SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
|X| Annual Report Pursuant to Section 13 or 15(D) of the Securities
Exchange Act of 1934
For the Fiscal Year ended December 31, 1998
|_| Transition Report Pursuant to Section 13 or 15(D) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File Number 0-26284
Milestone Scientific Inc.
--------------------------
(Name of Small Business Issuer in its Charter)
Delaware 13-3545623
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
220 South Orange Avenue, Livingston Corporate Park, Livingston, NJ 07039
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(Address of Principal Executive Office) (Zip Code)
Issuer's telephone number (973) 535-2717
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, par value $.001 per share American Stock Exchange
Securities Registered under Section 12(g) of the Exchange Act:
None
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy of
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|
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For the year ended December 31, 1998, the revenues of the registrant were
$8,681,614.
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant, based on the closing price on the American
Stock Exchange on March 26, 1999 of $2.125 was approximately
$14,134,767.00.
As of March 26, 1999, the registrant has a total of 8,717,882 shares of
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act
The current executive officers and directors of the Company and their
respective ages as of December 31, 1998 are as follows:
Director
Name Age Position Since
- --------------------------- --- ---------------------------------- --------
Leonard A. Osser........... 51 Chairman.and Chief Executive 1991
Officer of the Company and
President and Chief Executive
Officer of Spintech, a subsidiary
Daniel R. Martin........... 60 President, Chief Operating 1998
Officer and Director of the
Company(1)
Thomas M. Stuckey.......... 44 Chief Financial Officer and Vice
President of the Company and
Chief Financial Officer of
Spintech, a subsidiary
David Sultanik(2) (3) ..... 41 Director of the Company 1996
Stephen A. Zelnick(2) ..... 60 Director of the Company 1996
Paul Gregory............... 63 Director of the Company 1997
Louis I. Margolis(2) (3) .. 55 Director of the Company 1997
Leonard M. Schiller(3) .... 57 Director of the Company 1997
Larry Haimovitch .......... 52 Director of the Company 1997
- ------------
(1) Currently on temporary leave for physical health reasons
(2) Member of the Compensation Committee
(3) Member of the Audit Committee
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Leonard A. Osser has been Chief Executive Officer and a director of the
Company since July 1991, and the President and Chief Executive Officer of
Spintech, a subsidiary of the Company, since November, 1995. From July 1991
until July 1997, he also served as President and Chief Financial Officer of the
Company. From 1980 until the consummation of the Company's public offering in
November 1995, he had been primarily engaged as the principal owner and Chief
Executive of U.S. Asian Consulting Group, Inc., a New Jersey based provider of
consulting services in "work-out" and "turnaround" situations for publicly and
privately owned companies in financial difficulty.
Daniel R. Martin has been President, Chief Operating Officer and a
director of the Company since March 1998. From January 1990 to October 31, 1997,
Mr. Martin was the President, Chief Operating Officer and director, and later
Chief Executive Officer of E-Z-EM, Inc., a manufacturer of medical devices and
pharmaceuticals for diagnostic imaging.
Thomas M. Stuckey has been the Chief Financial Officer and Vice President
of the Company and the Chief Financial Officer of Spintech, a subsidiary of the
Company, since May 1998. Prior to joining the Company, Mr. Stuckey had been the
Corporate Controller of PureTec, a plastic products manufacturer, where he had
spent 13 years.
David Sultanik has been a director of the Company since January 1996. He
has been the managing/administrative partner of the Certified Public Accounting
firm Sultanik and Krumholz, LLC since June 1994. For more than five years prior
to that he was a principal at the accounting firm Perelson, Johnson & Rones,
P.C.
Stephen A. Zelnick has been a director of the Company since January 1996.
He has been a partner in the law firm Morse, Zelnick, Rose & Lander, LLP since
its inception in August 1995. For more than five years prior to that he was of
counsel to the law firm Dreyer and Traub, LLP.
Paul Gregory has been a director of the Company since April 1997. Mr.
Gregory has been a business and insurance consultant at Innovative Programs
Associates Inc. and Paul Gregory Associates Inc. since January 1995 and January
1986, respectively, where he services, among other entities, foreign and
domestic insurance groups, law and accounting firms and international
corporations.
