10KSB 1 a5619223.txt TRANSBOTICS CORPORATION 10-KSB -------------------------------------------------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-KSB (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the fiscal year ended November 30, 2007 or ----------------- [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the transition period from to --------------- Commission file number 0-18253 ---------- TRANSBOTICS CORPORATION (Name of small business issuer in its charter) Delaware 56-1460497 ---------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3400 Latrobe Drive, Charlotte, North Carolina 28211 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number (704) 362-1115 -------------- Securities registered pursuant to Section 12(b) of the Exchange Act: Name of each exchange on Title of each class which registered None None ---------------- -------------- Securities registered pursuant to Section 12(g) of the Exchange Act: .01 Par Value Common Stock -------------------------- (Title of Class) Check whether the issuer is not required to file reports pursuant to section 13 or 15(d) of the exchange Act Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 --- Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [ X ] Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the exchange act) Yes No X --- --- State issuer's revenues for its most recent fiscal year: $8,022,852 The aggregate market value of the voting stock held by non-affiliates of the Registrant was $1,007,647 based upon the closing sales price of Common Stock on OTC Bulletin Board on January 22, 2008 of $0.35 per share. As of January 22, 2008, 5,074,951 shares of Registrant's Common Stock, par value $.01 per share, were outstanding. Portions of the Registrant's Annual Report to the security holders for the fiscal year ended November 30, 2006 furnished to the Commission pursuant to Rule 14a-3(b) under the Securities Exchange Act of 1934 are incorporated by reference in Part II, Items 6 and 7. In addition, portions of the Registrant's definitive proxy statement for the 2006 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 are incorporated by reference in Part III, Items 9, 10, 11 and 12. Transitional Small Business Disclosure Format (check one): Yes No X --- --- -------------------------------------------------------------------------------- PART I Item 1. Description of Business General The business model of Transbotics Corporation ("Transbotics" or the "Company") is to design and sell integrated material handling transportation products and solutions to customers primarily in the manufacturing sector. It's specialty is to integrate "Tailor-Made" Automatic Guided Vehicles ("AGVs") with other types of automation equipment, particularly loading, unloading and packaging technologies, to provide a unique, integrated, automation solution. It sells these systems directly to end-users and also as a subcontractor to suppliers of larger automation solutions. The Company's AGV system products and services have been used in a variety of industries, including automotive, publishing, paper, consumer products and electronics. AGVs are driverless, computer-controlled vehicles that are programmed to transport materials through designated pickup and delivery routines within a particular facility (usually a manufacturing or distribution facility) and to transmit information concerning system status, inventory tracking and system controls to a system controller. For further information regarding AGVs, see "Automatic Guided Vehicle Systems" below. The Company also separately sells vehicle controls hardware, software, engineering services and other components to existing owners of AGV systems. A lesser part of its business is to sell such hardware and services to suppliers of AGV systems. These control products are designed to be of such general applicability as to be incorporated into many kinds of material handling vehicles. Consequently, they are used not only in custom-designed AGV's and systems, but also to automate conventional material handling equipment such as forklifts and pallet jacks. In 2007 and 2006 sales of AGV related systems products and services accounted for almost all of the Company's net revenues. The Company's primary guidance technology for AGV systems is a laser guidance AGV control system, Lazerway(R), which is viewed by management as superior to the traditional "wire guidepath" technology for controlling the direction of an AGV. The laser technology permits the end user to alter the guidepaths of AGVs without changes in the user's facility. The Company obtains this technology under a Master License Agreement ("MLA") with Danaher Motion Saro AB ("Danaher"). For further information regarding this MLA, see " License Agreement" section below. The licensed technologies have been used in more than 1,000 