-----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, OiVtcom0JFsX/C2dpAvP+EnrKnNj5HHYtmitKv3MTt5q1cNPgS2lYG6cf+bMMj0l J5Zc4A12S0Llwa+aRZ/AyQ== 0000950147-96-000167.txt : 19960514 0000950147-96-000167.hdr.sgml : 19960514 ACCESSION NUMBER: 0000950147-96-000167 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960513 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOLOGIC CORP CENTRAL INDEX KEY: 0000887151 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 860585310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21214 FILM NUMBER: 96561847 BUSINESS ADDRESS: STREET 1: 2850 S 36TH ST #16 CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6024375520 MAIL ADDRESS: STREET 1: 2850 S 36TH ST STREET 2: SUITE 16 CITY: PHOENIX STATE: AZ ZIP: 85034 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 ------------------------------------------------ or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ______________________ Commission File Number: 0-21214 ORTHOLOGIC CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 86-0585310 - -------------------------------------------------------------------------------- (State of other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 2850 S. 36th Street, #16, Phoenix, Arizona 85034 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (602) 437-5520 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes[ ] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 9,853,900 shares of common stock outstanding as of April 30, 1996 PART I - FINANCIAL INFORMATION Item 1. Financial Statements ORTHOLOGIC CORP. BALANCE SHEETS March 31, December 31, 1996 1995 ------------ ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,112,403 $ 8,830,514 Short-term investment 11,209,665 9,149,360 Accounts receivable 9,285,555 6,488,203 Inventory 2,210,069 1,829,865 Prepaids and other current assets 628,700 273,237 ------------ ------------ Total current assets 28,446,392 26,571,179 FURNITURE AND EQUIPMENT: Total furniture and equipment 2,069,876 1,891,987 Less accumulated depreciation and amortization (1,275,890) (1,196,055) ------------ ------------ Furniture and equipment - net 793,986 695,932 DEPOSITS AND OTHER ASSETS 90,548 97,748 NOTE RECEIVABLE - Officer 125,000 125,000 ------------ ------------ TOTAL $ 29,455,926 $ 27,489,859 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,420,398 $ 1,053,323 Accrued expenses 2,188,960 1,999,924 ------------ ------------ Total current liabilities 3,609,358 3,053,247 STOCKHOLDERS' EQUITY: Common stock, $.0005 par value - authorized, 15,000,000 shares; issued 9,840,700 and 9,625,864 shares at March 31, 1996 and December 31, 1995, respectively 4,920 4,813 Additional paid-in capital 44,363,026 43,887,804 Retained deficit (18,521,378) (19,456,005) ------------ ------------ Total stockholders' equity 25,846,568 24,436,612 ------------ ------------ TOTAL $ 29,455,926 $ 27,489,859 ============ ============ See notes to financial statements. 2 ORTHOLOGIC CORP. STATEMENTS OF OPERATIONS Three months ended March 31, ------------------------------ 1996 1995 ------------ ------------ NET SALES $ 6,759,732 $ 2,517,083 COST OF GOODS SOLD 1,122,279 560,304 ------------ ------------ GROSS MARGIN 5,637,453 1,956,779 OPERATING EXPENSES: Selling, general and administrative 4,424,148 2,337,350 Research and development 551,611 621,730 ------------ ------------ Total operating expenses 4,975,759 2,959,080 ------------ ------------ Operating income (loss) 661,694 (1,002,301) ------------ ------------ OTHER INCOME (EXPENSE): Grant revenue 49,400 35,816 Interest income 238,533 51,063 Interest expense 0 (20,392) ------------ ------------ Total other income 287,933 66,487 ------------ ------------ Income (loss) before taxes 949,627 (935,814) Income tax provision (15,000) 0 ------------ ------------ Net income (loss) $ 934,627 ($ 935,814) ============ ============ NET INCOME (LOSS) PER WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING $ 0.09 ($ 0.13) ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,398,099 7,146,593 ============ ============ See notes to financial statements. 3 ORTHOLOGIC CORP. STATEMENTS OF CASH FLOWS
Three months ended March 31, -------------------------- 1996 1995 ----------- ----------- OPERATING ACTIVITIES: Net income (loss) $ 934,627 ($ 935,814) Adjustment to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 79,835 77,590 Change in operating assets and liabilities: Accounts receivable (2,797,352) (593,905) Inventory (380,204) (291,606) Prepaids and other current assets (355,463) (24,484) Deposits and other assets 7,200 370 Accounts payable 367,075 37,934 Accrued expenses 189,036 24,043 ----------- ----------- Net cash used in operating activities (1,955,246) (1,705,872) INVESTING ACTIVITIES: Expenditures for furniture and equipment (177,889) (51,932) Purchase of short-term investments (2,060,305) 0 ----------- ----------- Net cash used in investing activities (2,238,194) (51,932) FINANCING ACTIVITIES: Payments under long term debt 0 (19,706) Advances on line of credit 0 870,495 Proceeds from issuance of common stock 475,329 1,945,270 ----------- ----------- Net cash provided by financing activities 475,329 2,796,059 ----------- ----------- NET (DECREASE) INCREASE IN CASH AND (3,718,111) 1,038,255 CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 8,830,514 3,265,350 =========== =========== CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,112,403 $ 4,303,605 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - Cash paid during the period for interest 0 $ 20,392 =========== ===========
