<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 10-QSB/A-1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
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)
(818) 718-1221
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 issuer was required to file such reports), and (2) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares of issuer's common stock outstanding as of October 28, 1996:
29,813,447
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
FORM 10-QSB/A-1
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at September 30, 1996 and
March 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations for the three
and six months ended September 30, 1996 and 1995 . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the six
months ended September 30, 1996 and 1995 . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . 6
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 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . .13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
2
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS
SOLIGEN TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1996 1996
------------- ---------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 700,000 $ 1,189,000
Accounts receivable 469,000 447,000
Inventories 212,000 167,000
Prepaid expenses 128,000 55,000
----------- -----------
Total current assets 1,509,000 1,858,000
Property, plant and equipment 1,939,000 1,882,000
Less allowance for depreciation and amortization 818,000 625,000
----------- -----------
Net property, plant and equipment 1,121,000 1,257,000
Other assets 56,000 63,000
----------- -----------
TOTAL ASSETS $ 2,686,000 $ 3,178,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 368,000 $ 380,000
Accounts payable and accrued expenses 532,000 780,000
Deferred revenue 41,000 38,000
----------- -----------
Total current liabilities 941,000 1,198,000
Convertible debentures 750,000 --
Notes payable, net of current portion 123,000 146,000
----------- -----------
TOTAL LIABILITIES 1,814,000 1,344,000
Stockholders' equity:
Common stock, no par value:
Authorized -- 50,000,000 shares
Issued and outstanding -- 29,738,330 shares 8,881,000 8,631,000
Accumulated deficit (8,009,000) (6,797,000)
----------- -----------
Total stockholders' equity 872,000 1,834,000
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,686,000 $ 3,178,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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SOLIGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Parts Now-TM- $ 379,000 $ -- $ 467,000 $ --
DSPC-Registered Trademark- production 62,000 258,000 190,000 382,000
Production parts 309,000 265,000 600,000 652,000
DSPC technology -- 148,000 36,000 275,000
--------- --------- ----------- -----------
Total revenues 750,000 671,000 1,293,000 1,309,000
--------- --------- ----------- -----------
COST OF REVENUES 496,000 426,000 963,000 872,000
--------- --------- ----------- -----------
Gross profit 254,000 245,000 330,000 437,000
--------- --------- ----------- -----------
OPERATING EXPENSES:
Research and development 259,000 271,000 543,000 487,000
Selling 171,000 105,000 350,000 185,000
General and administrative 235,000 199,000 496,000 490,000
--------- --------- ----------- -----------
Total operating expenses 665,000 575,000 1,389,000 1,162,000
--------- --------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest income -- -- 11,000 3,000
Interest expense (260,000) (21,000) (267,000) (34,000)
--------- --------- ----------- -----------
Other income 13,000 -- 103,000 --
--------- --------- ----------- -----------
Total other income (expense) (247,000) (21,000) (153,000) (31,000)
--------- --------- ----------- -----------
NET LOSS $(658,000) $(351,000) $(1,212,000) $ (756,000)
========= ========= =========== ===========
NET LOSS PER SHARE $ (0.02) $ (0.01) $ (0.04) $ (0.03)
========= ========= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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SOLIGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
----------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities
Net loss $(1,212,000) $ (756,000)
Depreciation and amortization 193,000 228,000
Non-cash interest on convertible debentures 250,000 --
Changes in assets and liabilities:
Increase in accounts receivable (22,000) (286,000)
(Increase) decrease in inventories (45,000) 8,000
(Increase) decrease in prepaid expenses 11,000 (1,000)
Increase (decrease) in accounts payable (248,000) 229,000
Increase (decrease) in deferred revenues 3,000 (23,000)
Increase in other assets 7,000 --
----------- ----------
Net cash used for operating activities $(1,063,000) $ (601,000)
----------- ----------
Cash flows from investing activities:
Additions in property, plant and equipment (57,000) (219,000)
----------- ----------
Net cash used for investing activities (57,000) (219,000)
----------- ----------
Cash flows from financing activities:
Principal payments under capital lease obligations (35,000) (66,000)
Convertible debentures, net of issuance costs 666,000 --
Proceeds from private placements, net of
issuance costs -- 2,749,000
----------- ----------
Net cash provided by financing activities 631,000 2,683,000
----------- ----------
Net increase (decrease) in cash (489,000) 1,863,000
Beginning of period 1,189,000 331,000
----------- ----------
End of period $ 700,000 $2,194,000
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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SOLIGEN TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
GENERAL
This Form 10-QSB/A-1 is filed as Amendment No. 1 to the previously filed Form
10-QSB to reflect a change in the accounting treatment of the convertible
debentures financing completed September 13, 1996. See convertible debentures,
below, and interest expense discussion in Results of Operations.
