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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K-A
(Amendment No. 1)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-13649
Cooper Life Sciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2563513
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
160 Broadway, New York, New York 10038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 791-5362
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
(Title of Class)
Preferred Stock Purchase Rights
(Title of Class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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-K. [X]
Aggregate market value of voting (common) stock held by non-affiliates of the
Registrant as of January 17, 1996: $9,816,914.
Number of shares outstanding of each of the Registrant's classes of Common Stock
as of January 17, 1996: 2,111,695.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual report Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for
the fiscal year ended October 31, 1995, as set forth in the pages attached
hereto:
ITEM 10. Directors and Executive Officers of the Registrant
ITEM 11. Management Remuneration and Transactions
ITEM 12. Security Ownership of Certain Beneficial Owners and Managers
ITEM 13. Certain Relationships and Related Transactions
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PART III
ITEM 10. Directors and Executive Officers of the Registrant
The individuals identified in the chart below constitute the current
directors and executive officers of the Company.
<TABLE>
<CAPTION>
Director
Name Age Since Office
---- --- -------- ------
<S> <C> <C> <C>
William L. Cohen 54 1993 Director
Moses Marx 60 1995 Director
Steven Rosenberg 47 1995 Director, Acting President,
Vice President and Chief
Financial Officer
Randolph B. Stockwell 48 1988 Director
</TABLE>
---------------------------
Mr. Cohen has been a director since July 1993. Mr. Cohen is President,
Chief Executive Officer and Chairman of the Board of Andover Togs, Inc., an
apparel manufacturing company, positions he has held for more than the past five
years.
Mr. Marx has been a director since May 1995. Mr. Marx has been a
general partner in United Equities Company (a securities brokerage firm) since
1954 and a general partner in United Equities Commodities Company (a commodities
brokerage firm) since 1972. He is also President of Momar Corp. (an investment
company). Mr. Marx is a director of Bio Technology general Corp. (a developer
and manufacturer of biotechnology products) and The Cooper Companies, Inc. (a
developer and manufacturer of healthcare products).
Mr. Rosenberg has been Vice President and Chief Financial Officer of
the Company since 1990 and since May 1995, he has also served as acting
President. Mr. Rosenberg has been a director since May 1995. From September 1987
through April 1990, he served as President and Director of Scomel Industries,
Inc., a company engaged in international marketing and consulting. Mr. Rosenberg
is a director of The Cooper Companies, Inc.
Mr. Stockwell has been a director since July 1988. He has been a
private investor for over ten years. He has served in various capacities with
the Community Bank, a commercial bank, from September 1972 to January 1987.
There are no family relationships among any of the Company's current
directors or executive officers.
ITEM 11. Management Remuneration and Transactions
Executive Compensation
SUMMARY COMPENSATION TABLE
The table below shows compensation paid in or with respect to each of
the last three fiscal years to the person who served as the Company's chief
executive officer during fiscal 1995. No executive officer received annual cash
compensation in excess of $100,000 during fiscal 1995.
<TABLE>
<CAPTION>
Annual Compensation
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Name and
Principal Position Year Salary
- ------------------ ---- --------
<S> <C> <C>
Mel Schnell 1995 $ 60,000
President and 1994 $120,000
Chief Executive 1993 $120,000
Officer
Steven Rosenberg(1) 1995 $ 90,000
Acting President, 1994 $ 90,000
Vice President and 1993 $ 90,000
Chief Financial
Officer
</TABLE>
- ------------------
(1) Mr. Rosenberg assumed the position of Acting President in May 1995.
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OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1995
There were no option grants to any employee of the Company in fiscal
year ended October 31, 1995.
AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
OCTOBER 31, 1995 AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Acquired Options at Fiscal Year End at Fiscal Year End
Name On Exercise Exercisable/Unexercisable Exercisable/Unexercisable *
- ---- ----------- ------------------------- -------------------------
<S> <C> <C> <C>
Mel Schnell -0- 150,000 / 0 $225,000 / $ 0
Steven Rosenberg -0- 30,000 / 0 $ 22,500 / $ 0
</TABLE>
* Year-end values for unexercised in-the-money options represent the positive
spread between the exercise price of such options and the year-end market value
of the Common Stock.
Employment Agreements
During fiscal 1995, Mr. Schnell was employed as President and Chief
Executive Officer of the Company pursuant to an employment Agreement (the
"Agreement") which terminated upon Mr. Schnell's death in May 1995. Pursuant to
the Agreement, Mr. Schnell was paid a base salary at the rate of $120,000 per
annum.
