SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
[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, 1998 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, Suite 200, 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 has: (1) 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 has (2) 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 ($ .02) and low bid ($ .01)
prices of the Company's Common Stock as of October 15, 1998, is approximately
$125,861. This is based upon an average of $.015 multiplied by the number of
shares of Registrant's Common Stock held by non-affiliates (8,390,752 shares).
The number of shares outstanding of the Registrant's Common Stock, $.01 par
value, as of October 15, 1998 is 9,736,659 (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__
<PAGE>
BIORELEASE CORP
Form 10-KSB
Fiscal Year Ended June 30, 1998
Table of Contents
PART I
Item 1. Business: 1
General 1
The Subsidiary (Biorelease Technologies, Inc.) 2
Description of the Subsidiary's Technologies 2
ErythrogenTM Cell Culture Product and Business Opportunity 3
ErythrogenTM Manufacturing, Sales and Marketing 4
Competition 4
Research and Development Policy 5
Patents and Proprietary Technology 5
Employees & Outside Consultants 5
Item 2. Properties: 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for Company's Common Equity and Related Stockholder Matters. 7
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations: 8
Results of Operations 8
General 8
Year Ended June 30, 1998 compared to the Years Ended June 30, 1997 8
Liquidity and Capital Resources 9
Dividend Policy 9
Effect of Inflation 9
Litigation and Related Matters 9
Item 7. Financial Statements 9
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures. 10
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 11
Compliance with Section 16(a) of The Securities Exchange Act of 1934 12
Item 10. Executive Compensation 13
Item 11. Security Ownership of Certain Beneficial Owners and Management 15
Item 12. Certain Relationships and Related Transactions 16
The Reorganization 16
The Company 16
The Subsidiary 18
The Selling Securityholders' Offering 19
The Exchange Offering 19
Terminated Public Offering 19
Item 13. Exhibits and Reports on form 8-K. 19
Reports on form 8-K 19
Exhibits 19
Exhibits incorporated by reference 20
SIGNATURES 21
SUPPLEMENTAL INFORMATION AND EXHIBITS 22
<PAGE>
PART I
Item 1. Business
General
The Company, Biorelease Corp. ("BIO") including its biotechnology
subsidiary, Biorelease Technologies, Inc. (the "Subsidiary"), is a development
stage company. The Subsidiary holds technology and patents in the field of blood
substitutes and sustained release drug delivery technology based on chondroitin
sulfate. Dr. R. Bruce Reeves, formerly the Company's President and CEO, resigned
effective October 4, 1996 as an officer and Director of the Company. Dr. Leon
Gauci was named President of the Company's subsidiary on January 13, 1997 and
served in that capacity until June 30, 1997. R T Robertson Consultants, Inc., a
corporation wholly-owned by members of Dr. Reeves' family, entered into a
consulting agreement with the Company's subsidiary to oversee the business
activities of the Company's subsidiary through June 30, 1997. Dr. Maybury, a
founder of the Company, resigned as a director effective September 30, 1997. On
February 11, 1998 Dr. Reeves was appointed as acting President of the Company
until a successor is qualified and elected.
The Subsidiary began its biotechnology activities in 1989 by acquiring the
hemoglobin stabilization and processing technologies of Oxygenetics, an early
stage California based company to allow Biorelease to become a participant in
the $3 to $5 billion synthetic blood business. The Subsidiary's founders
included Richard Schubert, the Company's present Chairman, then President of the
American Red Cross, Dr. R. Bruce Reeves and Dr. Paul Maybury, a Director until
September 30, 1997. The Subsidiary subsequently acquired sustained release drug
delivery technology based on chondroitin sulfate in order to expand its business
franchise into other therapeutic areas. Drug delivery has become one of the
fastest growing areas in the pharmaceutical industry with companies increasingly
turning to novel delivery systems to extend the patent life of existing drugs,
increase product portfolios, enhance safety and efficacy, reduce unwanted
side-effects, improve patient compliance and maintain product sales against
competition. Products utilizing novel drug delivery technologies have already
captured a significant share of several therapeutic markets and some systems may
be able to provide new therapies by modifying the activity of existing
compounds.
The Company became listed on NASDAQ (Small cap) in 1992 following a
business combination with the Subsidiary. The Company's stock was delisted in
April, of 1994 for failing to meet net asset requirements and its stock has
since been trading on the OTC Electronic Bulletin Board. During the fourth
quarter of this past fiscal year, NASDAQ changed the Company's trading symbol
from BREL to BRLZ.
The Company has invested approximately nine million dollars ($9 million) in
the Subsidiary's technologies including support and administrative expenses. By
mid 1994, following the delisting, it was clear that the Company's ability to
raise capital was insufficient to allow it to become a self-standing synthetic
blood producer in light of the large costs necessary to bring such a product to
market. For the past three fiscal years the Company has operated without
employees, using consultants and research affiliations to conduct limited
research on the Company's technologies.
On October 8, 1996, the Company's Board of Directors announced it had
executed a letter of intent for the proposed acquisition of TheraMed Partners,
Inc. ("TheraMed"), a then recently formed, privately-held company focusing on
acquiring and consolidating late-stage biotechnology companies and
pharmaceutical synergistic technologies. The letter of intent provided the
general terms and conditions of a proposed acquisition of TheraMed by the
Company, whereby the management of TheraMed would receive a substantial interest
in BIO. When taken together with shares held by existing management and
directors of the Company, TheraMed stockholders and the Company's then existing
management and directors together would hold a controlling interest in BIO
following the acquisition. In February 1997, the Company terminated the Stock
Purchase Agreement with TheraMed. Under the terms of the termination, the
Company agreed to reimburse TheraMed for up to $27,500 advanced by TheraMed to
the Company during the pendency of the acquisition.
The Subsidiary received notice from Baxter Healthcare Corp. that effective
January 1, 1998, Baxter would not renew its exclusive licensing rights to the
Subsidiary's chondroitin sulfate technology for blood substitutes but rather
convert to a non-exclusive license. With the loss of future Baxter exclusivity
payments and the lack of adequate working capital necessary to exploit the
Subsidiary's technology, the Company expects to offer for sale, either the
entire Subsidiary (subject to Subsidiary liabilities) or to find a buyer for
1
<PAGE>
each of the separate technologies owned by the Subsidiary. There is no assurance
that a suitable purchaser can be found. On February 19, 1998, the Company
announced that it had signed a definitive agreement to acquire Xenix Resources,
Inc., a privately owned Alabama corporation, pursuant to which the Company will
acquire Xenix in a reverse acquisition. A Proxy Statement was prepared shortly
thereafter describing this transaction. On April 15, 1998, before this Proxy
Statement was filed,. Xenix notified the Company that it had experienced
material adverse change in its financial condition. The Company did not file the
Proxy Statement but has continued to pursue the closing of this transaction,
subject to finding satisfactory financial performance by Xenix during the
intervening period. Absent moving forward with the Xenix transaction, BIO will
continue to seek acquisition or reorganization candidates that can benefit from
the Company's publicly traded status.
The Subsidiary (Biorelease Technologies, Inc.)
Since acquisition by the Company in 1992, the Subsidiary has focused on
development and promotion of its proprietary hemoglobin based cell-culture
additive, ErythrogenTM, along with developing applications of its sustained
release drug technology. During fiscal year 1993, the Subsidiary began to
generate minimal revenues ($7,942) from the first sales of ErythrogenTM in
non-FDA regulated applications. ErythrogenTM sales were $15,121 and $21,705
during the years ended June 30, 1998 and 1997, respectively and $161,434 from
inception to June 30, 1998. The Subsidiary received $47,157 in fiscal 1998 and
$81,518 during the year ended June 30, 1997 for licensing revenues inclusive of
patent cost reimbursement from Baxter Healthcare (see Next Paragraph) related to
their use of chondroitin sulfate drug delivery for blood substitutes. At this
time, the Subsidiary has no products approved by the FDA or in clinical trials
and does not intend to conduct clinical trials or to develop a pharmaceutical
marketing unit; rather, it plans to establish collaborations for these purposes
with strategic partners that have sufficient expertise and resources.
The Subsidiary has invested development resources into two core proprietary
technologies: hemoglobin stabilization and sustained drug release technology
based on chondroitin sulfate. The Subsidiary's cell culture additive,
ErythrogenTM, uses hemoglobin stabilizing technology to produce a proprietary
cell culture additive. The Subsidiary has discontinued direct promotion of
ErythrogenTM to the research and laboratory markets because of the high cost of
promotion. Instead, the Subsidiary is focusing on industrial applications. It
has completed an application study with a supplier of hollow core bioreactors to
demonstrate the benefit of ErythrogenTM in the production of pharmaceuticals.
From August, 1994 to December, 1995 the Subsidiary received financial support to
demonstrate the benefit of its chondroitin sustained release technology as
applied to a blood substitute product under development by Baxter Healthcare
(Baxter). The Company was given notice that these exclusive licensing rights
held by Baxter Healthcare would not be renewed after December 31, 1997, instead
converting into a non-exclusive license resulting in cessation of future
payments. Through June 30, 1998, the Company received $355,620 of revenues under
the agreement.
Since closing its research facilities in June 1995, the Subsidiary's
primary research activities are being conducted at the University of New
Hampshire ("UNH") pursuant to a research agreement. Research at UNH has focused
on cell culture application development of ErythrogenTM. With the conversion of
the Baxter agreements from exclusive basis to non-exclusive basis and resultant
loss of exclusivity payments therefrom, the Company expects to seek a buyer of
either the Subsidiary or its respective technologies.
Description of the Subsidiary's Technologies
THE SUBSIDIARY'S HEMOGLOBIN BLOOD GAS TECHNOLOGY
The subsidiary holds an allowance for a European Patent for the medical use
of nitric oxide and/or carbon monoxide complexed with any hemoglobin compound
including hemoglobin based blood products being developed by others as blood
substitutes. These blood gas compounds, long held to be both unstable and toxic
to human cells, have been shown over the past several years by independent
laboratories to exhibit significant medical and biologic benefit. Currently, the
Subsidiary does not possess the resources necessary to develop this technology
on its own. It is the goal of the Subsidiary to either find a buyer for this
technology or a company willing to provide the resources to further develop this
technology.
2
<PAGE>
CHONDROITIN SULFATE SUSTAINED DRUG RELEASE TECHNOLOGY
While the subsidiary was pursuing its own blood substitute product, it
acquired a sustained release drug delivery technology based on chondroitin
sulfate, a naturally occurring compound found in the cartilage tissue of all
cartilage containing animals (including humans). This technology, patented in
the U.S. and abroad, has been applied by the subsidiary to a number of drugs and
biological compounds with the effect of extending the drug's in vivo dwell time.
This technology has received development support from Baxter Healthcare and
resulted in an initial licensing agreement in April 1996 with Baxter for
Baxter's blood substitute application, such recently revised to become
non-exclusive. Chondroitin sulfate enjoys key advantages that differentiate it
within the drug delivery marketplace. Unlike a number of competitive drug
delivery technologies, chondroitin sulfate is naturally occurring in the body,
is highly biocompatible and is readily available from a number of natural
sources. The subsidiary has complexed chondroitin sulfate, derived from bovine
sources, to various drugs and proteins. Commercial applications could enable the
Subsidiary to participate, with corporate partners, in a new generation of
sustained-release drug delivery applications for the pharmaceutical industry
with emphasis on large dose and chronically used drugs, actively competing in a
drug delivery market that is currently estimated at tens of billions of dollars.
Because of the limited working capital position of the Company, the Subsidiary
will seek either a buyer for this technology or find a partner willing to
provide the resources to develop this technology further.
The Subsidiary acquired the U.S. and certain international patents for its
sustained drug release technology based on chondroitin sulfate. Research
conducted by predecessors and others in support of the patent applications
indicates that chondroitin sulfate can bind with biological or chemical
compounds and effect prolonged release of drug activity. Based upon research
conducted by the Company and scientific literature, the Subsidiary believes that
chondroitin sulfate can be modified and linked to a variety of compounds.
Chondroitin sulfate is a naturally occurring biopolymer found in the
connective tissues of mammals and other cartilage containing creatures. It is a
biodegradable and biocompatible substance. Accordingly, management believes that
chemically linking chondroitin sulfate to a variety of peptides, proteins,
hormones and enzymes is not expected to produce toxic effects if used
therapeutically in humans and animals. Based upon the Subsidiary's patents and
other published studies, management believes that chondroitin sulfate can be
used as a sustained release drug system. The active drug would be chemically
linked to chondroitin sulfate. The chondroitin sulfate would act as a carrier,
protecting the drug for a prolonged period, allowing lower but sustained levels
of drug in the body. During the normal metabolic process the complex, over time,
would be slowly broken by physiological action, thereby releasing optimal doses
for a prolonged period. The sustained release system may allow for the use of
lower doses, potentially reducing the incidence of toxic side effects.
