UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1996
---------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from --------- to ---------
Commission file number: 0-27840
------------------
CELL ROBOTICS INTERNATIONAL, INC.
----------------------------------------------
(Name of Small Business Issuer in its Charter)
Colorado 84-1153295
- -------------------------------- -----------------------
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification number
2715 Broadbent Parkway N.E., Albuquerque, New Mexico 87107
- ---------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (505) 343-1131
------------------
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Title of Class
--------------
Common Stock, $.004 par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ X ] No
[ ]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The Issuer's revenues for the fiscal year ended December 31, 1996 were
$594,071.
As of March 31, 1997, the aggregate market value of the Common Stock of the
Registrant based upon the closing bid price of the Common Stock as quoted on
the OTC Electronic Bulletin Board held by non-affiliates of the Issuer was
$9,409,257. As of March 31, 1997, 5,013,414 shares of Common Stock of the
Issuer were outstanding.
<PAGE>
<PAGE>
PART III
Part III, Items 9, 10, 11 and 12 are incorporated herein by reference from the
Registrant's definitive proxy statement relating to its Annual Meeting of
Shareholders which will be filed in an amendment within 120 days of December
31, 1996.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
Exhibits
- --------
** 3.1 Amended and Restated Articles of Incorporation
** 3.2 Amended and Restated Bylaws
** 3.3 Articles of Amendment to the Articles of Incorporation dated
May 23, 1995
** 4.1 Specimen Certificate of Common Stock
** 4.2 Specimen Class A Common Stock Purchase Warrant
** 4.3(a) Placement Agent's Common Stock Purchase Warrant for 6.8 Units
** 4.3(b) Placement Agent's Common Stock Purchase Warrant for 4.7 Units
** 4.4 Warrant Agreement
* 10.1 Placement Agency Agreement
* 10.2 Agreement and Plan of Reorganization between and among Cell
Robotics, Inc., Intelligent Financial Corporation, MiCel,
Inc., Bridgeworks Investors I, L.L.C., and Ronald K.
Lohrding.
* 10.3 Employment Agreement of Ronald K. Lohrding.
* 10.4 Employment Agreement of Craig T. Rogers.
* 10.5 Financing and Capital Contribution Agreement between and
among Cell Robotics, Inc., Intelligent Financial Corporation,
MiCel, Inc., and Bridgeworks Investors I, L.L.C.
* 10.6 Irrevocable Appointment of Voting Rights by Dr. Lohrding to
MiCEL, Inc.
* 10.7 Stock Pooling and Voting Agreement
** 10.8 Royalty Agreement dated September 11, 1995 between the
Registrant, Cell Robotics, Inc., and Mitsui Engineering &
Shipbuilding Co., Ltd.
** 10.9 Agreement of Contribution and Mutual Comprehensive Release
dated September 11, 1995 between the Company, Cell Robotics,
Inc. and Mitsui Engineering & Shipbuilding Co., Ltd.
** 10.10 Distribution Agreement dated April 6, 1995, between Carl
Zeiss, Inc. and the Registrant
** 10.11 Distribution Agreement dated December 15, 1994, between
MiCEL, Inc. and the Registrant
** 10.12 Revised License Agreement dated January 5, 1996 between the
Registrant and the Regents of the University of California
** 10.13 Purchase Agreement with Tecnal Products, Inc.
** 10.14 License Agreement with NTEC
***** 10.15 Employment Agreement of Travis Lee
**** 10.16 License Agreement dated May 13, 1996, between the Registrant
and GEM Edwards, Inc.
***** 11.1 Calculation of Loss Per Share for the for the twelve months
ended December 31, 1996 and 1995
*** 16.00 Letter of Schumacher & Associates, Inc., Certified Public
Accountants, filed pursuant to Item 304(a)(3) of
Regulation S-B
** 21.0 Subsidiaries
________________________________
* Incorporated by reference from the Registrant's Current Report on Form
8-K dated February 23, 1995, as filed with the Commission on March 10,
1995.
** Incorporated be reference from the Registrant's Pre-Effective Amendment
No. 1 to Registration Statement on Form SB-2, which was declared
effective by the Commission on February 14, 1996.
*** Incorporated by reference from the Registrant's Current Report on Form
8-K dated May 18, 1995, as filed with the Commission on May 25, 1995.
**** Incorporated be reference from the Registrant's Post-Effective
Amendment No. 1 to Registration Statement on Form SB-2, filed with the
Commission on July 15, 1996.
***** Filed herewith.
CURRENT REPORTS ON FORM 8-K
- ---------------------------
The Company did not file any Current Report on Form 8-K during the
quarter ended December 31, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Registrant: CELL ROBOTICS INTERNATIONAL, INC.
By (Signature & Title): /s/ Ronald K. Lohrding
-------------------------------------
Ronald K. Lohrding, President
Date: 6/3/97
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
(Signature & Title) /s/ Ronald K. Lohrding
-------------------------------------------
Ronald K. Lohrding
Chairman of the Board, President, and Chief
Date: 6/3/97 Executive Officer
(Signature & Title) /s/ Craig T. Rogers
-------------------------------------------
Craig T. Rogers
Date: 6/3/97 Secretary, Treasurer, Director
(Signature & Title) /s/ John Hanlon
-------------------------------------------
John Hanlon
Date: 6/3/97 Chief Financial Officer, Principal
Accounting Officer
(Signature & Title) /s/ Mark Waller
-------------------------------------------
Mark Waller, Director
Date: 6/3/97
(Signature & Title) /s/ Raymond Radosevich
-------------------------------------------
Raymond Radosevich, Director
Date: 6/3/97
<PAGE>
EXHIBIT 10.15
CELL ROBOTICS, INC.
