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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 333-68167
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CARDIA, INC.
(Name of small business issuer in its charter)
MINNESOTA 41-1923885
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13770 Frontier Court, Burnsville, Minnesota 55337-4720
(Address of principal executive offices, including zip code)
(612) 997-2100
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. NOT APPLICABLE.
State issuer's revenues for its most recent fiscal year: $1,133,906.
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates. NOT APPLICABLE (See Item 5).
DOCUMENTS INCORPORATED BY REFERENCE
None.
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<PAGE>
PART III
Item 9 is amended and restated in its entirety to read as follows:
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table provides information about the Company's directors
and executive officers:
<TABLE>
<CAPTION>
NAME Age Position Since
- ---- --- -------- -----
<S> <C> <C> <C>
Joseph A. Marino......................... 48 Chairman of the Board of Directors, Chief
Executive Officer, President, Treasurer and 1998
Director
Peter Buonomo............................ 38 Vice President 1998
Thomas E. Brust ......................... 41 Director 1998
Christopher J. Turnbull.................. 43 Director 1999
Peter R. Peterson........................ 66 Director 1999
</TABLE>
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JOSEPH A. MARINO. Chairman of the Board, Chief Executive Officer, President, and
Treasurer of Cardia since November 1998; Chairman of the Board, Chief Executive
Officer and President of Applied Biometrics, Inc., a Minneapolis-based medical
device company, from 1994 to March 1999; Director of Electro-Sensors, Inc., a
manufacturer and distributor of industrial production monitoring and process
control systems, since 1994.
PETER BUONOMO. Vice President of Cardia since November 1998; Vice President of
Sales and Marketing of Applied Biometrics, Inc. from 1996 to March 1999, Vice
President of Marketing since 1995 and Director of Marketing from 1994 to 1995.
THOMAS E. BRUST. Director of Cardia since November 1998; Chairman and Chief
Executive Officer of Micronet Medical, Inc., a medical device manufacturer,
since 1992.
CHRISTOPHER J. TURNBULL. Director of Cardia since January 1, 1999; Director and
Chief Executive Officer of St. Paul Medical Inc., a disposable medical device
manufacturer, since 1993; President of Critical Care Anesthetist, P.A., a
provider of contract nurse anesthesia services to hospitals and ambulatory
healthcare facilities, since 1987; served as the interim President of Oxboro
Medical International, a medical device manufacturer, from 1998 until 1999.
PETER R. PETERSON. Director of Cardia since October 7, 1999; Director of PPT
Vision, Inc., a manufacturer, marketer and integrator of machine vision systems;
Secretary and Director of Electro-Sensors, Inc., a manufacturer and distributor
of industrial production monitoring and process control systems. Mr. Peterson
served as Secretary of Electro-Sensors since 1973 and served as Chairman of the
Board from 1969 to 1989. He is also President of P. R. Peterson, Inc., a venture
capital firm where he has served for over five years; Chairman and Chief
Executive Officer of Video Learning Systems, Inc. from 1982 to 1999.
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BOARD COMMITTEES
The Board of Directors has established an Audit Committee and a
Compensation Committee. The Audit Committee is currently comprised of Messrs.
Turnbull (Chair) and Brust. The Audit Committee meets with the Company's
independent auditors and representatives of management to review the internal
and external financial reporting of the Company, reviews the scope of the
internal auditors' examination, considers comments by the auditors regarding
internal controls and accounting procedures and management's response to these
comments and approves any material non-audit services to be provided by the
Company's internal auditors. The Audit Committee met one time during 1999.
The Compensation Committee is currently composed of Messrs. Turnbull
and Brust (Chair). The Compensation Committee reviews and makes recommendations
to the Board of Directors regarding salaries, compensation, stock options and
benefits of officers and employees. The Compensation Committee met one time
during 1999.
The Company does not have a Nominating Committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Not applicable.
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<PAGE>
Item 11 is amended and restated in its entirety to read as follows:
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table presents, as of March 28, 2000, the number and
percent regarding beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to beneficially own more than 5% of the outstanding
shares of Common Stock; (ii) each director and executive officer of the Company;
and (iii) all directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNERS SHARES OWNED
----------------- ------------
NUMBER OF SHARES PERCENTAGE
BENEFICIALLY OWNED OF CLASS
------------------ --------
<S> <C> <C>
Cede & Co.................................................... 619,175 51.6%
c/o Depository Trust Co.
P.O. Box 20
Bowling Green Station
New York, New York 10004
Joseph A. Marino ............................................ 344,533(1)(2)(3) 27.6%
13770 Frontier Court
Burnsville, Minnesota 55337
David B. Johnson ............................................ 86,588(4) 7.2%
Miller Johnson & Kuehn, Inc.
5500 Wayzata Blvd., Suite 800
Minneapolis, Minnesota 55416
Aaron Boxer Revocable Trust.................................. 76,072(5) 6.3%
c/o Miller Johnson & Kuehn, Inc.
5500 Wayzata Blvd., Suite 800
Minneapolis, Minnesota 55416
Peter R. Peterson ........................................... 51,574(1)(6) 4.3%
Peter Buonomo ............................................... 25,000(3)(7) 2.0%
Thomas E. Brust ............................................. 10,000(1)(8) *
Christopher J. Turnbull ..................................... 10,000(1)(9) *
All executive officers and directors as a group
(5 persons) ................................................. 441,107(2)(6)(7)(8)(9) 33.8%
</TABLE>
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* Less than 1%.
(1) Current director of Cardia, Inc.
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(2) Includes 50,000 shares which could be purchased by Mr. Marino under
stock options exercisable within sixty (60) days. Also includes 2,773
shares held by Mr. Marino's daughter, Anna M. Marino, 2,773 shares held
by Mr. Marino's son, Joseph A. Marino III, and 30,000 shares held by
Mr. Marino or his wife in trusts for their children, the beneficial
ownership of all of such shares is disclaimed.
(3) Current executive officer of Cardia, Inc.
(4) Based upon the Schedule 13G/A filed with the Securities and Exchange
Commission on February 22, 2000. Includes 56,091 and 46 shares owned
respectively by Betty Johnson and Todd Johnson, wife and son of David
B. Johnson. Mr. Johnson has sole voting and dispositive power with
respect to 30,451 shares and shared voting and dispositive power with
respect to 56,137 shares.
(5) Based upon the Schedule 13G filed with the Securities and Exchange
Commission on February 22, 2000. The Aaron Boxer Revocable Trust has
sole voting and dispositive power with respect 68,289 shares and shared
voting and dispositive power with respect to 7,783 shares.
(6) Includes 10,000 shares which could be purchased by Mr. Peterson under
stock options exercisable within sixty (60) days of the date hereof.
Calculation also includes 8,812 shares owned by a subsidiary of
Electro-Sensors, Inc., of which Mr. Peterson is a director and
controlling shareholder.
(7) Includes 25,000 shares which could be purchased by Mr. Buonomo under
stock options exercisable within sixty (60) days of the date hereof.
(8) Includes 10,000 shares which could be purchased by Mr. Brust under
stock options exercisable within sixty (60) days of the date hereof.
(9) Includes 10,000 shares which could be purchased by Mr. Turnbull under
stock options exercisable within sixty (60) days of the date hereof.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CARDIA, INC.
("Registrant")
Dated: April 28, 2000 By/s/ Joseph A. Marino
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Joseph A. Marino
Chief Executive Officer, President,
Treasurer and Chairman of the Board of
Directors
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