<PAGE> 1
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 1996
Commission File No. 0-24676
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2505723
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1150 ELIJAH MC COY DRIVE, DETROIT, MICHIGAN 48202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313) 871-8400
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 [ ]
Common Stock outstanding at August 8, 1996: 7,842,106 shares
The Exhibit Index is located on page 15
--
The total number of pages is 16
--
<PAGE> 2
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
- - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash and cash equivalents $ 286,202
Accounts receivable, net of allowances of $65,000 204,223
Inventories 305,357
Prepaid expenses and deposits 241,120
----------
TOTAL CURRENT ASSETS 1,036,902
----------
PROPERTY, PLANT AND EQUIPMENT - AT COST
Buildings and improvements 6,682,725
Equipment 3,795,087
Furniture and fixtures 156,908
----------
Total 10,634,720
Less accumulated depreciation 2,099,072
----------
8,535,648
Land 197,305
----------
PROPERTY, PLANT AND EQUIPMENT, NET 8,732,953
----------
MARKETABLE SECURITIES 128,739
----------
TOTAL ASSETS $9,898,594
==========
</TABLE>
See accompanying notes.
-2-
<PAGE> 3
- - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT
<S> <C>
CURRENT LIABILITIES
Accounts payable $ 917,462
Current portion of long-term debt 590,833
Accrued expenses:
Interest 218,988
Other 117,563
----------
TOTAL CURRENT LIABILITIES 1,844,846
Long-term debt, net of current portion 8,289,167
----------
TOTAL LIABILITIES 10,134,013
----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock, no par value, authorized 5,000,000 shares;
issued and outstanding, 285,714 Series A shares 1,000,000
Common stock, no par value, authorized 10,000,000 shares;
issued and outstanding, 7,842,106 shares 19,646,974
Subscription receivable (14,087)
Deficit accumulated during the development stage (20,707,382)
Unrealized loss on available-for-sale marketable securities (160,924)
----------
TOTAL STOCKHOLDERS' DEFICIT (235,419)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $9,898,594
==========
</TABLE>
See accompanying notes.
-3-
<PAGE> 4
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Cumulative from
June 30, June 30, Inception
------------------------ ------------------------- (2/22/84
1996 1995 1996 1995 to 6/30/96)
----------- ----------- ----------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 258,339 $ 1,175,451 $ 708,681 $ 2,437,941 $ 9,909,927
Cost of goods sales 402,476 808,739 910,639 1,621,070 9,412,561
----------- ----------- ---------- ----------- -----------
GROSS (LOSS) PROFIT (144,137) 366,712 (201,958) 816,871 497,366
----------- ----------- ---------- ----------- -----------
Selling, general and
administrative expenses 551,625 515,430 1,079,119 1,147,693 11,859,427
Research and development
costs 413,621 566,051 871,695 1,052,631 5,684,379
----------- ----------- ---------- ----------- -----------
OPERATING LOSS (1,109,383) (714,769) (2,152,772) (1,383,453) (17,046,440)
----------- ----------- ---------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest income 3,674 - 5,499 1,225 224,854
Interest expense (164,241) (179,533) (328,768) (369,398) (4,215,147)
Other - - 1,023 - (52,592)
Gain (loss) on sale of
equipment - 84,283 - 84,283 (48,209)
----------- ----------- ---------- ----------- -----------
OTHER EXPENSE - NET (160,567) (95,250) (322,246) (283,890) (4,091,094)
----------- ----------- ---------- ----------- -----------
Loss before cumulative effect
of change in accounting
principle (1,269,950) (810,019) (2,475,018) (1,667,343) (21,137,534)
Cumulative effect of change
in accounting principle - - - 430,152
----------- ----------- ---------- ----------- -----------
NET LOSS $(1,269,950) $ (810,019) $(2,475,018) $(1,667,343) $(20,707,382)
=========== =========== ========== =========== ===========
Net loss per common share $(.16) $(.15) $(.34) $(.31) $(6.34)
=========== =========== ========== =========== ===========
Weighted average number of
common shares outstanding 7,735,665 5,510,221 7,342,336 5,372,601 3,265,497
=========== =========== ========== =========== ===========
</TABLE>
See accompanying notes.
