1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-19720 ABAXIS, INC. (Exact name of registrant as specified in its charter) California 77-0213001 (State or other jurisdiction of (I.R.S. Employer incorporation or organization ) Identification No.) 1320 Chesapeake Terrace Sunnyvale, California 94089 (Address of principal executive offices) Telephone: (408) 734-0200 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes X No ----- ------- and (2) has been subject to such filing requirements for the 90 days. Yes X No ----- ------ At August 11, 1997, 11,886,153 shares of common stock, no par value, were outstanding. This report on Form 10-Q, including all exhibits, contains 74 pages. 2 TABLE OF CONTENTS ITEM PAGE ---- ---- Facing Sheet.................................................................................. 1 Table of Contents............................................................................. 2 Part I. Financial Information Item 1. Financial Statements: Condensed Statements of Operations - Three Months Ended June 30, 1997 and 1996................................ 3 Condensed Balance Sheets - June 30, 1997 and March 31,1997.................. 4 Condensed Statements of Cash Flows - Three Months Ended June 30, 1997 and 1996............................... 5 Notes to Condensed Financial Statements..................................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................................... 7 Part II. Other Information Item 2. Changes in Securities....................................................... 11 Item 6. Exhibits and Reports on Form 8-K............................................ 11 Signatures.................................................................. 12 2 3 PART 1-FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ABAXIS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30, 1997 1996 ----------------------------------- Revenues: Product sales $ 2,680,000 $ 1,104,000 Development and licensing revenue 73,000 107,000 ------------- ------------ Total revenues 2,753,000 1,211,000 ------------- ------------ Costs and operating expenses: Cost of product sales 2,595,000 1,822,000 Research and development 375,000 391,000 Selling, general, and administrative 1,216,000 1,261,000 ------------- ------------ Total costs and operating expenses 4,186,000 3,474,000 ------------- ------------ Loss from operations (1,433,000) (2,263,000) Interest income, net 58,000 92,000 Other income (expense) (1,000) -- ------------- ------------ Net loss $ (1,376,000) $ (2,171,000) ============= ============ Net loss per share $ (0.12) $ (0.22) ------------- ------------ ============= ============ Weighted average common shares 11,886,153 9,868,516 ============= ============ See notes to condensed financial statements. 3 4 ABAXIS, INC. CONDENSED BALANCE SHEETS JUNE 30, 1997 MARCH 31, 1997 ------------------------------------ (unaudited) (Note) ASSETS Current assets: Cash and cash equivalents $ 1,161,000 $ 1,436,000 Short-term investments 4,583,000 3,885,000 Trade and other receivables 1,659,000 1,690,000 Interest receivable 44,000 80,000 Inventories 1,595,000 2,218,000 Prepaid expenses 142,000 135,000 ------------- -------------- Total current assets 9,184,000 9,444,000 Property and equipment - net 2,415,000 2,453,000 Deposits and other assets 89,000 80,000 ------------- -------------- Total assets $ 11,688,000 $ 11,977,000 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 948,000 $ 695,000 Accrued payroll and related expenses 635,000 604,000 Other accrued liabilities 766,000 578,000 Warranty reserve 552,000 495,000 Deferred revenue 255,000 247,000 Note payable 200,000 -- ------------- -------------- Total current liabilities 3,356,000 2,619,000 ------------- -------------- Long term liabilities-- Note payable 350,000 -- Shareholders' equity: Common stock, no par value: 35,000,000 authorized; 11,886,153 issued and outstanding on June 30, 1997 and March 31, 1997 58,403,000 58,403,000 Accumulated deficit (50,421,000) (49,045,000) ------------- -------------- Total shareholders' equity 7,982,000 9,358,000 ------------- -------------- Total liabilities and shareholders' equity $ 11,688,000 $ 11,977,000 ============= ============= See notes to condensed financial statements. 4 5 ABAXIS, INC CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED JUNE 30, 1997 1996 ----------------------------------- OPERATING ACTIVITIES: Net loss $ (1,376,000) $ (2,171,000) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 206,000 240,000 Changes in assets and liabilities: Trade and other receivables 31,000 (333,000) Interest receivable 36,000 (17,000) Inventories 623,000 (105,000) Prepaid expenses (7,000) 24,000 Deposits and other assets (9,000) (5,000) Accounts payable 253,000 64,000 Accrued payroll and related expenses 31,000 (64,000) Other accrued liabilities 245,000 66,000 Deferred revenue 8,000 (76,000) Customer deposits -- (5,000) ------------- -------------- Net cash provided by (used in) operating activities 41,000 (2,382,000) ------------- -------------- INVESTING ACTIVITIES: Purchase of available-for-sale securities (3,698,000) (1,486,000) Maturities of available-for-sale securities 3,000,000 4,610,000 Purchase of property and equipment (168,000) (302,000) ------------- -------------- Net cash provided by (used in) investing activities (866,000) 2,822,000 ------------- -------------- FINANCING ACTIVITIES: Proceeds from issuance of common stock -- 68,000 Net proceeds from equipment financing 550,000 -- ------------- -------------- Net cash provided by financing activities 550,000 68,000 ------------- -------------- Increase (decrease) in cash and cash equivalents (275,000) 508,000 Cash and cash equivalents at beginning of period 1,436,000 1,591,000 ------------- -------------- Cash and cash equivalents at end of period $ 1,161,000 $ 2,099,000 ============= ============== Supplemental disclosures of cash flow information: Interest paid $ 9,000 $ -- See notes to condensed financial statements. 