<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 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 0-24128
Bio-Plexus, Inc.
(Exact name of Registrant as specified in its Charter)
Connecticut 06-1211921
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
384 Q Merrow Road, Tolland Connecticut 06084
(Address of principal executive offices including zip code)
(203) 871-8601
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class of Common Stock Shares Outstanding as of October 31, 1996
--------------------- -----------------------------------------
<S> <C>
Class A Common Stock, no par value 20,000
Common Stock, no par value 6,924,105
</TABLE>
<PAGE> 2
BIO-PLEXUS, INC.
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet at September 30, 1996 and
December 31, 1995 1
Condensed Statement of Operations for the three months
ended September 30, 1996 and 1995 2
Condensed Statement of Operations for the nine months
ended September 30, 1996 and 1995 and for the period from
inception (September 2, 1987) through September 30, 1996 3
Condensed Statement of Cash Flows for the nine months
ended September 30, 1996 and 1995 and for the period
from inception (September 2, 1987) through
September 30, 1996 4
Notes to Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
Exhibit 3.1 Certificate of Incorporation of the Company as amended
<PAGE> 3
BIO-PLEXUS, INC.
(a development stage company)
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,045,000 $ 11,842,000
Accounts receivable 251,000 138,000
Inventories
Raw materials 1,180,000 1,408,000
Work-in-process 151,000 150,000
Finished goods 416,000 1,071,000
------------ ------------
1,747,000 2,629,000
------------ ------------
Other current assets 224,000 228,000
------------ ------------
Total current assets 7,267,000 14,837,000
------------ ------------
Fixed assets, net 9,238,000 8,262,000
Deferred debt financing expenses 184,000 260,000
Patents, net of amortization 56,000 30,000
Other assets 350,000
------------ ------------
$ 17,095,000 $ 23,389,000
============ ============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt $ 2,216,000 $ 1,663,000
Accounts payable and accrued expenses 1,366,000 685,000
Accrued interest payable 120,000 29,000
Accrued employee costs 466,000 443,000
------------ ------------
Total current liabilities 4,168,000 2,820,000
------------ ------------
CII debt, net 125,000 116,000
Other long-term debt, net 9,664,000 8,983,000
Accrued financing expense - CII debt 550,000 550,000
Redeemable Class A common stock 20,000 20,000
Redeemable common stock warrants 149,000 149,000
Shareholders' equity
Common stock, no par value, 10,000,000 authorized,
6,923,605 and 6,568,938 shares issued and
outstanding 46,021,000 45,481,000
Deficit accumulated during the development stage (43,602,000) (34,730,000)
------------ ------------
Total shareholders' equity 2,419,000 10,751,000
------------ ------------
$ 17,095,000 $ 23,389,000
============ ============
</TABLE>
See notes to condensed financial statements.
-1-
<PAGE> 4
BIO-PLEXUS, INC
(a development stage company)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1996 1995
<S> <C> <C>
Revenue $ 610,000 $ 193,000
----------- -----------
Costs and expenses:
Research and development 383,000 392,000
Other operating and engineering costs 1,096,000 1,071,000
Marketing, general and administrative 1,958,000 1,491,000
----------- -----------
Total operating costs and expenses 3,437,000 2,954,000
----------- -----------
Financing expenses:
CII debt:
Interest expense 6,000 3,000
Amortization of deferred debt financing 20,000 52,000
Other interest expense 434,000 579,000
Less: interest income (82,000) (43,000)
----------- -----------
Total financing expenses 378,000 591,000
----------- -----------
Net loss before extraordinary items $(3,205,000) (3,352,000)
=========== -----------
Extraordinary item:
Loss on early extinguishment of debt, net
of income taxes of nil 979,000
-----------
Net loss after extraordinary item $(4,331,000)
===========
Net loss per common share before
extraordinary item (Note 2) $ (0.67)
===========
Net loss per common share after
extraordinary item (Note 2) $ (0.46) $ (0.87)
=========== ===========
Weighted average common shares
outstanding (Note 2) 6,914,170 4,998,196
=========== ===========
</TABLE>
See notes to condensed financial statements.
-2-
<PAGE> 5
BIO-PLEXUS, INC
(a development stage company)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
FROM INCEPTION
(SEPTEMBER 2,
1987) THROUGH
NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996
<S> <C> <C> <C>
Revenue $ 1,793,000 $ 518,000 $ 3,001,000
------------ ------------ ------------
Costs and expenses:
Research and development 1,167,000 1,301,000 8,017,000
Other operating and engineering costs 3,097,000 3,820,000 13,947,000
Marketing, general and administrative 5,382,000 4,434,000 18,658,000
------------ ------------ ------------
Total operating costs and expenses 9,646,000 9,555,000 40,622,000
------------ ------------ ------------
Financing expenses:
CII debt:
Interest expense 19,000 14,000 460,000
Amortization of deferred debt financing 76,000 107,000 439,000
Accretion of repurchase premium 796,000
Loss on settlement of accrued interest 53,000
Other interest expense 1,250,000 1,187,000 4,220,000
Less: interest income (326,000) (159,000) (966,000)
------------ ------------ ------------
Total financing expenses 1,019,000 1,149,000 5,002,000
------------ ------------ ------------
Net loss before extraordinary item $ (8,872,000) $(10,186,000) $(42,623,000)
============ ------------ ------------
Extraordinary item:
Loss on extinguishment of debt, net
of income taxes of nil 979,000 979,000
------------ ------------
Net loss after extraordinary item $(11,165,000) $(43,602,000)
============ ============
Net loss per common share before
extraordinary item (Note 2) $ (2.11)
============
Net loss per common share after
extraordinary item (Note 2) $ (1.31) $ (2.32)
============ ============
Weighted average common shares
outstanding (Note 2) 6,767,261 4,817,644
============ ============
</TABLE>
See notes to condensed financial statements.