BASIS OF PRESENTATION
The financial information included herein for the three and six-month periods
ended September 30, 1996 and 1995 is unaudited; however, such information
reflects all adjustments consisting only of normal recurring adjustments which
are, in the opinion of management, necessary of a fair presentation for the
financial position, results of operations and cash flows for the interim
periods. The financial information as of March 31, 1996 is derived from Soligen
Technologies, Inc's 1996 Form 10-KSB. The interim consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's 1996 Form 10-KSB.
The results of operations for the interim periods presented are not necessarily
indicative of the results to be expected for the full year.
ACCOUNTING POLICIES
Reference is made to Note 1 of Notes to Financial Statements in the Company's
Annual Report on Form 10-KSB for the summary of significant accounting policies.
INVENTORIES
Inventories are stated at the lower of cost or market on a first-in, first-out
basis. Inventories consist of the following:
SEPTEMBER 30, 1996
------------------
Raw materials $132,000
Work in process 62,000
Finished goods 18,000
--------
Total inventory $212,000
========
6
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DEFERRED REVENUE
Deferred revenue relates to the DSPC technology profit center. The deferred
revenue related to machine revenues results mainly from the Company's issuance
of licenses for the use of the machines, or to support the machines in the form
of maintenance, rather than the outright sales of machines.
DEBT
NOTES PAYABLE AND CAPITAL LEASES
Notes payable and capital leases consist of the following at September 30, 1996:
Notes payable to former owners of A-RPM, collateralized $ 305,000
by equipment and furnishings, bearing interest at 8%,
interest payable quarterly, $85,000 currently due and
$220,000 due in 2000 (see Part II, Item 1).
Capital leases 176,000
Other notes to non-related parties, bearing interest from
8.125% to 12.3%, due at various dates through 1997 10,000
---------
Total capital leases and notes payable 491,000
Less current portion (368,000)
---------
Long term portion $ 123,000
=========
CONVERTIBLE DEBENTURES
On September 13, 1996, the Company completed a $750,000 convertible debenture
financing in accordance with SEC Regulation S. The debentures bear interest at
the rate of 6% per annum and, if not earlier converted, principal and interest
is payable in full in cash or common stock on August 31, 1999. The $84,000
expenses related to the debenture financing were excluded from the consolidated
statements of cash flows as a non-cash transaction.
The debentures are convertible by the holder into shares of the Company's
common stock at a conversion price equal to 75% of the average price of the
Company's common stock on the American Stock Exchange (Emerging Company
Market) for the five trading days preceding the date of conversion. The
Company has the right to force the conversion of debentures on these terms at
the rate of $50,000 per week beginning October 15, 1996.
The Company recorded $250,000 in common stock as related to the debentures for
the conversion feature and $250,000 as non-cash interest expense in September
1996.
7
<PAGE>
In connection with the above transaction, investors received warrants
exercisable for a total of 601,469 shares of the Company's common stock at
exercise prices of $1.1625 (as to 215,085 shares) and $1.29 (as to 386,384
shares). The warrants are exercisable for three years.
The placement agent for the financing received a commission equal to 10% of the
gross proceeds and warrants exercisable for 120,286 shares at exercise prices of
$0.775 (as to 43,010 shares) and $0.86 (as to 77,276 shares). The warrants are
exercisable for three years.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENT
This Form 10-QSB/A-1 includes a forward-looking statement which is denoted with
an "*" relating to cash and sources of liquidity. Investors are cautioned that
this forward-looking statement involves risks and uncertainties that could cause
actual results to differ materially from that in the forward-looking statement.
The Company is in the early stages of developing the Parts Now business and does
not have an easily predictable flow of orders. The amount of available cash
could last a longer or shorter period of time depending upon the orders booked
and related costs.
OVERVIEW
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).
Based on technology licensed from MIT, the Company has developed, a
proprietary technology known as Direct Shell Production Casting
(DSPC-Registered Trademark-). The DSPC process enables the automatic
creation of ceramic molds ("Shells") similar to those commonly used in metal
casting, directly from a Computer Aided Design (CAD) file. DSPC is the only
known process from which a Shell can be created before patterns or tooling
are designed or made. As a result, DSPC becomes the only patternless casting
process whereby cast metal parts can be fabricated directly from the customer
CAD file. The Company's strategy is to combine this technological advantage
with conventional casting and CNC machining technologies in order to become
the premier out-sourcing vendor for production of cast metal parts which are
fully developed and ready for assembly. This out-sourcing service is called
Parts Now-Registered Trademark-.
Parts Now 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 technology to
create the first article before production tooling is made. Once the customer
approves the first article, the Company utilizes its DSPC technology to generate
the production tooling, then uses this tooling to manufacture production
quantities. In both cases the CAD file of the customer is the master. There
are three stages in developing Parts Now to its fullest capacity:
8
<PAGE>
1. STAGE 1 -- Parts Now operates as a service bureau for functional
cast and machined parts focusing on the DSPC center reputation as
the most competitive producer of cast metal parts ("first article
parts") made directly from the customer CAD file. In preparation
for stage 2, Soligen acquired a conventional foundry and CNC machine
shop.
