<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997 COMMISSION FILE NO. 0-10581
TRIMEDYNE, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 36-3094439
- ---------------------------------------- -------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
2801 BARRANCA ROAD, P.O. BOX 57001
IRVINE, CALIFORNIA 92619-7001
- ---------------------------------------- -------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 559-5300
-----------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(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 the
filing requirements for the past 90 days. Yes X No
--- ---
The aggregate market value of voting stock held by non-affiliates of
registrant on January 12, 1998, based upon the closing price of the common stock
on such date was $19,085,000.
As of January 12, 1998, there were outstanding 10,905,956 shares of
registrant's Common Stock.
Indicate by check mark if 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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this From 10-K or any
amendment to this Form 10-K. [X]
<PAGE> 2
PART III
ITEM 10. IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, ages and offices of all of
the directors and executive officers of the Company:
<TABLE>
<CAPTION>
Name Age Office Held
---- --- -----------
<S> <C> <C>
Marvin P. Loeb 71 Director, Chairman of the Board of Directors,
and Chief Executive Officer
Peter T. Hyde 50 Director, President and Chief Operating Officer
Donald Baker 68 Director
Bruce N. Barron 42 Director
Richard F. Horowitz 57 Director
Charisse E. Chel 43 Corporate Controller, Treasurer and
Chief Financial and Accounting Officer
L. Dean Crawford 53 Vice President-Operations/Research
and Development
Richard A. Demmer 66 Vice President-Sales, and Secretary
Susan Gamble 42 Vice President-Regulatory Affairs
and Quality Assurance
Hope Sherwood 43 Vice President-Marketing
</TABLE>
DIRECTORS
Marvin P. Loeb has been a director of the Company since 1980, Chairman
of the Board of the Company since March 1981, Chief Executive Officer of the
Company since April 1991 and he served as President of the Company from April
1991 until November 1992. He has been the Chairman of the Board for Cardiodyne,
Inc. (formerly Trioptic Laser, Inc.) since May 1992. He has been a Director of
Pharmos, Inc. (formerly Pharmatec, Inc.), a publicly-held company developing
pharmaceutical products, since December 1982 and Chairman from that date until
October 1992. Since May 1986, he has been Chairman and a director of
Cardiomedics, Inc., a privately held company which developed and is marketing a
circulatory assist device. Since November 1988, he has been Chairman of
Ultramedics, Inc., a privately held company whose principal interest is its
investment in Cardiomedics, Inc. Mr. Loeb was a Director of Gynex
Pharmaceuticals, Inc., (now BioTechnology General Corporation), a publicly-held
pharmaceutical manufacturer, from April 1986 until August 1993, and was its
Chairman from April 1986 to August 1992. From April 1986 to June 1994, he was
Chairman and a Director of Xtramedics, Inc. (now Athena Medical Corporation), a
publicly held company engaged in the development of a feminine hygiene product.
From December 1979, he was Chairman of Automedix Sciences, Inc., (now COMC,
Inc.), a publicly held company in the voice and data telecommunications
business,
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of which he continues to serve as a Director. Since 1980, Mr. Loeb has been a
director of Contracap, Inc., (Chairman from 1988 to 1993), a publicly held
company which was developing a contraceptive product and is now inactive. Mr.
Loeb was Chairman from 1983 to April 1987 and Vice Chairman from April 1987 to
April 1992 of Petrogen, Inc., a privately held company which was developing
genetically engineered bacteria for oil and toxic waste cleanup and is now
inactive. Mr. Loeb has been President of Master Health Services, Inc., a family
held medical consulting firm, since 1973, and Marvin P. Loeb and Company, a
family held patent licensing firm, since 1983. Mr. Loeb is Mr. Barron's
father-in-law. Mr. Loeb holds an honorary Doctor of Science Degree from Pacific
States University and a Bachelor of Science Degree from the University of
Illinois.
Peter T. Hyde has been a director of the Company since January 1993. He
has been the President and Chief Operating Officer of the Company since November
1992. Prior to this appointment, he was a consultant for the Company from August
1992 until November, 1992. From March 1982 until August 1992, Mr. Hyde held
numerous management positions at Alcon Surgical Inc., Fort Worth, Texas, an
ophthalmic company. Mr. Hyde holds a Bachelor of Science degree from the United
States Military Academy at West Point.
Donald Baker has been a director of the Company since May 1983. He also
has been a director of Cardiodyne, Inc. (formerly Trioptic Laser, Inc.) since
August 1996. Mr. Baker recently retired after 39 years as a partner of the law
firm of Baker & McKenzie. He holds a J.D.S. degree from the University of
Chicago Law School. Mr. Baker is a Director of the Mid-America Committee on
International Business and Government Cooperation, Chicago, Automedix Sciences
(now COMC, Inc.), Santa Ana, CA and Cardiomedics, Inc., Santa Ana, CA. He is a
member of the Illinois, Chicago and American Bar Associations.
