ROM TECH INC
8-K, 1998-04-29
PREPACKAGED SOFTWARE
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<PAGE>

                       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): April 9, 1998
                                                           -------------


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


Pennsylvania                            0-27102                  23-2694937
- ------------                            -------                  ----------
(State of other jurisdiction    (Commission File Number)       (IRS Employer
 of incorporation)                                           Identification No.)



2000 Cabot Blvd. West, Suite 110, Langhorne, PA               19047-1833
- -----------------------------------------------               ----------
(Address of principal executive offices)                      (Zip Code)


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


                    -----------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>


Item 5. Other Events.

        On April 9, 1998, RomTech, Inc. (the "Company") issued a press release
announcing the Company's unaudited results for the third quarter ended March 31,
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 April 9, 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
                                                 ----------------------------
                                                 Joseph A. Falsetti, Chairman
                                                 and Chief Executive Officer

Dated: April 29, 1998


<PAGE>
                                                                    EXHIBIT 99.1

                    ROMTECH ANNOUNCES THIRD QUARTER REVENUES
                        JUMPED 296% COMPARED TO YEAR AGO

                - Earns $0.06 Per Share Versus A Loss Of $(0.12)

         LANGHORNE, Pa., Apr. 9, 1998 /PRNewswire/ -- RomTech, Inc. (Nasdaq:
ROMT) today announced unaudited results for the third quarter and nine months
ended March 31, 1998.

         Revenues for the quarter ended March 31, 1998 were $2,954,000 versus
revenues of $746,000, for the same period a year ago, an increase of 296%. Net
income and net income per share for the current period were $607,000 and $0.06
versus a net loss of $(773,000) or $(0.12) per share for the three months ended
March 31, 1997.

         Revenues for the nine months ended March 31, 1998 were $7,345,000
versus $2,876,000 for the comparable year ago period, a 155% increase. Net
income for the period was $1,269,000 or $0.13 per share versus a loss of
$(1,916,000) or $(0.30) per share for the nine months ended March 31, 1997.

         Joseph A. Falsetti, Chief Executive Officer of RomTech, said, "The
third quarter was another record quarter. Third quarter results exceeded our
expectations due to the continuing success of the Galaxy Series branding
strategy, the strong retail sell-through results and the success of promotional
opportunities at Kmart, Target Stores and Best Buy. Our challenge in the final
quarter of fiscal 1998 is to build upon the retail sell-through momentum we are
currently enjoying in anticipation of maintaining the momentum in fiscal 1999.
As we continue gaining market share in the value line category we will realize
greater distribution of our products and more promotional opportunities in
leading retail store chains." Mr. Falsetti also stated, "Galaxy Online(TM) was
launched during the quarter and we expect it will be a key part of continuing
our success in fiscal 1999. Galaxy Online provides buyers of certain RomTech's
Galaxy of Games(TM) titles access to unlimited free internet game play. Three
new Galaxy Online game titles will be released for retail sales during the
fiscal 1998 fourth quarter. These titles enable unlimited online game play on
RomTech's proprietary server. The growing success of the Galaxy Series branding
strategy should position Galaxy Online to realize a significant share of the
online games market growth."

          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 GameMaster(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
fourth quarter ending June 30, 1998, 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 cautions readers that the following important
factors, among others, could affect RomTech's actual results and could cause
RomTech's actual results for the fourth quarter ending June 30, 1998 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.


<PAGE>



        Contact: Joseph A. Falsetti of RomTech, 215-750-6606, ext. 114 or 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
http:/www.prnewswire.com.


RomTech, Inc. Financial Results Table (Unaudited):
<TABLE>
<CAPTION>

              Quarters ended:                                                        March 31,
              ---------------                                            ----------------------------------
                                                                                 1998              1997
              ---------------------------------------------------------------------------------------------
              <S>                                                            <C>              <C>    
              Revenues                                                       $2,954,000       $   746,000

              Net income (loss)                                              $  607,000       $  (631,000)

              Accretion of Preferred Stock dividend                              -0-             (142,000)

              Net income (loss) attributable to common stock                 $  607,000       $  (773,000)
                                                                             ==========         ==========

              Weighted average shares outstanding:
                       - basic                                                9,284,000         6,417,000
                       - diluted                                              9,834,000         6,417,000
              Net income (loss) per share:
                       - basic                                                    $0.07            $(0.12)
                                                                                  =====            =======
                       - diluted                                                  $0.06            $(0.12)
                                                                                  =====            =======


              Nine months ended:                                                     March 31,
              ------------------                                         ---------------------------------
                                                                                 1998              1997
              --------------------------------------------------------------------------------------------

              Revenues                                                       $7,345,000       $ 2,876,000

              Net income (loss)                                              $1,387,000       $(1,688,000)

              Accretion of Preferred Stock dividend                            (118,000)         (228,000)
                                                                              ----------        ---------

              Net income (loss) attributable to common stock                 $1,269,000       $(1,916,000)
                                                                              ==========      ===========

              Weighted average shares outstanding:
                       -     basic                                            8,499,000         6,329,000
                       -     diluted                                          9,619,000         6,329,000
              Net income (loss) per share:
                       -     basic                                                $0.15           $(0.30)
                                                                                  =====           =======
                       -     diluted                                              $0.13           $(0.30)
                                                                                  =====           =======


</TABLE>


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