LARK TECHNOLOGIES INC
10QSB, 1997-11-13
MISC HEALTH & ALLIED SERVICES, NEC
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<PAGE>   1
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                                 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 September 30, 1997

                 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 October 31, 1997, there were 3,324,046 shares of Common Stock, par value
$0.001 per share, outstanding.

Transitional Small Business Disclosure Format (Check one):   Yes    No  [x]

================================================================================
<PAGE>   2
                            LARK TECHNOLOGIES, INC.

                              INDEX TO FORM 10-QSB
                   FOR THE QUARTER ENDED SEPTEMBER 30, 1997.





<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
Part I   Financial Information (unaudited)

    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  . . . . . . . . . . 6
                                                                                   
                                                                                   
Part II  Other Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
                                                                                   
    Item 1.      Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . 8
                                                                                   
    Item 2.      Changes in Securities  . . . . . . . . . . . . . . . . . . . . . . 8
                                                                                   
    Item 3.      Defaults Upon Senior Securities  . . . . . . . . . . . . . . . . . 8
                                                                                   
    Item 4.      Submission of Matters to a Vote of Security Holders  . . . . . . . 8
                                                                                   
    Item 5.      Other Information  . . . . . . . . . . . . . . . . . . . . . . . . 8
                                                                                   
    Item 6.      Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 8
                                                                                   
Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
</TABLE>


                                      i
<PAGE>   3



                        PART I  -  FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                            LARK TECHNOLOGIES, INC.
                                 BALANCE SHEET


<TABLE>
<CAPTION>
                                                       September 30,
                                                           1997
                                                       -------------
                                                        (Unaudited)
<S>                                                     <C>
ASSETS                                  
Current assets:                                 
  Cash and cash equivalents                             $   634,148 
  Accounts receivable                                     1,022,152 
  Due from related parties                                    1,525 
  Work-in-process                                           156,583 
  Prepaid expenses                                           59,729 
                                                        -----------
Total current assets                                      1,874,137 
                                        
Property and equipment, net                                 488,558 
Capital leases, less accumulated amortization                86,693 
Other assets, net                                            32,013 
                                                        -----------
Total assets                                            $ 2,481,401 
                                                        ===========
                                        
LIABILITIES AND STOCKHOLDERS' EQUITY                                    
Current liabilities:                                    
  Notes payable                                         $   229,485 
  Obligations under capital lease                       $    72,663 
  Debentures payable                                         10,000 
  Accounts payable                                          261,388 
  Accrued expenses                                          217,109 
  Customer deposits                                         369,280 
  Deposits from related parties                              92,809 
                                                        -----------
Total current liabilities                                 1,252,734 
                                        
                                        
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 - 3,324,046                 3,324 
  Additional paid-in capital                              2,463,695 
    Amounts due from shareholders                           (15,045)
    Accumulated deficit                                  (1,223,307)
                                                        -----------
Total stockholders' equity                                1,228,667 
                                                        -----------
Total liabilities and stockholders' equity              $ 2,481,401 
                                                        ===========

</TABLE>




See accompanying notes to the financial statements.

                                       1




<PAGE>   4

                       PART I  -  FINANCIAL INFORMATION
                         ITEM 1. FINANCIAL STATEMENTS

                           LARK TECHNOLOGIES, INC.
                             STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                        Three months ended         Nine months ended
                                           September 30,              September 30,
                                     -------------------------   ----------------------
                                        1996          1997          1996        1997
                                     -------------------------   ----------------------
                                            (Unaudited)               (Unaudited)
<S>                                  <C>           <C>           <C>         <C>                                
Revenue:                                                                        
  Laboratory Services                $  886,121     $1,006,421   $3,368,054  $3,307,589 
                                                                                       
Costs and expenses:                                                                    
  Costs of services                     439,946        431,645    1,421,686   1,353,135 
  Sales, general and administrative     457,691        527,021    1,488,879   1,555,425 
  Research and Development               28,813         51,200       90,184     190,864 
                                     ----------     ----------   ----------  ----------                                 
Total costs and expenses                926,450      1,009,866    3,000,749   3,099,424 
                                     ----------     ----------   ----------  ----------                                 
Operating income                        (40,329)        (3,445)     367,305     208,165 
                                                                                       
