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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
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: 0-25612
STARBASE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 33-0567363
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4 Hutton Centre Dr. Suite 800
Santa Ana, California 92707
(Address of principal executive offices) (Zip code)
(714) 445-4400
(Registrant's telephone number, including area code)
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) been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
Number of shares outstanding as of July 31, 1998: Common Stock: 19,299,405
Preferred Stock: 3,076,053
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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STARBASE CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Balance Sheets at June 30, 1998 (Unaudited) and March 31, 1998 3
Statements of Operations (Unaudited) for the three month
period ended June 30, 1998 and 1997 4
Statements of Cash Flows (Unaudited) for the three month
period ended June 30, 1998 and 1997 5
Notes to Financial Statements (Unaudited) 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
PART II. OTHER INFORMATION
ITEM 5. Other Information 13
ITEM 6. Exhibits and Reports on Form 8-K 14
</TABLE>
2
<PAGE> 3
PART I
ITEM 1
FINANCIAL STATEMENTS
STARBASE CORPORATION
BALANCE SHEETS
(in thousands, except number of shares and par values)
<TABLE>
<CAPTION>
June 30, March 31,
1998 1998
----------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,665 $ 4,167
Accounts receivable, net of allowances of $133 1,058 464
(June 30, 1998) and $89 (Mar 31, 1998)
Notes and other receivables 59 45
Prepaid expenses and deferred charges 143 113
Inventories 83 57
-------- --------
Total current assets 3,008 4,846
Property and equipment, net 844 747
Note receivable from officer 76 76
Other non-current assets 25 13
-------- --------
Total assets $ 3,953 $ 5,682
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 1,432 $ 941
Deferred income 306 263
Current portion of capital lease obligation 9 10
-------- --------
Total current liabilities 1,747 1,214
Capitalized lease obligation, less current portion 34 38
-------- --------
Total liabilities 1,781 1,252
Shareholders' equity:
Preferred stock, $.01 par value; $4,154
(June 30, 1998) and $4,716 (March 31, 1998)
liquidation value; authorized 10,000,000;
issued and outstanding 3,322,953 shares
(June 30, 1998) and 3,772,953 (March 31, 1998) 33 38
Common stock, $.01 par value; authorized 50,000,000;
issued and outstanding 19,049,405 (June 30, 1998) and
18,580,499 (March 31, 1998) 190 186
Additional paid-in capital 46,464 46,287
Accumulated deficit (44,515) (42,081)
-------- --------
Total shareholders' equity 2,172 4,430
-------- --------
Total liabilities and shareholders' equity $ 3,953 $ 5,682
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements
3
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STARBASE CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended
June 30,
------------------------------
1998 1997
---------- ----------
<S> <S> <C>
Revenues:
Products $ 892 $ 227
Maintenance & training 153 41
License and royalty 108 70
-------- --------
Total revenues 1,153 338
Cost of Sales:
Products, licenses and other 239 32
-------- --------
Gross margin 914 306
Operating Expenses:
Research and development 1,053 544
Selling, general and administrative 2,182 1,118
-------- --------
Total operating expenses 3,235 1,662
-------- --------
Operating loss (2,321) (1,356)
Interest income 42 25
Interest expense (2) (1)
Other income and expense -- --
-------- --------
Total interest and other income and expense 40 24
Loss before income taxes (2,281) (1,332)
Provision for income taxes -- --
-------- --------
Net loss $ (2,281) $ (1,332)
Non-cash dividend 156 0
-------- --------
Net loss applicable to common stock $ (2,437) $ (1,332)
======== ========
Per share data:
Basic and diluted loss per common share $ (0.14) $ (0.11)
======== ========
Weighted average number of
common shares outstanding 17,476 12,002
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE> 5
STARBASE CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three months ended
June 30,
--------------------------
1998 1997
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $(2,281) $(1,332)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 90 53
Provision for doubtful accounts and
sales returns 44 39
Loss on disposition of property,
equipment and capital lease -- --
Write-down of assets -- --
Gain on debt restructuring -- --
Recognition of deferred income 43 --
Amortization of financing costs -- --
Amortization of debt discount -- --
Other adjustments -- --
Changes in assets and liabilities,
excluding the effect of
Non-cash transactions:
Accounts receivable (638) (78)
Notes and other receivables (14) (61)
