Delaware
|
3679
|
56-1764501
|
||
(State
or other Jurisdiction of
|
(Primary
Standard Industrial
|
(I.R.S.
Employer
|
||
Incorporation
or Organization)
|
Classification
Code Number)
|
Identification
No.)
|
Large
accelerated filer
|
o
|
Accelerated
Filer
|
o
|
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
Title of each class
of securities to be
registered
|
Amount
to be
registered
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate
offering
price
(1)
|
Amount
of
registration
fee
|
||||||||||||
Common
Stock, $0.001 par value per share
|
2,267,107
|
$
|
1.15
|
$
|
2,607,173
|
|
$
|
145.00
|
||||||||
Common
Stock, $0.001 par value per share, issuable upon exercise of
Warrants
|
2,163,273
|
$
|
1.15
|
$
|
2,487,764
|
$
|
139.00
|
|||||||||
Total
|
4,430,380
|
$
|
5,094,937
|
$
|
284.00
|
(1)
|
Estimated
solely for purposes of calculating the registration fee in accordance with
Rule 457(c) and Rule 457(g) under the Securities Act of 1933, using the
average of the sale prices as reported on the OTCBB on June 15, 2009 which
was $1.15 per share.
|
Page
|
||
Prospectus
Summary
|
5
|
|
Risk
Factors
|
8
|
|
Forward
Looking Statements
|
15
|
|
Use
of Proceeds
|
15
|
|
Market
For Equity and Related Stockholder Matters
|
15
|
|
Selected
Financial Data
|
16
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
17
|
|
Business
|
26
|
|
Description
of Property
|
35
|
|
Legal
Proceedings
|
35
|
|
Management
|
36
|
|
Executive
Compensation
|
39
|
|
Security
Ownership of Certain Beneficial Owners and Management
|
49
|
|
Indemnification
for Securities Act Liabilities
|
51
|
|
Plan
of Distribution
|
51
|
|
Description
of Securities
|
53
|
|
Selling
Stockholders
|
53
|
|
Transactions
With Related Persons, Promoters and Certain Control
Persons
|
57
|
|
Legal
Matters
|
60
|
|
Experts
|
60
|
|
Available
Information
|
60
|
|
Index
to Financial Statements
|
61
|
Common
stock offered by selling stockholders
|
Up
to 4,430,380 shares, consisting of the following:
|
|||
· 2,267,107
shares of common stock;
|
||||
· up
to 793,273 shares of common stock issuable upon the exercise of common
stock purchase warrants at an exercise price of $1.13 per
share;
|
||||
· up
to 1,000,000 shares of common stock issuable upon the exercise of common
stock purchase warrants at an exercise price of $1.50 per
share;
|
||||
· up
to 370,000 shares of common stock issuable upon the exercise of common
stock purchase warrants at an exercise price of $1.30 per
share.
|
||||
Common
Stock to be outstanding after the offering
|
18,355,408
shares assuming the full exercise of the warrants of the underlying shares
of which are included in this prospectus.*
|
|||
Use
of proceeds
|
We
will not receive any proceeds from the sale of the common stock; however,
we will receive proceeds from the exercise of our
warrants.
|
|||
Over-The-Counter
Bulletin Board Symbol
|
EMAN
|
|||
*The information above regarding the common stock to be outstanding after
the offering is based on 16,192,135 shares of the Company’s common stock
outstanding as of June 15, 2009.
|
December
31,
|
March
31,
(unaudited)
|
|||||||||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
2009
|
2008
|
||||||||||||||||||||||
(thousands)
|
||||||||||||||||||||||||||||
Revenue
|
$
|
18,739
|
$
|
17,554
|
$
|
8,169
|
$
|
3,745
|
$
|
3,593
|
$
|
5,144
|
$
|
2.665
|
||||||||||||||
Cost
of goods sold
|
10,673
|
12,628
|
11,359
|
10,219
|
2,685
|
2,313
|
||||||||||||||||||||||
Gross
profit (loss)
|
8,066
|
4,926
|
(3,190
|
)
|
(6,474
|
)
|
(2,373
|
)
|
2,459
|
352
|
||||||||||||||||||
Operating
expenses:
|
||||||||||||||||||||||||||||
Research
and development
|
2,081
|
2,949
|
4,406
|
4,020
|
898
|
362
|
674
|
|||||||||||||||||||||
Selling,
general and administrative
|
6,254
|
6,591
|
8,860
|
6,316
|
4,428
|
1,529
|
1,807
|
|||||||||||||||||||||
Total
operating expenses
|
8,335
|
9,540
|
13,266
|
10,336
|
5,326
|
1,891
|
2,481
|
|||||||||||||||||||||
(Loss)
income from operations
|
(269
|
)
|
(4,614
|
)
|
(16,456
|
)
|
(16,810
|
)
|
(7,699
|
)
|
568
|
(2,129
|
)
|
|||||||||||||||
Other
(expense) income, net
|
(1,590
|
)
|
(13,874
|
)
|
1,190
|
282
|
(5,012
|
)
|
(174
|
)
|
(545
|
)
|
||||||||||||||||
Net
(loss) income
|
$
