- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to______
LARK TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 73-1461841
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9545 KATY FREEWAY, SUITE 465
HOUSTON, TX 77024
(Address of principal executive offices)
(713) 464-7488
(Issuer's telephone number)
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 [ ]
APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of July 31, 1996, there were 3,315,338 shares of Common Stock, par value
$0.001 per share, outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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<PAGE>
LARK TECHNOLOGIES, INC.
INDEX TO FORM 10-QSB
FOR THE QUARTER ENDED JUNE 30, 1996.
Part I Financial Information (unaudited)
PAGE
Item 1. Financial Statements
Balance Sheet ......................................... 1
Statements of Income .................................. 2
Statements of Cash Flows .............................. 3
Notes to Financial Statements ......................... 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ................ 7
Part II Other Information ................................................... 9
Item 1. Legal Proceedings ............................................ 9
Item 2. Changes in Securities ........................................ 9
Item 3. Defaults Upon Senior Securities .............................. 9
Item 4. Submission of Matters to a Vote of Security Holders .......... 9
Item 5. Other Information ............................................ 9
Item 6. Exhibits and Reports on Form 8-K ............................. 9
Signatures................................................................... 11
i
LARK TECHNOLOGIES, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LARK TECHNOLOGIES, INC.
BALANCE SHEET
June 30,
1996
-----------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents .......................... $ 50,196
Accounts receivable ................................ 1,011,552
Due from related parties ........................... 3,585
Work-in-process .................................... 101,934
Prepaid expenses ................................... 14,771
-----------
Total current assets .................................... 1,182,038
Property and equipment, net ............................ 320,922
Other assets, net ...................................... 161,680
-----------
Total assets ............................................ $ 1,664,640
===========
Liabilities and stockholders' equity Current liabilities:
Notes payable ...................................... $ 266,324
Debentures payable ................................. 45,000
Accounts payable ................................... 372,219
Accrued expenses ................................... 345,037
Customer deposits .................................. 272,774
Deposits from related parties ...................... 97,441
-----------
Total current liabilities ............................... 1,398,795
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.001 par value:
Authorized shares - 2,000,000
None issued and outstanding
Common stock, $0.001 par value:
Authorized shares - 8,000,000
Issued and outstanding shares - 2,210,225 .... 2,210
Additional paid-in capital ......................... 1,484,175
Amounts due from shareholders ...................... (15,045)
Accumulated deficit ................................ (1,205,495)
-----------
Total stockholders' equity .............................. 265,845
-----------
Total liabilities and stockholders' equity .............. $ 1,664,640
===========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
1
<PAGE>
Lark Technologies, Inc.
Statements of Operations
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------------- --------------------------
1995 1996 1995 1996
----------- ----------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenue:
Laboratory Services .................... $ 499,818 $ 1,275,137 $ 1,338,443 $ 2,481,933
Costs and expenses:
Costs of services ...................... 276,037 557,310 574,002 981,740
Sales, general and administrative ..... 341,376 512,659 705,103 1,031,188
Research and Development ............... 0 27,362 0 61,371
----------- ----------- ----------- -----------
Total costs and expenses .................... 617,413 1,097,331 1,279,105 2,074,299
----------- ----------- ----------- -----------
Operating income (loss) ..................... (117,595) 177,806 59,338 407,634
Other income and (expense):
Interest expense ....................... (4,255) (34,825) (8,684) (45,354)
Interest income ........................ 1,239 1,438 4,043 2,427
Gain on disposal of assets ............. 0 0 300 0
----------- ----------- ----------- -----------
Total other (expense), net .................. (3,016) (33,387) (4,341) (42,927)
----------- ----------- ----------- -----------
Income (loss) before income taxes ........... (120,611) 144,419 54,997 364,707
Income taxes ................................ 0 0 0 0
----------- ----------- ----------- -----------
Net income (loss) ........................... (120,611) 144,419 54,997 364,707
=========== =========== =========== ===========
Net income (loss) per share ................. ($ 0.06) $ 0.06 $ 0.03 $ 0.17
=========== =========== =========== ===========
Weighted average number of common
or equivalent shares outstanding ....... 2,000,000 2,260,074 2,000,000 2,210,006
=========== =========== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
2
<PAGE>
Lark Technologies, Inc.
