As
filed with the Securities and Exchange Commission May 19,
2009
|
Registration
Statement No. 333-
|
Delaware
|
33-
143215
|
3795
|
(State
or other jurisdiction of
|
(I.R.S.
Identification Number)
|
(Primary
Standard Industrial
|
incorporation
or organization)
|
Classification
Code Number)
|
Large
accelerated filer o
|
Accelerated
filer o
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Non-accelerated
filer o (Do not check if
a smaller reporting company)
|
Smaller
reporting company x
|
Title of Each Class of Securities to be Registered
|
Amount to be
Registered
|
Proposed
Maximum
Offering Price
per Unit(1)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
||||||||||||
Common Stock, par value $0.0001 per
share
|
16,263,334 | $ | $0.375 | $ | 6,098,750 | $ | $1447.44 |
(1)
|
Estimated for the purpose of
determining the registration fee pursuant to Rule 457(c), based on the
average of the bid and asked price as of May 11,
2009.
|
PROSPECTUS
SUMMARY
|
2
|
|
RISK
FACTORS
|
3
|
|
USE
OF PROCEEDS
|
7
|
|
MARKET
FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
|
7
|
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
8
|
|
BUSINESS
|
15
|
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LEGAL
PROCEEDINGS
|
22
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MANAGEMENT
|
22
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EXECUTIVE
COMPENSATION
|
25
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
26
|
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CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
|
28
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THE
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
|
29
|
|
DESCRIPTION
OF SECURITIES
|
32
|
|
LEGAL
MATTERS
|
34
|
|
EXPERTS
|
34
|
|
WHERE
YOU CAN FIND MORE INFORMATION
|
34
|
|
OPTEX SYTEMS HOLDINGS, INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 29, 2009 AND MARCH 30, 2008 |
F-1
|
|
OPTEX SYTEMS INC.
AND INDEX TO FINANCIAL
STATEMENTS AS OF SEPTEMBER 28, 2008 AND SEPTEMBER 30,
2007
|
F-19
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-20
|
|
OTHER EXPENSES |
35
|
|
INDEMNIFICATION OF OFFICERS AND DIRECTORS |
35
|
|
RECENT SALES OF UNREGISTERED SECURITIES |
35
|
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EXHIBITS |
37
|
|
UNDERTAKINGS |
37
|
|
SIGNATURES |
39
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Common
stock offered by the Selling Stockholders:
|
16,263,334
shares of common stock, par value $0.0001 per share.
|
|
Offering
prices:
|
The
shares offered by this prospectus may be offered and sold at prevailing
market prices or such other prices as the Selling Stockholders may
determine.
|
|
Common
stock outstanding:
|
141,464,940 shares
as of May 12, 2009.
|
|
Dividend
policy:
|
Dividends
on our common stock may be declared and paid when and as determined by our
board of directors. We have not paid and do not expect to pay dividends on
our common stock.
|
|
OTCBB
symbol:
|
OPXS.OB
|
|
Use
of proceeds:
|
We
are not selling any of the shares of common stock being offered by this
prospectus and will receive no proceeds from the sale of the shares by the
Selling Stockholders. All of the proceeds from the sale of common stock
offered by this prospectus will go to the Selling Stockholders at the time
they sell their shares.
|
|
·
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our ability to repay our existing
debt;
|
|
·
|
our ability to fulfill
backlog;
|
|
·
|
our ability to procure additional
production contracts;
|
|
·
|
our ability to control
costs;
|
|
·
|
the timing of payments and
reimbursements from government and other
contracts;
|
|
·
|
increased sales and marketing
expenses;
|
|
·
|
technological advancements and
competitors’ response to our
products;
|
|
·
|
capital improvements to new and
existing facilities;
|
|
·
|
our relationships with customers
and suppliers; and
|
|
·
|
general economic conditions
including the effects of future economic slowdowns, acts of war or
terrorism and the current international
conflicts.
|
|
·
|
electing or defeating the
election of directors;
|
|
·
|
amending or preventing amendment
of the Company’s certificate of incorporation or
bylaws;
|
|
·
|
effecting or preventing a
Reorganization, sale of assets or other corporate transaction; and
controlling the outcome of any other matter submitted to the stockholders
for vote.
|
|
·
|
technological innovations or new
products and services by the Company or its
competitors;
|
|
·
|
additions or departures of key
personnel;
|
|
·
|
limited “public float” following
the Reorganization, in the hands of a small number of persons whose sales
or lack of sales could result in positive or negative pricing pressure on
the market price for the common
stock;
|
|
·
|
the Company’s ability to execute
its business plan;
|
|
·
|
operating results that fall below
expectations;
|
|
·
|
loss of any strategic
relationship;
|
|
·
|
industry
developments;
|
|
·
|
economic and other external
factors; and
|
|
·
|
period-to-period fluctuations in
the Company’s financial
results.
|
Period
|
High
|
Low
|
||||||
First
Quarter 2007
|
$ | .08 | $ | .08 | ||||
Second
Quarter 2007
|
$ | .08 | $ | .08 | ||||
Third
Quarter 2007
|
$ | .08 | $ | .08 | ||||
Fourth
Quarter 2007
|
$ | .08 | $ | .08 | ||||
First
Quarter 2008
|
$ | .08 | $ | .08 | ||||
Second
Quarter 2008
|
$ | .08 | $ | .12 | ||||
Third
Quarter 2008
|
$ | .12 | $ | .12 | ||||
Fourth
Quarter 2008
|
$ | .12 | $ | .12 | ||||
First
Quarter 2009
|
$ | .12 | $ | .12 |
Description
|
Offering
|
|||
Additional
Personnel
|
$ | 150,000 | ||
Legal
and Accounting Fees
|
$ | 100,000 | ||
Investor
Relations Fees
|
96,000 | |||
Working
Capital
|
$ | 528,529 | ||
Totals:
|
$ | 874,529 |
|
·
|
Electronic sighting
systems
|
|
·
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Mechanical sighting
systems
|
|
·
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Laser protected glass
periscopes
|
|
·
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Laser protected plastic
periscopes
|
|
·
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Non-laser protected plastic
periscopes
|
|
·
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Howitzer sighting
systems
|
|
·
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Ship
binoculars
|
|
·
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Replacement optics (e.g. filters,
mirrors)
|
|
·
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Reliability – failure can cost
lives
|
|
·
|
Cost
effectiveness
|
|
·
|
Ability to deliver on
schedule
|
|
·
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Armed forces need to be able to
see to perform
|
|
·
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Mission critical
products.
|
|
·
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Big Eye Binoculars – While the
military application we produce is based on mature military designs, Optex
owns all castings, tooling and glass technology. These large
fixed mount binoculars could be sold to Cruise Ships, Personal Yachts and
Cities/Municipalities.
|
|
·
|
Night Vision Goggles – Optex
presently manufactures the Optical System for the NL-61 Night Vision
Goggles for the Ministry of Defense of Israel. This technology is based on
the IR Squared design and could be implemented for retail commercial
applications.
|
|
·
|
Infrared Imaging Equipment –
Optex manufactures and assembles Infrared Imaging Equipment for Textron
and components for Raytheon’s Thermal Imaging M36 Mount product. This
equipment and technology has potential to be assembled for border patrol,
police and security
agencies.
|
|
1)
|
Take Existing Products into the
applications of New
Customers.
