SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/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, 1997
Commission File Number: 0-16375
THERMOGENESIS CORP.
(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.)
3146 GOLD CAMP DRIVE, RANCHO CORDOVA, CA 95670
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(916) 858-5100
Securities registered pursuant to section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
Name of each exchange
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $.001 Par Value Per Share Nasdaq SmallCap Market
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No__
Indicate by check mark if disclosure or delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form
10-K or any amendment of this Form 10-K. X
The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing sale price on September 25, 1997 was
$53,558,540.
The number of shares of the registrant's common stock, $.001 par value,
outstanding on June 30, 1997 was 15,864,769.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(A) CORPORATE DIRECTORS
The following is the business background for the directors of the Company:
PHILIP H. COELHO was named President of the Company on September 1989.
From October 1986 to September 1989, Mr. Coelho was Vice President and
Director of Research, Development and Manufacturing. Mr. Coelho was
President of Castleton, Inc. from October 1983 until October 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, and is the inventor
or co-inventor on all of the Company's patents.
CHARLES DE B. GRIFFITHS was elected to the Board of Directors in December
1989 and became Director of International Sales in January 1990. He is a
Chartered Accountant and holds a degree in Economics from the University of
Manchester, U.K. From January 1980 until December 1987 he was 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 rejoined the Company as its Chief Operating Officer and
Vice President in February 1995. 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.
PATRICK MCENANY has been the President of Royce Laboratories since June
1991 and its Chairman since February 1994. In April 1997, Royce
Laboratories merged with and became a subsidiary of Watson Pharmaceuticals,
Inc. Mr. McEnany continues to serve as President of Royce Laboratories as
well as the V.P. of Corporate Development for Watson Pharmaceuticals, Inc.
From 1973 to 1985, Mr. McEnany was the President, Chief Executive Officer
and Chief Financial Officer of Zenex Synthetic Lubricants, Inc. ("Zenex"),
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a company engaged in the distribution of synthetic lubricants. In February
1985, Zenex merged with Home Intensive Care, Inc. ("HIC"), a provider of
home infusion therapy services and Mr. McEnany continued to serve as a
director and chairman of the audit committee until HIC was acquired by WR
Grace & Co. In 1993. From December 1984 through 1991, Mr. McEnany also
served as the President of Equisource Capital, Inc., a consulting company
in the areas of corporate finance and investment banking. He currently
serves as Vice Chairman and director of the National Association of
Pharmaceutical Manufacturers. Mr. McEnany was a director of the Company in
1991.
HUBERT E. HUCKEL, M.D. currently serves as a member of the Board of
Directors of Sano Corp., a Florida based company active in the field of
transdermal delivery systems for prescription drugs, and for Titan
Pharmaceuticals, a South San Francisco based company providing
biotechnology products for the treatment of neurological diseases and
malignacies. In 1964, Dr. Huckel joined Hoechst A.G., a Frankfurt, Germany
based chemical-pharmaceutical company ranking in the top 5 of such
companies world wide. Dr. Huckel later moved to Hoechst US subsidiaries in
1966 where he held various operations and executive management positions,
advancing to Chairman of Hoechst Roussel Pharmaceutical, Inc., president of
the Life Sciences Group, and member of the Executive Committee at Hoechst
Celanese Corp., a Fortune 100 company. Dr. Huckel earned his medical
degree from the University of Vienna, Austria, in 1956.
BOARD MEETINGS
During the fiscal year ended June 30, 1997, the Board took action 24 times,
by meeting or consent. All directors were either present at the meeting or
consented in writing to the action. The Compensation Committee also took
action on 4 occasions, by meeting or consesnt, during the fiscal year ended
June 30, 1997. All members of the Compensation Committee were present or
consented to the actions in writing. The Audit Committee met once, and all
members of that committee were present at the meeting.
BOARD COMMITTEES
The Company currently has a Compensation Committee, an Executive Committee,
and an Audit Committee.
The Audit Committee coordinates and oversees the Company audit performed by
outside auditors. The Audit Committee currently consists of two non-
employee directors, Patrick McEnany and Dr. Hubert Huckel.
The Compensation Committee reviews and approves the executive compensation
policies and determines employee option grants. Following the fiscal year
end, the Compensation Committee members were Patrick McEnany and Hubert
Huckel, the Company's two outside directors.
The Executive Committee was re-created and established just prior to the
fiscal year ended June 30, 1997. The Executive Committee members are
Philip H. Coelho and Patrick McEnany. The Executive Committee assists the
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Chief Executive Officer and management with efforts to increase sales,
implement manufacturing and budgeting controls, and other operational and
investment banking matters. The Executive Committee reports directly to
the full Board for actions.
DIRECTORS COMPENSATION
All directors who are not employees of the Company are paid a fee of $1000
per Board meeting attended in person ($500 for attendance by telephonic
conference). In addition, members of the Board's Compensation Committee
receive $500 per meeting in person ($250 for attendance by telephonic
conference) and options to purchase 4,000 shares of common stock upon
completion of each full year of service on the Compensation Committee
pursuant to the Amended 1994 Stock Option Plan. Members of the Audit and
Executive Committees receive $500 per meeting in person ($250 for
attendance by telephonic conference).
