SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB/A-2
[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.)
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: 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.
<PAGE> 1
PART II
ITEM 7. FINANCIAL STATEMENTS.
Page
Report of Independent Auditors 17
Balance Sheet at June 30, 1996 18
Statements of Operations for the
years ended June 30, 1996 and 1995 20
Statements of Shareholders' Equity
for the years ended June 30, 1996 and 1995 21
Statements of Cash Flows for the
years ended June 30, 1996 and 1995 22
Notes to Financial Statements 23
2
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
THERMOGENESIS CORP.
We have audited the accompanying balance sheet of THERMOGENESIS CORP. as of
June 30, 1996, and the related statements of operations, shareholders'
equity, and cash flows for the years ended June 30, 1996 and 1995. 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 THERMOGENESIS CORP. at
June 30, 1996 and the results of its operations and its cash flows for the
years ended June 30, 1996 and 1995, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Sacramento, California
September 17, 1996
<PAGE> 3
<TABLE>
<CAPTION>
THERMOGENESIS CORP.
Balance Sheet
June 30, 1996
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $1,243,079
Accounts receivable, net of allowance for doubtful
of $97,913 1,441,148
Inventory 2,137,198
Net investment in sales-type leases 31,882
Prepaid expenses 44,177
Total current assets 4,897,484
Equipment, at cost less accumulated depreciation
of $312,307 689,562
Long-term net investment in sales-type leases 50,716
Prepaid royalties, net of accumulated amortization
of $332,733 221,767
Leased equipment, net of accumulated depreciation
of $101,337 20,228
Other assets 57,383
$5,937,140
See accompanying notes.
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
THERMOGENESIS CORP.
Balance Sheet (Cont'd)
June 30, 1996
<CAPTION>
<S> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $931,944
Current portion of long-term capital lease obligations 124,050
Accrued payroll and related expenses 184,660
Customer deposits 35,891
Total current liabilities 1,276,545
Deferred rent 3,365
Long-term capital lease obligations 282,919
Commitments
Shareholders' equity:
Common stock, $.001 par value;
50,000,000 shares authorized:
12,708,967 issued and outstanding 12,709
Paid in capital in excess of par 10,744,530
Accumulated deficit (6,382,928)
Total shareholders' equity 4,374,311
$5,937,140
See accompanying notes.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
THERMOGENESIS CORP.
Statements of Operations
Years ended June 30, 1996 and 1995
1996 1995
<S> <C> <C>
Net sales $4,124,634 $3,311,880
Cost of sales 1,759,659 2,096,116
Gross profit 2,364,975 1,215,764
Development and distribution fees 60,000 280,000
Expenses:
General and administrative 426,318 334,028
Selling and marketing 1,173,254 827,269
Research and development 1,317,330 446,780
Issuance of stock options for services 60,000 -
Interest 41,454 -
Total expenses 3,018,356 1,608,077
Interest income 24,847 11,498
Other income 12,519
-
Net loss ($568,534) ($88,296)
Net loss per share ($0.05) ($0.01)
Shares used in computing
net loss per share 11,491,000 10,170,000
See accompanying notes.
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
THERMOGENESIS CORP.
Statements of Shareholders' Equity
Years Ended June 30, 1996 and 1995
PAID IN
CAPITAL ACCUMU- TOTAL
COMMON IN EXCESS LATED SHAREHOLDERS
STOCK OF PAR DEFICIT EQUITY
<S> <C> <C> <C> <C>
Balance at June 30, 1994 $ 10,166 $ 7,786,569 $ (5,726,098) $ 2,070,637
Issuance of 10,000 common
shares for exercise of options 10 10,590 - 10,600
Issuance of 2,352 common
shares for patent services 2 7,640 - 7,642
Net loss - - (88,296) (88,296)
Balance at June 30, 1995 10,178 7,804,799 (5,814,394) 2,000,583
Issuance of 5,000 common
shares for exercise of options 5 5,295 - 5,300
Issuance of 2,200,000 common
shares in private placement 2,200 1,896,012 - 1,898,212
Issuance of 326,250 common
shares for exercise of warrants 326 978,424 - 978,750
Issuance of options for services - 60,000 - 60,000
Net loss - - (568,534) (568,534)
Balance at June 30, 1996 $ 12,709 $ 10,744,530 $ (6,382,928) $ 4,374,311
See accompanying notes.
