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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the Fiscal Year Ended May 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from ___________ to ___________
Commission file number 0-5099
LIFE SCIENCES, INC.
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(Name of small business issuer in its charter)
DELAWARE 59-0995081
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2900 - 72nd STREET NORTH
ST. PETERSBURG, FLORIDA 33710
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (727) 345-9371
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Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.10 PAR VALUE ("Common Stock")
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-KSB
or any amendment to the Form 10-KSB. [ ].
Registrant's revenues for its fiscal year ended May 31, 2000 were
approximately $1,475,000.
The aggregate market value of the Common Stock held by non-affiliates
on September 6, 2000, based on the closing sale price of the Common Stock on
that day on the OTC bulletin board ($1.250), was $1,791,818.70.
As of September 6, 2000 there were 4,196,670 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's definitive proxy statement to be filed with
the Securities and Exchange Commission within 120 days of May 31, 2000 in
connection with registrant's 2000 annual meeting of stockholders are
incorporated by reference into Part III of this Form 10-KSB.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
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THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD
CAUSE ACTUAL EVENTS AND RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED BY THOSE FORWARD-LOOKING STATEMENTS. SEE "ITEM 1. BUSINESS - FORWARD
LOOKING STATEMENTS".
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT
Life Sciences, Inc., a Delaware corporation (the "Company", "LSI" or
"Registrant"), was incorporated in 1963 to produce and sell
specific-pathogen-free, or "SPF", laboratory animals for biomedical research,
particularly in the area of cancer. Since 1990 the Company has primarily
focused its activities on the production and sale of molecular biology enzymes
employed in the synthesis and other manipulations of DNA and other nucleic
acids.
In 1998 the Company shut down a joint venture then engaged in the
incineration of biomedical waste and in 1999 sold an outlying parcel of land to
an unaffiliated neighboring business and, in a separate transaction in fiscal
year 1999, sold all of its remaining real estate and entered into a lease for
the laboratory and office facilities it historically occupied. The latter sale
transaction satisfied the $859,075 principal amount of a mortgage on the
property and extinguished the additional mortgage indebtedness secured by the
property. The Company also eliminated in 1999 an additional $568,829 of
principal amount of indebtedness through its conversion into 1,399,927 shares
of the Company's Common Stock. In the mortgage satisfaction transaction and the
conversion of debt to equity transactions, interest and other amounts
aggregating approximately $1,100,000 were forgiven and extinguished. The
mortgage satisfaction transaction, the lease transaction, the conversion of
debt to equity transactions, and the forgiveness of indebtedness transactions,
were each effected with parties affiliated with LSI in a 1999 restructuring of
the Company.
While revenues during the most recent three fiscal year period
beginning June 1, 1997 increased from approximately $1,068,000 to approximately
$1,476,000, the Company did not have a material operating profit during that
time. Those revenues, the deferral of payment of Registrant's facilities rent
obligation for fiscal 2000, and loans from affiliated parties allowed the
Registrant to continue in business and in fiscal year 2000 permitted the
Company to increase its inventories by 185%. Fiscal year 2000 inventories
increased to slightly more than $431,000 in anticipation of increased sales of
certain enzyme products during fiscal year 2001. The increases in inventory
will also satisfy one of several requirements of a multiple-year supply
agreement the Company entered into with it largest customer in May 2000. During
fiscal year 2000, the Company also increased its intellectual property related
assets by slightly more than $135,000. The number of individuals employed by
the Registrant remained relatively constant during the three year period.
BUSINESS OF REGISTRANT
LSI is a biotechnology company engaged primarily in the production and
sale of enzymes used in the synthesis and manipulation of DNA and other nucleic
acids. The Company specializes in enzyme products employed by scientists to
make genetic (DNA) sequences, which sequences are utilized in basic research
and the genetic modification of plants, animals and other organisms.
Genetically modified organisms provide the basis for production of unique,
genetically engineered drugs, the optimization of certain industrial processes
to include food production, and many other applications.
For more than 15 years LSI has produced and sold enzymes recovered
from retroviruses, a family of viruses that includes HIV, the causative agent
of AIDS. Specifically the Company propagates large quantities of avian
myeloblastosis virus ("AMV") from which it harvests the enzymes AMV reverse
transcriptase and integrase. Reverse transcriptase causes the synthesis of cDNA
from an RNA template, while integrase catalyzes the cutting of genetic material
and is believed to aid the splicing of retrovirus genes or other foreign DNA
into the host's chromosome.
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In fiscal year 1999, the Company expanded its production capability to
include the two enzymes of bacterial origin that in combination with AMV
reverse transcriptase are required to carry out nucleic acid amplification
using nucleic acid sequence based amplification ("NASBA"). NASBA is a
proprietary method for rapid test-tube synthesis of billions of copies of
specific fragments of RNA or DNA. NASBA technology, now owned by Organon
Teknika B.V. ("Teknika" or "Organon Teknika"), a business unit of Akzo Nobel,
B.V., and licensed to other diagnostic manufacturers, is primarily employed in
products for assessment of human health to identify the presence and
concentration of viral (virus load) and bacterial pathogens in the body fluids
of patients with diseases such as HIV infection.
In addition to the sale of enzymes produced in its own facilities, the
Company also sells enzymes produced by others, as well as products that arise
from the combination of these enzymes with other substrates into kits used to
carry out certain specific molecular biology reactions. These products include:
AMV RT cDNA SYNTHESIS KIT - a product designed to maximize the test
tube synthesis of full-length cDNA to provide an optimal template for
polymerase chain reaction (PCR) based amplification and other
experimental techniques; and
NASBA RESEARCH KIT - a product utilized for nucleic acid amplification
that is uniquely suited for the amplification of RNA.
Organizations engaged in the production and sale of nucleic acid based
diagnostic products and molecular biology research products, together with
individuals involved in basic genetic research and the development of
genetically engineered products, are currently the Company's primary customers
for its enzyme products.
The Registrant currently derives most of its revenue from the sale of
two enzymes, AMV reverse transcriptase and T7 RNA polymerase. When used in
combination with the enzyme RNase-H, these products in proprietary combinations
are used to cause the directed amplification, or copying, of specific segments
of RNA or DNA. This method, along with LSI's enzymes, are employed by the
Company and certain of its customers in the identification of pathogens
involved in various human diseases and their presence as contaminants in water
and other materials that may be ingested by humans.
