SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB/A-1
[X]Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended June 30, 1996
Commission File Number: 0-16375
THERMOGENESIS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3018487
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11431 SUNRISE GOLD, STE. A, RANCHO CORDOVA, CA 95742
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(916) 638-8357
Securities registered pursuant to section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act: Common Stock,
$.001 Par Value Per Share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No__
[X] Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation SB, and no disclosures will be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of the Form 10KSB.
Issuer's revenues for its most recent fiscal year were $4,124,634.
The aggregate market value of the voting stock held by non-affiliates of
the registrant was $47,805,593 as of June 30, 1996.
The Registrant had 12,898,967 shares of common stock outstanding on
September 23, 1996.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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PART III
ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following is the business background for the previous five years for
the officers and directors of Thermogenesis Corp. (the "Company"):
NOEL K. ATKINSON, Director since 1989, has been engaged successfully in
general real estate brokerage and development since 1946. After retiring
in 1979, Mr. Atkinson accepted selected consulting engagements until 1985
when he founded a venture capital firm. His venture capital firm was a
founding investor in the Company and Ovutec, Inc. Mr. Atkinson also was a
founder and investor in the media with KCHH radio station in Northern
California. Mr. Atkinson completed five years of university level upper
and lower division courses in the field of structural engineering and
architecture at the University of Washington.
PHILIP H. COELHO, Director since 1986, was named President of the Company
on September 1, 1989. Prior to becoming President he was Vice President
and Director of Research, Development and Manufacturing since October 1,
1986. Mr. Coelho was President of Castleton, Inc. from October, 1983 until
December 31, 1986. Castleton developed and previously licensed the Insta
Cool Technology to the Company. Mr. Coelho has a Bachelor of Science
degree in Mechanical Engineering from the University of California, Davis.
S.V. ENGLER, Director since 1992, was formerly the Senior Vice President of
Marketing of Liquid Carbonic, Inc. Canada, a subsidiary of CBI, the world's
largest supplier of commercial carbon dioxide, a position he held since
1983. Mr. Engler joined Liquid Carbonic in May 1961 and has worked in the
areas of engineering, sales and marketing and management positions. When
Liquid Carbonic, Inc. was acquired in 1996, Mr. Engler became a consultant.
Mr. Engler's experience is primarily in the area of food chilling and
freezing and he holds several patents and has several patents pending in
this area. He graduated with a Bachelor of Science Degree in Mechanical
Engineering from Queens University in Kingston, Ontario, Canada.
CHARLES DE B. GRIFFITHS, Director since 1989, became the Company's Director
of International Sales in January 1990, and was appointed Vice-president
Marketing and Sales in 1993. He is a Chartered Accountant and holds a
degree in Economics from the University of Manchester, UK. From January
1980 until December 1987 he had been the Managing Director of a number of
successful overseas manufacturing subsidiaries of the Cloride Group,
including a $25,000,000 joint venture with the government of Egypt which he
steered to profitability in its first year of operation. In his last
appointment with Cloride he was in charge of the Scandinavian manufacturing
operations based in Denmark and was concurrently responsible for all
European automotive marketing activities. Mr. Griffiths is an
internationally oriented businessman with appropriate experience in
industrial marketing and manufacturing enhanced by studies at Harvard and
Cranfield Business Schools. He conducted a consulting practice in the
United Kingdom from January 1988 until December 1989.
WALTER J. LUDT, III, Director since 1996, rejoined the Company as its Chief
Operating Officer and Vice President in February 1995, and was appointed
Chief Financial Officer in 1996. From March 1994 until February 1995, Mr.
Ludt was a consultant (acting Chief Financial Officer) to the Omohundro
Company, a manufacturer of state of the art carbon fiber spars for sail
boats, where he was instrumental in raising $5,000,000 in capital and
restructuring $2,500,000 in bank debt. From June 1992 to February 1994,
Mr. Ludt was Vice President and Chief Financial Officer of Protel
Technology, a developer and marketer of sophisticated EDA software. Prior
to June 1992, Mr. Ludt was a Director, Chief Financial Officer, and
Secretary of the Company. Mr. Ludt holds a Bachelor of Science Degree in
Business/Accounting from California State University at Long Beach.
Each director serves for a one year term or until his successor is duly
nominated and elected. Executive officers are elected annually by the
Board of Directors and serve at the pleasure of the Board. Messrs. Coelho,
Ludt and Griffiths have entered into employment agreements with the
Company which expire in June 1999. There is no family relationship between
any of the officers and directors. None of the officers or directors have
been involved in any legal proceedings within the past five years which are
material to an evaluation of his ability or integrity.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934:
Based solely upon the review of Forms 3, 4, and 5 as files with the
Company, directors and officers of the Company timely file such reports
under section 16(a) of the Securities and Exchange Act of 1934.
ITEM 10: EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid for the
past three years for all services rendered by Philip H. Coelho, the
President and Chief Executive Officer of the Company, and Charles de B.
