<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission file number 0-25998
BIOSAFE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
--------------------
Nevada 95-4203626
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Fawcett Street
Cambridge, Massachusetts 02138
(Address of principal executive offices) (Zip Code)
(617) 497-4500
(Registrant's telephone number, including area code)
--------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
Series A Warrants
Series C Warrants
Series D Warrants
Series E Warrants
Placement Agent Warrants
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. ___
As of April 29, 1996, the market value of the voting stock of the
Registrant held by non-affiliates of the Registrant was $26,020,643.
The number of shares of the Registrant's common stock, par value $.001
per share, outstanding as of April 29, 1996 was 11,759,254.
<PAGE> 2
EXPLANATORY NOTE: This amendment amends the Form 10-K filed with the Securities
- - ---------------- and Exchange Commission on May 7, 1996. Items 10, 11, 12
13, and 14 have been changed.
PART I
ITEMS 1 - 9
Items 1 - 9 are unchanged.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Information Regarding Directors and Executive Officers
- - ------------------------------------------------------
<TABLE>
The following table and biographical descriptions set forth certain
information as of April 29, 1996 with respect to the seven Nominees for election
as directors at the Annual Meeting and the executive officers who are not
directors, based on information furnished to the Company by each director and
officer. The following information is as of April 29, 1996, unless otherwise
specified.
<CAPTION>
DIRECTORS
---------
AMOUNT AND NATURE OF
DIRECTOR BENEFICIAL OWNERSHIP PERCENT
NAME AGE SINCE OF COMMON
- - ------------------------------------- --- ----- ---------
STOCK OF CLASS
- - ----- --------
<S> <C> <C> <C> <C>
Jay Matulich 42 1995 7,600 *
Philip Strauss 48 1996 0 0%
Richard S. Golub 45 1996 19,688 *
William B. Philipbar 71 1996 0 0%
Daniel J. Shannon 62 1994 10,938 *
Dr. Barry Simmons 56 1990 216,249 1.8%
Bill G. Taylor 71 1990 211,000 1.8%
<FN>
- - --------------
* Less than one percent.
</TABLE>
Nominees for Election at 1996 Annual Meeting -- Term to Expire in 1997
- - ----------------------------------------------------------------------
Jay J. Matulich. Since October 1994, Mr. Matulich has been a Senior
Vice President of Capital Growth International LLC, formerly U.S. Sachem
Financial Consultants, L.P. ("Capital Growth"). From May 1990 to October 1994,
Mr. Matulich was a Vice President of Gruntal & Co., Incorporated, investment
bankers. Mr. Matulich was elected to the Board of Directors in March 1995
pursuant to an agreement between the Company and Capital Growth, in connection
with Capital Growth's role as placement agent for certain securities of the
Company. This agreement requires that Mr. Matulich be nominated for election to
at least three one-year terms.
Philip Strauss. Mr. Strauss has been the Chief Executive Officer, Chief
Operating and Treasurer since March 27, 1996 and previously had been Executive
Vice President and Chief Operating Officer of the Company since September 1995.
He has 24 years of experience in project, business and corporate development.
Mr. Strauss was co-founder of BioMedical Waste Systems, Inc., a publicly-held
waste management firm, where he
1
<PAGE> 3
served as Executive Vice President from its inception in 1987 until May 1993 and
as a Director from inception until May 1994.
Richard S. Golub. Mr. Golub has been a Director of the Company since
May 8, 1996. He is President of Worldwide Information Systems, a private
consulting and publishing company in the environmental technology industry.
Through Worldwide Information Systems and his two newsletters, Hazardous
Materials Update Report and Oil Pollution Bulletin, Mr. Golub advises businesses
on development, marketing and financing issues. He is also founder and chairman
of the Environmental Business Conferences, which organizes biannual forums of
issues in the environmental industry. He is a member of the Environmental
Advisory Board of Charles River Partnership IV, a venture capital fund that
invests in the environmental industry.
William B. Philipbar. Mr. Philipbar has been a Director of the Company
since May 8, 1996. He is currently a director of Matlack Systems, Inc., Rollins
Leasing Corp., Rollins Environmental Services, Inc. and Consolidated Waste
Systems. Until 1995 he was also a director of Charles River Ventures, a company
that he continues to serve as an advisor.
Daniel J. Shannon.. Mr. Shannon has been a Director of the Company
since 1994. He is a certified public accountant with experience in public and
private finance, public service, health care, and pension management. Mr.
Shannon is currently Director of LaSalle Street Capital Management, Ltd.
("LaSalle Capital"), a subsidiary of LaSalle National Trust, a financial
institution headquartered in Chicago, Illinois. Mr. Shannon's duties as Director
of LaSalle Capital are primarily those of an advisor to clients in the marketing
of investment products.
