As Filed with the Securities and Exchange Commission on April 28, 1998
File No. 000-23425
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(b) OR 12(g) OF THE SECURITIES ACT OF 1934
BURZYNSKI RESEARCH INSTITUTE, INC.
-------------------------------------
(Name of small business issuer in its Charter)
Delaware 76-0136810
- ------------------------------------ ----------------
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer
Identification No.)
12000 Richmond Avenue, Houston, Texas
- ---------------------------------------------
77082-2431
- ----------
(Address of Principal Executive Offices)
(Zip Code)
(281) 597-0111
----------------------
(Issuer's Telephone No.)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so Registered Each Class is to be
---------------------- ------------------------
Registered
------
None N/A
- --------------------------- -----------------------------
Securities to be Registered under Section 12(g) of the Act:
Common Stock, $.001 par value
-----------------------------------------------------
(Title of Class)
(Title of Class)
1
F-2
--ooOoo--
C 0 N T E N T S
----------------------
Page
----
Report of Independent Auditors 2
Combined Balance Sheet 3
Combined Statements of Operations 4
Combined Statements of Stockholders' Deficit 5
Combined Statements of Cash Flows 6
Notes to Combined Financial Statements 7-14
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
of Burzynski Research Institute, Inc.
We have audited the accompanying combined balance sheets of Burzynski Research
Institute, Inc. and S.R. Burzynski, M.D., Ph.D., Clinical Trials (the Company)
as of February 28, 1997 and February 29, 1996, and the related combined
statements of operations, stockholders' deficit, and cash flows for the years
then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Burzynski Research
Institute, Inc. and S.R. Burzynski, M.D., Ph.D., Clinical Trials as of
February 28, 1997 and February 29, 1996 and the results of their combined
operations and their combined cash flows for the years then ended, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred losses from operations, has a
working capital deficit and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Seitz & DeMarco, P.C.
- ------------------------------
Seitz & DeMarco, P.C.
Certified Public Accountants
Houston, Texas
April 14, 1998
<PAGE>
BURZYNSKI RESEARCH INSTITUTE, INC.
COMBINED BALANCE SHEETS
FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
1997 1996
---- ----
ASSETS
Current assets
Cash and cash equivalents (Note 1) $ 15,716
- --------------
$ 5,945
- ---------------
Total current assets 15,716
5,945
Property and equipment, net of accumulated depreciation
and amortization (Notes 1,3 and 7) 653,799
699,818
Other assets 9,032 29,564
--------------- --------------
Total assets $ 678,547 $
= ============= =
735,327
==
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable (Note 4) $ 164,000 $
164,000
Current maturities of long-term debt (Note 5 and 10)
2,796 3,282
Current portion of capital lease obligations (Note 7)
65,066 92,238
Accounts payable (Note 11) 793,428
443,831
Accrued liabilities 468,716
-------------
422,291
-
Total current liabilities 1,494,006
1,125,642
Long-term debt, less current maturities (Notes 5 and 10)
10,280 13,076
Capital lease obligation, less current portion (Note 7)
137,495 184,044
Commitments and contingencies (Notes 12 and 14) -
-------------
-
-------------
Total liabilities 1,641,781
1,322,762
Stockholders' deficit
Common stock, $.001 par value; 200,000,000 shares
authorized, 131,289,444 shares issued and outstanding
131,289 131,289
Additional paid-in capital 24,851,023
17,273,782
Retained deficit (25,945,546) (17,992,506)
------------- -------------
Total stockholders' deficit (963,234)
(587,435)
Total liabilities and stockholders' deficit $
=
678,547 $ 735,327
==== = =============
The accompanying notes are an integral part of these combined financial
statements
<PAGE>
BURZYNSKI RESEARCH INSTITUTE, INC.