5 6 ABAXIS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate such that the information presented is not misleading. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report to Stockholders for the fiscal year ended March 31, 1997. The unaudited condensed financial statements included herein reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the periods presented. The results for such periods are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 1998. 2. INVENTORY Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following: JUNE 30, 1997 MARCH 31, 1997 Raw materials $ 695,000 $1,235,000 Work-in-process 457,000 723,000 Finished goods 443,000 260,000 -------------- -------------- $1,595,000 $2,218,000 ============== =============== 3. PER SHARE INFORMATION Per share information for the three-months ended June 30, 1997 and 1996 is based solely on weighted average shares of common stock outstanding during the period. Common share equivalents have not been considered in the computation since their inclusion would have an antidilutive effect. 6 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW This Management's Discussion and Analysis of Financial Condition and Results of Operations include a number of forward-looking statements which reflect the Company's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, including but not limited to, those discussed below that could cause actual results to differ materially from historical results or those anticipated. Such risks and uncertainties include market acceptance of the Company's products and continuing development of its products, including required Federal Drug Administration ("FDA") clearance and other government approvals, risks associated with manufacturing and distributing products on a commercial scale, including complying with Federal and State food and drug regulations and general market conditions and competition. In this report, the words "anticipates", "believes", expects", "future", "intends", and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Abaxis develops, manufactures and markets portable blood analysis systems for use in any patient-care setting to provide clinicians with rapid blood constituent measurements. The Company's products consist of a compact 6.9 kilogram analyzer and a series of single-use plastic disks called reagent discs that contain all the chemicals required to perform a panel of up to 12 tests. The system can be operated with minimal training and performs multiple routine tests on whole blood using either venous or fingerstick samples. The system provides test results in less than 15 minutes with the precision and accuracy equivalent to a clinical laboratory. The Company currently markets this system for veterinary use under the name VetScan(R) and in the human market under the name Piccolo(R). During the quarter ended June 30, 1997, the Company achieved record results in terms of revenues and unit sales. A total of 249 Point-of-Care Blood Analyzers were placed worldwide, of which 203 were VetScan systems and 46 were Piccolo systems. The Company's product sales in the US accounted for 73% of its total revenues, international sales accounted for 26% and Orbos contract revenue accounted for the remaining 1%. Seventy-five percent (75%) of the sales in the US were to the veterinary market and 25% were to the human medical market. Sales to the US Navy and Marines pursuant to a contract completed in March 1997 totaled 45 Piccolo systems which accounted for essentially all of the US human medical market sales. The US Navy has ordered an additional 88 Piccolo systems which are scheduled for delivery during the second quarter of fiscal 1998. Sales to VetSmart, a national veterinary chain, pursuant to an agreement signed in March 1997 represented 30% of the sales in the US veterinary market while the balance represented new analyzer placements to individual clinics as well as continuing reagent sales to existing customers. Internationally, sales to Japan constituted 68% of the total international shipments during the quarter ended June 30, 1997. Of the total Japanese revenue, 82% was for veterinary applications, including 58 VetScan systems, ordered in preparation for the VetScan product launch in Japan during the second quarter of fiscal 1998. In July 1997, upon receipt of the approval from the Japanese Ministry of Agriculture, Forestry and Fishery ("Nosuisho") to permit sales of VetScan systems to approximately 6,000 veterinary practices in Japan, the Company received orders for 100 additional VetScan systems from its Japanese distributors. There can be no assurance that the Company will receive additional orders beyond the terms of current purchase orders. Since the Company began shipments of the Point-of-Care Blood Analyzer through June 30, 1997, the Company has placed a total of 1,365 Point-of-Care Blood Analyzers worldwide of which 1,067 were VetScan systems and 298 were Piccolo systems. In the United States the Company has placed 827 VetScan systems and 91 Piccolo systems. Internationally, the Company has placed 240 VetScan systems and 207 Piccolo systems. Reagent disc shipments for the quarter ended June 30, 1997 were 101,000 discs, a Company quarterly shipping record. Eighty-seven percent (87%) of the reagent disc shipments were for veterinary applications. The increase in reagent disc shipments is consistent with the Company's belief that there will be recurring reagent disc revenue as the Company's 7 8 product lines mature. This growth is mostly attributable to the expanded installed base of VetScan systems and higher consumption rates of institutional users. There can be no assurance this growth will continue. The Company continues to