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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For fiscal year ended: December 31, 1997
Commission File Number: 2-71136
DETONICS SMALL ARMS LIMITED
(Exact name of registrant as specified in it's charter)
Washington 91-1150122
State or other Jurisdiction of (IRS Employer ID No.)
incorporation or organization
14508 SE 51st, Bellevue, WA 98006
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (425) 746-6761
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
DOCUMENTS INCORPORATED BY REFERENCE
Form S-1, Detonics Small Arms Limited, Commission File No. 2-71136,
but excluding the balance sheet of Detonics Small Arms Limited and
Technology Development Corporation together with the report of
independent certified public accountants, is incorporated by
reference in Items 1, 5, 11 and 13.
Exhibit Index Pgs. 8-15
Item 1: Description of Business
Detonics Small Arms Limited (hereinafter called the "Partnership"), is a
Washington State limited partnership organized as of January 28, 1981
for the purpose of acquiring the rights in a group of related firearms
products and developing these products further to a point where they
could be commercially produced and marketed. The Partnership conducts
no other business. Michel E. Maes and Sidney H. Woodcock are General
Partners, and may remain as General Partners for the life of the
Partnership unless removed pursuant to the Partnership Agreement. The
sale of the Limited Partnership Interests in the Partnership were made
pursuant to Registration Statement No. 2-71136 filed with the Securities
and Exchange Commission and declared effective on October 23, 1981. The
purchasers of said Limited Partnership Interests for Phases 1, 2, 3, 4,
5 and 6 of the Partnership are the Limited Partners of the Partnership
as of December 31, 1981.
The Partnership's business is more fully described under the caption
"Projects of the Partnership" in the Prospectus forming a part of the
Registration Statement described above (Commission File No. 2-71136,
hereinafter called the "Prospectus"), which, except for the balance
sheet and report of accountants contained herein, is incorporated herein
by this reference for all purposes.
The Partnership has no employees. The Partnership had originally
licensed the manufacture and sale of its products to Detonics
Manufacturing Corporation, (DMC), a subsidiary of Energy Sciences
Corporation, (ESC). The Partnership has subsequently licensed New
Detonics Manufacturing Corporation, (NDMC), as more fully described
below in Items 3, 4, and 7. The principal products of the partnership
are four semi-automatic pistols, called the ScoreMaster, ServiceMaster,
Pocket Nine and Large Frame, and a Top Break Revolver. Only the first
three were manufactured and sold at DMC during the period from 1983 to
1986. The General Partners were informed that the ScoreMaster and
ServiceMaster were put back into production by NDMC in 1989, however, in
March 1992 the General Partners were informed production of all firearms
had been suspended by NDMC in late 1991. NDMC has abandonded production
and ceased operations. In 1992, all manufacturing rights and other
intangible assets were returned by NDMC to the Bankruptcy Trustee and
subsequently transfered to the sole secured creditor of DMC, the lawfirm
of Murphy & Elgot. Mr. Murphy passed away in 1997 and the firm's
interest now belongs to Mr. Elgot. As of February 1998, none of
the Partnership's products are in production. With the
cooperation Mr. Elgot, the General Partners are seeking a new
licensee for those products. The General Partners believe the
products continue to be viable. As in the past, the primary
market for the partnership's products is believed to be law
enforcement and competitive target shooters. See Item 7 below.
Item 2: Properties
The Partnership does not have any principal plants or physical
properties.
Item 3: Legal Proceedings
The staff of the Securities and Exchange Commission's Division of
Enforcement recommended to the Commission that it authorize the staff to
file a civil injunctive action against Energy Sciences Corporation,
Michel E. Maes, and the Partnership to require timely filing of reports
with the commission. Such an injunction was entered on June 25, 1986.
All subsequent reports have been timely filed.
