<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
------- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission file number: 001-13467
COMMONWEALTH BIOTECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Virginia 54-1641133
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
601 Biotech Drive, Richmond, Virginia 23235
(Address of principal executive offices)
(804) 648-3820
(Issuer's telephone number)
_________________________________________
Check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No _____
-------
As of May 11, 2000, 1,728,164 shares of common stock, no par value, of the
registrant were outstanding.
Transitional Small Business Disclosure Format (Check one) Yes: No: X
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<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
COMMONWEALTH BIOTECHNOLOGIES, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
--------------- -----------------
<S> <C>
(unaudited)
-----------
ASSETS
Current Assets
Cash and Cash Equivalents $ 53,634 $ 31,630
Accounts Receivable 498,723 458,677
Prepaid Expenses & Inventory 169,065 70,269
----------- -----------
Total Current Assets $ 1,321,422 $ 560,576
----------- -----------
Property Plant and Equipment, net $ 7,018,604 $ 7,019,109
----------- -----------
Other Assets
Restricted Cash $ 423,565 $ 418,047
Bond Issue Cost, net 246,751 249,437
Long Term Accounts Receivable 37,639 -
Deposits 3,200 3,200
----------- -----------
Total Other Assets $ 711,155 $ 670,684
----------- -----------
Total Assets $ 9,051,181 $ 8,250,369
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable & Other $ 499,207 $ 480,726
Current Liabilities
Deferred Revenue 6,545 5,460
Line of Credit 288,000 282,000
Current Portion of Capital Lease 38,615 -
Demand Note 179,680 199,680
----------- -----------
Total Current Liabilities $1 ,012,047 $ 967,866
----------- -----------
Deferred Revenue $ 37,369 $ -
----------- -----------
Long Term Debt:
Bonds $ 4,000,000 $ 4,000,000
Capital Lease 39,591 -
----------- -----------
Total Long Term Debt $ 4,039,591 $ 4,000,000
----------- -----------
Total Liabilities $ 5,089,277 $ 4,967,866
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock, no par value
10,000,000 authorized, March
31, 2000
1,736,045, December 31, 1999 $ - $ -
1,643,727
Additional Paid-in-Capital 9,528,467 8,925,742
Accumulated Deficit (5,566,563) (5,643,239)
----------- -----------
Total Stockholders' Equity $ 3,961,904 $ 3,282,503
----------- -----------
Total Liabilities and Stockholders Equity $ 9,051,181 $ 8,250,369
----------- -----------
</TABLE>
<PAGE>
See accompanying notes to condensed financial statements
COMMONWEALTH BIOTECHNOLOGIES, INC.
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months
Ended March 31, 2000 Ended March 31, 1999
<S> <C>
REVENUE
Short Term Projects $ 219,270 $ 220,238
Long Term Projects 947,724 214,317
Research Grants 15,727 72,963
AccuTrac 3,160 5,150
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Total Revenue $1,185,881 $ 512,668
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COST AND EXPENSES
Cost of Services $ 628,016 $ 310,679
Sales, Gen. & Admin. 366,855 609,055
Research and Development 35,925 118,638
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TOTAL COST AND EXPENSES $1,030,796 $1,038,372
---------- ----------
OPERATING INCOME (LOSS) $ 155,085 $ (525,704)
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OTHER INCOME (EXPENSES)
Interest Expense $ (85,331) $ (75,927)
Interest Income 6,922 26,059
Other Income - 28,193
---------- ----------
Total Other Income (Expense) $ (78,409) $ (21,675)
---------- ----------
NET INCOME (LOSS) $ 76,676 $ (547,379)
---------- ----------
Income (loss) per share, basic $.05 $(0.33)
Income (loss) per share, diluted $.04 $(0.33)
See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>
COMMONWEALTH BIOTECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,2000 March 31,1999
----------------- ------------------
<S> <C>
Cash flows from operating activities
Net Income (Loss) $ 76,676 $ (547,379)
Adjustments to reconcile net income (loss) to
net cash provided by (used by) operating
Activities:
Depreciation and amortization 144,978 132,635
Changes in:
Accounts receivable (77,685) (35,487)
Prepaid expenses & Inventory (98,797) (134,464)
Restricted Cash (5,518) 1,480
Deferred Revenue 38,724 (61,926)
Accounts payable and accrued expenses 18,481 (223,385)
-------- ----------
Net cash provided by (used in) operating activities $ 96,859 $ (868,526)
-------- ----------
Cash flows from investing activities
Purchases of property plant and equipment $(45,536) $ (75,687)
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Cash flows from financing activities
Proceeds from issuance of Common Stock $602,725 $ 31,500
Principal payments on demand note (32,044) (15,000)
-------- ----------
Net cash provided by financing activities $570,681 $ 16,500
