-----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, IZMBR8srj5B+kvMSG/56BJsbF6sb1KAHwVTz6zDE8lASs/aKC9qiggE1PdW4y8UQ gMtS6vHfXHwGi34O7kEumw== 0000950170-98-001078.txt : 19980521 0000950170-98-001078.hdr.sgml : 19980521 ACCESSION NUMBER: 0000950170-98-001078 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980520 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN OPTIQUE DISTRIBUTORS INC CENTRAL INDEX KEY: 0000876235 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 650052592 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 001-11063 FILM NUMBER: 98629225 BUSINESS ADDRESS: STREET 1: 14250 S W 119 AVENUE CITY: MIAMI STATE: FL ZIP: 33186 BUSINESS PHONE: 3052553272 MAIL ADDRESS: STREET 1: 14250 S W 119TH AVE CITY: MIAMI STATE: FL ZIP: 33186 10QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 1998 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to ___________________. Commission File No. 0-19670. OCEAN OPTIQUE DISTRIBUTORS, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) FLORIDA 65-0052592 (State of Other Jurisdiction of Incorporation (I.R.S. Employer I.D. No.) or Organization) 2 N.E. 40TH STREET, MIAMI, FLORIDA 33137 (Address of Principal Executive Offices) Issuer's telephone number, including area code: 305-573-0222 Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months and (2) has been subject to such filing requirements for the past 90 days. YES X NO State the number of shares outstanding of each of the Issuer's classes of common equity as of the latest practicable date: At May 15, 1998 there were outstanding 961,734 shares of Common Stock, no par value. Transitional Small Business Disclosure Format: YES NO X OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES INDEX TO FORM 10-QSB PART 1 FINANCIAL INFORMATION PAGE Item 1 Financial Statements Condensed Consolidated Balance Sheets as of March 31, 1998 and June 30, 1997 (unaudited) 3 Condensed Consolidated Statement of Income Nine Months Ended March 31, 1998 and 1997 (unaudited) 4 Condensed Consolidated Statement of Income Three Months Ended March 31, 1998 and 1997 (unaudited) 5 Condensed Consolidated Statement of Cash Flows Nine Months Ended March 31, 1998 and 1997 (unaudited) 6 Notes to the Condensed Consolidated Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART 11 OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 2 OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, 1998 AND JUNE 30, 1997 (UNAUDITED) ASSETS
31-MAR 30-JUN 1998 1997 ------------- ------------- Current Assets Cash and cash equivalents $ 36,669 $ 54,868 Certificate of deposit - restricted - 65,000 Accounts receivable (net of allowance for doubtful accounts of $133,024 and $289,865 respectively) 1,541,580 2,535,435 Inventory 4,388,842 4,994,655 Prepaid expenses and other current assets 1,310,372 89,929 Deferred income taxes 136,400 130,229 ------------- ------------- Total current assets 7,413,863 7,870,116 Property, plant and equipment, net 425,952 370,795 Security deposits and other assets 24,983 23,983 Debt issue costs, net - 76,522 Deferred income taxes - 4,303 Intangible assets - 1,928,980 ------------- ------------- Total assets $ 7,864,798 $ 10,274,699 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Line of credit 3,124,248 3,233,534 Accounts payable and accrued expenses 1,126,354 2,977,841 Income tax payable - 94,029 Current portion of long-term debt 120,647 614,693 Note payable - officers 140,000 140,000 ------------- ------------- Total current liabilities 4,511,249 7,060,097 8% Convertible subordinated debentures 250,000 341,250 Long-term debt 110,151 56,869 Deferred income taxes 98,300 96,432 ------------- ------------- Total liabilities 4,969,700 7,554,648 Stockholders' equity Preferred stock, no par value, 5,000,000 shares authorized; shares issued: Series A cumulative convertible 3% preferred stock, 214,500 shares outstanding (liquidation value-$536,250) 95,151 95,151 Series B-1, 2% convertible preferred stock, 162,478 shares outstanding (liquidation value-$812,390) 64,016 64,016 Series C non-cumulative convertible preferred stock, 1,000,000 shares outstanding 1,697,037 1,697,037 Series C-2, 5% convertible preferred stock, 250,000 shares outstanding 250,000 - Series D convertible preferred stock, 2,864,154 shares outstanding 667,923 Series E convertible preferred stock, 5,926 shares outstanding 1,069,651 Common stock, no par value; 10,000,000 shares authorized, 7,618,792 issued and outstanding - Paid-in-capital 837,015 744,265 Retained earnings (1,785,695) 119,582 ------------- ------------- Total stockholders' equity 2,895,098 2,720,051 ------------- ------------- Total liabilities and stockholders' equity $ 7,864,798 $ 10,274,699 ============= =============
The accompanying notes are an integral part of this statement. 3 OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED)
