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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMForm 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31,June 30, 1997, or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________________________________ to _________________________________________
Commission file number 0-21615000-21615
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BOSTON BIOMEDICA, INC.
----------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS(Exact name of Registrant as Specified in its Charter)
Massachusetts 04-2652826
------------- ----------- ------------------------ ----------------------
(State or other (I.R.S. Employer
Jurisdiction of (I.R.S. EmployerIdentification No.)
Incorporation or
Organization)
Identification No.)
375 WEST STREET,
WEST BRIDGEWATER, MASSACHUSETTSWest Street,
West Bridgewater,
Massachusetts 02379
------------------------------- ------ ------------------------ ----------------------
(Address of Principal (Zip Code)
Executive Offices) (Zip Code)
Registrant's telephone number, including area code (508) 580-1900
--------------
Indicate by check whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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] YesNo [ ] No
The number of shares outstanding of the Registrant's only class of common
stock as of April 30,July 31, 1997 was 4,391,403.4,426,900.
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PART
Part I. FINANCIAL INFORMATION
ITEMFinancial Information
Item 1. FINANCIAL STATEMENTSFinancial Statements
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONSINCOME
For the Three Months For the Six Months
Ended March 31,
--------------------------------------June 30 Ended June 30
------------------------ -------------------------
1997 1996 ------------------ -------------------1997 1996
----------- ----------- ----------- -----------
REVENUE:
Product sales $ 2,126,956 $ 1,815,481$2,416,956 $2,130,278 $4,543,912 $3,945,759
Services 2,082,093 1,268,528
------------------ -------------------2,231,998 1,714,096 4,314,091 2,982,624
----------- ----------- ----------- -----------
Total revenue 4,209,049 3,084,0094,648,954 3,844,374 8,858,003 6,928,383
COSTS AND EXPENSES:
Cost of product sales 1,055,422 899,8261,271,662 1,107,007 2,327,084 2,006,833
Cost of services 1,475,532 1,133,4391,456,194 1,116,171 2,931,726 2,249,610
Research and development 236,750 166,565256,995 195,054 493,745 361,619
Selling and marketing 613,360 415,012775,594 500,277 1,388,954 915,289
General and administrative 679,207 536,503
------------------ -------------------694,875 551,945 1,374,082 1,088,448
---------- ---------- ---------- ----------
Total operating costs and expenses 4,060,271 3,151,3454,455,320 3,470,454 8,515,591 6,621,799
Income (loss) from operations 148,778 (67,336)193,634 373,920 342,412 306,584
Interest income (expense), net 97,486 (93,560)
------------------ -------------------99,184 (74,909) 196,670 (168,469)
----------- ----------- ----------- -----------
Income (loss) before income taxes 246,264 (160,896)
(Provision for) benefit from292,818 299,011 539,082 138,115
Provision for income taxes (98,506) 64,358
------------------ -------------------(117,128) (119,604) (215,634) (55,246)
----------- ----------- ----------- -----------
Net income (loss) $ 147,758175,690 $ (96,538)
================== ===================179,407 $ 323,448 $ 82,869
=========== =========== =========== ===========
Net income (loss) per share $ .030.04 $ (0.04)
================== ===================0.06 $ 0.07 $ 0.03
=========== =========== =========== ===========
Weighted average common and common
equivalent shares outstanding 4,825,582 2,564,7744,851,623 3,263,711 4,831,747 3,252,643
See Notes to Consolidated Financial Statements.Statements
2
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31,June 30, December 31,
--------- ------------ -------------
1997 1996
--------------- ------------------------------ -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,019,5595,777,048 $ 8,082,642
Accounts receivable, less allowances of $362,612$361,540 in 1997 and
$352,058 in 1996 3,144,1973,389,579 3,415,994
Inventories 4,461,5824,560,927 4,180,334
Prepaid expense and other 316,634316,342 239,950
Deferred income taxes 302,948 283,200
283,200
--------------- ----------------------------- -----------
Total current assets 15,225,17214,346,844 16,202,120
--------------- ------------------
Property and equipment, net 2,937,3543,193,896 2,699,158
OTHER ASSETS:
Long term investment 732,5001,482,500 732,500
