-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QNy5Gydqvhl2XDE2o+wXSd8U1WTkM+dL9zzBCgM65D7rCF+i66D24dyz8oBuLJWu u1m1xmJYkyX3EmncPs7dHw== 0000927016-99-000695.txt : 19990217 0000927016-99-000695.hdr.sgml : 19990217 ACCESSION NUMBER: 0000927016-99-000695 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDIOTECH INTERNATIONAL INC CENTRAL INDEX KEY: 0001011060 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043186647 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-11737 FILM NUMBER: 99543281 BUSINESS ADDRESS: STREET 1: 78-E OLYMPIA AVENUE CITY: WOBURN STATE: MA ZIP: 01801-4772 BUSINESS PHONE: 781-933-47 MAIL ADDRESS: STREET 1: 11 STATE ST CITY: WOBURN STATE: MA ZIP: 01801 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1998 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 No. 0-28034 ------- CardioTech International, Inc. ------------------------------ (Exact name of registrant as specified in its charter) Massachusetts 04-3186647 - ------------------------------ --------------------- State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 78 E Olympia Avenue, Woburn, Massachusetts 01801 - ------------------------------------------ ------------- (Address of principal executive offices) (Zip Code) 11 State Street, Woburn, Massachusetts - ---------------------------------------------- (Former address, if changed since last report) Registrant's telephone number, including area code (781) 933-4772 -------------- 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 ----- ------ The number of shares outstanding of the registrant's class of Common Stock as of February 12, 1999 was 6,138,916. No shares were held in treasury. CARDIOTECH INTERNATIONAL, INC. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1998 TABLE OF CONTENTS Page ---- PART I - FINANCIAL INFORMATION Item 1 - Financial Statements (Unaudited) Condensed Consolidated Balance Sheets at December 31, 1998, and March 31, 1998 3 Condensed Consolidated Statements of Operations December 31, 1998 and 1997 4 Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 1998 and 1997 5 Notes to Condensed Consolidated Financial Statements 6-8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 PART II - OTHER INFORMATION Item 2 - Changes in Securities and Use of Proceeds 13 Item 6 - Exhibits and Reports on Form 8-K Signatures 14
2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements CARDIOTECH INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
Dec. 31, 1998 March 31, 1998 ------------- -------------- ASSETS (unaudited) Current Assets Cash and Cash Equivalents $ 3,161,613 $ 2,226,691 Accounts Receivables--Trade 22,824 58,707 Accounts Receivables--Other 287,201 328,318 Prepaid Expenses 88,027 26,502 ------------ ----------- Total Current Assets 3,559,665 2,640,218 Property and Equipment, net 339,609 187,654 Other non-current assets 206,138 211,766 ============ =========== Total Assets $ 4,105,412 $ 3,039,638 ============ =========== LIABILITIES & STOCKHOLDERS EQUITY Current Liabilities: Accounts Payables $ 99,145 161,243 Accrued Expenses 517,535 435,296 ------------ ----------- Total Current Liabilities 616,680 596,539 Long Term Obligations 7% convertible senior notes due 2003 1,748,684 1,660,000 10% convertible subordinated notes due 2000 419,757 - ------------ ----------- 2,168,441 1,660,000 Total Liabilities 2,785,121 2,256,539 Stockholders' Equity: Series A Convertible Preferred stock, $.01 par value; 5,000,000 authorized, 500,000 issued and outstanding 5,000 - Common Stock, $.01 par value; 20,000,000 shares authorized, 6,138,916 and 4,272,916 issued and outstanding at December 31, 1998 and March 31, 1998, respectively 61,389 42,729 Additional Paid in Capital 10,691,419 8,232,579 Accumulated Deficit (9,230,225) (7,495,630) Notes Receivable from Officers (200,000) - Cumulative Translation Adjustment (7,292) 3,421 ------------ ----------- Total Stockholders' Equity 1,320,291 783,099 ------------ ----------- Total Liabilities and Stockholders' Equity $ 4,105,412 $ 3,039,638 ============ ===========
The accompanying notes are an integral part of these condensed consolidated financial statements. 3 CARDIOTECH INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended Nine Months Ended Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1998 Dec. 31, 1997 --------------- --------------- --------------- --------------- Research Revenue $ 261,020 $ 250,772 $ 784,699 $ 570,834 Operating Expenses Research and Development 651,983 433,114 1,601,401 1,090,881 Selling, General and Administrative 316,278 265,591 826,699 795,472 --------------- --------------- --------------- --------------- Total Operating Expenses 968,261 698,705 2,428,100 1,886,353 Other Income and Expenses Interest Expense (55,774) - (160,066) - Interest Income 24,269 13,968 68,872 63,884 --------------- --------------- --------------- --------------- (31,505) 13,968 (91,194) 63,884 Net Loss $ (738,746) $ (433,965) $ (1,734,595) $ (1,251,635) =============== =============== =============== =============== Net Loss Per Common Share Basic and Diluted $ (0.16) $ (0.10) $ (0.40) $ (0.29) =============== =============== =============== =============== Weighted Average Number of Common Shares Outstanding 4,597,438 4,272,916 4,381,483 4,272,916
The accompanying notes are an integral part of these condensed consolidated financial statements. 4 CARDIOTECH INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the Nine Months Ended December 31, 1998 1997 ------------------- ------------------ Cash flows from operating activities: Net Loss $ (1,734,595) $ (1,251,635) Adjustments to reconcile net loss to net cash flows from operating activities: Interest paid on 7% Convertible Senior Note by issuance of additional notes 88,684 -- Depreciation and Amortization 79,483 47,197 Changes in assets and liabilities Accounts receivable 77,000 (159,825) Prepaid expenses (61,525) 30,910 Increase in non-current assets (23,757) -- Accounts payable (62,098) (11,827) Accrued expenses 82,239 153,219 ------------------- ------------------ Net cash flows from operating activities (1,554,569) (1,191,961) =================== ================== Cash flows from investing activities: Purchase of property, plant and equipment (202,053) (12,847) ------------------- ------------------ Net cash flows from investing activities (202,053) (12,847) =================== ================== Cash flows from financing activities: Net proceeds from issuance of convertible notes 419,757 -- Net proceeds from issuance of preferred stock 500,000 -- Net proceeds from issuance of common stock 1,782,500 -- ------------------- ------------------ Net cash flows from financing activities 2,702,257 -- ------------------- ------------------ Effect of exchange rate changes on cash (10,713) (4,143) Net increase in cash and cash equivalents 934,922 (1,208,951) Cash and cash equivalents at beginning of period 2,226,691 2,346,366 ------------------- ------------------ Cash and cash equivalents at end of period $ 3,161,613 $ 1,137,415 =================== ================== Supplemental Disclosure of Cash Flow Information: Issuance of Notes Receivable from Officers $ (200,000) -- =================== ==================
The accompanying notes are an integral part of these condensed consolidated financial statements. 5 CARDIOTECH INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998 (UNAUDITED) Note 1. The unaudited consolidated financial statements included herein have been prepared by CardioTech International, Inc. ("the Company" or "CardioTech"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and include, in the opinion of management, all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of interim period results. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes, however, that its disclosures are adequate to make the information presented not misleading. The results for the interim periods presented are not necessarily indicative of results to be expected for the full fiscal year. It is suggested that these statements be read in conjunction with the Company's Consolidated Financial Statements and its notes thereto, for the year ended March 31, 1998, included in the Company's Annual Report to Shareholders. Note 2. Effective April 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income." This Statement establishes standards for reporting and displaying comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. This Statement requires the classification of items of comprehensive income by their nature in a financial statement and the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the balance sheet. Financial statements for prior periods have been restated. The Company's total comprehensive income was as follows:
For The Three Months Ended For The Nine Months Ended December 31, December 31, 1998 1997 1998 1997 ---------------- --------------- --------------- ---------------- Net loss $ (738,746) $ (433,965) $ (1,734,595) $ (1,251,635) Other comprehensive expense, net of tax: Currency translation adjustment (9,445) 2,424 (10,713) (4,143) ---------------- --------------- --------------- ---------------- Total other comprehensive income/(expense) (9,445) 2,424 (10,713) (4,143) ================ =============== =============== ================ Total comprehensive income/(loss) $ (748,191) $ (431,541) $ (1,745,308) $ (1,255,778) ================ =============== =============== ================
Note 3. The Company computes basic and diluted earnings/loss per share ("EPS") in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share", which the Company adopted on October 1, 1997. Basic earnings/loss per share is based upon the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share is based upon the weighted average number of common shares outstanding during the period plus additional weighted average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. Common equivalent shares have been excluded from the computation of diluted loss per share for all periods presented, as their effect would have been anti-dilutive. 6 The following table reconciles the numerator and denominator of the basic and diluted earnings per share computations shown on the Condensed Consolidated Statements of Operations:
For The Three Months Ended For The Nine Months Ended December 31 December 31 ----------- ----------- 1998 1997 1998 1997 ---- ---- ---- ---- In thousands, except for the per share data BASIC AND DILUTED EPS Numerator: Net income (loss)........................... $ (739) $ (434) $ (1,735) $ (1,252) Less: Preferred stock dividends................... 7 - 7 - Income available to common stockholders.......... $ (746) $ (434) $ (1,742) $ (1,252) Denominator: Weighted Average Common shares outstanding................. 4,597 4,273 4,381 4,273 ----- ----- ----- ----- Basic and Diluted EPS............................ $(0.16) $(0.10) $ (0.40) $ (0.29)
Notes and preferred stock convertible into, and options and warrants to purchase, 5,033,330 and 916,876 shares of common stock outstanding during the periods ended December 31, 1998 and 1997, respectively, were excluded from the calculation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive. Note 4. On March 31, 1998, CardioTech sold to Dresdner Kleinwort Benson Private Equity Partners LP $1,660,000 in Notes that bear interest at 7% per year and are due in 2003. DKB agreed to purchase $500,000 of additional Notes if CardioTech established three research sites for clinical trials of its MyoLink Peripheral Graft. CardioTech established these three sites. However, instead of issuing $500,000 in additional Notes, on November 12, 1998, CardioTech issued 500,000 shares of Series A Preferred Stock to DKB on substantially the same terms as the Notes. CardioTech issued the Preferred Stock instead of Notes to improve its stockholders' equity. The holders of shares of Series A Preferred Stock are not entitled to any voting rights. The Series A Preferred Stock accrues dividends at a rate of 10% per year, payable quarterly in arrears and in priority to the Common Stock or any other Preferred Stock of CardioTech. Dividend payments will accrue quarterly, unless DKB elects to receive the dividends in cash. If CardioTech violates its material obligations to DKB, the dividend rate may increase to 13% per year. CardioTech's material obligations to DKB include the payment of interest and principal due under the Notes and other outstanding loans, the payment of dividends on the Series A Preferred Stock, the redemption or conversion, upon DKB's request, of the Series A Preferred Stock, and adhering to the covenants set forth in CardioTech's agreements with DKB. At any time, DKB may convert the Series A Preferred Stock at its original cost ($1.00 per share), plus accrued and unpaid dividends, into shares of Common Stock at the conversion price of $1.818 per share. The conversion price is subject to anti-dilution adjustment and, as a result of CardioTech's sale of the Units described in Note 5, has been adjusted to $1.5842 per share. As of December 30, 1998, $6,805 in dividends had accrued on the Series A Preferred Stock. If DKB had elected to convert the Series A Preferred Stock into Common Stock on December 30, 1998, it would have received 319,911 shares of Common Stock. Prior to November 12, 2000, CardioTech may redeem the Series A Preferred Stock in cash at a premium equal to 104% of its original cost ($1.00 per share), plus accumulated and unpaid dividends. After November 12, 2000, CardioTech may still redeem the Series A Preferred Stock in cash but the 104% premium decreases by 1% in each of the following four years. Upon a change of control of CardioTech, DKB may require that CardioTech redeem the Series A Preferred Stock in accordance with the formula in the preceding paragraph. A change of control of CardioTech will occur if CardioTech's Board of Directors approves a third-party's tender offer for (i) more than 50% of the Common Stock or (ii) assets of CardioTech that represent more than 50% of its consolidated earning power. A change of control of CardioTech will also occur if CardioTech (i) sells more than 30% of its assets, (ii) terminates Michael Szycher as its Chief Executive Officer, or (iii) sells its strategic assets so that it is no longer able to pursue its current business. Should CardioTech elect to redeem the Series A Preferred Stock or if a change in the control of CardioTech occurs or if a third party commences a tender offer for CardioTech that is not approved by CardioTech's Board of Directors, DKB may elect to convert the Series A Preferred Stock into shares of Common Stock. On or prior to March 31, 2000, DKB may convert the Series A Preferred Stock at a conversion price equal to .87 (increasing to .89, .93, .96, and 1.00 on April 1, 2000, 2001, 2002, and 2003, respectively) times the lower of (i) the conversion price or (ii) the market price. As of December 31, 1998, management does not intend to redeem the Series A Preferred Stock prior to maturity. If CardioTech is liquidated, the holders of the Series A Preferred Stock will be entitled to receive, out of CardioTech's remaining assets that are available for distribution to CardioTech's stockholders, a per share amount equal to $1.00 plus any accrued and unpaid dividends, before a distribution can be made to the holders of the Common Stock or any other Preferred Stock. In addition, DKB has Board representation rights. As long as the Notes and the Series A Preferred Stock are outstanding, CardioTech must nominate one representative of DKB for election to CardioTech's Board of Directors. If elected, the DKB Director must also be a member of CardioTech's Executive Compensation and Nominating Committees. The failure of CardioTech to nominate a representative of DKB or the failure of each of CardioTech's officers and directors who hold Common Stock to vote in favor of such representative constitutes an event of default under the Notes and will result in the dividend rate on the Series A Preferred Stock increasing to 13%. Furthermore, so long as DKB holds Notes and Series A Preferred Stock that are convertible into at least 10% of the Common Stock issuable pursuant to all of the Notes and Series A Preferred Stock, neither CardioTech nor CTI Ltd. shall, without prior written consent of DKB, create any encumbrances on its properties, incur any additional debt, other than then existing debt, in excess of $150,000, merge into or consolidate with any other company, sell any of its assets for less than fair market value, make any investments other than those in which the consideration is less than $50,000, make any capital expenditures in excess of $50,000, make any expenditures for services in excess of $100,000, declare or pay any dividends or certain other specified distributions to its stockholders, incur any debt senior to the Notes, amend its Articles of Organization or By-laws in a manner that would adversely affect the rights of the holders of the Notes or the Series A Preferred Stock, issue equity securities of equal or superior rank, other than Common Stock or the Series A Preferred Stock, enter into any material agreement with provisions conflicting with CardioTech's agreements with DKB, create any subsidiaries which could not be consolidated with CardioTech for accounting purposes or allow CardioTech's stockholders' equity plus $1,660,000 (the initial amount of the Notes) to be less than $750,000. Note 5. CardioTech raised $2,332,500, including $200,000 in promissory notes from CardioTech's executive officers, in a unit private placement which terminated on December 22, 1998. CardioTech sold 1,866,000 units in the offering at a purchase price of $1.25 per unit. Each unit consisted of one share of the Company's Common Stock, $.01 par value, and one warrant to purchase one share of the Company's Common Stock. Each warrant expires on December 15, 2003 and is exercise at $1.50 per share. CardioTech paid the placement agent for the offering a cash fee of $127,950 and issued a five-year warrant to purchase 170,600 shares of Common Stock at an exercise price of $1.475 per share. 