See notes to financial statements. 4 ORTHOLOGIC CORP. NOTES TO FINANCIAL STATEMENTS 1. Financial Statement Presentation The balance sheet as of March 31, 1996, and the statements of operations and cash flows for the three months ended March 31, 1996 and 1995 are unaudited but, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the complete fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 1995 Annual Report and Form 10-K. 2. Net Income (Loss) per Common Share Net income (loss) per common share is computed on the weighted average number of common and common equivalent shares outstanding during each period. Common equivalent shares represent the dilutive effect of the assumed exercise of outstanding stock options. 3. Inventory Inventory is stated at the lower of cost (FIFO method) or market and consists of the following: March 31, 1996 ------------ Raw materials $1,667,719 Work-in process 62,790 Finished goods 479,560 ============ $2,210,069 ============ 5 ORTHOLOGIC CORP. NOTES TO FINANCIAL STATEMENTS (continued) 4. Line of Credit The Company has available a $2 million revolving line of credit from a bank. The Company may borrow on the line of credit in amounts up to 70% of eligible accounts receivable. At March 31, 1996 the aggregate amount which the Company could borrow totaled $2,000,000. The line of credit is collateralized by all accounts receivable, inventory and fixed assets of the Company, bears interest at prime plus one and three-quarter percentage points and matures on June 2, 1996. The Company must meet certain covenants including monthly financial ratios and minimum net worth and quarterly net loss amounts. At March 31, 1996, there were no amounts outstanding under this line of credit. 5. Income Taxes The Company has recorded a deferred tax asset of $7.5 million relating to its NOL carry forward. This amount is completely offset by a valuation allowance. For the three months ended March 31, 1996, the Company has recognized the estimated alternative minimum tax which will be due. 6. Subsequent Event On April 30, 1996 the Company issued 2,530,000 shares of common stock upon the closing of a public offering of its common stock. Gross proceeds to the Company were $78.4 million. Net proceeds to the Company after deducting costs of the offering were approximately $73.5 million. The common stock was sold at $31 per share. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net Sales. OrthoLogic's sales increased 169% from $2.5 million during the three months ended March 31, 1995 to $6.8 million for the comparable period during 1996. The increase in the net sales was primarily attributable to higher sales levels of the OrthoLogic 1000. Gross Margin. Gross margin increased 188% from $2.0 million during the three months ended March 31, 1995 to $5.6 million for the comparable period during 1996. Gross margin as a percentage of sales increased from 78% in 1995 to 83% in 1996. The gross margin percentage improved as a result of absorption of fixed manufacturing cost over a higher volume of manufactured product and from a change in product sales mix to a higher gross margin product in 1996 compared to 1995. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased 89% from $2.3 million during the three months ended March 31, 1995 to $4.4 million for the comparable period during 1996. The increase was attributable to higher personnel costs and other costs which relate directly to higher sales levels of the OrthoLogic 1000, such as commissions to sales representatives, allowance for bad debts and royalties. Research and Development Expenses. Research and development expenses during the three months ended March 31, 1995 totaled $621,730 compared to $551,611 for the comparable period during 1996. The decreased expenses are primarily attributable to a lower number of patients enrolled in one of its clinical trials during 1996 than in 1995. The Company is nearing the competition of enrollment for this clinical trial. Other Income. Other income increased 333% from $66,457 during the three months ended March 31, 1995 to $287,933 for the comparable period during 1996. The increase from 1995 to 1996 was primarily the result of increased interest income as a result of a higher level of cash and short-term investments. 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Liquidity and Capital Resources At March 31, 1996, the Company had cash, cash equivalents and short-term investments of $16.3 million. Working capital increased 6% from $23.5 million at December 31, 1995 to $24.8 million at March 31, 1996, primarily due to net income for this three month period. The Company has available an aggregate $2 million revolving line of credit with a bank under which it may borrow up to 70% of eligible accounts receivable. At March 31, 1996 the aggregate amount which the Company could borrow totaled $2 million, and there were no amounts outstanding under this line of credit. The Company anticipates that the cash generated from the proceeds of the secondary offering (Note 6), product sales and current cash balances will be sufficient to meet the Company's capital requirements for the foreseeable future. There can be no assurance however, that the Company will not require additional financing in the future, or that such sources of capital will be available on terms favorable to the Company, if at all. 8 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) The 1996 Annual Meeting of Stockholders of the Company (the "Annual Meeting") was held on May 3, 1996. (b) The following persons were elected as directors of the Company at the Annual Meeting: Results ------------------------------------- Withhold Broker For Authority Non-Votes --------- --------- --------- Three-year term John M. Holliman III 8,863,186 57,381 0 Augustus A. White III 8,863,071 57,496 0 The following persons are continuing directors; Fredric J. Feldman, Elwood D. Howse, Jr., George A. Oram, Jr. and Allan M. Weinstein, Ph.D. (c) In addition to the election of directors, the following agenda items were submitted to a shareholders' vote:
Results ------------------------------------------------------ Broker For Against Abstain Non-Votes --- ------- ------- --------- 1. Amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 15,000,000 to 40,000,000 6,424,969 2,443,969 26,644 24,986 2. Ratification of Deloitte & Touche LLP as independent auditors for the year ending December 31, 1995 8,887,709 5,503 27,355 - 0 -
(d) The Annual Meeting was adjourned to a later date before action on an amendment to the Company's Stock Option Plan ("Plan") to increase the number of shares available for grant of options under the Plan by 600,000 shares. Shareholders will consider this amendment on Friday, May 17, 1996 at 9:00 a.m. local time at the Executive Offices of the Company, 2850 South 36th Street, Phoenix, Arizona 85034. 9 PART II - OTHER INFORMATION (continued) Item 6. Exhibits and Reports on Form 8-K A. Exhibits Exhibit Number Description ------ ----------- 3.1 Ameded and Restated Certificate of Incorporation 11.1 Statement of Computation of net income (loss) per Weighted Average Number of Common Shares Outstanding B. Reports on Form 8-K. No current Reports on Form 8-K were filed by the Company during the three months ended March 31, 1996. 10 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.
Signature Title Date - --------- ----- ---- /s/ Allan M. Weinstein Chairman of the Board of Directors, President and May 12, 1996 - ---------------------- Chief Executive Officer (Principal Executive Allan M. Weinstein Officer) /s/ Allen R. Dunaway Vice-President and Chief Financial Officer May 12, 1996 - -------------------- (Principal Financial Officer) Allen R. Dunaway
EX-3.1 2 AMENDED CERTIFICATE OF INCORPORATION EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORTHOLOGIC CORP. 1. Name. The name of the corporation is OrthoLogic Corp. 2. Registered Agent. The name and address of the initial registered office and registered agent of the Corporation is The Corporation Trust company, Corporation Trust center, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. 3. Purpose. The purpose for which this Corporation is organized is the transaction of any or all lawful activity for which corporations may be organized under the General Corporation Law of Delaware, as it may be amended from time to time. 4. Election of Directors. Elections of directors at an annual or special meeting of stockholders shall be by written ballot unless the Bylaws of the Corporation shall otherwise provide. Advance notice of stockholder nominations for the election of directors shall be given in the manner provided in the Bylaws of the Corporation. 5. Authorized Capital. The total number of shares of stock which the Corporation shall have authority to issue is 42,000,000 shares, consisting of 40,000,000 shares of common stock having a par value of $.0005 per share (the "Common Stock") and 2,000,000 shares of preferred stock having a par value of $.0005 per share (the "Preferred Stock"). The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of Article 5, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following: (a) The number of shares constituting that series and the distinctive designation of that series; (b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; (c) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; (e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and (h) Any other relative rights, preferences and limitations of that series. 6. Classification and Terms of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors consisting of not less than three directors nor more than nine directors, the exact number of directors to be determined from time to time by resolution adopted by the Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The terms of the initial Class I directors shall terminate on the date of the first annual meeting of stockholders held after the effective date of this Article 6; the term of the initial Class II directors shall terminate on the date of the second annual meeting of stockholders held after the effective date of this Article 6; and the term of the initial Class III directors shall terminate on the date of the third annual meeting of stockholders held after the effective date of this Article 6. At each annual meeting of stockholders beginning with the first annual meeting held after the effective date of this Article 6, successors to the class of directors whose term expires at that annual meeting 2 shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional directors of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining terms of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors, howsoever resulting (including without limitation newly created directorships), may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation or the resolution or resolutions adopted by the Board of Directors pursuant to Article Five applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article Six unless expressly provided by such terms. 7. Removal of Directors. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote generally in the election of directors, considered for purposes of this Article 7 as one class. 8. Director Liability. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the 3 director derived an improper personal benefit. No amendment to or repeal of this Section 8 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. 9. Action by Consent of Stockholders. Any action required or permitted to be taken by the stockholders must be effected at a duly called and noticed annual or special meeting of such, stockholders and may not be effected by any consent in writing by such stockholders. 