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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(No. 1)
(Mark One)
|X| Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1998
|_| Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from ________________ to _________________
Commission file number 0-21168
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CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 13-3253392
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5 East 80th Street, New York, New York 10021
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(Address of Principal Executive Offices) (Zip Code)
(212) 717-6544
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(Registrant's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
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(Title of Class)
Indicate by check mark whether the registrant: (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____
Indicate by check mark if disclosure of delinquent filers in
response 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.|_|
As of April 13, 1999, 15,477,471 shares of Common Stock, par
value $0.001 per share (the "Common Stock") of the registrant were outstanding
and the aggregate market value of the voting stock (computed based on the
average of the last bid and asked price on such date) held by non-affiliates was
approximately $77,138,355.
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This amendment to the Company's Form 10-K is being filed to include Exhibit
10.22, Subscription Agreement, dated April 15, 1999; Form of 14% Convertible
Debentures due April 15, 2002.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) and
(d)1. Financial Statements
(a) and (d)1. Financial Statements
The following Financial Statements of the Company are
included in Part II, Item 8 of this report:
Independent Auditors' Reports
Consolidated Balance Sheets as of December 31, 1998 and
1997
Consolidated Statements of Operations for the years
ended December 31, 1998, 1997 and 1996
Consolidated Statements of Changes in Stockholders'
Equity for the years ended December 31, 1998, 1997 and
1996
Consolidated Statements of Cash Flows for the years
ended December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
(a) and (d)2. Financial Statements Schedules
All schedules have been omitted because they are not
applicable, are not required or because the required
information is included in the Financial Statements or
notes thereto.
(b) Reports on Form 8-K:
Form 8-K**, dated November 12, 1998, announcing that
the Company executed a manufacturing agreement under
which the manufacturer is the exclusive
manufacturer/assembler and packager of the two models
of the Company's instrument.
(c) The following exhibits are included in this report:
Number Description of Document
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3.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No.
33-54256), filed on November 5, 1992, as amended (the
"Registration Statement")).
3.1.1 Certificate of Amendment to the Certificate of
Incorporation of the Company regarding the change of
the Company's name (incorporated by reference to
Exhibit 3.1.1 to the Registration Statement).
3.1.2 Certificate of Amendment to the Certificate of
Incorporation of the Company increasing the authorized
number of shares of Common Stock and increasing the
authorized number of shares of Preferred Stock
(incorporated by reference to Exhibit 3.1.2 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996).
3.1.3 Certificate of Amendment to the Certificate of
Incorporation of the Company dated February 13, 1998
effecting the three-for-two Stock Split and certain
changes to the Class A Convertible Preferred Stock
(incorporated by reference to Exhibit 3.1.3 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997).
3.14 Certificate of Amendment to the Certificate of
Incorporation of the Company dated January 8, 1999 to
fix the relative rights, preferences and limitations
with respect to the Class B
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Preferred Stock of the Company, pursuant to the
adoption of the Shareholders' Rights Plan.
3.2 By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the Registration Statement).
4.1 Specimen form of the Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
4.2 Shareholders' Rights Plan, adopted by the Company on
December 31, 1998, on Form 8-A, dated January 5, 1999.
9.1 Voting Proxy dated December 13, 1995, of David Kenneth
Macfarlane to Darby Simpson Macfarlane (incorporated by
reference to Exhibit 2 to Schedule 13D of Darby
Macfarlane and Ken Macfarlane dated February 12, 1996).
9.2 Voting Trust Agreement dated December 13, 1995, between
David Kenneth Macfarlane and Darby Simpson Macfarlane
(incorporated by reference to Exhibit 3 to Schedule 13D
of Darby Macfarlane and Ken Macfarlane dated February
12, 1996).
10.1* Form of Employment Agreement between the Company and
Darby Simpson Macfarlane (incorporated by reference to
Exhibit 10.1 to the Registration Statement).
10.2* Form of Employment Agreement between the Company and
David Kenneth Macfarlane (incorporated by reference to
Exhibit 10.2 to the Registration Statement).
10.3* Consulting Agreement, dated February 25, 1992, between
the Company and Dr. Fred W. Billmeyer, Jr.
(incorporated by reference to Exhibit 10.4 to the
Registration Statement).
10.4 Form of Indemnity Agreement between the Company and its
directors and officers (incorporated by reference to
Exhibit 10.6 to the Registration Statement).
10.5 Know-How Agreement, dated September 3, 1992, between
the Company, Darby Simpson Macfarlane and David Kenneth
Macfarlane (incorporated by reference to Exhibit 10.12
to the Registration Statement).
10.6 Assignment, dated September 3, 1992 from Darby Simpson
Macfarlane to the Company regarding Intellectual
Property (incorporated by reference to Exhibit 10.13 to
the Registration Statement).
10.7** Agreement, dated April 16, 1992, between the Company
and IMS Cosmetics, Inc. (incorporated by reference to
Exhibit 10.14 to the Registration Statement).
10.8 U.S. Patent No. 4,909,632 relating to Method for
Selecting Personal Compatible Colors (incorporated by
reference to Exhibit 10.17 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 1994).
