<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
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: 0-20963
UROQUEST MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-3176454
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification Number)
265 East 100 South, Suite 220, Salt Lake City, UT 84111
(Address of principal executive offices) (Zip Code)
(801) 322-1554
(Registrant's telephone number, including area code)
----------
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Common Stock
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. X Yes No
----- -----
Indicate by check mark if 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 of information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
-----
As of March 20, 1997, the aggregate market value of the voting stock held
by non-affiliates of the registrant is approximately $35,378,000 based on the
closing sale price as reported on the Nasdaq National Market on such date.
Shares of Common Stock held by officers, directors and holders of more than 5%
of the outstanding Common Stock have been excluded from this calculation because
such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
The number of shares of Common Stock outstanding on March 20, 1997 was
11,844,602
================================================================================
<PAGE> 2
This amendment to the Company's Annual Report on Form 10-K is being filed to
include the information required by Part III.
PART III
- --------------------------------------------------------------------------------
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
RICHARD C. DAVIS, M.D., age 43, has been a director and Chairman of the Board
since the Company's inception and its Chief Science Officer since November
1994. Dr. Davis invented the On-Command Catheter and was responsible for all
research and development activities of the Company. In 1989, he founded Code
Blue Medical Corporation, a marketer of disposable medical devices ("Code Blue")
and served as Chairman until April 1992, when Code Blue was sold to Ballard
Medical Products, a medical products company. Dr. Davis is named as an inventor
in over 40 United States patents. Dr. Davis holds an M.D. from the Medical
College of Virginia and a B.S. in Chemistry from Old Dominion University.
TERRY E. SPRAKER, Ph.D., age 48, has been a director and President and Chief
Executive Officer of the Company since May 1997. Before joining the Company Mr.
Spraker was President and Chief Executive Officer of EP Technologies, Inc., a
manufacturer of interventional cardiac electrophysiology products, from October
1992 until August 1996. Prior to joining EP Technologies, Mr. Spraker was
President of the Medical Systems Division of Ohmeda, a medical equipment and
pharmaceutical manufacturer of anesthesia and critical care products company,
from July 1992 until October 1992 and V.P./General Manager of Anesthesia Systems
from July 1987 through June 1992 Mr. Spraker held various general management and
engineering positions with medical device and equipment manufacturers from
October 1977 to June 1987. Mr. Spraker is also a director of Kyphon Corporation,
a privately-held medical device company. Mr. Spraker holds a B.S. in Engineering
from the University of Bridgeport, a M.S. in Electrical Engineering and a Ph.D.
in Bioengineering from Pennsylvania State University.
TOM E. BRANDT, age 43, has been a director and Chief Operating Officer since
October 1996. Mr. Brandt has served as President and Chief Executive Officer of
Bivona, Inc. ("Bivona"), a subsidiary of the Company which produces and markets
medical products since June 1989. Prior to joining Bivona, Mr. Brandt held
various management, marketing and engineering positions with Dow Corning
Corporation, a chemical company. Mr. Brandt holds an M.B.A. from Central
Michigan University and a B.S. in Engineering from Iowa State University.
JACK W. LASERSOHN, age 43, has served as a director of the Company since June
1995. Mr. Lasersohn has been a Managing Director of The Vertical Group, Inc., a
private venture capital and investment management firm, since its formation in
1989 by former principals of F. Eberstadt & Co., Inc. From 1981 to 1989, he was
a Vice President and later a Managing Director of the venture capital division
of F. Eberstadt & Co., Inc. Mr. Lasersohn also serves as a director of
CardioThoracic Systems, Inc., a medical device company, VitalCom Inc., a health
care information systems company, and a number of privately-held health care
companies. He holds a J.D. from Yale University and an M.A. and B.S. from Tufts
University.
