-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N6G9alEwx93mpG+w2Jxb6qnud1GN4VXGEj8tGvlvKMJmAT0pJKIzS+kMLBU5p+2b 4tLb+cWYLcuRKquBJhn94g== 0000914062-97-000173.txt : 19970616 0000914062-97-000173.hdr.sgml : 19970616 ACCESSION NUMBER: 0000914062-97-000173 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970613 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISOLYSER CO INC /GA/ CENTRAL INDEX KEY: 0000929299 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 581746149 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24866 FILM NUMBER: 97623984 BUSINESS ADDRESS: STREET 1: 4320 INTERNATIONAL BLVD NW CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 7703817566 MAIL ADDRESS: STREET 1: 4320 INTERNATIONAL BLVD CITY: NORCROSS STATE: GA ZIP: 30093 10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1996 Commission File Number: 0-24866 ----------------- ------- ISOLYSER COMPANY, INC. (Exact Name of registrant as specified in its charter) GEORGIA 58-1746149 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 650 ENGINEERING DRIVE TECHNOLOGY PARK NORCROSS, GEORGIA 30092 (Address of principal executive offices) (Zip Code) (770) 582-6363 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: common stock, $.001 par value per share stock purchase rights Indicate by check mark 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 No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of common stock held by nonaffiliates of the registrant based on the sale trade price of the common stock as reported on The Nasdaq Stock Market on March 27, 1997, was approximately $165.4 million. For purposes of this computation, all officers, directors and 5% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed an admission that such officers, directors or 5% beneficial owners are, in fact, affiliates of the registrant. At March 27, 1997, there were outstanding 39,207,668 shares of the registrant's common stock, $.001 par value per share. Documents incorporated by reference: Portions of the Company's definitive proxy statement for the annual meeting of shareholders are incorporated by reference into Part III. Certain exhibits provided in Part IV are incorporated by reference from the Company's Registration Statements on Form S-1 (File Nos. 33-83474 and 33-97086), Registration Statement on Form S-4 (File No. 333-7977), Registration Statement on Form S-8 (File Nos. 33-85668), annual report on Form 10-K for the periods ended December 31, 1994, and December 31, 1995, and current reports on Form 8-K dated May 31, 1995, September 18, 1995, June 4, 1996, August 30, 1996 and December 19, 1996. 438869.1 Note: The discussions in the Form 10-K and this Amendment contain forward looking statements that involve risks and uncertainties. The actual results of Isolyser Company, Inc. and subsidiaries (the "Company") could differ significantly from those set forth herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in "Business", particularly "Business -- Risk Factors", and "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as those discussed elsewhere in the Form 10-K. Statements contained in the Form 10-K and this Amendment that are not historical facts are forward looking statements that are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. A number of important factors could cause the Company's actual results for 1997 and beyond to differ materially from those expressed or implied in any forward looking statements made by, or on behalf of, the Company. These factors include, without limitation, those listed in "Business -- Risk Factors" in the Form 10-K. Subsequent to filing the Annual Report on Form 10-K for the period ending December 31, 1996 ("Form 10-K") of Isolyser Company, Inc. (the "Company") and during 1996, the Company changed certain of its directors and executive officers. Accordingly, effective May 1, 1997 the undersigned registrant hereby amends Part III of its Annual Report on Form 10-K as set forth below: 438869.1 2 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information contained in the Company's definitive proxy statement dated May 1, 1997 (the "Proxy Statement") under the caption "Directors and Executive Officers" is incorporated herein by reference in response to this item. ITEM 11. EXECUTIVE COMPENSATION The information contained in the Proxy Statement under the caption "Executive Compensation" is incorporated herein by reference in response to this item, exclusive of the information contained in the Proxy Statement under the captions "Report of the Compensation Committee on Executive Compensation" and "Stock Price Performance Graph". ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information in the Proxy Statement contained under the caption "Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference in response to this item. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company has no information to report pursuant to this Item. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) and (2) - Financial Statements and Schedules The following financial statements and schedules included on pages F-1 through F-23 are filed as part of this annual report. Consolidated Financial Statements and Independent Auditors' Report: Independent Auditors' Report Consolidated Balance Sheets as of December 31, 1996 and 1995 Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and 1994 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 1996, 1995 and 1994 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994 Notes to the Consolidated Financial Statements Financial Statement Schedules: Schedule II - Valuation and Qualifying Accounts Other schedules are omitted because they are not applicable, not required or because required information is included in the consolidated financial statements or notes thereto. (3) Exhibits
