OHIO 31-0121318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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 the filing requirements for at least the past 90 days. YES X NO
State the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: 1,821,727 shares of Common Stock, without par value, were outstanding at April 30, 2001.
PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of March 31, 2001 (unaudited)
and December 31, 2000 3 - 4
Statements of Operations For the Three Months
Ended March 31, 2001 and 2000 (unaudited) 5
Statements of Cash Flows For the Three Months
Ended March 31, 2001 and 2000 (unaudited) 6 - 7
Notes to Financial Statements (unaudited) 8 - 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 12 - 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk N/A
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. N/A
Item 2. Changes in Securities and Use of Proceeds. 15
Item 3. Defaults Upon Senior Securities. N/A
Item 4. Submission of Matters to a Vote of Security Holders. N/A
Item 5. Other Information. N/A
Item 6. Exhibits and Reports on Form 8-K. 15 - 16
Signatures. 16
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ITEM I. FINANCIAL STATEMENTS
MARCH 31, DECEMBER 31,
ASSETS 2001 2000
------ ---- ----
(UNAUDITED)
CURRENT ASSETS
Cash $ 84,985 $ 202,406
Accounts and notes receivable
Trade, less allowance for doubtful accounts of $26,000 and
$26,000, respectively 457,324 386,567
Related party receivables 4,283 4,283
Inventories 824,526 617,468
Prepaid expenses 34,770 39,766
---------- ----------
Total current assets 1,405,888 1,250,490
---------- ----------
PROPERTY AND EQUIPMENT,
AT COST
Machinery and equipment 2,024,267 1,959,086
Furniture and fixtures 17,170 15,250
Leasehold improvements 312,801 305,586
---------- ----------
2,354,238 2,279,922
Less accumulated depreciation 1,749,743 1,701,150
---------- ----------
604,495 578,772
---------- ----------
OTHER ASSETS 46,645 38,688
---------- ----------
TOTAL ASSETS $2,057,028 $1,867,950
========== ==========
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The accompanying notes are an integral part of these financial statements.
MARCH 31, DECEMBER 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2001 2000
------------------------------------ ---- ----
(UNAUDITED)
CURRENT LIABILITIES
Capital lease obligation, current portion $ 26,914 $ 26,279
Note payable shareholders, current portion 10,869 10,869
Accounts payable 394,949 294,028
Accounts payable, shareholders 2,828 1,803
Accrued expenses 117,702 156,916
-------------- ---------------
Total current liabilities 553,262 489,895
-------------- ---------------
CAPITAL LEASE OBLIGATION, NET OF
CURRENT PORTION 52,151 57,965
-------------- ---------------
NOTE PAYABLE SHAREHOLDERS, NET OF CURRENT
PORTION 113,401 121,401
-------------- ---------------
REDEEMABLE CONVERTIBLE PREFERRED
STOCK (Series A)
10% cumulative, nonvoting, no par value, $1,000 stated
value, liquidation and mandatory redemption at
stated value per share plus unpaid and accumulated
dividends $285.96 and ($260.96), respectively 93,061 87,658
-------------- ---------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Convertible preferred stock, Series B, 10% cumulative, nonvoting, no par
value, $10 stated value, optional redemption at 103% 345,309 338,424
Common stock, no par value, authorized 15,000,000
shares; 1,821,727 and 1,816,977 shares issued and outstanding,
respectively 6,355,571 6,334,696
Additional paid-in capital 85,899 98,187
Accumulated deficit (5,541,626) (5,660,276)
-------------- ---------------
1,245,153 1,111,031
-------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,057,028 $ 1,867,950
============== ===============
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The accompanying notes are an integral part of these financial statements.
