<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form 10-KSB/A
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED).
For the fiscal year ended December 31, 1998.
/ / 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 0-19827
HYMEDIX, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 22-3279252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2245 Route 130, Suite 101, Dayton, New Jersey 08810
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (732) 274-2288
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(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 disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
State registrant's revenues for its most recent fiscal year: $1,651,665
The aggregate market value of the voting stock held by non-affiliates, based
upon the average of the bid and asked price of the Common Stock on March 26,
1999 as reported by The OTC Bulletin Board, was approximately $75,213. Shares of
Common Stock held by each officer and director and by each person who owns 5% or
more of the outstanding Common Stock have been excluded in that such persons may
be deemed to be affiliates for this purpose but not necessarily for other
purposes.
The number of shares of Common Stock outstanding as of March 26, 1999 was
5,713,500.
Transitional Small Business Disclosure Format (Check one):
Yes No X
--- ---
Documents Incorporated by Reference
None
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HYMEDIX, INC.
INDEX
Page No.
PART III
Item 10. Executive Compensation 4
Item 11. Security Ownership of Certain Beneficial Owners 6
and Management
Item 12. Certain Relationships and Related Transactions 9
SIGNATURES 10
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PART III
Item 10. Executive Compensation.
The table below sets forth certain compensation information for the fiscal year
ended December 31, 1998, 1997 and 1996 with respect to HYMEDIX, Inc.'s
("HYMEDIX's" or the "Company's") Chief Executive Officer.
HYMEDIX, INC.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Compensation Awards
------------
--------------------------------------- Securities
Name and Other Annual Underlying
Principal Compensation Options
Position Year Salary($) ($) (#)
--------- ---- --------- ------------ ----------
<S> <C> <C> <C> <C>
Charles K. Kliment, 1998 103,500 0 0
President and Chief 1997 74,196 0 0
Executive Officer 1996 95,500 0 4,000
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Number of Securities
Underlying Unexercised
Options at FY-End (#)
Exercisable/Unexercisable
- ----------------------------------------------------------------------------
Charles K. Kliment, 18,072/18,072
President and Chief
Executive Officer
The Company has no pension, retirement, annuity, savings or similar
benefit plan for its executive officers.
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Executive Employment and Related Agreements
Each of the Company's current and former employees and consultants
having access to its proprietary or technical information has executed a
confidentiality and invention assignment agreement with the Company.
As of January 1, 1998, HYMEDIX entered into a Consulting Agreement with
Dr. Vladimir A. Stoy, a Company Director (the "Stoy Consulting Agreement"),
pursuant to which Dr. Stoy will serve on HYMEDIX's Board of Directors and render
certain consulting services to HYMEDIX. Under the Stoy Consulting Agreement, Dr.
Stoy is to be available to render services to HYMEDIX from time to time and is
to receive consulting fees of $1,000 per diem for consulting services rendered.
The Stoy Consulting Agreement is terminable by HYMEDIX for cause, upon Dr.
Stoy's death or disability. The agreement may be terminated by Dr. Stoy for
cause or upon 30 days prior notice to HYMEDIX.
Director Stock Option Plan. On June 6, 1996, the Company's stockholders
approved the adoption of the Company's Director Stock Option Plan (the "Director
Plan"). The Director Plan is intended to provide nondiscretionary option grants
to independent Directors of the Company as follows: (1) to those persons already
serving on the Board and who are not employees, an option exercisable for 9,000
shares of the Company's Common Stock on the effective date of the Director Plan
and, for so long as service on the Board continues, an option of 2,000 shares of
the Company's Common Stock on each anniversary date thereof and (2) to those
persons joining the Board after the effective date of the Director Plan and who
are not employees, an option exercisable for 5,000 shares of the Company's
Common Stock on the date of election or appointment and, for so long as service
on the Board continues, an option for 2,000 shares of the Company's Common Stock
on each anniversary date of his or her joining the Company's Board, in each case
exercisable at fair market value and subject to certain provisions of
forfeiture. The Director Plan permits the grant of options to purchase up to an
aggregate of 50,000 shares of Common Stock, all of which were reserved for
grants under the Director Plan as of April 15, 1996.