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
THERMOGENESIS CORP.
Statements of Cash Flows
Years Ended June 30, 1996 and 1995
Increase (Decrease) in Cash and Cash Equivalents
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss ($568,534) ($88,296)
Adjustments to reconcile net loss to
net cash provided(used) by operating activities:
Depreciation and amortization 190,356 162,811
Issuance of stock options for services 60,000 -
Net changes in operating assets and liabilities:
Accounts receivable (790,908) 198,912
Allowance for doubtful accounts 25,000 14,458
Investment in sales type leases 39,593 (37,496)
Inventory (1,122,889) (460,222)
Prepaid expenses (34,466) 34,235
Other assets (39,096) -
Accounts payable and
accrued liabilities 419,013 199,514
Accrued payroll and related
expenses 129,314 (7,320)
Customer deposits 16,368 (34,156)
Deferred revenue (60,000) 60,000
Deferred rent (11,091) 14,456
Total adjustments (1,178,806) 145,192
Net cash provided (used) by operating activities (1,747,340) 56,896
Cash flows from investing activities:
Capital expenditures (152,547) (139,742)
Sale of investment - 45,000
Investment in leased equipment - (2,200)
Net cash used in investing activities (152,547) (96,942)
Cash flows from financing activities:
Principal payments on long-term lease obligations (65,261) -
Issuance of common stock 2,882,262 18,242
Net cash provided by financing activities 2,817,001 18,242
Net increase (decrease) in cash and cash equivalents 917,114 (21,804)
Cash and cash equivalents at beginning of period 325,965 347,769
Cash and cash equivalents at end of period $1,243,079 $325,965
</TABLE>
See accompanying notes.
<PAGE> 8
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
THERMOGENESIS CORP. (the Company) was incorporated in Delaware on
September 26, 1986. The Company designs and sells devices which utilize
its proprietary thermodynamic technology for the processing of biological
substances including the cryopreservation, thawing and harvesting of blood
components (THERMOGENESIS Proprietary Technology). Currently, the Company
is manufacturing six core line, FDA Class I thermodynamic devices which
are being sold to the blood collection industry with FDA permission. Other
potential applications for the technology include medical and
pharmaceutical uses, and industrial applications. During fiscal 1988
through 1996, the Company has focused on refining product design of the
core line products and developing a pipeline of five FDA Class II devices
which utilize sterile disposable containers for processing of the blood
components.
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 at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
INVENTORY
Inventory is stated at the lower of cost (first-in first-out basis) or
market and consists of the following at June 30, 1996:
Raw materials $1,273,889
Work in process 1,490
Finished goods 861,819
Total $2,137,198
<PAGE> 9
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
EQUIPMENT
Depreciation is computed under the straight-line method over the useful
lives of 3 to 10 years.
In 1995, the Financial Accounting Standards Board released the Statement of
Financial Accounting Standards No. 121 (SFAS 121), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of." SFAS 121 requires recognition of impairment of long-lived assets in
the event the net book value of such assets exceeds the future undiscounted
cash flows attributable to such assets. SFAS 121 is effective for fiscal
years beginning after December 15, 1995. Adoption of SFAS is not expected
to have a material impact on the Company's financial position or results of
operations.
PREPAID ROYALTIES
Prepaid royalties are amortized on a straight line basis over an estimated
useful life of 10 years.