Other income and (expense):                                                                     
  Interest expense                      (21,150)       (11,028)     (66,504)    (24,704)
  Interest income                        10,886          7,457       13,313      22,631 
                                     ----------     ----------   ----------  ----------                                 
Total other income (expense), net       (10,264)        (3,571)     (53,191)     (2,073)
                                     ----------     ----------   ----------  ----------                                 
Income before income taxes              (50,593)        (7,016)     314,114     206,092 
                                                                                       
Income taxes                                  0         21,127            0      21,127 
                                     ----------     ----------   ----------  ----------                                 
Net income                           $  (50,593)    $  (28,143)  $  314,114  $  184,965 
                                     ==========     ==========   ==========  ==========                                 
                                                                                       
                                                                                       
                                                                                       
Net income per share                 $     0.02     $    (0.01)  $     0.12  $     0.06 
                                     ==========     ==========   ==========  ==========                                 
Weighted average number of common                                                                       
  or equivalent shares outstanding    3,180,459      3,346,391    2,580,458   3,347,391
                                     ==========     ==========   ==========  ==========                                 

</TABLE>


See accompanying notes to the financial statements.

                                       2
<PAGE>   5

                       PART I  -  FINANCIAL INFORMATION
                         ITEM 1. FINANCIAL STATEMENTS

                           LARK TECHNOLOGIES, INC.
                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                             September 30,
                                                        -----------------------
                                                          1996           1997
                                                        -----------------------
                                                              (Unaudited)
<S>                                                      <C>           <C>
OPERATING ACTIVITIES                                                    
Net income                                               $314,114      $184,965 
Adjustments to reconcile net income                       
  to net cash provided by operating activities            
    Depreciation and amortization                         139,800       127,167 
    Changes in operating assets and liabilities:         
      Accounts receivable                                (505,325)     (217,796)
      Work-in-process                                     (98,764)      (69,368)
      Prepaid expenses                                    (23,867)      (13,725)
      Other assets                                         37,202        (1,023)
      Due to/from related parties                         (18,408)      (11,902)
      Accounts payable                                     41,885       (52,341)
      Accrued expenses                                      9,082        49,913 
      Deposits                                             75,165       156,550 
                                                       ----------     ---------
Net cash provided by operating activities                 (29,116)      152,440 
                                                                        
INVESTING ACTIVITIES                                      
Purchases of property and equipment                      (198,383)     (209,967)
                                                       ----------     ---------
Net cash used in investing activities                    (198,383)     (209,967)
                                                                        
FINANCING ACTIVITIES                                       
Proceeds from issuance of notes payable                    60,136        27,424 
Principal payments on notes payable                       (94,676)      (60,377)
Repayment of debentures payable                                         (35,000)
Proceeds from issuance of common stock                  1,040,072             0 
Purchase of treasury shares of common stock                              (4,621)
Proceeds from repayments of stockholder loans                   0        30,000 
                                                       ----------     ---------
Net cash provided by financing activities               1,005,532       (42,574)
                                                       ----------     ---------
Net increase (decrease) in cash and cash equivalents      778,033      (100,101)
Cash and cash equivalents at beginning of period           75,996       734,248 
                                                       ----------     ---------
Cash and cash equivalents at end of period             $  854,029     $ 634,147 
                                                       ==========     =========
</TABLE>


See accompanying notes to the financial statements.

                                       3
<PAGE>   6
                           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.


3.       DEBENTURES AND NOTES PAYABLE

         At September 30, 1997, the Company had one note payable to a bank with
interest of prime (8.50% at September 30, 1997) plus 2% and collateralized by
accounts receivable, property, and equipment.  The note is due on demand and if
no demand is made, the note is payable in monthly installments of $3,799 plus
interest.  This note which was due at March 31, 1997, was renewed on March 26,
1997.  As a result of that renewal, any unpaid principal on the note is due at
maturity on January 30, 1998.  The amount outstanding under this note was
$13,141 at September 30, 1997.

         At September 30, 1997, the Company had a revolving line of credit with
the same bank which expired on March 31, 1997.   On March 26, 1997, the
revolving line of credit was renewed until March 30, 1998.  The terms of the
line of credit provide for maximum borrowings of $200,000 of which $199,000 was
outstanding at September 30, 1997.  Borrowings bear interest at the bank's
prime rate plus 2% and are secured by qualified accounts receivable of the
Company.