|
|
2)
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Take New Products into our
Existing Customers.
|
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3)
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Expand the Portfolio by
developing New Products for New
Customers.
|
|
-
|
Successful Completion of
ISO9001:2000
Re-Certification
|
|
-
|
Weekly Cycle Counts on Inventory
Items
|
|
-
|
Weekly Material Review Board
Meeting on non-moving piece
parts
|
|
-
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Kanban kitting on products with
consistent weekly ship
quantities
|
|
-
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Daily review of Yields and
Product Velocity
|
|
-
|
Bill of Material Reviews prior to
Work Order Release
|
Name
|
Age
|
Position
|
||
Stanley
A. Hirschman
|
62
|
President,
Secretary, Treasurer
& Director
|
||
Merrick
D. Okamoto
|
48
|
Director
|
||
Ronald
F. Richards
|
43
|
Chairman
of the Board
|
||
Danny
Schoening
|
44
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Chief
Operating Officer
|
||
Karen
Hawkins
|
|
44
|
|
Vice
President of Finance
and Controller
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Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
(2)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||||||||
Danny
Schoening
|
2008
|
(1)*
|
$
|
122,646
|
$
|
10,300
|
$
|
7,500
|
—
|
$
|
140,446
|
|||||||||||||
Chief
Operating Officer
|
2007
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||
Karen
Hawkins
|
2008
|
132,473
|
300
|
-0-
|
-0-
|
132,773
|
||||||||||||||||||
VP
Finance/Controller
|
2007
|
(1)*
|
56,900
|
300
|
-0-
|
-0-
|
57,200
|
|
1.
|
The compensation depicted is not
reflective of a full years compensation as Danny Schoening did not begin
employment until the second quarter of fiscal year 2008 and Karen Hawkins
did not begin employment until the third quarter of fiscal year
2007.
|
|
2.
|
Stock awards include issues of
10,000 common shares of Irvine Sensors Common Stock on January
16, 2008 at the then current market share price of $0.75 per
share
|
Title of Class
|
Name of Beneficial
Owner
|
Number of
Shares
|
Preferred
Conversion
|
Combined
Ownership
|
Percentage of
Outstanding
Shares
|
|||||||||||||
Common Stock :
|
||||||||||||||||||
5%
Holders
|
Arland
Holdings, Ltd
|
11,148,935
|
4,040,000
|
15,188,935
|
7.93
|
%
|
||||||||||||
Sileas
Corp. (1)
|
102,184,347
|
37,040,000
|
139,224,347
|
72.71
|
%
|
|||||||||||||
Directors
and Officers:
|
Stanley
Hirschman (2)
|
81,747,478
|
29,632,000
|
111,379,478
|
58.17
|
%
|
||||||||||||
Danny
Schoening (2)
|
15,327,652
|
5,556,000
|
20,883,652
|
10.91
|
%
|
|||||||||||||
Directors
and officers as a group (3 Individuals) (1) (2)
|
102,184,347
|
37,040,000
|
139,224,347
|
72.71
|
%
|
1
|
Represents shares held by Sileas
Corp. of which Stanley Hirschman a Director/Officer of Registrant has a
controlling interest (80%), and both Danny Schoening and Karen
Hawkins, officers of Registrant, have an interest (15% and 5%
respectively).
|
2
|
Represents common shares held by
Sileas Corp. See footnote 1 above for description of ownership
interests of certain officers of Registrant in Sileas
Corp.
|
Existing
Sustut (Registrant) Shareholders
|
18,749,991
|
|||
Shares
issued for Investor Relations Services
|
1,250,000
|
|||
Optex
Systems Inc shares exchanged
|
113,333,282
|
|||
Private
Placement shares issued
|
8,131,667
|
|||
Total
Shares after Reorganization
|
141,464,940
|
Name of Selling Stockholder
(18)
|
Amount beneficially
owned by Selling
Stockholder
|
Amount to be offered
to Selling
Stockholder's
Account
|
Amount to be
beneficially owned
following completion
of offering
|
Percent to be
beneficially owned
following completion
of the offering
|
||||||||||||||
(1)
|
Albert
& Diane Gragnani
|
1,200,000 | 1,200,000 | - | - | |||||||||||||
(2)
|
Curio
Holidings
|
600,000 | 600,000 | - | - | |||||||||||||
(3)
|
Daniel
McDonald
|
300,000 | 300,000 | - | - | |||||||||||||
(4)
|
Eric
Samuelson
|
1,500,000 | 1,500,000 | - | - | |||||||||||||
(5)
|
George
Gummow
|
600,000 | 600,000 | - | - | |||||||||||||
(6)
|
Gerald
Berkson
|
453,334 | 453,334 | - | - | |||||||||||||
(7)
|
Gerald
Holland
|
600,000 | 600,000 | - | - | |||||||||||||
(8)
|
Kenneth
and Irene Chaffin
|
300,000 | 300,000 | - | - | |||||||||||||
(9)
|
Lee
Stambollis
|
360,000 | 360,000 | - | - | |||||||||||||
(10)
|
Longview
Fund, LP
|
1,950,000 | 1,950,000 | - | - | |||||||||||||
(11)
|
Michael
Peter Lee
|
600,000 | 600,000 | - | - | |||||||||||||
(12)
|
Robert
E. Kraemer
|
600,000 | 600,000 | - | - | |||||||||||||
(13)
|
Somasundaram
Ilangovan
|
600,000 | 600,000 | - | - | |||||||||||||
(14)
|
Victor
M. Dandridge III
|
1,800,000 | 1,800,000 | - | - | |||||||||||||
(15)
|
George
Warburton
|
3,600,000 | 3,600,000 | - | - | |||||||||||||
(16)
|
Dr.
Marc Medway
|
600,000 | 600,000 | - | - | |||||||||||||
(17)
|
Michael
R. Ruffer
|
600,000 | 600,000 | - | - | |||||||||||||
16,263,334 | 16,263,334 |
(1)
|
600,000
common shares outstanding and 600,000 warrants exercisable within 60
days of May 19, 2009
|
|
(2)
|
300,000
common shares outstanding and 300,000 warrants exercisable within 60
days of May 19, 2009 The
address for Curio Holding, Inc. is 1630 York Avenue, New York, NY 10028,
of which the sole stockholder is Inge L. Kerster, with the same address,
who exercises voting and investment control with respect to shares of
common stock held by that selling stockholder.
|
|
(3)
|
150,000
common shares outstanding and 150,000 warrants exercisable within 60
days of May 19, 2009
|
|
(4)
|
750,000
common shares outstanding and 750,000 warrants exercisable within 60
days of May 19, 2009
|
|
(5)
|
300,000
common shares outstanding and 300,000 warrants exercisable within 60
days of May 19, 2009
|
|
(6)
|
226,667
common shares outstanding and 226,667 warrants exercisable within 60
days of May 19, 2009
|
|
(7)
|
300,000
common shares outstanding and 300,000 warrants exercisable within 60 days
of May 19, 2009
|
|
(8)
|
150,000
common shares outstanding and 150,000 warrants exercisable within 60 days
of May 19, 2009
|
|
(9)
|
180,000
common shares outstanding and 180,000 warrants exercisable within 60 days
of May 19, 2009
|
|
(10)
|
975,000
common shares outstanding and 975,000 warrants exercisable within 60 days
of May 19, 2009. The
address of Longview Fund, L.P. is c/o Viking Asset Management, 505 Sansome
Street, Suite 1275, San Francisco, CA 94111. Peter T. Benz exercises
voting and investment control with respect to the shares of common stock
held by this selling stockholder.
