0000912057-95-007905.txt : 19950920 0000912057-95-007905.hdr.sgml : 19950920 ACCESSION NUMBER: 0000912057-95-007905 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950731 FILED AS OF DATE: 19950919 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUROFLOW INC CENTRAL INDEX KEY: 0000100591 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 131947195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05622 FILM NUMBER: 95574846 BUSINESS ADDRESS: STREET 1: 1631 TENTH ST CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 2134506461 MAIL ADDRESS: STREET 2: 1631 TENTH ST CITY: SANTA MONICA STATE: CA ZIP: 90404 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA DYNAMICS CORP DATE OF NAME CHANGE: 19830522 10-Q/A 1 FORM 10-Q/A Conformed Copy SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED July 31, 1995 COMMISSION FILE NUMBER 0-5622 PUROFLOW INCORPORATED ----------------------------------------------------- (Exact name of registrant as specified in its charter)
DELAWARE 13-1947195 ------------------------------------------------------------- ------------------------------------ (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
16559 SATICOY STREET, VAN NUYS,CALIFORNIA 91406-1739 ----------------------------------------------- ---------------------------- (Address of executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 756-1388 Securities registered pursuant to Section 12(g) of the Act: Common Stock Shares Outstanding COMMON STOCK, $0.06-2/3 PAR VALUE 4,578,521 ------------------------------------------------- --------------------------- 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 [ ] PART II - OTHER INFORMATION ITEM L. LEGAL PROCEEDINGS 1) Puroflow Incorporated vs. George Solymar. Registrant seeks recovery of $46,000 plus interest from 1989 for conversion of Corporate funds by defendant for personal obligations. George Solymar commenced an action for alleged breach of an oral agreement of employment, alleging oral continuance of a written contract dated back to 1969. There is no merit to the claim, nor do the Registrant's records support the defendant's claim. Both actions have been consolidated for trial in September, 1995. 2) Joseph B. Jasso and Martha Jasso commenced action against Puroflow Incorporated and all Members of the Board for breach of an employment contract. The Board of Directors authorized the Registrant to cross-claim for breach of fiduciary duties, misfeasance and malfeasance as a former Director and Chief Executive Officer. 3) DSS Company vs. Ultra Dynamics Corporation, a wholly owned subsidiary, for breach of alleged purchase order of $30,000. Ultra Dynamics claims it does not owe plaintiff any sums because the plaintiff changed the terms of the warranty which were not acceptable to the defendant, and the purchase order was not accepted by the defendant. Plaintiff alleges damages of $15,000 in discovery proceedings. Registrant believes that there is no merit to this action, and that it will ultimately be dismissed. 4) Cynthia Meals vs. M. Rowena Willis, et al. represents a civil action commenced in Court of Common Pleas of Chester County, Pennsylvania for unspecified damages resulting from improper maintenance of a treatment system for drinking water. Ultra Dynamics Corporation is included as one of six codefendants as a supplier of the equipment to a codefendant distributor. Ultra Dynamics has filed a cross complaint against all codefendants and plaintiff. Registrant believed that there is absolutely no merit to this action against Ultra, and the action will ultimately be dismissed on motion. 5) Registrant previously reported the award of a judgment in favor of Micro-Numerics, Inc. for $34,398.26 plus interest and costs. The Judgment Creditor has made a total levy of $43,939.56 for the unpaid judgment which remains unsatisfied. 6) Imperial Bank commenced an action against Puroflow Incorporated for breach of the loan and security agreements, due to alleged default of 8 certain loan covenants. This caused a Receiver to be installed. 7) Tenth and Colorado Associates, Ltd. commenced action against Puroflow Incorporated for unlawful detainer related to Puroflow's occupation of a building located in Santa Monica which previously housed Registrants Airbag and Michigan Dynamics operations. Registrant vacated and the action was converted to a breach of lease action. Registrant believes that it has valid legal defenses to this claim, and that it will ultimately be dismissed. The Company is not a party to any other material pending suits or legal actions, and is not aware of any material claims that are threatened. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULT UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 27. Financial Data Schedule Form 8-K filed March 13, 1995: On or about March 3, 1995, Joseph B. Jasso, former President and C.E.O. of the Registrant commenced an action in the Superior Court of the State of California, County of Los Angeles for breach of Employment Contract and other allegations against the Registrant and all members of the Board of Directors. The Company intends to vigorously oppose this action on the grounds of violation of his fiduciary obligations as a Director and Chief Executive Officer to Stockholders and Management of the Company. Form 8-K filed May 12, 1995: Registrant and its wholly subsidiaries have entered into a stipulation effective May 1, 1995 with Imperial Bank under its collateral loan security agreement for the appointment of a Receiver. Michael D. Myers was appointed Receiver on 9 May 1, 1995 pursuant to the order of the Honorable Diane Wayne, Judge of the Superior Court of the State of California for the County of Los Angeles, Case No. BC126904 to assume jurisdiction over substantially all of the assets of Registrant's business but subject to the supervision and order of the Court. SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed and on its behalf by the undersigned thereto, duly authorized. PUROFLOW INCORPORATED By /s/ Michael H. Figoff ------------------------ Michael H. Figoff President By /s/ James Duncan ------------------------ James Duncan Controller Date: September 15, 1995 10 EX-27 2 FDS EX-27
5 6-MOS JAN-31-1996 FEB-01-1995 JUL-31-1995 14,587 0 1,755,680 106,569 1,452,075 3,204,684 3,263,388 2,134,319 4,414,757 3,930,976 0 3,635,406 0 0 0 4,414,757 4,481,629 4,481,629 3,126,959 3,126,959 914,144 31,700 155,109 253,717 0 253,717 (7,443) 0 0 246,274 .06 .06