-----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, HD2EtD/QUXt6zt6vSKNWwdAzxDd/7jjfsK4DFAQtXxnw1ePzx+ot2OFq0g2cIRhl g1uEbd6oKb9tfLeur70R6g== 0001084296-99-000011.txt : 19991111 0001084296-99-000011.hdr.sgml : 19991111 ACCESSION NUMBER: 0001084296-99-000011 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CARD TECHNOLOGY INC CENTRAL INDEX KEY: 0001029916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 061403123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 333-21013 FILM NUMBER: 99745424 BUSINESS ADDRESS: STREET 1: 1355 TERRELL MILL ROAD STREET 2: BUILDING 1462, SUITE 200 CITY: MARIETTA STATE: GA ZIP: 30067 BUSINESS PHONE: 7709512284 10QSB 1 FORM 10QSB QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 1999 Commission file No. __________ AMERICAN CARD TECHNOLOGY, INC. (Name of small business issuer as specified in its charter) Delaware 06-1403123 (State of incorporation) (IRS Employer Identification No.) 1355 Terrell Mill Road, Building 1462, Suite 200, Marietta, Georgia 30067 (Address of principal executive offices including zip code) Issuer's telephone number: (770) 951-2284 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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__ The number of issuer's shares of Common Stock outstanding as of September 30, 1999 was 3,901,136 Transitional Small Business Disclosure Form (check one): Yes __ No _X_ PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS American Card Technology, Inc. (a development stage company) Balance Sheet Assets
Unaudited September 30,1999 December 31,1998 ----------------- - ---------------- Current Cash $ 144,227 $ 137,130 Accounts receivable 34,825 169,505 Inventory 49,570 151,703 Prepaid expenses and other current assets 39,710 10,533 ----------- ------- Total current assets 268,332 468,871 Equipment, net 106,452 93,681 Other assets: Software development costs, net 56,674 113,348 Deferred registration and debt costs 662,717 662,717 Other 5,071 7,820 ----------- - ----------- $ 1,099,246 $ 1,346,437 ----------- - ----------- Liabilities and Stockholders' Deficit Current: Accounts payable $ 678,187 $ 806,439 Accrued interest expense 707,523 525,984 Accrued salary and benefits 927,212 727,164 Other accrued expenses 70,000 52,000 Deferred revenue 112,000 196,547 Notes payable to banks 700,000 600,000 ---------- - ---------- Total current liabilities 3,194,922 2,908,134 Notes payable to stockholders 309,361 309,361 Bridge financing notes payable 925,000 925,000 Notes payable 1,905,000 780,000 ---------- - ---------- Total liabilities 6,334,283 4,922,495 ---------- - ---------- Commitments and contingencies - - Stockholders' deficit : Preferred stock, $.001 par value - shares authorized 1,000,000; none issued Common stock, $.001 par value - shares authorized 20,000,000; issued and outstanding 3,901,136 3,901 3,901 Additional paid-in capital 5,352,925 5,352,925 Accumulated deficit during the development stage (10,591,863) (8,932,884) ---------- - ---------- Total stockholders' deficit (5,235,037) (3,576,058) ---------- - ---------- $ 1,099,246 $ 1,346,437 ---------- - ---------- See accompanying notes to financial statements.
American Card Technology, Inc. (a development stage company) Statements of Operations
Unaudited Three Months Ended --------------------------------- September 30,1999 September 30,1998 ----------------- ----------------- Revenues $ 58,474 $ 115,035 Costs of sales 42,924 86,859 ---------- ---------- Gross profit (loss) 15,550 28,176 ---------- ---------- Expenses General and administrative 273,979 284,884 Write -off of license fee - - Research development 166,799 194,000 Interest and financing costs, net 101,884 518,093 ---------- ---------- 542,662 996,977 ---------- ---------- Net loss $ (527,112) $ ( 968,801) ---------- ---------- Basic and diluted loss per share $ (0.14) $ (0.25) Weighted average number of shares outstanding 3,901,136 3,901,136 See accompanying notes to financial statements.
