<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1, amending Items 10-13, and adding Exhibit 24.1 to Item 14)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 0-22401
BIONX IMPLANTS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 22-3198032
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1777 Sentry Parkway West, Gwynedd Hall, Suite 400
Blue Bell, Pennsylvania 19422 (215-643-5000)
(Address and telephone number, including area code,
of registrant's principal executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, par value $.0019 per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed 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 reporting
requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates as of March 15,
2000 was approximately $24,000,000.
Number of shares of Common Stock outstanding as of March 15, 2000: 10,759,442.
Documents incorporated by reference: None
<PAGE> 2
PART III
ITEM 10. DIRECTORS OF THE REGISTRANT
The Bionx Implants, Inc. (the "Company") Articles of Incorporation
provide that the Company's Board of Directors shall be divided into three
classes. Each class currently has two members who serve for a period of three
years on a staggered term basis. The following information contains the current
and past five years' business experience, certain other directorships and age of
each current director. Except where otherwise indicated, the directors have held
the occupational positions noted for at least the past five years.
Directors Whose Term Expires at the 2000 Annual Meeting:
- - Anthony J. Dimun: Executive Vice President and Chief Financial Officer of
Vital Signs, Inc. ("Vital Signs") (manufacturer of disposable anesthesia
and respiratory devices). Director of EchoCath, Inc. and Vital Signs.
Director of the Company since 1995. Age: 56
- - David H. MacCallum: Managing Director of Salomon Smith Barney (investment
banking firm) (June 1999 to the present); Executive Vice President, Head
of Healthcare, ING Baring Furman Selz, LLC (investment banking firm)
(April 1998 to June 1999); Managing Director for Life Sciences Investment
Banking, UBS Securities LLC (investment banking firm) (1994 to March
1998); Co-Head, Investment Banking, Hambrecht & Quist LLC (1983 to 1994)
(investment banking firm). Director of Minimed Inc. Director since 1995.
Age: 62
Directors Whose Term Expires at the 2001 Annual Meeting:
- - Gerard S. Carlozzi: President and Chief Executive Officer of the Company
(September 1999 to the present); President and Chief Operating Officer of
the Company (May 1999 to September 1999); Vice President of the Company
(November 1998 to May 1999); Director of Biotechnology Development and
Director of Marketing and Product Development for Maxillofacial Surgical
Products of Synthes USA (a leader in Orthopedic and Maxilllofacial Trauma
products) (1995 to 1998). Director of the Company since September 1999.
Age: 43.
- - Terry D. Wall: Chairman of the Board of the Company (1995 to the
present); President and Chief Executive Officer of Vital Signs. Director
of Vital Signs and Exogen, Inc. Director of the Company since 1995. Age:
58.
Directors Whose Term Expires at the 2002 Annual Meeting:
- - David J. Bershad: Senior Partner, Milberg Weiss Bershad Hynes & Lerach
(law firm). Director of Vital Signs. Director of the Company since 1995.
Age: 60.
- - Pertti Tormala: Executive Vice President, Research and Development of the
Company (1995 to the present); Chief Executive Officer (and co-founder)
of the Company's foreign subsidiaries (prior years). Director of the
Company since 1995. Age: 54.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors to file initial reports of beneficial
ownership and reports of changes of beneficial ownership of the Company's Common
Stock with the SEC. Executive officers and directors are required to furnish the
Company with copies of all Section 16(a) reports that they file. Based upon a
review of these filings and other documentation, the Company notes that Anthony
J. Dimun (a director of the Company) failed to timely report purchases of an
aggregate of 11,000 shares of Common Stock that occurred during August 1999 and
purchases of an aggregate of 4,900 shares of Common Stock that occurred during
September
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1999. These late filings were inadvertent, and the filings were made promptly
after the failures to file were noted.
