<PAGE>
FORM 10-KSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 1999
Commission File Number 0-12305
REPRO-MED SYSTEMS, INC.
_________________________________________________________________
_________
(Exact name of registrant as specified in its charter)
NEW YORK 13-3044880
__________________________________
___________________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
24 Carpenter Road, Chester, NY 10918
_____________________________________
___________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code ___(914) 469-
2042____
Securities registered pursuant to Section 12(b) of the Act:
None
_________________________________________________________________
_________
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each
exchange on
which
registered
_____________________________________
___________________________
Common stock, $.01 Par Value Over-the-Counter Bulletin
Board
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 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 [ X ] No [ ]
Indicate by check mark if the disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B, is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this form 10-K or any amendment to this
Form 10-KSB. [ X ]
Based on the closing sales price of February 28, 1999 the
aggregate market value of the voting and nonvoting common equity
held by nonaffiliates of the registrant was $434,120.
The number of shares outstanding of the registrant's common
stock, $.01 par value was 22,142,000 at February 28, 1999.
<PAGE>
REPRO-MED SYSTEMS,INC.
Table of Contents
PART I
Page
Item 1. Business
3
Item 2. Properties
8
Item 3. Legal Proceedings
9 Item 4. Submission of Matters to a Vote of Security
Holders 10
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters 10
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
11
Item 7. Financial Statements
16
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
27
PART III
Item 9. Directors, Executive Officers, Promoters and
Control
Persons; Compliance With Section 16(a) of the
Exchange 27
Act
Item 10. Executive Compensation
29
Item 11. Security Ownership of Certain Beneficial Owners
and Management
30
Item 12. Certain Relationships and Related Transactions
33
PART IV
Item 13. Exhibits and Reports on Form 8-K.
34
<PAGE>
PART I
-----------
Item 1. Business
- ----------------------
Repro-Med Systems, Inc. ("the Company") was incorporated
under the laws of the State of New York on March 24, 1980 by
Andrew I. Sealfon and Dr. Adrian W. Zorgniotti, co-inventors of
the Company's initial product, the Testicular Hypothermia
Device(tm)) or THD(tm). The THD is a device for improving semen
quality in males with infertility by producing lower intrascrotal
temperature. On March 17, 1986, the Company's affiliate, Gamogen,
Inc. ("Gamogen") was incorporated by Repro-Med Systems, Inc., for
the purposes of acquiring, developing and marketing medical
products for use in the treatment of impotence. On May 27, 1987,
Gamogen acquired the rights to certain gynecological products
which it assigned to its Gyneco, Inc. subsidiary which
immediately commenced manufacturing and marketing a line of
gynecological products through US and foreign distributors, US
hospitals and private physicians.
The Company is a medical device manufacturer directing its
business activities towards markets for: emergency medical
products (52% of actual 1999 sales), impotency treatment (31%),
gynecological (13%), and infusion therapy (4%). The Company and
its products are regulated by the FDA. In 1998 these categories
accounted for: emergency medical treatment (39% of actual 1998
sales), impotency treatment(38%), gynecological(18%), and
infusion therapy(5%). For comparison purposes, the 1998
percentages exclude a one-time sale of impotency technology for
$708,000 by the Company's Gamogen affiliate. In 1999, the
Company sold 22% of its products to international customers
compared to 17% in 1998.
In terms of major customers, the majority of the Company's
impotence treatment sales, 31% of total 1999 sales and 38% of
1998 sales, were made to Original Equipment Manufacturers
("OEM"). In 1999, three ("OEM") customers accounted for 99.5% of
the Company's impotency sales and in 1998 two OEM customers
purchased 100% of the impotency treatment devices sold.
The Company assembles and tests its products at a leased
facility in Chester, NY, occupying approximately 20,000 square
feet of the 26,000 square foot facility. The Company purchased
the facility in 1996 and on February 25, 1999, sold it in a sale-
leaseback transaction. The sale-leaseback was done to free
capital for developing and marketing the Company's products (See
Item 2. Properties on Page 8). On February 28, 1999 the Company
had 26 full time employees and 0 temporary employees. At the same
time last year the Company had 31 full time employees and 5
temporary employees.
The Company's products are manufactured primarily from
molded plastic parts which are purchased from several US vendors
and one major overseas vendor in Taiwan. The Company is
dependent on vendors who use specific tooling provided and owned
by the Company to mold the parts. However, the Company believes
that these tools may be moved to other molders with similar
capabilities to assure the Company a continuous supply of raw
materials.
New product research and development is paid for
independently by the Company and by customers on a project basis.
In 1999, research and development costs were $185,637 compared to
$238,214 in 1998. Research and development expenses in 1999 were
reduced by a $30,000 payment received for work done on an OEM
customer's product. The payment was received in 1998 as a
deposit. The balance of research and development costs for 1999
and 1998 were funded by the Company.
The Company's most recent 510k product applications filed
and approved by the FDA were for a Reusable Resuscitator filed in
1997 and approved in 1998 and an application for an OTC Vacuum
Erection Device and Constriction Rings filed and approved in
1998.
The Company has patents on several of its products in the
United States. In some cases, where it was
no longer deemed economically beneficial, the Company allowed
certain patent
<PAGE>
protections to lapse. Since the Res-Q-Vac has a significant
market share, it may attract
other companies whose resources may be greater than the Company
to develop a product or similar products which could compete with
the Res-Q-Vac which would have a materially adverse affect on our
sales. The Company is continually investigating improvements to
the product and intends to rely on innovative design to remain
competitive.
The most recent patent granted to the Company was #
5,336,189 for a "Combination I.V. Pump & Disposable Syringe"
which confers a unique syringe to I.V. pump interface design.
This patent is for the Freedom60 Infusion System, an infusion
therapy product. The patent position of companies such as Repro-
Med and Gamogen generally is highly uncertain and involves
complex legal and factual questions. Accordingly, there can be
no assurance that patent applications relating to the Company's
products or technology will result in patents being issued or
that, if issued, the patents will afford protection against
competitors with similar technology. Moreover, some patent
licenses held, may be terminated upon the occurrence of certain
events or become non-exclusive after a specified period. There
can be no assurance that the Company will have the financial
resources necessary to enforce any patent rights it may hold.
The Company is in compliance with applicable environmental
laws in all respects including federal government, State of New
York and local laws and regulations, including, without
limitation, those relating to toxic and hazardous substances and
other environmental matters. An environmental survey was done in
1999 in conjunction with the building sale-leaseback, there were
no violations.
The development, testing, production and marketing of the
Company's products are subject to regulation by the FDA and the
New York State Department of Health, and may be subject to
further FDA regulation as devices under the 1976 Medical Device
Amendments to the Federal Food, Drug and Cosmetic Act.
Additionally, the Company's products may be subject to regulation
by similar agencies in other states and foreign countries. All
the Company's currently marketed products have received the
necessary FDA approvals for marketing in the US. The FDA reviews
all devices regulated within its domain, and may require
additional testing, clinical trials, or create other regulatory
action which may adversely affect the Company's ability to market
its medical products. One of the Company's gynecological
products, the Thermal Cautery System, was approved by a
grandfather provision of the FDA regulations having been in use
prior to the Device Act of 1976, and therefore may at the FDA's
direction require recertification under the Pre-Market Approval
Application ("PMA") to permit continued marketing. The FDA's PMA
process may be costly and may not be cost effective when applied
to products with limited market share. Selling the Company's
products in Europe which do not fall under the classification of
Class I medical devices, will require the Company to meet ISO-
9002 requirements. The Company fully intends to become ISO-9002
compliant which will allow the Company to CE-Mark its non-Class I
products for sale in the European Community.
Company Products
- ----------------
Emergency Medical Products
- --------------------------
Res-Q-Vac(TM)
Since its introduction in 1990, the Res-Q-Vac Suction
System has continually gained market share and is now the
standard for portable, hand-powered emergency suction. Res-Q-Vac
provides a complete emergency suction system for neonates,
children or adults for use in any location. The product is used
to remove fluids from a patient's airway. The Res-Q-Vac consists
of a hand-held, portable suction pump which is connected to
various catheters, depending on size of the patient. It is non-
electric and single-hand operated making it <PAGE>
extremely convenient. The disposable features of the Res-Q-Vac
reduce the risk of contamination, for example from HIV, when
suctioning a patient or during cleanup. Res-Q-Vac
is distributed domestically by major emergency medical device
distributors (i.e.
Armstrong, Banyan, Dyna-Med, Moore, et al) and is advertised in
each of their catalogs. The Company also private labels the Res-
Q-Vac as the Madavac for Mada Medical Products ("Mada"). The
homecare market for emergency suction is Mada's focus.
The distribution of Res-Q-Vac internationally has been the
focus of increased marketing efforts. Because of these efforts,
the Company has added 30 new international distributors
in 1999; many are in countries where the Company previously had
no formal representation. The initial purchases are encouraging
and the Company expects additional sales to these distributors,
although it is difficult to predict the actual revenue growth
from new accounts. Introduction of the Company's website
in 1999 at www.repro-med.com will give the Company additional
exposure in the international market in the coming year.
The Res-Q-Vac continues to be evaluated by the US military
for potential inclusion in its kits to combat the use of chemical
and biological agents. Typically, the consideration of medical
devices by the armed services is a long process that may exceed
one year. The Company feels that Res-Q-Vac will eventually be
included in these military kits, since
personnel wearing protective clothing cannot use the product of
its closest competitor, V-Vac(tm).
PLUS(TM) Resuscitator
The PLUS Reusable Resuscitator ("PLUS") was introduced by
the Company to the marketplace in September 1998. The PLUS
resuscitator is used to replace or assist normal breathing in
patients suffering from respiratory arrest or, especially in the
home, as a backup for ventilator assisted patients. The sales of
PLUS have been encouraging and continue to grow at a moderate
pace. The interest generated by an international hospital
equipment advertisement has satisfactorily promoted sales of the
PLUS and provided a secondary benefit of introducing the Res-Q-
Vac to a new group of distributors.
The PLUS Reusable Resuscitator has proven to be a strong
competitor for a number of international tenders or requests for
quotation of emergency medical resuscitators, and the Company has
received orders for this product from these quotes. While these
opportunities represent significant single-purchase quantities of
1,000 units or more, there can be no assurance that the PLUS will
remain competitive or that further bids will be accepted. The
Company will continue to support its international distributors
and seek sales in this arena.
The principal customer for the PLUS Resuscitator in 1999 was
Mada. Sales to Mada accounted for 85.6% of total resuscitator
sales for 1999.
Impotency Treatment
- -------------------
Osbon Pump
The Osbon Medical Systems, Inc.("Osbon") product line was
sold by Imagyn Medical Technologies, Inc. ("Imagyn") to Timm
Medical Technologies, Inc.("Timm") on November 23, 1998. For
Osbon and now Timm, the Company manufactures a portable, hand-
operated suction pump with a built in vacuum safety limiter and
release trigger. The suction pump, called the Osbon Classic,
provides the suction required to create an erection. In a
conversation with Timm regarding a patent issue on their Classic
Erecaid, the Company notified Timm of a claim against Osbon for
the appropriation of certain technology incorporated into their
Esteem products. During the course of this discussion, Timm
indicated that they were not interested in manufacturing the
Esteem in their new facility, and might consider outside
contractors. Since the Company has extensive experience building
thousands of these devices and had a <PAGE>
direct involvement during the inception of the Esteem, management
believes that the Company represents an ideal choice for the
production of Esteem. An offer was made for a Company
representative to visit Timm to discuss these possibilities as
well as the future order pattern of the currently produced
Classic pump. Timm has placed a purchase order for 3,000 pumps
to be shipped in the second quarter of fiscal 2000 for the
Classic pump and Timm has indicated that they intend to continue
this product in their line. The Classic pump is a manual, vacuum
erection device used in the treatment of male impotence which the
Company manufactures for Timm.
On April 20, 1999 the Company received a letter from Timm
regarding possible patent conflicts between the Company's Restore
product and the Timms Erect-Aid Classic(tm) product. The
Company's review of the patents does not support this claim. Timm
had purchased the rights, on November 23, 1998, to the Erect-Aid
Classic(tm) product from Imagyn. Imagyn, former company name
Urohealth, had originally bought the rights to the Erect-Aid
Classic(tm) from Osbon Medical Systems. The Company has an off-
setting counter claim which has not been resolved, concerning an
Osbon product called Esteem. In April 1996, Osbon advised the
Company that it was withdrawing its commitment to the Company for
manufacture of the Esteem(tm) products and had secured other
options for manufacture of these products. No prior notice was
provided to the Company by Osbon. Despite repeated requests to
Osbon, the Company has not received an explanation for this
action. The Company has advised Osbon and Timm that the Company
is due compensation for its work on the Esteem(tm) products and
for use of its proprietary design and manufacturing information.
Mission Pump
The Company has been advised by its customer, Mission
Pharmacal("Mission"), that an intensive television campaign is to
be undertaken this summer to increase sales of their VED Value
erection system. The Company believes that future sales and
subsequent production by the Company of the Mission product,
depends on the success of this advertising effort. If the new
marketing effort is not successful, Mission will not have the
Company continue to produce the VED Value pump. Mission has
also advised the Company that it would encourage the use of their
pump in other applications and projects. The Company is seeking
alternative uses, although there can be no assurance that such
alternative applications can be secured, or prove economically
viable. The Mission pump is a battery operated vacuum erection
device used in the treatment of male impotence.
Restore
In February 1998, the Company initiated the development of
a vacuum erection device and constriction ring devices for vacuum
treatment of impotence and in April 1998 submitted to the FDA a
510(k) application to market the devices including marketing for
over-the-counter sale ("OTC"). The 510(k) application was
approved and the Restore product will be targeted at both
impotent men and men seeking to enhance natural or induced
erections and sexual performance. It is estimated that in the US
there are 30 million men who suffer impotence. The Company's
devices offer convenient, highly effective treatments for
impotence and for individuals seeking improvement from natural or
induced erections, and are sold on an OTC basis. The Company
initiated production of Restore in July 1998. The Company is in
the process of developing distribution for these devices both
direct and through selected distributors in the US and overseas.
The Restore kit consists of a manual vaccum erection pump and
cylinder, constricting Prolong rings of varying tensions,
instruction video, and lubricant. The Prolong constricting rings
are also sold separately under the Prolong name as replacements
and as a stand alone product. In October 1998, the Company
entered into a joint venture with its affiliate, Gamogen, to
develop and market the Restore product. (see Item 13. Exhibit
10(j), Joint Venture Agreement, Page 34). Shipments of the
Restore and Prolong products began in September 1999 and were
$2,674 for the fiscal year.
<PAGE>
Gynecological
- -------------
Gyneco Products
Gyneco's product line represents a diminishing segment of
the market, which is steadily
moving toward lower cost disposables. Recently, there has been
renewed interest in the international market for the Masterson
Endometrial Biopsy Kit product. The Masterson Endometrial Biopsy
System is a device for performing in-office biopsy sampling
procedures and can provide essential tissue samples for diagnosis
of infertility, menstrual disorders, bleeding, hormonal therapy,
and screening for abnormal cytology. The system is composed of a
non-electric vacuum pump which is easily operated with one hand
and sterile individual procedure trays containing a sized metal
curette, fixative cup, cap and label.
The Thermal Cautery System, used to perform the tubal
ligation procedure, disposables (cautery probes and cannulas)
continue to dominate Gyneco's overall sales. In 1999, 70% of
Gyneco's sales were attributable to the Thermal Cautery System
and the Masterson Endometrial Biopsy System accounted for another
14% of sales. Gyneco's products are governed by the FDA's
regulations for Class II medical devices. The Gyneco Thermal
Cautery System was designed to provide a safe, and effective
method for female sterilization. The Gyneco Thermal Cautery Unit
provides low voltage coagulation via a rechargeable battery. The
acceptance of tubal sterilization has been greatly influenced by
the refinements of instrumentation and techniques after the
introduction of laparoscopy. The endoscopic approach to
sterilization constitutes a simple, safe and effective technique
that can be used without prolonged hospitalization. Research
efforts in the field of female sterilization have focused on
methods that provide simplicity, safety and effectiveness. The
Gyneco Thermal Cautery System meets these criteria.
Infusion Therapy
- ----------------
Freedom60(TM)
The Company's Freedom60 system provides a constant flow of I.V. fluid
using a proprietary, disposable replacement tubing set.
In November 1998 the company restructured its marketing
efforts for several of its key products. Marion Howarth was
appointed the new product manager for the Freedom 60 Syringe
system, and on February 20, 1999 was made Vice President of Sales
for Repro-Med. The Freedom60 sales strategy underwent transition
from a distributor based effort into a direct
sales program to national and large regional accounts and, at the
same time, finding potential joint marketing partners.
For its national sales effort, the Company focused its sales
force on specific targeted vertical markets which represented
ideal opportunities for an Intravenous System which could deliver
high quality infusion in a portable low cost package.
The initial marketing efforts for Freedom60 were directed at a market segment
which required IV antibiotic administration and was adversely affected
by the current and continuing cost containment environment
regarding reimbursement. The company has met with numerous
Cystic Fibrosis ("CF") centers as well as the with the CF
foundation where the Freedom60 was very well received. Due to
its low cost, high performance, and portability, the Freedom60 is
able to provide a quality lifestyle at an affordable cost to the
children affected by this disease. The Company has presented
this product to numerous Children's Hospitals, large regional
health care providers, and a major national home care account.
On May 3, 1999 the Company signed a letter of intent with
McKinley Medical, LLLP ("McKinley") for exclusive national and
international distribution of the Freedom60. Under the
conditions of the proposed agreement, the Company will provide
the Freedom60 pump and associated disposables, and McKinley will
assume responsibility for all marketing and sales <PAGE>
both domestically and internationally. McKinley will have to
meet certain sales minimums to maintain exclusivity in their
territories.
McKinley has greater resources and a broader product line
with improved lines of distribution to reach a much larger market
share. The Company agrees to provide all future products based
on its Freedom60 technology to McKinley and is working with
McKinley to co-market the product. The definitive agreement is
expected to be completed within 30 days. In the event that
McKinley and the Company fail to reach a definitive agreement,
the Company will resume marketing of the product directly and
continue to seek out other potential partners with greater
resources to improve the marketing of the product.
On March 23, 1999, the Company engaged the services of
International Marketing Company ("IMC") to market its products,
including the Freedom60, to European Common Market. IMC has
identified several interested companies for the Freedom60 System,
and the Company is in the process of meeting with these
customers. McKinley has agreed to limit its territory to enable
the Company to secure favorable distribution and investment
opportunity for Freedom60. There can be no assurance that any of
these parties will ultimately sign such an agreement on terms
beneficial to the Company.
For the Freedom60 System, management believes that the
market potential is favorable because a syringe based system is
the lowest in cost for all IV administrations of limited volume.
The Freedom60 technology, with its inherent safe pressure, non-
electric, low cost design, should be able to capitalize on these
market trends, and provide superior performance at the lowest
cost. In addition, the Company's future enhancements to this
technology, which includes the flow alarm version and full
electronic controllable versions still at significant cost
savings over current designs, will position the Company for
future growth in this market.
New Programs
On April 13, 1999, The Company signed a letter of intent
with a company to investigate business opportunities of mutual
interest and benefit using the Freedom60 technology for enteral
feeding. This company also sells suction pumps for breast milk
extraction. The Company has extensive experience at building
vacuum pumps and is evaluating the application of its
technologies for breast pump devices. In addition, the potential
customer has asked the Company to quote building the disposable
kits required for these pumps as a contract manufacturer. The
Company is in the process of evaluating these products and
providing engineering, design, and manufacturing services for
these products.
