SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 January 31, 1997 or [ ] Transition report pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ________ COMMISSION FILE NUMBER 0-8485 Grip Technologies, Inc. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) California 95-1980894 - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION (I.R.S EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 10 Corporate Park, Suite 130 Irvine, California 92714 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (714) 252-8500 - -------------------------------------------------------------------------------- (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 ----- ----- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No ---- ---- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of the issuer's classes of common stock, as of January 31, 1997: 5,981,925 -2- INDEX PAGE PART I FINANCIAL INFORMATION Item 1 Consolidated Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statements 9 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II OTHER INFORMATION Item 4 Submission of Matters to Vote of Security Holders 13 Item 6 Exhibits and Reports on Form 8-K 13 Signatures -3- GRIP TECHNOLOGIES, INC. AND SUBSIDIARY -------------------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- ASSETS ------ January 31, 1997 July 31, 1996 ---------------- ------------- (Unaudited) CURRENT ASSETS: Cash $ 1,618 $ 16,975 Accounts receivable, net of allowance for doubtful accounts of $143,053 at January 31, 1997 and $190,669 at July 31, 1996 329,619 537,445 Inventories 603,266 506,995 Prepaids and other assets 24,399 31,625 ---------- ---------- Total current assets 958,902 1,093,040 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $575,813 at January 31, 1997 and $373,589 at July 31, 1996 852,481 887,242 INTANGIBLES, net of accumulated amortization of $1,023,778 at October 31, 1996 and $924,490 at July 31, 1996 1,124,132 1,223,420 ---------- ---------- $2,935,515 $3,203,702 ========== ========== The accompanying notes are an integral part of these balance sheets -4- GRIP TECHNOLOGIES, INC. AND SUBSIDIARY -------------------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------- January 31, 1997 July 31, 1996 ---------------- ------------- (Unaudited) CURRENT LIABILITIES: Short-term borrowings $ 310,000 $ 340,000 Current portion of long-term obligations 1,364,552 976,412 Amounts due stockholder 389,279 358,879 Accounts payable 474,034 528,392 Accrued liabilities 340,941 329,905 ---------- ---------- Total current liabilities 2,878,806 2,533,588 LONG-TERM OBLIGATIONS, net of current portion 297,189 337,072 ---------- ---------- Total liabilities 3,175,995 2,870,660 ---------- ---------- STOCKHOLDERS' EQUITY (DEFICIT): Series A convertible preferred stock Authorized -- 3,000,000 shares Issued and outstanding -- 887,500 shares at January 31, 1997 and 1,287,500 shares at July 31, 1996 887,500 1,287,500 Common stock Authorized -- 10,000,000 shares Issued and outstanding -- 5,981,925 shares at January 31, 1997 and 5,581,925 shares at July 31, 1996 5,854,040 5,454,040 Accumulated deficit (6,982,020) (6,408,498) ---------- ---------- Total stockholders' equity (deficit) (240,480) 333,042 ---------- ---------- $2,935,515 $3,203,702 ========== =========== The accompanying notes are an integral part of these balance sheets -5- GRIP TECHNOLOGIES, INC. AND SUBSIDIARY -------------------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (Unaudited) ----------- Six Months Ended January 31, Quarters Ended January 31, --------------------------- ------------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- NET SALES $2,174,734 $ 958,646 $1,107,808 $ 562,029 COST OF SALES 1,670,544 726,372 880,790 427,346 ---------- ---------- ---------- ---------- Gross profit 504,190 232,274 227,018 134,683 ---------- ---------- ---------- ---------- OPERATING EXPENSES: Selling 338,143 436,684 164,885 185,510 General and administrative 339,133 393,175 166,237 205,962 Research and development 21,191 21,942 14,378 6,000 Depreciation 202,224 92,429 104,026 55,128 Intangible amortization 99,288 70,942 49,644 49,644 ---------- ---------- ---------- ---------- 999,979 1,015,172 499,170 502,244 ---------- ---------- ---------- ---------- Loss from operations (495,789) (782,898) (272,152) (367,561) ---------- ---------- ---------- ---------- INTEREST AND OTHER Interest expense, net 89,914 76,083 52,131 35,971 Other expense (income) (13,781) - (13,781) - ---------- ---------- ---------- ---------- 76,133 76,083 38,350 35,971 ---------- ---------- ---------- ---------- Loss before income taxes (571,922) (858,981) (310,502) (403,532) PROVISION FOR INCOME TAXES 1,600 1,600 ---------- ---------- ---------- ---------- Net loss $ (573,522) $ (860,581) $ (310,502) $ (403,532) ========== ========== ========== ========== Net loss per common and equivalent share $ (0.10) $ (0.19) $ (0.05) $ (0.08) ========== ========== ========== ========== Weighted average common shares outstanding 5,649,316 4,454,779 5,716,708 4,784,990 ========== ========== ========== ========== The accompanying notes are an integral part of these statements -6- GRIP TECHNOLOGIES, INC. AND SUBSIDIARY -------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (Unaudited) ----------- Six