United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
|_| 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: 0-11883
TELEBYTE, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 11-2510138
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
270 Pulaski Road, Greenlawn, New York 11740
(Address of principal executive offices)
(631) 423-3232
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 |_|
As of November 14, 2003, there were outstanding 1,253,631 shares of Common
Stock, $.01 par value.
Transitional Small Business Disclosure Format (check one);
Yes |_| No |X|
TELEBYTE, INC. & SUBSIDIARY
INDEX
PART I FINANCIAL INFORMATION
ITEM 1. Consolidated Condensed Financial Statements
Consolidated Balance Sheet
September 30, 2003 (Unaudited)
Consolidated Statements of Operations
Three and nine months ended
September 30, 2003 and 2002 (Unaudited)
Consolidated Statement of Shareholders' Equity
Nine months ended
September 30, 2003 (Unaudited)
Consolidated Statements of Cash Flows
Nine months ended
September 30, 2003 and 2002 (Unaudited)
Notes to Condensed Consolidated Financial
Statements (Unaudited)
ITEM 2. Management's Discussion and
Analysis or Plan of Operation
ITEM 3. Controls and Procedures
PART II OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
ITEM 6. Exhibits and Reports on Form 8-K
SIGNATURES
Part I Financial Information
Item 1. Financial Statements
TELEBYTE, INC. & SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 117,716
Accounts receivable, net of allowance of $47,942 626,629
Inventories 1,494,115
Prepaid expenses 66,222
Deferred income taxes 208,000
----------
TOTAL CURRENT ASSETS 2,512,682
PROPERTY AND EQUIPMENT, net 1,011,283
INTANGIBLE ASSETS, net 61,463
OTHER ASSETS 35,000
----------
$3,620,428
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 350,661
Accrued expenses 160,294
Borrowings under line-of credit 132,997
Current maturities of long-term debt 113,155
Current maturities of capital lease obligations 4,162
----------
TOTAL CURRENT LIABILITIES 761,269
LONG-TERM BORROWINGS UNDER LINE OF CREDIT 325,092
LONG-TERM DEBT, less current maturities 452,694
DEFERRED SERVICE REVENUE 23,509
DEFERRED INCOME TAXES 76,000
SHAREHOLDERS' EQUITY
Common stock - $.01 par value; 9,000,000 shares authorized;
1,253,631 shares issued and outstanding 12,536
Capital in excess of par value 1,781,672
Retained earnings 187,656
----------
1,981,864
----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $3,620,428
==========
The accompanying notes are an integral part of this financial statement.
TELEBYTE, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
----------------------------- -----------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
NET SALES $ 1,154,923 $ 1,376,840 $ 3,182,131 $ 3,985,699
COST OF SALES 658,485 810,397 1,794,934 2,350,421
----------- ----------- ----------- -----------
GROSS PROFIT 496,438 566,443 1,387,197 1,635,278
----------- ----------- ----------- -----------
OPERATING EXPENSES
Selling, general and administrative 365,045 449,522 1,146,253 1,525,270
Research and development 129,530 175,558 572,021 542,131
----------- ----------- ----------- -----------
494,575 625,080 1,718,274 2,067,401
----------- ----------- ----------- -----------
Operating profit (loss) 1,863 (58,637) (331,077) (432,123)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Other income 8,182 11,414 133,584 20,186
Rental income 12,048 12,048 36,146 36,146
Interest income 73 117 288 546
Interest expense (14,028) (25,939) (53,573) (80,370)
----------- ----------- ----------- -----------
Earnings (loss) before income taxes 8,138 (60,997) (214,632) (455,615)
(Benefit) provision for income taxes -- (19,457) 3,802 (142,427)
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ 8,138 $ (41,540) $ (218,434) $ (313,188)
=========== =========== =========== ===========
Earnings (loss) per common share:
Basic $ 0.01 $ (0.03) $ (0.17) $ (0.25)
=========== =========== =========== ===========
Diluted $ 0.01 $ (0.03) $ (0.17) $ (0.25)
=========== =========== =========== ===========
Shares used in computing earnings (loss) per common share:
Basic 1,253,631 1,253,631 1,253,631 1,253,631
=========== =========== =========== ===========
Diluted 1,341,558 1,253,631 1,253,631 1,253,631
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
TELEBYTE, INC. & SUBSIDIARY
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
Number of Capital in
shares Common excess of Retained
issued stock par value earnings Total
--------- -------- ----------- --------- -----------
Balance at January 1, 2003 1,253,631 $ 12,536 $ 1,781,672 $ 406,090 $ 2,200,298
Net loss (218,434) (218,434)
--------- -------- ----------- --------- -----------
Balance at September 30, 2003 1,253,631 $ 12,536 $ 1,781,672 $ 187,656 $ 1,981,864
========= ======== =========== ========= ===========
The accompanying notes are an integral part of this financial statement.
