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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: DECEMBER 31, 1997 Commission File Number: 0-22247
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
NUTRITION MEDICAL, INC.
(Exact name of Small Business Issuer as specified in its charter)
MINNESOTA 41-1756256
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
9850 51ST AVENUE NORTH, SUITE 110, MINNEAPOLIS, MN 55442
(Address of principal executive offices) (Zip Code)
(612) 551-9595
(Issuer's telephone number)
Securities registered under Section 12 (b) of the Exchange Act: NONE
Securities registered under Section 12 (g) of the Exchange Act:
COMMON STOCK, $.01 PAR VALUE
(title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. Yes No X
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State issuer's revenues for its most recent fiscal year: $4,104,601
On March 24, 1998, and based on the average bid and asked prices as of that
date, the aggregate market value of the voting stock held by non-affiliates of
the Issuer was $2,864,115.
The number of shares outstanding of the registrant's common stock, $.01 par
value, as of March 19, 1998 was 5,456,024 shares.
Documents Incorporated by Reference: None
Transitional Small Business Disclosure Format: Yes No X
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT.
Certain biographical information regarding each director of Nutrition
Medical, Inc. (the "Company"), including name, age, principal occupation,
business experience and period of service as a director, is set forth below.
William L. Rush, age 46, has been Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since its inception in
July 1993. From 1984 to March 1993, Mr. Rush was employed by Sandoz Corp. (now
known as Novartis), most recently as Senior Vice President of its clinical
products division. As Senior Vice President, his duties included supervision of
a national sales force, product management group, outpatient clinic services
group, related support functions and research and development. From 1978 to
1984, Mr. Rush was employed by Baxter Healthcare Corp. in its medical nutrition
division.
Kenneth L. Evenstad, age 54, has been a director of the Company since
May 1995. Since 1969, Mr. Evenstad has been Chairman and Chief Executive Officer
of Upsher-Smith Laboratories, Inc., a pharmaceutical company that specializes in
cardiovascular drugs. From 1967 to 1969, Mr. Evenstad practiced as a pharmacist
in Alaska and Minnesota. Mr. Evenstad is also a director of Medi-Ject
Corporation.
George E. Kline, age 61, has been a director of the Company since May 1995.
Since 1966, Mr. Kline has been President of Venture Management, a financial
consulting services firm. Since 1985, Mr. Kline has also served as an officer of
Brightstone Capital, Ltd. LLC ("Brightstone Capital"), a venture partnership.
Mr. Kline is also a director of Cyberoptics Corporation, Fieldworks, Inc.,
Rimage Corporation and Virtual Fund.com.
Lawrence A. Lehmkuhl, age 60, has been a director of the Company since
January 1995. From 1985 to March 1993, Mr. Lehmkuhl was President and Chief
Executive Officer of St. Jude Medical, Inc., a medical device manufacturer, and
from April 1993 to February 1995, Mr. Lehmkuhl was Chairman of its Board of
Directors. From 1966 to 1985, Mr. Lehmkuhl was employed by American Hospital
Supply Corporation in various management capacities. Mr. Lehmkuhl is also a
director of Kera Vision, Inc.
Certain biographical information regarding each executive officer of the
Company, including name, age and position held with the Company, is set forth
below.
William L. Rush, age 46, has been Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since its inception in
July 1993. His biography is set forth above.
Joseph F. Coffey, age 62, has been Vice President of Corporate Sales of the
Company since September 1994. From 1965 to June 1994, Mr. Coffey was employed by
Sandoz Corp. (now known as Novartis) in a variety of positions, including 14
years as National Sales Manager of the clinical nutrition division. As National
Sales Manager, Mr. Coffey had managerial responsibility for regional and
district sales managers, the national account group, the telemarketing group and
the direct sales force.
Anwar H. Bhimani, age 43, has been Chief Financial Officer and Secretary of
the Company since October 1997. From November 1996 to July 1997, Mr. Bhimani
was Chief Financial Officer of U-Ship, Inc., a manufacturer and operator of
self-service shipping kiosks. Mr. Bhimani was Chief Financial Officer of VISTA
Information Services, Inc. from March 1994 to December 1995. Prior to that, Mr.
Bhimani was Chief Financial Officer of Reuter Manufacturing, Inc.
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than 10
percent of a registered class of the
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Company's equity securities, to file with the Securities Exchange Commission
(the "Commission") initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company.
