SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10-KSB
|X| ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES EXCHANGE
ACT OF l934
For the fiscal year ended June 30, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to ____.
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Commission file number 33-37674-NY
EDG CAPITAL, INC.
(Exact name of registrant as specified in its charter)
New York 11-3023098
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 Stewart Avenue, Garden City, New York 11530
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 222-7749
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share.
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. |_|
The issuer's revenues for the year ended June 30, 2000 were $0.00.
The aggregate market value of voting stock held by non-affiliates of the
registrant on September 26, 2000 was not determinable. According to the National
Quotation Bureau, there are no published quotations for the registrant's Common
Stock.
As of September 26, 2000, there were 10,771,838 shares of common stock
outstanding.
Transitional Small Business Disclosure Format (check one)
Yes |_| No |X|
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PART I
The statements contained in this Annual Report that are not historical
facts are forward-looking statements. Such forward-looking statements may be
identified by, among other things, the use of forward-looking terminology such
as "believes," "expects," "intends," "plans,""may," "will," "should" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
These forward-looking statements involve predictions. EDG Capital, Inc.'s actual
results, performance or achievements could differ materially from the results
expressed in, or implied by, these forward-looking statements. Potential risks
and uncertainties that could affect our future operating results include, but
are not limited to, our need to raise additional capital, our history of losses,
the high risk nature of EDG Capital, Inc.'s business and its dependence on a few
large clients, as well as economic conditions.
ITEM 1. DESCRIPTION OF BUSINESS
General
EDG Capital, Inc. (the "Company" or "EDG") was organized as a New York
corporation in 1990 for the purpose of investing in any and all types of assets,
properties and businesses. Until September 13, 2000, when it acquired Isotope
Solutions, Inc., a New York corporation ("ISI") (formerly named Molecular
Radiation Management, Inc.), it had not engaged in any business operations.
Acquisition of ISI
On September 13, 2000, EDG acquired (the "Acquisition") 100% of the
outstanding capital stock of ISI. ISI is a biopharmaceutical company engaged in
the businesses of (a) developing select radio-isotopes and delivery systems for
use in the treatment of cancer and (b) managing medical groups specializing in
cancer research and treatment. Subject to shareholder approval, EDG intends to
amend its certificate of incorporation to change its name to "Isotope Solutions
Group, Inc."
The Acquisition was effected pursuant to an Agreement and Plan of Merger
(the "Agreement"), dated September 8, 2000, by and among EDG, MRM Merger Sub,
Inc., a New York corporation and a wholly owned subsidiary of EDG ("Merger
Sub"), and ISI. On September 13, 2000, Merger Sub was merged with and into ISI,
with ISI being the surviving corporation, and ISI became a wholly-owned
subsidiary of EDG. A copy of the Agreement is filed as Exhibit 2.1 to this
Annual Report and is hereby incorporated by reference. The description of the
Agreement contained herein is qualified in its entirety by reference to the full
text of Exhibit 2.1.
Pursuant to the Agreement, all of ISI's outstanding common stock,
excluding its treasury stock, which was cancelled, was converted into the right
to receive an aggregate of 7,440,005 shares of EDG's common stock.
Simultaneously with the closing of the Acquisition, EDG effected (a) a 2.57315
for one stock split in the form of a stock dividend payable to shareholders of
record on August 23, 2000 (with all fractional shares being rounded up), and (b)
raised gross proceeds of $2,100,000 from a private placement (the "Private
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Placement") to accredited investors, through G-V Capital Corp. as EDG's
exclusive placement agent, of 2,603,844 shares of common stock at a price of
$.8065 per share. The shares of common stock issued in connection with the
Acquisition and the Private Placement were issued pursuant to the exemptions
from registration provided by Section 4(2), and Section 4(6) of, and Rule 506 of
Regulation D, promulgated under, the Securities Act of 1933, as amended (the
"Act").
In summary, as a result of the Acquisition and the transactions and events
contemplated thereby, EDG has issued and outstanding an aggregate of 10,771,838
shares of common stock, of which EDG's shareholders of record on August 23, 2000
own 623,989 shares, the former ISI shareholders own 7,440,005 shares, two
finders in the Acquisition own an aggregate of 104,000 shares and the Private
Placement investors own 2,603,844 shares. In addition, the placement agent in
the Private Placement received a five-year warrant to purchase 115,593 shares at
an initial exercise price of $.8065 per share. The securities sold in the
Private Placement have not been registered under the Securities Act of 1933 and
may not be offered or sold absent registration or an applicable exemption from
registration requirements.
At the closing of the Acquisition, the existing Board of Directors of EDG
resigned, the Board was increased to six persons and six new directors were
appointed to fill the vacancies on the Board. All board members serve for one
year or until their successors are duly elected and qualified at the next annual
meeting of EDG's stockholders.
EDG's address is 700 Stewart Avenue, Garden City, New York 11530. Its
telephone number is (516) 222-7749.
Isotope Solutions, Inc.
ISI is a biopharmaceutical company specializing in nuclear pharmaceuticals
and patented use and delivery systems for cancer treatment. It develops
therapeutic radio-isotopes and delivery systems. Its business operations consist
of nuclear pharmaceutical research and development and management of research
medical groups. In the future, ISI intends to participate in the execution of
third-party pharmaceutical company clinical trials. ISI was incorporated in New
York in 1997 and has corporate and research headquarters in Garden City, New
York.
ISI's nuclear pharmaceutical activities include development of its
Radioactive Cisplatin and colloidal P-32 proprietary technologies and
development of other non-proprietary oncological protocols (collectively the
"Technologies"). Non-radioactive cisplatin is a top-selling drug used to treat
cancerous tumors. Radioactive Cisplatin may enhance treatment of cancerous
tumors through better DNA integration and diminished toxicity. ISI has retained
a third party to prepare an Investigational New Drug Application for ISI to file
with the Food and Drug Administration ("FDA"). Filing of this application is the
first step in seeking FDA approval to begin clinical trials of the drug for use
in treatment of hepatoma (liver), pancreas, lung, bladder, ovarian, brain, and
head and neck cancer.
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ISI also has a patented colloidal P-32 use and delivery system for use in
treatment of solid cancerous tumors. The system uses a protective albumin
integration to allow direct injection of colloidal P-32 radioactive isotope into
tumors without damaging healthy surrounding tissue. This direct injection of
colloidal P-32 radioactive isotope delivers over 300 times the normal radiation
dosage available through conventional external beam radiation without
debilitating side effects. The system also allows treatment throughout the tumor
to microscopic cells that are often unreachable with standard radiation methods.
ISI has conducted Phase I and II National Cancer Institute-listed clinical
trials of colloidal P-32 in various treatment applications, including pancreas,
lung, colon, head and neck and brain cancers. Because the FDA approved use of
P-32 in cancer treatment some time ago, ISI is not required to seek further FDA
approval for use of its patented colloidal P-32 technology. ISI plans to market
this technology through the distribution of kits, establishment of training
centers and further licensing of the technology. At this time, Phase II studies
on pancreatic cancer are near completion. ISI expects that when patient accrual
is complete, the data will be published in peer-reviewed journals. It is
anticipated that licensing and distribution will commence upon completion of the
Phase II study.
