<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended November 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
Commission File Number: 0-12665
- ---------------------------------
MICRO BIO-MEDICS, INC.
--------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEW YORK 13-2692560
- ----------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization (Identification No.)
846 Pelham Parkway
Pelham Manor, New York 10803
- ---------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (914) 738-8400
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.03 par value
- --------------------------------------------------------------------------------
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section229.405 of this chapter) is not contained
herein, and will not 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-K or any amendment to this Form 10-K [ ].
As of February 14, 1996 at 4:00 P.M., the aggregate market value of the
voting stock held by non-affiliates, approximately 3,652,000 shares of Common
Stock, $.03 par value, was approximately $44,742,000 based on the last sale
price of 12.25 for one share of Common Stock on such date. The number of shares
issued and outstanding of the Registrant's Common Stock, as of
February 14, 1996 was 4,171,383 after giving effect to the issuance of
approximately 280,696 shares in connection with a recent acquisition.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table provides a summary compensation table with respect to the
compensation of MBM's Chief Executive Officer (CEO) and the executive officers
other than the CEO who are serving as executive officers at the end of fiscal
1995 whose total annual salary and bonus, if any, exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
- ------------------------------------------------------------------------ ------------------------------ --------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name Annual Restricted Other
and Compen- Stock LTIP Compen-
Principal sation Award (s) Number of Payouts sation
Position Year Salary ($) Bonus ($) ($) ($) Options ($) ($)
(1) (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bruce J. Haber, 1995 222,577 144,131 -0- -0- 70,000 -0- 40,431
CEO, 1994 209,385 199,097 -0- -0- 70,000 -0- 40,848
1993 191,846 154,594 -0- -0- 35,000 -0- 25,799
- ------------------------------------------------------------------------------------------------------------------------------------
Louis Buther 1995 115,885 50,874 -0- -0- 17,500 -0- 1,150
Vice President 1994 114,058 89,365 -0- -0- 17,500 -0- 1,766
1993 107,363 62,603 -0- -0- 15,000 -0- 1,581
- ------------------------------------------------------------------------------------------------------------------------------------
Ernest Nelson 1995 85,654 40,890 -0- -0- 15,000 -0- 1,217
Vice President 1994 85,346 46,445 -0- -0- 10,000 -0- 1,228
1993 82,056 39,000 -0- -0- 15,000 -0- 1,340
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The restricted stock awards are based upon the dollar value of restricted
stock, calculated by multiplying the closing market price of the
Registrant's unrestricted stock on the date of grant by the number of
shares awarded on that date.
(2) Includes contributions to MBM's 401(K) Plan and in the case of Bruce
Haber, all other compensation includes insurance premiums paid for a whole
life policy which Mr. Haber is allowed to designate the beneficiary and
directors fees.
During the past three fiscal years, MBM has not granted stock appreciation
rights. In addition, MBM does not have a defined benefit or actuarial plan.
See Section 401(k) or deferred retirement plan regarding the cash or deferred
retirement plan pursuant to Section 401(k) of the Code. Directors currently
receive $16,000 annual compensation for their services as directors, $4,000 for
services on each Audit and Compensation Committee and are eligible to receive
stock options.
2
<PAGE>
OPTION GRANTS TABLE
The information provided in the table below provides information with
respect to individual grants of stock options during fiscal 1995 of each of the
executive officers named in the summary compensation table above. MBM did not
grant any stock appreciation rights during 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Individual Grants Appreciation
for Option Term (2)
- --------------------------------------------------------------------------------- --------------------------
(a) (b) (c) (d) (e) (f) (g)
% of
Total
Options/
Granted to
Options Employees Exercise Expira-
Granted in Fiscal Price tion
Name (#) (3) Year (1) ($/Sh) Date 5% ($) 10% ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bruce Haber 70,000 34.7 9.625 2/28/05 423,850 1,052,730
- --------------------------------------------------------------------------------------------------------------
Louis Buther 17,500 8.7 9.625 2/28/05 105,963 263,183
- --------------------------------------------------------------------------------------------------------------
Ernest Nelson 15,000 7.4 9.625 2/28/05 90,825 225,585
- --------------------------------------------------------------------------------------------------------------
</TABLE>
N/A - Not Applicable.
