-----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, P/oFambWEWilUa6o1TNN6is8QM1eqDylGKxGIlWhGZBNLxdoYMcj4xUMtIllO2t0 rFyPPV4/T3iwaGlVC+o1vA== 0001005477-97-000790.txt : 19970318 0001005477-97-000790.hdr.sgml : 19970318 ACCESSION NUMBER: 0001005477-97-000790 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970131 FILED AS OF DATE: 19970317 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITY FIRST ACQUISITION CORP CENTRAL INDEX KEY: 0001021435 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133899021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21683 FILM NUMBER: 97557339 BUSINESS ADDRESS: STREET 1: 245 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126964282 MAIL ADDRESS: STREET 1: 245 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 10-Q 1 FORM 10-Q United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 1997 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-21683 Unity First Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 13-3899021 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 245 Fifth Avenue, Suite 1500 New York, New York 10016 (Address of principal executive offices) (Zip Code) (212) 696-4282 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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. |X| Yes |_| No Applicable Only to Issuers Involved in Bankruptcy Proceeding During the Preceding Five Years: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. |_| Yes |_| No Applicable Only to Corporate Issuers: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 1,625,125 shares of Common Stock at March 17, 1997 PART I - FINANCIAL INFORMATION Item 1. Financial Statements The condensed financial statements included herein have been prepared by Unity First Acquisition Corp. (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, the Company believes that the disclosures made herein are adequate to make the information presented not misleading. 2 UNITY FIRST ACQUISITION CORP. (a development stage entity) BALANCE SHEETS ================================================================================ ASSETS July 31, January 31, 1997 1996 ----------- --------- (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 407,654 $ 563 Restricted cash and investments 6,071,041 -- ----------- --------- 6,478,695 563 DEFERRED REGISTRATION COSTS -- 250,000 ----------- --------- TOTAL ASSETS $ 6,478,695 $ 250,563 =========== ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accrued expenses $ 102,529 $ 225,000 Advances from affiliate -- 40,500 ----------- --------- TOTAL CURRENT LIABILITIES 102,529 265,500 ----------- --------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY (DEFICIT): Preferred stock, $.01 par value, 5,000 shares authorized, no shares issued or outstanding -- -- Common stock, $.0001 par value, 249,875 shares subject to possible conversion, at conversion value 1,201,899 -- Common stock, $.0001 par value, 20,000,000 shares authorized, 1,625,125 and 625,000 shares issued and outstanding (excluding 249,875 shares subject to possible conversion) 163 63 Additional paid-in capital 5,200,113 -- Deficit accumulated during the development stage (26,009) (15,000) ----------- --------- TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 6,376,166 (14,937) ----------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 6,478,695 $ 250,563 =========== ========= See Selected Notes to Financial Statements 3 UNITY FIRST ACQUISITION CORP. (a development stage entity) STATEMENTS OF OPERATIONS (UNAUDITED) ================================================================================ For The For The Cumulative Six Months Ended Three Months Ended Amounts January 31, 1997 January 31, 1997 from Inception ---------------- ---------------- -------------- REVENUES $ -- $ -- $ -- ---------- ---------- ---------- EXPENSES: General and administrative 78,707 56,207 93,707 ---------- ---------- ---------- OTHER INCOME: Interest and dividends 67,698 67,698 67,698 ---------- ---------- ---------- NET INCOME (LOSS) $ (11,009) $ 11,491 $ (26,009) ========== ========== ========== NET INCOME (LOSS) PER COMMON SHARE $ (.01) $ .01 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 871,527 1,118,056 ========== ========== See Selected Notes to Financial Statements 4 UNITY FIRST ACQUISITION CORP. (a development stage entity) STATEMENTS OF CASH FLOWS (UNAUDITED) ================================================================================ For The Six Months Cumulative Ended Amounts January 31, 1997 from Inception ---------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (11,009) $ (26,009) CHANGES IN CERTAIN ASSETS AND LIABILITIES: Increase in accrued expenses 127,529 102,529 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 116,520 76,520 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 6,402,112 6,402,175 Advances from affiliate 55,417 95,917 Repayment to affiliate (95,917) (95,917) ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 