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U. S. SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended March 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from __________ to __________
Commission file number 0-12992
SYNTHETECH, INC.
(Name of small business issuer in its charter)
84-0845771
Oregon
(State or other jurisdiction (I.R.S. Employer Identification
No.)
of incorporation or organization)
1290 Industrial Way, Albany, 97321
Oregon
(Address of principal executive (Zip Code)
offices)
Issuer's telephone number: 541/967-6575
Securities registered pursuant to None
Section 12(b) of the Act:
Securities registered pursuant to
Section 12(g) of the Exchange Act:
Common Stock, $.001 Par Value
(Title of class)
Check whether issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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. [ X ]
Issuer's revenues for its most recent fiscal year: $8,472,000
As of May 30, 1996, the aggregate market value of the voting stock held
by nonaffiliates of the registrant was $68,776,654 based upon $8.50 per
share (the average of the closing bid and asked prices reported for such
date on Nasdaq).
The number of the shares of the Company's Common Stock outstanding on May
30, 1996 was 13,510,736.
Transitional Small Business Disclosure Format (check one): YES NO X
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EXPLANATORY NOTE
The following paragraph with regard to Charles B. Williams set forth in
Part III, Item 9 is hereby amended in its entirety as follows:
Charles B. Williams. Mr. Williams has served as Vice
President of Administration and Finance and Treasurer since 1990.
In 1995, he became the Secretary of the Company and in July 1995,
he also became Chief Financial Officer. Mr. Williams is
responsible for accounting, administration, finance, personnel
and information systems. From 1988 to 1990, Mr. Williams served
as the Controller. Prior thereto, he was Controller for White's
Electronics, Inc. of Sweet Home, Oregon for 5 years. His
responsibilities at White's Electronics included accounting, data
processing, personnel and finance. From 1976 to 1983, he held
several accounting and financial positions with Teledyne Wah
Chang, a metals producer in Albany, Oregon. Mr. Williams earned
his B.S. in Economics and M.B.A. from Oregon State University.
In addition, Exhibit 23 was incorrectly listed as Exhibit 24 on the Index
of Exhibits originally filed. A corrected Index of Exhibits is refiled
herewith.
The undersigned hereby amends its Annual Report on Form 10-KSB for the
fiscal year encded March 31, 1996 pursuant to Regulation 240.12b-15 of the
Securities Exchange Act of 1934.
The Registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 21, 1996 SYNTHETECH, INC.
(Registrant)
By /s/ Charles B. Williams
Vice President of Finance and
Administration, Chief Financial
Officer, Secretary and Treasurer
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INDEX TO EXHIBITS
SequentiaL
Page
No.
3(i)(1)1 Articles of Incorporation of Synthetech, Inc., as
amended
3(ii)(7) Bylaws of Synthetech, Inc., as amended
10.1(2,3) License Agreement dated March 16, 1990 between
Synthetech, Inc. and Miwon Co. Ltd.
10.2(2,4) Supply Agreement dated January 3, 1989 between
Synthetech, Inc. and Biomeasure, Incorporated
10.3(2,4) License Agreement dated January 3, 1989 between
Synthetech, Inc. and Biomeasure, Incorporated
10.4(2,+) Synthetech, Inc. Amended and Restated 1984 Stock
Option and Bonus Plan
10.5(5,+) Synthetech, Inc. 1990 Stock Option Plan
10.6(6) Stock and Warrant Purchase Agreement dated as of
August 23, 1991 between the Company and JB
Partners, a general partnership formed under the
laws of the State of New York ("JB")
10.7 Amendment No. 1 to Stock and Warrant Purchase
Agreement between the Company and JB dated as of
March 26, 1996 34
10.8(6) Agreement dated September 30, 1991 Among Certain
Shareholders of the Company
10.9(6) Warrant dated January 7, 1992 to purchase 25,000
shares of Common Stock issued to Page E. Golsan,III
10.10(8)Agreement and Release dated as of March 31, 1995
between Synthetech, Inc. and Paul C. Ahrens (the
"Ahrens Agreement")
10.11 Addendum to Ahrens Agreement dated as of April 1,
1996 36
10.12(8,+) 1995 Incentive Compensation Plan
10.13 Warrant dated _______ to purchase 100,000 shares
of common stock issued to Emanuel & Company 38
10.14 U.S. Bank Line of Credit 44
23 Consent of Arthur Andersen LLP 55
__________________________
(+) Management contract or compensatory plan.
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(1) Incorporated by reference to the exhibits filed with registrant's
Annual Report on Form 10-K for the fiscal year ended March 31, 1991.
(2) Incorporated by reference to the exhibits filed with registrant's
Annual Report on Form 10-K for the fiscal year ended March 31, 1990.
(3) Confidential treatment of certain portions of this document was granted
by the Commission on May 7, 1990 (File No. 33-27566).
(4) Confidential treatment of certain portions of this document was granted
by the Commission on January 10, 1990 (File No. 33-27566).
(5) Incorporated by reference to Exhibit A to the definitive copy
of registrant's Proxy Statement (dated October 23, 1990) for the 1990
Annual Meeting of Shareholders.
(6) Incorporated by reference to the exhibits filed with registrant's
Annual Report on Form 10-K for the fiscal year ended March 31, 1992.
(7) Incorporated by reference to the exhibits filed with registrant's
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1994.
(8) Incorporated by reference to the exhibits filed with registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1995.