-3-
<PAGE> 6
BIO-PLEXUS, INC.
(a development stage company)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FROM INCEPTION
(SEPTEMBER 2,
1987) THROUGH
NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (8,872,000) $(11,165,000) $(43,602,000)
Adjustments to reconcile net loss to cash used
by operating activities:
Depreciation and amortization 923,000 703,000 2,830,000
Writedown of equipment to net realizable value 54,000
Loss on early extinguishment of debt 979,000 979,000
Warrants granted 118,000
Accretion of repurchase premium 796,000
Amortization of deferred debt financing
expenses 76,000 107,000 518,000
Amortization of debt discount 342,000 416,000 1,289,000
Settlement of accrued interest with common
stock 158,000
Decrease (increase) in inventories 882,000 (1,943,000) (1,747,000)
Increase(decrease) in accounts payable and
accrued liabilities 681,000 (68,000) 1,366,000
Increase in accrued interest payable 91,000 83,000 120,000
Increase in accrued employee costs 23,000 76,000 466,000
Other (454,000) 372,000 (516,000)
------------ ------------ ------------
Net cash used in operating activities (6,308,000) (10,440,000) (37,171,000)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of fixed assets including
acquisition of land (1,901,000) (2,528,000) (12,300,000)
Purchases of short-term investments (8,295,000)
Proceeds from sales of short-term investments 2,795,000 8,295,000
Cost of patents (29,000) (81,000)
------------ ------------ ------------
Net cash (used in) provided by investing activities (1,930,000) 267,000 (12,381,000)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of convertible preferred stock 3,066,000
Net proceeds from sale of common stock 17,563,000 35,941,000
Proceeds from exercise of common stock warrants 345,000 584,000 929,000
Proceeds from exercise of common stock options 135,000 68,000 226,000
Proceeds from long-term debt 6,364,000 14,222,000
Net decrease in notes payable (450,000)
Proceeds from sale and leaseback 2,180,000 2,109,000 7,589,000
Purchase of common stock warrant (280,000)
Purchase of common stock (17,000) (27,000)
Repayments of long-term debt (1,219,000) (4,713,000) (7,069,000)
Increase in deferred offering costs
------------ ------------ ------------
Net cash (used in) provided by financing activities 1,441,000 21,508,000 54,597,000
------------ ------------ ------------
Net (decrease) increase in cash and cash
equivalents (6,797,000) 11,335,000 5,045,000
Cash and cash equivalents, beginning of
period 11,842,000 4,187,000
------------ ------------ ------------
Cash and cash equivalents, end of period $ 5,045,000 $ 15,522,000 $ 5,045,000
============ ============ ============
Supplemental cash flow disclosures:
Cash payments of interest $ 835,000 $ 787,000 $ 3,282,000
Cash payments of income taxes 15,000 15,000 45,000
Surrender of debt upon warrant exercise 60,000 552,777 996,000
</TABLE>
See notes to condensed financial statements.
-4-
<PAGE> 7
BIO-PLEXUS, INC.
(a development stage company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The interim condensed financial statements included herein are unaudited.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations and cash flows for the periods presented have been
included. The results of operations for the interim period is not necessarily
indicative of the results of operations to be expected for the full year.
Bio-Plexus, Inc. is considered a development stage company as defined in
Statement of Financial Accounting Standards No. 7. These financial statements
should be read in conjunction with the financial statements and the notes
included in the 1995 Annual Report to Shareholders of Bio-Plexus, Inc.
NOTE 2 - LOSS PER SHARE
Net loss per common share is determined based on the weighted average
number of common shares outstanding during the period. In determining weighted
average common shares outstanding, common share equivalents are excluded from
the computation as their effect is anti-dilutive.
NOTE 3 - OTHER SIGNIFICANT CAPITAL TRANSACTIONS
In July, the Company received gross proceeds of $1,197,000 as part of a
$2,000,000 four-year sale-leaseback agreement with a lessor primarily to finance
the purchase of a new generation needle assembly and packaging system. In
consideration of the Lessor's agreement to execute the lease, the Company will
issue 16,851 warrants to purchase common stock at an exercise price of $11.28
per share with an exercise period of five years from their date of issuance.
In August, the Company received proceeds of $982,000 as part of a new
$1,000,000 three-year sale-leaseback agreement with a lessor to finance the
purchase of new equipment purchased within one year of the commencement date of
the lease term. The Company has the option to purchase all but not less than all
of the equipment for $1.00 at the end of the initial lease term.
NOTE 4 - COMMITMENTS
As of September 30, 1996, the Company had capital expenditure purchase
commitments outstanding of approximately $1,127,000, and inventory purchase
commitments outstanding of approximately $241,000.
