<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 1997
------------------
Commission File No. 0-23204
-------
VISTA 2000, INC.
----------------
(Exact name of registrant as specified in its charter)
Delaware 58-1972066
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
221 West First Street
Kewanee, Illinois 61443
------------------------
(Address of principal executive offices)
(309) 856-8068
--------------
(Issuer's telephone number)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for at least
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.
Class Outstanding at November 11, 1997
- ----- ---------------------------------
Common Stock, $.01 par value 44,076,371
<PAGE>
PART I.- FINANCIAL INFORMATION
Item 1. Financial Statements
2
<PAGE>
Vista 2000, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
ASSETS
SEPTEMBER 27,
1997 DECEMBER 28,
(UNAUDITED) 1996
------------- ------------
<S> <C> <C>
Current Assets
Cash and cash equivalents.......................................................... $ 2,125 $ 1,165
Accounts receivable, net of allowance for doubtful
accounts and returns of $561 and $1,405, respectively............................ 6,324 16,187
Inventories........................................................................ 15,003 25,157
Prepaid expenses................................................................... 35 1,564
Other current assets............................................................... 257 205
------- ---------
Total current assets............................................................. 23,744 44,278
------- ---------
Property and Equipment, at cost...................................................... 5,013 18,298
Less: accumulated depreciation..................................................... 555 2,371
------- ---------
Net property and equipment....................................................... 4,458 15,927
------- ---------
Other Assets......................................................................... 2,619 1,566
------- ---------
$ 30,821 $ 61,771
------- ---------
------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Note payable....................................................................... $ -- $ 908
Current portion of long-term debt.................................................. 262 383
Accounts payable................................................................... 1,337 5,209
Accrued payroll and related expenses............................................... 1,640 3,596
Accrued liabilities................................................................ 1,390 3,595
------- ---------
Total current liabilities........................................................ 4,629 13,691
------- ---------
Long-term debt, net of current portion............................................... 5,203 23,919
Commitments and Contingencies
Stockholders' Equity
Preferred stock $1 par value, 500,000 shares authorized,
0 and 4,220 shares issued and outstanding, respectively.......................... 0 3,985
Common stock, $.01 par value, authorized 50,000,000 shares,
issued and outstanding, 44,417,712 and 18,074,120, respectively.................. 444 181
Additional paid-in capital......................................................... 67,099 62,108
Accumulated deficit................................................................ (44,769) (40,340)
Currency translation............................................................... (35) (23)
------- ---------
22,739 25,911
------- ---------
Less: treasury shares and warrants--at cost........................................ 1,750 1,750
------- ---------
Total Stockholders' equity..................................................... 20,989 24,161
------- ---------
................................................................................... $ 30,821 $ 61,771
------- ---------
------- ---------
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
VISTA 2000, INC. AND SUBSIDIARIES
CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
QUARTER ENDED QUARTER ENDED ENDED ENDED
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Sales................................... $ 16,101 $ 27,219 $ 63,392 $ 82,491
Cost of Sales............................... 11,857 19,545 45,978 61,438
----------- ----------- ----------- -------------
Gross profit (loss)......................... 4,244 7,674 17,414 21,053
Operating expenses.......................... 4,807 8,265 17,366 27,965
----------- ----------- ----------- -------------
(563) (591) 48 (6,912)
Gain (loss) on sale of operating assets.... (1,521) (9,463) (2,876) (8,997)
----------- ----------- ----------- -------------
Operating profit (loss).................... (2,084) (10,054) (2,828) (15,909)
Other income and (expense)
Interest................................. (355) (494) (1,466) (1,477)