develop new products that will provide further opportunities for market penetration. The Company currently is in a feasibility phase to develop four electrolyte test methods: bicarbonate, chloride, potassium and sodium. The feasibility phase to develop these four tests methods is expected to be completed by the end of the second quarter of fiscal 1998. If the results are favorable, the Company will proceed with developing these tests into marketable products for both the human and the veterinary markets. For the human market, the Company plans on incorporating these tests into new panels consistent with the codes in the 1998 version of the Current Procedures Terminology manual published by the American Medical Association. The fixed-test panels are: electrolytes, comprehensive metabolic, hepatic function, and basic metabolic. The Company has all the tests for the hepatic function panel, and will have all required tests for the additional three panels with the successful development of the four electrolyte tests. In June 1997, the Company introduced to the market a new reagent disc product specially designed for the veterinary market, the Equine Profile. The test methods contained in the Equine Profile are useful for providing indications of the health condition of horses, particularly in the areas of hepatic dysfunction and muscle damage. This new product enables the Company to offer the VetScan system to approximately 11,000 equine practitioners in the United States where portability and ease-of-use are important features for these practices. The Company completed development of a new test method, creatine kinase (CK) during fiscal 1997 which allowed for completion of the Equine Profile product. This method will be entered into clinical trials during fiscal 1998 for inclusion in new reagent disc products for the human medical market. While the Company believes that its technology will allow it to develop reagent disc products in the future to provide a variety of additional blood tests, there can be no assurance that such future products will be developed, that such products will receive required regulatory clearance, or that the Company will be able to manufacture or market such products successfully. In addition to investing its own resources in expanding the test menu, the Company signed a letter of intent with Teramecs Co., Ltd. and Daiichi Pure Chemicals Co., Ltd. in April 1997 to jointly develop additional test methods for use on the Piccolo analyzer. The product development collaboration will focus on commercializing targeted methods for lipids, proteins, and enzymes. The Company expects to sign a definitive agreement during the second quarter of fiscal 1998. There can be no assurance that the Company will be able to develop these new test methods, or if the test methods were developed, be able to successfully market these methods. In order to fund the development and operating activities planned for fiscal 1998, the Company completed a private placement of convertible preferred stock in July 1997 with net proceeds to the Company of approximately $2,750,000. In May 1997, the Company also completed an equipment lease line of credit for $2 million to fund a new automated reagent disc assembly line as well as other equipment needs. See "Liquidity" for further discussion. Sales for any future periods are not predictable with a significant degree of certainty. The Company generally operates with limited order backlog because its products typically are shipped shortly after orders are received. As a result, product sales in any quarter are generally dependent on orders booked and shipped in that quarter. The Company's expense levels, which are to a large extent fixed, are based in part on its expectations as to future revenues. Accordingly the Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. As a result, any such shortfall would have an immediate materially adverse impact on the Company's operating results and financial condition. Until sales volume of the Company's products, particularly its reagent discs, increase significantly so as to offset associated fixed costs and to realize certain manufacturing economies of scale, sales of the Company's products will result in further losses and adversely affect the Company's results of operations and financial condition. The Company believes that period to period comparisons of its results of operations are not necessarily meaningful. The Company's periodic operating results have in the past varied and in the future may vary significantly depending on, but not limited to a number of factors, including the level of competition; the size and timing of sales orders; market acceptance of the current and new products; new product announcements by the Company or its competitors; changes in pricing by the 8 9 Company or its competitors; the ability of the Company to develop, introduce and market new products on a timely basis; component costs and supply constraints; manufacturing capacities and ability to scale up production; the mix of product sales between the analyzers and the reagent discs; mix in sales channels; levels of expenditure on research and development; changes in Company strategy; personnel changes; regulatory changes; and general economic trends. The Company continues to explore the application of its proprietary technology used to produce the dry reagents used in the reagent discs, called the Orbos(R) Discrete Lypholization Process, to other companies' products. This process allows the production of an accurate, precise amount of active chemical ingredients in the form of a soluble bead. The Company believes that the Orbos process has broad applications in products where delivery of active ingredients in a stable, pre-metered format is desired. The Company has contracts with Becton Dickinson Immunocytometry Systems and