Goodwill and other intangibles, net 90,69486,085 95,302
Notes receivable and other 795,409989,322 69,234
--------------- ------------------
1,618,6032,557,907 897,036
--------------- ----------------------------- -----------
TOTAL ASSETS $ 19,781,129 $ 19,798,314
=============== ==================$20,098,647 $19,798,314
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long term debt $ 13,13613,458 $ 12,820
Accounts payable 1,146,9881,074,882 991,839
Accrued compensation 521,023740,102 840,666
Accrued income taxes 122,26027,607 427,140
Other accrued expenses 331,228307,738 264,262
Deferred revenue 1,056,5311,104,415 829,477
--------------- ----------------------------- -----------
Total current liabilities 3,191,1663,268,202 3,366,204
--------------- ------------------
LONG-TERM LIABILITIES:
Long-term debt, less current maturities 37,54334,055 40,948
Deferred income taxes 101,58089,673 101,580
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized 20,000,000 shares in
1997 and 1996; issued and outstanding 4,381,1574,426,900 in 1997 and
4,378,157 in 1996 43,81244,269 43,782
Additional paid-in capital 15,272,12615,351,856 15,258,656
Retained earnings 1,134,9021,310,592 987,144
--------------- ----------------------------- -----------
Total stockholders' equity 16,450,84016,706,717 16,289,582
--------------- ----------------------------- -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 19,781,129 $ 19,798,314
=============== ==================$20,098,647 $19,798,314
=========== ===========
See Notes to Consolidated Financial Statements.Statements
3
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the ThreeSix Months Ended
March 31,
------------------------------------------------------------------
1997 1996
--------------- ------------------------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 147,758323,448 $ (96,538)82,869
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 166,774 120,632353,843 280,426
Provision for doubtful accounts 10,554 7,33877,781 77,145
Deferred rent (26,958) (16,618)(53,916) (33,236)
Deferred income taxes (31,655) (29,514)
Changes in operating assets and liabilities:
Accounts receivable 261,243 661,915(51,366) 132,324
Other assets - 1,421(27,083) 4,385
Inventories (281,248) (154,374)(380,593) (188,368)
Prepaid expenses (76,684) (35,300)(76,392) (40,447)
Accounts payable 155,149 222,16783,043 70,730
Accrued compensation and other expenses (530,599) (150,575)(402,705) 20,846
Deferred revenue 227,054 229,185
--------------- -----------------274,938 307,843
------------ -------------
Net cash provided by operating activities 53,043 789,253
--------------- -----------------89,343 685,003
------------ -------------
CASH FLOWS FROMFOR INVESTING ACTIVITIES:
Payments for additions to property and equipment (400,362) (116,257)(839,364) (282,518)
Advances under notes receivable and other assets (726,175)(893,005) -
--------------- -----------------Purchase of long term investment (750,000) -
------------ -------------
Net cash used in investing activities (1,126,537) (116,257)
--------------- -----------------(2,482,369) (282,518)
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt - 226,300
Repayments of long-term debt (3,089) (675,285)(6,255) (1,590,603)
Proceeds of common stock issued 13,500 -
--------------- -----------------93,687 960,903
------------ -------------
Net cash provided by (used in) financing activities 10,411 (675,285)
--------------- -----------------87,432 (403,400)
------------ -------------
DECREASE IN CASH: (1,063,083) (2,289)(2,305,594) (915)
Cash and cash equivalents, beginning of period 8,082,642 11,463
--------------- ----------------------------- -------------
Cash and cash equivalents, end of period $ 7,019,5595,777,048 $ 9,174
=============== =================
SUPPLEMENTAL INFORMATION:
Income taxes paid $ 403,842 $ 130,962
Interest paid $ 110 96,91710,548
============ =============
See Notes to Consolidated Financial Statements.Statements
4
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for the interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of only normal
recurring adjustments) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended March 31,June
30, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Form 10-K filing for the fiscal year ended December 31,
1996 for Boston Biomedica, Inc. and Subsidiaries ("the Company" or
"Boston Biomedica"). Certain prior years' amounts in the consolidated
financial statements may have been reclassified to conform to the
current year's presentation.
