UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT
(PURSUANT TO SECTION 14(A) OF SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO.4)
FILED BY REGISTRANT XX
FILED BY A PARTY OTHER THEN REGISTRANT
CHECK THE APPROPRIATE BOX:
|X| PRELIMINARY PROXY STATEMENT (PRER14A)
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2)
|_| DEFINITIVE PROXY STATEMENT
|_| DEFINITIVE ADDITIONAL MATERIALS
|_| SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-11(C) OR SECTION 240.14A-12
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BIOSEARCH MEDICAL PRODUCTS, INC.
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THEN REGISTRANT)
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PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
|X| NO FEE REQUIRED
|_| FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.
1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES: COMMON
STOCK
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2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES: 2,202,878
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3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED PURSUANT
TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH FILING FEE IS
CALCULATED AND STATE HOW IT WAS DETERMINED):
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4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION: $440,576
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5) TOTAL PAID:
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|_| FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIAL:
|_| CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY THE EXCHANGE ACT
RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS
PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR FORM OR SCHEDULE AND THE DATE OF ITS FILING.
1) AMOUNT PREVIOUSLY PAID:
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2) FORM, SCHEDULE OR REGISTRATION NO.:
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3) FILING PARTY:
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4) DATE FILED:
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BIOSEARCH MEDICAL PRODUCTS, INC.
-------------------------------
Notice of Annual Meeting of Stockholders
to be held December 31, 1999
-------------------------------
Somerville, New Jersey
November 22, 1999
TO THE HOLDERS OF COMMON STOCK OF
BIOSEARCH MEDICAL PRODUCTS, INC.:
The Annual Meeting of the Stockholders of BIOSEARCH MEDICAL PRODUCTS, INC. will
be held at the RYLAND INN, U.S.ROUTE 22 WEST, WHITEHOUSE, NJ 08876, Wednesday,
December 31, 1999, at 10:00 AM, for the following purposes, as more fully
described in the accompanying Proxy Statement:
1. TO VOTE ON EXCHANGING (A FORM OF SALE) ALL THE COMMON SHARES OF THE
COMPANY WITH HYDROMER, INC. AN AFFILIATED ENTITY, FOR $0.20 PER
SHARE. UPON THE AFFIRMATION VOTE OF A MAJORITY OF VOTES CAST AT THE
MEETING, ALL ISSUED AND OUTSTANDING SHARES OF THE COMPANY WILL BE
EXCHANGED FOR $0.20 PER SHARE.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
2. To elect directors of the Company for the ensuing year. (In case
Proposal I is not approved by a majority vote of the stockholders.)
3. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The close of business on November 15, 1999 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting.
By Order of the Board of Directors,
Robert J. Moravsik, Secretary
You are cordially invited to attend the Meeting in person. If you do not expect
to be present, please mark, sign, and date the enclosed form of Proxy and mail
it in the enclosed return envelope, which requires no postage if mailed in the
United States, so that your vote can be recorded.
<PAGE>
RYLAND INN
BOX 284 * ROUTE 22 WEST
WHITEHOUSE, NJ 08888
(908) 534-4011
[GRAPHICAL REPRESENTATION OF MAP]
<PAGE>
TABLE OF CONTENTS
PROXY STATEMENT.............................................................. 1
IMPORTANT NOTES:............................................................. 1
VOTING.................................................................. 1
FORWARD-LOOKING STATEMENTS.............................................. 1
SUMMARY OF PROPOSALS TO BE VOTED ON.......................................... 2
IDENTITY AND BACKGROUND OF PARTIES........................................... 2
I. SHARE EXCHANGE FOR $0.20 ................................................. 3
INFORMATION ABOUT TRANSACTION........................................... 3
RIGHT OF DISSENT/APPRAISAL.............................................. 3
SHAREHOLDERS PROTECTION ACT............................................. 4
SPECIAL FACTORS......................................................... 4
I. BACKGROUND OF THIS TRANSACTION.............................. 4
II. FAIRNESS OF THIS TRANSACTION............................... 9
III. THE FOLLOWING REPORTS HAVE BEEN RECEIVED.................. 21
BUSINESS OF HYDROMER, INC............................................... 26
DIRECTORS AND OFFICERS OF HYDROMER, INC................................. 27
EXECUTIVE OFFICERS OF HYDROMER.......................................... 27
SUMMARY OF MATERIAL FEATURES OF THIS EXCHANGE........................... 27
ACCOUNTING TREATMENT.................................................... 28
FEDERAL INCOME TAX CONSEQUENCES......................................... 28
DIVIDENDS............................................................... 29
BOOK VALUE OF COMPANY................................................... 29
PRICE OF SECURITIES BEFORE AND AFTER PUBLIC ANNOUNCEMENT ON
MAY 13, 1999.......................................................... 29
SHARE PRICE OF COMPANY.................................................. 29
REGULATORY REQUIREMENTS................................................. 29
BIOSEARCH, INC. WILL "GO PRIVATE"....................................... 29
SOURCE OF FUNDS/FEES.................................................... 30
FAIRNESS OPINION........................................................ 30
MATERIAL CONTRACTS WITH HYDROMER........................................ 30
FURTHER INFORMATION ABOUT THE COMPANY................................... 30
DESCRIPTION OF BUSINESS........................................ 30
PRINCIPAL PRODUCTS/SERVICES.................................... 31
ANORECTAL BIOFEEDBACK SYSTEMS FOR FECAL INCONTINENCE
AND CONSTIPATION..................................... 31
BIPOLAR ELECTRO COAGULATION PROBES..................... 32
INDWELLING BILIARY STENTS.............................. 32
JUJUNOSTOMY CATHETERS.................................. 33
ENTERAL ACCESSORY DEVICES.............................. 33
HYDROPHILIC COATINGS/SERVICES.......................... 34
TOTAL NUMBER OF EMPLOYEES AND FULL TIME EMPLOYEES.............. 34
DESCRIPTION OF PROPERTY........................................ 35
LEGAL PROCEEDING............................................... 35
MARKET PRICE OF AND DIVIDENDS.................................. 35
INDEPENDENT AUDITORS' REPORT................................... 36
FINANCIAL STATEMENTS........................................... 37
BALANCE SHEETS......................................... 37
STATEMENTS OF OPERATIONS............................... 38
STATEMENTS OF SHAREHOLDERS' EQUITY..................... 40
STATEMENTS OF CASH FLOWS............................... 41
NOTES TO FINANCIAL STATEMENTS.......................... 42
CONDENSED BALANCE SHEETS............................... 52
CONDENSED STATEMENTS OF OPERATIONS..................... 53
CONDENSED STATEMENTS OF CASH FLOWS..................... 54
NOTES TO CONDENSED FINANCIAL STATEMENTS................ 55
SELECTED FINANCIAL DATA................................ 56
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.................................... 57
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EXHIBIT A (PLAN OF EXCHANGE)......................................... 59
EXHIBIT B (FAIRNESS OPINION)......................................... 61
II. ELECTION OF DIRECTORS................................................... 62
NOMINEES FOR ELECTION................................................ 62
BOARD MEETINGS....................................................... 63
COMMITTEES IN GENERAL................................................ 64
EXECUTIVE OFFICERS................................................... 64
SECTION 16 FILING OBLIGATIONS........................................ 64
SUMMARY COMPENSATION TABLE........................................... 65
OPTION GRANTED....................................................... 65
OPTION GRANTS IN LAST FISCAL YEAR.................................... 66
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR...................... 66
LONG-TERM STOCK INCENTIVE PLAN AWARDS................................ 66
PROFIT SHARING RETIREMENT PLAN....................................... 66
CERTAIN AGREEMENTS/TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS 66
INFORMATION CONCERNING CERTAIN STOCKHOLDERS.......................... 67
OTHER INFORMATION CONCERNING DIRECTORS, OFFICERS AND STOCKHOLDERS.... 68
III. RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS............................... 71
IV. OTHER MATTERS........................................................... 71
V. MISCELLANEOUS........................................................... 71
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PROXY STATEMENT
This Proxy Statement, which will be mailed commencing on or about December 31,
1999 to the persons entitled to receive the accompanying Notice of Annual
Meeting of Stockholders, is provided in connection with the solicitation of
Proxies on behalf of the Board of Directors of Biosearch Medical Products, Inc.
("Biosearch" or the "Company"), for use at the Annual Meeting of Stockholders to
be held on December 31, 1999, and at any adjournment or adjournments thereof,
for the purposes set forth in such Notice. The Company's executive office is
located at 35A Industrial Parkway, Somerville, New Jersey 08876.
At the close of business on November 15, 1999, the record date stated in the
accompanying Notice, the Company had outstanding 2,202,878 shares of common
stock (a quorum will be 1,101,440 shares), without par value (the "Common
Stock"), each of which is entitled to one vote with respect to each matter to be
voted on at the Meeting. The Company has no class or series of stock outstanding
other than the Common Stock.
ON NOVEMBER 15, 1999, MANFRED F. DYCK, C.E.O. AND A DIRECTOR OF THE COMPANY,
BENEFICIALLY OWNED APPROXIMATELY 21.8% OF THE OUTSTANDING COMMON STOCK OF THE
COMPANY AND HIS SON, MARTIN C. DYCK, PRESIDENT OF THE COMPANY, BENEFICIALLY
OWNED AN ADDITIONAL 1.8% OF THE COMMON STOCK. SUCH OWNERSHIP MAY ENABLE SUCH
STOCKHOLDERS TO EXERCISE A CONTROLLING INFLUENCE OVER THE COMPANY'S AFFAIRS.
ALSO ON NOVEMBER 15, 1999 MANFRED F. DYCK OWNED APPROXIMATELY 47% OF THE
OUTSTANDING STOCK OF HYDROMER, INC. MR. DYCK IS C.E.O., PRESIDENT AND A DIRECTOR
OF HYDROMER. THIS COMMON OWNERSHIP CAUSES HYDROMER, INC. TO BE AN AFFILIATED
ENTITY PURSUANT TO THE RULES PROMULGATED BY THE UNITED STATES SECURITY AND
EXCHANGE COMMISSION.
IMPORTANT NOTES:
VOTING:
THE VOTE REQUIRED TO ELECT DIRECTORS OR ACT ON OTHER PROPOSALS ARE A MAJORITY OF
THE VOTES CASE, FOR/AGAINST, AT A MEETING CONTAINING A QUORUM. A QUORUM IS
ATTAINED IF 50% PLUS ONE SHARES (1,101,440) OF THE TOTAL OUTSTANDING SHARES ARE
REPRESENTED AT THE ANNUAL MEETING IN PERSON OR BY PROXY. CHECKING AN EXCEPTION
BOX (AN ABSTENTION) COUNTS TOWARDS THE QUORUM REQUIREMENT BUT NOT TOWARDS THE
VOTE TO PASS ANY PROPOSALS OR VOTE FOR ANY DIRECTOR(S). IT AMOUNTS TO A NO VOTE.
NOT VOTING BY NOT CHECKING ANY BOX GIVES THE PROXY HOLDERS THE DISCRETION TO
VOTE YOUR SHARES FOR ALL DIRECTORS AND FOR THE PROPOSALS. PLEASE BE SURE YOU
VOTE AND DON'T JUST SIGN THE PROXY CARD AND LEAVE IT BLANK. IN THE EVENT A
STOCKHOLDER, HOLDS THEIR SHARES IN STREET NAME THEN BROKER IS REQUIRED TO OBTAIN
INSTRUCTIONS FROM EACH STOCKHOLDER ON HOW TO VOTE THESE SHARES. THE COMPANY
AND/OR ITS CONTRACTOR SOLICITS INFORMATION FROM ALL KNOWN BROKERS HOLDING STOCK
FOR THE BENEFIT OF OTHERS. ["STREET NAME" STOCK]. IF THE BROKER DOES NOT VOTE
THE SHARES HELD IN STREET NAME THE EFFECT IS THAT THE SHARES ARE NOT COUNTED
TOWARDS THE QUORUM OR THE VOTE TO PASS ANY PROPOSAL.
FORWARD-LOOKING STATEMENTS:
CERTAIN INFORMATION CONTAINED IN THIS PROXY STATEMENT AS TO FUTURE FINANCIAL OR
OPERATING PERFORMANCE OF BIOSEARCH OR ANY OTHER ENTITY MAY CONSTITUTE A "FORWARD
LOOKING STATEMENT". FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONTAINING
PLANS, OBJECTIVES, GOALS, STRATEGIES, FUTURE EVENTS OR PERFORMANCE, AND
UNDERLYING ASSUMPTIONS AND OTHER STATEMENTS WHICH ARE OTHER THEN STATEMENTS OF
HISTORICAL FACTS. FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY, AMONG OTHER
THINGS, THE USE OF FORWARD LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS",
"MAY", "WILL", "SHOULD", "SEEKS", "PRO FORMA", "ANTICIPATES", "INTENDS",
"THINKS" OR THE NEGATIVE OF ANY OF THESE TERMS OR SIMILAR TERMS HAVING THE SAME
VARIATION OR ARE COMPARABLE TO THESE TERMS, OR BY DISCUSSION OF STRATEGY OR
INTENTIONS. FORWARD LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES. A NUMBER OF FACTORS COULD CAUSE ACTUAL RESULTS, PERFORMANCE,
PREDICTIONS OR ACHIEVEMENTS OF BIOSEARCH, THE INDUSTRY OR ANY OTHER ENTITY TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS,
EXPRESSED OR IMPLIED, BY SUCH FORWARD LOOKING STATEMENTS. THESE FACTORS INCLUDE
BUT ARE NOT LIMITED TO, THE REGULATORY CLIMATE SUCH A REDUCTION IN MEDICARE AND
MEDICAID, CHANGES IN THE LAWS AFFECTING THE INSURANCE INDUSTRY, HMO'S, PPO'S AND
HEALTH CARE GROUPS, CHANGES IN THE MEDICAL DEVICE AND INDUSTRIAL PRODUCTS FOR
WHICH BIOSEARCH MANUFACTURES PRODUCTS OR PERFORMS SERVICES, CHANGES IN THE
EUROPEAN MARKET PLACE OR REGULATIONS AFFECTING BIOSEARCH'S ISO 9001 REGISTRATION
AND THE CE MARKS ON CERTAIN OF ITS PRODUCTS AND NATIONAL ECONOMIC CONDITIONS,
DEMOGRAPHIC TRENDS, EMPLOYEE AVAILABILITY AND COST INCREASES.
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SUMMARY OF PROPOSALS TO BE VOTED ON:
The Board of Directors of Biosearch has asked and recommends that the
stockholders vote yes on both proposals. The first proposal (See PROPOSAL I)
seeks approval of the shareholders to exchange their stock for $0.20 per share.
Hydromer, Inc. ("the Purchaser") an affiliated company has offered the $0.20
exchange for the purpose of taking Biosearch private. The reasons, the analysis
and the opinions of the various parties are included in this proxy statement
under Proposal I. The second proposal is for the stockholders to approve 5
directors. Their backgrounds, holdings and affiliation are discussed under
PROPOSAL II. The Company has also filed a Form 13E3 with the Securities and
Exchange Commission containing the full text of the reports of experts on the
fairness of the transaction or evaluation of the Company. They will be provided
to any stockholder upon request. In addition all reports and other filings of
Biosearch can be viewed at the Edgar Web Site of the SEC at http://www.sec.gov.
Additional information of Biosearch can be viewed at http://www.biosearch.com.
Hydromer, Inc.'s web site is http://www.hydromer.com.
IDENTITY AND BACKGROUND OF PARTIES:
This proxy statement has been jointly prepared by and filed by:
The Issuer: Biosearch Medical Products, Inc. ("Biosearch" or "Company")
A New Jersey corporation
Manufacturer of medical devices
and custom applicator of lubricous
coatings for medical devices
35A Industrial Parkway
Somerville, NJ 08876
The Purchaser: Hydromer, Inc.("Hydromer")
A New Jersey Corporation
Polymer technology company
35 Industrial Parkway
Somerville, NJ 08876
Affiliates: Manfred F. Dyck
35 Industrial Parkway
Somerville, NJ 08876
Chairman and CEO of Biosearch Medical Products, Inc., the
Issuer, and President of Hydromer, Inc., the Purchaser.
Ursula M. Dyck
35 Industrial Parkway
Somerville, NJ 08876
Director of Hydromer and Wife of Manfred F. Dyck
Martin C. Dyck
35A Industrial Parkway
Somerville, NJ 08876
President of Biosearch Medical Products, Inc., the Issuer,
and, upon completion of the subject transaction, Vice
President of Hydromer, Inc., the Purchaser.
Robert J. Moravsik
35A Industrial Parkway
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Somerville, NJ 08876
Vice President, General Counsel and Secretary of Biosearch
Medical Products, Inc., the Issuer, and, Vice President,
General Counsel of Hydromer, Inc., the Purchaser. (Mr.
Moravsik did not represent Hydromer in this transaction or
participate in the deliberations of the Hydromer acquisition
committee. Hydromer, Inc. was represented by the firm of
Robert D. Frawley.)
For information as to the officers and directors of Hydromer, Proposal I,
Subsection entitled "Directors of Hydromer" and "Officers of Hydromer""; for
officers and directors of Biosearch, see Proposal II.
I. SHARE EXCHANGE FOR $0.20
(PROPOSAL I)
SHOULD THE SHAREHOLDERS OF THE COMPANY EXCHANGE (A FORM OF SALE) THEIR
SHARES FOR A PAYMENT OF $0.20 PER SHARE. UPON THE AFFIRMATION VOTE OF A
MAJORITY OF VOTES CAST AT THE MEETING, ALL ISSUED AND OUTSTANDING SHARES
OF THE COMPANY WILL BE EXCHANGED FOR $0.20 PER SHARE.
[THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YES TO THIS PROPOSAL I.]
INFORMATION ABOUT TRANSACTION:
If approved by a majority of the votes cast at a quorum representing 50% plus 1
of the outstanding shares and pursuant to New Jersey Law N.J.S.A. 14A:10-13
(Share Exchange) all the issued and outstanding shares of Common Stock of the
Company will be acquired by Hydromer, Inc. a New Jersey Corporation as a wholly
owned, non-public subsidiary by exchanging each share of the Company for the
right to receive a payment of $0.20 ("Share Consideration"). Hydromer's
principal place of business is 35 Industrial Parkway, Branchburg, NJ 08876,
(908-526-2828). HYDROMER IS AN AFFILIATE OF THE COMPANY BECAUSE MANFRED F. DYCK,
CEO OF BOTH COMPANY'S OWNS A SUBSTANTIAL AMOUNT OF STOCK IN BOTH COMPANIES TO
EXERCISE A CONTROLLING INFLUENCE OVER THE AFFAIRS OF BOTH COMPANIES.
If a majority of the votes cast by holders of shares which are entitled to vote
on the plan of exchange approve this plan then on the effective date of exchange
the share certificates shall only evidence the right to receive the Share
Consideration times the amount of the shares on the certificate (orange
certificate). In the event a share certificate is blue in color the Share
Consideration shall be divided by 5 (in 1996 there was a 1 for 5 reverse split),
as the blue certificates represents pre-split shares. The plan of exchange is
included in this proxy statement as Exhibit A.
RIGHT OF DISSENT/APPRAISAL:
Under the New Jersey Business Corporation Act, because the consideration is
cash, shareholders have no statutory right of dissent or appraisal [N.J.S.A.
14A:11-1(a)(i)(B)]
The New Jersey Business Corporation Act (the "Act") sets forth the procedure for
and authorizes the share exchange proposed herein. However, even full compliance
with the provisions of the Act does relieve the directors of a corporation from
their fiduciary obligations to all shareholders, and New Jersey case law permits
a shareholder to bring an action to enjoin a transaction such as the one
proposed herein if the transaction does not conform to accepted concepts of
fairness and equity. The Boards of Directors of Biosearch and Hydromer, for the
reasons set forth in this Proxy Statement, believe that this transaction
conforms to such concepts.
SHAREHOLDERS PROTECTION ACT:
In New Jersey there is a law known as the "New Jersey Shareholders Protection
Act" [N.J.S.A. 14A:10A-1 et seq. the "Protection Act"]. One of its purposes as
stated is to discourage takeovers of public corporations financed largely
through debt to be repaid in short-term by the sale of substantial assets of the
target corporation. These takeovers prevent shareholders from realizing the full
value of their holdings through forced mergers and coercive devices.
The Protection Act prevents any business combinations between an "interested
shareholder" as defined in the law, and the Company for a period of five years
unless the business combination is approved by the Board of Directors prior to
the interested stockholder's stock acquisition date or unless the transaction is
otherwise exempt from the law. There are two "interested shareholders" in this
transaction. Hydromer, Inc. which will acquire the shares of
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the Company and Mr. Manfred F. Dyck who holds more then 10% of the voting shares
of both Hydromer and the Company. The business combination in this case occurs
when the Company becomes a wholly owned subsidiary of Hydromer, Inc. Prior to
the shareholders vote on this matter, the Board of Directors has investigated
the fairness of the share exchange, hired and independent evaluation expert.
This expert was of the opinion that the exchange rate of $0.20 per share is
fair. (See Fairness Opinion, Exhibit B). The Board has approved the transaction
and has submitted the final approval to the shareholders.
Hydromer's acquisition of the Company's shares is permitted by the Protection
Act because the Company's Board of Directors has approved the transaction before
Hydromer has acquired any shares of the Company. [N.J.S.A. 14A:10A-4 and 5a.]
Although Manfred F. Dyck is an "interested shareholder" by virtue of his share
ownership of Hydromer, Inc. [N.J.S.A. 14A:10A-3j(2)], this transaction is
specifically exempt from the Protection Act because Manfred F. Dyck owns a
smaller proportion of the voting power of the Company on the Effective Date of
this transaction (21.8%) then he owned on the effective date (August 5, 1986) of
the Protection Act (41.2%) [N.J.S.A. 14A:10A-6b]
SPECIAL FACTORS:
I. Background of this Transaction
A. Purpose of this Transaction
1. Hydromer Needs Certain Facilities to Remain Competitive
In January of 1998, Hydromer first looked into the possibility of acquiring or
merging with Biosearch. Hydromer is an innovative, technology-focused company in
the business of inventing, developing, patenting, licensing, manufacturing and
selling hydrophilic, polymer-based products for commercial markets. Hydromer
developed one of the first permanent, lubricous coatings for medical devices,
and currently licenses its products for use on enteral feeding products,
catheter guidewires, urological devices, infusion microcatheters, guiding and
umbilical catheters, angioplasty balloon catheters, embolization delivery
devices, and pancreatic stents. Medical product coatings represent 80% percent
of Hydromer's royalty income. The market for medical coatings has grown, and
Hydromer no longer enjoys unique status as a medical coating supplier.
Significant competition has developed in the medical coating business with 9 to
12 competing companies in the U.S. and several in Europe.
Hydromer anticipated a need for additional manufacturing lab and office space in
future years, and faced a decision as to whether to improve its existing leased
space or seek to acquire a building. Further, in order for Hydromer to protect
its medical coating business, it had to consider ways to move beyond the simple
development, licensing and sale of medical coatings, by expanding its customer
services to include such items as prototype medical product development and
pilot production of coated medical products in a qualified manufacturing
environment. Such capabilities would enable Hydromer to become a partner with
its customers and licensees and not merely a vendor of coatings.
In order to expand its business in this manner, Hydromer needed to expand its
applied engineering and coating technology base. It needed also to add seasoned
manufacturing executives with relevant experience and quality assurance
personnel, and it needed additional laboratory space and a manufacturing
facility that was registered with the US Food and Drug Administration and met
ISO standards. For sale of certain products to Europe, the qualification to
apply CE marking was essential.
It was natural that Hydromer would look to Biosearch as a potential acquisition
target. Biosearch has used Hydromer's chemicals on most of Biosearch's medical
devices and has developed expertise in the use of Hydromer's coatings in medical
and commercial applications. Biosearch is a medical device manufacturer and has
the engineering and production facilities to develop prototype uses for
Hydromer's coatings and other chemicals, and an FDA registered, ISO-qualified
(and CE-qualified) manufacturing facility. In short, Biosearch possesses all the
assets needed by Hydromer, and an acquisition could enable Hydromer to obtain
all of these assets together with a company that is familiar with Hydromer's
products, services, markets and personnel.
2. Biosearch Is Unlikely to Remain in Business as an Independent Company.
Biosearch in early 1998 was a struggling company with a history of losses,
declining sales, and no immediate prospects for turning its business around.
Biosearch has reported for some time that its ability to continue as a going
concern was dependent upon its success in generating sufficient cash flow or
obtaining additional financing as required to meet its long term obligations,
support its working capital needs, and curtailing ongoing losses by
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generating profitable revenue levels.
B. Alternatives Considered to Accomplish the Same Purpose.
Biosearch had been struggling to increase sales by using direct mailings,
Internet solicitations, phone solicitations and attending trade shows. In mid
1996 it purchased physician mailing lists and initiated mailings with reply
cards to generate interest in its products. The results failed to materially
increase sales. In the 4th quarter of 1998 Biosearch modified its web site
(www.biosearch.com) and expanded on the description of its product lines.
Electronic mail was used to contact over 200 persons. The results were more
promising then direct mailing. In addition in mid 1998 a person was dedicated to
call on major hospitals throughout the country to promote and offer Biosearch
products. Results were poor. Starting in July of 1998 the Company attended 3
major urological trade shows. No additional business was obtained.
In August of 1996 Biosearch began contacting investment bankers and other
investment groups using various means of reaching these entities. Over 35
replies were received but none resulted in anything meaningful. Most of the
responses quoted non-refundable fees in excess of $35,000 plus expenses. Other
attempts by Biosearch to finance its business included internet solicitations
for debt financing (no response); private offerings through investment bankers
and financial intermediaries (fees too high and results too speculative); direct
private placements (price was far less the $0.20).
Although Biosearch, in 1999, entered into OEM agreements with Wilson-Cook and
Applied Medical Resources, the continuing lack of any capital for marketing
programs has impeded the Company's ability to exist as a going concern.
In short, Biosearch has been unable to obtain financing due to its financial
history and to maintain its existing operations Biosearch had to sell some of
its assets.
Biosearch, by March of 1998, had defaulted on its building mortgage and faced a
possible bankruptcy if it could not raise cash. Biosearch considered and
rejected filing under the Bankruptcy statutes as it was of the opinion that one
asset which would be lost was its "Net Operating Losses". The NOL can be used to
lower taxes under certain conditions.