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
1997 1996
---- ----
Revenue
Other income $ 170 $
- ---------------- -
15,223
-
Total revenue 170
15,223
Operating expenses
Research and development (Notes 1and 11) 6,735,605
5,713,241
General and administrative 983,154
1,206,326
Depreciation (Note 3) 234,451
-------------
262,179
---
Total operating expenses 7,953,210
-------------
7,181,746
---------
Net loss before provision for tax (7,953,040)
(7,166,523)
Provision for tax (Notes 1 and 8) -
--------------
19,650
------
Net loss $ (7,953,040) $ (7,186,173)
= ============== = ==============
Earnings per share information:
Net loss per share $ (0.0606) $
= =============== =
(0.0547)
==
The accompanying notes are an integral part of these combined financial
statements
<PAGE>
BURZYNSKI RESEARCH INSTITUTE, INC.
COMBINED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
Additional
Common Paid-in Retained
Stock Capital Deficit
----- ------- -------
Balance February 28, 1995 $ 131,289 $
10,518,018 $ (10,806,333)
FDA clinical trial expenses paid directly by
S.R. Burzynski M.D., Ph. D. 6,755,764
Net loss (7,186,173)
--------------
Balance February 29, 1996 131,289
17,273,782 (17,992,506)
FDA clinical trial expenses paid directly by
S.R. Burzynski M.D., Ph. D. 7,577,241
Net loss (7,953,040)
------------
Balance February 28, 1997 $ 131,289 $
= ============= =
24,851,023 $ (25,945,546)
==== = =============
The accompanying notes are an integral part of these combined financial
statements
<PAGE>
BURZYNSKI RESEARCH INSTITUTE, INC.
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (7,953,040) $ (7,186,173)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 234,451 262,179
(Increase) decrease in
Other current assets -
181,935
Other assets 20,532
(4,514)
Increase (decrease) in
Accounts payable 349,597
322,450
Accrued liabilities 46,425
--------------
(133,376)
-------
NET CASH USED BY OPERATING ACTIVITIES (7,302,035)
(6,557,499)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (166,755)
--------------
(127,496)
--------------
NET CASH USED BY INVESTING ACTIVITIES (166,755)
(127,496)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt -
17,500
Payments on long-term debt (3,282)
(1,142)
Payments on short-term debt -
(10,000)
Payments on capital lease obligations (95,398)
(79,842)
Additional paid-in capital 7,577,241
-------------
6,755,764
--------
NET CASH USED BY FINANCING ACTIVITIES 7,478,561
-------------
6,682,280
-------------
NET INCREASE (DECREASE) IN CASH 9,771
(2,715)
CASH AT BEGINNING OF YEAR 5,945
---------------
8,660
-----
CASH AT END OF YEAR $ 15,716 $
= ============== =
5,945
====
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash Paid During the Year For:
Income taxes $ 32,000 $
Interest $ 36,097 $ 41,926
SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Equipment acquired under capital lease obligation $
21,677 $ 194,674
The accompanying notes are an integral part of these combined financial
statements
<PAGE>
BURZYNSKI RESEARCH INSTITUTE, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
1. Summary of Significant Accounting Policies:
Basis of Combination
The combined financial statements of Burzynski Research Institute, Inc. (the
Company) include the accounts of Burzynski Research Institute, Inc., a
Delaware corporation; and those of S.R. Burzynski, M.D., Ph.D. (Dr. Burzynski)
related to the conduct of FDA approved clinical trials for antineoplaston
drugs used in the treatment of cancer and other diseases. Accounts related to
Dr. Burzynski's medical practice have not been included in these financial
statements. Dr. Burzynski is the President, Chairman of the Board and owner
of over 80% of the outstanding stock of Burzynski Research Institute, Inc.,
and also is the inventor and original patent holder of certain drug products
known as "antineoplastons". All significant intercompany transactions and
balances have been eliminated.
Business Activity
The Company holds the exclusive right in the United States, Canada and Mexico
to use, manufacture, develop, sell, distribute, sublicense and otherwise
exploit all the rights, titles and interest in antineoplaston drugs used in
the treatment of cancer, once the drug is approved for sale by the United
States Federal Drug Administration. The Company is primarily engaged as a
research and development facility of drugs currently being tested for the use
in the treatment of cancer, and provides consulting services.
