SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 November 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
COMMISSION FILE NUMBER 0-14996
CRYENCO SCIENCES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 52-1471630
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
3811 JOLIET STREET, DENVER, COLORADO 80239
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 371-6332
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable date: Class
A common stock, par value $.01 per share; 6,916,197 shares outstanding as of
January 12, 1996.
CRYENCO SCIENCES, INC. AND SUBSIDIARY
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . 3
Item 1. Introductory Comments . . . . . . . . . 3
Consolidated Balance Sheets
August 31, 1995 and November 30, 1995 . . . 4
Consolidated Statements of Operations
Three Month Periods Ended November 30,
1994 and November 30, 1995 . . . . . . . . . 6
Consolidated Statements of Cash Flows
Three Month Periods Ended November 30,
1994 and November 30, 1995 . . . . . . . . . 7
Notes to Consolidated Financial Statements . 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations . . . . . . . . . . . . . 11
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . 13
Item 1. Legal Proceedings . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K. . . . 14
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2
CRYENCO SCIENCES, INC. AND SUBSIDIARY
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Introductory Comments:
The Consolidated Financial Statements included herein have been
prepared by Cryenco Sciences, Inc. (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
omitted pursuant to such rules and regulations. It is suggested that these
Consolidated Financial Statements be read in conjunction with the financial
information set forth in the Company's Annual Report for the fiscal year ended
August 31, 1995.
3
CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
AUGUST 31, NOVEMBER 30,
1995 1995
---------- ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 632 $ 972
Accounts receivable 2,821 2,601
Costs and estimated earnings in excess
of billings on uncompleted contracts 6,707 5,846
Inventories (NOTE 2) 4,208 4,898
Prepaid expenses 116 63
------- -------
Total current assets 14,484 14,380
Property and equipment:
Leasehold improvements 684 684
Machinery and equipment 3,979 4,119
Office furniture and equipment 402 440
------- -------
5,065 5,243
Less accumulated depreciation 2,249 2,438
------- -------
2,816 2,805
Deferred financing costs 256 222
Organizational costs 103 78
Goodwill 5,375 5,338
Other assets 343 381
------- -------
Total assets $23,377 $23,204
------- -------
------- -------
4
CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
AUGUST 31, NOVEMBER 30,
1995 1995
---------- ------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,469 $ 3,722
Accrued expenses 877 707
Accrued management fees 324 358
Customer deposits 3 107
Current portion of long-term debt
(NOTE 3) 1,593 2,271
Income tax payable 246 215
------- -------
Total current liabilities 6,512 7,380
Long-term debt, less current portion
(NOTE 3) 5,629 4,551
------- -------
Stockholders' equity:
Preferred stock, $0.01 par value,
authorized shares - 2,000,000,
preferences, limitations and relative
rights to be established by the Board
of Directors:
Series A, nonvoting, 150,000
authorized shares, 67,838 issued
and outstanding shares (aggregate
liquidation preference of
$678,380) 1 1
Common stock, $0.01 par value:
Class A, voting, 21,500,000
authorized shares, 6,842,828
and 6,916,197 shares issued
and outstanding 68 69
Class B, nonvoting, 1,500,000
authorized shares, none issued or
outstanding -- --
Additional paid-in capital 14,022 14,021
Warrants 169 169
-------
Retained earnings (deficit) (3,024) (2,987)
-------
Total stockholders' equity 11,236 11,273
------- -------
Total liabilities and stockholders' equity $23,377 $23,204
------- -------
------- -------
5
CRYENCO SCIENCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
THREE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, 1994 NOVEMBER 30, 1995
------------------ ------------------
Contract revenue $ 5,592 $ 7,313
Cost of revenue 4,488 5,945
---------- ----------
Gross profit 1,104 1,368
Selling, general and administrative
expenses 700 700
Research and development expenses 10 202