2. STAGE 2 -- Parts Now combines DSPC with conventional casting by
utilizing DSPC to produce the production tooling for conventional
casting (patterns and core boxes), directly from the same CAD file as
the approved first article. At this stage, the Company has to be able
to supply small to medium production quantities of cast metal parts,
but not mass production quantities.
3. STAGE 3 -- Parts Now establishes joint ventures with mass production
foundries which are able to use the DSPC made production tooling to
augment Parts Now's in-house production capabilities for mass
production.
The following will elaborate on the three stages discussed above:
In fiscal 1996, the Company's primary focus at its DSPC production centers was
to serve customers as a stage 1 Parts Now center. This included creating cast
metal parts with very complex geometry in a variety of alloys. The Company set
up milestones for casting intake and exhaust manifolds in aluminum, ductile iron
and stainless steel. Some of these parts could not have been produced nor
delivered as quickly and cost-effectively using any other technique. The Company
has established repeat business with such companies as Ford Motor Company,
General Motors Corporation, Caterpillar, Inc., John Deere Company, Chicago
Pneumatic Tool Company, Walt Disney and Porter Cable Corporation. To prepare for
the implementation of stage 2 of the Company's Parts Now strategy, the Company
established a wholly owned subsidiary, Altop, an aluminum foundry and machine
shop located in Santa Ana, California.
In the first quarter of fiscal 1997, the Company began to implement the second
stage of its Parts Now strategy. The first two programs included producing first
article parts by DSPC, and, after customer approval of the first article parts,
creating production tooling from the same CAD files. The production tooling was
successfully used to conventionally cast aluminum parts which met the customer
requirements and were functionally identical to the DSPC made first article
parts.
As of September 30, 1996, the Company is continuing its transition from a
development stage company into a manufacturing/service company with continuing
revenues from operations. The Company operates four revenue-generating profit
centers:
1. PARTS NOW PROFIT CENTER (PARTS NOW): Revenues are generated from
providing program management of the "one stop shop" production
services. Parts Now is responsible for any contract which requires a
combination of the DSPC production center and the conventional casting
and CNC machining expertise. It consists of program managers who
oversee the transition from CAD to first article, to tooling, to
conventional casting and later to mass production (stage 3). It
acquires services from the DSPC center and the conventional foundry at
cost.
9
<PAGE>
2. DSPC PRODUCTION PROFIT 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. This profit center also
provides DSPC part and tool making services to the Parts Now Profit
Center. These services are charged to Parts Now at cost. Revenues
for this product line were initiated in the quarter ended March 31,
1995.
3. CONVENTIONAL CASTING PROFIT CENTER (PRODUCTION PARTS): Revenues
result from the production and sale of production quantities of cast
and machined metal parts to the Parts Now profit center (at cost) and
from other industrial customers. The Company began generating
revenues for industrial customers, many of whom were customers of A-
RPM, whose assets where purchased as the basis for establishing
Altop, its aluminum foundry and machine shop, in July 1994. This
profit center is undergoing a transition from providing non-DSPC
related, conventional casting services for industrial customers to
providing conventional casting of aluminum parts, utilizing DSPC made
tooling, CNC machining finishing and inspection services to the Parts
Now Profit Center.
4. DSPC TECHNOLOGY PROFIT CENTER: Revenues are generated by two
peripheral activities:
- MACHINE REVENUES result from the distribution and maintenance of
DSPC machines. Part of the Company's strategy is to enable
companies in certain applications to operate DSPC machines in-
house. Initially, this involved the sale of machines to be used
in a specific application (such as the sale of a DSPC machine to
Johnson & Johnson Orthopedics for the sole purpose of producing
orthopedic implants), subsequently evolving into the generation
of revenues through licensing, maintenance and upgrades.
- 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 as a part of the Company's participation in
several industrial consortia that included MIT and certain
companies seeking to further develop applications in advanced
manufacturing.
RESULTS OF OPERATIONS
Revenues for the three months ended June 30, 1996 and the three and six months
ended September 30, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Three Months Three Months Ended Six Months Ended
Ended September 30, September 30,
June 30, ------------------ ----------------
1996 1996 1995 1996 1995
------------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Parts Now $ 88,000 $379,000 $ -- $ 467,000 $ --
DSPC production 128,000 62,000 258,000 190,000 382,000
Production parts 291,000 309,000 265,000 600,000 652,000
DSPC technology 36,000 -- 148,000 36,000 275,000
-------- -------- -------- ---------- ----------
Total revenues $543,000 $750,000 $671,000 $1,293,000 $1,309,000
======== ======== ======== ========== ==========
</TABLE>
10
<PAGE>
For the quarter ended September 30, 1996, total revenues were $750,000 as
compared to $671,000 for the similar period last year, an increase of 12%.
