<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One) FORM 10-QSB
[X] Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2000
[ ] Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 000-26434
Kyzen Corporation
(Exact Name of the Small Business Issuer as
Specified in Its Charter)
Tennessee 87-0475115
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
430 Harding Industrial Drive, Nashville, TN 37211
(Address of Principal Executive Offices)
(615) 831-0888
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
4,777,787 shares of Common Stock, $0.01 par value per share,
outstanding as of May 2, 2000
Transitional Small Business Disclosure Format (Check one):
[ ] Yes [X] No
Page 1 of 15
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I Financial Information
Item 1. Financial Statements:
Balance Sheet as of March 31, 2000 (unaudited) and
December 31, 1999 (audited) 3
Statement of Operations for the three months ended
March 31, 2000 (unaudited) and 1999 (unaudited) 4
Statement of Cash Flows for the three months ended
March 31, 2000 (unaudited) and 1999 (unaudited) 5
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
Page 2 of 15
<PAGE> 3
KYZEN CORPORATION
BALANCE SHEET
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- -----------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 536,677 $ 589,039
Accounts receivable, net of allowance for doubtful accounts
of $13,248 in 2000 and $9,345 in 1999 1,028,675 650,639
Inventory 345,749 445,438
Other current assets 81,384 69,605
----------- -----------
Total current assets 1,992,485 1,754,721
Property and equipment, net 654,779 673,545
Patents, net 221,274 210,040
----------- -----------
Total assets $ 2,868,538 $ 2,638,306
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 646,486 $ 505,832
Accounts payable to related parties 17,365 1,460
----------- -----------
Total current liabilities 663,851 507,292
----------- -----------
Total liabilities 663,851 507,292
----------- -----------
Shareholders' equity:
Preferred Stock, $0.01 par value per
share, 10,000,000 shares
authorized, no shares issued or
outstanding at March 31, 2000 or
December 31, 1999; 100,000 of which
have been designated Series A Junior Participating -- --
Preferred Stock
Common Stock, $0.01 par value per
share, 40,000,000 shares
authorized, 4,777,787 and 5,100,014
shares issued and
outstanding at March 31, 2000 and December 31, 1999 47,778 51,001
Additional paid-in capital 5,302,717 5,299,494
Treasury stock, at cost (313) (313)
Accumulated deficit (3,145,495) (3,219,168)
----------- -----------
Total shareholders' equity 2,204,687 2,131,014
----------- -----------
Total liabilities and shareholders' equity $ 2,868,538 $ 2,638,306
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 3 of 15
<PAGE> 4
KYZEN CORPORATION
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
----------- -----------
(UNAUDITED)
<S> <C> <C>
Net sales $ 1,690,920 $ 1,604,094
Cost of sales 767,762 673,371
----------- -----------
Gross profit 923,158 930,723
Operating costs and expenses:
Selling, marketing, general and administrative 751,012 767,414
Research and development expenses 101,860 103,765
----------- -----------
Total operating expenses 852,872 871,179
----------- -----------
Operating income 70,286 59,544
Other income (expense) 3,387 (82,406)
----------- -----------
Net income (loss) $ 73,673 $ (22,862)
=========== ===========
Earnings (loss) per share - basic $ 0.02 $ (0.00)
Earnings (loss) per share - diluted 0.02 (0.00)
Weighted average shares outstanding - basic 4,816,738 5,006,681
Weighted average shares outstanding - diluted 4,818,169 5,006,681
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 4 of 15
<PAGE> 5
KYZEN CORPORATION
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
--------- ---------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 73,673 $ (22,862)
Adjustments to reconcile net income (loss) to net cash used by
operating activities:
Depreciation and amortization 68,670 69,590
Increase in accounts receivable (378,036) (106,353)
Decrease (increase) in inventory 99,689 (16,926)
Decrease (increase) in other current assets (11,779) 10,037
Decrease in interest receivable from related parties -- 87,181
Increase in accounts payable and accrued expenses 156,559 45,248
--------- ---------
Net cash provided (used) by operating activities 8,776 65,915
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (45,502) (37,241)
Purchase of patent rights and related expenditures (15,636) (18,039)
--------- ---------
Net cash used by investing activities (61,138) (55,280)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: -- --
--------- ---------
Net cash used by financing activities -- --
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (52,362) 10,635
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 589,039 523,915
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 536,677 $ 534,550
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 5 of 15
<PAGE> 6
KYZEN CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 BASIS OF PRESENTATION
BACKGROUND
Kyzen(R) Corporation ("Kyzen" or the "Company") was formed to develop
environmentally safer chemical solutions to replace ozone-depleting solvents.
