SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1999
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 0-19879
BIOSPECIFICS TECHNOLOGIES CORP.
(Name of small business issuer in its charter)
<TABLE>
<CAPTION>
Delaware 11-3054851
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<S> <C>
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
35 Wilbur Street, Lynbrook, New York 11563
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(Address of principal executive offices) (Zip Code)
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Issuer's telephone number, including area code: (516) 593-7000
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Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
-----------------------------
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 __
Check if there is no disclosure of delinquent filers in response
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. [ ]
Issuer's revenues for its most recent fiscal year were
$7,062,000. The aggregate market value of common voting stock held by
non-affiliates of the Issuer was approximately $5,530,000 computed by reference
to the last sale price at which the stock was sold on April 14, 1999 as reported
by Nasdaq. As of April 14, 1999, 4,565,866 shares of common stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required in Part III by Items 9, 10, 11, and 12
is incorporated by reference to the Registrant's proxy statement in connection
with the 1999 annual meeting of shareholders, which will be filed by the
Registrant within 120 days after the close of its fiscal year.
1
<PAGE>
PART IV
ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.
(a) Exhibits Filed
Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation
of Registrant, as amended. (Previously filed with
Registrant's Registration Statement on Form S-18
"Registration Statement" and incorporated herein by
reference.)
Exhibit 3.2 Registrant's by-laws as amended. (Previously filed as
Exhibit 3.2 and 3.2(a) to Registrant's Registration
Statement and incorporated herein by reference.)
Exhibit 4.1 Copy of Promissory Note executed by Edwin H. Wegman
in favor of Advance Biofactures Corporation. (Previously
filed as Exhibit 28.1 to Registrant's Registration
Statement and incorporated herein by reference.)
Exhibit 4.2 Copy of Promissory Note executed by Edwin H. Wegman in
favor of Sherman C. Vogel and Clarification of Loan
executed by Edwin H. Wegman, Sherman C. Vogel, and
Advance Biofactures Corporation. (Previously filed as
Exhibit 28.2 to Registrant's Registration Statement and
incorporated herein by reference.)
Exhibit 4.3 Copy of Promissory Note executed by Advance Biofactures
Corporation in favor of Myron E. Wegman. (Previously
filed as Exhibit 28.3 to Registrant's Registration
Statement and incorporated herein by reference.)
Exhibit 10.1 Form of 1991 Stock Option Plan of the Registrant.
(Previously filed as Exhibit 10.1 to Registrant's
Registration Statement and incorporated herein by
reference.)
Exhibit 10.2 Form of 1993 Stock Option Plan of Registrant. (Previously
filed on the Registrant's Form S-8 Registration No.
33-95116 dated August 27, 1995 and incorporated herein by
reference.)
Exhibit 10.3 Copy of Agreement between Advance Biofactures Corporation
and Knoll Pharmaceutical Company, without exhibits.
(Previously filed as exhibit 10.3 to Registrant's 10-KSB
for the year ended January 31, 1995 and incorporated
herein by reference.)
Exhibit 10.4 Copy of Lease between Advance Biofactures Corporation and
the Wilbur Street Corporation. (Previously filed as
exhibit 10.4 to Registrant's 10-KSB for the year ended
January 31, 1998 and incorporated herein by reference.)
Exhibit 10.5 Copy of Lease between the Curacao Industrial and
International Trade Development Company (Curinde) N.V.
and Advance Biofactures Corporation of Curacao, N.V.
(English translation). (Previously filed as Exhibit 10.5
to Registrant's Registration Statement and incorporated
herein by reference.)
Exhibit 10.6 Copy of Agreement between Advance Biofactures of Curacao,
N.V. and a Swiss company regarding a license for
Nucleolysin(R) for Switzerland and Italy, without
exhibits. (Previously filed as Exhibit 10.7 to
Registrant's Registration Statement and incorporated
herein by reference.)
Exhibit 10.7 Copy of Agreement between Advance Biofactures Corporation
and Bernard J. Sussman, as amended. (Previously filed as
Exhibit 10.8 to Registrant's Registration Statement and
incorporated herein by reference.)
Exhibit 10.8 Copy of Agreement between Advance Biofactures of Curacao,
N.V. and physician regarding testing of Nucleolysin(R).
(Previously filed as Exhibit 10.9 to Registrant's
Registration Statement and incorporated herein by
reference.)
2
<PAGE>
Exhibit 10.9 Form of Financial Consulting Agreement between the
Company and S.D. Cohn & Co., Inc.
