-----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, SDN9TqyAxqYatZSZ71rcTJyaRA2GwcLD1O/e5OTw6E4K1cKMiyYjnvXvA6TCeEhK Gycy8D7HIBCDFLAhQOf8NQ== 0000811212-97-000020.txt : 19971209 0000811212-97-000020.hdr.sgml : 19971209 ACCESSION NUMBER: 0000811212-97-000020 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971208 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMOGENESIS CORP CENTRAL INDEX KEY: 0000811212 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 943018487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-16375 FILM NUMBER: 97733526 BUSINESS ADDRESS: STREET 1: 3146 GOLD CAMP DRIVE CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9168585100 MAIL ADDRESS: STREET 1: 3146 GOLD CAMP DRIVE CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FORMER COMPANY: FORMER CONFORMED NAME: INSTA COOL INC OF NORTH AMERICA DATE OF NAME CHANGE: 19920703 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K/A-2 Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 1997 Commission File Number: 0-16375 THERMOGENESIS CORP. (Exact name of Registrant as specified in its charter) DELAWARE 94-3018487 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3146 GOLD CAMP DRIVE, RANCHO CORDOVA, CA 95670 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code:(916) 858-5100 Securities registered pursuant to section 12(b) of the Act: NONE Securities registered pursuant to section 12(g) of the Act: Name of each exchange TITLE OF EACH CLASS ON WHICH REGISTERED Common Stock, $.001 Par Value Per Share Nasdaq SmallCap Market 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-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment of this Form 10-K. X The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sale price on September 25, 1997 was $53,558,540. The number of shares of the registrant's common stock, $.001 par value, outstanding on June 30, 1997 was 15,864,769. DOCUMENTS INCORPORATED BY REFERENCE: None. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth the aggregate cash compensation paid in the past three years for all services of Executive Officers of the Company. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION OTHER NAME AND ANNUAL PRINCIPAL COMP. RESTRICTED STOCK OPTIONS GRANTED POSITION YEAR SALARY BONUS AWARD(S) Philip H. Coelho, 1995 $ 110,000 $ 0 $ 27,296{(1)} $ 0 -0- President and Chief 1996 $ 110,000 $ 0 $ 27,296{(2)} $ 0 250,000{(4)} Executive Officer 1997 $ 160,000 $ 0 $ 52,764{(3)} $ 0 -0- Charles deB Griffiths 1995 $ 80,000 $ 0 $ 12,000{(5)} $ 0 -0- V.P. Marketing/Sales 1996 $ 110,000 $ 0 $ 21,512{(6)} $ 0 100,000{(8)} Corporate Secretary 1997 $ 120,000 $ 0 $ 31,781{(7)} $ 0 -0- Walter J. Ludt, III, 1995 $ 80,000 $ 0 $ 7,200{(9)} $ 0 -0- Chief Operating Officer 1996 $ 100,000 $ 0 $ 14,253{(10)} $ 0 150,000{(12)} Chief Financial Officer 1997 $ 120,000 $ 0 $ 9,600{(11)} $ 0 -0-
{(1)} Represents payments of $7,200 annual automobile allowance and $20,096 in accrued vacation pay. {(2)} Represents payments of $7,200 annual automobile allowance and $20,096 in accrued vacation pay. {(3)} Represents payments of $12,000 annual automobile allowance and $40,764 in accrued vacation pay. {(4)} Includes 200,000 stock options granted on October 23, 1995, and 50,000 stock options granted on May 29, 1996 which were repriced on April 2, 1997 to $2.3125 per share. {(5)} Represents payments of $12,000 annual automobile allowance. {(6)} Represents payments of $9,000 annual automobile allowance and $12,512 in accrued vacation pay. {(7)} Represents payments of $9,000 annual automobile allowance and $22,781 in accrued vacation pay. {(8)} Includes replacement option of 100,000. {(9)} Represents payments of $7,200 annual automobile allowance. {(10)}Represents payments of $8,100 annual automobile allowance and $6,153 in accrued vacation pay. {(11)}Represents payment of $9,000 annual automobile allowance. {(12)}Includes 100,000 stock options granted on October 23, 1995, and 50,000 stock options granted on May 29, 1996 which were repriced on April 2, 1997 to $2.3125 per share. ______________________ -2- EMPLOYMENT AGREEMENTS In June 1996, the Company and Mr. Coelho entered into a new employment agreement whereby Mr. Coelho agreed to serve as President and Chief Executive Officer of the Company and receive compensation equal to $160,000 per year and a $800 per month automobile allowance, subject