UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[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: 0-22046
Bogen Communications International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 38-3114641
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
50 Spring Street, Ramsey, New Jersey 07446
(Address of principal executive offices) (Zip Code)
(201) 934-8500
(Registrant's telephone number, including area code)
________________________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
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. Yes X No __
As of May 14, 1997, 5,758,850 shares of the registrant's common stock, par
value $.001 per share, were outstanding.
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
INDEX
PAGE
Facing Sheet 1
Index 2
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996 (Unaudited) 3
Condensed Consolidated Statements of Operations for the three
months ended March 31, 1997 and 1996 (Unaudited) 5
Condensed Consolidated Statement of Changes in Stockholders' Equity
for the three months ended March 31, 1997 (Unaudited) 6
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 1997 and 1996 (Unaudited) 7
Notes to Condensed Consolidated Financial Statements (Unaudited) 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
PART II. OTHER INFORMATION:
Item 6. Exhibits 14
Signatures 17
2
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
ASSETS March 31, December 31,
1997 1996
--------- ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 533 $ 885
Accounts receivable (less allowance for doubtful
accounts of $509 and $470 at March 31,
1997 and December 31, 1996, respectively) 6,189 6,517
Inventories, net 6,799 6,519
Prepaid expenses and other current assets 688 780
------- -------
TOTAL CURRENT ASSETS 14,209 14,701
Property and equipment, net 2,134 2,130
Goodwill and intangible assets, net 14,115 14,308
Other assets 226 247
------- -------
TOTAL ASSETS $30,684 $31,386
======= =======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
March 31, December 31,
LIABILITIES 1997 1996
--------- ------------
(Unaudited)
CURRENT LIABILITIES
Amounts outstanding under revolving
credit agreements $ 4,407 $ 4,828
Accounts payable 3,521 3,707
Accrued expenses 2,612 3,026
Income taxes payable 96 --
Advances and notes payable to related parties 761 746
Current maturities of notes payable to
non-related parties 5 5
------- -------
TOTAL CURRENT LIABILITIES 11,402 12,312
Advances and notes payable to related parties 333 361
Notes payable to non-related parties 7 8
Other long term liabilities 502 536
Minority interest 732 593
------- -------
TOTAL LIABILITIES 12,976 13,810
------- -------
STOCKHOLDERS' EQUITY
Preferred stock - $.001 par value; 1,000,000
shares authorized; none issued and outstanding
at March 31, 1997 and December 31, 1996. -- --
Common stock - .001 par value; 50,000,000
shares authorized; and 5,758,850 shares
issued and outstanding at March 31, 1997
and December 31, 1996. 6 6
Additional paid-in capital 21,774 21,774
Accumulated deficit (3,852) (4,177)
Currency translation adjustments (220) (27)
------- -------
TOTAL STOCKHOLDERS' EQUITY 17,708 17,576
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $30,684 $31,386
======= =======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars, Except Share Amounts)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1997 1996
--------- ---------
Net Sales $11,508 $11,358
Cost of goods sold 6,188 6,553
------- -------
Gross profit 5,320 4,805
Operating expenses:
Research and development 686 654
Selling, general and administrative 3,618 3,252
Amortization of goodwill and intangible assets 109 111
------- -------
Income from operations 907 788
Other (income) expenses:
Interest expense, net 116 160
Interest expense to related parties 17 7
Minority interest of consolidated subsidiaries 139 107
Other (income) expenses (26) --
------- -------
Income before provision for income taxes 661 514
Provision for income taxes 336 400
------- -------
Net income $ 325 $ 114
======= =======
NET INCOME PER COMMON SHARE $ 0.06 $ 0.02
======= =======
WEIGHTED AVERAGE NUMBER OF 5,758,850 5,759,350
COMMON SHARES OUTSTANDING ========= =========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands of Dollars)
(UNAUDITED)
COMMON STOCK
NUMBER ADDITIONAL CURRENCY
OF PAID-IN ACCUMULATED TRANSLATION
SHARES AMOUNT CAPITAL DEFICIT ADJUSTMENTS
------ ------ ------- ------- -----------
