SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 0-25406
TECHNICAL CHEMICALS AND PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Florida 65-0308922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3341 S.W. 15th Street, Pompano Beach, Florida 33069
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 979-0400
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 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___
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
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CLASS OUTSTANDING AS OF APRIL 30, 1997
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Common Stock $ .001 par value 9,974,162
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Transitional Small Business Disclosure Format (check one): YES ____ NO___X_
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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TECHNICAL CHEMICALS AND PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 1997 December 31, 1996
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(Unaudited) *(Audited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,354,032 $ 1,607,311
Accounts receivable, net of allowance
for doubtful accounts of $18,165 at
3/31/97 and 12/31/96 1,332,307 2,177,700
Investments available for sale 10,977,138 11,693,143
Inventory 1,380,983 1,039,390
Other 562,308 490,415
Total current assets 15,606,768 17,007,959
Property and equipment net of accumulated amortization
of $682,752 and $565,777 2,664,875 2,708,481
Patents and trademarks, net of accumulated amortization
of $1,364,124 and $1,120,786 13,569,595 13,887,357
Goodwill, net of accumulated amortization
of $214,447 and $165,985 2,362,272 2,327,975
Other assets 1,968,147 1,594,268
Total assets $ 36,171,657 $ 37,526,040
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 996,289 $ 1,458,101
Accrued expenses 201,437 201,667
Total current liabilities 1,197,726 1,659,768
Long-term debt 171,414 171,651
Shareholders' equity:
Common stock, $.001 par value, 25,000,000 shares
authorized; 9,974,162 and 9,938,634 shares issued
and outstanding at 3/31/97 and 12/31/96 9,974 9,939
Additional paid-in capital 39,700,554 39,608,217
Accumulated deficit (4,908,011) (3,923,535)
Total shareholders' equity 34,802,517 35,694,621
Total liabilities and shareholders' equity $ 36,171,657 $ 37,526,040
<FN>
*Note: The Balance Sheet at December 31, 1996 has been derived from the audited financial
statements at that date.
See accompanying notes to the condensed consolidated financial statements.
</FN>
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TECHNICAL CHEMICALS AND PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
1997 1996
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Sales $ 1,289,104 $ 1,831,307
Returns and allowances (9,433) (66,261)
Net sales 1,279,671 1,765,046
Cost of sales 628,569 963,039
Gross profit 651,102 802,007
Operating expenses:
Selling, general and administrative 1,289,021 796,474
Research and development 551,518 524,336
Depreciation and amortization 409,385 315,119
Loss from operations (1,598,822) (833,922)
Other income (expense):
Interest income 371,335 45,201
Interest expense (2,288) (130,340)
Loss before income tax benefit (1,229,775) (919,061)
Income tax benefit 455,016 330,862
Net loss $ (774,759) $ (588,199)
Net loss per share $ (0.08) $ (0.07)
Weighted average number of common shares outstanding 9,963,170 8,117,880
<FN>
See accompanying notes to the condensed consolidated financial statements.
</FN>
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TECHNICAL CHEMICALS AND PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
1997 1996
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OPERATING ACTIVITIES:
Net loss $ (774,759) $ (588,199)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 409,385 315,119
Deferred income taxes (455,016) (330,862)
Changes in operating assets and liabilities:
Accounts receivable 845,393 (267,062)
Inventory (341,593) (447,063)
Accounts payable and accrued expenses (462,042) 914,044
Other 9,007 (10,299)
Net cash used in operating activities (769,625) (414,322)
INVESTING ACTIVITIES:
Purchase of property and equipment (82,314) (189,577)
Increase in other assets - (237,467)
Proceeds from sale of marketable securities 506,288 627,262
Net cash provided by investing activities 423,974 200,218
FINANCING ACTIVITIES:
Proceeds from stock options exercised 92,372 -
Payments on notes payable - (63,888)
Payments on notes payable to related parties - 4,030
Other - (17,750)
Net case provided (used) by financing activities 92,372 (77,608)
Net decrease in cash and cash equivalents (253,279) (291,712)
Cash and cash equivalents at beginning of period 1,607,311 666,486
Cash and cash equivalents at end of period $ 1,354,032 $ 374,774
<FN>
See accompanying notes to the condensed consolidated financial statements.