In conjunction with ISI's nuclear pharmaceutical development activities
ISI licenses use of its Technologies and offers full service business, financial
and marketing support to medical groups in the New York metropolitan area led by
professional research technology teams. Pursuant to long-term contracts with
these medical groups, ISI offers business, financial and marketing support to
them while they conduct research and treat patients using ISI's Technologies and
traditional cancer treatment techniques. Administrative and licensing fees from
these managed research activities have generated more than $2,700,000 in gross
revenues for ISI in the last two and a half years. In addition, ISI expects that
these managed medical groups will be conducting clinical trials for third-party
pharmaceutical companies on ISI's behalf. ISI believes that its management of
these medical groups gives ISI stability and resources that distinguish ISI from
many of its biotechnology competitors.
ISI Operations
ISI's activities consist of nuclear pharmaceutical research and
development and managed research activities through management contracts with
several medical groups. ISI intends to participate in the future in the
execution of third-party pharmaceutical company clinical trials, as described
below. ISI intends to establish itself as a leading developer of therapeutic
radio-isotopes and patented delivery systems that specifically target tumors
while protecting normal tissue. It is focused on the development of its
Radioactive Cisplatin (CisPt195) technology, a radioactive variation of a
commonly used chemotherapy drug, and its patented colloidal P-32 technology, a
nuclear-isotope use and delivery system.
ISI's Patents
ISI is the assignee of three U.S. patents:
1. The colloidal P-32 technology is covered by Patent No. 5,424,288,
issued June 13, 1995, entitled "Method of Treating Solid Tumor
Cancers Utilizing Macro Aggregated Proteins and Colloidal
Radioactive Phosphorous."
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2. A further technology used in the treatment of solid tumor cancer is
covered by Patent No. 5,538,726, issued July 23, 1996, entitled
"Method and Compositions for Delivering Cytotoxic Agents to Cancer."
3. The Radioactive Cisplatin technology is covered by Patent No.
6,074,626, issued June 13, 2000, entitled "Radioactive Cisplatin in
the Treatment of Cancer."
Nuclear Pharmaceutical Research and Development
Cancer and Chemotherapy
Cancer is a disease involving the reproduction and division of the body's
cells. Normally, all cells divide and reproduce themselves in a controlled
manner. In cancer, however, cells multiply uncontrollably and form a lump (known
as a tumor) or excess white blood cells, as in leukemia. Occasionally cancer
cells break away from a tumor and travel to other parts of the body via the
bloodstream or the fine channels of the lymphatic system. When these cancer
cells reach other parts of the body they may settle and start to develop into
new tumors, known as secondary cancers or metastases.
Chemotherapy is the use of anti-cancer (cytotoxic) drugs to destroy cancer
cells. A typical chemotherapy treatment involves one or several drugs from an
array of about 50 different available drugs. Chemotherapy drugs work by
inhibiting a cancerous cell's ability to divide and reproduce itself, so that it
eventually dies. Unfortunately, chemotherapy drugs may also affect normal cells
in the body and cause unpleasant side effects which typically disappear shortly
after treatment completion.
Using its patents, ISI is developing the following two anti-cancer
technologies:
Radioactive Cisplatin (CisPt195) Technology
Barnett Rosenberg, a biophysicist at Michigan State University, first
discovered non-radioactive cisplatin's potential as an anti-cancer agent in
1961. While testing electromagnetic effects on cell division, Mr. Rosenberg
discovered that dichlorodiamineplatinum, known as cisplatin, blocked the
division of cells exposed to the drug. Over the next 18 years, scientists
worldwide researched and developed cisplatin, hoping that the drug would control
cancerous cells' unchecked division. Researchers found that the drug not only
slowed cell division, but also slowed the repair of radiation-induced damage,
shrinking cancerous tumors, allowing more oxygen to reach cells, and sensitizing
the cells to further radiation treatments. Cisplatin went on to become a
top-selling cancer drug used in the treatment of many cancerous tumors.
ISI believes that its radioactive version of cisplatin will increase
success in treating many forms of cancer. Its researchers believe that
Radioactive Cisplatin will better integrate with solid tumor DNA, enhance solid
tumor treatment, and produce a lower toxicity profile than cisplatin. On July 7,
2000, Iso-Tex Diagnostics, a Texas based radio-pharmaceutical company, informed
ISI that it has successfully produced and tested a batch of CisPt195, and it
therefore believes it will be able to provide ISI with the materials it will
need to commence clinical trials. ISI intends to file an Investigational New
Drug Application with the FDA to begin clinical trials as soon as practicable.
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Colloidal P-32 Use And Delivery Systems
ISI's colloidal P-32 use and delivery systems use a protective albumin
integration to allow direct injection of P-32 radioactive isotope into tumors
without damaging healthy surrounding tissue.
This direct injection delivers over 300 times the normal radiation dosage
available through conventional external beam radiation without debilitating side
effects. Moreover, the radioactive albumin is distributed evenly throughout the
tumor to microscopic cells that are often unreachable with standard radiation
methods. As the FDA approved use of P-32 in cancer treatment some time ago, ISI
is not required to seek further FDA approval for use of its patented colloidal
P-32 technology.
The medical research groups that ISI manages have used ISI's
nuclear-isotope use and delivery system to assist in treating lethal cancers at
the Center for Molecular Medicine and Center for Neuro-Oncology. In addition,
four other centers conducting clinical trials in the United States and two
centers conducting research in Europe are using the technology with ISI's
permission. The studies have included the treatment of non-resectable pancreatic
cancer, high-grade brain tumors, non-small cell lung cancer, recurrent colon
cancer and head and neck tumors. In conjunction with these studies, physicians
associated with the group practices that ISI manages have conducted more than
600 colloidal P-32 infusion procedures during the past nine years. National
Cancer Institute listed Phase I/II clinical trials of ISI's colloidal P-32
brachytherapy treatment for non-resectable pancreatic cancer and other solid
tumors have produced promising results. Phase I results achieved a median
survival of one year, comparing favorably with Gemzar(R), a chemotherapeutic
drug produced by Eli Lilly and Company, which has a 5.7-month median survival.
Subsequently, ISI's ongoing Phase II study has yielded significant interim data.
ISI's longest pancreatic cancer survivor in Phase II is cancer free more than
five years after receiving ISI's treatment. ISI plans to market this technology
through the distribution of kits, establishment of training centers and further
licensing of the technology. At this time, Phase II studies on pancreatic cancer
are near completion. ISI expects that when patient accrual is complete, the data
will be published in peer-reviewed journals. It is anticipated that licensing
and distribution will commence upon completion of the Phase II study.
During 1998 and 1999, ISI spent an aggregate of approximately $1,600,000
on research and development activities.
