UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended: March 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to _________________
Commission File Number: 000-29645
AMNIS SYSTEMS INC.
(Exact name of small business issuer as specified in its charter)
Delaware 94-3402831
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
3450 Hillview Avenue, Palo Alto, California 94304
(Address of principal executive offices, including zip code)
Issuer's telephone number, including area code: (650) 855-0200
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of each of the issuer's classes of common
equity as of May 3, 2002: 18,464,237 shares of Common Stock.
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
1
INDEX TO FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheet as of March 31, 2002 and December
31, 2001
Unaudited Condensed Consolidated Statement of Operations for the three-month
periods ended March 31, 2002 and March 31, 2001
Unaudited Condensed Consolidated Statement of Cash Flows for the three-month
periods ended March 31, 2002 and March 31, 2001
Notes to Unaudited Consolidated Financial Statements
AMNIS SYSTEMS INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
==================================================================================================================================
March 31, 2002 Dec 31, 2001
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ASSETS
CURRENT ASSETS:
Cash $ 608,890 $ 48,467
Accounts receivable, net of allowance for doubtful accounts
of $236,000 for 2002 and 2001, respectively 38,879 371,517
Note Receivable 0 500,000
Inventories 656,232 624,056
Prepaid expenses and other 308,130 82,734
- ----------------------------------------------------------------------------------------------------------------------------------
Total current assets 1,612,131 1,626,774
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PROPERTY AND EQUIPMENT
Machinery and equipment 1,894,221 1,919,634
Demonstration equipment 456,648 452,188
Furniture and fixtures 494,700 498,796
Leasehold improvements 351,111 351,111
- ----------------------------------------------------------------------------------------------------------------------------------
3,196,680 3,221,729
Less: Accumulated depreciation and amortization (3,052,388) (3,069,937)
- ----------------------------------------------------------------------------------------------------------------------------------
Property and equipment, net 144,292 151,792
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS 84,890 84,890
- ----------------------------------------------------------------------------------------------------------------------------------
$ 1,841,313 $ 1,863,456
==================================================================================================================================
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Financing obligations collateralized by accounts receivable $ 576,832 $ 1,029,283
Accounts payable - moratorium 1,461,500 1,561,500
Accounts payable - other 347,091 932,866
Accrued Salaries 112,220 766,286
Accrued Vacation 200,427 274,833
Accrued Interest Payable 87,364 381,104
Notes Payable 0 250,000
Stockholders' notes payable 105,000 3,309,375
Convertible notes payable 3,547,917 0
Discount on convertible note payable (1,862,657) 0
Deferred rent 80,486 108,892
Deferred revenue 39,163 59,095
Other Accrued Expenses 256,990 302,237
- ----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 4,952,332 8,975,471
LONG-TERM LIABILITIES:
Sublease deposits 72,800 72,800
Convertible note payable 500,000 500,000
Discount on convertible note payable (267,045) (305,195)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Liabilities 5,258,087 9,243,076
- ----------------------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' (DEFICIT):
Preferred stock, 20,000,000 authorized; none outstanding in March, 2002 and December, 2001
Common stock, $0.0001 par value:
Authorized - 100,000,000 shares in Mar. 2002 and Dec. 2001, respectively
Issued and outstanding - 17,960,414 and 12,947,082 for Mar 2002 and Dec 2001, respectively 1,796 1,295
Additional Paid-in Capital 18,329,715 12,259,729
Accumulated deficit (21,748,287) (19,640,644)
- ----------------------------------------------------------------------------------------------------------------------------------
Total stockholders' deficit (3,416,775) (7,379,620)
- ----------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's deficit $ 1,841,313 $ 1,863,456
==================================================================================================================================
F-1
AMNIS SYSTEMS INC.
