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As filed with the Securities and Exchange Commission on October 24, 2000.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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)
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CONNECTICUT 06-1211921
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
129 Reservoir Road 06066
Vernon, Connecticut (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (860) 870-6112
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, NO PAR VALUE
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.
/X/ YES / / NO
THE APPROXIMATE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT IS $34,516,383 AS OF SEPTEMBER 14,
2000. (A)
14,942,157 (NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF
SEPTEMBER 14, 2000.)
______
Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
DOCUMENTS INCORPORATED BY REFERENCE - NONE
(A) Excludes 4,094,826 shares of common stock held of record by directors,
officers and stockholders known to the registrant to hold more than five percent
of the common stock outstanding as of September 14, 2000. Exclusion of shares
held by any person should not be construed to indicate that such person
possesses the power, direct or indirect, to direct or cause the direction of the
management or policies of the registrant, or that such person is controlled by
or under common control with the registrant.
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10-K/A (AMENDMENT NO. 1)
The purpose of this Amendment is to amend and update certain information
required by Item 14 of Part IV of Form 10-K.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Exhibits
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Exhibit No. Description
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1.2 Form of Advest, Inc. Warrant.................. Incorporated by reference to Exhibit 1.2 to the Registrant's
registration statement on Form S-1 filed on April 1, 1994
(File No. 33-77202).
1.3 Form of Advest, Inc. Registration
Rights Agreement.............................. Incorporated by reference to Exhibit 1.3 to the Registrant's
registration statement on Form S-1 filed on April 1,1994
(File No. 33-77202).
3.1 Certificate of Incorporation of the
Company, as amended........................... Incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (File No. 0-24128).
3.2 Bylaws of the Company, as amended............. Incorporated by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K filed on April 13, 1998 (File
No. 0-24128).
3.3 Certificate of Amendment of Certificate
of Incorporation, dated April 28,2000......... Incorporated by reference to Exhibit 3.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 (File No. 0-24128).
4.5 Promissory Note, dated October 28,
1994, between the Company and Victor
and Margaret DeMattia......................... Incorporated by reference to Exhibit 4.5 to the Registrant's
Annual Report on Form 10-K filed on March 30, 1995 (File
No. 0-24128).
10.1 Lease, dated March 7, 1989, between the
Company and T&S Limited Partnership, as
amended....................................... Incorporated by reference to Exhibit 10.1 to the Registrant's
registration statement on Form S-1 filed on April 1, 1994
(File No. 33-77202).
10.4 Purchase and Sale Agreement, as
amended, for 129 Reservoir Road,
Vernon, Connecticut, dated October 28, 1994,
between the Company and Victor
and Margaret DeMattia......................... Incorporated by reference to Exhibit 10.4 to the Registrant's
Annual Report on Form 10-K filed on March 30, 1995 (File No. 0-24128).
10.6 Marketing and Distribution Agreement
dated March 16, 1995, between the
Company and Allegiance........................ Incorporated by reference to Exhibit 10.6 to the Registrant's
Amendment No. 2 to Annual Report on Form 10-K on June
30, 1995 (File No. 0-24128).
10.7 1991 Long-Term Incentive Plan................. Incorporated by reference to Exhibit 10.7 to the Registrant's
Amendment No. 2 to Annual Report on Form 10-K filed on June 30, 1995 (File
No. 0-24128).
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10.12 Master Equipment Lease Agreement dated
as of March 8, 1995, between the
Company and Financing for Science
International, Inc. ................................... Incorporated by reference to Exhibit 10.12 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended on June 30,
1995 (File No. 0-24128).
10.13 1995 Non-Employee Directors' Stock
Option Plan............................................ Incorporated by reference to 10.13 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended on June 30,
1995 (File No. 0-24118).
10.15 Letter Agreement with Aberlyn Capital
Management Limited Partnership.......................... Incorporated by reference to Exhibit 10.15 to the Registrant's
Quarterly Report on Form 10-Q for the ended on June 30, 1995
(File No. 0-24128).
