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As Filed with the Securities and Exchange Commission on August 2, 2000
Registration Statement No. 333-41289
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 to
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
ELECTROPURE, INC.
(Name of Small Business Issuer as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA 3589 33-0065212
(State or Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Classification ID No.)
Incorporation Code Number)
of Organization)
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23456 South Pointe Drive, Laguna Hills, California 92653
(949) 770-9347
(Address and telephone number of principal executive offices)
--------------------------
FLOYD H. PANNING, President
ELECTROPURE, INC.
23456 South Pointe Drive
Laguna Hills, California 92653
(949) 770-9347
(Name, address and telephone number of Agent for service of process)
--------------------------
Copies of communications to:
Ronald P. Givner, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5329
Approximate date of commencement of proposed sale to public:
As soon as practicable after the registration
statement becomes effective.
--------------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Maximum Maximum Amount of
Offering Aggregate Registration
Title of Each Class of Securities Amount to be Price Per Offering Fee
to be Registered Registered Share(1) Price
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 7,461,458 $0.7810 $5,828,891 $1,527.17
Previously paid........................................................... 2,743.02
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Amount Due..................................................................... None
</TABLE>
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(1) Based on the closing bid price as reported on the Electronic Bulletin Board
on July 24, 2000.
The Registrant hereby amends this Registration Statement on the date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 3
P R O S P E C T U S
7,461,458 SHARES OF COMMON STOCK
ELECTROPURE, INC.
The selling stockholders described in this prospectus may offer and sell from
time to time up to 7,461,458 shares of common stock of Electropure, Inc.
Electropure, Inc. will not receive any proceeds from the sale of these shares of
common stock, but may receive proceeds upon the exercise of options and warrants
for the shares.
The selling stockholders may sell the common stock offered hereby from time to
time through the facilities of the Electronic Bulletin Board, through negotiated
transactions or otherwise at market prices prevailing at the time of the sale or
at negotiated prices.
The common stock is quoted on the Electronic Bulletin Board under the symbol
"ELTP." On July 24, 2000 the bid price of the common stock on the Electronic
Bulletin Board was $0.7810 per share.
Investing in the common stock involves risks. See "Risk Factors" beginning on
Page 6.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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PROSPECTUS SUMMARY
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The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
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THE COMPANY
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We have developed the EDI water purification system to provide high purity water
on demand at the point-of-use. A point-of-use system provides treated water at
specific sites within a facility as compared to a point-of-entry system which
treats all water supplied to the entire facility. The EDI employs an
electrochemical-based method of water purification, called electrodeionization,
to remove ions, which are electrically-charged contaminants, through the use of
specially treated resins and membranes under an applied electrical current. Our
EDI system is aimed at the ultra-pure segment of the commercial and industrial
water treatment markets. These markets include, among others, semiconductor,
cosmetic companies, pharmaceuticals, pulp and paper companies, laboratories and
petrochemical companies. At current output levels of 1/4 to 10 gallons per
minute, the EDI design will give the same output capacity at one-third to
one-fifth the cost of competitive treatment technologies. The design also allows
for the ability to modularize the technology's capacity by connecting two or
more EDI modules together to service installations up to 20 times or more the
size of current output levels. Limited sales of this product began in 1997. In
late 1999, we redesigned the EDI module to improve its integration into water
treatment systems. We began selling the new EDI module, named XL by Electropure,
in December 1999.
On February 17, 1998, we acquired the rights to exclusive membrane technology
from Hydro Components, Inc., and have successfully developed commercial ion
permeable membranes from the HCI technology which have now been integrated into
our XL module. An ion permeable membrane allows ions to move, under direct
current, through it while being impermeable to water. The ions are collected in
a waste compartment and may be recycled or discharged with the facility
wastewater. Our new ion permeable membranes have allowed us to offer more
cost-sensitive models of our EDI product to a broader range of users for a wider
range of uses.
In October 1997, we acquired an exclusive license to patent and intellectual
property rights involving laser light scattering techniques for use in the
detection and monitoring of toxicants in drinking water. We have successfully
developed a working model of the Micro Imaging Technology System as a result of
our research program to detect and identify toxicants in fluids in near "real
time." Compared to other current technologies, real time means minutes rather
than hours; hours rather than days. Our EDI product, a water purification
device, and the MIT System under development for detecting and identifying
contaminants, are not intended to be integrated into one product since one
purifies water and the other is intended to detect impurities.
In May 1998, our Hydro Components Division began offering a line of water and
wastewater treatment products for light commercial/industrial customers,
including optical lens manufacturers, pharmaceutical and biotechnical firms, and
power generation stations. We also offer solvent-based coated membranes used in
electrodeposition of paint.
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-------------------
THE OFFERING
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<S> <C>
Securities Offered....................................... 7,461,458 shares of Common Stock.
Number of Shares of Common
Stock Outstanding........................................ 8,877,341 shares*, with one vote per share.
Number of Shares of Class B Common
Stock Outstanding........................................ 83,983 shares, with eight votes per share.
Number of Shares of Series B
Convertible Preferred Stock Outstanding.................. 1,000,000 shares, with four votes per share.
Number of Shares of Convertible
Preferred Stock Outstanding.............................. 2,600,000 shares, with one vote per share.
Use of Proceeds.......................................... Any proceeds received by the Company upon
exercise of options or warrants held by
Selling Shareholders will be
used for working capital.
Electronic Bulletin Board Symbol ........................ ELTP: Common Stock.
</TABLE>
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RISK FACTORS
---------------
The securities offered hereby involve a high degree of risk. These includes the
risks of investing in a company that has limited working capital and investing
in securities that are subject to possible substantial dilution. There can be no
assurance that we can successfully manufacture and market our EDI water
purification product or any other proposed product or sell products at prices
that will result in net income. Actual results of manufacturing, marketing and
competitive conditions and other factors may require significant modification of
our future operations from those planned operations described in this document.
--------
* Excludes 83,983 shares of Common Stock issuable upon conversion of Class
B Common Stock, 1,000,000 shares of Common Stock issuable upon
conversion of Series B Preferred Stock and 5,151,327 shares issuable
upon exercise of outstanding options or warrants. Also excludes
2,600,000 shares of Convertible Preferred Stock that became redeemable
by the Company as of January 31, 1991 for $0.01 per share.
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SUMMARY FINANCIAL DATA
---------------------------
We began sales of our patented EDI product in September 1997 and currently have
orders for additional products pending. We do not anticipate that we will
generate substantial revenues from the sale of these products until we can raise
sufficient working capital to expand our manufacturing and marketing operations.
In anticipation of this expansion, we relocated to our current, larger
facilities in February 1998.
SUMMARY OPERATING STATEMENT DATA:
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<CAPTION>
Fiscal Year Six Months
Ended October 31, Ended April 30,
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(Unaudited)
1999 1998 2000 1999
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<S> <C> <C> <C> <C>
Sales .................................... $ 695,565 $ 805,513 $ 451,557 $ 411,454
Cost of goods sold ....................... 898,386 704,365 542,745 455,439
Gross profit (loss) ...................... (202,821) 101,148 (90,745) (43,985)
Net loss ................................. (1,958,644) (1,506,943) (920,021) (802,308)
Net loss per share, basic and diluted .... (0.23) (0.19) (0.11) (0.09)
</TABLE>
SUMMARY BALANCE SHEET:
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<CAPTION>
October 31, 1999 April 30, 2000
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(Unaudited)
<S> <C> <C>
Working capital .......................... $ 199,456 $ 226,942
Total assets ............................. 1,415,285 1,284,618
Total current liabilities ................ 412,012 288,075
Accumulated deficit ...................... (21,018,249) (21,938,270)
Stockholders' equity ..................... 971,292 963,460
Stockholders' equity per common share .... 0.13 0.11
</TABLE>
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RISK FACTORS
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An investment in the common stock involves a high degree of risk and should be
made only by investors who can afford the loss of their entire investment.
Prospective purchasers, prior to making an investment in the common stock,
should carefully consider, along with other matters referred to in this
prospectus, the following risk factors and should consult with their own legal,
tax and financial advisors with respect thereto.
This Prospectus contains forward-looking statements that involve risk and
uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. Factors that might cause a
difference include, but are not limited to, those discussed in "Risk Factors."
Prospective purchasers should carefully consider, among other factors, the
following:
1. STAGE OF DEVELOPMENT OF THE COMPANY. In December 1999, we began sales of an
EDI product, called the "XL," with redesigned components and membranes we
developed utilizing the technology acquired from Hydro Components, Inc. in
February 1998. Sales of this product have been limited to date and operating
costs have exceeded initial revenues. No assurances can be given that we can
manufacture sufficient EDI products at an economical cost, or sell products at a
net profit. Further, no assurances can be given that EDI products or other
products we offer will receive market acceptance. We are subject to all the
risks inherent in the establishment of a new enterprise and the marketing and
manufacturing of new products, any of which risks are beyond our control.
Further, with regard to the Micro Imaging Technology System we are developing,
it is also subject to all the risks inherent in trying to adapt a technology for
a new use. No assurances can be given that we can successfully develop or market
any of these products.
While units of the high purity point-of-use EDI product have been placed in
operation and have been operating efficiently for over two years, there is no
assurance that the XL will be commercially viable. Actual results of the
development activities, manufacturing processes, technological developments,
market and competitive conditions, financial resources, results of operations
and other factors may require significant modifications to all or part of our
proposed business.
2. ACCUMULATED DEFICIT; OPERATING LOSSES; GOING CONCERN. From our inception in
1979 through April 30, 2000, we have accumulated a loss of $21,938,270 and a net
stockholders' equity of $963,460. The accumulated loss is principally due to
expenses incurred in the development of the EDI product, initial manufacturing
start-up costs, initial marketing efforts, administrative expenses and interest,
as well as the expenses associated with the research and development of the
laser-based monitoring technology acquired in 1997. The report of our
independent auditors for the fiscal year ended October 31, 1999 contains an
explanatory paragraph as to our ability to continue as a going concern. Our
financial statements have been prepared assuming that we will continue as a
going concern. As discussed in the notes to the financial statements, our
negative cash flows from operations raise substantial doubt about our ability to
continue as a going concern. Management's plans in regard to these matters are
also described in the notes and in "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS."
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3. LIMITED PATENT PROTECTION. Delays incurred in marketing our EDI product may
have allowed other companies to develop and commence production of similar
products. Due to potential competitive pressures, our ability to capitalize on
the features of the EDI product in the marketplace will be dependent on our
ability to deliver products in sufficient quantities at competitive prices.
Besides U.S. Filter Corporation, and GE Power Systems, other companies are
believed to have products or are developing products using electrodeionization
or similar technology.
We own a U.S. patent and limited foreign patents, with respect to some aspects
of our technology for the EDI. The U.S. patent was granted in 1984 and, subject
to payment of annual maintenance fees, will expire in August 2001. We may not be
able to afford the expenses required to enforce any patent we may have now or in
the future and no assurances can be given that any patents would be upheld if
challenged, or if upheld, would provide us with meaningful protection. Further,
once our U.S. patent expires in August 2001, our competitors could legally
imitate our design approaches. We also rely on trade secrets and know-how that
are not patentable. Although we have taken steps to protect our unpatented trade
secrets and know-how, in part through the use of confidentiality agreements with
our employees, consultants and contractors, there can be no assurance that:
- these agreements will not be breached,
- we would have adequate remedies for any breach, or
- our trade secrets and know-how will not otherwise become known or be
independently developed or discovered by competitors.
We have filed for patent protection on our membrane technology and with regard
to the MIT System. Similar risks apply to these products and no assurances can
be given that our patent applications will be approved in a timely fashion, or
at all.
4. NECESSITY FOR ADDITIONAL FINANCING. From time to time we have experienced and
continue to experience working capital shortfalls that slowed the development of
the EDI product. We will be required to raise substantial amounts of new
financing, in the form of additional equity investments or loan financing, to
carry out our business objectives. There can be no assurance that we will be
able to obtain additional financing on terms that are acceptable to us and at
the time we require, or at all. Further, any financing may cause dilution of the
interests of our current shareholders. If we are unable to obtain additional
equity or loan financing, our financial condition and results of operations will
be materially adversely affected. Moreover, our estimates of cash requirements
to carry out our current business objectives are based upon various assumptions,
including assumptions as to revenues, net income or loss and other factors, and
there can be no assurance that these assumptions will prove to be accurate or
that unbudgeted costs will not be incurred. Future events, including the
problems, delays, expenses and difficulties frequently encountered by similarly
situated companies, as well as changes in economic, regulatory or competitive
conditions, may lead to cost increases that could have a material adverse effect
on us and our plans. If we are not successful in obtaining loans or equity
financing for future developments, it is unlikely that we will have sufficient
cash to continue to conduct operations as currently planned. We believe that to
raise needed capital, we may be required to issue debt or equity securities that
are significantly lower than the current market price of our common stock.
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In the opinion of management, available funds will satisfy our working capital
requirements through August 2000. However, no assurances can be given that these
proceeds will satisfy our working capital needs for the period estimated, or;
that we can obtain additional working capital through the sale of common stock
or other securities, the issuance of indebtedness or otherwise or on terms
acceptable to us. Further, no assurances can be given that any equity financing
will not result in a further substantial dilution to the existing shareholders
or will be on terms satisfactory to us.
5. PRIOR AND POSSIBLE FUTURE DELAYS IN DEVELOPING TECHNOLOGY. The original
concept for the EDI technology was a point-of-entry system to treat the entire
house or facility. However, inherent difficulties in developing this model due
to pre-treatment requirements and high production costs, led to the development
of a smaller, point-of-use model of the EDI technology aimed at the high purity
water treatment segment of the commercial and industrial water treatment
markets. Further, at times we have been forced to significantly reduce
operations or suspend sales activities due to limited resources or patent
disputes. While we have resolved the patent disputes, limited resources could
again delay the development and marketing of products. Further, delays can occur
in the development or improvement of potential products, including our MIT
System. Therefore, no assurances can be given as to when we will have the
resources to aggressively market our current products or any other potential
product.
6. RISK OF NEW PRODUCT AND TECHNOLOGY; PRODUCT LIABILITY. The proposed
manufacturing and marketing of the EDI product, incorporating relatively new and
unproved membrane technology, has inherent risks. No one can be sure how the
products will operate over time under various conditions of actual use. Only a
limited number of the XL products utilizing the new membrane technology and
redesigned components have been placed in operation since 1999.
Even if the product is successfully manufactured and marketed, the occurrence of
warranty or product liability, or retraction of market acceptance due to product
failure or failure of the product to meet expectations could prevent us from
ever becoming profitable. Failure of the product to operate as expected could
lead to potential product liability suits. Development of new technologies for
manufacture is frequently subject to unforeseen expenses, difficulties and
complications and in some cases the development cannot be accomplished. Our
competitors have significantly greater marketing and financial resources than
us.
In the opinion of management, the new XL product demonstrates positive
attributes, but any attributes of the EDI product must be balanced against the
lack of any significant field operating experience of the product, the existence
of established companies in the water purification field with greater financial
resources, experience and developed products, the fact that the new EDI product
has not been tested on a wide variety of water conditions, including hard water
and unknown technological difficulties.
The same risks, as well as many of the risks described in the other Risk Factors
discussed below, do or will also apply to the development of the MIT System for
use in detecting dangerous items in fluids. Further, since the MIT System has
not yet been adapted for its intended use, there is a risk that the technology
cannot be adapted as contemplated. Further, even if we successfully adapt the
technology as intended, there can be no assurances that the developed product
will be commercially viable.
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7. STATUS OF THE ELECTROPURE "EDI". In late 1990, we developed the point-of-use
module of the EDI, aimed at the high purity water treatment market, which is
able to desalt 1/4 - 10 gallons of water per minute of pre-treated tap water to
a purity level exceeding one-megohm-cm, which is roughly less than 0.5 parts per
million of total dissolved solids. We believe that this model, which has been
sold in limited quantities, is significant in its ability to compete in terms of
capital cost and product efficiency. In late 1999, we began sales of a
redesigned model of the EDI, called XL, utilizing membranes developed with the
HCI technology at a more competitive cost. Additional models of the EDI which
will provide higher flow rates are contemplated for development. Additional
models of the EDI, for applications other than high purity water treatment, may
also result from the development of the HCI membrane technology.
No assurances can be given that the XL product will not need additional
development work or require further modifications that may require
re-engineering of parts and additional delays in mass marketing of the product.
Further, no assurances can be given that we will successfully develop additional
models of the EDI product.
We began research and development on the MIT System in December 1997 to detect
and monitor contaminants in fluids. The first phase of our research proved the
technology's viability, however, additional research and development is required
before the technology can become commercially viable.
8. UNCERTAINTY OF MARKET ACCEPTANCE. We began selling our new EDI product which
incorporates our patent-pending membrane in late 1999. Sales of this product
have been moderate to date and there is no assurance that the product will
attain significant market acceptance and generate adequate revenues. Generally,
market acceptance of a new technology requires substantial efforts to inform
potential customers of the new technology's distinctive characteristics and cost
advantages. This effort is crucial in marketing the EDI product. We will seek to
have potential purchasers invest in the EDI product instead of currently
available equipment or to treat water that is currently not being treated.
Although we are able to sell the XL product at a lower capital cost per gallon
of water treated and in-house testing has demonstrated that the XL will have
lower operating and maintenance costs than existing competitive products, we
have not yet demonstrated that cost savings occur from frequent use over an
extended time period. We have also not demonstrated that the XL can justify this
capital cost or that the demand for high purity water equipment is sufficient to
justify the cost. The price of the product is a critical factor in marketing.
Similar risks will apply to the use of any product which may be developed using
the Micro Imaging Technology.
9. GOVERNMENT REGULATIONS AND CERTIFICATION. Requirements of a California law
provide that water treatment devices which are sold for residential use be
certified by the State Department of Health Services, or approved certification
facility, if claims are made that the device will remove or reduce a contaminant
for which a primary drinking water standard has been established. We make no
such claims with regard to the EDI product. In addition, California law makes it
illegal to make any false claims in connection with the sale of any water
treatment product. Other states have similar laws.
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If we are required to certify our EDI product, the regulatory process may be
lengthy and require detailed laboratory and clinical testing procedures which
may be costly and time-consuming. The process of obtaining regulatory approval
and ensuring compliance with appropriate statutes and regulations typically
requires the expenditure of substantial resources. Any delays or failure on our
part to obtain regulatory approval and ensure compliance with appropriate
standards could adversely affect our ability to earn product revenue and our
results of operations, liquidity and capital resources.
The MIT System, when commercialized, will be subject to extensive regulation by
numerous governmental authorities and regulatory agencies worldwide prior to
introduction of the product. The process of obtaining required regulatory
approvals may be lengthy and expensive depending on the jurisdiction. There can
be no assurance that we will be able to obtain the necessary approvals to
conduct clinical trials for the manufacturing and marketing of products, that
all necessary clearances will be granted to us for future products on a timely
basis, or at all, or that review or other actions by the regulatory agencies
will not involve delays adversely affecting the marketing and sale of our
products. In addition, the testing and approval process with respect to products
which we may develop or seek to introduce may take a substantial number of years
and involve the expenditure of substantial resources. There can be no assurance
that the MIT System will be cleared for marketing by the regulatory agencies of
the countries in which we seek to gain distribution rights. Failure to obtain
any necessary approvals or failure to comply with applicable regulatory
requirements could have a material adverse effect on our business, financial
condition or results of operations. Further, future government regulation could
prevent or delay regulatory approval of our products.
10. LARGER AND BETTER FINANCED COMPETITORS. There are many firms in the water
purification and related industries, substantially all with financial resources,
experience and technical staffs larger than ours. Large competitors include U.S.
Filter, Ionics and GE Power Systems. Several firms have successfully developed
products that meet some or most of the needs intended to be met by the EDI and
have established strong market positions in these areas. These competitors may
respond vigorously to any threat to their established market shares. In
addition, other companies may be developing or planning the development of
devices competitive with our current product.
11. CONTINUED TECHNOLOGICAL CHANGE. The technology upon which the EDI water
purification product relies may undergo rapid development and change. There can
be no assurance that the technology utilized by us will be competitive in light
of possible future technological developments. Further, we cannot assure that
our technology will not become obsolete or that we will have adequate funds to
meet technological changes.
12. NEED FOR ADDITIONAL EMPLOYEES AND FACILITIES. We relocated our operations to
a 30,201 sq. ft. facility in Laguna Hills, California in March 1998. Management
estimates that the current facility will be adequate to conduct needed
manufacturing activities. Our current employees are sufficient to conduct the
manufacturing and administrative functions required at the present time.
However, additional employees will be required once manufacturing operations
increase and if we are successful in developing a product utilizing the Micro
Imaging Technology. No assurance can be given that we can obtain these
additional employees when required.
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13. REQUIRED ROYALTIES. The total royalties granted per EDI sold is
approximately $51.00 for each EDI product sold. Of that amount, a royalty of
$42.00 per unit continues until the last patent related to this product expires.
Currently, the last patent expires in August 2001. A $9 per unit royalty is
payable until a maximum of $525,600 has been paid. Currently, the required
royalties equal approximately 2.3% of net sales. Mr. Harry O'Hare, the founder
of the Company, does not hold any royalties in the EDI but does have royalty
rights in connection with two products he sold to the Company in 1987. There can
be no assurances that our profitability will not be adversely affected by these
royalty payments. As of the fiscal period ended April 30, 2000, we had accrued
$13,175 in royalties due under the above arrangements.
14. FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS. Our revenues in the next
several years may be uneven depending on the timing and sales of products or the
potential licensing of technology. The timing of these events, if they occur,
could have a significant effect on results of operations. The results of one
quarter of operations are not necessarily indicative of results of operations
for any subsequent quarters.
15. CONTROL OF THE COMPANY. As of July 24, 2000 Anthony M. Frank, Harry M.
O'Hare, Sr. and the current officers and directors of the Company owned
approximately 43.1%, 7.5%, and 7.6% of the voting power of the Company,
respectively. As a result, these individuals, if they agreed to act in concert,
are in a position to materially influence, if not control, the outcome of all
matters requiring shareholder approval, including the election of directors.
16. DEPENDENCE ON MANAGEMENT. We are significantly dependent upon the continued
availability of Floyd H. Panning, our President and Chief Executive Officer. The
loss or unavailability of Mr. Panning for an extended period of time could have
a material adverse effect on our business operations and prospects. To the
extent that his services are unavailable for any reason, we will be required to
procure other management and operating personnel. There can be no assurance that
we will be able to locate or employ qualified personnel on acceptable terms. We
have entered into an employment agreement with Mr. Panning. However, we do not
maintain key employee insurance on Mr. Panning or on any other employee of the
Company.
17. POSSIBLE VOLATILITY OF COMMON STOCK PRICE. The trading prices of the common
stock may respond to variations in operating results and other events or
factors, including, but not limited to, the sale or attempted sale of a large
amount of the common stock into the market, as could occur from sales by the
Selling Shareholders. In addition, the stock market has experienced price and
volume fluctuations in recent years, particularly in the securities of smaller
companies. These fluctuations have had a substantial effect on the market prices
of many companies, often unrelated to the operating performance of the specific
companies, and similar events in the future may adversely affect the market
prices of the common stock.
18. RISK OF LOW PRICED STOCKS; INABILITY TO MEET NASDAQ LISTING REQUIREMENTS.
The common stock is currently traded in the over-the-counter market and is
listed on the Electronic Bulletin Board under the symbol "ELTP."
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Our common stock is currently defined as a "penny stock." Unless exempt, for any
transaction involving a penny stock, the broker/dealer must deliver, prior to
any transaction, a disclosure schedule prepared by the Securities and Exchange
Commission explaining important concepts involving:
- the penny stock market,
- the nature of the market,
- terms used in the market,
- the broker/dealer's duties to the customer,
- a toll-free telephone number for inquiries about the broker/dealer's
disciplinary history, and
- the customer's rights and remedies in cause of fraud or abuse in the
sale.
Disclosure also has to be made about commissions payable to both the
broker/dealer and the registered representative and current quotations for the
securities. In addition, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Non-NASDAQ stocks are not covered by the
definition of penny stock for:
- issuers who have $2,000,000 in tangible assets, we do not meet this
- criteria, transaction in which the customer is an institutional
accredited
- investor, and transactions that are not recommended by the
broker/dealer.
For penny stocks, there are additional sales practice requirements on
broker-dealers who recommend these securities to persons other than established
customers and accredited investors. Generally, accredited investors would be
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. For these transactions, the broker-dealer must make a special
written suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to sale. Securities are also exempt
from these requirements if the market price is over $5.00 per share or, for
warrants, they must be exercisable for more than $5.00.
As a result of the above requirements, trading in the common stock, which
currently is a penny stock, may be severely limited and holders may experience
difficulties in selling the securities, the market price for the securities may
be less than they may otherwise be, news coverage regarding us may be more
limited and we may find obtaining new financing to be more difficult. This
reduced liquidity could result in a material adverse impact on the value of the
securities. Currently, only a sporadic market exists for the common stock.
NASDAQ has recently significantly increased the requirements for initial and
continued listing on the NASDAQ Small Cap Market and National Market. It is
unlikely that the Company, in the near future, will be able to meet even the
initial listing requirements for the Small Cap Market. The recently announced
proposed changes to listing on the Electronic Bulletin Board will not effect the
Company, but would require brokers to deliver an explanation of the differences
between the Electronic Bulletin Board and NASDAQ.
12
<PAGE> 14
19. LARGE NUMBER OF EXISTING WARRANTS AND OPTIONS. Currently, there are
5,151,327 warrants and options outstanding, exercisable at prices ranging from
$0.28 to $15.00 per share and expiring through August 2009. For the term of the
options and warrants, the holders thereof will have an opportunity to profit
from the rise in the market price of the common stock without assuming the risks
of ownership. The existence of all of these options and warrants may have an
adverse effect on the terms upon which we may be able to obtain additional
capital. Furthermore, it might be expected that the holders of all of the
options and warrants would exercise their options at a time when we could obtain
equity capital on terms more favorable than those provided for by the options
and warrants.
20. NO DIVIDENDS. We have not paid cash dividends on the common stock and do not
anticipate paying any cash dividends for the foreseeable future.
--------------------------------------------------------------------------------
DIVIDEND POLICY
--------------------------------------------------------------------------------
We have not paid any dividends on the common stock since incorporation. We
anticipate that, in the foreseeable future, earnings, if any, will be retained
for use in the business or for other corporate purposes and it is not
anticipated that cash dividends will be paid. Payment of dividends is at the
discretion of the Board of Directors and may be limited by future loan
agreements or California law. Under California law, if a corporation does not
have retained earnings, it may pay dividends provided that after giving effect
thereto:
- the sum of the assets of the corporation, exclusive of good will,
capitalized research and development expenses or deferred charges, would be
at least equal to one and one-quarter times its liabilities, not including
deferred taxes, deferred income and other deferred credits, and
- the current assets of the corporation would be at least equal to the current
liabilities or, if the average of the earnings of the corporation before
taxes on income and for interest expense for the two preceding fiscal years
was less than the average of interest expense of the corporation for those
fiscal years, the current assets would be at least equal to one and
one-quarter times its current liabilities.
