-----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, GcATuZh1QHNiCVF9qLcV/nwYy3xRkNo/srXviffMYaZh4Techb9+dI/MB5A6qzyL xo3XrVM6VoKckXngdXxesQ== 0001042910-99-000649.txt : 19990519 0001042910-99-000649.hdr.sgml : 19990519 ACCESSION NUMBER: 0001042910-99-000649 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990131 FILED AS OF DATE: 19990518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPECIFICS TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000875622 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113054851 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-19879 FILM NUMBER: 99629253 BUSINESS ADDRESS: STREET 1: 35 WILBUR ST CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: 5165937000 MAIL ADDRESS: STREET 1: 35 WILBUR STREET CITY: LYNBROOK STATE: NY ZIP: 11563 10KSB/A 1 ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-KSB/A (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 1999 ---------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 0-19879 BIOSPECIFICS TECHNOLOGIES CORP. (Name of small business issuer in its charter)
Delaware 11-3054851 -------- ---------- (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 35 Wilbur Street, Lynbrook, New York 11563 ------------------------------------ ----- (Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (516) 593-7000 -------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 ----------------------------- Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 __ Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form and no disclosure will 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. [ ] Issuer's revenues for its most recent fiscal year were $7,062,000. The aggregate market value of common voting stock held by non-affiliates of the Issuer was approximately $5,530,000 computed by reference to the last sale price at which the stock was sold on April 14, 1999 as reported by Nasdaq. As of April 14, 1999, 4,565,866 shares of common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required in Part III by Items 9, 10, 11, and 12 is incorporated by reference to the Registrant's proxy statement in connection with the 1999 annual meeting of shareholders, which will be filed by the Registrant within 120 days after the close of its fiscal year. 1 PART IV ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K. (a) Exhibits Filed Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation of Registrant, as amended. (Previously filed with Registrant's Registration Statement on Form S-18 "Registration Statement" and incorporated herein by reference.) Exhibit 3.2 Registrant's by-laws as amended. (Previously filed as Exhibit 3.2 and 3.2(a) to Registrant's Registration Statement and incorporated herein by reference.) Exhibit 4.1 Copy of Promissory Note executed by Edwin H. Wegman in favor of Advance Biofactures Corporation. (Previously filed as Exhibit 28.1 to Registrant's Registration Statement and incorporated herein by reference.) Exhibit 4.2 Copy of Promissory Note executed by Edwin H. Wegman in favor of Sherman C. Vogel and Clarification of Loan executed by Edwin H. Wegman, Sherman C. Vogel, and Advance Biofactures Corporation. (Previously filed as Exhibit 28.2 to Registrant's Registration Statement and incorporated herein by reference.) Exhibit 4.3 Copy of Promissory Note executed by Advance Biofactures Corporation in favor of Myron E. Wegman. (Previously filed as Exhibit 28.3 to Registrant's Registration Statement and incorporated herein by reference.) Exhibit 10.1 Form of 1991 Stock Option Plan of the Registrant. (Previously filed as Exhibit 10.1 to Registrant's Registration Statement and incorporated herein by reference.) Exhibit 10.2 Form of 1993 Stock Option Plan of Registrant. (Previously filed on the Registrant's Form S-8 Registration No. 33-95116 dated August 27, 1995 and incorporated herein by reference.) Exhibit 10.3 Copy of Agreement between Advance Biofactures Corporation and Knoll Pharmaceutical Company, without exhibits. (Previously filed as exhibit 10.3 to Registrant's 10-KSB for the year ended January 31, 1995 and incorporated herein by reference.) Exhibit 10.4 Copy of Lease between Advance Biofactures Corporation and the Wilbur Street Corporation. (Previously filed as exhibit 10.4 to Registrant's 10-KSB for the year ended January 31, 1998 and incorporated herein by reference.) Exhibit 10.5 Copy of Lease between the Curacao Industrial and International Trade Development Company (Curinde) N.V. and Advance Biofactures Corporation of Curacao, N.V. (English translation). (Previously filed as Exhibit 10.5 to