Other.................................... (106) (63) (126) 107
----------- ----------- ----------- -------------
Income (loss) before income tax............ (2,545) (10,611) (4,420) (17,279)
Income tax (expense) benefit.............. 17 (10)
----------- ----------- ----------- -------------
Net income (loss).......................... $ (2,528) $ (10,611) $ (4,430) (17,279)
----------- ----------- ----------- -------------
----------- ----------- ----------- -------------
Weighted average shares outstanding........ 40,250,643 17,953,870 28,303,647 $ 15,869,245
Profit (loss) per common share:
Net profit (loss)......................... $ (0.06) $ (0.59) $ (0.16) $ (1.09)
----------- ----------- ----------- -------------
----------- ----------- ----------- -------------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
Vista 2000, Inc. and Subsidiaries
Consolidated Unaudited Statement of Stockholders' Equity (Deficit)
Nine Months ended September 27, 1997
(Dollars and share amounts in thousands)
<TABLE>
<CAPTION>
PREFERRED STOCK
----------------------
SERIES A SERIES C SERIES D COMMON STOCK TREASURY STOCK
-------------------- ---------------------- ---------------------- ---------------------- AND WARRANTS
SHARES DOLLARS SHARES DOLLARS SHARES DOLLARS SHARES DOLLARS SHARES DOLLARS
--------- --------- ----------- --------- ----------- --------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December
28, 1996.. 1 $ 122 -- $ 1,098 3 $ 2,765 18,074 $ 181 (341.0) $ (1,750)
Common stock
issued in
settlement
of Class
Action.... 14,226 142
Exercise of
common
stock
options... 3,225 32
Conversion
of
preferred
stock..... (1) (122) -- (1,098) (3) (2,425) 3,095 31
Repurchase
of
preferred
stock..... (340)
Release of
claims
preferred
stock
holders... 5,795 58
Exchange of
common
shares of
subsidiary.. 3
Foreign
currency
translation
adjustment..
Net (Loss)..
--------- --------- --- --------- --------- --------- ----- --------- ---------
Balance at
September
27, 1997.. -- $ -- -- $ -- -- $ -- 44,418 $ 444 (341) $ (1,750)
--------- --------- --- --------- --------- --------- ----- --------- ---------
--------- --------- --- --------- --------- --------- ----- --------- ---------
<CAPTION>
TOTAL
ADDITIONAL CUMULATIVE STOCKHOLDERS'
PAID-IN ACCUMULATED TRANSLATION EQUITY
CAPITAL (DEFICIT) ADJUSTMENT (DEFICIT)
----------- ------------ ------------- --------------
<S> <C> <C> <C> <C>
Balance at
December
28, 1996.. $ 62,108 $ (40,340) $ (23) $ 24,161
Common stock
issued in
settlement
of Class
Action.... 747 889
Exercise of
common
stock
options... 64 96
Conversion
of
preferred
stock..... 3,628 14
Repurchase
of
preferred
stock..... 247 (93)
Release of
claims
preferred
stock
holders... 305 363
Exchange of
common
shares of
subsidiary.. --
Foreign
currency
translation
adjustment.. (12) (12)
Net (Loss).. (4,429) (4,429)
----------- ------------ --- -------
Balance at
September
27, 1997.. $ 67,099 $ (44,769) $ (35) $ 20,989
----------- ------------ --- -------
----------- ------------ --- -------
</TABLE>
5
5
<PAGE>
VISTA 2000, INC. AND SUBSIDIARIES
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
QUARTER ENDED QUARTER ENDED
SEPTEMBER 27, SEPTEMBER 28, NINE MONTHS ENDED NINE MONTHS ENDED
1997 1996 SEPTEMBER 27, 1997 SEPTEMBER 28, 1996
------------- ------------- ------------------ ------------------
<S> <C> <C> <C> <C>
CASH FLOWS USED BY OPERATING ACTIVITIES:
Net loss................................ $(2,528) $(10,611) $(4,430) $(17,279)
Adjustments to reconcile net loss to
net cash used by operations:
Depreciation and amortization........... 390 469 1,479 1,632
(Gain) Loss on disposal of property
and equipment......................... 1,521 9,426 2,876 8,941
Stock based compensation expense........ 35 53 1,636
(Increase) decrease in operating assets:
Accounts receivable................. ($1,326) (1,839) 1,089 ($206)
Inventories......................... 173 24 ($1,376) ($6,709)
Prepaid expenses and other current
assets............................ 600 (13) 815 ($589)
Deferred charges and other assets... ($1,196) ($1,200) 146
Increase (decrease) in operating
liabilities:
Accounts Payable.................... ($47) 239 ($741) ($2,270)
Accrued liabilities................. 286 (335) ($2,556) ($2,400)
------------- ------------- -------- --------
Net cash used by operating
activities....................... ($2,127) ($2,605) ($3,991) ($17,098)
------------- ------------- -------- --------
CASH FLOWS USED BY INVESTING ACTIVITIES:
Purchases of property and equipment..... ($175) (327) ($3,099) ($3,942)
Deposit on real property under contract
for purchase........................... ($2,845)
------------- ------------- -------- --------
Net cash used by investing activities..... ($175) ($327) ($3,099) ($6,787)
------------- ------------- -------- --------
CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES:
