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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
Commission File Number 000-27847
JACOBSON RESONANCE ENTERPRISES, INC.
NEVADA 65-0684400
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
9960 Central Park Boulevard, #302
Boca Raton, Florida 33428
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (561) 477-8020
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
Check whether the Company (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 Company was required to file such
reports), and (2) has been subject to filing requirements for the past 90 days.
Yes [X] No [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained, to the best of the Company'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.
[ ]
The Company's revenues for fiscal year 1999 were $22,021.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Company is $33,990,200 based on the closing price of $1.28
as of April 12, 2000.*
As of April 12, 2000, the Company had a total of 39,650,660 shares of common
stock outstanding.
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*Affiliates for the purpose of this item refer to the officers, directors,
and/or persons or firms owning 5% or more of the Company's common stock, both of
record and beneficially.
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TABLE OF CONTENTS
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PAGE
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PART III.........................................................................................................1
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS..........................1
ITEM 10. EXECUTIVE COMPENSATION................................................................2
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........................2
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................................4
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the names and ages of the directors and
executive officers of the Company, as well as the positions held by such
persons:
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Name Age Position (1)
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Dr. Jerry I. Jacobson (2) 54 Chairman of the Board, President
and Chief Executive Officer
Alfonso Serrato 55 Director
Debra M. Jacobson (2) 48 Senior Vice President, Treasurer, Secretary
and Director
Frank A. Chaviano 51 Senior Vice President
</TABLE>
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(1) All directors and officers are elected for terms of for one year and until
their successors have been elected and qualified. Vacancies in the existing
board are filled by majority vote of the remaining directors. Board members are
serving without compensation. Officers serve at the pleasure of the Board.
(2) Dr. Jerry I. Jacobson and Debra M. Jacobson are husband and wife.
DR. JERRY I. JACOBSON has been the Chairman, President and Chief
Executive Officer of the Company since June 1996 and of its privately-held
predecessor since March 1995. Dr. Jacobson holds a Bachelor of Arts degree in
Philosophy from Brooklyn College of the City University of New York and D.D.S.
and D.M.D degrees from Temple University. He has also received extensive
informal training in physics after auditing 25 courses at different universities
in the New York City metropolitan area. Dr. Jacobson has also been a student of
Albert Einstein's work throughout his life. Since his discovery of a new law of
nature, Dr. Jacobson has focused his science, denoted as Jacobson Resonance, on
medical therapy for more than a decade. His publishing credits include more than
60 articles, more than 15 abstracts, three book chapters and two books. He holds
seven issued, allowed or pending United State of America patents, for three of
which there are currently patents issued or pending in 75 foreign countries.
ALFONSO SERRATO has been a director of the Company since June 1998. Mr.
Serrato worked for Medtronic, Inc., a New York Stock Exchange company that is a
leading manufacturer and distributor of medical devices around the world, from
1978 until 1996 in various capacities. His positions included Vice President of
Worldwide Manufacturing and Vice President of Pacing Operations. He is the
controlling person of Serrato Enterprises, L.L.C., a licensee of the Company and
the entity that is spearheading the Company's European initiatives.
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DEBRA M. JACOBSON has been a director, the Treasurer and the Secretary
of the Company since August 1996 and Senior Vice President of the Company since
September 1999. She has been married to Dr. Jacobson and served as his private
secretary for approximately 25 years. As Dr. Jacobson has suffered from glaucoma
for over 20 years, Ms. Jacobson has been invaluable as a research assistant and
editor. Previously, Ms. Jacobson worked as a flight attendant for Eastern
Airlines and as a secretary. She is a graduate of the prestigious Katherine
Gibbs Secretarial School in New York, New York.
FRANK A. CHAVIANO joined the Company as Vice President in 1997 and
subsequently became Senior Vice President and Chief Operating Officer.
Previously, Mr. Chaviano served from 1996 to 1997 as Senior Vice President of
American Healthcorp responsible for physician practice management and
development. From 1994 until 1996, he was Senior Vice President of Integrated
Health Services, Inc., and from 1992 until 1994, he was Senior Vice President of
Integracare, Inc. In those positions Mr. Chaviano assisted with the acquisition
and development of more than 100 medical practices.
ITEM 10. EXECUTIVE COMPENSATION
Dr. Jacobson, the Company's Chief Executive Officer, does not receive
any cash compensation from the Company. None of the executive officers of the
Company received more than $100,000 cash in annual salary and bonus in any of
the last three full fiscal years of the Company. However, Dr. Jacobson and each
of the other directors and executive officers of the Company have received
various stock issuances and stock option grants from the Company. Please see
"Item 11: Security Ownership of Certain Beneficial Owners and Management."