|
|
(11)
|
300,000
common shares outstanding and 300,000 warrants exercisable within 60 days
of May 19, 2009
|
|
(12)
|
300,000
common shares outstanding and 300,000 warrants exercisable within 60 days
of May 19, 2009
|
|
(13)
|
300,000
common shares outstanding and 300,000 warrants exercisable within 60 days
of May 19, 2009
|
|
(14)
|
900,000
common shares outstanding and 900,000 warrants exercisable within 60 days
of May 19, 2009
|
|
(15)
|
1,800,000
common shares outstanding and 1,800,000 warrants exercisable within 60
days of May 19, 2009
|
|
(16)
|
300,000
common shares outstanding and 300,000 warrants exercisable within 60 days
of May 19, 2009
|
|
(17)
|
300,000
common shares outstanding and 300,000 warrants exercisable within 60 days
of May 19, 2009
|
|
(18) | Except as otherwise noted, the address of the Selling Stockholder is the address of the Registrant. |
|
·
|
to purchasers
directly;
|
|
·
|
in ordinary brokerage
transactions and transactions in which the broker solicits
purchasers;
|
|
·
|
through underwriters or dealers
who may receive compensation in the form of underwriting discounts,
concessions or commissions from such stockholders or from the purchasers
of the securities for whom they may act as
agent;
|
|
·
|
by the pledge of the shares as
security for any loan or obligation, including pledges to brokers or
dealers who may effect distribution of the shares or interests in such
securities;
|
|
·
|
to purchasers by a broker or
dealer as principal and resale by such broker or dealer for its own
account pursuant to this
prospectus;
|
|
·
|
in a block trade in which the
broker or dealer so engaged will attempt to sell the securities as agent
but may position and resell a portion of the block as principal to
facilitate a transaction;
|
|
·
|
through an exchange distribution
in accordance with the rules of the exchange or in transactions in the
over-the-counter market;
|
|
·
|
pursuant to Rule 144;
or
|
|
·
|
in any other manner not
proscribed by law.
|
|
·
|
the transaction is approved by
the board of directors before the date the interested stockholder attained
that status;
|
|
·
|
upon consummation of the
transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction
commenced; or
|
|
·
|
on or after the date the business
combination is approved by the board of directors and authorized at a
meeting of stockholders by at least two-thirds of the outstanding voting
stock that is not owned by the interested
stockholder.
|
|
Section
203 defines “business combination” to include the
following:
|
|
·
|
any merger or consolidation
involving the corporation and the interested
stockholder;
|
|
·
|
any sale, transfer, pledge or
other disposition of 10% or more of the assets of the corporation
involving the interested
stockholder;
|
|
·
|
subject to certain exceptions,
any transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested
stockholder;
|
|
·
|
any transaction involving the
corporation that has the effect of increasing the proportionate share of
the stock of any class or series of the corporation beneficially owned by
the interested stockholder;
or
|
|
·
|
the receipt by the interested
stockholder of the benefit of any loans, advances, guarantees, pledges or
other financial benefits provided by or through the
corporation.
|
|
·
|
the right of the board of
directors to elect a director to fill a vacancy created by the resignation
of a director or the expansion of the board of
directors;
|
|
·
|
the requirement for advance
notice for nominations of candidates for election to the board of
directors or for proposing matters that can be acted upon at a
stockholders’ meeting;
|
|
·
|
the right of our board of
directors to alter our bylaws without stockholder
approval.
|
BALANCE
SHEETS
|
F-1
|
|
STATEMENTS
OF OPERATIONS
|
F-3
|
|
STATEMENTS
OF CASH FLOWS
|
F-4
|
|
STATEMENTS
OF STOCKHOLDERS’ EQUITY
|
F-6
|
|
FINANCIAL
STATEMENT FOOTNOTES
|
F-7
|
As
of
|
Year End
as
of
|
|||||||
3/29/2009
(unaudited)
|
9/28/2008
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
1,233,956
|
170,183
|
||||||
Accounts
Receivable
|
2,061,699
|
2,454,235
|
||||||
Net
Inventory
|
6,466,123
|
4,547,726
|
||||||
Prepaid
Expenses
|
235,896
|
307,507
|
||||||
Total
Current Assets
|
9,997,674
|
7,479,651
|
||||||
Property
and Equipment
|
||||||||
Property
Plant and Equipment
|
1,345,172
|
1,314,109
|
||||||
Accumulated
Depreciation
|
(1,055,039
|
)
|
(994,542
|
)
|
||||
Total
Property and Equipment
|
290,133
|
319,567
|
||||||
Other
Assets
|
||||||||
Security
Deposits
|
20,684
|
20,684
|
||||||
Intangibles,
net of accumulated amortization of 1,035,596 and 370,371
respectively.
|
3,001,193
|
1,100,140
|
||||||
Goodwill
|
7,110,415
|
10,047,065
|
||||||
Total
Other Assets
|
10,132,292
|
11,167,889
|
||||||
Total
Assets
|
20,420,099
|
18,967,107
|
Unaudited
|
||||||||
Quarter End as
of
|
Year End as of
|
|||||||
29-Mar-09
|
28-Sep-08
|
|||||||
LIABILITIES
AND STOCKHOLDERS EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable
|
2,066,815
|
1,821,534
|
||||||
Accrued
Expenses
|
963,990
|
798,974
|
||||||
Accrued
Warranties
|
284,305
|
227,000
|
||||||
Accrued
Contract Losses
|
806,643
|
821,885
|
||||||
Loans
Payable
|
373,974
|
|||||||
Income
Tax Payable
|
350,318
|
4,425
|
||||||
Total
Current Liabilities
|
4,472,071
|
4,047,792
|
||||||
Other
Liabilities
|
||||||||
Note
Payable
|
-
|
2,000,000
|
||||||
Accrued
Interest on Note
|
-
|
336,148
|
||||||
Due
to Parent
|
-
|
4,300,151
|
||||||
Total
Other Liabilities
|
-
|
6,636,299
|
||||||
Total
Liabilities
|
4,472,071
|
10,684,091
|
||||||
Stockholders'
Equity
|
||||||||
Optex
Systems Holdings, Inc. – Common Stock (par $0.001, 300,000,000
authorized, 141,464,940 shares issued and outstanding as of March 29,
2009)
|
141,465
|
|||||||
Optex
Systems Holdings, Inc. Preferred Stock (.001 par value, 5,000
authorized, 1027 Series A Preferred issued and
outstanding)
|
1
|
|||||||
Optex
Systems, Inc. – Texas Common Stock (no par 100,000 authorized, 18,870
shares issued and 10,000 shares outstanding)
|
164,834
|
|||||||
Optex
Systems, Inc. – Texas Treasury Stock (8,870 shares at
cost)
|
-
|
(1,217,400)
|
||||||
Additional
Paid-in-capital
|
22,071,962
|
15,246,282
|
||||||
Retained
Earnings (Deficit)
|
(6,265,400
|
)
|
(5,910,700
|
)
|
||||
Total
Stockholders' Equity
|
15,948,028
|
8,283,016
|
||||||
Total
Liabilities and Stockholders' Equity
|
20,420,099
|
18,967,107
|
Unaudited Three months ended
|
Unaudited Six months ended
|
|||||||||||||||
29-Mar-09
|
30-Mar-08
|
29-Mar-09
|
30-Mar-08
|
|||||||||||||
Revenues
|
6,708,286
|
5,628,115
|