2.1 Articles of Merger of MedSurg Industries, Inc. and MedSurg Acquisition Corp. dated December 31, 1993 (incorporated by reference to Exhibit 2.1 filed with the Company's Registration Statement on Form S-1, File No. 33- 83474) 2.2 Plan and Agreement of Merger dated December 31, 1993 of MedSurg Industries, Inc. and MedSurg Acquisition Corp. (incorporated by reference to Exhibit 2.2 filed with the Company's Registration Statement on Form S-1, File No. 33- 83474) 2.3 Certificate of Merger and Name Change of MedSurg Industries, Inc. and MedSurg Acquisition Corp. dated January 7, 1994 (incorporated by reference to Exhibit 2.3 filed with the Company's Registration Statement on Form S-1, File No. 33-84374) 438869.1 3 2.4 Articles of Merger of Creative Research and Manufacturing, Inc. and Creative Acquisition Corp. dated December 31, 1993 (incorporated by reference to Exhibit 2.4 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 2.5 Plan and Agreement of Merger dated December 31, 1993 of Creative Research and Manufacturing, Inc. and Creative Acquisition Corp. (incorporated by reference to Exhibit 2.5 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 2.6 Certificate of Merger and Name Change of Creative Research and Manufacturing, Inc. and Creative Acquisition Corp. dated January 7, 1994 (incorporated by reference to Exhibit 2.6 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 2.7 Agreement and Plan of Merger dated as of July 28, 1995 among the Company, White Knight Acquisition Corp. and White Knight Healthcare, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed October 3, 1995) 2.8 Agreement and Plan of Merger dated as of May 1, 1995 among the Company, Isolyser/SafeWaste Acquisition Corp. and SafeWaste Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 15, 1995) 2.9 Articles of Merger dated May 31, 1995 of SafeWaste Corporation With and Into Isolyser/SafeWaste Acquisition Corp. (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on June 15, 1995) 2.10 Certificate of Merger dated May 31, 1995 of Isolyser/SafeWaste Acquisition Corp. and SafeWaste Corporation (incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed on June 15, 1995) 2.11 Articles of Merger of White Knight Healthcare, Inc., and White Knight Acquisition Corp., dated September 18, 1995 (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on October 3, 1995) 2.12 Certificate of Merger of White Knight Healthcare, Inc., and White Knight Acquisition Corp., dated September 18, 1995 (incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed October 3, 1995) 2.13 Stock Purchase Agreement dated December 31, 1993 between the Company, MedSurg Acquisition Corp., Creative Acquisition Corp., MedSurg Industries, Inc., Creative Research and Manufacturing, Inc. and MedInvest Enterprises, Inc. (incorporated by reference to Exhibit 2.7 to the Company's Registration Statement on Form S-1, File No. 33- 83474) 2.14 Agreement and Plan of Merger dated March 15, 1996 among the Company, Microtek Medical, Inc. and MMI Merger Corp. (incorporated by reference to the Joint Proxy Statement/Prospectus included in the Company's Registration Statement on Form S-4, File No. 333-7977). 3.1 Articles of Incorporation of Isolyser Company, Inc. (incorporated by reference to Exhibit 3.1 filed with the Company's Registration Statement on Form S-1, File No. 33-83474). 3.2* Articles of Amendment to Articles of Incorporation of Isolyser Company, Inc. 3.3 Amended and Restated Bylaws of Isolyser Company, inc. (incorporated by reference to Exhibit 3.2 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 3.4 First Amendment to Amended and Restated Bylaws of Isolyser Company, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed July 29, 1996). 3.5 Second Amendment of Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed December 20, 1996). 4.1 Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 4.2 Shareholder Protection Rights Agreement dated as of December 20, 1996 between Isolyser Company, Inc. and SunTrust Bank (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 20, 1996). 10.1 Stock Option Plan and First Amendment to Stock Option Plan (incorporated by reference to Exhibit 4.1 filed with the Company's Registration Statement on Form S-8, File No. 33-85668) 10.2 Second Amendment to Stock Option Plan (incorporated by reference to Exhibit 4.1 filed with the Company's Registration Statement on Form S-8, File No. 33-85668) 10.3 Form of Third Amendment to Stock Option Plan (incorporated by reference to Exhibit 10.37 filed with the Company's Annual Report on Form 10-K for the period ended December 31, 1994) 10.4 Form of Fourth Amendments to the Stock Option Plan (incorporated by reference to Exhibit 10.59 filed with the Company's Annual Report on Form 10-K for the period ended December 31, 1995). 10.5* Form of Fifth Amendment to Stock Option Plan. 10.6 Form of Incentive Stock Option Agreement pursuant to Stock Option Plan (incorporated by reference to Exhibit 4.2 filed with the Company's Registration Statement on Form S-8, File No. 33-85668) 10.7 Form of Non-Qualified Stock Option Agreement pursuant to Stock Option Plan (incorporated by reference to Exhibit 4.3, filed with the Company's Registration Statement on Form S-8, File No. 33-85668) 10.8 Form of Option for employees of the Company outside of Stock Option Plan (incorporated by reference to Exhibit 10.6 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.9* Employment Agreement of Lester J. Berry. 10.10 Lease Agreement, dated July 29, 1993, between Richard E. Curtis, Trustee and MedSurg Industries, Inc. (incorporated by reference to Exhibit 10.25 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.11 First Lease Amendment, dated February 28, 1994, between Richard E. Curtis, Trustee and MedSurg Industries, Inc. (incorporated by reference to Exhibit 10.26 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.12 Lease Agreement, dated October 21, 1991, between Weeks Master Partnership, L.P. and the Company (incorporated by reference to Exhibit 10.27 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.13 Lease, dated September 28, 1984, between M.S.I. Limited Partnership and MedSurg Industries, Inc. (incorporated by reference to Exhibit 10.28 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 438869.1 4 10.14 Amendment No. 1 to Lease, dated October 10, 1984, between M.S.I. Limited Partnership and MedSurg Industries, Inc. (incorporated by reference to Exhibit 10.29 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.15 Agreement and Second Amendment to Lease, dated December 31, 1993, between M.S.I. Limited Partnership and MedSurg Industries, Inc. (incorporated by reference to Exhibit 10.30 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.16 