Balance at December 31, 1996 5,758,850 $6 $21,774 $(4,177) $ (27)
Translation adjustments (193)
Net income for the period 325
--------- -- ------- ------- -----
Balance at March 31, 1997 5,758,850 $6 $21,774 $(3,852) $(220)
========= == ======= ======== ======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31, MARCH 31,
1997 1996
---- ----
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES $169 $ 70
---- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and
leasehold improvements (353) (108)
Collection of notes receivable -- 9
---- ------
NET CASH FLOW (USED IN) INVESTING ACTIVITIES (353) (99)
CASH FLOWS FROM FINANCING ACTIVITIES:
Amounts (paid) borrowed under notes payable -- (102)
Amounts (paid) borrowed under
revolving credit agreements (159) (102)
Advances and notes payable - related parties 18 (145)
---- ------
NET CASH (USED IN) FINANCING ACTIVITIES (141) (349)
---- ------
DECREASE IN CASH (325) (378)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 885 1,276
Effects of Exchange Rate on Cash (27) (76)
---- ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $533 $ 822
==== ======
SUPPLEMENTAL CASH FLOW INFORMATION:
NON CASH FINANCING ACTIVITIES:
Restructuring of $3,000 related
party note and related interest -- $2,602
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands of Dollars, Except Per Share Amounts)
(UNAUDITED)
1. Basis of Presentation
The condensed consolidated balance sheet of Bogen Communications
International, Inc. and Subsidiaries (the "Company") as of December 31,
1996 has been derived from the audited consolidated balance sheet contained
in the Company's Form 10-K and is presented for comparative purposes. In
the opinion of management, all significant adjustments including normal
recurring adjustments necessary to present fairly the financial position,
results of operations and cash flows for all periods presented have been
made. The results of operations for interim periods are not necessarily
indicative of the operating results for the full year.
Footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
in accordance with the published rules and regulations of the Securities
and Exchange Commission. These condensed consolidated financial statements
should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K for the most recent fiscal
year.
2. The Company
On August 21, 1995, the Company acquired a 99% interest in Bogen
Corporation ("Bogen") and a 67% interest in Speech Design GmbH ("Speech
Design") from Geotek Communications, Inc. ("Geotek"). The Company paid
Geotek $7,000 in cash, a convertible promissory note in the aggregate
principal amount of $3,000, 3,700,000 shares of the Company's common stock
and warrants to acquire 200,000 shares of common stock of the Company. In
addition there was a contingent consideration of up to $11,000, based upon
a calculation of operating results of Bogen and Speech Design during the
two years after the acquisition. As a result of this transaction, Geotek
acquired approximately 64% of the stock of the Company, thereby giving it a
controlling interest in the Company. Geotek, in addition, contributed
approximately $7,155 of intercompany indebtedness from Bogen to equity as
part of the transaction.
In May 1996, the Company and Geotek entered into the most recent amendment
to the Stock Purchase Agreement effective January 1, 1996. Pursuant to such
agreement, (i) the $3,000 convertible promissory note payable by the
Company to Geotek, due February 1997, was reduced and restructured to a
$500 non-convertible promissory note due July 1997, (ii) the earnout
formula was revised to reflect an increase in the amount the Company could
be liable to pay Geotek from $11,000 to $13,500 in connection with the
reduction of the principal amount of the promissory note, and (iii) Geotek
was granted an option to purchase, at any time through October 31, 1997,
from the Company $3,000 worth of Common Stock with exercise prices ranging
from 100% to 65% of market price, depending on the date of exercise. Based
on managements review of the earnout calculation, which takes into account
Speech Design and Bogen's operating results for the last two quarters of
1995, all of 1996, the first quarter of 1997, and the projected second
quarter of 1997, the anticipated contingent consideration payment, if any,
will not have a material adverse effect on the Company's financial position
and operating results.