NET INVESTMENT IN SALES-TYPE LEASE
The net investment in sales-type leases consists of the following at June
30, 1996:
Total minimum lease payments receivable $91,888
Less unearned interest (9,290)
Net investment in sales type leases $82,598
<PAGE> 10
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
INCOME TAXES
The liability method is used for accounting for income taxes. Under this
method, deferred tax assets and liabilities are determined based on
differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse. The Company
uses the flow-through method to account for income tax credits.
NET LOSS PER SHARE
Net loss per share is computed by dividing the net loss by the weighted
average number of common shares outstanding.
SUPPLEMENTAL CASH FLOW INFORMATION
Year ended Year ended
June 30, 1996 June 30, 1995
Cash paid for state income taxes $ - 1,600
Cash paid for interest 41,454 -
THE COMPANY INCURRED APPROXIMATELY $472,000 IN CAPITAL LEASE OBLIGATIONS
FOR THE PURCHASE OF EQUIPMENT DURING THE YEAR ENDED JUNE 30, 1996.
<PAGE> 11
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
REVENUE RECOGNITION
Revenues from the sale of the Company's products are recognized at the time
of shipment.
CREDIT RISK
The Company manufactures and sells thermodynamic devices principally to the
blood component processing industry and performs ongoing evaluations of the
credit worthiness of its customers. The Company believes that adequate
provisions for uncollectible accounts have been made in the accompanying
financial statements.
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation in accordance with the
intrinsic value method prescribed by APB 25, "Accounting for Stock Issued
to Employees" ("APB 25"). Under the intrinsic value-based method,
compensation cost is the excess, if any, of the quoted market price or fair
value of the stock at the grant date or other measurement date over the
amount an employee must pay to acquire the stock.
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards 123, Accounting for Stock-Based
Compensation" ("SFAS 123"),which is effective for the Company in fiscal
1997. SFAS 123 allows companies the option of estimating and recognizing
compensation cost under the provisions of APB 25, or alternatively, by
estimating and recognizing stock-based compensation using a "fair value"
based methodology. Under the fair value based method, compensation cost is
estimated at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting period.
The Company anticipates that it will continue the use of the intrinsic
value method for accounting for stock-based compensation, and accordingly,
the adoption of SFAS 123 is not expected to have a significant effect on
the Company's financial condition or results of operations.
2. SHAREHOLDERS' EQUITY
On May 29, 1996, the Company's Board of Directors approved to amend the
Certificate of Incorporation to effect a one-for-two reverse stock split
which was effective on June 14, 1996 to holders of record on June 14, 1996.
The authorized shares of common stock was unchanged and remained at
50,000,000. All share and per share data have been restated for all
periods presented to reflect the reverse stock split.
<PAGE> 12
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
2. SHAREHOLDERS' EQUITY (CONT'D)
COMMON STOCK
The Company completed a private placement of 2,200,000 common shares on
December 9, 1995 and received $1,890,212 net of expenses. The placement
consisted of 88 units. Each unit consisted of 25,000 common shares and
6,250 warrants to purchase common shares at $3.00 per share for six months.
The Company filed a registration statement covering the shares issued
within 90 days of completion of the offering as required by the terms of
the financing.
WARRANTS
In conjunction with the above placement, warrants to purchase 550,000
common shares of the company at $3.00 per share were issued. At June 30,
1996, 326,250 warrants were exercised, 180,000 were exercised before the
expiration date of July 31, 1996 and the remaining 43,750 warrants expired.
In conjunction with the placement of Series C Preferred stock in 1993, the
placement agent, Paradise Valley Securities, received warrants to purchase
42,500 shares of the Company's common stock at $1.20 per share. The
warrants expire in February 1998.