Amortization expense 86 86
---------- ----------
Operating income 308 380
Other (income) expense:
Interest income (4) (1)
Interest expense 237 236
Other expense, net 4 51
---------- ----------
Income before income taxes 71 94
Income tax expense 25 34
---------- ----------
Net income $ 46 $ 60
---------- ----------
Earnings per common and common
equivalent share (NOTE 4) $ 0.01 $ 0.01
------------- -------------
Weighted average number of shares
and common equivalent shares
outstanding 5,404,162 7,467,511
---------- ----------
---------- ----------
6
CRYENCO SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
THREE MONTHS THREE MONTHS
ENDED ENDED
NOVEMBER 30, NOVEMBER 30,
1994 1995
------------ ------------
OPERATING ACTIVITIES
Net income $ 46 $ 60
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation 163 188
Amortization 116 121
Changes in operating assets and
liabilities:
Accounts receivable (886) 220
Costs and estimated earnings in
excess of billings on uncompleted
contracts 565 861
Inventories (915) (690)
Income taxes 25 (31)
Prepaid expenses and other assets 11 9
Accounts payable 1,110 253
Accrued expenses (33) (136)
Customer deposits (259) 104
------ ------
Net cash provided (used) by operating
activities (57) 959
------ ------
INVESTING ACTIVITIES
Purchases of property and equipment (288) (177)
Patents -- (20)
------ ------
Net cash (used) by investing activities (288) (197)
------ ------
FINANCING ACTIVITIES
Payments of long-term debt (340) (400)
Dividends paid on preferred stock (21) (22)
------ ------
Net cash (used) by financing activities (361) (422)
Net increase (decrease) in cash and cash
equivalents (706) 340
Cash and cash equivalents at beginning of
period 779 632
------ ------
Cash and cash equivalents at end
of period $ 73 $ 972
------ ------
------ ------
Supplementary disclosure of cash flow
information:
Cash paid for interest $ 206 $ 202
Cash paid for taxes -- 100
Supplementary disclosures of noncash
financing activity:
Issuance of common stock in
exchange for warrants
exercised $ 1 $ 1
7
CRYENCO SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1995
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended November 30, 1995
are not necessarily indicative of the results that may be expected for the year
ending August 31, 1996. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended August 31, 1995.
2. INVENTORIES
Inventories (in thousands) consisted of the following:
AUGUST 31, NOVEMBER 30,
1995 1995
---------- ------------
Raw materials $3,514 $3,726
Finished goods and work-in-process 794 1,272
------ ------
4,308 4,998
Less reserve for obsolescence (100) (100)
------ ------
$4,208 $4,898
------ ------
------ ------
8
3. LONG-TERM DEBT
Long-term debt (in thousands) at November 30, 1995 is comprised
of the following:
Note payable bearing interest at 14%, subordinated unsecured.
Interest is payable quarterly and principal payments of $275,000 are
due beginning November 30, 1996. $2,200
Term loan bearing interest at the adjusted LIBO rate (as defined in
the loan agreement) plus 3.5% (9.375% at November 30 1995) payable
quarterly at varying amounts through maturity at February 28, 1997. 2,125
Revolving credit facility maturing February 28, 1997. Interest is
payable quarterly at the adjusted LIBO rate (as defined in the loan
agreement) plus 3.5% (9.375% at November 30, 1995). 2,200
Other 297
------
6,822
Less current portion 2,271
------
$4,551
------
------
In December 1995, the Company entered into a Credit and Security
Agreement with FBS Business Finance Corporation ("FBS"). Under the agreement,
FBS will provide a revolving loan facility of up to $10,000,000 and a term loan
facility of up to $2,960,000, subject to the amount of the Company's borrowing
base and manufacturing equipment additions in the fiscal year ending August 31,
1996, respectively. Initial funding under the agreement is dependent upon the
satisfaction of certain conditions, including certain third party consents. The
revolving loan will initially bear interest at the First Bank National
Association reference rate (the "Reference Rate") plus 1/2%, while the term loan
will initially bear interest at the Reference Rate plus 3/4%. Both loans have
provisions for incentive pricing whereby the rates may adjust upward or downward
depending upon the future performance of the Company.
