SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 30, 1995
BELMAC CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)
Florida 1-10581 59-1513162
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4830 West Kennedy Boulevard, Suite 550, Tampa, FL 33609
(Address of Principal Executive Offices) (Zip Code)
(813) 286-4401
(Registrant's Telephone Number, Including Area Code)
-1-
<PAGE>
ITEM 5. OTHER EVENTS.
A. In September 1995 the Registrant issued and sold to certain
purchasers in a private placement (the "First Offering"), for an aggregate
purchase price of $720,000, 120,000 shares of its common stock, $.02 par value
(the "Common Stock"), and 12% promissory notes in the aggregate principal amount
of $720,000 (the "Notes") which become payable in full upon the earlier of July
31, 1996 or the closing of a public offering of the Registrant's securities (a
"Public Offering"). The Notes are convertible into shares of Common Stock, at
the option of the holders thereof, at a conversion price of $3.00 per share, for
an aggregate of up to 240,000 shares of Common Stock. The Notes are subject to
mandatory conversion if no Public Offering is completed by July 31, 1996. Copies
of the forms of Subscription Agreement and Investment Letter and 12% Convertible
Subordinated Promissory Note between the Registrant and each purchaser in
connection with the First Offering are filed as Exhibits 4.1 and 4.2,
respectively, to this Report on Form 8-K and the foregoing discussion thereof is
qualified in its entirety by reference thereto.
B. In October 1995 the Registrant issued and sold to certain
purchasers in a private placement (the "Second Offering", and, together with the
First Offering, the "Offerings"), for an aggregate purchase price of $1,050,000,
131,250 shares of Common Stock and 12% promissory notes in the aggregate
principal amount of $1,050,000 (the "A Notes") which become payable in full upon
the earlier of September 30, 1996 or the completion of a Public Offering. The A
Notes are subject to mandatory conversion, at a conversion price equal to the
average closing price for the Common Stock quoted on the American Stock Exchange
for the five trading days immediately preceding September 30, 1996, if no Public
Offering is completed by September 30, 1996. Copies of the forms of Subscription
Agreement and Investment Letter and 12% Convertible Subordinated Promissory Note
between the Registrant and each purchaser in connection with the Second Offering
are filed as Exhibits 4.3 and 4.4, respectively, to this Report on Form 8-K, and
the foregoing discussion thereof is qualified in its entirety by reference
thereto.
C. Reference is made to the press release issued by the
Registrant on November 3, 1995 (which is filed as Exhibit 99.1 to this Report on
Form 8-K and is incorporated herein by reference) respecting the Offerings.
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements: not applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits:
Exhibit Number Description
- -------------- -----------
4.1 (1) Form of Subscription Agreement and Investment Letter
between the Registrant and each purchaser in connection
with the Registrant's First Offering.
4.2 Form of 12% Convertible Subordinated Promissory Note
made by the registrant for the benefit of each purchaser
in connection with the Registrant's First Offering.
4.3 (1) Form of Subscription Agreement and Investment Letter
between the Registrant and each purchaser in connection
with the Registrant's Second Offering.
4.4 Form of 12% Convertible Subordinated Promissory Note
made by the registrant for the benefit of each purchaser
in connection with the Registrant's Second Offering.
99.1 Press Release issued November 3, 1995 by the Registrant.
__________________________
(1) The exhibits to Exhibits 4.1 and 4.3 have been omitted and the Registrant
undertakes to provide them to the Securities and Exchange Commission upon
request.
-3-
<PAGE>
S I G N A T U R E
-----------------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BELMAC CORPORATION
(Registrant)
Date: November 28, 1995 By: /s/ Michael D. Price
--------------------
Michael D. Price
Vice President & Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page Number
- -------------- ----------- -----------
4.1 (1) Form of Subscription
Agreement and
Investment Letter
between the Registrant
and each purchaser in
connection with the
Registrant's First
Offering.
4.2 Form of 12% Convertible
Subordinated Promissory
Note made by the
registrant for the benefit
of each purchaser in
connection with the
Registrant's First
Offering.
4.3 (1) Form of Subscription
Agreement and
Investment Letter
between the Registrant
and each purchaser in
connection with the
Registrant's Second
Offering.
-5-
<PAGE>
4.4 Form of 12% Convertible
Subordinated Promissory
Note made by the
Registrant for the benefit
of each purchaser in
connection with the
Registrant's Second
Offering.
99.1 Press Release issued
November 3, 1995 by the
Registrant.
_____________________________
(1) The exhibits to Exhibits 4.1 and 4.3 have been omitted and the Registrant
undertakes to provide them to the Securities and Exchange Commission upon
request.
-6-
<PAGE>
EXHIBIT 4.1
<PAGE>
SUBSCRIPTION AGREEMENT
AND INVESTMENT LETTER
- ----------------
Date
To the Board of Directors
Belmac Corporation
One Urban Centre, Suite 550
4830 West Kennedy Boulevard
Tampa, Florida 33609-2517
Re: Subscription to Purchase Private
Placement Units of Belmac Corporation
-------------------------------------
Gentlemen:
This will acknowledge that the undersigned hereby agrees to irrevocably
purchase from Belmac Corporation (the "Company" or "Belmac"), a corporation
organized under the laws of the State of Florida in February 1974, ____________
unit(s) (collectively the "Units") at a price of $60,000 per Unit. The Unit(s)
to be purchased by the undersigned is (are) part of a private placement of
securities (the "Private Placement") by the Company of up to 12 Units which is
being effected on an best efforts basis by the Company. Accordingly, there is no
minimum number of Units that must be sold in order for the Private Placement to
become effective. The Company reserves the right to sell fractions of a Unit.
If all of the Units are sold, the Company will receive an aggregate of
$720,000 less the expenses of this Private Placement which management estimates
will approximate $100,000, including the fee payable to Coleman & Company
Securities, Inc. ("Coleman") described below. Coleman, a member of the New York
Stock Exchange, is acting as the placement agent for the Company in placing this
Private Placement. Coleman will receive a fee equal to 10% of the aggregate
purchase price of the Units sold plus an advance against future fees in an
amount equal to 10% of the aggregate purchase price of any additional Units
beyond the first eight which are sold. The Private Placement will terminate on
the sooner to occur of the sale of all of the Units or September 17, 1995,
unless extended for an additional 15 days by the mutual consent of the Company
and Coleman. The undersigned understands that the information provided to him
with respect to the Company has not been independently verified by Coleman.
Accordingly, there is no representation by Coleman as to the completeness or
accuracy of such information.
Initial ____
Page 1 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
Payment for the Units shall be made by check, payable to Citibank
N.A.-Belmac Corporation Escrow Account, and delivered to Coleman, together with
an executed copy of this Subscription Agreement and Investment Letter. Payment
may be made by wire transfer pursuant to instructions available on request from
Coleman.
Each Unit consists of a note (collectively, the "Notes") in the
principal amount of $60,000, bearing interest at the annual rate of 12% payable
quarterly, and 10,000 shares (the "Unit Shares") of the Company's common stock
(the "Common Stock"). The Notes and Unit Shares will be immediately detachable.
The undersigned understands that the Company is in the process of
effecting a one for ten reverse split of its Common Stock. Accordingly, the Unit
Shares and any shares of Common Stock into which the Note may be converted as
provided herein will be issued only upon completion of the reverse split and
listing such shares on the American Stock Exchange. All numbers of shares
referred to herein assume completion of the reverse split.
The principal of each Note is due and payable on the closing of a
Public Offering (as defined below). In the event that a Public Offering is not
completed by July 31, 1996, the principal of each Note will be converted
automatically into Common Stock at a price of $3.00 per share. The Company will
pay all accrued but unpaid interest to the Note holder on the conversion date.
The Notes will not be secured and will be subordinated to all "Senior
Debt" as that term is defined therein. The Notes will not be personally
guaranteed and there will be no sinking fund, trustee or indenture with respect
thereto.
The principal of each Note will be immediately convertible at the
option of the holder thereof into Common Stock at the price of $3.00 per share
upon 15 days notice to the Company. Interest accrued but unpaid at the time a
holder voluntarily converts his Note will be forgiven. The undersigned
understands that if a Public Offering is not completed by July 31, 1996, he will
be required to convert the principal of his Note into Common Stock at a price of
$3.00 per share. The conversion price is subject to adjustment in accordance
with the terms of the anti-dilution provisions set forth in the Notes.
The undersigned understands that the Company and Coleman
are contemplating a public offering (the "Public Offering") subsequent
to the completion of the Private Placement. Any
Initial ____
Page 2 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
registration statement ("Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") will include provisions
for the registration of the Unit Shares and the shares of Common Stock
underlying the Nots (the "Underlying Shares"). The undersigned acknowledges that
no assurance can be given that the Registration Statement, if filed, will be
declared effective by the Commission or, if it is, that the Public Offering will
ever be successfully completed. Accordingly, he warrants and represents to the
Company that he is purchasing the Units without relying on the occurrence of the
Public Offering.
If the Registration Statement is not filed, or if filed and is not
declared effective, the holders of a majority of the Unit Shares and the
Underlying Shares will have the right, on one occasion only through December 31,
1997, to demand that the Company register the Unit Shares and Underlying Shares
with the Securities and Exchange Commission (the "Commission") and use its best
efforts to have such registration statement declared effective.
The undersigned is aware that the Company will use the net proceeds of
this Private Placement, which management estimates will approximate $620,000 if
all of the Units are sold, primarily for payment of general and administrative
expenses and working capital. To the extent that less than all of the Units are
sold, less money will be available for these purposes. The undersigned
understands and acknowledges that the Company will be required to obtain
additional financing, such as that contemplated by the Public Offering, in order
to continue to operate its business over the next 12 months.
The undersigned acknowledges that the Units, and the underlying Notes
and Unit Shares (the "Underlying Securities") he is purchasing, as well as any
Underlying Shares into which the Notes may be converted, have not been
registered under the Act or qualified under applicable state securities laws and
that the transferability thereof is restricted by the registration provisions of
the Act as well as such state laws. Based upon the representations and
agreements being made by him herein, the Units and Underlying Securities are
being sold to him pursuant to an exemption from such registration provided by
Sections 4(2) and 4(6) of the Act and applicable state securities law
qualification exemptions. The undersigned further acknowledges that the basis
for the exemption may not be available if, notwithstanding such representations,
he intends merely acquiring these securities for a fixed or determinable period
in the future, or for a market rise, or for sale if the market does not rise.
The undersigned represents and warrants that he does not have any such
intention. The undersigned agrees that the documentation representing the
Underlying Securities to be received by him, as well as the certificates
representing any Underlying Shares into which the Notes may be
Initial ____
Page 3 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
converted, will bear a legend indicating that transfer of these securities is
restricted by reason of the fact that they have not been so registered or
qualified.
The undersigned represents that he is acquiring the Units and
Underlying Securities solely for his own account as principal and not as a
nominee or agent, for investment purposes only and not with a view to resale or
other distribution or fractionalization thereof, nor with the intention of
selling,transferring or otherwise disposing of all or any part of such
securities for any particular event or circumstance, except selling,
transferring or disposing of them upon full compliance with all applicable
provisions of the Act, the Securities Exchange Act of 1934 (the "Exchange Act"),
the Rules and Regulations promulgated by the Commission thereunder, and any
applicable state securities laws. The undersigned further understands and agrees
that the securities may be sold only if they are subsequently registered under
the Act and qualified under any applicable state securities laws or, in the
opinion of the Company's counsel, an exemption from such registration and
qualification is available, and that any routine sales of securities made in
reliance upon Rule 144 promulgated by the Commission can be made only in the
amounts set forth in and pursuant to the other terms and conditions, including
applicable holding periods, of that Rule. He also understands that, except as
otherwise set forth herein, the Company is under no obligation to register the
Units or Underlying Securities on his behalf or to assist him in complying with
any exemption from registration under the Act.
The undersigned represents and warrants that he has received a copy of
the Note, the Company's Form 10-K for the year ended June 30, 1995, the
Company's Proxy statement for the Company's June 9, 1995 Annual Meeting, and the
Company's 1994 Annual Report, (collectively the "Information Documents") and
that he has read and understood these documents.
The undersigned also represents and warrants that he (i) has reviewed
such other documents as he deems necessary in order for him to make an informed
investment decision; and (ii) is fully aware of the Company's current business
prospects and weak financial condition as set forth below and in the Information
Documents. Except as may be provided in this Subscription Agreement and
Investment Letter and in the Information Documents, he warrants that no
representations, statements or inducements were made to him to purchase the
Units.
Based on the foregoing, the undersigned acknowledges that he is aware
that Belmac is an international pharmaceutical and healthcare company based in
Tampa, Florida, engaged primarily in the research, development, marketing
and distribution of pharmaceutical and healthcare products.
Initial ____
Page 4 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
The Company has chemical and pharmaceutical operations in France and Spain as a
result of its 1991 acquisition of Chimos S.A. and the establishment of a French
pharmaceutical subsidiary, Laboratoires Belmac S.A. (these two French entities
have since been merged into one entity named and referred to herein as "Chimos")
and the 1992 acquisition of Rimafar S.A. (subsequently renamed and referred to
herein as "Laboratorios Belmac"), respectively. The Company's operations in
France consist of the brokerage of chemicals and the marketing of the drug
Ceredase, manufactured by the Boston, Massachusetts-based Genzyme Corporation.
Ceredase is used in the treatment of Gaucher's Disease. The Company uses its
facility in Spain to manufacture, package and distribute both its own and other
companies' pharmaceutical products. The Company has expanded its healthcare
product distribution business into the United States through the establishment
of Belmac Healthcare Corporation, Belmac Hygiene, Inc. and Belmac Health Corp.
Belmac Healthcare Corporation markets disposable linens to emergency health
services. Research and development activities are conducted both in the United
States and Europe. The undersigned is also aware of the following:
1. HISTORY OF OPERATING LOSSES; ACCUMULATED DEFICIT; UNCERTAINTY OF
FUTURE FINANCIAL RESULTS. As of March 31, 1995, the Company had a cumulative
deficit of approximately $62,042,000. The Company has realized significant
losses in the past and could have quarterly and annual losses in the future. The
Company has only recently begun to generate significant revenue and has not
generated any profits from operations. The Company experiences quarter to
quarter fluctuations in revenues and profits and/or losses, some of which could
be significant. Consequently, the Company may continue to operate at a loss for
the foreseeable future and there can be no assurance that the Company's business
will ever operate on a profitable basis.