American Card Technology, Inc. (a development stage company) Statements of Operations
Unaudited Unaudited Period from Nine Months Ended June 21,1994 (inception) to September 30 September 30 September 30 1999 1998 1999 ------------ ------------ - ------------ Revenues $ 384,301 $ 208,327 $ 814,811 Costs of sales 260,694 204,738 695,788 ---------- ---------- - ---------- Gross profit (loss) 123,607 3,589 119,023 ---------- ---------- - ---------- Expenses General and administrative 1,042,913 1,251,772 5,850,806 Write -off of license fee - - 168,000 Research development 471,658 517,000 1,733,953 Interest and financing costs,net 268,015 1,667,525 3,220,627 ---------- ---------- - ---------- 1,782,586 3,436,297 10,973,386 ---------- ---------- - ---------- Net loss $ (1,658,979) $ (3,432,708) $ (10,854,363) ---------- ---------- - ---------- Basic and diluted loss per share $ (0.43) $ (0.88) Weighted average number of shares outstanding 3,901,136 3,920,621 See accompanying notes to financial statements.
American Card Technology, Inc. (a development stage company) Statements of Cash Flows
Unaudited Unaudited Period from Nine months ended June 21,1994 -------------------------- (inception) to September 30 September 30 September 30 1999 1998 1999 Cash flows from operating activities: Net loss $ (1,658,979) (3,432,708) $(10,854,363) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 91,867 85,085 314,148 Amortization of deferred financing costs - 91,703 312,120 Issuance of debt for services rendered - - 72,774 Issuance of stock for services rendered - 300,116 300,116 Issuance of stock for loan commitment - 300,116 300,116 Notes receivable exchange for services - 5,000 5,000 Deferred registration costs written off - - 352,966 Amortization of bridge financing discount - 910,937 1,162,500 Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable 134,680 ( 4,876) (34,825) Inventory 102,133 (22,565) (49,570) Prepaid expenses and other current assets (29,177) (1,713) (39,710) Other assets 2,749 (174) (5,071) Increase (decrease) in liabilities: Accounts payable (128,252) 310,077 678,187 Deferred revenue (84,547) - 112,000 Accrued expenses 399,586 495,845 1,734,734 -------- --------- - --------- Total adjustments 489,039 2,469,551 5,215,485 -------- --------- - --------- Net cash used in operating activities (1,169,940) (963,157) (5,638,878) --------- -------- - ---------- Cash flows from investing activities: Capital expenditures (47,963) (16,622) (250,576) Software development costs - - (226,696) -------- -------- - ---------- Net cash used in investing activities (47,963) (16,622) (477,272) -------- -------- - ---------- Cash flows from financing activities: Issuance of common stock - - 1,000 Deferred registration costs - original - - (352,966) Deferred registration costs - current - (433,806) (662,718) Deferred financing costs - (63,475) (312,120) Borrowings on line of credit 1,225,000 200,000 2,605,000 Proceeds from the issuance of notes to stockholders - 1,042,500 3,514,681 Payments on notes to stockholders - (22,500) (32,500) Payments on bridge financing - (1,250,000) (1,250,000) Proceeds from the issuance of bridge financing - 1,500,000 2,750,000 --------- --------- - --------- Net cash provided by financing activities 1,225,000 972,719 6,260,377 --------- --------- - --------- Net increase (decrease) in cash 7,097 (7,060) 144,227 Cash, beginning of period 137,130 27,203 - -------- --------- - --------- Cash, end of period $144,227 $ 20,143 $ 144,227 -------- --------- - --------- Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 38,189 $ 147,388 $ 290,053 ------- --------- - -------- Income taxes $ - $ - $ - ------- --------- - -------- See accompanying notes to financial statements.
