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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT ON FORM 10-KSB/A - No. 1
[X] Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended March 31, 1997
Commission File No. 33-80659
COMPARE GENERIKS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-3289396
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(State of or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
300 Oser Avenue
Hauppauge, New York 11788
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(Address of Principal (Zip Code)
Executive Officers)
Registrant's telephone number, including area code: (800) 342-6555
Securities registered pursuant to Section 12(b) of the Act: None.
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Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.0001 per share
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(Title of Class)
Units consisting of two (2) shares of common stock, par value $.0001 per share
and one (1) Class A Redeemable Common Stock Purchase Warrant
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(Title of Class)
Class A Redeemable Common Stock Purchase Warrant
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of the 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. [X]
Issuer's revenues for its most recent fiscal year were $2,289,629.
The aggregate market value of the voting stock held by non-affiliates
of the Registrant, computed by reference to the closing price of such stock as
of June 20, 1997, was approximately $17,505,000.
Number of shares outstanding of the issuer's common stock, as of June
20, 1997 was 3,890,000.
See Page 15 for Exhibits
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PART 1
Item 1. BUSINESS
General
Compare Generiks, Inc., a Delaware corporation (the "Company" or
"CGI"), was formed on April 25, 1995 with the name Lesser Paul, Inc. ("LPI").
LPI changed its name to CGI on November 13, 1995. The Company is engaged in the
distribution, marketing and sale of dietary supplements and over-the-counter
nonprescription pharmaceuticals ("OTCs"). The Company distributes its products
under Company owned trademarks through direct sales to major wholesalers,
particularly those that service convenience stores, drug stores, discount
department stores, wholesale clubs, petroleum marketers, hospital gift shops and
airport gift shops supported by a sophisticated broker network.
Acquisitions/Disposals
On October 31, 1995, the Company acquired from PDK Labs Inc., a New
York corporation ("PDK"), certain assets and rights relating to the "Energex
Plus" product line ("Energex Plus") including all interest in the Energex Plus
market, customer list, trade secrets, trademarks and trade names, including the
use of the trade name "Energex Plus" (the "Energex Assets"). In addition, on
October 31, 1995, the Company also acquired from PDK all of the assets and
rights relating to the "Compare Generiks" product line ("Compare Generiks")
which was developed by PDK, except for such rights relating to sales by direct
mail (the "Compare Generiks Assets"). The Compare Generiks Assets include
customer lists, trade secrets, trademarks and trade names, including the use of
the trade name "Compare Generiks" and a mechanical counter display for which
there is a patent application pending for a display unit. The Energex Assets and
the Compare Generiks Assets and all of PDK's rights relating thereto, except in
relation to sales by direct mail of the Compare Generiks product line, form the
core of the Company's business.
On May 31, 1996, the Company acquired 500,000 shares of common stock,
par value $.0001 per share, of Superior Supplements, Inc., a Delaware
corporation ("SSI"), (i) for a cash consideration of $100,000, and (ii) in
consideration of the issuance of 200,000 shares of common stock of the Company.
Supply and Licensing Agreements
On October 31, 1995, the Company entered into a supply agreement with
PDK. The agreement was amended in December 1996 and provides for PDK to supply
the Company certain products at prices based on PDK's material cost plus a
specified mark-up.
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On May 31, 1996, the Company entered into an exclusive supply agreement
with SSI, pursuant to which SSI agreed to supply the Company with all of the
Company's requirements for vitamins on an exclusive basis (other than any
vitamins sold under the "Energex" trade mark or as part of the "Energex" product
line) for a three (3) year period, renewable for successive one (1) year periods
thereafter.
On March 24, 1997, the Company entered into an exclusive supply and
licensing agreement (the "Agreement")with PDK, pursuant to which PDK granted the
Company an exclusive license to use the trade marks "Max Brand" and "HeadsUp"
brands of OTCs and the exclusive right to distribute products bearing such
names. The Agreement has a five year term which automatically renews for
successive periods of one year and provides for PDK to supply the Company with
"Max Brand" and "Heads Up" products at prices based on PDK's material cost plus
50%. In consideration for this Agreement, the Company agreed to pay an annual
license fee of $500,000 to PDK. This fee is payable, at the option of the
Company, either in cash or in shares of the Company's common stock.
On May 5, 1997, the Company entered into a marketing agreement with a
pharmaceutical distributor (the "Distributor"), pursuant to which the
Distributor will market the Company's "Max Brand" and "Heads Up" products for a
period of two years, renewable for successive periods of one year. The
Distributor will earn a marketing fee equal to the difference between (i) the
price of the products sold and (ii) an amount equal to 200% of the material cost
of the products, as defined.
Products and Development
The Company develops and sells products for its own Energex Plus and
Compare Generiks lines and distributes products in the Max Brand and HeadsUp
lines. Its products include dietary supplements and OTCs. Each product category
contains numerous different dosage sizes and various and unique combinations of
ingredients. These product groups include Acti-Tab, Non-Aspirin Extra Strength,
Ibuprofen, Non-Aspirin (325 mg), Micro Coated Aspirin (325 mg), Adult Strength
Pain Reliever, Non-Aspirin Sinus Relief, Nasal Decongestant, Night Cough Relief,
Day Cough Relief, Complete Allergy Relief, Ex-Pain and Multi-Symptom Cold
Formula.
The Company markets its nonprescription products under its Compare
Generiks, Max Brand and Heads Up brand names. These products contain active
ingredients which are identical to those contained in nonprescription products
sold under national and regional brand names, private label brands, local and
regional products sold by other national and regional direct mail markets. For
instance, the Company's tablets and capsules are similar to Actifed(R), Tylenol
Extra Strength(R), Advil(R), Tylenol Regular Strength(R), Bayer (325 mg)(R),
Anacin(R), Tylenol Sinus Formula(R), Sudafed (30 mg)(R), Nyquil(R), Dayquil(R),
Comtrex(R), Excedrin(R) and Benadryl(R).
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The Company only sells over-the-counter products which have been proven
to be generally recognized to be safe and effective for the intended uses.
Proposed rules issued by the Food and Drug Administration have established,
after an expanded review of all over-the-counter products, those
over-the-counter drugs that will be generally recognized as safe and effective
and not misbranded.
For its sales of vitamins and nutritional supplements to retailers, the
Company employs a multi-brand strategy and associated marketing efforts designed
to access several different classes of trade. The Company's marketing strategy
with respect to each of its brands is directed at the ultimate retail consumer,
with an emphasis on the educated consumer. The Company provides a wide product
selection for the consumer, attractive price points, clear and informative
labeling, safety-conscious packaging and thoughtful shelf organization for
easier product selection. The Company works closely with retailers to help them
optimize the performance of their dietary supplement products and
over-the-counter pharmaceutical departments, including providing retailers with
various types of merchandising assistance to maintain the inventory and
appearance of the dietary supplement products and over-the-counter
pharmaceutical sections of their stores, sophisticated plan-o-grams which map
out the shelf displays and shelf marketing strategies, point-of-sale displays
and topical informational materials.