2. NO ASSURANCE OF SUCCESSFUL AND TIMELY DEVELOPMENT OF NEW PRODUCTS.
Although the Company was founded in 1974, it has only recently begun to generate
meaningful revenue from product-related sales. The Company has made significant
progress toward commercialization of specific products and has commenced
commercialization of others. The Company is now generating revenues from sales
of products of its subsidiaries Chimos and Laboratorios Belmac which, as noted
above, were acquired by the Company in August 1991 and February 1992,
respectively. Substantial amounts of time and financial and other resources will
be required to complete the development and clinical testing of the Company's
products currently under development including the tablet formulation of
Biolid(R), the Company's macrolide antibiotic. Although over the last several
months the Company has continued its existing limited research and development
program, due to its limited cash resources, it has suspended additional research
and development activities during such period pending receipt of additional
financing. There is no assurance that the Company will receive
Initial ____
Page 5 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
additional funding necessary to commence full research and development
activities or that it will otherwise succeed in developing any additional
products with commercially viable applications.
Although the Company has a number of products in various stages of
development, including pre-clinical and clinical trials, it has not yet
substantially marketed any of these products other than Biolid(R) in France, the
marketing of which has since been suspended (see "Risks Inherent in
Pharmaceutical Development; Dependence on Regulatory Approvals" below). There
can be no assurance that the Company will be able to develop large scale
production of any particular product for clinical trials or eventual commercial
production. The marketing of certain of the Company's products could be
adversely affected by delays in developing large-scale production processes,
developing or acquiring production facilities or obtaining regulatory approval
for such processes or facilities.
3. ADDITIONAL FINANCING REQUIREMENTS. Belmac's pharmaceutical products
being developed and which may be developed will require the investment of
substantial additional time as well as financial and other resources in order to
become commercially successful. Following the development period, the Company's
products will generally be required to undergo lengthy governmental approval
processes, including extensive clinical testing, followed by market development.
The Company's operating revenues and cash resources may not be sufficient over
the next several years for the commercialization by itself of all products
currently in development. Consequently, the Company may require additional
licenses or partners and/or additional financing. The Company believes that
careful management of its research and development activities, together with the
net proceeds from this Offering and the proposed Public Offering, will provide
sufficient liquidity to enable it to conduct its existing operations through the
end of 1995. Belmac further believes, however, that by controlling and managing
its expenses, the funds on hand together with the proceeds of this Offering and
the proposed Public Offering, the sale or license of certain of its assets which
are no longer a part of its strategic plan, or the entering into joint ventures
with other entities will be sufficient for it to continue its operations for the
foreseeable future. There can be no assurance, however, that the Company can
conclude such commercial arrangements or obtain additional capital when needed
on acceptable terms, if at all.
4. INDEPENDENT AUDITORS' REPORT. Because Belmac continues to sustain
losses, the opinion of its independent auditors with respect to its financial
statements will include an explanatory paragraph as to the uncertainty
of the Company's ability to continue as a going concern without
Initial ____
Page 6 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
additional funds. The ability of Belmac to continue as a going concern is
dependent upon the successful completion of this Private Placement and the
Public Offering and/or receiving sufficient revenue from its operations.
5. RISKS INHERENT IN PHARMACEUTICAL DEVELOPMENT; DEPENDENCE ON
REGULATORY APPROVALS. The process of creating, scaling-up, manufacturing and
marketing any new human pharmaceutical is inherently risky. There can be no
assurance that any drug under development will be safe and effective. Moreover,
pharmaceutical products are subject to significant regulation. Any human
pharmaceutical product developed by the Company would require the approval of
the Food and Drug Administration ("FDA") in the United States and similar
agencies in other countries. The process of obtaining these approvals is costly
and time-consuming, and there can be no assurance that such approvals will be
granted. In general, only a small percentage of new pharmaceutical products
achieve commercial success. Such governmental regulation may prevent or
substantially delay the marketing of the Company's products and may cause Belmac
to undertake costly procedures with respect to its research and development and
clinical testing operations which may furnish a competitive advantage to more
substantially capitalized companies which compete with the Company. In addition,
the Company is required in connection with a number of its activities, to comply
with local, state and federal regulations. Non-compliance with these regulations
could have a material adverse effect on the Company and/or prevent the
commercialization of the Company's products.
In 1994 the French regulatory authority requested further documentation
regarding the chemical process/characteristics of Belmac's sachet formulation of
Biolid(R). Until this additional information has been reviewed and approved, the
regulatory authority has requested that marketing of the product be suspended.
Although the Company regards this administrative action as unwarranted in view
of the existing safety and efficacy experience to date in France, it has
determined not to challenge the administrative decision in light of its
previously announced decision to develop the tablet formulation for Biolid(R).
The Company believes that the actions of the French regulatory agency should
have no bearing on the development of and approval process for a Biolid(R)
tablet formulation elsewhere, of which there can be no assurance. Once it
receives regulatory clearance, the Company intends to again evaluate its
alternatives regarding the sachet formulation, including the possibility of
seeking a licensee or buyer for the product's rights in France.
6. DEPENDENCY ON OTHERS. The Company relies on outside sources to
supply certain raw materials such as erythromycin ethyl succinate. The
Company relies on outside contractors for manufacturing of its products
in France and expects to rely at least partially on contract
Initial ____
Page 7 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
manufacturing in Spain and in other countries. The Company may also need to
utilize third parties for distribution of its products.
7. UNCERTAINTY OF PHARMACEUTICAL PRICING, PROFITABILITY AND RELATED
MATTERS. The levels of revenues and profitability of pharmaceutical companies
may be affected by the continuing efforts of governmental and third party payors
to contain or reduce the costs of health care through various means. For
example, in certain foreign markets pricing or profitability of prescription
pharmaceuticals is subject to government control. In the United States there
have been, and the Company expects that there will continue to be, a number of
federal and state proposals to implement similar government control. While
Belmac cannot predict whether any such legislative or regulatory proposals will
be adopted, the adoption of such proposals could have a material adverse effect
on the Company's business, financial condition and profitability. In addition,
in both the United States and elsewhere, sales of prescription pharmaceuticals
are dependent in part on the availability of reimbursement to the consumer from
third party payors, such as government and private insurance plans. Third party
payors are increasingly challenging the prices charged for medical products and
services. If the Company succeeds in bringing one or more products to the
market, there can be no assurance that these products will be considered cost
effective and that reimbursement to the consumer will be available or will be
sufficient to allow the Company to sell its products on a competitive basis.
8. ACCOUNTS PAYABLE DELINQUENCIES. A significant number of the
Company's accounts payable have been or are delinquent. As of March 31, 1995,
the Company had total accounts payable in the amount of $5,681,000, of which
approximately 5% or $300,000 was overdue. The Company will utilize a portion of
the proceeds of this Offering to make some of these payments.
9. UNPREDICTABILITY OF PATENT PROTECTION; PROPRIETARY TECHNOLOGY.
Belmac has filed numerous patent applications and has been granted a number of
patents. However, there can be no assurance that its pending applications will
be issued as patents or that any of its issued patents will afford adequate
protection to the Company or its licensees. Other private and public entities
have also filed applications for, or have been issued, patents and are expected
to obtain patents and other proprietary rights to technology which may be
harmful to the commercialization of the Company's products. The ultimate scope
and validity of patents which are now owned by or may be granted to third
parties in the future, the extent to which the Company may wish or be required
to acquire rights under such patents, and the cost or availability of such
rights cannot be determined by the Company at this time. In addition, Belmac
also relies on unpatented proprietary technology in the development
Initial ____
Page 8 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
and commercialization of its products. There is no assurance that others may not
independently develop the same or similar technology or obtain access to the
Company's proprietary technology.
Belmac also relies upon trade secrets, unpatented proprietary know-how
and continuing technological innovations to develop its competitive position.
All of the Company's employees with access to the Company's proprietary
information have entered into confidentiality agreements and have agreed to
assign the Company any inventions relating to the Company's business made by
them while in the Company's employ. However, there can be no assurance that
others may not acquire or independently develop similar technology or, if
patents in all major countries are not issued with respect to the Company's
products, that the Company will be able to maintain information pertinent to
such research as proprietary technology or trade secrets.
10. TECHNOLOGICAL CHANGE AND COMPETITION. The pharmaceutical industry
has undergone rapid and significant technological change. The Company expects
the technology to continue to develop rapidly, and the Company's success will
depend significantly on its ability to maintain a competitive position. Rapid
technological development may result in actual and proposed products or
processes becoming obsolete before the Company recoups a significant portion of
related research and development and commercialization expenses.
Belmac competes with other pharmaceutical companies, biotechnology
firms and chemical companies which have substantially greater financial,
marketing and human resources than those of the Company (including, in some
cases, substantially greater experience in clinical testing, production and
marketing of pharmaceutical products). The Company also experiences competition
in the development of its products and processes from individual scientists,
hospitals, universities and other research institutions and, in some instances,
competes with others in acquiring technology from these sources.
11. ATTRACTION AND RETENTION OF KEY PERSONNEL. The Company believes
that it has been successful in attracting skilled and experienced management and
scientific personnel. There can be no assurance, however, that Belmac will
continue to attract and retain personnel of high caliber. Since January 1994 two
individuals who have each served as chief executive officer and a member of its
board of directors and an additional member of its board have resigned from
their respective positions. The loss of key management or scientific personnel
could have an adverse impact on the Company. The Company has not entered into
non competition agreements with its key employees and such employees
would therefore be able to leave and compete with the Company.
Initial ____
Page 9 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
12. RISK OF PRODUCT LIABILITY. The Company faces an inherent business
risk of exposure to product liability claims in the event that the use of its
technology or prospective products is alleged to have resulted in adverse
effects. While it has taken, and will continue to take, what it believes are
appropriate precautions, there can be no assurance that it will avoid
significant liability exposure. Belmac maintains product liability insurance in
the amount of $5 million. However, there is no assurance that this coverage will
be adequate in terms and scope to protect the Company in the event of a product
liability claim. In connection with the Company's clinical testing activities,
the Company may, in the ordinary course of business, be subject to substantial
claims by, and liability to, subjects who participate in its studies.
13. VOLATILITY OF SHARE PRICE. The market price of the Company's shares
since Belmac's initial public offering in February 1988 has been volatile.
Factors such as announcements of technological innovations or new commercial
products by the Company or its competitors, the results of clinical testing,
patent or proprietary rights, developments or other matters may have a
significant impact on the market price of the Common Stock.
14. POSSIBLE DELISTING OF COMMON STOCK FROM AMERICAN STOCK EXCHANGE.
The Company currently does not satisfy some of the American Stock Exchange's
financial guidelines for continued listing of its Common Stock. While there can
be no assurance that listing on the American Stock Exchange will be continued,
management of the Company believes that the Company's business prospects are
improving and that it will be able to maintain continued listing. If the Common
Stock were delisted, an investor could find it more difficult to dispose of or
to obtain accurate quotations as to the price of the Common Stock.
15. LACK OF DIVIDENDS; INABILITY TO FUND DIVIDEND PAYMENTS. Belmac has
not paid dividends on its Common Stock since its inception and does not intend
to pay any dividends on its Common Stock in the foreseeable future. The holders
of the Company's outstanding Series A Preferred Stock have been entitled to
receive cumulative dividends, payable annually on October 15, since 1992, out of
funds legally available therefor at the rate of $2.25 per year on each share of
Series A Preferred Stock. The Company has not paid dividends to holders of
Series A Preferred Stock due on October 15, 1994. These arrearages currently
have the effect of limiting the payment of cash dividends to holders of Common
Stock. There can be no assurance that cash flow from Belmac's future operations
will be sufficient to meet these obligations.
Initial ____
Page 10 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
16. BROAD DISCRETION IN APPLICATION OF PROCEEDS. Approximately all of
the estimated net proceeds from this Offering has been allocated to working
capital. Accordingly, the Company's management will have broad discretion as to
the application of such funds.
17. CERTAIN FLORIDA LEGISLATION. The State of Florida has enacted
legislation that may deter or frustrate takeovers of Florida corporations. The
Florida Control Share Act generally provides that shares acquired in excess of
certain specified thresholds will not possess any voting rights unless such
voting rights are approved by a majority vote of a corporation's disinterested
shareholders. The Florida Affiliated Transactions Act generally requires
supermajority approval by disinterested shareholders of certain specified
transactions between a public corporation and holders of more than 10% of the
outstanding voting shares of the corporation (or their affiliates). Florida law
also authorizes the Company to indemnify the Company's directors, officers,
employees and agents.
18. UNCERTAINTY OF ORPHAN DRUG DESIGNATION. Under the Orphan Drug Act,
the FDA may designate a product or products as having Orphan Drug status to
treat a rare disease or condition, which is a disease or condition that affects
populations of less than 200,000 individuals in the United States or, if victims
of a disease number more than 200,000, the sponsor establishes that it does not
realistically anticipate its product sales will be sufficient to recover its
costs. If a product is designated an Orphan Drug, then the sponsor is entitled
to recover its costs and receive certain incentives to undertake the development
and marketing of the product, including limited tax credits and high-priority
FDA review of a New Drug Application ("NDA"). In addition, the sponsor that
obtains the first marketing approval for a designated Orphan Drug for a given
indication is eligible to receive marketing exclusivity for a period of seven
years. There may be multiple designations of Orphan Drug status for a given drug
and for different indications. However, only the sponsor of the first approved
NDA for a given drug for its use in treating a given rare disease may receive
marketing exclusivity. While it may be advantageous to obtain Orphan Drug status
for eligible products, there can be no assurance that the precise scope of
protection that is currently afforded by Orphan Drug status will be available in
the future or that the current level of exclusivity and tax credits will remain
in effect. Currently, Congress is considering legislation that would amend the
Orphan Drug Act and may limit the scope of marketing exclusivity granted to
Orphan Drug products. Moreover, the Orphan Drug Act tax credits expired on June
30, 1992. Although legislation has been introduced to renew these tax benefits,
there can be no assurance that they will be renewed.
Initial ____
Page 11 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
The undersigned understands that, because of the Company's financial
condition and acute working capital problem as well as the other risk factors
referred to herein and in the Information Documents, he could lose his entire
investment.