Inventories (26) 13
Prepaid expenses and deferred
charges (30) 94
Other assets (12) 1
Accounts payable and accrued
liabilities 491 (132)
------- -------
Net cash used by operations (2,333) (1,403)
Cash Flows from Investing Activities:
Proceeds from disposition of property
and equipment -- --
Capital expenditures (187) (8)
------- -------
Net cash used by investing activities (187) (8)
Cash Flows from Financing Activities:
Proceeds from sale of preferred stock -- --
Proceeds from sale of convertible
debentures -- --
Proceeds from issuance of common stock:
From stock purchase plan -- --
From private placements -- --
From exercise of options 23 --
From exercise of warrants -- --
Payment of financing related costs -- (14)
Payments on capitalized lease obligations (5) (1)
Loans from officers/directors -- --
Repayment of loans from officers/directors -- --
Repayment of (disbursement of) loan to officer -- --
------- -------
Net cash provided (used) by financing activities 18 (15)
------- -------
Net increase (decrease) in cash (2,502) (1,426)
Cash and cash equivalents, beginning of period 4,167 2,722
------- -------
Cash and cash equivalents, end of period $ 1,665 $ 1,296
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements
5
<PAGE> 6
STARBASE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF BUSINESS
StarBase Corporation, a Delaware corporation (the "Company"), is a leading
provider of advanced Internet and intranet based technical collaboration and
software configuration management (SCM) tools. The Company develops, markets and
supports team-oriented development software that targets the evolving needs of
corporate info-structures which support projects requiring technical
collaboration on an enterprise level. The Company's current product line
consists of the recently launched products StarTeam(R) 3.0 and StarTeam(R) 2000,
as well as RoundTable(R) and Versions(R). StarTeam 3.0 has been recognized in
the industry as the only product to effectively integrate the essential
components of SCM tools in one easy-to-use and intuitive interface built on top
of a collaborative framework. The Company has chosen to focus on technical
collaboration and team productivity since the wide usage of the Internet has
created a tremendous potential market for distributed project teams needing
secure, remote access to projects. Additionally, StarTeam 2000 is specifically
designed to address the complex and mission critical issues involved with the
management, asset tracking and reporting issues surrounding Year 2000 compliance
projects. The Company has also practically eliminated the barriers to entry for
current users of other SCM tools by inter-operating with the leading Windows
based SCM products. Furthermore, the Company's products utilize and are tightly
integrated with various Microsoft technologies, a market leader in technology
software.
2. BASIS OF PRESENTATION
The unaudited interim financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have not been presented. The accompanying unaudited financial statements should
be read in conjunction with the financial statements and the notes thereto
included in the StarBase Corporation report to the Securities and Exchange
Commission on Form 10-KSB/A, for the year ended March 31, 1998.
The interim financial statements reflect all normal recurring adjustments which
are, in the opinion of management, necessary for a fair presentation of the
Company's financial position, results of operations and cash flows for the
period presented. Certain prior period balances have been reclassified to
conform to current period classifications. The results of operations for the
three months ended June 30, 1998 are not necessarily indicative of the operating
results for a full year.
BASIC AND DILUTED LOSS PER COMMON SHARE
Earnings per common share is calculated by dividing the net loss by the weighted
average shares of common stock outstanding excluding 1,418,638 outstanding
common shares held in escrow. Common stock equivalents are considered
anti-dilutive and are excluded from this calculation.
In February 1997, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS 128"). FAS
128 establishes standards for computing and presenting earnings per share
("EPS"). It replaces the presentation of primary EPS with a presentation of
basic EPS. Basic EPS excludes dilution and is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding for the period. It also requires a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation. Diluted EPS is computed similarly to fully diluted
EPS pursuant to Accounting Principles Board Opinion No. 15. This statement was
adopted by the Company beginning with its quarterly period ended December 31,
1997 and, since the Company is considered a simple capital structure for
reporting EPS, previously reported loss per common share data were not affected.
