<PAGE> 1
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(AMENDMENT NO. 1)
Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission file number: 1-13738
PSYCHEMEDICS CORPORATION
(exact name of registrant as specified in its charter)
Delaware 58-1701987
- --------------------------------------------- -------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) No.)
1280 Massachusetts Ave., Cambridge, MA 02138
- ----------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-868-7455
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.005 Par Value
-----------------------------
(Title of class)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES (X) NO ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB ( )
The registrant's revenue for the year ended December 31, 1995 was
$10,110,934.
On March 22, 1996 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $71,292,876 and 19,752,868 shares of Common
Stock, $.005 par value, were outstanding at such date.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Part III - Portions of the Registrant's Proxy Statement relative to the 1996
Annual Meeting of Stockholders to be held on May 7, 1996.
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PSYCHEMEDICS CORPORATION
10-KSB
<TABLE>
Index to Exhibits
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<CAPTION>
Exhibit Page or
Number Description Reference
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<S> <C> <C>
3 Articles of Incorporation and By-Laws
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3.1 Certificate of Incorporation filed A-3 (i)
September 24, 1986
3.2 Amendment to Certificate of A-3 (ii)
Incorporation filed October 29, 1986
3.3 Amendment to Certificate of B-3 (c)
Incorporation filed July 12, 1989
3.4 Amendment to Certificate of G-4
Incorporation filed August 7, 1990
3.5 Amendment to Certificate of J-4
Incorporation filed May 9, 1991
3.6 By-Laws of the Company A-3 (iii)
4 Instruments Defining the Rights of Security Holders
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4.1 Specimen Stock Certificate A-4
4.3 Form of Common Stock Purchase Warrant H-4
issued to investors on December 31, 1990
4.4 Form of Common Stock Purchase Warrant I-4
issued to investors on March 28, 1991
4.5 Form of Common Stock Purchase Warrant K-4
issued to the Placement Agent on
November 27, 1991
10 Material Contracts
------------------
10.1 License Agreement with Werner A-10 (v) *
Baumgartner, Ph.D. and Annette Baumgartner
dated January 17, 1987
</TABLE>
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<TABLE>
<S> <C> <C>
10.2 License Agreement with Home Office D-19
Reference Laboratory dated November 17, 1988
10.3 License Agreement with Lifecodes E-19
Corporation dated February 24, 1989
10.4 Employment Agreement with Werner A. O-10.1
Baumgartner, Ph.D. dated May 15, 1994
10.5 Securities Purchase Agreement re: sale C-28
of 3,500,000 shares of Common Stock
and 4,200,000 Common Stock Purchase
Warrants dated May 15, 1989
10.6 Amendment dated as of June 30, 1990 to L-10.9
Securities Purchase Agreement dated
May 15, 1989
10.7 1989 Employee Stock Option Plan, N-A *
as amended
10.8 1989 Non-Qualified Stock Option Plan, N-B *
as amended
10.9 Purchase Agreement re: sale of 317,220 F-28
shares of Common Stock, 475,949 Warrants,
$500,000 Convertible Subordinated Note and
127,479 shares of Preferred Stock dated
June 29, 1990
10.10 Conversion Agreement re: conversion of H-28
indebtedness (including accrued interest)
and 127,479 shares of Preferred Stock (including
accrued dividends) into 1,039,026 shares of Common
Stock dated as of December 31, 1990
10.11 Purchase Agreement re: sale of 810,000 I-28
shares of Common Stock and 810,000
Common Stock Purchase Warrants dated
March 28, 1991
10.12 1991 Non-Qualified Stock Option Plan L-10.15 *
10.13 Employment Agreement with Raymond C. L-10.16 *
Kubacki, Jr. effective July 16, 1991
10.14 Form of Purchase Agreement re: sale M-28.1
of 2,000,000 shares of Common Stock
dated November 27, 1991
10.15 Conversion Agreement re: conversion K-28.2
of Promissory Notes into 428,571 shares
of Common Stock dated November 27, 1991
</TABLE>
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<TABLE>
<S> <C> <C>
10.16 Lease dated October 6, 1992 with Mitchell H. M-10.18
Hersch, et. al with respect to premises in
Culver City, California
10.17 Security Agreement dated October 6, 1992 M-10.19
with Mitchell H. Hersch et. al
10.18 Lease Agreement dated December 30, 1992 M-10.20
with General Electric Capital Corporation
10.19 Letter of Credit Agreement dated December 29, M-10.21
1992 with General Electric Capital Corporation
10.20 Standby Letter of Credit dated December 29, M-10.22
1992 with Brown Brothers Harriman & Co.