The Company sells its molecular biology enzyme products directly to
end users who carry out nucleic acid related research and product development
at universities and diagnostic and pharmaceutical manufacturers. Direct mail
and internet-based communication are employed in these efforts. The Company
also sells its enzyme products to diagnostic kit manufactures, primarily in
Europe and Asia where the Company also utilizes independent distributors for
distribution of its products in molecular biology research markets. In
addition, the Company sells a significant portion of its enzyme production to
other manufacturers or resellers who either use the product as a component in
kits of their own manufacture, or resell the enzymes in combination with other
substrates to end users. The Company employs four professional scientists and
eight technicians in its enzyme operations.
During fiscal year 2000, nearly 50% of the Company's revenues were
derived from the sale of a special combination of three of LSI's internally
produced enzyme products to a single clinical diagnostic manufacturer. A supply
agreement executed in May 2000 with this manufacturer, Organon Teknika, is
expected to require the Company to supply the enzymes at a rate of
approximately $500,000 per year until January 2003. During the fiscal year
ended May 31, 2000, an amount of the NASBA enzymes substantially in excess of
$500,000 was sold to Organon Teknika by the Company. Also during the fiscal
year ended May 31, 2000, the Company was dependent on a single Asian
independent distributor for an additional 18% of its enzyme-related revenues.
The Company has begun development of products for rapid detection of
biological contaminants in environment related locations (drinking water and
air), as well as in food and certain samples used to identify the causative
agent of certain human diseases. All of the Company's planned environmental and
clinical diagnostic products for detection of viral or bacterial pathogens are
based on Organon Teknika's NASBA
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technology. The Company has licensed the NASBA technology from Organon Teknika
for certain specific applications, and expects to reach agreement with other
unaffiliated parties to expand the scope of LSI's NASBA related activities. The
NASBA method employs some the Company's internally produced enzyme products in
conjunction with other substrates to cause rapid replication (amplification) of
specific segments of nucleic acids. Confirmation of the presence of large
numbers of a single segment of RNA or DNA after the amplification reaction is
the basis for determination of the identity of contaminating viruses or
bacteria.
In 1998 Registrant entered into the second of two agreements with
Innovative Biotechnologies, Inc. ("Innovative"), a Niagara Falls, New York
company, to provided technical and financial support in the development of a
NASBA based test for the waterborne pathogen, Cryptosporidium parvum. This
development effort was successfully completed in the Fall of 1999, and in
calendar 2000 the Company expects to begin supplying to Innovative all of the
molecular biology components of the C. parvum test, as well as distribution of
the complete test in certain areas of the World. The Company expects to
independently develop additional NASBA based tests for waterborne pathogens.
The Company executed in June 1999 a letter of intent with 1144668
Ontario Ltd., ("NumberCo"), a Mississauga, Ontario company, that is expected to
enable LSI to produce and sell NASBA based test kits for detection of food
borne pathogens. NumberCo, a successor to Cangene Corp., the original owner of
the NASBA technology, retained a license to utilize NASBA for detection of food
borne pathogens in 1995 when the NASBA related patents and related technology
were conveyed to Organon Teknika. The joint venture of the Company and NumberCo
contemplated by this executed letter of intent is expected to begin operations
in the summer of 2000 and projects introduction of its first product, a NASBA
based test for Listeria monocytogenes, to the research market in late 2000. The
Company expects to produce and sell additional food borne pathogens tests
developed by the planned joint venture with NumberCo.
In July 2000 the Company executed a letter of intent with Foshan,
Guangdong, China based Vamed Medical Instruments Co. Ltd.("Vamed"), and Beijing
Aokai Automation System Engineering Co. ("BAKASC"), a Beijing, China company, to
form a joint venture to continue the current business of Vamed and produce and
sell nucleic acid based diagnostic products and molecular biology research
products in China (including Taiwan) and other countries in the region. Life
Sciences is to hold 51% of the equity in the new venture, and would appoint two
members of a four member Board of Directors. The current operations of Vamed,
the production of an enhanced external counterpulsation ("EECP") apparatus, are
to be absorbed into the proposed joint venture together with all other assets
of Vamed. The initial capitalization of the joint venture would exceed US$1
million.
Key among Vamed's assets is its United States Food and Drug
Administration (FDA) GMP certification for production of medical
instrumentation at its Foshan facility. Currently Vasomedical, Inc., a
Westbury, New York company, distributes within the U.S. most of Vamed's
production of the EECP devices. Vasomedical holds a license for all
distribution of Vamed's EECP device outside China.
The EECP instrument is an external blood circulation assist device
that through a one hour per day course of treatment for 30 consecutive days
stimulates the growth of new blood vessels at the heart. See
http://www.eecp.com. In a series of clinical studies in China and the U.S. over
the past decade that were recently confirmed in a publication from the Mayo
Clinic, EECP therapy has been determined to relieve the pain related from
angina in over 85% of the subjects who did not respond to widely used drug
therapies through mechanically increasing the blood flow to the heart muscle.
While the Company's opportunities for sale of NASBA related products
in China are detailed in later sections of this report, the Registrant also
contemplates early calendar 2001 start-up of sales of components of nucleic
acid based diagnostic kits for detection of pathogenic organisms to its planned
China based joint venture in order that that joint venture would be able to
supply complete diagnostic kits on an OEM basis to a China based clinical
diagnostic laboratory currently performing in excess of one million nucleic
acid based diagnostic tests annually. The planned kits would incorporate
enzymes produced by LSI and others, together with chemical substrates
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that are very similar to those used in NASBA reaction. While these OEM products
may require approval from the cognizant Chinese regulatory agency, approval
will rest largely on the equivalence of the tests to be produced by the Company
with those currently being produced internally by the diagnostic service
laboratory. The Company's management believes that such approvals would not
require more than six months.
In addition to its enzyme related activities, the Company has
continued its development of a light based analyzer and related sensors for
real-time detection of certain chemicals in the air and in aqueous solutions.
This work, begun more than five years ago with U.S. Department of Energy
funding in conjunction with Lockheed Martin Corp., was slowed in recent years
by the Company's limited working capital. However, the Company's activity in
this area led to the February 2000 execution of a letter of intent with Life
Sciences Corp. ("LSC"), an unaffiliated, Gaithersburg, Maryland company, and
Accident Prevention Plus, LLC ("APP"), a Hauppauge, New York company, to form a
joint venture that would operate state-wide alcohol interlock services
initially in the states of Florida and Georgia. This letter of intent further
contemplates the development and sale of a novel motor vehicle safety related
device that combines a breath alcohol detector based motor vehicle ignition
interlock with a motor vehicle data logger. The proposal anticipates a
to-be-completed definitive agreement that, among other things, is expected to
obligate LSC to make available to the proposed joint venture a breath alcohol
analyzer based ignition interlock, as to which LSC holds an exclusive license
for distribution in North America, and a license to proprietary software that
it has developed and currently uses to support state-wide alcohol interlock
programs in 13 states. The contemplated definitive agreement is similarly
expected to obligate APP to grant a license to the joint venture to utilize
APP's proprietary software and related hardware design for a motor vehicle data
logger. The letter of intent provides for equal holdings in the proposed
venture by each of APP, LSC and the Company.