2001 2000
---- ----
(RESTATED)
SALES REVENUE $ 889,744 $ 626,037
CONTRACT RESEARCH REVENUE 170,436 170,309
--------------- --------------
1,060,180 796,346
--------------- --------------
COST OF SALES REVENUE 601,276 510,294
COST OF CONTRACT RESEARCH REVENUE 122,916 140,232
--------------- --------------
724,192 650,526
--------------- --------------
GROSS MARGIN 335,988 145,820
GENERAL AND ADMINISTRATIVE EXPENSES 145,252 109,895
SALES AND PROMOTIONAL EXPENSES 65,968 74,380
--------------- --------------
INCOME (LOSS) FROM OPERATIONS 124,768 (38,455)
--------------- --------------
OTHER INCOME (EXPENSE)
Interest (7,004) (12,373)
Miscellaneous, net 886 1,595
--------------- --------------
(6,118) (10,778)
--------------- --------------
INCOME (LOSS) BEFORE INCOME TAX 118,650 (49,233)
INCOME TAX EXPENSE -- --
--------------- --------------
NET INCOME (LOSS) 118,650 (49,233)
DIVIDENDS ON PREFERRED STOCK (9,360) (20,924)
ACCRETION OF REDEEMABLE CONVERTIBLE
PREFERRED (SERIES A) (2,928) (2,928)
--------------- --------------
INCOME (LOSS) APPLICABLE TO COMMON SHARES $ 106,362 $ (73,085)
=============== ==============
EARNINGS PER SHARE - BASIC AND DILUTIVE (NOTE 2)
NET INCOME (LOSS) PER COMMON SHARE
Basic $ 0.06 $ (0.06)
=============== ==============
Diluted $ 0.06 $ (0.06)
=============== ==============
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 1,818,069 1,290,483
=============== ==============
Diluted 1,826,140 1,290,483
=============== ==============
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The accompanying notes are an integral part of these financial statements.
2001 2000
---- ----
(RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 118,650 $ (49,233)
---------------- ----------------
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation 48,302 74,232
Amortization 610 350
Inventory reserve (13,091) 20,037
Provision for doubtful accounts -- (312)
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (70,757) (67,137)
Inventories (193,967) (14,155)
Prepaid expenses 4,996 (7,386)
Other assets (8,567) --
Increase (decrease) in liabilities:
Accounts payable 120,946 19,107
Accrued expenses (39,214) 76,322
---------------- ----------------
Total adjustments (150,742) 101,058
---------------- ----------------
Net cash provided by (used in) operating activities (32,092) 51,825
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (74,025) (15,868)
---------------- ----------------
Net cash used in investing activities (74,025) (15,868)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft -- (29,419)
Principal repayments on notes payable, bank -- (5,617)
Principal repayments on long-term debt, shareholder (8,000) --
Principal payments on capital lease obligation (5,179) (10,596)
Proceeds from exercise of common stock options 1,875 79,800
Payment of cumulative dividends -- (15,675)
Redemption of Series A preferred stock -- (54,450)
---------------- ----------------
Net cash used in financing activities (11,304) (35,957)
---------------- ----------------
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The accompanying notes are an integral part of these financial statements.
2001 2000
---- ----
(RESTATED)
NET INCREASE (DECREASE) IN CASH (117,421) -
CASH - Beginning of period 202,406 -
------------------ ----------------
CASH - End of period $ 84,985 $ -
================== ================
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ 6,176 $ 1,200
Income taxes $ - $ -
SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Common stock was issued as partial payment for accounts payable $ 19,000 $ -
Preferred stock, series A converted to common stock $ - $ 8,275
Subordinate debt was issued to a shareholder as reimbursement for the
shareholder paying a note payable to the Company $ - $ 89,408
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The accompanying notes are an integral part of these financial statements.
NOTE 1. BUSINESS ORGANIZATION AND PURPOSE
Superconductive Components, Inc. (the Company) is an Ohio corporation that was incorporated in May 1987. The Company was formed to develop, manufacture and sell materials using superconductive principles. Operations have since been expanded to include the manufacture and sale of non-superconductive materials. The Company's domestic and international customer base is primarily in the research, education, electronics and functional coatings industries.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation of the results of operations for the periods presented have been included. The financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2000. Interim results are not necessarily indicative of results for the full year.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.
