U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-17629
ADM TRONICS UNLIMITED, INC.
(Name of Small Business Issuer in its Charter)
Delaware 22-1896032
(State or Other Juris- (I.R.S. Employer Identifi-
diction of Incorpora- cation Number)
tion or Organization)
224-S Pegasus Avenue, Northvale, New Jersey 07647
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number (201) 767-6040
Securities Registered under Section 12(b) of the Act:
NONE
Securities Registered under Section 12(g) of the Act:
Common Stock, $.0005 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 the filing requirements for at least 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.
State issuer's revenues for its most recent fiscal year
$2,825,461
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within the
past 60 days prior to the date of filing:
Approximately $9,289,000 as of June 26, 2000
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
47,382,0377 shares of Common Stock, $.0005 par value as of June 26, 2000
If the following documents are incorporated by reference, briefly describe
them and identify the Part of the Form 10-KSB (e.g., Part I, Part II, etc.)
into which the document is incorporated: (1) Any annual report to security
holders; (2) Any proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933:
Not Applicable
Transitional Small Business Disclosure Format (check one):
YES NO X
Item 1. Description of Business
ADM Tronics Unlimited, Inc. (the "Company"), was organized under the
laws of the State of Delaware on November 24, 1969.
Sonotron Technology
Dr. Alfonso Di Mino, while employed by the Company, conceived and
developed a technique pursuant to which a subject being treated is exposed
to a corona discharge beam generated by combining audio and radio frequency
waves (the "Sonotron Technology"). The Sonotron Technology is the subject
of a United States Patent (the "Di Mino U.S. Patent") granted in 1987 to
Dr. Di Mino entitled, "Corona Discharge Thermotherapy Technique." Dr. Di
Mino assigned to the Company the Di Mino U.S. Patent without any
consideration therefrom. There are no arrangements, understandings or
agreements whereby Dr. Di Mino will be provided with any consideration in
the future with respect to the Di Mino U.S. Patent. Foreign Patent
applications bearing the same title and corresponding to the Di Mino U.S.
Patent have been issued as follows:
European Patent Office - (United Kingdom, West Germany, France,
Sweden, Switzerland, Italy and Holland).
Brazil.
Japan.
A United States patent in connection with a product which appears to
be similar to the Company's Sonotron Device was granted to a third party in
early 1994. Patent counsel to the entity intending to utilize such patent
has rendered a written opinion to the effect that such product does not
infringe a patent held by the Company, and, further that a patent held by
the Company would be found invalid by a court. Although, based upon the
description of the third party's product in the opinion letter, the
Company's patent counsel disagrees with such conclusion and believes that
the third party's product infringes three patents held by the Company,
there can be no assurance that any patent held by the Company will be
determined by a court to be valid or to be infringed by the third party's
product. In order for the Company to protect its ability to rely on any
patent protection, the Company must identify, contain and prosecute
infringement by others. Such efforts generally entail substantial legal
and other costs. There can be no assurance that under such circumstances
the Company would have the necessary financial resources to fully prosecute
any such infringement.
The Company has utilized the Sonotron Technology to develop Sonotron
Devices which are designed to treat subjects suffering from the pain of
osteoarthritis and inflammatory joint conditions.
The Company commissioned the Instrumentation Systems Center of the
University of Wisconsin-Madison (the "ISC") to monitor a study of the
Sonotron Device which are for human application to evaluate its effect on
the knee joint in subjects with osteoarthritis and inflammatory joint
conditions. The purpose of the study was to gather data to submit to the
United States Food and Drug Administration (the "FDA"). The study was
conducted at five regional centers on 98 human subjects during 1987 and
1988. Data were analyzed by an analysis on non-parametric measures to
compare the relative responses of the randomly assigned control and treated
subjects. ISC, in a report dated July 18, 1988, found that two of the ten
data sets showed a high probability that the subjects' assessment of pain
one week after administration was reduced in the treated, relative to the
untreated, subjects. ISC further found, with respect to two additional
data sets, that certain other data suggested a trend of improvement one
week after administration in the treated, relative to the untreated,
subjects, but with lower probability. None of the 98 subjects in the study
reported adverse reactions to the administration of the Sonotron Technology
which were deemed significant or long lasting. Similar results have been
obtained in subsequent studies.
The Company believes that the Sonotron Technology can be utilized to
reduce lameness in both thoroughbred and standardbred horses. In this
connection, the Company commissioned the School of Veterinary Medicine of
the University of Wisconsin-Madison (the "SVM") to gather data which would
confirm the effectiveness of the Sonotron Device on horses. In a report
dated December 10, 1987, the SVM concluded that the evidence from its
experiments indicated that treatment with a Sonotron Device designed for
veterinary use had a significant effect in reducing the level of lameness
in ponies which had arthritis experimentally induced and as the degree of
arthritic changes increased, the reduction in lameness was more dramatic
and became statistically more significant. The SVM further found that
there is statistical evidence that the therapy had a beneficial effect on
the level of joint motion in the arthritic ponies and resulted in reduced
joint swelling in ponies with severe arthritis. A significant reduction
occurred in the degree of joint changes seen radiographically in the ponies
with severe arthritis and in the milder cases of arthritis treated with low
doses of the therapy. The SVM further reported that there were significant
reductions in the severity of the growth of pathological lesions seen in
ponies with mild arthritis which received low doses of therapy and that a
trend appears to exist toward seeing reduced severity of lesions in ponies
which had a severe degree of arthritis and were treated with a Sonotron
Device designed for veterinary use. No differences in the degree of
histopathological changes were noted between the treated ponies and the
untreated ponies with mild or severe arthritis. The SVM did not arrive at
any conclusions with respect to whether treatment with a Sonotron Device
designed for veterinary use has a beneficial effect upon chronic
degenerative joint disease in a horse and whether such treatment will be
effective upon naturally occurring cases of equine degenerative joint
disease. The Company has conducted tests utilizing Sonotron Devices
designed for veterinary use on several race horses and has obtained results
substantially as those of SVM. Significant further testing will be
required to determine whether or not the administration of the Sonotron
Technology to race horses will support the establishment of a viable
market.
The Company has granted to each of Sonotron Medical Systems, Inc.
("SMI") and VET Sonotron Systems, Inc. ("VET") a royalty-free, worldwide,
exclusive, irrevocable license to the Di Mino U.S. Patent, the foreign
patent applications and the Sonotron Technology. The license granted to
SMI permits SMI to manufacture, to have manufactured and to sell apparatus
utilizing the Sonotron Technology exclusively in connection with human
medical applications thereof (the "SMI License"). The SMI License provides
that future improvements or discoveries relating to the Sonotron
Technology, if any, which are made by Dr. Di Mino or any other officer or
employee of the Company or any affiliates thereof, whether or not
patentable, and applicable to human medical applications, are to be
included in the SMI License. The license granted to VET is substantially
identical in its terms to that of the SMI License, except that the use of
the Sonotron Technology by VET is limited exclusively to veterinary
applications. SMI and VET are majority owned subsidiaries of the Company.
The Company acts as a sublicensee of SMI for the purpose of
manufacturing Sonotron Devices. The Company has agreed to manufacture
Sonotron Devices to be used for human medical applications at the Company's
cost plus ten percent.
The FDA permits companies to begin to recoup certain expenses by
charging others for use of medical machines, provided that the use of such
machines does not constitute a commercial distribution thereof.
Accordingly, the Company is permitted to maintain a clinic and treatment
center utilizing Sonotron Devices, but may not advertise or otherwise
promote Sonotron Devices as being safe and effective for their intended
use. Since 1989, four clinics have operated at various times, none of
which produced any significant revenues.
In 1991, SMI appointed a Canadian company as its sole and exclusive
distributor in Canada of the Sonotron Devices. Because the Canadian
company was unable to obtain approval of the Quebec Association of
Physicians and Surgeons in order for Sonotron Devices to be utilized in
Quebec for the treatment of pain and decreased function associated with
inflammatory diseases prior to a mutually agreed upon date, the
Distribution Agreement between SMI and such company terminated.
In 1992, SMI granted to Advent Medical Technology, Inc. ("AMT") the
exclusive right to manage clinics in certain counties in Florida which, if
opened, would utilize Sonotron Devices for human medical purposes. At such
time, if any, that the United States Food and Drug Administration permits
marketing of Sonotron Devices, AMT would have the right to purchase any
such clinics from SMI and to be the exclusive distributor of Sonotron
Devices within the eight counties. At the same time, VET granted to AMT the
exclusive right to use, distribute or sublicense the use of Sonotron
Devices designed for veterinary use solely for veterinary use in Florida.
The response to Item 5 of the Company's Current Report on Form 8-K dated
June 9, 1992 is hereby incorporated by reference. The Company does not
believe that AMT has sufficient resources to manage any clinics. There can
be no assurance that any such clinics which the Company may open will be
successful or that the results of the treatment of human subjects with the
Sonotron Devices will be favorable or will support the Company's
application for Premarket Approval (a "PMA") from the FDA.
The Company intends to use data obtained from clinics utilizing the
Sonotron Device as well as additional data it may obtain from others in the
Company's application in support of PMA, if filed, at the time it is filed
with the FDA. There can be no assurance that the Company will obtain
sufficient data in the foreseeable future, if at all, to file a an
application for PMA or that any data theretofore or thereafter obtained by
the Company will be satisfactory or will be sufficient to support the
Company's application for PMA. The Company does not intend to make any
material changes to the Sonotron Devices nor have any such changes been
made since the completion of the research and development. In the event
that Sonotron Devices cannot be marketed pursuant to a Premarket
Notification and the data obtained by the Company are not favorable or, for
any other reason, the Company's application for PMA is not filed or, if
filed, is not approved by the FDA, neither the Company nor SMI will be able
to market the Sonotron Devices in the United States to others in connection
with human applications, other than for research purposes. Under such
circumstances, it is probable that the Sonotron Devices will not be able to
be marketed with respect to human applications thereof in many foreign
countries.
During the Company's fiscal years ended March 31, 1999 and 2000, other
than the regular compensation paid by the Company to its executive
officers, the Company did not spend any appreciable amounts on testing,
application, clinical studies and some company-sponsored research and
development activities in connection with the Sonotron Technology and other
activities determined in accordance with generally accepted accounting
principles. During each of such years no material amounts were spent on
customer-sponsored research and development activities relating to the
development of new products, services or techniques or the improvement of
any of the foregoing.
Dr. Di Mino has developed a device which utilizes the Sonotron
Technology to non-invasively treat neural-cerebral conditions (the "NCCD
Device"). The NCCD Device is a non-invasive electronic therapy device
which is designed to emit certain radio and audio waves at prescribed power
outputs to a patient's brain and spinal cord. Since 1997, the NCCD Device has
been in the prototype stage. Limited initial preliminary tests on humans
on a non-controlled basis appear to indicate that treatment with the NCCD
Device has a beneficial effect on the symptoms related to certain neural-
cerebral disorders. The results ranged from minor improvement in certain
limited symptoms to dramatic overall improvements. Based upon such results,
subject to obtaining sufficient capital, the Company intends to conduct
extensive controlled clinical studies of the NCCD Device. Testing involves
applying radio and audio waves to the patients' spinal cords and cerebrum on a
weekly basis for several weeks to small groups of patients having cerebral
palsy, multiple sclerosis and Parkinson's Disease.
In order to commercially exploit the NCCD Device, the Company must
successfully conduct significant engineering and design work. Such work
includes the design and manufacture of a pre-production model and the
production of approximately 40 similar units for use in the proposed
clinical studies. If the clinical studies establish the efficacy of the
NCCD Device, the Company intends to seek FDA approval of the NCCD Device.
The Company also plans to file applications for certain foreign and
domestic patents in connection with the NCCD Device. There can be no
assurance that any clinical studies of the NCCD Device will yield
successful results or that FDA approval will be obtained. The Company
believes that the cost of clinical studies and the engineering and design
work will be approximately $2,000,000 and the completion of such studies
will occur not earlier than December 31, 2000, if at all. Because the
company does not presently have sufficient funds to complete such tests and
studies, the Company has sought and will continue to seek financing for
such purposes. There can be no assurance that the Company will be able to
obtain such financing on terms not unfavorable to the Company, if at all.
During the fiscal year ended March 31, 2000, although sales of Sonotron
Devices were not significant, one customer accounted for approximately 89% of
those sales. Because the Company is seeking to increase future sales to that
customer, termination of business relations with that customer could have
a material adverse effect on the Company's future business and financial
condition.
As of March 31, 2000, the dollar amount of backlog orders for Sonotron
Devices was not material.
Chemical Products for Industrial Use
The Company develops, manufactures and sells chemical products to
industrial users. Such products consist primarily of the following:
1. Water based primers and adhesives;
2. Water based coatings and resins for the printing and packaging
industry;
3. Water based chemical additives; and
4. Cosmetic, medical and related adhesives and formulations.
Water based primers and adhesives are chemical compounds used to bind
different plastic films. Examples are the binding of polyethylene to
polyester, nylon, vinyl and cellophane. The Company's products are similar
in function to solvent based primers that are widely used to bind plastic
film, papers and foils. Solvent based systems have come under criticism
since they have been found to be highly pollutant, dangerous to health and
generally caustic in nature. Based upon the Company's experience since
1969, including information furnished to the Company by certain of its
customers, the Company believes that water based systems have no known
polluting effects and pose no known health hazards. There can, of course,
be no assurance that any governmental restrictions will not be imposed on
the Company's water based products or that such products will be accepted
as replacements for solvent based products.
Coatings and resins for the printing industry are used to impart
properties to the printed substrate. The Company's products can be used to
coat printed material for glossy or aesthetic appeal to make such material
virtually impervious to certain types of grease and to impart other
characteristics required or desired for various products and specifications.
In 1999, the Company introduced a coating technology for the paper
industry designed for use in the manufacture of recyclable paper packaging.