The formation of the proposed joint venture with LSC and APP
anticipates rapidly expanding mandated usage of alcohol interlock devices
nationwide, as individual states enact legislation and administrative policies
to satisfy certain requirements related to monitoring of motor vehicle
operators with multiple DUI convictions. Such monitoring or impoundment of
vehicles is mandated in provisions of the U.S. Transportation Equity Act for
the 21st Century (TEA 21) that take effect in October 2000. The potential for
successful, rapid extension of alcohol interlock programs into a large number
of states with relatively modest requirements for capital is enhanced by the
combination of the interlock devices and data logger.
In addition to applications of the proposed integrated instrument
related to monitoring the breath alcohol level of a motor vehicle operator
prior to starting the vehicle, and from time to time during the course of the
vehicle's operation, the data logger component of the device would monitor and
magnetically store a record of salient parameters associated with the vehicle's
performance. Information related to vehicle speed, acceleration and
deceleration rates, engine speed, etc. for over 600 hours of vehicle operation
may be stored on a credit card like device, or communicated in real time to
other locations via modem.
The participants in this proposed joint venture expect to extend the
range of applications of the integrated data logger / interlock to embrace
monitoring of vehicle operator behavior, including sensors and alarms to detect
and warn of drowsiness.
COMPETITION
The Company competes with independent laboratories, laboratory product
distributors, clinical diagnostic producers, and non-profit organizations, many
of which are larger and have greater resources than the Company.
The enzyme segment of the molecular biology industry in which the
Company primarily markets its products is highly fragmented, but includes
several companies with substantially greater financial resources, product
development capabilities and management depth than LSI. Registrant believes its
direct competition in its existing business arises primarily from its
competitors' sale of genetically engineered
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variants of its major product, AMV reverse transcriptase, which are sometimes
sold at a lower price than the Company's natural-origin product.
With respect to its planned environmental and clinical diagnostic
products, the Company will encounter entrenched competition from products that
incorporate the more widely accepted polymerase chain reaction (PCR) method for
amplification of segments of DNA. Vigorous competition is also anticipated in
connection with the proposed joint venture concerning interlock and data logger
devices.
SOURCE AND AVAILABILITY OF MATERIALS
The principal supplies used in the Company's business consist of
domestic livestock, laboratory plastic ware, glassware, chemicals and animal
feed. Except as described below, these supplies are available from numerous
suppliers, and the Company has experienced no difficulty in purchasing adequate
supplies for its operations. Biological specimens (day old birds) utilized in
the production of the virus substrate from which AMV reverse transcriptase is
derived, are of a specific type and are not widely available. To insulate
itself from disruptions in supply of these birds, LSI has initiated an internal
hatchery operation that enables the Company to sustain its supplies of birds
through the purchase of fertilized eggs from any of 10 hatcheries throughout
the United States. In addition, the Company maintains substantial inventories
of the virus substrate, a portion of which is stored at an off-site, contingent
production facility.
PATENTS, TRADEMARKS AND LICENSES
The Company holds a series of nonexclusive licenses that enable it to
employ a proprietary technology, nucleic acid sequence based amplification
(NASBA), in the production and sale of products for identification of
pathogenic organisms, including biological warfare agents in water, food and
air. The NASBA license regime also permits the Company to produce and sell, in
China and Taiwan only, products for identification of certain viral and
bacterial pathogens that cause a variety of human diseases.
The Company holds a separate nonexclusive license to produce and sell
products incorporating a proprietary liposome-based technology for rapid, low
cost electrochemical or colormetric detection and analysis of the outcome of
the nucleic acid amplification events engendered in the NASBA reaction.
The Company also holds a license to produce and sell a renewable
chemical reagent sensor, the FlowProbe, for real time detection of inorganic
and organic chemical contaminants in water and other aqueous solutions.
In addition to the foregoing, LSI also holds an annually renewable
concession from the University of Florida Research Foundation that will permit
the Company to operate a contingent production facility at the Sid Martin
Biotechnology Center, an affiliate of the University of Florida, for emergency
production of LSI's enzyme products using pre-positioned substrates. The
availability of a contingent production facility is a necessary condition of a
multi-year enzyme supply arrangement between the Company and Organon Teknika.
ENVIRONMENTAL MATTERS
The Company believes it is in compliance with all relevant federal,
state and local environmental regulations, and does not expect to incur
significant costs in the foreseeable future to maintain compliance with such
regulations.
EMPLOYEES
At May 31, 2000, the Company employed 21 people, including ten
professional employees.
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RESEARCH AND DEVELOPMENT
Product development expenses were $118,298 in fiscal 1999 and $163,730
in fiscal 2000. Of these amounts, the majority in 1999 was applied to the
expansion of the Company's offering of enzyme products and the creation of
novel formulations of the enzymes used in the NASBA reaction in order to
satisfy the revised requirements of a major customer. The same enzyme
formulations will be used in the NASBA based diagnostic products that will be
produced by the Company. In 2000 the bulk of the expense was applied to
development of licensed technologies that will be essential to the Company's
successful commercialization of NASBA based diagnostic tests. These
technologies included methods and apparatus to prepare dried, thermostable
enzymes and other substrates used in the NASBA reaction, and a low cost, rapid
detection system for detection and enumeration of the RNA amplicons arising
from the NASBA reaction. Lesser amounts in 2000 were applied to preliminary
experimentation related to the Company's proposed development along with the
Centers for Disease Control of a NASBA based test for the detection of the food
borne pathogen, Norwalk-like viruses ("NLV"). The remaining amounts were
applied in both years to the development of a real time analyzer and related
sensors for real-time detection of chemical contaminants in water and air.
FORWARD LOOKING STATEMENTS
Some of the statements in this report are "forward-looking statements"
and are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned that these forward-looking
statements reflect numerous assumptions, known and unknown risks, uncertainties
and other factors that may affect the business and prospects of LSI and cause
the actual results, performance or achievements of the Company to differ
materially from those expressed or implied by the forward-looking statements.
