-----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, UpVcSYPwUT4hCCgiTbi+8KYbZ/rtoriedYTLxOBFLh58zOp7AHZ35w6bZYgCRA8A cSma8DpVnUZ9D7SvK1bwTw== 0000889812-96-000879.txt : 19960717 0000889812-96-000879.hdr.sgml : 19960717 ACCESSION NUMBER: 0000889812-96-000879 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960716 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEILER POLLUTION CONTROL SYSTEMS INC CENTRAL INDEX KEY: 0000718827 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL PROCESS FURNACES & OVENS [3567] IRS NUMBER: 222448906 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-22630 FILM NUMBER: 96595143 BUSINESS ADDRESS: STREET 1: 555 METRO PLACE NORTH SUITE 100 STREET 2: 4TH FLOOR CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147913272 MAIL ADDRESS: STREET 1: 555 METRO PLACE NORTH CITY: DUBLIN STATE: OH ZIP: 43017 10-K405/A 1 AMENDMENT NO. 1 TO ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 This Amendment No. 1 to the Seiler Pollution Control Systems, Inc. Form 10-K filed with the Commission on July 12, 1996 repaginates the table of contents, corrects the Management's Discussion section in Item 7 and provides the Financial Data Schedule. [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 1996 ------------------------------------------------------ [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to ______________________ Commission file number 0-22630 --------------------------------------------------------- Seiler Pollution Control Systems, Inc. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 22-2448906 - ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 555 Metro Place North, Dublin, Ohio 43017 - -------------------------------------------------------------------------------- (Address of principal executive Offices) (Zip Code) Registrant's telephone number, including area code 614/791-3272 ----------------------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.0001 per share. 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.[ ] Yes [ ] No Not Applicable The number of shares outstanding of each of the Registrant's classes of Common Stock, as of June 1, 1996 is 18,805,569 shares, all of one class of $.0001 par value Common Stock. Of this number a total of 15,535,569 shares having a market value of $89,329,521, based on the closing price of the Registrant's common stock of $5.75 on June 13, 1996 as quoted on the NASDAQ SmallCap market, were held by nonaffiliates of the Registrant. DOCUMENTS INCORPORATED BY REFERENCE None - 2 - SEILER POLLUTION CONTROL SYSTEMS, INC. Form 10-K Fiscal Year Ended March 31, 1996 TABLE OF CONTENTS Page No. -------- PART I Item 1. Business 1 Item 2. Properties 10 Item 3. Legal Proceedings 10 Item 4. Submission of Matters to a Vote of Security-Holders 10 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 10 Item 6. Selected Financial Data 12 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 8. Financial Statements and Supplementary Data 12 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 49 PART III Item 10. Directors and Executive Officers of the Registrant 49 Item 11. Executive Compensation 53 Item 12. Security Ownership of Certain Beneficial Owners and Management 56 - i - Item 13. Certain Relationships and Related Transactions 58 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 59 SIGNATURES 61 SUPPLEMENTAL INFORMATION 62 - ii - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations - March 31, 1996 v. March 31, 1995 The Company's net loss for the year ended March 31, 1996 was $1,796,727 as compared to $1,967,813 for the year ended March 31, 1995. The decrease in the net loss is the result of decreases in professional and consulting fees and salaries, wages and related fringe benefits. Increases in research and development expenses mitigated the effects of the expense reductions. The Company has made payments aggregating $3,226,377 for completion of its High Temperature Vitrification (HTV) Systems during the year ended March 31, 1996. In addition, $261,048 was expended for the acquisition of property and equipment. The Company has funded these capital expenditures and operating losses through the issuance of additional equity securities and loans from stockholders aggregating $5,163,600 and $827,098, respectively. The Company expects to incur substantial expenditures to complete the HTV Systems, including operational start-up costs, and to develop and market additional Systems. Management's plans to generate additional resources include consideration of the sale of additional equity securities, alliances or joint venture agreements with entities interested in the Company's HTV Systems, project financing agreements or other business transactions which would generate sufficient resources to assure continuation of the Company's operations. Results of Operations - March 31, 1995 v. March 31, 1994 - -------------------------------------------------------- The Company has not had any revenues from operations in each of its fiscal years ended March 31, 1995 and 1994. Customer deposits amounting to $5,079,000 were utilized as advances to suppliers for and on its behalf to the manufacturer/supplier of the System (referred to above in Item 1). Such deposits were refunded in the year ended March 31, 1995. The receipt of customer deposits (which are cash flow items) were not revenues since the Company has not sold or delivered the System. Net loss for the fiscal year ended March 31, 1995 was $1,967,813 as compared to a net loss of $2,899,707 for the preceding fiscal year. The principal differences between such losses (a decrease of $931,894) relate to the facts that while the Company incurred increases of (a) officers' salaries ($290,563), (b) advertising, promotional and selling expenses ($200,141), (c) professional fees ($168,702) and (d) amortization cost ($91,287), it had a considerable reduction in fiscal 1995 of consulting fees of $1,701,083. Additionally, employee welfare, insurance, office expenses, rent, taxes and certain miscellaneous expenses increased by an aggregate of $187,971 from the previous fiscal year while travel and entertainment expenses were reduced by $18,393. Further, while interest expense was reduced by $123,709, foreign currency losses decreased by $333. Consulting fees ($2,007,936) for the fiscal year ended March 31, 1994 primarily related to services rendered regarding location of a corporate shell and the subsequent revival of the Company as a business entity engaged in its current activities. Such fees also included payments made to the Studdert Companies ("SC"), whose president served on the Company's Board of Directors until March 17, 1995. SC no longer had any consulting agreements with the Company as of June 30, 1995. Management of the Company does not currently anticipate that additional consulting fees in the magnitude heretofore encountered will be incurred within the foreseeable future; the Company has been able to reduce consulting fees by approximately 85% for the fiscal year ended March 31, 1995. Monies expended for professional services relate primarily to legal and accounting services. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. SEILER POLLUTION CONTROL SYSTEMS, INC. Dated: June 29, 1996 By /s/ Alan B. Sarko ______________________________ Alan B. Sarko, Vice President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Werner Heim Chairman of the Dated: June 29, 1996 ___________________________ Board of Directors Werner Heim and President /s/ Alan B. Sarko Vice President, Dated: June 29, 1996 ___________________________ Treasurer, Secretary, Alan B. Sarko Chief Financial Officer, Director Director ___________________________ Dated: _______, 1996 Ulrich Ernst /s/ Niklaus Seiler Director Dated: June 29, 1996 ___________________________ Niklaus Seiler - 25 - EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the consolidated balance sheet of Seiler Pollution Control Systems, Inc. and Subsidiaries as of March 31, 1996, as well as the consolidated statements of operations, changes in stockholders' equity and cash flows for the year then ended, and is qualified in its entirety by reference to such financial statements. 1 YEAR MAR-31-1996 MAR-31-1996 200,351 0 0 0 0 309,503 296,181 8,403 15,045,626 424,385 3,215,384 0 0 1,853 11,404,004 15,045,626 0 0 0 1,748,842 0 0 56,153 (1,796,727) 0 (1,796,727) 0 0 0 (1,796,727) (0.11) (0.11)
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