--------------------------------------------------------------------------------
USE OF PROCEEDS
--------------------------------------------------------------------------------
We will not receive any proceeds upon the sale of any shares of common stock by
the Selling Shareholders, but will receive funds upon the exercise of options or
warrants held by the Selling Shareholders. Any proceeds received will be used to
pay the estimated expenses of this offering and for working capital, including,
salaries, rent, overhead, marketing, production and costs associated with our
research and development programs.
--------------------------------------------------------------------------------
MARKET PRICES
--------------------------------------------------------------------------------
Our common stock is currently quoted in the OTC Electronic Bulletin Board market
as a "penny stock" under the symbol "ELTP." The following table sets forth the
high and low bid prices for the common stock, as reported on the Bulletin Board
or "pink sheets," for the quarters that the securities
13
<PAGE> 15
were traded. The quotations reflect inter-dealer prices, without retail mark-up
or mark-down or commissions and may not represent actual transactions.
<TABLE>
<CAPTION>
-------------------
COMMON STOCK
BID PRICES
-------------------
HIGH LOW
--------------------------------------------------------------------------------
<S> <C> <C> <C>
FISCAL 1998 First Quarter 2-1/8 1/2
--------------------------------------------------------------------------------
Second Quarter 3-3/4 7/8
--------------------------------------------------------------
Third Quarter 3 1-3/8
---------------------------------------------------------------
Fourth Quarter 1-3/4 13/16
--------------------------------------------------------------------------------
FISCAL 1999 First Quarter 1-1/2 1/2
--------------------------------------------------------------------------------
Second Quarter 1-6/16 1
---------------------------------------------------------------
Third Quarter 1-3/16 1/2
---------------------------------------------------------------
Fourth Quarter 13/16 11/16
--------------------------------------------------------------------------------
FISCAL 2000 First Quarter 7/8 11/16
---------------------------------------------------------------
Second Quarter 1-25/32 15/32
---------------------------------------------------------------
Third Quarter (through July 24, 2000) 1-1/8 25/32
--------------------------------------------------------------------------------
</TABLE>
The market for the common stock is sporadic and quoted prices may not represent
the true value of the securities.
As of July 24, 2000 the Company had approximately 760 holders of record of its
common stock.
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
-----------------------------------------------
FISCAL YEARS ENDED OCTOBER 31, 1998 AND 1999
-----------------------------------------------
Sales of our EDI products for the fiscal years ended October 31, 1998 and 1999
were $372,742 and $278,943, respectively. These figures do not represent sales
of our XL model which we first offered for sale in December 1999. Sales of our
Hydro Components line of products amounted to $432,771 and $416,622 for the
fiscal years ended October 31, 1998 and 1999, respectively. Our aggregate sales
decreased for the fiscal year ended October 31, 1999 by $109,948 as compared to
fiscal 1998 primarily due to several factors:
- the current economic downturn in Japan and Europe accounted for an
approximate 10% reduction in sales;
- we lowered the selling price of the EDI module to be more cost
competitive during the latter part of fiscal 1999 from approximately
$5,000 to $4,000 per module;
- marketing efforts to sell the EDI products were reduced during the
latter part of the fiscal year as design changes for the products were
being completed, and
- the loss of primary marketing personnel resulted in reduced marketing
efforts for our Hydro Components products.
14
<PAGE> 16
Cost of goods sold increased during the fiscal year ended October 31, 1999 by
$194,021 as compared to fiscal 1998 due to an increase of manufacturing overhead
and the write-off of obsolete inventory during the current fiscal year.
Research and development expenses for fiscal 1999 increased by $205,787 compared
to fiscal 1998 due to an increase in salaries for research and development
personnel and as a result of the allocation of overhead expenses to the program
which we initiated in December 1997 to develop the Micro Imaging Technology
acquired from Wyatt Technology Corporation in late October 1997. In addition,
approximately $60,000 was expended on research and development of our ion
permeable membranes and a power supply being developed by Mr. Heidmann for the
EDI product. No similar development activities occurred during fiscal 1998.
General and administrative expenses for fiscal 1999 increased compared to fiscal
1998 by $306,071, the primary component of which resulted from increased
expenses relating to outside consultants, legal and accounting fees, and the
issuance of a $67,127 bonus to Hydro Components upon the successful development
of our new EDI membranes. In addition, during fiscal 1999, we realized $78,000
in income on the sub-lease of approximately 10,000 square feet of the facility
which we currently lease. We will continue to sub-lease this portion of the
premises until we require the use of the area involved.
Interest income and expense activity is reflected as a net figure and represents
a decrease of $408,706 in interest expense for the fiscal year ended 1999 as
compared to the prior year. Interest income for fiscal 1999, in the sum of
$14,252, arose from short-term investments. The primary component of interest
expense in fiscal 1998 was a $400,175 expense realized by the issuance of
convertible debt of $400,000 in loans by a principal shareholder.
We realized a net loss of $1,958,644 for fiscal 1999, representing an increase
of $451,701 from the prior year level. The increase was primarily due to a
reduction in sales, the bonus issued to Hydro Components and increases in
salaries, consulting fees, legal and accounting expenses.
----------------------------------------------
SIX MONTHS ENDED APRIL 30, 1999 AND 2000
----------------------------------------------
References to 1999 and 2000 are for the six months ended April 30, 1999 and
2000, respectively.
Sales increased in fiscal 2000 by $40,103 as compared to fiscal 1999 primarily
due to enhanced efforts to market our new EDI product line, the XL, and our new
ion exchange membrane products. The increase in sales was partially offset by a
decrease in sales of our Hydro Components products due to a temporary decrease
in marketing personnel during the period. For the six months ended April 30,
1999 and 2000, sales of our EDI products amounted to $201,001 and $231,778,
respectively. Sales of the XL model accounted for approximately 31% of EDI
revenues for the period ended April 30, 2000. For the six months ended April 30,
1999, we had Hydro Components sales revenues totaling $210,453. Sales revenues
were $219,779 for the six months ended April 30, 2000, including $43,846 in
revenues from the addition of membrane products to the Hydro Components line.
15
<PAGE> 17
Costs of goods sold for fiscal 2000 increased by $86,863 as a result of
increases in sales activity for our new Hydro Components membrane line as well
as due to the allocation of depreciation expense on new manufacturing equipment
placed in service in fiscal 2000.
Research and development expenses for fiscal 2000 decreased by $27,053 compared
to fiscal 1999. These expenses primarily arise from the program which we
initiated in December 1997 to develop the MIT System for detecting and
identifying contaminants in fluids. The decrease primarily results from a
reduction in equipment expenditures and consulting expenses related to the
program as well as a reduction in amortization expense relating to our Micro
Imaging Technology which was fully amortized as of the fiscal year ended October
31, 1999.
General and administrative expenses for fiscal 2000 increased by $92,678 as
compared to fiscal 1999. The increase results primarily from an increase of
$123,446 in salaries and an increase of $86,334 in operating expenses such as in
legal and accounting fees and rent expense. These increases were partially
offset by a $117,102 decrease in consulting expenses in fiscal 2000.
Interest income arose from short-term investments and decreased by $1,757 for
the fiscal period ended April 30, 2000 as compared to the prior year period,
reflecting a reduction in available working capital. Interest expense for fiscal
2000 was $3,571, with no comparable activity during the prior period. Interest
expense arises, primarily, from equipment and automobile financing activities.
We realized a net loss before income taxes of $919,221 for fiscal 2000,
representing an increase of $117,713 from the prior year level. The increase was
primarily due, as noted above, to increases in salaries, operating expenses and
costs of goods sold.
LIQUIDITY AND CAPITAL RESOURCES
At April 30, 2000, we had working capital of $226,942. This represents a working
capital increase of $27,486 compared to that reported at October 31, 1999 and
reflects the fact that we substantially offset our customer deposits with the
delivery of EDI products during the period while maintaining comparable
inventory levels. In addition, we converted $400,000 in short term loans into
common stock during the period.
Our primary sources of working capital have been from short term loans and from
the sale of private placement securities. In February 2000, we borrowed $100,000
from Mr. Anthony Frank, a majority shareholder, at a 10% annual interest rate.
Between February and April 2000, we received $765,206 and a $300,000 note
receivable from the sale of 1,065,206 shares of common stock and 532,603
warrants to purchase common stock at $2.00 per share. Of the proceeds received,
$400,000 represented the conversion of principal loans, plus $5,206 in accrued
interest, on loans we had received between December 1999 and February 2000 from
Mr. Anthony Frank.
During the latter part of fiscal year 1999, we curtailed our marketing activity
on the EDI product while modifications could be effected to the EDI design and
the ion permeable membrane derived from the Hydro Components acquisition could
be developed. Sales began in late December 1999 of the XL, which incorporates
the more cost-effective ion permeable membranes. Sales of EDI products increased
in the second quarter of fiscal 2000 by 6% and are expected to continue to
increase through the latter part of fiscal 2000.
16
<PAGE> 18
PLAN OF OPERATION
In the opinion of management, available funds and funds to be realized from the
note receivable from private placement subscriptions discussed above will
satisfy our working capital requirements through August 2000. We intend to fund
our working capital requirements by increasing marketing efforts for all of our
products. In addition, we have taken the initial steps to form two Nevada
corporations which are wholly-owned subsidiaries of Electropure:
- Micro Imaging Technology was formed in February 2000 and will conduct
research and development operations on the detection and identification
of fluid-borne microorganisms. We filed a patent application on this
technology in February 2000. It is contemplated that, within the next 60
days, we will enter into an arrangement with MIT to transfer all patent
rights, in exchange for a combination of stock, options and cash, as
well as a percentage of future revenues.
- We formed Electropure EDI, Inc. in February 2000 to conduct
manufacturing and sales operations for the EDI line of products.
Currently, we are seeking short term working capital through loans and/or the
sale of private placement securities so that we may expand our EDI marketing
efforts and further the MIT research program. This approach is intended to
optimize the value of the MIT System when we are in a position to discuss
licensing and/or joint venture arrangements with potential candidates. Similar
arrangements may arise for our EDI technology although we are not conducting any
licensing or joint venture discussions for either the EDI or MIT technology at
the current time. The implementation of these strategies will be dependent upon
our ability to secure sufficient working capital in a timely manner. However, no
assurances can be given that available funds will satisfy our working capital
needs for the period estimated, or that we can obtain additional working capital
through the sale of common stock or other securities, the issuance of
indebtedness or otherwise or on terms acceptable to us. Further, no assurances
can be given that any equity financing will not result in a further substantial
dilution to the existing shareholders or will be on terms satisfactory to us.
We will be required to raise substantial amounts of new financing, in the form
of additional equity investments, loan financing, or from strategic
partnerships, to carry out our business objectives. There can be no assurance
that we will be able to obtain additional financing on terms that are acceptable
to us and at the time required by us, or at all. Further, any financing may
cause dilution of the interests of our current shareholders. If we are unable to
obtain additional equity or loan financing, our financial condition and results
of operations will be materially adversely affected. Moreover, estimates of our
cash requirements to carry out our current business objectives are based upon
various assumptions, including assumptions as to our revenues, net income or
loss and other factors, and there can be no assurance that these assumptions
will prove to be accurate or that unbudgeted costs will not be incurred. Future
events, including the problems, delays, expenses and difficulties frequently
encountered by similarly situated companies, as well as changes in economic,
regulatory or competitive conditions, may lead to cost increases that could have
a material adverse effect on us and our plans. If we are not successful in
obtaining loans or equity financing for future developments, it is unlikely that
we will have sufficient cash to continue to conduct operations, particularly
research and development programs, as currently planned. We believe that in
order to raise needed capital, we may be required to issue debt or equity
securities that are significantly lower than the current market price of our
common stock.
17
<PAGE> 19
------------------------
BUSINESS
------------------------
We manufacture and market the "EDI" series of patented electrodeionization water
treatment devices for commercial and industrial high purity water applications.
The EDI product is marketed to original equipment manufacturers, also known as
OEM's, as a specialized component for water treatment systems designed to
provide ultrapure water to market segments whose major customers include, but
are not limited to, semiconductor, pharmaceutical and power generation
companies, as well as laboratories and petrochemical companies.
The current EDI design is able to desalt pre-treated tap water, filtered and
generally softened by reverse osmosis to a purity level exceeding ten megohm-cm,
or roughly 0.2 parts per million of total dissolved solids, at a rate of up to
10 gallons per minute on demand. Unlike an ion exchange membrane which is
impermeable to water, reverse osmosis forces water, under pressure, through a
membrane that is impermeable to most contaminants. Modularized designs, which
allows for the connection of additional modules in parallel formations, increase
a system's capacity exponentially to service installations requiring up to
hundreds of gallons per minute. In addition to its cost-effective operation, a
major environmental and competitive benefit of the EDI technology is that it
does not require the addition of chemicals for resin regeneration. Most other
competitive processes require the addition of these elements.
We also began sales of light commercial/industrial water and waste water
treatment equipment in May 1998. Included in the product line, known as the
Hydro Components line of products, are high quality sanitary heat exchangers,
sample coolers for sterile steam and water, ion exchange filter cartridges, and
ion exchange membranes for electrodialysis, electrodeposition, and
electrochemical separations.
In February 1998, we acquired the rights to exclusive membrane technology from
Hydro Components, Inc. See "BUSINESS - Acquisition of Intellectual Properties -
Ion Exchange Membrane Technology." We then began a research project utilizing
the acquired technology to develop ion permeable membranes for use with the EDI
product. We have successfully developed membranes which will allow us to offer
more cost-sensitive models of the EDI product to a broader range of users for a
wider range of uses.
In October 1997, we acquired an exclusive license to patent and intellectual
property rights involving laser light scattering techniques to be utilized in
the detection and monitoring of toxicants in drinking water. This acquisition
provides the basis for our proposed development of near "real-time" drinking
water monitoring systems. This technology and the EDI technology are not
intended to be integrated into one product. See "BUSINESS - Acquisition of
Intellectual Property - Micro Imaging Technology" and "BUSINESS - Micro Imaging
Technology."
We were incorporated in December 1979 in California under the name HOH Water
Technology Corporation and changed our name to Electropure, Inc. in 1996. Our
address and telephone number is: 23456 South Pointe Drive, Laguna Hills,
California 92653, (949) 770-9347.
18
<PAGE> 20
------------------------------------
THE MARKET FOR WATER PURIFICATION
------------------------------------
Water is essential to life and potable water, that which is fit for human
consumption, is a necessity for which a market will always exist. Growing
population has increased demand for potable water just as the waste and
pollution created by the enlarging population has reduced nature's ability to
supply potable water. The United Nations focused attention on the world's water
problem in 1980 and allocated $300 billion to the development of solutions to
the problem. Beyond the need for water which is merely fit for human consumption
is the demand for "high purity" water which is usable for purposes other than
drinking, such as cleaning or industrial processing. Such water requires the
removal of contaminants that interfere with the intended use. In fact,
examination of municipal water use reveals that less than one percent of the
water is actually used for human consumption, the remainder being used by
industry, irrigation, bathing, laundry, etc. Enhanced treatment of water at the
point of use, therefore, is an economically viable solution for compliance with
stringent standards imposed by users of high purity water. The three largest
markets for ultrapure water, wherein the EDI product finds it market, are power
generation, semiconductor and pharmaceutical industries. According to a report
by The McIlvane Market Research Company in the January 1999 Journal of Ultrapure
Water, the total capital to be spent for ultrapure water in the year 2001 is
approximately $2.8 billion, with the vast majority being spent by these three
segments.
In 1997, the market for ultrapure water was estimated by McIlvane at $1.7
billion. If these figures are accurate, this market will have grown by more than
60% in a mere five years. Given the general deterioration of the world's water
supplies, this growth is likely to continue and expand as the cost of treatment
falls. Advanced manufacturing technologies and the tremendous expansion seen in
electronics, pharmaceuticals and bio-tech firms in the last decade alone, have
been the precursors of an increased need for high purity process water and for
water purification equipment. The industry is in a major growth cycle and there
are about 40 major companies in the world active in supplying goods and services
with an estimated 13,500 customers in the United States.
During the six months ended April 30, 2000, approximately 89% of our sales
revenues for EDI products were made to foreign customers. Mihama Corporation is
our largest customer to date, accounting for 65% of product sales during the
period. Mihama Corporation is a Japanese trading company marketing and servicing
our EDI products to OEM's in that region. Waterman Purification Ltd. in Ireland
represented approximately 8% of EDI sales during the period.
---------------------------------------------
CURRENT TECHNOLOGIES IN WATER PURIFICATION
---------------------------------------------
Water purification is a relative term referring to removing selected, but not
all, of a limited number of contaminants depending on the expected use to be
made of the water. There are three general types of water purification
processes:
1. Physical processes which depend simply on physical properties of the
impurities, such as particle size, specific gravity and viscosity.
Examples of this type of process are reverse osmosis, distillation,
screening, sedimentation, filtration and gas transfer.
2. Chemical processes which depend on the chemical properties of an
impurity or utilize the chemical properties of added reagents.
Examples are ion exchange, electrodialysis, chlorination, coagulation
and precipitation.
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<PAGE> 21
3. Biological processes which utilize biochemical reactions to
remove soluble or colloidal organic impurities. Examples are
biological filtration and the activated sludge process.
----------------------
THE EDI TECHNOLOGY
----------------------
The need to satisfy the increasing demand for high purity water in a variety of
industries can now be achieved through our patented electrodeionization process.
The EDI design combines two well-established water desalination technologies --
electrodialysis and ion exchange deionization. Through this technique, dissolved
salts can be removed at low energy costs, and without the need for chemical
regeneration; the result is high quality water of multi-megohm/cm resistivity
that can be produced continuously at substantial flow rates.
The EDI module has been proved to be an effective new electrodeionization
process and can be used for a broad range of process applications, including the
supply of high water quality for the food and beverage industry, for
microelectronics production, biomedical and laboratory use, pharmaceutical
compounders and for general industry. The advantages of having a dependable and
high quality water source which requires no chemical regeneration, coupled with
low operation and maintenance costs, makes the EDI process an attractive and
environmentally-safe alternative compared with other deionization processes.
20
<PAGE> 22
We have recently redesigned the EDI module, now called "XL by Electropure", to
improve integration into water treatment systems with all water connections on
the module face and all electrical connections on the rear of the module. The
EDI module is 9" wide and 22" high and ranges in depth from 6" to 14" for flow
rates ranging from 1/4 to 10 gpm, respectively. The product has no moving parts
and is capable of continuously producing ultrapure water. The module is marketed
to original equipment manufacturers of water treatment equipment for
incorporation into a water supply system complete with pre-treatment components
such as reverse osmosis, filters, softeners, etc., a power supply, and desired
gauges and monitors. This system would then be connected to the incoming water
line, to a drain line and to an electrical source. A singular module is designed
to service the small industry users. For higher flow rate requirements, the
existing EDI module has been successfully combined in parallel formations to
provide multi-gallons per minute of multi-megohm quality water. Larger systems,
which produce 25 - 200 gpm, would be marketed to medium scale users. We plan to
design a higher capacity version of the EDI module that will be intended to
provide volumes of high purity water at 15 gpm or more from a single module. We
believe that this model, if it can be developed, will become the primary product
line for desired high purity flow rates in the 25-200 gpm market segment.
--------------------------------------------------------------------------------
XL-500 MODULE
--------------------------------------------------------------------------------
[GRAPHIC]
(6 to 10 GPM Flow Rate)
We believe that the major advantage of the EDI technology over systems utilizing
ion exchange resins only is the efficient recharging of the resins without the
extensive use of caustic and acid chemicals which add excessive contamination
and cost to the system's waste water. We believe that the primary advantage of
the EDI technology over products using distillation and reverse osmosis is its
ability to utilize electrical and chemical properties of the water molecule and
of naturally occurring salts, instead of merely physical properties, in
separating water from the dissolved mineral ions. The EDI can operate without
booster pumps or holding tanks and the EDI module achieves a high flow rate with
relatively smaller sized and less expensive equipment.
EDI technology requires less maintenance than existing systems but requires more
stringent pretreatment of entry water. Maintenance is a major problem with
conventional electrodialysis and reverse osmosis units, particularly the
clogging of membranes. Thus, the advantages of the EDI technology system, as
compared to some conventional water treatment systems, include the following:
21
<PAGE> 23
- lower maintenance since nothing is consumed except small amounts of
electricity. If at all necessary, chemicals are added less
frequently than existing equipment.
- large flow rate relative to its size, as compared to conventional
systems that purport to treat the same flow rates.
Our belief as to the expected advantages of the EDI technology is based upon our
experience with prototypes, pilot production units, products sold by our former
licensee, and the approximately 150 EDI products sold through October 31, 1999.
The EDI technology incorporates a number of design improvements to the original
EDI patent. We intend to conduct continued product development on the EDI
technology, with an eye toward improving the technology while reducing
manufacturing costs, and allowing us to expand our market reach.
Development of new technologies for manufacture, such as the EDI technology, is
frequently subject to unforeseen expenses, difficulties and complications and in
some cases such development cannot be accomplished. In the opinion of
management, the EDI technology has demonstrated positive attributes, but any
positive attributes must be balanced against the lack of any substantial
operating experience, the existence of established companies in the water
purification field with greater financial resources, experience and developed
products, and unknown technological difficulties. Consequently, no assurances
can be given as to if and when the product discussed above will be successfully
marketed and sold.
Similar risks will apply to the use of any product which may be developed using
the Micro Imaging Technology System and the ion permeable membrane which has
been developed using the Hydro Components technology and is now being
incorporated into the EDI module.
-------------------------------
THE HYDRO COMPONENTS LINE
-------------------------------
We began offering for sale our Hydro Components line of products in May 1998.
The Hydro Components line includes water and wastewater treatment products for
light commercial/industrial markets such as optical lens manufacturers; sterile
steam samplers for pharmaceutical and biotechnical firms; industrial steam
samplers for power plants, pulp and paper mills and refineries; and high-flow
deionizers sold through catalog houses for humidification, rinse water, cooling
water and small laboratories. The Hydro Components line also offers
solvent-based coated membranes which are sold to OEM's of stabilizing equipment
for electrodeposition automotive and appliance painting. Our largest customer
for this new membrane line of products, Purolite, accounted for approximately
94% of the total $43,846 in membrane revenues for the six months ended April 30,
2000.
Our largest customers of non-membrane products sold by Hydro Components,
Lenscrafters and McMaster-Carr, represented approximately 41% and 12%,
respectively, of our $175,933 in non-membrane product revenues during the period
ended April 30, 2000.
Less than one percent of sales of our Hydro Components products are made to
foreign customers.
22
<PAGE> 24
-----------
MARKETING
-----------
The EDI module was developed for the ultrapure light industrial segment of the
water treatment market, i.e., pharmaceuticals, electronics, medical and research
laboratories. We sell these products through manufacturers of commercial water
treatment equipment in the United States and in foreign countries. We have
patents for its EDI technology in the following foreign countries: Austria,
Belgium, France, Great Britain, Luxembourg, Switzerland and Germany.
ULTRAPURE MARKET. We believe that a substantial market currently
exists for EDI technology in the commercial and light industrial market sector
where ultrapure water is a necessity in manufacturing and where chemically pure
water is demanded for laboratory uses. The electro-regeneration feature of the
EDI technology is considered a significant advantage over existing
demineralization technology. The existing XL module will provide ultrapure water
at a rate of 1/4 to 10 gpm and higher volumes in parallel formations, which is
generally ample for the needs of the OEM's marketing to these various end users.
The total market for water system capital equipment is estimated at $56 billion
for the year 2000(1), of which over $2 billion is expected to be spent in the
high purity water treatment segment where the XL model finds its market.
Our marketing strategy is to identify and target independent operating water
equipment manufacturers where the EDI technology can either be incorporated into
or replace other components in the water treatment systems currently offered by
these manufacturers. We have no current intentions of entering into formal
supply agreements with any potential customers. We have initiated our marketing
strategy both in the U.S. market and overseas through advertising, both
independently and in cooperation with several of our larger customers. We have
also developed sales literature, demonstration materials, and trade show
follow-up material in order to increase awareness of our product. We have and
will continue to participate in a number of widely attended trade shows and
conferences to increase product awareness and to capture sales leads.
--------------------------
GOVERNMENT REGULATION
--------------------------
A California law provides that water treatment devices that are sold for
residential use be certified by the State Department of Health Services, or
approved certification facility, if claims are made that the device will remove
or reduce a contaminant for which a primary drinking water standard has been
established. We make no such claims for our EDI technology or any other product
we offer. In addition, California law makes it illegal to make any false claims
in connection with the sale of any water treatment product. Other states have
similar laws.
We believe that the EDI ultrapure technology, which is not intended for drinking
water applications, is not subject to the above laws. However, if we offer
industrial applications of the EDI point-of-use technology, i.e., hospitals,
these products will require approval by Underwriter's Laboratory or equivalent
organization. We will seek all necessary approvals or certifications for our
current and future products.
---------------------------
(1) McIlvane, R., The McIlvane Market Research Company, personal communication,
December 1998, published in Ultrapure Water, January 1999.
23
<PAGE> 25
---------------------
PRODUCTION METHODS
---------------------
EDI TECHNOLOGY - The EDI module is composed of various components. All
internal parts are made of engineered thermoplastics, except the membranes,
electrodes and electronics. We have previously purchased tooling and molds
required for component plastic parts and contracts for the production of the
plastic parts and electrodes for the EDI product. The membranes utilized in the
EDI product were purchased from outside sources until we recently began
manufacturing membranes based on the technology acquired from Hydro Components.
No assurances can be given that the membrane that we have recently developed
will prove to be efficient for long term use with the EDI product. All final
assembly is completed at our Laguna Hills, California manufacturing facility.
Production and assembly functions have been designed with the flexibility to
produce customized variations of the EDI for specialized usage.
HYDRO COMPONENTS LINE - Except for the membranes offered by us, the
Hydro Components line of products consists of component parts purchased from
unaffiliated third party suppliers or sub-contractors and assembled by us into
the finished product. The membranes sold under the Hydro Components line are
specially treated by us and currently are fabricated by an outside source. These
membranes are not the ion permeable membranes utilized in our EDI product.
-----------
WARRANTY
-----------
We offer a one year limited parts and labor warranty for the EDI module and may,
in the future, contract with others to provide warranty service. However, we
have not made any arrangements with any persons to provide warranty service and
we may not be able to locate competent persons to perform the services at an
acceptable price. We have not experienced significant warranty returns to date;
however, no assurances can be given that future warranty expenses will not be
significant.
Suppliers of components utilized in the Hydro Components line of products
provide limited parts and labor warranties, generally one year or less, which we
pass on to our customers. No additional warranties are offered by us at this
time.
-------------------
SOURCES OF SUPPLY
-------------------
We utilize selected vendors and suppliers for the materials used to build the
products that we currently offer due to the economic benefits derived from
working with these vendors on a regular basis. Most of the materials we use are
in broad supply. In a limited number of cases, although alternative suppliers
are available, some of their components have different attributes, higher prices
or are in limited supply. If we are required to use alternative sources for
materials, such as the resin components for our EDI products and the resins used
to manufacture our ion exchange membranes, it could result in higher
manufacturing costs or lower revenues due to production
24
<PAGE> 26
delays, products shortages or quality assurance problems. We do not have a long
term supply agreement with any vendor or supplier of materials that guarantees
any product quantities, prices, delivery or lead times. We purchase all of the
materials used to build our products on a purchase order basis. We have not
experienced any significant delays in obtaining parts and materials for our
products, and we believe that our relationships with our suppliers are good and
that the material availability is adequate at this time.