                                       4
<PAGE>   7



         At September 30, 1997, the Company had a subordinated redeemable
debenture payable of $10,000 that matured on September 30, 1997, with interest
at 8% per year, payable quarterly.  During October, 1997, the Company received
a request for the repayment of the subordinated debenture and repaid it on
October 21, 1997.


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.

         In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997.  At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods.  Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded.  The impact of
Statement 128 on the calculation of primary and fully diluted earnings per
share for the quarter is not expected to be material.


5.       DISTRIBUTION AGREEMENT

         Effective January 1, 1996, the Company announced a new service,
Differential Display ("DD").  The Company entered into a distribution agreement
with a third party which  provided the Company with a significant amount of
specialized training and scientific know-how relating to the DD services.   The
Company agreed to purchase supplies and equipment related to this service
exclusively from the third party.  The DD services will be sold on an exclusive
basis by the third party and its distributor, but Lark can sell the DD services
through its own sales force worldwide.  The third party will pay the Company an
agreed upon transfer price for DD services that the third party or its
distributor sells.  The Company will pay the third party an agreed upon royalty
for DD services that the Company sells.


6.       COMMITMENTS AND CONTINGENCIES

Stock Options

         On September 16, 1997, the Company issued stock options to certain
members of management for 200,000 shares under the company's Incentive Stock
Option Plan with an exercise price of $2.00 per share.  These options vest in
four and one half years and contain provisions for earlier vesting if certain
performance goals are met.

         During September, 1997, the company set up a nonqualified stock option
plan for its non-employee directors.  On September 16, 1997, the Company issued
stock options to its non-employee directors which totaled  10,000 shares with
an exercise price of $1.51 per share.  These options vest twenty five percent
per year such that they are fully vested in four years.

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 





                                       5
<PAGE>   8



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, 1997 and required
the Company to pay Baylor a total of $53,739 annually in monthly installments
of $4,478 over the term of the contract.  The agreement may be extended for an
additional term by mutual written consent and is currently in the process of
renewal.

         The Company entered into a related consulting agreement with the
Principal Investigator at Baylor.  This agreement expired on August 1, 1997,
and required the Company to pay the researcher a total of $24,000 in monthly
installments over the term of the contract.  The agreement may be extended for
an additional term by mutual written consent and is in the process of renewal.




                                      6
<PAGE>   9



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.

     -   Genetic Stability Testing Services.  Lark's genetic stability testing
         services are used to characterize Master Cell Banks, Manufacturers
         Working Cell Banks and Post Production Cell Samples from bacterial,
         yeast and cell cultures.  Genetic stability testing is used to analyze
         a production strain's stability and demonstrate that the expression
         system has not undergone any mutations or rearrangements that would
         affect the integrity of the product.  This service assists companies
         producing genetically manufactured products to optimize production
         yields, determine product purity, and support regulatory submissions.
         This service was introduced in late 1996.

     -   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      





                                      7
<PAGE>   10
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 14% from $886,121 to
$1,006,421 for the three month periods ended September 30, 1996 and 1997,
respectively.  Gross revenues decreased 2% from $3,368,054 to $3,307,589 for
the nine month periods ended September 30, 1996 and 1997, respectively.  This
increase in revenues for the quarter was attributable to an increase in new
customer accounts for automated sequencing services provided by the Company.
The decrease in revenues for the nine month period was attributable to a
decrease in project work for a single large customer.  Increases in project
work for other customers for automated sequencing, molecular biology and
differential display services largely offset the impact of the single customer.