TELEBYTE, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months
Ended September 30,
-------------------------
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(218,434) $(313,188)
Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Provision for bad debts 2,942 9,000
Depreciation and amortization 129,560 135,272
Provision for inventory obsolescence 46,000 68,331
Loss from disposal of property and equipment -- 3,923
Decrease (increase) in operating assets:
Accounts receivable (177,276) (188,659)
Inventories 67,672 283,516
Prepaid expenses, taxes and other 193,831 129,032
Increase (decrease) in operating liabilities:
Accounts payable 20,802 (157,580)
Accrued expenses and taxes (29,960) (43,690)
Deferred service revenue 1,759 14,258
--------- ---------
Net cash provided by (used in) operating activities 36,896 (59,785)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (19,648) (8,843)
--------- ---------
Net cash used in investing activities (19,648) (8,843)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long term debt (77,063) (60,650)
Principal payments on capital lease obligations (8,937) (8,194)
Net borrowings (payments) under line of credit agreement 132,997 (233,002)
Net (payments) borrowings under long-term line of credit (69,018) 212,409
--------- ---------
Net cash used in financing activities (22,021) (89,437)
--------- ---------
Net decrease in cash and cash equivalents (4,773) (158,065)
Cash and cash equivalents at beginning of period 122,489 245,057
--------- ---------
Cash and cash equivalents at end of period $ 117,716 $ 86,992
========= =========
The accompanying notes are an integral part of these financial statements.
TELEBYTE, INC. & SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of September 30, 2003, the consolidated
statements of operations, shareholders' equity and cash flows, for the three
months and nine months in the periods ended September 30, 2003 and 2002, have
been prepared by us without audit. In the opinion of management, all adjustments
(which include only normal recurring accrual adjustments) necessary to present
fairly, the financial position, results of operations and cash flows have been
made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these financial statements be read in conjunction with the financial
statements and notes thereto included in our Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2002, as amended. The results of operations
for the periods ended September 30, 2003 and 2002 are not necessarily indicative
of the operating results for the full year.
2. EARNINGS PER SHARE
The number of shares used in the Company's basic and diluted earnings per share
computations are as follows:
Three Months Nine Months
Ended September 30, Ended September 30,
------------------------------------------------------
2003 2002 2003 2002
------------------------------------------------------
Weighted average common shares outstanding 1,253,631 1,253,631 1,253,631 1,253,631
for basic earnings per share
Common stock equivalents for stock options 87,927 -- -- --
--------- --------- --------- ---------
Weighted average common shares outstanding
for diluted earnings per share 1,341,558 1,253,631 1,253,631 1,253,631
========= ========= ========= =========
Excluded from the calculation of diluted earnings per share are 514,500 and
802,750 options to purchase the Company's common stock for the three and nine
months ended September 30, 2003, respectively and 533,000 options for the three
and nine months ended September 30, 2002, as their inclusion would be
anti-dilutive.
The Company applies APB Opinion No. 25 in accounting for its fixed price stock
options. Accordingly, no compensation cost for options has been recognized in
the financial statements. The chart below sets forth the Company's net loss and
net loss per share for three and nine months ended September 30, 2003 and 2002,
as reported on a pro forma basis as if the compensation cost of stock options
had been determined consistent with SFAS 123.
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------------- -----------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net Income (loss), as reported $ 8,138 $ (41,540) $ (218,434) $ (313,188)
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects (87,134) (5,284) (132,480) (15,852)
----------- ----------- ----------- -----------
Pro forma net loss $ (78,996) $ (46,824) $ (350,914) $ (329,040)
=========== =========== =========== ===========
Basic Income (loss) Per Share:
As Reported $ 0.01 $ (0.03) $ (0.17) $ (0.25)
Pro forma $ (0.06) $ (0.04) $ (0.28) $ (0.26)
Diluted Income (loss) Per Share:
As Reported $ 0.01 $ (0.03) $ (0.17) $ (0.25)
Pro forma $ (0.06) $ (0.04) $ (0.28) $ (0.26)
3. BUSINESS SEGMENTS
The Company has two reportable segments: Telebyte is a manufacturer of
technology products and Nextday.com distributes Telebyte's and other
manufacturers' products through e-commerce.