The Company is expanding its vitamin and nutritional supplement line of
products. The products to be introduced include Joint Support, Pressur-Lo and
Bright Eyes. The Company anticipates introduction of these products to occur in
the second quarter of fiscal year end March 31, 1998.
The Company introduces new products in response to anticipated consumer
trends. Product concepts are generally developed by the Company's management,
key employees and consultants. Since the Company acquired the Energex Assets and
the Compare Generiks Assets, the Company has not incurred any expenses which
have been allocated to such research and development.
Marketing and Advertising
The Company markets its products to retail and wholesale customers
through in-store demonstrations, point of purchase displays, promotional
literature, direct salespersons, sales agents and manufacturer's
representatives. Advertising is through trade magazines, newspapers, in-store
flyers, radio and distributors catalogs. The Company offers placement allowances
and quarterly rebates which insure continued placement and reorders.
Manufacturing and Suppliers
The Company has purchased essentially all of its products from PDK
pursuant to a Supply Agreement dated October 31, 1995, as amended, pursuant to
an amendment dated as of
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December 13, 1996, and an Exclusive Supply and Licensing Agreement dated March
24, 1997. In addition, in May 1996 the Company entered into an Exclusive Supply
Agreement with SSI for certain vitamin and nutritional supplements. Although the
Company believes that other sources are available for such products, there can
be no assurance that the Company would be able to replace these products, or
obtain new suppliers, in the event the Company was no longer able to obtain
products from PDK or SSI. Even if the Company is able to develop alternative
product sources, there can be no assurance that it can do so without material
delay or on a cost effective basis at prices similar to those paid to PDK or
SSI. As a result, any interruption or discontinuance of supplies from PDK or SSI
could result in considerable expense, delay the Company's operations and ability
to deliver products, and have a material adverse effect on the Company.
Competition
The market for dietary supplements and over-the-counter pharmaceutical
products is highly competitive in each of the Company's existing and anticipated
product lines and methods of distribution. Numerous manufacturers and
distributors compete with the Company for customers throughout the United States
and internationally in the packaged dietary supplement and over-the-counter
pharmaceutical industry selling products to retailers, such as mass
merchandisers, drug store chains, independent drug stores and health food
stores. Many of the Company's competitors are substantially larger and more
experienced than the Company, have longer operating histories and have
materially greater financial and other resources than the Company (although no
implication is intended hereby regarding the Company's industry ranking in
comparison to such competitors). Many of these competitors are private
companies, and therefore, the Company cannot compare its revenues with respect
to the sales volume of each competitor. The Company's significant competitors
include Perrigo Company and Rexall Sundown, Inc. both of whom have longer
operating histories and materially greater financial and other resources than
the Company.
Although certain of the Company's competitors are substantially larger
than the Company and have greater financial resources, the Company believes that
it competes favorably with other vitamin and nutritional supplement companies
because of its access to products, competitive pricing, quality of products,
sales support and diverse product line.
Trademarks and Service Marks
The trademarks Energex Plus and Compare Generiks and an application for
a mechanical patent for the Compare Generiks tablet display and dispenser are
the property of the Company and have been assigned to the Company by PDK. The
trademarks have been registered and a patent application filed with the United
States Patent and Trademark Office ("PTO"). The trademarks Max Brand and HeadsUp
have been licensed to the Company by PDK under an exclusive licensing agreement
(the "Agreement"). In consideration for this Agreement, the Company agreed to
pay an annual license fee of $500,000 to PDK. This fee is payable, at the
option of the Company, either in cash
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or in shares of the Company's common stock. To the Company's knowledge, the
Company has the common law right to use such trademarks on, and the mechanical
patent with, its products and in the marketing of its services. The Company has
retained trademark counsel and a patent agent and presently intends to make all
appropriate filings and registrations and take all other actions necessary, to
protect all of its intellectual property rights.
Management and Employees
As of June 20, 1997, the Company employed a total of six (6) employees
on a full time basis (three (3) employees in sales and marketing and three (3)
people in administration and finances).
The Company has experienced no work stoppages and considers its
employee relations to be satisfactory. The Company's employees are not
represented by a labor union.
Government Regulation
The Company's products and/or its business operations are subject to
regulation by one or more federal agencies, including The United States Postal
Service, the Federal Trade Commission ("FTC"), the Food and Drug Administration
("FDA"), the Consumer Product Safety Commission and the United States Department
of Agriculture. The FDA in particular, is primarily responsible for regulation
of the labeling, manufacture and sale of vitamins and mineral supplements which
the FDA believes to be unapproved drugs or food additives rather than food
supplements. The Company's activities are also regulated by various agencies of
the states and localities in which the Company's products are sold.
The Company markets vitamins, minerals, herbs, amino acids and other
similar nutritional substances ("dietary supplements"), and over-the-counter
("OTC") drug products. These products are primarily regulated by the FDA under
the auspices of the Federal Food, Drug and Cosmetic Act (the "FFDCA"). Under the
FFDCA, most dietary supplements are currently regulated as foods, which require
no approval from the FDA prior to marketing. Therefore, the regulation of
dietary supplements is far less restrictive than that imposed upon manufacturers
and distributors of prescription drugs. Dietary supplements, however, must be
labeled correctly to avoid being misbranded under the FFDCA. Health claims made
by vitamin and dietary supplement companies with respect to their products are
specifically regulated by the FDA. If such products make unapproved health
claims, the FDA may consider them to be unapproved drugs, which require approval
by the FDA prior to marketing.
Some of the products marketed by the Company are classified as OTC
drugs. Under the FFDCA, drugs are deemed by the FDA either to be drugs which
require approval by the FDA prior to marketing ("new drugs"), or drugs which do
not require approval by the FDA
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prior to marketing because they are generally recognized as safe and effective
("old drugs"). Old drugs must conform to monographs developed by the FDA to be
lawfully marketed. Most OTC drugs are old drugs. Therefore, the regulation of
OTC drugs is less restrictive than that imposed upon manufacturers and
distributors of new drugs.
To the extent the Company establishes its own manufacturing facilities
in the future and produces products deemed by the FDA now or in the future to be
a drug, the operation of the Company's manufacturing facilities will be subject
to regulation by the FDA as a drug manufacturing facility and to compliance with
good drug manufacturing practices. Although the Company does not anticipate any
difficulties in complying with the necessary good drug manufacturing practices,
any such difficulties that are encountered could have a material adverse effect
on the Company.