10.16 Employment Agreement dated January 13,
1997 between the Company and Lucio
Improta.................................................. Incorporated by reference to 10.15 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended on
March 31, 1997 (File No. 0-24128).
10.17 Term Sheet dated August 1, 1997
describing arrangement between the
Company and Ronald Haverl................................ Incorporated by reference to Exhibit 10.17 to the Registrant's
Annual Report on Form 10-K/A filed on April 30, 1998 (File
No. 0-24128).
10.18 Development and License Agreement dated
January 28, 1997 by and between the
Company and Johnson & Johnson Medical,
Inc. .................................................... Incorporated by reference to 10.18 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended on
September 30, 1998 (File No. 0-24128).
10.19 Supply Agreement dated January 28, 1997
by and between the Company and Johnson
& Johnson Medical, Inc. ................................. Incorporated by reference to Exhibit 10.19 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended on
September 30, 1998 (File 0-24128).
10.19(a) Amendment Agreement between the
Company and Johnson & Johnson Medical,
Division of Ethicon, Inc.**.............................. Filed with this Amended Report.
10.20 Term Promissory Note issued to
Carl R. Sahi*............................................ Incorporated by reference to Exhibit 10.20 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended on
September 30, 1998 (File No. 0-24128).
10.21 Warrant for shares of common stock
issued to Carl R. Sahi*.................................. Incorporated by reference to Exhibit 10.21 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended on
September 30, 1998 (File No. 0-24128).
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10.22 Subscription Agreement dated April 27,
1999 by and between the Company and
Ramius Capital Group, LLC................................ Incorporated by reference to Exhibit 10.22 to the Registrant's
Form S-3 filed on May 18, 1999, as amended (File No.
333-79671).
10.23 Form of Debenture dated April 27, 1999
by and between the Company and Ramius
Capital Group, LLC....................................... Incorporated by reference to Exhibit 10.23 to the Registrant's
Form S-3 filed on May 18, 1999, as amended (File No. 333-
79671).
10.23a Letter Agreement dated September 13,
1999 between the Company and Ramius
Capital Group, LLC....................................... Incorporated by reference to Exhibit 10.23a to the Registrant's
Form S-3 filed on May 18, 1999, as amended (No. 333-79671).
10.24 Form of Warrant granted by the Company
to Ramius Capital Group, LLC............................. Incorporated by reference to Exhibit 10.24 to the Registrant's
Form S-3 filed on May 18, 1999, as amended (File No. 333-
79671).
10.25 Registration Rights Agreement by and
between the Company and Ramius Capital
Group, LLC............................................... Incorporated by reference to Exhibit 10.25 to the Registrant's
Form S-3 filed on May 18, 1999, as amended (File No. 333-
79671).
10.30 7.5% Secured Note dated as of October
21, 1999 between the Company and
Appaloosa Investment Limited
Partnership I, L.P........................................ Incorporated by reference to Exhibit 10.30 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.30(1a) First Amendment to 7.5% Secured Note
dated as of December 30, 1999............................. Incorporated by reference to Exhibit 10.30(1a) to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999 filed on April 14,2000 (File No.
0-24128).
10.30(2a) Second Amendment to 7.5% Secured
note dated as of April 3, 2000............................ Incorporated by reference to Exhibit 10.30(2a) to
the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999 filed on April 14, 2000
(File No. 0-24128).
10.31 Form of Warrant to Purchase Shares of
Common Stock of the Company at a
Purchase Price of $3.00 per Share......................... Incorporated by reference to Exhibit 10.31 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.32 Form of Warrant to Purchase Shares of
Common Stock of the Company at a
Purchase Price of $5.00 per Share......................... Incorporated by reference to Exhibit 10.32 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.33 Convertible Note Purchase Agreement
dated April 28, 2000 among the
Company, the Purchasers and Appaloosa
Management, L.P., as Collateral Agent..................... Filed with this Amended Report.