Although the increase was modest, Parts Now and DSPC revenues increased to
$441,000 from $258,000, an increase of $183,000, or 71%. This increase reflects
a continued growing acceptance of the Company's core business in the market
place. Revenues for the second quarter of fiscal 1997 grew to $750,000 from
$543,000 in the first quarter of fiscal 1997, an increase of $207,000, or 38%.
The Parts Now and DSPC revenues grew to $441,000 in the second quarter of fiscal
1997 from $216,000 in the first quarter of fiscal 1997, an increase of $225,000,
or 104%. Similarly, for the six months ended September 30, 1996, Parts Now and
DSPC revenues increased by 72% to $657,000 from $382,000.
In the transition from stage 1 to stage 2 of the Company's Parts Now strategy,
the trend continues of de-emphasizing conventional castings having either low or
marginal profit margins, a business segment unrelated to Parts Now. Altop's
revenues from conventional casting contracts increased only $44,000 to $309,000,
or 17% in the quarter ended September 30, 1996, and decreased $52,000 to
$600,000, or 8% for the six months ended September 30, 1996.
For the three months ended September 30, 1996, DSPC technology revenues
decreased $148,000 with no revenues recorded in the quarter and for the six
months ended September 30, 1996, revenues deceased from $275,000 to $36,000, or
87%. This decrease resulted from expiration of both R&D contracts with
government agencies as well as license and maintenance agreements for DSPC
experimental machines. The DSPC technology product line comprised of
development contracts and selling operating licenses for DSPC machines will
continue; however, since it is not a part of the Company's strategic business,
the Company is not actively pursuing such contracts.
Gross profit for the three and six months ended September 30, 1996 was $254,000
and $330,000, respectively, as compared to $245,000 and $437,000 for the three
and six months ended September 30, 1995. The change represented an increase of
$9,000 for the three months ended September 30, 1996, and a decrease of $107,000
for the six months ended September 30, 1996. Gross margin as a percent of
revenues for the six months ended September 30, 1996 was 26% compared to 33% for
the six months ended September 30, 1995. The major reason for the decrease in
margin for the six months ended September 30,1996 was the completion of high
margin low cost DSPC technology engineering contracts. If these engineering
contracts are not considered for gross profit calculation, margins have slightly
improved. The Company is still in an aggressive penetration mode in its Parts
Now and DSPC business that presently results in reduced margins on contracts
with new customers.
Research and development expenses decreased $12,000 from $271,000 in the three
month period ended September 30, 1995 to $259,000 in the three month period
ended September 30, 1996. For the six months ended September 30, 1996, research
and development expenses increased $56,000 to $543,000 from $487,000 for the
comparable period a year ago. The Company continues to invest in research and
development of the DSPC technology and its applications as a key to its future
growth and prosperity.
Selling expenses increased 63% to $171,000 for the quarter ended September 30,
1996 from $105,000 for the quarter ended September 30, 1995. For the six months
ended September 30, 1996, selling expenses increased 89% to $350,000 from
$185,000 recorded in the six months ended September 30, 1995. The increase in
selling expenses is due primarily to the
11
<PAGE>
establishment of a sales team and the Company's efforts to penetrate new
markets for the underlying technology.
Interest expense increased to $260,000 in the second quarter of fiscal 1997 from
$21,000 in the second quarter of fiscal 1996. For the first six months ended
September 30, 1996, interest expense increased to $267,000 from $34,000 in the
comparable period a year ago. These increases were caused by the $250,000 non-
cash interest expense associated with the $750,000 convertible debenture
financing.
CASH AND SOURCES OF LIQUIDITY
The Company requires significant funds to continue operations. As of September
30, 1996, the Company had $700,000 in cash. From inception, the Company has
funded its operations through the private sale of common stock and convertible
debentures. On September 13, 1996, the Company completed a private placement of
$750,000, 6% convertible debentures due on or before August 31, 1999. The
Company received proceeds of $666,000, net of finders and legal fees.
The Company does not expect current cash and cash equivalents to be adequate
beyond June 30, 1997*. Therefore, until the Company operates profitably, as to
which no assurance can be given, it will be necessary for the Company to obtain
outside funding to fund operations. The Company does not have any bank
financing, and it does not believe that financing from a bank or other
commercial lender is presently available to it. The Company is pursuing other
sources of outside funds. However, no assurance can be given that the Company
will be able to obtain the necessary funds when such funds are required, and the
failure to obtain necessary funding may have a materially adverse effect upon
its business and operations. Furthermore, if the Company is able to raise such
funds, the terms on which funds may be made available to the Company may result
in substantial dilution or may be otherwise on terms not favorable to the
Company.
