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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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
For the transition period from ________________ to ________________
Commission File No. 1-11642
LASER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0970494
--------------------- -----------------
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
7070 SOUTH TUCSON WAY, ENGLEWOOD, COLORADO 80112
-------------------------------------------------
(Address of principal executive offices)
(303) 649-1000
--------------
(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 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 .
----- -----
At August 13, 1997, 4,998,351 shares of common stock of the Registrant were
outstanding.
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INDEX
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PART I: FINANCIAL INFORMATION
PAGE
----
Item 1. FINANCIAL STATEMENTS.............................................. 1
Consolidated Balance Sheets..................................... 1
Consolidated Statements of Operations........................... 3
Consolidated Statements of Cash Flows........................... 4
Consolidated Statements of Stockholders' Equity................. 5
Notes to Consolidated Financial Statements...................... 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS............................... 8
Results of Operations........................................... 8
Liquidity and Capital Resources................................. 9
PART II: OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS................................................. 10
Item 2. CHANGES IN SECURITIES............................................. 10
Item 3. DEFAULTS UPON SENIOR SECURITIES................................... 10
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............... 10
Item 5. OTHER INFORMATION................................................. 10
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LASER TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
JUNE 30, SEPTEMBER 30,
1997 1996
------------ -------------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 1,209,313 $ 2,247,239
Investments 1,240,363 600,000
Trade accounts receivable, less allowance
of $10,000 for doubtful accounts 2,464,530 2,764,325
Inventories 2,672,444 2,577,635
Deferred income tax benefit 43,000 52,000
Prepaids and other current assets 578,087 428,079
------------ ------------
Total Current Assets 8,207,737 8,669,278
------------ ------------
PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization 1,306,444 1,113,274
------------ ------------
LONG-TERM INVESTMENTS 616,358 611,273
------------ ------------
OTHER ASSETS 347,437 269,634
------------ ------------
TOTAL ASSETS $ 10,477,976 $ 10,663,459
============ ============
See accompanying notes to the consolidated financial statements
1
LASER TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
JUNE 30, SEPTEMBER 30,
1997 1996
------------ --------------
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 561,574 $ 723,178
Accrued expenses 119,763 247,426
----------- -----------
Total Current Liabilities 681,337 970,604
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value-shares
authorized 2,000,000; shares issued none - -
Common stock, $.01 par value-shares
authorized 25,000,000; shares issued
5,208,201 and 5,088,201 52,082 50,882
Additional paid-in capital 9,622,780 9,623,980
Treasury stock at cost, 209,850 and
88,768 shares (141,457) (17,535)
Retained earnings 263,234 35,528
----------- -----------
Total Stockholders' Equity 9,796,639 9,692,855
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $10,477,976 $10,663,459
=========== ===========
See accompanying notes to the consolidated financial statements
2
LASER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED
JUNE 30, 1997 AND 1996
(Unaudited)
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
NET SALES $6,335,002 $6,396,571 $1,996,728 $1,645,724
LESS COST OF GOODS SOLD 2,783,429 2,789,545 852,811 748,170
---------- ---------- ---------- ----------
Gross Profit 3,551,573 3,607,026 1,143,917 897,554
ROYALTY AND LICENSING INCOME 453,284 213,929 191,227 101,853
---------- ---------- ---------- ----------
TOTAL OPERATING INCOME 4,004,857 3,820,955 1,335,144 999,407
OPERATING EXPENSES 3,775,513 2,957,152 1,364,654 1,001,129
---------- ---------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS 229,344 863,803 (29,510) (1,722)
INTEREST INCOME, NET 123,362 169,296 41,409 50,674
---------- ---------- ---------- ----------
INCOME BEFORE TAXES ON INCOME 352,706 1,033,099 11,899 48,952
TAXES ON INCOME 125,000 393,000 4,000 13,000
---------- ---------- ---------- ----------
NET INCOME $ 227,706 $ 640,099 $ 7,899 $ 35,952
========== ========== ========== ==========
INCOME PER COMMON SHARE $ .04 $ .12 $ .002 $ .01
========== ========== ========== ==========
WEIGHTED AVERAGE SHARES
OUTSTANDING 4,998,351 5,172,795 4,998,351 5,347,854
=========== ========== ========== ==========
See accompanying notes to the consolidated financial statements
3
LASER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
FOR THE NINE MONTHS ENDED JUNE 30, 1997
AND JUNE 30, 1996
(Unaudited)
JUNE 30, JUNE 30,