The board of directors of Hydromer briefly and preliminarily considered a merger
with Biosearch at that time, and engaged the firm of Howard Lawson to develop
some preliminary information for the consideration of the Hydromer board. See
the discussion of Lawson I, in Reports, Appraisals and Certain Negotiations,
below. However, during the course of this early review, Biosearch lost a major
customer, and in light of that situation, the Hydromer board was concerned that
Biosearch revenues might fall significantly below its operating expenses and
that any merger or combination might have too great an adverse effect on the
earnings of Hydromer. The Hydromer board in March of 1998 elected to put off
consideration of a merger until the situation at Biosearch stabilized.
Subsequent to this decision, Hydromer engaged in negotiations with Biosearch to
acquire the land and building which was owned and occupied by Biosearch. The
building was acquired for a cash price of $850,000 and a three-year prepaid
leaseback to Biosearch of approximately 2/3 of the building (the parties valued
the lease at $7.00 per year per square foot or $346,000). See Other information
Concerning Officers, Directors and Stockholders, below. Acquisition of the
building resolved certain of Hydromer's anticipated space concerns, providing it
with additional space for its laboratories and executive offices, but did not
give Hydromer access to the engineering know how, the FDA registration or ISO or
CE certifications, which could only come through ownership of the stock of
Biosearch.
Once Biosearch was relieved of the obligation to pay a building mortgage and a
sheriff's sale of its building, the financial situation recovered slightly, and
in August of 1998, the two companies again considered some type of combination.
Hydromer appointed an Acquisition Committee of its Board of Directors,
consisting of its three outside directors, to negotiate and recommend a course
of action to the Hydromer board.
Hydromer required that any acquisition result in Biosearch remaining a
wholly-owned subsidiary of Hydromer. This status was required to maintain
existing FDA registrations and ISO and CE qualifications, and, to a lesser
extent, to possibly take advantage of existing Biosearch tax loss
carry-forwards. Hydromer's Acquisition Committee considered an asset acquisition
of Biosearch on a liquidation basis, and net book value basis, but considered
also that an acquisition of assets on those bases would not bring to Hydromer:
1. the Food and Drug Administration registration for a manufacturing facilities,
2. the ISO 9000 approval or 3. the tax loss carry forwards, which would remain
with the corporate shell. Acquisition without these benefits was determined not
to be in the interest of Hydromer.
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Hydromer initially proposed for the consideration of Biosearch, a share exchange
under New Jersey law which would have the effect of exchanging one share of
Hydromer for six shares of Biosearch. The Board of Directors of Biosearch did
not accept this proposal as a basis for negotiation because of the inherent
difficulty in constructing an accurate value for each company using thinly
traded shares as the currency of the transaction. Negotiations came to a
standstill. (See Other Information Concerning Officers, Directors and
Stockholders, below)
In the fall of 1998 and winter of 1999, both Hydromer and Biosearch negotiated
transactions with C.R. Bard, Inc. ("Bard"). Negotiations between Hydromer and
Biosearch concerning this transaction were not actively pursued while each
company separately negotiated its transaction with Bard. Biosearch executed a
stand still agreement in 1998 with Bard for $200,000, and agreed to sell its
urinary catheter coating business for $450,000. After these transactions
Biosearch retained its OEM business in coagulation probes, J-tubes, biliary
stents and catheters. It retained its proprietary product line in anorectal
feedback devices, stents and catheters. It also retained its coating services on
all medical devices except intermittent urinary catheters. Biosearch's
transaction with Bard enabled Biosearch to strengthen its cash position and pay
down certain liabilities. (See Other Information Concerning Officers, Directors
and Stockholders, below).
Hydromer's transaction with Bard involved license and supply agreements for
certain medical coatings, for intermittent and indwelling urinary catheters and
a stock purchase agreement whereby Hydromer sold to Bard Two Hundred Twenty
Thousand (220,000) newly issued common shares of the Company for Four ($4.00)
Dollars per share, and put Hydromer in a very strong cash position.
The Bard transactions closed in February, 1999.
C. Reasons for Structure of the Transaction and for Undertaking the Transaction
at this Time.
Hydromer's original reasons for considering an acquisition of Biosearch had not
changed, and the Hydromer Acquisition Committee considered that Hydromer's
marketing staff, combined with Biosearch's manufacturing expertise, could
generate new sales for existing products of both companies. The two companies
revisited the proposed transaction beginning in March of 1999.
The Hydromer Acquisition Committee considered that an exchange of Hydromer
shares for Biosearch shares, as originally proposed would require registration
of the Hydromer shares, which would result in higher transaction fees, and a
longer time to close the transaction than a cash transaction. In view of the
fact that Hydromer's cash position was strong, following the Bard transaction,
the Hydromer board elected to structure the share exchange as a cash
transaction, converting Biosearch shares to cash instead of Hydromer shares.
Biosearch is of the opinion that the structure of this transaction as proposed
by Hydromer would be easy for the stockholders to comprehend and would maintain
the corporate existence of Biosearch to take advantage of the FDA and ISO 9000
registrations as well as the Net Operating Losses in the future. The structure
was independently proposed by Hydromer during the negotiation between the
outside Board members of both Companies. (Mr. Manfred F. Dyck did not take part
in the discussions). The Biosearch Board exercising it business judgement
originally felt the cash only transaction could be consummated in a shorter time
frame then a share exchange. If the transaction required the exchange of
Biosearch stock for Hydromer stock, the time and expense of complying with the
registration procedures for Hydromer stock would have resulted in undesirable
delay and expense. In light of Biosearch's ongoing cash problems, the quicker
transaction was more desirable, to preserve value for all stockholders.
In March of 1999, the Hydromer Acquisition Committee considered the following to
be the major issues in a transaction with Biosearch:
o price per share
o Biosearch sales and net profits/losses
o Change of control liabilities to employees (incentive payments promised to
certain key employees to keep them at Biosearch through any acquisition,
estimated to aggregate $136,000); and
o Accrued liabilities to employees and directors for deferred salary and
other payments (estimated to aggregate $170,000)
The Hydromer Acquisition Committee considered a number of factors in proposing
an offer to Biosearch, including:
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1. historic and likely continued revenue and earnings growth for Hydromer.
2. on a worse case basis, Biosearch revenues were not likely to be less then
$950,000 for fiscal 1999 and the expected net loss was not likely to be greater
then $437,000.
3. incremental revenues were likely to be generated by the combined companies
and incremental savings were likely to be gained by elimination of duplicate
positions.
The Acquisition Committee concluded that if revenues and earnings were at worst
case, an exchange price of $0.15 would be justified and proposed a transaction
comprising the following:
o Exchange price of $0.15 per share (Biosearch was trading at approximately
$0.12 at the time)
o Change of control and other liabilities to be paid on an "earn out basis"
to be negotiated. Biosearch rejected this offer, (See Other Information
Concerning Officers, Directors and Stockholders, below) and proposed a
counter-offer comprising the following:
o Exchange price of $0.25 per share,
o All liabilities including change of control liabilities paid as shown on
the books
The Hydromer Acquisition Committee met again on April 26 and May 7, 1999,
including its financial advisor in the final meeting, to prepare a final
response to Biosearch. The Acquisition Committee considered management's
projections for Biosearch and their assurance that new business could be
developed for the combined companies. Relying on its management and the advice
of its financial advisor, and considering (1) Hydromer's need for acquiring the
ability to manufacture in an FDA-registered, ISO 9000 qualified facility and
being qualified to apply CE marks, (2) the efficiencies of combining the medical
coating operations of the two companies, which would enable Hydromer's marketing
and sales organization to increase the sales volume of products and services
within Biosearch's area of expertise: the manufacture and coating of medical
devices, (3) an anticipated strengthening of the financial picture for
Biosearch, arising from the OEM agreements entered into by Biosearch with
Wilson-Cook and Applied Medical Resources, which Hydromer could capitalize upon,
the Acquisition Committee, agreed to go forward and made a proposal comprising
the following:
o Exchange price of $0.20 per share (Biosearch was trading at approximately
$0.12 at the time)
o Change of control liabilities paid for employees other than Martin C.
Dyck, who was offered employment and certain stock options (See Summary of
Material Features of this Exchange)
o Any accrued and unpaid liabilities for employee salaries, existing on
April 30, 1999 will be paid by Hydromer, provided however, that this
obligation shall not apply to salary increases, raises or bonuses
authorized or taking effect after January 1, 1999.
o Liabilities for Biosearch unpaid director fees would not be paid by
Hydromer.
o Net liabilities (liabilities less cash and receivables) to parties other
than Hydromer, and employees and directors of BMP, cannot exceed $100,000
on the date of closing.
In addition to the business reasons set forth the Acquisition Committee
considered that Hydromer would be able to make use of the tax credits that
Biosearch has built up due to its losses (Net Operating Losses or NOL's).
Hydromer values these NOL's at a maximum of $12,000 if Hydromer continues to be
profitable. There is, of course, no assurance that the Net Operating Losses will
be useful unless they can be offset against income tax owed. The change of
control limits the use of NOL's to approximately $12,000. If the transaction was
not done and Biosearch would be profitable the value of the NOL's could be as
high as $250,000. Use of NOL's is highly speculative and there is no assurance
that Biosearch could ever use them. It is likely that these NOL will be used to
some extent by Hydromer.
That proposal was accepted by the Board of Biosearch, and is being submitted for
approval by the shareholders of Biosearch by this Proxy Statement.
D. Effects of this Transaction
1. Effect on Hydromer and affiliates:
Hydromer will have a 100% interest in the net book value and net earnings of
Biosearch. Hydromer anticipates that the transaction will have an immediate
positive effect on its revenue growth, and net worth, and that and future growth
will be facilitated as Hydromer will have immediate access to the facilities and
people it needs to remain competitive in its core business.
In addition, the President of Biosearch, Martin C. Dyck has been offered
employment with Hydromer, Inc. as the Vice President of Operations at a salary
of $110,000 per year. He will also be given options to purchase 10,000
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shares of Hydromer, Inc. at the 5 day rolling average market price prior to the
Effective Date. Mr. Martin C. Dyck will remain as President of Biosearch Medical
Products, Inc. at a salary of $1.00/year. In consideration, Mr. Martin C. Dyck
agreed to waive a "change of control" payment of $72,000 which was awarded in
June of 1998. Four other key employees were also awarded a "change of control
payment", which Hydromer, Inc. has agreed to allow to be paid ($64,000)
From time to time the Company has issued options (there are no warrants
outstanding) to its key employees. Hydromer will pay these employees the
difference between $0.20 and the option price if under $0.20 time the shares
represented by the option certificate. Mr. Manfred F. Dyck holds the greatest
amount of option for which he will receive $776. To the extent the option price
is higher then $.20 they will be allowed to expire.
Manfred F. Dyck owns 344,720 shares of the Common Stock of Biosearch (options,
shares held in trust or beneficially owned by others are excluded) and will be
paid a total of $68,944 in exchange for his shares. Martin C Dyck owns an
aggregate of 4,654 (excluding options) shares of Common Stock of Biosearch and
will be paid an aggregate of $931 in exchange for his shares. Ursula M. Dyck
owns 33,516 shares of Common Stock of Biosearch either in her name or as
custodian for her daughters; she will be paid $6713.20 for these shares.
Manfred F. Dyck and his wife Ursula M. Dyck, holds approximately 47% of the
outstanding shares of Hydromer, and Martin C. Dyck holds less than one percent
of the outstanding shares of Hydromer. Their holdings in Hydromer will not be
effected by this transaction. As Biosearch will be a wholly-owned subsidiary of
Hydromer, Hydromer will have a 100% interest in the net book value and net
earnings of Biosearch.
2. Effect on Biosearch
If this transaction is approved, Biosearch shareholders will no longer
participate in the future of Biosearch whether it be growth or further reduction
as has been seen in the past. Biosearch has never paid a dividend, so this
transaction would not deprive unaffiliated shareholders of any current income.
In the past filings with the S.E.C. the Company's management has consistently
indicated that the future operations of the Company are uncertain. The Biosearch
Board in its evaluation considered the past facts and the uncertain and
speculative future in recommending this transaction for approval as a response
to the May 10, 1999 offer from Hydromer. The timing of the transaction depends
on the ability of the Company to present the transaction to its shareholders.
Originally this was planned for July of 1999 but has been delayed until the
proxy and other filings are complete.
3. Regulatory Compliance
Biosearch anticipates that a cost savings of approximately $50,000 per year
could be achieved if Biosearch was no longer required to comply with reporting
and other requirements associated with continued registration of the Common
Stock under the Securities Exchange Act of 1934 (the "1934 Act"), and the
regulations promulgated thereunder. Hydromer and its officers and directors will
continue to be subject to the 1934 Act.
4. Tax effects/Federal Income Tax Consequences:
The exchange (form of sale) of Common Shares into the right to receive cash
pursuant to the Plan of Exchange (See Exhibit A of this Proxy Statement) will be
a taxable transaction for federal income tax purposes under the Internal Revenue
Code as amended ("the CODE"), and may also be a taxable transaction under
applicable state, local and other tax laws.
In general, a stockholder will recognize gain or loss equal to the difference
between the tax basis of his shares and the amount of cash received under this
exchange. Such gain or loss will be treated as a capital gain or loss if the
shares are capital assets in the hands of the stockholder.
The tax consequences described in the preceding paragraph may not apply to (i)
shares acquired upon the exercise of incentive stock options or otherwise as
compensation and (ii) certain non-resident aliens and foreign corporations and
stockholders who are subject to special tax treatment under the Code.
Each stockholder is urged to consult his own tax advisor as to the particular
state, local, foreign and other tax consequences, in light of a particular set
of specific circumstances.
II. Fairness of this Transaction
A. BIOSEARCH
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1. PROCEDURAL FAIRNESS
Biosearch believes that this transaction is procedurally fair to unaffiliated
security holders.
a. The transaction was negotiated by the directors of Biosearch without
the participation of Manfred F. Dyck, who is a common director of both the
Issuer, Biosearch, and the acquirer, Hydromer. Mr. Dyck (and his wife,
Ursula M. Dyck) absented themselves from discussions of the transaction
and abstained from participating in the negotiation of the transaction.
b. Biosearch commissioned Wharton Valuation Associates to render a
fairness opinion as to the transaction (See section III below)
c. Absence of Certain Procedures: The transaction is not structured to
require the approval of at least a majority of unaffiliated stock holders.
No unaffiliated representative acting solely on behalf of the unaffiliated
shareholders was retained to negotiate the terms of this transaction, or
to prepare a report concerning the fairness of this transaction. However,
the Biosearch Board of Directors believes that this transaction is fair to
the unaffiliated shareholders of Biosearch notwithstanding the absence of
such procedures, because all Biosearch shareholders are treated equally,
and a fairness opinion was received by Biosearch which confirms that both
the value of Biosearch shares and the fairness of the transaction to all
Biosearch shareholders, including but not limited to unaffiliated
shareholders. Further, the transaction was unanimously approved by the
independent, non-employee directors of Biosearch.
2. SUBSTANTIVE FAIRNESS
Biosearch believes that this transaction is substantively fair to the
unaffiliated shareholders of Biosearch, taking into consideration the following
factors:
a. Current and Historical Market Prices: The exchange price of $0.20 per
share represents a premium over the current market price ($0.12) of the
Common Stock at the time of the approval of this transaction in May of
1999, and over historical market prices. Except for a one-time purchase at
a price of $0.50 per share in the second quarter of 1999, which the
Biosearch Board did not consider meaningful (see Share Price of Company),
Biosearch shares had not traded at or above the exchange price for almost
a year before this exchange transaction was agreed upon ($0.22 in the
second quarter of 1998). In the last two years, Biosearch shares have hit
quarterly highs of $0.22 to $0.28 (fourth quarter 1997), and have traded
as low as $0.06 to $0.08 (third and fourth quarters of 1998 respectively).
See Share Price of the Company. Biosearch shares are not traded on any
exchange or quoted on the National Association of Securities Dealers
Automated Quotation (NASDAQ) system. The shares are traded in the
over-the-counter market and quoted in the "Pink Sheets." The shares are
thinly traded, with only a few thousand shares being traded monthly in
1999 and virtually non liquid. Biosearch's weak financial status makes it
highly unlikely that Biosearch will qualify for listing on any exchange or
on the NASDAQ system at any time in the foreseeable future, and unlikely
that the shares will be any more liquid than they are now.
b. Net Book Value: The net book value per share of Biosearch since
December, 1998 was:
As of 12/31/98-$0.04;
as of 3/31/99-$0.22
as of 6/30/99-$0.26.
The increase since December of 1998 was primarily due to two extraordinary
transactions, one with Bard, described above, and the second a License to
Applied Medical Resources, which resulted in a payment of $125,000 to the
Company. Although the exchange price of $0.20 is less then the net book
value per share as of March or June 1999, it is the opinion of the board
of directors of Biosearch that net book value per share is not necessarily
a measure of true value, but rather an accounting concept based upon the
historic cost of certain assets. Furthermore, a main component of
Biosearch's assets is "other current assets" which consists primarily of a
prepaid lease in a building owned by Hydromer. This lease is not a freely
marketable asset, and is not valuable to any party other than Biosearch,
as Hydromer has the authority to prevent any assignment or sublease by
simply repaying the unused portion of any pre-paid rent. In any case, the
lease will come off the books upon completion of this transaction. If the
value of the lease is deducted from the net book value, the net book value
per share of Biosearch is closer to the market price of $0.12 per share.
Except for the fourth quarter of 1998, when Biosearch's net book value per
share was $0.04, Biosearch's stock has historically traded well below its
book value per share.
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a. Current and Historical Market Prices: The exchange price of $0.20 per
share represents a premium over the current market price ($0.12) of the
Common Stock at the time of the approval of this transaction in May of
1999, and over historical market prices. Except for a one-time purchase at
a price of $0.50 per share in the second quarter of 1999, which the Mr.
Dyck did not consider meaningful (see Share Price of Company), Biosearch
shares had not traded at or above the exchange price for almost a year
before this exchange transaction was agreed upon ($0.22 in the second
quarter of 1998). In the last two years, Biosearch shares have hit
quarterly highs of $0.22 to $0.28 (fourth quarter 1997), and have traded
as low as $0.06 to $0.08 (third and fourth quarters of 1998 respectively).
See Share Price of the Company. Biosearch shares are not traded on any
exchange or quoted on the National Association of Securities Dealers
Automated Quotation (NASDAQ) system. The shares are traded in the
over-the-counter market and quoted in the "Pink Sheets." The shares are
thinly traded, with only a few thousand shares being traded monthly in
1999 and virtually non liquid. Biosearch's weak financial status makes it
highly unlikely that Biosearch will qualify for listing on any exchange or
on the NASDAQ system at any time in the foreseeable future, and unlikely
that the shares will be any more liquid than they are now.
b. Net Book Value: The net book value per share of Biosearch since
December, 1998 was:
As of 12/31/98-$0.04;
as of 3/31/99-$0.22
as of 6/30/99-$0.26.
The increase since December of 1998 was primarily due to two extraordinary
transactions, one with Bard, described above, and the second a License to
Applied Medical Resources, which resulted in a payment of $125,000 to the
Company. Although the exchange price of $0.20 is less then the net book
value per share as of March or June 1999, it is the opinion of the board
of directors of Biosearch that net book value per share is not necessarily
a measure of true value, but rather an accounting concept based upon the
historic cost of certain assets. Furthermore, a main component of
Biosearch's assets is "other current assets" which consists primarily of a
prepaid lease in a building owned by Hydromer. This lease is not a freely
marketable asset, and is not valuable to any party other than Biosearch,
as Hydromer has the authority to prevent any assignment or sublease by
simply repaying the unused portion of any pre-paid rent. In any case, the
lease will come off the books upon completion of this transaction. If the
value of the lease is deducted from the net book value, the net book value
per share of Biosearch is closer to the market price of $0.12 per share.
Except for the fourth quarter of 1998, when Biosearch's net book value per
share was $0.04, Biosearch's stock has historically traded well below its
book value per share.
c. Liquidation Value: Biosearch has no plans to liquidate. Further, if
Biosearch did liquidate, the board of directors is of the opinion that
Biosearch would not realize the full value of its assets, owing to the
facts that winding up costs would be incurred, FDA registration, ISO and
CE qualifications would not be transferable in liquidation, and inventory
and equipment would have to be disposed of on a forced sale basis.
Biosearch's valuation expert determined the liquidation value of Biosearch
to be $0.15 per share. The exchange price represents a premium of one
third over the liquidation value.
d. Going Concern Value: Biosearch has reported annual operating losses for
the last seven years, and net losses for six of the last seven years.
Biosearch has reported for some time that its ability to continue as a
going concern was dependent upon its success in generating sufficient cash
flow or obtaining additional financing as required to meet its long term
obligations, support its working capital needs, and curtailing ongoing
losses by generating profitable revenue levels. Biosearch's independent
auditors in March of 1999 expressed the opinion that "There is no
assurance that the Company's operations will generate sufficient cash flow
to meet its obligations or that the Company has the ability to obtain
additional financing as required, which raises substantial doubt about the
Company's ability to continue as a going concern." It is the opinion of
Biosearch and Hydromer that Biosearch has value as a going concern only if
it is acquired in a transaction that enables the acquirer 1. to have
access to Biosearch's FDA registrations, ISO and CE qualifications, and 2.
to incorporate Biosearch's technology and existing products and services
into a related and synergistic business.
e. Absence of Offers: There have been no previous purchases of shares of
Biosearch stock in the past eighteen months either by Biosearch or by any
affiliates of Biosearch. Biosearch has
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received no firm offers (and is not aware of any firm offers) from any
person other than Hydromer to merge or consolidate, sell or transfer all
or substantially all of its assets, or sell securities which would enable
the holder to exercise control of Biosearch.
f. Opportunity to Liquidate Shares of Stock: In addition to the factors
listed above, the board of directors of Biosearch considered that this
transaction offered unaffiliated Biosearch shareholders the opportunity to
liquidate their share holdings at a fixed price, with a premium to the
market price, and without incurring brokerage costs or driving down the
market price in a relatively non liquid market.
B. MANFRED F. DYCK
1. PROCEDURAL FAIRNESS
Manfred F. Dyck believes that this transaction is procedurally fair to
unaffiliated security holders.
a. The transaction was negotiated by the directors of Biosearch
without the participation of Manfred F. Dyck, who is a common
director of both the Issuer, Biosearch, and the acquirer, Hydromer.
Mr. Dyck (and his wife, Ursula M. Dyck) absented themselves from
discussions of the transaction and abstained from participating in
the negotiation of the transaction.
b. Biosearch commissioned Wharton Valuation Associates to render a
fairness opinion as to the transaction (See section III below)
c. Absence of Certain Procedures: The transaction is not structured
to require the approval of at least a majority of unaffiliated stock
holders. No unaffiliated representative acting solely on behalf of
the unaffiliated shareholders was retained to negotiate the terms of
this transaction, or to prepare a report concerning the fairness of
this transaction. However, Manfred F. Dyck believes that this
transaction is fair to the unaffiliated shareholders of Biosearch
notwithstanding the absence of such procedures, because all
Biosearch shareholders are treated equally, and a fairness opinion
was received by Biosearch which confirms that both the value of
Biosearch shares and the fairness of the transaction to all
Biosearch shareholders, including but not limited to unaffiliated
shareholders. Further, the transaction was unanimously approved by
the independent, non-employee directors of Biosearch.
2. SUBSTANTIVE FAIRNESS
Manfred F. Dyck believes that this transaction is substantively fair to
the unaffiliated shareholders of Biosearch, taking into consideration the
following factors:
a. Current and Historical Market Prices: The exchange price of $0.20
per share represents a
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premium over the current market price ($0.12) of the Common Stock at the
time of the approval of this transaction in May of 1999, and over
historical market prices. Except for a one-time purchase at a price of
$0.50 per share in the second quarter of 1999, which Mr. Dyck does not
consider meaningful (see Share Price of Company), Biosearch shares had
not traded at or above the exchange price for almost a year before this
exchange transaction was agreed upon ($0.22 in the second quarter of
1998). In the last two years, Biosearch shares have hit quarterly highs
of $0.22 to $0.28 (fourth quarter 1997), and have traded as low as $0.06
to $0.08 (third and fourth quarters of 1998 respectively). See Share
Price of the Company. Biosearch shares are not traded on any exchange or
quoted on the National Association of Securities Dealers Automated
Quotation (NASDAQ) system. The shares are traded in the over-the-counter
market and quoted in the "Pink Sheets." The shares are thinly traded,
with only a few thousand shares being traded monthly in 1999 and
virtually non liquid. Biosearch's weak financial status makes it highly
unlikely that Biosearch will qualify for listing on any exchange or on
the NASDAQ system at any time in the foreseeable future, and unlikely
that the shares will be any more liquid than they are now.
b. Net Book Value: The net book value per share of Biosearch since
December, 1998 was:
As of 12/31/98-$0.04;
as of 3/31/99-$0.22
as of 6/30/99-$0.26.
The increase since December of 1998 was primarily due to two
extraordinary transactions, one with Bard, described above, and the
second a License to Applied Medical Resources, which resulted in a
payment of $ 125,000 to the Company. Although the exchange price of
$0.20 is less then the net book value per share as of March or June
1999, it is the opinion of Mr. Dyck that net book value per share is not
necessarily a measure of true value, but rather an accounting concept
based upon the historic cost of certain assets. Furthermore, a main
component of Biosearch's assets is "other current assets" which consists
primarily of a prepaid lease in a building owned by Hydromer. This lease
is not a freely marketable asset, and is not valuable to any party other
than Biosearch, as Hydromer has the authority to prevent any assignment
or sublease by simply repaying the unused portion of any pre-paid rent.
In any case, the lease will come off the books upon completion of this
transaction. If the value of the lease is deducted from the net book
value, the net book value per share of Biosearch is closer to the market
price of $0.12 per share. Except for the fourth quarter of 1998, when
Biosearch's net book value per share was $0.04, Biosearch's stock has
historically traded well below its book value per share.
c. Liquidation Value: Biosearch has no plans to liquidate. Further, if
Biosearch did liquidate, Mr. Dyck is of the opinion that Biosearch would
not realize the full value of its assets, owing to the facts that
winding up costs would be incurred, FDA registration, ISO and CE
qualifications would not be transferable in liquidation, and inventory
and equipment would have to be disposed of on a forced sale basis.
Biosearch's valuation expert determined the liquidation value of
Biosearch to be $0.15 per share. The exchange price represents a premium
of one third over the liquidation value.
d. Going Concern Value: Biosearch has reported annual operating losses
for the last seven years, and net losses for six of the last seven
years. Biosearch has reported for some time that its ability to continue
as a going concern was dependent upon its success in generating
sufficient cash flow or obtaining additional financing as required to
meet its long term obligations, support its working capital needs, and
curtailing ongoing losses by generating profitable revenue levels.