6,361,612 6,402,175 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: (Increase) in restricted cash and investments (6,071,041) (6,071,041) ----------- ----------- NET CASH (USED IN) INVESTING ACTIVITIES (6,071,041) (6,071,041) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 407,091 407,654 CASH AND CASH EQUIVALENTS, beginning of period 563 -- ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 407,654 $ 407,654 =========== =========== See Selected Notes to Financial Statements 5 UNITY FIRST ACQUISITION CORP. (a development stage entity) STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD MAY 30, 1996 (DATE OF INCEPTION) THROUGH JULY 31, 1996 AND THE SIX MONTHS ENDED JANUARY 31, 1997 (UNAUDITED) ================================================================================
Common stock subject to Deficit possible Common Stock Additional Accumulated During conversion ------------------------- Paid-In the Development (249,875 shares) Shares Par Value Capital Stage Total ---------------- ------------ --------- ---------- ------------------ ----------- Issuance of stock to original founders for cash, at par value $ -- 625,000 $ 63 $ -- $ -- $ 63 Net loss for the period May 30, 1996 (date of inception) through July 31, 1996 -- -- -- -- (15,000) (15,000) ----------- ----------- ----------- ----------- ----------- ----------- Balance, July 31, 1996 -- 625,000 63 -- (15,000) (14,937) Issuance of units to public 1,201,899 1,000,125 100 5,200,113 -- 6,402,112 Net loss for the period ended January 31, 1997 (unaudited) -- -- -- -- (11,009) (11,009) ----------- ----------- ----------- ----------- ----------- ----------- Balance, January 31, 1997 (unaudited) $ 1,201,899 1,625,125 $ 163 $ 5,200,113 $ (26,009) $ 6,376,166 =========== =========== =========== =========== =========== ===========
See Selected Notes to Financial Statements 6 UNITY FIRST ACQUISITION CORP. (a development stage entity) SELECTED NOTES TO FINANCIAL STATEMENTS ================================================================================ NOTE 1 - FINANCIAL STATEMENTS The financial statements have been prepared by Unity First Acquisition Corp. ("the Company"), without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at January 31, 1997 and for all periods presented have been made. The results of operations for the period ended January 31, 1997 are not necessarily indicative of the operating results for a full year. Certain information and footnote disclosures prepared in accordance with general accepted accounting principles and normally included in the financial statements have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes included in the Company's Registration Statement on Form S-1 (File No. 333-11165). NOTE 2 - ORGANIZATION AND OPERATIONS The Company was incorporated in the State of Delaware on May 30, 1996 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other similar business combination (a "Business Combination"). The Company is currently in the development stage. All activity of the Company to date relates to its formation, fund-raising, and search to effect a Business Combination. NOTE 3 - OFFERING OF SECURITIES On November 12, 1996, the Company completed its initial public offering (the "Offering") consisting of the sale of 1,250,000 units (the "Units"). Each Unit consists of one share of the Company's Common Stock ("Common Stock"), $.0001 par value, one Class A Redeemable Warrant (the "A Warrants") and one Class B Redeemable Warrant (the "B Warrants"). Each A Warrant and B Warrant entitles the holder to purchase from the Company one share of Common Stock at an exercise price of $5.50 and $7.50, respectively, commencing on the later of a Business Combination or November 12, 1997. The A Warrants and B Warrants are redeemable, each as a class, in whole and not in part, at the option of the Company and with the consent of the Underwriter upon 30 days notice at any time after the Warrants become exercisable, only in the event that the reported high bid price of the Common Stock is at least $8.50 per share for the 20 consecutive trading days immediately prior to notice of redemption, at a price of $.05 per A Warrant or B Warrant. The Warrants are immediately separable and transferable. In connection with the Offering, the Company granted the managing underwriter (the "Underwriter") an option, exercisable within 45 business days from November 12, 1996, to purchase up to 187,500 additional Units at $6.00 per unit. This option, which was solely for the purpose of covering over-allotments, was not exercised by the Underwriter either in whole or in part prior to its expiration date. None of the A and B Warrants have been exercised through January 31, 1997. 