-----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, KKvyYseeU54VYnyMbLW9MD3byXENbmgmArZhVGx/ZIHFkZJt8TIqjBwOnP4jC02L w64mZ3aSQ2B7abC6Zdj6bA== 0000930661-02-000122.txt : 20020413 0000930661-02-000122.hdr.sgml : 20020413 ACCESSION NUMBER: 0000930661-02-000122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020118 ITEM INFORMATION: Other events FILED AS OF DATE: 20020118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RETRACTABLE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000946563 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 752599762 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16465 FILM NUMBER: 2512675 BUSINESS ADDRESS: STREET 1: 511 LOBO LANE CITY: LITTLE ELM STATE: TX ZIP: 75068-0009 BUSINESS PHONE: 9722941010 MAIL ADDRESS: STREET 1: 511 LOBO LANE CITY: LITTLE ELM STATE: TX ZIP: 75068-0009 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported) January 18, 2002 -------------------------------- Retractable Technologies, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Texas 000-30885 75-2599762 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 511 Lobo Lane, Little Elm, Texas 75068-0009 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (972) 294-1010 ------------------------------ None - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5 OTHER EVENTS On January 18, 2002, the Registrant issued a press release, a copy of which is attached to this Form 8-K as exhibit 99.1. 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 hereunto duly authorized. DATE: January 18, 2002 RETRACTABLE TECHNOLOGIES, INC. (Registrant) By: /s/ Thomas J. Shaw --------------------------- THOMAS J. SHAW CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release of Retractable Technologies, Inc. issued January 18, 2002 99.2 Royalty Waiver Agreement EX-99.1 3 dex991.txt PRESS RELEASE - 1-18-02 EXHIBIT 99.1 Friday January 18, 9:30 am Eastern Time PRESS RELEASE SOURCE: Retractable Technologies, Inc. Retractable Technologies, Inc. Receives Contribution From CEO and Spouse Through Royalty Transaction LITTLE ELM, Texas--(BW HealthWire)--Jan. 18, 2002---Retractable Technologies, Inc. (AMEX:RVP - news) a leading maker of safety needle devices, has received a $1 million increase to the shareholders' equity position by removal of a payable obligation for this same amount. This has occurred as a result of a decision by Retractable's Chairman, President and CEO Thomas J. Shaw and his wife Suzanne, to forego $1,000,000 in royalties. "It has always been our intention to donate a significant portion of royalties we received from sales of VanishPoint(R) automated retraction technology to help reduce the spread of AIDS. Retractable has made major contributions in raising public awareness, domestically and internationally, of the importance of utilizing safe, effective needle products. My wife and I are very pleased to be able to provide support of this kind," Mr. Shaw said. The Shaws have previously donated royalty proceeds to the Lawrence/McWhorter Foundation. The 5% royalty that Retractable pays for the exclusive right to manufacture and sell the VanishPoint(R) products, was granted for patents that Mr. Shaw developed before he founded the company. "This transaction strengthens Retractable's balance sheet by removing a liability and increasing stockholders' equity. The $1,000,000 represents more than 85% of the royalties payable to Mr. Shaw for 2001 sales and is a significant benefit to Retractable," said Douglas W. Cowan, Chief Financial Officer. Retractable manufactures and markets VanishPoint(R) automated retraction safety syringes and blood collection devices, which virtually eliminate health care worker exposure to accidental needlestick injuries. These revolutionary devices use a patented friction ring mechanism that causes the contaminated needle to retract automatically from the patient into the barrel of the device. VanishPoint(R) safety needle devices are distributed to the acute care hospital market by Abbott Laboratories (NYSE:ABT - news) and to the alternate care market by various specialty and general line distributors. For more information on Retractable, visit our Web site at www.vanishpoint.com. The Lawrence/McWhorter Foundation is a non-profit organization that focuses on HIV/AIDS prevention education for underserved and at risk populations. The Foundation's present focus is a concentration in rural communities in North Texas. For more information on the Lawrence/McWhorter Foundation, please contact Catharine McGowan at (972) 294-4061. Forward-looking statements in this press release are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 and reflect the company's current views with respect to future events. The company believes that the expectations reflected in such forward-looking statements are accurate. However, the company cannot assure you that such expectations will occur. The company's actual future performance could differ materially from such statements. Factors that could cause or contribute to such differences include, but are not limited to: the impact of dramatic increases in demand; the company's ability to quickly increase its production capacity in the event of a dramatic increase in demand; the company's ability to continue to finance research and development