AGV systems (composed of as few as one vehicle and as many as 50 vehicles) with over 7,000 vehicles. The Company is an authorized distributor of industrial robots manufactured by KUKA Roboter GmbH ("KUKA"). The KUKA product offerings for palletizing are typically integrated in a full material handling system that the Company would offer its customers. The Company was founded in 1982 as the North American affiliate of Netzler & Dahlgren Co. AB ("Netzler & Dahlgren"), a Swedish company, to acquire or license Netzler & Dahlgren control technologies and products for AGVs and to enhance, modify, and otherwise adapt them for use by customers in North America. On March 28, 1990, the Company successfully completed its initial public offering netting $1,996,598 to improve its financial position for potential growth opportunities. On November 30, 2000, the Company's license agreement with Netzler & Dahlgren was modified to allow the Company to pursue end user AGV business worldwide on a non-exclusive basis. In 2001, the Company started doing business under the name Transbotics Corporation and officially adopted this as its corporate name from NDC Automation, Inc. through charter amendment in 2002. The Company obtained additional private equity and debt financing in 2003 and 2007. The Company's principal office is located at 3400 Latrobe Drive, Charlotte, North Carolina, 28211, and its telephone number is (704) 362-1115. 1 Strategy The Company's current business strategy is to grow Transbotics as the leading provider of "Tailor-Made" integrated material handling transportation products and solutions. Its specialty is to integrate AGV systems with other types of automation equipment. The Company intends to pursue applications that require the integration of AGVs with industrial robots, vision systems, end effectors, conveyors, palletizers and other automated loading, unloading and packaging technologies. The geographical focus of the Company's core business is North America. The Company will continue to review its strategy as it monitors the market, competition and growth opportunities for its products. Results of such reviews may affect the above strategies. There can be no assurance that any of the above strategies or future strategies will meet management's objectives for success or growth. Automatic Guided Vehicle Systems AGVs are computer-controlled, driverless vehicles that are programmed to transport materials through designated pickup and delivery routines within a particular facility (usually a manufacturing or distribution facility) and to transmit system status, inventory tracking and control and other information. In many manufacturing and distribution processes, material handling needs are met by roller tables, conveyors, manually operated vehicles and other conventional methods that rely on rigid pathways or human drivers. AGVs do not require human drivers and yet can be rerouted within the constraints imposed by the particular system. The Company's AGV system products and services have been used in a variety of manufacturing and distribution industries, including warehousing, printing, publishing, consumer products and paper. The Company's technology, once installed, can be maintained by factory floor technicians. The vehicles can be made to move and stop, load and unload, and perform other functions. The AGVs load handling equipment is adapted to the type and weight of the material that it handles and may consist of a roller table, forklift, mechanical arm or other device. The vehicle's wheel and drive configurations vary, depending upon the degree of maneuverability required within the manufacturing or distribution facility. AGVs increasingly are integrated with sophisticated robots and visual recognition devices to automatically load and unload products. AGVs can be guided between pick-up and delivery points by several methods. The traditional method is an inductive loop, called a wire guidepath, which is embedded in the floor of the facility when the AGV system is installed. The vehicles in an AGV system are equipped with a sensor and guidance equipment that cause them to follow the guidepath. Because the installation of a wire guidepath requires cutting a channel in the floor of the facility, the wire guidepath method makes rerouting of AGVs less flexible. Moreover, this method of installation of the system makes it inappropriate for clean room environments and certain other applications. Vehicle guidance based on laser technology eliminates the need for extensive facility reconfiguration upon installation. The laser guidance technology employs a rotating laser beam emitted from a vehicle to sweep the room and calculate angles to detected reflectors. The data gathered in this manner is used by the vehicle's computer to determine its location and progress towards its