<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended June 30, 1998
OR
( ) 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 0-28414
UROLOGIX, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1697237
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14405 21ST AVENUE NORTH, MINNEAPOLIS, MN 55447
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 475-1400
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
(1) COMMON STOCK, $.01 PAR VALUE.
(2) SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, 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-K or any amendment to this
Form 10-K. (X)
As of September 1, 1998, the aggregate value of the Company's Common Stock held
by non-affiliates of the Company was approximately $47.2 million based on the
last reported sales price on that date.
As of September 21, 1998, the Company had outstanding 11,258,133 shares of
Common Stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE.
None
<PAGE>
PART III
THE FOLLOWING ITEMS ARE AMENDED TO READ AS FOLLOWS:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
The current directors of the Company are listed below. Pursuant to the
terms of the Amended and Restated Articles of Incorporation of the Company,
directors are divided into three classes, with the term of one class expiring
each year. As the term of each class expires, the successors to the directors
in that class will be elected for a term of three years. The terms of Mr.
Momsen and Ms. Effland expire at the Annual Meeting of Shareholders following
fiscal 1998, the terms of Messrs. Meyer and Dann and Dr. Utz expire at the
Annual Meeting of Shareholders following fiscal 1999 and the terms of Messrs.
Benson and LaViolette expire at the Annual Meeting of Shareholders following
fiscal year 2000. Vacancies on the Board of Directors and newly created
directorships can be filled by vote of a majority of the directors then in
office.
PRINCIPAL OCCUPATION
NAME AND AGE AND OTHER DIRECTORSHIPS
- ------------ -----------------------
Janet G. Effland (50)......Ms. Effland has served as a director of the Company
since July 1994. Since 1988, Ms. Effland has been a
General Partner and Vice President of Patricof & Co.
Ventures, Inc. and currently serves as Managing
Director of Patricof & Co. Prior to joining Patricof
& Co., Ms. Effland was the managing director of a
portfolio of United States investments for CIN
Investment Company. Ms. Effland is also a director of
Focal, Inc., a manufacturer of synthetic, liquid
surgical sealants and several privately-held medical
companies.
Robert R. Momsen (51)......Mr. Momsen has served as a director of the Company
since December 1992. Since 1981, Mr. Momsen has been
a general partner of InterWest Partners, a venture
capital firm. Mr. Momsen is also a director of COR
Therapeutics, Inc., Coulter Pharmaceutical, Inc., and
Progenitor, Inc., each of which is a
biopharmaceutical company, Innovasive Devices, Inc.,
a tissue repair system company, Integ Incorporated, a
medical diagnostic company, ArthroCare Corporation, a
manufacturer of arthroscopic surgical equipment, and
several privately-held medical companies.
Buzz Benson (44)...........Mr. Benson has served as a director of the Company
since August 1992. Mr. Benson has been the Managing
Director of Piper Jaffray Ventures since November
1992 and is a Partner in the Piper Jaffray Healthcare
Funds, a series of venture capital funds focused on
investments in emerging companies in the healthcare
industry. From November 1988 to November 1992, Mr.
Benson was a Managing Director in the investment
banking department of Piper Jaffray Inc. Mr. Benson
is also a director of Exogen, Inc., a medical device
company, and several privately-held medical
companies.
2
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Paul A. LaViolette (41)....Mr. LaViolette has served as a director of the
Company since April 1996. Mr. LaViolette is a Senior
Vice President and Group President of Boston
Scientific Corporation. He joined Boston Scientific
Corporation in 1994 as President of Boston Scientific
International and in 1995 became Group President for
the Nonvascular Businesses, which includes
Microvasive Endoscopy and Microvasive Urology.
Previously, Mr. LaViolette was with C. R. Bard for
ten years, where he served as President of Bard's
USCI Division from 1993 to 1994 and its USCI
Angioplasty Division from 1991 to 1993.
Mitchell Dann (38).........Mr. Dann was a co-founder of the Company, has served
as a director since its inception in 1991 and served
as acting President from June 1993 to January 1994.
He became Chairman of the Board in March 1993. Mr.