7 CardioTech's executive officers each purchased 40,000 units in the offering (a total of 160,000 units). The officers paid for their units with promissory notes in the amount of $50,000 each, payable on December 15, 2003, with interest at a rate of 4.52% per year compounded annually and payable annually in arrears. The notes which are with recourse with respect to 25% of the initial principal amount, are secured by the shares and warrants. The Company intends to use its best efforts to cause a registration statement relating to the resale of the 3,582,600 shares sold in, or issuable in connection with, the private placement to be declared effective April, 1999. As stated in Note 4, as a result of CardioTech's sale of the Units, the conversion price of the Series A Preferred Stock has been adjusted to $1.584 per share. As of December 30, 1998, if DKB had elected to convert the Series A Preferred Stock into Common Stock, it would have received 319,911 shares of Common Stock. The $1,660,000 in Notes that CardioTech issued to DKB that are described in Note 4 accrue interest at a rate of 7.0% per annum, payable quarterly in cash and/or additional Notes. As of December 30, 1998, DKB had elected to receive an aggregate of $88,684.04, representing the June, September and December 1998 quarterly interest payments, in additional Notes. The Notes were initially convertible into Common Stock at a conversion price of $1.995 per share. However, the conversion price of the Notes is subject to anti-dilution protection and, as a result of CardioTech's sale of the Units, the conversion price of the Notes has been adjusted to $1.676 per share. As of December 30, 1998, if DKB had elected to convert all of the Notes into Common Stock, it would have received 1,080,873.20 shares of Common Stock. In June 1996, CardioTech issued Warrants to purchase Common Stock to John Hancock Mutual Life Insurance Company. As of CardioTech's last fiscal quarter, September 30, 1998, 279,707.92 shares were issuable to John Hancock under these Warrants at an exercise price of $3.37448 per share. However, the exercise price of the Warrants is subject to anti-dilution protection. As a result of CardioTech's sale of the Series A Preferred Stock and the Units and the payment of interest due under the Notes in additional Notes, the exercise price of the Warrants has been adjusted to $2.341 per share and 403,063.46 shares are issuable to John Hancock upon exercise of the Warrants. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview CardioTech synthesizes, designs and manufactures medical-grade polymers, particularly polyurethanes that it believes are useful in the development of vascular graft technology and other implantable medical devices because they can be synthesized to exhibit compatibility with human blood and tissue. CardioTech is using proprietary manufacturing technology to develop and fabricate small bore synthetic vascular grafts made of ChronoFlex(R), a family of polyurethanes that has been demonstrated to be biodurable, blood and tissue compatible and non-toxic. In addition to the graft research and development program, since 1990, CardioTech has been engaged in various internal programs and joint venture programs with corporate partners and internal programs for the development and sale of ChronoFlex and other proprietary biomaterials for use in medical devices manufactured by third parties. This activity has generated research revenues for CardioTech. As CardioTech is now focusing most of its research and development resources on the vascular graft program, period to period comparisons of changes in research revenues are not necessarily indicative of results to be expected for any future period. CardioTech is headquartered in Massachusetts and operates from manufacturing and laboratory facilities located in Woburn, Massachusetts and Brymbo, Wrexham, United Kingdom. CardioTech was spun off by PolyMedica Industries, Inc. (PMI) in June, 1996. 9 Results of Operations: Comparison for the Three Months Ended December 31, 1998 and 1997. Research revenue consists of revenues from the sale of medical grade polyurethanes, research grants from the National Institute of Health (NIH) and royalties from Bard Access Systems pursuant to a polyurethane supply agreement. Research revenues for the three months ended December 31, 1998 were $261,020 compared to $250,772 for the three months ended December 31, 1997, an increase of $10,248, or 4.1%. This increase was primarily generated by an increase in sales of research biomaterials of $20,576 and offset by lower royalty income of $12,500 from Bard Access Systems. Research and development expenses consist principally of employment-related costs for scientific staff, facility costs, pre-clinical and clinical testing costs, costs related to on-going development efforts and NIH grant expenses. To date, all of the Company's research and development expenses have been charged to operations as incurred. Research and development expenses for the three months ended December 31, 1998 were $651,983 compared to $433,114 for the three months ended December 31, 1997, an increase of $218,869, or 50.5%. This was principally the result of increased costs for travel ($17,500), outside clinical and regulatory services ($65,700) and salaries and benefits ($87,000) associated with the clinical trials of the Company's VascuLink Vascular Access Graft in Europe. In addition, the Company incurred higher facilities costs ($24,000) and production materials costs ($15,600). Selling, general and administrative expenses consist principally of employment-related costs for executive, selling and administrative personnel, professional fees, consulting fees, system support costs and other general and administrative expenses. Selling, general and administrative expenses for the three months ended December 31, 1998 were $316,278 compared to $265,591 for the three months ended December 31, 1997 or an increase of $50,687 or 19.08%. This increase was primarily due to higher salary and benefits costs ($29,000), public reporting costs ($9,500), occupancy costs ($9,000), advertising costs ($5,700), and recruitment costs ($6,200). These costs were partially offset by lower insurance costs ($5,000) and outside professional services ($4,000). Other income and expenses is comprised of interest income related to the Company's invested cash balances, offset by interest expense on the Notes issued to DKB and on a convertible loan from Freemedic. Other income and expenses for the three months ended December 31, 1998 were expenses of $31,505 compared to income of $13,968 for the three months ended December 31, 1997. The increase in expenses primarily resulted from interest expense of $55,774 on the Notes issued to DKB. Interest expense for the three months ended December 31, 1998 was partially offset by interest income of $24,269 during the period. In the three months ended December 31, 1997, the Company's other income consisted of earned interest income of $13,968. Comparison for the Nine Months Ended December 31, 1998 and 1997. Research revenues for the nine months ended December 31, 1998 were $784,699 compared to $570,834 for the nine months ended December 31, 1997, an increase of $213,865, or 37.5%. This increase was primarily generated by higher research revenues earned under research grants from the NIH ($96,000), higher sales of medical grade polyurethanes ($54,400), and increased earned royalty income from Bard Access Systems ($54,160). Research and development expenses for the nine months ended December 31, 1998 were $1,601,401 compared to $1,090,881 for the nine months ended December 31, 1997, an increase of $510,520, or 46.8%. This increase was principally due to increased costs related to the Company's VascuLink Vascular Access Graft clinical trials in Europe, travel ($33,800), increased outside clinical and regulatory services ($267,500), increased salary and benefit expenses ($158,500), and additional costs for materials ($48,000). Selling, general and administrative expenses for the nine months ended December 31, 1998 were $826,699 compared to $795,472 for the nine months ended December 31, 1997, an increase of $31,227 or 3.9%. This increase was primarily due to increased salary and benefits ($41,100) and increased recruitment costs ($12,900). These expenses were partially offset by lower insurance expenses ($8,900) and decreased outside professional services ($11,700). Other income and expenses for the nine months ended December 31, 1998 were expenses of $91,194 compared to income of $63,884 for the nine months ended December 31, 1997. The increase in expenses primarily resulted from interest expense of $160,066 on the Notes issued to DKB and on a convertible loan from Freemedic. Interest expense for the nine months ended December 31, 1998 was partially offset by interest income of $68,872. In the nine months ended December 31, 1997, the Company's other income consisted of earned interest income of $63,884. 