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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
___________________
For the Fiscal Year Ended Commission File Number
September 30, 2004 0-16397
___________________
APPLIED SPECTRUM TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1419457
- ------------------------ ------------------------------------
(State of Incorporation) (IRS Employer Identification Number)
c/o Norwood Venture Corp.
65 Norwood Avenue
Upper Montclair, NJ 07043
Registrant's Telephone Number
Including Area Code
(973) 783-1117
___________________
Securities Registered Pursuant to 12(b) of the Act: None
Securities Registered Pursuant to 12(g) of the Act:
Common Stock -$.01 par value
Common Stock Purchase Warrants
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. [X] Yes [_] No
As of November 30, 2004, 2,953,941 shares of Common Stock of the Registrant were
outstanding, and the aggregate market value of the Common Stock of the
Registrant as of that date excluding shares owned beneficially by officers and
directors, is estimated to be $11,046.
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PART I
ITEM 1. BUSINESS
(a) General Development of Business.
During fiscal 1994 Applied Spectrum Technologies, Inc. (the "Company"
or "AST") began implementing a plan of voluntary dissolution pursuant to Minn.
Statute #302A.721 that was approved by its shareholders at a Special
Shareholders' Meeting held on November 30, 1993. Under the Company's Plan of
Dissolution most of its assets were sold during 1994 with some payments deferred
into 1995 and beyond. The recovery period ran through 1997. During fiscal 1995
most of the tangible asset sales were collected and only technology licenses
remained to be collected. During fiscal 1996 the Company continued to collect
license fees and payments on one equipment lease. The results of the plan of
dissolution were successful and all liabilities and expenses were either paid or
are covered in reserves. On November 17, 2000 a Special Meeting of the
shareholders of AST was held at which time the Plan of Dissolution was revoked.
Pursuant to the proposal for revocation, a liquidating dividend of approximately
$212,000 was paid pro-rata to shareholders in August, 2001. The Company has been
inactive since 1994.
Prior to implementation of the Dissolution Plan, AST was engaged in the
development, manufacture, marketing and sale of digital business communication
systems.
The Company was organized as a Minnesota corporation on February 17,
1982. The Company's principal executive office is located at 65 Norwood Avenue,
Upper Montclair, NJ 07034, and its telephone number is (973) 783-1117.
(b) Financial Information About Industry Segments.
Not applicable. The Company is inactive.
(c) Narrative Description of Business.
BACKGROUND
The technology on which the Company's original products were based,
including Spread Spectrum Technology, permit data and telemetry to be
transmitted simultaneously over telephone wire without interfering with normal
voice service. The Company's products were known as data/voice multiplexing
("DVM") equipment and were aimed at operating telephone companies (Telco
market).
2
The Company's lack of financial resources caused the Company to pursue
a plan of dissolution as approved by the Board of Directors and approved by the
shareholders on November 30, 1993. The Plan of Dissolution was revoked on
November 17, 2000 during a special meeting of the stockholders.
PRODUCTS
Not applicable. The Company is inactive.
MARKETS
Not applicable. The Company is inactive.
SALES AND DISTRIBUTION
After ceasing operations, the Company did not pursue Sales and
Distribution efforts.
PRODUCT DEVELOPMENT
Not applicable. The Company is inactive.
MANUFACTURING, SERVICE AND SUPPORT
Not applicable. The Company is inactive.
COMPETITION
Not applicable. The Company is inactive.
BACKLOG
Not applicable. The Company is inactive.
GOVERNMENT REGULATION
Not applicable. The Company is inactive.
EMPLOYEES
As of September 30, 2004, 2003 and 2002, the Company had no employees.
3
PATENTS, TRADEMARKS AND LICENSES
Prior to adopting the Dissolution Plan, the Company had obtained a
number of United States and foreign patents. The 17-year terms of the Company's
United States patents expired from the years 2001 to 2004.
The Company's product names "DWV-200" and "SPECTRA" were registered as
trademarks in the United States. The Company also claimed common law trademark
rights with respect to the name "DVM-400".
