<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PUSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from..................to......................
COMMISSION FILE NO. 000-22129
Eurotech, Ltd.
--------------
(Exact name of registrant as specified in it charter)
District of Columbia 33-0662435
-------------------- ----------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
1216 16th Street, N.W.
Suite 200
Washington, DC 20036-3772
-------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 466-5448
-----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
----- ------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE LAST FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ___________ No____________ NOT APPLICABLE
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's shares of
common stock, as of the latest practicable date. 44,022,800 shares common stock,
$.00025 par value, as of August 4, 2000
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
INDEX TO FORM 10-Q
JUNE 30, 2000
Page Nos.
---------
PART I - FINANCIAL INFORMATION:
BALANCE SHEETS 1-2
At December 31, 1999 and June 30, 2000
STATEMENTS OF OPERATIONS 3-4
For the Six Months Ended June 30, 1999 and 2000
For the Three Months Ended June 30, 1999 and 2000
For the Period from Inception (May 26, 1995) to
June 30, 2000
STATEMENTS OF STOCKHOLDERS' EQUITY 5-17
For the Period from Inception (May 26, 1995) to
December 31, 1999
For the Six Months Ended June 30, 2000
STATEMENTS OF CASH FLOWS 18
For the Six Months Ended June 30, 1999
For the Six Months Ended June 30, 2000
For the Period from Inception (May 26, 1995) to
June 30, 2000
NOTES TO FINANCIAL STATEMENTS 19-28
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
<PAGE>
ITEM I - FINANCIAL STATEMENTS.
EUROTECH, LTD.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
------
At December 31, At June 30,
1999 2000
------------ ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 3,547,011 $11,453,860
Other current assets 200 200
------------ ------------
TOTAL CURRENT ASSETS 3,547,211 11,454,060
PROPERTY AND EQUIPMENT - net of accumulated
depreciation of $21,540 at June 30, 2000 24,750 20,652
OTHER ASSETS:
Technology rights - net of accumulated
amortization of $938,897 at June 30, 2000 7,913,559 7,108,791
Patent costs - net of accumulated
amortization of $6,105 at June 30, 2000 24,573 23,696
Other assets 9,751 12,751
------------ ------------
TOTAL ASSETS $11,519,844 $18,619,950
============ ============
See notes to financial statements.
1
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
At December 31, At June 30,
1999 2000
------------- -------------
(Unaudited)
CURRENT LIABILITIES:
Notes payable $ 450,000 $ -
Accounts payable and accrued liabilities 3,139,204 840,494
Deferred revenue 225,000 225,000
Current portion of convertible debentures 2,660,000 5,660,000
------------- -------------
TOTAL CURRENT LIABILITIES 6,474,204 6,725,494
------------ ------------
CONVERTIBLE DEBENTURES 3,900,000 -
------------- -------------
TOTAL LIABILITIES 10,374,204 6,725,494
------------- -------------
COMMITMENTS AND OTHER MATTERS (Notes 3, 4, 5,
6, 7 and 8)
STOCKHOLDERS' EQUITY:
Preferred stock - $0.01 par value; 1,000,000
and 5,000,000 shares authorized at December
31, 1999 and June 30, 2000, respectively,
-0- shares issued and outstanding - -
Common stock - $0.00025 par value; 50,000,000
and 100,000,000 shares authorized at
December 31, 1999 and June 30, 2000,
respectively; 39,399,343 shares issued and
outstanding at December 31, 1999 and
46,826,817 shares issued and 45,470,017
outstanding at June 30, 2000 9,850 11,707
Additional paid-in capital 31,873,696 51,628,378
Unearned compensation - (177,319)
Deficit accumulated during the development
stage (30,737,906) (36,162,687)
Treasury stock, at cost; -0- shares at
December 31, 1999; 1,356,800 shares at
June 30, 2000 - (3,405,623)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 1,145,640 11,894,456
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,519,844 $ 18,619,950
============= =============
See notes to financial statements.
2
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Period
For the Six Months Ended from Inception
June 30, (May 26, 1995)
----------------------------- to June 30,
1999 2000 2000
------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ - $ - $ 150,000
------------- ------------- -------------
OPERATING EXPENSES:
Research and development 493,149 1,842,880 6,372,015
Depreciation and amortization 5,128 809,743 968,099
Consulting fees 317,486 488,442 2,357,059
Compensatory element of stock
issuances pursuant to consulting
and other agreements 660,088 678,768 4,462,675
Other general and administrative
expenses 392,424 1,476,685 6,836,522
------------- ------------- -------------
TOTAL OPERATING EXPENSES 1,868,275 5,296,518 20,996,370
------------- ------------- -------------
OPERATING LOSS (1,868,275) (5,296,518) (20,846,370)
------------- ------------- -------------
OTHER EXPENSES/(INCOME):
Interest expense 341,107 197,110 1,652,267
Interest income - (68,847) (68,847)
Amortization of deferred and
unearned financing costs 292,413 - 13,276,619
Litigation settlement - - 456,278
------------- ------------- -------------
TOTAL OTHER EXPENSES 633,520 128,263 15,316,317
------------- ------------- -------------
NET LOSS $ (2,501,795) $ (5,424,781) $(36,162,687)
============= ============= =============
BASIC AND DILUTED LOSS PER COMMON
SHARE $ (.12) $ (.13)
============= =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 20,622,701 42,271,772
============= =============
</TABLE>
See notes to financial statements.
3
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
June 30,
-------------------------------
1999 2000
------------- -------------
REVENUES $ - $ -
------------- -------------
OPERATING EXPENSES:
Research and development 199,376 424,838
Depreciation and amortization 2,564 404,871
Consulting fees 203,586 299,317
Compensatory element of stock
issuances pursuant to consulting
and other agreements 570,188 310,024
Other general and administrative
expenses 240,772 1,047,994
------------- -------------
TOTAL OPERATING EXPENSES 1,216,486 2,487,044
------------- -------------
OPERATING LOSS (1,216,486) (2,487,044)
------------- -------------
OTHER EXPENSES/(INCOME):
Interest expense 173,593 105,316
Interest income - (68,847)
Amortization of deferred and
unearned financing costs 160,687 -
Litigation settlement - -
------------- -------------
TOTAL OTHER EXPENSES 334,280 36,469
------------- -------------
NET LOSS $ (1,550,766) $ (2,523,513)
============= =============
BASIC AND DILUTED LOSS PER COMMON
SHARE $ (.07) $ (.06)
============= =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 21,170,622 43,243,950
============= =============
See notes to financial statements.
