<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended June 30, 1999
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: 0-28790
MEDCARE TECHNOLOGIES, INC.
--------------------------
(exact name of registrant as specified in its charter)
DELAWARE 87-0429962 B
- -------- ------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 1210 - 1515 West 22nd Street, Oak Brook, Illinois 60523
- --------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 472-5300
--------------
Indicate by check mark whether the registrant: (1) has filed all reports
required 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 for the
past 90 days. Yes X No
-
The number of shares of the Registrant's Common Stock, $0.001 par value, as of
July 30, 1999: 7,831,160
---------
1
<PAGE>
MEDCARE TECHNOLOGIES, INC.
FORM 10-QSB, QUARTER ENDED JUNE 30, 1999
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
<TABLE>
<CAPTION>
<S> <C>
Consolidated Balance Sheet as of June 30, 1999 ............................. 3
Consolidated Statement of Operations for the Quarter Ended June 30, 1999 ... 4
Consolidated Statement of Cash Flows For The Quarter Ended June 30, 1999.... 5
Notes to Interim Consolidated Financial Statements ......................... 6
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
Item 2 Management's Discussion and Analysis ................................ 9
PART II OTHER INFORMATION
Item 1 Legal Proceedings ................................................... 12
Item 2 Changes in Securities and Use of Proceeds............................ 12
Item 3 Defaults Upon Senior Securities ..................................... 12
Item 4 Submission of Matters to a Vote of Security Holders ................. 12
Item 5 Other Information ................................................... 13
Item 6 Exhibits and Reports on Form 8-K..................................... 13
Signatures .......................................................... 13
</TABLE>
2
<PAGE>
Item I Financial Statements
- -----------------------------
MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
ASSETS 1999 1998
---- ----
<S> <C> <C>
Current Assets
- --------------
Cash $ 4,788,076 $ 2,826,086
Accounts Receivable, net of Allowance for Doubtful Accounts of
$40,144 and $45,165 442,869 271,240
----------- -----------
Total Current Assets 5,230,945 3,097,326
Property and Equipment, Net 350,643 283,630
Intangible Assets - the MedCare Program, net of
Accumulated Amortization of $102 and $68 898 932
----------- -----------
Total Assets $ 5,582,486 $ 3,381,888
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Accounts Payable $ 323,573 $ 260,142
Accrued Liabilities 121,615 209,601
----------- -----------
Total Current Liabilities 445,188 469,743
Redeemable Preferred Stock - Series B 4,632,515 0
Stockholders' Equity
- --------------------
Preferred Stock $.25 Par Value, Authorized 1,000,000; Issued
and outstanding, 50 Convertible Series A
at June 30, 1999 and December 31, 1998 12 12
Common Stock - $0.001 Par Value Authorized 100,000,000; Issued
and Outstanding, 7,831,160 and 7,825,105 Shares at
June 30, 1999 and December 31, 1998, respectively 7,831 7,825
Additional Paid in Capital 9,414,173 9,396,179
Retained Earnings (8,917,233) (6,491,871)
----------- -----------
Total Stockholders' Equity 504,783 2,912,145
----------- -----------
Total Liabilities and Equity $ 5,582,486 $ 3,381,888
=========== ===========
</TABLE>
3
<PAGE>
MEDCARE TECHNOLOGIES, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
<TABLE>
<CAPTION>
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/99 6/30/98 6/30/99 6/30/98
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 553,090 $ 151,815 $ 947,152 $ 378,823
General and Administrative Expenses 1,287,258 1,320,125 2,679,674 2,085,835
----------- ----------- ----------- -----------
Operating Loss (734,168) (1,168,310) (1,732,522) (1,707,012)
Interest Income 31,763 52,459 55,796 95,128
----------- ----------- ----------- -----------
Net Loss $ (702,405) $(1,115,851) $(1,676,726) $(1,611,884)
Less: Preferred Stock Deemed Dividends (748,636) 0 (748,636) 0
----------- ----------- ----------- -----------
Net Loss Available to Common Stockholders (1,451,041) (1,115,851) (2,425,362) (1,611,884)
Earnings Per Common Share & Common
Share Equivalents $ (0.19) $ (0.15) $ (0.31) $ (0.23)
Weighted Number of Common Shares Outstanding 7,831,160 7,229,869 7,830,582 7,115,464
</TABLE>
4
<PAGE>
MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
For the Six For the Six
Months Ended Months Ended
6/30/99 6/30/98
