-----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, Vn+j8XdTlYk+/fyi0yl4dFr2DAUx1MVQPc+wSxL6tq3gT5+xRrMKhzAzgI2F+3k7 9+YofL1fUQsTvAnYReYUvA== 0001020568-98-000019.txt : 19980525 0001020568-98-000019.hdr.sgml : 19980525 ACCESSION NUMBER: 0001020568-98-000019 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980228 FILED AS OF DATE: 19980522 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTINCTIVE DEVICES INC CENTRAL INDEX KEY: 0000059963 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 131999951 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-02749 FILM NUMBER: 98630132 BUSINESS ADDRESS: STREET 1: 1324 MOTOR PARKWAY STE 134 CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5167511375 MAIL ADDRESS: STREET 1: 1324 MOTOR PARKWAY STE 134 CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: LMC DATA INC DATE OF NAME CHANGE: 19761021 10KSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 1998 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to________ Commission file number 0-2749 DISTINCTIVE DEVICES, INC. (Name of small business issuer in its charter) New York 13-1999951 (State of incorporation or organization) (I.R.S. Identification No.) 1324 Motor Parkway, Hauppauge, New York 11788 (Address of principal executive offices) (Zip Code) Issuer's telephone number (5l6) 751-1375 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.05 per share (Title of class) 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 ( ) 1 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ( X ) Issuer had no operating revenues for the fiscal year ended February 28, 1998. Issuer's business operations were sold July 12, 1996. The aggregate market value of voting stock held by non-affiliates approximated $550,000 as of March 31, 1998, computed by reference to the average of the bid and asked prices for such stock as reported by the National Quotation Bureau. Check whether the issuer has 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 ( X ) No ( ) 4,119,902 shares of issuer's common stock, $.05 par value, were outstanding at March 31, 1998. Issuer has no other class of common equity. DOCUMENTS INCORPORATED BY REFERENCE: None This Annual Report on Form 10-KSB has 20 pages. The Exhibit Index (Item 13(a)) is at page 18. 2 INDEX PART I Page Item 1. DESCRIPTION OF THE BUSINESS 4 Item 2. DESCRIPTION OF PROPERTY 5 Item 3. LEGAL PROCEEDINGS 5 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 5 PART II Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 5 Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF OPERATIONS AND EXPIRATION OF COMMON STOCK EXCHANGE RIGHTS 6 Item 7. FINANCIAL STATEMENTS Report of Independent Auditors 7 Consolidated Financial Statements 8 Notes to Consolidated Financial Statements 12 Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 14 PART III Item 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT 15 Item 10. EXECUTIVE COMPENSATION 16 Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16 Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 18 Item 13. EXHIBITS AND REPORTS ON FORM 8-K 18 SIGNATURES 20 3 PART I Item 1. DESCRIPTION OF THE BUSINESS Distinctive Devices, Inc. (referred to herein as the "Issuer" or the "Company") is a New York corporation organized in 1961. Since the July 12, 1996 sale of the businesses held by its subsidiaries, the Company has not been engaged in any operating activity. (For particulars regarding the business sale, please refer to Issuer's Report on Form 10-KSB for the year ended February 28, 1997.) Currently, the Company conducts no business operations. Management's efforts are directed toward completion of a merger or acquisition involving another business entity, as yet to be identified. Meanwhile, noncompete payments received from the purchaser of the Company's businesses and interest earned on investments and cash equivalents have been sufficient, in amount, to cover a substantial portion of the Company's administrative expenses. Since the business sale, three corporate officers remain employed, one on a part-time basis. Prior Business Prior to the business sale, the Company was primarily engaged in importing and manufacturing soil test instruments used by gardeners and growers of houseplants. Imported products were distributed nationally by an unaffiliated marketing firm and represented more than 60% of Company sales. A decision by the marketer to discontinue distribution of non-proprietary products