-----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, Ow3XvGY2iQcFpZww0UqLgS3E+hCTDSIo2Ox/ZND1+lvradOt679Fa1h0O0MbVPM0 Pl6AZo35lV3894pnO44tig== 0000950135-96-003393.txt : 19960809 0000950135-96-003393.hdr.sgml : 19960809 ACCESSION NUMBER: 0000950135-96-003393 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960808 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBIS TECHNOLOGY CORP CENTRAL INDEX KEY: 0000855182 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042987600 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23150 FILM NUMBER: 96605702 BUSINESS ADDRESS: STREET 1: 32A CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 5087774247 MAIL ADDRESS: STREET 2: 32 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 10-Q 1 IBIS TECHNOLOGY FORM 10-Q QUARTERLY REPORT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20569 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 1996 Commission file number 0-23668 ------------- ------- Ibis Technology Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-2987600 - -------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 32 Cherry Hill Drive, Danvers, MA 01923 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (508) 777-4247 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 --- --- 5,169,352 shares of Common Stock, par value $.008, were outstanding on August 5, 1996. Total Number of Pages: 37 --------- Exhibit Index at Page 16 --------- 1 2 IBIS TECHNOLOGY CORPORATION INDEX PART 1 - FINANCIAL INFORMATION PAGE - ------------------------------- NUMBER Item 1 - Financial Statements: Balance Sheets December 31, 1995 and June 30, 1996 ..................... 3 Statements of Operations Three Months Ended June 30, 1995 and 1996 ................ 4 and Six Months Ended June 30, 1995 and 1996 Statements of Cash Flows Six Months Ended June 30, 1995 and 1996 .................. 5 Notes to Financial Statements ................................ 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations ...................... 7 PART II - OTHER INFORMATION Item 1 - Legal Proceedings ......................................... 13 Item 2 - Changes in Securities ..................................... 13 Item 3 - Defaults upon Senior Securities ........................... 13 Item 4 - Submission of Matters to a Vote of Security Holders ....... 13 Item 5 - Other Information ......................................... 13 Item 6 - Exhibits and Reports on Form 8-K .......................... 13 Signatures ......................................................... 15 Exhibit Index ...................................................... 16 2 3 IBIS TECHNOLOGY CORPORATION BALANCE SHEETS
(UNAUDITED) DECEMBER 31, JUNE 30, 1995 1996 ------------ ----------- ASSETS: - ------ CURRENT ASSETS: Cash and cash equivalents .......................... $ 2,279,852 $ 11,798,964 Accounts receivable, net ........................... 2,743,090 1,013,170 Inventories, net (note 3) .......................... 696,965 2,135,523 Prepaid expenses and other assets .................. 80,786 157,047 ------------ ------------ Total current assets ....................... 5,800,693 15,104,704 ------------ ------------ Property and equipment, net ........................ 4,803,179 5,762,801 Patents and other assets, net ...................... 354,229 362,094 ------------ ------------ Total assets ............................... $ 10,958,101 $ 21,229,599 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY: - ------------------------------------ CURRENT LIABILITIES: Bank notes payable, current (note 4) ............... $ 372,507 $ -- Capital lease obligation, current .................. 817,746 811,325 Accounts payable ................................... 484,044 782,869 Accrued liabilities ................................ 423,569 463,334 Deferred revenue, current .......................... 239,433 1,315,388 ------------ ------------ Total current liabilities .................. 2,337,299 3,372,916 ------------ ------------ Bank notes payable, long-term (note 4) ............. 473,281 -- Capital lease obligation, noncurrent ............... 1,630,421 1,239,812 Other accrued liabilities .......................... 1,708,007 1,923,433 ------------ ------------ Total liabilities .......................... 6,149,008 6,536,161 ------------ ------------ STOCKHOLDERS' EQUITY (NOTE 5): Undesignated preferred stock, $.01 par value ..... Authorized 2,000,000 shares; none issued ......... -- -- Common stock, $.008 par value .................... Authorized 10,000,000 shares; issued 3,511,746 and 5,165,175 shares in 1995 and 1996, respectively 28,094 41,321 Additional paid-in capital ....................... 14,925,304 25,342,178 Accumulated deficit .............................. (10,112,457) (10,668,869) Less: Deferred compensation and notes receivable stockholders ................... (31,848) (21,192) ------------ ------------ Total stockholders' equity ................. 4,809,093 14,693,438 ------------ ------------ Total liabilities and stockholders' equity . $ 10,958,101 $ 21,229,599 ============ ============
See accompanying notes to financial statements. 3 4 IBIS TECHNOLOGY CORPORATION STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, --------------------------- ---------------------------- 1995 1996 1995 1996 ---------- ---------- ----------- ---------- NET SALES AND REVENUE: Product sales ........................ $ 708,941 $1,099,400 $ 1,178,931 $2,390,388 Contract and other revenue ........... 280,325 111,611 578,310 524,394 Equipment revenue .................... -- 1,000,000 -- 1,240,000 ---------- ---------- ----------- ---------- Total sales and revenue (note 2) 989,266 2,211,011 1,757,241 4,154,782 COST OF SALES AND REVENUE: Cost of product sales ................ 925,841 971,562 1,896,363 2,031,531 Cost of contract and other revenue ... 83,290 35,249 229,287 57,261 Cost of equipment revenue ............ -- 750,000 -- 930,000 ---------- ---------- ----------- ---------- Total cost of sales and revenue 1,009,131 1,756,811 2,125,650 3,018,792 ---------- ---------- ----------- ---------- Gross profit (loss) ............ (19,865) 454,200 (368,409) 1,135,990 ---------- ---------- ----------- ---------- OPERATING EXPENSES: General and administrative ......... 322,254 367,426 619,820 722,422 Marketing and selling .............. 116,433 127,855 298,248 258,252 Research and development ........... 396,725 295,081 816,392 706,441 ---------- ---------- ----------- ---------- Total operating expenses ....... 835,412 790,362 1,734,460 1,687,115 ---------- ---------- ----------- ---------- Loss from operations ........... (855,277) (336,162) (2,102,869) (551,125) ---------- ---------- ----------- ---------- OTHER INCOME (EXPENSE): Interest income .................... 52,040 160,016 99,735 206,243 Interest expense ................... (63,790) (96,771) (127,540) (209,202) Other .............................. 1,427 715 1,798 (1,072) ---------- ---------- ----------- ---------- Total other income (expense) ... (10,323) 63,960 (26,007) (4,031) ---------- ---------- ----------- ---------- Loss before income taxes ....... (865,600) (272,202) (2,128,876) (555,156) Income tax expense ................... -- -- (1,256) (1,256) ---------- ---------- ----------- ---------- Net loss ....................... $ (865,600) $ (272,202) $(2,130,132) $ (556,412) ========== ========== =========== ========== Net loss per common share ............ $ (0.26) $ (0.05) $ (0.64) $ (0.13) ========== ========== =========== ========== Weighted average number of common shares outstanding ........ 3,378,004 5,009,467 3,348,512 4,264,107 ========== ========== =========== ==========