The Company manufacturers and markets chemical solutions and processes used in
high-technology cleaning applications, including electronic assemblies and
precision metal and plastic components where precision cleaning processes are
required. The Company also manufactures peripheral equipment such as process
control systems and chemical handling systems that enhance the use by customers
of the Company's chemical solutions. Sales of such equipment totaled 2% and 3%
of net sales in the three months ended March 31, 2000 and March 31, 1999,
respectively. Typically these products are sold as separate items and are
integrated into a cleaning process by the customer or by the Company as part of
a contract service. The Company's operations are located in Nashville, Tennessee
and Manchester, New Hampshire.
The Company's operations are conducted within one reportable segment. Sales to
customers outside the United States totaled $378,916 or 22% of net sales in the
three months ended March 31, 2000, and $181,516 or 11% of net sales in the three
months ended March 31, 1999. One customer accounted for 13% of net sales during
the first quarter of 2000. No other customer accounted for more than 10% of net
sales for the period.
INTERIM FINANCIAL STATEMENTS
The interim balance sheet at March 31, 2000 and the interim statements of
operations and of cash flows for the three months ended March 31, 2000 and 1999
are unaudited, and certain information and footnote disclosure related thereto,
normally included in the financial statements prepared in accordance with
generally accepted accounting principles, have been omitted, although management
believes that the disclosures herein are adequate to make information presented
not misleading. In the opinion of management, the unaudited interim financial
statements were prepared following the same policies and procedures used in the
preparation of the audited financial statements and all adjustments, consisting
only of normal recurring adjustments to fairly present the financial position,
results of operations and cash flows with respect to the interim financial
statements, have been included. These statements should be read in conjunction
with the Company's financial statements for the year ended December 31, 1999,
which are included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999. The results of operations for the interim periods are
not necessarily indicative of the results for the entire year.
EARNINGS PER SHARE
In accordance with the provisions of Statement of Financial Accounting Standards
No. 128, "Earnings per Share" ("SFAS No. 128"), the Company calculates basic
earnings per share as income available to common shareholders divided by the
weighted average number of shares outstanding during the year. Diluted earnings
per share is calculated using the "if converted method" for convertible
securities and the treasury stock method for options and warrants as prescribed
by Accounting Principles Board Opinion No. 15. SFAS No. 128 has been applied to
periods presented.
SFAS No. 128 requires the Company to disclose a reconciliation of the numerators
and denominators used in basic and diluted earnings per share. Basic earnings
per share have been computed by dividing net income (loss) by the weighted
average number of shares outstanding. Diluted earnings per share has been
computed by dividing net income (loss) by the weighted average number of shares
outstanding, including the dilutive effects of common stock options using the
treasury stock method which resulted in an additional 11,842 shares outstanding
in 2000. Because the Company incurred a net loss in 1999, the effect of common
stock options was not included in the computation of diluted earnings per share
as such effect was anti-dilutive.