During 1994, the Company stopped paying for any further patent or
trademark applications or renewals. The Company believes that it has exhausted
all efforts of future value for its technologies.
(d) Financial Information about Foreign and Domestic Operations and
Export Sales.
Not applicable. The Company is inactive.
ITEM 2. PROPERTY
On September 16, 1993, The Company vacated its former headquarters and
manufacturing facilities located at 450 Industrial Boulevard, Minneapolis,
Minnesota. Since 1993, the Company has conducted business through voice mail, P.
O. Box and facsimile machines. From 1993 to 1997, the Company obtained
approximately 300 square feet of space for storage of its assets at reasonable
monthly rental amounts. In November 1997, the Company vacated its storage space
and transferred all of its important records to a storage site in New York.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is
a party or to which any of its property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 17, 2000 a special meeting of the shareholders was held, at
which the Plan of Dissolution was revoked.
4
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Year First
Elected or
Name Age Appointed Position Currently Held
- ---- --- --------- -----------------------
Mark R. Littell 53 1998 Chief Executive Officer
Mr. Littell has been Chief Executive Office of the Company since
January, 1998. Mr. Littell has been President of Norwood Venture Corp. since May
1, 1988.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
AST's common stock was traded on the national, over-the-counter market under the
symbol ASTI after its initial public offering in January, 1988. However the
Company was notified by NASD that, due to low trading volume, it would not
report transactions in the Company's stock after October 13, 1989.
As of October 1, 2004, there were approximately 792 holders of record of the
Company's common stock.
Other than the liquidating dividend paid in August, 2001, the Company has never
declared or paid cash dividends on its common stock.
5
ITEM 6. SELECTED FINANCIAL DATA
APPLIED SPECTRUM TECHNOLOGIES, INC.
SUMMARY FINANCIAL INFORMATION
(THOUSANDS)
FOR THE FIVE YEARS ENDED SEPTEMBER 30,
--------------------------------------------------
Statements of Operations Data: 2004 2003 2002 2001 2000
- ----------------------------- ------ ------ ------ ------ ------
Net Sales $ -- $ -- $ -- $ -- $ --
Sublicensing revenues -- -- -- -- --
------ ------ ------ ------ ------
Total Revenues $ -- $ -- $ -- $ -- $ --
Operating profit (loss) $ (10) $ (5) $ (4) $ (16) $ --
Other income (expense) -- -- 1 11 14
------ ------ ------ ------ ------
Net Profit loss $ (10) $ (5) $ (3) $ (5) $ 14
Net Profit (loss) per share $ * $ * $ * $ * $ *
Weighted average number of
shares outstanding 2,954 2,954 2,954 2,954 2,954
Balance Sheets Data:
Cash and short-term investments $ 27 $ 29 $ 33 $ 37 $ 262
Working capital $ 11 $ 21 $ 25 $ 10 $ 245
Total assets $ 27 $ 29 $ 33 $ 37 $ 262
Long-term liabilities -- -- -- -- --
Shareholders' equity $ 11 $ 21 $ 25 $ 10 $ 245
* Less than $.01 per share.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
- -------
The Company has been inactive since 1994.
FINANCIAL INFORMATION FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2002, 2003 AND
- --------------------------------------------------------------------------------
2004
- ----
Revenues
- --------
Revenues in 2004, 2003 and 2002 were $0, as a result of the Company being
inactive.
6
Cost of Product Sold
- --------------------
There was no cost of products sold in 2004, 2003 and 2002.
Expenses
- --------
General and administrative expenses in 2004, 2003 and 2002 related to preserving
the corporate shell.
Other Income/Expenses
- ---------------------
Other income in 2004, 2003 and 2002 consisted of interest income.
Operating Loss Carryover
- ------------------------
As a result of the changes in the ownership of the Company, the utilization of
the Company's net operating loss carryover will be substantially reduced.
Liquidity
- ---------
As of September 30, 2004, the Company has cash of $27,000 and liabilities of
$16,000.