|
(1,859
|
)
|
$
|
(18,488
|
)
|
$
|
(15,266
|
)
|
$
|
(16,528
|
)
|
$
|
(12,711
|
)
|
$
|
394
|
$
|
(2,674
|
)
|
||||||||
(Loss)
income per share, basic
|
$
|
(0.13
|
)
|
$
|
(1.59
|
)
|
$
|
(1.52
|
)
|
$
|
(1.94
|
)
|
$
|
(1.98
|
)
|
$
|
0.02
|
$
|
(0.21
|
)
|
||||||||
(Loss)
income per share, diluted
|
$
|
(0.13
|
)
|
$
|
(1.59
|
)
|
$
|
(1.52
|
)
|
$
|
(1.94
|
)
|
$
|
(1.98
|
)
|
$
|
0.02
|
$
|
(0.21
|
)
|
||||||||
Weighted
average number of shares outstanding:
|
||||||||||||||||||||||||||||
Basic
|
14,175
|
11,633
|
10,058
|
8,541
|
6,428
|
15,861
|
12,621
|
|||||||||||||||||||||
Diluted
|
14,175
|
11,633
|
10,058
|
8,541
|
6,428
|
23,899
|
12,621
|
December
31,
|
March
31,
(unaudited)
|
|||||||||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
2009
|
2008
|
||||||||||||||||||||||
(thousands)
|
||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
2,404
|
$
|
713
|
$
|
1,415
|
$
|
6,727
|
$
|
13,457
|
$
|
2,329
|
$
|
344
|
||||||||||||||
Working
capital (deficit)
|
$
|
3,300
|
$
|
(4,708
|
)
|
$
|
(305
|
)
|
$
|
8,868
|
$
|
14,925
|
$
|
4,103
|
$
|
(6,760
|
)
|
|||||||||||
Total
assets
|
$
|
10,104
|
$
|
6,648
|
$
|
7,005
|
$
|
14,142
|
$
|
18,436
|
$
|
9,472
|
$
|
6,035
|
||||||||||||||
Long-term
obligations
|
$
|
---
|
$
|
60
|
$
|
2,229
|
$
|
56
|
$
|
22
|
$
|
---
|
$
|
50
|
||||||||||||||
Total
shareholders’ equity (capital deficit)
|
$
|
3,661
|
$
|
(4,170
|
)
|
$
|
(1,164
|
)
|
$
|
10,401
|
$
|
16,447
|
$
|
4,323
|
$
|
(5,564
|
)
|
·
|
the
receipt and timing of orders and the timing of delivery of
orders;
|
·
|
the
inability to adjust expense levels or delays in adjusting expense levels,
in either case in response to lower than expected revenues or gross
margins;
|
·
|
the
volume of orders relative to our manufacturing
capacity;
|
·
|
product
introductions and market acceptance of new products or new generations of
products;
|
·
|
changes
in cost and availability of labor and
components;
|
·
|
product
mix;
|
·
|
variation
in operating expenses; regulatory requirements, foreign currency
fluctuations and changes in duties and
tariffs;
|
·
|
pricing
and availability of competitive products and services;
and
|
·
|
changes,
whether or not anticipated, in economic
conditions.
|
·
|
variability
in our process repeatability and
control;
|
·
|
contamination
of the manufacturing environment or
equipment;
|
·
|
equipment
failure, power outages, or variations in the manufacturing
process;
|
·
|
lack
of consistency and adequate quality and quantity of piece parts and other
raw materials;
|
·
|
defects
in packaging either within or without our
control; and
|
·
|
any
transitions or changes in our production process, planned or
unplanned.
|
·
|
our
success in designing, manufacturing and delivering expected new products,
including those implementing new technologies on a timely
basis;
|
·
|
our
ability to address the needs of our customers and the quality of our
customer services;
|
·
|
the
quality, performance, reliability, features, ease of use and pricing of
our products;
|
·
|
successful
expansion of our manufacturing
capabilities;
|
·
|
our
efficiency of production, and ability to manufacture and ship products on
time;
|
·
|
the
rate at which original equipment manufacturing customers incorporate our
product solutions into their own
products;
|
·
|
the
market acceptance of our customers' products;
and
|
·
|
product
or technology introductions by our
competitors.
|
·
|
achievement
of technology breakthroughs required to make commercially viable
devices;
|
·
|
the
accuracy of our predictions of market
requirements;
|
·
|
acceptance
of our new product designs;
|
·
|
acceptance
of new technology in certain
markets;
|
·
|
the
availability of qualified research and development and product development
personnel;
|
·
|
our
timely completion of product designs and
development;
|
·
|
our
ability and available resources to expand
sales;
|
·
|
our
ability to develop repeatable processes to manufacture new products in
sufficient quantities and at low enough costs for commercial
sales;
|
·
|
our
customers’ ability to develop competitive products incorporating our
products; and
|
·
|
acceptance
of our customers’ products by the
market.