NOTE 3. CHANGE IN ACCOUNTING
Pursuant to a review of the Company's previously filed Form 10-SB, the Company has changed its accounting for Series A and B preferred stock and debt forgiveness of subordinated notes payable. Therefore, the March 31, 2000 balance sheet, statement of operations and statement of cash flows for the three months ended March 31, 2000 have been restated. For additional information regarding the restatement, see Note 15 in Form 10-SB, Amendment No. 4. The following summarizes information as originally reported and as restated for the three months ended March 31, 2000:
AS ORIGINALLY AS
REPORTED RESTATED
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Revenues $ 796,346 $ 796,346
Net loss $ (18,939) $ (49,233)
Net loss applicable to common shares $ (18,939) $ (73,085)
Earnings per shares - basic and diluted $ (0.01) $ (0.06)
Weighted average common shares outstanding 1,397,398 1,290,483
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NOTE 4. INVENTORY
Inventory is comprised of the following:
MARCH 31, DECEMBER 31,
2001 2000
---- ----
(unaudited)
Raw materials $ 574,396 $ 413,657
Work-in-progress 101,516 111,978
Finished goods 196,523 152,833
Inventory reserve (47,909) (61,000)
---------------- ---------------
$ 824,526 $ 617,468
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NOTE 5. COMMON STOCK AND STOCK OPTIONS
During the three months ended March 31, 2001, the Company paid cash of $12,500 and issued 19,000 shares of common stock of the Company at a subscription price of $1.00 per share to Taratec Corporation for services rendered to the Company. The President of Taratec, Mr. Ungar, is a director of the Company. The fair market value of the common stock issued at the date of issuance was $1.34 per share, or a discount of 25%. The Company issued the shares at a discounted price as the shares are unregistered and, therefore, limited as to marketability for sale until the securities are registered under the Securities Act of 1933 or an applicable exemption from registration thereunder.
During the three months ended March 31, 2001, common stock options totaling 750 shares of common stock were converted at an option price of $2.50 for total cash proceeds of $1,875.
The following incentive stock options were granted under the 1995 Stock Option plan during the period:
GRANT DATE # OF OPTIONS GRANTED OPTION PRICE
---------- -------------------- ------------
January 15, 2001 5,000 $1.34
March 7, 2001 25,000 $1.88
April 23, 2001 15,000 $2.00
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In addition, on April 2, 2001, non-statutory stock options to purchase 10,000 shares at $1.30 per share were granted under the 1995 Stock Option Plan to the Company President in connection with his guarantee of certain lease financing to the Company.
NOTE 6. EARNINGS PER SHARE
Basic income per share is calculated as income available to common stockholders divided by the weighted average of common shares outstanding. Diluted earnings per share is calculated as diluted income available to common stockholders divided by the diluted weighted average number of common shares. Diluted weighted average number of common shares has been calculated using the treasury stock method for Common Stock equivalents, which includes Common Stock issuable pursuant to stock options and Common Stock warrants. The following is provided to reconcile the earnings per share calculations:
THREE MONTHS ENDED MARCH 31,
2001 2000
---- ----
Income (loss) applicable to common shares $ 106,362 $ (73,085)
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Weighted average common shares
outstanding - basic 1,818,069 1,290,483
Effect of dilutive stock options 8,071 -
---------------- ---------------
Weighted average shares outstanding -
diluted 1,826,140 1,290,483
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NOTE 7. SEGMENT INFORMATION
The Company is managed in two operating segments: Target Materials, Inc. ("TMI") and the SCI Division ("SCI"). While the Company sells overseas, in the past management did not separately identify and evaluate financial information pertaining to overseas sales; therefore, revenue by geographic location is not available for 2000. For 2001, management has implemented processes to track this data.
