<PAGE>
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-1
___________________________________________
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1997
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.
(Name of small business issuer in its charter)
WYOMING 95-4440838
(STATE OF (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
19408 LONDELIUS ST., NORTHRIDGE, CALIFORNIA 91324
(Address of principal executive offices) (Zip Code)
ISSUER'S TELEPHONE NUMBER: (818) 718-1221
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
COMMON STOCK WITHOUT PAR VALUE AMERICAN STOCK EXCHANGE
(EMERGING COMPANY MARKETPLACE)
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: NONE
___________________________________________
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 SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [ ]
CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM
405 OF REGULATION S-B IS NOT CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE
CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM
10-KSB/A-1 OR ANY AMENDMENT TO THIS FORM 10-KSB/A-1. [ ]
THE ISSUER'S REVENUES FOR THE FISCAL YEAR ENDED MARCH 31, 1997 WERE
$4,203,000.
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
COMPUTED BY REFERENCE TO THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE
BID AND ASKED PRICE OF SUCH STOCK, AS OF JUNE, 3 1997, WAS APPROXIMATELY
$15,717,000.
AS OF JUNE 3, 1997, THERE WERE 31,434,283 SHARES OF COMMON STOCK, NO PAR
VALUE, OUTSTANDING.
THE INDEX TO EXHIBITS APPEARS ON PAGE 10 OF THIS DOCUMENT.
________________________________________________________________________________
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
FORM 10-KSB
FOR THE YEAR ENDED MARCH 31, 1997
TABLE OF CONTENTS
PAGE
----
PART III
- --------
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act.......................... 1
Item 10. Executive Compensation.......................... 5
Item 11. Security Ownership of Certain Beneficial Owners
and Management............................... 6
Item 12. Certain Relationships and Related
Transactions................................. 9
Item 13. Exhibits and Reports on Form 8-K................ 10
Signatures...................................................... 12
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GENERAL
The information set forth in this filing required by Part III of Form 10-KSB
was included in the definitive proxy statement filed by the Registrant on
August 6, 1997, and incorporated by reference into the Form 10-KSB as filed
on July 11, 1997. Because the Proxy Statement was not filed within 120 days
of the end of the Registrant's fiscal year, the Registrant is filing this
Part III information as an amendment to Form 10-KSB in accordance with
General Instruction E.3 to Form 10-KSB. Also included in this filing as
Exhibit 23 is the Consent of Independent Accountants which was inadvertently
omitted from the prior filing.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
MANAGEMENT
DIRECTORS
The Company's Articles of Incorporation and Bylaws, as amended, provide for the
Company's business to be managed by or under the direction of the Board of
Directors. Under the Company's Bylaws, as amended, the number of directors is
fixed from time to time by the Board of Directors, which number may not be less
than three nor more than seven, and directors serve in office until the next
Annual Meeting of Shareholders or until their successors have been elected and
qualified.
The names of the Company's current directors and certain information about them
are set forth below:
- -------------------------------------------------------------------------------
Name Age Position
- -------------------------------------------------------------------------------
Yehoram Uziel 46 President, CEO, Director, and Chairman of
the Board of Directors
Dr. Mark W. Dowley 63 Director
Kenneth T Friedman 39 Director
Patrick J. Lavelle 58 Director
Darryl J. Yea 38 Director
Yehoram Uziel has served as President and Director of the Company since
April 1993. Mr. Uziel has served as Chief Executive Officer and Chairman of
the Board of the Company since May 1993. Mr. Uziel served as the Company's
Chief Financial Officer from May 20, 1996 to July 29, 1996. Mr. Uziel has also
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served as President and Chief Executive Officer of Soligen from October 1991
to present and Director, President and Chief Executive Officer of Altop, Inc.
("Altop"), a wholly-owned subsidiary of the Company from June 1994 to present.
From January 1989 to January 1992, he was Vice President of Engineering at 3D
Systems, Inc., a rapid prototyping manufacturer based in Valencia, California.
Prior to 1989, Mr.Uziel was Director of New Business Development of
Optrotech, Inc., a manufacturer of inspection equipment for the printed circuit
board industry which is based in Israel. From December 1990 to December 1993
Mr. Uziel was Chairman of the Board of Conceptland Ltd., a rapid prototyping
service bureau based in Israel. Mr. Uziel received a B.Sc. degree in Mechanical
Engineering from the Technion Institute of Technology in Israel.