STOCK OPTIONS
The Company has issued options to purchase shares of common stock pursuant
to its Amended 1994 Stock Option Plan. These options are granted at prices
which are equal to 100% of the fair market value on the date of grant, and
expire over a term not to exceed ten years. Options generally vest rateable
over a five year period. A summary of activity of the Plan follows:
Number of
Available Shares
For grant Outstanding Price Per Share
Balance at June 30, 1994 255,000 945,000 $1.06-$2.70
Options canceled 67,500 (67,500) $2.70
Options exercised - (10,000) $1.06
Balance at June 30, 1995 322,500 867,500 $1.06-$2.70
Options granted (606,000) 606,000 $1.64-$3.88
Options canceled 304,167 (304,167) $1.06-$2.32
Options exercised - (5,000) $1.06
Balance at June 30, 1996 20,667 1,164,333 $1.64-$3.88
Options for 1,048,667 shares are exercisable at June 30, 1996.
<PAGE> 13
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
2. SHAREHOLDERS' EQUITY (CONT'D)
STOCK OPTIONS (CONT'D)
On May 29, 1996, the Company issued options to purchase 100,000 common
shares of the Company for consulting services. The exercise price is equal
to the market value of $4.25 per share on the date of grant. Accordingly,
the Company has recorded consulting expense recognizing the estimated fair
value of the options of $60,000.
3. COMMITMENTS
PURCHASE AND ROYALTY COMMITMENTS
In July 1990 the Company acquired the THERMOGENESIS Proprietary Technology
including but not limited to all patents, drawings, know-how, trademarks
and trade names and prepaid all future royalties for a total consideration
which was recorded at $554,500. This amount represents the present value of
the future royalty payment obligation. The consideration was comprised of
$50,000 cash, a 10% four year convertible note for $200,000 and 900,000
shares of the Company's common stock. The transaction has been accounted
for as a prepayment of future royalties and is being amortized on a
straight line basis over an estimated useful life of 10 years.
OPERATING LEASES
The Company leases its manufacturing and research and development
facilities, and its corporate, and sales and marketing facilities, pursuant
to operating leases. The annual obligations under these leases are as
follows:
1997 $101,976
1998 80,106
1999 52,860
2000 22,025
$256,967
Rent expense was $78,587 in 1996 and $53,560 in 1995.
<PAGE> 14
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
3. PURCHASE AND ROYALTY COMMITMENTS (CONT'D)
CAPITAL LEASES
The Company leases certain equipment under capital leases. As of June 30,
1996, the following amounts are included in equipment as assets under these
capital leases:
Cost $ 472,230
Less: accumulated amortization 48,555
Net assets under capital leases $ 423,675
The future minimum lease payments under these capital leases along with the
present value of the minimum lease payments as of June 30, 1996 are as
follows:
1997 $183,912
1998 183,912
1999 110,236
2000 27,559
2001 24,314
Total minimum lease payments 529,933
Less amount representing interest 122,964
Present value of minimum lease payments 406,969
Less: current portion of long-term capital lease
obligations 124,050
Long-term capital lease obligations $282,919
<PAGE> 15
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
4. RELATED PARTY TRANSACTIONS
Transactions and balances with related party shareholders or companies
owned in whole or in part by related party shareholders are as follows at
June 30 and for the years then ended:
1996 1995
Marketing expense, salaries $99,536 $123,277
5. MAJOR CUSTOMERS AND FOREIGN SALES
During the fiscal year ended June 30, 1996, sales to the American Red Cross
regional centers, Asahi Medical Co. Ltd. Japan, Centeon, Melville
Biological and Hemotech Sa. represented 10%, 10%, 9%, 7%, and 7%,
respectively of the Company's total revenues and export sales were 41% of
total revenues. During fiscal 1995, sales to four major customers accounted
for 10%, 5%, 4% and 3%, respectively and foreign sales were 55% of total
revenues.
<PAGE> 16
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
6. DEVELOPMENT AND DISTRIBUTION FEES
In July 1993, the Company exclusively licensed to the newly formed blood
division of the Stryker Corporation the rights to market and distribute the
Company's proprietary system for the intraoperative harvesting of autologous
fibrinogen-rich cryoprecipitate (now called the CryoSeal<trademark> System)
for use as a
hemostatic agent and tissue sealant for which the Company had applied for a
patent. In fiscal 1994, the Company received a development fee of $250,000
payable over twelve months and a royalty agreement payable on all sales of
equipment and associated disposable products. As the system was still in
the prototype stage there were no sales of the product by Stryker.
