-----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, KP518RzmkDNUEyS7dtRDGi9fgMqxBWs1uK1eCfVrk5nEPvJ8qp5P7jxoWWrh9tYR qE5JbHWOuBrpD+XvB6vHSA== 0000950116-98-000077.txt : 19980119 0000950116-98-000077.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950116-98-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980114 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980116 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROM TECH INC CENTRAL INDEX KEY: 0000948703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 232694937 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27102 FILM NUMBER: 98508284 BUSINESS ADDRESS: STREET 1: 2000 CABOT BLVD STREET 2: SUITE 110 CITY: LANGHORNE STATE: PA ZIP: 19047-1833 BUSINESS PHONE: 2157506606 MAIL ADDRESS: STREET 1: 2000 CABOT BLVD SUITE 110 CITY: LANGHORNE STATE: PA ZIP: 19047-1833 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14. 1998 ROMTECH, INC. ------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-27102 23-2694937 ------------ ------- ---------- (State of other jurisdiction (Commission File Number) (IRS Employee of incorporation) Identification No.) 2000 Cabot Blvd. West. Suite 110, Langhorne. PA 19047-1833 - ----------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant"s telephone number, including area code: (215) 750-6606 ------------------------------------------------------------- (Former name or foRmer address, if changed since last report) Item 5. Other Events. On January 14, 1998, RomTech, Inc. (the "Company") issued a press release announcing the Company's unaudited results for the second quarter ended December 31, 1997, as described in the press release attached as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements. Pro Forma Financial Information and Exhibits, a. None. b. None. C. Exhibits. 99.1 Press Release dated January 14, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934. the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ROMTECH, INC. By:/s/ Joseph A. Falsetti ------------------------------------- Joseph A. Falsetti. Chairman and Chief Executive Officer Dated: January 16, 1998 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 NEWS RELEASE ROMTECH ANNOUNCES SECOND QUARTER REVENUES UP 170% COMPARED TO YEAR AGO - Earns 6 cents Per Share Versus A Loss Of 12 cents
LANGHORNE, PA (January 14,1998) - RomTech, Inc. (NASDAQ: ROMT) today announced unaudited COMPANY CONTACT: results for the second quarter and six months ended December 31, 1997, Joseph A. Falsetti Revenues for the quarter ended December 31, 1997 were $2,856,000 versus revenues of $1,058,000, RomTech, Inc. for the same period a year ago, an increase of 170%. Net income and net income per share for (215) 750-6606, Ext. 114 the current period were $601,000 and $0.06 versus a net loss of $(736,000) or $(0.12) per share jafalset@romt.com for the three months ended December 31, 1996. Revenues for the six months ended December 31, 1997 were $4,391,000 versus $2,129,000 for the comparable year ago period, a 106% increase. Net income for the period was $662,000 or $0.07 INVESTOR CONTACT: per share versus a loss of $(l,143,000) or $(0.18) per share for the six months ended December Gerald W. Klein 31, 1996. RomTech, Inc. The Company's income or (loss) per share for the quarters ended December 31, 1997 and 1996 and (215) 750-6606, Ext. 118 the six months ended December 31, 1997 and 1996, were negatively impacted since certain jklein@romt.com convertible preferred securities issued by the Company contained "in the money" conversion features accounted for in a manner similar to a preferred stock dividend. The accrual of this "in the money" feature decreased the net income or increased the net (loss) attributable to Common Stock by $86,858 for the three months and six months ended December 31, 1996. respectively, and by $12,550 and $117,991 for the three months and six months ended December 31, 1997, respectively. Future quarters will not be burdened with any further charges related to the issuance of these securities. Joseph A. Falsetti, Chief Executive Officer of RomTech, said, "The second quarter was a breakout quarter. Second quarter results were ahead of our expectations due to the success of the Galaxy Series branding strategy and the strong retail sell-through results, Revenues for the first half of this year exceeded revenues for all of fiscal 1997. Our challenge in the second half of fiscal 1998 will be to build upon the retail sell-through momentum that we are currently enjoying. As long as we continue gaining market share in the value line category we should expect to realize greater distribution of our products and more promotional opportunities." Mr. Falsetti also stated, "The successful launch of Galaxy OnlineTm during the second half of fiscal 1998 will be a key part of continuing our success in fiscal 1999. Galaxy Online will provide buyers of certain RomTech's Galaxy of Games(TM) titles access to unlimited free internet game play. A recent report published by Cowles/Simba Information, a Stamford, CT based market research firm, predicts that online games services, a $59 million business in 1997, will reach $670 million in 2001. We believe that the success of the Galaxy Series branding strategy will position Galaxy Online to realize a significant share of the online games market growth."