Biosearch's independent auditors in March of 1999 expressed the opinion
that "There is no assurance that the Company's operations will generate
sufficient cash flow to meet its obligations or that the Company has the
ability to obtain additional financing as required, which raises
substantial doubt about the Company's ability to continue as a going
concern." It is the opinion of Mr. Dyck that Biosearch has value as a
going concern only if it is acquired in a transaction that enables the
acquirer 1. to have access to Biosearch's FDA registrations, ISO and CE
qualifications, and 2. to incorporate Biosearch's technology and
existing products and services into a related and synergistic business.
e. Absence of Offers: There have been no previous purchases of shares of
Biosearch stock in the past eighteen months either by Biosearch or by
any affiliates of Biosearch. Biosearch has
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received no firm offers (and is not aware of any firm offers) from any
person other than Hydromer to merge or consolidate, sell or transfer all
or substantially all of its assets, or sell securities which would enable
the holder to exercise control of Biosearch.
f. Opportunity to Liquidate Shares of Stock: In addition to the factors
listed above, Mr. Dyck considered that this transaction offered
unaffiliated Biosearch shareholders the opportunity to liquidate their
share holdings at a fixed price, with a premium to the market price, and
without incurring brokerage costs or driving down the market price in a
relatively non liquid market.
g. Other: Manfred F. Dyck, because of his security holdings in both
Biosearch and Hydromer, he has reviewed both the fairness opinion of
Wharton Valuation Associates provided to Biosearch and the reports of
Howard Lawson & Co. provided to the Board of Hydromer, (see Item III
below) and the deliberations of the Biosearch Board and the Hydromer
Acquisition Committee and believes, based upon these reports, and
deliberations, that this transaction is fair to unaffiliated security
holders of Biosearch.
C. URSULA M. DYCK
1. PROCEDURAL FAIRNESS
Ursula M. Dyck believes that this transaction is procedurally fair to
unaffiliated security holders.
a.The transaction was negotiated by the directors of Biosearch
without the participation of Manfred F. Dyck, who is a common
director of both the Issuer, Biosearch, and the acquirer, Hydromer.
Mrs. Dyck (and her husband, Manfred F. Dyck) absented themselves
from discussions of the transaction and abstained from participating
in the negotiation of the transaction.
b.Biosearch commissioned Wharton Valuation Associates to render a
fairness opinion as to the transaction (See section III below)
c.Absence of Certain Procedures: The transaction is not structured
to require the approval of at least a majority of unaffiliated stock
holders. No unaffiliated representative acting solely on behalf of
the unaffiliated shareholders was retained to negotiate the terms of
this transaction, or to prepare a report concerning the fairness of
this transaction. However, Ursula M. Dyck believes that this
transaction is fair to the unaffiliated shareholders of Biosearch
notwithstanding the absence of such procedures, because all
Biosearch shareholders are treated equally, and a fairness opinion
was received by Biosearch which confirms that both the value of
Biosearch shares and the fairness of the transaction to all
Biosearch shareholders, including but not limited to unaffiliated
shareholders. Further, the transaction was unanimously approved by
the independent, non-employee directors of Biosearch.
2. SUBSTANTIVE FAIRNESS
Ursula M. Dyck believes that this transaction is substantively fair to the
unaffiliated shareholders of Biosearch, taking into consideration the
following factors:
a.Current and Historical Market Prices: The exchange price of $0.20
per share represents a premium over the current market price ($0.12)
of the Common Stock at the time of the approval of this transaction
in May of 1999, and over historical market prices. Except for a
one-time purchase at a price of $0.50 per share in the second
quarter of 1999, which Mrs. Dyck does not consider meaningful (see
Share Price of Company), Biosearch shares had not traded at or above
the exchange price for almost a year before this exchange
transaction was agreed upon ($0.22 in the second quarter of 1998).
In the last two years, Biosearch shares have hit quarterly highs of
$0.22 to $0.28 (fourth quarter 1997), and have traded as low as
$0.06 to $0.08 (third and fourth quarters of 1998 respectively). See
Share Price of the Company. Biosearch shares are not traded on any
exchange or quoted on the National Association of Securities Dealers
Automated Quotation (NASDAQ) system. The shares are traded in the
over-the-counter market and quoted in the "Pink Sheets." The shares
are thinly traded, with only a few thousand shares being traded
monthly in 1999 and virtually non liquid. Biosearch's weak financial
status makes it highly unlikely that Biosearch will qualify for
listing on any exchange or on the NASDAQ system at any time in the
foreseeable future, and unlikely that the shares will be any more
liquid than they are now.
b.Net Book Value: The net book per share value of Biosearch since
December, 1998 was:
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<PAGE>
As of 12/31/98-$0.04; as of 3/31/99-$0.22 as of 6/30/99-$0.26.
The increase since December of 1998 was primarily due to two
extraordinary transactions, one with Bard, described above, and the
second a License to Applied Medical Resources, which resulted in a
payment of $ 125,000 to the Company. Although the exchange price of
$0.20 is less then the net book value per share as of March or June
1999, it is the opinion of Mrs. Dyck that net book value per share
is not necessarily a measure of true value, but rather an accounting
concept based upon the historic cost of certain assets. Furthermore,
a main component of Biosearch's assets is "other current assets"
which consists primarily of a prepaid lease in a building owned by
Hydromer. This lease is not a freely marketable asset, and is not
valuable to any party other than Biosearch, as Hydromer has the
authority to prevent any assignment or sublease by simply repaying
the unused portion of any pre-paid rent. In any case, the lease will
come off the books upon completion of this transaction. If the value
of the lease is deducted from the net book value, the net book value
per share of Biosearch is closer to the market price of $0.12 per
share. Except for the fourth quarter of 1998, when Biosearch's net
book value per share was $0.04, Biosearch's stock has historically
traded well below its book value per share.
c.Liquidation Value: Biosearch has no plans to liquidate. Further,
if Biosearch did liquidate, Mrs. Dyck is of the opinion that
Biosearch would not realize the full value of its assets, owing to
the facts that winding up costs would be incurred, FDA registration,
ISO and CE qualifications would not be transferable in liquidation,
and inventory and equipment would have to be disposed of on a forced
sale basis. Biosearch's valuation expert determined the liquidation
value of Biosearch to be $0.15 per share. The exchange price
represents a premium of one third over the liquidation value.
d.Going Concern Value: Biosearch has reported annual operating
losses for the last seven years, and net losses for six of the last
seven years. Biosearch has reported for some time that its ability
to continue as a going concern was dependent upon its success in
generating sufficient cash flow or obtaining additional financing as
required to meet its long term obligations, support its working
capital needs, and curtailing ongoing losses by generating
profitable revenue levels. Biosearch's independent auditors in March
of 1999 expressed the opinion that "There is no assurance that the
Company's operations will generate sufficient cash flow to meet its
obligations or that the Company has the ability to obtain additional
financing as required, which raises substantial doubt about the
Company's ability to continue as a going concern." It is the opinion
of Mrs. Dyck that Biosearch has value as a going concern only if it
is acquired in a transaction that enables the acquirer 1. to have
access to Biosearch's FDA registrations, ISO and CE qualifications,
and 2. to incorporate Biosearch's technology and existing products
and services into a related and synergistic business.
e. Absence of Offers: There have been no previous purchases of
shares of Biosearch stock in the past eighteen months either by
Biosearch or by any affiliates of Biosearch. Biosearch has received
no firm offers (and is not aware of any firm offers) from any person
other than
-14-
<PAGE>
Hydromer to merge or consolidate, sell or transfer all or
substantially all of its assets, or sell securities which would
enable the holder to exercise control of Biosearch.
f.Opportunity to Liquidate Shares of Stock: In addition to the
factors listed above, Mrs. Dyck considered that this transaction
offered unaffiliated Biosearch shareholders the opportunity to
liquidate their share holdings at a fixed price, with a premium to
the market price, and without incurring brokerage costs or driving
down the market price in a relatively non liquid market.
g. Other: Ursula M. Dyck, Director of Hydromer, has reviewed both
the fairness opinion of Wharton Valuation Associates provided to
Biosearch and the reports of Howard Lawson & Co. provided to the
Board of Hydromer, (see Item III below) and the deliberations of the
Biosearch Board and the Hydromer Acquisition Committee and believes,
based upon these reports, and deliberations, that this transaction
is fair to unaffiliated security holders of Biosearch.
D. MARTIN C. DYCK
1. PROCEDURAL FAIRNESS
Martin C. Dyck believes that this transaction is procedurally fair to
unaffiliated security holders.
-15-
<PAGE>
a.The transaction was negotiated by the directors of Biosearch without the
participation of Manfred F. Dyck, who is a common director of both the
Issuer, Biosearch, and the acquirer, Hydromer. Manfred F. Dyck (and his
wife, Ursula M. Dyck) absented themselves from discussions of the
transaction and abstained from participating in the negotiation of the
transaction.
b.Biosearch commissioned Wharton Valuation Associates to render a fairness
opinion as to the transaction (See section III below)
c.Absence of Certain Procedures: The transaction is not structured to
require the approval of at least a majority of unaffiliated stock holders.
No unaffiliated representative acting solely on behalf of the unaffiliated
shareholders was retained to negotiate the terms of this transaction, or
to prepare a report concerning the fairness of this transaction. However,
Martin C. Dyck believes that this transaction is fair to the unaffiliated
shareholders of Biosearch notwithstanding the absence of such procedures,
because all Biosearch shareholders are treated equally, and a fairness
opinion was received by Biosearch which confirms that both the value of
Biosearch shares and the fairness of the transaction to all Biosearch
shareholders, including but not limited to unaffiliated shareholders.
Further, the transaction was unanimously approved by the independent,
non-employee directors of Biosearch.
2. SUBSTANTIVE FAIRNESS
Martin C. Dyck believes that this transaction is substantively fair to the
unaffiliated shareholders of Biosearch, taking into consideration the
following factors:
a.Current and Historical Market Prices: The exchange price of $0.20
per share represents a premium over the current market price ($0.12)
of the Common Stock at the time of the approval of this transaction
in May of 1999, and over historical market prices. Except for a
one-time purchase at a price of $0.50 per share in the second
quarter of 1999, which Mr. Dyck does not consider meaningful (see
Share Price of Company), Biosearch shares had not traded at or above
the exchange price for almost a year before this exchange
transaction was agreed upon ($0.22 in the second quarter of 1998).
In the last two years, Biosearch shares have hit quarterly highs of
$0.22 to $0.28 (fourth quarter 1997), and have traded as low as
$0.06 to $0.08 (third and fourth quarters of 1998 respectively). See
Share Price of the Company. Biosearch shares are not traded on any
exchange or quoted on the National Association of Securities Dealers
Automated Quotation (NASDAQ) system. The shares are traded in the
over-the-counter market and quoted in the "Pink Sheets." The shares
are thinly traded, with only a few thousand shares being traded
monthly in 1999 and virtually non liquid. Biosearch's weak financial
status makes it highly unlikely that Biosearch will qualify for
listing on any exchange or on the NASDAQ system at any time in the
foreseeable future, and unlikely that the shares will be any more
liquid than they are now.
b.Net Book Value: The net book value per share of Biosearch since
December, 1998 was:
As of 12/31/98-$0.04;
as of 3/31/99-$0.22
as of 6/30/99-$0.26.
The increase since December of 1998 was primarily due to two
extraordinary transactions, one with Bard, described above, and the
second a License to Applied Medical Resources, which resulted in a
payment of $ 125,000 to the Company. Although the exchange price of
$0.20 is less then the net book value per share as of March or June
1999, it is the opinion of Mr. Dyck that net book value per share is
not necessarily a measure of true value, but rather an accounting
concept based upon the historic cost of certain assets. Furthermore,
a main component of Biosearch's assets is "other current assets"
which consists primarily of a prepaid lease in a building owned by
Hydromer. This lease is not a freely marketable asset, and is not
valuable to any party other than Biosearch, as Hydromer has the
authority to prevent any assignment or sublease by simply repaying
the unused portion of any pre-paid rent. In any case, the lease will
come off the books upon completion of this transaction. If the value
of the lease is deducted from the net book value, the net book value
per share of Biosearch is closer to the market price of $0.12 per
share. Except for the fourth quarter of 1998, when Biosearch's net
book value per share was $0.04, Biosearch's stock has historically
traded well below its book value per share.
-16-
<PAGE>
c. Liquidation Value: Biosearch has no plans to liquidate. Further,
if Biosearch did liquidate, Mr. Dyck is of the opinion that
Biosearch would not realize the full value of its assets, owing to
the facts that winding up costs would be incurred, FDA registration,
ISO and CE qualifications would not be transferable in liquidation,
and inventory and equipment would have to be disposed of on a forced
sale basis. Biosearch's valuation expert determined the liquidation
value of Biosearch to be $0.15 per share. The exchange price
represents a premium of one third over the liquidation value.
d. Going Concern Value: Biosearch has reported annual operating
losses for the last seven years, and net losses for six of the last
seven years. Biosearch has reported for some time that its ability
to continue as a going concern was dependent upon its success in
generating sufficient cash flow or obtaining additional financing as
required to meet its long term obligations, support its working
capital needs, and curtailing ongoing losses by generating
profitable revenue levels. Biosearch's independent auditors in March
of 1999 expressed the opinion that "There is no assurance that the
Company's operations will generate sufficient cash flow to meet its
obligations or that the Company has the ability to obtain additional
financing as required, which raises substantial doubt about the
Company's ability to continue as a going concern." It is the opinion
of Mr. Dyck that Biosearch has value as a going concern only if it
is acquired in a transaction that enables the acquirer 1. to have
access to Biosearch's FDA registrations, ISO and CE qualifications,
and 2. to incorporate Biosearch's technology and existing products
and services into a related and synergistic business.
e. Absence of Offers: There have been no previous purchases of
shares of Biosearch stock in the past eighteen months either by
Biosearch or by any affiliates of Biosearch. Biosearch has received
no firm offers (and is not aware of any firm offers) from any person
other than Hydromer to merge or consolidate, sell or transfer all or
substantially all of its assets, or sell securities which would
enable the holder to exercise control of Biosearch.
f.Opportunity to Liquidate Shares of Stock: In addition to the
factors listed above, Mr. Dyck considered that this transaction
offered unaffiliated Biosearch shareholders the opportunity to
liquidate their share holdings at a fixed price, with a premium to
the market price, and without incurring brokerage costs or driving
down the market price in a relatively non liquid market.
g. Other: Martin C. Dyck, President and Director of the Issuer has
reviewed both the fairness opinion of Wharton Valuation Associates
provided to Biosearch and the reports of Howard Lawson & Co.
provided to the Board of Hydromer, (see Item III below) and the
deliberations of the Biosearch Board and the Hydromer Acquisition
Committee and believes, based upon these reports, and deliberations,
that this transaction is fair to unaffiliated security holders of
Biosearch.
E. HYDROMER
1. PROCEDURAL FAIRNESS
Hydromer believes that this transaction is procedurally fair to
unaffiliated security holders of Biosearch.
a.The transaction was negotiated by the directors of Biosearch and
the Acquisition Committee of Hydromer without the participation of
Manfred F. Dyck, who is a common director of both the Issuer,
Biosearch, and the acquirer, Hydromer. Mr. Dyck (and his wife,
Ursula M. Dyck, a director of Hydromer) absented themselves from
discussions of the transaction and abstained from participating in
the negotiation of the transaction.
b.Biosearch commissioned Wharton Valuation Associates to render a
fairness opinion as to the transaction, and Hydromer commissioned a
valuation of the shares of Biosearch by Howard Lawson and Company
(See section III below).
c.Absence of Certain Procedures: The transaction is not structured
to require the approval of at least a majority of unaffiliated stock
holders. No unaffiliated representative acting solely on behalf of
the unaffiliated shareholders was retained to negotiate the terms of
this transaction, or to prepare a report concerning the fairness of
this transaction. However, Hydromer believes that this transaction
is fair to the unaffiliated shareholders of Biosearch
notwithstanding the absence of such procedures, because all
Biosearch shareholders are treated equally, and a fairness opinion
was received by Biosearch which confirms that both the value of
Biosearch
-17-
<PAGE>
shares and the fairness of the transaction to all Biosearch
shareholders, including but not limited to unaffiliated
shareholders. Further, the transaction was unanimously approved by
the independent, non-employee directors of Biosearch and Hydromer.
2. SUBSTANTIVE FAIRNESS
Hydromer believes that this transaction is substantively fair to the
unaffiliated shareholders of Biosearch, taking into consideration the
following factors:
a.Current and Historical Market Prices: The exchange price of $0.20
per share represents a premium over the current market price ($0.12)
of the Common Stock at the time of the approval of this transaction
in May of 1999, and over historical market prices. Except for a
one-time purchase at a price of $0.50 per share in the second
quarter of 1999, which the Hydromer Acquisition Committee did not
consider meaningful (see Share Price of Company) Biosearch shares
had not traded at or above the exchange price for almost a year
before this exchange transaction was agreed upon ($0.22 in the
second quarter of 1998). In the last two years, Biosearch shares
have hit quarterly highs of $0.22 to $0.28 (fourth quarter 1997),
and have traded as low as $0.06 to $0.08 (third and fourth quarters
of 1998 respectively). See Share Price of the Company. Biosearch
shares are not traded on any exchange or quoted on the National
Association of Securities Dealers Automated Quotation (NASDAQ)
system. The shares are traded in the over-the-counter market and
quoted in the "Pink Sheets." The shares are thinly traded, with only
a few thousand shares being traded monthly in 1999 and virtually non
liquid. Biosearch's weak financial status makes it highly unlikely
that Biosearch will qualify for listing on any exchange or on the
NASDAQ system at any time in the foreseeable future, and unlikely
that the shares will be any more liquid than they are now.
b.Net Book Value: The net book value per share of Biosearch since
December, 1998 was:
As of 12/31/98-$0.04;
as of 3/31/99-$0.22
as of 6/30/99-$0.26.
The increase since December of 1998 was primarily due to two
extraordinary transactions, one with Bard, described above, and the
second a License to Applied Medical Resources, which resulted in a
payment of $ 125,000 to the Company. Although the exchange price of
$0.20 is less then the net book value per share as of March or June
1999, it is the opinion of Hydromer that net book value per share is
not necessarily a measure of true value, but rather an accounting
concept based upon the historic cost of certain assets. Furthermore,
a main component of Biosearch's assets is "other current assets"
which consists primarily of a prepaid lease in a building owned by
Hydromer. This lease is not a freely marketable asset, and is not
valuable to any party other than Biosearch, as Hydromer has the
authority to prevent any assignment or sublease by simply repaying
the unused portion of any pre-paid rent. In any case, the lease will
come off the books upon completion of this transaction. If the value
of the lease is deducted from the net book value, the net book value
per share of Biosearch is closer to the market price of $0.12 per
share. Except for the fourth quarter of 1998, when Biosearch's net
book value per share was $0.04, Biosearch's stock has historically
traded well below its book value per share.
c.Liquidation Value: Hydromer understands that Biosearch has no
plans to liquidate. Further, if Biosearch did liquidate, Hydromer is
of the opinion that Biosearch would not realize the full value of
its assets, owing to the facts that winding up costs would be
incurred, FDA registration, ISO and CE qualifications would not be
transferable in liquidation, and inventory and equipment would have
to be disposed of on a forced sale basis. Biosearch's valuation
expert determined the liquidation value of Biosearch to be $0.15 per
share. The exchange price represents a premium of one third over the
liquidation value.
d.Going Concern Value: Biosearch has reported annual operating
losses for the last seven years, and net losses for six of the last
seven years. Biosearch has reported for some time that its ability
to continue as a going concern was dependent upon its success in
generating sufficient cash flow or obtaining additional financing as
required to meet its long term obligations, support its working
capital needs, and curtailing ongoing losses by generating
profitable revenue levels. Biosearch's independent auditors in March
of 1999 expressed the opinion that "There is no assurance that the
Company's operations will generate sufficient cash flow to meet its
obligations or that the Company has the ability to obtain additional
financing
-18-
<PAGE>
as required, which raises substantial doubt about the Company's
ability to continue as a going concern." It is the opinion of
Hydromer that Biosearch has value as a going concern only if it is
acquired in a transaction that enables the acquirer 1. to have
access to Biosearch's FDA registrations, ISO and CE qualifications,
and 2. to incorporate Biosearch's technology and existing products
and services into a related and synergistic business.
e. Absence of Offers: There have been no previous purchases of
shares of Biosearch stock in the past eighteen months either by
Biosearch or by any affiliates of Biosearch. Biosearch has received
no firm offers (and is not aware of any firm offers) from any person
other than Hydromer to merge or consolidate, sell or transfer all or
substantially all of its assets, or sell securities which would
enable the holder to exercise control of Biosearch.
f.Opportunity to Liquidate Shares of Stock: In addition to the
factors listed above, the board of directors of Biosearch considered
that this transaction offered unaffiliated Biosearch shareholders
the opportunity to liquidate their share holdings at a fixed price,
with a premium to the market price, and without incurring brokerage
costs or driving down the market price in a relatively non liquid
market.
g. Other: The Board of Directors of Hydromer has reviewed both the
fairness opinion of Wharton Valuation Associates provided to
Biosearch and the reports of Howard Lawson & Co. provided to the
Board of Hydromer, (see Item III below) and the deliberations of the
Biosearch Board and the Hydromer Acquisition Committee and believes,
based upon these reports that this transaction is fair to
unaffiliated security holders of Biosearch.
F. ROBERT J. MORAVSIK
Preliminary Statement: Mr. Moravsik served as counsel to Biosearch during
the pendency of this transaction. The following statements set forth facts
previously disclosed, and Mr. Moravsik's evaluation of those facts as an
executive officer of Biosearch. The following statements do not constitute
legal opinions or legal advice. Except as to matters specifically
disclosed herein, and matters not otherwise subject to attorney-client
privilege, that privilege is not waived.
1. PROCEDURAL FAIRNESS
Robert J. Moravsik believes that this transaction is procedurally fair to
unaffiliated security holders.
a.The transaction was negotiated by the directors of Biosearch
without the participation of Manfred F. Dyck, who is a common
director of both the Issuer, Biosearch, and the acquirer, Hydromer.
Mr. Dyck (and his wife, Ursula M. Dyck) absented themselves from
discussions of the transaction and abstained from participating in
the negotiation of the transaction.
b.Biosearch commissioned Wharton Valuation Associates to render a
fairness opinion as to the transaction (See section III below)
c. Absence of certain procedures: This transaction is not structured
to require the approval of at least a majority of unaffiliated
security holders of Biosearch. No unaffiliated representative acting
solely on behalf of the unaffiliated shareholders was retained to
negotiate the terms of this transaction, or to prepare a report
concerning the fairness of this transaction. However, Mr. Moravsik
believes that this transaction is fair to the unaffiliated
shareholders of Biosearch notwithstanding the absence of such a
procedures, because all Biosearch shareholders are treated equally,
and a fairness opinion was received by Biosearch which confirms that
both the value of Biosearch shares and the fairness of the
transaction to all Biosearch shareholders, including but not limited
to unaffiliated shareholders. Further, the transaction was
unanimously approved by the independent, non-employee directors of
Biosearch.
2. SUBSTANTIVE FAIRNESS
Robert J. Moravsik believes that this transaction is substantively fair to
the unaffiliated shareholders of Biosearch, taking into consideration the
following factors:
a. Current and Historical Market Prices: The exchange price of $0.20
per share represents a premium over the current market price ($0.12)
of the Common Stock at the time of the approval of this transaction
in May of 1999, and over historical market prices. Except for a
one-time purchase at a price of $0.50 per share in the second
quarter of 1999, which Mr. Moravsik does not consider meaningful
(see Share Price of Company), Biosearch shares had not
-19-
<PAGE>
traded at or above the exchange price for almost a year before this
exchange transaction was agreed upon ($0.22 in the second quarter of
1998). In the last two years, Biosearch shares have hit quarterly
highs of $0.22 to $0.28 (fourth quarter 1997), and have traded as
low as $0.06 to $0.08 (third and fourth quarters of 1998
respectively). See Share Price of the Company. Biosearch shares are
not traded on any exchange or quoted on the National Association of
Securities Dealers Automated Quotation (NASDAQ) system. The shares
are traded in the over-the-counter market and quoted in the "Pink
Sheets." The shares are thinly traded, with only a few thousand
shares being traded monthly in 1999 and virtually non liquid.
Biosearch's weak financial status makes it highly unlikely that
Biosearch will qualify for listing on any exchange or on the NASDAQ
system at any time in the foreseeable future, and unlikely that the
shares will be any more liquid than they are now.
b.Net Book Value: The net book value per share of Biosearch since
December, 1998 was:
As of 12/31/98-$0.04;
as of 3/31/99-$0.22
as of 6/30/99-$0.26.
The increase since December of 1998 was primarily due to two
extraordinary transactions, one with Bard, described above, and the
second a License to Applied Medical Resources, which resulted in a
payment of $ 125,000 to the Company. Although the exchange price of
$0.20 is less then the net book value per share as of March or June
1999, it is the opinion of Mr. Moravsik that net book value per
share is not necessarily a measure of true value, but rather an
accounting concept based upon the historic cost of certain assets.
Furthermore, a main component of Biosearch's assets is "other
current assets" which consists primarily of a prepaid lease in a
building owned by Hydromer. This lease is not a freely marketable
asset, and is not valuable to any party other than Biosearch, as
Hydromer has the authority to prevent any assignment or sublease by
simply repaying the unused portion of any pre-paid rent. In any
case, the lease will come off the books upon completion of this
transaction. If the value of the lease is deducted from the net book
value, the net book value per share of Biosearch is closer to the
market price of $0.12 per share. Except for the fourth quarter of
1998, when Biosearch's net book value per share was $0.04,
Biosearch's stock has historically traded well below its book value
per share.
c.Liquidation Value: Biosearch has no plans to liquidate. Further,
if Biosearch did liquidate, Mr. Moravsik is of the opinion that
Biosearch would not realize the full value of its assets, owing to
the facts that winding up costs would be incurred, FDA registration,
ISO and CE qualifications would not be transferable in liquidation,
and inventory and equipment would have to be disposed of on a forced
sale basis. Biosearch's valuation expert determined the liquidation
value of Biosearch to be $0.15 per share. The exchange price
represents a premium of one third over the liquidation value.
d.Going Concern Value: Biosearch has reported annual operating
losses for the last seven years, and net losses for six of the last
seven years. Biosearch has reported for some time that its ability
to continue as a going concern was dependent upon its success in
generating sufficient cash flow or obtaining additional financing as
required to meet its long term obligations, support its working
capital needs, and curtailing ongoing losses by generating
profitable revenue levels. Biosearch's independent auditors in March
of 1999 expressed the opinion that "There is no assurance that the
Company's operations will generate sufficient cash flow to meet its
obligations or that the Company has the ability to obtain additional
financing as required, which raises substantial doubt about the
Company's ability to continue as a going concern." It is the opinion
of Mr. Moravsik that Biosearch has value as a going concern only if
it is acquired in a transaction that enables the acquirer 1. to have
access to Biosearch's FDA registrations, ISO and CE qualifications,
and 2. to incorporate Biosearch's technology and existing products
and services into a related and synergistic business.
e. Absence of Offers: There have been no previous purchases of
shares of Biosearch stock in the past eighteen months either by
Biosearch or by any affiliates of Biosearch. Biosearch has received
no firm offers (and is not aware of any firm offers) from any person
other than Hydromer to merge or consolidate, sell or transfer all or
substantially all of its assets, or sell securities which would
enable the holder to exercise control of Biosearch.
