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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1997
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission file number 0-26972
SWISSRAY INTERNATIONAL, INC.
(Name of Small Business Issuer in Its Charter)
New York 16-0950197
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 East 32nd Street, Suite 34-B, New York, New York 10016
(Address of Principal Executive Office) (Zip Code)
United States - 212-545-0095 Switzerland - 011 41 41 919 90 50
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share
(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 past 90 days.
Yes xx No
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 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. [ ]
State issuer's revenues for its most recent fiscal year - $13,151,701
The number of shares outstanding of each of the Registrant's classes of Common
Stock, as of October 9, 1997 is 22,486,263 shares, all of one class of common
stock, $.01 par value. Of this number a total of 18,003,673 shares having an
aggregate market value of $24,193,336, based on the closing price of the
Registrant's common stock of $1.3438 on October 9, 1997 as quoted on the NASDAQ
SmallCap market, were held by non-affiliates* of the Registrant.
* Affiliates for the purpose of this item refers to the Registrant's officers
and directors and/or any persons or firms (excluding those brokerage firms
and/or clearing houses and/or depository companies holding Registrant's
securities as record holders only for their respective clienteles' beneficial
interest) owning 5% or more of the Registrant's Common Stock, both of record and
beneficially.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes No
Not Applicable
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 22,486,263 shares as of October 9,
1997.
Transitional Small Business Disclosure Format: Yes No [x]
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DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security-holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
Part III of this Amendment includes a revised Exhibit 10.2 and adds
Exhibit 10.6, both of which are incorporated by reference to the Registrant's
Registration Statement on Form S-1, filed October 20, 1997.
This Form 10-KSB/A amends the Form 10-KSB filed by the Registrant with
the Securities and Exchange Commission on September 30, 1997 (the "Original
Report") Items 9, 10, 11 and 12 of Part III of the Original Report were
incorporated by reference to the Registrant's definitive Proxy Statement to be
filed within 120 days of the end of the Registrant's fiscal year ended June 30,
1997. The Proxy Statement will be filed after the expiration of 120 days.
Accordingly, Registrant is filing this Amendment to the Original Report to
provide the information required by Items 9, 10, 11 and 12 of Part III of Form
10-KSB.
PART III.
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is certain information concerning each director and
executive officer of Swissray International, Inc. (the "Registrant" or the
"Company"), including age, position(s) with the Registrant, present principal
occupation and business experience during the past five years.
<TABLE>
<CAPTION>
NAME AGE POSITION(S) HELD
<S> <C> <C>
Ruedi G. Laupper 47 Chairman of the Board of Directors, President and Chief Executive
Officer
Josef Laupper 52 Secretary, Treasurer and Director
Ueli Laupper 27 Vice President International Sales and Director
Dr. Erwin Zimmerli 50 Director
Herbert Laubscher 31 Chief Financial Officer
</TABLE>
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and have qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and have qualified.
Ruedi G. Laupper is the brother of Josef Laupper and the father of
Ueli Laupper and has been President and a director of the Registrant
since May, 1995 and Chairman of the Board of Directors since March 1997. In
addition, he is Chairman of the Board of Directors and President of the
Company's principal operating subsidiaries. Ruedi G. Laupper is the founder of
the predecessors of the Company and was Chief Executive Officer of SR-Medical AG
until May 1995. He has approximately 22 years of experience in the field of
radiology.
Josef Laupper is the brother of Ruedi G. Laupper and the uncle of Ueli
Laupper and has been Secretary, Treasurer and a director of the Registrant since
May, 1995. He has held comparable positions with SR-Medical AG, Teleray AG and
their respective predecessors since 1990. He is principally in charge of the
Company's administration. Josef Laupper has approximately 18 years of experience
within the medical device business.
Ueli Laupper, 27 years of age, is the son of the Company's President
and the nephew of Josef Laupper. Ueli Laupper has overall Company
responsibilities in the area of international marketing and sales with
approximately seven years of experience within the international X-ray market.
He has been Vice President of International Sales since March, 1997 and a
director of the Company since March, 1997. He was Chief Executive Officer of SR
Medical AG from July 1995 until June 30, 1997.
Erwin Zimmerli has been a director of the Company since May, 1995.
Since receiving his Ph.D. degree in law and economics from the University of St.
Gall, Switzerland in 1979, Zimmerli has served as head of the White Collar Crime
Department of the Zurich State Police (1980-86), an expert of a Swiss
Parliamentary Commission for penal law and Lecturer at the Universities of St.
