1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
/ X / Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the period ended March 31, 1995
/ / 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: 0-16052
QUADRAX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 05-0420158
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 HIGH POINT AVENUE 02871
PORTSMOUTH, RHODE ISLAND (Zip Code)
(Address of Principal Executive Offices)
(401) 683-6600
(Registrant's Telephone Number, Including Area Code)
(Former name, former address and former fiscal year, if changed since last
report)
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 issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT APRIL 28, 1995
----------------- -----------------------------
Common Stock, par value 12,794,990 shares
$.000009 per share
2
QUADRAX CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FORM 10-Q
PAGE
PART I - FINANCIAL INFORMATION
Item 1 -- Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at March 31, 1995 and at December 31, 1994 . . . . . . . . . . . . . 3-4
Condensed Consolidated Statements of Operations for
the three months ended March 31, 1995 and April 3,
1994 and the period from March 6, 1986 (date of incorporation) to March 31, 1995 . . . . . . . . . . . . . . 5
Condensed Consolidated Statements of Cash Flows for
the three months ended March 31, 1995 and April 3,
1994 and the period from March 6, 1986 (date of incorporation) to March 31, 1995 . . . . . . . . . . . . . 6-7
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9
Item 2 -- Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-11
PART II - OTHER INFORMATION
Item 1 -- Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6 -- Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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QUADRAX CORPORATION
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
CONSOLIDATED BALANCE SHEETS
ASSETS
MARCH 31, DECEMBER 31,
1995 1994
------------- --------------
Current assets:
Cash and cash equivalents $ 1,186,361 $ 382,721
Accounts receivable 1,258,699 224,180
Inventories:
Raw materials 464,581 1,059,213
Work in process 555,890 212,573
------------- -------------
1,020,741 1,271,786
Other current assets 74,782 81,756
------------- -------------
TOTAL CURRENT ASSETS 3,540,583 1,960,443
------------- -------------
Property and equipment, at cost:
Machinery and equipment 4,053,480 3,875,955
Office equipment 733,458 689,944
Leasehold improvements 1,035,513 1,035,513
------------- -------------
5,822,451 5,601,412
Less accumulated depreciation and amortization 3,105,033 2,984,104
------------- -------------
NET PROPERTY AND EQUIPMENT 2,717,418 2,617,308
------------- -------------
Receivables from officers and employees 54,728 54,728
Non-competition agreement 607,500 641,250
Goodwill 700,244 709,142
Other assets 367,855 507,855
License agreement 600,000 600,000
Patents, net of amortization 167,472 169,437
------------- -------------
TOTAL ASSETS $ 8,755,800 $ 7,260,163
============= =============
See accompanying notes.
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4
QUADRAX CORPORATION
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
MARCH 31, DECEMBER 31,
1995 1994
------------ ---------------
Current liabilities:
Accounts payable $ 1,672,735 $ 1,166,178
Accrued expenses 996,148 1,547,986
Notes payable to related party 885,000 135,000
Notes payable 290,000 310,000
------------ ------------
TOTAL CURRENT LIABILITIES 3,843,883 3,159,164
Note payable to related party 540,000 540,000
------------ ------------
TOTAL LIABILITIES 4,383,883 3,699,164
------------ ------------
Stockholders' equity:
Original convertible preferred stock 7 7
Common stock 104 92
Additional paid-in capital 51,512,117 48,356,319
Deficit accumulated during development stage (45,577,002) (44,090,478)
------------ ------------
5,935,226 4,265,940
Less:
Treasury stock, at cost: (993,009) (243,009)
Unearned compensation and deferred expenses (85,800) (123,932)
Note receivable for options (484,500) (338,000)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 4,371,917 3,560,999
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 8,755,800 $7,260,163
============ ============
See accompanying notes.