Page 6 of 15
<PAGE> 7
KYZEN CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 2 INVENTORY
The following table details the components of inventory:
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
(unaudited)
<S> <C> <C>
Raw Materials $195,042 $294,042
Work in process 1,705 1,705
Finished goods 149,002 149,691
======== ========
Total Inventory $345,749 $445,438
======== ========
</TABLE>
NOTE 3 SHAREHOLDER RIGHTS PLAN
In January 1999, the Board of Directors of the Company adopted a Shareholder
Rights Plan (the "Plan"). Under the terms of the Plan, the Company declared a
dividend of preferred stock purchase rights (the "Rights") which generally
become exercisable upon the earlier of ten days following a public announcement
that a person or group has acquired 15% or more of the Company's Common Stock or
ten days following the announcement of a tender offer which would result in a
person or group acquiring 15% or more of the Company's Common Stock. The Rights
entitle the registered holder of one share of Common Stock to purchase from the
Company one one-hundredth of a share of $0.01 par value Series A Junior
Participating Preferred Stock of the Company at a purchase price of $5.00 per
right (the "Purchase Price"), subject to certain adjustments. The Rights expire
at the close of business on January 15, 2009 unless earlier redeemed or extended
by the Company.
Under certain circumstances, the Plan allows each holder of Common Stock, other
than the acquiring person or group, to receive upon exercise, the number of
shares of Common Stock having a value equal to two times the Purchase Price.
NOTE 4 INCOME TAXES
No provision for income taxes has been included due to the availability of net
operating loss carryforwards sufficient to cover the first quarter 2000
earnings.
Page 7 of 15
<PAGE> 8
KYZEN CORPORATION
PART II OTHER INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPARISON OF QUARTERS ENDED MARCH 31, 2000 AND MARCH 31, 1999
Net sales for the quarter ended March 31, 2000 from all business activities
increased approximately 5% or $86,826 to $1,690,920 as compared to $1,604,094
for the quarter ended March 31, 1999. While the growth in the core electronics
assembly cleaning is currently in a slow period, we continued to grow our
business with market penetration through new product innovations and effective
execution by our field staff. International sales as a percentage of net sales
increased from 11%, or $181,516 during the first quarter of 1999, to 22% or
$378,916 during the first quarter of 2000 as certain customers completed
manufacturing site changeovers and began to ramp up production in their new
facilities.
Gross profit for the quarter ended March 31, 2000 decreased 1% or $7,565 to
$923,158, as compared to $930,723 in the first quarter of 1999. This decrease is
primarily due to increased sales of products with lower profit margins and
increased international sales, which also typically have lower profit margins
due to additional distribution cost.
Selling, marketing, general and administrative expenses for the quarter ended
March 31, 2000 decreased 2% or $16,402 to $751,012 as compared to $767,414 for
the quarter ended March 31, 1999. This decrease is the result of continuing
efficient administrative operations including savings generated by using
in-house personnel to generate and print our annual report.
Research and development expenses remained fairly constant for the quarter ended
March 31, 2000 by decreasing 2% or $1,905 to $101,860 from $103,765 for the
quarter ended March 31, 1999.
Operating income for the quarter ended March 31, 2000 increased 18% or $10,742
to $70,286 as compared to $59,544 for the quarter ended March 31, 1999. This
increase is the result of lower selling, general and administrative expenses
which was offset by slightly lower gross margins in the first quarter of 2000
over the first quarter of 1999.
Other income (expense) includes interest income of $3,721 and interest expense
of $334 for the quarter ended March 31, 2000. Interest income decreased by
$1,057 from $4,778 for the first quarter 1999. This decrease is primarily due to
lower cash balances on hand. Interest expense for the first quarter of 2000
decreased $86,850 from $87,184 in the first quarter 1999. The decrease reflects
management's decision to recognize in the first quarter of 1999 a non-cash
interest charge for impairment of a note payable to the Company from former
employees.
FORWARD-LOOKING STATEMENTS
Management has included in this report certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used,
statements which are not historical in nature, including the words "anticipate,"
"estimate," "should," "expect," "believe," "intend" and similar expressions are
intended to identify forward-looking statements. Such statements are, by their
nature, subject to certain risks and uncertainties. Among the factors that could
cause actual results to differ materially from those projected are the
following: business conditions and the general economy as they affect interest
rates; business conditions as they affect manufacturers of chemical raw
materials; the federal, state and local regulatory environment; changes in the
import and export rules, regulations and tariffs as they apply to countries
where the Company conducts its business; the ability of the Company to obtain
financing or equity capital with favorable terms and conditions; the
availability of new expansion and acquisition opportunities; changes in the
financial condition or corporate strategy of the Company's primary customers;
and the ability of the Company to develop new competitive product lines. Actual
results, events and performance may differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to release publicly the results of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of funds has been cash flows from operations. The
Company's primary uses of funds are the funding of research and development of
new product lines, purchase of capital equipment, pursuit of patents and sales
and marketing activities.
