Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
22-2457487
(I.R.S.
Employer
Identification
No.)
|
Item
1.
|
3
|
|
Item
2.
|
13
|
|
Item
3.
|
13
|
|
Item
4.
|
13
|
|
|
||
Item
5.
|
13
|
|
Item
6.
|
14
|
|
Item
7.
|
22
|
|
Item
8.
|
22
|
|
Item
8A.
|
22
|
|
Item
8B.
|
22
|
|
|
||
Item 9.
|
23
|
|
Item
10.
|
25
|
|
Item
11.
|
27
|
|
Item
12.
|
30
|
|
Item
13.
|
30
|
|
Item
14.
|
33
|
|
34
|
a)
|
No
need to pack containers of medical
waste
|
b)
|
No
need to transport infectious waste through facilities with
patients
|
c)
|
No
need to ship infectious medical waste on public
roads
|
d)
|
Environmentally
sound approach for disinfection – uses biodegradable chemicals; does not
release smoke, odor, steam or other emissions to the air; removes
the need
for incineration
|
e)
|
Quiet
system - noise level during cycle is approx. 64.1dB(A), regarded
below
levels of noise safety concerns by most government
regulations
|
a)
|
Reduce
the exposure to infectious medical waste by limiting the time an
employee
handles, stores and packs the waste
|
b)
|
No
need to administer and track waste that is shipped from the
facility
|
c)
|
Ease
of use
|
d)
|
Employees
can continue to perform their regular functions while the SteriMed
Systems
treatment cycle is operational
|
a)
|
Rapid
deployment through our system designs that enable “same day” installation
and start up at a client’s site
|
b)
|
Easily
installed requiring only electricity, water and sewage outlet which
are
usually which are usually readily available. No special ventilation
or
lighting required
|
c)
|
Fast
cycle process times (approximately 15 minutes) that enables even
our
smallest system to generate a rapid throughput
capability
|
d)
|
Limited
training required for operators due to the fully automated systems
based
upon a one-touch start method
|
e)
|
Due
to their compact size, units can be strategically placed in a health
care
facility close to the waste generation
sites
|
f)
|
Due
to its compact size, the SteriMed System is also appropriate for
mobile
facilities such as cruise ships and naval
vessels.
|
a)
|
One
of the lowest capital costs for comprehensive onsite medical waste
systems
|
b)
|
Reduced
labor time as packaging for off-site transportation is
eliminated
|
c)
|
No
additional packaging or transportation costs to incineration
site
|
d)
|
Our
business model allows for the SteriMed Systems to be leased to U.S.
facilities generating the infectious clinical waste. This model
obviates the need for capital investment by users, and should also
reduce
previous operating expenses in disposing of medical
waste.
|
e)
|
Cellemetry
monitoring system which allows for real time monitoring of the SteriMed
Systems through wireless communication with technical support personnel,
thus enabling same or next day support to our valued
customers.
|
f)
|
Ability
to fix costs for a given period of time, avoiding future price increases
and surcharges, while allowing for additional capacity at a low variable
cost
|
g)
|
Energy
efficient systems that consume just pennies per cycle in electricity
and
water
|
a)
|
Enable
infectious medical waste generating facilities to replace existing
systems
while meeting federal, state and local environmental as well as health
regulations.
|
b)
|
Proprietary,
environmentally safe, 90% biodegradable chemical for disinfection
which
has been cleared for use in many foreign countries and which is registered
in most states.
|
File
No.
|
Country
|
Application
No.
|
Application
Date
|
Trademark
No.
|
99211
|
Australia
|
813208
|
11/9/1999
|
813208
|
99208
|
Canada
|
1035659
|
11/12/1999
|
TMA
596,538
|
99209
|
Common
European Market Trademarks (CTM)
|
1380146
|
11/11/1999
|
1380146
|
99216
|
Hungary
|
m-9905278
|
11/10/1999
|
165158
|
99200
|
Israel
|
113,697
|
7/20/1997
|
113,697
|
99210
|
Japan
|
11-103145
|
11/12/1999
|
4462258
|
99212
|
Mexico
|
472508
|
2/23/2001
|
701862
|
99218
|
Poland
|
Z-209695
|
11/10/1999
|
148086
|
99214
|
Russia
|
99719243
|
11/18/1999
|
209618
|
99207
|
U.S.A
|
75/904,419
|
1/28/2000
|
2,724,738
|
File
No.
|
Country
|
Application
No.
|
Application
Date
|
Trademark
No.
|
99205
|
Australia
|
813207
|
11/9/1999
|
813207
|
99202
|
Canada
|
1035658
|
11/12/1999
|
TMA
596,329
|
99203
|
Common
European Market Trademarks (CTM)
|
1380195
|
11/11/1999
|
1380195
|
99215
|
Hungary
|
M-9905279
|
11/10/1999
|
164682
|
99200
|
Israel
|
131893
|
11/1/1999
|
131893
|
99204
|
Japan
|
11-103144
|
11/12/1999
|
4562185
|
99206
|
Mexico
|
412940
|
2/23/2001
|
656603
|
99217
|
Poland
|
Z-209696
|
11/10/1999
|
145760
|
99213
|
Russia
|
99719294
|
11/18/1999
|
200276
|
99201
|
U.S.A
|
75/904,150
|
01/29/2000
|
2,713,884
|
File
No.