Third Amendment to Lease, dated September 9, 1994, between M.S.I. Limited Partnership nd Medsurg Industries, Inc. (incorporated by reference to Exhibit 10.31 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.17 Lease Agreement, dated October 4, 1990, between Minnetonka Business Associates and Creative Research and Manufacturing, Inc. (incorporated by reference to Exhibit 10.35 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.18 Agreement to Extend Lease, dated October 7, 1991, between Minnetonka Business Associates and Creative Research and Manufacturing, Inc. (incorporated by reference to Exhibit 10.36 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.19 Agreement to Extend Lease, dated June 23, 1993, between Minnetonka Business Associates and Creative Research and Manufacturing, Inc. (incorporated by reference to Exhibit 10.37 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.20 Agreement to Extend Lease dated June 27, 1995, between 7100 Building Company Limited Partnership and Creative Research and Manufacturing, Inc. (incorporated by reference to Exhibit 10.27 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.21 Form of Indemnity Agreement entered into between the Company and certain of its officers and directors (incorporated by reference to Exhibit 10.45 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.22 Amended and Restated Credit Agreement dated as of August 30, 1996, among the Company, MedSurg, Microtek, White Knight, the Guarantors named therein, the Lenders named therein and The Chase Manhattan Bank (incorporated by referenced to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 13, 1996). 10.23 Lease Agreement, dated November 18, 1994, between Weeks Realty, L.P. and the Company (incorporated by reference to Exhibit 10.38 filed with the Company's Annual Report on Form 10-K for the period ended December 31, 1994) 10.24 1995 Nonemployee Director Stock Option Plan (incorporated by reference to Exhibit 10.39 filed with the Company's Annual Report on Form 10-K for the period ended December 31, 1994) 10.25 Agreement and Lease dated October 1, 1992 between Industrial Development Authority of the City of Douglas, Arizona and White Knight Healthcare, Inc. (incorporated by reference to Exhibit 10.41 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.26 Product Purchase and Supply Agreement dated February 8, 1993 between White Knight Healthcare, Inc. and Sterile Concepts, Inc. (incorporated by reference to Exhibit 10.42 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.27 Non-Negotiable Promissory Note in the original principal amount of $2,304,000.00 dated February 8, 1993 between White Knight Healthcare, Inc. and Sterile Concepts, Inc. (incorporated by reference to Exhibit 10.43 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.28 Non-Negotiable Promissory Note in the original principal amount of $1,278,500.00 dated February 8, 1993 between White Knight Healthcare, Inc. and Sterile Concepts, Inc. (incorporated by reference to Exhibit 10.44 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.29 Form of Non-Negotiable Promissory Note in the original Principal amount of $750,000 dated September 15, 1995 between the Company and Ali R. Momtaz (incorporated by reference to Exhibit 10.46 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.30 Distribution and Marketing Agreement dated September 15, 1995 between the Company and Sterile Concepts, Inc. (incorporated by reference to Exhibit 10.48 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.31 Agreement, dated November 1, 1992 between Struble & Moffitt Company and United Food and Commercial Workers Union Local 1360, chartered by United Food and Commercial Workers, AFL-CIO (incorporated by reference to Exhibit 10.49 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.32 Agreement, dated March 18, 1995 between White Knight Hospital Disposables and United Food and Commercial Workers Local 99R (incorporated by reference to Exhibit 10.50 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.33 Labor Contract, dated July 22, 1994, between Union of Industrial, Related and Similar Workers of the Municipality of Agua Prieta, Sonora, C.R.O.M. and Industrias Apson, S.A. de C.V. (incorporated by reference to Exhibit 10.51 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.34 Lease Agreement dated June 21, 1995 between Caballeros Blanca, S.A. de C.V. and Constuctora Immobiliaria del Norte de Doahuila, S.A. de C.V. (incorporated by reference to Exhibit 10.53 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.35 Lease, dated August 1, 1987, between HARP, a division of M.B. Haynes Electric Corporation, and Mars/White Knight, a division of Work Wear Corporation, Inc., as amended by Addendum No. 1 dated July 6, 1987, Addendum No. 2 dated July 6, 1987, Addendum No. 3 dated May 14, 1990, Addendum No. 4, dated June 17, 1992, second Addendum No.4 dated June 28, 1993, Addendum No. 5 dated May 26, 1994, Addendum No. 6 dated July 11, 1995, and Addendum No. 7 dated September 202, 1995 (incorporated by reference to Exhibit 10.55 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.36 Lease, dated October 1, 1995, between SafeWaste Corporation and Highwoods/Forsyth Limited Partnership (incorporated by reference to Exhibit 10.56 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 438869.1 5 10.37 1995 Employee Stock Purchase Plan, as amended by First Amendment dated July 1, 1995 (incorporated by reference to Exhibit 10.57 filed with the Company's Registration Statement on Form S-1 File No. 33-97086) 10.38 Second Amendment to 1995 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.58 to the Company vs. Annual Report on Form 10-K for the period ended December 31, 1995) 10.39* Third Amendment to 1995 Employee Stock Purchase Plan 10.40 Asset Exchange Agreement dated July, 1995 between Microtek and Xomed, Inc. (incorporated by reference to Exhibit 10.9 to Microtek's Annual Report on Form 10-K for the period ended November 30, 1995). 10.41 Asset Purchase Agreement dated November 30, 1995 among Microtek, Medi-Plast International, Inc. and certain affiliates of Medi-Plast International, Inc. (incorporated by reference to Microtek's Current Report on Form 8-K dated December 8, 1995). 