––––––––––––––––
|
||
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
3845
(Primary
Standard Industrial
Classification
Code Number)
|
22-2457487
(I.R.S.
Employer
Identification
Number)
|
––––––––––––––––
|
||
One
University Plaza, Suite 400
Hackensack,
New Jersey 07601
(201)
342-0900
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
|
||
––––––––––––––––
|
||
Jonathan
Joels
Treasurer
and Chief Financial Officer
One
University Plaza, Suite 400
Hackensack,
New Jersey 07601
(201)
342-0900
(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
|
||
––––––––––––––––
Copies
to:
Bruce
A. Rich, Esq.
Thelen
Reid Brown Raysman & Steiner LLP
875
Third Avenue
New
York, New York 10022
(212)
603-2000
|
||
––––––––––––––––
|
||
Approximate Date of
Commencement of Proposed Sale to the Public: from time
to time after the effective date of this Registration Statement as
determined by market conditions and other
factors.
|
Large
accelerated filer
|
o |
Accelerated
filer
|
o |
Non-accelerated
filer
|
o |
Smaller
reporting company
|
x |
(Do
not check if a smaller reporting company)
|
2
|
|
6
|
|
11
|
|
12
|
|
12
|
|
12
|
|
13
|
|
18
|
|
28
|
|
32
|
|
34
|
|
35
|
|
37
|
|
39
|
|
42
|
|
42
|
|
42
|
|
F-1
|
Securities
Covered
Hereby
|
11,366,760
shares, which includes (i) 7,833,400 shares underlying Series F
Convertible Preferred Stock and (ii) 3,533,360 shares subject to warrants,
including warrants for 400,000 shares of common stock granted to the
placement agent.
|
Common
Stock Outstanding Prior to the Offering
|
4,776,902
shares
|
Common
Stock to be Outstanding after the Offering
|
16,143,662 shares,
assuming the selling stockholders convert the portion of their
Series F Convertible Preferred Stock included herein and exercise all
their warrants, and no conversion of other series of outstanding preferred
stock nor exercise of the other outstanding warrants and
options.
|
Use
of
Proceeds
|
We
will receive no proceeds from the sale or other disposition of the shares
of common stock covered hereby by the selling
stockholders. However, we will receive $2,846,688 if all of the
warrants for underlying shares included in this prospectus are exercised
for cash. We will use these proceeds for general corporate
purposes.
|
OTC
Electronic Bulletin Board Symbol
|
“CAPS”
|
Years ended September
30,
|
Three
months ended
|
|||||||||||||||
December
31,
|
||||||||||||||||
Summary of
Operations
|
(Unaudited)
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Total
revenues
|
$ | 2,664,404 | $ | 1,235,469 | $ | 693,656 | $ | 508,424 | ||||||||
Net
loss
|
(3,249,673 | ) | (3,396,041 | ) | (1,032,252 | ) | (787,275 | ) | ||||||||
Net
loss per common share (basic and diluted)
|
$ | (0.87 | ) | $ | (1.02 | ) | $ | (0.27 | ) | $ | (0.23 | ) | ||||
Weighted
average common shares outstanding, basic and diluted
|
3,716,252 | 3,321,673 | 3,849,662 | 3,464,716 |
Statement of Financial
Position
|
As
of
September
30,
|
As
of
December
31,
|
||||||||||||||
(Unaudited)
|
||||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Cash
and cash equivalents
|
$ | 634,657 | $ | 1,068,954 | $ | 3,840,690 | $ | 428,338 | ||||||||
Total
assets
|
2,884,695 | 2,777,020 | 6,464,721 | 2,287,854 | ||||||||||||
Working
capital
|
1,153,116 | 1,653,302 | 4,616,343 | 927,764 | ||||||||||||
Long-term
debt
|
- | - | - | - | ||||||||||||
Stockholders’
equity
|
1,582,199 | 2,159,491 | 4,945,578 | 1,416,478 |
Fiscal
Period
|
Fiscal
Year Ending
9/30/08
|
Fiscal
Year Ended
9/30/07
|
Fiscal
Year Ended
9/30/06
|
|||
High
|
Low
|
High
|
Low
|
High
|
Low
|
|
First
Quarter
|
$1.01
|
$0.50
|
$0.65
|
$0.51
|
$2.45
|
$1.05
|
Second
Quarter
|
$0.85
|
$0.36
|
1.08
|
0.45
|
2.35
|
1.30
|
Third
Quarter*
|
$0.41
|
$0.30
|
1.05
|
0.60
|
1.69
|
0.80
|
Fourth
Quarter
|
0.85
|
0.70
|
0.80
|
0.55
|
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
|
Name
|
Age
|
Position
|
|
||
Dwight
Morgan
|
47
|
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
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan Compensation
($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
other compensation
($)
|
Total
($)
|
Dwight
Morgan
Chairman,
President
& CEO
|
2007
|
221,154
|
20,000
|
-0-
|
129,035
|
-0-
|
-0-
|
-0-
|
370,189
|
Jonathan
Joels
CFO
|
2007
2006
2005
|
220,000
220,000
176,000
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
137,800
136,000
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
357,800
356,000
176,000
|
George
Aaron
Exec.