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5
QUADRAX CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative
March 6, 1986
Three months Three months (Date of
Ended Ended incorporation) to
March 31, 1995 April 3, 1994 March 31, 1995
--------------- -------------- ---------------------
Revenue:
Product sales $ 1,074,643 $ 74,047 $ 6,400,445
Interest income 8,995 2,007 1,400,357
Other income 0 0 68,408
------------ ----------- ------------
TOTAL REVENUE 1,083,638 76,054 7,869,210
------------ ----------- ------------
Expenses:
Cost of goods sold 714,420 27,012 2,614,060
Research and development 236,074 399,309 13,661,892
Selling, general and administrative 1,411,606 672,646 20,594,922
Depreciation and amortization 203,672 195,827 7,091,821
Interest expense 4,390 4,239 454,529
Loss on investment 0 0 165,350
Non-recurring financing
related expenses 0 1,449,851 5,568,733
------------ ----------- ------------
TOTAL EXPENSES 2,570,162 2,748,884 50,151,307
------------ ----------- ------------
NET LOSS FROM CONTINUING
OPERATIONS $(1,486,524) $(2,672,830) $(42,282,097)
Discontinued operations:
Net loss from discontinued
operations 0 0 (2,509,968)
Loss on disposal of laser segment 0 0 (579,848)
------------ ----------- ------------
NET LOSS $(1,486,524) $(2,672,830) $(45,371,913)
============ =========== ============
NET LOSS PER COMMON SHARE $(0.14) $(0.73)
=========== ===========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 10,779,444 3,649,857
========== ===========
See accompanying notes.
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QUADRAX CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(UNAUDITED)
Cumulative
March 6, 1986
Three months Three months (Date of
Ended Ended incorporation) to
March 31, 1995 April 3, 1994 March 31, 1995
-------------- -------------- -----------------
Cash flows from operating activities:
Net loss $(1,486,524) $(2,672,830) $(45,546,913)
Adjustments to reconcile net income
to net cash used
in operating activities:
Depreciation & amortization
of fixed assets 120,929 156,776 3,817,391
Amortization of intangibles 44,613 1,155 720,889
Amortization of unearned compensation 0 14,946 1,702,774
Amortization of deferred expense 38,132 22,250 589,957
Amortization of deferred debt expense 0 0 573,526
Common stock issued for consulting
services 34,616 787,500 2,348,505
Common stock issued for interest 0 0 132,236
Common stock issued for financing
related expenses 0 0 2,028,607
Loss on retirement of fixed assets 0 0 74,089
Loss on disposal of laser segment 0 0 579,848
Loss on investment 0 0 176,900
Cancellation of indebtedness 0 26,835 286,245
Provision for loss contract 0 (142,394) 0
Effect on cash flows of changes in
assets and liabilities:
Accounts receivable and other (1,034,519) 69,723 (1,304,883)
Inventories 251,045 (42,079) (683,992)
Prepaid expenses and other assets 6,974 9,812 (30,370)
Receivables/payables from officers
and employees 0 0 39,657
Accounts payable 506,557 184,431 1,594,924
Accrued expenses (551,838) 85,147 951,148
Non-current liabilities 0 328,125 0
----------- ----------- -----------
Net cash used in operating
activities (2,070,015) (1,170,603) (31,949,462)
----------- ----------- -----------
Cash flows from investing activities:
Notes receivable - officers and employees 0 0 (90,783)
Investments 0 11,550 148,100
Capital expenditures, net (221,039) (208,996) (6,456,975)
Other intangible assets 0 (793) (874,492)
Payments for businesses acquired 140,000 0 (260,029)
net of cash acquired
----------- ----------- -----------
Net cash provided by (used in)
investing activities (81,039) (198,239) (7,534,179)
----------- ----------- -----------
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7
Cash flows from financing activities:
Proceeds from exercise of common
stock warrants, net 0 2,400 13,550,571
Proceeds from exercise of common
stock options 25,300 0 57,570
Net proceeds from rights offering 0 0 2,684,217
Sales of common stock 0 0 98,762
Issuance of preferred stock 0 0 12
Net proceeds from initial public offering 0 0 4,740,022
Net proceeds from sale of stock
and warrants 2,949,394 0 12,761,228
Issuance of debt 0 1,000,000 8,521,653
Repayment of debt (20,000) 0 (1,569,031)
Shares acquired for treasury stock 0 0 (175,000)
Dividend payment on preferred
stock (series A) 0 0 (2)
---------- ---------- -----------
Net cash provided by financing
activities 2,954,694 1,002,400 40,670,002
---------- ---------- -----------
Net increase (decrease) in cash and cash 803,640 (366,442) $1,186,361
equivalents ==========
Cash and cash equivalents at beginning of period 382,721 668,781
---------- -----------
Cash and cash equivalents at end of period $1,186,361 $302,339
=========== ============
See accompanying notes
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8
QUADRAX CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE THREE MONTHS ENDED
MARCH 31, 1995 AND APRIL 3, 1994
(UNAUDITED)
SUPPLEMENTAL SCHEDULE OF SIGNIFICANT NONCASH TRANSACTIONS:
1995:
The Company assumed $750,000 of debt due its former chairman from
Conagher & Co., Inc. (See Note 4), for Conagher's purchase of the original
preferred stock in 1994.