10 Liquidity and Capital Resources The Company used $1,554,569 to fund operations during the nine months ended December 31, 1998 compared to $1,191,961 for the nine months ended December 31, 1997. The principal uses of funds for the nine months ended December 31, 1998 were a net loss of $1,734,595, increases in prepaid expenses of $61,525 and the pay down of accounts payable of $62,098. These increases were partially offset by increases in accrued expenses of $82,239 and a decrease in accounts receivable related to trade customers of $77,000. CardioTech's future growth will depend on its ability to raise capital to support research and development activities and to commercialize its vascular graft technology. To date, CardioTech has not generated revenues from the sale of vascular grafts, although it has received a minor amount of research revenues relating to its other biomaterial sales and from the NIH to support graft research. Since inception, funding has come from PMI, $1,660,000 in Notes, a 10% convertible loan from Freemedic in the amount of (GBP) 252,942, (approximately $420,000), the sale of $500,000 in Series A Preferred Stock, and the sale of the Units netting approximately $1,782,500 in cash. See Notes 4 and 5 of the notes to condensed consolidated financial statements. CardioTech expects to continue to incur operating losses unless and until product sales and/or royalty payments generate sufficient revenue to fund its continuing operations. CardioTech will require substantial funds for further research and development, future pre-clinical and clinical trials, regulatory approvals, establishment of commercial-scale manufacturing capabilities, and the marketing of its products. CardioTech's capital requirements depend on numerous factors, including but not limited to, the progress of its research and development programs, the progress of pre-clinical and clinical testing, the time and costs involved in obtaining regulatory approvals, the cost of filing, prosecuting, defending and enforcing any intellectual property rights, competing technological and market developments, changes in CardioTech's development of commercialization activities and arrangements, and the purchase of additional facilities and capital equipment. CardioTech is currently conducting its operations with approximately $3,161,600 in cash. CardioTech estimates such amount will be sufficient to fund its working capital and research and development activities through April, 2000. However, CardioTech's spending level may increase depending on the Company's ability to raise additional capital. Past spending levels are not necessarily indicative of future spending levels. From the inception of CardioTech's business through March 31, 1996, PMI has funded approximately $4.7 million in operating losses to support CardioTech's research activities. Future expenditures for product development, especially relating to outside testing and clinical trials, are discretionary and, accordingly, can be adjusted based on the availability of cash. CardioTech will seek to obtain additional funds through public or private equity or debt financing, collaborative arrangements, or from other sources. There can be no assurance that additional financing will be available at all or on acceptable terms to permit successful commercialization of CardioTech's technology and products. If adequate funds are not available, CardioTech may be required to curtail significantly one or more of its research and development programs, or obtain funds through arrangements with collaborative partners or others that may require CardioTech to relinquish rights to certain of its technologies, product candidates or products. On November 12, 1998, the Company issued 500,000 shares of Series A Preferred Stock to Dresdner Kleinwort Benson Private Equity Partners LP. See Note 4 of the notes to condensed consolidated financial statements. On December 22, 1998, the Company raised $2.3 million, including $200,000 in promissory notes from the Company's executive officers, through a private placement, consisting of 1,866,000 units, each unit being composed of one share of the Company's Common Stock, $.01 par value per share, and a warrant to purchase one share of Common Stock. The warrants are exercisable at $1.50 at any time before December 15, 2003. Fechtor Detwiler & Co., Inc. acted as agent for the Company in this offering. ( See Note 5 of the notes to condensed consolidated financial statements.) 11 Exchange Listing The Company's common stock is currently listed and traded on the American Stock Exchange ("AMEX") under the symbol "CTE ." However, there can be no assurance that these shares will not be delisted by the AMEX. The determination by AMEX to delist a company is not based on a precise mathematical formula, but rather on a review of all relevant facts and circumstances in light of the AMEX's policies. The AMEX will normally consider delisting securities of a company which (i) has stockholders' equity of less than $2,000,000 if such company has sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years; or (ii) has sustained losses which are so substantial to its overall operations or its existing financial resources, or if its financial condition has become so impaired that it appears questionable, in the opinion of the AMEX, as to whether such company will be able to continue operations and/or meet its obligations as they mature. As of December 31, 1998, the Company had stockholders' equity of $1,320,805, and had losses in all three of its most recent fiscal years. If the Company is unable to increase its stockholders' equity and its net losses continue, the Company may be delisted. The Company has attempted to increase its stockholders' equity through the private placement of its equity securities. This includes the recently consummated private placement of $2.3 million in Units, and the issuance of $500,000 of Series A Preferred Stock described in Notes 5 and 4 of the notes to the condensed consolidated financial statements. However, these financing activities may not provide the Company with sufficient stockholders' equity to avoid being delisted. Failure of the Company to maintain the listing of its Common Stock on AMEX will constitute an event of default under the Notes and entitle DKB to demand immediate payment of the Notes, as well as result in the dividends payable under the Series A Preferred Stock increasing from 10% to 13%. Upon such a default, actions taken by DKB may result in a default under the Freeemedic convertible loan. At this time, repayment of such indebtedness would deplete CardioTech's reserves. Forward Looking Statements The Company believes that this Form 10-Q contains forward-looking statements that are subject to certain risks and uncertainties. These forward-looking statements include statements regarding the Company's Year 2000 readiness, the sufficiency of the Company's liquidity and capital and the Company's intention to sell equity to raise its stockholders' equity. Such statements are based on management's current expectations and are subject to a number of factors that could cause actual results to differ materially from the forward-looking statements. The Company cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements, as a result of various factors including but not limited to the following: the Company's ability to obtain financing (with or without the sale of equity) to support its working capital needs on acceptable terms, the Company's ability to avoid the delisting of its Common Stock, the timely development of products by the Company, intense competition related to the development of synthetic grafts and difficulties inherent in developing synthetic grafts. As a result, the Company's further development involves a high degree of risk. For further information, refer to the more specific risks and uncertainties discussed throughout this report. ChronoFlex(R) is a registered trademark of PolyMedica Corporation that ---------- has been licensed to CardioTech. Year 2000 Compliance The Year 2000 Issue refers to potential problems with computer systems or any equipment with computer chips or software that use dates where the date has been stored as just two digits (e.g., 97 for 1997). On January 1, 2000, any date recording mechanism incorporating the date sensitive software which uses only two digits to represent the year may recognize a date using 00 as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruption of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in similar business activities. To address the Year 2000 Issue, CardioTech has implemented a program with respect to its (1) internal information technology systems, (2) non-information technology systems, and (3) external suppliers of goods and services. CardioTech has completed a review of its internal information systems to determine the extent of any Year 2000 problem. Based on this review, CardioTech does not currently believe that it has material exposure to the Year 2000 Issue with respect to its own information systems, since its core existing business information systems correctly define the year 2000. Additionally, CardioTech has completed an evaluation of its internal non-information systems and expects to have its remediation and testing phases for these systems completed by the end of September 1999. CardioTech is contacting its major customers and suppliers regarding their Year 2000 problems. To date, CardioTech is unaware of any such problems that would materially adversely affect its operations or financial condition. However, CardioTech cannot assure its stockholders: . that it will be able to identify third party Year 2000 problems; . that third party Year 2000 problems will be corrected on a timely basis; or . that a failure by such entities to correct a Year 2000 problem or a correction which is incompatible with CardioTech's information systems would not have a material adverse affect on CardioTech's operations or financial condition. In addressing Year 2000 issues, CardioTech estimates that total costs will be approximately $17,500. To date, $5,000 of such expenses have been incurred and expensed. Total costs consist primarily of external consulting fees and personal computer replacements. The estimated costs are based on management's current assessment and could change in the future. CardioTech cannot assure you that actual Year 2000 costs incurred will be equal to or less than those estimated at this time. Although CardioTech believes that its primary information technology system correctly defines the year 2000, prudent business practices call for the development of contingency plans. CardioTech's contingency plans will include strategies for dealing with Year 2000-related system failures or malfunctions due to CardioTech's internal systems or from external parties. A Year 2000 systems failure, either internal or that of an external provider, could prevent CardioTech from being able to continue its operations, or could disrupt financial and management controls and reporting systems. The Company expects to complete its contingency plans by September 30, 1999. CardioTech does not expect the Year 2000 Issue to have a material adverse effect on its results of operations or financial position; however, if not effectively remediated, negative effects from Year 2000 Issues, including those related to internal systems, vendors, or customers, could have a material adverse effect on CardioTech's operations or financial condition. CardioTech cannot assure its stockholders that even if all planned actions are completed, it will not experience some adverse effects from Year 2000 related issues. 12 PART II. OTHER INFORMATION Item 2. Changes in Securities and Use of Proceeds On November 12, 1998, CardioTech issued 500,000 shares of Series A Preferred Stock for $1.00 per share to DKB, an accredited investor. On December 15, 1998, CardioTech sold 1,866,000 units for $1.25 per share to 47 individuals and entities, of whom 45 were accredited investors and of whom 2 were not accredited investors. Each unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock. Each warrant expires on December 15, 2003 and is exercisable at $1.50 per share. In addition, on December 15, 1998, CardioTech issued a warrant to purchase 170,600 shares of Common Stock at an exercise price of $1.475 per share to the unit placement agent, Fechtor Detwiler & Co., Inc., an accredited investor. See Notes 4 and 5 of the notes to condensed consolidated financial statements for a description of each of these transactions. All of these sales of securities were made by CardioTech in reliance upon Section 4(2) of the Securities Act of 1933 and did not involve a public offering. CardioTech relied on Rule 506 of Regulation D as a safeharbor for all of these sales. 13 Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits: Exhibit 3.1 Certificate of Correction dated December 11, 1998 Exhibit 10.1 John E. Mattern Employment Agreement dated November 11, 1998 Exhibit 27 Financial Data Schedule Exhibit 99.1 Form of Unit Purchase Agreement between CardioTech International, Inc. and certain individuals, incorporated herein by reference to the Company's Form S-3 filed with the Securities and Exchange Commission on February 12, 1999. Exhibit 99.2 Form of Warrant to Purchase Shares of Common Stock of CardioTech International, Inc. issued to certain individuals, incorporated herein by reference to the Company's Form S-3 filed with the Securities and Exchange Commission on February 12, 1999. Exhibit 99.3 Form of Warrant Agreement by and among CardioTech International, Inc., Fechtor, Detwiler & Co., Inc., and certain of Fechtor, Detwiler's employees, and related form of Warrant Certificate to Purchase Shares of CardioTech International, Inc. Common Stock incorporated herein by reference to the Company's Form S-3 filed with the Securities and Exchange Commission on February 12, 1999. (b) Reports on Form 8-K Not applicable 14 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. CARDIOTECH INTERNATIONAL, INC. /s/ Michael Szycher ------------------------------------------ Michael Szycher, Ph.D. Chairman and Chief Executive Officer /s/ John E. Mattern ------------------------------------------ John E. Mattern Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) Dated: February 16, 1998 15
EX-3.1 2 CERTIFICATE OF CORRECTION EXHIBIT 3.1 FEDERAL IDENTIFICATION NO. 04-3186647 THE COMMONWEALTH OF MASSACHUSETTS William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 CERTIFICATE OF CORRECTION (General Laws, Chapter 156B, Section 6A) 1. Exact name of corporation: CardioTech International, Inc. 2. Document to be corrected: Certificate of Vote of Directors Establishing a Class or Series of Stock 3. The above mentioned document was filed with the Secretary of the Commonwealth on November 12, 1998. 4. Please state the inaccuracy or defect in said document: In the last sentence of Section 2(c) the word "not" was omitted following the word "election". 5. Please state corrected version of the document: Delete Section 2(c) and substitute the following paragraph on Continuation Sheet 5A in lieu thereof, Note: This correction should be signed by the person(s) required by law to sign the original document. SIGNED UNDER THE PENALTIES OF PERJURY, this 11th day of December, 1998. /s/ Michael Szycher, Ph.D. - ---------------------------------, *President Michael Szycher, Ph.D. /s/ John Mattern - ---------------------------------, *Clerk John Mattern *Delete the inapplicable words Note: If the inaccuracy or defect to be correct is not apparent on the face of the document, minutes of the meeting substantiating the error must be filed with the certificate. Additional information may be provided on separate 8 1/2 x 11 sheets of white paper with a left margin of at least 1 inch. CARDIOTECH INTERNATIONAL, INC. CERTIFICATE OF CORRECTION CONTINUATION SHEET 5A (c) Unless the Requisite Series A Stockholders, at their option and in their sole discretion, require the Corporation to make payment in cash of such dividend payable on a Dividend Payment Date with respect to the outstanding shares of Series A Preferred Stock, such dividends shall not be paid in cash but shall continue to accrue in accordance with this Section 2 and shall not otherwise be paid in cash as a dividend pursuant to Section 2(a) on a later Dividend Payment Date without the prior written consent of the Requisite Series A Stockholders. The Requisite Series A Stockholders shall give irrevocable written notice to the Corporation of their election not to defer such cash payment of dividends not less than 5 Business Days nor more than 60 Business Days prior to the applicable Dividend Payment Date. EX-10.1 3 EMPLOYMENT AGREEMENT EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- PARTIES ------- This Employment Agreement (this "Agreement"), dated as of the 11th day of November, 1998, is entered into by and between CardioTech International, Inc., a Massachusetts corporation having its principal place of business at 78E Olympia Avenue, Woburn, Massachusetts 01801 (the "Company"), and John E. Mattern, an individual with an address at 34 Samoset Road, Duxbury, Massachusetts 02332 (the "Executive"). TERMS OF AGREEMENT ------------------ In consideration of this Agreement and the continued employment of the Executive by the Company, the parties agree as follows: 1. Employment. The Company hereby employs the Executive, on a full-time ---------- basis, to act as Chief Operating Officer, Chief Financial Officer and Clerk of the Company and to perform such acts and duties and furnish such services to the Company in connection with and related to those positions as are customary for persons with similar positions in like companies, and as the Chief Executive Officer of the Company shall from time to time reasonably direct. The Executive shall be an officer of the Company. The Executive hereby accepts said employment. The Executive shall use his best and most diligent efforts to promote the interests of the Company; shall discharge his duties in a highly competent manner; and shall devote his full business time and his best business judgment, skill and knowledge to the performance of his duties and responsibilities hereunder. The Executive shall report directly to the Chief Executive Officer of the Company. Nothing contained herein shall preclude the Executive from devoting incidental and insubstantial amounts of time to activities other than the business of the Company. 