ITEM 11. EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table and accompanying footnotes set forth certain
summary information relating to the three years ended December 31, 1999, with
respect to each of the two people who served as the Company's Chief Executive
Officer during 1999, the Company's two other most highly compensated executive
officers during 1999 who were serving as executive officers at December 31, 1999
and two additional persons who served as executive officers during 1999 but were
not serving as such on December 31, 1999 (collectively, the "Named Executive
Officers"):
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<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual Securities
Name and Principal Compensation Other Annual Underlying All Other
Position Year Salary Bonus(1) Compensation(2) Options/SARs(#) Compensation($)(3)
- -------- ---- -------- ------------ --------------- --------------- ------------------
($)
<S> <C> <C> <C> <C> <C> <C>
Gerard S. Carlozzi(4)......... 1999 145,000 - 6,000 100,000 1,335
President and Chief 1998 21,443 - - - -
Executive Officer
David W. Anderson(4).......... 1999 169,569(5) - 4,000 - 1,725
President and Chief 1998 180,000 - 6,000 - 20,000
Executive Officer 1997 160,000 50,000 6,000 - 17,316
Pertti Tormala................ 1999 122,700 - 8,132 40,000 -
Executive Vice 1998 119,814 - 8,615 - -
President, Research 1997 118,070 22,000 9,423 - 68,650(6)
and Development
James Hogan(7)................ 1999 125,000 20,000 2,500 - 21,903
President, Stenting 1998 30,640 - - - -
Division
Gregory S. Jones(8)........... 1999 130,186 - 6,000 40,000 19,867
Vice President, 1998 100,582 - - - 688
Marketing
Michael F. Matz(9)............ 1999 132,000(10) 15,000 5,000 - 1,584
Vice-President - Sales 1998 120,000 20,000 6,000 - 13,580
Craniofacial Division 1997 40,000 6,666 4,000 - -
</TABLE>
- -------------------
(1) Bonus amounts for 1999 reflect amounts paid in 1999 and exclude amounts
paid in 2000 based on 1999 performance.
(2) Represents car allowances.
(3) For 1999, for Messrs. Carlozzi, Anderson, Hogan, Jones and Matz, represents
employer contributions to the Company's 401(k) plan (Mr. Carlozzi: $1,335; Mr.
Anderson: $1,725; Mr. Hogan: $1,375; Mr. Jones: $1,316; and Mr. Matz: $1,584).
Also represents reimbursement for moving expenses of $20,528 for Mr. Hogan and
$18,551 for Mr. Jones.
(4) Mr. Carlozzi joined the Company in November 1998 and became President and
Chief Executive Officer of the Company in September 1999. Mr. Anderson stepped
down as President and Chief Executive Officer in April 1999.
(5) Includes $103,569 paid as severance.
(6) Represents royalty payments to Professor Tormala under a superseded
employment agreement with respect to 1996 product sales.
(7) Mr. Hogan joined the Company in November 1998.
(8) Mr. Jones, who joined the Company in June 1998, continues to serve the
Company as an employee, although he ceased serving as an executive officer
effective September 1, 1999.
(9) Mr. Matz ceased serving as an employee of the Company in October 1999.
(10) Includes $27,500 paid as severance.
Employment Agreements
The Company previously entered into an employment agreement with David
W. Anderson, its former President and Chief Executive Officer until April 1999.
The original term of the agreement expired on December 31, 1998, but was
automatically renewed for one year. Pursuant to the agreement, Mr. Anderson
received minimum annual compensation of $160,000 and was entitled to receive a
performance based bonus. Mr. Anderson was also entitled to receive all health
insurance benefits generally made available to the Company's employees as well
as a monthly car allowance of $500. The agreement
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further provided that if Mr. Anderson's employment were terminated without cause
by the Company after the initial term, Mr. Anderson would be entitled to base
salary and health insurance benefits continuation for a period of six months
after the date of termination. Mr. Anderson stepped down as President of the
Company in April 1999.
The Company has also entered into an employment agreement with Pertti
Tormala. The agreement provides for a term expiring in 2002. Pursuant to the
agreement, Professor Tormala receives a minimum base salary of 540,000 FIM
(approximately $100,000) and is eligible to receive cash bonuses granted by the
Company's Board of Directors. Professor Tormala is also entitled to a car,
certain pension benefits and reimbursement of all reasonable travel and
entertainment expenses. Under the agreement, all patents, patent applications
and other intellectual property rights developed by Professor Tormala relating
to the Company's research and development activities are the sole property of
the Company. The agreement permits Professor Tormala to spend up to 16 hours per
month working on a business spun-off from the Company prior to the consummation
of its initial public offering.