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
A-RPM LAWSUIT AND COUNTERCLAIM
On June 30, 1994, Altop, Inc., 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. The assets were
acquired pursuant to an Asset Purchase Agreement between Altop, A-RPM, the
Company and Leland K. and Nancy B. Lowry, the sole shareholders of A-RPM. As
payment for the assets, Altop delivered an initial cash payment in the amount of
$100,000 and three promissory notes in the total principal amount of $220,000.
Altop also assumed certain liabilities of A-RPM and agreed to deliver an
additional payment of up to $100,000 contingent upon determination of certain
net asset values according to a formula set forth in the Asset Purchase
Agreement. Altop also entered into an Employment Agreement with Leland K.
Lowry.
12
<PAGE>
On March 22, 1995, the Company and Altop commenced an action against A-RPM and
the Lowrys in the Superior Court for Orange County, California. The complaint
in this action seeks damages for breach of the Asset Purchase Agreement, fraud,
and negligent misrepresentation. In addition, the Company and Altop are
requesting declaratory relief confirming that the Company and Altop have no
further obligation to A-RPM and the Lowrys under the Asset Purchase Agreement,
the promissory notes and related transactions. The complaint also seeks an
award of attorneys' fees and costs.
A-RPM and the Lowrys have filed an answer to the complaint generally denying the
allegations of the complaint. In addition, they have filed a cross-complaint
stating actions against the Company and Altop for recovery of the entire
principal amount and accrued interest on the three promissory notes delivered in
connection with the Asset Purchase Agreement. The cross-complaint also seeks
foreclosure on the assets of Altop securing the promissory notes, recovery of
$85,000 alleged to be due and payable pursuant to the contingent payment
provisions of the Asset Purchase Agreement, and attorneys' fees and costs.
The Company and Altop intend to vigorously defend against the allegations of the
cross-complaint and to vigorously pursue recovery against A-RPM and the Lowrys.
Pending resolution of this dispute, the Company has provided for a $305,000
liability in its consolidated financial statements.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4.1 Form of $250,000, 6% Convertible Debenture due August 31, 1999
issued to Black Seas Investments
4.2 Form of $500,000, 6% Convertible Debenture due August 31, 1999
issued to Henley Group, Ltd.
11.1 Computation of Net Loss Per Share
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K, October 1, 1996
13
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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.
SOLIGEN TECHNOLOGIES, INC.
Date: February 6, 1997 By: /s/ YEHORAM UZIEL
-----------------
Yehoram Uziel
President, CEO and Chairman of the Board
(Principal executive officer)
Date: February 6, 1997 By: /s/ ROBERT KASSEL
-----------------
Robert Kassel
Chief Financial Officer
(Principal financial officer)
14
<PAGE>
EXHIBIT 4.1
FORM OF DEBENTURE
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE
THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S
PROMULGATED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE "ACT"). THE
SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
No. ONE US $250,000.00
SOLIGEN TECHNOLOGIES, INC.
6% CONVERTIBLE DEBENTURE DUE AUGUST 31, 1999
THIS DEBENTURE is one of a duly authorized issue of Debentures of
SOLIGEN TECHNOLOGIES, INC., a corporation duly organized and existing under
the laws of the state of Wyoming (the "Company") designated as its 6%
Convertible Debenture Due August 31, 1999 (the "Debentures"). This
Debenture is dated this 4th day of September, 1996.
FOR VALUE RECEIVED, the Company promises to pay to, Black Seas
Investments, LTD., the registered holder hereof (the "Holder"), the principal
sum of Two Hundred and Fifty Thousand Dollars (US$250,000.00) on August 31,
1999, (the "Maturity Date") and to pay interest on the principal sum
outstanding at the rate of 6% per annum. Accrual of interest shall commence
beginning on the date hereof, until payment of the principal sum or upon
conversion has been made, and shall be paid annually to the Holder, at the
option of the Company in cash or payment in kind of the common stock of the
Company, with the price of the Common Stock to be determined as set forth in
Section 4 hereof. Any interest not paid as setforth herein shall bear
interest at the rate of 6% per annum until paid. Payments hereunder shall be
made to the person in whose name this Debenture (or one or more predecessor
Debentures) is registered on the records of the Company regarding
registration and transfers of the Debentures (the "Debenture Register") on
the tenth day prior to the Maturity Date; provided, however that the
Company's obligation to a transferee of this Debenture arises only if such
transfer, sale or other disposition is made in accordance with the terms and
conditions of the Offshore Securities Subscription Agreement executed by the
original Holder. The Company will pay the principal of and interest upon this
Debenture on the Maturity Date (less any amounts that have been
converted) less any other amounts required by law to be deducted, to the
registered holder of this Debenture as of the tenth day prior to the Maturity
Date and addressed to such holder as the last address appearing on the
Debenture Register. The forwarding of such check shall constitute a payment
of interest hereunder and shall satisfy and discharge the liability for
principal and interest on this Debenture to the extent of the sum represented
by such check plus any amounts so deducted unless such check is not paid.