Net proceeds (payments) from short-term
borrowings............................. 188 150 ($612)
Net proceeds (payments) from long-term
debt................................... ($20,962) 716 ($ 19,921) 257
Net proceeds from sale of property and
equipment.............................. 24,804 1,800 26,854 2,735
Proceeds from issuance of common stock,
net of issue costs..................... -- 889 1,800
Proceeds from issuance of preferred
stock, net of issue costs............. -- 19,400
Proceeds from exercise of stock options
and warrants........................... 97 -- 177 1,038
Purchase of treasury stock.............. (93) (93) ($601)
------------- ------------- -------- --------
Net cash provided by financing
activities......................... 3,846 2,704 8,056 24,017
------------- ------------- -------- --------
Effect of exchange rates on cash and cash
equivalents............................. 3 1 ($6) 0
------------- ------------- -------- --------
Net increase (decrease) in cash during
period.................................. 1,547 ($227) 960 132
Cash and cash equivalents at the beginning
of the period........................... 578 1,230 1,165 871
------------- ------------- -------- --------
Cash and cash equivalents at the end of
the period.............................. $2,125 $1,003 $2,125 $1,003
------------- ------------- -------- --------
------------- ------------- -------- --------
SUPPLEMENTAL DISCLOSURE:
Interest paid........................... $412 $494 $1,851 $1,477
NONCASH INVESTING AND FINANCING ACTIVITIES:
Conversion of debt to common stock...... $ -- $ --
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
Vista 2000, Inc. And Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 27, 1997
(1) Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements as of September 27, 1997
and for the nine months then ended include the accounts of Vista 2000, Inc.
(Vista) and its wholly-owned subsidiaries, American Consumer Products, Inc.
(ACPI), Alabaster Industries, Inc. (Alabaster), Family Safety Products, Inc.
(FSPI) and Intelock Technologies, Inc. (Intelock). The operating results of
Alabaster and Intelock for the period ending September 27, 1997, include their
results through the date of their sale during 1997. The accompanying
consolidated financial statements as of September 28, 1996 and for the nine
months then ended include the accounts of Vista, ACPI, Alabaster, FSPI and
Intelock.
Net Loss Per Common Share
Net loss per common share has been calculated using the weighted average
number of shares of common stock outstanding during each period. Fully diluted
net income per common share is not disclosed because the effect of the exchange
or exercise of common stock equivalents would be antidilutive, due to the
Company's net loss being spread over a greater number of shares.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Unaudited Interim Financial Information
The interim financial information as of and for the nine months ended
September 27, 1997 is unaudited and reflects all adjustments (consisting of
normal recurring adjustments) which are, in the opinion of management, necessary
for a fair statement of the results for the interim periods presented. The
results for these interim periods are not necessarily indicative of the results
of a full year.
(2) Inventories
Inventories consist of the following at September 27, 1997:
Raw materials $ 1,789,000
Work-in-process 403,000
Finished goods 13,470,000
Reserve for obsolescence (659,000)
-----------
$15,003,000
-----------
-----------
7
<PAGE>
(3) Stockholder's Equity
The Company has adopted stock option plans providing for the issuance of
options covering up to 8,000,000 shares of common stock to be issued to
officers, directors, employees or consultants to the Company. Various vesting
conditions apply to these options. For options granted at strike prices less
than the fair market value of the underlying shares on the date of the grant,
the difference in value is recognized as compensation expense over the
applicable vesting periods.
Stock Options
Stock option transactions during the nine months ended September 27, 1997
are summarized as follows:
Outstanding at December 28, 1996 118,550
Granted 7,810,000
Exercised (3,225,000)
Canceled (0)
-----------
Outstanding at September 27, 1997 4,703,550
-----------
-----------
Series Convertible Preferred Stock
The Company has designated 142,000 of its 500,000 authorized preferred
shares as follows:
Shares Shares Liquidation Preference
Authorized Outstanding per share
---------- ----------- ---------
Series A 100,000 0 $100
Series B 20,000 0 $1,000
Series C 2,000 0 $10,000
Series D 20,000 0 $1,000
The remaining 358,000 authorized preferred shares have not been designated
as a series. The preferred stock is recorded net of issuance costs.