1997 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 227,706 $ 640,099
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 145,170 145,858
Deferred income taxes 9,000 526
Changes in operating assets and liabilities:
Trade accounts receivable 299,796 136,715
Inventories (94,809) (519,606)
Other assets (150,008) (224,442)
Accounts payable and accrued expenses (289,267) 391,315
----------- ----------
Net cash provided by operating activities 147,588 570,465
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in investments (645,448) 575,381
Patent costs paid (89,474) (69,878)
Purchases of property and equipment (326,670) (411,534)
----------- ----------
Net cash provided by (used in) investing activities (1,061,592) 93,969
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Treasury stock acquired (123,922) -
Exercise of stock options - 39,791
----------- ----------
Net cash provided by (used in) financing activities (123,922) 39,791
----------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,037,926) 704,225
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 2,247,239 1,593,521
----------- ----------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 1,209,313 $2,297,746
=========== ==========
See accompanying notes to the consolidated financial statements
4
LASER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED JUNE 30, 1997
(Information for the nine months ended June 30, 1997 is unaudited)
COMMON STOCK ADDITIONAL
------------------------ PAID-IN TREASURY RETAINED
SHARES AMOUNT CAPITAL STOCK EARNINGS TOTAL
------------- --------- ----------- ----------- ---------- -----------
Balance, September 30, 1996 5,088,201 $50,882 $9,623,980 $ (17,535) $ 35,528 $9,692,855
Concurrent exercise of stock options
and purchase of treasury stock 120,000 1,200 (1,200) (120,000) (120,000)
Purchase of treasury stock (3,922) (3,922)
Net income for the period -- -- -- -- 227,706 227,706
--------- ------- ---------- --------- --------- ----------
Balance, June 30, 1997 5,208,201 $52,082 $9,622,780 $(141,457) $ 263,234 $9,796,639
========= ======= ========== ========= ========= ==========
See accompanying notes to the consolidated financial statements
5
LASER TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information for the nine months ended June 30, 1997 is unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements presented are those of Laser
Technology, Inc. and its wholly-owned subsidiaries; Laser Communications, Inc.,
Laser Technology, U.S.V.I., and International Measurement and Control Company.
Laser Technology, Inc. is presently engaged in the business of developing,
manufacturing and marketing laser based measurement instruments.
In the opinion of management, the unaudited financial statements reflect
all adjustments, consisting only of normal recurring accruals necessary for a
fair presentation of (a) the consolidated results of operations for the three
and nine month periods ended June 30, 1997 and 1996, (b) the consolidated
financial position at June 30, 1997 and September 30, 1996, and (c) the
consolidated statement of cash flows for the nine month periods ended June 30,
1997 and 1996, and (d) the consolidated statement of stockholders' equity for
the nine month period ended June 30, 1997. The accounting policies followed by
the Company are set forth in the Notes to the Consolidated Financial Statements
of the Company for the fiscal year ended September 30, 1996. The results of
operations for interim periods are not necessarily indicative of the results to
be expected for the full year.
NOTE 2 - STOCKHOLDERS' EQUITY
Effective May 30, 1997, Laser Technology, Inc, an Idaho corporation ("Laser
Technology-Idaho"), was merged into a newly formed subsidiary, Laser Technology,
Inc., a Delaware corporation ("Laser Technology-Delaware"), with Laser
Technology-Idaho ceasing to exist, for the principal purposes of (a) changing
the corporate domicile of the Company from the State of Idaho to Delaware, and
(b) to adopt certain changes to the Company's corporate charter. The
transaction was accounted for as a pooling of interests and the merger did not
involve any change in the business, properties, management or capital structure
of the Company. Laser Technology-Delaware had no operations prior to the
merger. Stockholders of Laser Technology-Delaware received the same number of
shares of common stock as previously held in Laser Technology-Idaho.
Preferred Stock
Laser Technology-Delaware is authorized to issue 2,000,000 shares of
preferred stock by action of the Company's Board of Directors. The Board of
Directors is authorized, without further action by stockholders, to determine
the voting rights, dividend rights, dividend rates, liquidation preferences,
redemption provisions, conversion or exchange rights and other rights,
preferences, privileges and restrictions of any unissued series of preferred
stock and the number of shares constituting such series. The Company has no
current plans to issue any preferred stock.
Treasury Stock
(a) In connection with the Company's merger into Delaware, stockholders
objecting to the proposed merger were entitled to the right to dissent and
appraisal rights of stockholders as allowed by Idaho law. Upon completion of
the merger, the Company purchased the dissenting stockholders stock.