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 12, 2000, the beneficial
ownership of the voting securities of the Company by each person beneficially
owning more than 5% of such securities, by each of the directors and executive
officers of the Company, and by the directors and executive officers of the
Company as a group.
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Name and Address Amount and Nature Percent of Class
of Beneficial Owner (1) of Beneficial Ownership (2) Outstanding
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Dr. Jerry I. Jacobson 45,000 shares of Series A
Convertible Preferred Stock (3) 100.0%
10,809,685 shares of
common stock (4) 27.2%
Alfonso Serrato 1,739,352 (5) 4.4%
Debra M. Jacobson 727,200 (6) 1.8%
Frank A. Chaviano 772,866 (7) 1.9%
All directors and executive officers 14,049,103 (8) 35.0%
as a group (4 persons)
</TABLE>
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(1) The address of each person named in the table is c/o Jacobson
Resonance Enterprises, Inc., 9960 Central Park Boulevard, Suite 302,
Boca Raton, Florida 33428.
(2) For all entries in the table other than the one for Dr. Jerry I.
Jacobson, the figures represent beneficial ownership of shares of the
Company's common stock.
(3) Each share of the Series A Convertible Preferred Stock is entitled to
1,000 votes on all matters submitted to a vote of the Company's
shareholders. As a result, Dr. Jacobson controls 65.8% of the combined
voting power of the Company's outstanding shares of preferred and
common stock. The Series A Convertible Preferred Stock is not entitled
to any dividends and has a liquidation preference equal to its par
value, which is a total of $45.00. At the option of Dr. Jacobson, up to
one-third of the outstanding shares of the Series A Convertible
Preferred Stock can be converted into shares of the Company's common
stock beginning in May of each of the years 2000, 2001 and 2002. The
conversion ratio is 1,000 shares of common stock for each share of
preferred stock.
(4) This figure includes 10,709,685 shares owned of record by
Dr. Jacobson and 100,000 shares subject to options granted to Dr.
Jacobson, which options are exercisable within 60 days from the date
hereof. This figure excludes 100,000 shares subject to options granted
to Dr. Jacobson, which options are not exercisable within 60 days from
the date hereof. This figure also does not include beneficial ownership
of shares of the Company's common stock by Debra M. Jacobson, the wife
of Dr. Jacobson, as to which shares Dr. Jacobson disclaims any
beneficial interest. Ms. Jacobson's beneficial ownership is separately
listed in the table. Together Dr. and Ms. Jacobson beneficially own
11,306,885 shares, or 28.5%, of the outstanding shares of the Company's
common stock. This figure further excludes 200,000 shares owned of
record by the Perspectivism Foundation, of which Dr. Jacobson is the
founder and a director. Dr. Jacobson disclaims any beneficial interest
in those shares.
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(5) This figure includes 1,167,495 shares owned of record by Mr. Serrato,
542,857 shares subject to warrants held by Mr. Serrato, and 29,000
shares subject to options granted to Mr. Serrato, which options are
exercisable within 60 days from the date hereof. This figure excludes
12,000 shares subject to options granted to Mr. Serrato, which options
are not exercisable within 60 days from the date hereof. It also
excludes 28,571 shares owned of record by Mr. Serrato's wife and 28,571
shares subject to warrants held by her. Mr. Serrato disclaims any
beneficial interest in those shares.
(6) This figure includes 597,200 shares owned of record by Ms. Jacobson
and 130,000 shares subject to options granted to Ms. Jacobson, which
options are exercisable within 60 days from the date hereof. This
figure excludes 50,000 shares subject to options granted to Ms.
Jacobson, which options are not exercisable within 60 days from the
date hereof. It also does not include beneficial ownership of shares of
the Company's common stock by Dr. Jerry I. Jacobson, the husband of Ms.
Jacobson, as to which shares Ms. Jacobson disclaims any beneficial
interest. Together, Dr. and Ms. Jacobson beneficially own 11,306,885
shares, or 28.5%, of the outstanding shares of the Company's common
stock. This figure also excludes 200,000 shares owned of record by the
Perspectivism Foundation, to which Ms. Jacobson donated the shares and
of which Ms. Jacobson is a director. Ms. Jacobson disclaims any
beneficial interest in those shares.