</FN>
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TECHNICAL CHEMICALS & PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements (the
"Financial Statements") of Technical Chemicals and Products, Inc. and
Subsidiaries (the "Company') are unaudited, and in the opinion of management,
include all normal and recurring adjustments which are necessary for a fair
presentation. Accordingly, the Financial Statements should be read in
conjunction with more complete disclosures contained in the Company's audited
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996. The results of operations for
interim periods are not necessarily indicative of the results of operations for
the entire year.
RECLASSIFICATIONS
Certain amounts in the prior year's condensed consolidated financial
statements have been reclassified to conform to the current period's
presentation.
INCOME TAXES
The Company accounts for income taxes under SFAS No. 109, "Accounting for
Income Taxes". Deferred income tax assets and liabilities are determined based
on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
INVENTORIES
Inventories, consisting of raw materials and finished goods, are valued at
the lower of cost (computed on the first-in, first-out method) or market.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets. The cost
of maintenance and repairs are charged to operations as incurred. Significant
renewals and betterments are capitalized or depreciated over their estimated
useful lives.
This Quarterly Report on Form 10-Q, including the information incorporated
by reference herein, includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and is subject to the safe-harbor created by
such sections. The Company's actual results may differ significantly from the
results discussed in such forward-looking statements.
INTANGIBLE ASSETS
Purchased patents and trademarks are amoritized using the straight-line
method over a composite life of 15 years based on the shorter of their legal
life or estimated useful life of the individual patents and trademarks, which
range from 11 to 17 years. Goodwill is amortized using the straight-line method
over 15 years. The realizability of patents, trademarks and goodwill is
evaluated periodically as events or circumstances indicate a possibile inability
to recover their carrying amount. At this time, the Company believes that no
significant impairment of these intangible assets has occurred and that no
reduction of the estimated useful lives is warranted.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
STRATEGIC DIRECTION
The Company is in the midst of completing a transition. In the past, TCPI
has been a developmental company that manufactured and sold a narrow range of
medical diagnostic products and specialty chemicals. TCPI is approaching its
goal of being a manufacturer and marketer of a wide range of
internally-developed medical diagnostic products, with distribution of those
products through OEM relationships with major U.S. and international
pharmaceutical companies, and through a U.S. and foreign independent broker
network for sales of private-label and the HealthCheckTM brands to drug store
and supermarket chains and retailers. In the past several months, TCPI, together
with its Pharmetrix Division and Health-Mark Diagnostics subsidiary, has engaged
in the following activities:
- - Marketing and Distribution
Walgreens; Eckerd; Meijer
TCPI recently launched its HealthCheck brand of over-the-counter diagnostic
products. This line is being introduced with 14 accurate and easy to use at-home
products for cholesterol, diabetes, urinary tract infection, pregnancy,
ovulation, skin cancer and deteriorating vision, as well as a series of health
journals specifically designed for women, men, seniors, children and pregnant
women.
On March 5th, Eckerd Corp. placed its initial order for 6,000 units of each
of the HealthCheck test kits for diabetes and cholesterol. On May 6th, Walgreens
placed its initial order for the HealthCheck cholesterol, diabetes and urinary
tract infection products to provide for more than four units of each in every
Walgreens store in its chain. In addition, the 100-store discount retail chain
operated by Michigan-based Meijer, Inc. placed an initial order for 58 dozen of
the HealthCheck urinary tract infection product. Based on 1996 sales, Meijer is
the 6th largest discounter in the United States.
- - Latin American Marketing Partner
TCPI recently announced an exclusive marketing agreement with Boehringer
Mannheim to distribute more than $50 million of the Company's new diagnostic
products for infectious diseases, drugs of abuse and cancer screens throughout
South and Central America, Mexico and certain Caribbean nations over the next 10
years. These products are presently in the registration process in the various
countries -- the Company expects to begin shipments to Latin America in the
second half of the year.