-------- ----------
Net increase (decrease) in cash and cash $622,004 $ (927,713)
equivalents
Cash and cash equivalents, beginning of year $ 31,630 $2,091,586
-------- ----------
Cash and cash equivalents, end of year $653,634 $1,163,873
================== ===================
Supplemental schedule of non-cash investing
and financing activities
Capital lease obligation incurred for use of equipment $ 90,250 $ -
-------- ----------
Cash Paid for interest $ 76,644 $ 74,911
-------- ----------
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
Notes To Condensed Financial Statements
(1) In the opinion of the Company, the accompanying condensed financial
statements that are unaudited, except for the condensed balance sheet
dated December 31,1999 contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial
position as of March 31, 2000 and December 31,1999 and the results of
operations and cash flows for the three months ended March 31, 2000
and 1999.
(2) The results of operations for the three months ended March 31, 2000 and
1999 are not necessarily indicative of the results to be expected for
the full year.
(3) Earnings (loss) Per Share
The Company follows the guidance provided in FASB Statement No. 128
which requires dual presentation of basic and diluted earnings per
share (EPS) with a reconciliation of the numerator and denominator of
the EPS computations. Basic per share amounts are based on the
weighted average shares of common stock outstanding. Diluted earnings
per share assume the conversion, exercise or issuance of all potential
common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings
per share. Accordingly, this presentation has been adopted for all
periods presented. The basic and diluted weighted average shares
outstanding are as follows:
Three months ended March 31,
2000 1999
Weighted average shares outstanding
shares used for basic EPS 1,682,326 1,638,104
Plus incremental shares from assumed
issuance of stock options 224,962 -
---------- ----------
Weighted average outstanding shares
used for diluted EPS 1,907,288 1,638,104
---------- ----------
Net Income (loss) $ 76,676 $ (547,379)
---------- ----------
Basic earnings (loss) per share $ 05 $ (.33)
---------- ----------
Diluted earnings (loss) per share $.04 $ (.33)
---------- ----------
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following should be read in conjunction with the Company's Financial
Statements and Notes included herein.
Business Considerations
In October 1997, the Company closed its IPO and received net proceeds of
$5,417,578, net of underwriting and other costs. In connection with the IPO,
the underwriters purchased warrants for 101,500 shares of common stock. The
warrants are exercisable for a period of five years at an exercise price of
$9.90 per share.
Since 1997 and through 1999, the Company has incurred recurring operating losses
due to increased operating costs without corresponding increases in revenues.
Through 1999, these deficits were substantially funded through use of funds
obtained from the private placement and IPO. In addition, the Company has used
proceeds form its offerings to subsidize funding for capital acquisitions which
were primarily funded through its issuance of Industrial Revenue Development
Bonds totaling approximately $4,000,000. At December 31, 1999, the Company has
used virtually all of the funds received in connection with its offerings and is
currently relying on operations for future cash flows.
Management believes that the Company will be able to overcome the 1999 working
capital deficit and generate positive net cash flows from new contracts, as
described below. The following highlights describe significant factors
contemplated in management's plans with respect to continued operations:
o In the fourth quarter of 1999, the Company was awarded a five-year
subcontract with the Illinois Institute of Technology Research Institute.
The contract is valued at approximately $8.5 million and is expected to
provide approximately $1.5 million in gross cash flow for the year ended
December 31, 2000.
o Approximately six new contracts, with estimated gross revenues of $500,000
for the year 2000, were entered into during the first quarter 2000.
o At March 31, 2000, the Company has approximately 25 - 29 contracts out for
bid with various potential customers. These contracts, if awarded, would
provide the Company with approximately $11.4- $13.5 million in revenues
over the next two to three years.
o Management will continue to monitor and reduce operating costs.
o During the quarter ended March 31, 2000, approximately $575,000 in funds
were received from the exercise of stock options. In addition, management
anticipates that, if the stock price remains strong, additional capital
will be received in 2000 from the exercise of management and underwriter
warrants.