Statements of Cash Flows
Six months ended
June 30,
---------------------
1995 1996
-------- ---------
(Unaudited)
Operating activities
Net income ............................................ $ 54,997 $ 364,707
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation and amortization .................... 83,197 89,365
Compensation expense recognized for
issuance of common stock .................... 0 0
Loss/(Gain) on disposal of assets ................ (300) 0
Changes in operating assets and liabilities:
Accounts receivable ......................... (11,467) (586,889)
Work-in-process ............................. 18,765 (12,783)
Prepaid expenses ............................ 19,886 7,863
Other assets ................................ (51,425) (64,438)
Due to/from related parties ................. (245) 22,306
Accounts payable ............................ (25,143) 95,180
Accrued expenses ............................ (72,834) 124,956
Deposits .................................... 76,347 63,591
-------- ---------
Net cash provided by operating activities ............. 91,778 103,858
Investing activities
Purchases of property and equipment ................... (42,142) (141,982)
Proceeds from disposal of property and equipment ...... 300 0
-------- ---------
Net cash used in investing activities ................. (41,842) (141,982)
Financing activities
Proceeds from issuance of notes payable ............... 50,000 0
Principal payments on notes payable ................... (21,739) (53,272)
Proceeds from issuance of common stock ................ 0 65,596
Repayment of debentures payable ....................... (25,000) 0
-------- ---------
Net cash provided by financing activities ............. 3,261 12,324
-------- ---------
Net increase (decrease) in cash and cash equivalents .. 53,197 (25,800)
Cash and cash equivalents at beginning of period ...... 26,034 75,996
-------- ---------
Cash and cash equivalents at end of period ............ $ 79,231 $ 50,196
======== =========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
3
<PAGE>
LARK TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION
LARK TECHNOLOGIES, INC., A DELAWARE CORPORATION (THE "COMPANY"), WAS
FORMED ON NOVEMBER 16, 1994, AS A WHOLLY-OWNED SUBSIDIARY OF SUPERCORP INC.
("SUPERCORP"), FOR THE PURPOSE OF MERGING WITH LARK SEQUENCING TECHNOLOGIES,
INC., A DELAWARE CORPORATION ("SEQUENCING"), AS OUTLINED IN A MERGER AGREEMENT
("MERGER AGREEMENT") ENTERED INTO BY SUPERCORP AND SEQUENCING ON OCTOBER 28,
1994. THE MERGER AGREEMENT WAS APPROVED BY SUPERCORP ON SEPTEMBER 5, 1995, AND
BY THE STOCKHOLDERS OF SEQUENCING ON SEPTEMBER 12, 1995. AS A CONSEQUENCE OF THE
MERGER, ALL OF THE SHARES OF COMMON AND PREFERRED STOCK OF SEQUENCING WERE
EXCHANGED FOR 1,800,000 SHARES OF COMMON STOCK OF THE COMPANY WITH A PAR VALUE
OF $0.001 PER SHARE AND THE 200,000 SHARES OF COMMON STOCK OF THE COMPANY HELD
BY SUPERCORP WERE DISTRIBUTED TO THE SHAREHOLDERS OF SUPERCORP. THE COMPANY HAS
SUCCEEDED TO ALL OF THE BUSINESS PREVIOUSLY UNDERTAKEN BY SEQUENCING. LARK
PROVIDES SPECIALIZED LABORATORY SERVICES FOR DNA SEQUENCING TO BIOTECHNOLOGY
RESEARCHERS.
2. BASIS OF PRESENTATION
THE ACCOMPANYING UNAUDITED INTERIM FINANCIAL STATEMENTS HAVE BEEN
PREPARED PURSUANT TO THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION. CERTAIN INFORMATION IN FOOTNOTE DISCLOSURES NORMALLY INCLUDED IN
FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES HAVE BEEN CONDENSED OR OMITTED PURSUANT TO THESE RULES AND
REGULATIONS. THE ACCOMPANYING UNAUDITED INTERIM FINANCIAL STATEMENTS REFLECT ALL
ADJUSTMENTS WHICH THE COMPANY CONSIDERS NECESSARY FOR A FAIR PRESENTATION OF THE
RESULTS OF OPERATIONS FOR THE INTERIM PERIODS COVERED AND FOR THE FINANCIAL
CONDITION OF THE COMPANY AT THE DATE OF THE INTERIM BALANCE SHEET. ALL SUCH
ADJUSTMENTS ARE OF A RECURRING NATURE. RESULTS FOR THE INTERIM PERIODS ARE NOT
NECESSARILY INDICATIVE OF RESULTS FOR THE YEAR.