Louis I. Margolis has been a director of the Company since April 1997. Mr.
Margolis has been a General Partner of Pine Street Associates, L.P., a private
investment partnership that invests in other private limited partnerships, since
January 1994. Since June 1998, Mr. Margolis has been a general partner of Select
Ventures Management, LP, a special purpose limited partnership that invests in
an early stage venture capital partnership. Since April 1998, Mr. Margolis has
been a registered representative with GRO Corporation, a member firm of the
NASD. In January 1997, Mr. Margolis formed and is the President and sole
shareholder of Chapel Hill Capital Corp., a financial services company. From
1993 through 1995 he was Chairman of Classic Capital Inc., a registered
investment advisor. Mr. Margolis has been a member of the Financial Products
Advisory Committee of the Commodity Futures Trading Commission since its
formation in 1986, a Trustee of the Futures Industry Institute since 1991 and a
Trustee of Saint Barnabas Hospital in Livingston, NJ since 1994. Mr. Margolis is
also a director of Hometown Auto Retailers, Inc., an automotive retailer
conducting business in the northeastern United States.
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Leonard M. Schiller has been a director of the Company since April 1997.
Mr. Schiller has been a partner in the law firm of Schiller, Klein & McElroy,
P.C. since 1977 and has practiced law in the State of Illinois for over 25
years. He is also President of The Dearborn Group, a residential property
management and real estate acquisition company. Mr. Schiller is a member of the
Board of Directors of AccuMed International, Inc., a laboratory diagnostic
company. He is also a member of the Board of Directors of iMall, Inc., a leading
provider of fully-integrated "one-stop" e-commerce solutions.
Larry Haimovitch has been a director of the Company since October 1997.
Mr. Haimovitch has been the President of Haimovitch Medical Technology
Consultants, a San Francisco-based health care consulting firm, since he formed
the firm in 1990. His firm, whose current area of emphasis includes
minimally-invasive surgical technologies, specializes in the analysis of the
medical device industry with emphasis on the current trends and future outlook
for emerging medical technology. Mr. Haimovitch also serves as a director of
Cardiac Control Systems Inc., a company engaged in the design, development,
manufacture and marketing of implantable cardiac pacemaker systems.
All directors hold office until the next annual meeting of stockholders
and until their successors are duly elected and qualified. Officers are elected
to serve, subject to the discretion of the Board of Directors, until their
successors are appointed.
The Company's Board of Directors has established compensation and audit
committees. The Compensation Committees reviews and recommends to the Board of
Directors the compensation and benefits of all the officers of the Company,
reviews general policy matters relating to compensation and benefits of
employees of the Company, and administers the issuance of stock options to the
Company's officers, employees, directors and consultants. The Company has agreed
with the placement agent in a March 1997 private placement that until March 13,
2000, all compensation arrangements between the Company and its directors,
officers and affiliates shall be reviewed by a compensation committee, the
majority of which is made up of independent directors. The Audit Committee meets
with management and the Company's independent auditors to determine the adequacy
of internal controls and other financial reporting matters.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten percent (10%)
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
To the best of the Company's knowledge, based solely on review of the
copies of such forms furnished to the Company, or written representations that
no other forms were required, the Company believes that all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
(10%) shareholders were complied with during 1998, with the exception of the
following individuals with late Form 4 filings reporting changes in beneficial
ownership: Paul Gregory, Leonard A. Osser, Leonard M. Schiller, Daniel R. Martin
and Larry Haimovitch.
5
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Item 10. Executive Compensation.
The following Summary Compensation Table sets forth all compensation
earned, in all capacities, during the fiscal years ended December 31, 1998, 1997
and 1996 by (i) the Company's Chief Executive Officer and (ii) the most highly
compensated executive officers, other than the CEO, who were serving as
executive officers at the end of the 1998 fiscal year and whose salary as
determined by Regulation S-B, Item 402, exceeded $100,000 (the individuals
falling within categories (i) and (ii) are collectively referred to as the
"Named Executives").