1994:
None.
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9
QUADRAX CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The unaudited condensed consolidated financial statements presented
herein have been prepared in accordance with the instructions to Form
10-Q and do not include all of the information and note disclosures
required by generally accepted accounting principles. In the opinion
of management, such condensed consolidated financial statements
include all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the Company's financial
position as of March 31, 1995 and the results of operations for the
three months ended March 31, 1995 and April 3, 1994. The results of
operations for the three month period ended March 31, 1995 may not be
indicative of the results that may be expected for the year ending
December 31, 1995. It is suggested that these Condensed Consolidated
Financial Statements be read in conjunction with the Consolidated
Financial Statements and the notes thereto included in the Company's
latest annual report to the Securities and Exchange Commission on
Form 10-KSB and amended by Form 10-KSB/A for the year ended December
31, 1994.
The Company converted its fiscal year, effective December 31, 1994,
from a 52-53 week period ending on the Sunday closest to December 31
to a calendar year ending December 31. By accounting for its
activities on a 52-53 week period in prior years, its fiscal year end
and the fiscal quarters did not necessarily fall on the respective
month-ends for each fiscal quarter. All references to years in these
notes to consolidated financial statements represent fiscal years
unless otherwise noted.
2. Notes Payable
The Company's notes payable consist of notes due totaling $290,000;
one is a non-interest bearing note for $250,000 due regarding the
acquisition of certain assets and liabilities of Time Sports, the
others are 10% interest bearing notes totaling $40,000 due to the
holders of subordinated debentures issued by the Company pursuant to
Regulation D during fiscal 1994.
3. Shareholders Equity
The Company's capital shares are as follows:
Original Convertible Preferred Stock, $.01 par value, 1,172 shares
authorized at March 31, 1995 and December 31, 1994, 318 and 516 shares
issued and outstanding at March 31, 1995 and December 31, 1994,
respectively. During the three months ended March 31, 1995, 198 shares
of the Original Convertible Preferred Stock were converted to 75,268
shares of Common Stock.
Common Stock, $.000009 par value, 90,000,000 shares authorized at
March 31, 1995 and December 31, 1994, 12,772,866 and 10,249,066 shares
issued at March 31, 1995 and December 31, 1994, respectively and
12,452,061 and 9,928,261 shares outstanding at March 31, 1995 and
December 31, 1994, respectively.
On July 20, 1994, the Company amended its Certificate of Incorporation
to provide for a 1 - for - 10 reverse stock split, effective July 20,
1994. All number of shares of Common Stock and
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10
related per share amounts in the accompanying consolidated financial
statements and notes thereto have been adjusted to reflect this
reverse split.
4. Changes in Control
On February 13, 1995, the Company entered into an agreement with
Pattinson Hayton, III, the Company's former Chairman, and two of his
affiliated companies, Conagher & Co., Inc., a California corporation
(Conagher), Allied-Asian Consolidated Limited, a Hong Kong corporation
(Allied-Asian), Richard A. Fisher, who preceded Mr. Hayton as the
Company's Chairman of the Board, and who was also the Company's former
Chief Executive Officer and General Counsel, and James J. Palermo,
the Company's current Chairman of the Board and Chief Executive
Officer. The details of this transaction have been described in the
Company's Form 10-KSB/A for the fiscal year 1994 (See Changes in
Control and Related Transactions and Note 10 to the Consolidated
Financial Statements -- Changes in Control) which are incorporated
here and by this reference.
5. Related Party Transactions
During the period ended March 31, 1995, the Company's former Chief
Executive Officer, Richard A. Fisher, exercised options covering
93,918 shares of the Company's common stock delivering notes therefore
aggregating $146,500.