Dann is currently President of M. Dann & Co., Inc., a
venture capital advisory firm. Prior to M. Dann &
Co., Mr. Dann co-founded and held the position of
Managing Partner at IAI Venture Capital Group, the
venture capital division of Investment Advisers, Inc.
Jack E. Meyer (55).........Mr. Meyer served as President and Chief Executive
Officer of the Company from January 1998 until
October 1998. Prior to joining Urologix, Mr. Meyer
served as President and Chief Executive Officer of
FiberOptic Sensor Technologies, Inc., a medical
device company, from March 1993 to January 1994. From
January 1992 to March 1993, Mr. Meyer was President
and Chief Executive Officer of Carelink, Inc., a
medical device company. From December 1982 to August
1991, Mr. Meyer held the positions of Chief Operating
Officer and Executive Vice President at Quest
Medical, Inc., a medical device company. Mr. Meyer is
a director of Bestway, Inc., a rental company.
David C. Utz, M.D. (74)....Dr. Utz has been a director of the Company since
September 1994. He is an emeritus consultant, Mayo
Clinic. Dr. Utz was Professor of Urology, Mayo
Medical School, and a consultant in urology from 1957
to 1988. He holds an M.D. degree from St. Louis
University School of Medicine and a M.S. degree in
Urology from the University of Minnesota. Dr. Utz has
served in many medical and professional urological
associations and received numerous prestigious awards
in the field of urology. He has been the author of
over 145 publications and 28 abstracts and
editorials.
Meetings. The Board of Directors met fourteen times during fiscal year
1998. Each current director attended at least seventy-five percent of the
meetings of the Board of Directors and Board committees on which the director
served.
Board Committee Meetings. The Compensation Committee, which is currently
comprised of Messrs. LaViolette and Momsen, is responsible for management of
compensation matters, including recommendations to the Board of Directors on
compensation arrangements for officers and incentive compensation for employees
of the Company. The Compensation Committee met three times in fiscal 1998.
3
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The Audit Committee, which is currently comprised of Messrs. Benson and
LaViolette and Ms. Effland, supervises the financial affairs of the Company and
generally reviews the scope and results of the audit and other services provided
by the Company's independent accountants and reports the results of their review
to the full Board and to management. The Audit Committee met twice in fiscal
1998.
The Company does not have a nominating committee. However, the Company's
Bylaws provide that a notice of proposed shareholder nominations for the
election of directors must be timely given in writing to the Secretary of the
Company prior to the meeting at which directors are to be elected. To be
timely, the notice must be given by such shareholder to the Secretary of the
Company not less than 60 days nor more than 90 days prior to a meeting date
corresponding to the previous year's Annual Meeting. The notice to the Company
from a shareholder who intends to nominate a person at the meeting for election
as a director must contain certain information about such shareholder and the
person(s) nominated by such shareholder, including, among other things, the name
and address of record of such shareholder, a representation that the shareholder
is entitled to vote at such meeting and intends to appear in person or by proxy
at the meeting, the name, age, business and residence addresses and principal
occupation of each nominee, such other information as would be required to be
included in a proxy statement soliciting proxies for the election of the
proposed nominee(s), and the consent of each nominee to serve as a director if
so elected. The Company may also require any proposed nominee to furnish other
information reasonably required by the Company to determine the proposed
nominee's eligibility to serve as director. If the presiding officer of a
meeting of shareholders determines that a person was not nominated in accordance
with the foregoing procedure, such person will not be eligible for election as a
director.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
NAME AGE POSITION
- ---- --- --------
Mitchell Dann........... 38 Chairman and Director
John P. Costello........ 43 Executive Vice President, Sales and Marketing
Wesley E. Johnson, Jr... 41 Vice President, Finance and Treasurer and
Secretary
David W. Powell......... 41 Vice President, Operations
W. Allen Putnam......... 51 Vice President, Regulatory and Quality
Rob J. ten Hoedt........ 38 Vice President - Europe
The following is a brief summary of the business experience of each of the
executive officers, except for Mr. Dann, who is described above.