         COSTS OF SERVICES.  Costs of services consist primarily of labor and
laboratory supplies.  Costs of services decreased 2% from $439,946 to $431,645
for the three month periods ended September 30, 1996 and 1997, respectively,
and 5% from $1,421,686 to $1,353,135 for the nine month periods ended September
30, 1996 and 1997, respectively.  Improvements in productivity, supply usage
and product mix accounted for the decrease.  Costs of services as a percentage
of revenue were 50% and 43% for the three month periods ending September 30,
1996 and 1997, respectively, and 42% and 41% for the nine month periods ending
September 30, 1996 and 1997, 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 15% from
$457,691 to $527,021 for the three month periods ended September 30, 1996 and
1997, respectively, and increased 4% from $1,488,879 to $1,555,425 for the nine
month periods ended September 30, 1996 and 1997, respectively.  The increase in
expenses was attributable to costs incurred in the three month period to
support a stock repurchase program.  Sales, general and administrative expenses
as a percentage of revenue were 52% and 52% for the three month periods ending
September 30, 1996 and 1997, respectively, and 44% and 47% for the nine month
periods ended September 30, 1996 and 1997, respectively

         RESEARCH AND DEVELOPMENT.  Research and development costs increased
78% from $28,813 to $51,200 for the three month periods ended September 30,
1996 and 1997, respectively, and 112% from $90,184 to $190,864 for the nine
month periods ended September 30, 1996 and 1997, respectively.  The increase in
research and development costs was attributable to increases in expenditures
for the gene senescence project and increased product development activities.
Research and development costs as a percentage of revenue were 3% and 5% for
the three month periods ended September 30, 1996 and 1997, respectively, and 3%
and 6% for the nine month periods ended September 30, 1996 and 1997,
respectively.

         VARIABILITY OF FUTURE OPERATING RESULTS.  The Company experienced a
significant shift in sources of revenue during the first half of 1997.  In 1996
a large portion of the Company's revenue was generated from a single customer.
In 1997 the decline in revenue from this customer was largely offset by revenue
from a diverse group of customers.  The addition or completion of any single
large contract may have a material impact on the Company's revenues.

         LIQUIDITY AND CAPITAL RESOURCES.  Operating cash flow was ($29,116)
and $152,440 for the nine month periods ended September 30, 1996 and 1997,
respectively.  During 1997, the Company repaid $35,000 of subordinated 
debentures.

         The Company's bank debt totaling approximately $212,141 at September
30, 1997, matured March 31, 1997.  On March 29, 1997, the Company renewed its
$200,000 line of credit until March 30, 1998, and extended the maturity of its
note payable to January 30, 1998.  Management anticipates that additional
capital expenditures 





                                      8
<PAGE>   11



necessary to support the Company's operating growth can be funded through a
combination of existing or proposed credit facilities and future operating
results.

         During 1997, the Company purchased $209,967 of equipment in order to
support anticipated growth.  During September, 1997, the Company acquired new
equipment at a cost of $86,693 of which $72,663 was finance by a capital lease.




                          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
         Not applicable

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 
         September 30, 1997.

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.

         27        Financial Data Schedule



                                       9
<PAGE>   12



(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.
     




                                       10
<PAGE>   13

                                   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    November 13, 1997                        /s/  Vincent P. Kazmer 
        -----------------                  -------------------------------------
                                                      Vincent P. Kazmer
                                           President and Chief Executive Officer
                                            
Date    November 13, 1997                        /s/ Douglas B. Wheeler.
        -----------------                  -------------------------------------
                                                     Douglas B. Wheeler
                                                  Vice President, Finance





                                       11
<PAGE>   14

                              INDEX TO EXHIBITS


 
<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                            DESCRIPTION
 ------                            -----------
  <S>                      <S> 
  27                       Financial Data Schedule

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM (INDENTIFY SPECIFIC FINANCIAL STATEMENTS) AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1997
<CASH>                                         634,148
<SECURITIES>                                         0
<RECEIVABLES>                                1,022,152
<ALLOWANCES>                                         0
<INVENTORY>                                    156,583
<CURRENT-ASSETS>                             1,874,137
<PP&E>                                       1,412,625
<DEPRECIATION>                                 837,374
<TOTAL-ASSETS>                               2,481,401
<CURRENT-LIABILITIES>                        1,252,734
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         3,324
<OTHER-SE>                                   1,225,343
<TOTAL-LIABILITY-AND-EQUITY>                 2,481,401
<SALES>                                      3,307,589
<TOTAL-REVENUES>                             3,307,589
<CGS>                                        1,353,135
<TOTAL-COSTS>                                3,099,424
<OTHER-EXPENSES>                                 2,073
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              24,704
<INCOME-PRETAX>                                206,092
<INCOME-TAX>                                    21,127
<INCOME-CONTINUING>                            184,965
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   184,965
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                      .06
        

</TABLE>


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