GARY NEI, age 53, has been a director since June 1994. Mr. Nei is currently
Chairman of the Board of B&B Publishing, a publishing company, and has served as
such since May 1995. He also serves as a consultant. Previously, Mr. Nei was
President and Chief Executive Officer of Eon Labs, a pharmaceutical company,
from February 1992 until January 1995. From November 1988 until December 1991,
he served as the President and Chief Executive Officer of Lyphomed, Inc., a
pharmaceutical company. From 1985 until 1986, he served as Executive Vice
President of Baxter International, a health care company. He is also a director
of W. H. Brady Co., an adhesives and graphics technology company, and Nei Turner
<PAGE> 3
Interactive, a software company. He holds an M.B.A. from Northwestern
University and a B. A. from Ripon College.
MAYNARD RAMSEY, III, M.D. Ph.D., age 53, has been a director since March 1994.
Dr. Ramsey is Chief Executive Officer and Chief Science Officer of ARZCO Medical
Systems, Inc., a medical products company. Dr. Ramsey was the founder of Applied
Medical Research, Inc., a medical products company which was acquired by Johnson
& Johnson Co. in 1979 and became the patient monitoring business of Critikon,
Inc. While at Critikon, Inc., Dr. Ramsey served as Vice President of Science
and Technology and Vice President of Research and Development from 1979 until
March 1994. Dr. Ramsey has received numerous awards for his scientific and
research achievements, holds 16 United States patents, has authored 12
publications and presented 21 papers. He holds an M.D. and a Ph.D. from Duke
University and a B.A. in Chemistry from Emory University.
ELIZABETH H. WEATHERMAN, age 37, has served as a director of the Company since
June 1995. Ms. Weatherman is a Managing Director and member of E.M. Warburg,
Pincus & Co., LLC, a private investment firm, and has been with the firm since
June 1988. Ms. Weatherman is also a director of Xomed Surgical Products, Inc.,
a medical device company, VitalCom Inc., a health care information systems
company and several privately-held health care companies. Ms. Weatherman holds
an M.B.A. from Stanford University and a B.A. from Mount Holyoke College.
EXECUTIVE OFFICERS
JEFFREY L. KAISER, age 46, has served as Vice President, Chief Financial
Officer, Treasurer, and Secretary since May 1997. From March 1990 until June
1996, Mr. Kaiser was Vice President, Finance and Administration and CFO of EP
Technologies, a manufacturer of interventional cardiac electrophysiology
products. From October 1988 until February 1990, Mr. Kaiser provided independent
financial and business consulting services to various companies. From March
1982 until September 1988, Mr. Kaiser was Chief Financial Officer of various
companies that manufactured computer hardware, styrofoam consumer products, and
fermentation equipment. Previously, Mr. Kaiser held various positions,
including Senior Audit Manager, with Ernst & Young. Mr. Kaiser holds a B.S. in
Business Administration from Miami University, Oxford, Ohio. He is a Certified
Public Accountant.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's officers and directors and persons owning ten percent of the Company's
Common Stock (collectively, "Reporting Persons") to file reports of ownership
with the Securities and Exchange Commission (the SEC"). Reporting Persons are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms filed.
Based solely on its review of the copies of such forms received or written
representations from certain Reporting persons that no Form 5's were required,
the Company believes that Reporting Persons compiled with all applicable filing
requirements during fiscal 1996.
<PAGE> 4
Item 11. EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the 1996
compensation of the Company's President and Chief Executive Officer and each of
the other four most highly compensated executive officers of the Company (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------- Awards
Name and Principal Position Year Salary Bonus Other Options
- --------------------------- ---- ------ ----- ----- -------
<S> <C> <C> <C> <C> <C>
Eric B. Hale...................1996 195,000 90,000 7,200(2) --
President & Chief 1995 190,000 -- 3,600(2) --
Executive Officer(1) 1994 185,000 -- -- --
Tom E. Brandt..................1996 168,000 -- -- --
Chief Operating Officer 1995 -- -- -- --
1994 -- -- -- --
Richard C. Davis, M.D..........1996 130,000 -- -- --
Chief Science Officer 1995 125,585 -- -- --
1994 87,692 -- -- --
Terrence L. Domin..............1996 120,000 5,000 -- --
Vice President, 1995 120,000 -- -- --
Administration(3) 1994 87,692 -- -- --
J. J. Donohue..................1996 125,000 3,000 -- 71,429
Vice President, Research 1995 -- -- -- --
& Development(4) 1994 -- -- -- --
</TABLE>
- ----------------
(1) Resigned, May 1997.