American Card Technology, Inc. (a development stage company) Notes to Financial Statements September 30, 1999 1. Basis of Presentation The financial statements include the accounts of American Card Technology, Inc. (a development stage company) (the "Company") and its majority-owned Canadian subsidiary, which was formed in June 1996 and whose results of operations have been immaterial through September 30, 1999. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company, a Delaware corporation, was incorporated on June 21, 1994 to design, develop and market high security, flexible multiple application smart card systems. The Company is in the development stage and its activities to date have been limited to organizational activities including developing a business plan, hiring personnel and developing and enhancing its proprietary smart card technology and software, and it has only recently commenced the limited marketing of its smart card systems. Revenues to date, which have been received from few customers, have been limited. Certain stock splits were effected in 1996 and 1998 and reflected retroactively in these financial statements. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of operations. Since inception the Company has been involved in organizational activities. The Company's ultimate ability to attain profitable operations is dependent upon obtaining additional financing adequate to complete its development activities, and to achieve a level of sales adequate to support its cost structure. Through September 30, 1999, the Company has incurred losses totaling $10,854,363 and at September 30, 1999, has deficiencies in working capital and equity of $2,926,590 and $5,235,037, respectively. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company filed a Registration Statement on Form SB-2 with the Securities and Exchange Commission that was declared effective on February 12, 1999. The public offering is being made on a "best efforts" basis with the minimum and maximum estimated net proceeds to the Company of $4,500,000 and $6,424,000, respectively. However, there can be no assurance that the Company will be successful in consummating its plans, including closing the IPO, or that such plans, if consummated, will enable the Company to attain profitable operations or continue as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements are unaudited, but in the opinion of management, contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Results of operations and cash flows for the interim three and nine month periods are not necessarily indicative of what the results of operations and cash flows will be for an entire year. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998. 2. Notes Payable At September 30,1999 and December 31,1998, the Company had lines of credit with certain banks totaling $700,000 and $600,000, respectively. The loans bear interest at the respective banks'prime interest rates and are due on demand or through December 1999. Borrowings of $300,000 under these lines of credit are secured by certificates of deposit of one of the Company's stockholders held by the banks. Another stockholder has guaranteed the balance of these loans. In September 1998, the Company entered into additional unsecured lines of credit with two different Offshore Trusts for $1,000,000 each. Loans under each of these credit lines bear interest at 10% per annum and are due June 30, 2001. During 1999, the Company entered into another unsecured line of credit with a third Offshore Trust for $250,000. This line bears interest at 10% and is due on June 30, 2001 or earlier to the extent that the Company realizes gross profits (gross receipts less cost of goods sold) after the closing of the Company's contemplated initial public offering. During the second quarter of 1999, the Company entered into a $500,000 unsecured line of credit with the Lilly Beter Capital Group, Ltd.( whose principal is a director of the Company) of which $250,000 was outstanding as of September 30, 1999. This line bears interest at 10% and is due on June 30, 2001. The Company has drawn down an aggregate of $1,905,000 and $780,000 from these lines of credit as of September 30, 1999 and December 31, 1998, respectively. Certain stockholders have guaranteed this debt. 3. Notes Payable to Stockholders Notes payable to stockholders totaling $309,361 at September 30, 1999 and December 31, 1998, bear interest at 10% per annum and were originally payable on demand. The due dates of these notes have been extended to the earlier of January 1, 2001 or the closing of a subsequent debt financing. These notes have been used to finance operations. Notes totaling $500,000 were converted to equity in 1995, notes totaling $550,000 were converted to equity in January 1997 and notes totaling $1,895,594 were converted to equity in September 1998. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company was organized in June 1994 and is in the development stage. Since inception, the Company has been engaged principally in organizational activities, including developing a business plan, hiring personnel and developing and enhancing its proprietary smart card technology and software, and has only recently commenced the limited marketing of its smart card systems. The Company's objective is to become a leading provider of smart card systems to government and commercial enterprises ("System Sponsors") requiring increasingly complex, secure and cost-effective information processing systems. The Company intends to market its products through strategic marketing alliances and licensing or other arrangements with systems integrators, value added resellers and other smart card vendors. The Company anticipates that, under certain circumstances, its smart card products will be bundled with its strategic partners' products and services to create a complete integrated system that can be marketed to potential System Sponsors. The Company will also seek to provide complete smart card solutions, on a turnkey basis, to System Sponsors by providing all of the hardware and software elements required to implement the system. Liquidity and Capital Resources At September 30, 1999, the Company had cash on hand of $144,227, a working capital deficit of $2,926,590 and a stockholders' deficit of $5,235,037. The Company's primary capital requirements will be to fund the Company's continuing smart card system development and enhancement efforts, its sales and marketing activities and the Company's working capital. The Company has historically financed its capital requirements through the issuance of equity and debt securities, contributions to capital and bank borrowings. The Company's capital requirements have been and will continue to be significant. The Company has been dependent on the sales of its securities to private investors, as well as on capital contributions and loans from affiliates and certain financial institutions guaranteed by certain stockholders of the Company. During the period from inception through September 30, 1999, the Company raised capital through such means in the estimated aggregate amount of $7,360,000. As of September 30, 1999, the Company had lines of credit in original principal amount aggregating $3,450,000 from certain banks and trusts, of which $845,000 principal amount remained available as of September 30, 1999. On February 12, 1999, the Securities and Exchange Commission declared effective the Company's registration statement on Form SB-2 relating to the offering of a minimum of 454,600 shares (and a maximum of 648,900 shares) of common stock, at a price of $11.00 per share (the "Offering"). The Company is dependent on and intends to use the proceeds of the Offering to continue the implementation of its proposed plan of operation. The Company anticipates, based on assumptions relating to its current operations (including assumptions regarding the Company's ability to meet its current marketing objectives and the timing and costs associated therewith), that the proceeds of the Offering, together with projected cash flow from operations, will be sufficient to fund the Company's operations and capital requirements for at least twelve months following the closing of the minimum offering. In the event that the Company's plans change, its assumptions change or prove to be inaccurate or the proceeds of the Offering prove to be insufficient to fund operations (due to unanticipated expenses, technical difficulties, problems or otherwise), the Company would be required to seek additional financing sooner than currently anticipated. There can be no assurance that the Offering will close or that the proceeds of the Offering will be sufficient to permit the Company to successfully further develop and commercialize the Company's smart card technology or that any assumptions relating to the Company's operations will prove to be accurate. In addition, any implementation of the Company's business plans subsequent to the twelve month period following the Offering may require proceeds greater than the proceeds of the Offering or otherwise currently available to the Company. There can be no assurance that additional financing will be available to the Company on commercially reasonable terms, or at all. Further, if the closing of the Offering is delayed, the Company may not have sufficient capital to fund operations and the anticipated expenses of the Offering. Any inability to obtain additional financing when needed may have a material adverse effect on the Company, including requiring the Company to curtail its activities and possibly causing the Company to cease its operations. The Company's accountants have included an explanatory paragraph in their report on the December 31, 1998 financial statements expressing substantial doubt about the Company continuing in business. Results of Operations Revenues were $58,474 and $384,301 for the three and nine month periods ended September 30, 1999 as compared to $115,035 and $208,327 for the three and nine month periods ended September 30, 1998. The Company recognizes revenue upon the shipment of products or the performance of services. The sales cycle will vary by customer and could extend for periods of up to twelve months, depending upon, among