<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended DECEMBER 31, 1999, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the Transition period from to
COMMISSION FILE NUMBER: 0-19707
INNERDYNE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 87-0431168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1244 Reamwood Avenue, Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 745-6010
----------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
Preferred Share Purchase Rights
(Title of Class)
----------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $96,301,670 as of February 29, 2000, based upon
the closing sale price of the issuer's Common Stock on the Nasdaq National
Market reported for such date. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common Stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
There were 22,248,449 shares of issuer's Common Stock issued and
outstanding as of February 29, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
The Registrant hereby amends the following items of its Form 10-K for
the fiscal year ended December 31, 1999 filed with the Securities and Exchange
Commission on March 22, 2000:
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
As of April 28, 2000, the following persons were directors of the
Company:
<TABLE>
<CAPTION>
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---------------- --- -------------------- --------------
<S> <C> <C> <C>
William G. Mavity 50 President and Chief Executive Officer of 1993
the Company
Edward W. Benecke (1) 56 President of Medical Contracts 1995
Associates, a provider of consulting
services to health care companies in the
areas of marketing and distribution
Robert M. Curtis (2)(3) 53 President of VanMed, a medical venture 1993
capital incubator
Eugene J. Fischer (1) 53 General Partner of Pathfinder Venture 1989
Capital Funds, a group of venture capital
funds
John A. Hinds (2)(1) 63 Venture capital investor 1999
Steven N. Weiss (2)(3) 53 General Partner of Medical Technology 1987
Partners, a venture capital firm
</TABLE>
- ----------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Stock Option Subcommittee of the Compensation Committee.
Except as set forth below, each of the directors has been engaged in his
principal occupation described above during the past five years. There is no
family relationship between any of the directors or executive officers of the
Company.
Mr. Mavity joined the Company as President, Chief Executive Officer and
a director in October 1993, after having spent more than twenty years in various
capacities with the 3M Company ("3M"), including more than ten years within a
number of the operating units of 3M's health care business. From August 1992
until October 1993, Mr. Mavity served as Operations Director for 3M's Medical
Device Division. From April 1989 until August 1992, Mr. Mavity served as General
Manager of 3M's Sarns cardiovascular surgery business unit. Mr. Mavity holds a
B.E.A. degree from the University of Delaware.
Mr. Benecke has served as a director of the Company since 1995. Mr.
Benecke is the President of Medical Contracts Associates, an organization that
provides consulting services to health care companies in the areas of marketing
and distribution. Prior to forming the above entity in 1994, Mr. Benecke spent
25 years within various units of Johnson & Johnson, one of the world's leading
suppliers of health care products. From 1987 to 1993, he was Vice President of
Corporate National Accounts and headed an organization responsible for
implementing and managing Johnson & Johnson's multi-company agreements and
overall business relationships with the major multi-hospital systems and
alliances in the United States. Mr. Benecke holds a B.S. degree in business
administration from Southeast Missouri State University.
1
<PAGE> 3
Mr. Curtis has served as a director of the Company since 1993 and has
also served periodically as a consultant to the Company on an "as-needed" basis
since that time. Mr. Curtis is President of VanMed, a medical venture capital
incubator, which identifies, reviews, arranges funding for and manages the early
stage success of seed health care investment opportunities. From 1991 to 1996,
he was Principal of Robert Curtis Associates, a business development and
management consulting firm. From 1990 to 1991, Mr. Curtis served as President,
Chief Executive Officer and Chairman of Urosystems, Inc., which was sold to
Medtronic, Inc. From 1976 to 1990, he held a number of positions at Shiley,
Inc., a manufacturer of medical devices, and its parent corporation, Pfizer,
Inc., a diversified health care products company. He has served, at various
times, as President, Chief Executive Officer and Chairman of the Board of
Directors of Shiley, Inc. and as a Senior Vice President and a member of the
Board of Directors of Pfizer Hospital Products Group, the medical device
division of Pfizer, Inc. Mr. Curtis holds BS and MS degrees from the University
of California, Berkeley.
Mr. Fischer has served as a director of the Company since 1989. Since
1989, he has been a general partner of Pathfinder Venture Capital Funds, a group
of venture capital funds. Since 1996, he has also been a managing member of the
general partner of Capstone Ventures, a venture capital fund. From 1983 to 1988,
he was a general partner of Technology Funding, Ltd., a venture capital
management company, where he was responsible for investments in computer and
software technology, medical systems and pharmaceuticals. Mr. Fischer holds B.S.
and M.S. degrees from the University of Minnesota and the University of
California, respectively. Mr. Fischer also serves as a director of a number of
privately held companies.