Exhibit 10.10 Copy of Agreement between Bio-Specifics N.V. (a
wholly-owned subsidiary of Advance Biofactures of
Curacao, N.V.) and Sheldon R. Pinnell, MD. (Previously
filed as Exhibit 10.17 to Registrant's Registration
Statement and incorporated herein by reference.)
Exhibit 10.11 Copy of Employment Agreement with Dr. Rainer Friedel
(English summary attached). (Previously filed as exhibit
10.18 to Registrant's 10-KSB for the year ended January
31, 1996 and incorporated herein by reference.)
Exhibit 10.12 Copy of agreement to extend expiration of Underwriter's
warrants and Assignee of Warrants among Registrant, S.D.
Cohn & Co., and John C. Dello- Iacono. (Previously filed
as exhibit 10.19 to Registrant's 10-KSB for the year
ended January 31, 1996 and incorporated herein by
reference.)
Exhibit 10.13 Copy of Collagenase ABC license agreement between Advance
Biofactures of Curacao, N.V. and an Italian company,
without exhibits. (Previously filed as exhibit 29.1 to
Registrant's 10-KSB for the year ended January 31, 1995
and incorporated herein by reference.)
Exhibit 10.14 Copy of Collagenase ABC license agreement between Advance
Biofactures of Curacao, N.V. and a Swiss company, without
exhibits. (Previously filed as exhibit 29.2 to
Registrant's 10-KSB for the year ended January 31, 1995
and incorporated herein by reference.)
Exhibit 10.15 Copy of Promissory Note executed by Edwin H. Wegman in
favor of Advance Biofactures Corp. (Previously filed as
exhibit 29.3 to Registrant's 10-KSB for the year ended
January 31, 1995 and incorporated herein by reference.)
Exhibit 10.16 Copy of Consulting Agreement between BioSpecifics
Technologies Corp. and Stephen A. Vogel. (Previously
filed as exhibit 10.23 to Registrant's 10-KSB for the
year ended January 31, 1998 and incorporated herein by
reference.)
Exhibit 10.17 Form of 1997 Stock Option Plan of Registrant. (Previously
filed on the Registrant's Form S- 8 Registration No.
333-36485 dated September 26, 1997 and incorporated
herein by reference.)
Exhibit 22 Subsidiaries of the Registrant. (Previously filed as
exhibit 22 to Registrant's 10-KSB for the year ended
January 31, 1996 and incorporated herein by reference.)
Exhibit 23.1 Consent of KPMG LLP.
Exhibit 27.1 Financial Data Schedule*
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* Filed herewith
(b) Reports on Form 8-K
None.
3
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BIOSPECIFICS TECHNOLOGIES CORP.
(Registrant)
Date: May 17, 1999 By: /s/Edwin H. Wegman
---------------------------------------
Edwin H. Wegman, Chairman and President
In accordance with the Securities 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.
<TABLE>
<CAPTION>
<S> <C> <C>
Edwin H. Wegman Chairman of the Board, President and May 17, 1999
--------------------- Director (Principal Executive Officer)
Edwin H. Wegman
May 17, 1999
Albert Horcher Secretary, Treasurer, Principal Financial
--------------------- and Chief Accounting Officer
Albert Horcher
May 17, 1999
Thomas L. Wegman Executive Vice President and Director
--------------------
Thomas L. Wegman
May 17, 1999
Paul A. Gitman, MD. Director
--------------------
Paul A. Gitman, MD.
May 17, 1999
Henry Morgan Director
--------------------
Henry Morgan
May 17, 1999
Sherman C. Vogel Director
--------------------
Sherman C. Vogel
May 17, 1999
Rainer Friedel Director
--------------------
Rainer Friedel
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> JAN-31-1999
<CASH> 5,086,725
<SECURITIES> 2,102,951
<RECEIVABLES> 1,202,003
<ALLOWANCES> 0
<INVENTORY> 1,488,525
<CURRENT-ASSETS> 135,622
<PP&E> 3,160,064
<DEPRECIATION> 2,446,348
<TOTAL-ASSETS> 11,376,543
<CURRENT-LIABILITIES> 1,445,976
<BONDS> 0
0
0
<COMMON> 4,891
<OTHER-SE> 11,401,516
<TOTAL-LIABILITY-AND-EQUITY> 11,376,543
<SALES> 7,061,884
<TOTAL-REVENUES> 7,061,884
<CGS> 2,250,945
<TOTAL-COSTS> 2,250,945
<OTHER-EXPENSES> 2,050,049
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,983
<INCOME-PRETAX> 1,419,508
<INCOME-TAX> 139,300
<INCOME-CONTINUING> 1,239,708
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,239,708
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
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