2. Term of Employment. The Company agrees to employ the Executive for the ------------------ period commencing on the date hereof and ending on December 31, 1999 (the "Employment Period"). Notwithstanding the foregoing, both the Executive and the Company shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice to the other party, subject to the Company's obligation to pay severance benefits under certain circumstances as provided in Sections 3.6 and 3.7 hereof. If the Executive shall remain in the employ of the Company beyond the Employment Period, in the absence of any other express agreement between the parties, this Agreement shall be deemed to continue on a month-to-month basis (the "Extended Employment Period"). 3. Compensation and Benefits; Disability. ------------------------------------- 3.1. Salary. During the Executive's employment, the Company shall pay the ------ Executive an annualized base salary of One Hundred Forty Thousand Four Hundred Dollars ($140,400) (the "Base Salary"), payable in equal installments pursuant to the Company's customary payroll policies in force at the time of payment (but in no event less frequently than monthly), less required payroll deductions and state and federal withholdings. The Base Salary may be adjusted from time to time in the sole discretion of the Board of Directors of the Company (the "Board"), except that the Executive, if a Director, shall not be entitled to vote thereon. The Base Salary shall be reviewed annually by the Board. 3.2. Bonus Payment. During the Employment Period, the Executive may receive, ------------- in the sole discretion of the Compensation Committee of the Board (the "Compensation Committee"), an annual bonus payment in an amount, if any, to be determined by the Compensation Committee, except that the Executive, if a member of the Compensation Committee, shall not be entitled to vote thereon. 3.3. Executive Benefits. During the Employment Period, the Executive shall ------------------ receive such benefits as are customarily provided to other officers and employees of the Company, including but not limited to the following benefits: (a) Health Insurance. Non-contributory health insurance pursuant to a Freedom ---------------- Care policy or substantially similar policy; and (b) Life Insurance. Life insurance on the life of the Executive with an -------------- Executive-directed beneficiary in the amount of one hundred fifty percent (150%) of the Base Salary. 3.4. Vacation. The Executive may take four weeks of paid vacation during -------- each year at such times as shall be consistent with the Company's vacation policies and (in the Board's judgment) with the Company's vacation schedule for officers and other employees. 3.5. Disability or Death. If during the Employment Period, the Executive ------------------- shall (i) become ill, disabled or otherwise incapacitated so as to be unable to perform his usual duties (a) for a period in excess of one hundred twenty (120) consecutive days or (b) for more than one hundred eighty (180) days in any consecutive twelve (12) month period, or (ii) die, then the -2- Company shall have the right to terminate this Agreement, in accordance with applicable laws, on thirty (30) days written notice to the Executive or his estate. 3.6. Severance Payment. In the event (i) the Company terminates this ----------------- Agreement without Cause (i.e., other than pursuant to Section 3.5 or Section 4 hereof) at any time (including during the Extended Employment Period), or (ii) the Executive terminates his employment for Good Reason following a Change in Control of the Company, or (iii) the Company fails to renew this Agreement within two (2) years following the occurrence of a Change in Control, the Company shall pay the Executive a severance payment equal to the Executive's then current Base Salary multiplied by 1.00; such severance payment to be adjusted to the extent necessary to avoid such payment being treated as an "excess parachute payment" for purposes of Section 280G of the Internal Revenue Code of 1986. "Good Reason" shall mean, during the nine (9) month period following a Change in Control, (1) a good faith determination by the Executive that as a result of such Change in Control he is not able to discharge his duties effectively or (2) without the Executive's express written consent, the occurrence of any of the following circumstances: (a) the assignment to the Executive of any duties inconsistent (except in the nature of a promotion) with the position in the Company that he held immediately prior to the Change in Control or a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to the Change in Control; (b) a reduction by the Company in the Base Salary as in effect on the date of the Change in Control; (c) the Company's requiring the Executive to be based more than twenty-five (25) miles from the Company's offices at which he was principally employed immediately prior to the date of the Change in Control except for required travel on the Company's business to an extent substantially consistent with his present business travel obligations; or (d) the failure by the Company to continue in effect any material compensation or benefit plan in which the Executive participates immediately prior to the Change in Control unless an equitable arrangement (embodied in an ongoing substitute or alterative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alterative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, than existed at the time of the Change in Control. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. -3- For purposes of this Agreement, a "Change in Control" shall occur or be deemed to have occurred only if any of the following events occur: (i) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other than any majority owned subsidiary thereof, the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, any trustee or other fiduciary of a trust treated for federal income tax purposes as a grantor trust of which the Company is the grantor, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities on any matter which could come before its stockholders for approval; (ii) individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. -4- 3.7. Benefits After Termination. Except as otherwise required by law, the -------------------------- Executive shall not be entitled to any employee benefits provided under Section 3.3 hereof after termination of the employment of the Executive, whether or not severance pay is being provided, except that if the Executive is entitled to the severance payment described in Section 3.6 of this Agreement, (i) the Company shall continue in full force and effect, at its expense, the life insurance provided for in Section 3.3(b) hereof for a period of one (1) year after termination of the Executive's employment hereunder or until the Executive becomes employed, whichever first occurs, and (ii) during the six (6) month period following the termination of the Executive's employment, the Company shall reimburse the Executive for out-of-pocket health insurance expenses incurred by the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"). If the Executive elects not to maintain health insurance pursuant to COBRA, the Company is under no obligation to reimburse the Executive for his otherwise elected coverage. The Executive shall be obligated to give the Company prompt notice of his employment. 