<PAGE> 1
THIS DOCUMENT IS A COPY OF THE AMENDMENT TO FORM 10-KSB FILED ON
SEPTEMBER 29, 1995 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB-A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MAY 31, 1995
[ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 2-86149
SELVAC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2408186 .
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
221 Boston Post Road
Marlboro, Massachusetts 01752
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 481-9495
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common stock, $.01 par value
Common stock purchase warrant, entitling the holder to purchase
one share of common stock at $1.25 per share to December 7, 1996
Unit, consisting of (a) four shares of common stock and (b) four
common stock purchase warrants
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes X No __
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year. $2,744,620
The appropriate aggregate market value of the voting stock of the
Registrant held by nonaffiliates of the Registrant as of July 31, 1995
(based upon the closing bid and asked prices as reported by the National
Association of Securities Dealers Automatic Quotation System) was
approximately $ 1,937,043.
The number of shares outstanding of each of the registrant's claims of
stock, as of July 31, 1995, is 13,723,126
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PART III
ITEM 9
INFORMATION CONCERNING DIRECTORS AND OFFICERS
The following information sets forth the names of the directors and
officers of the Company including their positions with the Company,
their principal occupation for the past five years, their ages, the name
of other public corporations of which they are directors, the number of
shares of Common Stock of the Company owned by them and the percentage
of the class those shares represent.
<TABLE>
<CAPTION>
Position with Director Percent
Name the Company Shares Owned Since of Class
<S> <C> <C> <C> <C>
Allan Borkowski Chairman of the Board & 1,003,651 (1) 1982 7.32%
age 54 Chief Financial Officer
James J. Leonard Director, President and 1,768,000 (2) 1989 12.89%
age 48 Chief Executive Officer
Paul W. Hartloff, Jr. Director and Secretary 151,000 (3) 1989 1.10%
age 62
Donald Duberstein Director 677,000 (4) 1989 4.94%
age 44
Joseph J. Saviano Director 411,266 (5) 1986 3.00%
age 64
Stanley Youdelman Director 202,166 (6) 1982 1.47%
age 55
</TABLE>
(1) Includes certain shares owned by Mr. Borkowski's family: (a) 115,500
shares of Common Stock, (b) 1,500 shares of Series A Preferred Stock
convertible into 24,000 shares of Common Stock and (c) 2,000 shares of
1985 Series Preferred Stock convertible into 32,000 shares of Common
Stock. Mr. Borkowski disclaims any beneficial interest in the
securities owned by his family. Does not include shares owned by
Optivest Technologies Corp. (Optivest), of which Mr. Borkowski is Chief
Financial Officer and a Director.
(2) Includes 140,000 shares held by Mr. Leonard's two sons, in which he
disclaims any beneficial interest. Also includes 800,000 shares held by
Friedman, Manger & Co., Inc. of which company Mr. Leonard is a
principal. Does not include shares owned by Optivest, of which Mr.
Leonard is President and Director.
(3) Includes (a) 2,000 shares of 1985 Series Preferred Stock convertible
into 32,000 shares of Common Stock and (b) 36,000 shares held by a trust
in which Mr. Hartloff had voting power but no other beneficial interest.
(4) Includes 76,500 shares of Common Stock owned by Mr. Duberstein's
wife, and 125,000 by his wife as trustee for their children under the
New York Uniform Gift to Minors Act.
(5) Includes 75,000 shares issuable upon the exercise of an option to
Mr. Saviano. Issued shares are held by Mr. & Mrs. Joseph Saviano as
joint tenants with rights of survivorship.
(6) Includes 32,000 shares of Common Stock issuable upon the conversion
of Series A Preferred Stock. Does not include 24,000 shares of Common
Stock and 500 shares of 1985 Series Preferred Stock held by Mr.
Youdelman's spouse of which Mr. Youdelman disclaims beneficial interest.
<PAGE> 3
Allan Borkowski has been the Chairman since the Company's inception and
Chief Financial Officer since July, 1989. He was Chief Executive
Officer from inception of the Company to July 1, 1992. Since June, 1982
he has been Chairman and Chief Executive Officer of Optivest
Technologies Corp.
James J. Leonard became Chief Executive Officer on July 1, 1992 and
President of the Company on September 14, 1993. For over five years,
prior to June 30, 1989, he was the principal stockholder and president
of Friedman, Manger & Co., Inc. an investment banking firm. He is also
President of JJL Consultants, Inc., a financial investment company, and
since July of 1989 he has been President and Director of Optivest
Technologies Corp.
Donald Duberstein, real estate developer, has, for more than five years,
been President of Gentry Properties Ltd., White Plains, New York, which
constructs houses principally in Westchester County, New York. He is
also President of IMCO Realty Corp. of White Plains, a real estate
broker.
Paul W. Hartloff, Jr., an attorney, became Secretary on May 17, 1993.
He has been, for more than five years, a senior partner of he law firm
of Schramm & Raddue, Santa Barbara, California. He is a Director of
Circon Corporation.
Joseph J. Saviano has for more than five years been a private investor
and real estate developer and manager. Mr. Saviano was President of
Mehl International Corporation and Nutrolysis International Corporation
prior to their acquisition by the Company in April, 1985. Mr. Saviano
is the President of the new Alliance Insurance Company of Florida.