-20-
<PAGE>
f.Opportunity to Liquidate Shares of Stock: In addition to the
factors listed above, Mr. Moravsik considered that this transaction
offered unaffiliated Biosearch shareholders the opportunity to
liquidate their share holdings at a fixed price, with a premium to
the market price, and without incurring brokerage costs or driving
down the market price in a relatively non liquid market.
g. Other: Robert J. Moravsik, has reviewed both the fairness opinion
of Wharton Valuation Associates provided to Biosearch and the
reports of Howard Lawson & Co. provided to the Board of Hydromer,
(see Item III below) and the deliberations of the Biosearch Board
and the Hydromer Acquisition Committee and believes, based upon
these reports, and deliberations, that this transaction is fair to
unaffiliated security holders of Biosearch.
III. The following reports have been received:
1. Biosearch has received a fairness opinion from Wharton Valuation
Associates, Inc. ("WVA")attached as Exhibit B.
2. Hydromer received a Report of Howard Lawson & Company dated March 18, 1998
entitled "Materials Prepared for Preliminary Discussion of Valuation
Issues in Connection with Target Transaction" (hereinafter "Lawson I").
3. Hydromer also received a Report of Howard Lawson & Company entitled
"Valuation of Certain Shares of Biosearch Medical Products, Inc."
(hereinafter "Lawson II"). Lawson II has a valuation date of May 17, 1999
and an issue date of June 4, 1999.
4. Hydromer also received a letter from Howard Lawson & Co. dated June 18,
1999 (hereinafter "Lawson Letter")which indicated that if projected income
of Biosearch was significantly below the projections used in Lawson II, or
that if rights were transferred to a third party prior to closing, that
the value of Biosearch could be impaired.
5. Hydromer also received a report in mid -1998 from its auditors, Rosenberg
Rich Baker Berman & Co. entitled "Project Comet," which set forth certain
pro-forma balance sheets for Biosearch and Hydromer as if the companies
were combined under different scenarios (hereinafter the "RBB Report").
Wharton Valuation Associates of West Trenton, NJ is a consulting firm engaged
primarily in the valuation of business interests and also in providing advice in
connection with mergers, acquisitions, divestitures and similar capital
transactions. Although the firm has been in existence for eight years, its
managing directors have a combined total of more than 60 years of experience
performing valuations and acting as financial advisers to corporations and their
shareholders. Its valuations are performed in connection with a variety of
planning and transactional applications, including: mergers, acquisitions and
divestitures; initial public securities offerings; private placement of debt and
equity; employee stock ownership and incentive stock option plans; bankruptcies,
reorganizations and recapitalization; estate, gift and income tax planning and
compliance; litigation involving business and securities valuation issues; and
general corporate and shareholder planning.
WVA was recommended by Biosearch's auditors and interviewed directly by the
Board of Directors of Biosearch. Biosearch considered other advisors, but
concluded that WVA was well qualified and reasonably priced.
WVA has no material relationship to Biosearch or its affiliates, and no
compensation is to be received by WVA except for its engagement fee. The amount
of consideration was negotiated by Biosearch with the advice of WVA.
WVA reviewed and summarized the balance sheets and income statements of
Biosearch for the years 1993 through 1998 and the balance sheet and income
statement at the end of the first quarter of 1999. WVA also did a discounted
cash flow analysis of Biosearch using the same projections provided to Hydromer
and Hydromer's advisors. However, WVA included a calculation for the present
value of net operating loss carry forwards, and subtracted from its total net
present value of Biosearch cash flows the cost of change of control liabilities
(estimated at $136,000 for these purposes). Using discount rates of 35%, 30% and
25%, WVA's calculations of the net present value of Biosearch cash flows were as
follows:
35% $275,361 $0.125 per share
30% $503,554 $0.229 per share
25% $858,011 $0.391 per share
Discount rates were based on WVA's knowledge of and business judgement regarding
the expected rates of return
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that were required by investors in the equity securities of companies with a
risk profile comparable to that of Biosearch.
This analysis were based on projections supplied by Biosearch and then further
projected for 17 more years based on an assumption of a 10% growth. The
Biosearch projections are based on the business judgement of Mr. Martin C. Dyck,
President and Mr. Robert Keller, CFO of the Company. Biosearch projection
indicate:
1999 2000 2001 2002 2003
Sales $1,855,300 $2,696,000 $3,526,000 $4,201,000 $4,851,000
Net Income (74,152) 140,301 128,813 421,988 718,138
(Company note: This forecast was done at the time the Company was in
negotiations with C.R.Bard for the sale of a coating machine which
was custom developed by Biosearch along with a proprietary coating
process relating to Intermittent Urinary Catheters. It was the
opinion of the Company that C.R. Bard could achieve a similar unit
sales volume as had been previously achieved with a prior client in
Europe (SIMS). This would result in an anticipated new sales revenue
in 1999 of $300,000; $500,000 in 2000; $900,000 in 2001; $1,125,000
in 2002 and $1,350,000 in 2003.
During this same time the Company was negotiating with three (3)
other large medical corporations for private label manufacturing and
contract coating services. It was believed that should all three of
these negotiations come to fruition an additional annual sales
revenue of $790,000 in 1999. Projections for the years 2000 to 2003
was $1,250,000, $1,525,000, $1,800,000, and $2,100,000 respectively.
To the extent that these expectations were to actually happen, it
was the Company's opinion that the year 1999 would be a turn around
year. The projections were done at a time that the Company had
doubts as to its continual existence coupled with the optimistic
possibility of new revenue creating opportunities which would give
Biosearch the opportunity to prolong it's survival. These
projections done in good faith by and approved by the President of
the Company, were made for the purpose of a fairness report by WVA
and for an evaluation report given by LAWSON and reflected this
optimism.)
WVA also performed a comparable company analysis. WVA reviewed the price to
revenue ratio and the price to book value ratio on companies which were sold and
it provided the requisite financing and transitional data. Price to book value
ratio ranged from .54 to 1.71; price to revenue ratio ranged from .47 to 6.99.
WVA selected from the range of values of appropriate ratios near the low end of
the ratio to reflect Biosearch's poor operating history and weak balance sheet.
It selected as comparables what it considered to be sufficiently large samples
of public companies engaged substantially in the design, development, production
and/or sale of medical instruments and devices. As part of its selection
process, WVA also stipulated meaningful financial and market data regarding
prospective comparables be available for use in its analysis.
Using that ratio, WVA calculated a preliminary indicated value for Biosearch and
subtracted from that value $200,000 which represented required working capital.
On a price/revenue basis, the indicated value of Biosearch was $771,129. On a
price/book value basis, the indicated value was $289,561. The average of these
two values was $530,345 or $0.242 per share.
WVA also performed an analysis of companies which were involved in sale/merger
transactions using the same ratios and methodology. WVA reviewed the price to
revenue ratio and the price to book value ratio on 12 public companies which
were sold. WVA selected from the range of values an appropriate ratio near the
low end of the range. Using that ratio, WVA calculated a preliminary indicated
value for Biosearch and subtracted from that value $200,000 which represented
required working capital. On a price/revenue basis, the indicated value of
Biosearch was $641,645. On a price/book value basis, the indicated value was
$64,363. The average of these two values was $353,004 or $0.161 per share.
Lastly, WVA performed a liquidating value analysis, adding to Biosearch current
liabilities the sum of $135,000 representing change of control liabilities. This
calculation resulted in an estimated liquidating valuation of $329,882 or $0.15
per share.
A valuation recap of all analyses showed the median share value to be $0.195 per
share and the mean share value to be $0.216. No instructions were delivered to
WVA from Biosearch or any Affiliate, other than as set forth in
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the WVA's proposal letter, and no limitations were placed upon WVA.
Subsequent to the submission of WVA's analysis, the change in control
liabilities dropped from $135,000 to $63,000. WVA has advised that the reduction
in this liability does not materially affect the validity of the analysis.
No instructions were delivered to WVA from Biosearch or any Affiliate, other
than as set forth in the WVA's proposal letter and the projections above and no
limitations were placed upon WVA.
The Fairness Opinion is annexed to the Proxy Statement, and will be distributed
to shareholders of Biosearch. In addition, the Fairness Opinion and the Wharton
Report will be made available for inspection and copying at the principal
executive offices of Biosearch during regular business hours by any interested
equity security holder of Biosearch or his representative who has been so
designated in writing. A copy of the Fairness Opinion and the Wharton Report
will be transmitted by Biosearch to any interested equity security holder of
Biosearch or his representative who has been so designated in writing, without
charge.
Howard Lawson & Co., Two Penn Center Plaza, Philadelphia, PA 19102, Howard
Lawson & Co are well known investment bankers in the New Jersey/Pennsylvania
area. The company provides investment banking services to senior management of
private and public companies. Services include financial plans for corporations
and their shareholders, valuations of securities and business interests, debt
and equity financing, litigation support, and advice and negotiations dealing
with changes in ownership, acquisitions and divestitures.
Howard Lawson was recommended by the counsel to Hydromer, Inc. and was selected
by Hydromer's management following interviews. Howard Lawson has no material
relationship to Biosearch or its affiliates, and no compensation is to be
received by Howard Lawson except for its engagement fee. The amount of
consideration was negotiated by Hydromer with the advice of Howard Lawson.
LAWSON I: This report was divided into 4 sections:
1. Summary five-year historical financial statements and trailing
twelve-month financial information as of September 30, 1997 for Hydromer
and Biosearch, taken from publicly available information.
2. An analysis of guideline public companies for Hydromer. Howard Lawson
selected 8 public companies comparable to Hydromer in lines of business,
growth rates, financial condition or size. The report compared public
market multiples of guideline companies to Hydromer, and summarized the
financial performance of the guideline group. The report also ranked the
guideline companies and Hydromer with respect to size, growth and
profitability, and provided detailed historical financial information for
each guideline company and Hydromer.
For parameters of absolute size and profit margin, the report showed
Hydromer to be last in ranking in terms of revenues and assets, but first
or second in EBIT, EBITDA and net income.
In terms of growth rate, Hydromer 3 year compound annual growth rate for
the following parameters was shown to be as follows:
Revenues: 19.3% (mean 16.5%; median 19.8%)
EBITDA: 53.0% (mean 21.0%; median 29.7%)
EBIT: 79.7% (mean 27.1%; median 34.5%)
Net Income 110.3% (mean 47.5%; median 47.2%)
For the parameters of relative performance, Hydromer's numbers were as
follows:
Return on Assets: 18.5% (mean 12.7%; median 12.3%)
Return on Equity: 19.9% (mean 18.5%; median 14.8%)
Return on Total Invested Capital: 19.9% (mean 15.8%; median 14.4%)
3. An analysis of guideline public companies for Biosearch. Howard Lawson
selected 8 public companies comparable to Biosearch in lines of business,
growth rates, financial condition or size. The report compared public
market multiples of guideline companies to Biosearch, and summarized the
financial performance of the guideline group. The report also ranked the
guideline companies and Biosearch with respect to size, growth and
profitability, and provided detailed historical financial information for
each guideline company and Biosearch.
For parameters of absolute size and profit margin, the report showed
Biosearch to be last in ranking in terms of revenues and assets, sixth in
EBIT, and EBITDA and seventh in net income.
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In terms of growth rate, Biosearch 3 year compound annual growth rate for
the following parameters was shown to be as follows:
Revenues: -11.3% (mean 18.8%; median 3.5%)
EBITDA: nmf (mean -0.5%; median -14.6%)
EBIT: 34.09% (mean 13.9%; median -6.7%)
Net Income 53.6% (mean -6.2%; median -9.5%)
For the parameters of relative performance, Biosearch's numbers were as
follows:
Return on Assets: -27.8% (mean -19.8%; median -11.6%)
Return on Equity: -60.0% (mean 7.3%; median -6.4%)
Return on Total Invested Capital: -34.8% (mean -28.0%; median -13.7%)
4. An analysis of guideline acquisitions. Howard Lawson provided a summary of
acquisitions of companies that were similar to Biosearch. The transactions
were completed between 1/1/97 and 3/3/98, and had a deal value of less
than $1 Million. The reports compared the transaction value to a number of
financial parameters of the target companies , and results were as
follows:
Transaction value to sales: mean 2.3 times; median 1.4 times
Transaction value to cash flow: mean 11.3 times, median 10.1 times
Transaction value to EBIT: mean 21.3 times; median 17.5 times
Transaction value to net income: mean 22.1 times; median 21.0 times
premium over market price 4 weeks before announcement: mean 47.1% median
2.8%
The Lawson I report highlighted the median figures as being the most relevant
for consideration.
No instructions were delivered to Howard Lawson except to describe the services
needed, and no limitations were placed upon Howard Lawson.
LAWSON II: This is a complete valuation report, including an opinion letter
setting forth Howard Lawson's opinion as to the value of Biosearch shares as of
May 17, 1999. In arriving at their opinion, Howard Lawson considered the
following factors:
1. The nature and history of Biosearch business
2. To the general economic outlook and the outlook for the medical
equipment industry
3. The book value of Biosearch and the financial condition of the company
4. The results of operations of Biosearch
5. The dividend paying capacity of Biosearch
6. Whether or not Biosearch has any goodwill or other intangible value
7. Past transactions in Biosearch common stock and
8. The market price of the stock of corporations engaged in the same or
similar lines of business as Biosearch.
Howard Lawson reviewed the following:
1. Financial statements of Biosearch for the years ended December 30, 1994
through December 31, 1998;
2. Financial statements of Biosearch for the three months ended March 31,
1998 and March 31, 1999;
3. Forecasted financial statements of Biosearch for the years ending
December 31, 1999 through December 31, 2003, provided by Biosearch;
4. Publicly available financial and market information regarding certain
companies which Howard Lawson deemed to be comparable to Biosearch.
5. Information regarding the business and its prospects derived from
discussions with the managements of Hydromer and Biosearch.
Howard Lawson considered all recognized valuation methodologies, placing
emphasis on those methods used to
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estimate fair market value under the assumption of Biosearch continuing as a
going concern.
Howard Lawson performed an asset purchase analysis of Biosearch based upon
estimated fair market values of Biosearch's fixed and intangible assets. Howard
Lawson used estimated values of $50,000 for tangible assets and $50,000 for
intangible assets. Assuming that tax loss carry forwards would be available to a
buyer, Howard Lawson estimated their value to be $250,000 to 300,000. They
concluded that on the basis of an asset purchase, and excluding all liabilities,
Biosearch had a value of $350,000 to $400,000 or $0.16 to $0.18 per share.
Howard Lawson also performed a discounted cash flow analysis to determine the
net present value of expected future cash flows of Biosearch, based upon
forecasts of future earnings, adjusted to reflect the probability of a range of
possible outcomes. Howard Lawson first calculated a weighted average cost of
capital ("WACC") for Biosearch. The WACC serves as an estimate of the required
rate of return for an investment of similar risk and capital structure. Howard
Lawson reviewed financial and market data of publicly traded guideline companies
and used the Gordon Growth Model to determine an implied cost of equity.
According to this model, the rate of return (k) is a function of the Company's
projected net income (I), market value (MV), and expected five year growth rate
(g). The formula is k=I/MV + g. Only one guideline company had five year growth
rates available and calculations using this methodology resulted in implied
equity costs of 42%. Biosearch did not have any debt, and Howard Lawson
therefore used the implied equity cost instead of a WACC.
Howard Lawson determined to calculate discounted cash flow at 45%. Assuming
first that Biosearch achieves approximately 41 percent of its forecast, and
using the discount rate of 45 percent, Howard Lawson calculations resulted in a
present value of cash flows of $161,000, or $0.15 per share. Assuming that
Biosearch achieved approximately 55 percent of its forecast, using the same
discount rate of 45 percent, Howard Lawson found the resulting present value of
cash flows to be $445,000 or $0.20 per share.
On the basis of their discussions with management and all materials reviewed,
and assuming that Biosearch can turn around its declining revenues in accordance
with its forecasts, it is the opinion to Howard Lawson that the fair market
value for Biosearch shares is $0.18-$0.20 per share as of the valuation date. No
instructions were delivered to Howard Lawson except to describe the valuation
services needed, and no limitations were placed upon Howard Lawson.
No instructions were delivered to Howard Lawson except to describe the valuation
services needed, and no limitations were placed upon Howard Lawson.
LAWSON LETTER: Subsequent to issuing Lawson II, Howard Lawson cautioned the
Hydromer Board that if projected income of Biosearch was significantly below the
projections used in Lawson II, or that if certain rights were transferred to a
third party prior to closing the transaction, that the value of Biosearch could
be impaired. In June of 1999, the Hydromer Board of Directors met and
specifically reviewed the points in the Lawson letter with management of
Hydromer. As to the projections, management reported that Biosearch's annualized
revenues through June of 1999 were well above the numbers needed to support the
Howard Lawson valuation of $0.20 per share, (Biosearch was at 144 % of forecast,
and needed only to be at 55% of forecast to support the Howard Lawson
Valuation). As to the purported "transfer of assets," this concern arose from
the Applied Medical Resources license entered into by Biosearch (see Description
of Business).
The Hydromer board inquired whether the license would undercut the ability of
the combined companies to generate new sales, a key point in the Board's
analysis (and Howard Lawson's valuation) of the proposed transaction with
BioSearch. Management assured the board that the license would not hamper any
new transactions, for the following reasons:
1. It did not include Hydromer's patented or proprietary coatings,
2. It was limited to the licensee's products and did not permit the
licensee to contract coat or private label products for other parties,
3. The license includes in part, proprietary primers not sold by Hydromer,
4. The licensee is sending contract coating business to BioSearch and
wanted the license only as back up for this coating arrangement in the
event BioSearch went out of the coating business for any reason.
The Board of Directors concluded that the license was not a transfer of assets
which would adversely affect the revenue of the combined companies.
CONSENT OF HOWARD LAWSON: Howard Lawson has declined to give its consent to the
inclusion of the foregoing
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description of Lawson I, Lawson II and the Lawson Letter in this Proxy. Howard
Lawson has taken the position that, despite the requirements of Rule 13E-3,
Hydromer does not have the right to publish this information, which was
originally prepared for the sole, confidential use of the Hydromer Board of
Directors. The issues raised in the Lawson Letter were not cited as a basis for
denial of consent.
Lawson I, Lawson II and the Lawson Letter will be made available for inspection
and copying at the principal executive offices of Biosearch during regular
business hours by any interested equity security holder of Biosearch or his
representative who has been so designated in writing. A copy of Lawson I, Lawson
II and the Lawson Letter will be transmitted by Biosearch to any interested
equity security holder of Biosearch or his representative who has been so
designated in writing, upon the written request and at the expense of the
requesting equity security holder.
As to the RBB Report.
Rosenberg Rich Baker Berman & Co., 380 Foothill Blvd. PO Box 6483, Bridgewater,
NJ 08807 are Certified Public Accountants and serve as Hydromer's auditors.
Hydromer selected Rosenberg Rich Baker Berman & Co. to provide certain financial
scenarios because they are familiar with Hydromer's financial statements and
qualified as CPA's to prepare pro forma statements. Rosenberg Rich Baker Berman
& Co. serves as Hydromer's auditors and is compensated on an hourly or project
basis for accounting services. Rosenberg Rich Baker Berman & Co. provided
background information only, and did not play any role in determining the
consideration paid by Hydromer. Management and the Board of Directors of
Hydromer desired to review the possible effect of the acquisition of the stock
of Biosearch on the balance sheet of Hydromer. Rosenberg Rich Baker Berman & Co.
prepared pro forma balance sheets assuming acquisition of Biosearch accounted
for by the purchase method and by the pooling method. Rosenberg Rich Baker
Berman & Co. was not asked for, and did not give any findings or
recommendations. No instructions were delivered to Rosenberg Rich Baker Berman &
Co. except to describe the accounting services needed, and no limitations were
placed upon Rosenberg Rich Baker Berman & Co. The RBB Report will be made
available for inspection and copying at the principal executive offices of
Biosearch during regular business hours by any interested equity security holder
of Biosearch or his representative who has been so designated in writing. A copy
of The RBB Report will be transmitted by Biosearch to any interested equity
security holder of Biosearch or his representative who has been so designated in
writing, upon the written request and at the expense of the requesting equity
security holder.
BUSINESS OF HYDROMER, INC.:
Hydromer, Inc. is a corporation organized in April of 1980. In September 1982 it
was spun off from the Company to exploit certain chemical coating technology
(chemicals that become dry on a surface but become slippery when wet) invented
by the Company in the industrial/medical device market place. Presently Hydromer
occupies 33% of the building that the Company leases from Hydromer. Hydromer
manufactures chemicals and performs R&D in the polymer coating markets.
Hydromer's annual sales for the year ending 6/30/98 were $2,360,570.
Hydromer intends to use the Company's currently under utilized facilities to
produce items that would otherwise have to be subcontracted. Hydromer also
believes that the Company's medical coating expertise will be a synergistic
addition to its own capabilities.
Hydromer and Biosearch are related parties (affiliated entities) because Manfred
F. Dyck holds a substantial amount of stock in both companies. A summary of the
relationships with the numbers computed on the basis of Biosearch's fiscal year
can be found under Proposal II, "Other Information Concerning Directors,
Officers and Stockholders"
Hydromer manufactures chemicals that are used as lubricous (slippery) coatings
on medical products and on industrial surfaces for anti-fog properties. Hydromer
also manufacturers chemicals that form gels intended for medical uses and
cosmetic components. Biosearch is a medical device manufacturer which has
developed expertise in the process of applying coating to various substrates.
Hydromer does not have the experience in applying its own coatings outside the
laboratory environment. In Hydromer's opinion the acquisition of Biosearch
brings with it this commercial technology which will allow Hydromer to
immediately expand the market for its patented products and related services
using these products to customers in the medical device marketplace because
Biosearch is registered with the FDA and has an ISO 9000 registration.
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DIRECTORS AND OFFICERS OF HYDROMER, INC.
Directors:
MANFRED F. DYCK, age 63, Chief Executive Officer of Biosearch Medical
Products, Inc.(since 1975) and Hydromer, Inc. since July of 1989; Chairman
of the Board of Hydromer since June 1983; President of Hydromer from 1980
to June 1983 and thereafter since July 1989. Director of Biosearch since
1975; Director of Hydromer since 1980. Manfred and Ursula Dyck are husband
and wife, Martin C. Dyck, President of Biosearch is their son. He holds
1,682,172 shares or 38.5% in Hydromer.
MAXWELL BOROW, M.D., age 72, Medical Doctor, retired Chief of Surgery at
Somerset Medical Center (hospital) from 1985-1994, Chief of Vascular
Surgery at Somerset Medical Center from 1978-1985; Director of the
Hydromer since 1990. He holds 6000 shares or <1% in Hydromer.
URSULA M. DYCK, age 64; Director of Hydromer since 1980. Ursula and
Manfred F. Dyck are wife and husband. She holds 158,076 shares or 3.6% in
Hydromer.
DIETER HEINEMANN, age 60; Specialist, Frankfurt, Germany Stock Exchange
since prior to 1987. Director of the Company since 1991. He holds 565,125
shares or 12.9% in Hydromer.
ROBERT H. BEA, age 45; Vice President of Quality Assurance & Regulatory
Affairs at Siemens Hearing Instrument, Inc. since 1994; Vice President of
Quality Assurance and Regulatory Affairs for Biosearch from 1992-1994;
Previously, he worked at Johnson & Johnson where he held positions of
increasing responsibility in Quality/Regulatory affairs from 1973-1991.
Director of Hydromer since 1996. He holds no shares in Hydromer.
EXECUTIVE OFFICERS OF HYDROMER:
Manfred F. Dyck has been Chairman of the Board of Hydromer since June 1983
and a Director of Hydromer since its inception. Mr. Dyck served as Chief
Executive Officer of Hydromer from its inception until October of 1986,
and as of August 1989, reassumed the duties of Chief Executive Officer.
Mr. Dyck has been Chief Executive Officer of Biosearch since 1975.
Robert Keller has been Principle Accounting Officer of Hydromer since June
1999. Mr. Keller is Vice President and Chief Financial Officer of
Biosearch since 1995. Prior to this he was Vice President and Chief
Financial Officer of Mailing Services.
Joseph A. Ehrhard has been Vice President of New Business and R&D of
Hydromer since September 1997. Prior to joining Hydromer, Mr. Ehrhard was
Director of R&D for the Golden Cat Division of Ralston-Purina in St.
Louis, Mo. Mr. Ehrhard was previously Director of R&D in Worldwide
Absorbent Products and Materials Research for Johnston and Johnston in New
Jersey. From June 1987 through January 1995, he was in R&D at Procter &
Gamble Company, most recently as Section Head of Global New Technology
Development in Personal Cleansing in Cincinnati, OH.
Robert J. Moravsik has been Vice President and General Counsel of Hydromer
since April 1998. He also serves in the same capacity for Biosearch. Prior
to that he was Vice President and General Counsel to Fisher Stevens, Inc.
a subsidiary of the Bureau of National Affairs.
Robert D. Frawley has been secretary of Hydromer since 1984. Mr. Frawley
has been an attorney in private practice since December 1985. He counsel
to the law firm of Smith, Stratton, Wise, Heher and Brennan, Princeton,
New Jersey since February 1994. From December 1983 to December of 1985,
Mr. Frawley was Vice President-Corporate Counsel and Secretary of
Biosearch.
