<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934
For the quarterly period ended March 31, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934
For the transition period from ______________ to
Commission File Number: 0-19606
AMERICAN BIOMED, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0136574
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
10077 Grogan's Mill Road, Suite 100, The Woodlands, Texas 77380
(address of principal executive offices) (Zip Code)
(281) 367-3895
(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 and 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 total number of shares outstanding of common stock, $.001 par value as of
May 27, 1999 is 40,115,375.
<PAGE>
AMERICAN BIOMED, INC. and SUBSIDIARY
Table of Contents
PART I - FINANCIAL INFORMATION
Page
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets 3
Consolidated Condensed Statements of Operations 4
Consolidated Condensed Statements of Cash Flows 5
Notes to Consolidated Condensed Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 12
SIGNATURES 13
INDEX TO EXHIBITS 14
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS March 31, December 31,
1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents.............................................................. $ 24,338 $ 36,463
Accounts receivable, trade, net of Allowance for doubtful accounts of $40,000
as of March 31, 1999 and December 31, 1998........................................... 142,829 128,844
Accounts receivable, other............................................................. 23,584 11,850
Inventories............................................................................ 526,544 569,209
Other current assets................................................................... 110,940 146,415
------------ ------------
Total current assets............................................................... 828,235 892,781
Property and equipment, net............................................................. 119,079 131,446
Patents, net of accumulated amortization of $964,468 and $960,862 on March 31,
1999 and December 31, 1998, respectively.............................................. 136,765 145,526
Goodwill, net of accumulated amortization of $851,330 and $820,559 on March 31,
1999 and December 31, 1998, respectively.............................................. 379,506 410,277
Other assets............................................................................ 35,439 35,439
------------ ------------
Total assets....................................................................... $ 1,499,024 $ 1,615,469
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable to stockholders and others............................................... $ 552,754 $ 616,309
Current maturities of long-term debt................................................... 56,299 51,881
Current maturities of capital lease obligations........................................ 414,871 414,845
Debentures............................................................................. 400,000
Accounts payable....................................................................... 697,789 640,572
Accrued liabilities.................................................................... 1,115,033 1,021,892
------------ ------------
Total current liabilities.......................................................... 3,236,746 2,745,499
Long-term debt, net of current maturities............................................... 18,897 29,928
Capital lease obligations, net of current maturities.................................... 1,758 2,274
Deferred revenue........................................................................ 25,000 40,000
------------ ------------
Commitments and contingencies
Total liabilities.................................................................. 3,282,401 2,817,701
Stockholders' equity (deficit):
Preferred stock, $.001 par value, 2,000,000 shares authorized, 32,650 and
42,183 shares issued at March 31, 1999 and December 31, 1998, respectively.......... 33 42
Common stock, $.001 par value, 50,000,000 shares authorized, 39,146,440 and
32,648,075 shares issued at March 31, 1999 and December 31, 1998, respectively...... 36,646 32,648
Additional paid-in capital.............................................................. 28,540,398 28,544,387
Deficit accumulated during the Development stage........................................ (30,360,454) (29,779,309)
------------ ------------
Total stockholders' equity (deficit)............................................... (1,783,377) (1,202,232)
------------ ------------
Total liabilities and stockholders' equity (deficit)............................... $ 1,499,024 $ 1,615,469
============ ============
The accompanying notes are an integral part of the financial statements.
</TABLE>
3
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Inception
Three Months Ended September 4, 1984
March 31, to March 31,
1999 1998 1999
----------- ----------- ------------
<S> <C> <C> <C>
Sales, net.................................................... $ 112,691 $ 162,085 $ 4,523,528
Cost of sales................................................. (126,670) (152,619) (4,388,345)
----------- ----------- ------------
Gross profit.................................................. (13,979) 9,466 135,183
----------- ----------- ------------
Operating expenses:
Selling, general and administrative.......................... (486,648) (483,820) (20,003,102)
Research and development..................................... (34,213) (91,309) (8,403,979)
Distributor settlement....................................... -- -- (1,080,915)
----------- ----------- ------------
(520,861) (575,129) (29,487,996)
----------- ----------- ------------
Loss from operations..................................... (534,840) (565,663) (29,352,813)
----------- ----------- ------------
Other income (expense):
Interest income.............................................. 15 595 156,378
Interest expense............................................. (61,320) (32,288) (3,085,070)
Other income (expense)....................................... 15,000 38,522 1,921,051
----------- ----------- ------------
Other income (expense), net.............................. (46,305) 6,829 (1,007,641)
----------- ----------- ------------
Net loss................................................. (581,145) (558,834) (30,360,454)
Less preferred stock dividends........................... -- -- (1,353,444)
----------- ----------- ------------
Net loss available to common shareholders................ $ (581,145) $ (558,834) $(31,713,898)
=========== =========== ============
Net loss per common share................................ $ (0.02) $ (0.03)
=========== ===========
Weighted average number of common shares outstanding..... 35,358,244 19,436,936
=========== ===========
The accompanying notes are an integral part of the financial statements
</TABLE>
4
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Inception,
March 31, September 4, 1984 to
1999 1998 March 31, 1999
--------- --------- ------------
<S> <C> <C> <C>
Net cash used by operating activities................................ $(340,967) $(307,030) $(21,550,903)
Cash flows from investing activities:
Capital expenditures............................................... (16,623) (612,593)
Investment in patents.............................................. (500) (3,995) (510,142)
Other investing activities......................................... 26,000 272,596
--------- --------- ------------
Net cash used by investing activities............................ (500) 5,382 (850,139)
--------- --------- ------------
Cash flows from financing activities:
Proceeds from notes payable to banks............................... 2,333,880
Proceeds from notes payable to stockholders........................ 1,225,921
Proceeds from notes payable to others.............................. 5,513 8,521 6,586,309
Repayments of notes payable to banks............................... (2,070,000)
Repayments of notes payable to stockholders........................ (822,992)
Repayments of notes payable to others.............................. (76,171) (37,310) (6,172,491)
Principal payments under capital lease obligations................. (785,841)
Proceeds from patent assignment and leaseback...................... 500,000
Proceeds from equipment assignment and leaseback................... 305,000
Proceeds from sale of debentures................................... 400,000 1,040,000
Proceeds from sale of preferred stock.............................. 9,111,502
Proceeds from sale of common stock and exercise of unregistered
warrants......................................................... 348,000 9,522,350
Proceeds from exercise of stock options............................ 339,917
Proceeds from issuance of registered stock purchase warrants....... 100,000
Proceeds from exercise of registered stock purchase warrants....... 2,801,018
Treasury stock acquired............................................ (500,000)
Offering costs..................................................... (1,029,746)
Other financing activities......................................... (59,447)
--------- --------- ------------
Net cash provided by financing activities........................ 329,342 319,211 22,425,380
--------- --------- ------------
Net increase (decrease) in cash and cash equivalents................. (12,125) 17,563 24,338
Cash and cash equivalents at beginning of period..................... 36,463 82,789
--------- --------- ------------
Cash and cash equivalents at end of period........................... $ 24,338 $ 100,352 $ 24,338
========= ========= ============
The accompanying notes are an integral part of the financial statements
</TABLE>
5
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with the requirements of Form 10-Q and therefore do
not include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. In the opinion of management, the
unaudited consolidated condensed financial statements reflect all adjustments
that are necessary for a fair statement of the results of the periods presented,
and all such adjustments are of a normal recurring nature.