On January 16, 1996 the Company obtained the initial funding under
the revolving loan in the amount of $5,825,000. The proceeds of this loan were
used to retire the outstanding Chemical Bank revolving credit facility
($2,200,000), to retire the outstanding Chemical Bank term loan ($2,125,000), to
make a partial payment on the outstanding CIT note payable ($500,000), and for
general corporate purposes ($1,000,000).
9
4. EARNINGS PER SHARE
Net earnings per share is computed using the weighted average
number of shares of common stock outstanding for the period. When dilutive,
stock options and warrants are included as share equivalents using the treasury
stock method. In calculating net earnings per share, preferred dividends of
$22,293 reduced the net earnings available to common stockholders for the three
months ended November 30, 1995. Fully diluted net earnings per common share is
not significantly different from primary net earnings per common share.
10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - THREE MONTHS ENDED
NOVEMBER 30, 1994 AND NOVEMBER 30, 1995
Contract revenue increased 30.8% to $7.3 million for the three
months ended November 30, 1995 from $5.6 million for the three months ended
November 30, 1994. The improvement is the result of increases in revenue from
industrial gas trailers which increased $2.1 million over the corresponding
period in the prior year and from LNG products which increased $527,000 over the
same period in the prior year, offset partially by decreases in TVAC-Registered
Trademark- intermodal containers and MRI cryostats and components which
decreased $544,000 and $288,000, respectively, over the same period in the prior
year.
Gross profit for the three months ended November 30, 1995 increased
23.9% to $1.4 million, or 18.7% of contract revenue, from $1.1 million, or 19.7%
of contract revenue, for the three months ended November 30, 1994. The gross
profit improvement was primarily the result of decreases in under absorbed
manufacturing overhead expenses and warranty costs compared to the same period
of the prior year. Offsetting these decreased costs were some decreases in
product gross profit margins for industrial gas trailers and MRI cryostats and
components.
Selling, general and administrative expenses were unchanged at
$700,000 for the three months ended November 30, 1995 and for the three months
ended November 30, 1994, and decreased as a percentage of contract revenue to
9.6% from 12.5% during the same period. Research and development costs
increased to $202,000 for the three months ended November 30, 1995 from $10,000
for the three months ended November 30, 1994. This increase is primarily the
result of the Company's funding of the continuing expenses of the TADOPTR
development, which was previously funded by others. Amortization expense was
essentially unchanged from the prior three month period.
Interest expense for the three months ended November 30, 1995 was
virtually unchanged from the three months ended November 30, 1994. This is due
to the reduced levels of borrowing being offset by increased capital equipment
financing costs. Other non-operating items resulted in expense of $51,000 for
the three months ended November 30, 1995, compared to expense of $4,000 in the
comparable period of 1994. The increase in expense is primarily due to cash
discounts given to customers for accelerated payments.
Income tax expense increased to $34,000 for the three months ended
November 30, 1995 from $25,000 for the three months ended November 30, 1994.
The expense in both years is the result of taxable income for the periods and
estimated annual tax rates.
11
The resulting net income increased to $60,000 for the three months
ended November 30, 1995 from $46,000 for the corresponding prior year period.
This is the result of the cumulative effect of the above factors.
LIQUIDITY AND CAPITAL RESOURCES
At November 30, 1995, the Company's working capital was $7.0
million, which represented a current ratio of 1.9 to 1. Also, the Company's
outstanding indebtedness under the Credit Agreement with Chemical Bank was $4.3
million, of which $2.1 million represented term indebtedness and $2.2 million
represented revolving indebtedness. At November 30, 1995, the Company's
outstanding indebtedness to The CIT Group/Equity Investments, Inc. ("CIT") was
$2.2 million which represented subordinated indebtedness.