|
Country
|
Application
No.
|
Application
Date
|
Patent
No.
|
Dates
Patent Valid
|
9454
|
U.S.A
|
08/369,533
|
1/5/1995
|
5,620,654
|
4/15/1997
- 4/15/2014
|
9456
|
Canada
|
2,139,689
|
1/6/1995
|
2,139,689
|
10/5/1999
- 1/6/2015
|
9452
|
Australia
|
10096/95
|
1/9/1995
|
684,323
|
4/2/1998-1/9/2015
|
9453
|
Japan
|
7-011844
|
1/23/1995
|
3058401
|
4/21/2000-
1/27/2015
|
9346
|
Israel
|
108,311
|
1/10/1994
|
108,311
|
12/23/1999-1/10/2014
|
9455
|
Europe
|
95630001.6
|
1/5/1995
|
EP0662346
|
3/28/2001
- 1/5/2015
or
according to National Phase
|
6.1
- 2114
|
Austria
|
|
1/5/1995
|
E200039
|
2/15/2001-1/5/2015
|
6.2
- 2115
|
Belgium
|
|
1/5/1995
|
10662346
|
2/15/2001-1/5/2015
|
6.3
- 2116
|
Germany
|
|
1/5/1995
|
DE69520458T2
|
2/15/2001-1/5/2015
|
6.4
- 2117
|
Spain
|
|
1/5/1995
|
EP0662346
|
2/15/2001-1/5/2015
|
6.5
- 2118
|
France
|
|
1/5/1995
|
EP0662346
|
2/15/2001-1/5/2015
|
6.6
- 2119
|
United
Kingdom
|
|
1/5/1995
|
EP(UK)662346
|
2/15/2001-1/5/2015
|
6.7
- 2120
|
Italy
|
|
1/5/1995
|
0662346
|
2/15/2001-1/5/2015
|
6.8
- 2121
|
Netherlands
|
|
1/5/1995
|
EP0662346
|
2/15/2001-1/5/2015
|
File
No.
|
Country
|
Application
No.
|
Application
Date
|
Patent
No.
|
Dates
Valid (Patent or Application)
|
2338
|
Brazil
|
P10206913-0
|
7/31/2003
|
Pending
|
7/31/2003
- 2/4/2022
|
2339
|
Mexico
|
PA/a/2003/
006946
|
8/4/2003
|
Pending
|
8/4/2003
- 2/4/2022
|
2340
|
Russia
|
2003127023
|
9/4/2003
|
2290268
|
12/17/2006
- 2/4/2022
|
2341
|
South
Africa
|
2003/5602
|
7/21/2003
|
2003/5602
|
9/23/2003
- 2/4/2022
|
2342
|
Canada
|
2437219
|
8/1/2003
|
Pending
|
8/1/2003
- 2/4/2022
|
2343
|
China
|
02806986.2
|
9/19/2003
|
CN
1259146C
|
9/19/2003
- 2/4/2022
|
2712
|
Hong
Kong
|
4106248.3
|
8/20/2004
|
HK1063441
B
|
6/14/2006-2/4/2022
|
2344
|
India
|
01389/
chenp/03
|
9/2/2003
|
Pending
|
9/2/2003
- 2/4/2022
|
2313/354
|
Europe
|
02711185.5
|
9/5/2003
|
P210477
PCT/EP
|
9/5/2003-
2/4/2022
|
2337
|
Australia
|
2002230065
|
2/4/2002
|
2002230065
|
9/28/2006
- 2/4/2022
|
2373
|
USA
|
09/824,685
|
4/4/2001
|
6494391
|
12/17/2002
- 4/4/2021
|
Common
Stock
|
High
|
Low
|
|||||||
2007
|
(year
ended September 30, 2007)
|
||||||||
Fourth
Quarter
|
$ |
0.85
|
$ |
0.70
|
|||||
Third
Quarter
|
1.05
|
0.60
|
|||||||
Second
Quarter
|
1.08
|
0.45
|
|||||||
First
Quarter
|
0.65
|
0.51
|
|||||||
2006
|
(year
ended September 30, 2006)
|
||||||||
Fourth
Quarter
|
$ |
0.80
|
$ |
0.55
|
|||||
Third
Quarter
|
1.69
|
0.80
|
|||||||
Second
Quarter
|
2.35
|
1.30
|
|||||||
First
Quarter
|
2.45
|
1.05
|
Index
to Consolidated Financial Statement
|
Page
Number
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
to F-20
|
Name
|
Age
|
Position
|
|
||
Dwight
Morgan
|
46
|
Chairman,
President and Chief Executive Officer
|
|
||
George
Aaron
|
55
|
Executive
Vice President – International Business Development
|
|
||
Jonathan
Joels
|
51
|
Chief
Financial Officer, Treasurer, Secretary and Director
|
|
||
Kenneth
C. Leung (1)(2)
|
63
|
Director
|
|
||
Roger
W. Miller (1)
|
61
|
Director
|
Annual
Compensation
|
Long
Term Compensation
|
|||||||
Awards
|
Payouts
|
|||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual
Compensation
($)
|
Restricted
Stock
Award(s)
($)
|
Securities
Underlying
Options
SARs
(#)
|
LTIP
Payouts
($)
|
All
Other
compensation
($)
|
Dwight
Morgan
Chairman,
President & CEO
|
2007
2006
|
221,154
-0-
|
20,000
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
Jonathan
Joels
CFO
|
2007
2006
2005
|
220,000
220,000
176,000
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
George
Aaron
Exec.