The unaudited consolidated condensed financial statements include the
accounts of American BioMed, Inc. and its wholly-owned subsidiary, Cathlab
Corporation, (jointly referred to as the "Company") after elimination of all
intercompany transactions and accounts.
These unaudited consolidated condensed financial statements should be read
in connection with the financial statements for the year ended December 31, 1998
included in the Company's Annual Report filed on Form 10-K. Results for the
first quarter are not necessarily indicative of year-end results.
2. CAPITAL STOCK
During the first quarter of 1999, 533 shares of Series A convertible
preferred stock and 9,000 shares of Series D convertible preferred stock were
converted into 3,255,806 and 742,559 common shares respectively.
On March 3, 1999, the Company and an investor entered into a securities
purchase agreement for a Series 1999-A Nine Percent (9%) Redeemable Convertible
Debenture (the "Debenture") in the amount of $400,000. Offering costs of $47,500
were incurred in this transaction. The Debenture matures December 31, 2001 with
interest payable quarterly. The Company granted the holder a security interest
in the OmniCath(R) and the Evert-O-CathTM. As additional consideration, a
warrant to purchase 40,000 shares of common stock at an exercise price of $0.175
per share, which is equal to 125% of the closing bid price for the common stock
on March 3, 1999, was issued. The warrant is exercisable for three years.
The Debenture is convertible into common stock at a conversion price equal
to the lesser of $0.15 per share or 75% of the lowest of the closing bid prices
for the five business days immediately preceding the conversion date. As a part
of the agreement registration rights were granted regarding the warrant, the
conversion shares, the interest shares and the security shares, and the Company
must make reasonable efforts to file a registration statement within 45 days
after closing. In addition, 2,500,000 shares of common stock are being held in
escrow.
The Company has a right to redeem all or a portion of the Debenture at any
time prior to receiving a notice of conversion. The cash redemption amount shall
be equal to:
. 115% of the face amount to be redeemed if redeemed within the first
thirty days;
. 120% of the face amount to be redeemed if redeemed between thirty-one
and sixty-one days; OR
. 125% of the face amount to be redeemed if redeemed after 60 days;
6
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued
(Unaudited)
3. SUPPLEMENTAL INFORMATION FOR STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Inception
September 4,
Three Months Ended Three Months Ended 1984, to
March 31, March 31, March 31,
1999 1998 1999
-------- -------- ----------
<S> <C> <C> <C>
Interest paid............................................................ $ 21,201 $ 63,862 $1,389,900
Noncash investing and financing activities:
Equipment acquired through capital lease agreements...................... 266,539
Equipment and leasehold improvements acquired through notes payable...... 35,775
Conversion of accrued interest payable to principal on notes payable
to stockholders........................................................ 105,170
Conversion of Series A and Series B preferred stock to common stock...... 444
Conversion of 1996 Series A and B, 1997 Series C, and 1998 Series D
preferred stock to common stock........................................ 623,000 880,000 5,163,579
Conversion of debentures to common stock................................. 640,000
Deferred offering costs incurred in prior year charged against offering
proceeds............................................................... 41,000
Issuance of common stock in connection with purchase of assets of
VMS, Inc............................................................... 124,999
Issuance of common stock in connection with purchase of assets of
Superstat, Inc......................................................... 81,819
Conversion of notes payable to common stock.............................. 538,671
Common stock and warrants issued in lieu of interest..................... 1,387,300
Patent assignment and leaseback.......................................... 500,000
Issuance of common stock in connection with Therex settlement............ 77
Transfer of note receivable from officer................................. 25,000
Write-up of property and equipment on Cathlab due to sale and
leaseback agreement.................................................... 221,616
Issuance of common stock and warrants for services....................... 1,108,457
Issuance of common stock for certain liabilities......................... 17,304 1,847,129
</TABLE>
4. INVENTORIES
Inventories are stated at the lower of cost or market value. Cost is
determined using the first-in, first-out (FIFO) method.