- - U.S. Broker Network
TCPI has hired national sales and marketing managers who have established
an independent network of brokers for selling the Company's private label and
HealthCheck brands throughout the U.S.
- - TD Glucose and Other Products
TCPI continues to commit significant resources to the completion of the
development of its innovative, first-generation, non-invasive transdermal
glucose monitoring system.
TCPI's point-of-care cholesterol monitoring system for meter-read Total and
HDL cholesterol is in production. The visual-read system for Total cholesterol
has entered the over-the-counter market in the U.S. The HDL visual cholesterol
test is expected to begin clinical trials in June of this year. A meter for both
tests capable of delivering clinical laboratory accuracy has been developed and
is scheduled for clinical trials later this year.
The Company is in various stages of completing the development of, and the
FDA and foreign clearance processes for products including infectious disease
detection, drugs of abuse screening, cancer screening and other medical
diagnostic testing.
<PAGE>
- - Research and Development
Taiho Pharmaceutical Co., Ltd.
TCPI has entered into a multi-phase agreement with Taiho Pharmaceutical
Co., Ltd. to develop a rapid, one-step whole blood antigen diagnostic test to
monitor the effectiveness of Taiho's new anti-cancer drug. The Company expects
to receive milestone payments from Taiho over the next 12-18 months as each
phase of development is completed. TCPI also retains exclusive manufacturing
rights to the product. Phase I of this three-phase project is already underway.
Pharmetrix
The Company is currently reviewing the progress of several products under
development at its Menlo Park, California based Pharmetrix Division and is
actively working on completion of development, and planning for manufacturing,
marketing and distribution.
Manufacturing Scale-up
Over the past several months, the Company's facilities located in Florida
have been expanded to accommodate full-scale manufacturing of medical diagnostic
products. This expansion has included:
- acquisition of major production equipment for manufacturing of the products
- re-tooling and refurbishing of equipment to significantly increase its
capacity
- purchase of custom high-speed packaging equipment
- expansion of production and warehouse facilities to accommodate the
in-house manufacturing program
- additions to the Florida research and development facilities to increase
product development capabilities
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BACKGROUND
Technical Chemicals & Products, Inc. is a designer, developer, manufacturer
and marketer of a wide-range of medical diagnostic products for use at home, in
physician offices, and other locations. TCPI is also involved in the research
and development of its TD Glucose Monitoring System -- an innovative first
generation non-invasive glucose testing system for diabetics. In addition,
through its Pharmetrix Division located in Menlo Park, California, the Company
is also focused on the R&D and commercialization of transdermal and dermal drug
delivery systems and skin permeation enhancers. TCPI is also a manufacturer of
high purity specialty biochemicals.
TCPI's roots date back more than 28 years during which time the Company or
its founder have developed over 330 FDA cleared medical diagnostic and drug
products (including those related to the Company's patented membrane-based
technology) and manufactured OEM products for leading drug and diagnostic
companies. The Company holds 19 US and 27 foreign patents, and has four pending
patent applications in the US and 38 foreign patent applications pending.
TCPI manufactures and markets more than 47 patented membrane-based
diagnostic tests in the United States and internationally, 26 of which have
received 510(k) clearance from the FDA. The Company's products include tests and
screens for pregnancy, ovulation timing, cholesterol levels, blood glucose
levels, infectious diseases, drugs of abuse and certain types of cancer. In
addition, the Company has over 20 other diagnostic and transdermal drug delivery
products in various stages of development and governmental approval. TCPI
markets its products in the OEM marketplace, under its proprietary HealthCheck
and PDQ brand names, and distributes approximately 53 private label products to
leading drug, discount and supermarket chains.