(2) Consists of a $600 per month automobile allowance paid by the Company.
(3) Effective January 1997, Bivona Vice President, Marketing and Sales.
(4) Effective January 1997, Bivona Vice President, Research and Development -
Urology.
OPTION GRANTS AND EXERCISES IN THE YEAR ENDED DECEMBER 31, 1996
AND FISCAL YEAR END OPTION VALUES
The following tables set forth certain information as to options granted and
exercised during the fiscal year ended December 31, 1996 and as to unexercised
options held at the end of such fiscal year by each Named Executive Officer of
the Company:
<TABLE>
<CAPTION>
Number of % of Total Potential Realizable Value at
Securities Options Exercise Assumed Annual Rates of Stock
Underlying Granted to Price Price Appreciation for Option Term
Options Employees in per Expiration ----------------------------------
Granted(1) Fiscal Year Share Date 5% 10%
---------- ----------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Eric B. Hale............. -- -- -- -- -- --
Tom E. Brandt............ -- -- -- -- -- --
Richard C. Davis, M.D.... -- -- -- -- -- --
Terrence L. Domin........ -- -- -- -- -- --
J. J. Donohue............ 71,429 100% 4.90 9/1/06 220,114 557,813
</TABLE>
- -----------
(1) Grants under the 1994 Stock Option Plan. The options generally have a
pro-rata five-year vesting period. Such options are not transferable other
than by will or the laws of descent and distribution.
<PAGE> 5
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Number Underlying Value of Unexercised
of Shares Unexercised Options In-the-Money
Acquired Value at 12/31/96 Options at 12/31/96(1)
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Eric B. Hale............. -- -- 118,631 166,089 730,145 1,022,239
Tom E. Brandt............ -- -- -- -- -- --
Richard C. Davis, M.D.... -- -- 67,872 39,271 410,626 237,590
Terrence L. Domin........ -- -- 190,962 128,563 1,155,320 777,806
J. J. Donohue............ -- -- 3,571 67,858 6,606 125,537
</TABLE>
- ------------------
(1) Value is based on the closing sale price of the Common Stock as of the last
business day of the year, December 31, 1996 ($6.75), minus the exercise
price.
BOARD MEETINGS AND COMMITTEES
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. During the fiscal
year ended December 31, 1996, the Board of Directors met on 6 occasions. No
director of the Company attended fewer than 75% of all board and committee
meetings. The Board of Directors has a Compensation Committee, which establishes
compensation policies and is responsible for determinations regarding salaries,
incentive compensation and other forms of compensation for directors, officers
and other employees of the Company. The Audit Committee has oversight over the
process of auditing the Company's internally prepared financial statements, and
is charged with reviewing any potential conflicts of interest. Officers are
elected by and serve at the discretion of the Board of Directors or pursuant to
individual employment agreements. There are no family relationships among the
directors or officers of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Nei and Lasersohn and Ms. Weatherman are members of the Compensation
Committee. During 1996 and through March 1997 Mr. Nei and Ms. Weatherman were
members of the Compensation Committee. The Compensation Committee met once in
February 1997 with regard to compensation regarding the Company's 1996 fiscal
year. In addition to the functions and responsibilities discussed above, the
Compensation Committee also administers the Company's incentive compensation
plans. Messrs. Nei and Lasersohn are members of the Audit Committee. During 1996
and through March 1997 Dr. Ramsey and Ms. Weatherman were members of the Audit
Committee. The Audit Committee met once in February 1997 with regard to the
Company's 1996 fiscal year.