4. Discharge for Cause. The Company may discharge the Executive and ------------------- terminate his employment under this Agreement for Cause without further liability to the Company by a majority vote of the Board, except that Executive, if a Director, shall not be entitled to vote thereon. As used in this Agreement, "Cause" shall mean any or all of the following: (a) misconduct of the Executive during the course of his employment which is materially injurious to the Company and which is brought to the attention of the Executive promptly after discovery by the Company, including but not limited to, theft or embezzlement from the Company, the intentional provision of services to competitors of the Company, or improper disclosure of proprietary information, but not including any act or failure to act by the Executive that he believed in good faith to be proper conduct not adverse to his duties hereunder; (b) willful disregard or neglect by the Executive of his duties or of the Company's interests that continues after being brought to the attention of the Executive; (c) unavailability (except as provided in Section 3.5 hereof) of the Executive to substantially perform the duties provided for herein; (d) conviction of a fraud or felony or any criminal offense involving dishonesty, breach of trust or moral turpitude during the Executive's employment; -5- (e) the Executive's breach of any of the material terms of this Agreement (including the failure of the Executive to discharge his duties in a highly competent manner) or any of the agreements executed in connection herewith as enumerated in Section 10.1 hereof. In the event the Company exercises its right to terminate the Executive's employment under this Section 4, the Executive shall not be entitled to receive any severance pay or other termination benefits, except as required by law. 5. Termination Without Cause. The Company may terminate this Agreement ------------------------- without Cause, without further liability to the Company except as set forth in Sections 3.6 and 3.7 hereof, by a majority vote of the Board. The Executive, if a Director, shall not be entitled to vote on the termination of this Agreement without Cause. 6. Expenses. Pursuant to the Company's customary policies in force at the -------- time of payment, the Executive shall be promptly reimbursed, against presentation of vouchers or receipts therefor, for all authorized expenses properly incurred by him on the Company's behalf in the performance of his duties hereunder. 7. Additional Agreements. Upon execution of this Agreement, the Executive --------------------- shall execute and deliver to the Company an Agreement Not to Compete (the "Noncompetition Agreement") and a Confidential and Proprietary Information Agreement (the "Confidential and Proprietary Information Agreement"), substantially in the forms attached hereto as Exhibits A and B. The agreements ---------------- attached hereto as Exhibits A and B shall survive the expiration of or ---------------- termination of this Agreement and the termination of Executive's employment with the Company for any reason. 8. Arbitration. All disputes and claims relating to this Agreement and the ----------- rights, obligations and performance of the parties hereto shall be settled by a single arbitrator sitting in Boston, Massachusetts under the applicable rules of the American Arbitration Association. 9. Notices. Any notice of communication given by any party hereto to the ------- other party or parties shall be in writing and personally delivered, mailed by certified mail, return receipt requested, postage prepaid, or delivered by a recognized overnight carrier, to the addresses provided above. All notices shall be deemed given when actually received. Any person entitled to receive notice (or a copy thereof) may designate in writing, by notice to the others, another address to which notices to such person shall thereafter be sent. -6- 10. Miscellaneous. ------------- 10.1. Entire Agreement. This Agreement contains the entire understanding of ---------------- the parties in respect of its subject matter and supersedes all prior agreements and understandings between the parties with respect to such subject matter; provided, however, that nothing in this Agreement shall affect the Executive's or the Company's obligations under the Noncompetition Agreement or the Confidential and Proprietary Information Agreement each dated as of November 11, 1998, between the parties hereto. 10.2. Amendment; Waiver. This Agreement may not be amended, supplemented, ----------------- cancelled or discharged, except by written instrument executed by the party affected thereby. No failure to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provisions. 10.3. Binding Effect; Assignment. The rights and obligations of this -------------------------- Agreement shall bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company's business and properties. The Executive's rights or obligations under this Agreement may not be assigned by the Executive; except that the Executive's right to compensation to the earlier of the date of death, disability pursuant to Section 3.5 hereof, or termination of actual employment, shall pass to the Executive's executor or administrator. 10.4. Headings. The headings contained in this Agreement are for reference -------- purposes only and shall not affect the meaning or interpretation of this Agreement. 10.5. Governing Law; Interpretation. This Agreement shall be construed in ----------------------------- accordance with and governed for all purposes by the laws and public policy of the Commonwealth of Massachusetts applicable to contracts executed and to be wholly performed within such Commonwealth. Service of process in any dispute shall be effective (a) upon the Company, if service is made on any officer of the Company other than the Executive; (b) upon the Executive, if served at the Executive's residence last known to the Company with an information copy to the Executive at any other residence, or in care of a subsequent employer of which the Company may be aware. -7- 10.6. Further Assurances. Each of the parties agrees to execute, ------------------- acknowledge, deliver and perform, or cause to be executed, acknowledged, delivered or performed, at any time, or from time to time, as the case may be, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be necessary or proper to carry out the provisions or intent of this Agreement. 10.7. Severability. If any one or more of the terms, provisions, covenants ------------ or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be determined by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting or reducing it so as to be enforceable to the extent compatible with then applicable law. EXECUTION --------- The parties executed this Agreement as a sealed instrument as of the date first above written, whereupon it became binding in accordance with its terms. CARDIOTECH INTERNATIONAL, INC. By: /s/ Michael Szycher, Ph.D. --------------------------------- Michael Szycher, Ph.D. Chief Executive Officer EXECUTIVE /s/ John E. Mattern --------------------------------- John E. Mattern -8- Attachments: Exhibit A: Noncompetition Agreement --------- Exhibit B: Confidential and Proprietary Information Agreement --------- -9- EXHIBIT A AGREEMENT NOT TO COMPETE ------------------------- I recognize that CardioTech International, Inc., a Massachusetts corporation (the "Company", which term shall include its subsidiaries and affiliated entities), desires to retain me in its employ and that the Company wishes to ensure that I do not compete with the Company, as specified below, in the event my employment with the Company is terminated. In consideration of the Company's employment or continued employment of me, I agree as follows: 1. I will not, for a period of one (1) year commencing with the termination of my employment with the Company, engage (directly or indirectly) in any activities or render any services similar or reasonably related to those in which I shall have engaged or those which I shall have rendered as an employee of the Company during any part of the two-year period preceding my termination for any trade or business which directly competes with the Company in any place where the Company does or may do business in any line of business engaged in (or planned to be engaged in) by the Company, whether now existing or hereafter established, nor shall I engage in such activities nor render such services for any other person or entity engaged or about to become engaged in such activities to, for or on behalf of any such trade or business. 2. I agree that for a period of one (1) year following termination of my employment with the Company, I will not solicit or in any manner encourage employees of the Company to leave their employ. I further agree that during such period I will not offer or cause to be offered employment to any person who was employed by the Company at any time during the six (6) months prior to the termination of my employment with the Company. 