Item 2. Properties
- ---------------------
On February 25, 1999 the Company executed a sale-leaseback
for its masonry and steel frame building on 3.27 acres of land
located at 24 Carpenter Road, Chester, New York 10918. In a sale-
leaseback transaction, the owner sells the property and then
leases back the space. The result is a source of capital for use
in the business. The facility is the Company's only location and
is used for its headquarters and manufacturing operations. The
buyer of the building and the Company's new landlord is West
125th Street Associates a Limited Liability Company ("West
125th"). Under terms of the Contract of Sale, the Company has
the option to re-purchase the building, beginning on the second
anniversary of the sale and ending on the eighth anniversary.
The Company is required to give 12 months prior notice of its
intent to re-purchase the building. The agreed upon amount for
re-purchase is as follows:
Year Three $2,100,000
Year Four $2,205,000
Year Five $2,315,250
Year Six $2,431,013
Year Seven $2,552,563
<PAGE>
The Company sold the land and building on February 25, 1999
for the sale price of $1,750,000. The Company also received
payment for a portion of the property taxes it had previously
paid. The proceeds were used to pay-off the mortgage and accrued
interest of $838,761; establish a cash collateral deposit account
with the Bank for $150,000; pay a lease security deposit of
$40,000 and the first month's lease payment of $10,000; and pay
transaction related costs of $154,939. These costs included a
sales broker commission of $87,500, an interest swap termination
fee of $37,300, a mortgage prepayment penalty of $16,743 and
taxes and fees of $25,828. The net cash proceeds to the Company
of $558,437 were deposited in the Company's bank account.
The mortgage loan pay-off balance was $838,761 for principal
and accrued interest. The mortgage loan originated on April 30,
1996 for $900,000 when the Company purchased the land and
building from Key Bank ("the Bank") for $1,030,000. The
mortgage, had the Company not sold the land and building, would
have matured on April 30, 2006, at which time a balloon payment
for the balance would have been due or the balance would have
become the basis for a new loan. The Key Bank branch which
occupies a portion of the building is remaining as a tenant. The
Key Bank lease, formerly held by the Company, was transferred to
West 125th as part of the sale.
The cash collateral deposit of $150,000 was required under
the terms of a Cash Collateral Agreement (the "Agreement")
entered into between the Company and the Bank. The Agreement was
requested by the Bank as part of the building sale-leaseback
transaction to provide the Bank with additional collateral for
the remaining line of credit and term loan owed by the Company.
The $150,000 deposit is held by the Bank in an interest bearing
account, the Company's operating account will receive periodic
credit for interest earned. The $150,000 will be released by the
Bank for the Company's use when the line of credit of
$500,000 is fully advanced and the Company has sufficient
additional Collateral Base,
described as 80% of accounts receivable and 40% of inventory, to
collateralize the amount requested. Any event of default by the
Company will prevent the Bank from releasing the cash collateral.
At the same time the facility was sold to West 125th, a 20-
year lease (See Item 13. Exhibit 10(k), Lease With West 125th
Street Associates,LLC, Page 34) was entered into by the Company
as lessee and West 125th as the owner and lessor. The lease
allows the Company to conduct its manufacturing and other
business activities as usual without modification due to the
change in ownership. The Company is responsible for repairs,
maintenance and upkeep of its portion of the building. The terms
of the lease call for a monthly lease payment of $10,000 per
month with the Company paying its portion or 65% of the property
taxes on a monthly escrow basis as opposed to paying the tax
bills as they are received. The initial property tax payment is
$1,890 per month. The Company's monthly lease payment will be
$10,000 per month for the first 10 years of the lease. This
compares to an average monthly mortgage payment, not including
taxes, of $8,100. When the Company owned the building the
mortgage payment was partially offset by the Key Bank's monthly
lease payment of $7,175. Beginning in March 1999, the Key Bank
payments will be paid to West 125th. The Company's lease payment
for years 11-20 will be $11,042 per month.
Key Bank is responsible for the rent, taxes and upkeep for the
portion of the building occupied by its branch or approximately
6,000 square feet of the building's 26,000 square feet. Key's
monthly lease payment of $7,175 or $86,100 per year will be paid
to West 125th beginning with the March 1999 lease payment. The
Key Bank lease, which was transferred to the new owner as part of
the contract of sale, calls for Key to continue to pay 35% of the
property taxes. This allocation of property tax has been in
place since the building was purchased by the Company in 1996.
Item 3. Legal Proceedings
- -------------------------
The Company is not a party to any material litigation, nor
to the knowledge of the <PAGE>
officers and directors of the Company is there any material
litigation threatened against the Company. Jesse A. Garringer,
Executive Vice President and Director, was terminated from the
Company on January 15, 1999. (see Item 13. Exhibit 10(i),
Termination Agreement, Page 34). On January 15, 1999 a Sales
Representative's Agreement was entered into between Mr. Garringer
and the Company (see Item 13. Exhibit 10(h), Sales Representative
Agreement, Page 34). On March 19, 1999 the Sales Representative
Agreement was terminated by the Company for failure and inability
to perform. Mr. Garringer, through subsequent written
communication, has advised the Company he disagrees with the
termination of the Sales Representative Agreement and
discontinuation of the payments for draws against commission and
other benefits contained in the agreement. The Company believes
its claims and defenses against Mr. Garringer would more than
offset any claim he might assert.
Item 4. Submission of matters to a Vote of Security Holders
- ------------------------------------------------------------
No matters were submitted to a vote of security holders of
the Company during the fiscal year ended February 28, 1999.
PART II
-------------
Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters
- -----------------------------------------------------------------
- ---------------------------- The Company is authorized to issue
50,000,000 shares of Common Stock, $.01 par value, of which
22,142,000 shares were issued and outstanding as of February 28,
1999. At February 28, 1999, the Company's Common Stock was held
by approximately 1400 holders of record.
The Company's Common Stock is traded in the Over-the-Counter
market and was quoted through the National Daily Quotation
Service. The following table sets forth the high and low closing
bid quotations for the Company's Common Stock as reported by the
National Quotation Bureau,
Inc. for the periods indicated. These quotations represent
interdealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.
<TABLE>
<CAPTION>
High Bid Low Bid
Fiscal Year
Ending
February 28,
1998:
<S> <C> <C>
1st Quarter $0.12 $0.09
2nd Quarter $0.13 $0.10
3rd Quarter $0.15 $0.11
4th Quarter $0.12 $0.08
Fiscal Year
Ending
February 28,
1999
1st Quarter $0.085 $0.080
2nd Quarter $0.080 $0.060
3rd Quarter $0.060 $0.045
4th Quarter $0.045 $0.032
Fiscal Year
Ending
February 28,
2000:
3/1/99 - $0.055 $0.032
5/31/99
</TABLE>
On February 2, 1993 the Company issued 10,000 shares of 8%
Cumulative Convertible Preferred Stock in a private placement for
$100,000. The Company is obligated to pay semi-annual dividend
payments of $4,000 until conversion by shareholders or redemption
by the Company. As of February 28, 1999 these 10,000 shares of
Cumulative Convertible Preferred Stock are convertible to 312,500
shares of Repro-Med common stock at $0.32 per share. These 10,000
<PAGE>
shares of Cumulative Convertible Preferred Stock are convertible
based on the following formula :
" ... The holder of any of the shares of Preferred Stock being
issued hereunder shall have the right, at his/her option at any
time, to convert any such shares of Preferred Stock into such number
of fully paid and non-assessable whole shares of Common Stock as is
obtained by multiplying the number of shares of Preferred Stock so
to be converted by $10.00 and dividing the result by the conversion
price of $0.20 per share or by the conversion price as last
adjusted and in effect at the date any share or shares of Preferred
Stock are surrendered for conversion (such price, or such price as
last adjusted, being referred to herein as the "Conversion Price").
The Conversion Price shall increase by $.02 for each year that the
Preferred Stock is outstanding. ... "
The Company has not declared or paid any cash dividends on its
Common Stock and does not anticipate that any dividends will be
paid in the foreseeable future. The Company's loan agreement
requires the approval of Key Bank of dividends payments. During
the fiscal year ended February 28, 1999, dividend payments on the
Company's 10,000 issued shares of convertible preferred stock
were $8,000.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
- -----------------------------------------------------------------
- ----------------------------
Results of Operations
1999 vs. 1998
- -------------
Total sales in 1999 declined $500,307 to $1,725,035 as a result
of a one-time sale in 1998 of $708,000 which did not repeat in
1999. The sale, for an oral treatment for male impotence, was
made by a Company affiliate, Gamogen. The Company's 1999 sales,
not including affiliates were $1,504,497, an additional $247,846
in sales were made by affiliates bringing total sales to
$1,725,035 for the year.
The $1,504,497 of sales, not including affiliates, compares
to $1,241,988 for 1998 which also excludes affiliate sales.
This is a 21% or $262,509 increase for 1999 compared to 1998.
The increase in sales is attributable to the emergency medical
products, Res-Q-Vac and PLUS Resuscitator, which overall grew 50%
from $598,813 to $897,861. Res-Q-Vac sales were up 38% or
$230,205 in 1999 and PLUS Resuscitator added $68,843 in first
year sales. Strong demand early in the year for Res-Q-Vac
products included large domestic and international orders from
existing customers. The principal customer for the new PLUS
Resuscitator product in 1999 was Mada Medical Products. Sales to
Mada accounted for 85.6% or $58,934 of total resuscitator sales
for 1999.
Total impotency treatment sales were down slightly, 8% or
$48,500, in 1999 versus 1998. The Company sells a substantial
portion of its impotence treatment products to OEM customers. In
1999 the Company sold 99.5% or $533,678 of total 1999 impotency
treatment sales of $536,352 to: Mission ($ 273,790), Osbon a
division of Imagyn ($113,072) and Timm ($146,816). This compares
to total impotency treatment sales in 1998 of $582,178 of which
100% were sold to two customers, Mission and the Osbon division
of Imagyn. Mission's 1998 sales were $122,511 and the Osbon
divisions were $459,667. The balance of the Company's 1999
impotency treatment sales of $2,674 were for the Restore product.
In November 1998, Timm purchased the Osbon business from
Imagyn. This meant, in effect, that the Company had two primary
customers for its impotency treatment products at any point in
time during 1999 as in 1998.
The $273,790 of sales were recorded in 1999 for Mission do
not include another $246,610 <PAGE>
recorded as deposits for products in various stages of raw
material and work-in-progress. These deposits will be recorded as
sales in fiscal 2000 when the units are completed.
Sales of the Company's, infusion therapy products, were
$70,284 in 1999 and $68,988 in 1998. On May 3, 1999 the Company
signed a letter of intent with McKinley for exclusive national
and international distribution of the Freedom60. Under the
conditions of the proposed agreement, Repro-Med will provide the
Freedom60 pump and associated disposables, and McKinley will
assume responsibility for all marketing and sales both
domestically and internationally. McKinley will have to meet certain
sales minimums to maintain exclusivity in their territories.
Cost of goods sold for 1999 decreased 1% from 1998. This is
a $127,021 decrease and is primarily attributable to variations
in the combination of products sold.
Selling, general and administrative ("SG&A")expenses were
down 5.9% or $68,616. This decrease is the result of expenses
which occurred in 1998 and did not repeat in 1999. Expense
reduction efforts further reduced SG&A expenses in 1999. SG&A
expenses of $55,660 in 1998 that did not repeat in 1999, were
associated with the Company's affiliate, Gamogen's,
sale of its Oral Treatment for Male Impotence. Company expense
reduction efforts included a 25% reduction effective on June 29,
1998, in executive salaries for Andrew Sealfon, President
and Jesse Garringer, Executive Vice President. This was a $45,100
reduction including
benefits for the year. Additional cost reduction efforts in 1999
included a layoff in August 1998 of a total of 5 employees
between direct and indirect labor. Since February 28, 1999,
further reductions have included a Regional Sales Manager.
Offsetting some of these expense reductions were additional sales
and marketing expenses associated with promoting the Freedom60,
infusion therapy product.
Research and development expenses declined 22% in 1999. The
two major factors were a one-time $30,000 payment for expenses
from our OEM customer, Mission, for engineering work on their
impotency treatment product. Another $19,800 was saved through
Andrew Sealfon's 25% salary reduction which took effect on June
29, 1998. A portion of Mr. Sealfon's salary is allocated to
research and engineering expenses. The payment that offset a
portion of Mission's research and engineering costs was received
in fiscal 1998 and recorded as a customer deposit at fiscal 1998
year end.
Net loss from operations was $862,314 in 1999 compared to a
loss of $369,131 in 1998.
The primary reason for the increased loss was the gross margin
realized in 1998 as a result of a one-time sale in 1998 of
$708,000 which did not repeat in 1999. The sale, for an oral
treatment for male impotence, was made by a Company affiliate,
Gamogen.
Non-operating income was $40,576 in 1999 compared to a loss
of $66,699 in 1998.
Major items affecting non-operating income in 1999 were $73,530
in other income received from Mission for tooling and services
associated with its OEM vacuum erection device. The rental
income from Key Bank of $86,100 received by the Company in 1999,
will not continue in fiscal 2000, the Key Bank lease was part of
the building sale. Non-operating income in 1999 was not reduced,
as in 1998, by a $75,000 licensing income offset against the
Zonagen sale.
The gain on the sale from the Company's sale-leaseback
transaction was $449,617 which is being treated as an operating
lease and the gain has been deferred to be amoritized over the
term of the lease. This will result in a $22,482 per year
reduction of rent expense as the gain, $449,617, is spread over
the life of the lease, which is 20 years. There is no reduction
in rental expense for fiscal 1999 from this amoritization.
The Provision for Income Taxes, an expense, which reduced
income by $494,342, resulted from a year-end valuation allowance
which reduced the deferred tax asset of $514,409 to $0.
Establishing this allowance is required by accounting standards
when certain tests determine there is a 50% or less probability
of future realization of the deferred tax asset.
<PAGE>
The impact of this valuation allowance is a tax expense of
$494,342 in 1999. Adding this amount to the loss before taxes
results in a net loss after tax of $1,324,469 for the year.
1998 vs. 1997
- -------------
In the fiscal year ended February 28, 1998 the Company's
loss from operations was $369,131 as compared to income from
operations of $22,164 in the prior fiscal year. The decrease in
operating income resulted primarily from a decline in product
sales of $881,634, due to a $1,009,048 decline in sales to Osbon,
and increases in selling, general, and administrative expenses
and depreciation and amortization. Margins on product sales
declined from 55% of sales in the prior fiscal year to 30% of
sales in 1998 due to lower Osbon sales volume and increased
manufacturing costs, primarily in the quarters ended November
1997 and August 1997, related to the production startup of both
the OEM medical suction device and the Freedom60 Syringe I.V.
Infusion System. The decrease in operating income was limited in
part by revenue from Gamogen's sale of the impotence oral
treatment of $708,000.
In the fiscal year ended February 28, 1998 the loss before
taxes and minority interest was $435,830 as compared to income
before taxes of $238,080 in the prior fiscal year. The loss
before taxes, versus the prior year income, is due primarily to
the operating loss of $369,131 in 1998, primarily from the
decrease in sales to Osbon, coupled with the prior year licensing
income of $162,800, which did not continue in 1998.
Minority interest in the income of Gamogen for 1998 was
$161,669. Minority interest in the income of Gamogen for the
prior fiscal year was $3,263. The increase is due to increased
income at Gamogen resulting from the sale in the current fiscal
year of Gamogen's Impotence Treatment.
The Company's net loss for the fiscal year ended February
28, 1998 was $290,184. This compares with net income of $139,503
for the previous fiscal year. The net loss for the 1998 of
$290,184 results primarily from the Company's net loss from
operations of $369,131, which is due primarily to the decline in
sales to Osbon. The net loss per common share for the fiscal year
ended February 28, 1998 was $0.01. This compares with net income
per common share of $0.01 for the prior fiscal year.
Liquidity and Capital Resources
- -------------------------------
At the end of fiscal year 1999, the Company had net working
capital of $846,467 a decrease of $230,334 from 1998. The
decrease in working capital was due primarily to the operating
loss of $862,314. A portion of this working capital decrease was
offset by utilizing the Company's short term investments of
$168,061 and additional borrowings on the Company's line of
credit of $79,372. The major source of new funds was the
February 25, 1999 sale of the Company's Chester, New York
building. The sale resulted in net cash to the company of
$558,437. Additional funds of $176,889 were made available to
the Company through an intercompany loan from an affiliate,
Gamogen. Under terms of an agreement with its affiliate, at the
end of each quarter, the Company will pay interest at a
competitive rate on the balance outstanding for the quarter to
its affiliate, Gamogen. These interest payments will continue
until the balance due to the affiliate has been repaid or offset
by intercompany receivables for rent, wages and operating
expenses that are paid by the Company and paid back by the
affiliates. Under the Restore Joint Venture Agreement the
Company's affiliate, Gamogen, provided $175,000 for funding the
Restore product's initial development costs. (See Item 13.,
Exhibit 10(j) on Page 34).
The funds available at February 28, 1999 are expected to
meet the Company's cash requirements, under current operating
conditions, for the new fiscal year which started on March 1,
1999. Additional funding may be required if the company needs to
increase production for new customers or products which would
include inventory purchases and accounts receivable funding. In
anticipation of the need for increased funding, the Company is
<PAGE>
preparing for its Bank, to be submitted with its annual line of
credit renewal, a proposal for additional funds to handle new
business working capital requirements. Furthermore, the Company,
in its negotiations with new customers or with existing customers
for new products, is requesting payments to support a specific
project's initial working capital requirements. Inability to
secure additional funds for working capital would have an adverse
effect on the Company's ability to fulfill new business
requirements.
During conversations with the Bank concerning the building
sale-leaseback, the Bank required that a cash collateral account
(See Item 13. Exhibit 10(l), Cash Collateral Agreement - Key
Bank, Page 34) of $150,000 be established from a portion of the
proceeds from the building sale before the Bank would consent to
the Company's proceeding with the sale. The $150,000 which
appears as a deposit on the balance sheet, had been deducted from
the proceeds of the building sale before arriving at the net
amount of $558,437 available to the Company from the sale. The
cash collateral deposit of $150,000 was established under the
terms of a Cash Collateral Agreement (the "Agreement") entered
into between the Company and the Bank. The Agreement was
requested by the Bank as part of the building sale to provide the
Bank additional collateral for the line of credit and term loan
remaining after the mortgage loan was paid. The $150,000 deposit
is held by the Bank in an interest bearing account, the
Company's operating account will receive periodic credit for
interest earned. The $150,000 will be released by the Bank for
the Company's use when the line of credit of $500,000 is
fully advanced and the Company has sufficient additional
Collateral Base, described as 80% of accounts receivable and 40%
of inventory, to collateralize the amount requested provided the
Company is not in default.
Accounts receivable are down at the end of 1999 to $120,470
compared to $232,915 in 1998 resulting from reduced year end
shipments to OEM customers Timm and Mission. In terms of accounts
receivable, in the United States, sales are made on primarily net
30 day payment
terms. A variety of terms are employed for export sales
including cash prepayments, irrevocable letters of credit, and
net 45 days. As of February 28, 1999, 2.0% of accounts
receivable were over 60 days, 9.6% were at 30-59 days and 88.4%
were current.
