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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-KSB/A
ANNUAL REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1995
Commission file No. 33-10236
BAYWOOD INTERNATIONAL, INC.
(Name of small business issuer in its charter)
Nevada 77-0125664
(state or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
14950 North 83rd Place, Suite 1 85260
Scottsdale, Arizona (Zip Code)
(Address of principal executive offices)
Issuer's telephone number, including area code: (602) 951-3956
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
$.001 par value common stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by checkmark 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Issuer's revenues for its most recent fiscal year $1,726,684.
The aggregate market value of voting stock held by non-affiliates of the
Company was approximately $3,433,468 as of March 31, 1996.
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date of March 31, 1996 was 14,661,468.
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Item 13 - Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Name Method of Filing
- ------- ------------ ----------------
<S> <C> <C>
3.1 Articles of Incorporation *
3.2 By-Laws **
4.1 Specimen Common Stock Certificate ***
4.2 Description of Common Stock ****
4.3 Specimen Preferred Stock Certificate *
4.4 Conditions of Preferred Certificate to be
issued to Linda Lee *
10.1 Employment Agreement dated January 1, 1993, between
Baywood International, Inc. and Karl H. Rullich *
10.2 Employment Agreement dated January 1, 1993, between
Baywood International, Inc. and Georgia Aadland *
10.3 Consulting Agreement dated January 1, 1993, between
Baywood International, Inc. and John ("Arthur") Shannon *
10.4 Exclusive Licensing Agreement dated June 7, 1995,
between Baywood International, Inc. and Bio-sphere
Technology, Inc. *
10.5 Subscription Agreement dated April 11, 1996, between
Baywood International, Inc. and Linda Lee Filed herewith
16.1 Letter on Change in Certifying Accountant *****
</TABLE>
* Previously filed
** Incorporated by reference to Exhibit 3 of Registration Statement on Form
S-1 (File no. 33-10236) filed on January 27, 1987, and declared effective
on February 14, 1988.
*** Incorporated by reference to Exhibit 1 of Registration Statement on Form
8-A (File no. 022024) filed on July 2, 1993 and declared effective on
July 9, 1993.
**** Incorporated by reference to page 31 of Registration Statement on Form S-1
(File no. 33-10236) filed on January 27, 1987 and declared effective on
February 14, 1988.
***** Incorporated by reference to the Company's Amended Current Report on Form
8-K filed subsequent to the year ended December 31, 1995, on
January 24, 1996.
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SIGNATURES
Pursuant to the requirements of Section 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.
Dated: May 23, 1996 /s/ Harvey Turner
Baywood International, Inc. ----------------------------------
Harvey Turner
Chairman of the Board, President and C.E.O.
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
Company and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Harvey Turner Chairman of the Board,
- --------------------------- President and C.E.O. 05/23/96
Harvey Turner
/s/ Georgia Aadland Director, Vice-President Operations,
- --------------------------- Treasurer and Principal Accounting
Georgia Aadland Officer 05/23/96
/s/ John Shannon Director and Vice-Chairman
- --------------------------- of the Board 05/23/96
John Shannon
/s/ Karl H. Rullich Director 05/23/96
- ---------------------------
Karl H. Rullich
/s/ William Brin Director 05/23/96
- ---------------------------
William Brin
</TABLE>
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EXHIBIT 10.5
LINDA LEE
SUBSCRIPTION AGREEMENT
Baywood International, Inc.
14950 North 83rd Place, Suite 1
Scottsdale, AZ 85260
Ladies and Gentlemen:
The following information is furnished to you as my subscription for
[10% of the 12/31/95 outstanding] shares of common stock and 800,000 shares of
convertible preferred stock (collectively, the "Securities") in Baywood
International, Inc., a Nevada corporation (the "Company"). I understand that you
will rely upon the following information to determine whether the Securities are
exempt from registration under the Securities Act of 1933, as amended (the
"Act") and comparable provisions of state securities laws.
ALL INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT WILL BE
TREATED CONFIDENTIALLY. However, it is agreed that you may present this and any
supporting documents to such parties as you deem appropriate if called upon to
establish that the proposed offer and sale of the Securities is exempt from
registration under the Act or meets the requirements of applicable state
securities laws.