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10.34 Form of Warrant to Purchase Shares of
Common Stock of the Company at a
Purchase Price of $7.00 per Share......................... Incorporated by reference to Exhibit 10.34 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.35 Registration Rights Agreement between
the Company, Appaloosa Investment
Limited Partnership I, L. P. and
certain entities related thereto.......................... Incorporated by reference to Exhibit 10.35 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.36 Form of Rollover Registration Rights
Agreement................................................. Incorporated by reference to Exhibit 10.36 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.37 Security Agreement between the Company
and Appaloosa Investment Limited
Partnership I, L.P. ...................................... Incorporated by reference to Exhibit 10.37 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.38 Letter Agreement dated October 21, 1999
between the Company and Appaloosa Investment
Limited Partnership I, L.P................................ Incorporated by reference to Exhibit 10.38 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.39 Form of Warrant to Purchase Shares of
Common Stock of the Company at a
Purchase Price of $3.00 per Share......................... Incorporated by reference to Exhibit 10.39 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.40 15% Secured Note dated as of January 5,
2000 between the Company and Appaloosa
Investment Limited Partnership I, L.P..................... Incorporated by reference to Exhibit 10.40 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.40(1a) First Amendment to 15% Secured Note
dated as of April 3, 2000 between the
Company and Appaloosa Investment
Limited Partnership I, L.P................................ Incorporated by reference to Exhibit 10.40(1a) to the
Registrant's Annual Report on Form 10-K filed for the year
ended December 31, 1999 on April 14, 2000 (File No. 0-24128).
10.41 Form of Warrant to Purchase Shares of
Common Stock of the Company............................... Incorporated by reference to Exhibit 10.41 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.42 15% Secured Note dated as of April 3,
2000 between the Company and Appaloosa
Investment Limited Partnership I,
L.P....................................................... Incorporated by reference to Exhibit 10.42 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999
filed on April 14, 2000 (File No. 0-24128).
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10.43 Letter Agreement dated as of April 3, 2000
between the Company and
Appaloosa Investment Limited Partnership I,
L.P....................................................... Incorporated by reference to Exhibit 10.43 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
10.44 Employment Agreement dated April 26, 2000
between the Company and John S. Metz*..................... Incorporated by reference to Exhibit 10.44 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 filed on May 15, 2000 (File No. 0-24128).
10.45 Security Agreement dated April 26, 2000
between the Company and Appaloosa
Investment Limited Partnership I, L.P..................... Incorporated by reference to Exhibit 10.45 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 filed on May 15, 2000 (File No. 0-24128).
10.46 Form of Convertible Note.................................. Incorporated by reference to Exhibit 10.46 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 filed on May 15, 2000 (File No. 0-24128).
21 List of Subsidiaries...................................... Incorporated by reference to Exhibit 21 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
23 Consent of Mahoney Sabol &
Company, LLP.............................................. Filed with this Amended Report.
27 Financial Data Schedule................................... Incorporated by reference to Exhibit 27 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1999 filed on April 14, 2000 (File No. 0-24128).
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* Management or employment contract required to be filed as an exhibit to
this Form 10-K.
** Confidential treatment has been requested for portions of this Exhibit
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 as
amended. The confidential portions have been deleted and filed separately
with the United States Securities and Exchange Commission together with a
confidential treatment request.
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SIGNATURE
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this amendment to its annual
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 23rd day of October, 2000.
BIO-PLEXUS, INC.
By: /s/ John S. Metz
-------------------------------------
John S. Metz
President and Chief Executive Officer
EXHIBIT INDEX
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Exhibit No. Description
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10.19(a) Amendment Agreement between the
Company and Johnson & Johnson Medical,
Division of Ethicon, Inc.** ........................ Filed with this Amended Report.
10.33 Convertible Note Purchase Agreement
dated April 28, 2000 among the
Company, the Purchasers and Appaloosa
Management, L.P., as Collateral Agent............... Filed with this Amended Report.
23 Consent of Mahoney Sabol & Company, LLP............. Filed with this Amended Report.
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