-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qew29zGqFh7tzuaHF9HiC5wyCbNjFS5uQkCC0bobZuFKsF8k+OiNQwSA+Nl1F+t9 AMQMY3lq0ou/Q/nrUYAkkw== 0001011835-98-000002.txt : 19980514 0001011835-98-000002.hdr.sgml : 19980514 ACCESSION NUMBER: 0001011835-98-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION ACQUISITION CORP II CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20837 FILM NUMBER: 98618526 BUSINESS ADDRESS: STREET 1: 1430 BROADWAY STREET 2: 13TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123911392 MAIL ADDRESS: STREET 1: 1430 BROADWAY 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDING 3-31-98 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended: March 31, 1998 _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-20837 Orion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 13-3863260 (State of Incorporation) (IRS Employer Identification No.) 1430 Broadway, 13th Floor New York, New York 10018 10018 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (212) 391-1392 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 ___ As of May 1, 1998, 890,000 shares of Common Stock were issued and outstanding. - -------------------------------------------------------------------------------- 1 PART 1. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF OPERATIONS (Unaudited) October 19, 1995 Three Months (inception) Ended through March 31, March 31, 1998 1997 1998 ---- ---- ---- Interest income ......................... $ 110,142 $116,289 $ 807,698 General and administrative expense ...... (112,384) (87,387) (528,930) Stock based compensation expense ........ -- -- (100,000) Interest expense ........................ -- -- (57,694) --------- --------- --------- (Loss) income before income taxes ....... (2,242) 28,902 121,074 Provision for income taxes .............. (7,355) (11,347) (83,754) --------- --------- --------- Net (loss) income ....................... $ (9,597) $ 17,555 $ 37,320 ========= ========= ========= Earnings per share: Basic $ (0.01) $ 0.02 ========== ========= Diluted $ (0.01) $ 0.02 ========== ========= Weighted average common shares outstanding: Basic 890,000 890,000 ========= ========= Diluted 890,000 890,000 ========= ========= See notes to accompanying unaudited financial statements 2 ORION ACQUISITION CORP. II (a corporation in the development stage) BALANCE SHEETS (Unaudited) March 31, December 31, 1998 1997 ---- ---- ASSETS Cash ............................................. $ 231,895 $ 312,010 Restricted cash .................................. 31,685 453,209 US Treasury bills - restricted ................... 8,639,852 7,999,895 Accrued investment interest receivable ........... 95,737 208,100 Deferred acquisition costs -- 8,072 ----------- ----------- Total Assets ..................................... $ 8,999,169 $ 8,981,286 =========== =========== IABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses ................................. $ 120,444 $ 92,964 Common stock, subject to possible conversion of 160,000 shares at redemption value ............. 1,753,455 1,732,240 Commitment - - Stockholders' equity: Convertible preferred stock, $.01 par value, 1,000,000 shares authorized: ................. 1 1 110 shares issued and outstanding Common stock, $.01 par value 10,000,000 Shares authorized; 890,000 shares issued and Outstanding (which includes shares subject to 8,900 8,900 possible redemption) Additional paid-in capital ..................... 7,232,504 7,232,504 Earnings accumulated during development stage .. (116,135) (85,323) ----------- ----------- Total stockholders' equity ................... 7,125,270 7,156,082 ----------- ----------- Total liabilities and stockholders' equity ..... $ 8,999,169 $ 8,981,286 =========== =========== See notes to accompanying unaudited financial statements. 3 ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF CASH FLOWS (Unaudited) October 19, 1995 (inception) Three Months Ended through March 31, March 31, 1998 1997 1998 ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income ............... $ (9,597) $ 17,555 $ 37,320 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Note discount amortization ...... -- -- 37,500 Stock based compensation expense -- -- 100,000 Changes in working capital: Decrease (increase) in accrued Investment receivables ........ 112,363 23,277 (95,737) Decrease in prepaids and other . -- (2,500) -- Increase in accrued expenses ... 