During the quarter ended September 27, 1997 all of the previously
outstanding preferred shares were converted to the Company's common stock or
repurchased for cash by the Company. A total of 3,094,769 shares of the
Company's common stock were issued in conversion of 3,870 shares of the
Company's preferred stock. Included in these common shares are 147,059 common
shares issued in an automatic conversion per the terms of the respective
preferred stock agreement. Additionally, the company purchased for $93,333 in
cash, a total of 350 shares of its Series D preferred stock directly from the
security owner.
Common Stock
The total number of authorized shares of the Company's common stock was
50,000,000
8
<PAGE>
(3) Stockholder's Equity-(continued)
on November 11, 1997. At that time, there were 44,076,371 shares of the
Company's common stock issued and outstanding. The following schedule projects
the effect on outstanding common shares of an assumed exercise of outstanding
common stock options:
Common Stock Issued 44,417,712
Less Treasury Shares (341,341)
Stock Options Outstanding 4,703,550
----------
48,779,921 (1)
----------
----------
(1) This total does not include the effect of the exercise of outstanding
common stock warrants which have exercise prices ranging from $2.00 to
$12.00 per common share with varying expiration dates up to November 2000.
(4) Related Party Transactions
During the nine months ended September 27, 1997, the Company paid a
turnaround management company, S. Gidumal & Company, Inc., and its affiliate
Strategic Turnarounds & Investment Corp. (collectively "STIC"), approximately
$983,000 as compensation for services rendered. STIC was involved in many
activities including assisting in negotiating the refinancing of the ACPI
revolving line of credit and assisting in negotiating the sale of certain
assets of ACPI (see Part II, Item 5.). Mr. Shyam Gidumal, a principal of STIC
(and a member of the board of directors of ACPI), exercised common stock
options (which options had been granted and vested on December 31, 1996) and
acquired 1,200,000 shares of the common stock of the Company at an exercise
price of $.03 per share. This leaves Mr. Gidumal with 1,200,000 remaining
options which will vest on December 31, 1997. STIC's services continue to be
engaged in 1997 and are compensated on a basis that has been developed by the
Company's Board of Directors. On October 23, 1997, through a unanimous vote
of the members of the Company's Board of Directors, Mr. Gidumal was elected
President of Vista and also a member of the Board, effective November 1,
1997. As designated by the Board, Mr. Gidumal's position as President will
not require his full-time services to the Company, nor will Mr. Gidumal
dedicate his full-time services to the Company.
On April 15, 1997, employment agreements with two officers of ACPI were
replaced with severance agreements. The severance agreements provide for
minimum annual payments of $169,000 each through 1997. The severance agreements
also provide for additional aggregate payments of up to $400,000 based upon the
occurrence of certain events, as defined in the agreements. Under the terms of
these agreements these officers were paid $45,000 each for their assistance in
closing the sale of the ACPI assets, which sale closed on August 25, 1997.
During the quarter ended September 27, 1997, Vista's Chairman of the Board,
G. Louis Graziadio III was paid $300,000 as compensation for his various
services including assisting in negotiating the refinancing of the ACPI
revolving line of credit and assisting in negotiating the sale of certain assets
of ACPI.
9
<PAGE>
Vista 2000, Inc. And Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 27, 1997
(5) Sale of Assets of ACPI
On August 25, 1997, the Company completed the sale of certain assets of
ACPI to Axxess Technologies, Inc. (the "Purchaser"). These assets comprised
primarily ACPI's key, key manufacturing, letters, numbers and signs
manufacturing, real estate and related businesses. The Company retained Boss
Manufacturing, Inc., Boss Balloon, Inc., Boss Real Estate, Inc. and the ACPI
Warren Pet Division. The business assets being sold accounted for approximately
$57,000,000 of the Company's consolidated sales for the year ended December 28,
1996. Based on a preliminary purchase price, which is subject to adjustment
based on final agreement of asset values between the Company and the Purchaser,
the Company recognized a loss of approximately ($1,588,000) on the sale, after
accounting for legal expenses, other transaction expenses and a reserve
established pending final agreement on asset values.