Summary Compensation Table
Long-Term Compensation
--------------------------------
Annual
Compensation Awards Payouts
---------------- ------------------ ------------
Name and Common Stock All Other
Principal Salary Underlying Options Compensation
Position Year ($) (#) ($)
- ---------------- ------ ---------------- ------------------ ------------
Leonard A. Osser 1998 280,395 (1) 50,000
Chief Executive 1997 267,768 (2) 150,000
Officer and 1996 265,719 (3)
Chairman
Daniel R. Martin(4) 1998 139,221 75,000
- --------------
(1) Effective 7/7/98 Mr. Osser took a voluntary reduction in his 1998 annual
base salary of $350,000. Includes $73,136 earned as President and Chief
Executive Officer of Spintech. Does not include $11,559 paid by the
Company to Marilyn Elson, a certified public accountant who was employed
by the Company to render accounting services. Ms. Elson is the wife of Mr.
Osser.
(2) Does not include $41,538 paid by the Company to Marilyn Elson, C.P.A., who
was employed by the Company to render accounting services prior to the
hiring by the Company of a Chief Financial Officer. Ms. Elson is the wife
of Mr. Osser.
(3) Includes $170,000 earned as President, Chief Executive Officer and Chief
Financial Officer of Milestone and $95,719 earned as President and Chief
Executive Officer of Spintech. Does not include $56,514 paid by the
Company to Marilyn Elson, C.P.A., who was employed by the Company to
render accounting services.
(4) Currently on temporary leave due to physical health reasons.
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Stock Options
The following tables show certain information with respect to incentive
and non-qualified stock options granted in 1998 to Named Executives under the
Company's 1997 Stock Option Plan and the aggregate value at December 31, 1998 of
such options. The per share exercise price of all options is equal to the fair
market value of a share of Common Stock on the date of grant. No options granted
to Named Executives have been exercised.
Option Grants in 1998
- --------------------------------------------------------------------------------
Individual Grants of Options
- --------------------------------------------------------------------------------
Number of Percent
Shares of of Total
Common Options
Stock Granted to Exercise
Underlying Employees Price Expiration
Name Option # in 1998 ($/Sh) Date
- -------------------- ------------ ---------- ---------- -------------
Leonard A. Osser 50,000(1) 21.27% $16.00 7/31/02
Daniel R. Martin 75,000(2) 31.91% $23.00 2/25/03
Thomas M. Stuckey 25,000(3) 10.64% $16.50 5/4/03
- -----------
(1) Options vest 7/2/02
(2) Options vest in three equal installments beginning 2/25/99
(3) Options vest in three equal installments beginning 5/4/99
Aggregated 1998 Year End Options Values
- --------------------------------------------------------------------------------
Number of Shares of
Common Stock
Underlying Value of Unexercised
Unexercised Options In-The-Money Options
at 12/31/98 At 12/31/98 (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------- ------------------------- -------------------------
Leonard A. Osser 50,000 // 150,000 0
Daniel R. Martin 0 // 75,000 0
Thomas M. Stuckey 0 // 25,000 0
- -----------
(1) Based on the closing price on April 27, 1999 of $1.4375 as quoted on the
American Stock Exchange.
Employment Contracts
As of January 1, 1998 the Company entered into an Employment Agreement
with Mr. Osser which provides for an initial term expiring on December 31, 2002,
with a two-year non-competition period at the end of the term. The term is
automatically increased for successive one-year periods unless prior to December
1 of any year either party notifies the other of its election not to extend the
term. Under the Agreement Mr. Osser serves as Chief Executive Officer and is
required to work on a full-time basis. Under the Employment Agreement Mr. Osser
receives annual base pay of $350,000, increasing to reflect cost of living
adjustments
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commencing on January 1, 2001. In addition, during January 1998 and each of the
next four Januarys the Company shall grant Mr. Osser an option to purchase
50,000 shares of Common Stock exercisable only during the last 30 days of the
option term unless the Company achieves certain financial goals to be specified
annually by the Compensation Committee. Additionally, as soon as financial
statements for each year commencing with 1998 are completed, the Company shall
grant the executive an additional option to purchase up to 50,000 shares
depending upon the achievement of specified performance goals. Further, Mr.
Osser shall receive the opportunity to earn cash bonuses of up to $200,000 per
year depending upon the achievement of performance targets to be specified by
the Option Committee.