--------------------------------------
ACQUISITION OF INTELLECTUAL PROPERTIES
--------------------------------------
EDI COMPONENTS
Effective August 5, 1997, we entered into a License Termination Agreement with
EDI Components terminating the July 1992 agreements which granted EDI Components
a security interest in and exclusive manufacturing and marketing rights to our
patented water purification technology. Under the termination agreement, 362,500
shares of our common stock were issued to the investors of EDI Components in
amounts commensurate with their capital investment in that entity. We have
agreed to issue Additional Shares upon the common stock first having a per share
value for thirty consecutive trading days equal to or in excess each of $3.00,
$4.00 and $5.50 per share trigger value. The 362,500 shares issued and the
additional 516,479 contingently issuable shares were valued at $0.3125, the
market price per share at the date of termination of the agreement, which totals
$274,681. This amount was recorded as research and development expense.
ION EXCHANGE MEMBRANE TECHNOLOGY
On February 17, 1998, we paid Hydro Components, Inc. the sum of $200,000
under the terms of an Assignment Agreement to acquire the rights to exclusive
ion exchange membrane technology for use with its EDI water treatment
technology. HCI also provided the know-how and technical support to develop
extruded membranes with ion exchange materials. In April 1999, in an addendum to
the agreement, HCI was granted a $67,127 bonus for the successful development of
the membrane technology that is now being incorporated into our new EDI module.
MICRO IMAGING TECHNOLOGY
On October 25, 1997, we issued 2,100,000 shares of common stock, valued at
$447,146 by independent appraisal, to Wyatt Technology Corporation as
consideration for the transfer by Wyatt of an exclusive worldwide license to
intellectual property related to drinking water monitoring technology. The
agreement encompassed exclusive patent rights, software, technical support,
manufacturing services and other know-how based on Wyatt's multi-angle laser
light scattering instrumentation and techniques to detect and monitor the
presence of mutagens, carcinogens, and metabolic toxins in fluid. We refer to
this technology as our Micro Imaging Technology.
In May 1998, the initial research phase proved, in a laboratory environment, a
capability of the technology for identification and measurement of
Cryptosporidium and Giardia cysts. We initiated further research efforts based
on these successful results. See "LEGAL PROCEEDINGS."
25
<PAGE> 27
---------------------------------
PATENTS AND LICENSE AGREEMENT
---------------------------------
Some technology used by the EDI technology is covered by U.S. Patent No.
4,465,573, issued on August 14, 1984, to Harry M. O'Hare, Sr. This patent
expires in August 2001. Corresponding foreign patents have been granted on the
EDI technology in Austria, Belgium, France, Great Britain, Luxembourg,
Switzerland and Germany. Improvements in the EDI technology involve upgrades of
various components, including ion permeable membranes, front and rear manifolds,
and product water and waste water compartments. These improvements increase
performance quality and decrease production costs. The existence of a patent for
the EDI technology may not provide us any meaningful protection because of
technological changes, the decision of courts not to uphold all or part of a
patent, or because of the limited financial resources that may be available to
enforce our patent rights. We have recently filed a patent application with
regard to the ion permeable membrane technology acquired from Hydro Components
and we have filed a patent relating to our MIT System. Because the governmental
review and approval process associated with filing for patent protection on new
products can be lengthy, we cannot be certain when, or if, patents will be
issued for any of our pending applications.
We have not secured a registered trademark or trade name for "EDI", "XL", "Hydro
Components", or "Micro Imaging Technology."
Harry M. O'Hare, Sr., the inventor of the EDI technology, entered into a License
Agreement with us in 1986. The License Agreement grants to us an exclusive
worldwide license to manufacture, use and sell the EDI technology and other
water purification products covered by the current patent and any improvements
thereon or under corresponding foreign patents for the life of the patents.
Under the terms of the License Agreement, we are obligated to pay to the
individuals who have royalty rights in the EDI technology, a royalty of
approximately $42.00 for each EDI technology system, which has a capacity of
from six to twenty gallons per minute, sold or placed in service by us and our
licensees during the life of the patent. Royalties of approximately $9.00 per
the EDI technology are also payable until a maximum of approximately $525,600 is
paid at which time the additional royalties will terminate. In May 1987, Mr.
O'Hare assigned all of his interest, including rights to future royalties, in
the patent covering the EDI technology to us.
----------------------------
RESEARCH AND DEVELOPMENT
----------------------------
During fiscal 1999, we expended $650,897 primarily on our research program to
develop a drinking water monitoring system derived from the technology acquired
from Wyatt in October 1997. We concluded Phase 1 research on the proposed
drinking water monitoring technology and initiated phase two of our research
program in 1998. During the six-month period ended April 30, 2000 we expended an
additional $213,158 on this program and we expect to continue to incur
additional research and development costs on this MIT System project through
product development. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital Resources."
26
<PAGE> 28
--------------------------
MICRO IMAGING TECHNOLOGY
--------------------------
The technology transferred under the October 25, 1997 agreement with Wyatt
Technology Corporation had at inception two main areas for exploitation:
- Detection and early warning of dangerous particulate materials such as
parasites and other organisms, i.e., bacteria, viruses, spores, etc. If the
initial efforts were successful, future efforts were to be directed to
include detection and early warning of asbestos fibers and similar materials
that pose a health hazard to the consumer.
- Detection and early warning of dangerous soluble substances such as
mutagens, carcinogens and metabolic poisons.
The latter technology area had already been confirmed, although never
commercialized, during a study by Wyatt for the U. S. Army through a Small
Business Innovative Research program conducted approximately a decade ago. To
transform the former area into a viable product line will require the
development of specialized instrumentation for the implementation of the methods
developed and patented under that program, market studies, and the establishment
of a marketing plan to target water consumer delivery agencies. For this reason,
the latter market may well represent a major opportunity on a worldwide basis
for future growth of consumer market products and the currently available
instrumentation and methods being developed by us appear to provide a more
immediate path to developing the technology for this concept.
Our initial research and development efforts focused on, and have thus far
proven successful in a laboratory setting, the detection and monitoring of
parasites, primarily Cryptosporidium and Giardia(2), in drinking water sources.
Since these parasites form cysts that have a protective shell, they are
particularly dangerous and difficult to remove as they are resistant to normal
treatment levels of chlorine.
The Center for Disease Control and the Environmental Protection Agency have
developed a national "surveillance system" to monitor and track the incidences
of water borne diseases, including those associated with Cryptosporidium and
Giardia contamination. However, this system relies upon standard water sample
gathering and analysis and recognition of outbreaks after they occur. The CDC
documents an average of 15 to 20 waterborne outbreaks throughout the country
each year. Experts speculate, however, that the numbers are much higher since
illnesses caused by waterborne diseases are often mistaken for the stomach flu
or intestinal disorders. In 1997, the CDC reported 1,770(3) cumulative
Cryptosporidiosis cases in the U.S. alone. Cryptosporidiosis was brought to
national attention in 1993 in a Milwaukee incident, when more than half of the
total population of the city became ill, with more than 4,000 hospitalized and
100 deaths. Particularly susceptible were immunocompromised persons.
-------------------
(2) Cryptosporidium (Cryptosporidium parvum) and Giardia (Giardia lamblia)
are waterborne protozoan parasites which contaminate water sources
such as wells, rivers, streams, and lakes, generally through animal
and fowl fecal deposits.
(3) CDC Morbidity and Mortality Weekly Report 46(47):1121, 1997 (week ended
November 22, 1997).
27
<PAGE> 29
The current method for water quality sampling is labor intensive, expensive,
sporadic, time consuming, and results are untimely for corrective action. In the
monitoring for bacteria or parasite detection, for example, workers will collect
samples at distribution points, influent points or effluent points. These
samples will then be transported to laboratories that are equipped to provide
detection and identification of the contaminants in question. Samples are then
physically separated to allow for microscopic visual identification by trained
technicians. Standard turn-around time for information is one to two days,
although some tests can often be run in as little as a few hours. Expenses
increase dramatically if a quick, few hour turn-around is requested or required.
This method of "surveillance" is recognized as woefully inadequate by the water
industry. While it serves to provide incidence statistics, it is operationally
ineffective since problems are detected after the water already has been
delivered. By the time positive detection is made, it is not possible to take
corrective action to prevent exposure. Corrective actions are limited to often
overblown solutions such as general boil orders or a total water system
shutdown. These actions serve to only limit the initial outbreaks, rather than
to prevent them.
A system that would provide for "real-time" contaminant detection and monitoring
could prevent or limit outbreaks, save lives and be less expensive. The
availability of this technology would clearly represent a leap forward in water
delivery and monitoring. The proposed system would monitor the laser light
scattering properties of each particle passing through the detector region and
software would examine the measurements and decide whether the particle was a
parasite.
Potential customers for the proposed water monitoring system would include local
water utilities, both private and municipal; state water utilities and water
quality and health agencies; Federal government agencies such as EPA, DoD, DoE,
CDC; wastewater treatment plants; ground water and well users; and potentially,
as the cost of the sensors and system decreases, homeowners.
We believe development of an MIT System for clinical laboratory and food
processing applications will be achieved more rapidly because of the specialized
instrumentation required for water monitoring. Consequently, we have focused our
research efforts to address these areas, each of which would reap cost and
efficiency benefits similar to the proposed water monitoring device. This
technology has already demonstrated identification of the bacteria E.coli,
listeria and salmonella.
The clinical and food processing applications for our MIT System will undergo
stringent and lengthy regulatory approval processes, including clinical trials.
We anticipate that the MIT System for clinical and food processing applications
will be offered for sale, assuming approvals are forthcoming, in late 2002.
However, no assurances can be given as to when or if we may offer an MIT System
for sale.
Although the water monitoring application for the MIT System will not require
regulatory review and approval, this application will require more extensive
development efforts because of the vast array of contaminants commonly found in
water and the need to configure a unique method and apparatus for isolating the
water being tested. For these reasons, we expect that a practical device for the
water monitoring application of our technology will not be commercialized until
we have
28
<PAGE> 30
successfully introduced and gained acceptance of an MIT System in the
clinical and food processing market segments.
Based on a very preliminary evaluation of market needs and the size and number
of possible customers, the market potential for the MIT System in all of the
above domestic market areas is estimated to be over $1 billion annually. More
detailed market validation will be conducted as our research program continues.
-------------
COMPETITION
-------------
The EDI technology competes with only three principal competitors: on-site
regeneration, service deionization and electrodeionization. U.S. Filter licensed
electrodeionization technology from Millipore Corporation in 1989 and continues
to work closely with its technical staff. U.S. Filter/Ionpure(4) manufactures
and markets electrodeionization systems for the high purity industrial segment
with capacities ranging from 20 liters/hours to 100 gallons/minute. Compared to
our point-of-use EDI technology, the U.S. Filter equipment is more expensive,
but still offers substantial operating cost savings over service or batch
deionization. Comparison tests have shown that our EDI technology is also more
efficient than the U.S. Filter/Ionpure product, resulting in better performance
and a lower operating cost. Ionics, Inc., G. E. Power/Ecell Inc., and Christ,
Ltd. also manufacture and market electrodeionization technology.
The technology directly competitive with electrodeionization is service
deionization. The service deionization industry is composed of a few larger
companies such as Arrowhead Industrial Water, U. S. Filter, and Continental
Water, as well as hundreds of smaller entities, some of which are dealerships of
U.S. Filter/Culligan and other water conditioning companies. The EDI unit can
reduce operating costs of producing high purity water by up to 40% in comparison
to service deionization. Our marketing challenge will be to convince water
equipment manufacturers to utilize the EDI technology rather than conventional
ion exchange resin deionization. With service deionization, the customer does
not have to purchase capital equipment as he does with EDI, so the service
deionization system can be upgraded or down-sized with no substantial cost to
the customer. The customer pays for the water on either a cost-per-gallon basis,
or a cost-per-regeneration basis. Regeneration is done at the service company's
facility so that the customer does not have to handle or dispose of resulting
toxic chemical waste.
Substantially all companies in the water treatment market are established in the
field, including the well-known firms mentioned above and others. All of these
companies are larger and better financed, have established products and an
established customer base and can accordingly devote more resources to research
and development, production and marketing activities. In addition, it is
possible that the water purification industry may be the subject of
technological innovation or other factors that may attract additional
competition in the future. We believe, however, that the EDI technology and our
technical know-how may be significant in our ability to compete.
------------------------
(4) Pursuant to a March, 1999 acquisition, U.S. Filter became a wholly owned
subsidiary of Vivendi, a French environmental service provider and leader in
water treatment and distribution services.
29
<PAGE> 31
Our ion permeable membrane technology is intended to reduce dependence on
outside suppliers for this component of the EDI product as well as to
significantly reduce the cost of this component. The cost reduction in the
membrane component of the EDI product has resulted in a substantial increase in
the cost competitiveness of our product. Where the selling price of the 5 gpm
EDI module was $5,000, the comparable XL model incorporating our new membranes
is being offered at $2,100 and a 10 gpm EDI module is offering at $3,000. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Liquidity and Capital Resources."
With regard to the proposed Micro Imaging Technology System, there are
established methods of testing currently employed by both public and private
agencies. However, these methods are labor intensive, expensive and time
consuming, and do not provide the near "real time" monitoring capabilities which
our product, if it can be developed, would purport to offer.
-----------
EMPLOYEES
-----------
As of July 24, 2000, we employed sixteen full-time employees, of which eight
were engaged in marketing, development, production and design; five in
administrative, accounting and clerical functions; and three are engaged in
research and development of the Company's proposed MIT System. To implement our
proposed business, we will have to hire additional employees in 2000. However,
we cannot predict with any certainty when we will hire any additional personnel.
We believe that our relationship with our employees is good and we are not a
party to any collective bargaining agreement. Our future success will be
dependent upon our ability to attract and retain qualified personnel.
--------------------------------------------------------------------------------
PROPERTIES
--------------------------------------------------------------------------------
We currently lease, with an option to purchase, a 30,201 sq. ft. facility in
Laguna Hills, California and pay a gross lease payment of $16,480 per month,
which includes taxes, insurance and major repairs. In March 1998, we sub-leased
approximately 10,000 sq. ft. of this facility to an unaffiliated third party
which utilizes the space to warehouse and distribute heating and cooling parts
and equipment. Under the terms of the two-year agreement, extended through
December 2000, the sub-lessee pays us $7,000 per month. Management believes that
its present facilities are adequate for all of its current operations, and those
contemplated for the foreseeable future.
On July 29, 1999, we paid $15,000 and exercised an option under the lease to
purchase the building for the sum of $2,300,000. Based upon present market
values in this area, the current value of the building exceeds $3,000,000..
Under the lease, the Lessor has 18 months within which to complete the sale. We
will continue to pay rent as required in the lease with applicable increases
until the sale has been completed.
--------------------------------------------------------------------------------
LITIGATION
--------------------------------------------------------------------------------
In July 1999, we entered into an agreement to settle the February 1999 lawsuit
we brought against Wyatt Technology Corporation for breach of the October 1997
Technology Transfer Agreement by
30
<PAGE> 32
which we obtained a license to use and develop laser-based technology and
patents held by Wyatt. The lawsuit, brought in the Orange County Superior Court
of California, Case No. 805529, alleged that Wyatt had failed and refused to
provide the technical support indicated under the original agreement in an
attempt to bring about a rescission of the license.
The settlement with Wyatt provided that each party has the right to utilize the
licensed technology as developed through Phase I of our research program which
proved, in principle, that the instrument under development can perform
instantaneous microbe identification by measuring the light scattered by
particles as they pass through a laser beam. This research program formed the
basis for further research from which our MIT System has developed. The
settlement also provided for the return by Wyatt of 1.95 million of the 2.1
million common shares it received from us under the original license agreement.
Warrants to purchase 10,000 shares of common stock at $1.38 per share issued to
Clifford Wyatt, an officer of Wyatt, were also cancelled as part of the
settlement. Mr. Clifford Wyatt resigned as a Director of Electropure in April
1999.
In August 1999, a Cross Complaint for breach of contract, misrepresentation and
negligence was filed against us and other unaffiliated defendants by Douglas B.
Platt d/b/a East-West Technic Group, the defendant in a Los Angeles Superior
Court action, Case No. GC 023410, brought by Starr Surgical Company, Inc. The
cross-complaint charged us with breach of contract, misrepresentation and
negligence in connection with the sale to Platt of an EDI module subsequently
provided by Platt to Starr. Specifically, Platt alleged that the EDI module
could not be operated on a non-continuous basis. Our position was that our EDI
module performed in accordance with specifications and we instructed counsel to
aggressively defend against the cross-complaint. However, to avoid the cost of
defending this matter through a lengthy trial, in April 2000 we agreed to a
settlement. The settlement provided for equal payments to Staar of $6,000 each
by Platt, Electropure and Universal Aqua Technologies, who manufactured the
water treatment system supplied to Staar.
31
<PAGE> 33
--------------------------------------------------------------------------------
MANAGEMENT
--------------------------------------------------------------------------------
----------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
----------------------------------
Our directors and executive officers are as follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------
NAME AGE POSITION
-----------------------------------------------------------------
<S> <C> <C>
William F. Farnam * 79 Director (Chairman)
Randall P. Frank * 38 Director
Randolph S. Heidmann * 49 Director
Arthur Lipper III * 68 Director
Floyd H. Panning * 72 Director, President and
Chief Executive Officer
Catherine Patterson 47 Chief Financial Officer
and Secretary
</TABLE>
---------------------------
* All directors currently serve as members of the Audit Committee, with Mr.
Lipper as the Chairman of the Committee.
WILLIAM F. FARNAM, 79, was named to the Board of Directors on August 5, 1997.
Mr. Farnam spent 1967 through 1968 as General Manager on construction of The Los
Angeles Forum for sports entrepreneur Jack Kent Cooke. He served the City of
Inglewood, California for 20 years, as Public Works Director and City Engineer
and went on to become the Assistant City Manager there from 1980 to 1982.
Between 1983 and 1984, he served as Project Engineer for the Park Place
Associates Poker Casino in Southern California. He provided engineering
consulting services for various municipalities from 1985 through 1990 when he
retired. Mr. Farnam is a Registered Professional Civil Engineer in the State of
California and received a Bachelor of Science Degree in Electrical Engineering
from the University of Southern California and is a Management Studies Graduate
from the University of California at Los Angeles.
RANDALL P. FRANK, 38, joined the Board of Directors on October 25, 1997. Mr.
Frank, is the son of Anthony M. Frank, who is the former Postmaster General of
the United States and is a substantial shareholder. Between 1992 and 1995,
Randall Frank worked in sales and marketing for Sonnet Systems, a Northern
California firm which offers computerized currency exchange services. He has
been engaged since 1995 as an insurance underwriter with Five Star Managers, LLC
in San Francisco, California, an insurance firm whose primary business is
underwriting trustees for union and corporate employee benefit plans. Mr. Frank
received a B.A. degree from the University of California at Berkeley and a
Masters degree in International Management from the American Graduate School of
International Management, also known as Thunderbird.
32
<PAGE> 34
RANDOLPH S. HEIDMANN, 49, was employed by us between September 1990 and November
1991 as an electronics instrumentation design engineer to continue development
work on innovative electronic components which we planned to engineer into our
product line. He was named to the Board of Directors in September 1991. Prior to
joining us, he spent nine years with Teledyne Electronics where he was
responsible for data acquisition subsystems design for telemetry products. He
has participated in the development of a variety of consumer electronics
products and custom production test equipment. Between 1991 and June 1999, Mr.
Heidmann served as an electrical engineer for Photonic Detectors, Inc. in Simi
Valley, California. Currently, Mr. Heidmann provides independent electrical
engineering consulting services. He holds a BS degree in Physics from the
University of California at Davis.
ARTHUR LIPPER III, 68, has provided financial and management consulting services
to us since May 1998 and was elected to the Company's Board of Directors in June
1999. Mr. Lipper is an internationally known investment banker, financier and
management consultant. He has been Chairman and Chief Executive Officer of
British Far East Holdings Ltd. since August 1989 and President and CEO of
Communications Management Associates since January 1994. These are privately
owned companies which provide and arrange financing and offer financial and
management advisory services. Mr. Lipper has been affiliated with the
international financial community since 1954 and currently serves as a director
or advisor to a number of publicly traded and privately owned companies
including, among others, Lion Brothers, an embroidered emblem manufacturer with
facilities in the United States and China; MeterNet, providing set top box
Internet access to television sets, Cargo4less.com, an internet marketed
international freight forwarding service matching customer bids and service
offerings; and Cavion.Com which services the electronic communications and
processing needs of credit unions.
Mr. Lipper is the author of numerous financial and investment-related books and
publications and has served as the Chairman, Publisher and Editor-In-Chief of
Venture Magazine. He is a member of the Financial Analysts Society of San Diego,
the San Diego Press Club, and the University of California, San Diego Faculty
Club. He has been a Trustee of the Kenan Institute of Private Enterprise of the
Kenan-Flagler Business School at the University of North Carolina. Mr. Lipper
has also served as a Director of the National Schools Committee for Economic
Education and has served as Chairman and co-founder of the New York & Foreign
Securities Corporation and Chairman of the Arthur Lipper Corporation and
international subsidiaries, both New York Stock Exchange member firms. Mr.
Lipper's stock and commodity exchange memberships have included the New York
Stock Exchange, American, Midwest, Pacific Coast, Detroit, Boston, Philadelphia,
Bangkok, NY Comex and NY Futures Exchange.
FLOYD H. PANNING, 72, joined the Board of Directors and was engaged by us as
President and Chief Executive Officer in August 1997. Mr. Panning came out of
retirement in April 1992 to establish EDI Components and form a license
relationship with us to manufacture and market the EDI technology. He has been
the president of EDI Components since 1992. Prior to forming EDI Components, Mr.
Panning had founded two million-dollar revenue producing businesses that were
sold in 1982. In 1972, he founded Formatron, Inc., a manufacturer of rotational
molded plastic products such as plating and chemical storage tanks, and many
other polyethylene and polypropylene containers. In 1963, he acquired Mills
Engineering Co., a manufacturer of high quality aluminum products. As
owner/operator he expanded the firm from a limited local
33
<PAGE> 35
sales organization by establishing major national and international accounts
with Fortune 100 companies and major municipalities.
CATHERINE PATTERSON, 47, became our Secretary in May 1989, was Assistant
Secretary from May 1986 to May 1988, held the position of Treasurer from August
1984 to February 1986, and was a director for a short time in 1984. In June
1990, she became Chief Financial Officer. From 1971 until she joined us in 1981,
she was a legal secretary for various Michigan law offices, including General
Motors Corporation, where she dealt closely with various corporate sectors and
counsels throughout the United States and Puerto Rico and portions of Canada and
South America.
Directors serve until the next Annual Meeting of Shareholders when their
successors are elected and qualified. Mr. Panning has a right to nominate one
director. See "MANAGEMENT - Employment Agreement." Officers, subject to any
employment agreements, serve at the pleasure of the Board of Directors.
-------------
Key Employees
-------------
Michael Snow, 43, a Ph.D. in Chemical Engineering, is General Manager of
Electropure EDI, Inc., a wholly owned subsidiary. Dr. Snow has nine years
experience in water purification industries and fourteen years experience in
product development and marketing of consumer, environmental, and membrane
separation devices. Dr. Snow has an extensive background in manufacturing and
quality control as well as budget and profit and loss responsibility. Prior to
joining Electropure in October 1998, he was Vice President of Research and
Development for Desalination Systems, Inc. from February 1992 to November 1995
where he was responsible for new product development and manufacturing
processes. From November 1995 to August 1998, Dr. Snow served as General Manager
of the Membrane Division of Osmonics/Desal where he was responsible for overall
operations and key customer sales for their $10 million annual membrane
production operation. He received his Bachelor of Science degree in Engineering
from U.C.L.A., and his Master of Science and Ph.D. degrees in Chemical
Engineering from M.I.T.
David Haavig, 46, a Ph.D. in Physics, joined Electropure in May 1998 as General
Manager of Micro Imaging Technology, its wholly owned subsidiary. Dr. Haavig has
over 25 years experience in instrument design in computer software with
applications in optical measurements and analysis. From August 1991 to May 1998,
he served as Electrical Design Engineer for San Diego-based Science Applications
International Corporation, where he was responsible for the mechanical and
electrical design of microprocessor controlled, autonomously controlled
instruments. He also served as project manager and technical director on various
system development projects. Dr. Haavig received his Bachelor of Science degree
in Physics (Cum Laude) from the University of Seattle and his Master of Science
and Ph.D. degrees in Physics from Purdue University.
34
<PAGE> 36
-----------------------------------------------------------
Section 16(a) Beneficial Ownership Reporting Compliance
-----------------------------------------------------------
As of the date of this report, all current directors, officers and beneficial
owners of more than 10 percent of any class of equity securities have filed all
reports required by Section 16(a) of the Securities Exchange Act of 1934. The
following table provides information regarding any of the reports which were
filed late:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
NAME OF TYPE OF NO. OF TRANSACTIONS
REPORTING PERSON REPORT FILED LATE REPORTED LATE
-------------------------------------------------------------------------------------------
<S> <C> <C>
William F. Farnam Form 4 - Statement of Changes in
Beneficial Ownership 2
Anthony M. Frank Form 4 - Statement of Changes in
Beneficial Ownership 2
Randall P. Frank Form 4 - Statement of Changes in
Beneficial Ownership 2
Randolph S. Heidmann Form 4 - Statement of Changes in
Beneficial Ownership 2
Arthur Lipper III Form 4 - Statement of Changes in
Beneficial Ownership 1
Floyd H. Panning Form 4 - Statement of Changes in
Beneficial Ownership 2
Catherine Patterson Form 4 - Statement of Changes in
Beneficial Ownership 1
Clifford D. Wyatt(1) Form 3 - Initial Statement of
Beneficial Ownership 1
</TABLE>
-----------------
(1) Clifford D. Wyatt resigned from the Board of Directors on April 14,
1999.
------------------------------
MANAGEMENT COMPENSATION
------------------------------
In November 1999, the Board of Directors established a Compensation and Benefits
Committee to oversee compensation and benefits, i.e., option and warrant grants,
to employees and service providers. The following Directors currently serve on
this Committee: Randall P. Frank, Arthur Lipper III and William F. Farnam as
Chairman.
We had no executive officer whose annual compensation was more than $100,000 per
year for the fiscal years ended October 31, 1999, 1998 and 1997. Floyd Panning,
who joined us as Chief Executive Officer in August 1997, is being compensated at
the rate provided in his employment agreement that is described below under
"Employment Agreement."
The following table sets forth summary information regarding compensation paid
for the years ended October 31, 1999, 1998 and 1997 to the chief executive
officer.
35
<PAGE> 37
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
OTHER ANNUAL
NAME AND COMPENSATION AWARDS
PRINCIPAL POSITION YEAR SALARY($) ($)(1) OPTIONS(#)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FLOYD H. PANNING
President and 2000* $50,400 - -
Chief Executive
Officer 1999 $97,751 - -
1998 87,346 - 250,000(2)
From August 1997 $12,000 - 125,000(3)
</TABLE>
* Through April 30, 2000.
