-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTw5NAz7132FPGXD0Xi5XXaMrNKpZ6QcDck56vr/HGSp8OXQr1SlI3mtm9p1zrKC zK8irWPTMIPuVeFWAT3pYw== 0001094891-99-000142.txt : 19991123 0001094891-99-000142.hdr.sgml : 19991123 ACCESSION NUMBER: 0001094891-99-000142 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION ACQUISITION CORP II CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-20837 FILM NUMBER: 99762410 BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD SUITE 1750 STREET 2: 13TH FL CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 2123911392 MAIL ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD SUITE 1750 CITY: SANTA MONICA STATE: CA ZIP: 90401 10QSB 1 QUARTERLY REPORT ON FORM 10-QSB =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended: September 30, 1999 _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-20837 Orion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 13-3863260 (State of Incorporation) (IRS Employer Identification No.) 401 Wilshire Blvd., Ste. 1020 Santa Monica, California 90402 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (310) 526-5000 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ___ As of November 21, 1999 890,000 shares of Common Stock were issued and outstanding. PART 1. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF OPERATIONS (Unaudited) October 19, Three Months Nine Months 1995 (inception) Ended Ended through September 30 September 30 September 30 1999 1998 1999 1999 ---- ---- ---- ---- Interest income 45,778 110,684 240,125 1,373,973 General and administrative expense (28,843) (18,645) (51,212) (620,453) Stock based compensation expense - - - (100,000) Interest expense - - - (57,694) (Loss) income before income taxes 16.935 92,039 188,913 595,826 Provision for income taxes (7,958) (46,417) (94,817) (314,296) -------- -------- -------- --------- Net (loss) income 8,977 46,622 94,096 281,530 ====== ====== ====== ======= Earnings per share: Basic 0.01 $0.05 0.10 0.31 ===== ===== ==== Diluted 0.01 $0.05 0.10 0.31 ===== ===== ==== ==== Weighted average common shares outstanding: Basic 890,000 890,000 890,000 890,000 ======= ========== ======= ======= Diluted 890,000 890,000 890,000 890,000 ======= ========== ======= =======
See notes to accompanying unaudited financial statements ORION ACQUISITION CORP. II (a corporation in the development stage) BALANCE SHEETS (Unaudited) September 30, December 31, 1999 1998 ---- ------ ASSETS Cash 2,139 $11,902 Restricted cash 196,121 190,383 US Treasury bills - restricted 1,932,238 8,898,239 Total Assets 2,130,498 $9,100,524 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses 172,564 71,685 Common stock, subject to possible conversion of 160,000 shares at redemption value 418,368 1,817,724 Due from Affiliate 35,000 - Stockholders' equity: Convertible preferred stock, $.01 par value, 1,000,000 shares authorized: 1 1 110 shares issued and outstanding Common stock, $.01 par value 10,000,000 Shares authorized; 890,000 shares issued and Outstanding (which includes shares subject to possible redemption) 8,900 8,900 Additional paid-in capital 1,472,503 7,232,504 Earnings accumulated during development stage 23,162 (30,290) ------ -------- Total stockholders' equity 1,504,566 7,211,115 --------- --------- Total liabilities and stockholders' equity 2,130,498 $9,100,524 ========== ==========
See notes to accompanying unaudited financial statements. ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF CASH FLOWS (Unaudited) October 19, 1995 (inception) Nine Month through Three Months Ended Ending September 30, September 30, September 30 1999 1998 1999 1999 ---- ---- ----- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ 8,977 $ 45,622 $94,096 281,530 Adjustments to reconcile net (loss) income to net cash provided by operating activities: - - - - Note discount amortization - - - 37,500 - - Stock based compensation expense - - - 100,000 - - Changes in working capital: - - - - Decrease (increase) in accrued investment - - - - Receivables - 6,230 - - Decrease in prepaids and other - - - Increase in accrued expenses 3,516 14,228 100,878 172,563 ------ ------------ Cash provided by operating activities: 12,493 66,080 194,974 591,593 ======= ============ ======== ======= CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of U.S. Treasury bills and other increases in restricted cash (7,154,509) (115,433) 6,960,263 (2,128,359) Decrease in deferred acquisitions costs 845 ------------ Cash used by investing activities 7,154,509 (114,588) 6,960,263 (2,128,359) ---------- ------------- ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Issue of units and redeemable Class B Purchase warrants, net - - 8,677,905 Issuance of unsecured promissory notes - - 100,000 Repayment of unsecured promissory notes - - (100,000) Due from Affiliate 25,000 - 35,000 35,000 Issuance of founders' shares - - 7,500 Issuance of private placement shares - - 7,500 Issuance of convertible preferred stock - - 11,000 ------------ --------- ------ Return of Capital (7,200,000) - (7,200,000) 11,000 ------------ --------- ------ Cash provided by financing activities (7,175,000) - (7,165,000) 1,539,905 ------------ ------------ ------------ --------- NET (DECREASE) INCREASE IN CASH (7,998) (48,508) (9,763) 2,139 Cash at beginning of period 10,137 114,390 2,139 0 ======= ============ ========== ======== Cash at end of period 2,139 $ 65,882 10,137 2,139 ====== ============ ======= =====