Mr. Costello has served as Executive Vice President, Sales and Marketing for the
Company since February 1997. Prior to joining Urologix, Mr. Costello served as
Vice President of Sales and Marketing for FemRX,
4
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Inc. and Cardiovascular Imaging Systems, Inc. over the past four years. In
addition, Mr. Costello served as Vice President of Sales for the Critical
Care/Angioplasty division of Baxter Healthcare.
Mr. Johnson has been the Vice President of Finance and Chief Financial Officer
of Urologix since September 1995. He was also elected Secretary in March 1996
and elected Treasurer in December 1996. Prior to joining Urologix, Mr. Johnson
served as Vice President, Finance and Chief Financial Officer of Orthofix Inc.,
formerly American Medical Electronics, Inc., from December 1986 to September
1995.
Mr. Powell has served as Vice President, Operations for the Company since
September 1996. From 1991 through May 1996, Mr. Powell served in a variety of
positions of increasing responsibility with Gymania Corporation and certain
related companies including Playpal Inc. and Playpal Sales Corporation. Each of
the latter two companies was engaged in the business of international sales,
design and technical service of large commercial creative play structures.
During this time, Mr. Powell was asked to serve as President of Playpal Inc., a
financially troubled Florida corporation. Mr. Powell became President of
Playpal in approximately March 1995 and continued as its President until Paypal
filed a petition for Chapter 11 protection in approximately May 1996.
Subsequent to Mr. Powell's resignation, Playpal filed a petition for bankruptcy
under Chapter 7 in late 1996. From 1988 to 1991, Mr. Powell was Vice President,
Operations for Vitaphore Corporation, a medical device company. From 1990 to
1988, Mr. Powell held various positions with Baxter Healthcare and American
Hospital Supply Corporation.
Mr. Putnam has been Vice President, Regulatory and Quality for the Company since
October 1994 and was Vice President of Operations from December 1993 to October
1994. Before joining Urologix, Mr. Putnam served as President and Chief
Operating Officer of Uroplasty, Inc. from June 1992 to November 1993. Uroplasty
was a wholly-owned subsidiary of Bioplasty, Inc., a breast implant company. Mr.
Putnam also held the position of Vice President of Quality Assurance and
Regulatory Affairs at St. Jude Medical, Inc. from December 1989 to June 1992.
In addition, Mr. Putnam has held various positions at Bio-Vascular, Inc.,
Minnetonka, Inc., Hollister Corporation, and Baxter-Travenol Laboratories.
Mr. ten Hoedt has been Vice President - Europe for Urologix since February
1998. Prior to joining Urologix, Mr. ten Hoedt was employed by Medtronic
Interstim, serving as World-Wide Business Director and General Manager from 1996
to 1998 and Business Director, Europe from 1994 to 1996. Mr. ten Hoedt also
served as Marketing Manager Europe for Medtronic H.Q. Brussels from 1991 to
1994.
5
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
- --------- ----------------------
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending June 30, 1998, 1997
and 1996, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued to those years, to Jack E. Meyer, the Company's
President and Chief Executive Officer, and to each of the five other most highly
compensated executive officers of the Company in office at the end of fiscal
year 1998, whose total cash compensation exceeded $100,000 during fiscal year
1998 (together with Mr. Meyer, the "Named Executive Officers") in all capacities
in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION AWARDS
NAME AND FISCAL OTHER ANNUAL SECURITIES UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS (# SHARES)
- -------------------------------- ------ -------- ------- ------------ ----------------------
<S> <C> <C> <C> <C> <C>
Jack E. Meyer (2) 1998 $180,019 $22,500 -- --
President and 1997 175,000 22,096 -- 25,000
Chief Executive Officer 1996 157,500 13,452 -- 50,000
John P. Costello (3) 1998 149,667 41,931 -- 175,000(7)
Executive Vice President, 1997 62,500 -- $135,000 125,000
Sales and Marketing
Wesley E. Johnson, Jr. (4) 1998 127,025 13,496 -- 32,000
Vice President, Finance, 1997 118,334 18,194 -- --
Chief Financial Officer, 1996 83,417 -- 42,224 73,930
Treasurer and Secretary
Jonathan R. McGrath (5) 1998 156,496 11,266 -- 8,000
Vice President, Research and 1997 145,198 13,044 -- --
Development 1996 135,000 2,654 -- --
David W. Powell (6) 1998 131,730 12,423 -- 68,900(7)
Vice President, Operations 1997 105,414 18,777 -- 50,000
W. Allen Putnam 1998 116,151 9,945 -- 8,000
Vice President, Regulatory 1997 112,919 12,949 -- --
and Quality 1996 107,661 10,747 -- 24,290
</TABLE>
- ------------------
(1) None of the Named Executive Officers received an aggregate amount of
perquisites and other personal benefits exceeding $50,000 or 10% of the
officer's total annual salary and bonus for the fiscal year.