The undersigned also understands the following:
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY
STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE UNITS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES REGULATORY
AUTHORITY NOR HAS THE COMMISSION OR ANY SUCH AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION
AGREEMENT AND INVESTMENT LETTER AND/OR THE INFORMATION DOCUMENTS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
In connection with the subscription being made hereby the undersigned
also warrants and represents that:
(a) He has not received any general solicitation or
advertising regarding the Private Placement or been furnished with any oral
representation or oral information in connection with the Private Placement
which is not set forth herein or in the Information Documents;
(b) He has sufficient knowledge and experience of financial
and business matters so that he is able to evaluate the merits and risks of
purchasing the Units and has determined that the Units are a suitable investment
for him;
(c) He has the means to provide for his personal needs,
possesses the ability to bear the economic risk hereunder indefinitely, and can
afford a complete loss of his investment;
(d) He has carefully read and reviewed this Subscription
Agreement and Investment Letter, the form of Note, and the Information
Documents, and has asked such questions of the Company's management and received
from them such information as he deems necessary in order for him to make an
informed decision with respect to the purchase of the Units;
Initial ____
Page 12 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
(e) He understands the meaning of the twelfth and thirteenth
paragraphs of this Subscription Agreement and Investment Letter and that the
Company will prohibit the transfer of the undersigned's Units and Underlying
Securities absent full compliance with the Act, the Exchange Act and all
applicable state securities laws;
(f) He has had substantial experience in previous private and
public purchases of speculative securities and is not relying on the Company or
its affiliates with respect to economic considerations involved in this
investment; and
(g) He has reviewed carefully the definition of Accredited
Investor as set forth below and is an Accredited Investor within that
definition. The particular subparagraph or subparagraphs by which the
undersigned qualifies as such is (are) filled in by him below.
DEFINITION OF ACCREDITED INVESTOR
The term "accredited investor" is defined in Rule 501(a) of
Regulation D Promulgated under the Act as follows:
(a) Certain banks, savings and loan institutions, broker-dealers,
investment companies and other entities including an employee
benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974 with total assets in
excess of $5,000,000;
(b) Certain banks, savings and loan institutions, broker-dealers,
investment companies and other entities including an employee
benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974 with total assets in
excess of $5,000,000;
(c) Any private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
(d) Any organization described in Section 501(c)(3) of the
Internal Revenue Code, not formed for the specific purpose of
acquiring the Units, with total assets in excess of
$5,000,000;
Initial ____
Page 13 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
(e) Any director, executive officer or general partner of the
issuer of the securities being offered or sold, or any
director, executive officer or general partner of a general
partner of that issuer;
(f) Any natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of his purchase
exceeds $1,000,000;
(g) Any natural person who had an individual income in excess of
$200,000 or, with that person's spouse a joint income in
excess of $300,000 in each of the two most recent years and
who reasonably expects an income in excess of $200,000, or
$300,000 with that person's spouse, in the current year;
(h) Any trust with total assets in excess of $5,000,000 not formed
for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated person as
described in Section 230.506(b)(2)(ii) of Regulation D; or
(i) Any entity in which all of the equity owners are accredited
investors under any of the paragraphs above.
THE UNDERSIGNED SUBSCRIBER IS AN ACCREDITED INVESTOR BY REASON OF
SUBPARAGRAPH(S) _____________ SET FORTH IN THE DEFINITION ABOVE.
In connection with the foregoing representations the undersigned has
appended hereto as EXHIBIT A, a Purchaser Questionnaire which he has completed
and executed. He represents and warrants that the information set forth therein
as well as all other information which he is furnishing to the Company with
respect to his financial condition and business experience is accurate and
complete as of the date hereof and he covenants that, in the event a material
change should occur in such information, he will immediately provide the Company
with such revised or corrected information.
All notices, requests, demands and other communications under this
Subscription Agreement shall be in writing and shall be deemed to have been
given only when delivered in person or, if mailed, when mailed by certified or
registered mail prepaid, to the parties at their respective addresses set forth
herein, or at such other address as may be given in writing in future by either
party to the other.
Initial ____
Page 14 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
The undersigned acknowledges and agrees that:
(a) He has full power and authority to enter into this
Agreement which, upon his execution, will constitute a valid and legally binding
obligation by him;
(b) The Company may, in its sole discretion (i) reject this
Subscription Agreement in whole or in part; and (ii) accept subscription
agreements other than in the order received;
(c) If for any reason this Private Placement does not close or
the undersigned's subscription is not accepted by the Company, the undersigned
shall have no claims against the Company, Coleman, or their respective officers,
directors, employees or affiliates and shall have no interest in the Units,
Underlying Securities or the Company;
(d) He shall indemnify and hold harmless the Company, Coleman,
and their respective officers, directors, employees and affiliates against any
loss, liability, claim, damage or expense (including, but not limited to, any
and all expenses reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim) arising out of or
based upon any false representation or warranty or breach or failure by the
undersigned to comply with any covenant or agreement made by him herein or in
any other document provided by him to any of the foregoing in connection with
this transaction;
(e) The representations, warranties and agreements made by the
undersigned set forth herein shall survive the closing of the Private Placement;
(f) Neither this Subscription Agreement nor any provisions
hereof shall be modified, discharged or terminated except by an instrument in
writing signed by the party against whom any waiver, change, discharge or
termination is sought;
(g) The laws of the State of New York shall govern the
interpretation and enforcement of this Subscription Agreement. In the event of a
dispute, the undersigned agrees that any law suit brought to enforce or
interpret the provisions hereof shall be brought in state or federal courts, as
appropriate, in New York County, New York, and the undersigned agrees to submit
to the personal jurisdiction of such court;
Initial ____
Page 15 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
(h) This Subscription Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute the same instrument; and
(i) This Subscription Agreement constitutes the entire
agreement of the parties hereto, and supersedes all prior understandings with
respect to the subject matter hereof.
The undersigned hereby agrees to purchase ______ Unit(s) as
set forth in the first paragraph of this Subscription Agreement and Investment
Letter, and is tendering herewith his check therefor in the amount of
$______________, made payable to Citibank N.A. - Belmac Corporation Escrow
Account.
Very truly yours,
DATE:____________________
_________________________
(Signature)
_________________________
(Please print name)
ADDRESS: ______________________ TELEPHONE NUMBER:___________
______________________ SOCIAL SECURITY OR
IRS IDENTIFICATION
______________________ NUMBER: ____________________
DATE: ______________________
ACCEPTED:
BELMAC CORPORATION
By _____________________
Initial ____
Page 16 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
ACKNOWLEDGMENT FORM FOR
INDIVIDUAL OR JOINT OWNERS
STATE OF _____________
COUNTY OF _____________
I HEREBY CERTIFY that _____________________________, whose
name(s) (is) (are) signed to the foregoing instrument acknowledged the same
before me in my aforesaid jurisdiction on this _____ day of ________________,
19____
____________________ Notary Public
My Commission Expires _______________
ACKNOWLEDGMENT FORM FOR
PARTNERSHIP OR TRUST
I HEREBY CERTIFY that ____________________________, (general
partner of the partnership) (trustee of the trust) executed the foregoing
instrument, acknowledged the same as the act and deed of said (partnership)
(trust) before me in my aforesaid jurisdiction on this _____ day of
_____________ 19___.
____________________ Notary Public
My Commission Expires _______________
Initial ____
Page 17 of 18 Pages
<PAGE>
Subscription Agreement and Investment Letter
for investment in Units of Belmac Corporation dated
_________ __, ____.
ACKNOWLEDGMENT FORM FOR CORPORATIONS
STATE OF _____________
COUNTY OF _____________
I HEREBY CERTIFY that _______________________, President and _________,
Secretary of the corporation that executed the foregoing instrument acknowledged
as the act and deed of said corporation before me in my aforesaid jurisdiction
on this ______ day of __________, 19___.
____________________ Notary Public
My Commission Expires _______________
Page 18 of 18 Pages
EXHIBIT 4.2
<PAGE>
Registered # 1
BELMAC CORPORATION
12% CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$60,000.00 September 30, 1995
THIS NOTE IS ISSUED PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION PROVISIONS OF
THE SECURITIES ACT OF 1933 (THE "ACT") AND
QUALIFICATION PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS. IT CANNOT BE SOLD,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS
REGISTERED PURSUANT TO THE ACT AND QUALIFIED
UNDER APPLICABLE STATE LAW OR, IN THE
OPINION OF COUNSEL TO MAKER, AN EXEMPTION
THEREFROM IS AVAILABLE.
FOR VALUE RECEIVED, the undersigned, BELMAC CORPORATION, a Florida corporation
with offices at One Urban Centre, Suite 550, 4830 West Kennedy Boulevard, Tampa,
Florida 33609-2517 ("Maker"), promises to pay to _____________________ with an
address at ______________________________ ("Payee"), on the closing of the
Public Offering (as defined in Section 3 below) except as otherwise provided
herein (the "Maturity Date"), the principal amount of Sixty Thousand
($60,000.00) Dollars in lawful money of the United States of America (the
"Principal") together with all accrued interest.
This Note bears simple interest (the "Interest") at the annual rate of twelve
percent (12%), which is payable, in arrears, on the Interest Payment Dates (as
defined in Section 1 below), until the Principal and all accrued Interest
thereon shall be paid in full. The Note is subordinated to certain of Maker's
indebtedness and is convertible into Maker's common stock (the "Common Stock"),
all as set forth below.
This Note is one of a series of notes (the "Notes"), all with the same terms and
conditions as those set forth herein, which may be issued by Maker up to the
aggregate principal amount of Seven Hundred and Twenty Thousand ($720,000)
Dollars. Each Note is included in a unit (the "Unit") which is part of an
offering of 12 Units (the "Offering") being conducted by Maker on a best efforts
basis. The Offering will terminate on the sooner of the sale of all of the Units
or September 30, 1995. Each Unit consists of one Note in the principal amount of
Sixty Thousand ($60,000) Dollars and 10,000 shares (the "Unit Shares") of Common
Stock. Accordingly, in connection with the acquisition of this Note, Payee has
also received 10,000 Unit Shares.
1. INTEREST.
Maker will pay Interest on the first day of each January, April, July and
October commencing on January 1, 1996 (the "Interest Payment Dates"). Interest
on the Note will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of delivery of the Note.
Interest will be computed on the basis of a 360-day year of twelve 30 day
months.
Page 1 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
2. METHOD OF PAYMENT.
Maker will pay Principal and Interest in money of the United States that at the
time of payment is legal tender for the payment of public and private debts.
However, Maker may pay Principal and Interest by its check payable in such
money. It may mail an Interest check to Payee's address as it first appears on
this Note or such other address as Payee shall give by notice to Maker. Payee
must surrender this Note to Maker to collect Principal payments.
3. PUBLIC OFFERING.
Maker currently plans to file a S-1 Registration Statement (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
covering a public offering (the "Public Offering") of its securities.
4. CONVERSION.
(a) Payee's right to Convert. Payee shall have the right, at any time until the
Principal is paid in full, to cause the conversion of all or any portion (if
such portion is One Thousand [$1,000] Dollars or a whole multiple of One
Thousand [$1,000] Dollars) of the Principal outstanding at the time such
conversion is effected into shares of Common Stock (the "Underlying Shares").
The price for conversion, subject to adjustment as provided below, shall be
Three ($3.00) Dollars per share. If the Public Offering is successfully
completed, the Payee must accept repayment of this Note at the closing unless he
has previously exercised his right to convert. On conversion no payment or
adjustment for interest will be made. Maker will round to the nearest share for
any fractional share.
(b) Mandatory Conversion. In the event that the Public Offering is not completed
by July 31, 1996 (the "Mandatory Conversion Date"), Payee shall be required to
convert the Principal into Common Stock at a price of Three ($3.00) Dollars per
share unless Maker shall have repaid this Note, together with accrued interest,
on or prior thereto. Maker shall pay all accrued but unpaid interest on the
conversion date to Payee on the date upon which the Underlying Shares are
delivered to Payee as provided in Paragraph 4(c) below.
(c) Manner of Conversion. Payee may exercise his conversion right by giving
notice thereof to Maker setting forth the amount of Principal to be converted.
Within 15 days after the giving of such notice or the Mandatory Conversion Date,
as the case may be, Maker shall issue the number of Underlying Shares into which
the Principal is to be converted in accordance with the conversion price and
deliver to Payee a certificate or certificates therefor, registered in his name,
representing such Shares against delivery to Maker of this Note marked paid in
full. If only a portion of the Principal then outstanding is converted, Maker
shall deliver to Payee, together with the aforesaid certificate(s), a new
promissory note, in form and substance identical to this Note, except that the
principal amount thereof shall equal that portion of the Principal then
outstanding which has not been converted. Payee shall represent in writing to
Maker prior to the receipt of the Underlying Shares that such Shares will be
acquired by him for investment only and not for resale or with a view to the
distribution thereof, and shall agree that any certificates representing the
Shares may bear a
Page 2 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
legend, conspicuously noting such restriction, as Maker shall deem reasonably
necessary or desirable to enable it to comply with any applicable federal or
state laws or regulations.
5. ADJUSTMENT IN CONVERSION PRICE.
(a) Adjustment for Change in Capital Stock. Except as provided in Paragraph 5
(m) below, if Maker shall (i) declare a dividend on its outstanding Common Stock
in shares of its capital stock, (ii) subdivide its outstanding Common Stock,
(iii) combine its outstanding Common Stock into a smaller number of shares, or
(iv) issue any shares of its capital stock by reclassification of its Common
Stock (including any such reclassification in connection with a consolidation or
merger in which Maker is the continuing corporation), then in each such case the
conversion privilege and the conversion price in effect immediately prior to
such action shall be adjusted so that if the Note is thereafter converted Payee
may receive the number and kind of shares which he would have owned immediately
following such action if he had converted the Note immediately prior to such
action. Such adjustment shall be made successively whenever such event shall
occur. The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification. If after an
adjustment Payee upon conversion of this Note may receive shares of two or more
classes of capital stock of Maker, Maker's Board of Directors shall determine
the allocation of the adjusted conversion price between the classes of capital
stock. After such allocation, the conversion privilege and conversion price of
each class of capital stock shall thereafter be subject to adjustment on terms
comparable to those applicable to Common Stock in this Section 5.