1. Residency and Legal Authority. I affirmatively represent and warrant
to the Company that I am not a resident or citizen of the United States of
America. My true and correct address residency and citizenship is set forth
under my signature at the end of this letter. I have the legal power and
authority to enter into this Subscription Agreement and make the representations
and warranties herein understanding fully that the Company is placing material
reliance on my candor and veracity.
2. Wealth and Sophistication. I further affirmatively represent and
warrant to the Company that my current net worth exceeds $1,000,000 U.S. and
that my annual income for the last two years and the current year exceeds
$300,000 U.S. I have such knowledge and experience in financial and business
matters that I am capable of evaluating the merits and risks of an investment in
the Securities.
3. Disclosure of Material Information. I confirm that all documents,
records and books pertaining to this investment as I have or could have
requested, have been made available for inspection by my attorney, accountant,
and me. Specifically attached to this Subscription Agreement are the conditions
of Certificate for the preferred shares, which conditions I have read and
approved. I and my advisor(s) have had a reasonable opportunity to ask questions
of and receive answers from the principals and management of the Company, and
all such questions have been answered to my full satisfaction. No oral
representations have been made or oral information furnished to me or my
advisor(s) in connection with the Securities which were in
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any way inconsistent with the publicly available filings of the Company. I am
also aware that no state or Federal agency has reviewed or endorsed the
Securities, that the Company has a limited prior financial or operating history.
4. Payment; Irrevocable. Upon the signature of this Subscription
Agreement, I hereby tender cash, cashiers' check or otherwise immediately
available funds in the total amount of $800,000 U.S. I am aware that this
subscription is irrevocable but that the Company has the unconditional right to
accept or reject this subscription in whole or in part, and that the sale of the
Securities pursuant hereto is subject to the approval of certain legal matters
by counsel and to other conditions.
5. Transfer Restrictions and Legend. I am aware that my right to
transfer the Securities will be restricted. More particularly, I am aware that I
must bear the economic risk of investment in the Securities for an indefinite
period of time since the Securities have not been registered under the Act, and
that, therefore, I may not, and I hereby agree and covenant that I will not,
transfer or otherwise dispose of any Securities unless, in the opinion of
counsel which opinion shall be satisfactory to counsel for the Company, such
Securities may be legally transferred or otherwise disposed of without
registration under the Act, and/or registration and/or qualification under the
applicable state and/or other federal statutes, or such Securities shall have
been so registered or qualified and an appropriate prospectus shall then be in
effect.
I am acquiring the Securities for my own account for investment and not
with a view to distribution, assignment, resale or otherwise and no other person
has a direct or indirect beneficial interest in such Securities. I acknowledge
and consent to the placement of the following restrictive legend on the
preferred stock and common stock certificates, or other document(s), if any,
evidencing the Securities:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE. WITHOUT SUCH REGISTRATION, THE SECURITIES MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO
THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR THE
ISSUER THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE
SUBMISSION TO THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
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6. Indemnification. I agree to indemnify and hold harmless the Company
and its Affiliates from and against all damages, losses, costs and expenses
(including reasonable attorneys' fees) which they may incur by reason of my
failure to fulfill any of the terms or conditions of this subscription, or by
reason of any breach of the representations and warranties made by the
undersigned herein or in any document provided by me to the Company.
7. Miscellaneous.
(a) I agree not to transfer or assign this Agreement, or any
of my interest herein, and further agree that the transfer or assignment of the
Securities acquired pursuant hereto shall be made only in accordance with this
Agreement and all applicable laws.
(b) I agree that I may not cancel, terminate or revoke this
Agreement or any agreement made hereunder and that this Agreement shall survive
my death or disability and shall be binding upon my heirs, executors,
administrators, successors and assigns.
(c) This Agreement shall be enforced, governed and construed
in all respects in accordance with the laws of the State of Arizona.
(d) Upon receipt of a written request from the Company, I
agree to provide such information and to execute and deliver such documents as
reasonably may be necessary to comply with any and all laws, regulations, rules
and ordinances to which the Company is subject.
Dated: April 11, 1996 By: /s/ Linda Lee
--------------------------------
Linda Lee
23/F, Block E, Phase 2,
Superluck Industrial Centre,
57 Sha Tsui Road, Tsuen Wan, Hong Kong
