2000 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB (Mark One) |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2000. or |_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ Commission file number: 0-12742 SPIRE CORPORATION - -------------------------------------------------------------------------------- (Name of Small Business Issuer as Specified in its Charter) Massachusetts 04-2457335 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization One Patriots Park, Bedford, Massachusetts 01730-2396 781-275-6000 - -------------------------------------------------------------------------------- (Address of Principal (Zip Code) (Issuer's Telephone Number, Executive Offices) Including Area Code) Securities registered under Section 12(b) of the Exchange Act: Name of Each Exchange Title of Each Class on Which Registered - -------------------------------------------------------------------------------- Not applicable Not applicable Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.01 par value, Nasdaq ---------------------------------------------- Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 |_| State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. There were 3,313,840 outstanding shares of the issuer's only class of common equity, Common Stock, $.01 par value, on July 31, 2000. Transitional Small Business Disclosure Format (Check One): Yes |_| No |X| ================================================================================ SPIRE CORPORATION INDEX Page Number ----------- PART I - FINANCIAL INFORMATION - ------------------------------ Condensed Consolidated Balance Sheets at June 30, 2000 (unaudited) and December 31, 1999 3 Condensed Consolidated Statements of Operations For the Three Months Ended June 30, 2000 and 1999 and For the Six Months Ended June 30, 2000 and 1999 (unaudited) 4 Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2000 and 1999 (unaudited) 5 Notes to Condensed Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 2 SPIRE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 2000 1999 ------------ ------------ (Unaudited) ASSETS Current assets - -------------- Cash and cash equivalents $ 7,580,955 $ 10,709,370 Accounts receivable, trade: Amounts billed 2,421,846 2,017,865 Retainage 50,877 50,878 Unbilled costs 471,850 343,242 ------------ ------------ 2,944,573 2,411,985 Less allowance for doubtful accounts 108,000 107,000 ------------ ------------ Net accounts receivable 2,836,573 2,304,985 ------------ ------------ Inventories (Note 2) 1,391,408 1,862,933 Prepaid expenses and other current assets 265,922 351,948 ------------ ------------ Total current assets 12,074,858 15,229,236 ------------ ------------ Property and equipment 14,877,923 14,640,003 Less accumulated depreciation and amortization 12,742,533 12,621,001 ------------ ------------ Net property and equipment 2,135,390 2,019,002 ------------ ------------ Patents (less accumulated amortization, $462,358 in 2000 and $448,507 in 1999) 94,119 106,956 Other assets 15,351 8,271 ------------ ------------ 109,470 115,227 ------------ ------------ $ 14,319,718 $ 17,363,465 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities - ------------------- Accounts payable $ 460,075 $ 1,280,951 Accrued liabilities 888,535 1,197,624 Federal and State income taxes payable -- 1,070,000 Advances on contracts in progress 950,334 1,962,300 ------------ ------------ Total current liabilities 2,298,944 5,510,875 ------------ ------------ Stockholders' equity - -------------------- Common stock, $.01 par value; shares authorized 20,000,000; issued 3,866,000 shares in 2000 and 3,818,926 shares in 1999 38,660 38,189 Additional paid-in capital 10,013,153 9,846,239 Accumulated earnings 3,188,649 3,187,851 ------------ ------------ 13,240,462 13,072,279 Treasury stock at cost, 552,160 shares (1,219,688) (1,219,688) ------------ ------------ Total stockholders' equity 12,020,774 11,852,591 ------------ ------------ $ 14,319,718 $ 17,363,465 ============ ============ See accompanying notes to condensed consolidated financial statements. 3 SPIRE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Net sales and revenues Contract research, service and license revenues $ 1,935,000 $ 2,227,249 $ 4,311,954 $ 4,882,346 Sales of manufacturing equipment 1,224,114 454,329 3,378,780 1,616,948 ----------- ----------- ----------- ----------- Total sales and revenues 3,159,114 2,681,578 7,690,734 6,499,294 ----------- ----------- ----------- ----------- Costs and expenses Cost of contract research, services and licenses 1,761,049 1,708,038 3,292,670 3,524,059 Cost of manufacturing equipment 769,374 395,849 2,083,293 1,402,274 Selling, general and administrative expenses 1,218,216 1,114,684 2,556,576 2,232,309 ----------- ----------- ----------- ----------- Total costs and expenses 3,748,639 3,218,571 7,932,540 7,158,642 ----------- ----------- ----------- ----------- Loss from operations (589,525) (536,993) (241,806) (659,348) Interest income (expense), net 117,511 (21,313) 242,604 (48,112) ----------- ----------- ----------- ----------- Earnings (loss) before income taxes (472,014) (558,306) 798 (707,460) Income tax expense (205,600) -- -- -- ----------- ----------- ----------- ----------- Net earnings (loss) $ (266,414) $ (558,306) $ 798 $ (707,460) =========== =========== =========== =========== Earnings (loss) per share of common stock - basic $ (0.08) $ (0.17) $ 0.00 $ (0.22) =========== =========== =========== =========== Earnings (loss) per share of common stock - diluted $ (0.08) $ (0.17) $ 0.00 $ (0.22) =========== =========== =========== =========== Weighted average number of common and common equivalent shares outstanding - basic 3,313,840 3,244,183 3,303,211 3,243,945 =========== =========== =========== =========== Weighted average number of common and common equivalent shares outstanding - diluted 3,313,840 3,244,183 3,383,765 3,243,945 =========== =========== =========== =========== See accompanying notes to condensed consolidated financial statements. 4 SPIRE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, ----------------------------- 2000 1999 ----------- ------------ Cash flows from operating activities: Net earnings (loss) $ 798 $ (707,640) Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 218,568 493,144 Loss on sale of equipment 6,454 Changes in assets and liabilities: Accounts receivable (531,588 596,498 Inventories 471,525 560,801 Prepaid expenses and other current assets 86,026 79,195 Income taxes payable (1,070,000) -- Accounts payable and accrued liabilities (1,129,965) (243,453) Advances on contracts in progress (1,011,966) (572,863) ------------ ------------ Net cash provided by (used in) operating activities (2,960,148) 205,682 ------------ ------------ Cash flows from investing activities: Capital expenditures (327,637) (467,815) Patent expenditures (1,015) (5,064) Other assets (7,080) (48,949) Proceeds from sale of equipment 80 -- ------------ ------------ Net cash used in investing activities (335,652) (521,828) ------------ ------------ Cash flows from financing activities: Net borrowings on short-term debt -- 550,000 Exercise of stock options 167,385 3,287 ------------ ------------ Net cash provided by financing activities 167,385 553,287 ------------ ------------ Net increase (decrease) in cash and cash equivalents (3,128,415) 237,141 Cash and cash equivalents, beginning of period 10,709,370 121,866 ------------ ------------ Cash and cash equivalents, end of period $ 7,580,955 $ 359,189 ============ ============ Supplemental disclosures of cash flow information: Cash paid during the year for: Interest expense $ 5,369 $ 21,313 ============ ============ Income taxes $ 1,070,000 $ 3,000 ============ ============ See accompanying notes to condensed consolidated financial statements. 5 SPIRE CORPORATION AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2000 (1) Interim Financial Statements ---------------------------- In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company's financial position as of June 30, 2000 and the results of operations for the three and six months ended June 30, 2000 and 1999 and changes in cash flows for the six months ended June 30, 2000 and 1999. The results of operations for the three and six months ended June 30, 2000 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2000. The accounting policies followed by the Company are set forth in Note 2 to the Company's consolidated financial statements in its annual report on Form 10-KSB for the year ended December 31, 1999. The financial statements, with the exception of the December 31, 1999 balance sheet, are unaudited and have not been examined by independent certified public accountants. (2) Inventories ----------- Inventories consist of the following: June 30, December 31, 2000 1999 ---------- ---------- Raw materials $ 687,476 $ 653,695 Work in process 703,932 1,044,331 Finished goods -- 164,907 ---------- ---------- $1,391,408 $1,862,933 ========== ========== (3) Earnings Per Share The reconciliation of the denominators of the basic and diluted earnings (loss) per share computations for the Company's reported earnings (loss) is as follows: Three Months Ended June 30, Six Months Ended June 30, ----------------------- ----------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Weighted average number of shares outstanding - basic 3,313,840 3,244,183 3,303,211 3,243,945 Add net additional common shares upon exercise of common stock options -- -- 80,554 -- --------- --------- --------- --------- Adjusted weighted average common shares outstanding - diluted 3,313,840 3,244,183 3,383,765 3,243,945 ========= ========= ========= ========= 6 4) Operating Segments and Related Information ------------------------------------------ The following table presents certain operating division information. For Spire Optoelectronics for the three and six months ended June 30, 2000, the information relates to research and development activities, primarily for the U.S. government. Spire Spire Spire Total Solar Optoelectronics Biomedical All Other Company ----------------- ------------------- ---------------- ----------------- ---------------- For the Three Months Ended June 30, 2000 ---------------------------------------- Net sales and revenues $1,401,919 $ 609,991 $1,109,458 $ 37,746 $3,159,114 Earnings (loss) from operations (324,256) 98,278 (165,003) (198,544) (589,525) For the Three Months Ended June 30, 1999 ---------------------------------------- Net sales and revenues $ 715,898 $1,029,606 $ 936,074 -- $2,681,578 Loss from operations (210,975) (263,327) (62,691) -- (536,993) For the Six Months Ended June 30, 2000 ---------------------------------------- Net sales and revenues $3,531,818 $1,429,775 $2,465,086 $ 264,055 $7,690,734 Earnings (loss) from operations (166,354) 191,606 (41,431) (225,629) (241,806) For the Six Months Ended June 30, 1999 ---------------------------------------- Net sales and revenues $2,193,298 $2,319,544 $1,986,452 $ -- $6,499,294 Loss from operations (359,756) (283,190) (16,421) -- (659,348) The segments above are presented on a basis consistent with December 31, 1999, and there have been no material changes in identifiable assets for the reportable segments since December 31, 1999. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - -------------------------------------------------------------------------------- OF OPERATIONS - ------------- OVERVIEW Spire develops, manufactures and markets highly-engineered photovoltaic module manufacturing equipment and provides biomedical processing services. Spire is the world's leader in the design and manufacture of specialized equipment for the production of terrestrial photovoltaic modules from solar cells, with its equipment installed in 144 factories and in 39 countries. Spire's value-added service offerings to biomedical customers provide surface treatments to enhance the performance of medical products. Spire also conducts research and development activities, primarily for the U.S. government. Results of Operations - --------------------- The following table sets forth certain items as a percentage of net sales and revenues for the periods presented: Three Months Ended June 30, Six Months Ended June 30, ------------------- ------------------- 2000 1999 2000 1999 ------ ------ ------ ------ Net sales and revenues 100.0% 100.0% 100.0% 100.0% Cost of sales and revenues 80 79 70 76 ------ ------ ------ ------ Gross profit 20 22 30 24 Selling, general and administrative expenses 39 42 33 34 ------ ------ ------ ------ Loss from operations (19) (20) (3) (10) Loss before income taxes (15) (21) -- (11) Income tax expense (7) -- -- -- ------ ------ ------ ------ Net loss (8%) (21%) 0% (11%) ====== ====== ====== ====== THREE AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE AND SIX MONTHS ENDED JUNE 30, 1999 Net Sales and Revenues Net sales and revenues increased $477,000 or 18% for the three months ended June 30, 2000 to $3,159,000, compared to $2,682,000 for the three months ended June 30, 1999. Contract research, service and license revenues decreased $292,000 or 13% to $1,935,000 for the three months ended June 30, 2000 compared to $2,227,000 for 1999. Manufacturing equipment sales increased $770,000 or 169% to $1,224,000 for 2000, compared to $454,000 for 1999. The following table categorizes the Company's net sales and revenues for the periods presented: Three Months Ended June 30, ---------------------------------------- 2000 1999 % Change ---------- ---------- ---------- Contract research, service and license revenues $1,935,000 $2,227,000 (13%) Manufacturing equipment sales 1,224,000 454,000 169% ---------- ---------- Net sales and revenues $3,159,000 $2,682,000 18% ========== ========== Net sales and revenues increased $1,192,000 or 18% for the six months ended June 30, 2000 to $7,691,000, compared to $6,499,000 for the six months ended June 30, 1999. Contract research, service and license revenues decreased $570,000 or 12% to $4,312,000 for the six months ended June 30, 1999 compared to $4,882,000 for 1999. Manufacturing equipment sales increased $1,762,000 or 109% to $3,379,000 for 2000, compared to $1,617,000 for 1999. 8 The following table categorizes the Company's net sales and revenues for the periods presented: Six Months Ended June 30, ---------------------------------------- 2000 1999 % Change ---------- ---------- ---------- Contract research, service and license revenues $4,312,000 $4,882,000 (12%) Manufacturing equipment sales 3,379,000 1,617,000 109% ---------- ---------- Net sales and revenues $7,691,000 $6,499,000 18% ========== ========== The increase in manufacturing equipment sales for the three and six month periods ended June 30, 2000 is primarily due to capacity expansion in photovoltaic module production. The decline in contract research, service and license revenues for the three and six month periods ended June 30, 2000 is primarily due to the sale of the Optoelectronics business, as well as delays in performance by a subcontractor. Cost of Sales and Revenues The cost of sales and revenues increased $426,000 to $2,530,000, and increased to 80% of net sales and revenues, for the quarter ended June 30, 2000, compared to $2,104,000 or 78% of net sales and revenues for the quarter ended June 30, 1999. The cost of contract research, service and license revenues increased $53,000 to $1,761,000, and increased to 91% of related