(b) Adjustment for Certain Issuances of Common Stock. If Maker shall at any time
or from time to time issue any shares of Common Stock (other than shares issued
as a dividend or distribution as provided in Paragraph 5 (a) above) for a
consideration per share less than the conversion price in effect on the date of
such issue, then, forthwith upon such issue, the conversion price in effect
immediately prior to such action (the "Existing Conversion Price") shall be
reduced by dividing the number of shares so issued by the total number of shares
outstanding after such issuance, multiplying the quotient by the difference
between the Existing Conversion Price and the price of the shares so issued and
subtracting the result from the Existing Conversion Price. In the case of an
issue of additional shares of Common Stock for cash, the consideration received
by Maker therefor shall be deemed to be the net cash proceeds received for such
shares, excluding cash received on account of accrued interest or accrued
dividends and after deducting therefrom any and all commissions and expenses
paid or incurred by Maker for any underwriting of, or otherwise in connection
with, the issue of such shares. The term "issue" shall be deemed to include the
sale or other disposition of shares held in Maker's treasury. The number of
shares outstanding at any given time shall not include shares in Maker's
treasury.
(c) Subscription Offerings. In case Maker shall issue rights, options, or
warrants to all holders of Common Stock entitling them to subscribe for or
purchase Common Stock (or securities convertible into or exchangeable for Common
Stock) at a price per share (or having a conversion price per share, in the case
of a security convertible into or exchangeable for Common Stock) less than the
Current Market Price per share of Common Stock on the record date for the
determination of stockholders entitled to receive such rights, then in each such
case the conversion price shall be adjusted by multiplying the
conversion price in effect immediately prior to such
Page 3 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
record date by a fraction, of which the numerator shall be the number of shares
of Common Stock outstanding on such record date plus the number of shares of
Common Stock which the aggregate offering price of the total number of shares of
Common Stock so to be offered (or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such "current market
price" and of which the denominator shall be the number of shares of Common
Stock outstanding on such record date plus the number of additional shares of
Common Stock to be offered for subscription or purchase (or into which the
convertible or exchangeable securities so to be offered are initially
convertible or exchangeable). Such adjustment shall become effective at the
close of business on such record date; provided, however, that, to the extent
the shares of Common Stock (or securities convertible into or exchangeable for
shares of Common Stock) are not delivered, the conversion price shall be
readjusted after the expiration of such one of such rights, options, or warrants
(but only to the extent that this Note is not converted after such expiration),
to the conversion price which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made upon the basis of
delivery of only the number of shares of Common Stock (or securities convertible
into or exchangeable for shares of Common Stock) actually issued. In case any
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined in good faith by Maker's Board of Directors. Shares of Common Stock
owned by or held for the account of Maker or any majority-owned subsidiary shall
not be deemed outstanding for the purpose of any such computation.
(d) Other Rights to Acquire Common Stock. In case Maker shall distribute to all
holders of Common Stock (including any such distribution made to the
stockholders of Maker in connection with a consolidation or merger in which
Maker is the continuing corporation) evidences of its indebtedness or assets
(other than cash dividends or distributions and dividends payable in shares of
Common Stock), or options or warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock
(excluding those referred to in Paragraph 5 (c) above), then in each such case
the conversion price shall be adjusted by multiplying the conversion price in
effect immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by a fraction, of which the
numerator shall be the Current Market Price per share of Common Stock on such
record date, less the fair market value (as determined in good faith by Maker's
Board of Directors) of the portion of the evidences of indebtedness or assets so
to be distributed, or of such subscription rights, options, or warrants or
convertible or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock, applicable to one share, and of which the
denominator shall be such Current Market Price per share of Common Stock. Such
adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of such distribution retroactive to the record date
for the determination of stockholders entitled to receive such distribution.
(e) Current Market Price. For the purpose of any computation under Paragraphs 5
(c) and (d) above, the "Current Market Price" per share of Common Stock on any
date shall be deemed to be the average of the daily closing prices for the 30
consecutive trading days commencing 45 trading days before such date. The
closing price for each day shall be the last reported sales price regular way
or, in case no such reported sale takes place on such day, the closing bid price
regular way, in either case on the principal national securities exchange on
which the Common Stock is listed or admitted to trading or, if the Common Stock
is not listed or admitted to trading on any national securities exchange, the
highest reported bid price as furnished by the National Association of
Securities Dealers, Inc. through NASDAQ or similar organization if NASDAQ is no
longer
Page 4 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
reporting such information, or by the National Daily Quotation Bureau or similar
organization if the Common Stock is not then quoted on an inter-dealer quotation
system. If on any such date the Common Stock is not quoted by any such
organization, the fair value of the Common Stock on such date, as determined by
Maker's Board of Directors, shall be used.
(f) Minimum Adjustment. No adjustment in the conversion price shall be required
if such adjustment is less than $0.10; provided, however, that any adjustments
which by reason of this Paragraph 5(f) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this Section 5 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.
(g) Referral of Adjustment. In any case in which this Section 5 shall require
that an adjustment in the conversion price be made effective as of a record date
for a specified event, if the Note shall have been converted after such record
date Maker may elect to defer until the occurrence of such event issuing to
Payee the shares, if any, issuable upon such conversion over and above the
shares, if any, issuable upon such conversion on the basis of the conversion
price in effect prior to such adjustment; provided, however, that Maker shall
deliver to Payee a due bill or other appropriate instrument evidencing Payee's
right to receive such additional shares upon the occurrence of the event
requiring such adjustment.
(h) Number of Shares. Upon each adjustment of the conversion price as a result
of the calculations made in Paragraphs 5(a) through (d) above, the Note shall
thereafter evidence the right to purchase, at the adjusted conversion price,
that number of shares (calculated to the nearest thousandth) obtained by
dividing (i) the product obtained by multiplying the number of shares
purchasable upon conversion of the Note prior to adjustment of the number of
shares by the conversion price in effect prior to adjustment of the conversion
price by (ii) the conversion price in effect after such adjustment of the
conversion price.
(i) When No Adjustment Required. No adjustment need be made for a transaction
referred to in Paragraphs 5(a) through (d) above if Payee is permitted to
participate in the transaction on a basis no less favorable than any other party
and at a level which would preserve Payee's percentage equity participation in
the Common Stock upon conversion of the Note. No adjustment need be made for
sales of Common Stock pursuant to a Company plan for reinvestment of dividends
or interest, the granting of options and/or the exercise options outstanding
under any of Maker's currently existing stock option plans, or the exercise of
any other of Maker's currently outstanding options. No adjustment need be made
for a change in the par value or no par value of the Common Stock. If the Note
becomes convertible solely into cash, no adjustment need be made thereafter.
Interest will not accrue on the cash.
(j) Notice of Adjustment. Whenever the conversion price is adjusted, Maker shall
promptly mail to Payee a notice of the adjustment together with a certificate
from Maker's independent public accountants briefly /stating the facts requiring
the adjustment and the manner of computing it. The certificate shall be evidence
that the adjustment is correct.
Page 5 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
(k) Voluntary Reduction. Maker from time to time may reduce the conversion price
by any amount for any period of time if the period is at least 20 days and if
the reduction is irrevocable during the period. Whenever the conversion price is
reduced, Maker shall mail to Payee a notice of the reduction. Maker shall mail
the notice at least 15 days before the date the reduced conversion price takes
effect. The notice shall state the reduced conversion price after the period it
will be in effect. A reduction of the conversion price does not change or adjust
the conversion price otherwise in effect for purposes of Paragraphs 5 (a)
through (d) above.
(l) Notice of Certain Transactions. If (i) Maker takes any action that would
require an adjustment in the conversion price pursuant to this Section 5; or
(ii) there is a liquidation or dissolution of Maker, Maker shall mail to Payee a
notice stating the proposed record date for a distribution or effective date of
a reclassification, consolidation, merger, transfer, lease, liquidation or
dissolution. Maker shall mail the notice at least 15 days before such date.
Failure to mail the notice or any defect in it shall not affect the validity of
the transaction.
(m) Reorganization of Company. If Maker is a party to a merger, consolidation or
a transaction in which it transfers or leases substantially all of its assets
which reclassifies or changes its outstanding Common Stock, the person obligated
to deliver securities, cash or other assets upon conversion of the Note shall
assume the terms of this Note. If the issuer of securities deliverable upon
conversion of the Note is an affiliate of the surviving, transferee or lessee
corporation, that issuer shall join in such assumption. The assumption agreement
shall provide that the Payee may convert this Note into the kind and amount of
securities, cash or other assets which he would have owned immediately after the
consolidation, merger, transfer or lease if he had converted the Note
immediately before the effective date of the transaction. The assumption
agreement shall provide for adjustments which shall be as nearly equivalent as
may be practical to the adjustments provided for in this Section 5. The
successor company shall mail to Payee a notice briefly describing the assumption
agreement. If this Paragraph applies, Paragraph 5 (a) above does not apply.
(n) Maker Determination Final. Any determination that Maker or its Board of
Directors must make pursuant to this Section 5 shall be conclusive, absent
manifest error.
6. INCLUSION OF SECURITIES IN REGISTRATION STATEMENT; RIGHT TO REGISTRATION.
(a) Payee's Right to Include Securities in Registration Statement. Maker will
include the Unit Shares owned by Payee and the Underlying Shares in the
Registration Statement on the condition that Payee provides Maker and its
counsel, in a timely fashion, with all information Maker's counsel may
reasonably require in order to effect such inclusion. Maker will use its best
efforts to have the Registration Statement declared effective by the Commission
but no assurance to this effect can be given or, if the Registration Statement
is declared effective, that the Public Offering will ever be successfully
completed.
(b) Payee's Right to Registration. If the Registration Statement shall not be
declared effective by December 31, 1995, then upon receipt of notice (the
"Registration Request Notice") requesting registration of Unit Shares and
Underlying Shares from the holders of the majority of such Shares, on only one
occasion, after December 31, 1995 and before December 31, 1997, Maker will offer
to Payee the opportunity to include his Unit Shares and Underlying Shares in
such registration. Maker will use its best efforts to file with the Commission
as promptly
Page 6 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
as practicable, a registration statement (the "Demand Registration Statement"),
utilizing year end audited financial statements, and will use its best efforts
to have the Demand Registration Statement declared effective and remain
effective until the earlier of nine months or the date all Unit Shares and
Underlying Shares registered thereby have been sold. Maker will also use its
best efforts to qualify the Unit Shares and Underlying Shares under the
securities laws of the state where Payee resides. This offer to Payee shall be
made within 20 days after Maker receives the Registration Request Notice. This
demand registration right may be exercised one time only. If Payee elects to
include his Unit Shares and Underlying Shares in the Demand Registration
Statement, he will, in a timely fashion, provide Maker and its counsel with such
information and execute such documents as Maker's counsel may reasonably require
to prepare and process the registration statement.
(c) Copies of Registration Statements and Prospectuses. Maker will provide
Payee with a copy of the Registration Statement or the Demand Registration
Statement, as the case may be, and any amendment thereto, and copies of the
final prospectus included therein in such quantities as may reasonably be
required to permit Payee to sell his Unit and Underlying Shares after the
Registration Statement or Demand Registration Statement is declared effective by
the Commission.
(d) Maker's Obligation to Bear Expenses of Registration. Maker will bear all
expenses (except underwriting discounts and commission, if any, and the legal
fees and expenses, if any, of counsel to Payee,) necessary and incidental to the
performance of its obligations under this Section 6.
7. SUBORDINATION; PARI PASSU WITH OTHER NOTES.
The Note is subordinated to Senior Debt, which is the principal of and premium,
if any, and interest (including post-petition interest, if any) on, and any
other payment due pursuant to the terms of instruments creating or evidencing
Indebtedness of Maker outstanding on the date of this Note or Indebtedness
thereafter created, incurred, assumed or guaranteed by Maker and all renewals,
extensions and refunding thereof, which is payable to banks or other traditional
long-term institutional lenders such as insurance companies and pension funds,
unless in the instrument creating or evidencing such Indebtedness, it is not
provided that such Indebtedness is senior in right of payment to this Note.
Notwithstanding the foregoing, Senior Debt with respect to Maker or any
subsidiary thereof shall not include (i) any Indebtedness of Maker to any such
subsidiary for money borrowed or advanced from such subsidiary and (ii) any
Indebtedness representing the redemption price of any preferred stock.
"Indebtedness", as applied to any entity means any indebtedness, contingent or
otherwise, in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such entity or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
letters of credit, or representing the balance deferred and unpaid of the
purchase price of any property or interest therein, except any such balance that
constitutes a trade payable, if and to the extent that such indebtedness would
appear as a liability upon a balance sheet of such entity prepared on a
consolidated basis in accordance with generally accepted accounting principles.
Senior Debt must be paid before the Note may be paid. This Note shall be paid on
a pari passu basis with all other Notes. Upon request of Maker Payee shall
execute such subordination agreements with holders of Senior Debt as shall be
reasonably requested.
Page 7 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
8. COVENANTS OF MAKER.
Maker covenants and agrees that from and after the date hereof and until the
date of repayment in full of the Principal and Interest, it shall comply with
the following conditions:
(a) Maintenance of Existence and Conduct of Business. Maker shall, and shall
cause each of its subsidiaries to (i) do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and rights; and (ii) continue to conduct its business so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times.
(b) Books and Records. Maker shall, and shall cause each of its subsidiaries to
use its reasonable efforts to keep adequate books and records of account with
respect to its business activities.
(c) Insurance. Maker shall use its reasonable efforts to maintain insurance
policies insuring such risks as are customarily insured against by companies
engaged in businesses similar to those operated by Maker. All such policies are
to be carried with reputable insurance carriers and shall be in such amounts as
are customarily insured against by companies with similar assets and properties
engaged in a similar business.
(d) Compliance with Law. Maker shall use its reasonable, efforts to comply in
all material respects with all federal, state and local laws and regulations
applicable to it which if breached would have a material adverse effect on
Maker's business or financial condition.