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities - Net Loss $(2,425,362) $(1,611,884)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
- -------------------------------------------------------------------------------
Preferred Deemed Dividends 748,636 0
Depreciation and Amortization 42,237 7,902
(Increase) Decrease in Accounts Receivable (171,629) (67,646)
(Increase) Decrease in Prepaid Expenses 0 62,313
(Increase) Decrease in Security Deposits 0 (650)
(Increase) Decrease in Escrow Funds 0 (1,650,000)
Increase (Decrease) in Accounts Payable and Accrued Liabilities (24,555) 119,524
----------- -----------
Total Adjustments 594,689 (1,528,557)
Net Cash Used by Operating Activities (1,830,673) (3,140,441)
Cash Flow from Investing Activities:
- ------------------------------------
Purchase of Property & Equipment (109,216) (117,983)
----------- -----------
Net Cash Flows from Investing Activities (109,216) (117,983)
Cash Flow from Financing Activities
- -------------------------------
Proceeds from sale of common stock 18,000 1,308,001
Proceeds from escrow funds 0 1,650,000
Proceeds from Series B Preferred Stock Issuance (net of issuance costs) 3,883,879 0
Advances (Repayments) to Officers 0 (1,000)
----------- -----------
Net Cash Provided by Financing Activities 3,901,879 2,957,001
Increase (Decrease) in Cash and Cash Equivalants $1,961,990 $(301,423)
Cash and Cash Equivalants at Beginning of Period $2,826,086 $3,440,791
Cash and Cash Equivalants at End of Period $4,788,076 $3,139,368
Supplemental Information
Cash Paid for:
Interest 0 0
Income taxes 0 0
</TABLE>
5
<PAGE>
MEDCARE TECHNOLOGIES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
NOTE 1. Statement of Information Furnished
- ------------------------------------------
The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with Form l0QSB instructions and in the opinion of
management contains all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of June 30,
1999, the results of operations for the three and six month periods ended June
30, 1999, and the statement of cash flows for the six months period ended June
30, 1999. These results have been determined on the basis of generally accepted
accounting principles and practices and applied consistently with those used in
the preparation of the Company's 1998 Annual Report on Form 10-KSB.
Certain information and footnote disclosures normally included in the
financial statements presented in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that the accompanying
consolidated financial statements be read in conjunction with the financial
statements and notes thereto incorporated by reference in the Company's 1998
Annual Report on Form 10-KSB.
NOTE 2. Series B Preferred Stock
- --------------------------------
On May 18, 1999, the Company, pursuant to Regulation D, Rule 506, issued
400 shares of Series B preferred stock (par value $0.25) (the "Series B
Preferred") and related warrants described below for $4,000,000 ($10,000 per
share). The key provisions regarding the issuance and conversion of Series B
Preferred are as follows:
Dividends
The holders of the Series B Preferred shall be entitled to receive a 6.0%
annual dividend, which shall be cumulative and which shall accrue daily from the
date of issuance and be payable, at the option of the Company, either (i) in
shares of Common Stock upon conversion of the Series B Preferred or (ii) in
cash.
Conversion by Holders
Subject to the limitations discussed below, each share of the Series B
Preferred shall be convertible into shares of Common Stock at a variable
conversion rate (the "Conversion Rate") equal to the Conversion Amount (defined
below) divided by the applicable Conversion Price (defined as follows). The
"Conversion Price" is the lesser of (i) the fixed conversion price (the "Fixed
Conversion Price"), which is $7.80 or (ii) the variable conversion price (the
"Variable Conversion Price"). The Variable Conversion Price is the lower of (a)
the closing bid price on the day the holder delivers the required notice of his
intention to convert to the Company or (b) the average of the 10 lowest closing
bid prices in the 40 trading days immediately preceding the date such notice is
given. The "Conversion Amount" is defined as $10,000, plus any stock dividends
6
<PAGE>
that have accrued but have not been paid out, plus any default interest (equal
to 15%) for dividends which the Company has elected to pay in cash but has
failed to pay on a timely basis. The above formula may or may not result in the
common stock being issued at a discount to the current market price.