to annual increases as may be determined by the Board of Directors. The employment agreement may be terminated by Mr. Coelho or by the Company with or without cause. In the event Mr. Coelho is terminated by the Company without cause, Mr. Coelho will be entitled to receive severance pay equal to the greater of six months of his annual salary or the remaining term of the agreement. In addition, the employment agreement provides that in the event Mr. Coelho is terminated other than "for cause" upon a change of control, Mr. Coelho shall be paid an amount equal to three times his annual salary. The phrase "change of control" is defined to include (i) the issuance of 33% or more of the outstanding securities to any individual, firm, partnership, or entity, (ii) the issuance of 33% or more of the outstanding securities in connection with a merger, or (iii) the acquisition of the Company in a merger or other business combination. The employment agreement expires by its terms in June 1999. In June 1996, the Company and Charles de B. Griffiths entered into a new employment agreement whereby Mr. Griffiths agreed to serve as Vice-President of Marketing and Sales of the Company and receive compensation equal to $120,000 per year and a $750 per month car allowance, subject to annual increases as may be determined by the Board of Directors. The employment agreement may be terminated by Mr. Griffiths or by the Company with or without cause. In the event Mr. Griffiths is terminated by the Company without cause, Mr. Griffiths will be entitled to receive severance pay equal to the greater of six months of his annual salary, or the remaining term of the agreement. In addition, the employment agreement provides that in the event Mr. Griffiths is terminated following a change of control, Mr. Griffiths shall be paid an amount equal to three times his annual salary. The phrase "change of control" is defined to include (i) the issuance of 33% or more of the outstanding securities to any individual, firm, partnership, or entity, (ii) the issuance of 33% or more of the outstanding securities in connection with a merger, or (iii) the acquisition of the Company in a merger or other business combination. The employment agreement expires by its terms in June 1999. In June 1996, the Company and Walter J. Ludt, III entered into an employment agreement whereby Mr. Ludt agreed to serve as Chief Operating Officer and Chief Financial Officer of the Company and receive compensation equal to $120,000 per year and a $750 per month car allowance, subject to annual increases as may be determined by the Board of Directors. The employment agreement may be terminated by Mr. Ludt or by the Company with or without cause. In the event Mr. Ludt is terminated by the Company without cause, he will be entitled to receive severance pay equal to the greater of six months of his annual salary, or the remaining term of the agreement. In addition, the employment agreement provides that in the event Mr. Ludt is terminated following a change of control, he shall be paid an amount equal to three times his annual salary. The phrase "change of control" is defined he issuance of 33% or more of the outstanding securities to any individual, firm, partnership, or entity, (ii) the issuance of 33% or more of the outstanding securities in connection with a merger, or (iii) the acquisition of the Company in a merger or other business combination. The employment agreement expires by its terms in June 1999. In December 1996, the Company and David Adams entered into an employment agreement whereby Mr. Adams agreed to serve as Vice President of Business Development and General Counsel of the Company and receive compensation equal to $110,000 per year and a $650 per month automobile allowance, subject to annual increases as may be determined by the Board of Directors. The employment agreement may be terminated by mutual consent of the Company and Mr. Adams or by the Company with or without cause. In the event Mr. Adams is terminated by the Company without cause, Mr. Adams will be entitled to receive severance pay equal to the greater of six months of his annual salary, excluding any amounts for benefits or automobile allowance or an amount equal -3- to the then current per month Base Salary multiplied by the number of calendar months remaining in the Agreement. In addition, the