Managed Research Operations
In conjunction with ISI's nuclear pharmaceutical activities, ISI licenses
use of its Technologies and offers full service business, financial and
marketing support to medical groups in the New York metropolitan area. These
groups are led by professional teams trained in advanced research technologies,
including radiation oncology, immunology, neurosurgery, neuro-oncology and
medical oncology. Pursuant to long term contracts with these medical groups, ISI
assists with office and equipment procurement, non-medical personnel hiring,
administrative support, billing, receivables collection and regulatory
compliance while they conduct research and treat patients using ISI's
Technologies and traditional cancer treatment techniques.
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Administrative and licensing fees from ISI's managed research activities
generated approximately $2,700,000 in gross revenues in the prior two and a half
years. This revenue stream has allowed ISI to develop products and treatment
protocols while limiting the enormous debt loads typical in development of
oncological protocols. ISI believes that its management of these medical groups
gives ISI stability and resources that distinguish ISI from many of its
biotechnology competitors.
ISI has entered into long-term contracts with three medical research
groups and is pursuing agreements with others:
Radiation Oncology Research Group
In December 1997, ISI entered into an exclusive, full service, 30 year
management agreement with Stanley E. Order, MD, PC, d/b/a Center for Molecular
Medicine, for medical research and treatment licensing in the field of radiation
oncology. The agreement provides for fees to be paid to ISI weekly and monthly
(including arrears). The fees are based on ISI's cost to provide the following
services: treatment and laboratory space, furnishings and equipment, medical
supplies and medicines, clerical non-medical services and staff, managerial and
administrative services, consulting and billing and collection. In addition, ISI
also licenses its Patents to the Center for Molecular Medicine.
Dr. Stanley Order is an internationally acclaimed radiation oncologist. He
is a past president of the American Society for Therapeutic Radiation and
Oncology, a former professor at Harvard Medical School, a past Chairman of the
Radiation Oncology Department at Johns Hopkins University School of Medicine, a
past professor at the Robert Wood Johnson School of Medicine, and most recently
was appointed a clinical professor at the Stony Brook University Medical School.
Wayne S. Court, Ph.D., M.D., a noted radiation oncologist with a Ph.D. in
immunology, was an Assistant Professor at Wayne State University, served as a
resident under Dr. Order at Johns Hopkins, and is an author of numerous
articles, abstracts and protocols. Dr. Order and Dr. Court are presently
conducting their research at the Center for Molecular Medicine in Garden City,
New York.
Neurosurgery / Neuro-Oncology Research Group
In November 1999, ISI entered into a 30 year management agreement with
Mitchell E. Levine, MD, PC, d/b/a Center for Neuro-Oncology, for medical
research and treatment licensing in the fields of neurosurgery and
neuro-oncology. Dr. Mitchell Levine is a neurosurgeon with nearly two decades'
experience in the surgical management of patients with malignant brain tumors.
He is currently the Director of Neurosurgery at New York Hospital, Queens, an
attending physician at North Shore University / Long Island Jewish, and a
Clinical Assistant Professor in the Department of Neurosurgery at New York
University.
In January 2000, the Center for Neuro-Oncology, in conjunction with Dr.
Wayne Court and the Center for Molecular Medicine, commenced National Cancer
Institute listed clinical trials using ISI's patented nuclear isotope delivery
technique in recurrent glioblastoma-multiforme, a lethal form of brain tumor.
ISI has licensed its patents to the Center for Neuro-
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Oncology. The treatments are being performed at Long Beach Medical Center, Long
Island, New York. The hospital has purchased and installed stereotaxic framing
equipment to accommodate the procedure.
Medical Oncology / Hematology Research Group
In August 2000, ISI entered into a 30 year management contract with New
York Medical Oncology, PC, for medical research and treatment in the fields of
medical oncology and hematology. ISI has also licensed its patents to New York
Medical Oncology, P.C. ISI commenced its management of this research group on
September 1, 2000.
Dr. Ira Braunschweig, the group's principal physician, is a
research-oriented medical oncologist trained at New York University School of
Medicine. He completed a dual residency at Memorial Sloan Kettering Cancer
Center and North Shore University Hospital in New York and is a post-graduate
fellow and instructor of medicine at the M.D. Anderson Cancer Center at the
University of Texas. Dr. Braunschweig is returning to New York to head New York
Medical Oncology, P.C., conduct research, and participate in ISI clinical
studies.
The medical groups that ISI manages presently outsource nearly two million
dollars annually in medical oncology referrals. By securing a management
relationship with a medical oncology R&D team, ISI hopes to help the other
medical groups that it manages improve their research data, quality care and
patient control through integration of modalities. In addition, ISI anticipates
that it will be the recipient of significant additional management fees and
revenue from its management contract with the medical oncology research group.
Long Beach Medical Center
ISI is currently negotiating a long-term management contract with Long
Beach Medical Center, located on Long Island Sound in Long Beach, Long Island,
New York. ISI hopes to enter a multi-level agreement with Long Beach Medical
Center to develop a state of the art cancer research and treatment center.
Nonetheless, ISI cannot assure you that it will be able to obtain a definitive
agreement to that effect.
Third Party Pharmaceutical Clinical Trials
ISI recently signed a confidentiality agreement with ImClone Systems,
Inc., with a view toward joining national and international clinical trials
studying ImClone's biopharmaceutical product applications in conjunction with
ISI's products and protocols through the physician research groups that ISI
manages. A final site inspection was conducted on September 26, 2000 and
approval is pending.
ISI has also recently signed confidentiality agreements with Dendreon
Corporation and Aphton Pharmaceuticals with a view towards joining national
clinical trials of their biopharmaceutical product applications in conjunction
with ISI's products and protocols through the physician research groups ISI
manages.
In addition, ISI hopes to collaborate with several other pharmaceutical
companies
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through relationships it has fostered with the medical research groups that it
manages. Nevertheless, ISI cannot assure you that it will obtain agreements to
participate in clinical trials in conjunction with these companies.
ISI's Business Strategy
ISI hopes to complete the following short-term goals:
o Help the physician research groups that it manages achieve their
revenue capacities. ISI intends to accomplish this by launching a
public relations and radio advertising campaign on their behalf, in
select United States markets.
o Further ISI's relationship with Long Beach Medical Center. ISI
intends to construct a state of the art medical oncology suite in
space leased from Long Beach Medical Center, for sublease to managed
medical groups. ISI also has converted its leased space at 700
Stewart Avenue, Garden City, New York into a medical oncology
facility, for use by managed medical groups focused on
multi-modality protocols. ISI hopes that this will assist the
medical groups that it now manages to capitalize on oncology
referrals that they currently outsource due to ISI's facilities'
lack of multi-modality treatment protocols.
o Commence clinical trials for ISI's Radioactive Cisplatin technology.
ISI has hired FDA regulatory professionals to help with the
submission.
o Develop ISI's website visibility and utilization. ISI is developing
a database driven and interactive website, using the registered
domain name www.isotopesolutions.com, to obtain market and user
information about ISI's technologies and potential management
clients. ISI plans to pursue contracts with various companies and
consultants to increase visibility of its management services on
major Internet search engines. In addition, ISI intends to translate
its website into foreign languages to obtain similar information and
exposure in Asia and the Middle East.
o Expand clinical trial activities for major pharmaceutical companies.