Corporate operations include administrative and sales functions. Corporate assets include cash and general fixed assets.
The following is a summary of key segment information for the three months ended March 31, 2001. As noted previously, international sales data is not available for the three months ended March 31, 2000.
MARCH 31, 2001
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SCI TMI CORPORATE TOTAL
--- --- --------- -----
Revenues:
U.S $ 298,158 $ 614,605 $ -- $ 912,763
International 43,736 103,681 -- 147,417
----------- ----------- ----------- -----------
Total 341,894 718,286 --
1,060,180
Segment profit
(loss) 98,179 189,841 (169,370) 118,650
Interest expense -- -- 7,004 7,004
Depreciation and
amortization 13,105 8,924 26,883 48,912
Segment assets 575,367 1,144,444 337,217 2,057,028
Expenditures for
segment assets 36,397 11,639 25,989 74,025
MARCH 31, 2000
--------------
Revenues $ 323,024 $ 473,322 $ -- $ 796,346
Segment profit
(loss) 39,558 17,908 (106,699) (49,233)
Interest expense -- -- 12,373 12,373
Depreciation and
amortization 12,738 6,681 54,813 74,232
Segment assets 592,497 927,469 142,512 1,662,478
Expenditures for
segment assets 10,749 2,002 3,117 15,868
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Financial Statements and Notes contained herein.
The following section contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as will likely result, are expected to, will continue, is anticipated, estimated, projection, outlook) are not statements of historical fact and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, including but not limited to economic, competitive, regulatory, growth strategies, available financing and other factors discussed elsewhere in this report and in other documents filed by the Company with the SEC. Many of these factors are beyond the Company's control. Actual results could differ materially from the forward-looking statements made. In light of these risks and uncertainties, there can be no assurance that the results anticipated in the forward-looking information contained in this report will, in fact, occur.
Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statements are made or reflect the occurrence of unanticipated events, unless necessary to prevent such statements from becoming misleading. New factors emerge from time to time and it is not possible for management to predict all factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
RESULTS OF OPERATIONS
To date, the Company has received revenue predominantly from commercial sales, government research contracts and non-government research contracts. The Company has incurred cumulative losses of $5,541,626 from inception to March 31, 2001.
THREE MONTHS ENDED MARCH 31, 2001 (UNAUDITED) COMPARED TO THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED):
Revenues for the three months ended March 31, 2001 were $1,060,180 compared to $796,346, an increase of $263,834 or 33.1% from the three months ended March 31, 2000.
TMI sales increased to $718,286 in 2001 from $473,322 in 2000 or an increase of 51.8%. The increase in sales is partially due to $172,000 in tantalum sales that occurred due to current market pricing of the metal. The remaining increase is due to continued efforts in marketing and scrap sales totaling $48,000.
SCI sales for product sales increased to $171,458 from $152,715 or an increase of 12.3%.
Contract research revenues were $170,436 in 2001 as compared to $170,309 in 2000. The Company was awarded a Phase I SBIR grant from the National Science Foundation in January 2001 and $50,000 of the grant is included in first quarter 2001 revenues.
Total gross margin in 2001 was $335,988 or 31.7% of total revenue compared to $145,820 or 18.3% in 2000.
Gross margin on sales revenue for the SCI Division product sales was 23.9% in 2001 compared to 20.7% in 2000.
Gross margin on contract research revenue in the SCI in segment reporting was 27.9% for 2001 compared to 17.7% in 2000. The increase in gross margin on contract research was due to a new Phase I SBIR grant from the National Science Foundation which began in January 2001 and lower sub-contractor costs. The new contract represented approximately 33% of first quarter 2001 contract research revenue.
Selling expense in 2001 decreased to $65,968 from $74,380 in 2000, a decrease of 11.3%. SCI hired an in-house sales person in June 2000; and TMI had lower commission expense compared to first quarter 2000.