Griffiths, the Company's Vice-President of Sales and Marketing. No other
executive officers of the Company received total annual salary in 1996 in
an amount exceeding $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
<S> <C> <C> <C> <C> <C> <C>
OTHER ANNUAL
NAME AND PRINCIPAL COMP. RESTRICTED STOCK OPTIONS GRANTED
POSITION YEAR SALARY BONUS AWARD(S)
Philip H. Coelho, 1994 $106,795 $0 $15,000{(1)} $0 -0-
President, and Chief
Executive Officer
1995 $110,000 $0 $27,296{(2)} $0 -0-
1996 $110,000 $0 $27,296{(3)} $0 250,000
</TABLE>
{(1)} Represents payments of $7,200 annual automobile allowance and $7,800 in
accrued vacation pay.
{(2)} Represents payments of $7,200 annual automobile allowance and $20,096 in
accrued vacation pay.
{(3)} Represents payments of $7,200 annual automobile allowance and $20,096 in
accrued vacation pay.
OPTION GRANTS IN THE LAST FISCAL YEAR
The Company's compensation committee granted replacement options to certain
of its officers to compensate for those officers entering into a lock-up
agreement during financing in the 1996 fiscal year. As a result of the
lock-up agreement, significant options exercisable at $.53 per share
expired, and replacement options exercisable at $2.125 per share were
granted. The following table sets forth the individual grant of options to
officers of the Company during the year ended June 30, 1996, and all option
grants and values have been adjusted to reflect the one-for-two stock
consolidation effected by the Company on June 14, 1996.
INDIVIDUAL GRANTS
Name Number of % of total Options Exercise Price
Expiration
Options Granted Granted to Employees Date
In Fiscal Year
_____________________________________________________________________________
Philip Coelho 50,000 9.40% $4.50 5/29/01
200,000 37.65% $2.125 10/23/01
Walter Ludt 50,000 9.40% $3.00 8/01/00
50,000 9.40% $4.50 5/29/01
100,000 18.82% $2.125 10/23/01
Charles Griffiths 100,000 18,82% $2.125 10/23/01
_____________________________________________________________________________
No other options were granted to any other officer or director during the
fiscal year ended June 30, 1996, with the exception of the automatic award
of 12,500 options to each outside director acting on the Compensation
Committee and administering the Company's Amended 1994 Stock Option Plan
(the 1994 Plan) as provided under the 1994 Plan, and no officers or
directors exercised any options during that year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth director options exercised and option values
for fiscal year 1996, as adjusted for the Company's one-for-two stock
consolidation effected June 14, 1996, for all of the Company's directors.
<TABLE>
<CAPTION>
Number of options Value of Unexercised
Shares at FY end Options at FY End
Acquired Value Exercisable/ Exercisable/
Exercised or Realized Unexercisable Unexercisable (1)
NAME
<S> <C> <C> <C> <C>
Noel K. Atkinson 62,500 $ 99,625
- - -- $ -0-
Philip H. Coelho 425,000{(2)} $786,188
- - -- $ -0-
S.V. Engler 87,500 $ 143,938
- - -- $ -0-
Charles de B. 225,000{(3)} $467,813
Griffiths - - -- $ -0-
Walter Ludt, III 183,333{(4)} $262,500
- - 16,667 $ 21,875
</TABLE>
{(1)}Based on June 28, 1996 year end closing bid price of $4.3125 per
share.
{(2)}Options to acquire 200,000 shares at $.53 per share (pre stock
consolidation) expired in November 1995 and are not included in the table.
{(3)}Options to acquire 100,000 shares at $.53 per share (pre stock
consolidation) expired in November 1995 and are not included in the table.
{(4)}Options to acquire 100,000 shares at $.53 per share (pre stock
consolidation) expired in November 1995 and are not included in the table.
COMPENSATION OF DIRECTORS
All directors who are not employees of the Company are paid a meeting fee
of $300 per meeting attended in person. In addition, members of the
Board's Stock Option and Compensation Committee receive options to purchase
12,500 shares of common stock upon completion of each full year of service
on such Committee.
EMPLOYMENT CONTRACTS
In June 1996, the Company and Mr. Coelho entered into a new employment
agreement whereby Mr. Coelho agreed to serve as President and Chief
Executive Officer and receive compensation equal to $160,000 per year and a
$800 per month automobile allowance, subject to annual increases as may be
determined by the Board of Directors. The employment agreement may be
terminated by Mr. Coelho or by the Company with or without cause. In the
event Mr. Coelho is terminated by the Company without cause, Mr. Coelho
will be entitled to receive severance pay equal to the greater of six
months of his annual salary or the remaining term of the agreement. In
addition, the employment agreement provides that in the event Mr. Coelho is
terminated other than "for cause" upon a change of control, Mr. Coelho
shall be paid an amount equal to three times his annual salary. The phrase
"change of control" is defined to include (i) the issuance of 33% or more
of the outstanding securities to any individual, firm, partnership, or
entity, (ii) the issuance of 33% or more of the outstanding securities in
connection with a merger, or (iii) the acquisition of the Company in a
merger or other business combination. The employment agreement expires, by
its terms, in June 1999.
