<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended December 31, 1995
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______ to _______
COMMISSION FILE NUMBER 1-12694
SOLIGEN TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
WYOMING 95-4440838
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19408 LONDELIUS STREET, NORTHRIDGE, CALIFORNIA 91324
(Address of principal executive offices, including zip code)
ISSUER'S TELEPHONE NUMBER: 818/718-1221
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to filing requirements for the past 90 days. YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
AS OF JANUARY 26, 1996, THE ISSUER HAD 28,913,330 SHARES OF COMMON STOCK, NO PAR
VALUE, OUTSTANDING.
Transitional Small Business Disclosure Format: YES [ ] NO [X]
The Index to Exhibits appears on page 18 of this document.
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
FORM 10-QSB
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . 3
Item 2. Management's Discussion and Analysis 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES . . . . . . . . . . . . . . . . 17
INDEX TO EXHIBITS . . . . . . . . . . . . 18
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Certain information and footnote disclosures required under generally accepted
accounting principles have been condensed or omitted from the following
consolidated financial statements pursuant to the rules and regulations of the
Securities and Exchange Commission, although Soligen Technologies, Inc. ("STI")
believes that the disclosures are adequate to assure that the information
presented is not misleading in any material respect. It is suggested that the
following consolidated financial statements be read in conjunction with the year
end consolidated financial statements and notes thereto included in STI's Annual
Report on Form 10-KSB for the year ended March 31, 1995 and STI's 1995 Annual
Report to Shareholders.
The results of operations for the interim period presented herein are not
necessarily indicative of the results to be expected for the entire fiscal year.
On June 30, 1994, STI's wholly-owned subsidiary, Altop, Inc. ("Altop"), acquired
substantially all of the assets (and assumed many of the liabilities) of A-RPM
Corporation, a foundry and machine shop located in Santa Ana, California. The
assets and liabilities of Altop as of December 31, 1995 and March 31, 1995 are
reflected in STI's Consolidated Balance Sheet. STI's Statement of Operations
and Statement of Cash Flows for the period ended December 31, 1995 include Altop
operations for the eighteen months subsequent to the acquisition. Pro forma
information reflecting operations of STI, including operations of A-RPM prior to
the acquisition, for purposes of comparison, are reflected in Note E.
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED PREPARED BY MANAGEMENT)
($000)
<TABLE>
12/31/95 03/31/95
<S> <C> <C>
ASSETS (Audited)
Current Assets:
Cash (Note B) $ 1,384 $ 331
Accounts Receivable, net 463 107
Inventories (Note C) 323 232
Prepaid Expenses 55 52
--------- --------
Total Current Assets 2,225 722
Property, Plant and Equipment:
net of accumulated depreciation and amortization 1,180 1,210
Goodwill : net of accumulated amortization 561 619
Other Assets: 51 46
------- --------
Total Assets $ 4,017 $ 2,597
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses $ 826 $ 891
Deferred Revenue (Note D) 110 226
Notes payable (Note F) 223 210
--------- --------
Total Current Liabilities 1,159 1,327
Contingent Liabilities: (Note G)
Notes payable, net of current portion: 336 445
--------- ---------
Total Liabilities 1,495 1,772
Stockholders' Equity:
Soligen Technologies, Inc. common stock no par value;
authorized, 50,000,000 shares; issued and outstanding,
28,913,330 shares, net of share issuance costs at 12/31/95 8,235 5,450
and 23,273,330 shares outstanding at 3/31/95
Deficit accumulated during development stage (5,713) (4,625)
------- --------
Total Stockholders' Equity 2,522 825
------- --------
Total Liabilities and Stockholders' Equity $ 4,017 $ 2,597
======= ========
</TABLE>
<PAGE>
SOLIGEN TECHHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED - PREPARED BY MANAGEMENT)
<TABLE>
Nine Months Ended From Inception
12/31/95 12/31/94 4/1/92
<S> <C> <C> <C>
REVENUES:
DSPC PRODUCTION CENTER $ 611 $ 0 $ 705
PRODUCTION PARTS 1,043 704 2,089
MACHINE REVENUES 220 326 1,338
ENGINEERING CONTRACTS 188 47 317
------------- -------- --------
TOTAL REVENUES 2,062 1,077 4,449
COST OF REVENUES: 1,378 859 2,776