In January 1994, the Company and Stryker filed for FDA 510K permission to
utilize the fibrinogen rich cryoprecipitate harvested by the system for
surgical hemostasis and as a tissue adhesive. Subsequently, the FDA
declined to approve the autologous fibrinogen-rich cryoprecipitate sourced
from the system for the claims requested in the 510K application.
By September, 1995, Stryker decided to dissolve their Blood Division and
agreed to terminate their license agreement with the Company and to provide
the Company all of their prototypes and documentation for the
CryoSeal<trademark> device and disposables for a 7% royalty which declines
over time. No royalties have been paid to date under the new agreement.
On September 12, 1996, after an intensive year long engineering development
to improve the manufacturability and performance of the CryoSeal<trademark>
system, the Company filed an amended 510K with the FDA as a system for the
rapid automated preparation of cryoprecipated AHF.
SALE OF DISTRIBUTION RIGHTS FOR BIOARCHIVE<trademark> FREEZER SYSTEM
In June 1995, the Company sold the Japanese distribution rights to LN2
BioArchive<trademark> System and the Vial BioArchive<trademark> System to
Daido-Hoxan, Japan for $350,000. Of the $350,000, $280,000 was received at
the time of signing the agreement and is non-refundable, and $70,000 was
due when the Company delivered a prototype of the Vial
BioArchive<trademark> System. The Company has recognized $280,000 of
revenue and offset $10,000 in expenses in fiscal 1995 and recognized
$60,000 of revenue in fiscal 1996.
<PAGE> 17
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
7. SALE OF LICENSE RIGHTS FOR CRYOSEALANT<trademark> SYSTEM
In June 1996, the Company entered into an exclusive manufacturing and
distribution agreement for the territory of Japan for the
CryoSealant<trademark> System with Asahi Medical Co., Ltd., of Japan, a
division of Asahi Chemical. Asahi Medical is a leading supplier of
artificial kidneys, blood purification systems and leukocyte removal
systems. Under the terms of the agreement, Asahi will manufacture the CP-1
disposable processing container, purchase the CS-1 device and SA-1 and DA-1
surgical applicators from the Company, and market the
CryoSealant<trademark> system in Japan. The Company received a $400,000
license fee, a commitment from Asahi to purchase the CryoSealant<trademark>
system and related fibrin applicators from the Company and a 10% royalty on
the sale of the CP-1 container. The Company has recognized $400,000 of
revenue for the license fee in fiscal 1996.
8. INCOME TAXES
The reconciliation of federal income tax attributable to operations
computed at the federal statutory tax rates (34%) to income tax expense is
as follows:
JUNE 30, 1996 JUNE 30, 1995
Statutory federal income benefit $ (197,000) $(30,000)
Net operating loss with no tax benefit 197,000 30,000
Total federal income tax $ - $ -
At June 30, 1996, the Company had net operating loss carryforwards for
federal and state income tax purposes of approximately $5,882,000 and
$2,519,000 respectively, that are available to offset future income. The
loss carryforwards expire between the years 1998 and 2011 for federal and
state income tax purposes.
At June 30, 1996, the Company has research and experimentation credit
carryforwards of approximately $63,000 for federal tax purposes that expire
between the years of 2002 and 2008 and $39,000 for state income tax
purposes that do not have an expiration date.