The investors' right to convert the Series B Preferred is limited as
follows. From the date of issuance (May 18, 1999) of the Series B Preferred
through and including the date which is 120 days after the date of issuance, no
shares of the Series B Preferred may be converted. From 121 days after the date
of issuance through the date which is 150 days after the date of issuance, the
Investors may convert up to 1/3 of their shares. From 151 days after the date of
issuance through the date which is 180 days after the date of issuance, the
investors may convert up to 2/3 of their shares. From the date which is 181 days
following the date of issuance through the expiration date of the Series B
Preferred (5 years after the date of issuance), the investors may convert up to
all of their shares. The foregoing restrictions do not apply if certain events
occur.
Adjustment of Conversion Price
The Conversion Price of the Series B Preferred is subject to customary
anti-dilution provisions which take effect upon such events as the issuance by
the Company of Common Stock, options or other convertible securities, the
subdivision or combination of outstanding shares of Common Stock of the Company,
the recapitalization, merger or other reorganization of the Company, or any
other similar events. However, no such adjustment will be made unless the
adjustment would result in a cumulative increase or decrease of at least 1% in
the Conversion Price.
Mandatory Conversion
The shares of Series B Preferred mature five years after they are issued,
and any shares the Series B Preferred left outstanding on the applicable
maturity date are automatically converted into shares of Common Stock.
Redemption at the Option of Investors
Each outstanding share of the Series B Preferred is redeemable, at the
option of the Investors, in the event of any of the following transactions (each
a "Major Transaction"): (i) the consolidation, merger or other business
combination of the Company, (ii) the sale or transfer of all or substantially
all of the Company's assets or (iii) a purchase, tender or exchange offer made
to and accepted by the holders of more than 50% of the outstanding shares of
Common Stock, provided that such Major Transaction shall have occurred or have
been the subject of a public announcement during the period beginning on the
date of issuance and ending on the later of (a) the first anniversary of the
date of issuance and (b) the date which is 270 days after the effective date of
the Registration Statement relating to the applicable shares. In the event of a
Major Transaction, the redemption price per share shall be the greater of (i)
115 % of the Liquidation Amount (as defined below) and (ii) the product of (a)
the applicable Conversion Rate and (b) the closing bid price on the date of the
public announcement of the event. The "Liquidation Amount" is equal to $10,000
plus any stock dividends that have accrued but have not been paid out, plus
7
<PAGE>
any default interest (equal to 15% per annum) for dividends which the Company
has elected to pay in cash but has failed to pay on a timely basis.
In addition, in the event of the occurrence of certain events (the
"Triggering Events"), including the failure of the Registration Statement to be
declared effective within 180 days of the date of issuance, the delisting of the
Common Stock for a period of five consecutive days and the Company's breach of
any representations, warranties or covenants in the Documents, the Investors
have the right to require the Company to redeem all or a portion of such
Investor's Series B Preferred. The redemption price per share is the same as the
redemption price per share in the event of a Major Transaction.
Warrants
Along with the Series B Preferred, the Company issued common stock warrants
to the investors. Subject to the vesting schedule described below, each warrant
entitles its holder to 200 shares of Common Stock for (i) each issued share of
the Series B Preferred held on the applicable vesting date and (ii) each share
of the Series B Preferred converted prior to the applicable vesting date at the
Fixed Conversion Price. The Warrants expire five years after they are issued.
The vesting dates of the Warrants are (i) the date which is 120 days after the
date of issuance of the applicable Series B Preferred Shares; (ii) the date
which is 300 days after the date of issuance of the applicable Series B
Preferred Shares and (iii) the date which is 480 days after the date of issuance
of the applicable Series B Preferred Shares. The exercise price of each Warrant
is 125% of the average of the closing bid prices of the Company's Common Stock
for the five consecutive trading days immediately preceding the applicable
vesting date.