(2) Mr. Meyer resigned his position in October 1998.
(3) Mr. Costello began employment with the Company in February 1997. The fiscal
1997 Other Annual Compensation to Mr. Costello consisted of reimbursement of
relocation expenses.
(4) Mr. Johnson began employment with the Company in September 1995. The fiscal
1996 Other Annual Compensation to Mr. Johnson consisted of reimbursement of
relocation expenses.
(5) Mr. McGrath left employment with the Company in June 1998.
(6) Mr. Powell began employment with the Company in September 1996.
(7) Reflects options that were amended in fiscal 1998. See "Report on
Options Repricing."
6
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Option Grants
The following table contains information concerning the grant of stock
options under the Amended and Restated Urologix, Inc. 1991 Stock Option Plan to
the Named Executive Officers during the fiscal year ended June 30, 1998:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS ANNUAL RATES OF STOCK
GRANTED TO MARKET PRICE APPRECIATION
EMPLOYEES EXERCISE PRICE FOR OPTION TERM
OPTIONS IN FISCAL PRICE ON DATE EXPIRATION ----------------------
NAME GRANTED YEAR (1) PER SHARE OF GRANT DATE 5% 10%
- ----------------------- ------- ---------- -------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
John P. Costello 125,000 (1) 20.6% $ 8.813 $ 8.813 02/03/07 $607,357 $1,495,949
50,000 8.2% 8.1875 8.1875 05/15/08 225,700 555,910
Wesley E. Johnson Jr. 12,000 2.0% 18.00 18.00 07/14/07 135,841 344,248
20,000 3.3% 8.1875 8.1875 05/15/08 102,981 260,975
Jonathan R. McGrath 8,000 1.3% 18.00 18.00 07/14/08 90,561 229,499
David W. Powell 12,000 2.0% 18.00 18.00 07/14/07 135,841 344,248
10,000 1.7% 8.1875 8.1875 05/15/08 51,491 130,488
46,900 (1) 7.7% 8.813 8.813 07/19/06 197,347 472,679
W. Allen Putnam 8,000 1.3% 18.00 18.00 07/14/07 90,561 229,499
</TABLE>
(1) Reflects options that were amended in fiscal 1998. See "Report on Option
Repricing."
Option Exercises and Year-End Values
Stock options were exercised by the Named Executive Officers during the
fiscal year ended June 30, 1998. The following table sets forth certain
information regarding exercised and unexercised options held by each of the
Named Executive Officers at the end of the fiscal year ended June 30, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES AT FISCAL YEAR END
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
EXERCISE (#) REALIZED (1) OPTIONS AT JUNE 30, 1998 JUNE 30 1998 (2)
----------------- ----------------- ---------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack E. Meyer.............. 10,000 $196,000 116,406 78,126 $727,736 $240,473
John P. Costello........... -- -- 26,562 148,438 0 15,625
Wesley E. Johnson, Jr...... -- -- 39,307 60,373 265,377 185,248
Jonathan R. McGrath........ 85,000 632,438 27,290 0 0 0
David W. Powell............ -- -- 18,775 50,125 0 3,125
W. Allen Putnam............ -- -- 27,583 23,395 125,048 26,325
- ---------------------------
</TABLE>
7
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(1) Represents the difference between the fair market value of the shares on
the date of exercise and the exercise price multiplied by the number of
option shares exercised.