CONSOLIDATED STATEMENT OF OPERATIONS
==================================================================
For the First Quarter Ended March 31, 2002 2001
- ------------------------------------------------------------------
SALES $ 246,071 $ 1,333,858
COST OF GOODS SOLD 287,496 803,192
- ------------------------------------------------------------------
Gross margin (41,425) 530,666
OPERATING EXPENSES
Research and development 175,359 666,017
Sales and marketing 440,572 742,565
General and administrative 721,313 526,428
- ------------------------------------------------------------------
1,337,244 1,935,010
- ------------------------------------------------------------------
Loss from operations (1,378,669) (1,404,344)
OTHER INCOME (EXPENSE)
Interest expense, net (769,457) (183,058)
Other, net 42,083 42,489
- ------------------------------------------------------------------
Total other (expense) (727,374) (140,569)
- ------------------------------------------------------------------
Income Tax (1,600)
NET LOSS $(2,107,643) $(1,544,913)
==================================================================
BASIC AND DILUTIVE LOSS PER SHARE $ (0.14) $ (0.23)
==================================================================
F-2
AMNIS SYSTEMS INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
=======================================================================================================
For the Quarter Ended March 31, 2002 2001
- -------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,107,643) $(1,544,913)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock options for services 277,751 0
Interest expense exchanged for stock 25,890
Interest expense exchanged for debt 343,542
Employee salaries exchanged for stock 325,429
Depreciation and amortization 14,599 113,597
Amortization of discount on note payable 659,036
Loss on disposal of property and equipment 1,627 0
Provision for doubtful accounts 0 37,650
Provision for excess and obsolete inventories 12,254 282,620
Decrease (increase) in accounts receivable 332,638 (410,319)
Increase in inventories (44,430) (189,872)
Decrease (increase) in prepaid expenses and other assets (225,396) 30,039
Decrease in debt issue costs 0 140,000
Decrease in accounts payable moratorium (100,000) (14,173)
Decrease in accounts payable (585,775) (439,920)
Increase (decrease) in accrued salaries 9,841
Decrease in accrued vacation (74,406) (27,994)
Increase (decrease) in accrued interest (293,740) 241,725
Increase in reserve for sales adjustment 0 250,471
Decrease in deferred rent (28,406) 0
Decrease in deferred revenue (19,932) 22,823
Decrease in other accrued liabilities (45,247) 260,560
- -------------------------------------------------------------------------------------------------------
Net cash used in operating activities (1,532,209) (1,237,865)
- -------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (8,726) (26,687)
- -------------------------------------------------------------------------------------------------------
Net cash used in investing activities (8,726) (26,687)
- -------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from stockholders 0 888,027
Proceeds from financing obligations collateralized by accounts receivable 763,280 465,167
Payments on financing obligations collateralized by accounts receivable (1,215,731) (465,122)
Proceeds from issuance of common stock 2,236,265 7,047
Costs incurred to secure capital (182,456)
Proceeds from note receivable 500,000 0
Proceeds from notes payable 0 250,000
Payment on notes payable 0 (83,042)
Payment on capital lease obligation 0 (571)
- -------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 2,101,358 1,061,506
- -------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 560,423 (203,046)
CASH AND CASH EQUIVALENTS, beginning of year 48,467 214,766
- -------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 608,890 $ 11,720
=======================================================================================================
NON CASH INVESTING AND FINANCING ACTIVITIES:
Stock options issued for services 277,751 0
Accrued salaries exchanged for common stock 979,495 0
Debt and accrued interest exchanged for common stock 275,890 0
Convertible note payable and interest in exchange for note payable 3,547,917 0
Discount on convertible note payable 2,483,542 0
=======================================================================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 2,400 $ 0
Cash paid for interest $ 101,147 $ 53,018
=======================================================================================================
F-3
AMNIS SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
The accompanying unaudited interim
consolidated financial statements reflect all
adjustments that are, in the opinion of
management, necessary to present fairly the
financial position, results of operations,
and cash flows of the Company for the periods
indicated. All adjustments for the first
quarter ended March 31, 2002 were of a
recurring nature. The accompanying unaudited
interim consolidated financial statements
have been prepared in accordance with the
instructions for Form 10-QSB and, therefore,
do not include all information and footnotes
necessary for a complete presentation of the
financial position, results of operations,
and cash flows for the Company, in conformity
with accounting principles generally accepted
in the United States of America. The Company
has filed audited financial statements that
include all information and footnotes
necessary for such a presentation of the
financial position, results of operations and
cash flows for the fiscal years ended
December 31, 2001 and 2000, with the
Securities and Exchange Commission.
It is suggested that the accompanying
unaudited interim consolidated financial
statements be read in conjunction with the
aforementioned audited consolidated financial
statements. The unaudited interim
consolidated financial statements contain all
normal and recurring entries. The results of
operations for the interim period ended March
31, 2002 are not necessarily indicative of
the results to be expected for the full year.
NOTE 1 DESCRIPTION OF COMPANY Amnis Systems Inc., a Delaware consolidated
corporation, makes hardware and software
products for the creation, management and
transmission of compressed high-quality
digital video over broadband computer
networks. Our products are distributed
worldwide through a network of value added
resellers, or VARs, system integrators and
original equipment manufactures, or OEMs. Our
products are used in diverse applications
such as interactive distance learning,
corporate training, video content
distribution, video surveillance and
telemedicine.
