-----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, DvBi5cCmGwZ2LaJ6/NFAs5JnCDvIEsSYT75y9UEhJbFGTQJiCMecYfB36eV1kfrV P+ekkakbUAMWIqb5T2SIrw== 0000008065-97-000018.txt : 19970514 0000008065-97-000018.hdr.sgml : 19970514 ACCESSION NUMBER: 0000008065-97-000018 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: NONE 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: 97601757 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 March 31, 1997 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 Street, 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 requirements 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 securites 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: March 31, 1997 - 5,246,785 ASTROSYSTEMS, INC. AND SUBSIDIARIES INDEX Page No. Part I - FINANCIAL INFORMATION Item 1. Statement of Net Assets in Liquidation 4 March 31, 1997 Statement of Changes in Net Assets in Liquidation 5 Nine Months Ended March 31, 1997 Item 2. Management's Discussion and Analysis or 6 Plan of Operation Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 8 PAGE 2 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. PAGE 3 ASTROSYSTEMS, INC. AND SUBSIDIARIES STATEMENT OF NET ASSETS IN LIQUIDATION (amounts in thousands, except per share amounts) (Unaudited) March 31, 1997 ________ Assets ______ Cash and cash equivalents (1) $32,245 U.S. government securities 7,925 Other assets (2) 4,984 _______ $45,154 Liabilities ___________ Accrued expenses/contingency reserve (3) 10,828 _______ Net assets in liquidation $34,326 ======= Number of common shares (4) 5,960 Net assets in liquidation per share (4) $ 6.20 ======= (1) Includes $731,556 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 March 31, 1997 (amounts in thousands): Accounts payable, accrued expenses and miscellaneous $ 1,778 Deferred income taxes 6,321 Minimum payments on nonrecourse obligation 111 Shut down costs and estimated operating costs (including compensation) to administer the Plan through dissolution 3,050 Estimated interest income (895) Estimated tax benefit of losses through dissolution (787) Reserve for other contingencies 1,250 _______ $10,828 ======= 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 (718,765 options at an average exercise price of $3.04 per share). Net assets in liquidation per share includes the effect of these options as shown below (amounts in thousands, except per share amounts): Number of common shares 5,960 ======= Net assets in liquidation $34,326 Proceeds from the exercise of dilutive stock options 2,056 Estimated tax benefit of compensatory stock options 543 _______ Adjusted net assets in liquidation $36,925 ======= Net assets in liquidation per share $6.20 ======= PAGE 4 ASTROSYSTEMS, INC. AND SUBSIDIARIES STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (in thousands) (Unaudited) Nine Month Period Ended March 31, 1997 ______________ Net assets in liquidation at June 30, 1996 $33,586 Changes in estimated liquidation values of assets and liabilities (1) 740 _______ Net assets in liquidation at March 31, 1997 $34,326 ======= Note (2) Includes adjustment in estimated liquidation value of certain assets and liabilities (amounts in thousands): Cash and securities $523 Accounts receivable (81) Other assets 348 Accounts payable (394) Shut down costs 998 Deferred income tax 297 Estimated tax benefit of loss through dissolution (753) Minimum payments on non-recourse obligation 39 Estimated interest income (287) Reserve for other contingencies 50 ____ Changes in estimated liquidation values $740 ==== PAGE 5 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 Feburary 2, 1996, a Plan of Complete Liquidation and Dissolution (the "Plan") of the Company. See "Plan of Complete Liquidation and Dissolution" below. The Board of Directors of the Company has authorized 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. To date, 52,527 shares have been repurchased. The repurchase authorization remains in force and the Company will, from time to time, repurchase shares when it is consistent with maximizing shareholder distributions under the Plan. 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 was deposited into escrow to provide for indemnification claims that the buyer may assert against the Company or Behlman under the sale agreement. To date, the buyer has made claims against the escrow in the approximate aggregate amount of $732,000. The remainder of the escrow amount has been released to the Company. The Company is vigorously opposing the buyer's claim. 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 possible contingent 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. PAGE 6 Statement of Changes in Net Assets in Liquidation _________________________________________________ The total of Net Assets in liquidation as of March 31, 1997 did not change materially from the total as of 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 of 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. On February 12, 1997, the Company announced that it intends to make an initial cash distribution to stockholders of approximately $5.00 per share from its Net Assets in Liquidation, pursuant to the Plan, no later than June 30, 1997, or earlier if conditions warrant. The Board is currently unable to predict the precise amount and date of any additional distributions pursuant to the Plan. The exact amount and timing of, and record date for, all 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. PAGE 7 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. _________________________________ (a) Exhibits. 2. Plan of Complete Liquidation and Dissolution - incorporated herein 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 herein 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 herein 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). 27. Financial Data Schedule (b) Reports on Form 8-K. ____________________ None. No other reportable items PAGE 8 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. May 13, 1997 BY: /S/ ______________________ ____________________________ Date Gilbert H. Steinberg, Vice President May 13, 1997 /S/ ______________________ ____________________________ Date Gilbert H. Steinberg, Treasurer and Chief Financial Officer EX-27 2
5 1,000 9-MOS 3-MOS JUN-30-1997 JUN-30-1997 JUL-01-1996 JAN-01-1997 MAR-31-1997 MAR-31-1997 32,245 32,245 7,925 7,925 0 0 0 0 0 0 45,154 45,154 0 0 0 0 45,154 45,154 10,828 10,828 0 0 0 0 0 0 0 0 0 0 10,828 10,828 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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