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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
Commission File No. 0-28604
ELECTROSCOPE, INC.
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(Exact name of Issuer as specified in its charter)
Colorado 84-1162056
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(State or other jurisdiction of (I.R.S. Identification Number)
incorporation or organization)
4828 Sterling Drive, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (303) 444-2600
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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Check whether the Issuer (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 Issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
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Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (Section 229.405 of this chapter) in this form, and no disclosure
will be contained, to the best of Issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The Issuer had total revenues of $1,315,915 for its fiscal year ended March
31, 1998.
As of June 8, 1998 assuming as a market value the price of $1.25 per share (the
last sales price of the Issuer's Common Stock on the NASDAQ market) the
aggregate market value of shares held by non-affiliates was $3,131,069.
As of June 8, 1998 the Issuer has outstanding 5,383,507 shares of Common Stock,
no par value.
Documents Incorporated by Reference: Definitive Proxy Statement for the 1998
Annual Shareholders' meeting to be filed with the Commission and incorporated by
reference as described in Part III and certain exhibits contained in
Registration Statement #333-4118-D declared effective with the SEC on June 25,
1996. The 1998 Proxy Statement will be filed within 120 days after the end of
the fiscal year ended March 31, 1998.
This Form 10-K consists of 38 pages.
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been no disagreements between the Company and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure since the Company's inception.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Information in response to this item is incorporated by reference from the
Registrant's Definitive Proxy Statement to be filed within 120 days after the
close of the Registrant's fiscal year.
ITEM 10. EXECUTIVE COMPENSATION.
Information in response to this item is incorporated by reference from the
Registrant's Definitive Proxy Statement to be filed within 120 days after the
close of the Registrant's fiscal year.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information in response to this item is incorporated by reference from the
Registrant's Definitive Proxy Statement to be filed within 120 days after the
close of the Registrant's fiscal year.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information in response to this item is incorporated by reference from the
Registrant's Definitive Proxy Statement to be filed within 120 days after the
close of the Registrant's fiscal year.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits - The following exhibits are attached to this report on Form
10KSB or are incorporated by reference:
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3.1 Articles of Incorporation of the Company, as amended (Incorporated by
reference from Registration Statement #333-4118-D dated June 25, 1996.)
3.2 Bylaws of the Company. (Incorporated by reference from Registration
Statement #333-4118-D dated June 25, 1996)
4.1 Form of certificate for shares of Common Stock. (Incorporated by
reference from Registration Statement #333-4118-D dated June 25, 1996)
10.1 Distribution Agreement dated September 8, 1995 between Electroscope, Inc.
and Valleylab Inc. (Incorporated by reference from Registration Statement
#333-4118-D dated June 25, 1996)
10.2 Lease Agreement dated September 11, 1995 between Electroscope, Inc. and
Sterling Partnership.(Incorporated by reference from Registration
Statement #333-4118-D dated June 25, 1996)
10.3 Electroscope, Inc. Stock Option Plan, as amended. (Incorporated by
reference from Registration Statement #333-4118-D dated June 25, 1996).
10.4 Electroscope, Inc. 1997 Stock Option Plan. (Incorporated by reference
from Proxy Statement dated July 15, 1997.
10.5 Employment Agreement dated May 5, 1997, with Patrick F. Crane. (Filed as
Exhibit 10.4 to Form 10-KSB for the year ended March 31, 1997, and
incorporated herein by reference).
27.1 Financial Data Schedule
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SIGNATURES
In accordance with the Exchange Act, the registrant caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 7, 1998. ELECTROSCOPE, INC.
By:/s/ Patrick F. Crane
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Patrick F. Crane
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Patrick F. Crane
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Patrick F. Crane Chief Executive Officer (Principal
Executive Officer) and Director August 7, 1998
/s/ Karl Hawkins
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Karl Hawkins Chief Financial Officer (Principal August 7, 1998
Financial and Accounting Officer)
/s/ Vern D. Kornelsen Director August 7, 1998
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Vern D. Kornelsen
/s/ David W. Newton Vice President, Research and Develop- August 7, 1998
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David W. Newton
/s/ Roger C. Odell Director August 7, 1998
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Roger C. Odell
/s/ Donald R. Temple Director August 7, 1998
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Donald R. Temple, M.D.
/s/ Joe W. Tippett Director August 7, 1998
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Joe W. Tippett, M.D.
/s/ Robert D. Tucker Director August 7, 1998
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Robert D. Tucker, M.D.
/s/ C. Randle Voyles Director August 7, 1998
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C. Randle Voyles, M.D.
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<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ELECTROSCOPE, INC. BALANCE SHEET AS OF MARCH 31, 1998 AND THE STATEMENTS
OF OPERATIONS AND CASH FLOWS FOR THE FISCAL YEAR ENDED MARCH 31, 1998 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 2,525,026
<SECURITIES> 3,674,729
<RECEIVABLES> 328,650
<ALLOWANCES> 7,500
<INVENTORY> 543,006
<CURRENT-ASSETS> 7,127,170
<PP&E> 621,607
<DEPRECIATION> (380,659)
<TOTAL-ASSETS> 7,566,022
<CURRENT-LIABILITIES> 452,951
<BONDS> 0
0
0
<COMMON> 16,941,317
<OTHER-SE> 290,400
<TOTAL-LIABILITY-AND-EQUITY> 7,566,022
<SALES> 1,315,915
<TOTAL-REVENUES> 1,315,915
<CGS> 1,218,342
<TOTAL-COSTS> 3,687,676
<OTHER-EXPENSES> (395,371)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,194,732)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,194,732)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,194,732)
<EPS-PRIMARY> (0.59)
<EPS-DILUTED> (0.59)
</TABLE>