NOTE 2 GOING CONCERN We are subject to a number of business risks
affecting companies at a similar stage of
development, including competition from
companies with greater resources and
alternative technologies, the ability to
obtain financing to fund future operations,
dependence on new product introductions in a
rapidly changing technological environment,
dependence on a limited number of customers,
dependence on key employees and the
ability to attract and retain additional
qualified personnel.
F-4
AMNIS SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
================================================================================
NOTE 2 GOING CONCERN The accompanying financial statements have
(CONTINUED) been prepared assuming that the Company will
continue as a going concern. The
stockholders' equity of the Company, after
the April 16, 2001 merger with Optivision,
Inc. (Optivision), has resulted in a
substantial deficit that is compounded by its
working capital deficit of $3,340,202 at
March 31, 2002 and negative cash flow from
operations. These factors raise substantial
doubt about the Company's ability to continue
as a going concern. There is no assurance
that the Company will be able to achieve
successful operations, obtain sufficient
financing or obtain a line of credit. The
accompanying financial statements do not
include any adjustments that might result
from the outcome of these uncertainties.
NOTE 3 SUMMARY OF SIGNIFICANT PRINCIPLES OF CONSOLIDATION
ACCOUNTING POLICIES
The financial statements include the accounts
of Amnis Systems Inc. and its wholly-owned
subsidiary Optivision, Inc. All significant
intercompany accounts and transactions have
been eliminated in consolidation.
RISKS DUE TO CONCENTRATION OF SIGNIFICANT
CUSTOMERS
Historically, a substantial portion of our
revenues has come from large purchases by a
small number of customers. If we lose one or
more of our key customers or experience a
delay or cancellation of a significant order
or a decrease in the level of purchases from
any of our key customers, our net revenues
could decline and our operating results and
business could be harmed. In addition, our
net revenues could decline and our operating
results and business could be harmed if we
experience any difficulty in collecting
amounts due from one or more of our key
customers. During 2001 and 2000, our top four
customers accounted for 52% and 44% of our
net revenues, respectively. Additionally, as
of December 31, 2001 and 2000, approximately
44% and 45%, respectively, of our accounts
receivable were concentrated with five
customers. During the three months ended
March 31, 2002, Optivision's top five
customers accounted for 58% of our net
revenues and during the three months that
ended March 31, 2001, three customers
accounted for 78% of net revenues. As of
March 31, 2002, approximately 71% of our
accounts receivable were concentrated with
seven of our customers.
INVENTORIES
Inventories are stated at the lower of cost
(first-in, first-out) or market. Provision
has been made to reduce obsolete inventories
to their net realizable value. Inventories
contain components and assemblies in excess
of the Company's current estimated
requirements and these are reserved for at
March 31, 2002. Due to competitive and market
pressures, it is reasonably possible that
estimates could change in the future.
Inventories consist of the following:
F-5
AMNIS SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
================================================================================
NOTE 3 SUMMARY OF SIGNIFICANT INVENTORIES (CONTINUED)
ACCOUNTING POLICIES
(CONTINUED) Raw Materials $ 262,067
Work-in-process 499,339
Demonstration Inventory 118,905
---------------------------------------------
880,311
Reserve for inventory obsolescence
and demonstration inventory
refurbishing costs (224,079)
---------------------------------------------
$ 656,232
=============================================
Certain of the Company's products contain
components that are supplied by a limited
number of third parties. While the Company
has an inventory of these components, any
significant prolonged shortage of these
components, or the failure of these suppliers
to maintain or enhance these components could
materially adversely affect the Company's
results of operations.
NOTE 4 ACCOUNTS PAYABLE- On January 30, 2002, we successfully
MORATORIUM negotiated a work-out agreement plan with the
creditors of Optivision Inc., under which the
Company will pay the creditors of Optivision
Inc. $0.35 for every $1.00 owed on debt
listed on the balance sheet as Accounts
Payable-moratorium. As of the date of this
report, the Company was current with all
payments under the agreement. Per the
agreement, the debt is to be settled in
monthly payments by June 30, 2002.
NOTE 5 CONVERTIBLE NOTES On January 14, 2002, the Company issued
PAYABLE a convertible note in the principal amount of
$ 3,547,917 to Mr. Michael A. Liccardo, our
president, chief executive officer, and
chairman of the board of directors, in
exchange for the cancellation of certain
loans (including accrued interests thereon)
that Mr. Liccardo had made to Optivision Inc.
to meet current operating expenses. At any
time, Mr. Liccardo may elect to convert the
note to Common stock of the Company at $ 0.35
per share, subject to adjustment.