In addition, ISI will remain focused on the following long-term goals:
o Establish the efficacy of Radioactive Cisplatin and establish a
marketing and distribution partnership with a major pharmaceutical
company.
o Research and develop new therapeutic nuclear pharmaceuticals and
technologies.
o Expand its relationship with Long Beach Medical Center to provide
cutting edge cancer treatment facilities for lease to managed
medical groups.
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o Contract with additional physician research groups in urology and
interventional radiology to conduct clinical trials in the treatment
of prostate cancer and hepatoma.
o Develop colloidal P-32/albumin kits and a physician training program
to license to other cancer centers.
ISI's Patents and Proprietary Rights
ISI believes that adequate protection of its proprietary technology is a
vital aspect of its business activities. Consequently, ISI pursues patent
protection for its proprietary technology in the United States and in foreign
countries to the extent ISI deems necessary to protect development of its
activities.
ISI is the assignee of three U.S. patents:
Patent No. 5,424,288 was issued on June 13, 1995, for ISI's proprietary
technology regarding use of a "Method of Treating Solid Tumor Cancers Utilizing
Macro Aggregated Proteins and Colloidal Radioactive Phosphorous." The
application for this patent was a continuation-in-part of application Ser. No.
08/183,463, filed on Jan. 19, 1994, entitled "Method and Compositions for
Delivering Cytotoxic Agents to Cancer."
Patent No. 5,538,726 was issued on July 23, 1996, for ISI's proprietary
technology regarding a "Method and Compositions for Delivering Cytotoxic Agents
to Cancer."
Patent No. 6,074,626 was issued on June 13, 2000, for ISI's proprietary
technology regarding use of "Radioactive Cisplatin in the Treatment of Cancer."
It is important to note that other public and private institutions may
have obtained, or filed applications for, patents that ISI may need for
development of its products. ISI cannot know the scope or validity of such
patents, the extent that it may desire to acquire licenses under such patents,
or the availability of such licenses upon terms that are acceptable to ISI.
Government Regulation
United States and international government regulation of the
biopharmaceutical industry is a significant factor in ISI's activities,
particularly ISI's research and development activities. In the United States the
FDA oversees clinical testing, manufacturing, marketing approval and promotion
of ISI's products for human therapeutic use through rigorous mandatory
procedures and safety.
The FDA requires satisfaction of several procedures before it will approve
a pharmaceutical product for sale in the United States. These include (i)
preclinical tests, (ii) submission of an application for an Investigational New
Drug which must become effective before commencing human clinical trials, (iii)
thoroughly documented and supervised human clinical trials to determine drug
safety and efficacy in its intended application, (iv) submission
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and acceptance of a New Drug Application in the case of drugs, or a Product
License Application in the case of biologics, and (v) approval of the New Drug
Application or Product License Application before commercial sale or shipment of
the drug or biologic. Each domestic drug manufacturer also must be registered or
licensed with the FDA. Domestic manufacturers are also subject to inspections by
the FDA and by other federal, state and local agencies and must comply with the
FDA's Good Manufacturing Practices.
Clinical trials are typically conducted in three sequential phases, which
may overlap. Phase I clinical studies test dosage and tolerance upon initial
introduction of the drug to humans. Phase II clinical studies document
evaluation of drug safety and efficacy. Phase III trials document large scale
evaluation of drug safety and efficacy and typically use much larger patient
pools, depending on the type of marketing approval that is sought.
Clinical testing and the FDA approval process for a new product usually
lasts several years and involves substantial financial and other resources. The
FDA may grant an unconditional approval of a drug for a particular indication or
may grant approval pending further post-marketing testing. In addition, further
clinical studies may be required to provide additional safety data or to gain
approval for an alternative product application than was originally approved.
International biopharmaceutical product sales and distribution are subject
to widely varying regulatory requirements. Generally, the European Union has
coordinated its member states' common standards for clinical testing of new
drugs. Due to differences in regulatory restrictions in the European Union and
other foreign jurisdictions, the time required to obtain regulatory approval
from a foreign country's regulatory agencies may be longer or shorter than that
required for FDA approval.
In addition to these regulations, ISI is subject to regulations under
state and federal law regarding occupational safety, laboratory practices, the
use and handling of radioisotopes, environmental protection and hazardous
substance control, as well as other present and possible future local, state,
federal and foreign regulation.
Competition
Competition in the biopharmaceutical industry and the cancer treatment
technology area is intense. Factors such as technology performance, patient
compliance, physician acceptance, ease of use, safety, price, marketing,
distribution and adaptability of administration are crucial to capturing market
position in ISI's industry. Competition may also be based on other companies'
development of alternative products and approaches for the treatment, diagnosis
or prevention of the same diseases as our products.
Competition from other companies is affected by scientific and
technological factors, the availability of patent protection, the ability to
commercialize technological developments, the ability to obtain government
approval for testing, manufacturing and marketing and the economic factors
resulting from the use of those products. Many companies, both public and
private, including well-known pharmaceutical and chemical companies, virtually
all of which
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have greater capital resources than ISI does, are seeking to develop cancer
treatment technologies similar to ISI's. In addition, colleges, universities,
and public and private research institutions are similarly seeking to establish
proprietary rights to these product technologies.
ISI faces established and well-funded competition from other companies
developing cancer treatment technologies. More specifically, ISI faces
competition from other companies developing nuclear or radio-pharmaceuticals for
therapeutic purposes. These competitors include NeoRx Corporation, Cytogen
Corporation, and MDS Nordion. These companies generally use yttrium-90 based
delivery systems for treatment of various cancers. To ISI's knowledge, ISI has
no competitors that are developing nuclear or radio-pharmaceuticals that
parallel ISI's technologies.
Marketing
ISI currently promotes its marketable Technologies through its managed
medical research groups' activities and their website, www.cancerhelpcenter.com,
which receives approximately 7,500 hits per week.
The medical research groups that ISI manages have treated over five
hundred patients in the last two and a half years. ISI intends to increase
marketing efforts to help these research groups achieve greater market
recognition.
ISI is also developing a database driven and interactive website of its
own, using its registered domain name www.isotopesolutions.com. ISI intends to
use this website to obtain market and user information about its technologies
and potential management clients. ISI plans to pursue contracts with various
companies and consultants to increase visibility of its management services on
major Internet search engines. In addition, ISI intends to translate both its
own website and its managed research groups' website into foreign languages to
gather market information regarding ISI's Technologies and potential management
clients in Asia and the Middle East.
Employees
EDG has two full-time management employees. ISI has three full-time
administrative employees and one part-time administrative employee. None of
EDG's or ISI's employees is currently covered by a collective bargaining
agreement. EDG and ISI believes that its relations with its employees are good.