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Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information as of March 31, 1999
regarding the beneficial ownership of the Company's Common Stock by: (a) all
those known by the Company to be beneficial owners of more than 5% of its Common
Stock; (b) all Directors; (c) each of the executive officers of the Company
named in the Summary Compensation Table; and (d) all executive officers and
Directors of the Company as a group:
<TABLE>
<CAPTION>
Name and Address Shares Beneficially
of Beneficial Owner Owned(1)
------------------- ---------------------------
Number Percentage
------ ----------
<S> <C> <C>
Kingston Technologies 1,384,551 24.23%
Limited Partnership (2)(3)
First Taiwan Investment 2,658,423 46.53%
Holding Inc. (4)(5)(6)
First Taiwan Venture 2,658,423 46.53%
Capital Inc. (4)(5)(7)
First Taiwan Investment and 2,658,423 46.53%
Development, Inc. (4)(5)(8)
Vladimir A. Stoy, Ph.D. (2)(3) 1,390,180 23.94%
William G. Gridley, jr. (2)(3) 1,452,065 25.01%
George P. Stoy (2)(3) 1,404,437 24.19%
Sheng-Hsiung Hsu (4)(5)(9) 2,658,423 46.53%
Dr. Hsia-Fu Chao (4)(5)(10) 2,658,423 46.53%
Shu-Jean Kuo Chou (4)(5)(11) 2,658,423 46.53%
Michael K. Hsu (4)(5)(12) 2,658,423 46.53%
John E. Bagalay Jr. (13) --- ---
Boston University
108 Bay State Road
Boston, MA
Edward H. Jennings, Ph.D. --- ---
The Ohio State University
154 W. 12th Street
Columbus, OH
</TABLE>
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<TABLE>
<S> <C> <C>
Charles K. Kliment (14) 18,072 *
321 Walnut Lane
Princeton, NJ
Joseph Mo (15) 430,048 6.67%
One Belleview Terrace
Princeton, NJ
All officers and Directors 4,136,003 71.23%
as a group (11 persons)
</TABLE>
* Less than one percent (1%).
(1) Shares of Common Stock subject to options or warrants exercisable as of
March 31, 1999 (or exercisable within 60 days after such date), are deemed
outstanding for purposes of computing the percentage ownership of the
person holding such option or warrant but are not outstanding for purposes
of computing the percentage of any other person. Unless otherwise
indicated in these footnotes, each stockholder has sole voting and
investment power with respect to the shares beneficially owned.
(2) Includes shares owned of record by Kingston Technologies Limited
Partnership ("KTLP"). The general partners of KTLP include Vladimir A.
Stoy, William G. Gridley, jr., George P. Stoy (each a Director of the
Company) and Oak II, Inc., a corporation controlled by such Directors.
Each of Vladimir A. Stoy, William G. Gridley, jr., and George P. Stoy
exercises shares voting and investment power with respect to the shares of
Common Stock of the Company held by KTLP and disclaims beneficial
ownership of such shares except to the extent of his partnership interest
in KTLP. Also gives effect to the exercise by Research Corporation
Technologies, Inc., a Delaware nonprofit corporation ("RCT") and a
stockholder of HYMEDIX, of its right to require KTLP to transfer and
assign without further consideration, that number of shares of HYMEDIX
Common Stock (166,271 shares) to make RCT's total holding of HYMEDIX
Common Stock equal to 5% of HYMEDIX's outstanding Common Stock on a
modified fully diluted basis (excluding shares reserved for issuance upon
exercise of options granted under the HYMEDIX Stock Option Plan and
conversion of HYMEDIX Series A Redeemable Preferred Stock) upon the
effective date of the Company's Registration Statement on Form SB-2
(effective August 12, 1995).
(3) The business address of each of these persons is c/o HYMEDIX, Inc., 2245
Route 130, Dayton, New Jersey 08810.
(4) The business address of each of these persons is 13th Floor, 563 Chung
Hsiao East Road, Section 4, Taipei, Taiwan 10516.