VP –
Int'l
Business Development
|
2007
2006
2005
|
178,596
240,000
240,000
|
-0-
-0-
-0-
|
60,000
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
60,000
-0-
-0-
|
Individual
Grants
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
Name
|
Number
of
Securities
Underlying
Options/SARS
Granted
(#)
|
%
of Total
Options/SARS
Granted
to
Employee(s)
in
Fiscal Year
|
Exercise
On
Base
Price
($/Sh) *
|
Expiration
Date
|
Dwight
Morgan
|
350,000
|
31.8
|
$0.60
|
11/12/16
|
Jonathan
Joels
|
350,000
|
31.8
|
$0.60
|
01/25/17
|
George
Aaron
|
350,000
|
31.8
|
$0.60
|
01/25/17
|
Fiscal
Year End Option Value
|
Name
|
Number
of Securities
Underlying
Unexercised
Options
at Sept. 30, 2007
Exercisable/Unexercisable
|
Value
of Unexercised
In-the
Money Options
at
Sept. 30, 2007
Exercisable
($)
|
Dwight
Morgan
|
89,569/300,431
|
$-
0 -
|
Jonathan
Joels
|
134,565/335,435
|
$-
0 -
|
George
Aaron
|
134,565/335,435
|
$-
0 -
|
Name
of
Beneficial
Owner*
|
Position
with Company
|
Amount
and
Nature
of
Beneficial
Ownership
(1) of
Common
Stock
|
Percentage
of
Securities
***
|
Austin
W. Marxe and
David
M. Greenhouse
527
Madison Ave.
NY,
NY 10002
|
Holder
of over five percent
|
9,440,037
(2)
|
79.3%
|
Dolphin
Offshore Partners LP
120
East 17th
Street
New
York, NY 10003
|
Holder
of over five percent
|
3,375,000
(3)
|
46.7%
|
Bonanza
Master Fund Ltd.
300
Crescent Ct Ste. 250
Dallas,
TX 75201
|
Holder
of over five percent
|
2,799,977(4)
|
44.6%
|
Vision
Opportunity Master Fund Ltd.
20
West 55th
Street
New
York, NY 10019
|
Holder
of over five percent
|
423,000(5)
|
9.9%
|
Shrikant
Mehta
Combine
International
354
Indusco Court
Troy,
Michigan 48083
|
Holder
of over five percent
|
210,894
|
5.5%
|
Dwight
Morgan
|
Chairman
of the Board; Chief Executive Officer; President
|
105,832
(6)
|
2.7%
|
George
Aaron
|
Director,
Executive Vice President –Int’l Business Development
|
393,341
(7)
|
9.8%
|
Jonathan
Joels
|
Director;
Chief Financial
Officer; Vice President; Treasurer; Secretary
|
388,055
(8)
|
9.7%
|
Sol
Triebwasser, Ph.D.
|
Director
|
19,236(9)
|
**
|
Kenneth
C. Leung
|
Director
|
10,582(10)
|
**
|
Roger
W. Miller
|
Director
|
40,474(11)
|
1.1%
|
All
executive officers and Directors as a group
(6
persons)
|
957,520(12)
|
22.2%
|
*
|
Address
of all holders except those listed with a specific address
above is, One University Plaza, Suite 400, Hackensack, New Jersey
07601.
|
**
|
Less
than one percent (1%)
|
***
|
The
ownership as reflected above does not take into consideration the
Company’s Series F Preferred Stock Placement of December 6,
2007.
|
(1)
|
Includes
voting and investment power, except where otherwise noted. The
number of shares beneficially owned includes shares each beneficial
owner
and the group has the right to acquire within 60 days of September
30,
2007 pursuant to stock options, warrants and convertible
securities.