<PAGE>
o Continue to seek a pharmaceutical partner to begin clinical trials with
regulatory bodies and to market HepArrestTM worldwide.
o Actively market AccuTracTM.
o The Company during the first quarter reported net income in the amount of
$76,676 with a positive cash flow from operations of $96,859.
OVERVIEW
The Company's revenues are derived principally from providing
macromolecular synthetic and analytical services to researchers in the
biotechnology industry or who are engaged in life sciences research in
government or academic labs throughout the world. Development of innovative
technologies for biotechnology requires sophisticated laboratory techniques and
the Company provides these services to customers on a contract basis. The
Company's customers consist of private companies, academic institutions and
government agencies, all of which use biological processes to develop products
for health care, agricultural, and other purposes.
The Company generally derives revenue from two types of customers: those
who require a discrete set of services ("short-term projects"), and those who
contract with the Company on an extended basis for performance of a variety of
integrated services ("long-term projects"). More often than not, the Company's
customers provide repeat business to the Company. Historically, a majority of
the Company's net revenues have been earned under short-term projects. However,
the Company views long-term projects as the more important source of revenue,
and has continued to focus its efforts on identifying long-term customers. Long-
term projects generally range from a few months to more than a year. Revenues
are generally recognized as services are rendered or as products are delivered.
In addition, revenue is also recognized with performance-based installments
payable over the contract duration as milestones are achieved.
The Company also derives revenues from government grants that partially
fund the Company's research efforts for its proprietary technologies. All
government grants are expense reimbursement grants which provide for
reimbursement on a monthly basis of the Company's direct costs incurred in a
research project, plus indirect costs stated as a percentage of direct costs.
REVENUES
The Company experiences fluctuations in all revenue categories.
Continuation of existing projects, or engagement for future projects is usually
dependent upon the customer's satisfaction with the scientific results provided
in initial phases of the scientific program. Continuation of existing projects
or engagement of future projects also often depends upon factors beyond the
Company's control, such as the timing of product development and
commercialization programs of the Company's customers. The combined impact of
commencement and termination of research contracts from several large customers
and unpredictable fluctuations in revenue for laboratory services can result in
very large fluctuations in financial performance.
<PAGE>
Gross revenues increased by $673,213 or 131.3% from $512,668 during the
first quarter of 1999 ("the 1999 Quarter") to $1,185,881 during the first
quarter of 2000 ("the 2000 Quarter").
Revenues realized from short-term projects remained relatively flat from
the 1999 Quarter to the 2000 Quarter. Historically, a majority of the Company's
net revenues have been earned under short-term projects. However, the Company
views long-term projects as the more important source of revenue, (as mentioned
below) and has continued to focus its efforts on identifying long-term
customers.
Revenues realized from various long-term projects increased by $733,407 or
342.2%, from $214,317 during the 1999 Quarter to $947,724 during the 2000
Quarter. This increase is primarily due to work being done on nineteen
individual projects compared to fourteen projects in progress during the 1999
Quarter. Of the $947,724 in long-term contracts, one major client represents
57.3% of the revenue earned during the quarter. This project was awarded from
the Illinois Institute of Technology Research Institute. This five-year
subcontract is valued at approximately $8.5 million and is expected to provide
approximately $1.5 million in gross cash flow for the year ended December 31,
2000. The Company's management continues to take an active role in negotiating
new contracts. In addition six new contracts, with estimated gross revenues of
$500,000 for the year 2000, were entered into during the first quarter 2000. At
March 31, 2000, the Company has approximately 25 -29 contracts out for bid with
various potential customers. These contracts, if awarded, would provide the
Company with approximately $11.4 - $13.5 million in revenues over the next two
to three years.
The Company experienced a decrease in revenue realized from government
grants in the amount of $57,236, or 78.4%, from $72,963 during the 1999 Quarter
to $15,727 during the 2000 Quarter. This decrease is primarily due to the
elimination of two of the three grants. The Company anticipates completion of
the remaining project by August, 2000.
EXPENSES
Cost of services consists primarily of labor, laboratory supplies and
miscellaneous indirect costs. The cost of services increased by $317,337, or
102.1%, from $310,679 during the 1999 Quarter to $628,016 during 2000 Quarter.