FOR FINANCIAL REPORTING PURPOSES, THE MERGER OF THE COMPANY AND
SEQUENCING HAS BEEN ACCOUNTED FOR AS A RECAPITALIZATION OF SEQUENCING, AND THE
HISTORICAL FINANCIAL STATEMENTS OF SEQUENCING PRIOR TO THE MERGER BECAME THE
FINANCIAL STATEMENTS OF THE COMPANY. THE FINANCIAL STATEMENTS OF SEQUENCING HAVE
BEEN RETROACTIVELY RESTATED TO GIVE EFFECT TO THE MERGER TRANSACTION AS IF IT
HAD OCCURRED ON JANUARY 1, 1994.
3. DEBENTURES AND NOTES PAYABLE
AT MARCH 31, 1996, THE COMPANY HAD TWO NOTES PAYABLE TO A BANK WITH
INTEREST OF PRIME PLUS 2% (10.25% AT MARCH 31, 1996) AND COLLATERALIZED BY
ACCOUNTS RECEIVABLE, PROPERTY, AND EQUIPMENT. ANY UNPAID PRINCIPAL ON THE NOTES
WAS DUE AT MATURITY ON MARCH 31, 1996, AND JANUARY 6, 1998. AMOUNTS OUTSTANDING
UNDER THESE NOTES WERE $57,200 AND $77,720, RESPECTIVELY, AT MARCH 31, 1996. AT
MARCH 31, 1996, THE COMPANY ALSO HAD A REVOLVING LINE OF CREDIT WITH THE SAME
BANK. THE TERMS OF THE LINE OF CREDIT PROVIDED FOR MAXIMUM BORROWINGS OF
$250,000 OF WHICH $200,000 WAS OUTSTANDING AT MARCH 31, 1996.
ON APRIL 26, 1996, THE COMPANY REPAID THE DEMAND NOTE PAYABLE WHICH
MATURED ON MARCH 31, 1996, AND RENEWED THE LINE OF CREDIT WITH A REDUCED MAXIMUM
BORROWING LIMIT OF $200,000. CONTEMPORANEOUSLY WITH THE RENEWAL OF THE LINE OF
CREDIT, THE COMPANY ACCELERATED THE MATURITY OF THE DEMAND NOTE PAYABLE OF
$77,720 WHICH ORIGINALLY MATURED JANUARY 6, 1998, SUCH THAT BOTH THE LINE OF
CREDIT AND THE DEMAND NOTE PAYABLE HAD MATURITY DATES OF JANUARY 2, 1997. THE
LINE OF CREDIT AND DEMAND NOTE WERE GUARANTEED BY CERTAIN STOCKHOLDERS OF THE
COMPANY. IN EXCHANGE FOR THE GUARANTEES, THE COMPANY ISSUED TO EACH GUARANTOR,
ON A PRO-RATA BASIS, WARRANTS TO PURCHASE A TOTAL OF 106,533 SHARES OF
UNREGISTERED COMMON STOCK OF THE COMPANY AT AN EXERCISE PRICE OF $0.1479. THE
WARRANTS EXPIRE DECEMBER 31, 1997.
4
On July 25, 1996, the Company arranged for the release of the guarantees
and extended the maturities of the line of credit and demand note to March 31,
1997. The Company repurchased half of the warrants for $0.1479 per share on
August 7, 1996, and accrued the expenses related to this repurchase during the
second quarter of 1996.
At June 30, 1996, the Company had subordinated redeemable debentures
payable of $45,000 that matured on March 31, 1996, with interest at 8% per year,
payable quarterly. The Company offered to renew the subordinated debentures
through September 30, 1996. As of August 9, 1996, the Company has received
renewal agreements from the holders of $20,000 of these subordinated debentures.
The other subordinated debenture holder has not demanded payment.
4. EARNINGS PER SHARE
Net income per share was calculated by dividing the Company's net income
for the period by the weighted average number of common stock and dilutive
common stock equivalents (stock options and warrants) outstanding.
