UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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[X] Annual Report Pursuant to
Section 13 or 15(d) of The
Securities Exchange Act of 1934 [Fee
Required] For the fiscal year ended
December 31, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 [No Fee
Required]. For the transition period from to
Commission file number 0-19819
biosys, inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2878645
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10150 Old Columbia Road, Columbia, Maryland 21046
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(Address of principal executive offices) (Zip Code)
410-381-3800
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title of Class)
Indicate by checkmark 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 the
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]
The aggregate market value of the voting stock held by non affiliates of
the Registrant was approximately $37,600,000 based on the closing sales price of
the Company's Common Stock, as reported on the Nasdaq National Market on
February 29, 1996. 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. This determination
of affiliated status is not necessarily a conclusive determination for other
purposes.
The number of outstanding shares of the Registrant's Common Stock as of
February 29, 1996 was 5,598,961, after giving effect to a one for two and
one-half reverse stock split effective March 15, 1996.
This report contains 7 pages. There is one exhibit to this Form 10-K/A.
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<PAGE>
PART IV
The Registrant hereby amends Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K, to read in full as follows:
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
A. The following documents are filed as part of this report:
Form 10-K
1. CONSOLIDATED FINANCIAL STATEMENTS Page Number
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Consolidated Balance Sheet at December 31, 1995 and 1994 ..... F-1
Consolidated Statement of Operations for the three years ended
December 31, 1995 ......................................... F-2
Consolidated Statement of Cash Flows for the three years ended
December 31, 1995 ......................................... F-3
Consolidated Statement of Shareholders' Equity for the three
years ended December 31, 1995 ............................. F-4
Notes to Consolidated Financial Statements ................... F-5 - F-18
Report of Independent Accountants ............................ F-19
2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
II. Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable
or the required information is shown in the consolidated
financial statements or notes thereto.
3. EXHIBITS
2.1 Asset Purchase Agreement among biosys,inc., AgriSense, Provesta
Corporation and Dow Corning Enterprises, Inc., dated April 30,
1993. (6)
2.2 Agreement and Plan of Merger dated as of December 8, 1994 among
biosys, inc., CGI Merger Co., Inc. and Crop Genetics
International Corporation. (9), (10)
2.3 Agreement and Plan of Merger dated as of April 28, 1995 among
biosys, inc., Ag Merger Company, Inc., and AgriDyne Technologies,
Inc. (13)
2.4 Amendment to Agreement and Plan of Merger, dated August 1, 1995,
among biosys, inc., Ag Merger Company, Inc., and AgriDyne
Technologies, Inc. (16)
2.5 Second Amendment to Agreement and Plan of
Merger, dated October 30, 1995, among biosys, inc., Ag Merger
Company, Inc., and AgriDyne Technologies, Inc. (16)
2.6 Third Amendment to Agreement and Plan of Merger, dated November
16, 1995, among biosys, inc., Ag Merger Company, Inc. and
AgriDyne Technologies, Inc. (16)
2.7 Fourth Amendment to Agreement and Plan of Merger, dated December
29, 1995, among biosys, inc., Ag Merger Company, Inc. and
AgriDyne Technologies, Inc. (16)
3.1 Agreement and Plan of Merger, dated May 11, 1994, containing the
Certificate of Incorporation of biosys, inc. (8)
3.2 Bylaws of biosys, inc. (8)
3.3 Certificate of Amendment of Certificate of Incorporation of
biosys, inc., filed March 30, 1995. (16)
3.4 Certificate of Amendment of Certificate of Incorporation of
biosys, inc., filed March 15, 1996.
3.5 Certificate of Designation of Preferences and Rights of Series A
Preferred Stock of biosys, inc., filed March 22, 1996.