These factors include longer product development lead times, delays in product
roll outs, failure to obtain anticipated contracts with third parties or orders
from customers, or less favorable contracts with third parties or lower than
expected volumes from customers, higher material and labor costs, unfavorable
patent or other technology decisions, the availability of adequate sources of
working capital and cash flow, and economic, competitive, technological,
governmental and other factors. In addition, from time to time the Company may
make other forward-looking statements in future filings (including exhibits)
with the Securities and Exchange Commission, in reports of the Company to its
stockholders, and in other communications made by or with the approval of the
Company.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company leases a facility of approximately 24,000 square feet at
2900 - 72nd Street North, St. Petersburg, Florida 33710 under the terms of a
five-year lease expiring in 2004. Minimum annual rental under the lease is
$90,000, the payment of which for fiscal 2000 has been deferred. Until May 1999
the Company owned this property. At that time, Registrant sold the property to
an affiliated entity in satisfaction of the mortgage indebtedness held by the
affiliate on the property. See notes 9 and 10 to Registrant's audited financial
statements referred to in Item 7 of this Annual Report on Form 10-KSB.
Registrant's executive and other offices, and its laboratories are
located within these facilities, the majority of which was constructed in 1969
and the balance in 1962. Management believes these facilities are adequate to
meet the needs of the Company's through the end of the lease term.
ITEM 3. LEGAL PROCEEDINGS.
Registrant is a defendant in an action captioned Imaging Science
Technologies, Inc. v. Life Sciences, Inc., Pinellas County, Florida Circuit
Court Case No. 98-6412-CI-19, which was served on the Company in October 1998.
The complaint seeks unspecified damages based on allegations the Company failed
to hold allegedly confidential information relating to immunobiosensors and
related technology in confidence, failed to return such information to the
plaintiff, and disclosed or used such information for its own purposes. The
Company has denied the material allegations of the complaint. Management of the
Company believes plaintiff's claims are without merit and are immaterial to the
business, operations and prospects of the Company.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
LSI held its 2000 Annual Meeting of Stockholders on June 6, 2000, and
commenced the solicitation of proxies for that meeting during the fourth
quarter of the fiscal year covered by this Annual Report on Form 10-KSB. Action
taken at the meeting by the stockholders of the Company involved the election
of three directors, the approval of the 2000 Employee Stock Option Plan of LSI,
and the ratification of the appointment of the Company's accountants.
Simon Srybnik, Norman J. Marcus, M.D., and Alex A. Burns were each
elected as one of the three directors of the Company at the meeting to hold
office until the next annual meeting and until their respective successors are
elected and qualified. Each of Simon Srybnik, Dr. Marcus and Mr. Burns received
3,805,538 votes for election as a director of the Company. No votes were
withheld in the election of any of the three directors of LSI. Abstentions and
broker non-votes are not recognized in the election of directors.
The 2000 Employee Stock Option Plan of LSI was approved by the
Company's stockholders by a vote of 3,805,538 in favor and none against. There
were no abstentions or broker non-votes with respect to the approval of the
stock option plan.
The appointment by LSI's Board of Directors of Grant Thornton LLP as
the Company's independent accountants was ratified by stockholders of LSI by a
vote of 3,805,538 in favor and none against. There were no abstentions or
broker non-votes with respect to this issue.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET FOR COMMON STOCK
The Common Stock of the Company is inactively traded in low volumes in
the over-the-counter (bulletin board) market under the symbol "LFSC" or
"LFSCE". The high and low reported bid prices of the Common Stock for the
periods indicated are set forth in the following table:
HIGH LOW
BID PRICES BID PRICES
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YEAR ENDED MAY 31, 1999:
First Quarter $1.187 $0.100
Second Quarter $0.875 $0.312
Third Quarter $0.312 $0.200
Fourth Quarter $0.562 $0.220
YEAR ENDED MAY 31, 2000:
First Quarter $0.300 $0.250
Second Quarter $1.125 $0.250
Third Quarter $0.937 $0.125
Fourth Quarter $2.250 $0.160
The preceding quotations were reported through market makers or other
inter-dealer quotation medium. Those quotations reflect inter-dealer prices,
without retail mark-ups, mark-downs or commissions, and may not reflect actual
transactions, particularly given the infrequency of reported transactions.
HOLDERS
At September 6, 2000 there were approximately 1,200 holders of record
of the Common Stock.
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DIVIDENDS
No cash dividends were paid at any time during the Company's two most
recent fiscal years, and the Company does not anticipate or contemplate paying
cash dividends in the foreseeable future. In addition, dividends generally may
only be paid under the laws of the State of Delaware, the place of the Company's
incorporation, out of a corporation's "surplus" (generally the difference
between (i) the total assets of the corporation and (ii) the sum of its total
liabilities, plus the aggregate par value of its outstanding stock), or its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year. These provisions would be expected to prevent the Company
from paying a dividend at this time.
RECENT SALES OF UNREGISTERED SECURITIES
There were no securities sold by Registrant during the fiscal year
ended May 31, 2000 covered by this Annual Report on Form 10-KSB.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Introductory Note
Some of the statements in the following discussion and analysis, and
elsewhere in this Annual Report are "forward-looking statements" and are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Readers are cautioned that these forward-looking statements
reflect numerous assumptions, known and unknown risks, uncertainties and other
factors that may affect the business and prospects of LSI and cause the actual
results, performance or achievements of the Company to differ materially from
those expressed or implied by the forward-looking statements. These factors
include longer product development lead times, delays in product roll outs,
failure to obtain anticipated contracts with third parties or orders from
customers, or less favorable contracts with third parties or lower than expected
volumes from customers, higher material and labor costs, unfavorable patent or
other technology decisions, the availability of adequate sources of working
capital and cash flow, and economic, competitive, technological, governmental
and other factors. In addition, from time to time the Company may make other
forward-looking statements in future filings (including exhibits) with the
Securities and Exchange Commission, in reports of the Company to its
stockholders, and in other communications made by or with the approval of the
Company.
Due to the Company's history of operating losses and continued reliance
on loans and advances from related parties, the Company's independent certified
public accountants have qualified their report dated August 23, 2000 on the
Company's financial statements as to a going concern uncertainty. The following
commentary within management's discussion and analysis addresses the Company's
plans with regard to these matters and subsequent events that have a direct
bearing on these matters.