3/31/98 3/31/97 --------------- --------------- Net Sales $ 2,787,444 $ 1,726,746 Cost of goods sold 2,159,487 1,201,970 --------------- --------------- Gross profit 627,957 524,776 Selling, general and administrative expenses 3,462,062 529,550 --------------- --------------- Net Profit before interest and income taxes (2,834,105) (4,774) Interest expense 204,581 18,429 --------------- --------------- Income before income taxes (3,038,686) (23,203) Income tax expense - (5,000) --------------- --------------- Net Income (loss) (3,038,686) (18,203) Dividends on convertible preferred stock 3,501 - --------------- --------------- Net income (loss) applicable to common stockholders $ (3,042,187) $ (18,203) =============== =============== Net income (loss) per share of common stock (0.12) - =============== =============== Weighted average number of common shares outstanding 24,747,339 24,747,339 =============== ===============
The accompanying notes are integral part of these statements. 4 OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) 3/31/98 3/31/97 ----------- ----------- Net Sales 561,349 431,378 Cost of goods sold 1,414,849 296,765 ----------- ----------- Gross profit (853,500) 134,613 Selling, general and administrative expenses 2,328,970 170,902 ----------- ----------- Net profit before interest and income taxes (3,482,470) (36,289) Interest expense 60,250 9,666 ----------- ----------- Income before income taxes (3,542,720) (45,955) Income tax expense - (10,600) ----------- ----------- Net income (3,542,720) (35,355) Dividends on convertible preferred stock 501 - ----------- ----------- Net income applicable to common stockholders (3,543,221) (35,355) =========== =========== Net income per share of common stock (0.08) - =========== =========== Weighted average number of common shares outstanding 44,544,154 44,544,154 =========== =========== The accompanying notes are an integral part of these statements. 5 OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997
3/31/98 3/31/97 ---------------- --------------- Cash flows from operating activities: Net income (loss) $ (1,008,410) (18,203) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 255,391 14,027 Bad debt expense (156,841) - Changes in operating assets and liabilities: Decrease(increase) in: Accounts receivable 1,450,696 92,353 Inventory 605,813 7,211 Prepaid expenses and other current assets (1,220,443) 5,230 Security deposits and other assets (1,000) 280 Increase(decrease) in: Accounts payable and accrued expenses 325,126 (108,918) Income tax payable (94,029) (5,000) ---------------- --------------- Net cash provided by (used in) operating activities 156,303 (13,020) ---------------- --------------- Cash flows from investing activities: Capital expenditures 310,548 - Net cash provided by (used in) investing activities 310,548 - ---------------- --------------- Cash flows from financing activities: Net borrowings (payments) on bank line of credit and notes payable (550,050) 60,892 Contributions ---------------- --------------- Net cash provided by (used in) financing activities (550,050) 60,892 ---------------- --------------- Net decrease in cash and cash equivalents (83,199) 47,872 Cash and cash equivalents, beginning of period 119,868 7,360 ---------------- --------------- Cash and cash equivalents, end of period $ 36,669 $ 55,232 ================ =============== Supplemental disclosure of cash flow information: Cash paid (received) during the period for income taxes, net - - ================ =============== Cash paid during the period for interest $ 350,082 $ 18,429 ================ =============== Non cash financing and investing activities: Conversion of debt to equity $ 91,250 $ - ================ =============== Sale of business: Fair value of assets sold $ 1,443 ---------------- Liabilities sold $ 2,656,000 ----------------
The accompanying notes are an integral part of these statements 6 OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of Management necessary for a fair statement of results for the interim periods. The results of operations for the nine months ended March 31, 1998 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-KSB, for the fiscal year ended June 30, 1997 (2) TRANSACTIONS WITH XR CO. In January 1998, Ocean Optique Distributors, Inc. ("Ocean") entered into a Consulting Agreement (the "Consulting Agreement") with XR Co., a privately held Miami-based investment company. The Consulting Agreement contemplated, among other matters, that XR Co. would assist Ocean in increasing its net tangible assets by approximately $1.0 million in exchange for which, among other matters, XR Co. received shares of Ocean's Series D Preferred Stock (the "Series D Preferred Stock"), which gave it voting control of Ocean. Subsequent to the date of the Consulting Agreement, XR Co. and Ocean determined that the amount by which Ocean's net tangible assets needed to be increased was significantly in excess of the $1.0 million originally contemplated. On February 20, 1998, Ocean and XR Co. entered into a Purchase Agreement (the "Purchase Agreement") pursuant to which XR Co. purchased from Ocean all of the outstanding capital stock of two of Ocean's subsidiaries, Classic Optical, Inc. ("Classic") and