-----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, RfTssZMc4TVnRkfGaTbhdH9O8bcG/sOEr2PhvXJXGTydiPz9fcSWjGGEMGbKTgvW o21NmDiqX5LtJ+Du+yoilw== 0000950112-96-002929.txt : 19960819 0000950112-96-002929.hdr.sgml : 19960819 ACCESSION NUMBER: 0000950112-96-002929 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960816 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORWARD INDUSTRIES INC CENTRAL INDEX KEY: 0000038264 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 131950672 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-99338 FILM NUMBER: 96616878 BUSINESS ADDRESS: STREET 1: 275 HEMPSTEAD TURNPIKE CITY: WEST HEMPSTEAD STATE: NY ZIP: 11552 BUSINESS PHONE: 5165641100 MAIL ADDRESS: STREET 1: 275 HEMPSTEAD TURNPIKE CITY: WEST HEMPSTEAD STATE: NY ZIP: 11552 424B3 1 FORWARD INDUSTRIES, INC. This Prospectus Supplement relating to Registration Statement No. 33-99338 is filed pursuant to Rule 424(b)(3) under the Securities Act of 1933. THIRD SUPPLEMENT TO MARCH 25, 1996 PROSPECTUS OF FORWARD INDUSTRIES, INC. As Supplemented by First Supplement Dated May 17, 1996 and Second Supplement Dated June 21, 1996 Forward Industries, Inc. (the "Company") filed its Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 1996 (the "Quarterly Report") with the Securities and Exchange Commission on August 14, 1996. A copy of the Quarterly Report is being delivered with the Prospectus. The Quarterly Report reflected, among other things, the following information: Results of Operations. For the three months ended June 30, 1996, the Company - --------------------- reported a loss before credit for income taxes of $449,750 and a net loss of $243,750 ($.05 per share) on net sales of $3,881,188, as compared with income before provision for income taxes of $8,704 and a net loss of $99,266 ($.03 per share) on net sales of $3,825,089 for the comparable 1995 quarter. For the nine months ended June 30, 1996, the Company reported a loss before credit for income taxes of $1,336,548 and a net loss of $842,548 ($.21 per share) on net sales of $13,342,959, as compared with a loss before credit for income taxes of $21,134 and a net loss of $116,494 ($.04 per share) on net sales of $11,053,473 for the comparable 1995 period. The Company believes that its operations during the fourth quarter of the current fiscal year will show improvement and that it will return to profitability during the 1997 fiscal year ending September 30, 1997. See "Risk Factors - Lack of Profitability in Fiscal Year Ended September 30, 1995 and in Fiscal Quarter Ended December 31, 1995" at page 7 of the Prospectus. Financing Arrangements. Effective March 30, 1996, the Company's borrowing - ---------------------- arrangements with 1st Source Bank, South Bend, Indiana, were extended to August 15, 1996. In connection with such extension, the rate of interest on outstanding borrowings was increased from 1% to 1-1/2% over prime. The Company's borrowing arrangements with the Bank have been further extended to December 15, 1996 based upon the Bank's expectation that the Company's current fiscal quarter will be profitable, of which there can be no assurance. The Company has not been maintaining the financial ratios required under such borrowing arrangements, and the Bank has orally waived compliance with such ratios through December 15, 1996. See "Risk Factors - Inadequacy of Cash Flow from Operations and Credit Lines" at page 7 of the Prospectus. Deferred Income Taxes. The Company's balance sheet at June 30, 1996 has - --------------------- characterized $1,787,000 of deferred income taxes as an asset, of which $293,000 is characterized as a current asset. There can be no assurance that the Company's operations will be sufficient to realize the benefit of its deferred tax assets. Without such deferred tax assets, the Company's stockholders' equity at such date of $3,445,206 would have been reduced to $1,658,206. See "Risk Factors - Possible Inability to Realize Benefit of Deferred Income Tax Assets" at pages 8-9 of the Prospectus. Exercise of Warrants. Through July 31, 1996, 1,929,000 shares of Common Stock - -------------------- covered by the Prospectus have been issued upon exercise of the Company's Warrants and the Company has received an aggregate of $2,908,500 upon such exercises, which funds are being used for working capital. See "Use of Proceeds" at page 11 of the Prospectus and "Description of Securities" at pages 35-38 of the Prospectus. Possible Acquisition. On June 18, 1996, the Company announced that on June 13, - -------------------- 1996, it had entered into a non-binding letter of intent to acquire, subject to certain conditions, the business of Coast Manufacturing Company. The letter of intent contemplated that a subsidiary of the Company would acquire all of Coast's assets and assume specified liabilities to be agreed upon. The proposed transaction was subject, among other things, to completion of the Company's due diligence. The Company and Coast are continuing discussions with respect to a possible transaction, but do not expect such transaction, if consummated, to be on the terms contemplated by the letter of intent. Any transaction with Coast would depend, among other things, on reaching agreement with Coast's secured creditors and the Company obtaining the necessary financing for the transaction, of which there can be no assurance. Dated: August 14, 1996 WARSHAW BURSTEIN COHEN SCHLESINGER & KUH, LLP [LETTERHEAD] August 16, 1996 Securities and Exchange Commission Washington, DC 20549 Attention: Filing Desk Forward Industries, Inc. Third Supplement to Prospectus Dated March 25, 1996 Reg. Statement No. 33-99338 --------------------------- Gentlemen: We are transmitting for filing pursuant to Rule 424(b)(3) the Third Supplement to the Prospectus of Forward Industries, Inc. (Reg. Statement No. 33-99338). The Third Supplement primarily relates to information disclosed in the Company's Form 10-QSB for the quarterly period ended June 30, 1996. The Third Supplement was first sent to the holders of Forward's Class A Warrants and Class B Warrants on August 14, 1996. Sincerely yours, Paul R. Frank PRF:bds Enc. -----END PRIVACY-ENHANCED MESSAGE-----