Months Ended January 31, ---------------------------- 1997 1996 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(573,522) $(860,581) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 202,224 92,429 Intangible amortization 99,288 70,942 Decrease in accounts receivable 207,826 54,881 Increase in inventories (96,271) (64,302) (Increase) decrease in prepaids and other assets 7,226 (35,641) Decrease in accounts payable (54,358) (38,139) Increase (decrease) in accrued liabilities 11,036 (85,600) --------- --------- Net cash used in operating activities (196,551) (866,011) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (167,463) (193,109) Decrease in note receivable - 50,000 Organization costs - (2,900) --------- --------- Net cash used in investing activities (167,463) (146,009) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments on short-term borrowings (30,000) (460,000) Net increase in amounts due stockholder 30,400 60,647 Proceeds from long-term obligations 400,000 - Principal payments of long term obligations (51,743) (37,542) Proceeds from issuance of stock - 1,325,913 --------- --------- Net cash provided by financing activities 348,657 889,018 --------- --------- NET DECREASE IN CASH (15,357) (123,002) CASH, beginning of period 16,975 126,827 --------- --------- CASH, end of period $ 1,618 $ 3,825 ========= ========= The accompanying notes are an integral part of these statements -7- GRIP TECHNOLOGIES, INC. AND SUBSIDIARY -------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (Unaudited) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Six Months Ended January 31, ---------------------------- 1997 1996 ------- ------- Cash paid for interest $62,514 $46,438 ======= ======= On September 22, 1995, the Company completed the acquisition of USGRIPS, Inc., in exchange for 600,000 shares of Common Stock. The fair values of the assets acquired and liabilities assumed are as follows: Fair value of assets acquired: Accounts receivable $ 195,877 Inventories 194,077 Prepaids and other assets 4,830 Property and equipment 315,406 Goodwill 1,390,750 ---------- $2,100,940 ========== Liabilities assumed: Short-term borrowings $ 600,000 Accounts payable 266,211 Accrued liabilities 184,729 ---------- $1,050,940 ========== Fair market value of Common Stock issued $1,050,000 ========== The accompanying notes are an integral part of these statements -8- GRIP TECHNOLOGIES, INC. AND SUBSIDIARY -------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ JANUARY 31, 1997 ---------------- (Unaudited) 1. Basis of Presentation --------------------- The accompanying unaudited consolidated financial statements include the accounts of Grip Technologies, Inc. (the Company) and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company's management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company's consolidated financial position at January 31, 1997, the consolidated results of operations and cash flows for the quarters ended January 31, 1997 and 1996 have been included. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules of the Securities and Exchange Commission (SEC). These unaudited financial statements should be read in conjunction with the financial statements and related footnotes for the year ended July 31, 1996 included as part of the Company's Annual Report on Form 10-K (File No. 0-8485) filed with the SEC on November 12, 1996. The consolidated results of operations for the quarter ended January 31, 1997 are not necessarily indicative of the results to be expected for the full fiscal year. 2. Acquisition of USGRIPS, Inc. ---------------------------- On September 22, 1995, the Company acquired USGRIPS, Inc. (USG). In connection therewith, the Company issued 600,000 shares of Common Stock, valued at $1,050,000, to the two stockholders of USG, and agreed to issue up to an additional 400,000 shares over a three-year period pursuant to an earn-out formula based on the gross margins achieved by the acquired USG business. The acquisition has been accounted for as a purchase, and the results of USG have been included in the accompanying consolidated financial statements since the date of acquisition. The cost of the acquisition has been allocated on the basis of the estimated fair market value of the assets acquired and the liabilities assumed. This allocation resulted in goodwill of $1,390,750, which is being amortized over seven years. In connection with the acquisition of USG, the Company elected to outsource production and discontinue all manufacturing in its Irvine, California, facility. Subsequent to the outsourcing of production, the Company began purchasing sport grips from contract manufacturers who use the Company's tooling, and in some cases, technology. Certain grips are then processed in the Company's Vista, California facility, where the grips are painted or engraved with custom logos, in accordance with customer requirements. 3. Going Concern ------------- The Company has historically incurred significant losses, and incurred a loss of $310,502 for the quarter ended January 31, 1997, and $573,522 for the six months then ended. In addition, the Company used $196,551 of cash for operating activities for the six months ended January 31, 1997. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. In order to provide working capital to support its operations, the Company has raised funds through trade credit and additional borrowings and is in the process of obtaining funding through additional private placements. -9- The ability of the Company to meet its existing and ongoing obligations is dependent upon raising additional capital from sources of funding, such as, banks and other lenders, additional private offerings, public offerings or through a merger. However, there can be no assurances that any of these transactions may be consummated in a timely manner or on terms reasonably acceptable to the Company. The ability of the Company to continue as a going concern is ultimately dependent, in part, on achieving profitable operating levels and obtaining adequate financing. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. 4. Common Stock Transactions ------------------------- On December 31, 1996, a holder of 400,000 shares of Series A Convertible Preferred Stock elected to convert the shares into 400,000 shares of Common Stock of the Company. 5. Stock Options ------------- In December 1996, the Board of Directors approved an amendment to the 1994 Stock Option Plan (the Plan) increasing the number of shares of Common Stock set aside for grant to key employees, officers, directors and consultants to 900,000. The amendment was subsequently approved by the shareholders. 6. Subsequent Events ----------------- In March 1997, the Company funded an $87,500 convertible note. The note matures in March 1999, pays interest at 8% per annum, and is convertible into common stock at $1.50 per share. The note is part of a $250,000 offering, which is not fully subscribed. 7. New Accounting Pronouncement ---------------------------- In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, which will require a basic earnings-per-share (EPS) disclosure, rather than the primary EPS currently disclosed. This disclosure will be required commencing with fiscal 1998. The significant difference between the two calculations is the inclusion, if dilutive, of common stock equivalents in the calculation of primary EPS. Since such equivalents have been anti-dilutive due to the Company's recurring losses, the adoption of SFAS No. 128 would have no effect on the Company's reported EPS. -10- ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read together with the consolidated financial statements and notes thereto set forth elsewhere herein. Forward-Looking Statements - -------------------------- From time to time, the Company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to republish revised forward- looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures made by the Company in this Report, as well as the Company's other periodic reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company's business include, but are not limited to, those factors set forth under the caption "Liquidity and Capital Resources" appearing below. Financial Condition and Results of Operations - --------------------------------------------- On September 22, 1995, the Company completed the acquisition of USGRIPS, Inc. (USG), in exchange for 600,000 shares of Common Stock. Accordingly, the financial information discussed herein includes the operations of USG from that date forward. Net sales for the quarter and six months ended January 31, 1997 were $1,107,808 and $2,174,734, a 97% and 127% increase when compared with $562,029 and $958,646 in net sales for the comparable periods for fiscal 1996. Even though the Company's second quarter overlaps the golf industry's traditionally slow season, sales during the quarter exceeded management forecasts due to stronger than expected demand from key original equipment manufacturers (OEMs). During the quarter and six months ended January 31, 1997, 71% and 63% of sales were to a single OEM customer. Cost of sales for the second quarter of fiscal 1997 was $880,790, as compared to $427,346, for the corresponding period of fiscal 1996. Gross profit margin decreased from 26.0% to 20.5% from the previous quarter as the Company incurred excessive labor costs in November and December 1996, which were necessary to meet unusually tight delivery schedules required by the Company's largest customer. In addition, the Company incurred additional costs in streamlining the flow of production through the plant, which Management believes will result in improved production control and increased gross margins in subsequent quarters. Selling expenses for the quarter and six months ended January 31, 1997 decreased 11% and 23%, from comparable periods in fiscal 1996, as the Company focused on its marketing partnerships with catalog resellers such as Golfsmith International, the world's largest reseller of golf club components. Management believes that its focus on such relationships will enable the Company to serve the replacement market with less overhead and risk related to servicing that market directly. General and administrative expenses for the quarter and six months ended January 31, 1997 decreased 19% and 13%, from comparable periods in fiscal 1996, as the Company successfully integrated the