Marketing misbranded or adulterated food or drugs, or unapproved new
drugs or food additives, can result in civil or criminal penalties, including,
but not limited to, product seizure, injunction and fines.
On January 4, 1994, the FDA issued final regulations concerning dietary
supplements. It did so partially in response to the Nutritional Labeling and
Education Act of 1990 ("NLEA") and the Dietary Supplement Act of 1992 in order
to amend its food labeling regulations, setting forth specific regulations for
the nutrition labeling of vitamins and mineral supplements, establish up to date
reference standards for nutrients and food components and establish procedures
for FDA approval of health claim messages. The regulations subject dietary
supplement labels to the same standards as food labels under the Nutrition
Labeling and Education Act with regard to health claim messages and nutrition
labeling information. The regulations concerning health claim messages went into
effect on July 1, 1994 and the regulations concerning nutrition labeling went
into effect on July 5, 1995.
The regulations prohibit the use of any health claim on a dietary
supplement unless the health claim is supported by significant scientific
agreement and is pre-approved by the FDA. To date, the FDA has approved the use
of health claims only in connection with calcium products and osteoporosis, and
folic acid and neural tube defects. Accordingly, most dietary supplements will
be precluded from bearing most health claims. The Company's products include
multivitamins and minerals and specialty formulas. The Company cannot determine
at this time whether the new regulations will have any adverse effect on its
operations, although it believes that they will not have a material adverse
effect.
In addition, the FDA issued an Advanced Notice of Proposed Rulemaking
on June 18, 1993 ("ANPR") requesting comments on the general regulation of
certain dietary supplements, such as herbs, fish and plant oils, fatty acids,
fibers and vegetable gums, carnitine and amino acids. Some of these substances
are sold by the Company. In connection therewith, the FDA commissioned the
Federation of American Societies for Experimental Biology ("FASEB") to conduct a
study of the safety of amino acids. The FASEB report published in September 1992
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concluded that there was insufficient research and information on amino acids to
conclude that added, manufactured, or incomplete mixtures of amino acids are
safe and, therefore, recommended that further research be conducted. The
internal FASEB report issued in connection with the ANPR contains
recommendations concerning the possible regulation of dietary supplements by
category.
The Company cannot determine whether separate regulations will be
issued for these substances, or what effect any new regulations for such
governmental regulations or administrative orders concerning such substances,
when and if promulgated, could require the reformulation of certain products to
meet new standards or require the recall or discontinuance of certain products
not capable of reformulation.
The Dietary Supplement Act of 1992 requires that the Comptroller
General of the United States and the Director of the Office of Technology
Assessment undertake separate studies of FDA regulation of dietary supplements
and make recommendations in Congress which would reduce or modify the FDA's
authority to regulate dietary supplements. While these bills have not been
enacted as law, there is a strong likelihood that Congress will again consider
such legislation. There is no assurance, however, that these bills will
ultimately be passed and signed into law.
Any such legislation reducing the FDA's authority to modify dietary
supplements could result in the Company being subject to fewer regulatory
requirements and would, therefore, have no adverse impact on the Company. Any
modification which increases the FDA's regulatory authority could subject the
Company to additional expenses in order to comply with more stringent
requirements and could have a material adverse impact on the Company by limiting
products or causing the Company to incur additional expenses in order to comply
with these regulations.
Conflict of Interests
At present, PDK supplies essentially all of the Company's products as
well as certain management and administrative facilities and personnel. It is
anticipated that PDK will continue to supply a significant percentage of the
Company's products, at or near present levels. The Company will continue to
operate its executive offices, distribution and packaging at facilities leased
and managed by PDK. In addition, a member of SSI's Board of Directors, Daniel
Durchslag and a member of PDK's Board of Directors, Hartley T. Bernstein, are
also members of the Company's Board of Directors. Because of PDK's role and
SSI's role as significant suppliers to the Company, certain conflicts of
interest may occur between the Company and SSI or PDK. In such instances,
members of the Board of Directors who are also members of the SSI Board of
Directors or the PDK Board of Directors may be precluded from participating in
corporate decisions. Although the Board of Directors of the Company has not
adopted any written policy on this matter, the Delaware Corporation Law contains
specific provisions governing such conflicts.
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Liability Insurance
The Company, like other manufacturers of products that are ingested,
faces inherent risk of exposure to product liability claims if, among other
things, the use of its products results in an injury. With respect to product
liability coverage, the Company through its main supplier, currently has
coverage under a product liability insurance policy. There is no assurance that
any judgment against the Company will not exceed liability coverage. A judgment
significantly in excess of the amount of insurance coverage would have a
material adverse effect on the Company.
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PART II
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
Fiscal Year 1997
Nets sales for the fiscal year ended 1997, derived primarily from
convenience stores and drug store chains, were approximately $2,290,000. Net
sales for the period April 25, 1995 (inception) to March 31, 1996 (the
"Development Stage") approximated $546,000. The gross profit on these sales was
approximately $815,000 (36% of sales) and $291,000 (53% of sales), respectively.
The change in gross profit is primarily attributable to the mix of sales. Sales
for the Energex product line approximated 42% of total sales during the
Development Stage as compared to 19% of total sales for the year ended March 31,
1997.
Selling, general and administrative expenses approximated $2,077,000
(91% of sales) for fiscal year 1997. For the period April 25, 1995 (inception)
to March 31, 1996, selling, general and administrative expenses were
approximately $491,000 (90% of sales). The Company has increased attendance at
trade shows, placed radio advertisements and trade publications throughout the
nation, and has implemented marketing campaigns targeting convenience store
chains for the placement of product displays.
The Company realized losses of approximately ($1,165,000) and
($214,000) for the fiscal year end 1997 and 1996, respectively. The losses are
principally attributable to the amortization of intangible assets on a straight
line basis, the implementation of marketing campaigns geared toward product
placement and advertising costs.
On May 31, 1996, the Company entered into a three-year supply agreement
with Superior Supplements, Inc. ("SSI"), which provides for SSI to supply the
Company with vitamins in bulk tablet form (other than any vitamins sold under
the "Energex" trademark or as part of the "Energex" product line) at a price
equal to SSI's cost plus 15 percent.
In December 1996, the Company amended its Supply Agreement ("Amended
Agreement") with PDK Labs Inc. ("PDK"). The Amended Agreement provides for PDK
to supply the Company with certain products at prices based on PDK's material
cost, plus a specified mark-up.
In March 1997, the Company entered into an exclusive supply and
licensing agreement (the "Agreement") with PDK, pursuant to which PDK granted
the Company an exclusive license to use the trademarks "Max Brand" and "Heads
Up" of OTCs and the exclusive right to distribute products bearing such names.