4.1 Series C Preferred Stock Purchase Agreement between biosys, inc.
and certain investors dated December 23, 1991. (1)
10.1 Master Lease Agreement dated August 14, 1991 between biosys, inc.
and Western Technology Investment and various amendments to the
Master Lease Agreement. (1)
10.2 Master Lease Agreement dated December 29, 1988 between biosys,
inc. and John Hancock Leasing and various amendments to the
Master Lease Agreement. (1)
10.3 Private Label Marketing Agreement dated August 7, 1991 between
biosys, inc. and Chevron Chemical Company. (1), (2)
10.4 Private Label Marketing Agreement dated March 26, 1991 between
biosys, inc. and CIBA-GEIGY Corporation. (1), (2)
10.5 Description of biosys' Sales Incentive Compensation Arrangements.
(1)
10.6 Form of Director and Officer Indemnification Agreement. (1)
10.7 Distribution Agreement dated January 14, 1991 between biosys,
inc. and Dr. R. Maag. (1), (2)
10.8 Toll Manufacturing Agreement dated December 9, 1991 between
biosys, inc. and Archer-Daniels-Midland Company. (1), (2)
10.9 Director and Consulting Agreement between biosys, inc. and Thomas
Parton dated July 9, 1991. (1)
10.10 Director and Consulting Agreement between biosys, inc. and Dr.
Alexander Cross, D.Sc. dated January 30, 1990. (1)
10.11 biosys First Amended and Restated 1987 Stock Option Plan. (3)
10.12 Exclusive Marketing Agreement dated April 6, 1992 between biosys,
inc. and CIBA-GEIGY Limited. (4), (5)
10.13 Joint Development Agreement effective October 1, 1992 between
biosys, inc. and Sandoz Agro, Inc. (4), (5)
10.14 Contract Manufacturing Agreement dated December 2, 1993, between
biosys, inc. and Archer-Daniels-Midland Company. (4), (7)
10.15 Master Equipment Lease Agreement dated as of December 21, 1994,
between biosys, inc. and Venture Lending and Leasing, Inc. (10)
10.16 Lease Schedule No. 8-001 to Master Equipment Lease Agreement
dated December 23, 1994 between biosys, inc. and Venture Lending
and Leasing, Inc. (10)
10.17 Warrant dated December 23, 1994 from biosys, inc. to Venture
Lending and Leasing, Inc. (10)
10.18 Security Agreement dated December 21, 1994, by biosys, inc. in
favor of Venture Lending and Leasing, Inc. (10)
10.19 Trademark Collateral Assignment dated December 21, 1994, between
biosys, inc. and Venture Lending and Leasing, Inc. (10)
10.20 Patent Collateral Assignment dated December 21, 1994, between
biosys, inc. and Venture Lending and Leasing, Inc. (10)
10.21 Letter dated December 23, 1994, between Imperial Bank and biosys,
inc. (10)
10.22 Letter dated December 20, 1994 between biosys, inc. and Sandoz
Agro, Inc. (10)
10.23 Letter to biosys, inc. from Joseph W. Kelly dated December 7,
1994. (10)
10.24 Letter to biosys, inc. from Peter S. Carlson dated December 7,
1994. (10)
10.25 Letter to biosys, inc. from James H. Davis dated December 6,
1994. (10)
10.26 Proposal Letter dated March 21, 1995, between biosys, inc. and
Imperial Bank. (11)
10.27 Security and Loan Agreement dated January 30, 1995, between
biosys, inc. and Imperial Bank. (11)
10.28 Warrant to Purchase Stock dated January 26, 1995, between biosys,
inc. and Imperial Bank. (11)
10.29 General Security Agreement dated January 30, 1995, between
biosys, inc. and Imperial Bank. (11)
10.30 biosys, inc. Second Amended and Restated 1987 Stock Option Plan,
as amended December 7, 1994. (11)
10.31 Agreement, dated March 31, 1995, between biosys, inc. and Joseph
W. Kelly. (11)
10.32 Agreement, dated March 31, 1995, between biosys, inc. and
Peter S. Carlson (11).
10.33 Agreement, dated March 31, 1995, between biosys, inc. and James
H. Davis. (11).
10.34 Amendment #1 to Master Equipment Lease Agreement dated March 29,
1995, between biosys, inc. and Venture Lending and Leasing, Inc.
(11)
10.35 Amendment #2 to Master Equipment Lease Agreement dated May 30,
1995, between biosys, inc. and Venture Lending and Leasing, Inc.