led to the sale of the Company's importing and manufacturing businesses, to the marketer, on July 12, 1996. Plan of Reorganization On April 3, 1990, Issuer filed a petition under Chapter 11 of the Federal Bankruptcy Code prompted by an action instituted on behalf of holders of the remaining 11% of a $4,000,000 debenture issue sold to public investors in 1968. The debentures matured, unpaid, in 1983. The Company emerged from this proceeding pursuant to a Plan of Reorganization confirmed by the Federal Bankruptcy Court for the Eastern District of New York on December 9, 1992. For further information reference is made to Issuer's Report on Form 10-KSB for the year ended February 28, 1993. 4 Item 2. DESCRIPTION OF PROPERTY Issuer subleases office space in a one-story multi-tenant building in Hauppauge, Long Island, New York. The lease is month-to-month and annual rental is $1,800. Item 3. LEGAL PROCEEDINGS None. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of Issuer's security holders during the fiscal year ended February 28, 1998. PART II Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Issuer's common stock, $.05 par value, is traded over-the-counter under the symbol DDEV. Quotations are reported on the NASD OTC Bulletin Board and the National Quotation Bureau Pink Sheets. Issuer has no other equity security outstanding. Information furnished by the National Quotation Bureau reports the range of high and low bid quotations for each quarterly period during the two most recent fiscal years, as set forth below. Quotations represent prices between dealers and do not include retail mark-up, mark-down or commissions and may not represent actual transactions. Fiscal Quarter Ended: Bid Prices Fiscal Year 1998 Fiscal Year 1997 High Low High Low May 31 7/32 7/32 13/32 1/8 August 31 7/32 3/16 7/16 3/16 November 30 $.43 $.16 7/32 3/16 February 28 $.16 $.16 3/16 3/16 5 At March 31, 1998, there were approximately 1,600 holders of record of the issued and outstanding shares of Issuer's common stock. The number of additional Street Name holders is estimated to be 300 to 400. Issuer has never paid a dividend on its outstanding equity. Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF OPERATIONS AND EXPIRATION OF COMMON STOCK EXCHANGE RIGHTS Results of Operations Since the sale of its operating businesses on July 12, 1996, the Company has had no operating revenues. Thus, sales were down substantially for fiscal 1997 and there were no sales for fiscal 1998. Consequently, operating losses resulted for both periods. Other income includes noncompete payments received, since July 1996, from the purchaser of the Company's businesses and interest earned on investments and cash equivalents. Also, accounting rules require that management's best estimate of the discounted value of future noncompete payments, to be received, be included in other income. The amount of such payments will decline from $3,000 to $750 per month, if a change occurs in control of the Company. Financial Condition Aside from the above-mentioned receivable relating to future noncompete payments, Company assets consist of cash and liquid investments. Liabilities reflect payables and accruals arising from routine administrative and legal expenses. The Company has no debt and no financial commitments outstanding. Expiration of Common Stock Exchange Rights As described in Note D to the within Financial Statements, none of the remaining debenture and preferred stock certificates which were eligible for exchange to common stock, under the Plan of Reorganization, were surrendered to the Company by the deadline date of December 9, 1997. As a consequence, the common share amount reserved for that purpose has been cancelled and transferred to the Additional Paid-In Capital account. 6 Item 7. FINANCIAL STATEMENTS REPORT OF INDEPENDENT AUDITORS Shareholders and Board of Directors Distinctive Devices, Inc. and Subsidiary Hauppauge, New York We have audited the accompanying consolidated balance sheet of Distinctive Devices, Inc. and Subsidiary as of February 28, 1998, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the two years in the period ended February 28, 1998. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit 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 consolidated financial position of Distinctive Devices, Inc. and Subsidiary at February 28, 1998, and the consolidated results of their operations and their cash flows for each of the two years in the period ended February 28, 1998 in conformity with generally accepted accounting principles. RONALD SERODA, P.C., C.P.A. Dix Hills, New York May 1, 1998 7 DISTINCTIVE DEVICES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET February 28, 1998 ASSETS Current Assets Cash and cash equivalents $ 339,539 Investments available-for-sale 99,500 Receivable, covenant not to compete, current portion 7,574 ------- Total Current Assets 446,613 Receivable, covenant not to compete, long-term portion 11,255 Property and Equipment, net 630 --- $ 458,498 ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable and accrued expenses $ 5,920 ----- Total Current Liabilties 5,920 Commitments and contingencies-- See accompanying notes Shareholders' Equity Preferred stock, $1.00 par value Shares authorized - 1,000,000 Issued and outstanding - None Common stock, $.05 par value Shares authorized - 20,000,000 Issued and outstanding - 4,119,902 205,995 Additional paid-in capital 630,178 Accumulated deficit (383,805) Unrealized gain on investments 210 ------- Total Shareholders' Equity 452,578 ------- $ 458,498 ======= The accompanying notes are part of the financial statements. 8 DISTINCTIVE DEVICES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME Year ended February 28 1998 1997 Net sales $ - $ 218,271 Costs and expenses Cost of goods sold 124,285 Selling and administrative 85,718 150,483 ------ ------- 85,718 274,768 (Loss) from operations (85,718) (56,497) Other income 42,756 113,416 Interest expense _ (213) ------- ------ Net income (loss) (basic and diluted) $(42,962) $ 56,706 ====== ====== Net income (loss) per share of common stock (basic and diluted) $ (0.010) $ 0.014 ===== ===== Number of common shares outstanding 4,119,902 4,119,902 The accompanying notes are part of the financial statements. 9 DISTINCTIVE DEVICES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Unrealized Addi- Gain tional Common Accu- (Loss) on Common Paid-In Stock(1) mulated Invest- Stock Capital Issuable Deficit ments Total Balance 2/28/96 $205,995 $566,280 $63,898 $(397,549) $(1,646) $436,978 '97 Net Income 56,706 56,706 Unrealized gain on investments 325 325 Balance 2/28/97 205,995 566,280 63,898 (340,843) (1,321) 494,009 '98 Net loss (42,962) (42,962) Unrealized gain on investments 1,531 1,531 Transfer Common Stock Issuable to Additional Paid In Capital (1) 63,898 (63,898) $205,995 $630,178 $ _ $(383,805) $ 210 $452,578 ======= ======= == ======= === ======= (1) Issuable under Plan of Reorganization confirmed 12/9/92. Holders' rights to exchange debenture and preferred stock certificates for common stock expired December 9, 1997. The accompanying notes are part of the financial statements. 10 DISTINCTIVE DEVICES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended February 28 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(42,962) $56,706 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Gain on sale of fixed assets - (6,907) Covenant not to compete - (69,183) Depreciation and amortization 360 1,705 Decrease in operating assets: Accounts receivable - 39,491 Inventories - 156,130 Prepaid expenses and deposits - 7,625 (Decrease) in operating liabilities: Accounts payable and accrued expenses (783) (9,647) Due related parties _ (4,000) ------ ------- Cash provided (used) by operations (43,385) 171,920 CASH FLOWS FROM INVESTING ACTIVITIES Sale of equipment and tooling _ 12,000 CASH FLOWS FROM FINANCING ACTIVITIES Decrease in non-trade receivable 19,802 - Repayments of short-term borrowings - (10,920) Proceeds from covenant not to compete - 30,552 ----- ------ 19,802 19,632 CASH AND CASH EQUIVALENTS Increase (decrease) (23,583) 203,552 At beginning of year 363,122 159,570 ------- ------- At end of year $339,539 $363,122 ======= ======= SUPPLEMENTARY CASH FLOW INFORMATION Interest paid - $ 213 Franchise taxes paid $ 885 $ 755 The accompanying notes are part of the financial statements. 