Based solely on a review of copies of such forms furnished to the Company
during the fiscal year ended December 31, 1997, the Company believes that all
Section 16 (a) filing requirements applicable to its executive officers,
directors and 10 percent shareholders were satisfied, with the exception of a
failure by George E. Kline, a director of the Company, to timely file a Form 4
disclosing the purchase of 30,000 shares of the Common Stock of the Company on
April 15, 1997. The purchase of such shares was reported on an amended Form 4
filed with the Commission on July 29, 1997.
ITEM 10. EXECUTIVE COMPENSATION.
Director Compensation
Directors of the Company receive no compensation other than authorized
expense reimbursement and stock options granted either prior to or under the
1996 Non-Employee Director Stock Option Plan (the "1996 Director Plan")
described below.
1996 DIRECTOR PLAN. The shareholders of the Company adopted the 1996
Director Plan in August 1996. The 1996 Director Plan provides for an automatic
grant of unqualified stock options to purchase 15,000 shares of the Company's
Common Stock to non-employee directors on the date such individuals are first
appointed directors of the Company, and an automatic grant of an option to
purchase an additional 7,500 shares of Common Stock on the day after each
subsequent annual meeting of the Company's shareholders. The option price is
equal to the fair market value of the Common Stock on the date of grant. The
options granted upon appointment to the Board of Directors vest and become
exercisable as to 50% of the shares on the date of grant, and an additional 25%
on each of the first and second anniversaries of such grant, provided the holder
remains a director on such date. The options granted in connection with
subsequent annual meetings vest and become exercisable as to 100% of the shares
six months after the date of such grant provided the holder remains a director
on such date. The Company has reserved 100,000 shares of Common Stock for
issuance under the 1996 Director Plan. As of the date of this notice, each
non-employee director has received 7,500 shares pursuant to the 1996 Director
Plan.
Executive Officer Compensation
The following table sets forth certain information for 1995, 1996 and 1997
concerning the compensation of the Company's Chief Executive Officer (the "Named
Executive Officer") for services rendered during those years. No other executive
officer of the Company received aggregate annual salary and bonus compensation
of more than $100,000 during 1997.
SUMMARY COMPENSATION TABLE
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NAME AND LONG-TERM ALL OTHER
PRINCIPAL POSITION YEAR ANNUAL COMPENSATION COMPENSATION COMPENSATION
------------------ ---- ------------------- ------------ ------------
SECURITIES UNDERLYING
SALARY BONUS OPTIONS
------ ----- -------
<S> <C> <C> <C> <C> <C>
William L. Rush 1997 $95,000 ---- ---- $2,118 (1)
President and Chief 1996 $95,000 $20,000 100,000 $451 (2)
Executive Officer 1995 $89,000 $20,000 ---- ----
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(1) Consists of disability insurance and the term life insurance portion
of a split dollar value life insurance policy, proceeds from which
are payable to a beneficiary designated by Mr. Rush.
(2) Consists of disability insurance provided.
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Employment Contract
In October 1996, the Company entered into a revised employment agreement
with William L. Rush, the Company's Chairman of the Board, President and
Chief Executive Officer. The agreement provides for an initial annual salary
of $95,000, which salary is subject to annual review and adjustment by the
Company's Board of Directors. Mr. Rush also received an option to purchase
100,000 shares of the Company's Common Stock, at an exercise price of $3.50
per share, and may receive incentive compensation to be established by the
Board of Directors. The agreement also provides for certain health,
disability and life insurance benefits. The agreement has a three-year term,
but is terminable by the Company or Mr. Rush with or without cause upon
ninety days written notice. Under the agreement, Mr. Rush has granted the
Company rights to all inventions conceived or produced by Mr. Rush during the
period of his employment. Mr. Rush also is subject to a confidentiality
provision and a twelve-month noncompetition provision. If the contract is
terminated by the Company without cause, or by Mr. Rush with cause, the
Company is obligated to pay Mr. Rush's salary for a period of twelve months
and the maximum incentive compensation for which he would be eligible.
Stock Options
No stock option grants were made to the Named Executive Officer during the
fiscal year ended December 31, 1997.