5
<PAGE> 8
NOTE 5 - SUBSEQUENT EVENTS
In October, the Company received $48,000 as part of a new $150,000
three-year operating lease agreement with a lessor primarily to finance the
purchase of new Computer Aided Design and Manufacturing equipment. The Company
has the option to purchase all but not less than all of the equipment at the end
of the lease term for the then fair market value, not to exceed 10% of the
original equipment cost.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Bio-Plexus is a development stage company with limited sales of its
products, the Punctur-Guard(R) blood collection needle and needle holders. From
its inception in September 1987 through September 30, 1996, the Company recorded
revenues of $3,001,000 and incurred cumulative ongoing losses from operations
totaling $43,602,000. During the same period, the Company's principal focus has
been the design, development, testing and evaluation of the Punctur-Guard(R)
blood collection needle and the design and development of the molds, needle
assembly machines and production processes needed for manufacturing the
Punctur-Guard(R) blood collection needle and holders.
The Company has recently expanded its production capacity with a new
generation needle assembly and packaging system which has been installed in its
Vernon facility and is currently manufacturing product in conjunction with its
other needle assembly machines.
The Company has also continued its research and development efforts on new
products including a needle disposal container, a winged intravenous set and an
I.V. catheter. On June 27, 1996 the Company received its 510(k) approval from
the Food and Drug Administration for its winged intravenous set, and on August
28, 1996, received approval for its needle disposal container. Limited sales of
the winged intravenous set are anticipated to commence during the fourth quarter
of 1996, with limited sales of the needle disposal container expected to follow
during the first quarter of 1997.
On June 3, 1996, the Company entered into an agreement with an Italian
company to market and sell the Company's blood collection needles and holders
throughout Italy. Pursuant to the agreement, the distributor purchased initial
inventory, agreed to make minimum purchases in the future, and agreed to
maintain ample supplies of inventory. The Company agreed to fund certain initial
marketing expenses to assist the distributor in promoting the Company's products
in Italy.
On September 26, 1996, the Company entered into a five-year agreement with
a European distributor to market and sell the Company's products throughout
Europe, specifically in France, Switzerland, Germany, and the United Kingdom.
Pursuant to the agreement, the distributor has agreed to purchase initial
inventory, to make minimum purchases in the future, and to maintain ample
supplies of inventory.
The Company anticipates continued sales growth during the remainder of
1996, but expects ongoing losses from operations to continue until significant
additional increases in monthly sales and further reductions in manufacturing
costs are achieved.
6
<PAGE> 9
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995
Revenues increased to $610,000 for the three months ended September 30,
1996 compared to $193,000 for the same period a year ago. The increase in sales
is primarily the result of the expansion of the Company's marketing staff during
late 1995 which generated new customers, and from the addition of a major new
account in early 1996.
Research and development expenses were $383,000 during the third quarter
of 1996, compared to $392,000 for the three months ended September 30, 1995.
These costs reflect the Company's continuing focus on improving and expanding
production processes and tooling, as well as its ongoing efforts to develop new
products.
Other operating and engineering costs rose slightly from $1,071,000 for
the three months ended September 30, 1995 to $1,096,000 for the third quarter of
1996 primarily as a result of supporting increased sales levels, offset by
reductions in the Company's production workforce which occurred in the third
quarter of 1995.
Marketing, general and administrative expenses were $1,958,000 for the
three months ended September 30, 1996 compared to $1,491,000 for the same period
a year ago. The increase is primarily attributable to the Company's increased
marketing activities and the expansion of its sales force at the end of 1995.
Financing expenses were $378,000 for the third quarter of 1996 compared to
$591,000 for the three months ended September 30, 1995. Financing expenses
include interest expense and amortization of deferred debt financing expenses,
less interest income. The overall decrease in financing expenses for the period
resulted primarily from decreases in other interest expense and amortization
deferred debt financing expenses due to the elimination of notes related to a
bridge loan in the third quarter of last year. During this period, interest
income also increased as compared to last year as a result of higher investment
earnings from the proceeds of the Company's 1995 common stock offering.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1995
Revenue increased to $1,793,000 for the nine months ended September 30,
1996 compared to $518,000 for the same period a year ago. The increase in sales
is primarily the result of the expansion of the Company's marketing staff at
the end of 1995 which generated new customers in 1996, and from the addition of
a major new account in early 1996, as well as the sale of blood collection
needles and holders to an Italian distributor in June 1996.
Research and development expenses were $1,167,000 for the nine months
ended September 30, 1996 compared to $1,301,000 for the nine months ended
September 30 ,1995. The Company's efforts in each of these periods were
primarily focused on improving the design and continuing development of the
production processes for the Punctur-Guard(R) blood collection needle, and,
during the nine months ended September 30, 1996, the focus was expanded to
include the winged intravenous set, needle disposal container and I.V. catheter.
7
<PAGE> 10
Other operating and engineering costs were $3,097,000 for the nine months
ended September 30, 1996 compared to $3,820,000 for the nine months ended
September 30, 1995. The decrease in these costs primarily reflect a reduction in
the Company's production work force which occurred in the third quarter of 1995
partially offset by additional efforts to support increased sales levels during
this period.
Marketing, general and administrative expenses were $5,382,000 for the
nine months ended September 30, 1996, compared to $4,434,000 for the nine months
ended September 30, 1995. These increases resulted primarily from the expansion
of the Company's direct sales force and increased sales and marketing
activities.
Financing expenses were $1,019,000 for the nine months ended September 30,
1996 compared with $1,149,000 for the nine months ended September 30, 1995.
Financing expenses include interest expense, and amortization of deferred debt
financing expenses, less interest income. Other interest expense increased from
$1,187,000 for the nine months ended September 30, 1995 to $1,250,000 for the
same period in 1996 as a result of higher outstanding balances under equipment
financing arrangements and a full period of expense on a term loan with the
Connecticut Development Authority which was originated in March 1995. During
this period, interest income increased by $167,000 as a result of higher
investment earnings from the proceeds of the Company's 1995 common stock
offering.