------------- --------- -------
GROSS MARGIN 684 218 1,673
------------- ------- -------
EXPENSES:
RESEARCH AND DEVELOPMENT 719 831 3,901
SELLING 338 170 975
GENERAL AND ADMINISTRATIVE 715 758 2,510
------------- ------- -------
TOTAL EXPENSES 1,772 1,759 7,386
NET LOSS $(1,088) $(1,541) $ (5,713)
=========== ========= ==========
NET LOSS PER SHARE $(0.042) $(0.073)
(4.2 CENTS) (7.3 CENTS)
</TABLE>
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - PREPARED BY MANAGEMENT)
<TABLE>
Three Months Ended
12/31/95 12/31/94
<S> <C> <C>
Revenues:
DSPC Production Center $ 229 $ 0
Production Parts 391 276
Machine Revenues 66 212
Engineering Contracts 67 47
------ ------
Total Revenues 753 535
Cost of Revenues: 506 407
------ ------
Gross Margin 247 128
------ ------
Expenses:
Research and Development 232 229
Selling 153 75
General and Administrative 194 250
------ ------
Total Expenses 579 554
------ ------
NET LOSS $ (332) $ (426)
====== ======
NET LOSS PER SHARE $(0.011) $(0.020)
(1.1 cents) (2 cents)
</TABLE>
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - PREPARED BY MANAGEMENT)
($000)
<TABLE>
Nine Months Ended From Inception
12/31/95 12/31/94 04/01/92
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Loss $(1,088) $(1,541) $ (5,713)
Depreciation and Amortization 337 153 663
Decrease (Increase) in Accounts Receivable (356) (209) (388)
Decrease (Increase) in Inventories (91) (449) (260)
Decrease (Increase) in Prepaid Expenses & Other Assets (8) (24) (64)
Increase (Decrease) in Accounts Payable & Accrued Expenses (65) 245 353
Increase (Decrease) in Deferred Revenue (116) 150 46
-------- -------- --------
Net Cash Flows Used in Operating Activities $(1,387) $(1,675) $ (5,363)
Cash Flows from Investing Activities:
Acquisition of Property, Plant and Equipment (249) (219) (1,221)
Maturity of Investments 0 (351) 0
Payment for Purchase of A-RPM 0 0 (100)
-------- -------- --------
Net Cash Used in Investing Activities $ (249) $ (570) $ (1,321)
Cash Flows from Financing Activities:
Payments on Notes Payable (96) 1 (178)
Proceeds from Issuance of Debt 0 0 15
Advances from WDF Capital Corporation 0 0 620
Cash received from reverse acquisition 0 0 1,299
Cash received from Private Placements net of issuance costs 2,785 845 4,292
Cash received from options/warrants exercised 0 0 2,020
Net Cash Provided by Financing Activities $ 2,689 $ 846 $ 8,068
Net Increase (Decrease) of Cash 1,053 (1,399) 1,384
Cash at Beginning of Period 331 2,005 0
-------- --------- --------
Cash at End of Period $ 1,384 $ 606 $ 1,384
======== ======== ========
</TABLE>
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - PREPARED BY MANAGEMENT)
($000)
<TABLE>
Three Months Ended
12/31/95 12/31/94
<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss $ (332) $ (426)
Depreciation and Amortization 109 89
Decrease (Increase) in Accounts Receivable (70) 5
Decrease (Increase) in Inventories (99) (65)
Decrease (Increase) in Prepaid Expenses & Other Assets (7) (12)
Increase (Decrease) in Accounts Payable & Accrued Expenses (294) (30)
Increase (Decrease) in Deferred Revenue (93) (63)
-------- --------
Net Cash Flows Used in Operating Activities $ (786) $ (502)
Cash Flows from Investing Activities:
Acquisition of Property, Plant and Equipment (30) (2)
Cash Flows from Financing Activities:
Payments on Notes Payable (30) 150
Cash received from Private Placements net of issuance costs 36 695
------- --------
Net Cash Provided by Financing Activities $ 6 $ 845
Net Increase (Decrease) of Cash (810) 341
Cash at Beginning of Period 2,194 265
--------- -------
Cash at End of Period $ 1,384 $ 606
========= ========
</TABLE>
SOLIGEN TECHNOLOGIES, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
December 31, 1995
NOTE A - BASIS OF PRESENTATION:
- -------------------------------
The accompanying unaudited, consolidated financial statements have been prepared
in accordance with the instructions to Form 10-QSB and item 310(b) of Regulation
S-B. 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), considered necessary for a fair presentation of the
financial position and results of operations, have been included. Operating
results for interim periods are not necessarily indicative of the results that
may be expected for a full year. For further information, please refer to the
consolidated financial statements and the accompanying footnotes included in the
Company's Annual Report for the fiscal year ended March 31, 1995. Except as
otherwise noted, all amounts have been expressed in thousands of U.S. dollars.