Consideration for the sale consisted of cash of approximately $24,800,000
and the assumption of approximately $3,600,000 of liabilities by the Purchaser.
Except for approximately $3,000,000 of cash, which was retained by the Company
to pay, among other things, closing costs and other expenses associated with the
transaction, the balance of the cash proceeds were used to retire debt,
including a payment of approximately $18,600,000 against ACPI's revolving line
of credit. Immediately after this payment the ACPI revolving line of credit had
an outstanding balance of approximately $3,400,000. As a result of this sale of
ACPI's assets, including inventory and accounts receivable, which comprised a
significant portion of the revolving line of credit borrowing base, ACPI's
borrowing limit was reduced from $30,000,000 to $10,000,000.
10
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
All statements, other than statements of historical fact, included in this
Quarterly Report including, without limitation, the statements under "
"Management" Discussion and Analysis of Financial Condition and Results of
Operations" are, or may be deemed to be, forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934. Important
factors that could cause actual results to differ materially from those
discussed in such forward-looking statements ("Cautionary Statements") include:
the general strength or weakness of the consumer products industry and the
pricing policies of competitors. All subsequent written and oral
forward-looking statements attributable to Vista or persons acting on the behalf
of Vista are expressly qualified in their entirety by such Cautionary
Statements.
Sales and Cost of Sales
Total revenues for the nine months ended September 27, 1997 were
$63,392,000 versus $82,491,000 for the nine months ended September 28, 1996.
The decrease in sales is substantially attributable to the sale of FSPI on
August 23, 1996, the sale of Alabaster on June 19, 1997, a decrease in sales in
ACPI's key manufacturing operations due to loss of business to a competitor and
the sale of ACPI's key, key manufacturing, letters, numbers and signs
manufacturing, real estate and related businesses on August 25, 1997. Cost of
sales for the nine months ended September 27, 1997 were $45,978,000 compared to
a cost of sales in the corresponding 1996 period of $61,438,000. Gross margin
for the nine months ended September 27, 1997 was approximately 27% compared to
26% for the nine months ended September 28, 1996 . The increase in gross margin
percentage is attributable to the sale, in August 1996, of FSPI, whose cost of
sales exceeded its sales for the nine months ended September 28, 1996.
Operating expenses
Operating expenses (selling, general and administrative expenses) totaled
$17,366,000 for the nine months ended September 27, 1997, as compared to
$27,965,000 for the corresponding period of 1996. The decrease is substantially
attributable to reductions of staff, legal and auditing expenses at the
Company's corporate headquarters, the ceasing of operations of FSPI during the
third quarter of 1996, the sale of Alabaster and the sale of ACPI assets.
Additionally, the 1996 period included expenses of approximately $2,366,000
related to stock options and the write off of a note receivable from a former
officer of the Company.
Liquidity and Capital Resources
As of September 27, 1997 the Company had approximately $19,115,000 of
working capital, including approximately $2,125,000 in cash. Under the terms
of its $10,000,000 revolving line of credit, the company had drawn
approximately $4,421,000 plus had an additional $3,000,000 of availability
temporarily restricted to secure letters of credit issued in connection with
the sale of ACPI assets. This left approximately $2,579,000 available to be
drawn, if required. Subsequent to September 27, 1997, a $1,000,000 of
letters of credit expired unused, thereby reducing the line of credit
restriction from $3,000,000 to $2,250,000.
11
<PAGE>
Liquidity and Capital Resources-(continued)
Regarding the Company's use of its federal income tax loss carryforwards,
the Company has experienced a change in control, as defined under Section 382 of
the Internal Revenue Service Code, during 1995 and 1996. Additionally, the
Company believes that another change in control occurred in May 1997 upon
issuance of approximately 14,226,000 shares of its common stock in settlement of
the Class Action shareholder lawsuit. As a result, the utilization of a
significant portion of the tax loss carryforwards will be limited on an annual
basis and could expire unused.
12
<PAGE>
PART II. --OTHER INFORMATION
Item 1. Legal Proceedings
The corporation is involved in various lawsuits in the ordinary course of
business. These lawsuits primarily involve claims for damages arising out of
commercial disputes.