Property and Equipment
Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets which range
from 5 to 31.5 years. Expenditures for major renewals and betterments that
extend the useful lives of property and equipment are capitalized; maintenance
and repairs are charged against earnings as incurred. Upon disposal of
assets, the related cost and accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized currently.
Research and Development
Research and development cost are charged to operations in the year incurred.
Equipment used in research and development activities, which have alternative
uses, are capitalized.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
Income Taxes
The Company uses the liability method of accounting for income taxes, under
which deferred income taxes are recognized for the tax consequences of
temporary differences by applying the enacted statutory tax rate applicable to
future years to differences between financial statement carrying amounts and
the tax basis of existing assets and liabilities. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount
expected to be realized. Income tax expense is the tax payable or refundable
for the period plus or minus the change during the period in deferred tax
assets and liabilities. The accounts of S.R. Burzynski, M.D., Ph.D., related
to the conduct of FDA approved clinical trials are taxed directly to Dr.
Burzynski and are not included in the Company's tax provision.
Management Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses during
the reported periods. Actual results could differ from those estimates.
2. Basis of Presentation:
The Company has prepared its financial statements on the basis that it will
continue as a going concern. As of February 28, 1997, the Company had a
working capital deficit of approximately $1,480,000, an accumulated deficit of
approximately $25,945,000. For the years ended February 28, 1997 and February
29, 1996, the Company incurred losses of approximately $7,953,000 and
$7,186,000, respectively. Effective March 1, 1997 the Company entered into an
agreement with Stanislaw R. Burzynski M.D., Ph.D. in which Dr. Burzynski
agreed to fund the basic research costs, FDA related costs and provide
research and lab space for one year. Also, it is the intention of the
directors and management to seek additional capital through the sale of
securities. The proceeds from such sales will be used to fund the Company's
operating deficit until it achieves positive operating cash flow. There can
be no assurance that the Company will be able to raise such additional
capital, or that Dr. Burzynski will be able to continue to fund the basic
research and FDA related cost.
3. Property and Equipment:
Property and equipment consisted of the following:
Estimated
Useful Lives 1997
----
1996
-
Production equipment 5 - 10 years $ 3,259,622 $
3,259,622
Leasehold improvements 5 - 31.5 years 1,568,442
1,528,780
Furniture and equipment 5 - 10 years 603,367
321,691
Equipment under capital lease 4 - 5 years 288,943
---------------
422,019
- --------------
Total property and equipment 5,720,374
5,532,112
Accumulated depreciation and amortization (5,066,575)
--------------
(4,832,294)
- ----------
$ 653,799 $ 699,818
==================== =============
Depreciation and amortization expense for the years ended February 28, 1997
and February 29, 1996 was $234,451 and $262,179, respectively.
4. Notes Payable:
Notes payable consisted of the following:
1997 1996
---- ----
Note payable to an individual dated April 27,
1992, unsecured, bearing interest of 6.75% due
annually. The note is due on demand. $ 100,000 $
100,000
Note payable to an individual dated August 11,
1992, unsecured, bearing no interest due on
demand, with monthly principal payments of
$2,000 if funds are available. 64,000
----------------
64,000
- ------
$ 164,000 $ 164,000
==================== =============
5. Long-Term Debt:
Long-term debt consisted of the following:
1997 1996
---- ----
Note payable to a bank dated November 25,
1994, unsecured, and bearing interest at the
banks base rate plus 3.45% (approximately
12%) due in 36 monthly installments beginning
November 25, 1995 of 3% of the unpaid balance
plus interest with any unpaid balance due
November 25, 1998. The note is guaranteed by
the Company's majority shareholder. $ 13,076 $
16,358
Less : Current maturities 2,796
----------------
3,282
- -----
$ 10,280 $ 13,076
===================== =====================
6. Employee Benefits:
The Company has a self funded employee benefit plan providing health care
benefits for all its employees. It also provides for them group dental
insurance, short-term and long-term disability insurance, and life insurance.