(1) The percentage of total options granted to employees in fiscal year is
based upon options granted to officers, directors and employees.
(2) The potential realizable value of each grant of options assumes that the
market price of MBM's Common Stock appreciates in value from the date of
grant to the end of the option term at annualized rates of 5% and 10%,
respectively, and after subtracting the exercise price from the potential
realizable value.
(3) All options are exercisable at any time until the expiration date.
3
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
The information provided in the table below provides information with
respect to each exercise of stock option during fiscal 1995 by each of the
executive officers named in the summary compensation table and the fiscal year
end value of unexercised options.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Numver of cised
Unexercised In-the-Money
Options at Options
Shares Value FY-End (#) at Fy-End ($)
Acquired Realized Exercisable/ Exercisable/
Name on ($) (1) Unexercisable Unexercisable(1)
Exercise
(#)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bruce Haber -0- -0- 733,333/1,667 5,726,580/17,920
- --------------------------------------------------------------------------------
Louis Buther -0- -0- 150,333/-0- 1,111,323/-0-
- --------------------------------------------------------------------------------
Ernest Nelson -0- -0- 103,666/-0- 754,115/-0-
- --------------------------------------------------------------------------------
</TABLE>
- -------------------
(1) The aggregate dollar values in column (c) and (e) are calculated by
determining the difference between the fair market value of the Common
Stock underlying the options and the exercise price of the options at
exercise or fiscal year end, respectively. In calculating the dollar
value realized upon exercise, the value of any payment of the exercise
price is not included.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed of three board members, namely, Bruce J. Haber, the Company's the Chief
Executive Officer ("CEO"), Renee Steinberg, the Company's Secretary, and K.
Deane Reade, Jr. This Committee is responsible for reviewing, determining and
recommending to the Board the annual salary, bonuses, stock option grants, stock
awards and other compensation of the executive officers of the Company.
The report describes the policies and rationales of the Committee in
establishing the principal components of executive compensation in 1995. The
Committee's review and determination of executive compensation includes
consideration of the following factors: (a) compensation surveys of similar
size companies, (b) past and future performance contributions of each executive
officer, (c) the performance of the Company, both separately and relative to
similar size companies, (d) historical compensation levels and (e)
recommendations of independent board members with respect to compensation
competitiveness.
4
<PAGE>
Under the direction of the Committee, the Company has developed a
compensation strategy designed to compensate its executives on a competitive
basis relative to performance and comparable to other companies of similar size.
The program is intended to (a) reward executives for long-term strategic
management and the enhancement of shareholder value, (b) facilitate the
Company's short- and long-term planning process and (c) attract and retain key
executives critical to the long-term success of the Company.
Compensation for each of the Named Executives consists of a fixed base
salary and variable components, including both short- and long-term incentive
compensation in the form of bonuses, stock option grants and stock awards. An
annual salary and performance incentive plan for each of the Company's executive
officers, other than the CEO, based on the above-described considerations and
the Company's compensation strategy, has been developed and prepared under the
direction of the CEO and approved by the Committee. Subject to the CEO's
contractual rights in his employment contract, the Committee reviews and fixes
the CEO's compensation based on similar data as well as an assessment of his
past and future contributions in leading the Company toward its objectives.
Based on the Company's profitable operations over the past nine years, the
Committee believes that the Company's executive management is dedicated to its
corporate objectives of achieving significant improvements in long-term
financial and operating performance. The executive compensation program
outlined below is designed to implement this strategy by rewarding management
for achieving these objectives.
BASE SALARY. The Company's base salary is designed to recognize the
sustained and cumulative effect on long-term results that its executives have
demonstrated. The base salary is a remuneration for services provided and is
fixed at levels which are competitive with amounts paid to executives at
comparable companies.
SHORT-TERM INCENTIVES. Short-term incentives in the form of annual
bonuses are paid to each of the Executives named in the summary compensation
table to recognize performance that is related to the achievement of key
financial and operating objectives that have been established for a fiscal year.