and operations and expansion of production through equity and debt financing, as well as sales; the increased interest of larger market players in providing safety needle devices; and other risks and uncertainties that are detailed from time to time in the company's periodic reports filed with the Securities and Exchange Commission. Contact: Retractable Technologies, Inc. Investor Contact Douglas W. Cowan, 888/806-2626 or 972/294-1010 rtifinancial@vanishpoint.com ---------------------------- or Media Contact Phillip L. Zweig, 212/490-0811 or 214/912-7415 (cell) plzweig@aol.com --------------- or The Lawrence/McWhorter Foundation Catharine McGowan, 972/294-4061 LMFoundation@aol.com -------------------- EX-99.2 4 dex992.txt ROYALTY WAIVER AGREEMENT EXHIBIT 99.2 ROYALTY WAIVER AGREEMENT ------------------------ This Royalty Waiver Agreement (hereinafter called the "Waiver Agreement") is entered into by and among Retractable Technologies, Inc., a Texas corporation (hereinafter called "RTI"), and Thomas J. Shaw and his wife, Suzanne M. August (hereinafter collectively "Shaw"), which are hereinafter collectively referred to as the "Parties." RECITALS -------- WHEREAS, the Parties entered into a Technology License Agreement (hereinafter called the "License Agreement") dated June 23, 1995; and WHEREAS, under the License Agreement, Shaw is to be paid certain consideration in the form of a Five Percent (5%) royalty (the "Royalties") of gross sales of "Licensed Products" (as defined in the License Agreement) after returns; and WHEREAS, Shaw, a shareholder of RTI, wishes to make a contribution to RTI in the form of a waiver of his entitlement to unpaid Royalties accrued in the year 2001 in the amount of One Million Dollars ($1,000,000.00); AGREEMENT --------- NOW, THEREFORE, in consideration of the foregoing recitals, the agreements set forth below and other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. The foregoing recitals are true and correct, they constitute the basis for this Waiver Agreement, and they are incorporated into this Waiver Agreement for all purposes. 2. Shaw hereby irrevocably waives payment of and releases any and all claim to accrued and unpaid Royalties in the amount of One Million Dollars ($1,000,000.00) (hereinafter the "Waived 2001 Royalties"), payable by RTI for sales of "Licensed Products" during the year 2001 pursuant to the terms of the License Agreement. 3. It is expressly understood and agreed by the Parties that, with the exception of the Waived 2001 Royalties, nothing in this Waiver Agreement shall be construed to modify or amend the rights of the Parties as set forth in the License Agreement. 4. It is also understood and agreed that this Waiver Agreement and the License Agreement contain the entire agreement between the Parties and supersede any and all prior agreements, arrangements, or understandings between the Parties relating to the subject matter hereof. 5. RTI hereby agrees to indemnify Shaw for any incremental increase in his 2001 or 2002 federal income tax liability (including penalties and interest) which may arise from the Waived 2001 Royalties. RTI reserves the right to contest such additional tax liability on Mr. Shaw's behalf at its own expense. Should additional tax related to this transaction be due, RTI shall pay such tax, penalties, and interest, on a "grossed-up" basis, within ten days of the final assessment of the amount owed, if any, by Shaw. 6. It is understood and agreed that, in making this Waiver Agreement, the Parties expressly acknowledge that they have not relied upon any statement or representation pertaining to this matter made by either Party or by any person or persons representing them and that no representations, warranties, or promises of any kind, nature, or character whatsoever have been made, directly or indirectly, to induce them or any of them to execute and carry out the terms of this Waiver Agreement. 7. THIS WAIVER AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUDING ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE OF TEXAS LAW THAT MIGHT REFER THE GOVERNANCE, CONSTRUCTION, OR INTERPRETATION OF THIS WAIVER AGREEMENT TO THE LAWS OF ANOTHER STATE). 8. This Waiver Agreement, and all of the provisions hereof, shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 9. In the event that any one or more of the terms, provisions, or agreements that are contained in this Waiver Agreement shall be held by a Court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement of this Waiver Agreement and this Waiver Agreement shall be construed as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein. 10. It is understood and the Parties further state that each of them has carefully read this Waiver Agreement and knows the contents hereof and has signed the same as his or its own free act. IN WITNESS WHEREOF, the Parties have executed this Waiver Agreement effective as of January 18, 2002. RETRACTABLE TECHNOLOGIES, INC. BY: /s/ Steven R. Wisner ----------------------------------------- STEVEN R. WISNER EXECUTIVE VICE PRESIDENT, ENGINEERING AND PRODUCTION /s/ Thomas J. Shaw ----------------------------------------- THOMAS J. SHAW /s/ Suzanne M. August ----------------------------------------- SUZANNE M. AUGUST -----END PRIVACY-ENHANCED MESSAGE-----