-4-
<PAGE> 5
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
<TABLE>
<CAPTION>
Deficit
Accumulated Unrealized
Preferred Stock Common Stock During the Loss on
---------------- ----------------------- Subscription Development Marketable
Shares Amount Shares Amount Receivable Stage Securities Total
------- ------- ---------- ----------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at inception
(February 22, 1984) -- $ -- -- $ -- $ -- $ -- $-- $ --
Issuance of 2,433,471
shares of common stock
for stock subscription
receivable -- -- 2,433,471 2,500 (2,500) -- -- --
------- ------- ---------- ----------- --------- ----------- --------- -----------
Balance at
December 31, 1984 -- -- 2,433,471 2,500 (2,500) -- -- --
Net loss -- -- -- -- -- (3,832) -- (3,832)
------- ------- ---------- ----------- --------- ----------- --------- -----------
Balance at
December 31, 1985 -- -- 2,433,471 2,500 (2,500) (3,832) -- (3,882)
Net loss -- -- -- -- -- (50) -- (50)
------- ------- ---------- ----------- --------- ----------- --------- -----------
Balance at
December 31, 1986 -- -- 2,433,471 2,500 (2,500) (3,882) -- (3,882)
Net loss -- -- -- -- -- (1,270) -- (1,270)
------- ------- ---------- ----------- --------- ----------- --------- -----------
Balance at
December 31, 1987 -- -- 2,433,471 2,500 (2,500) (5,152) -- (5,152)
Net loss -- -- -- -- -- (81,297) -- (81,297)
Collection of subscription
receivable -- -- -- -- 2,500 -- -- 2,500
------- ------- ---------- ----------- --------- ----------- --------- -----------
Balance at
December 31, 1988 -- -- 2,433,471 2,500 -- (86,449) -- (83,949)
Net loss -- -- -- -- -- (146,978) -- (146,978)
------- ------- ---------- ----------- --------- ----------- --------- -----------
Balance at
December 31, 1989 -- -- 2,433,471 2,500 -- (233,427) -- (230,927)
Additional stockholder
contribution -- -- -- 97,500 -- -- -- 97,500
Net loss -- -- -- -- -- (666,314) -- (666,314)
------- ------- ---------- ----------- --------- ----------- --------- -----------
Balance at
December 31, 1990 -- -- 2,433,471 100,000 -- (899,741) -- (799,741)
Net loss -- -- -- -- -- (2,271,108) -- (2,271,108)
------- ------- ---------- ----------- --------- ----------- --------- -----------
Balance at
December 31, 1991 -- -- 2,433,471 100,000 -- (3,170,849) -- (3,070,849)
Issurance of
common stock -- -- 539,055 2,480,449 -- -- -- 2,480,449
Stock issued upon
conversion of debt -- -- 143,947 692,382 -- -- -- 692,382
Net loss -- -- -- -- -- (3,568,135) -- (3,568,135)
------- ------- ---------- ----------- --------- ----------- --------- -----------
</TABLE>
(Continued)
See accompanying notes.
-5-
<PAGE> 6
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT) (CONTINUED)
<TABLE>
<CAPTION>
Deficit
Accumulated Unrealized
Preferred Stock Common Stock During the Loss on
------------------- ---------------------- Subscription Development Marketable
Shares Amount Shares Amount Receivable Stage Securities Total
-------- ---------- --------- ----------- ------------ ------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1992 -- -- 3,116,473 3,272,831 -- (6,738,984) -- (3,466,153)
Issuance of common stock -- -- 529,947 2,182,256 -- -- -- 2,182,256
Net loss -- -- -- -- -- (3,769,940) -- (3,769,940)
------- ---------- --------- ----------- --------- ------------- ---------- -----------
Balance at
December 31, 1993 -- -- 3,646,420 5,455,087 -- (10,508,924) -- (5,053,837)
Issuance of common stock -- -- 1,400,000 7,924,251 -- -- -- 7,924,251
Issuance of preferred stock 285,714 1,000,000 -- -- -- -- -- 1,000,000
Net loss -- -- -- -- -- (3,630,058) -- (3,630,058)
------- ---------- --------- ----------- --------- ------------- ---------- -----------
Balance at
December 31, 1994 285,714 1,000,000 5,046,420 13,379,338 -- (14,138,952) -- 240,356
Issuance of common stock -- -- 1,809,387 4,110,063 (14,087) -- -- 4,095,976
Contribution of
administrative expenses by
Chairman, Emeritus -- -- -- 56,000 -- -- -- 56,000
Net loss -- -- -- -- -- (4,093,362) -- (4,093,382)
Unrealized loss on
marketable securities -- -- -- -- -- -- (160,924) (160,924)
------- ---------- --------- ----------- --------- ------------- ---------- -----------
Balance at
December 31, 1995 285,714 1,000,000 6,855,807 17,545,401 (14,087) (18,232,364) (160,924) 138,026
Issuance of
common stock (unaudited) -- -- 986,299 2,101,573 -- -- -- 2,101,573
Net loss (unaudited) -- -- -- -- -- (2,475,018) -- (2,475,018)
------- ---------- --------- ----------- --------- ------------- ---------- -----------
Balance at
June 30, 1996 (unaudited) 285,714 $1,000,000 7,842,106 $19,646,974 $ (14,087) $(20,707,382) $(160,924) $(235,419)
======= ========== ========= =========== ========= ============= ========== ===========
</TABLE>
See accompanying notes.