Capital expenditures in 1999 were $61,666, capital
expenditures in 1998 were $234,908. The 1998 expenditures were
higher due to tooling requirements for the Mission OEM vacuum
impotence treatment device.
Other Assets increased $6,100 from the purchase of assets
(See Item 13. Exhibit 10(m), Agreement of Asset Sale and
Royalties, Page 34) required for the Restore product line. The
assets were purchased from NuMedTec, Inc. ("NuMedTec"), included
intellectual property, PRO-LONG(TM) constriction ring patents and
trademarks. NuMedTec had certain technology, primarily its
constricting ring, needed by the Company as a component of the
Restore product kit. The agreement with NuMedTec called for a
total purchase price of $15,000. An initial payment of $11,100
was made on February 26, 1999 with the balance of $3,900 due on
April 25, 2001. The $3,900 balance plus $200 in expenses or total
of $4,100 will be paid to NuMedTec if the money is not needed to
re-tool the mold for the NuMedTec PRO-LONG Ring. In addition, a
royalty payment of $.25 per ring will be payable to NuMedTec on
the first 500,000 rings shipped and $.15 per ring over 500,000.
A minimum royalty payment of $15,000 for each of the first two
years beginning with the date the business was purchased is
required if annual volumes do not exceed the minimum payments.
These advances will be applied against future royalties payable.
At the end of fiscal 1999 the Company had two loans, a term
loan and line of credit, with Key Bank of New York ("the Bank")
listed on the balance sheet as Current Liabilities and Long-term
Debt. The term loan outstanding was $240,506 and the line of
credit $439,372. The current portion of the term loan is shown
under Current Liabilities for $55,580, the long term portion is
shown as Long Term Debt of $184,926. The line of credit is
listed as a
Current Liability for $439,372.
The term loan is a five year note for $300,000 opened on
December 1, 1997 for which the <PAGE>
final payment will be paid on November 1, 2002. Monthly payments
include principal and interest. In fiscal 1999 total principal
payments were $51,100 or $4,258 average per month with total
interest of $20,028. The interest rate on the term loan is fixed
at 8.43% through the use of an interest rate swap which reduced
the interest rate from 8.83% for the life of the loan. The
Company's fixed assets: machinery & equipment, tooling and
furniture & fixtures, are pledged as collateral for the term
loan.
The line of credit has a maximum cash available limit of
$500,000 operating loan renewed by the Bank on an annual basis.
The Company submits a monthly Borrowing Certificate on which is
calculated the line of credit access the Company has at that
point in time. The available amount is based on a ratio of 80%
of accounts receivable and 40% of inventory. Depending on the
calculation, a payment to the Bank may be required or additional
money may be made available to the Company. The Company had
$439,372 outstanding on the line of credit at the end of 1999.
The line of credit is due for renewal on July 31, 1999. The
Company has begun preliminary discussions with the Bank regarding
renewal. Monthly payments are for interest only. Interest paid
on the line of credit in 1999 was $38,327. The interest rate is
variable based on the prime rate less 1/4%, at year end the rate
being paid was 7.5% (7.75% less .25%). The line of credit loan
is secured by accounts receivable and inventory. At the end of
1999, based on the balances of accounts receivable and inventory,
the Company had an
additional $6,313, above the $439,372 outstanding, available for
use on the line of credit.
Year 2000 Compliance
- -----------------
Company State of Readiness - The Company will be ready for
the year 2000 in both information technology (IT) and non-IT
systems. In terms of IT systems, the Company has purchased and
taken delivery of a software upgrade to make its primary
accounting, sales and manufacturing systems year 2000 compliant.
The upgrade will be installed and validated by the summer of
1999. The internal network on which the primary business IT
software runs, has been upgraded on schedule.
In regard to non-IT systems, which refers to systems using
embedded technology like microcontrollers, etc., the Company does
not currently manufacture, nor has it completed development of,
products which utilize microprocessors or similar date related
functionality.
The Company has surveyed third parties with which it has
material relationships to determine whether there are any known,
significant risks for business interruption, no risk has been
identified.
Costs of Year 2000 Issues - The estimated total cost of
upgrading the Company's IT and non-IT systems is under $15,000.
Risks of Year 2000 Issues - The primary risk to the Company
in terms of year 2000 issues, relates to external communication
networks in the area of international telephone systems. This
effects a small portion of the Company's overall business
activity in the areas of customers and suppliers.
Contingency Plans - The Company has the flexibility to
temporarily utilize off-the-shelf, year 2000 compliant software
for key portions of business system applications, should the
Company experience an unforeseen delay or problem with the
aforementioned legacy system upgrades.
In regard to the risk of failures in international
communications networks, a contingency plan including provisions
for sending and receiving orders and payments using couriers and
other secondary methods of communication is currently being
explored.
The Company believes that becoming Year 2000 compliant will
not have a significant <PAGE>
impact on the financial position or results of operations of the
Company. Although the Company is not aware of any material
operational issues or costs associated with preparing its
products or internal information systems for the year 2000, there
can be no asurances that the Company will not experience
significant unanticipated negative consequences or costs caused
by undetected errors or defects in the technology used in its
internal systems, which are composed predominately of third party
software and hardware, or caused by software used by its vendors
or customers or by goverment agencies.
Forward Looking Statements
The Company has made and will make certain forward-looking
statements in the Annual Report relating to market and product
development among others. These forward-looking statements
represent challenging goals for the Company and are based on
certain assumptions and estimates including the worldwide
economy, competitive activity, funding availability, product
introductions, governmental action and the development of certain
markets. Some examples of key factors necessary to achieve the
Company's goals are: 1.) the ability to
continue successful technological innovation 2.) the avoidance
of adverse cost increases 3.) unexpected increases or decreases
in sales of the Company's products 4.) uncertainty related to
Food and Drug Administration or other government regulation 5.)
introduction by other companies of competitive products 6.)
changes in the Company's relationships with its customers and
distributors 7.) adequate and available sources of funds 8.)
the ability of the Company to secure definitive agreements
from the companies with which it has letters of intent. If the
Company's assumptions and estimates are incorrect or do not come
to fruition, or if the Company does not achieve all of these key
factors, then the Company's actual performance could vary
materially from the forward-looking statements made herein.
Item 7. Financial Statements
- ------------------------------
Index to Consolidated Financial Statements and Supplementary Data
Page
- -----------------------------------------------------------------
- -
Report of Independent Certified Public Accountants
17
Financial Statements:
Consolidated Balance Sheet, February 28, 1999 and 1998
18
Consolidated Statement of Income, Years Ended February 28,
1999 19
and 1998
Consolidated Statement of Changes in Stockholders' Equity,
Years
Ended February 28, 1999 and 1998
20
Consolidated Statement of Cash Flows, Years Ended February
28, 1999 21
and 1998
Notes to Consolidated Financial Statements
22-26
<PAGE>
WEINGAST, ZUCKER & RUTTENBERG, LLP
CERTIFIED PUBLIC ACCOUNTANTS
11 HOLLAND AVENUE
WHITE PLAINS, NEW YORK 10603
INDEPENDENT AUDITORS' REPORT
BOARD OF DIRECTORS
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
We have audited the accompanying consolidated balance sheets of
Repro-Med Systems, Inc. and Subsidiary as of February 28, 1999
and 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the two years
in the period ended February 28, 1999. 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 audit.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Repro-Med Systems, Inc. and Subsidiary as
of February 28, 1999 and 1998 and the consolidated results of
their operations and their cash flows for each of the two years
in the period ended February 28, 1999, in conformity with
generally accepted accounting principles.
/s/ Weingast, Zucker & Ruttenberg, LLP
- ------------------------------------------------------
White Plains, NY
May 25, 1999
<PAGE> REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Feb 28, 1999 Feb 28, 1998
Assets
<S> <C> <C>
Current Assets
Cash and Cash Equivalents (Note 1) $ 683,321 $ 160,567
Short-Term Investments (Note 1) 81,352 631,289
Accounts Receivable (Less Allowance for 120,470 232,915
Doubtful Accounts of $2,976 in 1999 &
$2,976 in 1998)
Inventory (Notes 1 & 2) 573,560 634,109
Prepaid Expenses & Other Receivables 78,785 65,876
Deferred Taxes - Current 0
156,000
Deposits 190,000 0
----------- -------------
Total Current Assets 1,727,488 1,880,756
Property, Equipment And Other Assets
(Notes 1, 3)
Land 0 290,303
Property and Equipment, Net 522,660 1,432,591
Deferred Taxes - Non-current 0 358,409
Other Assets, Net 68,484 69,130
------------- -------------
-
Total Property, Equipment And Other Assets 591,144 2,150,433
- ------------------------------------------ ------------- -------------
- ---------- -
Total Assets $ 2,318,632 $ 4,031,189
================= ============= =============
=
Liabilities And Stockholders' Equity
Current Liabilities
Accounts Payable $ 41,251 $ 140,440
Current Maturities of Long-term Debt (Note 55,580 85,327
5)
Bank Line of Credit Payable 439,372 360,000
Other Current Liabilities (Note 4) 344,818 218,188
----------- -----------
Total Current Liabilities 881,021 803,955
Long-term Debt (Note 5) 184,926
1,077,605
Other Liabilities, Net (Note 11) 427,136 0
------------ -----------
Total Liabilities 1,493,083 1,881,560
================= ------------ -----------
Minority Interest In Subsidiary 288,882 280,493
- --------------------------------------- ------------ -----------
Stockholder's Equity
Preferred Stock, 8% Cumulative $.01 Par
Value, Authorized 2,000,000 shares, Issued 100 100
& outstanding 10,000 shares (Note 6)
Common Stock, $.01 Par Value, Authorized
50,000,000 Shares, Issued and Outstanding 221,420 221,420
22,142,000 (Note 1)
Warrants Outstanding 140 140
Additional Paid-In Capital 3,040,662 3,040,662
Accumulated (Deficit) (2,583,655) (1,251,186)
Treasury Stock at Cost (2,275,000 shares) (142,000) (142,000)
(Note 6)
------------ -----------
Total Stockholder's Equity 536,667 1,869,136
------------ -----------
Total Liabilities And Stockholders' Equity $ 2,318,632 $ 4,031,189
============ ===========
</TABLE>
<PAGE>
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED
<TABLE>
<CAPTION>
Feb 28, Feb 28,
1999 1998
----------- -----------
--- ---
<S> <C> <C>
Sales (Notes 1,7,& 8):
Net Sales of Products $ $
1,725,035 1,517,342
Sale of Impotence Treatment 0
708,000
----------- -----------
-- --
1,725,035 2,225,342
Costs And Expenses:
Cost of Goods Sold 1,186,555 1,059,535
Selling, General & Administrative 1,093,361 1,161,977
Expenses
Research and Development 185,637 238,214
Depreciation and Amortization
121,796 134,747
----------- -----------
-- ---
2,587,349 2,594,473
----------- -----------
-- ---
Income (Loss) From Operations (862,314) (369,131)
- -----------------------------------
- --------
Non-Operating Income(Expense):
Licensing Income 0 (75,000)
Rental Income 86,100 86,100
Interest (Expense) (135,266) (112,712)
Interest & Other Income (Expense) 89,742 34,913
----------- -----------
--- ---
40,576
(66,699)
----------- -----------
--- ---
Income (Loss) Before Minority
Interest (821,738) (435,830)
Share of Operations
- -----------------------------------
- --------
Minority Interest In (Income) Loss (8,389)
of Subsidiary (161,669)
----------- -----------
--- ---
Income (Loss) Before Income Taxes (830,127) (597,499)
- -----------------------------------
- --------
Provision (Benefit) For Income 494,342
Taxes (Note 10) (307,315)
----------- -----------
--- ---
Net Income (Loss) After Income $ $
Taxes (1,324,469) (290,184)
=================================== =========== ===========
= === ===
Earnings(Loss) Per Common Share
(Notes 1 & 9):
Primary $ $
(0.06) (0.01)
Fully Diluted $ $
(0.05) (0.01)
</TABLE>
<PAGE>
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended February 28, 1999 and 1998
<TABLE>
<CAPTION>
Preferred Warrants
Stock Common Stock and
$.01 Par $.01 Par Addition
Total Value Value al Accumulat
Equity Paid-In ed
Shares $ Shares $ Capital (Deficit)
Amt Amt
<S> <C> <C> <C> <C> <C> <C> <C>
Stockholders' 2,167,321 10,00 $10 22,142,0 $221,4 $3,040,8 $
Equity 2/97 0 0 00 20 02 (953,001)
--------- ----- --- -------- ------ -------- ---------
- - ---
Changes FYE
2/98:
Payment of
Preferred (8,000) - - - - - (8,000)
Stock
Dividends
Net Income (290,184) - - - - - (290,184)
(Loss)
Stockholders' $1,869,13 10,00 $10 22,142,0 $221,4 $3,040,8 $(1,251,18
Equity 2/98 6 0 0 00 20 02 6)
--------- ----- --- -------- ------ -------- ----------
- - --- ---
Changes FYE
2/99:
Payment of
Preferred
Stock
Dividends (8,000) (8,000)
Net Income (1,324,46 (1,324,469
(Loss) 9) )
--------- ----------
- ---
Stockholders' $ 10,00 $10 22,142,0 $221,4 $3,040,8 $(2,583,65
Equity 2/99 536,667 0 0 00 20 02 5)
- -------------- --------- ----- --- -------- ------ -------- ----------
- ---- - - --- ---
</TABLE>
<PAGE>
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Feb 28, 1999 Feb 28, 1998
<S> <C> <C>
Operating Activities:
Income (Loss)from continuing operations $ $
(1,324,469) (290,184)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation and amortization 121,796 134,747
Deferred income taxes 514,409 (334,750)
Income (loss) of minority interests 8,389 161,669
Deferred gross profit - building lease 449,618 0
------------ ------------
(230,257) (328,518)
Changes in assets and liabilities: ------------ ------------
Accounts receivable - trade 112,445 (86,409)
Inventories 60,549 (110,142)
Prepaid expenses & other accounts receivable (12,909) 12,250
Lease deposit (40,000) 0
Accounts payable (99,189) 21,284
Accrued expenses 104,148 161,372
------------ ------------
125,044 (1,645)
------------ ------------
Net cash provided by (used in) operating (105,213) (330,163)
activities
Investing activities
Short term investments 549,937 4,451
Capital expenditures (49,679) (234,908)
Other Assets (11,289) (3,515)
Sale of property 1,140,052 0
------------ ------------
Net cash provided by (used in)
investing activities 1,629,021 (233,972)
Financing activities:
Proceeds term loan 0 300,000
Repayment of term loan (51,100) (8,394)
Proceeds line of credit 120,000 360,000
Repayment line of credit (40,628)
Repayment of mortgage (871,326) (17,240)
Preferred stock dividend (8,000) (8,000)
Cash collateral deposit (150,000) 0
------------ ------------
Net cash provided by (used in) financing 626,366
activities (1,001,054)
------------ ------------
Net increase (decrease) in cash & equivalents 522,754 62,231
Cash & cash equivalents, beginning of period 160,567 98,336
------------ ------------
Cash & cash equivalents, end of year $ 683,321 $ 160,567
============ ============
==
Supplemental disclosures:
Cash Payments for:
Interest 131,302 112,712
Income taxes (3,419) 25,553
</TABLE>
<PAGE>
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization And Summary Of Significant Accounting
Policies
- -----------------------------------------------------------------
- ----------------------------
A. Repro-Med Systems, Inc. (the "Company") was incorporated on
March 24, 1980. The Company was organized to engage in the
research, development, laboratory and clinical testing,
production, and marketing of medical devices used in the
treatment of the human condition.
These consolidated financial statements include the accounts of
Repro-Med Systems, Inc. and Gamogen, Inc. (the majority-owned
subsidiary of Repro-Med). All intercompany balances and
transactions have been eliminated in consolidation.
B. Revenue is recognized when the Company's products are
shipped.
C. Costs incurred in obtaining patents have been capitalized and
are being amortized over seventeen years. Costs of goodwill have
been capitalized and are being amortized over thirty-five years.
D. Property and equipment is stated at cost. Property is being
depreciated over forty years and equipment is being depreciated
over five to twelve years utilizing both the straight-line and
accelerated methods of depreciation.
E. Inventory is valued at the lower of cost (first-in, first-out
method), or market.
F. The Consolidated Financial are presented in accordance with
SFAS No. 128 "Earnings per share". Basic earnings per share are
computed using the weighted average number of common shares
outstanding during the period. Diluted earnings per share
incorporate the shares issuable upon the assumed exercise of
warrants and options.
G. On March 1, 1995, the Board of Directors approved two
incentive stock option programs for the benefit of key employees,
directors, and officers of the Company. The two plans, termed the
1995 Stock Option Plan and the 1995 Stock Option Plan For Non-
employee Directors (the "Option Plans"), provide options to
purchase 5,000,000 and 500,000 shares, respectively, of Repro-Med
common stock. The Company has filed a Registration Statement with
the Securities and Exchange Commission for the Option Plans. The
Option Plans expire March 1, 2005. Options granted under the 1995
Stock Option Plan to full time employees of the Company are
intended as "incentive stock options" within the meaning of
Section 422A of the Internal Revenue Code. On March 1, 1995, the
Board of Directors voted to grant options for 3,800,000 shares
under the Option Plans. On August 28, 1998 the option price was
reduced from $.15 to $.06 per share. The option price of $.06 per
share is not less than the fair market value of the common stock
on the date the price was reduced. The option price of $.066
cents per share is not less than 110% of the fair market value of
the common stock on the date the price was reduced. As of May 15,
1999 no options granted under the Option Plans have been
exercised.
H. On February 28, 1999 the Company changed the valuation
allowance for deferred income taxes to $514,409 from $0. The
valuation allowance has been calculated at the maximum amount
which had reduced the value of the Company's deferred income
taxes asset balance to zero.
<PAGE>
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization And Summary Of Significant Accounting
Policies (continued)
- -----------------------------------------------------------------
- ---------------------
I. Cash and cash equivalents are comprised of certain highly
liquid investments with maturities of three months or less.
J. Short term investments are investments with maturities
greater than three months and less than one year. Investments
are recorded at lower of cost or market.
K. Use of estimates- the Consolidated Financial Statements are
prepared in conformity with generally accepted accounting
principles and, accordingly include amounts that are based on
management's best estimates and judgments. The actual results
could differ from those estimates.
L. Reclassification - certain reclassifications have been made
to prior year amounts to conform with current year presentation.
Note 2 - Inventory
- --------------------
<TABLE>
<CAPTION>
Inventory Consists Of: February 1999 February 1998
- -------------------------- ----------------- -----------------
- ----- --- ---
<S> <C> <C>
Raw Materials $364,908 $ 330,372
Work In Process 113,552 150,027
Finished Goods 224,895 272,442
Reserve for Obsolete (129,795) (118,732)
Inventory
----------- --------------
Inventory $ 573,560 $ 634,109
Note 3 - Property And Other Assets
- -----------------------------------
This category consists
of:
Property and Equipment: February 1999 February 1998
Building & Building $0 $ 930,780
Improvements
Furniture and Equipment 1,104,414
1,166,080
Less: Accumulated (643,420) (602,603)
Depreciation
--------------- ---------------
Net Property & Equipment $ 522,660 $ 1,432,591
Other Assets:
Patent Costs $ 197,088 $ 197,088
Deferred Charges 19,800 28,800
Goodwill 14,137 14,137
NuMedTec 6,100 0
Less: Accumulated (168,641) (170,895)
Amortization
--------------- ---------------
Net Other Assets $ 68,484 $ 69,130
</TABLE>
<PAGE>
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Other Current Liabilities
- ------------------------------------
<TABLE>
<CAPTION>
Other Current Liabilities February 1999 February 1998
consist of:
<S> <C> <C>
Taxes Payable $ (6,391) $ 3,939
Rent Received In Advance 0 7,175
Customer Deposit 246,610 93,030
Accrued Expenses 82,117 114,044
Deferred Gross Profit-Building 22,482 0
Lease
------------ ------------
Other Current Liabilities $ 344,818 $ 218,188
Note 5 - Long-term Debt
- -----------------------
February 1999 February 1998
Mortgage payable to bank,
interest at 8.46% through
April 2006. The mortgage $ 0 $871,326
matures April 30, 2006.