<PAGE> 18
THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
June 30, 1996
8. INCOME TAXES (CONT'D)
Significant components of the Company's deferred tax assets and liabilities
for federal and state income taxes as of June 30, 1996 and June 30, 1995
are as follows:
JUNE 30, 1996 JUNE 30, 1995
Deferred tax assets:
Net operating loss carryforwards $2,154,000 $1,963,000
Research credits 102,000 75,000
Other 137,000 87,000
Total deferred taxes 2,393,000 2,125,000
Valuation allowance for deferred tax assets(2,393,000) (2,125,000)
Net deferred taxes $ - $ -
Because of the "change of ownership" provisions of the Tax Reform Act of
1988, a portion of the Company's federal net operating loss and credit
carryovers may be subject to an annual limitation regarding their
utilization against taxable income in future periods. The Company expects
that this limitation should not have a material adverse effect on the
Company's ability to utilize the net operating loss and credit carryovers
prior to the expiration of the carryover periods.
9. SUBSEQUENT EVENTS
On July 30, 1996, the Company entered into an agreement with On-Time
Manufacturing, Inc., a current vendor, to produce up to $2,500,000 of
product for the Company. Under the terms of the agreement, On-Time can
elect to receive payment in restricted common stock of the Company at a
25% discount from the market price on the date the election to receive
stock is made. If under the terms of the agreement On-Time elects to
receive stock, the Company will, in accordance with generally accepted
accounting principles, expense the 25% discount from market price through
operations. On July 30, 1996, On-Time elected to convert $225,000 of
existing payables from the Company to common stock. The Company is not
obligated to purchase product that is not required or at a price that is
not competitive and built to all required standards.
<PAGE> 19
PART III
THERMOGENESIS CORP.
Index to Exhibits
Exhibit Description
- ------- --------------------------------
3.1 (a) Amended and Restated Certificate of Incorporation (5)
(b) Amended Bylaws (5)
10.1 (a) Letter of Agreement between Liquid Carbonic, Inc.
Canada and THERMOGENESIS CORP. (2)
(b) Letter of Agreement between Fujitetsumo USA and
THERMOGENESIS CORP. (2)
(c) Letter of Agreement between Fujitetsumo
Japan and THERMOGENESIS CORP. (2)
(d) Letter of Agreement between THERMOGENESIS
CORP.and Liquid Carbonic, Inc. Sale of Convertible Debenture(3)
(e) License Agreement between Stryker Corp. and
THERMOGENESIS CORP. (7)
(f) Lease of Office and Mfg. Space (5)
(g) Executive Development and Distribution Agreement
between THERMOGENESIS and Daido Hoxan Inc. (4)
(h) Administrative Office Lease (8)
(i) Employment Agreement for Philip H. Coelho (9)
(j) Employment Agreement for Charles de B. Griffiths (9)
(k) Employment Agreement for Walter Ludt (9)
(l) Manufacturing and License Agreement between
On-Time Manufacturing and THERMOGENESIS (9)
(m) License and Distribution Agreement between Asahi
Medical and THERMOGENESIS CORP. (10)
23.1 Consent of Ernst & Young, LLP (9)
<PAGE> 20
FOOTNOTES TO INDEX
(1) Incorporated by reference to Registration Stmt No. 33-12210-A of
THERMOGENESIS, CORP. filed on June 4, 1987.
(2) Incorporated by reference to Registration Statement No. 33-37242 of
THERMOGENESIS, CORP. filed on Feb. 7, 1991.
(3) Incorporated by reference to Form 8-K for July 19, 1993
(4) Incorporated by reference to Form 8-K for June 9, 1995.
(5) Incorporated by reference to Form 10-KSB for the year ended June 30,
1994
(6) Incorporated by reference to Form 10-KSB for the year ended June 30,
1995
(7) Incorporated by reference to Form 8-K for September 27, 1995
(8) Incorporated by reference to Form 10-QSB for the quarter ended
December 31, 1995
(9) Incorporated by reference to Form 10-KSB for the year ended June
30, 1996.
(10) Incorporated by reference to Form 8-K for May 29, 1996
<PAGE> 21
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: ____________
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: ___________
By: Philip H. Coelho,
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
_________________________________________ Dated: ___________
By: Walter J. Ludt, III
Chief Operating Officer
(Principal Operating Officer)
<PAGE> 22