Bruce N. Barron has been a director of the Company since August 1988
and was also a director of the Company from May 1980 to March 1983. He also has
been a director of Cardiodyne, Inc. (formerly Trioptic Laser, Inc.) since May
1992. Since April 1995 he has been President and CEO of Molecular Geriatrics
Corporation, a privately owned company developing pharmaceuticals to treat and a
diagnostic to detect, Alzheimer's Disease, having been Chief Financial Officer
since September 1993 and a director since June 1994. He was Chief Financial
Officer and a director of Gynex Pharmaceuticals, Inc. (now BioTechnology General
Corporation), from May 1985 to August 1993 and Secretary from November 1985 to
July 1989. He was Vice President-Finance and a director of Contracap, Inc. from
April 1988 to June 1993, a director of Petrogen, Inc. from July 1990 to April
1992; President and Chief Executive Officer of Pharmos, Inc., a biotechnology
company, from July 1990 to October 1992, a director of Pharmos, Inc., from
August 1988 to October 1992, and from July 1985 to July 1986 (Vice President
Finance from July 1985 to July 1987); a director of Xtramedics, Inc. from
September 1988 to June 1994, Vice Chairman and Chief Executive Officer from
September 1989 to February 1994 and Vice President-Finance from September 1988
to September 1989; a director of Automedix Sciences (now COMC, Inc.) since 1984
and Secretary/Treasurer since December 1987; Treasurer, Chief Financial Officer
and a director of Direct Therapeutics, Inc. (a privately owned company
developing therapeutics for the treatment of cancer) since June 1991; a director
of Applied Starch Technologies (a privately owned company developing starch
based products) since January 1992; a director of Cardiomedics, Inc. since May
1986 and a director of Toll Coating Services, a privately owned company
providing specialty coating to various industries since January 1995. He has
served without compensation from time to time since 1978 as a director,
Secretary and/or Treasurer of Master Health Services, Inc., and other privately
owned companies some of which Marvin P. Loeb, his father-in-law, has an
interest. Members of Mr. Barron's family, but not Mr. Barron, are beneficiaries
of a trust established by Mr. Loeb. Mr. Barron holds a B.S. degree in Accounting
from the University of Illinois.
Richard F. Horowitz has been a director of the Company since April
1983. He also has been a director of Cardiodyne, Inc. (formerly Trioptic Laser,
Inc.) since May 1992. He has been a Director of Automedix Sciences, Inc. (now
COMC, Inc.) since November 1988 and of Cardiomedics, Inc. since 1992. Mr.
Horowitz has been a practicing attorney in New York City for the past 33 years.
He has been a member of the firm of Heller, Horowitz & Feit, P.C. (formerly
Heller, Horowitz & Feit) since January 1979. Heller, Horowitz & Feit, P.C. has
been securities counsel to the Company and to other entities with which Mr. Loeb
is associated. Mr. Horowitz is a graduate of Columbia College and Columbia Law
School. He is a member of the Association of the Bar of the City of New York and
the New York State Bar Association.
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EXECUTIVE OFFICERS
The executive officers of the Company who are not also directors are:
Charisse E. Chel, has been Chief Financial Officer since September 1997
and Treasurer since April 1997. She has been Corporate Controller since June
1996. Before joining the Company, she was Vice President-Administration and
Finance and Controller for Coastcast Corporation. Ms. Chel has a Bachelor of
Science Degree in Business Administration from the University of Phoenix.
L. Dean Crawford, has been Senior Vice President-Research and
Development since April 1997. Mr. Crawford had been Vice
President-Operations/Research & Development since July 1995 and Vice
President-Delivery Systems since May 1992. Mr. Crawford has been with Trimedyne
since February 1989. Before joining the Company, he was a manufacturing engineer
and R&D Section Manager for Baxter Edwards Critical Care Division. Mr. Crawford
has a Bachelors and Masters of Engineering Degree in Mechanical Engineering from
Brigham Young University.
Richard A. Demmer, has been Vice President of International Sales and
Corporate Secretary since 1990. Mr. Demmer had been Executive Vice President and
Secretary of the Company and President, Industrial Products Division
(Poly-Optical Products, Inc. and Laser Ionics, Inc.) since September 1987. He
had been Secretary-Treasurer of the Company from September 1987 through November
1988 and previously served in that capacity from September 1985 to December
1986. He had been Vice President and General Manager, Industrial Products
Division since September 1986. Prior to September 1986, Mr. Demmer was Vice
President and General Manager (since 1978) and a Director (since April 1985) of
the Company's subsidiary, Poly-Optical Products, Inc.
Susan H. Gamble, has been Vice President-Regulatory Affairs and Quality
Assurance since April 1997. Ms. Gamble has been with Trimedyne since May 1994 as
Director, Regulatory Affairs and Quality Assurance. Before joining the Company,
she was with Johnson & Johnson as Manager, Regulatory Affairs for Iolab
Corporation. Ms. Gamble holds a Bachelor of Science Degree in Biological
Sciences from the University of California at Irvine, and a Masters of Business
Administration from Pepperdine University.
Hope Sherwood, has been Vice President-Marketing since April 1997. Ms.