15
<PAGE>
This Debenture is subject to the following additional provisions:
1. The Debentures are issuable in denominations of Twenty-Five Thousand
Dollars ($25,000) and integral multiples thereof.
2. The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the United States income tax laws
or other applicable laws at the time of such payments.
3. This Debenture has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"). Prior to
due presentment for transfer of this Debenture, the Company and any agent of
the Company may treat the person in whose name this Debenture is duly
registered on the Company's Debenture Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Debenture be overdue, and neither the Company nor any
such agent shall be affected by notice to the contrary. Except as otherwise
provided in Regulation S adopted under the Act,
(1) This Debenture may not be converted by a U.S.Person (as
defined in Section 902(o) of Regulation S);
(2) This Debenture may not be converted within the United States
and the shares of Common Stock issued upon conversion of this Debenture may
not be delivered upon such conversion within the United States; and
(3) The person converting this Debenture must either (i) certify
to the Company in writing that he is not a U.S.Person and is not converting
this Debenture on behalf of a U.S. Person or (ii) deliver an opinion of
counsel that this Debenture and the underlying Common Stock have been
registered under the Act or are exempt from registration under the Act.
4. The Holder of this Debenture is entitled, at its option, at any time
commencing on October 24, 1996 until maturity hereof to convert the principal
amount of this Debenture or any portion of the principal amount hereof which
is at least Twenty-Five Thousand Dollars (US$25,000) or, if at the time of
such election to convert the aggregate principal amount of all Debentures
registered to the holder is less than Twenty-Five Thousand Dollars
(US$25,000), then the whole amount thereof, into Shares of Common Stock of
the Company at a "Conversion Price" for each share of Common Stock equal to a
discount of Twenty-five Percent (25%) of the average closing price of the
Company's Common Stock for the five days preceding the date of conversion as
reported by; (a) the National Association of Securities Automated Quotation
System ("NASDAQ"), or (b) in the over-the-counter market, or (c) on the
American Stock Exchange or another stock exchange. Such conversion shall be
effectuated by surrendering the Debentures to be converted (with a copy, by
facsimile or courier, to the Company) to the Company's registrar and transfer
agent ("Transfer Agent"), with the form of conversion notice attached hereto
as Exhibit A, executed by the Holder of the Debenture evidencing such
Holder's intention to convert this Debenture or a specified portion (as above
provided) hereof, and accompanied, if required by the Company, by proper
assignment hereof in blank. The accrued but unpaid interest may be converted
into the Common Stock of the Company at the Conversion Price or paid in cash
at the option of the Company. No fraction of Shares or scrip representing
fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share. The date on
which notice of conversion is given shall be deemed to be the date on which
the Holder has delivered this Debenture, with the conversion notice duly
executed, to the Transfer Agent, or if earlier, the date set forth in such
notice of conversion if the Debenture
16
<PAGE>
is recived by the Transfer Agent within five business days thereafter. Each
week, at any time after October 24, 1996, the Company shall have the right
to effect the conversion of principal amounts of all Debentures, in the
amount of Fifty Thousand dollars ($50,000), prorate with the holder(s) of any
other debentures of the Company of the same series. The Company shall give
the Holder five (5) business days notice which shall be the effective date.
Such "Notice" shall be sent by First Class Mail, Fax or overnight express
service to the last known address of the Holder.
5. No provision of this Debenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of,
and interest on, this Debenture at the time, place, and rate, and in the
currency, herein prescribed. This Debenture and all other Debentures now or
hereafter issued of similar terms are direct obligations of the Company. This
Debenture ranks equally with all other Debentures now or hereafter issued
under the terms set forth herein.
6. The Holder of this Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not
offer, sell or otherwise dispose of this Debenture or the Shares of Common
Stock issuable upon exercise thereof except under circumstances which will
not result in a violation of the Act or any applicable state Blue Sky laws or
similar laws relating to the sale of securities.
7. The Company shall at all times reserve for issuance and/or delivery
upon conversion of a part or all of this Debenture such number of shares of
its Common Stock as shall be required for issuance and delivery upon
conversion of this Debenture as may be required based upon the market price
of the Common Stock from time to time, less the discount but not to exceed
the amount of authorized but unissued and unreserved Common Stock of the
Company.
8. This Debenture shall be governed by and construed in accordance with
the laws of the State of California.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.
SOLIGEN TECHNOLOGIES, INC.