4
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Common Stock Additional
Date of -------------------------- Paid-in
Transaction Shares Amount Capital
----------- ----------- ------------ -----------
(1)
<S> <C> <C> <C> <C>
Period Ended December 31, 1995:
------------------------------
Founder shares issued
($0.00025 per share) 05/26/95 4,380,800 $ 1,095 $ (1,095)
Issuance of stock for offering
consulting fees
($0.0625 per share) 08/31/95 440,000 110 27,390
Issuance of stock
($0.0625 and $0.25 per share) Various 4,080,000 1,020 523,980
Issuance of stock for license
($0.0625 per share) 08/31/95 600,000 150 37,350
Issuance of stock options for
offering legal and consulting fees - - 75,000
Offering expenses - - (105,398)
Net loss - - -
----------- ------------ -----------
Balance - December 31, 1995 9,500,800 $ 2,375 $ 557,227
=========== ============ ===========
<CAPTION>
Deficit
Accumulated
Unearned During the
Due from Financing Development
Stockholders Costs Stage Total
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Period Ended December 31, 1995:
------------------------------
Founder shares issued
($0.00025 per share) $ - $ - $ - $ -
Issuance of stock for offering
consulting fees - - - 27,500
($0.0625 per share)
Issuance of stock
($0.0625 and $0.25 per share) (3,000) - - 522,000
Issuance of stock for license
($0.0625 per share) - - - 37,500
Issuance of stock options for
offering legal and consulting
fees - - - 75,000
Offering expenses - - - (105,398)
Net loss - - (513,226) (513,226)
----------- ----------- ------------ -----------
Balance - December 31, 1995 $ (3,000) $ - $ (513,226) $ 43,376
=========== =========== ============ ===========
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
5
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Common Stock Additional
Date of -------------------------- Paid-in
Transaction Shares Amount Capital
----------- ----------- ------------ -----------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1996:
----------------------------
Balance - December 31, 1995 9,500,000 $ 2,375 $ 557,227
Issuance of stock ($0.25 per share) Various 1,278,000 320 319,180
Exercise of stock options 01/18/96 600,000 150 -
Issuance of stock for consulting fees
($0.34375 per share) 03/22/96 160,000 40 54,960
Issuance of stock for consulting fees
($0.0625 per share) 05/15/96 2,628,000 657 163,593
Issuance of stock for consulting fees
($0.590625 per share) 06/19/96 1,500,000 375 885,563
Issuance of stock for consulting fees
($1.82 per share) 11/12/96 57,036 14 104,275
Issuance of stock pursuant to bridge
financing ($1.81325 per share) 12/96 1,500,000 375 2,719,500
Amortization of unearned financing costs - - -
Repayment by stockholders - - -
Net loss - - -
----------- ------------ -----------
Balance - December 31, 1996 17,223,836 $ 4,306 $4,804,298
=========== ============ ===========
<CAPTION>
Deficit
Accumulated
Unearned During the
Due from Financing Development
Stockholders Costs Stage Total
----------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Year Ended December 31, 1996:
----------------------------
Balance - December 31, 1995 $ (3,000) $ - $ (513,226) $ 43,376
Issuance of stock ($0.25 per share) - - - 319,500
Exercise of stock options - - - 150
Issuance of stock for consulting fees
($0.34375 per share) - - - 55,000
Issuance of stock for consulting fees
($0.0625 per share) - - - 164,250
Issuance of stock for consulting fees
($0.590625 per share) - - - 885,938
Issuance of stock for consulting fees
($1.82 per share) - - - 104,289
Issuance of stock pursuant to bridge
financing ($1.81325 per share) - (2,719,875) - -
Amortization of unearned financing costs - 226,656 - 226,656
Repayment by stockholders 3,000 - - 3,000
Net loss - - (3,476,983) (3,476,983)
----------- ------------ ------------ -----------
Balance - December 31, 1996 $ - $(2,493,219) $(3,990,209) $(1,674,824)
=========== ============ ============ ===========
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
6
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Common Stock Additional
Date of --------------------------- Paid-in
Transaction Shares Amount Capital
----------- ------------ ------------ ------------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1997:
----------------------------
Balance - December 31, 1996 17,223,836 $ 4,306 $ 4,804,298
Issuance of stock for consulting fees
($2.50 per share) 03/97 64,000 16 159,984
Issuance of stock for consulting fees
($5.45 per share) 06/97 39,000 9 212,540
Issuance of stock for consulting fees
($5.00 per share) 09/97 59,000 15 294,986
Issuance of stock pursuant to penalty
provision of bridge financing
($5.45 per share) 06/97 500,000 125 2,724,875
Value assigned to conversion feature of
Convertible Debentures 11/97 - - 1,337,143
Value assigned to issuance of 127,500
warrants in consideration for interest and
placement fees in connection with
Convertible Debentures 11/97 - - 284,480
Value assigned to issuance of 35,000 warrants
to shareholder for consulting services 11/97 - - 39,588
Value assigned to issuance of 364,000
warrants to shareholder as additional
consideration for financing activities 11/97 - - 862,680
Issuance of stock for consulting fees
($4.00 per share) 12/97 43,000 11 171,989
Accrual of stock issued January 1998 pursuant
to penalty provision of bridge financing
($2.00 per share) 12/97 1,000,000 250 1,999,750
Amortization of unearned financing costs - - -
Net loss - - -
------------ ------------ ------------
Balance - December 31, 1997 18,928,836 $ 4,732 $12,892,313
============ ============ ============
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
7
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Deficit
Accumulated
Unearned During the
Financing Development
Costs Stage Total
------------- ------------- ------------
<S> <C> <C> <C>
Year Ended December 31, 1997:
----------------------------
Balance - December 31, 1996 $ (2,493,219) $ (3,990,209) $(1,674,824)
Issuance of stock for consulting fees
($2.50 per share) - - 160,000
Issuance of stock for consulting fees
($5.45 per share) - - 212,549
Issuance of stock for consulting fees
($5.00 per share) - - 295,001
Issuance of stock pursuant to penalty
provision of bridge financing
($5.45 per share) (2,725,000) - -
Value assigned to conversion feature of
Convertible Debentures (1,337,143) - -
Value assigned to issuance of 127,500
warrants in consideration for interest and
placement fees in connection with
Convertible Debentures (284,480) - -
Value assigned to issuance of 35,000
warrants to shareholder for consulting
services (39,588) - -
Value assigned to issuance of 364,000
warrants to shareholder as additional
consideration for financing activities (862,680) - -
Issuance of stock for consulting fees
($4.00 per share) - - 172,000
Accrual of stock issued January 1998
pursuant to penalty provision of bridge
financing ($2.00 per share) (2,000,000) - -
Amortization of unearned financing costs 8,426,793 - 8,426,793
Net loss - (12,441,242) (12,441,242)
------------- ------------- ------------
Balance - December 31, 1997 $ (1,315,317) $(16,431,451) $(4,849,723)
============= ============= ============
</TABLE>
See notes to financial statements.
8
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Common Stock Additional
Date of --------------------------- Paid-in
Transaction Shares Amount Capital
----------- ------------ ------------ ------------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1998:
----------------------------
Balance - December 31, 1997 18,928,836 $ 4,732 $12,892,313
Issuance of stock for consulting fees
($2.58 per share) 03/98 43,000 11 110,930
Issuance of stock for consulting fees
($0.85 per share) 06/98 143,000 35 215,895
Issuance of stock for consulting fees
($0.32 per share) 09/98 126,617 32 107,503
Issuance of stock for consulting fees 12/98 155,427 39 81,505
Issuance of stock pursuant to penalty
provision of bridge financing
($1.0625 per share) 04/98 500,000 125 531,124
Value assigned to conversion feature of
Convertible Debentures and 60,000
warrants issued as additional interest 02/98 - - 1,100,000
Value assigned to conversion feature of
Convertible Debentures and 125,000 warrants
issued as additional interest 07/98 - - 475,000
Cancellation of stock issued for consulting
fees 07/98 (375,000) (94) (93,656)
Issuance of stock for conversion of debenture
note payable ($0.32 per share) 09/98, 11/98 100,002 25 32,169
Amortization of unearned financing costs - - -
Net loss - - -
------------ ------------ ------------
Balance - December 31, 1998 19,621,882 $ 4,905 $15,452,783
============ ============ ============
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
9
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Deficit
Accumulated
Unearned During the
Financing Development
Costs Stage Total
------------- ------------- ------------
<S> <C> <C> <C>
Year Ended December 31, 1998:
----------------------------
Balance - December 31, 1997 $ (1,315,317) $(16,431,451) $(4,849,723)
Issuance of stock for consulting fees
($2.58 per share) - - 110,941
Issuance of stock for consulting fees
($0.85 per share) - - 215,930
Issuance of stock for consulting fees
($0.32 per share) - - 107,535
Issuance of stock for consulting fees - - 81,544
Issuance of stock pursuant to penalty
provision of bridge financing
($1.0625 per share) (531,249) - -
Value assigned to conversion feature of
Convertible Debentures and 60,000
warrants issued as additional interest (1,100,000) - -
Value assigned to conversion feature of
Convertible Debentures and 125,000
warrants issued as additional interest (475,000) - -
Cancellation of stock issued for consulting
fees - - (93,750)
Issuance of stock for conversion of
debenture note payable ($0.32 per share) - - 32,194
Amortization of unearned financing costs 3,374,066 - 3,374,066
Net loss - (7,814,143) (7,814,143)
------------- ------------- ------------
Balance - December 31, 1998 $ (47,500) $(24,245,594) $(8,835,406)
============= ============= ============
</TABLE>
See notes to financial statements.
10
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Common Stock Additional
Date of --------------------------- Paid-in
Transaction Shares Amount Capital
----------- ------------ ------------ ------------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1999:
----------------------------
Balance - December 31, 1998 19,621,882 $ 4,905 $15,452,783
Issuance of stock for consulting fees
($0.77 per share) 03/99 78,613 20 62,381
Issuance of stock for consulting fees
($0.72 per share) 06/99 611,572 153 429,035
Issuance of stock for consulting fees
($0.98 per share) 09/99 496,002 124 520,116
Issuance of stock for conversion of debenture
note payable ($0.35 per share) 02/99 987,201 247 341,029
Issuance of stock for finder's fee
($1.94 per share) 12/99 29,518 7 46,302
Issuance of stock for finder's fee
($0.77 per share) 09/99 82,580 20 63,727
Issuance of stock for consulting fees
($2.04 per share) 12/99 100,374 25 190,769
Value assigned to conversion feature of
Convertible Debentures and 84,750 warrants
issued as additional interest 01/99 - - 175,425
Value assigned to additional consideration
for financing activities ($0.72 per share) 05/99 100,000 25 71,975
Issuance of stock ($0.25 per share) 06/99 1,000,000 250 474,750
Issuance of stock ($0.25 per share) 09/99 2,000,000 500 499,500
Issuance of stock ($0.38 per share) 12/99 3,035,000 759 1,179,241
Issuance of stock ($0.25 per share) 12/99 930,000 233 232,267
Issuance of stock ($0.50 per share) 12/99 240,000 60 119,940
Issuance of stock for settlement of
litigation ($2.51 per share) 11/99 181,784 45 456,233
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
11
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Deficit
Accumulated
Unearned During the
Financing Development
Costs Stage Total
------------- ------------- ------------
<S> <C> <C> <C>
Year Ended December 31, 1999:
----------------------------
Balance - December 31, 1998 $ (47,500) $(24,245,594) $(8,835,406)
Issuance of stock for consulting fees
($0.77 per share) - - 62,401
Issuance of stock for consulting fees
($0.72 per share) - - 429,188
Issuance of stock for consulting fees
($0.98 per share) - - 520,240
Issuance of stock for conversion of
debenture note payable ($0.35 per share) - - 341,276
Issuance of stock for finder's fee
($1.94 per share) - - 46,309
Issuance of stock for finder's fee
($0.77 per share) - - 63,747
Issuance of stock for consulting fees
($2.04 per share) - - 190,794
Value assigned to conversion feature of
Convertible Debentures and 84,750 warrants
issued as additional interest (175,425) - -
Value assigned to additional consideration
for financing activities ($0.72 per share) (72,000) - -
Issuance of stock ($0.25 per share) - - 475,000
Issuance of stock ($0.25 per share) - - 500,000
Issuance of stock ($0.38 per share) - - 1,180,000
Issuance of stock ($0.25 per share) - - 232,500
Issuance of stock ($0.50 per share) - - 120,000
Issuance of stock for settlement of
litigation ($2.51 per share) - - 456,278
</TABLE>
See notes to financial statements.