destination. The vehicle can be rerouted remotely by computer. Management believes that laser guidance is superior to traditional technology because it permits the end user to alter the designated routines of AGVs without extensive reconfiguration of the facility. The end users of AGV systems typically are businesses that need to move objects by vehicle within a single manufacturing or distribution facility such as a car manufacturer transporting engines in its production facility with AGVs or a publisher of newspapers using AGV systems incorporating the Company's products to move paper rolls and finished editions through their printing plants. The Company offers over 20 standard AGV technology equipment and software products with multiple options to its customers. These standard products are incorporated into the AGVs it offers for sale. The control products used by the Company are designed to be of such general applicability as to be useful in many 2 kinds of material handling vehicles. The AGVs are based on a portfolio of standard designs that usually are modified to fit the specific end user application. The Company calls these standard but customized vehicles "Tailor-Made". The Company's AGVs typically are unit load handling type AGVs or forklift style AGVs. The Company also leverages its design engineering capabilities to offer engineered to order AGVs when appropriate for unique applications where standard designs are not used. The more complex AGV systems perform several functions and are controlled by highly sophisticated computer software. These systems track and maintain the flow of materials through an entire manufacturing or distribution process. In doing so, they use numerous vehicles to move parts and assemblies through the various operations necessary to produce the finished product. The AGV system's computers provide host production computers with the information necessary for management to make real-time production decisions. The Company's proprietary "TMO" software product optimizes vehicle actions within a complex manufacturing or warehouse environment. License Agreement The Company's AGV system products and services primarily incorporate technology licensed by, and products purchased from Danaher, formerly Netzler & Dahlgren, as well as technology that it has acquired or developed itself. Prior to November 30, 2000, the Company operated under a MLA dated December 1, 1987, as restated November 30, 1995, in which the Company received from Danaher AGV technology, hardware, software, know-how and consulting services. The MLA provided the Company the sole rights to commercially and technically utilize, apply and sub-license Danaher's AGV system control technology and to sell its AGV system products in North America to Original Equipment Manufacturers ("OEMs") who manufacture vehicles in North America. The MLA, however, provided that other Danaher licensees that manufactured vehicles outside of North America could sell complete AGVs equipped with Danaher controls to customers in North America. Danaher itself does not sell standard or custom vehicle frames for AGVs. On November 30, 2000, the Company completed a renegotiation of its license agreement with Danaher. The new agreement (the "2000 License Agreement") expanded the scope and territory of the Company's rights to permit the Company to sell turnkey AGV systems to end users on a worldwide basis, and continues its rights to sub-license the technology to OEMs in North America but on a non-exclusive basis. The 2000 License Agreement continues to allow the Company to distribute the Danaher laser technology as described above in North America. The agreement's term extends to December 1, 2010 and is subject to automatic two year extensions unless and until either party, in compliance with certain procedures, notifies the other of its intention to terminate the agreement. It provides for payment of a 10% royalty on sub-license fees received by the Company with respect to AGV system technology. It also provides that the Company has the right to purchase Danaher products at prices determined annually. Royalties are due 30 days following receipt of payment by the Company. During the fiscal year ended November 30, 2007, the Company incurred no royalties to Danaher with respect to technology sub-licenses and purchased an aggregate of $757,289 of hardware, software and engineering consulting services from Danaher. Customers A substantial portion of the Company's business in any given year is derived from a limited number of customers, although the identity of those customers varies somewhat from year to year. For the fiscal year ended November 30, 2007, orders from the three largest customers accounted for 25.6%, 21.7% and 9.7% of the Company's net revenues. For fiscal 2006, orders from the three largest customers accounted for 