10.42 Asset Purchase Agreement dated April 27, 1996 between Microtek and Advanced Instruments, Inc. (incorporated by reference to Exhibit 2.1 to Microtek's Current Report on Form 8-K dated May 15, 1996). 10.43 Employment Agreement dated December 31, 1993 between Michael Sahady MedSurg Industries, Inc., Creative Research and Manufacturing, Inc. and the Company (incorporated by reference to Exhibit 10.1 filed with the Company's Registration Statement on Form S-1, File No. 33-83474). 10.44 Amendment to Employment Agreement dated as of May 24, 1996 between Michael Sahady, MedSurg Industries, Inc., Creative Research and Manufacturing, Inc. and the Company. 10.45 Employment Agreement dated December 31, 1993 between Kenneth Newsome, MedSurg Industries, Inc., Creative Research and Manufacturing, Inc. and the Company (incorporated by reference to Exhibit 10.2 filed with the Company's Registration Statement on Form S-1, File No. 33-83474) 10.46 Amendment to Employment Agreement dated as of December 31, 1996 between Kenneth Newsome, MedSurg Industries, Inc., Creative Research and Manufacturing, Inc. and the Company. 10.47 Form of Sixth Amendment of Isolyser Company, Inc. Stock Option Plan 11.1* Statement re: computation of per share earnings 21.1* Subsidiaries of the Company 23.1* Consent of Deloitte & Touche LLP 23.2* Consent of KPMG Peat Marwick LLP 27.1* Financial Data Schedule
* Previously filed (b) Reports on Form 8-K: (1) Form 8-K, dated December 19, 1996, regarding Other Events 438869.1 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 on June 11, 1997. ISOLYSER COMPANY, INC. By: Gene R. McGrevin Gene R. McGrevin, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on June 11, 1997. SIGNATURE TITLE Gene R. McGrevin President Gene R. McGrevin Chairman of the Board of Directors (principal executive officer) Peter Schmitt Vice President of Finance, Peter Schmitt Chief Financial Officer and Treasurer (principal financial and accounting officer) Travis W. Honeycutt Executive Vice President, Travis W. Honeycutt Secretary and Director Dan R. Lee Executive Vice President Dan R. Lee and Director Rosdon Hendrix Director Rosdon Hendrix Kenneth F. Davis Director Kenneth F. Davis Olivia F. Kirtley Director Olivia F. Kirtley 438869.1 7 EX-10.44 2 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and entered into as of the 24th day of May, 1996, by Isolyser Company, Inc., a Georgia corporation (hereinafter "Isolyser"), MedSurg Industries, Inc., a Georgia corporation formerly known as MedSurg Acquisition Corp. (hereinafter "MedSurg"), Creative Research and Manufacturing, Inc., a Georgia corporation formerly known as Creative Acquisition Corp. (hereinafter "Creative Research") (Isolyser, MedSurg and Creative Research being hereinafter collectively referred to as the "Company"), and Michael Sahady (hereinafter "Sahady"). W I T N E S S E T H: WHEREAS, the Company and Sahady entered into an Employment Agreement, dated as of December 31, 1993 (the "Employment Agreement"); and WHEREAS, Sahady has elected to resign his position as an executive officer of the Company and the Company has accepted such resignation; and WHEREAS, the Company and Sahady desire to amend the Employment Agreement, upon the terms and conditions set forth herein. NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereto, each intending to be legally bound, do hereby agree as follows: 1. Change in Relationship. (a) Upon the terms and conditions set forth in this Amendment, Sahady hereby resigns and the Company hereby accepts the resignation of Sahady as an Executive Vice President of Isolyser and the President of MedSurg and Creative Research. (b) Sahady hereby resigns as a director of Isolyser, MedSurg and Creative Research. Sahady has concurrently executed and delivered to the Company his letter of resignation from such directorships in the form attached hereto at Exhibit A and incorporated herein by reference. (c) For the balance of the term of the Employment Agreement (namely, through December 31, 1996) and continuing thereafter until December 31, 1997, Sahady shall continue as an employee of Isolyser with the title of "Special Assistant to the Chief Executive". As such, he shall assist the Company faithfully and diligently to achieve its business objectives as may from time to time be requested by the president and chief executive officer of Isolyser, and shall take no action which would be contrary to such objectives. Sahady, however, shall not be required to perform duties at variance to duties assigned to senior executive level personnel of the Company. As such Special Assistant, Sahady shall no longer have any policy-making or staff authority on behalf of the Company and shall have no authority to bind the Company to any obligations. 332647.1 (d) Section 4 of the Employment Agreement captioned "Duties" is hereby deleted. Sahady shall not be required to devote his full working time and attention to the business of Isolyser, and may be engaged in other activities, to which he shall be entitled to devote a substantial portion of his time. 2. Compensation and Benefits. In lieu of all compensation and benefits set forth in Sections 5 and 7 of the Employment Agreement, Sahady shall be entitled to the following: (a) A base salary as set forth in Section 5(a) of the Employment Agreement in the amount of $175,000 per year through and including December 31, 1997 so long as Sahady is not in breach of the Employment Agreement, as herein amended, or Non-Compete (as hereinbelow defined), as now or hereafter amended, following five days notice of any such breach by Isolyser to Sahady. (b) The fringe benefits set forth in Section 5(c) of the Employment Agreement through and including December 31, 1996. Sahady acknowledges and agrees that all such fringe benefits shall cease and terminate at December 31, 1996 notwithstanding Sahady's continued employment as provided in this Amendment through and including December 31, 1997, except that Sahady shall continue to be eligible for participation in the Company's group health insurance, life insurance and disability insurance on the same basis as other Company employees through December 31, 1997. Isolyser shall maintain, at Isolyser's sole cost and expense, the additional life insurance policies identified in the last three sentences of Section 5(c) of the Employment Agreement, through and including December 31, 1996, and effective as of January 1, 1997, the Company shall assign all rights to such policies to Sahady, without charge to Sahady. The Company shall have no obligation in respect to any of such policies subsequent to December 31, 1996. (c) The sum of $27,073.88, subject to applicable withholding, in satisfaction of all accrued but unused paid absences due to Sahady through the date hereof. From and after the date hereof, Sahady agrees that he shall no longer accrue paid absences or be entitled to compensation for same. (d) The obligation of the Company to pay the base salary set forth in Section 2(a) of this Amendment is not conditional upon, and shall be payable through December 31, 1997, notwithstanding the death or disability of Sahady. 