9. REPRESENTATIONS AND WARRANTIES OF MAKER.
Maker represents and warrants that it: (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida and
has all requisite corporate power to carry on its business as now conducted and
to own its properties and assets it now owns; (ii) is duly qualified or licensed
to do business as a foreign corporation in good standing in the jurisdictions in
which ownership of property or the conduct of its business requires such
qualification except jurisdictions in which the failure to qualify to do
business will have no material adverse effect on its business, prospects,
operations, properties, assets or condition (financial or otherwise); (iii) has
full power and authority to execute and deliver this Note, and that the
execution and delivery of this Note will not result in the breach of or default
under, with or without the giving of notice and/or the passage of time, any
other agreement, arrangement or indenture to which it is a party or by which it
may be bound, or the violation of any law, statute, rule, decree, judgment or
regulation binding upon it; and (iv) has taken and will take all acts required,
including but not limited to authorizing the signatory hereof on its behalf to
execute this Note, so that upon the execution and delivery of this Note, it
shall constitute the valid and legally binding obligation of Maker enforceable
in accordance with the terms thereof.
10. DEFAULTS AND REMEDIES.
(a) Events of Default. The occurrence or existence of any one or more of the
following events or conditions (regardless of the reasons therefor) shall
constitute an "Event of Default" hereunder:
Page 8 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
(i) Maker shall fail to make any payment of Principal or Interest when
due and payable or declared due and payable pursuant to the terms
hereof and such failure shall remain uncured for a period of 30 days
after notice thereof has been given by Payee to Maker;
(ii) Maker shall fail at any time to be in material compliance with any
of the covenants set forth in Section 8 of this Note, or shall fail at
any time to be in material compliance with or neglect to perform, keep
or observe any of the provisions of this Note to be complied with,
performed, kept or observed by Maker and such failure shall remain
uncured for a period of 45 days after notice thereof has been given by
Payee to Maker;
(iii) Any representation or warranty made in this Note by Maker shall
be untrue or incorrect in any material respect as of the date when made
or deemed made;
(iv) A case or proceeding shall have been commenced against Maker in a
court having competent jurisdiction seeking a decree or order in
respect of Maker (A) under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable federal,
state or foreign bankruptcy or other similar law; (B) appointing a
custodian, receiver, liquidator, assignee, trustee or sequestrator (or
similar official) of Maker, or any of Maker's properties; or (C)
ordering the winding-up or liquidation of the affairs of Maker, and
such case or proceeding shall remain unstayed or undismissed for a
period of 90 consecutive days or such court shall enter a decree or
order granting the relief sought in such case or proceeding; or
(v) Maker shall (A) file a petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any
other applicable federal, state or foreign bankruptcy or other similar
law; or (B) consent to the institution of proceedings thereunder or to
the filing of any such petition or to the appointment of or the taking
of possession by a custodian, receiver, liquidator, assignee, trustee
or sequestrator (or similar official) of Maker, or any of Maker's
properties.
(b) Remedies. If an Event of Default occurs and is continuing, the holders of at
least 25% in principal amount of the Notes may declare all of the Notes to be
due and payable immediately by notice to Maker.
11. MAKER'S RIGHT TO PREPAY.
Maker may prepay this Note or any portion thereof at any time without incurring
any penalty.
12. ACKNOWLEDGMENT OF PAYEE'S INVESTMENT REPRESENTATIONS.
By accepting this Note Payee acknowledges that this Note has not been and will
not be registered under the Act or qualified under any state securities laws and
that the transferability thereof is restricted by the registration provisions of
the Act as well as such state laws. Based upon the representations and
agreements being made by him herein, this Note is being issued to him
pursuant to an exemption from such registration provided by Sections
4 (2) and 4 (6) of the Act and applicable state securities law
qualification exemptions. Payee represents that he
Page 9 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
is acquiring the Note for his own account, for investment purposes only and not
with a view to resale or other distribution thereof, nor with the intention of
selling, transferring or otherwise disposing of all or any part of it for any
particular event or circumstance, except selling, transferring or disposing of
it only upon full compliance with all applicable provisions of the Act, the
Securities Exchange Act of 1934, the Rules and Regulations promulgated by the
Commission thereunder, and any applicable state securities laws. Payee further
understands and agrees that no transfer of this Note shall be valid unless made
in compliance with the restrictions set forth on the front of this Note,
effected on Maker's books by the registered holder hereof, in person or by an
attorney duly authorized in writing, and similarly noted hereon. Maker may
charge Payee a reasonable fee for any re- registration, transfer or exchange of
this Note.
13. LIMITATION OF LIABILITY.
A director, officer, employee or stockholder, as such, of Maker shall not have
any liability for any obligations of Maker under this Note or for any claim
based on, in respect or by reason of such obligations or their creation. Payee,
by accepting this Note, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Note.
14. MISCELLANEOUS.
(a) Effect of Forbearance. No forbearance, indulgence, delay or failure to
exercise any right or remedy by Payee with respect to this Note shall operate as
a waiver or as an acquiescence in any default.
(b) Effect of Single or Partial Exercise of Right. No single or partial exercise
of any right or remedy by Payee shall preclude any other or further exercise
thereof or any exercise of any other right or remedy by Payee.
(c) Governing Law. This Note shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the internal laws of the
State of Florida applicable to contracts made and to be performed entirely
within such State.
(d) Headings. The headings and captions of the various paragraphs herein are for
convenience of reference only and shall in no way modify any of the terms or
provisions of this Note.
(e) Loss, Theft, Destruction or Mutilation. Upon receipt by Maker of evidence
reasonably satisfactory to it of loss, theft, destruction or mutilation of this
Note, Maker shall make and deliver or caused to be made and delivered to Payee a
new Note of like tenor in lieu of this Note.
(f) Modification of Note or Waiver of Terms Thereof Relating to Payee. No
modification or waiver of any of the provisions of this Note shall be effective
unless in writing and signed by Payee and then only to the extent set forth in
such writing, nor shall any such modification or waiver be applicable except in
the specific instance for which it is given. This Note may not be discharged
orally but only in writing duly executed by Payee.
Page 10 of 11 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory Note
(g) Notice. All offers, acceptances, notices, requests, demands and other
communications under this Note shall be in writing and, except as otherwise
provided herein, shall be deemed to have been given only when delivered in
person, via facsimile transmission if receipt thereof is confirmed by the
recipient, or, if mailed, when mailed by certified or registered mail prepaid,
to the parties at their respective addresses first set forth above, or at such
other address as may be given in writing in future by either party to the other.
(h) Successors and Assigns. This Note shall be binding upon Maker, its
successors, assigns and transferees, and shall inure to the benefit of and be
enforceable by Payee and its successors and assigns.
IN WITNESS WHEREOF, Maker has caused this Note to be executed on its behalf by
an officer thereunto duly authorized as of the date set forth above.
BELMAC CORPORATION, a Florida corporation
[SEAL]
By: ___________________________________
ATTEST: _______________________________
__________________Assistant Secretary
Page 11 of 11 Pages
EXHIBIT 4.3
<PAGE>
SUBSCRIPTION AGREEMENT
AND INVESTMENT LETTER
- ---------------------
Date
To the Board of Directors
Belmac Corporation
One Urban Centre, Suite 550
4830 West Kennedy Boulevard
Tampa, Florida 33609-2517
Re: Subscription to Purchase Private
Placement A Units of Belmac Corporation
---------------------------------------
Gentlemen:
This will acknowledge that the undersigned hereby agrees to irrevocably
purchase from Belmac Corporation (the "Company" or "Belmac"), a corporation
organized under the laws of the State of Florida in February 1974, ___________ A
Unit(s) (collectively the "A Units") at a price of $60,000 per A Unit. The A
Unit(s) to be purchased by the undersigned is (are) part of a private placement
of securities (the "Private Placement") by the Company of up to 17 A Units which
is being effected on an best efforts basis by the Company. Accordingly, there is
no minimum number of A Units that must be sold in order for the Private
Placement to become effective. The Company reserves the right to sell fractions
of an A Unit.
If all of the A Units are sold, the Company will receive an aggregate
of $1,020,000 less the expenses of this Private Placement which management
estimates will approximate $130,000, including the fee payable to Coleman and
Company Securities, Inc. ("Coleman") described below. Coleman, a member of the
New York Stock Exchange, is acting as the placement agent for the Company in
placing this Private Placement. Coleman will receive a fee equal to 10% of the
of the aggregate purchase price of the A Units sold. The Private Placement will
terminate on the sooner to occur of the sale of all of the A Units or October 6,
1995, unless extended for an additional 15 days by the mutual consent of the
Company and Coleman. The undersigned understands that the information provided
to him with respect to the Company has not been independently verified by
Coleman. Accordingly, there is no representation by Coleman as to the
completeness or accuracy of such information.
Payment for the A Units shall be made by check, payable to Citibank
N.A. - Belmac Corporation Escrow Account, and delivered to Coleman, together
with an executed copy of this
Initial ____
Page 1 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
Subscription Agreement and Investment Letter. Payment may be made by wire
transfer pursuant to instructions available on request from Coleman.
Each A Unit consists of a note (collectively the "A Notes") in the
principal amount of $60,000, bearing interest at the annual rate of 12% payable
quarterly, and 7,500 shares (the "A Unit Shares") of the Company's common stock
(the "Common Stock"). The A Notes and A Unit Shares will be immediately
detachable.
The principal of each A Note is due and payable on the closing of a
Public Offering (as defined below). In the event that a Public Offering is not
completed by September 30, 1996, the principal of each A Note will be converted
automatically into Common Stock at a price per share equal to the average
closing price for the Common Stock quoted on the American Stock Exchange for the
five trading days immediately preceding September 30, 1996. The Company will pay
all accrued but unpaid interest to the A Note holder on the conversion date.
The A Notes will not be secured and will be subordinated to all "Senior
Debt" as that term is defined therein. The A Notes will not be personally
guaranteed and there will be no sinking fund, trustee or indenture with respect
thereto.
The undersigned understands that if a Public Offering is not completed
by September 30, 1996, he will be required to convert the principal of his Note
into Common Stock at a price per share based on the formula described above. The
conversion price is subject to adjustment in accordance with the terms of the
anti-dilution provisions set forth in the Notes.
The undersigned understands that the Company and Coleman are
contemplating a public offering (the "Public Offering") subsequent to the
completion of this Private Placement. Any registration statement (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") will include provisions for the registration of
the A Unit Shares and the shares of Common Stock underlying the Notes in the
event that the A Notes are converted as provided above (the "Underlying
Shares"). The undersigned acknowledges that no assurance can be given that the
Registration Statement, if filed, will be declared effective by the Commission
or, if it is, that the Public Offering will ever be successfully completed.
Accordingly, he warrants and represents to the Company that he is purchasing the
A Units without relying on the occurrence of the Public Offering.
If the Registration Statement is not filed, or if filed and is not
declared effective, the holders of a majority of the A Unit shares and the
Underlying Shares will have the right, on one occasion only through December 31,
1997, to demand that the Company register the A Unit Shares and the
Initial ____
Page 2 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
Underlying Shares with the Commission and use its best efforts to have such
registration statement declared effective.
The undersigned is aware that the Company will use the net proceeds of
this Private Placement, which management estimates will approximate $890,000 if
all of the A Units are sold, primarily for payment of general administrative
expenses and working capital. To the extent that less than all of the A Units
are sold, less money will be available for these purposes. The undersigned
understands and acknowledges that the Company will be required to obtain
additional financing, such as that contemplated by the Public Offering, in order
to continue to operate its business over the next 12 months.
The undersigned is also aware that the Company has recently completed a
private sale of 12 Units (the "Prior Units") for a gross aggregate price of
$720,000. The Prior Units are identical to the A Units except that the Prior
Unit notes are convertible at the option of the holders thereof into Common
Stock at a price of $3.00 per share and each Prior Unit holder received 10,000
shares of Common Stock per unit instead of the 7,500 shares per unit to be
received by an A Unit Purchaser.
The undersigned acknowledges that the A Units and the underlying A
Notes and A Unit Shares (the "Underlying Securities") he is purchasing, as well
as any Underlying Shares into which the Notes may be converted, have not been
registered under the Act or qualified under applicable state securities laws and
that the transferability thereof is restricted by the registration provisions of
the Act as well as such state laws. Based upon the representations and
agreements being made by him herein, the A Units and Underlying Securities are
being sold to him pursuant to an exemption from such registration provided by
Section 4(2) of the Act and Rule 506 promulgated thereunder and applicable state
securities law qualification exemptions. The undersigned further acknowledges
that the basis for the exemption may not be available, if notwithstanding such
representations, he intends merely acquiring these securities for a fixed or
determinable period in the future, or for a market rise, or for sale if the
market does not rise. The undersigned represents and warrants that he does not
have any such intention. The undersigned agrees that the documentation
representing the Underlying Securities to be received by him, as well as the
certificates representing any Underlying Shares into which the Notes may be
converted, will bear a legend indicating that transfer of these securities is
restricted by reason of the fact that they have not been so registered or
qualified.
The undersigned represents that he is acquiring the A Units and
Underlying Securities solely for his own account as principal and not as a
nominee or agent, for investment purposes only and not with a view to resale or
other distribution or fractionalization thereof, nor with the intention of sell-
ing, transferring or otherwise disposing of all or any part of such securities
for any particular event or circumstance, except selling, transferring
or disposing of them upon full compliance with all applicable provisions
of the Act, the Securities Exchange Act of 1934 (the "Exchange Act"), the
Initial ____
Page 3 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
Rules and Regulations promulgated by the Commission thereunder, and any
applicable state securities laws. The undersigned further understands and agrees
that the securities may be sold only if they are subsequently registered under
the Act and qualified under any applicable state securities laws or, in the
opinion of the Company's counsel, an exemption from such registration and
qualification is available, and that any routine sales of securities made in
reliance upon Rule 144 promulgated by the Commission can be made only in the
amounts set forth in and pursuant to the other terms and conditions, including
applicable holding periods, of that Rule. He also understands that, except as
otherwise set forth herein, the Company is under no obligation to register the A
Units or UnderlyingSecurities on his behalf or to assist him in complying with
any exemption from registration under the Act.
The undersigned represents and warrants that he has received a copy of
the A Note, the Company's Form 10-K for the year ended December 31, 1994, the
Company's Form 10Qs for the quarters ended March 31, 1995 and June 30, 1995, the
Company's Proxy Statement for the Company's June 9, 1995 Annual Meeting, and the
Company's 1994 Annual Report, (collectively the "Information Documents") and
that he has read and understood these documents.