13,972,368
|
10,044,019
|
||||||||||||
Total
Cost of Sales
|
6,151,915
|
5,026,005
|
12,456,965
|
8,865,499
|
||||||||||||
Gross
Margin
|
556,371
|
602,110
|
1,515,403
|
1,178,520
|
||||||||||||
General
and Administrative
|
||||||||||||||||
Salaries
and Wages
|
189,167
|
316,838
|
348,042
|
490,526
|
||||||||||||
Employee
Benefits
|
56,570
|
20,070
|
155,230
|
99,142
|
||||||||||||
Employee
Stock Bonus Plan
|
-
|
77,094
|
-
|
178,861
|
||||||||||||
Amortization
of Intangible
|
101,158
|
54,123
|
202,317
|
115,245
|
||||||||||||
Rent,
Utilities and Building Maintenance
|
57,102
|
32,891
|
112,435
|
91,041
|
||||||||||||
Legal
and Accounting Fees
|
92,493
|
30,233
|
168,713
|
97,528
|
||||||||||||
Consulting
and Contract Service Fees
|
55,255
|
80,106
|
134,577
|
200,545
|
||||||||||||
Travel
Expenses
|
11,704
|
34,291
|
25,023
|
87,962
|
||||||||||||
Corporate
Allocations
|
-
|
508,696
|
-
|
942,630
|
||||||||||||
Board
of Director Fees
|
37,500
|
-
|
50,000
|
-
|
||||||||||||
Other
Expenses
|
104,046
|
76,294
|
140,329
|
148,092
|
||||||||||||
Total
General and Administrative
|
704,995
|
1,230,636
|
1,336,666
|
2,451,572
|
||||||||||||
Earnings
(Loss) before Other Expenses and Taxes
|
(148,624
|
)
|
(628,526
|
)
|
178,737
|
(1,273,052
|
)
|
|||||||||
Other
Expenses
|
||||||||||||||||
Other
Income and Expense
|
(647
|
)
|
-
|
(1,083
|
)
|
(502
|
)
|
|||||||||
Interest
(Income) Expense - Net
|
91,904
|
49,863
|
184,202
|
99,503
|
||||||||||||
Total
Other
|
91,257
|
49,863
|
183,119
|
99,001
|
||||||||||||
Income
(Loss) Before Taxes
|
(239,881
|
)
|
(678,389
|
)
|
(4,382
|
)
|
(1,372,053
|
)
|
||||||||
Income
Taxes (Benefit)
|
86,664
|
-
|
350,318
|
-
|
||||||||||||
Net
Income (Loss) After Taxes
|
(326,545
|
)
|
(678,389
|
)
|
(354,700
|
)
|
(1,372,053
|
)
|
||||||||
Basic
and diluted loss per share (1)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
||||
Weighted
Average Common Shares Outstanding (1)
|
141,464,940
|
141,464,940
|
141,464,940
|
141,464,940
|
1.
|
The three months and six months
ended March 30, 2008 are shown depicting effects of recapitalization of
the entity and the Reorganization, as of March 30,
2009.
|
Six months
ended
|
Six months
ended
|
|||||||
29-Mar-09
|
30-Mar-08
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
Loss
|
(354,700
|
)
|
(1,372,053
|
)
|
||||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
1,096,094
|
429,791
|
||||||
Provision
for (use of) allowance for inventory valuation
|
123,136
|
|||||||
Noncash
interest expense
|
169,280
|
99,503
|
||||||
(Increase)
decrease in accounts receivable
|
392,536
|
(514,772
|
)
|
|||||
(Increase)
decrease in inventory (net of progress billed)
|
(2,041,533
|
)
|
1,444,598
|
|||||
(Increase)
decrease in other current assets
|
259,111
|
(33,221
|
)
|
|||||
Increase
(decrease) in accounts payable and accrued expenses
|
409,839
|
(163,053
|
)
|
|||||
Increase
(decrease) in accrued warranty costs
|
57,305
|
|||||||
Increase
(decrease) in due to parent
|
1,428
|
812,435
|
||||||
Increase
(decrease) in accrued estimated loss on contracts
|
(15,242
|
)
|
(374,770
|
)
|
||||
Increase
(decrease) in income taxes payable
|
350,318
|
|||||||
Total
adjustments
|
802,272
|
1,700,511
|
||||||
Net
cash (used)/provided by operating activities
|
447,572
|
328,458
|
||||||
Cash
flows from investing activities:
|
||||||||
Purchased
of property and equipment
|
(31,063
|
)
|
(97,136
|
)
|
||||
Net
cash used in investing activities
|
(31,063
|
)
|
(97,136
|
)
|
||||
Cash
flows from financing activities:
|
||||||||
Private
Placement net of stock issuance cost
|
874,529
|
|||||||
Repayment
of Loans Payable
|
(227,265
|
)
|
||||||
Net
cash used in financing activities
|
647,264
|
-
|
||||||
Net
increase (decrease) in cash and cash equivalents
|
1,063,773
|
231,322
|
||||||
Cash
and cash equivalents at beginning of period
|
170,183
|
504,753
|
||||||
Cash
and cash equivalents at end of period
|
1,233,956
|
736,075
|
Six months ended
|
Six months
ended
|
|||||
29-Mar-09
|
30-Mar-08
|
|||||
Noncash
investing and financing activities:
|
||||||
Optex
Delaware purchase of Optex Systems from Irvine Sensors
|
||||||
Liabilities
not assumed
|
||||||
Loan
Payable
|
2,000,000
|
|||||
Accrued
Interest on Loan Payable
|
345,648
|
|||||
Income
Taxes Payable attributable to Irvine
|
4,425
|
|||||
Due
to Parent (Irvine Sensors)
|
4,301,579
|
|||||
Total
liabilities not assumed
|
6,651,652
|
|||||
Debt
Incurred for Purchase (converted to Series A preferred
stock)
|
(6,000,000
|
)
|
||||
Additional
Purchased Intangible Assets
|
2,936,650
|
|||||
Decrease
to Goodwill
|
(2,936,650
|
)
|
||||
Recapitalization
of Stockholders' Equity in Connection with sale to Optex Systems Inc. -
Delaware
|
(1,102,566
|
)
|
||||
Effect
on additional paid in capital
|
(450,914
|
)
|
||||
Conversion
of Debt to Series A Preferred Stock
|
||||||
Additional
Paid in Capital ($6,000,000 Debt Retirement plus accrued interest of
$159,781)
|
6,159,781
|
|||||
Issuance
of Common shares in exchange for Investor Relations
Services
|
||||||
Additional
Paid in Capital (1,250,000 shares issued at .001 par)
|
187,500
|
|||||
Supplemental
cash flow information:
|
||||||
Cash
paid for interest
|
3,817
|
|||||
Cash
paid for taxes
|
-
|
Treasury
|
|||||||||||||||||||||||||||||
Common
|
Series A
|
Stock
|
Additional
|
Total
|
|||||||||||||||||||||||||
Shares
|
Preferred
|
Common
|
Preferred
|
(Optex-
|
Paid in
|
Retained
|
Stockholders
|
||||||||||||||||||||||
Outstanding
|
Shares
|
Stock
|
Series A
Stock
|
Texas)
|
Capital
|
Earnings
|
Equity
|
||||||||||||||||||||||
Balance
at September 28, 2008
|
10,000
|
164,834
|
(1,217,400
|
)
|
15,246,282
|
(5,910,700
|
)
|
8,283,016
|
|||||||||||||||||||||
Optex
Delaware Acquisition
|
(10,000
|
)
|
(164,834
|
)
|
1,217,400
|
(450,914
|
)
|
601,652
|
|||||||||||||||||||||
Issuance
of 50,000,000 Optex Delaware shares
|
50,000,000
|
50,000
|
50,000
|
||||||||||||||||||||||||||
Conversion
of 6,000,000 Debt and Interest to Series A preferred
shares
|
1,027
|
1
|
6,159,780
|
6,159,781
|
|||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Stock
split of 1.7:1 of common shares outstanding as of March 26,
2009
|
35,000,000
|
35,000
|
|
(35,000
|
)
|
-
|
|||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Sustut
Exploration Reorganization
|
|
||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Reorganization
of Optex Delaware Shares Outstanding
|
(85,000,000
|
)
|
(85,000
|
)
|
|
85,000
|
-
|
||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Reorganization
Share Exchange (113,333,282 Sustut shares for 85,000,000 Optex System Inc.
