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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
-------------------- TO
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COMMISSION FILE NUMBER: 0-20963
UROQUEST MEDICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 59-3176454
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
173 CONSTITUTION DRIVE, MENLO PARK, CA 94025
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(650) 463-5180
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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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. Yes [X] 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. [ ]
As of March 20, 1998, the aggregate market value of the voting stock held
by non-affiliates of the registrant is approximately $27,068,500 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, 1998 was
11,962,500.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information is incorporated into Part III of this Report on Form
10-K by reference to the Registrant's Proxy statement for its 1998 Annual
Meeting of Stockholders.
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EXPLANATORY NOTE
On March 31, 1998, UroQuest Medical Corporation (the "Company") filed its
Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the
"Annual Report"), with the Securities and Exchange Commission.
The purpose of this amendment to the Annual Report is to amend the cover
page of the Annual Report to correct errors in the previously filed Annual
Report. The Registrant 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
and the Registrant has been subject to such filing requirements for the past 90
days and disclosures of delinquent filers pursuant to Item 405 of Regulation S-K
will be contained within the Registrant's definitive proxy statement. In
addition, page 25 of the Annual Report is being amended to provide the
information required by Item 401 of Regulation S-K with respect to Registrant's
executive officers, pursuant to General Instruction G(3) of Form 10-K.
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Tom E. Brandt.......................................... 9,408,897 110,043
Jack W. Lasersohn...................................... 9,162,303 356,637
Gary Nei............................................... 9,405,897 113,043
Maynard Ramsey, III, M.D. Ph.D......................... 9,408,897 110,043
Elizabeth H. Weatherman................................ 9,408,897 112,043
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The Company's Stock Plan was amended and the number of shares of Common
Stock reserved for issuance under the plan was increased by 2,000,000 shares to
3,428,571 shares with 5,842,177 votes in favor, 2,364,209 votes against, 549,202
abstentions and 763,412 non-votes.
Ernst & Young LLP was ratified as the independent auditors of the Company
for the fiscal year ending December 31, 1997 with 9,425,391 votes in favor,
11,467 votes against and 82,082 abstentions.
EXECUTIVE OFFICERS
As of December 31, 1997, the executive officers of the Registrant, who are
elected by the board of directors, are as follows:
TERRY E. SPRAKER, Ph.D., age 49, has been a director and President and
Chief Executive Officer of the Company since May 1997. Before joining the
Company, Dr. 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,
Dr. Spraker was President of the Medical Systems Division of Ohmeda, an
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.
Dr. Spraker held various general management and engineering positions with
Ohmeda and other medical device and equipment manufacturers from October 1977 to
June 1987. Dr. Spraker is also a director of Kyphon Corporation, a
privately-held medical device company. Dr. 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.
JEFFREY L. KAISER, age 47, 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 Chief
Financial Officer 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.
THOMAS E. BRANDT, age 44, 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.
KEITH W.L. WARD, age 54, has served as Vice President, International since
August 1997. From January 1996 until July 1997, Mr. Ward was Sales and Marketing
Director, Europe, for the EP Technologies Division of Boston Scientific
Corporation, following its merger with EP Technologies, Inc. From October 1993
until January 1996, Mr. Ward was Vice President, International of EP
Technologies, a manufacturer of interventional cardiac electrophysiology
products. From February 1986 until September 1993, Mr. Ward held various
international marketing and business development positions in Ohmeda, a medical
equipment and pharmaceutical manufacturer of anesthesia and critical care
products. Prior to this time, Mr. Ward held marketing and general management
positions in Sherwood Medical Industries and Abbott Laboratories. Mr. Ward holds
a B.Sc.Hons. in Chemical Engineering from the University of Surrey, England.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended Report to be
signed on its behalf by the undersigned, thereunto duly authorized in Menlo
Park, California, on the 30th day of April 1998.
UroQuest Medical Corporation
By: /s/ TERRY E. SPRAKER,
PH.D.*
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TERRY E. SPRAKER, PH.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended Report has been signed by the following persons in the capacities and on
the dates indicated:
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SIGNATURE TITLE DATE
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/s/ TERRY E. SPRAKER, PH.D.* President, Chief Executive April 30, 1998
- --------------------------------------------------- Officer and Director
Terry E. Spraker, Ph.D. (Principal
Executive Officer)
/s/ JEFFREY L. KAISER Vice President, Chief April 30, 1998
- --------------------------------------------------- Financial Officer Secretary,
Jeffrey L. Kaiser and Treasurer (Principal
Financial and Accounting
Officer)
/s/ TOM E. BRANDT* Director and Chief April 30, 1998
- --------------------------------------------------- Operating Officer
Tom E. Brandt
/s/ RICHARD C. DAVIS, JR., M.D.* Director, Chairman of the April 30, 1998
- --------------------------------------------------- Board
Richard C. Davis, Jr., M.D.
/s/ JACK W. LASERSOHN* Director April 30, 1998
- ---------------------------------------------------
Jack W. Lasersohn
/s/ GARY E. NEI* Director April 30, 1998
- ---------------------------------------------------
Gary E. Nei
/s/ MAYNARD RAMSEY, III, M.D., PH.D.* Director April 30, 1998
- ---------------------------------------------------
Maynard Ramsey, III, M.D., Ph.D.
/s/ ELIZABETH H. WEATHERMAN* Director April 30, 1998
- ---------------------------------------------------
Elizabeth H. Weatherman
*By: /s/ JEFFREY L. KAISER
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Jeffrey L. Kaiser
Attorney-in-Fact
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