COMPENSATION OF DIRECTORS
Directors of the Company do not receive cash for services they provide as
directors. All directors of the Company, other than those designated by Warburg
and Vertical, have been granted options to purchase an aggregate of 107,143
shares of Common Stock at an exercise price of $.70 per share. The options vest
over a five-year period, although all shares become immediately exercisable in
the event there is a change in control of Company.
<PAGE> 6
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation Philosophy
The objectives of the Company's executive compensation program are to align
compensation with business objectives and individual performance, and to enable
the Company to attract, retain and reward executive officers who contribute to
the long-term success of the Company. In seeking to achieve these objectives the
Company's executive compensation is based on the following principles.
Competitive and Fair Compensation
The Company is committed to providing an executive compensation program that
helps attract and retain highly qualified executives. To ensure that
compensation is competitive, the Company compares its compensation practices
with those of comparable medical products and other relevant companies in a
similar stage of development.
Short-term Cash Compensation
Cash compensation consists of two components: annual salary and cash incentive
compensation. The annual salaries and cash incentives of the executive officers
are evaluated based upon corporate and individual performance. While
industry-wide practices are deemed to be important indicators of appropriate
compensations levels, the Compensation Committee believes the most important
considerations are individual and corporate performance in setting an
executive's base salary and cash incentive compensation.
Corporate performance is evaluated by reviewing the extent to which strategic
and business planning goals and milestones are met. Individual performance is
evaluated by reviewing attainment of specific individual objectives and
milestones and the degree to which teamwork and Company values are fostered.
Cash incentive compensation is based upon the achievement of functional,
divisional and corporate goals as well as individual performance.
Long-term Incentive Compensation
Because not all short-term management accomplishments are directly related to
changes in short-term stockholder value, the Compensation Committee believes
that management should also have a long-term compensation component related to
increasing stockholder value. To assure that executive officers' goals and
accomplishments are linked with increasing stockholder value, the Compensation
Committee believes that the grant of options to purchase the Company's Common
Stock that become exercisable over an extended period of time should be an
integral part of the overall compensation philosophy.
Compensation Program Components
Annual compensation for the Company's executive officers currently consists of
three elements: salary, cash incentive compensation and equity participation.
Executive officers are also entitled to participate in the same benefit plans
available to other employees.
On an annual basis, goals for Company performance and individual goals and
objectives for each of the Company's executive officers (including the Chief
Executive Officer) are established by the Compensation Committee. Once a year,
all executive officers other than the Chief Executive Officer are evaluated by
the Chief Executive Officer on their performance with respect to their
individual goals and objectives. At that time, revised goals and objectives are
established, if appropriate. Based upon their performance relative to their
goals and objectives, the base salary of executive officers other than the Chief
Executive Officer generally is adjusted once per year by the Compensation
Committee.
<PAGE> 7
On an annual basis, the Compensation Committee evaluates the achievement of the
annual goals and objectives established for the Chief Executive Officer and his
contribution to the Company.
Stock option awards are designed to promote the identity of long-term interests
between the Company's employees and its stockholders and assist in the retention
of executives. The size of option grants is generally intended by the
Compensation Committee to reflect the executive's position with the Company and
his or her actual or potential contributions to the Company in relation to his
or her overall compensation. The Compensation Committee believes that stock
options have been and remain an excellent vehicle for compensating its
employees. Because the option exercise price of the employee is generally the
fair market value of the stock on the date of grant, employees recognize a gain
only if the value of the stock increases. Thus, employees with stock options are
rewarded for their efforts to improve the long-term value of the Common Stock.
