-----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, W0LEfyTsh6xb43rZ/lr/dqvuTOLziw9u1iud+mYUaxoLFbaB3xVVf7AHUH+Rys4T 9ah8Et8ZvafO5mZJYdX5Ow== /in/edgar/work/0000950137-00-004747/0000950137-00-004747.txt : 20001114 0000950137-00-004747.hdr.sgml : 20001114 ACCESSION NUMBER: 0000950137-00-004747 CONFORMED SUBMISSION TYPE: 10KSB40/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000430 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BIO MEDICA CORP CENTRAL INDEX KEY: 0000896747 STANDARD INDUSTRIAL CLASSIFICATION: [3829 ] IRS NUMBER: 141702188 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10KSB40/A SEC ACT: SEC FILE NUMBER: 000-28666 FILM NUMBER: 758608 BUSINESS ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 BUSINESS PHONE: 8002271243 MAIL ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 10KSB40/A 1 c58445a1e10ksb40a.txt AMENDMENT #1 TO ANNUAL REPORT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A-1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2000 Commission File Number: 0-28666 AMERICAN BIO MEDICA CORPORATION (Name of Small Business Issuer in its charter) New York 14-1702188 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 122 Smith Road 12106 Kinderhook, New York (Zip Code) (Address of principal executive offices) Issuer's telephone number (800) 227-1243 Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: Common Shares, $.01 par value per share 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. [X] Yes [ ] 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. $7,653,000. The aggregate market value of 11,559,444 voting Common Shares held by non-affiliates of the issuer was approximately $18,067,411 based on the last reported sale price of the issuer's Common Shares, $.01 par value, as reported on the Nasdaq SmallCap Market on July 12, 2000. The Proxy Statement for the Annual Meeting of Shareholders for the 2001 Fiscal Year has been incorporated herein by reference to the extent indicated herein in Part III of this Form 10-KSB. As of July 12, 2000, the issuer had outstanding 18,045,548 Common Shares, $.01 par value. Traditional Small Business Disclosure Format: [ ] [X] No 2 ITEM 10. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation ---------------------------- ------------------------------------- Awards Restricted Securities Name and Principal Position Year Salary Bonus Stock Awards Underlying Options - --------------------------- ---- ------ ----- ------------ ------------------ Stan Cipkowski 2000 $96,000 $77,010 $ 0 100,000 Chairman, President 1999 96,000 64,992 0 0 And Chief Executive Officer 1998 97,231 23,080 0 0 Jay Bendis 2000 $84,000 $77,010 0 100,000 Vice-President Sales 1999 84,000 64,992 0 0 And Marketing 1998 85,077 23,080 2,356,000 0 Douglas Casterlin 2000 $84,000 $67,010 0 100,000 Vice-President Operations 1999 84,000 54,992 0 0 1998 73,807 11,540 540,000 0
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at Assume Annual Rates of Stock Price Appreciation Individual Grants for Option Term(1) ----------------- ------------------------------ Number of Total Options Securities Granted to Exercise Underlying Employees In Price Expiration Name Options Granted Fiscal Year(2) ($/Share) Date(3) 5% 10% ---- --------------- -------------- --------- -------- -- --- Stan Cipkowski 100,000 6.8% $2.50 11-22-09 $27,000 $212,000 Jay Bendis 100,000 6.8% $2.50 11-22-09 $27,000 $212,000 Douglas Casterlin 100,000 6.8% $2.50 11-22-09 $27,000 $212,000
- ------------------------------ (1) Potential realizable value is based on an assumption that the price of the Common Stock appreciates at the annual rate shown (compounded annually) from the date of grant until the end of the option term. These numbers are calculated based on the requirements of the Securities and Exchange Commission and do not reflect the Company's estimate of future stock price performance. (2) The Company granted options representing 1,473,250 shares to employees in fiscal 2000. (3) The options become exercisable in 25% increments on November 22, 1999. 3 AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
Value of Unexercised Number of Unexercised Options In-The-Money Options at at Fiscal Year-End Fiscal Year-End ----------------------------- ----------------------- Shares Acquired on Value Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable ----- -------- -------- ----------- ------------- ----------- ------------- Stan Cipkowski 0 $ 0 363,500 75,000 $ 0 $ 0 Jay Bendis 0 0 219,000 75,000 0 0 Douglas Casterlin 0 0 175,000 75,000 0 0
COMPENSATION OF DIRECTORS Directors who are not employees or officers of the Company ("Outside Directors") are granted an option to purchase 10,000 Common Shares at the time of election and are granted an additional option to purchase 10,000 Common Shares annually on the date of the Company's Annual Meeting of Shareholders. Outside Directors are also granted an option to purchase 2,000 Common Shares for service on the Audit Committee or the Compensation Committee annually on the date of the Company's Annual Meeting of Shareholders. Outside Directors who serve on both committees are granted an option to purchase 4,000 Common Shares annually. Outside Directors receive a fee of $1,000 for attending meetings of the Board, and are reimbursed for out-of-pocket expenses incurred in attending such meetings. 2 4 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS At August 16, 2000, the Company had provided loans aggregating $415,000 to Stan Cipkowski, the Company's Chairman of the Board, President and Chief Executive Officer. These loans are evidenced by a note and bear interest at the rate of 11.5% per annum. The note is payable on demand. Mr. Cipkowski has agreed to pledge 1,500,000 of the Company's Common Shares to the Company as collateral. The Company's Board of Directors is currently evaluating forms of repayment of this loan which may include cash repayment or repayment through the redemption by the Company of certain of Mr. Cipkowski's Common Shares. The Company has collateralized a bank loan totaling $115,000 for Mr. Cipkowski with a $112,000 certificate of deposit in the bank. As of August 16, 2000, the Company has provided a loan in the amount of $380,000 to BioSys, Inc. ("BioSys"). BioSys is a development stage company focusing on developing, manufacturing, marketing and selling proprietary new products for the industrial microbiology testing market. Gerald Moore, a director of the Company, is a stockholder and officer of BioSys. This loan is convertible into shares of common stock of BioSys based on the percentage of the funds provided by the Company through this loan during the two year period ending July 14, 2001 compared to the total amount of funds provided to BioSys by all other investors during this period. The Company's percentage ownership of the outstanding shares of common stock of BioSys is limited to a maximum of 20% based on a maximum of $400,000 that may be provided to BioSys by the Company. 3 5 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN BIO MEDICA CORPORATION By /s/ Stan Cipkowski ------------------------------------- Stan Cipkowski, Chairman of the Board of Directors, President and Chief Executive Officer Date: November 10, 2000 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 indicated on November 10, 2000: /s/ Stan Cipkowski Chairman of the Board of Directors, - ---------------------------- President and Chief Executive Officer Stan Cipkowski /s/ Edmund Jaskiewicz Director - ---------------------------- Edmund Jaskiewicz /s/ Jay Bendis Director - ---------------------------- Jay Bendis /s/ Gerald Moore Director - ---------------------------- Gerald Moore /s/ Robert Aromando Director - ---------------------------- Robert Aromando /s/ Denis O'Donnell Director - ---------------------------- Denis O'Donnell, M.D. /s/ Keith Palmer Chief Financial Officer - ---------------------------- (Principal Financial Officer) Keith Palmer -----END PRIVACY-ENHANCED MESSAGE-----