10.9 U.S. Patent No. 5,311,293 relating to Method and
Instrument for Selecting Personal Compatible Colors
(incorporated by reference to Exhibit 10.18 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.10 U.S. Patent No. 5,313,267 relating to Method and
Instrument for Selecting Personal Compatible Colors
(incorporated by reference to Exhibit 10.19 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.11 The Australian Patent relating to Method of Selecting
Personal Compatible Color (incorporated by reference to
Exhibit 10.20 to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994).
10.12 European Community Patent No. 0446512 relating to
Method for Selecting Personal Compatible Colors
(incorporated by reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.13 U.S. Patent No. 5,671,735 relating to Method and
Apparatus for Detecting and Measuring Conditions
Affecting Color (incorporated by reference to Exhibit
10.13 to the Amendment to
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the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998).
10.14 Assignment, dated October 30, 1992, between Darby
Simpson Macfarlane and the Company relating to the Avon
litigation (incorporated by reference to Exhibit 10.19
to the Registration Statement).
10.15 Know-How Assignment, dated October 30, 1992, from Pink
& Peach Computer Corp. to the Company (incorporated by
reference to Exhibit 10.20 to the Registration
Statement).
10.16 1992 Stock Option Plan (incorporated by reference
to Exhibit 10.1 to the Registration Statement on Form
S-8 (File No. 333-51697).
10.17 Consulting Agreement dated January 6, 1995, between the
Company and Janssen-Meyers Associates, L.P.
(incorporated by reference to Exhibit 10.27 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.18 Warrant Agreement dated January 6, 1995, between the
Company and Janssen-Meyers Associates, L.P.
(incorporated by reference to Exhibit 10.28 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.19 Warrant Agreement dated March 13, 1995, between the
Company and Janssen-Meyers Associates, L.P.
(incorporated by reference to Exhibit 10.29 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.20** Manufacturing Agreement, dated November 3, 1998,
between the Company and a third party manufacturer
(incorporated by reference as Exhibit 10.1 to the Form
8-K dated November 12, 1998).
10.21 Rights Agreement, dated January 11, 1999, between the
Company and Continental Stock Transfer & Trust Company.
10.22+ Subscription Agreement, dated April 15, 1999; Form of
14% Convertible Debentures due April 15, 2002.
18.1 Letter, dated April 21, 1998, from Wiss & Company, LLP
informing the Company that it would not stand for
re-election as the Company's principal accountants
(incorporated by reference as Exhibit 16 to the Form
8-K dated April 24, 1998).
18.2 Press Release, dated May 1, 1998, announcing that the
Company engaged BDO Seidman LLP as the principal
accountants for the Company (incorporated by reference
as Exhibit 99 to the Form 8-K dated May 5, 1998).
21 Subsidiaries of the Company (incorporated by reference
to Exhibit 21 to the Company's Post Effective Amendment
No. 1 on Form SB-1 to the Registration Statement filed
on January 11, 1994).
23 Consent of Independent Auditors.
27 Financial Data Schedule
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* Management contract or compensatory plan or arrangement required to be
filed as an exhibit.
** Confidential treatment has been requested with respect to certain
information contained in this agreement.
+ Incorporated by reference to Exhibits 4.1 and 4.2 to the Form 8-K dated
April 15, 1999.
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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.
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
By: /s/ Darby S. Macfarlane Date: April 28, 1999
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Darby S. Macfarlane,
Chief Executive Officer
By: /s/ Leslie Foglesong Date: April 28, 1999
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Leslie Foglesong,
Treasurer
(Chief Financial and Accounting Officer)
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Exhibit Index
Number Description of Document
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3.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No.
33-54256), filed on November 5, 1992, as amended (the
"Registration Statement")).
3.1.1 Certificate of Amendment to the Certificate of
Incorporation of the Company regarding the change of
the Company's name (incorporated by reference to
Exhibit 3.1.1 to the Registration Statement).
3.1.2 Certificate of Amendment to the Certificate of
Incorporation of the Company increasing the authorized
number of shares of Common Stock and increasing the
authorized number of shares of Preferred Stock
(incorporated by reference to Exhibit 3.1.2 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996).
3.1.3 Certificate of Amendment to the Certificate of
Incorporation of the Company dated February 13, 1998
effecting the three-for-two Stock Split and certain
changes to the Class A Convertible Preferred Stock
(incorporated by reference to Exhibit 3.1.3 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997).
3.14 Certificate of Amendment to the Certificate of
Incorporation of the Company dated January 8, 1999 to
fix the relative rights, preferences and limitations
with respect to the Class B Preferred Stock of the
Company, pursuant to the adoption of the Shareholders'
Rights Plan.
3.2 By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the Registration Statement).
4.1 Specimen form of the Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
4.2 Shareholders' Rights Plan, adopted by the Company on
December 31, 1998, on Form 8-A, dated January 5, 1999.
9.1 Voting Proxy dated December 13, 1995, of David Kenneth
Macfarlane to Darby Simpson Macfarlane (incorporated by
reference to Exhibit 2 to Schedule 13D of Darby
Macfarlane and Ken Macfarlane dated February 12, 1996).