Cumulatively, nine shareholders, representing 1,082 shares of the Company's
common stock, exercised their right to dissent and received $3,922 in total
which has been recorded as Treasury Stock.
(b) In April 1997, 120,000 shares of common stock were issued to three
employees, at $3.00 per share, under a cashless exercise of unqualified options
previously granted in April 1992. Concurrent with the exercise of these options
such shares were purchased by the Company at fair market value and recorded as
Treasury Stock.
6
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1997 AND JUNE
30, 1996
The following table sets forth, for the three and nine month fiscal periods
ended June 30, 1997 and 1996, the percentage relationship to net sales of
principal items in the Company's Statement of Operations. It should be noted
that percentages discussed throughout this analysis are stated on an approximate
basis.
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
----------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
Net sales 100% 100% 100% 100%
Cost of goods sold 44 44 43 45
---- ---- ---- ----
Gross profit 56 56 57 55
Royalty and licensing income 7 3 10 6
---- ---- ---- ----
Total operating income 63 59 67 61
Operating expenses 59 46 68 61
---- ---- ---- ----
Income (loss) from operations 4 13 (1) -
Interest income, net 2 3 2 3
---- ---- ---- ----
Income before taxes on income 6 16 1 3
Taxes on income 2 6 - 1
---- ---- ---- ----
Net income 4% 10% 1% 2%
==== ==== ==== ====
REVENUES
The following table provides a breakdown of the percentage of net sales and
respective percentages of net sales of the Company's various product lines.
Revenues realized from sales of the Company's less significant revenue producing
product lines are classified as "Other" for presentation purposes.
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
TRAFFIC SAFETY SYSTEMS $2,839,279 $3,174,098 $ 813,871 $ 820,397
Percentage of revenues 45% 49% 41% 50%
SURVEY AND MAPPING SYSTEMS 3,037,681 2,362,578 1,132,207 804,782
Percentage of revenues 48% 37% 57% 49%
DAS100 SHIP DOCKING AID SYSTEMS 252,596 763,930 -- --
Percentage of revenues 4% 12%
OTHER 205,446 95,965 50,650 20,545
Percentage of revenues 3% 2% 2% 1%
TOTAL $6,335,002 $6,396,571 $1,996,728 $1,645,724
========== ========== ========== ==========
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Net sales for the third quarter ended June 30, 1997 ("1997") increased 21%
to $1,996,728 from $1,645,724 for the quarter ended June 30, 1996 ("1996").
Traffic Safety sales in the 1997 third quarter remained consistent with prior
year levels. Sales of the Company's Survey and Mapping products increased 41%
due to the introduction of the Company's second generation Impulse line of
survey products.
Revenues for first nine months of 1997 were $6,335,002 compared to
$6,396,571 for the first nine months of 1996, representing a 1% decrease in
sales. Decreased volume sales of the Company's DAS100 ship docking aid sensors
were offset by increased Survey and Mapping sales. DAS100 sales for the first
nine months of 1997 were $252,596 compared to $763,930 realized during the
comparable 1996 period. Management expects that sales of its DAS100 will
greatly fluctuate between financial periods due to the specialized nature of the
system. Survey and Mapping sales improved 29% to $3,037,681 in 1997 from
$2,362,578 in 1996 due to increased sales of the Company's Impulse, introduced
in the 1996 fourth quarter. Additionally, sales of the Company's industrial
laser sensors also introduced in the fourth quarter of fiscal 1996 contributed
$205,446 in revenues in 1997.
Traffic Safety sales were $2,839,279 for the first nine months of 1997
compared to $3,174,098 for the first nine months of 1996, representing a 11%
decrease in sales from the previous year, primarily the result of slower
international sales. During the 1997 third quarter, the Company introduced the
UltraLyte, a second generation laser speed detection device. Management
believes that Traffic Safety sales have not yet benefitted from second
generation products such as the UltraLyte and believes that sales of the
Company's Traffic Safety products should improve as the Company begins shipping
the UltraLyte in the 1997 fourth quarter.
International sales comprised 44% and 41% of net sales for the third quarter
and first nine months of 1997 as compared to 49% and 42% for the corresponding
1996 periods. Historically, the Company experiences quarterly fluctuations in
foreign sales due to the placement of typically large orders for the Company's
Traffic Safety products. Foreign sales of the Company's products are expected
to continue to comprise a significant portion of its revenues.
