10QSB 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _________________ Commission File Number: 000-29645 AMNIS SYSTEMS INC. (Exact name of small business issuer as specified in its charter) Delaware 94-3402831 (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification No.) 3450 Hillview Avenue, Palo Alto, California 94304 (Address of principal executive offices, including zip code) Issuer's telephone number, including area code: (650) 855-0200 Not applicable (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares outstanding of each of the issuer's classes of common equity as of May 3, 2002: 18,464,237 shares of Common Stock. Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No 1 INDEX TO FINANCIAL STATEMENTS Unaudited Condensed Consolidated Balance Sheet as of March 31, 2002 and December 31, 2001 Unaudited Condensed Consolidated Statement of Operations for the three-month periods ended March 31, 2002 and March 31, 2001 Unaudited Condensed Consolidated Statement of Cash Flows for the three-month periods ended March 31, 2002 and March 31, 2001 Notes to Unaudited Consolidated Financial Statements
AMNIS SYSTEMS INC. CONSOLIDATED BALANCE SHEET (UNAUDITED) ================================================================================================================================== March 31, 2002 Dec 31, 2001 ---------------------------------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash $ 608,890 $ 48,467 Accounts receivable, net of allowance for doubtful accounts of $236,000 for 2002 and 2001, respectively 38,879 371,517 Note Receivable 0 500,000 Inventories 656,232 624,056 Prepaid expenses and other 308,130 82,734 ---------------------------------------------------------------------------------------------------------------------------------- Total current assets 1,612,131 1,626,774 ---------------------------------------------------------------------------------------------------------------------------------- PROPERTY AND EQUIPMENT Machinery and equipment 1,894,221 1,919,634 Demonstration equipment 456,648 452,188 Furniture and fixtures 494,700 498,796 Leasehold improvements 351,111 351,111 ---------------------------------------------------------------------------------------------------------------------------------- 3,196,680 3,221,729 Less: Accumulated depreciation and amortization (3,052,388) (3,069,937) ---------------------------------------------------------------------------------------------------------------------------------- Property and equipment, net 144,292 151,792 ---------------------------------------------------------------------------------------------------------------------------------- OTHER ASSETS 84,890 84,890 ---------------------------------------------------------------------------------------------------------------------------------- $ 1,841,313 $ 1,863,456 ================================================================================================================================== LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES: Financing obligations collateralized by accounts receivable $ 576,832 $ 1,029,283 Accounts payable - moratorium 1,461,500 1,561,500 Accounts payable - other 347,091 932,866 Accrued Salaries 112,220 766,286 Accrued Vacation 200,427 274,833 Accrued Interest Payable 87,364 381,104 Notes Payable 0 250,000 Stockholders' notes payable 105,000 3,309,375 Convertible notes payable 3,547,917 0 Discount on convertible note payable (1,862,657) 0 Deferred rent 80,486 108,892 Deferred revenue 39,163 59,095 Other Accrued Expenses 256,990 302,237 ---------------------------------------------------------------------------------------------------------------------------------- Total current liabilities 4,952,332 8,975,471 LONG-TERM LIABILITIES: Sublease deposits 72,800 72,800 Convertible note payable 500,000 500,000 Discount on convertible note payable (267,045) (305,195) ---------------------------------------------------------------------------------------------------------------------------------- Total Liabilities 5,258,087 9,243,076 ---------------------------------------------------------------------------------------------------------------------------------- STOCKHOLDERS' (DEFICIT): Preferred stock, 20,000,000 authorized; none outstanding in March, 2002 and December, 2001 Common stock, $0.0001 par value: Authorized - 100,000,000 shares in Mar. 2002 and Dec. 2001, respectively Issued and outstanding - 17,960,414 and 12,947,082 for Mar 2002 and Dec 2001, respectively 1,796 1,295 Additional Paid-in Capital 18,329,715 12,259,729 Accumulated deficit (21,748,287) (19,640,644) ---------------------------------------------------------------------------------------------------------------------------------- Total stockholders' deficit (3,416,775) (7,379,620) ---------------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholder's deficit $ 1,841,313 $ 1,863,456 ==================================================================================================================================
F-1
