-----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, OTW0Q/pR9CiurcI3d70n0mDWMGqXeg1GIc9U/y0XIAlkdRxOr8k3pWhlNiep8dpC RbV5ZydOelHj1s+WhbDEuQ== 0000950152-96-000468.txt : 19960216 0000950152-96-000468.hdr.sgml : 19960216 ACCESSION NUMBER: 0000950152-96-000468 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960214 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAVENS METAL PRODUCTS INC CENTRAL INDEX KEY: 0000082172 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 550398374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01709 FILM NUMBER: 96518263 BUSINESS ADDRESS: STREET 1: 861 E TALLMADGE AVE STREET 2: P O BOX 10002 CITY: AKRON STATE: OH ZIP: 44310-0002 BUSINESS PHONE: 2166304528 MAIL ADDRESS: STREET 2: P O BOX 10002 CITY: AKRON STATE: OH ZIP: 44310-0002 10-Q 1 RAVENS METALS 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended December 31, 1995 Commission File No. 0-1709 --------------- RAVENS METAL PRODUCTS, INC. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 55-0398374 - ------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) P.O. Box 10002, 861 E. Tallmadge Ave., Akron, OH 44310 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 630-4528. NOT APPLICABLE - ------------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed from last report) 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 (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 --------- ---------- The number of shares outstanding of the issuer's classes of common stock as of February 14, 1996 is: Common stock shares 1,943,525 ----------------------------- 2 PART I. FINANCIAL INFORMATION RAVENS METAL PRODUCTS, INC. BALANCE SHEETS
1995 --------- ASSETS December 31 March 31 ----------- ------------ Current assets: Cash and cash equivalents $ 310,177 $ 394,019 Receivables: Trade, net of allowance for doubtful accounts of $73,500 and $60,000 in December and March 3,871,090 4,438,799 Inventories 6,516,843 4,502,357 (Excess of replacement or current cost over stated values was $2,117,000 and $2,087,000 in December and March) Refundable income taxes 180,250 --- Deferred income taxes 313,000 334,100 Other current assets 123,379 104,061 ----------- ----------- Total current assets 11,314,739 9,773,336 Property, plant and equipment, net 7,023,714 5,896,806 Funds held by trustee for capital expenditures 2,726,801 3,489,400 Other assets 253,226 245,695 ----------- ----------- Total assets $21,318,480 $19,405,237 ----------- -----------
See accompanying notes to financial statements. 2 3 RAVENS METAL PRODUCTS, INC. BALANCE SHEETS, Continued
1995 ---------- LIABILITIES AND SHAREHOLDERS' EQUITY December 31 March 31 ----------- ------------ Current liabilities: Accounts payable - trade $ 3,835,246 $ 3,727,288 Accrued liabilities: Compensation 503,137 521,787 Product warranty 425,000 425,000 Income taxes 12,816 809,021 Other 497,030 403,962 Current installments on term debt 653,799 203,311 ----------- ----------- Total current liabilities 5,927,028 6,090,369 Note payable - bank 6,474,307 3,781,556 Term debt 5,306,737 5,934,529 Accrued pension costs 244,822 244,822 Deferred income taxes 127,450 86,900 ----------- ----------- Total liabilities 18,080,344 16,138,176 ----------- ----------- Commitments and contingencies Shareholders' equity: Common stock, $.01 par value; authorized 3,000,000 shares at December 31 and 10,000,000 shares at March 31; issued 1,943,525 shares at December 31 and 7,769,392 shares at March 31 19,435 77,694 Additional capital 3,419,732 3,361,473 Retained earnings (accumulated deficit) (6,878) 22,047 ----------- ----------- 3,432,289 3,461,214 Unrecognized pension liability (194,153) (194,153) ----------- ----------- Total shareholders' equity 3,238,136 3,267,061 ----------- ----------- Total liabilities and shareholders' equity $21,318,480 $19,405,237 =========== ===========
See accompanying notes to financial statements. 3 4 RAVENS METAL PRODUCTS, INC. STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (ACCUMULATED DEFICIT)
Nine Months Ended December 31 ----------------------------- 1995 1994 ----------- ----------- Net sales $28,437,339 $30,316,446 Other income 80,751 68,974 ----------- ----------- 28,518,090 30,385,420 ----------- ----------- Costs and expenses: Cost of sales 25,445,681 25,852,070 Selling, general and administrative 2,678,001 2,403,383 Interest 441,933 243,384 ----------- ----------- 28,565,615 28,498,837 ----------- ----------- Income (loss) before income taxes (47,525) 1,886,583 Provision (benefit) for income taxes (18,600) 660,300 ----------- ----------- Net income (loss) (28,925) 1,226,283 Retained earnings (accumulated deficit), beginning of period 22,047 (1,779,186) ----------- ----------- Retained earnings (accumulated deficit), end of period $ (6,878) $ (552,903) =========== =========== Net income (loss) per common share $ (.01) $ .63 ====== ======
