-----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, AZiE1RcwVWWOd5s4Nv4pOaBu5sMG0Tt0+hD/Q4aLi07jG1T6vAxuw0l0FuQIzIxP D5lVIqqruvuZSlOzC9cbPw== 0001005444-97-000206.txt : 19971125 0001005444-97-000206.hdr.sgml : 19971125 ACCESSION NUMBER: 0001005444-97-000206 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971124 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIORELEASE CORP CENTRAL INDEX KEY: 0000797662 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 880218411 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-15260 FILM NUMBER: 97727269 BUSINESS ADDRESS: STREET 1: 10 CHESTNUT DRIVE STREET 2: UNIT D CITY: BEDFORD STATE: NH ZIP: 03110 BUSINESS PHONE: 6033711255 MAIL ADDRESS: STREET 1: 10 CHESTNUT DRIVE STREET 2: UNIT D CITY: BEDFORD STATE: NH ZIP: 03110 FORMER COMPANY: FORMER CONFORMED NAME: OIA INC DATE OF NAME CHANGE: 19920703 10KSB/A 1 BIORELEASE 10-KSB/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A-1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended June 30, 1997 Commission File No. 33-43976 Delaware 88-0218411 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) BIORELEASE CORP. (Exact name of Registrant as specified in its charter) 340 Granite Street, 2nd Floor, Manchester, NH 03102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (603) 641-8443 Securities registered pursuant to Section 12(b)of the Act: None Securities registered pursuant to Section 12(g)of the Act: Common Stock, Class A Common Stock Purchase Warrants 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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-B 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-KSB or any amendment to this Form 10-KSB [X ] Yes __X__ No _____ The aggregate market value of the voting common stock held by non-affiliates (1) of the registrant based on the average of high bid ($.12) and low bid ($.06) prices of the Company's Common Stock, as of October 08, 1997, is approximately $611,376 based upon an average of $.10 multiplied by the number of shares of Registrant's Common Stock held by non-affiliates (6,113,757shares). The number of shares outstanding of the Registrant's Common Stock, $.01 par value, as of October 08, 1997 is 9,371,659 (which excludes 550,000 treasury shares). (1) "Affiliates" solely for purposes of this item refers to those persons who, during the 3 months preceding the filing of this Form 10-KSB were officers, directors and/or beneficial owners of 5% or more of the Company's outstanding stock. DOCUMENTS INCORPORATED BY REFERENCE See Item 13. Transitional Small Business Disclosure Format (check one): Yes _____ No __X__ -1- This report amends the registrant's annual report on Form 10-KSB for the fiscal year ended June 30, 1997 to make the following correction in the Financial Table appearing on page F-14, Item 7. Equity (Continued) under the heading "A Summary of the Company's stock option plans as of June 30, 1997 and 1996 and changes during the year:" Under "Options Granted to Service Providers, Options outstanding, June 30, 1995" the number 727,620 is corrected to read 1,727,620. -2- BIORELEASE CORP. AND SUBSIDIARY D/B/A BIORELEASE (A Development Stage Enterprise) Notes to Consolidated Financial Statements June 30, 1997 and 1996 7. Equity (Continued) A summary of the Company's stock option plans as of June 30, 1997 and 1996 and changes during the year are presented below:
Options Granted to Director Plan Option Plan Service Providers ------------- ----------- ----------------- Weighted Weighted Weighted Number Average Number Average Number Average of Exercise of Exercise of Exercise Options Price Options Price Options Price ------- -------- ------- -------- ------- -------- Options outstanding, June 30, 1995 107,500 $ 3.94 200,000 $ 4.14 1,727,620 $ 1.10 Granted 30,000 0.17 - - 1,191,700 0.10 ------- -------- --------- Options outstanding, June 30, 1996 137,500 3.11 200,000 4.14 2,919,320 0.69 Granted 30,000 0.17 - - 375,000 0.09 Expired (10,000) - (200,000) - (50,000) - ------- -------- --------- Options outstanding, June 30, 1997 157,500 2.75 - - 3,244,320 0.69 ======= ======== ========= Currently exercisable 157,500 2.75 - - 3,244,320 0.69 ======= ======== =========
The range of exercise prices is $.06 to $7.50 as of June 30, 1997 and 1996. The weighted average fair value of the options granted during the years ended June 30, 1997 and 1996 is presented below: 1997 1996 ---- ---- Director plan $.10 $.08 Option plan Non Granted Non Granted Options granted to service providers $.11 $.07 The Company applies APB Opinion 25 and related interpretations in accounting for certain options granted. Accordingly, no compensation cost has been recognized for those options. Had compensation cost for the Company plans been determined based on the fair value at the grant dates consistent with the method of FASB Statement 123, the Company's net loss would have been increased by approximately $-0- and $30,000 for the years ended June 30, 1997 and 1996, respectively. This increase would have no impact on the loss per share for those years. Additionally, the Company did not record an expense for options issued in the year ended June 30, 1997 because the value of the options and consideration received were deemed to be immaterial. F-14 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. BIORELEASE CORP. Dated: October 31, 1997 By /s/Richard F. Schubert ------------------------------- Richard F. Schubert, Chairman 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. SIGNATURES TITLE DATE /s/Richard F. Schubert Chairman, October 31, 1997 -------------------- Director and Richard F. Schubert Principal Financial Officer /s/Richard Whitney Director October 31, 1997 -------------------- Richard Whitney -3- SUPPLEMENTAL INFORMATION AND EXHIBITS Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. Not Applicable. - -4- -----END PRIVACY-ENHANCED MESSAGE-----