Note payable to bank,
interest at 8.43%. The loan 240,506
matures November 1, 2002. 291,606
-------- ----------
Total long-term debt 240,506 1,162,932
Less current maturities 55,580 85,327
-------- ----------
Total long-term debt less $184,926 $1,077,605
current maturities
</TABLE>
The company also has a $500,000 line of credit, subject to meeting
certain accounts receivable and inventory balances. At February 28, 1999
$439,372 was used by the Company and $6,316 was available. The line of
credit is renewed annually with interest payable monthly at the prime rate
less .25% or 7.5% at February 28, 1999. The line of credit utilized as of
February 28, 1998 was $360,000. The bank is currently holding $150,000
as collateral against the line of credit and term loan. This amount is
categorized as deposits.
Fiscal year maturities of long-term debt at February 28, 1999 are
as follows:
<TABLE>
<CAPTION>
Term Loan
<S> <C>
2000 55,580
2001 60,450
2002 65,746
2003 58,730
thereafter 0
------------
$ 240,506
============
</TABLE>
<PAGE>
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Capitalization And Certain Capital Transactions
- -----------------------------------------------------------------
- ----------
On February 2, 1993, the Company issued and sold 10,000 shares of
$.01 par value Convertible Cumulative Preferred Stock at a price
of $10.00 per share. Dividends are payable semi-annually at an
annual rate of $8,000 or 8% of the original sale price of
$100,000. As of February 28, 1999 the Convertible Cumulative
Preferred Stock can be converted to 312,500 shares of common
stock at the conversion price of 32 cents per share.
On October 31, 1995, the Company purchased in a private offering
275,000 shares of common shares at a price of $0.08 per share or
a total of $22,000. On September 10, 1996, the Company purchased
in a private offering 2,000,000 shares of common shares at a
price of $0.06 per share or a total of $120,000. The 2,275,000
shares redeemed were previously restricted in part as to their
sale under "Rule 144" of the Securities and Exchange Act. The
2,000,000 shares redeemed are subject to a ten year voting
agreement dated June 30, 1992 under which Mr. Andrew I. Sealfon,
President and Chairman of Repro-Med has the exclusive right to
vote all the shares covered under the voting agreement. The
2,000,000 shares redeemed on September 10, 1996 while held by the
Company will be voted exclusively by Mr. Sealfon until June 30,
2002 as required by the voting trust. Treasury Stock shares may
be sold at a future time or held by the Company for corporate
use.
Note 7 - Major Customer
- ---------------------------------
The Company currently sells substantially all of its impotence
treatment products to OEM customers. In 1999 the Company sold
99.5% of its impotency treatment products to three customers:
Mission-Pharmacal, Osbon Medical Systems a division of Imagyn
Medical, Inc. and Timm Medical Technologies, Inc. In November
1998 Timm Medical Technologies, Inc. purchased the Osbon business
from Imagyn. This meant, in effect, that the Company had two
primary customers for its impotency treatment products at any
point in time during 1999. Sales of $273,790 were recorded in
1999 for Mission-Pharmacal with another $246,610 recorded as
deposits for production in various stages of raw material and
work-in-progress. These deposits will be recorded as sales in
fiscal 2000 when the units are completed. The Osbon division of
Imagyn Medical, Inc. purchased $113,072 in 1999. Timm Medical
Technologies, Inc. purchased $146,816. In 1998, sales to Osbon
totaled $459,667.
Note 8 - Related Party Transactions
- -----------------------------------------------
During the years ended February 28, 1999 and February 28, 1998,
the Company paid to an affiliate $27,038, and $33,038
respectively for use of tooling equipment. These amounts have
been eliminated upon consolidation.
Repro-Med leases office space to its subsidiaries totaling
$12,528 as of February 28, 1999 and 1998. Repro-Med also
allocated overhead expenses to its subsidiaries totaling
$156,616, and $387,585 February 28, 1999 and February 28, 1998
respectively.
The Company leased an aircraft from an officer of the company for
$19,000 and $11,000 at February 28, 1999 and February 28, 1998.
The Company leased office space from an officer of the Company
for $6,000 at February 28, 1998 and February 28, 1997.
The Company entered into a joint venture with its affiliate, Gamogen, for the
Restore product in October 1998. The joint venture is to develop and market a
new vacuum, impotence treatment device named Restore. The Restore kit product
consists of a manual vacuum erection pump and cylinder, constricting rings of
varying tensions, instruction video, and lubricant. The constricting rings
are also sold separately under the Prolong name as replacements and as an
erection sustaining product. Gamogen has contributed a total of $175,000 in
cash: $100,000 in the third quarter and $75,000 in the quarter ending
Feburary 28, 1999, for which Gamogen will receive 5% of the gross revenues
of the Restore product shipped. For fiscal 1999, Restore sales were $2,674.
Repro-Med Systems, Inc. which has contributed $300,000 to development,
marketing, distribution and production of the Restore product, has agreed
to contribute additional funds for inventory, marketing, and further
development costs in excess of the Company's $175,000 contribution but may
terminate the joint venture at its discretion.
In 1999 an affiliate, Gamogen, loaned the Company $176,889. The intercompany
loan was outstanding at fiscal year end and will be offset over the next 12
months through intercompany expenses paid by the Company which are reimbursed
by Gamogen. Under terms of an agreement with Gamogen, at the end of each
quarter, the Company will pay interest on the balance outstanding for the
quarter. These interest payments will continue until the balance is paid.
Note 9-Earnings Per Share
- ------------------------------------
Primary earnings and losses per share are computed by dividing
net earnings or losses by the weighted average number of shares
of Common Stock and Common Stock Equivalents outstanding
<PAGE>
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
during the period (including 2,275,000 shares held as treasury
stock). Fully diluted earnings and losses per share are computed
by dividing net earnings or losses by the weighted average number
of shares of Common Stock and Common Stock Equivalents
outstanding during the period period (including 2,275,000 shares
held as treasury stock) as if excercisable options were converted
into common stock at the beginning of the period.
<TABLE>
<CAPTION>
Earnings (Loss) Per Common February 28, February 28,
Share 1999 1998
- -------------------------- ------------- ------------
- ------ --- ---
<S> <C> <C>
Primary Earnings (Loss) $ (0.06) $ (0.01)
Per Share
Number of Shares - Primary 22,142,000 22,142,000
Fully Diluted Earnings Per $ (0.052) $ (0.01)
Share
Number of Shares - Fully 25,303,597 25,967,158
Diluted
</TABLE>
Note 10 - Income Taxes
- ---------------------------------
Effective February 28, 1994 the company adopted statement Number
109 of the Financial Accounting Standards, Accounting for Income
Taxes ("FAS 109"). Under the provisions of FAS 109, an entity
recognizes deferred tax assets and liabilities for future tax
consequences of events that have been previously recognized in
the Company's financial statements or tax returns. The
measurement of deferred tax assets and liabilities is based on
provisions of the enacted tax law; the effects of future changes
in tax laws or rates are not anticipated. As of February 28, 1999
Repro-Med has a net operating loss carry forward ("NOL") of
approximately $1,706,680 available to offset its future income
tax liabilities. The NOL will begin to expire in the year 2002
and has been used to offset deferred taxes for financial
purposes.
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
February 28, February 28,1998
1999
------------- ------------
<S> <C> <C>
Current Taxes $ (20,067) $ 27,435
Deferred Taxes 0 (334,750)
Less Valuation Allowance 514,409 0
------------- ------------
Provision for Income Taxes $ 494,342 $(307,315)
</TABLE>
Note 11 - Sale - Leaseback Transaction -- Operating Lease
- ----------------------------------------------------------
On February 25, 1999 the Company entered into a sale-leaseback
arrangement. Under the arrangement, the Company sold its land
and building at 24 Carpenter Avenue, in Chester, New York and
leased it back for a period of 20 years. The leaseback has been
accounted for as an operating lease. The gain of $449,617
realized in this transaction has been deferred and will be
amortized to income in proportion to rental expense over the term
of the lease. At February 28, 1999 future minimum rental payments required are
as follows:
Year Minimum Rental Payments
2000 $120,000
2001 120,000
2002 120,000
2003 120,000
2004 120,000
thereafter 1,925,000
-----------
$2,525,000
<PAGE>
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
- -----------------------------------------------------------------
- ----------------------------
None
PART III
--------------
Item 9. Directors and Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act
- -----------------------------------------------------------------
- ----------------------------
The following table sets forth certain information with respect
to the Executive Officers and Directors:
<TABLE>
<CAPTION>
Name Age Positions (Held since) Address
---------- ---- ------------------------ -----------
- -----
<S> <C> <C> <C>
Andrew I. 53 President (3/80), 23 Allison Drive
Sealfon(1) Treasurer (5/83), Monroe, NY 10950
Chairman (7/94),Director
(3/80),
Chief Executive Officer
(3/86)
Norman E. 46 Chief Financial Officer 299 Pine Hill Road
Rathfelder(2) (6/99) Chester, NY 10918
Secretary (6/99)
Manager - Finance &
Operations
(6/99)
Manager - Finance (3/97)
Dr. Paul Mark 49 Director (5/91) 92 Irwin Ave
Baker Middletown, NY
10940
Robert W. Burns, 51 Resigned (3/99) 36 Tamarack Ave
Jr.
Director (2/95) Danbury, CT 06811
John Carlson 59 Director (2/87) 113 Brookhaven Ct
Palm Beach
Gardens, FL
33418
Remo Spagnoli 70 Director (8/93) 27 Slone Road
Newburgh, NY 12550
Jesse A. Garringer 48 Terminated (1/99) 11 Orchard Hill
Vista
Executive VP (9/92) Florida, NY 10921
Secretary (8/93)
Director (7/94)
Chief Financial Officer
(1/95-11/98)
</TABLE>
(1)Mr. Sealfon may be deemed to be a "parent" and "promoter", as
those terms are defined under the Securities Act of 1933, as
amended, (the "Act") .
(2)Mr. Rathfelder became acting Chief Financial Officer and
Secretary of the Company in November 1998 and was elected to the
positions in June 1999.
All directors hold office until the next annual meeting of
shareholders of the Company or until their successors are elected
and qualified. Executive Officers hold office for one year and
until their successors have been elected and qualified.
<PAGE>
Andrew I. Sealfon has served as President and a Director of
the Company since March 1980, as Treasurer since May 1983, and
effective July 1994 as Chairman of the Board of Directors. Mr.
Sealfon is an electrical engineer and inventor and has been
granted numerous United States patents in several different
areas. From 1971 to June 1981, Mr. Sealfon served as a Vice
President of Ceco Systems, Inc., Glen Cove, New York. Prior
thereto he was employed as a member of the research staff of
Riverside Research Institute from 1969 to 1971
and as a member of the technical staff of ITT Federal
Laboratories, Avionics Division from 1967 to 1969. Mr. Sealfon is
a graduate of Lafayette College.
Norman Rathfelder was appointed acting Chief Financial
Officer and was elected Chief Financial Officer in June of 1999,
after serving as the Manager of Finance and Manager of Finance &
Operations for the previous 2 years. He is a Certified Public
Accountant and has an MBA-Finance from the University of Dayton
in Dayton, Ohio. He has received the CPIM (Certified in
Production & Inventory Control) designation from the American
Production and Inventory Control Society(APICS). Mr. Rathfelder
is a Certified Quality Auditor (CQA) as designated by the
American Society for Quality (ASQ). Mr. Rathfelder was
Controller and Human Resource Director from June, 1995 to April,
1997 for Spence Engineering, Inc., a subsidiary of Watts
Regulator, Inc., a New York Stock Exchange company, which designs
and manufactures process control valves and regulator systems.
From January, 1994 to June, 1995 Mr. Rathfelder was a Senior
Implementation & Training Consultant for Datalogix International,
a software development company owned by Oracle, Inc. a Fortune
500 company. Responsibilities included software implementation
and support; customer training and product development of
Enterprise Resource Planning (ERP) systems. Mr. Rathfelder's
domestic and international clients included Allied Signal-
Belgium, Revlon, PPG and New Zealand Dairy. These assignments
complimented his previous 9 years manufacturing and distribution
experience, including Chief Financial Officer and general
management responsibilities for privately held companies in the
aseptic food and dairy industry.
Dr. Paul Mark Baker was appointed to the Board of Directors
of Repro-Med on May 11, 1991. Dr. Baker assisted the Company in
the development of the Res-Q-Vac Suction System. In addition, Dr.
Baker has published results of use of the Res-Q-Vac in a letter
to the Lancet, a medical journal. Dr. Baker was awarded his
medical degree from Cornell University Medical College in 1975,
is a practicing pediatrician in Middletown, NY and is attending
at Department of Pediatrics Horton Memorial Hospital and
attending at New York Hospital-Cornell Medical Center in New York
City.
Mr. Burns resigned as a Director effective March 30, 1999.
John F. Carlson and was appointed to the Board of Directors
of Repro-Med in July 1987. Mr. Carlson is President and Chief
Operating Officer of ViCar Products, Inc, a health and personal
care products company. From July 1996 through 1997, John F.
Carlson served as Executive Vice President, Chief Financial Officer,
Treasurer and a director of Ocurest Laboratories, Inc. Mr.
Carlson has held management positions in the automotive
accessories industries as President and Chief Executive Officer
of Allied Plastics, Inc. ("Allied") from November 1992 to January
1995 and from June 1995 until joining Ocurest as General Manager
of InterScept Products Corporation. In April, 1995, Allied Holdings, Inc.
owner of Allied Plastics, Inc. filed a petition seeking protection under
Chapter 11 of the Bankruptcy Act.
Remo Spagnoli was appointed to the Board of Directors of
Repro-Med in April 1993. Mr. Spagnoli is a principal founder of
CRS, Inc., Newburgh, NY, a manufacturer of proprietary inventory
control and point of sale software and distributor of computer
equipment. Mr. Spagnoli previously served as President and
Chairman of CRS, Inc. until his retirement in <PAGE>
1993. Mr. Spagnoli presently consults for CRS, Inc.
Jesse A. Garringer's employment with the Company was
terminated on January 15, 1999. (See Item 13., Exhibit 10i,
Termination Agreement, Page 34). On January 15, 1999 a Sales
Representative's Agreement was entered into between Mr. Garringer
and the Company's affiliate, Repro-Med Systems, Inc. (See Item
13. Exhibit 10h, Sales Representative Agreement, Page 34). On
March 19, 1999 the Sales Representative Agreement was terminated
by the Company
for failure and inability to perform.
Item 10. Executive Compensation
- ----------------------------------------------
Andrew I. Sealfon, President of the Company, received $146,144 in
salary from Repro-Med (including amounts attributable to services
to the Company and Gyneco) during the fiscal year ended February
28, 1999. This is a reduction from the $171,379 paid in the
previous fiscal year. On June 29, 1998, Mr. Sealfon reduced his
salary 25% to help the Company cut expenses as it worked on
developing new sources of revenue. The salary reduction is
currently still in effect. Under an agreement between the
Company and Repro-Med for reimbursement of operating expenses and
payroll costs, 10% of Mr. Sealfon's salary is allocated to the
Company. Mr. Sealfon has been granted incentive stock options in
Repro-Med under its 1995 Stock Option Plan.
Officers of the Company are reimbursed for travel and other
expenses incurred on behalf of the Company. The Company does not
have a pension or profit sharing plan.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Secur-
ities
Restr- Under-
icted lying LTIP
All Other
Stock Options Pay-
Compensa-
Awards /SAR's outs tion
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Name & Year Salary (1)Bo (2)Ot
Principal nus her
Position Annua
l
Compe
nsati
on
Andrew I. 1999 146,14 0 11,89 0 0 0 0
Sealfon, 1998 4 0 513,1 0 0 0
President 1997 171,37 5,800 60 0 0 0 0
9 13,47 0
164,21 2
9
Jesse A. 1999 110,46 0 5,336
Garringer, 1998 2 0 5,822 0 0 0 0
Executive Vice 1997 143,33 4,350 4,016 0
President 7 0 0 0 0
138,10 0
8 0 0
</TABLE>
(1)Mr. Sealfon's and Mr. Garringer's fiscal 1998 incentive
bonuses were rescinded to the
Company on December 18, 1998, the amounts were $10,400 and
$7,800 respectively.
<PAGE>
(2)Includes employee car allowances and $6,000 for unreimbursed
cost of lab facilities
maintained by Mr. Sealfon.
Under an agreement between Repro-Med and Gamogen, executive
salaries and all other payroll costs are allocated between Repro-
Med, Gamogen, and Gamogen's subsidiary, Gyneco. The total
percentages allocated for the fiscal year ended February 1999
were as follows: Gamogen 1.9%, Gyneco 6.2%, and Repro-Med 91.9%.
Table of Option Grants in the Fiscal Year Ended February 1999:
<TABLE>
<CAPTION>
Price No. Shares &
Name Main Position Per Earliest
Share Date of Exercise
- ------------- ------------------- ------- ------------------
-- ----
<S> <C> <C> <C>
Sealfon, A. President na 0
</TABLE>
Table of Aggregated Option Exercises in the Fiscal Year Ended
February 1999 and
Option Values at Fiscal Year-end February 1999:
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-
Options at Money
Fiscal Year- Options at
Shares end Fiscal Year-
Name of Acquired Value Exercisable/ end (1)
Individual on Realized Unexercisabl Exercisable
Exercise e /
Unexercisab
le
- ----------------- ---------- ----------- ------------ -----------
- ----- --- -- ---- ---
<S> <C> <C> <C> <C>
Andrew I. Sealfon $ 0
na
Exercisable $0
1,500,000
Unexercisable $0
0
</TABLE>
(1) Calculated using the high bid price in the last quarter of
the year ended February 1999 of $0.045 (see Item 5.)
Item 11. Security Ownership of Certain Beneficial Owners and
Management
- -----------------------------------------------------------------
- ----------------------------
The following table sets forth, as of February 1999 the number of
shares of Common Stock of the Company beneficially owned by each
person owning more than 5% of the outstanding shares of the
Company, by each officer and director, and by all officers and
directors as a group:
<PAGE>
<TABLE>
<CAPTION>
Number Percent
Name and Address of Principal Shareholders of of Notes:
and Identity of Group Shares Class
Owned
- -------------------------------------------- --------- ------- -------
- ------------ --- -- --
<S> <C> <C> <C>
Andrew I. Sealfon* 10,538,75 42% 1,2,5
0
23 Allison Drive, Monroe, NY 10950
Dr. Paul Mark Baker 1,254,000 5% 5
92 Irwin Ave, Middletown, NY 10940
Norman E. Rathfelder 262,500 1% 5
299 Pine Hill Road, Chester, NY 10918
Robert W. Burns, Jr. 125,000 1% 5
36 Tamarack Ave, Danbury CT 06811
John Carlson 80,000 0 5
3 Alston Road, Palm Beach Gardens, FL, 33418
Remo Spagnoli 1,120,333 4% 3,4,5
27 Slone Road, Newburgh, NY 12550
All Directors and Officers as a Group (6 13,380,58 53% 1,2,3,4
Persons) 3 ,5
</TABLE>
*Andrew I. Sealfon may be deemed a "parent" and a "promoter" of
the Company as those terms are defined under the Securities Act
of 1933, as amended.