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(5) Consists of the following:
<TABLE>
<S> <C>
* shares owned of record by First Taiwan Investment Holding Inc. ("FTIHI") 607,245
* shares owned of record by First Taiwan Venture Capital Inc. ("FTVC") 2,150,158
* shares owned of record by First Taiwan Investment and 2,559,343
Development, Inc. ("FTIDI")
---------
Total 5,316,746
</TABLE>
Based on a Schedule 13D dated as of February 23, 1994 filed by FTIHI, FTVC,
FTIDI and Dr. Chao, such persons may be deem to form collectively a "group" and
each of such persons may be deemed to share voting power with each other with
regard to the foregoing shares. Dr. Chao, in his capacity as Chairman of FTIHI,
may also be deemed to share dispositive power over the shares of Common Stock
owned of record by or issuable to FTIHI.
(6) FTIHI disclaims beneficial ownership as to 607,345 of such shares.
(7) FTVC disclaims beneficial ownership as to 2,150,158 of such shares.
(8) FTIDI disclaims beneficial ownership as to 2,559,343 of such shares.
(9) Mr. Hsu is Chairman of FTVC. Mr. Hsu disclaims beneficial ownership of all
such shares, except to the extent of his investment interest therein.
(10) Dr. Chao is Chairman of FTIHI. Dr. Chao disclaims beneficial ownership of
all such shares, except to the extent of his investment interest therein.
(11) Ms. Chou is a Director of FTIHI. Ms. Chou disclaims beneficial ownership
of all such shares, except to the extent of her investment interest
therein.
(12) Mr. Hsu is a Director of FTVC and until June 1995, was Executive
Vice-President of each of FTIHI, FTVC and FTIDI. Mr. Hsu disclaims
beneficial ownership of all such shares, except to the extent of his
investment interest therein.
(13) Mr. Bagalay is Managing Director of the Community Development Fund of
Boston University. Mr. Bagalay disclaims beneficial ownership of all such
shares.
(14) Includes 18,072 shares of Common Stock that Mr. Kilment has the right to
acquire upon the exercise of stock options.
(15) Includes 430,048 shares of Common Stock that Mr. Mo has the right to
acquire upon the exercise of a warrant.
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Item 12. Certain Relationships and Related Transactions.
In April 1996, the Company issued convertible bonds in the
aggregate principal amount of approximately $981,000 (the "June Bonds") pursuant
to a Convertible Bond Purchase Agreement effective February 27, 1996, by and
among the Company, HYMEDIX International, First Taiwan Investment and
Development, Inc. and the Purchasers (as defined therein). The June Bonds bear
interest at a rate of 7% per annum and matured (after being extended) on
December 31, 1997. The June Bonds are convertible in whole or in part at any
time prior to payment or prepayment into one thousand (1,000) shares of common
stock of the Company for each one thousand dollars ($1,000) of principal amount
outstanding. Interest on the June Bonds is payable at maturity or upon
prepayment or conversion thereof.
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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.
HYMEDIX, INC.
(Registrant)
Date: April 30, 1999 By: /s/ Charles K. Kliment, Ph.D.
-----------------------------
Charles K. Kliment, Ph.D.
President (Principal Executive Officer)
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
By: /s/ Charles K. Kliment President, (Principal Executive April 30, 1999
Charles K. Kliment Officer)
By: /s/ William G. Gridley, Jr. Chairman, Chief Financial April 30, 1999
William G. Gridley, Jr. Officer (Secretary, Treasurer,
Principal Financial Officer
and Principal Accounting
Officer); Director
By: /s/ Vladimir A. Stoy Director April 30, 1999
--------------------
Vladimir A. Stoy
By: /s/ George P. Stoy Director April 30, 1999
--------------------
George P. Stoy
By: /s/ John E. Bagalay, Jr. Director April 30, 1999
--------------------
John E. Bagalay, Jr.
By: /s/ Edward H. Jenning Director April 30, 1999
--------------------
Edward H. Jennings
By: /s/ Sheng-Hsiung Hsu Director April 30, 1999
--------------------
Sheng-Hsiung Hsu
By: /s/ Dr. Hsia-Fu Chao Director April 30, 1999
--------------------
Dr. Hsia-Fu Chao
By: /s/ Shu-Jean Kuo Chou Director April 30, 1999
--------------------
Shu-Jean Kuo Chou
By: /s/ Michael K. Hsu Director April 30, 1999
--------------------
Michael K. Hsu
</TABLE>
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