Cash flow from operations for the three months ended November 30,
1995 resulted in cash provided of $959,000 compared to a usage of cash of
$57,000 in the same period of the prior year. In the current year, cash has
been provided by reductions in costs and estimated earnings in excess of
billings on uncompleted contracts and accounts receivable, and by increases in
accounts payable and customer deposits. Partially offsetting these sources of
cash were the increase in inventories and the decrease in accrued expenses. In
the three months ended November 30, 1994, an increase in contract revenue
resulted in a corresponding increase in accounts receivable and inventories,
which was partially offset by an increased level of accounts payable.
The Company believes that its existing capital resources, together
with cash flow from future operations will be sufficient to meet its short term
working capital needs. Additional financing may be required for future
expansion of operations, as necessary.
In December 1995, the Company entered into a Credit and Security
Agreement with FBS Business Finance Corporation ("FBS"). Under the agreement,
FBS will provide a revolving loan facility of up to $10,000,000 and a term loan
facility of up to $2,960,000, subject to the amount of the Company's borrowing
base and manufacturing equipment additions in the fiscal year ending August 31,
1996, respectively. Initial funding under the agreement is dependent upon the
satisfaction of certain conditions, including certain third party consents. The
revolving loan will initially bear interest at the First Bank National
Association reference rate (the "Reference Rate") plus 1/2%, while the term loan
will initially bear interest at the Reference Rate plus 3/4%. Both loans have
provisions for incentive pricing whereby the rates may adjust upward or downward
depending upon the future performance of the Company.
On January 16, 1996 the Company obtained the initial funding under
the revolving loan in the amount of $5,825,000. The proceeds of this loan were
used to retire the outstanding Chemical Bank revolving credit facility
($2,200,000), to retire the outstanding Chemical Bank term loan ($2,125,000), to
make a partial payment on the outstanding CIT note payable ($500,000), and for
general corporate purposes ($1,000,000).
12
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In November 1995, the Company was one of over 1,100 companies to
receive from the United States Environmental Protection Agency (the "EPA") a
Notice of Potential Liability and Request for Information for the waste disposal
site of Chemical Handling Corporation located in Jefferson County, Colorado.
According to the notice, Chemical Handling Corporation operated the site from
early 1988 until March 1992, as a solvent recycle and a fuel blender. During
this period the Company from time to time contracted with Chemical Handling
Corporation for the disposal of a portion of the waste products produced from
its manufacturing operations.
In March 1992, the EPA gained access to the site, and has undertaken
a number of activities to dispose of waste products found there. Following
these efforts, the EPA performed a Preliminary Assessment/Site Investigation and
determined that no further action need be taken at the site, and it will not be
proposed for listing on the National Priorities List of Superfund Sites.
Through November 1995, the EPA had incurred in excess of $2.2 million in
response costs in association with the cleanup of the site. No estimate is
available of the additional costs which may be incurred.
The Company has provided information to the EPA concerning the
nature and quantity of materials sent to Chemical Handling Corporation for
treatment, storage or disposal. Once all of the responses have been received by
the EPA, they will complete their waste-in database and determine a volumetric
ranking of waste sent to the site by all generators. This will enable the EPA
to identify the smaller or "de minimis" generators to whom the EPA intends to
make an offer for settlement in exchange for contribution protection. This
effort is expected to take several months.
The Company believes it may be among the companies identified as
"de minimis" generators; however, at this time it is impossible to estimate
either the total costs of the cleanup effort or the portion of that cost
that may be assigned to the Company. The Company may have recourse against
Chemical Handling Corporation for any costs so assigned to the Company.
13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT DESCRIPTION OF EXHIBITS
3.1 Restated Certificate of Incorporation of
the Company, incorporated by reference
to Exhibit 3.1 to the Company's
Registration Statement on Form S-2, File
No. 33-48738, filed on June 19, 1992
(the "S-2 Registration Statement").
3.2 By-laws of the Company, incorporated by
reference to Exhibit 3.2 to the
Company's Registration Statement on Form
S-1, File No. 33-7532, filed on July 25,
1986.
3.3 Certificate of Amendment to the Restated
Certificate of Incorporation of the
Company, incorporated by reference to
Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the fiscal year
ended August 31, 1995 (the "1995 Annual
Report").