NOTE B - CASH:
- --------------
Cash includes interest-bearing bank deposits that can be withdrawn without
penalty.
NOTE C - INVENTORIES:
- ---------------------
Inventories consist of the following:
12/31/95
--------
Raw Materials $ 188
Work in Process 82
Finished Goods 53
--------
Total Inventory $ 323
========
NOTE D - DEFERRED REVENUE:
- --------------------------
Deferred revenues relate to the production and distribution of machines (as
opposed to the "Parts Production" category of revenues), and Engineering
Contracts. The Machine Revenue deferrals result from the Company's issuance of
licenses to use the machines, or to support the machines in the form of
maintenance, rather than the outright sale of the machines. The deferrals
become income in future periods varying between six months and an estimated two
year machine life, after which the machine may be upgraded to reflect
technological enhancements.
End of Deferral 12/31/95
--------------- ---------
License Fees 11/30/96 $ 50
Usage Fees 7/31/96 30
Maintenance Fees 7/31/96 25
Deposits 1/31/96 5
--------
Total Deferred Revenue $ 110
NOTE E - ACQUISITION OF A-RPM:
- ------------------------------
On June 30, 1994, STI's wholly-owned subsidiary, Altop, Inc. acquired
substantially all of the assets of A-RPM Corporation, a foundry and machine shop
located in Santa Ana, California. The acquisition price was $420, paid for with
$100 of cash and $320 in notes payable.
The following pro forma results of operations were prepared under the assumption
that the acquisition had occurred at the beginning of each period shown. The
historical results of operations for the two companies were combined and pro
forma adjustments made to allow for goodwill and interest on debt related to the
acquisition.
Soligen Technologies, Inc.
Statements of Operations
Nine Months Ended
--------------------------------
12/31/95 12/31/94
--------- ---------
Actual Proforma
Revenues $ 2,062 $ 1,546
Net Profit(Loss) (1,088) (1,558)
Net Profit(Loss)
per share $ (.042) $ (.072)
(4.2 cents) (7.2 cents)
NOTE F - NOTES PAYABLE:
- -----------------------
Debt consists of the following at December 31, 1995:
12/31/95
--------
Notes payable to former owners of A-RPM, $ 305
collateralized by equipment and furnishings,
bearing interest at 8%, interest payable quarterly, $85 currently
due and $220 due in 2000 (see Part II, Item 1)
Capital leases 234
Other notes to non-related parties, bearing interest
from 8.125% to 12.3%, due at various dates through 1997. 20
------
Total capital leases and notes payable 559
Less current portion (223)
------
Long term portion $ 336
=====
NOTE G - CONTINGENT LIABILITIES
- -------------------------------
MIT License: Soligen and the Massachusetts Institute of Technology ("MIT")
entered into an agreement under which MIT granted Soligen an exclusive license
to develop, manufacture, market and sell products utilizing certain technology
and processes patented by MIT. Terms of said agreement state that Soligen must
reimburse MIT for any fees incurred by MIT for the prosecution, filing and
maintenance of all patent rights.
