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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A
(Mark One)
[x] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended September 30, 1997
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from _________ to _________
Commission File Number: 0-16128
BIODYNAMICS INTERNATIONAL, INC.
(Name of Small Business Issuer in Its Charter)
FLORIDA 59-3100165
(State of Incorporation) (IRS Employer Identification No.)
1719 ROUTE 10, PARSIPPANY, NEW JERSEY 07054
(Address of Principal Executive Offices, Zip Code)
(973) 359-8444
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The issuer's revenues for the fiscal year ended September 30, 1997 were
$8,691,000.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates (approximately 1,664,374 shares), computed by reference to the
average bid and asked prices of such common equity, was approximately
$1,880,743.00 as of January 30, 1998.
As of January 30, 1998, there were approximately 5,313,810 shares outstanding of
the issuer's Common Stock, par value $.01 per share.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
DOCUMENTS INCORPORATED BY REFERENCE
None.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
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<CAPTION>
(a) Index to Exhibits
<S> <C>
3.2 Articles of Incorporation of Registrant.**
3.3 Articles of Amendment to Articles of Incorporation
Establishing Series A Preferred Stock.*
3.4 Articles of Amendment to Articles of Incorporation
Establishing Series B Preferred Stock.*
3.5 Articles of Amendment to Articles of Incorporation
Establishing Series C Preferred Stock.*
3.6 Articles of Amendment to Articles of Incorporation
Increasing the Number of Authorized Shares.*
3.7 Articles of Amendment to Articles of Incorporation
Amending the Terms of the Series C Preferred Stock.*
3.8 Articles of Amendment to Articles of Incorporation
Effecting the Reverse Stock Split.*
10.1 Convertible Debenture Loan Agreement, dated November 11, 1997,
by and between Biodynamics International, Inc., and its Wholly-
Owned Subsidiaries, and Renaissance Capital Partners II, Ltd.*
10.2 Nine Percent (9%) Convertible Debenture of Biodynamics
International, Inc., Issued to Renaissance Capital Partners II,
Ltd., dated November 11, 1997.*
10.3 Second Amendment to Security Agreement, dated December 31, 1997,
by Biodynamics International, Inc., for the benefit of
Renaissance Capital Partners II, Ltd.*
10.4 Second Amendment to Security Agreement (Stock Pledge Agreement),
dated December 31, 1997, by Biodynamics International, Inc.,
for the benefit of Renaissance Capital Partners II, Ltd.*
10.5 Joint Venture Agreement between Biodynamics International, Inc.
and Texas Medical Products dated November 1, 1990.*
10.6 Employment Agreement between Biodynamics International, Inc.
and Karl H. Meister, dated June 12, 1996.*
21 Subsidiaries of Registrant.*
23 Consent of Independent Auditors
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27 Financial Data Schedule.*
* Document incorporated by reference from previous Form 10-KSB
filings.
** Document incorporated by reference from Exhibit 2 of Registration
Statement, on Form 20-F, of American Biodynamics, Inc., effective
October 2, 1987.
(b) Reports on 8-K
Report on (i) Japanese Ministry of Health Bans Use of Human Dura Mater
Tissue, and (ii) Execution of Dura Mater Recovery Agreement with
Musculoskeletal Transplant Foundation - Filed April 9, 1997.
Report on Working Capital Negotiations - Filed August 5, 1997.
Report on Working Capital Negotiations - Filed September 2, 1997.
Mr. Laurie Rostron resigns from Board - Filed September 2, 1997.
Report on Recapitalization Agreement - Filed September 16, 1997.
2
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SIGNATURES
In accordance with the Section 13 of the Securities Exchange Act of 1934,
as amended, the registrant has caused this report to be signed on behalf by the
undersigned, thereunto duly authorized.
Date: March 2, 1998
BIODYNAMICS INTERNATIONAL, INC.
/s/ Karl H. Meister
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Karl H. Meister
President, Chief Executive and Financial Officer
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities indicated.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
- ----------------------------- Director
G. Russell Cleveland
/s/ Charles C. Dragone Director March 2, 1998
- -----------------------------
Charles C. Dragone
Director
- -----------------------------
Dr. J. Harold Helderman
/s/ Karl H. Meister Director March 2, 1998
- -----------------------------
Karl H. Meister
/s/ Elroy G. Roelke Director March 2, 1998
- -----------------------------
Elroy G. Roelke
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Biodynamics International, Inc. on Form S-8 of our report dated January 30,
1998, appearing in the Annual Report on form 10-KSB of Biodynamics
International, Inc. for the year ended September 30, 1997.
/s/ Deloitte and Touche LLP
Parsippany, NJ
February 23, 1998