(1) Does not include 690,000 shares of the Company's common
stock owned by members of Mr. Sealfon's family, as to which Mr.
Sealfon disclaims beneficial ownership.
(2) Under the terms of a voting agreement dated June 30, 1992,
Messrs. Sealfon and Zorgniotti agreed to vote their shares
jointly when voting as stockholders. This agreement which is in
effect for 10 years, survives Dr. Zorgniotti's death and
currently effects the 3,571,500 shares previously owned by the
Estate of A. Zorgniotti (2,000,000 shares of which were purchased
by Repro-Med in 1996 and held as treasury stock and 1,571,500 of
which were purchased in a private placement in January 1997 by a
number of individual investors including an officer and three
directors of Repro-Med) and 400,000 shares owned by the estate
of J. Zorgniotti (which were purchased in a private placement in
May 1998 by a number of individual investors including an officer
and three directors of Repro-Med). The above calculations give
effect to such 3,971,500 voting agreement shares with Mr. Sealfon
being treated as the owner of shares voted by him.
(3) Includes 477,000 shares of the Company's Common Stock owned
by six family members of Mr. Spagnoli.
(4) Mr. Spagnoli directly owns 10,000 shares of Repro-Med
Convertible 8% Preferred Stock. In
fiscal 1998 Mr. Spagnoli received $8,000 in cash dividends from
his preferred stock. As of February 1998 Mr. Spagnoli's preferred
stock can be redeemed for 312,500 shares of Repro-Med common
stock at $0.32 per share. The above calculations give effect to
these 312,500 common shares.
<PAGE>
(5) On March 1, 1995, the Board of Directors approved two
incentive stock option programs for
the benefit of key employees, directors, and officers of the
Company. The two plans, termed the 1995 Stock Option Plan and the
1995 Stock Option Plan For Non-employee Directors (the "Option
Plans"), provide options to purchase 5,000,000 and 500,000
shares, respectively, of Repro-Med common stock. The Company has
filed a Registration Statement with the Securities and Exchange
Commission for the Option Plans. The Option Plans expire March 1,
2005. Options granted under the 1995 Stock Option Plan to full
time employees of the Company are intended as "incentive stock
options" within the meaning of Section 422A of the Internal
Revenue Code. On March 1, 1995, the Board of Directors granted
options for 3,800,000 shares. On August 28, 1998 the option price
was reduced from $.15 to $.06 per share. The option price of $.06
per share is not less than the fair market value of the common
stock on the date the price was reduced. The option price of
$.066 cents per share is not less than 110% of the fair market
value of the common stock on the date the price was reduced. As
of May 15, 1999 no options granted under the Option Plans have
been exercised.
<TABLE>
<CAPTION>
Price No. Shares &
Name Main Position Per Earliest
Share Date of Exercise
- ------------------- ------- ---------------
-- ----
Granted under the 1995 Stock Option
Plan:
<S> <C> <C> <C>
Sealfon, A. President 1,500,000, 3/1/95
$0.066
Baker, M. Clinical Consultant $0.06 300,000,
3/1/95
Rathfelder, Chief Financial $0.06 200,000,
N. Officer 1/1/99
Howarth, M. Vice President - $0.06 50,000,
Sales 3/1/95
150,000,
1/1/99
Sorbello, S. Manager - $0.06 200,000,
Regulatory Affairs 1/1/99
Lyons, S. Manager, Purchasing $0.06 50,000,
3/1/95
Granted under the 1995 Stock Option Plan for Non-
employee Directors:
<S> <C> <C> <C>
Burns, Jr., Director (Resigned $0.06 20,000,
R. 3/99) 3/1/96
20,000,
3/1/97
20,000,
3/1/98
20,000,
3/1/99
20,000,
3/1/00
Carlson, J. Director $0.06 20,000,
3/1/96
20,000,
3/1/97
20,000,
3/1/98
20,000,
3/1/99
20,000,
3/1/00
Spagnoli, R. Director $0.06 20,000,
3/1/96
20,000,
3/1/97
20,000,
3/1/98
20,000,
3/1/99
20,000,
3/1/00
</TABLE>
The above calculations give effect to purchase of shares
exercisable within 60 days of
February 1999 under the terms of the Option Plans on these issued
options by each officer and director, and by all officers and
directors as a group.
<PAGE>
Item 12. Certain Relationships and Related Transactions
- -----------------------------------------------------------------
- ---------
In April, 1986, Gamogen issued 699,200 shares of Common
Stock to Repro-Med for $41,779.
Included in sales for the years ended February 1999 and 1998
were $27,308, $33,038, respectively, received from an affiliate
for use of tooling equipment.
The company rents space from Repro-Med Systems, Inc. and
reimburses Repro-Med for allocated overhead expenses. Rent
totaled $12,528 as of February 28, 1999 and 1998, respectively.
The reimbursed expenses totaled $ 156,616 and $ 387,585 as of
February 28, 1999 and 1998, respectively.
To economize the Company's production, Repro-Med has
designed some of its needed components around parts which were
used in its Gyneco operations. Commencing in fiscal 1993, Repro-
Med compensated Gyneco for the use of certain tooling, and parts
of its proprietary design patent for those items using such parts
on the following basis: on Repro-Med OEM sales, Gyneco is
compensated with a 3% royalty on those OEM sales employing parts
relating to Gyneco tooling used to create such parts, on Repro-
Med sales based on the Res-Q-Vac items employing such tooling is
compensated on the basis of a 4% royalty to Gyneco. Payments to
Gyneco from Repro-Med under this arrangement totaled $27,308 in
the fiscal year ended February 1999 and $33,038 in the prior
fiscal year. The reason for the decline in payments under this
agreement, in the current fiscal year, is the decline in sales of
OEM products to Osbon.
To economize corporate travel, the Company, since 1982, has
maintained and operated a corporate aircraft. The aircraft is
leased from AMI Aviation. Mr. Andrew Sealfon is a majority
shareholder in AMI Aviation. Total lease expense paid in 1999 for
this aircraft was $19,000 versus $11,000 paid in 1998. This lease
is believed by the Company to be on terms to those that could be
obtained from unaffiliated third parties.
Andrew Sealfon, Dr. Adrian Zorgniotti and Dr. Paul Mark Baker
each acquired 375,000 shares (a combined total of 1,125,000
shares) at $.04 per share pursuant to the Company's private
placement in May, 1991 which raised the needed capital to proceed
with the OEM manufacturing effort.
The foregoing transactions are believed by the Company to be on
terms comparable to those that could have been obtained from
unaffiliated third parties.
Messrs. Sealfon and Zorgniotti entered into a ten year voting
agreement dated June 30, 1992 pursuant to which they agreed on
their behalf and on behalf of their successors in interest to
vote all the shares of the Company over which they then had
voting control when voting for the election of directors (or as
directors when filling vacancies in the board) for persons
designated jointly by them with one half or a majority (if there
are an odd number of directors) of the designees to be named by
Mr. Sealfon and the remainder by Dr. Zorgniotti. The voting
agreement further provides for either of them to designate all
directors or to determine how all of the shares shall be voted on
other matters requiring the approval of stockholders, in the
event of the death of the other. Dr. Zorgniotti died July 7,
1994, therefore Mr. Sealfon has the exclusive right to vote all
the shares covered under the voting agreement.
<PAGE>
Part IV
--------
Item 13. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
- ------- -------------------------------------------------------
- ---------
(a) Exhibits
(3) Articles of Incorporation and By-Laws
3(a) - Articles of Incorporation(1)
3(b) - By-Laws(2)
(10) Material Contracts:
10(c) - Voting Agreement for Repro-Med Systems,
Inc. Common Stock between Andrew I.
Sealfon and Dr. Adrian Zorgniotto(3)
10(d) - Assignment Agreement Among Zonagen,
Inc., Gamogen, Inc. and Dr. Adrian
Zorgniotti dated April 13, 1994(4)
10(e) - 1995 Stock Option Plan(5)
10(f) - 1995 Stock Option Plan for Non-employee
Directors(5)
10(g) - Mortgage and Security Agreement and
Promissory Note for $900,000
with Key Bank of New York, dated April 30,
1996(6)
10(h) - Sales Representative Agreement, dated January
15, 1999(7)
10(i) - Termination Agreement, January 15, 1999(7)
10(j) - Joint Venture Agreement with Repro-Med
Systems,Inc., dated October 28, 1998(7)
10(k) - Lease with West 125th Street Associates,LLC
dated February 25, 1999
10(l) - Cash Collateral Agreement - Key Bank, dated
February 25, 1999
10(m) - Agreement of Asset Sale and Royalties -
NuMedTec, Inc., dated March 1, 1999
(21) Subsidiary of Registrant:
21(a) - Gyneco, Inc., a New York Corporation
wholly owned subsidiary of Gamogen, Inc.
21(b) - Gamogen, Inc., a New York Corporation
(58.3% owned)
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed by the Registrant
during the last quarter of the period covered by this report.
(1) Incorporated by reference from the Registration and Offering
Statement of Repro-Med Systems, Inc., dated November 12, 1982.
(2) Incorporated by reference from the Form 10-KSB Report of
Repro-Med Systems, Inc., dated 2/28/87.
(3) Incorporated by reference from Form 10-KSB Report of Repro-
Med Systems, Inc., dated February 29, 1993.
(4) Incorporated by reference from Form 10-KSB Report of Repro-
Med Systems, Inc., dated February 28, 1994.
(5) Incorporated by reference from Form 10-KSB Report of Repro-
Med Systems, Inc., dated February 28, 1995.
(6) Incorporated by reference from Form 10-KSB Report of Repro-
Med Systems, Inc., dated February 28, 1996.
(7) Incorporated by reference from Form 10-QSB Report of Repro-
Med Systems, Inc., dated November 30, 1998.
Exhibit 10-(k) - Lease with West 125th Street Associates, LLC
Dated: As of February 25, 1999
LEASE AGREEMENT
THIS LEASE, dated as of the 25th day of February, 1999,
between WEST 125TH STREET ASSOCIATES, LLC, a New York limited
liability company, with an address at c/o Marino, Chambers & Lou,
P.C., One Barker Avenue, White Plains, NY 10601-1517, Attention:
Milton A. Chambers, Esq. (hereinafter referred to as the
"Landlord") and REPRO-MED SYSTEMS, INC., a New York corporation
with an address at 24 Carpenter Road, Chester, NY 10918
(hereinafter referred to as the "Tenant").
That the Landlord hereby demises and leases unto the Tenant,
and the Tenant hereby hires and takes from the Landlord for the
term and upon the rentals hereinafter specified, the premises
described as follows, situated in the Village and Town of
Chester, County of Orange, and State of New York as Section 110,
Block 3, Lot 1, a complete description of which is annexed hereto
as Exhibit A deleting therefrom only the portion of the premises
leased to Key Bank of New York by means of a lease agreement
between Repro-Med Systems, Inc., as Landlord and Key Bank of New
York as Tenant dated April 30, 1996.
Landlord demises and leases unto the Tenant only that
portion of the premises outlined on Exhibit B annexed hereto
which is intended to exclude only that portion of the Premises
leased to Key Bank of New York. The demised premises consists of
approximately 25,000 square feet, as well as the storage shed
located to the rear of the building. Said premises is hereinafter
referred to as the "Demised Premises."
1. Term. The term of this demise shall be for twenty (20)
years beginning March 1, 1999 and ending February 28, 2019.
2. Rent. The rent shall be due and payable on the first day
of the month, commencing on March 1, 1999. Tenant shall pay rent
as follows:
(a) Lease years one (1) through ten (10): Monthly payments
in the amount of $10,000.00 ($120,000.00 annual rent);
(b) Lease years eleven (11) through twenty (20): Monthly
payments in the amount of $11,042.00 ($132,500.00 annual rent).
3. Payment of Rent. The said rent is to be payable monthly
in advance on the first day of each calendar month in the amounts
set forth above.
A three (3%) percent late charge shall be added to any
payment received after the 12th day of the month.
Rent shall be payable to Landlord at the office of the
Landlord or as may be otherwise directed by the Landlord in
writing.
4. Peaceful Possession. The Landlord covenants that the
Tenants, on paying the said rental and performing the covenants
and conditions in this Lease contained, shall and may peaceably
and quietly have, hold and enjoy the Demised Premises for the
term aforesaid.
5. Sub-lettinq and Assignment. The Tenant shall be permitted
to sub-let all or any part of the Demised Premises upon prior
written notice to the Landlord and upon the consent of the
Landlord which consent shall not be unreasonably withheld.
6. Condition of Demised Premises Repairs. The Tenant has
examined the Demised Premises, and accepts them in their present
condition (except as otherwise expressly provided herein) and
without any representations on the part of the Landlord or its
agents as to the present or future condition of the said
Premises. The Tenant shall keep the Demised Premises in good
condition, and shall redecorate, paint and renovate the said
Demised Premises as may be necessary to keep them in repair and
good appearance. The Tenant shall quit and surrender the Demised
Premises at the end of the demised term in as good condition as
the reasonable use thereof will permit. The Tenant shall not make
any alterations, additions or improvements to said Demised
Premises without the prior written consent of the Landlord which
consent shall not be unreasonably withheld. Subject to the prior
written consent of Landlord, and to the provisions of this
Article, Tenant at Tenant's expense, may make alterations,
installations, additions or improvements which are non-structural
and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the Demised Premises.
Tenant shall, at its expense, before making any alterations,
additions, installations or improvements obtain all permits,
approvals and certificates required by any governmental or
quasi-governmental bodies and (upon completion) certificates of
final approval thereof and shall deliver promptly duplicates of
all such permits, approvals and certificates to Landlord. Tenant
agrees to carry and will cause Tenant's contractors and sub
contractors to carry such workman's compensation, general
liability, personal and property damage insurance as Landlord may
require. If any mechanic's lien is filed against the Demised
Premises, or the building of which the same forms a part, for
work claimed to have been done for, or materials furnished to,
Tenant, whether or not done pursuant to this Article, the same
shall be discharged by Tenant within thirty (30) days thereafter,
at Tenant's expense, by filing the bond required by law or
otherwise. All erections, alterations, additions and
improvements, whether temporary or permanent in character, which
may be made upon the Demised Premises either by Landlord or the
Tenant, except furniture or movable trade fixtures installed at
the expense of the Tenant, shall be the property of the Landlord
and shall remain upon and be surrendered with the Demised
Premises as a part thereof at the termination of this Lease,
without compensation to the Tenant. The Tenant further agrees to
keep said Demised Premises and all parts thereof in a clean and
sanitary condition and free from trash, inflammable material and
other objectionable matter. Tenant further agrees to keep the
sidewalks in front of the ground floor portion of the Demised
Premises clean and free of obstruction, snow and ice. The Tenant
shall be responsible for general maintenance and repair of the
Demised Premises including mechanical systems, structure and roof
maintenance and parking lot and driveway repair and maintenance.
A preventive maintenance and repair program and schedule to be
performed by the Tenant is annexed hereto as Exhibit
7. Liability of Landlord. The Landlord shall not be
responsible for the loss of or damage to property, or injury to
persons, occurring in or about the Demised Premises, by reason of
any existing or future condition, defect, matter or thing in said
Demised Premises or the property of which the Demised Premises
are a part, or for the acts, omissions or negligence of other
persons or tenants in and about the said property. The Tenant
agrees to indemnify and hold the Landlord harmless from all
claims and liability for losses of or damage to property,
injuries to persons occurring in or about the Demised Premises,
except loss or injury caused by the Landlord. The Tenant agrees
to maintain liability insurance. The Tenant shall furnish to the
Landlord a certificate of insurance, naming the Landlord as an
additional insured under Tenant's policy. Proof of the existence
of this insurance shall be provided to the Landlord prior to the
commencement of the lease term.
8. Services and Utilities. The Tenant agrees to pay for all
utility services and charges incurred relative to the use and
occupancy of the Demised Premises. Tenant covenants and agrees
that at all times its use of electric current shall not exceed
the capacity of existing leaders to the building or the risers or
wiring installation and Tenant may not use any electrical
equipment which, in Landlord's opinion, reasonably exercised,
will overload such installations or interfere with the use
thereof by other tenants of the building. The change at any time
of the character of electric service shall in no wise make
Landlord liable or responsible to Tenant, for any loss, damage or
expenses which Tenant may sustain.
9. Riqht to Inspect and Exhibit. The Landlord, or its
agents, shall have the right to enter the Demised Premises at
reasonable business hours in the day or night to examine the
same, or to run telephone or other wires, or to make such
repairs, additions or alterations as it shall deem necessary for
the safety, preservation or restoration of the improvements, or
for the safety or convenience of the occupants or users thereof
(there being no obligation, however, on the part of the Landlord
to make any such repairs, additions or alterations), or to
exhibit the same to prospective purchasers and put upon the
Demised Premises a suitable "For Sale" sign. The twelve (12)
months prior to the expiration of the demised term, the LandIord,
or its agents, may similarly exhibit the Demised Premises to
prospective tenants, may place the usual "to let" signs thereon.
10. Damage by Fire, Explosion. The Elements or Otherwise. In
the event of the destruction of the Demised Premises or the
building containing the said Demised;Premises by fire, explosion,
the elements or otherwise during the term hereby created, or
previous thereto, or such partial destruction thereof as to
render the Demised Premises wholly untenantable or unfit for
occupancy, or should the Demised Premises be so badly injured
that the same cannot be repaired within sixty (60) days from the
happening of such injury, then and in such case the term hereby
created shall, at the option of the Landlord, cease and become
null and void from the date of such damage or destruction, and
the Tenant shall immediately surrender said Demised Premises and
all the Tenant's interest therein to the Landlord, and shall pay
rent only to the time of such surrender, in which event the
Landlord may re-enter and re-posses the Demised Premises thus
discharged from this Lease and may remove all parties therefrom.
Should the Demised Premises be rendered untenantable and unfit
for occupancy, but yet to be repairable within sixty (60) days
from the happening of said injury, the Landlord may enter and
repair the same with reasonable speed, and the rent shall not
accrue after said injury or while repairs are being made, but
shall recommence immediately after said repairs shall be
completed. But if the Demised Premises shall be so slightly
injured as not to be rendered untenable and unfit for occupancy,
then the Landlord agrees to repair the same with reasonable
promptness and in that case the rent accrued and accruing shall
not cease; or terminate. The Tenant shall immediately notify the
Landlord in case of fire or other damage to the Demised Premises.