On April 29, 1986, Detonics Small Arms Limited filed a petition for
Reorganization under Chapter 11 of the Federal Bankruptcy Laws. The
petition was filed in the United States Bankruptcy Court for the Western
District of Washington, at Seattle, as Case No. 86-02989-Wll. Also, on
April 29, 1986, Energy Sciences Corporation and Detonics Manufacturing
Corporation filed petitions in the same court. The petitions were
assigned Case No.'s 86-02994-Wll and 86-02968-Wlll, respectively.
Energy Sciences Corporation was dismissed from Chapter 11 on May 13,
1988. ESC had financial dealings and intercompany accounts with the
partnership. The assets of ESC, which included amounts owed by the
partnership to ESC, were foreclosed upon by the sole secured creditor of
ESC, the law firm of Murphy & Elgot, but the full effect on the
partnership has not yet been determined: (See Item 7 below). In
December 1986, Mr. Maes resigned as Director and Officer of ESC and DMC
and was replaced by owners of American Sporting Arms Industries, (ASAI),
pursuant to a buy-out offer. ASAI defaulted on the purchase plan and on
March 23, 1987, the Bankruptcy Court ordered the appointment of a
trustee for ESC, DMC and the partnership. On May 29, 1987, the trustee
ordered the removal of all management personnel connected with ASAI and
appointed a new manager, Mr. Van der Weij. In August 1987, the sale of
all assets of DMC to New Detonics Manufacturing Corporation (NDMC) was
approved by the DMC Creditors Committee and the Bankruptcy Court. NDMC
defaulted on certain agreements and on September 11, 1992 all remaining
assets of DMC were transferred by the Bankruptcy Court to the sole
secured creditor, Murphy & Elgot. On October 16, 1989 the United States
Bankruptcy Court ordered that the partnership's Chapter 11 be converted
to a Chapter 7. The general partners of the partnership filed an
ammended motion to dismiss the Chapter 7. This motion was granted on
June 21, 1990 and the partnership is no longer in bankruptcy.
On March 5, 1993, the General Partners received a "Notice Of Beginning
Of Administrative Proceeding" from the Internal Revenue Service for the
year 1991. The issue is a possible finding that the partnership
"burned out" and is subject to recapture. The General Partners are of
the position that the products and the partnership remain viable. The
General Partners were subsequently notified by the IRS that the IRS
intends to make no change for 1991. The General Partners have not been
contacted by the IRS regarding other years.
Item 4: Submission of Matters to a Vote of Security Holders
None
Item 5: Market Price of and Dividends on the Registrant's Common
Equity Related Security Holder Matters
(a) There is no market for the Securities of the
Registrant.
(b) There are 577 investor limited partners as of
December 31, 1996.
(c) The partnership does not pay dividends. Royalties,
based on a percentage of gross sales of the partnership products
produced and sold by a licensee of the partnership's products are to be
paid to the partnership. Such royalties, if any, will be distributed to
the partners, less reserves and payments for partnership operating,
maintenance and reporting expenses as determined by the General
Partners. Under terms of the license agreement presently in place,
royalties were not scheduled to be accrued until late 1991, to be paid
in 1992. NDMC, the licensee, has abandonded production and therefore no
royalties are being paid. (See Item 7).
Item 6: Selected Financial Data
Detonics Small Arms Limited is a Limited Partnership and the partners
hold partnership interests rather than stock. A summary of financial
activity for 1996 is as follows:
Royalty Revenues $ 0.00
Other Revenues 0.00
Loss from Continuing Operations 0.00
Net Income per Partnership Unit 0.00
Total Assets 0.00
Long Term Obligations $664,924.69
Royalty Payments per Partnerhip Unit 0.00
Item 7: Management's Discussion and Analysis of the Financial
Condition and Results of Operation
The partnership owns the proprietary rights to certain products which
had been licensed first to Detonics Manufacturing Corporation (DMC) and
subsequently to New Detonics Manufacturing Corporation (NDMC). NDMC
abandonded the manufacturing rights and the Partnership's products are
currently not being manufacture or under license. The partnership
conducts no operations itself and its revenues are expected to be
solely from royalty income. Under the terms of the license with NDMC,
royalties were scheduled to be accrued or paid in early 1992. However,
since production has been suspended in late 1991 by NDMC no royalties
were accrued. Any sales that occured at NDMC prior to 1992 were not
subject to royalties. Therefore, the partnership received and booked no
income for the year. The partnership had no operating expenses for the
year and no interest expense was accrued due to the uncertainty of
intercompany relationships and future transactions between entities.