VP –
Int’l
Business Development
|
2007
2006
2005
|
178,596
240,000
240,000
|
60,000
-0-
-0-
|
-0-
-0-
-0-
|
137,800
136,000
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
376,396
376,000
240,000
|
Individual
Grants
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
Name
|
Number
of
Securities
Underlying
Options/SARS
Granted
(#)
|
%
of Total
Options/SARS
Granted
to
Employee(s)
in
Fiscal Year
|
Exercise
On
Base
Price
($/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
|
12,710,176
(2)
|
78.9%
|
Great
Point Partners
165
Mason Street, 3rd Floor
Greenwich,
CT 0683
|
Holder
of over five percent
|
6,594,000
(3)
|
58.0%
|
Dolphin
Offshore Partners LP
120
East 17th
Street
New
York, NY 10003
|
Holder
of over five percent
|
4,775,000
(4)
|
50.0%
|
Bonanza
Master Fund Ltd.
300
Crescent Ct Ste. 250
Dallas,
TX 75201
|
Holder
of over five percent
|
2,590,334
(5)
|
36.9%
|
Vision
Opportunity Master Fund Ltd.
20
West 55th
Street
New
York, NY 10019
|
Holder
of over five percent
|
488,500
(6)
|
9.9%
|
Dwight
Morgan
|
Chairman
of the Board; Chief Executive Officer; President
|
154,586
(7)
|
3.1%
|
George
Aaron
|
Director,
Executive Vice President –Int’l Business Development
|
449,601
(8)
|
9.0%
|
Jonathan
Joels
|
Director;
Chief Financial
Officer; Vice President; Treasurer; Secretary
|
444,315
(9)
|
8.9%
|
Kenneth
C. Leung
|
Director
|
13,084(10)
|
**
|
Roger
W. Miller
|
Director
|
42,974(11)
|
**
|
All
executive officers and Directors as a group (5 persons)
|
1,104,560(12)
|
20.5%
|
*
|
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%)
|
(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 March 31, 2008,
pursuant to stock options, warrants and convertible securities, but
without calculating the number of shares of common stock other beneficial
owners then have the right to
acquire.
|
(2)
|
Consists
of (A)(i)1,034,482 shares direct, (ii)3,604,735 shares underlying warrants
presently exercisable, (iii) 1,174,611 shares underlying Series D
Convertible Preferred Stock, (iv) 2,343,750 shares underlying Series E
Convertible Preferred Stock and (v) 1,375,000 shares underlying Series F
Convertible Preferred Stock held by Special Situations Private Equity
Fund, L.P., (B)(i) 317,037 shares direct, (ii) 1,105,086 shares underlying
warrants presently exercisable, (iii) 360,212 shares underlying Series D
Convertible Preferred Stock,(iv) 718,750 shares underlying Series E
Convertible Preferred Stock and (v) 421,600 shares underlying Series F
Convertible Preferred Stock held by Special Situations Fund III, QP, L.P.,
and (C)(i) 27,790 shares direct, (ii) 96,517 shares underlying warrants
presently exercisable, (iii) 31,306 shares underlying Series D Convertible
Preferred Stock, (iv) 62,500 shares underlying Series E Convertible
Preferred Stock and (v) 36,800 shares underlying Series F 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) 4,710,000 shares underlying Series F Convertible Preferred stock
and (ii) 1,884,000 shares underlying warrants presently exercisable
terminating on December 5, 2012.
