ROM TECH INC
8-K, 1998-10-13
PREPACKAGED SOFTWARE
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<PAGE>   1
                       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): October 12, 1998
                                                         ----------------

                                 ROMTECH, INC.
                                 -------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                  <C>                            <C>
Pennsylvania                                0-27102                     23-2694937
- ------------                                -------                     ----------
(State or other jurisdiction         (Commission File Number)           (IRS Employer
 of incorporation)                                                      Identification No.)
</TABLE>



<TABLE>
<S>                                                                <C>
2000 Cabot Blvd. West, Suite 110, Langhorne, PA                    19047-1833
- -----------------------------------------------                    ----------
(Address of principal executive offices)                           (Zip Code)
</TABLE>


       Registrant's telephone number, including area code: (215) 750-6606


         -------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>   2
Item 5.  Other Events.

         On October 12, 1998, RomTech, Inc. (the "Company") issued a press
release announcing the Company's unaudited results for the first quarter ended
September 30, 1998, 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 October 12, 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/ Gerald W. Klein
                                             ---------------------------------
                                            Gerald W. Klein, President,
                                            Chief Executive Officer and
                                            Chief Financial Officer

Dated: October 13, 1998

<PAGE>   1
                                                                    EXHIBIT 99.1

                            ROMTECH ANNOUNCES STRONG
                       FISCAL 1999 FIRST QUARTER RESULTS

      SALES INCREASE 63% AND EARNINGS INCREASE 572% COMPARED TO YEAR AGO QUARTER

         LANGHORNE, Pa., Oct. 12, 1998 /PRNewswire/ -- RomTech, Inc. (Nasdaq:
ROMT) today announced unaudited results for the first quarter ended September
30, 1998.  Sales for the quarter ended September 30, 1998 were $2,506,000,
versus sales of $1,536,000, for the same period a year ago, an increase of 63%.
Net income and net income per share for the current period were $410,000 and
$0.04, respectively, versus net income and net income per share of $61,000 and
$0.01, respectively, for the three months ended September 30, 1997, a 572%
increase.

         Jerry Klein, Chief Executive Officer of RomTech, said, "During fiscal
1999 our objective is to double our market share to approximately 7%, in the
fastest growing segment of the software marketplace - the value-priced category
(under $20 retail).  Consistent gains in market share would help position
RomTech to increase sales, earnings and shareholder value.  Our business plan
is focused on branding RomTech's high-quality, value-priced Galaxy Series
products and successfully selling them to consumers via mass retail
distribution.  Current retail sell-through data shows that our recently
released premium level, $19.95 retail, Game Master Series(TM) titles are
selling exceptionally well."

         Bill Acheson, Vice President of Sales and Marketing for RomTech,
stated, "During the first quarter we introduced seven new Game Master Series
and six new Galaxy of Arcade(TM) products.  We also released four new Galaxy of
Games(TM) and three new Galaxy of Home Office Help(TM) products.  These new
products have been well received and early retail sell-through results are
exceeding expectations. CompUSA(TM), a leading retail seller of software
throughout the world, has reported exceptional sell-through results for the
Game Master Series products.  CompUSA is the first national retailer to offer
all seven Game Master series products and other national retailers, including
Best Buy, Wal-Mart, and Electronics Boutique, anticipate launching major
promotions in our fiscal 1999 second and third quarters."

         Acheson also stated, "We have been very aggressive in implementing
several key elements of our Internet strategy during the first fiscal quarter.
At www.romt.com we recently introduced our new easy-to-use, on-line "shopping
cart" for buying products at the site.  Our new www.eGames2000.com site
currently features downloadable demos of five of our exciting new games.
During the second quarter we expect to add downloadable demos to include all of
our exciting new Game Master Series and Galaxy of Arcade products.  We expect
these free demo offerings to help increase the sale of these products in retail
stores and purchases via the Internet."

         RomTech, headquartered in Langhorne, Pa., develops, publishes and
markets a diversified line of personal computer software primarily for consumer
entertainment and small office/home office applications. RomTech promotes the
Galaxy of Games(TM), Galaxy of Home Office Help(TM), Game Master Series(TM) and
Galaxy of Arcade(TM) brand names ("Galaxy Software") in order to generate
customer loyalty, encourage repeat purchases and differentiate the Galaxy
Software products to retailers and consumers.
<PAGE>   2
         This press release contains certain forward-looking statements,
including without limitation, statements regarding increasing RomTech's market
share in the value-priced category, increases in sales, earnings and
shareholder value, the launching of major promotions at certain retail stores,
and the success of RomTech's Galaxy branding strategy and Game Master Series
products.  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
cautions readers that the following important factors, among others, could
cause RomTech's actual results 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; downward pricing pressure; the timeliness
and success of developing and selling products; the acceptance by the market of
the Game Master and other Galaxy products; access to distribution channels;
consumers' continuing demand for value-priced software; competition; and
various other factors, many of which are beyond the Company's control.

Contact: Gerald W. Klein of RomTech, 215-750-6606, ext. 118.  RomTech, Inc.'s
press releases are available through CompanyNews On-Call by fax, 800-758-5804,
ext. 127319, or at Company News at http://www.prnewswire.com.




RomTech, Inc. Financial Results Table (Unaudited):

<TABLE>
<CAPTION>
       Quarter ended:                                                September 30,
       ---------------------                            -----------------------------------
                                                                1998                1997
       ------------------------------------------------------------------------------------
       <S>                                                   <C>              <C>
       Sales                                                  $2,506,200        $1,535,558

       Net income                                                409,777           166,315

       Accretion of Preferred Stock dividend                     - 0 -            (105,441)
                                                              ----------        ----------


       Net income attributable to common stock                $  409,777        $   60,874
                                                              ==========        ==========

       Weighted average shares outstanding:
               - basic                                         9,442,329         7,246,939
               - diluted                                       9,606,837         7,354,887

       Net income per share:
               - basic                                             $0.04             $0.01
                                                                   =====             =====
               - diluted                                           $0.04             $0.01
                                                                   =====             =====
</TABLE>


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