This proceedure was concurred in by the present sole creditor, Murphy
& Elgot.
On May 13, 1988, ESC's bankruptcy was dismissed and all remaining ESC
assets were repossessed by the sole secured creditor of ESC, Murphy,
Elgot & Moore, as represented by Mr. Thomas Murphy. These assets are
primarily amounts owed to ESC, and now in turn to Murphy & Elgot, by
various partnerships, including this partnership. The General Partners
expect to settle the matter by payment to Murphy & Elgot of a small
percentage of the partnership's overall royalty cash flow, if any.
The partnership's success had been dependant on the ability of NDMC,
located in Phoenix, Arizona, to manufacture and sell the partnership's
products. NDMC's abandonment of production was unexpected and no reason
for the decision was given to the Partnership. The Partnership has
begun the process of seeking a new licensee, however this effort is
dependent on the very limited personal resources of the General
Partners. While several preliminary contacts have been made, they have
not yet resulted in substantive negotiations and there is no assurance
that they will. As of February 1998, the General Partners have
continued substantive conversations with one specific potential
licensee. This potential licensee is a third party company that
specializes in advanced manufacturing technology. This company is
attempting to obtain financing to produce the partnership's
products. Should such financing become available, the partnership
expects to negotiate a license with the new group. There can be
no assurance that funds can be obtained or that a license
satesfactory to the partnership can be negotiated.
Since firearms designs are historically very long lived and the
reputation of Detonics appears to remain good, the General
Partners are committed to resuming production, if possible.
However, at present, there can be no assurance that the
partnership will be able to find a new licensee or that it will
receive any royalties.
Item 8: Financial Statements and Supplementary Data
(a) Unaudited financial statements, submitted in accordance
with Reg. 210.3-11 of Regulation S-X, are attached as Exhibit 1 and are
herein incorporated by reference.
Item 9: Disagreements on Accounting and Financial Disclosure
Matters:
Detonics Small Arms Limited has no independent accountant at present.
PART III
Item 10: Directors and Executive Officers of the Registrant
The Partnership has no directors or officers. Management of the
Partnership is vested in the General Partners. The name of each present
General Partner of the Partnership, the nature of other positions held
by him, and his educational background is below:
Michel E. Maes, age 60, graduated from the University of Washington in
Physics in 1959. He subsequently did post-graduate work in various
phases of physics. He was an engineer of the Boeing Company from 1959
to 1961; an engineer and later Director of Advanced Projects for Rocket
Research Corporation, from 1961 to 1966; President of Explosives
Corporation of America and Chairman of the Board of Petroleum Technology
Corporation, both subsidiaries of Rocket Research Corporation, from 1966
to 1971. Up until December 5, 1986, Mr. Maes served as Chairman of the
Board at ESC. Mr. Maes is now President of LINC Technology Corporation,
an electronics firm.
Sidney H. Woodcock, age 72, is an internationally recognized expert in
the field of nuclear reactor safeguards, and is a principal consultant
to the United States Nuclear Regulatory Commission in the area of
counter-sabotage, particularly as related to the application of
explosives and explosive systems. Mr. Woodcock has over thirty years of
experience and was previously employed as Director of Special Projects
for Explosives Corporation of America, and as Chief Range Officer,
responsible for all explosive technology, for the Battelle Northwest
facility of Battelle Memorial Institute at Richland, Washington. From
1976 until 1985, Mr. Woodcock was President of Detonics Manufacturing
Corporation.
Item 11: Executive Compensation
The Partnership has no directors, officers or employees and thus pays no
direct compensation. The General Partners were paid a one-time
management fee in 1982. The General Partners and their affiliates
received certain compensation as described in the table "Compensation
and Fees to General Partners and Affiliates" in the Prospectus which is
hereby incorporated by reference.