LIQUIDITY AND CAPITAL RESOURCES
The Company's need for funds has increased from period to period as it has
continued its research and development activities surrounding the
Punctur-Guard(R) blood collection needle and its production processes, continued
its research and development activities for new products, increased its capital
expenditures on molds and production equipment, expanded sales staff and
commenced commercial production of the blood collection needle. To date, the
Company has financed its operations primarily through borrowings and the sale of
equity securities.
Through September 30, 1996, the Company has received net proceeds of
approximately $24,085,000 through borrowings and the sale of debt securities and
$40,162,000 through the sale of equity securities. Of the net equity proceeds,
$17,575,000 was raised in the Company's 1995 common stock offering, $14,191,000
was raised in the Company's initial public offering and the balance of
$8,396,000 was raised through the private placement of equity securities.
As of September 30, 1996 the Company's principal source of liquidity was
cash totaling $5,045,000, and accounts receivable of $251,000.
The Company's primary cash requirement for the remainder of 1996 will be
for working capital to sustain ongoing operations including debt service, and to
continue its research and development efforts to improve and increase
manufacturing capacity and capabilities and reduce manufacturing costs. The
Company also will incur additional capital expenditures for molds and equipment
both for its blood collection needle program as well as further research and
development on its winged intravenous set and I.V. catheter. The Company has
recently expanded its manufacturing capacity through the purchase of additional
production equipment in a sale-leaseback financing arrangement at a cost of
approximately $2,100,000, against which approximately $1,500,000 had been paid
at September 30, 1996.
8
<PAGE> 11
The Company is considering a strategic partnership with another company to
assist with the development and expansion of its product line, in particular,
the I.V. catheter. The overall objective for the remainder of 1996 is to
minimize expenditures on new product research and development, as well as
production capacity for new products until such time as either additional
financing is secured or until a strategic partnership is deemed feasible. The
Company believes that the remaining balance of the net proceeds from its 1995
public offering, which at September 30, 1996 totaled approximately $5,000,000,
together with funds generated from increasing sales of its products and
additional equipment lease financing will be sufficient to meet its ongoing cash
requirements and planned expenditures for the blood collection needle program
through 1996. In addition to considering a strategic partnership, the Company is
reviewing other financing strategies that would allow it to fund operations in
1997, accelerate development of its new products, and to develop the equipment
and production molds needed during the coming year.
Failure to raise needed capital would have an adverse effect on the
Company's operations, development plans and cash flows, as well as its ability
to meet the net tangible asset requirement for continued listing on the Nasdaq
Stock Market. As of September 30, 1996, the Company was not in compliance with
the net tangible assets requirement as set forth in the NASD By-Laws. The
Company is reviewing various alternatives to increase its net tangible assets.
If the Company is unable to meet the Nasdaq requirement for the National Market,
it believes its stock would qualify for listing on the Nasdaq Small
Capitalization Market, but there can be no assurance that this will occur.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
The Company held its 1996 Annual Meeting of Shareholders on July 17, 1996.
Matters that were acted upon included: the election of the Board of Directors;
two amendments to the Company's Certificate of Incorporation; an amendment to
the Company's 1991 Long Term Incentive Plan; and confirmation of the appointment
of Price Waterhouse LLP as independent public accountants for the current fiscal
year.
Five persons were elected as members of the Board of Directors. They
included: Ronald A. Haverl, Martin M. Lilienthal, Richard D. Ribakove, Carl R.
Sahi and Milton Stoller.
The votes cast were as follows:
<TABLE>
<Capion>
Nominee Votes For Votes Withheld
------- --------- --------------
<S> <C> <C>
Ronald A. Haverl 16,108,017 25,025
Martin M. Lilienthal 16,105,074 27,968
Richard D. Ribakove 16,095,882 37,160
Carl R. Sahi 16,109,517 23,525
Milton Stoller 16,101,782 31,260
</TABLE>
9
<PAGE> 12
The shareholders approved an amendment to the Company's Certificate of
Incorporation increasing the number of shares of Common Stock the Company is
authorized to issue from 10,000,000 to 12,000,000. The amendment required the
vote of all shareholders and a vote of the holders of Common Stock voting
separately as a class. The amendment was approved by the following vote of the
holders of Common Stock: for: 5,921,489; against: 148,037; abstain: 63,516; and
by the following vote of all shareholders: for: 15,921,489; against: 148,037;
abstain: 63,516. There were no broker non-votes.
The shareholders also approved a second amendment to the Company's
Certificate of Incorporation. The amendment authorizes the Board of Directors to
establish committees of the Board and delegate all or a portion of the power and
authority of the Board to such committees. The amendment was approved on the
following vote: for: 15,991,063; against: 101,389; abstain: 40,595. There were
no broker non-votes.
The shareholders also approved an amendment of the Company's 1991 Long
Term Incentive Plan. The amendment increases the number of shares of Common
Stock subject to the plan from 750,000 to 1,000,000 shares. The amendment was
approved on the following vote: for: 15,508,128; against: 422,931; abstain:
55,390. There were 146,593 broker non-votes.
Finally, the shareholders confirmed the appointment of Price Waterhouse
LLP as the independent accountants to examine the accounts of the Company for
the current fiscal year and to report on the Company's financial statements for
that period. The confirmation was made by the following vote: for: 16,106,686;
against: 11,752; abstain: 14,604. There were no broker non-votes.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibits
Exhibit 3.1 Certificate of Incorporation of the
Company as amended
Reports on Form 8-K
There were no reports on Form-8K for the
quarter ended September 30, 1996.