acquired USG operation and eliminated duplicate functions. The Company's efforts at increasing efficiencies has resulted in reductions in legal and professional fees, and credit management efforts have reduced bad debt expense. The Company's research and development efforts are in line with past periods, and continue to focus on development of prototype grip products for new customers, as well as the development of technologies the Company owns or has licensed. -11- Depreciation expense for the quarter and six months ended January 31, 1997 has increased 89% and 118% over the comparable periods in fiscal 1996. These increases reflect the increased investment in tooling required to accommodate new OEM customers, as well as the introduction of new proprietary grip products. The investments made at the Company's Vista, California facility to increase capacity and meet key delivery deadlines during the quarter resulted in improvements in customer service, higher consistent quality and improved customer relationships, but directly affected profitability. Even so, the net loss for the quarter and six month ended January 31, 1997 was reduced by 23% and 33% over the comparable periods of fiscal 1996. The Company incurred a loss of $310,502 or $0.05 per share and $573,522 or $0.10 per share during the quarter and six months ended January 31, 1997, as compared to a loss of $403,532 or $0.08 per share and $860,581 or $0.19 per share for the comparable fiscal 1996 periods. The investments in streamlining production have begun to pay dividends in improved management reporting, which will in turn allow better analysis and evaluation of operating results. Receivables decreased during the second quarter due to continually improving collections, which have also resulted in a corresponding decrease in bad debt expense. Inventories have decreased by 19% since October 31, 1996 as a result of increased shipments and improved inventory management, but remain above July 31, 1996 levels. During the quarter and six months ended January 31, 1997, the Company invested $70,160 and $167,463 in tooling for new products, as compared with $71,603 and $193,109 during the comparable periods of fiscal 1996. Liquidity and Capital Resources - ------------------------------- The Company had a working capital deficit of $1,919,904 at January 31, 1997, compared to a working capital deficit at July 31, 1996 of $1,440,548. The increase in working capital deficit from July 31, 1996 is attributable to the net cash used in operating activities, which was funded primarily by the $400,000 line of credit described below. Included in current liabilities at January 31, 1997, are $565,053 due to two shareholders who are also officers of the Company, short-term borrowings of $310,000 which are due through May 31, 1997, and the Company's term loans with a bank in the amount of $780,000, which were due on December 31, 1996, but have been verbally extended to September 15, 1997. Short-term borrowings of $300,000 are in the process of being extended. Repayment of the amounts due the shareholders have historically been deferred, but further deferral is not assured. The Company is not expected to generate sufficient cash from operations necessary to repay these obligations as they come due. It will be required to either extend the maturities, sell additional equity to generate funds to repay them, or seek alternative financing. The Company funded a portion of projected cash needs in September 1996, by entering into a $400,000 revolving line of credit arrangement with a bank. Interest is payable monthly at the bank's prime rate plus 2.5%, and is partially secured by assets of a shareholder, who is the co-maker on this line of credit. In March 1997, the Company funded an $87,500 convertible note. The note matures in March 1999, pays interest at 8% per annum, and is convertible into common stock at $1.50 per share. The note is part of a $250,000 offering, which is not fully subscribed. The Company anticipates it will require an additional $2,000,000 to fund operating losses, as well as the expected continued sales growth and tooling purchases and to meet certain obligations as they come due. The Company intends to pursue all available options, including, the initiation of another private placement of its equity securities, a secondary offering by the Company of its Common Stock, or a private placement of a convertible or other debt instrument; seeking loans from other sources not yet identified; or pursuing a merger, consolidation or other similar corporate transaction. None of these sources or alternatives may be available to the Company and, if they become available, they may not occur within the timeframe required by the Company or they may require terms which management finds unacceptable. The inability of the Company to locate additional capital prior to the end of the fiscal 1997 raises substantial doubt about the Company's ability to continue operating as a going concern. -12- PART II ITEM 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS On December 17, 1996, Registrant held its annual meeting of shareholders. At the meeting, Sam G. Lindsay, James E. McCormick III, David W. Hardee and J. Barrie Ogilvie were elected as directors of Registrant. Each nominee for director received 3,843,352 affirmative votes, or 69% of the total issued and outstanding shares of Common Stock of Registrant, with 22,032 shares abstaining. In addition, the shareholders approved certain amendments to Registrant's 1994 Stock Option Plan, including an amendment to increase the number of authorized shares of Common Stock reserved for issuance thereunder from 600,000 to 900,000. 