The new resin technology, trademarked Aqualene, consists of a series of
environmentally safe, water-based coatings which can replace polyethylene
in numerous packaging structures. Polyethylene is used extensively in
paper packaging as a water and grease resistant layer and for sealing
purposes. Although necessary for paper to be used in most packaging
applications, polyethylene is non-recyclable when combined with paper.
Therefore, polyethylene-coated paper must either be incinerated or buried
in landfills. The Company's coating technology has the properties of
polyethylene but breaks down in standard repulping equipment. Accordingly,
Aqualene coated paper packages can be recycled into new paper products. The
potential uses for Aqualene-coated paper include fast food warps, folding
cartons, pouch packaging, disposable cups and plates, ream wraps, bakery
trays and many other applications. The Company has begun supplying trial
samples of Aqualene to companies believed to be interested in exploring the
possibility of eliminating polyethylene in their operations and producing
recyclable paper stock. The Company has not received any significant
orders for Aqualene and there can be no assurance that Aqualene will be
commercially accepted.
Certain of the Company's chemical additives are used to impart
properties to inks and other chemical products used in the food packaging
and printing industries. These additives are used for their ability to
improve the performance of such products.
During the Company's fiscal years ended March 31, 2000, 1999 and 1998,
sales of chemical based products accounted for approximately 35%, 45% and
64% of operating revenues, respectively. No contract exists with any of the
Company's customers which would obligate a customer to continue to purchase
products from the Company.
During the fiscal year ended March 31, 2000, no customer accounted for
more than 10% of the Company's net sales of chemical products. The
termination of business relations with any of the Company's significant
customers would have a material adverse effect on the Company's business
and the financial condition of the Company.
The Company purchases the raw materials used in the manufacture of its
chemical products from numerous sources. The Company believes that all
necessary raw materials for its chemical products are readily available and
will continue to be so in the foreseeable future. The Company has never
had, nor does it anticipate experiencing, any shortages of such materials.
The raw materials consist primarily of water, resins, elastomers and
catalysts.
The Company generally maintains sufficient quantities of inventories
of its chemical products to meet customer demands. When orders are
received by the Company for its chemical products, the Company's customers
require immediate shipment thereof. Accordingly, in order to satisfy its
customers' needs, the Company has maintained an inventory ranging, in
dollar amounts, from 15% to 30% of sales of chemical products in the form
of either raw materials or finished goods.
A majority of the Company's sales are distributed to customers
directly from the Company's location. Customers place purchase orders with
the Company and products are then shipped via common carrier truck delivery
on an "FOB shipping point" basis. A portion of the sales are accomplished
through distributors who place purchase orders with the Company for certain
quantities of the Company's chemical products which are shipped by common
carrier to their respective warehouses. These stocking distributors then
ship product to the ultimate customer via common carrier from their
inventory of the Company's products.
None of the Company's chemical products is protected by patents,
although the names of some of such products have been protected by
trademarks. The Company does not believe that any such trademarks are
material to its business.
As of March 31, 2000, the dollar amount of backlog orders for the
Company's chemical products believed by the Company to be firm, was not
material.
During the Company's fiscal years ended March 31, 2000 and 1999, the
Company made no material expenditures with respect to company-sponsored
research and development activities relating to its chemical business as
determined in accordance with generally accepted accounting principles
other than a portion of the regular salaries of its executive officers
which may be allocated thereto. During such fiscal years the Company did
not expend any funds on customer-sponsored research and development
activities with respect thereto.
Aurex-3
Dr. Di Mino has developed an electronic device (the "Aurex-3") for the
treatment of Tinnitus. Tinnitus is a human medical condition which
manifests itself in a constant and annoying ringing in the ears. The Aurex-
3 uses a probe that transmits a vibratory and audio signal. In February
1997, Dr. Di Mino filed a patent application for a United States patent
with respect to the Tinnitus Device. Dr. Di Mino has advised the Company
that any patents issued to him in connection with the Tinnitus Device will
be assigned to the Company. Although significant testing of the Aurex-3 has
not been conducted, pre-production and production prototypes have been
built and testing and marketing strategies have been developed. In May
1998, a Premarket Notification was filed by the Company with the FDA. In
August 1998, the United States Patent Office issued a patent with respect
to the Aurex-3 and the FDA notified the Company that the Premarket
Notification was accepted. Accordingly, the Company may market the
product in the United States for its intended indication. Since August
1998 the Company has been finalizing manufacturing plans for the Aurex-3.
In July 1999 the Company began taking advance orders for Aurex-3 units from
distributors and patients and began to deliver the units in November 1999.
There can be no assurance that the Company will be able to manufacture the
Aurex-3 in sufficient quantities.
Contract Manufacturing
Precision Assembly Corporation, a wholly-owned subsidiary of the
Company ("PAC"), is a contract manufacturer of medical and electromedical
devices. PAC's operations consist primarily of manufacturing such devices
for unaffiliated third parties pursuant to plans and specifications
furnished to PAC by such parties. Accordingly, PAC has no proprietary
interest in such devices.
PAC was acquired by the Company in December of 1997. During the fiscal
year ended March 31, 2000, one customer accounted for approximately 67% of
PAC's sales, which also represented approximately 34% of the Company's sales.
The termination of business relations with such customer would have a material
adverse effect on the Company's results of operations and financial condition.
Reference is made to Note 9 of Notes to Consolidated Financial Statements.
SofPulse Device
On May 27, 1998, the Company entered into an Asset Purchase Agreement
(the "Agreement") with Electropharmacology, Inc. ("EPI") pursuant to which
the Company agreed to purchase and EPI agreed to sell certain assets utilized
by EPI in connection with EPI's SofPulse electromagnetic stimulation device
marketed under the name MRT-SofPulse or SofPulse for use in treating pain and
edema in post-operative soft tissue injuries (the "SofPulse Device"). The
SofPulse Device was cleared for commercial marketing in January 1991 by the
FDA pursuant to a Premarket Notification. The response to Item 5 of the
Company's Current Report on Form 8-K dated May 27, 1998 is hereby
incorporated by reference.
The SofPulse Device broadcasts pulsed electromagnetic signals in the
radio frequency range of 27.12 Mhz and is marketed as an adjunct in the
palliative treatment of pain and edema associated with various medical
conditions that involve superficial soft tissue injury. The SofPulse Device
is an easy to operate, non-invasive device that broadcasts signals which
can be administered through clothing, casts and dressings. As a result, The
SofPulse Device can be conveniently used immediately following trauma or
surgery. To date, The SofPulse Device has been used by clinicians on
medical conditions such as acute or chronic (non-healing or recalcitrant)
skin ulcers, edema and pain resulting from trauma of hand and ankle, pain
associated with sprains of the lower back, and pain and edema following
reconstructive and plastic surgery.
EPI's principal sources of revenue from the SofPulse Device had been
rental fees charged to nursing homes and hospitals and sales to certain
distributors and cosmetic surgeons. Only limited revenue from sales and
rentals of the The SofPulse Device have been generated which has achieved
only limited market acceptance. As of July 8, 1998, EPI had placed SofPulse
Devices under rental agreements at nursing homes. In 1997, EPI sold 79 new
and refurbished SofPulse Devices and had varying numbers of SofPulse
Devices on rental at different times of the year. The Company's management
believes that the SofPulse Device can be marketed to cosmetic surgeons,
sports team trainers and physicians, pain clinics, physical rehabilitation
centers and distributors or medical equipment rental companies who serve
the home care market for the recovery of post-operative ambulatory
patients. Expanding market penetration for the the SofPulse Device is
expected to require increased marketing efforts and cost-effective
manufacturing in compliance with the current Good Manufacturing Practice
("CGMP") guidelines for the domestic market and additional regulations
(such as ISO-9000 and CE-Mark) for international markets.
EPI commenced production and marketing of the current SofPulse Model
912 in October 1993 replacing previous models designated 911 and MRT100.
Since receiving the right to commercialize its device, EPI continued to
improve certain features related to the reliability, safety and ease of use
of its product including (i) design improvements that require less power to
generate the intended electromagnetic field; (ii) reduction of weight of
the Generator; and (iii) reduction of magnetic interference. EPI has
received certification from the Canadian Standards Association (CSA) to
market the SofPulse Device in Canada, and the Underwriter Laboratories,
Inc. certification in the U.S.
EPI's principal sources of revenue with respect to the SofPulse Device
were from rental fees charged to nursing homes for use of the SofPulse
Device and sale of the SofPulse Device to certain distributors and
surgeons. Pricing and marketing strategies are market dependent and affect
both rentals and sales. EPI's pricing policy for rental rates and sales
prices were based on several factors that include reimbursement by third
party payors and private health care insurers, domestic and international
market variations, and discounts based on volume. Rental fees are invoiced
by the Company based on the number of hours of use of the SofPulse Device
on a monthly basis at a rate agreed upon in rental agreements with the
customers that are generally on a month-to-month basis. In a certain number
of cases, the customer pays a flat monthly fee, with no written rental
agreement, regardless of the extent of use. The SofPulse Model 912 carries
a list price of $27,500 for an individual unit sale and the hourly rental
fee for the SofPulse Device is between $30 to $36. The Company has offered
discounts to customers on a case by case basis, for example, in cases where
a distributor or a customer orders multiple SofPulse Devices. The Company
has engaged independent sales representatives and independent distributor
groups in certain regions in the U.S. for marketing the SofPulse Device.
Sales representatives and distributors have been paid on a commission basis
(generally 20% of the revenue attributable to the SofPulse revenue) and
have been generally responsible in their respective geographic markets for
identifying, placing and promoting the utilization of the SofPulse Devices
in nursing homes and hospitals, and with physicians and other health care
providers. The independent sales representatives and distributors represent
and deal in various medical product lines. The Company markets the
SofPulse Device in generally the same manner as was utilized by EPI.
In May 1997, EPI entered into a strategic alliance agreement with
National Patient Care Systems ("NPCS") of New Jersey (the "Strategic
Alliance Agreement") whereby NPCS acquired control of EPI's then existing
fleet of SofPulse Devices comprising about 540 units and the SofPulse
rental business from EPI as well as certain rights to market SofPulse
Device in selected clinical indications in the United States. Pursuant to
the agreement, NPCS was to make certain monthly payments to EPI, be
responsible for sales and marketing expenses relating to SofPulse rental,
purchase a certain minimum number of new SofPulse Devices every month from
EPI and pay certain royalties based on SofPulse rental revenues generated
by NPCS. The Strategic Alliance Agreement was terminated in July 1997 as a
consequence of the issuance by the Health Care Financing Administration
("HCFA") of a national policy of non-reimbursement by Medicare for all
forms of electrotherapy for wound healing.
EPI's rental revenues were materially adversely affected as a
consequence of the HCFA policy. HCFA was enjoined from implementing this
national policy under a ruling by a U.S. District Court in Massachusetts on
November 18, 1997. Although the preliminary injunction reduced the rate of
decline in EPI's rental revenue, no significant increase in rental usage of
SofPulse by nursing homes has been experienced subsequent thereto. The
company believes that such injunction is still in effect. Upon
reacquisition of the fleet of SofPulse Devices and all rights granted to
NPCS under the agreement, EPI initiated an effort to sell SofPulse
Devices, especially refurbished SofPulse Devices that were no longer
generating rental revenues, to surgeons and to nursing homes in order to
generate revenues without increasing internal sales and marketing expenses.
EPI sold 55 such refurbished units at an average price of about $7,000 per
unit most of which were sold during the third and the fourth quarters of
1997. EPI's recent strategy has been and the Company intends to market the
SofPulse Device to nursing homes and hospitals where substantial numbers of
patients may benefit from the SofPulse treatment, to the home health care
market where patients may continue the SofPulse treatment after being
released from hospitals, and to surgeons in several subspecialties
(maxillofacial, aesthetic, emergency and reconstructive) where the SofPulse
Device may help in treating edema or pain and help patients to recover.
The Company has entered into a distribution agreement with Mediq/PRN
to initiate a home rental program for post-operative patients that have
undergone a plastic or cosmetic surgery procedure. The agreement requires
Mediq to maintain an inventory of Sofpulse units, which have been provided
by and remain the property of the Company, at its 98 offices across the
country. Mediq is responsible for delivering and picking up the units from
patients and invoicing and collecting rental fees. The Company is
responsible for providing the units to Mediq and providing technical
support and clinical information. The agreement provides that the Company
will receive 55% of rental revenues and Mediq will retain 45%. To assist
in marketing the home rental program to plastic surgeons, the Company has
entered into a marketing agreement with Byron Medical of Arizona. Byron is
responsible for promoting the use of the Sofpulse to plastic and cosmetic
surgeons throughout the United States by direct mail, trade shows and
telemarketing. The Company has agreed to pay Byron a commission of 7.5%
of rental revenues received from leads generated by Byron.
Needle Eater
In April 1999 the Company acquired certain assets related to the Needle-
Eater, a patented device used to safely dispose of used or contaminated
syringes and other medical sharps. The Company acquired the worldwide
rights to the patent covering the technology in the Needle-Eater product;
an inventory of finished units and parts; the rights to trademarks; and,
information needed to assist it in manufacturing the units. The Company
paid $14,206 to the previous owner of the Needle-Eater, and issued options
to purchase an aggregate of 500,000 shares of the Company's common stock at
an exercise price of $.625 per share, 200,000 of which expired and the balance
expiring in March 2001. The Company also agreed to pay a consulting fee of
$750 per month for 24 months and a royalty of 5% on gross sales of
Needle-Eater products for the life of the patent as well as certain other
compensation. Reference is made to Note 10 of Notes to Consolidated Financial
Statements.
Ultra-Violet Blood Irradiation
The Company, through a wholly owned subsidiary, has engaged in biotech-
nology research concentrating its efforts in the development of a medical
therapeutic technology to treat viral and bacterial infections in humans and
animals. The technology utilizes a process, commonly referred to as UBI or
Ultra-Violet Blood Irradiation, wherein a measured sample of blood is intra-
venously removed from a patient, exposed to a specific ultra-violet ("UV")
light source, collected in a container and then returned to the patient, all
in a closed system. The procedure is believed to assist in reducing infection
by stimulating the patient's own immune system.