11 DISTINCTIVE DEVICES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS February 28, 1998 NOTE A - SIGNIFICANT ACCOUNTING POLICIES Business: The Company served solely as a holding company until its subsidiary businesses were sold July 12, 1996. Until then, its subsidiaries imported and manufactured inexpensive soil and water test instruments sold to distributors and retailers of consumer products. Principles of consolidation: Consolidated financial statements include accounts of the Company and its wholly-owned subsidiary after elimination of significant intercompany accounts and transactions. Revenue recognition: Revenue from product sales was recognized upon shipment of goods to customers, prior to the business sale. Cash and cash equivalents: Cash and cash equivalents consist of funds on deposit with banks and liquid investments with original maturities of three months or less. Investments: Investments are U.S. Treasury Notes valued at market. The Company has classified such investments as available-for-sale. Available-for-sale securities are carried at market with unrealized gains and losses reported as a separate component of shareholders' equity. Historically, such unrealized gains and losses have not been material. Property and Equipment: Property and equipment are recorded at cost. Depreciation is computed using the straight line method over the estimated useful lives of the assets, generally five to seven years. Earnings per share: Earnings per share ("EPS") is computed using the weighted average number of shares of common stock outstanding during each year. Basic and diluted EPS were the same for 1998 and 1997. Taxes on earnings: The Company utilizes the asset and liability method of accounting for income taxes. Interest earned: Interest on investments and cash equivalents is recorded when earned. 12 NOTE B - CASH EQUIVALENTS AND INVESTMENTS Cash equivalents at February 28, 1998, are money market funds. Investments available-for-sale consist solely of 4-3/4% U.S. Treasury Notes, par value $100,000, due October 31, 1998. NOTE C - SALE OF OPERATING BUSINESSES AND RECEIVABLE FROM COVENANT NOT TO COMPETE On July 12, 1996, the Company's operating businesses were sold for cash consideration of $174,000. The Company will also receive payments as consideration for its covenant not to compete with the purchaser. Cash consideration approximated book value paid for accounts receivable, inventory and tooling and equipment. Under the noncompete covenant, the Company may receive up to $156,000 during the four-year term of the agreement. The amount may be less, however, if a change occurs in control of the Company. As of February 28, 1998, the Company has received a total of $72,000. The maximum remaining amount the Company may receive under the terms of the agreement is $84,000. However, management estimates the probable value of future payments at $18,829. This amount has been calculated using the minimum payments receivable which are $750 per month for the remaining term of 28 months discounted at a 7-1/4% rate. NOTE D - CAPITAL STOCK AND STOCK OPTIONS In addition to common stock, the Company is authorized to issue 1,000,000 shares of preferred stock, $1 par value; no preferred shares are outstanding. The Company's Board of Directors will determine preference terms and conditions for each series of preferred stock, if issued. No options or warrants to purchase common stock were outstanding at February 28, 1998. NOTE E - PLAN OF REORGANIZATION AND ISSUANCE OF ADDITIONAL COMMON STOCK The Plan of Reorganization, confirmed December 9, 1992, provided for the exchange of unissued common stock for debentures and preferred stock cancelled under the Plan. To qualify for exchange, the Plan further provided that certificates representing such cancelled securities must be surrendered to the Company by December 9, 1997. The balance of the amount reserved for common stock issuable for certificates which were not surrendered by that date, in the amount of $63,898, has been transferred to Additional Paid In Capital. NOTE F - INDUSTRY Prior to the sale of its businesses, the Company produced and imported measuring instruments, a single industry segment. 13 NOTE G - OTHER INCOME Other income consists of the following: 1998 1997 Interest $24,007 $19,326 Settle trademark litigation -- 18,000 Gain on sale of fixed assets -- 6,907 Earned under covenant not-to-compete 18,749 69,183 $42,756 $113,416 NOTE H - INTEREST EXPENSE Prior to the business sale, interest was paid on short term bank borrowings at 1% over the New York prime rate. The Company's effective rate during fiscal 1997 was 9.25% until July 12, 1996, when the businesses were sold. NOTE I - COMMITMENTS Annual rental expense for real property approximated $1,800 for 1998 and $7,000 for 1997. Currently, rental for the Company's Hauppauge, New York, office is $150 per month. NOTE J - FEDERAL INCOME TAX The Company has