Potential therapeutic applications of such a sustained release drug system
would include drugs not suitable for mechanical systems (e.g., encapsulation)
and drugs that currently are delivered by mechanical systems that produce
patient discomfort (e.g., by injection). Potential drugs to be linked to
chondroitin sulfate include antibiotics, biopharmaceutical products and
anti-cancer drugs, and topical formulations using chondroitin sulfate-bound
drugs. No assurance can be given that the Subsidiary will be able to enter into
a sale or collaborations or, if such an arrangement is entered into, that the
preclinical data generated will result in further collaboration or a licensing
opportunity.
ErythrogenTM Cell Culture Product and Business Opportunity
The Subsidiary's focus, in the non-regulated biologics industry, has been
to develop a cell culture product by creating an additive based on its blood gas
technology for the cell culture additive market. Cell culture is the process by
which living cells (bacterial, plant, yeast, insect, and mammal) are propagated
in a controlled environment (medium). Cell culture is maintained at the proper
bath temperature and supplemented with nutrients and salts, and is utilized by
the pharmaceutical and biotechnology industries to generate recombinant
products. Agents that enhance the efficiency and productivity of cell culture
can be developed for markets that are both sizable and independent of FDA
clinical trials. Fetal bovine serum (FBS), the serum component of blood obtained
from calf fetuses, is the cell culture additive used most commonly (represents
approximately 50% of the additive market) to provide nutrition and enhance the
growth of cells. Cells grown in culture can be used to produce biological
materials including antibiotics, antibodies, biopesticides, and genetically
engineered proteins and viruses.
In academic and industrial laboratories, cells are propagated in vessels
ranging from plastic flasks to large stainless steel bioreactors. Cells can be
maintained more easily in flasks in research laboratories. Scale-up of cell
cultures into large volume spinner/shaker flasks and bioreactors has encountered
difficulty in supplying oxygen uniformly to high-density cell cultures. No
3
<PAGE>
method has been wholly satisfactory in addressing this problem. Biorelease has
developed purified, stabilized tetrameric hemoglobin that utilizes hemoglobin's
oxygen carrying capability to increase the oxygen delivery to cells contained in
the media. ErythrogenTM enhances the growth of cultured cells, especially those
of high-density cultures and reduces the amount of nutrients that must be added.
Most importantly, ErythrogenTM significantly increases protein expression and
production.
At the July 1994 XI Congress of International Society for Artificial Cells,
Blood Substitutes, and Immobilization Bio-technology Dr. Tony Goffe, of Unisyn
Technologies Corporation, a supplier of bioreactor equipment and media products
to the cell culture industry, reported results showing ErythrogenTM's efficacy
in mammalian cell types (3C11 Hybridoma and 1581 Monoclonal antibodies). In this
significant study, Unisyn reported ErythrogenTM increased protein production for
both monoclonal antibodies and hybridoma cells in their hollow core bioreactors
by a factor of 80% compared to control media without ErythrogenTM added.
Furthermore, Unisyn compared ErythrogenTM to other oxygen carriers, including
perfluorocarbons and blood substitutes. ErythrogenTM showed substantially higher
activity than any other carrier studied. In the Company's fiscal year ended June
30, 1996, under a cooperative research grant from the State of New Hampshire,
researchers confirmed broad stimulative effect on a variety of mammalian cell
lines including normal human epidermal keratinocytes (NHEK), the cells which
make up skin tissue. In addition to the possible use in cosmetics, this research
may lead to products for wound healing and burns (see previous discussion
relating to blood gas technology).
The Subsidiary introduced its first cell culture additive, ErythrogenTM, in
late 1993. ErythrogenTM has been sold to a number of research laboratories,
including the NIH, as well as to a number of biotechnology and pharmaceutical
companies for incorporation into their experimental cell culture media. In 1995
the subsidiary received an initial order for ErythrogenTM from Sigma for
incorporation into their tissue culture research catalogue. The subsidiary
continues to develop new applications data under an ongoing University of New
Hampshire cooperative research grant and expects to publish some of this data.
The subsidiary commenced small-user sales of ErythrogenTM in the research
market several years ago. Revenues from research sales of ErythrogenTM have been
modest ($150,507 to date).
ErythrogenTM Manufacturing, Sales and Marketing
The Subsidiary engaged a small unaffiliated manufacturer of biological
products to perform specific manufacturing and product development activities
for the Subsidiary. Manufacturing and product development was conducted pursuant
to periodic work orders. The Subsidiary owns the primary equipment used to
manufacture ErythrogenTM. This manufacturer has not manufactured ErythrogenTM
for the Subsidiary for several years because the Subsidiary currently has a
sufficient inventory of ErythrogenTM. Based upon the Subsidiary's experience to
date, management believes that the manufacturer has the ability to manufacture
ErythrogenTM within the product specifications established for the utilization
of ErythrogenTM as a cell culture additive. Since June 1995, the Subsidiary has
employed no sales or marketing staff.
Competition
(a)ErythrogenTM's initial testing indicates that ErythrogenTM increases
cell densities and reduces cell doubling time and increases protein production
when added to insect and mammalian cell culture media. Management believes that
these results stem, in part, from ErythrogenTM 's ability to increase the amount
of available oxygen for cell utilization and, possibly, decrease the level
needed of certain additives such as FBS. ErythrogenTM technically does not
compete with FBS because it is a supplement to and not a replacement for FBS.
The Subsidiary knows of no other commercially available cell culture additives
that provide oxygenation to culture media; however, a number of biotech
companies have the capability to produce similar products. Management believes
that, the Subsidiary's patent position for hemoglobin stabilization will limit
the degree to which these companies could sell similar products. The Subsidiary
has received notice of allowance from the European Patent Office of foreign
allowance. With any culture media supplement, broad customer acceptance will be
a factor of the number of cell lines enhanced by the substance, the product's
shelf life and cost, and its biological activity or other such features as might
affect or characterize its performance. The Subsidiary generally will compete
with manufacturers and suppliers of cell culture media supplements, and there
continue to be other products in development that may compete directly with
those of the Subsidiary. Most of the Subsidiary's competitors have greater
financial and personnel resources than the Subsidiary. In the event that a
competitor produces a comparable product, no assurance can be given that the
Subsidiary will be able to successfully compete.
4
<PAGE>
Research and Development Policy
Ongoing Research and Development is important to the Subsidiary's ability
to provide marketable technology that keeps pace with the rapid technological
change associated with the biotechnology and pharmaceutical industries. The
Subsidiary is committed to continuing collaborative research to extend the
existing uses of ErythrogenTM and to develop other cell culture uses related to
the hemoglobin stabilization technology. During the fiscal years ended June 30,
1995 and 1994, the Subsidiary spent $230,444 and $654,019 and, respectively, on
research and development on its hemoglobin and chondroitin technologies. The
research at University of New Hampshire was the only work undertaken during the
past two fiscal years (1998 and 1997). From October 1989 to June 30, 1998, the
Subsidiary spent $2,558,041 on research and development (not including $690,000
to purchase these two technologies).
Pursuant to an agreement with the University of New Hampshire, UNH
conducted research on the application development of ErythrogenTM for mammalian
cells. Pursuant to the UNH Cooperative Agreement, which commenced December 19,
1994 and ran through December 31, 1997, the Subsidiary contributed $175,000 of
"in kind" matching expenditures plus contributing $34,000 of equipment to UNH
for research. The Agreement also called for funding, to the level of $50,000
contributed by the state of New Hampshire. The agreement ended December 31,
1997.
Until June 1995, the Subsidiary had been utilizing its own in-house
laboratory at its former facilities. However, as a part of the Subsidiary's 1995
reorganization and downsizing, this laboratory facility was closed and
laboratory employees terminated. See "Item 2. Properties" and "Item 3. Legal
Proceedings." All work both in development of application data for ErythrogenTM
is now being conducted under the UNH Cooperative Agreement. The Subsidiary
cannot assure it can fund this program on a sustained basis without additional
capital or support from a collaborator. Chondroitin sulfate technology will be
promoted as a novel sustained release drug licensing opportunity.
Patents and Proprietary Technology
The Company's success in achieving significant value for its technologies
will depend, in part, on its ability to obtain, maintain and defend patents,
protect trade secrets and operate without infringing the patent rights of others
both in the United States and in other countries. The Subsidiary holds United
States patents as follows. "Stabilization of Proteins and Peptides By Chemical
Binding with Chondroitin" (1986), "Chondroitin Drug Complexes" (1984), a
Canadian patent for "Method for Protein Stabilization" (utilizing Chondroitin)
(1991) and a European allowance related to its hemoglobin technology for
"Continuous Processes for Modifying Biologically Active Materials and the
Products Therefrom" (1992). The Subsidiary received notice of allowance in 1996
from the European Patent Office (EPO) for European applications of a patent for
its hemoglobin stabilization blood gas technology used in producing ErythrogenTM
and possible therapeutic applications. (See the discussion of Blood Gas
Technology.) Subject to available working capital, the Subsidiary has proceeded
to develop patent coverage in several European countries under this approval.
The patent position of biotechnology companies generally is highly uncertain and
involves complex legal and factual questions. There is a substantial backlog of
biotechnology patent applications at the United States Patent and Trademark
Office. No consistent policy has emerged regarding the breadth of claims covered
in biotechnology patents. The patent protection for chondroitin stabilization
extends through 2003 in the U.S. There can be no assurance that any issued
patents will provide the Company with competitive advantages or will not be
challenged by others, or that the patents of others will not have an adverse
effect on the ability of the Company to do business. Furthermore, there can be
no assurance that others will not independently develop similar products, will
not duplicate any of the Company's proposed products or, will not design around
Company patents. The prosecution or defense of patent infringement litigation,
if required, could involve the commitment of substantial management time and
financial resources of the Company. The loss or challenge of any of the
Company's patents may have a material adverse effect on the Company's current
and proposed operations. Also the Company's working capital deficiency could
impact the Company's ability to pursue and maintain its patents.
Employees & Outside Consultants
From August 1994 until March 31, 1996, the Company had one full-time
employee, Dr. R. Bruce Reeves, the Company's President (see Part iii, item 10
and 11). Effective April 1, 1996 the Board of Directors retained R T Robertson
Consultants, Inc. as consultants to the Company, including the services of Dr.
Reeves. Dr. Reeves continued to serve through October 4, 1996 as a Director and
President of the Company. R T Robertson Consultants, Inc. agreed to consult for
the Subsidiary for up to six months through June 1997. On February 11, 1998 the
Company appointed Dr. Reeves as acting President of the Company until a
successor is elected and qualified. The Company engages certain other
5
<PAGE>
consultants on a part-time and/or as needed basis. During this past year, the
Company engaged no technical consultants on a regular basis. Dr. Victor Chan,
formerly a senior manager of the Company coordinates technical activities. Dr.
Hiroshi Mizukami consults in the area of hemoglobin research and Dr. Tony Goffe
consults in the area of ErythrogenTM applications and continuing cell culture
development. All remain available to the Company on an as needed basis. Dr. Leon
Gauci served as President of the Subsidiary from January 1997 through June 30,
1997. Due to the Company's current financial position and lack of significant
revenues, the Company expects to continue this mode of operation for the near
future.
The Company has always utilized scientific advisors and technical
consultants with recognized expertise in areas relevant to the development of
the Company's technologies and proposed products. From time to time, the Company
consults with other outside advisors individually on issues of research,
development and planning. The Company has separate arrangements with each
outside consultant. Generally, outside consultants are given stock options and
consulting fees and are reimbursed for expenses. During the years ended June 30,
1998, and 1997, the Company paid $6,000 and $48,088 in expenses to Technical
Consultants and Scientific Advisors. As of the date hereof, past and current
Scientific Advisors and Technical Consultants own an aggregate of 56,984 Shares
of the Company's Common Stock and 670,000 options to purchase a like number of
shares at prices ranging from $.07 to $6.00 per Share. All outside Consultants
are employed by employers other than the Company and may have commitments to or
consulting or advisory arrangements with other entities that may limit their
availability to the Company. Some of these entities may also be competitors of
the Company. Where a conflict of interest arises, while the conflict may not be
resolved to the benefit of the Company, each consultant or advisor has agreed
not to divulge any information that is proprietary to the Company. Although
Consultants may devote substantial time and effort on behalf of the Company, no
individual is expected to devote more than a small amount of time to the
Company's business.
Information relating to Scientific Consultants follows:
HIROSHI MIZUKAMI, Ph.D., has been a Professor of Biological Sciences at
Wayne State University in Detroit, Michigan since 1974. He holds a Ph.D. in
Biophysics from the University of Illinois. Dr. Mizukami consults with the
Company on researching the properties of hemoglobin and chondroitin sulfate
analogues.