Dr. Mark W. Dowley has served as Director of the Company since July 1993.
Dr. Dowley has served as President and Chairman of Liconix, Inc., a
manufacturer of helium-cadmium lasers based in Santa Clara, California, since
1972. He has served as a Director of LEOMA (Lasers & Electro Optical
Manufacturers Association) for four years and has served as a member of the
Executive Committee of the Silicon Valley Council of the American Electronics
Association. Dr. Dowley has served as a Director of Sports Software, a
manufacturer of tennis analysis systems, since 1985.
Kenneth T. Friedman has served as Director of the Company since September 9,
1996. Mr. Friedman is President and Founder of Friedman Enterprises, an
investment bank and investment company that specializes in mergers and
acquisitions and raising debt and equity capital. Prior to Friedman
Enterprises, Mr. Friedman was President, Founder, and a member of the board of
directors of Houlihan, Lokey, Howard & Zukin Capital, an investment bank. Prior
to, and simultaneous with such position, Mr. Friedman was also a Managing
Director and a member of the board of directors of Houlihan, Lokey, Howard &
Zukin, Inc. a financial advisory company specializing in investment banking,
money management and valuing companies and securities. Mr. Friedman received
his MBA from Harvard Business School.
Patrick J. Lavelle has served as Director of the Company since September 1994.
Mr. Lavelle has been the Chairman of the Federal Business Development Bank of
Canada from 1994 to the present. Mr. Lavelle has been the Chairman and Chief
Executive Officer of Patrick J. Lavelle and Associates, a management firm, from
1991 to the present. From 1991 to 1994, Mr. Lavelle was Chairman of the
Canadian Council for Aboriginal Business. Mr. Lavelle is a director of Revenues
Properties, Co. and several Canadian companies. Previously, Mr. Lavelle was
Vice President, Corporate Development at Magna International, Inc., a leading
automotive parts manufacturer, where he oversaw business relations with Japanese
and other Pacific Rim auto producers. Mr. Lavelle also served as President of
the Automotive Parts Manufacturers' Association of Canada. Previously, he held
the position of Deputy Minister of Industry, Trade and Technology for the
Province of Ontario and was simultaneously Secretary of the Premier's Council
and an Advisor to the Planning and Priorities Board of Cabinet. Mr. Lavelle
also served as Agent General for the Government of Ontario in Paris, France.
Darryl J. Yea has served as Director since November 1992 and was formerly
interim President of the Company (from November 1992 to April 1993). Mr. Yea
has served as President and Director of C. M. Oliver Capital Corporation, an
investment banking and management consulting firm based in Vancouver, British
Columbia, Canada, from 1986 to present. Mr. Yea has also been a Director of
PlanVest Capital Corporation and a Director of C. M. Oliver & Company Limited,
a Vancouver-based brokerage firm,
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since 1992. Mr. Yea is also a Director and former President of DataWave Word
Vending Inc. in Vancouver. Mr. Yea is a member of the Real Estate Institute of
British Columbia and the Institute of Certified Management Consultants of
British Columbia. Mr. Yea received a B.Comm. degree in both Urban Land
Economics and Finance from the University of British Columbia in Canada.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
During the fiscal year ended March 31, 1997, the Board of Directors held six (6)
meetings and took action pursuant to four (4) unanimous written consents. Rules
adopted under the Securities Exchange Act of 1934 require the Company to
disclose in this proxy statement whether any director attended fewer than 75% of
the total number of meetings of the Board of Directors or of committees of the
Board of Directors on which he served during the fiscal year ending March 31,
1996. During the fiscal year ending March 31, 1997, each of the directors
attended more than 75% of the meetings of the Board of Directors or committees
of the Board of Directors on which he served.
The Audit Committee, which did not meet formally in the fiscal year ended March
31, 1997, has two members, Darryl J. Yea and Dr. Mark W. Dowley. The Audit
Committee reviews with the Company's independent auditors the scope, results and
costs of the annual audit, and the Company's accounting policies and financial
reporting.