|
(4)
|
Consists
of (i) 2,250,000 shares underlying Series E Convertible Preferred Stock,
(ii) 1,000,000 shares underlying Series F Convertible Preferred Stock
and (iii) 1,525,000 shares underlying warrants presently exercisable
terminating on February 29, 2012 and December 5, 2012. Peter Salas has
investment power and voting power of these
securities,
|
(5)
|
Consists
of (i) 350,240 shares direct, (ii) 1,792,330 shares underlying Series D
Convertible Preferred Stock and (ii) 447,764 shares underlying warrants
presently exercisable terminating on February 16,
2011. Bernay Box has investment power and
voting power of these
securities.
|
(6)
|
Includes
(i) 375,000 shares direct, (ii)113,500 shares underlying Series E
Convertible Preferred Stock. Excludes (i) 261,500 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. Adam Berkowitz has investment power and voting power of
these securities.
|
(7)
|
Includes
154,586 shares underlying options presently exercisable and excludes
235,414 shares underlying options which are currently not
exercisable.
|
(8)
|
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) 209,590 shares underlying options presently exercisable, and
excludes 260,410 shares underlying options which are currently not
exercisable.
|
(9)
|
Includes
(i) 48,000 shares as trustee for his children, (ii) 8,116 shares
underlying warrants presently exercisable, (iii) 209,590 shares underlying
options presently exercisable, (iv) 17,241 shares in a retirement account,
and excludes 260,410 shares underlying options which are currently not
exercisable.
|
(10)
|
Includes
7,084 shares underlying options presently exercisable and excludes 12,916
shares underlying options which are currently not
exercisable.
|
(11)
|
Includes
6,250 shares underlying options presently exercisable and excludes 13,750
shares underlying options which are currently not
exercisable.
|
(12)
|
Includes
(i) 16,315 shares underlying warrants and (ii) 587,100 shares underlying
options presently exercisable, and excludes 782,900 shares underlying
options which are currently not
exercisable.
|
Name(1)
|
Shares
Beneficially
Owned
Prior
To
Offering(1)
|
Percent
Beneficially
Owned
Before
Offering
|
Shares
to
be Offered
|
Amount
Beneficially
Owned
After
Offering(2)
|
Percent
Beneficially
Owned
After
Offering
|
Biomedical
Offshore Value Fund Ltd (3)
|
3,033,240
|
38.8%
|
3,033,240
|
-
|
*
|
Biomedical
Value Fund LP (4)
|
3,560,760
|
42.7%
|
3,560,760
|
-
|
*
|
Eugene
& Natalie Ciner (5)
|
28,000
|
*
|
28,000
|
-
|
*
|
Dolphin
Offshore Partners LP (6)
|
4,775,000
|
50.0%
|
1,400,000
|
3,375,000
|
35.3%
|
Harvey
Kohn (7)
|
129,844
|
2.6%
|
100,000
|
29,844
|
*
|
Martha
Lipton (8)
|
28,000
|
*
|
28,000
|
-
|
*
|
Lewis
Mason (9)
|
108,400
|
2.2%
|
100,000
|
8,400
|
*
|
Wolf
Prensky (10)
|
130,910
|
2.7%
|
116,620
|
14,290
|
*
|
Zachary
Prensky (11)
|
293,400
|
5.8%
|
233,380
|
60,020
|
1.2%
|
Special
Situations Fund III LP (12)(13)
|
254,913
|
5.1%
|
51,520
|
203,393
|
4.1%
|
Special
Situations Fund III QP, L.P. (12)(14)
|
2,922,685
|
39.8%
|
590,240
|
2,332,445
|
31.8%
|
Special
Situations Private Equity Fund, L.P. (12)(15)
|
9,532,578
|
72.5%
|
1,925,000
|
7,607,578
|
57.9%
|
Cary
Sucoff (16)
|
119,917
|
2.5%
|
100,000
|
19,917
|
*
|
Scott
Sucoff (17)
|
108,400
|
2.2%
|
100,000
|
8,400
|
*
|
*
|
Less
than one percent (1%).
