<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1999
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ___________ to ____________
Commission file number 000-25555
Veridien Corporation
----------------------------------------------
(Name of Small Business Issuer in its charter)
Delaware 59-3020382
- ------------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
11800 28th Street North, St. Petersburg, Florida 33716
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
(727) 572-5500
------------------------------------------------
(Issuer's telephone number, including Area Code)
Indicate by check mark whether the issuer: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.......................................................................3-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................................7-13
PART II OTHER INFORMATION
Item 1. Legal Proceedings...........................................................................13
Item 3. Defaults Upon Senior Securities.............................................................14
Item 5. Other Information...........................................................................14
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits
10.21 Norpak Manufacturing Inc. Agreement...............................................14
27.1 Financial Data Schedule............................................................14
</TABLE>
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
June 30, 1999 and December 31, 1998
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Current Assets:
Cash $ 5,772 $ 17,158
Accounts receivable - trade
Less allowance for doubtful account of
$6,096 and $6,096, respectively 421,811 203,148
Note receivable 22,500 22,500
Inventory 146,121 92,549
Prepaid expenses and other current assets 6,860 20,580
--------- ---------
Total current assets $ 603,064 $ 355,935
Property and equipment:
Leasehold improvements $ 83,806 $ 83,806
Furniture and fixtures 388,542 372,697
--------- ---------
$ 472,348 $ 456,503
Less accumulated depreciation $(420,673) $(414,333)
--------- ---------
$ 51,675 $ 42,170
Other Assets:
Patents, less accumulated amortization of
$483,952 and $482,378, respectively $ 30,430 $ 32,004
Loan costs, less accumulated amortization of
$57,679 and $49,633, respectively 20,114 28,160
Security deposits and other assets 37,844 40,389
--------- ---------
$ 88,388 $ 100,553
--------- ---------
$ 743,127 $ 498,658
========= =========
</TABLE>
3
<PAGE> 4
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets - Continued
(Unaudited)
June 30, 1999 and December 31, 1998
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Liabilities and Deficit in
Stockholders' Equity
Current liabilities:
Notes payable $ 981,798 $ 1,066,273
Accounts payable 302,293 244,343
Accrued compensation 52,334 39,000
Other accrued liabilities 763,760 949,059
Due to stockholders 189,321 189,321
Deferred revenue - licensing agreement 87,418 87,418
------------ ------------
Total current liabilities $ 2,376,924 $ 2,575,414
Long-term liabilities:
Obligation under capital lease $ 4,876 $ --
------------ ------------
Total long-term liabilities $ 4,876 $ --
Convertible debentures $ 1,853,629 $ 2,494,198
Deficit in Stockholders' Equity:
Undesignated preferred stock, $.001 par
value, 25,000,000 shares authorized
Convertible redeemable preferred stock,
$10 par value, 100,000 authorized; 6,000
and 6,000 issued and outstanding at
June 30, 1999 and December 31, 1998 $ 60,000 $ 60,000
Series B Preferred Stock, $.001 par value, 245,344
authorized, 169,163 and 154,163 issued and
outstanding at June 30, 1999 and December
31, 1998 $ 169 $ 154
Common Stock - $.001 par value; 200,000,000 shares
authorized, 99,830,070 and 78,152,833 shares
issued and outstanding at June 30, 1999 and
December 31, 1998 $ 99,830 $ 78,154
Additional paid-in capital 24,733,018 22,858,790
Common stock warrants 26,399 26,399
Accumulated deficit (27,589,451) (25,705,897)
Current period profit/(loss) (817,267) (1,883,554)
------------ ------------
$ (3,487,302) $ (4,565,954)
Stock subscriptions receivable $ (5,000) $ (5,000)
------------ ------------
Total stockholders' deficit $ (3,492,302) $ (4,570,954)
------------ ------------
$ 743,127 $ 498,658