The 1993 Stock Option Plan Administrative Committee has three members, Dr. Mark
W. Dowley, Patrick Lavelle and Darryl J. Yea. The Administrative Committee was
established to administer the Company's 1993 Stock Option Plan on behalf of the
Board of Directors in accordance with the terms thereof.
The Compensation Committee consists of Dr. Mark W. Dowley, Kenneth T. Friedman,
Patrick J. Lavelle and Darryl J. Yea. The Compensation Committee was
established April 28, 1997, with the responsibility for reviewing and approving
the salaries and other benefits of the executive officers of the Company. In
addition, the Compensation Committee consults with the Company's management
regarding other benefits plans and compensation policies and practices of the
Company.
The Board of Directors does not have a nominating committee.
3
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EXECUTIVE OFFICERS
The names of, and certain information regarding, the executive officers of the
Company who are not also directors are set forth below. Officers of the Company
are appointed by the Board of Directors of the Company at the annual meeting of
the Board of Directors to hold office until their successors are elected and
qualified. Officers serve at the discretion of the Board of Directors.
- --------------------------------------------------------------------------------
Name Age Position
- --------------------------------------------------------------------------------
Robert Kassel 70 Chief Financial Officer and Chief
Administrative Officer
Charles W. Lewis 46 Vice President, Soligen, Inc.
Amir Gnessin 38 Vice President of Engineering, Soligen, Inc.
- -------------------------------------------------------------------------------
Robert Kassel was appointed Chief Administrative Officer in May 1996 and Chief
Financial Officer in July 1996. From 1993 to 1996, Mr. Kassel worked as an
independent consultant. During 1994, Mr. Kassel also served as Manufacturing
Manager for G & H Technologies. Mr. Kassel served as Operations Officer for
Ceradyne, a manufacturer of advanced technical products from, 1989 to 1993.
From 1979 to 1988, Mr. Kassel worked as Division General Manager for SFE
Technologies, which manufactures multi-layer capacitors and EMI-RFI filters for
telecommunications, computers and industrial controls. Mr. Kassel was the
Division Vice-President for William House Regency, a manufacturer of paper
products, from 1972 to 1979.
Charles W. Lewis served as Vice President of Operations of the Company from July
1993 to July 1995. Mr. Lewis has served as Vice President of the Company's
subsidiary, Soligen, Inc., from 1992 to present and as Vice President of Altop
from January 1995 to the present. Mr. Lewis also served as Secretary of the
Company from 1992 to 1993. From 1991 to 1992, he was Director of Engineering
for BHK Inc., a manufacturer of scientific arc lamps which is based in Pomona,
California. From 1986 to 1991, Mr. Lewis was Program Manager for 3D Systems,
Inc., a rapid prototyping firm based in Valencia, California. Mr. Lewis
received a B.A. in Physics from the University of California in San Diego.
Amir Gnessin has served as Vice President of Engineering of Soligen, Inc. from
April 1994 to present. Mr. Gnessin joined the Company in August 1992 as a
Senior Mechanical Engineer and was promoted to Mechanical Team Leader in
February 1993. From 1989 to 1992, Mr. Gnessin worked as a design engineer and
manager at Optrotech, Inc., a manufacturer of inspection equipment for the
printed circuit board industry which is based in Israel. Mr. Gnessin received a
BS in Mechanical Engineering from the Technion Institute of Technology in
Israel.
No family relationship exists among any directors or executive officers of the
Company or the nominees for election to the Company's Board of Directors.
4
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the outstanding shares of the Company's Common Stock, to file with the
Securities and Exchange Commission (the "SEC") initial reports of beneficial
ownership and reports of changes in beneficial ownership of the Common Stock and
other equity securities of the Company. The Company's directors and executive
officers and greater than ten percent beneficial owners are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ending March 31, 1997, the
Company's directors, executive officers, and greater than ten percent beneficial
owners complied with all Section 16(a) filing requirements, except Kenneth T.
Friedman, a director of the Company, filed one late Form 3.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table provides certain summary information concerning compensation
awarded to, earned by or paid to Yehoram Uziel for the fiscal years ended March
31, 1995, March 31, 1996 and March 31, 1997.