3.4 Certificate of Designation, Preferences
and Rights of the Series A Preferred
Stock of the Company, incorporated by
reference to Exhibit 3.4 to the
Company's 1995 Annual Report.
3.5 Corrected Certificate of Amendment of
Restated Certificate of Incorporation of
the Company, incorporated by reference
to Exhibit 3.5 to the Company's 1995
Annual Report.
4.1 See Article Fourth of the Restated
Certificate of Incorporation, as amended
and corrected, of the Company (Exhibit
3.5 hereof), incorporated by reference
to Exhibit 4.1 to the Company's 1995
Annual Report.
4.2 Forms of Common Stock and Class B Common
Stock certificates of the Company,
incorporated by reference to Exhibit 4.3
of the Company's Registration Statement
on Form S-4, File No. 33-43782, filed on
December 19, 1991.
14
4.3 Registration Rights Agreement dated as
of August 30, 1991 among Cryenco
Holdings, Inc. ("CHI"), CIT, Chemical
Bank and the Investors named therein,
incorporated by reference to Exhibit 4.3
to the Company's 1995 Annual Report.
4.4 Warrant Agreement dated as of August 30,
1991 between Chemical Bank, CHI and the
Company, incorporated by reference to
Exhibit 4.4 to the Company's 1995 Annual
Report.
4.5 Letter Agreement dated April 15, 1992
among the Company, CIT and Chemical Bank
relating to the Warrants referred to
herein at Exhibits 4.8 and 4.9,
incorporated by reference to Exhibit 4.9
to the S-2 Registration Statement.
4.6 Letter Agreement dated August 12, 1992
between the Company and Chemical Bank
relating to the Warrants referred to
herein at Exhibit 4.8, incorporated by
reference to Exhibit 4.6 to the
Company's 1995 Annual Report.
4.7 Letter Agreement dated August 12, 1992
between the Company and CIT relating to
the Warrants referred to herein at
Exhibit 4.9, incorporated by reference
to Exhibit 4.7 to the Company's 1995
Annual Report.
4.8 Warrants issued to Chemical Bank each
dated April 27, 1992, incorporated by
reference to Exhibit 4.8 to the
Company's 1995 Annual Report.
4.9 Warrants issued to CIT each dated
April 27, 1992, incorporated by
reference to Exhibit 4.9 to the
Company's 1995 Annual Report.
4.10 Warrant issued to Dain Bosworth
Incorporated dated August 20, 1992,
incorporated by reference to Exhibit
4.12 to the S-2 Registration Statement.
4.11 Warrant Agreement dated as of March 12,
1993 between the Company and Alfred
Schechter, incorporated by reference to
Exhibit 4.11 to the Company's 1995
Annual Report.
4.12 Warrant Agreement dated as of March 12,
1993 between the
15
Company and Don M. Harwell, incorporated
by reference to Exhibit 4.12 to the
Company's 1995 Annual Report.
4.13 Warrant Agreement dated as of March 12,
1993 between the Company and Mezzanine
Capital Corporation Limited ("MCC"),
incorporated by reference to Exhibit
4.13 to the Company's 1995 Annual
Report.
4.14 Warrant issued to Alfred Schechter dated
March 12, 1993, incorporated by
reference to Exhibit 4.14 to the
Company's 1995 Annual Report.
4.15 Warrant issued to Don M. Harwell dated
March 12, 1993, incorporated by
reference to Exhibit 4.15 to the
Company's 1995 Annual Report.
4.16 Warrant issued to MCC dated March 12,
1993, incorporated by reference to
Exhibit 4.16 to the Company's 1995
Annual Report.
4.17 Letter Agreement dated as of June 9,
1993 between the Company and Alfred
Schechter with respect to the Exercise
Price for the Warrant referred to herein
at Exhibit 4.14, incorporated by
reference to Exhibit 4.17 to the
Company's 1995 Annual Report.
4.18 Letter Agreement dated as of June 9,
1993 between the Company and Don M.