12
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Common Stock Additional
Date of --------------------------- Paid-in
Transaction Shares Amount Capital
----------- ------------ ------------ ------------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1999: (Continued)
----------------------------
Issuance of stock for exercise of warrants
($1.50 per share) 11/99/ 12/99 200,000 $ 50 $ 299,950
Acquisition of 6,795,000 shares of Kurchatov
Research Holdings, Ltd. ($1.07 per share) 09/99 4,530,000 1,133 4,840,305
Acquisition from KRHL for Ekor Technology
interest ($1.069 per share) 11/99 2,000,000 500 2,137,000
Issuance of stock to retire debt of KRHL
assumed with purchase of Ekor Technology
interest ($1.06 per share) 11/99 1,000,000 250 1,068,500
Issuance of stock for exercise of warrants
($0.36 per share) 11/99 75,000 19 26,981
Issuance of stock for conversion of debenture
note payable, interest and penalties
($0.36 per share) 11/99 217,464 54 230,458
Issuance of stock in private sale
($1.59 per share) 12/99 1,882,353 471 2,831,529
Modification of warrants issued - - 123,500
Amortization of unearned financing costs - - -
Net loss - - -
------------ ------------ ------------
Balance - December 31, 1999 39,399,343 $ 9,850 $31,873,696
============ ============ ============
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
13
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Deficit
Accumulated
Unearned During the
Financing Development
Costs Stage Total
------------- ------------- ------------
<S> <C> <C> <C>
Year Ended December 31, 1999: (Continued)
----------------------------
Issuance of stock for exercise of warrants
($1.50 per share) $ - $ - $ 300,000
Acquisition of 6,795,000 shares of Kurchatov
Research Holdings, Ltd. ($1.07 per share) - - 4,841,438
Acquisition from KRHL for Ekor Technology
interest ($1.069 per share) - - 2,137,500
Issuance of stock to retire debt of KRHL
assumed with purchase of Ekor Technology
interest ($1.06 per share) - - 1,068,750
Issuance of stock for exercise of warrants
($0.36 per share) - - 27,000
Issuance of stock for conversion of
debenture note payable, interest and
penalties ($0.36 per share) - - 230,512
Issuance of stock in private sale
($1.59 per share) - - 2,832,000
Modification of warrants issued - - 123,500
Amortization of unearned financing costs 294,925 - 294,925
Net loss - (6,492,312) (6,492,312)
------------- ------------- ------------
Balance - December 31, 1999 $ - $(30,737,906) $ 1,145,640
============= ============= ============
</TABLE>
See notes to financial statements.
14
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Common Stock
Date of ---------------------------
Transaction Shares Amount
----------- ------------ ------------
(1)
<S> <C> <C> <C>
Six Months Ended June 30, 2000
------------------------------
Balance - December 31, 1999 39,399,343 $ 9,850
Issuance of stock for consulting fees
($4.99 per share) 03/00 73,880 18
Issuance of stock for conversion of note
payable and related interest
($0.28 per share) 01/00 200,000 50
Issuance of stock for interest on convertible
debentures ($1.56 per share) 01/00 289,655 74
Issuance of stock for exercise of warrants
($2.00 per share) 02/00 60,000 15
Issuance of stock for exercise of warrants
($1.06 per share) 02/00 125,000 31
Issuance of stock ($5.00 per share) 02/00 1,200,000 300
Stock issued in connection with acquired
technology 03/00 54,000 13
Issuance of stock and warrants to settle
penalties of convertible debentures
($2.00 per share) 03/00 300,000 75
Issuance of stock for conversion of
debentures and interest ($1.06 per share) 03/00 965,661 242
Issuance of stock for exercise of warrants
($1.50 per share) 03/00 100,000 24
Issuance of stock for consulting fees
($3.93 per share) 06/00 24,278 6
Issuance of stock on exercise of warrants
($1.00 per share) 05/00 35,000 9
Issuance of stock ($5.00 per share) 04/00 2,000,000 500
Value assigned to options to purchase 325,000
shares issued to employee as additional
compensation 05/00 - -
Value assigned to warrants issued to employees 05/00 - -
Accrual of shares under reset provisions 06/00 2,000,000 500
Shares repurchased 05/00; 06/00 - -
Net loss - -
------------ ------------
Balance - June 30, 2000 46,826,817 $ 11,707
============ ============
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
15
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Treasury Stock Additional
--------------------------- Paid-in Unearned
Shares Amount Capital Compensation
------------ ----------- ------------ -------------
<S> <C> <C> <C> <C>
Six Months Ended June 30, 2000
---------------------------------
Balance - December 31, 1999 - $ - $ 31,873,696 $ -
Issuance of stock for consulting fees
($4.99 per share) - - 368,727 -
Issuance of stock in payment of note
payable and related interest
($0.28 per share) - - 56,343 -
Issuance of stock for interest on convertible
debentures ($1.56 per share) - - 451,064 -
Issuance of stock on exercise of warrants
($2.00 per share) - - 119,985 -
Issuance of stock on exercise of warrants
($1.06 per share) - - 132,469 -
Issuance of stock ($5.00 per share) - - 5,999,700 -
Stock issued in connection with acquired
technology - - 311,837 -
Issuance of stock and warrants to settle
penalties of convertible debentures
($2.00 per share) - - 1,119,925 -
Issuance of stock on conversion of
debentures and interest ($1.06 per share) - - 1,023,358 -
Issuance of stock on exercise of warrants
($1.50 per share) - - 149,976 -
Issuance of stock for consulting fees
($3.93 per share) - - 94,869 -
Issuance of stock on exercise of warrants
($1.00 per share) - - 34,991 -
Issuance of stock ($5.00 per share) - - 9,499,470 -
Value assigned to options to purchase 325,000
shares issued to employee as additional
compensation - - 187,750 (177,319)
Value assigned to warrants issued to employees - - 204,718 -
Accrual of shares under reset provisions - - (500)
Shares repurchased (1,356,800) (3,405,623) - -
Net loss - - - -
------------ ------------ ------------ ------------
Balance - June 30, 2000 (1,356,800) $(3,405,623) $51,628,378 $ (177,319)
============ ============ ============ ============
</TABLE>
See notes to financial statements.
16
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
Deficit
Accumulated
During the
Development
Stage Total
------------- -------------
<S> <C> <C>
Six Months Ended June 30, 2000
---------------------------------
Balance - December 31, 1999 $(30,737,906) $ 1,145,640
Issuance of stock for consulting fees
($4.99 per share) - 368,745
Issuance of stock in payment of note
payable and related interest
($0.28 per share) - 56,393
Issuance of stock for interest on convertible
debentures ($1.56 per share) - 451,138
Issuance of stock on exercise of warrants
($2.00 per share) - 120,000
Issuance of stock on exercise of warrants
($1.06 per share) - 132,500
Issuance of stock ($5.00 per share) - 6,000,000
Stock issued in connection with acquired
technology - 311,850
Issuance of stock and warrants to settle
penalties of convertible debentures
($2.00 per share) - 1,120,000
Issuance of stock on conversion of
debentures and interest ($1.06 per share) - 1,023,600
Issuance of stock on exercise of warrants
($1.50 per share) - 150,000
Issuance of stock for consulting fees
($3.93 per share) - 94,875
Issuance of stock on exercise of warrants
($1.00 per share) - 35,000
Issuance of stock ($5.00 per share) - 9,499,970
Value assigned to options to purchase 325,000
shares issued to employee as additional
compensation - 10,431
Value assigned to warrants issued to - (3,405,623)
employees
Accrual of shares under reset provisions - -
Shares repurchased - 204,718
Net loss (5,424,781) (5,424,781)
------------- -------------
Balance - June 30, 2000 $(36,162,687) $ 11,894,456
============= =============
</TABLE>
See notes to financial statements.
