-----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, Gx5guj5FgG2q+d8Y+3ATB4UIBMioSJ4jFJlHAjk8w0UbeQI5aCpLfqahjqURtTb2 Jio53sW1X7MI0mlAOTlJ/g== 0001020568-99-000012.txt : 19990520 0001020568-99-000012.hdr.sgml : 19990520 ACCESSION NUMBER: 0001020568-99-000012 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990228 FILED AS OF DATE: 19990519 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: 99630081 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, 1999 ( ) 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 (State of incorporation or organization) 13-1999951 (I.R.S. Identification No.) Suite 134, 1324 Motor Parkway, Hauppauge, New York 11788 (Address of principal executive offices) Issuer's telephone number: (516)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( ) Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in his 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, 1999. Issuer's business operations were sold July 12, 1996. Nonoperating revenues for the year were $49,940. The aggregate market value of voting stock held by non- affiliates of the issuer approximated $800,000 as of March 31, 1999, 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, 1999. Issuer has no other class of common equity. DOCUMENTS INCORPORATED BY REFERENCE: None This Annual Report on Form 10-KSB has 21 pages. The Exhibit Index (Item 13(a)) is at page 18. 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 A PENDING ACQUISITION 6 Item 7. FINANCIAL STATMENTS Report of Independent Auditors 7 Financial Statements 8 Notes to 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 14 Item 10. EXECUTIVE COMPENSATION 15 Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16 Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17 Item 13. EXHIBITS AND REPORTS ON FORM 8-K 18 SIGNATURES 20 3 PART I Item 1. DESCRIPTION OF THE BUSINESS Distinctive Devices, Inc. (Issuer or Company herein) is a New York corporation organized in 1961. On July 12, 1996 we sold our operating businesses (see our Form 10-KSB Report for the year ended February 28, 1997). Since then, the Company has not had any operating activity and we have directed our efforts toward identifying a prospective acquisition or merger candidate. Currently, the Company employs three corporate officers, one on a part-time basis. On May 3, 1999 we announced that we had reached an understanding to acquire EagleView Industries, Inc. of Delray Beach, Florida in exchange for approximately ten million shares of the Company's unissued common stock. The understanding is subject to the negotiation and execution of a definitive acquisition or merger agreement. If concluded, the transaction would transfer control of the Company to EagleView's controlling stockholder. EagleView intends to provide high quality, low cost broad bandwidth wireless connectivity for Internet, data and video- telecommunications services. To date, EagleView has had no operating revenues. PRIOR BUSINESS Before the businesses were sold, we were primarily engaged in manufacturing and importing soil test instruments used by gardeners and growers of houseplants. Imported products were distributed by an unaffiliated marketing firm which decided to cease handling non-proprietary products. The businesses were sold to the marketer on July 12, 1996. PLAN OF REORGANIZATION The Company filed a petition under Chapter 11 of the Federal Bankruptcy Code on April 3, 1990. This was prompted by a lawsuit filed on behalf of the remaining holders of a $4 million debenture issue sold to public investors in 1968. The debt matured, unpaid, in 1983. We emerged from this proceeding under a Plan of Reorganization confirmed by the Federal Bankruptcy Court for the Eastern District of New York on December 9, 1992 (see Form 10-KSB Report for the year ended February 28, 1993). Under the Plan, the debentures and the Company's outstanding preferred stock were cancelled. Holders of these securities became entitled, under the Plan, to exchange them for unissued shares of the Company's common stock. The exchange rights expired December 9, 1997. Item 2. DESCRIPTION OF THE 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, 1999. 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 1999 Fiscal Year 1998 High Low High Low May 31 0.30 0.16 7/32 7/32 August 31 0.24 0.21 7/32 3/16 November 30 0.21 0.13 0.43 0.16 February 28 0.24 0.15 0.16 0.16 At March 31, 1999, our common stock was held by approximately 1,600 holders of record. We believe that an added 300 to 400 persons hold our stock in Street Name. The Company has never paid a dividend on its outstanding equity. 5 Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF OPERATIONS AND A PENDING ACQUISITION Results of Operations We have had no operating activities since our businesses were sold July 12, 1996. Instead, our time has been devoted to a search for another business entity, seeking public ownership, which the Company might merge with or acquire and which might offer the prospect of value growth, over time, to the investments of our shareholders. As a consequence, there were no sales during fiscal 1999 and 1998 and losses resulted for both periods. During these periods we have received noncompete payments from the buyer of our businesses and interest earned on investments and money market funds. These receipts have covered half, or more, of our administrative and legal costs since the sale. If a change occurs in the control of our Company, noncompete payments will be reduced, in amount, from $3,000 to $750 per month. Financial Condition Accounting rules require that we estimate the value of the remaining noncompete payments we expect to receive under the business sale agreement. Aside from this modest receivable, our assets consist