-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DS2Z3e9HVLthPmaIdEHxtei5rQHOqtzC1oebnImMvWIG1hadT0FCGXH+D3gO+j7J wG0Tx4fy9GTyy9P9YL+rWw== 0000950144-95-002034.txt : 19950724 0000950144-95-002034.hdr.sgml : 19950724 ACCESSION NUMBER: 0000950144-95-002034 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950721 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTOR AEROMOTIVE CORP CENTRAL INDEX KEY: 0000830664 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 330254334 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10559 FILM NUMBER: 95555277 BUSINESS ADDRESS: STREET 1: 400 N MARINE AVE CITY: WILMINGTON STATE: CA ZIP: 90744 BUSINESS PHONE: 310-522-5500 MAIL ADDRESS: STREET 1: 7601 CENTURION PKWY SOUTH CITY: JACKSONVILLE STATE: FL ZIP: 32256 10-Q/A 1 VECTOR AEROMOTIVE AMENDED FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A AMENDMENT NO. 1 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended Commission file number March 31, 1995 000-17303 VECTOR AEROMOTIVE CORPORATION (Exact name of registrant as specified in its charter) NEVADA 33-025-4334 (State of Incorporation) (I.R.S. Employer Identification No.) 7601 CENTURION PARKWAY JACKSONVILLE, FLORIDA 32256 (Address of principal executive offices) (904) 645-0505 (Issuer's telephone number) Check whether the issuer (1) 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 [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Common Stock, $.01 par value per share; 42,379,699 shares outstanding as of May 12, 1995 2 TABLE OF CONTENTS PAGE PART I Item 6. Exhibits and Reports on Form 8-K 1 3 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibits - -------- 10.01 Exhibits A through E to Agreed Contract between Vector Aeromotive Corporation and automobili Lamborghini, S.p.A. for Engine Development Program and Engine Purchase Agreement. 1 4 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VECTOR AEROMOTIVE CORPORATION By /s/ D. Peter Rose -------------------------------- D. Peter Rose President July 20, 1995 /s/ Sultaman G. Lubis --------------------------------- Sultaman G. Lubis Chief Financial Officer, Treasurer July 20, 1995 EX-10.01 2 CONTRACT BETWEEN VECTOR & LAMBORGHINI 1 EXHIBIT 10.01 ENGINE DEFINITION - ----------------- QT. ITEM 1 Long Block 1 Engine Pan 2 Camshaft Cover 1 Intake Manifold 1 Crankshaft Harmonic Balance 1 Crankshaft Drive Pulley 1 Eng. Acc. Drive Belt 1 Alternator 1 Power Steering Pump 1 A/C Comp. R-134A 1 A/C Comp Bracket 1 Atl/P/S Pump Bracket QT. ITEM 1 Water Pump 1 Starter Motor 2 Throttle Bodies 1 Throttle Linkage 2 Fuel Rails 12 Fuel Injectors 1 Ignition Systems 2 Coil Units 12 Spark Plugs 1 Set Spark Plug Wires 1 Engine Control Module 1 Engine Wire Harness QT. ITEM All Water Temp. Sensors All Oil Pressure Sensors All Intake Manifold Sensors 1 Left Engine Mount 1 Left Engine Mount Support 1 Right Engine Mount 1 Right Engine Mount Support 1 Oil Cooler Line Adapter 1 Oil Filter 1 Exhaust System, Excl. Muffler 1 Bell Housing 1 Clutch EXHIBIT "A" 2
EVENT DATE EXPLANATION CAR RESP. 1 Lamborghini engine development 9-20-94 to Lambor. 7/30/95 2 Chassis frame and drawings for engine 9/20/94 The design of the new engine parts and the EPA1 Vector installation sent to Lamborghini powertrain installation study cannot begin (EPA1) before receiving a chassis frame and drawings of the parts involved in powertrain installation. 3 Powertrain definition (general layout) 10/15/94 Vector supplies transmission. Lambor. Vector 4 Aerodynamic test for radiator air 10/30/94 Wind tunnel test or by simulation in order Vector intake to investigate radiator air flow issue. Lambor. will supply calculated requirement for minimum air flow at top speed (full power) necessary for engine cooling. 5 Exhaust emission control system 9/29/94 to Some parts (i.e. exhaust manifold, catalytic EPA1 Lambor. preliminary design 1/1/95 converters) have to be defined during the engine installation study. 6 Evaporative emission control system 12/1/94 to Engine management system (LIE 96), fuel system, EPA1 Lambor. and CARB fill rate preliminary design 2/1/95 fuel tanks are involved in this design. Vector 7 Engine electrical wiring system design 12/7/94 to The final details have to be completed in an EPA1/ Lambor. and development 3/28/95 updated car. The engine wiring system must EPA2 (Vector) match the car wiring system. 8 OBDII design, test and supply 10/1/94 to EPA2 Lambor. 6/1/95 (Vector) 9 Emission control and OBD design review 2/1/95 to Lambor. 2/10/95 (Vector) 10 Emission tests basic parameters 11/17/94 to Basic parameters for emission test procedure Lambor. determination 11/28/94 are determined (horsepower, test weight, shift (Vector) schedule) together with a preliminary test using Lamborghini Diablo. The weight of the car will be a Vector projection. 11 Design of new engine parts and 10/1/94 to New parts have to be designed in order to allow prototypes 3/10/95 the installation of Lambo V-12 engine in AVTECH (i.e. intake manifolds, oil sump, bell housing, etc.) Total time (design, casting, machining) to get prototypes is not less than 5 mos. 12 Powertrain package: preliminary 10/1/94 to Preliminary study with "cut and sew" technique EPA1 Lambor. development 11/30/94 using the first chassis frame sent by Vector to Lamborghini. 13 Decision for gear ratios 1/2/95 To be agreed upon with Lambor. and Vector for Vector installation prior to transfer to Lambor. of EPA2.