Registrant's Registration Statement and incorporated herein by reference.) Exhibit 10.6 Copy of Agreement between Advance Biofactures of Curacao, N.V. and a Swiss company regarding a license for Nucleolysin(R) for Switzerland and Italy, without exhibits. (Previously filed as Exhibit 10.7 to Registrant's Registration Statement and incorporated herein by reference.) Exhibit 10.7 Copy of Agreement between Advance Biofactures Corporation and Bernard J. Sussman, as amended. (Previously filed as Exhibit 10.8 to Registrant's Registration Statement and incorporated herein by reference.) Exhibit 10.8 Copy of Agreement between Advance Biofactures of Curacao, N.V. and physician regarding testing of Nucleolysin(R). (Previously filed as Exhibit 10.9 to Registrant's Registration Statement and incorporated herein by reference.) 2 Exhibit 10.9 Form of Financial Consulting Agreement between the Company and S.D. Cohn & Co., Inc. Exhibit 10.10 Copy of Agreement between Bio-Specifics N.V. (a wholly-owned subsidiary of Advance Biofactures of Curacao, N.V.) and Sheldon R. Pinnell, MD. (Previously filed as Exhibit 10.17 to Registrant's Registration Statement and incorporated herein by reference.) Exhibit 10.11 Copy of Employment Agreement with Dr. Rainer Friedel (English summary attached). (Previously filed as exhibit 10.18 to Registrant's 10-KSB for the year ended January 31, 1996 and incorporated herein by reference.) Exhibit 10.12 Copy of agreement to extend expiration of Underwriter's warrants and Assignee of Warrants among Registrant, S.D. Cohn & Co., and John C. Dello- Iacono. (Previously filed as exhibit 10.19 to Registrant's 10-KSB for the year ended January 31, 1996 and incorporated herein by reference.) Exhibit 10.13 Copy of Collagenase ABC license agreement between Advance Biofactures of Curacao, N.V. and an Italian company, without exhibits. (Previously filed as exhibit 29.1 to Registrant's 10-KSB for the year ended January 31, 1995 and incorporated herein by reference.) Exhibit 10.14 Copy of Collagenase ABC license agreement between Advance Biofactures of Curacao, N.V. and a Swiss company, without exhibits. (Previously filed as exhibit 29.2 to Registrant's 10-KSB for the year ended January 31, 1995 and incorporated herein by reference.) Exhibit 10.15 Copy of Promissory Note executed by Edwin H. Wegman in favor of Advance Biofactures Corp. (Previously filed as exhibit 29.3 to Registrant's 10-KSB for the year ended January 31, 1995 and incorporated herein by reference.) Exhibit 10.16 Copy of Consulting Agreement between BioSpecifics Technologies Corp. and Stephen A. Vogel. (Previously filed as exhibit 10.23 to Registrant's 10-KSB for the year ended January 31, 1998 and incorporated herein by reference.) Exhibit 10.17 Form of 1997 Stock Option Plan of Registrant. (Previously filed on the Registrant's Form S- 8 Registration No. 333-36485 dated September 26, 1997 and incorporated herein by reference.) Exhibit 22 Subsidiaries of the Registrant. (Previously filed as exhibit 22 to Registrant's 10-KSB for the year ended January 31, 1996 and incorporated herein by reference.) Exhibit 23.1 Consent of KPMG LLP. Exhibit 27.1 Financial Data Schedule* ----------------------------- * Filed herewith (b) Reports on Form 8-K None. 3 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BIOSPECIFICS TECHNOLOGIES CORP. (Registrant) Date: May 17, 1999 By: /s/Edwin H. Wegman --------------------------------------- Edwin H. Wegman, Chairman and President In accordance with the Securities 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.
Edwin H. Wegman Chairman of the Board, President and May 17, 1999 --------------------- Director (Principal Executive Officer) Edwin H. Wegman May 17, 1999 Albert Horcher Secretary, Treasurer, Principal Financial --------------------- and Chief Accounting Officer Albert Horcher May 17, 1999 Thomas L. Wegman Executive Vice President and Director -------------------- Thomas L. Wegman May 17, 1999 Paul A. Gitman, MD. Director -------------------- Paul A. Gitman, MD. May 17, 1999 Henry Morgan Director -------------------- Henry Morgan May 17, 1999 Sherman C. Vogel Director -------------------- Sherman C. Vogel May 17, 1999 Rainer Friedel Director -------------------- Rainer Friedel
4 EX-27 2 FDS --
5 12-MOS JAN-31-1999 FEB-01-1998 JAN-31-1999 5,086,725 2,102,951 1,202,003 0 1,488,525 135,622 3,160,064 2,446,348 11,376,543 1,445,976 0 0 0 4,891 11,401,516 11,376,543 7,061,884 7,061,884 2,250,945 2,250,945 2,050,049 0 6,983 1,419,508 139,300 1,239,708 0 0 0 1,239,708 0.26 0.26
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