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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14. 1998
ROMTECH, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-27102 23-2694937
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(State of other jurisdiction (Commission File Number) (IRS Employee
of incorporation) Identification No.)
2000 Cabot Blvd. West. Suite 110, Langhorne. PA 19047-1833
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(Address of principal executive offices) (Zip Code)
Registrant"s telephone number, including area code: (215) 750-6606
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(Former name or foRmer address, if changed since last report)
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Item 5. Other Events.
On January 14, 1998, RomTech, Inc. (the "Company") issued a press
release announcing the Company's unaudited results for the second quarter ended
December 31, 1997, as described in the press release attached as Exhibit 99.1
and incorporated herein by reference.
Item 7. Financial Statements. Pro Forma Financial Information and Exhibits,
a. None.
b. None.
C. Exhibits.
99.1 Press Release dated January 14, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934.
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROMTECH, INC.
By:/s/ Joseph A. Falsetti
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Joseph A. Falsetti. Chairman
and Chief Executive Officer
Dated: January 16, 1998
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EXHIBIT 99.1
NEWS RELEASE
ROMTECH ANNOUNCES SECOND QUARTER REVENUES
UP 170% COMPARED TO YEAR AGO
- Earns 6 cents Per Share Versus A Loss Of 12 cents
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LANGHORNE, PA (January 14,1998) - RomTech, Inc. (NASDAQ: ROMT) today announced unaudited
COMPANY CONTACT: results for the second quarter and six months ended December 31, 1997,
Joseph A. Falsetti Revenues for the quarter ended December 31, 1997 were $2,856,000 versus revenues of $1,058,000,
RomTech, Inc. for the same period a year ago, an increase of 170%. Net income and net income per share for
(215) 750-6606, Ext. 114 the current period were $601,000 and $0.06 versus a net loss of $(736,000) or $(0.12) per share
[email protected] for the three months ended December 31, 1996.
Revenues for the six months ended December 31, 1997 were $4,391,000 versus $2,129,000 for the
comparable year ago period, a 106% increase. Net income for the period was $662,000 or $0.07
INVESTOR CONTACT: per share versus a loss of $(l,143,000) or $(0.18) per share for the six months ended December
Gerald W. Klein 31, 1996.
RomTech, Inc. The Company's income or (loss) per share for the quarters ended December 31, 1997 and 1996 and
(215) 750-6606, Ext. 118 the six months ended December 31, 1997 and 1996, were negatively impacted since certain
[email protected] convertible preferred securities issued by the Company contained "in the money" conversion
features accounted for in a manner similar to a preferred stock dividend. The accrual of this
"in the money" feature decreased the net income or increased the net (loss) attributable to
Common Stock by $86,858 for the three months and six months ended December 31, 1996.
respectively, and by $12,550 and $117,991 for the three months and six months ended December
31, 1997, respectively. Future quarters will not be burdened with any further charges related
to the issuance of these securities.
Joseph A. Falsetti, Chief Executive Officer of RomTech, said, "The second quarter was a
breakout quarter. Second quarter results were ahead of our expectations due to the success of
the Galaxy Series branding strategy and the strong retail sell-through results, Revenues for
the first half of this year exceeded revenues for all of fiscal 1997. Our challenge in the
second half of fiscal 1998 will be to build upon the retail sell-through momentum that we are
currently enjoying. As long as we continue gaining market share in the value line category we
should expect to realize greater distribution of our products and more promotional
opportunities." Mr. Falsetti also stated, "The successful launch of Galaxy OnlineTm during the
second half of fiscal 1998 will be a key part of continuing our success in fiscal 1999. Galaxy
Online will provide buyers of certain RomTech's Galaxy of Games(TM) titles access to
unlimited free internet game play. A recent report published by Cowles/Simba Information, a
Stamford, CT based market research firm, predicts that online games services, a $59 million
business in 1997, will reach $670 million in 2001. We believe that the success of the Galaxy
Series branding strategy will position Galaxy Online to realize a significant share of the
online games market growth."
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RomTech, headquartered in Langhorne. PA develops, publishes, markets and resells a diversified
line of personal computer ("PC") software primarily for consumer and business applications. The
Company promotes the Galaxy of Games(TM), Galaxy of Home Office Help'(TM) and Galaxy Deluxe(TM)
brand names (the "Galaxy Series") in order to generate customer loyalty, encourage repeat
purchases and differentiate the Galaxy Series products to retailers and consumers. The Company
targets the market of home and small business personal computer users. The Company's sales are
primarily made through a large national distributor that sells to large national retail chain
stores.
This press release contains certain forward-looking statements, including without limitation,
statements regarding the success of RomTech's Galaxy branding strategy, RomTech's expected
earnings and revenues for the second quarter ending December 31, 1997, expected revenues for
the 1998 fiscal year and the success of the Galaxy Online games. The actual results achieved by
RomTech, and the factors that could cause actual results to differ materially from those
indicated by the forward-looking statements, are in many ways beyond RomTech's control. RomTech
wishes to caution readers that the following important factors, among others, could affect
RomTech's actual results and could cause RomTech's actual results for the second quarter ending
December 31, 1997 and for the 1998 fiscal year to differ materially from those expressed in
this press release, the allocation of adequate shelf space for RomTech's products in major
chain retail stores; successful sell- through results for RomTech's products at retail stores:
the inability to obtain and/or develop content for its products in a cost effective manner; the
continued expansion of the computer in homes in North America: the ability to deliver products
in response to orders within a commercially acceptable time frame, downward pricing pressure;
the timeliness and success of developing and selling products; the acceptance by the market of
the Galaxy Online games series; the costs of developing, producing and marketing such products;
access to distribution channels; consumers' continuing demand for value-priced software; the
renewal of licenses for key software products; competition; and various other factors, many of
which are beyond the Company's control,
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Quarters ended: December 31,
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1997 1996
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Revenues $2,855,626 $1,058,466
Net income (loss) $613,424 $ (648,966)
Accretion of Preferred Stock dividend (12,550) (86,858)
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Net income (loss) attributable to common stock $600,874 $(735,824)
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Weighted average shares outstanding - basic 8,965,224 6,285,128
Net income (loss) per share - basic $0.07 $(0.12)
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Weighted average shares outstanding - diluted 9,623,407 6,285,128
Net income (loss) per share - diluted $0.06 $(0.12)
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Six months ended: December 31,
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1997 1996
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Revenues $4,391,184 $2,129,483
Net income (loss) $779,739 $(1,056,544)
Accretion of Preferred Stock dividend (117,991) (86,858)
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Net income (loss) attributable to common stock $661,748 $(1,143,402)
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Weighted average shares outstanding - basic 8,106,082 6,285,128
Net income (loss) per share - basic $0.08 $(0.18)
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Weighted average shares outstanding - diluted 9,507,834 6,285,128
Net income (loss) per share - diluted $0.07 $(0.18)
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