Gross profit as a percentage of net sales was 57% and 56% for the third
quarter and first nine months of 1997, compared to 55% and 56% for the third
quarter and first nine months of 1996. The Company realized improved gross
profit margins during the 1997 third quarter due to higher gross profit margins
realized on sales from the Company's second generation products, primarily from
sales of the Company's Impulse, designed with reduced manufacturing costs and
greater production efficiency. As the Company begins shipping its second
generation UltraLyte, gross profit margins are expected to continue to improve.
Total operating expenses increased approximately 36% to $1,364,654 for the
third quarter of 1997 from $1,001,129 for the comparable 1996 period, and
approximately 27% to $3,775,513 for the first nine months of 1997 compared to
$2,957,152, for the first nine months of 1996. As a percentage of net sales,
total operating expenses rose to 68% for the third quarter of 1997 from 61% for
the third quarter of 1996, and to 59% for the first nine months of 1997 from 46%
for the first nine months of 1996. Increased operating expenses in the 1997
third quarter primarily relate to the Company's increased distribution efforts
and consultant fees related to the implementation of the Company's newly
integrated JD Edwards business software package. Year to year increases relate
primarily to the costs associated with building a direct sales force centered
around the Company's domestic Traffic Safety business including increased
compensation expense, and higher advertising and travel expenses related to
accelerated marketing efforts over the previous year. The Company anticipates
that operating expenses will continue to increase to support the Company's
continued growth as the Company's sales increase.
Royalty income primarily related to the Company's agreement with Bushnell on
sales of the Yardage Pro series of laser range finders marketed by Bushnell
increased 88% to $191,227 in the 1997 third quarter from $101,853 realized in
the 1996 third quarter. On a year to year basis, royalties have increased 112%
to $453,284 in 1997 from $213,929 in 1996. Management believes that royalty
income received from its current licensing arrangements related to the Company's
proprietary technology will continue to positively impact the Company's results
of operations.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
The Company experienced a loss from operations of $29,510 for the 1997 third
quarter compared to $1,722 for the 1996 third quarter. Royalties received from
Bushnell partially offset the increase in operating expenses in the 1997 period.
Combined with income earned on investments, the Company realized income before
taxes on income of $11,899 for the 1997 third quarter compared to income before
taxes on income of $48,952 for the comparable 1996 period. After taxes on
income, the Company realized net income of $7,899, or break even per share, for
the 1997 third quarter, compared to $35,952, or $.01 per share, for the 1996
third quarter. When combined with net income from the first half of 1997, the
Company realized net income of $227,706 for the first nine months of 1997, or
$.04 per share, as compared with net income of $640,099 or $.12 per share, for
the first nine months of 1996.
LIQUIDITY AND CAPITAL RESOURCES
As June 30, 1997, the Company had working capital of $7,526,400. The
Company's working capital is expected to adequately meet the Company's need for
at least the next twelve months.
For the nine month period ended June 30, 1997, cash provided by operating
activities of $147,588 was primarily attributable to net income of $227,706 for
the period combined with a decrease of $299,796 in accounts receivable of which
$289,267 was used to decrease accounts payable and accrued expenses and $150,008
was used to increase other assets. Cash used in investing activities of
$1,061,592 related to the reinvestment of unused cash reserves of $645,448 and
$326,670 was used for the purchase of property and equipment and leasehold
improvements related to the expansion of the Company's facilities. Cash used in
financing activities of $123,922 related primarily to the purchase of shares of
the Company's common stock, recorded at cost. Cash and cash equivalents
decreased $1,037,926 for the nine month period ended June 30, 1997.
For the nine month period ended June 30, 1996, cash provided by operating
activities was $570,465. Net income of $640,099 combined with a decrease of
$136,715 in trade accounts receivable and an increase of $391,315 in accounts
payable and accrued expenses was used primarily to expand inventory by $519,606
and $224,442 was used to finance an increase in other assets. Cash provided by
investing activities of $93,969 resulted from proceeds from the sale of
marketable securities of which $411,534 was used for the purchase of property
and equipment. Cash provided by financing activities of $39,971 resulted from
proceeds received from the exercise of employee options pursuant to the
Company's Equity Incentive Plan. Cash and cash equivalents increased $704,225
for the 1996 period.
During the 1997 fiscal year, the Company has expanded its facilities
pursuant to the Company's rights for additional expansion space under its
current lease agreements to provide additional office and production space.
Additionally, the Company has expended capital to fully integrate and automate
its information systems management and accounting software in preparation of
future growth. The Company believes that its current and planned facilities are
adequate to meet the Company's needs throughout the foreseeable future, and,
that the capital invested to expand its facilities and resources will not have a
material impact on the Company's current working capital or results of
operations.