On July 7, 1998, at his sole discretion, Mr. Osser implemented a voluntary
reduction of his annual base salary, reducing his annual base pay from $350,000
to $188,462. The voluntary reduction has been described by Mr. Osser as being
both temporary and having no effect upon his rights under his employment
agreement with the Company. Such reduction remains in effect on the date hereof.
The self imposed current limits of Mr. Osser's base pay is below the level
suggested by an independent compensation committee retained in December 1997.
Compensation of Directors
Non-employee directors are granted, upon becoming a director, five-year options
to purchase 20,000 shares of Common Stock at an exercise price equal to the fair
market value of a share of Common Stock on the date of grant. They receive no
cash compensation.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table, together with the accompanying footnotes, sets forth
information, as of March 26, 1999, regarding stock ownership of all persons
known by the Company to own beneficially more than 5% of the Company's
outstanding Common Stock, certain executive officers, all directors, and all
directors and officers of the Company as a group:
Shares of
Common Stock
Beneficially Percentage of
Name of Beneficial Owner (1) Owned (2) Ownership
- --------------------------------- -------------- -------------
Executive Officers and Directors
Leonard Osser............................... 1,963,300 (3) 22.39%
Daniel R. Martin............................ 27,100 (4) *
Thomas M. Stuckey .......................... 16,223 (5) *
Paul Gregory................................ 20,150 (6) *
Larry Haimovitch............................ 20,156 (7) *
Louis I. Margolis........................... 84,000 (8) *
Leonard M. Schiller......................... 65,594 (9) *
David Sultanik.............................. 20,000 (10) *
Stephen A. Zelnick.......................... 232,556 (11) 2.62%
All Directors and Officers as a group ...... 2,449,079 (12) 26.91%
- -----------
* Less than 1%
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Shares of
Common Stock
Beneficially Percentage of
Owned (2) Ownership
5% and Greater Stockholders
Cumberland Associates, LLC
1114 Avenue of the Americas
New York, New York 10036 ................ 596,400(13) 6.84%
Gintel Asset Management, Inc.
6 Greenwich Office Park
Greenwich, CT 06831.................. 1,374,700(14) 15.76%
Little Wing, L.P.
c/o Quilcap Corp.
375 Park Avenue, Suite 1404
New York, NY 10152................... 533,046(15) 6.11%
(1) The addresses of the persons named in this table are as follows: Leonard
A. Osser, 220 South Orange Avenue, Livingston Corporate Park, Livingston,
NJ 07039; Daniel R. Martin, 220 South Orange Avenue, Livingston Corporate
Park, Livingston, NJ 07039; Thomas M. Stuckey, 220 South Orange Avenue,
Livingston Corporate Park, Livingston, NJ 07039; David Sultanik, Sultanik
and Krumholz, LLC, 154 South Livingston Avenue, Livingston, New Jersey
07039; Stephen A. Zelnick, Morse, Zelnick, Rose & Lander, LLP, 450 Park
Avenue, New York, New York 10022; Paul Gregory, Innovative Programs
Associates Inc., 300 Mercer Street, New York, New York 10003; Louis I.
Margolis, Pine Street Associates, L.P., 88 Pine Street, Suite 3100, New
York, New York 10005; Leonard M. Schiller, Schiller, Klein & McElroy,
P.C., 33 North Dearborn Street, Suite 1030, Chicago, Illinois 60602; Larry
Haimovitch, Haimovitch Medical Technology Consultants, Four Maritime
Plaza, San Francisco, CA 94111-3416.
(2) A person is deemed to be a beneficial owner of securities that can be
acquired by such person within 60 days from the filing of this report upon
the exercise of options and warrants or conversion of convertible
securities. Each beneficial owner's percentage ownership is determined by
assuming that options, warrants and convertible securities that are held
by such person (but not held by any other person) and that are exercisable
or convertible within 60 days from the filing of this report have been
exercise or converted. Except as otherwise indicated, and subject to
applicable community property and similar laws, each of the persons named
has sole voting and investment power with respect to the shares shown as
beneficially owned. All percentages are determined based on 8,717,882
shares outstanding on March 26, 1999.
