SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
for the Fiscal Year Ended September 30, 1999
Commission File No. 1-11700
HEMAGEN DIAGNOSTICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2869857
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(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
34-40 Bear Hill Road
Waltham, Massachusetts 02451
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(Address of principal (Zip Code)
Executive Offices)
(781) 890-3766
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Registrant's Telephone Number, Including Area Code
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This Amendment is filed for the purpose of providing Items 9 through 12 of
Part III.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
Alan S. Cohen Dr. Cohen has served as a Director of the Corporation since
Age 73 its inception. Dr. Cohen has been employed by the Boston
Director since 1993 University School of Medicine as a Professor of Medicine
Term expires 2000 since 1968 and Professor of Pharmacology since 1974. Dr.
Cohen is Editor-in-Chief of the International Journal of
Amyloid. Dr. Cohen served as the Director of the Arthritis
Center of Boston University from 1976 to 1994. From 1973 to
1992, Dr. Cohen served as Chief of Medicine of Boston City
Hospital. Dr. Cohen is a past president of the American
College of Rheumatology. Dr. Cohen received his Bachelor of
Arts degree from Harvard College and his M.D. degree from
the Boston University School of Medicine.
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Thomas A. Donelan Mr. Donelan has been a founding member of Redwood Holdings,
Age 44 Inc., a privately held venture capital firm, since 1995.
Director since 1999 Prior to that time he was a Vice President of Commercial
Term expires 2002 Lending at Fifth Third Bank in Cincinnati, Ohio. He also
served as a board member for Blue Chip Venture Fund in
Cincinnati, and Alpha Capital Venture Fund in Chicago. He
serves on the boards of Meritage Hospitality Group Inc., a
public company; Schonstedt Instrument Company and the Avon
Workshop Inc., private companies; and St. Joseph Orphanage,
a charitable organization. Mr. Donelan earned a B.S. degree
in Political Science from Northern Kentucky University and a
J.D. from Chase College of Law.
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William P. Hales Mr. Hales is President of Hemagen. He is a Senior Investment
Age 37 Advisor with Jesup & Lamont Securities Corporation, an
Director since investment banking and brokerage firm. He has been a full
1999 time money manager with several investment banking and
Term expires 2002 brokerage firms since 1992. Prior to that he was a
practicing CPA with Coopers & Lybrand and Ernst & Young. Mr.
Hales earned a B.A. in Accounting from Pace University. He
is a Certified Public Accountant.
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Christopher P. Mr. Hendy has been a member of Redwood Holdings, Inc., a
Hendy privately held venture capital firm, since 1996. Prior to
Age 42 that time he was a Vice President and Manager of the
Director since Asset-Based Lending Department of Fifth Third Bank in
1999 Cincinnati, Ohio. Prior to that he was Vice President at
Term expires 2001 Marine Midland Bank. He serves on the boards of Meritage
Hospitality Group Inc., a public company; Schonstedt
Instrument Company and the Avon Workshop Inc., private
companies. Mr. Hendy earned a B.S. degree in Business
Administration from Xavier University.
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Ricardo M. Dr. de Oliveira has been the Vice President of Research and
de Oliveira Development and a Director of the Corporation since its
Age 48 inception. From 1980 through 1990, Dr. de Oliveira was a
Director since Professor at the University of Sao Paulo in Brazil. Dr. de
1993 Oliveira was the Director of Clinical Pathology at the
Term expires 2001 Cancer Hospital of Sao Paulo, Brazil. Dr. de Oliveira
received his M.D. degree from the Faculdade de Ciencias
Medicas da Santa Casa de Sao Paulo in Brazil.
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Jerry L. Ruyan Mr. Ruyan is Chairman and Chief Executive Officer of
Age 53 Hemagen. He is a founding member of Redwood Holdings, Inc.,
Director since a privately held venture capital firm. Prior to that he was
1999 a Founder, Director, President and Chief Executive Officer
Term expires 2000 of Meridian Diagnostics, Inc., a public company that
develops diagnostic test products for the global medical
industry. He served as a Director of Meridian until July 7,
1999, when he became part of a consent solicitation to
change the board of Hemagen Diagnostics, Inc. He serves on
the boards of Meritage Hospitality Group Inc., and
PopMail.com Inc., which are public companies; Schonstedt
Instrument Company and The Last Best Place Catalog Company,
private companies; and is a Trustee for Ashland University.
Mr. Ruyan earned a B.S. degree in Biology from Ashland
University and a Master's Degree in Microbiology from The
Ohio State University.