(2) Inventories
Inventories consisted of the following:
March 31,June 30, December 31,
1997 1996
---- ------------------- -----------
Raw materials .....................materials......................... $ 1,392,2971,456,895 $ 1,359,569
Work-in-process ................... 883,249Work-in-process....................... 667,078 697,749
Finished goods .................... 2,186,036goods........................ 2,436,954 2,123,016
-------------- ------------------------- -----------
$ 4,461,5824,560,927 $ 4,180,334
============== ========================= ===========
(3) Computation of Income (Loss) Per Share
Net income per common share is computed based upon the weighted
average number of common shares and as appropriate, common equivalent
shares (using the treasury stock method) outstanding after certain
adjustments described below. Common equivalent shares consist of common
stock options and warrants outstanding. In accordance with Securities
and Exchange Commission Staff Accounting Bulletin No. 83, all common,
redeemable common, and common equivalent shares issued during the twelve
month period prior to the proposed date of the initial filing of the
Registration Statement have been included in the calculation as if they
were outstanding for all periods prior to the initial
public offeringInitial Public Offering
(IPO) using the treasury stock method and an offering price of $8.50 per
share. Fully diluted net income (loss) per common share is not presented as it
does not materially differ from primary earnings per share.
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share." SFAS 128 establishes a different method of
computing net income per share than is currently required under the
provisions of Accounting Principles Board Opinion No. 15. Under SFAS No.
128, the Company will be required to present both basic net income per
share and diluted net income per share. Basic net income (loss)
per share for
the quartersthree and six months ended March 31,June 30, 1997 and 1996 would have been
the same as the reported primary net income (loss) per share. The impact of
SFAS 128 on the calculation of diluted net income per share for these
quarters does not materially differ from basic net income (loss) per share. The
Company plans to adopt SFAS 128 for periods after December 15, 1997 and
at that time all historical net income per share data presented will be
restated to conform to the provisions of SFAS No. 128.
Subsequent Event(4) Investment in BioSeq, Inc. (BioSeq).
In April 1997, the Company exercised its option to purchase an
additional 165,000 shares of BioSeq Inc. stock at an aggregate cost of
$750,750,$750,000, thereby increasing its ownership of BioSeq to 19%. The
investment is carried at cost of $1,482,000 and classified as a long
term investment.
5
ITEM2. MANAGEMENT'S DISCUSSIONBOSTON BIOMEDICA, INC. AND ANALYSIS OF RESULTS OF OPERATIONS ANDSUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL CONDITION.
THREE MONTHS ENDED MARCH 31,STATEMENTS
Subsequent Event
In July 1997, ANDthe Company, through its wholly owned subsidiary
BBI-Source Scientific, Inc., completed the acquisition of all of the
assets, business, and selected liabilities of Source Scientific, Inc.
upon the cash payment of $1,894,000. The acquisition will be accounted
for as a purchase. In addition to the cash payment, the total purchase
price will include consulting, legal, accounting and other acquisition
costs. The purchase price will be allocated to the fair market value of
the assets and liabilities acquired. Any remaining portion will be
allocated to goodwill and amortized over a ten year period.
6
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition.
Three Months Ended June 30, 1997 and 1996
Total revenue increased 36.5%20.9%, or $1,125,000,$805,000, to $4,209,000$4,649,000 for
the quarterthree months ended March 31,June 30, 1997 from $3,084,000$3,844,000 in the prior year
period. This increase was the result of an increase in product sales of
17.2%13.5%, or $312,000,$287,000, to $2,127,000$2,417,000 from $1,815,000$2,130,000 and an increase in
specialty laboratory services of 64.1%30.2%, or $813,000,$518,000, to $2,082,000$2,232,000 from
$1,269,000.$1,714,000. Product revenue increased primarily as a result of an overall sales increase of 40.2% in Quality Control Products, due
to continued
strong sales of new and existing of Accurun( run controls and panel products.
ThisTQS products,
but was partially offset by a decline of 36% inlower than expected sales of Diagnostic Components
as certain custom orders were delayed.to diagnostic test
kit manufacturers. The increase in service revenue was primarily
attributable to a 74.3%45.7% increase in Specialty Clinical Laboratory
Testing revenue, particularly from Lyme Disease and the newdriven once again by HIV molecular tests.(PCR) tests needed
for disease management programs.