employment agreement provides that in the event Mr. Adams is terminated other than "for cause" upon a change of control, Mr. Adams will be paid an amount equal to three times his annual salary. The phrase "change of control" is defined to include (i) the issuance of 33% or more of the outstanding securities to any individual, firm, partnership, or entity, (ii) the issuance of 33% or more of the outstanding securities in connection with a merger, or (iii) the acquisition of the Company in a merger or other business combination. The employment agreement expires by its terms in November 1999. In February 1997, the Company and Michael Zmuda entered into an at-will employment agreement whereby Dr. Zmuda agreed to serve as Vice President of Regulatory Affairs and Quality Systems of the Company and receive compensation equal to $90,000 per year and a $850 per month automobile allowance, subject to annual increases as may be determined by the Board of Directors. The employment agreement may be terminated by the Company with or without cause. In addition, the employment agreement provides that in the event Dr. Zmuda is terminated other than "for cause" upon a change of control, he will be paid an amount equal to three times his annual salary. The phrase "change of control" is defined to include (i) the issuance of 33% or more of the outstanding securities to any individual, firm, partnership, or entity, (ii) the issuance of 33% or more of the outstanding securities in connection with a merger, or (iii) the acquisition of the Company in a merger or other business combination. OPTIONS GRANTED IN LAST FISCAL YEAR No options were granted to named executive officers during the last fiscal year. However, the following options were repriced during the fiscal year ended June 30, 1997. The repricing was to compensate those officers for entering into lock-up agreements during financing in the 1996 fiscal year, which resulted in the expiration of significant options exercisable at $0.53 per share. All option grants and values have been adjusted to reflect the one- for-two stock consolidation effected by the Company on June 14, 1996. No officers or directors exercised any options during the year.
INDIVIDUAL GRANTS Percent of Total Options Granted Number of to Employees in Potential Realized Value at Securities Fiscal Year Assumed Annual Rates of Stock Underlying Exercise Base Price Appreciation for Option Options Granted Price Expiration Term Director ($/sh){1} Date 10%($){(2)} 5%($){(2)} Philip Coelho 50,000 4.2% $ 2.3125{(3)} 5/29/01 $ 31,947 $ 70,589 Walter Ludt 50,000 4.2% $ 2.3125{(4)} 5/29/01 $ 31,947 $ 70,589
FOOTNOTES TO TABLE {(1)}The exercise price of the options repriced during fiscal year 1996 was equal to the closing market price of the Company's common stock on the date the option was repriced. All other terms remained the same. {(2)}The 5% and 10% assumed rates of appreciation are mandated by the rules of the Securities and Exchange Commission and do not represent the Company's estimate or projection of future common stock prices, or actual performance. {(3)}Options were repriced on April 2,1997 at $2.3125. {(4)}Options were repriced on April 2, 1997 at $2.3125. -4- AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table sets forth executive officer options exercised and option values for fiscal year 1996, as adjusted for the Company's one-for-two stock consolidation effected June 14, 1996 for all fiscal year executive officers.
Number of Options Value of Unexercised at FY end Options at FY End Shares Acquired Value (Exercisable/ (Exercisable/ NAME OR EXERCISED REALIZED UNEXERCISABLE) UNEXERCISABLE){(1)} Philip H. Coelho - - 425,000/ $ 235,275/ -0- $ -0- Charles Griffiths - - 225,000/ $ 123,225/ -0- $ -0- Walter Ludt, III - - 183,333/ $ 89,000/ -0- $-0-
FOOTNOTES TO TABLE {(1)} Based on June 30, 1997 year end closing bid price of $2.781 per share. -5- THERMOGENESIS CORP. Signatures In accordance with section 13 or section 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THERMOGENESIS CORP. Dated: December 5, 1997 By: Philip H. Coelho, Chief Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: December 5, 1997 By: Philip H. Coelho, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Dated: December 5, 1997 By: Renee Ruecker Director of Finance (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----