-----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, DpksAXWhu0b9BOioXQaA2tJgb1qn4z9xTCcfUkMED96ew6a1nDzCaPJBB/WckIQO UbY3JbenKC2DUBV7/bVoOg== 0001015402-02-001980.txt : 20020522 0001015402-02-001980.hdr.sgml : 20020522 20020522143916 ACCESSION NUMBER: 0001015402-02-001980 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20020522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE PACKAGING CORP CENTRAL INDEX KEY: 0001025771 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 931216127 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-21609 FILM NUMBER: 02659745 BUSINESS ADDRESS: STREET 1: 26 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 2550 NW NICOLAI STREET CITY: PORTLAND STATE: OR ZIP: 97210 10KSB 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 Commission File Number 0-21609 CHASE PACKAGING CORPORATION (Exact name of registrant as specified in its charter) Texas 93-1216127 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) c/o Ann W. Green 26 Broadway, 8th Floor New York, NY 10004 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-510-0686 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 ------------------ par value (Title of Class) - --------- 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 --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrants' knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] Issuers revenues for the most recent fiscal year - $ N/A ------ The aggregate market value of voting stock held by non-affiliates of the registrant as of December 31, 1999 was $ N/A - ------ Indicate by check mark whether the registrant has filed all documents and reports required 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 X N --- --- As of December 31, 2000, the registrant had outstanding 7,002,964 shares of Common Stock ($.10 par value) PART I ITEM 1. BUSINESS. Chase Packaging Corporation ("Chase" or the "Company"), is a Texas corporation which was engaged in the specialty packaging business, primarily as a supplier of packaging products to the agricultural industry. During 1997, the Company commenced an orderly liquidation of its assets as described below. HISTORY Chase Packaging Corporation (the "Company") was established in July of 1993 as a wholly owned subsidiary of TGC Industries, Inc. ("TGC") of Plano, Texas. On July 30, 1993, the Company purchased certain assets of Union Camp Corporation's Chase Packaging division ("Chase Bag"), for a purchase price of approximately $6.14 million. The assets purchased included substantially all of the business of weaving and constructing Saxolin (R) paper mesh and polypropylene plastic mesh bagging material for agricultural and industrial applications and substantially all of the properties related to Chase Bag. The properties acquired by Chase consisted of Union Camp's plant facilities located in Portland, Oregon, and Idaho Falls, Idaho, and all machinery, equipment, and inventories connected with these facilities. The Company had experienced losses for the past years, and the Company's secured lender decided not to renew the Company's operating line of credit. The Company's Board of Directors therefore determined that it was in the best interest of the Company and all of its creditors to liquidate in an orderly fashion. Effective July 21, 1997, the Company sold its operations at Idaho Falls, Idaho, to Lockwood Packing Corporation ("Lockwood"), as a going concern. The assets sold included substantially all of the Company's equipment, furniture, fixtures, and other assets located in the Idaho Falls, Idaho facility for a total of $75,000. In addition, the Company sold inventory from the Idaho Falls operation to Lockwood for $255,000. The proceeds from these sales were used to pay down the Company's loan balance with its bank. On July 25, 1997, the Company notified its creditors by mail that the Company would begin an orderly liquidation of all of its remaining assets outside of a formal bankruptcy or receivership proceeding in a manner which was intended to maximize the asset values. The Company retained the firm of Edward Hostmann, Inc. to assist the Company in such liquidation. The Board of Directors is currently devoting its efforts to establishing a new business and accordingly, the Company is being treated as a development stage company, in accordance with Statement of Financial Accounting Standards No. 7, effective January 1, 1999. ITEM 2. DESCRIPTION OF PROPERTY. None. ITEM 3. LEGAL PROCEEDINGS. None. 2 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted by the Company during the fourth quarter of the fiscal year ended December 31, 2000 to a vote of the Company's security holders, through the solicitation of proxies or otherwise. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The Company's Common Stock was eligible to commence trading under the symbol "CPKA" on March 10, 1997 and the first trade occurred on March 10, 1997, at $.04 per share. The number of shareholders of record as of December 31, 2000 was not known. As a result of the events detailed above, the Company's equity securities trade on an extremely limited basis. ITEM 6. MANAGEMENT'S PLAN OF OPERATIONS: The Company has experienced cash losses for the past years in spite of numerous infusions of working capital and an aggressive program of inventory and expense reduction. During 1997, the Board of Directors determined that an orderly liquidation was in the best interest of the Company and all of its creditors and retained the firm of Edward Hostmann, Inc. to assist the Company in such liquidation. Accordingly, the Company ceased all operations with the close of business on June 30, 1997 As part of the liquidation process, effective July 21, 1997, the Company sold most of its assets in Idaho Falls, Idaho (excluding real estate) to Lockwood Packaging Corporation for $330,000. The Company also sold the Idaho Falls real estate (land and building). During July and August of 1997 Chase sold most of its inventory in Portland to other packaging companies. The Company also sold its band label extruder for $125,000 with remaining inventory and machinery and equipment sold at an August 14 auction for gross proceeds of approximately $340,000. As of December 31, 1997, the Company had completed the liquidation of all of its assets. Effective January 1, 1999, the Board of Directors has been devoting its efforts to establishing a new business and accordingly, the Company is being treated as a development stage company, in accordance with Statement of Financial Accounting Standards No. 7, as of that date. The Company continues to pay for minor administrative expenses and is generating interest income on its remaining cash balance As a result of the liquidation completed in 1997, the Company's cash balance as of December 31, 2000 was $7,168. 3 ITEM 7. FINANCIAL STATEMENTS. CHASE PACKAGING CORPORATION --------------------------- FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 ---------------------------------------------- - INDEX TO FINANCIAL STATEMENTS - PAGE(S) ------- Independent Auditors' Report F-2 Financial Statements: Balance sheets F-3 Statements of Operations F-4 Statements of Shareholders' Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements. F-7 F-1 INDEPENDENT AUDITORS' REPORT To The Shareholders Chase Packaging Corporation We have audited the balance sheets of Chase Packaging Corporation (A Development Stage Company) as of December 31, 2000 and 1999 and the related statement of operations for the periods then ended. In addition, we have audited the statements of shareholders' equity (deficit) and cash flows for the period from January 1, 1999 to December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chase Packaging Corporation as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. ---------------------------- LAZAR LEVINE & FELIX LLP New York, New York March 18, 2002 F-2
CHASE PACKAGING CORPORATION --------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- BALANCE SHEETS -------------- AS OF DECEMBER 31, 2000 AND 1999 -------------------------------- 2000 1999 ------------ ------------ - ASSETS - CURRENT ASSETS: Cash and cash equivalents $ 7,168 $ 13,559 ------------ ------------ TOTAL ASSETS $ 7,168 $ 13,559 ============ ============ - LIABILITIES AND SHAREHOLDERS' (DEFICIT) - CURRENT LIABILITIES: Accrued expenses $ 25,187 $ 30,687 ------------ ------------ TOTAL CURRENT LIABILITIES 25,187 30,687 ------------ ------------ COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' (DEFICIT): Preferred stock $1.00 par value; 4,000,000 shares authorized - - Common stock $.10 par value, 25,000,000 shares authorized, 7,002,964 700,296 700,296 shares issued and outstanding Additional paid-in capital 2,914,207 2,914,207 Accumulated deficit (3,626,121) (3,626,121) Deficit accumulated during the development stage (6,401) (5,510) ------------ ------------ (18,019) (17,128) ------------ ------------ $ 7,168 $ 13,559 ============ ============
See notes to financial statements F-3
CHASE PACKAGING CORPORATION --------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- STATEMENTS OF OPERATIONS ------------------------ CUMULATIVE DURING THE FOR THE YEAR ENDED DEVELOPMENT STAGE DECEMBER 31, (JANUARY 1, 1999 TO ----------------- DECEMBER 31, 2000 2000 1999 ------------------- ------- -------- NET SALES $ - $ - $ - COSTS AND EXPENSES: General and administrative expense 7,146 1,636 5,510 Interest income (745) (745) - --------- ------- -------- 6,401 891 5,510 LOSS BEFORE INCOME TAXES (6,401) (891) (5,510) Provision for income taxes - - - --------- ------- -------- NET LOSS $ (6,401) $ (891) $(5,510) ========= ======= ======== LOSS PER SHARE $ - $ - $ - ========= ======= ========
See notes to financial statements F-4