10. Compromise of Debts. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court direct. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. 11. Special Voting Requirements. (a) Except as set forth in Section (b) of this Article 11, the affirmative vote of the holders of two-thirds of the outstanding stock of the Corporation entitled to vote shall be required for: (1) any merger or consolidation to which the Corpora- tion, or any of its subsidiaries, and an Interested Person (as hereinafter defined) are parties; 4 (2) any sale or other disposition by the Corporation, or any of its subsidiaries, of all or substantially all of its assets to an Interested Person; (3) any purchase or other acquisition by the Corporation, or any of its subsidiaries, of all or substantially all of the assets or stock of an Interested Person; and (4) any other transaction with an Interested Person which requires the approval of the stockholders of the Corporation under the GCL, as in effect from time to time. (b) The provisions of Section (a) of this Article 11 shall not be applicable to any transaction described therein if such transaction is approved by resolution of the Corporation's Board of Directors, provided that a majority of the members of the Board of Directors voting for the approval of such transaction are Continuing Directors. The term "Continuing Director" shall mean any member of the Board of Directors of the Corporation who is not the Interested Person, and not an affiliate, associate, representative or nominee of the Interested Person or of such an affiliate or associate that is involved in the relevant transaction, and (A) was a member of the Board of Directors prior to the date that the person, firm or corporation, or any group thereof, with whom such transaction is proposed, became an Interested Person or (B) whose initial election as a director of the Corporation succeeds a Continuing Director or is a newly created directorship, and in either case was recommended by a majority vote of the Continuing Directors then in office. (c) As used in this Article 11, the term "Interested Person" shall mean any person, firm or corporation, or any group thereof, acting or intending to act in concert, including any person directly or indirectly controlling or controlled by or under direct or indirect common control with such person, firm or corporation or group, which owns of record or beneficially, directly or indirectly, five percent (5%) or more of any class of voting securities of the Corporation. 12. Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by the President, or the Board of Directors pursuant to a resolution approved by a majority of the whole Board of Directors, or at the request in writing of shareholders owning at least 35% of the capital stock issued and outstanding and entitled to vote. Special meetings of the stockholders may not be called by any other person or persons. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice of such meeting. 13. Bylaws. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly 5 authorized by majority vote of the whole Board of Directors to adopt, repeal, alter, amend or rescind the Bylaws of the Corporation. In addition, the Bylaws of the Corporation may be adopted, repealed, altered, amended, or rescinded by the affirmative vote of two-thirds of the outstanding stock of the Corporation entitled to vote thereon; provided, if the Continuing Directors, as defined in Article 11 shall by a majority vote of such Continuing Directors have adopted a resolution approving the amendment or repeal proposal and have determined to recommend it for approval by the holders of stock entitled to vote thereon, then the vote required shall be the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote thereon. 14. Certificate. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred on stockholders herein are granted subject to the reservations in Article 14. Provided, however, the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding stock of the Corporation entitled to vote thereon, shall be required to alter, amend, or adopt any provision inconsistent with or repeal Articles 4, 6, 7, 9, 11, 12 and 13 and this Article 14; provided, if the Continuing Directors, as defined in Article 11 shall by a majority vote of such Continuing Directors have adopted a resolution approving the amendment or repeal proposal and have determined to recommend it for approval by the holders of stock entitled to vote thereon, then the vote required shall be the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote thereon. 6 EX-11.1 3 STATEMENT OF COMPUTATION Exhibit 11.1 ORTHOLOGIC CORP. STATEMENT OF COMPUTATION OF NET INCOME (LOSS) PER WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (In thousands, except per share amounts) Three Months Ended March 31, ---------------------- 1996 1995 -------- -------- Net income (loss) $ 935 $ (936) ======== ======== Common shares outstanding at end of period 9,841 7,479 Adjustment to reflect weighted average for shares issued during the period (82) (332) Adjustment to reflect assumed exercise of outstanding stock options 639 0 -------- -------- Weighted average number of common shares outstanding 10,398 7,147 ======== ======== Net income (loss) per weighted average number of common shares outstanding $ .09 $ (.13) ======== ======== EX-27 4 FDS --
5 887151 ORTHOLOGIC CORP. 1 U.S.DOLLARS 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1 5,112,403 11,209,665 11,488,496 2,202,941 2,210,069 28,446,392 2,069,876 1,275,890 29,455,926 3,609,358 0 0 0 4,920 25,841,648 29,455,926 6,759,732 6,759,732 1,122,279 1,122,279 4,975,759 830,000 0 949,627 15,000 934,627 0 0 0 934,627 .10 .09
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