In July 1996, the Company commenced a legal action against Richard P.
Smyth, a former officer and director. The action alleged that Mr. Smyth
committed fraudulent and unlawful acts resulting in substantial harm to the
Company and its shareholders. The Company continues to pursue this action;
however, management and legal counsel are unable to determine the possible
outcome of this matter at this time.
The Company has been notified by the Securities and Exchange Commission
("SEC") that it has commenced a formal private investigation of the Company. The
Company intends to cooperate with the SEC in this matter. The Company cannot
predict the eventual outcome of this investigation. Independently, the Company
through its Audit Committee has conducted an internal investigation of the facts
and circumstances surrounding the investigation.
Item 2. Changes in Securities
There have been no material modifications in the instruments defining the
rights of shareholders. None of the rights evidenced by the shares of the
Company's common stock have been materially limited or qualified by the issuance
or modification of any other class of securities.
Item 3. Defaults Upon Senior Securities
There have been no material defaults in the payment of principal, interest,
sinking fund installment or any other material default not cured within 30 days,
with respect to any indebtedness of the Company exceeding five percent (5%) of
the total assets of the Company.
Item 4. Submission of Matters to a Vote of Security holders
During the period covered by this report, no matters were submitted to the
vote of the Security holders of the Company.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) See Index to Exhibits
(b) For the three months ended September 27, 1997, the Company filed a form
8-K disclosing the terms of the sale of certain assets of its ACPI
subsidiary, which were sold on August 25, 1997.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VISTA 2000, INC.
Dated: November 14, 1997 By: /s/ G. Louis Graziadio, III
----------------------------
G. Louis Graziadio, III
Chief Executive Officer (principal
executive officer)
Dated: November 14, 1997 By: /s/ Larry C. Cobb
----------------------------
Larry C. Cobb
Interim Chief Financial Officer
(principal financial officer)
14
<PAGE>
INDEX TO EXHIBITS
(2) Plan of Acquisition, Reorganization, Arrangements, Liquidation or
Succession.
Not applicable.
(3) (i) Articles of Incorporation
3.1(a) Certificate of Incorporation (Exhibit 3.1)
(ii) By-Laws
3.2(a) By-Laws (Exhibit 3.2)
(4) Instruments defining rights of security holders, including indentures
4.1(c) Specimen of Common Stock Certificate (Exhibit 4.1)
4.2(a) Form of Warrant Agreement covering Series A Warrants (Exhibit 4.2)
4.3(c) Specimen of Series A Warrant (Exhibit 4.3)
4.4(b) Form of Preferred Stock Certificate covering Series A Preferred Stock
(Exhibit 4.1)
4.5(b) Form of Preferred Stock Certificate covering Series B Preferred Stock
(Exhibit 4.2)
4.6(b) Form of Preferred Stock Subscription Agreement covering Series B
Preferred Stock (Exhibit 4.3)
4.7(b) Form of Preferred Stock Certificate covering Series C Preferred Stock
(Exhibit 4.4)
4.8(b) Form of Preferred Stock Certificate covering Series D Preferred Stock
(Exhibit 4.5)
4.9(b) Form of Preferred Stock Subscription Agreement covering Series D
Preferred Stock (Exhibit 4.6)
(10) Material Contracts
10.1(a) Lease Agreement, dated January 5, 1993 between Roswell Business
Centers Associates, LP and the Company as amended. (Exhibit 10.1)
10.2(a) Patent Rights Purchase Agreement, dated October 1, 1993 between Blue
Ridge Ventures, Inc. and the Company. (Exhibit 10.2)
10.3(a) 1993 Incentive Stock Option Plan (Exhibit 10.4)
<PAGE>
10.4(b) 1993 Non-Employee Director Stock Option Plan, as amended. (Exhibit
10.2)
10.5(a) Form of Series 1992B 15% Subordinated Debenture, as amended. (Exhibit
10.8)
10.6(a) Form of 1992B Warrant to Purchase Common Stock. (Exhibit 10.9)
10.7(a) Form of Series 1993A 15% Subordinated Convertible Debenture. (Exhibit
10.10)
10.8(a) Form of 1993A Warrant to Purchase Common Stock. (Exhibit 10.11)
10.9(d) Form of Employment Agreement to be entered into between the Company
and Robert M. Fuller, Richard P. Smyth and Norman W. Wicks,
respectively. (Exhibit 10.12)
10.10(a) Nonstatutory Stock Option Agreement dated December 1, 1993 between
Robert M. Fuller and the Company. (Exhibit 10.27)
10.11(a) Nonstatutory Stock Option Agreement dated December 1, 1993 between
Richard P. Smyth and the Company. (Exhibit 10.28)
10.12(a) Nonstatutory Stock Option Agreement dated December 1, 1993 between
Norman W. Wicks and the Company. (Exhibit 10.29)
10.13(b) Prospectus for the Company's 1993 Incentive Stock Option Plan and 1993
Non-Employee Director Stock Option Plan. (Exhibit 10.1)
10.14(b) First Amendment to the Company's 1993 Incentive Stock Option Plan.
