U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
|X| Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2000
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Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to
___________.
Commission file number 0-27282
ATLANTIC TECHNOLOGY VENTURES, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 36-3898269
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Broadway, Suite 1110, New York, New York 10038
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(Address of principal executive offices)
(212) 267-2503
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(Issuer's telephone number)
150 Broadway, Suite 1009, New York, New York 10038
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(Former name, former address and former fiscal year, if changed
since last report)
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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Number of shares of common stock outstanding as of March 31, 2000: 5,302,378
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Transitional Small Business Disclosure Format (check one): Yes No X
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<PAGE>
INDEX
PART I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
as of March 31, 2000 (unaudited) and December 31, 1999 3
Consolidated Statements of Operations (unaudited)
for the three months ended March 31, 2000 and 1999
and the period from July 13, 1993 (inception) to March 31, 2000 4
Consolidated Statements of Cash Flows (unaudited)
for the three months ended March 31, 2000 and 1999
and the period from July 13, 1993 (inception) to March 31, 2000 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8
PART II-- OTHER INFORMATION
Item 1. Legal Matters 1
Item 4. Submission of Matters to a Vote of Security Holders 1
Item 5. Other Information 1
Item 6. Exhibits and Reports on Form 8-K 2
SIGNATURES
EXHIBIT INDEX
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<PAGE>
ATLANTIC TECHNOLOGY VENTURES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
Assets 2000 1999
---------------------- ------------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,114,605 3,473,321
Accounts receivable 319,396 337,323
Prepaid expenses 37,599 17,414
---------------------- ------------------
Total current assets 3,471,600 3,828,058
Property and equipment, net 122,191 131,832
Investment in preferred stock 250,000 --
Other assets 2,901 --
---------------------- ------------------
Total assets $ 3,846,692 3,959,890
====================== ==================
Liabilities and Stockholders' Equity
Current liabilities - accounts payable and accrued expenses $ 495,944 542,759
---------------------- ------------------
Stockholders' equity:
Preferred stock, $.001 par value. Authorized 10,000,000
shares; 1,375,000 shares designated as Series A
convertible preferred stock -- --
Series A convertible preferred stock, $.001 par value.
Authorized 1,375,000 shares; 575,667 and 610,088 shares issued and
outstanding at March 31, 2000 and December 31, 1999, respectively
(liquidation preference aggregating $7,483,671 and $7,931,144 at March 31,
2000
and December 31, 1999, respectively) 576 610
Convertible preferred stock warrants, 117,195 issued
and outstanding at March 31, 2000 and December 31, 1999 540,074 540,074
Common stock, $.001 par value. Authorized 50,000,000
shares; 5,106,405 and 4,815,990 shares issued and outstanding
at March 31, 2000 and December 31, 1999, respectively 5,105 4,816
Common stock subscribed. 182 shares at March 31, 2000
and December 31, 1999 -- --
Additional paid-in capital 22,973,876 21,662,272
Deficit accumulated during development stage (20,168,341) (18,790,099)
---------------------- ------------------
3,351,290 3,417,673
Less common stock subscriptions receivable (218) (218)
Less treasury stock, at cost (324) (324)
---------------------- ------------------
Total stockholders' equity 3,350,748 3,417,131
---------------------- ------------------
Total liabilities and stockholders' equity $ 3,846,692 3,959,890
====================== ==================
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
ATLANTIC TECHNOLOGY VENTURES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
period from
July 13, 1993
(inception) to
Three months ended March 31, March 31,
------------------------------------------------
2000 1999 2000
------------------------ -------------------------------------------------
<S> <C> <C> <C>
Revenues:
Development revenue $ 912,481 -- 1,994,991
License revenue -- -- 2,500,000
Grant revenue 13,009 -- 190,010
------------------------ -------------------------------------------------
Total revenues 925,490 -- 4,685,001
------------------------ -------------------------------------------------
Costs and expenses:
Cost of development revenue 729,985 -- 1,595,993
Research and development 109,439 560,339 8,484,004
General and administrative 1,504,498 370,850 15,172,926
License fees -- -- 173,500
------------------------ -------------------------------------------------
Total operating expenses 2,343,922 931,189 25,426,423
------------------------ -------------------------------------------------
Other (income) expense:
Interest and other income (40,190) (64,221) (1,198,656)
Interest expense -- -- 625,575
------------------------ -------------------------------------------------
Total other (income) expense (40,190) (64,221) (573,081)
------------------------ -------------------------------------------------
Net loss $ (1,378,242) (866,968) (20,168,341)
Imputed convertible preferred stock
dividend -- -- 5,331,555
Preferred stock dividend issued in
preferred shares 659,319 -- 973,685
------------------------ -------------------------------------------------
Net loss applicable to common shares $ (2,037,561) (866,968) (26,473,581)
======================== =================================================
Net loss per common share -
basic and diluted $ (0.41) (0.19)
======================== =======================
Shares used in calculation of net
loss per common share - basic
and diluted 4,968,921 4,573,009
======================== =======================
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
ATLANTIC TECHNOLOGY VENTURES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
period from
July 13, 1993
(inception) to
Three months ended March 31, March 31,
-----------------------------------
2000 1999 2000
--------------- ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(1,378,242) (866,968) (20,168,341)
Adjustments to reconcile net loss to
net cash used in operating activities:
Expense relating to issuance of warrants 990,820 -- 1,289,022
Expense relating to the issuance of options -- -- 81,952
Expense related to Channel merger -- -- 657,900
Compensation expense relating to
stock options -- -- 208,782
Discount on notes payable - bridge
financing -- -- 300,000
Depreciation 15,757 30,275 446,167
Loss on disposal of furniture and equipment -- -- 73,387
Changes in assets and liabilities:
(Increase) decrease in accounts
receivable 17,927 78,989 (319,396)
(Increase) decrease in prepaid
expenses (20,185) 10,237 (37,599)
Increase (decrease) in accrued
expenses (46,815) (80,606) 495,944
Increase in accrued interest -- -- 172,305
Increase in other assets (2,901) -- (2,901)
----------- ----------- -----------
Net cash used in operating
activities (423,639) (828,073) (16,802,778)
----------- ----------- -----------
Cash flows from investing activities:
Purchase of furniture and equipment (6,116) (4,696) (647,846)
Increase in investment in preferred stock (250,000) -- (250,000)
Proceeds from sale of furniture and equipment -- -- 6,100
----------- ----------- -----------
Net cash used in investing
activities (256,116) (4,696) (891,746)
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from exercise of warrants -- -- 5,500
Proceeds from exercise of stock options 321,039 -- 373,539
Proceeds from issuance of demand notes payable -- -- 2,395,000
Repayment of demand notes payable -- -- (125,000)
Proceeds from the issuance of notes payable -
bridge financing -- -- 1,200,000
Proceeds from issuance of warrants -- -- 300,000
Repayment of notes payable - bridge financing -- -- (1,500,000)
Repurchase of common stock -- -- (324)
Preferred stock dividend paid -- -- (318)
Proceeds from the issuance of common stock -- -- 7,547,548
Proceeds from issuance of convertible preferred
stock -- -- 10,613,184
----------- ----------- -----------
Net cash provided by financing
activities 321,039 -- 20,809,129
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents (358,716) (832,769) 3,114,605
Cash and cash equivalents at beginning of period 3,473,321 5,835,669 --
----------- ----------- -----------
Cash and cash equivalents at end of period $ 3,114,605 5,002,900 3,114,605
=========== =========== ===========
Supplemental disclosure of noncash financing activities:
Issuance of common stock in exchange for
common stock subscriptions $ -- -- 7,027
Conversion of demand notes payable and the
related
accrued interest to common stock -- -- 2,442,304
Cashless exercise of preferred warrants -- -- 30,069
Conversion of preferred to common stock 289 140 1,704
Preferred stock dividend issued in shares 659,324 -- 973,690
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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ATLANTIC TECHNOLOGY VENTURES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2000 and 1999
(1) BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with Generally Accepted Accounting Principles for interim financial information.