6
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STARBASE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
3. COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
<TABLE>
<CAPTION>
June 30, March 31,
(In thousands) 1998 1998
-------------- ------------
<S> <C> <C>
ACCOUNTS RECEIVABLE
Trade accounts receivable $ 1,191 $ 553
Less allowance for doubtful accounts (133) (89)
------- -------
$ 1,058 $ 464
======= =======
PROPERTY AND EQUIPMENT
Computer hardware $ 1,296 $ 1,110
Furniture and fixtures 256 255
Computer software 269 269
Leasehold improvements 40 40
------- -------
1,861 1,674
Less accumulated depreciation and amortization (1,017) (927)
------- -------
$ 844 $ 747
======= =======
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Trade accounts payable $ 842 $ 390
Accrued professional fees 161 255
Accrued wages and bonuses 396 205
Other accrued expenses 33 91
------- -------
$ 1,432 $ 941
======= =======
</TABLE>
4. RESTATEMENT OF PRIOR PERIOD RESULTS
The Company has restated the results of the first quarter of fiscal 1998 to
recognize a non-cash dividend aggregating $1,660,000 as a result of common stock
issued in exchange for warrants to acquire shares of the Company's common stock.
This dividend represents the excess of the fair value of the Company's common
stock on the offer date over the estimated fair value of the warrants exchanged.
The estimated fair value of the warrants was determined using the Black-Scholes
method. This dividend did not change overall shareholders' equity.
The Company offered the holders of the Company's outstanding warrants the option
to exchange all issued and outstanding warrants for shares of the Company's
common stock. Each warrant holder accepting the offer by midnight, Pacific
Standard Time, on June 30, 1997, the expiration date of the offer, would receive
one share of common stock for every three warrants held. The warrants which
remain unexchanged subsequent to the expiration date of the offer will continue
under the original terms of each warrant. At June 30, 1997, 4,734,534 warrants
were converted and 1,581,150 common shares had been issued upon conversion of
such warrants.
There are certain overhead expenses, such as facility and insurance expenses,
that have been reclassed from Selling, general & administrative to Research &
development. For the quarter ended June 30, 1997, the amount totaled
approximately $46,000.
7
<PAGE> 8
STARBASE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
5. EQUITY TRANSACTIONS
The Company has authorized 50,000,000 shares of common stock and 10,000,000
shares of preferred stock with a par value of $0.01 per share. During the
quarter ending June 30, 1998, 350,000 shares of Series D Preferred Stock and
100,000 shares of Series E Preferred Stock were converted into 350,000 and
100,000 shares of common stock, respectively. As of June 30, 1998, 550,000
shares of Series D Preferred Stock and 2,772,953 shares of Series E Preferred
Stock were outstanding.
During the quarter ended June 30, 1997, the remaining 25,000 shares of Series C
Preferred Stock were converted into 144,230 shares of common stock.
WARRANTS
Warrant activity for the three month period ended June 30, 1998 is as follows:
<TABLE>
<CAPTION>
Warrant Price
Shares Per Share
--------- ---------------
<S> <C> <C>
Outstanding at March 31, 1998 2,177,722 US$1.25 - $1.80
Granted --
Exercised --
Expired --
---------
Outstanding at June 30, 1998 2,177,722 US$1.25 - $1.80
=========
</TABLE>
6. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Three months
Ended June 30,
--------------------
(In thousands) 1998 1997
-------- --------
<S> <C> <C>
Interest paid $ 6 $ 2
Income taxes paid -- --
Non-cash investing and financing
transactions:
Non-cash preferred stock and common
stock dividends (156) (1,660)
Conversion of preferred stock to
common stock (Note 5) -- 1
Common stock issued in 3-for-1 warrant
conversion (Note 4) -- 16
Equipment purchased under capitalized lease -- --
</TABLE>
7. COMMITMENTS AND CONTINGENCIES
As of June 30, 1998, there have been no significant changes to the commitments
and contingencies reported on the Company's most recent Form 10-KSB/A except as
disclosed in Note 8 regarding the lease of new office space.
