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 May 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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
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(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; 7,062,422 shares outstanding as of July 11,
1997.
CRYENCO SCIENCES, INC. AND SUBSIDIARY
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION...................................... 3
Item 1. Financial Statements................................. 3
Introductory Comments.................................. 3
Consolidated Balance Sheets
August 31, 1996 and May 31, 1997 ...................... 4
Consolidated Statements of Operations
Three Month and Nine Month Periods Ended
May 31, 1996 and May 31, 1997.......................... 6
Consolidated Statements of Cash Flows
Nine Month Periods Ended May 31, 1996
and May 31, 1997....................................... 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......................................... 14
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
9the 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, 1996.
3
CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
AUGUST 31, MAY 31,
1996 1997
------ ------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 111 $ 426
Accounts receivable, trade 5,352 4,510
Accounts receivable, affiliate 1,423 --
Costs and estimated earnings in excess of
billings on uncompleted contracts 3,944 2,666
Inventories (Note 2) 4,333 5,558
Prepaid expenses 57 100
------- -------
Total current assets 15,220 13,260
Property and equipment:
Leasehold improvements 739 867
Machinery and equipment 5,355 5,306
Office furniture and equipment 1,231 1,421
-------- ---------
7,325 7,594
Less accumulated depreciation 3,099 3,810
-------- ---------
4,226 3,784
Property on operating leases 604 51
Deferred financing costs 120 56
Goodwill 5,226 5,114
Other assets 308 199
--------- ---------
Total assets $ 25,704 $ 22,464
========= =========
4
CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
AUGUST 31, MAY 31,
1996 1997
----------- -----------
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,224 $ 1,490
Accrued expenses 1,123 1,431
Accrued management fees 324 323
Current portion of long-term debt (Note 3) 1,382 294
Income tax payable 344 --
----------- -----------
Total current liabilities 5,397 3,538
Long-term debt, less current portion (Note 3) 8,634 6,964
----------- -----------
14,031 10,502
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 and 68,517 issued and outstanding shares
(aggregate liquidation preference of $678,380
and $685,170) 1 1
Common stock, $0.01 par value:
Class A, voting, 21,500,000 authorized shares,
6,996,997 shares issued and outstanding 70 70
Class B, nonvoting, 1,500,000 authorized
shares, none issued or outstanding -- --
Additional paid-in capital 14,020 14,027
Warrants 169 169
Retained earnings (deficit) (2,587) (2,305)
----------- -----------
Total stockholders' equity 11,673 11,962
----------- -----------
Total liabilities and stockholders' equity $ 25,704 $ 22,464
=========== ==========
5
CRYENCO SCIENCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
Three months ended Three months ended Nine months ended Nine months ended
May 31, 1996 May 31, 1997 May 31, 1996 May 31, 1997
------------ ------------ ------------ ------------
Contract revenue $ 8,232 $ 7,680 $ 24,420 $ 20,518
Cost of revenue 6,405 6,409 19,544 16,496
---------- ---------- ---------- ----------
Gross profit 1,827 1,271 4,876 4,022
Selling, general and
administrative expenses 894 1,024 2,433 2,510
Research and development
expenses 277 (14) 708 315
Amortization expense 87 59 259 181
---------- ---------- ---------- ----------
Operating income 569 202 1,476 1,016
Other (income) expense:
Interest income -- -- (1) --
Interest expense 226 231 666 722
Other expense, net 5 (213) 1 (269)
---------- ---------- ---------- ----------
Income from operations before
income taxes and
extraordinary item 338 184 810 563
Income tax expense 126 68 300 208
---------- ---------- ---------- ----------
Income from operations before
extraordinary item 212 116 510 355
Extraordinary item (net of
income tax benefit of $54)
(Note 4) -- -- (93) --
---------- ---------- ---------- ----------
Net income $ 212 $ 116 $ 417 $ 355
========== =========== ========== ==========
Earnings per common and
common equivalent share
(Note 5)
Income from operations
before extraordinary item $ 0.03 $ 0.01 $ 0.06 $ 0.04
Extraordinary item -- -- (0.01) --
---------- ---------- --------- ----------
Net income $ 0.03 $ 0.01 $ 0.05 $ 0.04
========== ========== ========= ==========
Weighted average number of
shares and common
equivalent shares outstanding
7,318,413 7,188,423 7,320,789 7,203,180
========== ========== ========= =========
6
CRYENCO SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
NINE MONTHS ENDED NINE MONTHS ENDED
MAY 31, 1996 MAY 31, 1997
------------ ------------
OPERATING ACTIVITIES