European Manufacturers Agency, Inc. ("EMA"), in exchange for XR Co.'s purchase of the liabilities of Classic and EMA through the acquisition of their outstanding capital stock. Classic and EMA had combined assets of approximately $1,423,00 and combined liabilities of approximately $2,656,000. In connection with the purchase transaction, Ocean and XR Co. also supplemented the Consulting Agreement pursuant to which Ocean issued to XR Co. 5,926 shares of Ocean's newly-designated Series E Preferred Stock (the"Series E Preferred Stock"). The Series E Preferred Stock when and if declared by Oceans Board of Directors pays cumulative dividends at the annual rate of 2.5% of liquidation preference beginning on July 1, 1998. the Series E has preference of $2.70 per share after July 1, 1998, and is subordinate to Ocean's previously issued series of preferred stock, other than the Series D Preferred Stock with which it ranks pari passu. The shares of Series E Preferred Stock may be converted by XR Co. into shares of Ocean's common stock at the rate of 5,000 shares of common stock for each $270 of liquidation value plus accumulated but unpaid dividends for each share converted. The Series E Preferred Stock has 5,000 votes per share and votes together with Ocean's common stock and other voting preferred stock as a single class on all matters (except as required by law). As a result of the transaction, XR Co. holds approximately 74% voting control of Ocean. On May 11, 1998 to Company effected a reverse Stock Split 7 The terms of the foregoing agreements were arrived at by arms' length negotiation between the parties and were unanimously approved by Ocean's Board of Directors. The presentation of the Company's condensed Consolidated Financial Statements included in this report reflects the consummation of the Purchase Agreement. (3) CALCULATION OF EARNINGS PER SHARE Net (loss) income per share of Common Stock is computed based upon the weighted average number of Common Shares and Common Stock equivalents outstanding during the year. Included in the weighted average number of shares calculation is the retroactive effect of the 3,137,977 Common shares and the 1,000,000 Series C non-cumulative Convertible Preferred shares issued in the Solovision Acquisition. Also, included in the weighted average number of shares calculation is the retroactive effect of the XR Co. purchase. 8 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is an analysis of the Company's results of operations and its liquidity and capital resources. To the extent that such analysis contains statements that are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. These risks include: risks of increases in the costs of the Company's products; the Company's relationships with its suppliers and licensors; the financial condition and operations of the Company's customers; changes in fashions and preferences of purchasers of eyewear; competitive and general economic factors in the markets where the Company's products are manufactured or sold; the impact of, and changes in, government regulations such as trade restrictions or prohibitions, or import and other charges and taxes; and other factors discussed in the Company's filings with the Securities and Exchange Commission. The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes thereto of Ocean Optique Distributors, Inc. and subsidiaries (collectively, the "Company"), included elsewhere herein. RESULTS OF OPERATIONS - For the nine months ended March 31, 1998 and 1997. Net sales for the nine months ended March 31, 1998 were $2,787,444, an increase of $1,060,698 or 61.4% from the same period in 1997. The increase was due primarily to the impact of the Solovision Acquisition. Net sales at Solovision for the nine months ended March 31, 1998 totaled $2,229,733. The Company's gross profit for the nine months ended March 31,1998 increased by $103,181 or 19.7%, when compared to the same period in 1997, mainly due to increased sales relating to the merger. The Company's gross profit margin decreased from 30.4% for the nine months ended March 31, 1997 to 22.5% for the nine months ended March 31, 1998. SG & A expenses for the nine months ended March 31, 1998 increased by $2,932,512 (553.8%) over the same period last year. This increase is mainly due to the write off of intangible assets of $2,005,502, the impact of the Solovision Acquisition, and to a lesser extent is due to additional professional fees of $219,016. And an increase in bad debt write off of $253,657. SG & A as a percentage of net sales increased to 124.2% from 30.7% for the nine months ended March 31, 1998 and 1997, respectively. This increase was mainly due to the merger with Solovision Acquisition, and the additional expenses as mentioned above. For the nine months ended March 31, 1998, the Company had a net loss $3,038,686 compared to a net loss of $18,203 for the same period last year. This decrease in profits is primarily due to the increase in interest expense of $186,152, the increase of amortization and depreciation of $2,005,502 which relates to the write off of the intangible assets, an increase in professional fees of $219,016 and an increase in bad debt write off of $253,657. RESULTS OF OPERATIONS - For the three months ended March 31, 1998 and 1997. Net sales for the three months ended March 31, 1998 were $561,349, an increase of $129,971, or 30.1% from the same period in 1997. The increase was due primarily to the impact of the Solovision Acquisition. 