Gross profit increased 59.7%18.5%, or $627,000,$300,000, to $1,678,000$1,921,000 for the
current quarterthree months from $1,051,000$1,621,000 in the prior year period. The gross
profit margin increaseddecreased to 39.9%41.3% for the current quarterthree months versus
34.1%42.2% in the prior year period. The gross margin improvementThis decrease was entirelyprimarily driven by improved marginsa
shift in the mix of revenue towards services (10.6%(48% of total revenue in
1996 to 29.1%the current quarter versus 45% in 1997)the prior year period) as a result of
the Company continued to benefit
from both the addition of several new tests and higher volumegrowth in Specialty Clinical Laboratory Testing.Testing noted above. The
Company's services generally carry lower margins than its Quality
Control Products.
Research and development expenses increased 42.1%31.8%, or $70,000,$62,000,
to $237,000$257,000 for the current quarterthree months from $167,000$195,000 in the prior year
period. This increase was primarily the result of additional research
project expenditures for new Quality Control Products, including panels
and Accurun(, as well as continued work on additional molecular tests
for our Specialty Clinical Laboratory.
Selling and marketing expenses increased 47.8%55.0%, or $198,000,$275,000, to
$613,000$776,000 for the current quarterthree months from $415,000$500,000 in the prior year
period. This increase was primarily attributable to increased personnel
costs associated with the addition of both tele-sales and field staff as well as technical support staff for Quality Control Products, particularly Accurun(, and the
Specialty Clinical Laboratory, increased advertising and trade
show costsspending for all the Company's products and services,promotional
materials, and increased travel costs.
General and administrative expenses increased 26.6%25.9%, or
$143,000, to $679,000$695,000 for the current quarterthree months from $536,000$552,000 in the
prior year period. This increase was primarily a result of increased MIS
and other support personnel, as well as the increased costs incurred as
a public company.
Net interest income of $97,000$99,000 was earned for the first quarterthree months
of 1997 versus a ($94,000)75,000) expense in the prior year period as the
Company repaid most of its debt in the fourth quarter of 1996 and
invested its available cash in short term, investment grade securities.
For both first quarters,periods, the Company provided taxes at the combined
federal and state statutory rate of 40%.
LIQUIDITY AND FINANCIAL CONDITION
On October 31,Six Months Ended June 30, 1997 and 1996
Total revenue increased 27.9%, or $1,930,000, to $8,858,000 for
the Company commenced tradingsix months ended June 30, 1997 from $6,928,000 in the prior year
period. This increase was the result of an increase in product sales of
15.2%, or $598,000, to $4,544,000 from $3,946,000 and an increase in
specialty laboratory services of 44.6%, or $1,331,000, to $4,314,000
from $2,983,000. Product revenue increased primarily as a result of its initialan
overall sales increase of 24.4% in Quality Control Products, due to
continued strong sales of new and existing Accurun( and panel products
and partially offset by a decrease of 13.8% in sales of Diagnostic
Components. The increase in service revenue was primarily attributable
to a 57.1% increase in Specialty Clinical Laboratory Testing revenue,
particularly from HIV molecular (PCR) tests.
Gross profit increased 34.7%, or $927,000, to $3,599,000 for the
current six months from $2,672,000 in the prior year period. The gross
profit margin increased to 40.6% for the current six months versus 38.6%
in the prior year period. The gross margin improvement was almost
entirely driven by improved margins in services (24.6% in 1996 to 32.0%
in 1997) as the Company continued to benefit from both the addition of
several new tests and higher volume in Specialty Clinical Laboratory
Testing.
7
Research and development expenses increased 36.5%, or $132,000,
to $494,000 for the current six months from $362,000 in the prior year
period. This increase was primarily the result of additional research
project expenditures for new Quality Control Products, including panels
and Accurun(, as well as continued work on additional molecular tests
for our Specialty Clinical Laboratory.
Selling and marketing expenses increased 51.8%, or $474,000, to
$1,389,000 for the current six months from $915,000 in the prior year
period. This increase was primarily attributable to increased personnel
costs as well as increased costs for travel and promotional materials.
The increased personnel costs are associated with the addition of
marketing, technical support, and field sales staff for both Accurun(
and the Specialty Clinical Laboratory.