As of March 31, 2000, the Company had working capital of $1,328,634, compared to
$1,247,429 as of December 31, 1999, representing an increase of $81,205 or 7%
from December 31, 1999. This increase is due to increased sales during the last
30-45 days of the quarter which resulted in higher accounts receivable balances,
offset by lower cash, lower inventory and higher accounts payable balances.
Page 8 of 15
<PAGE> 9
KYZEN CORPORATION
PART II (CONT.)
Cash provided by operations of $8,776 in the first quarter of 2000 represented a
$57,139 or 87% decrease over cash provided by operations of $65,915 during same
period in 1999. This decrease resulted from increased net income, higher
accounts payable balances, and lower inventory levels, offset by increases in
accounts receivable and other current assets and lower interest receivable.
Cash used by investing activities of $61,138 in the quarter ended March 31, 2000
represented a $5,858 or 11% increase from cash used by investing activities
during the quarter ended March 31, 1999 of $55,280. This increase was due to
slightly higher fixed asset purchases for computer and office equipment, offset
by lower expenditures on patents in the first quarter of 2000 as compared to the
first quarter of 1999.
The Company used no cash for financing activities for either of the quarters
ended March 31, 2000 or March 31, 1999.
The Company anticipates, based on currently proposed plans and assumptions
relating to its operations and expansion plans, that its current cash balances
together with projected cash flow from operations will be sufficient to satisfy
its contemplated cash requirements at least through December 31, 2000. The
Company's cash requirements for the remainder of 2000 and beyond will depend
primarily upon the level of sales of chemical products, product development,
sales and marketing expenditures, timing of acquisitions, timing of expansion
plans and capital expenditures. In the event the Company's plans change, or its
assumptions change or prove to be inaccurate (due to unanticipated expenses,
delays, or otherwise), the Company could be required to seek additional
financing from public or private debt and equity markets prior to such time.
There can be no assurance, however, that these sources will be available to the
Company on favorable terms, and unfavorable markets could limit the Company's
ability to obtain additional financing. Further, there can be no assurance that
the Company will obtain a credit facility or that, if obtained, it will be on
favorable terms. Failure to obtain financing on terms favorable to the Company
could have a material adverse effect on the Company's financial condition and
results of operations. Additionally, the Company plans to continue to
investigate potential acquisition candidates that are consistent with the
Company's growth strategies, which would create additional financing needs for
the Company.
INTERNATIONAL TRADE DEVELOPMENTS
In 1998, manufacturers in the Peoples Republic of China became significant
suppliers to the Company. In 1999, the Company imported approximately 35% of its
raw material from foreign sources, the largest being China. The Company expects
to continue to import about the same amount of raw material from foreign sources
in 2000. President Clinton has submitted legislation to Congress to extend
Permanent Normal Trade Relations (PNTR) status to the People's Republic of
China. The Company believes ratification of this legislation should mitigate
some of the potential risk of importing materials from China. If the proposed
legislation is not approved by Congress, the Company will continue to obtain a
large portion of these raw materials domestically and has contingency plans if
Chinese sources are no longer able to provide them.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities. The Company has adopted
the provisions of SFAS No. 133 effective January 1, 2000. As the Company has not
engaged, and does not plan to engage in derivative or hedging activities, the
adoption of SFAS No. 133 has not had a material impact on the Company's
financial condition or results of operations.
Page 9 of 15
<PAGE> 10
KYZEN CORPORATION
PART II (CONT.)