VICTOR T. CHAN, Ph.D., serves the Company as a Consultant. Dr. Chan joined
the Company in March, 1993 and served on a full time basis as Director of
Analytical Chemistry and through September, 1994 as Director of Laboratory
Operations. Effective October 1994, Dr. Chan became a part time consultant to
the Company. Dr. Chan was with Ares Serono Group for five years and was
instrumental in setting up their protein chemistry group to provide analytical
support for process development activities and pilot production. Dr. Chan has
experience in both new product discovery and structure-function determination of
recombinant proteins and naturally derived products. Dr. Chan received his Ph.D.
from MIT in 1986 and later served as a postdoctoral fellow at Dana Farber
Institute (Harvard Medical School).
RANDAL (TONY) GOFFE, Ph.D., consults in the area of Erythrogen TM research
and development. Dr. Goffe was a co-founder of CellPro (Bothell, Washington) and
more recently served as V.P. and Chief Technical Officer for Unisyn Technologies
(Milford, Mass.). Currently Dr, Goffe is President and Founder of Genespan
Corporation (Bothell, Washington). Dr Goffe is the holder of 11 issued patents
and has authored over 35 scientific papers. Dr Goffe received a BS degree from
University of London in 1974 and received his Ph.D. from The City University,
London, UK in 1978.
Item 2. Properties
Since October 20, 1997 the principal offices are located at 340 Granite
Street, Suite 200, Manchester, NH. 03102, (603) 641-8443. This location, in an
in-town multi-tenant office building, allows R T Robertson Consultants, Inc. to
provide, on a contract basis, the administrative functions of the Company and
the Subsidiary and technical support and shipping for the ErythrogenTM product
line. The Company has no laboratory facilities at present, instead utilizing
facilities at the University of New Hampshire on an as needed basis. The Company
expects to reimburse Robertson for an allocated portion of the facilities used.
From June 1995 through October 1997 the Company rented office facilities at 10
Chestnut Drive, Unit D, Bedford, NH 03110. The Company relocated from its former
facilities at 8A Industrial Way, Salem, New Hampshire 03079 in June of 1995 (see
"Item 3. Legal Proceedings").
6
<PAGE>
Item 3. Legal Proceedings
Except as set forth below, the Company is not presently a party to any
material litigation.
On May 17, 1994, Mr. Lofink, a shareholder and former employee of the
Subsidiary, filed a law suit in Superior Court in California to recover certain,
then remaining, sums due (approximately $40,000), relating to his former
employment. In April, 1995 the Company entered into a court approved settlement
with Mr. Lofink in the amount of $43,475 calling for payment of $5,000 upon
signing and $1,000 monthly until December, 1996 when any remaining balance was
to become due. This agreement was further amended in fiscal 1996 to provide for
an extension in the due date to December 1997 by the Subsidiary continuing to
pay $1,000 monthly through this extended period. In February, 1998 the Company
paid $8,000 and agreed to issue 20,000 of its shares in final settlement of this
obligation. The Company has accrued $1,000 on its financial statements to
reflect this stock issuance (see Item 7 - Notes to Financial Statements).
Item 4. Submission of Matters to a Vote of Security Holders
During the past four fiscal years no matters were submitted to a vote of
security holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for Company's Common Equity and Related Stockholder Matters.
(a) Market Information -- The principal U.S. market in which the Company's
common shares are traded (all of which are of one class, $.01 par value Common
Stock) is the Over-the-Counter market. In August 1986, the Company completed its
initial public offering. In April 1991, the Company issued 450,000 Class A
common stock purchase warrants, 400,000 of which have been exercised. The Class
A common stock purchase warrants was exercisable at $1.375 per Share and expired
July 5, 1995. The Common Stock was listed for trading on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") under
the symbol "BREL" until April 27, 1994 (excluding from February 28, 1994 through
March 17, 1994), at which time it was delisted. The Company's common Stock is
traded in the Over-the-Counter market and is listed on the OTC Bulletin Board.
In July 1997 NASDAQ assigned the Company a new symbol "BRLZ". On October 15,
1998, the average between the high and low reported bid price of the Common
Stock on the OTC Bulletin Board was $.015 per Share. The following table sets
forth the range of quoted high and low bid prices of the Company's Common Stock
on a quarterly basis for the fiscal years ended June 30, 1998 and 1997, as
reported by the National Quotation Bureau. These quotes reflect inter-dealer
prices without retail mark-up, markdown or commission and may not necessarily
represent actual transactions.
<TABLE>
<CAPTION>
Bid Price Bid Price
Fiscal 1998 Low High Fiscal 1997 Low High
- ----------- ---- ---- ----------- --- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First Quarter, First Quarter
Ended September 30, 1997 $ .08 $ .115 Ended September 30, 1996 $ .125 $ .16
Second Quarter, Second Quarter
Ended December 31, 1997 $ .03 $ .08 Ended December 31, 1996 $ .08 $ .14
Third Quarter Third Quarter
Ended March 31, 1998 $ .03 $ .055 Ended September 30, 1997 $ .09 $ .09
Fourth Quarter Fourth Quarter
Ended June 30, 1998 $ .035 $ .07 Ended June 30, 1997 $ .13 $ .13
</TABLE>
(b) Holders -- The number of record holders of the Company's Common Stock
as of June 30, 1998 was 1,719 inclusive of those brokerage firms and/or clearing
houses holding the Company's common shares for their clientele (with each such
brokerage house and/or clearing house being considered as one holder). The
aggregate number of shares of Common Stock outstanding was 9,736,659 shares of
common stock excluding 550,000 shares held in treasury as of June 30, 1998.
(c) Dividends -- The Company made a dividend distribution of shares of
Vegas Chips, Inc. in January 1992. However, the Company has not declared any
cash dividends since inception, and has no present intention of paying any cash
dividends on its Common Stock in the foreseeable future, as it intends to use
earnings, if any, to generate increased growth.
7
<PAGE>
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations1
Results of Operations
General
In April, 1994, following a failed financing and delisting by NASDAQ for
failure to maintain required asset levels, the Company experienced a severe cash
flow shortage and had to severely curtail its funding of the Subsidiary as such
resources were being used to fund research on the Subsidiary's technologies. In
May 1994, the Company terminated substantially all remaining laboratory
personnel, professional staff and administrative personnel except for Dr. Chan
and Dr. Reeves. Since that time, the Company and the Subsidiary has focused only
on ErythrogenTM sales activities and confidential research related to
chondroitin sulfate sustained release sponsored in part by Baxter Healthcare.
In June, 1995, because of continuing cash flow shortages and defaults under
the Subsidiary's facility lease and equipment lease, all laboratory operations
of the Subsidiary were terminated and the remaining Subsidiary staff were laid
off. Late in June 1995 the Company moved to facilities in Bedford, NH. In
October 1997 the Company moved to its current location in Manchester, NH. As a
part of this consolidation, the Subsidiary sold all non-essential equipment,
destroyed all non-essential inventory of ErythrogenTM and settled its
outstanding lease obligations with both its equipment and facilities lessors.
The Subsidiary also reached settlement with a number of the Subsidiary's
creditors by issuing stock in the Company in exchange for creditor releases (see
Financial Statements at Note 6). Currently, the Subsidiary continues to maintain
inventory of ErythrogenTM, its cell culture additive product, in order to
provide for supply of the product to existing and new customers.
Other than possible licensing opportunities, therapeutic products which may
be derived from the Subsidiary's technologies are years away from market
introduction and will require significant additional research and development,
including extensive preclinical and clinical testing and regulatory approval and
additional resources the Subsidiary presently does not possess. See "Item 1.
Business."
Sales from ErythrogenTM for the year ended June 30, 1998, and 1997, were
$8,717 and $26,265, respectively. During year end June 30, 1995 the Subsidiary
ceased promoting direct sales to research and laboratory markets because of the
extremely high promotion costs necessary to access these markets. Instead, the
Subsidiary has focused on supplying a single industrial client, which
incorporates ErythrogenTM in a proprietary media.
In 1995, the Subsidiary obtained its first significant sponsored research
revenues. This revenue amounted to $47,154 in 1998 and $81,519 in 1997.
Chondroitin sulfate sales were $6,404 in 1998 and $0 for 1997. Other revenues
were $550 in 1998 and $1,500 in 1997. Total revenues were $62,825 in 1998
compared to $109,284 for the year ended June 30, 1997. Because of the closing of
the Subsidiary's laboratory facilities, it is unlikely sponsored research will
continue until the Subsidiary re-establishes new laboratory facilities, if ever.
Following its restructuring and consolidation, the Subsidiary has and will
continue to focus on industrial ErythrogenTM sales and continue to pursue
licensing and/or sale of its chondroitin sulfate therapeutic sustained release
drug technology. The Company expects to seek a buyer of either the Subsidiary or
it's respective technologies.
Year Ended June 30, 1998 compared to the Year Ended June 30, 1997
For the year ended June 30, 1998 the Company, including the Subsidiary, had
revenues of $62,825, cost of revenues of $2,041, research and development costs
of $0, purchased technology costs of $0, general and administrative costs of
$63,117, interest expense of $8,435 and $1,500 in offering costs and no income
taxes. This resulted in a net loss of $12,268 for the year ended June 30, 1998
as compared with the year ended June 30, 1997, in which the Company, including
the Subsidiary, had revenues of $109,284 cost of revenues of $7,999 general and
administrative costs of $168,765, interest expense of $6,909, $43,512 of costs
related to a terminated public offering, income recognized on settlement of
liabilities of $13,096 and $0 income taxes resulting in a net loss of $104,805.
8
<PAGE>
The decrease in loss for year ended June 30, 1998 compared to the previous
fiscal year's loss resulted, primarily, from the elimination of the cell culture
operations, the suspending of research activities and reduced laboratory
operations, reduced general and administrative expenses and decrease in costs
associated with a terminated public offering. This difference is especially
apparent when the Loss from Operations is compared, namely $2,333 for 1998
verses $67,480 for 1997.
Other non-operational expenses have decreased in the aggregate to $9,935 in
1998 as compared to $37,325 in 1997. This decrease is primarily attributed to
the termination of the Baxter agreement and decreased general and administrative
costs.
Liquidity and Capital Resources
From inception until the closing of the Reorganization, the Subsidiary's
primary source of funds has been the proceeds from private offerings of its
Common Stock and Stock in the Subsidiary. Since the Reorganization, the primary
source of capital has been the Company's funds.
At June 30, 1998, the Company had negative working capital of $253,664 as
compared with the Company's negative working capital of $295,150 at June 30,
1997. The change in the Company's working capital between June 30, 1998 and June
30, 1997 is attributable to settlements.
During fiscal years 1998 and 1997, the Company benefited from the exclusive
licensing agreement relating to research revenues from the Company's sustained
release technology sponsored by Baxter Healthcare. This exclusive agreement
ended December 31, 1997. The Company is actively seeking a buyer for the
Subsidiary's technologies and is actively seeking candidate companies that could
benefit from the Company's publicly traded status and possible reorganization.
The Company can give no assurance that these activities will be successful.
The drastic restructuring of its operations during the past four years has
allowed the Company to operate at significantly lower expense levels than those
of the previous years. Revenues from ErythrogenTM sales, have exceeded direct
costs for the last four fiscal years, but they are not sufficient, to carry all
other expenses not relating to ErythrogenTM, especially considering the
conversion by Baxter from an exclusive to a non-exclusive license arrangement
and loss of resulting exclusivity payments.
Dividend Policy
The Company has not declared or paid any dividends on its commons stock
since its inception and does not anticipate the declaration or payment of cash
dividends in the foreseeable future. The Company intends to retain earnings, if
any, to finance the development and expansion of its business. Future dividend
policy will be subject to the discretion of the Board of Directors and will be
contingent upon future earnings, if any, the Company's financial condition,
capital requirements, general business conditions and other factors. Therefore,
it is unlikely that dividends of any kind will ever be paid.
Effect of Inflation
Management believes that inflation has not had a material effect on its
operations for the periods presented.
Litigation and Related Matters
See "Item 3. Legal Proceedings." There are no other matters pending against
the Company as of the date of this report.
Item 7. Financial Statements
The following financial statements have been prepared in accordance with
the requirements of Item 310(a) of Regulation S-B.
INDEX Page Number
INDEPENDENT AUDITORS' REPORT F-1
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
June 30, 1998 and 1997 F-2
Consolidated Statements of Operations
Two years ended June 30, 1998 and for the
cumulative period from inception to June 30, 1998 F-3
9
<PAGE>
Consolidated Statements of Stockholders' Equity
(Deficit) for the two years ended June 30, 1998
and the cumulative period from inception to June
30, 1998 F-4
Consolidated Statements of Cash Flows
Two years ended June 30, 1998 and for the cumulative
period from inception to June 30, 1998 F-5
Notes to Consolidated Financial Statements F-6
All other schedules have been omitted because they are inapplicable or not
required, or the information is included elsewhere in the financial statements
or notes thereto.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.