The undersigned also represents and warrants that he (i) has reviewed
such other documents as he deems necessary in order for him to make an informed
investment decision; and (ii) is fully aware of the Company's current business
prospects and weak financial condition as set forth below and in the Information
Documents. Except as may be provided in this Subscription Agreement and
Investment Letter and in the Information Documents, he warrants that no
representations, statements or inducements were made to him to purchase the A
Units.
Based on the foregoing, the undersigned acknowledges that he is aware
that Belmac is an international pharmaceutical and healthcare company based in
Tampa, Florida, engaged primarily in the research, development, marketing and
distribution of pharmaceutical and healthcare products. The Company has chemical
and pharmaceutical operations in France and Spain as a result of its 1991
acquisition of Chimos S.A. and the establishment of a French pharmaceutical
subsidiary, Laboratories Belmac S.A. (these two French entities have since been
merged into one entity named and referred to herein as "Chimos") and the 1992
acquisition of Rimafar S.A. (subsequently renamed and referred to herein as
"Laboratorios Belmac"), respectively. The Company's operations in France consist
of the brokerage of chemicals and the marketing of the drug Ceredase,
manufactured by the Boston, Massachusetts-based Genzyne Corporation. Ceredase is
used in the treatment of Gaucher's Disease. The Company uses its facility in
Spain to manufacture, package and distribute both its own and other companies
pharmaceutical products. The Company has expanded its healthcare product
distribution business into the United States through the establishment of
Belmac Healthcare Corporation, Belmac Hygiene, Inc. and Belmac Health
Corp. Belmac Healthcare Corporation markets disposable linens
Initial ____
Page 4 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
to emergency health services. Research and development activities are conducted
both in the United States and Europe. The undersigned is also aware of the
following:
1. HISTORY OF OPERATING LOSSES; ACCUMULATED DEFICIT; UNCERTAINTY OF
FUTURE FINANCIAL RESULTS. As of June 30, 1995, the Company had a cumulative
deficit of approximately $62,899,000. The Company has realized significant
losses in the past and could have quarterly and annual losses in the future. The
Company has only recently begun to generate significant revenue and has not
generated any profits from operations. The Company experiences quarter to
quarter fluctuations in revenues and profits and/or losses, some of which could
be significant. Consequently, the Company may continue to operate at a loss for
the foreseeable future and there can be no assurance that the Company's business
will ever operate on a profitable basis.
2. NO ASSURANCE OF SUCCESSFUL AND TIMELY DEVELOPMENT OF NEW PRODUCTS.
Although the Company was founded in 1974, it his only recently begun to generate
meaningful revenue from product-related sales. The Company has made significant
progress toward commercialization of specific products and has commenced
commercialization of others. The Company is now generating revenues from sales
of products of its subsidiaries Chimos and Laboratorios Belmac which, as noted
above, were acquired by the Company in August 1991 and February 1992,
respectively. Substantial amounts of time and financial and other resources will
be required to complete the development and chemical testing of the Company's
products currently under development including the tablet formulation of
Biolid(R), the Company's macrolide antibiotic. Although over the last several
months the Company has continued its existing limited research and development
program, due to its limited cash resources, it has suspended additional research
and development activities during such period pending receipt of additional
financing. There is no assurance that the Company will receive additional
funding necessary to commence full research and development activities or that
it will otherwise succeed in developing any additional products with
commercially viable applications.
Although the Company has a number of products in various stages of
development, including pre-clinical testing and clinical trials, it has not yet
substantially marketed any of these products other than Biolid(R) in France, the
marketing of which has since been suspended (see "Risks Inherent in
Pharmaceutical Development; Dependence on Regulatory Approvals" below). There
can be no assurance that the Company will be able to develop large scale
production of any particular product for clinical trials or eventual commercial
production. The marketing of certain of the Company's products could be
adversely affected by delays in developing large-scale production processes,
developing or acquiring production facilities or obtaining regulatory approval
for such processes or facilities.
3. ADDITIONAL FINANCING REQUIREMENTS. Belmac's pharmaceutical products
being developed and which may be developed will require the investment of
substantial additional time as
Initial ____
Page 5 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
well as financial and other resources in order to become commercially
successful. Following the development period, the Company's products will
generally be required to undergo lengthy governmental approval processes,
including extensive clinical testing, followed by market development. The
Company's operating revenues and cash resources may not be sufficient over the
next several years for the commercialization by itself of all products currently
in development. Consequently, the Company may require additional licensees or
partners and/or additional financing. The Company believes that careful
management of its research and development activities, together with the net
proceeds from this Offering and the proposed Public Offering, will provide
sufficient liquidity to enable it to conduct its existing operations through the
end of 1996. Belmac further believes, however, that by controlling and managing
its expenses, the funds on hand together with the proceeds of this Offering and
the proposed Public Offering, the sale or license of certain of its assets which
are no longer a part of its strategic plan, or the entering into joint ventures
with other entities will be sufficient for it to continue its operations for the
foreseeable future. There can be no assurance, however, that the Company can
conclude such commercial arrangements or obtain additional capital when needed
on acceptable terms, if at all.
4. INDEPENDENT AUDITOR'S REPORT. Because Belmac continues to sustain
losses the opinion of its independent auditors with respect to its financial
statements, will include an explanatory paragraph as to the uncertainty of the
Company's ability to continue as a going concern without additional funds. The
ability of Belmac to continue as a going concern is dependent upon the
successful completion of this Private Placement and the Public Offering and/or
receiving sufficient revenue from its operations.
5. RISKS INHERENT IN PHARMACEUTICAL DEVELOPMENT; DEPENDENCE ON
REGULATORY APPROVALS. The process of creating, scaling-up, manufacturing and
marketing any new human pharmaceutical is inherently risky. There can be no
assurance that any drug under development will be safe and effective. Moreover,
pharmaceutical products are subject to significant regulation. Any human
pharmaceutical product developed by the Company would require the approval of
the Food and Drug Administration ("FDA") in the United States and similar
agencies in other countries. The process of obtaining these approvals is costly
and time-consuming, and there can be no assurance that such approvals will be
granted. In general, only a small percentage of new pharmaceutical products
achieve commercial success. Such governmental regulation may prevent or
substantially delay the marketing of the Company's products and may cause Belmac
to undertake costly procedures with respect to its research and development and
clinical testing operations which may furnish a competitive advantage to more
substantially capitalized companies which compete with the Company. In addition,
the Company is required, in connection with a number of its activities, to
comply with local, state and federal regulations. Non-compliance with these
regulations could have a material adverse effect on the Company and/or prevent
the commercialization of the Company's products.
Initial ____
Page 6 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
In 1994 the French regulatory authority requested further documentation
regarding the chemical process/characteristics of Belmac's sachet formulation of
Biolid(R). Until this additional information has been reviewed and approved, the
regulatory authority has requested that marketing of the product be suspended.
Although the Company regards this administrative action as unwarranted in view
of the existing safety and efficacy experience to date in France, it has
determined not to challenge the administrative decision in light of its
previously announced decision to develop the tablet formulation of Biolid(R).
The Company believes that the actions of the French regulatory agency should
have no bearing on the development of and approval process for a Biolid(R)
tablet formulation elsewhere, of which there can be no assurance. Once it
receives regulatory clearance, the Company intends to again evaluate its
alternatives regarding the sachet formulation, including the possibility of
seeking a licensee or buyer for the product's rights in France.
6. DEPENDENCY AN OTHERS. The Company relies on outside sources to
supply certain raw materials such as erythromycin ethyl succinate. The Company
relies on outside contractors for manufacturing of its products in France and
expects to rely at least partially on contract manufacturing in Spain and in
other countries. The Company may also need to utilize third parties for
distribution of its products.
7. UNCERTAINTY OF PHARMACEUTICAL PRICING, PROFITABILITY AND RELATED
MATTERS. The levels of revenues and profitability of pharmaceutical companies
may be affected by the continuing efforts of governmental and third party payors
to contain or reduce the costs of health care through various means. For
example, in certain foreign markets pricing or profitability of prescription
pharmaceuticals is subject to government control. In the United States there
have been, and the Company expects that there will continue to be, a number of
federal and state proposals to implement similar government control. While
Belmac cannot predict whether any such legislative or regulatory proposals will
be adopted, the adoption of such proposals could have a material adverse effect
on the Company's business, financial condition and profitability. In addition,
in both the United States and elsewhere, sales of prescription pharmaceuticals
are dependent in part on the availability of reimbursement to the consumer from
third party payors, such as government and private insurance plans. Third party
payors are increasingly challenging the prices charged for medical products and
services. If the Company succeeds in bringing one or more products to the
market, there can be no assurance that these products will be considered cost
effective and that reimbursement to the consumer will be available or will be
sufficient to allow the Company to sell its products on a competitive basis.
8. ACCOUNTS PAYABLE DELINQUENCIES. A significant number of the
Company's accounts payable have been or are delinquent. As of June 30, 1995, the
Company had total accounts payable in the amount of $5,524,000, of which
approximately 5% or $300,000 was overdue. The Company will utilize a portion of
the proceeds of this Offering to make some of these payments.
Initial ____
Page 7 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
9. UNPREDICTABILITY OF PATENT PROTECTION; PROPRIETARY TECHNOLOGY.
Belmac has filed numerous patent applications and has been granted a number of
patents. However, there can be no assurance that its pending applications will
be issued as patents or that any of its issued patents will afford adequate
protection to the Company or its licensees. Other private and public entities
have also filed applications for, or have been issued, patents and are expected
to obtain patents and other proprietary rights to technology which may be
harmful to the commercialization of the Company's products. The ultimate scope
and validity of patents which are now owned by or may be granted to third
parties in the future, the extent to which the Company may wish or be required
to acquire rights under such patents, and the cost or availability of such
rights cannot be determined by the Company at this time. In addition, Belmac
also relies on unpatented proprietary technology in the development and
commercialization of its products. There is no assurance that others may not
independently develop the same or similar technology or obtain access to the
Company's proprietary technology.
Belmac also relies upon trade secrets, unpatented proprietary know-how
and continuing technological innovations to develop its competitive position.
All of the Company's employees with access to the Company's proprietary
information have entered into confidentiality agreements and have agreed to
assign to the Company any inventions relating to the Company's business made by
them while in the Company's employ. However, there can be no assurance that
others may not acquire of independently develop similar technology or, if
patents in all major countries are not issued with respect to the Company's
products, that the Company will be able to maintain information pertinent to
such research as proprietary technology or trade secrets.
10. TECHNOLOGICAL CHANGE AND COMPETITION. The pharmaceutical industry
has undergone rapid and significant technological change. The Company expects
the technology to continue to develop rapidly, and the Company's success will
depend significantly on its ability to maintain a competitive position. Rapid
technological development may result in actual and proposed products or
processes becoming obsolete before the Company recoups a significant portion of
related research and development and commercialization expenses.
Belmac competes with other pharmaceutical companies, biotechnology firm
and chemical companies which have substantially greater financial, marketing and
human resources than those of the Company (including, in some cases,
substantially greater experience in clinical testing, production and marketing
of pharmaceutical products). The Company also experiences competition in the
development of its products and processes from individual scientists, hospitals,
universities and other research institutions and, in some instances, competes
with others in acquiring technology from these sources.
11. ATTRACTION AND RETENTION OF KEY PERSONNEL. The Company believes
that it has been successful in attracting skilled and experienced
management and scientific personnel. There can be
Initial ____
Page 8 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
no assurance, however, that Belmac will continue to attract and retain personnel
of high caliber. Since January 1994 two individuals who have each served as
chief executive officer and a member of its board of directors and an additional
member of its board have resigned from their respective positions. The loss of
key management or scientific personnel could have an adverse impact on the
Company. The Company has not entered into non competition agreements with its
key employees and such employees would therefore be able to leave and compete
with the Company.
12. RISK OF PRODUCT LIABILITY. The Company faces an inherent business
risk of exposure to product liability claims in the event that the use of its
technology or prospective products is alleged to have resulted in adverse
effects. While it has taken, and will continue to take, what it believes are
appropriate precautions, there can be no assurance that it will avoid
significant liability exposure. Belmac maintains product liability in the amount
of $5 million. However, there is no assurance that this coverage will be
adequate in terms and scope to protect the Company in the event of a product
liability claim. In connection with the Company's clinical testing activities,
the Company may, in the ordinary course of business, be subject to substantial
claims by, and liability to, subjects who participate in its studies.
13. VOLATILITY OF SHARE PRICE. The market price of the Company's shares
since Belmac's initial public offering in February 1988 has been volatile.
Factors such as announcements of technological innovations or new commercial
products by the Company or its competitors, the results of clinical testing,
patent or proprietary rights, developments or other matters may have a
significant impact on the market price of the Common Stock.
14. POSSIBLE DELISTING OF COMMON STOCK FROM AMERICAN STOCK EXCHANGE.
The Company currently does not satisfy some of the American Stock Exchange's
financial guidelines for continued listing of its Common Stock. While there can
be no assurance that listing on the American Stock Exchange will be continued,
management of the Company believes that the Company's business prospects are
improving and that it will be able to maintain continued listing. If the Common
Stock were delisted, an investor could find it more difficult to dispose of or
to obtain accurate quotations as to the price of the Common Stock.
15. LACK OF DIVIDENDS; INABILITY TO FUND DIVIDEND PAYMENTS. Belmac has
not paid dividends on its Common Stock since its inception and does not intend
to pay any dividends on its Common Stock in the foreseeable future. The holders
of the Company's outstanding Series A Preferred Stock have been entitled to
receive cumulative dividends, payable annually on October 15, since 1992, out of
funds legally available therefor at the rate of $2.25 per year on each share of
Series A Preferred Stock. The Company has not paid dividends to holders of
Series A Preferred Stock due on October 15, 1994. These arrearages currently
have the effect of limiting the payment of cash
Initial ____
Page 9 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
dividends to holders of Common Stock. There can be no assurance that cash flow
from Belmac's future operations will be sufficient to meet these obligations.
16. BROAD DISCRETION IN APPLICATION OF PROCEEDS. Approximately all of
the estimated net proceeds from this Offering has been allocated to working
capital. Accordingly, the Company's management will have broad discretion as to
the application of such funds.