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On April 5, 2000, the Company filed a Schedule 14D-9 with the Securities
and Exchange Commission reporting that it had received an unsolicited
acquisition proposal from Petroferm, Inc. which was seeking to acquire
Kyzen at a cash price of $1.00 per share of common stock. The Company's
Board of Directors met and thoroughly evaluated the offer and unanimously
concluded that Kyzen's shareholders should derive much greater value in the
long term by continuing as an independent company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
Exhibit 3.1 Registrant's Amended and Restated Charter (6)
Exhibit 3.2 Amended Bylaws of Registrant (6)
Exhibit 4.1 Warrant and Registration Rights Agreement by and
among Kyzen Corporation, Paulson Investment Company,
Inc., Nutmeg Securities, Ltd. and LaJolla Securities
dated August 3, 1995 (1)
Exhibit 4.5 Specimen of Common Stock Certificate (7)
Exhibit 4.6 Specimen of Warrant Certificate (7)
Exhibit 10.1 Lease Agreement, dated June 11, 1993, between
Harding Business Park, a partnership, and Registrant
for Registrant's headquarters and chemical
manufacturing facilities (1)
Exhibit 10.3 Employee Agreements dated January 1, 1994 with
officers and key employees of Registrant (1)
(a) Kyle J. Doyel*
(b) Michael L. Bixenman*
(c) Thomas M. Forsythe*
Exhibit 10.4 1994 Employee Stock Option Plan* and forms of Stock
Option Grant, Acceptance and Exercise Notice and
Agreement (1)
Exhibit 10.5 First Amendment to the 1994 Employee Stock Option
Plan* (1)
Exhibit 10.6 Loan Agreements and 5% Promissory Notes between
officers and key employees and Registrant: (1)
(a) Kyle J. Doyel*
(b) Michael L. Bixenman*
(c) James J. Andrus*
(d) Benjamin D. Wolfley*
(e) Thomas M. Forsythe*
Exhibit 10.7 Purchase Agreement, dated May 1, 1990 between Bix
Manufacturing Company, Inc. and Registrant (1)
Exhibit 10.8 Technology Exchange Agreement, dated December 17,
1993 between Bix Manufacturing Company, Inc. and
Registrant (1)
Exhibit 10.20 Warrant Agreement between Kyzen Corporation and
American Stock Transfer & Trust Company (1)
Exhibit 10.21 Reassignment of Patents to Bix Manufacturing Company,
Inc. (1)
Page 10 of 15
<PAGE> 11
KYZEN CORPORATION
PART II (CONT.)
Exhibit 10.24 Lease Agreement, dated April 25, 1995 between
Five-Forty North Associates, a partnership, and the
Registrant for Registrant's offices, demonstration
facility, and equipment manufacturing facilities (2)
Exhibit 10.25 Amended Lease Agreement, dated December 30, 1997,
between Five-Forty North Associates, a partnership,
and the Registrant for Registrant's offices,
demonstration facility, and equipment manufacturing
facilities (2)
Exhibit 10.29 Amended Lease Agreement, dated April 1, 1998, between
Harding Business Park, a partnership, and the
Registrant for the Registrant's Nashville, TN
headquarters and chemical manufacturing facilities
(3)
Exhibit 10.30 Rights Agreement, dated January 15, 1999, between
Kyzen Corporation and American Stock Transfer & Trust
(4)
Exhibit 10.31 Form of Amendment No. 1 to Employment Agreements with
certain officers of the Company: (5)
(a) Kyle J. Doyel*
(b) Michael L. Bixenman*
(c) Thomas M. Forsythe*
Exhibit 10.32 Consulting Agreement with Redstone Securities (8)
Exhibit 27 Financial Data Schedule (for SEC use only)
* Indicates a management contract or compensation plan or arrangement.
(1) Filed as an exhibit to the Company's Registration Statement on
Form SB-2 (No. 33-91854-A) previously filed pursuant to the
Securities Act of 1933 and hereby incorporated by reference.