Net income $ 417 $ 355
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 611 868
Amortization 482 245
Gain from sale of assets -- (259)
Changes in operating assets and liabilities:
Accounts receivable (3,894) 2,265
Costs and estimated earnings in excess of
billings on uncompleted contracts 1,941 1,278
Inventories 14 (1,226)
Income taxes 33 (344)
Prepaid expenses and other assets (159) (1)
Accounts payable (958) (735)
Accrued expenses 190 315
-------- --------
Net cash provided (used) used by operating activities (1,323) 2,761
-------- --------
INVESTING ACTIVITIES
Purchases of property and equipment (1,510) (380)
Proceeds from sale of assets -- 765
-------- --------
Net cash provided (used) by investing activities (1,510) 385
-------- --------
FINANCING ACTIVITIES
Payments of long-term debt (17,309) (25,180)
Borrowings 19,684 22,421
Dividends paid on preferred stock (67) (72)
-------- --------
Net cash provided (used) by financing activities 2,308 (2,831)
-------- --------
Net increase (decrease) in cash and cash equivalents (525) 314
Cash and cash equivalents at beginning of period 632 111
-------- --------
Cash and cash equivalents at end of period $ 107 $ 426
======== ========
Supplementary disclosure of cash flow information:
Cash paid for interest $ 590 $ 679
Cash paid for taxes 319 562
Supplementary disclosure of noncash financing activity:
Issuance of preferred stock in consideration for dividends
payable $ 2 $ 7
Equipment acquired and financed under capital leases 304 --
7
CRYENCO SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1997
(Unaudited, except information for the fiscal year ended August 31, 1996)
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 and nine months ended May 31,
1997 are not necessarily indicative of the results that may be expected for the
year ending August 31, 1997. 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, 1996.
2. INVENTORIES
Inventories (in thousands) consisted of the following:
AUGUST 31, MAY 31,
1996 1997
------ -----
Raw Materials $3,344 $3,997
Finished goods and work-in-process 1,139 1,683
------ ------
4,483 5,680
Less reserve for obsolescence (150) (122)
------ ------
$4,333 $5,558
====== ======
8
3. LONG-TERM DEBT
Long-term debt (in thousands) at May 31, 1997 is comprised of the
following:
Termloan maturing December 31, 1998 bearing interest at
the reference rate (as defined in the loan
agreement) plus 3/4% (9.25% May 31, 1997) payable
monthly. Principal payments of $12,806 are payable
monthly. 499
Revolving credit facility maturing December 31, 1998
bearing interest at the reference rate (as defined
in the loan agreement) plus up to an additional
1.0% depending upon financial performance (9.0% at
May 31, 1997). 6,363
Other 396
------
7,258
Less current portion 294
------
$6,964
======
On April 10, 1997, the Company prepaid the outstanding balance
($1,150,000) of the note payable to The CIT Group/Equity Investments, Inc.
("CIT").
The Company must comply with certain financial covenants in connection
with its long-term debt, including the maintenance of certain financial ratios
and restrictions on dividends.
9
4. EXTRAORDINARY ITEM - EARLY EXTINGUISHMENT OF DEBT
As a result of the early retirement of the Chemical Bank debt and the
partial payment on the CIT note, the Company recognized an extraordinary expense
of $93,000 (net of the related tax benefit of $54,000) for the write down of
deferred financing expenses related to these debts during the three months ended
February 29, 1996.
5. 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 $24,718 and
$71,746 reduced the net earnings available to common stockholders for the three
months and nine months ended May 31, 1997, respectively. Fully diluted net
earnings per common share is not significantly different from primary net
earnings per common share.
6. RECENT DEVELOPMENTS
On April 30, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Chart Industries, Inc. ("Chart") and
certain of Chart's wholly-owned subsidiaries pursuant to which the Company will
become an indirect, wholly-owned subsidiary of Chart (the "Merger"). As a result
of the Merger, each outstanding share of common stock of the Company will be
converted into the right to receive $2.75 in cash, without interest. The Merger
Agreement and the Merger are subject to approval by the stockholders of the
Company. A Special Meeting of the Company's stockholders is scheduled for July
31, 1997 in order to vote upon approval and adoption of the Merger Agreement and
the transactions contemplated thereby.
10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
This Quarterly Report on Form 10-Q contains certain forward-looking
statements that involve risks and uncertainties. Discussions containing such
forward-looking statements may be found in the materials set forth below in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The Company's actual results could differ materially from those
anticipated in the forward-looking statements.