Investor Call Option
For every (i) unconverted Series B Preferred share held by the investors on
the first anniversary of the closing and (ii) preferred share converted at the
Fixed Conversion Price prior to the first anniversary of the closing, the
investors have the right to subscribe for an additional preferred share and
related warrants under the same terms and conditions of the original closing
(revised to reflect the Company's then current common stock market price). Each
investor may exercise this right only at such time when the closing market price
of the Company's common stock is greater than the Fixed Conversion Price.
Accounting Treatment
Preferred shares that are redeemable only in the event of a contingency
must be classified as redeemable even if the occurrence of the contingency is
deemed remote. Since the redemption of the securities could possibly occur
through a Major Transaction, the Company has accounted for these securities as
redeemable securities and accreted to the redemption amount of 115% of the
Liquidation Value. The accretion reduced income applicable to common
shareholders and is disclosed separately from income applicable to common
shareholders on the face of the income statement.
8
<PAGE>
Item 2 Management's Discussion and Analysis of Financial Condition and Results
- ------------------------------------------------------------------------------
of Operations
- -------------
When used in this discussion, the words "believes", "anticipates",
"expects" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by the Company which attempt to advise interested
parties of the factors which affect the Company's business, in this report, as
well as the Company's periodic reports on Forms 10-KSB, 10QSB and 8-K filed with
the Securities and Exchange Commission.
Overview
- --------
During 1998, the Company engaged in only one type of business, the offering
of the MedCare Program, as described below. On January 21, 1999, the Company
formed a new, wholly owned subsidiary of the Company, Medcareonline.com, Inc. In
January 1999, the Company, through Medcareonline.com, inc., announced its
intention to offer a comprehensive healthcare portal offering adult gender
specific health information. As of June 30, 1999, the Company has not generated
any revenues from Medcareonline.com.
The "MedCare Program" is a discrete package of equipment, software and
services developed by MedCare to assist physicians in providing non-
pharmaceutical, non-invasive treatment to patients suffering from urinary
incontinence ("UI") and other pelvic disorders, including pelvic pain, chronic
constipation, fecal incontinence and disordered defecation. The MedCare Program
is used by physicians to support a treatment plan based primarily on behavioral
modification techniques such as electromyography ("EMG") biofeedback, pelvic
floor muscle exercise, and bladder and bowel retraining. Utilizing the MedCare
Program, physicians help patients activate and strengthen the various sensory
response mechanisms that maintain bladder and bowel control. Therapy is provided
through computerized instrumental EMG biofeedback and is based on operant
conditioning strategies whereby specific physiological responses are
progressively shaped, strengthened and coordinated. The MedCare Program is
available through the practices of physicians, either in a private office,
clinic, or a hospital setting.
To date, the Company has not received significant revenues due to the early
stage nature of the Company's business and has incurred ongoing operating losses
due to costs related to research, business development, website development,
management and staff recruitment, establishing training systems and providing
ongoing training, development of advertising and marketing programs, and other
costs associated with establishing corporate infrastructure necessary for
contracting with additional physicians for utilization of the MedCare Program on
a national basis. Although planned principal operations have commenced,
substantial revenues have yet to be realized.
9
<PAGE>
Results of Operations
- ---------------------
Revenues. The Company experienced a 264% increase in revenues over last
year's second quarter results with revenues of $553,090 and $151,815 for the
three months ended June 30, 1999 and 1998, respectively. Revenues for the six
month period ended June 30, 1999 increased 150% from $378,823 in 1998 to
$947,152. As of June 30, 1999, the Company had 40 MedCare Program sites
established versus 19 sites as of June 30, 1998. The Company has also introduced
a new version of the MedCare Program to physicians which requires each new
physician to share the up front costs, pay the clinician's salary and pay
MedCare a set monthly management fee. Under the new version, the physician
enjoys a potentially higher revenue stream, while at the same time allows
MedCare to reach a greater number of doctors that were previously excluded from
the MedCare Program.
To date, the Company has not relied on any revenues for funding. During the
next several years, the Company expects to derive the majority of its potential
revenues from the commencement of operations of the MedCare Program at
additional sites in the United States, and possibly select foreign markets. In
addition, during 1999, the Company expects to begin generating revenue from the
sale of advertising from its new wholly-owned subsidiary, Medcareonline.com.