17. CERTAIN FLORIDA LEGISLATION. The State of Florida has enacted
legislation that may deter or frustrate takeovers of Florida corporations. The
Florida Control Share Act generally provides that shares acquired in excess of
certain specified thresholds will not possess any voting rights unless such
voting rights are approved by a majority vote of a corporation's disinterested
shareholders. The Florida Affiliated Transactions Act generally requires
supermajority approval by disinterested shareholders of certain specified
transactions between a public corporation and holders of more than 10% of the
outstanding voting shares of the corporation (or their affiliates). Florida law
also authorizes the Company to indemnify the Company's directors, officers
employees and agents.
18. UNCERTAINTY OF ORPHAN DRUG DESIGNATION. Under the Orphan Drug Act,
the FDA may designate a product or products as having Orphan Drug status to
treat a rare disease or condition, which is a disease or condition that affects
populations of less than 200,000 individuals in the United States or, if victims
of a disease number more than 200,000, the sponsor establishes that it does not
realistically anticipate its product sales will be sufficient to recover its
costs. If a product is designated an Orphan Drug, then the sponsor is entitled
to recover its costs and receive certain incentives to undertake the development
and marketing of the product, including limited tax credits and high-priority
FDA review of a New Drug Application ("NDA"). In addition, the sponsor that
obtains the first marketing approval for a designated Orphan Drug for a given
indication is eligible to receive marketing exclusivity for a period of seven
years. There may be multiple designations of Orphan Drug status for a given drug
and for different indications. However, only the sponsor of the first approved
NDA for a given drug for its use in treating a given rare disease may receive
marketing exclusivity. While it may be advantageous to obtain Orphan Drug status
for eligible products, there can be no assurance that the precise scope of
protection that is currently afforded by Orphan Drug status will be available in
the future or that the current level of exclusivity and tax credits will remain
in effect. Currently, Congress is considering legislation that would amend the
Orphan Drug Act and may limit the scope of marketing exclusivity granted to
Orphan Drug products. Moreover, the Orphan Drug Act tax credits expired on June
30, 1992. Although legislation has been introduced to renew these tax benefits,
there can be no assurance that they will be renewed.
The undersigned understands that, because of the Company's financial
condition and acute working capital problem as well as the other risk factors
referred to herein and in the Information Documents, he could lose his entire
investment.
Initial ____
Page 10 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
The undersigned also understands the following:
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY
STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE UNITS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES REGULATORY
AUTHORITY NOR HAS THE COMMISSION OR ANY SUCH AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION
AGREEMENT AND INVESTMENT LETTER AND/OR THE INFORMATION DOCUMENTS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
In connection with the subscription being made hereby the undersigned
also warrants and represents that:
(a) He has not received any general solicitation or
advertising regarding the Private Placement or been furnished with any oral
representation or oral information in connection with the Private Placement
which is not set forth herein or in the Information Documents;
(b) He has sufficient knowledge and experience of financial
and business matters so that he is able to evaluate the merits and risks of
purchasing the A Units and has determined that the A Units are a suitable
investment for him;
(c) He has the means to provide for his personal needs,
possesses the ability to bear the economic risk hereunder indefinitely, and can
afford a complete loss of his investment;
(d) He has carefully read and reviewed this Subscription
Agreement and Investment Letter, the form of A Note, and the Information
Documents, and has asked such questions of the Company's management and received
from them such information as he deems necessary in order for him to make an
informed decision with respect to the purchase of the A Units;
(e) He understands the meaning of the twelfth and thirteenth
paragraphs of this Subscription Agreement and Investment Letter and that the
Company will prohibit the transfer of the undersigned's A Units and Underlying
Securities absent full compliance with the Act, the Exchange Act and all
applicable state securities laws;
(f) He has had substantial experience in previous private and
public purchases of speculative securities and is not relying on the Company or
its affiliates with respect to economic considerations involved in this
investment; and
Initial ____
Page 11 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
(g) He has reviewed carefully the definition of Accredited
Investor as set forth below and is an Accredited Investor within that
definition. The particular subparagraph or subparagraphs by which the
undersigned qualifies as such is (are) filled in by him below.
DEFINITION OF ACCREDITED INVESTOR
The term "accredited investor" is defined in Rule 501 (a) of Regulation D
promulgated under the Act as follows:
(a) Certain banks, savings and loan institutions,
broker-dealers, investment companies and other
entities including an employee benefit plan within
the meaning of Title I of the Employee Retirement
Income Security Act of 1974 with total assets in
excess of $5,000,000;
(b) Certain banks, savings and loan institutions,
broker-dealers, investment companies and other
entities including an employee benefit plan within
the meaning of Title I of the Employee Retirement
Income Security Act of 1974 with total assets in
excess of $5,000,000;
(c) Any private business development company as defined
in Section 202(a)(22) of the Investment Advisers Act
of 1940;
(d) Any organization described in Section 501(c)(3) of
the Internal Revenue Code, not formed for the
specific purpose of acquiring the A Units, with total
assets in excess of $5,000,000;
(e) Any director, executive officer or general partner of
the issuer of the securities being offered or sold,
or any director, executive officer or general partner
of a general partner of that issuer;
(f) Any natural person whose individual net worth, or
joint net worth with that person's spouse, at the
time of his purchase exceeds $1,000,000;
(g) Any natural person who had an individual income in
excess of $200,000 or, with that person's spouse a
joint income in excess of $300,000 in each of the two
most recent years and who reasonably expects an
income in excess of $200,000, or $300,000 with that
person's spouse, in the current year;
Initial ____
Page 12 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
(h) Any trust with total assets in excess of $5,000,000
not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a
sophisticated person as described in Section
230.506(b)(2)(ii) of Regulation D; or
(i) Any entity in which all of the equity owners are
accredited investors under any of the paragraphs
above.
THE UNDERSIGNED SUBSCRIBER IS AN ACCREDITED INVESTOR BY REASON OF
SUBPARAGRAPH(S) _____ SET FORTH IN THE DEFINITION ABOVE.
In connection with the foregoing representations the undersigned has
appended hereto as EXHIBIT A, a Purchaser Questionnaire which he has completed
and executed. He represents and warrants that the information set forth therein
as well as all other information which he is furnishing to the Company with
respect to his financial condition and business experience is accurate and
complete as of the date hereof and he covenants that, in the event a material
change should occur in such information, he will immediately provide the Company
with such revised or corrected information.
All notices, requests, demands and other communications under this
Subscription Agreement shall be in writing and shall be deemed to have been
given only when delivered in person or, if mailed, when mailed by certified or
registered mail prepaid, to the parties at their respective addresses set forth
herein, or at such other address as may be given in writing in future by either
party to the other.
The undersigned acknowledges and agrees that:
(a) He has full power and authority to enter into this Agreement which,
upon his execution, will constitute a valid and legally binding obligation by
him;
(b) The Company may in its sole discretion (i) reject this Subscription
Agreement in whole or in part; and (ii) accept subscription agreements other
than in the order received;
(c) If for any reason this Private Placement does not close or
the undersigned's subscription is not accepted by the Company, the undersigned
shall have no claim against the Company, Coleman, or their respective officers,
directors, employees of affiliates and shall have no interest in the A Units,
Underlying Securities or the Company;
(d) He shall indemnify and hold harmless the Company, Coleman, and
their respective officers, directors, employees and affiliates against any loss,
liability, claim, damage or expense,
Initial ____
Page 13 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
(including but not limited to, any and all expenses reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim) arising out of or based upon any false representation
or warranty or breach or failure by the undersigned to comply with any covenant
or agreement made by him herein or in any other document provided by him to any
of the foregoing in connection with this transaction;
(e) The representations, warranties and agreements made by the
undersigned set forth herein shall survive the closing of the Private Placement;
(f) Neither this Subscription Agreement nor any provisions hereof shall
be modified, discharged or terminated except by an instrument in writing signed
by the party against whom any waiver, change, discharge or termination is
sought;
(g) The laws of the State of New York shall govern the interpretation
and enforcement of this Subscription Agreement. In the event of a dispute, the
undersigned agrees that any law suit brought to enforce or interpret the
provisions hereof shall be brought in state or federal courts, as appropriate,
in New York County, New York, and the undersigned agrees to submit to the
personal jurisdiction of such court;
(h) This Subscription Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which shall constitute the same
instrument; and
(i) This Subscription Agreement constitutes the entire agreement of the
parties hereto, and supersedes all prior understandings with respect to the
subject matter hereof.
Initial ____
Page 14 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
The undersigned hereby agrees to purchase ____ A Unit(s) as set forth
in the first paragraph of this Subscription Agreement and Investment Letter, and
is tendering herewith his check therefor in the amount of $____, made payable to
Citibank N.A. - Belmac Corporation Escrow Account.
Very truly yours,
DATE:_______________________
____________________________
(Signature)
____________________________
(Please print name)
ADDRESS: _____________________ TELEPHONE NUMBER: __________________
______________________________
______________________________ SOCIAL SECURITY OR
IRS IDENTIFICATION
NUMBER: ___________________________
DATE: ________________________
ACCEPTED:
BELMAC CORPORATION
By: __________________________
Initial ____
Page 15 of 16 Pages
<PAGE>
Subscription Agreement and Investment Letter for
investment in A Units of Belmac Corporation dated _________ __, ____.
ACKNOWLEDGMENT FORM FOR
INDIVIDUAL OR JOINT OWNERS
STATE OF _________________
COUNTY OF ________________
I HEREBY CERTIFY that , whose name(s) (is) (are) signed to the foregoing
instrument acknowledged the same before me in my aforesaid jurisdiction on this
___ day of ______, 19__.
_____________________________
Notary Public
_____________________________
My Commission Expires
ACKNOWLEDGMENT FORM FOR
PARTNERSHIP OR TRUST
STATE OF _________________
COUNTY OF ________________
I HEREBY CERTIFY that , (general partner of the partnership) (trustee of the
trust) executed the foregoing instrument, acknowledged the same as the act and
deed of said (partnership) (trust) before me in my aforesaid jurisdiction on
this ___ day of ______, 19__.
_____________________________
Notary Public
_____________________________
My Commission Expires
ACKNOWLEDGMENT FORM FOR CORPORATIONS
STATE OF _________________
COUNTY OF ________________
I HEREBY CERTIFY that , President and , Secretary of the corporation that
executed the foregoing instrument acknowledged as the act and deed of said
corporation before me in my aforesaid jurisdiction on this ___ day of ______,
19__.
_____________________________
Notary Public
_____________________________
My Commission Expires
Initial ____
Page 16 of 16 Pages
EXHIBIT 4.4
<PAGE>
Registered # 1A
BELMAC CORPORATION
12% CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$60,000.00 October 25, 1995
THIS NOTE IS ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT OF 1933 (THE "ACT") AND QUALIFICATION
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. IT CANNOT BE SOLD,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE
ACT AND QUALIFIED UNDER APPLICABLE STATE LAW OR, IN THE OPINION OF
COUNSEL TO MAKER, AN EXEMPTION THEREFROM IS AVAILABLE.
FOR VALUE RECEIVED, the undersigned, BELMAC CORPORATION , a Florida corporation
with offices at One Urban Centre, Suite 550, 4830 West Kennedy Boulevard, Tampa,
Florida 33609-2517 ("Maker"), promises to pay to __________________ with an
address at __________________________ ("Payee"), on the closing of the Public
Offering (as defined in Section 3 below) except as otherwise provided herein
(the "Maturity Date"), the principal amount of Sixty Thousand ($60,000.00)
Dollars in lawful money of the United States of America (the "Principal")
together with all accrued interest.
This Note bears simple interest (the "Interest") at the annual rate of twelve
percent (12%), which is payable, in arrears, on the Interest Payment Dates (as
defined in Section 1 below), until the Principal and all accrued Interest
thereon shall be paid in full. The Note is subordinated to certain of Maker's
indebtedness and is convertible into Maker's common stock (the "Common Stock"),
all as set forth below.
This Note is one of a series of notes (the "A Notes"), all with the same terms
and conditions as those set forth herein, which may be issued by Maker up to the
aggregate principal amount of One Million Fifty Thousand ($1,050,000) Dollars.
Each A Note is included in a unit (the "A Unit") which is part of an offering of
17.5 A Units (the "Offering") being conducted by Maker on a best efforts basis.
The Offering will terminate on the sooner of the sale of all of the A Units or
October 20, 1995. Each A Unit consists of one A Note in the principal amount of
Sixty Thousand ($60,000) Dollars and 7,500 shares (the "A Unit Shares") of
Common Stock. Accordingly, in connection with the acquisition of this A Note,
Payee has also received 7,500 A Unit Shares.
Page 1 of 8 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory A Note
1. INTEREST.
Maker will pay Interest on the first day of each January, April, July and
October commencing on January 1, 1996 (the "Interest Payment Dates"). Interest
on the A Note will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of delivery of the A Note.
Interest will be computed on the basis of a 360-day year of twelve 30 day
months.
2. METHOD OF PAYMENT.
Maker will pay Principal and Interest in money of the United States that at the
time of payment is legal tender for the payment of public and private debts.
However, Maker may pay Principal and Interest by its check payable in such
money. It may mail an Interest check to Payee's address as it first appears on
this A Note or such other address as Payee shall give by notice to Maker. Payee
must surrender this A Note to Maker to collect Principal payments.
3. PUBLIC OFFERING.
Maker currently plans to file a S-1 Registration Statement (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
covering a public offering (the "Public Offering") of its securities.
4. CONVERSION.
In the event that the Public Offering is not completed by September 30, 1996
(the "Mandatory Conversion Date"), Payee shall be required to convert the
Principal into Common Stock (the "Underlying Shares") at a price per share equal
to the average closing price for the Common Stock quoted on the American Stock
Exchange or as quoted on NASDAQ for the five trading days immediately preceding
September 30, 1996 unless Maker shall have repaid this A Note, together with
accrued interest, on or prior thereto. Maker shall pay all accrued but unpaid
interest on the conversion date to Payee on the date upon which the Underlying
Shares are delivered to Payee as provided in this Section 4. Maker shall issue
the number of Underlying Shares into which the Principal is to be converted in
accordance with the conversion price and deliver to Payee a certificate or
certificates therefor, registered in his name, representing such Shares against
delivery to Maker of this A Note marked paid in full. Payee shall represent in
writing to Maker prior to the receipt of the Underlying Shares that such Shares
will be acquired by him for investment only and not for resale or with a view to
the distribution thereof, and shall agree that any certificates representing the
Shares may bear a legend, conspicuously noting such restriction, as Maker shall
deem reasonably necessary or desirable to enable it to comply with any
applicable federal or state laws or regulations.
