<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934. FOR THE QUARTERLY PERIOD ENDING
SEPTEMBER 30, 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 000-25839
IMPLANT SCIENCES CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2837126
---------------------------------------- ------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification number)
107 Audubon Road, #5 Wakefield, MA 01880
---------------------------------------- ------------------------------------
(Address of principal executive offices)
781-246-0700
(Issuers telephone number)
NOT APPLICABLE
--------------
(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 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Class Outstanding at September 30, 2000
Common Stock, $.10 par value 5,806,272
Transitional small business disclosure format (check one):
YES NO X
--- ---
1
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IMPLANT SCIENCES CORPORATION
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Balance Sheets as of September 30, 2000 and
June 30, 2000 (unaudited) 3
Condensed Statement of Operations for the three months
ended September 30, 2000 and September 30, 1999 (unaudited) 4
Condensed Statement of Cash Flows for the three months ended
September 30, 2000 and September 30, 1999 (unaudited) 5
Notes to Condensed Financial Statements (including data
applicable to unaudited periods) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security-Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 15
2
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IMPLANT SCIENCES CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 3,123,723 $ 4,837,939
Accounts receivable, less allowances of $14,602 at September
30, 2000 and $11,602 at June 30, 2000 742,041 948,432
Inventories 200,378 100,726
Deferred income taxes 62,000 62,000
Notes receivable from employees 36,159 39,464
Prepaid expenses 128,419 54,265
------------ ------------
Total current assets 4,292,720 6,042,826
Property and equipment, at cost:
Machinery and equipment 3,919,257 3,515,369
Leasehold improvements 222,236 218,551
Computers and software 283,437 272,709
Furniture and fixtures 149,268 149,268
Motor Vehicles 14,822 14,822
Leased property under capital lease 28,360 28,360
------------ ------------
4,617,380 4,199,079
Less accumulated depreciation (1,200,133) (1,063,342)
------------ ------------
Net property and equipment 3,417,247 3,135,737
Other assets:
Patent costs, net of accumulated amortization of $37,629 at
September 30, 2000 and $34,629 at June 30, 2000
190,626 194,235
Equity investment in Epsilon Medical, Inc. 42,819 44,030
Notes receivable from employees 5,141 5,141
Other noncurrent assets, net 42,344 46,788
------------ ------------
280,930 290,194
------------ ------------
Total assets 7,990,897 $ 9,468,757
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 329,293 $ 612,003
Accrued expenses 363,224 840,559
Current portion of long-term debt 176,471 176,471
Obligations under capital lease 5,672 5,672
------------ ------------
874,660 1,634,705
Long term liabilities:
Long-term debt, net of current portion 367,647 411,765
Obligations under capital lease 9,926 10,996
Deferred income taxes 29,000 29,000
------------ ------------
406,573 451,761
Stockholders' equity:
Common stock, $0.10 par value; 20,00,000 authorized 5,806,272
outstanding at September 30, 2000 and 5,708,082 outstanding
at June 30, 2000 580,627 570,808
Additional paid in capital 10,077,415 9,896,399
Deferred compensation (45,432) (60,576)
Accumulated deficit (3,902,946) (3,024,340)
------------ ------------
Total stockholders' equity 6,709,664 7,382,291
------------ ------------
Total liabilities and stockholders' equity $ 7,990,897 $ 9,468,757
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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IMPLANT SCIENCES CORPORATION
PART 1 FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
CONDENSED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------
September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
Revenues:
Product and contract research revenues
Medical $ 739,337 $ 737,016
Semiconductor 115,068 137,412
----------- -----------
Total revenues 854,405 874,428
Costs and expenses:
Cost of product and contract research revenues 783,990 491,389
Research and development 448,079 187,718
Selling, general and administrative 558,689 516,112
----------- -----------
Total costs and expenses 1,790,758 1,195,219
Operating loss (936,353) (320,791)
Other income (expense)
Interest income 72,834 66,288
Interest expense (13,108) (20,439)
Equity loss in Epsilon Medical, Inc. (1,211) --
Other (770) 444
----------- -----------
Loss before provision (benefit) for income taxes (878,606) (274,498)
Provision (benefit) for income taxes -- --
----------- -----------
Net loss $ (878,606) $ (274,498)
=========== ===========
Net loss per share - basic $ (0.15) $ (0.05)
=========== ===========
Net loss per share - diluted $ (0.15) $ ( 0.05)
=========== ===========
Weighted average common shares outstanding used for basic
earnings per share 5,773,575 5,184,676
=========== ===========