Since there are multiple components of the
debenture, value was added to each component
(Conversion feature and Debenture) based on
their respective values. A discount on the
debenture was calculated by the difference
between the purchase price of the conversion
and the current trading price of the stock.
The total discount is $ 2,483,542 and will be
amortized over the maturity of the debenture.
The carrying value of this debenture
approximates its fair value.
F-6
AMNIS SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
================================================================================
NOTE 6 LOSS PER SHARE The basic loss per share was calculated based
on a weighted average number of shares
outstanding of 15,400,188 and 6,782,719 at
March 31, 2002 and 2001, respectively. Since
we have a loss for all periods presented, net
loss per share on a diluted basis is
equivalent to basic net loss per share
because the effect of converting stock
options, warrrants, convertible debt and
other common stock equivalents would be
anti-dilutive.
NOTE 7 FINANCING In February 2002, we issued and sold to three
qualified investors a total of 225,000 units,
each unit consisting of ten shares of our
common stock, subject to adjustment, and one
warrant to purchase three shares of our
common stock at an exercise price of $ 0.90
per share, subject to adjustment, for a total
of $ 1,800,000.
In February 2002, we issued 10,000 shares of
our common stock to a corporate service
provider for the engagement of the service
provider for certain services to be rendered
to us over a three month period.
In March 2002, we issued and sold to a
corporate investor 275,890 shares of our
common stock at $ 1.00 per share in exchange
for the cancellation of certain loans that
the investor had made to us (including all
accrued interest thereon).
F-7
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
This information is contained on pages F-1 through F-7 of this report and
is incorporated into this Item 1 by reference.
In our management's opinion, all adjustments necessary for a fair
presentation of the statements of the results for the interim period have been
included.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
our financial statements and the related notes included elsewhere in this
report.
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, with respect to future events, the
outcome of which is subject to certain risks, including the risk factors set
forth below in addition to the other information set forth herein.
The inclusion of forward-looking statements should not be regarded as a
representation by us, or any other person, that such forward-looking statements
will be achieved. We undertake no duty to update any of the forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of the foregoing, readers are cautioned not to place undue reliance on
the forward-looking statements contained in this report.
RESULTS OF OPERATIONS
Our revenues for the three months ended March 31, 2002 decreased to
$246,071 from $1,333,858 for the three months ended March 31, 2001, due to
delayed decision-making late in our sales cycle that postponed several large
deals beyond our first quarter of 2002.
As a result of converting certain notes payable to convertible debenture
our net loss of $2,107,643 for the three months ended March 31, 2002 increased
by 36 % over the prior year first quarter loss of $1,544,913.
Although cost of goods sold decreased from $803,192 for the three months
ended March 31, 2001 compared to $287,496 for the three months ended March 31,
2002, we experienced a negative gross margin since revenues were not sufficient
to cover our manufacturing overhead.
2
Research and development expenses were $175,359 for the three months ended
March 31, 2002 as compared to $666,017 for the three months ended March 31,
2001, a decrease of 280%. This decrease is in line with cost reductions
necessary as a result of the economic slowdown and our revenue slowdown. We do
expect modest increases in future quarters to support development of the new
network digital video products.
Sales and marketing expenses for the three months ended March 31, 2002 were
$440,572 as compared to $742,565 for the three months ended March 31, 2001, a
decrease of 68.5%. Again, this decrease is consistent with cost reductions
necessary as a result of the economic slowdown and our revenue slowdown. We do
however expect quarterly expenses to increase in light of our stronger emphasis
on trade show activity and increases in our sales organization.
General and administrative costs were $721,313 for the three months ended
March 31, 2002 as compared to $526,428 for the three months ended March 31,
2001, an increase of $194,885 due to a non-cash charge of $196,800 for
consulting contracts services.
Interest and other expense, net was $727,374 for the three months ended
March 31, 2002 as compared to $140,569 for the three months ended March 31,
2001. Higher non cash interest expense amounting to $659,036 resulted from the
convertible notes issued by Optivision, Inc. being converted by the terms of the
notes into equity on the effectiveness of the merger between Optivision and us
on April 16, 2001.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2002, we had cash and cash equivalents of $608,890. We
currently have no material commitments other than those under our operating
lease arrangements.
