ITEM 1. BUSINESS
General
Founded in 1972, and located in suburban Philadelphia, SCAN-GRAPHICS(R), Inc. is an international provider of GIS database management software products, large document scanners, backfile conversion services, and imaging technology, software and systems.
Due to the Company's established areas of expertise and the continued emergence and growth of imaging and document management technologies, SCAN-GRAPHICS has taken aggressive steps to reposition itself in the Electronic Document Management (EDM) market during 1995.
The Company is now divided into the following three divisions:
oThe Scanner Division oSedona TM GeoServices, Inc. oTechnology Resource Center, Inc. (TRC)
The Scanner Division is a provider of monochrome, greyscale, and color large document scanners and imaging subsystems. It is an innovator in the development of new scanning and raster-to-vector conversion technology. The color scanners and related subsystem software are manufactured and distributed by Tangent Engineering, Inc., of Englewood, CO. Tangent was acquired by the Company during December 1995.
Sedona GeoServices, Inc., was acquired by SCAN-GRAPHICS in July 1995. It immediately became a wholly owned subsidiary of the Company, and, through this acquisition, acquired the right to package and commercially distribute Lockheed Martin geospatial software products, which will be launched during the third to fourth quarter 1996. Sedona is the only authorized distributor of these products in the commercial marketplace.
The formation of the Technology Resource Center, Inc. (TRC) was announced in November 1995. Due to be incorporated and functional in the fourth quarter of 1996, this new subsidiary will provide document conversion services, computer system services and training services focused on imaging and document management technologies. A key objective of TRC is to address the existing shortage of qualified imaging and document management personnel through the training and certification of many individuals, including, but not limited to unemployed and under-employed people.
Financial Information (In Thousands)
Total revenues for the years ended December 31, 1995, 1994 and 1993 were $4,987 $5,067, and $3,839, respectively. The percentages of total revenue for scanners and related services for years ended 1995, 1994 and 1993 were 93%, 91%, and 85% respectively. The percentages of total revenue for software and related services for years ended 1995, 1994 and 1993 were 5%, 2%, and 2% respectively. The percentages of total revenue for license and royalty fees for years ended 1995, 1994 and 1993 were 2%, 7%, and 13%, respectively.
Financial Information Relating to Domestic and International Sales: (In Thousands)
1995 1994 1993 ---- ---- ---- Sales to unaffiliated customers: United States $3,825 $4,105 $3,030 Export 1,162 962 809
Gross Profit: United States $1,048 $2,130 $1,001 Export 692 747 456
Exports were sold into the following regions: Western Europe, Eastern Europe, Asia and Middle East.
ITEM 1. BUSINESS (Continued)
It should be noted that to-date, the Company has financed the start-up of Sedona GeoServices, Inc. from its Scanner Division's cash flow and partially from the proceeds of a $1.25 million private placement of the Company's convertible preferred stock completed in September, 1995.
Description of Business and Principal Products
SCAN-GRAPHICS is a provider of GIS database management software products and is a pioneer and leader in scanning and image processing technology, large document scanners, backfile conversion services, and imaging software and systems. SCAN-GRAPHICS markets its products internationally through systems integrators and distributors. The Company is divided into the following three divisions:
oThe Scanner Division oSedona GeoServices, Inc. oTechnology Resource Center, Inc. (TRC)
Scanner Division
SCAN-GRAPHICS Scanner Division offers a variety of monochrome and greyscale imaging software for multiple platforms and applications. Specifically, the Company offers scanner operating systems software, image viewing, software, and raster-to-vector conversion, editing, and OCR software.
Tangent Engineering, Inc., a part of the Company's Scanner Division, was acquired in December 1995, and markets its products under the Tradename of Tangent Color Systems. Tangent offers three styles of color large document scanners and associated imaging software which are packaged into complete color scanning systems and sold under the brand name INTREPID.
Sedona GeoServices, Inc.
Sedona GeoServices, Inc., is the only Master Value Added Reseller authorized to commercially package and distribute Lockheed Martin geospatial software products to the commercial marketplace. These leading edge products are based upon the first open architecture, object-oriented database management system for processing geospatially oriented information. These products will allow data types such as maps, images, text and relational database information to be organized and manipulated within a single, user intuitive Geographic Information Systems (GIS).
Sedona GeoServices will offer the following commercial off-the-shelf (COTS) products:
1) Sedona GeoCATALOG TM will enable developers and resellers of geospatial information products, such as maps, aerial photography, and satellite imagery to create and distribute soft copy and on-line products catalogs.
2) Sedona GeoVIEW TM will be a full-function, high-speed software subsystem that will enable a user to browse through, view, clean, annotate, manipulate and print large, complex digital images.
3) The Sedona VPFKit TM will consist of a set of class libraries which will permit a software developer easy access to any database which uses the Vector Product Format(VPF). The Sedona VPFKit will provide a layer between the "raw" data in the database and the user's highest level (graphical or non-graphical)interface.
ITEM 1. BUSINESS (Continued)
4) Sedona DMTool TM will consist of an integrated set of sophisticated computer software organized into a toolbox which will manipulate geospatial data and transform it into pertinent geographic information. The toolbox will contain open, object oriented data management tools which will organize and manipulate world objects, such as maps, images and text information within a single, user intuitive Geographic Information System (GIS).
Technology Resource Center, Inc. (TRC)
The TRC will provide a wide range of services in support of computer technologies that have been proven to improve office work productivity. The center will be a document conversion and training center. The center will concentrate on services that support imaging and document management technologies and the integration of these applications with other office processes such as accounting, information databases, and project controls.
License and Royalty Fees
The Company benefits from its technology expertise by the licensing of its patented hardware technology and software.
Research & Development (In Thousands)
The Company's engineering group is engaged in a continuing research and development program of its software and scanner products. Research and development expenses were $582, $783, and $770 for the years ended December 31, 1995, 1994, and 1993, respectively.
Patents and Copyrights
The Company is the sole owner of two patents entitled "High Speed, High Resolution Image Processing System," Patent Number 4,631,598 issued December 23, 1986 and Patent Number 4,972,273, issued November 20, 1990. Patents are effective for seventeen years from date of issuance.
During fiscal year 1995, 1994 and 1993 the Company capitalized costs related to the issuance of trademarks on its software products and patent costs related to the continuance, application and amendment of its High Speed, High Resolution Image Processing System.
These patents relate to the Company's scanner products. The Company believes that the technology contained in these patents is very important to electronic document scanner and/or digital copier products and to the Company's competitive position. The Company's developed software programs are covered and registered by copyrights.
Marketing
Each of the Company's three separate and distinct, yet synergistic business units sells its products and services through independent, yet complimentary distribution systems.
The Scanner Division sells its monochrome and greyscale scanners and related software through an expanding network of distributors, value added resellers, and system integrators. There are over 25 resellers in North America and 22 others throughout Europe, Asia, South America and the Pacific Rim. Tangent Engineering, Inc. sells its scanners and software products internationally through distributors, manufacturers representatives, and direct sales people.
ITEM 1. BUSINESS (Continued)
Sedona GeoServices, Inc. is developing a distribution system which consists of value added resellers, systems integrators, and strategic partners which will resell shrink-wrapped and customized commercial off-the-shelf (COTS) products and/or license technology for use in the products of resellers, integrators, and partners.
The TRC will sell its services through resellers, manufacturers representatives, and direct sales people. Marketing programs will focus on specific industries, such as engineering and manufacturing, where the Company has established expertise. Subsequently, the TRC expects to sell into other industries that have a high demand for imaging and document management services.
Major Customers
The Company's revenues for the 1995 fiscal year were derived from a number of customers. One customer accounted for more than 10% of the Company's net revenue for this period. (See Note 10 to the Financial Statements)
Competition
The Company's competition must be categorized according to the markets in which the three divisions operate.
The Scanner Division's monochrome and greyscale hardware products compete with four other hardware manufacturers. These five companies control approximately 75% of the worldwide marketplace. The Company's Tangent Color Systems products compete with primarily other makers of large format color reprographic products such as Canon and Xerox. In the area of front end image processing, the Company competes with numerous competitors located throughout the world. In all cases, the Company's market niche remains large document scanning and digital file manipulation.
Sedona GeoServices, Inc. competes against two types of organizations, GIS software developers and GIS-related systems integrators/consultants. Recent industry surveys show that 10 competitive software developers control over 80% of the GIS software market.
There are a number of organizations that offer services similar to those offered by the TRC. These organizations include scanning service providers, hardware and software product developers, consulting organizations, computer resellers and VARs, systems integrators, and electronic document management training and certification companies.
Suppliers
The Company is not dependent on any single supplier for components and subassemblies in the manufacture of its products.
Manufacturing
The Company manufactures its large format scanners, MK35 Aperture Card Library Management System, scanner interfaces, scan servers, and software products at its Broomall, PA and Englewood, CO facilities.
Management believes that the facilities are adequate to fulfill its current and near term needs given the current and projected level of sales.
Employees
As of December 31, 1995, the Company had fifty-five full-time employees. None of these employees are represented by a labor union. The Company believes that its relationships with its employees are satisfactory.
ITEM 1. BUSINESS (Continued)
Dependence Upon Key Personnel
The Company is dependent upon certain key members of its management for the successful operation and development of its business. The loss of the services of one or more of its management personnel could materially and adversely affect the operation of the Company. In addition, in order to continue its operations, the Company must attract and retain additional technically qualified personnel with backgrounds in engineering, production and marketing. There is keen competition for such highly qualified personnel and consequently there can be no assurance that the Company will be successful in recruiting or retaining personnel of the requisite caliber or in the numbers necessary to enable the Company to continue to conduct its business.
ITEM 2.