(2) Filed as an exhibit to the Company's annual report on Form
10-KSB for the year ended December 31, 1997, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
(3) Filed as an exhibit to the Company's quarterly report on Form
10-QSB for the quarter ended March 31, 1998, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
(4) Filed as an exhibit to the Company's filing on Form 8-A dated
January 15, 1999 previously filed pursuant to the Securities
Exchange Act of 1934 and hereby incorporated by reference.
(5) Filed as an exhibit to the Company's quarterly report on Form
10-QSB for the quarter ended June 30, 1999, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
(6) Filed as an exhibit to the Company's Registration Statement on
Form S-3 (No. 333-82021) dated June 30, 1999, previously filed
pursuant to the Securities Act of 1933 and hereby incorporated
by reference.
(7) Filed as an exhibit to the Company's Registration Statement on
Form S-3\A (No. 333-82021) dated August 2, 1999, previously
filed pursuant to the Securities Act of 1933 and hereby
incorporated by reference.
(8) Filed as an exhibit to the Company's annual report on Form
10-KSB for the year ended December 31, 1999, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
(b) Reports on Form 8-K
On February 2, 2000, the Company filed a Form 8-K reporting that the
Company's common stock and warrants were no longer listed for trading on
The Nasdaq SmallCap Market and that, as of February 2, 2000, the Company's
common stock and warrants are quoted on the OTC Bulletin Board and continue
to be listed on the Boston Stock Exchange.
Page 11 of 15
<PAGE> 12
KYZEN CORPORATION
PART II (CONT.)
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
KYZEN CORPORATION
(Registrant)
Date May 12, 2000 /s/ Kyle J. Doyel
------------------- ----------------------------------------------
(Signature)
Kyle J. Doyel
President and Chief Executive Officer
Date May 12, 2000 /s/ Thomas M. Forsythe
------------------- ----------------------------------------------
(Signature)
Thomas M. Forsythe
Treasurer and Chief Accounting Officer
Page 12 of 15
<PAGE> 13
KYZEN CORPORATION
EXHIBITS
EXHIBIT INDEX AND EXHIBITS
Exhibit No. Description
----------- -----------
Exhibit 3.1 Registrant's Amended and Restated Charter (6)
Exhibit 3.2 Amended Bylaws of Registrant (6)
Exhibit 4.1 Warrant and Registration Rights Agreement by and
among Kyzen Corporation, Paulson Investment Company,
Inc., Nutmeg Securities, Ltd. and LaJolla Securities
dated August 3, 1995 (1)
Exhibit 4.5 Specimen of Common Stock Certificate (7)
Exhibit 4.6 Specimen of Warrant Certificate (7)
Exhibit 10.1 Lease Agreement, dated June 11, 1993, between
Harding Business Park, a partnership, and Registrant
for Registrant's headquarters and chemical
manufacturing facilities (1)
Exhibit 10.3 Employee Agreements dated January 1, 1994 with
officers and key employees of Registrant (1)
(d) Kyle J. Doyel*
(e) Michael L. Bixenman*
(f) Thomas M. Forsythe*
Exhibit 10.4 1994 Employee Stock Option Plan* and forms of Stock
Option Grant, Acceptance and Exercise Notice and
Agreement (1)
Exhibit 10.5 First Amendment to the 1994 Employee Stock Option
Plan* (1)
Exhibit 10.6 Loan Agreements and 5% Promissory Notes between
officers and key employees and Registrant: (1)
(f) Kyle J. Doyel*
(g) Michael L. Bixenman*
(h) James J. Andrus*
(i) Benjamin D. Wolfley*
(j) Thomas M. Forsythe*
Exhibit 10.7 Purchase Agreement, dated May 1, 1990 between Bix
Manufacturing Company, Inc. and Registrant (1)
Exhibit 10.8 Technology Exchange Agreement, dated December 17,
1993 between Bix Manufacturing Company, Inc. and
Registrant (1)
Exhibit 10.20 Warrant Agreement between Kyzen Corporation and