10.21 Employment Agreement with Donald J.
Kippenberger, Ph.D. dated January 1, 1994 O-10.3 *
10.22 Employment Agreement with Thomas Cairns Ph.D., O-10.3 *
D.Sc. dated July 1, 1995
23 Consents of Experts and Counsel
-------------------------------
23.1 Consent of Arthur Andersen LLP +
27 Financial Data Schedule
<FN>
- ------------------------------
+ Previously Filed with Original Filing.
A- Incorporated by reference from the Registrant's Registration Statement on
Form S-18 (File No. 33-10186 LA). The number set forth herein is the number
of the Exhibit in said Registration Statement.
B- Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1989. The number set forth herein is the
number of the Exhibit in said Report.
C- Incorporated by reference from the Registrant's Current Report on Form 8-K
filed May 30, 1989. The number set forth herein is the number of the
Exhibit in said Report.
D- Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended December 31, 1988. The number set forth herein
is the number of the Exhibit in said Report.
E- Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1989. The number set forth herein is
the number of the Exhibit in said Report.
F- Incorporated by reference from the Registrant's Current Report on Form 8-K
filed July 2, 1990. The number set forth herein as the number of the
Exhibit in said Report.
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G- Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the Quarter ended September 30, 1990 as amended by a First
Amendment on Form 8 filed December 15, 1990. The number set forth herein is
the number of the Exhibit in said Form 8.
H- Incorporated by reference from the Registrant's Current Report on Form 8-K
filed January 8, 1991. The number set forth herein is the number of the
Exhibit in said Report.
I- Incorporated by reference from the Registrant's Current Report on Form 8-K
filed April 3, 1991. The number set forth herein is the number of the
Exhibit in said Report.
J- Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991. The number set forth herein is
the number of the Exhibit in said Report.
K- Incorporated by reference from the Registrant's Current Report on Form 8-K
filed December 2, 1991. The number set forth herein is the number of the
Exhibit in said Report.
L- Incorporated by reference from the Registrants Annual Report on Form 10-K
for the fiscal year ended December 31, 1991. The number set forth herein is
the number of the Exhibit in said Report.
M- Incorporated by reference from the Registrants Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1992. The number set forth herein is
the Exhibit in said Report.
N- Incorporated by reference from the Registrant's 1996 Annual Proxy
Statement. The letter set forth herein is the letter of the Exhibit in said
Proxy Statement.
O- Incorporated by reference from the Registrant's Current Report on Form 10-Q
for the quarter ended June 30, 1995. The number set forth herein is the
number of the Exhibit in said Report.
*- Represents a management contact or compensatory plan in which a director or
a named executive officer of the registrant participates.
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SIGNATURES
Pursuant to the requirements of Rule 12b-15 under 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.
PSYCHEMEDICS CORPORATION
By: /s/ Bruce M. Stillwell
---------------------------
Bruce M. Stillwell
Vice President, Treasurer, Controller
Date: June 3, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000806517
<NAME> PSYCHEMEDICS CORPORATION
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 193,787
<SECURITIES> 5,279,596
<RECEIVABLES> 1,722,770
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,521,616
<PP&E> 4,106,980
<DEPRECIATION> 1,864,398
<TOTAL-ASSETS> 10,217,493
<CURRENT-LIABILITIES> 733,103
<BONDS> 0
<COMMON> 101,441
0
0
<OTHER-SE> 9,382,949
<TOTAL-LIABILITY-AND-EQUITY> 10,217,493
<SALES> 10,110,934
<TOTAL-REVENUES> 10,110,934
<CGS> 4,703,517
<TOTAL-COSTS> 4,703,517
<OTHER-EXPENSES> 4,106,286
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,178
<INCOME-PRETAX> 1,645,886
<INCOME-TAX> 87,200
<INCOME-CONTINUING> 1,558,686
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,558,686
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