shares
|
113,333,282
|
113,333
|
|
(113,333
|
)
|
-
|
|||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Sustut
Explorations Shares as of Reorganization
|
19,999,991
|
20,000
|
|
167,500
|
187,500
|
||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Private
Placement Sale of Stock
|
8,131,667
|
8,132
|
|
1,012,647
|
1,020,779
|
||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Net
Earnings (Loss) from continuing operations
|
|
(354,700
|
)
|
(354,700
|
)
|
||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Balance
at March 29, 2009
|
141,464,940
|
1,027
|
141,465
|
1
|
0
|
22,071,962
|
(6,265,400
|
)
|
15,948,028
|
As of
3/29/2009
|
As of
9/28/2008
|
|||||||
Raw
Materials
|
$
|
5,842,090
|
$
|
4,199,657
|
||||
Work
in Process
|
4,191,291
|
5,575,520
|
||||||
Finished
Goods
|
596,301
|
28,014
|
||||||
Gross
Inventory
|
$
|
10,629,862
|
$
|
9,803,191
|
||||
Less:
|
||||||||
Unliquidated
Progress Payments
|
(3,366,694
|
)
|
(4,581,736
|
)
|
||||
Inventory
Reserves
|
(796,865
|
)
|
(673,729
|
)
|
||||
Net
Inventory
|
$
|
6,466,123
|
$
|
4,547,726
|
Assets:
|
||||
Current
assets, consisting primarily of inventory of $5,383,929 and accounts
receivable of $1,404,434
|
$
|
7,330,910
|
||
Identifiable
intangible assets
|
4,036,789
|
|||
Purchased
Goodwill
|
7,110,416
|
|||
Other
non-current assets, principally property and equipment
|
343,898
|
|||
Total
assets
|
18,822,013
|
|||
Liabilities:
|
||||
Current
liabilities, consisting of accounts payable of $1,953,833 and accrued
liabilities of $1,868,180
|
$
|
3,822,013
|
||
Acquired
net assets
|
$
|
15,000,000
|
Total
|
||||
Contracted
Backlog - Existing Orders
|
$
|
2,763,567
|
||
Program
Backlog - Forecasted IDIQ awards
|
$
|
1,273,222
|
||
Total
Intangible Asset to be amortized
|
$
|
4,036,789
|
2009
|
2010
|
2011
|
2012
|
2013
|
||||||||||||||||||
Contracted
Backlog amortized by delivery schedule
|
COS
|
$
|
1,666,559
|
$
|
718,290
|
$
|
126,158
|
$
|
19,614
|
$
|
4,761
|
|||||||||||
Contracted
Backlog amortized by delivery schedule
|
G&A
|
$
|
149,990
|
$
|
64,646
|
$
|
11,354
|
$
|
1,765
|
$
|
429
|
|||||||||||
Program
Backlog amortized straight line across 5 years
|
G&A
|
$
|
254,645
|
$
|
254,645
|
$
|
254,645
|
$
|
254,645
|
$
|
254,645
|
|||||||||||
Total
Amortization by Year
|
$
|
2,071,194
|
$
|
1,037,580
|
$
|
392,157
|
$
|
276,024
|
$
|
259,834
|
Assets:
|
||||||||
Current
assets, consisting primarily of inventory of $5,327,438 and accounts
receivable of $2,897,583
|
$
|
8,687,102
|
||||||
Identifiable
intangible assets
|
3,173,793
|
|||||||
Purchased
Goodwill
|
7,110,415
|
|||||||
Other
non-current assets, principally property and equipment
|
316,923
|
|||||||
Total
assets
|
$
|
19,288,233
|
||||||
Liabilities:
|
||||||||
Current
liabilities, consisting primarily of accounts payable of $2,068,653 and
accrued liabilities of $2,039,663
|
$
|
5,275,886
|
||||||
Acquired
net assets
|
$
|
14,012,347
|
||||||
Purchase
price
|
||||||||
Total
consideration to seller (Sileas 90% interests)
|
$
|
13,524,405
|
||||||
Fair
Value minority interest under FAS 141R
|
1,500,000
|
|||||||
$
|
15,024,405
|
|||||||
Excess
purchase price reported as goodwill
|
$
|
1,012,058
|
Existing
Sustut (Registrant) Shareholders
|
18,749,991
|
|||
Shares
issued for Investor Relations Services
|
1,250,000
|
|||
Optex
Systems Inc shares exchanged
|
113,333,282
|
|||
Private
Placement shares issued
|
8,131,667
|
|||
Total
Shares after Reorganization
|
141,464,940
|
Unaudited Quarter
|
Reorganization
|
Private
Placement
|
Unaudited Quarter
|
|||||||||
ended 3/29/2009
|
Adjustments (1)
|
Adjustments
|
Ended 3/29/2009
|
|||||||||
Assets
|
||||||||||||
Current
Assets
|
8,880,436
|
187,500
|
929,738
|
9,997,674
|
||||||||
Non
current Assets
|
10,422,425
|
-
|
-
|
10,422,425
|
||||||||
Total
Assets
|
19,302,861
|
187,500
|
929,738
|
20,420,099
|
||||||||
Liabilities
|
||||||||||||
Loans
Payable
|
146,709
|
(146,250
|
)
|
459
|
||||||||
Other
Current Liabilities
|
4,416,403
|
-
|
55,209
|
4,471,612
|
||||||||
Total
Liabilities
|
4,563,112
|
-
|
(91,041
|
)
|
4,472,071
|
|||||||
Equity
|
||||||||||||
Optex
Systems Holdings, Inc. – (par $0.001, 300,000,000 authorized, 141,464,940
shares issued and outstanding as of March 29, 2009)
|
113,333
|
20,000
|
8,132
|
141,465
|
||||||||
Optex
Systems Holdings, Inc. Preferred Stock (.001 par 5,000
authorized, 1027 series A preferred issued and
outstanding)
|
1
|
1
|
||||||||||
Additional
Paid in Capital
|
20,891,815
|
167,500
|
1,012,647
|
22,071,962
|
||||||||
Retained
Earnings
|
(6,265,400
|
)
|
(6,265,400
|
)
|
||||||||
Total
Stockholders Equity
|
14,739,749
|
187,500
|
1,020,779
|
15,948,028
|
||||||||
Total
Liabilities and Stockholders Equity
|
19,302,861
|
187,500
|
929,738
|
20,420,099
|
(1)
|
Sustut Exploration, Inc. Balance
Sheet as of the March 30, 2009 Reorganization. Other assets
include $187,500 in prepaid expenses for Investor Relation Services to be
realized over the next 12 months. The services were prepaid by
the issue of 1,250,000 Sustut shares issued by Sustut prior to March 30,
2009. The prepaid expense covers April 2009 through April
2010 and will be reflected on the consolidated Statement of Operations for
Optex Systems Holdings, Inc. as
expensed.