17
<PAGE>
<TABLE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
For the Six Months Ended For the Period
June 30, from Inception
----------------------------- (May 26, 1995) to
1999 2000 June 30, 2000
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,501,795) $ (5,424,781) $(36,162,687)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 5,128 809,744 968,099
Amortization of deferred and unearned financing
costs 292,413 - 13,276,619
Stock issued for license - - 37,500
Issuance of stock for acquisition of technology - 311,850 311,850
Compensatory element of stock issuances 660,089 678,768 4,462,675
Modification of warrants issued - - 123,500
Issuance of stock in settlement of litigation - - 456,278
Cash provided by (used in) the change in assets
and liabilities:
Increase in prepaid expenses (6,281) - (200)
Increase in other assets (2,199) (3,000) (12,751)
Increase (decrease) in accrued liabilities 632,592 (597,579) 2,349,578
Increase in deferred revenue 150,000 - 225,000
------------- ------------- -------------
NET CASH USED IN OPERATING ACTIVITIES (770,053) (4,224,998) (13,964,539)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Organization and patent costs - - (31,358)
Capital expenditures - - (42,192)
------------- ------------- -------------
NET CASH USED IN INVESTING ACTIVITIES - - (73,550)
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options - - 150
Net proceeds from issuance of common stock - 15,499,970 21,684,072
Proceeds from exercise of warrants 475,000 437,500 764,500
Repayment by stockholders - - 3,000
Proceeds from Convertible Debentures - - 7,000,000
Proceeds from notes payable 450,000 - 450,000
Repayment of notes payable - (400,000) (400,000)
Proceeds from bridge notes - - 2,000,000
Repayments of bridge notes - - (2,000,000)
Borrowings from stockholders - - 561,140
Repayment to stockholders - - (561,140)
Deferred financing costs - - (604,150)
Purchase of treasury stock - (3,405,623) (3,405,623)
------------- ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 925,000 12,131,847 25,491,949
------------- ------------- -------------
(DECREASE) INCREASE IN CASH 154,947 7,906,849 11,453,860
CASH - BEGINNING 1,940 3,547,011 -
------------- ------------- -------------
CASH - ENDING $ 156,887 $ 11,453,860 $ 11,453,860
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 526 $ 508,244 $ 824,691
============= ============= =============
Income taxes $ - $ - $ -
============= ============= =============
</TABLE>
See notes to financial statements.
18
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements are unaudited. These statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission ( the "SEC"). Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. In the opinion of management, the financial
statements reflect all adjustments necessary to state fairly the financial
position and results of operations as of and for the periods indicated. These
financial statements should be read in conjunction with the Company's financial
statements and notes thereto for the year ended December 31, 1999, included in
the Company's Form 10-K as filed with the Securities and Exchange Commission.
The preparation of financial statements in conformity with general 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 statement and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
NOTE 2 - BUSINESS
Eurotech, Ltd. (the "Company") was incorporated under the laws of the District
of Columbia on May 26, 1995. The Company is a development-stage, technology
transfer, holding, marketing and management company, formed to commercialize
new, existing but previously unrecognized, and previously "classified"
technologies, with a particular current emphasis on technologies developed by
prominent research institutes and individual researchers in the former Soviet
Union and in Israel, and to license those technologies for business and other
commercial applications principally in Western and Central Europe, Ukraine,
Russia and North America. Since the Company's formation, it has acquired
development and marketing rights to a number of technologies by purchase,
assignments, and licensing arrangements. The Company intends to operate its
business by licensing its technologies to end- users and through development and
operating joint ventures and strategic alliances. To date, the Company has not
generated any revenues from operations.
19
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 3 - TECHNOLOGY INTERESTS ACQUIRED
a) On August 26, 1996, the Company entered into an agreement with Advanced
Technology Industries, Inc. ("ATI"), previously Kurchatov Research
Holdings, Ltd., pursuant to which it assigned to ATI a 50% interest in
the net profits (after deducting development costs and related expenses
attributable to EKOR) derived by the Company from the sale or licensing
of ATI.
During 1999, the Company acquired from a former member of the Company's
board of directors doing business as CIS Development Corp. ("CIS")
6,795,000 shares, representing approximately 40% of the voting stock,
of ATI. In exchange for these ATI shares, the Company issued 4,530,000
shares of its own common stock valued at $4,841,438. The beneficial
owners of the exchanged ATI shares consist of various Russian
scientists and researchers.
In an agreement, dated as of November 30, 1999, ATI released to the
Company all of its rights in EKOR for the following consideration
provided by the Company:
o Released to ATI all of the Company's royalty rights in the
Re-sealable Container Systems and TetraPak Container
technologies.
o Surrendered to ATI the shares the Company had acquired from
CIS valued at $4,841,438.
o Issued to ATI 2,000,000 shares of Eurotech's common stock
valued at $2,137,500.
o Agreed to pay to ATI a royalty of 2% of gross sales, as
defined, received by Eurotech from all products and services
of ATI by Eurotech, and
o Assumed ATI's obligations to Spinneret Financial Systems, Inc.
Spinneret had previously loaned to ATI $750,000 pursuant to
convertible notes on which ATI was in default and on which
interest and penalties had accrued. Subsequently, and before
year-end, Spinneret converted this liability into 1,000,000
shares of Eurotech common stock valued at $1,068,750.
The total consideration provided to ATI for the acquired technology
interest in EKOR totalled $8,047,688 and is being amortized over a
5-year period commencing November 30, 1999. Amortization expense
related to this intangible asset was $134,128 for the period ended
December 31, 1999 and $804,768 for the six months ended June 30, 2000.
20
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 3 - TECHNOLOGY INTERESTS ACQUIRED (Continued)
b) During the six months ended June 30, 2000, the Company made additional
investments, aggregating $895,000, in six Israeli technology companies
in return for increased ownership interests.
The additional investments of $895,000 were charged to research and
development expenses during the six months ended June 30, 2000, which
reduced the Company's carrying value of its investments in these
companies to zero.
c) During February 2000, the Company entered into a technology acquisition
agreement with a developer. The Company will form and fund a
corporation for the purpose of this agreement named Crypto.Com, Inc.
The Company agreed to pay the developer a salary of $6,000 per month,
plus usual Company benefits, for a period of one year.
d) Pursuant to a technology purchase agreement dated January 1, 1998, the
Company acquired the rights to a certain technology from Oleg L.
Figovsky, Ph.D., a consultant to the Company. The acquisition was
subject to a royalty, payable to Professor Figovsky, equal to 49% of
the net profits derived by the Company from such technology. During
February 2000, the Company acquired all of such royalty interest in the
net profits derived by the Company from such technologies, along with
rights to certain other technologies, for a cash payment to Professor
Figovsky of $235,000, 54,000 shares of the Company's common stock
valued at $311,850, a payment of $15,000 to an Israeli research
institute and a 1% royalty from gross revenue generated by the sales of
such technology for a period of 15 years.
Since the acquired technology is in the development stage, the Company
charged the purchase consideration of $561,850 to research and
development costs during the three months ended March 31, 2000.
21
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 4 - 8% CONVERTIBLE DEBENTURES
Convertible debentures consist of the following:
At December 31, At June 30,
1999 2000
------------- -------------
November 27, 1997 8% Convertible
Debentures (Due November 27, 2000) $ 2,660,000 $ 2,660,000
February 23, 1998 8% Convertible
Debentures (Due February 23, 2001) 3,000,000 3,000,000
July 20, 1998 8% Convertible Debenture 900,000 -
------------- -------------
Total 6,560,000 5,660,000
Less: Current maturities 2,660,000 5,660,000
------------- -------------
Long-term ortion $ 3,900,000 $ -
============= =============
During the three months ended March 31, 2000, accrued interest through December
31, 1999 on the November 1997 and the February 1998 Convertible Debentures
totalling $902,276 was satisfied for a cash payment of $451,138 and the issuance
of 289,655 shares of common stock valued at $451,138.
During the three months ended March 31, 2000, the obligation under the
Convertible Debenture dated July 1998 of $900,000, plus accrued interest of
$123,600, was satisfied by the issuance of 965,661 shares of common stock.
In January 2000, the Company settled penalties outstanding under the November
1997 and February 1998 Convertible Debentures, resulting from a failure to
obtain an effective registration statement during July 1998 and part of 1999.
The penalty was settled in full by Eurotech issuing to the holders of the
debentures 300,000 shares of the Company's common stock and warrants to purchase
250,000 shares of common stock at an exercise price of $3. The consideration
issued to the debenture holders was valued at $1,120,000, which was equal to the
penalty assessed. This obligation of $1,120,000 was included in accrued
liabilities as of December 31, 1999.
In addition, in January 2000, the holders of these Convertible Debentures agreed
to a conversion price floor of $2 per share on all outstanding indebtedness
under the November 1997 and February 1998 Convertible Debentures.