The precursor to the technology is a process known as the Knott Technique
for Blood Irradiation which was developed by Dr. Emmet K. Knott in 1938
("The Knott Technique"). The Knott Technique was used extensively throughout
the United States and in several foreign countries as a treatment for viral
and bacterial infections in humans and animals. With the development and
widespread use of antibiotic drugs during the late 1950s and early 1960s, the
Knott Technique fell out of favor. The Company believes that disfavor of the
Knott Technique was primarily due to the complexity and time required for
intravenous removal of blood from a patient necessary to perform blood
irradiation in comparison to the simplicity of oral and injectable admin-
istration of antibiotics. Even though practically supplanted by the universal
use of antibiotics, the Knott Technique and derivations related thereto
continued to be used by some physicians.
In recent years, due to the advent of antibiotic resistant drugs and newly
identified viral and bacterial infectious agents where no antibiotics exist,
there has been a renewed interest in alternative methods of treatment.
Accordingly, a revival of interest from physicians and patients in blood
irradiation therapy has occurred. The device used in performing the Knott
Technique, however, has not been manufactured since 1963 and cannot now be
manufactured in its original form due to certain restrictions on its electrical
design and components.
The Company is pursuing the development of a blood irradiation device with
state-of-the-art design and components that it believes can perform the
necessary functions of the Knott Technique on a safer, more economical and
efficient basis.
The Company's subsidiary has begun a private offering of its common stock.
If the offering is successful, the proceeds will primarily be used to further
develop the blood irradiation technology developed by the Company and prepare
it for manufacturing and clearance to market in the U.S. and other countries.
Depending upon the amount of the proceeds, additional capital may be needed to
seek to accomplish those objectives. There can be no assurance that the
offering will be successful or that the subsidiary can successfully manufacture
the product or receive government approval to market the product anywhere in
the world.
Through March 31, 2000, the Comapny spent approximately $135,000 in
research and development costs.
Other Products
The Company has developed several cosmetic and pharmaceutical
products. The Company has not realized any significant revenues from such
products and there can be no assurance that any such products will account
for significant revenues or any profits in the future.
Although the Company believes that its proposed products can be
successfully marketed for over-the-counter use through one or more entities
representing numerous retail pharmacies and otherwise, there can be no
assurance that sales of such products will be material or that the Company
will be able to derive any profits therefrom.
Competition
The manufacture, distribution and sale of medical devices and
equipment designed to relieve the suffering of pain in subjects having
osteoarthritis is highly competitive and substantially all of the Company's
competitors possess greater experience, financial resources, operating
history and marketing capabilities than does the Company.
The Company's chemical and contract manufacturing businesses are
highly competitive and substantially all of the Company's competitors
possess greater experience, financial resources, operating history and
marketing capabilities than does the Company. The Company does not believe
that there are one or more dominant competitors in such industry. There
can be no assurance that the Company will be able to effectively compete
with any or all of its competitors on the basis of price, service or
otherwise.
Although the company is not aware of any other products presently
being marketed that is substantially equivalent to the Sonotron Device, the
Company competes with numerous other concerns that market devices that are
utilized for the same or similar purposes.
Diapulse Corporation of America, Inc. manufactures and markets devices
that are substantially equivalent to the SofPulse Device. A number of other
manufacturers, both domestic and foreign, and distributors market shortwave
diathermy devices that produce deep tissue heat and that may be used for
the treatment of certain of the medical conditions in which the SofPulse
Device is also indicated. The SofPulse also faces competition from other
forms of treatment such as hyperbaric oxygen chambers, thermal therapies
and hydrotherapy. Other companies with substantially larger expertise and
resources than that available to the Company may develop or market new
products that directly market the SofPulse. In addition, other forms of
treatment that compete with SofPulse treatment may achieve rapid acceptance
in the medical community.
Several other companies manufacture medical devices based on the
principle of electromagnetic field technologies for applications in bone
healing and spinal fusion, and may adapt their technologies or products to
compete directly with the SofPulse. These companies include Orthologic
Corp., Electro-Biology, Inc., a subsidiary of Biomet, Inc., Orthofix, Ltd.,
and Biomagnetics, Inc. The Company is also aware of other companies that
manufacture and market thermal devices in the same target markets as the
Company. Certain of these companies have significant product sales and have
greater financial, technical, personnel and other resources than the
Company. Also, universities and research organizations may actively engage
in research and development to develop technologies or products that will
compete with the SofPulse.
The medical products market is characterized by rapidly changing
technology that may result in product obsolescence or short product life
cycles. The Company's ability to compete will be dependent on the Company's
ability to continually enhance and improve its products and to develop
successfully or acquire and market new products. The technologies that are
expected to be acquired by the Company pursuant to the proposed
transactions with the development stage biotechnology companies and the
products or services resulting therefrom are subject to additional
competition from pharmaceutical and biotechnology companies with
substantially greater resources and expertise compared to the Company.
There can be no assurance that the Company will be able to compete
successfully, that competitors will not develop technologies or products
that render the Company's products obsolete or less marketable or that the
Company will be able to enhance successfully its existing products or
develop or acquire new products. furthermore, there can be no assurance
that other technologies or products that are functionally similar to those
of the Company are not currently under development.
The Company is not a significant factor with respect to the any of the
industries in which it is engaged.
Government Regulation
In March 1989, in response to a Premarket Notification filed by the
Company with the FDA, the FDA notified the Company that the Sonotron
Device, under the FDA's standards, is not substantially equivalent to
certain medical devices marketed in interstate commerce prior to May 28,
1976. In March 1991, a further Premarket Notification was filed with the
FDA on behalf of the Company with respect to the then current model of the
Sonotron Device which Notification was subsequently voluntarily withdrawn
by the Company. The FDA advised the Company that its determination with
respect to the initial Premarket Notification was based upon (a) the new
intended use of applying superficial heat at non-therapeutic temperatures
for the treatment of osteoarthritis, and (b) new types of safety and
effectiveness questions that are raised by the new technological
characteristics of the Sonotron Devices when compared to certain devices
marketed before May 28, 1976. In February 1998, the Company filed a new
Premarket Notification accompanied by additional data. In the event that
Sonotron Devices cannot be marketed pursuant to a Premarket Notification,
before Sonotron Devices can be marketed in the United States, the Company
will be required to obtain Premarket Approval (a "PMA") from the FDA before
the Sonotron Devices can be marketed in the United States for commercial
distribution in connection with human applications. There can be no
assurance that any approval can be obtained from the FDA in the foreseeable
future, if at all.
The process of submitting a satisfactory PMA is significantly more
expensive, complex and time consuming than the process of establishing
"substantial equivalence" to a device marketed prior to 1976 pursuant to a
Premarket Notification, and requires extensive research and clinical
studies. Randomized, placebo-controlled, double-blind clinical studies may
have to be performed under a clinical protocol with assurance of adherence
to the protocol, informed consent from subjects enrolled in the study,
approval of the Institutional Review Board at each of the centers where the
study is being conducted, maintenance of required documentation, proper
monitoring and recording of all data, and sufficient statistical evaluation
to determine if the results of the treatment with the device are
statistically significant in improving patient outcome compared to the
patients who did not receive the treatment. Upon completion of these tasks,
an applicant is required to assemble and submit to the FDA all relevant
clinical, animal testing, manufacturing, laboratory specifications, and
other information. The submission is reviewed at the FDA, which determines
whether or not to accept the application for filing. If accepted for filing,
the application is further reviewed by the FDA and subsequently may be reviewed
by an FDA scientific advisory panel comprised of physicians, statisticians and
other qualified personnel. a public meeting may be held before the advisory
panel in which the PMA application is reviewed and discussed. Upon completion
of such process, the advisory panel issues a favorable or unfavorable
recommendation to the FDA or recommends approval with conditions. The FDA is
not bound by the opinion of the advisory panel. The FDA may conduct an
inspection to determine whether the Company conforms with CGMP guidelines.
If the FDA's evaluation is favorable, the FDA will subsequently publish a letter
a approving the PMA application for the device for a mutually agreed upon
indication of use. Interested parties can file comments on the order and seek
further FDA review. The PMA process may take several years and no assurance
can be given concerning the ultimate outcome of PMA applications submitted by
an applicant.
The Company has been registered by the FDA as a Registered Medical Device
Establishment for the manufacture of medical devices. Such registration is
renewable annually and although the company does not believe that the regis-
tration will not be renewed annually by the FDA, there can be no assurance of
such renewal. Any failure to obtain an annual renewal could be expected to have
a material adverse effect on the Company.
In January 1991, the FDA advised EPI of its determination to treat the MRT 100,
the first model of the Sofpulse, as a class III device. The FDA retains the
right to require the manufacturers of certain class III medical devices to
submit a PMA in order to sell such devices or to promote such devices for
specific indications. To the Company's knowledge, EPI has not been asked by the
FDA to seek PMA for Sofpulse; however, there can be no assurance that the
Company will not be required to do so and that, if required, the Company will be
able to comply with such requirement for Sofpulse.
In the event the Company proposes to market new medical devices, if developed
or acquired, or adapt its current products for new use, the FDA may require the
Company to comply with Premarket Notification or PMA requirements to establish
independently that a device is safe and effective for its intended use. The
products and services that are expected to arise from the technologies being
acquired by the Company pursuant to the contemplated transactions with the
biotechnology companies, are subject to complex regulations enforced by the
Bureau of Biologics and the Bureau of Drugs of the FDA. The process of devel-
opment, seeking clearance for human clinical evaluation under Investigational
New Drug Exemptions, prolonged three phase clinical trials and the submission
of Biologics License Applications or New Drug Applications require substantially
longer time and expenses compared to the submission of a PMA for a medical
device.
After regulatory approvals are obtained, a marketed product and its manufacturer
are subject to continuing regulatory regulations and review suc as CGMP
regulations and periodic compliance inspections by the FDA and state agencies.
The Company may become subject to pre-approval inspections by the FDA prior to
commercial manufacture of future products. Under CGMP regulations, the Company
is subject to certain procedural and documentation requirements with respect to
manufacturing and control activities. The Company's suppliers may be subject to
periodic inspections by the FDA, as well as by state and foreign regulatory
authorities. The Company believes its suppliers and manufacturer are in
compliance in all material respects with all applicable local, state and federal
regulations. Failure to comply with CGMP regulations, or to satisfy FDA
regulations or inspections, could subject the Company to civil remedies,
including fines, injunctions, recalls or seizures, as well as potential
sanctions, which could have a material adverse effect on the Company.
The Company is also subject to various FDA regulations and Good Laboratory
Practices, which govern or influence the research, testing, manufacture,
safety, labeling, storage, record keeping, advertising and promotion of medical
products.
Sales of medical products outside the United States are subject to foreign
regulatory requirements that vary widely from country to country. There can
be no assurance that the Company will be successful in maintaining necessary
approvals to market the Sonotron devices, or obtaining such approval for
additional products that may be developed or acquired by the Company, in
foreign markets.
Third Party Reimbursement
In the United States, healthcare providers, such as hospitals and physicians,
that purchase or lease medical devices, generally rely on third-party payors,
principally medicare, medicaid and private health insurance plans, including
health maintenance organizations, to reimburse all or part of the cost of the
treatment for which the medical device is being used. Successful
commercialization of the Company's products will depend in part upon the
availability of reimbursement for the cost of the treatment from third party
health care payors such as Medicare, Medicaid and private health insurance
plans, including health maintenance organizations. Such third party payors
have increasingly challenged the price of medical products and services,
which has and could continue to have a significant effect on the purchasing
patterns of many health care providers. Several proposals have been made by
federal and state government officials that may lead to health care reforms,
including a government directed national health care system and health care
cost-containment measures. The effect of changes in the health care system or
method of reimbursement for the SofPulse Device or any other medical device
which may be marketed by the Company in the United States cannot be deter-
mined by the Company.
While third party payors generally make their own decisions regarding
which medical procedures and services to cover, Medicaid and other third
party payors may apply standards similar to Medicare's in determining
whether to provide coverage for a particular procedure or service. The
Medicare statute prohibits payment for any medical procedures or services
that are not reasonable and necessary for the diagnosis or treatment of
illness or injury. The HCFA, an agency within the Department of Health and
Human Services that is responsible for administering the Medicare program,
has interpreted this provision to prohibit Medicare coverage of procedures
that, among other things, are not deemed safe and effective treatments for
the conditions for which they are being used, or which are still
investigational. In July 1997, HCFA issued a memorandum implementing a
national policy of non-reimbursement by Medicare for the use of any form of
electrotherapy in wound healing. The SofPulse Device is included broadly in
the category of products classified as electrotherapy products and although
the SofPulse may not be promoted by the Company for wound healing, a number
of clinicians at nursing homes have used it to treat edema and pain
surrounding wounds. Although a United States District Court enjoined HCFA
in November, 1997, from implementing this national policy and HCFA notified
the fiscal intermediaries in February of 1998 not to abide by the July 1997
national policy memorandum, EPI did not realize an appreciable increase in
its rental revenues subsequent to these events. Recently, Medicare
reimbursement became subject to a prospective payment system that would
reimburse products that reduce the cost of patient care in specific medical
conditions. Such a reimbursement system requires the demonstration that any
such product actually reduces the cost of patient care in order for continued
reimbursement by Medicare in the future. There is no assurance that the
Company will be able to demonstrate such cost reduction that is expected to
result from the use of SofPulse Devices or any other product.
The Company is unable to predict what additional legislation or
regulations, if any, may be enacted or adopted in the future relating to
the reimbursement for SofPulse Devices or other products, including third
party coverage and reimbursement, or what effect any such legislation or
regulations may have on the Company. Further, significant uncertainty
exists as to the reimbursement status of newly approved health care
products, and there can be no assurance that adequate third-party coverage
will be available with respect to any of the Company's products in the
future. Failure by physicians, hospitals, nursing homes and other users of
the Company's products to obtain sufficient reimbursement for treatments
using the Company's products will have a material adverse effect on the
Company.