|
|
1.
|
Unless
otherwise indicated in the footnotes to this table, the persons and
entities named in the table have sole voting and sole investment power
with respect to all shares beneficially owned, subject to community
property laws where applicable. Beneficial ownership includes
shares of common stock underlying the Series D Preferred, Series E
Preferred, Series F Preferred, options and warrants exercisable within 60
days from March 31, 2008, but without including the number of shares of
common stock other beneficial owners then have the right to
acquire. Ownership is calculated based upon 4,776,902 shares of
common stock outstanding as of March 31,
2008.
|
|
2.
|
Assumes
the sale of all shares covered hereby. Most of the shares to be
beneficially owned after the offering herein underlie securities purchased
in our Series C, Series D and Series E placements and have been registered
for sale by the holders in separate Registration Statements previously
filed by us. None of those previously registered underlying securities
have been sold as of the date
hereof.
|
|
3.
|
Consists
of (i) 2,166,600 shares underlying Series F Preferred Stock and (ii)
866,640 shares issuable upon exercise of warrants at an exercise price of
$0.80 per share. Jeffrey Jay M.D has investment power and
voting power of these securities.
|
|
4.
|
Consists
of (i) 2,543,400 shares underlying Series F Preferred Stock and (ii)
1,017,360 shares issuable upon exercise of warrants at an exercise price
of $0.80 per share. Jeffrey Jay M.D. has investment power and
voting power of these securities.
|
|
5.
|
Consists
of (i) 20,000 shares underlying Series F Preferred Stock and (ii) 8,000
shares issuable upon exercise of warrants at an exercise price of $0.80
per share.
|
|
6.
|
Includes
(i) 1,000,000 shares underlying Series F Preferred Stock and (ii) 400,000
shares issuable upon exercise of warrants at an exercise price of $0.80
per share in the Series F Placement, included in this prospectus, plus
(iii) 1,125,000 shares underlying warrants and (iv) 2,250,000 shares
underlying Series E Convertible Preferred Stock. Peter Salas has
investment power and voting power of these
securities.
|
|
7.
|
Includes
(i) 100,000 shares issuable upon exercise of warrants (initially
granted to Equity as placement agent warrants) at an exercise price of
$0.85 per share included herein, (ii) 13,000 shares underlying 2006
Agent’s Warrants and (iii) 16,844 shares held in a retirement
account. This does not include 42,500 shares underlying
warrants beneficially owned by Mr. Kohn’s wife in which shares he
disclaims beneficial ownership.
|
|
8.
|
Consists
of (i) 20,000 shares underlying Series F Preferred Stock and (ii) 8,000
shares issuable upon exercise of warrants at an exercise price of $0.80
per share.
|
|
9.
|
Includes
(i) 100,000 shares issuable upon exercise of warrants (initially granted
to Equity as placement agent warrants) at an exercise price of $0.85 per
share included herein, and (ii) 8,400 shares underlying 2006 Agent’s
Warrants. Does not include 24,000 shares underlying other warrants
beneficially owned by Mr. Mason’s wife in which shares he
disclaims beneficial ownership.
|
|
10.
|
Includes
(i) 83,300 shares underlying Series F Preferred Stock and (ii) 33,320
shares issuable upon exercise of warrants at an exercise price of $0.80
per share in the Series F Placement, included in this prospectus, plus
(iii) 14,290 shares underlying warrants. Does not include
198,917 shares (including 73,917 shares underlying warrants) as to which
Mr. Prensky has investment power and voting
power.
