<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-20791
AMARILLO BIOSCIENCES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
TEXAS 75-1974352
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 WEST 9TH AVENUE, AMARILLO, TEXAS 79101
(Address of principal executive offices) (Zip Code)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (806) 376-1741
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par Value $.01
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B 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]
Revenues for its most recent fiscal year were $222,289
As of March 9, 1999, there were outstanding 5,414,232 shares of the
registrant's common stock, par value $.01, which is the only class of common or
voting stock of the registrant. As of that date, the aggregate market value of
the shares of common stock held by nonaffiliates of the registrant (based on the
closing price for the common stock on the NASDAQ SmallCap Market) was
approximately $6,458,412.
<PAGE> 2
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth for the three years ended December 31,
1998 compensation paid by the Company to its Chairman of the Board, President
and Chief Executive Officer, and to its former Executive Vice-President and
Chief Financial Officer. None of the Company's other executive officers had
annual salary and bonus in excess of $100,000 for services rendered during any
of the three years ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER COMPENSATION
- ------------------------------------------ ---- ----------------- ------------ --------------------
<S> <C> <C> <C> <C>
Dr. Joseph Cummins, Chairman --
of the Board, President and
Chief Executive Officer.............. 1998 $ 150,000 $ -- $
1997 120,000 20,000 12,000(3)
1996 120,000 -- 252,000(4)
Charles Hughes, Executive Vice-
President and Chief Financial
Officer (1).......................... 1998 -- -- --
1997 147,435 (2) -- 10,333(3)
1996 75,000 10,000 157,575(5)
</TABLE>
(1) Mr. Hughes terminated his employment with the Company on September 8, 1997.
(2) Includes both 1997 salary and severance payments.
(3) Represents a Company contribution to the Simplified Employee Pension Plan.
(4) Represents the value of 30,000 shares of common stock issued at $5.00 per
share and payment of withholding tax requirements in settlement of
restricted stock grants and a Company contribution of $12,000 to the
Simplified Employee Pension Plan.
(5) Represents the value of 19,000 shares of common stock issued at $5.00 per
share and payment of withholding tax requirements in settlement of
restricted stock grants and a Company contribution of $7,500 to the
Simplified Employee Pension Plan.
2
<PAGE> 3
OPTION GRANTS IN 1998
The following table sets forth certain information relating to options
granted in 1998 to the executive officers named above, to purchase shares of
common stock of the Company.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED(#) IN 1997 ($/SH) DATE
- ----------------------------------------- ------------ --------------- ----------- ----------
<S> <C> <C> <C> <C>
John Smith............................... 40,000 67.8% $1.75 (1) 09/13/2008
</TABLE>
(1) The fair market value of the common stock on the date of the grant.
AGGREGATED OPTION EXERCISES AT DECEMBER 31, 1998
AND YEAR-END OPTION VALUES
The following table sets forth information for the executive officers
named above, regarding the exercise of options during 1998 and unexercised
options held at the end of 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF VALUE OF UNEXERCISED
COMMON STOCK UNDERLYING IN-THE-MONEY
SHARES UNEXERCISED OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE DECEMBER 31, 1998(#) DECEMBER 31, 1998($)(1)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------- ------------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Joseph Cummins -- -- 5,500 / 9,000 None / None
John Smith -- -- -- / 40,000 None / None
</TABLE>
(1) Calculated based on the closing price of the common stock ($1.25) as
reported by NASDAQ on December 30, 1998.
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
<TABLE>
<CAPTION>
Cash Compensation Security Grants
------------------------------------ ---------------
NUMBER OF
SECURITIES
MEETING CONSULTING UNDERLYING
NAME FEES(1) FEES(2) OPTIONS
- ----------------------------------------------------- ----------- ------------ -------------
<S> <C> <C> <C>
Stephen Chen, PhD $ 2,000 $ 45,950 5,000
James Cook 2,000 3,000 5,000
Thomas D'Alonzo 2,000 - 5,000
Katsuaki Hayashibara 2,000 -- 5,000
Brian McLean, MD 2,000 -- 5,000
Dennis Moore, DVM 2,000 4,500 5,000
James Page, MD 1,000 1,200 5,000
</TABLE>
(1) Each director receives a fee of $1,000 for in-person attendance at each
regular directors' meeting.
(2) Each director receives $1,200 per day for employment on special projects or
assignments.
3
<PAGE> 4
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of December 31, 1998, there were 5,414,232 shares of the Company's
common stock outstanding. The following table sets forth as of December 31,
1998, the beneficial ownership of each person who owns more than 5% of such
outstanding common stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF TOTAL
- ----------------------------------------------- ---------------- ----------------
<S> <C> <C>
Hayashibara Biochemical Laboratories, Inc.
2-3 Shimoishii 1-chome
Okayama 700, Japan 1,232,856 22.8
Dr. Joseph Cummins
800 West 9th Avenue
Amarillo, Texas 79101 676,814(1) 12.5
Mesa Operating Limited Partnership
P.O. Box 2009
Amarillo, Texas 79189-2009 315,120 5.8
Mochida Pharmaceutical Co., Ltd.
7, Yotsuya 1-chome
Shinjuku-Ku
Tokyo 160, Japan 300,000 5.5
</TABLE>
(1) Includes an aggregate of 337,668 shares of common stock held by Joseph
Cummins as trustee under certain trusts for the benefit of his children and
10,590 shares owned by Dr. Cummins' wife.
The following table sets forth the beneficial ownership of the Company's
stock as of December 31, 1998 by each director, and by all executive officers
and directors as a group:
<TABLE>
<CAPTION>
DIRECTORS NUMBER OF SHARES PERCENT OF TOTAL
- ---------------------------------- ---------------- ----------------
<S> <C> <C>
Joseph Cummins 676,814(1) 12.5
Dennis Moore 149,616 2.8
James Cook 66,600(2) 1.2
Katsuaki Hayashibara 48,240 1.0
Stephen Chen 9,400 *
Thomas D'Alonzo 3,000 *
Brian McLean -- --
James Page -- --
Total Group (all directors and
executive officers - 8 persons) 953,670 17.6
</TABLE>
* Less than 1%
(1) Includes an aggregate of 337,668 shares of common stock held by Joseph
Cummins as trustee under certain trusts for the benefit of his children and
10,590 shares owned by Dr. Cummins' wife.
(2) All of such shares are owned jointly with Mr. Cook's wife.
4
<PAGE> 5
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.
AMARILLO BIOSCIENCES, INC.
By: /s/ JOSEPH M. CUMMINS
-----------------------------------------------
Joseph M. Cummins, Chairman of the Board,
President, Chief Financial Officer and Chief
Executive Officer
Date: April 6, 1999
-------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ JOSEPH M. CUMMINS April 6, 1999
- ---------------------------- Chairman of the Board, ------------------------------
Joseph M. Cummins President, Chief Financial
Officer, Director and
Chief Executive Officer
/s/ JAMES COOK Director April 6, 1999
- ---------------------------- ------------------------------
James Cook
/s/ DENNIS MOORE Director April 6, 1999
- ---------------------------- ------------------------------
Dennis Moore
/s/ JAMES PAGE Director April 6, 1999
- ---------------------------- ------------------------------
James Page
/s/ THOMAS D'ALONZO Director April 6, 1999
- ---------------------------- ------------------------------
Thomas D'Alonzo
</TABLE>