ITEM 2. DESCRIPTION OF PROPERTY
ISI leases 1,533 square feet of office space on the second floor of 700
Stewart Avenue, Garden City, New York, on a month-to-month basis. The monthly
rent is $4108. ISI also pays a licensing fee of $25,000 per month to Nassau
Radiologic Group, PC, ("NRG") for the use of its equipment, office space, and
technical support staff at 700 Stewart Avenue (main floor), and at 765 Stewart
Avenue, Garden City, New York. This fee is reviewed annually. NRG is one of the
largest diagnostic and therapeutic radiology facilities in the New York
metropolitan area with approximately 35 physicians, approximately 300 employees
and 13 sites. They perform more
12
<PAGE>
than 350,000 procedures annually. ISI's licensing agreement with NRG allows ISI
to utilize their full resources in order to perform ISI's managed research
groups' treatment protocols.
ITEM 3. LEGAL PROCEEDINGS
EDG is not currently involved in any material litigation or legal
proceedings and is not aware of any potentially material litigation or
proceeding threatened against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There is no public market for EDG's common stock.
Holders
As of September 26, 2000, there were 116 record holders of EDG's common
stock.
Recent Sales of Unregistered Securities
EDG did not sell any equity securities during the fiscal year ended June
30, 2000 that were not registered under the Securities Act of 1933, as amended.
13
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
EDG was formed on August 13, 1990 for the purpose of investing in any and
all types of assets, properties and businesses. EDG's plan of operation was to
seek a suitable company that desired to go public through a reverse acquisition
with EDG. This purpose was achieved on September 13, 2000, when EDG acquired
100% of the outstanding capital stock of ISI pursuant to an Agreement and Plan
of Merger dated September 8, 2000 by and among EDG, MRM Merger Sub and ISI. On
September 13, 2000, Merger Sub was merged with and into ISI, with ISI being the
surviving corporation, and ISI became a wholly-owned subsidiary of EDG. ISI is a
biopharmaceutical company specializing in nuclear pharmaceuticals and patented
use and delivery systems. Its business operations consist of nuclear
pharmaceutical research and development and management of research medical
groups. In the future, ISI intends to participate in the execution of third
party pharmaceutical company clinical trials. The business operations and plan
of ISI, including ISI's product research and development, are described in
detail in Item 1 above.
For the years ended June 30, 1999 and 2000, EDG had net losses of ($8,166)
and ($15,642), respectively, or ($0.06) and ($0.08) per share, respectively.
From inception to June 30, 2000, EDG had a net loss of ($77,037), or ($0.92) per
share. Such losses are attributable primarily to costs associated with
compliance with the reporting requirements of the federal securities laws and
EDG's efforts to identify and acquire a business.
EDG raised gross proceeds of $2,100,000 in a private placement in
September 2000. EDG expects that these proceeds will be sufficient to fund its
operations for at least the next 12 months.
ITEM 7. FINANCIAL STATEMENTS
Index to Financial Statements
Independent Auditor's Report
Balance Sheets, June 30, 2000 and 1999
Statement of Stockholders' Equity, Years ended June 30, 2000, 1999, 1998 and
1997 and Period from Inception on August 13, 1990 to June 30, 1997
Statement of Operations, Years ended June 30, 2000, 1999 and 1998 and Period
from Inception on August 13, 1990 to June 30, 2000
Statement of Cash Flows, Years ended June 30, 2000, 1999, 1998 and 1997 and
Period from Inception on August 13, 1990 to June 30, 2000
Notes to Financial Statements
14
<PAGE>
Scott & Guilfoyle
Certified Independent Public Accountants
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
EDG Capital, Inc.
We have audited the accompanying balance sheets of EDG Capital, Inc. (a
development stage company) as of June 30, 2000 and 1999, and the related
statements of operations, stockholders' equity and cash flows for the years
ended June 30, 2000, 1999 and 1998 and for the period August 13, 1990
(inception) to June 30, 2000. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EDG Capital, Inc. (a
development stage company) as of June 30, 2000 and 1999 and the results of its
operations and its cash flows for the years ended June 30, 2000, 1999 and 1998
and for the period August 13, 1990 (inception) to June 30, 2000 in conformity
with generally accepted accounting principles.
/s/ Scott & Guilfoyle
Lake Success, New York
July 31, 2000
15
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30
2000 1999
ASSETS
CURRENT ASSETS
Cash $ 13,474 $ 9,338
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued expenses $ 7,658 $ 2,880
-------- --------
TOTAL LIABILITIES 7,658 2,880
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value 50,000,000
shares authorized, 242,500 and 182,500
shares issued and outstanding 243 183
Capital in excess of par value 82,610 67,670
Deficit accumulated during development stage (77,037) (61,395)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 5,816 6,458
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 13,474 $ 9,338
======== ========
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During Total
Excess of Development Stockholders'
Shares Amount Par Value Stage Equity
<S> <C> <C> <C> <C> <C>
Balance, August 13, 1990 (inception) 0 $ 0 $ 0 $ 0 $ 0
Issuance of shares to Officer and Directors of the
Company for cash August 13, 1990 12,500 13 2,487 0 2,500
Net loss from inception to June 30, 1991 0 0 0 (2,163) (2,163)
Public offering of common stock and warrants 50,000 50 49,950 0 50,000
Offering costs 0 0 (14,647) 0 (14,647)
Net loss for the year ended June 30, 1992 0 0 0 (4,977) (4,977)
Net loss for the year ended June 30, 1993 0 0 0 (4,750) (4,750)
Net loss for the year ended June 30, 1994 0 0 0 (5,297) (5,297)
Net loss for the year ended June 30, 1995 0 0 0 (6,165) (6,165)
Net loss for the year ended June 30, 1996 0 0 0 (6,938) (6,938)
Net loss for the year ended June 30, 1997 0 0 0 (9,607) (9,607)
-------- -------- -------- -------- --------
Balance, June 30, 1997 62,500 63 37,790 (39,897) (2,044)
Issuance of shares, private placement, September 11, 1997 40,000 40 9,960 0 10,000
Issuance of shares, private placement, March 2, 1998 40,000 40 9,960 0 10,000
Net loss for the year ended June 30, 1998 0 0 0 (13,332) (13,332)
-------- -------- -------- -------- --------
Balance, June 30, 1998 142,500 143 57,710 (53,229) 4,624
Issuance of shares, private placement, June 11, 1999 40,000 40 9,960 0 10,000
Net loss for the year ended June 30, 1999 0 0 (8,166) (8,166)
-------- -------- -------- -------- --------
Balance, June 30, 1999 182,500 183 67,670 (61,395) 6,458
Issuance of shares, private placement, May 8, 2000 60,000 60 14,940 0 15,000
Net loss for the year ended June 30, 2000 0 0 0 (15,642) (15,642)
-------- -------- -------- -------- --------
Balance, June 30, 2000 242,500 $ 243 $ 82,610 $(77,037) $ 5,816
======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FROM
INCEPTION
FOR THE YEARS ENDED AUGUST 13, 1990
JUNE 30 TO
2000 1999 1998 JUNE 30, 2000
<S> <C> <C> <C> <C>
REVENUE
Interest $ 0 $ 0 $ 0 $ 2,419
--------- --------- --------- ---------
EXPENSES
Miscellaneous 15 0 17 446