The Agreement has a five year term which
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automatically renews for successive periods of one year and provides for PDK to
supply the Company with "Max Brand" and "Heads Up" products at prices based on
PDK's material cost plus 50%. In consideration for this Agreement, the Company
agreed to pay an annual license fee of $500,000 to PDK. This fee is payable, at
the option of the Company, either in cash or in shares of the Company's common
stock.
On May 5, 1997, the Company entered into a marketing agreement with a
pharmaceutical distributor (the "Distributor"), pursuant to which the
Distributor will market the Company's "Max Brand" and "Heads Up" products for a
period of two years, renewable for successive periods of one year. The
Distributor will earn a marketing fee equal to the difference between (i) the
price of the products sold and (ii) an amount equal to 200% of the material cost
of the products, as defined.
Management believes that inflation did not have a material effect on
operations or financial conditions in 1997 and 1996. Management also believes
that its business is not seasonal; however, significant promotional activities
have a direct impact on sales volume in any given quarter.
Liquidity and Capital Resources
As of March 31, 1997, the Company had working capital of approximately
$1,069,000.
The Company's statement of cash flows reflects cash used in operating
activities of approximately ($967,000) primarily due to a net loss of
approximately $1,165,000 and increases in operating assets such as accounts
receivable ($372,000), inventories ($480,000) and other assets ($145,000) offset
by an increase in due to affiliate ($847,000) and an adjustment for amortization
and depreciation expense of ($388,000).
The statement also reflects net cash used in investing activities of
approximately ($190,000) which is principally attributable to the purchase of
property and equipment ($53,000), intangible assets ($37,000), as well as a cash
investment in Superior Supplements, Inc. common stock ($100,000).
The Company expects to meet its cash requirements from operations,
current cash reserves, and existing financial arrangements.
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See financial statements following Item 13 of this Annual Report on
Form 10-KSB.
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PART III
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 3, 1995, PDK entered into a binding agreement with
International Sales Association, Inc. ("ISA") appointing ISA as the exclusive
sales agent for sales of Energex Plus to grocery, drug, discount department
stores, department stores, variety stores, and U.S. government/military sales
(the "ISA Agreement"). PDK agreed to pay ISA (i) a commission of ten percent
(10%) of the net amount of goods shipped pursuant to the ISA Agreement, and (ii)
an additional two percent (2%) for marketing services through February 28, 1997.
PDK agreed not to hire any of ISA's employees or sales associates for the term
of the ISA Agreement and for a further two (2) year period thereafter. ISA and
ISA's founder and controlling shareholder, Patrick Higgins, agreed not to
represent any competing product for the term of the ISA Agreement and for a
further one (1) year period thereafter.
On April 25, 1995, the Company was formed in the State of Delaware
under the name Lesser Paul, Inc.
On April 28, 1995, Walpac, Inc. acquired 2,500,000 shares of Common
Stock of the Company, par value $.0001 per share, for a cash consideration of
$50,000.
On October 31, 1995, all of the Energex Assets and the Compare Generiks
Assets were transferred from PDK to the Company for a purchase price of
approximately $1,700,000. In exchange (i) PDK was issued 500,000 shares of
Common Stock of the Company representing $1,200,000 of the purchase price ($2.40
per share), (ii) the Company delivered to PDK a promissory note in the aggregate
principal amount of $500,000 together with interest at the rate of eight percent
(8%) per annum, payable to PDK on October 31, 1996, and (iii) the Company agreed
to purchase PDK's Energex Plus inventory at the cost specified in the Supply
Agreement (defined and referred to below). The Company agreed to assume certain
liabilities associated with the Energex Assets, including PDK's obligations to
(a) Nu-Tek Laboratories, Inc. ("Nu-Tek") pursuant to a promissory note in the
aggregate principal amount of $100,000, of which $50,000 remained outstanding,
delivered by PDK to Nu-Tek as part consideration for PDK's acquisition of the
Energex Assets and (b) ISA, pursuant to the ISA Agreement. In addition, the
Company agreed to pay to Nu-Tek a thirteen percent (13%) royalty on all "net
sales" (as defined in the agreement between Nu-Tek and PDK) for the period from
March 1, 1995 through February 28, 1997.
On October 31, 1995, the Company leased 10,000 square feet of executive
offices, a distribution center and warehouse space at 300 Oser Avenue,
Hauppauge, NY 11788 from PDK for a period of one (1) year at a monthly rent of
$5,000. The lease has been extended on a month-to-month basis since October
1996.
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Since October 31, 1995, the Company has purchased essentially all of
its products and materials from PDK, pursuant to a supply agreement between PDK
and the Company (the "Supply Agreement"). On December 13, 1996, the Company
amended its Supply Agreement with PDK, which amendment provided for PDK to
supply the Company with certain products at prices based on PDK's material cost
plus a specified mark-up. In addition, the Company has paid the royalty
described above to Nu-Tek. The term of the Supply Agreement is for a period of
five (5) years, automatically renewable for successive one (1) year terms.
In December, 1995, the Company borrowed an aggregate of $300,000 from
four (4) unaffiliated lenders (the "Bridge Lenders"). In exchange for making
loans to the Company, each Bridge Lender received two promissory notes (the
"Bridge Notes"). In February, 1996, one of the Bridge Lenders assigned all of
his right, title and interest in the aggregate principal amount of $20,000 of
Bridge Notes held by him to one of the other Bridge Lenders in consideration for
the payment of $20,000. Certain of the Bridge Notes are in the aggregate
principal amount of $270,000 (the "Principal Bridge Notes") and the other Bridge
Notes are in the aggregate principal amount equal to $30,000 (the "Convertible
Bridge Notes"). Each of the Bridge Notes bears interest at the rate of eight
percent (8%) per annum. The Bridge Notes were due and payable upon the earlier
of (i) October 31, 1996 or (ii) the closing of an initial underwritten public
offering of the Company's securities. In addition, each Bridge Lender has the
right to convert a Convertible Bridge Note into a number of Class A Warrants
equal to one hundred (100) times the principal amount of such Convertible Bridge
Note. The Company entered into the bridge financing transactions because it
required additional financing and no other sources of financing were available
to the Company at that time. Further, the Company agreed to register the Class A
Warrants issuable upon conversion of the Convertible Bridge Notes, as well as
the shares of Common Stock issuable upon exercise of the Class A Warrants in the
first registration statement filed by the Company following the date of the
loan.
On December 14, 1995, Walpac, Inc. acquired 5,000,000 shares of Series
A Preferred Stock of the Company, for a cash consideration of $5,000. The Series
A Preferred Stock has no dividend rights and has a liquidation right of $.02 per
share. Each share of Series A Preferred Stock shall be entitled to one (1) vote
per share on all matters presented to stockholders of the Company.