|
(2)
|
Consists
of (A)(i)1,034,482 shares direct, (ii)2,656,092 shares underlying
warrants
presently exercisable, (iii) 1,045,718 shares underlying Series D
Convertible Preferred Stock and (iv) 2,343,750 shares underlying
Series E
Convertible Preferred Stock held by Special Situations Private Equity
Fund, L.P., (B)(i) 317,037 shares direct, (ii) 814,274 shares underlying
warrants presently exercisable, (iii) 320,685 shares underlying Series
D
Convertible Preferred Stock and (iv) 718,750 shares underlying Series
E
Convertible Preferred Stock held by Special Situations Fund III,
QP, L.P.,
and (C)(i) 27,790 shares direct, (ii) 71,088 shares underlying warrants
presently exercisable, (iii) 27,871 shares underlying Series D Convertible
Preferred Stock and (iv) 62,500 shares underlying Series E Convertible
Preferred Stock held by Special Situations Fund III,
L.P. MGP Advisors Limited (“MGP”) is the general partner
of the Special Situations Fund III, QP, L.P. and the general partner
of
and investment adviser to the Special Situations Fund III,
L.P. AWM Investment Company, Inc. (“AWM”) is the general
partner of MGP and the investment adviser to the Special Situations
Fund
III, QP, L.P. and the Special Situations Private Equity Fund,
L.P. Austin W. Marxe and David M. Greenhouse are the principal
owners of MGP and AWM. Through their control of MGP and AWM,
Messrs. Marxe and Greenhouse share voting and investment control
over the
portfolio securities of each of the funds listed
above.
|
(3)
|
Consists
of (i) 2,250,000 shares underlying Series E Convertible Preferred
Stock
and (ii) 1,125,000 shares underlying warrants presently
exercisable.
|
(4)
|
Consists
of (i) 376,200 shares, (ii) 1,976,012 shares underlying Series D
Convertible Preferred Stock and (iii) 447,765 shares underlying warrants
presently exercisable.
|
(5)
|
Includes
423,000 shares underlying Series E Convertible Preferred Stock. Excludes
(i) 327,000 shares underlying Series E Convertible Preferred Stock
and
(ii) 375,000 shares underlying warrants. Pursuant to a Letter Agreement,
dated February 27, 2007, between us and Vision Opportunity Master
Fund,
Ltd. (“Vision”), Vision covenanted not to convert its Series E Convertible
Preferred Stock or exercise its warrants if such conversion or exercise
would cause its beneficial ownership to exceed 9.99%, which provision
Vision may waive, upon not less than 61 days prior notice to us,
as
reported in its Schedule 13G filed on March 12,
2007.
|
(6)
|
Includes
105,832 shares underlying options presently exercisable and excludes
284,168 shares underlying options which are currently not
exercisable.
|
(7)
|
Includes
(i) 353 shares in retirement accounts, (ii) 8,199 shares underlying
warrants presently exercisable, (iii) 5 shares jointly owned with
his wife
and (iv)153,330 shares underlying options presently exercisable,
and
excludes 316,670 shares underlying options which are currently not
exercisable.
|
(8)
|
Includes
(i) 48,000 shares as trustee for his children, (ii) 8,116 shares
underlying warrants presently exercisable, (iii) 153,330 shares underlying
options presently exercisable, (iv) 17,241 shares in a retirement
account,
and excludes 316,670 shares underlying options which are currently
not
exercisable.
|
(9)
|
Includes
19,166 shares underlying options presently exercisable and excludes
25,834
shares underlying options which are currently not
exercisable.
|
(10)
|
Includes
4,582 shares underlying options presently exercisable and excludes
15,418
shares underlying options which are currently not
exercisable.
|
(11)
|
Includes
3,750 shares underlying options presently exercisable and excludes
16,250
shares underlying options which are currently not
exercisable.
|
(12)
|
Includes
(i) 16,315 shares underlying warrants and (ii) 439,990 shares underlying
options presently exercisable, and excludes 975,010 shares underlying
options which are currently not
exercisable.
|
2.1
|
Agreement
and Plan of Merger, dated January 20, 1997, by and among Registrant,
Medical Diagnostics, Inc. (“Strax”), Strax Acquisition Corporation and US
Diagnostic Inc. (incorporated by reference to Exhibit 1 to Registrant’s
Form 8-K filed January 23, 1997).
|
2.2
|
Agreement
and Plan of Merger dated as of June 28, 1999 among Registrant, Caprius
Merger Sub, Opus Diagnostics Inc. (“Opus”), George Aaron and Jonathan
Joels (incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K,
filed July 1, 1999 (the “July 1999 Form
8-K”)).
|
3.1
|
Certificate
of Incorporation of Registrant. (incorporated by reference to Exhibit
3
filed with Registrant’s Registration Statement on Form S-2, and amendments
thereto, declared effective August 18, 1993 (File No. 033-40201)
(“Registrant’s Form S-2”)).
|
3.2
|
Amendment
to Certificate of Incorporation of Registrant filed November 5, 1993
(incorporated by reference to Exhibit 3.2 to Registrant’s Form S-4, filed
October 9, 1997(File No.