Office 0 0 0 2,431
Travel 1,015 0 0 1,015
Professional 11,932 5,942 11,726 62,050
Filing and transfer fees 2,750 1,844 1,209 9,895
--------- --------- --------- ---------
TOTAL 15,712 7,786 12,952 75,837
--------- --------- --------- ---------
LOSS BEFORE INCOME TAXES (15,712) (7,786) (12,952) (73,418)
INCOME TAXES (70) 380 380 3,619
--------- --------- --------- ---------
NET LOSS $ (15,642) $ (8,166) $ (13,332) $ (77,037)
========= ========= ========= =========
LOSS PER SHARE
Net loss per share $ (.08) $ (.06) $ (.12) $ (.92)
========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 191,352 144,692 107,870 83,981
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FROM
INCEPTION
FOR THE YEARS ENDED AUGUST13,1990
JUNE 30 TO
2000 1999 1998 JUNE 30, 2000
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(15,642) $ (8,166) $(13,332) $(77,037)
(Decrease) increase in
accrued expenses 4,778 (787) 1,179 7,658
-------- -------- -------- --------
NET CASH USED BY OPERATING
ACTIVITIES (10,864) (8,953) (12,153) (69,379)
-------- -------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 60 40 80 243
Paid in capital 14,940 9,960 19,920 97,257
Offering costs 0 0 0 (14,647)
-------- -------- -------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 15,000 10,000 20,000 82,853
-------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH 4,136 1,047 7,847 13,474
BEGINNING CASH BALANCE 9,338 8,291 444 0
-------- -------- -------- --------
ENDING CASH BALANCE $ 13,474 $ 9,338 $ 8,291 $ 13,474
======== ======== ======== ========
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid $ 155 $ 380 $ 388
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
EDG CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000, 1999, 1998
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization business activity and dividend policy
The Company was incorporated under the laws of the State of New York on August
13, 1990. The Company is in the development stage and has not commenced planned
principal operations. The Company is seeking the acquisition of, or merger with
an existing Company. The fiscal year of the corporation is June 30. The Company
has, at the present time, not paid any dividends and any dividends that may be
paid in the future will depend upon the financial requirements of the Company
and other relevant factors.
Estimates
The preparation of financial statements in conformity with Generally Accepted
Accounting Principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures. Actual results could differ from
those estimates and assumptions.
Related party
The Company entered into an oral arrangement with the President of the Company
providing for the use of a portion of her home as a temporary office until such
time as the Company needs additional facilities. The Company does not pay rent
for the use of such facilities.
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
Income taxes
As of June 30, 2000, the Company had a $75,824 net operating loss carryforward
available to offset future taxable income through 2008.
NOTE 2: CAPITAL STOCK
On September 11, 1997, March 2, 1998 and June 11, 1999 the Company completed
private placements, each for 40,000 common shares, par value $.001, for total
proceeds of $10,000 each. On May 8, 2000 the Company completed a private
placement for 60,000 common shares, par value $.001, for total proceeds of
$15,000. These funds were raised to provide working capital.
20
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Our directors and executive officers are as follows:
Name Age Title
--------------------------------------------------------------------------
Jack Schwartzberg 65 Chief Executive Officer,
President, and
Chairman of the Board of
Directors
Shraga David Aranoff 32 Chief Operating Officer, Vice
President, Treasurer and
Director
Robert G.M. Keating 59 Director
Gail Shields 60 Director
Jay M. Haft 64 Director
Maurice H. Kolodin 56 Director
Jack Schwartzberg has served as the Chairman of the Board, Chief Executive
Officer, and President of EDG since September 13, 2000. He has been Chairman of
the Board, Chief Executive Officer and President of ISI since November 1997. He
served as a Vice President of Complete Management, Inc., a New York Stock
Exchange physician practice management company, from 1994 to June 1997 and as a
marketing consultant to Complete Management, Inc. from June 1997 to October
1997. Mr. Schwartzberg was president and publisher of Madison Avenue Magazine
and Runway New York Publishing Company from 1976 to 1993. Mr. Schwartzberg
practiced law as a partner in the law firm of Schwartzberg & Sack from 1963 to
1976. He holds a J.D. degree from Brooklyn Law School and a B.A. degree from
Hunter College. Mr. Schwartzberg was also a commissioned officer in the United
States Navy, serving as Commanding Officer of the United States Naval Base in
South Portland, Maine from 1957 to 1960.
21
<PAGE>
Shraga David Aranoff has served as the Chief Operating Officer and Vice
President of EDG, as a Director of EDG since September 13, 2000 and as EDG's
Treasurer since September 25, 2000. He has been Chief Operating Officer and Vice
President of ISI since August 1998. He served as a consultant to ISI from ISI's
inception in November 1997 and joined ISI on a full-time basis in August 1998.
Mr. Aranoff was Director of Medical / Legal Affairs for Complete Management,
Inc. from October 1996 through July 1998. He was an attorney with the law firm
of Slotnick, Shapiro & Crocker, LLP from August 1994 to September 1996. From
1991 to 1994, Mr. Aranoff was a law student. From 1989 to 1991 Mr. Aranoff was a
programmer analyst for Goldman Sachs & Company. He holds a J.D. from Benjamin N.
Cardozo School of Law and a B.S. degree, summa cum laude, in Computer Science
from Brooklyn College.
Robert G.M. Keating has served as a director of EDG since September 13, 2000.
Since January 2000, Mr. Keating has been Chairman of Management Techniques Inc.,
a consulting firm. He was a member of Keating & Klein, a law firm, from January
1999 to January 2000. From March 1996 to January 1998, he was Senior Executive
Vice President of Complete Management, Inc. a physician practice management
company. Complete Management, Inc. filed for bankruptcy under Chapter 11 of the
U.S. Bankruptcy Code in October 1999. From 1982 to March 1996, Mr. Keating was a
Judge of the New York State Unified Court System.
Gail Shields has served as a director of EDG since September 13, 2000. She has
been retired from the practice of law for the past five years. Ms. Shields' son,
Dennis Shields, is the son-in-law of Jack Schwartzberg.
Jay M. Haft has served as a director of EDG since September 13, 2000. He has
acted as a strategic and financial consultant for growth stage companies since
1993. He is also currently of counsel to Parker Duryee Rosoff & Haft, a law firm
of which he was a partner from 1989 to 1994. He has been a managing general
partner of GenAm "1" Venture Fund, an international venture capital fund, since
1988. He is a director of Robotic Vision Systems, Inc., NCTI Group,
Inc., DCAP Group, Inc., Encore Medical Corporation, DUSA Pharmaceuticals, Inc.,
Oryx Technology Corp. and Thrift Management, Inc. He is Treasurer of the Miami
City Ballet, a Trustee of Florida International University and a Trustee of the
Wolfsonian Museum. He is a graduate of Yale College and Yale Law School.