Since short-term incentives should generally reflect one year contributions, the
size of the payments may vary considerably from year to year, depending on
performance. At the beginning of each year, performance goals for the purposes
of determining annual incentive compensation are established in each of the
Company's divisions as well as in certain staff departments. These goals are
objective, measurable and controllable by the responsible executive.
LONG-TERM INCENTIVES. The Committee recognizes that long-term incentive
compensation is a substantial component of the total pay package linking
executive pay and corporate performance. At the Company, long-term incentive
compensation in the form of equity
5
<PAGE>
based compensation is intended to link the interests of its executives with the
interests of the Company's shareholders. The payment of stock option grants and
stock grant awards are designed to be issued to executives when the Company has
provided the shareholders with an acceptable return on their investment over a
prolonged period of time.
CHIEF EXECUTIVE OFFICER'S 1995 COMPENSATION. As more specifically set
forth in the Summary of Compensation table, Mr. Haber earned during fiscal 1995,
an annual salary of $222,577 (computed at the rate of $225,000 per annum) and an
annual bonus of $144,131 equal to 7% of the Company's income before deducting
taxes and the amount of his bonus in accordance with his employment contract.
In addition, Mr. Haber received options to purchase 70,000 shares of the
Company's Common Stock at the then current fair market value at the time of
grant.
In determining Mr. Haber's 1995 compensation, the Committee considered the
factors applied to the compensation of all executive officers as discussed
above. The Committee decided that, based on these criteria, the Company's
performance was successful. The Committee decided that Mr. Haber's total 1995
compensation package reflects the Company's overall performance based on the
creation of shareholder value, cash flow, and net income and that his annual
bonus which was based upon the terms of his employment contract, compares to
that paid to CEO's of similar sized companies.
The foregoing report has been approved by all members of the Committee.
Renee Steinberg, Chairperson
K. Deane Reade, Jr.
Bruce J. Haber
COMPARATIVE PERFORMANCE BY THE COMPANY
The Securities and Exchange Commission requires the Company to present a
chart comparing the cumulative total shareholder return on its Common Stock with
the cumulative shareholder return of (1) a broad equity market index, and (2) a
published industry index or peer group for the past five years. Such chart
compares the performance of the Company's Common Stock with (1) the NASDAQ Stock
Market Index and (2) a group of public companies each of whom are listed in the
peer group machinery, equipment and supplies and assumes an investment of $100
on December 1, 1990 in each of the Company's Common Stock, the stock comprising
the NASDAQ Stock Market index and the stocks of the machinery, equipment and
supplies.
6
<PAGE>
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
MICRO BIO MEDICS, INC
PREPARED BY THE CENTER FOR RESEARCH IN SECURITY PRICES
PRODUCED ON 01/26/96 INCLUDING DATA TO 11/30/95
[GRAPH]
7
<PAGE>
EMPLOYMENT AND CONSULTING AGREEMENTS
MBM has a five year Employment Agreement with Bruce J. Haber subject to an
automatic one year extension on April 1st of each year commencing April 1,
1996, unless either party elects not to extend the contract after giving the
other party at least 180 days prior written notice. Pursuant to this agreement,
Mr. Haber has agreed to devote his full time and efforts to the business of MBM
and to serve as MBM's President and Chief Executive Officer. Mr. Haber is
currently receiving a base salary of $240,750 per annum which compensation is
increased annually by at least $5,000 per annum until the termination of the
agreement, subject to additional increases at the discretion of the Board of
Directors. Mr. Haber is also entitled to be paid each year an annual bonus for
the most recently completed fiscal year equal to no less than 7% of MBM's income
before income taxes and Mr. Haber's bonus. Mr. Haber received a whole-life
policy covering his life, presently in the sum of $2,000,000 and the use of a
Company motor vehicle. In the event Mr. Haber's employment agreement is
terminated for any reason other than his willful misconduct, then Mr. Haber
shall be entitled, as liquidated damages, to an amount of money equal to the
greater of $2,000,000 or the sum of five years compensation. In the event there
is a dispute as to the amount of liquidated damages payable to Mr. Haber, then
on the termination date MBM shall be required to pay into an interest bearing
escrow account, the sum of $4,000,000 less the amount of liquidated damages paid
to Mr. Haber which is not in dispute. Mr. Haber will continue to receive his
full compensation during the continuation of any dispute.