The Company's major shareholder voted to revoke the dissolution of AST and to
retain the corporate shell for an unspecified time in hope that it has some
additional future value for AST's shareholders. The Company paid a liquidating
dividend to shareholders in August, 2001 of approximately $212,000. The Company
estimates that $27,000 of undistributed cash at September 30, 2004, plus future
interest income will be sufficient to cover the future carrying costs of the
corporate shell.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL DATA
FINANCIAL STATEMENTS PAGE
- -------------------- ----
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................ 9
FINANCIAL STATEMENTS:
Balance Sheets .................................................. 10
Statements of Operations ........................................ 11
Statements of Shareholders' Equity .............................. 12
Statements of Cash Flows ........................................ 13
Notes to Financial Statements ................................... 14-15
8
HOBERMAN, MILLER,
GOLDSTEIN & LESSER, P.C. 226 WEST 26TH STREET
NEW YORK, NY 10001-6785
CERTIFIED PUBLIC ACCOUNTANTS (212)463-0900 FAX (212)691-6452
================================================================================
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Applied Spectrum Technologies, Inc.
We have audited the accompanying balance sheets of Applied Spectrum
Technologies, Inc. as of September 30, 2004 and 2003, and the related statements
of operations, shareholders' equity, and cash flows for each of the three years
in the period ended September 30, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Applied Spectrum Technologies,
Inc. as of September 30, 2004 and 2003, and the results of its operations and
its cash flows for each of the three years in the period ended September 30,
2004, in conformity with U.S. generally accepted accounting principles.
/s/ HOBERMAN, MILLER, GOLDSTEIN & LESSER, CPA'S, P.C.
October 19, 2004
9
APPLIED SPECTRUM TECHNOLOGIES, INC.
BALANCE SHEETS
====================================================================================
AS OF SEPTEMBER 30, 2004 2003
- ------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ 26,580 $ 28,894
====================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 8,034 $ 8,034
Accrued expenses 7,500 128
- ------------------------------------------------------------------------------------
TOTAL LIABILITIES, ALL CURRENT 15,534 8,162
- ------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock, par value $.01 per share;
authorized 10,000,000 shares, issued and
outstanding 2,953,941 shares 29,539 29,539
Additional paid-in capital 16,062,413 16,062,413
Accumulated deficit (16,080,906) (16,071,220)
- ------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 11,046 20,732
- ------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 26,580 $ 28,894
====================================================================================
The accompanying notes are an integral part of these statements.
10
APPLIED SPECTRUM TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
=====================================================================================================
FOR THE YEARS ENDED SEPTEMBER 30, 2004 2003 2002
- -----------------------------------------------------------------------------------------------------
REVENUES $ -0- $ -0- $ -0-
INCOME (EXPENSES)
General and administrative expenses (9,866) (4,769) (4,025)
Interest income 180 241 541
- -----------------------------------------------------------------------------------------------------
NET LOSS $ (9,686) $ (4,528) $ (3,484)
=====================================================================================================
NET LOSS PER SHARE * * *
=====================================================================================================
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 2,953,941 2,953,941 2,953,941
=====================================================================================================
* Less than $.01 per share
The accompanying notes are an integral part of these statements.
11
APPLIED SPECTRUM TECHNOLOGIES, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
=========================================================================================================================
FOR THE YEARS ENDED SEPTEMBER 30,2004, 2003 AND 2002
- -------------------------------------------------------------------------------------------------------------------------
COMMON STOCK
---------------------------------- ADDITIONAL
SHARES AMOUNT PAID-IN CAPITAL DEFICIT TOTAL
- ------------------------------------------------------------------------------------------------------------------------
Balance - October 1, 2001 2,953,941 $ 29,539 $ 16,062,413 $ (16,063,208) $ 28,744
Net loss for the year (3,484) (3,484)
- ------------------------------------------------------------------------------------------------------------------------
BALANCE -
SEPTEMBER 30, 2002 2,953,941 29,539 16,062,413 (16,066,692) 25,260
Net loss for the year (4,528) (4,528)
- ------------------------------------------------------------------------------------------------------------------------
BALANCE -
SEPTEMBER 30, 2003 2,953,941 29,539 16,062,413 (16,071,220) 20,732
Net loss for the year (9,686) (9,686)
- ------------------------------------------------------------------------------------------------------------------------
BALANCE -
SEPTEMBER 30, 2004 2,953,941 $ 29,539 $ 16,062,413 $ (16,080,906) $ 11,046
========================================================================================================================
The accompanying notes are an integral part of these statements.