SUMMARY OF MATERIAL FEATURES OF THIS EXCHANGE:
a. The Board of Directors have proposed that each stockholder vote for the
exchange (sale) of each of their common shares of the Company for a
payment of $0.20. Once approved by a majority of the votes cast at the
meeting, Biosearch stock certificates will be evidence to receive $0.20
times the number of shares held.
b. Both Hydromer and Biosearch represent to each other that they are valid
companies and they can enter into this exchange if approved by the
Biosearch shareholders.
c. Either company can terminate the exchange if in the opinion of either
Board of Directors there is a material change in the business of the
other. One specific requirements is that Biosearch's current debt,
excluding debt to Hydromer cannot exceed $100,000. In the opinion of
Biosearch, it feels this condition can be achieved if
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there is no further material delay in closing this transaction.
d. In addition, the President of the Company, Martin C. Dyck has been
offered employment with Hydromer, Inc. as the Vice President of Operation
at a salary of $110,000 per year. He will also be given options to
purchase 10,000 shares of Hydromer, Inc. at the 5 day rolling average
market price prior to the Effective Date. Mr. Martin C. Dyck will remain
as President of Biosearch Medical Products, Inc. at a salary of
$1.00/year. In consideration, Mr. Martin C. Dyck agreed to waive a "change
of control" payment of $72,000 which was awarded in June of 1998. Four
other key employees were also awarded a "change of control payment", which
Hydromer, Inc. has agreed to allow to be paid ($64,000)
e. From time to time the Company has issued options (there are no warrants
outstanding) to its key employees. Hydromer will pay these employees the
difference between .20 and the option price if under .20 time the shares
represented by the option certificate. Mr. Manfred F. Dyck holds the
greatest amount of option for which he will receive $776. To the extent
the option price is higher then $.20 they will be allowed to expire.
f. Manfred F. Dyck owns 344,720 shares of the Common Stock of Biosearch
(options, shares held in trust or beneficially owned by others are
excluded) and will be paid a total of $68,944 in exchange for his shares.
Martin C Dyck owns an aggregate of 4,654 (excluding options) shares of
Common Stock of Biosearch and will be paid an aggregate of $931 in
exchange for his shares. Both Manfred F. Dyck's and Martin C. Dyck's
interest in the net book value and net earnings of Biosearch will be
proportional to their respective share holdings in Hydromer. Manfred F.
Dyck holds approximately 47% of the outstanding shares of Hydromer, and
Martin C. Dyck holds less than one percent of the outstanding shares of
Hydromer. As Biosearch will be a wholly-owned subsidiary of Hydromer,
Hydromer will have a 100% interest in the net book value and net earnings
of Biosearch.
g. It is anticipated that the duration between the stockholders approval
and the closing of the exchange (upon filing in the N.J. Division of
Commercial Recording per New Jersey Law), will be less then two weeks). It
is further anticipated that notices to shareholders to send in their
certificates will be done within 4 weeks. Shareholders will send in their
certificates and a form requiring their social security number and
certification in the absence of backup withholding. Payment in the form of
a check will be sent as soon as possible.
ACCOUNTING TREATMENT:
The proposed transaction is a business combination accounted for under the
purchase method, effective on the date of the transaction. Balance sheet
elements of both companies will be combined on the effective date. The monies
paid to the stockholders for their exchange of Biosearch stock along with the
fees and costs associated with the acquisition will be accounted for on
Hydromer's balance sheet as an investment in a subsidiary. The consolidated
stockholders equity that remains on the effective date will go to Hydromer
(Biosearch's stockholders' equity will be eliminated upon consolidation). Assets
of Biosearch Medical Products, Inc. will be appraised and recorded at their fair
value on the consolidated balance sheet. Any difference between the amount paid
to Biosearch stockholders (the Purchase Price) and the fair value of Biosearch
will result in good will. This goodwill will be amortized over 20 years. This
amortization is not deductible for tax purposes.
Fixed assets will be recorded at fair value as of the close of business on the
effective date. Any balances between Hydromer and Biosearch, such as trade
payables and receivables, prepaid and deferred rent, will be eliminated in
consolidation.
FEDERAL INCOME TAX CONSEQUENCES:
The exchange (form of sale) of Common Shares into the right to receive cash
pursuant to the Plan of Exchange will be a taxable transaction for federal
income tax purposes under the Internal Revenue Code as amended ("the CODE"), and
may also be a taxable transaction under applicable state, local and other tax
laws.
In general, a stockholder will recognize gain or loss equal to the difference
between the tax basis of his shares and the amount of cash received under this
exchange. Such gain or loss will be treated as a capital gain or loss if the
shares are capital assets in the hands of the stockholder.
The tax consequences described in the preceding paragraph may not apply to (i)
shares acquired upon the exercise of incentive stock options or otherwise as
compensation, and (ii) certain non-resident aliens and foreign corporations and
stockholders who are subject to special tax treatment under the Code.
Each stockholder is urged to consult his own tax advisor as to the particular
state, local, foreign and other tax
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consequences, in light of a particular set of specific circumstances.
DIVIDENDS:
The Company has never paid dividends and no dividends are in arrears.
BOOK VALUE OF COMPANY
The Book value per share of the Company for the past 5 years has been:
As of 12/31
1994 1995 1996 1997 1998
$1.46 1.08 0.68 0.43 0.04
(Note) In February of 1999 the Company sold a coating machine and licensed
certain technology to C.R. Bard, Inc. for a total price of $650,000 of
which $200,000 was paid as an advance. This extraordinary transaction
raised the book price of the Company on March 30, 1999 to $0.22. In the
second quarter a license was granted to Applied Medical resources for
$150,000. This raised the book value per share as of 6/30/99 to $0.26
PRICE OF SECURITIES BEFORE AND AFTER PUBLIC ANNOUNCEMENT ON MAY 13, 1999.
before public announcement- $0.12
after public announcement- $0.16
SHARE PRICE OF COMPANY
The Company currently trades on the "pink sheets" which is a form of "over the
counter". If a buyer or seller wishes to buy or sell shares they must contact a
broker who will conduct a search to see if there are any other sellers or buyers
of stock at the price desired. The share price of the Company stock over the
last 2 years was:
1999 Q1 - $0.06 to 0.16
Q2 - $0.09 to 0.18 (In early Q2 there was trading at $0.50
traced to a purchases by a Fla. investment
group, not considered as meaningful by any
filing person after consulting the opinions
set forth in the Wharton Report and the
Lawson Two report) . No further
investigation was done as the stock price
settled back to a bid/ask of 0.12-0.18.
Q3 - $0.12 to 0.14
1998 Q4 - $0.08 to 0.11
Q3 - $0.06 to 0.14
Q2 - $0.14 to 0.22
Q1 - $0.19 to 0.22
1997 Q4 - $0.09 to 0.28
Q3 - $0.09 to 0.19
Q2 - $0.09 to 0.19
Q1 - $0.12 to 0.22
REGULATORY REQUIREMENTS:
Completing this transaction will result in the Company having only one
stockholder (it has gone private). The Company will still stay in existence and
retain all its rights and liabilities. No regulatory approval is required other
then an acknowledgement of an environmental filing with the N.J. State
Department of Environmental Protection.
Such filing has been completed and approved.
Hydromer, Inc. and the Company and certain affiliated persons, must comply with
the requirements of S.E.C. Rule 13 E 3 which will be filed at the same time as
this proxy is mailed to the stockholders.
BIOSEARCH, INC. WILL "GO PRIVATE"
If the proposed transaction is completed, the Company will no longer have a
filing obligation pursuant to any Securities Laws as it will have only one
stockholder. Its' stock will no longer be registered under Section 12 of
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the Exchange Act. Registration under the exchange act is meant to cause a
registrant to fully disclose certain characteristics to it stockholders. Not
being registered with one remaining stockholder has no material consequences to
any other party but that one stockholder which can exercise its ability to
install directors who will report on operating matters internally. If the
present stockholder desire to be part of the future of Biosearch, they can
purchase shares of Hydromer stock on the open market.
At present, the acquiring company, Hydromer, Inc. does not own any shares of
Common Stock in the Company although it is considered an affiliate because of
stock owned in both companies by Manfred F. Dyck who is C.E.O. of both Hydromer
and Biosearch. Existing stockholders will be paid $0.20 for each share of
Biosearch Common Stock held by them and will no longer be shareholders of
Biosearch.
SOURCE OF FUNDS/FEES
Hydromer, Inc. will pay for the exchange of the 2,202,878 outstanding shares at
$0.20 per share ($440,576) out of cash reserves. Total expenses and anticipated
fees or costs to be paid in connection with this transaction are estimated to
be:
Exchange of common stock $440,576
Legal - $27,000 (outside counsel used by Hydromer)
Fairness opinion - 27,500 (the Wharton Fairness Report to Biosearch)
Evaluation - 30,000 (the Lawson evaluation reports to Hydromer)
Accounting - 16,000 (analysis/responding to SEC comments)
Solicitation - 3,600
Edgarizing - 12,000 (electronic filing with SEC, keying
reports)
Printing - 7,000
Proxy solicitation - 3,600
Exchange of money
for certificates - 3,000
Filing fees
(Form 13 E 3) - 88
TOTAL $570,364
FAIRNESS OPINION:
The Company has retained Jeffrey F. Nelson of Wharton Valuation Associates, Inc.
to investigate this transaction and render an opinion as to its fairness. The
Board of Directors has relied on this report in recommending to the stockholders
to vote FOR this exchange. The report is attached as Exhibit B.
MATERIAL CONTRACTS WITH HYDROMER:
Hydromer, Inc. is defined as an affiliated party as Mr. Manfred F. Dyck, the CEO
of the Company owns 42% of the outstanding stock of Hydromer, Inc.
Please refer to "Other Information Concerning Directors, Officers and Other
Stockholders"
FURTHER INFORMATION ABOUT THE COMPANY
DESCRIPTION OF BUSINESS
Biosearch Medical Products Inc. was incorporated in the State of New Jersey in
1975 and went public in 1982 with its initial public offering. The Company
received ISO 9000 certification in October 1996, which is needed to sell
products in Europe. The Company's two year supply agreement with Sherwood
Medical, based on the sale of licensed and sub-licensed technology in May 1994,
expired in early 1997. During 1996, the Company developed and sold, on an OEM
basis, hydrophilically coated intermittent urinary catheters to Smith Industries
Medical Systems/ Portex Ltd. The Company had no signed agreement with Smith
Industries Medical Systems/ Portex Ltd.and all dealing were on a purchase order
basis. In early 1998, the Company was near completion on its current commitment,
and requested that a new purchase order be issued to keep production flowing
uniformly. Due to some internal problems with a product launch by SIMS/Portex,
the company was told there would be no purchase orders coming for at least one
year. This was a devastating situation for the Company and forced it to look
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elsewhere for another partner. In discussions with C.R.Bard, it became evident
that their United Kingdom subsidiary was interested in a hydrophilically coated
intermittent urinary catheter to compete with Astra Pharmaceuticals " Lo-Fric"
catheter. The company signed a standstill agreement in August 1998 in which
C.R.Bard paid the Company $100,000 for the right to negotiate the sale of the
coating technology and the related coating machine to C.R.Bard. The standstill
agreement was for thirty days and after the period was over the agreement was
extended for an additional forty five days for an additional $100,000. The
agreement was finally consummated in February 1999 and C.R.Bard acquired the
worldwide exclusive rights to the coating technology for $400,000 and the
related coating machine for $250,000. The Company also agreed to produce and
sell intermittent urinary catheters to C.R.Bard, at an agreed price, until
C.R.Bard decides to produce the catheters themselves.
The Company has also entered into OEM relationships with Wilson-Cook Medical and
U.S. Endoscopy Group to produce and sell Bi-Polar Coagulation probes on a
purchase order by purchase order basis.
With these OEM relationships with Wilson-Cook and U.S. Endoscopy along with our
other OEM relationship with C.R.Bard, for both the intermittent urinary
catheters and jejunal feeding tubes, the Company feels its niche is in its OEM
capabilities and will continue to look for other opportunities in that area.
During 1998 the Company continued to advertise its coating capabilities in
various publications and also developed most of its own coatings, allowing it to
use these developed coatings on various substrates. Applied Medical Resources
entered into an agreement with the Company in which they purchased the
non-exclusive worldwide rights to certain proprietary coatings for use on
urological and surgical products for $150,000.
The Company believes its ability to continue as a going concern depends on its
ability to attract new OEM business and its expertise at coating various
products with its own proprietary coatings, which it believes will attract new
customers and new revenues to the Company.
PRINCIPAL PRODUCTS/SERVICES
1. ANORECTAL BIOFEEDBACK SYSTEMS FOR FECAL INCONTINENCE AND CONSTIPATION: The
hand held electronic monitor is connected to the silicone probe and
inserted rectally by the patient who then uses the monitor to visualize
the slightest movements of the muscles of continence.
Distribution methods: The product is distributed via direct Internet
communication with a patient who submits a physicians prescription along
with payment. However, the majority of product is distributed via several
international dealer organizations.
Status of any publicly announced new product or service: Not applicable
Competition and competitive position in industry: The competition has been
growing steadily over the past few years by larger and better capitalized
corporations with dedicated sales forces and strong distribution channels.
It is estimated that Biosearch has a very small portion of the market and
our sales have been flat for the last three years.
Sources and availability of raw materials and names of principal
suppliers: Biosearch manufactures the silicone Probes and hand held
electronic patient monitors using components purchased from several
vendors. Some of these components are custom designed by Biosearch while
others are off the self. Availability of raw materials is not a concern
since these items can be out sourced from various sources including the
Biosearch designed components. For this reason there are no principal
supplies.
Dependence on one or a few major customers: Since the sales of this item
are spread out among direct Internet and several international dealers,
Biosearch is not dependant on one or a few major customers.
Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts: Not applicable
Government Approval: The FDA issued a 510(k) release for sale on June
1990. British Standards Institution awarded the "CE" approval for sale
into Europe on September 1998. No other governmental approval is required.
Effect of existing or probable governmental regulations: Products must be
manufactured in strict compliance to FDA Good Manufacturing Practice
guidelines and to ISO 9001 rules via the European Community directives.
Biosearch complies with these regulations and no change is foreseen.
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Estimated amount of time spent during the last two fiscal years on
research and development: No time was spent on this product line over the
past two fiscal years.
2. BIPOLAR ELECTRO COAGULATION PROBES: This product connected to
electrosurgical generator by the physician and used to coagulate bleeding
sites in the gastrointestinal tract. The physician places the probe
through an endoscope and makes contact with the bleeding site and probe
tip. The electrosurgical generator sends energy through the probe to the
bleeding site causing it to dry and stop bleeding.
Distribution methods: The majority of the product is distributed via
private label agreements with Wilson-Cook and United States Endoscopy,
Inc.. The remainder of product is distributed via several domestic and
international dealer organizations.
Competition and competitive position in industry: The competition has not
increased over the past few years. However, our position in the market has
improved substantially with the private label sales to Wilson-Cook. Our
actual position in the market is unknown.
Status of any publicly announced new product or service: Not applicable
Sources and availability of raw materials and names of principal
suppliers: Biosearch manufactures the Probes using components made by
Biosearch and some purchased from several vendors. Some of these
components are custom designed by Biosearch while others are off the self.
Availability of raw materials is not a concern since these items can be
out sourced from various sources including the Biosearch designed
components. For this reason there are no principal supplies and the raw
materials used are plentiful.
Dependence on one or a few major customers: Since the sales of this item
are spread out among United States Endoscopy and Wilson-Cook and several
domestic and international dealers, Biosearch is not dependant on one or a
few major customers.
Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts: Not applicable
Government Approval: The FDA issued a 510(k) release for sale on July
1991. British Standards Institution awarded the "CE" approval for sale
into Europe on September 1998. No other governmental approval is required.
Effect of existing or probable governmental regulations: Products must be
manufactured in strict compliance to FDA Good Manufacturing Practice
guidelines and to ISO 9001 rules via the European Community directives.
Biosearch complies with these regulations and no change is foreseen.
Estimated amount of time spent during the last two fiscal years on
research and development: No time was spent on this product line over the
past two fiscal years.
3. INDWELLING BILIARY STENTS: These are small catheters with a hydrophilic
coating that an Endoscopist places into the patients biliary ducts using
and endoscope and guidewire to restore the flow of bile from the gall
bladder . This flow of bile is essential for normal human digestion and
the devices are used in both terminal and non- terminal patients.
Distribution methods: The product is distributed via several international
dealer organizations. There is virtually not domestic sales due to the
lack of a specialized sales force and specialty dealers.
Competition and competitive position in industry: The competition had been
well entrenched prior to our entry into this market. These competitors are
larger and better capitalized corporations with dedicated sales forces and
strong distribution channels. It is estimated that Biosearch has a very
small portion of the market and our sales have been flat for the last
three years.
Status of any publicly announced new product or service: Not applicable
Sources and availability of raw materials and names of principal
suppliers: Biosearch manufactures the stents using plastic resin purchased
from several vendors Availability of raw materials is not a concern since
the resin can be purchased from various sources. For this reason there are
no principal supplies.
Dependence on one or a few major customers: Since the sales of this item
are spread out among several international dealers, Biosearch is not
dependant on one or a few major customers.
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Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts: Not applicable
Government Approval: The FDA issued a 510(k) release for sale on July
1990. British Standards Institution awarded the "CE" approval for sale
into Europe on September 1998. No other governmental approval is required.
Effect of existing or probable governmental regulations: Products must be
manufactured in strict compliance to FDA Good Manufacturing Practice
guidelines and to ISO 9001 rules via the European Community directives.
Biosearch complies with these regulations and no change is foreseen.
Estimated amount of time spent during the last two fiscal years on
research and development: No time was spent on this product line over the
past two fiscal years.
4. JUJUNOSTOMY CATHETERS: These are small feeding catheters with a
hydrophilic coating that an Endoscopist places into the patients jejunum
using and endoscope and guidewire. These catheters are used in conjunction
with a pre-existing per cutaneous endoscopic feeding catheter.
Distribution methods: The product is distributed only via private label
agreements with C.R. Bard and United States Endoscopy.
Competition and competitive position in industry: It is estimated that
through Bard and United States Endoscopy, Biosearch enjoys 50% of the
market share. However, the market mature and no real increases in sales
volume expected.
Status of any publicly announced new product or service: Not applicable
Sources and availability of raw materials and names of principal
suppliers: Biosearch manufactures the catheters using plastic resin and
components purchased from several vendors Availability of raw materials is
not a concern since the resin and components can be purchased from various
sources. For this reason there are no principal supplies.
Dependence on one or a few major customers: Bard is our major customer
accounting for 95% of the catheters sold.
Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts: Not applicable
Government Approval: The FDA issued a 510(k) release for sale in the late
1980's. British Standards Institution awarded the "CE" approval for sale
into Europe on September 1998. No other governmental approval is required.
Effect of existing or probable governmental regulations: Products must be
manufactured in strict compliance to FDA Good Manufacturing Practice
guidelines and to ISO 9001 rules via the European Community directives.
Biosearch complies with these regulations and no change is foreseen.
Estimated amount of time spent during the last two fiscal years on
research and development: No time was spent on this product line over the
past two fiscal years.
5. ENTERAL ACCESSORY DEVICES: These are connecting catheters that connect to
a enteral feeding bag and deliver feeding formula via a pump or gravity to
a indwelling feeding catheter.
Distribution methods: The product is distributed via several domestic and
international dealer organizations.
Status of any publicly announced new product or service: Not applicable
Competition and competitive position in industry: This business was
virtually entirely sold to Sherwood with the exception of a few enteral
accessory devices. The competitors are larger and better capitalized
corporations with dedicated sales forces and strong distribution channels.
It is estimated that Biosearch has a very small portion of the market and
our sales have been declining for the last three years.
Sources and availability of raw materials and names of principal
suppliers: Biosearch manufactures the products using components purchased
from several vendors Availability of raw materials is not a concern since
the components can be purchased from various sources. For this reason
there are no principal supplies.
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Dependence on one or a few major customers: Since the sales of this item
are spread out among several domestic and international dealers, Biosearch
is not dependant on one or a few major customers.
Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts: Not applicable
Government Approval: The FDA issued a 510(k) release for sale in the late
1970's and early 1980's, British Standards Institution awarded the "CE"
approval for sale into Europe on September 1998. No other governmental
approval is required.
Effect of existing or probable governmental regulations: Products must be
manufactured in strict compliance to FDA Good Manufacturing Practice
guidelines and to ISO 9001 rules via the European Community directives.
Biosearch complies with these regulations and no change is foreseen.
Estimated amount of time spent during the last two fiscal years on
research and development: No time was spent on this product line over the
past two fiscal years.
6. HYDROPHILIC COATINGS/SERVICES: Biosearch has been hydrophilically
(Slippery when exposed to water) coating medical devices since the late
1970's and made this service available to other companies beginning in the
2nd quarter of 1998. In addition, Biosearch developed several new
proprietary medical grade hydrophilic coating formulas and processes that
it hope will be of great interest to other companies.
Distribution methods: This is a on site service that is made available to
other companies via direct mailings, e-mail , advertising and visits to
our web site. Direct customer prospecting via visits and telephone is also
performed by key employees when ever possible.
Status of any publicly announced new product or service: Please see
"Distribution methods" above.
Competition and competitive position in industry: Most competitors are
larger and better capitalized corporations with dedicated sales forces and
strong marketing capabilities. It is estimated that Biosearch has a small
but growing portion of the market.
Sources and availability of raw materials and names of principal
suppliers: Biosearch manufactures the hydrophilic coating solutions using
chemicals purchased from several vendors Availability of raw materials is
not a concern since these chemicals can be purchased from various sources.
For this reason there are no principal supplies.
Dependence on one or a few major customers: This is a new business venture
and Biosearch is not dependant on one or a few major customers.
Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts: The company may file patents should the revenue allow.
License and royalty agreements will become an important part of this
business. To date, their has only been one such license agreement with
Applied Medical Resources, Inc.
Government Approval: No government approval is required however for
marketing reasons all medical devices coated by Biosearch are done so
under strict compliance to FDA guidelines and ISO 9001 directives.
Effect of existing or probable governmental regulations: For marketing
reasons all medical devices coated by Biosearch are done so under strict
compliance to FDA Good Manufacturing Practice guidelines and to ISO 9001
rules via the European Community directives. Biosearch complies with these
regulations and no new regulations are foreseen.
Estimated amount of time spent during the last two fiscal years on
research and development: Over the past 2 fiscal years 100% of research
and development was applied in the development of new hydrophilic
coatings. Furthermore, 100% of the cost is borne by the customers.
Costs and effects of compliance to environmental laws: Since Biosearch is
small hazardous waste generator due to the hydrophilic coating business,
the Company spend an estimated $3,000 disposing of this waste.
There is no adverse effect caused by these environmental laws.
TOTAL NUMBER OF EMPLOYEES AND FULL TIME EMPLOYEES: In 1997 the Company had an
average of 30 employees with 26 being full time. In 1998 there was an average of
38 employees with 28 being full time. Year to date 1999, there was an average of
45 employees with 27 being full time.
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DESCRIPTION OF PROPERTY
Prior to June 1998 the Company owned the building in which it operated located
at 35 Industrial Parkway, Somerville, NJ 08876. The building was built in 1982
with a loan issued by the NJ Economic Development Authority ("EDA"). The
mortgage was held by Summit Bank who purchased bonds from the EDA pertaining to
the building.
The Company sold its property at 35 Industrial Parkway to Hydromer Inc., a
related party,for $850,000 and a prepaid leaseback of approximately two thirds
of the building for three years with a value of approximately $346,500, bringing
the value of the total deal to $1,196,500. With this transaction the Company is
debt free and all judgements against relating to a default on the mortgage have
been dismissed (See "Legal Proceeding").
LEGAL PROCEEDING
On August 25, 1997 Summit Bank notified the Company that it was in default for
failure to make mortgage payments when due. Summit exercised its right under the
load documents to declare the mortgage immediately due and payable. On February
24, 1998, Summit Bank obtained a judgement against the Company in the Superior
Court of New Jersey. (At the sale of the building the judgement was satisfied
for an amount of $810,558 which included attorney's fees). On March 19, 1998
they obtained a judgement of foreclosure against the Company's property. On June
12, 1998, the Company sold its property as discussed above, paid its debt to
Summit Bank and all judgements were dismissed.
There are no legal proceedings by or against the Company.
MARKET PRICE OF AND DIVIDENDS
The Company's stock is sold on the NASD bulletin board "pink sheets" and
is available by appointment. This bulletin board is a limited market place
subject to sporadic quotations. The Company has never paid dividends. For
it stock price refer to the section above entitled "Stock Price"
The approximate number of holders of common stock is 600.
The Company has never paid any dividends.
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INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
BIOSEARCH MEDICAL PRODUCTS, INC.:
We have audited the accompanying balance sheets of Biosearch Medical
Products, Inc. as of December 31, 1998 and 1997 and the related statements of
operations, shareholders' equity and cash flows for each of the three years
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly
the financial position of Biosearch Medical Products, Inc. as of December 31,
1998 and 1997, and the results of its operations and its cash flows for each of
the three years ended December 31, 1998, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that
Biosearch Medical Products, Inc. will continue as a going concern. As discussed
in note 1 to the financial statements, the Company has suffered recurring losses
from operations. There is no assurance that the Company's operations will
generate sufficient cash flow to meet its obligations or that the Company has
the ability to obtain additional financing as required, which raises substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ AMPER, POLITZINER & MATTIA P.A.
EDISON, NEW JERSEY
SEPTEMBER 18, 1999
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FINANCIAL STATEMENTS
BIOSEARCH MEDICAL PRODUCTS, INC.
BALANCE SHEETS
ASSETS
December 31,
-----------------------
1998 1997
---------- ----------
Current assets:
Cash and cash equivalents $ 105,768 $ 14,486
Trade receivables - less allowance for
doubtful accounts of $10,000 78,751 351,964
Inventories 297,613 372,012
Other assets 256,127 18,762
---------- ----------
Total current assets 738,259 757,224
---------- ----------
PROPERTY, PLANT AND EQUIPMENT 2,440,400 4,239,648
Less accumulated depreciation
and amortization 2,287,523 2,887,766
---------- ----------
Net property, plant and equipment 152,887 1,351,882
---------- ----------
OTHER ASSETS
Other assets, net 5,862 8,123
---------- ----------
Total other assets 5,862 8,123
---------- ----------
TOTAL ASSETS $ 896,998 $2,117,229
========== ==========
(continued)
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BIOSEARCH MEDICAL PRODUCTS, INC.
