-----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, Tg/IWUua+3Sfi1xVaQzuhyCHo3p+UcEBgkbQTsi8bHKe5TCzpyzp2lFunDmPfr3E aZAZvbq9KtjuqOaQCJqObg== 0000950005-99-000389.txt : 19990503 0000950005-99-000389.hdr.sgml : 19990503 ACCESSION NUMBER: 0000950005-99-000389 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUMAN PHEROMONE SCIENCES INC CENTRAL INDEX KEY: 0000878616 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 943107202 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-23544 FILM NUMBER: 99606345 BUSINESS ADDRESS: STREET 1: 4034 CLIPPER CT CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5102266874 FORMER COMPANY: FORMER CONFORMED NAME: EROX CORP DATE OF NAME CHANGE: 19940307 10KSB/A 1 FORM 10KSB/A Washington, D.C. 20549 FORM 10-KSB / A (Amendment No. 1) (MARK ONE) [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (fee required) For the fiscal year ended December 31, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 OR A5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (no fee required) Commission file number 0-23544 HUMAN PHEROMONE SCIENCES, INC. ---------------------------------------------- (Name of small business issuer in its charter) California 94-3107202 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. employee incorporation or organization) Identification No.) 4034 Clipper Court, Fremont, California 94538 - --------------------------------------- ------------------- (Address of principal executive offices) (Zip code) Issuer's telephone number: (510) 226-6874 Securities registered under Section 12(b) of the Exchange Act: None ---------------- (Title of class) Checkwhether 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. [ X ] State issuer's revenues for its most recent fiscal year. $10,378,717 State 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 price of such stock, as of a specified date within the past 60 days. (See definition of affiliate in rule 12b-2 of the Exchange Act.) $5,586,667(1) (1) Excludes 1,421,763 shares held by directors, officers and shareholders whose ownership exceeds 5% of the outstanding shares at March 19, 1999 based on a closing bid price on that day of $0.63 per share. Exclusion of such shares should not be construed as indicating that the holders thereof possess the power, direct or indirect, to direct the management or policies of the registrant or that such person is controlled by or under common control with the registrant. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 1,445,716 shares of convertible preferred stock, 10,289,488 shares of common stock as of April 12, 1999. Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ] -1- PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act The executive officers of the Company and their ages as of April 12, 1999 are as follows: Name Age Position ---- --- -------- William P. Horgan 50 Chairman, Chief Executive Officer and Director Gregory S. Fredrick 44 Vice President, Controller William P. Horgan was appointed to the newly created post of Chairman of the Board in November 1996 after serving as President, Chief Executive Officer and Director since January 1994, when he joined the Company. From May 1992 to January 1994, he served as Chief Financial and Administrative Officer of Geobiotics, Inc., a biotechnology-based development stage company, and from January 1990 to May 1992, was employed by E.S. Jacobs and Company as Senior Vice President of Worlds of Wonder, Inc. From March 1988 to January 1990, he was Chief Financial Officer of Advanced Polymer Systems, Inc., a manufacturer and supplier of polymer based delivery systems for the ethical dermatology, OTC skin care and personal care markets. Prior thereto, he held various executive and management positions with CooperVision, Inc. and several affiliated companies, including President of its Revo, Inc. subsidiary. Gregory S. Fredrick joined the Company in October 1998 as Vice President, Controller. Prior to joining the Company Mr. Fredrick spent nearly eight years in the Entertainment industry. From February 1997 to June 1998 he was the Vice President, Controller for a start-up record label / internet company 911 Entertainment. Mr. Fredrick served in various finance and operations capacities while with Windham Hill Records / BMG Entertainment from April 1990 leaving as Director of Operations in December 1996. The directors of the Company and their ages as of April 12, 1999 are as follows: Name Age Principal Occupation ---- --- -------------------- William P. Horgan 50 Chairman of the Board of Directors, Chief Executive Officer and Director