SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A-2
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 of 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.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE: None.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid in the past
three years for all services of Executive Officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
<S> <C> <C> <C> <C> <C> <C>
OTHER
NAME AND ANNUAL
PRINCIPAL COMP. RESTRICTED STOCK OPTIONS GRANTED
POSITION YEAR SALARY BONUS AWARD(S)
Philip H. Coelho, 1995 $ 110,000 $ 0 $ 27,296{(1)} $ 0 -0-
President and Chief 1996 $ 110,000 $ 0 $ 27,296{(2)} $ 0 250,000{(4)}
Executive Officer 1997 $ 160,000 $ 0 $ 52,764{(3)} $ 0 -0-
Charles deB Griffiths 1995 $ 80,000 $ 0 $ 12,000{(5)} $ 0 -0-
V.P. Marketing/Sales 1996 $ 110,000 $ 0 $ 21,512{(6)} $ 0 100,000{(8)}
Corporate Secretary 1997 $ 120,000 $ 0 $ 31,781{(7)} $ 0 -0-
Walter J. Ludt, III, 1995 $ 80,000 $ 0 $ 7,200{(9)} $ 0 -0-
Chief Operating Officer 1996 $ 100,000 $ 0 $ 14,253{(10)} $ 0 150,000{(12)}
Chief Financial Officer 1997 $ 120,000 $ 0 $ 9,600{(11)} $ 0 -0-
</TABLE>
{(1)} Represents payments of $7,200 annual automobile allowance and $20,096 in
accrued vacation pay.
{(2)} Represents payments of $7,200 annual automobile allowance and $20,096 in
accrued vacation pay.
{(3)} Represents payments of $12,000 annual automobile allowance and $40,764 in
accrued vacation pay.
{(4)} Includes 200,000 stock options granted on October 23, 1995, and 50,000
stock options granted on May 29, 1996 which were repriced on April 2, 1997
to $2.3125 per share.
{(5)} Represents payments of $12,000 annual automobile allowance.
{(6)} Represents payments of $9,000 annual automobile allowance and $12,512 in
accrued vacation pay.
{(7)} Represents payments of $9,000 annual automobile allowance and $22,781 in
accrued vacation pay.
{(8)} Includes replacement option of 100,000.
{(9)} Represents payments of $7,200 annual automobile allowance.
{(10)}Represents payments of $8,100 annual automobile allowance and $6,153 in
accrued vacation pay.
{(11)}Represents payment of $9,000 annual automobile allowance.
{(12)}Includes 100,000 stock options granted on October 23, 1995, and 50,000
stock options granted on May 29, 1996 which were repriced on April 2, 1997
to $2.3125 per share.
______________________
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<PAGE>
EMPLOYMENT AGREEMENTS
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 of the Company 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 Sales of the Company 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 of the Company 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 he 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 December 1996, the Company and David Adams entered into an employment
agreement whereby Mr. Adams agreed to serve as Vice President of Business
Development and General Counsel of the Company and receive compensation equal
to $110,000 per year and a $650 per month automobile allowance, subject to
annual increases as may be determined by the Board of Directors. The
employment agreement may be terminated by mutual consent of the Company and Mr.
Adams or by the Company with or without cause. In the event Mr. Adams is
terminated by the Company without cause, Mr. Adams will be entitled to receive
severance pay equal to the greater of six months of his annual salary,
excluding any amounts for benefits or automobile allowance or an amount equal
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<PAGE>
to the then current per month Base Salary multiplied by the number of calendar
months remaining in the Agreement. In addition, the employment agreement
provides that in the event Mr. Adams is terminated other than "for cause" upon
a change of control, Mr. Adams will 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 November 1999.
In February 1997, the Company and Michael Zmuda entered into an at-will
employment agreement whereby Dr. Zmuda agreed to serve as Vice President of
Regulatory Affairs and Quality Systems of the Company and receive compensation
equal to $90,000 per year and a $850 per month automobile allowance, subject to
annual increases as may be determined by the Board of Directors. The
employment agreement may be terminated by the Company with or without cause.
In addition, the employment agreement provides that in the event Dr. Zmuda is
terminated other than "for cause" upon a change of control, he will 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.
OPTIONS GRANTED IN LAST FISCAL YEAR
No options were granted to named executive officers during the last fiscal
year. However, the following options were repriced during the fiscal year
ended June 30, 1997. The repricing was to compensate those officers for
entering into lock-up agreements during financing in the 1996 fiscal year,
which resulted in the expiration of significant options exercisable at $0.53
per share. All option grants and values have been adjusted to reflect the one-
for-two stock consolidation effected by the Company on June 14, 1996. No
officers or directors exercised any options during the year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
Percent of Total
Options Granted
Number of to Employees in Potential Realized Value at
Securities Fiscal Year Assumed Annual Rates of Stock
Underlying Exercise Base Price Appreciation for Option
Options Granted Price Expiration Term
Director ($/sh){1} Date 10%($){(2)} 5%($){(2)}
<S> <C> <C> <C> <C> <C> <C>
Philip Coelho 50,000 4.2% $ 2.3125{(3)} 5/29/01 $ 31,947 $ 70,589
Walter Ludt 50,000 4.2% $ 2.3125{(4)} 5/29/01 $ 31,947 $ 70,589
</TABLE>
FOOTNOTES TO TABLE
{(1)}The exercise price of the options repriced during fiscal year 1996 was
equal to the closing market price of the Company's common stock on the date
the option was repriced. All other terms remained the same.
{(2)}The 5% and 10% assumed rates of appreciation are mandated by the rules of
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of future common stock prices, or actual performance.
{(3)}Options were repriced on April 2,1997 at $2.3125.
{(4)}Options were repriced on April 2, 1997 at $2.3125.
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<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth executive officer 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 fiscal year executive officers.
<TABLE>
<CAPTION>
Number of Options Value of Unexercised
at FY end Options at FY End
Shares Acquired Value (Exercisable/ (Exercisable/
NAME OR EXERCISED REALIZED UNEXERCISABLE) UNEXERCISABLE){(1)}
<S> <C> <C> <C> <C>
Philip H. Coelho - - 425,000/ $ 235,275/
-0- $ -0-
Charles Griffiths - - 225,000/ $ 123,225/
-0- $ -0-
Walter Ludt, III - - 183,333/ $ 89,000/
-0- $-0-
</TABLE>
FOOTNOTES TO TABLE
{(1)} Based on June 30, 1997 year end closing bid price of $2.781 per share.
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<PAGE>
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: December 5, 1997
By: Philip H. Coelho,
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: December 5, 1997
By: Philip H. Coelho,
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
Dated: December 5, 1997
By: Renee Ruecker
Director of Finance
(Principal Financial Officer)