See accompanying notes to financial statements. 4 5 RAVENS METAL PRODUCTS, INC. STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (ACCUMULATED DEFICIT)
Three Months Ended December 31 ------------------------------ 1995 1994 ----------- ----------- Net sales $11,325,474 $10,200,008 Other income 24,699 26,887 ----------- ----------- 11,350,173 10,226,895 ----------- ----------- Costs and expenses: Cost of sales 9,925,264 8,740,935 Selling, general and administrative 986,476 810,479 Interest 179,993 100,112 ----------- ----------- 11,091,733 9,651,526 ----------- ----------- Income (loss) before income taxes 258,440 575,369 Provision (benefit) for income taxes 100,700 201,700 ----------- ----------- Net income (loss) 157,740 373,669 Retained earnings (accumulated deficit), beginning of period (164,618) (926,572) ----------- ----------- Retained earnings (accumulated deficit), end of period $ (6,878) $ (552,903) =========== =========== Net income (loss) per common share $ .08 $ .19 ====== ======
See accompanying notes to financial statements. 5 6 RAVENS METAL PRODUCTS, INC. STATEMENTS OF CASH FLOWS
Nine Months Ended December 31 ----------------------------- 1995 1994 ---------- ---------- Cash flows from operating activities: Net income (loss) $ (28,925) $1,226,283 Adjustments to reconcile net income (loss) to net cash provided from (used for) operating activities: Depreciation and amortization 383,941 303,990 Deferred income taxes 61,650 70,700 Increase (decrease) in accrued product warranty --- 100,000 Increase (decrease) in provision for losses on accounts receivable 13,500 (25,000) Increase (decrease) in cash from changes in: Receivables 554,209 (152,680) Inventories (2,014,486) (3,016,560) Other current assets (19,318) (125,169) Accounts payable - trade 107,958 904,287 Refundable and accrued income taxes (976,455) 462,460 Other current liabilities 74,418 104,850 Other (27,463) (155,298) ---------- ---------- Net cash provided from (used for) operating activities (1,870,971) (302,137) ---------- ---------- Cash flows from investing activities: Capital expenditures (1,485,429) (1,932,049) Investment of proceeds and income from industrial development revenue bonds with trustee (127,218) (4,900,000) Sale of investments and release of funds held by trustee 889,817 422,967 ---------- ---------- Net cash provided from (used for) investing activities (722,830) (6,409,082) ---------- ---------- Cash flows from financing activities: Payments on term debt (182,792) (79,829) Proceeds from (payments on) note payable - bank, net 2,692,751 1,674,489 Proceeds from industrial development revenue bonds --- 4,900,000 ---------- ---------- Net cash provided from (used for) financing activities 2,509,959 6,494,660 ---------- ---------- Net (decrease) increase in cash and cash equivalents (83,842) (216,559) Cash and cash equivalents at beginning of period 394,019 606,085 ---------- ---------- Cash and cash equivalents at end of period $ 310,177 $ 389,526 ========== ==========
See accompanying notes to financial statements. 6 7 RAVENS METAL PRODUCTS, INC. NOTES TO FINANCIAL STATEMENTS ----------------------------- 1. The information in this report reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented for Ravens Metal Products, Inc. ("The Company"). All adjustments other than those described in this report are, in the opinion of management, of a normal and recurring nature. 2. Earnings per common share are based on net income divided by the weighted average number of common and common stock equivalent shares outstanding. Loss per common share is based on net loss divided by the weighted average number of common shares outstanding. Weighted average number of common shares outstanding was 1,943,525 in 1995 and 1994, adjusted for a one-for-four reverse stock split effected on December 26, 1995. 3. Inventories consist of the following:
December 31, 1995 March 31, 1995 ----------------- -------------- Raw materials $4,210,241 $2,775,219 Work in process 440,305 338,140 Finished goods 1,866,297 1,388,998 ---------- ---------- $6,516,843 $4,502,357 ---------- ----------