If there is a substantial change in the management of MBM, wherein any
Board of Directors that may be elected becomes opposed to, or acts contrary to,
the policy of the Board of Directors now in control of MBM and, as a result
thereof, Mr. Haber, in his sole discretion, finds it difficult for him to work
harmoniously and effectively with any such Board of Directors of MBM, or the
Board of Directors of MBM shall determine that Mr. Haber shall not be the
President and Chief Executive Officer of MBM, or Mr. Haber shall not be elected
as a member of the Board of Directors of MBM, then, in any of such events, Mr.
Haber shall have the absolute right and option to resign upon giving MBM 60 days
written notice of his intention to do so. Upon such resignation, Mr. Haber
shall be entitled to the liquidated damages and expenses as set forth above in
consideration of Mr. Haber's agreement not to compete with MBM for a period of
one year following his resignation. Pursuant to Mr. Haber's employment
agreement, MBM is obligated to provide to Mr. Haber indemnification for any
claim or lawsuit which may be asserted against him when acting in his capacity
as an officer and director of MBM provided said indemnification is not in
violation of any federal or state law, rule or regulations.
On January 1, 1988, Mr. Caligor commenced serving MBM as a part-time
consultant at an annual cash compensation of $100,000. Mr. Caligor's consulting
contract which originally provided for a termination date of December 31, 1990
was extended by MBM's Board
8
<PAGE>
of Directors and currently terminates on December 31, 1996.
STOCK OPTION PLANS
An Incentive Stock Option Plan (the "1982 Incentive Plan") was adopted by
the Board of Directors and stockholders on February 24, 1982 and terminated on
February 24, 1992 as to the granting of new options. The 1982 Plan provided
that an aggregate of 166,666 shares of MBM's Common Stock were issuable, subject
to adjustment in the event of changes in the capital structure of MBM.
Employees of MBM were eligible for selection as participants. During fiscal
1995, 1994 and 1993, 11,300 shares, 12,666 shares and 15,333 shares,
respectively, of MBM's Common Stock were issued at exercise prices ranging from
$2.25 per share to $4.00 per share. As of February 29, 1996, MBM has 90,367
options outstanding under the 1982 Plan at exercise prices ranging from $2.25
per share to $4.00 per share.
On April 14, 1989, the Board of Directors adopted and the shareholders
later approved a 1989 Non-qualified Stock Option Plan, (the "1989 Plan"), in
order to attract and retain qualified employees, officers and directors. Under
the 1989 Plan, options to purchase a maximum of 416,666 shares of Common Stock
may be granted to employees, officers and directors of MBM. If any options
granted under the 1989 Plan expire or terminate for any reason without having
been exercised in full, the unpurchased shares shall become available for
further options pursuant to the 1989 Plan. The 1989 Plan also provides that no
options may be granted after April 13, 1999. The 1989 Plan is administered by
the Board of Directors of MBM or by a Stock Option Committee appointed by the
Board which consists of not less than three directors. The maximum term of any
option under the Plan is ten years. The Board of Directors or Committee
appointed by the Board determines which employee, officer or director shall have
options under the 1989 Plan, the number of shares of Common Stock that may be
purchased under each option, the option price and all other provisions of the
respective option agreements (which need not be identical), including but not
limited to provisions concerning the time or times when, and the extent to
which, the options may be exercised and any limitations upon the transferability
of such shares. Each option granted under the 1989 Plan is non-transferable,
may be exercised only if the participant has been continuously a director,
consultant or employee of MBM. However, in the case of death, the lawful heirs
and/or beneficiaries of a deceased optionee may exercise such options for a
period of six months after the optionee's death. As of November 30, 1995, MBM
had outstanding options under the 1989 Plan to purchase an aggregate of 400,567
shares of MBM's Common Stock at exercise prices from $2.25 per share to $4.00
per share to various officers and members of the Board of Directors. As of
November 30, 1995, substantially all of these options are exercisable. During
fiscal 1995, 1994 and 1993, 4,333 shares, 4,000 shares and 4,333 shares,
respectively, of MBM's Common Stock were issued at exercise prices ranging from
$2.25 to $4.00 per share.