Except as set forth below, there have been no changes in or disagreements
with accountants with respect to accounting and/or financial disclosure. Note,
however, that in on September 26, 1994, the Company terminated Coopers & Lybrand
("Coopers") as its certified public accountant and retained Smith, Batchelder &
Rugg. In February, 1995 Smith Batchelder & Rugg affiliated with Berry, Dunn,
McNeil and Parker who have expressed their opinion on the Company's Financial
Statements for the past four fiscal years.
In connection with the audits of the financial statements of the Company,
for the fiscal years ended June 30, 1992 and 1993 and during the period
commencing July 1, 1993 through the date of this report, there were no
disagreements with Coopers on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Coopers, would have caused
them to make reference to the subject matter of the disagreement in their
report.
Except for an explanatory paragraph concerning the Company's ability to
continue as a going concern, none of the Company's accountants reports on the
Company's financial statements contained an adverse opinion or disclaimer of
opinion, nor was it qualified as to uncertainty, audit scope or accounting
principles. However, there were certain reportable events in the Company's
Annual report for the year ended June 30, 1993 as follows:
(i)The Company's Annual report on Form 10-KSB for the year ended June 30,
1993 ("1993 Form 10-KSB") was filed with the Commission on September 28, 1993.
Coopers' report on the financial statements contained therein contained an
explanatory paragraph relating to uncertainty concerning the Company's ability
to continue as a going concern which situation was further discussed in a
footnote to the financial statements. During the period of preparation of these
financial statements, the Company was engaged in a "best efforts" public
offering to raise additional capital.
Two unsigned draft reports and associated footnotes were prepared by
Coopers, one without a going concern explanatory paragraph to be used if the
offering was completed before Coopers' report was released, the other with a
going concern explanatory paragraph if the offering was not completed. By the
release date of Coopers' report, the offering had been terminated and Coopers
released their signed report with the going concern explanatory paragraph. As
noted above, the Company's 1993 Form 10-KSB contained the explanatory paragraph
and related footnote disclosure.
Sometime later, the Company's annual report to shareholders (the "Annual
Report") was printed and, on or about January 4, 1994 was sent to shareholders.
Through an administrative oversight, a disk containing a report (unsigned) which
did not include a going concern explanatory paragraph and financial statements
which did not contain related footnote disclosure was released to the printer.
This oversight was discovered during the preparation of the 1994 Financial
Statements by the Company in reviewing it past Annual Report with its then newly
retained Auditors, Smith Bachelder & Rugg.
The Company immediately notified Coopers who, in turn, advised the Company
that, in their opinion, the Company should inform the Commission and anyone who
may be relying on the Annual Report of this situation. The Company informed the
former accountant that, due to the length of time since the distribution of
Annual Reports to shareholders, the filing with the Commission of the correct
information in the Company's 1993 Form 10-KSB and subsequent filings with the
Commission, the Company was of the opinion that no one could reasonably still be
relying on the Annual Report. Accordingly, the Company informed the Commission
and shareholders of this situation in connection with the filing and
distribution to shareholders of this Annual Report on Form 10-KSB for the year
ended June 30, 1994.
(ii) In connection with consultations with Coopers concerning the Company's
March 1994 purchase of preferred stock of Genesis Capital Corporation (now
Genesis Farms, Inc.) (See "Item 12. Certain Relationships and Related
Transactions - The Company"), Coopers informed the Company that the value
10
<PAGE>
assigned to the Company's holding of that stock as presented in the Form 10-QSB
for the quarter ended March 31, 1994 would need to be evaluated in connection
with an audit of the Company's financial statements and that additional
documentation might be necessary concerning the value assigned to that
investment if the Company's existing documentation proved to be inadequate.
Neither of the above two issues was considered in the Company's decision to
terminate Coopers. The decision to change accountants was approved by the Board
of Directors of the Company.
On July 28, 1992, the Company had engaged Coopers to be its certifying
accountant in place of Bradshaw, Smith & Co. ("former accountant"), who was
dismissed effective July 28, 1992.
During the fiscal years ended June 30, 1991 and 1990 (periods for which the
former accountant audited the Company's financial statements) and during the
period from July 1, 1991 through the date hereof, there were no disagreements
with the former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the former accountant,
would have caused it to make reference to the subject matter of the disagreement
in connection with its reports.
The former accountant's report on the Company's financial statements for
either of the two fiscal years ended June 30, 1991 did not contain any adverse
opinion or disclaimer of opinion, nor was it qualified as to uncertainty, audit
scope or accounting principles.
The decision to engage Coopers as set forth above and to dismiss the former
accountant was made by the new Board of Directors of the Company subsequent to
the June 1992 reorganization of the Company and the Subsidiary. Coopers was the
Subsidiary's independent auditors.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
The following table delineates certain information concerning the directors
and executive officers of the Company:
<TABLE>
<CAPTION>
Positions with Positions with
Name Age the Company the Subsidiary
- ---- --- -------------- --------------
<S> <C>
Richard Schubert 61 Chairman, Board of Directors
Director, Principal Financial Officer
R. Bruce Reeves 58 President (2)
Richard Whitney 60 Director Director
P. Calvin Maybury 74 (1) (1)
</TABLE>
(1) Dr. Maybury, a founder of the Company, resigned as a Director effective
September 30, 1997
(2) Dr. Reeves served as President, CEO and Director until October 4, 1996. He
was re-appointed as acting President of the Company on February 11, 1998 to
serve until a successor is duly qualified and elected.
Directors are elected by the stockholders to serve until the next annual
meeting of stockholders or until their successors have been elected and have
duly qualified. Officers are appointed to serve until the meeting of the Board
of Directors following the next annual meeting of stockholders and until their
successors have been elected and have qualified. Richard Whitney was appointed a
Director of the Company following the Reorganization in accordance with the
provisions of an investment agreement between the Subsidiary and The Venture
Fund of Washington (see "Item 12. Certain Relationships and Related
Transactions-The Subsidiary").
A summary of the business experience of each current officer and director
of the Company and the Subsidiary is as follows:
RICHARD SCHUBERT has been Chairman of the Board of Directors of the Company
since July 1992. Mr. Schubert is currently a business consultant. From December
1990 through September 1995, Mr. Schubert was the President of The Points of
Light Foundation, a foundation created to encourage Americans to become directly
involved in consequential community service in respect of critical social
issues. From June 1989 to December 1990 he was a business consultant. He served
as President of the American Red Cross (1983-1989) and was a former Vice
Chairman and President of Bethlehem Steel until 1982. Mr. Schubert has extensive
11
<PAGE>
experience in law, business and government. During his career with Bethlehem
Steel, which began in 1961, he was appointed to serve in the public sector as
Assistant to the Under Secretary of Labor (1970) Solicitor of the Department of
Labor (1971) and Under Secretary of Labor (1973). Mr. Schubert is a member of
the Council of Foreign Relations and he serves as a director of a number of
philanthropic and business organizations. Mr. Schubert graduated Cum Laude from
Eastern Nazarene College in Quincy, Massachusetts with a Bachelor of Arts
degree, and from Yale Law School with a Bachelor of Law degree. Mr. Schubert,
along with Dr. Reeves, serves as an officer of NCPI, Inc., a non-profit
subsidiary of Eastern Nazarene College.
R BRUCE REEVES, Ph.D., has been the President and Chief Executive Officer
of the Company since May 1993. He has been Secretary and a Director of the
Company since July 1992 and Chief Executive Officer, Secretary and a Director of
the Subsidiary until June 1995 when operations of the Subsidiary were curtailed.
In August 1995 Dr. Reeves agreed to serve as an Officer and Director of NCPI,
Inc., an affiliate of Eastern Nazarene College of which Dr. Reeves is an
alumnus. Dr. Reeves has over twenty-five years of experience in start-up
ventures, and has spent over ten years in high-tech business and product
development, including five years (1964-1969) with General Electric Company on
several business development operations. From 1969 to 1979 Dr. Reeves was a
Principal in a high tech start up company and several syndicated real estate
partnerships. From 1979 to 1989 he served as Chairman and CEO of Monadnock
Partners, Inc., a family owned real estate management and development entity
involved in hotels, commercial office buildings and multi-tenant industrial
projects. Dr. Reeves, along with a corporate affiliate, was a principal in a
number of real estate ventures including four hotel projects in the Northeast.
Dr. Reeves oversaw three of these hotel partnerships through bankruptcy
proceedings in the New Hampshire and Connecticut Districts. As a result of
related litigation and personal guarantees for these partnerships, Dr. Reeves
filed for personal bankruptcy protection in the New Hampshire District in May
1989 and certain elements of the proceedings are still pending. From 1989 to
1996, Dr. Reeves devoted his full time to the business of the Company, its
predecessor; Fluid Life Systems, Inc. ("FLS") and the Subsidiary. Dr. Reeves is
currently an officer of RT Robertson, Inc., a family owned consulting firm which
provides management services to a number of companies, including the Company, on
an as needed basis.
PAUL CALVIN MAYBURY, Ph.D., was President and Chief Executive Officer of
the Company from July 1992 to May 1993. He has been a Director of the Subsidiary
since June 1991 and of the Company since July 1992. Dr. Maybury has over
thirty-six years of experience in the area of Physical Chemistry research, the
last twenty-four of which include research and development in the pharmaceutical
industry. Dr. Maybury was a professor of chemistry at the University of South
Florida ("USF") from 1961 to 1992 and was Chairman of the Department of
Chemistry at USF from 1963 to 1974. Dr. Maybury was Vice President and Director
of Research and Development (1980-1988), a Director (1976-1988) and a consultant
(1975-1979) to the Belmac Corporation, a public pharmaceutical company. Dr.
Maybury holds professional membership in the American Chemical Society and is a
Fellow of the American Institute of Chemists. Dr. Maybury received a Ph.D. in
chemistry from The Johns Hopkins University in 1952. Effective September 30,
1997 Dr. Maybury resigned as a Director of the Company.
RICHARD WHITNEY has been a Director of the Company since July 1992. He is
currently a Principal in a Snelling & Snelling franchise located in Washington
D.C. Formerly Mr. Whitney served as a general partner of The Venture Fund of
Washington (the "Fund") from 1989 until August of 1994. The Fund has investments
that include pension funds, insurance companies, banks, and corporations. It
has, as a corporate general partner, ICF International that is a consulting and
engineering firm based in Washington, DC. Mr. Whitney has managed venture funds
since 1972, beginning with direct responsibility for the management of the
Direct Investment Fund at Overseas Private Investment Corporation. In the
mid-1970's, he served as Executive Vice President of Narragansett Capital. In
1977, with others, Mr. Whitney purchased a controlling interest in Columbia
Ventures, Inc., an SBIC located in Washington, DC. Mr. Whitney has served as
President and a Director of that company since 1978. Mr. Whitney is a past
director of the Alumni Association and Sports Foundation of Brown University.
Compliance with Section 16(a) of The Securities Exchange Act of 1934
Based solely on a review of such materials, as required by the Securities
and Exchange Commission, the Company has no knowledge that any officer, director
or beneficial holder of more than ten percent of the Company's issued and
outstanding shares of Common Stock failed to file, with the Securities and
12
<PAGE>
Exchange Commission, any form or report required to be so filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year
ended June 30, 1998.
Item 10. Executive Compensation
The following table shows all the cash compensation paid or to be paid by
the Company or any of its subsidiaries, as well as certain other compensation
paid or accrued, during the fiscal years indicated, to the Chief Executive
Officer for such period in all capacities in which he served. No other Executive
Officer received total annual salary and bonus in excess of $100,000 during the
fiscal years ended June 30, 1995 and 1994. Through June 30, 1997 Dr. Gauci
received compensation totaling $30,000 as President of the Subsidiary. Dr. Gauci
is no longer drawing compensation and is available to serve as a Consultant on
an as needed basis.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Annual Restricted All Other
Bonus Compen- Stock Compen-
Name and Principal Payouts sation Award LTIP sation
Position Year Salary ($) ($) ($) SAR's ($) ($)
- ------------------------------ ------ ------ --- --- -------- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R. Bruce Reeves 1998 -0- -0- -0- -0- -0- -0- -0-
President and former 1997(1) 10,000 -0- (2) -0- -0- -0- -0-
Chief Executive 1996 90,000 -0- (2) -0- 416,700 -0- -0-
Officer 1995 120,000 50,000 (2) -0- 496,500 -0- -0-
1994 120,000 -0- (1) -0- 200,000(3) -0- -0-
1993 117,000 20,000 (1) -0- -0- -0- -0-
1992 86,000 10,000 -0- -0- -0- -0- -0-
</TABLE>
(1) On April 1, 1996 the direct employment of R. Bruce Reeves, then
President/CEO of the Company terminated. All of Reeves' contractual rights and
unissued options were assigned to R T Robertson Consultants, Inc., a Reeves
family affiliate. In fiscal years ended June 30, 1998 and 1997, respectively R T
Robertson Consultants, Inc. charged the Company $1,500 and $35,000 for executive
oversight of the Company and its Subsidiary. Between April 1 and June 30, 1996
R. T. Robertson billed the Company $33,300, including expense reimbursements,
for executive oversight of the Corporations. Under the terms of the R T
Robertson Consultants, Inc. Agreement with the Company, Dr. Reeves, an employee
of R T Robertson Consultants, Inc. serves as President/CEO of the Company.