See accompanying notes to financial statements. 4 5 IBIS TECHNOLOGY CORPORATION STATEMENT OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, ----------------------------- 1995 1996 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ............................................... $(2,130,132) $ (556,412) Depreciation and amortization .......................... 908,992 757,339 Amortization of deferred compensation .................. 12,175 10,656 Loss from sale of asset ................................ -- 1,788 Changes in operating assets and liabilities ............ (1,418,928) 1,845,072 ----------- ------------ Net cash provided by (used in) operating activities ............................. (2,627,893) 2,058,443 ----------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment, net ............... (957,874) (1,692,012) Decrease (increase) in other assets .................... 354,532 (34,602) ----------- ------------ Net cash used in investing activities .............. (603,342) (1,726,614) ----------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Increase in notes payable .............................. 515,111 -- Payments of bank notes payable ......................... (104,492) (845,788) Payments of capital lease obligations .................. (288,433) (397,030) Exercise of stock options and issuance of warrants ............................. 19,223 43,952 Proceeds from sale of common stock, net of issuance costs ................................ -- 10,386,149 ----------- ------------ Net cash provided by financing activities ......... 141,409 9,187,283 ----------- ------------ Net increase (decrease) in cash and cash equivalents (3,089,826) 9,519,112 Cash and cash equivalents, beginning of period ........... 5,134,494 2,279,852 ----------- ------------ Cash and cash equivalents, end of period ................. $ 2,044,668 $ 11,798,964 =========== ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest ............... $ 80,693 $ 182,385 =========== ============
See accompanying notes to financial statements. 5 6 IBIS TECHNOLOGY CORPORATION NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (1) INTERIM FINANCIAL STATEMENTS - -------------------------------- The accompanying financial statements are unaudited, except for the Balance Sheet as of December 31, 1995, and have been prepared by the Company in accordance with generally accepted accounting principles. The interim financial statements are unaudited, but in the opinion of management include all adjustments which consist only of normal and recurring adjustments, necessary for a fair presentation of its financial and results of operations. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company as of and for the year ended December 31, 1995. (2) REVENUE RECOGNITION - ----------------------- Product sales are recognized upon shipment. Contract and equipment revenue are recognized on the percentage-of-completion method. Other revenue consists primarily of non-refundable net license fees received from the sublicense of the Company's beam scanning system. (3) INVENTORIES - --------------- Inventories consist of the following:
DECEMBER 31, JUNE 30, 1995 1996 ----------- ---------- Raw materials................ $486,043 $ 475,342 Work in process.............. 15,323 46,830 Finished goods............... 195,599 231,454 Equipment in process......... - 1,381,897 -------- ---------- $696,965 $2,135,523 ======== ==========
(4) BANK NOTES PAYABLE: - ---------------------- During May 1996, the Company paid off amounts outstanding under its term loan totaling $721,619. (5) CAPITALIZATION - ------------------ On April 9, 1996, the Company completed a public offering of 1,600,000 shares of common stock at $7.25 per share. The Company's net proceeds from the offering were approximately $10,386,000. 6 7 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Ibis Technology Corporation ("Ibis" or the "Company") was formed in October 1987 and commenced operations in January 1988. The Company's initial activities consisted of producing and selling SIMOX wafers and conducting funded and unfunded research and development activities. This research led to the Company's development of a proprietary second generation implanter, the Ibis 1000, and to other proprietary process technology. Until 1993, much of the Company's revenue was derived from research and development contracts and sales of SIMOX wafers for military applications. Over the past few years, there has been a shift in revenue to sales of SIMOX wafers for commercial applications. For the six months ended June 30, 1996 and for the fiscal year ended December 31, 1995, commercial product sales (measured in dollar volume) represented 91% and 82%, respectively, of total product sales compared with 23% of total product sales for the fiscal year ended December 31, 1991. To date, most customers of the Company that have purchased wafers for what the Company believes are commercial applications have done so solely for the purpose of characterizing and evaluating the wafers. Thus, historical sales are not necessarily indicative of future operations because such sales would not be considered of a recurring nature. The Company currently has three oxygen implanters on-line (the Ibis 1000 production implanter and two NV-200s) and is currently constructing four additional Ibis 1000 implanters, one of which will be primarily dedicated to Motorola's production requirements and another of which is intended to be sold to a semiconductor manufacturer to supplement its internal requirements. The demand for material produced by the Ibis 1000 currently exceeds supply, whereas the older NV-200 implanters have surplus capacity. This current capacity constraint will continue to present a major challenge until the second Ibis 1000 production unit is in production, which is anticipated to be in the third quarter of 1996. Two additional implanters are anticipated to be in operation in the first quarter of 1997. As the Company expands its production capacity in anticipation of expected increases in demand, it is anticipated that gross margins on product sales will initially be adversely affected until the implanters operate at or near full capacity. There can be no assurance that the Company will succeed in attracting a sufficient number of customers and/or orders for SIMOX wafers to offset such production costs or that the Company will succeed over its competition. RESULTS OF OPERATIONS SECOND QUARTER ENDED JUNE 30, 1996 COMPARED TO SECOND QUARTER ENDED JUNE 30, 1995 PRODUCT SALES. Total revenue for the second quarter ended June 30, 1996, was $2,211,011, an increase of $1,221,745 or 123.5% from total revenue of $989,266 for the second quarter ended June 30, 1995. Product sales increased to $1,099,400 for the second quarter ended June 30, 1996, an increase of $390,459 or 55.1% from $708,941 for the second quarter ended June 30, 1995. Product sales for commercial applications increased approximately 103% over the prior fiscal quarter. The increase in product sales is attributable to the increased commercial demand and a higher average sales price per wafer for the second quarter of 1996 compared to 1995, due to larger wafer sizes. 7 8 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) CONTRACT AND OTHER REVENUE. Contract and other revenue decreased for the second quarter ended June 30, 1996 to $111,611 from $280,325 for the second quarter ended June 30, 1995, a decrease of $168,714 or 60.2%. This decrease resulted from decreased government contract backlog. Government contracts are subject to negotiated overhead rates, and work performed under government contracts is subject to audit and retroactive adjustments of amounts paid to the Company. The Company has been audited by the Defense Contract Audit Agency ("DCAA") in connection with the Company's 1990 through 1995 overhead and general and administrative rates. It has been determined that retroactive adjustments of amounts previously paid to the Company are not material. EQUIPMENT REVENUE. Equipment revenue for the second quarter ended June 30, 1996 was $1,000,000. This represents revenue recognized using the percentage-of-completion method in connection with the sale of an Ibis 1000 implanter to a major semiconductor manufacturer to supplement its internal requirements. TOTAL COST OF REVENUE. Cost of product sales for the second quarter ended June 30, 1996 was $971,562, as compared to $925,841 for the second quarter ended June 30, 1995, an increase of $45,721 or 4.9%. Cost of contract and other revenue for the second quarter ended June 30, 1996 was $35,249, as compared to $83,290 for the second quarter ended June 30, 1995, a decrease of $48,041, or 57.7%. Cost of equipment revenue for the second quarter ended June 30, 1996 was $750,000. The increase in cost of revenue results primarily from increases in cost of equipment revenue, materials, including the cost to add epitaxy to wafers, and wafer processing payroll and fringes as a result of operating implanters extra shifts. The gross margin for all sales was 20.5% for the second quarter ended June 30, 1996, as compared to a negative gross margin of 2% for the second quarter ended June 30, 1995. The gross margin significantly improved for the second quarter ended June 30, 1996 primarily due to more effective utilization of the production capacity, which consists primarily of fixed costs, caused by a 55.1% increase in product sales, and profit recognized on equipment sales. In addition, depreciation expense decreased 30% from the prior year quarter due to the