-----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, KLoMLdwhjD6MuhP6BZze0DDN9TZkYBDynnnuj7UjTNiiWNI0LBI/R8/PmNfaWTB/ ZqdCcjNKeF6EnRoIxMm+lQ== 0000891618-98-002054.txt : 19980504 0000891618-98-002054.hdr.sgml : 19980504 ACCESSION NUMBER: 0000891618-98-002054 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UROQUEST MEDICAL CORP CENTRAL INDEX KEY: 0000948456 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 593176454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 333-07277 FILM NUMBER: 98606726 BUSINESS ADDRESS: STREET 1: 173 CONSTITUTION DR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6504635180 MAIL ADDRESS: STREET 1: 173 CONSTITUTION DR CITY: MENLO PARK STATE: CA ZIP: 94025 10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K (YEAR ENDED 12/31/97) 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 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: 0-20963 UROQUEST MEDICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 59-3176454 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 173 CONSTITUTION DRIVE, MENLO PARK, CA 94025 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(650) 463-5180 (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 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 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 of information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 20, 1998, the aggregate market value of the voting stock held by non-affiliates of the registrant is approximately $27,068,500 on the closing sale price as reported on the Nasdaq National Market on such date. Shares of Common Stock held by officers, directors and holders of more than 5% of the outstanding Common Stock have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of Common Stock outstanding on March 20, 1998 was 11,962,500. DOCUMENTS INCORPORATED BY REFERENCE Certain information is incorporated into Part III of this Report on Form 10-K by reference to the Registrant's Proxy statement for its 1998 Annual Meeting of Stockholders. ================================================================================ 2 EXPLANATORY NOTE On March 31, 1998, UroQuest Medical Corporation (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "Annual Report"), with the Securities and Exchange Commission. The purpose of this amendment to the Annual Report is to amend the cover page of the Annual Report to correct errors in the previously filed Annual Report. The Registrant 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 and the Registrant has been subject to such filing requirements for the past 90 days and disclosures of delinquent filers pursuant to Item 405 of Regulation S-K will be contained within the Registrant's definitive proxy statement. In addition, page 25 of the Annual Report is being amended to provide the information required by Item 401 of Regulation S-K with respect to Registrant's executive officers, pursuant to General Instruction G(3) of Form 10-K. 3 Tom E. Brandt.......................................... 9,408,897 110,043 Jack W. Lasersohn...................................... 9,162,303 356,637 Gary Nei............................................... 9,405,897 113,043 Maynard Ramsey, III, M.D. Ph.D......................... 9,408,897 110,043 Elizabeth H. Weatherman................................ 9,408,897 112,043
The Company's Stock Plan was amended and the number of shares of Common Stock reserved for issuance under the plan was increased by 2,000,000 shares to 3,428,571 shares with 5,842,177 votes in favor, 2,364,209 votes against, 549,202 abstentions and 763,412 non-votes. Ernst & Young LLP was ratified as the independent auditors of the Company for the fiscal year ending December 31, 1997 with 9,425,391 votes in favor, 11,467 votes against and 82,082 abstentions. EXECUTIVE OFFICERS As of December 31, 1997, the executive officers of the Registrant, who are elected by the board of directors, are as follows: TERRY E. SPRAKER, Ph.D., age 49, has been a director and President and Chief Executive Officer of the Company since May 1997. Before joining the Company, Dr. Spraker was President and Chief Executive Officer of EP Technologies, Inc., a manufacturer of interventional cardiac electrophysiology products, from October 1992 until August 1996. Prior to joining EP Technologies, Dr. Spraker was President of the Medical Systems Division of Ohmeda, an anesthesia and critical care products company, from July 1992 until October 1992 and V.P./General Manager of Anesthesia Systems from July 1987 through June 1992. Dr. Spraker held various