-----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, GA3Sch34I7M0nz+uhRhs8zyotRKpupfL9iJmSclZIaTlR4Lqc07+9LSsHCykYEKg cqDuILrZ0jqzPbBH5af9zg== 0000950170-97-001489.txt : 19971126 0000950170-97-001489.hdr.sgml : 19971126 ACCESSION NUMBER: 0000950170-97-001489 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971125 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAZTEC INTERNATIONAL INC CENTRAL INDEX KEY: 0000801354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330178457 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-15353 FILM NUMBER: 97727455 BUSINESS ADDRESS: STREET 1: 43 MANNING ROAD CITY: BILLERICA STATE: MA ZIP: 01821-3966 BUSINESS PHONE: 5082629600 MAIL ADDRESS: STREET 1: 43 MANNING ROAD CITY: BILLERICA STATE: MA ZIP: 01821-3966 10QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 1997 COMMISSION FILE NUMBER 0-15353 ---------------------------- SAZTEC INTERNATIONAL, INC. CALIFORNIA 33-0178457 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 43 MANNING ROAD, BILLERICA, MASSACHUSETTS 01821 (Address of Principal Executive Office) 508-901-9600 (Registrant's Telephone Number) --------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No ___ The number of shares outstanding of registrant's Common Stock at November 14, 1997, was 3,901,129 shares. SAZTEC INTERNATIONAL, INC. FORM 10-QSB QUARTER ENDED SEPTEMBER 30, 1997
CONTENTS -------- PAGE ---- PART I - FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements: Consolidated Statements of Operations - Three months ended September 30, 1997 and 1996 3 Consolidated Balance Sheets - September 30, 1997 and June 30, 1997 4 Consolidated Statement of Changes in Stockholders' Equity - September 30, 1997 5 Consolidated Statements of Cash Flows - Three months ended September 30, 1997 and 1996 6 - 7 Notes to Consolidated Financial Statements -- September 30, 1997 and 1996 8 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II - OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12
2 SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited)
1997 1996 ------------------ ------------------ REVENUES $1,613,471 $2,375,142 Cost of services 1,316,242 1,835,518 ------------------ ------------------ GROSS PROFIT 297,229 539,624 Selling and administrative expense 496,228 533,110 ------------------ ------------------ (LOSS) PROFIT FROM OPERATIONS (198,999) 6,514 Interest expense (12,562) (24,270) ------------------ ------------------ (LOSS) BEFORE PROVISION FOR INCOME TAXES (211,561) (17,756) Income tax provision (benefit) ---- (21,666) ------------------ ------------------ NET (LOSS) PROFIT $(211,561) $3,910 ================== ================== (LOSS) INCOME PER SHARE OF COMMON STOCK: Net (loss) income applicable to common stockholders (Note 2) $(.058) $.001 ================== ================== Weighted average number of shares (Note 2) 3,637,180 3,391,804 ================== ================== See accompanying notes.