General and administrative expense in 2001 increased 32.2% to $145,252 from $109,895. The increase in these costs related to additional expenses for preparing annual filings in compliance with regulatory agencies and payroll costs for management.
Internal research and development costs are expensed as incurred. Research and development costs, including testing, for 2001 was $27,447 compared to $35,384 in 2000. Internal research and development costs decreased due to a temporary reduction in staff.
Interest expense was $7,004 for the quarter ended March 31, 2001 compared to $12,373 a year ago due to lower bank borrowings.
LOSS APPLICABLE TO COMMON SHARES
Net income (loss) per common share based on the income (loss) applicable to common shares for the three months ended March 31, 2001 and 2000 was $.06 and $(.06), respectively. The income (loss) applicable to common shares includes the net income (loss) from operations, Series A and B preferred stock dividends and the accretion of Series A preferred stock. The net income (loss) per common share from operations was $0.07 and $(0.04), respectively. The difference between the net loss from operations and the loss applicable to common shares of $(.01) and $(.02), respectively, is result of the position that the preferred shareholders have in comparison to the common shareholders.
Dividends on the Series A and B preferred stock accrue at 10% annually on the outstanding shares. Dividends on the Series A preferred stock totaled $2,475 for first quarter 2001 and $2,874 for the comparable period last year. Dividends on the Series B preferred stock totaled $6,885 in 2001 and $18,050 last year.
The accretion of Series A preferred stock represents issue costs of $70,277 that were netted against the proceeds of Series A preferred stock. The issue costs are being amortized on a straight-line basis over the payout period of seven years of income (loss) applicable to common shares and additional paid-in capital. The accretion for each period totaled $2,928.
For the three months ended March 31, 2001, basic and diluted earnings per common share were $.06 per share with 1,818,069 and 1,826,140 weighted average common shares outstanding, respectively.
For the three months ended March 31, 2000, basic and diluted loss per common share were $(.06) per share. Weighted average common shares outstanding totaled 1,290,483 for both basic and diluted methods.
LIQUIDITY AND WORKING CAPITAL
At March 31, 2001, working capital was $852,626 compared to $155,959 at March 31, 2000. The Company provided (utilized) cash from operations for the three months ended March 31, 2001 and 2000 of approximately $(32,000) and $52,000, respectively. Significant non-cash items including depreciation and inventory reserve on excess and obsolete inventory were approximately $36,000 and $94,000, respectively, for the three months ended March 31, 2001 and 2000. Overall, accounts receivable, inventory, and prepaids increased (decreased) in excess of accounts payable and accrued expenses by approximately $186,000 and $(7,000), respectively, as a result of timing of receipt of inventory versus required scheduled payments on this inventory and increased accounts receivable due to the significant increase in sales.
For investing activities, the Company used cash of approximately $74,000 and $16,000 for the first quarter 2001 and 2000, respectively. The amounts invested were used to purchase machinery and equipment for increased production capacity.
For financing activity for the three months ended March 31, 2001, the Company utilized cash of approximately $11,000. Cash payments to third parties for capital lease obligations totaled $5,000; cash payments to shareholders totaled $8,000; cash proceeds for the exercise of stock options totaled $1,875.
For financing activity for the three months ended March 31, 2000, the Company utilized cash of approximately $36,000. Due to tight cash flow in the prior year, the Company paid $29,000 to decrease the amount of overdrawn cash. Cash payments to third parties for debt and capital lease obligations approximated $16,000. Proceeds from the sale of common stock options totaled $79,800. Series A payments for principal and cumulative dividends totaled $70,125.
Officers of the Company have advanced funds in the form of notes payable and accounts payable and guaranteeing bank debt. There is no commitment by these individuals to continue funding the Company or guaranteeing bank debt in the future. However, the Company believes that its current operations and pursuit of new financing arrangements will allow management to continue to pursue current plans. However, the Company cannot be certain that it will be successful in efforts to raise additional new funds.