Inventories consisted of the following:
March 31, December 31,
1999 1998
-------- --------
Raw materials .............. $200,113 $206,800
Work in process .............. 116,761 120,188
Finished goods .............. 209,670 242,221
-------- --------
$526,544 $569,209
======== ========
7
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued
(Unaudited)
5. COMMITMENTS AND CONTINGENCIES
In May 1997, a former Chairman and Chief Scientific Officer and director of
the Company filed a lawsuit in the State District Court of Harris County, Texas
seeking an unspecified amount of damages and alleging oppressive action toward a
minority shareholder, breach of contract, failure of consideration for the
assignment of certain patent rights, wrongful termination and unpaid debts and
advances. The February 1998 mediation conference, which was mandated by the
Court, did not result in a settlement agreement. The case came to trial in
October 1998 and was settled on terms favorable to the Company. The Company
agreed to give the plaintiff an agreed judgment totaling $400,000, which may not
be executed until after February 15, 1999 with post judgment interest at the
rate of 10% per year. In addition, the Company agreed that upon the sale of its
guidewire micro-filter patent (the OmniFilter), the plaintiff will be entitled
to payment totaling $200,000. In the event of a licensing agreement, the
plaintiff will receive 5% of the licensing agreement revenues until a total of
$200,000 has been paid. The payment of $200,000 is secured by the OmniFilter
patent and such security interest will be subordinated to any lender requesting
the OmniFilter patent as collateral. At the Company's discretion the security
interest in the OmniFilter may be moved to the stent patent with the same
stipulation as to subordination. The judgment was paid and a release filed in
April 1999.
In August 1997, a former Chief Financial Officer, Secretary and Treasurer
and director of the Company filed a lawsuit in the State District Court of
Harris County, Texas alleging breach of contract with respect to a letter
agreement executed in connection with his employment separation and resignation
from the Board of the Company and sought specific performance and monetary
damages of approximately $307,000. On August 24, 1998 the parties reached a
settlement through mediation. The Company paid $2,800 in cash, issued at no cost
the plaintiff's stock options to purchase 150,000 shares of common stock at an
exercise price of $0.6875 with a guaranteed value of $100,000 and executed an
agreed judgment in the amount of $85,000 at 10% interest payable November 1,
1999. The judgment was amended to include the guaranteed value shortage in the
amount of $70,172.50.
In January 1999, a former distributor filed a lawsuit in the State District
Court of Georgia alleging breach of contract and is seeking $34,000 plus pre-
judgment interest. In the opinion of management, the ultimate outcome of this
matter will not materially affect the Company's financial position, results of
operations or cash flows.
The Company is occasionally a party to litigation (other than that
specifically noted) arising in the ordinary course of business. Management
regularly analyzes current information and, as necessary, provides accrual for
probable liabilities for the eventual disposition of the matter. In the opinion
of management, the ultimate outcome of these matters will not materially affect
the Company's financial position, results of operations or cash flows.
8
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The Company is in the development stage and has had limited operating
revenues since its inception on September 4, 1984. From September 4, 1984
through March 31, 1999, the Company had an accumulated deficit of $30,360,454.
During the first quarter 1999, the Company focused its efforts on raising
capital and forming strategic alliances. On March 26, 1999, the Company entered
into an exclusive license agreement with Manufacturing & Research, Inc. ("MRI")
for its Cathlab (R) patents. Pursuant to the license agreement, the Company
relocated its manufacturing facility to MRI's facility in Tucson, Arizona. MRI
will staff and manage the facility and manufacture the Company's cardiovascular
products under the licensing agreement. Management anticipates this action will
result in the Company saving approximately $600,000 in operating, production and
engineering costs annually as well as leading to additional revenue
opportunities. As a result of the Company's decision in March to relocate its
manufacturing facility and form a strategic manufacturing alliance with MRI,
manufacturing backlogs have been temporarily created. These backlogs are
expected to continue through the second quarter as the Arizona manufacturing
facility completes the manufacturing start-up phase. Full-scale production
levels are expected to be in place during the third quarter.
During the three months ended March 31, 1999, the Company's sales decreased
30.5% to $112,691 compared with sales of $162,085 for the same period in 1998.
Foreign export net sales increased 28.0% to $100,151 from $78,232 while domestic
net sales decreased 85.0% to $12,540 from $83,853. The decrease in domestic
sales is mainly due to the absence of Original Equipment Manufacturer projects,
which accounted for $30,520 of first quarter 1998 domestic sales. Also during
the first quarter 1998 two domestic distributors placed initial stocking orders.
Cost of sales represented 112.4% and 94.2% of sales for the three months
ended March 31, 1999 and 1998, respectively. The increase in cost of sales for
the quarter is primarily due to an increase in factory overhead as rent and
other costs increased. In addition, the Company sold some samples to
distributors for use in training at a reduced price and has increased sales of
products whose gross margins are lower than the majority of its existing
products.
Selling, general and administrative expenses increased 0.6% to $486,648
during the first three months of 1999, compared to $483,820 for the same period
in 1998 primarily due to increased legal fees.
Research and development expenses totaled $34,213 during the first quarter
of 1999, a decrease of 62.5% from the 1998 first quarter total of $91,309. These
expenses are being slowed until the Company receives funding to ensure that,
once initiated, projects can be completed as scheduled. The Company entered into
an exclusive worldwide, royalty-bearing licensing agreement on April 14, 1999
with IntraTherapeutices, Inc. for the OmniFilter technology, a percutaneous
guidewire micro-filter to be used in carotid angioplasty procedures. (See
"Subsequent Events.") It is anticipated that research and development expenses
will decrease as a result of this agreement. In addition, other licensing
opportunities are being considered as an alternative to research and development
funding.
Interest expense increased 89.9% to $61,320 for the first quarter of 1999,
compared to $32,288 for the first quarter of 1998 due to increased borrowings
during the fourth quarter of 1998.
Other income for the quarter includes $15,000 amortization of the license
fee received from Wright Medical Technologies, Inc. for the spinal dissector
transaction in 1994.