BALANCE SHEETS
(CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY
DECEMBER 31,
----------------------------
1998 1997
------------ ------------
CURRENT LIABILITIES:
Current maturities of long-term debt $ -- $ 691,041
Accounts payable 253,498 353,712
Customer deposits 380,000 --
Accrued liabilities 174,330 132,330
------------ ------------
Total current liabilities 807,828 1,177,083
SHAREHOLDERS' EQUITY:
Common stock, no par value; 5,000,000
shares authorized; 2,210,798 issued
and 2,202,878 shares outstanding at
December 31, 1998 and 1997 11,129,954 11,129,954
Accumulated deficit (11,009,545) (10,158,569)
Treasury stock, at cost;
7,920 shares at December 31, 1998
and 1997 (31,239) (31,239)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 89,170 940,146
Commitments and contingencies -- --
------------ ------------
$ 896,998 $ 2,117,229
============ ============
SEE ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
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BIOSEARCH MEDICAL PRODUCTS, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
-----------------------------------------
1998 1997 1996
----------- ----------- -----------
Revenues $ 1,294,838 $ 1,936,171 $ 2,648,719
Cost of goods sold 1,271,216 1,536,936 2,238,606
----------- ----------- -----------
Gross profit 23,622 399,235 410,113
Selling, general and administrative
expenses 859,077 892,602 1,222,901
----------- ----------- -----------
Loss from operations (835,455) (493,367) (812,788)
----------- ----------- -----------
Other income (expense):
Interest expense, net (22,427) (84,441) (72,055)
Other, net 6,906 21,598 1,275
----------- ----------- -----------
(15,521) (62,843) (70,780)
----------- ----------- -----------
(LOSS) BEFORE PROVISION
FOR INCOME TAXES (850,976) (556,210) (883,568)
Provision for income taxes -- -- --
----------- ----------- -----------
NET (LOSS) $ (850,976) $ (556,210) $ (883,568)
=========== =========== ===========
BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ (.39) $ (.25) $ (.40)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,202,878 2,202,878 2,202,878
=========== =========== ===========
SEE ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
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BIOSEARCH MEDICAL PRODUCTS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED TREASURY STOCK
----------------------------------------- ----------- ------------------
SHARES SHARES AMOUNT DEFICIT SHARES AMOUNT TOTAL
ISSUED OUTSTANDING ------ ------- ------ ------ -----
------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996 2,210,798 2,202,858 $ 11,129,948 $ (8,718,791) (7,940) $ (31,315) $3,223,046
Issuance of treasury shares in
connection with employee
stock awards -- 20 6 -- 20 76 82
Net loss -- -- -- (883,568) -- (883,568)
------------ ------------ ------------ ------------ ------ --------- ----------
BALANCE, DECEMBER 31, 1996 2,210,798 2,202,878 $ 11,129,954 $ (9,602,359) (7,920) $ (31,239) $1,496,356
Net loss -- -- -- (556,210) -- -- (556,210)
------------ ------------ ------------ ------------ ------ --------- ----------
BALANCE, DECEMBER 31, 1997 2,210,798 2,202,878 $ 11,129,954 $(10,158,569) (7,920) $ (31239) $ 940,146
------------ ------------ ------------ ------------ ------ --------- ----------
Net Loss -- -- -- (850,976) -- -- (850,976)
------------ ------------ ------------ ------------ ------ --------- ----------
BALANCE, DECEMBER 31, 1998 2,210,798 2,202,878 $ 11,129,954 $(11,009,545) (7,920) $ (31,239) $ 89,170
============ ============ ============ ============ ====== ========= ==========
</TABLE>
SEE ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS.
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<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(850,976) $(556,210) $(883,568)
Adjustments to reconcile (loss)to net cash
(used in) operating activities:
Depreciation and amortization 60,271 91,279 90,862
Gain on sale of fixed assets -- (2,763) --
Changes in assets and liabilities :
Decrease/(increase) in trade receivables 273,213 (169,716) (19,747)
Decrease in inventories 74,398 141,538 102,540
Decrease (increase) in other current assets 56,657 11,903 (13,114)
Decrease in other assets 2,262 5,457 (23)
Increase in accounts payable 8,637 168,059 22,119
Increase/(decrease) in accrued liabilities 92,109 637 (56,553)
Increase in customer deposits 380,000 -- --
--------- --------- ---------
Net cash provided/(used) in operating activities 96,571 (309,816) (757,484)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (5,289) (34,593) (172,180)
Proceeds from sale of fixed assets -- 46,000 --
Decrease in escrow -- -- 312,811
--------- --------- ---------
Net cash provided/(used) by investing activities (5,289) 11,407 140,631
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from surrendering whole life policy -- -- 402,785
Principal payments on long-term borrowings -- (8,481) (32,648)
--------- --------- ---------
Net cash provided by (used in)
financing activities -- (8,481) 370,137
--------- --------- ---------
Net (decrease)/ increase in cash and cash equivalents 91,282 (306,890) (246,716)
--------- --------- ---------
Cash and cash equivalents at beginning of period 14,486 321,376 568,092
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 105,768 $ 14,486 $ 321,376
========= ========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS.
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<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
1. LIQUIDITY
The Company's financial statements have been presented on the basis that the
Company is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company had
recurring losses from continuing operations of $850,976 in 1998 and $556,210 in
1997.
There is no assurance that the Company's revenue from its OEM strategic
alliances or niche surgical and biofeedback products will reach volumes to which
long-term operations can be conducted.
Management believes that the Company's financial condition at December 31, 1998
represents an uncertain base to conduct current operations. The Company's
ability to continue as a going concern is dependent upon its success at
generating sufficient cash flow or obtaining additional financing as required to
meet its long-term obligations, support its working capital needs and curtail
the ongoing losses by generating profitable revenue levels. The Company had no
available line of credit established at December 31, 1998. On February 25, 1999
the Company signed an agreement with C.R.Bard to sell its worldwide exclusive
rights to the Company's technology for coating intermittent urinary catheters
for $400,000 and sold its related machinery for $250,000. The parties also
reached an agreement, whereby the Company has offered to manufacture and coat
intermittent urinary catheter components for C.R.Bard until such time as it
decides to perform these operations themselves. Proceeds of this transaction
have increased the working capital of the Company, however it is not significant
enough to warrant a change in managements belief as to the financial condition
of the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS- Biosearch Medical Products, Inc. (the"Company") is a U.S.
based corporation whose principal lines of business are in contract
manufacturing and distributing, under its own label of medical devices. The
Company is an OEM manufacturer for various medical product companies and
manufactures and distributes its own line of endoscopic products to hospitals,
through a network of dealers, both domestic and international. Credit is granted
to substantially all customers.
REVENUE RECOGNITION - The Company recognizes all revenues when the product is
shipped. Customers have the right to return merchandise only in the event of
product defects and then only upon approval by the Company. These policies apply
to distributors, OEM customers and direct sales customers. OEM sales represent
approximately 73% of the Company's total revenues, distributors amount to
approximately 12% and the balance are direct sales. Customer returns were
approximately $10,000 and $5,000 for the years ending December 31, 1998 and 1997
respectively.
ESTIMATES- The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS - The Company considers all short-term investments
with maturities of three months or less at the date of purchase to be cash
equivalents. Cash and cash equivalents include money market funds and short-term
treasury bills. The Company, at December 31, 1998 and 1997 and periodically
throughout the years , has maintained balances in various operating and money
market accounts in excess of federally insured limits.
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are carried at
cost less accumulated depreciation and amortization. Depreciation and
amortization are computed using the straight-line method over the estimated
useful lives of the related assets.
INVENTORIES - Inventories are valued at the lower of cost, determined by the
first in, first out method, or market. Cost includes materials, direct labor and
manufacturing overhead.
RESEARCH AND DEVELOPMENT CONTRACTS - The Company recognizes revenue on research
and development contracts on the completed contract method. The related costs
are capitalized at inception until the completion of the contract. Anticipated
losses on contracts are recorded in the period they become known.
ADVERTISING COSTS - Advertising costs are expensed as incurred and totaled
approximately $1,500, $1,400 and
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<PAGE>
$24,000 for the years ended December 31, 1998, 1997 and 1996 respectively.
STOCK OPTION PLAN- The Company has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB25) and related
interpretations in accounting for its employee stock options. Under this method,
compensation cost is measured as the amount by which the market price of the
underlying stock exceeds the exercise price of the stock option at the date at
which both the number of options granted and the exercise price are known.
LOSS PER COMMON SHARE - Effective for the Company's financial statements for the
year ended December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share" (SFAS 128). SFAS replaces the
presentation of primary earnings per share ("EPS") and fully diluted EPS with a
presentation of basic EPS and diluted EPS, respectively. Basic EPS excludes
dilution and is computed by dividing earnings available to common stockholders
by the weighted average number of common shares outstanding during the period.
Diluted EPS assumes conversion of dilutive options and warrants, and the
issuance of common stock for all other potentially dilutive equivalent shares
outstanding. All potentially dilutive equivalent shares outstanding are
anti-dilutive for all periods. The adoption of SFAS 128 did not have a material
effect on the Company's reported EPS amounts.
3. INVENTORIES
DECEMBER 31,
------------------------------
1998 1997
-------- --------
Finished goods $ 96,263 $ 95,992
Work-in-process 61,915 140,271
Raw materials 139,435 135,749
----------- -----------
$ 297,613 $ 372,012
=========== ===========
4. PROPERTY, PLANT AND EQUIPMENT
DECEMBER 31,
------------------
1998 1997
-------- -------- ESTIMATED
USEFUL LIVES
------------
Land $ -- $ 137,182
Buildings and improvements -- 1,667,355 40 years
Machinery and equipment 1,919,410 1,915,249 3 - 10 years
Furniture and fixtures 520,990 519,862 5 years
---------- ----------
$ 2,440,400 $ 4,239,648
=========== ===========
Depreciation and amortization charged to income was $60,271, $91,279 and $90,862
in 1998, 1997 and 1996, respectively.
The Company entered into an agreement with Hydromer Inc., a related party,
through a common non-majority stockholder for the sale and lease back of their
facility. The lease is classified as an operating lease in accordance with SFAS
No. 13 "Accounting for Leases".As of June 12, 1998, the building, land and
improvements with a net book value of $1,144,023 have been removed from the
balance sheet, and the loss realized on the sale transaction of $294,022 has
been deferred as prepaid rent and is being charged of to rent expense over the
lease term of 36 months. The lease requires no other rental payments.
In conjunction with the above transaction, the following noncash activity took
place:
Net book value of the building sold $1,144,023
Noncash consideration
Direct payoff of mortgage debt by buyer $691,041
Direct payoff of accrued mortgage interest
by buyer 31,378
Additional mortgage fees paid by buyer 108,151
Reduction of amount due to buyer for royalties 18,730
850,000
--------
Loss on sale of building (treated as prepaid rent) $294,022
========
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<PAGE>
5. LONG-TERM DEBT
DECEMBER 31,
---------------------
1998 1997
-------- --------
Note payable originally due April 1, 2007 $ -- $ 691,041
Less current maturities -- 691,041
---------- ----------
Long-term debt $ -- $ --
========== ==========
The Company extinguished debt from the proceeds of the sale of the property
(Note 4.) The Company used the proceeds to pay the debt relating to the building
and with this transaction the Company is debt free and all judgements have been
dismissed
6. SAVINGS AND INVESTMENT PLANS
In May 1988, the Company established a contributory 401(k) plan for all eligible
employees. However, in April 1991, the Company's Board of Directors indefinitely
suspended the Company's contribution primarily due to the Company's adverse
profit performance. The Company pays the cost of administering the plan which
totaled approximately $7,000 per year for 1998, 1997 and 1996, respectively.
7. INCOME TAXES
Deferred tax attributes resulting from differences between financial accounting
amounts and tax bases of its assets and liabilities at December 31, follow:
1998 1997
---------- ----------
Current assets and liabilities:
Allowance for doubtful accounts $ 4,000 $ 4,000
Inventory valuation reserve 88,000 103,000
Inventory overhead capitalization -- --
---------- ----------
92,000 107,000
Valuation allowance 92,000 107,000
---------- ----------
Net current deferred tax assets $ -- $ --
========== ==========
Non current assets and liabilities:
Depreciation 458,000 89,000
Net operating loss carry forward 4,084,000 3,987,000
Alternative minimum tax credit carry forward 60,000 60,000
Investment tax credit carry forward 182,000 182,000
---------- ----------
4,784,000 4,318,000
Valuation allowance 4,784,000 4,318,000
---------- ----------
Net non current deferred tax asset $ -- $ --
========== ==========
The provision for income taxes consists of the following for the years
ended December 31:
1998 1997 1996
--------- --------- ---------
Current tax expense $ -- $ -- $ --
Deferred tax benefit (481,000) (485,000) (504,000)
Net change in valuation allowance 481,000 485,000 504,000
--------- --------- ---------
$ -- $ -- $ --
========= ========= =========
The statutory income tax rate differs from the effective tax rate used in the
financial statements for the years ended December 31, 1998, 1997 and 1996 as a
result of current year net operating losses, the benefit of which has not been
recognized in the current year.
The investment tax credit carry forward expires in various years through 2000.
As of December 31, 1998, the Company had available the following net operating
loss carry forwards for tax
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<PAGE>
purposes:
Expiration Date:
Year ending December 31,
- ------------------------
Federal State
------- -----
1998 -- $1,439,000
1999 -- 1,707,000
2000 -- 295,000
2002 -- 939,000
2003 $ 1,374,000 1,091,000
2004 2,183,000 631,000
2005 195,000 --
2006 1,637,000 --
2007 1,739,000 --
2008 316,000 --
2010 938,000 --
2011 1,092,000 --
2012 631,000 --
2013 887,000 --
---------- ----------
$10,992,000 $6,989,000
=========== ==========
8. SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments during 1998, 1997 and 1996 for interest were approximately
$22,427, $83,275 and $85,063, respectively. There were no cash payments for
income taxes during 1998, 1997 and 1996.
9. STOCK OPTIONS AND STOCK AWARDS
STOCK OPTIONS
During 1994, 133,515 five-year stock options were granted to employees in
continued recognition of a wage freeze and service time. The options reflect a
market price on the date of the grant of $.50 per share which vested in
one-third portions per year over three years of continued employment beginning
April 6, 1994. Additionally, 32,000 five-year stock options were granted to
board members and 5,000 options were granted to a product development consultant
reflecting a price of $.50 per share, and 600 five year options granted to a
certain officer of the Company at $.60 per share. These shares were also priced
at the per share market value on the date of the grant. A total of 171,115
shares were granted in 1994. At December 31, 1997, 84,015 shares remain reserved
which is net of the expirations attributed to employment terminations.
During 1996, 8,000 five-year stock options were granted to a new board member at
$.30 per share. At December 31, 1998 all 8,000 shares remain reserved.
During 1997, 200,043 five-year stock options were to key employees in continued
recognition of a wage freeze and service time. The options reflect a market
price on the date of the grant of $.19 per share. Additionally, 8,000 five-year
stock options were granted to a new board member reflecting a price of $.17 per
share. A total of 208,043 were granted in 1997. At December 31, 1998 all 208,043
shares remain reserved.
During 1998, 18,000 five year stock options were to two key employees in
continued recognition of a wage freeze and service time. The options reflect a
market price on the date of the grant of $.19 per share. Additionally 33,000
five year options were granted to board members for past service and for
agreeing to accrue board member fees. These options replace all previous options
granted to these board members. At December 31, 1998 all 51,000 shares remain
reserved.
Pro forma information regarding net income and earnings per share has been
determined as if the Company had accounted for its employee stock options under
the fair value method. The fair value for these options was estimated at the
date of the grant using a Black-Scholes option pricing model with the following
weighted-average assumptions for 1998 and 1997; respectively: risk free interest
rates of 5.68% and 5.53%; dividend yields of 0% and 0%; volatility factors of
the expected market price of the Company's common stock of 107% and 174%; and a
weighted-average expected life of the options of 5 years.
The Black-Scholes option value model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the
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<PAGE>
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information follows:
1998 1997 1996
-------- -------- --------
Pro forma net loss $ (860,666) $ ( 593,510) $(885,868)
Pro forma loss per share
Basic $ (.39) $ (.27) $ (.40)
Diluted $ (.39) $ (.27) $ (.40)
There was no compensation expense recorded from stock options for the years
ended December 31, 1998, 1997 and 1996.
-46-
<PAGE>
A summary of the Company's stock option activity, and related information for
the years ended December 31, follows:
Number of
Options Weighted-Average Exercisable Weighted-Average
(000) Exercise Price (000) Exercise Price
----- -------------- ----- --------------
Outstanding -
December 31,1996 148 $.67 148 $.67
Granted 208 .19
Exercised -- --
Terminated (40) .19
----
Outstanding -
December 31,1997 316 $.29 316 $.29
Granted 51 $.19
Exercised -- --
Terminated (16) .50
----
Outstanding -
December 31,1998 351 $.27 351 $.27
Weighted-average fair
value of options granted
during the year December 31: 1998 1997
----- -----
Where exercise price
equals stock price $ .19 $ .18
Where exercise price
equals stock price $ -- $ --
Where exercise price
equals stock price $ -- $ --
Following is a summary of the status of stock options outstanding at December
31, 1997.
<TABLE>
<CAPTION>
Outstanding Options Exercisable Options
------------------- -------------------
Weighted
Average Weighted Weighted
Exercise Remaining Average Average
Price Range Number Contractual Life Exercise Price Number Exercise Price
- ----------- ------ ---------------- -------------- ------ --------------
<S> <C> <C> <C> <C> <C>
$.19 - $.19 51,000 4.1 years $ .19 51,000 $ .19
$.17 - $.19 208,043 3.8 years $ .19 208,043 $ .19
$.30 - $.30 8,000 2.4 years $ .30 8,000 $ .30
$.50 - $.50 84,015 0.3 years $ .50 84,015 $ .50
</TABLE>
STOCK AWARDS
During 1998, 1997 and 1996 the Company awarded shares of common stock to certain
employees for five and ten years of continued employment. The common stock
awarded was issued without any restrictions from the
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<PAGE>
Company's treasury stock. The related compensation expense is recorded in
selling, general and administrative expense.
10. RELATED PARTY TRANSACTIONS
In 1982 the Company entered into an exclusive, world-wide, royalty free license
with Hydromer, Inc. to use Hydromer coating on its enteral feeding products. In
1991, the Company entered into a license agreement, as amended, with Hydromer
for the use of certain patents to coat products which were not included in the
royalty-free license, specifically the products are for pancreatic and biliary
stents, hemostatic coagulation probes and an introducer catheter device. Manfred
F. Dyck, President and Chief Executive Officer of the Company, is also a major
stockholder, President and Chief Executive Officer of Hydromer, Inc.
Mr. Dyck has an employment agreement with the Company which provides a minimum
annual salary of $192,500, and a 6-month notice of termination. Mr. Dyck was
required to devote at least 90% of his business time to the affairs of the
Company. On January 1, 1993 the Company and Mr Dyck agreed that his annual
salary would be reduced to $96,500 and he would be required to work on a part
time basis of three days per week. On June 4, 1994 Mr. Dyck's salary was
increased to the full time amount of $193,000 per year. In December 1994 as a
part of a cost reduction plan, Mr Dyck voluntarily agreed to a salary reduction
to $150,000. On February 5, 1997 Mr. Dyck presented the Board with a cost
reduction program which resulted in his salary being voluntarily reduced to
$95,000 per year based on a three day work week. On May 5, 1998 by consent and
agreement, Mr. Dyck's salary was amended to $95,000 accrued not paid. He agreed
to be removed as President, but retained the title of Chairman and CEO. Mr.
Martin C. Dyck, son of Mr. Dyck was appointed President.
In June of 1998 the Board passed a resolution providing that in event of change
of control to one entity or more than one entity acting in concert, key
employees are to be immediately paid a percentage of their yearly salary. Mr.
Martin C. Dyck is to be paid one years salary and Mr. Keller, a Vice President
and the Treasurer is to be paid 25% of a years salary. Four other key employees
are to be paid 25% of their salary. The total payment if made on December
31,1998 would have been $136,000. On May 12, 1999 at a special board meeting to
consider the offer made by Hydromer Inc. to exchange $0.20 for each common share
of the Company, Mr. Martin C. Dyck waived this change of control payment
($72,000) in lieu of an offer by Hydromer of the position Vice President at a
salary of $110,000 per year and an option to purchase 10,000 Hydromer shares at
a price equal to the last five day average market price on the day of closing of
the exchange transaction (see Proposal II.)
On December 30, 1998 the Company paid Martin C. Dyck $8,492 representing salary
earned but not paid and on March 4, 1999 the Company paid the Directors as a
group $70,500 representing directors' fees earned but not previously paid. On
March 11, 1999 the amount of $76,730 owed to Manfred F. Dyck. CEO for salary
accrued was paid. On March 17, 1999 the Board agreed to continue to accrue
directors' fees and Manfred F. Dyck agreed to a continued accrual of his salary.
Each director of the Company is entitled to receive compensation in the amount
of $750 for each meeting of the Board of Directors attended either in person or
telephonically, and $200 for each specially called telephonic conference
meeting. In March of 1999 and until further notice the Board has agreed to
accrue, but not pay Directors' fees.
The Company, during 1998 was a party to various transactions with Hydromer, Inc.
Hydromer provides the Company with chemicals and analytical services. In 1998
the Company purchased approximately $35,000 worth of goods and services from
Hydromer and billed Hydromer for approximately $26,000 for services and out of
pocket expenses incurred on its behalf (the Company provides secretarial
services to Hydromer at $500 per month. The Company has served as a
subcontractor of Hydromer to provide coating services on various products using
the chemicals made by Hydromer. The prices that the Company charges to Hydromer
are equal to those prices it would charge any third party for like services. The
Company paid $38,900 to Hydromer for patent licenses that expired or were
terminated in March of 1998.
The Company, during 1997 was party to various transactions with Hydromer, Inc.
Hydromer provides the Company with chemicals and analytical services. In 1997
the Company purchased approximately $40,000 worth of goods and services from
Hydromer and billed Hydromer for approximately $77,000 for services, out of
pocket expenses incurred on its behalf, the purchase of a curing oven for
$46,000 and rented some space at Biosearch for $19,000. This arrangement for
space was terminated in late 1997 and the oven was removed and reinstalled at
Hydromer's production facility. The Company paid Hydromer $29,000 representing a
minimum royalty fee for a patent/know how license concerning the Hydromer
coatings and accrued an
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<PAGE>
additional $26,875 for royalties due but not paid. In late 1997 Hydromer and
Biosearch entered into a secrecy agreement whereby the Officers of Hydromer were
granted access to the non-public records of Biosearch to explore any possible
business relationships or ventures.
On March 31, 1998 the Company and Hydromer entered into a contract of sale
whereby, Hydromer agreed to purchase the Company's building and land at a price
of $850,000 and a three year lease-back to the Company of 16,000 square feet
(approximately 2/3 rds. of the building). The parties valued the lease at
$346,500. The transaction was closed on June 12, 1998. Since then the parties
have shared various costs in accordance with the terms of the lease. The Company
believes that the terms of the foregoing arrangement are fair and equitable to
both parties.
As of April 20, 1998, as a part of a cost reduction, the General Counsel was
employed by the Company on a part time basis of one day per week. The remaining
four days are spent as the General Counsel of Hydromer . In the event of a
conflict between the Company and Hydromer, outside counsel is used.
In September of 1998, Hydromer expressed interest in acquiring the stock of the
Company in a stock exchange at six shares of Biosearch stock for each one share
of Hydromer and conditioned on certain liabilities of Biosearch being
eliminated. The Board of Directors (Manfred F. Dyck, not taking part in the
decision) was of the opinion that the stated terms might not be in the best
interest of the stockholders. In March of 1999 the Directors sought the advice
of an evaluation expert to render a fairness opinion. In April 1999, Hydromer
again expressed their interest to exchange each Biosearch share for a payment of
$0.15. In addition there were other conditions which the board found to be
burdensome on certain employees. On May 10, 1999 Hydromer, Inc revised its offer
and at a special meeting of the Board of Directors, held on May 12, 1999 the
Board approved the offer and directed that it be presented to the stockholders
for a vote. A PLAN OF EXCHANGE was thereafter approved at the regular Board
meeting held on May 27, 1999 (see Proposal II)
In the latter part of 1998 the Company and Hydromer formed a Y2K joint task
force to assess the effect of the Y2K problem would have on the facilities,
jointly occupied. The companies are devising a plan that in the opinion of the
management of the Company will be less expensive to implement than any plan
implemented alone by the Company.
On February 25, 1999 the Company closed a transaction with C.R.Bard, Inc. which
transferred the Company's process coating technology and a coating machine
pertaining to intermittent urinary catheters for the sum of $650,000. On the
same date, Hydromer closed a transaction which licensed the right to use
Hydromer's coating for the same device. Biosearch's contract had a condition
whereby, the closing was conditioned on the Hydromer transaction closing at the
same time. Outside counsel was used to represent the interests of Hydromer,
because of a potential conflict.
In July 1999 Mr. Robert C. Keller , V.P. and CFO of Biosearch was appointed as
Principal Accounting Officer of Hydromer, Inc. on a part time basis to oversee
the accounting staff and to comply with Generally Accepted Accounting
Principles.
Manfred F. Dyck, CEO of the Company and his wife Ursula M. Dyck are also
directors of Hydromer. Mr. Manfred Dyck is the President and CEO of Hydromer. In
total they hold 42% (on a fully diluted basis) of the capital stock of Hydromer.
Their son, Martin C. Dyck, who is president of the Company, owns 46,152 shares
or 1.1% of Hydromer stock.
11. COMMITMENTS AND CONTINGENCIES
As part of our sale to Sherwood Medical in 1994, the Company had a supply
agreement with Sherwood in which we agreed to manufacture and supply all product
purchased by Sherwood at cost plus 10% from May 1994 to the end of 1997. There
was also a covenant not to compete for five years starting with the signing of
the agreement in May 1994 and expiring in May 1999.
12. SEGMENT INFORMATION AND CREDIT CONCENTRATION
The Company considers that its products and services compete in the business
segment of the "Medical Device" industry involving research, development,
manufacturing and sale.
Sales of the Company's products to specific customers may, at times, be
significant to the overall revenues of the Company. During 1998 and 1997,
Sherwood Medical Company accounted for approximately 1% and 27% of the Company's
revenues, respectively, and there is no receivable at December 31,1998 and it
was approximately 3% of accounts receivables in 1997. Smith Industries Medical
Systems/Portex Ltd. (SIMS)
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<PAGE>
accounted for approximately 49% and 36% of revenues in 1998 and 1997 and 0% and
71% of accounts receivable at December 31, 1998 and 1997. All purchase orders
were completed and no additional orders were received from SIMS after June,
1998. C.R.Bard revenues accounted for approximately 19% and 12% of the Company's
total revenues during 1998 and 1997 respectively, and approximately 25% and 9%
of accounts receivable at December 31,1998 and 1997.No other single customer
accounted for more than 10% of the Company's revenue in 1998, 1997, or 1996.
International sales were $725,000 in 1998 and $916,000 in 1997, of which sales
to the United Kingdom amounted to 83% and 76% respectively. All foreign sales
are conducted in United States dollars. There are no foreign currency
transactions.
13. RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. Such expenses were
approximately $0, $2,000 and $38,000 in 1998, 1997 and 1996 respectively. The
Company may, from time to time, utilize certain physicians and surgeons, who are
recognized in their field of expertise, for product development and evaluations.
Remunerations to these medical professionals for their efforts may be in the
form of royalties contingent on the products being subsequently marketed and
revenue streams generated. The cost of such royalties is expensed as incurred in
selling, general and administration expense.
14. YEAR 2000 ISSUE
In 1998 the Company formed a Y2K committee of its CEO, President and two Vice
Presidents and members of Hydromer Inc. (a related party) with whom they share
facility space. The committee has conducted a review of its computer system and
products to identify what could be affected by the Year 2000 Issue. They do not
believe there are any products, hardware nor software that will be affected
except for the Company's System 36 software which may not perform the Year 2000
calculations correctly. The committee believes that by converting to a new
software , the Year 2000 Issue will not pose significant operational problems
for the Company's computer system.
In addition to Year 2000 software and equipment implementation activities, the
Company intends to contact major suppliers to assess their compliance. The
Company cannot assess the effect of Year 2000 programs implemented by their
customers and suppliers.
The Company has adopted a worse case scenario and has formulated plans to
preserve its property and business. The Company intends on delaying shipments
during January 2000 due to possible malfunctions caused by the Year 2000 Issue;
however, they anticipate being able to supply their customers with sufficient
products prior to this date to cover their needs beyond January 2000. While the
costs of planning for the Year 2000 scenario may not have a material impact on
the Company, the four week loss of operations is likely to materially impact its
business.
15. NEW ACCOUNTING STANDARDS
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities". SFAS 133 establishes accounting and
reporting standards for derivatives as other assets or liabilities and measures
them at fair value. Under certain conditions, the gains or losses from
derivatives may be offset against those from the items the derivatives hedge
against. Otherwise, gains and losses from derivatives are recognized currently
in the results of operations. The Company will adopt SFAS 133 in the fiscal year
ending December 31, 1999. Adoption of this statement is not anticipated to have
a material effect on the Company's financial position or results of operations.
16. SUBSEQUENT EVENT
In February 1999, the Company signed an agreement to sell its worldwide
exclusive rights to the Company's intermittent urinary catheter coating
technology for $400,000 and its related machinery for $250,000 (Note 1).
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PART I
ITEM I - FINANCIAL STATEMENTS
BIOSEARCH MEDICAL PRODUCTS, INC.
CONDENSED BALANCE SHEETS
ASSETS
JUNE 30 DECEMBER 31
1999 1998(1)
UNAUDITED
CURRENT ASSETS:
Cash and cash equivalents $ 63,977 $ 105,768
Trade receivables 281,315 78,751
Inventories (note 2) 378,956 297,613
Other assets 210,478 256,127
---------- ----------
TOTAL CURRENT ASSETS 934,726 738,259
PROPERTY, PLANT AND EQUIPMENT, (NET) 82,978 152,887
OTHER ASSETS 4,122 5,862
---------- ----------
TOTAL ASSETS $1,021,826 $ 896,998
========== ==========
(1) - Derived from audited financial statements.
(continued)
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<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
CONDENSED BALANCE SHEETS
(CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY
JUNE 30 DECEMBER 31
1999 1998(1)
UNAUDITED
CURRENT LIABILITIES:
Customer deposit $ 38,087 $ 380,000
Accounts payable 320,869 253,498
Accrued liabilities 84,866 174,330
------------ ------------
TOTAL CURRENT LIABILITIES 443,822 807,828
LONG-TERM DEBT (NOTE 3) -- --
------------ ------------
TOTAL LIABILITIES 443,822 807,828
------------ ------------
SHAREHOLDERS' EQUITY:
Common stock, no par value; 5,000,000
shares authorized; issued 2,202,878
at June 30, 1999, and at December 31, 1998 11,129,954 11,129,954
Accumulated deficit (10,520,711) (11,009,545)
Treasury stock, at cost; 7,920 shares
at June 30, 1999 and at December 31, 1998 (31,239) (31,239)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 578,004 89,170
------------ ------------
$ 1,021,826 $ 896,998
============ ============
(1) - Derived from audited financial statements.
See accompanying notes to
unaudited condensed financial statements.
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<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------ ----------------
1999 1998 1999 1998
---- ---- ---- ----
Revenues, net $ 498,074 $ 381,065 $ 716,475 $ 985,182
Cost of goods sold 341,707 320,969 555,914 751,071
---------- ---------- ---------- ---------
Gross profit 156,367 60,096 160,561 234,111
Selling, general and
administrative costs 218,380 224,041 413,609 426,059
---------- ---------- ---------- ---------
Operating loss (62,013) (163,945) (253,048) (191,949)
Other income/(expense):
Interest expense -- (1,542) -- (22,427)
Other, net 150,455 -- 150,622 1,886
Gain on sale of fixed assets -- -- 591,259 --
and technology
---------- ---------- ---------- ---------
150,455 (1,542) 741,881 (20,541)
---------- ---------- ---------- ---------
Pre-tax net (loss) 88,442 (165,487) 488,833 (212,490)
Federal income taxes
NET LOSS $ 88,442 $ (165,487) $ 488,833 $ (212,490)
========== ========== ========== ==========
NET INCOME/(LOSS) PER COMMON
SHARE $ .04 $ (.08) $ . 22 $ (.10)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 2,202,878 2,202,878 2,202,878 2,202,878
========== ========== ========== ==========
See accompanying notes to
unaudited condensed financial statements
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<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED
SIX MONTHS ENDED
JUNE 30
-----------------
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 488,833 $(212,490)
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 16,284 38,891
(Gain) on sale of fixed assets and technology (591,259) --
--------- ---------
Sub total (574,975) 38,891
--------- ---------
CHANGES IN ASSETS AND LIABILITIES:
(Increase)/decrease in accts receivable (202,564) 136,129
(Increase/decrease in inventory (81,342) 23,915
Decr/(incr) in other current assets 45,649 3,582
Increase in other assets 1,740 1,064
Increase)/(decrease) in accts payable 67,371 (3,510)
Increase/(decrease) in other liabilities (89,464)
Increase/(decrease) in customer deposits (141,913) 15,241
--------- ---------
Sub total (400,523) 176,421
--------- ---------
Total adjustments (975,498) 215,312
--------- ---------
Net cash provided by operating activities (486,665) 2,822
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (5,126) (3,488)
Proceeds from sale of Equipment & technology 450,000 --
Net cash used by investing activities 444,874 (3,488)
Net increase/(decrease) in cash & cash equivalents (41,791) (666)
Cash & cash equivalents at beginning of period 105,768 14,486
--------- ---------
Cash & cash equivalents at end of period $ 63,977 $ 13,820
========= =========
See accompanying notes to
unaudited condensed financial statements
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<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
1. BASIS OF PRESENTATION
The accounting policies followed by the Company are set forth in Note 1 of Notes
to Condensed Financial Statements in the 1998 Annual Report on Form 10-KSB.
In the opinion of the management of the Company, the accompanying condensed
financial statements contain only normal and recurring adjustments necessary for
the fair presentation of the Company's financial position as of June 30, 1999
and the results of operations for the three month periods and six month periods
ended June 30, 1999 and June 30, 1998 and the statement of cash flows for the
six month periods ended June 30, 1999 and June 30, 1998.
The results of operations for the three month periods and six month periods
ended June 30, 1999 are not necessarily indicative of the results to be expected
for a succeeding quarter or for the full year.
2. INVENTORIES
JUNE 30, 1999 DECEMBER 31, 1998
UNAUDITED
Finished Goods $121,266 $ 96,263
Work In Process 79,581 61,915
Raw Materials 178,109 139,435
-------- --------
$378,956 $297,613
======== ========
3. OTHER INCOME
In February 1999 the Company reached an agreement with C.R.Bard where they
purchased the worldwide exclusive rights to the coating technology for
intermittent urinary catheters and related equipment for $650,000. The machine
had a net book value of $58,741 creating a gain on the sale of $591,259. The
Company received $450,000 in cash and applied the $200,000 deposit towards the
purchase price.
On June 7, 1999 entered into an agreement with Applied Medical Resources in
which they were granted a perpetual, non exclusive, worldwide license for using
the Company's Licensed Technology for the sum of $150,000. The entire amount was
booked as other income.
4. COMMITMENTS AND CONTINGENCIES
There are no claims or actions against the Company which will materially effect
its financial statements.
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<PAGE>
SELECTED FINANCIAL DATA
YEARS ENDED DECEMBER 31,
--------------------------------------------------
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
OPERATIONS DATA
SIX MONTHS ENDED
JUNE 30, 1999 1998 1997 1996
------------- ----- ----- -----
Revenues $ 716 1,295 1,936 2,649
Gross profit 161 24 399 410
Loss from operations (253) (835) (493) (813)
(Loss)/earnings
before extraordinary item 489 (851) (556) (884)
Extraordinary item -- -- -- --
Federal Income Tax -- -- -- --
------- ------- ------- -------
Net(loss)/income 489 $ (851) $ (556) $ (884)
======= ======= ======= =======
INCOME (LOSS) PER COMMON SHARE FROM:
Continuing operations
before extraordinary item $ 0.22 $ (.39) $ (.25) $ (.40)
Extraordinary item -- -- -- --
------- ------- ------- -------
Net income/(loss) $ 0.22 $ (.39) $ (.25) $ (.40)
======= ======= ======= =======
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 2,203 2,203 2,203 2,203
BALANCE SHEET DATA (IN THOUSANDS)
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
Total assets $ 1,022 $ 897 $ 2,117 2,513
Current maturities of
long-term debt $ -- $ -- $ 691 $ 37
Long-term debt $ -- $ -- $ -- $ 663
NOTE: THE COMPANY HAS NOT PAID A DIVIDEND DURING THE
THREE (3) YEAR PERIOD ENDED DECEMBER 31, 1998.
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<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
Revenues during the six months ended June 30, 1999 and the years ended December
31,1998, 1997 and 1996 were $716,475, $1,294,838, $1,936,171 and $2,648,719
respectively. Revenues declined by $268,707 versus the same period in 1998,
$641,333 versus 1997 and $712,578 versus 1996 due primarily to the end of the
supply agreement with Sherwood Medical in early 1997 because of the complete
internalization of all manufacturing of the medical devices purchased from the
Company in 1994 and the loss of the Smith Industries Medical Systems/Portex
intermittent urinary catheter business due to internal problems at SIMS/Portex
when the Company was notified that no additional purchase orders would be
forthcoming for at least another year and all purchase orders were completed in
June 1998. The Company entered into an agreement with C.R.Bard to sell the
worldwide exclusive rights to the coating technology and the related coating
machine for $650,000. With this agreement the Company also agreed the leaseback
of the machine at $10 per month for the length of the license and supply
agreement and also agreed to manufacture and ship intermittent urinary catheters
to C.R.Bard, United Kingdom at an agreed price until they decide to manufacture
the product themselves. The Company has no contractual relationship with C.R.
Bard's subsidiary. Catheters are shipped to the addressed requested by C.R.
Bard, U.S.A. The decline in sales was partially offset by our OEM sales to new
customers, Wilson-Cook Medical and U.S. Endoscopy Group, for which we
manufacture our bi-polar coagulation probe. During June 1999, the Company
entered into an agreement with Applied Medical Resources in which it granted a
perpetual, non exclusive, worldwide license for using the Company's Licensed
Technology for the sum of $150,000.
Gross profit during the six months ended June 30,1999 and the years ended
December 31, 1998, 1997 and 1996 was 22.4%,1.8%, 20.6% and 15.5% of sales
respectively. Our Gross profit margins have continued to decline the past three
years due primarily to the lost revenues as described above, which were not able
to cover fixed manufacturing costs. Cost savings initiated in 1997, which
included no wage increases, substantial salary cut taken by CEO, vacated
positions not filled and a change from stocking product to building to order ,
offset the loss in revenues and helped to reduce the loss in gross profits.
Operating losses during the six months ended June 30,1999 and the years ended
December 31, 1998, 1997 and 1996 were $253,048, $835,455, $493,367 and $812,788
respectively. The higher operating loss in 1998 over 1997 is due primarily due
to the significant drop in revenues in 1998 as discussed above offset by the
cost savings attained during the year. Those cost savings amounted to $266,000
or 17% in manufacturing and $34,000 or 4% in selling and general administration.
Had sales not declined as discussed above, the operating loss incurred in 1998
would be more in line with the results of 1997.
Interest expense declined by $62,000 during 1998 versus 1997 and was due
primarily to the sale of the Company's property in June, 1998 which paid off the
mortgage.
During the six months ended June 30, 1999, the Company recognized a gain on the
sale of fixed assets and technology of $591,259 due to the agreement with
C.R.Bard entered into in February 1999, and recognized other income of $150,000
from an agreement entered into in June 1999 in which Applied Medical Resources
was granted a perpetual, non exclusive, worldwide license for using the
Company's Licensed Technology for certain urological products.
Liquidity and Capital Resources
During the six months ended June 30,1999 and the years ended December 31,
1998,1997 and 1996 the cash drain on the Company has continued. Operating
activities have used $41,791 during 1999 and $309,816 and $757,484 in 1997 and
1996. This was due primarily to the significant losses incurred during those
years. During 1998 operating activities generated $96,571 due primarily to the
Company's efforts to extend its liabilities as long as possible, collect its
receivables as timely as possible and $380,000 in customer deposits received
during the later part of 1998. The Company received $200,000 from C.R.Bard as
payment for a standstill agreement in which the Company would not negotiate with
any other entity,while negotiating the C.R.Bard agreement that was eventually
entered into in February 1999. C.R.Bard, as part of the negotiations agreed to
prepay the first purchase order for intermittent urinary catheters amounting to
$180,000.
Due to the cash problems incurred, the Company's investing activities and
financing activities were minimal. The only significant activity during this
period was in 1999 when the Company sold its coating technology and the related
coating machine to C.R.Bard. This transaction generated cash proceeds of
$450,000. Also in 1996 the Company spent
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<PAGE>
significant funds on building the intermittent urinary catheter coating machine
and also improvements to the Company's building preparing for ISO 9000
certification. The funds used to accomplish this came from proceeds generated
from surrending a whole life policy the Company owned on M.F.Dyck the CEO and
the balance of money held in escrow as part of the sale of the feeding tube
product line to Sherwood Medical in 1994. The final payments were received in
1996.
During 1998, the Company sold its property at 35 Industrial Parkway to Hydromer
Inc., a related party, for $850,000 and a three year prepaid leaseback of two
thirds of the facility. The Company used all proceeds from the sale to pay off
all monies owed to Summit Bank and all judgements against the Company were
dismissed.
In February 1999 the Company entered into an agreement with C.R.Bard were the
Company granted world wide exclusive rights to the coating technology and the
related coating machine for $650,000. The Company received $450,000 from
C.R.Bard and the $200,000 deposited in 1998 was applied against the purchase
price. The proceeds from the transaction were used to pay off certain
liabilities due directors and officers which were deferred because of the
Company's cash problems.
In June 1999 the Company entered into an agreement with Applied Medical
Resources in which the Company granted a perpetual, non exclusive worldwide
license for using the Company's Licensed Technology for the sum of $150,000. The
proceeds from this transaction were used to reduce current liabilities.
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<PAGE>
EXHIBIT A (PLAN OF EXCHANGE)
PLAN OF EXCHANGE
BY AND BETWEEN
HYDROMER, INC.
AND
BIOSEARCH MEDICAL PRODUCTS, INC.
This is a Plan Of Exchange ("PLAN") by and between Hydromer Inc., a corporation
of the State of New Jersey ("HYDI " or "Acquiring Corporation") and Biosearch
Medical Products, Inc. a corporation of the State of New Jersey ("BMP").
I. PLAN OF EXCHANGE
1.01. A PLAN by which the issued and outstanding common shares of BMP are
acquired by HYDI and converted to a right to receive $0.20 per BMP share
pursuant to the provisions of Chapter 10 of the New Jersey Business
Corporation Act is adopted as follows:
(a) On the EFFECTIVE DATE, all the issued and outstanding common
shares of BMP shall be deemed to be acquired by HYDI.
(b) On the EFFECTIVE DATE, each issued and outstanding common share
of BMP shall be converted into a right to receive $0.20. Each holder
of issued and outstanding BMP shares on the EFFECTIVE DATE shall be
entitled to receive, upon surrender to HYDI or its transfer agent of
a certificate or certificates representing such shares in accordance
with such reasonable procedures and conditions with respect to such
surrender as HYDI and BMP shall establish, a check for a cash amount
representing that number of BMP shares surrendered multiplied by
$0.20. Certificates for BMP shares not surrendered to HYDI shall,
after the EFFECTIVE DATE, be deemed to represent such right to
receive $0.20 for each BMP share represented by such certificate.
(c) When this PLAN shall become effective, BMP shall continue its
corporate existence as a wholly owned subsidiary of HYDI, and the
Certificate of Incorporation of BMP, as existing on the EFFECTIVE
DATE shall continue in full force and effect as the Certificate of
Incorporation of BMP until altered, amended or repealed as provided
in the Certificate or as provided by law.
(d) Options to purchase shares of BMP which have an exercise price
of less than $0.20 shall be redeemed by the payment to the holder of
such option of the difference between the exercise price and $0.20.
Options to purchase shares of BMP, which have an exercise price of
greater than $0.20 shall be extinguished.
(e) The Certificate of Incorporation of HYDI, as existing on the
EFFECTIVE DATE, shall continue in full force and effect as the
Certificate of Incorporation of the Acquiring Corporation until
altered, amended or repealed as provided in the Certificate or as
provided by law.
1.02. The effective date of the PLAN ("EFFECTIVE DATE") shall be upon
recordation with the Division of Commercial Recording in the State of New
Jersey.
II. REPRESENTATIONS AND WARRANTIES OF CONSTITUENT CORPORATIONS
2.01. HYDI represents and warrants to BMP that it is a corporation duly
organized, validly existing and in good standing under the laws of the
State of New Jersey with corporate power and authority to own property and
carry on its business as it is now being conducted, and to enter into and
carry out the terms of this PLAN OF EXCHANGE.
2.02.(a) BMP represents and warrants to HYDI that BMP is a corporation
duly organized, validly existing and in good standing under the laws of
the State of New Jersey with corporate power and authority to own property
and carry on its business as it is now being conducted and to enter into
and carry out the terms of this PLAN OF EXCHANGE.
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<PAGE>
(b) BMP has an authorized capital of 5,000,000 shares of common
stock of which, prior to the EFFECTIVE DATE, 2,202,878 shares are validly
issued and outstanding and 257,000 are subject to warrants, options and
rights to purchase.
III. COVENANTS AND OBLIGATIONS PRIOR TO THE EFFECTIVE DATE
3.01. Pending consummation of this PLAN, each of the constituent
corporations will carry on its business in substantially the same manner
as before and will use its best efforts to maintain its business
organization intact, to retain its present employees, and to maintain its
relationships with suppliers and other business contacts.
IV. DIRECTORS AND OFFICERS
4.01.(a) The Board of Directors of BMP on the EFFECTIVE DATE shall serve
as the Board of Directors until their successors have been elected and
qualified.
(b) If a vacancy shall exist on the Board of Directors of the BMP on
the EFFECTIVE DATE, the vacancy may be filled as provided in the By-laws
of BMP.
V. BY-LAWS
5.01. The By-laws of HYDI and BMP as existing on the EFFECTIVE DATE shall
continue in full force until altered, amended or repealed as provided in
such By-laws or as provided by law.
VI. TERMINATION
6.01. This Plan may be terminated and abandoned at any time prior to the
EFFECTIVE DATE at the election of the Board of Directors of HYDI or BMP,
if between the date of this PLAN and on the EFFECTIVE DATE there shall
have been in the opinion of such Board of Directors any materially adverse
change in the business or condition, financial or otherwise, of either
corporation.
VII. MISCELLANEOUS
7.01. The validity, interpretation and performance of this PLAN shall be
governed by, construed and enforced in accordance with the laws of the
State of New Jersey.
7.02. The original executed copy of this PLAN is on file at the principal
place of business of HYDI, 35 Industrial Parkway, Branchburg, NJ 08876.
7.03. A copy of the PLAN will be furnished without cost to any stockholder
of BMP or HYDI upon request.
IN WITNESS WHEREOF, the parties hereto caused this PLAN to be executed by their
duly authorized officers and their respective corporate seals affixed hereto on
the twenty seventh day of May, 1999.
HYDROMER, INC.
ATTEST:
By: By:
---------------------------------- ------------------------------------
Secretary Vice-President
BIOSEARCH MEDICAL PRODUCTS, INC.
ATTEST:
By: By:
---------------------------------- ------------------------------------
Secretary President
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<PAGE>
EXHIBIT B (FAIRNESS OPINION)
Fairness opinion; Report of:
Jeffrey J. Nelson
Wharton Valuation Associates, Inc.
704 River Road
West Trenton, NJ 08628
Dated May 12, 1999
We have conducted an analysis of Biosearch Medical Products, Inc.("Biosearch" or
the "Company") for the purpose of determining the fair value of 100 percent of
the Company's outstanding stock. It is our understanding that our analysis may
be used by the Company's Board of Directors in assessing the financial fairness
of an offer to purchase all the Company's outstanding common stock.
It is our understanding that an offer of $0.20 per share of common stock has
been made by Hydromer, Inc. We understand further that Hydromer has agreed to
assume approximately one-half of the "change of control" obligation (not booked
on the Company's balance sheet). We consider this offer to be fair from a
financial point of view from the perspective of the stockholders of Biosearch
Medical Products, Inc.
We base this conclusion upon an analysis of financial projections for Biosearch
out over the next five years, as well as the prices being paid for companies in
the medical instrument industry. With respect to out valuation of the Company's
projections, we applied a discount rate which reflects the considerable
uncertainty that the actual results will not materialize as projected. With
respect to the prices being paid for similar companies, we valued the Company at
the lower end of the range of multiples (of revenue) prevailing in the market
place, again reflecting relatively poor operating history. We also considered
the Company's relatively thin equity capitalization and poor operating results
for the first three months of 1999.
I hope this brief summary is of help to you and urge you to call if there is any
questions regarding it.
/ss/ Jeffrey J. Nelson, Managing Director
******END OF PROPOSAL I******
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<PAGE>
II. ELECTION OF DIRECTORS
(Proposal II)
Five directors will be elected at the Annual Meeting of Stockholders, each to
serve for one year and until a successor shall have been chosen and qualified.
It is the intention of each of the persons named in the accompanying form of
Proxy to vote the shares represented thereby in favor of the five nominees
listed in the following table, unless otherwise instructed in such Proxy. Each
such nominee is currently serving as a director. In case any of the nominees are
unable or decline to serve, such persons reserve the right to vote the shares
represented by such Proxy for another person duly nominated by the Board of
Directors in such nominee's stead or, if no other person is so nominated, to
vote such shares only for the remaining nominees. The Board of Directors has no
reason to believe that any person named will be unable or will decline to serve.
Certain information concerning the nominees for election as directors is set
forth below. Such information was furnished by them to the Company. In the event
Proposal I is approved by the stockholders, it will result in the stock of
Biosearch being owned by one entity, Hydromer, Inc. Pursuant to the Bylaws of
Biosearch, Hydromer may keep or replace the elected Board members in its sole
discretion.
NOMINEES FOR ELECTION
NAME, AGE, & PRINCIPAL AMOUNT AND NATURE PERCENT OF
OCCUPATION OF BENEFICIAL OUTSTANDING
- ---------- OWNERSHIP OF SHARES
COMMON STOCK -----------
AS OF NOVEMBER 15, 1999(1)
--------------------------
MANFRED F. DYCK, age 63; 480,004(2) 21.8
C.E.O. of the Company
since 1975; Director, CEO &
President: Hydromer, Inc.,
(developer and marketer
of polymeric complexes).
Director of the Company
since 1975.
MARTIN C. DYCK, age 37; 39,041(3) 1.8
President of the
Company since 1998; Vice
President of Operations
since 1993, Employed by
the Company in various
position since 1986, starting
as a Project Manager.
DAVID M. SCHRECK, M.D. age 45; 10,000(4) 0.5
Chief, Department of Emergency
Medicine, Medical Director,
Muhlenberg Regional Medical
Center since 1991; also
President EMO Medical
Offices in Livingston, NJ.
Director of the Company
since April 1996.
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NOMINEES FOR ELECTION
NAME, AGE, & PRINCIPAL AMOUNT AND NATURE PERCENT OF
OCCUPATION OF BENEFICIAL OUTSTANDING
- ---------- OWNERSHIP OF SHARES
COMMON STOCK -----------
AS OF NOVEMBER 15, 1999(1)
--------------------------
FREDERICK A. PERL, MD, age 71 9,000(4) 0.4
Attending staff, Somerset Medical
Center since 1957; Consulting staff
Obstetrics and Gynecology, Carrier
Clinic since 1959; Affiliated with
St. Peter's Medical Center, active staff
Since 1994, Director of the Company
since December 1996
KLAUS J.H. MECKELER, M.D. age 65; 22,000(4) 1.0
Clinical Professor of Medicine
UMDNJ, Robert Wood Johnson Medical School
Former Chief of Gastroenterology
and Director of Endoscopic Clinic
(a clinic specializing in
gastrointestinal disorders)
Somerset Medical Center, since
1966; Director of the
Company since January 1984.
- ----------
(1) Except as otherwise indicated, as of November 15, 1999, each nominee had
sole voting and investment power with respect to all shares shown in the
table as beneficially owned by such nominee.
(2) Includes an aggregate of 38,418 shares held by Mr. Dyck as custodian for
certain of his children and his children directly; also includes 96,867
stock options in Mr. Dyck's name. Excludes 4,654 shares and 34,387 options
in the name of Mr. Dyck's son Martin who is also a Director. Includes
29,607 shares held by Ursula M. Dyck, his wife, individually or as
custodian.
(3) Includes 34,387 options being held by Mr. Martin C. Dyck
(4) In January 1998 the directors voted to re-issue certain options to account
for past services as Board members and to compensate directors for
agreeing to accrue Board Member fees. Dr. Meckeler was granted 22,000
options to purchase shares as a replacement for all previous options; Dr.
Schreck was granted 10,000 options to purchase shares as a replacement for
all previous options and Dr. Perl was granted 1,000 options in addition to
the 8,000 previously granted in 1997. The options were granted at the
market price on the date of grant.
No family relationship exists between any of the directors or
executive officers of the Company, except that Martin C. Dyck who
serves as President is Mr. Manfred F. Dyck's son.