The Company's chief operating decision maker utilizes net sales and net earnings
(loss) information in assessing performance and making overall operating
decisions and resource allocations. The accounting policies of the operating
segments are the same as those described in the summary of significant
accounting policies as set forth in the December 31, 2002 Annual Report on Form
10-KSB, as amended. Information about the Company's segments for the three
months and nine months ended September 30, 2003 and 2002 are as follows:
Three Months Nine Months
Ended September 30, Ended September 30,
----------------------------- -----------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net sales from external customers
Telebyte $ 1,138,897 $ 1,364,010 $ 3,145,667 $ 3,802,896
Nextday.com 16,027 12,830 36,463 182,803
----------- ----------- ----------- -----------
$ 1,154,923 $ 1,376,840 $ 3,182,131 $ 3,985,699
=========== =========== =========== ===========
Intersegment net sales (returns)
Telebyte $ 6,758 $ 5,576 $ 6,433 $ (2,631)
Nextday.com -- -- -- --
----------- ----------- ----------- -----------
$ 6,758 $ 5,576 $ 6,433 $ (2,631)
=========== =========== =========== ===========
Operating (loss) profit
Telebyte $ (2,128) $ (40,203) $ (326,822) $ (396,427)
Nextday.com 3,991 (18,434) (4,255) (35,696)
----------- ----------- ----------- -----------
$ 1,863 $ (58,637) $ (331,077) $ (432,123)
=========== =========== =========== ===========
Earnings (loss) before income taxes
Telebyte $ 4,138 $ (42,621) $ (210,433) $ (420,186)
Nextday.com 4,000 (18,376) (4,199) (35,429)
----------- ----------- ----------- -----------
$ 8,138 $ (60,997) $ (214,632) $ (455,615)
=========== =========== =========== ===========
Identifiable assets
Telebyte $ 3,573,964 $ 4,250,381
Nextday.com 46,465 94,264
----------- -----------
$ 3,620,428 $ 4,344,645
=========== ===========
4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46).
"Consolidation of Variable Interest Entities." FIN 46 requires certain variable
interest entities to be consolidated by the primary beneficiary of the entity if
the equity investors in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 is required to be applied to preexisting
entities of the Company as of the beginning of the first quarter after June 15,
2003. FIN 46 is required to be applied to all new entities with which the
Company becomes involved beginning February 1, 2003
ITEM 2. Management's Discussion and Analysis or Plan of Operation.
When used herein, the words "believe," "anticipate," "think," "intend," "will
be," "expect" and similar expressions identify forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are not guarantees of future performance and involve certain risks
and uncertainties discussed herein and under the caption "Risk Factors" in our
Annual Report on Form 10-KSB for the year ended December 31, 2002, as amended,
which could cause actual results to differ materially from those in the
forward-looking statements. Readers are cautioned not to place undue reliance on
the forward-looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. Readers are also urged carefully
to review and consider the various disclosures made by us which attempt to
advise interested parties of the factors which affect our business, including,
without limitation, the disclosures made under the caption "Management's
Discussion and Analysis or Plan of Operation." All references to a fiscal year
are to our fiscal year, which ends December 31.
CRITICAL ACCOUNTING POLICIES
Management's discussion and analysis of our financial conditions and results of
operations are based on our Consolidated Financial Statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates, including those
related to revenue recognition, bad debts, inventories, asset impairments,
income taxes, contingencies, and litigation. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values for assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
For additional information regarding our critical accounting policies and
estimates, see the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Annual Report on Form
10-KSB for the year ended December 31, 2002, as amended.
RESULTS OF OPERATIONS
Three and Nine Months Ended September 30, 2003 and 2002
Net sales during the third quarter ended September 30, 2003 decreased 16.1% to
$1,154,923 compared to sales of $1,376,840 for the same period in 2002. Net
sales for the nine months ended September 30, 2003 decreased 20.2% to $3,182,131
compared with net sales of $3,985,699 for the same period in 2002. This decrease
in sales is primarily due to a decrease of the Company's Broadband Test
Equipment product sales in Asia. In addition, the Company's Interface Converter
product line sales decreased due to a shortage of a critical fiber optic
component.