Mr. Hinds has served as a director of the Company since June 8, 1999.
Mr. Hinds is currently active in venture capital investing and serves on several
technology company board of directors. He retired as Executive Vice President of
VeriFone in July 1996, where he was responsible for all field operations
worldwide including marketing, sales, service, application software development
and product support. He was a senior executive of AT&T for 10 years where he
served as President, AT&T International from 1987 through 1992. He was also an
executive of General Electric for 13 years. Mr. Hinds was President of the
Switzerland-based International Organization for Standardization (ISO) for the
1992-1994 term. He holds a BA degree in Pre-Engineering from Pomona College and
an MS degree in Mechanical Engineering from the University of Santa Clara.
Mr. Weiss has served as a director of the Company since 1987. Mr. Weiss
has been a general partner of Medical Technology Partners, a venture capital
firm, since 1997. From 1985 to 1999 he was a general partner of Montgomery
Medical Ventures II, LP, a venture capital firm. Mr. Weiss has held a number of
senior management positions in the medical device industry and holds B.S. and
M.S. degrees from City College of New York and an M.B.A. from Fordham
University. Mr. Weiss also serves as a director of a number of privately held
companies.
See "Item 1. Business - Executive Officers of the Company" for
information with respect to the executive officers of the Company.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Mr. Weiss has consented, without admitting or denying any wrongdoing, to
the entry of an administrative cease and desist order issued by the Securities
and Exchange Commission on July 1, 1997 in connection with allegations that he
did not timely file certain reports required as a result of his indirect
beneficial ownership in Montgomery Medical Ventures II, LP, a California Limited
Partnership ("MMV") under Section 16 of the Exchange Act. Mr. Weiss is a general
partner of MMV. Mr. Weiss has informed the Company that he believes that the
alleged untimely filings were inadvertent and resulted neither in any economic
harm to any person nor economic gain to Mr. Weiss or MMV.
2
<PAGE> 4
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission (the "SEC"). Specific filing deadlines for
these reports have been established, and the Company is required to disclose in
this Annual Report on Form 10-K any failure to file by these dates during the
fiscal year ended December 31, 1999. To the best of the Company's knowledge, all
of these filing requirements have been satisfied. In making this statement, the
Company has relied solely on its review of copies of such reports received by
the Company and on written representations of its directors and executive
officers and any ten percent holders that no other reports were required.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by the Company for
each of the three years ended December 31, 1999, 1998 and 1997, to the Company's
Chief Executive Officer and the other most highly compensated executive officers
of the Company whose total annual salary and bonus exceeded $100,000 for 1999.
The Company had only three executive officers other than the Chief Executive
Officer in 1999.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------------------------------------- ------------
Securities All Other
Other Annual Underlying Compensation
Name and Principal Position Year Salary ($) Bonus ($)(1) Compensation ($) Options (#) ($)(2)
--------------------------- ---- ---------- ------------ ---------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
William G. Mavity (3) 1999 $298,000 $63,325 $7,200 150,000 $264
President and Chief 1998 278,674 60,000 7,478 100,000 24
Executive Officer 1997 250,673 55,000 7,200 100,000 46
Robert A. Stern (4) 1999 161,385 17,500 0 20,000 217
Vice President and Chief 1998 160,385 15,200 0 55,000 24
Financial Officer 1997 148,385 0 0 25,000 46
Daniel J. Genter (5) 1999 181,038 56,200 6,642 30,000 243
Senior Vice President of 1998 179,246 41,200 6,897 60,000 24
Sales and Marketing 1997 165,262 43,758 6,642 45,000 46
Michael J. Orth (6) 1999 159,615 0 0 20,000 217
Vice President of Research 1998 151,071 13,500 0 50,000 24
and Development 1997 129,306 0 0 100,000 46
</TABLE>
- ----------
(1) 1999 bonuses were paid in 2000 to executive officers based upon
performance in 1999. 1998 bonuses were paid in 1999 based upon
performance in 1998. 1997 bonuses were paid in 1998 based upon
performance in 1997.
(2) Reflects the cost of insurance premiums paid by the Company for term
life insurance under the Company's group life insurance employee
benefit.
(3) Mr. Mavity has a severance arrangement with the Company pursuant to
which he is entitled to the equivalent of one year's salary in the event
his employment is terminated without cause. He also has a "change of
control" arrangement with the Company. See "Employment Agreements."