============ ============
</TABLE>
4
<PAGE> 5
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales $ 95,782 $ 139,204 $ 176,037 $ 488,447
Operating costs and expenses:
Cost of sales $ 41,289 $ 67,818 $ 118,229 $ 245,752
General, selling, and
administrative 388,617 419,035 848,110 798,119
Research and Development 93,101 188,039 148,919 231,503
------------ ------------ ------------ ------------
$ 523,007 $ 674,892 $ 1,115,258 $ 1,275,374
------------ ------------ ------------ ------------
Loss from Operations $ (427,225) $ (535,688) $ (939,221) $ (786,927)
Other income (expense):
Interest expense $ (87,646) $ (78,167) $ (150,165) $ (207,962)
Operations/production services -- -- 171,000 --
Rental income 25,759 3,750 52,009 7,500
Miscellaneous 21,179 (250) 47,211 (1,573)
Interest income 529 607 1,899 1,717
------------ ------------ ------------ ------------
Net loss $ (467,404) $ (609,748) $ (817,267) $ (987,245)
============ ============ ============ ============
Net loss per common share $ (0.005) $ (0.018) $ (0.009) $ (0.029)
Weight average share outstanding 95,840,843 34,691,506 95,840,843 34,691,506
</TABLE>
5
<PAGE> 6
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net gain/(loss) $ (817,267) $ (987,245)
Adjustments to reconcile net gain/(loss) to net cash:
Depreciation and Amortization $ 15,960 $ 8,303
(Increase)/Decrease in accounts receivable (218,663) 81,553
Prepaid and other current assets 13,720 (46,959)
Inventory (53,572) 64,204
Increase/(decrease) in accounts
payable and accrued expenses (109,139) 288,740
Due to Stockholders -- 141,000
Deferred revenue -- --
----------- -----------
Net cash (used) by operating activities $(1,168,961) $ (450,404)
Cash flow from investing activities:
Purchase of property and equipment $ (15,845) $ (2,766)
Patent development -- --
----------- -----------
Net cash (used) by investing activities $ (15,845) $ (2,766)
Cash flow from financing activities:
Proceeds from convertible debentures $ (640,569) $ 348,333
Net proceeds from borrowings (84,475) (103,849)
Proceeds from sale of preferred and
Common stock 1,898,464 155,000
Net cash provided by financing activities $ 1,173,420 $ 399,484
Net increase/(decrease) in cash $ (11,386) $ (53,686)
Cash at beginning of year $ 17,158 $ 88,045
Cash at end of quarter $ 5,772 $ 34,359
</TABLE>
With regard to commitments and contingencies referred to in our
footnotes at December 31, 1998, as of June 30, 1999, settlements were
completed at nominal cost involving litigation of potential rescission
of common stock and the assertion by the Federal Aviation Authority
(FAA) concerning an alleged violation of labeling of one shipment of
product considered to be hazardous material.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SECOND QUARTER - JUNE 30, 1999 COMPARED WITH JUNE 30, 1998, AND SIX-MONTHS
ENDED JUNE 30, 1999 COMPARED WITH JUNE 30, 1998
The following discussion and analysis should be read in conjunction with the
financial statements in Part I, Item 1 contained elsewhere in this document.
OVERVIEW
We are organized as a Delaware corporation to engage in the development,
manufacture, distribution, and sale of disinfectants, antiseptics, and
sterilants which are inherently non-toxic, posing no hazard to people who use
them, and which are environmentally friendly, decomposing into harmless,
naturally occurring organic molecules. To this end, the Company has developed
and patented a hard surface disinfectant, VIRAHOL(R), which has been registered
with the Environmental Protection Agency (EPA), and an antiseptic hand gel
sanitizer, made in accordance with the applicable FDA Monograph. The
Corporation has incurred losses since its incorporation. At June 30, 1999, the
Corporation had an accumulated deficit of $28,406,718. The Corporation has
financed its ongoing research program and business activities through a
combination of sales, equity financing, and debt.
RESULTS OF OPERATIONS
Second Quarter - June 30, 1999 Compared with June 30, 1998
Consolidated gross revenues for second quarter 1999 decreased by $62, or to
$143,249 compared with $143,311 in second quarter 1998.
o Gross revenue from product sales decreased for second quarter 1999 by
$43,422, or 31%, to $95,782 compared with $139,204 in second quarter 1998.