Item 12: Security Ownership of Certain Beneficial Owners and
Management
(a) The only outstanding voting securities of the Limited
Partnerships are those Limited Partnership interests owned by investors
or their successors in interest. No single person owns 5% or more.
(b) Security ownership of management
Title of Name of Beneficial Nature of Beneficial Percent
Class Owner Ownership of Class
General Sidney H. Woodcock Interest in Profits 2.5
Partner and Losses
Interest in Cash 2.5
available for Distrb.
General Michel E. Maes Interest in Profits 2.5
Partner and Losses
Interest in Cash 2.5
Available for Distrb.
(c) There are no agreements or arrangements known which
could affect control of the Partnership.
Item 13: Certain Relationships and Related Transactions
As described in the prospectus, Detonics Small Arms Limited was a party
to several contracts with affiliates of the Limited Partners which
resulted in compensation to the General Partners. See "Compensation and
Fees to the General Partners and Affiliates" and "Certain Transactions"
in the Prospectus, which hereby is incorporated herein by reference.
Also see Item 7 above.
PART IV
Item 14: Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
a) Documents filed as part of this Annual Report:
Unaudited financial statements, filed in accordance
with Reg. 210.3-11 of Regulation S-X.
b) Reports on Form 8-K: None
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.
Registrant: Detonics Small Arms Limited
By: Date:
Michel E. Maes, General Partner
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the registrant and in the capacity and on the date
indicated.
By: Date:
Michel E. Maes, General Partner
Supplemental Information to be furnished with Reports filed
pursuant to Sections 15(d) of the Act by Registrants which have not
registered securities pursuant to Section 12 of the Act.
No annual reports or proxy materials have been or will be sent to
security holders.
DETONICS SMALL ARMS LIMITED
BALANCE SHEET
DECEMBER 31, 1997 AND 1996
(UNAUDITED)
12/31/97 12/31/96
ASSETS
Current Assets:
Cash $ .00 .00
Royalties Receivable .00 .00
__ __
TOTAL CURRENT ASSETS $ .00 .00
Intangible Assets Less Amortization .00 .00
__ __
TOTAL ASSETS .00 .00
LIABILITIES AND PARTNERS' CAPITAL:
Accounts Payable .00 .00
__ __
TOTAL CURRENT LIABILITIES $ .00 .00
Payable to Affiliates 672,769.01 672,769.01
Partners Capital (Deficit) (672,769.01) (672,769.01)
__ __
TOTAL LIABILITIES & PARTNERS' CAPITAL .00 .00
The accompanying notes are an intergral part of the financial statements
DETONICS SMALL ARMS LIMITED
STATEMENT OF INCOME
FOR THE YEAR ENDING
DECEMBER 31, 1997, 1996 & 1995
(UNAUDITED)
12/31/97 12/31/96 12/31/95
Revenue
Royalty Revenue $ .00 .00 .00
Other Revenue .00 .00 .00
__ __ __
TOTAL REVENUE .00 .00 .00
Costs and Expenses:
Bank Charges .00 .00 .00
Commissions .00 .00 .00
Operating Expense .00 .00 .00
Professional Fees .00 .00 .00
Promotion .00 .00 .00
Supplies .00 .00 .00
Taxes .00 .00 .00
TOTAL COSTS AND EXPENSES .00 .00 .00
__ __ __
Net Income (Loss) .00 .00 .00
The accompanying notes are an integral part of the financial statements
DETONICS SMALL ARMS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDING
DECEMBER 31, 1997, 1996, & 1995
(UNAUDITED)
12/31/97 12/31/96 12/31/95
Net Cash From Operating Activities $ .00 .00 .00
Net Cash Used By Investing Activities .00 .00 .00
Net Cash From Financing Activities .00 .00 .00
Net Increase In Cash .00 .00 .00
Cash At Begining Of Period .00 .00 .00
Cash At End Of Period .00 .00 .00
DETONICS SMALL ARMS LIMITED
STATEMENT OF PARTNERS' CAPITAL
FOR THE YEAR ENDING
DECEMBER 31, 1997, 1996 & 1995
(UNAUDITED)
12/31/97 12/31/96 12/31/95
Contributions by Partners 0.00 0.00 0.00
Capital Withdrawals 0.00 0.00 0.00
Syndication Costs 0.00 0.00 0.00
Accumulated Surplus (Deficit) (672,769.01) (672,769.01) (672,769.01)
Net Income (Loss) 0.00 0.00 0.00
__ __ __
Partners' Capital (Deficit) ( 672,769.01) ( 672,769.01) ( 672,769.01)
The accompanying notes are an integral part of the financial statements
DETONICS SMALL ARMS LIMITED