Stock Option Information
The following table sets forth certain information concerning stock
options granted during the year ended December 31, 1999 to the Named Executive
Officers. In accordance with the rules of the SEC, the following table also sets
forth the potential realizable value over the term of the options (the period
from the grant date to the expiration date) based on assumed rates of stock
price appreciation of 5% and 10% compounded annually. These amounts do not
represent the Company's estimate of future stock price performance. Actual
realizable values, if any, of stock options will depend on the future stock
performance of the Common Stock. No stock appreciation rights were granted
during the fiscal year ended December 31, 1999.
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Option Grants in the Fiscal Year Ended December 31, 1999
<TABLE>
<CAPTION>
Number of Potential Realizable
Securities Percent of Total Value at Assumed Annual
Underlying Options Granted Exercise Price Rates of Stock Price
Options to Employees in per Share Appreciation for Option
Name Granted(#)(1) 1999 ($/Share)(2) Expiration Date Term(3)
---- ------------- ---------------- -------------- --------------- ------------------------
5% 10%
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gerard S. Carlozzi........ 100,000 19.7 $4.125 9/7/2009 671,919 1,069,919
David W. Anderson......... - - - - - -
Pertti Tormala............ 40,000 7.9 $4.125 9/7/2009 268,768 427,968
James Hogan............... - - - - - -
Gregory S. Jones.......... 40,000 7.9 $4.125 9/7/2009 268,768 427,968
Michael F. Matz........... - - - - - -
</TABLE>
- -------------------
(1) These options were granted under the Company's Stock Option/Stock Issuance
Plan, and vest in 20% installments beginning one year after the date of grant.
(2) The exercise price per share of the options was equal to the fair market
value of the Common Stock on the date of grant as determined by the Board.
(3) The potential realizable value is calculated based on the term of the option
at the date of grant (10 years). It is calculated assuming that the fair market
value of the Company's Common Stock on the date of grant appreciates at the
indicated annual rate compounded annually for the entire term of the options and
that the options are exercised and sold on the last day of their term for the
appreciated stock price.
The following table sets forth certain information with respect to stock
options exercised by the Named Executive Officers during 1999 and the
value of stock options held by the Named Executive Officers as of
December 31, 1999. No stock appreciation rights were exercised by the
Named Executive Officers during 1999 and no stock appreciation rights
were outstanding as of December 31, 1999.
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Aggregate Option Exercises in Last Fiscal Year
and Fiscal Year End Options Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Acquired Value Options at Options at
on Exercise (#) Realized ($) December 31, 1999(#) December 31, 1999(1)($)
--------------- ------------ ---------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gerard S. Carlozzi......... - - 4,000 116,000 - -
David W. Anderson.......... 277,009 684,905 - - - -
Pertti Tormala............. - - - 40,000 - -
James Hogan................ - - - - - -
Gregory S. Jones........... - - 4,000 56,000 - -
Michael F. Matz............ - - - - - -
</TABLE>
- -------------------------
(1) Based on a value equal to the closing sale price of the Common Stock on
December 31, 1999 ($3.125), minus the per share exercise price, multiplied by
the number of shares underlying the options.
Director Compensation
The Company has not yet commenced paying cash fees to directors in
connection with their service on the Board of Directors or on committees of the
Board. The Company does grant stock options to non-employee directors under its
Stock Option/Stock Issuance Plan. Under the Automatic Option Grant Program,
which is part of the Company's Stock Option/Stock Issuance Plan, as originally
adopted, each non-employee director first elected or appointed to the Board of
Directors after the date of the Company's initial public offering will
automatically be granted a non-statutory option for 3,000 shares of Common
Stock, provided that such individual has not been in the prior employ of the
Company. In addition, at each annual stockholders' meeting, each individual with
at least six months service on the Board of Directors as a non-employee director
and who will continue to serve as a non-employee director following the meeting
will automatically be granted a non-statutory option for 3,000 shares of Common
Stock, provided such individual has continued his or her service as a
non-employee director for a period of at least one year after he or she ceases
serving as an employee of the Company. Each automatic grant will have a term of
ten years, subject to earlier termination following the optionee's cessation of
service on the Board of Directors as provided in the Plan. Fifty percent of the
shares subject to an automatic grant will vest on the date of grant, 25% one
year after the date of grant, and the remaining 25% two years after the date of
grant. In September 1999, the Board of Directors amended the Automatic Option
Grant Program to increase the automatic option grant from 3,000 to 10,000
shares.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee consists of Terry D. Wall and
David J. Bershad. Mr. Wall and Mr. Bershad (as well as Anthony J. Dimun) serve
on the Boards of Directors of both the Company and Vital Signs (which latter
company does not have a compensation committee). For information regarding
transactions between the Company and persons named in this paragraph, see Item
13 - "Certain Relationships and Related Transactions."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of shares of
Common Stock as of April 1, 2000 by (i) the only stockholders of the Company
known by management to beneficially own more than
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5% of the Company's Common Stock, (2) the directors of the Company, (iii) the
Named Executive Officers and (iv) all directors and current executive officers
of the Company as a group.
