believes
that its cash resources in excess of $9 million at March 31, 1997, will be
sufficient to fund operations and continued development through the end of 1997.
As a result of the need to procure financing for operations after 1997, the
Company plans to commence efforts in the second quarter of 1997 to raise
additional equity funds for operations in 1998. The Company believes it has made
sufficient progress in compiling clinical evidence of T-PRK System safety and
efficacy and in readying the T-PRK System for commercial launch to warrant
additional equity investment. During the latter half of 1996,
-10-
<PAGE>
however, equity market valuations within the PRK industry came under intense
pressure by the investment community due to questions raised about the speed of
development of LVC industry patient demand. Through the first quarter of 1997
and to date, those valuations have not recovered to their highs of early 1996.
As a result, the equity environment is not as favorable for the Company as it
was in the first half of 1996 and there can be no assurances that the Company
will be able to raise equity funds at all or of sufficient amount to fund
operations until reaching Pre-Market Approval from the U.S. Food & Drug
Administration. Additionally, should the Company raise adequate equity funds in
1997 to fund operations for a reasonable period thereafter, it may be on terms
that cause substantial dilution for current stockholders.
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
On March 31, 1997, the Company and VISX, Inc. ("VISX") entered into a patent
license agreement whereby the Company has use of certain VISX patents for laser
vision correction outside of the United States. As a result of this agreement,
both companies agreed to cause the dismissal of two cases; Court File No.
T-2358-96, filed by the Company against VISX in Federal Court of Canada, Trial
Division, concerning certain Canadian Letters patent relating to refractive
laser surgery; and CH 1996 V No. 4527, filed by VISX in The High Court of
Justice, Chancery Division, Patents Court, in the United Kingdom, alleging
infringement of certain VISX patents in the United Kingdom. The license requires
payment of equipment royalties on each machine placed by the Company outside of
the United States.
Item 2. Changes in Securities
None.
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
The Company has agreed to issue a Stock Purchase Warrant dated April 10, 1997
to Hanifen Imhoff, Inc. ("Hanifen") for 30,000 shares, exercisable at $3.33 per
share with a term of 18 months, and with exercisability commencing on October
10, 1997, as partial consideration for the termination of the right of first
refusal to serve as the Company's financial advisor. This right of first refusal
is contained in the underwriting agreement between the Company and Hanifen,
dated May 1, 1996, a copy of which was filed as an exhibit to the Company's S-1
registration statement dated May 1, 1996.
The Company has, effective May 12, 1997, moved its offices from 520 North
Semoran Blvd., Suite 180, Orlando, FL 32807, to 2800 Discovery Drive, Orlando,
FL 32826. In addition, the Company's new phone number is (407) 384-1600.
Item 6. Exhibits and Reports on Form 8-K
None.
Exhibit 27 - Financial Data Schedule (for SEC use only).
-12-
<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 thereunto duly authorized.
AUTONOMOUS TECHNOLOGIES CORPORATION
May 9, 1997
By: /s/ Monty K. Allen
-------------------------
Monty K. Allen
Vice President and Chief Financial Officer
(Principal Financial Officer and Chief Accounting Officer)
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,363,662
<SECURITIES> 7,921,597
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 348,534
<CURRENT-ASSETS> 10,037,931
<PP&E> 833,746
<DEPRECIATION> 365,543
<TOTAL-ASSETS> 11,446,226
<CURRENT-LIABILITIES> 1,011,688
<BONDS> 0
0
0
<COMMON> 68,887
<OTHER-SE> 9,136,733
<TOTAL-LIABILITY-AND-EQUITY> 11,446,226
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,746,078
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,571
<INCOME-PRETAX> (2,597,840)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,597,840)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,597,840)
<EPS-PRIMARY> (.38)
<EPS-DILUTED> (.38)
</TABLE>