other things, the time required for development, testing, and installation. During April 1999, the Company completed a significant project which resulted in recognition during the second quarter of 1999 of $196,547 of Deferred Revenue. As of September 30, 1999, Deferred Revenue totaling $112,000 is reflected on the Company's Balance Sheet. It is anticipated that this amount will be recognized as revenue during the fourth quarter of the current year. For the third quarter ended September 30, 1999, general and administrative expenses were $273,979 as compared to $284,884 for the third quarter of 1998, a decrease of 4% due to lower costs associated with legal and accounting fees. For the nine months ended September 30, 1999, general and administrative expenses were $1,042,913 as compared to $1,251,772 for the comparable period last year. The decrease of $208,859 is primarily due to the following items. During the first quarter of fiscal year 1998, the Company issued shares of common stock and warrants to an affiliate of the Company's general counsel in consideration for services rendered. The Company expensed $300,000 in connection with this transaction which is included in general and administrative expenses. This expense was partially offset by the receipt of a credit of $58,500 during 1998 for previously incurred costs of professional services. In addition, during the nine month ended September 30, 1999, payroll and related costs increased $31,233 over the comparable period last year. Research and development expenses were $166,799 and $471,658 for the three and nine month periods ended September 30, 1999 compared to $194,000 and $517,000 for the respective periods last year. The decreases for the three and nine month period compared to last year is due to a reduction in fees paid to an outside contractor only partially offset by higher payroll costs. For the third quarter ended September 30, 1999, interest and financing expenses were $101,884 as compared to $518,093 for the third quarter of 1998. The decrease of $416,209 is primarily due to a $354,740 charge incurred last year relating to amortization of original issue discount costs and deferred financing costs associated with the Company's 1998 Bridge financing. For the nine months ended September 30, 1999 and September 30, 1998, interest and financing costs were $268,015 and $1,667,525, respectively. The decrease of $1,399,510 is primarily due to the aforementioned original issue discount costs and deferred financing costs, which for the nine months ended September 30, 1999 totaled $982,110, and also, during the first quarter of last year,$300,000 was charged to interest expense relating to shares of common stock issued in consideration for a loan commitment. Interest expense was further reduced by the conversion of certain debt to equity on September 30 of last year. Forward-Looking Statements This quarterly report contains forward-looking statements about the business, financial condition, and prospects of the Company and other forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect assumptions made by management and management's beliefs based on information currently available to it. When used in this quarterly report, words such as "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. The Company can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of management's assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the Company's actual results may differ materially from those indicated by the forward-looking statements as a result of many factors, including the risk factors set forth in the Company's annual report on Form 10-KSB filed with the Securities and Exchange Commission on April 14, 1999, as well as those set forth herein. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any pending legal proceeding (and none of its property is the subject of any pending legal proceeding). ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS On February 12, 1999, the Securities and Exchange Commission declared effective the Company's registration statement on Form SB-2 relating to the offering of a minimum of 454,600 shares (and a maximum of 648,900 shares) of common stock, at a price of $11.00 per share. The offering has not yet closed. ITEM 5. OTHER INFORMATION By amendments dated September 15,1999 the Company has extended (i) the closing date set forth in its Technology Purchase Agreement with SoftChip Israel, LTD., and (ii) the commencement date of its Technical Services Agreement (the "Services Agreement") with SoftChip Technologies (3000) Ltd. through the earlier of the date of the closing of the Company's initial public offering, December 31,1999, the closing of a private placement equal to or greater than the minimum offering under the Company's proposed initial public offering, or the closing of a combination of a private placement and an initial public offering equal to or greater than the minimum offering under the Company's proposed initial public offering. The amendment to the Services Agreement further provides for an adjustment in the term of the Service Agreement with the mutual agreement of the parties. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits The exhibits set forth in the Exhibit Index on the page immediately preceding the exhibits are filed herewith as a part of this report. b. Reports on Form 8-K No reports on Form 8-K were filed by the Company during the nine month period ended September 30, 1999. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN CARD TECHNOLOGY, INC. By: /S/ LAWRENCE O. PERL -------------------- Lawrence O. Perl, Chief Executive Officer By: /S/ FRANK S. FUINO, JR. ----------------------- Frank S. Fuino, Jr. Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Document 3.1 Articles of Incorporation. (1) 3.2 By-Laws. (1) 3.2.1 Amended By-laws. (1) 4.1 Sample Certificate for Common Stock. (1) 10.1 Amended Employment Agreement between the Company and Lawrence O. Perl. (1) 10.2 Employment Agreement between the Company and Raymond Findley, Jr. (1) 10.3 Amended Employment Agreement between the Company and Robert H. Dixon. (1) 10.3.1 Employment Agreement between the Company and Frank S. Fuino, Jr. (1) 10.4 Escrow Agreement, Bank of New York. (1) 10.4.1 Amended Escrow Agreement, Bank of New York, Dated August 24, 1999. (1) 10.4.2 Amended Escrow Agreement, Bank of New York, Dated February 5, 1999.(1) 10.7.1 Subscription Agreement. (1) 10.7.2 Stock Option Agreement (warrant), Chapman Group, LLC. (1) 10.7.2.1 Amended, Stock Option Agreement (warrant), Chapman Group, LLC. (1) 10.7.3 Stock Option Agreement (warrant), Harold Rothstein. (1) 10.7.3.1 Amended, Stock Option Agreement (warrant), Harold Rothstein. (1) 10.7.4 Stock Option Agreement (warrant), Raymond Roncari. (1) 10.7.4.1 Amended, Stock Option Agreement (warrant), Raymond Roncari. (1) 10.8.1 Stock Option Agreement for non-employees and Amendment, Lilly Beter. (1) 10.8.2 Stock Option Agreement/non-employees and Amendment, Harold Rothstein. (1) 10.8.3 Stock Option Agreement/non-employees and Amendment, Raymond Roncari. (1) 10.8.4 Stock Option Agreement for non-employees and Amendment, Bruce Bonadies. (1) 10.8.5 Stock Option Agreement for non-employees and Amendment, Gordon Walker. (1) 10.8.6 1996 Nonemployee Director's Stock Option Plan. (1) 10.8.6.1 Amended, 1996 Nonemployee Director's Stock Option Plan. (1) 10.8.7 1996 Stock Option Plan for Employees. (1) 10.8.7.1 Amended, 1996 Stock Option Plan for Employees. (1) 10.8.8 Amended Director Loan Agreement, Harold Rothstein. (1) 10.8.9 Amended Director Loan Agreement, Raymond Roncari. (1) 10.9.1 Amended Agreement with SoftChip Israel Ltd. and the Company. (1) 10.9.1.1 Amended, Agreement with SoftChip Israel Ltd. and the Company. (1) 10.9.1.2 Amendment to Technology Purchase Agreement with SoftChip Israel Ltd. 10.9.2 Agreement with SoftChip Technology (3000) Ltd. and the Company. (1) 10.9.2.1 Agreement with SoftChip Technology (3000) Ltd. and the Company. (1) 10.9.2.2 Amendment to Technical Services Agreement with SoftChip Technology (3000) Ltd. 10.9.3 Stock Option Agreement and Amendment, Shreveport Acquisition Corp. (1) 10.9.3.1 Amended, Stock Option Agreement, Amendment and Second Amendment, Shreveport Acquisition Corp. (1) 10.9.4 Amended, Stock Option Agreement for employee, Robert Dixon. (1) 10.9.5 Amended, Stock Option Agreement for employee, Michael Pate. (1) 10.9.6 Amended, Stock Option Agreement for employee, Robert Patten. (1) 10.9.7.1 Amended, Stock Option Agreement for employee, Shawn Nixon. (1) 10.9.7.2 Amended, Stock Option Agreement for employee, Jeremy Zela. (1) 10.9.7.3 Stock Option Agreement for employee, Phyllis Burke. (1) 10.9.8 Stock Option Agreement for employee, Robert Cartagine. (1) 10.9.9 Stock Option Agreement for employee, Frank S. Fuino, Jr. (1) 10.10.1 Loan Agreement between the Company and Prometheus Trust. (1) 10.10.2 Promissory Note between the Company and Prometheus Trust. (1) 10.10.3 Loan Agreement between the Company and International Caribbean Trust, Ltd. (1) 10.10.4 Promissory Note between the Company and International Caribbean Trust, Ltd. (1) 10.10.5 Articles of Incorporation of Animal Passports, Inc. (1) 10.10.6 Bylaws of Animal Passports, Inc. (1) 10.10.7 Consent of BOD, of Animal Passports Inc., acting in lieu of first meeting. (1) 10.10.8 Promissory Note between the Company and Butterfly Ltd. Trust (2) 10.10.9 Loan Agreement between the Company and Butterfly Ltd. Trust (2) 10.10.10 Loan Agreement between the Company and Lilly Beter Capital Group, LTD. (3) 10.10.11 Promissory Note between the Company and Lilly Beter Capital Group, LTD. (3) 27.1 Financial Data Schedule. 99.1 Dual Smart Card Access, Patent Number # TX 3-639-032 for the Company. (1) 99.2 Amended Rothstein personal guarantee. (1) 99.3 Database Services Agreement and Addendum (Florida). (1) 99.4 Falcetta, Wachtel & Knochenhauer, LLC regarding the Company. (1) (1) Previously filed as an Exhibit to the Company's Registration Statement on Form SB-2 (File No. 333-52169). (2) Previously filed as an Exhibit to the Company's Form 10QSB for the quarterly period ended March 31, 1999 (3) Previously filed as an Exhibit to the Company's Form 10QSB for the quarterly period ended June 30, 1999 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 144,227 0 34,825 0 49,570 268,332 250,578 (144,126) 1,099,246 3,194,922 0 0 0 3,901 (5,238,938) 1,099,246 384,301 384,301 260,694 1,514,571 0 0 268,015 (1,658,979) 0 (1,658,979) 0 0 0 (1,658,979) (.43) (.43)