Fiscal year 2000 revenues of approximately $1.48 million from the sale
of molecular biology enzymes represented a 36% increase on the sales of the same
enzymes during 1999. A significant amount of the increase arose from accelerated
sales to Registrant's largest customer, Organon Teknika B.V., the Netherlands
based manufacturer of clinical diagnostics products, of a novel combination of
three enzymes. That combination is utilized by Teknika in its proprietary NASBA
based viral diagnostic products. The accelerated purchases were made in order
for Teknika to build a buffer stock of the critical test kit component
represented by the three enzymes. In May 2000 a supply agreement was executed
between the Company and Teknika (the "Supply Agreement") regarding its purchase
of the combination of three enzymes from LSI until January 2003. The Company
currently projects sales of the NASBA enzymes to Teknika and other NASBA
licensees of slightly less than $1 million for the fiscal year ending May 31,
2001.
The Company's fiscal year 2000 enzyme sales to its Pacific Rim
customers remained essentially at the level reached during the final quarter of
the 1999 fiscal year, following a sharp decline in the first half of fiscal year
1999.
Between fiscal years 1999 and 2000, the cost of sales of enzyme
products fell as a percentage of sales from 46% to 44%. This decline, coupled
with increased enzyme
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related revenues, enabled the Registrant to achieve a $233,000 increase in
operating income between the two periods.
Expenses related to the operating and administrative elements of the
Company's operations declined 4% to slightly less than $580,000. This reduction
was achieved in the face of an increase of slightly more than $90,000 in legal,
accounting and related costs attendant to the Registrant's renewed efforts to
comply with SEC reporting requirements and increased marketing expense of almost
$40,000 incurred to support the Company's planned introduction of an expanded
offering of products into the end-user, molecular biology research market during
fiscal year 2001.
Research and development expense during fiscal year 2000 reflected a
17% increase over the prior year, reaching almost $139,000. Substantially all of
these expenditures were directed to continued development of NASBA related
technologies to enable the Company to introduce NASBA based environmental
diagnostic products and otherwise exploit the technology licenses acquired in
previous periods. In addition to licenses that will enable Registrant to develop
and sell NASBA based diagnostic products, the Company earlier acquired licenses
for technologies used to render the enzymes and other substrates used in the
NASBA reaction into a dried, thermostable format and a second proprietary method
that enables low cost, rapid detection and enumeration of the nucleic acid
sequences generated during the NASBA reaction. When integrated, these
innovations are expected to form the technology platform necessary to support
the commercial launch of a family of robust, low-cost, nucleic acid
amplification based tests for detection of pathogens in drinking water, in fresh
and prepared foods, and in applications related to biological weapons defense.
Further, because of the relatively low-cost characteristics of the
NASBA diagnostic tests designed by the Company, a second NASBA license acquired
from Organon Teknika is expected to enable the Company to produce and sell NASBA
based diagnostic tests for HIV, Hepatitis and other sexually transmitted
diseases in China and Taiwan. The Company believes that a market for these tests
exceeding 200 million procedures per year exists in China and adjacent regions.
Because management believes it is essential that a China based joint venture
company be created and separately capitalized in order to achieve the market
potential for NASBA based human diagnostics in this region, the Company
continues to incur significant travel, communication and legal expense in
connection with the license negotiations and presentations to potential joint
venture partners in the United States, Europe, Japan and China.
The Company's steps to acquire licenses for NASBA and complementing
technologies reflect management's belief that the Company has put in place the
requisite staff and installed the appropriate manufacturing controls to enable
it to supply enzymes to any entity that produces NASBA based diagnostic kits.
The identical resources are expected to be employed to develop NASBA based
diagnostic products for clinical and environmental applications for LSI's own
account. The Company is committed to expansion of its resources to develop NASBA
tests through affiliations and collaborations with business partners and
academic based scientists. Activities in this sphere are expected to constitute
the Company's focus for growth in the intermediate term.
In addition to the NASBA enzymes being supplied to Teknika and a NASBA
enzyme mix currently being supplied to other NASBA licensees, the Company began
during the first quarter of fiscal year 2001 to produce a dried NASBA enzyme
mix. Enzymes and other components used in the NASBA reaction can be dried into a
pellet in precisely measured amounts and in this manner are rendered
thermostable until reconstituted with diluents or buffers of various kinds. The
dried pellets may be shipped at ambient temperature and stored for extended
periods at temperatures above freezing. Thermal stability during transport and
storage add substantial value to molecular biology products. Costs associated
with mandated air transport using dry ice or other refrigerants are eliminated,
and the shelf life of products is extended, thus reducing spoilage. Most
importantly, many constraints on the locations where tests may be performed are
substantially relaxed with dried substrates.
The Company's management believes the implementation of the enzyme
drying technology will enhance its currently advantaged position for NASBA
enzyme sales when compared to its competitors, as well as improve the Company's
ability to market it
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<PAGE> 11
entire offering of enzymes and related products to North American end users and
to distributors and diagnostic kit manufacturers world wide. Further, the
availability of dried substrates is seen by management as the key to the
successful development and commercialization of tests intended for
point-of-collection (POC) determination of the presence of pathogenic organisms.
Whether employed in the detection of biological warfare agents, inspection of
processing operations in the production of prepared foods, drinking water and a
host of other products that are ingested by man, or on-location diagnosis of
human disease, dried diagnostic substrates portend significant changes in a
variety of arenas in which biological tests are employed.
With respect to specific NASBA based environmental diagnostic products,
the Company expects to begin the sale of a NASBA based test for the waterborne
pathogen Cryptosporidium parvum in Autumn 2000 under an agreement with
Innovative Biotechnologies International, Inc. While the test kit will be
produced by Innovative, LSI expects to supply all of the molecular biology
components of the test kit, including enzymes, primers and other substrates.
Innovative will provide the sample collection and sample preparation components,
together with a proprietary system and related instrumentation to support
analysis of the test results.
The Company has executed a letter of intent with 1144668 Ontario Ltd
("NumberCo") to form a joint venture to develop and sell NASBA based test for
detection of food borne pathogens. NumberCo holds a license to employ the NASBA
technology in detection of food-borne pathogens that has its origins in the
invention of the NASBA amplification technology and its subsequent sale to
Organon Teknika. In addition to the license for use of the NASBA technology,
NumberCo owns a completed NASBA based test for detection of Listeria
monocytogenes, a food borne pathogen that according to the Centers for Disease
Control and Prevention's most recent estimates has the highest rate of
hospitalization caused by food borne pathogens (92% of cases) and the second
highest rate of food related deaths among hospitalized victims (20%). Indeed,
because of heightened Food Safety and Inspection Service inspection of certain
food products, over 32 million pounds of ready-to-eat meat products were
recalled by U.S. food processors during 1999. When development and regulatory
approval of this test for Listeria is completed, the Company expects that the
test's accuracy, speed and ease of use will enable food processors to carry out
in-process and final-process testing of impacted food products and reduce the
need for product recalls.