<TABLE>
<CAPTION>
Shares of
Common Stock Beneficially
Beneficial Owner(1) Owned (1)(2) Percentage Beneficially Owned
- ------------------- ------------------------- -----------------------------
<S> <C> <C>
Bionix B.V. (3)............................. 2,684,211 24.9
Terry D. Wall (4)........................... 3,208,309 29.8
The Kaufman Fund, Inc. (5).................. 985,000 9.2
Dimensional Fund Advisors Inc. (6).......... 718,500 6.7
Gerard S. Carlozzi(7)....................... 4,000 *
David W. Anderson (8)....................... 138,156 1.3
David J. Bershad (9)........................ 502,057 4.7
Anthony J. Dimun (10)....................... 249,518 2.3
David H. MacCallum (11)..................... 162,677 1.5
Pertti Tormala (12)......................... 1,122,037 10.5
James Hogan(13)............................. 8,000 *
Gregory S. Jones (14)....................... 6,000 *
Michael F. Matz............................. - *
All directors and current executive officers
as a group (9 persons)(15).................. 5,402,277 50.1
</TABLE>
- -------------------------
* Represents less than 1% of the outstanding Common Stock.
(1) Except as otherwise indicated in the footnotes to this table and
pursuant to applicable community property laws, persons and entities
named in the table have sole voting and investment power with respect
to all shares of Common Stock and the address of the 5% stockholders is
c/o the Company, 1777 Sentry Parkway West, Gwynedd Hall, Suite 400,
Blue Bell, Pennsylvania 19422.
(2) Applicable percentage ownership is based on 10,759,442 shares of Common
Stock outstanding as of April 1, 2000 together with applicable stock
options for such stockholder. Beneficial ownership is determined in
accordance with the rules of the SEC, based on factors including voting
and investment power with respect to shares. Shares of Common Stock
subject to stock options currently exercisable, or exercisable within
60 days after April 1, 2000, are deemed outstanding for computing the
percentage ownership of the person holding such stock options but are
not deemed outstanding for computing the percentage ownership of any
other person. Each owner of an equity interest in Bionix B.V. (the
"Dutch Company") is deemed to beneficially own a percentage of the
shares of the Common Stock owned by the Dutch Company equal to such
owner's proportionate equity interest in the Dutch Company.
(3) Nearly all of the capital stock of the Dutch Company is owned by the
former stockholders of the Company's operating subsidiaries. The
current Board of Directors of the Dutch Company consists of Gerard S.
Carlozzi, David J. Bershad, Anthony J. Dimun, David H. MacCallum,
Pertti Tormala, Pertti Viitanen, Michael J. O'Brien and Pentti
Rokkanen, all but the last of whom are or, with respect to Mr. O'Brien,
were, directors or executive officers of the Company. David W.
Anderson, a former director and executive officer of the Company, is a
former director of the Dutch Company. As of April 1, 2000, Messrs.
Carlozzi, Anderson, Bershad, Dimun, MacCallum and Wall beneficially
owned capital stock of the Dutch Company representing, in the
aggregate, approximately 23.6% of the equity of the Dutch Company's
capital stock. As of April 1, 2000, Messrs. Tormala and Viitanen
beneficially owned capital stock of the Dutch Company representing, in
the aggregate, approximately 47.2% of the equity of the Dutch Company's
capital stock. The remaining equity of the Dutch Company's capital
stock is allocated among several other Finnish investors.