Weighted average common shares outstanding used for
diluted earnings per share 5,773,575 5,184,676
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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IMPLANT SCIENCES CORPORATION
PART 1. FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------
September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
CASH FLOWS OPERATING ACTIVITIES:
Net loss $ (878,606) $ (274,498)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 144,235 39,000
Amortization of deferred compensation 15,144 15,145
Equity loss in Epsilon Medical, Inc. 1,211 --
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 206,391 (373,681)
(Increase) decrease in inventories (99,652) (31,576)
(Increase) decrease in prepaid expenses (74,154) 861
(Increase) decrease in notes receivable 3,305 --
(Increase) decrease in other noncurrent assets -- (41,480)
Increase (decrease) in accounts payable (282,710) 141,142
Increase (decrease) in accrued expenses (477,335) (445,773)
----------- -----------
Net cash used in operating activities (1,442,171) (970,860)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment (418,301) (469,671)
Capitalized patent costs 609 (2,680)
----------- -----------
Net cash used in investing activities (417,692) (472,351)
CASH FLOW USED IN FINANCING ACTIVITIES:
Proceeds from common stock 190,835 742,326
Repayments of long-term debt (45,188) (36,259)
Repayments of revolving credit line -- (50,000)
----------- -----------
Cash provided by financing activities 145,647 656,067
Net decrease in cash (1,714,216) (787,144)
Cash at beginning of year 4,837,939 6,152,536
----------- -----------
Cash at end of year $ 3,123,723 $ 5,365,392
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 13,108 $ 18,994
Income taxes paid -- 2,500
Obligations under capital lease 15,598 20,923
</TABLE>
See notes to unaudited condensed financial statements.
5
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IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 1: FINANCIAL STATEMENTS (continued)
CONDENSED NOTES TO FINANCIAL STATEMENTS
(Information for the three months ended September 30, 2000
and 1999 is unaudited.)
1. DESCRIPTION OF BUSINESS
Implant Sciences Corporation (the Company) develops products for the
medical device industry using ion implantation and thin film coatings of
radioactive and non-radioactive materials. The Company has received Food and
Drug Administration 510(k) clearance to market its I-Plant(TM) Iodine-125
radioactive seed for the treatment of prostate cancer. The Company also has
under development interventional cardiology devices, radioactive coronary stents
and temporary coronary brachytherapy systems for the prevention of restenosis
(reclosure of the artery after balloon angioplasty). In addition, the Company
modifies the surface characteristics of orthopedic joint implants to reduce
polyethylene wear and thereby increase the life of the implant and provides ion
implantation of electronic dopants for the semiconductor industry.
2. INTERIM FINANCIAL STATEMENTS
The financial information for the three months ended September 30, 2000 and
1999 is unaudited but includes all adjustments (consisting only of normal
recurring adjustments) which the Company considers necessary for a fair
presentation of the financial position at such date and of the operating results
and cash flows for these periods. The results of operations and cash flows for
the three months ended September 30, 2000 and 1999 are not necessarily
indicative of results that may be expected for the entire year. The information
contained in this Form 10-QSB should be read in conjunction with the Company's
audited financial statements, included it its Form 10-KSB as of and for the year
ended June 30, 2000 filed with the Securities and Exchange Commission.
3. NEW ACCOUNTING STANDARDS
In December 1999, the Securities and Exchange Commission issued Staff
Bulletin 101, (SAB 101), "Revenue Recognition in Financial Statements", SAB 101
interprets the application of generally accepted accounting principals to
revenue recognition in financial statements. The Company will adopt SAB 101 in
fiscal 2001 and does not expect SAB 101 to have a material effect on its
financial position or results of operations.
6
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IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 1: FINANCIAL STATEMENTS (continued)
CONDENSED NOTES TO FINANCIAL STATEMENTS
4. EARNINGS PER SHARE
Basic earnings per common share are computed by dividing net income by the
weighted-average number of common shares outstanding. Diluted earnings per share
are computed by dividing net income by the sum of the weighted-average number of
common shares outstanding plus the dilutive effect of shares issuable through
the exercise of stock options (common stock equivalents) unless their inclusion
would be antidilutive.
5. ACCOUNTS RECEIVABLE
Contract revenue under cost sharing research and development agreements is
recognized as eligible expenses are incurred. Invoicing of research and
development contracts occurs in accordance with the terms of the contract.