Gall and Zurich (1980-87), Vice President of an accounting firm (1987-1990) and
Executive Vice President of a multinational aviation company (1990-92). Since
1992 he has been actively engaged in various independent consulting capacities
primarily within the Swiss legal community.
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Herbert Laubscher joined the Company as a manager responsible for
finance and controlling on August 2, 1996. He was appointed Chief Financial
Officer of the Registrant on September 15, 1997. Herbert Laubscher obtained his
graduate degree in business administration from the University of St. Gall,
Switzerland in October 1992. From October 1992 until June 1995 he was an
accountant with Price Waterhouse in Zurich. Prior to joining the Company he
served as group financial officer of AZ Zibatra Holding GmbH in Leipzig,
Germany.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
officers and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission (the
"Commission"). Such persons are required by the Commission to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of Forms 3, 4 and 5 received by it, the Company believes
that, with the exception of those persons indicated below, all directors,
officers and 10% stockholders complied with such filing requirements.
According to the Company's records, the following filings appear not to
have been timely made: one initial statement of beneficial ownership on Form 3
and one statement of changes in beneficial ownership on Form 5 covering two
transactions (such Form 5 representing a delinquent Form 4) were not filed
timely by Ruedi G. Laupper; one initial statement of beneficial ownership was
not filed timely by Ueli Laupper; one initial statement of beneficial ownership
on Form 3 and one statement of changes in beneficial ownership on Form 5
covering one transaction (such Form 5 representing a delinquent Form 4) were not
filed timely by Tomlinson Holding, Inc.; one initial statement of beneficial
ownership on Form 3 was not filed timely by Joseph Laupper; one initial
statement of beneficial ownership was not filed timely by Ulrich Ernst; one
initial statement of beneficial ownership was not filed timely by Berkshire
Capital Management and one initial statement of beneficial ownership and one
statement of changes in beneficial ownership on Form 5 covering one transaction
(such Form 5 representing a delinquent Form 4) were not filed timely by Erwin
Zimmerli.
ITEM 10. EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth certain information
for the years ended June 30, 1995, 1996 and 1997 concerning the cash and
non-cash compensation earned by or awarded to the Chief Executive Officer of the
Registrant, the three other most highly compensated executive officers of the
Registrant as of 1997 and the former Chairman of the Board of Directors:
Summary Compensation Table
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ --------------------------
FISCAL OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ----------------------------------------- ------ -------- ----- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ruedi G. Laupper 1997 $146,983 -- $15,000(2) 120,000(6) --
President and Chief Executive Officer 1996 $161,085 -- $15,000(2) -- --
Chairman of the Board of Directors 1995 $ 50,555(1) -- -- -- --
Josef Laupper 1997 $ 96,861 -- $12,000(2) -- --
Secretary, Treasurer 1996 $106,229 -- $12,000(2) -- --
1995 $ 50,555(1) -- -- -- --
Ueli Laupper 1997 -- -- -- -- --
Vice President International Sales (3) 1996 -- -- -- -- --
1995 -- -- -- -- --
Herbert Laubscher 1997 -- -- -- -- --
Chief Financial Officer (3) (4) 1996 -- -- -- -- --
1995 -- -- -- -- --
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Ulrich Ernst (5) 1997 $ 96,979 -- $10,000(2) -- --
1996 $ 98,197 -- $15,000(2) -- --
1995 -- -- -- -- --
</TABLE>
- ----------------------
(1) In 1995, the Registrant changed its fiscal year end from December 31 to
June 30. As a result, the Registrant had a fiscal year beginning on January
1, 1995 and ending on June 30, 1995. Accordingly, the salaries listed for
fiscal year 1995 were for a six-month period. The salaries for each of
Ruedi G. Laupper and Josef Laupper for the twelve-month period ending June
30, 1995 were $101,110 and $101,110 respectively.
(2) Fees for service on the Board of Directors of the Registrant.
(3) Compensation did not exceed $100,000 in any fiscal year.
(4) Herbert Laubscher joined the Registrant on August 2, 1996.
(5) Ulrich Ernst was Chairman of the Board of Directors from May, 1995 until
March 18, 1997.