|
Unaudited
|
Unaudited
|
|||||||||||||||
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
29-Mar-09
|
30-Mar-08
|
29-Mar-09
|
30-Mar-08
|
|||||||||||||
Revenues
|
6,708,286
|
5,628,115
|
13,972,368
|
10,044,019
|
||||||||||||
Net
Loss
|
(326,545
|
)
|
(310,161
|
)
|
(345,200
|
)
|
(816,286
|
)
|
||||||||
Diluted
earnings per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
||||
Weighted
Average Shares Outstanding
|
141,464,940
|
141,464,940
|
141,464,940
|
141,464,940
|
Operating
|
||||
Leases
|
||||
Fiscal
Years ending September
|
||||
2009
|
$
|
182,130
|
||
2010
|
79,867
|
|||
2011
|
16,753
|
|||
2012
|
-
|
|||
2013
|
-
|
|||
Thereafter
|
-
|
|||
Total
minimum lease payments
|
$
|
278,750
|
Sileas
Corporation
|
76,638,295
|
|||
Arland
Holding, LTD
|
8,361,705
|
|||
Total
Outstanding
|
85,000,000
|
Three months
|
Three months
|
Six months
|
Six months
|
|||||||||||||
ended
|
ended
|
ended
|
ended
|
|||||||||||||
March 29,
|
March 30,
|
March 29,
|
March 30,
|
|||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net
loss
|
$
|
(326,545
|
)
|
$
|
(678,389
|
)
|
$
|
(354,700
|
)
|
$
|
(1,372,053
|
)
|
||||
Denominator:
|
||||||||||||||||
Weighted
average shares
|
141,464,940 | 141,464,940 | 141,464,940 | 141,464,940 | ||||||||||||
Basic
and diluted net loss per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
Report
of Independent Registered Public Accounting Firm
|
F-20
|
|
Notes
to Financial Statements
|
F-26
|
|
Balance
Sheets as of September 28, 2008 and September 30, 2007
|
F-21
|
|
Statements
of Operations for years ended September 28, 2008 and September 30,
2007
|
F-23
|
|
Statements
of Stockholders’ Equity (Deficit) for the years ended September 28, 2008
and September 30, 2007
|
F-25
|
|
Statements
of Cash Flows for the years ended September 28, 2008 and September 30,
2007
|
F-24
|
09/28/08
|
09/30/07
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
170,183
|
504,753
|
||||||
Accounts
Receivable
|
2,454,235
|
2,043,634
|
||||||
Net
Inventory
|
4,547,726
|
6,112,565
|
||||||
Prepaid
Expenses
|
307,507
|
17,072
|
||||||
Total
Current Assets
|
7,479,651
|
8,678,024
|
||||||
Property
and Equipment
|
||||||||
Property
Plant and Equipment
|
1,314,109
|
1,196,543
|
||||||
Accumulated
Depreciation
|
(994,542
|
)
|
(830,108
|
)
|
||||
Total
Property and Equipment
|
319,567
|
366,435
|
||||||
Other
Assets
|
||||||||
Security
Deposits
|
20,684
|
20,684
|
||||||
Intangibles
|
1,100,140
|
1,696,507
|
||||||
Goodwill
|
10,047,065
|
11,633,481
|
||||||
Total
Other Assets
|
11,167,889
|
13,350,672
|
||||||
Total
Assets
|
18,967,107
|
22,395,131
|
09/28/08
|
09/30/07
|
|||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable
|
1,821,534
|
3,381,508
|
||||||
Accrued
Expenses
|
798,974
|
371,320
|
||||||
Accrued
Warranties
|
227,000
|
-
|
||||||
Accrued
Contract Losses
|
821,885
|
1,377,348
|
||||||
Loans
Payable
|
373,974
|
-
|
||||||
Income
Tax Payable
|
4,425
|
25,969
|
||||||
Total
Current Liabilities
|
4,047,792
|
5,156,145
|
||||||
Other
Liabilities
|
||||||||
Note
Payable
|
2,000,000
|
2,000,000
|
||||||
Accrued
Interest on Note
|
336,148
|
136,148
|
||||||
Due
to IRSN (Parent)
|
4,300,151
|
1,987,870
|
||||||
Total
Other Liabilities
|
6,636,299
|
4,124,018
|
||||||
Total
Liabilities
|
10,684,091
|
9,280,163
|
||||||
Stockholders'
Equity
|
||||||||
Common
Stock (no par 100,000 authorized, 18,870 shares issued and 10,000 shares
outstanding)
|
164,834
|
164,834
|
||||||
Treasury
Stock (8,870 shares at cost)
|
(1,217,400
|
)
|
(1,217,400
|
)
|
||||
Additional
Paid-in-capital
|
15,246,282
|
15,246,282
|
||||||
Retained
Earnings (Deficit)
|
(5,910,700
|
)
|
(1,078,748
|
)
|
||||
Total
Stockholders' Equity
|
8,283,016
|
13,114,968
|
||||||
Total
Liabilities and Stockholders' Equity
|
18,967,107
|
22,395,131
|
Year Ended
September 28,
2008
|
Year Ended
September 30,
2007
|
|||||||
Revenues
|
20,017,209
|
15,406,186
|
||||||
Cost
of Goods Sold
|
18,145,211
|
17,361,378
|
||||||
Gross
Margin
|
1,871,998
|
(1,955,192
|
)
|
|||||
General
and Administrative
|
||||||||
Salaries
and Wages
|
910,854
|
876,366
|
||||||
Employee
Benefits
|
190,489
|
222,433
|
||||||
Employee
Stock Bonus Plan
|
378,716
|
388,756
|
||||||
Amortization
of Intangibles
|
223,491
|
223,835
|
||||||
Rent,
Utilities and Building Maintenance
|
228,694
|
210,936
|
||||||
Legal
and Accounting Fees
|
223,715
|
374,845
|
||||||
Consulting
and Contract Service Fees
|
325,723
|
212,925
|
||||||
Corporate
Allocations
|
2,076,184
|
2,010,027
|
||||||
Other
Expenses
|
381,459
|
361,932
|
||||||
Total
General and Administrative
|
4,939,325
|
4,882,055
|
||||||
Loss
before Other Expenses and Taxes
|
(3,067,327
|
)
|
(6,837,247
|
)
|
||||
Other
Expenses
|
||||||||
Asset
Impairment of Goodwill
|
1,586,416
|
-
|
||||||
Interest
Expense - Net
|
199,753
|
136,148
|
||||||
Total
Other
|
1,786,169
|
136,148
|
||||||
Loss
Before Taxes
|
(4,853,496
|
)
|
(6,973,395
|
)
|
||||
Income
Taxes (Benefit)
|
(21,544
|
)
|
(162,541
|
)
|
||||
Net
Loss After Taxes
|
(4,831,952
|
)
|
(6,810,854
|
)
|
||||
Basic
and diluted loss per share
|
$
|
(483.20
|
)
|
$
|
(681.09
|
)
|
||
Weighted
Average Common Shares Outstanding
|
10,000
|
10,000
|
Year Ended
September
28, 2008
|
Year Ended
September
30, 2007
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
Loss
|
(4,831,952
|
)
|
(6,810,854
|
)
|
||||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
760,801
|
1,068,938
|
||||||
Provision
for (use of) allowance for inventory valuation
|
(102,579
|
)
|
701,308
