-----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, K7TU59tOk3cJH+tarAaTP9eGSCTefDthZ2nDS0V+Z5neAoaDoAQKqFKmDjSJOuFo EUIOVAQO96gEC4OVS64rJQ== 0000950005-01-500076.txt : 20010510 0000950005-01-500076.hdr.sgml : 20010510 ACCESSION NUMBER: 0000950005-01-500076 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010509 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: 1627125 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 p13550-10ksba.txt 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, 2000 ----------------- [ ] 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.) 84 W. Santa Clara Street, Suite 720 San Jose, California 95113 - ---------------------------------------- ----------------------- (Address of principal executive offices) (Zip code) Issuer's telephone number: (408) 938-3030 -------------- Securities registered under Section 12(b) of the Exchange Act: None -------------------- (Title of class) 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. [ X ] State issuer's revenues for its most recent fiscal year. $3,239,000 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.) $ 916,537 (1) (1) Excludes 496,921 shares held by directors, officers and shareholders whose ownership exceeds 5% of the outstanding shares at March 7, 2001 based on a closing bid price on that day of $0.3125 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.1,451,492 shares of convertible preferred stock, 3,429,839 shares of common stock. 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 15, 2001 are as follows: Name Age Position ---- --- -------- William P. Horgan 53 Chairman, Chief Executive Officer and Director Gregory S. Fredrick 46 Vice President, Finance William P. Horgan was appointed to 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. Gregory S. Fredrick was appointed Vice President, Finance in June 2000, after serving as Vice President, Controller since October 1998. 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 financial 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 15, 2001 are as follows: Name Age Principal Occupation ---- --- -------------------- William P. Horgan 53 Chairman of the Board of Directors, Chief Executive Officer and Director Bernard I. Grosser, MD 71 Director Michael D. Kaufman 60 Director Helen C. Leong 73 Director Robert Marx 70 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. Item 10. Executive Compensation The following table sets forth the total compensation for 2000, 1999 and 1998 of the Chief Executive Officer and each of the other executive officers of the Company whose total salary and bonus for 2000 exceeded $100,000 (the "Named Officers"). SUMMARY COMPENSATION TABLE
Long-Term Compensation Name and Principal Position Annual Compensation Award --------------------------- ------------------- ----- Securities Underlying Year Salary Bonus Options (#) ---- ------ ----- ----------- William P. Horgan 2000 $193,000(A) -- 118,000 Chairman of the Board and Chief Executive 1999 $193,000(A) -- -- Officer 1998 $193,000 -- -- (A) Mr. Horgan was granted an automobile allowance of $18,000 per year, payable semimonthly, in October 1999.
Option Grants in Last Fiscal Year During 2000, 118,000 options were granted to Mr. Horgan at a price of $1.03 per share. None of the Named Officers acquired any shares on exercise of options in 2000. Such options expire six years from the date of grant, and represented 57% of the total options granted in 2000. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values The following table sets forth certain information concerning the number of unexercised options held as of December 31, 2000 by the Named Officer: -3- Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options at Options at December 31, December 31, 2000 2000 Exercisable/Unexercisable Exercisable/Unexercisable Name (#) ($)(1) ---- --- ------ William P. Horgan 62,829/88,501 $ 0 / $ 0 (1) Assuming a stock price of $0.25 per share, which was the closing price of a Share of Common Stock reported on the NASDAQ National Market on December 31, 2000. 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 1, 2001 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. 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 1, 2001 (see notes (1) and (6) for exceptions) 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. The percentage of beneficial ownership is based on 3,429,839 shares of Common Stock outstanding as of April 1, 2001. 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 Percent Of Class) - ----------------------------------------------------- ------------------------- ----------------- William P. Horgan (1) 158,663 4.5% Bernard I. Grosser, M.D.(2) 96,903 2.8 Helen C. Leong(3) 98,039 2.8 Michael D. Kaufman(4) 387,053 11.2 Robert Marx(5) 76,072 2.2 All executive officers & directors as a group (5 persons) (6) 816,730 22.3 -4- (1) Includes 151,330 shares issuable on exercise of outstanding options, of which 62,829 are exercisable (2) Includes 46,386 shares issuable on exercise of outstanding options. (3) Includes 46,386 shares issuable on exercise of outstanding options. (4) Includes 279,166 shares held in the name of partnerships and 33,054 shares issuable on exercise of outstanding options. (5) Includes 43,053 shares issuable on exercise of outstanding options (6) Includes 320,209 shares issuable on the exercise of outstanding stock options.
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. HPS and Pherin have been parties to a research and development agreement and a supply agreement since 1996. In 2000 under the R & D agreement, HPSI paid to Pherin $250,000 for research and development services. As a result of the initial third party supply agreement entered into in December 1998, the Company required significantly more production of the synthesized human pheromones than were needed in the past. In January 1999, HPS 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. One of these laboratories was capable of supplying all of the pheromone needs of the Company in the year 2000. In May 1999, the Company entered into a marketing and business consulting agreement with Robert Marx, one of its directors. The agreement provided for a payment of $2,000 per week for the development of a new line of products to be introduced on the Internet, the development of the Internet site and arranging for potential celebrity endorsement of the new product line. Under this agreement, which is cancelable by the Company with two weeks notice, Mr. Marx received $48,000 during 2000. The product line was completed in 2000 and the agreement with Mr. Marx was cancelled in July 2000. -5- 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 San Jose, California, on April 27, 2001. 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 Amendment to the Annual Report on Form 10-KSBhas 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 27, 2001 - ------------------------------- and Director William P. Horgan /s/ Gregory S. Fredrick Vice President, Finance April 27, 2001 - ------------------------------- (Principal Financial and Gregory S. Fredrick Accounting Officer) /s/ Bernard I. Grosser Director April 27, 2001 - ------------------------------- Bernard I. Grosser, M.D. /s/ Michael D. Kaufman Director April 27, 2001 - ------------------------------- Michael D. Kaufman /s/ Helen C. Leong Director April 27, 2001 - ------------------------------- Helen C. Leong /s/ Robert Marx Director April 27, 2001 - ------------------------------- Robert Marx -----END PRIVACY-ENHANCED MESSAGE-----