3 SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1997 AND JUNE 30, 1997
ASSETS SEPTEMBER 30, 1997 JUNE 30, 1997 ------------------ --------------- (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 352,417 $ 386,785 Restricted cash 99,801 192,643 Accounts receivable, less allowance for doubtful accounts of $44,380 at September 30 and $45,070 at June 30 1,201,914 1,342,831 Work in process 286,783 217,518 Prepaid expenses and other current assets 183,027 134,803 Notes receivable for stock subscribed 560,000 860,000 ---------------- --------------- TOTAL CURRENT ASSETS 2,683,942 3,134,580 PROPERTY AND EQUIPMENT, NET 326,736 364,040 OTHER ASSETS Goodwill and other intangible assets, less accumulated amortization of $66,632 at September 30 and $63,602 at June 30 158,730 161,760 Deposits and other assets 163,884 170,068 ================ =============== TOTAL ASSETS $ 3,333,292 $ 3,830,448 ================ =============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank note payable $59,055 $274,512 Current portion of long-term debt and capital lease obligations 204,129 199,460 Common stock subject to repurchase 33,342 33,342 Accounts payable 576,615 569,716 Accrued liabilities 400,951 429,396 Customer deposits 443,093 456,989 Excess of billings over costs and estimated earnings 223,633 223,633 ---------------- --------------- TOTAL CURRENT LIABILITIES 1,940,818 2,187,048 LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 127,173 151,980 ACCRUED EXPENSES, NON-CURRENT 35,369 39,546 STOCKHOLDERS' EQUITY COMMON STOCK-NO PAR VALUE; 10,000,000 SHARES AUTHORIZED; 3,871,963 SHARES ISSUED AT SEPTEMBER 30 AND 3,571,963 SHARES ISSUED AT JUNE 30, 1997 11,870,811 11,570,811 Common stock subscribed 560,000 860,000 Contributed capital 14,498 14,498 Accumulated deficit (11,090,081) (10,878,520) Cumulative translation adjustment (125,296) (114,915) ---------------- --------------- TOTAL STOCKHOLDERS' EQUITY 1,229,932 1,451,874 ---------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,333,292 $ 3,830,448 ================ =============== See accompanying notes.
4 SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY SEPTEMBER 30, 1997
COMMON STOCK COMMON STOCK SUBSCRIBED CUMULATIVE ----------- NUMBER OF NUMBER OF CONTRIBUTED ACCUMULATED TRANSLATION ------------ ---------- ------------ ------------ ----------- SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT ADJUSTMENT ------ ------ ---------- ------ ------------ ------------ ----------- June 30, 1997 3,571,963 $11,570,811 860,000 $860,000 $14,498 $(10,878,520) $(114,915) (1) Sept. 10, 1997 300,000 300,000 (300,000) (300,000) Net loss (211,561) Translation adjustment (10,381) --------- ----------- ---------- --------- --------- ------------ ----------- 3,871,963 $11,870,811 $ 560,000 $ 560,000 $ 14,498 $(11,090,081) $ (125,296) (1) Shares issued per amendment to an escrow agreement connected with a private placement (Note 2). See accompanying notes.
5 SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 INCREASE (DECREASE) IN CASH ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (211,561) $ 3,910 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 62,130 102,249 Provision for bad debts (4,674) Reversal of excess income tax accrual (21,666) Other 21 (6,763) Changes in assets and liabilities: Accounts receivable 112,350 176,117 Work in process (64,246) 9,276 Prepaid expenses and other current assets (49,034) 14,345 Deposits and other assets (1,506) Accounts payable 14,733 (78,871) Accrued liabilities (26,481) (194,735) Customer deposits and non-current accrued expenses (1,332) (57,316) ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (164,926) (58,128) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (27,034) (8,232) Payments received on notes receivable 4,937 4,514 Decrease (Increase) in restricted cash 92,842 (24,118) ------------ ------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 70,745 (27,836) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on debt and capital lease obligations (18,042) (49,709) Borrowings on revolving credit line 537,049 986,879 Payments on revolving credit line (752,506) (1,039,733) Proceeds from common stock issue 300,000 300,000 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 66,501 197,437 ------------ ------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH (6,688) (8,299) ------------ ------------ NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (34,368) 103,174 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 386,785 222,023 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 352,417 $ 325,197 ============ ============ See accompanying notes. 6 SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ------------ SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Financed purchases of property and equipment through notes payable $ 8,910 ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 11,600 $ 24,212 ============ ============