Insurance
The Company may be exposed to potential product liability claims by
patients who use the Company's products. Therefore, the Company maintains a
general liability insurance policy, which includes aggregate product
liability coverage of $2,000,000. The Company believes that its present
insurance coverage is adequate for the types of products currently
marketed. There can be no assurance, however, that such insurance will be
sufficient to cover potential claims or that the present level of coverage
will be available in the future at a reasonable cost.
Personnel
On June 26, 2000, the Company employed 19 persons, three of which are
executive officers of the Company. Six employees were employed by the
Company on a part-time basis.
SAFE HARBOR STATEMENT PURSUANT TO SECTION 21E
OF THE SECURITIES EXCHANGE ACT OF 1934
Certain statements contained in the responses to Item 1 and Item 6 of
this Annual Report such as statements concerning the Company's future
capital requirements, the Company's ability to obtain the requisite
information for filings with the FDA, the Company's ability to comply with
the requirements of the FDA and other authorities and other statements
contained herein regarding matters that are not historical facts are
forward looking statements; actual results may differ materially from those
projected in the forward looking statements, which statements involve risks
and uncertainties, including but not limited to, the following: the
Company's ability to obtain future financing; the uncertainties relating to
the Company's products; and market conditions and other factors relating to
the Company's business. Investors are also directed to the other risks
discussed herein and in other documents filed by the Company with the
Securities and Exchange Commission.
Item 2. Properties
The Company leases approximately 16,000 square feet of combined office
and warehouse space from an unaffiliated third party. PAC leases
approximately 8,500 square feet from an unaffiliated third party. The
leases expire in June, 2008 and February 2004, respectively.
Item 3. Legal Proceedings
There are no material pending or threatened legal proceedings to which
the Company or any of its subsidiaries is a party or of which any of their
property is the subject or to the knowledge of the Company, any proceedings
contemplated by governmental authorities. Reference is made to Note 7 of
Notes to Consolidated Financial Statements.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
I. (a) Market Information
(1) The Company's Common Stock is principally traded in the
over-the-counter market. The following table sets forth the approximate
range of high and low bid prices for the Company's Common Stock for the
Company's fiscal quarters indicated in which such stock was regularly
quoted. Prior to December 16, 1998, the Common Stock was quoted on the
Nasdaq Stock Market. Quotations with respect to such time were obtained
from the Nasdaq Stock Market. Subsequent thereto, the Common Stock has been
quoted on the OTC Bulletin Board and quotations were obtained therefrom.
All quotes reflect inter-dealer prices without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
Quarter Ended High Bid Low Bid
June 30, 1998 .56 .28
September 30, 1998 .75 .63
December 31, 1998 1.06 .88
March 31, 1999 .53 .49
June 30, 1999 .47 .45
September 30, 1999 .32 .30
December 31, 1999 .31 .30
March 31, 2000 .42 .37
(b) On June 15, 2000, the Company's Common Stock was held by
approximately 1,419 holders of record.
(c) Dividends
The Company has never paid any cash dividends on its Common Stock
and has no intention of paying cash dividends in the foreseeable future.
The Company intends to retain any earnings it may realize to finance its
future growth.
II. In April 1999, the Company issued an option for the purchase of
500,000 shares of its Common Stock to SPS Medical Equipment Corporation at
$.625 per share in consideration of consulting services. No principal under-
writers were involved. The Company claimed exemption from registration
pursuant to the exemption provided by Section 4(2) of the Securities Act of
1933, inasmuch as no public offering was involved.
Item 6. Management's Discussion and Analysis or Plan of Operation
Fiscal 2000 Compared to 1999
Revenues
Revenues were $2,698,597 in 2000 as compared to $2,098,997 in 1999
representing an increase of $599,600 or 29%. The increase was principally
the result of revenues received from a substantial manufacturing contract
during the fiscal year.
Gross Profit
Gross profit of $1,462,822 in 2000 was $45,337 or 3%, higher than the
gross profit of $1,417,485 for 1999. Gross profit was 52% of revenues in
2000 as compared to 67% of revenues in 1999. The decrease in gross profit
is related to the product mix of sales with varying gross profit margins.
Operating Income (Loss)
Operating loss of ($571,818) in 2000 was $174,259 less than the operating
loss of ($746,077) in 1999. The reduction in operating loss resulted from
an increase in gross profit offset by a decrease in selling, general and
administrative expenses primarily from legal costs and expenses associated
with an arbitration proceeding and the termination of various consulting
agreements.
Other Income, Net
Other income of $126,864 in 2000 was $86,229 or 212% higher than other income
of $40,635 in 1999 primarily due to a settlement received from an arbitration
proceeding.
Fiscal 1999 Compared to 1998
Revenues
Revenues were $2,098,997 in 1999 as compared to $1,483,218 in 1998
representing an increase of $615,779 or 42%. The increase was the result
of revenues received from new products acquired by the Company during the
fiscal year.
Gross Profit
Gross profit of $1,417,485 in 1999 was $579,030 or 69%, higher than the gross
profit of $838,455 for 1998. Gross profit was 68% of revenues in 1999 as
compared to 57% of revenues in 1998. The increase in gross profit is
related to the product mix of sales with varying gross profit margins.
Operating Income (Loss)
Operating loss of ($746,077) in 1999 was $28,721 less than the
operating loss of ($774,798) in 1998. The reduction in operating loss
resulted from an increase in gross profit offset by an increase in
selling, general and administrative expenses primarily from legal costs
and certain one-time chargeoffs associated with the arbitration proceeding.
Other Income, Net
Other income of $40,635 in 1999 was $11,386 or 22% lower than other income
of $52,021 in 1998 due to a decrease in interest income from lower amounts
invested and at lower rates of return on amounts invested.
Liquidity and Capital Resources
At March 31, 2000 the Company had cash of $322,208 as compared to
$496,405 at March 31, 1999. This decrease is the result of cash used in
investing activities and operating activites, offset by cash provided by
financing activities.
Operating Activities
An increase in sales and gross profit in the Company's medical device
segment and the reduction of selling, general and administrative expenses
improved operating results. There was also an increase in sales of aqueous
chemical products.
Investing Activities
Cash consideration of $48,826 was paid for the acquisition of a medical
device business and $19,645 was paid for purchases of property and
equipment and new patent costs.
Financing Activities
The Company paid $103,841 on notes payable offset by an increase in
borrowings on a demand line of credit of $300,000.
The Company does not have any material sources of liquidity or unused
sources of liquid assets.
Item 7. Financial Statements
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
ADM Tronics Unlimited, Inc.
Northvale, New Jersey
We have audited the accompanying consolidated balance sheet of ADM Tronics
Unlimited, Inc. and subsidiaries as of March 31, 2000, and the related
consolidated statements of operations, changes in stockholders' equity, and
cash flows for each of the two years in the period ended March 31, 2000.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of ADM
Tronics Unlimited, Inc. and subsidiaries as of March 31, 2000, and the
results of their operations and their cash flows for each of the two years
in the period ended March 31, 2000, in conformity with generally accepted
accounting principles.
/s/Kaufman, Rossin & Co.
Miami, Florida
June 9, 2000
F-1
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
ASSETS
CURRENT ASSETS
Cash and cash equivalents $322,208
Accounts receivable - trade, net of
allowance for doubtful accounts of $95,000 259,938
Inventories:
Raw materials and supplies 321,004
Finished goods 21,541
Other current assets 36,329
Total current assets $ 961,020
PROPERTY AND EQUIPMENT,net 147,709
EQUIPMENT IN USE AND UNDER LEASE AGREEMENTS, net of
accumulated depreciation of $255,623 723,110
EQUIPMENT HELD FOR SALE 848,626
LOAN RECEIVABLE FROM OFFICER, bearing interest
at 3% per annum, unsecured 63,191
OTHER ASSETS 213,719
TOTAL ASSETS $2,957,375
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 136,181
Accrued expenses and other 38,016
Notes payable 341,250
Total current liabilities $ 515,447
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY 2,441,928
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,957,375
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-2
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 2000 AND 1999
2000 1999
REVENUES
Sales $2,698,597 $2,098,997
Interest 126,864 40,635
Total revenues $2,825,461 $2,139,632
COSTS AND EXPENSES
Cost of sales $1,235,775 $ 681,512
Selling, general and administrative 2,034,640 2,163,562
Total costs and expenses $3,270,415 $2,845,074
LOSS BEFORE INCOME TAXES $ (444,954) $ (705,442)
INCOME TAXES (265,000)
NET LOSS $ (444,954) $(970,442)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 47,382,037 46,779,615
NET LOSS PER SHARE ($.01) ($.02)
gross profit of $1,417,485 for 1999. Gross profit was 54% of revenues in
2000 as compared to 68% of revenues in 1999. The decrease in gross profit
is related to the product mix of sales with varying gross profit margins.
Operating Income (Loss)
Operating loss of ($571,818) in 2000 was $174,259 less than the operating
loss of ($746,077) in 1999. The reduction in operating loss resulted from
an increase in gross profit offset by a decrease in selling, general and
administrative expenses primarily from legal costs and expenses associated
with an arbitration proceeding and the termination of various consulting
agreements.
Other Income, Net
alue
$.0005 par
value)
BALANCES
MARCH 31, 1998 43,724,907 21,862 5,137,176 (2,928,385) 2,230,653
Issuance of 3,307,130 1,654 1,260,842 - 1,262,496
common stock
in connection
with acquisition
of business
Issuance of
common stock
for consulting
services 350,000 175 246,700 - 246,875
Common stock - - 96,000 - 96,000
options issued
for consulting
services
Net loss - - - (970,442) (970,442)
BALANCES
MARCH 31, 1999 47,382,037 $23,691 $6,740,718 ($3,898,827) $2,865,582
Common stock
options issued
for certain
tangible and
intangible
assets - - 20,000 - 20,000
Common stock
options issued
for consulting
services - - 1,300 - 1,300
Net loss - - - (444,954) (444,954)
BALANCES
MARCH 31, 2000 47,382,037 $ 23,691 $ 6,762,018 ($4,343,781) $2,441,928
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-4
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2000 AND 1999
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($444,954) ($970,442)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 258,534 160,142
Provision for losses on accounts receivable 45,992 16,438
Common stock options issued as compensation 1,300 96,000
Common stock issued as compensation - 246,875
Changes in operating assets and liabilities:
Accounts receivable - trade 48,046 (52,526)
Inventories 105,747 (127,757)
Other current assets 66,271 (78,499)
Equipment in use and under lease agreements (128,801) 118,600
Equipment held for sale (97,463) 135,511
Deposit receivable 108 150
Deferred tax asset - 265,000
Accounts payable (137,302) (123,456)
Accrued expenses and other (21,369) 13,246
Total adjustments 141,063 669,724
Net cash used in Operating activities (303,891) (300,718)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash consideration paid for business
acquired $ - $(266,544)
Cash consideration paid for Needle Eater
tangible and intangible assets (48,820) -
Patents (14,577) -
Purchase of property and equipment (5,068) (44,064)
Repayments (advances) of loans to officer 2,000 (5,689)
Net cash provided by (used in)
Investing activities (66,465) (316,297)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on demand line of credit $ 203,356 $ 14,630
Payments on notes payable - (29,057)
Payments on loan to a former shareholder
of the newly acquired subsidiary (7,197) -
Net cash provided by (used in)
Financing activities 196,159 (14,427)
NET DECREASE IN CASH AND EQUIVALENTS (174,197) (631,442)
CASH - BEGINNING 496,405 1,127,847
CASH - ENDING $ 322,208 $ 496,405
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-5
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED STAEMENTS OF CASH FLOWS, CONTINUED
YEARS ENDED MARCH 31, 2000 AND 1999
Supplemental Disclosures:
Interest paid $ 23,868 $ 10,131
Income taxes paid $ - $ -
Supplemental Disclosure of Non-cash Investing and
Financing Activities:
Common stock issued in connection
with acquisition of business $ - $1,262,496
Fair value of assets received in
connection with acquisition of business $ - $1,529,040
Common stock options issued as
consideration for consulting services $ 1,300 $ 96,000
Common stock issued as consideration
for consulting services $ - $ 246,875
Fair value of assets received in
connection with Needle Eater purchase $ 68,820 $ -
Common stock options issued in
connection with Needle Eater purchase $ 20,000 $ -
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-6
ADM TRONICS UNLIMITED, INC.
Notes to Consolidated Financial Statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of
ADM Tronics Unlimited, Inc. (the Company) and its subsidiaries.
All significant intercompany balances and transactions have been
eliminated in consolidation.
Business Activity
The Company is a manufacturer and engineering concern whose
principal lines of business are the production and sale of
chemical products and the manufacturing and sale of medical
devices. The chemical product line is principally comprised
of water-based chemical products used in the food packaging
and converting industries. These products are sold to
customers located in various parts of the United States,
Australia and Europe. Medical equipment is manufactured in
accordance with customer specification on a contract basis.
The medical device product line is comprised of proprietary
devices used in the treatment of joint pain, postoperative
edema and tinnitus. These products are sold or leased to
customers located in various parts of the United States and
Asia.
For the years ended March 31, 2000 and 1999, the chemical
product line accounted for approximately 35% and 63% of sales
while the medical device product line accounted for 65% and
37%, respectively.
Cash and Equivalents
The Company considers all highly-liquid investments with a
remaining maturity of three months or less at the time of
purchase and excess operating funds invested in cash
management and money market accounts to be cash. The money
market account (approximately $300,000 at March 31, 2000) is
not insured by the FDIC.
Inventories
Inventories are stated at the lower of cost (first-in, first-
out method) or market.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is
computed using the straight-line method over the estimated
useful lives of 5 to 10 years. Leasehold improvements are
amortized over the lease term or useful lives, whichever is
shorter. Expenditures for major betterments and additions
are charged to the asset accounts while replacements,
maintenance and repairs, which do not improve or extend the
lives of the respective assets, are charged to expense
currently.