10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Bio-Plexus, Inc.
----------------
(Registrant)
November 13, 1996 /s/ RONALD A. HAVERL
--------------------- -------------------------
(Date) Ronald A. Haverl
Chairman of the Board, Chief
Executive Officer, and Treasurer
(Principal Executive, Financing
and Accounting Officer
11
<PAGE> 14
EXHIBIT INDEX
Exhibit 3.1 Certificate of Incorporation of the Company as amended
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE AMENDING AND RESTATING
THE CERTIFICATE OF INCORPORATION
OF
BIO-PLEXUS, INC.
It is hereby certified that:
FIRST: The name of the Corporation is BIO-PLEXUS, INC.
SECOND: The Certificate of Incorporation of BIO-PLEXUS, INC. is restated
and superseded pursuant to Section 33-362(d) of the Connecticut General Statutes
by the following resolution:
RESOLVED, That the Certificate of Incorporation of the Corporation be, and
hereby is, amended and restated to read as follows:
ARTICLE I
NAME
The name of the Corporation is BIO-PLEXUS, INC.
ARTICLE II
PURPOSES
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be formed under the Stock Corporation Act of the
State of Connecticut, as the same may be amended from time to time.
ARTICLE III
CAPITALIZATION
The aggregate number of shares which the Corporation shall have authority
to issue is One Million Twenty Thousand (1,020,000), which are divided into
three classes: (i) One Hundred Fifty Thousand (150,000) shares of Preferred
Stock, without par value, (the "Preferred Stock"); (ii) Eight Hundred Fifty
Thousand (850,000) shares of Common Stock, without par value (the "Common
Stock"); and (iii) Twenty Thousand (20,000) shares of Class A Common Stock,
without par value (the "Class A Common Stock").
<PAGE> 2
ARTICLE IV
RELATIVE RIGHTS AND PREFERENCES
The relative rights, preferences and limitations of the shares of Common
Stock, Class A Common Stock, and Preferred Stock (to the extent fixed by this
Certificate of Incorporation) are as follows:
A. Common Stock.
Each issued and outstanding share of Common Stock shall entitle the
holder thereof to one vote on any matter submitted to the
shareholders of the Corporation for action.
B. Class A Common Stock
1. Liquidation -- Holders of shares of Class A Common Stock shall
not be entitled to participate in any distribution of the net
assets of the Corporation upon a liquidation, dissolution or
winding up of the affairs of the Corporation, whether such
liquidation, dissolution or winding up is voluntary or
involuntary.
2. Voting Rights -- Each issued and outstanding share of Class A
Common Stock shall entitle the holder thereof to one hundred
(100) votes on any matter submitted to the shareholders of the
Corporation for action. If at any time the Corporation shall
pay a stock dividend or distribution on its Common Stock or
Preferred Stock, or split, subdivide, or combine the
outstanding shares of its Common Stock or Preferred Stock, the
number of votes which a share of Class A Common Stock shall
entitle the holder thereof to exercise shall be
proportionately adjusted as of the date after the record date
for such dividend, distribution, split, subdivision or
combination so as to maintain the relative voting power of the
Class A Common Stock which existed prior to the occurrence of
such event.
3. Dividends -- Holders of shares of Class A Common Stock shall
not be entitled to receive dividends on such shares.
4. Redemption -- On January 1, 2003 and at any time thereafter,
the Corporation may call for redemption, and redeem, all of
the issued and outstanding shares of Class A Common Stock at a
redemption price of One Dollar ($1.00) per share.
- 2 -
<PAGE> 3
Notice of redemption shall be sent by first class mail,
postage pre-paid, to each holder of record of the shares of
Class A Common Stock not less than ten (10) nor more than
twenty (20) days prior to the date of redemption. In the event
that such notice is given, the Corporation shall be obligated
to redeem such shares on the date specified in the notice and
for the redemption price specified herein. All shares of Class
A Common Stock must be redeemed at one time. Upon redemption
and payment as provided herein, the holders of shares of Class
A Common Stock shall have no further right or interest in such
shares.
If on or before the redemption date, the funds necessary for
such redemption have been set aside by the Corporation and
deposited with a bank or trust company, in trust for the pro
rata benefit of the holders of the shares of Class A Common
Stock, then, notwithstanding that any certificates for shares
that have been called for redemption have not been
surrendered, the shares represented thereby shall no longer be
deemed outstanding from and after the redemption date, and all
rights of holders in such shares shall forthwith, after the
redemption date, cease and terminate except for the right to
receive the redemption funds to which they are entitled, but
without interest. Any interest accrued on funds deposited and
unclaimed, shall be paid to the Corporation from time to time.
In case the holders of shares of Class A Common Stock which
have been called for redemption have not, within six years
after the redemption date, claimed the amounts so deposited
for such redemption, any such bank or trust company shall,
upon demand, pay over to the Corporation such unclaimed
amounts and thereupon such bank or trust company shall be
relieved of all responsibility in respect thereof to such
holder and such holder shall look only to the Corporation for
payment thereof.