Under the terms of the license, Soligen is required to generate the following
minimum sales levels:
Period Amount of Net Sales
------ --------------------
October 1991 to October 1994 $ 1,000
November 1994 to October 1996 $ 2,500
November 1996 to October 1997 $ 7,250
November to October thereafter $ 15,000
In addition, Soligen has an obligation to pay to MIT a royalty in the amount of
4.5% of "Net Sales" on a quarterly basis, subject to a minimum annual royalty of
$50 due on December 31, 1994 and December 31 in each year thereafter. The
license provides that if Soligen fails to perform the sales minimums or pay the
obligations delineated above, such failure will be grounds for MIT to terminate
the License on 90 days' notice to Soligen.
The Company has met the requirement for minimum net sales of $1 million for the
period between November 1991 to October 1994, and $2.5 million for the period
between November 1994 to October 1996.
2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion should be read in conjunction with the accompanying
unaudited consolidated financial statements of Soligen Technologies, Inc.
("STI") and its wholly-owned subsidiaries Soligen, Inc. ("Soligen") and Altop,
Inc. ("Altop") (collectively referred to herein as the "Company") including the
notes thereto (see Part I, Item 1). Except as otherwise noted, all amounts
have been expressed in thousands of U.S. dollars.
OVERVIEW
Parts Now(Registered Trademark) is designed to be a "one stop shop" for metal
parts, a service the Company plans to launch in stages. Unlike traditional
manufacturing of metal parts, where the production tooling must be made prior to
producing a first article (or prototype), the Company utilizes its proprietary
DSPC(Registered Trademark) technology to create the first article before
production tooling is made. Once the customer approves the first article, the
Company will utilize its DSPC(Registered Trademark) technology to generate the
tooling, and then use this tooling to manufacture production quantities. In
both cases the CAD file of the customer is the master.
As part of this strategy Altop, a wholly-owned subsidiary of the Company,
acquired substantially all of the assets of A-RPM Corporation, an aluminum
foundry and machine shop located in Santa Ana, California. Altop then
implemented a program to enhance the quality of the production plans used for
its customers, and prepare itself to gradually use tooling made at the DSPC
Production Center for production quantities.
As of December 31, 1995, the Company is continuing its transition from a
development stage company into a manufacturing/service company with continuing
revenues from operations. The Company is engaged in two major revenue-generating
product lines:
1. DSPC PRODUCTION CENTER revenues result from the production and sale of
first article and short run quantities of cast metal parts made directly from
the customer's CAD file, and from the manufacture of production tooling from the
same customer CAD file. Revenues for this product line were initiated in the
quarter ended March 31, 1995.
2. PRODUCTION PARTS revenues result from the production and sale of
production quantities of cast and machined metal parts for industrial customers.
The Company began generating revenues in this area, through Altop, its aluminum
foundry and machine shop, in July 1994.
Additionally, the Company is engaged in two peripheral activities that generate
revenues:
1. MACHINE REVENUES result from the distribution and maintenance of DSPC
machines. Initially this involved the sale of machines, but the Company's
strategy now is to generate revenues by selling licenses to operate DSPC
Machines, as well as maintenance and opportunity for upgrades. This category of
revenues was the Company's first product line, initiated in the fiscal year
ended March 31, 1993, but now has become a minor product line.
2. ENGINEERING CONTRACTS revenues involve participation in research
projects wherein Soligen provides technological expertise. Revenues in this
product line were initiated in the quarter ended December 31, 1994. This is a
minor product line for the company.