(12)
10.36 Modification Agreement dated May 26, 1995, between biosys, inc.,
Crop Genetics International Corporation, Maryland Industrial
Development Financing Authority, and the First National Bank of
Maryland. (12)
10.37 Guaranty Agreement dated May 26, 1995, between biosys, inc., Crop
Genetics International Corporation, Maryland Industrial
Development Financing Authority, and the First National Bank of
Maryland. (12)
10.38 Pledge and Security Agreement dated May 26, 1995, between biosys,
inc., Crop Genetics International Corporation, Maryland
Industrial Development Financing Authority, and the First
National Bank of Maryland. (12)
10.39 Amendment #3 to Master Equipment Lease Agreement dated July 25,
1995, between biosys, inc., and Venture Lending and Leasing, Inc.
(15)
10.40 Amendment #1 to the Security and Loan Agreement dated July 21,
1995 between biosys, inc., and Imperial Bank. (15)
10.41 Amendment #2 to the Security and Loan Agreement dated September
13, 1995 between biosys, inc., and Imperial Bank. (15)
10.42 Warrant dated September 1, 1995, from biosys, inc. to Imperial
Bank. (15)
10.43 Security and Loan Agreement, dated September 15, 1995, between
biosys, inc. and Imperial Bank. (15)
10.44 Second Modification Agreement dated October 2, 1995, between
biosys, inc., Crop Genetics International Corporation, Maryland
Industrial Development Financing Authority, and the First
National Bank of Maryland. (15)
10.45 Agreement, dated September 15, 1995, between biosys, inc. and
Zeneca Limited. (4)(15)
10.46 Amendment #3 to the Security and Loan Agreement and Warrant
Agreement dated November 14, 1995 between biosys, inc. and
Imperial Bank. (16)
10.47 Form of Convertible Promissory Note dated November 10, 1995. (16)
10.48 Placing Agreement dated November 14, 1995, between biosys, inc.
and Index Security S.A. (16)
10.49 Amendment #4 to Master Equipment Lease Agreement dated November
14, 1995 between biosys, inc. and Venture Lending and Leasing,
Inc. (16)
10.50 Supply and Marketing Agreement dated November 7, 1995 between
biosys, inc. and International Specialty Products. (16)
10.51 Common Stock Purchase Agreement dated December 22, 1995 among
biosys, inc. and certain investors. (16)
10.52 Amendment #4 to the Security and Loan and Warrant Agreement dated
December 20, 1995 between biosys, inc. and Imperial Bank. (16)
10.53 Amendment #5 to the Master Equipment Lease Agreement dated
December 20, 1995 between biosys, inc. and Venture Lending and
Leasing, Inc. (16)
10.54 Letter Agreement dated as of November 30, 1995 among Crop
Genetics International Corporation, biosys, inc., Maryland
Industrial Development Financing Authority, and the First
National Bank of Maryland. (16)
10.55 Letter Agreement dated as of December 5, 1995 among Crop Genetics
International Corporation, biosys, inc., Maryland Industrial
Development Financing Authority and the First National Bank of
Maryland. (16)
10.56 Form of Regulation D Subscription Agreements entered into March
22, 1996 between biosys, inc. and the investors executing such
Agreements (the "Investors).
10.57 Form of Registration Rights Agreement, entered into March 22,
1996, among biosys, inc., Swartz Investments, LLC and the
Investors. (17)
10.58 Warrants, dated March 21, 1996 from biosys, inc. to certain
holders named therein. (17)
10.59 Letter Agreement dated as of January 31, 1996 among Crop Genetics
International Corporation, biosys, inc., Maryland Industrial
Development Financing Authority, and the First National Bank of
Maryland. (17)
10.60 Letter Agreement dated as of March 15, 1996, among Crop Genetics
International Corporation, biosys, inc., Maryland Industrial
Development Financing Authority, and the First National Bank of
Maryland. (17)
10.61 Amendment #5 to the Security and Loan and Warrant Agreement dated
February 9, 1996, between biosys, inc. and Imperial Bank. (17)
10.62 Amendment #6 to the Security and Loan and Warrant Agreement dated
March 12, 1996, between biosys, inc. and Imperial Bank. (17)
10.63 Amendment #6 to the Master Equipment Lease Agreement dated
January 15, 1996, between biosys, inc. and Venture Lending and
Leasing, Inc. (17)
10.64 Amendment #7 to the Master Equipment Lease Agreement dated
February 29, 1996, between biosys, inc. and Venture Lending and
Leasing, Inc. (17)