Revenue recognized but unbilled is recorded as unbilled accounts receivable. At
September 30, 2000 unbilled accounts receivable represented approximately 39.8 %
of total accounts receivable.
6. INVESTMENT
On October 6, 1999 the Company entered into an agreement to acquire 38% of
the shares outstanding of Epsilon Medical, Inc. for $50,000. The Company has
accounted for this investment under the equity method and included the
investment in other assets. The carrying amount of the investment reflects the
Company's share of all losses as of September 30, 2000.
7. CREDIT ARRANGEMENTS
The Company has an unsecured revolving line of credit of $750,000 at the
prime interest rate. This line of credit is renewable annually. The Company also
has a $750,000 equipment purchase facility of which $544,000 was outstanding at
September 30, 2000. The Company's loan agreement requires compliance with two
financial covenants, measured annually, consistent with the Company's year end.
At June 30, 2000 the Company's net loss covenant exceeded the required amount.
The Company's bank has waived its rights under the loan agreement with respect
to compliance with this financial covenant for a period of one year from
June 30, 2000.
7
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IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto as filed in the Company's Form 10-KSB for
the year ended June 30, 2000. In addition to historical information, this
Quarterly Report on Form 10-QSB contains forward-looking statements. The
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in such
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's opinions only as of
the date hereof. The Company undertakes no obligation to revise or publicly
release the results of any revision to these forward-looking statements. Readers
should carefully review documents that the Company files from time to time with
the Securities and Exchange Commission, including the Company's Quarterly
Reports and Annual Reports filed by the Company in fiscal 1999 and 2000.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Revenues. Total revenues decreased to approximately $854,000 in the three
months ended September 30, 2000 from $874,000 in the three months ended
September 30, 1999. This 2.3% decrease was primarily attributable to a 36.9%
decrease in government contract and grant revenue as several contracts reached
completion, and a 16.3% decrease in semiconductor revenue as a production line
was off line for several weeks due to the planned installation of a new
cleanroom facility, offset by a 22.6% increase in medical revenues primarily
from the Company's radioactive medical products. Currently less than 5% of all
revenues are derived from foreign sources, however, the Company expects to begin
international distribution of its I-Plant seeds in the latter half of the next
calendar year.
The Company's two major customers, the Howmedica/Osteonics Division of
Stryker Corporation and Biomet Incorporated, combined, accounted for 45.7% of
revenue for the three months ended September 30, 2000 and 50.3% in the three
months ended September 30, 1999. The Company's government contract and grant
revenue accounted for 19.4% and 30.1% of revenue for the three months ended
September 30, 2000 and 1999, respectively.
Cost of Product and Contract Research Revenues. Cost of product and
contract research revenue increased to approximately $784,000 from approximately
$491,000 for the three months ended September 30, 2000 and increased as a
percent of revenues to 91.8% from 56.2% in the same periods. This increase in
cost is primarily attributable to the completion and staffing of the
manufacturing facility for seed production for the recent product launch.
8
<PAGE> 9
Research and Development. Research and development expenses increased to
approximately $448,000 in the three months ended September 30, 2000 from
approximately $188,000 in the three months ended September 30, 1999. This 138.3%
increase is due to the Company's product development efforts. The Company
anticipates in future periods its research and development expenses will
continue to increase in total dollars expended as a result of its new product
development plans, particularly in the areas of interventional cardiology
devices, radiopaque coatings for interventional cardiology devices, nuclear
imaging, semiconductor devices and vascular graphs and drug eluting stents.
Selling, General and Administrative. Selling, general and administrative
expenses increased to approximately $558,000 in the three months ending
September 30, 2000 from approximately $516,000 in the three months ended
September 30, 1999. The 8.2% increase in selling, general and administrative
expenses is primarily attributable to increased depreciation and travel
expenses. The Company anticipates that in future periods its selling, general
and administrative expenses will increase in total dollars expended as a result
of its plans to commercialize new products and begin international distribution
plans for the I-Plant seed in the latter half of next calendar year.
Other Income and Expense, Net. Other income and expense, net consists
primarily of interest earned on the Company's short-term investments and
interest expense on loans. Other income and expenses increased to approximately
$58,000 in the three months ended September 30, 2000 from approximately $46,000
in the three months ended September 30, 1999. This increase primarily reflects
an increase in interest income of approximately $7,000 on the Company's short
term investments combined with a decrease in interest expense of approximately
$7,000 on the Company's loans.
Liquidity and Capital Resources. As of September 30, 2000 the Company had
approximately $3,124,000 in cash in the form of cash and marketable securities.