On January 30, 1996, the $500,000 promissory note payable to PDK in
connection with the business acquisition was converted into 500,000 shares of
Series B Preferred Stock. The Series B Preferred Stock earns cumulative annual
dividends of 12% or $.12 per share and is redeemable by the Company after one
year from the date of issuance. The Series B Preferred Stock has a liquidation
right of $1 per share. Each of the Series B Preferred Stock shall be entitled to
one (1) vote per share on all matters presented to the stockholders of the
Company.
On March 6, 1996, the Company completed its initial public offering of
securities. During the offering all 345,000 units, each comprised of two (2)
shares of the Company's
13
<PAGE>
Common Stock and one (1) Class A Redeemable Purchase Warrant, were sold, which
raised gross proceeds of $3,450,000 for the Company.
On March 12, 1996, the Company repaid the principal plus all accrued
interest on the Principal Bridge Notes issued in exchange for loans made to the
Company. An aggregate of $275,385 was paid to the Bridge Lenders. The Principal
Bridge Notes were paid off by utilizing a portion of the proceeds from the
Company's initial public offering. In addition, the Company issued 3,000,000
Class A Warrants in connection with the conversion of the Convertible Bridge
Notes.
On May 31, 1996, the Company acquired 500,000 shares of common stock,
par value $.0001 per share, of Superior Supplements, Inc., a Delaware
corporation ("SSI"), (i) for a cash consideration of $100,000, and (ii) in
consideration of the issuance of 200,000 shares of common stock of the Company.
On May 31, 1996, the Company entered into an exclusive supply agreement
with SSI, pursuant to which SSI agreed to supply the Company with all of the
Company's requirements for vitamins on an exclusive basis (other than any
vitamins sold under the "Energex" trade mark or as part of the "Energex" product
line) for a three (3) year period, renewable for successive one (1) year periods
thereafter.
On March 24, 1997, the Company entered into an exclusive supply and
licensing agreement with PDK, pursuant to which PDK granted the Company an
exclusive license to use the trade marks "Max Brand" and "HeadsUp" brands of
OTCs and the exclusive right to distribute products bearing such names. In
consideration for this Agreement, the Company agreed to pay an annual license
fee of $500,000 to PDK. This fee is payable, at the option of the Company,
either in cash or in shares of the Company's common stock.
On May 5, 1997, the Company entered into a marketing agreement with a
pharmaceutical distributor (the "distributor"), pursuant to which the
distributor will market the Company's "Max Brand" and "Heads Up" products for a
period of two years, renewable for successive periods of one year. The
distributor will earn a marketing fee equal to the difference between (i) the
price of the products sold and (ii) an amount equal to 200% of the material cost
of the products, as defined.
Miscellaneous
For the year ended March 31, 1997, legal fees of approximately $80,000
were incurred for services from the law firm of Bernstein & Wasserman, LLP.
Hartley T. Bernstein, a partner in the firm, is a Director of the Company
hereunder.
14
<PAGE>
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1) Financial Statements.
The following financial statements are included in Part II, Item 7:
Report of Independent Certified Public Accountants F- 1
Balance sheet as of March 31, 1997 F- 2
Statements of operations for the year ended March 31, 1997
and period April 25, 1995 (inception) to March 31, 1996 F- 3
Statement of stockholders' equity for the year ended
March 31, 1997 and period April 25, 1995 (inception)
to March 31, 1996 F- 4
Statements of cash flows for the year ended March 31, 1997
and period April 25, 1996 (inception) to March 31, 1996 F- 5
Notes to financial statements F- 6 - F- 12
15
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
----
Compare Generiks, Inc.
Report of independent certified public accountants F-1
Balance sheet as of March 31, 1997 F-2
Statements of operations for the year ended March 31, 1997
and period April 25, 1995 (inception) to March 31, 1996 F-3
Statement of stockholders' equity for the year ended March 31,
1997 and period April 25, 1995 (inception) to March 31, 1996 F-4
Statements of cash flows for the year ended March 31, 1997
and period April 25, 1995 (inception) to March 31, 1996 F-5
Notes to financial statements F-6 - F-12
<PAGE>
Independent Auditors' Report
Board of Directors and Stockholders
Compare Generiks, Inc.
Hauppauge, New York
We have audited the balance sheet of Compare Generiks, Inc. as of March 31,
1997, and the related statements of operations, stockholders' equity and cash
flows for the year ended March 31, 1997 and period April 25, 1995 (inception) to
March 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Compare Generiks, Inc. as of
March 31, 1997 and the results of its operations and its cash flows for the year
ended March 31, 1997 and period April 25, 1995 (inception) to March 31, 1996, in
conformity with generally accepted accounting principles.
HOLTZ RUBENSTEIN & CO., LLP
Melville, New York
May 2, 1997 (except for Note 13, as
to which the date is May 5, 1997)
F-1
<PAGE>
COMPARE GENERIKS, INC.
----------------------
BALANCE SHEET
-------------
MARCH 31, 1997
--------------
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 890,485
Accounts receivable, net of $10,000 allowance for doubtful accounts 606,949
Inventories 642,422
Prepaid expenses and other current assets 165,640
--------------
Total current assets 2,305,496
INVESTMENT IN AVAILABLE-FOR-SALE SECURITIES (Note 4) 1,256,000
PROPERTY AND EQUIPMENT (Note 5) 52,153
INTANGIBLE ASSETS, net (Note 6) 1,297,932
OTHER ASSETS 218,500
--------------
$ 5,130,081
==============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C>
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 96,166
Due to affiliates 1,080,419
Dividends payable (Note 8) 60,000
--------------
Total current liabilities 1,236,585
--------------
COMMITMENTS (Note 12)
STOCKHOLDERS' EQUITY: (Notes 4 and 8)
Common stock, $.0001 par value; authorized 25,000,000
shares; 3,890,000 issued and outstanding 389
Preferred stock - Class A - $.0001 par value; liquidation
preference of $100,000; authorized 10,000,000 shares;
5,000,000 issued and outstanding 500
Preferred stock - Class B - $.0001 par value; liquidation
preference of $500,000; authorized 10,000,000 shares;
500,000 issued and outstanding 50
Additional paid-in capital 5,273,344
Deficit (1,438,787)
Unrealized holding gain on available-for-sale securities 63,000
--------------
3,898,496
Less stock subscription receivable (5,000)
--------------
3,893,496
--------------
$ 5,130,081
==============
</TABLE>
See notes to financial statements
F-2
<PAGE>
COMPARE GENERIKS, INC.