1996 Compensation for the Chief Executive Officer
The amount and means of determining Mr. Eric Hale's base annual salary for 1996
was fixed by the terms of his employment agreement with the Company. Mr. Hale
resigned as President and CEO in May 1997. His employment agreement provided for
an annual base salary of $195,000, subject to yearly review and increase (but
not decrease), and such incentive bonus payments as the Compensation Committee
may from time to time determine.
In February 1997 the Company paid a cash bonus of $90,000 to its Chief Executive
Officer. The Compensation Committee intended for this bonus to represent
compensation for such officer's contributions to the development and
achievements of the Company through December 31, 1996, including events prior to
1996. For the Company's 1997 fiscal year, the Compensation Committee has set
additional goals and objectives for Company performance, as well as additional
individual goals and objectives with the intention of reviewing the
appropriateness of additional incentive cash compensation for such year.
The objectives achieved by the Company which the Compensation Committee
determined to be significant in determining Mr. Hale's 1996 salary and cash
incentive payment included (i) the execution of the Company's initial public
offering ("IPO"), (ii) FDA approval to commence clinical trials, and (iii) the
acquisition of BMT, Inc. The Compensation Committee expects that it will
continue to review compensation for the Chief Executive Officer on an annual
basis and will adjust his compensation based upon the achievement of goals and
objectives set for the Company.
Compliance with Internal Revenue Code Section 162 (m)
The Compensation Committee has not yet adopted a policy on the 1993 amendment to
the Internal Revenue Code of 1986, as amended (the "Code"), disallowing
deduction on compensation in excess of $1 million for certain executives of
public companies. The Company believes that options granted under the 1994 Stock
Option Plan are exempt from the limitation, and other compensation expected to
be paid during fiscal year 1997 is below the compensation limitation.
Compensation Committee:
Jack W. Lasersohn
Gary E. Nei
Elizabeth H. Weatherman
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Richard C. Davis, M.D.,
its Chairman of the Board and Chief Science Officer, Terry E. Spraker, President
and Chief Executive Officer, Tom E. Brandt, its Chief Operating Officer,
Terrence L. Domin, Bivona Vice President, Marketing and Sales and
<PAGE> 8
J.J. Donohue, Bivona Vice President, Research and Development - Urology. Dr.
Davis's employment agreement provides for base pay of $130,000 per annum, plus
performance bonuses based upon criteria measured by the Board of Directors. Mr.
Spraker's employment agreement provides for base pay of $240,000 per annum,
along with certain other bonuses and stock options. The Company's employment
agreement with Mr. Brandt provides for annual base compensation of $168,000,
participation in fringe benefit programs, and severance continuation for up to
fifty-two months (as of May 31, 1997) following termination of employment
without cause. The Company's employment agreement with Mr. Domin provides for
base pay of $120,000 per annum. The Company's employment agreement with Mr.
Donohue provides for base pay of $125,000 plus eligibility for bonuses. The
Company's employment agreements with Messrs. Davis, Domin, and Donohue provide
for severance of salary and benefits continuation for up to nine months
following termination without cause. Each of these employment agreements
provides for grants of stock options. Certain officers will also be entitled to
acceleration of vesting of outstanding stock and options in the event the
Company is acquired. In that event, the vesting of each such officer's options
and any stock held subject to repurchase by the Company would accelerate so that
any such stock or options would be 100% vested. In May, 1997 the Company entered
into a consulting and severance agreement with Mr. Hale, the Company's previous
President and Chief Executive Officer. The agreement provides for severance
constituting monthly salary of $16,250 and benefits and stock option vesting
continuation for eighteen months following termination of employment.
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common Stock to
the Nasdaq Stock Market Total Return Index for U.S. Companies (the "Nasdaq Stock
Market - U.S. Index") and the Hambrecht & Quist Growth Index ("H&Q Growth
Index") over the period from the time of the Company's initial public offering
of Common Stock on October 24, 1996 to December 31, 1996. The graph assumes that
the value of an investment in the Company's Common Stock and each index was $100
at October 24, 1996 and that all dividends were reinvested.