Other Annual Compensation for 1997, 1998 and 1999 consists of an
automobile allowance provided to Mr. Mavity.
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<PAGE> 5
(4) Mr. Stern commenced employment with the Company in January 1996. Mr.
Stern resigned from the Company in March 2000. Prior to his resignation,
Mr. Stern had a severance arrangement with the Company pursuant to which
he was entitled to the equivalent of six months' salary in the event his
employment was terminated without cause. He also had a "change of
control" arrangement with the Company. See "Employment Agreements."
(5) Mr. Genter commenced employment with the Company in April 1996. Mr.
Genter has a severance arrangement with the Company pursuant to which he
is entitled to the equivalent of six months' salary in the event his
employment is terminated without cause. He also has a "change of
control" arrangement with the Company. See "Employment Agreements."
Other Annual Compensation for 1997, 1998 and 1999 consists of an
automobile allowance and auto insurance provided to Mr. Genter.
(6) Mr. Orth resigned from the Company in January 2000. Prior to his
resignation, Mr. Orth had a "change of control" arrangement with the
Company. See "Employment Agreements."
STOCK OPTION GRANTS IN FISCAL 1999
The following table sets forth information for the executive officers
named in the Summary Compensation Table with respect to grants of options to
purchase Common Stock of the Company made in 1999 and the value of all options
held by such executive officers on December 31, 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------------------
POTENTIAL RELIABLE VALUE AT
NUMBER OF PERCENT OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (2)
OPTIONS GRANTED EMPLOYEES IN PRICE EXPIRATION ----------------------------
NAME (SHARES) FISCAL YEAR (1) ($ PER SHARE) DATE 5% ($) 10% ($)
---- --------------- --------------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William G. Mavity .. 150,000 23.4% $ 2.875 9/14/09 $ 702,461 $1,118,551
Robert A. Stern .... 20,000 3.1% 1.875 6/8/09 61,084 97,265
Daniel J. Genter ... 30,000 4.7% 1.875 6/8/09 91,625 145,898
Michael J. Orth .... 20,000 3.1% 1.875 6/8/09 61,084 97,265
</TABLE>
- ---------------
(1) The Company granted options to employees to purchase an aggregate of
641,900 shares of Common Stock during 1999.
(2) Potential realizable values are reported net of the option exercise
price but before taxes associated with exercise. These amounts represent
certain assumed rates of appreciation only. Actual realized gains, if
any, on stock option exercises are dependent on future performance of
the Company's Common Stock, as well as the optionee's continued
employment through the vesting period.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information for the executive officers
named in the Summary Compensation Table with respect to exercises in 1999 of
options to purchase Common Stock of the Company.
4
<PAGE> 6
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
ACQUIRED ON YEAR-END (#) AT FISCAL YEAR-END ($)
NAME EXERCISE (#) VALUE REALIZED ($)(1) (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)(1)
- ---- ------------ --------------------- --------------------------- ------------------------------
<S> <C> <C> <C> <C>
William G. Mavity ... 0 0 765,113/220,303 $1,599,763/$274,194
Robert A. Stern ..... 0 0 179,297/64,453 $450,587/$145,663
Daniel J. Genter .... 0 0 221,644/70,856 $558,798/$153,734
Michael J. Orth ..... 0 0 203,754/49,996 $513,292/$109,833
</TABLE>
- --------------
(1) Value calculated by determining the difference between the fair market
value of underlying securities at exercise date (for value realized) or
year-end (for value at year-end), and the exercise price. The closing
price of the Company's Common Stock on December 31, 1999 was $3.50 per
share.