The Company also had a $750,000 revolving line of credit from a commercial bank
at the prime interest rate of which the entire balance was available at
September 30, 2000. This line of credit is renewable on September 30, 2000. The
Company is currently in the process of renewing the line of credit. The
Company also has an equipment purchase facility with a commercial bank, under
which approximately $544,000 was outstanding at September 30, 2000. Under the
provisions of its Loan Agreement, the Company is required to maintain compliance
at fiscal year end with two financial covenants, minimum levels of net worth and
net loss limits. At June 30, 2000, the Company's net loss covenant exceeded the
required amount. The Company's bank waived its rights under the Loan Agreement
with respect to compliance with this financial covenant for a period of one year
from June 30, 2000.
During the three months ending September 30, 2000, operating activities
used cash of approximately $1,442,000. Net cash used by operating activities
primarily reflects the net loss for the fiscal quarter, a decrease in accounts
payable and accrued expenses offset by a decrease in accounts receivable and an
increase in depreciation and amortization.
During the three months ending September 30, 2000, investing activities
used cash of approximately $418,000. Net cash used by investing activities was
primarily due to purchases of property and equipment. Although the Company does
not have significant capital commitments, the Company intends to make
significant investments over the next several years to support the development
and commercialization of its new products and the expansion of its manufacturing
equipment and capabilities.
9
<PAGE> 10
During the three months ended September 30, 2000, financing activities
provided approximately $146,000 in cash. Net cash provided by financing
activities primarily includes approximately $191,000 in proceeds from the
exercise employee stock options and warrants. offset by payments on the
Company's equipment loan. The Company plans to further increase its expenditures
to complete development and commercialize its new products, to increase its
manufacturing capacity, to ensure compliance international regulations and to
broaden its sales and marketing capabilities. The Company believes it has and
will be able to obtain sufficient resources to fund its operating activities.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities and Use of Proceeds
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters of a Vote to Security-Holders
Not Applicable
Item 5. Other Information
Research and Development Programs
We have a number of research and development programs described below:
* Interventional cardiology devices - We are developing devices to reduce
restenosis, the reclosure of the coronary artery, after balloon angioplasty
using both permanent and temporary radiation treatments at the coronary
artery obstruction site. There are approximately 1.3 million coronary
balloon angioplasty procedures performed each year throughout the world
with approximately 30% to 40% requiring repeat procedures as a result of
restenosis. Radiation treatment after angioplasty has been shown, in
numerous clinical trials in the U.S. and Europe, to reduce restenosis by
30% to 50%. We believe that our innovative technology using "soft" gamma
radiation will be rapidly accepted by cardiologists as it will permit
physicians and staff to remain at a patient's side during the treatment,
which is currently not an option when using "hard" gamma ray emitters such
as
10
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Iridium-192. We have received three research grants from the National
Institutes of Health, which supplements Company funding in intravascular
radiation therapy utilizing "soft" gamma rays. This technology is presently
being evaluated in animal studies in collaboration with the Cleveland
Clinic Foundation and Stanford University Medical Center.
* Radiopaque coatings for interventional cardiology devices - We have
developed a proprietary process, Microfusion(TM), for applying radiopaque
coatings onto a variety of medical devices manufactured by our customers to
increase the visibility of such devices during interventional cardiology
and other catheter-based procedures. We use our Microfusion(TM) process to
coat stents, guidewires and catheters to improve the utility of these
devices during their clinical applications. We currently have several
development programs with coronary stent manufacturers to make their stents
more radiopaque. One or more stents are typically used in over 70% of all
balloon angioplasty procedures.
* Nuclear Imaging - Using our core technology of ion implantation, we are
developing a system for producing very short half-life isotopes for imaging
of diseased organs. Using our technology, fluorine-18 (1.8 hour half-life)
and iodine-123 (13 hour half-life) can be produced within every medical
center that possesses a medical cyclotron. We believe this market potential
is substantial, but growth is being hampered by the unavailability of
isotopes with such short half-lives. Fluorine-18 and iodine-123 are now
being used for brain and heart imaging as well as cancer diagnosis.
* Semiconductor Devices - We are developing devices that utilize a compound
semiconductor called gallium nitride. Using this material and our ion
implantation technology, high power, high temperature diodes and
transistors are being developed. We have filed several patent applications
for this proprietary processing technology. Utilizing ion implantation
methods, we have also developed a toxic gas sensor-on-a-chip. This
technology was developed with government funding under an SBIR grant.