ITEM 2. DESCRIPTION OF PROPERTY
The Company leases its principal offices and one of its manufacturing facilities at 700 Abbott Drive, Broomall PA 19008. The current lease was renewed on September 1, 1994 and continues through August 31, 1997 with an option to renew for two additional years. An additional manufacturing facility is located at 14 Inverness Drive East, Suite A-100, Englewood, CO 80112. The current lease has a term of five years beginning on June 1, 1994 and ending on May 31, 1999. Management believes that the facilities adequately fulfill its office and manufacturing space requirements. (See Notes 12 and 14 to the Financial Statements)
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS (In Thousands)
On September 15 1992, SCAN-GRAPHICS, Inc. and Scorpion Technologies, Inc. reached an initial settlement agreement regarding a jury verdict in favor of SCAN-GRAPHICS, Inc. in August 1992. The agreement provided that Scorpion Technologies, Inc. was to pay SCAN-GRAPHICS, Inc. $2,000. As a result of the settlement, Scorpion paid the Company $1,430 through December 31, 1993, but defaulted in May 1993 on its obligation. As a result of Scorpion's default, in November 1993, the Company received the software product source codes and capitalized such for $695 which represented the remaining balance due from Scorpion. The value of the software was verified by an independent appraiser and was valued at $1,243. In March 1994, Scorpion turned over and the Company took possession of all Scorpion SGS8000 scanner technology which included all tangible and intangible assets
On November 20, 1995, an action was commenced against the Company seeking damages in excess of $117, for alleged fraud and breach of contract. On February 8, 1996, the Company answered the complaint, denying entitlement to recovery of any monies and counter-claiming for breach of contract and fraud. (See Note 11 to the Financial Statements)
During 1995, an action was filed against the Company through the International Arbitration Tribunal in Paris, France, claiming amounts due and damages for the Company's alleged failure to perform its obligations under a March 30, 1990 agreement. The Company has filed an answer to the complaint on February 30, 1996, asserting loss of profits from failure by the Plaintiff to forward sales orders for parts, maintenance and software. (See Note 11 to the Financial Statements)
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
PART II
ITEM 5.