COMPENSATION OF DIRECTORS
Directors of the Company are reimbursed for expenses actually incurred
in attending meetings of the Board of Directors and its committees. In addition,
non-employee members of the Board of Directors receive a yearly fee of $10,000
(distributed quarterly and pro rated in the event that the director serves for
only part of the quarter). In addition, effective November 30, 1999,
non-employee members of the Board of Directors have received the following fees
for attendance at Board of Directors and committee meetings: $1,000 per meeting
of the Board of Directors attended; $1,000 per meeting of a committee of the
Board of Directors attended if not held in conjunction with regularly scheduled
Board of Directors meeting; $500 per telephone meeting of the Board of Directors
attended; and $500 per telephone meeting of a committee of the Board of
Directors attended if not held in conjunction with a telephone meeting of the
full Board of Directors. During 1999, the Board of Directors fee for Mr. Nohra
was paid directly to Burr, Egan, Deleage & Co. The Board of Directors fee for
Mr. Weiss has been paid directly to Montgomery Medical Ventures II, LP. and the
Board of Directors fee for Mr. Fischer has been paid directly to Pathfinder
Ventures, Inc. An entity affiliated with Mr. Benecke provided $13,333 in
consulting services to the Company in 1999. See "Item 13. Certain Relationships
and Related Transactions." Mr. Curtis had a consulting agreement with the
Company which was inactive during 1996, 1997, 1998 and 1999 and has remained so
to date in 2000. The Company did not pay any consulting fees to Mr. Curtis in
1999. See "Item 13. Certain Relationships and Related Transactions."
Each non-employee director participates in the Company's 1991 Directors'
Stock Option Plan, pursuant to which non-employee directors are automatically
granted options to purchase shares of Common Stock of the Company on the terms
and conditions set forth in such plan. During the fiscal year ended December 31,
1999, options to purchase 10,000 shares of Common Stock were granted under the
Company's 1991 Directors' Stock Option Plan to each of Messrs. Benecke, Curtis,
Fischer and Weiss at an exercise price of $1.84375 per share and to Mr. Hinds at
an exercise price of $1.875 per share.
Medical Contracts Associates ("MCA"), an entity of which Mr. Benecke is
President, has been retained by the Company to assist in the procurement and
servicing of contracts with group purchasing organizations. Under this
arrangement, the Company pays MCA $10,000 per contract (as may be adjusted under
certain circumstances) for certain contracts entered into with the assistance of
MCA. Under this arrangement, the Company paid MCA $13,333 in 1999. As of
December 31, 1999, the Company owed no money to MCA. See "Item 13. Certain
Relationships and Related Transactions."
EMPLOYMENT AGREEMENTS
William G. Mavity and Daniel E. Genter, officers of the Company, have
employment agreements with the Company pursuant to which they are entitled to
the equivalent of one year's and six months'
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salary, respectively, in the event of termination of employment without cause.
Prior to his resignation in March 2000, Robert A. Stern, an officer of the
Company, had an employment agreement with the Company pursuant to which he was
entitled to the equivalent of six months' salary in the event of termination of
employment without cause.
The Company has adopted certain "change of control" arrangements with
William G. Mavity, and Daniel J. Genter pursuant to which all options granted to
such executive officers to purchase the Company's Common Stock shall immediately
vest in the event that such officer's employment is involuntary terminated
without cause within a specified period of time following a change of control.
Mr. Mavity's change of control agreement terminates upon the earlier of (i) the
date that all obligations of the parties under the agreement have been satisfied
or (ii) two years after a change of control. Mr. Genter's change of control
agreement terminates upon the earlier of (i) the date that all obligations of
the parties under the agreements have been satisfied or (ii) one year after a
change of control. Events constituting a change of control include (i) any
person acquiring 50% or more of the total voting power represented by the
Company's then outstanding voting securities without the approval of the Board,
(ii) any merger, sale of assets or liquidation of the Company in which the
Company's outstanding voting securities prior to the transaction cease to
represent at least 50% of the total voting power represented by the voting
securities of the Company or of the surviving entity after the transaction or
(iii) replacing a majority of the Board of Directors. Prior to their respective
resignations in January and March 2000, Michael J. Orth and Robert A. Stern had
"change of control" arrangements with the Company substantially identical to the
arrangements of Daniel J. Genter described above.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
See "Compensation of Directors" above for a discussion of certain
information with respect to directors serving on the Compensation Committee.
The members of the Compensation Committee of the Board of Directors
during 1999 were Robert M. Curtis, Steven N. Weiss and, until his term ended on
May 27, 1999, former director Guy P. Nohra. John A. Hinds joined the
Compensation Committee as of June 8, 1999. No member of the Compensation
Committee or executive officer of the Company has a relationship that would
constitute an interlocking relationship with executive officers or directors of
another entity.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
Common Stock as of March 31, 2000 as to (i) each person who is known by the
Company to beneficially own more than five percent of the Company's Common
Stock, (ii) each of the Company's directors and nominees, (iii) each of the
executive officers and former executive officers named in the Summary
Compensation Table beginning on page 3, and (iv) all directors and executive
officers as a group. Unless otherwise indicated, the address of each of the
named individuals is c/o InnerDyne, Inc., 1244 Reamwood Avenue, Sunnyvale, CA
94089.