RESULTS OF OPERATIONS
For the third quarter of fiscal 1996 the Company reported revenues as compared
to the same quarter of the previous year, and as compared to the quarter
immediately previous, as follows ($000):
Three Months Ended
Dec 31, 1995 Sept 30, 1995 Dec 31, 1994
DSPC Production
Center $ 229 $ 258 $ --
Production Parts (Altop) 391 265 276
Machine Revenues 66 76 212
Engineering Contracts 67 72 47
------------ ------------- ---------
Total $ 753 $ 671 $ 535
For the three quarters ended December 31, 1995, the Company reported revenues as
compared to the same three quarters of the previous year, and as compared to the
three quarters immediately previous, as follows ($000):
Nine Months Ended
Dec 31, 1995 Sept 30, 1995 Dec 31, 1994
DSPC Production Center $ 611 $ 476 $ --
Production Parts (Altop) 1,043 1,007 704 *
Machine Revenues 220 199 326
Engineering Contracts 188 203 47
------------ ------------- ---------
Total $ 2,062 $ 1,885 $ 1,077
*Production Parts revenues began on July 1, 1994; as such, this chart reflects
only six months' operations during the nine months ended December 31, 1994. Pro
forma operations, including unaudited results of the Santa Ana subsidiary prior
to its relationship with the Company, are provided in Footnote E to the
Financial Statements.
Corporate revenues grew by $82, or 12% during the three months ended December
31, 1995, over the previous three months (ended September 30, 1995). This growth
was in the two major product lines, which grew by $97, or 19%. This increase was
mainly in Customer Parts (Altop), which grew by 48% over the previous quarter,
while DSPC Production Center revenues were slightly lower (10%). The Company's
minor product lines were 9% lower than in the prior quarter. Corporate revenues
grew by $218, or 41% in the current quarter, when compared to the same quarter
of the previous year.
As revenues increased from the three months ended December 31, 1995, over the
same quarter of the previous year, the Gross Margin also increased, from $128 to
$247. These comparisons have similar results when relating operations during
the nine months ended December 31, 1995 to the nine months ended December 31,
1994, i.e. the same period of the previous year.
Expenditures on Research and Development for the quarter were slightly higher
than the same period of the previous year, but on a year to date basis (nine
months ended December 31) were lower in the current year by $112. The year to
date reduction is due to the revenues and costs associated with the DSPC
Production Center product line, which entered the operational stage in January
1995. In the prior year costs related to this product line were wholly of a
development nature until the fourth quarter, while only a portion of these costs
are developmental in nature in the current year.
Selling costs were up from $75 to $153 for the three months ended December 31,
1995 over the previous year. Similarly, for the nine month (year to date)
period ended December 31, 1995, selling costs are up from $170 to $338 in the
current year. This increase is caused by the formation of a sales staff in the
current year, which largely resulted in the increase in revenues.
General and Administrative expenses were lower in the current year, as opposed
to the prior year, largely as a result of the closure of the DTM Lawsuit (see
Legal Proceedings, Part II, Item 1).
The Company's net loss was $332 during the three months ended December 31, 1995,
as compared to a loss of $426 over the comparable three months of the preceding
year. Net loss per share was $0.011 (one and one-tenths cent) per share for the
three months ended December 31, 1995, as compared to a loss per share of $0.02
(two cents) for the three months ended December 31, 1994.
CASH AND SOURCES OF LIQUIDITY
As of December 31, 1995, the Company had $1,384 in cash. The transition of the
Company to a manufacturer/distributor, as described earlier, has caused the
company to invest in Accounts Receivable, Inventories and Property, Plant and
Equipment as part of growing operations.
During the quarter ended September 30, 1995, the Company had raised
approximately $2,475 (two million four hundred seventy-five thousand dollars) in
additional capital in exchange for 4,500,000 shares of the Company's common
stock and additional stock purchase warrants.
On January 30, 1996 the Company raised an additional $509 (five hundred nine
thousand dollars) in exchange for 925,000 shares of the Company's common stock
and stock purchase warrants, exerciseable within three years for 925,000 shares
of common stock at $1.50 per share.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
All amounts have been expressed in thousands of U.S. dollars, except where
otherwise noted.
DTM LAWSUIT
In February 1994, DTM Corporation of Austin, Texas ("DTM") filed a lawsuit
against Soligen, alleging infringement of a United States patent of which DTM is
the assignee (the "Housholder" patent). An agreement was signed during the
quarter ended September 30, 1995, which was intended to settle the patent
infringement lawsuit and to resolve, without further litigation by DTM, related
patent disputes between DTM and MIT that impacted both Soligen and other MIT
licensees of Three Dimensional Printing (3DP(Trademark)) technology.
