-----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, TnFpAcI3iwfGiYbbti+1f27dxIwNCTW0zJ5TIhwzrmC6mtFUG5AIVW4tkGQNQmZe sy3Chwhju4o4hAZcJ3VRBw== 0000008065-96-000018.txt : 19961120 0000008065-96-000018.hdr.sgml : 19961120 ACCESSION NUMBER: 0000008065-96-000018 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASTROSYSTEMS INC CENTRAL INDEX KEY: 0000008065 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 135691210 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-03344 FILM NUMBER: 96667183 BUSINESS ADDRESS: STREET 1: 1220 MARKET STREET STREET 2: SUITE 603 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (302) 652-3115 MAIL ADDRESS: STREET 1: 1220 MARKET STREET STREET 2: SUITE 603 CITY: WILMINGTON STATE: DE ZIP: 19801 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 ______________________________________ or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended to Commission File Number: 0-3344 _____________ ASTROSYSTEMS, INC. _______________________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 13-5691210 ________________________________________ ____________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1220 Market St., Ste 603, Wilmington, Delaware 19801 ______________________________________________ ____________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (302) 652-3115 ____________________ N/A _______________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has 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 require- ments for the past 90 days. Yes No X APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the issuer has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: September 30, 1996 - 5,235,785 ASTROSYSTEMS, INC. AND SUBSIDIARIES INDEX Page No. ________ Part I - FINANCIAL INFORMATION Item 1. Statement of Net Assets in Liquidation 4 September 30, 1996 Statement of Changes in Net Assets in Liquidation 5 Three Months Ended September 30, 1996 Item 2. Management's Discussion and Analysis or Plan of Operation 6 Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 8 PART I - FINANCIAL INFORMATION ASTROSYSTEMS, INC. AND SUBSIDIARIES The financial information herein is unaudited. However, in the opinion of management, such information reflects all adjustments (consisting only of normal recurring accruals) necessary to a fair presentation for the period being reported. Additionally, it should be noted that the accompanying condensed financial statements do not purport to be complete disclosures in conformity with generally accepted accounting principles. On February 2, 1996, the Stockholders of the Company approved a Plan of Complete Liquidation and Dissolution (the "Plan"). Therefore, the financial statements are presented in accordance with the liquidation basis of accounting. These condensed financial statements should be read in conjunction with the Registrant's financial statements for the year ended June 30, 1996. ASTROSYSTEMS, INC. AND SUBSIDIARIES STATEMENT OF NET ASSETS IN LIQUIDATION (amounts in thousands, except per share amounts) (Unaudited) September 30, 1996 ______________ Assets ______ Cash and cash equivalents (1) $27,195 U.S. government securities 12,925 Other assets (2) 4,489 _______ $44,609 Liabilities ___________ Accrued expenses/contingency reserve (3) 10,519 _______ Net assets in liquidation $34,090 ======= Number of common shares (4) 5,960 Net assets in liquidation per share (4) $6.19 ===== (1) Includes $1,000,000 held in an escrow account pursuant to an asset purchase agreement. (2) Assumes no material value for the Company's holdings in AstroPower Inc. (3) The Company believes that the Accrued expenses/contingency reserve will be adequate for payment of all expenses and other known liabilities and foreseeable contingent obligations, as well as an amount estimated to be required to carry out the Plan. Existing liabilities at September 30, 1996: Accounts payable, accrued expenses and miscellaneous $ 1,296 Deferred income taxes 6,258 Minimum payments on nonrecourse obligation 139 Shut down costs and estimated operating costs (including compensation) to administer the Plan through dissolution 3,630 Estimated interest income (1,085) Estimated tax benefit of losses through dissolution (1,019) Reserve for other contingencies 1,300 _______ $10,519 In the event that the Accrued expenses/contingency reserve account is not adequate for payment of the Company's expenses and liabilities, each stockholder could be held liable for pro rata payments to creditors in an amount not to exceed the stockholder's prior distributions from the Company. (4) Assumes the exercise of all dilutive stock options (712,765 options at an average exercise price of $2.88 per share). Net assets in liquidation per share includes the effect of these options as shown below: Number of common shares 5,960 ======= Net assets in liquidation $34,090 Proceeds from the exercise of dilutive stock options 2,055 Estimated tax benefit of compensatory stock options 755 _______ Adjusted net assets in liquidation $36,900 ======= Net assets in liquidation per share $6.19 ===== ASTROSYSTEMS, INC. AND SUBSIDIARIES STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (in thousands) (Unaudited) Three Month Period Ended September 30, 1996 ___________________ Net assets in liquidation at June 30, 1996 $33,586 Changes in estimated liquidation values of assets and liabilities (1) 504 _______ Net assets in liquidation at September 30, 1996 $34,090 ======= Note (1) Includes adjustment in estimated liquidation value of certain assets and liabilities: Cash and securities $ 473 Accounts receivable (32) Other assets (196) Accounts payable 88 Shut down costs 418 Deferred income tax 359 Estimated tax benefit of loss through dissolution (521) Minimum payments on non-recourse obligation 11 Estimated interest income (96) _______ Changes in estimated liquidation value $ 504 ======== MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Liquidity, Capital Resources and Impact of Inflation ____________________________________________________ The Board of Directors adopted, and the stockholders approved on February 2, 1996, a Plan of Complete Liquidation and Dissolution (the "Plan") of the Company. See "Plan of Complete Liquidation and Dissolution" below. The Company announced on March 26, 1996 a Board of Directors authorization for the repurchase of up to 500,000 shares of Common Stock to be made from time to time through open market and privately negotiated transactions (in addition to the 500,000 shares previously authorized on October 23, 1992). To date, 552,527 shares have been repurchased. Statement of Net Assets in Liquidation ______________________________________ Pursuant to the Plan, the Company consummated the sales of the assets of its three operating units (Military Division, Behlman Electronics subsidiary and Industrial Automation Division) as of February 7, 1996. The exact amount of the proceeds to the Company of such sales is dependent upon a final fixed asset and inventory valuation. In connection with the sale of the Military and Behlman operations, $1,000,000 of the purchase price is being held in escrow to provide for indemnification claims that the buyer may assert against the Company or Behlman under the sale agreement. The value of certain inventory items is being disputed; however, the Company does not believe that the final result will affect materially net assets in liquidation. The Company has set aside, as Accrued expenses/contingency reserve, an amount believed to be adequate for payment of all expenses and other known liabilities and foreseeable contingent obligations, including potential tax obligations. Any portion of the contingency reserve which the Company determines is no longer required will be made available for distribution to its shareholders. In the event that the Accrued expenses/contingency reserve account is not adequate for payment of the Company's expenses and liabilities, each stockholder could be held liable for pro rata payments to creditors in an amount not to exceed the stockholder's prior distributions from the Company. Statement of Changes in Net Assets in Liquidation _________________________________________________ The total of Net Assets in liquidation on September 30, 1996 did not change materially from the total on June 30, 1996. Plan of Complete Liquidation and Dissolution ____________________________________________ On February 2, 1996, the stockholders of the Company approved a Plan of Complete Liquidation and Dissolution for the Company. Pursuant to the Plan, the Company has sold its three operating units and intends to sell such of its remaining assets as are not to be distributed in kind to its stockholders. The Company intends to provide for payment of all expenses, liabilities and obligations of the Company and liquidate via distributions to stockholders. The Board is currently unable to predict the precise amount of any distributions pursuant to the Plan. The actual amount and timing of, and record date for, all such distributions will be determined by the Board of Directors, in its sole discretion, and will depend in part upon the Board's determination as to whether particular assets are to be distributed in kind or otherwise disposed of, and the amounts deemed necessary by the Board to pay or provide for all the Company's liabilities and obligations. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. _________________________________ (a) Exhibits. _________ 2. Plan of Complete Liquidation and Dissolution - incorporated by reference to Exhibit A to Proxy Statement of the Company dated January 12, 1996 with respect to Annual Meeting of Stockholders held February 2, 1996 (File No. 0-3344). 3. (a) Certificate of Incorporation - incorporated by reference to Exhibit 3 (a) to the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1993 (File No. 0-3344). (b) By-Laws - incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1993 (File No. 0-3344). 10. Asset Purchase Agreement dated as of January 11, 1996 by and among Astrosystems, Inc., Behlman Electronics, Inc., Orbit International Corp. and Cabot Court, Inc. - incorporated by reference to Exhibit B to Proxy Statement of the Company dated January 12, 1996 with respect to Annual Meeting of Stockholders held February 2, 1996 (File No. 0-3344). 27. Financial Data Schedule (b) Reports on Form 8-K. ____________________ None. No other reportable items 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. ASTROSYSTEMS, INC. November 15, 1996 BY: /S/ ___________________________ ______________________________ Date Gilbert H. Steinberg, Vice President November 15, 1996 /S/ ___________________________ ______________________________ Date Gilbert H. Steinberg, Treasurer and Chief Financial Officer EX-27 2
5 3-MOS 3-MOS JUN-30-1997 JUN-30-1996 JUL-01-1996 JUL-01-1995 SEP-30-1996 SEP-30-1995 27,195 12,329 12,925 11,678 0 2,468 0 58 0 3,874 44,609 30,913 0 177 0 2,625 44,609 43,855 0 1,341 0 0 0 0 0 0 523 459 0 33,862 0 43,855 0 1,760 0 1,760 0 1,408 00 2,405 0 0 0 0 0 0 0 (117) 0 (47) 0 0 0 0 0 0 0 0 0 (70) 0 (.02) 0 0
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