General and administrative expenses increased 26.2%, or
$286,000, to $1,374,000 for the current six months from $1,088,000 in
the prior year period. This increase was primarily a result of increased
MIS and other support personnel, as well as the increased costs incurred
as a public offeringcompany.
Net interest income of its common stock ("IPO"), selling 1,600,000 shares at $8.50
per share. Net proceeds raised after underwriting discounts and commissions (but
before offering costs)$197,000 was $12,648,000. On November 5, 1996,earned for the six months of
1997 versus a ($168,000) expense in the prior year period as the Company
repaid substantially allmost of its outstanding bank debt which totaled approximately $3.9
million.in the fourth quarter of 1996 and invested its
available cash in short term, investment grade securities.
For both periods, the Company provided taxes at the combined
federal and state statutory rate of 40%.
Liquidity and Financial Condition
The Company has financed its operations to date through cash
flow from operations, borrowings from banks and sales of equity. With
the repayment of debt from the IPO proceeds, the Company expects its
cash flow and cash position to meet existing operational needs. In
addition, the Company has available to it a $7.5 million
uncollateralized revolving line of credit with its bank should
additional needs arise.
Net cash provided by operations for the threesix months ended March 31,June
30, 1997 was $53,000$89,000 as compared to $789,000$685,000 in the prior year period.
This decrease in cash flow was primarily attributable to increased
working capital requirements related to new product inventory and net
payments of $531,000 during the first quarter of 1997 of expenses
accrued as of December 31, 1996 related to income taxes and commissions.
6
Cash used in investing activities for the threesix months ended March 31,June
30, 1997 was $1,127,000$2,482,000 as compared to $116,000$283,000 in the prior year
period. This increase in investing activities was the result ofof: 1)
increased capital expenditures as the
Company began construction offor improvements at its Massachusetts
manufacturing facility, and
financed2) financing $800,000 of certain working capital
needs in connection with its announcedthe acquisition of the assets and business of
Source Scientific, Inc.("Source"), scheduled for closing in
the second quarter of 1997 at an agreed upon cost of $2.1 million dollars,
subject to shareholder approval. In April 1997,and 3) the Company exercisedexercising its
option to purchase an additional 165,000 shares of BioSeq Inc. stock at an
aggregate cost of $750,750,$750,000, thereby increasing its ownership of BioSeq
to 19%. On July 2, 1997, the Company completed the acquisition of
Source's assets and business at a contractually reduced purchase price
of $1.9 million as Source's net worth had fallen below an agreed upon
minimum amount. The Company is accounting for the acquisition as an
asset purchase, and expects to amortize goodwill approximating the
purchase price plus acquisition costs over a ten year period.
Cash provided by financing activities for the threesix months ended
March 31,June 30, 1997 was $10,000$87,000 as compared to $675,000$403,000 used to repay debt in the prior
comparable year period. The prior year period use of cash was primarily
a $960,000 receipt from the sale of common stock offset by debt
repayments of approximately $1,364,000. The net cash provided in 1997
resulted from $14,000$94,000 received for the exercise of 48,750 stock options exercises.options.
The Company anticipates capital expenditures to increase over
the near term as it expects to usespend approximately $750,000 from the proceeds of its IPO$400,000 more to
expand its manufacturing capacity in West Bridgewater over the next ninesix
months. In addition, the Company has entered into a ten year lease
agreement for space for its Maryland operation and expects to incur
costs for tenant improvements over the next six months. The Company
believes that existing cash balances, the borrowing capacity available
under its new revolving line of credit and cash generated from operations
are sufficient to fund operations and anticipated capital expenditures
for at least the foreseeable future.next twelve months. There were no material financial
commitments for capital expenditures as of March 31,June 30, 1997, and currently
there are no
8
material commitments for capital or investment expenditures other than
the April BioSeq investment, the Source Scientific, Inc. asset acquisition, and
the manufacturing
expansion, and tenant improvements all as previously discussed above.
RECENT ACCOUNTING PRONOUNCEMENTSRecent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share." SFAS 128 establishes a different method of
computing net income per share than is currently required under the
provisions of Accounting Principles Board Opinion No. 15. Under SFAS No.