Bernard I. Grosser, M.D 69 Director Michael D. Kaufman 58 Director Helen C. Leong 71 Director Robert Marx 68 Director Bernard I. Grosser, M.D. has served as a Director since March 1992. Dr. Grosser is Chairman of the Department of Psychiatry at the University of Utah and has served in that capacity since 1982. Dr. Grosser has conducted extensive research related to hormonal target areas of the brain. Michael D. Kaufman, a Director since August 1997, is Managing General Partner of MK Global Ventures, a firm he founded in 1987. Prior to 1987, Mr. Kaufman spent six years as a General Partner of Oak Investment Partners, where he was involved in the formation of numerous technology companies and served as founding investor and director of Businessland, Davox, Katun, Easel, Ekco, Interlan and Ziyad, among others. Prior to becoming a Partner of Oak Investment Partners, Mr. Kaufman was President and COO of Centronics Data Corporation, a $150 million NYSE-listed manufacturer of computer-related printing devices. -2- Helen C. Leong has served as a Director since April 1993. Mrs. Leong is and has been for more than five years the managing partner of Leong Ventures, which makes investments in the areas of biogenetics and health-oriented technologies. She is a general partner of CLW Associates, which specializes in real estate and start-up businesses in consumer fields. Mrs. Leong is also a founder of Mid-Peninsula Bank of Palo Alto where she has served as a director since 1988. Robert Marx has served as a Director since October 1994. Mr. Marx was the founder and Co-Chief Executive Officer of Gildamarx Incorporated, a firm specializing in designing and manufacturing exercise apparel and products for active lifestyles from 1979 until the sale of the company in 1996. He is a member of the Executive Committee of the Sports Apparel Products Council and the Board of Directors of the California Manufacturers Association. There are no family relationships between directors or executive officers of the Company. -3- Item 10. Executive Compensation The following table sets forth the total compensation for 1998, 1997 and 1996 of the Chief Executive Officer and each of the other executive officers of the Company whose total salary and bonus for 1998 exceeded $100,000 (the "Named Officers"). SUMMARY COMPENSATION TABLE
Long-Term Compensation Annual Compensation Award ------------------- ----- Name and Principal Position Year Salary Bonus Securities Underlying --------------------------- ---- ------ ----- Options(#) ---------- William P. Horgan 1998 $193,000 -- -- Chairman of the Board and 1997 $193,000 -- -- Chief Executive Officer 1996 $185,000 $55,000 100,000 Michael P. Stern 1998 $143,400 -- -- President (Resigned 9/30/98) 1997 $143,400 -- -- 1996 $134,000 $40,200 150,000 Maxine C. Harmatta 1998 $106,650 -- -- Vice President (Resigned 8/31/98) 1997 $118,000 -- -- 1996 $110,000 $31,850 125,000
Option Grants in Last Fiscal Year There were no option grants in 1998 to the Named Officers and none of the Named Officers acquired any shares on exercise of options in 1998. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values The following table sets forth certain information concerning the number of unexercised options held as of December 31, 1998 by the Named Officers. Number of Securities Underlying Unexercised Value of Unexercised Options at December 31, 1998 In-the-Money Options at Exercisable/Unexercisable December 31, 1998 ------------------------- Exercisable/Unexercisable Name (#) ($)(1) ---- --- ------ William P. Horgan 316,874/53,126 -/- Michael V. Stern -/- -/- Maxine C. Harmatta -/- -/- - -------------------- (1) Assuming a stock price of $.97 per share, which was the closing price of a Share of Common Stock reported on the NASDAQ National Market on December 31, 1998. -4- Item 11. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of April 12, 1999 by: (i) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock; (ii) each of the Company's executive officers named in the Summary Compensation Table; (iii) each of the Company's directors; and (iv) by all directors and executive officers as a group. Except as otherwise indicated, the Company believes that the beneficial owners of the securities listed below, based on information furnished by such owners, have sole investment and voting power with respect to the Common Stock shown as being beneficially owned by them:
Directors, Nominees, Officers And 5% Stockholders Shares Beneficially Owned(1) Percent Of Class(1)(2) ------------------------------------------------- ---------------------------- ---------------------- William P. Horgan (3) 343,200 3.2 Michael V. Stern 197,340 1.9 Bernard I. Grosser, M.D.(4) 156,716 1.5 Helen C. Leong(5) 229,124 2.2 Michael D. Kaufman(6) 1,096,163 10.6 Robert Marx(7) 163,224 1.6 Maxine C. Harmatta - - All executive officers and directors as a group (7 persons)(8) 2,185,767 20.1 (1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of Shares beneficially owned by a person and the percentage of ownership of that person, shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of April 12, 1999 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of each other person. The persons named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the other footnotes to this table. (2) Percentage of beneficial ownership is based on 10,289,488 shares of Common Stock outstanding as of April 12, 1999. (3) Includes 320,000 shares issuable on exercise of outstanding options. (4) Includes74,166 shares issuable on exercise of outstanding options. (5) Includes 74,166 shares issuable on exercise of outstanding options. (6) Includes 1,061,997 shares held in the name of partnerships and 34,166 shares issuable on exercise of outstanding options. (7) Includes 64,166 shares issuable on exercise of outstanding options (8) Includes 566,664 shares issuable on exercise of outstanding options.
-5- Item 12. Certain Relationships and Related Transactions In 1991, the Company transferred to Pherin Corporation ("Pherin"), a newly formed California corporation, all of the Company's rights to its human pheromone technology for use other than in the consumer products field, together with $2 million in cash, in exchange for all of the stock of Pherin. Upon approval by its shareholders at the Annual Meeting, held in August 1991, the Company distributed to its shareholders all of the stock of Pherin. Certain stockholders identified under "Principal Stockholders" above are also stockholders of Pherin. HPSI and Pherin are parties to an agreement, pursuant to which Pherin will supply HPSI with its reasonable requirements of human pheromones and to make available to HPSI the basic manufacturing technology. Under the agreement, payments to Pherin in 1998 totaled $303,625. After January 31, 1996, rather than supply human pheromones to HPSI, Pherin may instead elect to provide to the Company all manufacturing technology in its possession that it has not previously supplied to HPSI. . Through 1998 only small quantities of human pheromones, which could be produced in a laboratory environment, were required for its fragrance and ancillary products. As a result of the initial third party supply agreement entered into in December 1998, the Company requires significantly more production of the synthesized human pheromones than were needed in the past. In January 1999, HPSI and Pherin contracted with two independent laboratories to manufacture kilogram quantities of the synthesized human pheromones under the direction of scientists working on behalf of the Company and Pherin. HPSI has received the initial quantities from these independent laboratories. The Company and Pherin have agreed to the terms of a new research and development agreement, and a supply agreement effective April 1, 1999. -6- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Human Pheromone Sciences, Inc. has duly caused this Amendment of the Annual Report on Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized, in Fremont, California, on April 29, 1999. HUMAN PHEROMONE SCIENCES, INC. By: /s/ William P. Horgan --------------------------------- Name: William P. Horgan ------------------------------- Title: Chairman of the Board ------------------------------ Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed on behalf of Human Pheromone Sciences, Inc. by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE --------- -------- ---- /s/ William P. Horgan Chief Executive Officer April 29, 1999 - -------------------------------------- and Director William P. Horgan /s/ Gregory S. Fredrick Vice President, April 29, 1999 - -------------------------------------- Principal Financial and Gregory S. Fredrick Accounting Officer /s/ Bernard I. Grosser Director April 29, 1999 - -------------------------------------- Bernard I. Grosser, MD /s/ Michael D. Kaufman Director April 29, 1999 - -------------------------------------- Michael D. Kaufman /s/ Helen C. Leong Director April 29, 1999 - -------------------------------------- Helen C. Leong /s/ Robert Marx Director April 29, 1999 - -------------------------------------- Robert Marx
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