To date, the Named Executive Officer has not exercised any options to
purchase shares of the Company's Common Stock. The following table sets forth
the number and aggregate dollar value of all unexercised options held by the
Named Executive Officer at December 31, 1997:
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Number of Shares Underlying Unexercised Value of Unexercised In-The-Money Options
Options at December 31, 1997 at December 31, 1997
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Name Exercisable Nonexercisable Exercisable Nonexercisable
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<S> <C> <C> <C> <C>
William L. Rush 50,000 50,000 ---- ----
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 20, 1998 by (i) each person
known by the Company to be the beneficial owner of more than five percent (5%)
of the Company's outstanding Common Stock, (ii) each director, (iii) the Named
Executive Officer and (iv) all executive officers and directors as a group. In
addition, shares of Common Stock subject to options or warrants currently
exercisable or exercisable within 60 days from the date hereof (the "Currently
Exercisable Options") are deemed outstanding for computing the percentage of the
person holding such options, but are not deemed outstanding for computing the
percentage of any other person. Unless otherwise indicated, each of the
following persons has sole voting and investment power with respect to the
shares of Common Stock set forth opposite their respective names:
PERCENT
NAME NUMBER OF CLASS
---- ------- --------
William L. Rush (1) 790,000 14.35%
9850 51st Avenue North
Suite 110
Minneapolis, MN 55442
Lawrence A. Lehmkuhl (2) 74,538 1.36%
134 Dellwood Avenue
Dellwood, MN 55110
George E. Kline (2) (3) 590,500 10.65%
Brightstone Capital
4750 IDS Center
Minneapolis, MN 55402
Kenneth L. Evenstad (2) 37,500 0.68%
Upsher-Smith Laboratories
14905 23rd Avenue North
Minneapolis, MN 55447
Brightstone Funds (4) 510,000 10.04%
Venture Management
4750 IDS Center
Minneapolis, MN 55402
Elan International Services Ltd. 855,000 15.67%
102 St. James' Court
Flatts, Smith FL04
Bermuda
All directors and officers as a
group (6 persons) (6) 1,564,438 27.25%
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(1) Includes 50,000 shares issuable pursuant to Currently Exercisable Options.
(2) Includes 37,500 shares issuable pursuant to Currently Exercisable Options.
(3) Includes 200,000 shares owned by Brightstone Fund IV, 150,000 shares owned
by Brightstone Fund VI, 110,000 shares owned and 30,000 shares issuable
pursuant to warrants held by Brightstone Fund VII and 20,000 shares
issuable pursuant to a warrant held by Brightstone Capital. George E.
Kline, a director of the Company, and James A. Bernards serve as general
partners of all of the Brightstone entities referenced above. By virtue of
this position, Mr. Kline
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and Mr. Bernards may be deemed to have voting and investment control
over the shares owned by such Brightstone entities, and thus beneficial
owners of those shares. Mr. Kline and Mr. Bernards disclaim any
beneficial ownership of such shares. Also includes 43,000 shares held
by Venture Management Profit Plan & Trust, of which Mr. Kline is the
sole trustee and beneficiary.
(4) These securities are also included in beneficial ownership of Mr. Kline.
See footnote (3) above.
(5) Shares are subject to an Irrevocable Proxy Agreement whereby the Company,
as directed by the Board of Directors, has been appointed to vote all of
the shares through January 13, 2000.
(6) Includes 284,400 shares issuable pursuant to Currently Exercisable Options
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On June 30, 1996, the Company sold 50,000 shares of its Common Stock for
$125,000, or $2.50 per share, to Brightstone Fund VII, whose general partner
is George E. Kline. Mr. Kline is a member of the Board of Directors of the
Company. Management of the Company believes that the terms of this
transaction were no less favorable to the Company than would have been
obtained from an unaffiliated third party. Any future material transactions
with officers, directors or 5% beneficial shareholders of the Company's
Common Stock, or affiliates of such persons, will be on terms no less
favorable to the Company than could be obtained from unaffiliated third
parties and will be approved by a majority of the outside members of the
Company's Board of Directors who do not have an interest in the transaction.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Nutrition Medical, Inc.
By: /s/ William L. Rush
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William L. Rush, Chief Executive Officer
Date: April 27, 1998
Pusuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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<S> <C> <C>
By: /s/ William L. Rush Chairman of the Board, Date: April 27, 1998
------------------------ Chief Executive Officer,
William L. Rush President and Director
(Principal Executive Officer)
By: /s/ Anwar H. Bhimani Chief Financial Officer and Date: April 27, 1998
------------------------ Secretary
Anwar H. Bhimani (Principal Financial Officer)
By: /s/ Kenneth L. Evenstad Director Date: April 27, 1998
------------------------
Kenneth L. Evenstad
By: /s/ George E. Kline Director Date: April 27, 1998
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George E. Kline
By: /s/ Lawrence A. Lehmkuhl Director Date: April 27, 1998
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Lawrence A. Lehmkuhl
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