write-off of the prototype implanter in the third quarter of 1995. GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the second quarter ended June 30, 1996 were $367,426 (or 16.6% of total revenue) as compared to $322,254 (or 32.6% of total revenue) for the second quarter ended June 30, 1995. The increase is due to increases in investor relations expenses, transfer agent fees, and training costs. MARKETING AND SELLING EXPENSES. Marketing and selling expenses for the second quarter ended June 30, 1996 were $127,855 (or 5.8% of total revenue) as compared to $116,433 (or 11.8% of total revenue) for the second quarter ended June 30, 1995, an increase of $11,422 or 9.8%. The increase in marketing and selling expenses is primarily a result of additional personnel. Other marketing and selling expenses remained relatively stable. RESEARCH AND DEVELOPMENT. Internally funded research and development expenses decreased by $101,644, or 25.6%, to $295,081 (or 13.3% of total revenue) for the second quarter ended June 30, 1996, as compared to $396,725 (or 40.1% of total revenue) for the second quarter ended June 30, 1995. The decrease is primarily a result of certain personnel's time and effort being deployed and capitalized in connection with the Ibis 1000 implanter machines in process during the second quarter of 1996. 8 9 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LOSS FROM OPERATIONS. The loss from operations for the second quarter ended June 30, 1996 was $336,162 as compared to a loss of $855,277 for the second quarter ended June 30, 1995. The decrease in loss from operations primarily resulted from the 123.5% increase in revenue combined with improved gross margins and reduced operating expenses. OTHER INCOME (EXPENSE). Total other income for the second quarter ended June 30, 1996 was $63,960 as compared to total other expense of $10,323 for the second quarter June 30, 1995. Total other income is a result of interest income earned on the proceeds from the April 1996 public offering, which was offset by interest on capitalized leases and notes payable. LOSS BEFORE INCOME TAXES. The loss before income taxes was $272,202 for the second quarter ended June 30, 1996, as compared to $865,600 for the second quarter ended June 30, 1995. SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995 PRODUCT SALES. Total revenue for the six months ended June 30, 1996, was $4,154,782, an increase of $2,397,541 or 136.4% from total revenue of $1,757,241 for the six months ended June 30, 1995. Product sales increased to $2,390,388 for the six months ended June 30, 1996, an increase of $1,211,457 or 102.8% from $1,178,931 for the six months ended June 30, 1995. Product sales for commercial applications increased approximately 2.9 times over the prior six month period. The increase in product sales is attributable to the increased commercial demand and a higher average sales price per wafer for the six months ended June 30, 1996 compared to 1995, due to larger wafer sizes. In addition, in the first quarter of 1995 substantially all of the product sales were generated on the older NV-200 implanters as the production Ibis 1000 was placed in service in the second quarter of 1995. CONTRACT AND OTHER REVENUE. Contract and other revenue decreased for the six months ended June 30, 1996 to $524,394 from $578,310 for the six months ended June 30, 1995, a decrease of $53,916 or 9.3%. This decrease resulted from decreased government contract backlog which was offset by the receipt of non-refundable net license fees for the Company's proprietary beam scanning system for certain applications other than oxygen implantation. Government contracts are subject to negotiated overhead rates, and work performed under government contracts is subject to audit and retroactive adjustments of amounts paid to the Company. The Company has been audited by the Defense Contract Audit Agency ("DCAA") in connection with the Company's 1990 through 1995 overhead and general and administrative rates. It has been determined that retroactive adjustments of amounts previously paid to the Company are not material. EQUIPMENT REVENUE. Equipment revenue for the six months ended June 30, 1996 was $1,240,000. This represents revenue recognized using the percentage-of-completion method in connection with the sale of an Ibis 1000 implanter to a major semiconductor manufacturer to supplement its internal requirements. TOTAL COST OF REVENUE. Cost of product sales for the six months ended June 30, 1996 was $2,031,531 as compared to $1,896,363 for the six months ended June 30, 1995, an increase of $135,168 or 7.1%. Cost of contract revenue for the six months ended June 30, 1996 was $57,261, as compared to $229,287 for the six months ended 9 10 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) June 30, 1995, a decrease of $172,026, or 75.0%. Cost of equipment revenue for the six months ended June 30, 1996 was $930,000. The increase in cost of revenue results primarily from increases in cost of equipment revenue, materials, including the cost to add epitaxy to wafers, and wafer processing payroll and fringes as a result of operating implanters extra shifts. The gross margin for all sales was 27.3% for the six months ended June 30, 1996, as compared to a negative gross margin of 21.0% for the six months ended June 30, 1995. The gross margin significantly improved for the six months ended June 30, 1996 primarily due to more effective utilization of the production capacity, which consists primarily of fixed costs, caused by a 102.8% increase in product sales, and profit recognized on equipment sales. In addition, depreciation expense decreased 23% due to the write-off of the prototype implanter in the third quarter of 1995. GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the six months ended June 30, 1996 were $722,422 (or 17.4% of total revenue) as compared to $619,820 (or 35.3% of total revenue) for the six months ended June 30, 1995. The increase is due to increases in investor relations and consulting expenses, transfer agent fees, amortization expense relating to lease warrants and training costs. MARKETING AND SELLING EXPENSES. Marketing and selling expenses for the six months ended June 30, 1996 were $258,252 (or 6.2% of total revenue) as compared to $298,248 (or 17.0 % of total revenue) for the six months ended June 30, 1995, a decrease of $39,996 or 13.4%. The decrease in marketing and selling expenses is a result of the accrual of severance costs for a former Vice President of Marketing in the first quarter of 1995. Other marketing and selling expenses remained relatively stable. RESEARCH AND DEVELOPMENT. Internally funded research and development expenses decreased by $109,951, or 13.5%, to $706,441 (or 17.0% of total revenue) for the six months ended June 30, 1996, as compared to $816,392 (or 46.5% of total revenue) for the six months ended June 30, 1995. The decrease is primarily a result of certain personnel's time and effort being deployed and capitalized in connection with the Ibis 1000 implanter machines in process during the six months ended June 30, 1996. LOSS FROM OPERATIONS. The loss from operations for the six months ended June 30, 1996 was $551,125 as compared to a loss of $2,102,869 for the six months ended June 30, 1995. The decrease in loss from operations primarily resulted from the 136.4% increase in revenue combined with improved gross margins and reduced operating expenses. OTHER INCOME (EXPENSE). Total other expense for the six months ended June 30, 1996 was $4,031 as compared to $26,007 for the six months ended June 30, 1995. The decrease in total other expense is due to interest income earned on proceeds from the April 1996 public offering, which was offset by increased interest expense on capitalized leases. LOSS BEFORE INCOME TAXES. The loss before income taxes was $555,156 for the six months ended June 30, 1996, as compared to $2,128,876 for the six months ended June 30, 1995. 