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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
ON
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended March 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 No. 000-22501
SpectruMedix Corporation
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(Name of Small Business Issuer in Its Charter)
Delaware 25-1686354
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2124 Old Gatesburg Road, State College, Pennsylvania 16803
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(Address of principal executive offices) (ZIP Code)
(814) 867-8600
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(Issuer's Telephone Number, Including Area Code)
SECURITIES REGISTERED UNDER TO SECTION 12 (b) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED UNDER TO SECTION 12 (g) OF THE EXCHANGE ACT:
Common Stock, $0.00115 par value
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(Title of Class)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ________
No X
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Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
State issuer's revenue for its most recent fiscal year. $317,672
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The aggregate market value of the voting and non-voting Common Stock held by
non-affiliates of the registrant, computed by reference to the closing sales
price of the Common Stock on the OTC Bulletin Board on September 10, 1999 was
$1,655,153.*
The number of shares of the Registrant's Common Stock outstanding was
3,658,041 as of September 10, 1999.
Transitional Small Business Disclosure Format (check one): Yes __ No X
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DOCUMENTS INCORPORATED BY REFERENCE
None.
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*Excludes 1,355,220 shares of the Registrant's Common Stock held by the chief
executive officer and director and affiliated parties at September 10, 1999.
Exclusion of such shares should not be construed to indicate that any such
person possesses the power, direct or indirect, to direct or cause the direction
of the management or policies of the Registrant or that such person is
controlled by or under common control with the Registrant.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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Market For Common Equity And Related Stockholder Matters
The Company's Common Stock and Redeemable Warrants trade on the Nasdaq OTC
Bulletin Board under the symbols SMDX AND SMDXW, respectively. The Company's
units, with each unit consisting of one share of Common Stock and one Redeemable
Warrant to purchase one share of Common Stock (the "Units"), were traded from
September 16, 1997 through September 1998. The Company's Common Stock and
Redeemable Warrants began trading separately on December 17, 1997.
Set forth below is the range of high and low bid prices for the Company's
Common Stock for each quarter commencing on or after December 17, 1997, as
regularly quoted on the Nasdaq OTC Bulletin Board. The quotations reflect inter-
dealer prices, without retail mark-up, mark-down or commission, and may not
represent actual transactions.
<TABLE>
<CAPTION>
High Low
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<S> <C> <C>
Q3 FY 98 (commencing December 17, 1997) 5 1/2 5 1/2
Q4 FY 98 7 3/8 5 1/2
Q1 FY 99 9 1/8 6
Q2 FY 99 9 1
Q3 FY 99 2 3/16
Q4 FY 99 17/32 3/16
Q1 FY 00 9/32 3/32
Q2 FY 00 (through September 10, 1999) 23/32 5/32
</TABLE>
As of August 20, 1999, there were approximately 61 holders of record of the
Company's Common Stock. No dividends have been paid on the Common Stock since
the Company's inception, and the Company does not anticipate paying any
dividends in the foreseeable future.
Recent Sales of Unregistered Securities; Use of Proceeds From Registered
Securities
Recent Sales of Unregistered Securities
In July 1999, the Company issued 2,000 shares of its Series A Preferred
Stock to PE Corporation in exchange for $2,000,000.
In May 1999, Dr. Adlerstein, the Company's Chief Executive Officer
exercised an option to purchase 127,827 shares of the Company's Common Stock.
In October 1998, the Company issued 15,000 shares of Common Stock in
exchange for the assets of Laser Diagnostics.
In March 1998, the Company issued 22,000 shares of Common Stock as a gift
to a certain charitable organization.
In February 1998, the Company issued to a consultant 7,000 shares of Common
Stock as compensation in connection with a consulting services agreement between
such consultant and the Company.
In October 1997, the holder of a $300,000 promissory note converted such
note into 104,348 shares of Common Stock.
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In September 1997, the Company issued 8,166 shares of Common Stock in lieu
of interest payments on a note payable.
Use of Proceeds From Registered Securities.
In the Company's initial public offering ("Public Offering"), the Company
registered and sold 1,200,600 units, with each unit consisting of one share of
the Company's common stock and one redeemable warrant to purchase one share of
the Company's common stock, for an aggregate price of $6,903,450. In connection
with the Public Offering, the issuer allowed underwriting discounts and
commissions of $690,345 and incurred aggregate expenses of $1,015,100, broken
down as follows: a non-accountable expense allowance of $207,104, a consulting
fee in the amount of $100,000 and offering expenses of $707,996. Net offering
proceeds to the Company after deducting expenses were $5,198,055. Of the net
proceeds, approximately $250,000 has been used to pay professional fees,
approximately $1,620,000 has been used to repay indebtedness, including
approximately $75,000 of indebtedness to officers and directors of the Company,
and approximately $620,000 has been used towards repayment of accounts payable.
The remaining proceeds were allocated substantially as set forth in the
prospectus (the "Prospectus") included in the Registration Statement (File No.
333-31843) relating to the Public Offering. This use of proceeds does not
represent a material change in the use of proceeds described in the Prospectus.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: September 15, 1999
SPECTRUMEDIX CORPORATION
By:/s/ Joseph K. Adlerstein
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Joseph K. Adlerstein, Ph.D.
President, Chief Executive Officer and Sole Director