In connection with the repurchasing of the voting control over the
Company from Pattinson Hayton, III and his affiliated corporate
entities (See Note 4 above), the Company assumed the obligation of
Conagher & Co. to pay the former chief executive officer $750,000 for
the convertible preferred stock which he had previously sold to
Conagher & Co. The note is payable in monthly installments of $75,000
plus interest, over a 10 month period commencing April 1995, provided
that payments are not due if the Company does not have working capital
of at least $500,000, and provided further that additional payments
are due if the Company receives certain levels of additional equity
financing.
Also during the period ended March 31, 1995, the Company's former
Chief Executive Officer, Richard A. Fisher's severance agreement dated
September 30, 1994 was amended to reflect a commitment by the Company
to issue an additional 100,000 shares of its common stock upon the
effective date of a registration statement to be filed with the
Securities and Exchange Commission.
6. Earnings Per Share
For the fiscal quarters ending March 31, 1995 and April 30, 1994, the
net loss per share was computed using the weighted number of average
shares outstanding during the respective periods. Common Stock
equivalents did not enter into the computation because the impact
would have been anti-dilutive.
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ITEM II
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations for Quarter Ended March 31, 1995 as compared to Quarter
Ended April 3, 1994
The Company is a development stage company. The Company's net loss
from operations for the quarter ended March 31, 1995 ("1995 first quarter") of
approximately $1,487,000 was approximately $1,186,000 less than its net loss
from operations of approximately $2,673,000 for the quarter ended April 3, 1994
("1994 first quarter"). This decrease was the result of the non-recurring costs
associated with the proposed acquisition of the Company's assets by Applied
Laser Systems which was terminated in May 1994.
Total revenue recognized during the 1995 first quarter was $1,084,000
compared to $76,000 in the 1994 first quarter. This increase of $1,012,000 or
1,332 percent from the 1994 first quarter results from the Company shipping
product to its defense related customers in the approximate amount of $725,000.
Additionally, $181,000 of Wimbledon related products were sold in the 1995
first quarter and the balance of the sales increase results primarily from
consumer related sporting goods customers who are beginning to utilize the
Company's materials in their products.
Costs of goods sold for the first quarter of 1995 of $714,000 reflect
costs associated with the defense and consumer products which the Company
shipped in the 1995 first quarter. The cost of goods sold for the 1994 first
quarter reflect monies the Company expended relating to an athletic shoe
program which began in 1993 and terminated in early 1994.
Research and development expenses were $236,000 in the 1995 first
quarter, a decrease of $163,000 as compared to $399,000 in the 1994 first
quarter. The reason for this decrease is that the Company capitalized $175,000
of tooling development expenditures it incurred during the 1995 first quarter
for commercial products which had no shipments during this period.
Selling, general and administrative expenses increased by $739,000 to
$1,412,000 in the 1995 first quarter. The reason for this increase is as
follows:
1) The Company's sales and marketing costs increased $357,000 in
the 1995 first quarter and these expenditures were monies the
Company used for its Wimbledon division, which it acquired in
November, 1994.
2) The Company's general and administrative costs increased
$338,000. The reasons for this are two fold; first are the
general and administrative costs attributable to the Wimbledon
and McManis Sports divisions acquired in November, 1994. The
administrative costs attributable to these divisions are
$100,000 and $97,000, respectively. Second, the corporate
general and administrative costs increased $141,000 in the
1995 first quarter and are primarily attributable to increased
travel costs, $72,000; rent, $41,000; and utilities, $45,000.
The rent and utility cost increases are due to accounting
reclassifications. In the 1994 first quarter, these costs were
allocated to various overhead departments in cost of sales and
research and development. In the 1995 first quarter they were
not.
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12
Depreciation and amortization expense increased by $8,000 to $204,000
in the first quarter of 1995.
Interest expense for both the first quarter of 1995 and the first
quarter of 1994 was $4,000.
Non-recurring financing related costs recognized in the first quarter
of 1994 totaled $1,450,000 and relate to the Asset Acquisition Agreement
between the Company and Applied Laser Systems which was terminated by mutual
agreement in May, 1994. Included in these costs is 170,000 shares of the
Company's common stock valued at $1,116,000 ($6.56 per share) issued or to be
issued to the Company's investor relations consultant. Other costs incurred
were for various professional services. During the 1995 first quarter, no such
expenses were incurred by the Company in that the costs relating to the
Conagher & Co., Inc. financing, which was terminated in February, 1995, (See
Note 4 -- Changes in Control) were reserved for as of December 31, 1994.