C. Preferred Stock.
1. Liquidation -- In the event of any liquidation, dissolution,
or winding up of the affairs of the Corporation, whether
voluntary or involuntary, each issued and outstanding share of
Preferred Stock shall entitle the holder of record thereof to
payment at the rate of $20.00 per share (subject to adjustment
as provided herein), or at a rate otherwise established by the
Board of
- 3 -
<PAGE> 4
Directors of the Corporation, before any payment or
distribution of the net assets of the Corporation shall
be made to or set apart for the holders of record of the
issued and outstanding shares of Common Stock in respect
of said shares of Common Stock. The preferential amount
set forth herein shall be appropriately adjusted for
stock splits and stock dividends, stock combinations,
recapitalizations, and other changes to the capital
structure of the Corporation. After setting apart or
paying in full the preferential amounts aforesaid to the
respective holders of record of the issued and
outstanding shares of Preferred Stock, the remaining
net assets, if any, shall be distributed exclusively to
the holders of record of the issued and outstanding
shares of Common Stock, each issued and outstanding
share of Common stock entitling the holder of record
thereof to receive an equal proportion of said remaining
net assets. If the net assets of the Corporation shall
be insufficient to pay in full the preferential amounts
to which the holders of record of all the outstanding
shares of Preferred Stock are respectively entitled as
aforesaid, the entire net assets of the Corporation
shall be distributed ratably to the holders of all the
outstanding shares of Preferred Stock in proportion to
the full amounts to which they are respectively
entitled, and the holders of shares of Common Stock
shall in no event be entitled to participate in the
distribution of said net assets in respect of their
shares of Common Stock. Without excluding any other
proceeding which does not in fact effect a liquidation,
dissolution, or winding up of the Corporation, a merger
or consolidation of the Corporation into or with any
other corporation, a merger of any other corporation
into the Corporation, or a sale, lease, mortgage,
pledge, exchange, transfer or other disposition by the
Corporation of all or substantially all of its assets
shall not be deemed, for the purposes of this paragraph,
to be a liquidation, dissolution, or winding up of the
Corporation.
2. Voting Rights - Each issued and outstanding share of
Preferred Stock shall entitle the holder thereof to one
vote on any matter submitted to the shareholders of the
Corporation for action.
- 4 -
<PAGE> 5
3. Conversion.
(a) Optional Conversion. Subject to the terms and conditions herein
contained, any or all of the shares of Preferred Stock shall be convertible at
any time and from time to time, at the option of each holder of record thereof,
into fully paid and nonassessable shares of Common Stock upon surrender to the
Corporation or its designee of the certificate or certificates representing the
shares of Preferred Stock to be converted, together with at least ten (10) days
prior written notice of the election to convert; and, upon receipt by the
Corporation or its designee of such surrendered certificate or certificates,
such holder shall be entitled to receive a certificate or certificates
representing the share(s) of Common Stock into which such share(s) of
Preferred Stock are convertible, and such holder shall be deemed to be a
holder of record of said shares of Common Stock as of the expiration of ten
(10) days from the time of said receipt by the Corporation or its designee.
(b) Mandatory Conversion. All of the shares of Preferred Stock shall
be automatically converted, immediately and without further action of the
holder, into fully paid and non-assessable shares of Common Stock, upon the
Board of Directors of the Corporation voting to authorize any of the following
actions:
(i) a merger or consolidation of the Corporation into, or
with, another corporation;
(ii) the sale of all or substantially all of the assets of
the Corporation;
(iii) the sale of shares of Common Stock or Preferred Stock
pursuant to a registered public offering; and
(iv) the amendment of this Certificate of Incorporation to
effect a financing for the Corporation.
Promptly upon written notice by the Corporation to the holder of record
of shares of Preferred Stock notifying such holder of the automatic
conversion of such shares, the holder thereof shall surrender to the
Corporation or its designee, the
-5-
<PAGE> 6
certificate or certificates representing such shares and upon receipt by
the Corporation or its designee of such surrendered certificate or
certificates, such holder shall be entitled to receive a certificate or
certificates representing share(s) of Common Stock into which such
shares of Preferred Stock have been converted.
(c) Adjustment. The number of shares of Common Stock into which a
share of Preferred Stock may be converted shall be adjusted upon the
Corporation (1) declaring a dividend payable in shares of Common Stock; (2)
sub-dividing the outstanding shares of Common Stock; (3) combining the
outstanding shares of Common Stock; or (4) issuing any securities by
recapitalization or reclassification of the shares of Common Stock. The
conversion rate in effect immediately before the happening of that one of the
foregoing events which shall have happened shall be proportionately increased
or decreased, as the case may require. Such adjustment shall be effective
immediately after the opening of business on the day next following the record
date for determination of holders of Common Stock entitled to receive such
dividend or the day upon which each subdivision, combination or
reclassification shall become effective.
(d) Conversion Rate, Cancellation, Reservation of Shares. The basis
for conversion of shares of Preferred Stock to Shares of Common Stock shall be
one (1) share of Common Stock for each share of Preferred Stock which is
converted, subject to adjustment as provided above. Any shares of Preferred
Stock which have been converted shall be cancelled. Except as such requirement
may otherwise be dispensed with by law, the Board of Directors of the
Corporation shall at all times reserve a sufficient number of authorized but
unissued, shares of Common Stock, which shall be issued only in satisfaction
of the conversion rights and privileges aforesaid.
ARTICLE V
PREEMPTIVE RIGHTS
The shareholders shall have no preemptive rights, as such rights are
described in Section 33-343 of the Connecticut Stock Corporation Act, in any
shares, warrant, right, convertible security, or other security however
described, issued by the Corporation.