3. Protective Covenants. Section 10(e)of the Employment Agreement and Section 1 of that certain Covenant and Agreement Not to Compete (the "Non-Compete") dated December 31, 1993, by Sahady and others in favor of the Company are and shall hereby be terminated prospectively from and after the date hereof. Sahady acknowledges and agrees that the other covenants included therein, including, without limitation, the covenants against disclosure of confidential information and solicitation of Company employees and customers, shall: 332647.1 -2- (a) continue in full force and effect and are hereby ratified and confirmed by Sahady, and (b) survive this Amendment in accordance with the terms of such covenants and shall be binding upon Sahady through December 31, 1998 (or such longer period as may be applicable for the protection of confidential information or trade secrets). 4. Other Matters. (a) Section 6 of the Employment Agreement captioned "Working Facilities" is hereby deleted. (b) Sahady acknowledges that he has submitted vouchers and received reimbursement for all business expenses to which he is entitled reimbursement under Section 7 of the Employment Agreement. The Company shall have no further obligations under Section 7 of the Employment Agreement, except the Company shall be obligated to reimburse Sahady for any expenses reasonably and necessarily incurred by him in the carrying out of any services specifically requested of Sahady by the President and Chief Executive Officer of Isolyser. (c) This Agreement does not modify or cancel the terms and provisions of any options (collectively, the "Stock Options") previously awarded Sahady for the purchase of common stock of Isolyser, and such options shall remain in full force and effect without modification or amendment. The parties acknowledge and agree that Sahady's employment by the Company shall continue through and including December 31, 1997, and that such date, except in the event of Sahady's death, will be the effective date for the termination of Sahady's employment under the Stock Options. 5. Releases. (a) In consideration of the covenants of the Company contained in this Amendment, Sahady hereby irrevocably and unconditionally releases, waives, remises, forever discharges and agrees not to sue the Company and/or any and all parent companies, divisions, subsidiaries, affiliates and other related entities of the Company, as well as each of the Company's past, present and future owners, directors, officers, employees, and the predecessors, successors and assigns of each of them in their personal or corporate capacities, and all of their attorneys (collectively, the "Released Parties"), from and with respect to any and all liabilities, actions, claims, obligations, damages, causes of action, contracts, accounts, agreements and demands of any nature whatsoever that Sahady has, may have or may claim to have against any of the Released Parties, whether known or unknown, liquidated or unliquidated, in law or in equity, whether arising under any local, state or federal constitutions, laws, rules or regulations, or under the common law or statutory law of the United States prohibiting employment discrimination based on race, color, sex, religion, handicap disability, national origin or any other protected category or characteristic, including the Civil Rights Act of 1964, the Civil Rights Act of 1986 or 1871, the National Labor Relations Act or any other federal, state or local 332647.1 -3- human rights, civil rights or employment discrimination statute, including any claim arising under the AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, as amended ("ADEA"), any rules or regulations arising under such laws, and any and all claims relating to Sahady's employment or termination thereof, including, but not limited to, any claims under the doctrines of defamation, libel, slander, invasion of privacy, interference with contractual relations, or implied contracts arising from employee handbooks, policies, manuals or statements of procedure and wrongful discharge, it being the intention of the Company and Sahady to make this release as broad and as general as the law permits to include in addition to the foregoing all possible claims which arose or might arise out of contract or tort under state or federal law. (b) In consideration of the covenants of Sahady contained in this Amendment, the Company hereby irrevocably and unconditionally releases, waives, remises, forever discharges and agrees not to sue, or otherwise claim payment to be due to or from Sahady, his heirs or personal representatives, arising out of Sahady's capacity as an employee, stockholder, officer or former officer, from and with respect to any and all liabilities, actions, claims, obligations, damages, causes of action, contracts, accounts, agreements and demands of any nature whatsoever that the Company or any of the Company's stockholders, officers or employees has, may have or may claim to have against Sahady, whether known or unknown, liquidated or unliquidated, in law or in equity, whether arising under any local, state or federal constitutions, laws, rules or regulations, or under common law or statutory law of the United States, and any and all claims relating to Sahady's employment, including, but not limited to, any claims under the doctrines of defamation, libel, slander, invasion of privacy, or interference with contractual relations, it being the intention of the Company and Sahady to make this release as broad and as general as the law permits to include in addition to the foregoing all possible claims which arose or might arise out of contract or tort under state or federal law. (c) Nothing contained in Subsection (a) or (b) of this Section 5 shall restrict or otherwise impair in any manner the rights or obligations of any parties arising under and by virtue of (i) the Employment Agreement, as amended by this Amendment, (ii) this Amendment, (iii) that certain Indemnity Agreement effective as of October 20, 1994 between Isolyser and Sahady, (iv) the Stock Options, (v) the Non-Compete or (vi) any amendment or modification of any of the foregoing. 