-6-
<PAGE> 7
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
June 30, (Unaudited)
-------------------------- Cumulative
1996 1995 (2/22/84 to 6/30/96)
------------ ------------ --------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,475,018) $(1,667,343) $(20,707,382)
Adjustments to reconcile net loss to net
cash used in operating activities:
Cumulative effect of change in
accounting principle - - (430,152)
Depreciation 256,200 256,200 2,697,879
(Gain) loss on sale of equipment - (84,283) 48,230
Expenses paid by Chairman, emeritus - - 56,000
Changes in operating assets and
liabilities which provided (used) cash:
Accounts receivable 204,357 (115,061) (204,223)
Inventories 74,003 (522,100) (305,357)
Prepaid expenses and deposits (79,477) 66,857 (241,120)
Accounts payable (71,932) 614,160 917,462
Accrued expenses 120,771 (243,656) 352,550
------------ ------------ -------------
NET CASH USED IN OPERATING ACTIVITIES (1,971,096) (1,695,226) (17,816,113)
------------ ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (56,539) (81,833) (2,373,247)
Proceeds from sale of equipment - 195,000 195,000
------------ ------------ -------------
NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES (56,539) 113,167 (2,178,247)
------------ ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 2,101,573 1,818,642 18,541,224
Proceeds from issuance of preferred stock - - 1,000,000
Proceeds from long-term debt - - 868,601
Repayments of long-term debt (120,000) - (629,263)
Net short-term borrowings - 300,000 500,000
------------ ------------ -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,981,573 2,118,642 20,280,562
------------ ------------ -------------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (46,062) 536,583 286,202
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 332,264 567,274 -
------------ ------------ -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 286,202 $ 1,103,857 $ 286,202
============ ============ =============
Supplemental disclosures of cash flows
information:
Cash paid for interest $ 164,241 $ 597,039 $ 4,152,300
=========== ============ =============
</TABLE>
See accompanying notes.
-7-
<PAGE> 8
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The balance sheet as of June 30, 1996 and the related statements of
operations, stockholders equity/deficit and cash flows for the six months
ended June 30, 1996 and 1995 are unaudited. In the opinion of management,
all adjustments necessary for a fair presentation of such financial
statements has been included. Such adjustments consisted of only normal
recurring items. Interim results are not necessarily indicative of results
for the full year.
The financial statements as of June 30, 1996 and for the six months ended
June 30, 1996 and 1995 should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1995.
The accounting policies followed by the Company with respect to the
unaudited interim financial statements are consistent with those stated in
the 1995 Caraco Pharmaceutical Laboratories, Ltd. Annual Report on Form
10-KSB.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business.
The Company has not currently achieved sales necessary to support operations.
The Company has, as of June 30, 1996, a stockholders' deficit of $235,419 and
a working capital deficit of $807,944. Realization of a major portion of the
assets is dependent upon the Company's ability to meet its future financing
requirements and the success of future operations, the outcome of which
cannot be determined at this time. These and other factors raise substantial
doubt about the Company's ability to continue as a going concern in the
absence of sufficient additional funds and the achievement of profitable
operations. The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.
2. LOSS FROM DEFALCATION
On October 17, 1994, the Company filed a Form 8-K with the Securities and
Exchange Commission which stated (1) managements discovery of
misappropriations of approximately $514,000 of Company funds by its former
Controller and his brother and (2) the agreement by Dr. C. Arnold Curry,
Chairman Emeritus, to purchase for cash in the total amount of the loss, the
Company claims against those who may be responsible for the loss. All
amounts outstanding have been collected in full.
The Company has made appropriate filings with the Securities and Exchange
Commission (SEC). The SEC is currently conducting an investigation into the
matter, and the Company is complying on a voluntary basis.
-8-
<PAGE> 9
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
3. STOCKHOLDERS' DEFICIT
On March 31, 1996, the Company converted a $250,000 stockholder loan
into 111,111 shares of its common stock at $2.25 per share.
In connection with a private placement offering that was completed effective
March 31, 1996, the Company sold 572,444 shares of unregistered common stock
which netted the Company approximately $1,250,000. All cash proceeds were
received in April 1996.