Subsequent Events
The Company entered into an exclusive worldwide, royalty-bearing license
agreement on April 14, 1999 with IntraTherapeutics, Inc. for its OmniFilter
technology, a percutaneous filter to be used in carotid angioplasty procedures.
The Company will receive a one-time license fee of $1,000,000 and a 5% royalty
fee for the life of the patents. The license term is the later of the expiration
of all patents, including patent applications, or ten years from
9
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
the first commercial sale of the licensed product. This action is in keeping
with the Company's strategic plan to identify and form strategic partnerships
for its core technologies.
On May 25, 1999 the Company entered into a sales, marketing and
distribution agreement with Biocontrol Technology, Inc. ("Biocontrol"). During
the initial term of the agreement the Company will receive $14,000 per month to
perform all sales and marketing functions associated with the sale and
distribution of Biocontrol's product, theraPORT(R), an implantable vascular
access system. The decision to distribute Biocontrol's vascular products will
solidify and enhance the Company's extensive domestic and international
distributor network.
Liquidity and Capital Resources
The Company had a working capital deficiency as of March 31, 1999 of
$2,408,511 and cash and cash equivalents of $24,338 compared to a deficiency of
$1,852,718 and cash and cash equivalents of $36,463 as of December 31, 1998.
The net cash used by operating activities of $340,967 was approximately
$34,000 more than during the same period in 1998. Financing activities provided
cash of $329,342 and was favorably impacted by the issuance of Series 1999-A
Nine Percent Redeemable Convertible Debentures in the amount of $400,000.
The Company requires significant additional funds to enable it to complete
development and, subject to obtaining required regulatory approvals,
commercialization of the OmniCath(R) for peripheral and A-V fistula use, to
enter into marketing and distribution arrangements for the OmniCath(R), to
commence and continue the development of other products which include the
OmniStent(TM), Evert-O-Cath(TM), and other products as well as product
enhancements to its existing 100%-silicone balloon catheters, the OmniCath(R),
Evert-O-Cath(TM) and OmniStent(TM) and to expand its manufacturing and
distribution abilities with respect to the Cathlab products. The Company is
actively seeking additional financing through possible collaborative
arrangements, public or private financings, including equity financings, and
other arrangements. In the event such funding is not obtained, the Company's
research and development projects will be delayed or scaled back. Failure to
receive funds will have a material adverse effect on the Company's operations.
In order to continue as a going concern, the Company must raise additional funds
as noted above and ultimately must achieve profitable operations.
Year 2000 Readiness
The Company installed vendor upgrades for each of its computer-based
applications that will accommodate the millenium change. The Company's
processing and manufacturing equipment is not date dependent and on-board CPU's
simply control devices without date dependency. The administrative and design
computers utilize state of the art, commercially available software which has
been tested, and when necessary, modified to be Year 2000 ("Y2K") compliant. The
Company's vendors have responded that they are Y2K compliant and will be able to
continue to meet our materials and shipping demands beyond the year 2000.
Therefore, the Company does not believe the millenium change will have an
adverse impact on its operations.
10
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
PART II OTHER INFORMATION
Item 1. Legal Proceedings
In May 1997, a former Chairman and Chief Scientific Officer and director of
the Company filed a lawsuit in the State District Court of Harris County, Texas,
seeking an unspecified amount of damages and alleging oppressive action toward a
minority shareholder, breach of contract, failure of consideration for the
assignment of certain patent rights, wrongful termination and unpaid debts and
advances. The February 1998 mediation conference, which was mandated by the
Court, did not result in a settlement agreement. The case came to trial in
October 1998 and was settled on terms favorable to the Company. The Company
agreed to give the plaintiff an agreed judgment totaling $400,000, which may not
be executed until after February 15, 1999 with post judgment interest at the
rate of 10% per year. In addition, the Company agreed that upon the sale of its
guidewire micro-filter patent (the OmniFilter), the plaintiff will be entitled
to payment totaling $200,000. In the event of a licensing agreement, the
plaintiff will receive 5% of the licensing agreement revenues until a total of
$200,000 has been paid. The OmniFilter patent secures the payment of $200,000
and such security interest will be subordinated to any lender requesting the
OmniFilter patent as collateral. At the Company's discretion the security
interest in the OmniFilter may be moved to the stent patent with the same
stipulation as to subordination. The judgment was paid and a release filed in
April 1999.
In August 1997, a former Chief Financial Officer, Secretary and Treasurer
and director of the Company filed a lawsuit in the State District Court of
Harris County, Texas alleging breach of contract with respect to a letter
agreement executed in connection with his employment separation and resignation
from the Board of the Company and seeking specific performance and monetary
damages of approximately $307,000. On August 24, 1998 the parties reached a
settlement through mediation. The Company paid $2,800 in cash, issued at no cost
the plaintiff's stock options to purchase 150,000 shares of common stock at an
exercise price of $0.6875 with a guaranteed value of $100,000 and executed an
agreed judgment in the amount of $85,000 at 10% interest payable November 1,
1999. The judgment was amended to include the guaranteed value shortage in the
amount of $70,172.50.
In January 1999, a former distributor filed a lawsuit in the State District
Court of Georgia alleging breach of contract and seeking $34,000 plus pre-
judgment interest. In the opinion of management, the ultimate outcome of this
matter will not materially affect the Company's financial position, results of
operations or cash flows.
The Company is occasionally a party to litigation (other than that
specifically noted) arising in the ordinary course of business. Management
regularly analyzes current information and, as necessary, provides accrual for
probable liabilities for the eventual disposition of the matter. In the opinion
of management, the ultimate outcome of these matters will not materially affect
the Company's financial position, results of operations or cash flows.
Item 5. Other Information
The Company changed transfer agents in 1999. All common stock transactions
will be handled by Harris Trust and Savings Bank. Correspondence regarding stock
transactions should be directed to the following:
Harris Trust and Savings Bank
Attn: Shareholder Services
P.O. Box A 3504
Chicago, Illinois 60690-3504
Phone: 800-577-5042
11
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following documents are filed as exhibits to this Report.