F-7
Sonotron Devices
Sonotron Devices (Devices) are held for sale or lease and are
included in the consolidated balance sheet under "equipment
held for sale" and "equipment in use and under lease
agreements," on a specific identification basis. Devices are
available for sale outright, are available for sale under
terms providing for additional charges based upon usage, and
are available to be leased. Unless and until clearance to
market is obtained from the United States Food and Drug
Administration (FDA), the Devices cannot be marketed in the
United States for human applications, other than for research
purposes, and may not be marketable in certain foreign countries.
Included within equipment in use and under lease agreements
are Devices used internally and Devices loaned out for
marketing and testing. Devices in use are depreciated over
seven years commencing at the date placed in service.
Revenues from leasing activities have not been significant.
All Devices and parts are carried at the lower of cost or
market, with cost being determined on a specific
identification basis. An allowance is provided when, in the
judgement of management, the realizable value declines below
cost.
Sofpulse Units
In connection with a business acquisition in May 1998, the
Company acquired all rights to a FDA approved device (Sofpulse
Unit or Unit) and 418 Sofpulse units. These Units
are held for sale or lease domestically and are included in
the consolidated balance sheet under "equipment held for
sale" and "equipment in use and under lease agreements," on a
specific identification basis. Units are available for sale
outright, are available for sale under terms providing for
additional charges based upon usage, and are available to be
leased.
Included within equipment in use and under lease agreements
are Units leased to third parties, Units used internally and
Units loaned out for marketing and testing. These Units are
depreciated over seven years commencing at the date placed in
service. Revenues from leasing activities were approximately
$280,000 and $460,000 for the years ended March 31, 2000 and
1999, respectively.
All Units and parts are carried at the lower of cost or
market, with cost being determined on a specific
identification basis. An allowance is provided when, in the
judgement of management, the realizable value declines below
cost.
Intangible Assets
Goodwill, patents and patents assigned are stated at cost, are
included in other assets and are amortized on a straight-line
basis over the shorter of their legal or useful lives (10 years
for goodwill, 15 to 17 years for patents and 2 years for patents
assigned).
F-8
The Company evaluates its intangible assets in accordance with the
provisions of Statement of Financial Accounting Standards ("SFAS")
No. 121, Accounting for the Impairment of Long-lived Assets and
Assets to be Disposed Of. This statement requires assessment of
impairment of long-lived assets whenever factors, events or
changes in circumstances indicate the carrying amount of certain
long-lived assets to be held and used may not be recoverable.
Assessment of impairment is based on the expected undiscounted
cash flows of the assets. If an asset is determined to be
impaired, an impairment loss is recognized to the extent the
carrying amount of the impaired asset exceeds fair value.
Revenue Recognition
Sales revenues are recognized when products are shipped and lease
revenues are recognized in accordance with individual lease
agreements.
Advertising
Advertising (approximately $31,000 and $27,000 in 2000 and 1999,
respectively) is expensed as incurred and is included with
selling, general and administrative expenses in the consolidated
statements of operations.
Income Taxes
Deferred income taxes are provided for the estimated tax effect of
temporary differences between financial and taxable income.
Net Loss Per Share
The Company applies Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" (FAS 128). Net loss per share
excludes dilution and is computed by dividing net income by the
weighted average number of common shares outstanding during the
reported periods. Net loss per share - Diluted has not been
presented for 2000 and 1999 as its results would be anti-dilutive.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
F-9
Fair Value of Financial Instruments
The carrying values of cash, cash equivalents, accrued expenses
and notes payable approximate their fair values due to the short
maturity of these instruments.
The fair value of the officer loan is determined by calculating
the present value of the note by a current market rate of interest
as compared to the stated rate of interest. The difference
between fair value and carrying value is not deemed to be
significant.
Year 2000 Uncertainities
Although the Company has not identified any computer system or program
problems, there is still a possibility that at sometime during the Year
2000 their computer systems and programs, as well as equipment that
uses embedded computer chips, may be unable to distinguish between the
years 1900 and 2000. This may create system errors and failures re-
sulting in the disruption of normal business operations. Although it
is unlikely, there may be some third parties, such as governmental
agencies, utilities, telecommunication companies, vendors and customers
that at times may not be able to continue business with the Company
due to their own Year 2000 problems.
NOTE 2. PROPERTY AND EQUIPMENT
Property and equipment at March 31, 2000 was as follows:
Production equipment $ 3,251
Other Machinery and equipment 184,863
Office furniture and fixtures 94,681
Leasehold improvements 131,800
Computer equipment 53,685
468,280
Less accumulated depreciation
and amortization 320,571
$147,709
Depreciation and amortization on property and equipment for
the years ended March 31, 2000 and 1999 was $48,975 and
$40,336, respectively.
F-10
NOTE 3. OTHER ASSETS
Other assets at March 31, 2000 consisted of the following:
Sonotron refinement costs, net of
accumulated amortization of $87,504 $57,940
Goodwill, net of accumulated amortization
of $16,546 54,366
Patents, net of accumulated amortization
of $42,444 53,900
Patents assigned, net of accumulated
amortization of $25,832 25,832
Deposits and other assets 21,681
$213,719
Sonotron refinement costs represent the costs incurred in
connection with the improvement of the Sonotron devices. These
costs are being amortized over five years, the expected benefit
period of the routine refinements. Refinement costs
amortization expense was $29,168 for the years ended March 31,
2000 and 1999, respectively.
Amortization of goodwill was $7,091 for the years ended March 31,
2000 and 1999, amortization of patents was $5,211 and $3,413,
respectively for the same years and amortization of patents
assigned was $25,832 for the year ended March 31, 2000.
NOTE 4. NOTES PAYABLE
Notes payable consisted of the following at March 31, 2000:
Note payable - Bank $300,000
8% note payable to the former shareholder of
a subsidiary; interest and principal payable
quarterly; matured January 1, 2000; unsecured;
in default 41,250
Total $341,250
For the years ended March 31, 2000 and 1999 interest expense on
total indebtedness amounted to $23,868 and $10,131, respectively.
Note payable - bank is a commercial line of credit for up to
$400,000, with interest at prime plus 1% (10.50%) at March 31, 2000,
interest due monthly, principal due June 30, 2000, secured by the
Company's inventory, accounts receivables, equipment and several
intangibles.
At March 31, 2000, the Company was in default of the terms on the
8% note payable and accordingly is accruing interest at 13%, the
stated default rate on the note. The Company elected to withhold
payments due beginning in April 1999 due to a related dispute.
See Note 7.
F-11
NOTE 5. INCOME TAXES
The components of income taxes for the years ended March 31,
2000 and 1999, are as follows:
2000 1999
Deferred $ 17,000 $285,000
Change in valuation allowance (17,000) (550,000)
Income Taxes $ - ($265,000)
The differences between the income taxes and the amount
computed by applying the federal statutory income tax rate of
34% to income before taxes are as follows:
2000 1999
Tax benefit at U.S. statutory rates ($151,000) ($240,000)
Change in valuation allowance 17,000 550,000
Expiration of capital loss
carryforward 111,000 -
Other temporary differences 23,000 ( 45,000)
Income Taxes $ - $265,000
At March 31, 2000, the Company had deferred tax assets of
approximately $1,161,000, comprised of $1,130,000 resulting from
net operating loss carryforwards and $31,000 from other
other temporary differences. The deferred tax assets are offset
by a valuation allowance in the amount of $1,161,000.
Deferred tax assets, net of a valuation allowance, are
recorded when management believes it is more likely than not
that tax benefits will be realized. The change in the
valuation allowance was based upon the consistent application
of management's valuation procedures and new circumstances
surrounding its future realization.
The Company and its subsidiaries file consolidated income tax
returns. As of March 31, 2000, the Company had consolidated
net operating loss carryforwards of approximately $3,003,000
that will expire during the years 2005 through 2020.
NOTE 6. EMPLOYEE BENEFIT PLAN
The Company has a 401(k) Plan covering substantially all
employees. Contributions to the plan are at the discretion of
management. Contributions to the plan for the year ended
March 31, 2000 and 1999 totaled $3,246 and $3,085, respectively.
F-12
NOTE 7. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases its office and warehouse facilities and
certain equipment under non-cancelable operating leases.
The approximate future minimum annual rentals under these leases
at March 31, 2000 are as follows:
March 31, 2001 $135,300
March 31, 2002 133,800
March 31, 2003 135,800
March 31, 2004 131,300
Thereafter 345,800
Total $882,000
Rent expense for all facilities for the years ended March 31, 2000
and March 31, 1999 was $149,000 and $150,000, respectively.
Warranties
Sonotron devices are sold under agreements providing for the
repair or replacement of any devices in need of repair, at the
Company's cost, for up to one year from the date of delivery,
unless such need was caused by misuse or abuse of the device.
At March 31, 2000, no amount has been accrued for potential
warranty costs and such costs are expected to be nominal.
Arthronix Settlement Agreement
In March 1999, the Company and Arthronix, a former Distributor
of Sonotron Devices, entered into a settlement agreement
providing for the resolution of all outstanding suits, counter
suits, claims, arbitration awards and satisfaction of all amounts
otherwise due upon the payment by Arthronix of $77,000 to the
Company. This amount was received by the Company on June 30,
1999 and is included in interest and other revenue in the
consolidated statement of operations for the year ended March 31,
2000.
Legal Action
The Company and a subsidiary are defendants in a legal action
filed by the subsidiary's previous landlord. The action
relates to approximately $90,000 in rental payment
discrepancies, of which approximately $50,000 relate to months
prior to the Company's acquisition of the subsidiary.
Management believes that this legal action is frivolous and
without merit. No court dates have been set, and the Company
intends to vigorously contest these claims. The outcome of
these actions as well as the extent of the Company's
liability, if any, cannot be determined at this time.
F-13
NOTE 8. STOCK OPTIONS
From time to time, the Company grants stock options to
directors, officers and outside consultants. During the years
ended March 31, 2000 and 1999, the Company did not grant
options to employees. However, during the year ended March 31,
1999, the Company granted 3,900,0000 options to non-employees.
Included in the consolidated statement of operations for the
years ended March 31, 2000 and 1999 is $1,300 and $96,000,
respectively of consulting services which represents the fair
value of consideration paid in the form of non-employee stock
options at the grant date.
A summary of the Company's stock option activity and related
information for the years ended March 31, 2000 and 1999, is as
follows:
Year ended March 31,
2000 1999
Options Weighted Options Weighted
Average Average
Exercise Exercise
Price Price
Outstanding April 1, 9,292,819 0.4373 5,392,819 $0.2885
Granted 500,000 0.6250 3,900,000 0.5623
Excerised - - - -
Expired (400,000) (0.4025) - -
Outstanding March 31, 9,392,819 0.4152 9,292,819 0.4373
Exercisable at end of 9,392,819 $ 0.4152 6,275,285 $0.2981
The expiration dates and exercise prices of stock options,
which were fully vested at March 31, 2000, were as follows:
Expiration Date Number of Options Exercise Price
June 2, 2000 200,000 $0.18 to 0.375
March 31, 2001 300,000 $0.625
June 2, 2001 700,000 $0.375
November 1, 2001 3,000,000 $0.625
December 31, 2002 3,000,000 $0.375
February 3, 2003 2,192,819 $0.18
F-14
Note 8 Stock Options (continued)
The weighted average fair value of options outstanding at March
31, 2000 were as follows:
Number of Weighted
Options Average Fair
Value at
Date of Grant
Exercise price exceeded the 6,300,000 $0.0200
market price at grant date
Exercise price equaled the 800,000 $0.0479
market price at grant date
Exercise price was less than 2,292,819 $0.0416
the market price at grant date
The determination of the fair value of all stock options granted was
calculated using the Black - Scholes option-pricing model based on
(i) a risk-free interest rate of 5.5%, (ii) an expected option life
based on original life of each option, (iii) an expected volatility
in the market price of the Company's common stock of 63%, and (iv) no
expected dividends on the underlying stock.
NOTE 9. SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS AND
CREDIT CONCENTRATION
Segment Information
The Company adopted the provisions of SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information"
effective April 1, 1999. The Company operates in two reportable
segments, the production and sale of chemicals and the
manufacture and sale or lease of medical products. The
reportable segments are strategic business units that offer
different products and services. They are managed separately
based on differences in customer base, marketing strategies or
regulatory environment.
The accounting policies of the segments are the same as those
described in Note 1. The Company evaluates performance on
profit or loss from operations before income taxes.
F-15
NOTE 9. SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS
AND CREDIT CONCENTRATION (Continued)
Information about segment operations follows:
Chemical Medical Total
Year Ended March 31, 2000
Revenues from external
customers $ 950,947 $1,747,650 $2,698,597
Interest revenue $ 21,393 $ 263 $ 21,656
Interest expense $ - $ 23,868 $ 23,868
Depreciation and amortization $ 62,222 $ 196,312 $ 258,534
Segment loss ($ 297,567) ($ 147,387) ($ 444,954)
Segment assets $1,192,843 $1,764,532 $2,957,375
Expenditures for segment
assets $ 5,068 $ - $ 5,068
Year ended March 31, 1999
Revenues from external
customers $ 937,484 $1,161,513 $2,098,997
Interest revenue $ 31,003 $ 9,632 $ 40,635
Interest expense $ - $ 10,131 $ 10,131
Depreciation and amortization $ 55,692 $ 104,450 $ 160,142
Segment loss ($ 559,206) ($ 146,236) ($ 705,442)
Segment assets $1,526,312 $1,817,229 $3,343,541
Expenditures for segment
assets (including
acquisition of business) $ 23,265 $ 126,841 $ 150,106
F-16
NOTE 9. SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS
AND CREDIT CONCENTRATION (Continued)
Geographical Information
Sales to unaffiliated customers, based on location of customer,
is as follows:
Year Ended March 31,
2000 1999
Chemical Segment:
United States $892,969 $866,874
Australia 24,214 48,636
Other foreign countries 33,764 21,974
$950,947 $937,484
Medical Segment:
United States $1,558,731 $1,078,281
Southeast Asia 115,425 50,084
Other foreign countries 73,494 33,148
$1,747,650 $1,161,513
Major Customers
Sales to individual unaffiliated customers in excess of 10% of
net sales to unaffiliated customers are shown below.