Pharmacia Biotech, Inc. to either supply products or license Orbos technology. The Company is currently working with another company to determine potential suitability of the Orbos technology to this company's product. As resources permit, the Company will pursue other development, licensing or manufacturing agreement opportunities for its Orbos technology with other companies. There can be no assurances, however, that other applications will be identified or that additional agreements with the Company will result. RESULTS OF OPERATIONS REVENUE During the three-month period ended June 30, 1997, the Company reported total revenues of approximately $2,753,000 ($2,680,000 in product revenue and $73,000 in Orbos contract revenue), a $1,542,000 or 127% increase as compared to net revenue of approximately $1,211,000 ($1,104,000 in product revenue and $107,000 in Orbos contract revenue) for the same period in fiscal 1997. The increase in revenue for the quarter ended June 30, 1997 compared to the quarter ended June 30, 1996 was due to increased unit sales of VetScan systems in the US, direct sales of Piccolo systems to the US military which yields higher net revenues compared to distributor sales of VetScan systems, and new and repeat reagent disc sales in the domestic and international markets. Revenues from Orbos contracts are primarily dependent upon sales of products using the Orbos technology by other parties, which is out of the control of the Company and, therefore, may vary significantly from quarter to quarter. COST OF PRODUCT SALES Cost of product sales during the quarter ended June 30, 1997, was approximately $2,595,000, or 94% of total revenues, as compared to approximately $1,822,000, or 150% of total revenues for the quarter ended June 30, 1996. The increase in cost of product sales was primarily a function of the increase in sales volume, partially offset by higher efficiency resulting from better standardized manufacturing processes. RESEARCH AND DEVELOPMENT Research and development expenses during the first quarter of fiscal 1998 were approximately $375,000, or 14% of total revenues. First quarter fiscal 1998 expenses decreased $16,000 or 4% from research and development expenses of approximately $391,000 or 32% of total revenues for the same period in fiscal 1997. The decrease is mainly the result of the reallocation of a portion of the development resources to support product manufacturing activities. The Company expects research and development expenses to increase as the Company undertakes development of new test methods to expand its test menus as well as other development projects. SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative expenses totaled approximately $1,216,000 or 44% of total revenues for the three-month period ended June 30, 1997. This is a $45,000 or 4% decrease from selling, general and administrative expenses of approximately $1,261,000 or 104% of total revenues for the three-month period ending June 30, 1996. This quarter to 9 10 quarter decrease is the result of the Company's cost containment efforts. The Company expects selling, general and administrative expenses to remain at comparable levels for the remainder of fiscal 1998. NET INTEREST INCOME Net interest income totaled approximately $58,000 or 2% of total revenues for the quarter ended June 30, 1997, compared to $92,000 or 8% of total revenues in the comparable quarter of fiscal 1997. The decrease in interest was primarily the result of decreased investment levels. The Company incurred interest expense related to payments on an equipment loan of approximately $9,000 during the period ended June 30, 1997. The Company incurred no interest expense during the period ended June 30, 1996. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1997, the Company had approximately $1,161,000 in cash and cash equivalents and $4,583,000 in short-term investments, for total cash and investment resources of $5,744,000. The Company expects to incur substantial additional costs to support its future operations, including further commercialization of its products and development of new test methods that will allow the Company to further penetrate the human diagnostic market; acquisition of capital equipment for the Company's manufacturing facilities, which includes the ongoing development and implementation of an automated manufacturing line to provide capacity for commercial volumes; costs related to continuing development of its current and future products; and additional pre-clinical testing and clinical trials for its current and future products. The Company is currently contracting with a vendor to build an automated disc assembly line to provide anticipated capacity for future demand and to improve production efficiency. The Company estimates the cost of this new assembly line will be approximately $1,500,000 of which approximately $973,000 was paid through June 30, 1997. The Company expects to pay the balance upon acceptance of the equipment. In April 1997, in anticipation of taking delivery of the automated assembly line, the Company arranged for an equipment financing loan of up to $2,000,000, with 36 monthly payments, and a final balloon payment equal to 10% of the original principal amount. The equipment financing loan is collateralized by the Company's equipment and bears interest at approximately 16%. As of June 30, 1997, the Company has drawn $600,000 against this equipment financing loan. Additional manufacturing equipment will also need to be added during fiscal 1998 to provide sufficient production capabilities. Additionally, inventories and receivables related to the commercialization of the VetScan and Piccolo systems could increase significantly in future periods, which would require significant capital resources. Net cash provided by operating activities during the three months