333-37481)).
|
3.3
|
Amendment
to Certificate of Incorporation of Registrant, filed August 31, 1995,
(incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K for an
event of August 31, 1995 (the “August 1995 Form
8-K”)).
|
3.4
|
Amendment
to Certificate of Incorporation of Registrant, filed September 21,
1995
(incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on
Form 10-K for the nine months ended September 30, 1995 (the “ANMR 1995
Form 10-K”)).
|
3.5
|
Certificate
of Merger, filed on June 28, 1999 with the Secretary of State of
the State
of Delaware (incorporated by reference to Exhibit 3.1 of Form 8-K
dated
June 28, 1999).
|
3.6
|
Certificate
of Amendment to Certificate of Incorporation, filed April 1, 2005
(incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K, filed
April 5, 2005 (the “April 2005 Form
8-K”).
|
3.7
|
Certificate
of Designation of Series B Convertible Redeemable Preferred Stock
of
Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Form
8-K, filed September 2, 1997).
|
3.8
|
Certificate
of Designations Preferences and Rights of Series D Convertible Preferred
Stock (incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K,
filed for an event of February 17, 2006 (the “February 2006 Form
8-K”)).
|
3.9
|
Certificate
of Designations, Preferences and Rights of Series E Convertible Preferred
Stock, filed on February 27, 2007 with the Secretary of State of
Delaware
(incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed
March 1, 2007 (the “March 2007 Form
8-K”)).
|
3.10
|
Certificate
of Designations, Preferences and Rights of Series F Convertible Preferred
Stock, filed on December 6, 2007 with the Secretary of State of Delaware
(incorporated by reference to Exhibit 3.1 to Registrant’s Form
8-K, filed December 10, 2007 (the “December 2007
Form 8-K) 20
|
3.11
|
Amended
and Restated By-laws of Registrant (incorporated by reference to
Exhibit
3.4 to Registrant’s Form S-4).
|
4.1
|
Form
of Common Stock Purchase Warrants for up to 300,000 shares of Common
Stock, expiring February 28, 2006 (incorporated by Reference to Exhibit
10.3 to the Registrant’s Form 10-QSB for the fiscal quarter ended March
31, 2001).
|
4.2
|
Form
of 2006 Series A Warrant (granted February 17, 2006) incorporated
by
reference to Exhibit 4.1 to Registrant’s February 2006 Form
8-K).
|
4.3
|
Form
of 2006 Series B Warrant (granted February 17, 2006) incorporated
by
reference to Exhibit 4.2 to Registrant’s February 2006 Form
8-K).
|
4.4
|
Placement
Agent Warrant, dated February 17, 2006 (incorporated by reference
to
Exhibit 4.3 to Registrant’s February 2006 Form
8-K).
|
4.5
|
Placement
Agent Warrants, dated February 17, 2006 (incorporated by reference
to
Exhibit 4.1 to Registrant’s March 2006 Form
8-K/A-1).
|
4.6
|
Form
of Warrant issued to the Investors in the 2007 placement (incorporated
by
reference to Exhibit 4.1 to Registrant’s March 2007 Form
8-K).
|
4.7
|
Placement
Warrant Agreement, dated as of March 1, 2007, for 70,000 shares of
Common
Stock (incorporated by reference to Exhibit 4.2 to Registrants March
2007
Form 8-K).
|
4.8
|
Warrant
Agreement, dated as of March 1, 2007, for 112,500 shares of Common
Stock
(incorporated by reference to Exhibit 4.3 to Registrant’s March 2007 Form
8-K).
|
4.9
|
Form
of Warrant issued to the Investors in the December 2007 placement
(incorporated by reference to Exhibit 4.1 of the Registrant’s December
2007 Form 8-K).
|
4.10
|
Placement
Agent Warrant Agreement dated December 6, 2007 (incorporated by reference
to Exhibit 4.2 of the Registrant’s December 2007 Form
8-K).
|
10.1.1
|
Registration
Rights Agreement, dated August 18, 1997, between Registrant and General
Electric Company (“GE”) (incorporated by reference to Exhibit 10.2 to
Registrant’s Form 8-K, filed September 2, 1997 (the “September 1997 Form
8-K”)).
|
10.1.2
|
Stockholders
Agreement, dated August 18, 1997, between Registrant and GE (incorporated
by reference to Exhibit 10.3 to Registrant’s September 1997 Form
8-K).
|
10.1.3
|
Settlement
and Release Agreement, dated August 18, 1997, between the Registrant
and
GE (incorporated by reference to Exhibit 10.4 to Registrant’s September
1997 Form 8-K).
|
10.1.4
|
License
Agreement, dated August 18, 1997, between Registrant and GE (incorporated
by reference to Exhibit 10.4 to Registrant’s September 1997 Form
8-K).