In June 1996 the Company and Charles de B. Griffiths entered into a new
employment agreement whereby Mr. Griffiths agreed to serve as Vice-
President of Marketing and receive compensation equal to $120,000 per year
and a $750 per month car allowance, subject to annual increases as may be
determined by the Board of Directors. The employment agreement may be
terminated by Mr. Griffiths or by the Company with or without cause. In
the event Mr. Griffiths is terminated by the Company without cause, Mr.
Griffiths will be entitled to receive severance pay equal to the greater of
six months of his annual salary, or the remaining term of the agreement.
In addition, the employment agreement provides that in the event Mr.
Griffiths is terminated following a change of control, Mr. Griffiths shall
be paid an amount equal to three times his annual salary. The phrase
"change of control" is defined to include (i) the issuance of 33% or more
of the outstanding securities to any individual, firm, partnership, or
entity, (ii) the issuance of 33% or more of the outstanding securities in
connection with a merger, or (iii) the acquisition of the Company in a
merger or other business combination. The employment agreement expires, by
its terms, in June 1999.
In June 1996 the Company and Walter J. Ludt, III entered into an employment
agreement whereby Mr. Ludt agreed to serve as Chief Operating Officer and
Chief Financial Officer and receive compensation equal to $120,000 per year
and a $750 per month car allowance, subject to annual increases as may be
determined by the Board of Directors. The employment agreement may be
terminated by Mr. Ludt or by the Company with or without cause. In the
event Mr. Ludt is terminated by the Company without cause, he will be
entitled to receive severance pay equal to the greater of six months of his
annual salary, or the remaining term of the agreement. In addition, the
employment agreement provides that in the event Mr. Ludt is terminated
following a change of control, he shall be paid an amount equal to three
times his annual salary. The phrase "change of control" is defined to
include (i) the issuance of 33% or more of the outstanding securities to
any individual, firm, partnership, or entity, (ii) the issuance of 33% or
more of the outstanding securities in connection with a merger, or (iii)
the acquisition of the Company in a merger or other business combination.
The employment agreement expires, by its terms, in June 1999.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the persons serving on the Board of
Directors and certain information with respect to those persons.
<TABLE>
<CAPTION>
Director Since Common Stock Percent
Nominee Age Ownership{(1)} Ownership
<S> <C> <C> <C> <C>
Philip H. Coelho 53 1986 584,500{(2)} 4.39%
Charles de B.
Griffiths 45 1989 507,500{(3)} 3.87%
Sid V. Engler 55 1992 * %
87,500{(4)}
Noel K. Atkinson 76 1989 2.06%
266,853{(5)}
Walter J. Ludt 53 1996 200,000{(6)} 1.53%
Officers and
Directors as a 1,646,353 11.85%
Group (6)
</TABLE>
Footnotes to Table
*Less than 1%.
(1)For computation purposes, the ownership includes only options exercisable,
as adjusted for the June 14, 1996 one-for-two stock consolidation, on or
before June 30, 1996 and the total outstanding includes shares assumed
exercised for percentage ownership computation.
(2)Includes rights to purchase 175,000 Common Shares at $2.32 per share,
200,000 Common Shares at $2.125 per share pursuant to stock options granted
December 31, 1993, and October 23, 1995, respectively, and 50,000 common
shares at $4.25.
(3)Includes rights to purchase 125,000 Common Shares at $2.32 per share and
100,000 Common Shares at $2.125 per share pursuant to stock options granted
December 31, 1993 and October 23, 1995, respectively. Also includes 257,500
Common Shares held by the Beuford Trust for the benefit of Mr. Griffiths.
Although he is the beneficiary of the trust, Mr. Griffiths has no voting or
dispositive power over the 257,500 shares held in trust.
(4)Includes rights to purchase 25,000 Common Shares at $2.62 per share and
50,000 Common Shares at $2.32 pursuant to stock options granted July 26, 1991
and December 31, 1993, respectively, and the right to purchase 12,500 Common
Shares at $4.50 per share pursuant to stock options granted on May 29, 1996.
(5)Includes 88,354 shares of common stock registered in the name of a living
trust established by Mr. Atkinson. Also includes rights to purchase 50,000
shares at $2.32 per share pursuant to stock options granted on December 31,
1993, and the right to purchase 12,500 Common Shares at $4.50 per share
pursuant to stock options granted on May 29, 1996.
(6)Includes rights to purchase 100,000 Common Shares at $2.125 per share
pursuant to stock options granted in October 1995, and rights to purchase
50,000 shares at $4.50 per share pursuant to stock options granted on May 29,
1996, and rights to purchase 50,000 Common Shares at $3.00 per share pursuant
to stock options granted pursuant to employment in 1995.
ITEM 12. CERTAIN RELATED TRANSACTIONS
There were no related party or interested party transactions involving the
Company during the fiscal year ended June 30, 1996, or from that date to the
date of this proxy statement.
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THERMOGENESIS CORP.
Signatures
In accordance with section 13 or section 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
THERMOGENESIS CORP.
___________________________________ Dated: October 25, 1996
By: Philip H. Coelho,
President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
________________________________________ Dated: October 25, 1996
By: Philip H. Coelho,
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
_________________________________________ Dated: October 25, 1996
By: Walter J. Ludt, III
Chief Operating Officer
(Principal Operating Officer)
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