3. For purposes of this Agreement, "termination of employment" shall mean voluntary termination by me or termination by the Company for "cause" (as that term is defined in an Employment Agreement of even date herewith between me and the Company). 4. I understand that nothing in this Agreement shall affect my obligations under the "Confidential and Proprietary Information Agreement" between the Company and myself of even date herewith. 5. I agree that in addition to any other rights and remedies available to the Company for any breach by me of my obligations hereunder, the Company shall be entitled to enforcement of my obligations hereunder by court injunction. 6. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, then such provision shall be enforceable to the extent that a court shall deem it reasonable to enforce such provision. If such provision shall be unreasonable to enforce to any extent, such provision shall be severed from this Agreement and all remaining provisions shall continue in full force and effect. This Agreement shall be governed in all respects by the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF I have executed this Agreement under seal as of November 11, 1998. /s/ John E. Mattern --------------------------- John E. Mattern ACCEPTED AND AGREED TO: CardioTech International, Inc. By: /s/ Michael Szycher, Ph.D. --------------------------------- Michael Szycher, Ph.D. Chief Executive Officer -2- EXHIBIT B FOR EMPLOYEES ------------- CONFIDENTIAL AND PROPRIETARY INFORMATION AGREEMENT -------------------------------------------------- In consideration of my employment by CardioTech International, Inc., a Massachusetts corporation (the "Company"), I hereby agree as follows: 1. I will make full and prompt disclosure to the Company of all inventions, improvements, modifications, discoveries, methods, data, ideas and developments (all of which are collectively termed "developments" hereinafter), whether patentable or not, made or conceived or reduced to practice or learned by me either alone or jointly with others or under my direction during the period of my employment, whether or not made or conceived during normal working hours or on the premises of the Company. I do not have any developments other than those I have already disclosed to you. 2. I agree that all developments covered by Paragraph 1 shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith. I hereby assign to the Company any rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in all developments. I further agree as to all developments to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents in developments in any and all countries, and to that end I will execute all documents for use in applying for and obtaining such patents thereon and enforcing same, as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company in obtaining and enforcing patents for developments in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after such termination for time actually spent by me at the Company's request on such assistance. I understand that this Paragraph 2 does not apply to developments for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and (a) which does not relate (1) to the business of the Company or (2) to the Company's actual or demonstrable anticipated research or development, and (b) which does not result from any work performed by me for the Company, but I agree that the Company shall have a non-exclusive royalty-free license to use such developments for all purposes. 3. I hereby represent that, to the best of my knowledge, I have no present obligation to assign to any former employer or any other person, corporation or firm, any development covered by Paragraph 2. I represent that my performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement (either written or oral) in conflict herewith. 4. I will also assign to the Company any and all copyrights and reproduction rights to any material prepared by me in connection with my employment. 5. I understand as part of the consideration for the offer of employment extended to me by the Company and of my employment or continued employment by the Company, that I have not brought and will not bring with me to the Company or use in the performance of my responsibilities at the Company any materials or documents of a former employer which are not generally available to the public, unless I have obtained written authorization from the former employer for their possession and use. 6. During the course of my employment by the Company, I may learn of the Company's confidential information or confidential information entrusted to the Company by other persons, corporations, or firms. The Company's confidential information includes matters not generally known outside the Company, such as developments relating to existing and future products and services marketed or used by the Company and data relating to the general business operations of the Company (e.g., concerning sales, costs, profits, organizations, customer lists, pricing methods, etc.). I agree not to disclose any confidential information of the Company or of such other persons, corporations, or firms to others or to make use of it, except on the Company's behalf, whether or not such information is produced by my own efforts. Also, I may learn of developments, ways of business, etc., which in themselves are generally known, but whose use by the Company is not generally known, and I agree not to disclose to others such use, whether or not such use is due to my own efforts. 7. At the time I begin my employment and during the term of my employment by the Company, I will not become employed by or act on behalf of any other person, corporation, or firm which is engaged in any business or activity similar to or competitive with that of the Company, unless such employment has been approved by the Company in writing and signed by an appropriate personnel manager of the Company. 8. In the event that my employment is transferred by the Company to a subsidiary or affiliated company (as the case may -2- be), my employment by such company will, for the purposes of this Agreement, be considered as continued employment by the Company, unless I execute an agreement substantially similar in substance to this Agreement, in which event my employment by the Company shall be deemed to continue until the effective date of said agreement in any such company for which I become employed. 9. I hereby give the Company and its assigns permission to reasonably use photographs of me, either during or after my employment, with or without using my name, for whatever purposes it deems necessary. 10. Upon termination of my employment, unless my employment is transferred to a subsidiary or affiliated company of the Company, I agree to leave with the Company all records, drawings, notebooks, and other documents pertaining to the Company's confidential information, whether prepared by me or others, and also any equipment, tools or other devices owned by the Company, then in my possession however such items are obtained, and I agree not to reproduce any document or data relating thereto. 11. My obligations under this Agreement shall survive the termination of my employment regardless of the manner of such termination, and shall be binding upon my heirs, executors, and administrators. 12. Contemporaneously with entering the employ of the Company I have terminated employment with all past employers. 13. I represent that I have made no developments relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company. 14. I agree that in addition to any other rights and remedies available to the Company for any breach by me of my obligations hereunder, the Company shall be entitled to enforcement of my obligations hereunder by court injunction. 15. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, then such provision shall be enforceable to the extent that a court shall deem it reasonable to enforce such provision. If such provision shall be unreasonable to any extent, such provision shall be severed from this Agreement and all remaining provisions shall continue in full force and effect. 16. This Agreement shall be effective as of the date set forth below next to my signature. 17. This Agreement shall be governed in all respects by the laws of the Commonwealth of Massachusetts. -3- IN WITNESS WHEREOF, I have executed this Agreement under seal as of November 11, 1998. /s/ John E. Mattern ----------------------------- John E. Mattern ACCEPTED AND AGREED TO: CardioTech International, Inc. By: /s/ Michael Szycher, Ph.D. --------------------------------- Michael Szycher, Ph.D. Chief Executive Officer -4- EX-27 4 FINANCIAL DATA STATEMENT
5 9-MOS MAR-31-1999 APR-01-1998 DEC-31-1998 3,161,613 0 310,025 0 0 3,559,665 339,609 50,098 4,105,412 616,680 0 0 5,000 61,389 1,253,902 4,105,412 0 784,699 0 2,428,100 (68,872) 0 160,066 (1,734,595) 0 0 0 0 0 (1,734,595) (0.40) (0.40)
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