Financial Position, Liquidity and Capital Resources
The Company's working capital at March 31, 1995, increased
approximately $1,435,000 from December 31, 1994, due to the Company's
successful efforts to raise money from outside third party sources and the
additional sales the Company has generated during the 1995 first quarter. At
March 31, 1995, the Company had a working capital deficit of approximately
$303,000 as compared to a working capital deficit of $1,199,000 at December 31,
1994. The Company is continuing to pursue the goal of changing its strategic
objective to becoming a vertically integrated supplier to OEMO's and end users
of consumer products and components manufactured from its proprietary materials
systems.
Cash provided by financing activities during the first three months of
1995 totaled approximately $2,955,000 compared to $1,002,000 during the same
period of 1994. The primary source of these funds in 1995 was $2,949,000 from
sales of common stock to outside third parties including Conagher & Co. Inc.
The 1994 financing monies raised were attributable to monies advanced by
Applied Laser Systems which was subsequently discharged by Conagher & Co., Inc.
for the benefit of the Company.
The Company received a going concern qualification from its outside
independent auditors on its 1994 audited financial statements. While the
Company believes it has made and will continue to make substantial progress
towards achieving profitability, the results to date have not yet been
sufficient to negate the auditors' qualifications. The Company's management is
of the opinion that it will be able to continue to raise money from outside
third party sources in sufficient amounts to support its operations until the
time that the forecasted revenues for future periods materialize from programs
in which the Company is involved. There is no assurance that the Company's
efforts to raise money will be successful or that the forecasts will be
achieved. There will usually be differences between the forecast and actual
results because events and circumstances frequently do not occur as expected
and those differences may be material. Because the Company is still in the
development stage, it is difficult to predict accurately the amount of revenues
that will be generated, the amount of expenses that will be required by its
operations or its ability to raise additional capital.
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13
It is difficult for the Company to predict with accuracy the point at which the
Company will no longer require a going concern qualification due to the
difficulty of predicting accurately the amount of revenues that the Company
will generate, the amount of expenses that will be required by its operations,
and the Company's ability to raise additional capital. The Company believes,
however, that under its current business plan, its revenues and earnings will
be sufficient to make the going concern qualification unnecessary by December
31, 1996.
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QUADRAX CORPORATION
PART II - OTHER INFORMATION
Item 1 -- Legal Proceedings
As of the date of this Amendment No. 1 to this Form 10-QSB, the
Securities and Exchange Commission is conducting two informal investigations of
the Company for activities occurring in 1994 and 1995. The following
discussion is based on information learned by the Company as a result of its
involvement in the Commission's activities. There may be other significant
information regarding these matters of which the Company is, at the time, not
aware.
One inquiry, being conducted by the Commission's Denver officer, is
believed to have as its principal focus, insofar as it relates to the Company,
activities by the Company's former Chairman of the Board involving certain
transactions in the Company's stock and certain expenditures of the Company
funds, during his term as Chairman, from July 1994 through February 1995. A
second inquiry, being conducted under the supervision of the Commission's
Boston office, is believed to focus, insofar as it relates to the Company, on
certain activities involving the Company's public relations consultant
beginning January 1994. While the Company's contract with its public relations
consultant nominally extends until January 1996, the Company is no longer using
the services of the consultant to any significant degree and does not expect to
extend the contract for his services beyond the date of the current contract.
The Company has cooperated with the inquiries described above,
providing documents and other information in response to the Staff's requests.
At this time, the Company does not know what conclusions the Staff will reach
or what action, if any, the Staff will recommend to the Commission upon the
termination of the two inquiries.
Item 6 -- Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(Electronic Filing Only)
(b) Reports on Form 8-K
None since Form 10-KSB/A for fiscal year ended
December 31, 1994 was filed on April 24, 1995.
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QUADRAX CORPORATION
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.
QUADRAX CORPORATION
(Registrant)
By: /s/ James J. Palermo Date: January 17, 1996
-----------------------------------------
James J. Palermo, Chairman and
Chief Executive Officer
By: /s/ Edward A. Stoltenberg Date: January 17, 1996
-----------------------------------------
Edward A. Stoltenberg,
Acting Chief Financial Officer (Principal
Accounting Officer)
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
----------- ---------------- --------------
27.1 Financial Data Schedule
(Electronic Filing Only)
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