Exhibit "B" Page 1 3 14 Powertrain package: final 2/2/95 to Complete study and install. of Lambor. eng. with final EPA1 Lambor. development 3/25/95 parts. Vector supplies transmission for EPA2. EPA2 Vector 15 EPA2 transferred to Lamborghini 3/2/95 This car should stay at Lamborghini for road tests and Vector (complete car with car wiring system) emission calibration. 16 Engine cooling preliminary 2/2/95 to Both water cooling and oil cooling system have to be EPA1/ Lambor. development 5/20/95 developed. Road and track tests needed. It is possible EPA2 Vector that body part modifications are needed. (Concern about water radiator air intake.) 17 Engine bench tests 3/1/95 to Reliability and durability of the new engine-related parts Lambor. 4/1/95 to be verified. 18 Road tests 3/1/95 to Reliability and durability of the new engine-related parts EPA2 Lambor. 5/1/95 to be verified. 19 Exhaust and evaporative emission 4/1/95 to EPA1/ preliminary tuning 4/30/95 EPA2 20 Altitude tests, cold CO tests 5/1/95 to These tests can be done in Europe EPA2 Lambor. 5/30/95 21 EPA3 transferred to Lambor. and 3/10/95 to EPA3 Vector final emis. calibr. (comp. car 5/1/95 Lambor. & wiring sys.) 22 O-mile test mileage accumulation 5/6/95 to EPA3 Lambor. 4,000 mile test. 6/15/95 23 Test at EPA 7/10/95 to EPA3 Lambor. 7/20/95 24 Hot weather test, final engine 6/10/95 to EPA2 Lambor. cooling validation. 7/30/95 Vector 25 Final electrical wiring sys. 7/10/95 to Ensuring compatibility between car and engine systems EPA2 Lambor. validation 7/30/95 (Vector)
Exhibit "B" Page 2 4 POWERTRAIN TESTING INCLUDING EPA, CARB, OBDII CONFORMITY EVENT EXPLANATION ENGR. TEST RESP RESP 1 Cold start (engine management) -20 degrees C cold start test Lambor. Lambor. 2 Cold start (battery power supply) -20 degrees C cold start test Vector Lambor. 3 Idle quality Considering the particular characteristics of this kind of high Lambor. Lambor. performance engine, on uneven idle and trace conditions are acceptable provided an oscillation of idle RPM is within +/-100 rpm at normal running temperature 4 Snowpacking (engine) The air induction system must remain functional in snowy conditions Vector Vector 5 Snowpacking (air intake) Parallel test with above Vector Lambor. 6 Hot fuel handling Test at +30 degrees C with hot engine (water temperature +95C) Lambor. Lambor. same conditions as for idle quality. 7 Fuel starvation (fuel tank and Brake and cornering tests Vector Lambor. fuel pump installation) 8 Fuel starvation (engine mgt.) Brake and cornering tests (parallel test with above) Lambor. Lambor. 9 Altitude driving 10 Detonation (knock) The engine must not exhibit detonation during normal driving functions Lambor. Lambor. 11 Cooling system (engine compnts.) Tests according to Lamborghini STD 900-2-08/900-2-09 (high speed, idle, Lambor. Lambor. urban cycle, acceleration cycle, mountain cycle) 12 Cooling system (water radiators, Parallel test with above, with particular reference to radiator air Vector Lambor. oil cooler, air flow) flow issue. 13 Wind tunnel test to analyze air Vector should prepare an alternative venting system to use in case of Vector Vector flow to water radiator and oil negative result cooler
Exhibit "C" 5 POWERTRAIN TESTING INCLUDING EPA, CARB, OBDII CONFORMITY EVENT EXPLANATION ENGR. TEST RESP RESP 1 Cold start (engine management) -20 degrees C cold start test Lambor. Lambor. 2 Cold start (battery power supply) -20 degrees C cold start test Vector Lambor. 3 Idle quality Considering the particular characteristics of this kind of high Lambor. Lambor. performance engine, on uneven idle and trace conditions are acceptable provided an oscillation of idle RPM is within +/-100 rpm at normal running temperature 4 Snowpacking (engine) The air induction system must remain functional in snowy conditions Vector Vector 5 Snowpacking (air intake) Parallel test with above Vector Lambor. 