22
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 5 - ACCRUED LIABILITIES
Accrued liabilities consist of the following:
At December 31, At June 30,
1999 2000
------------- -------------
Interest $ 1,087,490 $ 226,400
Penalties related to
registration rights 1,120,000 -
Professional fees 471,119 171,068
Consulting fees 272,894 340,578
Other 187,701 102,448
------------- -------------
$ 3,139,204 $ 840,494
============= =============
NOTE 6 - STOCKHOLDERS' EQUITY
Amendment of Authorized Shares
------------------------------
On June 20, 2000, the Company adopted an amendment to its Articles of
Incorporation providing an increase to the authorized number of shares of common
stock to 100,000,000 and an increase to the authorized number of shares of
preferred stock to 5,000,000.
Secured Promissory Note
-----------------------
On January 6, 1999, the Company's then Chairman and the majority convertible
debt holder provided $450,000 of short-term financing to the Company evidenced
by two secured promissory notes. Each secured promissory note bore interest at
13% per annum and is due January 6, 2000. The promissory notes were
collateralized by the Company's intangible assets. These notes were satisfied in
full in January 2000, as discussed below.
During the quarter ended March 31, 2000, the obligation under a note payable
dated January 1999 of $452,142 was paid in full, including accrued interest of
$52,142.
23
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Secured Promissory Note (Continued)
-----------------------
During the six months ended June 30, 2000, the obligation under a convertible
promissory note dated January 1999 of $50,000, plus accrued interest, payable to
a former Chairman of the Board of the Company, was satisfied by the issuance of
200,000 shares of common stock. In connection with this transaction, warrants to
purchase 9,750 shares of common stock were cancelled.
Common Stock Financing
----------------------
On December 31, 1999, the Company completed the sale to Woodward LLC, an
institutional investor, of 1,882,353 shares of its common stock and a warrant to
purchase 200,000 of its common stock, resulting in net proceeds to the Company
of $2,832,000. Pursuant to the terms of the sale, the Company could have been
compelled to issue to the investor additional shares of common stock based on
certain average closing prices of its common stock over the four-month period
following December 31, 1999.
In addition, another agreement was entered into with the same investor, under
which the Company, at its option, could sell to the investor up to $22 million
value of its common shares. The shares must be registered and the agreement is
subject to monthly limits of $4,000,000, and various other limitations and
restrictions. The purchase price of the common stock for each sale is based on
90% of the average of certain closing prices of its common stock of the
preceding 20 days.
The commitment agreement was amended on June 29, 2000 so that the aggregate
purchase price of the Company's common stock that Woodward may be required to
purchase pursuant thereto is increased to $75,000,000.
On March 2, 2000, pursuant to a further agreement with Woodward LLC, the Company
sold another 1,200,000 shares of its common stock for total proceeds of
$6,315,790. Woodward LLC agreed to hold these shares for at least six months,
during which time the Company agreed to register these shares under the
Securities Act of 1933 for possible resale. The agreement, pursuant to which
these shares were sold, provides that the Company may be required to issue to
Woodward LLC additional shares of common stock in the event that the average bid
price in the market for outstanding Eurotech shares during September and October
2000 is below $6.58.
24
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Common Stock Financing (Continued)
----------------------
The Company entered into another agreement with Woodward LLC on April 24, 2000.
Pursuant to this agreement, the Company sold to Woodward LLC an additional
2,000,000 shares, together with a warrant to purchase 500,000 shares at $10 per
share, for $10,000,000 and certain other consideration. These 2,000,000 shares,
the shares issuable upon the exercise of the warrant and the additional shares
issuable upon "repricing", are also required to be registered under the
Securities Act of 1933. Finally, the shares are subject to "repricing" after
March 31, 2001 if the bid price of outstanding Eurotech shares is not then at
least $9.375. The parties amended this agreement on June 29, 2000 to provide for
the payment by Woodward LLC of a further $1,250,000 upon the effectiveness of
the registration statement registering the shares issued to Woodward LLC in, or
issuable pursuant to "repricing" provisions included in agreements made in,
March and April 2000 or pursuant to warrants.
Based on the current market price of Eurotech shares, the Company estimates that
as many as 2,000,000 additional shares may need to be issued on account of the
"repricing" provisions described above and, accordingly, has recorded the
issuance of such additional shares in the stockholders' equity section of the
June 30, 2000 balance sheet.
Stock Repurchase Program
------------------------
During the six months ended June 30, 2000, the Company repurchased 1,356,800
shares of its common stock for $3,405,623. Of such amount, 1,000,000 shares were
repurchased from CIS for $2,000,000.
Warrants
--------
At June 30, 2000, the Company had outstanding warrants to purchase 1,904,500
shares of the Company's common stock at prices ranging from $0.75 to $5.02
through March 2004.
Warrants Exercised
------------------
During the six months ended June 30, 2000, various individuals exercised
warrants and purchased a total of 320,000 shares of the Company's common stock,
for net proceeds to the Company of $437,500.
25
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Earnings Per Share
------------------
Securities that could potentially dilute basic earnings per share ("EPS") in the
future that were not included in the computation of diluted EPS because to do so
would have been anti-dilutive for the periods presented consist of the
following:
Options to purchase common stock 975,000
Warrants to purchase common stock 1,904,500
Convertible Debentures (assumed conversion at June
30, 2000 market value price and at largest
discount) 2,960,000
---------
Total as of June 30, 2000 5,839,500
=========
NOTE 7 - EMPLOYEE BENEFIT PLAN
The Company adopted a non-contributory 401(k) plan effective January 1, 2000.
The plan covers all employees who are at least 21 years of age with no minimum
service requirements. Contributions to the plan for the six months ended June
30, 2000 totalled $2,582.
NOTE 8 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
Risk of Environmental Liability; Present Lack of Environmental Liability
Insurance
--------------------------------------------------------------------------------
The Company's radioactive contaminant technology is subject to numerous national
and local laws and regulations relating to the storage, handling, emission,
transportation and discharge of such materials, and the use of specialized
technical equipment in the processing of such materials. There is always the
risk that such materials might fail to perform as expected or be mishandled, or
that there might be equipment or technology failures, which could result in
significant claims for personal injury, property damage, and clean-up or
remediation. Any such claims against the Company could have a material adverse
effect on the Company. The Company does not presently carry any environmental
liability insurance, and may be required to obtain such insurance in the future
in amounts that are not presently predictable. There can be no assurance that
such insurance will provide coverage against all claims, and claims may be made
against the Company (even if covered by insurance policies) for amounts
substantially in excess of applicable policy limits. Any such event could have a
material adverse effect on the Company.
26
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 8 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
Concentration of Credit Risk
----------------------------
Financial instruments which potentially subject the Company to concentration of
credit risk consist principally of cash which is at one bank. Future
concentration of credit risk may arise from trade accounts receivable. Ongoing
credit evaluations of customers' financial condition will be performed and,
generally, no collateral will be required.
Business Risks
--------------
The Company requires additional funds to commercialize its technologies and
continue research and development efforts. Until the commencement of sales, the
Company will have no operating revenues, but will continue to incur substantial
expenses and operating losses. No assurances can be given that the Company can
complete development of any technology not yet completely developed, or that
with respect to any technology that is fully developed it can be manufactured on
a large scale basis or at a feasible cost. Further, no assurance can be given
that any technology will receive market acceptance. Being a start-up stage
entity, the Company is subject to all the risks inherent in the establishment of
a new enterprise and the marketing and manufacturing of a new product, many of
which risks are beyond the control of the Company.
New Employment Agreement
------------------------
On May 3, 2000, the Company entered into a three-year employment agreement with
its Chief Operating Officer, providing for an annual base salary of $160,000 and
non-qualified stock options to purchase a total of 325,000 shares of common
stock. Of the options granted, options on 25,000 shares vested immediately at
$1.00 per share and on 100,000 shares will vest on each subsequent anniversary
date at exercise prices of $2.50, $3.00 and $3.50, respectively. All stock
options expire on May 2, 2010.
The Company recorded a total of $187,750 as unearned stock compensation during
the six months ended June 30, 2000, representing the aggregate value of the
common stock based on the market price at the date of the award. The unearned
stock compensation is being amortized over the vesting periods. During the six
months ended June 30, 2000, the Company recorded $10,431 of compensation expense
related to such stock options.
27
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
NOTE 8 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
New Consulting Agreements
-------------------------
The Company entered into a consulting agreement for marketing services to be
provided for $14,000 per month, beginning May 1, 2000 and continuing until
terminated by 120 days written notice.
On May 8, 2000, the Company entered into a consulting agreement for
international product and service marketing and environmental law advice to be
provided for one year at $5,000 per month.
New Technology Transfer Agreement
---------------------------------
On April 6, 2000, the Company entered into a one-year manufacturing and
technology transfer agreement with a California corporation, providing for the
transfer of certain EKOR technology and the manufacture of certain EKOR
products. The agreement will continue automatically from year to year unless
terminated in writing 30 days prior to the annual renewal anniversary.