10.102 IntraTherapeutics, Inc. License Agreement
27.1 Financial Data Schedule
Reports on Form 8-K
On January 29, 1999 the Company filed a Form 8-K regarding the change in the
Company's certifying accountant and the resignation of one of the Company's
directors.
12
<PAGE>
AMERICAN BIOMED, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN BIOMED, INC.
Date: June 8, 1999 /s/ Steven B. Rash
--------------------------
Steven B. Rash
President and
Chief Executive Officer
Date: June 8, 1999 /s/ Colene F. Blankinship
--------------------------
Colene F. Blankinship, CPA
Controller
Chief Accounting Officer
13
<PAGE>
INDEX TO EXHIBITS
The following documents are filed as part of this Report:
Exhibit
-------
10.102 IntraTherapeutics, Inc. License Agreement
27.1 Financial Data Schedule
14
<PAGE>
EXHIBIT 10.102
LICENSE AGREEMENT
This License Agreement is made this 14th day of April, 1999 (the
"Effective Date"), by and among IntraTherapeutics Inc. ("Licensee"), a Minnesota
corporation, and American Biomed, Inc. ("ABI"), a Texas corporation.
RECITALS
A. ABI has developed certain technology related to a percutaneous filter
for carotid angioplasty.
B. ABI desires to grant, and Licensee desires to obtain, the exclusive
worldwide, royalty-bearing license to such technology, all on the terms set
forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
Definitions
As used herein, the following definitions and terms shall have the
designated meanings:
1.1 "Affiliate" of any entity shall mean any other entity that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the first entity. Control shall
mean owning at least 50 percent of the total voting power of the entity.
1.2 "Confidential Information" shall mean all information provided
hereunder to a party (the "receiving party") by a party (the "disclosing party")
or its employees, agents or consultants, excluding any information which:
(a) is or becomes publicly available through no fault of the receiving
party; or
(b) can be reasonably demonstrated to have been known to the receiving
party independently of any disclosure of "Confidential Information" by
the disclosing party or its employees, agents or consultants; or
(c) is disclosed to the receiving party by a third party who, to the
best of the receiving party's knowledge, is lawfully in possession of
the same and has the right to make such disclosure; or
1
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(d) has been independently developed by the receiving party without
reference to the information disclosed to the receiving party by the
disclosing party or its employees, agents or consultants.
All "Confidential Information" disclosed to the receiving party under this
Agreement shall ultimately be in writing and bear a legend "Proprietary",
"Confidential" or words of similar import. Accordingly, all "Confidential
Information" disclosed in any manner other than writing shall be preceded by an
oral statement indicating that the information is proprietary or confidential
and shall be followed by transmittal of a reasonably detailed written summary of
the information provided to the receiving party with identification as
"Confidential Information" designated as above within thirty (30) days.
1.3 "Expiration" or "Expired" shall mean with respect to a particular
patent, the patent's expiration, abandonment, cancellation, disclaimer, award to
another party other than ABI or an Affiliate of ABI in an interference
proceeding, or declaration of invalidity or unenforceability of all claims
thereof by a court or other authority of competent jurisdiction (including a
re-examination or reissue proceeding) from which no further appeal has or can be
taken. References to an "Unexpired" patent shall mean a patent that has not
Expired.
1.4 "Licensed Products" shall mean any product, the manufacture, use,
importation or sale of which is covered by any Unexpired claim of the Subject
Technology.
1.5 "Net Sales" of Licensed Products for a particular period shall mean
the amounts that Licensee or any Affiliate of Licensee actually invoices third
parties (eliminating transactions between Affiliates) for sales of Licensed
Products during such period, excluding sales, use or excise tax, freight, duty
or insurance included therein, and credits or repayments due to rejection,
defect or return. If Licensee or any Affiliate of Licensee sells at a single
price or rate a packaged combination of products, not all of which if sold
individually would be Licensed Products, then "Net Sales" of Licensed Products
with respect to such sales of packaged products shall equal the total sales
price of the packaged combination multiplied by the ratio of the individual
retail list price of the Licensed Products contained in the packaged combination
to the sum of all individual retail prices of every item in the packaged
combination (if all of such items were sold separately). If all such items are
not sold separately, any item not sold separately shall have a price attributed
to it for purposes of this definition consistent with pricing of similar
products or their functional equivalents. Without limitation of the foregoing,
Net Sales shall include all transfers of Licensed Products that Licensee or any
Affiliate of Licensee records as a sale pursuant to generally accepted
accounting principles consistently applied. Net Sales which are denominated in
currencies other than U.S. Dollars shall be converted into U.S. Dollars in
accordance with generally accepted accounting principles.
2
<PAGE>
1.6 "Subject Technology" shall mean (i) the issued patents, and patents
arising out of the patent applications, listed on Exhibit A hereto, (ii) all
reissues, continuations, continuations-in-part, extensions, reexaminations, and
foreign counterparts thereof, and (iii) all trade secrets and know-how owned or
controlled by ABI prior to the date of this Agreement which relate to
percutaneous filters for carotid angioplasty, as disclosed in the patents and
the patent applications listed on Exhibit A.
ARTICLE 2
License Rights
2.1 Exclusive License Grant. Subject to the terms and provisions hereof,
ABI hereby grants to Licensee a worldwide, royalty-bearing, and exclusive
license under the Subject Technology to make, have made, use, import, sell and
offer for sale Licensed Products.
2.2 Know-How Transfer; Access to ABI's Consultant.
(a) Promptly after the Effective Date, ABI shall provide to Licensee
copies of all Subject Technology not previously disclosed to Licensee, including
without limitation, all market research, focus group data, memoranda, marketing
materials, or other documents, whether in written or electronic format,
embodying or relating to the Subject Technology.