The Company pays 100% of the cost for its employees and 50% of any dependent
coverage. The plan has a $200 deductible and a maximum life time benefit of
$1,000,000 per covered participant. Due to stop-loss insurance, benefits
payable by the Company are limited to $12,500 per person during the policy
year. The Company charged to operations a provision of $97,257 for 1997 and
$97,073 for 1996, which represents the sum of actual claims paid and an
estimate of liabilities relating to claims, both asserted and unasserted,
resulting from incidents that occurred during the year.
7. Leases Commitments:
The Company leases certain equipment under agreements which are classified as
capital leases. Cost and accumulated amortization of such assets totaled
$288,943 and $422,019; $144,571 and $185,613, respectively, as of February
28, 1997 and February 29, 1996. Future minimum lease payments under
noncancelable lease agreements are as follows:
Fiscal year ending
February 28 or 29:
1998 $ 84,260
1999 76,775
2000 60,932
2001 16,348
2002 386
--------------
Total future minimum lease payments 238,701
Less amount representing interest 36,140
------------
Present value of future minimum lease payments 202,561
Less current portion of capital lease obligations 65,066
------------
Long-term capital lease obligations $ 137,495
==========
The Company leases laboratory facilities, office space and equipment under
agreements which are classified as operating leases. Rent expense incurred
under these leases was approximately $297,680 and $316,324 for the years ended
February 28, 1997 and February 29, 1996, respectively. All lease agreements
are on a month to month basis.
8. Income Taxes:
The actual income tax benefit attributable to the Company's losses for the
years ended February 28, 1997 and February 29, 1996, differ from the amounts
computed by applying the U.S. federal income tax rate of 34% to the pretax
loss as a result of the following:
1997 1996
- ---- ----
Expected benefit $ (2,704,034) $ (2,436,618)
Nondeductible expenses 1,509
319
Taxed directly to Dr. Burzynski 2,519,814
2,426,129
Change in valuation allowance 182,711
10,170
State franchise tax -
---------------
19,650
- ------
Income tax expense (benefit) $ - $ 19,650
================ ===============
The components of the Company's deferred income tax assets as of February 28,
1997 and February 29, 1996 were as follows:
1997 1996
---- ----
Deferred tax assets:
Net operating loss carryforwards $ 317,738 $
140,702
Excess book depreciation 26,416
21,501
Accrued expenses 90,615
89,855
Alternative minimum tax credit carryforwards 42,603
----------------
42,603
- ------
Total deferred tax assets 477,372
294,661
Less valuation allowance (477,372)
---------------
(294,661)
-------
Net deferred tax assets $ - $ -
============ =============
_
The Company's ability to utilize net operating loss carryforwards and
alternative minimum tax credit carryforwards will depend on its ability to
generate adequate future taxable income. The Company has no historical
earnings on which to base an expectation of future taxable income.
Accordingly, a valuation allowance for the total deferred tax assets has been
provided.
The Company has net operating loss carryforwards available to offset future
income in the amounts of $925,699 as of February 28, 1997. The net operating
loss carryforwards expire as follows:
Year ending
February 28, or 29,
2007 $ 18,371
2008 383,639
2011 11,818
2012 511,871
The Company has alternative minimum tax credit carryforwards of $42,603 and
investment tax credit carryforwards of $22,757. The investment tax credit
carryforwards expire between February 28, 1999 and February 28, 2001.