Page 2 of 8 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory A Note
5. INCLUSION OF SECURITIES IN REGISTRATION STATEMENT; RIGHT TO REGISTRATION.
(a) Payee's Right to Include Securities in Registration Statement. Maker will
include the A Unit Shares owned by Payee and the Underlying Shares (if the
Underlying Shares are issued as provided herein) in the Registration Statement
on the condition that Payee provides Maker and its counsel, in a timely fashion,
with all information Maker's counsel may reasonably require in order to effect
such inclusion. Maker will use its best efforts to have the Registration
Statement declared effective by the Commission but no assurance to this effect
can be given or, if the Registration Statement is declared effective, that the
Public Offering will ever be successfully completed.
(b) Payee's Right to Registration. If the Registration Statement shall not be
declared effective by December 31, 1995, then upon receipt of notice (the
"Registration Request Notice") requesting registration of A Unit Shares and
Underlying Shares from the holders of the majority of such Shares, on only one
occasion, after December 31, 1995 and before December 31, 1997, maker will offer
to Payee the opportunity to include his A Unit Shares and Underlying Shares (if
the Underlying Shares are issued as provided herein) in such registration. Maker
will use its best efforts to file with the Commission as promptly as
practicable, a registration statement (the "Demand Registration Statement"),
utilizing year end audited financial statements, and will use its best efforts
to have the Demand Registration Statement declared effective and remain
effective until the earlier of nine months or the date all A Unit Shares and
Underlying Shares registered thereby have been sold. Maker will also use its
best efforts to qualify the A Unit Shares and Underlying Shares (if applicable)
under the securities laws of the state where Payee resides. This offer to Payee
shall be made within 20 days after Maker receives the Registration Request
Notice. This demand registrtion right may be exercised one time only. If Payee
elects to include his A Unit Shares and Underlying Shares (if applicable) in the
Demand Registration Statement, he will, in a timely fashion, provide Maker and
its counsel with such information and execute such documents as Maker's counsel
may reasonably require to prepare and process the registration statement.
(c) Copies of Registration Statements and Prospectuses. Maker will provide Payee
with a copy of the Registration Statement or the Demand Registration Statement,
as the case may be, and any amendment thereto, and copies of the final
prospectus included therein in such quantities as may reasonably be required to
permit Payee to sell his A Unit and Underlying Shares (if applicable) after the
Registration Statement or Demand Registration Statement is declared effective by
the Commission.
(d) Maker's Obligation to Bear Expenses of Registration. Maker will bear all
expenses (except underwriting discounts and commission, if any, and the legal
fees and expenses, if any, of counsel to Payee) necessary and incidental to the
performance of its obligations under this Section 6.
Page 3 of 8 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory A Note
6. SUBORDINATION: PARI PASSU WITH OTHER A NOTES.
The A Note is subordinated to Senior Debt, which is the principal of and
premium, if any, and interest (including post-petition interest, if any) on, and
any other payment due pursuant to the terms of instruments creating or
evidencing Indebtedness of Maker outstanding on the date of this A Note or
Indebtedness thereafter created, incurred, assumed or guaranteed by Maker and
all renewals, extensions and refundings thereof, which is payable to banks or
other traditional long-term institutional lenders such as insurance companies
and pension funds, unless in the instrument creating or evidencing such
Indebtedness, it is not provided that such Indebtedness is senior in right of
payment to this A Note. Notwithstanding the foregoing, Senior Debt with respect
to Maker or any subsidiary thereof shall not include (i) any Indebtedness of
Maker to any such subsidiary for money borrowed or advanced from such subsidiary
and (ii) any Indebtedness representing the redemption price of any preferred
stock. "Indebtedness," as applied to any entity means any indebtedness,
contingent or otherwise, in respect of borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such entity or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or letters of credit, or representing the balance deferred and
unpaid of the purchase price of any property or interest therein, except any
such balance that constitutes a trade payable, if and to the extent that such
indebtedness would appear as a liability upon a balance sheet of such entity
prepared on a consolidated basis in accordance with generally accepted
accounting principles. Senior Debt must be paid before the A Note may be paid.
This A Note shall be paid on a pari passu basis with all other A Notes. Upon
request of Maker, Payee shall execute such subordination agreements with holders
of Senior Debt as shall be reasonably requested.
7. COVENANTS OF MAKER.
Maker covenants and agrees that from and after the date hereof and until the
date of repayment in full of the Principal and Interest, it shall comply with
the following conditions:
(a) Maintenance of Existence and Conduct of Business. Maker shall, and shall
cause each of its subsidiaries to (i) do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and rights; and (ii) continue to conduct its business so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times.
(b) Books and Records. Maker shall, and shall cause each of its subsidiaries to
use its reasonable efforts to keep adequate books and records of account with
respect to its business activities.
(c) Insurance. Maker shall use its reasonable efforts to maintain insurance
policies insuring such risks as are customarily insured against by companies
engaged in businesses similar to those operated by Maker. All such policies
are to be carried with reputable insurance carriers and shall be in such
Page 4 of 8 Pages
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Belmac Corporation
12% Convertible Subordinated
Promissory A Note
amounts as are customarily insured against by companies with similar assets and
properties engaged in a similar business.
(d) Compliance with Law. Maker shall use its reasonable efforts to comply in all
material respects with all federal, state and local laws and regulations
applicable to it which if breached would have a material adverse effect on
Maker's business or financial condition.
8. REPRESENTATIONS AND WARRANTIES OF MAKER.
Maker represents and warrants that it: (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida and
has all requisite corporate power to carry on its business as now conducted and
to own its properties and assets it now owns; (ii) is duly qualified or licensed
to do business as a foreign corporation in good standing in the jurisdictions in
which ownership of property or the conduct of its business requires such
qualification except jurisdictions in which the failure to qualify to do
business will have no material adverse effect on its business, prospects,
operations, properties, assets or condition (financial or otherwise); (iii) has
full power and authority to execute and deliver this A Note, and that the
execution and delivery of this A Note will not result in the breach of or
default under, with or without the giving of notice and/or the passage of time,
any other agreement, arrangement or indenture to which it is a party or by which
it may be bound, or the violation of any law, statute, rule, decree, judgment or
regulation binding upon it; and (iv) has taken and will take all acts required,
including but not limited to authorizing the signatory hereof on its behalf to
execute this A Note, so that upon the execution and delivery of this A Note, it
shall constitute the valid and legally binding obligation of Maker enforceable
in accordance with the terms thereof.
9. DEFAULTS AND REMEDIES.
(a) Events of Default. The occurrence or existence of any one or more of the
following events or conditions (regardless of the reasons therefor) shall
constitute an "Event of Default" hereunder:
(i) Maker shall fail to make any payment of Principal or
Interest when due and payable or declared due and payable pursuant to
the terms hereof and such failure shall remain uncured for a period of
30 days after notice thereof has been given by Payee to Maker;
(ii) Maker shall fail at any time to be in material compliance
with any of the covenants set forth in Section 8 of this A Note, or
shall fail at any time to be in material compliance with or neglect to
perform, keep or observe any of the provisions of this A Note to be
complied with, performed, kept or observed by Maker and such failure
shall remain uncured for a period of 45 days after notice thereof has
been given by Payee to Maker;
Page 5 of 8 Pages
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Belmac Corporation
12% Convertible Subordinated
Promissory A Note
(iii) Any representation or warranty made in this A Note by
Maker shall be untrue or incorrect in any material respect as of the
date when made or deemed made;
(iv) A case or proceeding shall have been commenced against
Maker in a court having competent jurisdiction seeking a decree or
order in respect of Maker (A) under Title 11 of the United Stated Code,
as now constituted or hereafter amended, or any other applicable
federal, state or foreign bankruptcy or other similar law; (B)
appointing a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) of Maker, or any of maker's
properties; or (C) ordering the winding-up or liquidation of the
affairs of Maker, and such case or proceeding shall remain unstayed or
undismissed for a period of 90 consecutive days or such court shall
enter a decree or order granting the relief sought in such case or
proceeding; or
(v) Maker shall (A) file a petition seeking relief under Title
11 of the United States Code, as now constituted or hereafter amended,
or any other applicable federal, state or foreign bankruptcy or other
similar law; or (B) consent to the institution or proceedings
thereunder or to the filing of any such petition or to the appointment
of or the taking of possession by a custodian, receiver, liquidator,
assignee, trustee or sequestrator (or similar official) of Maker, or
any of Maker's properties.
(b) Remedies. If an Event of Default occurs and is continuing, the holders of at
least 25% in principal amount of the A Notes may declare all of the A Notes to
be due and payable immediately by notice to Maker.
10. MAKER'S RIGHT TO PREPAY.
Maker may prepay this A Note or any portion thereof at any time without
incurring any penalty.
11. ACKNOWLEDGMENT OF PAYEE'S INVESTMENT REPRESENTATIONS.
By accepting this A Note Payee acknowledges that this A Note has not been and
will not be registered under the Act or qualified under any state securities
laws and that the transferability thereof is restricted by the registration
provisions of the Act as well as such state laws. Based upon the representations
and agreements being made by him herein, this A Note is being issued to him
pursuant to an exemption from such registration provided by Section 4(2) of the
Act and Rule 506 promulgated thereunder and applicable state securities law
qualification exemptions. Payee represents that he is acquiring the A Note for
his own account, for investment purposes only and not with a view to resale or
other distribution thereof, nor with the intention of selling, transferring or
otherwise disposing of all or any part of it for any particular event or
circumstance, except selling, transferring or disposing of it only upon full
compliance with all applicable provisions of the Act, the Securities
Exchange Act of 1934, the Rules and Regulations promulgated by the
Commission thereunder, and any applicable state securities laws. Payee
Page 6 of 8 Pages
<PAGE>
Belmac Corporation
12% Convertible Subordinated
Promissory A Note
further understands and agrees that no transfer of this A Note shall be valid
unless made in compliance with the restrictions set forth on the front of this A
Note, effected on Maker's books by the registered holder hereof, in person or by
an attorney duly authorized in writing, and similarly noted hereon. Maker may
charge Payee a reasonable fee for any re-registration, transfer or exchange of
this A Note.
12. LIMITATION OF LIABILITY.
A director, officer, employee or stockholder, as such, of Maker shall not have
any liability for any obligations of Maker under this A Note or for any claim
based on, in respect or by reason of such obligations or their creation. Payee,
by accepting this A Note, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this A Note.
13. MISCELLANEOUS.
(a) Effect of Forbearance. No forbearance, indulgence, delay or failure to
exercise any right or remedy by Payee with respect to this A Note shall operate
as a waiver or as an acquiescence in any default.
(b) Effect of Single or Partial Exercise of Right. No single or partial exercise
of any right or remedy by Payee shall preclude any other or further exercise
thereof or any exercise of any other right or remedy by Payee.
(c) Governing Law. This A Note shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the internal laws of
the State of Florida applicable to contracts made and to be performed entirely
within such State.
(d) Headings. The headings and captions of the various paragraphs herein are for
convenience of reference only and shall in no way modify any of the terms or
provisions of this A Note.
(e) Loss, Theft, Destruction or Mutilation. Upon receipt by Maker of evidence
reasonably satisfactory to it of loss, theft, destruction or mutilation of this
A Note. Maker shall make and deliver or caused to be made and delivered to Payee
a new A Note of like tenor in lieu of this A Note.
(f) Modification of A Note or Waiver of Terms Thereof Relating to Payee. No
modification or waiver of any of the provisions of this A Note shall be
effective unless in writing and signed by Payee and then only to the extent set
forth in such writing, nor shall any such modification or waiver be applicable
except in the specific instance for which it is given. This A Note may not be
discharged orally but only in writing duly executed by Payee.
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Belmac Corporation
12% Convertible Subordinated
Promissory A Note
(g) Notice. All offers, acceptances, notices, requests, demands, and other
communications under this A Note shall be in writing and, except as otherwise
provided herein, shall be deemed to have been given only when delivered in
person, via facsimile transmission if receipt thereof is confirmed by the
recipient, or, if mailed, when mailed by certified or registered mail prepaid,
to the parties at their respective addresses first set forth above, or at such
other address as may be given in writing in future by either party to the other.
(h) Successors and Assigns. This A Note shall be binding upon Maker, its
successors, assigns and transferees, and shall inure to the benefit of and be
enforceable by Payee and its successors and assigns.
IN WITNESS WHEREOF, Maker has caused this A Note to be executed on its behalf by
an officer thereunto duly authorized as of the date set forth above.
BELMAC CORPORATION, a Florida
corporation
[SEAL]
By: _________________________
ATTEST: _____________________
___________________ Assistant Secretary
Page 8 of 8 Pages
EXHIBIT 99.1
<PAGE>
[LETTERHEAD OF BELMAC CORPORATION]
NEWS RELEASE
FOR IMMEDIATE RELEASE
BELMAC COMPLETES $1.77 MILLION PRIVATE PLACEMENT
TAMPA, FLORIDA, November 3, 1995 - Belmac Corporation (ASE:BLM) announced today
that it has completed $1.77 million of private placements of units resulting in
net proceeds to the Company (after payment of commissions and expenses of the
placement agent) of approximately $1.59 million. The units included the sale of
12% promissory notes, which become due between July 31, 1996 and September 30,
1996, in the aggregate principal amount of $1,770,000 and 251,250 shares of
Common Stock representing approximately 8.4% of the outstanding Common Stock.
Holders of promissory notes in the aggregate principal amount of $720,000 may,
at their option, convert the notes into an aggregate of 240,000 shares of Common
Stock, which would represent an additional 7.4% of the outstanding Common Stock.
"The proceeds will be used to fund the Company's working capital needs" said
James R. Murphy, Chairman and CEO of Belmac. Mr. Murphy noted that with the
current trend of increased revenues and reduced expenses, the added available
capital will facilitate Belmac's efforts to attain profitability.
Belmac Corporation, headquartered in Tampa, Florida is an international
pharmaceutical and healthcare company engaged in the research & development,
manufacturing, marketing and distribution of ethical pharmaceuticals, disposable
healthcare products and fine chemicals in France, Spain and the United States.
FOR FURTHER INFORMATION, CONTACT:
James R. Murphy, Chairman & CEO
(813) 286-4401