6. Return of Property. Sahady hereby warrants and represents that, as of the date of this Amendment, Sahady has delivered to the Company or its designee (a) all keys to the Company's offices, (b) all Company credit cards in his possession, and (c) any Company files, records or equipment kept in or maintained by him in his office or elsewhere (including all copies thereof). 7. Workers' Compensation. Sahady represents that, as of the date of this Amendment, he has not, and agrees that he will not, make any claims under Workers' Compensation Insurance with respect to Sahady's period of employment at the Company. 332647.1 -4- 8. Continuing Obligations. Except as otherwise expressly modified by this Amendment, the terms and conditions of the Employment Agreement and Non-Compete shall continue to be in full force and effect. 9. Disclosure. (A) SAHADY SHOULD CAREFULLY READ AND UNDERSTAND THE TERMS, CONDITIONS AND EFFECTS OF THIS AMENDMENT. THIS IS A LEGAL DOCUMENT, AND SAHADY IS ADVISED THAT HE SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AMENDMENT. (B) PURSUANT TO THE TERMS OF THE ADEA, SAHADY IS ADVISED TO CONSIDER THIS AMENDMENT FOR A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS AFTER THE DATE OF RECEIPT BEFORE SAHADY EXECUTES THIS AMENDMENT. AFTER SAHADY SIGNS THIS AMENDMENT AND RETURNS IT TO THE COMPANY, SAHADY HAS SEVEN (7) CALENDAR DAYS IN WHICH TO NOTIFY THE COMPANY THAT SAHADY HAS DECIDED TO WITHDRAW HIS ACCEPTANCE OF THIS AMENDMENT. THIS AMENDMENT (OTHER THAN SECTION 1 WHICH IS EFFECTIVE) WILL NOT BECOME EFFECTIVE OR ENFORCEABLE AND NO PAYMENTS WILL BE MADE HEREUNDER UNTIL THE END OF THE SEVEN DAY REVOCATION PERIOD, AT WHICH TIME THE AMENDMENT SHALL BECOME EFFECTIVE AND ENFORCEABLE. 10. Miscellaneous. (a) All capitalized terms which are not defined herein shall have the meanings set forth in the Employment Agreement. (b) Each party agrees that he or it will refrain from any communication to third parties which denigrates, disparages or criticizes the other party hereto. (c) This Agreement and all the terms, provisions and conditions hereof shall be binding upon and inure to the benefit of and be enforceable by the heirs and personal representatives of Sahady. (d) The Company and Sahady represent that, as of the date of execution and delivery of this Amendment by each of them, no breach of the Employment Agreement, as amended by this Amendment, has occurred which is within the actual knowledge of the parties so representing. [SIGNATURES ON FOLLOWING PAGE] 332647.1 -5- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written. ISOLYSER COMPANY, INC. By: Its: MEDSURG INDUSTRIES, INC. By: Its: CREATIVE RESEARCH AND MANUFACTURING, INC. By: Its: MICHAEL SAHADY Date: 332647.1 -6- EXHIBIT "A" May 24, 1996 The Board of Directors Isolyser Company, Inc. MedSurg Industries, Inc. Creative Research and Manufacturing, Inc. Gentlemen: Effective immediately, I hereby resign as a member of the Board of Directors. Sincerely, Michael Sahady 332647.1 -7- EX-10.46 3 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and entered into as of the 31st day of December, 1996, by Isolyser Company, Inc., a Georgia corporation (hereinafter "Isolyser"), MedSurg Industries, Inc., a Georgia corporation formerly known as MedSurg Acquisition Corp. (hereinafter "MedSurg"), Creative Research and Manufacturing, Inc., a Georgia corporation formerly known as Creative Acquisition Corp. (hereinafter "Creative Research") (Isolyser, MedSurg and Creative Research being hereinafter collectively referred to as the "Company"), and Kenneth Newsome (hereinafter "Newsome"). W I T N E S S E T H: WHEREAS, the Company and Newsome entered into an Employment Agreement, dated as of December 31, 1993 (the "Employment Agreement"); and WHEREAS , Newsome has resigned his position as an executive officer of the Company and the Company has accepted such resignation; and WHEREAS, the Company and Newsome desire to amend the Employment Agreement, upon the terms and conditions set forth herein, to memorialize the terms of such resignation. NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereto, each intending to be legally bound, do hereby agree as follows: 1. Employment Termination. Effective December 31, 1996, Newsome resigns his employment with the Company, and the Company accepts such resignation on the terms and conditions set forth in this Agreement. 2. Severance Benefits. (a) Consulting Payments. Until that date (the "Expiration Date") which is the earlier to occur of June 30, 1997 or that date on which the new business venture in which Newsome is participating shall receive funding, the Company shall pay to Newsome a consulting fee (the "Consulting Fee") at the rate of $135,000 per annum. The Consulting Fee shall be payable in the same manner as Newsome's salary has previously been paid by the Company. The Company shall be entitled to offset against the Consulting Fee any applicable payroll taxes. (b) Health Insurance. Subject to Newsome's proper election to continue his health insurance coverage under COBRA for himself and/or his dependents, the Company will pay for or reimburse Newsome for the cost of COBRA coverage through the Expiration Date. (c) No Other Benefits. Except as set forth in this Section 2 and in Section 4 below, Newsome acknowledges that neither he nor his dependents shall be entitled to participate in any other compensation (including, without limitation, unused leave at January 1, 1997) or fringe benefits which are or may from time to time be provided by the Company including, without limitation, such fringe benefits described in Section 5(c) of the Employment Agreement. 