For accounting purposes, the acquisition is being treated as a joint
acquisition of the Company by Bogen and Speech Design, companies under the
common control of Geotek. The transaction is considered a reverse
acquisition with Geotek as the acquiror for accounting purposes. The
historical financial statements reflect the combination of Bogen and Speech
Design in a manner similar to a pooling of interests. Accordingly, the
historical financial statements reflect the combined operations of Bogen
and Speech Design prior to the transaction.
8
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands of Dollars)
(UNAUDITED)
3. Summary of Significant Accounting Policies.
A. Principles of Consolidation
The condensed consolidated financial statements include the accounts
of Bogen Communications International, Inc., Bogen and Speech Design.
All significant intercompany balances and transactions have been
eliminated in consolidation.
B. Inventory, at lower of cost (first in, first out) or market, as of
March 31, 1997 and December 31, 1996, is as follows:
1997 1996
---- ----
Raw materials and supplies $ 1,419 $ 1,525
Work in progress 850 701
Finished goods 4,530 4,293
------- -------
Total $ 6,799 $ 6,519
======= =======
C. Net Income Per Share
Net income per common share is computed by dividing net income by the
weighted average number of shares of common stock and common stock
equivalents outstanding during the year (unless anti-dilutive).
D. Recently Issued Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board (FASB)
issued Statement 128, Earnings per Share, effective for periods ending
after December 15, 1997. This statement establishes standards for
computing and presenting earnings per share ("EPS"), and replaces the
current presentation of primary EPS with basic EPS, which does not
include dilutive effects on earnings. It is calculated by dividing
income available to common stockholders by the weighted-average number
of common shares outstanding. The Company will adopt this standard in
1997, and is presently analyzing the impact of this new standard on
its financial statements and related disclosures.
4. Revolving Credit Agreements
In the first quarter of 1997, Bogen Communications, Inc. ("BCI"), a wholly
owned subsidiary of Bogen, obtained a new revolving senior credit line for
a period of two years. The new credit lint has a maximum line of borrowing
of $7,000 and bears an annual interest rate of .5% over the lender's prime
rate, and replaces Bogen's previous line of $10,000 which had an annual
interest rate of 2% to 2.75% over the lender's prime rate. The senior loan
is collaterized by all of the accounts receivable, inventory, property,
plant and equipment, and general intangibles of BCI and is guaranteed by
the Company. Under the terms of this line of credit, BCI cannot, among
other things, declare or pay dividends, return capital to its stockholders
or redeem or repurchase any of its outstanding capital stock.
5. Income Tax
Domestic and foreign earnings before taxes on income from operations
include income derived from operations in the respective U.S. and foreign
geographic areas, whereas provisions for taxes on income include all income
taxes payable to U.S., foreign and other governments as applicable,
regardless of the sites in which the taxable income is generated. Income
tax expense for 1997 and 1996 differs from the amount computed by applying
the U.S. federal statutory rates due to higher tax rates in Europe for
which no U.S. tax benefit has been provided and the utilization of U.S.
preacquisition loss carryforwards for which the benefit has been charged to
goodwill. In accordance with SFAS No. 109, the Company has
9
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands of Dollars)
(UNAUDITED)
established a valuation allowance of $3,744 and $4,137 as of March 31, 1997
and December 31, 1996, respectively. The valuation allowance was
established due to the uncertainty of the realization of the deferred tax
assets. A significant portion of the deferred tax assets which are
currently subject to a valuation allowance may be allocated to reduce
goodwill or other noncurrent intangible assets when subsequently
recognized.