8
<PAGE> 9
8. SUBSEQUENT EVENTS
Effective July 31, 1998, the Company completed a private placement of 3,000
shares of Series G Preferred Stock for $3,000,000.
In July 1998, the Company entered into a sub-lease for new office space located
at 4 Hutton Centre Drive, Santa Ana, CA 92707. The new offices consist of 17,000
square feet costing approximately $27,000 per month through February 22, 2000.
The Company also entered into a lease agreement for 4,100 contiguous square feet
beginning October 1998 (pending build out) through September 2003 at a rate of
approximately $8,000 per month. In addition, the Company entered into a lease
agreement for the 17,000 square feet beginning February 23, 2000 through
September 2003 at a rate of approximately $41,000 per month.
9
<PAGE> 10
PART I
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Total revenue increased in the three month period ended June 30, 1998 by
$815,000 or 241%, to $1,153,000, from $338,000 in the same three month period of
the previous year due to the increase in product, maintenance and training
revenue, $777,000, combined with the increase in license and royalty revenue
from the Company's Roundtable product of $38,000. The increase in product
revenue has been favorably affected by the February 1998 release of the StarTeam
3.0 family of products. In addition, the Company completed the first sale of its
Y2K product, StarTeam 2000.
Cost of sales increased in the three month period ended June 30, 1998 to
$239,000 from $32,000 in the same quarter of the previous year chiefly due to
the increase in royalty expense associated with StarTeam 3.0.
Cost of products consists primarily of manufacturing and related costs such as
media, documentation, product assembly and third party royalties. The Company
out-sources manufacturing for all software products, with the exception of the
Company's Roundtable product.
Operating expenses in the three month period ended June 30, 1998 increased to
$3,235,000 from $1,662,000 in the same quarter of the previous year. This
increase was primarily due to the building of the sales & marketing and research
& development infrastructures. At June 30, 1998, the Company had 82 employees,
which consisted of 28 in sales & marketing, 41 in research & development and 13
in general & administrative. At June 30, 1997, the Company had 44 full-time
employees, which consisted of 13 in sales & marketing, 23 in research &
development and 8 in general & administrative.
Research and development expenses. Research & development expenses include
personnel and other such direct and overhead expenses incurred in the
development of the Company's products. StarBase continues to make significant
investments in research and development to bring new products to market and to
support existing products. In the three month period ended June 30, 1998 overall
research and development expenses increased to $1,053,000 compared to $544,000
for the same period in the prior year primarily as a result of the increase in
development staff.
Selling, general and administrative expenses. Selling, general & administrative
expenses for the three months ended June 30, 1998 increased approximately
$1,064,000 over the same period in the prior year. This increase was mainly the
result of additional sales and marketing personnel coupled with the advertising
and promotion programs to launch the StarTeam 3.0 family of products.
INTEREST INCOME/EXPENSE
Interest income for the three month period ended June 30, 1998 increased to
$42,000 compared to $25,000 for the same period in the prior year.
Interest expense for the three month period ended June 30, 1998 increase to
$2,000 compared to $1,000 for the same period in the prior year.
10
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INCOME TAXES
The Company has not recorded a current or deferred provision for federal income
taxes for any period to date, as a result of losses incurred since its
inception. Any provision for income taxes represents the minimum required for
state taxes.
NON-CASH DIVIDEND
Non-cash dividend for the three month period ended June 30, 1998 was $156,000
due to the beneficial conversion feature of the Series D Preferred Stock issued
in January and March 1998. Non-cash dividend for the three month period ended
June 30, 1997 was $1,660,000 due to the common stock issued in exchange for
warrants to acquire shares of the Company's common stock (See Note 4).