9
<PAGE>
On January 28, 1992, the Board of Directors of MBM adopted a Stock Option
Plan (the "1992 Plan") which was approved by stockholders on September 17, 1992.
The 1992 Plan, as amended, covers 1,350,000 shares of Common Stock.which the
Board of Directors have increased to 1,850,000 shares, subject to stockholder
approval at the upcoming annual meeting of stockholders. The 1992 Plan
authorizes the issuance of the options covered thereby as either "Incentive
Stock Options" within the meaning of the Internal Revenue Code of 1986, as
amended, or as "Non-Statutory Stock Options." Persons eligible to receive
options under the 1992 Plan includes employees, directors, officers, consultants
or advisors, provided that bona fide services shall be rendered by consultants
or advisors and such services must not be in connection with the offer or sale
of securities in a capital raising transaction; however, only employees are
eligible to receive an Incentive Option. The 1992 Plan also provides that no
options may be granted after January 27, 2002.
The 1992 Plan is administered by MBM's Board of Directors or a stock
option committee consisting of three members of the Board which has the
authority to determine the persons to whom options shall be granted, whether any
particular option shall be an Incentive Option or a Non-Statutory Option, the
number of shares to be covered by each option, the time or times at which
options will be granted or may be exercised and the other terms and provisions
of the Options. An Optionee of a Stock Option who terminates his employment
with MBM, other than by reason of his death or disability, may not exercise his
Option. The lawful heirs or beneficiaries of a deceased Optionee may exercise
Stock Options for a maximum period of six months after the Optionee's death, so
long as the Option has otherwise not expired. All Stock Options are non-
transferable except by will or the laws of descent and distribution.
The 1992 Plan also provides that: (i) the exercise price of options
granted thereunder is not less than 100% (or in the case of an Incentive Option,
110% if the optionee owns 10% or more of the outstanding voting securities of
MBM) of the fair market value of such shares on the date of grant, as determined
by the Board or Stock Option Committee, and (ii) no option by its terms may be
exercised more than ten years (five years in the case of an Incentive Option,
where the optionee owns 10% or more of the outstanding voting securities of MBM)
after the date of grant. Any options which are canceled or not exercised within
the option period become available for future grants.
The 1992 Plan will (a) upon the occurrence of an Acquisition Event (as
defined in the 1992 Plan), at the election of an optionee, permit each optionee
to exercise all or any portion of such optionee's exercisable Options by
borrowing from MBM, and MBM shall be obligated to loan such optionee an amount
equal to the aggregate exercise price of such Options intended to be exercised
by such optionee. Such optionee shall use the proceeds of such loan to exercise
such Options. Such optionee shall issue to MBM a promissory note made by such
optionee in a principal amount equal
10
<PAGE>
to the amount of such loan. The optionee will pledge to MBM to secure the
repayment of such loan all shares of Common Stock issued to the optionee upon
exercise of Options pursuant to this paragraph. At the time of such loan, such
loan shall have a rate of interest and such loan and pledge shall have such
additional terms and conditions all as determined by the Board of a Committee
thereof; (b) upon the occurrence of a Change of Control, as defined in the 1992
Plan, which Change of Control is not approved by a vote of at least eighty
percent (80%) of the directors that constitute the Board immediately prior to
the occurrence of such Change of Control, terminate all Options as of the time
immediately prior to the occurrence of such Change of Control and the respective
optionees shall surrender all of their unexercised Options for cancellation by
MBM and, upon such surrender, the optionee shall receive (1) the cash,
securities or other consideration he would have received had he been entitled to
exercise, and had he exercised, such Option or Options immediately prior to such
Change of Control and had he disposed of his shares issuable upon such exercise
in connection with such Change of Control (subject to required deductions and
withholdings), minus (2) an amount of cash or fair market value of securities or
other such consideration equal to the exercise price of such Option or Options
surrendered. (i) The foregoing shall not apply to all incentive stock options
granted prior to the June 23, 1995, the date of stockholder approval of such
provisions, (ii) any non-statutory stock option granted prior to June 23, 1995
where a written consent is required to be obtained from the optionee whose
rights have been adversely affected and such consent is not obtained from the
optionee, or (iii) any Option whatsoever where an event of default would be
created under MBM's then-existing institutional loan(s) and such event of
default is not waived prior to such occurrence or cured pursuant to the terms of
said loan agreements. As of February 29, 1996, MBM has under the 1992 Plan
Incentive and Non-Statutory Stock Options outstanding to purchase 1,133,700
shares of MBM's Common Stock at exercise prices ranging from $4.00 per share to
$12.25 per share. During fiscal 1995, 22,800 shares of MBM's Common Stock were
issued at exercise prices ranging from $4.00 to $6.75 per share.