The cost of services as a percentage of revenue was 60.6% and 53.0% during 2000
and 1999, respectively.
Labor costs increased by $185,109, or 120.6%, from $153,483 during the 1999
Quarter to $338,592 during the 2000 Quarter. This increase reflects a
reallocation of the Company's resources to the general operations of the
business from the research and development and General and Administrative areas.
This reallocation is necessary to support the additional long- term projects
currently in progress. The costs for direct materials increased by $119,713, or
84.4%, from $141,831 during the 1999 Quarter, to $261,544 during the 2000
Quarter. These increased costs are directly attributable to the increase in
revenues for the first quarter.
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE
Sales, general and administrative expenses ("SGA") consist primarily of
compensation and related costs for administrative, marketing and sales
personnel, facility expenditures, professional fees, consulting, taxes, and
depreciation. Total SGA costs decreased by $242,200, or 39.7%, from $609,055
during the 1999 Quarter to $366,855 during 2000 Quarter. As a percentage of
revenue, these costs were 30.9% and 118.8% during 2000 and 1999, respectively.
Total Compensation and Benefits decreased by $158,185 or 89.1% from
$177,577 during the 1999 Quarter to $19,392 during the 2000 Quarter. This
decrease is primarily attributable to the reallocation of personnel in the
administrative area to work on the subcontract from the Illinois Institute of
Technology Research Institute.
Costs for facilities decreased by $20,047, or 31.3%, from $63,995 during
the 1999 Quarter to $43,948 during the 2000 Quarter. This decrease is primarily
due to the elimination of rental lab space required prior to moving into the new
facility.
Marketing costs decreased by $71,051 or 81.7%, from $86,943 during the 1999
Quarter to $15,892 during the 2000 Quarter. Reductions in advertising, public
relations and payments consulting services contributed to the reduction in
marketing costs.
RESEARCH AND DEVELOPMENT
Research and development costs within the Company fall into two general
categories: grant-related research and development and in-house research and
development. These categories are distinguished by those performed in support of
government grant-sponsored programs, and those performed in the absence of such
grants which are funded from working capital. Total expenditures for these two
categories decreased by $88,713, or 69.7%, from $118,638 during the 1999 Quarter
to $35,925 during the 2000 Quarter. Total grant-related research and in-house
research as a percentage of revenue were 3.0% and 23.1% during 2000 and 1999,
respectively.
Expenditures to perform grant-related research activities decreased by
$45,431 or 75.3%, from $60,346 during the 1999 Quarter to $14,915 during the
2000 Quarter. This decrease is primarily due to the elimination of two of the
three grants. The Company anticipates completion of the remaining project by
August, 2000.
Expenditures made by the Company for in-house research activities decreased
by $37,283 or 64.0%, from $58,292 during the 1999 Quarter to $21,009 during the
2000 Quarter. This decrease is primarily attributable to the reallocation of
personnel in the research and development area to work on the subcontract from
the Illinois Institute of Technology Research Institute.
<PAGE>
OTHER INCOME AND EXPENSES
Interest income to the Company decreased by $47,330, or 87.2% from $54,252
during the 1999 Quarter to $6,922 during the 2000 Quarter. Interest income is
derived from investing the unused portion of the funds-realized by the Company
from the successful sale (March, 1998) of Industrial Revenue Bonds (IRBs) for
construction of the Company's new facility. Interest income on this segment
decreased due to the reduction in funds, do to the completion of the project,
available for investment purposes. Interest income is also derived from
investing overnight investments. Other income decreased primarily due to the
termination of funding from the Virginia Business Assistance Program, (Workforce
Services) for the training of new employees.
Interest costs incurred by the Company during the 1999 and 2000 Quarter s
included (1) interest paid to financial institutions as loans made to the
Company; 2) interest paid for the Company's IRBs; and 3) amortization of costs
incurred as a consequence of the completion of the Company's IRB financing.
Interest expenses increased by $9,404 or 12.4% from $75,927 during the 1999
Quarter to $85,331 during the 2000 Quarter.