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS.
The common stock is traded in the over-the-counter market and is authorized to be quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System under the symbol "SCNG".
The following Table sets forth the high and low bid prices of the Company's common stock as reflected on NASDAQ for the periods indicated. The bid prices represent quotations in the over-the-counter market between dealers in securities and do not include retail markups, markdowns, or commissions and do not necessarily represent actual transactions.
As of February 29, 1996 there were approximately 2,000 Shareholders of record. On February 29, 1996, the last reported sale price of the Company's common stock as reported on the NASDAQ System was $3.53125.
The Company has never declared or paid cash dividends on its common stock and does not anticipate payment of cash dividends on its common stock in the foreseeable future. It is the current intent of the Company to continue to retain any earnings to finance the development and expansion of its business.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA (In Thousands)
The following table sets forth selected financial information regarding the Company for the year ended December 31, 1995 and for the four previous years.
ITEM 6. SELECTED FINANCIAL DATA (In Thousands) (Continued)
This information should be read in conjunction with the financial statements and notes thereto included in Item 8 of this Form 10-K.
YEAR ENDED DECEMBER 31,
- --------------------------- 1 Restated due to acquisition of Tangent Engineering, Inc.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources (In Thousands)
At December 31, 1995, cash and cash equivalents decreased to $189, a $37 decrease compared to the December 31, 1994 amount of $226. At December 31, 1994, cash and cash equivalents increased to $226, a $84 increase compared to the December 31, 1993 amount of $142. The above changes in cash and cash equivalents are explained as follows in the cash flow from operating, investing and financing activities.
As of December 31, 1995, the cash flows from operating activities resulted in a net use of cash of $1,234 compared to the December 31, 1994 and December 31, 1993's use of cash of $138 and $375, respectively. The increase in the use of cash as of December 31, 1995, as compared to 1994 is primarily due to higher losses incurred, the increase in inventory and the payment of accrued bonuses. The decrease in the use of cash as of December 31, 1994 as compared to 1993 is primarily due to lower losses incurred, the increase in both accounts payable/accrued expenses and accrued bonuses.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
As of December 31, 1995, the cash flows from investing activities resulted in a net use of cash of $139 compared to the December 31, 1994 and 1993's use of cash of $29 and $224, respectively. The increase in the use of cash as of December 31, 1995, is due to no proceeds from the sale of property and equipment compared to the December 31, 1994, amount of $104. The decrease in the use of cash as of December 31, 1994, is due to the decrease in the purchase of property and equipment and the proceeds from the sale of property and equipment of $104 compared to $3 at December 31, 1993.
As of December 31, 1995, the cash flows from financing activities resulted in net cash provided by financing activities of $1,336 compared to the December 31, 1994 and 1993's cash provided of $251 and $257, respectively. The increase in cash provided is primarily due to the proceeds from the issuance of preferred stock of $1,050 and the proceeds from the exercise of common stock warrants/options of $444. There was a minimal decrease in the cash provided at December 31, 1994 as compared to December 31, 1993. In 1994, cash provided was primarily due to the proceeds from loans payable, officers and the issuance of long term debt as compared to 1993's proceeds from the issuance of stock and loans payable officers.
In 1995, the Company acquired the rights to develop and distribute a geospatial software product and acquired Tangent Engineering, Inc., a manufacturer of color document scanners. The Company is planning on raising additional capital through the private placement of its securities and/or the issuance of convertible notes. The use of these funds will be used for the further development of the geospatial software and the start-up of the Company's Technology Resource Center (TRC) which will be a document conversion and technology training center.
In connection with a $3,100,000 private placement of its securities in March 1996, the Company offered for sale 62 units, each of which consisted of a $50,000, 8% convertible note due March 28, 1997, 19,355 "A" warrants and 19,355 "B" warrants. The notes and any accrued interest are convertible within one year at a price per share equal to the lesser of $3.00 or 65% of the average closing bid price for the five days preceding conversion.
The warrants are exercisable immediately and expire in March 1999. The "A" warrants are exercisable at $3.00 per share or, if less, the lowest price per share at which any conversion shall have occurred under any of the convertible notes. The "B" warrants are exercisable at $4.00 per share. As of March 30, 1996, the Company has received proceeds amounting to $1,995,000. The proceeds will be used for working capital purposes and to fund the requirements of its subsidiary, Sedona GeoServices, Inc.
The Company believes that the proceeds from the private placement and funds generated from operations will be sufficient to meet the Company's working capital requirements for 1996.
Results of Operations (In Thousands)
Net Revenue in 1995 decreased to $4,987, a 1.6% decrease in revenue compared to the 1994 revenue of $5,067. This was a result of an decrease in license fees. Net revenue in 1994 increased to $5,067, a 32.0% increase in revenue compared to the 1993 revenue of $3,839. This increase occurred due to hardware sales.
The acquisitions during 1995 has significantly enhanced the product offering of the Company. The addition of color document scanners and geospatial software increase the Company's presence in the imaging market.
The percentage of total revenue for scanners and related services for years ended 1995, 1994 and 1993 was 93%, 91% and 85%, respectively. The percentage of total revenue for software and related services for years ended 1995, 1994 and 1993 was 5%, 2% and 2%, respectively. The percentage of total revenue for license fees for years ended 1995, 1994 and 1993 was 2%, 7% and 13%, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The gross margin decrease in 1995 was a result of the increase in manufacturing costs of its monochrome document scanners due to lack of working capital. This resulted in the Company paying a premium for its cost of material and labor. The Company believes that this was a one-time event and costs of manufacturing will return to its appropriate level. The Company's gross margin percentages were 35%, 57% and 38% for years ended 1995, 1994 and 1993, respectively. The gross margin increase in 1994 compared to 1993 was a result of a decrease in sales of third party products which had a lower gross margin than the Company's manufactured products.
Research and Development Expenses: In the years ended December 31, 1995, 1994 and 1993, the Company had research and development expenses of $582, $783, and $770, respectively. Research and development expenses as a percentage of revenue in 1995, 1994 and 1993 were 11.7%, 15.5%, and 20.1%, respectively. The Company's engineering and software group is engaged in continuous research and development of its software and scanner products. The decrease in research and development expenses was due primarily to the reduction in software engineering expenses as a result of completing the development of certain products. While continuing its research and development, the Company due to its limited resources, will focus those resources on products which can be brought to market in a short time frame.
Sales and Marketing Expenses: Sales and Marketing expenses for years ended December 31, 1995, 1994 and 1993 totaled $1,388 $1,360, and $1,340, respectively. Sales and marketing expenses as a percentage of Revenue in 1995, 1994 and 1993 were 27.8%, 26.8% and 34.9%, respectively. The Company is continuing its efforts to market its products through increasing its advertising and promotion and developing distributor relationships.
Operating, General and Administrative Expenses: General and Administrative expenses for the years ended December 31, 1995, 1994 and 1993 totaled $985, $1,641, and $1,142, respectively. General and Administrative expenses decreased in 1995 compared to 1994 as a result of a reversal of an Accounts Receivable Reserve of $229 set-up in 1994 and 1993 for a potentially uncollectible account. An agreement with the customer was reached for the full amount in March 1995 to pay the receivable. General and Administrative as a percentage of revenue in 1995, 1994 and 1993 were 19.8%, 32.4% and 29.7%, respectively.
Other Income/Expense: Litigation Legal Fees for the year ended December 31, 1995, 1994 and 1993 were $-0-, $42, and $39, respectively. These expenses are a result of the Company pursuing license fees owed to the Company per contractual obligations, patent infringement and a failed acquisition attempt.
Interest expense for years ended December 31, 1995, 1994 and 1993 were $44, $35, and $10, respectively. Interest expense increased in 1995, 1994 and 1993 due to the increase of the Company's Long Term Debt. As a result of the Company's losses in fiscal years 1995 and 1994 and prior years, the Company has borrowed money and has incurred varying amounts of interest expense.
Interest Income for years ended December 31, 1995, 1994 and 1993 was $2, $5, and $5, respectively. During 1995 and prior years interest income was earned on cash investments and sales type lease receivables.
Other Income for years ended December 31, 1995, 1994 and 1993 was $47, $120, and $7, respectively. The increase in other income in 1994 was due to the sale of equipment.
Other Expenses for years ended December 31, 1995, 1994 and 1993 were $27, $30, and $24, respectively. These expenses in 1995, 1994 and 1993 were primarily due to late payment charges.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Stock-Based Compensation
In 1996, the Company will adopt SFAS No. 123, "Accounting for Stock-Based Compensation." This standard establishes a fair value method for accounting for stock-based compensation plans either through recognition or disclosure. The Company intends to adopt this standard by disclosing the pro forma net income and earnings per share amounts assuming the fair value method was adopted on January 1, 1995. The adoption of this standard will not impact the Company's results of operations, financial position or cash flows.
Recoverability of Intangibles
The Company evaluates the recoverability of all intangibles annually, or more frequently whenever events and circumstances warrant revised estimates, and considers whether the intangibles should be completely or partially written off if the amortization period should be accelerated. In accordance with Statement of Financial Accounting Standards No 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," the Company assesses the recoverability of the intangibles based on undiscounted estimated future operating cash flows. As of December 31, 1995, the carrying value of the intangibles has been determined not to be impaired.
Inflation
Although inflation has resulted in an increase in certain operating costs during the past three years, management believes it has not had a material effect on the Company's results of operations or financial condition.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index on.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the directors and executive officers of the Company.
Name Age Position - ---- --- --------- Andrew E. Trolio 66 President, Chief Executive Officer and Chairman of the Board Joseph N. Battista 41 Vice President of Finance Robert Garber 46 Director Michael A. Mulshine 56 Secretary and Director Anthony M. Trolio (*) 39 Executive Vice President Howard L. Morgan 50 Director James C. Sargent 78 Director David S. Hirsch 60 Director
All Directors hold office until the next annual meeting of the Shareholders of the Company and until their successors are elected and qualified.
All officers serve at the discretion of the Board of Directors subject to the terms of their employment agreements.
(*) Anthony M. Trolio is the son of Andrew E. Trolio.
The business experience, principal occupation and employment of the directors and executive officers have been as follows:
Andrew E. Trolio, is Chairman of the Board, President and Chief Executive Officer of the Company. He founded the Company in 1972. From 1961 to 1971 he was President, Director and Founder of KDI Adtrol, Inc., a company which manufactured photo-optical recording and reading devices for motion picture cameras. He is also credited with several patents as inventor or co-inventor. Mr. Trolio is a Trustee of Cabrini College and has served as Chairman of the Finance and Audit Committee of SPIE and is currently a Fellow of the International Society of Optical Engineers.
Joseph N. Battista, Jr., the Company's Vice President of Finance, has been a Officer of the Company since October 1990. From 1987 to 1990, he was Vice President and Chief Financial Officer of Wefa, Inc. (Formerly Chase Econometrics and Wharton Econometrics), an economic consulting, economic data provider and software company. He received a BS degree in Accounting and an MBA degree from St. Joseph's University (Philadelphia) in 1976 and 1981, respectively. He is also a Certified Public Accountant in the State of Pennsylvania and is a member of the AICPA and PICPA.
Robert A. Garber, has served as Vice President and Chief Financial Officer of Tangent Engineering, Inc., since August of 1993. He now serves as Tangent's Chief Operating Officer. Mr. Garber has specialized in the domestic and international corporate finance, assets based lending investment banking, where he held various senior management positions, including positions with Chase Manhattan Bank, United States Leasing Corporation and Litton Industries. Mr. Garber was one of the founders of ICON Group, Inc., a New York based investment banking and securities organization. Robert A. Garber, is a graduate of New York's Bernard Baruch College, having earned as BS in Business Administration and Finance.
Michael A. Mulshine, has been a Director and Secretary of the Company since May 1985 and has been associated with the Company on a management consulting basis since 1979. He has been the President of Osprey Partners, a management consulting firm, since 1977. He is also Chairman of Dynex Sport Optics, Inc., an exclusive licensee of the Wilson Sporting Goods Company, and a director of Vasco Corp., an OTC traded company.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
Anthony M. Trolio, the Company's Executive Vice President has been with the Company since 1978. He is responsible for direction and planning related to software and hardware engineering. He received a BS degree from Villanova University in 1978.