During this time, we devoted a substantial amount of effort towards planning
our marketing strategy and adding new products for distribution. We were
granted the U.S. marketing rights for products of a Canadian medical
manufacturer. The decrease in sales revenue was primarily due to one major
network marketing customer, Nutrition For Life, Inc., refocusing their
marketing efforts to another type of product. A second factor contributing to
the sales decline was the startup time required for a new dental master
distributor to create marketing literature and orient their distribution
channel. The Company will now serve directly as coordinator of other
distributors in the medical and dental markets.
o Gross rental income for second quarter 1999 increased by 586% to $25,759
compared with $3,750 in second quarter 1998. A portion of the Company's
leased 38,000 square foot manufacturing facility is subleased to a contract
filler that manufactures Veridien's products.
7
<PAGE> 8
o They relocated to our facility in August 1998. This space is leased for a
two-year period, which will generate approximately $100,000 per annum.
o Gross miscellaneous income for second quarter 1999 increased by $21,429 to
$21,179 compared to $(250) in second quarter 1998. Virtually all the increase
is due to reimbursement of certain facility costs associated with contract
fill manufacturer.
o Interest income for second quarter 1999 decreased by $78 or 12.8% to $529
compared with $607 in second quarter 1998.
Consolidated gross expenses for second quarter 1999 decreased by $142,406 or
18.9% to $610,653 compared with $753,059 in second quarter 1998.
o The cost of goods sold for second quarter 1999 decreased by 39.1% to $41,289
compared with $67,818 in second quarter 1998. There was a decrease in the
cost of goods ratio as a percentage of sales to 43.1% in second quarter 1999
compared to 48.7% in second quarter 1998. The decrease in the cost of sales
resulted primarily from the decreased overhead to the contract fill
manufacturer fulfilling production within the plant facility and the
continuing of lower fixed overhead applied to lower sales volume.
o General, selling, and administrative expenses for second quarter 1999
decreased by 7.2% to $388,617 compared with $419,035 in second quarter 1998.
The decreases that affected general and administrative costs were associated
with reduced wage expense of general operation personnel for second quarter
1999 that decreased by 41.3% to $34,316 compared with $58,460 in second
quarter 1998. During second quarter 1999, sales expense increased by 51.5% to
$57,455 compared with $37,904 in second quarter 1998. This increase was due
to the addition of sales personnel and related marketing costs.
o Research and development for second quarter 1999 decreased $94,938 or 50.4%
to $93,101 compared with $188,039 in second quarter 1998. The decrease can be
contributed primarily to the completion of a substantial portion of activity
associated with the development of Sterihol-Plus, a cold chemical sterilant.
However, the cost of continuing patent applications has increased.
o Interest expense for second quarter 1999 increased by 12.1% to $87,646
compared with $78,167 in second quarter 1998. The increase in interest
expense was due primarily to the conversion of various debts and accrued
interest to equity.
o Operating losses decreased to $467,404 second quarter 1999 from $609,748 in
second quarter 1998. This represented a 23.3% decrease in operating losses.
8
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SECOND QUARTER ENDED JUNE 30, 1999 VS. SECOND QUARTER ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
Second Quarter Percentage of
June 30, Net Revenue
1999 1998 1999 1998
(In thousands)
<S> <C> <C> <C> <C>
Net Sales $95,782 $139,204 100% 100%
Cost of Goods Sold $41,289 $67,818 43% 49%
Gross Profit $54,493 $71,386 57% 51%
Operating Expenses:
General, Selling & Administrative $388,617 $419,035 406% 301%
Research & Development $93,101 $188,039 97% 135%
(Loss) from Operations $(427,225) $(535,688) (446)% (385)%
Other Income (Expense) Net $(40,179) $(74,060) (42)% (53)%
Net (Loss) Before Taxes $(467,404) $(609,748) (488)% (438)%
Income Taxes $0 $0 0% 0%
Net (Loss) $(467,404) $(609,748) (488)% (438)%
</TABLE>
Six-months ended June 30, 1999 Compared with Six Months Prior Year ended
June 30, 1998
Consolidated gross revenues for the six months ended June 30,1999 decreased by
$47,935, or 9.6%, to $448,156 compared with $496,091 during the same period of
1998.
o Gross revenue from product sales decreased for the first six months of 1999
by $312,410, or 63.9%, to $176,037 compared with $488,447 in 1998. During
this time, we devoted a substantial amount of effort towards planning our
marketing strategy and adding new products for distribution. We were granted
the U.S. marketing rights for products of a Canadian medical manufacturer.