In order to support anticipated growth and new product development, the
company expects to incur significantly increased operating expenses and capital
expenditures in the future and, as such, the Company believes that its results
of operations in prior periods may not be indicative of results in future
periods. The Company expects to incur significant expenses in 1997, primarily as
a result of: (i) the increased research and development associated with its
non-invasive transdermal glucose monitoring system (the "TD Glucose System") and
various transdermal and mucosal drug delivery products and skin permeation
enhancers; (ii) the expansion of direct distribution of medical diagnostic
products related to the national roll-out of the Company's HealthCheckTM brand
and its private label business; (iii) the introduction of the Company's
cholesterol monitoring system which can be used by physicians, laboratories and
patients at home (the "One Step CholestoCheck System"); and (iv) the hiring of
additional personnel and other costs associated with expansion of the Company's
manufacturing facilities. In addition, the Company anticipates expenditures in
1997 as a result of the purchase of additional production equipment.
For a complete description of the Company's products and business, see Part
I, Item 1 of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
<PAGE>
RESULTS OF OPERATIONS
Due to the timing of the FDA clearance process and the expenses incurred in
the manufacturing scale-up for the Company's products, the Company's results of
operations vary from quarter to quarter.
NET SALES. Net sales for the three months ended March 31, 1997, were
$1,279,671, a decline from $1,831,307 in net sales in the same quarter a year
ago. Sales of the Company's private label family planning products by its
wholly-owned subsidiary, Health-Mark Diagnostics, L.L.C., increased by 71% over
similar sales in the first quarter of 1996. During the first quarter, the
Company's operations were also focused on the manufacturing scale-up and
build-up of inventory for the ongoing national roll-out of its HealthCheck brand
of over-the-counter diagnostic products as well as scale-up of manufacturing for
the more than 20 new diagnostic testing products for infectious diseases, drugs
of abuse and certain types of cancer which are planned for distribution
worldwide.
Offsetting these advances was a decrease in first quarter sales of OEM
products due to a shift in ordering and stocking by the Company's largest
customer in this segment. These orders are expected to be shipped throughout
this year -- allowing the Company to remain on track for planned growth in 1997.
Also contributing to the offset were lower revenues by the Pharmetrix Division
due to the timing of certain R&D contracts and licensing fees. During the first
quarter of 1996, the Company was involved in the development of a urinary
incontinence transdermal drug delivery system for Taiho Pharmaceutical Co., Ltd.
The development phase of this project has since been completed. Should Taiho
elect to commercialize this product, the Company will receive additional
revenues and royalty stream.
GROSS PROFIT. Gross profit as a percent of net sales increased to 51% in
the first quarter from 45% in the same period a year earlier as a result of
higher sales of family planning products by Health-Mark Diagnostics, L.L.C. as
well as continuing to bring manufacturing in-house.
SELLING, GENERAL & ADMINISTRATIVE. As expected, selling, general &
administrative expenses for the first quarter of 1997 increased by $492,547 over
the first quarter of 1996 due to: (a) the planned hiring of additional operating
personnel for the scale-up of in-house manufacturing, (b) the planned hiring of
additional marketing personnel, advertising expenses and higher commissions
related to the sales growth in Health-Mark Diagnostics, L.L.C. products, and (c)
an increase in expenses related to facility expansion.
RESEARCH AND DEVELOPMENT. Research and development expenses increased
approximately 5% in the first quarter of 1997. However, what would have been a
larger increase was partially offset by improved controls and a consolidation of
certain functions at the Company's Pharmetrix Division.
INTEREST INCOME/INTEREST EXPENSE. Interest income for the first quarter of
1997 increased by $326,134 over the comparative amount in the same quarter of
1996 due to investments of the proceeds from the Company's secondary public
offering completed in April 1996. Significantly lower interest expense reflected
the payoff of a promissory note related to the Pharmetrix acquisition.
NET LOSS. The Company incurred a net loss of $774,759 in the current
quarter as compared to a net loss of $588,199 in the first quarter of 1996. This
was primarily due to the manufacturing scale-up of various products and the
continued investment in people, marketing and facility expansion.