General and Administrative Expenses. During the three months ended June 30,
1999, the Company incurred $1,287,258 in general and administrative expenses, a
decrease of 2% from second quarter 1998 expenses of $1,320,125. General and
administrative expenses for the six month period ended June 30, 1999 increased
28% from $2,085,835 to $2,679,674. The decrease in the second quarter is
primarily attributable to lower advertising costs, bad debt expenses and a one-
time penalty assessed last year associated with the registration of the Series A
preferred stock. This decrease was offset by additional salary and operating
expenses related to the additional MedCare sites open in 1999 versus 1998.
Interest Income. Interest income was $31,763 and $52,459 for the quarters
ended June 30, 1999 and 1998, respectively. Interest income for the six month
period ended June 30, 1999 decreased from $95,128 to $55,796. The decrease is
primarily attributable to the lower amount of cash invested in interest bearing
accounts earlier in 1999. Interest earned in the future will be dependent on
Company funding cycles and prevailing interest rates.
Preferred Stock Deemed Dividend. In the second quarter of 1999, the
Company, pursuant to Regulation D, Rule 506, issued 400 shares of Series B
preferred stock (par value $0.25) and related warrants for $4,000,000 ($10,000
per share). The Company has accounted for these securities as redeemable
securities and accreted to the redemption amount of 115% of the Liquidation
Value resulting in a reduction to income available to common shareholders of
$748,636. See Note 2 to the financial statements for additional details
regarding this transaction.
Provision for Income Taxes. As of June 30, 1999, the Company's accumulated
deficit was $8,917,233. Accordingly, the Company has recorded a full valuation
allowance against any income tax benefit to date.
10
<PAGE>
Liquidity and Capital Resources
- -------------------------------
As of June 30, 1999, the Company's cash balance was $4,788,076 compared to
$2,826,086 as of December 31, 1998. On May 18, 1999, the Company, pursuant to
Regulation D, Rule 506, issued 400 shares of Series B preferred stock (par value
$0.35) and related warrants for $4,000,000 ($10,000 per share). See Note 2 of
the financial statements for additional details. The Company has financed its
operations primarily through private placement of Common Shares, Preferred
Shares and the exercise of Stock Options.
The Company's future funding requirements will depend on numerous factors.
These factors include the Company's ability to establish and profitably operate
current and future MedCare Program locations, recruit and train qualified
management and clinical personnel, compete against any potential technological
advances in the treatment of urinary incontinence and other afflictions of the
pelvic floor area, and the Company's ability to compete against other better
capitalized corporations who offer alternative or similar treatment options for
urinary incontinence and other afflictions of the pelvic floor area.
Due to the "start up" nature of the Company's business, the Company expects
to incur losses as it expands its business. The Company may raise additional
funds through private or public equity investment in order to expand the range
and scope of its business operations. The Company may seek access to the private
or public equity but there is no assurance that such additional funds will be
available for the Company to finance its operations on acceptable terms, if at
all.
11
<PAGE>
PART II -- OTHER INFORMATION
Item 1 Legal Proceedings
- ------------------------
None
Item 2 Changes in Securities
- ----------------------------
On May 18, 1999, the Company, pursuant to Regulation D, Rule 506, issued
400 shares of Series B preferred stock (par value $0.25) (the "Series B
Preferred") and related warrants described below for $4,000,000 ($10,000 per
share). The Series B preferred stock was sold to six accredited investors and no
unaccredited investors. The key provisions regarding the issuance and conversion
of Series B Preferred are as follows:
Dividends
The holders of the Series B Preferred shall be entitled to receive a 6.0%
annual dividend, which shall be cumulative and which shall accrue daily from the
date of issuance and be payable, at the option of the Company, either (i) in
shares of Common Stock upon conversion of the Series B Preferred or (ii) in
cash.
