-----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, MmMs8YxWOeMCFUB6s1zZTtm0SjQmSs8Y+tqfUhEAxKtZFgP+3Ziljzv+UODiKWuh tXRi6AQngMJICAWiFPBcLQ== 0000950135-96-002439.txt : 19960604 0000950135-96-002439.hdr.sgml : 19960604 ACCESSION NUMBER: 0000950135-96-002439 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960603 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYCHEMEDICS CORP CENTRAL INDEX KEY: 0000806517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 581701987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13738 FILM NUMBER: 96576059 BUSINESS ADDRESS: STREET 1: 1280 MASSACHUSETTS AVENUE STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6178687455 MAIL ADDRESS: STREET 1: 1280 MASSACHUSETTS AVE STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02138 10KSB/A 1 PSYCHEMEDICS CORPORATION 1 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A (AMENDMENT NO. 1) Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1995 Commission file number: 1-13738 PSYCHEMEDICS CORPORATION (exact name of registrant as specified in its charter) Delaware 58-1701987 - --------------------------------------------- ------------------------------- (State or other jurisdiction of incorporation (I.R.S. Employer Identification or organization) No.) 1280 Massachusetts Ave., Cambridge, MA 02138 - ----------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 617-868-7455 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.005 Par Value ----------------------------- (Title of class) Securities registered pursuant to Section 12(g) of the Act: None 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 ( ) The registrant's revenue for the year ended December 31, 1995 was $10,110,934. On March 22, 1996 the aggregate market value of the voting stock held by non-affiliates of the registrant was $71,292,876 and 19,752,868 shares of Common Stock, $.005 par value, were outstanding at such date. DOCUMENTS INCORPORATED BY REFERENCE ----------------------------------- Part III - Portions of the Registrant's Proxy Statement relative to the 1996 Annual Meeting of Stockholders to be held on May 7, 1996. 2 PSYCHEMEDICS CORPORATION 10-KSB Index to Exhibits -----------------
Exhibit Page or Number Description Reference - ------ ----------- --------- 3 Articles of Incorporation and By-Laws ------------------------------------- 3.1 Certificate of Incorporation filed A-3 (i) September 24, 1986 3.2 Amendment to Certificate of A-3 (ii) Incorporation filed October 29, 1986 3.3 Amendment to Certificate of B-3 (c) Incorporation filed July 12, 1989 3.4 Amendment to Certificate of G-4 Incorporation filed August 7, 1990 3.5 Amendment to Certificate of J-4 Incorporation filed May 9, 1991 3.6 By-Laws of the Company A-3 (iii) 4 Instruments Defining the Rights of Security Holders --------------------------------------------------- 4.1 Specimen Stock Certificate A-4 4.3 Form of Common Stock Purchase Warrant H-4 issued to investors on December 31, 1990 4.4 Form of Common Stock Purchase Warrant I-4 issued to investors on March 28, 1991 4.5 Form of Common Stock Purchase Warrant K-4 issued to the Placement Agent on November 27, 1991 10 Material Contracts ------------------ 10.1 License Agreement with Werner A-10 (v) * Baumgartner, Ph.D. and Annette Baumgartner dated January 17, 1987
3 10.2 License Agreement with Home Office D-19 Reference Laboratory dated November 17, 1988 10.3 License Agreement with Lifecodes E-19 Corporation dated February 24, 1989 10.4 Employment Agreement with Werner A. O-10.1 Baumgartner, Ph.D. dated May 15, 1994 10.5 Securities Purchase Agreement re: sale C-28 of 3,500,000 shares of Common Stock and 4,200,000 Common Stock Purchase Warrants dated May 15, 1989 10.6 Amendment dated as of June 30, 1990 to L-10.9 Securities Purchase Agreement dated May 15, 1989 10.7 1989 Employee Stock Option Plan, N-A * as amended 10.8 1989 Non-Qualified Stock Option Plan, N-B * as amended 10.9 Purchase Agreement re: sale of 317,220 F-28 shares of Common Stock, 475,949 Warrants, $500,000 Convertible Subordinated Note and 127,479 shares of Preferred Stock dated June 29, 1990 10.10 Conversion Agreement re: conversion of H-28 indebtedness (including accrued interest) and 127,479 shares of Preferred Stock (including accrued dividends) into 1,039,026 shares of Common Stock dated as of December 31, 1990 10.11 Purchase Agreement re: sale of 810,000 I-28 shares of Common Stock and 810,000 Common Stock Purchase Warrants dated March 28, 1991 10.12 1991 Non-Qualified Stock Option Plan L-10.15 * 10.13 Employment Agreement with Raymond C. L-10.16 * Kubacki, Jr. effective July 16, 1991 10.14 Form of Purchase Agreement re: sale M-28.1 of 2,000,000 shares of Common Stock dated November 27, 1991 10.15 Conversion Agreement re: conversion K-28.2 of Promissory Notes into 428,571 shares of Common Stock dated November 27, 1991