Accordingly, the statements do not include all information and footnotes
required by Generally Accepted Accounting Principles for complete financial
statements. In the opinion of management, the accompanying financial statements
reflect all adjustments, consisting of only normal recurring adjustments,
considered necessary for fair presentation. Interim operating results are not
necessarily indicative of results that may be expected for the year ending
December 31, 2000 or for any subsequent period. These financial statements
should be read in conjunction with Atlantic Technology Ventures, Inc., and
Subsidiaries' (the "Company") Annual Report on Form 10-KSB as of and for the
year ended December 31, 1999.
(2) LIQUIDITY
The Company anticipates that their current resources, together with
proceeds from an agreement between the Company and Bausch & Lomb Surgical will
be sufficient to finance their currently anticipated needs for operating and
capital expenditures for at least the next 12 months. In addition, the Company
will attempt to generate additional capital through a combination of
collaborative agreements, strategic alliances and equity and debt financing.
However, the Company can give no assurance that they will be able to obtain
additional capital through these sources or upon terms acceptable to them.
(3) COMPUTATION OF NET LOSS PER COMMON SHARE
Basic loss per common share is calculated by dividing net loss
applicable to common shares by the weighted average number of common shares
outstanding for the period. Diluted net loss per common share is the same as
basic net loss per common share, as common equivalent shares from stock options,
stock warrants, stock subscriptions and convertible preferred stock would have
an antidilutive effect because the Company incurred a net loss during each
period presented.
(4) RECENTLY ISSUED ACCOUNTING STANDARDS
In December 1999, the staff of the Commission issued Staff Accounting
Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements. SAB No.
101 summarizes certain of the staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements, including
the recognition of non-refundable fees received upon entering into arrangements.
SAB No. 101, as amended, must be adopted no later than the second quarter of
fiscal years beginning after December 15, 1999 with an effective date of January
1, 2000 and the recognition of a cumulative effect adjustment calculated as of
January 1, 2000. The Company is in the process of evaluating this SAB and the
effect it will have on its consolidated financial statements and current revenue
recognition policy.
(5) EMPLOYMENT AGREEMENTS
The Company entered into employment agreements with three executives
during April, 2000. These agreements provide for the payment of sign on and year
end bonuses in 2000 totaling $200,000 and annual base salaries aggregating
$425,000. Each agreement has an initial term of three years and can be
terminated by the Company, subject to certain provisions, with the payment of
severance amounts that range from three to six months.
(6) PREFERRED STOCK DIVIDEND
On February 15, 2000, the Company's board of directors declared a
payment-in-kind dividend of 0.065 of a share of series A convertible preferred
stock per share of series A convertible preferred stock to the holders of shares
of the series A convertible preferred stock as of the record date of February 2,
2000. The estimated fair value of this
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<PAGE>
dividend of $659,319 was included in the Company's calculation of net loss per
common share for the three months ended March 31, 2000.
(7) ISSUANCE OF STOCK WARRANTS
As more fully described in Note 8 to the Company's Annual Report on
Form 10-KSB as of and for the year ended December 31, 1999, the Company entered
into a Financial Advisory and Consulting Agreement with Joseph Stevens &
Company, Inc. during January 2000 pursuant to which the Company issued three
warrants to purchase an aggregate of 450,000 shares of its common stock to
Joseph Stevens & Company, Inc. In accordance with EITF Issue No. 96-18,
Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services and other relative
accounting literature, the Company is required to measure the expense associated
with the warrants at each reporting date and recognize the appropriate portion
of the expense at the end of each reporting period until the measurement date is
reached (December 4, 2000 in this transaction). As a result, the Company
recorded a general and administrative expense of $990,820 in the first quarter
of 2000 based on the estimated value of the warrants as of March 31, 2000.
(8) INVESTMENT IN PREFERRED STOCK
The Company is a party to a letter of intent dated March 17, 2000, to
acquire preferred stock representing a 35% ownership interest in a
privately-held company that is currently developing next-generation high-speed
fiber optic communications technologies. The purchase price for this ownership
interest is $5 million in cash, 200,000 shares of the Company's common stock and
a warrant to purchase 200,000 shares of the Company's common stock. The closing
of this transaction, which is scheduled to occur in May 2000, is subject to the
Company being satisfied with the results of its due diligence investigation, and
is also subject to waiver by certain stockholders of the Company of their right
to have their shares represent a fixed ownership interest, regardless of future
issuances of capital stock.