On May 13, 1996, the Company sold privately 44,444 shares of common
stock for $100,000.
On May 31, 1996, the Company sold privately 250,000 shares of common
stock for $500,000.
On July 11, 1996, the Company and the Indian specialty pharmaceutical
company, Sun Pharmaceutical Industries Ltd. announced that they had signed
two non-binding letters of intent pursuant to which Sun Pharma would make an
initial investment in Caraco common stock of $4,000,000 and sell it certain
rights for 20 generic pharmaceuticals products. This transaction is subject
to certain conditions, including completion of Sun Pharma's due diligence,
clearance from the Indian government, and negotiation and execution of
definitive documents. The parties intend to consummate the transaction
within 150 days.
As of July 29, 1996, the Company's common stock and warrants are quoted on
the OTC Bulletin Board following a delisting of its securities from the
NASDAQ Small Cap Market for not maintaining minimum capital and surplus
requirements of $1 million. The Company intends to raise additional capital
and seek reinstatement on NASDAQ shortly.
* * * * * *
-9-
<PAGE> 10
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
- - --------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Net losses for the quarters ended June 30, 1996 and 1995 were
$1,269,950 and $810,019, respectively. The increase in the net loss in
1996 is due to the Company's inability to raise money needed to sustain
ongoing operations. The Company continues to seek additional funding
requirements to meet its business objectives.
Net sales for the quarter ended June 30, 1996 and 1995 were $258,339
and $1,175,451, respectively. The decrease in sales is directly
attributable to the Company's inability to purchase raw
materials needed to produce product for sale. At June 30, 1996 the
Company had an open sales order backlog of approximately $310,000.
Cost of sales for the quarters ended June 30, 1996 and 1995 were
$402,476 or 155.8% of sales, and $808,739 or 68.8% of sales,
respectively. The increase percentage in cost of sales between periods
was a result of the under absorption of fixed production overhead costs
due to significantly lower sales and manufacturing volumes as a result
of the Company's inability to purchase raw material.
Selling, general and administrative expenses for the quarters ended
June 30, 1996 and 1995 were $551,625 and $515,430, respectively.
The increase in 1996 is due to the Company's investor relations program
which was put in effect this year and professional costs.
Research and development expenses for the quarters ended June
30, 1996 and 1995 were $413,621 and $566,051, respectively. The
Company continues to fund its aggressive product development strategy
as a means to accelerate its planned future growth. However, such
expenditures and research projects were severely impacted and/or
delayed by the Company's limited available working capital.
Interest expense for the quarters ended June 30, 1996 and 1995 were
$164,241 and $179,533, respectively. The decrease in 1996 is
attributable to the elimination of short-term 1995 borrowings used to
fund equipment purchases.
At June 30, 1996 the Company's working capital deficit was $807,944
compared with a positive working capital of $1,024,139 at June
30, 1995. The difference is attributable to the Company's continued
losses from operations, reclassification of a portion of long-term debt
to current in 1996, and on June 30, 1995, the Company completed a
private placement totaling $1,510,000, which was reflected in the 1995
balance.
-10-
<PAGE> 11
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
- - --------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
Liquidity and Capital Resources
On March 31, 1996, the Company converted a $250,000 stockholder loan
into 111,111 shares of its common stock at $2.25 per share. On March
31, 1996, the Company also sold privately to 20 investors an aggregate
of 572,444 shares of common stock for an aggregate consideration of
$1,288,000 in cash. On May 13, 1996 the Company sold privately to one
investor 44,444 shares of common stock for $99,999, and on May 31, 1996
the Company sold privately to one investor 250,000 shares of common
stock for an aggregate of $500,000. The above offerings were completed
without an underwriter.
Management estimates that, at its currently planned anticipated level
of operations, the Company will continue to experience operating losses
of between $800,000 and $1,000,000 per quarter through 1996 and,
accordingly, that it needs approximately $5,000,000 of additional funds
to provide the required working capital to execute its business plan
for 1996. In August 1996, management intends to complete a private
equity placement of approximately $3,000,000 which will be used for
working capital. On July 11, 1996, the Company and the Indian
specialty pharmaceutical company, Sun Pharmaceutical Industries Ltd.
announced that they had signed two non-binding letters of intent
pursuant to which Sun Pharma would make an initial investment in Caraco
common stock of $4,000,000 and sell it certain rights for 20 generic
pharmaceuticals products. This transaction is subject to certain
conditions, including completion of Sun Pharma's due diligence,
clearance from the Indian government, and negotiation and execution of
definitive documents. The parties intend to consummate the transaction
within 150 days.