|
|||||
Noncash
interest expense
|
200,000
|
136,148
|
||||||
(Gain)
loss on disposal and impairment of assets
|
1,586,416
|
-
|
||||||
(Increase)
decrease in accounts receivable
|
(410,602
|
)
|
688,023
|
|||||
(Increase)
decrease in inventory (net of progress billed)
|
1,667,418
|
(1,124,352
|
)
|
|||||
(Increase)
decrease in other current assets
|
(290,435
|
)
|
(757
|
)
|
||||
(Increase)
decrease in other assets
|
-
|
(530
|
)
|
|||||
Increase
(decrease) in accounts payable and accrued expenses
|
(1,132,319
|
)
|
61,917
|
|||||
Increase
(decrease) in accrued warranty costs
|
227,000
|
-
|
||||||
Increase
(decrease) in due to parent
|
2,312,280
|
2,385,105
|
||||||
Increase
(decrease) in accrued estimated loss on contracts
|
(555,462
|
)
|
1,377,348
|
|||||
Increase
(decrease) in income taxes payable
|
(21,544
|
)
|
30,558
|
|||||
Total
adjustments
|
4,240,974
|
5,323,706
|
||||||
Net
cash (used)/provided by operating activities
|
(590,978
|
)
|
(1,487,149
|
)
|
||||
Cash
flows from investing activities:
|
||||||||
Purchase
of property and equipment
|
(117,566
|
)
|
(61,465
|
)
|
||||
Net
cash used in investing activities
|
(117,566
|
)
|
(61,465
|
)
|
||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from Notes Payable
|
373,974
|
2,000,000
|
||||||
Net
cash provided by financing activities
|
373,974
|
2,000,000
|
||||||
Net
increase (decrease) in cash and cash equivalents
|
(334,570
|
)
|
451,385
|
|||||
Cash
and cash equivalents at beginning of period
|
504,753
|
53,367
|
||||||
Cash
and cash equivalents at end of period
|
170,183
|
504,753
|
||||||
Noncash
investing and financing activities:
|
||||||||
Irvine
Sensors purchase of remaining 30% interest in Optex Texas pushed
down
to subsidiary’s equity
|
||||||||
Intangible
Assets
|
-
|
954,000
|
||||||
Goodwill
|
-
|
3,223,633
|
||||||
Other
|
-
|
(10,093
|
)
|
|||||
Additional
Paid in Capital
|
-
|
4,167,540
|
||||||
Supplemental
cash flow information:
|
||||||||
Cash
paid for interest
|
-
|
-
|
||||||
Cash
paid for taxes
|
-
|
6,681
|
Number of
Outstanding
Shares
|
Common
Stock
|
Treasury
Stock
|
Additional
Paid in
Capital
|
Retained
Earnings
|
Total
Stockholders
Equity
|
|||||||||||||||||||
Balance
at September 30, 2006
|
10,000
|
164,834
|
(1,217,400
|
)
|
11,078,742
|
5,732,106
|
15,758,282
|
|||||||||||||||||
Net
Earnings (Loss) from continuing operations
|
(6,810,854
|
)
|
(6,810,854
|
)
|
||||||||||||||||||||
30%
acquisition of Optex by Irvine Sensors pushed down to subsidiary’s
equity
|
4,167,540
|
4,167,540
|
||||||||||||||||||||||
Balance
at September 30, 2007
|
10,000
|
164,834
|
(1,217,400
|
)
|
15,246,282
|
(1,078,748
|
)
|
13,114,968
|
||||||||||||||||
Net
Earnings (Loss) from continuing operations
|
(4,831,952
|
)
|
(4,831,952
|
)
|
||||||||||||||||||||
Balance
at September 28, 2008
|
10,000
|
164,834
|
(1,217,400
|
)
|
15,246,282
|
(5,910,700
|
)
|
8,283,016
|
As of
9/28/2008
|
As of
9/30/2007
|
|||||||
Raw
Materials
|
$
|
4,199,657
|
$
|
6,812,810
|
||||
Work
in Process
|
5,575,520
|
6,423,902
|
||||||
Finished
Goods
|
28,014
|
157,389
|
||||||
Gross
Inventory
|
$
|
9,803,191
|
$
|
13,394,101
|
||||
Less:
|
||||||||
Unliquidated
Progress Payments
|
(4,581,736
|
)
|
(6,505,228
|
)
|
||||
Inventory
Reserves
|
(673,729
|
)
|
(776,308
|
)
|
||||
Net
Inventory
|
$
|
4,547,726
|
$
|
6,112,565
|
Estimated Useful Life
|
Year Ended
09/28/08
|
Year Ended
09/30/07
|
|||||||||
Property
and Equipment
|
|||||||||||
Office
Furniture/Equipment
|
3-5yrs
|
$
|
145,071
|
$
|
127,502
|
||||||
Machinery
and Equipment
|
5
yrs
|
1,026,250
|
926,253
|
||||||||
Leasehold
Improvements
|
7
yrs
|
142,788
|
142,788
|
||||||||
Less:
Accumulated Depreciation
|
(994,542
|
)
|
(830,108
|
)
|
|||||||
Net
Property & Equipment
|
$
|
(319,567
|
)
|
$
|
(366,435
|
)
|
|||||
Depreciation
Expense
|
$
|
164,434
|
$
|
129,069
|
Year End
as of
09/28/08
|
Year End
as of
09/30/07
|
|||||||
Customer
Advance Payments
|
$
|
-
|
$
|
62,784
|
||||
Deferred
Rent Expense
|
84,435
|
119,073
|
||||||
Accrued
Vacation
|
94,311
|
69,803
|
||||||
Property
Taxes
|
17,557
|
13,031
|
||||||
Contract
Settlement
|
351,217
|
-
|
||||||
Operating
Expenses
|
128,717
|
-
|
||||||
Payroll
& Payroll Related
|
122,737
|
106,629
|
||||||
Total
Accrued Expenses
|
$
|
798,974
|
$
|
371,320
|
Operating
|
||||
Leases
|
||||
Years
ended December 31,
|
||||
2009
|
$
|
364,260
|
||
2010
|
79,867
|
|||
2011
|
16,753
|
|||
2012
|
-
|
|||
2013
|
-
|
|||
Thereafter
|
-
|
|||
Total
minimum lease payments
|
$
|
460,880
|
Assets:
|
||||||||
Current
assets, consisting primarily of inventory of $5,734,500 and accounts
receivable of $2,191,800
|
$
|
8,070,300
|
||||||
Identifiable
intangible assets
|
3,180,000
|
|||||||
Other
non-current assets, principally property and equipment
|
455,100
|
|||||||
Total
assets
|
11,705,400
|
|||||||
Liabilities:
|
||||||||
Current
liabilities, consisting of accounts payable of $1,638,600, tax liabilities
of $112,800 and accrued liabilities of $682,100
|
2,433,481
|
|||||||
Acquired
net assets
|
9,271,919
|
|||||||
Purchase
price
|
||||||||
Total
consideration to seller
|
$
|
19,865,400
|
||||||
Direct
acquisition costs
|
1,040,000
|
|||||||
20,905,400
|
||||||||
Excess
purchase price reported as goodwill
|
$
|
11,633,481
|
Useful Life in
Years
|
Acquired
Fair Value
|
|||||||
Non-competition
agreement
|
2
|
$
|
80,000
|
|||||
Contractual
backlog
|
2
|
$
|
1,570,000
|
|||||
Program
backlog
|
8
|
$
|
1,530,000
|
Year
|
Annual
Amortization
|
|||
2009
|
|
266,365
|
||
2010
|
204,490