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<PAGE>
Deborah F. Ricci Ms. Ricci has been Chief Financial Officer of Hemagen since
Age 35 January 1, 2000. Prior to that time, she was Vice President
of Finance and Administration of Schonstedt Instrument
Company, a private company owned by Redwood Holdings, Inc.
from July 1997 to December 1999. Ms. Ricci continues to be
involved in the management of Schonstedt Instrument Company
on a less frequent basis. Ms. Ricci held the positions of
Chief Financial Officer and Controller of J.E. Morgan
Knitting Mills, Inc., a division of Dawson International
PLC, from December 1996 to July 1997 and January 1995 to
December 1996, respectively. Prior to that time she was the
Director of Business Planning and Analysis for Abex Friction
Products, Inc., formerly a division of Cooper Industries.
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Item 10. Executive Compensation.
The following sets forth compensation paid to executive officers during the
last three fiscal years ended September 30:
Long-Term
Compensation
Annual Compensation Awards
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Securities
Name and Other Annual Underlying
Principal Position Year Salary Bonus Compensation Options
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Carl Franzblau 1999 $145,000 0 $7,328(1) 0
Chief Executive Officer 1998 140,000 0 7,324(1) 10,000
1997 137,187 0 7,961(1) 10,000
Ira Marks 1999 $143,900 1,369 $7,109(2) 0
Vice President, 1998 136,908 0 5,607(2) 20,000
Marketing and Sales, 1997 136,908 0 4,107(3) 10,000
RAICHEM
Ricardo de Oliveira 1999 $120,000 1,200 $ 0 0
Senior Vice President 1998 120,000 0 610(1) 10,000
1997 118,840 0 5,073 0
William Franzblau 1999 $130,000 1,300 $6,900(2) 0
Chief Financial Officer 1998 110,000 0 5,400(2) 10,000
1997 105,000 0 3,150(3) 20,500
Scott Weiss 1999 $130,000 1,300 $8,100(2) 0
Vice President, 1998 110,000 0 5,650(2) 20,000
Marketing and Sales 1997 105,000 0 4,350(2) 21,500
(1) Reflects provision of a leased car.
(2) Represents contributions in the Company's 401(k) plan and automobile
allowance.
(3) Represents contributions in the Company's 401(k) plan.
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Non-employee directors are compensated at the rate of $10,000 per year.
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to any of the named executive officers in fiscal
1999.
FISCAL 1999 OPTION EXERCISESAND FISCAL YEAR-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at FY-End at FY-End
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Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
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Carl Franzblau 0 0 20,000/0 $1,130/0
Ricardo de Oliveira 0 0 10,000/0 0/0
William Franzblau 0 0 30,500/0 $1,130/0
Scott Weiss 0 0 41,500/0 $2,260/0
Ira Marks 0 0 30,000/0 $2,260/0
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following is the beneficial ownership of all of the Company's
directors, executive officers and 5% shareholders as of January 1, 2000:
Amount and
Nature of
Name of Beneficial Percent
Beneficial Owner Position Ownership of Class
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William P. Hales President 2,787,842 29.1%
Jerry L. Ruyan Chief Executive Officer 2,787,842 29.1%
Thomas A. Donelan Director and Treasurer 2,787,842 29.1%
Christopher P. Hendy Director 2,787,842 29.1%
Ricardo de Oliveira Senior Vice President 305,000 3.9%
Deborah F. Ricci Chief Financial Officer 0 -
Alan S. Cohen Director 148,705 1.9%
Redwood Holdings Inc. Holder 2,787,842 29.1%
All Directors 3,241,547 33.8%
and Officers
as a Group
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Item 12. Certain Relationships and Related Transactions.
On September 30, 1999, pursuant to shareholder authorization received
during a consent solicitation, the Board of Directors awarded options to
purchase Hemagen Common Stock at an exercise price of $1.36 per share, expiring
September 30, 2009 and becoming exercisable upon the earlier to occur of 18
months after September 30, 1999 or that time when the price of Hemagen's Common
Stock trades above $5 per share for 20 consecutive days or until there is a
change in control of the Corporation. The options were granted to Redwood
Holdings, Inc. to the extent of 866,007 shares and to William P. Hales to the
extent of 866,007 shares. Redwood Holdings is a 100% owned subsidiary of an
employee stock ownership plan, the beneficial owners of which are Jerry L. Ruyan
- - 49.9%, Thomas A. Donelan - 24.9% and Christopher P. Hendy - 24.9%.
In 1999, the Board of Directors authorized payment to the Redwood Group of
the fees and expenses of the consent solicitation totaling $224,117.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities and Exchange Act
of 1934, the registrant has caused this Amendment to this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HEMAGEN DIAGNOSTICS, INC.
By:/s/Jerry L. Ruyan
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Date: January 28, 2000 Jerry L. Ruyan, Chief Executive Officer