(1) We are not required to report the value of personal benefits unless the
aggregate dollar value for 1999 was at least 10 percent of the executive
officer's salary and bonus or $50,000.
(2) In March 1998, we granted Mr. Panning 250,000 options to purchase common
stock at an exercise price of $1.125 per share. The options, which expire in
March 2008, vest in increments of 50,000 over a five-year period beginning on
the grant date.
(3) See "Employment Agreement."
---------------------------------------------------------------
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
---------------------------------------------------------------
Compensation of executive officers is determined by the Board of Directors. In
connection with the License Termination Agreement with EDI Components, the Board
of Directors negotiated Mr. Floyd Panning's Employment Agreement as President
and Chief Executive Officer of Electropure.
--------------------------
EMPLOYMENT AGREEMENT
--------------------------
Effective August 5, 1997, we entered into a five-year Employment Agreement with
Floyd Panning where he became the President and Chief Executive Officer. Mr.
Panning has the unilateral option to extend his employment for a period of two
years. The agreement provides Mr. Panning with five weeks' vacation, the use of
a car and cellular telephone and participation in any benefit programs offered
by us. Pursuant to the terms of the agreement, Mr. Panning also received 125,000
warrants to purchase common stock at $0.28125 per share. The warrants are
exercisable in increments of 25,000 annually beginning with the date of the
agreement. The agreement also provides for the following:
- A base monthly salary of $6,500 increasing to $8,000 per month once we
had realized a minimum of $1 million in financing. Each year
thereafter, the base salary shall automatically increase by an amount
equal to five percent. Mr. Panning's base salary is $8,400 per month as
of February 2000.
36
<PAGE> 38
- Upon realizing the above minimum financing, we agreed to reimburse Mr.
Panning for $63,700 in wages deferred while he was employed at EDI
Components. A $25,000 promissory note issued by Mr. Panning, in
consideration for his exercise of 50,000 warrants to purchase common
stock at $0.50 per share, will be satisfied with the deferred wages,
net of normal federal, state and local income and payroll taxes. Mr.
Panning agreed to waive any remaining balance of deferred wages after
payment of the promissory note with interest.
- Mr. Panning has the right to nominate, subject to shareholder approval,
one person to the Board of Directors during the term of his employment.
In the meantime, Mr. Panning has been named to the Board of Directors
as his nominee.
- Mr. Panning may, without cause, terminate his employment and retain the
right to the following percentage of his base monthly salary:
------------------------------ --------------------------
YEAR OF PERCENT
TERMINATION OF SALARY
------------------------------ --------------------------
1 60%
2 70%
3 80%
4 90%
5 100%
6 0%
7 0%
- Any termination of employment by us shall immediately vest all 125,000
warrants granted to Mr. Panning under the agreement. In addition,
termination by us of Mr. Panning's employment without cause, shall
automatically accelerate the issuance of Additional Shares due EDI's
investors under the License Termination Agreement at the then fair
market value; provided, however, Mr. Panning's successor has not been
approved by simple majority vote of EDI Components' investors,
excluding Mr. Panning.
-----------------------------
COMPENSATION OF DIRECTORS
-----------------------------
In August 1997, we authorized an annual issuance of 10,000 ten-year warrants to
purchase common stock to each Director for service to the Company at a 25%
discount to the fair market value of the common stock as of the date of grant.
In August 1998, 10,000 warrants to purchase common stock were issued to each of
the then five Directors at an exercise price of $1.375 per share.
In August 1999, in accordance with the above resolution, we issued 10,000
ten-year warrants to purchase common stock to each of the five Directors at an
exercise price of $0.9375 per share.
37
<PAGE> 39
--------------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------
---------------------------------
PRINCIPAL SHAREHOLDERS
---------------------------------
The following table sets forth information as of July 24, 2000 with respect to
the common stock, Class B common stock, Series B Preferred Stock and Convertible
Preferred Stock owned by the only persons known by us to own beneficially 5% or
more of any of these classes of stock, by each director and by all directors and
officers as a group.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COMMON CLASS B SERIES B CONVERTIBLE % OF
STOCK % OF COMMON % OF PREFERRED % OF PREFERRED % OF VOTING
NAME (1)(2) CLASS STOCK CLASS STOCK(3) CLASS STOCK(4) CLASS POWER(5)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
William F. Farnam 126,918 1.0% -- -- -- -- -- -- *
Anthony M. Frank
320 Meadowood Court
Pleasant Hill, CA 94523 5,187,551 36.9% -- -- 1,000,000 100% -- -- 43.1%
Randall P. Frank(7) 413,898 2.9% -- -- -- -- -- -- 1.9%
Randolph S. Heidmann 30,000 * -- -- -- -- -- -- *
Arthur Lipper III(6) -- -- -- -- -- -- -- -- --
Harry M. O'Hare, Sr.
2035 Huntington Dr. #1
S. Pasadena, CA 91030 2,500 * 83,983 100% -- -- 931,629 35.8% 7.5%
Floyd H. Panning
23456 South Pointe Drive
Laguna Hills, CA 92653 836,792 6.0% -- -- -- -- 7,500 * 4.0%
Catherine Patterson 210,112 1.5% -- -- -- -- 2,906 * 1.0%
All officers and directors
as a group (6 persons) 1,617,720 11.5% -- -- -- -- 10,406 * 7.6%
---------------------
* Less than 1%
** Includes address of five percent or more shareholders of any class.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes 83,983 shares of common stock issuable upon conversion of Class
B common stock, which carry eight votes per share. If these shares of
common stock were included, Mr. O'Hare and all officers and directors,
as a group would own 86,483 shares (1.0%) and 1,617,720 shares (11.4%)
of common stock, respectively.
(2) Includes currently outstanding warrants or options to purchase an
aggregate of 5,151,327 shares of common stock.
(3) The Series B Convertible Preferred Stock is convertible into common
stock, on a share-for-share basis, at the option of the holder or
automatically if:
38
<PAGE> 40
- we make a public offering of its securities, or
- if our securities are listed on NASDAQ or a national securities
exchange market system.
(4) The Convertible Preferred Stock was convertible into common stock only
if specified earnings or market prices of the common stock were achieved
prior to October 31, 1990. The specified earnings and market prices were
not achieved and as of January 31, 1991, we were required to redeem
these shares at $0.01 per share. We intend to redeem the Convertible
Preferred Stock during fiscal 2000.
(5) Reflects the voting rights of the common stock and Convertible Preferred
Stock, each of which carries one vote per share; Class B common stock,
which carries eight votes per share; and Series B Convertible Preferred
Stock, which carries four votes per share.
(6) Excludes warrants to purchase 175,000 shares of common stock at $1.06
per share, expiring on May 14, 2006 and 10,000 options to purchase
common stock at $0.9375 per share, expiring on August 13, 2009, all of
which are beneficially owned by Communications Management Associates for
which Arthur Lipper III disclaims beneficial ownership. Arthur Lipper
III is an executive officer of Communications Management and has no
control over the disposition or the voting control, if any, of the
securities.
(7) Mr. Randall Frank is the son of Anthony M. Frank.. See "MANAGEMENT -
Directors and Executive Officers."
In order to comply with conditions imposed by the Commissioner of Corporations
of the State of California, in connection with the public offering of Units in
June 1987, Harry M. O'Hare, Sr. and his former, late wife, Sandra O'Hare, agreed
that until these conditions are lifted by order of the Commissioner, all the
shares of Class B common stock and Convertible Preferred Stock held by them
(except for 107,848 shares of Convertible Preferred Stock issued in July 1988 to
Harry M. O'Hare, Sr.) and any common stock received upon conversion of the Class
B common stock and Convertible Preferred Stock, will be subject to the following
conditions which shall be referenced in a legend on the certificates for the
shares:
- the shares will not participate in dividends, other than stock
dividends;
- the shares will not participate in any distribution of assets in the
event of liquidation; and
- the shares may not be transferred without prior written consent of the
Commissioner except for transfer pursuant to order or process of any
court.
The issuance of an order lifting the conditions is in the sole discretion of the
Commissioner. However, under the Commissioner's Rules, such an order will
generally be issued when we have demonstrated a satisfactory earnings record, as
defined in the Rules, and we understand that in practice such an order will also
be issued in the event of a merger, consolidation, or liquidation in which the
holders of the common stock have received a satisfactory return on the shares.
39
<PAGE> 41
In October 1998, we agreed to seek the approval of our shareholders to enter
into an agreement with Mr. O'Hare and two of his creditors which would support a
petition to the Commissioner for removal of the above restrictions. The petition
is currently under review by the Commissioner and, if approved, the agreement
provides for the transfer of all our securities held by Mr. O'Hare's to the
creditors, including us, in exchange for monthly payments of $1,000 and
extinguishment of debt owed by Mr. O'Hare. Our shareholders approved the
agreement at the Annual Meeting of Shareholders held on June 26, 1999.
--------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------
----------------------
MR. WILLIAM FARNAM
----------------------
On October 8, 1998, Mr. Farnam exercised 1,250 and 1,668 warrants to purchase
common stock that had been assigned to him by the original holder of the
warrants on October 2, 1998. In a September 1998 private placement offering, the
original $9.00 and $15.00 exercise price of the warrants had been reduced to
$1.00 per share.
----------------------
MR. ANTHONY FRANK
----------------------
In fiscal year 1998, we borrowed $400,000 from Mr. Frank and issued notes which
provided for conversion of the loans into shares of our common stock at any
time. The intrinsic value of the beneficial conversion features was determined,
and additional paid-in capital and interest expense of $400,000 was recognized.
We issued 206,186 and 136,473 shares of common stock in connection with the
conversion of the notes payable on January 29, 1998 and March 25, 1998,
respectively. Consequently, a total of 342,659 shares of common stock were
issued to Mr. Frank at fair market value of $672,897 in connection with the
conversion of the notes payable and accrued interest totaling $409,847.
On January 15, 1999, Mr. Frank purchased 1,000,000 shares of Series B
Convertible Preferred Stock, $1 par value, for $1 million. Each share of Series
B Stock carries four votes per share and is convertible into common stock, on a
share-for-share basis, at any time at Mr. Frank's option. The Series B Preferred
Stock is also automatically convertible, however, if either of the following
events occur:
- We shall make a public offering of any of its securities under the terms of
an underwriting agreement with a securities dealer or underwriter; or
- The common stock shall be admitted for listing on a national securities
exchange market system or the NASDAQ System where it may then be traded.
In July 1999, Mr. Frank purchased 900,000 shares of common stock and 450,000
three-year warrants to purchase common stock in a private placement offering and
paid the sum of $900,000. The warrants are exercisable at $2.00 per share and
are redeemable by us for $0.05 each if the common stock shall equal or exceed
$4.00 per share for thirty consecutive trading days.
40
<PAGE> 42
On December 13, 1999 Mr. Frank executed a two-year convertible term note by
which Mr. Frank has agreed to loan to us $200,000 at the rate of 10% annual
interest. Mr. Frank loaned us an additional $100,000 under similar terms on
January 25, 2000 and on February 10, 2000. On February 25, 2000 Mr. Frank
converted these principal loans, plus $5,206 in accrued interest thereon, into
16.2 Units of a private placement offering, each Unit consisting of 25,000
shares of common stock and 12,500 three-year warrants to purchase common stock
at $2.00 per share. The warrants are redeemable by us at $0.05 per warrant at
any time the common stock shall equal or exceed $4.00 per share for thirty
consecutive trading days.
On March 6, 2000 Mr. Frank purchased an additional twenty Units of the above
private placement offering for the purchase price of $25,000 per Unit, or a
total of $500,000.
--------------------
MR. RANDALL FRANK
--------------------
Randall Frank is the son of our majority shareholder, Anthony M. Frank.
On September 21, 1998, Mr. Frank exercised 1,250 and 1,112 warrants to purchase
common stock at $1.00 per share in a private placement offering that temporarily
reduced the original $9.00 and $15.00 exercise price of the warrants.
-----------------------------
MR. RANDOLPH S. HEIDMANN
-----------------------------
Between August 1998 and October 31, 1999, we paid Mr. Heidmann a total of
$42,000 under an arrangement to develop exclusive technology relating to a new
design of a power supply which may be used with the EDI water treatment product.
The parties intend to negotiate an agreement where we will acquire the rights to
said technology once a prototype has been developed. Funds paid to Mr. Heidmann
under this arrangement will be credited toward the acquisition price to be
negotiated. Since November 1, 1999, an additional $11,500 has been paid to Mr.
Heidmann under this arrangement.
-----------------------
MR. ARTHUR LIPPER III
-----------------------
In May 1998, we entered into a three-year agreement with Communications
Management Associates for financial and management consulting services at the
rate of $2,500 per month. Mr. Lipper is the president of Communications
Management and is the primary contact for us under the consulting arrangement.
Concurrent with the commencement of the agreement, we granted Communications
Management 25,000 warrants to purchase common stock and 50,000 warrants each
year thereafter for a period of three years. The warrants are exercisable at
$1.06 per share and expire on May 13, 2006.
--------------
MR. PANNING
--------------
On March 25, 1998, Mr. Panning was granted 250,000 ten-year warrants to purchase
common stock at $1.125 per share. The warrants are exercisable in annual
increments of 50,000,
41
<PAGE> 43
beginning on the grant date, to vest over a five-year
period; provided, however, that Mr. Panning is employed by us on the exercise
date.
---------------
MISCELLANEOUS
---------------
The Board of Directors has adopted a policy that no transaction between us and
any officer, director, employee or members of their family shall be entered into
without the full disclosure of the transaction to and the approval of the
transaction by the non-interested members of the Board of Directors.
Furthermore, except for routine supply and sales agreement, no agreements will
be entered into regarding royalties, distributorships, supply agreements, sales
agreements, the borrowing of money or the sale or granting of securities or
options or the leasing or buying of property by us, or any other type of
contract over three months or $50,000 without the approval of the Board of
Directors.
--------------------------------------------------------------------------------
SELLING SHAREHOLDERS
--------------------------------------------------------------------------------
The following table shows the names and positions, if any, with us of the
Selling Shareholders, the number of shares of common stock beneficially owned by
each of them as of July 24, 2000, the number of shares covered by this
Prospectus and the number of shares and percentage, if over 1%, these
individuals would beneficially own if all of the shares covered by this
Prospectus were fully sold:
42
<PAGE> 44
<TABLE>
<CAPTION>
Number of After
Number of Shares Offering
Number of Shares Owned After Percent of
Name and Position Shares Covered by This Class, if
with us, if any Owned(1) Prospectus Offering(1) Greater than 1%
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Addison, John 14,946 3,612(2) 11,334
Aguirre, Gilbert G. 56,250 18,750 37,500
AM-FM Enterprises
Beneficial owner: Mark Langdon 4,446 1,112(2) 3,334
Amato, Frank L. 2,100 500(2) 1,600
Arndt, Douglas 2,673 2,000(2) 673
Austin, Jackson 5,250 1,250(2) 4,000
Barber, George 8,890 2,223(2) 6,667
Barrett, Robert 5,250 1,250(2) 4,000
Belk, John 13,337 3,335(2) 10,002
Bias, Alan 2,223 556(2) 1,667
Blaine Group, The
Beneficial owner: Devon Blaine 2,500 2,500 --
Bone, Alan 890 223(2) 667
Boston, E. A. 5,576 112(2) 5,464
Brown, Michael 10,846 1,112(2) 9,734
Campbell, Eric 2,667 667(2) 2,000
Carrillo, Ciro 104,167 39,167(2) 65,000
Clanin, Thomas 2,625 625(2) 2,000
Communications Mgmt. Assoc.(5) 185,000 175,000(2) 10,000
Crosson, Albert 5,250 1,250(2) 4,000
Cruver, James E. - Former Director
and Former President 4,446 1,112(2) 3,334
Cummus, Ann 4,446 1,112(2) 3,334
Curtis, Tom 1,050 250(2) 800
Danna, Gay 1,779 445(2) 1,334
Dargenzio, Alfonso 158,971 50,000 108,971
</TABLE>
43
<PAGE> 45
<TABLE>
<CAPTION>
Number of After
Number of Shares Offering
Number of Shares Owned After Percent of
Name and Position Shares Covered by This Class, if
with us, if any Owned(1) Prospectus Offering(1) Greater than 1%
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Das, Philip 2,625 625(2) 2,000
Economic Development Bank
for Puerto Rico(7) 200,000 100,000(2) 100,000
Edwards, Heather Tarlow 4,552 4,552 --
Egan, William 2,667 667(2) 2,000
Ensch, Thomas 662 125(2) 537
Farnam Living Trust - Director(3) 126,918 22,918(2) 104,000
Fiducia Trading Co. - Beneficial owners:
Gabriella Myers, Former Director 8,890 2,223(2) 6,667
Fishman, Richard L. 30,779 3,612(2) 27,167
Fleming Profit Sharing Plan 273,000 187,500(2) 85,500
Fleming, Ana Leigh 17,750 2,500(2) 15,250
Fleming, Michael 22,750 7,500(2) 15,250
Fleming, Terry L. 386,600 192,500(2) 194,100 1.4%
Fleming, Jr., Terry L. 30,250 15,000(2) 15,250
Fonmin, John L. 5,780 1,112(2) 4,668
Foti, A. Bert 4,446 1,112(2) 3,334
Foti, Andrew 4,446 1,112(2) 3,334
Frank, Anthony M.(3)(6) 6,187,551 4,057,809(2) 2,129,742 15.7%
Frank, Randall P. - Director(3) 411,536 30,000(2) 381,536 2.8%
Frank, Tracy F. 142,196 12,362(2) 129,834
Frisenda, Quinton & Nicholson
Beneficial owner: Frank Frisenda 110,696 100,000(2) 10,696
Fuja, Megan 90,000 10,000(2) 80,000
Haavig, David(3) 275,000 85,000(2) 190,000 1.4%
Heidmann, Randolph S. - Director(3) 30,000 20,000(2) 10,000
Hughes, Martin 4,446 1,112(2) 3,334
</TABLE>
44
<PAGE> 46
<TABLE>
<CAPTION>
Number of After
Number of Shares Offering
Number of Shares Owned After Percent of
Name and Position Shares Covered by This Class, if
with us, if any Owned(1) Prospectus Offering(1) Greater than 1%
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Illes, Steve G. 100,446 1,112(2) 99,334
J & L Enterprises
Beneficial owner: James Higbee 50,000 50,000(2) --
Jepson, Joanne 2,223 556(2) 1,667
Johnson, Craig 30,000 4,000(2) 26,000
Johnson Associates, Keith M. 8,600 8,600(2) --
Johnston, Heidi Tarlow 4,552 4,552 --
Jones, Larry 50,000 50,000(2) --
Kearns, Jeanne M. 2,100 500(2) 1,600
Kwan Pension Plan 4,848 1,181(2) 3,667
Kwan Profit Sharing Plan 4,848 1,181(2) 3,667
Landrace Corporation
Beneficial owner: Ralph Harris 4,446 1,112(2) 3,334
Lee, William H. - former Director 10,000 10,000(2) --
Link, F. Steven 2,788 556(2) 2,232
Littlewood, Ken 4,446 1,112(2) 3,334
Lorden, Gary A. 175,000 70,000(2) 105,000
Lupo, Vince 3,334 3,334
Maichaud, Chubb 30,000 20,000(2) 10,000
Maroka, Inc. 325,000 250,000(2) 75,000
Martinez, Susan 446 112(2) 334
Meier, Lon 223 223(2)
Metals Precision
Beneficial Owner: Miguel Cedeno 1,212 303(2) 909
Meylor, Tom 334 63(2) 271
Mihama Corporation 150,000 50,000(2) 100,000
MSN Securities
Beneficial owner: Miles S. Nadau 131,250 43,750(2) 87,500
Nance, Edward 4,446 1,112(2) 3,334
</TABLE>
45
<PAGE> 47
<TABLE>
<CAPTION>
Number of Shares Offering
Number of Shares Owned After Percent of
Name and Position Shares Covered by This Class, if
with us, if any Owned(1) Prospectus Offering(1) Greater than 1%
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Nathaniel, Sheldon 18,750 6,250(2) 12,500
Neff, Merlin L. 12,020 2,223(2) 9,797
Nemerovski, Harold 3,334 (2) 3,334
Newhuis, Gregg 56,250 18,750(2) 37,500
O'Connell, George 75,000 (2) 75,000
O'Hare, Harry M. - Former Director
and Former Chief Financial Officer(4) 86,483 83,983 2,500
O'Hare, Ronald J. - Former Director
and Design Engineer 229,500 99,500(2) 130,000
Orlandini, Jeff 20,000 20,000(2) --
Osenblok, Johann 100,000 25,000(2) 75,000
Ovando, Paul J. - Former Director 220,849 70,000(2) 150,849 1.1%
Panning, Floyd - Director, President
and Chief Executive Officer(3) 811,792 649,202(2) 162,590 1.2%
Panning, Scott 100,000 30,000(2) 70,000
Patterson, Catherine - Secretary
and Chief Financial Officer(3) 210,112 210,000(2) 112
Pett, Robert A. 122,838 25,000(2) 97,838
Poss Family Trust 75,000 75,000(2) --
Powell, Charles 16,973 7,500(2) 9,473
Ratcliffe, Martyn 150,000 40,000(2) 110,000
Reason, Robert 37,500 12,500(2) 25,000
Romig, Richard 5,815 1,250(2) 4,565
Schaeffer, Richard 700 (2) 700
Schmitt, Daryl 4,446 1,112(2) 3,334
</TABLE>
46
<PAGE> 48
<TABLE>
<CAPTION>
Number of After
Number of Shares Offering
Number of Shares Owned After Percent of
Name and Position Shares Covered by This Class, if
with us, if any Owned(1) Prospectus Offering(1) Greater than 1%
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shani, Ruth - Admin. Asst. 41,125 37,000(2) 4,125
Shirley, Terry 50,000 30,000(2) 20,000
Sikora, Thaddeus S. 7,875 1,875(2) 6,000
Skalski, Ken 2,223 556(2) 1,667
Snow, Michael(3) 370,000 140,000(2) 230,000 1.7%
Spencer, Charles 32,307 2,223(2) 30,084
Stegall, Sam Ray 22,500 22,500(2) --
Tarlow, Gardner 4,553 4,553 --
Tarlow, Garth 4,553 4,553 --
Textile Apparel Corp.
Beneficial owner: William Langdon 4,446 1,112(2) 3,334
TNKRGK Family Trust 9,696 2,362(2) 7,334
Traub, Gordon 10,639 (2) 10,639
Veraldi, William 5,434 (2) 5,434
von Leesen, Joan 22,050 6,250(2) 15,800
von Leesen, John 28,001 10,000(2) 18,001
Waldman Family Trust 123,157 2,500(2) 120,657
Waldman, Jill 5,250 1,250(2) 4,000
Wenc, Henry S. 2,625 625(2) 2,000
White, Bryan L. 1,000 1,000(2) --
White, Kevin C. 31,000 7,000(2) 24,000
White, Kristi, A. 1,000 1,000(2) --
White, Leroy - Production Manager 70,000 10,000(2) 60,000
White, Sally J. 1,000 1,000(2) --
Whiting, Mikel 5,576 1,112(2) 4,464
Weider, Harriett 75,000 50,000(2) 25,000
Wilson, Carly 5,000 5,000
Wilson, Patricia 10,250 10,250
Winokur Water Trust
Beneficial owner: Richard Winokur 78,584 6,250 72,334
Worley, Samantha L. 1,000 1,000(2) --
Yamada, Kenneth 4,938 938(2) 4,000
---------- --------- ---------
13,467,804 7,461,458 6,006,346
========== ========= =========
</TABLE>
47
<PAGE> 49
--------------
(1) Includes 3,626,327 shares currently issuable upon exercise of options or
warrants or exercisable within 60 days of the date hereof. Also includes
83,983 shares issuable upon conversion of Class B common stock and
1,000,000 shares issuable upon conversion of Series B Convertible
Preferred Stock. Excludes Convertible Preferred Stock owned by the
Selling Shareholders.
(2) Includes common stock underlying options or warrants.
(3) See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" and "MANAGEMENT -
Directors, Officers and Key Employees."
(4) Includes 83,983 shares issuable upon conversion of Class B common stock.
Through ownership of common stock, Class B common stock and Convertible
Preferred Stock, Mr. O'Hare controls 7.5% of the voting power. See
"PRINCIPAL SHAREHOLDERS."
(5) See "PRINCIPAL SHAREHOLDERS" and CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS - Mr. Arthur Lipper III."
(6) Includes 1,000,000 shares issuable upon conversion of Series B
Convertible Preferred Stock. Through ownership of common stock and
Series B Convertible Preferred Stock, Mr. Frank controls 43.1% of the
voting power. See "PRINCIPAL SHAREHOLDERS" and CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS - Mr. Anthony Frank."
(7) Includes 100,000 shares of common stock and 100,000 warrants to purchase
common stock at $1.00 per share issued in May 1997 to settle a lawsuit
against Electropure and various former and current officers and
directors for alleged breach of fiduciary duty. The Economic Development
Bank is a banking institution and a governmental branch of the
Commonwealth of Puerto Rico.
Plan of Distribution
The common stock may be sold by the Selling Shareholders or their pledgees,
donees, transferees, or other successors-in-interest. The sale of common stock
may be effected from time to time in transactions which may include block
transactions by or for the account of the Selling Shareholder in the
over-the-counter market or in negotiated transactions, through the writing of
options on the common stock, through a combination of these methods of sale, or
otherwise. Sales may be made at fixed prices that may be changed, at market
prices prevailing at the time of sale, or at negotiated prices. If any Selling
Shareholder sells his, her or its shares, or options thereon, pursuant to this
Prospectus at a fixed price or at a negotiated price which is, in either case,
other than the prevailing market price or in a block transaction to a purchaser
who resells, or if any Selling Shareholder pays compensation to a broker-dealer
that is other than the usual and customary discounts, concessions or
commissions, or if there are any arrangements either individually or in the
aggregate that would constitute a distribution of the shares, a post-effective
amendment to the Registration Statement of which this Prospectus is a part would
need to be filed and declared effective by the Securities and Exchange
Commission before the Selling Shareholder could make the sale, pay the
compensation or make such a distribution. We are
48
<PAGE> 50
under no obligation to file a post-effective amendment to the Registration
Statement of which this Prospectus is a part under these circumstances.
The Selling Shareholders may effect transactions in their common stock by
selling their securities directly to purchasers, through broker-dealers acting
as agents for the Selling Shareholders or to broker-dealers who may purchase the
Selling Shareholder's shares as principals and thereafter sell the securities
from time to time in the over-the-counter market, in negotiated transactions, or
otherwise. The broker-dealers, if any, may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers for whom the broker-dealers may act as agents or to whom they may
sell as principals or both. While this Prospectus covers the sale of common
stock received upon exercise of options and warrants by the Selling
Shareholders, it does not cover the exercise of the options and warrants.
The Selling Shareholders and broker-dealers, if any, acting in connection with
these sales might be deemed to be "underwriters" within the meaning of Section
2(11) of the Act and any commission received by them and any profit on the
resale of the securities might be deemed to be underwriting discounts and
commissions under the Act.