Results of Operations - Three and Nine
Months Ended May 31, 1996 and May 31, 1997
Contract revenue decreased 6.7% to $7.7 million for the three months
ended May 31, 1997 from $8.2 million for the three months ended May 31, 1996.
Contract revenue for the first nine months of the 1997 fiscal year decreased
16.0% to $20.5 million from $24.4 million for the same period of the preceding
year. The quarterly decrease is the result of decreases in revenue from
industrial gas and LNG trailers, MRI cryostats and components, and LNG
dispensing equipment, which decreased $1.4 million, $834,000 and $141,000,
respectively, over the corresponding period in the prior year. The Company does
not believe that these decreases are indicative of a long-term trend. These
decreases were offset somewhat by increased revenues from TVAC'r' intermodal
containers which increased $1.7 million over the corresponding 1996 period. For
the nine month period the decrease was primarily the result of the decrease in
revenues from industrial gas and LNG trailers, MRI cryostats and components, and
LNG dispensing equipment, which decreased $4.5 million, $2.0 million and
$679,000, respectively, over the corresponding nine month period in the prior
year. These decreases were offset somewhat by increased revenues from TVAC'r'
intermodal containers and cryogenic spares, which increased $2.7 million and
$327,000, respectively, over the corresponding 1996 period.
Gross profit for the three months ended May 31, 1997 decreased 30.4% to
$1.3 million, or 16.5% of contract revenue, from $1.8 million, or 22.2% of
contract revenue, for the three months ended May 31, 1996. Gross profit for the
first nine months of the 1997 fiscal year decreased 17.5% to $4.0 million, or
19.6% of contract revenue, from $4.9 million, or 20.0% of contract revenue, for
the same period of the previous year. The gross profit decrease for the quarter
was the result of the reduced revenues combined with lower sales prices on
trailers and unabsorbed manufacturing overhead expenses due to the reduced level
of shop activity. For the nine month period the decrease was primarily due to
the reduced revenues and increased unabsorbed manufacturing overhead expenses.
Selling, general and administrative expenses increased $14.5% to $1.0
million for the three months ended May 31, 1997 from $894,000 for the three
months ended May 31, 1996, and increased as a percentage of contract revenue to
13.3% from 10.9% during the same period. Selling, general and administrative
expenses for the first nine months of fiscal 1997 increased 3.2% to $2.5 million
or 12.2% of contract revenue from $2.4 million or 10.0% of contract revenue
compared to the corresponding period in the prior year. The increase is
primarily due
11
to the legal and consulting expenses related to the anticipated merger with
Chart Industries, Inc., and to a lesser extent is due to increased sales
expenses. Research and development costs decreased to $(14,000) for the three
months ended May 31, 1997 from $277,000 for the three months ended May 31, 1996,
and to $315,000 for the first nine months of fiscal 1997 compared to $708,000
for the comparable period of the prior year. The credit in the current period is
due to the timing of billings for the reimbursement of TADOPTR development costs
under a development contract. The decrease in expenses for both the three and
nine month periods is primarily the result of the decrease in expenditures for
the development of new LNG products compared to the prior year. Amortization
expense decreased to $59,000 for the three months ended May 31, 1997 from
$87,000 for the three months ended May 31, 1996, and to $181,000 for the first
nine months of fiscal 1997 compared to $259,000 for the comparable period of the
prior year due to the completion of the organization cost amortization in the
prior year.
Interest expense for the three months ended May 31, 1997 increased 2.2%
to $231,000 from $226,000 for the three months ended May 31, 1996 and increased
8.4% to $722,000 for the first nine months of the 1997 fiscal year from $666,000
for the same period of the preceding year. This increase in the current quarter
is due to increased debt issuance cost amortization due to the repayment of the
balance of the subordinated debt during the quarter. The cumulative increase is
primarily due to an increased average level of borrowing. Other non-operating
items resulted in income of $213,000 for the three months ended May 31, 1997,
compared to an expense of $5,000 in the comparable period of 1996, and income of
$269,000 in the first nine months of this fiscal year compared to an expense of
$1,000 for the first nine months of the 1996 fiscal year. The increase in income
in the current period is the result of a gain on the sale of capital equipment.
In addition, the increase in income in the nine month period includes a $49,000
profit on the sale of the Company's interest in Applied LNG Technologies USA,
LLC.
Income tax expense decreased to $68,000 for the three months ended May
31, 1997 from $126,000 for the three months ended May 31, 1996 and to $208,000
for the first nine months of this fiscal year from $300,000 for the first nine
months of the prior year. The expense in both years is the result of taxable
income for the periods and estimated annual tax rates.
