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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended April 30, 2000
Commission File Number: 0-28666
AMERICAN BIO MEDICA CORPORATION
(Name of Small Business Issuer in its charter)
New York 14-1702188
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
122 Smith Road 12106
Kinderhook, New York (Zip Code)
(Address of principal executive offices)
Issuer's telephone number (800) 227-1243
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Shares, $.01 par value per share
Check whether the issuer: (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.
[X] Yes [ ] No
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $7,653,000.
The aggregate market value of 11,559,444 voting Common Shares held by
non-affiliates of the issuer was approximately $18,067,411 based on the last
reported sale price of the issuer's Common Shares, $.01 par value, as reported
on the Nasdaq SmallCap Market on July 12, 2000.
The Proxy Statement for the Annual Meeting of Shareholders for the 2001
Fiscal Year has been incorporated herein by reference to the extent indicated
herein in Part III of this Form 10-KSB.
As of July 12, 2000, the issuer had outstanding 18,045,548 Common
Shares, $.01 par value.
Traditional Small Business Disclosure Format: [ ] [X] No
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ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------- -------------------------------------
Awards
Restricted Securities
Name and Principal Position Year Salary Bonus Stock Awards Underlying Options
--------------------------- ---- ------ ----- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Stan Cipkowski 2000 $96,000 $77,010 $ 0 100,000
Chairman, President 1999 96,000 64,992 0 0
And Chief Executive Officer 1998 97,231 23,080 0 0
Jay Bendis 2000 $84,000 $77,010 0 100,000
Vice-President Sales 1999 84,000 64,992 0 0
And Marketing 1998 85,077 23,080 2,356,000 0
Douglas Casterlin 2000 $84,000 $67,010 0 100,000
Vice-President Operations 1999 84,000 54,992 0 0
1998 73,807 11,540 540,000 0
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value at
Assume Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term(1)
----------------- ------------------------------
Number of Total Options
Securities Granted to Exercise
Underlying Employees In Price Expiration
Name Options Granted Fiscal Year(2) ($/Share) Date(3) 5% 10%
---- --------------- -------------- --------- -------- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Stan Cipkowski 100,000 6.8% $2.50 11-22-09 $27,000 $212,000
Jay Bendis 100,000 6.8% $2.50 11-22-09 $27,000 $212,000
Douglas Casterlin 100,000 6.8% $2.50 11-22-09 $27,000 $212,000
</TABLE>
------------------------------
(1) Potential realizable value is based on an assumption that the price of the
Common Stock appreciates at the annual rate shown (compounded annually)
from the date of grant until the end of the option term. These numbers are
calculated based on the requirements of the Securities and Exchange
Commission and do not reflect the Company's estimate of future stock price
performance.
(2) The Company granted options representing 1,473,250 shares to employees in
fiscal 2000.
(3) The options become exercisable in 25% increments on November 22, 1999.
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AGGREGATED OPTIONS EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised Options In-The-Money Options at
at Fiscal Year-End Fiscal Year-End
----------------------------- -----------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stan Cipkowski 0 $ 0 363,500 75,000 $ 0 $ 0
Jay Bendis 0 0 219,000 75,000 0 0
Douglas Casterlin 0 0 175,000 75,000 0 0
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are not employees or officers of the Company ("Outside
Directors") are granted an option to purchase 10,000 Common Shares at the time
of election and are granted an additional option to purchase 10,000 Common
Shares annually on the date of the Company's Annual Meeting of Shareholders.
Outside Directors are also granted an option to purchase 2,000 Common Shares for
service on the Audit Committee or the Compensation Committee annually on the
date of the Company's Annual Meeting of Shareholders. Outside Directors who
serve on both committees are granted an option to purchase 4,000 Common Shares
annually. Outside Directors receive a fee of $1,000 for attending meetings of
the Board, and are reimbursed for out-of-pocket expenses incurred in attending
such meetings.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At August 16, 2000, the Company had provided loans aggregating $415,000
to Stan Cipkowski, the Company's Chairman of the Board, President and Chief
Executive Officer. These loans are evidenced by a note and bear interest at the
rate of 11.5% per annum. The note is payable on demand. Mr. Cipkowski has agreed
to pledge 1,500,000 of the Company's Common Shares to the Company as collateral.
The Company's Board of Directors is currently evaluating forms of repayment of
this loan which may include cash repayment or repayment through the redemption
by the Company of certain of Mr. Cipkowski's Common Shares.
The Company has collateralized a bank loan totaling $115,000 for Mr.
Cipkowski with a $112,000 certificate of deposit in the bank.
As of August 16, 2000, the Company has provided a loan in the amount of
$380,000 to BioSys, Inc. ("BioSys"). BioSys is a development stage company
focusing on developing, manufacturing, marketing and selling proprietary new
products for the industrial microbiology testing market. Gerald Moore, a
director of the Company, is a stockholder and officer of BioSys. This loan is
convertible into shares of common stock of BioSys based on the percentage of the
funds provided by the Company through this loan during the two year period
ending July 14, 2001 compared to the total amount of funds provided to BioSys by
all other investors during this period. The Company's percentage ownership of
the outstanding shares of common stock of BioSys is limited to a maximum of 20%
based on a maximum of $400,000 that may be provided to BioSys by the Company.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AMERICAN BIO MEDICA CORPORATION
By /s/ Stan Cipkowski
-------------------------------------
Stan Cipkowski, Chairman of the Board of
Directors, President and Chief Executive
Officer
Date: November 10, 2000
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
indicated on November 10, 2000:
/s/ Stan Cipkowski Chairman of the Board of Directors,
---------------------------- President and Chief Executive Officer
Stan Cipkowski
/s/ Edmund Jaskiewicz Director
----------------------------
Edmund Jaskiewicz
/s/ Jay Bendis Director
----------------------------
Jay Bendis
/s/ Gerald Moore Director
----------------------------
Gerald Moore
/s/ Robert Aromando Director
----------------------------
Robert Aromando
/s/ Denis O'Donnell Director
----------------------------
Denis O'Donnell, M.D.
/s/ Keith Palmer Chief Financial Officer
---------------------------- (Principal Financial Officer)
Keith Palmer