Year ended March 31,
2000 1999
Medical Segment:
Customer A $1,164,120 $389,263
Individual accounts receivable balances at March 31, 2000 in
excess of 10% of total accounts receivable are as follows:
Medical Segment:
Customer A $ - $ 90,146
F-17
NOTE 9. SEGMENT INFORMATION, GEOGRAPHICAL INFORMATION, MAJOR CUSTOMERS
AND CREDIT CONCENTRATION (Continued)
Product Information
The approximate percentage of sales to unaffiliated customers,
based on products, is as follows:
Year ended March 31,
2000 1999
Chemical Segments:
Adhesives and primers 52% 46%
Resins and coatings 42% 51%
Additives and others 6% 3%
Medical Segment:
Contract manufactured medical 82% 52%
Sofpulse units 2% 40%
Sonotron devices 8% 8%
Other medical devices 8% -
Credit Concentration
The Company maintains account balances and a certificate of
deposit in a financial institution in excess of federally insured
limits.
NOTE 10. SIGNIFICANT TRANSACTION AND EVENT
Needle Eater
In April 1999, the Company, pursuant to an asset purchase agreement,
purchased certain tangible and intangible assets and certain operating
rights relating to a medical device "Needle Eater" that grinds and
disposes of syringes and other medical sharps. In connection therewith,
the Company paid $48,826 in cash, granted options to purchase 500,000
shares of the Company's common stock at an exercise price of $.625
expiring over two years, and executed a consulting agreement providing
for monthly payments of $750 for twenty four months. Under this
agreement, the Company received fifteen Needle Eater devices, related
supplies and assignment of certain Patent rights. The Company intends
to manufacture and sell Needle Eater devices nationally and via the
internet.
Additionally, the asset purchase agreement contains a provision for
contingent consideration whereby on March, 2001 and each year thereafter
until March, 2012, the Company must pay the seller the greater of
$50,000 or 5% of net sales relating to the product for that year. If
however, 5% of sales are less than $50,000, the Company has the option
to only pay the 5% of sales amount and return all rights to the product
acquired back to the seller.
During the year ended March 31, 2000, the Company sold approximately
60 Needle Eater devices resulting in revenues of approximately $64,000.
F-18
NOTE 10. SIGNIFICANT TRANSACTION AND EVENT (Continued)
Private Placement
During the year ended March 31, 2000, the Company, through its wholly
owned subsidiary Immuno-Therapy Corporation (ITC), began research and
development activities relating to the development of a blood
irradiation device intended to be effective in the treatment of certain
viral and bacterial infections in humans and animals. Through March
31, 2000, the Company spent approximately $135,000 in research and
development costs.
ITC intends to fund future research and development costs through the
sale of common stock, and on March 10, 2000 commenced a private
placement offering (Offering). The Offering is to certain accredited
investors for up to 500,000 shares of ITC's common stock, at $5.00 per
share on a "best efforts all or none" basis as to 100,000 shares, and
on a "best efforts" basis as to 400,000 shares. As of June 9, 2000,
18,100 shares have been subscribed for by prospective purchasers and
$90,500 is being held in escrow. Should ITC fail to sell a minimum
of 100,000 shares prior to August 1, 2000, all escrowed funds will be
returned to prospective purchasers and the Offering will be cancelled.
The Company believes the offering will be successful and intends to
continue funding irradiation device research and development costs
from current liquidity.
Proforma Combined Condensed Financial Information (Unaudited)
The following unaudited proforma combined condensed statements of
operations for the year ended March 31, 1999 is as if the business
combination that occurred on May 27, 1998 had occurred at the
beginning of the period.
Operating Revenues $2,288,442
Net loss (1,304,177)
Net loss per share (.03)
The proforma data is provided for information purposes only and
does not purport to be indicative of results which actually would
have been obtained if the combination had been effected at the
beginning of each period presented, or of those results which may
be obtained in the future.
F-19
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 9. Directors and Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
I.
(a) Identification of Executive Officers and Directors
Name Age Position
Dr. Alfonso Di Mino 80 President, Chief Executive Officer and Director
Vincent Di Mino 74 Vice President of Production and Director
Andre' Di Mino 44 Executive Vice President, Secretary, Treasurer,
Chief Operating Officer and Director
Dr. Harold Gelb 75 Director
Thomas Petrie 55 Director
Dr. Alfonso Di Mino has been President and a Director of the Company since 1969.
Vincent Di Mino has been Vice President of Production since 1969 and a
Director of the Company since 1987.
Andre' Di Mino has been Executive Vice President and Chief Operating Officer
since 1987 and Secretary and Treasurer of the Company since 1978. Mr. Di
Mino has been a Director of the Company since 1987.
Dr. Harold Gelb has been a Director since July, 1998. Dr. Gelb has been a
practicing dentist for more than 25 years. Dr. Harold Gelb is an expert in
the diagnosis and treatment of craniomandibular disorders. He is an author
of several texts on the subject of craniomandibular pain and has lectured
worldwide on that area of practice.
Thomas Petrie has been a Director since January, 1998 and the President of
PAC for approximately five years. Prior thereto, Mr. Petrie was a Business
Unit Director of Personal Diagnostics.
(b) Identify Significant Employees
Thomas Petrie may be deemed to be a significant employee.
(c) Family Relationships
Dr. Alfonso Di Mino is the father of Andre' Di Mino and the brother of
Vincent Di Mino. There are no other family relationships between any of the
Company's directors or executive officers.
(d) Involvement in Certain Legal Proceedings
During the last five years, none of the following events occurred with
respect to any executive officer or director of the Company as of the date
hereof.
(i) Any bankruptcy petition was filed by or against any business of which
such person was a general partner or an executive officer at or within
two years before the time of such filing;
(ii) Any conviction in a criminal proceeding or being subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(iii) Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; and
(iv) Being found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.
(g) Promoters and Control Persons
Not Applicable.
II. Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of any Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(a) under the Exchange Act during
its most recent fiscal year and any Forms 5 and amendments thereto furnished
to the Company with respect to its most recent fiscal year, and any written
representations referred to in subparagraph (b)(2)(i) of Item 405 of
Regulation S-B, other than the following, no person who at any time during
the fiscal year ended March 31, 2000 was a director, officer, to the
knowledge of the Company a beneficial owner of more than 10% of any class of
equity securities of the Company registered pursuant to Section 12, failed to
file on a timely basis, as disclosed in the above Forms, reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year or prior
fiscal years.
Item 10. Executive Compensation
The following table (the "Summary Table") sets forth the salary, bonus
and other annual compensation earned by (i) the Company's chief executive
officer and (ii) the Company's four most highly compensated executive
officers other than the chief executive officer who served as such on March
31, 2000 and whose total annual salary and bonus exceeded $100,000 (the
"Named Officer"):
Name and Principal Fiscal Year Annual Securities
Position Ended March Compensation Underlying
31 Salary Options
Dr. Alfonso Di Mino 2000 $93,600 -0-
President and Chief
Executive Officer
1999 $93,600 -0-
1998 $93,600 715,741 shares
of Common Stock
No individual grants of stock options were made during the fiscal year ended
March 31, 2000 to the Named Officer.
No options issued by the Company were exercised by the Named Officer
during the fiscal year ended March 31, 2000. On that date, there were
715,741 shares of Common Stock underlying unexercised options held by the
Named Officer all of which were exercisable, were in-the-money and had a
value of $150,306. The Company did not reprice any stock option or SAR
previously awarded to the Named Officer.
During the fiscal years ended March 31, 2000, 1999 and 1998, no other
compensation not otherwise referred to herein was paid or awarded by the
Company to the Named Officer, the aggregate amount of which compensation,
with respect to such person, exceeded the lesser of $50,000 or 10% of the
annual salary and bonus reported in the Summary Table for such person.
There are no standard or other arrangements pursuant to which any
director of the Company is or was compensated during the Company's last
fiscal year for services as a director, for committee participation or
special assignments.
The Company has no employment contract with any person other than Thomas
Petrie. In November 1997, PAC entered into a five year Employment Agreement
with Mr. Petrie pursuant to which Mr. Petrie has been employed as PAC's
President and Chief Engineer. The Employment Agreement provides for an
annual salary of $75,000 and a bonus ranging from 3% to 5% of PAC's net
income.
The Company does not have any compensatory plan or arrangement,
including payments to be received from the Company with respect to any person
named in the Summary Table, which plan or arrangement results or will result
from the resignation, retirement or any other termination of such person's
employment with the Company and its subsidiaries or from a change in control
of the Company or a change in such person's responsibilities following a
change in control and the amount involved, including all periodic payments or
installments, exceeds $100,000.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
(a), (b)
The following table sets forth certain information as of June 26,
2000 with respect to any person who is known to the Company to be the
beneficial owner of more than 5% of any class of its voting securities and as
to each class of the Company's equity securities beneficially owned by its
directors and directors and officers as a group:
Title Name and Address Amount of Approximate
of Class of Beneficial Owner Beneficial Percent
Ownership(1) of Class (1)
Common Stock, Dr. Alfonso Di Mino 3,049,980(2) shares 9%(2)
$.0005 par 224-S Pegasus Ave.
Northvale, NJ 07647
Common Stock Andre' Di Mino 8,249,774(3) shares 25%(3)
$.0005 par value 224-S Pegasus Ave.
Northvale, NJ 07647
1,700,000(4) shares 5%(4)
3,400,000(5) shares 10%(5)
28,470(6) shares (12)
Common Stock, Vincent Di Mino 2,587,928(7) shares 8%(7)
$.0005 par value 224-S Pegasus Ave.
Northvale, NJ 07647
5,100,000(8) shares 15%(8)
Common Stock, Burton Friedlander 6,313,900(9) shares 19%(9)
$.0005 par value 104 Field Point Road.
Greenwich CT 06830
Common Stock, Dr. Harold Gelb 500,000(10) shares 2%(10)
$.0005 par value 425 E 58th Street
New York, NY 10022
Common Stock, Thomas Petrie 200,000(11) shares (12)
$.0005 par value 32 Dearhaven Lane
Newfoundland, NJ 07927
Common Stock, Heiko H. Theime 7,617,500(13) shares 23%(13)
$.0005 par value 1370 Ave of the Americas
New York, NY 10019
Common Stock, Officers and Directors 19,716,152(14) shares 59%(14)
$.0005 par value as a Group (5 persons)
(1) Unless otherwise noted below, the Company believes that all persons named
in the table have sole voting and investment power with respect to all shares
of common stock benefically owned by them. For purposes hereof, a person is
deemed to be the benefical owner of securities that can be acquired by such
person within 60 days from the date hereof upon the exercise of warrants or
options or the conversion of convertible securities. each beneficial owners'
percentage ownership is determined by assuming that such warrants, options or
convertible securities that are held by such person (but not those held by
any other person) and which are exercisable within 60 days from the date hereof
have been exercised.
(2) Represents (a) 1,004,239 shares of common stock directly owned by Dr.
Di Mino, (b) 715,741 shares of common stock that may be acquired by Dr. Di Mino
upon exercise of options, (c) 1,000,000 shares of common stock benefically owned
by the spouse of Dr. Di Mino, in which shares Dr. Di Mino disclaims any
benefical ownership, and (d) 1,330,000 shares of common stock including the
1,000,000 shares described in (c) above, subject to an agreement dated July 8,
1987 pursuant to which Dr. Di Mino has the power to vote such shares.
(3) Represents (a) 7,672,696 shares of Common Stock directly owned by Mr.
Di Mino and (b) 577,078 shares of Common Stock that may be acquired by Mr.
Di Mino upon exercise of options.
(4) Represents 1,700,000 shares of Common Stock held by the Andre' Di Mino
Irrevocable Trust, a Trustee and the beneficiary of which is Andre' Di Mino
who may be deemed to be a beneficial owner of the shares held by such Trust.
(5) Represents 1,700,000 shares of Common Stock held each by the Maria Elena
Di Mino and Maurice Di Mino Irrevocable Trusts, a Trustee of which is Andre
Di Mino who may be deemed to be a beneficial owner of the shares held by such
Trusts by reason of his power to vote such shares.
(6) Represents shares held by a voting trust of which Mr. Di Mino is the
voting trustee.
(7) Represents (a) 1,287,928 shares of Common Stock directly owned by Mr.
Di Mino, (b) 700,000 shares of Common Stock that may be acquired by Dr.
Di Mino upon exercise of options, (c) 300,000 shares of Common Stock
beneficially owned by the spouse of Vincent Di Mino, and (d) 300,000 shares
of Common Stock owned by the child of Mr. Di Mino who resides in his home, in
all of which shares set forth in (c) and (d) of this Note Mr. Di Mino disclaims
any beneficial ownership.
(8) Represents 5,100,000 shares of Common Stock of which 1,700,000 such shares
are held by each of the Andre' Di Mino Irrevocable Trust, the Maria Elena
Di Mino Irrevocable Trust and the Maurice Di Mino Irrevocable Trust. Vincent
Di Mino, a Trustee of each of such Trusts, may be deemed to be a beneficial
owner of the shares held by such Trusts by reason of his power to vote such
shares.
(9) Represents (a) 417,300 shares of common stock directly owned by Mr.
Friedlander, (b) 3,000,000 of common stock that may be acquired
by Mr. Friedlander upon exercise of an option, and (c) 2,896,600 shares
of Common Stock owned by Friedlander International Limited.
(10) Represents shares of Common Stock that may be acquired by Dr. Gelb
upon exercise of options.
(11) Represents shares of Common Stock that may be acquired by Mr. Petrie
upon exercise of options.