The reserve to reduce the carrying value of inventories from current cost to the LIFO basis amounted to approximately $2,117,000 and $2,087,000 at December 31 and March 31, respectively. 4. The Company purchased aluminum extrusions totalling approximately $3,310,507 and $4,353,726 in the nine month periods and $837,618 and $1,461,944 in the three month periods ended December 31, 1995 and 1994, respectively, from Wirt Aluminum Company (formerly Wirt Metal Products, Inc.), a company related through common ownership. The Company owed Wirt approximately $402,523 at December 31 and $738,901 at March 31, 1995 for these purchases. 5. Supplemental cash flow information: 1994 - $300,000 of the purchase price of the land and building in Kent, Ohio was financed by a note payable to the sellers. 7 8 RAVENS METAL PRODUCTS, INC. MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 31, 1995 MATERIAL CHANGES IN FINANCIAL CONDITION Cash decreased from March 31, 1995 to December 31, 1995 due to activities disclosed in the Statements of Cash Flows. Cash from financing activities was used for capital expenditures, mainly for the Kent, Ohio facility, and for operating activities. Working capital increased to $5,387,711 at December 31 from $3,682,967 at March 31. Net receivables decreased due to decreased sales in the quarter ended December 31, 1995 compared to the quarter ended March 31, 1995. Inventories increased due to the startup of the Kent facility. Accrued income taxes decreased due to the payment of federal income taxes for the year ended March 31, 1995. Note payable - bank increased due to borrowings under the line of credit to meet cash needs. Common stock and additional capital have been adjusted for the one-for-four reverse stock split effected December 26, 1995. The Company has a loan and security agreement with First National Bank of Ohio Bank ("FNBO") providing for borrowings under a line of credit expiring on August 31, 1997. The agreement provides for borrowings up to $8,000,000 based on eligible accounts receivable and inventories. Interest is at FNBO's prime rate minus 1/2%. The Company could have borrowed approximately $1,162,000 more than the $6,474,307 owed to the Bank at December 31, 1995. Although no assurances are possible, the Company believes that its cash resources, credit arrangements, and internally generated funds will be sufficient to meet its operating and capital expenditure requirements for existing operations and to service its debt in the next 12 months and foreseeable future. The Company's sales order backlog for new trailers was approximately $5,200,000 and $9,500,000 at December 31 and June 3, 1995, respectively. The sales order backlog has increased to approximately $7,700,000 as of February 13, 1996. 8 9 MATERIAL CHANGES IN RESULTS OF OPERATIONS Nine Months Ended December 31, 1995 Compared to the --------------------------------------------------- Nine Months Ended December 31, 1994 ----------------------------------- Net sales decreased 6.2% due to the commencement of production of the new Eclipse II platform trailer at the new Kent facility in June 1995. Production of the Eclipse I platform trailer at the Jacksonville, North Carolina facility was phased out during the first quarter as the Eclipse II was introduced in Kent. Sales decreased as demand for the Eclipse I declined when the Company announced the Eclipse II. The startup of production in Kent resulted in higher costs because new employees were gaining experience and production levels were below the level needed to cover overhead costs causing the gross profit margin to decrease to 10.5% from 14.7%. Selling, general and administrative expenses increased to 9.4% from 7.9% of net sales as net sales decreased while expenses increased 11.4% mainly due to increased marketing expenditures for the introduction of the Eclipse II and for the utility trailer division which began the production and sale of utility, snowmobile, and personal watercraft trailers during the year ended March 31, 1995. The utility trailer division has not achieved profitability and contributed to the lower results from operations. Interest expense increased mainly due to more debt outstanding during the period ended December 31, 1995 versus the period ended December 31, 1994. Per common share amounts for the nine month and three month periods have been adjusted to reflect the one-for-four reverse stock split. Three Months Ended December 31, 1995 Compared to the ---------------------------------------------------- Three Months Ended December 31, 1994 ------------------------------------ Net sales increased 11.0% as the Kent facility attained a production level sufficient to meet sales orders. The gross profit margin declined to 12.4% from 14.3% due to startup costs at the Kent facility and losses sustained by the utility trailer division. Selling, general and administrative expenses increased to 8.7% from 7.9% of net sales mainly due to the increased marketing expenditures described for the nine month period. 