<TABLE>
<CAPTION>
Summary Compensation Table
- -----------------------------------------------------------------------------------------------------------------
Annual Compensation
-------------------
Name and principal position Year Salary
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Yehoram Uziel, President, CEO, Fiscal year ended 3/31/95 $100,832
Director and Chairman of the Board of
the Company; President and CEO of Fiscal year ended 3/31/96 $ 99,320
Soligen, Inc.; and CEO of Altop, Inc.
Fiscal year ended 3/31/97 $ 99,486
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
No other executive officer received compensation in excess of $100,000 in the
fiscal year ended March 31, 1997. No executive officer received a bonus in the
fiscal year ended March 31, 1997.
No options or stock appreciation rights were granted to or exercised by
executive officers of the Company during the fiscal year ended March 31, 1997.
5
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The Company had no long-term incentive plan for the fiscal year ended March 31,
1997. The Company has no employment contracts, no termination of employment
agreements, and no change of control agreements with any named executive
officer.
COMPENSATION OF DIRECTORS
Pursuant to the Company's 1993 Stock Option Plan, as amended (the "Plan"), on
October 1, 1993, Dr. Mark Dowley was granted a nonstatutory stock option to
purchase 25,000 shares of Common Stock to compensate him for his duties as
Director; this option is exercisable at Cdn. $2.20, vests over four years
beginning October 1, 1994 and expires October 1, 2003. On February 22, 1996,
Dr. Dowley was granted an additional nonstatutory stock option to purchase
50,000 shares of Common Stock to compensate him for his duties as Director; this
option is exercisable at $0.75. On February 22, 1996, Mr. Kenneth T. Friedman
was granted a nonstatutory stock option to purchase 150,000 shares of Common
Stock to compensate him for his duties as an advisor, this option is exercisable
at $0.75, vests over four years beginning February 23, 1996 and expires February
23, 2005. On February 22, 1996, Mr. Kenneth T. Friedman was granted an
additional nonstatutory stock option to purchase 150,000 shares of Common Stock
to compensate him for his duties as Director; this option is exercisable at
$0.75, vests over four years beginning December 1, 1996 and expires December 1,
2005. On April 15, 1993, Mr. Darryl J. Yea was granted a nonstatutory stock
option to purchase 170,000 shares of Common Stock to compensate him for his
duties as Director; this option is exercisable at Cdn. $1.00, vests over four
years beginning April 15, 1994 and expires April 15, 2003. On February 22,
1996, Patrick J. Lavelle was granted a nonstatutory stock option to purchase
50,000 shares of Common Stock to compensate him for his duties as Director; this
option is exercisable at $0.75, vests over four years beginning February 23,
1996 and expires February 23, 2005. Other than options granted under the Plan,
the Directors receive no compensation for serving as Directors of the Company.
Expenses incurred in attending the Board of Directors meetings are reimbursed by
the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 18, 1997, certain information
furnished to the Company with respect to ownership of the Company's Common Stock
of (i) each director, (ii) the Chief Executive Officer and each of the four
other most highly compensated executive officers of the Company determined as at
the end of the last fiscal year whose total annual salary and bonus for such
fiscal year exceeded $100,000, and any ex-officers for whom disclosure under
this item (iii) would have been provided except for the fact that the individual
was not serving as executive officer at the end of such
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fiscal year, (iv) all persons known by the Company to be beneficial owners of
more than 5% of its Common Stock, and (v) all executive officers and directors
of the Company as a group.
- -------------------------------------------------------------------------------
Amount and Nature
Name and Address of Beneficial Owner of Beneficial Percent of
Ownership Class (1)
- -------------------------------------------------------------------------------
Yehoram Uziel 9,506,974 (2) 29%
19408 Londelius Street
Northridge, CA 91324
Charles W. Lewis 2,269,930 (2) 7%
19408 Londelius Street
Northridge, CA 91324
Dr. Mark W. Dowley 286,500 (3) 1%
3281 Scott Blvd.
Santa Clara, CA 95054
Kenneth T. Friedman 367,145 (4) 1%
23512 Malibu Colony Dr.
Malibu, CA 90265
Patrick J. Lavelle 21,500 (5) *
131 Bloor St. West, Suite 815
Toronto, Ontario, Canada M5S 1S3
Darryl J. Yea 725,200 (6) 2%
750 West Pender St., Suite 1600
Vancouver, B.C., Canada V6C 2T8
All executive officers and directors 13,387,249 (7) 40%
as a group (8 persons)
- -------------------------------------------------------------------------------
* Represents less than 1%
(1) Based on 32,599,115 total shares issued and outstanding plus options
and warrants exercisable within 60 days of the date of this Proxy
Statement by individual beneficial owner.