The resulting net income decreased to $116,000 for the three months
ended May 31, 1997 from $212,000 for the corresponding prior year period, and
decreased to $355,000 for the nine months ended May 31, 1997 from $510,000 for
the corresponding nine month period of the prior year. This change is the result
of the cumulative effect of the above factors.
Liquidity and Capital Resources
At May 31, 1997, the Company's working capital was $9.7 million, which
represented a current ratio of 3.7 to 1. Also, the Company's outstanding
indebtedness under the Credit Agreement with FBS Business Finance Corporation
was $6.9 million, of which $499,000 represented term indebtedness and $6.4
million represented revolving indebtedness.
12
Cash flow from operations for the nine months ended May 31, 1997
resulted in cash provided in the amount of $2.8 million compared to cash used of
$1.3 million in the same period of the prior year. In the current year, cash was
provided primarily by the decreases in accounts receivable and by net income. In
the nine months ended May 31, 1996 cash was used to increase accounts
receivable, which was somewhat offset by the decrease in costs and estimated
earnings in excess of billings on uncompleted contracts and by net income.
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.
Recent Developments
On April 30, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Chart Industries, Inc. ("Chart") and
certain of Chart's wholly-owned subsidiaries pursuant to which the Company will
become an indirect, wholly-owned subsidiary of Chart (the "Merger"). As a result
of the Merger, each outstanding share of common stock of the Company will be
converted into the right to receive $2.75 in cash, without interest. The Merger
Agreement and the Merger are subject to approval by the stockholders of the
Company. A Special Meeting of the Company's stockholders is scheduled for July
31, 1997 in order to vote upon approval and adoption of the Merger Agreement and
the transactions contemplated thereby.
13
PART II - OTHER INFORMATION
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"), The CIT Group/Equity Investments,
Inc. ("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 Company
and Don M. Harwell, incorporated by reference to Exhibit 4.12 to
the Company's 1995 Annual Report.
15
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 reference to Exhibit 4.22 to
the Company's 1995 Annual Report.
4.23 Warrant Agreement dated as of January 26, 1995 between the
16
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.
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.
17
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 Second Amendment dated as of January 13, 1997 between FBS Business
Finance Corporation, Cryenco, Inc., the Company and Cryenex, Inc.,
amending the Credit and Security Agreement dated as of December
19, 1995, as amended (the "Credit Agreement").
*10.2 Third Amendment dated as of April 9, 1997 between FBS Business
Finance Corporation, Cryenco, Inc., the Company and Cryenex, Inc.,
amending the Credit Agreement.
10.3 Plan and Agreement of Merger dated as of April 30, 1997 among
Chart Industries, Inc., Greenville Tube Corporation, Chart
Acquisition Company, Inc. and the Company, incorporated by
reference to Annex A to the Company's Definitive Proxy Statement
filed with the Securities and Exchange Commission on July 1, 1997.
*27 Financial Data Schedule pursuant to Article 5 of Regulation S-X
filed with EDGAR filing only.
- ----------------
* Filed herewith
(b) No reports on Form 8-K have been filed during the quarter ended
May 31, 1997.
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
July 14, 1997
19
EXHIBIT INDEX
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.
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Exhibit Description of Exhibits Page
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4.3 Registration Rights Agreement dated as of August 30, 1991
among Cryenco Holdings, Inc. ("CHI"), The CIT Group/Equity
Investments, Inc. ("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.
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Exhibit Description of Exhibits Page
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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.
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.
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Exhibit Description of Exhibits Page
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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 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.
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Exhibit Description of Exhibits Page
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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.
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 Second Amendment dated as of January 13, 1997 between FBS
Business Finance Corporation, Cryenco, Inc., the Company and
Cryenex, Inc., amending the Credit and Security Agreement
dated as of December 19, 1995, as amended (the "Credit
Agreement").
E-5
*10.2 Third Amendment dated as of April 9, 1997 between FBS
Business Finance Corporation, Cryenco, Inc., the Company and
Cryenex, Inc., amending the Credit Agreement.
10.3 Plan and Agreement of Merger dated as of April 30, 1997 among
Chart Industries, Inc., Greenville Tube Corporation, Chart
Acquisition Company, Inc. and the Company, incorporated by
reference to Annex A to the Company's Definitive Proxy
Statement filed with the Securities and Exchange Commission
on July 1, 1997.
*27 Financial Data Schedule pursuant to Article 5 of Regulation
S-X filed with EDGAR filing only.
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* Filed herewith
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