10
<PAGE>
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
All statements contained herein that are not historical facts, including,
but not limited to statements regarding the Company's current business strategy,
the Company's projected sources and uses of cash, and the Company's plans for
future development and operations, are based upon current expectations. These
statements are forward-looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially are the following: competitive
factors, including the fact that the Company's competitors are highly focused
and may have greater resources and/or name recognition than the Company; changes
in technology and the Company's ability to develop or acquire new or improved
products and/or modify and upgrade its existing products; changes in labor,
equipment and capital costs; changes in access to suppliers; currency
fluctuations; changes in regulations affecting the Company's business; future
acquisitions or strategic partnerships; the availability of sufficient capital
to finance the Company's business plans on terms satisfactory to the Company;
general business and economic conditions; political instability in certain
regions; and other factors described from time to time in the Company's reports
filed with the Securities and Exchange Commission. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements which
statements are made pursuant to the Private Litigation Reform Act of 1995 and,
as such, speak only as of the date made.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(All Amounts In Thousands of Dollars)
General
The financial statements and the following discussion include the accounts of
Bogen Corporation ("Bogen"), the Company's 99% owned subsidiary, and Speech
Design GmbH ("Speech Design"), its 67% owned subsidiary. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Results of Operations
Three Months Ended March 31, 1997 Compared to the Three Months Ended March 31,
1996
Net Sales.
Net sales of $11,508 for the first quarter of 1997 represent an increase of
$150, or 1.3% from net sales of $11,358 in the first quarter of 1996.
Net sales for Commercial Sound products increased to $2,055 for the quarter
ended March 31, 1997, or 4%, from net sales of $1,985 for the quarter ended
March 31, 1996. Net sales of the Engineered System line of products increased to
$1,169 for the quarter ended March 31, 1997, or 2%, from net sales of $1,146 for
the quarter ended March 31, 1996. Net sales for the Company's Telco product line
increased to $8,284, or 16%, in the first quarter of 1997 from net sales of
$7,171 for the comparable period in 1996. The increase in net sales of the
Company's core product lines for the quarter ended March 31, 1997 replaces
$1,056 in net sales of the OAS product line for the quarter ended March 31,
1996. This represents a 12% increase in core net sales over the quarter ended
March 31, 1996. The OAS product line was completely phased out as of December
31, 1996.
Foreign net sales in Deutche Marks ("DM") of $4,485 increased by 18% for the
quarter ended March 31, 1997 from net sales in DM for the comparable period in
1996. The strengthening of the U.S. Dollar offsets this percentage increase down
to a 6% increase in foreign net sales translated into U.S. Dollars.
11
<PAGE>
Gross Profit
Gross profit in 1997 was $5,320, or 46% of sales, an increase of $515, compared
to $4,805, or 42% of sales during the comparable period in 1996. The increase in
gross profit is mainly due to a sales price increase in most of the Company's
domestic products and a reduction in the cost of direct materials.
Selling, General and Administrative Expenses
Selling, General and Administrative expenses ("SG&A") were $3,618, or 31%, of
net sales for the first quarter of 1997 as compared to $3,252, or 29%, of net
sales for the first quarter of 1996. The increase of $366 is primarily
attributable to a one time bank charge of $50 relating to the implementation of
a new credit line, higher staff levels versus the comparable period in 1996 and
increases in temporary help, employee recruitment and professional services.
Research and Development.
The Company's Research and Development ("R&D") programs are designed to
efficiently introduce innovative products in a timely manner. R&D was $686, or
6%, of net sales for the first quarter of 1997, compared to $654, or 6% of net
sales for the first quarter of 1996. The $32, or 5%, increase from 1996, is
attributable to higher staff levels directly related to increased levels of
activity in connection with the development of new products.
Interest Expense
Interest expense in the first quarter of 1997 was $133, or 1.2%, of net sales
compared to $167, or 1.5%, of net sales in 1996. The decrease in interest
expense is primarily attributed to a reduction of related party and other debt.