- 6 -
<PAGE> 7
ARTICLE VI
PERSONAL LIABILITY
The personal liability of a director to the Corporation or its
shareholders for monetary damages for breach of duty as a director shall be
limited to an amount that is equal to the compensation received by the
director for serving the Corporation during the year of the violation if such
breach did not: (a) involve a knowing and culpable violation of law by the
director; (b) enable the director or an associate, as defined in subdivision
(3) Section 33-374d of the Connecticut General Statutes, to receive an improper
personal economic gain; (c) show a lack of good faith and a conscious disregard
for the duty of the director to the Corporation under circumstances in which
the director was aware that his conduct or omission created an unjustifiable
risk of serious injury to the Corporation; (d) constitute a sustained and
unexcused pattern of inattention that amounted to an abdication of the
director's duty to the Corporation; or (e) create liability under Section
33-321 of the Connecticut General Statutes.
ARTICLE VII
STATED CAPITAL
The minimum amount of stated capital with which the Corporation shall
commence business is One Thousand Dollars ($1,000.00).
THIRD: This Restated Certificate of Incorporation shall give effect to
the new amendments set forth herein and purports to restate all those
provisions now in effect not being amended by such new amendments.
FOURTH: This Restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision of the
Certificate of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
FIFTH: The manner of adopting the resolution was by the board of
directors and shareholders pursuant to Section 33-360 of the Connecticut
General Statutes. No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required For Adoption: 207,970
Vote Favoring Adoption: 305,513
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
-7-
<PAGE> 8
Dated at Tolland, Connecticut, this 12th day of October, 1992.
/s/ Carl R. Sahi /s/ Susan B. Pellerin
- --------------------------------- ------------------------------------
Carl R. Sahi, Susan B. Pellerin,
President Assistant Secretary
-8-
<PAGE> 9
CERTIFICATE AMENDING THE
CERTIFICATE OF INCORPORATION
OF
BIO-PLEXUS, INC.
It is hereby certified that:
FIRST: The name of the Corporation is BIO-PLEXUS, INC.
SECOND: The Certificate of Incorporation of the Corporation is amended
pursuant to Connecticut General Statute Section 33-360 by the following
resolution:
RESOLVED, that the Certificate of Incorporation of Bio-Plexus, Inc. be,
and hereby is, amended as follows:
1. Article III Capitalization is amended to read as follows:
ARTICLE III
CAPITALIZATION
The aggregate number of shares which the Corporation shall have
authority to issue is Ten Million Twenty Thousand (10,020,000),
which are divided into two classes: (i) Ten Million (10,000,000)
shares of Common Stock, without par value (the "Common Stock");
and (ii) Twenty Thousand (20,000) shares of Class A Common
Stock, without par value (the "Class A Common Stock").
2. Article IV Relative Rights and Preferences, the introductory
language is amended to read as follows:
The relative rights, preferences and limitations of the
shares of Common Stock and Class A Common Stock are as follows:
3. Article IV, Section B.2, Class A Common Stock, Voting Rights is
amended to read as follows:
2. Voting Rights -- Each issued and outstanding share of
Class A Common Stock shall entitle the holder thereof to
one hundred (100) votes on any matter submitted to the
shareholders of the Corporation for action. If at any
time the Corporation shall pay a stock dividend or
distribution on its Common Stock or split, subdivide, or
combine the outstanding shares of its Common Stock, the
number of votes which a share of Class A Common Stock
shall entitle the holder thereof to exercise shall be
proportionately adjusted as of the date after the record
date for such dividend, distribution, split, subdivision
or
<PAGE> 10
combination so as to maintain the relative voting power
of the Class A Common Stock which existed prior to the
occurrence of such event.
4. Article IV, Section B.4, Class A Common Stock, Redemption, the
first full paragraph is amended to read as follows:
4. Redemption -- The Corporation shall call for redemption
and redeem on January 1, 1998 all shares of Class A
Common Stock which remain outstanding on that date at a
redemption price of One Dollar ($1.00) per share. Notice
of redemption shall be sent by first class mail, postage
pre-paid, to each holder of record of the shares of
Class A Common Stock not less than ten (10) nor more
than twenty (20) days prior to the date of redemption.
Such notice shall direct such holder to surrender the
certificate representing the shares of Class A Common
Stock in exchange for payment of the redemption price.
Upon redemption and payment as provided herein, the
holders of shares of Class A Common Stock shall have no
further right or interest in such shares.
5. Article IV, Section C, Preferred Stock is deleted and
conforming changes made to the balance of the Certificate of
Incorporation reflecting the elimination of the class of
Preferred Stock.
THIRD: The foregoing resolutions were adopted pursuant to Connecticut
General Statute Section 33-360 by the Board of Directors and shareholders of
the Corporation.
FOURTH: The aggregate number of shares issued and outstanding is
492,178. The issued and outstanding shares are divided into: 472,178 shares of
Class Common Stock and 20,000 shares of Class A Common Stock. Holders of Class
Common Stock and Class A Common Stock have the right to vote separately as a
class. Each share is entitled to one vote in each class vote. Holders of Class A
Common Stock have 100 votes for each share of Class A Common Stock in each vote
of the shareholders voting as a single class. The shareholders vote on the
amendment was as follows:
* Common Shareholders
Vote required for adoption: 236,090
Vote favoring adoption: 308,649
* Class A Common Shareholders
Vote required for adoption: 10,001
Vote favoring adoption: 20,000
* All Shareholders
Vote required for adoption: 1,236,090
Vote favoring adoption: 2,308,649
<PAGE> 11
FIFTH: The Corporation has as at least one hundred recordholders as
defined in subsection a of Section 33-311a of the Connecticut General Statutes.