Of the $5 million cash portion of the purchase price, the Company has paid
$250,000 into escrow, to be released when the stockholder waivers referred to
above are signed. An additional $750,000 is payable at closing, with the
remainder payable in four quarterly installments of $1 million. If after closing
the Company elects to not pay the balance of the cash purchase price, the
Company's ownership interest in the investment would be reduced proportionately.
The warrant would have a term of three years, and would be exercisable at $8.975
per share of common stock, but only if the market price of our common stock is
$30 or more.
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<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of our results of operations and financial
condition should be read in conjunction with our Annual Report on Form 10-KSB
for the year ended December 31, 1999.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2000 AND 1999
In accordance with its license and development agreement, as amended,
with us, Bausch & Lomb Surgical ("Bausch & Lomb") reimburses our subsidiary,
Optex Ophthalmologics, Inc. ("Optex") for Optex' costs related to the
development of the Catarex ((TM)) technology plus a profit component. In the
first quarter of 2000, this agreement provided $912,481 of development revenue
and the related cost of development revenue was $729,985. For the quarter ended
March 31, 1999, no revenue or cost of development revenue was recognized as all
reimbursements from Bausch & Lomb prior to the September 1999 amendment were
accounted for as reductions of research and development expense and general and
administrative expenses.
For the quarter ended March 31, 2000, research and development expense
was $109,439 as compared to $560,339, net of Bausch & Lomb reimbursements of
$508,867, in the first quarter of 1999, a decrease of 80%. The decrease is due
to reduced expenditures on certain development projects.
For the quarter ended March 31, 2000, general and administrative
expense was $1,504,498 as compared to $370,850, net of Bausch & Lomb
reimbursements of $31,480 in the first quarter of 1999. The increase is largely
due to the $990,820 of expense associated with warrants issued to Joseph Stevens
& Company and an increase in fees for professional services of approximately
$197,000. This increase is offset to a degree by reductions in marketing and
payroll expenses.
For the first quarter of 2000, interest income was $40,190 compared to
$64,221 in the first quarter of 1999, a decrease of 37%. The decrease is due to
the decline in our cash reserves.
LIQUIDITY AND CAPITAL RESOURCES
From inception to March 31, 2000 we had incurred an accumulated deficit
of $20,168,341 and expect to continue to incur additional losses through the
year ending December 31, 2000 and the foreseeable future.
Our available working capital and capital requirements will depend upon
numerous factors, including progress of our research and development programs;
progress and cost of ongoing and planned preclinical and clinical testing;
timing and cost of obtaining regulatory approvals; the cost of filing,
prosecuting, defending and enforcing patent claims and other intellectual
property rights; competing technological and market developments; changes in our
existing collaborative and licensing relationships; levels of resources that we
devote to the development of manufacturing and commercializing capabilities;
technological advances; status of competitors; our ability to establish
collaborative arrangements with other organizations; our need to purchase
additional capital equipment.
We anticipate that our current resources, together with proceeds from
the Bausch & Lomb agreement, will be sufficient to finance our currently
anticipated needs for operating and capital expenditures for at least the next
twelve months. In addition, we will attempt to generate additional capital
through a combination of collaborative agreements, strategic alliances and
equity and debt financing. However, we can give no assurance that we will be
able to obtain additional capital through these sources or upon terms acceptable
to us.
At March 31, 2000, we had $3,114,605 in cash and cash equivalents and
working capital of $2,975,656. We are also obligated, and contingently
obligated, under consulting and lease agreements to pay certain amounts in the
future.
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<PAGE>
We are party to a letter of intent dated March 17, 2000, to acquire
preferred stock representing a 35% ownership interest in a privately-held
company that is currently developing next-generation high-speed fiber optic
communications technologies. The purchase price for our ownership interest is $5
million in cash, 200,000 shares of our common stock and a warrant to purchase
200,000 shares of our common stock. The closing of this transaction, which is
scheduled to occur in May 2000, is subject to our being satisfied with the
results of our due diligence investigation, and is also subject to waiver by
certain stockholders of the company of their right to have their shares
represent a fixed ownership interest, regardless of future issuances of capital
stock.