9.2 Voting Trust Agreement dated December 13, 1995, between
David Kenneth Macfarlane and Darby Simpson Macfarlane
(incorporated by reference to Exhibit 3 to Schedule 13D
of Darby Macfarlane and Ken Macfarlane dated February
12, 1996).
10.1* Form of Employment Agreement between the Company and
Darby Simpson Macfarlane (incorporated by reference to
Exhibit 10.1 to the Registration Statement).
10.2* Form of Employment Agreement between the Company and
David Kenneth Macfarlane (incorporated by reference to
Exhibit 10.2 to the Registration Statement).
10.3* Consulting Agreement, dated February 25, 1992, between
the Company and Dr. Fred W. Billmeyer, Jr.
(incorporated by reference to Exhibit 10.4 to the
Registration Statement).
10.4 Form of Indemnity Agreement between the Company and its
directors and officers (incorporated by reference to
Exhibit 10.6 to the Registration Statement).
10.5 Know-How Agreement, dated September 3, 1992, between
the Company, Darby Simpson Macfarlane and David Kenneth
Macfarlane (incorporated by reference to Exhibit 10.12
to the Registration Statement).
10.6 Assignment, dated September 3, 1992 from Darby Simpson
Macfarlane to the Company regarding Intellectual
Property (incorporated by reference to Exhibit 10.13 to
the Registration Statement).
10.7** Agreement, dated April 16, 1992, between the Company
and IMS Cosmetics, Inc. (incorporated by reference to
Exhibit 10.14 to the Registration Statement).
6
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10.8 U.S. Patent No. 4,909,632 relating to Method for
Selecting Personal Compatible Colors (incorporated by
reference to Exhibit 10.17 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 1994).
10.9 U.S. Patent No. 5,311,293 relating to Method and
Instrument for Selecting Personal Compatible Colors
(incorporated by reference to Exhibit 10.18 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.10 U.S. Patent No. 5,313,267 relating to Method and
Instrument for Selecting Personal Compatible Colors
(incorporated by reference to Exhibit 10.19 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.11 The Australian Patent relating to Method of Selecting
Personal Compatible Color (incorporated by reference to
Exhibit 10.20 to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994).
10.12 European Community Patent No. 0446512 relating to
Method for Selecting Personal Compatible Colors
(incorporated by reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.13 U.S. Patent No. 5,671,735 relating to Method and
Apparatus for Detecting and Measuring Conditions
Affecting Color (incorporated by reference to Exhibit
10.13 to the Amendment to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1998).
10.14 Assignment, dated October 30, 1992, between Darby
Simpson Macfarlane and the Company relating to the Avon
litigation (incorporated by reference to Exhibit 10.19
to the Registration Statement).
10.15 Know-How Assignment, dated October 30, 1992, from Pink
& Peach Computer Corp. to the Company (incorporated by
reference to Exhibit 10.20 to the Registration
Statement).
10.16 1992 Stock Option Plan (incorporated by reference to
Exhibit 10.1 to the Registration Statement on Form S-8
(File No. 333-51697).
10.17 Consulting Agreement dated January 6, 1995, between the
Company and Janssen-Meyers Associates, L.P.
(incorporated by reference to Exhibit 10.27 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.18 Warrant Agreement dated January 6, 1995, between the
Company and Janssen-Meyers Associates, L.P.
(incorporated by reference to Exhibit 10.28 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.19 Warrant Agreement dated March 13, 1995, between the
Company and Janssen-Meyers Associates, L.P.
(incorporated by reference to Exhibit 10.29 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994).
10.20** Manufacturing Agreement, dated November 3, 1998,
between the Company and a third party manufacturer
(incorporated by reference as Exhibit 10.1 to the Form
8-K dated November 12, 1998).
10.21 Rights Agreement, dated January 11, 1999, between the
Company and Continental Stock Transfer & Trust Company.
10.22+ Subscription Agreement, dated April 15, 1999; Form of
14% Convertible Debentures due April 15, 2002.
18.1 Letter, dated April 21, 1998, from Wiss & Company, LLP
informing the Company that it would not stand for
re-election as the Company's principal accountants
(incorporated by reference as Exhibit 16 to the Form
8-K dated April 24, 1998).
18.2 Press Release, dated May 1, 1998, announcing that the
Company engaged BDO Seidman LLP as the principal
accountants for the Company (incorporated by reference
as Exhibit 99 to the Form 8-K dated May 5, 1998).
21 Subsidiaries of the Company (incorporated by reference
to Exhibit 21 to the Company's Post Effective Amendment
No. 1 on Form SB-1 to the Registration Statement filed
on January 11, 1994).
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23 Consent of Independent Auditors.
27 Financial Data Schedule.
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* Management contract or compensatory plan or arrangement required to be
filed as an exhibit.
** Confidential treatment has been requested with respect to certain
information contained in this agreement.
+ Incorporated by reference to Exhibits 4.1 and 4.2 to the Form 8-K dated
April 15, 1999.
8