solely of cash and money market funds. Liabilities reflect payables and accruals arising from routine administrative and legal expenses. Issuer has no debt outstanding. Pending Acquisition As noted in Item 1 of this Report, we have an understanding whereby the Company will merge with, or acquire, EagleView Industries, Inc. The press release announcing this understanding is attached as an Exhibit to this Report. If and when this proposed transaction is closed, shareholders will receive further information regarding EagleView's management and business activities. Statements in this Report concerning future activities, expectations, performance or intentions are forward looking statements. Actual activities or developments may differ materially from those expressed or implied by such statements as the result of known or unknown risks, uncertainties and other factors. Item 7. FINANCIAL STATEMENTS REPORT OF INDEPENDENT AUDITORS Shareholders and Board of Directors Distinctive Devices, Inc. Hauppauge, New York We have audited the accompanying balance sheet of Distinctive Devices, Inc. as of February 28, 1999, and the related statements of income, shareholders' equity, and cash flows for each of the two years in the period ended February 28, 1999. 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 financial position of Distinctive Devices, Inc. at February 28, 1999, and the results of its operations and cash flows for each of the two years in the period ended February 28, 1999 in conformity with generally accepted accounting principles. RONALD SERODA, P.C., C.P.A. Dix Hills, New York May 7, 1999 7 DISTINCTIVE DEVICES, INC. BALANCE SHEET February 28, 1999 ASSETS Current assets Cash and cash equivalents $ 418,630 Receivable, covenant not to compete, current portion 8,355 --------- Total current assets 426,985 Receivable, covenant not to compete, long term portion 2,900 Property and equipment, net 270 -------- Total assets $ 430,155 ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 6,091 -------- Total current liabilities 6,091 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 (412,109) -------- Total shareholders' equity 424,064 -------- $430,155 ======== The accompanying notes are part of the financial statements. 8 DISTINCTIVE DEVICES, INC. STATEMENTS OF INCOME Year ended February 28 1999 1998 ---- ----- Revenues: Covenant not to compete $27,000 $18,749 Interest income 21,990 24,007 Realized gain on sale of securities 500 ------- ------- 49,940 42,756 Administrative expenses (78,244) (85,718) ------- ------- Net (loss) (28,304) (42,962) ======== ======= Net income (loss) per common share(basic and diluted) $ (0.007) $ (0.010) ======== ======== Weighted average number of common shares outstanding 4,119,902 4,119,902 The accompanying notes are part of the financial statements. 9 DISTINCTIVE DEVICES, INC. STATEMENTS OF SHAREHOLDERS' EQUITY Addi- Gain(Loss) tional Common Accu- on Common Paid-In Stock(1) mulated Invest- Stock Capital Issuable Deficit ments Total ----- ------- -------- ------- ----- ----- Balance at February 28, 1997 $205,995 $566,280 $ 63,898 $(340,843) $ (1,321) $494,009 1998 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) ------- ------- ------- -------- -------- -------- Balance at February 28, 1998 $205,995 $630,178 $ $(383,805) $ 210 $452,578 1999 Net (loss) (28,304) (28,304) Adjust for disposal of investment held for sale (210) (210) ------- ------- ------- ------- ------- ------- Balance at February 28, 1999 $205,995 $630,178 $ $(412,109) $ $424,064 ======= ======= ======= ======= ======= ======= (1) Issuable under Plan of Reorganization confirmed December 9,1992. 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. DISTINCTIVE DEVICES, INC. STATEMENTS OF CASH FLOWS Year ended February 28 1999 1998 ---- ---- CASH FLOWS FROM ADMINISTRATIVE ACTIVITIES Net (loss) $(28,304) $(42,962) Adjustments to reconcile net (loss) to net cash provided by (used in) administrative activities: Depreciation and amortization 360 360 Allowance in decrease in market value in securities available for sale (210) Realized gain on sale of securities held as available for sale (500) Increase in operating liabilities: Accounts payable and accrued expenses 171 (783) ------- ------- Cash (used in) in administrative activities (28,483) (43,385) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of US Treasury Note 100,000 ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Decrease in non-trade receivable 7,574 19,802 ------- ------ CASH AND CASH EQUIVALENTS Increase(decrease) for the period 79,091 (23,583) At beginning of year 339,539 363,122 ------- ------- At end of year $418,630 $339,539 ======= ======= SUPPLEMENTARY CASH FLOW INFORMATION Interest paid $ -- $ -- Franchise taxes paid $ 943 $ 885 The accompanying notes are part of the financial statements. DISTINCTIVE DEVICES, INC. NOTES TO FINANCIAL STATEMENTS February 28, 1999 NOTE A - SIGNIFICANT ACCOUNTING POLICIES Business: The Company served solely as a holding company until its subsidiary businesses were sold July 12, 1996. Currently, the Company has no operating activities and is seeking to identify acquisition or merger opportunities. Cash and cash equivalents: Cash and cash equivalents consist of funds on deposit with banks and money market funds. 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 is computed using the weighted average number of shares of common stock outstanding during each year. The number of basic and diluted shares are identical since no options or other dilutive rights were outstanding at the ends of these periods. 