Harwell with respect to the Exercise
Price for the Warrant referred to herein
at Exhibit 4.15, incorporated by
reference to Exhibit 4.18 to the
Company's 1995 Annual Report.
4.19 Letter Agreement dated as of June 9,
1993 between the Company and MCC with
respect to the Warrant referred to
herein at Exhibit 4.16, incorporated by
reference to Exhibit 4.19 to the
Company's 1995 Annual Report.
4.20 Warrant issued to Chemical Bank dated
November 24, 1993, incorporated by
reference to Exhibit 4.20 to the
Company's 1995 Annual Report.
4.21 Warrant issued to CIT dated November 24,
1993, incorporated by reference to
Exhibit 4.21 to the Company's 1995
Annual Report.
16
4.22 Warrant Agreement dated as of January
26, 1995 between the Company and Alfred
Schechter, incorporated by reference to
Exhibit 4.22 to the Company's 1995
Annual Report.
4.23 Warrant Agreement dated as of January
26, 1995 between the Company and Don M.
Harwell, incorporated by reference to
Exhibit 4.23 to the Company's 1995
Annual Report.
4.24 Warrant Agreement dated as of January
26, 1995 between the Company and MCC,
incorporated by reference to Exhibit
4.24 to the Company's 1995 Annual
Report.
4.25 Warrant issued to Alfred Schechter dated
January 26, 1995, incorporated by
reference to Exhibit 4.25 to the
Company's 1995 Annual Report.
4.26 Warrant issued to Don M. Harwell dated
January 26, 1995, incorporated by
reference to Exhibit 4.26 to the
Company's 1995 Annual Report.
4.27 Warrant issued to MCC dated January 26,
1995, incorporated by reference to
Exhibit 4.27 to the Company's 1995
Annual Report.
4.28 See the Certificate of Designation,
Preferences and Rights of the Series A
Preferred Stock of the Company (Exhibit
3.4 hereof), incorporated by reference
to Exhibit 4.28 to the Company's 1995
Annual Report.
4.29 Warrant Agreement dated as of June 8,
1994 between the Company and Cryogenic
TADOPTR Company, L.P. and the Form of
Warrant Certificate issued pursuant
thereto, incorporated by reference to
Exhibit 4.29 to the Company's 1995
Annual Report.
4.30 Warrant Agreement dated as of December
20, 1994 between the Company and The
Edgehill Corporation, incorporated by
reference to Exhibit 4.30 to the
Company's 1995 Annual Report.
17
4.31 Warrant issued to The Edgehill
Corporation dated as of December 20,
1994, incorporated by reference to
Exhibit 4.31 to the Company's 1995
Annual Report.
4.32 Registration Rights Agreement dated as
of December 20, 1994 among the Company,
certain parties named therein and
International Capital Partners, Inc.,
incorporated by reference to Exhibit
4.32 to the Company's 1995 Annual
Report.
4.33 Form of Warrant issued to each of
International Capital Partners, Inc. and
the parties named in the Registration
Rights Agreement dated as of December
20, 1994 (Exhibit 4.32 hereof),
incorporated by reference to Exhibit
4.33 to the Company's 1995 Annual
Report.
*10.1 Credit and Security Agreement dated as
of December 19, 1995 and Supplement A
thereto between Cryenco, Inc., the
Company and FBS Business Finance
Corporation.
*27 Financial Date Schedule pursuant to
Article 5 of Regulation S-X filed with
EDGAR filing only.
(b) No reports on Form 8-K have been filed during the
quarter ended November 30, 1995.
________________
* Filed herewith
18
SIGNATURES
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.
CRYENCO SCIENCES, INC.
(Registrant)
By: /s/ Alfred Schechter
-------------------------------
Alfred Schechter, Chairman
of the Board, Chief Executive
Officer and President
/s/ James A. Raabe
-------------------------------
James A. Raabe,
Chief Financial Officer
January 12, 1996
19
EXHIBIT DESCRIPTION OF EXHIBITS PAGE
3.1 Restated Certificate of Incorporation of
the Company, incorporated by reference
to Exhibit 3.1 to the Company's
Registration Statement on Form S-2, File
No. 33-48738, filed on June 19, 1992
(the "S-2 Registration Statement").