The decrease in sales revenue was primarily due to one major network
marketing customer, Nutrition For Life, Inc., refocusing their marketing
efforts to another type of product. A second factor contributing to the sales
decline was the startup time required for a new dental master distributor to
create marketing literature and create new distribution channels. The Company
will now serve directly as coordinator of other distributors rather than
utilizing a master distributor.
o Gross revenue from operations/production services (OPS) for the six months
ended June 30, 1999 was $171,000. OPS revenue is a new source of revenue for
the Company. OPS revenue represents quality assurance, research and
development, purchasing fees and freight-handling fees provided to our
contract fill company, which manufactures Veridien's products.
o Gross rental income for the six months ended June 30, 1999 increased by 593%
to $52,009 compared with $7,500 in the same period of 1998. A portion of the
Company's leased 38,000 square foot manufacturing facility is subleased to a
contract filler that manufactures Veridien's products.
9
<PAGE> 10
o They relocated to our facility in August 1998. This space is leased for a
two-year period, which will generate approximately $100,000 per annum.
o Gross miscellaneous income for the first six months of 1999 increased by
$48,784 to $47,211 compared to $(1,573) during the same period in 1998.
Virtually all the increase is due to reimbursement of certain facility costs
associated with contract fill manufacturer which has subleased a portion of
the facility.
o Interest income for the first six months of 1999 increased by $182 or 10.5%
to $1,899 compared with $1,717 during the same period of 1998.
Consolidated gross expenses for the first six months of 1999 decreased by
$217,913 or 14.6% to $1,265,423 compared with $1,483,336 during the same period
of 1998.
o The cost of goods sold for the six months ended June 30, 1999 decreased by
51.8% to $118,229 compared with $245,752 during the same period of 1998.
There was an increase in the cost of goods ratio as a percentage of sales to
67.1% during the current year 1999 compared to 50.3% in the same period of
1998. The increase in the cost of sales resulted primarily from the increased
overhead to the contract fill manufacturer fulfilling production within the
plant facility and the continuing of fixed overhead applied to lower sales
volume.
o General, selling, and administrative expenses for six months ended June
30,1999 increased by 6.2% to $848,110 compared with $798,119 during the same
period of 1998. During the six months ended June 30, 1999, sales expense
decreased by 35.5% to $95,943 compared with $148,785 during the same period
of 1998. While the decrease was primarily due to lower sales activity in the
first quarter of 1999, there has been a substantial increase in the second
quarter of 1999 due to the addition of sales personnel and related marketing
costs.
o Research and development for the first six months of 1999 decreased $82,584
or 35.7% to $148,919 compared with $231,503 during the same period of 1998.
The decrease can be contributed primarily to the completion of a substantial
portion of activity associated with the development of Sterihol-Plus, a cold
chemical sterilant. However, the cost of continuing patent applications has
increased.
o Interest expense for the first six months of 1999 decreased by 27.7% to
$150,165 compared with $207,962 during the same period of 1998. The decrease
in interest expense was due primarily to the conversion of various debts and
accrued interest to equity.
o Operating losses increased to $939,221 during the first six months of 1999
from $786,927 during the same period of 1998. This represented a 19.3%
increase in operating losses.
10
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SIX MONTHS ENDED JUNE 30, 1999 VS. SIX MONTHS ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
Six Months ended Percentage of
June 30, Net Revenue
1999 1998 1999 1998
(In thousands)
<S> <C> <C> <C> <C>
Net Sales $176,037 $488,447 100% 100%
Cost of Goods Sold $118,229 $245,752 67% 50%
Gross Profit $57,808 $242,695 33% 50%
Operating Expenses:
General, Selling & Administrative $848,110 $798,119 482% 163%
Research & Development $148,919 $231,503 85% 47%
(Loss) from Operations $(939,221) $(786,927) (534)% (161)%
Other Income (Expense) Net $121,954 $(200,318) 69% (41)%
Net (Loss) Before Taxes $(817,267) $(987,245) (464)% (202)%
Income Taxes $0 $0 0% 0%
Net (Loss) $(817,267) $(987,245) (464)% (202)%
</TABLE>
Liquidity and Working Capital
Historically, our principal source of financing for our research and
development and business activities has been through sales, equity offerings,
and debt. As of June 30,1999, and June 30, 1998, we had working capital
deficits of approximately $1,773,860 and $3,657,147, respectively. Our
independent certified public accountants stated in their report on the 1998
consolidated financial statements that due to losses from operations and a
working capital deficit, there is substantial doubt about the Company's ability
to continue as a going concern. We are addressing the going concern issue in
virtually every aspect of our operation. We have cut operating expenses and
have increased our marketing effort to major distribution agreements, which we
expect will provide improved profit margins beginning in third quarter of 1999.