ended June 30, 1997 was approximately $41,000 compared to net cash used of approximately $2,382,000 for the same period ended June 30, 1996. The decrease in net cash used in operating activities was due to decreases in receivables and inventories and increases in accounts payable, accrued payroll and other accrued liabilities offset by net loss. Net inventories at the end of fiscal 1997 were somewhat higher than normal in anticipation of shipping requirements for the Navy and VetSmart orders scheduled for shipment in April 1997. The Company was able to decrease net inventory by $623,000 during the quarter. Changes in accrued liabilities were mainly due to an accrual of executive officer severance payments. Net cash used in investing activities during the three months ended June 30,1997 was approximately $866,000, compared to approximately $2,822,000 provided by investing activities during the three months ended June 30, 1996. The change from net cash provided by investing activities in the three months ended June 30, 1996 to net cash used in investing activities in the three months ended June 30, 1997 was primarily the result of a decrease in maturities and sales of short-term investments, offset by an increase in purchases of short-term investments. Net cash provided by financing activities for the three month period ended June 30, 1997 was approximately $550,000 compared to approximately $68,000 for the same period in fiscal 1997. The increase in net cash provided by financing activities in fiscal 1998 is due to the net proceeds received from an equipment financing loan. The cash provided by financing activities in fiscal 1997 was from employee stock option exercises. 10 11 On July 18, 1997, the Company issued 3,000 shares of Series B Convertible Preferred Stock at a price per share of $1,000 to two institutional investors, with net proceeds to the Company of approximately $2,750,000. The convertible preferred stock may be converted into common stock at the lesser of either the five-day average market price at closing or at a fixed discount to the then market price. The Company will be registering the underlying common stock for resale by these investors. The Company anticipates that its existing capital resources, equipment financing loan and anticipated revenue from the sales of its products will be adequate to satisfy its currently planned operating and financial requirements through fiscal 1998. The Company's future capital requirements will largely depend upon the increased market acceptance of its Point-of-Care Blood Analyzer products. To the extent that existing resources and anticipated revenue from the sale of the Piccolo and VetScan systems are insufficient to fund the Company's activities, additional funds will be required to be raised from the issuance of public or private securities. In the event that the Company is unsuccessful in raising additional funding, the Company will have to significantly reduce its operating expenses, which could have a material adverse impact on the Company's ability to develop, manufacture and market products, and hence the Company's results of operations. There can be no assurance that any financing will be available, or if available, be available at terms acceptable to the Company. PART II-OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES On July 18, 1997, pursuant to a Securities Purchase Agreement among the Company, RGC International Investors LDC and Advantage Fund Ltd., each of which is an accredited investor as defined in Regulation D to the best knowledge of the Company, the Company issued 3,000 shares of Series B Convertible Preferred Stock at a price per share of $1,000, with net proceeds to the Company of approximately $2,750,000. The shares were sold in this transaction under Rule 506 and/or Section 4 (2) of the Securities and Exchange Act of 1933, as amended, have not been registered with the Securities and Exchange Commission and carry a restrictive legend. The Series B Preferred Stock is convertible to common stock on or before July 18, 2002 at the lesser of the average closing bid price of the common stock for the five trading days prior to July 18, 1997, $2.7125, or 80% of the average closing bid prices for the five trading days prior to the conversion date. The Company and the investors have entered into a Registration Rights Agreement of the same date providing for the registration of the Common Stock on or prior to November 1, 1997. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits included herein (numbered in accordance with Item 601 of Regulation S-K) Exhibit Number Description --------------------- ------------------------------------------------ 3.3 Certificate of Determination 10.23 Registration Rights Agreement dated July 18, 1997 between the Company and certain shareholders 10.24 Securities Purchase Agreement dated July 18, 1997 between the Company and certain shareholders 27.0 Financial Data Schedule (b) Reports on Form 8-K None 11 12 SIGNATURE 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 thereunto duly authorized. ABAXIS, INC. August 14, 1997 by: /s/Clinton H. Severson - ------------------------ ------------------------------------ Date Clinton H. Severson President and Chief Executive Officer (Principal Executive Officer) August 14, 1997 by: /s/ Ting W. Lu - ------------------------ ------------------------------------ Date Ting W. Lu Vice President of Finance & Administration and Chief Financial Officer (Principal Financial and Accounting Officer) 12 13 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBITS - ------- -------- 3.3 Certificate of Determination 10.23 Registration Rights Agreement dated July 18, 1997 between the Company and certain shareholders 10.24 Securities Purchase Agreement dated July 18, 1997 between the Company and certain shareholders 27.0 Financial Data Schedule