The Selling Shareholders have been advised that during the time each is engaged
in "distribution" (as defined under Regulation M under the Securities Exchange
Act of 1934, as amended) of the securities covered by this Prospectus, each must
comply with Regulation M under the Securities Exchange Act of 1934, as amended,
and pursuant thereto:
- shall not engage in any stabilization activity in connection with our
securities; and
- shall not bid for or purchase any of our securities or attempt to induce
any person to purchase any of our securities other than as permitted
under the Securities Exchange Act of 1934, as amended. Any Selling
Shareholder who may be an "affiliated purchaser" as defined in
Regulation M has been further advised that he must coordinate his sales
under this Prospectus with each other and us for purposes of Regulation
M. Each Selling Shareholder must also furnish each broker through which
common stock is sold copies of this Prospectus.
--------------------------------------------------------------------------------
DESCRIPTION OF CAPITAL STOCK
--------------------------------------------------------------------------------
----------------
COMMON STOCK
----------------
We are authorized to issue up to 20,000,000 shares of $0.01 par value common
stock. In May 1996, the Company's shareholders approved a one-for-ten reverse
stock split of its then currently outstanding Class A and Class B common stock.
Consequently, on July 25, 1996 the currently outstanding 18,960,695 shares of
Class A common stock were reconstituted and converted into 1,896,070 shares of
$0.01 par value Class A common stock. The issued and outstanding shares of
common stock and the shares included in this Registration Statement and the
shares issuable upon exercise of warrants and options when exercised and issued,
will be validly issued, fully paid and nonassessable.
49
<PAGE> 51
Holders of common stock are entitled to one vote per share on all matters to be
voted upon by the shareholders and except as may otherwise be required by law or
as described under "DESCRIPTION OF CAPITAL STOCK - Class B Common Stock," will
vote with the holders of the Class B common stock, Series B Convertible
Preferred Stock and Convertible Preferred Stock as one class. Under California
law, separate class voting is required for mergers or sales of substantially all
of our assets. If, prior to the election of directors, any shareholder has given
notice that he intends to cumulate his votes, then for the election of directors
each shareholder may cumulate votes for any nominee, if the nominee's name was
placed in nomination prior to the voting. In cumulative voting, each shareholder
is entitled in the election of directors to one vote for each voting share held
by him multiplied by the number of directors to be elected and may cast all his
votes for a single nominee for directors or may distribute them among any two or
more nominees as he sees fit.
The shares of common stock have no preemptive, subscription, conversion or
redemption rights. Upon liquidation, dissolution or winding up, the holders of
common stock are entitled to receive pro rata our assets which are legally
available for distribution to shareholders, subject to the liquidation rights
held by the Class B common stock, Series B Convertible Preferred Stock and the
Convertible Preferred Stock, and the prior rights, if any, that may be
established in the future for Preferred Stock, if any. See "DESCRIPTION OF
CAPITAL STOCK - Preferred Stock." Holders of common stock are entitled to
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor along with the holders of the Class B common stock,
subject to any prior rights when may be granted in the future to holders of
Preferred Stock.
As of July 24, 2000, 8,877,341 shares of the Company's common stock were
outstanding.
------------------------
CLASS B COMMON STOCK
------------------------
As a result of the July 25, 1996 one-for-ten reverse stock split, 839,825
authorized and outstanding shares of Class B common stock all owned by Harry M.
O'Hare, Sr. were reconstituted and converted into 83,983 authorized and
outstanding shares of $0.01 par value Class B common stock. The Class B common
stock, the common stock, the Series B Convertible Preferred Stock, and the
Convertible Preferred Stock vote as a single class on all matters except as
required by law and except if a reverse stock split or stock split is effected
on the common stock and a similar reverse stock split or stock split is not
effected on the Class B common stock or if a stock dividend in Class B common
stock is not declared equal to a stock dividend declared on the common stock. In
the latter situations, a separate class vote of the Class B common stock is
required.
Each share of Class B common stock carries eight votes per share and is entitled
to non-stock dividends and liquidation payments equal to 80% of those paid on
the common stock. The Class B common stock may not be transferred or assigned by
the owner thereof. If a transfer is made of a share of Class B common stock in
contravention of these restrictions, the share will automatically be converted
into a share of common stock. Class B common stock will automatically convert,
on a share-for-share basis, into shares of common stock upon the death of Harry
M. O'Hare, Sr.
50
<PAGE> 52
----------------------------
CONVERTIBLE PREFERRED STOCK
----------------------------
We can also issue 2,600,000 shares of Convertible Preferred Stock, $0.01 par
value. In March 1987, an aggregate of 2,492,152 shares of Convertible Preferred
Stock had been issued pro rata to all of the shareholders of the then currently
outstanding common stock and Class B common stock. On July 28, 1988, the balance
of 107,848 Convertible Preferred Shares were issued to Harry M. O'Hare, Sr. as a
bonus. Each share of Convertible Preferred Stock has one vote per share and
except as otherwise may be required by law or described in "DESCRIPTION OF
CAPITAL STOCK - Class B Common Stock," will vote as a class on all matters with
the common stock, Class B common stock, and the Series B Convertible Preferred
Stock. The Convertible Preferred Stock is not entitled to receive any dividends,
and in the event of liquidation, dissolution or winding up, each share is
entitled to share ratably in all assets available for distribution at the rate
equal to one share of common stock up to a maximum of $0.01 per share. The
shares of Convertible Preferred Stock have no preemptive rights or other rights
to subscribe for additional securities and there are no redemption or sinking
fund provisions with respect to the shares.
We did not achieve the requisite after-tax earnings and/or market prices and as
of January 31, 1991, the Convertible Preferred Stock became redeemable by us for
$0.01 per share.
The Convertible Preferred Stock is not assignable or transferable except upon
death or upon approval of a majority of the members of the Board of Directors
not holding shares of Convertible Preferred Stock.
------------------
PREFERRED STOCK
------------------
On January 15, 1999, we issued 1,000,000 shares of its Series B Convertible
Preferred Stock out of the 1,000,000 shares of authorized Preferred Stock, $1.00
par value. Series B Convertible Preferred Stock provides for a $1.00 per share
liquidation preference over the common stock, Class B common stock and
Convertible Preferred Stock and each share of Series B Convertible Preferred
Stock entitles the holder thereof to four votes per share and is to vote as a
class along with holders of the common stock, Class B common stock and
Convertible Preferred Stock. The shares of Series B Convertible Preferred Stock
are convertible, in whole or in part, into common stock on a share for share
basis at any time at the option of the holder, Mr. Anthony M. Frank. Each share
of Series B Convertible Preferred Stock is automatically convertible into one
share of common stock upon five days' written notice from us if either of the
following events shall occur:
- We shall make a public offering of any of its securities under the terms of
an underwriting agreement with a securities dealer or underwriter; or
- Our securities shall be admitted for listing on a national securities
exchange market system or the NASDAQ System where the common stock may then
be traded.
51
<PAGE> 53
------------------------------
TRANSFER AGENT AND REGISTRAR
------------------------------
The Transfer Agent and Registrar for the common stock is American Stock Transfer
Company, 40 Wall Street, New York, New York 10005.
--------------------------------
SHARES ELIGIBLE FOR FUTURE SALE
--------------------------------
2,751,148 of the shares of common stock owned by our shareholders are
"restricted securities" as that term is defined in the Securities Act of 1933.
An aggregate of approximately 1,206,531 shares of common stock are eligible for
sale under Rule 144. In general, Rule 144 permits a shareholder who has held his
shares for at least one year after payment therefor to sell within any
three-month period a number of shares that does not exceed the greater of 1% of
the outstanding shares of common stock or the average weekly trading volume of
the shares for the four weeks preceding the sale. Any shareholder who is not an
affiliate and has not been an affiliate for the preceding three months and who
has held his shares of common stock for at least two years after payment may
sell his shares under Rule 144, without any volume limitations. If a substantial
number of shares of common stock are sold pursuant to Rule 144, registration
statements or otherwise, the price at which the shares of common stock are
traded may be adversely affected.
-----------------------------------------
WHERE YOU CAN FIND ADDITIONAL INFORMATION
-----------------------------------------
We are subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, and, in accordance therewith, file reports, proxy statements
and other information with the SEC. These reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the SEC's regional offices located at the Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60661 and Seven World Trade Center, 13th
Floor, New York, NY 10048. Copies of this material can be obtained from the
Public Reference Section of the SEC upon payment of certain fees prescribed by
the SEC. The SEC's Web site contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
SEC. The address of that site is http://www.sec.gov.
We have filed a registration statement on Form SB-2 with the SEC under the
Securities Act of 1933, as amended, in respect of the common stock offered
pursuant to this prospectus. This prospectus, which is a part of the
registration statement, omits certain information contained in the registration
statement as permitted by the SEC's rules and regulations. For further
information with respect to us and the common stock offered pursuant to this
prospectus, please reference the registration statement, including its exhibits.
Statements in this prospectus concerning the contents of any contract or other
document filed with the SEC as an exhibit to the registration statement are
summaries of the material provisions of those documents and we recommend that
you also refer to those exhibits in evaluating us. Copies of the registration
statement, including all related exhibits and schedules, may be inspected
without charge at the public reference facilities maintained by the SEC, or
obtained at prescribed rates from the Public Reference Section of the SEC at the
address shown above.
52
<PAGE> 54
--------------------------------------------------------------------------------
LEGAL OPINION
--------------------------------------------------------------------------------
Skadden, Arps, Slate, Meagher & Flom, LLP, 300 South Grand Avenue, 34th Floor,
Los Angeles, California 90071, securities counsel to Electropure, will render an
opinion with respect to the valid issuance and nonassessability of the common
stock being offered in this prospectus.
--------------------------------------------------------------------------------
EXPERTS
--------------------------------------------------------------------------------
The audited financial statements of Electropure, Inc. as of October 31, 1999 and
1998, and the related statements of operations, shareholders' equity, and cash
flows for each of the two years in the period ended October 31, 1999, included
herein and elsewhere in the Registration Statement have been audited by Kelly &
Company, independent certified public accountants, for the period and to the
extent set forth in their report, which contains an explanatory paragraph as to
the Company's ability to continue as a going concern, appearing herein and
elsewhere in the Registration Statement. Such audited financial statements have
been so included in reliance upon the report of such firm given their authority
as experts in auditing and accounting.
--------------------------------------------------------------------------------
CHANGE IN CERTIFYING ACCOUNTANTS
--------------------------------------------------------------------------------
On June 16, 1998, due to a need for expanded accounting requirements and
location of accountants, the Board of Directors approved the recommendation of
management to dismiss Alex Chaplan & Associates and to engage Kelly & Company as
the independent auditors for Electropure, Inc.
For the Company's fiscal years ended October 31, 1996 and 1997, the financial
statements were subject to going concern qualifications and an uncertainty as to
the outcome of certain litigation and claims, but were not otherwise qualified
or modified as to audit scope, or accounting principles by Alex N. Chaplan &
Associates. During the two fiscal years ended October 31, 1996 and 1997, and
since October 31, 1997, there were not any disagreements with Alex N. Chaplan &
Associates 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 Alex N. Chaplan & Associates, would have
caused it to make a reference to the subject matter of the disagreements in
connection with its report, nor were there any "reportable events" as defined in
Item 304(a)(1)(v) of Regulation S-K. During the two fiscal years ended October
31, 1996 and 1997, and between October 31, 1997 and June 16, 1998, Registrant
did not consult with Kelly & Company on the application of accounting principles
to a specified transaction, or the type of audit opinion that might be rendered
on the Registrant's financial statements or any disagreements (as defined in
Item 304(a)(1)(iv) of Regulation S-K) or a reportable event as defined above.
53
<PAGE> 55
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
Electropure, Inc.
We have audited the accompanying balance sheets of Electropure, Inc. as of
October 31, 1999 and 1998, and the related statements of operations,
shareholders' equity and cash flows for each of the two years in the period
ended October 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
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 financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Electropure, Inc. as of October
31, 1999 and 1998, and the results of its operations and its cash flows for each
of the two years in the period ended October 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company
has suffered recurring losses from operations, has negative cash flow from
operations and an accumulated deficit. In addition, the Company has relied
primarily on the sale of its securities and borrowings to provide the cash
needed for operations. These conditions raise substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is discussed in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Kelly & Company
Kelly & Company
Newport Beach, California
December 23, 1999
F-1
<PAGE> 56
ELECTROPURE, INC.
BALANCE SHEETS
OCTOBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
ASSETS
<TABLE>
<CAPTION>
1999 1998
---- ----
Current assets:
<S> <C> <C>
Cash and equivalents $ 204,328 $ 57,440
Trade accounts receivable 97,745 161,225
Note receivable, related party -- 3,500
Note receivable, individual -- 67,127
Inventories 204,888 320,532
Prepaid legal fees 92,500 --
Other prepaid expenses 12,007 24,505
---------- ----------
Total current assets 611,468 634,329
Property and equipment, net 566,872 134,045
Acquired technology, net of accumulated amortization 131,945 528,192
Building purchase option 105,000 90,000
---------- ----------
TOTAL ASSETS $1,415,285 $1,386,566
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE> 57
ELECTROPURE, INC.
BALANCE SHEETS
OCTOBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Current liabilities:
Trade accounts payable $ 86,544 $ 126,843
Current portion of obligations under capital leases 9,465 --
Note payable to officer 7,632 6,216
Customer deposit 168,755 100,000
Accrued payroll 87,986 79,345
Other accrued liabilities 51,630 36,968
Total current liabilities 412,012 349,372
Obligations under capital leases, net of current portion 1,298 --
Note payable to officer, net of current portion 4,683 12,315
------------ ------------
TOTAL LIABILITIES 417,993 361,687
------------ ------------
Commitments and contingencies
Redeemable preferred stock; $.01 par value;
2,600,000 shares authorized, issued and
outstanding 26,000 26,000
Shareholders' equity:
Series B convertible preferred stock; $1.00
par value; 1,000,000 and no shares
authorized, issued and outstanding
(Notes 2 and 25). 1,000,000 --
Common stock; $.01 par value; 20,000,000
shares authorized; 7,791,425 and
8,618,925 shares issued and
outstanding 77,914 86,189
Class B common stock; $.01 par value;
83,983 shares authorized, issued and
outstanding 840 840
Additional paid-in capital 20,971,537 20,032,205
Accumulated deficit (21,018,249) (19,059,605)
Notes receivable on common stock (60,750) (60,750)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 971,292 998,879
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,415,285 $ 1,386,566
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 58
ELECTROPURE, INC.
STATEMENTS OF OPERATIONS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net sales $ 695,565 $ 805,513
Cost of sales 898,386 704,365
----------- -----------
Gross profit (loss) (202,821) 101,148
----------- -----------
Operating costs and expenses:
Research and development 650,897 445,110
Salaries 364,697 263,953
Consulting 243,392 142,919
Other operating expenses 512,793 407,939
----------- -----------
Total operating expenses 1,771,779 1,259,921
----------- -----------
Loss from operations (1,974,600) (1,158,773)
Other income (expense):
Interest income 14,252 7,556
Other income 3,920 22,449
Interest expense (1,416) (403,426)
----------- -----------
Other income (expense), net 16,756 (373,421)
----------- -----------
Loss before provision for income taxes and
extraordinary item (1,957,844) (1,532,194)
Provision for income tax (800) (800)
Extraordinary gain -- 26,051
----------- -----------
NET LOSS $(1,958,644) $(1,506,943)
=========== ===========
NET LOSS PER SHARE, BASIC AND DILUTED $ (0.23) $ (0.19)
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 59
ELECTROPURE, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Series B Class B Series B
Convertible Common Common Convertible
Preferred Shares Shares Shares Preferred Stock
---------------- ------ ------ ---------------
<S> <C> <C> <C> <C>
BALANCE, OCTOBER 31, 1997, AS RESTATED -- 7,734,293 83,983 --
Common shares issued for convertible debt to a
related party -- 342,659 -- --
Common shares issued on the exercise of
warrants with beneficial conversion features -- 155,928 -- --
Paid-in capital arising from beneficial conversion
features on convertible debt issued -- -- -- --
Common shares issued on exercise of warrants -- 25,000 -- --
Common shares issued on exercise of options -- 12,000 -- --
Common shares and warrants issued in a private
placement offering -- 278,363 -- --
Common shares issued for an option to purchase
real estate -- 60,000 -- --
Common shares issued for real estate broker
commission -- 6,579 -- --
Common shares issued for consulting and public
relations services -- 4,103 -- --
Payment of note receivable arising from an earlier
issuance of common stock -- -- -- --
Warrants granted on common stock to employees
and consultants for services -- -- -- --
Net loss -- -- -- --
--------- --------- ------ -------
BALANCE, OCTOBER 31, 1998 -- 8,618,925 83,983 --
========= ========= ====== ========
</TABLE>
<TABLE>
<CAPTION>
Class B Additional
Common Common Paid-in Accumulated Note Receivable
Stock Stock Capital Deficit Common Stock Total
----- ----- ------- ------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE, OCTOBER 31, 1997, AS RESTATED $77,343 $ 840 $ 18,244,073 $(17,552,662) $ (50,000) $ 719,594
Common shares issued for convertible debt to a
related party 3,427 -- 406,420 -- -- 409,847
Common shares issued on the exercise of
warrants with beneficial conversion features 1,559 -- 154,369 -- -- 155,928
Paid-in capital arising from beneficial conversion
features on convertible debt issued -- -- 400,175 -- -- 400,175
Common shares issued on exercise of warrants 250 -- 29,500 -- (29,750) --
Common shares issued on exercise of options 120 -- 5,880 -- (6,000) --
Common shares and warrants issued in a private
placement offering 2,784 -- 547,216 -- -- 550,000
Common shares issued for an option to purchase
real estate 600 -- 89,400 -- -- 90,000
Common shares issued for real estate broker
commission 66 -- 9,934 -- -- 10,000
Common shares issued for consulting and public
relations services 40 -- 7,460 -- -- 7,500
Payment of note receivable arising from an earlier
issuance of common stock -- -- -- -- 25,000 25,000
Warrants granted on common stock to employees
and consultants for services -- -- 137,778 -- -- 137,778
Net loss -- -- -- (1,506,943) -- (1,506,943)
------- ------ ------------ ------------ ------------ ----------
BALANCE, OCTOBER 31, 1998 $86,189 $ 840 $ 20,032,205 $(19,059,605) $ (60,750) $ 998,879
======= ====== ============ ============ ============ ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 60
ELECTROPURE, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Series B Class B Series B
Convertible Common Common Convertible Common
Preferred Shares Shares Shares Preferred Stock Stock
---------------- ------ ------ --------------- -----
<S> <C> <C> <C> <C> <C>
BALANCE, OCTOBER 31, 1998 -- 8,618,925 83,983 -- $ 86,189
Common shares issued upon exercise of options -- 2,500 -- -- 25
Common shares and warrants issued in private
placement -- 1,020,000 -- -- 10,200
Common shares issued as prepaid legal fees -- 100,000 -- -- 1,000
Common shares cancelled pursuant to a
settlement -- (1,950,000) -- -- (19,500)
Class B convertible preferred shares issued in
private placement to a related party 1,000,000 -- -- $1,000,000 --
Options and warrants granted to employees and
consultants for services -- -- -- -- --
Net loss -- -- -- -- --
--------- --------- ------ ---------- --------
BALANCE, OCTOBER 31, 1999 1,000,000 7,791,425 83,983 $1,000,000 $ 77,914
========= ========= ====== ========== ========
</TABLE>
<TABLE>
<CAPTION>
Class B Additional
Common Paid-in Accumulated Note Receivable
Stock Capital Deficit Common Stock Total
----- ------- ------- ------------ -----
<S> <C> <C> <C> <C> <C>
BALANCE, OCTOBER 31, 1998 $840 $ 20,032,205 $(19,059,605) $(60,750) $ 998,879
Common shares issued upon exercise of options -- 1,225 -- -- 1,250
Common shares and warrants issued in private
placement -- 1,009,800 -- -- 1,020,000
Common shares issued as prepaid legal fees -- 99,000 -- -- 100,000
Common shares cancelled pursuant to a
settlement -- (273,000) -- -- (292,500)
Class B convertible preferred shares issued in
private placement to a related party -- -- -- -- 1,000,000
Options and warrants granted to employees and
consultants for services -- 102,307 -- -- 102,307
Net loss -- -- (1,958,644) -- (1,958,644)
---- ------------ ------------ -------- -----------
BALANCE, OCTOBER 31, 1999 $840 $ 20,971,537 $(21,018,249) $(60,750) $ 971,292
==== ============ ============ ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 61
ELECTROPURE, INC.
STATEMENTS OF CASH FLOWS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,958,644) $(1,506,943)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 43,080 11,937
Amortization 103,747 117,484
Provision for (recovery on) uncollectible
accounts 560 (7,278)
Issuance of warrants for services 102,307 137,778
Interest expense arising from issuance of
convertible debt -- 400,175
Services provided in payment of note
receivable - related party 70,627 69,627
Issuance of common stock for services -- 17,500
Extraordinary gain on settlement of debt -- (26,051)
(Increase) decrease in assets:
Trade accounts receivable 62,920 (145,965)
Accounts receivable - related party -- 19,500
Prepaid legal and other expenses 19,998 (19,606)
Inventories 115,644 (216,239)
Building purchase - option (15,000) --
Increase (decrease) in liabilities:
Trade accounts payable (40,299) 70,668
Customer deposit 68,755 100,000
Accrued payroll and other liabilities 23,303 70,884
----------- -----------
CASH USED IN OPERATING ACTIVITIES (1,403,002) (906,529)
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-7
<PAGE> 62
ELECTROPURE, INC.
STATEMENTS OF CASH FLOWS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows used in investing activities:
Purchase of property and equipment $ (471,360) $ (117,670)
Purchase of acquired technology -- (200,000)
Increase in notes receivable, related parties -- (203,500)
----------- -----------
CASH USED IN INVESTING ACTIVITIES (471,360) (521,170)
----------- -----------
Cash flows provided by (used in) financing activities:
Principal payments on notes payable -- (13,469)
Proceeds from the issuance of notes payable
to a related party -- 400,000
Payments on notes receivable for common
stock -- 25,000
Proceeds from exercise of warrants 1,250 155,928
Proceeds from issuance of stock - private
placement 1,020,000 550,000
Proceeds from issuance of preferred stock to a
related party 1,000,000 --
----------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES 2,021,250 1,117,459
----------- -----------
NET INCREASE (DECREASE) IN CASH 146,888 (310,240)
CASH AT BEGINNING OF PERIOD 57,440 367,680
----------- -----------
CASH AT END OF PERIOD $ 204,328 $ 57,440
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements
F-8
<PAGE> 63
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Interest paid $2,543 $3,251
Income taxes paid $1,600 $ 800
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities
<TABLE>
<CAPTION>
<S> <C> <C>
Acquisition of assets in non-cash transactions:
Assets acquired -- $ 200,108
Accounts receivable, related party satisfied -- $ (19,306)
Notes receivable satisfied -- $ (70,802)
Issuance of note payable to officer -- $ (20,000)
Issuance of common stock -- $ (90,000)
Litigation settlement:
Return and cancellation of common stock $ 292,500 --
Surrender of acquired technology $(292,500) --
Issuance of common stock for prepaid legal fees:
Prepaid legal fees $ 100,000 --
Issuance of common stock $(100,000) --
Issuance of common stock for note receivable:
Notes receivable received -- $ 35,750
Issuance of common stock -- $ (35,750)
Convertible debt retired by issuance of common stock:
Reduction of liabilities -- $ 409,847
Issuance of common stock -- $(409,847)
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-9
<PAGE> 64
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
1. DESCRIPTION OF BUSINESS
Electropure, Inc. (the "Company") manufactures and markets
electrodeionization ("EDI") water treatment devices for commercial and
industrial high purity water applications. The Company holds an exclusive
patent on its EDI product and markets it to original equipment
manufacturers as a specialized component for water treatment systems, whose
major customers include semiconductor, pharmaceutical and cosmetic
companies, as well as laboratories and petrochemical companies. The
Company's Hydro Components ("HC") products are sanitary heat exchangers,
sample coolers for sterile steam and water, based on ion exchange membrane
technology for electrodialysis, electrodeposition, and electrochemical
separations. The Company's Micro Imaging ("MI") technology is in the
development phase, which, when completed, will provide a product that will
enable real time identification of contamination in water.
2. MANAGEMENT'S PLAN (UNAUDITED)
The Company incurred net losses of $1,958,644 and $1,506,943 in fiscal
years October 31, 1999 and 1998, respectively, and at October 31, 1999 had
an accumulated deficit of $21,018,249 and is in default under the
redemption provisions of its redeemable preferred stock (Note 24). Despite
negative cash flows from operations of $1,403,002 and $906,529 in the years
ended October 31, 1999 and 1998, respectively, the Company has been able to
secure additional operating capital through private equity funding sources,
a significant portion of which is from an individual who is a related party
and the largest shareholder. No assurances can be given that the Company
can or will continue to obtain sufficient working capital through the sale
of the Company's securities, borrowing, or through the sale of products
that will generate sufficient revenues in the future to sustain ongoing
operations. The Company's ability to continue as a going concern will be
reliant upon its ability to gain access to equity and debt capital or
achieve profitable operations. The Company believes, however, that the
current market interest in its products is strong and will enhance its
ability to generate the funds necessary through equity and debt capital and
the sale of its products to meet its needs.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Revenues on the sale of the Company's products are recognized when the
products are shipped.
F-10
<PAGE> 65
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Cash and Cash Equivalents
The Company invests portions of its excess cash in highly liquid
investments. Cash and equivalents include time deposits and commercial
paper with original maturities of three months or less. The Company has no
requirements for compensating balances. The Company maintains cash balances
in accounts which exceeded the federally insured limits by $166,684 and $0
at October 31, 1999 and 1998, respectively; however, the Company has not
experienced any losses in such accounts.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts
receivable. Exposure to losses on accounts receivable is principally
dependent on the individual customer's financial condition, as credit sales
are not collateralized. The Company monitors its exposure to credit losses
and reserves for those accounts receivable that it deems to be not
collectible.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined
on a standard cost basis, which approximates the first in - first out
method of valuation. The Company's management monitors inventories for
excess and obsolete items and makes necessary valuation corrections when
such adjustments are required.
Property and Equipment
Property and equipment are recorded at cost and are depreciated using the
straight-line method over the expected useful lives noted below.
Expenditures for normal maintenance and repairs are charged to operations.
The cost and related accumulated depreciation of assets are removed from
the accounts upon retirement or other disposition, and the resulting profit
or loss is reflected in the Statement of Operations. Renewals and
betterments that materially extend the life of the assets are capitalized.
<TABLE>
<CAPTION>
Estimated Useful
Lives
----------------
<S> <C>
Machinery and equipment 5 years
Automobiles 5 years
Furniture and fixtures 5 years
Leasehold improvements 3 years
</TABLE>
F-11
<PAGE> 66
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Intangible Assets
Intangible assets represent the cost of intellectual properties described
as acquired patented technology and unpatented process technology that are
amortized on a straight-line method over the shorter of the estimated
useful life of the technology or the remaining term of the patent.
Impairment of Long-Lived Assets
The Company annually evaluates its long-lived assets, including
identifiable intangible assets for potential impairment. When circumstances
indicate that the carrying amount of an asset is not recoverable, as
demonstrated by the projected undiscounted cash flows, an impairment loss
is recognized. The Company's management has determined that there was no
such impairment present at October 31, 1999 and 1998.