revenues, for the quarter ended June 30, 2000, compared to $1,708,000 or 77% of related revenues for the quarter ended June 30, 1999. The increase is due to lower volume resulting in unfavorable absorption of fixed costs. Cost of manufacturing equipment sales increased $373,000 to $769,000, and decreased to 63% of related sales, for the quarter ended June 30, 2000, compared to $396,000 or 87% of related sales, for the quarter ended June 30, 1999. Cost of manufacturing equipment sales decreased as a percentage of sales due to an increase in sales volume, resulting in a favorable absorption of fixed costs. The following table categorizes the Company's cost of sales and revenues for the periods presented, stated in dollars and as a percentage of related sales and revenues: Three Months Ended June 30, ---------------------------------------------------------- 2000 % 1999 % ---------- -------- ---------- --------- Cost of contract research, service and licenses $1,761,000 91% $1,708,000 77% Cost of manufacturing equipment 769,000 63% 396,000 87% ---------- ---------- Total cost of sales and revenues $2,530,000 80% $2,104,000 78% ========== ========== The cost of contract research, service and license revenues decreased $232,000 to 3,292,000, and decreased to 76% of related revenues, for the six months ended June 30, 2000, compared to $3,524,000 or 72% of related revenues for the six months ended June 30, 1999. The decrease as a percentage of sales is due to a one time license sale of $500,000 which increased revenues without any associated costs. Cost of manufacturing equipment sales increased $681,000 to $2,083,000, and decreased to 62% of related sales, for the six months ended June 30, 2000, compared to $1,402,000 or 87% of related sales, for the six months ended June 30, 1999. Cost of manufacturing equipment sales decreased as a percentage of sales due to an increase in sales volume resulting in a favorable absorption of fixed costs. The following table categorizes the Company's cost of sales and revenues for the periods presented, stated in dollars and as a percentage of related sales and revenues: Six Months Ended June 30, -------------------------------------------------------- 2000 % 1999 % ---------- ---------- ---------- ---------- Cost of contract research, service and license revenues $3,292,000 76% $3,524,000 72% Cost of manufacturing equipment sales 2,083,000 62% 1,402,000 87% ---------- ---------- Total cost of sales and revenues $5,375,000 70% $4,926,000 76% ========== ========== 9 Selling, General and Administrative Expenses Selling, general and administrative expenses for the quarter ended June 30, 2000 increased $104,000 to $1,218,000, and decreased to 39% of sales and revenues, compared to $1,115,000 or 42% of sales and revenues for the quarter ended June 30, 1999. The increase in selling, general and administrative expenses is due to the Company investing in its sales and marketing activities by increasing consulting costs. Selling, general and administrative expenses for the six months ended June 30, 2000 increased $324,000 to $2,557,000, and decreased to 33% of sales and revenues, compared to $2,232,000 or 34% of sales and revenues for the six months ended June 30, 1999. The increase in selling, general and administrative expenses is due to the Company investing in its sales and marketing activities by increasing consulting costs. Interest The Company earned $120,000 of interest income for the quarter ended June 30, 2000, compared to no interest income for the quarter ended June 30, 1999. The Company incurred interest expense of $2,369 in the second quarter of 2000 of which none was capitalized, compared to $21,313 of interest expense for the quarter ended June 30, 1999. Income Taxes The Company recorded a tax benefit of $205,000 for the quarter ended June 30, 2000 compared to no tax benefit/expense for the same period of 1999. The Company recorded no income tax expenses for the six months ended June 30, 2000 and June 30, 1999. Net Earnings (Loss) The Company reported a net loss for the quarter ended June 30, 2000 of $266,000, compared to a net loss of $558,000 for the quarter ended June 30, 1999. The Company reported a net profit of $798 for the six months ended June 30, 2000, compared to a net loss of $707,000 to the same period of 1999. LIQUIDITY AND CAPITAL RESOURCES To date the Company has been able to fund its liquidity requirements using cash from operations and available lines of credit. On July 25, 2000, the Company entered into a revolving credit agreement with the Silicon Valley Bank, replacing its previous credit facility with the Bank. This agreement provides for a $2 million revolving credit facility, based upon eligible accounts receivable requirements. This line of credit has been established to provide the Company with resources for general working capital purposes and Standby Letter of Credit Guarantees for foreign customers. The line is secured by all assets of the Company. At June 30, 2000, interest on the line was at the Bank's prime rate plus 1/2 percent on receivable loans. The line contains covenants including provisions relating to