Dr. Barry Simmons. Dr. Simmons has been a Director of the Company since
1990. He is an orthopedic surgeon and has been associated with Brigham
Orthopedic Associates, Inc. at the Brigham and Women's Hospital since 1974. Dr.
Simmons has been the Chief, Hand Surgery Service, at both Brigham and Women's
Hospital and Children's Hospital Medical Center since 1982. In 1985, Dr. Simmons
was appointed an Associate Clinical Professor of Orthopedic Surgery at Harvard
Medical School, and in that same year, he began his association with Waterville
Valley Medical Associates, Inc. situated at the Waterville Valley Ski Area.
Bill G. Taylor. Mr. Taylor has been a Director of the Company since
1990. He is a private investor and was President and Chief Operating Officer of
The Halliburton Services Company and Executive Vice President of The Halliburton
Company. Mr. Taylor has over 40 years of diverse operating experience in large
organizations.
Senior Executive Officers Who Are Not Directors
- - -----------------------------------------------
Robert Rivkin. Mr. Rivkin, 37, a Certified Public Accountant, has been
Vice President of BioSafe since June 1994, Chief Financial Officer since January
1995 and Secretary since May 1995. Prior to joining BioSafe, Mr. Rivkin was a
principal at Envirovision Group Inc. ("EGI"), a full service environmental
engineering, consulting and contracting company, where he was responsible for
marketing and strategic planning, finance and overall business management.
S. Russell Sylva. Mr. Sylva, 57, has been a Vice President of BioSafe
in charge of regulatory affairs and government relations since 1993. From 1988
to 1993, Mr. Sylva was a Vice President of MFA/Environmental, Inc., where he
managed the development of the first fully privatized municipal sludge
composting facility in Massachusetts. Mr. Sylva is a former Assistant Secretary
for Environmental Affairs and Commissioner of the Department of Environmental
Protection for the Commonwealth of Massachusetts.
2
<PAGE> 4
The Board of Directors and Its Committees
- - -----------------------------------------
Board of Directors. The Company is currently managed by a seven-member Board of
Directors, a majority of whom are independent of the Company's management. Each
director will hold office for the one-year term to which he is elected and until
his successor is duly elected and qualified.
The Board of Directors held ten meetings during fiscal year 1995. Each
of the directors attended at least 75% of the total number of meetings of the
Board of Directors and of the committees of the Company of which he was a
member.
The Board of Directors has appointed a Compensation Committee and an
Executive Committee.
Compensation Committee. The Compensation Committee, which consisted of
Jay Matulich and James Baker as of December 31, 1995, makes recommendations and
exercises all powers of the Board of Directors in connection with certain
compensation matters, including incentive compensation and benefit plans. The
Compensation Committee administers, and has authority to grant awards under, the
BioSafe International, Inc. 1995 Stock Option and Incentive Plan (the "Plan") to
the employee directors and management of the Company and its subsidiaries and
other key employees. The Compensation Committee met once in 1995.
Executive Committee. The Executive Committee, which consists of Messrs.
Matulich, Shannon and Taylor, is authorized to manage and direct the affairs of
the Company between meetings of the Board of Directors, subject to limitations
imposed by applicable law and other resolutions of the Board of Directors.
Compliance with Section 16(a) of the Exchange Act
- - -------------------------------------------------
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and the Nasdaq Small-Cap Market. Officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company and written representations that no other reports were required during
the fiscal year ended December 31, 1995, all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than 10% beneficial
owners were satisfied, except that Dr. Richard Rosen inadvertently filed a Form
4 Statement of Changes in Beneficial Ownership, which was due by August 10,
1995, approximately 40 days late.
ITEM 11. EXECUTIVE COMPENSATION
Director Compensation
- - ---------------------
Pursuant to a Resolution adopted by the Directors in January 1996, the
Company is not paying cash compensation to its Directors. Non-Employee Directors
are entitled to stock option grants under the 1995 Stock Option Plan for
Non-Employee Directors, described under Proposal III. The Board may reconsider
the payment of cash compensation to Directors at a future date.
Executive Compensation
- - ----------------------
Summary Compensation Table. The following table sets forth the aggregate
cash compensation paid by the Company with respect to the fiscal years ended
December 31, 1995, 1994 and 1993 to the Company's Chief Executive Officer and
each of the other two most senior executive officers in office on December 31,
1995 who earned at least $100,000 in cash compensation during 1995 (the "Named
Executive Officers"). The amounts set forth for the periods prior to March 29,
1995 were paid by BioSafe, Inc. for services rendered to BioSafe, Inc. The
Company had no operations and paid no compensation to its management prior to
March 29, 1995,
4
<PAGE> 5
when the Company acquired BioSafe, Inc. On that date, the previous management of
the Company resigned and the current members of management, as described herein,
assumed their present positions.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION SHARES
------------ UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS
($) (#)
- - ---------------------------------- ---- ------------ ------------
<S> <C> <C> <C>
Richard H. Rosen (1) 1995 180,000 0
Chief Executive Officer, President 1994 180,000 175,000
and Treasurer 1993 180,000 0
Robert Rivkin 1995 150,000 0
Vice President, Chief Financial 1994 75,000(2) 43,750
Officer and Secretary 1993 (2) (2)
S. Russell Sylva 1995 110,000 0
Vice President 1994 110,000 43,750
1993 (3) (3)
<FN>
- - -----------------
(1) Dr. Richard H. Rosen resigned from all offices and positions with the
Company on March 27, 1996.
