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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 0-28240
EXACTECH, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 52-2603930
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2320 NW 66th COURT
GAINESVILLE, FL 32653
(Address of principal executive offices)
Registrant's telephone number, including area code: (352) 377-1140
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title and Class)
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 [ ]
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]
As of November 2, 2000, the number of shares of the registrant's Common
Stock outstanding was $5,081,906. The aggregate market value of the Common Stock
held by non-affiliates of the registrant as of November 2, 2000 was
approximately $48,998,419, based on a closing sale price of $19.06 for the
Common Stock as reported on the Nasdaq National Market System on such date. For
purposes of the foregoing computation, all executive officers, directors and 5
percent beneficial owners of the registrant are deemed to be affiliates. Such
determination should not be deemed to be an admission that such executive
officers, directors or 5 percent beneficial owners are, in fact, affiliates of
the registrant.
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TABLE OF CONTENTS
and
CROSS REFERENCE SHEET
Page
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PART IV- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.....3
2
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Financial Statements
The financial statements filed as part of this report are listed under
Item 8.
(b) Reports on Form 8-K
None
(c) Exhibits:
Exhibit Description
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3.1 Registrant's Articles of Incorporation, as amended(1)
3.2 Registrant's Bylaws(1)
3.3 Forms of Articles of Amendment to Articles of Incorporation(1)
4.1 Specimen Common Stock Certificate(l)
4.2 Shareholders' Agreement, dated as of November 30, 1992, as
amended, by and among the Registrant, William Petty, M.D.,
Betty Petty, David Petty, Mark Petty and Julie Petty(1)
4.3 Form of Underwriter's Warrant(1)
4.4 Specimen Series A Preferred Stock Certificate(l)
4.5 Specimen Series B Preferred Stock Certificate(l)
4.6 Specimen Series C Preferred Stock Certificate(l)
4.7 Form of Amendment to Shareholder's Agreement, dated as of May
1996, by and among the Registrant, William Petty, M.D., Betty
Petty, David Petty, Mark Petty and Julie Petty(l)
10.1 Registrant's Employee Stock Option and Incentive Plan, as
amended(1)(2)
10.2 Registrant's Directors' Stock Option Plan(l)(2)
10.3 Form of Indemnification Agreement between the Registrant and
each of the Registrant's Directors and Executive Officers(l)
10.4 Form of Employment Agreement between the Registrant and William
Petty, M.D.(1)(2)
10.5 Form of Employment Agreement between the Registrant and Timothy J.
Seese(1)(2)
10.6 Form of Employment Agreement between the Registrant and Gary J.
Miller, Ph.D.(l)(2)
3
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Exhibit Description
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10.7 Working Capital Management Account Term Loan and Security
Agreement, dated as of June 23, 1995, as amended, between the
Registrant and Merrill Lynch Business Financial Services(1)
10.8 Collateral Installment Note, dated as of June 23, 1995,
executed by the Registrant in favor of Merrill Lynch Business
Financial Services(1)
10.9 Unconditional Guaranty executed by William Petty, M.D. in
favor of Merrill Lynch Business Financial Services(1)
10.10 Subordinated Convertible Debenture Agreement, dated April 18,
1995, between the Registrant and Alan Chervitz and related
Registration Rights Agreement dated April 18, 1995(1)
10.11 Subordinated Convertible Debenture Agreement, dated April 18,
1995, between the Registrant and E. Marlowe Goble and related
Registration Rights Agreement dated April 18, 1995(1)
10.12 Subordinated Convertible Debenture Agreement, dated April 18,
1995, between the Registrant and Marc Richman and related
Registration Rights Agreement dated April 18, 1995(1)
10.13 Subordinated Convertible Debenture Agreement, dated April 18,
1995, between the Registrant and David P. Luman and related
Registration Rights Agreement dated April 18, 1995(1)
10.14 Subordinated Convertible Debenture Agreement, dated May 2, 1995,
between the Registrant and Donna C. Phillips and related
Registration Rights Agreement dated May 2, 1995(1)
10.15 Subordinated Convertible Debenture Agreement, dated April 22,
