SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A
(Amendment No.1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
or
[ ] 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 0-27179
BioSyntech, Inc.
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(Name of Small Business Issuer in its Charter)
Nevada 88-0329399
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
475 Boulevard Armand-Frappier
Laval, Quebec, Canada H7V 4B3
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(Address of principal (Zip Code)
executive office)
(450) 686-2437
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(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of Class)
Check if 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 / /
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of issuer'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. /X/
State issuer's revenues for its most recent fiscal year: $ 0.
Based upon the last sale price of the issuer's Common Stock on March
23, 2000, the aggregate market value of the 19,162,036 outstanding shares of
Common Stock held by non-affiliates of the issuer was $114,972,216.
As of March 23, 2000, 27,272,036 shares of the issuer's Common Stock,
$.001 par value (the "Common Stock") were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format (check one):
/ / Yes /X/ No
BioSyntech, Inc. (the "Company") hereby amends Items 9 through 12 of
its Form 10-KSB for the fiscal year ended December 31, 1999, as filed with the
Securities and Exchange Commission on March 30, 2000, to disclose the
information originally anticipated to be incorporated by reference from the
Company's definitive proxy statement pursuant to Regulation 14A of the General
Rules and Regulations under the Securities Exchange Act of 1934.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
Name Age Title
---- --- -----
Amine Selmani 43 Chairman of the Board,
President and Chief Executive Officer
Denis N. Beaudry 56 Director
Pierre Alary 42 Director
Jean-Yves Bourgeois 33 Director
Pierre Ranger 45 Director
Lucie Duval 40 Secretary and Treasurer
Amine Selmani - Dr. Selmani has served as Chairman of the Board,
President and Chief Executive Officer of the Company since February 2000 and
Chairman of the Board, President and Chief Executive Officer of Bio Syntech
Canada and its predecessor corporation since its inception in November 1997.
Prior to founding the predecessor corporation of Bio Syntech Canada in May 1995,
Dr. Selmani had eight years of teaching experience at the Chemical Engineering
Department and Biomedical Institute of Ecole Polytechnique as an Associate
Professor from 1992 to 1997 and as an Assistant Professor from 1989 to 1992. Dr.
Selmani received his Bachelor of Science and Master of Science Degrees in
Physical Chemistry in 1979 and 1981, respectively, from the University of
Bordeaux, France. He also obtained his Doctoral and Post Doctoral Degrees in
Materials Science from the University of Montreal in 1985 and Dalhousy
University in 1988, respectively.
Denis N. Beaudry - Mr. Beaudry has been a director of the Company since
February 2000. Mr. Beaudry has been President and general manager of Polyvalor,
Montreal, Quebec, Canada, a limited partnership formed by the Ecole
Polytechnique for the purpose of commercializing the intellectual property of
the Ecole Polytechnique. His role consists of enhancing the value of research
results for commercial use by means of start-up of high-tech companies in which
Polyvalor holds a participation or interest. Since 1984, he has occupied the
position of director of the Centre de Developpement Technologique of the Ecole
Polytechnique whose sphere of activities includes technology transfer, licensing
of technology and software, joint creation with private industry of laboratories
and research centers, strategic alliances, research partnerships, industrial
chairs and the emergence of high technology enterprises. Mr. Beaudry was
President of the Quebec Association of University Research Directors in 1992,
and is at present a member of the Board of Directors of the Centre des
Technologies Textiles, the College Rosemont, the Corporation de Financement de
l'Institut de Cardiologie de Montreal, the Centre de Technologies du Gaz
Naturel, the Corporation Commerciale de Materiaux Composites, the Centre de
Developpement Rapide de Produits et de Procedes, and the firms Sinlab Inc.,
Phytobiotech Inc., Polyplan Inc., Odotech Inc. and COESI Inc.
Pierre Alary, CA - Mr. Alary has been a director of the Company since
February 2000. Since August 1998, Mr. Alary has been a Vice President for
Finance and Information Technologies at Bombardier Transportation, manufacturer
and distributor of rail cars. Prior to joining Bombardier Transportation, Mr.
Alary has held various positions from September 1978 to August
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1998, including as Senior Partner, at Ernst & Young LLP, specializing in the
biotechnology industry.
Jean-Yves Bourgeois - Mr. Bourgeois has been a director of the Company
since February 2000. Since 1999, Mr. Bourgeois has been a director and Senior
Vice President in charge of corporate finance for eastern Canada of Canaccord, a
securities broker/dealer. Prior to joining Canaccord, Mr. Bourgeois served as a
Chief Financial Officer for Aeterna Laboratories from 1998 to 1999. From 1997 to
1998, Mr. Bourgeois had also been in charge of small capital market development,
specializing in high technology and biotechnology industries in Quebec, Canada,
for TD Securities, a securities broker/dealer. From 1992 to 1997, Mr. Bourgeois
held various positions, including the head of corporate finance for eastern
Canada, at Gordon Capital, a securities broker/dealer, where he specialized in
high technology and biotechnology industries.