(2) Mr. Rivkin joined the Company in 1994.
(3) Mr. Sylva joined the Company in 1993.
</TABLE>
Option Grants in Fiscal Year 1995. No options were granted with respect to
the fiscal year ended December 31, 1995 to the Company's Named Executive
Officers.
Option Exercises and Year-End Holdings. The following table sets forth the
options exercised during fiscal year 1995 and the value of the options held on
December 31, 1995 by the Company's Named Executive Officers.
5
<PAGE> 6
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995
AND FISCAL YEAR-END 1995 OPTION VALUES
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
YEAR-END (#) YEAR-END ($)
SHARES ------------ ------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- - ---------------- ------------ ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Richard H. Rosen 0 0 43,750/131,250(1) 95,703/287,109(1)
Robert S. Rivkin 0 0 43,750/0 95,703/0
S. Russell Sylva 0 0 43,750/0 95,703/0
<FN>
- - ------------
(1) These options expire 90 days from Dr. Rosen's resignation on March 27, 1996.
</TABLE>
Employment Agreements.
- - ---------------------
As of December 31, 1995, the Company was a party to employment
agreements with each of Dr. Rosen, Mr. Rivkin and Mr. Sylva. Dr. Rosen's
employment agreement expired by its own terms in March 1996, and he subsequently
resigned from the Company. The terms of the Company's employment agreements with
the remaining Named Executive Officers (collectively, the "Current Senior
Executives"), provide (i) that Mr. Rivkin receive a salary of $150,000 per year
and Mr. Sylva receive a salary of $110,000 per year (Mr. Sylva's salary was
increased to $125,000 per year effective January 1996); and (ii) that each of
the Current Senior Executives agree not to compete with BioSafe following
termination of his employment by BioSafe for a period of one year following such
termination. The terms of these agreements provide that they shall continue in
effect until terminated by either party, which right BioSafe may exercise with
or without cause at any time, which right such executive may exercise on 90
days' written notice at any time in the case of Mr. Sylva and on 30 days'
written notice at any time in the case of Mr. Rivkin.
6
<PAGE> 7
Stock Performance Graph
- - -----------------------
The Securities and Exchange Commission requires the Company to present a
chart comparing the cumulative total shareholder return on its Common Stock with
the cumulative total shareholder return of (i) a broad equity market index and
(ii) a published industry index or peer group. Although such a chart would
normally be for a five-year period, the Common Stock has been listed on the
Nasdaq Small-Cap Market only since November 14, 1995 and, as a result, the
following chart reflects only the period during which the Common Stock has been
listed on that market. The chart compares the Common Stock with (i) the Media
General Nasdaq Market Value Index (the "Nasdaq Index") and (ii) the Media
General Waste Management Industry Index (the "Waste Management Index"). The
total return for each of the Common Stock, the Nasdaq Index and the Waste
Management Index assumes the reinvestment of dividends, although dividends have
not been declared on the Company's Common Stock. This chart assumes an
investment of $100 on November 14, 1995 in each of the Common Stock, the stocks
comprising the Nasdaq Index and the stocks comprising the Waste Management
Index. The Nasdaq Index tracks the aggregate price performance of all domestic
equity securities traded on the Nasdaq Market.
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, INDUSTRY
INDEX AND BROAD MARKET
<CAPTION>
- - -----------------------------------------------------------------------------
11/14/95 12/31/95
- - -----------------------------------------------------------------------------
<S> <C> <C>
BIOSAFE INTERNAT INC $100.00 $ 89.33
INDUSTRY INDEX $100.00 $107.37
BROAD MARKET $100.00 $101.13
- - ----------------------------------------------------------------------------
</TABLE>
7
<PAGE> 8
Report of the Compensation Committee
- - ------------------------------------
The Compensation Committee's executive compensation philosophy is to
establish competitive levels of compensation, link management's pay to the
achievement of the Company's performance goals, and enable the Company to
attract and retain qualified management. The Company's compensation policies
seek to align the financial interests of senior management of the Company with
those of the stockholders.
Base Salary. The Company has established base salary levels for senior
management based on a number of factors, including market salaries for such
positions, the responsibilities of the position, the experience, and the
required knowledge of the individual. The Compensation Committee attempts to fix
base salaries on a basis generally in line with base salary levels for
comparable companies.