The Agreement provided for the issuance of 50,000 shares of the Company's common
stock to DTM, and the issuance of an additional 50,000 shares contingent upon
the final outcome of the pending petition for reexamination of the Housholder
patent. The Agreement did not provide for any cash payments from the Company to
DTM. The first 50,000 shares have been issued to DTM. The liability for the
contingent 50,000 shares is also included in the liabilities in the December
31, 1995 Consolidated Financial Statements.
A-RPM DISPUTE
On June 30, 1994, STI's wholly-owned subsidiary, Altop, Inc. ("Altop") acquired
substantially all of the assets (and assumed certain of the liabilities) of ARPM
Corporation ("A-RPM"), a foundry and machine shop located in Santa Ana,
California. On March 22, 1995, Altop filed an action in the Superior Court of
the State of California for Orange County against A-RPM and its shareholders for
breach of contract and misrepresentations related to the June 30, 1994 "Asset
Purchase Agreement" between Altop, the Company, A-RPM, and A-RPM's shareholders.
On May 19, 1995, A-RPM filed a response and cross-complaint for enforcement of
Promissory Notes and a Security Agreement. (For further information, please see
"Legal Activity - A-RPM" in "Management's Discussion and Analysis" of STI's 1995
Annual Report to Shareholders.)
In a related activity, on September 15, 1995, MTC Engineering, Inc. of
California ("MTC") filed a lawsuit in the Superior Court of the State of
California for Orange County against Altop through a Power of Attorney given to
the former owner of A-RPM. The action alleges that MTC is the owner of certain
tooling, patterns, programs, plans and other materials that are in the
possession of Altop. Alternatively, MTC seeks damages equal to the value of the
property, alleged to be approximately $100. MTC also seeks compensatory and
punitive damages in amounts to be proven at trial. Many of these items were
previously in the possession of A-RPM and were delivered to Altop at the time of
its June 1994 acquisition of the assets of A-RPM. Other of these were
produced by Altop subsequent to the June 1994 acquisition. MTC's motion for a
temporary restraining order was denied by the Superior Court. MTC's motion for
a "writ of possession" was partially accepted with respect to materials
delivered to Altop as part of the acquisition; these materials were delivered to
MTC in November 1995. Altop and Soligen intend to contest the case and, on
October 16 1995, filed a cross-complaint against MTC and the former owner of
A-RPM.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits:
Exhibit 2.1. Share Exchange Agreement and Amendments *
Exhibit 2.2. MIT Share Acquisition Agreement *
Exhibit 2.3. Escrow Agreement *
Exhibit 2.4. Pooling Agreement *
Exhibit 3.1. Articles of Incorporation of Soligen Technologies, Inc. *
Exhibit 3.2. Bylaws of Soligen Technologies, Inc. *
Exhibit 3.3. First Amendment to Bylaws **
Exhibit 10.1 License Agreement and Amendments *
Exhibit 10.2 Amendment to License Agreement ***
Exhibit 10.3 Stock Option Plans *
Exhibit 10.4.Form of Subscription Agreement for 9/93 Private Placement ***
Exhibit 10.5.Form of Subscription Agreement for 6/95 Private Placement. #
Exhibit 10.6.Form of Subscription Agreement for 9/95 Private Placement. #
Exhibit 11. Statement re: Computation of Per Share Earnings.
* Incorporated by reference to the Registration Statement on Form 10-SB (Reg.
No. 1-12694) filed by the Company on December 20, 1993.
** Incorporated by reference to Amendment No. 2 to the Registration Statement
on Form 10-SB (Reg. No. 1-12694) filed by the Company on February 22, 1994.
*** Incorporated by reference to Form 10-KSB filed by the Company on June
19, 1995.
**** Incorporated by reference to Amendment No. 1 to the Registration Statement
on Form 10-SB (Reg. No. 1-12694) filed by the Company on February 7, 1994.
# Incorporated by reference to Form 10-QSB filed by the Company on
November 13, 1995.
(b) There were no reports on Form 8-K filed during the quarter ended December
31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
(REGISTRANT) SOLIGEN TECHNOLOGIES, INC.
(DATE) February 9, 1996 .
