SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1 to
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For quarter ended January 31, 1997
Commission File Number 0-14026
DALTEX MEDICAL SCIENCES, INC.
(Exact Name of Registrant As Specified In Its Charter)
Delaware 13-3174562
(State of Incorporation) (IRS Employer Identification No.)
50 Kulick Road
Fairfield, New Jersey 07004
(Address of Principal Executive Offices)
(201) 227-5066
(Registrant's telephone number, including area code)
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the registrant's
classes of Common Stock, as of the latest practicable date.
Class Outstanding at March 7, 1997
Common Stock, par value $.01
per share 8,632,699
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DALTEX MEDICAL SCIENCES, INC.
INDEX
Page
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 1
(i)
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PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
6.1 - License Amendment Agreement dated February 3, 1997, effective as
of January 1, 1994, to the License Agreement dated May 1992 between
Daltex Medical Sciences, Inc. and W.L. Gore & Associates, Inc.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended January 31,
1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DALTEX MEDICAL SCIENCES, INC.
Date: March 25, 1997 By: /s/ Diane E. Fritz
Diane E. Fritz
Vice President and
Assistant Corporate Secretary
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EXHIBIT 6.1
LICENSE AMENDMENT AGREEMENT
THIS AGREEMENT, dated February 3, 1997, and effective as of
January 1, 1994, amends the License Agreement dated May, 1992 between Daltex
Medical Sciences, Inc. ("Daltex"), a Delaware corporation having a place of
business at 50 Kulick Road, Fairfield, NJ 07004 ("Licensor") and W.L. Gore &
Associates, Inc. ("Gore"), a Delaware corporation having a place of business at
1500 North Fourth Street, Flagstaff, AZ 86002 ("Licensee").
WHEREAS, Licensor and Licensee have previously entered into a
License Agreement dated May 1992 ("1992 License Agreement") relating to certain
technology set forth therein and which remains in full force and effect;
WHEREAS, Licensor and Licensee, to their mutual benefit,
desire to modify certain aspects of the 1992 License Agreement;
NOW, THEREFORE, in consideration of the above premises and the
mutual covenants and conditions hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
the execution and delivery hereof, the parties hereby covenant and agree as
follows:
Section 1.b is hereby amended to read:
"Licensed Products" shall mean any product, good, or item
within the Field (as defined below), produced in whole or in part, using a part
or all of the technology embodied in Licensed Patents, and made of, but not
limited to, Fluorinated Hydrocarbons (including, but not limited to, PTFE,
ePTFE, FEP, PFA, HFP and VF).
Schedule 1 is hereby amended to read:
Segment Development Fee Royalty Payment
1. Patches $15,000.00/year $8.00/per unit sold
A. Soft Tissue: Includes Gore patch products used in the
following applications:
i) Reconstruction of hernias and soft tissue deficiencies, such
as abdominal wall defects, diaphragmatic hernia,
laparoscopic hernia, pelvic floor and lid reconstruction,
ventral hernia, laparoscopic inguinal hernia, muscle flap
reconstruction, vaginal prolapse, rectal prolapse, scrotal
hernia, gastric banding and temporary facial bridging; and
ii) Plastic and reconstructive surgery, such as malarplasty,
mentoplasty, rhinoplasty, maxilloplasty, frontal defects,
reconstructive lip augmentations, orbital repair, facial
folds, facial slings and auricuoplasty.
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B. Cardiovascular: Includes Gore patch products used in
cardiovascular and cardiac patching, such as carotid patch, angioplasty,
profundaplasty, AV access graft patching, septal defects, outflow tracts,
aneurysm repair and other patch angioplasty.
C. Surgical Membrane/Adhesion Limiting: Includes Gore patch
products used in the following applications:
i) Reconstruction or repair of the peritoneum, where minimal
adhesions to a prosthetic material are desired, such as
infertility surgery, gynecological surgery and gynecological
and surgical oncology;
ii) Temporary or permanent prosthesis for the repair of dura
mater during neurosurgery, such as tumor resection, tethered
cord releases, trauma repair and Chiari decompression;
iii) Reconstruction of the pericardium where minimal adhesions
are desired; and
iv) Wrap for pedicled arterial conduits.
Segment Development Fee Royalty Payment
2. Vascular Grafts $15,000.00/year $9.00/per unit sold
Includes Gore vascular graft products used as vascular protheses,
such a peripheral, dialysis, aortic, extra-anatomic, venous, aorto-pulmonary
shunts, subclavian-pulmonary shunts and innominate-pulmonary shunts.
Segment Development Fee Royalty Payment
3. Nonabsorbent Sutures $15,000.00/year $0.15/per unit sold
Includes Gore suture products used for all types of soft tissue
approximation, such as cardiac, endovascular, peripheral vascular, vascular,
soft tissue repair, neurosurgery, plastic and reconstructive surgery,
gynecological, oncological and orthopedic.
4. For all products within Product and Market Application
Segments not specifically listed above, but which are covered by the Licensed
Patents, the royalty rate shall be five (5%) percent of Gore's selling price.
All other terms, conditions and provisions of the License
Agreement of May 1992 remain unchanged.
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IN WITNESS WHEREOF, Daltex and Gore have executed this License
Amendment Agreement as of the date set forth above.
ACCEPTED AND AGREED:
DALTEX MEDICAL SCIENCES, INC.
Dated: February 3, 1997 /s/ Bruce Hausman
Bruce Hausman, President
W.L. GORE & ASSOCIATES, INC.
Dated: February 3, 1997 /s/ Larry Forbach
Larry Forbach
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