SECTION 401(k) OR DEFERRED RETIREMENT PLAN
Effective December 1, 1985, MBM initiated a cash or deferred retirement
plan pursuant to Section 401(k) of the Code (the "Plan"). All employees are
eligible to enroll and to receive benefits under the Plan, beginning February 1,
1986, the commencement date of the plan. Employees can elect to contribute up
to 20% of their compensation to the Plan and MBM will make matching
contributions in an amount equal to 20% of the amount of the Participant's
contribution that is not in excess of 5% of compensation. A Participant shall
at all times have a one hundred (100%) percent vested interest in his
contribution Account. Any distributions to be made under the Plan to a
Participant will begin not later than the 60th day after the latest of the close
of the Plan year in which (a) the Participant attains his normal retirement age
(i.e. 59-1/2), or (b) the date the Participant
11
<PAGE>
terminates his employment with MBM, or (c) such later date pursuant to his
written election. Prior to retirement, Plan savings may be payable upon an
employee's death (payable to his or her designated beneficiary), disability (as
defined in the Plan) or termination by MBM. Plan savings are payable, at the
Plan Administrator's option, in either one lump sum or in installments. The
Participant may be consulted prior to making such determination. For the fiscal
years ended November 30, 1995, 1994 and 1993, MBM's matching contributions
amounted to $62,200, $29,985 and $24,687, respectively.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by all persons known by the
Company to be beneficial owners of more than 5% of its Common Stock and all
executive officers and directors, both individually and as a group. For
purposes of calculating the amount of beneficial ownership and the respective
percentages, the number of shares of Common Stock which may be acquired by a
person within sixty days of March 1, 1996 are considered outstanding, but shall
not be deemed to be outstanding for the purpose of computing the percentage of
Common Stock owned by any other person.
<TABLE>
<CAPTION>
Amount
and Nature Approximate
Name and Address of of Beneficial Percent
Beneficial Owner (1) Ownership (1) of Class (2)
- -------------------- ------------- ------------
<S> <C> <C>
Renee Steinberg (3)(12)
20080 Boca West Drive
Apt. 458
Boca Raton, FL 33434 140,668 3.4
Bruce J. Haber (4) 923,834 18.6
Louis Buther (5) 181,667 4.2
Marvin S. Caligor (11) 106,083 2.5
Ernest W. Nelson (6) 121,834 2.8
Gary Butler (7) 19,500 *
K. Deane Reade, Jr.(8)(10)
One Madison Ave. Suite 25A
Box 20
New York, NY 10010 194,519 4.5
Michael Levy (12) 6,000 *
Stuart F. Fleischer (13) 20,000 *
12
<PAGE>
All executive officers
and directors as a group
(nine persons) (9) 1,759,105 31.8
</TABLE>
- -------------------
* Represents less than one percent of the outstanding Common Stock.
(1) Unless otherwise indicated, all shares are directly owned and investing
power is held by the persons named. All addresses, except as otherwise
noted, are c/o of Micro Bio-Medics, Inc., 846 Pelham Parkway, Pelham
Manor, NY 10803.