9 10 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders Jacob Pollock, holding 87.51% of the Company's issued and outstanding shares of Common Stock, submitted a written consent in lieu of a special meeting of shareholders to the Company on December 1, 1995 approving certain actions of the Board of Directors of the Company adopting an amendment to the Company's Certificate of Incorporation to reduce the authorized capital stock of the Company to Three Million Three Hundred Thousand (3,300,000) shares, of which Three Million (3,000,000) shares shall be Common Stock having a par value of One Penny ($.01) per share, and Three Hundred Thousand (300,000) shares shall be Preferred Stock having a par value of One Penny ($.01) per share and effecting a one-for-four reverse split of Common Stock whereby each four shares of Common Stock will be exchanged for one share of Common Stock with any fractional interest created by the split rounded up to the next whole share. The amendment and reverse stock split were effected on December 26, 1995. These actions were taken in order to raise the bid price of the Common Stock to facilitate more active trading, although there can be no assurance that an active market will develop merely because of an increase in the price of each share. The reverse stock split resulted in the reduction of issued and outstanding shares of Common Stock from 7,769,392 shares to 1,943,525 shares, including 1,177 shares issued for fractional interests. A Notice of Action to be taken by Written Consent and Information Statement were mailed to shareholders on December 1, 1995. No consents from other shareholders were solicited or received. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit No. Item ----------- ---- 3(i)(a) Amendment to Certificate of Incorporation of Registrant filed December 26, 1995. 3(i)(b) Form of Certificate of Incorporation of Registrant as amended. 27 Financial Data Schedule (b) Reports on Form 8-K: No reports on Form 8-K were filed during the three months ended December 31, 1995. 10 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. RAVENS METAL PRODUCTS, INC. --------------------------- (Registrant) By: /s/ John J. Stitz ---------------------------------- John J. Stitz Chief Financial Officer Date: February 14, 1996 11 EX-3.I.A 2 EXHIBIT 3(I)(A) 1 PAGE 1 Exhibit 3(1)(a) State of Delaware Office of the Secretary of State ________________________________ I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "RAVENS METAL PRODUCTS, INC.", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF DECEMBER, A.D. 1995, AT 8:30 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. [SEAL] /s/ Edward J. Freel ----------------------------------- Edward J. Freel, Secretary of State 2100603 8100 AUTHENTICATION: 7766885 950306724 DATE: 12-26-95 2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION RAVENS METAL PRODUCTS, INC., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said Corporation adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of Ravens Metal Products, Inc. (As Amended): RESOLVED, that the Certificate of Incorporation of Ravens Metal Products, Inc. (As Amended) be further amended by changing the first paragraph of Article 5 thereof so that, as amended, the first paragraph of Article 5 shall be and read as follows: ARTICLE 5 The aggregate number of shares which the Corporation shall have authority to issue is Three Million Three Hundred Thousand (3,300,000) shares, of which Three Million (3,000,000) shares shall be Common Stock having a par value of One Penny ($.01) per share, and Three Hundred Thousand (300,000) shares shall be Preferred Stock having a par value of One Penny ($.01) per share. The remaining text of Article 5 shall not change. 3 SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said RAVENS METAL PRODUCTS, INC. has caused this certificate to be signed by Jacob Pollock, its Chief Executive Officer, on the date set forth below. RAVENS METAL PRODUCTS, INC. By: /s/ Jacob Pollock ------------------------------- Jacob Pollock Chief Executive Officer Date: 12/24/95 ------------------------------ -2- EX-3.I.B 3 EXHIBIT 3(I)(B) 1 Exhibit 3(i)(b) Form of Certificate of Incorporation as amended by amendment filed December 26, 1995. CERTIFICATE OF INCORPORATION OF RAVENS METAL PRODUCTS, INC. (AS AMENDED) ARTICLE 1 The name of the corporation (the "Corporation") is Ravens Metal Products, Inc. ARTICLE 2 The address of the registered office in Delaware of the Corporation is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name and address of the registered agent of the Corporation is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. ARTICLE 3 The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, including, without limitation, the fabrication of equipment, goods and merchandise, and the design and development of the means and equipment for improved fabricating methods, and in general the