Howard L. Morgan, Ph.D. has been a Director of the Company since September 1989. He is President of the ARCA Group, Inc., a consulting and investment management firm. Dr. Morgan was Professor of Decision Sciences at the Wharton School of the University of Pennsylvania from 1972 to 1986 and has headed Renaissance Technologies Corporation's venture capital activities since 1986. He serves on the board of directors of a number of emerging technology companies including Franklin Computer Corporation, Quarterdeck Office Systems, Integrated Circuit Systems, Inc., Cylink Corporation and Kentek Information Systems.
James C. Sargent, a Director of the Company since January 1992, is of Counsel to the law firm of Whitman & Ransom. He has been a partner at Whitman & Ransom for the past five years. He was Regional Administrator from 1955 to 1956, and Commissioner from 1956 to 1960, of the New York Regional Office of the Securities and Exchange Commission.
David S. Hirsch, a Director of the Company since January 1992, retired in 1991 from Wertheim Schroder & Co. Incorporated and its predecessor firms where he was a principal for over the last five years. Mr. Hirsch is also a director of Postal Buddy Corporation, Myers, Holdings & F.W. Myers and Reprise Capital Corp. He received an AB degree from Cornell University in 1957 and an MBA degree from Harvard University in 1959.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to the information under the caption "Compensation of Executive Officers and Directors" in the Company's definitive proxy statement for the 1996 annual meeting of Shareholders.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated by reference to the information under the caption "Security Ownership of Management and Certain Beneficial Owners" in the Company's proxy statement for the 1996 annual meeting of Shareholders.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference to the information under the caption "Certain Relationships and Related Transactions" in the Company's proxy statement for the 1996 annual meeting of Shareholders.
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Item 14(a) 1 and 2 Financial Statements and Schedules. See "Index to Financial Statements and Schedules" on.
(b) Reports on Form 8-K
None filed in the last quarter of the period covered by this report.
(c) Exhibits
The following is a list of exhibits filed as part of this annual report on Form 10-K. Where so indicated by footnote, exhibits which were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parenthesis.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (Continued)
3.1 Articles of incorporation (2) (Exhibit 3.1).
3.2 Bylaws (2) (Exhibit 3.2).
*3.3 Amendment to Articles of Incorporation
4.1 Specimen copy of stock certificate for shares of Common Stock of the Registrant. (5)
4.2 Specimen copy of stock certificate for shares of Class A Convertible Preferred Stock Series A (1) (Exhibit 4.2).
4.3 Specimen copy of stock certificate for shares of Class B Preferred Stock (1) (Exhibit 4.3).
4.4 Restricted Common Stock Registration Rights (1) (Exhibit 4.1).
4.5 Form of Common Stock Warrant (1) (Exhibit 4.4).
4.6 Form of Redeemable Common Stock Purchase Warrant and Subscription Agreement (1) (Exhibit 4.5).
4.7 Letter agreement between Cameron Associates, Inc. and SCAN-GRAPHICS, Inc. (1) (Exhibit 4.6).
*4.8 Specimen copy of stock certificate for shares of Class A Convertible Preferred Stock Series C.
**10.1 Employment Contract - Andrew E. Trolio (1) (Exhibit 10.1).
**10.2 Employment Contract - Anthony M. Trolio (1) (Exhibit 10.4).
**10.3 Employment Contract - Joseph N. Battista (1) (Exhibit 10.5).
**10.4 Form of Common Stock Option (1) (Exhibit 10.6).
**10.5 SCAN-GRAPHICS, Inc. 1992 Long Term Incentive Plan (3) (Exhibit 2.1 - Annex E).
10.6 Facility Lease, 700 Abbott Drive, Broomall, PA (6)
10.7 Form of Selling Shareholder Agreement (4) (Exhibit 10.2).
10.8 Agreement between SCAN-GRAPHICS, Inc. and Howard L. Morgan and the ARCA Group, Inc. (5) (Exhibit 10.9)
10.9 Agreement between SCAN-GRAPHICS, Inc. and Michael A. Mulshine and Osprey Partners. (6)
*24.1 Consent of BDO Seidman with respect to the registration statement on Form S-3 (33-47127).
25.1 Power of attorney (included on the signature page to this Form 10-K).
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (Continued)
* Filed herewith. ** Executive Compensation Plans and Arrangements.
(1) Filed as an Exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 1991, as amended by Amendment No. 1 on Form 8 dated June 12, 1992 and Amendment No. 2 on Form 8 dated July 27, 1992.
(2) Filed as an Exhibit to the Company's Current report on Form 8-K dated June 15, 1992.
(3) Filed as an Exhibit to the Registration Statement on Form 8-K, filed under the Securities Exchange Act of 1934, dated June 19, 1992.
(4) Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 33-47127) filed on July 2, 1992.
(5) Filed as an Exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 1992, as amended by Amendment No. 1 on Form 8 dated April 21, 1993.
(6) Filed as an Exhibit to the Annual Report on Form 10-K for the fiscal ended December 31, 1994.
SIGNATURES
ursuant to the requirements of Sections 13 or 15(d) of the Securities xchange Act of 1934, the registrant has duly caused this report to the e signed on its behalf by the undersigned, thereunto duly authorized.
SCAN-GRAPHICS, INC.
March 29, 1996 /s/ ANDREW E. TROLIO DATE ----------------------------- ANDREW E. TROLIO CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant, in the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Andrew E. Trolio, Chairman of the Board of Directors, President and Chief Executive Officer, his true and lawful attorney-in-fact, in his name, place and stead, to execute and cause to be filed with the Securities and Exchange Commission, any or all amendments to this report.
Signatures
BY: /S/ ANDREW TROLIO Date March 29, 1996 - -------------------------------------------- Andrew E. Trolio Chairman of the Board of Directors, President and Chief Executive Officer
BY: /S/ JOSEPH N. BATTISTA Date March 29, 1996 - -------------------------------------------- Joseph N. Battista Vice President Finance (Principal Financial and Accounting Officer)
BY: /S/ MICHAEL A. MULSHINE Date March 29, 1996 - -------------------------------------------- Michael A. Mulshine Director and Secretary
BY: /S/ HOWARD L. MORGAN Date March 29, 1996 - -------------------------------------------- Howard L. Morgan Director
BY: /S/ DAVID S. HIRSCH Date March 29, 1996 - -------------------------------------------- David S. Hirsch Director
BY: /S/ JAMES C. SARGENT Date March 29, 1996 - -------------------------------------------- James C. Sargent Director
BY: /S/ ROBERT GARBER Date March 29, 1996 - -------------------------------------------- Robert Garber Director
Scan-Graphics, Inc. and Subsidiaries
------------------------------------------- Report on Consolidated Financial Statements Years Ended December 31, 1995, 1994 and 1993
Scan-Graphics, Inc. and Subsidiaries
- -------------------------------------------------------------------- All other schedules have been omitted because they are inapplicable, not required, or the required information is included elsewhere in the financial statements and notes thereto.
Report of Independent Certified Public Accountants
Scan-Graphics, Inc. and Subsidiaries Broomall, Pennsylvania
We have audited the accompanying consolidated balance sheets of Scan-Graphics, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1995. We have also audited the schedule listed in the accompanying index. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. We did not audit the financial statements of Tangent Engineering, Inc., a wholly-owned subsidiary, which statements reflect total assets of $1,657,000 and $1,748,000 as of December 31, 1995 and 1994, and total revenues of $3,023,000, $2,631,000 and $1,632,000 for the years ended 1995, 1994 and 1993, respectively. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Tangent Engineering, Inc., is based solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Scan-Graphics, Inc. and subsidiaries at December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles.
Also, in our opinion, the schedule presents fairly, in all material respects, the information set forth therein.
BDO Seidman, LLP
March 8, 1996, except for Note 18, as to which the date is March 30, 1996
Scan-Graphics, Inc. and Subsidiaries
Consolidated Balance Sheets (In Thousands, Except Share and Per Share Data)
See accompanying summary of significant accounting policies and notes to consolidated financial statements.
- -------------------------------------------------------------------------------- Scan-Graphics, Inc. and Subsidiaries
Consolidated Statements of Operations (In Thousands, Except Share and Per Share Data)
- -------------------------------------------------------------------------------- Scan-Graphics, Inc.
Consolidated Statements of Operations (continued) (In Thousands, Except Share and Per Share Data)
See accompanying summary of significant accounting policies and notes to consolidated financial statements.
Scan-Graphics, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity (In Thousands, Except Share Data)
See accompanying summary of significant accounting policies and notes to consolidated financial statements.
Scan-Graphics, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (continued) (In Thousands)
Scan-Graphics, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (continued) (In Thousands)
See accompanying summary of significant accounting policies and notes to consolidated financial statements.
Scan-Graphics, Inc. and Subsidiaries
Summary of Significant Accounting Policies (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
Scan-Graphics, Inc. and Subsidiaries
Summary of Significant Accounting Policies (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
Scan-Graphics, Inc. and Subsidiaries
Summary of Significant Accounting Policies (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
Years ended December 31, 1995 1994 1993 ---------------------------------------------------------------------
Net Sales Scan-Graphics, Inc. $ 1,964 $ 2,436 $ 2,207 Tangent 3,023 2,631 1,632 ---------------------------------------------------------------------
Combined $ 4,987 $ 5,067 $ 3,839 ---------------------------------------------------------------------
Net Income (Loss) Scan-Graphics, Inc. $ (1,360) $ (917) $ (1,884) Tangent 123 28 28 ---------------------------------------------------------------------
Combined $ 1,237 $ (889) $ (1,856) ---------------------------------------------------------------------
Net Income (Loss) Per Common Share Scan-Graphics, Inc. $ (.15) $ (.11) $ (.22) Tangent .01 .01 .01 ---------------------------------------------------------------------
Combined $ (.14) $ (.10) $ (.21) ---------------------------------------------------------------------
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - -------------------------------------------------------------------------------- 2. Inventories Inventories are summarized as follows:
4. Other Assets Product Acquisition Costs
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
In 1991, the Company purchased for $400 the rights and title to a product line which is now being manufactured by Scan-Graphics, Inc. Amortization expense was $100, $100 and $80 for the years ended December 31, 1995, 1994 and 1993, respectively.
In 1993, the Company received software product source codes and capitalized $695 (see Note 11). Amortization expense was $139 for the year ended December 31, 1995, when the product was released for general sale to customer. The Company had no amortization expense for the years ended December 31, 1994 and 1993.
5. Loans Payable, The Company has a line of credit agreement, expiring on May Officer and 31, 1996, with the chief executive officer and a related Related party owned by the chief executive officer. The terms are to Company lend up to $150 in the form of loans and deferred rent payments. The interest rate is a bank's prime rate, plus 1% or the interest charged to the chief executive officer to secure borrowings (8.50% bank's prime rate at December 31, 1995). As of December 31, 1995, the Company had loans payable of $55 and interest payable of $4. As of December 31, 1994, the Company had loans payable of $132, interest payable of $5 and other accrued expenses of $5. On December 30, 1994, the chief financial officer advanced to the Company $30. This advance was repaid in January 1995.
6. Notes Payable, Notes payable to officers accrue interest at 5% per annum, Officers are due on demand and are without collateral. At December 31, 1995 and 1994, the balance was $259 and $78, respectively, and interest paid on the notes during the years ended December 31, 1995 and 1994 totalled $13 and $4, respectively.
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
7. Long-Term Long-term debt consists of the following: Debt
As of December 31, 1995, long-term debt matures as follows:
1996 $ 69 1997 74 1998 69 1999 39
8. Capital Lease At December 3, 1995 and 1994, equipment with a net book Obligation value of $112 and $219, respectively, (net of accumulated amortization of $157 and $50, respectively) has been leased under capital leases.
Future minimum annual lease payments are as follows:
Year ending December 31, ------------------------------------------ 1996 $ 93 1997 49 ------------------------------------------ Total minimum lease payments 142 Less amount representing interest (12) ------------------------------------------
Less current maturities (87) ------------------------------------------ $ 43 ------------------------------------------
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
9. Stockholders' Class B Preferred Stock Equity Each share of the Company's Class B preferred stock is convertible at the holder's option into ten shares of common stock. The holders of Class B preferred stock are entitled to share in any dividends declared by the Board of Directors on a pro-rata basis, without preference, with the holders of common stock. Dividends are not cumulative. In liquidation, the only preference is for the par value of the preferred shares.
Class A Preferred Stock
Series A and C
Class A preferred stock is issuable in various series and is convertible in accordance to the issued series. The Board of Directors has the authority to fix by resolution all other rights.
The Class A Series A preferred shares pay quarterly dividends at the rate of twelve percent (12%) per annum, have cumulative rights and have a liquidation preference for the par value of the preferred shares. Each holder has the same right to vote each share on all corporate matters as the holder of one share of common stock.
The Class A Series C preferred shares pay quarterly dividends at the rate of eight percent (8%) per annum, have cumulative rights and have a liquidation preference for the par value of the preferred shares. Each share is convertible at the election of the holder after twenty-four months from date of issue into shares of common stock at a 50% discount from "Market Price" (closing bid price for the day) average for the twenty trading days preceding notice of conversion, but not less than $.50 per share or more than $2.50 per share of common stock. The Company has the right to force conversion to common stock upon thirty days written notice after thirty-six months from date of issue. Each share of Class A, Series C represents twenty (20) shares of common stock in voting power in matters brought before the shareholders.