Debt Issued with Stock Purchase Warrants
Proceeds from debt issued were allocated between the debt and the warrants
based on their relative fair values. The value ascribed to the warrants,
based on the Black-Scholes Option Pricing Model, is amortized to interest
expense over the term of the related debt using the effective interest
method.
Induced Conversion of Debt
The Company in certain instances will grant or modify conversion privileges
of debt to equity after its issuance. These grants or modifications take
the form of new or reduced conversion prices of the debt into the Company's
common stock available to the applicable debt holders. When the debt is
converted into equity, the Company recognizes, as debt conversion expense,
the excess of the fair value of the common stock issued at that time over
the fair value of the common stock that would be issuable under the
original terms.
Income Taxes
The Company accounts for income taxes under the liability method. Under the
liability method, deferred income taxes are determined based on differences
between the financial reporting and tax bases of assets and liabilities.
They are measured using the enacted tax rates and laws that will be in
effect when the differences are expected to reverse. The Company is
required to adjust its deferred tax liabilities in the period when tax
rates or the provisions of the income tax laws change. Valuation allowances
are established to reduce deferred tax assets to the amounts expected to be
realized.
F-12
<PAGE> 67
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Stock Based Compensation
Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting
for Stock-Based Compensation ("SFAS No. 123"), established accounting and
disclosure requirements using a fair value based method of accounting for
stock-based employee compensation plans. As permitted by SFAS No. 123, the
Company will continue to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion
("APB") No. 25, Accounting for Stock Issued to Employees ("APB No. 25").
Compensation cost for stock options, if any, will be measured as the excess
of the quoted market price of the Company's stock at the date of grant over
the amount an employee must pay to acquire the stock. Compensation cost is
amortized over the requisite vesting periods.
Product Warranty Cost
Provision for estimated warranty cost is recorded at the time of sale and
periodically adjusted to reflect actual experience.
Research and Development
Research and development expenditures are charged to expense as they are
incurred. The Company's research and development activities include ongoing
work on various uses of the micro imaging multi-angle laser light
scattering technology. Additionally, efforts are continuing on development
of improved production processes and cost reduction techniques for the ion
permeable membranes for their application in the HC products. Contract
research and development expenditures are expensed as incurred.
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 periods. Actual amounts could differ from those
estimates.
Financial Statement Classification
Certain amounts presented within the 1998 financial statements have been
reclassified in order to conform to the 1999 financial statement
presentation.
F-13
<PAGE> 68
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
4. NOTE RECEIVABLE, INDIVIDUAL
In February 1998, the Company received a note receivable from an individual
with a fixed annual interest rate of 8%. During the year ended October 31,
1999, the unpaid balance of the note plus the accrued interest was offset
against a vendor contract incentive bonus earned by the same individual
(Notes 11 and 26).
5. INVENTORIES
At October 31, 1999 and 1998, inventories consisted of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Raw materials $125,292 $320,532
Finished goods 79,596 --
-------- --------
INVENTORIES $204,888 $320,532
======== ========
</TABLE>
6. PROPERTY AND EQUIPMENT
At October 31, 1999 and 1998, property and equipment consisted of the
following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Machinery and equipment $ 424,999 --
Automobiles 39,797 $ 23,000
Furniture and fixtures 111,018 94,711
Leasehold improvements 45,954 28,443
--------- ---------
621,768 146,154
Less: accumulated depreciation (54,896) (12,109)
--------- ---------
TOTAL PROPERTY AND EQUIPMENT, NET $ 566,872 $ 134,045
========= =========
</TABLE>
Depreciation expense for the years ended October 31, 1999 and 1998 was $43,080
and $11,937, respectively.
F-14
<PAGE> 69
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
7. ACQUIRED TECHNOLOGY
At October 31, 1999 and 1998, intangible assets consisted of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Micro imaging multi-angle laser light
scattering instrumentation (Note 26) -- $ 447,146
Ion exchange membrane technology (Note 26) $ 200,000 200,000
--------- ---------
Total acquired technology 200,000 647,146
Less: accumulated amortization (68,055) (118,954)
--------- ---------
TOTAL ACQUIRED TECHNOLOGY, NET $ 131,945 $ 528,192
========= =========
</TABLE>
Amortization expense for the years ended October 31, 1999 and 1998 was
$103,747 and $117,484, respectively.
The Company currently holds a patent on certain electrodeionization water
treatment technology. This patent was issued in 1984 and will expire in
2001.
8. CAPITAL LEASE OBLIGATIONS
The Company acquired machinery and equipment under the provisions of two
long-term leases during the year ended October 31, 1999. For financial
reporting purposes, minimum lease payments relating to the equipment have
been capitalized. One of the leases expires in 2000, and one expires in
2001. The leased property under capital leases as of October 31, 1999, has
a cost of $17,594, accumulated amortization of $1,787, and a net book value
of $15,807. Amortization of the leased property is included in depreciation
expense.
The future minimum lease payments under capital leases and the net present
value of the future minimum lease payments at October 31, 1999 are as
follows:
<TABLE>
<CAPTION>
<S> <C>
2000 $ 10,347
2001 1,394
--------
Total minimum lease payments 11,741
Less: amount representing interest (978)
--------
Present value of net minimum lease payments 10,763
Less: current maturities (9,465)
--------
LONG-TERM CAPITAL LEASE OBLIGATION $ 1,298
========
</TABLE>
F-15
<PAGE> 70
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
9. NOTE PAYABLE TO AN OFFICER
At October 31, 1999 and 1998, a note payable to an officer consisted of the
following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Note payable to officer, collateralized by an
automobile, with interest at 9% per annum,
payable in monthly installments of $636
through July 15, 2001 $ 12,315 18,531
Less: current portion (7,632) (6,216)
-------- -------
LONG TERM PORTION OF NOTE PAYABLE TO AN OFFICER $ 4,683 12,315
======== =======
</TABLE>
Maturities of notes payable to an officer as of October 31, 1999 are as
follows:
<TABLE>
<CAPTION>
<S> <C> <C>
2000 $ 7,632
2001 $ 4,683
</TABLE>
10. INCOME TAXES
At October 31, 1999 and 1998, the components of the provision for income
taxes are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Current tax expense:
Federal -- --
State $800 $800
---- ----
800 800
---- ----
Deferred tax expense (benefit):
Federal -- --
---- ----
State -- --
---- ----
---- ----
TOTAL PROVISION $800 $800
==== ====
</TABLE>
F-16
<PAGE> 71
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
10. INCOME TAXES, CONTINUED
Significant components of the Company's deferred income tax assets and
liabilities at October 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Deferred income tax assets:
Net operating loss carryforward $ 5,527,023 $ 4,536,592
Allowance for doubtful accounts -- 9,902
Amortization 19,635 35,989
Other 4,473 1,026
Accrued expenses 38,536 6,553
----------- -----------
Total deferred income tax asset 5,589,667 4,590,062
Valuation allowance (5,589,667) (4,590,062)
----------- -----------
NET DEFERRED INCOME TAX ASSET -- --
=========== ===========
</TABLE>
The Company, based upon its history of losses and management's assessment of
when operations are anticipated to generate taxable income, has concluded that
it is more likely than not that none of the net deferred income tax assets will
be realized through future taxable earnings and has established a valuation
allowance for them. Reconciliation of the effective income tax rate to the U.S.
statutory income tax rate is as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Tax expense at U.S. statutory income tax rate (34.0)% (34.0)%
State tax provision 0.1 0.1
Increase in the valuation allowance 34.0 34.0
------ ------
EFFECTIVE INCOME TAX RATE 0.1% 0.1%
====== ======
</TABLE>
The Company has federal and state net operating loss carryforwards of
$14,579,267 and $6,448,779, respectively. The federal and state net
operating loss carryforwards will begin to expire in 2000 and will continue
to lapse through 2019.
F-17
<PAGE> 72
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
11. COMMITMENTS
Facilities Lease Agreement
The Company entered into a three year lease agreement that began on
February 1, 1998 for its facility located in Laguna Hills, California.
Monthly lease payments were $16,000 through January 1999, $16,480 through
January 2000 and $16,974 through January 2001. The Company has an option to
extend the lease for two additional three year terms. In March 1998, the
Company entered into a two year sub-lease agreement for a portion of the
facility to a third party at the rate of $6,500 per month.
Future minimum facilities lease payments and facilities sublease rental
income as of October 31, 1999, are as follows:
<TABLE>
<CAPTION>
Minimum Minimum
Lease Sublease
Payments Rental Income
-------- -------------
<S> <C> <C>
2000 $ 202,206 $ 26,000
2001 50,922 --
----------- ---------
TOTAL $ 253,128 $ 26,000
=========== =========
</TABLE>
Rent expense was $196,320 and $151,956 for the years ended October 31, 1999
and 1998, respectively. Sublease rental income was $78,000 and 58,500 for
the years ended October 31, 1999 and 1998, respectively. The sublease
rental income has been treated as a reduction of the rent expense on the
Statement of Operations.
Building Purchase Escrow
As part of the original facilities lease agreement, the Company issued
60,000 shares of its common stock for an option to purchase the Laguna
Hills building at any time prior to January 31, 2001 for $2,300,000. The
value of the facility purchase option for which the shares were issued was
$90,000.
In July 1999, the Company notified the lessor of its intent to exercise its
purchase option by opening an escrow with a $15,000 deposit. The purchase
option provides the Company with 18 months within which to close the escrow
and complete the sale. The Company will continue to make lease payments as
prescribed by the lease agreement until the sale transaction is completed.
If the sales transaction is not completed, the terms of the lease agreement
remain in effect. To date, financing for the building purchase has not been
obtained.
F-18
<PAGE> 73
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
11. COMMITMENTS, CONTINUED
Consulting Agreement
In May 1998, the Company entered into a three year agreement for financial
consulting services for which it pays $2,500 per month and granted warrants
to purchase 175,000 shares of common stock (Note 16).
Agreement with Harry O'Hare
In October 1998, the Company entered into an agreement with Mr. Harry
O'Hare, a significant shareholder and founder of the Company. In June 1999,
the shareholders approved the agreement at the annual shareholders'
meeting. The agreement provides for the Company to pay into a special bank
account, controlled by Mr. O'Hare's wife, $1,000 per month for ten years
and to issue to her a warrant to purchase 10,000 shares of the Company's
common stock at $.50 per share with a ten year term. Also, the Company will
cancel $9,105 owed by Mr. O'Hare to the Company, for which 2,500 of his
shares of the Company's common stock is pledged as collateral.
In exchange, the Company is to receive from Mr. O'Hare all of his 931,629
shares of redeemable preferred stock, 31,205 shares of his Class B common
stock, and all the 2,500 shares of his common stock pledged for payment of
the $9,105 he owes the Company. Mr. O'Hare will transfer 52,678 of his
remaining Class B common stock (52,778 shares) to others in satisfaction of
claims against him. Mr. O'Hare will also waive any claims he may have to
any royalties for technology the Company now owns, and he will not seek any
modification of this agreement.
The agreement also provides for the full mutual release of any and all
claims between the Company and Mr. O'Hare.
In connection with a public offering made by the Company in 1987, the
California Commissioner of Corporations (the "Commissioner") imposed
transfer and other restrictions on Mr. O'Hare's Class B common stock and
redeemable preferred stock. Even though the agreement was executed by the
parties and approved by the shareholders, the closing, and therefore the
effectiveness of this agreement, is subject to approval from the
Commissioner for the transfer of the shares as described above. The Company
and Mr. O'Hare agreed to jointly prepare an application to obtain
authorization from the Commissioner to transfer the shares, and in October
1999 the application was filed. There is no assurance such authorization
will be obtained.
F-19
<PAGE> 74
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
11. COMMITMENTS, CONTINUED
Agreement with Harry O'Hare, Continued
During the year ended October 31, 1999, the Company made advances of the
monthly payments contemplated under the agreement totaling $12,000 to the
special bank account controlled by Mr. O'Hare's wife.
12. GAIN ON THE EXTINGUISHMENT OF DEBTS
Lapse in Statutory Collection Period
In the year ended October 31, 1998, the Company received a legal
determination that applicable state statutes with regard to enforcement of
the collectability of a $17,308 note payable due from the Company had
lapsed. Accordingly, the resulting gain on the lapsing of the
enforceability of the debt has been recognized as an extraordinary item.
There is no income tax effect on this extraordinary item.
Settlement of Judgment
In the year ended October 31, 1998, the Company settled a $30,744 liability
it recognized as an account payable resulting from a 1993 default judgment
rendered against the Company for unpaid corporate credit card charges. The
Company paid a total of $22,000 to satisfy the judgment. The resulting gain
on settlement of $8,744 has been recognized as an extraordinary item. There
is no income tax effect on this extraordinary item.
13. ROYALTIES
In 1986, the former owner of the EDI patents and an original officer of the
Company, entered into agreements to pay two separate royalties of $42 and
$9 to a group of individuals for each EDI water purification unit sold by
the Company or any sublicensees. The royalty at $42 per unit continues
until the last patent related to these products expires. The last patent
expires in August 2001. The second royalty at $9 per unit is payable until
a maximum of $525,600 has been paid.
The Company sold 68 and 81 EDI water purification units in fiscal years
1999 and 1998, respectively. No units affected by these royalty agreements
were sold prior to fiscal year 1997. The amounts due under the $42 per unit
royalty totaled $6,249 and $3,402 in fiscal years 1999 and 1998,
respectively. Under the $9 per unit royalty the amounts totaled $1,341 and
$729 in fiscal years 1999 and 1998, respectively. These royalties have been
accrued and have not been paid.
F-20
<PAGE> 75
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
14. LICENSED TECHNOLOGY AGREEMENTS
Nonexclusive licenses for the worldwide use of the EDI technology were
issued to Glegg Water Consulting, Inc. ("Glegg") and to Polymetrics, Inc.
("Polymetrics"). The license granted to Glegg is a paid up license with no
continuing royalty requirements. The license provides Glegg the right to
sublicense the technology to its subsidiaries and affiliates and to a
Japanese entity. The license granted to Polymetrics has continuing royalty
requirements with royalty fee percentages of five (5) percent of net sales
of "greater than 100 gallon per minute ("gpm")" systems and ten (10)
percent of the "less than 100 gpm" systems. Polymetrics has not sold any
units subject to the license since inception of the agreement.
15. CONTINGENCIES
Litigation
In August 1999, the Company was named as a cross defendant in a cross
complaint by Douglas B. Platt doing business as East-West Technic Group
("Platt") arising from a lawsuit brought by Staar Surgical Company, Inc.
("Staar") against East-West Technic Group, Douglas B. Platt, and Does 1
through 100. The cross complaint alleges breach of contract, breach of
implied duty of good faith and fair dealing, misrepresentation, negligence
and common counts. More specifically, Platt claims that in December 1997,
the Company and Platt entered into a written agreement wherein the Company
agreed to supply, service, and support an electrodeionization module to be
part of a system installed by Platt for Staar. Platt claims that the
Company knew the details and specifications of the systems and participated
in its design, but failed to provide a module that could be operated as
part of the system.
As a result, Platt seeks to recover damages he suffered under the contract.
The amount of such damages has not yet been determined.
The Company believes the lawsuit is without merit and intends to vigorously
defend itself. While it is not practical to estimate a range of possible
loss, if any, for the Company's litigation of this matter, a loss could
have a material adverse effect on the Company's results of operations,
liquidity and financial position.
Concentrations of Risk
One customer represents 35% and 67% of the Company's sales of its HC
products for the years ended October 31, 1999 and 1998, respectively, and
at October 31, 1999 accounts receivable included $11,800 due from this
customer, which represents 12% of trade accounts receivable.
F-21
<PAGE> 76
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
15. CONTINGENCIES, CONTINUED
Concentrations of Risk, Continued
During the years ended October 31, 1999 and 1998, two customers accounted
for 48% and 10% and 23% and 10% of EDI product sales, respectively. At
October 31, 1999 and 1998, no amounts were due from either of these
customers.
Management believes the trade accounts receivable are fully collectible,
and therefore no provision has been recorded for uncollectable trade
accounts receivable at the years ended October 31, 1999 and 1998.
16. STOCK OPTIONS AND WARRANTS
In May 1999, the Company adopted the Electropure, Inc. 1999 stock option
plan (the "plan"), for officers, directors, employees, consultants, and
advisors of the Company. The plan authorizes the granting of options on up
to 1,000,000 shares of common stock. The exercise price per share on
options granted may not be less than the fair market value per share of the
Company's common stock at the date of grant. The exercise price per share
of options granted to anyone who owns more than 10% of the voting power of
all classes of the Company's common stock is a minimum of 110% of the fair
market value per share at the date of grant. The options exercise price may
be paid in cash or its equivalent including cashless exercises as
determined and approved by the plan administrator. The plan provides two
types of options: (i) Incentive Stock Options and (ii) Non-Qualified Stock
Options. In fiscal year 1999, the Company granted options to purchase
455,000 shares of its common stock under this plan. The term of each stock
option granted is fixed by the plan administrator and shall not exceed 10
years, except that for those who own 10% of the voting power of the Company
the term of the option may be no more than 5 years. The vesting period is
determined by the administrator at or after the date of grant.
From time-to-time prior to the adoption of the plan, the Company has
granted warrants to officers, key employees, consultants, advisors and
vendors to attract and retain personnel, provide for performance
incentives, and promote the success of the Company by providing warrant
holders the opportunity to acquire an equity interest. Only non-employees
have been granted warrants outside the stock option plan since its
adoption.
F-22
<PAGE> 77
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
16. STOCK OPTIONS AND WARRANTS, CONTINUED
Issued to Employees
The following table summarizes information about options granted to
employees. Unless otherwise noted, options vest on an annual pro rata basis
over various periods of time and are exercisable, upon proper notice, in
whole or in part at any time upon vesting. Generally, unvested options
terminate when an employee leaves the Company. The options granted have
contractual lives ranging from 3 to 10 years.
The weighted average fair value of the options granted during the years
ended October 31, 1999 and 1998 were $.94 and $1.31, respectively.
<TABLE>
<CAPTION>
Weighted
Average
Number of Exercise
Options Price
------- -----
<S> <C> <C>
BALANCE AT OCTOBER 31, 1997 518,478 $0.57
Granted 1,265,000 1.05
Exercised (12,000) 0.50
Canceled (4,978) 2.80
--------- -----
OUTSTANDING AT OCTOBER 31, 1998 1,766,500 0.91
Granted 890,000 0.96
Exercised (2,500) 0.50
Repriced (25,000) 1.78
Canceled (500,000) 0.86
--------- -----
OUTSTANDING AT OCTOBER 31, 1999 2,129,000 $0.93
========= =====
</TABLE>
The Company continues to account for stock-based compensation to employees
using the intrinsic value method prescribed in APB No. 25 whereby no
compensation cost is recognized for options granted at or above fair market
value. Had compensation expense for options awards been determined based
upon fair values at the grant dates in accordance with SFAS No. 123, the
Company's pro forma net loss and net loss per share would have been the
amounts indicated in the following schedule. For purposes of pro forma
disclosures, the estimated fair value of the options is amortized over
their vesting periods. The pro forma effects of applying SFAS No. 123 are
not indicative of future results because this statement does not apply to
awards granted prior to fiscal year 1997.
F-23
<PAGE> 78
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
16. STOCK OPTIONS AND WARRANTS, CONTINUED
Issued to Employees, Continued
<TABLE>
<CAPTION>
October 31
-------------------------------
1999 1998
---- ----
<S> <C> <C>
Net loss:
As reported $(1,958,644) $(1,506,943)
Pro forma $(2,382,137) $(1,811,487)
Loss per share:
As reported $(0.23) $(0.19)
Pro forma $(0.28) $(0.20)
</TABLE>
For purposes of the above pro forma calculation, the fair value of options
granted by the Company during the years ended October 31, 1999 and 1998, is
estimated using the Black-Scholes Option Pricing Model with the weighted
average assumptions listed below:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Risk-free interest rate 5.51% 4.99%
Expected dividend yield 0 0
Expected stock price volatility 2.042 2.125
Expected life in years 10 10
</TABLE>
Summary information about the Company's options outstanding at October 31,
1999:
<TABLE>
<CAPTION>
Weighted
Average Weighted Weighted
Range of Options Remaining Average Options Average
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices October 31, 1999 Life Price October 31, 1999 Price
----------- ---------------- ----------- -------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
$.28 - $.58 164,000 7.3 $ 0.32 114,000 $ 0.33
$.58 - $.88 455,000 4.9 $ 0.76 100,000 $ 0.79
$.88 - $1.78 1,510,000 6.0 $ 1.07 321,000 $ 1.10
--------- -------
2,129,000 535,000
========= =======
</TABLE>
F-24
<PAGE> 79
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
16. STOCK OPTIONS AND WARRANTS, CONTINUED
Issued to Non-Employees
The Company accounts for stock-based compensation awards to non-employees
based upon fair values at the grant dates in accordance with SFAS No. 123.
The consideration received for the issuance of stock purchase warrants is
based on the fair value of the warrants or of the goods or services
received for the warrants issued, whichever is more reliably measurable.
When the value of the services is based on the fair value of the warrants,
the value is calculated using the Black-Scholes Option Pricing Model. The
fair value of the options or warrants is amortized over the period the
Company received the goods or services.
In this connection, during the years ended October 31, 1999 and 1998 the
Company granted warrants as follows:
Issued to Directors for Services
In August 1998, the Board of Directors granted to each of four
Directors of the Company 10,000 warrants, each with a ten year term to
purchase common stock at $1.375 per share. The issuance of these
warrants for services resulted in an aggregate expense of $6,000 in
fiscal year 1998.
In August 1999, the Board of Directors granted to each of four
Directors of the Company 10,000 warrants, each with a ten year term to
purchase common stock at $1.375 per share. The issuance of these
warrants for services resulted in aggregate expense of $3,000 in fiscal
year 1999.
Issued for Consulting Services
In March 1998, the Company granted 20,000 warrants at $1.125 per share
for consulting services. The warrants expire on March 31, 2002. The
fair value of the services provided was $2,000 and is recorded as a
consulting expense in fiscal year 1998.
In May 1998, as part of a financial consulting contract, the Company
granted warrants to purchase 175,000 shares of common stock at an
exercise price of $1.06 per share. The warrants issued have a term of
five years. The value of the warrants issued in conjunction with this
agreement is $90,000 and is being recognized as a consulting expense
ratably over its life.
F-25
<PAGE> 80
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
16. STOCK OPTIONS AND WARRANTS, CONTINUED
Issued to Non-Employees, Continued
Issued for Consulting Services, Continued
During the year ended October 31, 1999, the Company granted a total of
303,600 warrants to purchase common stock to various individuals for
consulting services. The warrants have exercise prices ranging from
$.94 to $1.00, and have contractual lives ranging from 5 to 10 years.
The fair value of the consulting services received was $94,700 and is
being charged to expense over the life of the consulting arrangements.
Consulting expense of $28,380 relating to these services was recognized
for the year ended October 31, 1999.
The following table summarizes the information relating to warrants granted to
non-employees as of October 31, 1999 and 1998 and changes during the years then
ended:
<TABLE>
<CAPTION>
Weighted
Average
Warrants Exercise
Outstanding Price
----------- -----
<S> <C> <C>
BALANCE AT OCTOBER 31, 1997 991,362 $ 2.60
Granted 382,500 1.80
Exercised (180,928) 0.44
Canceled (51,600) 0.07
--------- ------
OUTSTANDING AT OCTOBER 31, 1998 1,141,334 2.35
Granted 853,600 1.59
Exercised -- --
Canceled (12,000) 0.01
--------- ------
OUTSTANDING AT OCTOBER 31, 1999 1,982,934 $ 2.03
========= ======
</TABLE>
The values of the consideration received were based on the values of the
warrants, which granted were estimated using the Black-Scholes Option Pricing
Model with the following weighted average assumptions for grants made in 1999
and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Risk-free interest rate 5.51% 4.99%
Expected dividend yield 0 0
Expected stock price volatility 2.042 2.125
Expected life in years 10 10
</TABLE>
F-26
<PAGE> 81
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
16. STOCK OPTIONS AND WARRANTS, CONTINUED
Issued to Non-Employees, Continued
Summary information about the Company's warrants outstanding at October 31,
1999 is as follows:
<TABLE>
<CAPTION>
Weighted
Average Weighted Weighted
Range of Warrants Remaining Average Warrants Average
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices October 31, 1999 Life in Years Price October 31, 1999 Price
------ ---------------- ------------- ----- ---------------- -----
<S> <C> <C> <C> <C> <C>
$.10 - $.50 48,210 4.89 $ 0.28 48,210 $ 0.28
$.50 - $1.00 473,600 5.26 $ 0.98 238,600 $ 0.97
$1.00 - $1.50 322,500 5.61 $ 1.16 222,500 $ 1.20
$1.50 - $3.00 1,071,250 1.95 $ 2.14 1,071,250 $ 2.14
$3.00 - $10.00 22,376 1.50 $ 9.00 22,376 $ 9.00
$10.00 - $15.00 44,998 1.50 $15.00 44,998 $15.00
--------- ---------
1,982,934 1,647,934
========= =========
</TABLE>
Private Placement Offerings
During the year ended October 31, 1998, the Company issued 137,500
detachable warrants as part of a private placement offering. The warrants
have a three year term to purchase common stock at $3.00 per share. These
warrants were valued at $1.97 and resulted in an offsetting increase and
decrease to additional paid-in capital. The warrants are redeemable by the
Company at $.05 per warrant if the price of the common stock equals or
exceeds $4.00 per share for 30 consecutive business days.
During the year ended October 31, 1999, the Company issued 510,000
detachable warrants as part of a private placement offering. The warrants
have a three year term to purchase common stock at $2.00 per share. These
warrants were valued at $.90 and resulted in an offsetting increase and
decrease to additional paid-in capital. The warrants are redeemable by the
Company at $.05 per warrant if the price of the common stock equals or
exceeds $4.00 per share for 30 consecutive business days.
Issuances by the Company of warrants from all sources at exercise prices
below fair market value at the date of grant resulted in an expense to the
Company of $102,307 and $116,920 for the years ended October 31, 1999 and
1998, respectively.
F-27
<PAGE> 82
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
17. DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS
The estimated fair value amounts of all financial instruments on the
Company's October 31, 1999 and 1998 balance sheets have been determined by
using available market information and appropriate valuation methodologies.
Fair value is described as the amount at which the instrument could be
exchanged in a current transaction between informed willing parties, other
than in a forced liquidation. However, considerable judgment is necessarily
required in interpreting market data to develop the estimates of fair
value. Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company could realize in a current
market exchange. The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value
amounts. The Company does not have any off balance sheet financial
instruments.
The following methods and assumptions were used by the Company in
estimating fair value disclosures for financial statements:
Cash and equivalents, trade accounts receivable, notes receivable,
inventories, prepaid expenses, trade accounts payable, current
portion of notes payable and capital leases, and certain other
current liability amounts are reported in the balance sheet at
approximate fair value due to the short term maturities of these
instruments.
The fair value of non-current notes payable is estimated by
determining the net present value of future payments. The carrying
amount on the balance sheet approximates the fair value as the
interest rates approximate current market rates.