3.2 By-laws of the Company, incorporated by
reference to Exhibit 3.2 to the
Company's Registration Statement on Form
S-1, File No. 33-7532, filed on July 25,
1986.
3.3 Certificate of Amendment to the Restated
Certificate of Incorporation of the
Company, incorporated by reference to
Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the fiscal year
ended August 31, 1995 (the "1995 Annual
Report").
3.4 Certificate of Designation, Preferences
and Rights of the Series A Preferred
Stock of the Company, incorporated by
reference to Exhibit 3.4 to the
Company's 1995 Annual Report.
3.5 Corrected Certificate of Amendment of
Restated Certificate of Incorporation of
the Company, incorporated by reference
to Exhibit 3.5 to the Company's 1995
Annual Report.
4.1 See Article Fourth of the Restated
Certificate of Incorporation, as amended
and corrected, of the Company (Exhibit
3.5 hereof), incorporated by reference
to Exhibit 4.1 to the Company's 1995
Annual Report.
4.2 Forms of Common Stock and Class B Common
Stock certificates of the Company,
incorporated by reference to Exhibit 4.3
of the Company's Registration Statement
on Form S-4, File No. 33-43782, filed on
December 19, 1991.
4.3 Registration Rights Agreement dated as
of August 30, 1991 among Cryenco
Holdings, Inc. ("CHI"), CIT, Chemical
Bank and the Investors named therein,
incorporated by reference to Exhibit 4.3
to the Company's 1995 Annual Report.
20
4.4 Warrant Agreement dated as of August 30,
1991 between Chemical Bank, CHI and the
Company, incorporated by reference to
Exhibit 4.4 to the Company's 1995 Annual
Report.
4.5 Letter Agreement dated April 15, 1992
among the Company, CIT and Chemical Bank
relating to the Warrants referred to
herein at Exhibits 4.8 and 4.9,
incorporated by reference to Exhibit 4.9
to the S-2 Registration Statement.
4.6 Letter Agreement dated August 12, 1992
between the Company and Chemical Bank
relating to the Warrants referred to
herein at Exhibit 4.8, incorporated by
reference to Exhibit 4.6 to the
Company's 1995 Annual Report.
4.7 Letter Agreement dated August 12, 1992
between the Company and CIT relating to
the Warrants referred to herein at
Exhibit 4.9, incorporated by reference
to Exhibit 4.7 to the Company's 1995
Annual Report.
4.8 Warrants issued to Chemical Bank each
dated April 27, 1992, incorporated by
reference to Exhibit 4.8 to the
Company's 1995 Annual Report.
4.9 Warrants issued to CIT each dated
April 27, 1992, incorporated by
reference to Exhibit 4.9 to the
Company's 1995 Annual Report.
4.10 Warrant issued to Dain Bosworth
Incorporated dated August 20, 1992,
incorporated by reference to Exhibit
4.12 to the S-2 Registration Statement.
4.11 Warrant Agreement dated as of March 12,
1993 between the Company and Alfred
Schechter, incorporated by reference to
Exhibit 4.11 to the Company's 1995
Annual Report.
4.12 Warrant Agreement dated as of March 12,
1993 between the Company and Don M.
Harwell, incorporated by reference to
Exhibit 4.12 to the Company's 1995
Annual Report.
21
4.13 Warrant Agreement dated as of March 12,
1993 between the Company and Mezzanine
Capital Corporation Limited ("MCC"),
incorporated by reference to Exhibit
4.13 to the Company's 1995 Annual
Report.
4.14 Warrant issued to Alfred Schechter dated
March 12, 1993, incorporated by
reference to Exhibit 4.14 to the
Company's 1995 Annual Report.
4.15 Warrant issued to Don M. Harwell dated
March 12, 1993, incorporated by
reference to Exhibit 4.15 to the
Company's 1995 Annual Report.