Maurice H. Kolodin has served as a director of EDG since September 13, 2000. He
has been Chief Investigator of Baron Associates, P.C., a law firm, since January
2000. From 1967 to December 1999 he was a casualty analyst with Allstate
Insurance Company.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our officers and directors and holders of more than
10% of our common stock (collectively "Reporting Persons") to file reports of
initial ownership, ownership and changes in ownership of the common stock with
the Securities and Exchange Commission within certain time periods and to
furnish the Company with copies of all such reports. Based solely on our review
of copies of such reports furnished to us by such Reporting Persons or on the
written representations
22
<PAGE>
of such Reporting Persons that no reports on Form 5 were required, the Company
believes that during the fiscal year ended June 30, 2000, all of the Reporting
Persons complied with their Section 16(a) filing requirements.
ITEM 10. EXECUTIVE COMPENSATION
No officer or director of EDG received remuneration from EDG in the fiscal
year ended June 30, 2000.
Stock Option Grants
EDG did not grant any stock options during the fiscal year ended June 30,
2000.
Option Exercises and Holdings
As of June 30, 2000, none of EDG's executive officers held exercisable or
non-exercisable options to purchase shares of EDG's common stock.
Directors' Compensation
All directors are reimbursed for certain expenses in connection with
attendance at Board of Directors and Committee meetings. Directors are also
eligible to be granted options to purchase common stock of EDG under the EDG
Capital, Inc. 2000 Long-Term Incentive Plan (the "2000 Plan"). Other than with
respect to participation in the 2000 Plan and reimbursement of expenses,
directors who are employees or officers or who are associated with EDG do not
receive compensation for service as directors.
Employment Agreements
Effective September 8, 2000, EDG and Jack Schwartzberg entered into an
employment agreement for a term ending on September 7, 2003, subject to
automatic extension thereafter until either party gives 180 days' advance notice
of termination to the other party. The employment agreement provides for an
annual salary of $200,000, a cash bonus based on performance in an amount to be
determined by EDG, the grant of options to purchase 175,000 shares of EDG common
stock at a price of $.8065 per share under the 2000 Plan, subject to the
approval of the 2000 Plan by EDG's shareholders, one leased automobile at EDG's
expense and participation in other executive and employee benefit programs if
and when put into effect by EDG. Mr. Schwartzberg may be discharged for cause,
including failure or refusal to perform his duties, misappropriation of funds or
property of EDG, the use of alcohol or illegal drugs in a manner that interferes
with his duties to EDG, and conviction of a felony or a crime involving moral
turpitude, dishonesty or theft. Mr. Schwartzberg may terminate the employment
agreement for "good reason," including the assignment to Mr. Schwartzberg of any
duties inconsistent with his position, EDG requiring him to be based at an
office outside the New York City metropolitan area without his consent, a
failure by EDG to comply with the compensation provisions of the agreement, any
other material breach by EDG of the employment agreement,
23
<PAGE>
Mr. Schwartzberg's removal as a director or a change in control of EDG (as
defined in the employment agreement). If the employment agreement is terminated
by Mr. Schwartzberg for good reason or by EDG other than for cause or at any
time after the end of the initial term, Mr. Schwartzberg will be entitled to be
paid his base salary and bonus through the later of September 7, 2004 or the
12-month anniversary of the date of termination, he will be entitled to continue
to participate during such period in all executive and employee benefit
programs, and his stock options will become fully vested. The employment
agreement includes noncompete restrictions during its term and for 12 months
thereafter and a confidentiality provision.
Effective September 8, 2000, EDG and Shraga D. Aranoff entered into an
employment agreement for a term ending on September 7, 2003, subject to
automatic extension thereafter until either party gives 90 days' advance notice
of termination to the other party. The employment agreement provides for an
annual salary of $125,000, a cash bonus based on performance in an amount to be
determined by EDG, the grant of options to purchase 100,000 shares of EDG common
stock at a price of $.8065 per share under the 2000 Plan, subject to the
approval of the 2000 Plan by EDG's shareholders, one leased automobile at EDG's
expense and participation in other executive and employee benefit programs if
and when put into effect by EDG. Mr. Aranoff may be discharged for cause,
including failure or refusal to perform his duties, misappropriation of funds or
property of EDG, the use of alcohol or illegal drugs in a manner that interferes
with his duties to EDG, and conviction of a felony or a crime involving moral
turpitude, dishonesty or theft. Mr. Aranoff may terminate the employment
agreement for "good reason," including the assignment to Mr. Aranoff of any
duties inconsistent with his position, EDG requiring him to be based at an
office outside the New York City metropolitan area without his consent, a
failure by EDG to comply with the compensation provisions of the employment
agreement, any other material breach by EDG of the employment agreement, Mr.
Aranoff's removal as a director or a change in control of EDG (as defined in the
employment agreement). If the employment agreement is terminated by Mr. Aranoff
for good reason or by EDG other than for cause or at any time after the end of
the initial term, Mr. Aranoff will be entitled to be paid his base salary and
bonus through the later of September 7, 2003 or the three-month anniversary of
the date of termination, he will be entitled to continue to participate during
such period in all executive and employee benefit programs, and his stock
options will become fully vested. The employment agreement includes noncompete
restrictions during its term and for 12 months thereafter and a confidentiality
provision.
2000 Long-Term Incentive Plan
In September 2000, EDG's board of directors adopted, subject to the
approval of EDG's shareholders, the EDG Capital, Inc. 2000 Long-Term Incentive
Plan. The 2000 Plan was established to enable EDG and its subsidiaries to
attract, retain and motivate employees, directors and consultants. The 2000 Plan
authorizes the granting of individual incentive stock options or non-qualified
options to purchase shares of EDG common stock. The maximum number of shares
that may be issued under the 2000 Plan is 1,247,983, subject to adjustment in
the event of stock splits, stock dividends, stock splits, split-ups, spin-offs,
combinations or exchanges or any other change affecting the common stock. Unless
terminated earlier, the 2000 Plan expires on December 31, 2010. Employees,
directors, advisory board members or consultants of EDG or a subsidiary of EDG
are eligible to receive options under the 2000 Plan.
24
<PAGE>
The 2000 Plan is administered by EDG's board of directors, which determines the
persons to whom awards will be granted, the number of options to be granted and
the specific terms of each grant. Under the 2000 Plan, no incentive stock option
may be granted having a term of more than 10 years and an exercise price less
than the fair market value of EDG's common stock on the date of grant, and no
incentive stock option having a term of more than five years and an exercise
price less than 110% of the fair market value of EDG's common stock on the date
of grant may be granted to a person who holds 10% or more of EDG's outstanding
common stock.