3,494,371 shares were voted in favor of the amendments, representing 63% of the total issued and outstanding shares of Common Stock of Registrant. 344,070 shares voted against the amendments and 26,943 shares abstained. ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. --------- 2.1 Agreement and Plan of Reorganization, dated September 20, 1995, by and among Registrant, USG Acquisition Corporation and USGRIPS, Inc., as amended - incorporated by reference to exhibit 2.1 to Registrant's Form 10-K for the year ended July 31, 1996 3.1(i) Restated Articles of Incorporation of Registrant - incorporated by reference to exhibit 3.1(i) to Registrant's Form 10-K for the year ended July 31, 1996 3.1(ii) Amended and Restated Bylaws of Registrant - incorporated by reference to exhibit 3.1(ii) to Registrant's Form 10-K for the year ended July 31, 1996 4.1 Fixed Rate Note, dated January 24, 1995, made payable by Registrant to First Interstate Bank in the original principal sum of $300,000, as amended by Modification of Note Agreement, dated February 8, 1995 (increasing principal amount of note to $400,000), Modification of Note Agreement, dated February 22, 1995 (increasing principal amount of note to $500,000), Modification of Note Agreement, dated March 22, 1995 (increasing principal amount of note to $600,000 and extending maturity date to December 31, 1995), and Change in Terms Agreement, dated July 31, 1995 (extending maturity date to December 31, 1996) - incorporated by reference to exhibit 4.2 to Registrant's Form 10-K for the year ended July 31, 1996 4.2 Promissory Note, dated January 11, 1996, made payable by Registrant to First Interstate Bank in the original principal sum of $100,000, as amended in Change in Terms Agreement, dated May 20, 1996 (increasing principal amount of note to $180,000 and extending maturity date to July 8, 1996) and Letter Agreement, dated July 17, 1996 (extending maturity date to December 31, 1996) - incorporated by reference to exhibit 4.3 to Registrant's Form 10-K for the year ended July 31, 1996 4.3 Revolving Line of Credit Note, dated September 23, 1996, made payable by Registrant to Wells Fargo Bank N.A. in the original principal sum of $400,000 - incorporated by reference to exhibit 4.4 to Registrant's Form 10-K for the year ended July 31, 1996 4.4 Form of Convertible Note issued by Registrant to the following lenders in the following amounts: $ 21,000 Z-Fund, a Maryland limited partnership (May 1996) 229,000 Third Century II, a Colorado general partnership (May 1996) -13- 87,500 The Caroline Company, a South Carolina Limited Liability Company (March 1997) Incorporated by reference to exhibit 4.5 to Registrant's Form 10-K for the year ended July 31, 1996 10.1 1994 Stock Option Plan - incorporated by reference to exhibit 10.1 to Registrant's Form 10-K for the year ended July 31, 1996 10.2 Employment Agreement, dated as of September 22, 1995, between Registrant and Paul Herber - incorporated by reference to exhibit 10.2 to Registrant's Form 10-K for the year ended July 31, 1996 10.3 Noncompetition Agreement, dated September 22, 1995, between Registrant and J. Barrie Ogilvie - incorporated by reference to exhibit 10.3 to Registrant's Form 10-K for the year ended July 31, 1996 10.4 Security Agreement, dated July 31, 1995, between Registrant and Sam G. Lindsay - incorporated by reference to exhibit 10.4 to Registrant's Form 10-K for the year ended July 31, 1996 10.5 Letter Agreement, dated August 1, 1995, between Registrant and Sam G. Lindsay re: deferral of compensation - incorporated by reference to exhibit 10.5 to Registrant's Form 10-K for the year ended July 31, 1996 10.6 Request to Convert and Investment Letter, dated July 31, 1996, between Registrant and Sam G. Lindsay - incorporated by reference to exhibit 10.6 to Registrant's Form 10-K for the year ended July 31, 1996 10.7 Agreement, dated September 22, 1995, between Registrant and ARC Equipment, Inc. - incorporated by reference to exhibit 10.7 to Registrant's Form 10-K for the year ended July 31, 1996 10.8 Amendments to 1994 Stock Option Plan - adopted by Shareholders on December 17, 1996 21.1 Subsidiaries of Registrant - incorporated by reference to exhibit 21.1 to Registrant's Form 10-K for the year ended July 31, 1996 27 Financial data schedule (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed with the Securities and Exchange Commission during the Registrant's fiscal quarter ended January 31, 1997 -14- 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. GRIP TECHNOLOGIES, INC. _______________________ (Registrant) Date: March 17, 1997 /s/ Sam G. Lindsay ----------------------- Sam G. Lindsay President and Chief Executive Officer Date: March 17, 1997 /s/ Michael R. Friedl ----------------------- Michael R. Friedl Chief Financial Officer -15-