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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/AI
(Mark One)
[ X ] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (fee required) for the fiscal year ended June 30, 1996
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (no fee required)
For the transition period from __________________ to ________________.
Commission file number 0-21410
INTERNATIONAL CANINE GENETICS, INC.
(Name of small business issuer in its charter)
Delaware 23-2418859
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
271 Great Valley Parkway, Malvern PA 19355
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (610) 640-1244
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.00006 per share, and Redeemable Warrants
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(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not 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.
[ ]
State issuer's revenues for its most
recent fiscal year: $1,651,220
The aggregate market value of Registrant's voting stock held by
non-affiliates of the Registrant was approximately $520,000 (computed on
the basis of the average of the bid and ask prices of a share of Common Stock on
October 24, 1996 as reported by NASDAQ). Shares of voting stock held by each
officer and director and by each person who owns 5% or more of the outstanding
voting stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
On October 24, 1996, the Registrant had 2,819,530 shares of Common
Stock outstanding.
Documents Incorporated by Reference: None
Transitional Small Business Disclosure Format (check one):
YES , NO X
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Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The information required herein with respect to the Company's executive
officers and directors is included under Part III, Item 9 in the Company's Form
10-KSB.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of Company's equity securities, to file reports of ownership
and changes in ownership with the SEC. Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that, during the fiscal year ended June 30, 1996, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with by such persons or entities.
Item 10. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning the
compensation paid during the fiscal years ended June 30, 1996, 1995, and 1994 to
the Company's Chief Executive Officer. Since no other executive officer received
compensation (salary and bonus) exceeding $100,000 during the fiscal year ended
June 30, 1996, information is provided only for the Chief Executive Officer.
<TABLE>
<CAPTION>
Name and Principal Fiscal Other Annual Restricted LTIP All Other
Position Year Salary Bonus Compensation Stock Awards Options(#) Payouts Compensation
--------------------- ------ ------- ------ -------------- ------------ ---------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul A. Rosinack 1996 $145,042 None (1) None 30,000 None None
President & CEO 1995 $146,200 None (1) None None None None
1994 $136,000 None (1) None 45,000 None None
</TABLE>
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(1) Amount does not exceed the lesser of $50,000 or 10% of total
salary and bonus.
1996 Fiscal Year-End Option Values
The following table provides information relating to the number and value
of employee options held by the Company's Chief Executive Officer at the end of
the 1996 fiscal year. The Chief Executive Officer did not exercise any options
during the 1996 fiscal year. None of the options were in-the-money at fiscal
year-end.
Number of
Unexercised Options
Name at Fiscal Year-End (#)
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Exercisable Unexercisable
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Paul A. Rosinack .............. 64,583 43,750
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Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, according to
information supplied to the Company regarding the number and percentage of
shares of the Company's Common Stock beneficially owned on September 1, 1996:
(i) by each person who is the beneficial owner of more than 5% of the Common
Stock; (ii) by each director (who is a nominee or continuing director); (iii) by
each executive officer named in the Summary Compensation Table and (iv) by all
directors and executive officers of the Company as a group.
Name of Amount and Nature Percentage of
Beneficial Owner of Beneficial Ownership(1) Shares Outstanding(1)
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S.R. One, Limited 2,283,941(2) 73.3
Bay Colony Executive Park
Suite 315
565 East Swedesford Road
Wayne, PA 19087
Michael Cuneo 11,957(3) *
c/o Howard Larson & Co.
Two Penn Center Plaza
Suite 140
Philadelphia, PA 19102
Paul A. Rosinack 71,270(4) 2.5
271 Great Valley Parkway
Malvern, PA 19355
Peter A. Sears
S.R. One, Limited 2,283,941(5) 73.3
Bay Colony Executive Park
Suite 315
565 East Swedesford Road
Wayne, PA 19087
R. Grady Rankin 77,183(6)(7) 2.7
c/o State Capital Resource
Center, Inc.
4010 Barrett Drive, Suite 205
Raleigh, NC 27609
Donald Lein, D.V.M., Ph.D. 14,986(7) *
Cornell University
Veterinary School
Diagnostic Laboratories
NY State College of
Veterinary Medicine
Ithaca, NY 14851-0786
Stephen Hartogensis 22,693(8) *
1070 Broadmoor Road
Bryn Mawr, PA 19010
All directors and executive officers 2,507,691(9) 77.0
as a group (seven persons)
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* Denotes less than 1%
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(1) Except as indicated in the footnotes to this table, the stockholders named
in this table have sole voting and investment power with respect to all
shares of Common Stock owned based upon information provided to the Company
by such stockholders. Includes shares issuable upon exercise of options and
warrants exercisable within 60 days of September 1, 1996.
(2) S.R. One, Limited ("S.R. One") is a wholly-owned subsidiary of SmithKline
Beecham plc, a publicly-owned health care company. Peter A. Sears, the
President of S.R. One, is a member of the Board of Directors of the
Company. Includes warrants to purchase 296,070 shares of Common Stock.
(3) Includes 9,600 shares issuable upon exercise of options and 2,236 issuable
upon exercise of warrants.
(4) Includes 69,270 shares issuable upon the exercise of options.
(5) Represents shares beneficially owned by S.R. One, of which Mr. Sears is
President. Mr. Sears disclaims beneficial ownership as to such shares.
(6) Includes 12,600 shares issuable upon the exercise of options held by Mr.
Rankin.
(7) Includes 12,600 shares issuable upon the exercise of options and 2,236
shares issuable upon exercise of warrants.
(8) Includes 13,457 shares issuable upon the exercise of options and 2,236
shares issuable upon exercise of warrants.
(9) Includes 439,258 shares issuable upon the exercise of options and warrants
and the shares referenced in footnote 6 above.
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Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fourth quarter of fiscal 1995, S.R. One, a principal
stockholder of the Company, advanced $400,000 to the Company under various
demand notes bearing interest at an annual rate of 11%.
On August 17, 1995, S.R. One invested an additional $850,000 less
expenses of $50,000 associated with the investment and converted the principal
balances of the demand notes plus accrued interest into 1,008,115 shares of the
Company's Common Stock at a price of $1.25 per share. Peter A. Sears, the
Chairman of the Board of Directors of the Company, is the president of S.R. One.
On December 22, 1995, the Company borrowed $500,000 from S.R. One
pursuant to a demand note bearing interest at prime plus two points.
On August 28, 1996, the Company borrowed $400,000 from S.R. One, which
included a $42,497 placement fee payable to S.R. One, pursuant to a demand note
bearing interest at prime plus two points.
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