----------------------
STATEMENTS OF OPERATIONS
------------------------
Period
Year Ended April 25, 1995
March 31, (inception) to
1997 March 31, 1996
----------- ---------------
REVENUE $ 2,289,629 $ 545,670
----------- -----------
COSTS AND EXPENSES: (Notes 6, 10 and 12)
Cost of sales 1,474,609 254,676
Selling, general and administrative 2,077,219 490,601
----------- -----------
3,551,828 745,277
----------- -----------
OPERATING LOSS (1,262,199) (199,607)
INTEREST INCOME (EXPENSE), net 54,589 (14,570)
----------- -----------
LOSS BEFORE INCOME TAX BENEFIT (1,207,610) (214,177)
INCOME TAX BENEFIT (Note 4) 43,000 --
----------- -----------
NET LOSS $(1,164,610) $ (214,177)
=========== ===========
NET LOSS PER SHARE (Note 8) $ (.32) $ (.07)
=========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON
STOCK OUTSTANDING (Note 8) 3,856,667 3,036,529
=========== ===========
See notes to financial statements
F-3
<PAGE>
COMPARE GENERIKS, INC.
----------------------
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
YEAR ENDED MARCH 31, 1997 AND
-----------------------------
PERIOD APRIL 25, 1995 (INCEPTION) TO MARCH 31, 1996
---------------------------------------------------
(Notes 4 and 8)
<TABLE>
<CAPTION>
Preferred Stock Preferred Stock
Common Stock Class A Class B
25,000,000 Shares 10,000,000 Shares 10,000,000 Shares
$.0001 Par Value $.0001 Par Value $.0001 Par Value
------------------ ------------------ -----------------
Par Par Par
Shares Value Shares Value Shares Value
--------- ---- --------- ---- ------- ---
<S> <C> <C> <C> <C> <C> <C>
Issuance of stock for cash
at inception 2,500,000 $250 -- $-- -- $--
Issuance of founder stock -- -- 5,000,000 500 -- --
Issuance of stock in connection
with purchase of Energex/
Compare Division 500,000 50 -- -- -- --
Conversion of note payable to stock -- -- -- -- 500,000 50
Public issuance of securities for
cash, net 690,000 69 -- -- -- --
Conversion of bridge note
to warrants -- -- -- -- -- --
Net loss -- -- -- -- -- --
--------- ---- --------- ---- ------- ---
Balance, March 31, 1996 3,690,000 369 5,000,000 500 500,000 50
Issuance of stock in connection
with Subscription Agreement 200,000 20 -- -- -- --
Dividends -- -- -- -- -- --
Unrealized gain on investment
available-for-sale -- -- -- -- -- --
Net loss -- -- -- -- -- --
--------- ---- --------- ---- ------- ---
Balance, March 31, 1997 3,890,000 $389 5,000,000 $500 500,000 $50
========= ==== ========= ==== ======= ===
</TABLE>
<TABLE>
<CAPTION>
Unrealized
Holding
Gain on
Additional Available-
Paid-in for-Sale Subscription
Capital Deficit Securities Receivable Total
---------- ----------- ------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Issuance of stock for cash
at inception $ 49,750 $ -- $ -- $ -- $ 50,000
Issuance of founder stock 4,500 -- -- (5,000) --
Issuance of stock in connection
with purchase of Energex/
Compare Division 1,199,950 -- -- -- 1,200,000
Conversion of note payable to stock 499,950 -- -- -- 500,000
Public issuance of securities for
cash, net 2,439,214 -- -- -- 2,439,283
Conversion of bridge note
to warrants 30,000 -- -- -- 30,000
Net loss -- (214,177) -- -- (214,177)
---------- ----------- ------- ------- -----------
Balance, March 31, 1996 4,223,364 (214,177) -- (5,000) 4,005,106
Issuance of stock in connection
with Subscription Agreement 1,049,980 -- -- -- 1,050,000
Dividends -- (60,000) -- -- (60,000)
Unrealized gain on investment
available-for-sale -- -- 63,000 -- 63,000
Net loss -- (1,164,610) -- -- (1,164,610)
---------- ----------- ------- ------- -----------
Balance, March 31, 1997 $5,273,344 $(1,438,787) $63,000 $(5,000) $ 3,893,496
========== =========== ======= ======= ===========
</TABLE>
See notes to financial statements
F-4
<PAGE>
COMPARE GENERIKS, INC.
----------------------
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
Period
Year Ended April 25, 1995
March 31, (inception) to
1997 March 31, 1996
-------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,164,610) $ (214,177)
----------- -----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 388,085 131,137
Allowance for doubtful accounts -- 10,000
Deferred tax benefit (43,000) --
Changes in operating assets and liabilities:
Increase in assets:
Accounts receivable (371,653) (245,296)
Inventories (480,019) (162,403)
Prepaid expenses and other current assets (7,685) (45,864)
Other assets (144,500) (74,000)
Increase in liabilities:
Accounts payable and accrued expenses 8,972 87,194
Due to affiliate 847,244 233,175
----------- -----------
Total adjustments 197,444 (66,057)
----------- -----------
Net cash used in operating activities (967,166) (280,234)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of investment in available-for-sale securities (100,000) --
Acquisition of property and equipment (52,769) (4,023)
Acquisition of intangible assets (37,053) (137,553)
----------- -----------
Net cash used in investing activities (189,822) (141,576)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock and securities -- 2,489,283
Repayment of note payable -- (50,000)
Proceeds of bridge loan -- 300,000
Repayment of bridge loan -- (270,000)
----------- -----------
Net cash provided by financing activities -- 2,469,283
----------- -----------
Net (decrease) increase in cash and cash equivalents (1,156,988) 2,047,473
CASH AND CASH EQUIVALENTS, beginning of period 2,047,473 --
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 890,485 $ 2,047,473
=========== ===========
</TABLE>
See notes to financial statements
F-5
<PAGE>
COMPARE GENERIKS, INC.
----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEAR ENDED MARCH 31, 1997 AND
-----------------------------
PERIOD APRIL 25, 1995 (INCEPTION) TO MARCH 31, 1996
---------------------------------------------------
1. Organization and Nature of Operations:
Compare Generiks, Inc., a Delaware Corporation (the "Company"), was
formed on April 25, 1995 and is engaged in the distribution, marketing and sale
of dietary supplements and over-the-counter nonprescription pharmaceuticals.
The Company was in the development stage through March 31, 1996. The
year ended March 31, 1997 is the first year during which it is considered an
operating company.
On October 31, 1995, the Company acquired certain assets and
liabilities and the ongoing business of Energex/Compare Division of PDK Labs
Inc. ("PDK") (Note 3).