4 10.16 Lease dated October 6, 1992 with Mitchell H. M-10.18 Hersch, et. al with respect to premises in Culver City, California 10.17 Security Agreement dated October 6, 1992 M-10.19 with Mitchell H. Hersch et. al 10.18 Lease Agreement dated December 30, 1992 M-10.20 with General Electric Capital Corporation 10.19 Letter of Credit Agreement dated December 29, M-10.21 1992 with General Electric Capital Corporation 10.20 Standby Letter of Credit dated December 29, M-10.22 1992 with Brown Brothers Harriman & Co. 10.21 Employment Agreement with Donald J. Kippenberger, Ph.D. dated January 1, 1994 O-10.3 * 10.22 Employment Agreement with Thomas Cairns Ph.D., O-10.3 * D.Sc. dated July 1, 1995 23 Consents of Experts and Counsel ------------------------------- 23.1 Consent of Arthur Andersen LLP + 27 Financial Data Schedule - ------------------------------ + Previously Filed with Original Filing. A- Incorporated by reference from the Registrant's Registration Statement on Form S-18 (File No. 33-10186 LA). The number set forth herein is the number of the Exhibit in said Registration Statement. B- Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1989. The number set forth herein is the number of the Exhibit in said Report. C- Incorporated by reference from the Registrant's Current Report on Form 8-K filed May 30, 1989. The number set forth herein is the number of the Exhibit in said Report. D- Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1988. The number set forth herein is the number of the Exhibit in said Report. E- Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1989. The number set forth herein is the number of the Exhibit in said Report. F- Incorporated by reference from the Registrant's Current Report on Form 8-K filed July 2, 1990. The number set forth herein as the number of the Exhibit in said Report.
5 G- Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 1990 as amended by a First Amendment on Form 8 filed December 15, 1990. The number set forth herein is the number of the Exhibit in said Form 8. H- Incorporated by reference from the Registrant's Current Report on Form 8-K filed January 8, 1991. The number set forth herein is the number of the Exhibit in said Report. I- Incorporated by reference from the Registrant's Current Report on Form 8-K filed April 3, 1991. The number set forth herein is the number of the Exhibit in said Report. J- Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991. The number set forth herein is the number of the Exhibit in said Report. K- Incorporated by reference from the Registrant's Current Report on Form 8-K filed December 2, 1991. The number set forth herein is the number of the Exhibit in said Report. L- Incorporated by reference from the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1991. The number set forth herein is the number of the Exhibit in said Report. M- Incorporated by reference from the Registrants Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992. The number set forth herein is the Exhibit in said Report. N- Incorporated by reference from the Registrant's 1996 Annual Proxy Statement. The letter set forth herein is the letter of the Exhibit in said Proxy Statement. O- Incorporated by reference from the Registrant's Current Report on Form 10-Q for the quarter ended June 30, 1995. The number set forth herein is the number of the Exhibit in said Report. *- Represents a management contact or compensatory plan in which a director or a named executive officer of the registrant participates. 6 SIGNATURES Pursuant to the requirements of Rule 12b-15 under 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. PSYCHEMEDICS CORPORATION By: /s/ Bruce M. Stillwell --------------------------- Bruce M. Stillwell Vice President, Treasurer, Controller Date: June 3, 1996 EX-27 2 FINANCIAL DATA SCHEDULE
5 0000806517 PSYCHEMEDICS CORPORATION 1 US DOLLARS YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 1 193,787 5,279,596 1,722,770 0 0 7,521,616 4,106,980 1,864,398 10,217,493 733,103 0 101,441 0 0 9,382,949 10,217,493 10,110,934 10,110,934 4,703,517 4,703,517 4,106,286 0 9,178 1,645,886 87,200 1,558,686 0 0 0 1,558,686 .07 .07
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