Simultaneously with the execution and delivery of the Agreement in
1991, Mr. Schnell was granted an option to purchase up to 150,000 share of
Common Stock of the Company pursuant to the Company's 1991 Stock Incentive Plan
(the "Incentive Plan") which is described below. The option exercise price is
$7.00 per share, which was the fair market value of a share of Common stock on
the date of grant.
Pursuant to an employment Agreement between the Company and Steven
Rosenberg dated as of November 1, 1994 (the "1994 Agreement"), Mr. Rosenberg
agreed to continue to serve as the Company's Vice President and Chief Financial
Officer during the three year period ending on October 31, 1997 (previously, he
had been serving in that capacity on an "at will" basis). The 1994 Agreement
provides that during the period of employment Mr. Rosenberg shall devote all of
his business time to the business of the Company and its subsidiaries as is from
time to time appropriate under the circumstances. As compensation for such
services, Mr. Rosenberg is paid a base salary at the rate of $90,000 per annum,
plus such annual bonus payments as the Board of Directors of the Company may in
its discretion determine to be appropriate under the circumstances.
Compensation of Directors
Each director who is not an employee of the Company receives monthly
fees of $1,000 for serving as a director of the Company and $1,000 for each day
during which he participates in a meeting of the Board and, if on a separate
day, $500 for each day during which he participates in a meeting of a committee
of the Board of which is a member. See "Stock Option Plan for Non-Employee
Directors" below for additional compensation received by directors.
Benefit Plans
Except as set forth below under "Stock Plans", the Company does not
maintain any pension, profit-sharing or other incentive compensation plans for
the benefit of any of its current employees.
Stock Plans
In 1991, the Board of Directors of the Company adopted a Stock Option
Plan for Non-Employee Directors (the "Stock Option Plan for Non-Employee
Directors") and a 1991 Stock Incentive Plan (the "1991 Stock Incentive Plan"). A
brief description of each plan is as follows:
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Stock Option Plan for Non-Employee Directors
Up to 25,000 shares of common stock may be issued pursuant to the
Stock Option Plan for Non-Employee Directors (subject to appropriate adjustment
in the event of changes in the corporate structure of the Company). The Stock
Option Plan for Non-Employee Directors provides that each director of the
Company who is not an employee of the Company or any subsidiary (and who has not
been an employee for at least one year prior to the date of grant) shall be
automatically granted an option to purchase up to 500 shares of common stock of
the Company on the date of each annual meeting of stockholders at which he or
she is elected as a director of the Company. Only nonqualified options may be
granted under the Stock Option Plan for Non-Employee Directors, and the option
exercise price shall be equal to the fair market value of a share of common
stock of the Company on the date of the grant, and the options granted become
exercisable six months after issuance.
Pursuant to the Stock Option Plan for Non-Employee Directors, on April
8, 1992, the Company granted nonqualified options to two nonemployee directors
of the Company to each purchase 500 shares of the Company's common stock at an
exercise price of $6.75 per share which options will expire in April 1997.
Pursuant to the plan, on October 13, 1994, the Company granted nonqualified
options to its two current nonemployee directors to each purchase 500 shares of
the Company's common stock at an exercise price of $9.75 per share which options
will expire in October 1999. Pursuant to the plan, on April 11, 1995, the
Company granted nonqualified options to its two current nonemployee directors to
each purchase 500 shares of the Company's common stock at an exercise price of
$15.00 per share which options will expire in April 2000.
1991 Stock Incentive Plan
The 1991 Stock Incentive Plan permits the granting of awards in the
forms of nonqualified stock options, incentive stock options, restricted stock,
deferred stock, and other stock-based incentives. Up to 300,000 shares of common
stock of the Company may be issued pursuant to the 1991 Stock Incentive Plan
(subject to appropriate adjustment in the event of changes in the corporate
structure of the Company). Officers and other key employees of the Company or
any subsidiary are eligible to receive awards under the 1991 Stock Incentive
Plan. The option exercise price of all options which are granted under the 1991
Stock Incentive Plan must be at least equal to 100% of the fair market value of
a share of common stock of the Company on the date of grant.
Pursuant to the 1991 Stock Incentive Plan, on October 6, 1991, the
Committee administering the Plan granted nonqualified stock options to Mel
Schnell, the Company's then President, to purchase up to 150,000 shares of
common stock at a purchase price of $7.00 per share and to Steven Rosenberg, the
Company's Vice President, to purchase up to 15,000 shares of common stock at a
purchase price of $7.00 per share. The option granted to Mr. Schnell terminates
on the eighth anniversary of its effective date and the option granted to Mr.
Rosenberg terminates on the fifth anniversary of its effective date.