general management and engineering positions with Ohmeda and other medical device and equipment manufacturers from October 1977 to June 1987. Dr. Spraker is also a director of Kyphon Corporation, a privately-held medical device company. Dr. Spraker holds a B.S. in Engineering from the University of Bridgeport, a M.S. in Electrical Engineering and a Ph.D. in Bioengineering from Pennsylvania State University. JEFFREY L. KAISER, age 47, has served as Vice President, Chief Financial Officer, Treasurer, and Secretary since May 1997. From March 1990 until June 1996, Mr. Kaiser was Vice President, Finance and Administration and Chief Financial Officer of EP Technologies, a manufacturer of interventional cardiac electrophysiology products From October 1988 until February 1990, Mr. Kaiser provided independent financial and business consulting services to various companies. From March 1982 until September 1988, Mr. Kaiser was Chief Financial Officer of various companies that manufactured computer hardware, styrofoam consumer products, and fermentation equipment. Previously, Mr. Kaiser held various positions, including Senior Audit Manager, with Ernst & Young. Mr. Kaiser holds a B.S. in Business Administration from Miami University, Oxford, Ohio. He is a Certified Public Accountant. THOMAS E. BRANDT, age 44, has been a director and Chief Operating Officer since October 1996. Mr. Brandt has served as President and Chief Executive Officer of Bivona, Inc. ("Bivona"), a subsidiary of the Company which produces and markets medical products, since June 1989. Prior to joining Bivona, Mr. Brandt held various management, marketing and engineering positions with Dow Corning Corporation, a chemical company. Mr. Brandt holds an M.B.A. from Central Michigan University and a B.S. in Engineering from Iowa State University. KEITH W.L. WARD, age 54, has served as Vice President, International since August 1997. From January 1996 until July 1997, Mr. Ward was Sales and Marketing Director, Europe, for the EP Technologies Division of Boston Scientific Corporation, following its merger with EP Technologies, Inc. From October 1993 until January 1996, Mr. Ward was Vice President, International of EP Technologies, a manufacturer of interventional cardiac electrophysiology products. From February 1986 until September 1993, Mr. Ward held various international marketing and business development positions in Ohmeda, a medical equipment and pharmaceutical manufacturer of anesthesia and critical care products. Prior to this time, Mr. Ward held marketing and general management positions in Sherwood Medical Industries and Abbott Laboratories. Mr. Ward holds a B.Sc.Hons. in Chemical Engineering from the University of Surrey, England. 25 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Report to be signed on its behalf by the undersigned, thereunto duly authorized in Menlo Park, California, on the 30th day of April 1998. UroQuest Medical Corporation By: /s/ TERRY E. SPRAKER, PH.D.* -------------------------------------- TERRY E. SPRAKER, PH.D. President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this amended Report has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE --------- ----- ---- /s/ TERRY E. SPRAKER, PH.D.* President, Chief Executive April 30, 1998 - --------------------------------------------------- Officer and Director Terry E. Spraker, Ph.D. (Principal Executive Officer) /s/ JEFFREY L. KAISER Vice President, Chief April 30, 1998 - --------------------------------------------------- Financial Officer Secretary, Jeffrey L. Kaiser and Treasurer (Principal Financial and Accounting Officer) /s/ TOM E. BRANDT* Director and Chief April 30, 1998 - --------------------------------------------------- Operating Officer Tom E. Brandt /s/ RICHARD C. DAVIS, JR., M.D.* Director, Chairman of the April 30, 1998 - --------------------------------------------------- Board Richard C. Davis, Jr., M.D. /s/ JACK W. LASERSOHN* Director April 30, 1998 - --------------------------------------------------- Jack W. Lasersohn /s/ GARY E. NEI* Director April 30, 1998 - --------------------------------------------------- Gary E. Nei /s/ MAYNARD RAMSEY, III, M.D., PH.D.* Director April 30, 1998 - --------------------------------------------------- Maynard Ramsey, III, M.D., Ph.D. /s/ ELIZABETH H. WEATHERMAN* Director April 30, 1998 - --------------------------------------------------- Elizabeth H. Weatherman *By: /s/ JEFFREY L. KAISER -------------------------------------------- Jeffrey L. Kaiser Attorney-in-Fact
26 -----END PRIVACY-ENHANCED MESSAGE-----