<PAGE>
FINANCIAL CONDITION
The Company had cash and investments of $12,331,170 at March 31, 1997.
Working capital at quarter end was $14,409,042. The Company expects to continue
to draw upon its working capital to purchase production equipment, develop and
manufacture the TD Glucose System, engage in research and development related to
transdermal drug delivery, develop new diagnostic products, conduct clinical
trials and continued investment in facility expansion.
LIQUIDITY AND CAPITAL RESOURCES
The Company believes that its existing cash balances, plus the net proceeds
from its public offering, will be sufficient to fund the Company's cash
requirements for at least the next twenty-four months. This estimate is based on
certain assumptions, including assumptions concerning reasonable growth and
revenues, and there can be no assurance that such assumptions will prove to be
accurate or that unbudgeted costs will not be incurred. The Company's future
working capital and capital expenditure requirements may vary materially from
those now planned depending on numerous factors, including additional
manufacturing scale-up for the Company's current and future products, possible
future acquisitions, the focus and direction of the Company's research and
development programs, competitive and technological advances, future
relationships with corporate marketing partners, the FDA regulatory process and
the Company's marketing and distribution strategy. If the Company's growth
exceeds its plans, additional working capital may be needed.
Statements regarding future products, future prospects, business plans and
strategies, future revenues and revenue sources, future liquidity and capital
resources, health care market directions, future acceptance of the Company's
products, possible growth in markets for at-home diagnostic testing, as well as
other statements contained in this report that address activities, events or
developments that the Company expects, believes or anticipates will or may occur
in the future, and similar statements are forward looking statements. These
statements are based upon assumptions and analyses made by the Company in light
of current conditions, future developments and other factors the Company
believes are appropriate in the circumstances, or information obtained from
third parties and are subject to a number of assumptions, risks and
uncertainties. Readers are cautioned that forward-looking statements are not
guarantees of future performance and that actual results might differ materially
from those suggested or projected in the forward-looking statements. Some of the
factors that may cause actual future events to differ from those predicted or
assumed include: future advances in technologies and medicine; the uncertainties
of health care reform; risks related to the early stage of the Company's
existence and its products' development; the Company's ability to execute on its
business plans; the Company's dependence on outside parties such as its key
customers and alliance partners; competition from major pharmaceutical, medical
and diagnostic companies; risks and expense of government regulation and affects
of changes in regulation; the limited experience of the Company in manufacturing
and marketing products; uncertainties connected with product liability exposure
and insurance; risks associated with growth and expansion; risks associated with
obtaining patents and other protections on intellectual property; uncertainties
in availability of expansion capital in the future and other risks associated
with capital markets.
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PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT EXHIBIT DESCRIPTION
NUMBER
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3.1 * Articles of Incorporation of the Company, as amended.
3.2 * By-laws of the Company.
3.3 **** Amended and Restated Articles of Incorporation of the Company.
3.4 **** Amended and Restated Bylaws of the Company.
4.1 **** See Exhibits 3.3 and 3.4 for provisions of the Amended and Restated Articles of Incorporation
and the Amended and Restated Bylaws of the Company defining the rights of holders of Common
Stock of the Company .
4.2 ** Form of Common Stock Certificate of the Company.
10.1 **** Employment Agreement between Jack L. Aronowitz and the Company dated December 31, 1992, as
amended.
10.2 **** Amended and Restated 1992 Incentive Stock Option Plan.
10.3 **** Cancellation and Exclusive License Agreement between Jack Aronowitz and the Company dated
January 31, 1996.
10.4 **** Employment Agreement between John Pippert and the Company dated January 31, 1996.
10.5 **** Employment Agreement between Cleve Laird and the Company dated January 31, 1996.
10.6 * Lease-Pompano Beach, Florida.
10.6.1 **** Business Lease Extension-Pompano Beach, Florida.
10.6.2 **** Main Lease-Menlo Park, California; Sublease-Menlo Park.