Taxes on Income
Income tax expense for the quarter ended March 31, 1997 was $336 compared to
$400 in the comparable period of 1996. The $64 decrease is due to a decrease in
foreign tax expense in the amount of $91, offset by an increase of $27 in U.S.
tax expense. The decrease in foreign tax was due to more efficient tax planning
at Speech Design which reduced the effective tax rate. Net operating loss
carryforwards generated in the United States could not be utilized to offset
foreign taxes. Domestic taxes increased due to the implementation of FASB 109,
where taxes are booked, but not paid out due to the utilization of U.S.
preacquisition loss carryforwards for which the benefit has been charged to
goodwill instead of offsetting taxes.
Liquidity and Capital Resources
The following discussion of liquidity and capital resources, among other things,
compares the Company's financial and cash position as of March 31, 1997 to the
Company's financial and cash position as of December 31, 1996.
During the three months ended March 31, 1997, the Company focused its efforts on
long-term growth by strengthening its profitable product lines. Cash utilization
focused on current working capital requirements, the paydown of related party
debt and subordinated notes, and the purchase of equipment and leasehold
improvements.
The Company's operating activities provided $169 of operating capital. The
Company's net income of $325 includes net non-cash charges of $479, which
principally consisted of (i) depreciation and amortization of $346, (ii) a
reduction of inventory reserves of $73 (iii) minority interest of consolidated
subsidiaries of $139, (iv) a $39 increase in reserves for bad debt and a $28
utilization of pre-acquisition NOL charged to goodwill. Further, net changes in
operational assets and liabilities used $635 in cash. Additionally, inventory
increased by $443, accounts payable decreased $142 and net changes in other
operating assets and liabilities used $50 in cash.
Net cash used in investing activities amounted to $353. During the first quarter
of 1997 the Company purchased equipment and other fixed assets of $352. Other
investing activities used $1 in cash.
Net cash used in financing activities amounted to $141. Notes payable increased
$18, of which $2 were from related parties. Net repayments of $159 were made
under revolving credit agreements.
12
<PAGE>
As of March 31, 1997, the Company's total liabilities were $12,976, of which
$11,402 was due and payable within on year. Such indebtedness included loans
from third parties and loans and advances from Geotek.
In the first quarter of 1997, Bogen Communications, Inc., a wholly owned
subsidiary of Bogen, obtained from Summit Bank a new $7,000 revolving credit
line for a period of two years. This new line is collateralized by the accounts
receivable, inventory and general intangibles of Bogen Communications, Inc. This
line is guaranteed by the Company. This new line, which meets Bogen's needs, is
lower than the previous line and has a lower annual interest rate than the
previous line, while substantially decreasing the associated fees to be paid on
an annual basis. In addition, Bogen has an established working capital line of
credit with Geotek in the aggregate amount of $2,000. At March 31, 1997, Bogen
had no borrowings outstanding under the working capital line with Geotek.
Speech Design, has credit lines and overdraft facilities of approximately $3.9
million. At March 31, 1997 borrowing and availability under these lines amounted
to $2.9 million and $1 million, respectively. These lines are collateralized by
all of Speech Design's accounts receivable and inventory.
The Company believes that it has adequate liquidity to finance its ongoing
activities and capital expenditures for the near term but may be required to
seek additional capital in the event it wishes to expand its operations through
acquisitions or otherwise.
13
<PAGE>
EXHIBITS
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended March 31, 1997.
14
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this report (Exhibit numbers
correspond to the exhibits required by Item 601 of Regulation S-K for an Annual
Report on Form 10-K):
Exhibit No.