18. RELATED PARTY TRANSACTIONS
Note Receivable
In August 1998, the Company acquired a note receivable for $3,500 from a
director resulting from cash advances. The note was unsecured and had an
annual interest rate of 5.58%, which became due in October 1998. The note
became delinquent but was eventually satisfied by offsetting it against
consulting fees due to the same individual for services during the year
ended October 31, 1999.
F-28
<PAGE> 83
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
18. RELATED PARTY TRANSACTIONS
Purchase of a Vehicle
During the year ended October 31, 1998, the Company purchased an automobile
from an officer for $23,000. The Company paid $3,000 in cash and issued a
note payable collateralized by the automobile for the balance. In the year
ended October 31, 1999, the Company exchanged the automobile for another
automobile. The Company paid $7,797 in cash and issued a note payable for
$16,008.
19. LOSS PER COMMON SHARE
In accordance with the disclosure requirements of SFAS No. 128, Earnings
per Share, a reconciliation of the numerator and denominator of the basic
and diluted loss per share calculation and the computations of net loss per
common share for the years ended October 31, 1999 and 1998 are as follows.
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net loss available to common shareholders:
Loss before extraordinary gain $(1,958,644) $(1,532,994)
Extraordinary gain -- 26,051
----------- -----------
Net loss available to common shareholders $(1,958,644) $(1,506,943)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 8,404,713 8,240,951
=========== ===========
Basic and diluted loss per common share:
Loss before extraordinary gain $ (0.23) $ (0.19)
Extraordinary gain -- --
----------- -----------
NET LOSS $ (0.23) $ (0.19)
=========== ===========
</TABLE>
The following securities and contingently issuable shares are excluded in
the calculation of diluted shares outstanding as their effects would be
antidilutive for the years ended October 31, 1999 and 1998 as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Stock options and warrants 4,111,934 2,607,834
Convertible preferred stock 1,000,000 --
</TABLE>
F-29
<PAGE> 84
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
20. SHARE TRANSACTIONS
Common Shares Issued for Debt with a Beneficial Conversion Feature
During the year ended October 31, 1998, the Company borrowed $400,000 from
a related party who is the largest shareholder. The terms of the notes
provided for conversion into shares of the Company's common stock at any
time after their issuance. The intrinsic value of the beneficial conversion
features was determined, and additional paid-in capital and interest
expense of $400,000 was recognized. The Company issued 342,659 shares of
common stock to the major shareholder of the Company at fair market value
of $672,897 in connection with the conversion of convertible notes payable
and accrued interest totaling $409,847.
Common Shares Issued for Warrants Exercised with a Beneficial Conversion
Feature
During the year ended October 31, 1998, the Company offered to reduce the
exercise price to $1.00 per share on any warrants with original exercise
prices greater than $2.00 per share. As a result of this beneficial
conversion feature, warrants were exercised for the purchase of 155,928
shares of common stock for $155,928.
Common Shares Issued for Options and Warrants Exercised
During the year ended October 31, 1998, warrants were exercised resulting
in the purchase of 25,000 shares of common stock for $29,750. A note
receivable of $29,750 was acquired in payment for the shares issued. The
note receivable is recorded as a reduction of shareholders' equity.
During the year ended October 31, 1998, options were exercised to purchase
12,000 shares of common stock for $6,000. A note receivable for $6,000 was
acquired in payment of the shares issued. The note receivable is recorded
as a reduction of shareholders' equity.
During the year ended October 31, 1999, warrants were exercised resulting
in the purchase of 2,500 shares of common stock for $1,250.
Private Placement Offering - Common Stock
In April 1998, a private placement offering resulted in the issuance of
275,000 shares of common stock and 137,500 detachable warrants to purchase
common stock at an exercise price of $3.00 per share, and the Company
received net proceeds of $550,000. In connection with this private
placement offering, the Company issued 3,363 shares of common stock as a
finder's fee valued at $7,500, which was treated as a reduction of the
proceeds from the private placement offering.
F-30
<PAGE> 85
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
20. SHARE TRANSACTIONS, CONTINUED
Private Placement Offering - Common Stock, Continued
During the year ended October 31, 1999, a private placement offering
resulted in the issuance of 1,020,000 shares of common stock and 510,000
detachable warrants to purchase common stock at $2.00 per share, and the
Company received net proceeds of $1,020,000.
Common Shares Issued in Consideration of an Option to Purchase Real Estate
During the year ended October 31, 1998, the Company issued 60,000 shares of
common stock to the lessor of the Company's new facility in exchange for a
three year option to purchase the building. The value attributable to the
option to purchase the building was determined to be $90,000 based on the
fair value of the 60,000 shares of common stock issued and has been
recorded as a building purchase option.
Common Shares Issued for Services
In the year ended October 31, 1998, the Company issued 6,579 shares of
common stock to the real estate broker who negotiated the lease on the
Company's current facility in satisfaction of a $10,000 commission. The
value of the services involved in the transaction has been expensed and
added to common stock and additional paid-in capital.
In the year ended October 31, 1998, the Company issued 4,103 shares of
common stock, valued at $7,500, to a consulting firm in partial payment for
public relations services to be rendered. The value of the services
involved in the transaction has been expensed and added to common stock and
additional paid-in capital.
Prepaid Legal Services
In May 1999, the Company issued to a law firm involved with its patent
work, 100,000 shares of common stock with a fair value of $100,000 as a
retainer against which fees and expenses incurred will be paid. The value
of the services to be received in this transaction has been recorded as
prepaid legal services and added to common stock and additional paid-in
capital.
Settlement
In July 1999, pursuant to the terms of a settlement, the Company cancelled
1,950,000 shares of common stock previously held by Wyatt Technology
Corporation (Note 26).
F-31
<PAGE> 86
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
20. SHARE TRANSACTIONS, CONTINUED
Private Placement Offering - Preferred Shares
In January 1999, the Company sold 1,000,000 shares of its Series B
convertible preferred stock to a related party who is the largest
shareholder of the Company in a private transaction for $1,000,000. The
Series B convertible preferred stock is convertible into 1,000,000 shares
of the Company's common stock in whole or in part at any time by its
holder. The Series B convertible preferred stock is automatically
convertible on the same basis if either of two events occur: a) the Company
makes a public offering of any of its securities, or b) the Company's
securities are admitted for listing on a national securities exchange
market system. In the event the number of shares of the Company's common
stock is increased or decreased as a result of a stock split, stock
dividend, reverse stock split, or otherwise, the number of shares of common
stock into which each share of Series B convertible preferred stock may be
converted shall concurrently be proportionately increased or decreased. The
Series B convertible preferred stock has no rights for participation in any
new or additional issuances of any Company equity instruments.
Each share of Series B convertible preferred stock is entitled to four
votes on all matters, including the election of directors and shall vote as
a single class along with the common stock, Class B common stock and
redeemable preferred stock.
In any liquidation or dissolution of the Company, the holders of the
Series B convertible preferred stock will be entitled to a liquidation
preference of $1 per share.
21. NOTES RECEIVABLE FOR ISSUANCE OF COMMON STOCK
On various dates during the years ended October 31, 1998 and 1997, the
Company allowed certain individuals, who were current or former officers
and directors, to purchase shares and to exercise options or warrants held
by them in exchange for notes receivable at fixed interest rates ranging
from 5.49% to 5.63%. As of October 31, 1999 and 1998, the notes receivable
related to the issuance of common stock are reflected as a reduction in
equity and are summarized as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Note receivable from an officer and director of the Company for the
issuance of 50,000 shares of common stock in August 1997, with interest
at 5.49% per annum, due in July 2002. The note receivable is
collateralized by the shares issued resulting from the
exercise of warrants $ 25,000 $25,000
</TABLE>
F-32
<PAGE> 87
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
21. NOTES RECEIVABLE FOR ISSUANCE OF COMMON STOCK, CONTINUED
<TABLE>
<CAPTION>
<S> <C> <C>
Note receivable from a former director of the Company for the issuance
of 12,000 shares of common stock in July 1998, with interest at 5.51%
per annum. The note receivable is collateralized by the shares issued
resulting from the exercise of warrants and is due 90 days after their
registration $ 6,000 $ 6,000
Note receivable from a former director of the Company for the issuance
of 25,000 shares of common stock in July 1998, with interest at 5.63%
per annum. The note receivable is collateralized by the shares issued
resulting from the exercise of warrants and is due 90
days after their registration 29,750 29,750
------- -------
TOTAL $60,750 $60,750
======= =======
</TABLE>
22. EQUITY RIGHTS AND PREFERENCES
Voting Rights
Each share of the Company's common stock is entitled to one vote per share,
and the Class B common stock of the Company is entitled to eight votes per
share. The holders of the outstanding redeemable preferred stock of the
Company are entitled to one vote per share. Each share of Series B
convertible preferred stock is entitled to four votes per share.
Liquidation Preferences
In the event of liquidation or dissolution of the Company, the holders of
the common stock, Class B common stock and redeemable preferred stock,
subject to the rights of the holders of the Series B convertible preferred
stock, shall be entitled to receive an equal amount per share, provided,
however, in no instance shall a share of redeemable preferred stock receive
more than $0.01 per share and in no instance shall each share of Class B
common stock receive an amount greater than 80% of the amount each share of
common stock receives, subject to the restrictions imposed by the
Commissioner as described in Note 23.
F-33
<PAGE> 88
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
23. CLASS B COMMON STOCK
The Class B common stock is entitled to non-stock dividends and liquidation
payments equal to 80% of those paid to the common stock. All of the Class B
common stock is held by one individual (a significant shareholder and the
founder of the Company) and may not be transferred or assigned. These
shares automatically convert on a share for share basis into common stock
upon the death of the current owner. However, in connection with an order
imposed by the Commissioner, all shares held by this individual will not
participate in dividends, other than for stock in distribution of assets in
the event of liquidation and may not be transferred without prior consent
of the Commissioner or pursuant to a court order.
24. REDEEMABLE PREFERRED STOCK
The redeemable preferred stock was issued in 1987 to the then holders of
the common and Class B common stock had a redemption date in 1991. The
redeemable preferred stock has not been redeemed due to a lack of "legally
available funds." These shares must be redeemed by the Company as soon as
possible for $0.01 per share at any time the Company has the "legally
available funds" for the redemption. There was a conversion feature to this
redeemable preferred stock, which, with the passing of time, has lapsed.
The Company believes the definition of "legally available funds" to be the
amount under California law from which dividends could be paid by a
corporation that does not have retained earnings. In general, California
law provides that to the extent a corporation's assets, excluding
intangible and deferred assets, are at least equal to 1.25 times its
liabilities, excluding deferred taxes, deferred income, and deferred
credits, a corporation may pay dividends. Under this definition, the
Company had "legally available funds" as of October 31, 1999 and 1998. As a
result, the Company is in default under the redemption provisions of the
redeemable preferred stock. The impact of this default on the Company's
financial position is uncertain.
The redeemable preferred stock is not assignable or transferable, except
upon death or upon approval of a majority of the members of the Board of
Directors not holding such shares and are not entitled to receive any
dividends. In the event of liquidation, dissolution, or winding up of the
Company, each share is entitled to share ratably in all assets available
for distribution equal to that of a share of common stock up to a maximum
of $.01 per share.
25. SERIES B CONVERTIBLE PREFERRED STOCK
Each share of Series B convertible preferred stock is entitled to four
votes on all matters, including the election of directors and shall vote as
a single class along with the common stock, Class B common stock, and
redeemable preferred stock. In any liquidation or dissolution of the
Company, the holders of the Series B convertible preferred stock will be
entitled to a liquidation preference of $1 per share.
F-34
<PAGE> 89
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
26. ACQUISITION AND DISPOSITION OF TECHNOLOGY
Micro Imaging Technology
In October 1997, the Company completed a technology transfer agreement (the
"Agreement") for the acquisition of certain intellectual property described
in seven patents from Wyatt Technology Corporation ("Wyatt"). The
intellectual property acquired relates to clean water monitoring through
the utilization of multi-angle laser light scattering instrumentation,
which the Company refers to as its "micro imaging technology." The cost of
the intellectual property acquired was 2,100,000 shares of the Company's
common stock valued at $447,146. As part of the Agreement, Wyatt was to
manufacture and sell at prices including a reasonable profit all components
involving the intellectual property that the Company requires for a period
of three years.
During year ended October 31, 1999, disagreements arose between the Company
and Wyatt regarding the performance of each under the terms of the
Agreement. In February 1999, the Company filed a lawsuit claiming Wyatt
breached the terms of the Agreement. Wyatt filed a counter suit claiming
the Company breached the Agreement. In July 1999, the Company and Wyatt
entered into a settlement agreement whereby the Company and Wyatt each
retain the right to commercially exploit the technology that was the
subject of the Agreement, including that which was developed during "Phase
I" (as defined) of the Agreement (the "Retained Rights"). The Company's
Retained Rights are limited to use in detection of harmful substances in
drinking water and may not be transferred or assigned except to resellers
and end users of products developed by the Company from such Retained
Rights.
As consideration for the settlement, the Company delivered to Wyatt items
obtained from Wyatt during the term of the agreement and copies of the
technology, consisting of certain papers and software, developed by the
Company through April 1998.
Wyatt in turn, delivered all remaining shares it held of the Company's
common stock, which it received for entering into the Agreement, and all
stock purchase warrants received by Clifford Wyatt for services as a member
of the Company's Board of Directors. The settlement has been recorded at
$292,500, the fair value at the settlement date of the 1,950,000 shares
returned.
The Company believes there is no remaining value in the Retained Rights.
Since the fair value of the shares received in the settlement is equal to
the net book value of the related intangible assets at the settlement date,
no gain or loss has been recognized as a result of the settlement.
F-35
<PAGE> 90
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
26. ACQUISITION AND DISPOSITION OF TECHNOLOGY, CONTINUED
Ion Exchange Membrane Technology
In February 1998 the Company acquired the HC ion exchange membrane process
technology for $200,000. The process technology is comprised of certain
production processes, intellectual properties, and know-how. None of the
acquired intangible assets are protected by patent, copyright or trademark.
27. BUSINESS SEGMENTS
The Company has three reportable segments: water purification ("EDI"),
hydro components ("HC"), and clean water monitoring (Micro Imaging ["MI"])
(a start up segment). The water purification segment produces water
treatment modules for sale to manufacturers. The hydro component segment
sells water and wastewater treatment products to the light
commercial/industrial markets. The clean water monitoring segment is
developing technology that is anticipated will enable real time
identification of contamination in water.
The Company's reportable segments are strategic business units that offer
different products, are managed separately, and require different
technology and marketing strategies. The accounting policies of the
segments are those described in the summary of significant accounting
policies. The Company evaluates performance based on results from
operations before income taxes not including nonrecurring gains and losses.
Business Segment Information:
<TABLE>
<CAPTION>
1999 1998
---- ----
Revenue
<S> <C> <C>
EDI $ 278,943 $ 372,742
HC 416,622 432,771
MI -- --
----------- -----------
TOTAL REVENUE $ 695,565 $ 805,513
=========== ===========
Operating Loss
EDI $ (642,835) $ 7,883
HC (239,768) 93,265
MI (650,897) (445,110)
Corporate (437,180) (792,362)
----------- -----------
TOTAL OPERATING LOSS $(1,970,680) $(1,136,324)
=========== ===========
</TABLE>
F-36
<PAGE> 91
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
27. BUSINESS SEGMENTS, CONTINUED
Business Segment Information, Continued:
<TABLE>
<CAPTION>
1999 1998
---- ----
Depreciation and Amortization
<S> <C> <C>
EDI $ 1,418 $ 8,952
HC 40,717 31,040
MI 65,425 89,429
Corporate 39,271 --
---------- ----------
TOTAL DEPRECIATION AND AMORTIZATION $ 146,831 $ 129,421
========== ==========
Identifiable Assets
EDI $ 426,103 $ 292,806
HC 634,154 522,734
MI 122,374 356,247
All others 232,654 214,779
---------- ----------
Total identifiable assets $1,415,285 $1,386,566
========== ==========
Expenditures for Long Lived Assets
EDI $ 122,258 $ 86,227
HC 292,368 200,000
MI 10,373 --
Corporate 17,809 --
---------- ----------
TOTAL EXPENDITURES FOR LONG LIVED ASSETS $ 442,808 $ 286,227
========== ==========
Geographic Information:
Revenues
United States $ 502,228 $ 506,996
Japan 132,490 183,117
Ireland 28,668 83,600
Other foreign countries 32,179 31,800
---------- ----------
TOTAL REVENUES $ 695,565 $ 805,513
========== ==========
</TABLE>
F-37
<PAGE> 92
ELECTROPURE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
28. SUBSEQUENT EVENT
Financial Arrangement with a Related Party
In December 1999, the Company entered into a financing arrangement with the
principal shareholder. The terms of the agreement are for the principal
shareholder to lend the Company $200,000 and receive in return from the
Company an unsecured convertible note with a term of two years and an
annual interest rate of 10%. The conversion terms and the number of
warrants have not as of yet been described and then approved by the
Company's Board of Directors. The $200,000 note payable has been issued,
and $100,000 of the proceeds therefrom have been received. The remainder of
the proceeds is anticipated by the Company in January 2000.
F-38
<PAGE> 93
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying interim condensed Financial Statements are unaudited and have
been prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. These statements should be read in connection with the
Financial Statements for the two years ended October 31, 1999, and the notes
thereto included in this Prospectus. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.
In our opinion, the accompanying unaudited interim condensed Financial
Statements contain all adjustments (consisting of normal recurring accruals and
prior period adjustments) necessary to present fairly our financial position as
of April 30, 2000, and the results of its operations and its cash flows for the
six months ended April 30, 2000 and 1999. The results of operations for the
three-month and six-month period ended April 30, 2000 are not necessarily
indicative of the results to be expected for the full year.
F-39
<PAGE> 94
ELECTROPURE, INC.
Consolidated Balance Sheets
ASSETS
<TABLE>
<CAPTION>
April 30, October 31,
2000 1999
---------- ----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and equivalents $ 131,896 $ 204,328
Certificate of deposit - restricted 15,000 --
Trade accounts receivable 71,895 97,745
Inventories 198,881 204,888
Prepaid legal fees 92,500 92,500
Other prepaid expenses 4,845 12,007
---------- ----------
Total current assets 515,017 611,468
Property and equipment, net 552,656 566,872
Acquired technology, net of accumulated amortization 111,945 131,945
Building purchase option 105,000 105,000
---------- ----------
TOTAL ASSETS $1,284,618 $1,415,285
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-40
<PAGE> 95
ELECTROPURE, INC.
Consolidated Balance Sheets
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
April 30, October 31,
2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
Current liabilities:
Trade accounts payable $ 125,406 $ 86,544
Current portion of obligations under capital leases 11,847 9,465
Note payable to bank 15,000 --
Note payable to officer -- 7,632
Customer deposit 7,552 168,755
Accrued payroll 88,902 87,986
Other accrued liabilities 39,368 51,630
------------ ------------
Total current liabilities 288,075 412,012
Obligations under capital leases, net of current portion 7,083 1,298
Note payable to officer, net of current portion -- 4,683
------------ ------------
TOTAL LIABILITIES 295,158 417,993
------------ ------------
Commitments and contingencies
Redeemable preferred stock; $0.01 par value;
2,600,000 shares authorized, issued and outstanding 26,000 26,000
Shareholders' equity:
Series B convertible preferred stock; $1.00 par value;
1,000,000 shares authorized, issued and outstanding 1,000,000 1,000,000
Common stock; $0.01 par value; 20,000,000
shares authorized; 8,877,341 and 7,791,425
shares issued and outstanding 88,773 77,914
Class B common stock; $0.01 par value; 83,983
shares authorized, issued and outstanding 840 840
Additional paid-in capital 22,180,080 20,971,537
Accumulated deficit (21,938,270) (21,018,249)
Notes receivable on common stock (367,963) (60,750)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 963,460 971,292
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,284,618 $ 1,415,285
------------ ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-41
<PAGE> 96
ELECTROPURE, INC.
Consolidated Statements of Operations
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
----------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 226,987 $ 131,483 $ 451,557 $ 411,454
Cost of sales 261,552 202,693 542,302 455,439
----------- ----------- ----------- -----------
Gross profit (loss) (34,565) (71,210) (90,745) (43,985)
----------- ----------- ----------- -----------
Operating costs and expenses:
Research and development 112,874 73,272 213,158 240,211
Salaries 101,668 61,915 217,930 94,484
Consulting 34,371 126,736 62,180 179,282
Other operating expenses 205,872 192,437 340,929 254,595
----------- ----------- ----------- -----------
Total operating expenses 454,785 454,360 834,197 768,572
----------- ----------- ----------- -----------
Loss from operations (489,350) (525,570) (924,942) (812,557)
Other income (expense):
Interest income 2,708 10,099 9,292 11,049
Interest expense (47) -- (3,571) --
----------- ----------- ----------- -----------
Interest income, net 2,661 10,099 5,721 11,049
----------- ----------- ----------- -----------
Loss before provision for income taxes (486,689) (515,471) (919,221) (801,508)
Provision for income tax (800) (800) (800) (800)
----------- ----------- ----------- -----------
Net loss $ (487,489) $ (516,271) $ (920,021) $ (802,308)
=========== =========== =========== ===========
Net loss per share, basic and diluted $ (0.06) $ (0.06) $ (0.11) $ (0.09)
=========== =========== =========== ===========
Weighted average shares outstanding 8,546,011 8,631,060 8,173,677 8,624,892
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-42
<PAGE> 97
ELECTROPURE, INC.
Consolidated Statements of Shareholders' Equity
(UNAUDITED)
<TABLE>
<CAPTION>
Series B Series B
Convertible Class B Convertible Class B Additional
Preferred Common Common Preferred Common Common Paid-In
Shares Shares Shares Stock Stock Stock Capital
--------- --------- ------ ---------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, OCTOBER 31, 1999 1,000,000 7,791,425 83,983 $1,000,000 $77,914 $ 840 $20,971,537
Common shares issued upon exercise of
options -- 18,210 -- -- 182 -- 1,639
Common shares and warrants issued in
private placement -- 1,065,206 -- -- 10,652 -- 1,054,554
Common shares issued for public relations
services -- 2,500 -- -- 25 -- 2,163
Options and warrants granted to employees
and consultants for services -- -- -- -- -- -- 150,187
Increase in notes receivable on common
stock -- -- -- -- -- -- --
Net loss -- -- -- -- -- -- --
BALANCE, APRIL 30, 2000 1,000,000 8,877,341 83,983 $1,000,000 $88,773 $ 840 $22,180,080
========= ========= ====== ========== ======= ======= ===========
<CAPTION>
Note
Receivable
Accumulated Common
Deficit Stock Total
------------ ------------ ---------
<S> <C> <C> <C>
BALANCE, OCTOBER 31, 1999 (21,018,249) $ (60,750) $ 971,292
Common shares issued upon exercise of
options -- -- 1,821
Common shares and warrants issued in
private placement -- (300,000) 765,206
Common shares issued for public relations
services -- -- 2,188
Options and warrants granted to employees
and consultants for services
-- -- 150,187
Increase in notes receivable on common
stock (7,213) (7,213)
Net loss (920,021) -- (920,021)
BALANCE, APRIL 30, 2000 $(21,938,270) $ (367,963) $ 963,460
============ ============= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-43
<PAGE> 98
ELECTROPURE, INC.
Consolidated Statements of Cash Flows
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
April 30,
---------------------------
2000 1999
--------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(920,021) $ (802,308)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 67,637 17,680
Amortization 20,000 64,715
Issuance of warrants for services 150,188 41,084
(Increase) decrease in assets:
Trade accounts receivable 25,850 113,656
Accounts receivable - related party -- 66,058
Prepaid legal and other expenses 7,162 --
Inventories 6,007 33,075
Other current assets -- (85,185)
Increase (decrease) in liabilities:
Trade accounts payable 38,862 (92,850)
Customer deposit (161,203) 70,000
Accrued payroll and other liabilities (12,690) (18,083)
--------- -----------
CASH USED IN OPERATING ACTIVITIES (778,208) (592,158)
--------- -----------
Cash flows used in investing activities
Purchase of property and equipment (53,421) (38,502)
Purchase of certificate of deposit (15,000) --
--------- -----------
CASH USED IN INVESTING ACTIVITIES (68,421) (38,502)
--------- -----------
Cash flows provided by (used in) financing activities:
Principal payments on notes payable 12,195 (2,816)
Proceeds from issuance of note payable 15,000 --
Proceeds from the issuance of common stock 760,181 120,000
Proceeds from exercise of warrants 1,821 --
Proceeds from issuance of preferred stock to a
related party -- 1,000,000
--------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES 789,197 1,117,184
--------- -----------
NET INCREASE (DECREASE) IN CASH (57,432) 486,524
CASH AT BEGINNING OF PERIOD 204,328 57,440
--------- -----------
CASH AT END OF PERIOD $ 146,896 $ 543,964
--------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-44
<PAGE> 99
ELECTROPURE, INC.
Consolidated Statements of Cash Flows
(UNAUDITED)
Supplemental Schedule of Non-Cash Investing and Financing Activities
<TABLE>
<CAPTION>
Six months ended
April 30,
-----------------------
2000 1999
--------- --------
<S> <C> <C>
Issuance of common stock for note receivable:
Notes receivable received $ 307,213 --
Issuance of common stock $(307,213) --
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-45
<PAGE> 100
ELECTROPURE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
include all adjustments which management believes are necessary for a fair
presentation of the results of operations for the periods presented, except
those which may be required to adjust assets and liabilities to the net
realizable value should we not be able to continue operations. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. It is suggested
that the accompanying condensed financial statements be read in conjunction
with our audited financial statements and footnotes as of and for the year
ended October 31, 1999, included in our Annual Report on Form 10-KSB.
Principles of Consolidation
The consolidated financial statements of Electropure, Inc. and Subsidiaries
include the accounts of its wholly-owned subsidiaries, Electropure EDI,
Inc. and Micro Imaging Technology, both of which were incorporated in
February 2000. All significant intercompany balances have been eliminated
in consolidation.
Financial Statement Classification
Certain amounts presented within the 1999 financial statements have been
reclassified in order to conform to the 2000 financial statement
presentation.
2. NOTES PAYABLE
At April 30, 2000 and 1999, notes payable consisted of the following:
<TABLE>
<CAPTION>
2000 1999
---------- ----
<S> <C> <C>
NOTE PAYABLE TO BANK
Note payable to bank, collateralized by a $15,000 certificate of
deposit, with an interest rate of 8% per annum, payable in 11 monthly
installments of $678 and one final payment on April 25, 2001 of $8,477 $ 15,000 --
---------- ----
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-46
<PAGE> 101
ELECTROPURE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
NOTE PAYABLE TO OFFICER
Note payable to officer, collateralized by an
automobile, with interest at 9% per annum, payable in
monthly installments of $636 through July 15, 2001.
Note paid in full on April 26, 2000. -- 15,715
Less: Current portion -- (4,039)
-------- ------
LONG TERM PORTION OF NOTES PAYABLE TO OFFICER $ -- 11,676
</TABLE>
3. CONTINGENCIES
Litigation
In August 1999, Electropure, Inc. and an unaffiliated third party,
Universal Aqua Technologies, Inc. were named as cross defendants in a cross
complaint by Douglas B. Platt doing business as East-West Technic Group
arising from a lawsuit brought by Staar Surgical Company, Inc. against
East-West Technic Group, Douglas B. Platt, and Does 1 through 100. The
cross complaint was filed in the Los Angeles Superior Court, Case No. GC
023410, and alleged that we failed to provide an EDI module that could be
operated as part of the system provided by Platt to Staar.