12
APPLIED SPECTRUM TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
============================================================================================
FOR THE YEARS ENDED SEPTEMBER 30, 2004 2003 2002
- --------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9,686) $ (4,528) $ (3,484)
CHANGES IN OPERATING ASSETS AND LIABILITIES
Accrued expenses 7,372
- --------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (2,314) (4,528) (3,484)
- --------------------------------------------------------------------------------------------
NET DECREASE IN CASH (2,314) (4,528) (3,484)
CASH - beginning of year 28,894 33,422 36,906
- --------------------------------------------------------------------------------------------
CASH - END OF YEAR $ 26,580 $ 28,894 $ 33,422
============================================================================================
The accompanying notes are an integral part of these statements.
13
APPLIED SPECTRUM TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY Applied Spectrum Technologies, Inc. (the "Company") has
been inactive since 1995. The Company was previously
engaged in the development, manufacture, marketing and
sale of products for the digital transmission of data.
USE OF ESTIMATES The preparation of financial statements in conformity
with accounting principles generally accepted in the
United States of America requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of
revenues and expenses during the reporting period.
Actual results could differ from those estimates.
LOSS PER SHARE Loss per share is computed by dividing the net loss for
the period by the weighted average number of shares of
common stock. Outstanding stock options are not
included in the loss per share calculations as they are
anti-dilutive.
2. INCOME TAXES The Company accounts for income taxes in accordance
with Statement of Financial Accounting Standards No.
109, ("SFAS 109") "Accounting for Income Taxes". Under
the asset and liability method, deferred income taxes
are recognized for the tax consequences of "temporary
differences" by applying enacted statutory tax rates
applicable to future years to differences between the
financial statements carrying amounts and the tax bases
of existing assets and liabilities. Under SFAS 109,
deferred tax assets may be recognized for temporary
differences that will result in deductible amounts in
future periods. A valuation allowance is recognized, if
on the weight of available evidence, it is more likely
than not that some portion or all of the deferred tax
asset will not be realized.
As of September 30, 2004, the Company had a Federal net
operating loss carryforward ("NOL") of approximately
$1,919,000 that may be used to reduce taxable income in
future years. As a result of changes in ownership of
the Company, pursuant to Internal Revenue Code Section
382, the utilization of the NOL will be substantially
reduced. In addition, due to uncertainties surrounding
the Company's ability to utilize the NOL in future
years the Company established a valuation allowance
equal to the deferred tax asset.
3. STOCK OPTIONS At September 30, 2002, an individual held an
outstanding option to purchase 200,000 common shares at
$0.10 per share which expired on July 26, 2003. There
were no outstanding options at September 30, 2004 and
2003. No options were exercised for each of the three
years ended September 30, 2004.
14
APPLIED SPECTRUM TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
================================================================================
4. RECENT ACCOUNTING
PRONOUNCEMENTS In May, 2003, the Financial Accounting Standards Board
issued SFAS No. 150 "Accounting for Certain Instruments
with Characteristics of Both Liabilities and Equity"
which establishes standards for how an issuer
classifies and measures certain financial instruments
with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument
that is within its scope as a liability (or an asset in
some circumstances). Many of those instruments were
previously classified as equity. This new standard did
not impact the Company in 2003 or 2004.
15
APPLIED SPECTRUM TECHNOLOGIES, INC.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(Not Applicable)
APPLIED SPECTRUM TECHNOLOGIES, INC.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
(Not Applicable)
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCUSSIONS
(Not Applicable)
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
(a) Directors of the Company
------------------------
Principal occupation and business.