128, the Company will be required to present both basic net income per
share and diluted net income per share. Basic net income (loss)
per share for
the quartersthree and six months ended March 31,June 30, 1997 and 1996 would have been
the same as the reported primary net income (loss) per share. The impact of
SFAS 128 on the calculation of diluted net income per share for these
quarters does not materially differ from basic net income (loss) per share. The
Company plans to adopt SFAS 128 for periods after December 15, 1997 and
at that time all historical net income per share data presented will be
restated to conform to the provisions of SFAS No. 128.
FORWARD-LOOKING STATEMENTSForward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking
statements concerning the Company's financial performance and business
operations. The Company wishes to caution readers of this Quarterly
Report on Form 10-Q that actual results might differ materially from
those projected in any forward-looking statements.
Factors which might cause actual results to differ materially
from those projected in the forward-looking statements contained herein
include the following: inability of the Company to develop the end user
market for quality control products; inability of the Company to
integrate the business of SourceBBI-Source Scientific, Inc. into the Company's
business; inability of the Company to grow the sales of SourceBBI-Source
Scientific, Inc. to the extent anticipated; inability of
Source Scientific, Inc. to repay the $750,000 loan made by the Company; a material adverse change in
the business, financial condition or prospects of BioSeq, Inc., an early
stage biotechnology company in which the Company has made a significant
investment; inability of the Company to obtain an adequate supply of the
unique and rare specimens of plasma and serum necessary for certain of
its products; significant reductions in purchases by any of the
Company's major customers; and the potential insufficiency of Company
resources, including human resources, plant and equipment and management
systems, to accommodate any future growth. Certain of these and other
factors which might cause actual results to differ materially from those
projected are more fully set forth under the caption "Risk Factors" in
the Company's Registration Statement on Form S-1 (SEC File No.
333-10759).
7
9
BOSTON BIOMEDICA, INC.
PARTPart II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(A) EXHIBITS
Exhibit No.
-----------
3.1 Amended and Restated Articles of Organization of the Company**
3.2 Amended and Restated Bylaws of the Company**
4.1 Specimen Certificate for Shares of the Company's Common Stock**
4.2 Description of Capital Stock (contained in the Restated Articles of Organization of the Company
filed as Exhibit 3.1) **
10.1 Agreement, dated January 17, 1994, between Roche Molecular Systems, Inc. and the Company**
10.2 Exclusive License Agreement, dated December 6, 1994, between the University of North Carolina at
Chapel Hill and the Company**
10.3 Contract, dated September 30, 1995, between the National Institutes of Health and the Company (No.
1-AI55273) **
10.4 Contract, dated September 30, 1995, between the National Institutes of Health and the Company (No.
1-AI-55277) **
10.6 Agreement, dated October 1, 1995, between Ajinomoto Co., Inc. and the Company**
10.7 Lease Agreement, dated June 30, 1992, for Rockville, Maryland Facility between Cambridge Biotech
Corporation and the Company**
10.8 Lease Agreement, dated July 28, 1995, for New Britain, Connecticut Facility between MB Associates
and the Company**
10.9 Worcester County Institution for Savings Warrant dated December 1, 1995 (No. 1) **
10.10 Worcester County Institution for Savings Warrant dated July 26, 1993 (No. 2) **
10.11 Stock Purchase Agreement, dated June 5, 1990, between G&G Diagnostics Limited Partnership I and
the Company, as amended**
10.12 Purchase and Sale Agreement, dated December 11, 1995, for 375 West Street Property between James
Leonard, Trustee, C.W.B. Trust and the Company**
10.13 Purchase and Sale Agreement, dated December 20, 1995, for 80 Manley Street Property between the
Company and Donald M. Leonard, Trustee, Live Oak Realty Trust**
10.14 Stock Purchase Agreement, dated April 26, 1996, between Kyowa Medex Co., Ltd. and the Company**
10.15 1987 Non-Qualified Stock Option Plan**++
10.16 Employee Stock Option Plan**++
10.17 Underwriters Warrants, each dated November 4, 1996, between the Company and each of Oscar GrusOther Information
Item 4. Submission of Matters to a Vote of Shareholders.
The Company held its Annual Meeting of Stockholders of June 12,
1997. Approximately 3,484,851 shares, or 79.4%, of the Common Stock
issued and outstanding as of the record date, were represented at the
meeting in person or by proxy. Set forth below is a brief description of
the matter voted upon at the meeting and the voting results of such
matter.