6 Hot fuel handling Test at +30 degrees C with hot engine (water temperature +95C) Lambor. Lambor. same conditions as for idle quality. 7 Fuel starvation (fuel tank and Brake and cornering tests Vector Lambor. fuel pump installation) 8 Fuel starvation (engine mgt.) Brake and cornering tests (parallel test with above) Lambor. Lambor. 9 Altitude driving 10 Detonation (knock) The engine must not exhibit detonation during normal driving functions Lambor. Lambor. 11 Cooling system (engine compnts.) Tests according to Lamborghini STD 900-2-08/900-2-09 (high speed, idle, Lambor. Lambor. urban cycle, acceleration cycle, mountain cycle) 12 Cooling system (water radiators, Parallel test with above, with particular reference to radiator air Vector Lambor. oil cooler, air flow) flow issue. 13 Wind tunnel test to analyze air Vector should prepare an alternative venting system to use in case of Vector Vector flow to water radiator and oil negative result cooler
Exhibit "D" Page 1 6 14 EPA and CARB emissions (50 states) Including testing at altitude (CARB standard) "cold co" test, 0-4000 Vector Vector and OBDII. (OBDII for MY96) mile tests, official test at EPA CAFE penalty is accepted, but fuel consumption will be optimized within the parameters of maintaining engine and emissions performance Lambor. will support Vector for the documentation, but the official application has to be by Vector. 15 Engine bench tests Reliability and durability tests with regard to the new engine Lambor. Lambor. components (including new exhaust system) but excluding muffler - 100 hour test according to Lambor. engine durability STD 16 Car road tests (engine components) Reliability and durability tests (15,000 km according to Lambor. Lambor. Lambor. including engine wiring system car durability STD 17 Car road tests (car components Parallel test with above Vector Lambor. including wiring system)
Exhibit "D" Page 2 7
VECTOR AVTECH FMVSS SCHEDULE EVENT DATE EXPLANATION RESP. 1 Exterior Design 2/1/95 Completion of exterior design. VECTOR 2 Photometric 8/1/94 to Testing of all lighting VECTOR 8/3/94 3 DOT2 Complete 2/6/95 to Deliver to Global Vehicle Services. FMVSS Testing: VECTOR 4/7/95 Occupant Protection in Interior Impact; Head Restraints; Impact Proctection from Steering Column; Steering Column Rearward Displacement; Glazing Materials; Door Locks/Retention; Wheel Nuts/Discs/Hubs; Side Door Strength (static); 4 EPA2 Complete 5/1/95 to FMVSS Testing: Windshield Defrosting/Defogging; Windshield VECTOR 5/30/95 Wiping/Washing; Hydraulic Brake System. They will be done in Europe with Lamborghini support under Vector responsibility. *(1) 5 DOT7 Complete 1/2/95 to Deliver to Global Vehicle Services. Airbag development. VECTOR 4/14/95 35 MPH Crash Test. 6. DOT1 Complete 1/30/95 to Deliver to Global Vehicle Services. FMVSS Testing: Controls and VECTOR 4/14/95 Displays; Transmission Shift Lever/Starter Interlock/Transmission Braking Effect; Brake Hoses; Reflecting Surfaces; Lamps/Reflective Devices; New Pneumatic Tires; Tires/Rims; Rear View Mirrors. 7 DOT1 Continued 1/30/95 to FMVSS Testing: Headlamp Concealment Device; Hood Latch VECTOR 4/14/95 System; Theft Protection; Vehicle ID No.; Brake Fluid; Power Windows; Occupant Crash Protection - Front, Rollover; Windshield Mounting; Windshield Zone Intrusion; Fuel System Integrity - Front, Rear; Bumper Standard. 8 Complete DOT5 2/20/95 to Deliver to Global Vehicle Services. FMVSS Testing: Side Door VECTOR 3/10/95 Strength; Fuel System Integrity - Side. 9 Pilot Build 1/2/95 to Begin production of pre-production vehicle. VECTOR 4/14/95 *(1) This eliminates transfer of EPA2 from Lambor. to Vector and Vector to Lambor.
Exhibit "E" -----END PRIVACY-ENHANCED MESSAGE-----