Conversion by Holders
Subject to the limitations discussed below, each share of the Series B
Preferred shall be convertible into shares of Common Stock at a variable
conversion rate (the "Conversion Rate") equal to the Conversion Amount (defined
below) divided by the applicable Conversion Price (defined as follows). The
"Conversion Price" is the lesser of (i) the fixed conversion price (the "Fixed
Conversion Price"), which is $7.80 or (ii) the variable conversion price (the
"Variable Conversion Price"). The Variable Conversion Price is the lower of (a)
the closing bid price on the day the holder delivers the required notice of his
intention to convert to the Company or (b) the average of the 10 lowest closing
bid prices in the 40 trading days immediately preceding the date such notice is
given. The "Conversion Amount" is defined as $10,000, plus any stock dividends
that have accrued but have not been paid out, plus any default interest (equal
to 15%) for dividends which the Company has elected to pay in cash but has
failed to pay on a timely basis. The above formula may or may not result in the
common stock being issued at a discount to the current market price.
The investors' right to convert the Series B Preferred is limited as
follows. From the date of issuance (May 18, 1999) of the Series B Preferred
through and including the date which is 120 days after the date of issuance, no
shares of the Series B Preferred may be converted. From 121 days after the date
of issuance through the date which is 150 days after the date of issuance, the
Investors may convert up to 1/3 of their shares. From 151 days after the date of
issuance through the date which is 180 days after the date of issuance, the
investors may convert up to 2/3 of their shares. From the date which is 181 days
following the date of issuance through the expiration date of the Series B
Preferred (5 years after the date of issuance), the investors may convert up to
all of their shares. The foregoing restrictions do not apply if certain events
occur.
Adjustment of Conversion Price
The Conversion Price of the Series B Preferred is subject to customary
anti-dilution provisions which take effect upon such events as the issuance by
the Company of Common Stock, options or other convertible securities, the
subdivision or combination of outstanding shares of Common Stock of the Company,
the recapitalization, merger or other reorganization of the Company, or any
other similar events. However, no such adjustment will be made unless the
adjustment would result in a cumulative increase or decrease of at least 1% in
the Conversion Price.
Mandatory Conversion
The shares of Series B Preferred mature five years after they are issued,
and any shares of the Series B Preferred left outstanding on the applicable
maturity date are automatically converted into shares of Common Stock.
Redemption at the Option of Investors
Each outstanding share of the Series B Preferred is redeemable, at the
option of the Investors, in the event of any of the following transactions (each
a "Major Transaction"): (i) the consolidation, merger or other business
combination of the Company, (ii) the sale or transfer of all or substantially
all of the Company's assets or (iii) a purchase, tender or exchange offer made
to and accepted by the holders of more than 50% of the outstanding shares of
Common Stock, provided that such Major Transaction shall have occurred or have
been the subject of a public announcement during the period beginning on the
date of issuance and ending on the later of (a) the first anniversary of the
date of issuance and (b) the date which is 270 days after the effective date of
the Registration Statement relating to the applicable shares. In the event of a
Major Transaction, the redemption price per share shall be the greater of (i)
115% of the Liquidation Amount (as defined below) and (ii) the product of (a)
the applicable Conversion Rate and (b) the closing bid price on the date of the
public announcement of the event. The "Liquidation Amount" is equal to $10,000
plus any stock dividends that have accrued but have not been paid out, plus any
default interest (equal to 15% per annum) for dividends which the Company has
elected to pay in cash but has failed to pay on a timely basis.
In addition, in the event of the occurrence of certain events (the
"Triggering Events"), including the failure of the Registration Statement to be
declared effective within 180 days of the date of issuance, the delisting of the
Common Stock for a period of five consecutive days and the Company's breach of
any representations, warranties or covenants in the Documents, the Investors
have the right to require the Company to redeem all or a portion of such
Investor's Series B Preferred. The redemption price per share is the same as
the redemption price per share in the event of a Major Transaction.
Warrants
Along with the Series B Preferred, the Company issued common stock warrants
to the investors. Subject to the vesting schedule described below, each warrant
entitles its holder to 200 shares of Common Stock for (i) each issued share of
the Series B Preferred held on the applicable vesting date and (ii) each share
of the Series B Preferred converted prior to the applicable vesting date at the
Fixed Conversion Price. The Warrants expire five years after they are issued.