FORWARD LOOKING STATEMENTS AND FACTORS THAT MAY EFFECT FUTURE RESULTS
The following discussion contains forward-looking statements within the meaning
of Sections 21E and 27A of the Securities Exchange Act of 1934. These forward
looking statements are subject to risks and uncertainties. There are several
important factors that could cause actual results to differ materially from
those anticipated by the forward-looking statements contained in the following
discussion. Such factors include, but are not limited to, the growth rates of
certain market segments, the timing of software product introductions, market
acceptance of product introductions, the positioning of the Company's products
in those segments, price pressures and the rapidly changing competitive
environment in the software industry, success in technological advances and
their implementation, business conditions and the general economy, the Company's
ability to manage its business in its evolution from a development stage
company, and the Company's ability to establish strategic alliances. Additional
information on these and other risk factors which could affect the Company's
financial results is included in the Company's Annual Report for the fiscal year
ended March 31, 1998 on Form 10-KSB/A on file with the Securities and Exchange
Commission.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents on hand as of June 30, 1998 totaled $1,665,000 and
$1,296,000 as of June 30, 1997. At June 30, 1998 the Company had positive
working capital of $1,261,000, compared to $1,062,000 at June 30, 1997.
During the three months ended June 30, 1998, the Company used $2,333,000 for
operations, an increase of approximately $930,000 over the amount used for
operations in the prior year. The increase was primarily due to the building of
the Company's infrastructure. Capital expenditures were approximately $187,000
and $8,000 during the three months ended June 30, 1998 and June 30, 1997,
respectively.
The Company warrants products against defects for 90 days and has a policy
permitting the return of products within 30 days. Warranty costs and returns,
which are not significant, have historically been within management's
expectations. The Company has reserved approximately $133,000 at June 30, 1998
compared to $89,000 at March 31, 1998 for future returns and other collection
issues. The increase is due to greater revenue.
On July 31, 1998, the Company completed a private placement of 3,000 shares of
Series G Preferred Stock for $3,000,000. The Company believes that current cash
and operating revenues, combined with proceeds from the sale of debt and equity
securities during fiscal 1999, will be sufficient to allow the Company to
conduct its operations during the fiscal year that ends March 31, 1999.
Continuing operations thereafter will depend on cash flow from operations or the
Company's ability to raise additional funds through equity, debt, or other
financing. There can be no assurance, however, that such funds will be
available.
11
<PAGE> 12
THE YEAR 2000
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any computer programs
that have date-sensitive software may recognize a date using "00" as the
calendar year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Company believes that it has no exposure to Year 2000 issues for the
products it has sold, as the products were designed with four digit year
recognition.
The Company has begun its assessment of its internal systems affected by the
Year 2000 Issue and anticipates that it will not be required to modify or
replace significant portions of its software so that its computer systems will
properly utilize dates past December 31, 1999.
The Company has initiated communications with its significant suppliers and
customers to determine the extent to which the Company is vulnerable to those
third parties' failure to remediate their own Year 2000 Issue. There can be no
guarantee that the systems of other companies on which the Company's systems
rely will be timely converted, or that a failure to convert by another company,
or a conversion that is incompatible with the Company's systems, would not have
a material adverse effect on the Company.
NEW ACCOUNTING STANDARDS
In October 1997 and March 1998, the Accounting Standards Executive Committee
("AcSEC") issued Statement of Position ("SOP") 97-2, "Software Revenue
Recognition" and SOP 98-4, "Deferral of the Effective Date of a Provision of SOP
97-2, Software Revenue Recognition," respectively, which provide guidance on
applying generally accepted accounting principles in recognizing revenue on
software transactions and is effective for the Company's transactions entered
into subsequent to March 31, 1998. AcSEC is currently deliberating the potential
permanent deferral of certain provisions of SOP 97-2. The Company does not
believe that implementation of SOP 97-2 and SOP 98-4 will have a material
adverse affect on expected revenues or earnings.
12
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PART II
ITEM 5
OTHER INFORMATION
None.
13
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ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Ref./
Number Description Of Document Page
- ------------------------------------------------------------------------------------
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company. (B)
3.2 Amended and Restated Bylaws of the Company. (A)
10.1 Form of Indemnity Agreement for Directors. (A)
10.2 Form of Indemnity Agreement for Officers. (A)
10.3 Performance Share Escrow Agreement, as amended, among the Company, (A)
Montreal Trust Company of Canada as Escrow Agent, and certain of the
Company's stockholders.