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(4) Mr. Wall's shares include 4,500 shares of Common Stock issuable upon
the exercise of vested stock options and 484,421 shares of Common Stock
owned by the Dutch Company, representing Mr. Wall's proportionate
equity interest in the shares of Common Stock owned by the Dutch
Company. Mr. Wall has the right to cause the Dutch Company to transfer
such 484,421 shares to him pursuant to an agreement with the Dutch
Company. All of Mr. Wall's shares of Common Stock and of the Dutch
Company's capital stock are held in an investment partnership which he
controls.
(5) The information set forth herein regarding The Kaufman Fund's
beneficial ownership is based on a report on Schedule 13G filed by The
Kaufman Fund with the SEC on February 2, 1998. The address of The
Kaufman Fund is 140 E. 45th Street, 43rd Floor, Suite 2624, New York,
New York 10017.
(6) The information set forth herein regarding Dimensional Fund Advisors
Inc.'s beneficial ownership is based upon a report on Schedule 13G
filed by it with the SEC on February 3, 2000. The address of
Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401.
(7) Represents shares issuable to Mr. Carlozzi upon the exercise of vested
stock options.
(8) Mr. Anderson's shares include 34,842 shares of Common Stock owned by
the Dutch Company, representing Mr. Anderson's proportionate equity
interest in the shares of Common Stock owned by the Dutch Company. Mr.
Anderson has the right to cause the Dutch Company to transfer such
34,842 shares to him pursuant to an agreement with the Dutch Company.
Also includes 61,947 shares held of record by a trust for the benefit
of Mr. Anderson's wife.
(9) Mr. Bershad's shares include 4,500 shares of Common Stock issuable upon
the exercise of vested stock options and 50,736 shares of Common Stock
owned by the Dutch Company, representing Mr. Bershad's proportionate
equity interest in the shares of Common Stock owned by the Dutch
Company. Mr. Bershad has the right to cause the Dutch Company to
transfer such 50,736 shares to him pursuant to an agreement with the
Dutch Company. A total of 331,686 of Mr. Bershad's shares of Common
Stock and all of Mr. Bershad's shares of the Dutch Company's capital
stock are held in an investment partnership which he controls.
(10) Mr. Dimun's shares include 4,500 shares of Common Stock issuable upon
the exercise of vested stock options and 34,679 shares of Common Stock
owned by the Dutch Company, representing Mr. Dimun's proportionate
equity interest in the shares of Common Stock owned by the Dutch
Company. Mr. Dimun has the right to cause the Dutch Company to transfer
such 34,679 shares to him pursuant to an agreement with the Dutch
Company. All of Mr. Dimun's shares of Common Stock and the Dutch
Company's capital stock are held in entities which he controls.
(11) Mr. MacCallum's shares include 4,500 shares of Common Stock issuable
upon the exercise of vested stock options and 26,900 shares of Common
Stock owned by the Dutch Company, representing Mr. MacCallum's
proportionate equity interest in the shares of Common Stock owned by
the Dutch Company. Mr. MacCallum has the right to cause the Dutch
Company to transfer such 26,900 shares to him pursuant to an agreement
with the Dutch Company.
(12) Represents the proportionate equity interest of Professor Tormala in
the shares of Common Stock owned by the Dutch Company. Professor
Tormala has the right to cause the Dutch Company to transfer such
1,122,037 shares to him pursuant to an agreement with the Dutch
Company. That agreement enables Professor Tormala to direct the voting
by the Dutch Company of a specified number of shares of the Company's
Common Stock held by the Dutch Company. As of April 1, 2000, that
specified number equals 2,049,854, representing Professor Tormala's
proportionate equity interest in the 2,684,211 shares of Common Stock
owned by the Dutch Company (1,122,037 shares) and the proportionate
equity interest of all other Finnish investors in such 2,684,211 shares
(927,817 shares). The table above excludes from Professor Tormala's
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beneficial ownership the 927,817 shares attributable to the equity
interests of such other Finnish investors.
(13) Represents shares issuable to Mr. Hogan upon the exercise of vested
stock options.
(14) Mr. Jones' shares include 4,000 shares of Common Stock issuable upon
the exercise of vested stock options.