|
|
11.
|
Includes
(i) 166,700 shares underlying Series F Preferred Stock and (ii) 66,680
shares issuable upon exercise of warrants at an exercise price of $0.80
per share in the Series F Placement, included in this prospectus, plus
(iii) 60,020 shares underlying
warrants
|
|
12.
|
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
dispositive power and voting power over the portfolio securities of each
of the funds listed above.
|
|
13.
|
Includes
(i) 36,800 shares underlying Series F Preferred, (ii) 14,720 shares,
issuable upon exercise of warrants at an exercise price of $0.80 per
share, all registered herein (iii) 27,790 shares owned directly, (iv)
81,797 shares underlying Warrants, and (v) 93,806 shares underlying
Preferred Stock.
|
|
14.
|
Includes
(i) 421,600 shares underlying Series F Preferred, (ii) 168,640 shares
issuable upon exercise of warrants at an exercise price of $0.80 per
share, all registered herein, (iii) 317,037 shares owned
directly, (iv) 936,446 shares underlying Warrants, and
(v) 1,078,962 shares underlying Preferred
Stock.
|
|
15.
|
Includes
(i) 1,375,000 shares underlying Series F Preferred, (ii) 550,000 shares
issuable upon exercise of warrants at an exercise price of $0.80 per
share, all registered herein, (iii) 1,034,482 shares owned directly, (iv)
3,054,735 shares underlying Warrants, and (v) 3,518,361 shares
underlying Preferred Stock.
|
|
16.
|
Includes
(i) 100,000 shares issuable upon exercise of warrants (initially granted
to Equity as placement agent warrants) at an exercise price of $0.85 per
share included herein, (ii) 13,000 shares underlying 2006 Agent’s Warrants
and (iii) 6,917 shares held directly. Does not include 42,500
shares underlying warrants beneficially owned by Mr. Sucoff’s wife in
which shares he disclaims beneficial
ownership.
|
|
17.
|
Includes
(i) 100,000 shares issuable upon exercise of warrants (initially granted
to Equity as placement agent warrants) at an exercise price of $0.85 per
share included herein, and (ii) 8,400 shares underlying 2006 Agent’s
Warrants. Does not include 24,000 shares underlying warrants
beneficially owned by Mr. Sucoff’s wife in which shares he disclaims
beneficial ownership.
|
Significant
Selling Stockholders
|
Series
C
|
Series
D
|
Series
E
|
Series
F
|
Biomedical
Offshore Value Fund Ltd.
|
–
|
–
|
–
|
21,666
shs.
$1,299,960
|
Biomedical
Value Fund LP
|
–
|
–
|
–
|
25,434
shs.
$1,526,040
|
Dolphin
Offshore Partners LP
|
–
|
–
|
3,600
shs.
$900,000
|
10,000
shs.
$600,000
|
Special
Situations Fund III LP
|
10,000
shs.
$1,000,000
|
1,612
shs.
$20,000
|
100
shs.
$25,000
|
368
shs.
$22,080
|
Special
Situations Fund III QP, LP
|
–
|
18,548
shs.
$230,000
|
1,150
shs.
$287,500
|
4,216
shs.
$252,960
|
Special
Situations Private Equity Fund LP
|
30,000
shs.
$3,000,000
|
60,483
shs.
$750,000
|
3,750
shs.
$937,500
|
13,750
shs.
$825,000
|
Total
placement
|
66,681
shs.
$6,668,100
|
241,933
shs.
$3,000,000
|
10,000
shs.
$2,500,000
|
78,334
shs.