Incentive Stock. During each fiscal year the non-employee directors who
are members of the Compensation Committee may consider granting senior
executives of the Company awards under the Plan. Such awards are based on
various factors, including both corporate and individual performance during the
preceding year and incentives to reach certain goals during future years.
Compensation of the Chief Executive Officer and Other Named Executive
Officers. The Chief Executive Officer's 1995 base compensation of $180,000 per
annum was determined by the terms of a 1993 employment agreement. No cash bonus
or stock options were granted to the Chief Executive Officer or any of the Named
Executive Officers with respect to fiscal 1995, which reflects the Committee's
recognition that the Company experienced a substantial net loss during fiscal
1995.
Submitted by the Compensation Committee:
Jay Matulich
(James Baker, who had served as a Director of the Company and a member of the
Compensation Committee during 1995, resigned from the Board of Directors on
December 30, 1995.)
Compensation Committee Interlocks and Insider Participation
- - -----------------------------------------------------------
The Board of Directors has not yet appointed a member to join Mr.
Matulich on the Compensation Committee after the resignation of Mr. Baker from
the Board of Directors on December 30, 1995. No member of the Compensation
Committee has served as an officer of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Stockholders
- - ----------------------
The following table presents information as to all directors and senior
executive officers of the Company as of April 29, 1996 and persons or entities
known to the Company to be beneficial owners of more than 5% of the Company's
Common Stock as of December 31, 1995, unless otherwise indicated, based on
representations of officers and directors of the Company and filings received by
the Company on Schedules 13D and 13G or Form 13F under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). All such information was provided
by the stockholders listed and reflects their beneficial ownership known by the
Company on April 29, 1996.
8
<PAGE> 9
<TABLE>
BENEFICIAL OWNERSHIP
--------------------
<CAPTION>
DIRECTORS, OFFICERS SHARES PERCENT
AND 5% SHAREHOLDERS(1) OWNED OF CLASS
---------------------- ----- --------
<S> <C> <C>
Philip Strauss 0 0
Robert Rivkin(2) 44,625 *
S. Russell Sylva(2) 45,063 *
Bill G. Taylor 211,000 1.8%
Dr. Barry Simmons(3) 216,249 1.8%
Daniel J. Shannon(4) 10,938 *
Jay Matulich(5) 7,600 *
All directors and officers as a
group (7 persons) 308,318 2.6%
Dr. Richard Rosen(6)(7) 1,423,459 12.1%
162 Washington Street
Belmont, MA 02178
Ms. Marguerite Piret(6)(8) 827,925 7.0%
162 Washington Street
Belmont, MA 02178
Liviakis Financial
Communications, Inc. 920,000 7.8%
2118 P Street, Suite C
Sacramento, CA 95816
<FN>
- - -------------------------
* less than 1%
(1) The persons named in the above table have sole voting and investing power
with respect to all shares shown as beneficially owned by them subject to
community property laws where applicable and the information contained in
footnotes to this table.
(2) Includes 43,750 shares subject to stock options which are fully vested and
currently exercisable.
(3) Includes 16,624 shares of Common Stock held by Dr. Simmons' immediate
family, including two minor children and one adult child, of which shares
he disclaims beneficial ownership.
(4) Includes 10,938 shares subject to stock options which are fully vested and
currently exercisable.
(5) Shareholdings do not include shares and warrants held by Capital Growth
International, L.P., of which Mr. Matulich disclaims beneficial
ownership.
</TABLE>
9
<PAGE> 10
(6) Dr. Rosen and Ms. Piret are husband and wife. Each disclaims beneficial
ownership of the shares held by the other.
(7) Includes 262,500 shares of Common Stock held by Dr. Rosen's two children,
of which shares he disclaims beneficial ownership. One child, who holds
131,250 shares of Common Stock, is a minor, and the other is not. Also
includes 43,750 shares subject to stock options which are fully vested and
currently exercisable.
(8) Includes 262,500 shares of Common Stock held by Ms. Piret's two children,
of which shares she disclaims beneficial ownership. One child, who holds
131,250 shares of Common Stock, is a minor, and the other is not.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships and Transactions
- - --------------------------------------
Jay Matulich, a Director of the Company, is a Senior Vice President of
Capital Growth, which holds 175,000 shares of Common Stock and 57,745 Placement
Agent Warrants at an exercise price of $2.30 per share. Capital Growth received
these securities, together with a gross fee of $808,000, as consideration for
placement agent services rendered on behalf of the Company during March and
April 1995. Capital Growth was also the placement agent for the private
placement of Units consisting of convertible debentures and Series F Warrants to
overseas investors. In connection with this overseas offering, Capital Growth
received a fee calculated as 8% of gross proceeds, resulting in approximately
$896,000, and 700,563 warrants to purchase shares of the Company's Common Stock
at an exercise price of $10.00 per share. Mr. Golub, a Nominee, received 17,000
of these warrants from Capital Growth for services he rendered to Capital Growth
during 1995. Through March 29, 1996, Capital Growth also has a continuing
relationship with the Company pursuant to which Capital Growth provided advisory
and investment banking services to the Company, principally in connection with
financing matters. The Company paid Capital Growth $4,500 per month for such
services, beginning on March 29, 1995. The terms of this relationship were
comparable to terms that would have been obtainable from unaffiliated sources.