To support the planned tests for Listeria and other environmental and
clinical diagnostic targets the Company expects to develop and market, the
Company has acquired via license or collaborative internal development low-cost,
man-readable (with the unaided eye) or machine-readable methods for detection
and analysis of nucleic acid amplification events. The machine-readable tests
will be supported by field portable instrument systems that take advantage of
recent advances in electrochemistry or spectral analysis. When combined with
methods that feature optical fiber or optical wave-guide based delivery of
photogenic energies, extremely energy efficient, compact instruments can be
developed. The Company's management believes the detection and analysis of
amplified nucleic sequences will constitute a significant advance in the
technologies for assessment of the outcome of nucleic acid amplification and
related events. Management also believes the economies associated with the
production of these instruments by Vamed, LSI's proposed China based, FDA GMP
compliant joint venture partner, will enhance the economic competitiveness of
the Company's NASBA diagnostic products. In either version of the technology,
the detection instrument is expected to be market priced at approximately
$1,000, compared to 10 to 50 times that amount for instruments generally used to
support competing nucleic acid detection and analysis technologies. Further,
because of the sensitivity and relative simplicity of the electrochemical
detection system, the time required to carry out the analysis phases of a
nucleic acid amplification reaction can be reduced to approximately five minutes
compared to the one to two hours required for some competing methods.
In December 1999 the Company executed a letter of understanding with
the Centers for Disease Control and Prevention ("CDC"), an agency of the U.S.
government, that obligates CDC to negotiate solely with LSI on a cooperative
research and development agreement to develop a NASBA based test for detection
of Norwalk-like viruses ("NLV"). This group of food borne pathogens is estimated
to cause approximately 23 million cases of food related illness annually in the
U.S. The contemplated agreement is expected to provide for the transfer to the
Company of
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<PAGE> 12
certain U.S. Government owned intellectual property (patents, patent
applications and trade secrets) related to NLV in exchange for the Company's
direct and in-kind funding to the CDC for development of the test.
The Company's effort with the CDC is focused on the development of
tests to support the CDC's programs in active and passive surveillance for food
borne pathogens. Because tests used in this manner are not employed in the
diagnosis of human disease, but rather in the identification of the locus for
episodic outbreaks of NLV infections, the Company believes it will be able to
begin marketing the NLV test without approvals by the U.S. Food and Drug
Administration or other regulatory agencies. However, because the contemplated
test for NLV will have applications beyond public health related surveillance,
including clinical diagnosis, the Company expects to enter into one or more OEM
sale arrangements with a major clinical diagnostics supplier and jointly seek
appropriate regulatory approvals and certifications after the start of initial
sales of the test product. Substantial preliminary work in collaboration with
CDC on NLV detection related methods has been completed. Follow on work that is
expected to lead to the development of patentable primers for NASBA
amplification of templates from most or all of the several subspecies of NLV
will begin during the second quarter of fiscal year 2001.
While LSI has until now focused its efforts with respect to nucleic
acid amplification on Organon Teknika's NASBA technology, a recent court case
has opened other possibilities to the Company. A 1999 U.S. District Court
decision in the matter of Hoffman La Roche and Roche Molecular Systems vs.
Promega Corp. has stripped patent protection from the enzyme, Taq polymerase
("Taq"). This action opens the market for enzyme producers and others who may
wish to produce enzymes and other substrates to support polymerase chain
reaction ("PCR") amplification technology. Taq is the key enzyme used in the PCR
reaction. While Taq is inherently thermostable, many of the other enzymes and
other substrates employed in some PCR reactions are thermo labile, making
PCR-related products candidates for application of proprietary enzyme drying
technology used by LSI under license.
While the commercial market for Taq is approximately $200 million
annually, the enzyme is the backbone of the PCR biochemical reaction which
supports diagnostic and analytic markets that together generate over $3 billion
in revenue annually for major clinical diagnostic manufacturers and other. While
LSI will not be competing for those billions in revenues, it anticipates being a
supplier to those markets. Because loss of patent protection will increase
competition among producers of Taq, LSI's management believes the availability
of low cost Taq will reduce both the cost and risk of LSI's entry into the
market of selling dried, measured dose components including Taq, that may be
used in PCR reactions. Indeed, during the 2001 fiscal year LSI's management
projects the sale of dried substrates to support over one million PCR reactions,
primarily to manufacturers who produce PCR based analytical and diagnostic
products. These sales are projected by management to increase the Registrant's
revenues by approximately $1 million during fiscal 2001.
In July 2000 the Company executed a letter of intent with Vamed Medical
Instruments Co. Ltd.("Vamed"), a Foshan, Guangdong, China based company, and
Beijing Aokai Automation System Engineering Co.("BAKASC"), a Beijing, China
company, to form a joint venture to continue the current business of Vamed and
produce and sell nucleic acid based diagnostic products and molecular biology
research products in China (including Taiwan) and other countries in the region.
LSI would hold 51% of the equity in the new venture, and appoint two members of
a four member Board of Directors. The current operations of Vamed, the
production of an Enhanced External Counterpulsation ("EECP") apparatus, would be
absorbed into the proposed joint venture together with all other assets of
Vamed. The initial capitalization of the joint venture would exceed US$1
million, of which US$600,000 would be cash.
Key among Vamed's assets is its United States Food and Drug
Administration (FDA) GMP certification for production of medical instrumentation
at its Foshan facility. Currently Vasomedical, Inc., a Westbury, New York
company, distributes in the U.S. most of Vamed's production of the EECP devices.
Vasomedical's exclusive license for distribution of the EECP device includes all
countries of the World except China.
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<PAGE> 13
The EECP instrument is an external blood circulation assist device
that, through a one hour per day course of treatment for 30 consecutive days,
stimulates the growth of new blood vessels at the heart. In a series of clinical
studies in China and the U.S. over the past decade that were recently confirmed
in a publication from the Mayo Clinic, EECP therapy has been determined to
relieve the pain related from angina in over 85% of the subjects who did not
respond to widely used drug therapies through mechanically increasing the blood
flow to the heart muscle.