We hereby declare under penalties of false statement that the
statements made in the foregoing Certificate are true.
Signed in Tolland, Connecticut, this 22nd day of October, 1993.
/s/ Carl R. Sahi /s/ Susan B. Pellerin
- ------------------------------ ------------------------------
Carl R. Sahi Susan B. Pellerin
President Assistant Secretary
F I L E D
DATE OF CONNECTICUT
OCT 27, 1993
/s/ [illegible]
- ---------------------------
SECRETARY OF THE STATE
A.M.
[illegible] Time 2 P.M.
- ----------- ---
- 3 -
<PAGE> 12
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
- -------------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Bio-Plexus, Inc.
- -------------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
[X] A. Amended only, pursuant to Conn. Gen. Stat. Section 33-360.
[ ] B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
[ ] C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a).
[ ] D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
[ ] E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an
8 1/2 X 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9.
RESOLVED, that Article III, Capitalization of the Certificate of
Incorporation of the Company be, and hereby is, amended to increase from Ten
Million (10,000,000) to Twelve Million (12,000,000) the number of shares of
Common Stock, without par value, which the Company shall have authority to
issue.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one) N/A
[ ] A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented
and amended to date, and there is no discrepancy between the provisions
of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation. (If 3A is checked, go to 5 & 6 to complete this
certificate.).
[ ] B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions now in
effect not being amended by such new amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true) N/A
[ ] This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the
Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE> 13
The manner of adopting the resolution was as follows: (Check one A, or B, or C)
[X] A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) [ ] No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ______________________________
Vote Favoring Adoption __________________________________
(ii) [X] There are shares of more than one class entitled to
vote as a class. The designation of each class required for
adoption of the resolution and the vote of each class in favor
of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed.
Conn. Gen. Stat. Sections 1-9.)
See Exhibit 1.
(iii) [X] Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. Section
33-311a(a).
[ ] B. By the board of directors acting along, pursuant to Conn. Gen.
Stat. Sections 33-360)b)(2) or 33-362(a).
The number of affirmative votes required to adopt such
resolution is: _________________________
The number of directors' votes in favor of the resolution
was: _____________________________
We hereby declare, under the penalties of false statement, that the statements
made in the foregoing certificate are true:
<TABLE>
(Print or Type) Signature (Print or Type) Signature
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------
Name of Pres. Name of Sec.
Carl R. Sahi /s/ Carl R. Sahi Nancy S. Lautenbach /s/ Nancy S. Lautenbach
- -------------------------------------------------------------------------------------------------------
</TABLE>
[ ] C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and approved
in writing by all subscribers for shares of the corporation. If
there are no subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
- -------------------------------------------------------------------------------
Signed Incorporator Signed Incorporator Signed Incorporator
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Signed Subscriber Signed Subscriber Signed Subscriber
- -------------------------------------------------------------------------------
(Use an 8 1/2 x 11 attached sheet if more space is needed.
Conn. Gen. Stat. Sections 1-9)
6. Dated at Vernon, CT this 30th day of July, 1996.
Rec, CC, GS: (Type or Print)
-----------------------------------------------
Pepe & Hazard Attn: A.C. Brown
Goodwin Square
Hartford, CT 06102-4302
Please provide filer's name and complete
address for mailing receipt.
<PAGE> 14
Exhibit 1
A vote of holders of not less than a majority of the voting power of the issued
and outstanding shares of capital stock of the Corporation was required to
adopt the foregoing resolution. Each holder of shares of Common Stock was
entitled to one vote for each share and each holder of shares of Class A Common
Stock was entitled to five hundred votes for each share. 8,446,318 votes
represent a majority of the voting power of the issued and outstanding shares
of capital stock. 15,921,489 votes were cast to adopt the resolution.
The vote of holders of not less than a majority of the voting power of
the issued and outstanding shares of Common Stock was required to adopt the
foregoing resolution. Each holder of shares of Common Stock was entitled to one
vote for each share in such class vote. 3,446,318 votes represent a majority of
the voting power of the issued and outstanding shares of Common Stock.
5,921,489 votes were cast to adopt the resolution.
The vote of holders of not less than a majority of the voting power of
the issued and outstanding shares of Class A Common Stock was required to adopt
the foregoing resolution. Each holder of shares of Class A Common Stock was
entitled to one vote for each share in such class vote. 10,001 votes represent
a majority of the voting power of the issued and outstanding shares of Class A
Common Stock. 20,000 votes were cast to adopt the resolution.
Page 1 of 1
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 5,045,000
<SECURITIES> 0
<RECEIVABLES> 251,000
<ALLOWANCES> 0
<INVENTORY> 1,747,000
<CURRENT-ASSETS> 7,267,000
<PP&E> 9,238,000<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,095,000
<CURRENT-LIABILITIES> 4,168,000
<BONDS> 10,339,000
0
0
<COMMON> 46,021,000
<OTHER-SE> 169,000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 17,095,000
<SALES> 1,793,000
<TOTAL-REVENUES> 1,793,000
<CGS> 0
<TOTAL-COSTS> 9,646,000
<OTHER-EXPENSES> (250,000)<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,269,000
<INCOME-PRETAX> 8,872,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,872,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,872,000
<EPS-PRIMARY> 1.31
<EPS-DILUTED> 1.31
<FN>
<F1>This value is net of depreciation.
<F2>Value represents redeemable common stock and redeemable common stock warrants.
<F3>Amount includes $326,000 of interest income.
</FN>
</TABLE>
