10-K/A 1 v163598_10ka.htm Unassociated Document
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 2)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008
Commission file number 0-12183

BOVIE MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware No.
  
11-2644611
(State or other jurisdiction
  
(IRS Employer Identification No.)
of incorporation or organization)
    

734 Walt Whitman Rd., Melville, New York 11747
(Address of principal executive offices)

(631) 421-5452
(Issuer's telephone number)

Title of each Class
  
Name of each Exchange on which registered
Common Stock, $.001 Par Value
  
NYSE Euronext “AMEX”
 
Securities registered under Section 12(g) of the Exchange Act
None

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes: o     No x
 
Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
Yes:  o     No x
 
Indicate by check mark whether the registrant (I) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by checkmark if disclosure of 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 or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer o    Accelerated filer x     Non-accelerated filer o      Small reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o                                No x
 
 
The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of March 2, 2009 was approximately $101,800,000

The number of shares of the registrant's $.001 par value common stock outstanding on the NYSE Alternext exchange as of March 2, 2009 was 16,987,698

Company Symbol-BVX Company SIC (Standard Industrial Code)-3841


DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement relating to the Annual Meeting of Shareholders which was held on November 6, 2008 are incorporated by reference into Part I.
 
EXPLANATORY NOTE
 
We are filing this Amendment No. 2 (the “Amendment”) on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities Exchange Commission on March 13, 2009 and was amended by Amendment No. 1 filed with the Securities and Exchange Commission on September 18, 2009 (as so amended, the “Original Report”), for the purpose of only re-filing three exhibits, 10.12, 10.14, and 10.15, with attachments that were not included in the previous amended filing, and to correct the signature page in our original filing which inadvertently omitted the signature of our Chief Financial Officer.
 
Except as described above and items previously amended in our 10-K/A Amendment No. 1, no other amendments have been made to the Original 10-K. All other Items of the Original 10-K are unaffected by these Amendments. This Amendment does not reflect events occurring after March 13, 2009 or modify or update the disclosure contained in the Original 10-K in any way other than as required to reflect the revisions discussed above.
 
 
 
 
 
Bovie Medical Corporation
2008 Form 10-K/A Annual Report

Table of Contents

Part I
  
Page
Item 1
Business
1
Item 1A
Risk Factors
5
Item 1B
Unresolved Staff Comments
10
Item 2
Properties
10
Item 3
Legal Proceedings
10
Item 4.
Submission of Matters to a Vote of Security Holders
10
     
Part II
    
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
11
Item 6.
Selected Financial Data
13
Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
14
Item 7A
Quantitative and Qualitative Disclosures about Market Risk
24
Item 8
Financial Statements and Supplementary Data
24
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
24
Item 9A
Controls and Procedures
25
 Item 9B
Other Information
26
     
Part III
    
Item 10
Directors, Executive Officers, and Corporate Governance
26
Item 11
Executive Compensation
30
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
36
Item 13.
Certain Relationships and Related Transactions and Director Independence
38
Item 14
Principal Accountant Fees and Services
40
 
Signatures
41
     
Part IV
    
Item 15
Exhibits Index
  
 
 
 
 

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, in Clearwater, Florida on November 6, 2009.

 
Bovie Medical Corporation
   
 
By: /s/ ANDREW MAKRIDES 
 
Andrew Makrides
 
President
 
Chairman of the Board

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, in Clearwater, Florida on November 6, 2009.

 
Bovie Medical Corporation
   
 
By: /s/ GARY D. PICKETT 
 
Gary D. Pickett
 
Chief Financial Officer,
 
Treasurer, and Secretary


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name
  
Title
  
Date
         
Principal Executive Officer:
        
         
/s/  ANDREW MAKRIDES
Andrew Makrides
  
Chief Executive Officer and Chairman of the Board
  
November 6, 2009
         
Principal Financial Officer:
        
         
/s/  GARY D. PICKETT
Gary D. Pickett
  
Chief Financial Officer, Treasurer, and Secretary
  
November 6 , 2009
         
Directors:
        
         
/s/  J. ROBERT SARON
J. Robert Saron
  
President of Aaron Medical Industries, Inc. and Director
  
November 6, 2009
         
/s/  GEORGE KROMER
George Kromer
  
Director 
  
November 6 , 2009
         
/s/  BRIAN MADDEN
Brian Madden
  
Director 
  
November 6, 2009
         
/s/  MICHAEL NORMAN
Michael Norman
  
Director
  
November 6, 2009
         
/s/ AUGUST LENTRICCHIA
August Lentricchia
  
Director 
  
November 6, 2009
         
/s/  STEVE LIVNEH
Steve Livneh
  
President of Bovie Canada and
Director 
  
November 6, 2009
         
/s/  STEVEN MACLAREN
Steven MacLaren
  
Director 
  
November 6, 2009
         
/s/  DR. PETER PARDOLL
Dr. Peter Pardoll
  
Director 
  
November 6, 2009
 
 
 
 
 
EXHIBIT INDEX

Exhibit 10.2*
Original Equipment Manufacturer Agreement between Arthrex, Inc. and Bovie Medical Corp. dated as of June, 2002. **
Exhibit 10.11
Consulting and Intellectual Property Assignment Agreement dated January 12, 2006 among Bovie, Henvil Corp. Ltd and Steve Livneh. **
Exhibit 10.12*
Distribution Agreement between Bovie Medical Corporation and Boston Scientific dated October 6, 2006 as re-filed, inclusive of Exhibit A.
Exhibit 10.13*
First Amendment to Distribution Agreement between Boston Scientific Corporation and Bovie Medical Corporation August 23, 2007. **
Exhibit 10.14*
Termination Purchase and License Agreement between Boston Scientific Corporation and Bovie Medical Corporation dated April 29, 2008 as re-filed, inclusive of Exhibit A.
Exhibit 10.15
Asset Purchase Agreement dated as of October 2, 2006 between Bovie Medical Corporation and Lican Developments, Ltd as re-filed, inclusive of Exhibit A, B, C and D.
Exhibit 10.16*
First Amendment to Manufacturing and Development Agreement dated August 24, 2007 between Bovie Medical Corporation and Arthrex, Inc. **
Exhibit 10.17
First Amendment to OEM Agreement between Arthrex, Inc. and Bovie Medical Corp. dated as of July, 2007. **
Exhibit 10.18
Amended Employment Agreement dated January 15, 2006 between Bovie Medical Corporation and Andrew Makrides. **
Exhibit 10.19
Amended Employment Agreement dated January 15, 2006 between J. Robert Saron and Bovie Medical Corporation. **
Exhibit 10.20
Amended Employment Agreement dated January 15, 2006 between Moshe Citronowicz and Bovie Medical Corporation. **
Exhibit 10.21
Employment Agreement dated June 18, 2007 between Bovie Medical Corporation and Gary Pickett. **
Exhibit 10.22
Employment Agreement dated October 2, 2006 between Steve Livneh and Bovie Medical Corporation. **
Exhibit 10.23
Amendment to Consulting and Intellectual Property Assignment Agreement dated June 22, 2006 among Bovie, Henvil Corp. Ltd and Steve Livneh. **
Exhibit 31.1
Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
Exhibit 31.2
Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
Exhibit 32.1
Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
Exhibit 32.2
Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
­­­­­­­­­­­­­

*      Subject to a confidential treatment application made by the Company in connection with this filing
**    Previously filed.