9. Economic Dependency:
The Company received the majority of its funding from Stanislaw Burzynski,
M.D., Ph.DDr. Burzynski contributed capital to fund costs over and above the
income received by the Company. The following is a summary of the capital
contributed by Stanislaw Burzynski, M.D., Ph.D.:
1997 1996
---- ----
Capital contributed $ 7,577,241 $
============ =
6,755,764
=
10. Fair Value of Financial Instruments:
Information regarding those financial instruments with fair values not equal
to their carrying value, none of which are held for trading purposes, are as
follows:
1997 1996
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ----- ------ -----
Noninterest bearing note payable $ 64,000 $ 58,420 $ 64,000
========== ========== ==========
$ 58,420
=============
11. Related Party Transactions:
Stanislaw Burzynski, M.D., Ph.D., is President, Chairman of the Board and
owner of over 80% of the Company's outstanding stock. Dr. Burzynski also is
the inventor and original patent holder of certain drug products known as
"antineoplastons". The Company has entered into a license agreement with Dr.
Burzynski which gives the Company the exclusive right in the United States,
Canada and Mexico to use, manufacture, develop, sell, distribute, sublicense
and otherwise exploit all of his rights, titles and interests in
antineoplaston drugs used in the treatment of cancer, including but not
limited to any patent rights which may be granted in these countries. The
license is terminable at the option of Dr. Burzynski, if he is removed as
Chairman of the Board or President of the Company, or if any shareholder or
group of shareholders acting in concert becomes the beneficial owner of the
Company's securities having voting power equal to or greater than the voting
power of the securities held by him. This license agreement was amended on
March 1, 1990 by granting to Dr. Burzynski the limited right to manufacture,
use, and exploit antineoplastons in the Company's exclusive territory solely
for the purpose of enabling Dr. Burzynski to treat patients in his medical
practice until the date on which the United States Federal Drug Administration
approves the sale of antineoplastons for the treatment of cancer in the United
States.
Effective January 23, 1992, the Company restructured its relationship with Dr.
Burzynski. As a result of the restructuring, all manufacturing was
transferred to Dr. Burzynski's medical practice and the Company began
operating solely as a research and development facility of antineoplastons for
the use in the treatment of cancer and also provides consulting services.
12. Litigation Matters:
The Company is involved in lawsuits arising in the ordinary course of
business. In the opinion of the Company's legal counsel and management, any
liability resulting from such litigation would not be material in relation to
the Company's financial position.
13. Subsequent Events:
Effective March 1, 1997 the Company ("BRI") entered into a research funding
agreement with Stanislaw R. Burzynski, M.D.Ph.D.("SRB") and terminated the
royalty agreement entered into on January 23, 1992 more fully described in
note 11. The research funding agreement states that SRB is the inventor and
original patent holder of certain drug products known as "antineoplastons" and
BRI owns the rights to exploit "antineoplastons" for the treatment of cancer
in the United States, Canada and Mexico. It also states that none of the drug
formulations are currently approved for interstate marketing by the U.S. Food
and Drug Administration, ("FDA") but SRB is currently the principal
investigator of approximately 74 FDA approved clinical trials, the purpose of
the clinical trials is to obtain said FDA approval; and it is mutually
advantageous that basic science research continue to develop, refine and
improve antineoplastons. BRI is willing to undertake such research but does
not currently have sufficient funds to conduct the research, and SRB is
willing to fund such research until a permanent source of financing is
obtained.
The parties agreed to the following:
1. BRI agrees to undertake all scientific research in connection with the
development of new or improved antineoplastons for the treatment of cancer.
BRI will hire such personnel as is required to fulfill its obligations under
the agreement.
2. SRB agrees to fund in its entirety all basic research which BRI
undertakes in connection with the development of other antineoplastons or
refinements to existing antineoplastons for the treatment of cancer.
3. As FDA approval of antineoplastons will benefit both parties, SRB
agrees to pay the expenses to conduct the clinical trials for BRI.
4. SRB agrees to provide BRI such laboratory and research space as BRI
needs at the Trinity Drive facility in Stafford, Texas, and such office space
as is necessary at Trinity Drive and at 12000 Richmond Avenue facility.
5. In the event the research described in the agreement results in the
approval of any additional patents, SRB shall own all such patents, but shall
license to BRI the patents based on the same terms, conditions and limitations
as is in the current license between the parties.