Because of our significant losses incurred since inception, we have become
substantially dependent on loans from officers, directors, and third parties,
and from private placements of our securities, to fund operations. These
financings and equity placements are included in the following descriptions.
Six Months Ended June 30, 1999
o During the six months ended June 30, 1999, we received proceeds from the sale
of preferred and common stock in the amount of $1,898,464. In addition, the
following activities were also related to financing issues:
- During the six months ended June 30 1999, $145,000 of payables was
converted into 1,722,500 shares of common stock, composed of 1,162,500
shares at $.08 and 560,000 shares at $.093 per share.
11
<PAGE> 12
- During the six months ended June 30, 1999, $640,567 of Convertible
Debenture Principal and $139,800 of accrued interest was converted into
5,202,463 shares of common stock at the conversion rate of $.15. The
convertible debentures maturing on December 31, 1998, were extended to
June 30, 2000, and in consideration for the extension, the rate was
reduced to the lower of the existing conversion rate or $.15 to August 31,
1999, thereafter reverting to the original conversion price which ranges
from $.1851 to $.3868 per share.
- During the six months ended June 30, 1999, $154,325 of Loan and Security
Agreement Principal was converted by the holders to 15,000 shares of
Series B Preferred Stock and 4,325,810 shares of Common Stock.
o During the six months ended June 30, 1999, $68,000 of short-term loans were
obtained from a company controlled by the President/CEO of Veridien. We
expect to repay these loans during 1999.
o During the six months ended June 30, 1999, accounts receivable increased
$218,663 primarily due to increased obligations of our contract fill
manufacturer for services provided by our Company. Additionally,
approximately 12% of the increase is due to one customer's delinquent
account.
o During the six months ended June 30, 1999, inventory increased 57.9% to
$146,121. We plan to maintain this level of inventory in anticipation of
providing quick delivery to new expected customers during the third and
fourth quarters of 1999.
o We plan to utilize our current debt financing arrangements and pursue
additional equity and debt financing while managing cash flow in an effort
to provide funds to increase revenues to support operation, research and
development activities. We believe that our long-term success depends on
revenues from operations from product sales and ongoing royalties from
technologies. If such sources of funds are not adequate, we may seek to
obtain financing to meet operating and research expenses from other sources
including, but not limited to, future equity or debt financings.
o As of August 1999, we have cash of approximately $74,000 and during
September we expect cash flow of $200,000 from operating activities and
private placements. This level of liquidity is sufficient to operate the
Company for 60 days. During the quarter we created new sales planning
methodology and increased our professional sales staff. The Company is
generating the interest of several major distributors and anticipates
increased sales to begin in the fourth quarter of 1999. Additional private
placement funding will contribute to continuous operations of the Company.
Year 2000 Compliance
We have analyzed our internal requirements and methods of complying with the
Year 2000 issue concerning our IT systems and non-IT systems utilized in both
R&D functions and general operations. A competent computer company has
performed a systems and software analysis and has recommended a course of
action to meet Year 2000 compliance requirements. The analysis has indicated
certain IT-systems and our accounting software is not Year 2000 compliant.
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<PAGE> 13
We have defined and developed our reporting and operations criteria and have
selected and purchased the appropriate computer equipment and accounting
software that would provide for full Year 2000 compliance and the adequate
protection of company assets and information. We expect the cost of obtaining
and installing new computer equipment and accounting software to be less than
$50,000. We are currently installing the equipment and software and should be
completed by November 5, 1999. In the unlikely event that we are not successful
in implementing our plans for upgrading our accounting software, we have
identified an accounting firm that could produce computerized financial
statements for our Company. We have identified an additional contract fill
manufacturer capable of providing finished product ready for sale to our
distributors. We do not anticipate any material increase in cost of goods by
retaining such an additional manufacturer.