Voted: To elect each of the following persons as Class I
Directors of the Company, to serve as such until the Year 2000
Annual Meeting of Stockholders and until their successors have
been duly elected and qualified:
Francis E. Capitanio
Calvin A. Saravis
Item 6. Exhibits and Reports on Form 8K
(a) Exhibits
Exhibit No.
3.1 Amended and Restated Articles of Organization of the
Company**
3.2 Amended and Restated Bylaws of the Company**
4.1 Specimen Certificate for Shares of the Company's Common
Stock**
4.2 Description of Capital Stock (contained in the Restated
Articles of Organization of the Company filed as Exhibit
3.1) **
10.1 Agreement, dated January 17, 1994, between Roche
Molecular Systems, Inc. and the Company**
10.2 Exclusive License Agreement, dated December 6, 1994,
between the University of North Carolina at Chapel Hill
and the Company**
10.3 Contract, dated September 30, 1995, between the National
Institutes of Health and the Company (No. 1-AI55273) **
10.4 Contract, dated September 30, 1995, between the National
Institutes of Health and the Company (No. 1-AI-55277) **
10.6 Agreement, dated October 1, 1995, between Ajinomoto Co.,
Inc. and the Company**
10.7 Lease Agreement, dated June 30, 1992, for Rockville,
Maryland Facility between Cambridge Biotech Corporation
and the Company**
10.8 Lease Agreement, dated July 28, 1995, for New Britain,
Connecticut Facility between MB Associates and the
Company**
10.9 Worcester County Institution for Savings Warrant dated
December 1, 1995 (No. 1) **
10.10 Worcester County Institution for Savings Warrant dated
July 26, 1993 (No. 2) **
10.11 Stock Purchase Agreement, dated June 5, 1990, between
G&G Diagnostics Limited Partnership I and the Company,
as amended**
10.14 Stock Purchase Agreement, dated April 26, 1996, between
Kyowa Medex Co., Ltd. And the Company**
10.15 1987 Non-Qualified Stock Option Plan**++
10.16 Employee Stock Option Plan**++
10
10.17 Underwriters Warrants, each dated November 4, 1996,
between the Company and each of Oscar Gruss & Son
Incorporated and Kaufman Bros., L.P. **
10.20 Purchase Agreement, dated October 7, 1996, between
BioSeq, Inc. and the Company**
10.21 Warrant Agreement, dated October 7, 1996, between
BioSeq, Inc. and the Company**
8
10.22 Stockholders' Agreement, dated October 7, 1996, between
BioSeq, Inc. and the Company**
10.23 License Agreement, dated October 7, 1996, between
BioSeq, Inc. and the Company**
10.24.1 Commercial Loan Agreement, dated as of March 28, 1997,
between The First National Bank of Boston and the
Company**
10.25 Asset Purchase Agreement, dated March 26, 1997 between
Source Scientific, Inc. and the Company**
10.26 Contract, dated March 1, 1997, between National Cancer
Institute and the Company**
10.27 Lease Agreement, dated May 16, 1997, for Rockville,
Maryland facility between B.F. Saul Real Estate
Investment Trust and the Company
11 Statement re: Computation of Per Share Earnings
21.1 Subsidiaries of the Company **
27 Financial Data Schedule
- ------------------------________________________
++ Management contract or compensatory plan or arrangement.
** In accordance with Rule 12b-32 under the Securities Exchange Act
of 1934, as amended, reference is made to the documents
previously filed with the Securities and Exchange Commission,
which documents are hereby incorporated by reference.
(b) REPORTS ON FORMReports on Form 8K
None
9The Company filed a form 8K dated July 17, 1997 regarding the
acquisition of the assets, business, and selected liabilities of
Source Scientific, Inc.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BOSTON BIOMEDICA, INC.
Date: MayAugust 14, 1997 By /s/ KEVIN W. QUINLAN
------------------------- --------------------------------------------------------- ---------------------
Kevin W. Quinlan, Chief Financial Officer
(Principal Financial Officer)
1012
BOSTON BIOMEDICA, INC.