6. SRB shall have unlimited and free access to all equipment which BRI
owns, so long as such use is not in conflict with BRI's use of such equipment,
including without limitation to all equipment used in manufacturing of
antineoplastons used in the clinical trials.
7. The amounts which SRB is obligated to pay under the agreement shall be
reduced dollar for dollar by the following:
a. Any income which BRI receives for services provided to other companies
for research and/or development of other products, less such identifiable
marginal or additional expenses necessary to produce such income (such as
purchase of chemicals, products or equipment solely necessary to engage in
such other research and development activity).
b. The net proceeds of any stock offering or private placement
which BRI receives during the term of the agreement up to a maximum of
$1,000,000 in a given BRI fiscal year.
8. The initial term of the agreement is one year. The agreement will be
automatically renewable for three additional one year terms, unless one party
notifies the other party at least ninety days prior to the expiration of the
term of the agreement of its intention not to renew the agreement.
9. The agreement shall automatically terminate in the event that SRB owns
less than fifty percent of the outstanding shares of BRI, or is removed as
President and or Chairman of the Board of BRI, unless SRB notifies BRI in
writing his intention to continue the agreement notwithstanding this automatic
termination provision.
On February 10, 1998 Burzynski Research Institute, Inc. and Stanislaw R.
Burzynski settled their lawsuit with the Department of Health of the State of
Texas (DOH) which had been file in January 1992. The Company and Dr.
Burzynski agreed to pay reasonable attorneys fees and investigative expenses
in the amount of $50,000.
14. Commitments:
On March 25, 1997 the Company entered into a royalty agreement with Stanislaw
R. Burzynski, M.D.,Ph.D., whereby Dr. Burzynski will undertake to continue to
be the principal clinical investigator of FDA approved clinical trials, which
trials are necessary for obtaining FDA approval for interstate marketing and
distribution of antineoplastons. Upon receiving FDA approval for interstate
marketing and distribution, the Company agrees to pay to Dr. Burzynski a
royalty interest equivalent to 10% (ten percent) of the Company's gross
income, which royalty interest shall include gross receipts from all future
sales, distributions and manufacture of antineoplastons. Dr. Burzynski will
have the right to either produce antineoplaston products for use in his
medical practice to treat up to 1,000 patients without paying any fees to the
Company, or purchase from the Company antineoplaston products for use in his
medical practice to treat up to 1,000 patients at a price of the Company's
cost to produce the antineoplaston products plus 10% (ten percent). Dr.
Burzynski will also have the right to either lease or purchase all the
manufacturing equipment located at 12707 Trinity Drive, Stafford, Texas at a
fair market price. The Company will have the right to produce all
antineoplaston products to be sold or distributed in the U.S., Canada and
Mexico for the treatment of cancer. The Company will also have the right to
lease from Dr. Burzynski the entire premise located at 12707 Trinity Drive,
Stafford, Texas at arms-length terms at rates competitive with those available
in the market at that time, provided that Dr. Burzynski does not need the
facility for his use.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, hereunto duly authorized.
Burzynski Research Institute, Inc.
by: /s/Stanislaw R. Burzynski
---------------------------
Stanislaw R. Burzynski, President,
Chairman of the Board and Director
Date: April 23, 1998
Each person whose signature appears below constitutes and appoints Dr.
Burzynski his/her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, severally, for him/her in his/her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/Stanislaw R. Burzynski Date: April 23, 1998
- ---------------------------
Stanislaw R. Burzynski
President, Chairman of the Board and Director
/s/Tadeusz Bruzynski Date: April 23, 1998
- ---------------------
Tadeusz Burzynski
Senior Vice President and Director
/s/Dean Mouscher Date: April 23, 1998
- -----------------
Dean Mouscher
Secretary
/s/Barbara Burzynski Date: April 23, 1998
- ---------------------
Barbara Burzynski
Director
/s/Michael H. Driscoll Date: April 23, 1998
- ------------------------
Michael H. Driscoll
Director
/s/Carlton Hazelwood Date: April 23, 1998
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Carlton Hazelwood
Director