- -----------
3.1 Certificate of Incorporation (1)
3.2 By-Laws(1)
3.3 Certificate of Correction to the Certificate of Incorporation, dated
March 8, 1995 and filed with the Secretary of State of the State of
Delaware on March 10, 1995 (2)
3.4 Certificate of Amendment to the Certificate of Incorporation, dated
August 21, 1995 and filed with the Secretary of State of the State of
Delaware on August 21, 1995 (3)
4.1 Form of Common Stock Certificate (1)
4.2 Form of Warrant Certificate (1)
4.3 Unit Purchase Option Granted to GKN Securities Corp. (1)
4.4 Warrant Agreement between Continental Stock Transfer & Trust Company
and the Company (1)
4.5 Voting Agreement, dated August 21, 1995, by and among Geotek
Communications, Inc. Yoav Stern, Joram D. Rosenfeld and David Jan
Mitchell (4)
4.6 Bogen Communications International, Inc. 1996 Incentive Stock Option
Plan (7)
10.1 Form of Agency Agreement, dated as of June 28, 1993, between the
Company and GKN Securities Corp. (without schedules) (1)
10.2 Letter Agreement among each of the Stockholders of the Company, the
Company and GKN Securities Corp. (without schedules).(1)
10.3 Form of Investment Management Trust Agreement between United States
Trust Company of New York and the Company.(1)
10.4 Form of Share Escrow Agreement between the Company and Continental
Stock Transfer & Trust Company.(1)
10.5 Form of Indemnification Agreement between the Company and its
officers, directors and advisors.(4)
10.6 Stock Purchase Agreement, dated April 6, 1995, by and between Geotek
Communications, Inc. and European Gateway Acquisition Corp.(2)
10.7 Letter Amendment, dated May 10, 1995, to the Stock Purchase
Agreement.(5)
10.8 Side Letter Agreement, dated May 10, 1995, between Geotek
Communications, Inc. and European Gateway Acquisition Corp. regarding
the issuance of certain stock warrants.(6)
10.9 Letter Amendment, dated May 30, 1995, to the Stock Purchase
Agreement.(5)
10.10 Letter Amendment, dated June 27, 1995, to the Stock Purchase
Agreement.(5)
10.11 Letter Amendment, dated August 21, 1995, to the Stock Purchase
Agreement.(4)
10.12 Letter Agreement, dated August 21, 1995, to the Stock Purchase
Agreement.(4)
10.13 Letter Agreement, dated May 8, 1996, to the Stock Purchase Agreement.
10.14 Summary of Agreement for Business Credit between Speech Design GmbH
and Statelparkasse Munchen (8)
10.15 Secured Revolving Promissory Note dated February 6, 1997 between
Summit Bank and Bogen Communications, Inc. (8)
10.16 Loan and Security Agreement dated February 6, 1997 between Summit Bank
and Bogen Communications, Inc. (8)
10.17 Corporate Guaranty of Bogen Communications International, Inc. (8)
10.18 Corporate Guaranty of Bogen Corporation. (8)
*27.1 Financial Data Schedule
15
<PAGE>
- ----------
*Filed Herewith:
(1) Incorporated by reference to the Exhibits to the Company's
Registration Statement on Form S-1 (File No. 33-65294), dated October
7, 1993.
(2) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.
(3) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1995.
(4) Incorporated by reference to the Exhibits to the Company's Current
Report on form 8-K dated August 21, 1995.
(5) Incorporated by reference to the Exhibits to the Company's Proxy
Statement, dated July 12, 1995, for a Special Meeting of Stockholders,
as amended by addendum, dated July 18, 1995.
(6) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1995.
(7) Incorporated by reference to the Exhibits to the Company's
Registration Statement on Form S-8 (File No. 333-21245), dated
February 4, 1997.
(8) Incorporated by reference to the exhibits to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
16
<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.
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
(Registrant)
Date: May 15, 1997 By: /s/ Zvi Peled
--------------------------------
Name: Zvi Peled
Title: President/CEO
Date: May 15, 1997 By: /s/ Yoav M. Cohen
--------------------------------
Name: Yoav M. Cohen
Title: Chief Financial Officer
17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 533
<SECURITIES> 0
<RECEIVABLES> 6,698
<ALLOWANCES> 509
<INVENTORY> 6,189
<CURRENT-ASSETS> 14,209
<PP&E> 2,134
<DEPRECIATION> 0
<TOTAL-ASSETS> 30,684
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0
0
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</TABLE>