9 The Company's gross profit for the three months ended March 31, 1998 decreased by $988,113, when compared to the same period in 1997, mainly due to the sale of old slow moving inventory at less than cost. SG & A expenses for the three months ended March 31, 1998 increased by $2,458,068 (1438.3%) over the same period last year. This increase is mainly due to the write off of intangible assets of $1,978,788, and to a lesser extent is due to additional bad debt expense of $105,065. For the three months ended March 31, 1998, the Company had a net loss of $3,542,720 compared to a net loss of $35,355 for the same period last year. This decrease in profits is primarily due to the write off in intangible assets of $1,978,788 the increase in interest expense of $50,594, an increase in bad debts of $105,065 and to the increase in normal operating expenses related to the Solovision Acquisition. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1998, the Company's working capital was $2,902,614, and its current ratio was 1.6:1% as compared to the working capital of $810,069 and current ration of 1.11:1 as of June 30, 1997. The change in net cash provided by operating activities was primarily due to the net loss from operations of $1,008,410, depreciation of $255,391, a decrease in accounts receivable of $1,450,696 an increase in prepaid expenses and other current assets of $1,220,443 mainly due to prepaid purchases and usage of barter agreements, and a decrease in inventory of $605,813. The decrease in accounts receivable relates to stronger collections and the decrease in inventory relates to the sales at less than cost. The change in net cash provided by financing activities was primarily due to the payments of notes payable of $550,050. In May 1997, the Company refinanced its credit facility through a Loan and Security Agreement with Coast Business Credit, a division of Southern Pacific Thrift & Loan Association ("Coast"). Loans outstanding under this agreement at any time may not exceed the lesser of either: (a) $4,000,000 or (b) the sum of: (I) 70% of the Company's receivable deemed by Coast to be eligible for borrowing (which may be increased to 75% if dilution is less than 15%, subject to certain restrictions); and (II) the lesser of up to 55% of the value of the Company's inventory deemed by Coast to be eligible for borrowing, or $2,000,000. The interest rate of all loans made under the credit facility is 2% above the prime rate, with a minimum monthly interest amount equal to said rate charged on an outstanding daily balance of $2,000,000. The maturity date is June 30, 2000, subject to automatic renewal for additional one-year terms upon payment of a renewal fee. The Company also issued to Coast warrants to acquire $187,500 shares of Common Stock at an exercise price of $1.625 per share. The credit facility is secured by all of the Company's assets. Inability to repay the loans under the credit facility in a timely manner would have a materially adverse effect on the Company's ability to continue its operations and could cause the Company to lose most of its assets. There can be no assurance that income generated from operations will be sufficient to cover all operating expenses and meet present and future debt service payments. In October 1997, the Company's Chairman of the Board invested $250,000 in shares of a new series of the Company's convertible preferred stock, the terms of which are being finalized. Management currently believes that cash from operations and from available credit sources is sufficient for the Company to maintain its operations at current levels, including the operations acquired in the Solovision Acquisition. The Company is at the present time seeking other sources of financing to provide additional working capital. There can be no assurances that such other financing will be available and, if available, will be at terms favorable to the company. 10 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is a party to a legal proceeding involving two former employees who are also the daughters of the former President of the Company. They filed a Motion to Enforce Settlement Agreement and Damages Arising from the Breach thereof filed in Dade County Circuit Court Case No. 96-23733 CA 25. The outcome is still pending and the Company believes that there will be no material adverse effect on the Company's long-term future business. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS On January 12, 1998, the Registrant amended its Articles of Incorporation to authorize the issuance of an aggregate of 2,864,154 shares of Series D Cumulative Convertible 2.5% Preferred Stock (the "Series D Preferred Stock"). On January 8, 1998, the Registrant sold 2,864,154 shares of Series D Preferred Stock to X-R Co. pursuant to a Consulting Agreement therewith. See Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-QSB. The Registrant claimed exemption from registration under the Securities Act of 1933 inasmuch as no public offering was involved. Holders of the Series D Preferred Stock are entitled to receive cumulative dividends at the rate of 2.5% of the liquidation value thereof when and if declared by the Registrant's Board of Directors. The Series D Preferred Stock is subordinate with respect to dividends and other distributions by the Registrant to certain other series of the Registrant's Preferred Stock, but is, however, senior in all such respects, to the to the Registrant's Common Stock. Holders of the Series D Preferred Stock are entitled to vote together with the holders of the Registrant's Common Stock as a single class on all matters presented to a vote of shareholders, except as otherwise provided by law, and each share of Series D Preferred Stock is entitled to 6.5 votes. The Registrant's Articles of Incorporation, as amended (the "Amended Articles"), provide that on or after July 1, 1993, each share of Series D Preferred Stock is convertible into .8125 shares of the Registrant's Common Stock. The Amended Articles also provide that the conversion rate for the Series D Preferred Stock shall be .8125 shares of the Registrant's Common Stock for each $.35 of liquidation value thereof plus accumulated but unpaid dividends on the Series D Preferred Stock to be converted, subject to adjustment in certain cases. In the event of any liquidation, dissolution or winding up of the Registrant, the holders of the Series D Preferred Stock are entitled to receive from the Registrant's assets available therefor, before any distribution is made to holders of the Registrant's Common Stock or any other junior stock, liquidating distributions in the amount of $.35 per share plus accumulated but unpaid dividends, commencing June 30, 1998. The shares of Series D Preferred Stock are not redeemable by the Registrant, except that the Registrant had the right to shares of Series D Preferred Stock from the holder thereof at a redemption price of $.001 per share as follows: (i) If X-R Co. has increased the Registrant's Net Tangible Assets of the Registrant (as defined in an Agreement between X-R Co. and the Registrant) by at least $750,000 but less than $1,000,000 before July 1, 1998, then the Registrant shall be entitled to redeem 711,538 shares of Series D Preferred Stock; (ii) If X-R Co. has increased the Net Tangible Assets of the Registrant by at least $500,000 but less than $750,000 before July 1, 1998, then the Registrant shall be entitled to redeem 1,423,077 shares of Series D Preferred Stock; (iii) If X-R Co. has increasesd the Net Tangible Assets of the Registrant by at least $500,000 but less than $750,000 before July 1, 1998, then the Registrant shall be entitled to redeem 1,423,077 shares of Series D Preferred Stock; (iv) If the Consultant has failed to increase the Net Tangible Assets of the Registrant by at least $250,000 before July 1, 1998, then the Registrant shall be entitled to redeem all of the shares of the Series D Preferred Stock. Because X-R Co. has increased the Net Tangible Assets of the Registrant by more than $1,000,000, the Registrant's right to redeem the Series D Preferred Stock has terminated. Holders of the Series D Preferred Stock have a preemptive right with respect to the any issuances of the Registrant's Common Stock or any other voting securities issued by the Registrant based upon the relative respective voting rights. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits. 27.1 Financial Data Schedule (B) Reports on Form 8-K A Current Report on Form 8-K was filed on January 8, 1998, which included Exhibit 1. A current report on Form 8-K was filed on February 20, 1998, which included proforma balance sheet as of Feb. 20, 1998. 11 SIGNATURES In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OCEAN OPTIQUE DISTRIBUTORS, INC. /S/ RONALD L. DARATA -------------------------------- BY: RONALD L. DARATA President, Chief Executive Officer -------------------------------- Date /S/ KENNETH GORDON -------------------------------- BY: KENNETH GORDON Principal Financial and Accouting Officer -------------------------------- Date 12 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 27.1 Financial Data Schedule EX-27 2
5 This schedule contains summary financial information extracted from the financial statements of Ocean Optique Distributors, Inc. For the nine months ended March 31, 1998 and is qualified in its entirety by reference to such financial statements. 3-MOS JUN-30-1998 MAR-31-1998 37 0 1,675 133 4,388 7,414 681 255 7,865 4,511 0 0 3,844 0 (948) 7,865 2,787 2,787 2,159 2,159 3,462 0 205 (3,039) 0 (3,039) 0 0 0 (3,042) 0 0
-----END PRIVACY-ENHANCED MESSAGE-----