available for federal income tax purposes net operating loss deductions approximating $280,300 expiring as follows: Fiscal year 1999 85,100 2002 59,900 2005 18,700 2006 34,900 2007 38,700 2013 43,000 $280,300 The approximate federal income tax benefit arising from utilization of net operating loss deductions was $12,000 in fiscal 1997. No amount is provided for the future value of such deductions since no assurance can be given that such deductions will be utilized. Item 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 14 PART III Item 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Position(s) Held and Name Age Duration of Service Family Relationship Earl M. Anderson, Jr. 73 Director since 1982 None President since 1977 Walter E. Freeman 73 Director since 1983 None James R. Hawk 56 Director since l983 None Treasurer since 1979 Joanne L. Kalt 44 Director since 1990 None Secretary since 1979 Vice President since 1976 The term of office of all directors will expire at the next Annual Meeting of Shareholders and when their respective successors have been duly elected and qualified. The Board of Directors has no standing committees and officers serve at the pleasure of the directors. The following information provides a brief account of the business experience of the directors and officers and their principal occupations during the past five years. Mr. Anderson has acted as an independent management consultant since 1964. He became president of Issuer in 1977. He is a director of Sunair Electronics, Inc., an unaffiliated company. Mr. Freeman has acted as a financial consultant and bank management advisor in Alexandria, Virginia, since 1982. Mr. Hawk serves as Issuer's treasurer on a part-time basis. Since 1989 he has practiced with a public accounting firm in Danbury, Connecticut. Mrs. Kalt has been employed by Issuer since 1975 and has served the Company as Secretary and Vice President for more than five years. Based solely upon a review of information furnished to the Issuer during the most recent fiscal year, including written representations, no director, officer or beneficial owner of more than ten percent of Issuer's common stock failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year. 15 Item 10. EXECUTIVE COMPENSATION The following tables sets forth compensation paid or accrued to the chief executive officer. No director or officer received compensation exceeding $100,000 for any of the last three completed fiscal years. SUMMARY COMPENSATION TABLE Name and Principal All Other Position Year Paid Deferred Total Compensation Earl M. Anderson, Jr. 1998 $13,000 -- $13,000 None President 1997 63,000 -- 63,000 None 1996 48,000 -- 48,000 None Compensation does not include benefits which may be deemed personal, the amount of which cannot be precisely determined. No stock option or appreciation rights were granted for fiscal 1998. For fiscal 1998, directors' compensation aggregated $800. Attendance was 100% at one directors' meeting held during the year. In 1990, Mr. Anderson entered into an agreement with the Company whereunder he is to receive, for consulting and management services rendered, $48,000 per annum and annual cost of living increases and bonuses, if any, as may be approved by the Board of Directors. Provisions include payment equal to his most recent annual compensation in the event of death and lesser compensation in the event of disability. Since he currently receives noncompete compensation from the purchaser of the Company's former businesses, he has waived the annual payment amount provided for in this agreement. Except for the arrangement described in the preceding paragraph, the Company has no formal compensatory plan or contract with respect to the employment, resignation, retirement or termination of any director or officer, nor arising from a change in control of the Issuer. However, in the event of a change in control, directors may consider the award of severance pay to the officers in recognition of their many years of service to the Company. Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) Security Ownership of Certain Beneficial Owners The following table identifies each person (including any 'group' as that term is used in the Exchange Act) who is known to Issuer to be the beneficial owner of more than five percent of the Issuer's outstanding common stock as of February 28, 1998: 16 Title of Name and Address of Amount and Nature of Class Beneficial Owner Beneficial Owner (1) Percent of Class Common Earl M. Anderson, Jr. 904,500 shares 22.0% Stock, 710 NW 57th Street $.05 Ft. Lauderdale, FL 33309 par value Troster Singer (2) 400,000 shares 9.7% 30 Montgomery Street Jersey City, NJ 07302 Leonard Walker 244,750 shares 5.9% 205 Smith Manor Blvd. West Orange, NJ 07052 (b) Security Ownership of Management The following table sets forth the number of common shares owned by each director, and by all directors and officers as a group, as of March 31, 1998: Title of Name and Address of Amount and Nature of Class Beneficial Owner Beneficial Owner (1) Percent of Class Common Earl M. Anderson, Jr. 904,500 shares 22.0% Stock, 710 NW 57th Street $.05 Ft. Lauderdale, FL 33309 par value Walter E. Freeman 11,000 shares 0.3% 921 Croton Drive Alexandria, VA 22308 James R. Hawk 23,500 shares 0.6% 146 Deer Hill Avenue Danbury, CT 06810 Joanne L. Kalt 48,000 shares 1.2% 1324 Motor Parkway Hauppauge, NY 11788 Directors and officers 987,000 shares 24.0% as a group (4 persons) (1) The named owners have sole voting and investment powers with respect to shares held. (2) Troster Singer is a division of Spear, Leeds & Kellogg. 17 Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. Item 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits and index of exhibits The following exhibits are included in Item 13(c). Other exhibits have been omitted since the required information is not applicable to registrant. Exhibit Page 3 Certificate of incorporation and by-laws (incorporated by reference). 18 4 Instruments defining the rights of holders, (incorporated by reference). 19 11 Statement re: computation of per share earnings 19 22 Subsidiaries of the registrant. 19 (b) Reports on Form 8-K No Report on Form 8-K was filed during the fourth quarter of the period for which this Annual Report is filed. (c) Exhibits Exhibit 3: Certificate of Incorporation and by-laws (a) Certificate of Incorporation of registrant consisting of: (i) Restated Certificate of Incorporation dated June 21, 1965; (ii) Certificate of Amendment of the Certificate of Incorporation dated October 21, 1969; (iii) Certificate of Amendment of the Certificate of Incorporation dated August 1, 1973; (iv) Certificate of Amendment of the Certificate of Incorporation dated September 9, 1974; and, 18 (v) Certificate of Amendment of the Certificate of Incorporation dated August 25, 1976, are incorporated herein by reference to Exhibit 3(a) to registrant's Annual Report on Form 10-K for the year ended February 28, 1981. (vi) Certificate of Amendment of the Certificate of Incorporation dated September 16, 1983, is incorporated herein by reference to Exhibit 3(a) to registrant's Annual Report on Form 10-K for the year ended February 29, 1984. (b) Corporate by-laws of registrant are incorporated herein by reference to Exhibit 3(b) to registrant's Annual Report on Form 10-K for the year ended February 28, 1981. Exhibit 4: Instruments defining the rights of holders Common Stock Certificate of registrant is incorporated herein by reference to Exhibit 4(a) to registrant's Annual Report on Form 10-K for the year ended February 28, 1981. Exhibit 11: Statement re: computation of per share earnings Year ended February 28 1998 1997 come (loss) $(42,962) $56,706 Average number of common shares outstanding 4,119,902 4,119,902 Net income (loss) per share of common stock (basic and diluted) $(.010) $.014 Exhibit 22: Subsidiary of the registrant Subsidiary corporation: Jurisdiction of incorporation: Environmental Concepts, Inc. State of Delaware 19 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. DISTINCTIVE DEVICES, INC. (Registrant) May 9, 1998 by: /s/ EARL M. ANDERSON, JR. Earl M. Anderson, Jr. President and Principal Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. May 9, 1998 /s/ WALTER E. FREEMAN Walter E. Freeman Director May 9, 1998 /s/ JAMES R. HAWK James R. Hawk Director, Treasurer and Principal Accounting Officer May 9, 1998 /s/ JOANNE L. KALT Joanne L. Kalt Director, Vice President and Secretary May 9, 1998 /s/ EARL M. ANDERSON, JR. Earl M. Anderson, Jr. Director, President and Principal Executive Officer 20 EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 12-MOS FEB-28-1988 FEB-28-1998 339,539 99,500 7,574 0 0 446,613 630 0 458,498 5,920 0 0 0 205,995 630,178 458,498 0 42,756 0 0 85,718 (42,962) 0 0 0 0 0 0 0 0 (0.010) (0.010)
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