NOTE 9 - SUBSEQUENT EVENTS
Pursuant to an agreement dated June 20, 2000 between the Company and ATI, the
Company repurchased from ATI, for $1,350,000 cash, 500,000 of the shares of the
Company's common stock that the Company had issued to ATI in November 1999. From
the total consideration, the parties agreed that the Company would deduct the
$350,000 that ATI owed to the Company on account of the sale by the Company to
ATI of the TetraPak technology. The transaction closed on July 14, 2000,
whereupon the Company recognized the $350,000 as revenue.
28
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF
OPERATION.
The following is a discussion of our financial condition, results of our
operations and liquidity. This discussion should be read together with our
financial statements and notes included in this 10-Q.
The following discussion contains certain forward-looking statements that
involve risks and uncertainties. Our actual future results could differ
materially from those foreseen in this discussion.
OVERVIEW
The Company, incorporated in May 1995, is a development stage, technology
transfer, holding and management company formed to commercialize new, existing
but previously unrecognized, and previously "classified" technologies, with a
particular current emphasis on technologies developed by prominent research
institutes and individual researchers in the former Soviet Union and in Israel,
and to commercialize those and other Western technologies for business and other
commercial applications principally in Europe, Ukraine, Russia and North
America.
Until recently, we had been principally engaged in identifying, monitoring,
reviewing and assessing technologies for their commercial applicability and
potential, and in acquiring selected technologies by equity investment,
purchase, assignment and licensing arrangements. Although we intend to continue
identifying, monitoring, reviewing and assessing new technologies, our primary
emphasis will be focused on commercializing our present technologies.
We believe that most of the technologies are presently ready for
commercialization and marketing. To that end, we have decided to devote our
business activities and resources principally to the marketing and sale of the
Technologies. We recently have initiated a marketing and sales program for the
Technologies, and also have initiated discussions with a number of prominent
potential users of the Technologies with a view towards the future negotiation
and execution of licensing and/or joint venture marketing and sales agreements.
We intend to operate our business by licensing our technologies to end users and
through development and operating joint-ventures and strategic alliances. To
date, we have not generated any substantial revenues from our operations.
We have not been profitable since inception and may incur substantial operating
losses over the next twelve months. For the period from inception to June 30,
2000, we incurred a cumulative net loss of approximately $36,162,687. We expect
that we will generate losses until at least such time as we can commercialize
our technologies, if ever. No assurance can be given that any of the our
technologies can be manufactured on a large scale basis or at a feasible cost.
Further, no assurance can be given that any technology will receive market
acceptance. Being a start-up stage entity, we are subject to all the risks
inherent in the establishment of a new enterprise and the marketing and
manufacturing of a new product, many of which risks are beyond our the control.
<PAGE>
RESULTS OF OPERATIONS
For the Six Months Ended June 30, 2000 vs. the Six Months Ended June 30,1999
---------------------------------------------------------------------------
Other than $150,000 of revenues recognized in the fourth quarter of 1999, we
have had no revenues since inception. Consulting expenses increased from
$317,000 for the six months ended June 30, 1999 to $488,000 for the six months
ended June 30, 2000. The increase in consulting expense resulted principally
from an increase in non-cash compensation to consultants. Other general and
administrative expenses increased from $392,000 for the six months ended June
30, 1999, to $1,477,000 for the six months ended June 30, 2000. The increase is
attributable to the addition of salaried employees at our Washington, D.C.
headquarters.
Research and development expenses increased from $294,000 for the six months
ended June 30, 1999 to $1,418,000 for the six months ended June 30, 2000. During
2000, we acquired from Professor Oleg L. Figovsky, Ph.D., the remaining 49% of
the net profits of three Technologies for $250,000 cash and 54,000 shares of
common stock. Such consideration of $562,000 was charged to research and
development expenses during the first quarter of 2000. Research and development
expenditures for 2000 also included $895,000 related to our continuing
investments in six Israeli technology companies and $326,000 for our Russian
technologies.
The depreciation and amortization increased from $5,000 for the six months ended
June 30, 1999 to $810,000 for the six months ended June 31, 2000. This was due
to the amortization expense of $805,000 related to the November 1999 purchase of
technology rights from ATI. Amortization expense related to this asset for the
year 2000 is expected to approximate $1,600,000.
For the six months ended June 30, 1999 and 2000, we incurred operating losses of
$1,868,000 and $5,297,000, respectively. The losses are principally due to
expenses incurred in the acquisition and development of our technologies,
consulting costs, general and administrative expenses, amortization expense and
the lack of revenues.
Other expenses and income, consisting of interest expense, interest income and
amortization of deferred and unearned finance costs, decreased from $634,000 for
the six months ended June 30, 1999 to $128,000 for the six months ended June 30,
2000. Amortization of deferred and unearned financing costs decreased from
$292,000 for the six months ended June 30, 1999 to $-0- for the six months ended
June 31, 2000. The decrease in the amortization of deferred and unearned
financing costs is attributable to unearned financing costs having been fully
amortized during 1999.
If we begin to earn revenues in 2000, such revenues, if recognized, may be
offset to a considerable extent by expenses incurred by us in our continuing
efforts to commercialize, sell and market our technologies, as well as the
amortization of intangible assets.
<PAGE>
For the Three Months Ended June 30, 2000 vs. the Three Months Ended June 30,
1999:
--------------------------------------------------------------------------------
Consulting expenses increased from $204,000 for the three months ended June 30,
1999 to $299,000 for the three months ended June 30, 2000. The increase in
consulting expense resulted principally from an increase in non-cash
compensation to consultants. Other general and administrative expenses increased
from $241,000 for the three months ended June 30, 1999, to $1,048,000 for the
three months ended June 30, 2000. The increase is attributable to the addition
of salaried employees at our Washington, D.C. headquarters.
Research and development expenses increased for the three months ended June 30,
1999 from $199,000 to $425,000, for the three months ended June 30, 2000.
Investments in our six Israeli technology companies increased from $96,000 for
the three months ended June 30, 1999 to $170,000 for the three months ended June
30, 2000.
The depreciation and amortization increased from $2,600 for the three months
ended June 30, 1999 to $405,000 for the three months ended June 30, 2000. This
was due to the amortization expense of $402,000 related to the November 1999
purchase of technology rights from ATI.
For the three months ended June 30, 1999 and 2000, we incurred operating losses
of $1,216,000 and $2,487,000, respectively. The losses are principally due to
expenses incurred in the acquisition and development of our technologies,
consulting costs, general and administrative expenses, amortization expense and
the lack of revenues.
Other expenses and income, consisting of interest expense and amortization of
deferred and unearned finance costs, decreased from $334,280 for the three
months ended June 30, 1999 to $36,469 for the three months ended June 30, 2000.
Amortization of deferred and unearned financing costs decreased from $161,000
for the three months ended June 30, 1999 to $-0- for the three months ended June
30, 2000. The decrease in the amortization of deferred and unearned financing
costs is attributable to unearned financing costs having been fully amortized
during 1999.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of working capital from inception have been net proceeds of:
o $842,000 from a limited offering of our common stock;
o $2,000,000 from a bridge financing completed in 1996 and subsequently
repaid;
o $3,000,000, $3,000,000 and $1,000,000 from private placements of 8%
Convertible Debentures due November 2000, February 2001 and July 2001,
respectively.
o $450,000 from a secured financing obtained in January 1999 and repaid
in January 2000;
o $975,000 from a private offering of 3,900,000 shares of our common
stock in the third quarter of 1999; and
o $3,000,000 from the issuance on December 31, 1999 of 1,882,353 shares
and of warrants to buy an additional 200,000 shares of the Company's
common stock to a single investor on December 31, 1999.
o $6,315,790 from the sale in March 2000 of 1,200,000 shares to such
investor.
o $10,000,000 from the sale in April 2000 of 2,000,000 shares, and
warrants to buy additional 500,000 shares, to such investor.
o In connection with the last three items, we paid a total of $965,790 in
consulting fees.
The Debentures discussed above may be converted into shares of our common stock
at beneficial conversion rates based on the timing of the conversion. During the
three months ended March 31, 2000, a debenture holder converted the remaining
balance of the July 1998 obligation of $900,000 and related accrued interest in
exchange for 965,661 shares of our common stock. During 1999, a debenture holder
exercised the conversion right under the November 27, 1997 and July 20, 1998
Convertible Debenture agreements and converted principal of $410,000 and accrued
interest of $161,788 into 1,204,665 shares of our common stock. During 1998, a
debenture holder exercised the conversion right under the November 27, 1997
Convertible Debenture agreement and converted principal of $30,000 and accrued
interest of $2,194 into 100,002 shares of our common stock. Based on the bid
price of our common stock at June 30, 2000, the debentures' principal currently
outstanding could be converted into approximately 2.9 million shares of our
common stock. In January 2000, we reached an agreement with the holders of the
convertible debentures pursuant to which we paid all interest arrearages and the
holders agreed to a $2.00 per share conversion price floor on the debentures
that remain outstanding.