We find that non-IT systems, such as scales and balances, utilized in R&D and
general operations of equipment are not date sensitive, therefore, the Year
2000 issue is not expected to require any changes to these existing systems.
We have material relationships with our two contract fill manufacturers who
produce all of our product for distribution. We have completed the process of
discussing their responses concerning their readiness with regards to Year 2000
issues. At this juncture, we have obtained information that leads us to believe
their production equipment is not time/date sensitive and they believe
production can continue as usual. They are continually confirming with all of
their raw material suppliers on the anticipated completion of their Year 2000
compliance. The availability of product for distribution is a material issue to
our Company. We expect to complete our discovery by November 5, 1999.
If disruptions occur in third party vendors that supply raw materials to our
contract fill manufacturers, we may experience the inability to have product
inventory for sale to our customers. Such events could have material adverse
effect on Veridien to compete effectively in the marketplace. While we believe
our existing contract fill manufacturers will be successful in locating
alternative sources of our commonly available raw materials and converting
these into finished products, we have begun a search for an additional contract
fill manufacturer who can assure us of the timely production of products. We
anticipate having selected such a manufacturer by November 5, 1999.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During June 1998, Veridien Corporation entered a settlement agreement in a
lawsuit filed by Michael L. Childers as Trustee of the Money Purchase Plan, and
Michael L. Childers and Deana F. Childers as Joint tenants, in the Circuit
Court of the Sixth Judicial Circuit in and for Pinellas County, Florida. The
suit alleged that Veridien made misleading statements (which Veridien denied)
including that the Food and Drug Administration (FDA) had approved a new
product developed by Veridien. The Company settled this issue for an amount
approximating legal costs with no liability acknowledged by either party.
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<PAGE> 14
During June 1998, Veridien Corporation entered a settlement agreement under
Case No. 97-GL-76-0135 whereby the Federal Aviation Administration proposed to
assess a civil penalty against the Company in the amount of $60,000 for one
incident which lead to alleged violations of various Hazardous Material
Regulations. This proposed civil penalty was based upon a shipment made by a
Company employee of product samples intended for use at a trade show. While the
Company did not agree with the facts averred by the FAA, or imply admissions by
it, the Company's payment of $500 resolved the issue.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
On October 5, 1998, Dunvegan Mortgage Corporation sold its interest under the
Loan and Security Agreement. At that time, for the period from June 30, 1997 to
October 5, 1998 the Company owed Dunvegan $286,644 in interest, the payment of
which both parties agreed to defer. On January 28, 1999 the Company's Board of
Directors approved an agreed conversion of a majority of such interest into
Common Stock of the Company at a conversion price of $.14 per share, based on
the then current market price.
ITEM 5. OTHER INFORMATION
During the quarter, our Board of Directors approved entering into discussions
to pursue the acquisition of a manufacturing and packaging company which
services various product lines for the North American and International medical
and consumer market places. We believe the proposed acquisition will enhance
our ability to produce our products in a wide variety of packaging.
Additionally, we anticipate utilizing the manufacturing company's existing
distribution channels to market our products. At this time, we are engaged in
discussions for this acquisition and are researching funding alternatives.
During the quarter, our company announced a strategic alliance agreement with a
medical manufacturer and marketing firm in Canada. Our company was granted the
rights to Sales, Marketing, and Distribution of this manufacturing company's
products to be sold internationally and domestically. We are focusing a
substantial portion of our sales team efforts towards fulfilling this
agreement.
During the quarter, our company announced that we are pursuing acquisition
candidates to broaden our distribution and manufacturing of health care and
infection control products. We have subsequently identified a candidate and are
pursing discussions at this time.
During the quarter, we were granted U.S. Patent No: 5,925,052 for having
developed the UMBILICAL SURGICAL SCISSORS which prevent the spillage of blood
during infant delivery. This product can reduce the risk associated with
disease transmission through blood spillage.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) EXHIBIT INDEX:
10.21 Norpak Manufacturing Inc. Agreement
27.1 Financial Data Schedule
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Veridien Corporation
-----------------------------------------
(Registrant)
Date: November 10, 1999 By /s/ Sheldon C. Fenton
-----------------------------------------
Sheldon C. Fenton
Chief Executive Officer
Date: November 10, 1999 By /s/ Andrew T. Libby, Jr.