Sherwood had been Director of Marketing since April 1992. She has been
with Trimedyne since September 1987. Before joining the Company, she owned and
managed two agencies in New York. Ms. Sherwood holds a Bachelor of Arts Degree
in Spanish and English from the State University of New York at Albany.
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<PAGE> 5
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth the executive compensation paid during
the fiscal years ended September 30, 1997, 1996 and 1995 to all Executive
officers of Trimedyne who earned more than $100,000 in combined salary and bonus
in fiscal 1997:
TABLE I
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
-------------------
Annual Compensation(1) Securities
---------------------- Underlying All Other
Name of Individual Salary Bonus Options Compensation
and Principal Position Year ($) ($) (#) ($)(2)
- ---------------------- ---- ------- ----- ---------- ------------
<S> <C> <C> <C> <C> <C>
Marvin P. Loeb, Chairman 1997 218,214 -- 12,898
of the Board and Chief 1996 199,518 -- 60,000 12,487
Executive Officer 1995 189,858 -- -- 12,770
Peter T. Hyde, President 1997 189,808 -- 15,359
and Chief Operating Officer 1996 175,268 - 40,000 15,444
1995 172,200 - - 14.516
L. Dean Crawford, Sr. 1997 95,741 -- 6,010
V.P.-Research and Development 1996 95,365 20,000 5,869
1995 91,883 70,500(3) 5,260
Richard A. Demmer, 1997 85,757 25,982 -- 7,731
V.P. of International Sales, 1996 84,773 19,057 7,500 8,282
Secretary 1995 80,581 13,029 54,000(4) 7,633
</TABLE>
- ---------------------------
(1) Amounts shown include cash and non-cash compensation earned and received by
executive officers.
(2) Amounts of Other Annual Compensation shown for officers include the cost of
(i) car allowances and expenses, and (ii) costs of 401(k) matching
contributions.
(3) Includes 58,500 shares of Common Stock repricing.
(4) Includes 50,000 shares of Common Stock repricing.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no options granted for the named executive officers during the fiscal
year ended September 30, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR-END OPTION/SAR VALUES
The following table sets forth certain information with respect to the Company's
Chief Executive Officer and the other executive officers named in the Summary
Compensation Table concerning unexercised options held as of the end of the 1997
fiscal year.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SAR IN-THE-MONEY OPTIONS
AT FY END (#)(1) AT FY END ($)(2)
------------------------------- ------------------------------
SHARES
ACQUIRED ON VALUE
EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
LOEB, MARVIN P. -- -- 54,000 66,000 -- --
HYDE, PETER T. -- -- 48,000 72,000 -- --
CRAWFORD, L. DEAN -- -- 31,810 31,200 183 --
DEMMER, RICHARD A. -- -- 17,100 17,400 -- --
</TABLE>
- ----------------------
(1) Non-Qualified Stock Options granted have a term of six years, and
Incentive Stock Options granted have a term of ten years. All Options
are subject to earlier termination, with options becoming exercisable
over periods of two, three, four or five years for Non-Qualified Stock
options and five years for Incentive Stock Options from dates of grant.
See footnote 1 to "Executive Compensation - Option/SAR Grants in Last
Fiscal Year" above for additional information or general terms which
apply to all stock option awards made.
(2) Values were calculated by multiplying the closing market price of
Trimedyne Common Stock at September 30, 1997 ($2.68 per share as
reported by NASDAQ on that date) by the respective number of shares and
subtracting the option price. No dollar value means that the market
price is lower than the exercise price.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT
The following transactions occurred during fiscal 1997 in which the
present directors, officers and key employees of the Company had a direct or
indirect material interest. The Company believes that the terms of the
transactions described below are as favorable as could have been obtained with
unaffiliated third parties.
Mr. Horowitz, a director of the Company, is a member of the firm of
Heller, Horowitz & Feit, P. C., securities counsel to the Company. Heller,
Horowitz & Feit, P.C. also represent other companies of which Mr. Loeb is a
director, officer and/or controlling stockholder. During the fiscal year ended
September 30, 1997, the company paid $27,800 to the above law firm. Mr. Barron,
a director, is also a consultant to the Company and was compensated at the rate
of $2,800 per month receiving a total of $33,600 in fiscal 1997.
7
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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.
Trimedyne, Inc.
Date: January 28, 1998 By: /s/ MARVIN P. LOEB
----------------------------
Marvin P. Loeb,
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Marvin P. Loeb Chairman of the Board of Directors January 28, 1998
- --------------------------- Chief Executive Officer
Marvin P. Loeb
President and Chief Operating January 28, 1998
- --------------------------- Officer
Peter T. Hyde
/s/ Donald Baker Director January 28, 1998
- ---------------------------
Donald Baker
/s/ Bruce N. Barron Director January 28, 1998
- ---------------------------
Bruce N. Barron
/s/ Richard F. Horowitz Director January 28, 1998
- ---------------------------
Richard F. Horowitz
/s/ Charisse E. Chel Corporate Controller, Treasurer January 28, 1998
- --------------------------- and Chief Financial and
Charisse E. Chel Accounting Officer
</TABLE>
8