10 11 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES On April 9, 1996, the Company completed a public offering of 1,600,000 shares of common stock at $7.25 per share. The Company's net proceeds were approximately $10,386,000, after deducting approximately $1,214,000 for Underwriting discounts, commissions and other associated expenses. As of June 30, 1996, the Company had cash and cash equivalents of $11,798,964. During the six months ended June 30, 1996, the Company generated $2,058,443 in cash from operating activities as compared to cash used by operations in the amount of $2,627,893 for the same period in 1995. Depreciation and amortization expense for the six months ended June 30, 1996 and 1995 was $757,339 and $908,992, respectively. This accounted for 18.2% and 51.7% of total revenue, respectively. Due to the capital intensive nature of the Company's business and the anticipated expansion of its production capacity, management expects that depreciation and amortization will continue to be a significant portion of its expenses. To date, the Company's working capital requirements have been funded through debt and equity financings, equipment lines of credit, a working capital line of credit, a term loan, sale leaseback arrangements, collaborative relationships and government contracts. The principal uses of cash were to fund the Company's operations, construction of Ibis 1000's and other additions to property and equipment. As of June 30, 1996, the Company had invested approximately $13.4 million in property and equipment. At June 30, 1996, the Company had commitments to purchase approximately $1.9 million in material or subassemblies to be used to manufacture additional Ibis 1000 oxygen implanters. The Company has a bank credit facility that consists of a $2 million term loan for equipment purchases and a $1.5 million revolving line of credit for working capital purposes. Borrowings under the line of credit are limited to a percentage of eligible accounts receivable. As of June 30, 1996, the Company could borrow up to approximately $700,000 under the line of credit. The proceeds from the term loan portion of this borrowing facility are available to fund purchases of capital equipment. The line of credit is available for working capital needs related to the Company's anticipated increase in wafer processing activities. During the second quarter of 1996, the Company paid off amounts outstanding under the term loan totaling $721,619 and there were no amounts outstanding under the line of credit. Both facilities mature August 31, 1996 and the Company does not intend to extend either facility at this time. During the first quarter of 1996, a major semiconductor manufacturer issued a purchase order to Ibis for the purchase of one Ibis 1000 implanter and as of June 30, 1996, has made advance payments to the Company equaling approximately 37% of the purchase price. During the second quarter of 1996 the Company finalized a definitive agreement with respect to the purchase of the implanter and possible current purchases of additional implanters. The agreement provides that the use of the implanter by this manufacturer and its ability to sell SIMOX wafers will be subject to certain restrictions. The Company anticipates that it may be required to raise substantial additional capital in the future in order to finance expansion of its manufacturing capacity and its research and development programs. The Company's existing cash resources (including the proceeds from the April 1996 public offering), together with funds generated from operations, are believed to be sufficient to support the Company's operations on their anticipated scale for two years. Management of the Company currently believes that this anticipated scale of operations will include additional Ibis 1000 oxygen implanters (in addition to its three oxygen implanters currently 11 12 IBIS TECHNOLOGY CORPORATION PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) on-line: the production Ibis 1000 and two NV-200s), the purchase of support equipment and expansion of the Company's facilities. The new implanters are expected to be transferred to production at various times, beginning in the third quarter of 1996. EFFECTS OF INFLATION The Company believes that over the past three years inflation has not had a significant impact on the Company's sales or operating results. BUSINESS OUTLOOK The Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Such factors and uncertainties include, but are not limited to, the uncertainty that the performance advantages of SIMOX wafers will be realized commercially or that a commercial market for SIMOX wafers will continue to develop; the dependence by the Company on key customers (during 1993, 1994 and 1995, revenues from four customers averaged in the aggregate between 39% and 55% of the Company's revenues, so that the loss of one or more of these major customers and the failure of the Company to obtain other sources of revenue could have a material adverse impact on the Company); the loss of the services of one or more of the Company's key individuals, which could have a material adverse impact on the Company; the development of competing or superior technologies and products from manufacturers, many of which have substantially greater financial, technical and other resources than the Company; the Company's lack of experience in producing commercial quantities of its products at acceptable costs; the Company's ability to develop and maintain strategic alliances for the manufacturing, marketing and distribution of its products; the cyclical nature of the semiconductor industry, which has negatively affected the Company's sales of SIMOX wafers during industry downturns and which could continue to do so in the future; the limited availability of critical materials and components for wafer products and implanters, as a shortage of such materials and components or a significant increase in the price thereof could have a material adverse effect on the Company's business and results of operations; the availability of additional capital to fund expansion on acceptable terms, if at all; and general economic conditions. 12 13 IBIS TECHNOLOGY CORPORATION PART II OTHER INFORMATION Item 1 - Legal Proceedings ----------------- None Item 2 - Changes in Securities --------------------- None Item 3 - Defaults upon Senior Securities ------------------------------- None Item 4 - Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Annual Meeting of Stockholders of the Company was held on May 16, 1996. The following matters were voted upon at the meeting: (1) Two persons were elected to the Board of Directors of the Company to serve for a term ending in 1999 and until their successors are duly elected and qualified. The following is a table setting forth the number of votes cast for and withheld for each nominee for Director: Name Vote For Vote Withheld ---- -------- ------------- Gordon Baty 3,156,786 6,830 Peter H. Rose 3,156,786 6,830 Richard Hodgson and Geoffrey Ryding continue to serve as Directors for a term which expires in 1997 and Ted R. Dintersmith continues to serve as Director for a term which expires in 1998, and until their successors are duly elected and qualified. (2) The stockholders of the Company ratified the appointment of KPMG Peat Marwick LLP as the Company's independent public accountants for the fiscal year ending December 31, 1996. This proposal was approved with 3,142,717 votes for, 16,299 votes against and 4,600 abstentions. (3) The stockholders of the Company approved the adoption of an amendment to the 1993 Employee, Director and Consultant Stock Option Plan to increase by 500,000 the aggregate number of shares for which stock options may be granted under the Plan. This proposal was approved with 1,943,420 votes for, 77,199 votes against, 17,900 abstentions and 1,125,097 broker non-votes. Item 5 - Other Information ----------------- None 13 14 IBIS TECHNOLOGY CORPORATION PART II OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits furnished as Exhibits hereto: * 10.1 Equipment Purchase Master Agreement dated as of May 22, 1996 between the Company and a leading semiconductor manufacturer (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 0-13078) filed under the Securities Exchange Act of 1934 on June 5, 1996, and incorporated herein by reference). 10.15 Ibis Technology Corporation 1993 Employee, Director and Consultant Stock Option Plan, as amended on May 16, 1996. 10.31 Contract dated May 25, 1994, between the Company and the Defense Nuclear Agency, as amended on March 29, 1996. 11 Statement regarding computation of per share loss. 27 Financial Data Schedule ------------------ * Confidential Treatment has been requested as to portions of this document and a confidential treatment request has been filed separately with the Securities and Exchange Commission. (b) The Company filed a Current Report on Form 8-K for the May 22, 1996 event with the Securities and Exchange Commission reporting the public dissemination of a press release announcing that it had entered into an Equipment Purchase Master Agreement (the "Agreement") for the sale, by the Company, of its proprietary Ibis 1000 oxygen implanters to a leading semiconductor manufacturer (the "Manufacturer"). 