Of the $5 million cash portion of the purchase price, we have paid
$250,000 into escrow, to be released when the stockholder waivers referred to
above are signed. An additional $750,000 is payable at closing, with the
remainder payable in four quarterly installments of $1 million. If after closing
we elect not to pay the balance of the cash purchase price, our ownership
interest in the company would be reduced proportionately. The warrant would have
a term of three years, and would be exercisable at $8.975 per share of common
stock, but only if the market price of our common stock is $30 or more.
As to the contemplated minority acquisition in a fiber optics
communications company, we do not currently have the full amount of the cash
purchase price. If the market price of our common stock permits it, we intend to
redeem our redeemable warrants, which would encourage the holders to exercise
the warrants, thereby providing us with capital that we could apply towards the
cash purchase price. Alternatively, we could raise the necessary amount through
debt or equity financing, or a combination of both. It is, however, possible
that we will not be able to raise the required amount.
RECENTLY ISSUED ACCOUNTING STANDARDS
In December 1999, the staff of the Commission issued Staff Accounting
Bulletin or SAB No. 101, Revenue Recognition in Financial Statements. SAB No.101
summarizes certain of the staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements, including
the recognition of non-refundable fees received upon entering into arrangements.
This SAB, as amended, must be adopted no later than the second quarter of fiscal
years beginning after December 15, 1999 with an effective date of January 1,
2000 and the recognition of a cumulative effect adjustment calculated as of
January 1, 2000. We are in the process of evaluating this SAB and the effect it
will have on our consolidated financial statements and current revenue
recognition policy.
RESEARCH AND DEVELOPMENT ACTIVITIES
Preclinical and clinical studies with our primary technologies are
proceeding according to plan.
Optex' development of the Catarex device is continuing in cooperation
with Bausch & Lomb. Bausch & Lomb is preparing to file a 510(k) with the U.S.
Food and Drug Administration, or the "FDA," for the Catarex device. In a 510(k)
filing, a company requests that the FDA treat a given technology as
substantially equivalent to an already approved technology, the aim being to
greatly speed up the approval process. We anticipate that in the second quarter
of 2000 Bausch & Lomb will meet with the FDA to discuss this filing.
Research by Gemini Technologies, Inc. ("Gemini") on the antisense
enhancing technology is continuing. We are currently considering strategies to
maximize the potential of the 2-5A Chimeric Antisense Technology. We have
conducted research at our own laboratory facilities and have sponsored research
at the National Institutes of Health (the "NIH") focusing on two main
objectives: (1) to advance basic research with the 2-5A Chimeric Antisense
Technology in order to improve the knowledge base of the technology, efficiency
of synthesis and to potentially increase its broad-potential ("platform")
clinical utility and (2) to develop a potential lead product candidate for the
treatment of Respiratory Syncytial Virus ("RSV") infection. Research to date has
been conducted primarily in in vitro systems and has included studies of
infectious diseases (RSV), herpes, human immunodeficiency virus, certain cancers
(chronic myelogenous leukemia, glioblastoma), conditions modulated by 5-alpha
reductase and dihydrotestosterone receptors (acne and androgenic alopecia) and
aspects of the interferon pathway that are mediated by PKR (a protein kinase
enzyme).
In 1999, we completed a toxicology program required for entry into
clinical trials. The results of the toxicity studies indicate that CT-3 poses a
very low risk of unwanted effects in humans. We have begun the first
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clinical trial in Europe during April of 2000. We believe it is important that
we conduct Phase I studies to determine CT-3's potential for detrimental central
nervous system effects. The first trial will specifically address CT-3's
potential to produce central nervous system effects resembling those of THC.
In addition to pursuing clinical trials in Europe, Atlantic filed an
Investigational New Drug application, or "IND," with the FDA for CT-3 in April
of 2000. The design of the complete clinical program will require additional
toxicology testing and formulation development prior to beginning large-scale
clinical trials.