RomTech, headquartered in Langhorne. PA develops, publishes, markets and resells a diversified line of personal computer ("PC") software primarily for consumer and business applications. The Company promotes the Galaxy of Games(TM), Galaxy of Home Office Help'(TM) and Galaxy Deluxe(TM) brand names (the "Galaxy Series") in order to generate customer loyalty, encourage repeat purchases and differentiate the Galaxy Series products to retailers and consumers. The Company targets the market of home and small business personal computer users. The Company's sales are primarily made through a large national distributor that sells to large national retail chain stores. This press release contains certain forward-looking statements, including without limitation, statements regarding the success of RomTech's Galaxy branding strategy, RomTech's expected earnings and revenues for the second quarter ending December 31, 1997, expected revenues for the 1998 fiscal year and the success of the Galaxy Online games. The actual results achieved by RomTech, and the factors that could cause actual results to differ materially from those indicated by the forward-looking statements, are in many ways beyond RomTech's control. RomTech wishes to caution readers that the following important factors, among others, could affect RomTech's actual results and could cause RomTech's actual results for the second quarter ending December 31, 1997 and for the 1998 fiscal year to differ materially from those expressed in this press release, the allocation of adequate shelf space for RomTech's products in major chain retail stores; successful sell- through results for RomTech's products at retail stores: the inability to obtain and/or develop content for its products in a cost effective manner; the continued expansion of the computer in homes in North America: the ability to deliver products in response to orders within a commercially acceptable time frame, downward pricing pressure; the timeliness and success of developing and selling products; the acceptance by the market of the Galaxy Online games series; the costs of developing, producing and marketing such products; access to distribution channels; consumers' continuing demand for value-priced software; the renewal of licenses for key software products; competition; and various other factors, many of which are beyond the Company's control,
Quarters ended: December 31, - --------------- --------------------------- 1997 1996 - ---------------------------------------------------------------------------------------- Revenues $2,855,626 $1,058,466 Net income (loss) $613,424 $ (648,966) Accretion of Preferred Stock dividend (12,550) (86,858) ---------- ---------- Net income (loss) attributable to common stock $600,874 $(735,824) ========== ========== Weighted average shares outstanding - basic 8,965,224 6,285,128 Net income (loss) per share - basic $0.07 $(0.12) ===== ====== Weighted average shares outstanding - diluted 9,623,407 6,285,128 Net income (loss) per share - diluted $0.06 $(0.12) ===== ====== Six months ended: December 31, - ----------------- --------------------------- 1997 1996 - ---------------------------------------------------------------------------------------- Revenues $4,391,184 $2,129,483 Net income (loss) $779,739 $(1,056,544) Accretion of Preferred Stock dividend (117,991) (86,858) ---------- ---------- Net income (loss) attributable to common stock $661,748 $(1,143,402) ========== ========== Weighted average shares outstanding - basic 8,106,082 6,285,128 Net income (loss) per share - basic $0.08 $(0.18) ===== ====== Weighted average shares outstanding - diluted 9,507,834 6,285,128 Net income (loss) per share - diluted $0.07 $(0.18) ===== ======
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