On March 12, 1996, the Company completed an initial public offering of
its securities (Note 8c).
2. Summary of Significant Accounting Policies:
a. Inventories
Inventories, consisting of finished goods, are valued at lower of cost
(first-in, first-out method) or market.
b. Depreciation and amortization
Depreciation is computed using the straight-line method over the
estimated useful lives of the related assets. Maintenance and repairs of
property and equipment are charged to operations and major improvements are
capitalized. Upon retirement, sale or other disposition of property and
equipment, the cost and accumulated depreciation are eliminated from the
accounts and gain or loss is included in operations.
Intangible assets arising from the acquisition discussed in Note 3 are
amortized using the straight-line method over the following periods:
Customer list 5 years
Covenant not to compete 4 years
Patents and trademarks 7 years
Goodwill 10 years
Other 3-5 years
Distribution rights 1-5 years
c. Income taxes
Deferred tax assets and liabilities are determined based on the
differences between financial reporting and tax basis of assets and liabilities,
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.
F-6
<PAGE>
2. Summary of Significant Accounting Policies: (Cont'd)
d. Statement of cash flows
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.
e. Marketable securities
Available-for-sale securities are carried at fair value with the
unrealized holding gain (loss), net of deferred income taxes, included in
stockholders' equity.
f. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
g. Concentration of credit risk
Financial instruments which potentially expose the Company to credit
risk, as defined by Statement of Financial Accounting Standard No. 105 ("FAS
105"), consists primarily of temporary cash investments and trade accounts
receivable. Wholesale distributors of dietary supplements and over-the-counter
pharmaceuticals account for a substantial portion of trade receivables. The risk
associated with this concentration is limited due to the large number of
distributors and their geographic dispersion. The Company places its temporary
cash investments with high credit quality financial institutions.
h. Advertising
The Company charges to expense, advertising costs as incurred.
Advertising costs approximated $202,000 and $41,000 for the years ended March
31, 1997 and 1996, respectively.
i. Stock-based compensation
The Company applies APB Opinion No. 25 and related interpretations in
accounting for stock-based compensation to employees. Stock compensation to
non-employees is accounted for at fair value in accordance with FASB Statement
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123").
j. New standards
In February 1997, the FASB issued Statement 128, "Earnings Per Share"
("Statement 128"), which simplifies the standards for computing earnings per
share previously used and makes them comparable to international standards. The
Statement is effective for financial statements issued for periods ending after
December 15, 1997, and earlier application is not permitted. The Company does
not believe that the adoption of this Statement will have a material effect to
its financial statements.
F-7
<PAGE>
3. Business Combination:
On October 31, 1995, the Company acquired certain assets, liabilities
and the on-going business of the Energex/Compare Division ("Division") of PDK
Labs Inc. ("PDK") for approximately $1,700,000. The Division was engaged in the
business of distributing health supplement products. The acquisition consisted
of certain assets and rights relating to the "Energex Plus" and "Compare
Generiks" product lines, including customer lists, trade secrets, trademarks and
tradenames and the assumption of a $50,000 obligation under a promissory note.
The purchase price of $1,700,000 was based upon the appraised value of the
"Energex Plus" and "Compare Generiks" product lines. Consideration paid by the
Company consisted of (i) 500,000 shares of the Company's Common Stock and (ii) a
promissory note of $500,000. In January 1996, the note was converted into
500,000 shares of the Company's Series B preferred stock. In addition, the
Company purchased PDK's inventory attributable to these product lines.
The above acquisition has been accounted for utilizing purchase
accounting principles, and as a result, the following was recorded:
Customer lists $ 1,350,000
Covenant not to compete 41,667
Patents and trademarks 70,000
Goodwill 176,242
Other assets 112,091
-------------
$ 1,750,000
=============
Notes payable $ 550,000
Common stock 50
Additional paid-in capital 1,199,950
-------------
$ 1,750,000
=============
4. Investment in Available-For-Sale Securities:
In May 1996, the Company acquired 500,000 shares of common stock of
Superior Supplements, Inc. ("Superior") for $100,000 cash and the issuance of
200,000 shares of common stock (valued at $1,050,000).
At March 31, 1997, available-for-sale securities consisted of the
following:
Unrealized
Investment Gain
------------- -----------
Cost $ 1,150,000 $ -
Unrealized gain 106,000 106,000
Deferred tax liability - (43,000)
------------- -----------
$ 1,256,000 $ 63,000
============= ===========
5. Property and Equipment:
Property and equipment, at cost, consist of the following at March 31,
1997:
Machinery and equipment $ 31,967
Furniture and fixtures 7,369
Leasehold improvements 17,456
---------
56,792
Less accumulated depreciation and amortization 4,639
$ 52,153
=========
F-8
<PAGE>
6. Intangible Assets:
Intangible assets consist of the following at March 31, 1997:
Customer lists $1,350,000
Covenant not to compete 41,667
Patents and trademarks 74,320
Goodwill 176,242
Distribution rights 71,206
Other 30,000
----------
1,743,435
Less accumulated amortization 445,503
----------
$1,297,932
==========
Amortization expense for the year ended March 31, 1997 and period ended
March 31, 1996 approximated $383,700 and $130,900.
The Company has implemented a marketing program with select retail
stores and distributors in order to obtain premium shelf space. Contracts with
retailers are for a fixed period of not less than one year. Costs associated
with these distribution rights are being charged to operations ratably over the
lives of the agreements.
7. Income Taxes:
At March 31, 1997, the Company had net operating loss carryforwards
("NOLs") of approximately $1,184,000 available to offset against future Federal
income tax liabilities.
Net deferred income tax asset (liability) is composed of the following
at March 31, 1997:
Net operating loss carryforward $ 474,000
Unrealized holding gain on available-for-sale securities (43,000)
Intangible assets 114,000
Other 29,000
Valuation allowance (574,000)
---------
$ --
=========
8. Stockholders' Equity:
a. Capitalization
Pursuant to an amendment of the Company's certificate of incorporation,
the Company has changed the number of authorized shares of common stock to
25,000,000, Series A Preferred Shares to 10,000,000 and authorized 10,000,000
shares of Series B Preferred Shares. All stock has a $.0001 par value. Each
share of common and preferred has one vote in all matters.
The Series A Preferred Shares rank senior to all common stock, do not
have any right to the payment of any dividend, and in the event of any voluntary
or involuntary liquidation of the Company each share shall have a liquidation
preference of $.02.
The Series B Preferred Stock earns cumulative annual dividends of 12%
or $.12 per share and is callable by the Company after one year from the date of
issuance. The Series B Preferred Stock ranks senior to all series of preferred
and common stock. In the event of any voluntary or involuntary liquidation of
the Company each share shall have a liquidation preference of $1.00.