(6) The options, which were fully vested on date of grant (6/13/97), were
issued in exchange for services to the Registrant as Chairman of the Board
of Directors.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following tables set forth certain information concerning the grant
of options to purchase shares of the Common Stock to each of the executive
officers of the Registrant, as well as certain information concerning the
exercise and value of such stock options for each of such individuals. Options
generally become exercisable upon issuance and expire no later than ten years
from the date of grant.
STOCK OPTIONS GRANTED IN FISCAL YEAR ENDED JUNE 30, 1997 (1)
<TABLE>
<CAPTION>
Percent
of Total
Number of Options
Securities Granted to Market
Underlying Employees Exercise or Price on
Options in Fiscal Base Price Date of Expiration
Name Granted Year Per Share Grant (4) Date
- -------------------- ---------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Ruedi G. Laupper 120,000(2) 30.4% $0.73(3) $2.94 6/13/02
Josef Laupper(5) __ __ __ __ __
Ueli Laupper(5) __ __ __ __ __
Herbert Laubscher(5) __ __ __ __ __
Ulrich Ernst(5)(6) __ __ __ __ __
</TABLE>
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(1) The options to purchase the Registrant's Common Stock were granted under
the Swissray International, Inc. 1996 Non-Statutory Stock Option Plan.
(2) These options were owned indirectly through SR Medical Equipment Ltd., a
corporation wholly owned by Mr. Laupper. They were immediately exercisable
on the date of grant.
(3) The exercise price per share is contingent on purchase of the entire amount
of Securities.
(4) The market price on date of grant was based on the average of the high and
low reported prices on the Nasdaq SmallCap Market on June 13, 1997.
(5) These individuals own no stock options of the Registrant.
(6) Mr. Ernst was Chairman of the Board of Directors from May, 1995 until March
18th, 1997.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES(1)
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL YEAR-END OPTIONS AT
(#) FISCAL YEAR-END ($)
Name EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------------------------- -------------------------- -------------------------
<S> <C> <C>
CEO Ruedi G. Laupper 120,000/0 (2) $1.79/0
Josef Laupper(3) 0/0 0/0
Ueli Laupper(3) 0/0 0/0
Herbert Laubscher(3) 0/0 0/0
Ulrich Ernst(3)(4) 0/0 0/0
</TABLE>
- ---------------
(1) No options were exercised by a Named Executive Officer during the fiscal
year ended June 30, 1997.
(2) Includes 120,000 options which are owned indirectly by Mr. Laupper through
SR Medical Equipment Ltd., a corporation which is wholly owned by Mr.
Laupper.
(3) These individuals own no stock options of the Registrant.
(4) Mr. Ernst was Chairman of the Board of Directors from May 1995 until March
18, 1997.
DIRECTOR COMPENSATION
Directors of the Registrant receive $10,000 annually for serving as
directors except for Josef Laupper, who receives $12,000 and Ruedi Laupper, the
Chairman of the Board of Directors, who receives $15,000. Ruedi Laupper also
received options to acquire 120,000 shares of the Registrant's common stock on
June 13, 1997 in exchange for services to the Registrant as Chairman of the
Board of Directors. The exercise price for such options is $.73 per share. The
options were fully vested on the date of grant.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of June 30, 1997 (except where otherwise noted)
with respect to (a) each person known by the Registrant to be the beneficial
owner of more than five percent of the outstanding shares of Common Stock, (b)
each director of the Registrant, (c) the Registrant's executive officers and (d)
all officers and directors of the Registrant as a group (except as indicated in
the footnotes to the table, all of such shares of Common Stock are owned with
sole voting and investment power):
<TABLE>
<CAPTION>
Number Percentage
of Shares of Shares
Beneficially Beneficially
Name of Beneficial Owner (1) Owned Owned
- --------------------------------- ------------ ------------
<S> <C> <C>
CEO Ruedi G. Laupper (2) 4,102,590 18.2%
Josef Laupper (3) 500,000 2.2%
Ulrich R. Ernst (4) (5) 500,000 2.2%
Erwin Zimmerli (6) 50,000 *
Ueli Laupper 0 --
Herbert Laubscher 0 --
Thomson Kernaghan & Co. Ltd. (7) 1,704,347 7.6%
--------- ----
All directors and officers as a group 5,152,590
<6 PERSONS>
</TABLE>
- ---------------
* Represents less than 1%.
(1) The address of each such person is c/o Swissray International, Inc., 200
East 32nd Street, Suite 34-B, New York, NY 10016.