11. Observation of Laws. Ordinances, Rules and Regulations.
The Tenant agrees to observe and comply with all laws, rules and
regulations of the Federal, State, County and Municipal
authorities applicable to the business to be conducted by the
Tenant in the Demised Premises. The Tenant agrees not to do or
permit anything to be done in said Demised Premises, or keep
anything therein which will obstruct or interfere with the rights
of other tenants, or conflict with the regulations of the Fire
Department or with any insurance policy upon said improvements or
any part thereof. Tenant agrees not to do or permit anything to
be done in said Demised Premises, or keep anything therein which
will increase the rate of fire insurance premiums on the
improvements or any part thereof. In the event of any increase in
insurance premiums resulting from the Tenant's occupancy of the
Demised Premises, or from any act or omission on the part of the
Tenant, the Tenant agrees to pay said increase in insurance
premiums on the improvements or contents thereof as additional
rent.
12. Subordination to Mortgaqes and Deeds of Trust. This
Lease is subject and is hereby subordinated to all present and
future mortgages, deeds of trust and other encumbrances affecting
the Demised Premises or the property of which said Demised
Premises are a part. The Tenant agrees to execute, at no expense
to the Landlord, any instrument which may be deemed necessary or
desirable by the Landlord to further effect the subordination of
this Lease to any such mortgage, deed of trust or encumbrance.
13. Violation of Covenants Forfeiture of Lease, Re-entry by
Landlord. In case of violation by the Tenant of any of the
covenants, agreements and conditions of this Lease, and upon
failure to discontinue such violation within twenty (20) days
after notice thereof given to the Tenant, this Lease shall
thenceforth, at the option of the Landlord, become null and void,
and the Landlord may repenter without further notice or demand.
The rent in such case shall become due, be apportioned and paid
on and up to the day of such re-entry, and the Tenant shall be
liable for all loss or damage resulting from such violation as
aforesaid. No waiver by the Landlord or any violation or breach
of condition by the Tenant shall constitute or be construed as a
waiver of any other violation or breach of condition, nor shall
lapse of time after breach of condition by the Tenant before the
Landlord shall exercise its option under this paragraph operate
to defeat the right of the Landlord to declare this Lease null
and void and to repenter upon the Demised Premises after the said
breach or violation.
14. Notices. All notices and demands, legal or otherwise,
incidental to this Lease, or the occupation of the Demised
Premises, shall be in writing. If the Landlord or its agent
desires to give or serve upon the Tenant any notice or demand, it
shall be sufficient to send a copy thereof by ordinary mail,
addressed to the Tenant at the Demised Premises, or to leave a
copy thereof with a person of suitable age found on the Demised
Premises, or to post a copy thereof upon the door to said Demised
Premises. Notices from the Tenant to the Landlord shall be sent
by ordinary mail or delivered to the Landlord at the place
hereinbefore designated for the payment of rent, or to such party
or place as the Landlord may from time to time designate in
writing with a copy to Landlord's attorneys, Narino, Chambers &
Lou, P.c., One Barker Avenue, White Plains, NY 10601-1517,
Attention: Milton A. Chambers, Esq.
15. Holding Over by Tenant. In the event that the Tenant
shall remaintin the Demised Premises after the expiration of the
term of this Lease without having executed a new written lease
with the Landlord, such holding over shall not constitute a
renewal or extension of this Lease. The Landlord may, at its
options elect to treat the Tenant as one who has not removed at
the end of his term, and thereupon be entitled to all the
remedies against the Tenant provided by law in that situation, or
the Landlord may elect, at its option, to construe such holding
over as a tenancy from month to month, subject to all the terms
and conditions of this Lease, except as to duration thereof, and
in that event the Tenant shall pay monthly rent in advance at the
rate provided herein as effective during the last month of the
demised term.
16. Eminent Domain. Condemnation. If the entire property
owned by the Landlord, a portion of which is leased to the Tenant
herein, shall be taken by public or quasi-public authority under
any power of eminent domain or condemnation, this Lease shall
forthwith terminate and the Tenant shall have no claim or
interest in or to any award of damages for such taking, except
for its moving expenses and the market value of its trade
fixtures, which it shall have the right to recover from the
Condemner. If a portion of the Demised Premises are taken by
public or quasi-public authority under any power of eminent
domain or condemnation and if the taking of that portion of the
Demised Premises shall prevent the Tenant from conducting its
normal and regular course of business, then, in that event, the
Tenant shall have the right to terminate this Lease and the
Tenant shall have no claim or interest in or to any award of
damages for such taking, except for its moving expenses and the
market value of its trade fixtures, which it shall have; the
right to claim against the Condemner.
17. Delivery of Lease. No rights are to be conferred upon
the Tenant until this Lease has been signed by the Landlord, and
an executed copy oft the Lease has been delivered to the Tenant.
18. Lease Provisions Not Exclusive. The foregoing rights and
remedies are not intended to be exclusive but as additional to
all rights, and remedies the Landlord would otherwise have by
law.
19. Lease Binding on Heirs. Successors. Etc. All of the
terms, covenants and conditions of this Lease shall inure to the
benefit of and be binding upon the respective heirs executors
administrators, successors and assigns of the parties hereto. The
Lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in no way be affected,
impaired or excused because Landlord is unable to supply or is
delayed in supplying any service expressly or impliedly to be
supplied or is unable to make, or is delayed in making any
repairs, additions, alterations or decorations or is unable to
supply or is delayed in supplying any equipment or fixtures if
Landlord is prevented or delayed from so doing by reason of
governmental preemption in connection with the National Emergency
declared by the President of the United States or in connection
with any rule, order of regulation of any department or
subdivision thereof any governmental agency or by reason of the
condition of supply and demand which have been or are affected by
the war. This instrument may not be changed orally.
20. Added Rent - Real Estate Taxes. Tenant agrees to pay as
additional rent 65% of the Real Estate Taxes imposed on the
Premises. "Premises" shall mean the land and building including
any "air-rights", of which the Premises are a part. "Real Estate
Taxes'' shall mean taxes and assessments imposed upon the
Premises including any special assessment imposed thereon for any
purpose whatsoever and also including unmetered water taxes and
sewer rents. If due to a change in the method of taxation, any
franchise, income, profit, or other tax, however designated,
shall be levied against Landlord's interest in the Premises in
whole or in part for or in lieu of any tax which would otherwise
constitute Real Estate Taxes, such change in method of taxation
shall be included in the term "Real Estate Taxes" for purposes
hereof. "Tax Year" shall mean each calendar year in which occurs
any part of the term of this Lease. All such payments shall be
appropriately pro-rated for any partial tax year occurring during
the first and last year of the term of this Lease. Said Real
Estate Tax payments are to be made monthly in advance by Tenant
to the Landlord and the monthly Real Estate Tax payments shall be
an amount equal to 1/12th of the Real Estate Taxes which were
paid during the prior year as estimated by the Landlord. A copy
of the prior year's tax bill shall be sufficient evidence of the
amount of Real Estate Taxes and for Calculation of the amount to
be paid by Tenant each month. Commencing on the first day of the
term of this Lease, Tenant shall pay to Landlord an amount equal
to the amount required to make the next real estate tax payments
as estimated by the Landlord less the amount of the monthly tax
payments to be made by the Tenant each month to the date of the
payment of said tax. Once each year, on the anniversary date of
this Leases Landlord shall provide Tenant with an accounting as
to the payment of real estate taxes made during the prior year,
the amount of real estate tax escrow on hand and an analysis as
to the tax escrow required each month for the next year of the
Lease term. Provided Tenant is not in default under any of the
terms of this Lease, upon termination of this Lease, any balance
remaining in the tax escrow account shall be returned to the
Tenant.
21. Default. (a) If Tenant defaults in fulfilling any of the
covenants of this Lease other than the covenants for the payment
of rent or additional rent or if the Demised Premises becomes
vacant or deserted or if this Lease be rejected under 235 of
Title 11 of the U.S. Code (bankruptcy code) or if any execution
or attachment shall be issued against Tenant or any of Tenant's
property whereupon the Demised Premises shall be taken or
occupied by someone other than Tenant or if Tenant shall make
default with respect to any other lease between Landlord and
Tenant or if Tenant shall have failed, after thirty (30) days
written notice, to redeposit with Landlord any portion of the
security deposited hereunder which Landlord has applied to the
payment of any rent and additional rent due and payable hereunder
or failed to move into or take possession of the Demised Premises
within fifteen (15) days after the commencement of the term of
this Lease, of which fact Landlord shall be the sole judge, then,
in any one or more of such 0 events, upon Landlord serving a
written thirty (30) days notice upon Tenant specifying the nature
of said default and upon the expiration of said thirty (30) days,
if Tenant shall have failed to comply with or remedy such
default, or if the said default or omission complained of shall
be of a nature that the same cannot be completely cured or
remedied within said thirty (30) day period and if Tenant shall
not have diligently commenced during such default within such
thirty (30) day period, and shall not thereafter with reasonable
diligence and in good faith, proceed to remedy or cure such
default, then Landlord may serve a written three (3) days' notice
of cancellation of this Lease upon Tenant, and upon the
expiration of said three (3) days this Lease and the term
hereunder shall end and expire as fully and completely as if the
expiration of such three (3) day period were the day herein
definitely fixed for the end and expiration of this Lease and the
term hereof and Tenant shall then quit and surrender the Demised
Premises to Landlord but Tenant shall remain liable as
hereinafter provided.
(b) If the notice provided for in (a) hereof shall have been
given, and the term shall expire as aforesaid or if Tenant shall
make default in the payment of the rent reserved herein or any
item of additional rent herein mentioned or any part of either or
in making any other payment herein required, then and in any of
such event Landlord may without notice, repenter the Demised
Premises either by force or otherwise, and dispossess Tenant by
summary proceedings or otherwise, and the legal representative of
Tenant or other occupant of Demised Premises, and remove their
effects and hold the Demised Premises as if this Lease had not
been made, and Tenant hereby waives the service of notice of
intention to repenter or to institute legal proceedings to that
end. If Tenant shall make default hereunder prior to the date
fixed as the commencement of any renewal or extension of this
Lease, Landlord may cancel and terminate such renewal or
extension agreement by written notice.
In the event of the non-payment of rent, or Many installment
thereof or in the event of any other default, re-entry,
expiration and/or dispossess by summary proceedings or otherwise,
the Landlord or its agents shall have the right to and may enter
the said Demised Premises as the agent of the Tenant, without
being liable for any prosecution or damages therefor, and may
relet the Demised Premises as the agent of the Tenant, and
receive the rent therefore upon such terms as shall be
satisfactory to the Landlord, and all rights of the Tenant to
repossess the Demised Premises under this Lease shall be
forfeited. Such reentry by the Landlord shall not operate to
release the Tenant from any rent to be paid or covenants to be
performed hereunder during the full term of this Lease. For the
purpose of reletting, the Landlord shall be authorized to make
such reasonable repairs or alterations in or to the Demised
Premises as may be necessary to place the same in good order and
condition. The Tenant shall be liable to the Landlord for the
cost of such repairs or alterations, and all expenses of such
reletting. If the sum realized or to be realized from the
reletting is insufficient to satisfy the monthly or term rent
provided in this Lease, the Landlord, at its option, may require
the Tenant to pay such deficiency month by month. The Tenant
shall not be entitled to any surplus accruing as a result of the
reletting. The Landlord is hereby granted a lien, in addition to
- -any statutory lien or right to distrain that may exist, on all
personal property of the Tenant in or upon the Demised Premises,
to secure payment of the rent and performance of the covenants
and X conditions of this Lease. The Landlord shall have the
right, as agent of the Tenant, to take possession of any
furniture, fixtures or other personal property of the Tenant
found in or about the Demised Premises, and sell the same at
public or private saleSand to apply the proceeds thereof to the
payment of any moneys becoming due under this Lease, the Tenant
hereby waiving the benefit of all laws exempting property from
execution, levy and sale on distress or judgment. The Tenant
agrees to pay, as additional rent,; all attorney's fees and other
expenses incurred by the Landlord in enforcing any of the
obligations under this Lease. Landlord shall use good faith
efforts to relet the Demised Premises and mitigate its damages.
22. Mechanics' Liens. In the event that any mechanics' lien
d is filed against the Demised Premises as a result of
alterations, additions or improvements made by the Tenant, the
Landlord, at its option, after thirty (30) days' notice to the
Tenant, may pay the said lien, without inquiring into the
validity thereof, and the Tenant shall forthwith reimburse the
Landlord the total expense incurred by the Landlord in
discharging the said lien, as additional rent hereunder.
23. Glass. The Tenant agrees to replace at the Tenant's
expense any and all glass which may become broken in and on the
Demised Premises. Plate glass and mirrors, if any, shall be
insured by the Tenant at their full insurable value in a company
satisfactory to the Landlord. Said policy shall be of the full
premium type, and shall be deposited with the Landlord or its
agent.
24. Maintenance of Parkinq Areas. The Tenant shall have the
obligation to provide for snow removal, any and all upkeep and
maintenance and long term care that may be required for those
portions of the parking lot not dedicated to the use of Key Bank
of New York under its Lease Agreement dated April 30, 1996. 0
Maintenance shall include, but shall not be limited to,
resealing, re-surfacing and re-paving as the same may become
necessary in Landlord's reasonable opinion during the term of the
Lease.
25. Siqns. No sign, advertisement or notice shall be affixed
to or placed upon any part of the Demised Premises by the Tenant,
except in such manner, and of such size, design and color as
shall be approved in advance in writing by the Landlord and
permitted by f the municipal agency having jurisdiction. Landlord
approves the signs of Tenant now in existence on the Demised
Premises. Consent shall not be unreasonably withheld.
26. Rules and Regulations of Landlord. The rules and
regulations regarding the Demised Premises, affixed to this Lease
as Exhibit D, if any, as well as any other and further reasonable
0 rules and regulations which shall be made by the Landlord,
shall be observed by the Tenant and by the Tenant's employees,
agents and customers. The Landlord reserves the right to rescind
any presently existing rules applicable to the Demised Premises,
and to 00 make such other and further reasonable rules and
regulations as, in its judgment, may from time to time be
desirable for the safety, care and cleanliness of the Demised
Premises, and for; the preservation of good order therein, which
rules, when so made and notice thereof given to the Tenant, shall
have the same force and effect as if originally made a part of
this Lease. Such other and further rules shall not, however, be
inconsistent with the proper and rightful enjoyment by the Tenant
of the Demised Premises.
27. Deposit. The Tenant shall deposit with the attorney for
the Landlord at the time Off the execution of this Lease, the sum
of 0 0$40,000.00 (representing one half year's basic rental
payments) as security for the full and faithful performance by
the Tenant of all the terms, covenants and conditions of this
Lease upon the Tenant's part to be performed, which said sum
shall be maintained by Landlord's attorney (which Landlord
designates as Marino, Chambers & Lou, P.C., One Barker Avenue,
White Plains, NY 10601-15173 in a separate, segregated, interest
bearing escrow account. Interest shall accrue in favor of the
Tenant and shall be paid to Tenant by escrow agent annually on
the anniversary date of this Lease. The parties agree that
Marino, Chambers & Lou, P.C. is acting herein as a stakeholder
only and as such, shall have no liability or conflict of interest
in the event of a dispute upon depositing said sums of money with
the Clerk of the County of Orange or as may be directed bySany
court of competent jurisdiction. Additionally, at the date of the
commencement of the eleventh (11) year of this Lease, the ;
Tenant, subject to the same conditions set forth above, agrees to
deposit an additional $4,000.00 as and for additional security so
that the security maintained shall at all times be equal to one
half (1/2) year's basic rental obligation. This security shall be
returned to the Tenant after the time fixed as the expiration of
the term less any amounts duly expended by Landlord to remedy
default of Tenant during the term of this Lease Agreement. In the
event of a bona fide sale, subject to this Lease, the Landlord
shall have the right to transfer the security to the attorney for
the Vendee for the benefit of the Tenant and the Landlord shall
be considered released by the Tenant from all liability for the
return of such security; and the Tenant agrees to look to the new
LandLord solely for the return of the said security, and it is
agreed that this shall apply to every transfer or assignment made
of the security to a new Landlord. The security deposited under
this Lease shall not be mortgaged, assigned or encumbered by the
Tenant without the written consent of the Landlord.
28. Personal Property. All personal property in the Demised
Premises shall be and remain at Tenant's sole risk, and Landlord
shall not be responsible for any damage to, or loss of such
personal property arising from any acts of negligence of any
other persons nor from the leaking of the roof, nor from the
bursting, leaking, or of water, sewer, or steampipes, or from
heating or plumbing fixtures, or from electric wires or fixtures,
or from any other cause whatsoever, nor shall the Landlord be
liable for any injury to the person of the Tenant or other
persons in said Demised Premises and Tenant expressly agrees to
hold the Landlord harmless in all such cases, except for those
injuries which result from the Landlord's willful acts or gross
negligence.
29. Attorneys Fees and Court Costs. In the event Landlord
institutes any action for the collection of rent or commences an
eviction proceeding because of the Tenant's failure to comply
with its promises contained in this Lease, the Tenant shall pay
the Landlord's reasonable attorneys fees and court costs and
disbursements incurred by the Landlord in connection with such
collection and eviction proceeding. The amount of such attorneys
fees, court costs and disbursements shall be deemed additional
rent required to be paid by Tenant under this Lease.
30. Injunctive Relief. In addition to all other remedies in
this Lease provided in favor of the Landlord, the Landlord shall
be entitled to the restraint by injunction of the violation or
attempted violation of any of the terms, covenants and conditions
contained in this Lease.
31. Waiver of Trial by Jury. It is mutually agreed by and
between the Landlord and Tenant that the respective parties
hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the
parties hereto against the other or regarding any matters
whatsoever arising out of or in any way connected with this
Lease, Tenant's use or occupancy of said Demised Premises and/or
any claim of injury or damage.
32. Rent not to be Withheld. The Tenant agrees that the rent
hereunder provided to be paid shall become due and payable to the
Landlord without demand therefore and Tenant agrees not to
withhold the payment of rent in the event the Tenant wishes to
assert a claim of whatever kind against the Landlord. The Tenant
agrees that it shall be obligated to make its monthly rental
payment unless directed by a court of competent jurisdiction that
such rental payment may be withheld pending a resolution of
Tenant's claim against Landlord. Nothing herein shall be
construed to prevent the Tenant from asserting any claims against
the Landlord if In the event that the Landlord commences a
proceeding to dispossess the Tenant from the Demised Premises.
Such claim by the Tenant against Landlord shall only be enforced,
prosecuted or maintained by a separate proceeding instituted by
the Tenant against the Landlord, and shall not be consolidated
with any action or proceeding brought by the Landlord to recover
rent or recover possession of the Demised Premises.
33. No Broker. The parties acknowledge to each other than no
broker was involved in the Lease negotiations and further
represent to each other that no real estate commissions are owed
to any real estate broker for the consummation of this Lease
Agreement.
34. Occupancy. The Tenant shall use and occupy the Demised
Premises for general offices, light manufacturing, parts assembly
and storage provided such use is in accordance with the
Certificated for Occupancy for the building and for no other
purpose.
35. No Waiver. The failure of Owner to seek redress for
violation of, or to insist upon the strict performance of, any X
covenant or condition of this Lease or of any of the Rules or
Regulations set forth or hereafter adopted by Landlord, shall not
prevent a subsequent act which would have originally constituted
a violation from having all the force and effect of an original
violation. The receipt by Landlord of rent with knowledge of the
breach of any covenant of this Lease shall not be deemed a waiver
of such breach and no provision of this Lease shall be deemed to
have been waived by Landlord unless such waiver be in writing
signed by Landlord. No payment by Tenant or receipt by Landlord
of a lesser amount than the monthly rent herein stipulated shall
be deemed to be other than on account of the earliest stipulated
rent nor shall any endorsement of or statement on any check or
any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy in this Lease
provided. All checks tendered to Landlord as and for the rent of
the Demised Premises shall be deemed payments for the account of
Tenant. Acceptance by Landlord of rent from anyone other than
Tenant shall not be deemed to operate as an attornment to
Landlord by the payor of such rent or as a consent by Landlord to
an assignment or subletting by Tenant of the Demised Premises to
such payor, or as a modification of the provisions of this Lease.
