U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A NO. 1
(MARK ONE)
|X| Annual Report Pursuant to Section 13 or 15(d) of Securities
Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1996
_
|_| Transition Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from _______ to _______.
Commission File No. 0-21739
GENETIC VECTORS, INC.
---------------------
(Name of Small Business Issuer in Its Charter)
Florida 65-0324710
- ------- ----------
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
2000 South Dixie Highway, Suite 100, Miami, Florida 33133
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(Address of Principal Executive Offices) (Zip Code)
(305) 859-7800
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Securities Act:
Title of Each Class Name of Exchange on which registered
- ------------------- ------------------------------------
None None
Securities registered under Section 12(g) of the Securities Act:
Common Stock, Par Value $.001
-----------------------------
(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, 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 not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in the definitive proxy or
information statement incorporated by reference in Part III of this Form 10-KSB
or amendment to Form 10-KSB. |_|
The issuer did not generate any revenues during its most recent fiscal
year.
The aggregate market value of the Company's voting stock held by
non-affiliates as of March 20, 1997 was approximately $8,488,846 based on the
average closing bid and asked prices of such stock on that date as quoted on the
OTC Bulletin Board. There were 2,339,634 shares of Common Stock outstanding as
of March 28, 1997.
Documents Incorporated by Reference: See Item 13
This Form 10-KSB/A consists of 7 pages. The Exhibit Index begins on
page 5.
<PAGE>
Item 13. Exhibits, List and Reports on Form 8-K.
- ----------------------------------------------------
(a) Exhibits.
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<TABLE>
<CAPTION>
Exhibit
No. Description Location Page
------- ----------- -------- ----
<S> <C> <C> <C>
3.1 Articles of Incorporation of the Company, Incorporated by reference to Exhibit No.
as amended 3.1 to Registrant's Registration Statement
(the "Registration Statement") on Form
SB-2 (Registration Number 333-5530-A).
3.2 By-laws of the Company Incorporated by reference to Exhibit No.
3.2 to the Registration Statement.
4.1 Form of Common Stock certificate Incorporated by reference to Exhibit No.
4.1 to the Registration Statement.
4.2 Form of Underwriters' Warrant Incorporated by reference to Exhibit No.
4.2 to the Registration Statement.
4.3 Form of 1996 Incentive Plan Incorporated by reference to Exhibit No.
4.3 to the Registration Statement.
9.1 Letter Agreement dated March 25, 1996 Incorporated by reference to Exhibit No.
among Mead M. McCabe, Sr., Marigrace McCabe, 9.1 to the Registration Statement.
Mead M. McCabe, Jr. and Nyer Medical Group,
Inc.
9.2 Letter Agreement dated July 24, 1996 Incorporated by reference to Exhibit No.
among Mead M. McCabe, Sr., Marigrace McCabe, 9.2 to the Registration Statement.
Mead M. McCabe, Jr. and Nyer Medical Group,
Inc.
10.1 License Agreement dated September 7, 1990 Incorporated by reference to Exhibit No.
between the University of Miami and its 10.1 to the Registration Statement.
School of Medicine and ProVec, Inc.
10.2 Assignment of License Agreement dated Incorporated by reference to Exhibit No.
January 20, 1992 between ProVec, Inc. and 10.2 to the Registration Statement.
EpiDNA, Inc.
<PAGE>
10.3 Agreement between University of Miami and Incorporated by reference to Exhibit No.
its School of Medicine and the Company 10.3 to the Registration Statement.
dated August 21, 1996
10.4 Employment Agreement dated August 15, 1996 Incorporated by reference to Exhibit No.
between Mead M. McCabe, Sr. and the Company 10.4 to the Registration Statement.
10.5 Stock Option Addendum to Employment Incorporated by reference to Exhibit No.
Agreement dated August 15, 1996 between 10.5 to the Registration Statement.
Mead M. McCabe, Sr. And the Company
10.6 Employment Agreement dated August 15, 1996 Incorporated by reference to Exhibit No.
between Mead M. McCabe, Jr. and the Company 10.6 to the Registration Statement.
10.7 Stock Option Addendum to Employment Incorporated by reference to Exhibit No.
Agreement dated August 15, 1996 between 10.7 to the Registration Statement.
Mead M. McCabe, Jr. and the Company
10.8 Employment Agreement dated July 24, 1996 Incorporated by reference to Exhibit No.
between Richard H. Tullis and the Company 10.8 to the Registration Statement.
10.9 Stock Option Addendum to Employment Incorporated by reference to Exhibit No.
Agreement dated July 24, 1996 between 10.9 to the Registration Statement.
Richard H. Tullis and the Company
10.10 Consulting Agreement dated June 19, 1996 Incorporated by reference to Exhibit No.
between James A. Joyce and the Company 10.10 to the Registration Statement.
10.11 Letter Agreement dated December 16, 1994 Incorporated by reference to Exhibit No.
among Nyer Medical Group, Inc., Genetic 10.11 to the Registration Statement.