On October 13, 1994, the Committee granted additional nonqualified
stock options to the Company's Vice President to purchase up to 15,000 shares of
common stock at a purchase price of $9.75 per share which terminates on the
fifth anniversary of its effective date.
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ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding ownership
of the Company's Common Stock as of January 17, 1996, by each director, each
executive officer named in the Summary Compensation table and by all directors
and executive officers as a group.
<TABLE>
<CAPTION>
Number of Percent
Name of Beneficial Owner Shares of Class
- ------------------------ ---------- ---------
<S> <C> <C>
William Cohen 1,000(1) *
Moses Marx 759,157(2) 35.5%
Steven Rosenberg 30,000(3) 1.4%
Randolph B. Stockwell 1,500(4) *
All executive officers and
directors as a group (4 persons) 791,657(5) 36.5%
</TABLE>
________________
* Less than 1%.
(1) Issuable upon the exercise of options which have been granted to Mr.
Cohen under the Company's Stock Option Plan for Non-Employee
Directors.
(2) Includes 25,000 shares of Common Stock which are issuable upon the
exercise of warrants which are owned by Mr. Marx. Does not include
31,976 shares of Common Stock which are held in a trading account of a
brokerage firm of which Mr. Marx is a general partner. Mr. Marx's
address is 160 Broadway, First Floor, New York, New York 10038.
(3) Issuable upon the exercise of outstanding options which have been
granted to Mr. Rosenberg.
(4) Issuable upon the exercise of options which have been granted to Mr.
Stockwell under the Company's Stock Option Plan for Non-Employee
Directors.
(5) Includes 32,500 shares of Common Stock which are issuable upon the
exercise of outstanding options and 25,000 shares of Common Stock
which are issuable upon the exercise of warrants.
Principal Securityholders
The following table sets forth certain information regarding ownership
of the Company's Common Stock as of January 17, 1996, by those individuals or
groups, other than Mr. Marx, who have advised the Company that they own more
than five percent (5%) of the Company's Common Stock.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned
-------------------------------
Number of Percent
Shares of Class
--------- --------
<S> <C> <C>
The Estate of Mel Schnell(1) 491,250 21.5%
6 Maiden Lane, 3rd Floor
New York, New York 10038
</TABLE>
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(1) Based upon filings made by Mr. Schnell with the Securities and
Exchange Commission, as of the above date, Mr. Schnell's Estate was the
beneficial owner of 491,250 shares of Common Stock of The Company. That amount
includes 150,000 shares of Common Stock which are issuable upon the exercise of
options granted to Mr. Schnell under the Company's 1991 Stock Incentive Plan,
25,000 shares of Common Stock which are issuable upon the exercise of warrants
owned by Mr. Schnell and 100,000 shares of Common Stock which are owned by a
family partnership.
ITEM 13. Certain Relationships and Related Transactions
In October 1991, the Company borrowed $1,250,000 from a corporation
principally owned by Moses Marx, one of the Company's principal shareholders,
("Payee") (the "Promissory Note"). The Promissory Note was due on November 1,
1996 and bears interest at an annual rate of 10.875% through November 1, 1994
and at the rate of 12% per year thereafter.
The Promissory Note was issued pursuant to an Investment Agreement
dated as of October 31, 1991 between the Company and the Payee, pursuant to
which: (i) the Company issued to the Payee a warrant (the "Warrant") to purchase
up to 125,000 shares of the Company's common stock at $8.00 per share, which was
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subsequently reduced to $6.875 per share on June 12, 1992 in consideration of
certain consulting services rendered to the Company by the principal stockholder
of the Payee, and (ii) the Company and the Payee entered into an agreement (the
"Registration Rights Agreement") whereby, subject to certain terms and
conditions, the Company is obliged to register the shares of common stock
issuable upon exercise of the Warrant.
On September 9, 1994, to induce the Payee to exercise the Warrant, the
Company offered the Payee the opportunity to exercise the Warrant in full at an
exercise price of $6.00 per share during the ten day period from September 9 to
September 19, 1994; provided, however, that the aggregate purchase price,
$750,000, must be paid to the Company by the surrender to the Company, to the
extent of $750,000, of the Promissory Note. On September 12, 1994, the Payee,
pursuant to the Warrant and the Company's offer, simultaneously exercised the
Warrant in full and paid the aggregate exercise price of $750,000 by the partial
surrender of the Promissory Note. On September 16, 1994, the Company, at its
option, paid the balance of the principal ($500,000) and accrued interest on the
Promissory Note.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunder duly authorized.
COOPER LIFE SCIENCES, INC.
By: /s/ Steven Rosenberg
-------------------------
Steven Rosenberg
Vice President and Chief
Financial Officer
Dated: February 13, 1996
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