* Vascular Grafts and Drug Eluting Stents - We are developing a covered stent
using a porous polyurethane polymer. This biocompatible polymer allows cell
ingrowth and can be used to hold anti-inflammatory drugs and/or
radioactivity to reduce restenosis after angioplasty. This program is a
collaborative effort with Cardiotech International Inc. of Woburn, Mass.
Item 6. List of Exhibits
(a) The following exhibits, required by item 601 of Regulation S-B, are
filed as part of this report on Form 10-QSB. Exhibit numbers, where
applicable, in the left column, correspond to those of Item 601 of
Regulation S-B.
(b) The registrant has filed no reports on Form 8-K during the quarter
ended September 30, 2000.
11
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The following exhibits are filed as part of this report:
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NO.---- -----------
<C> <S>
*3.2 By-Laws of the Company
*3.3 Articles of Amendment to the Articles of Organization of the
Company, dated June 9, 1999
*3.4 Restated Articles of Organization of the Company, dated June
9, 1999
**4.1 Specimen certificate for the Common Stock of the Company
**4.2 Specimen certificate for the Redeemable Warrants of the
Company
***4.3 Specimen certificate for the Units of the Company
**10.1 Employment Agreement with Anthony J. Armini, dated September
26, 1998
**10.2 Employment Agreement with Stephen N. Bunker, dated September
26, 1998
*10.3 Employment Offer Letter to Darlene Deptula-Hicks, dated June
15, 1998
*10.4 Employment Offer Letter to Alan Lucas, dated March 20, 1998
*10.5 Amendment to Employment Offer Letter to Alan Lucas, dated
September 24, 1998
*10.6 Form of Employee Agreement on Ideas, Inventions, and
Confidential Information used between 1993 and 1995
*10.7 Form of Employee Agreement on Ideas, Inventions, and
Confidential Information used in 1993
*10.8 Form of Employee Agreement on Ideas, Inventions, and
Confidential Information used between 1997 and 1998
*10.9 Loan Agreement between the Company and US Trust, dated May
1, 1996
*10.10 $100,000 Commercial Promissory Note signed by the Company in
favor of US Trust, dated May 1, 1996
*10.11 $300,000 Commercial Promissory Note signed by the Company in
favor of US Trust, dated May 1, 1996
*10.12 Guaranty of Loan Agreement between the Company and US Trust,
by Anthony J. Armini, dated May 1, 1996
*10.13 Security Agreement between the Company and US Trust, dated
May 1, 1996
*10.14 Lessor's Subordination and Consent between the Company and
Teacher's Insurance and Annuity Association of America,
dated May 1, 1996
*10.15 First Amendment to Loan Agreement between the Company and US
Trust, dated July 24, 1997
*10.16 $300,000 Commercial Promissory Note signed by the Company in
favor of US Trust, dated July 24, 1997
*10.17 $94,444.40 Commercial Promissory Note signed by the Company
in favor of US Trust, dated August 12, 1997
*10.18 Second Amendment to Loan Agreement between the Company and
US Trust, dated January 16, 1998
*10.19 $750,000 Commercial Promissory Note signed by the Company in
favor of US Trust, dated January 16, 1998
*10.20 Promissory Note signed by Anthony J. Armini in favor of the
Company, dated September 26, 1998
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NO.---- -----------
<C> <S>
*10.21 Shareholders Agreement between NAR Holding Corporation and
Anthony J. Armini, dated July 15, 1987
*10.22 Lease between the Company and Teachers Insurance and Annuity
Association of America, dated September 29, 1995
*10.23 First Amendment to Lease and Expansion Agreement between the
Company and Teachers Insurance and Annuity Association of
America, dated July 29, 1998
*10.24 Standard Cooperative Research and Development Agreement
between the Company and the Naval Research Laboratory, dated
January 21, 1997+
*10.25 Cooperative Agreement between the Company and the United
States of America U.S. Army Tank-Automotive and Armaments
Command Armamanet Research, Development and Engineering
Center, dated September 30, 1997+
*10.26 Vendor Agreement Memorandum between the Company and
Osteonics, dated February 2, 1998+
*10.27 Sample Purchase Order between the Company and MicroSpring
Company, Inc., dated October 24, 1996+
*10.28 Asset Purchase Agreement between the Company and Falex
Corporation, dated November 17, 1995+
*10.29 Settlement between the Company and Erik Akhund, dated July
1, 1998
*10.30 1992 Stock Option Plan
*10.31 Form of Stock Option Agreement under the 1992 Stock Option
Plan
*10.32 1998 Incentive and Nonqualified Stock Option Plan
**10.33 Form of Incentive Stock Option under the 1998 Incentive and
Nonqualified Stock Option Plan
**10.34 Form of Nonqualified Stock Option under the 1998 Incentive
and Nonqualified Stock Option Plan
**10.35 Form of Nonqualified Stock Option for Non-Employee Directors
under the 1998 Incentive and Nonqualified Stock Option Plan
*10.36 Form of Lock-Up Agreement
**10.37 Agreement Appointing Transfer Agent and Registrar between
the Company and American Securities Transfer & Trust, Inc.,
dated October 19, 1998
**10.38 Certification of Corporate Secretary dated October 19, 1998
concerning Agreement Appointing Transfer Agent and Registrar
between the Company and American Securities Transfer &Trust,
Inc.