With respect to the sales in each of the Company's product lines results are as
follows. For the Data Communications products; the sale of interface converters
represented 46% of Telebyte's net sales in the third quarter of 2003 as compared
to 43% for the same period in 2002, the sale of short haul modems represented
16% of Telebyte's net sales in the third quarter of 2003 as compared to 14% for
the same period in 2002. For the Broadband Test Equipment product line,
Broadband test equipment represented 25% of Telebyte's net sales in the third
quarter of 2003 as compared with 28% for the same period in 2002.
Cost of sales for the third quarter ended September 30, 2003 of $658,485
decreased from $810,397 during the same period in 2002. Cost of sales as a
percentage of net sales was 57.0% for the third quarter ended September 30, 2003
as compared with 58.9% of net sales during the same period in 2002. Cost of
sales for the nine months ended September 30, 2003 of $1,794,934 decreased from
$2,350,421 during the same period in 2002. Cost of sales as a percentage of net
sales was 56.4% for the nine months ended September 30, 2003 as compared with
59.0% of net sales for the same period in 2002. The increase in our gross profit
margin percentage was primarily due to improved efficiencies in manufacturing.
Selling, general and administrative expenses for the third quarter ended
September 30, 2003 of $365,045 decreased by $84,477 from $449,522 for the same
period in 2002. Selling, general and administrative expenses for the nine months
ended September 30, 2003 of $1,146,253 decreased by $379,017 from $1,525,270 for
the same period in 2002. The decrease was the result of aggressive cost
reduction measures taken by management. These measures included reduction of
salary and benefits of selected Company personnel and reduction of outside
contractor services.
The Company began a program of translating its website www.telebytedatacom.com
into foreign languages so as to broaden its presence in the international
marketplace and provide stronger support for its international distributors.
During this quarter the Company completed the translation of this website into
Portuguese. Other translation projects are either underway or planned for the
future.
Research and development expenses for the third quarter ended September 30, 2003
of $129,530 decreased by $46,028, compared to $175,558 for the same period in
2002. Research and development expenses for the nine months ended September 30,
2003 of $572,021 increased by $29,890, compared with $542,131 during the same
period in 2002. During this quarter the Company's research and development
efforts focused on the development of a Universal Noise Generator (Model 4801).
With this product the Company will be able to provide a key, test equipment,
requirement for the laboratory development of Digital Subscriber Line (DSL)
modems and DSLAMs. Modems and DSLAMs must operate effectively under performance
tests defined by industry standards . These performance tests define specific
noise/interference environments. The Universal Noise Generator provides the
ability to generate, accurately, the required noise/interference environment.
The different environments are provided as software and can be menu selected. As
new standards define different noise/interference environments the new standard
noises can be easily loaded into the Universal Noise Generator. The Company
expects to introduce the Model 4801 during the fourth quarter of 2003.
Interest income decreased to $73 for the third quarter ended September 30, 2003
from $117 for the same period in 2002. Interest income decreased to $288 during
the nine months ended September 30, 2003 from $546 for the same period in 2002.
The decrease in interest income is primarily due to lower levels of cash on
deposit during 2003 compared to 2002.
Interest expense decreased to $14,028 for the third quarter ended September 30,
2003 from $25,939, for the same period in 2002. Interest expense decreased to
$53,573 during the nine months ended September 30, 2003 from $80,370 for the
same period in 2002. The decrease in interest expenses is primarily due to lower
borrowings on the Company's credit facilities during 2003 compared to 2002 and a
reduction in the mortgage interest rate on June 1, 2003 from 9.3% to 5.1%.
Other income decreased to $8,182 for the third quarter ended September 30, 2003
from $11,414, for the same period in 2002. Other income increased to $133,584
during the nine months ended September 30,
2003 from $20,186, for the same period in 2002. During the nine months ended
September 30, 2003 other income totaling $125,200 was from customer funded
Research and Development.
The effective tax rate in third quarter of 2003 was 0.0%, compared with (31.9)%
in the same quarter of 2002. The effective tax rate for the nine months ended
September 30, 2003 was 1.7%, compared with (31.2)% in the same period in 2002.
The reduction in the effective tax rate is due to a valuation allowance applied
to the tax benefits from the Company's net operating losses for the three and
nine months ended September 30, 2003.