profitability and net worth. The Company is currently compliant with the terms of this credit agreement. As of June 30, 2000, the Company had no outstanding debt under this revolving credit facility. The Company believes it has sufficient resources to finance its current operations for the foreseeable future through working capital available cash reserves, its existing line of credit and available lease arrangements. Cash and cash equivalents decreased $3,128,000 to $7,581,000 at June 30, 2000, from $10,709,000 at December 31, 1999, as a result of a reduction in trade payable, a tax payment and cash used in operations during the first six months of 2000. To date there are no material commitments by the Company for capital expenditures. At June 30, 2000, the Company's retained earnings were $3,189,000, compared to $3,188,000 as of December 31, 1999. Working capital as of June 30, 2000 increased 1% to $9,776,000, compared to $9,718,000 as of December 31, 1999. 10 RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities" was issued. The Company will adopt SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138, on January 1, 2001 and it will not have a material effect on the consolidated financial statements. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition." An amendment has delayed the effective date until the fourth quarter of 2000. The Company is reviewing the requirements of this standard and has not yet determined the impact of this standard on its consolidated financial statements. IMPACT OF INFLATION AND CHANGING PRICES Historically, the Company's business has not been materially impacted by inflation. Manufacturing equipment sales are generally quoted, manufactured and shipped within a cycle of approximately six months, allowing for orderly pricing adjustments to the cost of labor and purchased parts. The Company has not experienced any negative effects from the impact of inflation on long-term contracts. The Company's service business is not expected to be seriously affected by inflation because its procurement-production cycle typically ranges from two weeks to several months, and prices generally are not fixed for more than one year. Research and development contracts usually include cost escalation provisions. FOREIGN EXCHANGE FLUCTUATION The Company sells only in U.S. dollars, generally against an irrevocable confirmed letter of credit through a major U.S. bank. Therefore the Company is not directly affected by foreign exchange fluctuations on its current orders. However, fluctuations in foreign exchange rates do have an effect on the Company's customers' access to U.S. dollars and on the pricing competition on certain pieces of equipment that the Company sells in selected markets. THE FOREGOING STATEMENTS MAY INCLUDE FORWARD-LOOKING STATEMENTS SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED OR REFERRED TO IN THIS REPORT AND IN ITEM 6 OF THE ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1999. 11 PART II - OTHER INFORMATION - --------------------------- ITEM 1. LEGAL PROCEEDINGS - -------------------------- The Company is subject, from time to time, to legal proceedings and claims arising out of its business, which cover a wide range of matters. Management, after review and consultation with counsel, considers that any liability from all of these legal proceedings and claims would not materially affect the consolidated financial position, results of operations or liquidity of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------ On May 23, 2000, the Company held a Special Meeting in Lieu of Annual Meeting of Stockholders to vote on the following proposal: To fix the number of directors at six and to elect six members of the Board of Directors. Nominees for Director were: (a) Michael T. Eckhart, (b) Udo Henseler, (c) Roger G. Little, (d) Roger W. Redmond, (e) John A. Tarello, (f) Anthony J. Viscogliosi. Shares Shares Voting Against Shares Broker Proposal Voting For or Authority Withheld Abstaining Non-Votes - ---------------------- ------------------ --------------------------- ------------------ ------------------ Michael T. Eckhart 3,009,963 32,560 0 243,065 Udo Henseler 3,009,963 32,560 0 243,065 Roger G. Little 3,009,963 32,560 0 243,065 Roger W. Redmond 3,009,963 32,560 0 243,065 John A. Tarello 3,009,963 32,560 0 243,065 Anthony J. Viscogliosi 3,009,963 32,560 0 243,065 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ----------------------------------------- A. The following exhibits are filed herewith: 27 Financial Data Schedule B. During the quarter ended June 30, 2000, the Company filed no reports on Form 8-K. 12 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. SPIRE CORPORATION (Registrant) 14 August 2000 By:/s/ Roger G. Little - ----------------------- ------------------------------------------------- Date Roger G. Little President, Chief Executive Officer and Chairman of the Board 14 August 2000 By:/s/ Richard S. Gregorio - ----------------------- ------------------------------------------------- Date Richard S. Gregorio Vice President and Chief Financial Officer, Treasurer, Clerk and Principal Accounting Officer 13