(b) Upon reasonable notice by Licensee to ABI, during the first six
months after execution of the Agreement, ABI will use reasonable efforts to make
[employees and consultants], available to meet with Licensee, subject to such
individuals' other commitments and schedule, for up to an aggregate 100 hours,
to disclose to Licensee on ABI's behalf those trade secrets and know-how
included within the Subject Technology to allow Licensee to better understand
and practice the inventions disclosed therein to which the licenses under this
Agreement pertain. Licensee shall reimburse such individuals for any reasonable
travel and lodging expenses, if any, incurred by them for the purposes of such
disclosure.
2.3 Right of First Negotiation. If ABI, at any time during the two (2)
year period commencing on the date of execution of this Agreement, decides to
license to any third party any other percutaneous filter technology, it shall so
notify Licensee in writing, and Licensee shall have a right of first negotiation
for a period of three (3) months in which to negotiate the terms of a mutually
agreeable license agreement with ABI. If the parties fail to agree on the terms
of such an agreement during such three (3) month period, ABI shall be entitled
to license such technology to any third party, provided that it does so on terms
not materially more favorable to such licensee than those last offered to
Licensee.
3
<PAGE>
ARTICLE 3
Royalties and Reports
3.1 License Fee. Within three (3) days of the Effective Date, Licensee
shall pay to ABI a payment of Four Hundred Fifty Thousand Dollars ($450,000).
Within sixty (60) days of the Effective Date, Licensee shall pay to ABI a
payment of Five Hundred Fifty Thousand Dollars ($550,000). Such payments shall
be made by wire transfer in immediately available funds to an account designated
by ABI.
3.2 Royalties on Net Sales by Licensee. Subject to the terms of this
Agreement, Licensee shall pay to ABI a royalty (the "Royalty" or "Royalties")
equal to five percent (5%) of Net Sales of Licensed Products. Licensee's
obligation to pay royalties hereunder shall expire, on a country-by-country
basis, at such time as (i) all of the patents (including patents arising out of
the patent applications listed on Exhibit A) included within the Subject
Technology (an all extensions thereof) have Expired in such country or (ii) ten
(10) years from the first commercial sale of any Licensed Product, whichever is
longer.
3.3 Reports and Payments. Within forty-five (45) days after the end of
each calendar quarter, Licensee shall provide with a written report indicating
(i) the amount of its Net Sales during such quarter, and (ii) the amount of the
Royalties due for such quarter. Simultaneously with making such report, Licensee
shall pay to ABI the amount of royalties then due.
3.4 Records. Licensee shall keep accurate written records sufficient in
detail to enable ABI to verify the information contained in the reports
described in Section 3.3. Such records for a particular calendar quarter shall
be retained by Licensee for a period of not less than four years after the end
of such quarter.
3.5 Audit of Records. Upon reasonable notice and during regular
business hours, Licensee shall from time to time (but no more frequently than
twice annually) make available the records referred to in Section 3.4 for audit
by an independent nationally recognized accounting firm selected by ABI to
verify the accuracy of the reports provided to ABI. Such representatives shall
execute a suitable confidentiality agreement reasonably acceptable to Licensee
prior to conducting such audit. Such representatives may disclose to ABI only
their conclusions regarding the accuracy and completeness of the reports
described in Section 3.3 and the records related thereto, and shall not disclose
Licensee's confidential business information to ABI without the prior written
consent of Licensee. Such audits shall be at ABI's cost and expense; provided
that if any such audit reveals underpayment of Royalties by ten percent (10%) or
more for any year, then Licensee shall reimburse the auditing party for the fees
and expenses of ABI's independent auditors incurred by ABI in connection with
such audit.
4
<PAGE>
ARTICLE 4
Confidentiality
4.1 Confidentiality. The parties acknowledge that the patent
applications listed in Exhibit A hereto, the inventions claimed therein, and all
trade secrets and know-how included within the Subject Technology constitute
"Confidential Information" of ABI, subject to the exceptions set forth in
Section 1.3. Each party agrees not to disclose or use any of the other party's
Confidential Information except as expressly permitted in connection with the
exercise of its rights hereunder. Each party shall not disclose the other
party's Confidential Information to any employee or consultant unless such
employee or consultant is obligated under a confidentiality agreement to
maintain such other party's Confidential Information in strict confidence, and
not to use such information other than, in accordance with the terms of this
Agreement. Each party agrees to hold the other party's Confidential Information
in strict confidence and treat it with not less than the same degree of care to
avoid disclosure as such party employs with respect to its own information of
like importance.
4.2 Delivery and Return of Confidential Information. Upon termination of
this Agreement or the licenses granted hereunder as provided herein, each party
shall within thirty (30) days of such termination return to the other party all
of the other party's Confidential Information. Notwithstanding the foregoing
each party shall have the right to retain one copy of such party's Confidential
Information in its legal department files for archival purposes only.
ARTICLE 5
Intellectual Property
5.1 Control of Subject Technology.
(a) Licensee shall have the first right, but not the obligation, in
Licensee's discretion and at its sole expense, to prosecute any alleged
infringement, misappropriation or misuse of Subject Technology. If Licensee
decides at any time not to commence or continue prosecution of such a legal
action, it shall so notify ABI in writing, and ABI shall have the right, in its
absolute discretion and sole expense, to commence or continue prosecution of
such action. In any such legal action either party may prosecute or defend under
this Section 5.1(a), the other party shall cooperate with and at the request of
the party prosecuting the suit. The party prosecuting such legal action shall be
entitled to retain all monies recovered.