|
10.2.1
|
Purchase
and Sale Agreement, dated as of October 9, 2002, Among Registrant,
Opus
and Seradyn, Inc. (“Seradyn”) (incorporated by reference to Exhibit 10.1
to Registrant’s Form 8-K for an event of October 9, 2002 (the “October
2002 Form 8-K”)).
|
10.2.2
|
Royalty
Agreement, dated as of October 9, 2002, between Opus and Seradyn
(incorporated by reference to Exhibit 10.2 to Registrant’s October 2002
Form 8-K).
|
10.2.3
|
Amendment
to Royalty Agreement dated June 19, 2007, among Registrant, Opus
and
Seradyn (incorporated by reference to Exhibit 10.1 to Registrant’s Form
8-K for an event of June 19, 2007).
|
10.3.1
|
Stock
Purchase Agreement, dated December 17, 2002, among Registrant, M.C.M.
Technologies, Ltd. and M.C.M. Environmental Technologies,
Inc.(incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K
for an event of December 17, 2002 (the “December 2002 Form
8-K”).
|
10.3.2
|
Stockholders
Agreement, dated December 17, 2002, among M.C.M. Technologies, Inc.
and
the holders of its outstanding capital stock (incorporated by reference
to
Exhibit 10.2 to Registrant’s December 2002 Form
8-K).
|
10.4
|
License
and Manufacturing Agreement between M.C.M. Environmental Technologies
Inc.
and CID Lines, dated November 26, 2002 (incorporated by reference
to
Exhibit 10.14 to Amendment No. 1 to Registrant’s September 2004 Form SB-2,
filed November 5, 2004 (File No. 333-118869) (“November 2004 Form
SB-2/A-1”)).
|
10.5
|
Distribution
Agreement between M.C.M. Environmental Technologies, LTD and Euromedic
Group, dated November 1, 2002 (incorporated by reference to Exhibit
10.15
to Registrant’s November 2004 Form
SB-2/A-1).
|
10.6
|
Distribution
Agreement between M.C.M. Environmental Technologies, LTD and Lysmed,
L.L.C., dated January 12, 2001 (incorporated by reference to Exhibit
10.16
to Registrant’s November 2004 Form
SB-2/A1).
|
10.7
|
Form
of Agreement of Lease between Venture Hackensack Holding, Inc. and
Caprius, Inc. dated January 1, 2006 (incorporated by reference to
Exhibit
10.1 to Registrant’s December 31, 2005 Form
10-QSB.)
|
10.8.1
|
Purchase
Agreement for sale of Series D Convertible Preferred Stock (incorporated
by reference to Exhibit 10.1 to Registrant’s February 2006 Form
8-K).
|
10.8.2
|
Registration
Rights Agreement dated February 16, 2006, by and among Registrant
and the
purchasers (incorporated by reference to Exhibit 10.2 to Registrant’s
February 2006 Form 8-K).
|
10.9
|
Form
of Letter Agreement, dated October 30, 2006, between the Caprius,
Inc. and
Dwight Morgan (incorporated by reference to Registrant’s November 2006
Form 8-K).
|
10.10.1
|
Purchase
Agreement for sale of Series E Preferred Stock dated as of February
27,
2007 (incorporated by reference to Exhibit 10.1 to Registrant’s March 2007
Form 8-K)
|
10.10.2
|
Registration
Rights Agreement dated March 1, 2007, by and among Registrant and
the
purchasers (incorporated by reference to Exhibit 10.2 to Registrant’s
March 2007 Form 8-K)
|
10.10.3
|
Letter
Agreement, dated February 27, 2007, between the Company and Vision
Opportunity Master Fund Ltd. (incorporated by reference to Exhibit
10.3
top Registrant’s March 2007 Form
8-K).
|
10.11.1
|
Purchase
Agreement (without schedules) dated December 6, 2007, by and among
the
Company and the Investors thereto (incorporated by reference to Exhibit
10.1 to Registrant’s December 2007 Form
8-K).
|
10.11.2
|
Registration
Rights Agreement, dated December 6, 2007, by and among the Registrant
and
the Investors thereto (incorporated by reference to Exhibit 10.2
to
Registrant’s December 2007 Form
8-K).
|
(b)
|
Reports
on Form 8-K:
|
September
30,
|
||||||||
2007
|
2006
|
|||||||
AUDIT
FEES
|
$ |
137,208
|
$ |
117,750
|
||||
TAX
FEES
|
-0-
|
-0-
|
||||||
AUDIT
RELATED FEES
|
-0-
|
-0-
|
||||||
TOTAL
FEES
|
$ |
137,208
|
$ |
117,750
|
CAPRIUS,
INC.