(a Washington State limited partnership)
NOTES TO THE FINANCIAL STATEMENTS
1. Partnership Organization and Operations
Detonics Small Arms Limited, a Washington State limited partnership
("the partnership"), was formed on January 28, 1981 for the purpose of
raising certain capital through the public offering of Limited
Partnership interests (4,250 units; $1,000 per unit), and acquiring the
rights to and conducting research and development with respect to a
group of small arms products. Subsequently, the Partnership commenced
limited manufacturing and marketing activities for certain products.
The Partnership shall continue for a period of thirty (30) years from
the date of organization unless the Partnership is sooner dissolved
according to the provisions of the Amended Certificate of Limited
Partnership and Agreement. The Partnership has two general partners and
limited partners comprised of certain investor groups.
The Partnership entered the production stage. Development of the small
arms products was completed. For admission to the Partnership, an
investor is assigned to a group (one group is associated with each
phase), based on the timing of receipt of the contribution. 4,250
limited partnership units are outstanding. The units of the Partnership
are nonassessable.
Partners' Capital
Initial contributions aggregating $4,250,000.00 were made by the Limited
Partners in 1981. The General Partners have not and will not make any
capital contributions. Partners share in income or loss of the
partnership as set forth below.
Allocation of Income, Loss and Cash Distributions
The loss attributable to the research and development efforts of each
phase was allocated to the partners included in such phase as follows:
Limited Partners, pro rata 95%
General Partners 5%
All income and/or loss attributable to the operations after the research
and development program has been completed, including revenues derived
from the sale or other disposition of any rights or interest, shall be
allocated as follows:
Limited Partners, all groups, pro rata 95%
General Partners 5%
The Limited Partners shall receive one hundred percent of the cash
available for distribution, until such time as the Limited Partners
have received in distribution an amount equal to the cumulative capital
contributions received from Limited Partners.
After the Limited Partners have received cash distributions in an amount
equal to the cumulative capital contributions received from Limited
Partners, the General Partners will receive one hundred percent of the
cash available for distribution, until such time as the General Partners
have received an amount equal to five percent of the cumulative capital
contributions received from Limited Partners. Thereafter, the cash
available for distribution shall be allocated as follows:
Limited Partners, all groups, pro rata 95%
General Partners 5%
Upon dissolution of the Partnership, proceeds of the liquidation will be
applied in accordance with the terms of the Amended Certificate and
Agreement of Limited Partnership in the following order of priority:
1) To the payment of liabilities of the Partnership and
expenses of liquidation;
2) To the setting up of any reserves which the General
Partners may deem reasonably necessary for any contingent
or unforeseen liabilities or obligations of the
Partnership, or of the General Partners, arising out of or
in connection with the Partnership;
3) To the repayment of the Limited Partners' contributions to
the capital of the Partnership, plus an amount equal to
six percent of the capital contributions per annum
cumulative, less the sum of prior distributions to
investors from cash available for distribution;
4) Any balance then remaining shall be apportioned among all
the partners as follows:
Limited Partners, pro rata 95%
General Partners 5%
Pursuant to the terms of the Partnership Agreement, the General Partners
are not required to contribute to the Partnership any deficit in their
capital accounts which exist after application of proceeds of
liquidation as set forth above.