31.1%, 13.9% and 8.0% of the Company's net revenues. End users of the Company's products and services are reached both by (1) the Company's direct sales and (2) sales to system suppliers and OEMs. The Company sold turnkey systems to twelve end users and supplied products to seven system suppliers and OEM customers in 2007 that acquired the Company's products under various types of agreements. The Company sold AGV system products and services directly to end users in 3 2007 to incorporate such components and equipment into AGV systems suitable for their particular needs. AGV system products and services sold directly to end users accounted for approximately 90%, 90% and 72% of the Company's net revenues in the fiscal years ended November 30, 2007, 2006 and 2005, respectively. For the fiscal year ended November 30, 2007, such end user customers accounted for approximately $7,250,000 in net revenues. AGV system products and services sold to system suppliers and OEMs as a group accounted for approximately 10%, 10% and 28% of the Company's net revenues in the fiscal years ended November 30, 2007, 2006 and 2005, respectively. For the fiscal year ended November 30, 2007, such customers accounted for approximately $770,000 in net revenues. Marketing The Company's marketing strategy is to promote the advantages of efficiently moving an end user's business from receiving to production to shipping through innovative, intelligent transportation automation directly to end users. In its approach to certain prospective end user customers, the Company sometimes will offer a teamed technology arrangement. In such an arrangement, the Company will work as a subcontractor with a supplier of a larger automation solution to integrate the Company's products and services with the other supplier's solution to an end user's particular needs. The Company's CEO leads its marketing program. The Company sends representatives to the major trade shows held by the materials handling industry and advertises in various industry publications. Major purchase orders typically are awarded through a competitive request for proposal and bid process. It takes, on average, three months to one year from issuance of the request for proposal to award of the purchase order. The design, manufacture and installation of AGV systems utilizing the Company's products and services typically require an additional four to twelve months. Backlog Backlog consists of all amounts contracted to be paid by customers but not yet recognized as net revenues by the Company. At November 30, 2007, the Company had a backlog of approximately $1,860,000 compared to $2,900,000 total backlog one year earlier. Substantial fluctuations in backlog are considered normal due to the size and volume of AGV system contracts. Patents and Proprietary Information Product developments sponsored and funded by the Company are the property of the Company and may be patented by the Company. The Company owns and licenses various patents and trademarks with varying expiration dates. Management believes that the Company's know-how and ability to modify and adapt its products to changing applications is just as significant to the maintenance of its competitive position as is the protection afforded by its patent and trademark rights. 4 Research and Development The Company's research and development activities are designed to complement existing AGV products and services and not to innovate radically different technologies. Management relies upon Danaher to innovate new navigation and guidance technology to which the Company is entitled according to the terms of the 2000 License Agreement but relies on itself for AGV vehicle designs and integration. The Company incurred $527,872 for research and development in fiscal 2007, compared to $312,172 and $281,369 in fiscal 2006 and 2005, respectively. Inventory The Company purchases considerable amounts of hardware and software from Danaher. The lead time required for such purchases averages approximately sixteen weeks. Other manufactured products inventoried by the Company require similar lead times. Due to the long lead times required and increased work in process in the manufacturing of AGVs, a general increase in the volume of business can require increases in inventory levels. Competition The material handling industry is highly competitive, and technologies are being continuously developed or improved. While the Company endeavors continually to improve and upgrade its product and service offerings, there can be no assurance that other firms having greater financial resources for research, development and marketing will not develop products with characteristics superior to the Company's products or that render the Company's products obsolete. The Company faces most of its competition from AGV suppliers that offer turnkey AGV