EMPLOYMENT AGREEMENT
CELL ROBOTICS, INC., a New Mexico corporation ("Company"), and H. Travis
Lee ("Employee") agree:
1. Employment.
----------
Company hereby employs Employee for the period beginning on the date
of this Employment Agreement, and ending upon discharge or resignation of
Employee (hereinafter called the "Employment Period"). During the Employment
Period, Employee will serve without additional compensation in all capacities
to which Employee is elected or appointed by Company or any related entities.
Employee will devote sufficient time and energies to the business of Company
to accomplish the duties assigned, will perform to the best of Employee's
ability all duties assigned to Employee by Company and will devote Employee's
best efforts to advance the interests of Company.
2. Compensation.
------------
For all services performed by Employee for Company during the
Employment Period, Company will pay Employee such salary as determined by
Company and Employee. Employee will be entitled to participate in employee
benefit plans established by Company.
3. Reimbursement of Expenses.
-------------------------
Company recognizes that Employee, in performing Employee's duties
under this Employment Agreement, will be required to spend sums of money in
connection with those duties for the benefit of Company. Employee may present
to Company an itemized voucher listing expenses paid by Employee in the
performance of Employee's duties on behalf of Company, and on presentation of
such itemized voucher, Company will reimburse Employee for all reasonable
expenses itemized thereon, including, but not limited to, travel, meals and
lodging.
4. Holidays, Vacation and Sick Leave.
---------------------------------
Employee will be entitled to 11 holidays, 15 days vacation and 9
days sick leave per year as agreed to by Company. During such holidays,
vacation and sick leave, Employee will receive Employee's usual compensation.
5. Restrictions.
------------
Employee may not during the Employment Period, and for a period of
one year following the termination of the Employment Period, directly or
indirectly, own, manage, operate, invest in, control, be employed by,
participate in, or be connected in any manner with the ownership, management,
operation or control of any business within the state of New Mexico which is
similar to or competing with a business conducted by Company at any time
during the Employment Period.
<PAGE>
6. Confidential Information; Inventions.
------------------------------------
As a condition of employment, Employee agrees to execute an Employee
Confidential Information and Inventions Agreement, in the form attached hereto
as Exhibit A.
7. Resignation and Discharge.
-------------------------
Employee may resign by giving 10 working days' prior written notice
to Company before resigning; Employee's death will constitute a resignation.
Company may discharge Employee at any time without cause upon 10 working days'
prior written notice to Employee. If the Employment Period is terminated by
resignation or discharge, Employee will be paid Employee's salary on a pro
rata basis through the date of resignation or discharge, and if requested by
Company, Employee will continue to render Employee's services through the date
of resignation or discharge. If during the Employment Period Employee
violates any term or condition of the Employment Agreement or fails to perform
any obligation contained in this Employment Agreement, Company may immediately
discharge Employee without liability for salary after the date of the
discharge and without any other liability to Employee.
8. Change in Control Provisions.
----------------------------
If there is a "Change in Control" of the Company, and if the "Change
in Control" results in the termination of the Employee or the Employee decides
to resign within 45 days of the "Change in Control" action, then the Company
shall be obligated to pay to Employee Termination Payments equal to, in the
aggregate, the Employee's then prevailing annual total compensation including
base salary and fringe benefits. Such payments shall be due and payable in
twelve (12) equal monthly installments commencing one month after the
Termination Date.
"Change in Control" shall mean any transaction of the Company involving:
- The merger or consolidation of the Company into or with another entity
where the Company"s shareholders receive less than 50% of the outstanding
voting securities of the new or continuing entity,
- the sale of all or substantially all of the Company's assets,
- any person becoming a beneficial owner, directly or indirectly, of the
securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities.
9. Personnel Policies.
------------------
Company's personnel policies apply to all of Company's employees,
including Employee, and describe additional terms and conditions of employment
of Employee. Those terms and conditions, as they may be revised from time to
time by Company, are incorporated by reference into this Employment Agreement.
Company reserves the right to revise the personnel policies from time to
time, as Company deems necessary. If any personnel policy provisions conflict
with a provision of this Employment Agreement, the terms of the Employment
Agreement will govern.
10. Arbitration.
-----------
Any controversy arising out of this Employment Agreement or the
breach of any term or condition of this Employment Agreement will be settled
by arbitration in the city in which the principal office of the Company is
located in accordance with the rules then in effect of the American
Arbitration Association, and judgment upon the award rendered may be entered
in any court having jurisdiction thereof.
11. Binding Effect.
--------------
This Employment Agreement constitutes the entire understanding of
the parties with respect to its subject matter, may be modified only in
writing signed by the parties, is governed by and construed in accordance with
the laws of New Mexico and will bind and inure to the benefit of Employee and
Employee's personal representative and Company and Company's successors and
assigns.
DATED: December 5, 1996
COMPANY: EMPLOYEE:
CELL ROBOTICS, INC.,
a New Mexico corporation
By: /s/ Ronald K. Lohrding 12/5/96 /s/ H. Travis Lee 12/6/96
-------------------------------- ---------------------------
Ronald K. Lohrding Date H. Travis Lee Date
Its President