Director
Name of Director Age Experience
- ---------------- --- ----------
Mark R. Littell 53 President, Norwood Venture Corp. since 1988, a
firm which manages venture capital funds. Mr.
Littell is also a Director of Video Services
Acquisition Corp.
16
(b) Executive Officers of the Company
---------------------------------
The information required by this Item 10 regarding executive officers
is included in this Report under Item 4A, "Executive Officers of the
Registrant."
ITEM 11. EXECUTIVE COMPENSATION
(a) Cash Compensation
-----------------
The following table provides information as to the compensation of the
executive officers for services rendered in all capacities during the fiscal
year ended September 30, 2004 and to all executive officers as a group.
Name of Individual Capacities in Cash
or Number in Group Which Served Compensation
- ------------------ ------------ ------------
Mark R. Littell Chief Executive Officer $ 0
All Executive Officers
as a Group (1 Person) $ 0
(b) Compensation Pursuant to Plans
------------------------------
(None)
(c) Director's Compensation
-----------------------
Mr. Littell has waived his director's fees.
17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth information pertaining to directors,
executive officers and persons who, to the best of AST's knowledge owned
beneficially more than five percent (5%) of the voting common stock of AST as of
September 30, 2004.
SHARES OF COMMON STOCK BENEFICIALLY OWNED(1)(2)
NAME OF
BENEFICIAL OWNER AMOUNT PERCENT OF CLASS
- ---------------- ------ ----------------
Norwood Venture Corp.(5) 2,282,564(3) 77.27
Mark R. Littell(6) 2,282,564(4) 77.27
All Directors and 2,282,564 77.27
Officers as a Group
(1) Shares not outstanding but beneficially owned by virtue of the right of
an individual or entity to acquire them within sixty (60) days are
treated as outstanding only when determining the amount and percentage
owned by such individual or entity. Fractional shares have been rounded
to the nearest whole share.
(2) Unless otherwise noted, each person or group identified possesses sole
voting and investment power with respect to the shares opposite the
name of such person or group.
(3) Consists of 2,282,564 shares owned by Norwood Venture Corp. (Norwood).
(4) Includes 2,282,564 shares owned by Norwood. Mr. Littell may be a
beneficial owner of Norwood shares.
(5) Norwood Venture Corp. is located at 65 Norwood Avenue, Upper Montclair,
N.J. 07043.
(6) Mr. Littell's business address is 65 Norwood Avenue, Upper Montclair,
N.J. 07043.
(b) Changes in Control
------------------
None
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
18
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
PAGE
----
No.
- ---
(a) 1. Financial Statements: Reference is made to the
Index to Financial Data contained in this Report 8
2. Reference is made to the Exhibit Index contained
in this Report 20
A copy of any of the Exhibits listed or referred to in the Exhibit
Index will be furnished at a reasonable cost to any person upon a written
request for any such exhibit. Such requests should be sent to Applied Spectrum
Technologies, Inc., c/o Norwood Venture Corp., 65 Norwood Avenue, Upper
Montclair, N.J. 07043.
(b) Reports on form 8-K: None were filed during the four quarters of the
fiscal year covered by this Report.
19
ITEM 14. (A)3.EXHIBITS
The following is a complete list of Exhibits filed or incorporated by
reference as a part of this Report:
APPLIED SPECTRUM TECHNOOGIES, INC.
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR FISCAL YEAR ENDED SEPTEMBER 30, 2004
ITEM NO. DESCRIPTION METHOD OF FILING
- -------- ----------- ----------------
1.1 Forms of Underwriting Incorporated by reference to Exhibit 1.1
to
Agreement and Dealer the Company's Registration Statement on
Agreement. Form S-1 (File No. 33-17959)
3.1 Amended and Restated Incorporated by reference to Exhibit 3.1
Articles of to the Company's Registration Statement
Incorporation of the on Form S-1 (File No. 33-17959)
Company.