systems based on their own proprietary AGVs technology. Presently there are approximately 10 companies offering AGV solutions in North America. The terms of the 2000 License Agreement with Danaher do not prohibit Danaher's other licensees from entering the North American market or Danaher from signing up new licensees in North America to compete with the Company and its sub-licensees or to supply completed AGVs to the Company's sub-licensees. Management believes that such new competition could be a threat to the Company's current and potential revenues. Employees The Company presently employs 42 persons on a full-time basis. None of the Company's employees is a party to a collective bargaining agreement. The Company considers its employee relations to be good. 5 Item 2. Properties The Company leases two properties (Charlotte and Detroit) under long-term operating leases. The Company's Detroit, Michigan office leases approximately 6,000 square feet with a monthly lease payment of $3,200; the Detroit lease expires February 28, 2008; management anticipates renewing the lease at market rates. The Company's St. Augustine, Florida office leases approximately 1,500 square feet with a month-to-month lease payment of $1,750. The lease for the headquarters and warehouse in Charlotte, NC is for approximately 16,000 square feet and in 2007 was rented on a month-to-month basis at a rate of $13,487. Rental expense was $235,279, $208,666, and $189,554 for the years ended November 30, 2007, 2006, and 2005, respectively. The Company signed a five year lease in February 2008 for its existing building in Charlotte, NC which also includes an additional new building of approximately 12,000 square feet on the same property. Total lease cost will approximate $245,500 for the first year of occupancy. Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Security Holders None. 6 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The Company's Common Stock previously traded on the National Association of Securities Dealers, Inc. ("NASDAQ") National Market under the symbol "AGVS". The Company's common stock began trading on the OTC Bulletin Board in November, 1995 under the symbol "TNSB". As of November 30, 2007, 5,074,951 of the Company's 11,000,000 authorized shares of Common Stock were issued and outstanding. Trading in the Company's securities commenced on March 28, 1990. The table below indicates quarterly high and low bid and asked information for the years ended November 30, 2007 and 2006, respectively, as provided to the Company by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without dealer mark-up, mark-down, or commission, and may not represent actual transactions. The approximate number of holders of record of common stock of the Company as of January 22, 2008 was 177. The Company believes that there are approximately 543 beneficial owners of the Company's Common Stock.
Market Price per Share ------------------------------------------------------------------------------- 2007 2006 ------------------------------------------------------------------------------- High Low High Low Quarter Ended Bid Ask Bid Ask Bid Ask Bid Ask ---------------------------------------------------------------------------------------------------------------------- February 28 0.56 0.59 0.25 0.47 .82 1.05 .48 .55 May 31 0.61 0.67 0.40 0.53 .65 .70 .51 .58 August 31 0.61 0.70 0.45 0.50 .58 .70 .51 .55 November 30 0.60 0.70 0.43 0.51 .52 .70 .42 .48 ======================================================================================================================
The Company has never paid cash dividends and has no present intention to declare or pay cash dividends. The Company continues to explore its options to raising additional capital, entering into a possible business combination or taking the Company private. 7 EQUITY COMPENSATION PLAN INFORMATION The following table summarizes information about our equity compensation plans as of November 30, 2007. All outstanding awards relate to our Common Stock. For additional information about our equity compensation plans, see note 12 to our financial statements in Item 7.
Number of securities remaining available for future Number of securities to be issuance under equity issued upon exercise of Weighted-average exercise compensation plans outstanding options, warrants price of outstanding options, (excluding securities issuable Plan category and rights warrants and rights under outstanding options, warrants and rights) -------------------------------------------------------------------------------------------------------------------------- Equity compensation plans approved by security holders 172,500 $0.25 - Equity compensation plans not approved by security holders - - - -------------------------------------------------------------------------------------------------------------------------- Total 172,500 $0.25 - ==========================================================================================================================