American Stock Transfer & Trust Company (1)
Exhibit 10.21 Reassignment of Patents to Bix Manufacturing Company,
Inc. (1)
Exhibit 10.24 Lease Agreement, dated April 25, 1995 between
Five-Forty North Associates, a partnership, and the
Registrant for Registrant's offices, demonstration
facility, and equipment manufacturing facilities (2)
Exhibit 10.25 Amended Lease Agreement, dated December 30, 1997,
between Five-Forty North Associates, a partnership,
and the Registrant for Registrant's offices,
demonstration facility, and equipment manufacturing
facilities (2)
Exhibit 10.29 Amended Lease Agreement, dated April 1, 1998, between
Harding Business Park, a partnership, and the
Registrant for the Registrant's Nashville, TN
headquarters and chemical manufacturing facilities
(3)
Exhibit 10.30 Rights Agreement, dated January 15, 1999, between
Kyzen Corporation and American Stock Transfer & Trust
(4)
Exhibit 10.31 Form of Amendment No. 1 to Employment Agreements with
certain officers of the Company: (5)
(d) Kyle J. Doyel*
(e) Michael L. Bixenman*
(f) Thomas M. Forsythe*
Exhibit 10.32 Consulting Agreement with Redstone Securities (8)
Exhibit 27 Financial Data Schedule (for SEC use only)
* Indicates a management contract or compensation plan or arrangement.
Page 13 of 15
<PAGE> 14
KYZEN CORPORATION
EXHIBITS (CONT)
(1) Filed as an exhibit to the Company's Registration Statement on
Form SB-2 (No. 33-91854-A) previously filed pursuant to the
Securities Act of 1933 and hereby incorporated by reference.
(2) Filed as an exhibit to the Company's annual report on Form
10-KSB for the year ended December 31, 1997, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
(3) Filed as an exhibit to the Company's quarterly report on Form
10-QSB for the quarter ended March 31, 1998, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
(4) Filed as an exhibit to the Company's filing on Form 8-A dated
January 15, 1999 previously filed pursuant to the Securities
Exchange Act of 1934 and hereby incorporated by reference.
(5) Filed as an exhibit to the Company's quarterly report on Form
10-QSB for the quarter ended June 30, 1999, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
(6) Filed as an exhibit to the Company's Registration Statement on
Form S-3 (No. 333-82021) dated June 30, 1999, previously filed
pursuant to the Securities Act of 1933 and hereby incorporated
by reference.
(7) Filed as an exhibit to the Company's Registration Statement on
Form S-3\A (No. 333-82021) dated August 2, 1999, previously
filed pursuant to the Securities Act of 1933 and hereby
incorporated by reference.
(8) Filed as an exhibit to the Company's annual report on Form
10-KSB for the year ended December 31, 1999, previously filed
pursuant to the Securities Exchange Act of 1934 and hereby
incorporated by reference.
Page 14 of 15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET DATED AS OF MARCH 31, 2000 AND RELATED STATEMENTS OF OPERATIONS AND CASH
FLOW FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2000 OF KYZEN CORPORATION AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 536,677
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 13,248
<INVENTORY> 345,749
<CURRENT-ASSETS> 1,992,485
<PP&E> 1,756,682
<DEPRECIATION> 1,010,903
<TOTAL-ASSETS> 2,868,538
<CURRENT-LIABILITIES> 663,851
<BONDS> 0
0
0
<COMMON> 51,001
<OTHER-SE> 2,204,687
<TOTAL-LIABILITY-AND-EQUITY> 2,868,538
<SALES> 1,690,920
<TOTAL-REVENUES> 1,690,920
<CGS> 767,762
<TOTAL-COSTS> 767,762
<OTHER-EXPENSES> 852,872
<LOSS-PROVISION> 13,248
<INTEREST-EXPENSE> 334
<INCOME-PRETAX> 73,673
<INCOME-TAX> 0
<INCOME-CONTINUING> 73,673
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 73,673
<EPS-BASIC> 0.02
<EPS-DILUTED> 0.02
</TABLE>