The recent confirmatory studies of the efficacy of EECP therapy and its
approval for Medicaid reimbursement were both achieved within the past nine
months, and LSI believes that U.S. sales of the EECP device will strengthen
within the coming months. Indeed, Vasomedical's revenues from sales of EECP
devices increased almost 300% for the nine months ended February 29, 2000,
compared to the same period in 1999. LSI's management currently projects that
EECP related revenues for the proposed Vamed/LSI (Foshan) company would be
nearly US$2 million for the 12 months ending December 31, 2000.
In August 2000 the Company began talks with Organon Teknika to expand
the scope of the relationship between the two organizations. The proposals under
consideration include Organon Teknika's cooperation with the Registrant and its
proposed China based joint venture to accelerate the introduction of NASBA based
diagnostic products in China and the formation of a joint venture between LSI
and Organon Teknika's Rockville, Maryland based subsidiary, Advance Biosciences
Laboratories ("ABL"). The proposed joint venture with ABL is intended to enhance
LSI's capability to develop NASBA based test for pathogenic organisms, owing to
ABL's successful history in developing NASBA based assays. The Company's
management also believes the proposed joint venture with ABL would permit LSI to
speed the introduction of NASBA based environmental and food diagnostic products
into the U.S. and European markets, as well as catalyze the development of NASBA
based clinical diagnostic products to be sold by the Company's proposed China
based joint venture.
The Company has executed a letter of intent to form a joint venture to
pursue in equal ownership with Life Sciences Corp. (an unrelated entity) and
Accident Prevention Plus the development, operation and/or marketing of alcohol
interlock services and a combination breath alcohol detector based motor vehicle
ignition interlock with a motor vehicle data logger. Certain license rights and
proprietary technologies would be utilized by the proposed joint venture to
participate in an anticipated expansion in federally-mandated usage of alcohol
interlock devices nationwide, as well as expected combinations of the interlock
devices and data logger to perform a variety of functions, including monitoring,
magnetically storing and/or simultaneously transmitting to other locations
records of vehicle performance (e.g., vehicle speed, acceleration and
deceleration rates, engine speed) and monitoring of operator behavior (e.g.,
signs of drowsiness) and related warning alarms.
The expansion of the Company's product offering to include NASBA based
tests for environmental pathogens, together with the introduction of dried
enzyme preparations, to include PCR related substrates, and a renewed focus on
end-user customers, will require increases at LSI in staff and financial
resources allocated to marketing. Additional LSI staff also will be required to
produce increased amounts of molecular biology enzymes. Management believes
these activities can be readily supported from projected improvements in the
Company's cash flows.
With respect to product development, the Company is presently seeking a
capital commitment in the range of $6 to $10 million to support the proposed
China joint venture's plan to complete clinical trials in China on a low-cost,
virus-load test for HIV before the end of calendar year 2000. Management
believes successful completion of this initial clinical trial will be sufficient
to attract the additional capital required to expand the range of NASBA based
human diagnostic products to be approved by the cognizant regulatory agencies
and offered for sale in China. These additional funds also will be employed to
develop the requisite distribution relationships to foster sales of the products
throughout the Chinese subcontinent.
The Company also faces challenges with respect to funding the
development of additional diagnostic products for detection of food and water
borne pathogens and biowarfare agents. Management believes development funds
from governmental and private agencies with interests in public health and
alliances with strategic
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<PAGE> 14
corporate partners will complement the Company's internally funded development
efforts.
The Company was restructured during fiscal 1999. The Company sold a
parcel of its land to an unrelated party and, in a separate transaction with the
entity holding a mortgage on all the Company's real estate and owned by the
Company's President and Chairman and members of his family, sold its remaining
land together with its office and laboratory facilities. The first transaction
resulted in a gain of approximately $195,000 while the latter, when combined
with related forgiveness of accrued interest and of a related note payable,
resulted in an increase in paid-in capital of slightly more than $1.1 million.
In another group of transactions, the Company's Chairman and President, his
brother and related entities agreed to convert existing loans in the principal
amount of $568,829 made by them to the Company into shares of Common Stock of
the Company at the fair market values on the dates of conversion.
Liquidity and Capital Resources
During the five years ended May 31, 2000, the Company had operating
losses aggregating $1,453,799, and during those years relied on loans and
advances from related entities to fund its operations. The elimination of
interest for the fiscal years 1998, 1999 and 2000, further loans and advances
from the same related entities during that period, and cash from the sale of
vacant land at the end of fiscal 1999, have been the primary sources of working
capital to sustain the Company's operations.
Net cash used in operating activities in fiscal 2000 was $32,451
compared to $260,919 in fiscal 1999. Net cash in fiscal 2000, together with
substantial increases in accrued expenses and a moderate increase in accounts
payable, was used primarily to fund a $280,000 increase in inventories. The
Company's management deemed such increases to be necessary in order to meet
projected increased sales of enzyme products during fiscal year 2001 and to
satisfy the need for uninterrupted production of the Company's enzyme products
as described in the May 25, 2000 Supply Agreement between the Company and it
largest customer, Organon Teknika, BV.
While the Company's cash needs will increase in fiscal 2001, management
expects that an increase in revenue and improvements in gross margin for certain
of its enzyme products will assure sufficient working capital for all of the
Company's expanded operations expected to be internally funded.
The Supply Agreement with Organon Teknika provides for LSI to supply
the NASBA enzymes to Teknika until January 2003. Because LSI is expected to be
the sole source supplier of NASBA enzymes to Organon Teknika during this period,
this agreement was complemented by two additional agreements with Organon
Teknika which, with the Supply Agreement, are intended to assure the continuity
of Organon Teknika's supply of the NASBA enzymes. A Facilities Management
Agreement and a related License Agreement provide, in essence, that in the event
LSI were to be unable to deliver the NASBA enzymes to Organon Teknika at the
scheduled times, Organon Teknika would, via the provisions of these agreements,
advance the Company approximately $200,000 in cash through a one-time, forward
purchase of substrates used in the production of the AMV reverse transcriptase
component of the NASBA enzyme mix. Under the provisions of the two supplemental
agreements, Organon Teknika is entitled to directly supervise the production of
the NASBA enzymes in LSI's facilities until LSI restores its capability to make
timely delivery of the enzymes. The amounts advanced to LSI by Organon Teknika
would be credited on a prorata basis (with respect to quantity of enzyme
delivered to Organon Teknika in each consignment) against future deliveries by
the Company of the NASBA enzymes to Organon Teknika.