8 Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations The information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrant's Annual Report to the security holders furnished to the Commission under Rule 14a-3(b) of the Securities Exchange Act of 1934 (a copy of which is included in the exhibits hereto) is incorporated herein by reference. Item 7. Financial Statements The Financial Statements in the Registrant's Annual Report to the security holders furnished to the Commission under Rule 14a-3(b) of the Securities Exchange Act of 1934 (a copy of which is included in the exhibits hereto) are incorporated herein by reference. Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None Item 8A. Controls and Procedures The Company maintains a system of internal controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in reports filed under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. It should be noted that in designing and evaluating the disclosure controls and procedures, that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of November 30, 2007, an evaluation was performed under the supervision and with the participation of the Company's management, including the CEO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, the Company's CEO and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective at the reasonable assurance level as of November 30, 2007. In addition to management's evaluation of disclosure controls and procedures above, in connection with the audits of our financial statements for the fiscal year ended November 30, 2007 and 2006, the Company is continuing to review and enhance policies and procedures involving accounting, information systems and monitoring. During the audit of 2007 financial statements, the Company's independent registered public accounting firm identified a material weakness in internal control over financial reporting. During December of 2007, the Chief Accounting Officer position was eliminated, which resulted in lack of financial reporting resources to complete the financial close and reporting process. As a result of limited reporting resources, the Company's independent public firm identified various audit adjustments and the closing process and production of GAAP financial statements was delayed. Except as noted above, there have been no changes in internal control over financial reporting that occurred during the twelve months ended November 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 9 PART III Item 9. Directors and Executive Officers of the Registrant The information under the captions "Election of Directors", "Management", and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the Registrant's definitive Proxy Statement is incorporated herein by reference. The Board has adopted a Code of Business Conduct and Ethics, which applies to all of the Company's employees, officers and Directors. The Code of Business Conduct and Ethics was filed as Exhibit 14 of the Company's 10-KSB for the period ending November 30, 2003. Item 10. Executive Compensation The information under the captions "Compensation of Directors" and "Executive Compensation" in the Registrant's definitive Proxy Statement for its 2008 Annual Meeting of Stockholders is incorporated herein by reference. Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information set forth under the caption "Security Ownership of Management and Others" in the Registrant's definitive Proxy Statement for its 2008 Annual Meeting of Stockholders is incorporated herein by reference. Information concerning securities authorized under equity compensation plans of the Company is included under Item 5 of this report and is incorporated under this Item 11 by reference. Item 12. Certain Relationships and Related Transactions The information set forth under the caption "Certain Transactions" in the Registrant's definitive Proxy Statement for its 2008 Annual Meeting of Stockholders is incorporated herein by reference. 10 PART IV Item 13. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit No. Description ------- ----------- 3.1 (a)* Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Form 10-K for the fiscal year ended November 30, 1990 (the 1990 Form 10-K) (b)* Certificate of Amendment dated May 27, 1993 (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 dated August 27, 1993) (c)* Delaware Certificate of Amendment dated June 25, 2002 for Company's name change to Transbotics Corporation 3.2 * Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's 1990 Form 10-K) 4.1 * Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement (No. 33-32925) on Form S-18) 10.1 (a)* License Agreement dated November 30, 2000 between the Company and Netzler & Dahlgren Co. AB (incorporated by reference to Exhibit 10.1 to the December 20, 2000 Form 8-K) (b)* Security Agreement dated March 2, 2001 between the Company and Netzler & Dahlgren Co. AB (incorporated by reference to Exhibit 10.2(h) to the Company's Form 10-KSB for the fiscal year ended November 30, 2000 (the 2000 Form 10-KSB)) 10.2 * Service and Support Agreement dated December 14, 1999 between the Company and the Raymond Corporation (incorporated by reference to Exhibit 10.7 to the Company's 1999 Form 10-KSB) 10.3 * Employment Agreement dated July 24, 2007 between Charles w. Robison and the Company (incorporated by reference to Exhibit 10.19 to the Company's Form 10-QSB for the period ending August 31, 2007) 10.4 Employment Agreement dated February 22, 2008 between Claude Imbleau and the Company 10.5 * Definitive Asset Purchase Agreement with AutoMotion Systems, Inc. to purchase the inventory, fixed assets and intangibles (incorporated by reference to Company's 8-K filing of April 27, 2007) 10.6 * Press release announcing Promissory Note and other related agreements between Transbotics and Wachovia Bank dated March 23, 2007 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-QSB for the period ending February 28, 2007) 11 Item 13. Exhibits and Reports on Form 8-K Exhibit No. Description ------- ----------- 10.7 * Subscription agreement for 600,000 shares and $150,000 convertible note between Transbotics and Robison-Oates Investment Fund, LLC. (incorporated by reference to Exhibit 10.2 the Company's September 26, 2003 Form 8-K) 10.8 * Subscription agreement for 300,000 shares and $75,000 convertible note between Transbotics and Curt Kennington (incorporated by reference to Exhibit 10.3 the Company's September 26, 2003 Form 8-K ) 10.9 * Subscription agreement for 300,000 shares and $75,000 convertible note between Transbotics and Anthony Packer (incorporated by reference to Exhibit 10.4 the Company's September 26, 2003 Form 8-K) 10.10 * Investor Rights Agreement between the Corporation and Shareholders (incorporated by reference to Exhibit 10.5 the Company's September 26, 2003 Form 8-K) 10.11 * Form D Notice of sale of securities pursuant to regulation D dated October 7, 2003(incorporated by reference to Exhibit 10.9 to the Company's Form 10-QSB for the period ending August 31, 2003) 10.12 * Subordinated Note in the amount of $262,500 between Transbotics Corporation and John H. Robison Irrevocable Trust dated November 30, 2007 (incorporated by reference to Exhibit 99.2 the Company's December 4, 2007 Form 8-K) 10.13 * Warrant to Purchase Common Stock of Transbotics Corporation by John H. Robison Irrevocable Trust; Warrant No.1 in the amount of 875,000 shares at $0.40 a share (incorporated by reference to Exhibit 99.3 the Company's December 4, 2007 Form 8-K) 10.14 * 6% Subordinated Note in the amount of $37,500 between Transbotics Corporation and Stephen B. Robison Irrevocable Trust dated November 30, 2007 (incorporated by reference to Exhibit 99.4 the Company's December 4, 2007 Form 8-K) 10.15 * Warrant to Purchase Common Stock of Transbotics Corporation by Stephen B. Robison Irrevocable Trust; Warrant No.2 in the amount of 125,000 shares at $0.40 a share (incorporated by reference to Exhibit 99.5 the Company's December 4, 2007 Form 8-K) 10.16 * 6% Subordinated Note in the amount of $150,000 between Transbotics Corporation and Curt Kennington dated November 30, 2007 (incorporated by reference to Exhibit 99.6 the Company's December 4, 2007 Form 8-K) 10.17 * Warrant to Purchase Common Stock of Transbotics Corporation by Curt Kennington; Warrant No.3 in the amount of 500,000 shares at $0.40 a share (incorporated by reference to Exhibit 99.7 the Company's December 4, 2007 Form 8-K) 10.18 * 6% Subordinated Note in the amount of $150,000 between Transbotics Corporation and Anthony William Packer Rollover IRA dated November 30, 2007 (incorporated by reference to Exhibit 99.8 the Company's December 4, 2007 Form 8-K) 10.19 * Warrant to Purchase Common Stock of Transbotics Corporation by Anthony William Packer Rollover IRA; Warrant No. 4 in the amount of 500,000 shares at $0.40 a share (incorporated by reference to Exhibit 99.9 the Company's December 4, 2007 Form 8-K) 12 Item 13. Exhibits and Reports on Form 8-K Exhibit No. Description ------- ----------- 10.20 * Press release on major order in the Forklift Industry (incorporated by reference to Exhibit 99.1 to the Company's February 1, 2008 Form 8-K) 10.21 * License Agreement dated December 31, 2003 between the Company and Frog Navigation Systems B.V. (incorporated by reference to Exhibit 10.19 to the Company's Form 10-KSB for the period ending November 30, 2003) 10.22 * Press release announcing robot distribution agreement with KUKA Robotics dated January 16, 2006 10.23 Property lease Agreement