|
||
By:
|
/s/
Jonathan Joels
|
|
Jonathan
Joels, CFO and Treasurer
|
Signature
|
Title
|
Date
|
/s/
Dwight Morgan
Dwight
Morgan
|
Chairman,
President & CEO
|
December
18, 2007
|
/s/
Jonathan Joels
Jonathan
Joels
|
Director,
CFO and Treasurer
|
December
18, 2007
|
/s/
George Aaron
George
Aaron
|
Director
& Executive Vice President, Int’l Business Development
|
December
18, 2007
|
/s/
Kenneth C. Leung
Kenneth
C. Leung
|
Director
|
December
18, 2007
|
/s/
Roger W. Miller
Roger
W. Miller
|
Director
|
December
18, 2007
|
CAPRIUS,
INC. AND SUBSIDIARIES
|
||||
September
30, 2007
|
ASSETS
|
|||||
Current
Assets:
|
|||||
Cash
|
$ |
634,657
|
|||
Accounts
receivable, net of allowance for doubtful accounts of $
5,163
|
833,033
|
||||
Inventories
|
911,244
|
||||
Other
current assets
|
76,678
|
||||
Total
current assets
|
2,455,612
|
||||
Property
and Equipment:
|
|||||
Office
furniture and equipment
|
275,115
|
||||
Leasehold
improvements
|
31,101
|
||||
306,216
|
|||||
Less: accumulated
depreciation and amortization
|
200,712
|
||||
Property
and equipment, net
|
105,504
|
||||
Other
Assets:
|
|||||
Goodwill
|
285,010
|
||||
Intangible
assets, net
|
22,083
|
||||
Other
|
16,486
|
||||
Total other assets
|
323,579
|
||||
Total
Assets
|
$ |
2,884,695
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||
Current
Liabilities:
|
|||||
Accounts
payable
|
$ |
741,681
|
|||
Customer
deposits
|
271,375
|
||||
Accrued
expenses
|
84,537
|
||||
Accrued
compensation
|
204,903
|
||||
Total current liabilities
|
1,302,496
|
||||
Commitments
and Contingencies
|
-
|
||||
Stockholders’
Equity:
|
|||||
Preferred
stock, $.01 par value
|
|||||
Authorized - 1,000,000 shares
|
|||||
Issued and outstanding - Series A, none; Series B, none, Series
C,
none
|
|||||
Series D, stated value $12.40, convertible, 194,933 shares
|
2,417,200
|
||||
Series E, stated value $250, convertible, 10,000 shares
|
2,500,000
|
||||
Common
stock, $.01 par value
|
|||||
Authorized - 50,000,000 shares, issued 3,850,787 shares and
outstanding 3,849,662 shares
|
38,508
|
||||
Additional
paid-in capital
|
77,451,648
|
||||
Accumulated
deficit
|
(80,822,907 | ) | |||
Treasury
stock (1,125 common shares, at cost)
|
(2,250 | ) | |||
Total
stockholders’ equity
|
1,582,199
|
||||
Total
Liabilities and Stockholders' Equity
|
$ |
2,884,695
|
The
accompanying notes are an integral part of these consolidated
financial
statements.
|
CAPRIUS,
INC. AND SUBSIDIARIES
|
|||||
For
the year ended
|
|||||||||
September
30, 2007
|
September
30, 2006
|
||||||||
Revenues:
|
|||||||||
Product
sales
|
$ |
2,540,439
|
$ |
1,069,902
|
|||||
Consulting
and royalty fees
|
123,965
|
165,567
|
|||||||
Total
revenues
|
2,664,404
|
1,235,469
|
|||||||
Operating
Expenses:
|
|||||||||
Cost
of product sales
|
1,859,911
|
802,532
|
|||||||
Research
and development
|
263,992
|
342,587
|
|||||||
Selling,
general and administrative, includes stock-based
|
|||||||||
compensation
of $ 278,381 and $52,642 for the years ended
|
|||||||||
September
30, 2007 and September 30, 2006, respectively
|
4,272,118
|
3,064,084
|
|||||||
Goodwill
impairment
|
-
|
452,000
|
|||||||
Total
operating expenses
|
6,396,021
|
4,661,203
|
|||||||
Operating
loss
|
(3,731,617 | ) | (3,425,734 | ) | |||||
Proceeds
from settlement of royalty agreement
|
500,000
|
-
|
|||||||
Interest
(expense) income, net
|
(18,056 | ) |
29,693
|
||||||
Net
loss
|
(3,249,673 | ) | (3,396,041 | ) | |||||
Deemed
Dividend - Series D Convertible Preferred Stock
|
-
|
(1,317,061 | ) | ||||||
Deemed
Dividend - Series E Convertible Preferred Stock
|
(2,346,938 | ) |
-
|
||||||
Net
loss attributable to common stockholders
|
$ | (5,596,611 | ) | $ | (4,713,102 | ) | |||
Net
loss per basic and diluted common share
|
$ | (1.51 | ) | $ | (1.42 | ) | |||
Weighted
average number of common shares outstanding, basic and
diluted
|
3,716,252
|
3,321,673
|
The
accompanying notes are an integral part of these consolidated
financial statements.