In April 2000, the lawsuit was settled in its entirety in exchange for the
total payment of $18,000 to the plaintiff, Staar; to be paid in equal
amounts of $6,000 by Platt, Universal and us. We paid $1,000 in May 2000
and will satisfy the balance due in monthly installments of $1,000 through
October 2000. As part of the settlement agreement, we are entitled to
recover the EDI module held by Staar.
Concentration of Risk
Financial instruments which potentially subject us to concentrations of
credit risk consist primarily of trade accounts receivable. Exposure to
losses on accounts receivable is principally dependent on the individual
customer's financial condition, as credit sales are not collateralized. We
monitor our exposure to credit losses and reserve for those accounts
receivable that we deem to be not collectible.
During the six months ended April 30, 2000:
- Approximately 89% of the $231,778 in sales of our EDI products were made
to foreign customers. One such foreign customer, Mihama Corporation of
Tokyo, Japan, accounted for 65% of EDI product sales. Of the total EDI
sales during the period, approximately 31% represented sales of the XL
module which incorporates our exclusive ion exchange membranes.
- Less than 1% of the $175,933 in sales of our Hydro Components products
were made to foreign customers. Two domestic companies accounted for
approximately 53% of Hydro Components sales; Lenscrafters at 41% and
McMaster-Carr Corporation at 12%.
F-47
<PAGE> 102
ELECTROPURE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
- Our membrane division began selling ion exchange membranes for use in
electrodialysis, electrodeionization, electrodeposition and general
electrochemical separations. One domestic customer, Purolite Company,
accounted for 94% of the total of $43,846 in membrane product sales.
We make all sales and receive all payments in U.S. dollars on all foreign
sales. No provision has been recorded for uncollectable trade accounts
receivable for the period ended April 30, 2000.
4. SHARE TRANSACTIONS
Private Placement Offering - Common Stock
In a February 2000 private placement offering, we sold units consisting of
25,000 shares of common stock and 12,500 redeemable detachable three-year
warrants to purchase common stock at an exercise price of $2.00 per share.
The warrants are redeemable at $0.05 per warrant if the price of common
stock equals or exceeds $4.00 per share for 30 consecutive business days.
We issued units representing 660,000 shares of common stock for net
proceeds of $160,000 and a note receivable in the amount of $500,000 was
also issued by a related party who is our largest shareholder. Of this
receivable, $200,000 was collected and the balance is recorded as a
reduction of shareholders' equity as of April 30, 2000.
Common Shares Issued for Debt
Between December 1999 and February 2000, we borrowed $400,000 from a
related party who is the largest shareholder. The terms of the notes
provided for conversion into our securities on terms to be mutually agreed.
On February 24, 2000, the notes were converted into the above private
placement securities. We issued 405,206 shares of common stock and 202,603
redeemable detachable three-year warrants to purchase common stock at an
exercise price of $2.00 per share at fair market value of $405,206 in
connection with the conversion of convertible notes payable and accrued
interest totalling $5,206.
Common Shares Issued for Warrants Exercised
On November 1, 1999, warrants were exercised resulting in the purchase of
18,210 shares of common stock and we received net proceeds of $1,821.
Common Shares Issued for Services
On February 23, 2000, we issued 2,500 shares of common stock, valued at
$2,188, to a consulting firm in partial payment for public relations
services to be rendered. The value of
F-48
<PAGE> 103
ELECTROPURE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
the services involved in the transaction has been expensed and added to
common stock and additional paid-in capital.
5. LOSS PER COMMON SHARE
In accordance with the disclosure requirements of SFAS No. 128, Earnings
Per Share, a reconciliation of the numerator and denominator of the basic
and diluted loss per share calculation and the computations of net loss per
common share for the periods ended April 30, 2000 and 1999 are as follows.
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Net loss available to common shareholders:
Loss before extraordinary gain $ (920,021) $ (802,308)
Extraordinary gain -- --
----------- -----------
Net loss available to common shareholders $ (920,021) $ (802,308)
----------- -----------
WEIGHTED AVERAGE SHARES OUTSTANDING 8,173,677 8,624,892
=========== ===========
Basic and diluted loss per common share:
Loss before extraordinary gain $ (0.11) $ (0.09)
Extraordinary gain -- --
----------- -----------
NET LOSS $ (0.11) $ (0.09)
=========== ===========
</TABLE>
The following securities and contingently issuable shares are excluded in
the calculation of diluted shares outstanding as their effects would be
antidilutive for the periods ended April 30, 2000 and 1999 as follows:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Stock options and warrants 5,101,327 3,349,834
Convertible preferred stock 1,000,000 1,000,000
</TABLE>
6. BUSINESS SEGMENTS
We have four reportable segments: water purification (Electropure, EDI,
Inc. ["EDI"]), hydro components ("HC"), ion exchange membranes ("MEM") (a
start up segment), and fluid monitoring (Micro Imaging Technology ["MIT"]).
The water purification segment produces water treatment modules for sale to
manufacturers of high purity water treatment systems. The hydro components
segment sells water and wastewater treatment products to the light
commercial/industrial markets. The membrane segment sells ion exchange
membranes for use in electrodialysis, electrodeionization,
electrodeposition and general electrochemical separations. The fluid
monitoring segment is developing technology that is anticipated will enable
real time identification of contamination in fluids.
F-49
<PAGE> 104
ELECTROPURE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Our reportable segments are strategic business units that offer different
products, are managed separately, and require different technology and
marketing strategies. The accounting policies of the segments are those
described in the summary of significant accounting policies. We evaluate
performance based on results from operations before income taxes, not
including nonrecurring gains and losses.
Business Segment Information:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
----------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue
EDI $ 116,868 $ 20,703 $ 231,778 $ 201,001
HC 68,604 110,780 175,933 210,453
MEM 41,515 -- 43,846 --
MIT -- -- -- --
----------- ----------- ----------- -----------
TOTAL REVENUE $ 226,987 $ 131,483 $ 451,557 $ 411,454
=========== =========== =========== ===========
Operating Loss
EDI $ (108,262) $ (165,265) $ (212,628) $ (275,079)
HC 43,585 41,464 19,330 93,644
MEM (62,017) (99,685) (92,083) (99,685)
MIT (103,374) (182,507) (189,598) (349,446)
Corporate (260,082) (120,377) (450,763) (182,791)
----------- ----------- ----------- -----------
Total operating loss $ (490,150) $ (526,370) $ (925,742) $ (813,357)
=========== =========== =========== ===========
Depreciation and Amortization
EDI $ 7,524 $ 41 $ 14,705 $ 41
HC 100 245 198 490
MEM 24,839 10,000 49,677 20,000
MIT 1,099 22,819 2,140 45,176
Corporate 10,564 8,511 20,917 16,688
----------- ----------- ----------- -----------
TOTAL DEPRECIATION AND AMORTIZATION $ 44,126 $ 41,616 $ 87,637 $ 82,395
=========== =========== =========== ===========
Identifiable Assets
EDI $ 339,855 $ 320,591 $ 339,855 $ 320,591
HC 139,406 255,451 139,406 255,451
MEM 465,398 346,424 465,398 346,424
MIT 67,101 430,638 67,101 430,638
Corporate 272,857 348,490 272,857 348,489
----------- ----------- ----------- -----------
TOTAL IDENTIFIABLE ASSETS $ 1,284,617 $ 1,701,594 $ 1,284,617 $ 1,701,593
=========== =========== =========== ===========
Expenditures for Long Lived Assets
EDI $ 22,978 $ 2,200 $ 36,812 $ 2,200
HC -- 4,900 -- 4,900
MEM -- 79,685 4,412 79,685
MIT 1,505 4,773 1,505 4,773
Corporate 8,906 21,483 10,692 26,629
----------- ----------- ----------- -----------
TOTAL EXPENDITURES FOR LONG LIVED ASSETS $ 33,389 $ 113,041 $ 53,421 $ 118,187
=========== =========== =========== ===========
Geographic Information:
Revenues
United States $ 113,684 $ 119,520 $ 218,613 $ 244,593
Japan 65,000 -- 170,300 130,427
Ireland 12,518 -- 18,758 10,235
Other foreign countries 35,785 11,963 43,886 26,199
----------- ----------- ----------- -----------
TOTAL REVENUES $ 226,987 $ 131,483 $ 451,557 $ 411,454
=========== =========== =========== ===========
</TABLE>
F-50
<PAGE> 105
ELECTROPURE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
7. SUBSEQUENT EVENTS
As of June 12, 2000, we received $200,000 of the $300,000 note receivable
on common stock due from Anthony Frank, our majority shareholder.
In May 2000, we appointed an exclusive representative to sell our EDI
products to original equipment manufacturers in Belgium, Luxembourg,
Germany, Austria, Switzerland, France, Spain, Portugal, Italy, Greece,
Hungary, Bulgaria, Romania, Czech Republic, Slovakia, Poland, Denmark,
Norway, Sweden, and Finland. The arrangement also provides that this
representative may sell EDI products to both end-users and OEM's located in
The Netherlands. The appointment expires on May 8, 2001 and provides that
our representative will receive a 10% commission on all EDI orders in the
stated territories.
In May 2000, the Board of Directors authorized an offering of up to
1,000,000 shares of our common stock in conjunction with a private
placement offering of 200 Units of the Series A convertible preferred stock
of Micro Imaging Technology, our wholly-owned Nevada subsidiary. Each Unit
consists of 10,000 shares of MIT Series A convertible preferred stock and a
right to purchase up to 5,000 shares of our common stock at $1.00 per
share. The Units are being offered in two distinct stages. In the first
stage, the purchase price for each Unit is $30,000, plus $1.00 for each
share of our common stock, up to 5,000 shares. In the second stage, the
purchase price for each Unit is $40,000, plus $1.00 for each share of our
common stock, up to 5,000 shares. Either stage of the offering may be
closed at any time before selling the maximum number of Units allocated to
that stage. The offering expires on October 15, 2000. There is no minimum
subscription amount and as of June 12, 2000, no Units of the private
placement offering have been subscribed.
F-51
<PAGE> 106
No dealer, salesman or other person is authorized to give any information or to
make any representations not contained in this Prospectus in connection with the
offer made hereby, and if given or made, such information or presentations must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell or a solicitation of any offer to buy the
securities offered hereby to any person in any state or other jurisdiction in
which the offer or solicitation would be unlawful. The delivery of this
Prospectus at any time does not imply that information contained herein is
correct as of any time subsequent to its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
AVAILABLE INFORMATION ......................................
PROSPECTUS SUMMARY .........................................
THE COMPANY ................................................
RECENT SIGNIFICANT DEVELOPMENTS.............................
RISK FACTORS ...............................................
DILUTION ...................................................
DIVIDEND POLICY ............................................
USE OF PROCEEDS ............................................
MARKET PRICES ..............................................
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS ..............................
BUSINESS ...................................................
LITIGATION .................................................
MANAGEMENT .................................................
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT .........................................
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .............
SELLING SHAREHOLDERS .......................................
DESCRIPTION OF CAPITAL STOCK ...............................
LEGAL OPINION ..............................................
EXPERTS ....................................................
CHANGE IN CERTIFYING ACCOUNTANTS ...........................
ACCOUNTANTS' REPORT ........................................
FINANCIAL STATEMENTS .......................................
UNAUDITED INTERIM FINANCIAL STATEMENTS .....................
</TABLE>
ELECTROPURE, INC.
COMMON STOCK
-------------------------------------
PROSPECTUS
-------------------------------------
_____________ __, 2000
<PAGE> 107
PART II
--------------------------------------------------------------------------------
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------------------------------------------------
ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 317 of the California Corporations Code allows a corporation to advance
expenses incurred by an officer or director in defending any proceeding prior to
the final disposition of the proceeding upon receipt of an undertaking to repay
the amount if the person is not ultimately entitled to indemnification. In
non-derivative actions, an officer or director is entitled to reimbursements for
expenses, fines, judgments and settlements if the individual has acted in good
faith and in a manner he believed to be in the best interests of the corporation
and in the case of criminal proceedings, he had no reasonable cause to believe
the conduct was unlawful. With regard to derivative actions (a suit brought on
behalf of the Registrant), the person is entitled to reimbursements for expenses
if the officer or director acted in good faith, in a manner the officer or
director believed to be in the best interests of the corporation and with such
care, including reasonable injury, as an ordinary and prudent person in like
position would use in similar circumstances; provided, however, that no
indemnification shall be made:
- if the officer or director is found liable to the corporation, except as
may be determined by the court in which the action is pending;
- for amounts paid in settling an action without court approval; or
- for amounts paid in defending an action which is terminated without court
approval.
If indemnification is authorized by Section 317, but not required, then it shall
be determined by:
- a majority vote of the disinterested members of the Board of Directors;
- a majority vote of the disinterested shareholders;
- the court in which the action is pending; or
- if a quorum of independent directors is not available, by independent legal
counsel in a written opinion. If the officer or director is successful in
the defense of an action, Section 317 provides that the individual shall be
entitled to indemnification. Finally, Section 317 authorizes a corporation
to maintain officers' and directors' liability insurance.
Article III, Section 16 of the By-Laws of Registrant provides for
indemnification of officers and directors in the situations authorized by
Section 317.
See also "WHERE YOU CAN FIND ADDITIONAL INFORMATION."
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with the
offering described in this Registration Statement.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee Under Securities
Act of 1933 ........................ $ 4,000
Accounting Fees and Expenses ........... 1,500
Legal Fees and Expenses ................ 10,000
Miscellaneous .......................... 4,500
-------
Total .................... $20,000
=======
</TABLE>
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<PAGE> 108
ITEM 26. RECENT SALE OF UNREGISTERED SECURITIES
During the past three years, the Registrant has issued or sold the securities
described below:
Shares Issued in Connection with Legal Settlement
In the year ended October 31, 1997, we issued 100,000 shares of common stock
with a fair market value of $62,500 in settlement of a judgment against
Electropure and various officers and former directors in fiscal year 1996. The
settlement also provided for the issuance of 100,000 five-year warrants to
purchase common stock at $1.00 per share with a fair value of $61,000 and a
$12,000 promissory note to cover costs and attorneys' fees. The warrants are
exercisable at any time until June 13, 2002.
In 1997, we also issued 20,000 shares of common stock with a fair market value
of $9,375 and 20,000 ten-year warrants to purchase common stock at $1.00 per
share with a fair value of $12,400 to an individual who provided consulting and
legal services in connection with the legal settlement.
Common Stock Issued in Exchange for Debt
In fiscal year 1998, we borrowed $400,000 from a major shareholder. The terms of
the notes provided for conversion into shares of common stock at any time. The
intrinsic value of the beneficial conversion features was determined, and
additional paid-in capital and interest expense of $400,000 was recognized. We
issued 342,659 shares of common stock to our major shareholder at fair market
value of $672,897 in connection with the conversion of convertible notes payable
and accrued interest totalling $409,847.
In fiscal year 1997, we issued 1,864,933 shares of common stock in connection
with conversion features granted in prior years. Of these shares, 1,717,484 were
issued to an individual who thereby became a major shareholder of Electropure.
We recognized research and development expense and an increase to additional
paid-in capital of $1,068,206 upon grant of the conversion features in prior
years. Upon conversion, we recorded an increase in common stock and a
corresponding decrease in additional paid-in capital for the par value of the
shares issued.
In fiscal year 1997, we issued 418,960 shares of common stock to our major
shareholder in connection with the exercise conversion features issued during
the year. We recognized research and development expense and an increase to
additional paid-in capital of $130,909 upon grant of the conversion features.
Upon conversion to common stock, we recorded an increase in common stock and
corresponding decrease in additional paid-in capital for the par value of the
shares issued.
Between December 1999 and February 2000, we borrowed $400,000 from a related
party who is the largest shareholder. The terms of the notes provided for
conversion into our securities on terms to be mutually agreed. On February 24,
2000, the notes were converted into shares offered in a private placement
discussed later. We issued 405,206 shares of common stock and 202,603 redeemable
detachable three-year warrants to purchase common stock at an exercise price of
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<PAGE> 109
$2.00 per share at fair market value of $405,206 in connection with the
conversion of convertible notes payable and accrued interest totalling $5,206.
Common Shares Issued to EDI Shareholders
In connection with the License Termination Agreement with EDI Components (Note
4), we issued 362,500 shares of common stock to the investors of EDI Components.
Of these shares, 25,000 were issued to a major shareholder of Electropure. We
also agreed to issue these individuals additional shares as described in Note 4.
The 362,500 shares issued and the additional 516,479 contingently issuable
shares were valued at $.3125, the market price per share at the date of
termination of the agreement, which totals $274,681. This amount has been
recorded as research and development expense.
Common Shares Issued for the Acquisition of Technology
On October 25, 1997, we issued 2,100,000 shares of its common stock at market
value of $447,146 to Wyatt Technology Corporation to acquire exclusive rights to
intellectual property.
Common Shares Issued to Private Investors
In fiscal year 1997, we issued 30,988 shares of common stock, at $0.375 per
share to private investors.
Common Shares Issued for Warrants Exercised
During fiscal years 1998 and 1997, warrants were exercised resulting in the
purchase of 25,000 shares for $29,750 and 107,400 shares of common stock for
$53,700, respectively. Notes receivable for $29,750 for 1998 and $25,000 for
1997, were issued as partial payment of the shares issued. These receivables are
recorded as a reduction of shareholders' equity.
In fiscal year 1998, we to reduce the exercise price to $1.00 per share on any
warrants exercised with original exercise prices greater than $2.00 per share.
As a result, warrants were exercised for the purchase of 155,928 shares of
common stock for $155,928.
During fiscal year 1998, options were exercised resulting in the purchase of
12,000 shares of common stock for $6,000. A note receivable for $6,000 was
issued as payment of the shares issued. This receivable is recorded s a
reduction of shareholders' equity.
During the year ended October 31, 1999, warrants were exercised resulting in the
purchase of 2,500 shares of common stock for $1,250.
On November 1, 1999, warrants were exercised resulting in the purchase of 18,210
shares of common stock and we received net proceeds of $1,821.
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<PAGE> 110
Private Placement Offering
In a private placement offering conducted in fiscal year 1997, we sold units
consisting of 25,000 shares of common stock and 12,500 redeemable three-year
warrants to purchase common stock at an exercise price of $2.00 per share. The
warrants are redeemable at $.05 per warrant if the price of common stock equals
or exceeds $4.00 per share for 30 consecutive business days. We issued units
representing 500,000 shares of common stock for net proceeds of $475,000. A note
receivable was also issued in the amount of $25,000 for common stock units in
regards to the private placement. The receivable is recorded as a reduction of
shareholders' equity. This receivable was collected in fiscal year 1998. In
connection with the private placement, we issued 4,706 shares of common stock,
as a finders' fees.
In April 1998, in conjunction with a private placement offering, we issued
275,000 shares of common stock and 137,500 warrants to purchase common stock at
$3.00 per share, and received net proceeds of $550,000. The warrants are
redeemable by us at $.05 per warrant if the price of common stock equals or
exceeds $4.00 per share for 30 consecutive business days. In connection with the
private placement, we issued 3,363 shares of common stock as a finder's fee.
During the year ended October 31, 1999, a private placement offering resulted in
the issuance of 1,020,000 shares of common stock and 510,000 detachable warrants
to purchase common stock at $2.00 per share, and we received net proceeds of
$1,020,000.
In a February 2000 private placement offering, we sold units consisting of
25,000 shares of common stock and 12,500 redeemable detachable three-year
warrants to purchase common stock at an exercise price of $2.00 per share. The
warrants are redeemable at $0.05 per warrant if the price of common stock equals
or exceeds $4.00 per share for 30 consecutive business days. We issued units
representing 660,000 shares of common stock for net proceeds of $160,000 and a
note receivable in the amount of $500,000 was also issued by a related party who
is our largest shareholder. Of this receivable, $200,000 was collected and the
balance is recorded as a reduction of shareholders' equity as of April 30, 2000.
Common Shares Issued in Consideration of an Option to Purchase Real Estate
In November 1997, we issued 60,000 shares of common stock with a fair market
value of $90,000 at the date of issue to the lessors of our new facility in
exchange for a three-year option to purchase the building. The $90,000 value
attributable to the option to purchase the building has been recorded as an
other asset.
Common Shares Issued for Services
On April 1, 1998, we issued 6,579 shares of common stock to the real estate
broker who negotiated the lease on our current facility in satisfaction of his
$10,000 commission.
In May 1998, we issued 4,103 shares of common stock, valued at $7,500, or $1.48
per share, to a consulting firm in partial payment for public relations services
to be rendered. The value of the transaction has been expensed and added to
common stock and additional paid-in capital.
II-4
<PAGE> 111
On February 23, 2000, we issued 2,500 shares of common stock, valued at $2,188,
to a consulting firm in partial payment for public relations services to be
rendered. The value of the services involved in the transaction has been
expensed and added to common stock and additional paid-in capital.
Prepaid Legal Services
In May 1999, we issued to a law firm involved with its patent work, 100,000
shares of common stock with a fair value of $100,000 as a retainer against which
fees and expenses incurred will be paid. The value of the services to be
received in this transaction has been recorded as prepaid legal services and
added to common stock and additional paid-in capital.
Settlement
In July 1999, pursuant to the terms of a settlement, we cancelled 1,950,000
shares of common stock previously held by Wyatt Technology Corporation.
Private Placement Offering - Preferred Shares
In January 1999, we sold 1,000,000 shares of Series B convertible preferred
stock to a related party who is our largest shareholder in a private transaction
for $1,000,000. The Series B convertible preferred stock is convertible into
1,000,000 shares of our common stock in whole or in part at any time by its
holder. The Series B convertible preferred stock is automatically convertible on
the same basis if either of two events occur: a) we make a public offering of
any of our securities, or b) our securities are admitted for listing on a
national securities exchange market system. In the event the number of our
common shares is increased or decreased as a result of a stock split, stock
dividend, reverse stock split, or otherwise, the number of shares of common
stock into which each share of Series B convertible preferred stock may be
converted shall concurrently be proportionately increased or decreased. The
Series B convertible preferred stock has no rights for participation in any new
or additional issuances of any of our equity instruments.
Each share of Series B convertible preferred stock is entitled to four votes on
all matters, including the election of directors and shall vote as a single
class along with the common stock, Class B common stock and redeemable preferred
stock.
In any liquidation or dissolution of Electropure, the holders of the Series B
convertible preferred stock will be entitled to a liquidation preference of $1
per share.
The issuance of securities in these transactions, except as described below,
were exempt from registration under the Securities Act of 1933, as amended, by
virtue of Sections 3(b) and 4(2) of the Act, including Regulation D promulgated
thereunder. The Company believes that the recipients in each case acquired the
securities for investment only and not with a view to the distribution thereof
and legends were affixed to the stock certificates.
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<PAGE> 112
ITEM 27. EXHIBITS
3.1 Articles of Incorporation of the Registrant, as amended. ***
3.2 By-Laws of the Registrant, as amended. *
5.0 Opinion of Skadden, Arps, Slate Meagher & Flom, LLP.
10.19 Form of Indemnity Agreement with each current Officer and
Director. **
10.47.8 License Termination Agreement with EDI Components dated August
14, 1997 (effective 08/05/97). *****
10.47.9 Employment Agreement with Floyd H. Panning dated August 14, 1997
(effective 08/05/97). *****
10.52 Technology Transfer Agreement with Wyatt Technology Corporation
dated October 25, 1997. ******
10.53 8% Sixty-Day Term Note from Hydro Components, Inc. dated
February 17, 1998, including Assignment Agreement, Security
Agreement and Unlimited Personal Guaranty.*******
24.1 Consent of Kelly & Company.
24.2 Consent of Skadden, Arps, Slate, Meagher & Flom, LLP (included
in Exhibit 5.0).
25 Power of Attorney (see page II-5).
------------------------------------------
* Previously filed on December 15, 1986 in connection with
Registration Statement of Registrant on Form S-1, File No.
33-10669.
** Incorporated by reference to Exhibit "B" to Registrant's
Definitive Proxy Statement, dated April 20, 1988, for the Annual
Meeting held May 18, 1988, as filed on May 4, 1988.
*** Previously filed on February 28, 1989 in connection with
Registrant's Form 10-K for the fiscal year ended October 31,
1988.
**** Previously filed on October 11, 1995 in connection with
Registrant's Form 10-KSB for the fiscal year ended October 31,
1994.
II-6
<PAGE> 113
***** Previously filed on July 16, 1997 in connection with Registrant's
form 10-KSB for the fiscal year ended October 31, 1996.
****** Previously filed on September 11, 1997 in connection with
Registrant's Form 10-QSB for the fiscal quarter ended July 31,
1997.
******* Previously filed on November 14, 1997 in connection with Schedule
13-D filed by Wyatt Technology Corporation.
******** Previously filed on February 11, 1998 in connection with
Registrant's Form 10-KSB for the fiscal year ended October 31,
1997.
********* Previously filed on March 5, 1998 in connection with Registrant's
Form 10-QSB for the fiscal quarter ended January 31, 1998.
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<PAGE> 114
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental change
in the information included in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to the information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or
Section 13(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions in Item 14 hereof, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless, in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE> 115
--------------------------------------------------------------------------------
SIGNATURES
--------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Amendment No. 3 on Form SB-2 and authorized this
Registration Statement and any and all amendments thereto to be signed on its
behalf by the undersigned thereunder duly authorized, in the City of Laguna
Hills, California, on August 1, 2000.
ELECTROPURE, INC.
BY /S/ CATHERINE PATTERSON
-----------------------------
CATHERINE PATTERSON
Chief Financial Officer
--------------------------------------------------------------------------------
POWER OF ATTORNEY
--------------------------------------------------------------------------------
Each person whose individual signature appears below hereby constitutes and
appoints Catherine Patterson and Floyd H. Panning as his true and lawful
attorneys-in-fact with full power of substitution to execute in the name and on
behalf of that person, individually and in each capacity stated below, and to
file, any and all amendments to this Registration Statement, including any and
all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
---------------
SIGNATURES
---------------
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ WILLIAM F. FARNAM Director August 1, 2000
----------------------------------------------
WILLIAM F. FARNAM
Director
----------------------------------------------
RANDALL P. FRANK
/s/ RANDOLPH S. HEIDMANN Director August 1, 2000
----------------------------------------------
RANDOLPH S. HEIDMANN
/s/ ARTHUR LIPPER III Director August 2, 2000
----------------------------------------------
ARTHUR LIPPER III
/s/ FLOYD H. PANNING Chief Executive Officer August 1, 2000
---------------------------------------------- and Director
FLOYD H. PANNING
Chief Financial Officer August 1, 2000
/s/ CATHERINE PATTERSON (Principal Financial and
---------------------------------------------- Accounting Officer)
CATHERINE PATTERSON
</TABLE>
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<PAGE> 116
EXHIBIT INDEX
Exhibit Description
------- -----------
5.0 Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP.
24.1 Consent of Kelly & Company.