(3) Includes 35,500 shares subject to stock options, exercisable within 60
days of the date hereof at 7.00 per share, and 14,500 shares subject to
stock options, exercisable within 60 days of the date hereof at 7.56 per
share.
(4) Includes 25,000 shares subject to stock options exercisable within 60 days
of the date hereof at $23.00 per share.
(5) Includes 7,000 shares subject to stock options, exercisable within 60 days
of the date hereof at $3.00 per share and 8,333 shares subject to stock
options, exercisable within 60 days of the date hereof at $16.50 per
share. Mr. Stuckey disclaims beneficial ownership to (i) 2,700
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shares which are held by his wife as custodian for their children, and
(ii) 400 shares which are owned by his wife in her IRA.
(6) Includes 150 shares held by Mr. Gregory's wife and 17,000 shares subject
to stock options, exercisable within 60 days of the date hereof at $5.125
per share.
(7) Includes 15,000 shares subject to stock options, exercisable within 60
days of the date hereof at $6.875 per share.
(8) Includes 20,000 shares subject to stock options, exercisable within 60
days of the date hereof at $5.125 per share and 32,000 shares subject to
stock purchase warrants, exercisable within 60 days of the date hereof at
$9.00 per share.
(9) Includes 45,000 shares subject to stock options, exercisable within 60
days of the date hereof at $5.125 per share and 5,297 shares subject to
stock purchase warrants, exercisable within 60 days of the date hereof at
$4.72 per share.
(10) Includes 15,000 shares subject to stock options, exercisable within 60
days of the date hereof at $5.375 per share.
(11) Includes (i) an aggregate of 36,666 shares issuable upon exercise of stock
options within 60 days of the date hereof, 16,666 of which are exercisable
at $5.125 per share and 20,000 of which are exercisable at $5.375 per
share, (ii) 55,000 shares held in the name of Cowen & Co. as Custodian for
the Stephen A. Zelnick Profit Sharing Trust ("Cowen & Co."), (iii) 50,000
shares subject to warrants, exercisable within 60 days of the date hereof
at $9.00 per share held in the name of Cowen & Co. (iv) 6,000 shares
subject to warrants, exercisable within 60 days of the date hereof at
$9.00 per share, (v) 55,556 shares issuable upon exercise of immediately
exercisable warrants to purchase at $6.00 units comprised of 27,778 shares
and warrants to purchase an additional 27,778 shares at $9.00 per share.
(12) Includes 233,999 shares subject to stock options and 148,853 shares
subject to warrants all of which are exercisable within sixty (60) days of
the date hereof.
(13) Based solely upon an amendment to Schedule 13G filed by Cumberland
Associates LLC with the Securities and Exchange Commission on 2/12/99.
(14) Based solely upon an amendment to Schedule 13G filed by Gintel Asset
Management Inc. with the Securities and Exchange Commission on 2/12/99.
(15) Based solely upon Schedule 13D filed by Little Wing Partners LP with the
Securities and Exchange Commission on 9/19/97.
Item 12. Certain Relationships and Related Transactions
From April 1995 until February 28, 1997, Spintech leased its corporate and
administrative offices from LenRon Realty, Inc. ("LenRon"), pursuant to a lease
expiring March 31, 2000. The premises consisted of 1,500 sq. ft. on the first
and second floors of a two-story frame building. According to the terms of the
lease, annual rentals were to increase from $12,600 in the first year to $28,000
in the year 2000 and Spintech was to pay increases in real estate taxes and
certain maintenance costs. Spintech leased additional warehouse and
manufacturing space from LenRon on a month-to-month basis at $1,000 per month.
Leonard Osser founded, is the President and since December 1996 the sole owner
of LenRon. On February 28, 1997, LenRon released Spintech from its continuing
obligations under the lease in anticipation of Spintech's relocation to the
Company's corporate headquarters in New Jersey.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly authorized and caused the undersigned to sign this Report on
the Registrant's behalf.
Milestone Scientific Inc.
By: /s/ Leonard A. Osser
---------------------------------------
Leonard A. Osser,
Chairman and Chief Executive Officer
Dated: April 30, 1999