1995, between the Registrant and Peggy S. Wolfe and related
Registration Rights Agreement dated April 22, 1995(1)
10.16 Subordinated Convertible Debenture Agreement, dated April 22,
1995, between the Registrant and Joaquin J. Diaz and related
Registration Rights Agreement dated April 22, 1995(1)
10.17 Letter Agreement, dated December 28, 1992, between the Registrant
and Michael Kearney, M.D. regarding purchase of 8% debentures and
warrants(1)
10.18 Letter Agreement, dated December 28, 1992, between the
Registrant and R. Wynn Kearney, M.D. regarding purchase of 8%
debentures and warrants(1)
10.19 First Mortgage Deed and Promissory Note, each dated September
27, 1994, executed by the Registrant in favor of American
National Bank of Florida(l)
10.20 Shareholders' Agreement, dated July 19, 1995, between the
Registrant and Edoardo Caminita in connection with the
formation of Techmed S.p.A.(1)
10.21 Small Business Cooperative Research and Development Agreement,
dated December 31, 1995, between the Registrant and The
Regents for the University of California, Lawrence Livermore
National Laboratory(1)
10.22 Business Lease, dated July 1, 1995, between the Registrant and
BCB Partnership(l)
10.23 Consulting Agreement, dated January 1, 1993, between the
Registrant and Ivan Gradisar, Jr., M.D.(1)
4
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Exhibit Description
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10.24 Consulting Agreement, dated January 1, 1993, between the
Registrant and William Murray, M.D.(1)
10.25 Consulting Agreement, dated March 1, 1993, between the Registrant
and Edmund Chao, Ph.D.(l)
10.26 Consulting Agreement, dated January 1, 1993, between the
Registrant and William Petty, M.D.(1)
10.27 Consulting Agreement, dated January 1, 1993, between the
Registrant and Gary J. Miller, Ph.D.(l)
10.28 Consulting ,Agreement, dated as of November 1, 1993, between
the Registrant and Virginia Mason Clinic (regarding Raymond P.
Robinson, M.D.)(1)
10.29 Manufacturers Representative Agreement, dated January 1, 1996,
between the Registrant and Prince Medical, Inc.(1)
10.30 Distribution Agreement, dated as of January 1, 1996, between the
Registrant and Precision Instruments, Inc.(1)
10.31 Manufacturers Representative Agreement, dated January 31, 1996,
between the Registrant and Futur-Tek, Inc.(1)
10.32 Distribution Agreement, dated October 5, 1995, between the
Registrant and Techmed S.p.A.(1)
10.33 Distribution Agreement, dated January 1, 1994, between the
Registrant and Akaway Medical Co., Ltd.(1)
10.34 Distribution Agreement between the Registrant and MBA Del
Principado, S.p.A.(l)
10.35 Distribution Agreement, dated February 1, 1993, between the
Registrant and Yu Han Meditech(l)
10.36 Distribution Agreement, dated October 31, 1995, between the
Registrant and Buro Ortopedik-Thbbi Malzemeler Ithalat Ihracat
Tic. Ltd.(1)
10.37 Technology License Agreement, dated as of August 5, 1991, between
the Registrant and Accumed, Inc.(1)
10.38 License Agreement, dated August 20, 1993, between the Registrant
and The University of Florida, as amended(1)
l0.39 Exclusive Sublicense Agreement dated June 30, 1995, between the
Registrant and Sofamor Danek Properties, Inc.(1)
10.40 License Agreement, dated as of January 1, 1996, between the
Registrant and The Hospital for Special Surgery(1)
10.41 Assignment of Patent, dated November 20, 1995, executed by Phillip
H. Cripe in favor of the Registrant(1)
10.42 United States Patent No.5,190,549 for Locking Surgical Tool Handle
System dated March 2, 1993(1)
10.43 United States Patent No.5,190,550 for Locking Surgical Tool Handle
System dated March 2, 1993(1)
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Exhibit Description
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10.44 Assignment, dated July 28, 1990, of Locking Surgical Tool Handle
System patent(1)
10.45 United States Patent No.5,263,988 for Bipolar Endoprosthesis dated
November 23, 1993(1)
10.46 United States Patent No.5,152,799 for Prosthetic Femoral Stem
dated October 6, 1992(1)
10.47 Assignment, dated October 31, 1991, of Femoral Stem patent(1)
10.48 Application for United States Patent for an Improved
Intramedullary Alignment Guide(1)
10.49 Application for United States Patent for Hole Caps for Prosthetic
Implants(1)
10.50 Tolling Agreement, dated April 3, 1995, between the Registrant and
Joint Medical Products Corporation(1)
10.51 Patent Agreement, dated October 9, 1995, between the Registrant
and Phillip H. Cripe(1)
10.52 Letter Agreements dated March 8, 1993 and April 13, 1993 between
the Registrant and Ridgeway Construction(1)