5. COMMITMENTS AND CONTINGENCIES
PATENT LICENSE AGREEMENT
Effective June 15, 1995, the Company entered into an exclusive patent
sub-license agreement with another biotech company. The agreement grants to the
Company an exclusive license to certain "Licensed Patent Rights" of this third
party and requires the Company to perform research and development efforts as
defined in the agreement. The Company is required to pay the third party a
royalty of 25% to 50% of all consideration the Company receives as a result of
sales of licensed products and licensed processes or a sub-license or assignment
of the Company's rights under the agreement. If the Company does not meet the
research and development milestones as defined in the agreement, or is unable to
successfully commercialize the results of the research and development efforts,
the agreement will terminate. Otherwise, the agreement will terminate upon the
dissolution of the Company or the expiration of the "Licensed Patent Rights".
The agreement may also be terminated by the Company with 60 days written notice
to the third party.
SPONSORED RESEARCH CONTRACT AND CONSULTING AGREEMENT
The Company entered into a sponsored research contract on August 1,
1995, whereby the Company is required to fund certain research and development
efforts being performed by Baylor College of Medicine ("Baylor"). The research
and development is being performed pursuant to the Patent License Agreement
described in this Note. The agreement expired on July 31, 1996, and required the
Company to pay Baylor a total of $53,739 in monthly installments over the term
of the contract. During July 1996, the agreement was extended with the same
terms through July 31, 1997.
The Company entered into a related consulting agreement with the
Principal Investigator at Baylor. This agreement expired on August 1, 1996, and
required the Company to pay the researcher a total of $24,000 in monthly
installments over the term of the contract. During July 1996, the agreement was
extended with the same terms through July 31, 1997.
6. SUBSEQUENT EVENTS
On July 17, 1996, the Company completed a Rights Offering of Common
Stock to its shareholders of record of May 31, 1996. The Company sold 1,105,113
shares of Common Stock at $1 per share, and received net proceeds of
approximately $1,061,291.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Financial Statements and the accompanying Notes herein, and is qualified
entirely by the foregoing and by other more detailed financial information
appearing elsewhere.
GENERAL
Lark Technologies, Inc. ("Lark" or "the Company") is a successor in
interest, through a merger effected in September 1995, to Lark Sequencing
Technologies, Inc., which was incorporated under the business corporation laws
of the State of Delaware on May 4, 1990.
Lark is a leader in providing contract DNA sequencing and research
services to the pharmaceutical and biotechnology industries worldwide. Lark's
service portfolio consists of various DNA sequencing and molecular biology
services as follows:
AUTOMATED DNA SEQUENCING SERVICES. Lark applies automated sequencing
techniques to generate high throughput DNA sequence and fast turnaround
screening information, including genome sequencing projects.
MANUAL DNA SEQUENCING SERVICES. Lark uses manual sequencing techniques
for projects that require greater than 99.9% accuracy. These techniques
are useful for DNA sequence information that is used for patent
applications, FDA submissions or the identification of genetic
mutations.
LIBRARY SCREENING SERVICES. During the gene discovery process, customers
may find only a portion of a gene of interest. As a service, Lark will
use a customer's gene fragment to probe a genetic library to identify a
full length gene. Identification of full length genes is necessary for
determining a gene's function, developing novel drugs, and securing
patent rights.
DIFFERENTIAL DISPLAY SERVICE. Lark uses differential display techniques
for analyzing differences in gene expression caused by the introduction
of various drug compounds, viruses or stimulatory factors. Differential
display can be useful in identifying novel genes and gene functions. By
understanding how and when a gene is expressed or repressed, targeted
interventions can be developed to maximize results and minimize harmful
side effects. This service is used to discover novel genes as well as to
characterize pharmaceutical effects.
Lark has also undertaken a senescence gene discovery program for its own
account. In 1995, the Company obtained exclusive rights to senescence gene
technology developed at Baylor College of Medicine, subject to third party
royalty rights and development obligations. Senescence is the final stage of
cellular aging when a cell ceases to divide but remains viable. The genes which
control this process regulate cell immortality. The major disease target for
this gene technology is cancer. Animal studies have demonstrated the ability of
this technology to reduce tumor growth at statistically significant levels. Lark
is actively pursuing the discovery of these novel genes and intends to exploit
the diagnostic and therapeutic applications of the technology by forging
appropriate corporate relationships. The Company considers this to be a highly
speculative project. Although the Company would benefit from the success of this
project, this project is not essential to the success of the Company.