10.4 1996 Stock Option Plan, as amended. (*) (D)
10.5 Secured Promissory Note dated July 1, 1995 from William R. Stow III. (C)
10.6 Lease dated November 22, 1996 between The Provider Fund and StarBase (E)
Corporation, for the Company's Irvine, California facilities.
10.7 Form of Convertible Preferred Stock Agreement and Warrant (Series D (F)
Units) used in the January 1998 Private Placement.
10.8 Form of Securities Purchase Agreement, Certificate of Amendment of (G)
Certificate of Designation (Series E Preferred Stock), Form of
Registration Rights and Warrant used in the February 1998 Private
Placement.
27 Financial Data Schedule
</TABLE>
- -------------------------
(A) Incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (file number 33-68228) filed with the Commission
on November 2, 1993.
(B) Incorporated herein by reference to the Company's Registration
Statement on Form 10 (file number 0-25612) filed with the Commission on
February 23, 1995.
(C) Incorporated herein by reference to the Company's Form 10-K, as
amended, (file number 0-25612) filed with the Commission on July 1,
1996.
(D) Incorporated herein by reference to the Company's Definitive Proxy
Statement (file number 0-25612) filed with the Commission on July 29,
1996.
(E) Incorporated herein by reference to the Company's Form 10-QSB (file
number 0-25612) filed with the Commission on February 11, 1997.
(F) Incorporated herein by reference to the Company's Form 8-K (file number
0-25612) filed with the Commission on January 12, 1998.
(G) Incorporated herein by reference to the Company's Form 8-K (file number
0-25612) filed with the Commission on February 26, 1998.
* Denotes a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
None.
14
<PAGE> 15
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.
STARBASE CORPORATION
September 16, 1998 By: /s/ DOUGLAS S. NORMAN
- ------------------ -----------------------------
Date Douglas S. Norman
Director of Finance
Chief Accounting Officer
15
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Ref./
Number Description Of Document Page
- ------------------------------------------------------------------------------------
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company. (B)
3.2 Amended and Restated Bylaws of the Company. (A)
10.1 Form of Indemnity Agreement for Directors. (A)
10.2 Form of Indemnity Agreement for Officers. (A)
10.3 Performance Share Escrow Agreement, as amended, among the Company, (A)
Montreal Trust Company of Canada as Escrow Agent, and certain of the
Company's stockholders.
10.4 1996 Stock Option Plan, as amended. (*) (D)
10.5 Secured Promissory Note dated July 1, 1995 from William R. Stow III. (C)
10.6 Lease dated November 22, 1996 between The Provider Fund and StarBase (E)
Corporation, for the Company's Irvine, California facilities.
10.7 Form of Convertible Preferred Stock Agreement and Warrant (Series D (F)
Units) used in the January 1998 Private Placement.
10.8 Form of Securities Purchase Agreement, Certificate of Amendment of (G)
Certificate of Designation (Series E Preferred Stock), Form of
Registration Rights and Warrant used in the February 1998 Private
Placement.
27 Financial Data Schedule
</TABLE>
- -------------------------
(A) Incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (file number 33-68228) filed with the Commission
on November 2, 1993.
(B) Incorporated herein by reference to the Company's Registration
Statement on Form 10 (file number 0-25612) filed with the Commission on
February 23, 1995.
(C) Incorporated herein by reference to the Company's Form 10-K, as
amended, (file number 0-25612) filed with the Commission on July 1,
1996.
(D) Incorporated herein by reference to the Company's Definitive Proxy
Statement (file number 0-25612) filed with the Commission on July 29,
1996.
(E) Incorporated herein by reference to the Company's Form 10-QSB (file
number 0-25612) filed with the Commission on February 11, 1997.
(F) Incorporated herein by reference to the Company's Form 8-K (file number
0-25612) filed with the Commission on January 12, 1998.
(G) Incorporated herein by reference to the Company's Form 8-K (file number
0-25612) filed with the Commission on February 26, 1998.
* Denotes a management contract or compensatory plan or arrangement.
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