The Company and Sun Pharma also announced that during the negotiations
and due diligence, Sun Pharma would transfer four of the proposed 20
products to Caraco as a demonstration of Sun Pharma's commitment to
the proposed transaction. Under a separate agreement signed earlier
this year, Caraco is to manufacture and market a generic anticonvulsant
drug from Sun Pharma in the United States, with both companies sharing
the development and registration.
The Economic and Development Corporation of the City of Detroit,
which has loaned $9,000,000 to the Company secured by a lien on the
building, has agreed to subordinate its security interest to a first
mortgage not exceeding $3,000,000 subject to its right to approve the
lender and the terms of the loan. The Company could use the proceeds
of that loan, if available, to complete a cytotoxic manufacturing
capability in its building in anticipation of the possible approval by
the FDA in 1998 of ANDA's to be filed by the Company for certain
cytotoxic generic products. Any balance of the loan proceeds would be
added to the Company's working capital.
-11-
<PAGE> 12
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(A Development Stage Company)
- - --------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
There is no assurance that the foregoing funds will be made
available to the Company timely or on financially satisfactory terms;
or that any of the Company's ANDAs will be approved by the FDA within
time parameters anticipated by management or at all; or that the
Company will be able to manufacture and sell profitably any product
resulting from FDA approval of an ANDA filed by the Company. To the
extent that capital requirements should exceed available capital, the
Company would be required to reduce its research and development
activity, reduce personnel and delay capital expenditures while
continuing to seek alternative sources of financing for its business.
-12-
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders (the "Meeting") of Caraco
Pharmaceutical Laboratories, Ltd. was held on May 15, 1996 at Detroit,
Michigan. Matters voted on at the Meeting and the votes cast for, against or
abstained were as follows:
A. Election of Directors
Votes For Votes Withheld
--------- --------------
David W. Adamany 6,307,900 5,666
Cara J. Curry 5,607,974 705,592
David A. Hagelstein 6,308,066 5,500
John R. Morris 6,297,870 15,696
Item 5. Other Information
At a meeting on May 10, 1995 the Board of Directors unanimously adopted
resolutions reorganizing and reconstituting membership in the standing
committees of the Board of Directors as follows:
Name of Committee Members Appointed
------------------- -------------------
Audit Betty R. Anderson
Ronald R. Dobbins
Theodore H. Glenn
Jay F. Joliat
Robert P. Roselle
-13-
<PAGE> 14
Name of Committee Members Appointed
------------------- -------------------
Compensation David W. Adamany
Betty R. Anderson
Ronald R. Dobbins
David A. Hagelstein
John R. Morris
Finance C. Arnold Curry
Theodore H. Glenn
William R. Hurd
Jay F. Joliat
Robert P. Roselle
Executive David W. Adamany
C. Arnold Curry
Cara J. Curry
David A. Hagelstein
William R. Hurd
Item 6. Exhibits and Reports
a. None
b. The following Form 8-K was filed during the second quarter of 1996 and
is incorporated herein by reference:
Report of Form 8-K dated June 3, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARACO PHARMACEUTICAL LABORATORIES, LTD.
By: /s/Allan J. Hammer
------------------------------------
Allan J. Hammer
Chief Financial Officer (Principal
Accounting Officer and a duly
authorized signatory of the Company)
Dated: August 12, 1996
-14-
<PAGE> 15
EXHIBIT INDEX
EXHIBIT TABLE
NUMBER EXHIBIT PAGE
- - -----------------------------------------------------------------------
27 Financial Data Schedule
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 286,202
<SECURITIES> 0
<RECEIVABLES> 269,223
<ALLOWANCES> 65,000
<INVENTORY> 305,357
<CURRENT-ASSETS> 1,036,902
<PP&E> 10,634,720
<DEPRECIATION> 2,099,072
<TOTAL-ASSETS> 9,898,594
<CURRENT-LIABILITIES> 1,844,846
<BONDS> 8,289,167
0
1,000,000
<COMMON> 19,646,974
<OTHER-SE> (14,087)
<TOTAL-LIABILITY-AND-EQUITY> 9,898,594
<SALES> 258,339
<TOTAL-REVENUES> 258,339
<CGS> 402,476
<TOTAL-COSTS> 402,476
<OTHER-EXPENSES> 965,246
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (164,241)
<INCOME-PRETAX> (1,269,950)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,269,950)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,269,950)
<EPS-PRIMARY> (.16)
<EPS-DILUTED> 0
</TABLE>