ITEM 7. FINANCIAL STATEMENTS.
Registrant incorporates herein by this reference the accountants'
report, the financial statements and the related notes appearing in the exhibit
attached hereto as Exhibit 99.1. Each of the items incorporated herein by
reference is listed as part of the description of Exhibit 99.1 in Item 13(a) of
this report by reference to the page where it appears or begins in Exhibit 99.1.
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<PAGE> 15
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Registrant incorporates herein by this reference the information
contained under the caption "ELECTION OF DIRECTORS" through the text under the
sub-caption "Section 16(a) Beneficial Ownership Reporting Compliance" in its
definitive proxy statement to be filed with the Commission in accordance with
Section 14(a) of Exchange Act, within 120 days after May 31, 2000 (the
"Definitive Proxy Statement").
ITEM 10. EXECUTIVE COMPENSATION.
Registrant incorporates herein by this reference the information in the
Definitive Proxy Statement under the caption "ELECTION OF DIRECTORS" beginning
with the sub-caption "Board Meetings, Committees and Remuneration" up to the
sub-caption "Transactions with Certain Related Persons".
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information under the caption "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS" in the Definitive Proxy Statement is incorporated by
Registrant herein by this reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Registrant incorporates herein by this reference the information in the
Definitive Proxy Statement under the sub-caption "Transactions With Certain
Related Persons".
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B.
Exhibit No. Description of Exhibit
---------- ---------------------------------------------------
3 Certificate of Incorporation and Bylaws of
Registrant, incorporated herein by this reference
to the amended Registration Statement filed with
the Securities and Exchange Commission on or about
January 29, 1968
*10.1 1988 Employee Stock Option Plan of Life Sciences,
Inc.
*10.2 1990 Employee Stock Option Plan of Life Sciences,
Inc.
**10.2.1 2000 Employee Stock Option Plan of Life Sciences,
Inc.
*10.3 License Agreement dated July 9, 1998 between
Organon Teknika BV and Registrant
*10.4 License Agreement dated March 31, 1999 between
Organon Teknika BV and Registrant
*10.5 Addendum dated September 28, 1999 to License
Agreement between Organon Teknika BV and Registrant
15
<PAGE> 16
*10.6 April 9, 1999 agreement between LSI and Louis D.
Srybnik for issuance to him of 57,142 shares of LSI
Common Stock in liquidation of indebtedness due to
him
*10.7 Contract for Purchase and Sale of Real Estate, May
8, 1999, between LSI and Cavaform, Inc.
*10.8 Contract for Purchase and Sale of Real Estate,
dated May 21, 1999, between Registrant and 186 -
194 Imlay Street Realty Corp.
*10.9 Driveway Easement Agreement, dated May 27, 1999,
between LSI and Cavaform, Inc.
*10.10 May 27, 1999 agreement among LSI and Simon Srybnik,
Kerns Manufacturing Corp., Industrial Renting
Corp., Continental Salvage Corp., Sutton Investing
Corp., S&S Machinery Corp. and Apex Organization,
Inc. for issuance to them of an aggregate of
1,342,785 shares of LSI Common Stock in liquidation
of separate indebtedness due to them
*10.11 June 15, 1999 letter of intent between LSI and
1144668 Ontario Ltd.
*10.12 Sublicense Agreement dated July 29, 1999 between
Registrant and Innovative Biotechnologies
International, Inc.
*10.13 Letter of understanding dated November 21, 1999
between LSI and the Viral Gastroenteritis Section
of the Centers for Disease Control and Prevention
*10.14 Letter of intent dated February 9, 2000 among
Registrant, Accident Prevention Plus, Inc. and Life
Sciences Corp.
10.15 Supply Agreement dated May 25, 2000 between
Registrant and Organon Teknika BV
10.16 Facilities Operation Agreement dated May 25, 2000
between Registrant and Organon Teknika BV
10.17 License Agreement dated May 25, 2000 between
Registrant and Organon Teknika BV
10.18 Letter of Intent dated July 18, 2000 among
Registrant, Vamed Medical Instruments Co. Ltd. and
a Beijing Aokai Automation System Engineering Co.
10.19 Side Letter dated July 18, 2000 to July 18, 2000
Letter of Intent from principal owners of Vamed
Medical Instruments Co. Ltd.
27.1 Financial Data Schedule at and for the year ended
May 31, 2000
99.1 Financial Statements Required to be Filed by Item 7
of Report:
--------------------------------------------------------------------------------
Page Number
Within Exhibit 99.1
-------------------
Report of Independent Certified Public Accountants 1
Consolidated Balance Sheets as of
May 31, 2000 and 1999 2
Consolidated Statements of Income for
the years ended May 31, 2000 and 1999 3
Consolidated Statement of Stockholders' Equity
for the years ended May 31, 2000 and 1999 4
Consolidated Statements of Cash Flows
for the years ended May 31, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
--------------------------------------------------------------------------------
16
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* Incorporated herein by this reference to the Form 10-KSB/A filed with the
Securities and Exchange Commission on May 1, 2000.
** Incorporated herein by this reference to Exhibit A to Registrant's
definitive proxy statement dated May 24, 2000 filed with the Securities and
Exchange Commission on May 25, 2000.
(B) REPORTS ON FORM 8-K.
Registrant did not file any reports on Form 8-K during the last quarter
of the period covered by this Annual Report on Form 10-KSB.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, Registrant
has caused this Annual Report on Form 10-KSB for the fiscal year ended May 31,
2000 to be signed on its behalf by the undersigned, thereunto duly authorized.
LIFE SCIENCES, INC.
Date: September 13, 2000 By: /s/ SIMON SRYBNIK
---------------------------
Simon Srybnik, Chairman
and Chief Executive Officer
In accordance with the Exchange Act, this Annual Report on Form 10-KSB
of Life Sciences, Inc. for the fiscal year ended May 31, 2000 has been signed
below by the following persons on behalf of Registrant, and in the capacities
and on the dates indicated.
/s/ SIMON SRYBNIK Director, Chairman, CEO, September 13, 2000
---------------------- and President
Simon Srybnik
/s/ ALEX A. BURNS Director, Vice President September 13, 2000
--------------------- and Secretary
Alex A. Burns
/s/ NORMAN J. MARCUS Director September 13, 2000
---------------------
Norman J. Marcus
/s/ CHARLES M. KLEIM Controller September 13, 2000
---------------------
Charles M. Kleim
17