(2) The value of unexercised options is calculated by determining the
difference between the fair market value of the shares underlying the
options at June 30, 1998 and the exercise price of the options, times the
number of options outstanding. Fair market value was determined based on a
per share price of $8.50, which is the closing price for the Company's
common stock on June 30, 1998, the last trading day in the Company's fiscal
year.
COMPENSATION OF DIRECTORS
Under the terms of the Company' s 1991 Stock Option Plan, persons first
elected as non-employee directors of the Company receive options to purchase
10,000 shares at a price equal to fair market value on the date of grant. The
options vest over four years and expire ten years from the date of grant,
subject to earlier termination one year after the person ceases to be a director
of the Company. Each director is also reimbursed for expenses associated with
attending Board of Directors meetings. Non-employee directors are paid $1,000
per board meeting and $500 per committee meeting.
EMPLOYMENT AGREEMENTS
On January 26, 1994, the Company entered into an employment agreement with
Jack Meyer under which Mr. Meyer agreed to serve as the Chief Executive Officer
and President of the Company at a salary of $150,000 per year, with salary
increases subject to the discretion of the Company's Board of Directors. Mr.
Meyer's salary was set at $180,000 for fiscal year 1998. The Company also has
in place letter severance agreements with its other executive officers. Under
the terms of their respective agreements, the Company has agreed that, if the
employment of the executive officer is terminated without cause, the Company
will pay the executive officer's salary for a period of six months or until such
person has secured alternative employment, whichever occurs first.
8
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REPORT ON OPTION REPRICING
Over its history, the Company has believed that the granting of stock
options to employees has provided a significant incentive to the Company's
employees to align their interest with those of the Company's shareholders.
Substantially all the Company's employees have received options in the past. The
Company's policy has been to grant options to key employees on their starting
date, and grant additional options to employees based upon performance. Company
had outstanding options to purchase. On March 19, 1998, when the fair market
value of the Company's common stock was $8.813 per share, the Company's Stock
Option Committee reviewed the Company's outstanding options and determined that
the Company had a number of outstanding options at prices significantly above
market.
The Committee believed that because of the significant difference between
the price of the Company's stock and the exercise price of these options, it was
unlikely that these options will provide significant incentive for employees.
Accordingly, on March 19, 1998, the Company amended 122 option grants to
establish a new exercise price of $8.813 per share. The Committee believed that
it was the best interest of the Company to amend the options to reflect the new
exercise price because the re-priced options would provide an additional
incentive for employees and result in increased shareholder value. Other than
price, all terms of the stock options were unchanged.
The table below provides information with respect to such repricing which
was only incident of repricing of options of executive officers through June 30,
1998 since the Company became publicly held company.
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
NAME DATE SECURITIES MARKET PRICE EXERCISE NEW LENGTH OF ORIGINAL
OF UNDERLYING OF STOCK AT PRICE EXERCISE OPTION TERM
REPRICING NUMBER OF TIME OF AT TIME OF PRICE ($) REMAINING AT DATE OF
OPTIONS REPRICING OR REPRICING OR REPRICING OR
REPRICED OR AMENDMENT AMENDMENT AMENDMENT
AMENDED (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
John P. Costello 03/19/98 125,000 $8.813 $17.50 $8.813 8 years, 11 months
David W. Powell 03/19/98 46,900 $8.813 $13.375 $8.813 8 years, 6 months
Rob J. ten Hoedt 03/19/98 50,000 $8.813 $13.5625 $8.813 9 years, 11 months
</TABLE>
SUBMITTED BY THE COMPENSATION COMMITTEE
ROBERT R. MOMSEN PAUL A LAVIOLETTE
9
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table includes information as of September 1, 1998 concerning
the beneficial ownership of common stock of the Company by (i) the only
shareholders known to the Company to hold more than five percent of the common
stock of the Company, (ii) each of the directors of the Company, (iii) each of
the Named Executive Officers of the Company, and (iv) all directors and
executive officers of the Company as a group. Unless otherwise indicated, all
beneficial owners have sole voting and investment power over the shares held.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) BENEFICIALLY OWNED
- ------------------- ------------------ ------------------
<S> <C> <C>
John Reid 600,087 5.3%
195 Bunker Hill Avenue
Stratham NH 03885
Boston Scientific Corporation 587,500 5.2%
One Boston Scientific Place
Natick, MA 01670
Mitchell Dann 511,357(2) 4.6%
14405 21st Ave. No.