Vectors, Inc., Mead M. McCabe, Sr. And Mead
M. McCabe, Jr.
10.12 Investors Finders Agreement dated June 9, Incorporated by reference to Exhibit No.
1994 among Nyer Medical Group, Inc., and 10.12 to the Registration Statement.
the Company and Gulf American Trading
Company
21. Subsidiaries of the Registrant Incorporated by reference to Exhibit No.
21 to the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended
December 31, 1996 (File No. 0-21739).
27. Financial Data Schedule Attached. 7
</TABLE>
(b) Reports on Form 8-K.
-------------------
None.
<PAGE>
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GENETIC VECTORS, INC.
By: /s/ Mead M. McCabe, Jr.
------------------------
Mead M. McCabe, Jr.
President
Date: May 29, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Location Page
------- ----------- -------- ----
<S> <C> <C>
3.1 Articles of Incorporation of the Company, Incorporated by reference to Exhibit No.
as amended 3.1 to Registrant's registration Statement
(the "Registration Statement") on Form
SB-2 (Registration Number 333-5530-A).
3.2 By-laws of the Company Incorporated by reference to Exhibit No.
3.2 to the Registration Statement.
4.1 Form of Common Stock certificate Incorporated by reference to Exhibit No.
4.1 to the Registration Statement.
4.2 Form of Underwriters' Warrant Incorporated by reference to Exhibit No.
4.2 to the Registration Statement.
4.3 Form of 1996 Incentive Plan Incorporated by reference to Exhibit No.
4.3 to the Registration Statement.
9.1 Letter Agreement dated March 25, 1996 Incorporated by reference to Exhibit No.
among Mead M. McCabe, Sr., Marigrace McCabe, 9.1 to the Registration Statement.
Mead M. McCabe, Jr. and Nyer Medical Group,
Inc.
9.2 Letter Agreement dated July 24, 1996 Incorporated by reference to Exhibit No.
among Mead M. McCabe, Sr., Marigrace McCabe, 9.2 to the Registration Statement.
Mead M. McCabe, Jr. and Nyer Medical Group,
Inc.
10.1 License Agreement dated September 7, 1990 Incorporated by reference to Exhibit No.
between the University of Miami and its 10.1 to the Registration Statement.
School of Medicine and ProVec, Inc.
10.2 Assignment of License Agreement dated Incorporated by reference to Exhibit No.
January 20, 1992 between ProVec, Inc. and 10.2 to the Registration Statement.
EpiDNA, Inc.
10.3 Agreement between University of Miami and Incorporated by reference to Exhibit No.
its School of Medicine and the Company 10.3 to the Registration Statement.
dated August 21, 1996
10.4 Employment Agreement dated August 15, 1996 Incorporated by reference to Exhibit No.
between Mead M. McCabe, Sr. and the Company 10.4 to the Registration Statement.
10.5 Stock Option Addendum to Employment Incorporated by reference to Exhibit No.
Agreement dated August 15, 1996 between 10.5 to the Registration Statement.
Mead M. McCabe, Sr. And the Company
10.6 Employment Agreement dated August 15, 1996 Incorporated by reference to Exhibit No.
between Mead M. McCabe, Jr. and the Company 10.6 to the Registration Statement.
10.7 Stock Option Addendum to Employment Incorporated by reference to Exhibit No.
Agreement dated August 15, 1996 between 10.7 to the Registration Statement.
Mead M. McCabe, Jr. and the Company
<PAGE>
10.8 Employment Agreement dated July 24, 1996 Incorporated by reference to Exhibit No.
between Richard H. Tullis and the Company 10.8 to the Registration Statement.
10.9 Stock Option Addendum to Employment Incorporated by reference to Exhibit No.
Agreement dated July 24, 1996 between 10.9 to the Registration Statement.
Richard H. Tullis and the Company
10.10 Consulting Agreement dated June 19, 1996 Incorporated by reference to Exhibit No.
between James A. Joyce and the Company 10.10 to the Registration Statement.
10.11 Letter Agreement dated December 16, 1994 Incorporated by reference to Exhibit No.
among Nyer Medical Group, Inc., Genetic 10.11 to the Registration Statement.
Vectors, Inc., Mead M. McCabe, Sr. And Mead
M. McCabe, Jr.
10.12 Investors Finders Agreement dated June 9, Incorporated by reference to Exhibit No.
1994 among Nyer Medical Group, Inc., and 10.12 to the Registration Statement.
the Company and Gulf American Trading
Company
21. Subsidiaries of the Registrant Incorporated by reference to Exhibit No.
21 to the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended
December 31, 1996 (File No. 0-21739).
27. Financial Data Schedule Attached. 7
</TABLE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,745,208
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,745,208
<PP&E> 17,245
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,917,804
<CURRENT-LIABILITIES> 170,527
<BONDS> 0
0
0
<COMMON> 2,340
<OTHER-SE> 4,744,937
<TOTAL-LIABILITY-AND-EQUITY> 4,917,804
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 393,434
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (393,434)
<INCOME-TAX> 0
<INCOME-CONTINUING> (393,434)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (393,434)
<EPS-PRIMARY> (0.23)
<EPS-DILUTED> (0.23)
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