BY (SIGNATURE) /s/ Yehoram Uziel
(TITLE) President, CEO and Chairman of the Board
(Principal executive officer)
(DATE) February 9, 1996.
BY (SIGNATURE) /s/ Walter J. Schulte
(TITLE) Vice President and Chief Financial Officer
(Principal financial officer and principal accounting
officer)
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
FORM 10-QSB
INDEX TO EXHIBITS
EXHIBIT METHOD OF FILING
------------------
Exhibit 2.1. Share Exchange Agreement and Amendments. . . . . . . . . . *
Exhibit 2.2. MIT Share Acquisition Agreement. . . . . . . . . . . . . . *
Exhibit 2.3. Escrow Agreement . . . . . . . . . . . . . . . . . . *
Exhibit 2.4. Pooling Agreement . . . . . . . . . . . . . . . . . *
Exhibit 3.1. Articles of Incorporation of Soligen Technologies, Inc. *
Exhibit 3.2. Bylaws of Soligen Technologies, Inc. . . . . . . . . *
Exhibit 3.3. First Amendment to Bylaws . . . . . . . . . . . . . . **
Exhibit 10.1. License Agreement and Amendments . . . . . . . . . .*
Exhibit 10.2. Amendment to License Agreement . . . . . . . . .. . . ***
Exhibit 10.3. Stock Option Plans . . . . . . . . . . . . . . .. . . *
Exhibit 10.4. Form of Subscription Agreement for 9/93 Private Placement ****
Exhibit 10.5. Form of Subscription Agreement for 6/95 Private Placement #
Exhibit 10.6. Form of Subscription Agreement for 9/95 Private Placement #
Exhibit 11. Statement re: Computation of Per Share Earnings . Filed
herewith
electronically
Exhibit 27 Financial Data Schedules Filed
herewith
electronically
* Incorporated by reference to the Registration Statement on Form 10-SB (Reg.
No. 1-12694) filed by the Company on December 20, 1993.
** Incorporated by reference to Amendment No. 2 to the Registration Statement
on Form 10-SB (Reg. No. 1-12694) filed by the Company on February 22, 1994.
*** Incorporated by reference to Form 10-KSB filed by the Company on June 19,
1995.
**** Incorporated by reference to Amendment No. 1 to the Registration Statement
on Form 10-SB (Reg. No. 1-12694) filed by the Company on February 7, 1994.
# Incorporated by reference to Form 10-QSB filed by the Company on November
13, 1995.
EXHIBIT 11
SOLIGEN TECHNOLOGIES, INC.
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
<TABLE>
Three Months Ended Nine Months Ended
--------------------------------------
12/31/95 12/31/94 12/31/95 12/31/94
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues($000) $ 753 $ 535 $ 2,062 $ 1,077
Net Loss($000) ($ 332) $ (426) $(1,088) $(1,541)
Weighted average number of
shares outstanding (000) 28,913 21,347 25,649 21,038
Net Loss per share ($0.011) ($0.020) ($0.042) ($0.073)
(1.1 cents)(2 cents)(4.2 cents)(7.3 cents)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS
FOUND ON PAGES 4 AND 5 OF THE COMPANY'S FORM 10-QSB FOR THE YEAR-TO-DATE,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
THIS IS A CONFIRMING COPY OF THE FORM 10QSB WHICH WAS FILED ON PAPER ON 2/12/96.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1384
<SECURITIES> 0
<RECEIVABLES> 503
<ALLOWANCES> 40
<INVENTORY> 323
<CURRENT-ASSETS> 2225
<PP&E> 1724
<DEPRECIATION> 544
<TOTAL-ASSETS> 4017
<CURRENT-LIABILITIES> 1159
<BONDS> 0
0
0
<COMMON> 8235
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4017
<SALES> 2062
<TOTAL-REVENUES> 2062
<CGS> 1378
<TOTAL-COSTS> 1378
<OTHER-EXPENSES> 1772
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37
<INCOME-PRETAX> (1088)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1088)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1088)
<EPS-PRIMARY> (.042)
<EPS-DILUTED> (.042)
</TABLE>