By: /s/ Yehoram Uziell
____________________
Yehoram Uziell
Chairman and President
Dated September 4, 1996
17
<PAGE>
EXHIBIT A
NOTICE OF CONVERSION
(To be Executed by the Registered Holder in order to Convert the Debenture)
The undersigned hereby irrevocably elects to convert the above Debenture
No. into Shares of Common Stock of SOLIGEN TECHNOLOGIES, INC. (the
"Company") according to the conditions hereof, as of the date written below.
The undersigned represents that it is not a U.S. Person as defined in
Regulation S promulgated under the Securities Act of 1933 and is not
converting the Debenture on Behalf of any U.S. Person.
Date of Conversion *___________________
Applicable Conversion Price $ _________
Name of the Holder ____________________
Signature_________________________
Address:_________________
_________________________
_________________________
* This original Debenture and Notice of Conversion must be received by the
Company's Transfer Agent by the fifth business date following the Date of
Conversion.
18
<PAGE>
EXHIBIT 4.2
FORM OF DEBENTURE
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE
BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE
SECURITIES ACT OF 1993, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED"
AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM.
No. TWO US $500,000.00
SOLIGEN TECHNOLOGIES, INC.
6% CONVERTIBLE DEBENTURE DUE AUGUST 31, 1999
THIS DEBENTURE is one of a duly authorized issue of Debentures of
SOLIGEN TECHNOLOGIES, INC., a corporation duly organized and existing under
the laws of the state of Wyoming (the "Company") designated as its 6%
Convertible Debenture Due August 31, 1999 (the "Debentures"). This
Debenture is dated this 13th day of September, 1996.
FOR VALUE RECEIVED, the Company promises to pay to, Henley Group, Ltd.,
the registered holder hereof (the "Holder"), the principal sum of Five
Hundred Dollars (US$500,000.00) on August 31, 1999, (the "Maturity Date") and
to pay interest on the principal sum outstanding at the rate of 6% per annum.
Accrual of interest shall commence beginning on the date hereof, until
payment of the principal sum or upon conversion has been made, and shall be
paid annually to the Holder, at the option of the Company in cash or payment
in kind of the common stock of the Company, with the price of the Common
Stock to be determined as set forth in Section 4 hereof. Any interest not
paid as set forth herein shall bear interest at the rate of 6% per annum
until paid. Payments hereunder shall be made to the person in whose name this
Debenture (or one or more predecessor Debentures) is registered on the
records of the Company regarding registration and transfers of the Debentures
(the "Debenture Register") on the tenth day prior to the Maturity Date;
provided, however that the Company's obligation to a transferee of this
Debenture arises only if such transfer, sale or other disposition is made in
accordance with the terms and conditions of the Offshore Securities
Subscription Agreement executed by the original Holder. The Company will pay
the principal of and interest upon this Debenture on the Maturity Date (less
any amounts that have been converted) less any other amounts required by law
to be deducted, to the registered holder of this Debenture as of the tenth
day prior to the Maturity Date and addressed to such holder as the last
address appearing on the Debenture Register. The forwarding of such check
shall constitute a payment of interest hereunder and shall satisfy and
discharge the liability for principal and interest on this Debenture to the
extent of the sum represented by such check plus any amounts so deducted
unless such check is not paid.
19
<PAGE>
This Debenture is subject to the following additional provisions:
1. The Debentures are issuable in denominations of Twenty-Five Thousand
Dollars ($25,000) and integral multiples thereof.
2. The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the United States income tax laws
or other applicable laws at the time of such payments.
3. This Debenture has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"). Prior to
due presentment for transfer of this Debenture, the Company and any agent of
the Company may treat the person in whose name this Debenture is duly
registered on the Company's Debenture Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Debenture be overdue, and neither the Company nor any
such agent shall be affected by notice to the contrary. Except as otherwise
provided in Regulation S adopted under the Act,
(1) This Debenture may not be converted by a U.S. Person (as
defined in Section 902(o) of Regulation S);
(2) This Debenture may not be converted within the United States
and the shares of Common Stock issued upon conversion of this Debenture may
not be delivered upon such conversion within the United States; and
(3) The person converting this Debenture must either (i) certify
to the Company in writing that he is not a U.S. Person and is not converting
this Debenture on behalf of a U.S. Person or (ii) deliver an opinion of
counsel that this Debenture and the underlying Common Stock have been
registered under the Act or are exempt from registration under the Act.