(B) CORPORATE OFFICERS
The following table sets forth certain information with respect to
executive officers and certain key employees of the Company.
NAME POSITIONS WITH THE COMPANY AGE SINCE
Philip H. Coelho President, and Chief Executive Officer 53 1989{(1)}
Charles de B.
Griffiths V.P. Marketing, Secretary and Director 47 1990
Walter J. Ludt C.O.O., V.P., and C.F.O. 53 1995{(2)}
David C. Adams V.P. Business Development 39 1996
and General Counsel
Michael Zmuda
PhD, RAC V.P. Regulatory Affairs 59 1997
and Quality Systems
KEY EMPLOYEES
Roger Kane Director of Research and Development 49 1996
Renee Ruecker Director of Finance 33 1997
NOTES TO TABLE
{(1) }Prior to becoming President, Mr. Coelho served as Vice President and
Director of Research, Development and Manufacturing from October 1986
to September 1989.
{(2) }Mr. Ludt previously served as Chief Financial Officer, Secretary and
Treasurer of the Company prior to June 1992.
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Executive officers are elected annually by the Board of Directors and serve
at the pleasure of the Board. Messrs. Coelho, Ludt, Griffiths and Adams
have entered into employment agreements with the Company which expire in
1999. There is no family relationship between any of the officers and
directors. Mr. Coelho is a member of the Board of Directors of Patient
Education Media, Inc. Mr. McEnany is currently a member of the Royce
Laboratories Board of Directors. Dr. Huckel is a member of the Sano
Corporation and Titan Pharmaceuticals, Inc. Board of Directors.
The biographies of Messrs. Coelho, Griffiths and Ludt can be found above
under the description and background for the directors of the Company. The
following is the business background and relevant information about the
Company's other executive officers and key employees:
DAVID C. ADAMS joined the Company at the end of November 1996 as General
Counsel, and filled the newly created position of Vice President of
Business Development. Prior to joining the Company, Mr. Adams was in
private practice representing public and private corporations in the areas
of intellectual property, corporate finance, mergers and acquisitions, and
regulatory matters. Mr. Adams received his Bachelor of Arts Degree in
Psychology, with High Distinction, from the University of Colorado,
Colorado Springs in 1984, and his Juris Doctorate, with Distinction, from
the University of the Pacific, McGeorge School of Law in 1988.
MICHAEL ZMUDA joined the Company in February 1997 as V.P. of Regulatory
Affairs and Quality Systems. After serving as Assistant Professor of
Pharmacology at Southern Illinois University School of Medicine for five
years, Dr. Zmuda worked at Baxter-Travenol Laboratories, CD Medical, Inc.,
and American Sterilizer Company ("AMSCO"). Prior to joining the Company,
Dr. Zmuda held the position of Director of Regulatory Affairs at AMSCO from
1989 through 1996 when AMSCO merged with Steris Corporation. Dr. Zmuda
received his Bachelor of Arts Degree in Psychology in 1969, and his
Physical Doctorate in Pharmacology in 1975, both from the University of
Minnesota.
ROGER KANE, prior to joining the Company in December 1996, Mr. Kane worked
as the Director of Product Development and Manufacturing for Integrated
Surgical Systems, a position he had held since 1994. From 1993 through
1994, Mr. Kane was a private Consultant to a start-up business that had
designed a proprietary anesthesia delivery system, and from 1986 through
1993, Mr. Kane served as V.P. of Engineering for Bear Medical Systems in
Southern California. Mr. Kane received his Bachelor of Science Degree in
Electrical Engineering from Ohio State University in 1970 and his Masters
Degree in Business Administration from the University of Wisconsin in 1984.
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RENEE M. RUECKER joined the Company in August 1997 as Director of Finance.
Prior to joining the Company, Ms. Ruecker was a manger in the Audit and
Business Advisory Department at Price Waterhouse LLP. Her clients included
a number in the science and health industries. A Certified Public
Accountant, Ms. Ruecker received her Bachelor of Science Degree in Business
Administration from the California Polytechnic State University in San Luis
Obispo.
CERTAIN LEGAL PROCEEDINGS
Except for Mr. McEnany, none of the executive officers or directors has
been involved in any material legal proceeding within the past five years.
While Chairman and President of Royce Laboratories (1991 - 1997), Mr.
McEnany responded to a formal investigation by the Securities and Exchange
Commission against Royce Laboratories and its officers and directors
related to certain of Royce Laboratories' disclosure in February 1993. The
matter was resolved in May 1996 when Royce Laboratories and Mr. McEnany
entered into a settlement with the SEC, without admitting or denying that a
violation of the securities laws had occurred. As part of the settlement,
Royce Laboratories and Mr. McEnany consented to a civil injunction
requiring that they comply with the federal securities laws in the future.
The Company does not believe that the substance of the consent decree or
the injunction will affect Mr. McEnany's ability as a director of the
Company.
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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.
S/ Dated: October 15, 1997
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.
S/ Dated: October 15, 1997
By: Philip H. Coelho,
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
S/ Dated: October 15, 1997
By: Walter J. Ludt, III
Chief Operating Officer
(Principal Operating Officer)