(7) This figure includes 592,866 shares owned of record by Mr. Chaviano
and 180,000 shares subject to options granted to Mr. Chaviano, which
options are exercisable within 60 days from the date hereof. It
excludes 100,000 shares subject to options granted to Mr. Chaviano,
which options are not exercisable within 60 days from the date hereof.
(8) This figure includes 13,067,246 shares owned of record by the
Company's directors and executive officers as a group; 439,000 shares
subject to options granted to them, which options are exercisable
within 60 days from the date hereof; and 542,857 shares subject to
warrants held by them. Taking into account the 45,000 shares of the
Company's Series A Convertible Preferred Stock owned by Dr. Jacobson,
the Company's directors and executive officers collectively control
68.5% of the combined voting power of the Company's outstanding shares
of preferred and common stock.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is the exclusive licensee of Jacobson Resonance from Dr.
Jacobson, who is the sole owner of all patents issued or filed. Dr. Jacobson is
also the sole owner of all relevant Jacobson Resonance intellectual property.
The Company has the exclusive rights to pursue whatever applications of Jacobson
Resonance that it wants through October 2004. In return, the Company is
obligated to pay Dr. Jacobson a 3% or 4% royalty on revenues, depending upon the
application.
To date, the Company has entered into two agreements with Serrato
Enterprises L.L.C. ("Serrato Enterprises"), an entity controlled by Alfonso
Serrato, a director of the Company. In March 1999, the Company entered into a
ten-year license agreement with Serrato Enterprises for the marketing and
distribution of the Company's chronic pain reduction products in Europe, Africa
and the Middle East, excluding Israel and the nations that formerly constituted
the Union of Soviet Socialist Republics. The stated term of the agreement runs
through the year 2008 and contains two automatic renewals thereafter of five
years each, but is subject to earlier termination by either party upon at least
90 days' prior written notice to the other party. The Company is to receive a
sales royalty of 16% of gross sales payable on a quarterly basis within 30 days
after the
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end of each calendar quarter. The Company is also to receive a manufacturing
license override fee of $1,000 for each 18" and 22" Jacobson Resonator and
$1,500 for each seven foot Jacobson Resonator ordered by and delivered to the
licensee. These fees are payable within 45 days of initial shipment of the
product from the manufacturing facility.
In October 1999, the Company entered into an additional and separate
ten-year license agreement with Serrato Enterprises for the manufacturing (as
opposed to the marketing and distribution) of the Company's chronic pain
reduction products in Europe, Africa and the Middle East, excluding Israel and
the nations that formerly constituted the Union of Soviet Socialist Republics.
The stated term of the agreement runs through the year 2009 and contains two
automatic renewals thereafter of five years each, but is subject to earlier
termination by either party upon at least 180 days' prior written notice to the
other party. The Company is to receive manufacturing royalties of $1,000 for
each 18" and 22" Jacobson Resonator, $1,500 for each 4' and 7' Jacobson
Resonator and $2,000 for each industrial and/or non-medical use Jacobson
Resonator manufactured and delivered by the licensee. These royalties are
payable on a quarterly basis within 30 days after the end of each calendar
quarter.
Mr. Serrato in November 1998 made a $60,000 one-year loan to the
Company with interest at 7% per annum. He had the option at any time to convert
the loan and any accrued interest into shares of the Company's common stock at
$0.21 per share, which approximated the fair market value of the Company's
common stock at the time the loan was made. In March 1999, he converted the loan
and accrued interest into 291,305 shares of the Company's common stock.
From time to time since late 1997 on approximately a quarterly basis,
the Company has issued shares of its common stock to its executive officers
either in lieu of cash compensation or as bonuses. Debra Jacobson, a director as
well as an executive officer of the Company, has received stock in most of these
issuances. The following table sets forth pertinent information on the issuances
to Ms. Jacobson:
Number of Value Per Aggregate
Date Shares Share Value
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November 1997 5,000 $ 0.15 $ 750
July 1998 83,334 0.35 29,167
October 1998 25,000 0.25 6,250
December 1998 30,000 0.25 7,500
March 1999 98,572 0.35 34,500
May 1999 200,000 0.35 70,000
September 1999 100,000 0.21 21,000
December 1999 85,294 0.18 15,353
December 1999 100,000 0.21 21,000
February 2000 100,000 2.16 216,000
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 28, 2000 JACOBSON RESONANCE ENTERPRISES, INC.
(Registrant)
By: /s/ Jerry I. Jacobson
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Jerry I. Jacobson, Chairman of the
Board and Chief Executive Officer
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