TOTAL RETURN TO STOCKHOLDERS
(ASSUMES $100 INVESTMENT ON 10/24/96)
<TABLE>
<CAPTION>
10/24/96 10/31/96 11/29/96 12/31/96
<S> <C> <C> <C> <C>
UroQuest Medical Corporation 100 100 106.25 112.5
Hambrecht & Quist Growth Index 100 97.89 96.49 97.86
Nasdaq Composite (US) 100 99.92 105.75 105.65
</TABLE>
<PAGE> 9
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to the Company with respect
to the beneficial ownership of its Common Stock as of March 31, 1997, for (i)
each person who is known by the Company to own beneficially more than 5% of the
Common Stock, (ii) each of the Company's directors, (iii) each of the Named
Executive Officers of the Company and (iv) all directors and executive officers
as a group.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Name of Beneficial Owner Owned(1) Of Class
------------------------ -------- --------
<S> <C> <C>
Warburg, Pincus Investors, L.P. (2) ......... 3,188,571 26.9%
466 Lexington Ave., 10th Floor
New York, NY 10017
Elizabeth H. Weatherman(3) .................. 3,188,571 26.9%
Warburg, Pincus Investors, L.P.
466 Lexington Ave., 10th Floor
New York, NY 10017
Thomas E. Brandt ............................ 1,605,029 13.6%
Richard C. Davis, M.D. (4) .................. 1,087,041 9.2%
Wells Fargo Bank ............................ 611,600 5.2%
Eric B. Hale (5) ............................ 228,074 1.9%
Terrence L. Domin (6) ....................... 212,535 1.8%
Jack W. Lasersohn (7) ....................... 354,285 3.0%
J. J. Donohue (8) ........................... 9,523 *
Maynard Ramsey, III, M.D., Ph.D.(9) ......... 106,157 *
Gary E. Nei (10) ............................ 71,444 *
--------- ----
All directors and executive
officers as a group
(8 persons) (11) ............................ 6,731,872 56.8%
========= ====
</TABLE>
- -------------
* Less than 1%.
(1) Unless otherwise indicated in these footnotes, or pursuant to applicable
state community property laws, each stockholder has sole voting and
investment power with respect to the shares beneficially owned.
Percentages are determined based upon 11,844,602 shares of Common Stock
outstanding on March 31, 1997, or issuable upon exercise of warrants and
options exercisable within 60 days of March 31, 1997.
(2) Represents 3,188,571 shares of Common Stock held by Warburg, Pincus
Investors, L.P. ("Warburg"). The sole general partner of Warburg is
Warburg, Pincus & Co., a New York general partnership ("WP"). Lionel I.
Pincus is the managing partner of WP and may be deemed to control it. E.M.
Warburg, Pincus & Company, a New York general partnership that has the
same general partners as WP ("EM Warburg"), manages Warburg. WP has a 20%
interest in the profits of Warburg and through its wholly owned
subsidiary, E.M. Warburg, Pincus & Co., Inc. ("Warburg, Pincus") owns
1.13% of the limited partnership interests in Warburg. Elizabeth H.
Weatherman, a director of the Company, is a Managing Director of Warburg,
Pincus and a general partner of WP, and EM Warburg. As such, Ms.
Weatherman may be deemed to have an indirect pecuniary interest (within
the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) in an indeterminate portion of the shares
beneficially owned by Warburg, WP and Warburg, Pincus.
(3) All of the shares indicated as owned by Ms. Weatherman are owned
directly by Warburg and are included because of her affiliation with
Warburg. As such, Ms. Weatherman may be deemed to
<PAGE> 10
have an indirect pecuniary interest in an indeterminate portion of the
shares beneficially owned by Warburg. Ms. Weatherman disclaims beneficial
ownership of these shares within the meaning of Rule 13d-3 under the
Exchange Act.
(4) Represents 1,012,619 shares of Common Stock held by The Richard C.