INVESTORS ARE REFERRED TO AND SHOULD SPECIFICALLY CONSIDER THE RISKS AND SPECULATIVE FACTORS INHERENT IN AND AFFECTING THE BUSINESS OF THE COMPANY AND THE COMPANY'S COMMON STOCK AS SET FORTH IN THE COMPANY'S 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2000, AT PAGES 22-25.
ITEM 2. CHANGES IN SECURITIES.
During the three months ended March 31, 2001, the Company issued 19,000 shares of common stock of the Company at a subscription price of $1.00 per share to Taratec Corporation for services rendered to the Company. The President of Taratec, Mr. Ungar, is a director of the Company. The fair market value of the common stock issued at the date of issuance was $1.34 per share, or a discount of 25%. The Company issued the shares at a discounted price as the shares are unregistered and, therefore, limited as to marketability for sale until the securities are registered under the Securities Act of 1933 or an applicable exemption from registration thereunder. The certificates representing the shares of common stock were appropriately legended. In the Company's opinion, the issuance of these shares was exempt pursuant to Section 4(2) of the Securities Act and the rules promulgated thereunder.
During the three months ended March 31, 2001, common stock options totaling 750 shares of common stock were converted at an option price of $2.50 for total cash proceeds of $1,875.
The following incentive stock options were granted to employees of the Company under the Company's 1995 Stock Option Plan during the period:
GRANT DATE # OF OPTIONS GRANTED OPTION PRICE
---------- -------------------- ------------
January 15, 2001 5,000 $1.34
March 7, 2001 25,000 $1.88
April 23, 2001 15,000 $2.00
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The options vest 20% per year beginning on the first anniversary of the date of grant, and expire on the tenth anniversary of the date of grant.
In addition, on April 2, 2001, non-statutory stock options to purchase 10,000 shares at $1.30 per share were granted under the 1995 Stock Option Plan to the Company President in connection with his guarantee of certain lease financing to the Company. These options vested fully on the date of grant, and expire on the tenth anniversary of the date of grant.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS. EXHIBIT EXHIBIT NUMBER DESCRIPTION ------ ----------- |
3(a) * Amended and Restated Articles of Incorporation of Superconductive Components, Inc.
3(b) * Restated Code of Regulations of Superconductive Components,
Inc.
10(a) * Lease Agreement between Superconductive Components, Inc. and
University Area Rentals dated as of February 7, 1997.
10(b) * Subcontract Agreement between Superconductive Components,
Inc. and The Ohio State University effective as of April 1,
2000.
10(c) * 1987 Incentive Stock Option Plan.
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10(d) * 1991 Non-Statutory Stock Option Plan.
10(e) * 1995 Stock Option Plan.
10(f) ** License Agreement with Sandia Corporation dated February 26,
1996.
10(g) ** Nonexclusive License with The University of Chicago (as
Operator of Argonne National Laboratory) dated October 12,
1995.
10(h) ** Nonexclusive License with The University of Chicago (as
Operator of Argonne National Laboratory) dated October 12,
1995.
10(i) ** Sales Distribution Agreement with Earth Chemical Co., Ltd.
10(j) ** National Aeronautics Space Administration Contract dated
April 8, 1999.
10(k) ** National Science Foundation award dated August 26, 1999.
10(l) ** National Science Foundation award dated November 27, 2000.
10(m) ** 10% Subordinated Promissory Note dated March 1, 1993.
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* Filed with the Company's initial Form 10-SB on September 28, 2000. ** Filed with the Company's Form 10-SB Amendment No. 1 on January 3, 2001.
(B) REPORTS ON FORM 8-K.
None.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 14, 2001 /s/ Edward R. Funk
----------------------------------------------------
Edward R. Funk, President and Chief Executive
Officer
(Principal Executive Officer and Principal Financial
Officer)
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