4. The Holder of this Debenture is entitled, at its option, at any time
commencing on October 24, 1996 until maturity hereof to convert the principal
amount of this Debenture or any portion of the principal amount hereof which
is at least Twenty-Five Thousand Dollars (US$25,000) or, if at the time of
such election to convert the aggregate principal amount of all Debentures
registered to the holder is less than Twenty-Five Thousand Dollars
(US$25,000), then the whole amount thereof, into Shares of Common Stock of
the Company at a "Conversion Price" for each share of Common Stock equal to a
discount of Twenty-five Percent (25%) of the average closing price of the
Company's Common Stock for the five days preceding the date of conversion as
reported by; (a) the National Association of Securities Automated Quotation
System ("NASDAQ"), or (b) in the over-the-counter market, or (c) on the
American Stock Exchange or another stock exchange. Such conversion shall be
effectuated by surrendering the Debentures to be converted (with a copy, by
facsimile or courier, to the Company) to the Company's registrar and transfer
agent ("Transfer Agent"), with the form of conversion notice attached hereto
as Exhibit A, executed by the Holder of the Debenture evidencing such
Holder's intention to convert this Debenture or a specified portion (as above
provided) hereof, and accompanied, if required by the Company, by proper
assignment hereof in blank. The accrued but unpaid interest may be converted
into the Common Stock of the Company at the Conversion Price or paid in cash
at the option of the Company. No fraction of Shares or scrip representing
fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share. The date on
which notice of conversion is given shall be deemed to be the date on which
the Holder has delivered this Debenture, with the conversion notice duly
executed, to the Transfer Agent, or if earlier, the date set forth in such
notice of conversion if the Debenture
20
<PAGE>
is received by the Transfer Agent within five business days thereafter. Each
week, at any time after October 24, 1996, the Company shall have the right
to effect the conversion of principal amounts of all Debentures, in the
amount of Fifty Thousand dollars ($50,000), prorate with the holder(s) of any
other debentures of the Company of the same series. The Company shall give
the Holder five (5) business days notice which shall be the effective date.
Such "Notice" shall be sent by First Class Mail, Fax or overnight express
service to the last known address of the Holder.
5. No provision of this Debenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of,
and interest on, this Debenture at the time, place, and rate, and in the
currency, herein prescribed. This Debenture and all other Debentures now or
hereafter issued of similar terms are direct obligations of the Company. This
Debenture ranks equally with all other Debentures now or hereafter issued
under the terms set forth herein.
6. The Holder of this Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not
offer, sell or otherwise dispose of this Debenture or the Shares of Common
Stock issuable upon exercise thereof except under circumstances which will
not result in a violation of the Act or any applicable state Blue Sky laws or
similar laws relating to the sale of securities.
7. The Company shall at all times reserve for issuance and/or delivery
upon conversion of a part or all of this Debenture such number of shares of
its Common Stock as shall be required for issuance and delivery upon
conversion of this Debenture as may be required based upon the market price
of the Common Stock from time to time, less the discount but not to exceed
the amount of authorized but unissued and unreserved Common Stock of the
Company.
8. This Debenture shall be governed by and construed in accordance with
the laws of the State of California.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.
SOLIGEN TECHNOLOGIES, INC.
By: /s/ Robert Kassel
___________________________
Robert Kassel
Chief Financial Officer
September 13, 1996
21
<PAGE>
EXHIBIT A
NOTICE OF CONVERSION
(To be Executed by the Registered Holder in order to Convert the Debenture)
The undersigned hereby irrevocably elects to convert the above Debenture
No. into Shares of Common Stock of SOLIGEN TECHNOLOGIES, INC. (the
"Company") according to the conditions hereof, as of the date written below.
The undersigned represents that it is not a U.S. Person as defined in
Regulation S promulgated under the Securities Act of 1933 and is not
converting the Debenture on Behalf of any U.S. Person.
Date of Conversion *_________________
Applicable Conversion Price $_________
Name of the Holder____________________
Signature ____________________________
Address:__________________
_________________________
_________________________
* This original Debenture and Notice of Conversion must be received by the
Company's Transfer Agent by the fifth business date following the Date of
Conversion.
22
<PAGE>
EXHIBIT 11.1
SOLIGEN TECHNOLOGIES, INC.
COMPUTATION OF NET LOSS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average common shares outstanding 29,738,330 24,430,330 29,738,330 24,011,108
----------- ----------- ----------- -----------
Net loss $ (658,000) $ (351,000) $(1,212,000) $ (756,000)
----------- ----------- ----------- -----------
Net loss per share $ (0.02) $ (0.01) $ (0.04) $ (0.03)
----------- ----------- ----------- -----------
</TABLE>
23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS
FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM 10-QSB FOR THE QUARTER
AND YEAR TO DATE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 700
<SECURITIES> 0
<RECEIVABLES> 540
<ALLOWANCES> 71
<INVENTORY> 212
<CURRENT-ASSETS> 1509
<PP&E> 1939
<DEPRECIATION> 818
<TOTAL-ASSETS> 2686
<CURRENT-LIABILITIES> 971
<BONDS> 750
0
0
<COMMON> 8881
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2686
<SALES> 1293
<TOTAL-REVENUES> 1293
<CGS> 963
<TOTAL-COSTS> 963
<OTHER-EXPENSES> 1389
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 267
<INCOME-PRETAX> (1212)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1212)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1212)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
