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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
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 Number 0-19975
BIOCIRCUITS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-3088884
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1324 CHESAPEAKE TERRACE
SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices)
(415) 752-8700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ___
The number of outstanding shares of the Registrant's Common Stock, $0.001 par
value, was 5,445,191 as of July 31, 1996.
EXHIBIT INDEX AT PAGE 4
PAGE 1 OF 6
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BIOCIRCUITS CORPORATION
INDEX
PAGE
PART II: OTHER INFORMATION
Signatures.....................................................................3
Exhibit Index..................................................................4
Exhibit........................................................................5
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BIOCIRCUITS CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned, thereunto duly authorized.
BIOCIRCUITS CORPORATION
Date: November 15, 1996 /S/ DONALD HAWTHORNE
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Donald Hawthorne
Vice President, Chief Financial Officer,
Secretary
Duly Authorized Officer and Principal
Financial and Accounting Officer
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BIOCIRCUITS CORPORATION
EXHIBIT INDEX
PAGE
EXHIBIT 10.39 Confidential letter of understanding dated 5
April 18, 1996 between the Registrant and KMC
Systems, Inc. previously filed with the
Company's Form 10-Q for the quarterly period
ended June 30, 1996. (1)
(1) Confidential treatment has been requested for portions of this Exhibit.
Brackets indicate portions of the text that have been omitted. A separate
filing of such omitted text has been made with the Commission pursuant to
rule 24b-2 of the Securities Exchange Act of 1934 as amended.
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Certain confidential material contained in this document, marked by
brackets and denoted by an asterisk, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Act of 1934.
EXHIBIT 10.39
CONFIDENTIAL LETTER OF UNDERSTANDING
April 18, 1996
To: Pat McNallen
From: John Kaiser
cc: Don Hawthorne
The following summarizes the terms we discussed today for the manufacture of the
IOS System (Sunrise). These terms have been agreed to today by the Biocircuits
Board of Directors and it is my understanding that they are agreeable with KMC
Systems (Kollsman) as well. The effective date of the warrant agreement and the
amendment to the contract will be April 18. 1996.
1. Kollsman will manufacture all of the Biocircuits US requirements for the
years 1996 and 1997.
2. The transfer price for all units produced during the period will be [ * ]
per unit.
3. Biocircuits will issue to Kollsman a warrant for 250,000 shares of common
stock. The exercise price of the warrant will be $7.00 per share. The
warrants will expire on December 31, 1997 and will include a net exercise
provision.
4. If the average closing price of the common stock for the ten trading days
of December 2, 1997 through December 13, 1997, as reported by the WALL
STREET JOURNAL, is $14.00 per share or greater all obligations of
Biocircuits with respect to the warrants will have been met.
5. If the average closing price of the common stock for the ten trading days
of December 2, 1997 through December 13, 1997, as reported by the WALL
STREET JOURNAL, is less than $14.00 per share but greater than $10.00 per
share, the expiration date of the warrant will be extended to December 31,
1998.
6. If the average closing price of the common stock for the ten trading days
of December 2, 1997 through December 13, 1997, as reported by the WALL
STREET JOURNAL, is less than $10.00 per share, the expiration date of the
warrant will be extended to December 31, 1998. In addition, Biocircuits
will issue on January 1, 1998 a warrant for 50,000 shares of common stock
with an exercise price equal to the then market price and an expiration
date of December 31, 1998. For the purpose of the additional 50,000 shares
the market price is defined as the average closing price for the ten
trading days prior to January 1, 1998.
7. Kollsman will purchase all necessary raw materials and Biocircuits agrees
to provide some form of security to be triggered by an as of yet to be
determined cash balance.
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8. Effective January 1, 1998, Biocircuits will have the right to manufacture
or engage a third party to manufacture all or part of the Biocircuits
requirements.
9. Biocircuits agrees to use best efforts to reduce the total ATP time to less
than the planned [ * ]. To the extent that the time can be
reduced, all cost benefit will accrue to Biocircuits in the form of a
reduced transfer price.
10. Biocircuits agrees to pay the following NRE invoices submitted by Kollsman
for cost incurred through March 8, 1996 within 5 business days of the
execution of this agreement. Invoice numbers 6KA553, 6KA282, 6KA552,
6KA576 comprising [ * ].
I believe that this covers the substance of the verbal agreement reached during
our telephone conversations and signature will signify that both parties intend
to enter into a final agreement via a contract amendment. We will start
immediately to draft the appropriate amendment, and as stated above the
effective date of both the warrant agreement and the contract amendment will be
April 18, 1996.
Please sign this document, retain a copy for your files and return a copy to me.
A signed original copy will be sent by mail immediately. Please then sign and
return a copy of the original.
Signed: /s/ Patrick W. McNallen
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Patrick W. McNallen
Vice President/General Manager
KMC Systems
Signed: /s/ John Kaiser
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John Kaiser
President and CEO
Biocircuits Corporation