(2) On April 15, 1993, the Company merged with Soligen, Inc., a Delaware
Corporation ("Soligen"), in a reverse acquisition transaction (the
"Acquisition"). Pursuant to a share exchange agreement, the Company
acquired all of the issued and outstanding shares of Soligen in
consideration of the
7
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issuance of 13,000,000 shares of the Company's Common Stock to the
former shareholders of Soligen, consisting of 3,250,000 pooled shares
and 9,750,000 escrow shares allocated as follows:
- ----------------------------------------------------------------------------
Name of Recipient Pooled Shares Escrow Shares Total
- ----------------------------------------------------------------------------
Yehoram Uziel 1,923,821 5,771,464 7,695,285
Adam Cohen 596,196 1,788,589 2,384,785
Charles Lewis 567,483 1,702,447 2,269,930
MIT 162,500 487,500 650,000
--------- --------- ----------
Totals 3,250,000 9,750,000 13,000,000
--------- --------- ----------
--------- --------- ----------
- -----------------------------------------------------------------------------
The pooled shares are subject to the terms of a Pooling Agreement and
the escrow shares are held subject to the terms of an Escrow Agreement.
Under the terms of the pooling agreement, 20% of the pooled shares are
to be released pro rata amongst the pooling shareholders on April 14 of
each year, beginning in 1994 until all pooled shares have been released.
On March 17, 1996, Adam Cohen resigned as the Company's Vice-President
of Engineering. In connection with Mr. Cohen's resignation, the pooling
agreement was modified to permit the release of all pooled shares
beneficially owned by Mr. Cohen. Going forward, 20% of the pooled
shares are to be released pro rata amongst the remaining pooling
shareholders on April 14 of each year hereafter until all pooled shares
have been released. The pooling agreement does not restrict the voting
of the pooled shares in any manner.
The terms and conditions of the Escrow Agreement are prescribed by the
policies of the British Columbia Securities Commission and were issued
under its Local Policy 3-07. The escrow shares are held by the Company's
registrar and transfer agent pursuant to the terms of the Escrow
Agreement which permits the release of one escrow share for each $0.41
Cdn. in net "cash flow" (as defined in the Escrow Agreement) earned by
the Company during the period beginning November 1, 1993 and ending
October 31, 1998. Under the terms of the Escrow Agreement, if the
Company earns net "cumulative cash flow" (as defined in the Escrow
Agreement) of Cdn. $4,000,000 or approximately US $3,050,000 during
the five year earn out period, all of the escrow shares will be
released from escrow. Any shares not released from escrow at the end
of the five year period will be canceled.
The Escrow Agreement provides that the escrow shares will not be
traded in, dealt with in any manner whatsoever or released, nor may
the Company, its transfer agent or the escrow shareholder make any
transfer or record any trading in such shares without the consent of
the Vancouver Stock Exchange. In addition, the Escrow Agreement
provides that the escrow shares may not be voted on a resolution to
cancel any of the escrow shares. Subject to this exception, the
escrow shares have no voting restrictions. The Escrow Agreement also
provides that the escrow shares may not participate in the assets and
property of the Company on a winding up or dissolution of the Company.
8
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In connection with Mr. Cohen's resignation, the Vancouver Stock
Exchange consented to Yehoram Uziel's purchase of all of Mr. Cohen's
escrow shares, which purchase was consummated on May 30, 1996.
(3) Includes options to purchase 46,500 common shares which are
exercisable within 60 days from the date of this Proxy Statement.
(4) Includes options to purchase 94,500 common shares and warrants to
purchase 60,145 common shares which are exercisable within 60 days
from the adte of the Proxy Statement.
(5) Includes options to purchase 21,500 common shares which are
exercisable within 60 days from the date of this Proxy Statement.
(6) Includes options to purchase 170,000 common shares which are
exercisable within 60 days from the date of this Proxy Statement.
