-----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, T/svwOT9XYL+0FBn5SB1dsQ8hgz39RrKE/fGqBw1bYXf+mgiuS8uYUNsQYjtb3pJ norCPDV/z/51XPLgMMaiEA== 0001047469-98-025543.txt : 19980629 0001047469-98-025543.hdr.sgml : 19980629 ACCESSION NUMBER: 0001047469-98-025543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980626 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980626 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA LOGIC INC CENTRAL INDEX KEY: 0000815185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 042772354 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09605 FILM NUMBER: 98655199 BUSINESS ADDRESS: STREET 1: 310 SOUTH ST STREET 2: P O BOX 2258 CITY: PLAINVILLE STATE: MA ZIP: 02762 BUSINESS PHONE: 5086952006 MAIL ADDRESS: STREET 1: 310 SOUTH ST STREET 2: P O BOX 2258 CITY: PLAINVILLE STATE: MA ZIP: 02762 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 --------------- Date of Report (Date of earliest event reported): June 26, 1998 Media Logic, Inc. (Exact name of registrant as specified in its charter) Massachusetts 1-9605 04-2772354 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 310 South Street Plainville, MA 02762 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 695-2006 Exhibit Index on page 4. Item 5. Other Events. On June 26, 1998, the Registrant publicly disseminated a press release announcing the Registrant's fiscal year end March 31, 1998 financial results and that the Registrant had restated its financial results for its third fiscal quarter ended December 31, 1997. The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.1 hereto. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 The Registrant's Press Release dated June 26, 1998. 2 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 hereunto duly authorized. MEDIA LOGIC, INC. (Registrant) Date: June 26, 1998 /s/ John T. Loughran -------------------- John T. Loughran Principal Accounting Officer 3 EXHIBIT INDEX
Exhibit Sequential Number Description Page Number 99.1 The Registrant's Press Release 5 dated June 26,1998
4 EX-99 2 EX99-1 For Immediate Release Exhibit 99.1 Steve Hodge MediaLogic 508-695-2006 MEDIALOGIC ANNOUNCES FISCAL YEAR END MARCH 31, 1998 FINANCIAL RESULTS AND THIRD QUARTER RESTATEMENT Year End Results and Restatement not to Affect New Management Team's Business Objectives Plainville, MA-June 26, 1998-MediaLogic, Inc. (AMEX:TST), a developer and supplier of automated data tape libraries, announced today that net sales for the fourth quarter and fiscal year ended March 31, 1998 were $402,294 and $1,370,669 as compared to $671,669 and $3,644,478 for the respective periods in the prior year. The net losses for the fourth quarter and the fiscal year were $1,439,683 and $4,613,430 versus net losses of $963,063 and $4,122,288 posted for the previous comparable periods. The losses for the quarter and fiscal year ended March 31, 1998 include non-cash interest charges of $103,420 and $756,698, respectively, related to convertible debentures issued as part of financings in March and October 1997. Losses per share were $.13 and $.57 for the quarter and fiscal year ended March 31, 1998, compared to losses per share of $.15 and $.66 for the comparable periods in the prior year. The company also reported that it has restated the results for the third quarter of the fiscal year. Certain products sold by the company were returned subsequent to the issuance of the company's financial statements for the quarter ended December 31, 1997. The restatement reflects the reversal of these product sales, recorded in the third quarter, consisting primarily of initial production tape library units which, despite efforts by the Company to remedy customers' concerns regarding the units, payment was not received and the product was subsequently returned. Net sales for the third quarter ended December 31, 1997 have been restated to $200,749 compared to $450,749 previously reported. The net loss for the third quarter has been restated to $1,075,117 compared to $950,117 previously reported. These third quarter losses resulted in a $.13 loss per share compared to a loss of $.11 per share previously reported. Fiscal year 1998 results reflect research and development expenses for prototype inventory, corporate reorganization costs and the restatement of third quarter net sales. The restatement did not impact fourth quarter revenues. Fourth quarter revenues reflect record sales of its automated tape library units which incorporate Sony AIT tape technology. Greg Scorziello, appointed president and CEO of MediaLogic in February 1998, stated "MediaLogic has undergone significant change since March 1998. The company completed a successful private placement for the express purpose of re-engineering the product, revitalizing and reorganizing the management team, which included the appointment of all new corporate officers and vice presidents and the repositioning of the company and the product. The results of these changes have already begun to pay off 5 with confirmed orders and shipments of our second generation product which addresses the unique tape backup needs of the mid-market segment." Scorziello continued "MediaLogic anticipates that the majority of its projected revenue will come from library sales incorporating compact tape technology, a market projected to grow at over a 30% compound annual growth rate, from $300 million to $1.5 billion, from 1996-2002, according to a recent Freeman Report." Scorziello added, "We believe that MediaLogic is well positioned to take advantage of the growing desire of the mid-size company to employ technologies that incorporate ease of use and a built-in capability to grow and evolve as business needs change." The Company wishes to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking statements under the Act. Such forward-looking statements may include, but are not limited to, statements regarding development and sales of the Company's tape library product line. The Company cautions that numerous factors could cause actual results to differ materially from any forward-looking statements made by the Company. The Company does not fully satisfy all of the American Stock Exchange guidelines for continued listing and there is no assurance listing will be continued. MediaLogic, founded in 1982, is a leading developer and manufacturer of innovative storage solutions, which automate and simplify the centralization and security of business data. Located in Plainville, Massachusetts, MediaLogic's headquarters can be reached at 508-695-2006, or http://www.medialogicinc.com. 6 Media Logic, Inc. Quarter and fiscal year ended March 31, 1998 STATEMENTS OF OPERATIONS
Quarter ended Fiscal year ended March 31, March 31, 1998 1997 1998 1997 ------------------------------ ------------------------------ Net sales $402,294 $671,669 $1,370,669 $3,644,478 ------------------------------ ------------------------------ Gross margin 35,595 242,546 375,860 1,198,295 S, G & A 911,797 775,539 2,837,931 3,596,325 R & D 464,728 491,853 1,423,804 1,808,145 Other income 4,667 15,660 29,143 83,887 Interest expense-convertible debentures 103,420 0 756,698 0 ------------------------------ ------------------------------ Pre-tax loss (1,439,683) (1,009,186) (4,613,430) (4,122,288) Taxes 0 (46,122) 0 0 ------------------------------ ------------------------------ Net loss (1,439,683) (963,064) (4,613,430) (4,122,288) ============================== ============================== Basic and diluted loss per share (0.13) (0.15) (0.57) (0.66) ============================== ============================== Weighted average shares outstanding 10,931,642 6,318,853 8,149,352 6,271,463 ============================== ==============================
BALANCE SHEETS
3/31/98 3/31/97 ------------------------------ Assets Current assets: Cash & short-term investments $155,348 $2,382,875 Receivables 375,215 813,993 Inventories 3,822,238 3,563,482 Other 1,500 1,000 Property & equipment, net 278,439 469,080 Deferred financing costs 157,720 1,711,829 Other assets 6,037 30,696 ------------------------------ Total assets $4,796,497 $8,972,955 ============================== Liabilities & Stockholders' Equity Accounts payable $673,660 $1,107,732 Accrued expenses 283,553 293,238 Convertible subordinated debentures 348,199 3,266,663 Common stock 112,845 63,209 Paid-in capital 24,327,502 20,577,945 Retained deficit (20,949,262) (16,335,832) ------------------------------ Total liabilities & stockholders' equity $4,796,497 $8,972,955 ==============================
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