dated February 15, 2008 between the Company and Kennington Family LLC. 13. Company's 2007 Annual Report 14 * Transbotics Code of Business Conduct & Ethics order (incorporated by reference to Exhibit 14 to the Company's November 30, 2003 Form 10-KSB) 23.3 Consent of Grant Thornton LLP to the incorporation by reference of its Report of Independent Registered Public Accounting Firm in this Form 10-KSB 31.1 Certification of by Charlie W Robison , the Company's CEO and Claude Imbleau , the Company's principal financial officer and principal accounting officer 32.1 Certification of Periodic Financial Report pursuant to 18 U.S.C. section 1350 99.1* United States Letters Patent for Optical Navigation System for an Automatic Guided Vehicle and Method (Patent No. 4,626,132; Date of Patent 08/15/89) (incorporated by reference to Exhibit 28.1 to the Form S-18) 99.2* United States Letters Patent for Method and Apparatus for Providing Destination and Vehicle Function Information to an Automatic Guided Vehicle (Patent No. 4,780,817; Date of Patent 10/25/88) (incorporated by reference to Exhibit 28.2 to the Form S-18) 99.3* United States Patent and Trademark Office Notice of Recordation of Assignment Document for United States Letters Patent for Automatic Guided Vehicle Traffic Control System and Method (Document Date 02/19/88) (incorporated by reference to Exhibit 28.3 to the Form S-18) 13 Item 13. Exhibits and Reports on Form 8-K Exhibit No. Description ------- ----------- 99.4* Canadian Letters Patent for Apparatus and Method for Optical Guidance System for Automatic Guided Vehicle (Patent No. 1,236,132; Date of Patent 05/17/88) (incorporated by reference to Exhibit 28.4 to the Form S-18) 99.5* United States Letters Patent for Automatically Guided Vehicle Having Steering Mechanism for Enabling Vehicle to Follow Guidance Wire (Patent No. 4,729,449; Date of Patent 03/08/88) (incorporated by reference to Exhibit 28.5 to the Form S-18). 99.6* United States Letters Patent for Apparatus and Method for Optical Guidance System for Automatic Guided Vehicle (Patent No. 4,626,995; Date of Patent 12/02/86) (incorporated by reference to Exhibit 28.6 to the Form S-18) 99.7* United States Certificate of Registration of Trademark POWERWAY (No. 2,323,133; Date of Registration 02/29/2000) (incorporated by reference to Exhibit 99.7 to the November 30, 2003 Form 10KSB) 99.8* United States Certificate of Registration of Trademark TRANSBOTICS (No. 2,740,372; Date of Registration 07/22/2003) (incorporated by reference to Exhibit 99.7 to the November 30, 2003 Form 10KSB) * Certain of the exhibits to this Report, indicated by an asterisk, are hereby incorporated by reference to other documents on file with the Commission, with which they are filed in fact, to be a part hereof as of their respective dates. (b) Reports on Form 8-K 1) Press release announcing Company raising $600,000 issue of new subordinated long-term debt (incorporated by reference to Exhibit 99.1 to the Company's December 4, 2007 Form 8-K) 2) Announcement that Claude Imbleau will be taking on responsibilities of Principle Accounting Officer (incorporated by reference to item 5.02 to the Company's January 18, 2008 Form 8-K) 3) Press release on major order totaling approximately $1,900,000 in the Forklift Industry (incorporated by reference to Exhibit 99.1 to the Company's February 1, 2008 Form 8-K) Item 14. Principal Accountant Fees and Services The information under the caption "Principal Accountant Fees and Services" in the Registrant's definitive Proxy Statement for its 2008 annual meeting of Stockholders is incorporated herein by reference. 14 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRANSBOTICS CORPORATION Registrant By: /s/ Charles W. Robison --------------------------------- Charles W. Robison Chief Executive Officer By: /s/Claude Imbleau --------------------------------- Claude Imbleau Chief Financial Officer Principal Accounting Officer Date: February 28, 2008 15 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and date indicated. By: /s/ D. Bruce Wise ------------------------------ D. Bruce Wise Chairman of the Board of Directors By: /s/ Charles W. Robison ------------------------------ Charles W. Robison CEO Vice Chairman of the Board of Directors By: /s/Claude Imbleau ------------------------------ Claude Imbleau CFO Director (Principal Financial Officer, Principal Accounting Officer) By: /s/ Neville Croft ------------------------------ Neville Croft Vice President AutoMotion Director By: /s/ John H. Robison ------------------------------ John H. Robison Director By: /s/ Larrimore Wright ------------------------------ Larrimore Wright Director By: /s/ Curt Kennington ------------------------------ Curt Kennington Director By: /s/ Anthony Packer ------------------------------ Anthony Packer Director Date: February 28, 2008 16