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
Common Stock
On December 29, 1995, the Company issued 1,000,000 shares for all the shares outstanding of Tangent Engineering, Inc. in a pooling of interests business combination (see Note 1).
In November 1993, the Company issued 600,000 shares at $.50 a share, or a value of $300 in a private placement under Regulation S (overseas issuances).
Dividends Declared
During 1995, the Board of Directors declared preferred dividends on the Company's Class A Series A and Series C preferred stock payable on a quarterly basis as due. Dividends for 1995 totalled $158 of which none were paid as of December 31, 1995.
During 1994, the Board of Directors declared preferred dividends on the Company's Class A preferred stock payable on a quarterly basis as due. Dividends for 1994 totalled $120 of which all were paid during 1995.
On February 12, 1993, the Board of Directors declared preferred dividends on the Company's Class A Preferred Stock payable on a quarterly basis as due. Dividends for 1993 totalled $120 of which $40 was paid during 1993 and $80 was paid during 1995.
Options and Warrants
Long-Term Incentive Plan
On June 12, 1992, at the Company's Annual Meeting, the stockholders of the Company approved a Long-Term Incentive Plan for the issuance of options for the purchase of up to 1,000,000 restricted common stock shares in the aggregate, or such other number of shares as are subsequently approved by the Company's stockholders.
The Long-Term Incentive Plan provides for the granting of both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, and non-qualified stock options which do not so qualify. Unless the Plan is terminated earlier by the Board of Directors, the Plan will terminate in March 2002. As of December 31, 1995, the Company has 291,112 of options still permitted to be granted under the Plan.
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - -------------------------------------------------------------------------------- Options outstanding under the Long-Term Incentive Plan have been granted to officers, directors and employees to purchase common stock at prices ranging from $.46875 to $2.50 per share and expiring between December 31, 1996 and September 25, 2000. All options were granted at market prices. A summary of the option transactions follows:
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
Nonqualified Stock Option Plan
As indicated in the previous pages, a Long-Term Incentive Plan was approved on June 12, 1992. Prior to the inception of the Plan, there were options to purchase 450,000 common shares outstanding. Options under the Nonqualified Stock Option Plan have been granted to officers of the Company to purchase common stock at prices ranging from $.78125 to $1.34 and expire on December 31, 1996.
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts)
Warrants outstanding have been granted to officers, directors, stockholders and others to purchase common stock at prices ranging from $.375 to $3.00 per share and expiring between December 3, 1996 and December 31, 2000. All warrants were granted at market prices. A summary of the warrant transactions follows:
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
Exercise Price Shares Per Share Aggregate - --------------------------------------------------------------------------------
Warrants granted 125,000 $.375 $ 47 - --------------------------------------------------------------------------------
Warrants outstanding at December 31, 1994 1,650,892 $.375 2,308 to $2.10
Warrants granted 2,546,500 $.4375 4,289 to $3.00
Warrants exercised (285,000) $.4375 (297) to $2.10 - -------------------------------------------------------------------------------
Warrants outstanding at December 31, 1995 3,912,392 $.375 6,300 to $3.00 - --------------------------------------------------------------------------------
The Company is obligated to purchase 605,000 options and 1,090,000 warrants from three (3) officers and five (5) employees of the Company in the event of change of control of the Company or termination of employment at a cash purchase price equal to the amount of the aggregate fair market value of the shares, less the aggregate option/warrant price of such shares. As of December 31, 1995, the market value exceeded the aggregate option/warrant price by approximately $514.
10. Revenues During the years ended December 31, 1995, 1994, and 1993, from Major customers which accounted for 10% or more of the Company's Customers total sales revenue was one in 1995 at 14.6%, none in 1994 and one in 1993 at 10.4%.
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
A summary of domestic and export sales and gross profits for the years ended December 31, 1995 and 1994 are as follows:
- --------------------------------------------------------------------------------
Total Domestic Export - --------------------------------------------------------------------------------
Revenues $ 4,987 $ 3,825 $ 1,162
Cost of sales 3,247 2,777 470 - --------------------------------------------------------------------------------
Gross profit $ 1,740 $ 1,048 $ 692 - --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Domestic Export - --------------------------------------------------------------------------------
Revenues $ 5,067 $ 4,105 $ 962
Cost of sales 2,190 1,975 215 - --------------------------------------------------------------------------------
Gross profit $ 2,877 $ 2,130 $ 747 - --------------------------------------------------------------------------------
Exports were sold into western and eastern Europe, Asia and middle east regions.
11. Litigation On September 15, 1992, Scan-Graphics, Inc. and Scorpion Settlements Technologies, Inc. reached an initial settlement agreement regarding a jury verdict in favor of Scan-Graphics, Inc. in August 1992. The agreement provided that Scorpion Technologies, Inc. was to pay Scan-Graphics, Inc. $2,000. As a result of the settlement, Scorpion paid the Company $1,430 through December 31, 1993, but defaulted in May 1993 on its obligation. As a result of Scorpion's default, in November 1993, the Company received the software product source codes and capitalized such for $695 which represented the remaining balance due from Scorpion. The value of the software was verified by an independent appraiser and was valued at $1,243. In March 1994, Scorpion turned over and the Company took possession of all Scorpion SGS8000 scanner technology which included all tangible and intangible assets.
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
On November 20, 1995, an action was commenced against the Company seeking damages in excess of $117, for alleged fraud and breach of contract. On February 8, 1996, the Company answered the complaint, denying entitlement to recovery of any monies and counter-claiming for breach of contract and fraud. No provision has been made in the accompanying financial statements related to this uncertainty.
During 1995, an action was filed against the Company through the International Arbitration Tribunal in Paris, France, claiming amounts due and damages for the Company's alleged failure to perform its obligations under a March 30, 1990 agreement. The Company has filed an answer to the complaint on February 30, 1996, asserting loss of profits from failure by the Plaintiff to forward sales orders for parts, maintenance and software. No provision has been made in the accompanying financial statements related to this uncertainty.
12. Related Party The Company leases its principal office and one of its Transactions manufacturing facilities from a corporation which is owned by the chief executive officer of the Company. This operating lease, which continues through August 31, 1997 with an option to renew for an additional two years, provides for the payment of an annual base rental of $96 and excess real estate taxes. Rent expense charged to operations was $96 for each of the years ended December 31, 1995, 1994 and 1993.
The Company incurred consulting and commission fees, and out-of-pocket expenses of $73, $390 and $6 for the years ended December 31, 1995, 1994 and 1993, respectively, to a company owned by a director of the Company. Commissions, plus out-of-pocket expenses, were incurred for investment banking type services and other agreed-upon duties provided to the Company.
The Company issued 20,000 shares of common stock at $1.5625 per share to a director of the Company in 1992 for services to be rendered over a 24 month period ending August 31, 1994. Consulting expense incurred was $10 and $16 in 1994 and 1993, respectively.
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
13. Profit-Sharing A subsidiary of the Company has a qualified profit Plan sharing/401(k) plan (the Plan) for those employees who meet certain eligibility requirements set forth in the Plan. Employees become eligible to participate in the Plan after one year of service. The Plan does permit voluntary contributions by participants. Contributions to the 401(k) portion of the Plan are matched by the Company equal to 100% of voluntary contributions by individual participants, limited to 3% of the individual participant's annual pay. Annual profit sharing contributions to the Plan are at the discretion of the Board of Directors. Vested benefits are distributed upon death, disability or termination of employment according to the following vested schedule:
Years of Service Percentage Less than 2 0% 2 20% 3 40% 4 60% 5 80% 6 or more 100%
The total amount charged to operations under the plan was $83, $92, and $49 for the years ended December 31, 1995, 1994, and 1993, respectively.
14. Commitments The Company has employment agreements with certain key and employees which expire at various dates through December Contingencies 1998. The agreements provide for minimum salary levels, plus any additional compensation as directed by the Board of Directors. The commitment for future salaries at December 31, 1995 is $585 for 1996, $525 for 1997 and $285 for 1998.
In addition, the Company will be obligated to pay one to two years of annual salary to certain officers of the Company if the Company is acquired or merged and the acquirer chooses to terminate their services. The aggregate potential severance pay at December 31, 1995 was $690.
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
The Company has entered into a facility lease agreement other than its principal office and equipment leases through May 31, 1999. Rent expense for the years ended December 31, 1995, 1994 and 1993 totalled $75, $62 and $36, respectively. Future minimum lease payments are as follows:
Year Ending December 31, ------------------------------------------------------------
1996 $ 60 1997 58 1998 59 1999 24 ------------------------------------------------------------
$ 201 ------------------------------------------------------------
15. Leased The Company's leasing operations consist principally of the Equipment leasing of scanning and copying equipment and maintenance agreements. The leases are classified as operating leases. Lease terms range from one to five years. At December 31, 1995 and 1994, machinery and equipment included $301 and $180 of leased equipment, respectively, and accumulated depreciation of $57 and $18, respectively.
The following is a schedule of the minimum future rentals on noncancelable operating leases as of December 31, 1995:
Year ending December 31, ------------------------------------------------------------
1996 $ 179 1997 125 1998 115 1999 40 ------------------------------------------------------------
$ 459 ------------------------------------------------------------
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
16. Income Taxes At December 31, 1995, the Company has accumulated, for federal and state income tax purposes, net operating loss carryforwards and federal tax credit carryforwards. These carryforwards are generally available for use by the Company through the indicated expiration dates.
Approximate Expiration Description Amount Dates (In Thousands) - --------------------------------------------------------------------------------
Net operating loss carryforwards $ 7,993 1998-2010 Investment tax credit carryforwards 35 1996-2000 Foreign tax credit carryforwards 120 2000 Research credit carryforwards 253 2000-2010
Approximately $3.7 million of deferred tax assets arising primarily from net operating loss and tax credit carryovers have been offset by a $3.7 million valuation allowance, as there is little likelihood that the asset will result in future tax savings.
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
17. Supplemental Year ended December 31, 1995 1994 1993 Disclosures ------------------------------------------------------------ of Cash Flow Cash paid during the year Information for interest $ 45 $ 32 $ 8
Cash paid during the year for income taxes 10 10 7 Noncash investing and financing activities are as follows: Software capitalized in lieu of payment of notes receivable 695 Declaration of preferred stock cash dividend 158 120 80 Capitalized lease obligations incurred to lease new equipment 17 Net effect of terminated lease obligation by the return of equipment and cancellation of prepaid maintenance contracts 17 Preferred stock Series C issued in lieu of payment of preferred dividends 200 Transfer of inventory to equip- ment in fixed assets 137 180 Transfer of equipment in fixed assets to inventory upon termination of lease 50 Purchase of a vehicle through a note payable 33 Exchange of scanning and copying equipment for software rights 90
Scan-Graphics, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) - --------------------------------------------------------------------------------
18. Subsequent In connection with a $3,100,000 private placement of its Events securities in March 1996, the Company offered for sale 62 units, each of which consisted of a $50,000, 8% convertible note due March 28, 1997, 19,355 "A" warrants and 19,355 "B" warrants. The notes and any accrued interest are convertible within one year at a price per share equal to the lesser of $3.00 or 65% of the average closing bid price for the five days preceding conversion.
The warrants are exercisable immediately and expire in March 1999. The "A" warrants are exercisable at $3.00 per share or, if less, the lowest price per share at which any conversion shall have occurred under any of the convertible notes. The "B" warrants are exercisable at $4.00 per share. As of March 30, 1996, the Company has received proceeds amounting to $1,995,000. The proceeds will be used for working capital purposes and to fund the requirements of its subsidiary, Sedona GeoServices, Inc.
Scan-Graphics, Inc. and Subsidiaries
Consolidated Schedule II - Valuation and Qualifying Accounts and Reserves (In Thousands) - --------------------------------------------------------------------------------
(A) Accounts receivable written-off.
Scan-Graphics, Inc. and Subsidiaries
Consolidated Schedule II - Valuation and Qualifying Accounts and Reserves (In Thousands) - --------------------------------------------------------------------------------
(A) Accounts receivable written-off.