2. Significant Accounting Policies
Basis of Reporting
The records of the Partnership are maintained using the accrual method
of accounting. A substantial portion of the transactions of the Limited
Partnership have been with the entities affiliated with the General
Partners.
Inventories
The partnership has no inventories.
Property and Equipment
The partnership has no tangable properties.
Other Assets
Other assets include capitalized organization and patent costs; these
assets are carried at cost and amortized using the straight-line method.
Offering Costs
Offering costs, including sale commissions to brokers for sales of
limited partnership interests were charged directly to the respective
partners' capital account.
Income Taxes
The Partnership is not a tax-paying entity. No provision is made in
these financial statements for federal and state income taxes.
Research and Development Expenses
Research and development costs paid or accrued under terms of a contract
with an affiliated company were charged to expense in the period in
which the obligation was incurred.
Net Loss Attributable to Limited Partners Units
The net loss attributable to each $1,000 limited partnership unit
represents the loss for the period allocated to limited partners divided
by the number of partnership units outstanding at the end of the period.
The net loss allocated to specific individual units will vary from the
amount shown depending on the group to which a limited partner has been
assigned.
3. Amounts Owed to Affiliated Companies
The Partnership owes amounts to affiliates for work done by such
affiliates on its behalf. These amounts have been subject to interest
and possible foreclosure.
Due to the filing of Chapter 11 by the Partnership's affiliate, and by
the Partnership, and due to the cessation of commercial activity
relating to the Partnership's products, all accrual of interest and
right of foreclosure has been suspended since 1987. The Chapter 11
proceeding of the Partnership's affiliate was dismissed on May 13, 1988.
However, as of March 1997, no final settlement has been reached with the
sole secured creditor of the Partnership's affiliate regarding the debt
owed by the Partnership.
4. Transactions with Related Parties
A substantial portion of the transactions of the Partnership have been,
and are anticipated in the future to be, with the General Partners and
their affiliates. Significant transactions with these parties are
summarized in the following paragraph.
Non-recurring management fees to the General Partners of $106,250 (2.5%
of the limited partners' contributions), were incurred in 1981. The
fees represent compensation to the General Partners for organization of
the Partnership and for expense incurred in connection with the offering
of the limited partnership units. The fees were allocated to
organization and offering costs.
An affiliate of the General Partners entered into a fixed price research
and development contract with the Partnership. The affiliate received
$3,500,000 in cash in 1981 as payment for conducting all present and
future research and development for phases 1-6 of the partnership. The
affiliate's costs for performing the research and development activities
included certain general and administrative and overhead costs allocated
by its parent company, an affiliate of the General Partners.
The Partnership granted to an affiliate of the General Partners, the
option to acquire a non-exclusive license to use any products developed
by the Partnership for a period defined in the option agreement and an
option to acquire an exclusive license to said products within 90 days
after termination of the non-exclusive license. The Partnership
received $1,000 in 1981 in return for the aforementioned options.
Substantially all operating costs of this affiliate have been allocated
to the Partnership under this agreement.
The Partnership was charged for manufacturing, marketing,and general and
administrative expenses incurred on behalf of the affiliates of the
General Partners. Amounts due to and from affiliated companies are
comprised of such charges by affiliates and costs incurred by affiliates
on the Partnership's behalf, net of reimbursements and advances made by
the Partnership.
The General Partners have provided management, research and development
and other technical services to affiliates which provided services to
the Partnership. The General Partners were compensated by the
affiliated companies for such services.
5. Commitments and Contingencies
The Partnership has entered into agreements with several individuals to
obtain title to inventions and designs relating to the small arms
products the Partnership is developing. Pursuant to the terms of the
agreements, the individuals will be entitled to royalties of .5% of
sales made directly by the Partnership, 5% of any royalties received by
the Partnership under licensing agreements associated with the products,
and 5% of any amounts received by the Partnership from the sale,
assignment or transfer of the rights to the products.
EX-27
2
5
12-MOS
DEC-31-1997
JAN-01-1997
DEC-31-1997
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