F-9
<PAGE>
8. Stockholders' Equity: (Cont'd)
b. Initial capitalization
In April 1995, the Company issued 2,500,000 shares of common stock for
$50,000 and 5,000,000 shares of Series A Preferred Stock for $5,000 ("Founders'
Stock").
c. Public offering
In March 1996, the Company completed a public offering of 345,000 units
at $10.00 per unit for an aggregate of $3,450,000. Each unit consists of two
shares of common stock and one Class A Warrant. Each Class A Warrant entitles
the holder to purchase one share of common stock at $4.00 per share. The
warrants are exercisable at any time during the four year period commencing one
year from the date of offering. The Class A Warrants are redeemable by the
Company, for $.05 per warrant, if the average price of the common stock equal or
exceeds $10.00 per share for any twenty trading days within a period of thirty
consecutive trading days ending five days prior to the date of the notice of
redemption.
Effective with the closing of the offering, the Company entered into a
two year consulting agreement with the underwriter. The consulting fee of
$72,000 is being charged to operations ratably over the term of the agreement.
d. Stock option plan
The Company has adopted, subject to shareholder approval, a Stock
Option Plan (the "Plan") covering 2,000,000 shares of common stock of the
Company. Options under the Plan are granted at terms set by the Board of
Directors at the time of issuance. To date, no options have been granted under
the Plan.
e. Warrants
(i) Underwriter's warrants
Pursuant to the Company's public offering, the Company issued to the
underwriter warrants to purchase an additional 30,000 Units at an exercise price
of $12.00 per unit. These warrants are exercisable for a period of four years,
commencing one year from the date of the public offering.
(ii) Bridge lender warrants
In March 1996, the Company issued 3,000,000 Class A Warrants in
connection with the conversion of $30,000 of convertible bridge notes. The value
of these notes has been recorded as additional-paid-in capital.
f. Conversion of note payable
On January 30, 1996, the $500,000 promissory note payable to PDK in
connection with the business acquisition described in Note 3 was converted to
500,000 shares of Series B Preferred Stock.
F-10
<PAGE>
8. Stockholders' Equity: (Cont'd)
g. Net loss per share
Net loss per share is computed using the weighted average number of
common and common equivalent shares outstanding during the period. Pursuant to a
Securities and Exchange Commission Staff Accounting Bulletin, all common stock
issued by the Company during the twelve months preceding the offering date at
prices below the offering price have been included in the calculation of
weighted average shares outstanding as if they were outstanding for the entire
period.
Net loss per share attributable to common shareholders was computed as
follows:
<TABLE>
<CAPTION>
Period
Year Ended April 25, 1995
March 31, (inception) to
1997 March 31, 1996
----------- --------------
<S> <C> <C>
Net loss $ 1,164,610 $ 214,177
Dividends on preferred shares 60,000 10,000
----------- -----------
Net loss attributable to common shareholders $ 1,224,610 $ 224,177
=========== ===========
</TABLE>
h. Reserved shares
At March 31, 1997, the Company has 5,635,000 shares of common stock
reserved for future issuances.
9. Fair Value of Financial Instruments:
The methods and assumptions used to estimate the fair value of the
following classes of financial instruments were:
Current Assets and Current Liabilities: The carrying amount of cash,
current receivables and payables and certain other short-term financial
instruments approximate their fair value.
10. Retirement Plans:
Qualified employees are eligible to participate in a salary reduction
plan under Section 401(k) of the Internal Revenue Code. Participation in the
Plan is voluntary, and any participant may elect to contribute up to 17% of
earnings. The Company may, at its discretion, contribute up to 3% of any
employee's earnings. The Company contributed approximately $5,700 and $-0- to
the Plan for the periods ended March 31, 1997 and 1996, respectively.
11. Supplementary Information - Statement of Cash Flows:
Cash paid was as follows:
Period
Year Ended April 25, 1995
March 31, (inception) to
1997 March 31, 1996
------------ ----------------
Interest $ 1,628 $ 15,385
======== ==========
Income taxes $ 3,891 $ -
======== =========
F-11
<PAGE>
12. Commitments:
a. Lease
The Company leases office and warehouse space from PDK on a
month-to-month basis. Rent expense approximated $64,000 and $25,000 for the year
ended March 31, 1997 and the period April 25, 1995 to March 31, 1996,
respectively.
b. Supply agreements
In December 1996, the Company amended its "Supply Agreement" (the
"Amended Agreement") with PDK. Under the Amended Agreement, which expires in
2001, PDK will provide the Company certain products at prices based upon PDK's
material cost plus a specified mark-up. Essentially all purchases during the
periods ended March 31, 1997 and 1996 were from PDK.
In March 1997, the Company entered into a second five year Supply
Agreement with PDK covering the purchase of products in the "Max Brand" and
"Heads Up" product ranges under terms similar to the December 1996 Amended
Agreement. In consideration for this agreement, the Company agreed to pay an
annual license fee of $500,000 to PDK. This fee is payable, at the option of the
Company, either in cash or in shares of the Company's common stock.
In May 1996, the Company entered into a three year Supply Agreement
with Superior Supplements, Inc. which provides for Superior to supply the
Company with certain products at specified prices. As of March 31, 1997, the
Company had made no purchases under this agreement.
c. Royalty agreement
In connection with the acquisition of the Division, the Company agreed
to pay the obligation under a distribution royalty agreement which required the
Company to pay a royalty fee of 13% of all "net sales" during the period March
1, 1995 through February 28, 1997. Royalties earned by the distributor for the
periods ended March 31, 1997 and 1996 approximated $52,000 and $78,000,
respectively.
d. Employment agreement
The Company has an employment agreement with its President which
provides for annual compensation of $135,000. The agreement, as amended, expires
in October 1997.
Additionally, in November 1995, the Company granted employees options
to purchase 200,000 shares of common stock at an exercise price equal to the
price of the common shares in the initial public offering ($5.00 per share). The
options are exercisable during the term of employment.
13. Subsequent Event:
On May 5, 1997, the Company entered into a two-year Marketing Agreement
with a pharmaceutical distributor (the "distributor"), under which the
distributor will market the Company's "Max Brand" and "Heads Up" products. As
consideration for their services, the distributor will earn a marketing fee
equal to the difference between (i) the sales price of the products sold and
(ii) an amount equal to 200% of the material cost of the products, as defined.
The marketing fee is payable monthly.
F-12
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SIGNATURES
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.
Dated: New York, New York
August 4, 1997
COMPARE GENERIKS, INC.
By: /s/ Thomas A. Keith
--------------------------------------
Thomas A. Keith
President, Chief Executive Officer,
Chief Financial Officer and Director