14 15 IBIS TECHNOLOGY CORPORATION 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. Ibis Technology Corporation Date: August 8, 1996 By: /s/ Debra L. Carroll --------------------------- Debra L. Carroll Controller and Treasurer Date: August 8, 1996 By: /s/ Timothy J. Burns --------------------------- Timothy J. Burns Chief Financial Officer 15 16 IBIS TECHNOLOGY CORPORATION EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- *10.1 Equipment Purchase Master Agreement dated as of May 22, 1996 between the Company and a leading semiconductor manufacturer (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 0-13078) filed under the Securities Exchange Act of 1934 on June 5, 1996, and incorporated herein by reference). 10.15 Ibis Technology Corporation 1993 Employee, Director and Consultant Stock Option Plan (filed as Exhibit 10.15 to the Company's Registration Statement filed on Form S-1, File No. 333-1174), as amended on May 16, 1996 (filed herewith). 17 10.31 Contract, dated May 25, 1994, between the Company and Defense Nuclear Agency (filed as Exhibit 10.31 to the Company's Registration Statement filed on Form S-1, File No. 333-1174), as amended on March 29, 1996 (filed herewith). 34 11 Statement regarding computation of per share loss. 36 27 Financial Data Schedule - -------------------- * Confidential Treatment has been requested as to portions of this document and a confidential treatment request has been filed separately with the Securities and Exchange Commission.
16 EX-10.15 2 STOCK OPTION PLAN 1 EXHIBIT 10.15 IBIS TECHNOLOGY CORPORATION 1993 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN [AS AMENDED MAY 16, 1996] 1. DEFINITIONS. ----------- Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Ibis Technology Corporation 1993 Employee, Director and Consultant Stock Option Plan, have the following meanings: ADMINISTRATOR means the Board of Directors, unless it has delegated power to act on its behalf to a committee. (See Paragraph 4) AFFILIATE means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect. BOARD OF DIRECTORS means the Board of Directors of the Company. CODE means the United States Internal Revenue Code of 1986, as amended. COMMITTEE means the Committee to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan. COMMON STOCK means shares of the Company's common stock, $.01 par value. COMPANY means Ibis Technology Corporation, a Massachusetts corporation. DISABILITY or DISABLED means permanent and total disability as defined in Section 22(e)(3) of the Code. FAIR MARKET VALUE of a Share of Common Stock means: (1) If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, either (a) the average of the closing or last prices of the Common Stock on the Composite Tape or other comparable reporting system for the ten (10) consecutive trading days immediately preceding the 17 2 applicable date or (b) the closing or last price of the Common Stock on the Composite Tape or other comparable reporting system for the trading day immediately preceding the applicable date, as the Administrator shall determine. (2) If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading days or day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, either (a) the average of the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the ten (10) trading days on which Common Stock was traded immediately preceding the applicable date or (b) the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the trading day on which Common Stock was traded immediately preceding the applicable date, as the Administrator shall determine; and (3) If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine. ISO means an option meant to qualify as an incentive stock option under Code Section 422. KEY EMPLOYEE means an employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Options under the Plan. NON-QUALIFIED OPTION means an option which is not intended to qualify as an ISO. OPTION means an ISO or Non-Qualified Option granted under the Plan. OPTION AGREEMENT means an agreement between the Company and a Participant delivered pursuant to the Plan. PARTICIPANT means a Key Employee, director or consultant to whom one or more Options are granted under the Plan. As used herein, "Participant" shall include "Participant's Survivors" where the context requires. 18 3 PARTICIPANT'S SURVIVORS means a deceased Participant's legal representatives and/or any person or persons who acquired the Participant's rights to an Option by will or by the laws of descent and distribution. PLAN means this Ibis Technology Corporation 1993 Employee, Director and Consultant Stock Option Plan. SHARES means shares of the Common Stock as to which Options have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued upon exercise of Options granted under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both. 2. PURPOSES OF THE PLAN. -------------------- The Plan is intended to encourage ownership of Shares by Key Employees, directors and certain consultants to the Company in order to attract such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the issuance of ISOs and Non-Qualified Options. 3. SHARES SUBJECT TO THE PLAN. -------------------------- The number of Shares subject to this Plan as to which Options may be granted from time to time shall be 750,000 or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 16 of the Plan. If an Option ceases to be "outstanding", in whole or in part, the Shares which were subject to such Option shall be available for the granting of other Options under the Plan. Any Option shall be treated as "outstanding" until such Option is exercised in full, or terminates or expires under the provisions of the Plan, or by agreement of the parties to the pertinent Option Agreement. 19 4 4. ADMINISTRATION OF THE PLAN. -------------------------- The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to a Committee of the Board of Directors. Following the date on which the Common Stock is registered under the Securities and Exchange Act of 1934, as amended (the "1934 Act"), the Plan is intended to comply in all respects with Rule 16b-3 or its successors, promulgated pursuant to Section 16 of the 1934 Act with respect to Participants who are subject to Section 16 of the 1934 Act, and any provision in this Plan with respect to such persons contrary to Rule 16b-3 shall be deemed null and void to the extent permissible by law and deemed appropriate by the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to: a. Interpret the provisions of the Plan or of any Option or Option Agreement and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; b. Determine which employees of the Company or of an Affiliate shall be designated as Key Employees and which of the Key Employees, directors and consultants shall be granted Options; c. Determine the number of Shares for which an Option or Options shall be granted; and d. Specify the terms and conditions upon which an Option or Options may be granted; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax status under Code Section 422 of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Option granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is other than the Board of Directors. 5. ELIGIBILITY FOR PARTICIPATION. ----------------------------- The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be a Key Employee, director or consultant of the Company or of an Affiliate at the time an Option is granted. Notwithstanding any of the foregoing provisions, the Administrator may authorize the grant of an Option to a person not then an employee, director or consultant of the Company or of an Affiliate. The actual grant of such Option, however, shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Option Agreement evidencing such Option. ISOs may be granted only to Key Employees. Non-Qualified Options may be 20 5 granted to any Key Employee, director or consultant of the Company or an Affiliate. The granting of any Option to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Options. In no event shall any Participant be granted, in any one year period, Options to purchase more than 100,000 Shares (subject to appropriate adjustments upon the occurrence of the events set forth in Paragraph 16) pursuant to the Plan. 6. TERMS AND CONDITIONS OF OPTIONS. ------------------------------- Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such conditions as the Administrator may deem appropriate including, without limitation, subsequent approval by the stockholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions: A. NON-QUALIFIED OPTIONS: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option: a. Option Price: The option price (per share) of the Shares covered by each Option shall be determined by the Administrator but shall not be less than the par value per share of Common Stock. b. Each Option Agreement shall state the number of Shares to which it pertains; c. Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events; and d. Exercise of any Option may be conditioned upon the Participant's execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders including requirements that: i. The Participant's or the Participant's Survivors' right to sell or transfer the Shares may be restricted; and 21 6 ii. The Participant or the Participant's Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions. e. DIRECTORS' OPTIONS: Upon the adjournment of each Annual Meeting or Special Meeting in Lieu of an Annual Meeting of the stockholders of the Company (collectively, the "Annual Meeting"), commencing upon the adjournment of the Annual Meeting to be held in 1994, each person who is not an employee of the Company or of an Affiliate who is serving as a Director of the Company upon the adjournment of such Annual Meeting shall be granted a Non-Qualified Option to purchase 1,000 Shares, provided, however, a person who is not an employee of the Company or of an Affiliate who is first elected to serve as a Director of the Company at any meeting of stockholders other than the Annual Meeting or at any meeting of the Board of Directors (or by the unanimous written consent of the Directors) pursuant to the Company's Restated Articles of Organization and its Restated By-Laws shall be granted a Non-Qualified Option to purchase 1,000 Shares upon such election. Each such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten (10) years, and (iii) become exercisable immediately prior to the occurrence of the Annual Meeting following the date the Option is granted. Notwithstanding the provisions of Paragraph 23 concerning amendment of the Plan, the provisions of this subparagraph shall not be amended more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder. B. ISOs: Each Option intended to be an ISO shall be issued only to a Key Employee and be subject to at least the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Code Section 422 and relevant regulations and rulings of the Internal Revenue Service: a. Minimum standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described above, except clause (a) thereunder. b. Option Price: Immediately before the Option is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Code Section 424(d): 22 7 i. Ten percent (10%) OR LESS of the total combined voting power of all classes of share capital of the Company or an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Shares on the date of the grant of the Option. ii. More than ten percent (10%) of the total combined voting power of all classes of share capital of the Company or an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred ten percent (110%) of the said Fair Market Value on the date of grant. c. Term of Option: For Participants who own i. Ten percent (10%) OR LESS of the total combined voting power of all classes of share capital of the Company or an Affiliate, each Option shall terminate not more than ten (10) years from the date of the grant or at such earlier time as the Option Agreement may provide; ii. More than ten percent (10%) of the total combined voting power of all classes of share capital of the Company or an Affiliate, each Option shall terminate not more than five (5) years from the date of the grant or at such earlier time as the Option Agreement may provide. d. Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of Options which may be exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed one hundred thousand dollars ($100,000), provided that this subparagraph (e) shall have no force or effect if its inclusion in the Plan is not necessary for Options issued as ISOs to qualify as ISOs pursuant to Section 422(d) of the Code. e. Limitation on Grant of ISOs: No ISOs shall be granted after the date which is the EARLIER of ten (10) years from the date of the adoption of the Plan by the Company and the date of the approval of the Plan by the shareholders of the Company. 23 8 7. EXERCISE OF OPTION AND ISSUE OF SHARES. -------------------------------------- An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal office address, together with provision for payment of the full purchase price in accordance with this paragraph for the Shares as to which such Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the purchase price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash exercise price of the Option, determined in good faith by the Administrator, or (c) at the discretion of the Administrator, by delivery of the grantee's personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code. The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant's Survivors, as the case may be). In determining what constitutes "reasonably promptly," it is expressly understood that the delivery of the Shares may be delayed by the Company in order to comply with any law or regulation which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be evidenced by an appropriate certificate or certificates for fully paid, non-assessable Shares. The Administrator shall have the right to accelerate the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate the exercise date of any installment of any Option granted to any Key Employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Paragraph 19) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in paragraph 6(B)(e). 24 9 8. RIGHTS AS A SHAREHOLDER. ----------------------- No Participant to whom an Option has been granted shall have rights as a shareholder with respect to any Shares covered by such Option, except after due exercise of the Option and tender of the full purchase price for the Shares being purchased pursuant to such exercise and registration of the Shares in the Company's share register in the name of the Participant. 9. ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS. -------------------------------------------- By its terms, an Option granted to a Participant shall not be transferable by the Participant other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, provided, however, that the designation of a beneficiary of an Option by a Participant shall not be deemed a transfer prohibited by this paragraph. Except as provided in the preceding sentence, an Option shall be exercisable, during the Participant's lifetime, only by such Participant (or by his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Option or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon an Option, shall be null and void. 10. EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE". ------------------------------------------------------- Except as otherwise provided in the pertinent Option Agreement, in the event of a termination of service (whether as an employee, director or consultant) with the Company or an Affiliate before the Participant has exercised all Options, the following rules apply: a. A Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than termination "for cause", Disability, or death for which events there are special rules in Paragraphs 11, 12, and 13, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in the pertinent Option Agreement. b. In no event may an Option Agreement provide, if the Option is intended to be an ISO, that the time for exercise be later than three (3) months after the Participant's termination of employment. c. The provisions of this Paragraph, and not the provisions of Paragraph 12 or 13, shall apply to a Participant who subsequently becomes disabled or dies 25 10 after the termination of employment, director status or consultancy, provided, however, in the case of a Participant's death within three (3) months after the termination of employment, director status or consulting, the Participant's Survivors may exercise the Option within one (1) year after the date of the Participant's death, but in no event after the date of expiration of the term of the Option. d. Notwithstanding anything herein to the contrary, if subsequent to a Participant's termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option, the Board of Directors determines that, either prior or subsequent to the Participant's termination, the Participant engaged in conduct which would constitute "cause" (as defined in Section 11(b)), then such Participant shall forthwith cease to have any right to exercise any Option. e. A Participant to whom an Option has been granted under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide. f. Options granted under the Plan shall not be affected by any change of employment or other service within or among the Company and any Affiliates, so long as the Participant continues to be an employee, director or consultant of the Company or any Affiliate, provided, however, if a Participant's employment by either the Company or an Affiliate should cease (other than to become an employee of an Affiliate or the Company), such termination shall affect the Participant's rights under any Option granted to such Participant in accordance with the terms of the Plan and the pertinent Option Agreement. 