27,480 3,487 120,444 ----------- ----------- ----------- Cash provided by operating Activities: ................... 130,246 41,819 199,527 ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of U.S. Treasury bills and other increases .... (218,433) (132,246) (8,671,537) in restricted cash Decrease in deferred acquisitions costs ........... 8,072 -- -- ----------- ----------- ----------- Cash used by investing activities ................... (210,361) (132,246) (8,671,537) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Issue of units and redeemable Class B Purchase warrants, net -- -- 8,677,905 Issuance of unsecured promissory notes .............. -- -- 100,000 Repayment of unsecured promissory notes .............. -- -- (100,000) Issuance of founders' shares .... -- -- 7,500 Issuance of private placement shares ........................ -- -- 7,500 Issuance of convertible preferred stock .............. -- -- 11,000 ----------- ----------- ----------- Cash provided by financing activities ................... -- -- 8,703,905 ----------- ----------- ----------- NET (DECREASE) INCREASE IN CASH ... (80,115) (90,427) 231,895 Cash at beginning of period .... 312,010 628,865 -- ----------- ----------- ----------- Cash at end of period .......... $ 231,895 $ 538,438 $ 231,895 =========== =========== =========== See notes to accompanying unaudited financial statements. 4 ORION ACQUISITION CORP. II (a corporation in the development stage) NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with instructions to Form 10-QSB and do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation which were of a normal and recurring nature have been included. The results of operations for any interim period are not necessarily indicative of the results for the year. These unaudited financial statements should be read in conjunction with the financial statements and related notes included on Form 10-KSB for the year ended December 31, 1997 and period October 19, 1995 (Date of inception) to December 31, 1997. NOTE 2. INVESTMENTS The proceeds of $8,663,206 are included under restricted cash on the balance sheet and are held in an escrow account with a bank. On January 13, 1998 U.S. Treasury Bills having maturities in April of 1998 were purchased at a cost of $8,639,852 and a maturity value of $8,750,000. The ultimate use of these funds is restricted and subject to release at the earlier of (i) consummation of its first business combination, or (ii) liquidation of the Company. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company has been unsuccessful thus far in locating a viable transaction for shareholder approval. On May 7, 1998, the Company announced that it had terminated discussions with IVAX Corporation ("IVAX") concerning the purchase of IVAX Corporation's DVM Pharmaceuticals subsidiary ("DVM"). The reason for the termination of discussions was a material change in the prospective business plan of DVM, of which IVAX would have remained the majority shareholder. The changed business plan was deemed to be inconsistent with the market needs of the Company. Management will continue to seek an alternative acquisition candidate through June, failing which the Company expects to propose to Shareholders that the Company seek liquidation. Results for the three-month periods through March 31, 1998 and 1997, respectively, consisted of investment income earned from Treasury bonds held in escrow less expenses associated with general and administrative overheads and due diligence activities. PART II - OTHER INFORMATION ITEM 1: Legal Proceedings None ITEM 2: Changes in Securities None ITEM 3: Defaults Upon Senior Securities None ITEM 4: Submission of Matters to a Vote of Security Holders None ITEM 5: Other Information: None ITEM 6: Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27: Financial Data Schedule for the Quarterly Form 10-QSB (b) Reports on Form 8-K: None. 5 SIGNATURES Pursuant to the requirements 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. ORION ACQUISITION CORP. II Dated: May 13, 1998 By: /s/William L. Remley ----------------------- William L. Remley President & Treasurer 6 EX-27 2
5 1 3-mos DEC-31-1998 MAR-31-1998 263,580 8,639,852 0 0 0 8,999,169 0 0 8,999,169 120,444 0 8,900 0 1 8,869,824 8,999,169 0 110,142 0 0 112,384 0 0 2,242 7,355 (9,597) 0 0 0 (9,597) (0.01) (0.01)
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