3.2 By Laws of the Company Incorporated by reference to Exhibit 3.2
to the Company's Registration Statement
on Form S-1 (File No. 33-17959)
4.1 Specimen Form of the Incorporated by reference to Exhibit 4.1
Company's Common Stock to the Company's Registration Statement
Certificate. on Form S-1 (File No. 33-17959)
4.2 Amended and Restated Incorporated by reference to Exhibit 4.4
Articles of to the Company's Registration Statement
Incorporation of the on Form S-1 (File No. 33-17959)
Company) See Exhibit
3.1).
4.3 By-laws of the Company Incorporated by reference to Exhibit 4.5
(see Exhibit 3.2). to the Company's Registration Statement
on Form S-1 (File No. 33-17959)
20
4.4 Agreement for 1987 Incorporated by reference to Exhibit 4.6
Bridge Financings, to the Company's Registration Statement
Conversion and Sale on Form S-1 (File No. 33-17959)
of Shares, dated
September 18, 1987
between the Company
and certain
shareholders.
4.5 Form of Convertible Incorporated by reference to Exhibit 4.1
Debentures issued to the Company's Registration Statement
pursuant to Agreement on Form S-1 (File No. 33-17959)
for 1987 Bridge
Financing, Conversion
and Sales of Shares.
4.6 Amended and Restated Incorporated by reference to Exhibit 4.8
Registration Agreement, to the Company's Registration Statement
dated April 11, 1985, on Form S-1 (File 33-17959)
between the Company and
certain shareholders.
4.7 Amendment dated October Incorporated by reference to Exhibit
28, 1987 to Agreement 4.10 to the Company's Registration
for 1987 Bridge Statement on Form S-1
Financing Conversion (File No. 33-17959)
and Sales of Shares.
10.1 Employment Agreement Incorporated by reference to Exhibit
dated December 12, 10.3 to the Company's Registration
1985 between the Statement on Form S-1
Company and Richard V. (File No. 33-17959)
Palermo.
10.2 Exclusive License Incorporated by reference to Exhibit
Agreement dated July 10.20 to the Company's Registration
16, 1986, between the Statement on Form S-1
Company and Morse (File No. 33-17959)
Security Group, Inc.
10.3 License Agreement dated Incorporated by reference to Exhibit
January 30, 1986, 10.21 to the Company's Registration
between the Company and Statement on Form S-1(File No.33-17959)
Databit, Inc.
10.4 Agreement dated April Incorporated by reference to Exhibit
11, 1986, between the 10.22 to the Company's Registration
Company and Databit, Statement on Form S-1
Inc., as amended. (File No. 33-17959)
10.5 Amendment to Agreement Incorporated by reference to Exhibit
with Siemens Data 10.30 to the Company's Form 10-K for the
Switching Systems, Inc. period ending September 30, 1988
(File No. 0-16397)
21
10.6 Form of Amendment to Incorporated by reference to Exhibit
Warrant Agreement dated 10.32 to the Company's Form 10-K for the
December 18, 1987. period ending September 30, 1988
(File No. 0-16397)
10.7 Agreement dated March Incorporated by reference to Exhibit
30, 1998, between the 10.30 to the Company's Form 10-K for the
Company and Digi-Voice period ending September 30, 1989
Corporation. (File No. 0-16397)
10.8 Agreement dated March Incorporated by reference to Exhibit
19, 1990, between the 10.18 to the Company's Form 10-K for the
Company and Norwood period ending September 30, 1990
Venture Corp. (File No. 0-16397)
10.9 Applied Spectrum Incorporated by reference to Exhibit
Technologies, Inc. 10.19 to the Company's 1990 Stock Option
1990 Stock Option Plan Plan Form 10-K for the period ending
September 30, 1990 (File No. 0-16397)
10.10 Agreement dated August Incorporated by reference to Exhibit
31, 1990, between the 10.22 to the Company's Form 10-K for the
Company and Digi-Voice period ending September 30, 1990
Corporation amended. (File No. 0-16397)
10.11 Agreement dated December Incorporated by reference to Exhibit
14, 1990, between the 10.23 to the Company's Form 10-K for the
Company and Norwood period ending September 30, 1990
Venture Corp. as amended. (File No. 0-16397)
10.12 Agreement dated November Incorporated by reference to Exhibit
30, 1990, between the 10.17 to the Company's Form 10-K for the
Company and Penril Corp. period ending September 30, 1991
(File No. 0-16397)
10.13 Agreement dated January Incorporated by reference to Exhibit
1, 1991, between the 10.18 to the Company's Form 10-K for the
Company and Memotec period ending September 30, 1991
Datacom, Inc. (File No. 0-16397)
10.14 Agreement dated January Incorporated by reference to Exhibit
1, 1991, between the 10.19 to the Company's Form 10-K for the
Company and Memotec period ending September 30, 1991
Datacom, Inc. (File No. 0-16397)
22
10.15 Amendment dated March Incorporated by reference to Exhibit
13, 1991, to Agreement 10.21 to the Company's Form 10-K for the
dated August 30, 1989, period ending September 30, 1991
between the Company (File No. 0-16397)
and Digi-Voice Corp.