The vesting dates of the Warrants are (i) the date which is 120 days after the
date of issuance of the applicable Series B Preferred Shares; (ii) the date
which is 300 days after the date of issuance of the applicable Series B
Preferred Shares and (iii) the date which is 480 days after the date of issuance
of the applicable Series B Preferred Shares. The exercise price of each Warrant
is 125% of the average of the closing bid prices of the Company's Common Stock
for the five consecutive trading days immediately preceding the applicable
vesting date.
Investor Call Option
For every (i) unconverted Series B Preferred share held by the investors on
the first anniversary of the closing and (ii) preferred share converted at the
Fixed Conversion Price prior to the first anniversary of the closing, the
investors have the right to subscribe for an additional preferred share and
related warrants under the same terms and conditions of the original closing
(revised to reflect the Company's then current common stock market price). Each
investor may exercise this right only at such time when the closing market price
of the Company's common stock is greater than the Fixed Conversion Price.
Use of Proceeds
The Company will use the net proceeds of $3,883, 879 for the expansion of
its MedCare program to additional sites, working capital and potential
acquisitions. Currently, there are no specific acquisitions identified. The
effective date of the S-3 registration statement (file no. 333-81219) for the
Common Stock underlying the Series B Preferred Stock was July 9, 1999.
Item 3 Defaults Upon Senior Securities
- --------------------------------------
None
Item 4 Submission of Matters to a Vote of Security Holders
- ----------------------------------------------------------
The annual meeting of shareholders of Medcare Technologies, Inc. was held on
June 30th, 1999. Shareholders holding 7,052,712 shares or 90% of the outstanding
shares were represented at the meeting in person or by proxy. Matters submitted
at the meeting for vote by the shareholders were as follows:
a. Election of Directors
The following were elected to serve as directors of the Company for a term
of one year:
<TABLE>
<CAPTION>
Shares Shares Shares
------ ------ ------
For Against Abstaining
--- ------- ----------
<S> <C> <C> <C>
Harmel S. Rayat 6,970,605 53,323 28,784
Jeff Aronin 6,959,195 65,803 27,714
Michael M. Blue 6,977,311 48,497 26,904
Greg Wujek 6,968,977 52,547 31,188
Alan Jagiello 6,959,841 58,778 34,093
</TABLE>
b. Series B Preferred Stock Transaction
Shareholders approved the issuance of shares of the Company's common stock
upon conversion of the Company's Series B Convertible Preferred Stock and
exercise of related warrants to acquire shares of common stock, all on the
terms and conditions set forth in the Securities Purchase Agreement, dated
as of May 18, 1999, between the Company and certain investors by a vote of
4,577,616 shares for, 128,775 shares against, 54,650 shares abstaining and
2,291,671 broker non-votes.
c. Ratify appointment of independent auditor for fiscal year ending
December 31, 1999
12
<PAGE>
Shareholders ratified the appointment of Arthur Andersen, LLP as the
Company's independent auditor for the fiscal year ending December 31, 1999
by a vote of 6,984,024 shares for, 39,310 shares against, 27,378 shares
abstaining, and 2,000 broker non-votes.
d. Company's 2000 Stock Option Plan
Shareholders approved a proposal to adopt the Company's 2000 Stock Option
Plan and the reservation of 2,000,000 shares of common stock for issuance
thereunder by a vote of 4,459,262 shares for, 244,605 shares against,
53,474 shares abstaining, and 2,295,371 broker non-votes.
Item 5 Other Information
- ------------------------
None
Item 6 Exhibits and Reports on Form 8-K
- ---------------------------------------
On May 15, 1999, the Company filed a Form 8-K to disclose that it had dismissed
Clancy and Co., P.L.L.C., as its independent public accountants and appointed
Arthur Andersen LLP.
On June 2, 1999, the Company filed a Form 8-K to disclose that it had issued 400
shares of Series B preferred stock (par value $0.25) and related warrants for
$4,000,000 ($10,000 per share).
Signature Page
- --------------
Pursuant to the requirements of section 13 or 15(d) 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.
MEDCARE TECHNOLOGIES, INC.
/s/ Jeffrey S. Aronin
---------------------
Jeffrey S. Aronin
CEO and President
/s/ Alan Jagiello
-----------------
By Alan Jagiello
CFO
Dated: August 4, 1999
13