The Company had net earnings of $8,138, or $0.01 diluted per share, for the
third quarter ended September 30, 2003 as compared to a net loss of $(41,540),
or $(0.03) diluted per share, in the same quarter of 2002. The Company had a net
loss of $(218,434), or $(0.17) diluted per share, for the nine months ended
September 30, 2003 as compared to a net loss of $(313,188), or $(0.25) diluted
per share, in the same nine month period of 2002. The net loss during 2003 is
due primarily to the decrease in net sales as described above.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the nine months ended September
30, 2003 was $36,896 compared to net cash used in operations of $59,785 in the
same period of 2002. We believe this change is due primarily to the refund of
income taxes received during the third quarter of 2003.
Working capital decreased as of September 30, 2003 by $268,089 to $1,751,413
compared with $2,019,502 from December 31, 2002. The current ratio as of
September 30, 2003 decreased to 3.3:1 compared to 4.2:1 as of December 31, 2002.
The Company has an agreement with a financial institution (the "Agreement"),
expiring December 31, 2003, which provides us with a line of credit of up to
$300,000 based on our eligible accounts receivable, purchased components and
materials and finished goods inventories, as defined in the Agreement. The
Agreement contains certain financial covenants, which require us to maintain a
minimum level of tangible net worth and places limitations on the ratio of our
total debt to our tangible net worth, as defined in the Agreement. Further, the
financial institution has introduced a new requirement an unconditional personal
guaranty from the Company's Chairman and CEO, and largest shareholder. This
guaranty is absolute, unconditional and continuing and shall remain in effect
until all of the obligations have been fully paid. Borrowings under the line of
credit bear interest at the bank's specified prime rate plus 1%. Net borrowings
under this line of credit totaled $132,997 at September 30, 2003.
While the Company believes that the Agreement will be renewed upon its
expiration on December 31, 2003, the Company has no guarantee of a renewal and,
accordingly, there is a risk that the corresponding line of credit could be
eliminated as a resource on December 31, 2003. If the line of credit is not
renewed, the Company believes it can obtain alternative financing; however,
there can be no assurances that alternative financing will be available.
In January 1999, we secured an additional reducing revolving line of credit from
the same institution that provides for initial borrowings up to a maximum of
$1,000,000. Availability under the reducing revolving line of credit decreases
by approximately $11,900 per month and the line expires January
2006. Availability under this line at September 30, 2003 was approximately
$333,320. Borrowings under this loan agreement bear interest at the 30-Day
Commercial Paper Rate plus 2.90%. Net borrowings under this line of credit
totaled $325,092 at September 30, 2003.
We believe that cash generated by our future operations, current cash and cash
equivalents, and the existing lines of credit should supply the cash resources
to meet our cash needs for at least the next 12 months. However, this
expectation is not at all guaranteed and it may be that these cash resources
fall short of the Company's cash needs over the next 12 months.
ITEM 3. Controls and Procedures
The Company's management, including the Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the design and operation
of the Company's disclosure controls and procedures as of the end of the period
covered by this quarterly report, and based on their evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that these
disclosure controls and procedures are effective. There have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
nor were any significant deficiencies or material weaknesses found in the
Company's internal controls.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Shareholders was held on August 25, 2003
at the offices of the Company, 270 Pulaski Road, Greenlawn, New York. The
only matter voted on was the election of the Directors of the Company. The
following people, already being directors, were elected to continue as
directors; Mr. Jonathan Casher, Mr. Michael Breneisen, Mr. Jamil Sopher,
Dr. Kenneth S. Schneider. For the election of directors 1,103,578 shares
were represented by shareholders present or by proxy. The vote for each
director was as follows: Mr. Jonathan Casher 1,100,378 votes for director
and 3,200 votes against, Mr. Michael Breneisen 1,100,378 votes for
director and 3,200 votes against, Mr. Jamil Sopher 1,100,378 votes for
director and 3,200 votes against and Dr. Kenneth S. Schneider 1,100,378
votes for director and 3,200 votes against.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
On September 15, 2003, the Company filed a Current Report on Form 8-K to report
the granted options to purchase 100,000 shares of the Company's common stock
pursuant to the Company's 2001 Stock Option Plan (the "Plan") to each of Kenneth
Schneider, the Company's Chairman and CEO, and Michael Breneisen, the Company's
President and CFO.
(i) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the CEO and the CFO Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
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.
TELEBYTE, INC.
By: /s/ Kenneth S. Schneider
------------------------
Kenneth S. Schneider
Chairman of the Board
(Principal Executive Officer)
By: /s/ Michael Breneisen
------------------------
Michael Breneisen, President
(Principal Financial and Accounting Officer)
Date: November 14, 2003