AMNIS SYSTEMS INC. CONSOLIDATED STATEMENT OF OPERATIONS ================================================================== For the First Quarter Ended March 31, 2002 2001 ------------------------------------------------------------------ SALES $ 246,071 $ 1,333,858 COST OF GOODS SOLD 287,496 803,192 ------------------------------------------------------------------ Gross margin (41,425) 530,666 OPERATING EXPENSES Research and development 175,359 666,017 Sales and marketing 440,572 742,565 General and administrative 721,313 526,428 ------------------------------------------------------------------ 1,337,244 1,935,010 ------------------------------------------------------------------ Loss from operations (1,378,669) (1,404,344) OTHER INCOME (EXPENSE) Interest expense, net (769,457) (183,058) Other, net 42,083 42,489 ------------------------------------------------------------------ Total other (expense) (727,374) (140,569) ------------------------------------------------------------------ Income Tax (1,600) NET LOSS $(2,107,643) $(1,544,913) ================================================================== BASIC AND DILUTIVE LOSS PER SHARE $ (0.14) $ (0.23) ==================================================================
F-2
AMNIS SYSTEMS INC. CONSOLIDATED STATEMENT OF CASH FLOWS ======================================================================================================= For the Quarter Ended March 31, 2002 2001 ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(2,107,643) $(1,544,913) Adjustments to reconcile net loss to net cash used in operating activities: Stock options for services 277,751 0 Interest expense exchanged for stock 25,890 Interest expense exchanged for debt 343,542 Employee salaries exchanged for stock 325,429 Depreciation and amortization 14,599 113,597 Amortization of discount on note payable 659,036 Loss on disposal of property and equipment 1,627 0 Provision for doubtful accounts 0 37,650 Provision for excess and obsolete inventories 12,254 282,620 Decrease (increase) in accounts receivable 332,638 (410,319) Increase in inventories (44,430) (189,872) Decrease (increase) in prepaid expenses and other assets (225,396) 30,039 Decrease in debt issue costs 0 140,000 Decrease in accounts payable moratorium (100,000) (14,173) Decrease in accounts payable (585,775) (439,920) Increase (decrease) in accrued salaries 9,841 Decrease in accrued vacation (74,406) (27,994) Increase (decrease) in accrued interest (293,740) 241,725 Increase in reserve for sales adjustment 0 250,471 Decrease in deferred rent (28,406) 0 Decrease in deferred revenue (19,932) 22,823 Decrease in other accrued liabilities (45,247) 260,560 ------------------------------------------------------------------------------------------------------- Net cash used in operating activities (1,532,209) (1,237,865) ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (8,726) (26,687) ------------------------------------------------------------------------------------------------------- Net cash used in investing activities (8,726) (26,687) ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from stockholders 0 888,027 Proceeds from financing obligations collateralized by accounts receivable 763,280 465,167 Payments on financing obligations collateralized by accounts receivable (1,215,731) (465,122) Proceeds from issuance of common stock 2,236,265 7,047 Costs incurred to secure capital (182,456) Proceeds from note receivable 500,000 0 Proceeds from notes payable 0 250,000 Payment on notes payable 0 (83,042) Payment on capital lease obligation 0 (571) ------------------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities 2,101,358 1,061,506 ------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH 560,423 (203,046) CASH AND CASH EQUIVALENTS, beginning of year 48,467 214,766 ------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, end of period $ 608,890 $ 11,720 ======================================================================================================= NON CASH INVESTING AND FINANCING ACTIVITIES: Stock options issued for services 277,751 0 Accrued salaries exchanged for common stock 979,495 0 Debt and accrued interest exchanged for common stock 275,890 0 Convertible note payable and interest in exchange for note payable 3,547,917 0 Discount on convertible note payable 2,483,542 0 ======================================================================================================= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for income taxes $ 2,400 $ 0 Cash paid for interest $ 101,147 $ 53,018 =======================================================================================================
F-3 AMNIS SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ================================================================================ The accompanying unaudited interim consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations, and cash flows of the Company for the periods indicated. All adjustments for the first quarter ended March 31, 2002 were of a recurring nature. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions for Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, and cash flows for the Company, in conformity with accounting principles generally accepted in the United States of America. The Company has filed audited financial statements that include all information and footnotes necessary for such a presentation of the financial position, results of operations and cash flows for the fiscal years ended December 31, 2001 and 2000, with the Securities and Exchange Commission. It is suggested that the accompanying unaudited interim consolidated financial statements be read in conjunction with the aforementioned audited consolidated financial statements. The unaudited interim consolidated financial statements contain all normal and recurring entries. The results of operations for the interim period ended March 31, 2002 are not necessarily indicative of the results to be expected for the full year. NOTE 1 DESCRIPTION OF COMPANY Amnis Systems Inc., a Delaware consolidated corporation, makes hardware and software products for the creation, management and transmission of compressed high-quality digital video over broadband computer networks. Our products are distributed worldwide through a network of value added resellers, or VARs, system integrators and original equipment manufactures, or OEMs. Our products are used in diverse applications such as interactive distance learning, corporate training, video content distribution, video surveillance and telemedicine. NOTE 2 GOING CONCERN We are subject to a number of business risks affecting companies at a similar stage of development, including competition from companies with greater resources and alternative technologies, the ability to obtain financing to fund future operations, dependence on new product introductions in a rapidly changing technological environment, dependence on a limited number of customers, dependence on key employees and the ability to attract and retain additional qualified personnel. F-4 AMNIS SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ================================================================================ NOTE 2 GOING CONCERN The accompanying financial statements have (CONTINUED) been prepared assuming that the Company will continue as a going concern. The stockholders' equity of the Company, after the April 16, 2001 merger with Optivision, Inc. (Optivision), has resulted in a substantial deficit that is compounded by its working capital deficit of $3,340,202 at March 31, 2002 and negative cash flow from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. There is no assurance that the Company will be able to achieve successful operations, obtain sufficient financing or obtain a line of credit. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 3 SUMMARY OF SIGNIFICANT PRINCIPLES OF CONSOLIDATION ACCOUNTING POLICIES The financial statements include the accounts of Amnis Systems Inc. and its wholly-owned subsidiary Optivision, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. RISKS DUE TO CONCENTRATION OF SIGNIFICANT CUSTOMERS Historically, a substantial portion of our revenues has come from large purchases by a small number of customers. If we lose one or more of our key customers or experience a delay or cancellation of a significant order or a decrease in the level of purchases from any of our key customers, our net revenues could decline and our operating results and business could be harmed. In addition, our net revenues could decline and our operating results and business could be harmed if we experience any difficulty in collecting amounts due from one or more of our key customers. During 2001 and 2000, our top four customers accounted for 52% and 44% of our net revenues, respectively. Additionally, as of December 31, 2001 and 2000, approximately 44% and 45%, respectively, of our accounts receivable were concentrated with five customers. During the three months ended March 31, 2002, Optivision's top five customers accounted for 58% of our net revenues and during the three months that ended March 31, 2001, three customers accounted for 78% of net revenues. As of March 31, 2002, approximately 71% of our accounts receivable were concentrated with seven of our customers. INVENTORIES Inventories are stated at the lower of cost (first-in, first-out) or market. Provision has been made to reduce obsolete inventories to their net realizable value. Inventories contain components and assemblies in excess of the Company's current estimated requirements and these are reserved for at March 31, 2002. Due to competitive and market pressures, it is reasonably possible that estimates could change in the future. Inventories consist of the following: F-5 AMNIS SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ================================================================================ NOTE 3 SUMMARY OF SIGNIFICANT INVENTORIES (CONTINUED) ACCOUNTING POLICIES (CONTINUED) Raw Materials $ 262,067 Work-in-process 499,339 Demonstration Inventory 118,905 --------------------------------------------- 880,311 Reserve for inventory obsolescence and demonstration inventory refurbishing costs (224,079) --------------------------------------------- $ 656,232 ============================================= Certain of the Company's products contain components that are supplied by a limited number of third parties. While the Company has an inventory of these components, any significant prolonged shortage of these components, or the failure of these suppliers to maintain or enhance these components could materially adversely affect the Company's results of operations. NOTE 4 ACCOUNTS PAYABLE- On January 30, 2002, we successfully MORATORIUM negotiated a work-out agreement plan with the creditors of Optivision Inc., under which the Company will pay the creditors of Optivision Inc. $0.35 for every $1.00 owed on debt listed on the balance sheet as Accounts Payable-moratorium. As of the date of this report, the Company was current with all payments under the agreement. Per the agreement, the debt is to be settled in monthly payments by June 30, 2002. NOTE 5 CONVERTIBLE NOTES On January 14, 2002, the Company issued PAYABLE a