No act or thing done by Landlord or Landlord's agents during the
term hereby demised shall be deemed an acceptance of a surrender
of said Demised Premises and no agreement to accept such
surrender shall be valid unless in writing signed by Landlord. No
employee of Landlord or Landlord's agents shall have any power to
accept the keys of said Demised Premises prior to the termination
of the Lease and the delivery of keys to any such agent or
employee shall not operate as a termination of the Lease or a
surrender of the Demised Premises.
36. Tenant's Insurance. Tenant shall furnish Landlord with
and continue to keep in effect the following insurance coverage
on the Demised Premises and any future improvements by
recognized; insurance carriers licensed to do business in New
York and in all cases naming Landlord as a named insured:
(a) Public liability coverage against claims for bodily
injury or death in an amount of $2,000,000.00 for any one person
and $3,000,000.00 for any one accident and $2,000,000.00 property
damage. Such amounts may be adjusted from time to time by
Landlord upon reasonable notice to Tenant and to amounts which
may be reasonably required. Landlord must be named as an
additional insured under Tenant's liability policy.
(b) Plate and other glass insurance for all glass on the
Demised Premises, in sufficient amounts or, alternatively, the
Tenant shall replace such glass, when broken, at its own cost and
expense.
(c) Fire insurance in the minimum amount of $1,500,000.00,
insuring the Demised Premises and the building contents and
fixtures contained therein. Such amount may be adjusted from time
to time by Landlord upon reasonable notice to Tenant.
(d) All policies of insurance required under this lease
shall provide that no cancellation thereof shall be effective
until at least fifteen (15) days after receipt by Landlord of
written notice thereof. Tenant shall not obtain or carry separate
insurance concurrent in form or contributing in the event of loss
with that required under this lease unless Landlord is named
therein as a named insured.
(e) Tenant shall pay all premiums and charges for all of
such policies, and if Tenant shall fail to make any such payment
when due, or carry any such policy, Landlord, after ten (lo)
business days' written notice to Tenant, at its option, may, but
shall not be obligated to, make such payment or carry such
policy, and the amounts paid by Landlord, with interest thereon
at the rate of sixteen (16%) percent per annum from the date of
payment, shall become due and payable by Tenant with the next
succeeding installment of net rent which shall become due after
such payment by Landlord; but payment by Landlord of any such
premiums or the carrying by Landlord of any such policy shall not
be, nor be deemed to be, a waiver or release of the default of
Tenant with respect thereto, or the right of Landlord to
institute summary proceedings and/or to take such other action as
may be permissible hereunder as in the case of default in the
payment of net rent.
(f) At least thirty (30) days prior to the expiration of
each such policy, Tenant shall deliver to Landlord or to the
holder of any mortgage to which this lease is subordinate,
designated by Landlord, the original renewed policy; and if any
notice of intent to cancel is sent by the insurer as a result of
non-payment thereof, Tenant shall promptly pay same and if Tenant
shall fail to pay any such premiums, or deliver such policies,
Landlord after twenty (20) days written notice to Tenant, at its
option may, but shall not be obligated to, procure and/or pay
therefor, and the amounts paid by Landlord, with interest thereon
at the rate of 16% per annum from the date of payment, shall
become due and payable by Tenant with the next succeeding
installment of rent which shall become due after such payment by
Landlord; but payment by Landlord of any such premiums shall not
be, nor deemed to be, a waiver or release of the default in the
payment thereof by Tenant, or the right of Landlord to institute
summary proceedings and/or take such action as may be permissible
hereunder as in the case of default in the payment of rent.
(g) Tenant shall not violate or permit to be violated any of
the conditions or provisions of any such policy, and Tenant shall
so perform and satisfy the requirements of the companies writing
such policies that at all times companies of good standing
satisfactory to Landlord and to the holder of any mortgage to
which this lease is subordinate shall be willing to write and/or
continue such insurance.
(h) Tenant and Landlord shall cooperate in connection with
the collection of any insurance moneys that may be due in the
event of loss, but at the sole expense of Tenant, and Tenant and
Landlord shall execute and deliver such proofs of loss and other
instruments which may be required for the purpose of obtaining
the recovery of any such insurance moneys.
37. Exculpatory Clause. In any action brought to enforce the
obligations of Landlord under this Lease, any judgment or decree
shall be enforceable against Landlord only to the extent of
Landlord's interest in the building of which the Demised Premises
form a part, and no such judgment shall be the basis of execution
on, or be a lien on, assets of Landlord or any assets of any
party being a partner or member of Landlord, other than the
interest in said building.
38. Environmental Matters. As a condition to leasing the
Demised Premises, Landlord requires the Tenant to make certain
representations and provide certain indemnities concerning (i)
Hazardous Materials which may now exist on, in or under the
Demised Premises or otherwise affect it as a result of Tenant's
occupancy; (ii) violations of Environmental Laws with respect to
the Demised Premises; (iii) the release of Hazardous Materials
from the Demised Premises onto any surrounding property; and (iv)
claims for injury to the Demised Premises or the person or
property of third parties as a result of Hazardous Materials
existing on or released from the Demised Premises during Tenant's
use and occupancy of the Demised Premises.
Tenant hereby certifies and promises that: and
(a) Tenant has not and will not use the Demised Premises for
the generation, manufacture, storage, treatment, discharge or
disposal of Hazardous Materials; and
(b) The Tenant is in compliance with all Environmental Laws;
(c) There is no pending or threatened claim, action or
proceeding by any governmental authority or third party against
or respecting the Tenant, or the Demised Premises.
Tenant hereby agrees, at its sole cost and expense, to
indemnify, defend and hold Landlord, its members, employees of
any of its affiliates and any agents of representatives of the
Landlord (collectively, the "Indemnities") harmless from and
against any and all loss and damage (as hereinafter defined)
arising from or out of:
(a) Tenant's use of any Hazardous Materials existing on the
date hereof, prior hereto, or subsequent hereto at or under the
Demised Premises; and
(b) The failure of the Tenant to be in full compliance on
the date hereto with all Environmental Laws; and
(c) Any release of any Hazardous Materials by the Tenant
from the Demised Premises onto any surrounding property; and
(d) Any injury occurring to the person or property of third
parties as a result of the existence of Hazardous Materials in
the Demised Premises or released from the Demised Premises onto
surrounding property.
Tenant hereby agrees to indemnify and hold the Landlord
harmless from any loss, costs or expense arising out of the
enforcement of this Lease by the Tenant or the assertion by
Landlord of any defenses to its obligations hereunder provided
the Landlord prevails in any such action for enforcement of this
lease.
As used in this Lease:
(a) The term 'Loss or Damage" shall mean and include all
costs, losses, damages, liabilities, obligations, penalties,
litigation, proceedings, claims, causes of action, demands,
defense costs, disbursements, judgments and the like, of whatever
nature, including but not limited to reasonable attorneys' fees,
experts' fees and other costs of litigation or administrative
proceedings including preparation therefore, as well as (i) the
costs of removal of any and all Hazardous Materials from all or
any portion of the Demised Premises or surrounding areas, and
(ii) additional costs required to take necessary precautions to
protect against the release of Hazardous Materials on, in, under
or affecting the Demised Premises into the air, any body of
water, any other public domain or any surrounding areas, and
(iii) costs incurred to comply, in connection with the Demised
Premises and surrounding areas, with all applicable Environmental
Laws, and
(b) The term "Hazardous Materials" shall include, but not be
limited to, asbestos-containing materials, polychlorinated
biphenyls, flammable materials, explosives, radioactive
materials, petroleum products and those materials or substances
now or heretofore defined as "hazardous substances", "hazardous X
materials", "hazardous waster", or "toxic substances".
No delay on Landlord's part in exercising any right, power
or privilege shall operate as a waiver of any such privilege,
power or right.
The Landlord acknowledges that it is aware of a heating oil
spill which occurred at the Demised Premises in 1989 and
Tenant
herein is not responsible for the effects of same. Landlord
also acknowledges the receipt of a Phase I/II Environmental Site
Assessment dated March 2, 1995 prepared by William L. Going &
Associates Inc. and Landlord acknowledges that it has read said
report and is familiar with same and the Landlord has accepted
title to the Premises subject to same.
The promises and representations made in this Article shall
survive the expiration of the Lease.
39. Bankruptcy, Insolvency, etc. (a) Anything elsewhere in
this Lease to the contrary notwithstanding, this Lease may be
cancelled by Landlord by sending a written notice to Tenant
within reasonable time after the happening of any one or more of
the following events: (1) the commencement of a case in
bankruptcy or under the laws of any state naming Tenant as the
debtor; or (2) the making by Tenant of an assignment or any other
arrangement for the benefit of creditors under any state statute.
Neither Tenant nor any person claiming through or under Tenant,
or by reason of any statute or order of court, shall thereafter
be entitled to possession of the Demised Premises but shall
forthwith quit and surrender the Demised Premises. If this Lease
shall be assigned in accordance with its terms, the provisions of
this Article shall be applicable only to the party then owning
Tenant's interest in this Lease.
(b) It is stipulated and agreed that in the event of the
termination of this Lease pursuant to (a) hereof, Landlord shall
forthwith notwithstanding any other provisions of this Lease to
the contrary, be entitled to recover from Tenant as and for
liquidated damages an amount equal to the difference between the
rental reserved hereunder for the unexpired portion of the term
demised and the fair and reasonable rental value of the Demised
Premises for the same period. In the computation of such damages,
the difference between any installment of rent becoming due
hereunder after the date of termination and the fair and
reasonable rental value of the Demised Premises, for the period
for which such installment was payable, shall be discounted to
the date of termination at the rate of four percent (48) per
annum. If such Demised Premises or any part thereof be relet by
the Landlord for fthe unexpired term of said Lease, or any part
thereof, before presentation of proof of such liquidated damages
to any court, commission or tribunal, the amount of rent reserved
upon such reletting shall be deemed to be the fair and reasonable
rent value for the part or the whole of the Demised Premises so
re-let during the term of the re-letting. Nothing herein
contained shall limit or prejudice the right of the Landlord to
prove for, and obtain as, liquidated damages by reason of such
termination, an amount equal to the maximum allowed by any
statute or rule of law in effect at the time when, and governing
the proceedings in which, such damages dare to be proved, whether
or not such amount be greater, equal to, or less than the amount
of the difference referred to above.
IN WITNESS WHEREOF, the said Parties have hereunto set their
hands and seals the day and year first above written.
WEST 125TH STREET ASSSOCIATES LLC
By: /s/ Mark Pastreich, Managing Member
Landlord
REPRO-MED SYSTEMS, INC.
By: /s/ Andrew Sealfon, President
Exhibit 10-(l) - Cash Collateral Agreement - Key Bank
CASH COLLATERAL AGREEMENT
THIS CASH COLLATERAL AGREEMENT (this "Agreement") is made as
of the 25 day of February, 1999 by and between KEYBANK NATIONAL
ASSOCIATION, a national banking association with an office for
the transaction of business at 66 South Pearl Street, Albany New
York 12207 (the "Bank") and REPRO-MED SYSTEMS, INC., with an
address of 24 Carpenter Road, Chester, New York 10918 (the
"Borrower").
WHEREAS, the Bank has made available to the Borrower a line
of credit (the "Line of Credit") evidenced by that certain
promissory note dated August 8, 1997 (the "Line of Credit Note")
in the amount of Five Hundred Thousand and no/l00ths
($500,000.00) Dollars; and
WHERE.AS, the Borrower is indebted to the Bank in the
principal amount of Eight Hundred Thirty Seven Thousand One
Hundred Thirty-Three and 08/100 ($837,133.08) Dollars (the
"Mortgage Loan") as evidenced by that certain replacement
promissory note dated December 1, 1997 in the original principal
amount of Eight Hundred Seventy-Five Thousand Six Hundred
Thirty-Nine and 69/l00ths ($875,639.69) Dollars ("the Mortgage
Note"), repayment of which is secured by a mortgage in favor of
the Bank covering real property located in the town of Chester,
Orange colmty, New York (the "Mortgage Property"); and
WHEREAS, the Borrower is indebted to the Back in the
principal amount of Two Hundred Forty Thousand Fivc Hundred Six
and no/l00ths ($240,506.00) Dollars (the "Tcrm Loan", and,
together with the Line of Credit and the Mortgage Loan, the
"Loans") as evidenced bv that certain promissory note dated
August 8, 1997 in the original principal amount of Two Hundred
Fifty Thousand and no/100ths ($250,000.00) Dollars (the "Term
Note" and, together with the Line of Credit Note and the Mortgage
Note, the "Notes"); and
WHEREAS, the Borrower has entered into a contract for the
sale of thc Mortgaged Property, which sale may be made only with
the prior written consent of the Bank; and
WHEREAS, as a condition to the granting of such consent and
as a condition to the discharge of the Mortgage, the Bank has
required that Borrower (i) repay the Mortgage loan in full and
(ii) deposit with the Bank, to be held as additional collateral
for the Line of Credit and the Term Loan and applied in
accordance with the terms of this Agreement, the sum of One
Hundred Fifty Thousand and no/100ths ($150,000.00) Dollars (the
"Cash Collateral");
NOW THEREFORE, in consideration of these recitals and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the
parties hereto agree as follows:
1. Pledge of Cash Collateral: The Borrower, for the purposes
of creating a security interest in favor of the Bank, hereby
pledges, transfers and assigns to the Bank the Cash Collateral,
to be held as continuous collateral for the performance by the
Borrower of its obligations under this Agreement and the Notes.
The Borrower agrees that it will do all acts and things and
execute all written notifications in addition to this Agreement
as the Bank may require to create a security interest in favor of
the Bank pursuant to the laws of the State of New York.
2. The Account: The Cash Collateral shall be held by the
Bank in a separate, segregated money market account entitled
Repro-Med Systems, Inc. Cash Collateral Account numbered
#323605005285 (the "Account"). Interest earned on the Account
shall be credited periodically to Borrower's operating account at
the Bank.
3. Release of Cash Collateral: Subject to the terms of this
Agreement and prior to the maturity of the Line of Credit, the
Bank shall release Cash Collateral to the Borrower so long as:
(a) the Line of Credit shall be fully advanced; (b) there is no
Event of Default or event which, but for thc giving of notice or
passaae of time or both would constitute an Event of Default
under any of the Notes; and (c) the sum of advances outstanding
under the Line of Credit plus the sum of all Cash Collateral
previously released or requested to be released shall not exceed
the lesser of (i) the Collateral Base or (ii) the Maximum
Available Amount (each as hereinafter defined). The Borrower
shall submit to the Bank with each request for a Cash Collateral
release a certificate, in form acceptable to the Bank certifying
the amount of the Collateral Base as of the date of the request
and signed by the Borrowers President or Chief Financial Officer
(a "Collateral Base Certificate"). All Cash Collateral released
bv the Bank shall be deposited in the Borrower's general account
to be maintained by the Borrower at the Bank (the "General
Account"). The deposit of any portion of the Cash Collateral in
the General Account shall be conclusive evidence as to the
receipt of such Cash Collateral by the Borrower.
4. Collateral Base: Maximum Available Amount: Eligible
Accounts Receivable: (a) For purposes of this Agreememt, the
"Collateral Base" shall be the sum of eighty percent (80%) of the
book value of "Eligible Accounts Receivable" plus forty percent
(40%) of the lesser of borrower's cost or the fair market value
of the "Current Inventory", determined from time to time as
required by the terms of this Agreement, but at least as of the
tenth (10th) day of each calendar month. Thc "Maximum Available
Amount" equals the sum from time to time of the total committed
amount of the Line of Credit plus the value of the Account.
"Eligible Accounts Receivable" means all accounts receivable
recorded on the Borrower's books in accordance with generally
accepted accounting principles consistently applied, aged ninety
(90) days or less, which meet the critena set forth in subsection
(b) below, but shall not include any such account which is
evidenced by an "instrument" or which constitutes "chattel
paper". "Current Inventory" means inventory in all forms (as
defined by the New York Uniform Commercial Code), including raw
materials, work-in-process, and finished products, which are
reasonably marketable and which are not obsolete.
(b) in order to constitute an "Eligible Accounts
Receivable", an account must meet each of the following criteria:
(1) Thc account arose from a bona fide outright sale of
goods or for services performed under an enforceable contract,
and such goods have been shipped to the appropriate account
debtors, or the sale has otherwise been consummated, or the
services have been performed for the appropriate account debtors
in accordance with such order or contract;
(2) The title to each account is in Borrower and such title
is absolute and is not subject to any prior assimment, claim,
lien, or security interest;
(3) The amount shown on the books of the Borrower and on any
invoice or statement delivered to the Bank is owing to the
Borrower, and no partial payment has been made thereon by anyone;
(4) The account is not subject to any claim of reduction,
counterclaim, set-off, recoupment, or any claim for credits,
allowances, or readjustments by the account debtor because of
returned, inferior, or damaged goods or unsatisfactory services,
or for any other reason.
(5) The account is not an account that the Bank, in its
discretion based upon a reasonable evaluation of the credit
worthiness of the account debtor, has determined to be ineligible
in whole or in part and has notified the Borrower thereof;
(6) The account debtor has not returned or refused to retain
any of the goods from the sale of which the account rose;
(7) The account is due and payable not more than sixty (60)
days from the date of the delivery of the goods or performance of
the services therefore;
(8) No account arises out of a contract with or order from
an account debtor that, by its terrns, forbids or makes the
assignment of that account to the Bank void and unenforceable;
(9) The Borroer has not received any note, trade acceptance,
draft, or other instrument with respect to or in payment of the
account, or any chattel paper with respect to the goods giving
rise to the account;
(10) The Borrower has not received any notice of the death
of the account debtor or a partner thereof, nor of the
dissolution, termination of existence, insolvency, business
failure, appointment of a receiver for any part of the property
of, assignment for the benefit of creditors by, or the filing of
a petition in bankruptcy or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against the account
debtor;
(11 ) The account debtor is not an affiliate or subsidiary
of the Borrower;
(12) The total accounts from any one account debtor do not
exceed twenty percent (20%) of Eligible Accounts Receivable,
which, for purposes of this percentage calculation, shall include
all Eligible Accounts Receivable of such account debtor,
provided, however, that until May 1, l999, total accounts of
Timms Research Co. may exceed twenty (20%) percent of Eligible
Aceounts Receivablc so long as total accounts of Timms Research
Co. do not exceed seventy-five thousand ($75,000.00) dollars;
(13) More than fifry (50%) percent of the aggregate amount
of the accounts receivable owed the Borrower by the account
debtor is not more than ninety (90) days past due with respect to
any other invoice or amount owing to the Borrower;
(14) The account has not been reinvoiced or otherwise
altered so as to bring it into a more current status unless the
Bank is aware of and has consented to such action; and
(15) The account does not arise from a bonded contract or
job and is not, and cannot be, subject to a prior lien by a
bonding agent.