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. NOTE B - CASH EQUIVALENTS AND INVESTMENTS Cash equivalents at February 28, 1999, are money market funds. Investments consisting of 4-3/4% U.S. Treasury Notes, par value $100,000, matured 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 also receives 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, 1999, the Company has received a total of $108,000. The maximum remaining amount the Company may receive under the terms of the agreement is $48,000. However, management estimates the probable value of future payments at $10,840. This amount has been calculated using the minimum payments receivable which are $750 per month for the remaining term of 16 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, 1999. 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, was transferred to additional paid in capital. NOTE F - COMMITMENTS Annual rental expense for real property was $1,800 for 1999 and 1998. Currently, rental for the Company's Hauppauge, New York, office is $150 per month. NOTE G - FEDERAL INCOME TAX The Company has available for federal income tax purposes net operating loss deductions approximating $220,000 expiring as follows: Fiscal year 2002 59,900 2005 18,700 2006 34,900 2007 38,700 2013 40,600 2014 27,200 ------- $220,000 No amount is provided for the future value of such deductions since no assurance can be given that such deductions will be utilized. NOTE H - SUBSEQUENT EVENT On May 3, 1999, the Company announced that it had reached an understanding to acquire EagleView Industries, Inc. in exchange for approximately 10,000,000 shares of its unissued common stock, subject to the execution of a definitive acquisition agreement. Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None 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. 74 Director since 1982 None President since 1977 Walter E. Freeman 74 Director since 1983 None James R. Hawk 57 Director since 1983 None Treasurer since 1979 Joanne L. Kalt 45 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 of 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. Item 10. EXECUTIVE COMPENSATION The following tables set forth compensation paid or accrued to the chief executive officer. No director of 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. 1999 $12,000 -- $12,000 None President 1998 13,000 -- 13,000 None 1997 63,000 -- 63,000 None 15 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 1999. For fiscal 1999, 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 of control of the Issuer. However, in the event of a change of 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, 1999: 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, 21693 Town Place Drive $.05 Boca Raton, FL 33433 par value Spear, Leeds & Kellogg 238,141 shares 5.8% 10 Exchange Place Jersey City, NJ 07302(2) 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 NOTE D - CAPITAL STOCK AND STOCK OPTIONS 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, 1999. Boca Raton, FL 33433 par 1,000 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% 2 Blinker Light Road Stony Brook, NY 11790 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) Spear, Leeds & Kellogg is a registered broker-dealer and a member of the New York and American Stock Exchanges. 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 share earnings 19 99 Additional Exhibits 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, (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 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, l999 l998 ---- ---- Net(loss) $(28,304) $(42,962) Weighted average number of common shares outstanding 4,119,902 4,119,902 Net (loss) per common share (basic and diluted) $(.007) $(.0l0) Exhibit 99: Additional Exhibits - -------------------------------- Press release dated May 3, 1999 re understanding to acquire Eagleview Industries, Inc. (See page 21 of this Report.) 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, 1999 by:/s/EARL M. ANDERSON, JR. ---------------------------- Earl M. Anderson, Jr. President and Principal Executive Officer 19 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, 1999 /S/WALTER E. FREEMAN ---------------------------- Walter E. Freeman Director May 9, 1999 /S/JAMES R. HAWK ---------------------------- James R. Hawk Director, Treasurer and Principal Accounting Officer May 9, 1999 /S/JOANNE L. KALT ----------------------------- Joanne L. Kalt Director, Vice President and Secretary May 9, 1999 /S/EARL M. ANDERSON, JR. ----------------------------- Earl M. Anderson, Jr. Director, President and Principal Executive Officer 20 EXHIBIT - ------- FOR IMMEDIATE RELEASE - --------------------- Contact: Earl M. Anderson, Jr., President Tel: (561)416-9804 Fax: (561)417-9803 DISTINCTIVE DEVICES, INC. ("DDI") ENTERS INTO UNDERSTANDING TO ACQUIRE EAGLEVIEW INDUSTRIES May 3, 1999 - DDI (OTC: DDEV) announced today that it has reached an understanding with EagleView Industries, Inc. of Delray Beach, Fla. to acquire EagleView in exchange for approximately ten million shares of common stock of DDI. The acquisition is subject to execution of a definitive acquisition agreement. EagleView intends to be a premier provider of high quality, low cost broad bandwidth connectivity for Internet, data and video- telecommunications services. Statements in this news release concerning future results, performances, expectations or intentions are forward-looking statements. Actual results or developments may differ materially from those expressed or implied by such statements as a consequence of known or unknown risks, uncertainties and other factors. (End of News Release) 21 EX-27 2
5 12-MOS FEB-28-1999 FEB-28-1999 418,630 0 11,255 0 0 426,985 270 0 430,155 6,091 0 0 0 205,995 630,178 430,155 0 49,940 0 0 (78,244) (28,304) 0 0 0 0 0 0 0 (28,304) (.007) (.007)
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