11. EFFECT OF TERMINATION OF SERVICE "FOR CAUSE". -------------------------------------------- Except as otherwise provided in the pertinent Option Agreement, the following rules apply if the Participant's service (whether as an employee, director or consultant) with the Company or an Affiliate is terminated "for cause" prior to the time that all of his or her outstanding Options have been exercised: a. All outstanding and unexercised Options as of the date the Participant is notified his or her service is terminated "for cause" will immediately be forfeited, unless the Option Agreement provides otherwise. 26 11 b. For purposes of this Paragraph and Section 10(d), "cause" shall include (and is not limited to) dishonesty with respect to the employer, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of cause will be conclusive on the Participant and the Company. c. "Cause" is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute "cause", then the right to exercise any Option is forfeited. d. Any definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to such Participant. 12. EFFECT OF TERMINATION OF SERVICE FOR DISABILITY. ----------------------------------------------- Except as otherwise provided in the pertinent Option Agreement, a Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant: a. To the extent exercisable but not exercised on the date of Disability; and b. In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days of such accrual period prior to the date of Disability. A Disabled Participant may exercise such rights only within a period of not more than one (1) year after the date that the Participant became Disabled, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not become disabled and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option. The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such 27 12 procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company. 13. EFFECT OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. --------------------------------------------------------- Except as otherwise provided in the pertinent Option Agreement, in the event of the death of a Participant to whom an Option has been granted while the Participant is an employee, director or consultant of the Company or of an Affiliate, such Option may be exercised by the Participant's Survivors: a. To the extent exercisable but not exercised on the date of death; and b. In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights which would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days of such accrual period prior to the Participant's death. If the Participant's Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one (1) year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option. 14. PURCHASE FOR INVESTMENT. ----------------------- Unless the offering and sale of the Shares to be issued upon the particular exercise of an Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled: a. The person(s) who exercise such Option shall warrant to the Company, prior to the receipt of such Shares, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant to such exercise or such grant: 28 13 "The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws. b. The Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder. The Company may delay issuance of the Shares until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including, without limitation, state securities or "blue sky" laws). 15. DISSOLUTION OR LIQUIDATION OF THE COMPANY. ----------------------------------------- Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant's Survivors have not otherwise terminated and expired, the Participant or the Participant's Survivors will have the right immediately prior to such dissolution or liquidation to exercise any Option to the extent that the Option is exercisable as of the date immediately prior to such dissolution or liquidation. 16. ADJUSTMENTS. ----------- Upon the occurrence of any of the following events, a Participant's rights with respect to any Option granted to him or her hereunder which have not previously been exercised in full shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the Participant and the Company relating to such Option: A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of such Option shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. The number of Shares subject to options to be granted to directors pursuant to 29 14 Subparagraph e of Paragraph 6(A) shall also be proportionately adjusted upon the occurrence of such events. B. CONSOLIDATIONS OR MERGERS. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that all Options must be exercised (either to the extent then exercisable or, at the discretion of the Administrator, all Options being made fully exercisable for purposes of this subsection), within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the Fair Market Value of the shares subject to such Options (either to the extent then exercisable or, at the discretion of the Administrator, all Options being made fully exercisable for purposes of this subsection) over the exercise price thereof. C. RECAPITALIZATION OR REORGANIZATION. In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising an Option shall be entitled to receive for the purchase price paid upon such exercise the securities he or she would have received if he or she had exercised such Option prior to such recapitalization or reorganization. D. MODIFICATION OF ISOs. Notwithstanding the foregoing, any adjustments made pursuant to subparagraph A, B or C with respect to ISOs shall be made only after the Administrator, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Administrator determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments, unless the holder of an ISO specifically requests in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such "modification" on his or her income tax treatment with respect to the ISO. 30 15 17. ISSUANCES OF SECURITIES. ----------------------- Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company. 18. FRACTIONAL SHARES. ----------------- No fractional share shall be issued under the Plan and the person exercising such right shall receive from the Company cash in lieu of such fractional share equal to the Fair Market Value thereof. 19. CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS: --------------------------------------------- TERMINATION OF ISOs. ------------------- The Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant's ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an employee of the Company or an Affiliate at the time of such conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of the appropriate installments of such Options. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant's ISO's converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such termination. 20. WITHHOLDING. ----------- In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Option holder's salary, 31 16 wages or other remuneration in connection with the exercise of an Option or a Disqualifying Disposition (as defined in Paragraph 21), the Option holder shall advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Option holder, the amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock, is authorized by the Administrator (and permitted by law), provided, however, that with respect to persons subject to Section 16 of the 1934 Act, any such withholding arrangement shall be in compliance with any applicable provisions of Rule 16b-3 promulgated under Section 16 of the 1934 Act. For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the fair market value of the shares withheld is less than the amount of payroll withholdings required, the Option holder may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding. 21. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. ---------------------------------------------- Each Key Employee who receives an ISO must agree to notify the Company in writing immediately after the Key Employee makes a Disqualifying Disposition of any shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is any disposition (including any sale) of such shares before the later of (a) two years after the date the Key Employee was granted the ISO, or (b) one year after the date the Key Employee acquired shares by exercising the ISO. If the Key Employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. 22. TERMINATION OF THE PLAN. ----------------------- The Plan will terminate on the date which is ten (10) years from the earlier of the date of its adoption and the date of its approval by the stockholders of the Company. The Plan may be terminated at an earlier date by vote of the stockholders of the Company; provided, however, that any such earlier termination will not affect any Options granted or Option Agreements executed prior to the effective date of such termination. 23. AMENDMENT OF THE PLAN AND AGREEMENTS. ------------------------------------ The Plan may be amended by the stockholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to 32 17 qualify any or all outstanding Options granted under the Plan or Options to be granted under the Plan for favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code, to the extent necessary to ensure the qualification of the Plan under Rule 16b-3, at such time, if any, as the Company has a class of stock registered pursuant to Section 12 of the 1934 Act, and to the extent necessary to qualify the shares issuable upon exercise of any outstanding Options granted, or Options to be granted, under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which is of a scope that requires stockholder approval in order to ensure favorable federal income tax treatment for any incentive stock options or requires stockholder approval in order to ensure the compliance of the Plan with Rule 16b-3 at such time, if any, as the Company has a class of stock registered pursuant to Section 12 of the 1934 Act, shall be subject to obtaining such stockholder approval. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under an Option previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Option Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Option Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. 24. EMPLOYMENT OR OTHER RELATIONSHIP. -------------------------------- Nothing in this Plan or any Option Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time. 25. GOVERNING LAW. ------------- This Plan shall be construed and enforced in accordance with the law of The Commonwealth of Massachusetts. 33 EX-10.31 3 CONTRACT W/DEFENCE NUCLEAR AGENCY 1 EXHIBIT 10.31 ============================================================================================================================= AMENDMENT OF SOLICITATION MODIFICATION OF CONTRACT 1 CONTRACT ID CODE PAGE OF PAGES 1 2 - ----------------------------------------------------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable) P00002 N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- 6. ISSUED BY CODE HD2001 7. ADMINISTERED BY (If other than Item 6) CODE S2202A HEADQUARTERS DCMAO, BOSTON DEFENSE NUCLEAR AGENCY (AM) 495 SUMMER STREET 6801 TELEGRAPH ROAD BOSTON, MA 02210 ALEXANDRIA, VA 22310-3398 (FOR: PROPERTY ADMINISTRATION AND PLANT ATTN: DONYALE DESHAZO (703) 325-0847 CLEARANCE ONLY) - -----------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, state and ZIP Code) /X/ 9A. AMENDMENT OF SOLICITATION NO. IBIS TECHNOLOGY CORPORATION ---------------------------------------- 32A CHERRY HILL DRIVE 9B. DATED (SEE ITEM 11) DANVERS MA 01923 -------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. /X/ DNA001-94-C-0043 - -------------------------------------------------------------------------------- ---------------------------------------- CODE OHOP1 FACILITY CODE 10B. DATED (SEE ITEM 13) 91 MAR 11 =============================================================================================================================
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS ============================================================================================================================= / / The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers / / is extended, / / is not extended. Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning _________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - ----------------------------------------------------------------------------------------------------------------------------- 12. Accounting and Appropriation Data (If required) N/A ============================================================================================================================= 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - ----------------------------------------------------------------------------------------------------------------------------- /X/ A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - ----------------------------------------------------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.). SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - ----------------------------------------------------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - ----------------------------------------------------------------------------------------------------------------------------- /X/ D. OTHER (Specify type of modification and authority) Mutual Agreement of the Parties/Terms and Conditions of the Contract - ----------------------------------------------------------------------------------------------------------------------------- E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and return ________ copies to the issuing office. - ----------------------------------------------------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) SUBJECT: Extension of Performance Period 1. Contractor letter dated 96MAR07 is hereby incorporated by reference. Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. - ----------------------------------------------------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF SIGNER (Type or print) /s/ DEBRA L. CARROLL /s/ EDWARD L. ARCHER CONTROLLER & TREASURER CONTRACTING OFFICER - ----------------------------------------------------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED /s/ Debra L. Carroll 4/4/96 BY: /s/ Edward L. Archer 29 MAR 96 ------------------------------------------- --------------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer =============================================================================================================================
NSN 7540-01-152-9070 Created using PerForm Pro software STANDARD FORM 30 (REV. 10-83) PREVIOUS EDITION UNUSABLE Prescribed by GSA FAR (48 CFR) 53.243
34 2 2. The Total amount of this contract remains unchanged. 3. Under Section F, "DELIVERIES OR PERFORMANCE," make the follow change: Under Paragraph 1, delete the date "TWENTY-EIGHT MONTHS THEREAFTER," and substitute with "THIRTY-ONE MONTHS THEREAFTER." 4. Under Section J, "LIST OF ATTACHMENTS," in Attachment 2, Contract Data Requirements List (DD Form 1423), data items 2 and 4 are changed as follows: CDRL Change Change Item Description From To ---- ----------- ---- -- 2 Draft Final 25 MAC 28 MAC Report 4 Final Report 28 MAC 31 MAC 5. There are no other changes to the contract by reason of this modification. 35 EX-11 4 COMPUTATION OF PER SHARE EARNINGS 1 IBIS TECHNOLOGY CORPORATION STATEMENT RE: COMPUTATION OF PER SHARE LOSS EXHIBIT 11
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ---------------------------- -------------------------- 1995 1996 1995 1996 ---------- ----------- ----------- ---------- Net loss reported ....................... $ (865,600) $ (272,202) $(2,130,132) $ (556,412) ========== ========== =========== ========== Primary and fully diluted loss per share: Weighted average common shares outstanding ................... 3,378,004 5,009,467 3,348,512 4,264,107 ========== ========== =========== ========== Net loss per common share ............... $ (0.26) $ (0.05) $ (0.64) $ (0.13) ========== ========== =========== ==========
36 EX-27 5 FINANCIAL DATA SCHEDULE
5 1 U.S. DOLLARS 6-MOS DEC-31-1995 JAN-01-1996 JUN-30-1995 1 11,798,964 0 1,013,170 7,550 2,135,523 15,104,704 5,762,801 5,345,991 21,229,599 3,372,916 1,239,812 41,321 0 0 14,652,117 21,229,599 3,630,388 4,154,782 2,961,531 3,018,792 4,031 0 209,202 (555,156) 1,256 0 0 0 0 (556,412) (0.13) (0.13)
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