(2) Based upon 4,172,755 shares of Common Stock outstanding on March 1, 1996
after giving effect to the January 18, 1996 acquisition of Stone Medical
Supply Corporation through the issuance of 280,696 shares. The foregoing
does not include the possible issuance of shares in connection with the
exercise or conversion of outstanding warrants, options or debentures.
(3) May be deemed to be a "founder" or "parent" of MBM for purposes of the
Securities Act of 1933, as amended. Includes options to purchase 27,334
shares granted to Renee Steinberg.
(4) Includes options to purchase 805,000 shares granted to Mr. Haber. A non-
executive officer of MBM has agreed for a period of ten years from January
18, 1996, unless such shares are transferred to an unrelated third party,
to vote such shares in accordance with the directions of Bruce J. Haber,
or if Mr. Haber dies, becomes disabled or is unable to give such
directions, then in accordance with the directions of the board of
directors of MBM. The amount of shares included in Mr.Haber's beneficial
ownership does not include such non-executive officer's shares. If such
non-executive officer's shares are deemed beneficially owned by Mr. Haber,
then Mr. Haber may be deemed to beneficially own 1,085,286 shares (21.2%).
(5) Includes options to purchase 165,333 shares granted to Mr. Buther.
(6) Includes options to purchase 113,666 shares granted to Mr. Nelson.
(7) Includes options to purchase 13,166 shares granted to Mr. Butler.
(8) Includes shares owned under certain retirement trusts and profit sharing
plans.
(9) Includes options to purchase 1,356,499 shares granted to officers and
directors, 25,000 shares issuable upon exercise of Debentures and 20,021
shares issuable upon exercise of 19,122 Series 1 Warrants. The amount of
shares owned by all executive officers and directors as a group does not
include 161,452 shares of Common Stock which may be deemed beneficially
owned by Bruce Haber as discussed in footnote 4. In the event that such
161,452 shares were deemed beneficially owned by Mr. Haber, then the
amount of shares beneficially owned by all executive officers and
directors as a group would be 1,925,000 representing 34.0% of MBM's
outstanding shares.
(10) Includes options to purchase 128,333 shares. Also includes 7,853 shares
issuable upon exercise of 7,500 Series 1 Warrants and 25,000 shares
issuable upon conversion of certain Debentures.
(11) Includes options to purchase 74,667 shares granted to Mr. Caligor and
12,168 shares issuable upon exercise of 11,622 Series 1 Warrants.
(12) Includes options to purchase 6,000 shares granted to Mr. Levy.
(13) Includes options to purchase 20,000 shares granted to Mr. Fleischer.
The Company does not know of any arrangement or pledge of its securities
by persons now considered in control of the Company that might result in a
change of control of the Company.
13
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On March 31, 1993, MBM issued 72,376 shares, later adjusted to 71,229
shares, as part of the consideration to acquire Harrisburg Surgical Supply
Incorporated from an unaffiliated third party. Mr. Haber had the right to vote
these shares until the transfer of these shares to an unrelated third party
which took place on March 31, 1995.
In November 1993, MBM completed the sale in a private placement offering
of $3,000,000 of its 7% Convertible Subordinated Debentures Due October 30,
2003. K. Deane Reade, Jr. purchased $130,000 of the Debentures and may be
deemed to have a beneficial ownership in an additional $70,000 purchased in the
private placement.
On January 18, 1996, MBM issued 280,696 shares in connection with its
acquisition of Stone Medical Supply Corporation, 161,452 shares of which are
owned by Andrew Stone. Mr. Stone has agreed for a period of ten years from
January 18, 1996 to vote his MBM shares in accordance with directions of Bruce
J. Haber or if Mr. Haber dies, becomes disabled or unable to give directions,
then in accordance with directions of the MBM Board of Directors, until such
time as such shares are transferred to an unrelated third party.
SIGNATURES
Pursuant to the requirements Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MICRO BIO-MEDICS, INC.
By: /s/ Bruce J. Haber
-------------------------
Bruce J. Haber, President
Dated: Pelham Manor, N.Y.
March 22, 1996