convertible note in the principal amount of $ 3,547,917 to Mr. Michael A. Liccardo, our president, chief executive officer, and chairman of the board of directors, in exchange for the cancellation of certain loans (including accrued interests thereon) that Mr. Liccardo had made to Optivision Inc. to meet current operating expenses. At any time, Mr. Liccardo may elect to convert the note to Common stock of the Company at $ 0.35 per share, subject to adjustment. Since there are multiple components of the debenture, value was added to each component (Conversion feature and Debenture) based on their respective values. A discount on the debenture was calculated by the difference between the purchase price of the conversion and the current trading price of the stock. The total discount is $ 2,483,542 and will be amortized over the maturity of the debenture. The carrying value of this debenture approximates its fair value. F-6 AMNIS SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) ================================================================================ NOTE 6 LOSS PER SHARE The basic loss per share was calculated based on a weighted average number of shares outstanding of 15,400,188 and 6,782,719 at March 31, 2002 and 2001, respectively. Since we have a loss for all periods presented, net loss per share on a diluted basis is equivalent to basic net loss per share because the effect of converting stock options, warrrants, convertible debt and other common stock equivalents would be anti-dilutive. NOTE 7 FINANCING In February 2002, we issued and sold to three qualified investors a total of 225,000 units, each unit consisting of ten shares of our common stock, subject to adjustment, and one warrant to purchase three shares of our common stock at an exercise price of $ 0.90 per share, subject to adjustment, for a total of $ 1,800,000. In February 2002, we issued 10,000 shares of our common stock to a corporate service provider for the engagement of the service provider for certain services to be rendered to us over a three month period. In March 2002, we issued and sold to a corporate investor 275,890 shares of our common stock at $ 1.00 per share in exchange for the cancellation of certain loans that the investor had made to us (including all accrued interest thereon). F-7 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This information is contained on pages F-1 through F-7 of this report and is incorporated into this Item 1 by reference. In our management's opinion, all adjustments necessary for a fair presentation of the statements of the results for the interim period have been included. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our financial statements and the related notes included elsewhere in this report. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to future events, the outcome of which is subject to certain risks, including the risk factors set forth below in addition to the other information set forth herein. The inclusion of forward-looking statements should not be regarded as a representation by us, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on the forward-looking statements contained in this report. RESULTS OF OPERATIONS Our revenues for the three months ended March 31, 2002 decreased to $246,071 from $1,333,858 for the three months ended March 31, 2001, due to delayed decision-making late in our sales cycle that postponed several large deals beyond our first quarter of 2002. As a result of converting certain notes payable to convertible debenture our net loss of $2,107,643 for the three months ended March 31, 2002 increased by 36 % over the prior year first quarter loss of $1,544,913. Although cost of goods sold decreased from $803,192 for the three months ended March 31, 2001 compared to $287,496 for the three months ended March 31, 2002, we experienced a negative gross margin since revenues were not sufficient to cover our manufacturing overhead. 2 Research and development expenses were $175,359 for the three months ended March 31, 2002 as compared to $666,017 for the three months ended March 31, 2001, a decrease of 280%. This decrease is in line with cost reductions necessary as a result of the economic slowdown and our revenue slowdown. We do expect modest increases in future quarters to support development of the new network digital video products. Sales and marketing expenses for the three months ended March 31, 2002 were $440,572 as compared to $742,565 for the three months ended March 31, 2001, a decrease of 68.5%. Again, this decrease is consistent with cost reductions necessary as a result of the economic slowdown and our revenue slowdown. We do however expect quarterly expenses to increase in light of our stronger emphasis on trade show activity and increases in our sales organization. General and administrative costs were $721,313 for the three months ended March 31, 2002 as compared to $526,428 for the three months ended March 31, 2001, an increase of $194,885 due to a non-cash charge of $196,800 for consulting contracts services. Interest and other expense, net was $727,374 for the three months ended March 31, 2002 as compared to $140,569 for the three months ended March 31, 2001. Higher non cash interest expense amounting to $659,036 resulted from the convertible notes issued by Optivision, Inc. being converted by the terms of the notes into equity on the effectiveness of the merger between Optivision and us on April 16, 2001. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2002, we had cash and cash equivalents of $608,890. We currently have no material commitments other than those under our operating lease arrangements. Our negative working capital position improved by more than $4 million in the first quarter of 2002. This was due to approximately $1.8 million in new financing which was received during this quarter. Working capital also improved due to the cancellation of $938,424 in cash compensation owed to our employees in exchange for the issuance of options to purchase shares of our common stock and converting $ 3,204,375 of shareholder loans plus accrued interests of $ 343,542 to convertible debenture. In addition, we cancelled a note for $250,000 and all accrued interest thereon in exchange for shares of our common stock, which also strengthened our balance sheet. We also continue to reduce our debt to our moratorium creditors in accordance with a workout agreement plan under which we will pay the creditors of Optivision $0.35 for every $1.00 owed by June 30, 2002. We will require additional funding to maintain operations and finance growth to achieve our strategic objectives over the next 12 months. Our management is actively pursuing increases to cash flows and additional sources of financing and believes that such increases and additional financing will generate sufficient cash flow to fund operations. 3 Subject to certain terms and conditions, we will receive an additional investment of $500,000 in the form of a 12% secured convertible debenture upon the declaration of effectiveness of the registration statement on Form SB-2 that we filed with the Securities and Exchange Commission on March 22, 2002 and may receive up to an additional $1.4 million from investment options and warrants for the purchase of our common stock. RISK FACTORS As stated above, we need additional cash to support our investment in our business. If we do not raise additional sufficient funds, we also may not be able to fund expansion, take advantage of future opportunities, meet our existing debt obligations or respond to competitive pressures or unanticipated requirements. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult for us to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The risk factors described above are not the only ones facing our company and they should be read in conjunction with all other risk factors disclosed in our previous reports filed with the Securities and Exchange Commission. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our business operations. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The company is not a party to any pending legal proceedings nor is its property subject to any pending legal proceedings. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. On January 14, 2002, we issued a convertible note in the principal amount of $3,547,916.62 to Michael A. Liccardo, our president, chief executive officer and chairman of the board of directors, in exchange for the cancellation of certain loans (including all accrued interest thereon) that Mr. Liccardo had made to us to meet current operating expenses. The note bears interest at 10% per annum and matures on January 14, 2003. At any time, Mr. Liccardo may elect to convert the note into a number of shares of our common stock determined by dividing the outstanding principal and interest on the note by $0.35. The $0.35 conversion price is subject to adjustment to a lower conversion price through January 14, 2003, and is also subject to customary adjustment in the event of stock splits, dividends, recapitalizations and the like. 4 In February 2002, we issued and sold to three qualified investors a total of 225,000 units, each unit consisting of ten shares of our common stock, subject to adjustment, and a warrant to purchase three shares of our common stock at an exercise price of $0.90 per share, subject to adjustment, for a total of $1,800,000. In February 2002, we issued 10,000 shares of our common stock to a corporate service provider for the engagement of the service provider for certain services to be rendered to us over a three month period. In March 2002, we issued and sold to a corporate investor 275,890 shares of our common stock at $1.00 per share in exchange for the cancellation of certain loans that the investor had made to us (including all accrued interest thereon). 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 4.01* Form of Convertible Note dated as of January 14, 2002 issued by the Issuer to Michael A. Liccardo. *Filed as an exhibit to the report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2002. (b) Reports on Form 8-K On January 14, 2002, we filed a report on Form 8-K announcing the issuance of a convertible debenture in the principal amount of $500,000, investment options for the purchase up to $500,000 of our common stock, and warrants exercisable for up to 1,000,000 shares of our common stock in a private financing arranged by Bristol DLP, LLC. 5 On March 4, 2002, we filed a report on Form 8-K announcing the issuance of $1,800,000 in designated units of common stock and warrants to three investors in a private placement transaction. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 15, 2002 AMNIS SYSTEMS INC. By: /s/ Lawrence L. Bartlett ----------------------------------- Lawrence L. Bartlett Vice President, Secretary and Chief Financial Officer 6