Our negative working capital position improved by more than $4 million in
the first quarter of 2002. This was due to approximately $1.8 million in new
financing which was received during this quarter. Working capital also improved
due to the cancellation of $938,424 in cash compensation owed to our employees
in exchange for the issuance of options to purchase shares of our common stock
and converting $ 3,204,375 of shareholder loans plus accrued interests of $
343,542 to convertible debenture. In addition, we cancelled a note for $250,000
and all accrued interest thereon in exchange for shares of our common stock,
which also strengthened our balance sheet. We also continue to reduce our debt
to our moratorium creditors in accordance with a workout agreement plan under
which we will pay the creditors of Optivision $0.35 for every $1.00 owed by June
30, 2002.
We will require additional funding to maintain operations and finance
growth to achieve our strategic objectives over the next 12 months. Our
management is actively pursuing increases to cash flows and additional sources
of financing and believes that such increases and additional financing will
generate sufficient cash flow to fund operations.
3
Subject to certain terms and conditions, we will receive an additional
investment of $500,000 in the form of a 12% secured convertible debenture upon
the declaration of effectiveness of the registration statement on Form SB-2 that
we filed with the Securities and Exchange Commission on March 22, 2002 and may
receive up to an additional $1.4 million from investment options and warrants
for the purchase of our common stock.
RISK FACTORS
As stated above, we need additional cash to support our investment in our
business. If we do not raise additional sufficient funds, we also may not be
able to fund expansion, take advantage of future opportunities, meet our
existing debt obligations or respond to competitive pressures or unanticipated
requirements. Financing transactions may include the issuance of equity or debt
securities, obtaining credit facilities, or other financing mechanisms. However,
the trading price of our common stock and the downturn in the U.S. stock and
debt markets could make it more difficult for us to obtain financing through the
issuance of equity or debt securities. Even if we are able to raise the funds
required, it is possible that we could incur unexpected costs and expenses, fail
to collect significant amounts owed to us, or experience unexpected cash
requirements that would force us to seek alternative financing. Further, if we
issue additional equity or debt securities, stockholders may experience
additional dilution or the new equity securities may have rights, preferences or
privileges senior to those of existing holders of our common stock.
The risk factors described above are not the only ones facing our company
and they should be read in conjunction with all other risk factors disclosed in
our previous reports filed with the Securities and Exchange Commission.
Additional risks not presently known to us, or that we currently deem
immaterial, may also impair our business operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The company is not a party to any pending legal proceedings nor is its
property subject to any pending legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On January 14, 2002, we issued a convertible note in the principal amount
of $3,547,916.62 to Michael A. Liccardo, our president, chief executive officer
and chairman of the board of directors, in exchange for the cancellation of
certain loans (including all accrued interest thereon) that Mr. Liccardo had
made to us to meet current operating expenses. The note bears interest at 10%
per annum and matures on January 14, 2003. At any time, Mr. Liccardo may elect
to convert the note into a number of shares of our common stock determined by
dividing the outstanding principal and interest on the note by $0.35. The $0.35
conversion price is subject to adjustment to a lower conversion price through
January 14, 2003, and is also subject to customary adjustment in the event of
stock splits, dividends, recapitalizations and the like.
4
In February 2002, we issued and sold to three qualified investors a total
of 225,000 units, each unit consisting of ten shares of our common stock,
subject to adjustment, and a warrant to purchase three shares of our common
stock at an exercise price of $0.90 per share, subject to adjustment, for a
total of $1,800,000.
In February 2002, we issued 10,000 shares of our common stock to a
corporate service provider for the engagement of the service provider for
certain services to be rendered to us over a three month period.
In March 2002, we issued and sold to a corporate investor 275,890 shares of
our common stock at $1.00 per share in exchange for the cancellation of certain
loans that the investor had made to us (including all accrued interest thereon).
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
4.01* Form of Convertible Note dated as of January 14, 2002 issued by
the Issuer to Michael A. Liccardo.
*Filed as an exhibit to the report on Form 8-K filed with the Securities and
Exchange Commission on January 14, 2002.
(b) Reports on Form 8-K
On January 14, 2002, we filed a report on Form 8-K announcing the issuance
of a convertible debenture in the principal amount of $500,000, investment
options for the purchase up to $500,000 of our common stock, and warrants
exercisable for up to 1,000,000 shares of our common stock in a private
financing arranged by Bristol DLP, LLC.
5
On March 4, 2002, we filed a report on Form 8-K announcing the issuance of
$1,800,000 in designated units of common stock and warrants to three investors
in a private placement transaction.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: May 15, 2002 AMNIS SYSTEMS INC.
By: /s/ Lawrence L. Bartlett
-----------------------------------
Lawrence L. Bartlett
Vice President, Secretary and
Chief Financial Officer
6