(b) ABI shall have the sole right to apply for, prosecute, or cause the
issuance, amendment, maintenance, re-examination or reissue of any patents
included within the Subject Technology, any patent applications listed in
Exhibit A hereto, or any other patent applications related to trade secrets or
know-how included within the Subject Technology; provided, however that Licensee
shall have the right to review and approve
5
<PAGE>
of any filings or other correspondence related to the Licensed Products with the
appropriate patenting authority. If ABI decides, in its sole discretion, to
abandon a patent or patent applications (or particular claims therein) within
the Subject Technology, then it shall so notify Licensee in writing at least
sixty (60) days prior to any filing or bar date, and Licensee may take whatever
action it deems necessary at its expense to maintain such patent or patent
application. Any such patent or patent application shall excluded from the term
Subject Technology for the purposes of determining Licensee's royalty
obligations hereunder.
5.2 Indemnification.
(a) Licensee shall indemnify, defend and hold harmless ABI, its Affiliates
and ABI's and its Affiliates' respective officers, directors, shareholders,
employees and agents (collectively, all such indemnitees are referred to in this
Section 5.2(a) as "ABI Indemnitees") against and in respect of any and all
claims, demands, losses, obligations, liabilities, damages (and including
without limitation compensatory and punitive damages), deficiencies, actions,
settlements, judgments, costs and expenses which the ABI Indemnitees may incur
or suffer or with which it may be faced (including reasonable costs and legal
fees incident thereto or in seeking indemnification therefor) (collectively
referred to as "ABI Damages") arising out of or based upon (i) any Product
Liability Claims resulting from Licensee's development, manufacture, use, or
sale of any Licensed Product, or (ii) any breach of this Agreement by Licensee.
As used herein, the term "Product Liability Claims" shall mean claims for
personal injury or death based on alleged breach of product warranty, strict
liability in tort, or negligent product design or manufacture.
(b) ABI shall indemnify and hold harmless Licensee, its Affiliates and
Licensee's and its Affiliates' respective officers, directors, shareholders,
employees and agents (collectively, all such indemnitees are referred to in this
Section 5.2(b) as "Licensee Indemnitees") against and in respect of any and all
claims, demands, losses, obligations, liabilities, damages (and including
without limitation compensatory and punitive damages), deficiencies, actions,
settlements, judgments, costs and expenses which the Licensee Indemnitees may
incur or suffer or with which it may be faced (including reasonable costs and
legal fees incident thereto or in seeking indemnification therefor)
(collectively referred to as "Licensee Damages") arising out of or based upon
any breach of this Agreement by ABI.
5.3 Infringement by Third Party. Each party shall promptly notify the other
party in writing if such party knows or has reason to believe that the rights of
ABI or Licensee relating to the Subject Technology, are being infringed by a
third party.
5.4 Licensee Regulatory Interaction Rights. Notwithstanding Section 5.1
above, interaction with the regulatory agencies in any country, including,
without limitation the FDA, concerning Licensed Products of Licensee shall be
exclusively conducted by Licensee and Licensee shall be the official company
sponsor. Subject to
6
<PAGE>
Section 5.2(a) hereof, Licensee shall have complete authority to act as
Licensee, in its sole discretion, deems appropriate with respect to any such
regulatory matter.
5.5 Licensee Marketing Rights. Nothing herein shall prevent or limit
Licensee from setting its own prices for Licensed Products or determining
Licensee's marketing policies and practices in its sole discretion.
5.6 Trademark. Nothing in this Agreement shall be deemed to grant to
Licensee any right to use the trademark "ABI", the ABI corporate logo, or any
other trademark owned by ABI or its Affiliates.
ARTICLE 6
Representations & Warranties
6.1 Organization. Each party represents and warrants to the other party
that such party is a corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation.
6.2 Authorization of Transaction. Each party represents and warrants to the
other party that it has full power and authority (including full corporate
power and authority) to execute and deliver this Agreement and to perform its
obligations hereunder. All necessary corporate proceedings (including any
necessary approval by the board of directors) have been taken by such party to
duly authorize the execution, delivery, and performance of this Agreement by
such party. This Agreement constitutes the valid and legally binding obligation
of such party, enforceable against such party in accordance with its terms and
conditions.
6.3 No Conflicts. ABI represents and warrants to Licensee that it has not
entered into any inconsistent prior obligations that would impair the rights
being licensed to Licensee hereunder.
6.4 Right to License. ABI represents and warrants to Licensee that it owns
or has the right to license or sublicense all the rights granted to Licensee
herein with respect to the Subject Technology.
6.5 No claims. ABI represents and warrants to Licensee that (i) there are
no third party claims that would challenge or impair the license of the rights
granted to Licensee herein, including, without limitation, any claims based upon
patents, copyrights or trade secret laws in the United States; and (ii) the
manufacture, use, importation or sale of the Licensed Products under the license
granted herein under the Subject Technology will not infringe any patents,
copyrights, trade secrets or any other intellectual property rights of any third
parties.
7
<PAGE>
ARTICLE 7
Term and Termination
7.1 Term of License. Unless otherwise terminated under provisions of this
Article 7, this Agreement and the license granted under Section 2.1 shall
constitute until such time as (i) all of the patents (including patents arising
out of the patent applications listed on Exhibit A) included within the Subject
Technology (and all extensions thereof) have Expired or (ii) ten (10) years from
the first commercial sale of any Licensed Product, whichever is longer.