On January 6, 1999, our former Chairman and the majority convertible debt holder
provided $450,000 of short-term financing to us, evidenced by a $50,000 and a
$400,000 secured promissory notes, respectively. We repaid the $400,000 note on
its due date from the proceeds of the December 31, 1999 $3,000,000 stock and
warrant financing. In January 2000, our former Chairman converted his $50,000
note, plus accrued interest, into 200,000 shares of our common stock.
<PAGE>
We have agreed in principle to fund the commercialization of certain
technologies developed in the former Soviet Union by scientists and researchers
at Kurchatov Institute (which is not related to ATI) and members of Euro-Asian
Physical Society (EAPS). These scientists and researchers are providing the
materials, facilities and personnel to complete the necessary work to
commercialize such technologies.
We also have agreed in principle to provide funding in connection with our
continuing investments in six Israeli technology companies. Total expenditures
under these programs approximated $1,843,000 during the six months ended June
30, 2000. Our principal source of funding for these expenditures during the six
months ended June 30, 2000 was the proceeds of private sales of our stock.
As part of the December 31, 1999 transaction, pursuant to which we issued
1,882,353 shares and a warrant to buy an additional 200,000 shares of our common
stock for $3,000,000, the investor agreed to permit us to sell to it additional
shares of common stock over time and subject to certain conditions for up to a
total of $25,000,000, increased to $75,000,000 pursuant to an amendment dated
June 29, 2000. As mentioned above, another 1,200,000 shares were issued to such
investor in March 2000 for a further financing under this commitment of
$6,315,790, and in April 2000 for a further financing under this commitment
amounting to $10,000,000.
During the six months ended June 30, 2000, we repurchased 356,800 shares of our
common stock in the open market for $1,405,623. Further, we repurchased
1,000,000 shares of our common stock held by CIS for $2,000,000.
As of June 30, 2000, we had working capital of $4,729,000 and stockholders'
equity of $11,894,000, respectively.
The improvement since December 31, 1999 is attributable to the $15,499,970 of
net proceeds from the sale of common stock during the six months ended June 30,
2000.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The registrant is not currently a party to any material legal
proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) On April 25, 2000, the registrant sold to Woodward LLC, a Cayman
Islands investment fund, 2,000,000 shares of its common stock, $.00025 par
value, together with a warrant to purchase further 500,000 such shares at an
exercise price of $10 per share, for consideration consisting of $10,000,000
cash and other consideration. The investor subsequently agreed to pay for these
shares additional consideration of $1,250,000 upon the effectiveness of the
registration statement referred to in the next sentence. None of these shares
were registered upon their issuance in reliance on Section 4(2) of the
Securities Act of 1933 but are expected to be registered, together with other
shares issued to this investor and other investors and shares issuable to this
investor and other investors in the event of "repricing" of these shares or upon
the exercise of warrants, in accordance with various registration rights
agreements with this investor and such other investors, pursuant to a
registration statement that the registrant presently intends to file a few days
after this report. The proceeds of this issuance were used to effect the share
repurchases described in the next paragraph, for general corporate purposes and
for working capital.
Since March 31, 2000, the registrant effected the following repurchases
of shares of its common stock:
o On May 3, 2000, the registrant repurchased for Peter Gulko
d/b/a CIS Development Corp. 1,000,000 shares for $2,000,000
cash.
o On June 7, 2000, the registrant repurchased from Phillips,
Nizer, Benjamin, Krim & Ballon LLP, for $215,000 cash, 50,000
shares that the registrant had previously issued to that firm
as collateral security for the payment of legal fees.
o On July 14, 2000, the registrant repurchased 500,000 shares
from Advanced Technology Industries, Inc. (formerly Kurchatov
Research Holdings, Ltd.) for $1,350,000 cash.
o Between March 31 and June 30, 2000, the registrant purchased
in the market 306,800 shares for an aggregate consideration of
$1,190,623.
(d) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The registrant's shareholders held an annual meeting on June 13, 2000.
At this meeting (or, in the case of the fourth item of business described below,
at an adjourned meeting on June 20, 2000), the shareholders -
1. Elected the following persons as the directors of the registrant for
the period to end at the 2001 annual meeting:
Randolph A. Graves, Jr.
Don V. Hahnfeldt
Leonid Khotin
Simon Nemzov
Chad A. Verdi
2. Ratified the selection of Tabb, Conigliaro & McGann, P.C. as the
independent accountants to audit the registrant's financial statements
for the year ending December 31, 2000.
3. Approved the registrant's 1999 Incentive Stock Option Plan.
4. Approved the amendment of the registrant's Articles of Incorporation to
increase its authorized capital stock from 50,000,000 shares of common
stock, $.00025 par value and 1,000,000 shares of blank check preferred
stock, $.01 per value, to 100,000,000 shares of such common stock and
5,000,000 shares of such preferred stock.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The Exhibits listed in the attached Exhibit Index are filed
herewith or incorporated herein by reference, as indicated in therein.
(b) Reports on Form 8-K. None filed during the quarter being reported
on.
[The rest of this page has been left blank intentionally]
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
August 11, 2000 EUROTECH, LTD.,
By /s/ Don V. Hahnfeldt
-------------------------------------
Don V. Hahnfeldt
President and Chief Executive Officer
/s/ Jon W. Dowie
---------------------------------
Jon W. Dowie
Chief Financial Officer
<PAGE>
<TABLE>
EUROTECH, LTD.