(12) Less than 1%
(13) Represents (a) 3,000,000 shares of Common Stock that may be
acquired upon exercise of a warrant, (b) 2,000,000
shares of Common Stock owned by The American Heritage Fund, Inc.,
(c) 1,617,500 shares of Common Stock owned by The Global Opportunity
Fund Limited, and (d) 1,000,000 shares of Common Stock that may be
acquired by The Global Opportunity Fund Limited upon exercise of a
warrant.
(14) See Notes above.
(c) Changes in Control
The Company is not aware of any arrangement which may result in a
change in control of the Company.
Item 12. Certain Relationships and Related Transactions
(a) From time to time, the Company has loaned money to Andre' Di Mino
at an interest rate of 3% per annum. Reference is made to the responses to
Items 9 and 11 hereof. The largest aggregate amount of indebtedness,
including interest, outstanding at any time since the beginning of the
Company's fiscal year ended March 31, 2000 was approximately $65,891. The
approximate amount of principal and interest outstanding as March 31, 2000
was $63,191.
As payment for consulting services, the Company has issued a warrant to
Heiko H. Thieme. The warrant expires on December 31, 2002 and permits the
holder to purchase up to 3,000,000 shares of the Company's Common Stock for
$.375 per share during the first two years after issuance and $.50 per share
for the remaining two years.
As payment for consulting services, on November 27, 1998 the Company has
issued an option to Burton Friedlander. The option expires on November 1, 2001
and permits the holder to purchase up to 3,000,000 shares of the Company's
Common Stock for $.625 per share.
Other than as otherwise set forth in this Annual Report on From 10-KSB,
during the last two years there was no transaction or proposed transaction to
which the Company was or is to be a party, in which any of the following
persons had or is to have a direct or indirect material interest and the
amount involved in the transaction or a series of similar transactions
exceeded $60,000:
(1) Any director or executive officer of the Company;
(2) Any nominee for election as a director;
(3) Any security holder named in response to Item 11 hereof; and
(4) Any member of the immediate family (including spouse,
parents, children, siblings and in-laws) of any person named
in paragraphs (1), (2) or (3) of this Item 12(a).
(b), (c), (d) Not applicable.
Item 13. Exhibits and Reports of Form 8-K
(a) Exhibits
3.1 Certificate of Incorporation and amendments thereto filed on August 9,
1976 and May 15, 1978. Exhibit 3(a) to the Company's Registration
Statement on Form 10, File No. 0-17629 (the "Form 10"), is hereby
incorporated by reference.
3.2 Certificate of Amendment to Certificate of Incorporation filed December
9, 1996. Exhibit 3(a) to the Company's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 1997 is hereby incorporated by
reference.
3.3 By-Laws. Exhibit 3(b) to the Form 10 is hereby incorporated by
reference.
4.1 Warrant issued to the Global Opportunity Fund Inc. Exhibit 4.1 to
Amendment No. 1 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1998 is hereby incorporated by reference.
4.2 Warrant issued to Heiko H. Thieme. Exhibit 4.2 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1999 is hereby
incorporated by reference.
4.3 Warrant issued to Burton Friedlander.*
9.1 Trust Agreements of November 7, 1980 by and between Dr. Alfonso Di Mino
et al. Exhibit 9 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1993 is hereby incorporated by reference.
10.1 Memorandum of Lease by and between the Company and Cresskill Industrial
Park III dated as of August 26, 1993. Exhibit 10(a) to the Company's
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1994
is hereby incorporated by reference.
10.1B Extension of Lease Agreement by and between the Company and M. Vincent
Costa and Victoria M. Costa dated March 29, 1999.*
10.2 Agreement of July 8, 1987 by and between Donna Di Mino, Dr. Alfonso Di
Mino, et al. Exhibit 10(q) to the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1993 is hereby incorporated by
reference.
10.3 Agreement of June 9, 1992 by and between Advent Medical Technology, Inc.
and Arthritic Relief Centers, Inc. Exhibit 2 to the Company's Current
Report on Form 8-K dated June 9, 1992 is hereby incorporated by
reference.
10.4 Agreement of June 9, 1992 by and between Advent Medical Technology, Inc.
and Vet Sonotron Systems, Inc. Exhibit 3 to the Company's Current
Report on Form 8-K dated June 9, 1992 is hereby incorporated by
reference.
10.5 Amendment to Agreement of March 16, 1993 by and between Arthritic Relief
Centers, Inc. and Advent Medical Technology, Inc. Exhibit 10(k) to the
Company's Annual Report on Form 10-KSB for the fiscal year ended March
31, 1993 is hereby incorporated by reference.
10.6 Voting Agreement of March 16, 1993 by and between Vet Sonotron Systems,
Inc. and Advent Medical Technology, Inc. Exhibit 10(l) to the Company's
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1993 is
hereby incorporated by reference.
10.7 Voting Agreement of March 16, 1993 by and between Arthritic Relief
Centers, Inc. and Advent Medical Technology, Inc. Exhibit 10(m) to the
Company's Annual Report on Form 10-KSB for the fiscal year ended March
31, 1993 is hereby incorporated by reference.
10.8 Agreement for Sale of Stock Between the Company, James C. Wickstead and
Thomas Petrie. Exhibit 10.10 to Amendment No. 1 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1998 is hereby
incorporated by reference.
10.9 Employment Agreement of November 26, 1997 between Thomas Petrie and
Precision Assembly Corp. Exhibit 10.11 to Amendment No. 1 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended March
31, 1998 is hereby incorporated by reference.
10.10 Asset Purchase Agreement of May 27, 1998 by and among
Electropharmacology, Inc., AA Northvale Medical Associates, Inc.
Exhibit 10.12 to Amendment No. 1 to the Company's Annual Report on Form
10-KSB for the fiscal year ended March 31, 1998 is hereby incorporated
by reference.
10.11 Subscription Agreement of March 31, 1998 between the Company and The
Global Opportunity Fund Limited. Exhibit 10.13 to Amendment No.1 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended March
31, 1998 is hereby incorporated by reference.
10.12 Consulting Agreement, dated May 15, 1998, by and between the Company and
Wharton Capital Corp. Exhibit 99.1 to the Company's Registration State-
ment on Form S-8, File. No. 333-57823, is hereby incorporated by reference
10.13 Asset Purchase Agreement between Enviro-Pack Development Corporation (a
subsidiary of the Company) and SPS Medical Equipment Corporation dated
March 30, 1999 to be filed by amendment.
21.1 Subsidiaries of the Company. *
23.1 Consent of Kaufman, Rossin & Co. *
27 Financial Data Schedule. *
_________________________
* Filed herewith.
(b) Reports on Form 8-K
Not applicable
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ADM TRONICS UNLIMITED, INC.
By: /s/ Dr. Alfonso Di Mino
Dated: July 14, 2000 Dr. Alfonso Di Mino, President
In accordance with the Exchange Act this report has been signed below by
the following persons on behalf of the registrant and in the capacities and
on the dates indicated:
Signatures Title Date
/s/Dr. Alfonso Di Mino Chief Executive Officer 7/14/00
and Director
/s/Andre' Di Mino Principal Financial and 7/14/00
Accounting Officer and Director
/s/Vincent Di Mino Director 7/14/00
Dr. Harold Gelb Director
/s/Thomas Petrie Director 7/14/00
EXHIBIT 4.3
WARRANT TO PURCHASE 3,000,000 SHARES OF THE COMMON STOCK OF
ADM TRONICS UNLIMITED, INC.
This is to Certify That, FOR VALUE RECEIVED, BURTON FRIEDLANDER (the
"Holder"), is entitled to purchase, subject to the provisions of this
Warrant, from ADM TRONICS UNLIMITED, INC., a Delaware corporation (the
"Company"), 3,000,000 shares of the Common Stock of the Company, $.0005 par
value (the "Common Stock"), at a price of $.625 per share at any time or from
time to time from the date hereof until 5:00 P.M., New York City Time on
November 1, 2001, the Termination Date. Any such purchase shall be in not less
than 1,000,000 share increments. The number of shares to be received
upon the exercise of this Warrant and the price to be paid for each
such share may be adjusted from time to time as hereinafter set forth. The
shares deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
this Warrant as in effect at any time as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."
SECTION 1. EXERCISE OF WARRANT.
This Warrant may be exercised in whole or in part, but in not less than
1,000,000 share increments, at any time or from time to
time during the period commencing on the date hereof and terminating at
5:00 P.M., New York City Time, on the Termination Date (the "Exercise Period")
provided, however, that (i) if the Termination Date is a day on which banking
institutions in the State of New York are authorized by law to close, then on
the next succeeding day which shall not be such a day, and (ii) in the event of
any merger, consolidation or sale of substantially all the assets of the Company
resulting in any distribution to the Company's stockholders on or before the
Termination Date, the Holder shall have the right to exercise this Warrant
commencing at such time through the Termination Date which shall entitle the
Holder to receive, in lieu of Warrant Shares, the kind and amount of securities
and property (including cash) receivable by a holder of the number of shares of
Warrant Shares into which this Warrant might have been exercisable immediately
prior thereto. For purposes of this Warrant, the term "Warrant Shares" shall
include such securities and property. This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal office, or at
the office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of Warrant Shares specified in such form. Such payment may be made, at
the option of the Holder, by check or wire transfer. As soon as practicable
after each such exercise of the Warrant, the Company shall issue and deliver
to the Holder a certificate or certificates representing the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or the
Holder's designee. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the rights of the Holder thereof to purchase the balance
of the Warrant Shares purchasable thereunder. Upon receipt by the Company of
this Warrant at its office, or by the stock transfer agent of the Company at its
office, in proper form for exercise, the Holder shall be deemed to be the holder
of record of the Warrant Shares issuable upon such exercise, notwithstanding
that the stock transfer books of the Company shall then be closed or that
certificates representing such shares shall not then be physically delivered to
the Holder.
SECTION 2. RESERVATION OF SHARES.
The Company shall at all times reserve for issuance and/or delivery upon
exercise of this Warrant such number of Warrant Shares as shall be required for
issuance and delivery upon exercise of this Warrant.
SECTION 3. FRACTIONAL SHARES.
No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of this Warrant. With respect to any fraction of a share
called for upon any exercise hereof, the Company shall pay to the Holder an
amount in cash equal to such fraction multiplied by the current market value of
a share, determined as follows:
(a) If the Common Stock is listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange or listed for trading
on NASDAQ, the current market value shall be the last reported sale price of the
Common Stock on such exchange or system on the last business day prior to the
date of exercise of this Warrant or if no such sale is made on such day, the
average of the closing high bid and low asked prices for such day on such
exchange or system; or
(b) If the Common Stock is not so listed or admitted to unlisted trading
privileges but bid and asked prices are reported by the National Quotation
Bureau, Inc. or any successor thereto, the current market value shall be the
average of last reported high bid and low asked prices reported by the National
Quotation Bureau, Inc. on the last business day prior to the date of the
exercise of this Warrant; or
(c) If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the current market
value shall be an amount, the book value of a share thereof as at the end of the
fiscal quarter of the Company ending immediately prior to the date of the
exercise of the Warrant.
SECTION 4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other warrants of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. The term "Warrant" as used herein includes
any Warrants into which this Warrant may be divided or exchanged. Upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date. Any such new Warrant executed and
delivered shall constitute an additional contractual obligation on the part of
the Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.
SECTION 5. RIGHTS AND LIABILITIES OF THE HOLDER.
The Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder in the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein. No provision of this
Warrant, in the absence of affirmative action by the Holder to purchase the
Warrant Shares, and no mere enumeration herein of the rights or privileges of
the Holder, shall give rise to any liability of the Holder for the Exercise
Price or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.
SECTION 6. ADJUSTMENTS, NOTICE PROVISIONS AND RESTRICTIONS ON ISSUANCE OF
ADDITIONAL SECURITIES.
SECTION 6.1 Adjustment of Exercise Price. The Exercise Price in
effect from time to time shall be subject to adjustment, as follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on the outstanding shares of its capital stock that is payable in
shares of its Common Stock, (ii) subdivide, split or reclassify the outstanding
shares of its Common Stock into a greater number of shares, or (iii) combine or
reclassify the outstanding shares of its Common Stock into a smaller number of
shares, the Exercise Price in effect immediately after the record date for such
dividend or distribution or the effective date of such subdivision, combination
or reclassification shall be adjusted so that it shall equal the price
determined by multiplying the Exercise Price in effect immediately prior thereto
by a fraction, of which the numerator shall be the number of shares of Common
Stock outstanding immediately before such dividend, distribution, split,
subdivision, combination or reclassification, and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such
dividend, distribution, split, subdivision, combination or reclassification. Any
shares of Common Stock issuable in payment of a dividend shall be deemed to have
been issued immediately prior to the record date for such dividend for purposes
of calculating the number of outstanding shares of Common Stock of the Company
under this Section 6. Such adjustment shall be made successively upon the
occurrence of each event specified above.
(b) In case the Company fixes a record date for the issuance to holders
of its Common Stock of rights, options, warrants or convertible or exchangeable
securities generally entitling such holders to subscribe for or purchase shares
of Common Stock at a price per share less than the Current Market Price (as such
term is defined in Subsection 6.1(d) hereof) per share of Common Stock on such
record date, the Exercise Price shall be adjusted immediately thereafter so that
it shall equal the price determined by multiplying the Exercise Price in effect
immediately prior thereto 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 offered would purchase at the Current Market Price
per share, 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 offered for subscription or purchase. Such adjustment shall be made
successively on each date whenever a record date is fixed.
(c) In case the Company fixes a record date for the making of a
distribution to all holders of shares of its Common Stock (i) of shares of any
class of capital stock other than its Common Stock or (ii) of evidences of its
indebtedness or (iii) of assets (other than dividends or distributions referred
to in Subsection 6.1(a) hereof) or (iv) of rights, options, warrant or
convertible or exchangeable securities (excluding those rights, options,
warrants or convertible or exchangeable securities referred to in Subsection
6.1(b) hereof), then in each such case the Exercise Price in effect immediately
thereafter shall be determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, of which the numerator shall be the
total number of shares of Common Stock outstanding on such record date
multiplied by the Current Market Price (as such term is defined in Subsection
6.1(d) hereof) per share on such record date, less the aggregate fair value as
determined in good faith by the Board of Directors of the Company of said shares
or evidences of indebtedness or assets or rights, options, warrants or
convertible or exchangeable securities so distributed, and of which the
denominator shall be the total number of shares of Common Stock outstanding on
such record date multiplied by such Current market Price per share. Such
adjustment shall be made successively each time such a record date is fixed. In
the event that such distribution is not so made, the Exercise Price then in
effect shall be readjusted to the Exercise Price which would then be in effect
if such record date had not been fixed.