As of September 26, 2000, options to purchase an aggregate of 673,000
shares were outstanding under the 2000 Plan.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of September 26,
2000 about the security ownership of EDG by (i) each person who is known to EDG
to be the record or beneficial owner of more than five percent (5%) of EDG's
common stock; (ii) each director and each executive officer; and (iii) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature Percentage of
of Beneficial Outstanding
Name and Address of Beneficial Owner(1) Ownership (2) Shares Owned(3)
---------------------------------------- ------------- ---------------
<S> <C> <C>
Jack Schwartzberg (4) 1,476,311 13.7%
Shraga David Aranoff (5) 117,474 1.1%
Robert G.M. Keating (6) 1,020,496 9.5%
Gail Shields (7) 0 *
Jay M. Haft (8)
c/o Parker Duryee Rosoff & Haft 5,000 *
529 Fifth Avenue
New York, New York 10017
Maurice H. Kolodin (9) 0 *
2509 Avenue U
Brooklyn, New York 11229
Bruce Baron 2,264,959 21.0%
2509 Avenue U
Brooklyn, New York 11229
Crown Cove Associates, LLC 1,346,868 12.5%
765 Stewart Avenue
Garden City, New York 11530
Dennis Shields 783,158 7.3%
15 South Baylis Avenue
Port Washington, New York 11050
All directors and officers as a group (6 persons) (10) 2,619,281 24.3%
</TABLE>
--------------------------------------------------------------------------------
* Less than one percent.
(1) Unless otherwise indicated, the address of each of the persons named in
the table is 700 Stewart Avenue, Garden City, New York 11530.
(2) Unless otherwise indicated, EDG believes that all persons named in the
table have sole voting and investment power for all shares of common stock
beneficially owned by them. A person is deemed to be
25
<PAGE>
the beneficial owner of common stock that can be acquired by such person
within 60 days from September 26, 2000 upon the exercise of options or
warrants or the conversion of convertible securities.
(3) Each beneficial owner's percentage ownership is determined by assuming
that (i) options, warrants or convertible securities that are held by the
person (but not those held by any other person) and which are exercisable
within 60 days of September 26, 2000 have been exercised or converted, and
(ii) 9,442,923 shares of common stock were outstanding, before any
consideration is given to such options, warrants or convertible
securities.
(4) Does not include 175,000 shares subject to options that are not
exercisable within 60 days of September 26, 2000.
(5) Does not include 100,000 shares subject to options that are not
exercisable within 60 days of September 26, 2000.
(6) Does not include 10,000 shares subject to options that are not exercisable
within 60 days of September 26, 2000.
(7) Does not include 10,000 shares subject to options that are not exercisable
within 60 days of September 26, 2000.
(8) Does not include 30,000 shares subject to options that are not exercisable
within 60 days of September 26, 2000.
(9) Does not include 10,000 shares subject to options that are not exercisable
within 60 days of September 26, 2000.
(10) Does not include 335,000 shares subject to options that are not
exercisable within 60 days of September 26, 2000.
Information contained herein about stock ownership was obtained from EDG's
shareholders' list, filings with governmental authorities, or from the named
individuals, directors and officers.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No member of EDG's current management nor any person listed in the table
set forth in Item 11 above has had any transactions with EDG during the past
fiscal year, nor proposes any such transaction, in which the amount involved
exceeded $60,000, except as follows:
All of the persons listed in Item 11 above received their shares of EDG
common stock in exchange for their shares of Isotope Solutions, Inc. ("ISI") on
September 13, 2000 in connection with the merger described in Item 1 above.
On September 8, 2000 above, Jack Schwartzberg and Shraga D. Aranoff
entered into the employment agreements with EDG described in Item 10 above.
In connection with the merger described in Item 1 above, EDG and each of
Crown Cove Associates, LLC, Jack Schwartzberg, Robert G.M. Keating, Bruce Baron,
Dennis Shields, Shraga D. Aranoff and certain other former shareholders of ISI
entered into a Registration Rights Agreement. The Registration Rights Agreement
gives Crown Cove, Messrs. Schwartzberg, Keating, Shields and Aranoff and the
other former shareholders of ISI who signed the
26
<PAGE>
Registration Rights Agreement the right to have their shares of common stock of
EDG included in any registration statement filed by EDG, subject to certain
exceptions.
27
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
------ ----------------------------------------------------------------
2.1 Agreement and Plan of Merger dated as of September 8, 2000 by
and among the registrant, ISI Merger Sub, Inc., and Molecular
Radiation Management, Inc. (1)
3.1 Certificate of Incorporation of the registrant. (2)
3.2 By-Laws of the registrant. (2)
4.1 Specimen of registrant's common stock certificate. (2)
4.2 Registration Rights Agreement, dated as of September 8, 2000, by
and among Crown Cove Associates, LLC, Jack Schwartzberg, Robert
Keating, Bruce Baron, Dennis Shields, Dennis Quirk, Harvey L.
Greenberg, Harriet Greenberg, Shraga David Aranoff, Richard
Friedman, Jeff Markowitz, Lawrence Kaplan, Stanley Kaplan,
Edmond O'Donnell, and the registrant.
10.2 Employment Agreement, dated as of September 8, 2000, by and
between the registrant and Jack Schwartzberg.
10.3 Employment Agreement, dated as of September 8, 2000, by and
between the registrant and Shraga D. Aranoff.
10.4 Practice Management Services Agreement by and between Stanley E.
Order, M.D., P.C. d/b/a Center for Molecular Medicine, and
Molecular Radiation Management, Inc., dated as of December 1,
1997.
10.5 Practice Management Services Agreement by and between Mitchell
E. Levine, M.D., P.C. and Molecular Radiation Management, Inc.,
dated as of January 1, 2000.
10.6 Practice Management Services Agreement by and between New York
Medical Oncology, P.C. and Molecular Radiation Management, Inc.,
dated as of September 1, 2000.
10.7 Lease dated as of August 1, 2000 by and between Scott Hotel
Company, LLC, and Molecular Radiation Management, Inc.
10.8 License Agreement dated as of November 24, 1997, by and between
Nassau Radiologic Group, P.C. and Molecular Radiation
Management, Inc.
21.1 Subsidiaries of the registrant.
27.1 Financial data schedule.
99.1 Risk factors.
---------------------------
(1) Incorporated by reference to the registrant's Current Report on Form
8-K filed on September 19, 2000.
(2) Incorporated by reference to the registrant's Registration Statement
on Form S-18 (File No. 33-37674-NY).
28
<PAGE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
29
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized on September 26, 2000.
EDG CAPITAL, INC.
By /s/ Jack Schwartzberg
--------------------------------------
Jack Schwartzberg, Chief Executive
Officer and President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jack Schwartzberg Chairman, Chief Executive September 26, 2000
----------------------------- Officer and President (Principal
Jack Schwartzberg Executive Officer)
/s/ Shraga D. Aranoff Chief Operating Officer, Vice September 26, 2000
----------------------------- President and Treasurer (Principal
Shraga D. Aranoff Accounting Officer), Director
s/ Robert G.M. Keating Director September 26, 2000
-----------------------------
Robert G.M. Keating
/s/ Gail Shields Director September 26, 2000
-----------------------------
Gail Shields
Director September , 2000
-----------------------------
Jay M. Haft
/s/ Maurice H. Kolodin Director September 26, 2000
-----------------------------
Maurice H. Kolodin
</TABLE>
30