See accompanying notes. 7 SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 AND 1996 NOTE 1. ACCOUNTING POLICIES The accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations for interim periods are not necessarily indicative of results to be expected for a full year. The Company's shareholders approved a one for four reverse stock split which was effective November 7, 1997. All share and per share amounts have been restated to account for the reverse split. NOTE 2. COMMON STOCK In connection with the Company's acquisition of the outstanding minority interest of Saztec Europe, Ltd. in 1991, the Company granted a put option to the selling shareholders to repurchase 30,000 shares (on a pre-reverse split basis) at $8.00 per share. The put option was exerciseable at 2,500 shares ($20,000) per quarter through April, 1996. The options were exercised in their entirety and at September 30, 1997, $33,342, and at September 30, 1996, $95,110 remained payable to the selling shareholders. Subsequent to one of the three private placements of common stock completed during the quarter ended March 31, 1994 management agreed to issue 91,666 additional shares to the participants of one of the placements. At June 30, 1995, 62,500 of the shares had been issued. On September 30, 1997 and November 6, 1997 the remaining participants filed the required agreements and on October 22 and November 6, 1997 3,333 and 20,833 shares were issued, respectively. On June 29, 1997 the Company and several current shareholders and shareholder/directors agreed to a private placement of 860,000 shares of common stock and warrants to purchase 860,000 additional shares of common stock. The cost of the shares and warrants of $860,000 was placed in escrow. The placement was contingent on the Company's shareholders consent to a one for four reverse stock split and an amendment to the Company's Restated Articles of Incorporation, which amendment increases from 5,000,000 to 10,000,000 the number of shares of common stock (on a post-reverse split basis) the Company is authorized to issue. In September, the Company and one of the participants agreed to the release of $300,000 from the participant's escrow account and 300,000 shares and warrants were issued September 10, 1997. On October 31, 1997 the Company's shareholders consented to the reverse split and the amendment, effective November 7, 1997. The remaining 560,000 shares were issued November 14, 1997. 8 NOTE 3. FOREIGN OPERATIONS AND MAJOR CUSTOMERS-SEGMENTS Revenues, income (loss) before taxes, and identifiable assets by geographic area are shown below. United Kingdom amounts relate solely to Saztec Europe, Ltd. and its subsidiaries, whose customers are located in England, Scotland, Germany, Italy, Spain, and Belgium. Identifiable assets of Saztec Europe Ltd. located outside of Ardrossan, Scotland are immaterial. QUARTER ENDED SEPTEMBER 30, 1997 1996 ---- ---- Revenue United States $818,662 $1,044,706 United Kingdom/Western Europe 794,809 1,330,436 -------------------------------------- $1,613,471 $2,375,142 ====================================== Income (loss) before income taxes United States $(148,309) $21,492 United Kingdom/Western Europe (63,252) (39,248) -------------------------------------- $ (211,561) $(17,756) ====================================== Depreciation United States $24,682 $48,255 United Kingdom/Western Europe 34,418 50,913 Amortization-U.S. only 3,030 3,081 ====================================== $62,130 $102,249 ====================================== Identifiable Assets SEPTEMBER 30, 1997 JUNE 30, 1997 United States $1,927,326 $2,415,816 United Kingdom 1,405,966 1,414,632 -------------------------------------- $3,333,292 $3,830,448 ====================================== NOTE 4. EARNINGS (LOSS) PER SHARE Earnings (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during each year which totaled 3,637,180 and 3,391,804 for the quarters ended September 30, 1997, and 1996, respectively. The inclusion of common stock equivalents would have been antidilutive and were not included for the quarter ended September 30, 1997. Effective for periods ending after December 15, 1997, the Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 128, EARNINGS PER SHARE. The standard amends the computation of earnings per share to provide for two measures, Basic Earnings Per Share and Dilutive Earnings Per Share. Under this standard, the Company would have reported the following for the quarters ended September 30: BASIC EPS DILUTIVE EPS 1997 $(.058) $(.058) 1996 $.001 $.001 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenue for the three months ended September 30, 1997 decreased to $1,613,471 from $2,375,142 for the quarter ended September 30, 1996, a drop of 32%. U.S. revenue for the quarter decreased 21.6% and European revenue was off 40%. The sales mix in the United States and Europe was relatively unchanged from the prior year period. Revenue from foreign sources comprised 49% of consolidated revenues for the first three months of the current year as compared with 56% in the prior year. Management expects revenue in both Europe and the United States to improve in the second quarter of the current fiscal year. Gross margin of 18.4% with a gross profit of $297,229 is 4.3% lower than the 22.7% margin and $539,624 of gross profit for the first quarter of the prior year due to continued underutilized capacity and competitive pricing pressure. Selling and administrative (S&A) expenses for the current year quarter decreased $36,882 to $496,228 from $533,110 for the same period in the prior year. S&A expense as a percentage of sales increased to 30.7% from 22.4% in the prior year. Net cash of $(164,926) was used in operating activities primarily to cover the net loss of $(211,561). Proceeds from a portion of the private placement received September 10, 1997 reduced the Company's dependency on the revolving line of credit. CAPITAL RESOURCES AND LIQUIDITY The Company's revolving credit agreement is secured by accounts receivable, work in process, property and equipment and other assets, bearing interest at the lender's prime rate plus 4.0%. Available borrowings were 80% of domestic trade receivables less than 90 days old, with an aggregate maximum borrowing level of $270,000. The note, which was due July 1, 1997 was renewed through October 1, 1997, then renewed through April 1, 1998. Maximum borrowings under the new agreement decline $10,000 per month beginning November 1, 1997 from $270,000. Available borrowing is restricted to 70% of eligible receivables. The Company was in compliance with the agreement's covenants at September 30, 1997. Outstanding borrowings on that date were $59,055 and $274,512 at June 30, 1997. The Company's unrestricted cash balance of $352,417 on September 30, 1997 decreased by $34,368 from the balance at June 30, 1997. Working capital decreased $204,408 during the quarter, which approximates the operating loss for the period. The Company and one shareholder participating in the Company's private placement of common stock amended the escrow and subscription agreement with respect to that shareholder/participant which authorized the release of $300,000 from escrow on September 10, 1997 in payment for 300,000 units consisting of 300,000 shares of common stock and 300,000 warrants to purchase common shares. The balance of the proceeds from the private stock placement of $560,000 to purchase 560,000 units were released from escrow and received by the Company on November 14, 1997. 10 SAZTEC INTERNATIONAL, INC. SEPTEMBER 30, 1996 FORM 10-QSB PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS NONE. ITEM 2. CHANGES IN SECURITIES NONE. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NONE. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company filed a Schedule 14A with the Security and Exchange Commission to solicit shareholder consent to a one for four reverse stock split and an amendment to the Company's Restated Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 5,000,000 to 10,000,000, after giving effect to the reverse stock split. On October 31, 1997 the Company's shareholders approved the measures with a majority of shares voted in consent of 54.63%, or 8,460,700 shares. As a result of the reverse stock split, four outstanding shares of common stock of the Company will be combined into one share of common stock, effective the close of business on Friday, November 7, 1997. Cash will be paid for fractional shares at the $.125 per pre-reverse split share, the closing price of the stock at the close of business on November 7, 1997. The respective ownership of the Company by each shareholder is not affected by the one for four reverse stock split. The CUSIP number for the Company's common stock on a post reverse split basis is 805842 20 0. The Company's Certificate of Amendment of Articles of Incorporation is filed as an exhibit to this report. ITEM 5. OTHER INFORMATION NONE. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS The following Exhibits are filed by attachment to this Form 10-QSB: EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 3.(i) Certificate of Amendment of Articles of Incorporation of Saztec International, Inc. 27 Financial Data Schedule (b) REPORTS ON FORM 8-K: NONE. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 14, 1997 SAZTEC INTERNATIONAL, INC. -------------------------- (Registrant) By: /s/ THOMAS K. O'LOUGHLIN ------------------------ Thomas K. O'Loughlin Treasurer 12 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 3.(i) Certificate of Amendment of Articles of Incorporation of Saztec International, Inc. 27 Financial Data Schedule EX-3.(I) 2 EXHIBIT 3.(i) CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF SAZTEC INTERNATIONAL, INC. Pursuant to Section 905 the General Corporation Law of the State of California, Gary N. Abernathy and Kent L. Meyer, President and Secretary of Saztec International, Inc., a California corporation, hereby certify as follows: 1. That Gary N. Abernathy is the President and Kent L. Meyer is the Secretary of Saztec International, Inc., a California corporation (the "Corporation"). 2. That on April 30, 1997, pursuant to Section 902 of the General Corporation Law of the State of California, the Board of Directors of the Corporation duly adopted the following resolution, declared its advisability and directed its submission to the stockholders for consideration and approval: WHEREAS, the Board of Directors of the Corporation have decided that it is in the best interests of the Corporation to effect a reverse stock split of the common stock of the Corporation and, in conjunction therewith, an increase in the authorized number of shares of common stock of the Corporation; NOW, THEREFORE, BE IT RESOLVED, that the Articles of Incorporation of the corporation shall be amended by deleting the present Article FOURTH thereof in its entirety, and inserting in its place a new Article FOURTH as follows: "FOURTH: (a) Upon the effectiveness of this amendment each of the issued and outstanding shares of common stock of the Corporation shall be, and hereby is, automatically reclassified as and converted into shares of common stock of the Corporation on the basis of one (1) share of newly issued common stock for each four (4) shares of common stock held by the Corporation's shareholders prior to the filing of this amendment. Any fractional shares created by this 1-for-4 reverse stock split shall be canceled and paid in cash to the shareholder upon the issuance of the shareholder's stock certificate, calculated in accordance with the closing trading price for the Corporation's common stock on the date this amendment is filed. (b) The Corporation shall have authority to issue two classes of stock, 1,000,000 shares of preferred stock ("Preferred Stock"), and 10,000,000 shares of common stock ("Common Stock"). (c) The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly-unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series." FURTHER RESOLVED, that the proposed amendment to Article FOURTH of the Corporation's Articles of Incorporation be submitted to a vote or consent of the shareholders of the Corporation in accordance with Sections 601 and 603 of the California General Corporation Law; FURTHER RESOLVED, that the Board of Directors recommends to the shareholders that they vote or consent in favor of the proposed amendment; FURTHER RESOLVED, that the officers of the Corporation are hereby authorized and directed to prepare a Consent Solicitation Statement for the solicitation of consents in favor of the proposed amendment to Article FOURTH of the Corporation's Articles of Incorporation in accordance with Sections 601 and 603 of the California General Corporation Law, to file the Consent Solicitation Statement and any other solicitation materials with the Securities and Exchange Commission, and to take such other actions and to prepare and file such other consents, notices, filings and certificates as may be necessary or desirable in the judgment of any officer of the Corporation to effectuate the consent solicitation and to obtain approval of the shareholders of the proposed amendment. 3. The foregoing amendment to the Articles of Incorporation of the Corporation has been approved by the required vote of the outstanding shares of the Corporation, pursuant to the shareholder consent solicitation described in the foregoing resolutions, in accordance with Section 903 of the General Corporation Law of the State of California. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct. This Certificate of Amendment was executed this 24 day of October, 1997. /s/ GARY N. ABERNATHY ---------------------------- Gary N. Abernathy, President ATTEST: /s/ KENT L. MEYER - ------------------------- Kent L. Meyer, Secretary EX-27 3
5 1 3-MOS JUN-30-1997 JUL-1-1997 SEP-30-1997 352,417 0 1,246,294 44,380 286,783 2,683,942 3,285,358 2,958,622 3,333,292 1,940,818 127,173 0 0 11,870,811 449,202 3,333,292 0 1,613,471 0 1,316,242 496,228 0 12,562 (211,561) 0 (211,561) 0 0 0 (211,561) (.058) (.058)
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