buying and selling, designing, developing and manufacturing of products, goods, equipments, wares and merchandise. ARTICLE 4 The Corporation may have and maintain offices at such places within and without Delaware as the Board of Directors of the Corporation may determine from time to time. ARTICLE 5 The aggregate number of shares which the Corporation shall have authority to issue is Three Million Three Hundred Thousand (3,300,000) shares, of which Three Million (3,000,000) shares shall be Common Stock having a par value of One Penny ($.01) per share, and Three Hundred Thousand (300,000) shares shall be Preferred Stock having a par value of One Penny ($.01) per share. The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and the provisions of this Article, to provide for the issuance of shares of Preferred stock 2 in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include all rights conferred by the General Corporation Law upon directors, including, but not limited to, determination of the following: (a) The number of shares constituting that series and the distinctive designation of that series; (b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights or priorities, if any, of payment of dividends on shares of that series; (c) Whether the shares of that series shall have voting rights in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (d) Whether the shares of that series shall have conversion privileges, and, if so, the terms and conditions of such privileges, including provision for adjustment of conversion rate(s) in relation to such events as the Board of Directors shall determine; (e) Whether the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (f) Whether there shall be a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and (h) Any other relative rights, preferences and limitations of that series now or hereafter permitted by law. Dividends declared on outstanding shares of Preferred Stock shall be set apart for payment or paid before any dividend shall be declared or set apart for payment or paid on the Common Stock with respect to the same dividend period. 3 If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto. ARTICLE 6 One-third of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If voting by classes is required, this provision shall apply with respect to each such class. ARTICLE 7 In addition to the powers conferred under the General Corporation Law, the Board of Directors of the Corporation shall have power to adopt, amend, or repeal the by-laws of the Corporation, subject to the right of the stockholders of the Corporation entitled to vote with respect thereto to amend and repeal by-laws adopted by the Board of Directors. ARTICLE 8 The election of directors need not be by written ballot unless the by-laws of the Corporation shall so provide. ARTICLE 9 Notwithstanding any other provision of this Certificate of Incorporation or the by-laws of the Corporation (subject to this Article and in addition to any other vote that may be required by law, this Certificate of Incorporation or the by-laws of the Corporation), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the stock of the Corporation entitled to vote shall be required (i) to amend, alter or repeal any provision of this Certificate of Incorporation; (ii) to amend, alter or repeal any by-law of the Corporation at any meeting of shareholders; (iii) for the merger or consolidation of the Corporation with or into any other corporation or business entity; (iv) for the sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation; and (v) for the voluntary dissolution or liquidation of the Corporation; provided, however, that the foregoing requirement shall not apply if the Board of Directors of the Corporation has approved or consented to such amendment, merger, consolidation, sale or other disposition of assets, dissolution or liquidation. 4 ARTICLE 10 Except as otherwise provided in Section 102(b)(7) of the General Corporation Law, as amended from time to time, or in any analogous provision of any successor law, no director of the Corporation shall have personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. ARTICLE 11 The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred herein upon stockholders and directors are granted subject to this reservation. EX-27 4 EXHIBIT 27 - FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS MAR-31-1996 APR-01-1995 DEC-31-1995 310,177 0 3,944,590 73,500 6,516,843 11,314,739 9,785,409 2,761,695 21,318,480 5,927,028 11,781,044 19,435 0 0 3,218,701 21,318,480 28,437,339 28,518,090 25,445,661 25,445,661 2,678,001 13,941 441,933 (47,525) (18,600) (28,925) 0 0 0 (28,925) (.01) (.01)
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