7 UNITY FIRST ACQUISITION CORP. (a development stage entity) SELECTED NOTES TO FINANCIAL STATEMENTS ================================================================================ NOTE 3 - OFFERING OF SECURITIES (Cont'd.) Net proceeds of the Offering to the Company including the purchase of warrants by the Underwriter, discussed below, were $6,402,112, after deducting related expenses. Ninety percent (90%) of the net proceeds are held in an interest bearing Trust Fund until the earlier of (i) written notification by the Company of its need for all or substantially all of the net proceeds for the purpose of implementing or facilitating the implementation of a Business Combination or (ii) the liquidation of the Company. In the event that the Company does not effect a Business Combination within eighteen months from the date of the Offering, the Company will be dissolved and the Company will distribute to all Public Stockholders in proportion to their respective equity interests in the Company, an aggregate sum equal to the Company's book value, calculated as of the approval date of such proposal. In this regard, the Company's Initial Stockholders, including all of the officers and directors of the Company, have agreed to waive their respective rights to participate in any such liquidation distribution. All of the Company's Initial Stockholders, including all of the officers and directors of the Company, have agreed to vote their respective shares of Common Stock in accordance with the vote of the majority of all non-affiliated future stockholders of the Company with respect to a Business Combination. In addition, the Common Stock owned by all of the executive officers and directors of the Company, their affiliates and by all persons owning 5% or more of the currently outstanding share of Common Stock was placed in escrow until the earlier of (i) the occurrence of a Business Combination or (ii) 18 months from the date of the Offering. During the escrow period, such stockholders are not able to sell or otherwise transfer their respective shares of Common Stock, but will retain all other rights as stockholders of the Company, including, without limitation, the right to vote such shares of Common Stock. In connection with the Offering, the Company sold to the Underwriter and its designees, for $100, warrants (the "Underwriter's Warrants") to purchase up to 125,000 Units at an exercise price of $6.60 per Unit. The Underwriter's Warrants will be exercisable for a period of five years commencing on November 12, 1996. The Underwriter's Warrants are not redeemable and have not been exercised. NOTE 4 - RESTRICTED CASH AND INVESTMENTS The Company, pursuant to the terms of its initial public offering ("the Offering"), placed $6,007,500 as of November 19, 1996, in a trust account which was primarily invested in a short-term U.S. Government Security. These funds are subject to release upon the earlier of (i) written notification by the Company of its need for all or substantially all of the net proceeds for the purpose of implementing or facilitating the implementation of a Business Combination or (ii) the liquidation of the Company. 8 UNITY FIRST ACQUISITION CORP. (a development stage entity) SELECTED NOTES TO FINANCIAL STATEMENTS ================================================================================ Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Unity First Acquisition Corp. (the "Company") was incorporated in May 1996 for the purpose of raising money to fund a vehicle to effect a Business Combination with an operating business. On November 12, 1996 the Company's Registration Statement covering 1,250,000 Units was declared effective by the Securities and Exchange Commission. Each Unit consists of one share of the Company's Common Stock, one Class A Redeemable Warrant and one Class B Redeemable Warrant (hereafter the "Units"). The Company, after the offering, had net proceeds of approximately $6,402,000. Approximately $6,007,500 was invested in an interest bearing Trust Fund at The Bank of New York and the balance at the same banking institution in checking and money market accounts. For the six months ended January 31, 1997 the Company had net a loss of $11,009 attributable to operating expenses of $78,707, consisting primarily of management and professional fees, offset by interest income of $67,698. 9 PART III - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (A) Exhibits (i) Financial Data Schedule (Exhibit 27) (B) Reports on Form 8-K (i) November 18, 1996; Item 5. 9 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. UNITY FIRST ACQUISITION CORP. (registrant) Dated: March 17, 1997 By:/s/ Lawrence Burstein ------------------------------ Lawrence Burstein President (Principal Executive Officer) By:/s/ Norman Leben ------------------------------ Norman Leben Secretary (Principal Financial and Accounting Officer) 10 EX-27 2 FINANCIAL DATA SCHEDULE
5 6-MOS JUL-31-1997 JAN-31-1997 407,654 0 0 0 0 6,478,695 0 0 6,478,695 102,529 0 0 0 163 6,376,003 6,748,695 0 0 0 0 78,707 0 0 (11,009) 0 (11,009) 0 0 0 (11,009) (.01) (.01)
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