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<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)
-----------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT OF TOTAL
- ------------------------------------ ------ -----------------------------
<S> <C> <C>
Perkins Capital Management, Inc. (2) 1,270,500 5.61%
730 East Lake Street
Wayzata, MN 55391-1769
Trimark Financial Corporation (3) 1,532,216 6.77%
One First Canadian Place, Suite 5600
P.O. Box 487
Toronto, Ontario
Canada M5X 1E5
Pathfinder Venture Capital Fund III, LP 370,289 1.64%
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Edward W. Benecke (4) 44,000 .19%
Robert M. Curtis (5) 94,000 .42%
Eugene J. Fischer (6) 441,522 1.95%
Daniel J. Genter (7) 283,690 1.25%
John A. Hinds 5,000 0.02%
William G. Mavity (8) 851,802 3.76%
Michael J. Orth (9) 0 .00%
Robert A. Stern (10) 193,991 .86%
Steven N. Weiss (11) 20,000 .09%
All directors and executive officers as a group 1,740,014 7.69%
(7 persons) (12)
</TABLE>
- --------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock
subject to options currently exercisable, or exercisable within 60 days,
are deemed outstanding for computing the percentage of the person
holding such option but are not deemed outstanding for computing the
percentage of any other person. Except as indicated by footnote, and
subject to community property laws where applicable, the persons named
in the table above have sole voting and investment power with respect to
all shares of Common Stock shown as beneficially owned by them. The
Percent of Total is calculated based on 22,628,286 shares outstanding as
of March 31, 2000.
(2) Consists of 564,600 shares with sole voting power and 1,270,500 shares
with sole dispositive power.
(3) Includes 1,532,216 shares held by certain Trimark mutual funds for which
Trimark Investment Management Inc. ("TIMI") acts as an investment
adviser and manager. Trimark Financial Corporation owns 100% of the
voting equity securities of TIMI.
(4) Includes 44,000 shares subject to options exercisable within 60 days of
March 31, 2000.
(5) Includes 94,000 shares subject to options exercisable within 60 days of
March 31, 2000.
(6) Includes 370,289 shares held by Pathfinder Venture Capital Fund III, LP,
of which Mr. Fischer is a general partner. Mr. Fischer may be deemed to
be a beneficial owner of such shares because of his position as a
general partner of such partnership. Mr. Fischer disclaims beneficial
ownership of such shares except to the extent of his proportionate
partnership interest therein. Includes 27,233 shares held by Mr. Fischer
individually and 44,000 shares subject to options exercisable within 60
days of March 31, 2000.
(7) Includes 248,609 shares subject to options exercisable within 60 days of
March 31, 2000.
(8) Includes 793,775 shares subject to options exercisable within 60 days of
March 31, 2000.
(9) Mr. Orth resigned from the Company in January 2000.
(10) Includes 188,991 shares subject to options exercisable within 60 days of
March 31, 2000. Mr. Stern resigned from the Company effective March 28,
2000.
(11) Includes 20,000 shares subject to options exercisable within 60 days of
March 31, 2000.
(12) Includes 1,244,384 shares subject to options exercisable within 60 days
of March 31, 2000 held by all executive officers and directors of the
Company.
7
<PAGE> 9
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Medical Contracts Associates ("MCA"), an entity of which Edward W.
Benecke is President, has been retained by the Company to assist in the
procurement and servicing of contracts with group purchasing organizations.
Under this arrangement, the Company pays MCA $10,000 per contract (as may be
adjusted under certain circumstances) for certain contracts entered into with
the assistance of MCA. Under the arrangement, the Company paid MCA an aggregate
of $13,333 in 1999. As of December 31, 1999, the Company owed no money to MCA.
See "Item 11. Executive Compensation -- Compensation of Directors."
Mr. Curtis has a consulting agreement with the Company which was
inactive during 1996, 1997, 1998 and 1999 and has remained so to date in 2000.
The Company did not pay any consulting fees to Mr. Curtis in 1998. See "Item 11.
Executive Compensation -- Compensation of Directors."
See "Item 11. Executive Compensation -- Compensation of Directors." for
a description of certain severance and change of control arrangements between
the Company and William G. Mavity and Daniel J. Genter, officers of the Company.
The Company believes that all of the transactions set forth above were
made on terms no less favorable to the Company than could have been obtained
from unaffiliated third parties.
The Company has entered into indemnification agreements with each of its
directors and executive officers which may require the Company, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers, to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified, and to obtain directors' and officers' liability insurance if
available on reasonable terms.
8
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INNERDYNE, INC.
Date: April 28, 2000 By: /s/ WILLIAM G. MAVITY
--------------------------------------
William G. Mavity
President and Chief Executive Officer
9