CHASE PACKAGING CORPORATION --------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- STATEMENT OF STOCKHOLDERS' DEFICIT ---------------------------------- COMMON STOCK ------------------- DEFICIT ACCUMULATED ADDITIONAL DURING THE PAID-IN ACCUMULATED DEVELOPMENT SHARES AMOUNT CAPITAL DEFICIT STAGE TOTAL --------- -------- ---------- ------------ -------- --------- Balance at January 1, 1999 7,002,964 $700,296 $2,914,207 $(3,626,121) $ - $(11,618) Net loss for the year ended December 31, 1999 - - - - (5,510) (5,510) --------- -------- ---------- ------------ -------- --------- Balance at December 31, 1999 7,002,964 700,296 2,914,207 (3,626,121) (5,510) (17,128) NET LOSS FOR THE YEAR ENDED DECEMBER 31, 2000 - - - - (891) (891) --------- -------- ---------- ------------ -------- --------- BALANCE AT DECEMBER 31, 2000 7,002,964 $700,296 $2,914,207 $(3,626,121) $(6,401) $(18,019) ========= ======== ========== ============ ======== =========
See notes to financial statements. F-5
CHASE PACKAGING CORPORATION --------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- STATEMENTS OF CASH FLOWS ------------------------ CUMULATIVE DURING THE FOR THE YEAR ENDED DEVELOPMENT STAGE DECEMBER 31, (JANUARY 1, 1999 TO ------------------ DECEMBER 31, 2000) 2000 1999 ------------------- -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (6,401) $ (891) $(5,510) CHANGE IN ASSETS AND LIABILITIES: Accounts payable 1,908 (5,500) 7,408 --------- -------- -------- NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (4,493) (6,391) 1,898 CASH FLOWS FROM INVESTING ACTIVITIES - - - CASH FLOWS FROM FINANCING ACTIVITIES - - - --------- -------- -------- NET (DECREASE) INCREASE IN CASH EQUIVALENTS (4,493) (6,391) 1,898 Cash and cash equivalents, at beginning of year 11,661 13,559 11,661 --------- -------- -------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 7,168 $ 7,168 $13,559 ========= ======== ========
See notes to financial statements. F-6 CHASE PACKAGING CORPORATION --------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 2000 AND 1999 -------------------------- NOTE 1 - DESCRIPTION OF COMPANY: Chase Packaging Corporation ("the Company"), a Texas Corporation, manufactured woven paper mesh for industrial applications, polypropylene mesh fabric bags for agricultural use and distributed agricultural packaging manufactured by other companies. The company was a wholly-owned subsidiary of TGC Industries, Inc. (TGC) through July 31, 1996. The Company had experienced losses for the past years, and the Company's secured lender decided not to renew the Company's operating line of credit. As a result, the Company's Board of Directors determined that it was in the best interest of the Company and all of its creditors to liquidate in an orderly fashion. On June 25, 1997, the Company announced to employees and creditors that it would begin an orderly liquidation of all its assets beginning at the close of business on June 30, 1997. On July 25, 1997, the Company notified its creditors by mail that it would commence with an orderly liquidation of all its remaining assets outside of a formal bankruptcy or receivership proceeding in a manner intended to maximize asset values. Liquidation of the Company's assets was completed as of December 31, 1997. The Board of Directors began devoting its efforts to establishing a new business and accordingly, the Company is being treated as a development stage company, in accordance with Statement of Financial Accounting Standards No. 7, effective January 1, 1999. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The Company's accounting policies are in accordance with accounting policies generally accepted in the United States of America. Outlined below are those policies which are considered particularly significant. (a) USE OF ESTIMATES: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (b) LOSS PER COMMON SHARE: Loss per common share before and after extraordinary gain were calculated by dividing the net loss by the number of shares outstanding. F-7 CHASE PACKAGING CORPORATION --------------------------- (A DEVELOPMENT STAGE COMPANY) ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 2000 AND 1999 -------------------------- NOTE 3 - INCOME TAXES:
2000 1999 ------------ ------------ Deferred tax assets and liabilities consist of the following: DEFERRED TAX ASSETS: Net operating loss carry forwards $ 1,120,000 $ 1,120,000 Less valuation allowance (1,120,000) (1,120,000) ------------ ------------ $ - $ - ============ ============
At December 31, 2000, Chase had approximately $3,300,000 of net operating loss carry forwards ("NOL's") available which expires in years beginning in 2011. The benefits of these NOL's may be substantially reduced in the future if the Company is successful in establishing a new business. F-8 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS. The Board of Directors of the Company consists of three persons who will serve until the next annual meeting of shareholders of the Company. The following table sets forth certain information concerning the individuals serving as Directors of the Company:
Name and Age Date Since Business Experience and Other Directorships Which Continuously a Director of the Company Allen T. McInnes, 62 1993 Chairman of the Board of TGC Industries,Inc. since 1993 and Chief Executive Officer from August, 1993 to March 31, 1996;Executive Vice President and Director of Tenneco, Inc. 1960-1992; Director of TETRA Technologies since April 1, 1996 and President and CEO from April 1, 1996 to June 2001. Herbert M. Gardner, 61 2001 Senior Vice President of Janney Montgomery Scott, Inc investment bankers, since 1978; Director of TGC Industries, since 1986; Chairman of the Board and a Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 1979 and President since 1992; Director of Nu Horizons Electronics Corp., an electronic component distributor; Director of iDine Rewards Network Inc., (formerly Transmedia Network, Inc.,) a leader in the development and marketing of transaction-based dining and other consumer savings programs; Director of Hirsch International Corp., an importer of computerized embroidery machine application software; Director of Co-Active Marketing Group, Inc., a marketing and sales promotion company; Director of Rumson-Fair Haven Bank and Trust Company, a New Jersey state independent, commercial bank and trust company. William J. Barrett, 61 2001 Senior Vice President of Janney Montgomery Scott Inc., investment bankers, since 1978; Secretary of TGC Industries, Inc. since 1979 and a Director of TGC Industries, Inc. since 1986; Secretary, Assistant Treasurer, and a Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 1979; Chairman of the Board of Rumson-Fair Haven Bank and Trust Company, a New Jersey state independent, commercial bank and trust company
Unaffiliated Directors of the Company are not paid fees, but will be reimbursed for expenses in connection with meetings of the Board of Directors attended by them. 4 EXECUTIVE OFFICERS The following table sets forth certain information concerning the persons who serve as executive officers of the Company, and will continue to serve in such positions, as the discretion of the Board of Directors. For those persons who are also Directors of the Company, additional information appears above. Name Age Position Allen T. McInnes 62 President, Chairman COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. To the best of the Company's knowledge all directors, executive officers, and beneficial owners have complied with the requirements of Section 16(a) of the Exchange Act. ITEM 10. EXECUTIVE COMPENSATION. No compensation has been paid by the Company to any officer during the past 3 years. 1996 STOCK OPTION PLAN On July 10, 1996, the Company's Board of Directors and sole shareholder approved and adopted the Company's 1996 Stock Option Plan. The 1996 Stock Option Plan will terminate on July 10, 2006, or on such earlier date as the Board of Directors may determine. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth the names of those persons known to Management to be beneficial owners of more than five percent of the Company's $.10 par value Common Stock as of March 12, 1997. The table also sets forth information with respect to the Company's Common Stock which is beneficially owned by each director and executive officer of the Company, and by all directors and officers of the Company as a group, as of March 12, 1997 (including shares beneficially owned by such persons, pursuant to the rules of beneficial ownership, as a result of the ownership of certain warrants or options) according to data furnished by the persons named. Persons having direct beneficial ownership of the Company's Common Stock possess the sole voting and dispositive power in regard to such stock.
Name and address Title of Class Amount and Nature of Approximate Percentage Beneficial Owner of Class (1) Allen T. McInnes Common 816,143 11.65% Herbert J. Gardner Common 400,645 (2) 5.72% William J. Barrett Common 536,455 (3) 7.66% Special Situations Funds (4) Common 789,165 11.27% 153 E. 53rd Street, 51st Fl. New York, NY 10022 All directors & officers as a group Common 1,753,243 25.03% (3 persons)
4 (1) The percentage calculations have been made in accordance with Rule 13d- 3(d) (1) promulgated under the Securities Exchange Act of 1934. (2) Excludes 48,590 shares of Common Stock owned by Herbert M. Gardner's wife. Mr. Gardner has disclaimed beneficial ownership of these shares. (3) Excludes 62,970 shares of Common Stock owned by William J. Barrett's wife. Mr. Barrett has disclaimed beneficial ownership of these shares. (4) MGP Advisors Limited Partnership ("MGP") is the general partner of Special Situations Funds ("Special Situations"). AWM Investment Company, Inc. ("AWM") is the sole general partner of MGP. Austin W. Marxe is the principal limited partner of MGP and is the President and Chief Executive Officer of AWM. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. To the best of the Company's knowledge there have been no transactions with management or other related parties to which the Company has been a party. PART IV ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K (a) 1. FINANCIAL STATEMENTS Financial Statements of the Registrant (Included in Part II, Item 7) 2. EXHIBITS None (b) REPORTS ON FORM 8-K None 5 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHASE PACKAGING CORPORATION Date: May 6, 2002 By: ------------------------------------------ Ann W. Green Assistant Secretary Principal Financial and Accounting Officer 6 -----END PRIVACY-ENHANCED MESSAGE-----