SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended June 30, 1997 Commission File No. 33-43976
Delaware 88-0218411
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
BIORELEASE CORP.
(Exact name of Registrant as specified in its charter)
340 Granite Street, 2nd Floor, Manchester, NH 03102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 641-8443
Securities registered pursuant to Section 12(b)of the Act: None
Securities registered pursuant to Section 12(g)of the Act: Common Stock, Class A
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 _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not 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 ]
Yes __X__ No _____
The aggregate market value of the voting common stock held by non-affiliates (1)
of the registrant based on the average of high bid ($.12) and low bid ($.06)
prices of the Company's Common Stock, as of October 08, 1997, is approximately
$611,376 based upon an average of $.10 multiplied by the number of shares of
Registrant's Common Stock held by non-affiliates (6,113,757shares).
The number of shares outstanding of the Registrant's Common Stock, $.01 par
value, as of October 08, 1997 is 9,371,659 (which excludes 550,000 treasury
shares).
(1) "Affiliates" solely for purposes of this item refers to those persons who,
during the 3 months preceding the filing of this Form 10-KSB were officers,
directors and/or beneficial owners of 5% or more of the Company's outstanding
stock.
DOCUMENTS INCORPORATED BY REFERENCE
See Item 13.
Transitional Small Business Disclosure Format (check one): Yes _____ No __X__
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<PAGE>
This report amends the registrant's annual report on Form 10-KSB for the
fiscal year ended June 30, 1997 to make the following correction in the
Financial Table appearing on page F-14, Item 7. Equity (Continued) under the
heading "A Summary of the Company's stock option plans as of June 30, 1997 and
1996 and changes during the year:" Under "Options Granted to Service Providers,
Options outstanding, June 30, 1995" the number 727,620 is corrected to read
1,727,620.
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<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1997 and 1996
7. Equity (Continued)
A summary of the Company's stock option plans as of June 30, 1997 and
1996 and changes during the year are presented below:
<TABLE>
<CAPTION>
Options Granted to
Director Plan Option Plan Service Providers
------------- ----------- -----------------
Weighted Weighted Weighted
Number Average Number Average Number Average
of Exercise of Exercise of Exercise
Options Price Options Price Options Price
------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding,
June 30, 1995 107,500 $ 3.94 200,000 $ 4.14 1,727,620 $ 1.10
Granted 30,000 0.17 - - 1,191,700 0.10
------- -------- ---------
Options outstanding,
June 30, 1996 137,500 3.11 200,000 4.14 2,919,320 0.69
Granted 30,000 0.17 - - 375,000 0.09
Expired (10,000) - (200,000) - (50,000) -
------- -------- ---------
Options outstanding,
June 30, 1997 157,500 2.75 - - 3,244,320 0.69
======= ======== =========
Currently exercisable 157,500 2.75 - - 3,244,320 0.69
======= ======== =========
</TABLE>
The range of exercise prices is $.06 to $7.50 as of June 30, 1997 and 1996.
The weighted average fair value of the options granted during the years
ended June 30, 1997 and 1996 is presented below:
1997 1996
---- ----
Director plan $.10 $.08
Option plan Non Granted Non Granted
Options granted to service providers $.11 $.07
The Company applies APB Opinion 25 and related interpretations in
accounting for certain options granted. Accordingly, no compensation cost
has been recognized for those options. Had compensation cost for the
Company plans been determined based on the fair value at the grant dates
consistent with the method of FASB Statement 123, the Company's net loss
would have been increased by approximately $-0- and $30,000 for the years
ended June 30, 1997 and 1996, respectively. This increase would have no
impact on the loss per share for those years. Additionally, the Company did
not record an expense for options issued in the year ended June 30, 1997
because the value of the options and consideration received were deemed to
be immaterial.
F-14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BIORELEASE CORP.
Dated: October 31, 1997 By /s/Richard F. Schubert
-------------------------------
Richard F. Schubert, Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/Richard F. Schubert Chairman, October 31, 1997
-------------------- Director and
Richard F. Schubert Principal Financial Officer
/s/Richard Whitney Director October 31, 1997
--------------------
Richard Whitney
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<PAGE>
SUPPLEMENTAL INFORMATION AND EXHIBITS
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act.
Not Applicable.
- -4-