11.1 Statement regarding computation of net loss per share.
21.1 Subsidiaries of biosys. (17)
99.1 Joint Proxy Statement/Prospectus dated February 14, 1996.
99.2 Independent Auditors Report of Earnst & Young LLP dated January
27, 1995.
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(1) Filed as an exhibit to biosys' Registration Statement on Form S-1 (No.
33-45100 filed January 15, 1992), and incorporated herein by
reference.
(2) Portions of this exhibit have been omitted (which omissions have been
circled in the filed exhibits) and filed separately with the
Commission along with a request for confidential treatment of such
portions pursuant to Rule 406 under the Securities Act of 1933, as
amended.
(3) Compensatory Plan.
(4) Portions of this exhibit have been omitted (which omissions have been
circled in the filed exhibits) and filed separately with the
Commission along with a request for confidential treatment of such
portions pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
(5) Filed as an exhibit to biosys' Annual Report on Form 10-K filed with
the Commission on March 31, 1993, and incorporated herein by
reference.
(6) Filed as an exhibit to biosys' current Report on Form 8-K filed with
the Commission on May 13, 1993, and incorporated herein by reference.
(7) Filed as an exhibit to biosys' Annual Report on Form 10-K filed with
the Commission on March 30, 1994, and incorporated herein by
reference.
(8) Filed as an exhibit to biosys' Form 10-Q filed with the Commission on
August 10, 1994, and incorporated herein by reference.
(9) Filed as an exhibit to biosys' Current Report on Form 8-K, filed with
the Commission on December 20, 1994, and incorporated herein by
reference.
(10) Filed as an exhibit to biosys' Registration Statement on Form S-4 (No.
33-89498) filed with the Commission on February 13, 1995, and
incorporated herein by reference.
(11) Filed as an exhibit to biosys' Annual Report on Form 10-K filed with
the Commission on March 31, 1995, and incorporated herein by
reference.
(12) Filed as an exhibit to biosys' Form 10-Q filed with the Commission on
May 12, 1995, and incorporated herein by reference.
(13) Filed as an exhibit to biosys' Current Report on Form 8-K, filed with
the Commission on May 5, 1995, and incorporated herein by reference.
(14) Filed as an exhibit to biosys' Form 10-Q filed with the Commission on
August 14, 1995, and incorporated herein by reference.
(15) Filed as an exhibit to biosys' Form 10-Q filed with the Commission on
November 14, 1995, and incorporated herein by reference.
(16) Filed as an exhibit to biosys' Registration Statement on Form S-4 (No.
33-00496) filed with the Commission on February 13, 1996, and
incorporated herein by reference.
B. REPORTS ON FORM 8-K:
There were no reports on Form 8-K filed during the quarter ended
December 31, 1995.
C EXHIBITS:
See Item 14(A) above.
D. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:
See Item 14(A) (2) above.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbia,
State of Maryland, on June 5, 1996.
By: /s/ Michael R.N. Thomas
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Michael R.N. Thomas
Vice President and Chief Financial Officer,
and Secretary/Treasurer
(Principal Financial and Accounting Officer)
<PAGE>
Exhibit 99.2
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Crop Genetics International Corporation:
We have audited the accompanying balance sheets of Crop Genetics
International Corporation as of December 31, 1993 and 1994, and the related
statements of operations, cash flows, and stockholders' equity for each of the
three years in the period ended December 31, 1994. 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 Crop Genetics
International Corporation at December 31, 1993 and 1994, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1994 in conformity with generally accepted accounting principles.
As discussed in Note 4 to the financial statements, in 1993 the Company
changed its method of accounting for income taxes.
Washington, D.C. Ernst & Young LLP
January 27, 1995