Stanley J. Youdelman, D.D.S., has been an oral and maxillofacial surgeon
for more than 20 years. He is chief of Oral Surgery at St. John's
Episcopal Hospital in Smithtown, L.I., New York. He is also professor
of Clinical Dentistry at the Dental School of the Stony Brook Division
of the State University of New York, and past president of the Suffolk
Academy of Medicine as well as the Suffolk County Dental Society. Dr.
Youdelman is the Chief Financial Officer of North Shore Surgicenter,
Long Island, New York and a director of Vicon Fiber Optics Corp.
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ITEM 10
EXECUTIVE COMPENSATION
James J. Leonard, Chief Executive Officer of the Company received salary
payments of $75,000 for each of the fiscal years ended May 31, 1995,
1994 and 1993, constituting his sole compensation from the Company for
these periods. No executive officer of the company received a total
salary and bonus in excess of $100,000 for any of the years in the three
year period ending May 31, 1995.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
executive offices and directors of the company and persons who own more
than ten percent of the Company's Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commissions. Such executive officers, directors and greater than ten-
percent stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company and other information which has been made available to the
Company and other information which has been made available to the
Company, the Company believes that during the year ended May 31, 1995,
all Section 16(a) filing requirements applicable to the executive
officers and directors of the Company and greater than ten-percent
beneficial owners were complied with.
<PAGE> 5
ITEM 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On September 22, 1995, the Company had 13,711,526 shares of Common
Stock, 24,000 shares of Series A Preferred Stock and 24,500 shares of
1985 Series Preferred Stock outstanding.
The following table sets forth the name and address, number of shares
beneficially owned and percent of the class those shares represent for
each person known by the Company to be the beneficial owner of more than
5% of the outstanding Common Stock, Series A Preferred Stock or 1985
Series Preferred Stock as of September 22, 1995.
<TABLE>
<CAPTION>
Name and Address Shares
Title of Class of Beneficial Owner Beneficially Owned Percent of Class
<S> <C> <C> <C>
Common Stock Optivest Technologies Corp. 850,000 (1) 6.20%
151 East Main Street
Ramsey, NJ 07446
James J. Leonard 1,768,000 (2) 12.89%
151 East Main Street
Ramsey, NJ 07446
Allan Borkowski 1,003,651 (3) 7.32%
1 Horizon Road
Fort Lee, NJ 07024
Series A Alan H. Minion 3,000 12.50%
Preferred Stock 1530 Palisades Avenue
Fort Lee, New Jersey 07024
1985 Series Robert W. Bull 5,000 20.40%
Preferred Stock 116 Pinehurst Avenue
New York, New York 10033
Bruce Anton 2,000 8.16%
175 Bergen Blvd.
Fairview, NJ 07222
Harvey Anton 2,000 8.16%
175 Bergen Blvd.
Fairview, NJ 07222
Harold Gelb, DMD, P.C.
Pension Plan 2,000 8.16%
635 Madison Ave
New York, NY 10022
Paul W. Hartloff, Jr. 2,000 8.16%
P.O. Box 1260
Santa Barbara, CA 93102
</TABLE>
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On September 22, 1995 all officers, directors and nominees of the
Company, a group of six persons, owned beneficially 4,213,072 shares
which represents 30.7% of the outstanding shares of Common Stock.
(1) Does not include shares held by Allan Borkowski who is Chief
Executive Officer and Chairman of Optivest Technologies Corp.
(Optivest).
(2) Includes 140,000 shares held by Mr. Leonard's two sons, in which he
disclaims any beneficial interest. Also includes 800,000 shares held by
Friedman, Manger & Co., Inc., of which company Mr. Leonard is a
principal. Does not include shares owned by Optivest, of which Mr.
Leonard is President and Director.
(3) Includes certain shares owned by Mr. Borkowski's family; (a) 115,500
shares of Common Stock, (b) 1,500 shares of Series A Preferred Stock
convertible into 24,000 shares of Common Stock and (c) 2,000 shares of
1985 Series Preferred Stock convertible into 32,000 shares of Common
Stock. Mr. Borkowski disclaims any beneficial interest in the
securities owned by his family. Does not include shares owned by
Optivest.
ITEM 12
CERTAIN TRANSACTIONS
At May 31, 1995 CDF Acquisitions Corp. ("CDF"), a Company owned one
third each by Michael Freedman, formerly President, Chief Operating
Officer and a director of Selvac, Donald Duberstein, a director of
Selvac, and Bernard Condelli, former Chief Financial Officer of Selvac,
is indebted to Selvac for $350,000 plus accrued interest of $95,833 at a
floating interest rate fixed annually at the prime rate, under a
promissory note arising from the May 31, 1991 transaction whereby Selvac
sold the business and assets of Beauty Resources of Delaware, Inc. to
CDF. The maximum unpaid principal and accrued interest on this note
during the year ended May 31, 1994 was $445,833.
In June 1995, the note was renegotiated and the Company received
$112,500 in cash and 200,000 shares of its own common stock, valued at
$37,500, which are to be applied towards the outstanding principal
balance. Under the new agreement, the remaining outstanding principal
balance is payable in four installments of $50,000 in December 1995,
1996, 1997 and June 1998. Accrued interest at May 31, 1995, plus
additional interest at 9% through June 1996 and 7% thereafter is payable
at $50,000 in December 1996 with the remaining outstanding balance due
in December 1997.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: September 27, 1995 SELVAC CORPORATION
(Registrant)
By: Allan Borkowski
Allan Borkowski,
Chairman of the
Board of Directors and
Chief Financial Officer