LIQUIDITY AND CAPITAL RESOURCES
Consistent with the Company's implementation of its business plan and
growth strategy, the first quarter in 2000 showed a net increase in operating
cash in the amount of $96,859, as compared to an outflow of $868,526 during the
first quarter in 1999. The increase in the first quarter is due to additional
record revenues for the Company as well as significant cost cutting measures
adopted by management. 1999 cash outflow was primarily due to substantial
investments made by the Company in facility costs, personnel, equipment, sales,
and marketing efforts. These cost outlays, in 1999, were made possible by
capital realized from the Company's private placement of convertible notes and
initial public offering of public stock.
Net working capital as of March 31, 2000 and March 31, 1999 was $309,375
and $1,133,686 respectively. This decrease is a direct result of capital
expenditures on new scientific instrumentation, computers, and furniture and
fixtures, costs associated with the new facility, implementation of marketing
and selling divisions within the Company, and costs associated with additional
staffing and direct materials necessary to expand the Company's technology
offerings. During 1999 the Company obtained a $400,000 line of credit. As of
March 31, 2000, the Company expended $300,000 of the line. The Company
anticipates paying down the line by September 2000.
The Company is now working on funds generated solely by revenues earned.
The Company continues to search for long-term projects as the more important
source of revenue and has continued to focus its efforts on identifying long-
term customers. Long-term projects generally range from a few months to more
than a year. In the fourth quarter of 1999, the Company was awarded a five-year
subcontract with the Illinois Institute of Technology Research Institute. The
contract is valued at approximately $8.5 million and is expected to provide
approximately $1.5 million in gross cash flow for the year ended December 31,
2000.
<PAGE>
At March 31, 2000, the Company has approximately 25 -29 contracts out for
bid with various potential customers. These contracts, if awarded, would
provide the Company with approximately $11.4 - $13.5 million in revenues over
the next two to three years. In addition, CBI has signed 6 new contracts with a
collective valuation of nearly $500,000. These revenues will be realized
throughout the year 2000.
On February 17, 2000, the Company received funds totaling $99,000 from an
individual who was at one time a Director in the Company. These funds were to
exercise 10,000 options at $9.90 per share. On February 22, 2000, funds totaling
$474,151 were received from the same individual to exercise 47,894 shares at
$9.90 per share.
IRB's sold by the Company (in the amount of $4,000,000) were issued by the
Virginia Small Business Financing Authority. The IRB's were issued pursuant to
an Indenture of Trust dated March 15,1998, between the Virginia Small Business
Financing Authority and Crestar Bank, a Virginia banking association, the named
Trustee. The IRB's were issued and sold to facilitate construction of the
Company's facility in the Gateway Centre Development at 601 Biotech Drive in
Chesterfield County, Virginia. Funds generated by the sale of the IRB's are
restricted and may only be used for the construction of the Company's new
facility. Construction of the new facility began in early June and was
completed in late November 1998. Of the $4,000,000 issued by the Virginia Small
Business Financing Authority, $423,565 remains as restricted cash on the balance
sheet of the Company as of March 31, 2000.
YEAR 2000 PROJECT
The Company has worked to resolve the potential impact of the Year 2000
(Y2K) on the ability of the Company's computerized information systems to
accurately process information that may be date-sensitive. Systems that do not
properly recognize such information could generate erroneous data.
The Company developed a plan for Y2K information systems compliance,
including its core processing system. Phases of the plan included: awareness,
which is management's knowledge and recognition of the Y2K issue and appointment
of project team to address the impact on the Company, assessment of the
magnitude of the Y2K issue, resolution, which involved the process of
reprogramming or replacement of all existing systems which were not Y2K
compliant, validation, which was the testing phase, and implementation, which
was the final phase that involved the placing of revised and tested systems into
operation.
<PAGE>
Management believes that the Company's core systems are Y2K compliant. As
of May 11, 2000, the Company has not suffered any setbacks due to the Y2K issue.
FORWARD LOOKING STATEMENTS
Management has included herein certain forward looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used,
statements which are not historical in nature, including the words
"anticipated", "estimate", "should", "expect", "believe", "intend", and similar
expressions are intended to identify forward-looking statements. Such
statements are, by their nature, subject to certain risks and uncertainties.