|
CAPRIUS,
INC. AND SUBSIDIARIES
|
|||||||||||||
Series
B Convertible
|
Series
D Convertible
|
Series E Convertible
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred
Stock
|
Preferred
Stock
|
Preferred
Stock
|
Common
Stock
|
Treasury
Stock
|
||||||||||||||||||||||||||||||||||||||||||||||||
Additional
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
Number
|
Number
|
Number
|
Number
|
Paid-in
|
Accumulated
|
Number
|
Stockholders'
|
|||||||||||||||||||||||||||||||||||||||||||||
of
Shares
|
Amount
|
of
Shares
|
Amount
|
of
Shares
|
Amount
|
of
Shares
|
Amount
|
Capital
|
Deficit
|
of
Shares
|
Amount
|
Equity
|
||||||||||||||||||||||||||||||||||||||||
Balance,
September
30, 2005
|
27,000
|
$ |
2,700,000
|
-
|
$ |
-
|
-
|
$ |
-
|
3,322,798
|
$ |
33,228
|
$ |
74,241,755
|
$ | (74,177,193 | ) |
1,125
|
$ | (2,250 | ) | $ |
2,795,540
|
|||||||||||||||||||||||||||||
Issuance
of
Series
D
Convertible
Preferred
Stock, net
|
241,933
|
3,000,000.00
|
(292,650 | ) |
2,707,350
|
|||||||||||||||||||||||||||||||||||||||||||||||
Grant
of stock options to consultants for Services
|
52,642
|
52,642
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Net
loss
|
(3,396,041 | ) | (3,396,041 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance,
September
30, 2006
|
27,000
|
$ |
2,700,000
|
241,933
|
$ |
3,000,000
|
-
|
$ |
-
|
3,322,798
|
$ |
33,228
|
$ |
74,001,747
|
$ | (77,573,234 | ) |
1,125
|
$ | (2,250 | ) | $ |
2,159,491
|
|||||||||||||||||||||||||||||
Conversion
of Series D
Preferred
Stock to
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Common
Shares
|
(47,000 | ) | $ | (582,800 | ) |
470,000
|
4,700
|
578,100
|
-
|
|||||||||||||||||||||||||||||||||||||||||||
Issuance
of
Series
E
Preferred
Stock, net
|
10,000
|
2,500,000
|
(106,000 | ) |
2,394,000
|
|||||||||||||||||||||||||||||||||||||||||||||||
Conversion
of Series B
Preferred
Stock to
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Common
Shares
|
(27,000 | ) | $ | (2,700,000 | ) |
57,989
|
580
|
2,699,420
|
0
|
|||||||||||||||||||||||||||||||||||||||||||
Adoption
of
SFAS
123 (R)
|
44,262
|
44,262
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based
Compensation pursuant to SFAS 123(R)
|
234,119
|
234,119
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Net
loss
|
(3,249,673 | ) | (3,249,673 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance,
September
30, 2007
|
-
|
$ |
-
|
194,933
|
$ |
2,417,200
|
10,000
|
$ |
2,500,000
|
3,850,787
|
$ |
38,508
|
$ |
77,451,648
|
$ | (80,822,907 | ) |
1,125
|
$ | (2,250 | ) | $ |
1,582,199
|
The
accompanying notes are an integral part of these consolidated
financial
statements.
|
CAPRIUS,
INC. AND SUBSIDIARIES
|
|||||||
Year
Ended September 30,
|
||||||||
2007
|
2006
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
loss
|
$ | (3,249,673 | ) | $ | (3,396,041 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
119,431
|
177,671
|
||||||
Goodwill
impairment
|
-
|
452,000
|
||||||
Stock-based
compensation
|
278,381
|
52,642
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable, net
|
(583,272 | ) | (122,509 | ) | ||||
Inventories
|
40,872
|
(283,500 | ) | |||||
Other
assets
|
(76,678 | ) |
29,758
|
|||||
Customer
deposits
|
271,375
|
-
|
||||||
Accounts
payable
|
358,223
|
174,306
|
||||||
Accrued
expenses
|
55,369
|
65,626
|
||||||
Net
cash used in operating activities
|
(2,785,972 | ) | (2,850,047 | ) | ||||
Cash
Flows from Investing Activities:
|
||||||||
Acquisition
of property and equipment
|
(46,609 | ) | (42,147 | ) | ||||
Decrease/(Increase)
in security deposit
|
4,284
|
(3,360 | ) | |||||
Net
cash used in investing activities
|
(42,325 | ) | (45,507 | ) | ||||
Cash
Flows from Financing Activities:
|
||||||||
Proceeds
from short term loan
|
100,000
|
-
|
||||||
Repayment
of short term loan
|
(100,000 | ) |
-
|
|||||
Net
proceeds from issuance of Series E Preferred Stock
|
2,394,000
|
-
|
||||||
Net
proceeds from issuance of Series D Preferred Stock
|
-
|
2,707,350
|
||||||
Net
cash provided by financing activities
|
2,394,000
|
2,707,350
|
||||||
Net
decrease in cash
|
(434,297 |