391471.1 3. Protective Covenants. Newsome acknowledges and agrees that the protective covenants set forth in Section 10 of the Employment Agreement, including, without limitation, the covenants against disclosure of confidential information, solicitation of Company employees and customers, and competition shall: (a) Continue in full force and effect and are hereby ratified and confirmed by Newsome, and (b) Survive this Amendment in accordance with the terms of such covenants and shall be binding upon Newsome for the respective survival times set forth in the Employment Agreement from a December 31, 1996 termination date. 4. Other Matters. (a) Except for those provisions of the Employment Agreement which by their respective nature survive the termination of the Employment Agreement (including, without limitation, Section 10 of the Employment Agreement), the parties acknowledge that the Employment Agreement has terminated. (b) Newsome acknowledges that he has submitted vouchers and received reimbursement for all business expenses to which he is entitled reimbursement under Section 7 of the Employment Agreement. The Company shall have no further obligations under Section 7 of the Employment Agreement. (c) Prior to the execution and delivery of this amendment by the parties, the Compensation Committee has awarded to Newsome a non-qualified stock option under the Company's Stock Option Plan for the purchase of up to 124,000 shares of common stock of Isolyser upon and subject to the terms and conditions set forth in a separate non-qualified stock option agreement (the "Stock Option") entered into between Isolyser and Newsome in replacement of all stock options previously awarded to Newsome which have been canceled by virtue of such Stock Option. This Amendment does not modify the Stock Option. 5. Releases. (a) In consideration of the covenants of the Company contained in this Amendment, Newsome hereby irrevocably and unconditionally releases, waives, remises, forever discharges and agrees not to sue the Company and/or any and all parent companies, divisions, subsidiaries, affiliates and other related entities of the Company, as well as each of the Company's past, present and future owners, directors, officers, employees, and the predecessors, successors and assigns of each of them in their personal or corporate capacities, and all of their attorneys (collectively, the "Released Parties"), from and with respect to any and all liabilities, actions, claims, obligations, damages, causes of action, contracts, accounts, agreements and demands of any nature whatsoever that Newsome has, may have or may claim to have against any of the Released Parties, whether known or unknown, liquidated or unliquidated, in law or in equity, whether arising under any local, state or federal constitutions, laws, rules or regulations, or under the common law or statutory law of the United States prohibiting employment discrimination based on race, color, sex, religion, handicap disability, national 391471.1 -2- origin or any other protected category or characteristic, including the Civil Rights Act of 1964, the Civil Rights Act of 1986 or 1871, the National Labor Relations Act or any other federal, state or local human rights, civil rights or employment discrimination statute, including any claim arising under the AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, as amended ("ADEA"), any rules or regulations arising under such laws, and any and all claims relating to Newsome's employment or termination thereof, including, but not limited to, any claims under the doctrines of defamation, libel, slander, invasion of privacy, interference with contractual relations, or implied contracts arising from employee handbooks, policies, manuals or statements of procedure and wrongful discharge, it being the intention of the Company and Newsome to make this release as broad and as general as the law permits to include in addition to the foregoing all possible claims which arose or might arise out of contract or tort under state or federal law. (b) In consideration of the covenants of Newsome contained in this Amendment, the Company hereby irrevocably and unconditionally releases, waives, remises, forever discharges and agrees not to sue, or otherwise claim payment to be due to or from Newsome, his heirs or personal representatives, arising out of Newsome's capacity as an employee, stockholder, officer or former officer, from and with respect to any and all liabilities, actions, claims, obligations, damages, causes of action, contracts, accounts, agreements and demands of any nature whatsoever that the Company or any of the Company's stockholders, officers or employees has, may have or may claim to have against Newsome, whether known or unknown, liquidated or unliquidated, in law or in equity, whether arising under any local, state or federal constitutions, laws, rules or regulations, or under common law or statutory law of the United States, and any and all claims relating to Newsome's employment, including, but not limited to, any claims under the doctrines of defamation, libel, slander, invasion of privacy, or interference with contractual relations, it being the intention of the Company and Newsome to make this release as broad and as general as the law permits to include in addition to the foregoing all possible claims which arose or might arise out of contract or tort under state or federal law. (c) Nothing contained in Subsection (a) or (b) of this Section 5 shall restrict or otherwise impair in any manner the rights or obligations of any parties arising under and by virtue of (i) the Employment Agreement, as amended by this Amendment, (ii) this Amendment, or (iii) the Stock Option. 6. Return of Property. Newsome hereby warrants and represents that, as of the date of this Amendment, Newsome has delivered to the Company or its designee (a) all keys to the Company's offices, (b) all Company credit cards in his possession, and (c) any Company files, records or equipment (including, without limitation, the Company's computer and printer, together with all software and magnetic media of the Company associated therewith, located at Newsome's residence) kept in or maintained by him in his office or elsewhere (including all copies thereof). 