BOARD MEETINGS
During the past year, the Board of Directors of the Company met ten times. Each
of the persons named above attended at least seventy-five percent (75%) of the
meetings of the Board of Directors and meetings of any committees of the Board
on which such person served which were held during the time that such person
served except for Mr. Martin C. Dyck who was appointed in September of 1998 and
Dr. David Schreck who attended 50% of the meetings.
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<PAGE>
COMMITTEES IN GENERAL
The Board of Directors of the Company does not have a Nominating Committee or a
Compensation Committee. In June of 1989 the Company formed an Audit Committee to
oversee the auditing process and evaluate the performance of the outside
accountants. The Audit Committee met on one occasion in 1998. The Board of
Directors approved a practice in 1990 whereby the outside directors are to
approve the raises of all employees whose salaries are above $50,000 a year.
EXECUTIVE OFFICERS
Manfred F. Dyck has been Chairman of the Board, Chief Operating Officer since
1975. Mr. Dyck has been President of Biosearch from 1975 to 1998. He also serves
as Chief Executive Officer of Hydromer since June 1983 and a Director of
Hydromer since its inception. Mr. Dyck served as Chief Executive Officer of
Hydromer from its inception until October of 1986, and as of August 1989,
reassumed the duties of Chief Executive Officer.
Martin C. Dyck has been President of Biosearch since 1998. Prior to that he
served as Vice President of Operation from 1993-1998. He joined Biosearch in
1986 as a Project Manager and has served in various positions since then.
Robert Keller has been Vice President and Chief Financial Officer of Biosearch
since 1995. Prior to this he was Vice President and Chief Financial Officer of
Mailing Services. Mr Keller is also Principal Accounting Officer of Hydromer
since June 1999.
Robert J. Moravsik has been Vice President and General Counsel of Biosearch
since 1987. He also serves in the same capacity for Hydromer since April 1998.
Prior to that he was Vice President and General Counsel to Fisher Stevens, Inc.
a subsidiary of the Bureau of National Affairs.
SECTION 16 FILING OBLIGATIONS
During 1998 all directors and officers have complied with their obligation to
file the reports which are required by Section 16(a) of the Exchange Act. The
Company is not aware of any failure on the part of beneficial owners of more
then 10% of the outstanding common stock of the Company, to file timely reports.
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<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the CEO and executive
officers of the Company whose cash compensation exceeded $100,000 as of December
31, 1998.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compen. Awards Payouts
Other
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principle sation Award Options/ Payouts sation
Position Year Salary($) Bonus($) ($) ($) SARs(#) ($) ($)
- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Manfred F. Dyck 1998 36,840 0 3,420 0 0 0 0
1997 95,803 0 3,510 0 77,617 0 0
1996 192,500 0 16,760 0 0 0 0
</TABLE>
No other executive qualifies for inclusion in this table.
NOTES:
1. On October 29, 1997 Mr. Dyck was granted 77,617 options to
purchase company stock at $0.19. This grant was vested in
full. (see Options granted.)
2. On May 5, 1998 Mr. Martin C. Dyck was appointed President
of the Company (Mr. Manfred Dyck retaining the position of
Chairman and CEO). Martin Dyck's 1998 Salary was less then
$100,000.
3. The other annual compensation is premiums paid on a life
insurance policy.
4. Mr. Dyck's salary for 1998 was $95,000. The above table
reflects only what was actually paid. The remaining moneys
plus additional accrued salary for 1999 was paid in March of
1999. (See "Certain Agreements with Directors and Executive
Officers")
The Company has customary medical and group life insurance programs. See
"Certain Employee Benefit Arrangements" below. See also "Certain Agreements with
Directors and Executive Officers" and "Other Information Concerning Directors,
Officers, and Stockholders" below. The Company makes certain benefits not
described elsewhere herein available to its executive officers with a view to
acquiring and retaining qualified personnel and facilitating job performance.
The Company considers such benefits to be ordinary and incidental business costs
and expenses. The aggregate value of such benefits in the case of each executive
officer in the above table, which cannot be precisely ascertained, but is less
than the lesser of (a) 10% of the total salary and bonus paid to each executive
officer or (b) $50,000 as the case may be, is not included in such table.
OPTION GRANTED
On October 29, 1997 Stock Options to purchase 200,041 shares at $0.19 were
awarded to 13 managerial and key employees including Manfred F. Dyck who
received 77,617. These options immediately vested. The options expire if the
employee resigns. It was the Company's opinion that such awards are necessary to
retain the companies experienced key employees who have not received salary
increments for the past three years.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
% of Total
Options Exercise or
Granted Base Price Expir-
Options in Per Share ation
Name Granted Fiscal Year ($/sh) Date
Dr. Frederick Perl 1,000 2% .19 1/21/2003
Dr. Klaus J.H. Meckeler 22,000 43% " "
Dr. Davis Schreck 10,000 21% " "
These options were granted on January 21, 1998 based on the
longevity of the director's services to the Company.
Two employees were granted at total of 18,000 options (34%), 5
years, vesting 1/3 in each year at .19 to compensate for not
receiving an increase in salary. It is the opinion of the Company
that these options are needed to retain these important employees.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION STATUS
<TABLE>
<CAPTION>
Number of Unexercised See note
Shares Options Held at Val.of Unexer, in the money
Acquired when Value Fisc. Year End (#) Options at Fiscal Year End($)
Exercised(#) Realized($) Exercis- Unexercis- Exercis- Unexercis-
Name able able able able
<S> <C> <C> <C> <C> <C> <C>
Manfred F. Dyck, CEO, BD -- -- 96,867 0 0 0
</TABLE>
note: "in the money" calculation assumes a market price of $.12 (November 15,
1999). Pursuant to the terms of the option grant the shares are restricted, and
may only be sold in the marketplace pursuant to an exception to the requirements
to register such as Rule 144.
LONG-TERM STOCK INCENTIVE PLAN AWARDS
The Company did not have such a plan in effect for the fiscal year 1998 and has
no present intention to establish such a plan.
PROFIT SHARING RETIREMENT PLAN
The Company has a "401K" Plan in effect for all of its employees. Subject to the
discretion of the Company, exercised each year, it contributes 33 1/3% of
employee contributions up to 6% to the plan. Effective May 1, 1991, the Company
has discontinued the contribution subject to further action by the Board. The
full costs of administering the plan, which includes service fees paid to an
insurance company for administering the plan and monies paid to the Company's
auditors to provide an audit report, will be borne by the Company.
CERTAIN AGREEMENTS/TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
Mr. Dyck has an employment agreement with the Company which provides a minimum
annual salary of $192,500, and a 6-month notice of termination. Mr. Dyck was
required to devote at least 90% of his business time to the affairs of the
Company. On January 1, 1993 the Company and Mr. Dyck consented that his annual
salary would be reduced to $96,500 and he would be required to work on a part
time basis of three days per week. On June 4, 1994 Mr. Dyck's salary was
increased to the full time amount (90% of his time) of $193,000 per year. In
December 1994 as part of a cost reduction plan, Mr. Dyck voluntarily consented
to a salary reduction to $150,000 per year. On February 5, 1997 Mr. Dyck
presented the Board with a cost reduction program which resulted in his salary
being voluntarily reduced to $95,000/year based on a three day work week. On
5/5/98 by consent, Mr. Manfred Dyck's salary was amended to $95,000, accrued not
paid. He consented to be removed as President, but retained the title of
Chairman and CEO. Mr. Martin C. Dyck, son of Mr. Dyck was appointed President.
Effective 8/23/99 Mr. Manfred F. Dyck consented to a salary of $39,000 per year
based on a one day work week. The Board of Hydromer an affiliated company
resolved to pay Mr. Dyck's full time total salary of $195,000 per year, then be
reimbursed $9,750 on a quarterly basis by the Company. The Board of Directors of
the Company
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<PAGE>
consented to this arrangement.
In June of 1998 the Board passed a resolution providing that in the event of
change of control to one entity or more than one entity acting in concert, key
employees are to be immediately paid a percentage of their yearly salary. Mr.
Martin C. Dyck, President would be paid one years salary and Mr. Keller a Vice
President and the treasurer is to be paid 25% of a years salary. Four other key
employees are to be paid 25% of their salary. The total payment IF MADE on
12/31/98 would have been $136,000. On May 12, 1999 at a special board meeting to
consider the offer made by Hydromer, Inc. to exchange $0.20 for each common
share of the Company, Mr. Martin C. Dyck waived this change of control payment
($72,000) in lieu of an offer by Hydromer of the position of Vice President at a
salary of $110,000 per year and an option to purchase 10,000 Hydromer shares at
a price equal to the last five day average market price on the day of closing of
the exchange transaction (see Proposal I.)
On December 30, 1998 the Company paid Mr. Martin C. Dyck $ 8,492 representing
salary earned but not paid and on March 4, 1999 the Company paid the Directors
as a group $ 70,500 representing directors' fees earned but not previously paid.
On March 11, 1999 the amount of $76,730 owed to Manfred F. Dyck, C.E.O. for
salary accrued was paid. On March 17, 1999 the Board agreed to continue to
accrue directors' fees, and Manfred F. Dyck agreed to a continued accrual of his
salary. On July 21, 1999 the Directors voted to pay all Directors fees owed to
date and continuing paying director's fees as they become due. Four director
including Mr. Manfred F. Dyck, received $3,750, the other director received
$3,000.
For services rendered to the Company certain directors of the Company were
granted options to purchase Common Stock of the Company. (See "Options Granted"
above.)
Each director of the Company is entitled to receive compensation in the amount
of $750 for each meeting of the Board of Directors attended either in person or
telephonically, and $200 for each specially called telephonic conference
meeting.
INFORMATION CONCERNING CERTAIN STOCKHOLDERS
The stockholders (including any "group" as that term is used in Section 13(d)
(3) of the Securities Exchange Act of 1934), who, to the knowledge of the Board
of Directors of the Company, owned beneficially more than 5% of any class of the
outstanding voting securities of the Company as of November 15, 1999, each
Director of the Company who owned beneficially shares of Common Stock and all
Directors and Officers of the Company as a group, and their respective share
holdings as of such date (according to information furnished by them to the
Company), are set forth in the following table. Except as indicated in the
footnotes to the table, all of such shares are owned with sole voting and
investment power. The company has one class of shares.
NAME AND SHARES OF COMMON STOCK PERCENT
ADDRESS OWNED BENEFICIALLY AS OF OF CLASS
- ------- NOVEMBER 15, 1999 --------
-----------------
Manfred F. Dyck 480,004(1) 21.8
255 Holland Road
Far Hills, NJ 07931
Martin C. Dyck 39,041(2) 1.8
Biosearch Medical Products, Inc.
35A Industrial Pkwy
Somerville, NJ 08876
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<PAGE>
NAME AND SHARES OF COMMON STOCK PERCENT
ADDRESS OWNED BENEFICIALLY AS OF OF CLASS
- ------- NOVEMBER 15, 1999 --------
-----------------
Frederick A. Perl 9,000(3) 0.4
951 North Mountain Ave.
Boundbrook, NJ 08805
David M. Schreck 10,000(3) 0.5
80 Division Ave.
Summit, NJ 07901
Klaus J.H. Meckeler 22,000(3) 1.0
Biosearch Medical Products, Inc.
35A Industrial Pkway
Somerville, NJ 08807
Steve N. Bronson 301,494 13.7
2101 W. Commercial Blvd, Suite 1500
Ft. Lauderdale, Florida 33309
All Directors and Officers 605,084(4) 27.5
as a Group (7 persons)
(1) Includes an aggregate of 38,418 shares held by Mr. Dyck as custodian for
certain of his children and his children directly; also includes 96,867
stock options in Mr. Dyck's name. Excludes 4,654 shares and 34,387 options
in the name of Mr. Dyck's son Martin who is also a Director. Includes
29,607 shares held by Ursula M. Dyck, his wife, individually or as
custodian.
(2) Includes 34,387 options being held by Mr. Martin C. Dyck
(3) In January 1998 the directors voted to re-issue certain options to account
for past services as Board members and to compensate directors for
agreeing to accrue Board Member fees. Dr. Meckeler was granted 22,000
options to purchase shares as a replacement for all previous options; Dr.
Schreck was granted 10,000 options to purchase shares as a replacement for
all previous options and Dr. Perl was granted 1,000 options in addition to
the 8,000 previously granted in 1997. The options were granted at the
market price on the date of grant.
(4) Includes 217,035 options presently held by Officers or Directors, see
"Options Granted Outside Of Stock Option Plan."
OTHER INFORMATION CONCERNING DIRECTORS, OFFICERS AND STOCKHOLDERS
The Company, during 1998 was a party to various transactions with Hydromer,
Inc., an affiliated entity. Hydromer provides the Company with chemicals and
analytical services. In the process of coating medical devices Biosearch one of
the diagnostic procedures requires the breakdown of a coating solution into its
components. IR Spectrography and/or Gas Chromatography is the method used.
Hydromer has this equipment and performs these tests for Biosearch. In 1998 the
Company purchased approximately $35,000 worth of goods and services from
Hydromer and billed Hydromer for approximately $26,000 for services and out of
pocket expenses incurred in its behalf (the Company provides secretarial
services to Hydromer at $500 per month). The Company has served as the a
subcontractor of Hydromer to provide coating services on various products using
the chemicals made by Hydromer at prices it would charge to any other
non-affiliated party for like services. The Company paid $38,900 to Hydromer as
royalties owed up to the date of expiration or termination on patents that
expired or were terminated in March of 1998. In the opinion of Biosearch, the
terms of these transactions were no less favorable then could be obtained by a
non-affiliated party.
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<PAGE>
In 1997 the Company was a party to various transactions with Hydromer, Inc.
Hydromer provides the Company with chemicals and analytical (chemical analysis)
services. In 1997 the Company purchased approximately $40,000 worth of goods and
services from Hydromer and billed Hydromer for approximately $77,000 for
services, out of pocket expenses incurred in its behalf (the Company provides
secretarial services to Hydromer at $500 per month), the purchase of a curing
oven for $46,000 and rented some space at Biosearch for $19,000. This
arrangement for space was terminated in latter 1997 and the oven was removed and
reinstalled at Hydromer's production facility. The Company paid Hydromer $29,000
representing a minimum royalty fee for a patent/know- how license concerning the
Hydromer coatings and accrued an additional $26,875 for royalties due but not
paid. In the opinion of Biosearch, the terms of these transactions were no less
favorable then could be obtained by a non-affiliated party.
In late 1997 Hydromer and Biosearch entered into a secrecy agreement whereby the
Officers of Hydromer were granted access to the non-public records of Biosearch
to explore any possible business relationships or ventures.
From July 96 to June 98 Hydromer purchased an aggregate of $46,500 of furniture
from Biosearch at terms which were no less favorable then could be obtained by a
non-affiliated party.
On March 31, 1998 the Company and Hydromer entered into a contract of sale
whereby, Hydromer agreed to purchase the Company's building and land at a price
of $850,000 and a three year lease-back to the Company of 16,000 square feet
(approx. 2/3 rds of the building). The parties valued the lease at $346,500. The
transaction was closed on June 12, 1998. Since then the parties have shared
various costs in accordance with the terms of the lease in the area of taxes,
utilities, security, cleaning, and other services which are in common. The
Company believes that the terms of the foregoing arrangement are fair and
equitable to both parties as prior to the closing, a non-affiliated party
canceled a transaction of substantially the same terms (except the purchase
price was $50,000 higher then purchased by Hydromer), due to their inability to
obtain a mortgage. After this cancellation and prior to the purchase by
Hydromer, Inc., Summit Bank, the holder of a $840,000 mortgage filed an action
seeking foreclosure against Biosearch and a court order to conduct a sheriff's
sale of Biosearch's property. If not for the sale to Hydromer, Inc. it is the
opinion of Biosearch that the sale price of the property at a forced sale would
have been substantially less that the amount paid by Hydromer, Inc. There were
no other potential buyers. Biosearch is of the opinion that the terms of this
transaction were fair under the circumstances.
As of April 20, 1998, as part of a cost reduction plan, the General Counsel was
employed by the Company on a part time basis of 1 day per week. The remaining 4
days are spent as the General Counsel of Hydromer. In the event of a conflict
between the Company and Hydromer, outside counsel is used.
In late August of 1998, the Hydromer Board of Directors considered that it may
be beneficial to Hydromer to acquire the stock of Biosearch Medical Products,
Inc. Hydromer is a company which is an affiliate of Biosearch by virtue of the
common stock ownership and control of both companies by Manfred F. Dyck. The
Hydromer Board considered that Hydromer could make use of Food and Drug
Administration- registered manufacturing facilities of Biosearch for coating,
and prototype development under GMP/ISO 9000 conditions, which the company needs
to remain competitive. The Hydromer board also considered that a stock
acquisition would permit the possible use of tax loss carry forwards ("NOL's")
which could improve Hydromer's cash flow. Because of the potential conflict of
interest, Manfred F. Dyck and Ursula M. Dyck excused themselves from these
deliberations and the Board established its three independent directors Robert
Bea, Dieter Heinemann and Dr. Maxwell Borow, to act as an Acquisition Committee
with authority to evaluate and recommend a course of action for Hydromer in this
matter.
The Hydromer's Acquisition Committee considered external reports from Howard
Lawson & Co. and a report from Hydromer's independent accountants.
In September of 1998, Hydromer qualified its interest in acquiring the stock of
the Company in a stock exchange at the ratio of 6 shares of Biosearch stock for
each one share of Hydromer and conditioned on certain liabilities of Biosearch
being eliminated. The Board of Directors (Manfred F. Dyck, not taking part in
the decision) was of the opinion that the stated terms might not be in the best
interests of the stockholders as the assets of the Company were worth more then
the total value of the Hydromer shares that the Biosearch stockholders would
have gotten. In September of 1998 Hydromer shares were selling on the "pink
sheets" (OTC Bulletin Board) at prices fluctuating between $0.62 to $0.95 (with
occasional spikes over $1.00); Biosearch shares were selling at prices ranging
from $0.06 to $0.16. (On September 2, 1998 the date the offer was reviewed by
the Biosearch Board the stock prices were:
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<PAGE>
Stock Hydromer Biosearch
Bid $0.75 $0.08
Ask 1.18 0.16
(Bid is the amount a potential buyer has offered to buy the stock at. Ask is the
price a potential seller has indicated they will sell at.)
At this time Biosearch was negotiating an asset sale and a technology license
with C.R. Bard, Inc. and was unsure of the outcome in respect to the value of
the Company. The Biosearch Board was optimistic that such a transaction could
increase the perceived value of Biosearch to a third party. With respect to the
price of the Company's stock, it is the opinion of Biosearch that the OTC
Bulletin Board does not reflect the true value of the Company's stock due to
small amount of transactions and the wide fluctuation in price that can occur
because of a few small transactions.
In March of 1999 the Biosearch directors sought the advice of an evaluation
expert to render a fairness opinion. (See Exhibits B of this Proxy Statement for
the opinion rendered from Wharton Valuation Associates, Inc.)
In April 1999, Hydromer expressed interest to exchange each Biosearch share for
a payment of $0.15. In addition there were other conditions which the Biosearch
board found to be burdensome on certain employees (it required 5 key employees
to waive a total of $136,000 in compensation, due and payable upon a change of
control. Mr. Martin C. Dyck, President of the Company was one of these
employees. This conditional compensation was given because these employees have
not gotten raises in the past few years.) The Directors were of the opinion that
loss of these key employees would be detrimental to the operation of Biosearch.
On May 10, 1999 Hydromer, Inc. revised its offer to $0.20 and the allowance of
part of the employee change of control payment and at a special meeting of the
Biosearch Board of Directors, held on May 12, 1999 the Biosearch Board approved
the offer and directed that it be presented to the stockholders for a vote. A
PLAN OF EXCHANGE was thereafter approved at the regular Board meeting held on
May 27, 1999 (see Proposal I).
In the latter part of 1998 the Company and Hydromer formed a Y2K joint task
force to assess the effect the Y2K problem would have on the facilities, jointly
occupied. The companies are devising a plan that in the opinion of the
management of the Company will be less expensive to implement then any plan
implemented alone by the Company.
On February 25, 1999 the Company closed a transaction with C.R. Bard, Inc. which
transferred the Company's process coating technology and a coating machine
pertaining to intermittent urinary catheters for the sum of $650,000. (The
Company retained the coating machine at the request of C.R. Bard to manufacture
and coat urinary catheters pursuant to a supply arrangement.) On the same date,
Hydromer closed a transaction which licensed the right to use Hydromer's coating
chemicals on the same device. Biosearch's contract had a condition whereby, the
closing was conditioned on the Hydromer transaction closing at the same time.
Outside counsel was used to represent the interests of Hydromer, because of a
potential conflict.
On June 28, 1999 the C.F.O. of Biosearch (Mr. Robert Keller) agreed to provide
accounting services to Hydromer, Inc. as their Principal Accounting Officer on a
part time basis in such a way as it would not interfere with his
responsibilities at Biosearch. The total amount of his compensation for 1999 is
expected to be far less then $100,000.
Manfred F. Dyck, C.E.O. of the Company and his wife Ursula M. Dyck are also
directors of Hydromer. Mr. Manfred Dyck is the President and CEO of Hydromer. In
total they hold 42% (on a fully diluted basis) of the capital stock of Hydromer.
Their son Martin C. Dyck, who is President of the Company, owns 46,152 shares or
1.1% of Hydromer stock.
*****END OF PROPOSAL II*****
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<PAGE>
III. RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Amper, Politziner & Mattia to serve as
independent accountants for the Company for the fiscal year ending December 31,
1998. The Board of Directors considers this firm to be eminently qualified.
A representative of Amper, Politzner & Mattia will be present at the Meeting
with the opportunity to make a statement, if such representative desires to do
so, and will be available to respond to appropriate questions.
IV. OTHER MATTERS
The Board of Directors of the Company does not know of any other matters which
may be brought before the Meeting. However, if any such matters are properly
presented for action, it is the intention of the person named in the
accompanying form of Proxy to vote the shares represented thereby in accordance
with their judgment on such matters.
V. MISCELLANEOUS
If the accompanying form of Proxy is executed and returned, the shares of Common
Stock represented thereby will be voted in accordance with the terms of the
Proxy, unless the Proxy is revoked. In the event a later dated proxy is received
this later dated proxy will revoke an earlier dated proxy.
IMPORTANT
IF NO DIRECTIONS ARE INDICATED IN SUCH PROXY, THE SHARES REPRESENTED THEREBY
WILL BE VOTED IN THE ELECTION OF DIRECTORS (PROPOSAL II) IN FAVOR OF THE
INDIVIDUAL PROPOSE BY THE BOARD OF DIRECTORS AND IN FAVOR OF PROPOSAL I
(EXCHANGE [FORM OF SALE] OF STOCK FOR $0.20/SHARE). ANY PROXY MAY BE REVOKED AT
ANY TIME BEFORE IT IS EXERCISED. THE CASTING OF A BALLOT AT THE MEETING BY A
STOCKHOLDER, WHO MAY HAVE ALREADY GIVEN A PROXY, WILL HAVE THE EFFECT OF
REVOKING THE SAME. A STOCKHOLDER MAY REVOKE A PROXY BY NOTIFYING THE SECRETARY
OF BIOSEARCH IN WRITING IN ANY FORM SIGNED BY THE STOCKHOLDER, THAT THE PRIOR
PROXY IS REVOKED OR BY SENDING IN A LATER-DATED PROXY.
All costs relating to the solicitation of Proxies will be borne by the Company.
Proxies will be solicited by the Company by mail and the Company may pay brokers
and other persons holding shares of stock in their names or those of their
nominees for their reasonable expenses in sending soliciting material to their
principals.
It is important that Proxies be returned promptly. Stockholders who do not
expect to attend the Meeting in person are urged to mark, sign, and date the
accompanying form of Proxy and mail it in the enclosed return envelope, which
requires no postage if mailed in the United States, so that their votes can be
recorded.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2000 Annual Meeting of
Stockholders of the Company must be received by the Company by April 20, 2000 in
order to be considered for inclusion in the Company's Proxy Statement relating
to such Meeting.
***END***
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<PAGE>
PROXY CARD
PROXY BIOSEARCH MEDICAL PRODUCTS INC. PROXY-Annual Meeting of Shareholders -
December 31, 1999. This Proxy is Solicited on behalf of the Board of Directors
1. Exchange of Common Stock: Should the shareholders exchange (a form of sale)
their stock for a payment of $0.20 per share ? The shareholders are being asked
to approve a plan by which ALL shareholders would be required to exchange their
common stock for $0.20 per share
(The Board of Directors recommend you vote YES for this PROPOSAL I)
YES |X|
NO |X|
WITHHOLD AUTHORITY (an abstention) |X|
2. ELECTION FOR, all nominees |X|
WITHHOLD AUTHORITY (an abstention) |X|
*EXCEPTIONS |X| OF DIRECTORS listed below to vote for all nominees.
Nominees: Manfred F. Dyck, Martin C. Dyck, Klaus J.H. Meckeler, M.D., Frederick
L. Perl, M.D. and David M. Schreck, M.D. (INSTRUCTIONS: To withhold authority to
vote for any individual nominee, mark the Exceptions box
and write that nominee's name in the space provided below).
Exceptions ___________________________________________________________________
3. In their discretion, upon such other matters as may properly come before the
meeting.
Change of Address or Comments Mark Here |X|
Important please sign your name or names on the line(s) below exactly as shown
hereon. Executors, administrators, trustees, guardians or corporate officers
indicate their full title when signing. Where shares are registered in the names
of joint tenants or trustees, each tenant or trustee should sign. Dated:
____,1999
| (Signature of Shareholder) | | ___________________________________
| (Signature of Shareholder if ___________________________________| held
jointly)
Votes MUST be indicated (x) in Black or Blue ink. [X] Please sign, Date and
Return the Proxy Card Promptly Using the Enclosed Envelope.
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<PAGE>
The undersigned, a shareholder of BIOSEARCH MEDICAL PRODUCTS INC., does hereby
appoint ROBERT KELLER and ROBERT J. MORAVSIK, or either of them with full power
of substitution, his proxies, to appear and vote all shares of Common Stock of
the Company which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held at the Ryland Inn, Route 22 West, Whitehouse, New
Jersey, on December 31, 1999, 10:00 am, local time, or at any adjournment
thereof, upon such matters as may properly come before the Meeting. THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED THEY WILL BE VOTED IN FAVOR OF THE NOMINEES LISTED ON THE REVERSE SIDE
AND FOR THE STOCK EXCHANGE (Continued and to be Completed on Reverse Side)
BIOSEARCH MEDICAL PRODUCTS P.O. BOX 11047 NEW YORK, N.Y. 10203-0047
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