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<PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Matters
Litigation Brought by Christopher R. Richied
On May 13, 1999, Christopher R. Richied filed suit against a group of
defendants, including Atlantic, in the U.S. District Court for the Southern
District of New York. This lawsuit is described in our Quarterly Reports on Form
10-QSB for the quarterly periods ended June 30, 1999 and September 30, 1999.
The parties are currently engaged in factual and expert-related
discovery. Atlantic and all other defendants in this action are being jointly
represented by the Wilmington, Delaware office of the law firm Skadden, Arps,
Slate, Meagher & Flom LLP. We believe that the asserted claims are without merit
and intend to defend vigorously the action instituted by the plaintiff. We
further believe that the outcome of this suit will not be material to us.
Item 4. Submission of Matters to a Vote of Security Holders
On February 16, 2000, Atlantic filed with the Securities and Exchange
Commission, and mailed to stockholders on or about the same date, a definitive
proxy statement seeking stockholder proxies consenting to a proposal that
Atlantic's certificate of incorporation be amended to change Atlantic's name
from "Atlantic Pharmaceuticals, Inc." to "Atlantic Technology Ventures, Inc."
Approval of this proposal required the affirmative vote of a majority
of the common stock and preferred stock, voting together as a class.
Atlantic's board of directors presented these proposals for stockholder
consideration at a special meeting of stockholders held on March 17, 2000, for
which there was a quorum. The proposal received the affirmative vote of more
than a majority of those stockholders present in person or by proxy. The total
number of shares of common stock voted was 2,928,972 out of the 4,832,501 shares
entitled to vote. The total number of shares of preferred stock voted was
212,670 out of the 605,088 shares entitled to vote, with each share being
entitled to 3.27 votes. Of the 3,624,406 votes cast, 3,601,198, or 99.4%, were
in favor of the proposal, 22,027, or less than 1%, were against the proposal,
with 1,001, or less than 1%, abstaining.
On March 21, 2000, Atlantic filed with the Secretary of State of
Delaware a certificate of amendment of its certificate of incorporation
effecting the name change authorized by the stockholders.
Item 5. Other Information
Appointment of New President and New Outside Director
On , May 3, 2000, Atlantic announced that it had appointed Frederic
P. Zotos, Esq., as its new President, and that the Dr. A. Joseph Rudick,
Atlantic's former President, had assumed the position of Chief Executive
Officer; Nicholas J. Rossettos, CPA was appointed Chief Financial Officer. In
addition, Atlantic announced that its board of directors had appointed Mr. Peter
O. Kliem to fill a vacancy on the board of directors. Mr. Kliem serves an
outside director, and has replaced Mr. Zotos on the board's compensation and
audit committees.
Dividend Payments to Holders of Preferred Stock
Pursuant to Atlantic's Certificate of Designations, holders of shares
of Series A preferred stock were entitled to receive, commencing February 7,
1999, dividends on each share of preferred stock, payable in kind, at the rate
of 10% of the Dividend Base Amount of $13.00, payable semiannually in arrears.
On February 15, 2000, Atlantic issued a payment-in-kind dividend of 0.065 of a
share of preferred stock per share of preferred stock to holders of shares of
preferred stock as of the record date of February 2, 2000, amounting to an
aggregate of 35,448 shares. Atlantic recognized a dividend in the amount of
$659,319 related to this issuance.
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Relocation of Principal Office
Effective January 1, 2000, Atlantic relocated its principal office to a
different floor of the same office building, and changed its telephone and
facsimile numbers. The new office information is as follows:
Atlantic Technology Ventures, Inc.
150 Broadway Avenue, Suite 1009
New York, New York 10038
Telephone: (212) 267-2503
Facsimile: (212) 267-2159
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Form 8-K
Atlantic did not file any reports on Form 8-K in the quarter ending
March 31, 2000.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, Atlantic
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ATLANTIC TECHNOLOGY VENTURES, INC.
Date: May 11, 2000 /s/ A. Joseph Rudick, M.D.
--------------------------
A. Joseph Rudick, M.D.
Chief Executive Officer
Date: May 11, 2000 /s/ Nicholas J. Rossettos
-------------------------
Nicholas J. Rossettos
Chief Financial Officer
(Principal Accounting and Financial Officer)