(2) Value of benefits and other perquisites are less than 10% of the total
annual salary and bonus.
(3) Effective October 4, 1996 these 200,000 options have been forfeited by
Dr. Reeves.
The following table sets forth information with respect to the Chief
Executive Officer concerning the grants of options and Stock Appreciation Rights
("SAR") during the past fiscal year:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Options/SARs
Options/ Granted to
SARs Employees in Exercise or Base Expiration
Name Granted Fiscal Year Price ($/Sh) Date
- -------- -------- ------------ ---------------- ----------
<S> <C> <C>
Chief Executive Officer -0- 0%
- --------------------
</TABLE>
13
<PAGE>
The following table sets forth information with respect to the Chief
Executive Officer concerning exercise of options during the last fiscal year and
unexercised options and SARs held as of the end of the fiscal year:
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End(#) at FY-End(#)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
- ----------- ------------ ----------- ------------- -------------
<S> <C> <C> <C> <C>
Chief Executive Officer -0- -0- -0- -0-
</TABLE>
The following table sets forth information with respect to the Chief
Executive Officer concerning awards under long term incentive plans during the
last fiscal year:
Estimated Future Payouts under Non-Stock Price-Based Plans
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
Performance
Number of or other
Shares, units Period Until
Or Other Maturation or Threshold Target Maximum
Name Rights(#) Payout ($ or #) ($ or #) ($ or #)
- --------- ------------ ------------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Chief Executive Officer -0- -0- -0- -0- -0-
</TABLE>
Directors are not compensated for acting in their capacity as Directors
except for options granted pursuant to the 1992 Directors Option Plan..
Directors are reimbursed for their expenses incurred in attending meetings and
conducting their duties. In April 1995, the Directors, Messrs. Schubert, Maybury
and Whitney were awarded 129,000 options exercisable into 129,000 shares of
common stock at $.08 per share. In September 1995, Directors Messrs. Schubert,
Maybury and Whitney were awarded an additional 50,000 options exercisable into
50,000 shares of common stock at $.17 per share. These options were for
consulting services unrelated to their position as directors. The options
originally were to expire on December 31, 1997 and December 31, 1999,
respectively. On February 11, 1997 the exercise period of these and all other
issued options, which are presently outstanding, were extended by three
additional years.
Though March 31, 1996 R. Bruce Reeves, President and Chief Executive
Officer had an employment agreement with the Company. Pursuant to the agreement,
Dr. Reeves receives an annual salary of $120,000. Pursuant to the Agreement, Dr.
Reeves also received options to purchase 200,000 shares of the Company (see the
"Option/SAR Grants in Last Fiscal Year" table above). These 200,000 option
shares were voluntarily forfeited by Dr. Reeves effective October 4, 1996.
Effective April 1, 1996, the Company entered into a consulting agreement with R
T Robertson Consultants, Inc. to provide the services of Dr. Reeves through the
end of the fiscal year ending June 30, 1997. Dr. Reeves served as President and
CEO until October 4, 1996 when he resigned. Robertson consulted for the Company
through the end of fiscal year June 30, 1997 and, on an as needed basis, from
July 1997 through January 1998. On February 11, 1998, Dr. Reeves was appointed
by the board of Directors to act as President of the Company until a successor
is duly qualified and elected. .
In May 1994, in consideration of a partial salary deferral and Dr. Reeves'
continued involvement with the Company, Dr. Reeves was granted an additional
496,500 options exercisable at a price of $.15 per share (the average per share
market price on the date of issue). Effective April 1, 1996 this option was
terminated. A new option was issued to R T Robertson Consultants, Inc. These
options expire on December 31, 2002 if not exercised. (See item 11).
14
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners -- The persons set forth on
the charts below are known to the Company to be the beneficial owners of
more than 5% of the Company's outstanding voting Common Stock as of the
date hereof.
Genesis Farms, Inc (Formerly Genesis Capital, Inc)., 507 North Belt East,
Suite 240, Houston, TX 77060 has been issued 1.5 Million shares of Rule 144
stock representing 15.4% of issued shares (13.5% of issued shares plus
exercisable options). The Company has initiated an agreement with a party
claiming to have an interest in 1.4 million of these shares to recover 1.25
million of these shares of the Company's stock. These shares were earlier
exchanged with Genesis in exchange for advancing certain legal costs to this
party and providing certain registered shares of the Company's stock. This
agreement does not involve the Company in any litigation related to this
transaction.
Sandra J. Reeves, 754 Strawhill, Manchester, NH 03104 owns 992,104 number
of shares individually and/or beneficially. Mrs. Reeves is a stockholder in RT
Robertson Consultants, Inc. and controls ninety percent (90%) of the shares of R
T Robertson Consultants, Inc.'s common stock. Mrs. Reeves is the spouse of Dr.
R. Bruce Reeves, president of the Company. In addition R T Robertson
Consultants, Inc. holds 913,200 options convertible into a like number of shares
of common stock. In the aggregate, inclusive of common stock outstanding and
exercisable options, Mrs. Reeves owns directly or beneficially 1,905,304shares
and/or options representing 10.2% of issued shares (17.2% of issued shares plus
exercisable options) for named security owers.
(b) Security Ownership of Management -- Information concerning the number
and percentage of shares of voting Common Stock of the Company owned of record
and beneficially by management, is set forth on the charts below.
<TABLE>
<CAPTION>
Name and Number of Shares Percent of
Address of Beneficially Common Stock
Beneficial Owner Owned* Outstanding**
- --------------------- ---------------- -------------
<S> <C> <C>
R. Bruce Reeves 1,950,697 (1)(5) 17.6%
754 Straw Hill
Manchester, NH 03104
Richard Schubert 432,639 (1)(2)(4) 3.9%
7811 Old Dominion Drive
McLean, VA 22102
Richard Whitney 318,771 (1)(2)(4) 2.9%
1612 K St. N.W. #308
Washington, DC 20006
All Officers and
Directors as a Group
(3 Persons) 2,702,107 (1)(2)(3)(4)(5) 24.4%
- ---------------------------
</TABLE>
* Except as indicated in the footnotes below, each person has sole voting
and dispositive power over the Shares indicated.
** Based upon 9,736,659 shares issued and outstanding and 1,625,200
exercisable options for the above named persons, as of the date hereof.
Notes:
15
<PAGE>
(1) Excludes possible subsequent issuances of additional Shares based upon
performance criteria (see "Item 12. Certain Relationships and Related
Transactions-The Reorganization").
(2) Includes 179,000 shares each for Messrs. Schubert, Maybury and Whitney that
are issuable upon exercise of a like number of options that are pursuant to
consulting agreements with these individuals.
(3) Includes 140,508 Shares held individually by Dr. Maybury's wife. Dr.
Maybury disclaims beneficial ownership of the Shares held individually by
his wife
(4) All Shares are owned by The Venture Fund of Washington, a limited
partnership. Mr. Whitney is a limited partner owning approximately 19% of
the limited partnership.
(5) Includes 40,500; 42,500; and 42,500 options currently exercisable under the
Company's Directors' Stock Option Plan to Messrs. Maybury, Schubert and
Whitney, respectively.
6) Excludes 1,866,622 shares and/or options held by R T Robertson Consultants,
Inc., Dr. Reeves' family owned trust and Dr. Reeves wife. Dr. Reeves
disclaims beneficial ownership and personal interest in shares held by
these related parties.
Item 12. Certain Relationships and Related Transactions
The Reorganization
By Agreements dated June 3, 1992 (collectively, the "Agreement"), the
Company agreed to acquire up to 100% of the then issued and outstanding shares
of Common and Preferred Stock of the Subsidiary in exchange for approximately
3,030,149 Shares of Common Stock (the "Reorganization"), plus certain contingent
Shares. The Agreement has been filed with the Commission as an Exhibit to the
Registration Statement (of which this Prospectus is a part) and is incorporated
herein by this reference. In August 1992, the Subsidiary, a California
corporation, reincorporated in Delaware.
The purpose of the Reorganization was to provide the Company with
substantive operations and to provide the Subsidiary funds to commence
substantive operations.
Effective June 30, 1992, pursuant to the terms of the Agreement, the
Subsidiary stockholders owning an aggregate of 4,342,037 shares of Subsidiary
Common and/or Preferred Stock, exchanged these Shares for an aggregate of
2,463,711 Shares of Company Common Stock. The "Exchange Ratio" was one Share of
Subsidiary Common or Preferred Stock for .56741 Company Shares of Common Stock.
An additional 240,085 Subsidiary Shares were subsequently exchanged for 136,225
Company Shares (now representing 26.7% of the Company's issued and outstanding
Shares when aggregated with the other Shares issued in the Reorganization). The
remaining Subsidiary stock (including Common shares issuable upon the exercise
of certain options and warrants) were not exchanged because such additional
exchange would have deprived the Company of the exemption from registration
relied upon to effect the initial exchanges (Rule 506 of Regulation D under the
Act).
Although the Exchange Ratio is the same for all the Subsidiary Stock, there
are two categories of Subsidiary stockholders, each category having different
registration rights. The first category holders have registration rights with
regards to 10% of their shares. Further and, pro rata, they are entitled to a
percentage of an aggregate of up to an additional 1,022,130 Shares of restricted
Common Stock (the "Contingent Shares"), the actual aggregate number of
Contingent Shares to be determined based upon formulas related to annual gross
revenues or profits. The rights to the Contingent Shares are not transferable.
No Contingent Shares have been issued to date and further, management does not
expect any of these contingent shares to ever issue due to the difficulty in
achieving the conditions precedent thereto by June 30, 1996.
None of the shares with registration rights were registered (see "The
Selling Security holders' Offering" below) and all of the shares have been held
in excess of three years making them eligible for resale, subject to certain
limitations, under Rule 144.
The Company
On January 17, 1992, the Company distributed a majority of its shares of
Vegas Chips, Inc., to the Company's stockholders of record on a pro rata basis
as a dividend. The dividend was distributed at the rate of .6 (6/10) share of
Vegas Chips, Inc. Common Stock for each one Share of Company Common Stock owned.
16
<PAGE>
On April 20, 1992, the Company sold 591,600 Shares of its restricted Common
Stock at $2.50 per Share for gross proceeds of $1,479,000 (net proceeds of
$1,304,000) in a private offering. These Shares were to be registered for sale
to the public; however, none of the shares were registered (see "The Selling
Security holders' Offering" below) and all of the shares have been held in
excess of three years making them eligible for resale, subject to certain
limitations, under Rule 144. Union Equity Partners ("UEP") holds 2,400 options,
each option entitling the holder to purchase one Share at a price of $6.00 per
Share through January 20, 1999. UEP was a broker involved in the April 1992
private offering. The Company has agreed to notify the holders of these options
anytime it intends to file a registration statement under the Act and, if
requested by such holders, to register the Shares issuable upon exercise of
these options in such registration statement.
In May and July 1994, the Company issued options to purchase an aggregate
of 1,202,250 shares to current and former officers and consultants in lieu of
cash, including 200,000 options to Grayson (see next paragraph) and 496,500
options to R. Bruce Reeves (see "Item 10. Executive Compensation").
In July 1994, the Company engaged Gerald Grayson and F. J. Daugherty d/b/a
Grayson & Associates ("Grayson") of Denver, Colorado to assist the Company in
corporate development activities, on an exclusive basis. Their services include
finding one or more corporate partners or others to provide funding or otherwise
assist in the further development, commercialization or distribution of the
Company's products and technologies. Grayson, founded in 1986, specializes in
assisting merging growth and development stage companies in the healthcare
industry. For its first year of services, Grayson received options to purchase
up to 200,000 shares of Company Common Stock at an exercise price of $.20 per
share. The agreement initially ran for one year and is continuing on a month to
month basis under an informal extension without compensation. The agreement can
be terminated on one month's prior notice. Under the terms of the agreement,
when Grayson secures financing or provides introductions that lead to other
business transactions, Grayson will be entitled to a finder's fee. The finders
fee is based upon 8% of the first $1,000,000 of financing secured, and,
thereafter descending 1% per $1,000,000 for the next $2,000,000 and 5% of each
$1,000,000 thereafter. Other business transactions carry a fee of 5% of the
first $2,000,000 in transaction value, descending 1% per $2,000,000 for the next
$6,000,000 and 1% of amounts in excess of $8,000,000.