Minneapolis, MN 55447
Jack E. Meyer 251,386 2.2%
14405 21st Ave. No.
Minneapolis, MN 55447
Buzz Benson 8,207(3) *
Janet G. Effland 17,721 *
Paul A. LaViolette 592,500(4) 5.4%
Robert R. Momsen 21,227(5) *
David C. Utz, M.D. 30,000 *
John P. Costello 34,375 *
Wesley E. Johnson, Jr. 55,802 *
Jonathan R. McGrath 101,265 *
David W. Powell 28,150 *
W. Allen Putnam 74,892 *
All directors and executive officers
</TABLE>
10
<PAGE>
<TABLE>
<S> <C> <C>
as a group (13 persons) 1,631,817 13.6%
</TABLE>
- ----------------------------------
* Indicates ownership of less than one percent.
- -------------------
(1) Includes options to purchase the following number of shares, which are or
will become exercisable within 60 days of September 1, 1998: Mr. Dann,
5,000 shares; Mr. Meyer, 139,739 shares; Mr. Benson, 5,000 shares; Ms.
Effland, 5,000 shares; Mr. LaViolette, 5,000 shares; Mr. Momsen, 5,000
shares; Dr. Utz, 25,500 shares; Mr. Costello, 34,375 shares; Mr. Johnson
44,552 shares, Mr. McGrath 0 shares; Mr. Powell, 25,650 shares; Mr. Putnam
17,787 shares; and all directors and executive officers as a group,
312,603 shares.
(2) Includes 15,358 shares owned by M. Dann & Co. Profit Sharing Trust.
(3) Includes 3,207 shares owned individually by Mr. Benson.
(4) Includes 587,500 shares owned by Boston Scientific Corporation. Mr.
LaViolette is Senior Vice President and Group President of Boston
Scientific Corporation. Mr. LaViolette disclaims beneficial ownership of
shares held by Boston Scientific Corporation.
(5) Includes 16,227 shares owned by the Momsen Living Trust, of which Mr.
Momsen is a trustee.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------- ----------------------------------------------
In 1996, the Company entered into an international distribution agreement with
Boston Scientific Corporation ("Boston Scientific"). Under the agreement,
Boston Scientific was granted exclusive distribution rights for the Company's
Targis System in all countries outside the United States and Japan for a period
of five years ending in 2001. Prior to entering into this distribution
agreement, Boston Scientific made an equity investment in the Company and
currently holds approximately 5.2% of the Company' Common Stock. During the
year ended June 30, 1998, the Company sold $5,395,000 of product to Boston
Scientific. Paul A. LaViolette, a Senior Vice President and Group President of
Boston Scientific, is a director of the Company.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duty caused this amendment No 1 to 10-K
report to be signed on its behalf by the undersigned, thereunto duly authorized.
UROLOGIX, INC.
BY: /s/ MITCHELL DANN
--------------------------------------
MITCHELL DANN, CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND DIRECTOR
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 28, 1998.
SIGNATURE TITLE DATE
/s/ Mitchell Dann Chairman of the Board
- -------------------------
Mitchell Dann
* /s/ Jack E. Meyer Director
- -------------------------
Jack E. Meyer
/s/ Wesley E. Johnson, Jr. Vice President, Chief Financial
- ------------------------- Officer and Secretary
Wesley E. Johnson, Jr.
* /s/ Buzz Benson Director
- -------------------------
Buzz Benson
* /s/ Janet G. Effland Director
- -------------------------
Janet G. Effland
* /s/ Paul A. LaViolette Director
- -------------------------
Paul A. LaViolette
* /s/ Robert Momsen Director
- -------------------------
Robert Momsen
* /s/ David C. Utz, M.D. Director
- -------------------------
David C. Utz, M.D.
* /s/ Mitchell Dann
- -------------------------
By Mitchell Dann pursuant to
Power of Attorney
12