ITEM 1: BUSINESS
Hancock Fabrics, Inc., a Delaware corporation ("Hancock"), was incorporated in 1987 and succeeded to the retail and wholesale fabric business of Hancock Textile Co., Inc., a Mississippi corporation and a wholly owned subsidiary of Lucky Stores, Inc., a Delaware corporation ("Lucky").
Founded in 1957, Hancock operated as a private Company until 1972 when it was acquired by Lucky. Hancock became a publicly owned company as a result of the distribution of the shares of its common stock to the shareholders of Lucky on May 4, 1987.
Hancock and its subsidiary are engaged in the retail and wholesale fabric business, selling fabrics, crafts and related accessories to the home sewing and home decorating market and at wholesale to independent retailers. Hancock is one of the largest fabric retailers in the United States. At January 29, 1995, Hancock operated 500 fabric stores in 33 states under the names "Hancock Fabrics," "Minnesota Fabrics," "Fabric Warehouse" and "Fabric Market." As a wholesaler of fabrics and related items, Hancock sells to independent retail fabric stores through its wholesale distribution facility in Tupelo, Mississippi.
OPERATIONS
Hancock offers a wide selection of apparel fabrics, notions (which include sewing aids and accessories such as zippers, buttons, threads and ornamentation), patterns, quilting materials and supplies, home decorating products (which include drapery and upholstery fabrics), craft items and related supplies. Each of Hancock's retail stores maintains an inventory that includes cotton, woolen and synthetic staple fabrics such as broadcloth, poplin, gaberdine, unbleached muslin and corduroy, as well as seasonal and current fashion fabrics.
Hancock's stores are primarily located in neighborhood shopping centers. Hancock opened 23 and 18 net stores in 1992 and 1993, respectively. Hancock did not have an increase in the total number of stores during 1994 and no change in the net number of units is planned for 1995.
As a wholesaler, Hancock sells to almost 200 independent retailers in locations in which Hancock has elected not to open its own stores. These wholesale customers accounted for less than 5% of Hancock's total sales for the fiscal year ended January 29, 1995.
MARKETING
Hancock principally serves the home sewing and home decorating markets, which largely consists of value conscious women who make clothing for their families and decorations for their homes or who
hire professional home seamstresses to sew for them. Quilters, crafters and hobbyists also comprise a growing base of customers, as do consumers of bridal, party, prom and special occasion merchandise.
Hancock offers its customers a wide selection of products at prices that it believes are generally lower than the prices charged by its competitors. In addition to staple fabrics and notions for clothing and home decoration, Hancock provides a variety of seasonal and current fashion apparel merchandise.
Hancock uses aggressive promotional advertising, primarily through newspapers, direct mail and television, to reach its target customers. Hancock mails eight to ten direct mail promotions each year to approximately two million households, including the "Directions" magazine which contains discount coupons, sewing instructions and fashion ideas as well as product advertisements.
During 1994, Hancock entered into an agreement with the Home and Garden Television Network to sponsor a weekly sewing show called "Sew Perfect(TM)." The program, which will reach almost 10 million U.S. households, is designed for the beginning and intermediate skilled seamstress.
DISTRIBUTION AND SUPPLY
Hancock's retail stores and its wholesale customers are served by Hancock's 525,000 square foot warehouse, distribution and office facility in Tupelo, Mississippi. Hancock believes this facility is adequate for the near term and has no expansion plans for 1995.
Contract trucking firms, common carriers and parcel delivery are used to deliver merchandise to Hancock's retail stores and to its wholesale customers. A substantial portion of the deliveries to Hancock's stores and wholesale customers are made directly by vendors.
Bulk quantities of fabric are purchased from mills, fabric jobbers and importers. Hancock has no long-term contracts for the purchase of merchandise and did not purchase more than 5% of its merchandise from any one supplier during the fiscal year ended January 29, 1995. Hancock has experienced no difficulty in maintaining satisfactory sources of supply.
COMPETITION
Hancock is among the largest fabric retailers in the United States. The retail fabric business has become increasingly competitive due to excess capacity in many geographical markets resulting from the entry and expansion of other major fabric retailers. Hancock principally competes with other national and regional fabric store chains on the basis of price, selection, quality, service and location.
Hancock's competition has changed significantly with two major competitors in bankruptcy and two large competitors consolidating with other fabric chains. In the past year, over 300 full size stores have closed and liquidated.
SEASONALITY
Hancock's business is slightly seasonal. Peak sales periods occur during the fall and pre-Easter weeks, while the lowest sales periods occur during pre-Christmas and mid-summer.
EMPLOYEES
At January 29, 1995, Hancock employed approximately 7,100 people on a full-time and part-time basis, approximately 6,750 of whom work in the Company's retail stores. The remainder work in the Tupelo warehouse, distribution and office facility. Currently, thirty-six (36) of Hancock's employees are covered by a collective bargaining agreement.
GOVERNMENT REGULATION
Hancock is subject to the Fair Labor Standards Act, which governs such matters as minimum wages, overtime and other working conditions. A significant number of Hancock's employees are paid at rates related to federal and state minimum wages and, accordingly, increases in minimum wages affect Hancock's labor cost.
Legislation under the Americans With Disabilities Act requiring, among other things, that "reasonable accommodation" to the Company's facilities be afforded to employees and to the general public has resulted in additional costs to Hancock under the revised guidelines. Additionally, legislation providing for family leave to employees has resulted in higher costs to the Company in labor, unemployment and health insurance, and reduced productivity due to replacement hiring constraints while employees are on family leave.
ITEM 2:

ITEM 2: PROPERTIES
Hancock's 500 retail stores are located principally in neighborhood shopping centers. Most of Hancock's retail stores range in size from 9,000 to 12,000 square feet. Hancock's sixty-three (63) "Fabric Warehouse" stores range in size from 10,300 to 30,000 square feet. Hancock's six (6) "Fabric Market" stores average 12,600 square feet.
With the exception of five (5) locations, Hancock's retail stores are leased. The original lease terms generally range from 10 to 20 years and most leases contain one or more renewal options, usually of five years in length. At January 29, 1995, the remaining terms of the leases for stores in operation, including renewal options, averaged approximately 13 years. During 1995, 39 store leases will
expire. Hancock is currently negotiating renewals on certain of these leases.
Hancock's 525,000 square foot warehouse, distribution and office facility in Tupelo, Mississippi is owned by Hancock and is not subject to any mortgage or similar encumbrance. Hancock also owns approximately 40 acres of land adjacent to its Tupelo facility, providing room for future expansion.
Reference is made to the information contained in Note 5 to the Consolidated Financial Statements included in the accompanying Hancock Fabrics, Inc. 1994 Annual Report to Shareholders (Exhibit 13 hereto) for information concerning Hancock's long-term obligations under leases.
ITEM 3:

ITEM 3: LEGAL PROCEEDINGS
Hancock is not a party to, nor is any of its properties the subject of, any material pending legal proceedings, other than ordinary and routine litigation incidental to its business.
ITEM 4:

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Executive Officers of Registrant
The term of each of the officers expires June 8, 1995.
There are no family relationships among the executive officers.
There are no arrangements or understandings pursuant to which any person was selected as an officer.
PART II
ITEM 5:

ITEM 5: MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Hancock's common stock and the associated common stock purchase rights are listed on the New York Stock Exchange and trade under the symbol HKF. The following table sets forth the high and low sales price for Hancock's common stock as reported in "New York Stock Exchange - Composite Transactions" and the dividends paid per share for Hancock's common stock:
As of April 13, 1995, there were 12,283 holders of record of Hancock's common stock. Holders of shares of common stock are entitled to dividends when, as and if declared by the Board of Directors out of funds legally available therefor (subject to the prior payment of cumulative dividends on any outstanding shares of preferred stock, of which none are outstanding).
ITEM 6:

ITEM 6: SELECTED FINANCIAL DATA
The selected financial data for the five years ended January 29, 1995, which appears on page 9, of the Hancock Fabrics, Inc. 1994 Annual Report to Shareholders, is incorporated by reference in this Annual Report on Form 10-K.
ITEM 7:

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The management's discussion and analysis of financial condition and results of operations appearing on pages 10 to 11 of the Hancock Fabrics, Inc. 1994 Annual Report to Shareholders is incorporated by reference in this Annual Report on Form 10-K.
ITEM 8:

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, together with the report thereon of Price Waterhouse LLP dated March 3, 1995, appearing on pages 12 to 21 of the Hancock Fabrics, Inc. 1994 Annual Report to Shareholders are incorporated by reference in this Annual Report on Form 10-K.
ITEM 9:

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10:

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11:

ITEM 11: EXECUTIVE COMPENSATION
ITEM 12:

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13:

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as noted below, for information with respect to Items 10, 11, 12 and 13, see the Proxy Statement for the Annual Meeting of Shareholders to be held June 8, 1995, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year, which is incorporated herein by reference.
The information concerning "Executive Officers of the Registrant" is included in Part I of this Form 10-K in accordance with Instruction 3 of paragraph (b) of Item 401 of Regulation S-K.
PART IV
ITEM 14:

ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
# Incorporated by reference from the indicated pages of the Hancock Fabrics, Inc. 1994 Annual Report to Shareholders.
(3) Those exhibits required to be filed as Exhibits to this Annual Report on Form 10-K pursuant to Item 601 of Regulation S-K are as follows:
Exhibit No. 3.1**** Certificate of Incorporation of Registrant. 3.2*** By-laws of Registrant. 4.1**** Certificate of Incorporation of Registrant. 4.2*** By-laws of Registrant. 4.3*** Rights Agreement between Registrant and C & S/Sovran Trust Company (Georgia), N.A., as amended March 14, 1991 and restated as of April 2, 1991.
4.4****** Amendment to Rights Agreement between Registrant and NationsBank of Georgia, N.A. (formerly C & S/Sovran Trust Company (Georgia), N.A.) dated June 25, 1992. 4.5****** Agreement between Registrant and Continental Stock Transfer & Trust Company (as Rights Agent) dated as of July 16, 1992. 4.6**** Note Purchase Agreement between Registrant and Nationwide Life Insurance Company, West Coast Life Insurance Company, Financial Horizons Insurance Company, Farmland Life Insurance Company and Wisconsin Health Care Liability Insurance Plan ("Note Purchase Agreement") dated as of January 15, 1992. 4.7****** Amendment to Note Purchase Agreement dated as of November 4, 1992. 4.8******* Credit Agreement among Registrant and NationsBank of Georgia, National Association, as Agent and Lenders as Signatories Hereto ("Credit Agreement") dated as of September 20, 1993. 10.1**** Swap Transaction between Registrant and Continental Bank N.A. dated November 1, 1991. 10.2**** Note Purchase Agreement dated as of January 15, 1992. 10.3****** Amendment to Note Purchase Agreement dated as of November 4, 1992. 10.4******* Credit Agreement dated as of September 20, 1993. 10.5****** +Form of Indemnification Agreements dated March 23, 1987 between Registrant and each of Don L. Fruge, Morris O. Jarvis, Ivan Owen and Donna L. Weaver. 10.6 +Indemnification Agreement between Registrant and R. Randolph Devening dated as of March 9, 1995. 10.7****** +Form of Indemnification Agreements dated March 23, 1987 between Registrant and each of Dean W. Abraham, Jack W. Busby, Jr., David H. Jensen, Larry G. Kirk, Billy M. Morgan, William D. Smothers, Charles R. Warren and Carl W. Zander. 10.8** Indemnification Agreement between Registrant and James A. Gilmore dated as of March 2, 1989. 10.9**** Indemnification Agreement between Registrant and James A. Nolting dated as of December 12, 1991. 10.10****** Indemnification Agreement between Registrant and David A. Lancaster dated as of March 10, 1993.
10.11******* Indemnification Agreement between Registrant and Bradley A. Berg dated as of March 10, 1994. 10.12 Indemnification Agreement between Registrant and Larry D. Fair dated as of June 9, 1994. 10.13****** +Agreement between Registrant and Morris O. Jarvis dated as of May 3, 1987. 10.14* +Amendment to Severance Agreement and to Deferred Compensation Agreement between Registrant and Morris O. Jarvis dated as of June 9, 1988. 10.15* +Agreement to Secure Certain Contingent Payments between Registrant and Morris O. Jarvis dated as of June 9, 1988. 10.16** +Amendment and Renewal of Severance Agreement and Amendment of Other Related Agreements between Registrant and Morris O. Jarvis dated as of March 8, 1990. 10.17*** +Agreement between Registrant and Jack W. Busby, Jr. dated as of June 9, 1988. 10.18*** +Agreement to Secure Certain Contingent Payments between Registrant and Jack W. Busby, Jr. dated as of June 9, 1988. 10.19** +Agreement between Registrant and Larry G. Kirk dated as of June 9, 1988. 10.20** +Agreement to Secure Certain Contingent Payments between Registrant and Larry G. Kirk dated as of June 9, 1988. 10.21*** +Form of Amendments and Renewals of Severance Agreement and Amendments of Other Related Agreements between Registrant and each of Jack W. Busby, Jr. and Larry G. Kirk dated as of March 8, 1990. 10.22****** +Amendment, Extension and Restatement of Severance Agreement between Registrant and Morris O. Jarvis dated as of March 10, 1993. 10.23****** +Form of Amendment, Extension and Restatement of Severance Agreements dated as of March 10, 1993 between Registrant and each of Jack W. Busby, Jr. and Larry G. Kirk. 10.24 +Supplemental Retirement Plan, as amended. 10.25***** +1987 Stock Option Plan, as amended. 10.26**** +Extra Compensation Plan. 10.27** +1989 Restricted Stock Plan. 10.28***** +1991 Stock Compensation Plan for Nonemployee Directors. 11 Computation of Earnings Per Share. 13 Portions of the Hancock Fabrics, Inc. 1994 Annual Report to Shareholders (for the fiscal year ended January 29, 1995) incorporated by reference in this filing. 21 Subsidiaries of the Registrant. 23 Consent of Price Waterhouse LLP.
_____________________
* Incorporated by reference from Registrant's Form 10-K dated April 26, 1989 as filed with the Securities and Exchange Commission.
** Incorporated by reference from Registrant's Form 10-K dated April 26, 1990 as filed with the Securities and Exchange Commission.
*** Incorporated by reference from Registrant's Form 10-K dated April 26, 1991 as filed with the Securities and Exchange Commission.
**** Incorporated by reference from Registrant's Form 10-K dated April 27, 1992 as filed with the Securities and Exchange Commission.
***** Incorporated by reference from Registrant's Form 10-Q dated June 12, 1992 as filed with the Securities and Exchange Commission.
****** Incorporated by reference from Registrant's Form 10-K dated April 26, 1993 as filed with the Securities and Exchange Commission.
******* Incorporated by reference from Registrant's Form 10-K dated April 27, 1994 as filed with the Securities and Exchange Commission.
+ Denotes management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the registrant during the last quarter of the period covered by this report.
Shareholders may obtain copies of any of these exhibits by writing to the Secretary at the executive offices of the Company. Please include payment in the amount of $1.00 for each document, plus $.25 for each page ordered, to cover copying, handling and mailing charges.
UNDERTAKING IN CONNECTION WITH REGISTRATION STATEMENTS ON FORM S-8
For purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933 (the "Act"), the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into registrant's Registration Statements on Form S-8 Nos. 33-17215 (filed September 15, 1987) and 33-29138 (filed June 12, 1989).
Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 512(h) of Regulation S-K, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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, ON THIS 24TH DAY OF APRIL, 1995.
HANCOCK FABRICS, INC.
BY /s/ Morris O. Jarvis ------------------------------- Morris O. Jarvis Chairman of the Board and Chief Executive Officer
BY /s/ Larry G. Kirk ------------------------------- Larry G. Kirk President and Chief Financial Officer (Principal Financial and Accounting Officer)
PURSUANT TO THE REQUIREMENT OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED ON THIS 24TH DAY OF APRIL, 1995.