(d) For the purpose of any computation under Subsection 6.1(a), 6.1(b)
or 6.1(c) hereof, the "Current Market Price" per share at any date (the
"Computation Date") shall be deemed to be the average of the daily current
market value of the Common Stock as determined in accordance with the provisions
of Section 3 hereof over twenty consecutive trading days ending the trading day
before such date; provided, however, upon the occurrence, prior to the
Computation Date, of any event described in Subsections 6.1(a), 6.1(b) or 6.1(c)
which shall have become effective with respect to market transactions at any
time (the "Market-Effect Date") on or after the beginning of such 20-day period,
the current market value, as determined in accordance with the provisions of
Section 3 hereof for each trading day preceding the Market-Effect Date shall be
adjusted, for purposes of calculating such average, by multiplying such Closing
Price by a fraction the numerator of which is the Exercise Price as in effect
immediately after the Market-Effect Date and the denominator of which is the
Exercise Price immediately prior to the Market-Effect Date, it being understood
that the purpose of this proviso is to ensure that the effect of such event on
the market price of the Common Stock shall, as nearly as possible, be eliminated
in order that the distortion in the calculation of the Current Market Price may
be minimized.
(e) All calculations under this Section 6.1 shall be made to the nearest
cent.
SECTION 6.2 Adjustment of Number of Shares. Upon each adjustment of
the Exercise Price pursuant to Subsection 6.1 hereof, this Warrant shall
thereupon evidence the right to purchase, in addition to any other securities
to which the Holder is entitled to purchase, that number of Warrant Shares
(calculated to the nearest one-hundred thousandth of a share) obtained by
multiplying the number of shares of Common Stock purchasable upon exercise of
the Warrant immediately prior to such adjustment by the Exercise Price in effect
immediately prior to such adjustment and dividing the product so obtained by the
Exercise Price in effect immediately after such adjustment.
SECTION 6.3 Verification of Computations. The Company may select a
firm of independent public accountants, which may be the Company's independent
auditors, and which selection may be changed from time to time, to verify the
computations made in accordance with this Section 6. The certificate, report of
other written statement of any such firm shall be conclusive evidence of the
correctness of any computation made under this Section 6. Promptly upon its
receipt of such certificate, report or statement from such firm of independent
public accountants, the Company shall deliver a copy thereof to the Holder.
SECTION 6.4 Warrant Certificate Amendments. Irrespective of any
adjustments pursuant to this Section 6, Warrant Certificates theretofore or
thereafter issued need not be amended or replaced, but Warrant Certificates
thereafter issued shall bear an appropriate legend or other notice of any
adjustments and which legend and/or notice has been provided by the Company to
the Holder, provided the Company may, at its option, issue new Warrant
Certificates evidencing Warrants in the form attached hereto to reflect any
adjustment in the Exercise Price and the number of Warrant Shares evidenced by
such Warrant Certificates and deliver the same to the Holder in substitution for
existing Warrant Certificates.
SECTION 7. OFFICER'S CERTIFICATE.
Whenever the Exercise Price, the number of Warrant Shares underlying this
Warrant or either of them shall be adjusted as required by the provisions of the
foregoing Section, the Company shall forthwith file in the custody of its
Secretary or an Assistant Secretary at its principal office and with its stock
transfer agent, if any, an officer's certificate showing the adjusted Exercise
Price and number of Warrant shares determined as herein provided, setting forth
in reasonable detail the facts requiring such adjustment, including a statement
of the number of additional shares of Common Stock, if any, and such other facts
as shall be necessary to show the reason for and the manner of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder or any holder of a Warrant
executed and delivered pursuant to Section 1 hereof and the Company shall,
forthwith after each such adjustment, mail a copy by certified mail of such
certificate to the Holder or any such holder.
SECTION 8. NOTICES TO WARRANT HOLDERS.
So long as this Warrant shall be outstanding, (i) if the Company shall pay any
dividend or make any distribution upon the Common Stock, (ii) if the Company
shall offer to the holders of its Common Stock rights to subscribe for,
purchase, or exchange property for any shares of any class of stock, or any
other rights or options or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger
of the Company with or into another corporation, sale, lease or transfer of all
or substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be sent by overnight mail or courier service to the Holder, at least fifteen
days prior to the date specified in (x) or (y) below, as the case may be, a
notice containing a brief description of the proposed action and stating the
date on which (x) a record is to be taken for the purpose of such dividend,
distribution or subscription rights, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease, dissolution,
liquidation or winding up is to take place and the date, if any is to be fixed,
as of which the holders of Common Stock or other securities shall receive cash
or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.
SECTION 9. RECLASSIFICATION, REORGANIZATION OR MERGER.
In case of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company, or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
class issuable upon exercise of this Warrant) or in case of any sale, lease or
conveyance to another corporation of the property of the Company as an entirety
(collectively such actions being hereinafter referred to as "Reorganizations"),
the Company shall, as a condition precedent to such Reorganization transaction,
cause effective provisions to be made so that the Holder shall have the right
thereafter by exercising this Warrant at any time prior to the expiration of the
Warrant, to receive in lieu of the amount of securities otherwise deliverable,
the kind and amount of shares of stock and other securities and property
receivable upon such Reorganization by a holder of the number of shares of
Common Stock which might have been purchased upon exercise of this Warrant and
the warrants included in the Shares immediately prior to such Reorganization.
Any such provision shall include provision for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section 9 shall similarly apply to
successive Reorganizations.
SECTION 10. ISSUE TAX.
The issuance of certificates representing the Warrant Shares upon the exercise
of this Warrant as well as securities underlying the Share Warrants shall be
made without charge to the Holder for any issuance tax in respect thereof.
SECTION 11. GOVERNING LAW, JURISDICTION AND VENUE.
This Warrant shall be governed by and construed and enforced in accordance with
the laws of the State of New Jersey. The Company hereby consents to the
exclusive jurisdiction and venue of the courts of the State of New Jersey
located in Bergen County, New Jersey with respect to any matter relating to this
Warrant and the performance of the Company's obligations hereunder and the
Company hereto hereby further consents to the personal jurisdiction of such
courts. Any action suit or proceeding brought by or on behalf of the Company
relating to such matters shall be commenced, pursued, defended and resolved only
in such courts and any appropriate appellate court having jurisdiction to hear
an appeal from any judgment entered in such courts.
ADM TRONICS UNLIMITED, INC.
By:/s/Andre' Di Mino
Dated: October 26, 1999
EXHIBIT 10.1B
EXTENSION OF LEASE AGREEMENT
THIS AGREEMENT, is made and entered into on March 29, 1999 between M. Vincent
Costa & Victoria M. Costa and ADM Tronics.
WHEREAS, CRESSKILL INDUSTRIAL PARK III was the Landlord (hereinafter "LANDLORD")
and ADM TRONIS is the Tenant (hereinafter "TENANAT") in a ceratin Lease
AGREEMENT dated April 10, 1987 (hereinafter the "Lease"), for premises located
at 224-S Pegasus Avenue North, Northvale, New Jersey; and
WHEREAS, Landlord and Tenant desire to enter into an agreement regarding the
Lease; and
WHEREAS, The Cresskill Industrial Park III conveyed title to the subject
premises to M. Vincent Costa and Victoria M. Costa.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:
1. Paragraph 1(l.) is amended as follows:
Tenant Notice Address
ADM Tronics
224-S Pegasus Avenue
Northvale, New Jersey 07647
Landlord Notice Address
M. Vincent Costa & Victoria M. Costa
701 Palisade Avenue
Englewood Cliffs, New Jersey 07632
2. The parties acknowledge and agree that the Lease was to terminate on June
June 30, 1993.
3. The parties hereto acknowledge the the Lease was extended for a five (5)
year period which commenced July 1, 1993 and terminated on June 30, 1998.
4. The parties hereby agreed to extend the Lease until June 30, 2008.
5. The annual basic rent shall be the sum of $81,354 per year payable in
monthly installments of $6,779.50 which commenced on July 1, 1998 and shall
be paid until June 30, 2003. All of the remaining terms of the Lease shall
remain as set forth in the Lease Agreement, except as modified herein. 224
Pegasus Avenue Associates represents and warrants it is the owner of the
leased premises and now the Landlord.
6. Commencing July 1, 2003, the rent shall be increased to $85,228.00 per year
payable in monthly installments of $7,102.33 until June 30, 2008.
7. Paragraph 8 shall be amended to include the following:
Any added assessments and/or taxes or fees imposed against the
premises due to construction or modification by any other tenant
of the building shall be excluded from the portion of expenses
payable by ADM.
8. Paragraphs 9, 10 and 11 shall be deleted.
9. Paragraph 31 shall be deleted.
10. Paragraph 50.1, 50.2, 50.3, 50.4 and 50.5 and paragraph 9 and 10 of the
Extension Agreement dated August 26, 1993 are deleted.
11. In the event the remaining portion of the subject premises is leased to
any tenenat other than the existing tenant, Daburn, Landlord shall notify
the Tenant of said change in tenancy.
12. It is expressly understood and agreed that in the event Landlord, or any
of its successors or assigns shall, receive a bona fide offer to purchase
the premises, or any part thereof, or any interest therein, then and in that
event, Landlord shall notify Tenant, in writing, by certified mail, return
receipt requested, of the full terms and conditions of any such offer of
purchase, including but not limited to, the purchase price, deposit, time
for closing and the name of the offeror and purchaser. Tenant shall then
have twenty-one (21) days within which to elect to purchase the Premises
according to the same terms and conditions, including but not limited to,
purchase price, as shall have been offered to Landlord, as hereinabove set
forth. If Tenant shall elect to purchase the Premises, as herein permitted,
it shall notify Landlord with the aforesaid twenty-one (21) days, in
writing, by certified mail, return receipt requested, and shall
simultaneously with said election notice, deposit with Landlord a binder
check in the amount of ten (10%) percent of the purchase price to be
credited against the deposit provided for in the contract of sale and,
promptly, within fourteen (14) days, sjhall enter into such formal contract
of sale according to the same terms and conditions as contained in
Landlord's notice to Tenant as set forth above, except that the contract
shall provide for a closing sixty (60) days after the execution of the
contract and for delivery of a bargain and sale deed, free and clear of all
liens and encumbrances, except restrictions and easements, if any, presently
of record as set forth in Exhibit A-1. The right of first refusal provided
for in this section shall continue during the entire term of this Lease so
long as Tenant, its scuccessors or assigns, shall be in possession of the
premises under the terms of the Lease and, regardless of whether or not
Tenant, its successors or assigns, have refused to exercise its right to
purchase the premises under prior offer made in accordance with its right
of first refusal contained herein. The Landlord covenants to protect and
defend Tenant and the property against foreclosure or loss by reason of
encumbrances by or through the Landlord.
13. All reference to the parties to the within Lease and all covenants, terms,
conditions and agreements to the Lease shall be deemded and construed to
apply to and be binding upon them and their respective successors, heirs
and assigns as if they were in each case fully named and stated. All
covenants, conditions, terms and agreements of the within Lease are
intended as and shall be deemed and construed to be covenants running
with the land.
14. The parties hereto acknowledge and agree that in the event the Tenant
expresses a desire to purchase the subject premises in accordance with
the terms hereof, Landlord shall, upon request be Tenant, forward copies
of all leases in effect, operating statements and all other reasonable
documentation requested by Tenant so Tenant may make a determination as to
whether or not to exercise the option to purchase or right of first refusal.
15. The parties agree that a memorandum of lease may be recorded and both
parties agree to execute the same if presnted with a memorandum in
recordable form from the other party hereto.
16. Paragraph 44 is amended to provide as follows: Landlord shall use its
best efforts to obtain from its existing mortgagees and any future
mortgagees a nondisturbance agreement which includes a recognition of
Tenant's option and right of first refusal.
17. Landlord and Tenant hereby acknowledge and reaffirm that the terms and
conditions of the Lease shall remain in full force and effect during the
option period except as set forth herein.
IN WITNESS WHEREOF, the parties hereto affix their hands and seals the date
heretofore writtn.
/s/ M. Vincent Costa
/s/ Victoria M. Costa
/s/ Andre' Di Mino
Executive Vice President
ADM Tronics, Tenant
EXHIBIT 21.1
Subsidiaries of the Company
Subsidiary Name State of Incorporation
Sonotron Medical Systems, Inc. DE
Vet-Sonotron Systems, Inc. DE
AA Northvale Medical Associates, Inc. NJ
Pegasus Laboratories, Inc. DE
Precision Assembly Corporation NJ
EnviroPack Development Corporation NJ
ADM Medical Ventures, Inc. NV
Arthritic Relief Centers, Inc. NV
Immuno-Therapy Corporation NJ (A wholly owned subsidiary of
Precision Assembly Corporation)
EXHIBIT 23.1 Consent of Kaufman, Rossin & Co.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 filed on June 26, 1998 (No. 333-57823, July 9, 1998 (No.
333-58821, August 24, 1998 (No. 333-62165) and October 23, 1998 (No. 333-66023)
and on Form S-3, as amended on February 12, 1999 (No. 333-65709), by ADM Tronics
Unlimited, Inc. of our report dated June 9, 2000 which appears in its annual
report on Form 10-KSB for the fiscal year ended March 31, 2000.
/s/ Kaufman, Rossin & Co.
KAUFMAN, ROSSIN & CO.
Miami, Florida
July 12, 2000
EXHIBIT 27 Financial Data Schedule
