FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K SB-A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended DECEMBER 31, 1998.
Commission File Number 0-9860
BIOSEARCH MEDICAL PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2090421
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
35 INDUSTRIAL PARKWAY, SOMERVILLE, NEW JERSEY 08876-1276
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(Address of principal executive offices) (Zip Code + 4)
Registrant's telephone number, including area code: (908) 722-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
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NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, WITHOUT PAR VALUE
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] YES [ ] No
Indicate by check mark if the disclosure of delinquent filers
pursuant to item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this form 10-K
or any amendment to this form 10-K. [ ]
THE AGGREGATE MARKET VALUE ON MARCH 28, 1999 OF VOTING STOCK HELD BY
NON-AFFILIATE OF THE REGISTRANT IS ESTIMATED TO BE $250,000.
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANTS COMMON STOCK, NO
PAR VALUE, AT MARCH 28, 1999 WAS 2,202,878.
List hereunder the documents, all or portions of which are
incorporated by reference herein, and the Part of the Form 10-K into which the
document is incorporated: Proxy Statement to be filed with respect to the 1998
Annual Meeting of the Shareholders, Form 8-K and Form 8 filed prior to this 10-K
- -- Part III.
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POWER OF ATTORNEY
The Company and each person whose signature appears below hereby
appoint Manfred F. Dyck and Robert C. Keller as attorneys-in-fact with full
power of substitution, severally, to execute in the name and on behalf of the
registrant and each such person, individually and in each capacity stated below,
one or more amendments to the annual report; which amendments may make such
changes in the report as the attorney-in-fact acting deems appropriate and to
file any such amendment to the report with the Securities and Exchange
Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 20, 1999
BIOSEARCH MEDICAL PRODUCTS INC.
By: /s/ Manfred F. Dyck
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Manfred F. Dyck
Chief Executive Officer
Chairman Board of Directors
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Dated: September 20, 1999
By: /s/ Manfred F. Dyck
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Manfred F. Dyck
Chief Executive Officer
Chairman Board of Directors
Dated: September 20, 1999
By: /s/ Robert C. Keller
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Robert C. Keller
Chief Accounting Officer and
Treasurer
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SIGNATURES (cont)
Dated: September 20, 1999
By: /s/ Martin C. Dyck
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Martin C. Dyck
Director
Dated: September 20, 1999
By: /s/ David M. Schreck, M.D.
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David M. Schreck, M.D.
Director
Dated: September 20, 1999
By: /s/ Klaus J.H. Meckeler, M.D.
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Klaus J.H. Meckeler, M.D.
Director
Dated: September 20, 1999
By: /s/ Frederick L. Perl, M.D.
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Frederick L. Perl, M.D.
Director
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INDEX TO EXHIBITS
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3 (a) - Certificate of Incorporation of the Company- Revised
3 (b) - By-Laws of the Company- Revised
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K SB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997:
10(vvvv) Contract of sale of between Biosearch and Rebtex for sale of Company's building dated
November 24, 1997 and terminated in April, 1998.
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K SB FOR THE FISCAL YEAR ENDED DECEMBER 31,1998:
10(wwww) Contract of sale between Biosearch and Hydromer for the sale of the building dated March,
1998, closed June 12, 1998
10(xxxx) Three year lease of Company's headquarters from Hydromer on June 12, 1998, prepaid at
$346,500.
10(yyyy) Standstill Agreement between C.R.Bard and Biosearch dated August 14, 1998 preventing the
Company from offering the urinary catheter business to others, extended on October 30, 1998
at a total consideration of $200,000.
10(zzzz) Asset sale between the Company and C.R.Bard dated February 25, 1999 selling a coating
machine and all technology to manufacture intermittent urinary catheters for $650,000
($200,000 already paid).
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