5. Reports: the Borrower shall provide the Bank with: (i)
at least two (2) business days before the Borrower's first
requested release of Cash Collateral, and not later than the
tenth (l0th) day of each calendar month, a Collateral Base
Certificate as defined in Section 3 (ii) within forty-five (45)
days of the report date, a copy of Borrower's l0Q report for each
fiscal quarter; and (iii) within one hundred twenty (120) days of
the report date, a copy of Borrower's l0K report for each fiscal
year.
6. Events of Default: If any of the following events
("Events of Default") shall occur and be continuing:
(a) The Borrower shall fail to perform or observe any term,
covenant or agreement contained in this Pledge Agreement or any
of the Notes, for ten (10) days, or
(b) The Borrower shall (i) apply for or consent to
the appointment of a receiver, a trustees, liquidator or
custodian or the like of itself or of its properly (ii) generally
not pay its debts as such debts become due or admit in writing
its inability to pay its debts generally; (iii) make a general
assignment for the benefit of creditors; (iv) have any proceeding
instituted by or against it seeking an order for relief or an
order liquidating, winding up, reorganizing, or for an
arrangement, adjustment, for protection or for relief under any
law relating to bankruptcy, insolvency, reorganization or relief
of debtors; then and in any of the aforementioned events the Bank
may exercise its rights under the Notes or this Pledge Agreement
and after applicable notice and cure periods, if any, have
expired, proceed to exercise its rights in and to the Cash
Collateral and apply the Cash Collateral to repayment of any of
the Notes in such order as the Bank may determine at its sole
discretion.
In exercising any of the remedies granted to it hereunder,
the Bank may (i) delay in exercising any of the rights hereunder,
which delay shall not operate as a waiver of such rights, and
(ii) be indemnified and held harmless by the Borrower from and
against all claims, damages, losses, liabilities, costs or
expenses whatsoever which the Bank may incur (or which may be
claimed against the Bank by any entity or entities whatsoever) by
reason of, or in connection with, the execution of any of the
rights of the Bank under this Agreement.
7. Further Assurances The Borrower agrees that at any time
and from time to time, at the expense of the Borrower, it will
promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or
desirable, or that the Bank may request, in order to perfect and
protect any security interest granted or purported to be granted
hereby or to enable the Bank to exercise and enforce its rights
and remedies hereunder with respect to the Cash Collateral.
8. Bank Appointed Attorney-in-Fact, Etc.: The Borrower
hereby irrevocably appoints the Bank as the Borrowers attomey-in-
fact, with authority in the place and stead of the Borrower and
in the name of the Borrower or otherwise, from time-to-time in
the Bank's discretion to take any action and to execute any
instrument which the Bank may deem necessary or advisable to
accomplish the purposes this Agreement.
9. The Bank May Perform: If the Borrower fails to perform
any agreement contained herein or in the other Loan Documents,
as that term is defined in any of the notes, the Bank may itself
perform, or cause the performance of, such agreement, and the
expenses of the Bank incurred in connection therewith shall be
payable by the Borrower pursuant to the provisions of this
Agreement.
10. Intention of the Parties: Thc Borrower and the Bank
intend; with respect to the Cash Collateral held in the Account,
that a security interest be created at the time of the execution
of this Agreement in favor of the Bank. This Agreement shall
create a continuing security interest in the Cash Collateral and
shall (i) remain in full force and effect until payment in filll
of the loans; (ii) be binding upon the Borrower, its successor
and assigns; and (iii) inure to the benefit of the Bank and its
successors, transferees and assigns. It is understood and agreed
that this Cash Collateral Agreement is in no way an extension or
modification of the Line of Credit.
11. Notices: Any notices required or permitted to be given
hereunder shall be: (i) personally delivered or (ii) given by
registered or certified mail, postage prepaid, return receipt
requested, or (iii) forwarded by overnight courier service, in
each instance addressed to the addresses set forth below (or such
other addresses as the parties may for themselves designate in
writing as provided herein for the purpose of receiving notices
hereunder):
IF TO THE BORROWER
Repro-Med Systems, Inc.
24 Carpenter Road
Chester, New York 10918
Attention: Norman Rathfelder, Chief Financial Officer
IF TO THE BANK
KeyBank National Association
90 Cannon Street
Poughkeepsie, New York 12601
Attention: Dahlia M. Japhet, Vice President
All notices shall be in writing and shall be deemed given upon
actual delivery. The failure to provide notice to any party
listed as receiving a copy shall not negate the effectiveness of
any notice given as set forth in this Section.
12. Governing Law: This Agreernent shall be governed by and
construed in accordance with the laws of the State of New York.
13. Headings: The headings of each section provided herein are
for convenience only and are to be ignored in the interpretation
of this Agreement.
IN WITNESS WHEREOF, the Bank and the Borrower have caused this
Agreement to be executed by their duly authorized officers to be
effective as of the date first above written.
KEYBANK NATIONAL ASSOCIATION
By: /s/ Dahlia M. Japhet , Vice President
REPRO-MED SYSTEMS, INC.
By: /s/ Andrew Sealfon, President
Accepted and agreed by Guarantors:
GAMOGEN, INC.
By: /s/ Andrew Sealfon, President
GYNECO, INC.
By: /s/ Andrew Sealfon, President
Exhibit 10-(m) - Agreement of Sale and Royalties - NuMedTec, Inc.
AGREEMENT OF ASSET SALE AND ROYALTIES
AGREEMENT OF SALE made as of the day 1st day of March 1999,
between NuMedTec Inc. ("Seller" or "NuMed") of 1224 Wilshire
Blvd., #G, Santa Monica, California 90403, an Illinois
corporation and Repro-Med Systems, Inc. ("Repro-Med" or
"Purchaser") of 24 Carpenter Road, Chester, New York 10918, a
New York corporation.
WHEREAS, the Seller desires to sell and the Purchaser
desires to purchase the products, intellectual property and
other property described herein upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, the parties hereto do hereby agree as
follows:
1. NuMed has agreed to sell and assign to Repro-Med the
rights to the following:
510(k)'s on the pump system and constricting rings
E/P System instructional video materials, brochures and
other instructional and promotional materials.
PRO-LONG constriction rings including all tooling, existing
inventory, and design patent and trademark rights and good will
associated therewith.
All intellectual property including market information and
data, doctor and customer lists, component manufacturer
relationships, clinical reference materials, trade secrets,
regulatory files, etc. relating to the E/P System, PRO-LONG
rings, and impotence market and devices.
2. Repro-Med will assemble and distribute erection device
kit(s) utilizing its vacuum pump and various molded
components. Repro-Med will utilize the PRO-LONG rings in
its kit(s), Repro-Med will also assemble and distribute
other products utilizing the PRO-LONG rings.
3. The purchase price shall be as follows:
It is acknowledged that Repro-Med has purchased NuMed's
existing PRO-LONG ring Inventory, at $ 1.11 each. The inventory
shipped to Repro-Med as of 1/1/99 was approximately $4,572.09
(4,119 rings at $ 1.11 each). It is acknowledged that Repro-Med
found some of the inventory defective, and reduced the payment
to $2,244.42. Repro-Med will make an effort to receive a credit
from the manufacturer of the rings which was denied by the
manufacturer. Any further payments for PRO-LONG ring inventory
made by Repro-Med, will be for rings which conform to our quality
standards. The non-conforming rings will be returned to NuMed
for disposition.
Repro-Med will pay the amount of $11,100 as the purchase
price hereunder, upon signing of the Agreement. This purchase
price reflects a reduction of $3,900 to pay for Repr-Med to re-
tool the NuMed PRO-LONG Ring mold. In the event that Repro-Med
does not re-tool the ring tool to change the form of the ring
within a period of 12 months of the date of this Agreement, Repro-
Med agrees to pay NuMed $4,100, payable on the first day of the
25th month following the date of this Agreement.
For the purposes of this Agreement, a definition of the PRO-
LONG "Style" of ring will be any ring modification which is made
so that the overall outer perimeter rectangular shape of the ring
is maintained with three holes or indentations within the
perimeter.
4. Marcia Gaylor is hereby retained on a consulting basis
with Repro-Med for a period of no less than 2 years,
commencing on January 1, 1999, at a retainer of $2.000
per year of service, payable at the end of the year.
Said retainer will provide for up to 4 hours of services
per month. Overage in any month will be billed at an
hourly cost of $65 plus expenses, all as approved in
writing in advance by Repro-Med. Ms. Gaylor agrees that
she will not, during such period and for a three (3)
years after termination of such consulting services,
disclose to any third party any of Repro-Med's trade
secrets or confidential information not in the public
domain, nor engage in or be employed or consult in any
businesses in competition with Repro-Med's available
impotence products.
5. NuMed will be paid a quarterly royalty on Repro-Med
collections of sales of PRO-LONG style rings either sold
separately or within a vacuum system kit with the
following payment:
Ring Unit @Royalty Per Ring Unit
First 500,000 $0.25
Over 500,000 $0.15
In the event that royalty payments in the first two (2)
years fail to reach $15,000 per year, Repro-Med will
promptly advance the difference between $15,000 and the
actual royalties paid in each such year, such advance to
be applied against future royalties payable hereunder.
In the event that Repro-Med discontinues sale of PRO-LONG
style rings due to FDA issues or patent related or other
lawsuits, threatened in writing, then the $15,000 annual
minimum advance will not be required. In the event that
at any time Repro-Med abandons the manufacturing and sale
of the PRO-LONG style rings for a period of 6 months,
then the Patent rights, Trademark rights and the
ownership tool for the manufacture of the PRO-LONG Rings
will revert to NuMed for a cost of $15,000 to be paid to
Repro-Med prior to reversion. Any documentation
required to effect this reversion of Patent, Trademark,
and Tool ownership will be executed expediently.
Repro-Med shall keep and maintain complete and accurate
books in respect to its activities under this Agreement
for which royalty payments may be required, in accordance
with applicable accounting principles consistently
applied. Upon 5 working days prior notice to Repro-Med,
NuMed may inspect such records at its own expense to
verify the accuracy of royalty payments made to NuMed
hereunder.
6. Seller represents:
That it is the owner of and has good and merchantable title
to all of the property being sold hereunder to the Purchaser free
and clear of all rights, liens, encumbrances or charges of any
kind.
Seller has no material creditors except as disclosed in
attached Exhibit 6.
The execution, delivery and performance of this Agreement
has all requisite authority or the part of the Seller.
Seller has no pending or threatened claims, litigation or
regulatory proceeding relating to the products or the
intellectual property being sold hereunder.
7. Miscellaneous
This Agreement shall supersede and cancel any and all
previous agreements or understandings that may have existed
between the parties relative to the subject matter hereof and
shall not be modified or rescinded, except by a further written
agreement which may be entered into between the parties,
All disputes which arise under this Agreement shall be
settled by an arbitration proceeding in New York, New York,
pursuant to the rules then prevailing of the American Arbitration
Association. The decision of a majority of the Arbitrators shall
be final and binding on all the parties hereto, and judgment may
be entered in any court of competent jurisdiction.
This Agreement shall be construed pursuant to the laws of
the State of New York where the Purchaser maintains its principle
offices.
The failure of either party at any time to require full
performance by the other party of any provision hereof shall in
no way derogate from its right to require such full performance
at any time thereafter, nor shall the waiver by either party of a
breach of any provision hereof be taken or held to be a waiver of
any subsequent breach of such provision or as a waiver of the
performance of any other provision of this Agreement.
Seller agrees to execute and deliver to Purchaser any
further documents requested by Purchaser to effectuate the sale
of the products, intellectual property and other property
hereunder.
This contract shall be binding upon and inure to the benefit
of the parties hereto and their heirs, personal representatives,
successors and assignees,
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year above written.
NuMedTec, Inc.
By: /s/ Marcia Gaylor, President
/s/ Marcia Gaylor, Personally
Repro-Med Systems, Inc.
By: /s/ Norman E. Rathfelder, Chief Financial Officer
EXHIBIT 6
Listing of Material Creditors of Seller
1. None
2.
3 .
4.
5 .
6.
7.
8.
9.
10.
ASSIGNMENT AGREEMENT
This Assignment Agreement is entered into as of March 1st,
1999 (the "Effective Date"), between NuMedTec, Inc., an Illinois
corporation ("NuMed"), and Repro-Med Systems, Inc., a New York
corporation ("Repro-Med").
In consideration of the promises set forth below and other
valuable consideration, NuMed hereby assigns and transfers to
Repro-Med all right, title and interest in and to Patent # Des.
343,246 with Date of Patent - January 11, 1994 and attendant
rights associated with the Patent that are the subject of that
certain Asset Purchase Agreement between the parties as of the
Effective Date.
Repro-Med hereby accepts the assignment of the Patent
rights and the transfer of pertinent records and files as of the
Effective Date and agrees to thereafter perform all the terms,
conditions and covenants of the Patent which were to be
performed by NuMed.
NuMed shall indemnify, defend and hold Repro-Med harmless
from and against all demands, claims, actions or causes of
action, assessments, losses damages-liabilities, costs and
expenses, including, without limitation, interest, penalties and
attorneys, fees and expenses, that accrue in connection with the
Patent prior to and including the Effective Date.
Repro-Med shall indemnify, defend and hold NuMed harmless
from and against all demands, claims, actions or causes of
action, assessments, losses, damages, liabilities, costs and
expenses, including, without limitation, interest, penalties and
attorneys' fees and expenses, that accrue in connection with the
Patent subsequent to the Effective Date.
This agreement shall be binding upon any permitted
successors and assigns of the parties. The parties shall
execute and deliver such further and additional instruments,
agreements, and other documents as may be necessary to evidence
or carry out the provisions of this agreement.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first hereinabove.
NuMedTec, Inc.
By: /s/Marcia Gaylor, President /s/ Marcia Gaylor,
Personally
Repro-Med Systems, Inc.
By: /s/ Norman E. Rathfelder, Chief Financial
Officer
ASSIGNMENT AGREEMENT
This Assignment Agreement is entered into as of March 1st,
1999 (the "Effective Date"), between NuMedTec, Inc., an Illinois
corporation ("NuMed"), and Repro-Med Systems, Inc., a New York
corporation ("Repro-Med").
In consideration of the promises set forth below and other
valuable consideration, NuMed hereby assigns and transfers to
Repro-Med all right, title and interest in and to The Tooling
for the PRO-LONG Ring in compliance with Patent # Des. 343,246
with Date of Patent - January 11, 1994 and attendant rights
associated with the Tooling that are the subject of that certain
Asset Purchase Agreement between the parties as of the Effective
Date.
Repro-Med hereby accepts the assignment of the Tooling
rights and the transfer of pertinent records and files as of the
Effective Date and agrees to thereafter perform all the terms,
conditions and covenants of the Tooling which were to be
performed by NuMed.
NuMed shall indemnify, defend and hold Repro-Med harmless
from and against all demands, claims, actions or causes of
action, assessments, losses damages-liabilities, costs and
expenses, including, without limitation, interest, penalties and
attorneys, fees and expenses, that accrue in connection with the
Tooling prior to and including the Effective Date.
Repro-Med shall indemnify, defend and hold NuMed harmless
from and against all demands, claims, actions or causes of
action, assessments, losses, damages, liabilities, costs and
expenses, including, without limitation, interest, penalties and
attorneys' fees and expenses, that accrue in connection with the
Tooling subsequent to the Effective Date.
This agreement shall be binding upon any permitted
successors and assigns of the parties. The parties shall
execute and deliver such further and additional instruments,
agreements, and other documents as may be necessary to evidence
or carry out the provisions of this agreement.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first hereinabove.
NuMedTec, Inc.
By: /s/ Marcia Gaylor, President /s/ Marcia Gaylor,
Personally
Repro-Med Systems, Inc.
By: /s/ Norman E. Rathfelder, Chief Financial
Officer
ASSIGNMENT AGREEMENT
This Assignment Agreement is entered into as of March 1st, 1999 (the
"Effective Date"), between NuMedTec, Inc., an Illinois corporation
("NuMed"), and Repro-Med Systems, Inc., a New York corporation ("Repro-
Med").
In consideration of the promises set forth below and other valuable
consideration, NuMed hereby assigns and transfers to Repro-Med all right,
title and interest in and to The Trademark "PRO-LONG" "for: Medical
apparatus in the form of an elastic ring for the constriction of blood
flow from the penis, in class 10 (U.S. CL. 44)" Registration No. 1,709,294
with Date of Registration August 18, 1992 and attendant rights associated
with the Trademark that are the subject of that certain Asset Purchase
Agreement between the parties dated the Effective Date.
Repro-Med hereby accepts the assignment of the Trademark "PRO-LONG"
and the transfer of pertinent records and files as of the Effective Date
and agrees to thereafter perform all the terms, conditions and covenants
of the Trademark which were to be performed by NuMed.
NuMed shall indemnify, defend and hold Repro-Med harmless from and
against all demands, claims, actions or causes of action, assessments,
losses damages-liabilities, costs and expenses, including, without
limitation, interest, penalties and attorneys, fees and expenses, that
accrue in connection with the Trademark prior to and including the
Effective Date.
Repro-Med shall indemnify, defend and hold NuMed harmless from and
against all demands, claims, actions or causes of action, assessments,
losses, damages, liabilities, costs and expenses, including, without
limitation, interest, penalties and attorneys' fees and expenses, that
accrue in connection with the Trademark subsequent to the Effective Date.
This agreement shall be binding upon any permitted successors and
assigns of the parties. The parties shall execute and deliver such
further and additional instruments, agreements, and other documents as may
be necessary to evidence or carry out the provisions of this agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first hereinabove.
NuMedTec, Inc.
By: /s/Marcia Gaylor, President /s/ Marcia Gaylor, Personally
Repro-Med Systems, Inc.
By: /s/ Norman E. Rathfelder, Chief Financial Officer
<PAGE>
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.
REPRO-MED SYSTEMS, INC.
/s/ Andrew I. Sealfon
Andrew I. Sealfon, President
Dated: June 10, 1999
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.
/s/ Andrew I. Sealfon June 10, 1999
- -----------------------------
Andrew I. Sealfon, President, Treasurer, Chairman of
the Board, Director, and Chief Executive Officer
/s/ Norman E. Rathfelder June 10, 1999
- ----------------------------
Norman E. Rathfelder, Secretary and Chief Financial
Officer
/s/ John F. Carlson June 10, 1999
- --------------------------------
John F. Carlson, Director
/s/ Dr. Paul Mark Baker June 10, 1999
- --------------------------------
Dr. Paul Mark Baker, Director
/s/ Remo Spagnoli June 10, 1999
- -------------------------------
Remo Spagnoli, Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-END> FEB-28-1999
<CASH> 683,321
<SECURITIES> 0
<RECEIVABLES> 123,446
<ALLOWANCES> (2,976)
<INVENTORY> 573,560
<CURRENT-ASSETS> 1,727,488
<PP&E> 1,166,081
<DEPRECIATION> 643,420
<TOTAL-ASSETS> 2,318,632
<CURRENT-LIABILITIES> 881,021
<BONDS> 0
0
100
<COMMON> 221,420
<OTHER-SE> 315,147
<TOTAL-LIABILITY-AND-EQUITY> 2,318,632
<SALES> 1,725,035
<TOTAL-REVENUES> 1,725,035
<CGS> 1,186,555
<TOTAL-COSTS> 2,587,349
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 131,302
<INCOME-PRETAX> (830,127)
<INCOME-TAX> (494,342)
<INCOME-CONTINUING> (1,324,469)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,324,469)
<EPS-BASIC> (0.06)
<EPS-DILUTED> (0.05)
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