Liviakis Financial Communications, Inc. ("Liviakis") holds 920,000
shares of Common Stock, which amounts to more than 5% of the currently
outstanding shares of Common Stock. Liviakis has entered into a consulting
agreement with the Company which terminates March 29, 1997. Under this
agreement, Liviakis will assist the Company in matters concerning financial
communications, investor relations and corporate finance. Liviakis was not
affiliated with the Company immediately before the date of the consulting
agreement. In addition, as continuing compensation for such services, the
Company will issue 10,000 shares of Common Stock every four months to Liviakis
until March 1997.
Newbury, Piret & Co., Inc., of which Marguerite Piret, a current
Director of the Company but not a Nominee, is a principal, has provided
investment banking services to the Company in connection with specific
identified projects upon request by the Company when a need for specialized
services available from that firm existed. Compensation in connection with any
such projects is based on hourly rates. The terms of this relationship are
comparable to terms that would have been obtainable from unaffiliated sources.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
<TABLE>
(a) Exhibits
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3(i).1 Articles of Incorporation of the Company. (Incorporated by reference to Exhibit No. 3(i).1
to the Registration Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
3(i).2 Articles of Amendment to Articles of Incorporation of the Company. (Incorporated by
reference to Exhibit No. 3(i).2 to the Registration Statement on Form S-1 of BioSafe
International, Inc., No. 33-93966.)
3(i).3 Certificate of Incorporation of BioSafe, Inc., as amended. (Incorporated by reference to
Exhibit No. 3(i).3 to the Registration Statement on Form S-1 of BioSafe International, Inc.,
No. 33-93966.)
3(ii).1 Bylaws of the Company, as amended on March 26, 1996. (Incorporated by reference to Exhibit No.
3(ii).1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1995 of
BioSafe International, Inc., Commission file number 0-25998, as filed prior to this
Amendment.)
3(ii).2 Bylaws of BioSafe, Inc. (Incorporated by reference to Exhibit No. 3(ii).2 to the Registration
Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.1 Form of Series A Warrant Certificate. (Incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.2 Series A Warrant Agreement. (Incorporated by reference to Exhibit No. 4.2 to the Registration
Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.3 Form of Series C Warrant Certificate. (Incorporated by reference to Exhibit No. 4.3 to the
Registration Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.4 Series C and Series D Warrant Agreement. (Incorporated by reference to Exhibit No. 4.4
to the Registration Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.5 Form of Series D Warrant Certificate. (Incorporated by reference to Exhibit No. 4.5 to the
Registration Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.6 Series D Warrant Agreement. (Incorporated by reference to Exhibit No. 4.6 to the Registration
Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.7 Form of Series E Warrant Certificate. (Incorporated by reference to Exhibit No. 4.7 to the
Registration Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.8 Series E Warrant Agreement. (Incorporated by reference to Exhibit No. 4.8 to the Registration
Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.9 Form of Placement Agent Warrant. (Incorporated by reference to Exhibit No. 4.9 to the Registration
Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
4.10 Form of Series F. Warrant Certficate. (Incorporated by reference to Exhibit No. 4.10 to the Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 of BioSafe International, Inc.
Commission file number 0-25998, as filed prior to this Amendment.)
4.11 Series F Warrant Agreement. (Incorporated by reference to Exhibit No. 4.11 to the Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 of BioSafe International, Inc.
Commission file number 0-25998, as filed prior to this Amendment.)
10.1 Amended and Restated Joint Venture Agreement between BioSafe, Inc. and BioMed Environmental Systems,
Inc. dated December 24, 1992. (Incorporated by reference to Exhibit No. 10.1 to the Registration
Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
10.2 Agreement between BioSafe, Inc. and the Town of Fairhaven, Massachusetts, dated July 24, 1995.
(Incorporated by reference to Exhibit No. 10.2 to the Registration Statement on Form S-1 of
BioSafe International, Inc., No. 33-93966.)
10.3 Letter Agreement from the Town of Fairhaven to the Company, dated June 30, 1995. (Incorporated by
reference to Exhibit No. 10.3 to the Registration Statement on Form S-1 of BioSafe International,
Inc., No. 33-93966.)
10.4 Agreement and Plan of Merger dated as of March 17, 1995, among the Company, Zoe Resources, Inc.,
certain stockholders of the Company and BioSafe, Inc. (Incorporated by Reference to Exhibit 2.1 of
the Company's Current Report on Form 8-K, dated March 29, 1995.)