(Exhibit 10.1)
10.15(b) Employment Agreement between the Company and Arnold E. Johns, Jr.
(Exhibit 10.4)
10.16(b) Employment Agreement between the Company's subsidiary, American
Consumer Products, Inc., and Richard Bern. (Exhibit 10.5)
10.17(b) Employment Agreement between the Company's subsidiary, Alabaster
Industries, Inc., and Daniel A. Norris. (Exhibit 10.6)
10.18(b) Employment Agreement between the Company's subsidiary, American
Consumer Products, Inc., and Stephen W. Cole. (Exhibit 10.7)
10.19(f) Employment Agreement between the Company and Robert E. Altenbach.
(Exhibit 10.19)
10.20(g) Asset Purchase Agreement between Vista 2000, Inc., Family Safety
Products, Inc. and Therm Acquisition, Inc. dated August 23, 1996.
(Exhibit 10.20)
<PAGE>
10.21(g) Loan and Security Agreement between Alabaster Industries, Inc. and
Century Business Credit Corporation dated September 20, 1996. (Exhibit
10.21)
10.22(j) Loan and Security Agreement between American Consumer Products, Inc.,
Products Merchandisers, Inc., Boss Manufacturing Company andn Fleet
Capital Corporation dated May 7, 1997 (Exhibit 10.22).
10.23(h) Stock Purchase Agreement between Vista 2000, Inc. and W. R. Hill &
Co., Inc. dated May 12, 1997 (Exhibit 2.1)
10.23(i) Asset Purchase Agreement between Vista 2000, Inc. and Axxess
Technologies, Inc. dated June 30, 1997 (Exhibit 2.1)
(11) Statement re Computation of Per Share Earnings
11.1 Statement re computation of per share earnings is included herein as
Exhibit 11.1 of this Report.
(15) Letter re Unaudited Interim Financial Information
Incorporated by reference, see Page 7 of this Form 10-Q for the
Quarter ended September 27, 1997.
(18) Letter re Change in Accounting Principles
Not applicable.
(19) Report Furnished to Security Holders
Not applicable.
(21) Subsidiaries of the Registrant
21.1(e) Subsidiaries of the Registrant. (Exhibit 21.1)
(23) Consents of Experts and Counsel
Not applicable.
(24) Power of Attorney
Not applicable.
(27) Financial Data Schedule (Filed only by Electronic Filers)
27.1 Financial Data Schedule is included as Exhibit 27.1 of this Report
(99) Additional Exhibits
None.
<PAGE>
- --------------
(a) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Registration Statement on Form SB-2 (Registration No.
33-73118-A). The exhibit number contained in parenthesis refers to the
exhibit number in such Registration Statement.
(b) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Current Report on Form 8-K dated June 29, 1996. The
exhibit number contained in parenthesis refers to the Exhibit number in
such Form 8-K.
(c) Exhibit previously filed as part of and is incorporated by reference to
Amendment No. 2 to the Company's Registration Statement on Form SC-2
(Registration No. 33-73118-A). The exhibit number contained in parenthesis
refers to the exhibit numbers in such Registration Statement.
(d) Exhibit previously filed as part of and is incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form SC-2
(Registration No. 33-73118-A). The exhibit number contained in parenthesis
refers to the exhibit numbers in such Registration Statement.