OTHER
Management believes that the Company's business centered around its Traffic
Safety product line is not seasonal in nature. However, due to fiscal budgeting
practices of foreign and domestic law enforcement agencies, sales of the
Company's Traffic Safety products may vary between financial periods.
Historically, the Company has realized a small decline in sales of its Survey
and Mapping products in areas affected by colder weather in the winter months.
Management believes that the expansion of the Company's Survey and Mapping
product line and penetration into new markets has mitigated seasonal effects on
sales of this business segment. Additionally, due to the sophisticated nature
of the Company's DAS100 ship docking aid systems, Management expects sales of
these systems to greatly fluctuate between financial periods.
NEW ACCOUNTING PRONOUNCEMENTS
On March 3, 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128 "Earnings Per Share" (SFAS
No. 128). This pronouncement provides a different method of calculating
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONCLUDED)
earnings per share than previously provided under Accounting Principles Board
Opinion (APB) No. 15, "Earnings Per Share. SFAS 128 provides for the
calculation of "Basic" and "Diluted" earnings per share. Basic earnings per
share includes no dilution and is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of an entity, similar to fully
diluted earnings per share. The Company will adopt SFAS No. 128 in fiscal 1998
and its implementation is not expected to have a material effect on the
consolidated financial statements.
RISK FACTORS AND CAUTIONARY STATEMENTS
Forward-looking statements in this report are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. The
Company wishes to advise readers that actual results may differ substantially
from such forward-looking statements. Forward-looking statements involve risks
and uncertainties including but not limited to, continued acceptance of the
Company's products in the marketplace, competitive factors, potential changes in
the budgets of federal and state agencies, compliance with current and possible
future FDA or environmental regulations, and other risks detailed in the
Company's Registration Statement on Form S-1 as filed the Securities and
Exchange Commission.
PART II.
ITEM 1. LEGAL PROCEEDINGS
This Item is not applicable to the Company.
ITEM 2. CHANGES IN SECURITIES
(a) Following the Company's change of corporate domicile from the State
of Idaho to the State of Delaware, the Company has authorized 2,000,000 shares
of Preferred Stock, par value $.01 per share, which shares of Preferred Stock
may be issued in various series and may have preference as to dividends and upon
any liquidation of the Company. The Board of Directors of the Company may
establish the specific rights, preferences, voting privileges and restrictions
of such Preferred Stock, or any series thereof. The Company has no current plans
to issue any preferred stock.
(b) In April 1997, the Company issued 120,000 shares of its authorized
but previously unissued Common Stock to three employees pursuant to the exercise
by the employees of certain stock purchase options. The purchase price pursuant
to the terms of the options was $3.00 per share. The issuance of the shares
pursuant to the exercise of the options was made in reliance on the exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended. Concurrent with the exercise of the options such shares were purchased
by the Company at fair market value and recorded as Treasury Stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
This Item is not applicable to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the three months ended June 30, 1997.
ITEM 5. OTHER INFORMATION
On August 6, 1997, the Company announced that it would not extend the
expiration date of its outstanding Redeemable Warrants, which are due to expire
on January 11, 1998. Under the terms of the Redeemable Warrants, each
Redeemable Warrant represents the right of the holder to purchase one share of
the Company's Common Stock at an exercise
10
ITEM 5. OTHER INFORMATION (CONCLUDED)
price of $6.00 per share, subject to adjustments, at any time prior to the close
of business on January 11, 1998. The Company has the right to redeem the
Redeemable Warrants in whole for cancellation at a price of $.05 each, by
written notice mailed to each holder thirty days prior to the redemption date.
Such notice of redemption may only be given within ten days following any period
of thirty consecutive trading days during which the closing sale price of the
Company's shares of Common Stock exceeds $8.00 per share. Both the Company's
Common Stock and Redeemable Warrants are traded on the American Stock Exchange.
In the event that Redeemable Warrants have not been exercised by the holders
thereof or redeemed by the Company prior to January 11, 1998, the Redeemable
Warrants shall expire by their terms and the holders shall have no further
exercise rights. The Company is not obligated to extend the expiration date.
11
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.
LASER TECHNOLOGY, INC.
----------------------
7070 SOUTH TUCSON WAY
ENGLEWOOD, COLORADO 80112
Date: August 14, 1997 By /s/ Pamela Sevy
--------------- ---------------------
Pamela Sevy
Chief Financial Officer
Date: August 14, 1997 By /s/ David Williams
--------------- ----------------------
David Williams
President and Chief Executive Officer
12