Davis, Jr. 1993 Revocable Trust, of which Dr. Davis is a trustee and over
which Dr. Davis has investment and voting control. Dr. Davis disclaims
beneficial ownership of these shares. Also includes 74,422 shares of
Common Stock issuable upon exercise of stock options exercisable within 60
days of March 31, 1997.
(5) Includes 142,359 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days of March 31, 1997.
(6) Includes 212,392 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days of March 31, 1997.
(7) Represents 354,285 shares of Common Stock held by Vertical Fund
Associates, L.P. ("Vertical"). The sole general partner of Vertical is The
Vertical Group, L.P. ("Vertical Group"). Jack W. Lasersohn, a director of
the Company, is a General Partner of the Vertical Group. As such, Mr.
Lasersohn may be deemed to have an indirect pecuniary interest in an
indeterminate portion of the shares beneficially owned by Vertical Group.
Mr. Lasersohn disclaims beneficial ownership of these shares within the
meaning of Rule 13d-3 under the Exchange Act.
(8) Includes 9,523 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days of March 31, 1997.
(9) Includes 73,320 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days of March 31, 1997.
(10) Includes 71,444 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days of March 31, 1997.
(11) Includes 403,212 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days of March 31, 1997. Does not include
Messrs. Domin and Donohue as they became officers of Bivona effective
January 1997.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to a Termination and Modification Agreement dated September 30,
1996, as amended October 23, 1996, among the Company, Dr. Davis, Warburg and
Vertical, the previous Stock Purchase Agreement was terminated upon the closing
of the Company's IPO. Warburg and Vertical exercised a warrant for 1,285,714
shares and 142,857 shares of Common Stock, respectively, at $3.50 per share, and
Dr. Davis sold to Warburg and Vertical 257,143 shares and 28,571 shares of
Common Stock, respectively, at $0.0035 per share.
Pursuant to the Termination Agreement, so long as each of Warburg and
Vertical beneficially continues to own 50% of the Common Stock it owned as of
the closing of the IPO, it is entitled to designate three directors to the Board
of Directors. The parties to the Termination Agreement have agreed that the size
of the Board of Directors will not be increased to more than eleven members
without the prior written consent of each of Warburg and Vertical. If each of
Warburg and Vertical designated three directors, they would collectively be able
to control the direction, management and policies of the Company. In addition,
the parties agreed to amend the Right of First Refusal and Co-Sale Agreement
<PAGE> 11
dated June 15, 1995 among the parties (the "Co-Sale Agreement") pursuant to
which Warburg and Vertical have a first right of refusal to purchase shares of
Common Stock owned by Dr. Davis and a right to sell their shares if Dr. Davis
receives an offer to purchase his shares in certain circumstances. Pursuant to
the Co-Sale Agreement, as amended, all but 200,000 shares owned by Dr. Davis are
subject to the Co-Sale Agreement upon the closing of the IPO. On June 15, 1997,
an additional 100,000 shares will be released from the restrictions of the
Co-Sale Agreement. Commencing 18 months from the closing of the IPO and every
three months thereafter, an additional amount equal to one percent of the number
of outstanding shares of the Common Stock will be released from the restrictions
of the Co-Sale Agreement.
In 1994 the Company accepted an 8% promissory note in exchange for the sale
of assets unrelated to the urology business to a corporation owned by certain
stockholders of the Company. The note was reserved in full as it was probable
that the Company would not collect the full amount of the note. In June 1996,
approximately $200,000 of the principal amount of the note was converted into
common stock of that corporation. After this conversion, the Company held less
than 10% of the outstanding stock of the corporation.
<PAGE> 12
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.
<TABLE>
<S> <C> <C>
/s/ Jeffrey L. Kaiser Vice President, Chief Financial Officer June 27, 1997
- ---------------------- Treasurer and Secretary (Principal Financial
Jeffrey L. Kaiser and Accounting Officer)
</TABLE>