10.53 Letter Agreements dated April 12, 1993 between the Registrant and
Bosshardt Realty Services, Inc.(l)
10.54 Copyright Assignment and Consulting Agreement, effective as of
April 12, 1993, by and between Walter Reid and the Registrant(l)
10.55 Letter agreement, dated November 30, 1993, between the Registrant
and Associated Business Consultants, Inc.(1)
10.56 Letter agreements, dated February 23, 1996, between Merrill Lynch
Business Financial Services Inc. and the Registrant(1)
10.57 Consulting Agreement dated as of June 1, 1993 between the
Registrant and Kim Jun-Man(1)
10.58 Consulting Agreement. dated as of January 1, 1993 between the
Registrant and Professors Luis Lopez Duran and Fernando Marco(1)
10.59 Merrill Lynch WCMA line of credit extension dated July 29, 1996(3)
10.60 Loan Agreement, dated as of November 1, 1997, between the City of
Gainesville, Florida and the Registrant(4)
10.61 Letter of Credit Agreement, dated as of November 1, 1997, between
SunTrust Bank, North Central Florida ("SunTrust") and the
Registrant(4)
10.62 Pledge and Security Agreement, dated as of November 1, 1997
between SunTrust and the Registrant(4)
10.63 Mortgage and Security Agreement, dated as of November 1, 1997,
from the Registrant to SunTrust(4)
10.64 Settlement agreement between Biomet, Inc., Ella K. Jirka &
Associates, Richard A. Bland, N.W. Medical Products, Inc. and the
Registrant dated February 9, 1998(4)
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Exhibit Description
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10.65 Letter Agreement dated June 18, 1998, between Merrill Lynch
Business Financial Services Inc. and the Registrant (5)
11.1 Computation of Earnings Per Share(6)
21.1 Subsidiary of the Registrant (1)
23.1 Consent of Deloitte & Touche LLP(7)
27.1 Financial Data Schedule(6)
Copies of the exhibits filed with this Annual Report on Form 10-K or
incorporated herein by reference do not accompany copies hereof for
distribution to shareholders of the Company. The Company will furnish a
copy of any of such exhibits to any shareholder requesting the same.
(1) Incorporated by reference to the exhibit of the same number
filed with the Registrant's Registration Statement on Form S-1
(File No. 333-02980).
(2) Management contract or compensation plan.
(3) Incorporated by reference to exhibit 10 filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.
(4) Incorporated by reference to the exhibit of the same number
filed with the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997.
(5) Incorporated by reference to exhibit 10 filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
(6) Incorporated by reference to the exhibit of the same number
filed with the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999.
(7) Filed herewith.
(d) Financial Statement Schedules:
Schedule II-Valuation and Qualifying Accounts
EXACTECH, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Balance at Charged to
Beginning Costs and Deductions Balance at
of Year Expenses (Chargeoffs) End of Year
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<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts 1997 37,164 123,882 161,046
1998 161,046 (7,088) 153,958
1999 153,958 178,735 332,693
</TABLE>
7
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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.
November 8, 2000 EXACTECH, INC.
By: /s/ William Petty
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William Petty
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
November 8, 2000 By: /s/ William Petty
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William Petty
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
November 8, 2000 By: /s/ Timothy J. Seese
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Timothy J. Seese
President and Chief
Operating Officer
November 8, 2000 By: /s/ Gary J. Miller
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Gary J. Miller
Vice President and Director
November 8, 2000 By: /s/ Joel C. Phillips
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Joel C. Phillips
Chief Financial Officer
November 8, 2000 By:
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Albert H. Burstein
Director
November 8, 2000 By: /s/ Wynn Kearney, Jr.
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Wynn Kearney, Jr.
Director
November 8, 2000 By: /s/ Paul E. Metts
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Paul E. Metts
Director
8
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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23.1 Consent of Deloitte & Touche LLP