EX-10.9.1.2 3 AMENDMENT TO TECHNOLOGY PURCHASE AGREEMENT AMENDMENT TO TECHNOLOGY PURCHASE AGREEMENT THIS AMENDMENT to Technology Purchase Agreement is made as of the 15th day of September, 1999, by and between AMERICAN CARD TECHNOLOGY, INC., a Delaware corporation ("American Card") and SOFTCHIP ISRAEL LTD., a corporation organized under the laws of Israel ("SoftChip"). WITNESSETH: WHEREAS, American Card and SoftChip are parties to a technology purchase agreement dated as of March 7, 1998, as amended by Amendments, dated August 17, 1998, October 29, 1998, December 10, 1998, March 15, 1999 and June 15, 1999 (as amended the "Purchase Agreement"); and WHEREAS, American Card will not be closing an initial public offering of its securities (the "IPO") by September 15, 1999; and WHEREAS, SoftChip is willing to extend the date by which American Card may purchase the technology pursuant to the Purchase Agreement through December 31th, 1999 or the Closing Date as defined below, whichever is earlier. NOW THEREFORE, in consideration of the foregoing and the covenants contained herein, the parties hereto agree as follows: 1. The definition of "Closing Date" in Section 1 of the Purchase Agreement is hereby replaced by; '"Closing Date" shall mean (i) December 31, 1999 or (ii) the closing of an initial public offering of securities of the Buyer or (iii) the closing of cumulative private placement equal or larger than the minimum offering under the initial public offering or (iv) closing a combination of (ii) and/or of (iii) together equal or larger than the minimum offering under the initial public offering.' 2. Except as amended hereby, the Purchase Agreement remains in full force and effect and is hereby ratified and confirmed. IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day and year first above written. Signed, Sealed, and Delivered in the Presence of: AMERICAN CARD TECHNOLOGY, INC. By: /S/ RAYMOND FINDLEY, JR. --------------------------------------- Its President SOFTCHIP ISRAEL LTD. By: /S/ MICKEY COHEN ---------------------------------- Its Director EX-10.9.2.2 4 AMENDMENT TO TECHNICAL SERVICES AGREEMENT AMENDMENT TO TECHNICAL SERVICES AGREEMENT THIS AMENDMENT to Technical Services Agreement is made as of the 15th day of September, 1999, by and between AMERICAN CARD TECHNOLOGY, INC., a Delaware corporation ("American Card") and SOFTCHIP TECHNOLOGIES (3000) LTD., a corporation organized under the laws of Israel ("SoftChip"). WITNESSETH: WHEREAS, American Card and SoftChip are parties to a technical service agreement dated as of March 7, 1998 and amended pursuant to two "Amendment to Technical Services" Agreements as dated December 10, 1998 and June 15, 1999 (as amended the "Service Agreement"); and WHEREAS, pursuant to the Service Agreement, the term thereof is to commence on that date which is the closing of a technology purchase agreement dated as of March 7, 1998 and subsequently amended (as amended, the "Purchase Agreement"). NOW THEREFORE, in consideration of the foregoing and the covenants contained herein, the parties hereto agree as follows: 1. American Card and SoftChip each hereby acknowledge and agree that the commencement of the Purchase Agreement has been extended, and therefore the commencement of the Service Agreement is likewise extended. 2. Section 1, "Engagement", of the Service Agreement shall as of the date hereof, be amended by adding, at the end of the first paragraph thereof, the following: "ACT and SoftChip agree that, should ACT wish to engage SoftChip, and SoftChip agree, at its discretion, to accept such engagement, to develop and deliver to ACT Major Enhancements, and should the parties agree on the price of such Major Enhancements, including the payment terms and delivery schedule therefor ("Major Enhancement Price"), then the parties may agree to shorten the term during which Technical Support is to be provided under this Service Agreement and apply the compensation which would be due for the cancelled period, towards payment of the Major Enhancements Price. For the purpose of this provision, Major Enhancement Price shall include the post delivery, on-going maintenance of delivered Major Enhancements, if agreed to. Nothing in this clause shall require that SoftChip agree to develop or deliver Major Enhancements and/or that it must agree to maintain such delivered Major Enhancements under any terms and/or any conditions whatsoever." 3. Except as amended hereby, the Service Agreement remains in full force and effect and is hereby ratified and confirmed. IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day and year first above written. Signed, Sealed, and Delivered in the Presence of: AMERICAN CARD TECHNOLOGY, INC. By: /S/RAYMOND FINDLEY, JR. ------------------------------- Its President SOFTCHIP TECHNOLOGIES (3000) LTD. By: /S/ MICKEY COHEN ------------------------------- Its Director -----END PRIVACY-ENHANCED MESSAGE-----