See notes to accompanying unaudited financial statements. ORION ACQUISITION CORP. II (a corporation in the development stage) NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with instructions to Form 10-QSB and do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation which were of a normal and recurring nature have been included. The results of operations for any interim period are not necessarily indicative of the results for the year. These unaudited financial statements should be read in conjunction with the financial statements and related notes included on Form 10-KSB for the year ended December 31, 1998 and period October 19, 1995 (Date of inception) to December 31, 1998. NOTE 2. INVESTMENTS At September 30, 1999 held $2,139 in cash, $196,121 in restricted cash and $1,932,238 in restricted U.S. Treasury Bills. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On July 15, 1999 the Company declared a $9.00 cash distribution per share of common stock from the escrow account established in connection with its public offering consummated in 1996. The distribution was paid July 26, 1999 to only those holders of shares of common stock sold in the public offering as of July 22, 1999. After giving effect to the cash distribution, the Company has $2,130,498 in cash, restricted cash and U.S. Treasury Bills and $207,564 in liabilities including unpaid taxes and accrued expenses. The Company held a special meeting of the shareholders to vote on two proposals. The proposal to approve the final liquidation of escrow funds to the company held at Chase Manhattan Bank N.A. to fund the ongoing operations and payment of outstanding liabilities of the Company and the proposal to change the provisions in the Company's Certificate of Incorporation to eliminate the requirement that a vote of two-thirds of the outstanding shares of the Company are required to approve a business combination, merger, consolidation or acquisition of assets were approved. Pursuant to the first resolution, the escrow was liquidated. It is management's intention to continue to operate the Company with a view to entering into a merger or business combination or to satisfy the outstanding obligations and distribute any remaining cash, if any, to the shareholders eligible to receive any further distributions. The Company anticipates that it will require financing to consummate a business combination. Currently it does not have any arrangements for financing, because it is likely that the availability of funds will depend on the nature of the transaction. Results for the three and nine month periods through September 30, 1999 and 1998, respectively, consisted of investment income earned from Treasury Bonds held in escrow less expenses associated with general and administrative overheads and due diligence activities. On May 5, 1999 and July 20, 1999, MDB Capital Group LLC lent to the Company the aggregate principal sum of $35,000. These loans are represented by unsecured promissory notes due on demand. The proceeds of these loans have been used for working capital. Each of Christopher A. Marlett, Anthony DiGiandomenico, James D. Bowyer and Dyana Williams Marlett are officers and/or directors of the Company and principals and/or employees of MDB Capital Group LLC. PART II - OTHER INFORMATION ITEM 1: Legal Proceedings On July 1, 1999 a complaint was filed in the United States District Court for the Southern District of New York (Case No. 99Civ.4782SHS) against Orion Acquisition Corp. II, Mentmore Holdings Corporation and Mentmore Holdings, Inc. and Messrs. Kramer, Remley, Hoffman, Frankel and Chess. The suit seeks damages and equitable relief for violations of Section 12(2) of the Securities Act of 1933, and Rule 419 relating to offerings of blank check companies; Section 10(b) of the Securities and Exchange Act of 1934 and SEC Rule 10b-5 promulgated thereunder; Section 7,8(a) and 36 (a) of the Investment Company Act of 1940; and for damages pursuant to certain pendent state law claims. The plaintiff in the suit is a record holder of 132,600 Redeemable Class B Warrants and a record holder of 1,400 shares of Common Stock. The Company sought and was granted an extension to answer the claim until September 4, 1999. The Company believes it has meritorious defenses and will pursue the defense of this litigation vigorously. ITEM 2: Changes in Securities None ITEM 3: Defaults Upon Senior Securities None ITEM 4: Submission of Matters to a Vote of Security Holders None ITEM 5: Other Information: None ITEM 6: Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27: Financial Data Schedule for the Quarterly Form 10-QSB (b) Reports on Form 8-K: None. 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 thereunto duly authorized. ORION ACQUISITION CORP. II Dated: November 22, 1999 By: /s/ Christopher A. Marlett -------------------------------- Christopher A. Marlett Chairman, President, and CEO EX-27 2 FINANCIAL DATA SCHEDULE
5 1 9-mos DEC-31-1999 SEP-30-1999 2,139 2,128 0 0 0 2,130,498 0 0 2,130,498 625,932 0 8,900 0 0 1,472,503 2,130,498 0 45,778 0 0 28,843 0 0 16,935 7,958 8,977 0 0 0 8,977 .01 .01
-----END PRIVACY-ENHANCED MESSAGE-----