10.5 1995 Stock Option Plan (Incorporated by Reference to Exhibit 10.1 of the Company's Current Report
on Form 8-K, dated March 29, 1995.)
10.6 Employment Agreement between S. Russell Sylva and the Company. (Incorporated by reference to
Exhibit No. 10.7 to the Registration Statement on Form S-1 of BioSafe International, Inc., No.
33-93966.)
10.7 Employment Agreement between Robert Rivkin and the Company. (Incorporated by reference to
Exhibit No. 10.8 to the Registration Statement on Form S-1 of BioSafe International, Inc., No.
33-93966.)
10.8 Selling Agreement between the Company and U.S. Sachem Financial Consultants, L.P., dated March
29, 1995 (Incorporated by reference to Exhibit No. 10.9 to the Registration Statement on Form S-1
of BioSafe International, Inc., No. 33-93966.)
10.9 Consulting Agreement between the Company and Liviakis Financial Communications, Inc. dated
February 1, 1995. (Incorporated by reference to Exhibit No. 10.10 to the Registration Statement on
Form S-1 of BioSafe International, Inc., No. 33-93966.)
10.10 Agreement between BioSafe, Inc. and Waste Management of Rhode Island, Inc., dated July 31, 1995.
(Incorporated by reference to Exhibit No. 10.11 to the Registration Statement on Form S-1 of
BioSafe International, Inc., No. 33-93966.)
10.11 Agreement between BioSafe, Inc. and the Town of South Hadley, Massachusetts, dated August 22, 1995.
(Incorporated by reference to Exhibit No. 10.12 to the Registration Statement on Form S-1 of
BioSafe International, Inc., No. 33-93966.)
10.12 Agreement between BioSafe, Inc. and Janos Szombathy, dated April 4, 1995. (Incorporated by reference
to Exhibit No. 10.13 to the Registration Statement on Form S-1 of BioSafe International, Inc., No.
33-93966.)
10.13 USA Tire Recycling, LLC Pre-Formation Agreement between Michael A. Bowers and BioSafe, Inc., dated
April 3, 1995. (Incorporated by reference to Exhibit 10.14 to the Registration Statement on Form
S-1 of BioSafe International, Inc., No. 33-93966.)
10.14 Asset Purchase and Stockholders' Agreement among BioSafe International, Inc., BioSafe Landfill
Technology, Inc., Cairns Associates, Inc. and Benjamin F. Cairns, dated December 28, 1995.
(Incorporated by reference to Exhibit No. 10.14 to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 of BioSafe International, Inc., Commission file number 0-25998, as
filed prior to this Amendment.)
10.15 Form of 10% Convertible, Redeemable, Subordinated Note Due 2000. (Incorporated by reference to
Exhibit No. 10.15 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1995
of BioSafe International, Inc., Commission file number 0-25998, as filed prior to this Amendment.)
10.16 Venture Agreement and Engineering Services and License Agreement relating to BioSafe Europe, plc.
(Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 of BioSafe International, Inc., Commission file number 0-25998, as
filed prior to this Amendment.)
10.17 BioSafe International Inc. 1995 Stock Option Plan for Non-Employee Directors. (Filed herewith.)
16.1 Letter regarding change in certifying accountant. (Incorporated by reference to Exhibit A to the
Current Report on Form 8-K/A of BioSafe International, Inc., dated July 31, 1995.)
21.1 Schedule of Subsidiaries. (Incorporated by reference to Exhibit No. 21.1 to the Registration
Statement on Form S-1 of BioSafe International, Inc., No. 33-93966.)
23.1 Consent of KPMG Peat Marwick LLP (Incorporated by reference to Exhibit No. 23.1 to the Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 of BioSafe International, Inc.,
Commission file number 0-25998, as filed prior to this Amendment.)
</TABLE>
<TABLE>
(b) Financial Statement Schedules
<S> <C>
1. Quarterly Results of Operations (unaudited). (Incorporated by reference to the corresponding
Schedule to the Annual Report on Form 10-K for the fiscal year ended December 31, 1995 of
BioSafe International, Inc., Commission file number 0-25998, as filed prior to this Amendment.)
</TABLE>
(c) Reports on Form 8-K
None.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 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.
BIOSAFE INTERNATIONAL, INC.
Date: May 13, 1996 By: /S/ Robert Rivkin
-----------------------------------------------------
Robert Rivkin
Vice President, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
11
<PAGE> 1
BIOSAFE INTERNATIONAL, INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS
The name of the plan is the BioSafe International, Inc. 1995 Stock
Option Plan for Non-Employee Directors (the "Plan"). The purpose of the Plan is
to provide equity-based incentives to the Directors of BioSafe International,
Inc. (the "Company") who are not employees of the Company or its Subsidiaries.
The following terms shall be defined as set forth below:
"Act" means the Securities Exchange Act of 1934, as amended.
"Board" means the Board of Directors of the Company.