(e) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Current Report on Form 10-K for the fiscal year ended
December 30, 1995. The exhibit number contained in parenthesis refers to
the Exhibit number in such Form 10-K.
(f) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Current Report on Form 10-Q for the quarter ended March
30, 1996. The exhibit number contained in parenthesis refers to the
Exhibit number in such Form 10-Q.
(g) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Current Report on Form 10-Q for the quarter ended
September 28, 1996. The exhibit number contained in parenthesis refers to
the Exhibit number in such Form 10-Q.
(h) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Current Report on Form 8-K dated June 19, 1997. The
exhibit number contained in parenthesis refers to the Exhibit number in
such Form 8-K.
(i) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Current Report on Form 8-K dated August 25, 1997. The
exhibit number contained in parenthesis refers to the Exhibit number in
such Form 8-K.
(j) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Current Report on Form 10-Q for the quarter ended June 28,
1997. The exhibit number contained in parenthesis refers to the Exhibit
number in such Form 10-Q.
<PAGE>
Exhibit 11.1
<TABLE>
<CAPTION>
COMMON STOCK
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PREFERRED TOTAL LESS
STOCK TOTAL TREASURY TREASURY WEIGHTED AVERAGE SHARES
-------------- ------------- ---------- ----------------- -----------------------
Shares outstanding at
December 28, 1996...... 4,220 18,074,120 (341,341) 17,732,779 17,732,779
Treasury shares
purchased.............. 0
Exercise of warrants..... 0
Exercise of stock
options................ 3,225,000 3,225,000 1,226,923
Preferred stock sold..... 0
Preferred stock converted
to common.............. (3,870) 3,094,769 3,094,769 290,430
Preferred stock
purchased.............. (350) 0
Common stock sold........ 0
Common stock issued to
settle Class Action.... 14,226,111 14,226,111 7,503,883
Common stock issued to
settle preferred stock
claims................. 5,794,800 5,794,800 1,549,525
Common stock exchanged
for ACPI shares........ 2,912 2,912 107
-------------- ------------- ---------- ----------------- -----------
Shares outstanding at
September 27, 1997..... 0 44,417,712 (341,341) 44,076,371 28,303,647
-------------- ------------- ---------- ----------------- -----------
-------------- ------------- ---------- ----------------- -----------
Net (Loss)............... $(4,430,000)
Weighted average
shares................. 28,303,647
(Loss) per share......... $(0.16)
-----------
-----------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 27, 1997 UNAUDITED FINANCIAL STATEMENTS OF VISTA 2000, INC., AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS IN FORM 10-Q
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 27, 1997.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> SEP-27-1997 SEP-27-1997
<PERIOD-START> JUN-29-1997 DEC-29-1996
<PERIOD-END> SEP-27-1997 SEP-27-1997
<CASH> 2,125,000 2,125,000
<SECURITIES> 0 0
<RECEIVABLES> 6,885,000 6,885,000
<ALLOWANCES> 561,000 561,000
<INVENTORY> 15,003,000 15,003,000
<CURRENT-ASSETS> 23,744,000 23,744,000
<PP&E> 5,013,000 5,013,000
<DEPRECIATION> 555,000 555,000
<TOTAL-ASSETS> 30,821,000 30,821,000
<CURRENT-LIABILITIES> 4,629,000 4,629,000
<BONDS> 0 0
0 0
0 0
<COMMON> 444,000 444,000
<OTHER-SE> 20,545,000 20,545,000
<TOTAL-LIABILITY-AND-EQUITY> 30,821,000 30,821,000
<SALES> 16,101,000 63,392,000
<TOTAL-REVENUES> 16,101,000 63,392,000
<CGS> 11,857,000 45,978,000
<TOTAL-COSTS> 4,807,000 17,366,000
<OTHER-EXPENSES> 1,627,000 3,002,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 355,000 1,466,000
<INCOME-PRETAX> (2,545,000) (4,420,000)
<INCOME-TAX> 17,000 (10,000)
<INCOME-CONTINUING> (2,528,000) (4,430,000)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,528,000) (4,430,000)
<EPS-PRIMARY> (0.06) (0.06)
<EPS-DILUTED> 0 0<F1>
<FN>
<F1>NOT DISPLAYED SINCE CALCULATION WOULD BE ANTI-DILUTIVE.
</FN>
</TABLE>