RESULTS OF OPERATIONS
GROSS REVENUES. Gross revenues increased 155% from $499,818 to
$1,275,137 for the three month periods ended June 30, 1995 and 1996,
respectively. Gross revenues increased 85% from $1,338,443 to $2,481,933 for the
six month periods ended June 30, 1995 and 1996, respectively. This increase in
revenues was attributable to an increase in new customer accounts for both the
automated and manual sequencing services provided by the Company. Management
believes that the increase in manual sequencing revenues is attributable to
increased sales
6
and advertising activities while the increase in automated sequencing revenues
was due to the work performed for a contract with a single customer.
COSTS OF SERVICES. Costs of services consist primarily of labor and
laboratory supplies. Costs of services increased 102% from $276,037 to $557,310
for the three month periods ended June 30, 1995 and 1996, respectively, and 71%
from $574,002 to $981,740 for the six month periods ended June 30, 1995 and
1996, respectively. Increases in personnel, supply usage and equipment costs as
a result of the increase in services rendered comprised the increase in
operating costs. Costs of services as a percentage of revenue were 55% and 44%
for the three month periods ending June 30, 1995 and 1996, respectively, and 43%
and 40% for the six month periods ending June 30, 1995 and 1996, respectively.
SALES, GENERAL AND ADMINISTRATIVE EXPENSES. Sales, general and
administrative expenses consist primarily of salaries and related costs,
depreciation, amortization, legal and professional costs, rent, travel, and
advertising. Sales, general and administrative expenses increased 50% from
$341,376 to $512,659 for the three month periods ended June 30, 1995 and 1996,
respectively, and 46% from $705,103 to $1,031,188 for the six month periods
ended June 30, 1995 and 1996, respectively. Sales, general and administrative
expenses as a percentage of revenue were 68% and 40% for the three month periods
ending June 30, 1995 and 1996, respectively, and 53% and 42% for the six month
periods ended June 30, 1995 and 1996, respectively. The increases in expenses
are attributable to various costs incurred to support the growth of the company.
These growth related costs consist primarily of increased personnel costs in the
United States and Europe, certain commissions on contracts, an increase in
amortization of certain capitalized costs, and fees related to public disclosure
requirements.
RESEARCH AND DEVELOPMENT. Research and development costs were $27,362
for the quarter ended June 30, 1996, and $61,371 for the six month period ended
June 30, 1996. There were no research and development costs incurred during the
first six months of 1995. Research and development costs during 1996 were
related to the gene senescence project described above. Research and development
expenses are likely to increase as a result of this project. Lark will need
additional working capital in order to expand its research and development
efforts.
VARIABILITY OF FUTURE OPERATING RESULTS. The Company experienced a
significant revenue increase in the latter half of 1994, due in large part to
the commencement of the first contract with a single customer. This first
contract was substantially completed during the first quarter of 1995. In
December 1994, a second, similar contract with this customer was signed.
Operations for the second contract began in the fourth quarter of 1995 and were
substantially completed during the first quarter of 1996. A third, similar
contract was signed and commenced in the second quarter of 1996. The Company has
a "baseline" of projects from clients which it believes will provide a
sustainable level of revenues, although no assurances can be made that this will
be true in the future. The addition or completion of any single large contract
may have a material impact on the Company's revenues.
LIQUIDITY AND CAPITAL RESOURCES. The Company has experienced increased
demands on working capital due to actual and anticipated growth in all current
services. Operating cash flow was $91,778 and $103,858 for the six month periods
ended June 30, 1995 and 1996, respectively. The Company's remaining subordinated
debentures totalling $45,000 matured March 31, 1996. The Company offered to
renew this debt through September 30, 1996. As of August 9, 1996, $20,000 has
been renewed and the holders of the remainder of the subordinated debentures
have not demanded payment.
On April 26, 1996, the Company renewed its line of credit through
January 2, 1997, accelerated the maturity of a portion of its notes payable to
January 2, 1997, and repaid the remainder of its demand notes payable. See Note
3 of the Notes to the Financial Statements for additional discussion of the
renewed debt.