7.2 Termination.
(a) If Licensee breaches any of the material terms, conditions or
agreements of this Agreement, then ABI may terminate this Agreement, at its
option and without prejudice to any of its other legal and equitable rights and
remedies, including, but not limited to, seeking monetary damages and/or an
injunction, by giving Licensee sixty (60) days notice in writing, particularly
specifying the breach. Such notice of termination shall not be effective if
Licensee cures the specified breach within such sixty (60) day period. During
such 60-day period, one or more executive officers of each party (meaning for
purposes hereunder any vice president or higher level officer) shall meet or
correspond to discuss such alleged breach and/or attempted cure thereof, and
attempt in good faith to resolve any dispute between the parties with respect
thereto; provided that if any such dispute is not resolved to ABI's
satisfaction, then ABI may terminate this Agreement without prejudice to any of
its other legal and equitable rights and remedies including, but not limited to,
seeking monetary damages and/or an injunction. Licensee may terminate this
Agreement at any time in its discretion upon sixty (60) days' prior written
notice. Termination of this Agreement shall not affect Licensee's obligation to
pay Royalties with respect to Net Sales of Licensed Products made prior to such
termination and shall not result in any refund to Licensee of any consideration
previously paid to ABI. The parties acknowledge that, with respect to any other
breaches by Licensee of the terms, conditions or agreements of this Agreement,
ABI may pursue its full legal and equitable rights and remedies against
Licensee, including, but not limited to, seeking money damages and/or an
injunction.
(b) Either party may, by written notice to the other party (which notice
shall be effective upon receipt), terminate this Agreement in the event that
such other party becomes insolvent, makes an assignment for the benefit of
creditors, goes into liquidation or receivership or otherwise loses legal
control of its business.
(c) The parties acknowledge and agree that all rights and licenses granted
pursuant to this Agreement are, and shall otherwise be deemed to be, for
purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to
"intellectual property" as defined under Section 101(52) of the Bankruptcy Code,
and that Licensee, as a licensee hereunder, shall retain and may fully exercise
all of its rights and elections under the Bankruptcy Code.
8
<PAGE>
ARTICLE 8
Miscellaneous
8.1 Assignment. Either party may assign or otherwise transfer its rights
and obligations under this Agreement to any successor in interest (by merger,
share exchange, combination or consolidation of any type, operation of law,
purchase or otherwise), provided that such assignee or successor agrees to be
bound by the terms hereof.
8.2 Entire Agreement. This Agreement, together with the Exhibits hereto,
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all previous proposals or agreements, oral or
written, and all negotiations, conversations or discussions heretofore had
between the parties related to the subject matter of this Agreement.
8.3 Survival. Articles 4 and 8 and Section 5.3 shall survive termination or
expiration of this Agreement for any reason and continue thereafter in full
force and effect.
8.4 Waiver, Discharge, etc. This Agreement may not be released, discharged,
abandoned, changed or modified in any manner, except by an instrument in writing
signed on behalf of each of the parties to this Agreement by their duly
authorized representatives. The failure of either party to enforce at any time
any of the provisions of this Agreement shall in no way be construed to be a
waiver of any such provision, nor in any way to affect the validity of this
Agreement or any part of it or the right of either party after any such failure
to enforce each and every such provision. No waiver of any breach of this
Agreement shall be held to be a waiver of any other or subsequent breach.
8.5 Execution in Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become a binding agreement when one or more counterparts have been
signed by each party and delivered to the other party.
8.6 Titles and Headings; Construction. The titles and headings to Sections
herein are inserted for the convenience of reference only and are not intended
to be a part of or to affect the meaning or interpretation of this Agreement.
This Agreement shall be construed without regard to any presumption or other
rule requiring construction hereof against the party causing this Agreement to
be drafted.
8.7 Benefit. Nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the parties to this Agreement or their
respective permitted successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
9
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8.8 Notices. All notices or other communications to a party required or
permitted hereunder shall be in writing and shall be delivered personally or by
telecopy (receipt confirmed) to such party (or, in the case of an entity, to an
executive officer of such party) or shall be given by certified mail, postage
prepaid with return receipt requested, addressed as follows:
if to Licensee, to:
IntraTherapeutics, Inc.
651 Campus Drive
St. Paul, Minnesota 55112
Attention: President and CEO
Facsimile number: 651-697-2085
with copies to:
and if to ABI, to:
ABI, Inc.
10077 Grogans Mill Rd, Suite 100
The Woodlands, Texas 77387
Attention: Steven B. Rash, President & CEO
Facsimile number: (281) 367-3212
with copies to:
Licensee or ABI may change their respective above-specified recipient and/or
mailing address by notice to the other party given in the manner herein
prescribed. All notices shall be deemed given on the day when actually delivered
as provided above (if delivered personally or by telecopy) or on the day shown
on the return receipt (if delivered by mail).
8.9 Severability. If any provision of this Agreement is held invalid by a
court of competent jurisdiction, the remaining provisions shall nonetheless be
enforceable according to their terms. Further, if any provision is held to be
overboard as written, such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable according
to applicable Law and shall be enforced as amended.
8.10 Marking. If requested by ABI, Licensee shall cause all Licensed
Products manufactured or sold under this license in the United States by it with
a notice to the effect that such product is licensed under the applicable U.S.
patents.
10
<PAGE>
8.11 Governing Law. This Agreement shall be construed in accordance with
Minnesota law, excluding its choice of law provisions.
IN WITNESS WHEREOF, each of the parties has caused this License
Agreement to be executed in the manner appropriate to each, effective as of the
date first above written.
IntraTherapeutics, Inc.
By: [Signature appears here]
-----------------------------
Its: President and CEO
American Biomed, Inc.
By: [Signature appears here]
------------------------------
Its: President and CEO
11
<PAGE>
Exhibit A
Subject Technology
1. U.S. Patent Number 5,695,519;
2. [Patent applications for percutaneous filters for carotid angioplasty and any
patents arising out of such patent applications];
3. All reissues, continuations, continuations-in-part, extensions,
reexaminations, and foreign counterparts of the foregoing, and
4. All trade secrets and know-how owned or controlled by ABI prior to the date
of this Agreement which relate to percutaneous filters for carotid angioplasty.
12
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<INVENTORY> 526,544
<CURRENT-ASSETS> 828,235
<PP&E> 761,108
<DEPRECIATION> 642,029
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<CURRENT-LIABILITIES> 3,236,746
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