4.16 Warrant issued to MCC dated March 12,
1993, incorporated by reference to
Exhibit 4.16 to the Company's 1995
Annual Report.
4.17 Letter Agreement dated as of June 9,
1993 between the Company and Alfred
Schechter with respect to the Exercise
Price for the Warrant referred to herein
at Exhibit 4.14, incorporated by
reference to Exhibit 4.17 to the
Company's 1995 Annual Report.
4.18 Letter Agreement dated as of June 9,
1993 between the Company and Don M.
Harwell with respect to the Exercise
Price for the Warrant referred to herein
at Exhibit 4.15, incorporated by
reference to Exhibit 4.18 to the
Company's 1995 Annual Report.
4.19 Letter Agreement dated as of June 9,
1993 between the Company and MCC with
respect to the Warrant referred to
herein at Exhibit 4.16, incorporated by
reference to Exhibit 4.19 to the
Company's 1995 Annual Report.
4.20 Warrant issued to Chemical Bank dated
November 24, 1993, incorporated by
reference to Exhibit 4.20 to the
Company's 1995 Annual Report.
4.21 Warrant issued to CIT dated November 24,
1993, incorporated by reference to
Exhibit 4.21 to the Company's 1995
Annual Report.
4.22 Warrant Agreement dated as of January
26, 1995 between the Company and Alfred
Schechter, incorporated by
22
reference to Exhibit 4.22 to the Company's
1995 Annual Report.
4.23 Warrant Agreement dated as of January
26, 1995 between the Company and Don M.
Harwell, incorporated by reference to
Exhibit 4.23 to the Company's 1995
Annual Report.
4.24 Warrant Agreement dated as of January
26, 1995 between the Company and MCC,
incorporated by reference to Exhibit
4.24 to the Company's 1995 Annual
Report.
4.25 Warrant issued to Alfred Schechter dated
January 26, 1995, incorporated by
reference to Exhibit 4.25 to the
Company's 1995 Annual Report.
4.26 Warrant issued to Don M. Harwell dated
January 26, 1995, incorporated by
reference to Exhibit 4.26 to the
Company's 1995 Annual Report.
4.27 Warrant issued to MCC dated January 26,
1995, incorporated by reference to
Exhibit 4.27 to the Company's 1995
Annual Report.
4.28 See the Certificate of Designation,
Preferences and Rights of the Series A
Preferred Stock of the Company (Exhibit
3.4 hereof), incorporated by reference
to Exhibit 4.28 to the Company's 1995
Annual Report.
4.29 Warrant Agreement dated as of June 8,
1994 between the Company and Cryogenic
TADOPTR Company, L.P. and the Form of
Warrant Certificate issued pursuant
thereto, incorporated by reference to
Exhibit 4.29 to the Company's 1995
Annual Report.
4.30 Warrant Agreement dated as of December
20, 1994 between the Company and The
Edgehill Corporation, incorporated by
reference to Exhibit 4.30 to the
Company's 1995 Annual Report.
4.31 Warrant issued to The Edgehill
Corporation dated as of December 20,
1994, incorporated by reference to
Exhibit 4.31 to the Company's 1995
Annual Report.
23
4.32 Registration Rights Agreement dated as
of December 20, 1994 among the Company,
certain parties named therein and
International Capital Partners, Inc.,
incorporated by reference to Exhibit
4.32 to the Company's 1995 Annual
Report.
4.33 Form of Warrant issued to each of
International Capital Partners, Inc. and
the parties named in the Registration
Rights Agreement dated as of December
20, 1994 (Exhibit 4.32 hereof),
incorporated by reference to Exhibit
4.33 to the Company's 1995 Annual
Report.
*10.1 Credit and Security Agreement dated as
of December 19, 1995 and Supplement A
thereto between Cryenco, Inc., the
Company and FBS Business Finance
Corporation.
*27 Financial Date Schedule pursuant to
Article 5 of Regulation S-X filed with
EDGAR filing only.
________________
* Filed herewith
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