555,200 of the shares shown are owned by Chelsea Capital Corporation
("Chelsea"), a private British Columbia corporation which is owned
50% by Darryl J. Yea. 375,000 of these shares are held in escrow
subject to the terms of the Escrow Agreement. Mr. Yea is deemed to
have beneficial ownership of these shares by virtue of his ownership
position in Chelsea.
(7) Includes options to purchase 210,000 common shares which are
exercisable within 60 days from the date of this Proxy Statement.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 6, 1997, the Company entered into a consulting agreement with Kenneth T.
Friedman, a Director of the Company. Mr. Friedman (through Friedman
Enterprises) is retained to provide general consulting services and assist in
business strategies with the Company. As compensation for consulting services,
the Company agreed to immediately sell to Mr. Friedman, for an aggregate price
of ten dollars, warrants to acquire 500,000 shares of the Company's Common
Stock, with an exercise price of $0.75 per share, subject to the following
vesting schedule, and an expiration date for such warrants of December 31, 2006.
-----------------------------
Number of
Vesting Date Warrants
-----------------------------
December 31, 1997 200,000
December 31, 1998 150,000
December 31, 1999 100,000
December 31, 2000 50,000
9
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: The following exhibits are filed as part of this report:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Share Exchange Agreement and Amendments (1)
2.2 MIT Share Acquisition Agreement (1)
2.3 Escrow Agreement (1)
2.4 Pooling Agreement (1)
3.1 Articles of Incorporation of Soligen Technologies, Inc. (1)
3.2 Bylaws of Soligen Technologies, Inc. (1)
3.3 First Amendment to Bylaws (3)
4.1 Modification Agreement (Pooling) (6)
4.2 Subscription Agreement for Private Placement (5)
4.3 Subscription Agreement for Private Placement (5)
4.4 Subscription Agreement for Private Placement (2)
10.3 License Agreement and Amendments (1)
10.4 Amendment to License Agreement (4)
10.5 Consulting Agreement between the Registrant and Kenneth Friedman (7)
10.7 1993 Stock Option Plan (1)
11.1 Statement of Per Share Earnings (7)
21.1 Subsidiaries of the Registrant (6)
23. Consent of Independent Public Accountants
24.1 Power of Attorney of Dr. Mark W. Dowley (7)
24.2 Power of Attorney of Kenneth T. Friedman (7)
24.3 Power of Attorney of Patrick J. Lavelle (7)
24.4 Power of Attorney of Darryl J. Yea (7)
27. Financial Data Schedule (7)
(1) Incorporated by reference to the Registration Statement on Form 10-SB (Reg.
No. 1-12694) filed by the Company on December 20, 1993.
(2) 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.
(3) 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.
10
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(4) Incorporated by reference to Form 10-KSB filed by the Company on June 16,
1995.
(5) Incorporated by reference to Form 10-QSB filed by the Company on November
14, 1995.
(6) Incorporated by reference to Form 10-KSB filed by the Company on June 17,
1996.
(7) Incorporated by reference to Form 10-KSB filed by the Company on July 11,
1997.
11
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 11th day of August 1997.
SOLIGEN TECHNOLOGIES, INC.
(Registrant)
By: /s/Yehoram Uziel
-------------------------------
Yehoram Uziel, President, CEO,
Director and Chairman of the Board
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Yehoram Uziel President, CEO, Director and August 11, 1997
- ------------------------- Chairman of the Board
Yehoram Uziel (principal executive officer)
/s/ Robert Kassel Chief Financial Officer August 11, 1997
- ------------------------ (principal financial officer and
Robert Kassel principal accounting officer)
* /Dr. Mark W. Dowley Director August 11, 1997
- -----------------------
Dr. Mark W. Dowley
* /Kenneth T. Friedman Director August 11, 1997
- ------------------------
Kenneth T. Friedman
* /Patrick J. Lavelle Director August 11, 1997
- ------------------------
Patrick J. Lavelle
* /Darryl J. Yea Director August 11, 1997
- ------------------------
Darryl J. Yea
*By: /s/ Yehoram Uziel August 11, 1997
- -------------------------------
Yehoram Uziel, Attorney-in-Fact
</TABLE>
12
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 10-K, into the Company's previously filed
Registration Statements File Nos. 333-03692 and 33-97992.
ARTHUR ANDERSEN LLP
Los Angeles, California
July 14, 1997