On March 31, 1994, the Company acquired 150,000 shares of 6% cumulative,
convertible preferred stock of Genesis Farms, Inc. (then Genesis Capital
Corporation) ("Genesis") in consideration for issuing 1,500,000 shares of the
Company's Common Stock. On March 31, 1994, the Company's stock had a fair market
value of one dollar. In accordance with generally accepted accounting principles
(the cost method of accounting for nonmarketable investments), the Company
recorded the investment in Genesis at $1,500,000. Management believes the value
of Genesis stock has been permanently impaired and has reduced the basis of the
Genesis preferred stock to $180,000 at June 30, 1995. Due to further impairment,
the asset was written down to $0 at June 30, 1996, the value of which remains
unchanged at June 30, 1997 and 1998. The amount of the permanent impairment was
determined by reviewing recent trading price of Genesis common stock and
relating such via the conversion rights of the Preferred stock since the
underlying common stock will be salable under Rule 144 within six months (as
required by SFAS No. 115). The value differs significantly from its historical
cost value. See Note 11 to the Consolidated Financial Statements. On September
16, 1996, the Company entered into agreement to advance $10,000 in legal fees to
a party claiming to have an interest in the shares exchanged by the Company for
the Genesis shares. Under this agreement, if the Company is successful, it will
recover up to 1.25 million of its own shares, such to be canceled and to reduce
shares outstanding in like amount. 100,000 shares have been recovered as of the
date of this 10KSB report.
In May 1994, the Company borrowed $12,000 from a Director/Stockholder for
one year at 9% interest secured by 3,600 shares of Genesis preferred stock. At
June 30, 1996 the Company owed R T Robertson Consultants, Inc. $87,734). In
conjunction with the now terminated TheraMed transaction, Robertson and Mr.
Schubert have agreed to defer payment of these amounts, without interest, for a
period of up to three years ending 12/31/99. This deferral remains in force and
anytime the Company reaches $2 million in working capital, these amounts shall
become due. Mr. Schubert has released any interest he holds in the Genesis
shares.
In December 1996, the Company was advanced $27,500 from TheraMed partners,
Inc. which is still outstanding.
Between December 1997 and January 1998 the Company issued an aggregate of
365,000 shares of it's common stock in settlement of $33,441 of the Company's
and the Subsidiary's liabilities.
17
<PAGE>
The Subsidiary
Effective June 1991, the Subsidiary acquired FLS' assets including the
Subsidiary Technologies in exchange for approximately $595,000 in payments of
cash to and/or on behalf of FLS and through the assumption of specific FLS'
liabilities. In addition, the Subsidiary issued 57,437 shares of its Common
Stock directly to certain FLS creditors.
The hemoglobin stabilization technology was acquired by FLS, without
warranty, from the Trustee in Bankruptcy of Pacific Brotherhood Investment Corp.
("PBIC"). George Lofink, president and CEO of FLS, was an officer, director and
principal stockholder of PBIC. The PBIC technology was acquired in exchange for
$50,000 and the assumption of the costs (approximately $115,000 of funding
PBIC's litigation against certain parties previously affiliated with PBIC ("the
Erythro Litigation"). The Erythro litigation was settled in December 1991.
Pursuant to the settlement and subsequent negotiations, the plaintiffs therein
relinquished any and all claims to the technology in return for $47,000, all of
which has been paid.
The drug release technology rights were initially licensed by FLS from
Valcor Scientific Ltd. ("Valcor") in exchange for future royalty payments. In
April 1992, Norman Eisner, Valcor's successor, agreed to cancel all future
royalty payments and to assign to the Company the Valcor patents and technology
for 327,500 shares of the Subsidiary's Common Stock. In addition, Mr. Eisner
accepted 82,073 additional shares of the Subsidiary's Common Stock in lieu of
$265,000 of the $350,000 minimum royalty payment called for under the license
agreement. The remaining $85,000 was paid in July 1992, at which time title to
the drug release technology rights was assigned to the Company. A percentage of
the above discussed shares and funds were given to a former Valcor research
consultant.
In connection with the transfer of the certain Technologies to the
Subsidiary and, in settlement of the FLS' employment agreements with its then
president, George Lofink, and its then Secretary, Linda Carter, the Company has
paid approximately $91,582 to Mr. Lofink and has paid approximately $2,500 to
Ms. Carter. In addition, the Company has delivered notes to Mr. Lofink and Ms.
Carter. The combined balance due on these notes at June 30, 1995 was $38,975.
(see "Item 3. Legal Proceedings" for further discussion regarding these notes).
The Subsidiary also paid $131,386 and 1,200 Shares in legal fees incurred by Mr.
Lofink in his defense of the Erythro litigation.
Prior to the Reorganization the Subsidiary owed to its predecessor, FLS
approximately $173,314 (consisting of $116,852 in loans and $31,355 for services
from its predecessor and $25,107 in loans to present and former officers and/or
directors of the Subsidiary and/or officers and/or directors of the Company).
With the exception of $1,260, all of these liabilities were canceled prior to
the reorganization in exchange for the issuance of an aggregate of 62,565 shares
of the Subsidiary's Common Stock. All of these 62,565 Subsidiary shares were
exchanged for 35,500 Shares of the Company's Common Stock in the Reorganization
and were to be registered in the Selling Security holders' Offering. None of the
shares were registered (see "The Selling Security holders' Offering" below) and
all of the shares have been held in excess of two years making them eligible for
resale, subject to certain limitations, under Rule 144.
In December 1991, the Subsidiary issued 751,000 shares of Preferred Stock
for gross proceeds of $375,500 in a private offering to investors who are
accredited.
In March 1992, the Subsidiary issued 171,430 shares of its Common Stock for
gross proceeds of $250,000 to The Venture Fund of Washington (the "Fund").
Pursuant to the terms of the investment agreement between the Subsidiary and the
Fund, the Subsidiary agreed to nominate two Fund designees to the Board of
Directors of the Subsidiary and any of its successors. In addition, each
Subsidiary Director agreed to vote in favor of the appointment of the two Fund
designees. In accordance with the investment agreement, Richard Whitney and
Walter Flamenbaum, M.D., the two Fund designees, were appointed Directors of the
Company following the reorganization which appointments were confirmed by
stockholders at the Company's October 29, 1992 annual meeting. Dr. Flamenbaum
resigned from the Board in June 1993.
In April 1992, the Subsidiary issued 6,858 shares of its Common Stock for
gross proceeds of $10,000 to an unaffiliated accredited investor.
The shares issued to the Fund and to the unaffiliated investor were
exchanged for Shares of Common Stock of the Company in the Reorganization and
were to be registered in the Selling Security holders' Offering. None of these
shares were registered (see "The Selling Security holders' Offering" below) and
all of the shares have been held in excess of two years making them eligible for
resale, subject to certain limitations, under Rule 144.
In June 1992, the Subsidiary issued Common Stock purchase warrants to
purchase up to 153,313 shares of the Subsidiary's Common Stock at an exercise
price of $1.40 per share (the price equivalent to the Company's Common Stock
18
<PAGE>
offering price in its April 1992 private offering). These warrants were issued
to Paul Calvin Maybury, Richard F. Schubert, R. Bruce Reeves, Glen Urquhart,
Richard Whitney and Walter Flamenbaum, as a group. These warrants have expired.
In August 1992, the Subsidiary changed its name to "BIORELEASE
Technologies, Inc." and its state of incorporation by merging into a newly
formed Delaware corporation.
In June 1996, the Company issued 509,396 shares of its Common Stock
(inclusive of 41,305 shares that were issued effective July, 1996) in settlement
of, $5,783 in 1997, $29,366 in 1996 and $286,283 in 1995 of the Company's and
the Subsidiary's liabilities.
The Selling Securityholders' Offering
The Company had filed a registration statement to register 1,093,973 Shares
on behalf of certain Selling Security holders for sale to the public. Of the
1,093,973 shares 462,373 shares were being registered pursuant to the Company's
commitments under the Reorganization Agreement and certain creditors (see "The
Reorganization" above). 40,000 shares were registered pursuant to the settlement
of the Raab litigation (see "Item 3. Legal Proceedings").The remaining 591,600
Shares were registered pursuant to the Company's commitment under the terms of a
private offering conducted in April 1992 prior to the consummation of the
Reorganization (see "The Company" above). In addition, the Company was
registering 250,000 shares issuable upon exercise of 250,000 options. In June
1994, the Company determined not to proceed with the Selling Security holders'
offering because all of the shares being registered on behalf of Selling
Security holders therein became eligible for resale under Rule 144 and all of
the options (exercisable into the other shares registered therein) had expired.
The Exchange Offering
As noted above, in "The Reorganization," 4,582,122 shares of the Subsidiary
were exchanged for 2,599,936 Shares of the Company. In order to acquire the
remaining 767,071 shares of the Subsidiary's Common Stock (including shares
issuable upon exercise of certain options and warrants), the Company had filed a
registration statement to register 435,244 Shares for issuance to the remaining
Subsidiary Stockholders in exchange for their Subsidiary shares. The Company
believes this exchange of shares will be postponed indefinitely because the
Company believes it cannot meet State and Federal securities regulations related
to this exchange.
Terminated Public Offering
In July 1993, the Company registered 160,000 Units for sale to the public
at a price of $15.00 per Unit on a "40,000 Unit-or-none best efforts" basis.
Each Unit consisted of five shares of Common Stock and three Class B Common
Stock to Purchase Warrants. During the offering period, prior to sale of the
minimum offering, there was a decline in the bid price of the Company's Common
Stock. As a result, the Company and the Underwriter terminated the offering in
September 1993.
PART IV
Item 13. Exhibits and Reports on form 8-K.
Reports on Form 8-K
The Company has filed the following Reports on Form 8-K during the year
ended June 30, 1995 with the principal office of the Securities and Exchange
Commission in Washington, DC. Form 8-K filed with the Securities and Exchange
Commission on September 29, 1994; Amendment No. 1 thereto (Form 8-K/A) filed
with the Securities and Exchange Commission on November 3, 1994.
Exhibits
NONE
19
<PAGE>
<TABLE>
<CAPTION>
Exhibits incorporated by reference
<S> <C> <C>
3a Certificate of Incorporation of Company (1)
3b Amendment to Certificate of Incorporation of Company (1)
3c By-Laws of the Company (1)
10c Stock Reorganization Agreement between the Company and the Subsidiary (2)
10d 1992 Stock Option Plan (3)
10e 1992 Directors' Stock Option Plan (3)
10f Patent-Chondroitin Drug Complexes (4)
10g Patent-Stabilization of Proteins and Peptides by Chemical Binding with Chondroitin (4)
10i Consulting Agreement with Wall Street Consultants (4)
10j Options with USA, Wall Street Consultants and Union Equity Partners (4)
10l TSI Agreement (4)
10m Cell Trends Agreement (4)
10n Dr. Reeves' Employment Agreement (5)
10o Chestnut Drive lease
14a Canadian patent for "Method for Protein Stabilization"(4)
14b European patent for "Continuous Processes for Modifying Biologically
Active Materials and the Products Therefrom"(4)
16a Accountants' Letter (6)(7)
22c Subsidiaries (see "Item 1. Business")
</TABLE>
- ---------------------------
(1) Previously filed with the Commission as an Exhibit to the Registration
Statement on Form S-1, as amended, file No. 33-43976 and, by this reference,
incorporated herein.
(2) Previously filed as an exhibit to the Company's Form 8-K filed with the
Commission June 8, 1992, file No. 0-15260, and, by this reference, incorporated
herein.
(3) Previously filed as an Exhibit to the Company's Form 10-K for the year
ended June 30, 1992 filed with the Commission on September 28, 1992, file No.
0-15260, and, by this reference, incorporated herein.
(4) Previously filed with the Commission as an Exhibit to the Registration
Statement on Form S-1, as amended, file No. 33-59902 and, by this reference,
incorporated herein.
(5) Previously filed with the Commission as an Exhibit to the Company's
Form 10-KSB for the year ended June 30, 1993 filed with the Commission on
September 28, 1994, file no. 33-43976, and, by this reference, incorporated
herein.
(6) Previously filed as an exhibit to the Company's Form 8-K filed with the
Commission July 30, 1992, file No. 0-15260, and, by this reference, incorporated
herein.
(7) Previously filed as an exhibit to the Company's Form 8-K/A filed with
the Commission November 3, 1994, file No. 0-15260, and, by this reference,
incorporated herein.