"Change of Control" is defined in Section 15.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
"Disability" means an individual's inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12 months.
"Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 17.
"Fair Market Value" on any given date means the last reported sale
price at which Stock is traded on such date or, if no Stock is traded on such
date, the next preceding date on which Stock was traded, as reflected on the
principal stock exchange or, if applicable, any other national stock exchange on
which the Stock is traded or admitted to trading.
"Independent Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary.
"Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 4.
"Stock" means the Common Stock, par value $.001 per share, of the
Company, subject to adjustments pursuant to Section 2.
<PAGE> 2
SECTION 2. STOCK OPTIONS ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
------------------------------------------------------------
(a) STOCK OPTIONS ISSUABLE. This Plan provides for the issuance to
Independent Directors of options to purchase shares of Stock.
(b) RECAPITALIZATIONS. If, through or as a result of any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, the outstanding shares of
Stock are increased or decreased or are exchanged for a different number or kind
of shares or other securities of the Company, or additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, the Board
shall make an appropriate or proportionate adjustment in (i) the number of Stock
Options to be granted to each Independent Director under Section 4, (ii) the
number and kind of shares or other securities subject to any then outstanding
Stock Options under the Plan, and (iii) the price for each share subject to any
then outstanding Stock Options under the Plan, without changing the aggregate
exercise price (i.e., the exercise price multiplied by the number of Stock
Options as to which such Stock Options remain exercisable). The adjustment by
the Board shall be final, binding and conclusive. No fractional shares of Stock
shall be issued under the Plan resulting from any such adjustment, but the Board
in its discretion may make a cash payment in lieu of fractional shares.
(c) MERGERS. Upon consummation of a consolidation or merger or sale of
all or substantially all of the assets of the Company in which outstanding
shares of Stock are exchanged for securities, cash or other property of an
unrelated corporation or business entity or in the event of a liquidation of the
Company, the Board, or the board of directors of any corporation assuming the
obligations of the Company, may, in its discretion, take any one or more of the
following actions, as to outstanding Stock Options: (i) provide that such Stock
Options shall be assumed or equivalent options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written
notice to the optionees, provide that all unexercised Stock Options will
terminate immediately prior to the consummation of such transaction unless
exercised by the optionee within a specified period following the date of such
notice, and/or (iii) in the event of a business combination under the terms of
which holders of the Stock of the Company will receive upon consummation thereof
a cash payment for each share surrendered in the business combination, make or
provide for a cash payment to the optionees equal to the difference between (A)
the value (as determined by the Board) of the consideration payable per share of
Stock pursuant to the business combination (the "Merger Price") times the number
of shares of Stock subject to such outstanding Stock Options (to the extent then
exercisable at prices not in excess of the Merger Price) and (B) the aggregate
exercise price of all such outstanding Stock Options in exchange for the
termination of such Stock Options.
2
<PAGE> 3
SECTION 3. ELIGIBILITY
-----------
Stock Options shall be issued under this Plan only to Independent
Directors of the Company.
SECTION 4. STOCK OPTIONS
(a) Automatic Grant of Options.
--------------------------
(i) Each Independent Director who is serving as Director of
the Company on the first business day of the calendar year of each
year beginning with January 1, 1996, shall automatically be granted
on such day or the first business day thereafter a Stock Option to
acquire 10,000 shares of Stock. Such Option shall be a non-qualified
Stock Option for purposes of the Code.
(ii) Each Independent Director who first becomes a Director of
the Company within a given calendar year shall automatically be
granted on the date he or she becomes such Director a Stock Option
to purchase a number of shares of Stock equal to 10,000 multiplied
by the quotient of (x) the number of days remaining in such calendar
year after the date of issuance of the Stock Option, divided by (y)
the number of days in each calendar year.
(iii) The exercise price per share for the Stock covered by a
Stock Option granted under this Plan shall be equal to the Fair
Market Value of the Stock on the date the Stock Option is granted.
(b) Exercise; Termination.
---------------------
(i) An Option granted under this Plan shall vest at a rate of
25% of the total number of shares of Stock purchasable under such
Option for each year that the holder remains a Director of the
Company, such vesting to take place at the end of each of the first
four calendar years following issuance of the Options. An Option
issued under this Plan shall not be exercisable after the expiration
of ten years from the date of grant.
(ii) If an Independent Director ceases to be a Director for
any reason other than death, an Option granted under this Plan may
thereafter be exercised, to the extent it was exercisable on the
date such optionee ceases to be a Director, for a period of six
months from such date or until the expiration of the stated term of
the Option, if earlier.
(iii) Notwithstanding paragraph (ii) above, any Option granted
to an Independent Director and outstanding on the date of his death
may be exercised
3
<PAGE> 4
by the legal representative or legatee of the optionee for a period
of 12 months from the date of death or until the expiration of the
stated term of the option, if earlier.