Pierre Ranger - Mr. Ranger has been a director of the Company since
February 2000. Since 1991, Mr. Ranger has been a teaching professor in the
orthopedic residents program at the CMDP Sacred Heart Hospital of Montreal. Mr.
Ranger received his Doctoral of Medicine Degree from the University of Montreal
in 1979 and Diploma of Sports Medicine in 1996.
Lucie Duval - Ms. Duval has been the Secretary and Treasurer of the
Company since February 2000 and Secretary and Treasurer of Bio Syntech Canada
and its predecessor corporation since July 1, 1999. From 1986 to 1996, Mrs Duval
was a financial counselor for the city of Montreal, Canada.
Mr. Beaudry is the nominee of Polyvalor which has the right to appoint
one nominee to the Board of Directors under the Assignment Agreement. There are
no family relationships among directors and executive officers. Directors are
elected for a term of office to expire at the annual meeting of stockholders
after their election.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with
the Securities and Exchange Commission ("SEC"). Such officers and directors and
10% stockholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons, the Company believes
that, during the fiscal year ended December 31, 1999, that there was compliance
with all Section 16(a) filing requirements applicable to its officers, directors
and 10% stockholders.
ITEM 10. EXECUTIVE COMPENSATION
No remuneration was paid during the fiscal year ended December 31, 1999
to executive officers of the Company. The following table sets forth, for the
periods indicated, all compensation awarded to, earned by or paid to the chief
executive officer of Bio Syntech, which was merged with the Company's
wholly-owned subsidiary, Bio Syntech Canada, effective February 29, 2000. No
other
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executive officers of Bio Syntech received annual compensation in excess of US
$100,000 during the periods indicated.
Summary Compensation Table
Long-Term
Compensation:
Annual Compensation Award
------------------- -----
Name and Position Year(1) Salary Bonus(2) # of Options
----------------- ------- ------ -------- ------------
Amine Selmani 1999 CDN$120,000 $0 312,500(3)
President and (US $82,787)
Chief Executive
Officer 1998 CDN$120,000 $0 -
(US $82,787)
1997 $0 $0 -
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(1) Bio Syntech commenced operations in November 1997.
(2) Certain of the executive officers of the Company routinely receive
other benefits from the Company, the amounts of which are customary in the
Company's industry. The Company has concluded, after reasonable inquiry, that
the aggregate amounts of such benefits during each of the periods reflected in
the table above did not exceed the lesser of US$50,000 (CDN $72,475) or 10% of
the compensation set forth above for any named individual in respect of any such
period.
(3) Represents options awarded under the Bio Syntech Canada stock option
plan, as described below.
Stock Options
The Company has created a stock option plan (the "Plan") for its key
employees, its directors and officers and certain consultants. The Plan is
administered by the Board of Directors of the Company (the "Board"). The Board
may from time to time designate individuals to whom options to purchase shares
of common stock of the capital stock of the Company may be granted and the
number of shares to be optioned to each. The total number of common shares to be
optioned to any one individual shall not exceed 5% of the total of the issued
and outstanding shares. The execution price per share of Common Stock of the
options shall be fixed by the Board when such options are granted and may not
involve a discount to the market price of the shares of Common Stock at the time
of grant. The period during which an option is exercisable shall not exceed 10
years from the date the option is granted. The options may not be assigned or
transferred and expire within a fixed period from the termination of employment
or death of the beneficiary. In the event of certain basic changes in the
Company, including a reorganization, merger or consolidation of the Company, or
the purchase of shares pursuant to a tender offer for shares of Common Stock of
the Company, each option may become fully and immediately exercisable, subject
to the discretion of the Board. No options have been granted under the Plan as
of the date hereof.
Prior to the Transactions, Bio Syntech Canada had created a stock
option plan (the "BSCPlan") for its key employees, its directors and officers.
Options
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enabling their beneficiaries to acquire a total of 1,500,000 Class A Shares
exchangeable for shares of the Company's Common Stock have been granted and are
outstanding under the BSCPlan. The BSCPlan has been discontinued as a result of
the Transactions and consequently, no new options will be granted under the
BSCPlan. Options granted under the BSCPlan may not be assigned or transferred
and expire within a fixed period from the termination of employment or death of
the beneficiary. In the event of certain basic changes in the Company, including
a reorganization, merger or consolidation of the Company, or the purchase of
shares pursuant to a tender offer for shares of Common Stock of the Company,
each option may become fully and immediately exercisable, subject to the
discretion of the Board.
The following table sets forth certain information regarding stock
options granted under the BSCPlan to the executives of the Company and its
subsidiaries named in the Summary Compensation Table above. The Company has
never granted any stock appreciation rights.
Option Grants under the BSCPlan
Number of % of Total
Securities Options
Underlying Granted to Exercise of
Option Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/share) Date
----------- ----------- ----------- --------- ----
Amine Selmani 312,500 20.8% $0.75 12/01/01
Aggregated Option Exercises and Option Values
No options had been exercised under the BSCPlan as of December 31, 1999
and these options had no ascertainable value as of that date given that the
Transactions were not effective and that Bio Syntech Canada was a private
company.
