UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended DECEMBER 31, 1998 Commission File Number: 000-23413
MEDICAL SCIENCE SYSTEMS, INC.
(Name of Small Business Issuer in its Charter)
TEXAS 94-3123681
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 N.E. LOOP 410, SUITE 820
SAN ANTONIO, TEXAS 78216
(Address of principal executive offices)(Zip Code)
Issuer's Telephone Number: (210) 349-6400
Securities registered under Section 12(b) of the Exchange Act:
(Title of each class) (Name of each exchange on which registered)
COMMON STOCK, NO PAR VALUE BOSTON STOCK EXCHANGE
Securities registered under Section 12(g) of the Exchange Act:
(Title of each class)
COMMON STOCK, NO PAR VALUE
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES (X) NO ( )
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( )
State issuer's revenues for its most recent fiscal year: $412,942.
As of March 23, 1999, the aggregate value of the Registrant's Common Stock held
by non-affiliates, based upon the average bid and asked price as of such date,
was $2,649,732.
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: There were 5,548,470 shares of the
Registrant's Common Stock issued and outstanding as of March 23, 1999.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
MARKET INFORMATION
The Company's Common Stock began trading on The Nasdaq SmallCap Market on
November 26, 1997 under the symbol "MSSI" and on the Boston Stock Exchange under
the symbol "MSC." Prior to that date, there was no established trading market
for the Common Stock. the following table sets forth, for the periods indicated,
the high and low bid prices for the Common Stock, as reported by the Nasdaq
Small Cap market, since the Common Stock commenced public trading. The
quotations represent prices in the over-the-counter market between dealers and
securities, and do not include retail markup, markdown or commissions and may
not necessarily represent actual transactions.
1998: HIGH LOW
---- ---
First Quarter.......................... $6.063 $2.938
Second Quarter ........................ $5.00 $3.50
Third Quarter.......................... $4.25 $1.313
Fourth Quarter......................... $2.125 $0.469
1997:
November 26 - December 31, 1997........ $9.00 $3.875
NUMBER OF SHAREHOLDERS
As of March 23, 1999, there were approximately 475 beneficial holders and
97 record holders of the Company's Common Stock.
DIVIDENDS
The Company has not declared any dividends to date and does not plan to
declare any dividends in the foreseeable future.
USE OF PROCEEDS FROM SALES OF REGISTERED SECURITIES
On November 26, 1997, the Company completed an initial public offering of
its Common Stock, no par value (the "Offering"). Aggregate proceeds from the
Offering were $16,200,000, and the net proceeds were $14,904,000. Of the net
proceeds, $1,815,042 has been used to repay debt, $2,836,018 has been used for
research and development expenses, $4,291,384 has been used for marketing and
sales expenses, $3,652,771has been used for general and administrative expenses,
$200,900 has been paid to Michael G. Newman, a director and former employee of
the
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Company, pursuant to a severance agreement, and the remaining $2,308,785 has
been allocated to general working capital requirements.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MEDICAL SCIENCE SYSTEMS, INC.
Date: May 18, 1999 By: /s/ U. SPENCER ALLEN
U. Spencer Allen
Chief Financial Officer and Treasurer
In accordance with the Exchange Act, this amended report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the date indicated.
SIGNATURES TITLE DATE SIGNED
/s/ PAUL J. WHITE President, Chief Executive
Paul J. White Officer and Director May 18, 1999
(PRINCIPAL EXECUTIVE OFFICER)
/s/ U. SPENCER ALLEN Chief Financial Officer and
U. Spencer Allen Treasurer May 18, 1999
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ KENNETH S. KORNMAN Chief Scientific Officer and May 18, 1999
Kenneth S. Kornman Director
/s/ MICHAEL G. NEWMAN Secretary and Director May 18, 1999
Michael G. Newman
/s/ THOMAS A. MOORE Director May 18, 1999
Thomas A. Moore
/s/ RONALD A. LAROSA Director May 18, 1999
Ronald A. LaRosa
/s/ PHILIP R. REILLY
Philip R. Reilly Director May 18, 1999
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