(2) Includes (i) 300,000 shares owned indirectly by Mr. Laupper through SR
Medical Equipment Ltd., a corporation which is wholly owned by Mr. Laupper;
(ii) 3,682,590 shares owned indirectly by Mr. Laupper through Tomlinson
Holding, Inc., a corporation which is wholly owned by Mr. Laupper and (iii)
120,000 shares which may be acquired
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upon exercise of immediately exercisable options, which options are owned
indirectly by Mr. Laupper through SR Medical Equipment Ltd., a corporation
which is wholly owned by Mr. Laupper.
(3) Includes 500,000 shares owned indirectly by Mr. Laupper through Lairy
Investment Inc., a corporation of which Mr. Laupper is a majority
shareholder.
(4) Includes 500,000 shares owned indirectly by Mr. Ernst through a corporation
of which Mr. Ernst is a majority shareholder.
(5) Mr. Ernst was Chairman of the Board of Directors from May 1995 until March
18, 1997.
(6) Includes 50,000 shares which may be acquired upon exercise of immediately
exercisable options.
(7) Includes 1,704,347 shares which may be issued upon conversion of
previously-issued convertible debentures (the "Convertible Debentures")
assuming conversion based on the last reported sales price on October 17,
1997. Fifty percent of the Convertible Debentures are convertible into
shares of common stock of the Registrant at any time after November 3,
1997 and the remaining fifty percent of the Convertible Debentures are
convertible, into shares of common stock of the Registrant at any time
after December 3, 1997.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant issued 482,590 shares of Common Stock to a company
controlled by Ruedi G. Laupper pursuant to an agreement between Mr. Laupper and
the Registrant, dated as of June 30, 1997, in consideration of Mr. Laupper's
agreement to the temporary cancellation of 1,608,633 shares of Common Stock held
by Mr. Laupper or companies controlled by him to enable the Company to maintain
a sufficient number of shares of Common Stock to meet certain obligations of the
Company to issue Common Stock and to permit certain financings prior to the
increase of the number of authorized shares of Common Stock from 15,000,000 to
30,000,000.
The Company made unsecured advances to its former Chairman of the Board
of Directors (a principal stockholder) during the fiscal year ended June 30,
1997 requiring interest at 6% per annum. The balance at June 30, 1997 was
$69,587. Interest charged to the stockholder for the fiscal year ended June 30,
1997 was $3,460.
ITEM 13. EXHIBITS
(a) List of Exhibits
Exhibit No. Description
- ----------- -----------
10.2 1996 Swissray International Corporation, Inc. Non-Statutory
Stock Option Plan (Incorporated by reference to Exhibit 10.2
of the Company's Registration Statement on Form S-1,
Registration No. 333-38229, filed October 20, 1997).
10.6 Agreement, dated as of June 30, 1997, between the Registrant
and Ruedi G. Laupper (Incorporated by reference to Exhibit
10.6 of the Company's Registration Statement on Form S-1,
Registration No. 333-38229, filed October 20, 1997).
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.2 1996 Swissray International Corporation, Inc. Non-Statutory
Stock Option Plan (Incorporated by reference to Exhibit 10.2
of the Company's Registration Statement on Form S-1,
Registration No. 333-38229, filed October 20, 1997).
10.6 Agreement, dated as of June 30, 1997, between the Registrant
and Ruedi G. Laupper (Incorporated by reference to Exhibit
10.6 of the Company's Registration Statement on Form S-1,
Registration No. 333-38229, filed October 20, 1997).
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SWISSRAY INTERNATIONAL, INC.
By: / Ruedi G. Laupper /
--------------------
Ruedi G. Laupper, Chairman of the Board of
Directors, President & Chief Executive
Officer
Date: October 28, 1997
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
<TABLE>
<S> <C> <C>
/ Ruedi G. Laupper / Chairman of the Board of Dated: October 28, 1997
- -------------------- Directors, President & Chief
Ruedi G. Laupper Executive Officer
/ Josef Laupper / Secretary-Treasurer and a Director Dated: October 28, 1997
- -----------------
Josef Laupper
/ Herbert Laubscher / Chief Financial Officer Dated: October 28, 1997
- ---------------------
Herbert Laubscher
/ Ueli Laupper / Vice President and a Director Dated: October 28, 1997
- ----------------
Ueli Laupper
/ Dr. Erwin Zimmerli / Director Dated: October 28, 1997
- ----------------------
Dr. Erwin Zimmerli
</TABLE>
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