EXHIBIT INDEX
<CAPTION>
Location
Exhibit No. Description Reference
----------- ----------- ---------
<S> <C> <C>
3.1.1 Articles of Incorporation of Eurotech, Ltd. and amendment thereto 1
3.1.2 Articles of Amendment adopted June 20, 2000 and corresponding
Certificate of Amendment dated June 21, 2000 *
3.2.1 Bylaws of Eurotech Ltd. 1
3.2.2 Amendment to Bylaws adopted February 23, 2000 to fix the number
of directors at 5. 9
4.1 Form of Common Stock certificate 1
10.1.1 License Agreement dated September 6, 1996 between Euro-Asian
Physical Society and ERBC Holding, Ltd. 1
10.1.2 Sub-License Agreement dated September 16, 1996 between ERBC
Holding, Ltd. and Eurotech, Ltd. 1
10.1.3 Agreement dated January 28, 1997 between Eurotech, Ltd. and
Kurchatov Research Holdings, Ltd. 1
10.1.4 Memorandum of Intent among Chernobyl Nuclear Power Plant, I. V.
Kurchatov Institute, Ukrstroj and Eurotech, Ltd. 1
10.1.5 Agreement dated December 6, 1996 between Ukrstoj and Chernobyl
Nuclear Power Plant 1
10.1.6 Agreement dated December 11, 1996 among Ukrstroj, Eurotech, Ltd.
and Euro-Asian Physical Society 1
10.2.1 Technology Purchase Agreement between Eurotech, Ltd. and Oleg L.
Figovsky 2
10.2.2 Technology Purchase Agreement between Eurotech, Ltd. and Oleg L.
Figovsky 2
10.2.3 Technology Purchase Agreement between the Company and Oleg L.
Figovsky 2
10.2.4 Agreement dated February 27, 2000 between Eurotech, Ltd. and Oleg
L. Figovsky (acquisition of the rights to 49% of net profits) 8
10.3 Preliminary EKOR (Component A)/Block Copolymer manufacturing
licensing agreement between Eurotech, Ltd. and NuSil Technology 9
10.4 Agency Contract dated May 19, 2000 between Eurotech, Ltd. and
McPhee Environmental Supply *
10.5.1 Share Purchase Agreement dated June 29, 2000 between Zohar
Gendler and Europtech, Ltd. (Rademate Ltd.) *
<PAGE>
10.5.2 Share Purchase Agreement dated June 29, 2000 between Technion
Entrepreneurial Incubator Co., Ltd. and Eurotech, Ltd. (Rademate
Ltd.) *
10.5.3 Share purchase agreement date July 23, 2000 between Sorbtech Ltd.
and Eurotech, Ltd. *
10.5.4 Investment Agreement entered into in May, 2000 between Amsil,
Ltd. and Eurotech, Ltd. *
10.6.1 Form of Agreement among Eurotech, Ltd., V. Rosenband and C.
Sokolinsky, and Ofek Le-Oleh Foundation 2
10.6.2 Equity Sharing Agreement between the Company, V. Rosenband and C.
Sokolinsky 2
10.6.3 Voting Agreement among Eurotech, Ltd., V. Rosenband and C.
Sokolinsky 2
10.7.1 Investment Agreement between Eurotech, Ltd. and Chemonol, Ltd. 2
10.7.2 Equity Sharing Agreement between the Company and Leonid
Shapovalov 2
10.7.3 Voting Agreement between Eurotech, Ltd. and Leonid Shapovalov 2
10.8.1 Agreement between Eurotech, Ltd. and Separator, Ltd. 2
10.8.2 Equity Sharing Agreement between Eurotech, Ltd. and Efim Broide 2
10.8.3 Voting Agreement between Eurotech, Ltd. and Efim Broide 2
10.9.1 Form of Agreement among Eurotech, Ltd., Ofek Le-Oleh Foundation
and Y. Kopit 2
10.9.2 Equity Sharing Agreement among Eurotech, Ltd., Y. Kopit and V.
Rosenband 2
10.9.3 Voting Agreement among Eurotech, Ltd., Y. Kopit and V. Rosenband 2
10.10 Form of License Agreement between the Company and ERBC Holdings,
Ltd. 2
10.11.1 Cooperation Agreement between Eurotech, Ltd. and
Forschungszentrum Julich GmbH 2
10.11.2 Agreement among Eurotech, Ltd., Forschungszentrum Julich and two
other entities for the testing of EKOR in Germany 7
10.12.1 Convertible Debenture Purchase Agreement among Eurotech, Ltd.,
JNC Opportunity Fund, Ltd. and Diversified Strategies Fund, L.P. 2
10.12.2 Escrow Agreement among Eurotech, Ltd., JNC Opportunity Fund, Ltd.
and Diversified Strategies Fund, L.P. and Robinson, Silverman,
Pearce, Aronsohn & Berman, LLP 2
<PAGE>
10.12.3 Registration rights Agreement among Eurotech, Ltd., JNC
Opportunity Fund, Ltd. and Diversified Strategies Fund, L.P. 2
10.12.4 Form of 8% Convertible Debenture Due November 27, 2000 issued by
Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 2
10.12.5 Form of 8% Convertible Debenture Due November 27, 2000 issued by
Eurotech, Ltd. to Diversified Strategies Fund, L.P. 2
10.12.6 Warrant No. 1 issued by Eurotech, Ltd. to JNC Opportunity Fund,
Ltd. 2
10.12.7 Warrant No. 2 issued by Eurotech, Ltd. to Diversified Strategies
Fund, L.P. 2
10.12.8 Warrant No. 3 issued by Eurotech, Ltd. to Diversified Strategies
Fund, L.P. 2
10.13.1 Convertible Debenture Purchase Agreement between Eurotech, Ltd.
and JNC Opportunity Fund, Ltd. 2
10.13.2 Escrow Agreement among Eurotech, Ltd., JNC Opportunity Fund, Ltd.
and Robinson, Silverman, Pearce, Aronsohn and Berman, LLP 2
10.13.3 Registration Rights Agreement between Eurotech, Ltd. and JNC
Opportunity Fund Ltd. 2
10.13.4 Form of 8% Convertible Debenture Due February 23, 2001 issued by
Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 2
10.13.5 Warrant No. 3 issued by Eurotech, Ltd. to JNC Opportunity Fund
Ltd. 2
10.14.1 Debenture Purchase Agreement between Eurotech, Ltd and JNC
Strategic Fund Ltd. 2
10.14.2 Form of 8% Convertible Debenture No.1 Due July 20, 2001 issued by
Eurotech, Ltd. to JNC Strategic Fund Ltd. 3
10.14.3 Form of 8% Convertible Debenture No.2 Due February 23, 2001
issued by Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 3
10.14.4 Warrant No. 4 issued by Eurotech, ltd. to JNC Strategic Fund Ltd. 3
10.14.5 Registration Rights Agreement issued by Eurotech, Ltd. to JNC
Strategic Fund Ltd. 3
10.14.6 Amended and Revised 8% Convertible Debenture No.1 Due February
23, 2001 issued by Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 3
10.14.7 Amended and Revised 8% Convertible Debenture No.2 Due July 20,
2001 issued by Eurotech, Ltd. to JNC Strategic Fund Ltd. 3
10.14.8 Amended and Revised 8% Convertible Debenture No.13 Due November
27, 2000 issued by Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 3
10.14.9 Amended and Revised 8% Convertible Debenture No.14 due November
27, 2000 issued by Eurotech, Ltd. to Diversified Strategies Fund,
L.P. 3
<PAGE>
10.14.10 Agreement dated February 25, 2000 regarding conversion price 3
10.15.1 Agreement between Eurotech, Ltd. and David Wilkes 3
10.15.2 Secured Promissory Note issued by Eurotech, Ltd. to JNC Strategic
Fund Ltd. 3
10.15.3 Secured Promissory Note issued by Eurotech, Ltd. to David Wilkes 3
10.15.4 Secured Promissory Note issued by Eurotech, Ltd. to David Wilkes 3
10.15.5 Escrow Agreement among the Company, JNC Strategic Fund Ltd. and
Encore Capital Management, L.L.C. 3
10.15.6 Security Agreement by Eurotech, Ltd. in favor of JNC Strategic
Fund Ltd. and David Wilkes 3
10.15.7 Warrant issued by Eurotech, Ltd. to JNC Strategic Fund Ltd. 3
10.15.8 Warrant issued by the Company to David Wilkes 4
10.15.9 Form of 8% Convertible Debenture Due Three Years from Original
Issue Date issued by Eurotech, Ltd. to JNC Strategic Fund Ltd. 4
10.15.10 Employment Agreement between Eurotech, Ltd. and Frank Fawcett 4
10.15.10 Disengagement Agreement between Eurotech, Ltd. and Frank Fawcett 7
10.16.1 Employment Agreement between Eurotech, Ltd. and Don V. Hahnfeldt 4
10.16.2 Revised employment agreement between Eurotech, Ltd. and Don V.
Hahnfeldt 7
10.17 Agreement dated September 9, 1999 between Eurotech, Ltd. and
Peter Gulko (acquisition of KRHL shares) 5
10.18.1 Agreement dated as of November 30, 1999 between Eurotech, Ltd.
and Kurchatov Research Holdings, Ltd. 7
10.18.2 Agreement dated June 20, 2000 between Eurotech, Ltd. and Advanced
Technology Industries, Inc. (formerly Kurchatov Research
Holdings, Ltd.) *
10.19 Agreement dated as of December 15, 1999 between Eurotech, Ltd.
and Spinneret Financial Systems, Inc. 7
10.20.1 Common Stock Purchase Agreement dated December 31, 1999 between 1
Eurotech, Ltd. and Woodward LLC 7
10.20.2 Warrant issued by Eurotech, Ltd. to Woodward LLC on December 31,
1999 7
10.20.3 Registration Rights Agreement dated December 31, 1999 between
Eurotech, 1 Ltd. and Woodward LLC 7
<PAGE>
10.20.4 Commitment Agreement ($22,000,000) between Eurotech, Ltd. and
Woodward LLC 7
10.20.5 Escrow Agreement dated December 31, 1999 among Eurotech, Ltd.,
Woodward LLC and Krieger & Prager 7
10.20.6 Common Stock Purchase Agreement dated as of March 1, 2000 between
Eurotech, Ltd. and Woodward LLC 9
10.20.7 Common Stock Purchase Agreement dated as of April 24, 2000
between Eurotech, Ltd. and Woodward LLC *
10.20.8 Registration Rights Agreement dated as of April 24, 2000 between
Eurotech, Ltd. and Woodward LLC *
10.20.9 Warrant issued by Eurotech, Ltd. to Woodward LLC on June 22, 2000 *
10.20.10 Amendment Agreement dated June 29, 2000 between Eurotech, Ltd.
and Woodward LLC, amending April 24, 2000 Common Stock Purchase
Agreement and Registration Rights Agreement and December 31, 2000
Commitment Agreement *
10.21 Technology Acquisition and Development Agreement related to
Cypto.Com, Inc. 9
23.1 Consent of Tabb, Conigliaro & McGann, P.C. 8
27 Financial data schedule *
</TABLE>
(for Legend, see next page)
<PAGE>
Legend:
------
* Filed as an Exhibit to the current filing
1 Incorporated by reference to such Exhibit filed with our registration
statement on Form 10 on file with the Commission, file number 000-22129
2 Incorporated by reference to such Exhibit filed with Pre-Effective
Amendment No. 2 to our registration statement on Form S-1, File No.
333-26673, on file with the Commission
3 Incorporated by reference to such Exhibit filed with our current report
on Form 8-K as of August 3, 1998, on file with the Commission
4 Incorporated by reference to such Exhibit filed with Post-Effective
Amendment No. 1 to our registration statement on Form, S-1, File No.
333-26673, on file with the Commission
5 Incorporated by reference to such Exhibit filed by Peter Gulko with his
Statement on Schedule 13D
6 Incorporated by reference to such Exhibit filed with our current report
on Form 8-K as of November 30, 1999, on file with the Commission
7 Incorporated by reference to such Exhibit filed with Post-Effective
Amendment No. 2 to our registration statement on Form S-1, File No.
333-26673, on file with the Commission
8 Incorporated by reference to such Exhibit filed with our annual report
on Form 10-K for the year ended December 31, 1999, on file with the
Commission
9 Incorporated by reference to such Exhibit filed with our quarterly
report of Form 10-Q for the quarter ended March 31, 2000, on file with
the Commission