Statements contained in this Form 10-KSB as to the contents of any
agreement or other document referred to are not complete. Where such agreement
or other document is an exhibit to the Report or is included in the forms
indicated above, each such statement is deemed amplified and qualified in all
respects by such provisions.
20
<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: November 13, 1998 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, November 13, 1998
--------------------- -------------------------- ---------------------
Richard F. Schubert Director and
Principal Financial Officer
/s/ Richard Whitney Director November 13, 1998
--------------------- -------------------------- ---------------------
Richard Whitney
21
<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.
Does not apply.
22
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY
(A Development Stage Enterprise)
Consolidated Financial Statements
June 30, 1998
With Independent Auditors' Report
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
Biorelease Corp.
We have audited the accompanying consolidated balance sheets of Biorelease Corp.
and Subsidiary (a development stage enterprise) as of June 30, 1998 and 1997,
and the related consolidated statements of operations, changes in stockholders'
deficit, and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Biorelease Corp. and
Subsidiary as of June 30, 1998 and 1997, and the results of their operations and
their cash flows for the years then ended, in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1, the
Company is a development stage enterprise that, since its inception, has
incurred operating losses, and the Company does not have sufficient working
capital to support its future operations on an ongoing basis. Because of these
factors, there is substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are discussed in Note 1.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
The consolidated financial statements of Biorelease Corp. and Subsidiary for the
period from inception to June 30, 1998 have been audited by us and other
auditors. Those reports expressed an unqualified opinion on those statements,
with an explanatory paragraph regarding the uncertainty of the entity's ability
to continue as a going concern.
Manchester, New Hampshire
October 27, 1998
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Consolidated Balance Sheets
June 30, 1998 and 1997
ASSETS
1998 1997
---- ----
Current assets
Cash $ 1,320 $ 15,277
Accounts receivable - trade 8,455 8,099
- other 745 195
Inventory 18,434 19,681
Prepaid expenses and other current assets - 180
-------- --------
Total current assets 28,954 43,432
-------- --------
Equipment, net 10,971 18,987
-------- --------
Other assets
Intangible assets, net 20,449 32,347
Other 300 699
-------- --------
Total other assets 20,749 33,046
-------- --------
Total assets $ 60,674 $ 95,465
======== ========
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
- 2 -
<PAGE>
LIABILITIES AND STOCKHOLDERS' DEFICIT
1998 1997
---- ----
Current liabilities
Note payable $ 27,500 $ -
Accounts payable 113,515 116,397
Accrued expenses 93,954 141,243
Current portion of notes payable - stockholders 46,100 58,575
Other current liabilities 1,549 2,367
Deferred income - 20,000
---------- ----------
Total current liabilities 282,618 338,582
---------- ----------
Notes payable - long-term portion
Stockholders 14,955 14,955
Other 16,000 16,000
---------- ----------
Total notes payable - long-term portion 30,955 30,955
---------- ----------
Other liabilities - related party 87,734 87,734
---------- ----------
Total liabilities 401,307 457,271
---------- ----------
Commitments and contingencies (Note 5)
Stockholders' deficit
Common stock of $.01 par value; 50,000,000 shares
authorized, 10,286,659 and 9,921,659 shares
issued and 9,736,659 and 9,371,659 shares
outstanding as of June 30, 1998 and 1997,
respectively 102,867 99,216
Additional paid-in capital 9,140,088 9,110,298
Development stage accumulated deficit (9,528,088) (9,515,820)
Stock subscriptions receivable (50,000) (50,000)
---------- ----------
(335,133) (356,306)
550,000 shares of treasury stock - at par 5,500 5,500
---------- ----------
Total stockholders' deficit (340,633) (361,806)
---------- ----------
Total liabilities and stockholders' deficit $ 60,674 $ 95,465
========== ==========
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Consolidated Statements of Operations
Years Ended June 30, 1998 and 1997 and
the Cumulative Period from Inception to June 30, 1998
<TABLE>
<CAPTION>
Period From
For the Year Ended June 30, Inception to
1998 1997 June 30, 1998
---- ---- -------------
<S> <C> <C> <C>
Revenues
Sales $ 15,121 $ 26,266 $ 161,434
Sponsored research 47,154 81,518 355,620
Grant revenues - - 33,117
Other income 550 1,500 9,050
---------- ---------- ----------
Total revenues 62,825 109,284 559,221
Cost of revenues 2,041 7,999 25,337
---------- ---------- ----------
Gross profit 60,784 101,285 533,884
---------- ---------- ----------
Costs and expenses
Research and development - - 2,558,041
Purchased technology - - 690,000
General and administrative 63,117 168,765 4,267,514
Cell culture operations - - 601,116
---------- ---------- ----------
Total costs and expenses 63,117 168,765 8,116,671
---------- ---------- ----------
Loss from operations (2,333) (67,480) (7,582,787)
---------- ---------- ----------
Other income (expense)
Interest, net (8,435) (6,909) 72,007
Litigation costs - - (99,242)
Offering costs (1,500) (43,512) (336,446)
Option compensation - - (219,375)
Other - - (23,034)
Accelerated lease commitment cost - - (315,000)
Recognized loss for decline in value of investment - - (1,500,000)
Gain on sale of equipment - - 62,616
Income recognized on settlements - 13,096 293,606
---------- ---------- ----------
Other expense, net (9,935) (37,325) (2,064,868)
---------- ---------- ----------
Loss before provision for income taxes and cumulative
effect of change in accounting principle (12,268) (104,805) (9,647,655)
Provision for income taxes
- - 343,873
---------- ---------- ----------
Loss before cumulative effect of change in accounting principle (12,268) (104,805) (9,991,528)
Cumulative effect of change in accounting principle
- - 463,440
---------- ---------- ----------
Net loss $ (12,268) $ (104,805) $ (9,528,088)
========== ========== ==========
Weighted average shares 9,551,242 9,388,325 6,034,765
========== ========== ==========
Basic and diluted loss per share $ (0.00) $ (0.01) $ (1.58)
========== ========== ==========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Consolidated Statements of Stockholders' Deficit
Years Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>
Common Stock Development
Number Additional Stage Stock Total
of Capital Paid-in Accumulated Subscription Treasury Stockholders'
Issued Shares Amount Capital Deficit Receivable Stock Deficit
------------- ------- ---------- ----------- ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1996 9,880,354 $ 98,803 $ 9,113,927 $ (9,411,015) $ (50,000) $ (4,500) $ (252,785)
Issuance of common stock for
settlement of liabilities 41,305 413 5,371 - - - 5,784
Acquisition of treasury stock - - (9,000) - - (1,000) (10,000)
Net loss - - - (104,805) - - (104,805)
---------- ---------- ------------ ------------- ---------- ---------- -----------
Balance, June 30, 1997 9,921,659 99,216 9,110,298 (9,515,820) (50,000) (5,500) (361,806)
Issuance of common stock for
services 365,000 3,651 29,790 - - - 33,441
Net loss - - - (12,268) - - (12,268)
---------- ---------- ------------ ------------- ---------- ---------- -----------
Balance, June 30, 1998 10,286,659 $ 102,867 $ 9,140,088 $ (9,528,088) $ (50,000) $ (5,500) $ (340,633)
========== ========== ============ ============= ========== ========== ===========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
Years Ended June 30, 1998 and 1997
the Cumulative Period From Inception to June 30, 1998
<TABLE>
<CAPTION>
Period From
For the Year Ended June 30, Inception to
1998 1997 June 30, 1998
---- ---- -------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (12,268) $(104,805) $(9,528,088)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities
Depreciation and amortization 19,914 26,586 255,930
Cumulative effect of change in accounting principle - - (463,440)
Recognized loss on investment - - 1,500,000
Loss on sale of assets - - (38,704)
Loss on extinguishment of debt - - 42,000
Common stock issued in exchange for
Purchased technology - - 605,000
Services rendered 33,441 5,784 128,453
Common stock options issued in exchange for services rendered - - 52,300
Amortization of unearned compensation - - 140,625
Repricing of A warrants - - 78,750
(Increase) decrease in
Accounts receivable (356) (7,536) (8,455)
Inventory 1,247 7,998 (18,434)
Prepaid expenses and other current assets 180 1,499 360
Other receivables (550) (195) (745)
Other assets 399 - (300)
Deferred tax assets - - 463,440
Increase (decrease) in
Accounts payable (2,882) 25,760 184,466
Accrued expenses (47,289) 70,601 101,422
Other current liabilities (818) (682) (1,500)
Deferred income (20,000) 20,000 -
Other liabilities - - 90,783
----------- --------- -----------
Net cash provided (used) by operating activities (28,982) 45,010 (6,416,137)
----------- --------- -----------
Cash flows from investing activities
Purchase of collateralized mortgage obligation - - (1,000,000)
Proceeds from collateralized mortgage obligation - - 1,000,000
Purchase of fixed assets - - (333,187)
Purchase of intangible assets - (8,933) (105,205)
Proceeds from sale of assets - - 189,742
----------- --------- -----------
Net cash used by investing activities - (8,933) (248,650)
----------- --------- -----------
Cash flows from financing activities
Advance from and amounts due to stockholders - - 594,385
Repayment of advances - - (159,975)
Notes payable 15,025 (12,000) 104,555
Issuance of common stock - - 2,105,966
Treasury stock acquisition - (10,000) (10,000)
Recapitalization 4,031,176
----------- --------- -----------
Net cash provided (used) by financing activities 15,025 (22,000) 6,666,107
----------- --------- -----------
Net increase (decrease) in cash (13,957) 14,077 1,320
Cash, beginning of year 15,277 1,200 -
----------- --------- -----------
Cash, end of year $ 1,320 $ 15,277 $ 1,320
=========== ========= ===========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
Organization
Biorelease Corp. (the Company) and Biorelease Technologies, Inc. (Subsidiary)
are being presented as a development stage enterprise to acquire and develop
technology to facilitate the development, licensing, manufacturing, and
marketing of biotech and therapeutic product lines.
1. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the parent, Biorelease Corp. and its
subsidiary, Biorelease Technologies, Inc., which is approximately 90% owned
by Biorelease Corp., are presented on a consolidated basis. All
intercompany balances and transactions have been eliminated in the
accompanying consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Future Operations
These consolidated financial statements have been presented on the basis
that the Company is a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. As a development stage enterprise, the Company currently does not
have sufficient available funds to support its technology development and
related marketing efforts over any extended period of time. Because the
Company has limited working capital, there is substantial doubt about its
ability to continue as a going concern without additional capital and
attainment of profitable operations. Management expects to offer for sale
either the entire Subsidiary, subject to Subsidiary liabilities, or to find
a buyer for each of the separate technologies owned by the Subsidiary. In
addition, the Company will seek acquisition or reorganization candidates
which can benefit from the Company's publicly traded status.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
1. Summary of Significant Accounting Policies (Continued)
Revenues
Revenues from product sales are recorded when shipped.
Inventory
Inventory is stated at the lower of cost (first-in, first-out) or market.
Management estimates the shelf life of its inventory to remain potent
through June 30, 1999. The shelf life of the product beyond June 30, 1999
will be evaluated at that time, with the potential for an obsolescence
write-down on inventory due to loss of biological activity.
Equipment
Equipment is stated at cost. Depreciation and amortization are provided
using an accelerated method over the estimated useful lives of five to
seven years. Repairs and maintenance are charged to expense when incurred.
Any gain or loss resulting from the disposal of equipment is included in
operations and the cost and related accumulated depreciation are removed
from the respective account balances.
Intangible Assets
Intangible assets consist of costs incurred to obtain and maintain patents.
These costs are being amortized on the straight-line method over five
years.
Income Taxes
Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end based on enacted tax
laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount
expected to be realized. Income tax expense is the tax payable for the
period and the change during the period in deferred tax assets and
liabilities.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
1. Summary of Significant Accounting Policies (Concluded)
Loss Per Common Share
Loss per common share is computed using the weighted average number of
common shares outstanding during each period. For all fiscal years
presented, common stock options are not included in the Company's
computation of diluted net loss per share, as the inclusion of these shares
would be anti-dilutive; therefore, diluted loss per share is equal to basic
loss per share.
As of June 30, the net loss per share was calculated as follows:
Period from
inception to
1998 1997 June 30, 1998
--------- --------- -------------
Net loss $ (12,268) $ (104,805) $ (9,527,088)
Shares 9,551,242 9,388,325 6,034
--------- --------- ---------
Per share amount $ (0.00) $ (0.01) $ (1.58)
========= ========= =========
2. Equipment
Equipment consisted of the following as of June 30:
1998 1997
-------- --------
Equipment $ 41,270 $ 41,270
Less accumulated depreciation 30,299 22,283
------ ------
$ 10,971 $ 18,987
====== ======
Depreciation expense for the years ended June 30, 1998 and 1997 was $8,016
and $11,053, respectively.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
3. Intangible Assets
Intangible assets consisted of the following as of June 30:
1998 1997
---- ----
Patents $ 80,039 $ 80,039
Less accumulated amortization 59,590 47,692
------ ------
$ 20,449 $ 32,347
====== ======
Amortization expense for the years ended June 30, 1998 and 1997 was $11,898
and $15,533, respectively.