(iv) Options granted under this Plan may be exercised only by
written notice to the Company specifying the number of shares to be
purchased. Payment of the full purchase price of the shares to be
purchased may be made by one or more of the methods specified in
Section 4(e). An optionee shall have the rights of a stockholder
only as to shares acquired upon the exercise of a Stock Option and
not as to unexercised Stock Options.
(c) LIMITED TO INDEPENDENT DIRECTORS. The provisions of this Plan shall
apply only to Options granted or to be granted to Independent Directors. The
provisions of this Plan which affect the price, date of exercisability, option
period or amount of shares of Stock under an Option shall not be amended more
than once in any six-month period, other than to comport with changes in the
Code or ERISA.
(d) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee.
(e) METHOD OF EXERCISE. Stock Options may be exercised in whole or in
part, by giving written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods:
(i) In cash, by certified or bank check or other instrument
acceptable to the Board; or
(ii) In the form of shares of Stock that are not then subject to
restrictions under any Company plan and that have been held by the
optionee for at least six months, if permitted by the Board in its
discretion. Such surrendered shares shall be valued at Fair Market Value
on the exercise date; or
(iii) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to
the Company to pay the purchase price; provided that in the event the
optionee chooses to pay the purchase price as so provided, the optionee
and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Board shall prescribe
as a condition of such payment procedure.
Payment instruments will be received subject to collection. The delivery
of certificates representing the shares of Stock to be purchased pursuant
to the exercise of a Stock
4
<PAGE> 5
Option will be contingent upon receipt from the optionee (or a purchaser
acting in his stead in accordance with the provisions of the Stock Option)
by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Stock Option or
applicable provisions of laws.
SECTION 5. TAX WITHHOLDING
---------------
(a) PAYMENT BY PARTICIPANT. Each participant shall, no later than the
date as of which the value of any Stock first becomes includable in the gross
income of the participant for Federal income tax purposes, pay to the Company,
or make arrangements satisfactory to the Board regarding payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such income. The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant.
(b) PAYMENT IN STOCK. A participant may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from shares of Stock to be issued pursuant to the exercise
of any Stock Option a number of shares with an aggregate Fair Market Value (as
of the date the withholding is effected) that would satisfy the withholding
amount due, or (ii) transferring to the Company shares of Stock owned by the
participant with an aggregate Fair Market Value (as of the date the withholding
is effected) that would satisfy the withholding amount due. With respect to any
participant who is subject to Section 16 of the Act, the following additional
restrictions shall apply:
(i) the election to satisfy tax withholding obligations relating to
a Stock Option in the manner permitted by this Section 5(b) shall be made
either (1) during the period beginning on the third business day following
the date of release of quarterly or annual summary statements of sales and
earnings of the Company and ending on the twelfth business day following
such date, or (2) at least six months prior to the date as of which the
exercise of such Stock Option first becomes a taxable event for Federal
income tax purposes;
(ii) such election shall be irrevocable;
(iii) such election shall be subject to the consent or disapproval
of the Board; and
(iv) the Stock withheld to satisfy tax withholding must pertain to a
Stock Option which has been held by the participant for at least six
months from the date of grant of the Stock Option.
5
<PAGE> 6
SECTION 6. AMENDMENTS AND TERMINATION
--------------------------
The Board may, at any time, amend or discontinue the Plan. If and to the
extent determined by the Board to be required by the Act to ensure that Stock
Options granted under the Plan are exempt under Rule 16b-3 promulgated under the
Act, Plan amendments shall be subject to approval by the Company stockholders
entitled to vote at a meeting of stockholders.
SECTION 7. GENERAL PROVISIONS
(a) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Board may
require each person acquiring Stock pursuant to the exercise of a Stock Option
to represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof.
No shares of Stock shall be issued pursuant to the exercise of a Stock
Option until all applicable securities law and other legal and stock exchange or
similar requirements have been satisfied. The Board may require the placing of
such stop-orders and restrictive legends on certificates for Stock and Stock
Options as it deems appropriate.
(b) DELIVERY OF STOCK CERTIFICATES. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have mailed such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.
(c) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Stock Options do not confer upon any Independent Director
any right to continued retention as a Director of the Company.
SECTION 8. EFFECTIVE DATE OF PLAN
----------------------
This Plan shall become effective upon approval by the holders of a
majority of the shares of Stock of the Company present or represented and
entitled to vote at a meeting of stockholders. Subject to such approval by the
stockholders and to the requirement that no Stock may be issued hereunder prior
to such approval, Stock Options may be granted hereunder on and after adoption
of this Plan by the Board.
6
<PAGE> 7
SECTION 9. GOVERNING LAW
-------------
This Plan shall be governed by Massachusetts law except to the extent such
law is preempted by federal law.
DATE APPROVED BY BOARD OF DIRECTORS: November 29, 1995
DATE APPROVED BY SHAREHOLDERS:
7