Among the factors-that could cause the actual results to differ materially
from those projected are the following:
o business conditions and the general economy,
o the development and implementation of the Company's long term business
goals,
o federal, state, and local regulatory environment,
o lack of demand for the Company's services,
o the ability of the Company's customers to perform services similar to
those offered by the Company "in-house,"
o potential cost containment by the Company's customers resulting in
fewer research and development projects,
o The Company's ability to receive accreditation to provide various
services, including, but not limited to paternity testing,
o The Company's ability to hire and retain highly skilled employees,
Other risks, uncertainties, and factors that could cause actual results to
differ materially from those projected are detailed from time to time in reports
filed by the company with the Securities and Exchange Commission, including
Forms 8-K, 10-QSB, and 10-KSB.
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit Number Description of Exhibit
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (1)
4.1 Form of Common Stock Certificate (1)
4.2 Form of Underwriter's Warrant, as amended (1)
4.3 Form of Management Warrant, as amended (1)
4.4 Indenture of Trust by and between the Virginia Small Business
Financing Authority and Crestar Bank relating to the issuance
of industrial revenue bonds for the benefit of the Company (2)
10.1 Placement Agreement by and between the Company and Anderson &
Strudwick, Incorporated (1)
<PAGE>
10.2 Warrant Agreement between the Company and Anderson & Strudwick,
Incorporated (1)
10.3 Warrant Agreement between the Company and Richard J. Freer, as
amended (1)
10.4 Warrant Agreement between the Company and Thomas R. Reynolds,
as amended (1)
10.5 Warrant Agreement between the Company and Robert B. Harris, as
amended (1)
10.6 Employment Agreement for Richard J. Freer (1)
10.7 Employment Agreement for Thomas R. Reynolds (1)
10.8 Employment Agreement for Robert B. Harris (1)
10.9 Executive Severance Agreement for Richard J. Freer (1)
10.10 Executive Severance Agreement for Thomas R. Reynolds (1)
10.11 Executive Severance Agreement for Robert B. Harris (1)
10.12 1997 Stock Incentive Plan, as amended (1)
10.13 Form of Incentive Stock Option Agreement (1)
10.14 Loan Agreement by and between the Virginia Small Business
Financing Authority and the Company (2)
27.1 Financial Data Schedule (3)
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2, Registration No. 333-31731, as amended.
(2) Incorporated by reference to the Company's Current Report on Form 8-K,
dated April 6, 1998, File No. 001-13467.
(3) Filed herewith.
(b) Reports on Form 8-K.
During the fiscal quarter ended March 31, 2000 the Company filed one Current
Report on Form 8-K, dated March 19, 2000, announcing the resignation of Peter
Einselen from the Company's Board of Directors.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
COMMONWEALTH BIOTECHNOLOGIES, INC.
By: /s/ James H. Brennan
---------------------------
James H. Brennan
Controller
May 12, 2000
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (1)
4.1 Form of Common Stock Certificate (1)
4.2 Form of Underwriter's Warrant, as amended (1)
4.3 Form of Management Warrant, as amended (1)
4.4 Indenture of Trust by and between the Virginia Small Business
Financing Authority and Crestar Bank relating to the issuance
of industrial revenue bonds for the benefit of the Company (2)
10.1 Placement Agreement by and between the Company and Anderson &
Strudwick, Incorporated (1)
10.2 Warrant Agreement between the Company and Anderson & Strudwick,
Incorporated (1)
10.3 Warrant Agreement between the Company and Richard J. Freer, as
amended (1)
10.4 Warrant Agreement between the Company and Thomas R. Reynolds,
as amended (1)
10.5 Warrant Agreement between the Company and Robert B. Harris, as
amended (1)
10.6 Employment Agreement for Richard J. Freer (1)
10.7 Employment Agreement for Thomas R. Reynolds (1)
10.8 Employment Agreement for Robert B. Harris (1)
10.9 Executive Severance Agreement for Richard J. Freer (1)
10.10 Executive Severance Agreement for Thomas R. Reynolds (1)
10.11 Executive Severance Agreement for Robert B. Harris (1)
10.12 1997 Stock Incentive Plan, as amended (1)
10.13 Form of Incentive Stock Option Agreement (1)
10.14 Loan Agreement by and between the Virginia Small Business
Financing Authority and the Company (2)
27.1 Financial Data Schedule (3)
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2, Registration No. 333-31731, as amended.
(2) Incorporated by reference to the Company's Current Report on Form 8-K,
dated April 6, 1998, File No. 001-13467.
(3) Filed herewith.