|
|||
2011
|
204,490
|
|||
2012
|
204,490
|
|||
2013
|
186,837
|
|||
2014
|
33,468
|
|||
Total
|
$
|
1,100,140
|
2008
|
2007
|
|||||||
Numerator:
|
||||||||
Net
loss
|
$
|
(4,831,952
|
)
|
$
|
(6,810,854
|
)
|
||
Denominator:
|
||||||||
Weighted
average shares
|
10,000
|
10,000
|
||||||
Basic
and diluted net loss per share
|
$
|
(483.20
|
)
|
$
|
(681.09
|
)
|
Assets:
|
||||
Current
assets, consisting primarily of inventory of $5,383,929 and accounts
receivable of $1,404,434
|
$
|
7,330,910
|
||
Identifiable
intangible assets
|
4,036,789
|
|||
Purchased
Goodwill
|
7,110,416
|
|||
Other
non-current assets, principally property and equipment
|
343,898
|
|||
Total
assets
|
18,822,013
|
|||
Liabilities:
|
||||
Current
liabilities, consisting of accounts payable of $1,953,833 and accrued
liabilities of $1,868,180
|
$
|
3,822,013
|
||
Acquired
net assets
|
$
|
15,000,000
|
Total
|
||||
Contracted
Backlog - Existing Orders
|
$
|
2,763,567
|
||
Program
Backlog - Forecasted IDIQ awards
|
$
|
1,273,222
|
||
Total
Intangible Asset to be amortized
|
$
|
4,036,789
|
Assets:
|
||||||||
Current
assets, consisting primarily of inventory of $5,327,438 and accounts
receivable of $2,897,583
|
$
|
8,687,102
|
||||||
Identifiable
intangible assets
|
3,173,793
|
|||||||
Purchased
Goodwill
|
7,110,415
|
|||||||
Other
non-current assets, principally property and equipment
|
316,923
|
|||||||
Total
assets
|
$
|
19,288,233
|
||||||
Liabilities:
|
||||||||
Current
liabilities, consisting primarily of accounts payable of $2,068,653 and
accrued liabilities of $2,039,663
|
$
|
5,275,886
|
||||||
Acquired
net assets
|
$
|
14,012,347
|
||||||
Purchase
price
|
||||||||
Total
consideration to seller (Sileas 90% interests)
|
$
|
13,524,405
|
||||||
Fair
Value minority interest under FAS 141R
|
1,500,000
|
|||||||
$
|
15,024,405
|
|||||||
Excess
purchase price reported as goodwill
|
$
|
1,012,058
|
2008
|
2007
|
|||||||
Revenues
|
20,017,209
|
15,406,186
|
||||||
Net
Loss
|
(4,021,601
|
)
|
(5,776,875
|
)
|
||||
Diluted
earnings per share
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
||
Weighted
Average Shares Outstanding
|
141,464,940
|
141,464,940
|
Securities
and Exchange Commission registration fee
|
$
|
1447
|
||
Printing
and engraving expenses
|
$
|
1,000.00
|
||
Legal
fees and expenses
|
$
|
-
|
|
|
Accountant
fees and expenses
|
$
|
2500
|
|
|
Total
|
$
|
3947
|
Exhibit
No.
|
Description
|
|
2.1
|
Agreement
and Plan of Reorganization (the “Agreement”), dated as of the March 30,
2009, by and between Registrant, a Delaware corporation and Optex Systems,
Inc., a Delaware corporation (1).
|
|
3.2
|
Bylaws
of Optex Systems Holdings Corp. (1).
|
|
5.1
|
Opinion
as to Legality of the Shares
|
|
10.1
|
2009
Stock Option Plan (1).
|
|
10.2
|
Employment
Agreement with Danny Schoenig (1).
|
|
10.3
|
Lease
for 1420 Presidential Blvd., Richardson, TX (1).
|
|
10.4
|
Form
of Warrant
|
|
10.5
|
Specimen
Stock Certificate
|
|
14.1
|
Code
of Ethics
|
|
21.1
|
List
of Subsidiaries – Optex Systems, Inc. (1).
|
|
23.1
|
Consent
of Rotenberg, LLP
|
|
99.1
|
Optex
Systems, Inc.’s audited financial statements as of September 28, 2008.
(1).
|
|
99.2
|
Optex
Systems, Inc.’s quarterly financial statements as of December 30, 2008
(1)..
|
|
99.3
|
Pro
forma condensed combined financial statements of the Registrant and Optex
as of December 30, 2008.(1).
|
(1)
|
Incorporated by reference from
our Current Report on Form 8-K dated April 4,
2009.
|
1.
|
To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
|
i.
|
To include any prospectus
required by section 10(a)(3) of the Securities
Act;
|
ii.
|
To reflect in the prospectus any
facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
|
iii.
|
To include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration
statement.
|
2.
|
That, for the purpose of
determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
|
3.
|
To remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the
offering.
|
4.
|
That, for the purpose of
determining liability under the Securities Act to any
purchaser:
|
i.
|
If the registrant is relying on
Rule 430B (Section 430B of this
chapter):
|
A.
|
Each prospectus filed by the
registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement;
and
|
B.
|
Each prospectus required to be
filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior
to such effective date; or
|
ii.
|
If the registrant is subject to
Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.
|
5.
|
That, for the purpose of
determining liability of the registrant under the Securities Act to any
purchaser in the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of
the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities
to such purchaser:
|
i.
|
Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule
424;
|
ii.
|
Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned
registrant;
|
iii.
|
The portion of any other free
writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by
or on behalf of the undersigned registrant;
and
|
iv.
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
OPTEX
SYSTEMS HOLDINGS, INC.
|
|
By:
|
/s/
Stanley A. Hirschman
|
Stanley
A. Hirschman, Principal Executive Officer and Director
|
|
Date:
May 19, 2009
|
|
By:
|
/s/
Karen Hawkins
|
Karen
Hawkins, Principal Financial Officer
|
|
Date:
May 19,
2009
|
Signature
|
Title
|
Date
|
||
/s/ Ronald F. Richards
|
||||
Ronald
F. Richards
|
Director
|
May
19, 2009
|
||
/s/ Merrick Okamoto
|
||||
Merrick
Okamoto
|
Director
|
May
19, 2009
|