7. Workers' Compensation. Newsome represents that, as of the date of this Amendment, he has not, and agrees that he will not, make any claims under Workers' Compensation Insurance with respect to Newsome's period of employment at the Company. 391471.1 -3- 8. Consulting Services. For the consideration elsewhere set forth in this Amendment, Newsome agrees to serve as a consultant to the Company as set forth in this Section. Upon the request from time to time of any president or vice president of the Company, Newsome will (i) advise as requested regarding the management and operations of the Company, (ii) provide information about the Company's prior business transactions and performance, and (iii) provide other assistance and information which is reasonably desired by the Company and which is of the type consistent with the services provided by Newsome to the Company immediately prior to his resignation from employment. Newsome agrees to provide a minimum of 32 hours per month of such consulting services until the Expiration Date at which time the consulting services shall cease. When reasonably feasible, Newsome may provide such advice, information and assistance over the telephone. From time to time the Company may request, however, that Newsome meet with representatives of the Company at the offices or other facilities of the Company to provide such consulting services. Upon submission by Newsome of vouchers in form reasonably satisfactory to the Company, the Company shall reimburse Newsome for all reasonable third party out-of-pocket expenses directly incurred by Newsome (other than overhead expenses) in the performance of his consulting services hereunder in a manner consistent with the regular practices of the Company. Newsome agrees to coordinate in advance with appropriate personnel of the Company prior to incurring any such expenses other than immaterial expenses. 9. Miscellaneous. (a) Any capitalized terms which are not defined herein shall have the meanings set forth in the Employment Agreement. (b) Each party agrees that he or it will refrain from any communication to third parties which denigrates, disparages or criticizes the other party hereto. (c) This Agreement and all the terms, provisions and conditions hereof shall be binding upon and inure to the benefit of and be enforceable by the heirs and personal representatives of Newsome. (d) The Company and Newsome represent that, as of the date of execution and delivery of this Amendment by each of them, no breach of the Employment Agreement, as amended by this Amendment, has occurred which is within the actual knowledge of the parties so representing. [SIGNATURES ON FOLLOWING PAGE] 391471.1 -4- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written. ISOLYSER COMPANY, INC. By: Its: MEDSURG INDUSTRIES, INC. By: Its: CREATIVE RESEARCH AND MANUFACTURING, INC. By: Its: KENNETH NEWSOME Date: 391471.1 -5- EX-10 4 SIXTH AMENDMENT TO STOCK OPTION PLAN SIXTH AMENDMENT OF ISOLYSER COMPANY, INC. STOCK OPTION PLAN WHEREAS, by at least a majority vote of the holders of the outstanding capital stock of Isolyser Company, Inc. (the "Company") who voted on said matter at the annual shareholders meeting of the Company held on April 28, 1992, the Company approved, ratified and affirmed that certain Stock Option and Alternate Rights Plan (as amended to date, the "Plan"); and WHEREAS, by at least a majority vote of the holders of the outstanding capital stock of the Company who voted on said matter at the shareholders meetings of the Company held (i) on April 19, 1994, the Company amended the Plan to increase the number of shares reserved for options and subject to alternate rights under the Plan from 1,400,000 shares of common stock to 1,566,076 shares of common stock (as adjusted for the Company's October 2, 1995 two for one stock split) and to change the name of the Plan to "Stock Option Plan", (ii) on April 27, 1995, the Company amended the Plan to increase the number of shares reserved for options and subject to alternate rights under the Plan from 1,566,076 to 2,400,000 shares of common stock (as adjusted for the Company's October 2, 1995 two for one stock split), (iii) on May 16, 1996, the Company amended the Plan to increase the number of shares reserved for options and subject to alternate rights under the Plan from 2,400,000 to 3,600,000 shares of common stock, and (iv) on August 30, 1996, the Company amended the Plan for various purposes including, without limitation, an increase in the number of shares reserved for options and subject to alternate rights from 3,600,000 to 4,400,000; and WHEREAS, the Board of Directors has resolved to further amend the Plan as hereinbelow more particularly set forth. NOW, THEREFORE, the Plan is hereby amended as follows: 1. Defined Terms. Initially capitalized terms used in this Amendment which are not otherwise defined by this Amendment are used with the same meaning ascribed to such terms in the Plan. 2. Amendment. Section 5.1 of the Plan is amended by deleting the number "4,400,000" (such figure having been adjusted to reflect the Company's October 2, 1995 two for one stock split) appearing therein and inserting in lieu thereof the number "4,800,000" (such figure having been adjusted to reflect the Company's October 2, 1995 two for one stock split). 3. Effectiveness. Section 2 of this Amendment shall not become effective unless and until such provisions are approved by at least a majority vote of the holders of the outstanding capital stock of the Company present, or represented, and entitled to vote on such matter at a meeting of shareholders duly called and convened within one (1) year following the date hereof. 422704.1 4. Ratification. Except as hereinabove amended and modified, the Plan is approved, ratified and affirmed without further modification or amendment. IN WITNESS WHEREOF, the Company has caused this Sixth Amendment to be executed on April 4, 1997, in accordance with Article XII of the Plan and the authority provided by the Board of Directors. ISOLYSER COMPANY, INC. By: Name: Dan R. Lee Title: Vice President and Chief Financial Officer 422704.1 -----END PRIVACY-ENHANCED MESSAGE-----