$4,700,040
|
Series
C
|
Series
D
|
Series
E
|
Series
F
|
|
Initial
conversion price
|
$0.145
|
$1.24
|
$0.40
|
$0.60
|
Initial
warrant exercise price
|
$0.145-0.28
|
$1.50
– 2.00
|
$0.50
|
$0.80
|
Market
price at closing
|
$0.18
|
$1.60
|
$0.60
|
$0.75
|
Current
conversion price
|
–1
|
$0.642
|
$0.40
|
$0.60
|
Common
shares underlying preferred stock
|
–
|
3,785,699
|
6,250,000
|
7,833,400
|
Current warrant
exercise price
|
$0.93
– 1.253
|
$0.90
– 1.404
|
$0.50
|
$0.80
|
Common
shares underlying warrants
|
2,572,402
|
671,645
|
3,125,000
|
3,133,360
|
Market
price – April 25, 2008
|
$0.35
|
$0.35
|
$0.35
|
$0.35
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchases;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
settlement
of short sales effected after the date the registration statement of which
this prospectus is a part is declared effective by the
SEC;
|
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per share;
and
|
|
·
|
a
combination of any such methods of
sale.
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
– F-22
|
|
F-23
|
|
F-24
|
|
F-25
|
|
F-26
|
|
F
-27 – F-32
|
|
CAPRIUS, INC. AND SUBSIDIARIES
|
CONSOLIDATED
BALANCE SHEET
|
ASSETS |
September
30,
|
||||||||
2007
|
2006
|
||||||||
Current
Assets:
|
|||||||||
Cash
|
$ | 634,657 | $ | 1,068,954 | |||||
Accounts
receivable, net of allowance for doubtful accounts of $
5,163
|
833,033 | 249,761 | |||||||
Inventories
|
911,244 | 952,116 | |||||||
Other
current assets
|
76,678 | - | |||||||
Total
current assets
|
2,455,612 | 2,270,831 | |||||||
Property
and Equipment:
|
|||||||||
Office
furniture and equipment
|
275,115 | 230,604 | |||||||
Equipment
for lease
|
- | 23,500 | |||||||
Leasehold
improvements
|
31,101 | 29,003 | |||||||
306,216 | 283,107 | ||||||||
Less: accumulated
depreciation and amortization
|
200,712 | 202,781 | |||||||
Property
and equipment, net
|
105,504 | 80,326 | |||||||
Other
Assets:
|
|||||||||
Goodwill
|
285,010 | 285,010 | |||||||
Intangible
assets, net
|
22,083 | 120,083 | |||||||
Other
|
16,486 | 20,770 | |||||||
Total
other assets
|
323,579 | 425,863 | |||||||
Total
Assets
|
$ | 2,884,695 | $ | 2,777,020 | |||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||||
Current
Liabilities:
|
|||||||||
Accounts
payable
|
$ | 741,681 | 383,458 | ||||||
Customer
deposits
|
271,375 | - | |||||||
Accrued
expenses
|
84,537 | 59,402 | |||||||
Accrued
compensation
|
204,903 | 174,669 | |||||||
Total
current liabilities
|
1,302,496 | 617,529 | |||||||
Commitments
and Contingencies
|
- | - | |||||||
Stockholders’
Equity:
|
|||||||||
Preferred
stock, $.01 par value
|
|||||||||
Authorized
- 1,000,000 shares
|
|||||||||
Issued
and outstanding - Series A, none; Series C, none
|
|||||||||
Series
B, convertible 27,000 shares at September 30, 2006
|
- | 2,700,000 | |||||||
Series
D, stated value $12.40, convertible, 194,933 shares
|
2,417,200 | 3,000,000 | |||||||
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 | 33,228 | |||||||
Additional
paid-in capital
|
77,451,648 | 74,001,747 | |||||||
Accumulated
deficit
|
(80,822,907 | ) | (77,573,234 | ) | |||||
Treasury
stock (1,125 common shares, at cost)
|
(2,250 | ) | (2,250 | ) | |||||
Total
stockholders’ equity
|
1,582,199 | 2,159,491 | |||||||
Total
Liabilities and Stockholders' Equity
|
$ | 2,884,695 | $ | 2,777,020 |
The
accompanying notes are an integral part of these consolidated financial
statements.
|
CAPRIUS, INC. AND
SUBSIDIARIES
|
|||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
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
|
|||||||||||||
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY
|
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
|