4. Notes Payable
Notes payable consisted of the following as of June 30:
1998 1997
---- ----
Stockholders
Unsecured promissory notes, bearing interest at
9%, payable quarterly, due date December 31,
1995. The notes have not been extended and
are due and payable. They are included in
current liabilities. $ 43,600 $ 43,600
Unsecured non-interest-bearing notes, with
payments of $1,000 due monthly and $417
due quarterly. The Company reached settlement
on these notes (see Note 5). The first note
requires any amount still outstanding to be
paid December 1997. This note was paid in full
February 1998. The second note is currently
payable in full. 2,500 14,975
Promissory note, payments of interest only at
9%, balance due May 1995, collateralized
by Genesis preferred stock. The Company has
renegotiated the note and has extended the
due date to December 31, 1999. 14,955 14,955
Other
Unsecured promissory note, quarterly payments
of interest only at 10.25%, balance due
July 1998. 16,000 16,000
Unsecured, non-interest-bearing promissory
note payable, due on demand. 27,500
--------- ---------
104,555 89,530
Less current portion 73,600 58,575
--------- ---------
Notes payable, excluding current portion $ 30,955 $ 30,955
========= =========
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
4. Notes Payable (Concluded)
Principal amounts due under notes payable are as follows:
1999 $ 73,600
2000 16,000
2001 14,955
5. Commitments and Contingencies
On February 19, 1998, the Company announced that it had signed a definitive
agreement to acquire Xenix Resources, Inc., a privately owned Alabama
corporation, for an exchange of shares pursuant to which the Company will
acquire Xenix in a reverse acquisition. A Proxy Statement was prepared
shortly thereafter describing this transaction but was never filed. On
April 15, 1998, Xenix notified the Company that it had experienced material
adverse changes in its financial condition. The Company has continued to
pursue the closing of this transaction, subject to its finding satisfactory
financial performance by Xenix during the intervening period.
Beginning July 1, 1997, the Company has no leased premises. Future office
rental will be included in the related party consulting agreement (see Note
10). The Company had a lease agreement which expired June 30, 1997 for
premises in Bedford, New Hampshire. The lease called for monthly rent of
$295, plus utilities and a prorata share of taxes and common area
maintenance fees.
Rent expense, including a prorata share of other costs, was $1,548 for the
year ended June 30, 1997.
During 1994, a noteholder had brought suit against the Company for
repayment of $40,000 of principal and costs of collection. Under the terms
of the note, at the Company's option, the note could be satisfied by the
noteholder receiving Company stock of equivalent value. The noteholder is a
stockholder of the Company. A court approved settlement was reached during
1995 in the amount of $43,475. The Company agreed to pay a monthly amount
of $1,000 through December 1996 where upon the remaining balance is due.
Interest on late payments is accrued at the rate of 10%. In February 1998,
the Company paid $8,000 and agreed to issue 20,000 shares of the Company's
common stock in final settlement of this obligation. The Company has
accrued $1,000 for this settlement, which is accounted for in accrued
expenses.
The Company was not insured for product liability from May 1994 to August
1994. The product liability insurance policy was renewed and effective in
August 1994. This policy was canceled January 1995.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
6. Income Taxes
The Company has not filed federal or state tax returns for the years ended
December 31, 1993, 1994, 1995, 1996, and 1997. There will be no federal tax
liability for the years then ended. In addition, there are approximately
$5,000 of state business tax liabilities recorded as of June 30, 1998.
For income tax filing purposes, the Company recognizes revenue and expenses
on a cash basis and its fiscal year-end is December 31.
The net current and long-term deferred taxes consisted of the following
components as of June 30:
<TABLE>
<CAPTION>
1998 Tax Effect
----------------------------------------------------------------------
Asset Liability
------------------------- ---------------------------
Item Total Current Long-Term Current Long-Term
------------ ----------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Accrual to cash adjustment $ 76,185 $ 79,738 $ - $ (3,553) $ -
Net operating loss deduction 1,047,515 - 1,047,515 - -
------------ ----------- ---------- ------------ ----------
1,123,700 79,738 1,047,515 (3,553) -
Valuation allowance (1,123,700) (76,185) (1,047,515) - -
------------ ----------- ---------- ------------ ----------
$ $ 3,553 $ - $ (3,553) $ -
============ =========== ========== ============ ==========
</TABLE>
<TABLE>
<CAPTION>
1997 Tax Effect
----------------------------------------------------------------------
Asset Liability
------------------------- ---------------------------
Item Total Current Long-Term Current Long-Term
------------ ----------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Accrual to cash adjustment $ 95,783 $ 98,978 $ - $ (3,195) $ -
Capitalized expenses (tax
basis only) 15,648 15,648 - - -
Net operating loss deduction 1,189,853 - 1,189,853 - -
------------ ----------- ---------- ------------ ----------
1,301,284 114,626 1,189,853 (3,195) -
Valuation allowance (1,301,284) (111,431) (1,189,853) - $ -
------------ ----------- ---------- ------------ ----------
$ - $ 3,195 $ - $ (3,195) $ -
============ =========== ========== ============ ==========
</TABLE>
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
6. Income Taxes (Concluded)
Valuation
Allowance
---------
Balance, June 30, 1997 $ 1,301,284
Net decrease (177,584)
-----------
Balance, June 30, 1998 $ 1,123,700
===========
A valuation allowance equivalent to 100% of the deferred tax asset has been
established since it is more probable than not that the Company will not be
able to recognize a tax benefit for the asset.
7. Equity
Effective June 30, 1992, the Company acquired substantially all of the
outstanding common and preferred stock of FLS Acquisition Corp. (FLSA) in
exchange for common stock of OIA. This reorganization was accounted for as
a reverse acquisition of OIA by FLSA under the purchase method of
accounting, as the shareholders of FLSA controlled the consolidated entity
immediately following the reorganization. Subsequent to the transaction,
the Company changed its name to Biorelease Corp. and FLSA changed its name
to Biorelease Technologies, Inc.
The terms of the reorganization agreement between the Company and the
Subsidiary called for the issuance of 2,845,436 shares of OIA, Inc. common
stock in exchange for 5,014,780 shares of FLSA common stock, representing
all of FLSA common stock issued and outstanding at the date of the
reorganization. Currently, all but 433,105 shares of FLSA have been
acquired. The reorganization agreement also calls for the issuance of up to
1,022,130 additional shares of the Company's common stock subject to the
achievement of certain operating results in future years. The Company does
not expect to meet the requirements which will result in the issuance of
these shares. The issuance of these shares will be accounted for as
additional consideration for the acquisition of FLSA and, if issued, to be
accounted for as the purchase of undeveloped technology and, therefore, the
value of such shares expensed. No accounting recognition has been given to
the minority ownership interest in the subsidiary because the subsidiary is
a deficit corporation and the minority shareholders have no obligation to
fund their share of such deficit.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
7. Equity (Continued)
Effective September 1, 1992, the Board of Directors adopted the 1992
Directors' Stock Option Plan (Directors' Plan) and the 1992 Stock Option
Plan (Option Plan). Under the Directors' Plan, a maximum of 100,000 shares
are reserved for option grants. The option price per share will be its
market price at the date of grant, provided however, that at no time will
the option price be less than $6.00 per share. Options granted under this
Plan vest immediately and expire 10 years from the date of grant. The Plan
was modified by a proxy vote during 1994. The maximum number of shares
issuable pursuant to this Plan has been increased to 250,000 shares, and
the requirement that the minimum exercise price be $6.00 per share has been
removed.
Under the Option Plan, a maximum 500,000 shares are reserved for option
grants. The option price per share will be its market value at the date of
grant, provided however, that at no time will the option price be less than
$6.00 per share. Vesting and expiration dates will vary based upon
individual agreements with the option holder. The Plan was modified by a
proxy vote during 1994. The maximum number of shares issuable pursuant to
this Plan has been increased to 10% of the issued and outstanding shares of
the Company, not to exceed 1,000,000 shares, and the requirement that the
minimum exercise price be $6.00 per share has been removed. Under the Plan,
an incentive stock option plan benefiting its President provides for an
option to purchase up to 200,000 shares of common stock at $1.40 exercise
price if certain operational criteria are met.
A summary of the Company's stock option plans as of June 30, 1998 and 1997
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> <C> <C>
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
Options outstanding, June 30, 1998 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, 1998 and 1997,
respectively.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
7. Equity (Concluded)
The weighted average fair value of the options granted during the years
ended June 30, 1998 and 1998 is presented below:
1998 1997
---- ----
Director Plan Non Granted $.10
Option Plan Non Granted Non Granted
Options granted to service providers Non Granted $.11
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 not have been affected for the years ended June 30, 1998 and 1997,
and there would have been no impact on the loss per share for those years.
The fair value of each option is estimated on the date of grant using the
Black-Scholes option-pricing model using the following weighted-average
assumptions:
1998 1997
---- ----
Weighted risk-free interest rate N/A 6.55%
Weighted expected life N/A 8.21 years
Weighted expected volatility N/A 135%
8. Investment
The Company acquired 150,000 shares of 6% cumulative, convertible preferred
stock of Genesis Farms, Inc. (Genesis) on March 31, 1994 in consideration
for issuing 1,500,000 shares of the Company's common stock. The preferred
stock can be converted into common stock at a ratio of 10 shares of common
stock for each share of the preferred. On March 31, 1994, the Company's
stock had a fair market value of $1. In accordance with generally accepted
accounting principles (the cost method of accounting for non-marketable
investments), the Company recorded the investment in Genesis at $1,500,000.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
8. Investment (Concluded)
Management believes the value of Genesis stock has been permanently
impaired and has reduced its investment in the Genesis preferred stock to
$-0- as of June 30, 1998 and 1997.
If the Genesis stock becomes publicly traded, as intended by Genesis'
management, the value of the stock by the Company would be based on its
market price, as required by SFAS No. 115, and may differ from its
historical cost value.
9. Cash Flow Information
Period From
For the Year Inception to
Ended June 30, June 30,
1998 1997 1998
---- ---- ---------
Cash paid for interest $ 525 $ - $ 7,752
Non-cash investing and financing
activities were as follows:
Liabilities repaid through issuance
of common stock 33,441 5,784 616,214
Issuance of common stock for
subscription receivable - - 50,000
Non-marketable security acquired
through the issuance of common
stock - - 1,500,000
10. Related Party Transactions
On October 4, 1996, R. Bruce Reeves resigned as a member of the Board of
Directors, President, and Chief Executive Officer of the Company.
Effective April 1, 1996, the Company engaged a consulting firm,
controlled by a Reeves' family member, to perform the executive duties of
the Company. In fiscal year end June 30, 1998, the Company paid $1,500 in
contractual fees for these services as compared to fiscal year ended June
30, 1997, wherein the Company paid $35,000 for these services. In
February 1998, the Company's Board of Directors appointed Mr. Reeves as
acting President to manage ongoing business activities of the Company.
<PAGE>
BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1998 and 1997
10. Related Party Transactions (Concluded)
As of June 30, 1998 and 1997, the Company was indebted $87,734 to this
related party. Effective October 18, 1996, this indebtedness bears no
interest and has been deferred for a period of three years.
In addition, the Company had $16,827 of accrued expenses payable to the
related party as of June 30, 1998 and 1997.
11. Disclosure About Fair Value of Financial Instruments
The Company's financial instruments consist of cash, short-term trade
receivables and payables, and long-term debt. The carrying value of all
instruments approximate their fair value.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0000797662
<NAME> BioRelease Corp.
<MULTIPLIER> 1
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 1,320
<SECURITIES> 0
<RECEIVABLES> 9,200
<ALLOWANCES> 0
<INVENTORY> 18,434
<CURRENT-ASSETS> 28,954
<PP&E> 41,270
<DEPRECIATION> 30,299
<TOTAL-ASSETS> 60,674
<CURRENT-LIABILITIES> 282,618
<BONDS> 118,689
0
0
<COMMON> 102,867
<OTHER-SE> (443,500)
<TOTAL-LIABILITY-AND-EQUITY> 60,674
<SALES> 15,121
<TOTAL-REVENUES> 62,825
<CGS> 2,041
<TOTAL-COSTS> 2,041
<OTHER-EXPENSES> 64,617
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,435
<INCOME-PRETAX> (12,268)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,268)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