-----------------------------------------
Andrew T. Libby, Jr.
Chief Financial Officer
15
<PAGE> 1
Exhibit 10.21
EXHIBITS
10.21 NORPAK MANUFACTURING INC. AGREEMENT
VERIDIEN LOGO
May 7, 1999
Norpak Manufacturing Inc.
85 Chambers Dr.
Unit No. 8
Ajax, Ontario
L1Z 1E2
Attention: Mr. M. Cruickshank
Dear Mr. Cruickshank,
This letter confirms that Norpak Manufacturing Inc. ("NORPAK") has entered into
an agreement with Veridien Corporation or a subsidiary thereof ("VERIDIEN"),
wherein Veridien and Norpak agree to a strategic alliance with respect to the
marketing, sales and distribution of Norpak's product line in conjunction with
Veridien's existing product line in the United States and Internationally.
Veridien agrees to market, sell and distribute Norpak's product line at the
prices stipulated on the attached schedule "A" or such other prices, which both
parties may agree upon from time to time.
It is further agreed, where Norpak has an existing customer relationship, a
mutually agreed upon program for customer service and sales assistance will be
established, implemented and provided by Veridien. At this time, Norpak's
existing United States customer list includes all companies on attached
schedule "B".
Payment terms to Norpak for product purchases will be on a net 60 days basis or
as may otherwise be mutually agreed upon.
This agreement will be in effect immediately upon its execution by both
parties.
The term of this agreement will be for a period of five (5) years from the date
of execution and may be extended on an annual basis after the initial term, if
both parties so mutually agree.
Either party upon 180 days written notice may terminate this agreement.
The parties agree to execute such further documentation as may be reasonably
required to give effect to this distribution, sales and marketing agreement.
<PAGE> 2
We look forward to forging what we expect will be a mutually rewarding
relationship with Norpak.
Yours truly,
Veridien Corporation
Per:
/s/ Sheldon C. Fenton
- ---------------------
Sheldon C. Fenton
President & CEO
Agreed and accepted this 8 day of May, 1999.
Norpak Manufacturing Inc.
Per:
/s/ Michael Cruickshank
- -----------------------
Michael Cruickshank
President
SCHEDULE "A"
Medium Size Alcohol Swabs
Large Size Alcohol Swabs
Iodine Swabs
Towelettes - Small Size
Viraguard(R)
- Large Size
Viraguard(R)
SCHEDULE "B"
Buchwald & Co.
Dynarex Corporation
Henry Schein Inc.
Kinray
Kmart
Medicine Shoppe International Inc.
MedLine Industries Inc.
Micro Bio Medics
SMS Ambassadors Corp.
Universal Products Marketing Inc.
Wal-Mart
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF VERIDIEN CORPORATION FOR THE SIX MONTHS ENDED JUNE 30,
1999 UNAUDITED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 5,772
<SECURITIES> 0
<RECEIVABLES> 421,811
<ALLOWANCES> 6,096
<INVENTORY> 146,121
<CURRENT-ASSETS> 603,064
<PP&E> 472,348
<DEPRECIATION> 420,673
<TOTAL-ASSETS> 743,127
<CURRENT-LIABILITIES> 2,376,924
<BONDS> 1,853,629
0
60,169
<COMMON> 99,830
<OTHER-SE> (3,652,301)
<TOTAL-LIABILITY-AND-EQUITY> 743,127
<SALES> 176,037
<TOTAL-REVENUES> 448,156
<CGS> 118,229
<TOTAL-COSTS> 1,115,258
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 150,165
<INCOME-PRETAX> (817,267)
<INCOME-TAX> 0
<INCOME-CONTINUING> (817,267)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (817,267)
<EPS-BASIC> (.009)
<EPS-DILUTED> (.005)
<FN>
With regard to commitments and contingencies referred to in our footnotes at
December 31, 1998, as of June 30, 1999, settlements were completed at nominal
cost involving litigation of potential rescission of common stock and the
assertion by the Federal Aviation Authority (FAA) concerning an alleged
violation of labeling of one shipment of product considered to be hazardous
material.
</FN>
</TABLE>