10.16 Amendment dated March Incorporated by reference to Exhibit
29, 1991, to the 10.22 to the Company's Form 10-K for the
Agreement dated March period ending September 30, 1991
19, 1990 between the (File No. 0-16397)
Company and Norwood
Venture Corp.
10.17 Employment Agreement Incorporated by reference to Exhibit
dated April 25, 191 10.24 to the Company's Form 10-K for the
between the Company period ending September 30, 1991
and Edward Mackay. (File No. 0-16397)
10.18 Amendment dated March Incorporated by reference to Exhibit
19, 1992, to the 10.27 to the Company's Form 10-K for the
Agreement dated March period ending September 30, 1992
19, 1990 between the (File No. 0-16397)
Company and Norwood
Venture Corp.
10.19 Agreement dated June Incorporated by reference to Exhibit
30, 1992, between the 10.30 to the Company's Form 10-K for the
Company and period ending September 30, 1992
Data-Products of New (File No.0-16397)
England, Inc.
10.20 Employment Agreement Incorporated by reference to Exhibit
dated July 14, 1993, 10.20 to the Company's Form 10-K for the
between the Company period ending September 30, 1993
and Edward Mackay. (File No. 0-16397)
10.21 Agreement dated August Incorporated by reference to Exhibit
19, 1993, between the 10.21 to the Company's Form 10-K for the
Company and HT period ending September 30, 1993
Communications, Inc. (File No. 0-16397)
10.22 Agreement dated Incorporated by reference to Exhibit
December 1, 1993, 10.22 to the Company's Form 10-K for the
between the Company and period ending September 30, 1993
HT Communications, Inc. (File No. 0-16397)
10.23 Amendment to Employment Incorporated by reference to Exhibit
Agreement dated July 10.23 to the Company's Form 10-K for the
14, 1993, between the period ending September 30, 1994
Company and Edward (File No. 0-16397)
Mackay.
23
10.24 Agreement dated April Incorporated by reference to Exhibit
11, 1995, between the 10.24 to the Company's Form 10-K for the
Company and HT period ending September 30, 1995
Communications, Inc. (File No. 0-16397)
10.25 Amendment dated April Incorporated by reference to Exhibit
28, 1995, to Agreement 10.25 to the Company's Form 10-K for the
date August 30, 1989, period ending September 30, 1995
between the Company (File No. 0-16397)
and Digi-Voice
Corporation.
11.1 Computation of per Filed Herewith
share earnings.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: 12/28/04 APPLIED SPECTRUM TECHNOLOGIES, INC.
By /s/ Mark R. Littell
----------------------------------------
Mark R. Littell
Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of
1934, this Report has been signed below by the following persons on behalf of
the Registrant and in the Capacities and on the dates indicated:
Dated: 12/28/04 By /s/ Mark R. Littell
----------------------------------------
Mark R.Littell
Chief Executive Officer
Dated: 12/28/04 By /s/ Mark R. Littell
----------------------------------------
Mark R. Littell
Director
24