During the first six months of 1996, the Company purchased computer
equipment and laboratory equipment and fixtures totalling $141,982 to support
its operating growth. Management anticipates that additional capital
expenditures necessary to support the Company's operating growth can be funded
through a combination of existing or proposed credit facilities and future
operating results.
7
The Company has committed to certain minimum expenditures related to its
senescence research and development efforts as outlined in Note 6 to the
Financial Statements ("Patent License Agreement" and "Sponsored Research
Contract and Consulting Agreement"). Lark will need additional capital in order
expand its research and development efforts beyond the levels required by these
agreements.
MATERIAL COMMITMENTS. Late in the first quarter of 1996, the Company
placed an order totaling $240,000 for two automated sequencers in anticipation
of an additional large contract. The Company negotiated three year operating
leases for this equipment during the second quarter of 1996.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Stockholders was held on June 25, 1996.
All of the directors named in the following table were re-elected to hold office
for the ensuing year. The selection of Ernst & Young as the Company's
independent auditors for the fiscal year ending December 31, 1996, was ratified.
There were no broker non-votes.
Votes Against/
Matters Voted Upon: Votes For Withheld Abstention
Stephen J. Banks, Director 1,447,613 11,341 53,970
George Britton, Director 1,458,936 18 53,970
Vincent P. Kazmer, Director 1,458,936 18 53,970
David Lawson, Director 1,387,919 71,035 53,970
Frank Vazquez, Director 1,447,444 11,510 53,970
Ernst & Young, Auditors 1,455,136 3,818 53,970
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ending June 30,
1996.
INDEX OF EXHIBITS
2.1(1) The Agreement of Merger of November 18, 1994, between Lark
Technologies, Inc. and Lark Sequencing Technologies, Inc.
providing for the merger of Lark Sequencing Technologies, Inc.
into the Company.
3.1(1) Bylaws of Lark Technologies, Inc., as amended.
3.2(1) The Certificate of Incorporation of Lark Technologies, Inc., as
amended.
10.1(1) 1990 Stock Option Plan adopted by the Company.
10.13(2) Agreement entered into by and between the Company and Genomyx
Corporation.
10.14(2) The portion of the Minutes of the Executive Session of the
Meeting of the Board of Directors of the Company held December 8,
1995, establishing and defining the bonus plan for 1996 under
which the chief executive officer, chief financial officer, and
other employees may receive cash bonuses as part of their
compensation.
(1) Incorporated by reference from the Company's Registration Statement on
Form S-4 dated August 14, 1995, Commission File No. 33-90424. The
exhibit numbering system used in Form S-4 differed from that used in
this Form 10-QSB (8a, 2d, 2c, 6b, 6c, 6d-1, and 6f, respectively).
(2) Incorporated by reference from the Company's Form 10-QSB for the
quarterly period ended March 31, 1996.
9
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Lark Technologies, Inc.
(Registrant)
Date AUGUST 13, 1996 /s/ VINCENT P. KAZMER .
Vincent P. Kazmer
President and Chief Executive Officer
Date AUGUST 13, 1996 /s/ CHRISTINE B. POWASER .
Christine B. Powaser
Vice President, Chief Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM [THE BALANCE SHEET AND STATEMENT OF OPERATIONS CONTAINED ON PAGES 1 AND 2
OF THE FORM 10QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996.] AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 50,196
<SECURITIES> 0
<RECEIVABLES> 1,015,137
<ALLOWANCES> 0
<INVENTORY> 101,933
<CURRENT-ASSETS> 1,182,038
<PP&E> 967,255
<DEPRECIATION> 646,333
<TOTAL-ASSETS> 1,664,640
<CURRENT-LIABILITIES> 1,398,795
<BONDS> 0
0
0
<COMMON> 2,210
<OTHER-SE> 263,635
<TOTAL-LIABILITY-AND-EQUITY> 1,664,640
<SALES> 2,481,933
<TOTAL-REVENUES> 2,481,933
<CGS> 981,740
<TOTAL-COSTS> 2,074,299
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,354
<INCOME-PRETAX> 364,707
<INCOME-TAX> 0
<INCOME-CONTINUING> 364,707
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 364,707
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