10.6.3 **** Assignment and Assumption of Sublease and Landlord's Consent Thereto between Menlo Business
Park, Patrician Associates, Inc., Flora, Inc., Pharma Patch PLC and Technical Chemicals and
Products, Inc. dated November 15, 1995.
10.7 * Health-Mark Diagnostics, Inc. Shareholders Agreement dated March 7, 1994.
10.8 *** Stock Option Agreement with Cleve Laird dated July 29, 1994.
10.9 * Letter Agreement with John Faro (for stock options) dated August 12, 1994.
10.10 ** Warrant Agreement between the Company and Jack L. Aronowitz.
10.11 **** Supplemental Agreement by and between Pharma Patch Public Limited Company and PP Holdings,
Inc. dated January 16, 1996.
10.12 **** Stock Option Agreement with John Pippert.
10.13 * Agreement between Company and Equity Communications dated January 6, 1995.
10.14 **** Letter Agreement between the Company and Redstone Securities, Inc. dated January 15, 1996.
10.15 **** Letter Agreement between the Company and Ira Weingarten dated January 15, 1996.
10.16 **** Letter Agreement with Flora, Inc. dated February 5, 1996.
10.17 ***** Employment Agreement between the Company and Martin Gurkin dated January, 1996.
10.18 ***** Stock Option Agreement with Martin Gurkin dated November, 1996.
27 Filed Financial Data Schedule (EDGAR Filing)
Herewith
99.1 * Licenses, Permits and Approvals-Federal.
99.2 * Licenses, Permits and Approvals-State.
99.3 * Licenses, Permits and Approvals-County.
99.4 * FDA Product List.
99.5 * United States Patents.
99.7 ***** Pharmetrix Division of TCPI Patents.
99.8 ***** Pharmetrix Division of TCPI Licenses, Permits and Approvals.
99.6 * Canadian Patents.
* Incorporated by reference to exhibit of the same number in Registration Statement on Form
SB-2 filed on October 28, 1994 (No. 33-85756).
** Incorporated by reference to exhibit of the same number in Amendent No. 4 to the
Registration Statement on Form S-1 filed April 23, 1996 (No. 333-1272).
*** Incorporated by reference to exhibit of the same number in Amendment No. 1 to Registration
Statement on Form SB-2 filed on January 13, 1995 (No. 33-85756).
**** Incorporated by reference to exhibit of same number filed in the Company's Registration
Statement on Form S-1 on February 12, 1996 (No. 333-1272).
***** Incorporated by reference to exhibit of the same number filed in Amendment No. 2 to the
Company's Registration Statement on Form S-1 on March 20, 1996.
<FN>
(b) Reports On Form 8-K
No reports on Form 8-K were filed during the quarter for which this report is being filed.
</FN>
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SIGNATURES
Pursuant to the requirements 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.
TECHNICAL CHEMICALS AND PRODUCTS, INC.
Date: May 14, 1997 By: /SIGNED/
Stuart R. Streger
Vice President and
Chief Financial Officer
(Duly authorized officer and
principal accounting officer)
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EXHIBIT INDEX TO EXHIBITS
NUMBER
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3.1 * Articles of Incorporation of the Company, as amended.
3.2 * By-laws of the Company.
3.3 **** Amended and Restated Articles of Incorporation of the Company.
3.4 **** Amended and Restated Bylaws of the Company.
4.1 **** See Exhibits 3.3 and 3.4 for provisions of the Amended and Restated Articles of Incorporation
and the Amended and Restated Bylaws of the Company defining the rights of holders of Common
Stock of the Company .
4.2 ** Form of Common Stock Certificate of the Company.
10.1 **** Employment Agreement between Jack L. Aronowitz and the Company dated December 31, 1992, as
amended.
10.2 **** Amended and Restated 1992 Incentive Stock Option Plan.
10.3 **** Cancellation and Exclusive License Agreement between Jack Aronowitz and the Company dated
January 31, 1996.
10.4 **** Employment Agreement between John Pippert and the Company dated January 31, 1996.