EXHIBIT INDEX
EXHIBIT INDEX
- -------------
Exhibit No. Reference
----------- --------------------
3.1 Amended and Restated Articles of Organization of the Company A**
3.2 Amended and Restated Bylaws of the Company A**
4.1 Specimen Certificate for Shares of the Company's Common Stock A**
4.2 Description of Capital Stock (contained in the Restated A**
Articles of A** Organization of the Company filed as Exhibit 3.1)
10.1 Agreement, dated January 17, 1994, between Roche Molecular A**
Systems, Inc. and A** the Company
10.2 Exclusive License Agreement, dated December 6, 1994, between A**
the University of A** North Carolina at Chapel Hill and the
Company
10.3 Contract, dated September 30, 1995, between the National A**
Institutes of Health A** and the Company (No. 1-AI55273)
10.4 Contract, dated September 30, 1995, between the National A**
Institutes of Health A** and the Company (No. 1-AI-55277)
10.6 Agreement, dated October 1, 1995, between Ajinomoto Co., Inc. A**
and the Company A**
10.7 Lease Agreement, dated June 30, 1992, for Rockville, Maryland A**
Facility between A** Cambridge Biotech Corporation and the Company
10.8 Lease Agreement, dated July 28, 1995, for New Britain, A**
Connecticut Facility A** between MB Associates and the Company
10.9 Worcester County Institution for Savings Warrant dated A**
December 1, 1995 (No. 1) A**
10.10 Worcester County Institution for Savings Warrant dated A**
July 26, 1993 (No. 2) A**
10.11 Stock Purchase Agreement, dated June 5, 1990, between G&G A**
Diagnostics Limited A** Partnership I and the Company, as amended
10.12 Purchase and Sale Agreement, dated December 11, 1995, for 375 West Street A**
Property between James Leonard, Trustee, C.W.B. Trust and the Company
10.13 Purchase and Sale Agreement, dated December 20, 1995, for 80 Manley Street A**
Property between the Company and Donald M. Leonard, Trustee, Live Oak Realty
Trust
10.14 Stock Purchase Agreement, dated April 26, 1996, between Kyowa A**
Medex Co., Ltd. A** and the Company
10.15 1987 Non-Qualified Stock Option Plan* A**
10.16 Employee Stock Option Plan* A**
11
10.17 Underwriters Warrants, each dated November 4, 1996, between B**
the Company and each of Oscar GrusGruss & Son Incorporated and
Kaufman Bros., L.P. B**
10.20 Purchase Agreement, dated October 7, 1996, between BioSeq, A**
Inc. and the Company
A**13
10.21 Warrant Agreement, dated October 7, 1996, between BioSeq, Inc. A**
and the Company A**
10.22 Stockholders' Agreement, dated October 7, 1996, between A**
BioSeq, Inc. and the A** Company
10.23 License Agreement, dated October 7, 1996, between BioSeq, Inc. A**
and the Company A**
10.24.1 Commercial Loan Agreement, as of dated March 28, 1997, between C**
The First C** National Bank of Boston and the Company
10.25 Asset Purchase Agreement, dated March 26, 1997 between Source C**
Scientific, Inc. C** and the Company
10.26 Contract, dated March 1, 1997, between National Cancer D**
Institute and the Company
10.27 Lease Agreement, dated May 16, 1997, for Rockville, Maryland Filed herewith
facility between B.F. Saul Real Estate Investment Trust and the
Company
11 Statement re: Computation of Per Share Earnings Filed herewith
21.1 Subsidiaries of the Company C**Filed herewith
27 Financial Data Schedule Filed herewith
- ------------------------________________________
A Incorporated by reference to the Company's Registration
Statement on Form S-1 (Registration No. 333-10759)(the "Registration
Statement"). The number set forth herein is the number of the
Exhibit in said registration statement.
B Incorporated by reference to the Registration Statement, where
the Exhibit was filed as Exhibit No. 10.17 and contained in
Exhibit 1.1.
C Incorporated by reference to the Company's Form 10K filed
March 31, 1997
D Incorporated by reference to the Company's Form 10Q filed
May 14, 1997
* Management contract or compensatory plan or arrangement.
** In accordance with Rule 12b-32 under the Securities Exchange Act
of 1934, as amended, reference is made to the documents
previously filed with the Securities and Exchange Commission, which
documents are hereby incorporated by reference.
1214