Other Compensation Plans
The company has no pension plan or other compensation plans for its
executive officers or directors.
Compensation of Directors
No fees or other remuneration were paid to directors of the Company
during the fiscal year ended December 31, 1999, with the exception of
reimbursement of expenses. The Board will determine the remuneration of the
directors and officers of the Company during the current and subsequent fiscal
years.
Employment Agreements
The Company presently does not have any employment agreement with any
of its executive officers.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information as of February 29, 2000
regarding the beneficial ownership of shares of Common Stock by the Company's
current directors and executive officers and those persons or entities who, to
the Company's knowledge, beneficially own more than 5% of the Common Stock:
Shares of Common Percentage of Common
Name and Address of Stock Beneficially Stock Beneficially
Beneficial Owner Owned (1)(2) Owned (3)
------------------ -------------- ----------
9083-1496 Quebec Inc. (4) 7,640,000 28.0%
475 Boulevard Armand-Frappier
Laval, Quebec, Canada H7V 4B3
Amine Selmani (4) 7,952,500(5) 28.8%
475 Boulevard Armand-Frappier
Laval, Quebec, Canada H7V 4B3
Denis N. Beaudry (6) 0(6) --
3744 Jean-Brillant, Suite 6332
Montreal, Quebec, Canada H3B 1P1
Pierre Alary 0 --
1101 Parent Street
Saint-Bruno, Quebec, Canada J3V 6E6
Jean-Yves Bourgeois 0 --
119 du Bearn Avenue
Saint-Lambert, Quebec, Canada
J4S 1K6
Pierre Ranger (7) 100,000 0.4%
1800, Boulevard Le Corbusier,
bur.113
Laval, Quebec, Canada H7S 2K1
Lucie Duval (8) 30,000 --
1111 Arthur Lismer
Montreal, Quebec, Canada H4N 3J3
All Officers and Directors 8,082,500 29.1%
as a group (6 persons)
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(1) Includes rights to acquire shares of Common Stock through the exchange
of Class A Shares. See "Item 1. Description of Business/History of the
Company" for information in respect of the exchange of Class A Shares
for shares of Common Stock.
(2) A person is deemed to be the beneficial owner of voting securities that
can be acquired by such person within 60 days after February 29, 2000
upon the exercise or conversion of options, warrants or convertible
securities. Each beneficial owner's percentage ownership is determined
by assuming that options, warrants and convertible securities that are
held by such person (but not those held by any other person) and that
are
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exercisable or convertible within 60 days after February 29, 2000 have
been exercised or converted.
(3) Based upon 27,272,036 outstanding shares of Common Stock.
(4) Dr. Selmani does not own directly any Class A Shares or Common Stock.
However, by virtue of his ownership of 9083-1496 Quebec Inc., Dr.
Selmani has shared voting and dispositive power with respect to the
7,640,000 Class A Shares owned by 9083-1496 Quebec Inc. Dr. Selmani
also may be deemed the beneficial owner of 312,500 shares of Common
Stock that would be held by him upon exchange of 312,500 Class A Shares
issuable upon exercise of options granted to him under the BSCPlan.
(5) Does not include an aggregate of 1,085,000 shares of Common Stock
beneficially owned by Monique Jarry, the spouse of Dr. Selmani. Dr.
Selmani disclaims beneficial ownership of such shares.
(6) Denis N. Beaudry is the representative of Polyvalor on the Company's
Board. Does not include 1,072,000 Class A Shares beneficially owned by
Polyvalor which are exchangeable on a one-for-one basis for shares of
Common Stock. See "Item 1. Description of Business/Agreement with
Polyvalor." Mr. Beaudry disclaims beneficial ownership of such shares.
(7) Represents 100,000 shares of Common Stock that would be beneficially
owned by Mr. Ranger upon exchange of 100,000 Class A Shares issuable
upon exercise of an option granted to him under the BSCPlan.
(8) Represents 30,000 shares of Common Stock that would be beneficially
owned by Ms. Duval upon exchange of 30,000 Class A Shares issuable upon
exercise of an option granted to her under the BSCPlan.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth in "Item 1. Description of
Business/History of the Company" and "--Agreement with Polyvalor" is
incorporated herein by reference.
[The remainder of this page was intentionally left blank.]
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
BIOSYNTECH, INC.
April 28, 2000 By: /s/ Amine Selmani
---------------------------
Amine Selmani,
President
POWER OF ATTORNEY
BioSyntech, Inc. and each of the undersigned do hereby appoint Dr.
Amine Selmani, its or his true and lawful attorney to execute on behalf of
BioSyntech, Inc. and the undersigned any and all amendments to the Annual Report
on Form 10- KSB and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Amine Selmani President; April 28, 2000
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Amine Selmani Chief Executive Officer;
Chief Financial Officer;
Chief Accounting Officer
/s/ Denis N. Beaudry Director April 30, 2000
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Denis N. Beaudry
/s/ Pierre Alary Director April 28, 2000
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Pierre Alary
Director April , 2000
- ----------------------------
Jean-Yves Bourgeois
Director April , 2000
Pierre Ranger
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