(15) Includes 30,000 shares of Common Stock issuable upon the exercise of
vested stock options, and 1,864,552 shares of Common Stock owned by the
Dutch Company, representing the directors' and current executive
officers' proportionate equity interest in the 2,684,211 shares of
Common Stock owned by the Dutch Company. As of April 1, 2000, the
directors and current executive officers as a group beneficially owned
approximately 69.5% of the equity associated with the capital stock of
the Dutch Company. The directors and current executive officers of the
Company as a group have a right to vote substantially all of the
2,684,211 shares of Common Stock owned by the Dutch Company. If all
such 2,684,211 shares were deemed to be beneficially owned by the
Company's directors and current executive officers, such persons as a
group would be deemed to be the beneficial owners of 6,221,936 shares
of Common Stock, representing 57.7% of the shares outstanding on April
1, 2000.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's product development efforts are dependent upon Dr.
Tormala, who is a founder, director and executive officer of the Company and is
currently an Academy Professor at the Technical University in Tampere, Finland
and as such is permitted by the University to devote his efforts to developing
new products for the Company. This executive utilizes a group of senior
researchers, graduate students, and faculty at the Technical University to
perform research and development projects involving resorbable polymers and
other topics impacting the Company's technology and processes. This arrangement,
partially funded by the Company and permitted in Finland as a means of
encouraging the commercialization of technological development, has resulted in
substantial cost savings to the Company while substantially expanding its
product development effort. The Company's funding obligation, which amounted to
$417,000 during the year ended December 31, 1999, consists of providing the
University with reasonable compensation for University resources (including
graduate students) utilized by the Company.
During 1999, the Company paid certain administrative expenses on behalf
of Bionix B.V., which currently owns 24.9% of the Company's outstanding shares.
Bionix B.V. owed $266,539 to the Company for such expenses as of April 27, 2000.
Certain directors and executive officers of the Company control Bionix B.V. See
"Item 12 - Security Ownership of Certain Beneficial Owners and Management."
PART IV
ITEM 14. EXHIBITS. The following exhibit is filed with this 10-K/A:
Exhibit 24.1-Power of Attorney
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<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this Amendment No. 1 to
its Annual Report on Form 10-K for the year ended December 31, 1999 to be signed
on its behalf by the undersigned, thereunto duly authorized, this 30th day of
April, 2000.
BIONX IMPLANTS, INC.
By: /s/ Gerard S. Carlozzi
_______________________________
Gerard S. Carlozzi,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Gerard S. Carlozzi
__________________________ President, Chief Executive
Gerard S. Carlozzi Officer and a Director April 30, 2000
__________________________ Director
David J. Bershad
/s/ Anthony J. Dimun*
__________________________ Director April 30, 2000
Anthony J. Dimun
/s/ David H. MacCallum*
__________________________ Director April 30, 2000
David H. MacCallum
__________________________ Director
Pertti Tormala
/s/ Terry D. Wall*
__________________________ Director April 30, 2000
Terry D. Wall
/s/ Drew Karazin
__________________________ Vice President
Drew Karazin and Chief Financial Officer April 30, 2000
*By: /s/ Gerard S. Carlozzi
_____________________
Gerard S. Carlozzi
Attorney-in-Fact
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<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, the undersigned officers and directors of Bionx Implants, Inc.
desire to authorize Gerard S. Carlozzi and Drew Karazin to act as their
attorneys-in-fact and agents, for the purpose of executing and filing the
Company's 10-K/A,
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gerard S. Carlozzi and Drew Karazin, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign the Company's 10-K/A for the year ended
December 31, 1999, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney in the following capacities on this 25th day of April, 2000.
SIGNATURES TITLE
/s/ Gerard S. Carlozzi President, Chief Executive Officer and Director
- ----------------------
Gerard S. Carlozzi
Director
- ----------------------
David J. Bershad
/s/ Anthony J. Dimun Director
- ----------------------
Anthony J. Dimun
/s/ David H. MacCallum Director
- ----------------------
David H. MacCallum
Director
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Pertti Tormala
/s/ Terry D. Wall Director
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Terry D. Wall
/s/ Drew Karazin Vice President - Finance and Chief Financial
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Drew Karazin Officer
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