**10.39 Research and Development Agreement between the Company and
Guidant Corporation, dated May 20, 1998+
**10.40 Letter Agreement between the Company and Guidant
Corporation, dated September 29, 1998+
***10.41 Form of Medical Advisory Board Agreement
***10.42 Form of Loan Agreement, dated January 7, 1999, between the
Company and the following employees in the following
amounts: Donald J. Dench ($12,500), Diane J. Ryan ($12,500),
Mark and Kathleen Gadarowski ($12,500), Gregory Huntington,
Sr. ($12,500), Leonard DeMild ($25,000), Michael Nelson
($12,500), Richard Sahagian ($12,500), Darryl Huntington
($12,500), Dennis Gadarowski ($12,500) and David Santos
($12,500)
***10.43 Terms and Conditions from Sample Purchase Order between the
Company and Biomet, Incorporated
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NO.---- -----------
<C> <S>
****10.44 Unit and Warrant Agreement between the Company and American
Securities Transfer & Trust, Inc., dated April 9, 1999
*10.45 Agreement between the Company and U.S. Army Space and
Missile Defense Command, dated May 27, 1999
*****10.46 Second Amendment to Lease and Extension Agreement
*****10.47 Sublease Agreement
*****10.48 Consent to Sublease Agreement
******+10.52 Distributorship agreement, dated January 26, 2000, by and
between Implant Sciences Corporation and Medtec Iowa, Inc.
Portions of this exhibit have been omitted pursuant to a
request for confidential treatment
******10.53 Stock Purchase Agreement, dated March 2, 2000, by and
between Implant Sciences Corporation and Medtec Iowa, Inc.
******10.54 Research and Development Agreement, dated March 13, 2000, by
and between Implant Sciences Corporation and Cardiotech
International
*21.1 Subsidiaries of the Company
23.1 Consent of Independent Auditors
*23.2 Consent of Foley, Hoag & Eliot LLP
*24.1 Power of Attorney
27.1 Financial Data Schedule
</TABLE>
---------------
* Previously filed in the Registration Statement on Form SB-2
(Registration No. 333-64499) filed on September 29, 1998.
** Previously filed in Amendment No. 1 to the Registration Statement, filed
on December 21, 1998.
*** Previously filed in Amendment No. 2 to the Registration Statement, filed
on February 11, 1999.
**** Previously filed in Amendment No. 3 to the Registration Statement, filed
on April 30, 1999.
***** Previously filed in Form 10QSB for quarter ending December 31, 1999,
filed on February 14, 2000.
****** Previously filed in Form 10QSB for the quarter ending March 31, 2000
filed on May 15, 2000.
+ Filed under application for confidential treatment.
14
<PAGE> 15
IMPLANT SCIENCES CORPORATION
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Implant Sciences Corporation
Date: November 9, 2000 /s/ Anthony J. Armini
----------------------------------------------
Anthony J. Armini
President and CEO
Date: November 9, 2000 /s/ Darlene M. Deptula-Hicks
----------------------------------------------
Darlene M. Deptula-Hicks
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
Date: November 9, 2000 /s/ Stephen N. Bunker
----------------------------------------------
Stephen N. Bunker
Vice President and Chief Scientist,
Director
Date: November 9, 2000 /s/ Robert E. Hoisington
----------------------------------------------
Robert E. Hoisington
Director
Date: November 9, 2000 /s/ Shunkuchi Shimizu
----------------------------------------------
Shunkuchi Shimizu
Director
Date: November 9, 2000 /s/ Michael Szycher
----------------------------------------------
Michael Szycher
Director
15