10.5 **** Employment Agreement between Cleve Laird and the Company dated January 31, 1996.
10.6 * Lease-Pompano Beach, Florida.
10.6.1 **** Business Lease Extension-Pompano Beach, Florida.
10.6.2 **** Main Lease-Menlo Park, California; Sublease-Menlo Park.
10.6.3 **** Assignment and Assumption of Sublease and Landlord's Consent Thereto between Menlo Business
Park, Patrician Associates, Inc., Flora, Inc., Pharma Patch PLC and Technical Chemicals and
Products, Inc. dated November 15, 1995.
10.7 * Health-Mark Diagnostics, Inc. Shareholders Agreement dated March 7, 1994.
10.8 *** Stock Option Agreement with Cleve Laird dated July 29, 1994.
10.9 * Letter Agreement with John Faro (for stock options) dated August 12, 1994.
10.10 ** Warrant Agreement between the Company and Jack L. Aronowitz.
10.11 **** Supplemental Agreement by and between Pharma Patch Public Limited Company and PP Holdings,
Inc. dated January 16, 1996.
10.12 **** Stock Option Agreement with John Pippert.
10.13 * Agreement between Company and Equity Communications dated January 6, 1995.
10.14 **** Letter Agreement between the Company and Redstone Securities, Inc. dated January 15, 1996.
10.15 **** Letter Agreement between the Company and Ira Weingarten dated January 15, 1996.
10.16 **** Letter Agreement with Flora, Inc. dated February 5, 1996.
10.17 ***** Employment Agreement between the Company and Martin Gurkin dated January, 1996.
10.18 ***** Stock Option Agreement with Martin Gurkin dated November, 1996.
27 Filed Financial Data Schedule (EDGAR Filing)
Herewith
99.1 * Licenses, Permits and Approvals-Federal.
99.2 * Licenses, Permits and Approvals-State.
99.3 * Licenses, Permits and Approvals-County.
99.4 * FDA Product List.
99.5 * United States Patents.
99.7 ***** Pharmetrix Division of TCPI Patents.
99.8 ***** Pharmetrix Division of TCPI Licenses, Permits and Approvals.
99.6 * Canadian Patents.
* Incorporated by reference to exhibit of the same number in Registration Statement on Form
SB-2 filed on October 28, 1994 (No. 33-85756).
** Incorporated by reference to exhibit of the same number in Amendent No. 4 to the
Registration Statement on Form S-1 filed April 23, 1996 (No. 333-1272).
*** Incorporated by reference to exhibit of the same number in Amendment No. 1 to Registration
Statement on Form SB-2 filed on January 13, 1995 (No. 33-85756).
**** Incorporated by reference to exhibit of same number filed in the Company's Registration
Statement on Form S-1 on February 12, 1996 (No. 333-1272).
***** Incorporated by reference to exhibit of the same number filed in Amendment No. 2 to the
Company's Registration Statement on Form S-1 on March 20, 1996.
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(The Company's Quarterly Report on Form 10-Q for the Period Ending
March 31, 1997)
</LEGEND>
<CIK> 0000924921
<NAME> STU STREGER
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,354,032
<SECURITIES> 10,977,138
<RECEIVABLES> 1,350,472
<ALLOWANCES> 18,165
<INVENTORY> 1,380,983
<CURRENT-ASSETS> 15,606,768
<PP&E> 3,347,627
<DEPRECIATION> 682,752
<TOTAL-ASSETS> 36,171,657
<CURRENT-LIABILITIES> 1,197,726
<BONDS> 171,414
0
0
<COMMON> 9,974
<OTHER-SE> 34,792,543
<TOTAL-LIABILITY-AND-EQUITY> 36,171,657
<SALES> 1,279,671
<TOTAL-REVENUES> 1,289,104
<CGS> 628,569
<TOTAL-COSTS> 628,569
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,288
<INCOME-PRETAX> (1,229,775)
<INCOME-TAX> (455,016)
<INCOME-CONTINUING> (774,759)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (774,759)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.08)
</TABLE>