|
·
|
variations
in our operating results and financial
conditions;
|
·
|
actual
or anticipated announcements of technical innovations, new product
developments, or design wins by us or our
competitors;
|
·
|
general
conditions in the semiconductor and flat panel display industries;
and
|
·
|
worldwide
economic and financial conditions.
|
High
|
Low
|
|||||||
Fiscal
2006
|
||||||||
First
Quarter
|
$
|
7.10
|
$
|
4.60
|
||||
Second
Quarter
|
$
|
5.70
|
$
|
2.50
|
||||
Third
Quarter
|
$
|
3.80
|
$
|
1.80
|
||||
Fourth
Quarter
|
$
|
2.50
|
$
|
1.01
|
||||
Fiscal
2007
|
||||||||
First
Quarter`
|
$
|
1.08
|
$
|
0.26
|
||||
Second
Quarter
|
$
|
0.85
|
$
|
0.42
|
||||
Third
Quarter
|
$
|
1.64
|
$
|
0.65
|
||||
Fourth
Quarter
|
$
|
1.75
|
$
|
0.85
|
||||
Fiscal
2008
|
||||||||
First
Quarter
|
$
|
1.47
|
$
|
0.88
|
||||
Second
Quarter
|
$
|
1.05
|
$
|
0.63
|
||||
Third
Quarter
|
$
|
0.83
|
$
|
0.52
|
||||
Fourth
Quarter
|
$
|
0.75
|
$
|
0.21
|
||||
Fiscal
2009
|
||||||||
First
Quarter
|
$
|
0.85
|
$
|
0.32
|
||||
Second
Quarter (as of June 15, 2009)
|
$
|
1.40
|
$
|
0.60
|
December
31,
|
March
31,
(unaudited)
|
|||||||||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
2009
|
2008
|
||||||||||||||||||||||
(thousands)
|
||||||||||||||||||||||||||||
Revenue
|
$
|
18,739
|
$
|
17,554
|
$
|
8,169
|
$
|
3,745
|
$
|
3,593
|
$
|
5,144
|
$
|
2.665
|
||||||||||||||
Cost
of goods sold
|
10,673
|
12,628
|
11,359
|
10,219
|
5,966
|
2,685
|
2,313
|
|||||||||||||||||||||
Gross
profit (loss)
|
8,066
|
4,926
|
(3,190
|
)
|
(6,474
|
)
|
(2,373
|
)
|
2,459
|
352
|
||||||||||||||||||
Operating
expenses:
|
||||||||||||||||||||||||||||
Research
and development
|
2,081
|
2,949
|
4,406
|
4,020
|
898
|
362
|
674
|
|||||||||||||||||||||
Selling,
general and administrative
|
6,254
|
6,591
|
8,860
|
6,316
|
4,428
|
1,529
|
1,807
|
|||||||||||||||||||||
Total
operating expenses
|
8,335
|
9,540
|
13,266
|
10,336
|
5,326
|
1,891
|
2,481
|
|||||||||||||||||||||
(Loss)
income from operations
|
(269
|
)
|
(4,614
|
)
|
(16,456
|
)
|
(16,810
|
)
|
(7,699
|
)
|
568
|
(2,129
|
)
|
|||||||||||||||
Other
(expense) income, net
|
(1,590
|
)
|
(13,874
|
)
|
1,190
|
282
|
(5,012
|
)
|
(174
|
)
|
(545
|
)
|
||||||||||||||||
Net
(loss) income
|
$
|
(1,859
|
)
|
$
|
(18,488
|
)
|
$
|
(15,266
|
)
|
$
|
(16,528
|
)
|
$
|
(12,711
|
)
|
$
|
394
|
$
|
(2,674
|
)
|
||||||||
(Loss)
income per share, basic
|
$
|
(0.13
|
)
|
$
|
(1.59
|
)
|
$
|
(1.52
|
)
|
$
|
(1.94
|
)
|
$
|
(1.98
|
)
|
$
|
0.02
|
$
|
(0.21
|
)
|
||||||||
(Loss)
income per share, diluted
|
$
|
(0.13
|
)
|
$
|
(1.59
|
)
|
$
|
(1.52
|
)
|
$
|
(1.94
|
)
|
$
|
(1.98
|
)
|
$
|
0.02
|
$
|
(0.21
|
)
|
||||||||
Weighted
average number of shares outstanding:
|
||||||||||||||||||||||||||||
Basic
|
14,175
|
11,633
|
10,058
|
8,541
|
6,428
|
15,861
|
12,621
|
|||||||||||||||||||||
Diluted
|
14,175
|
11,633
|
10,058
|
8,541
|
6,428
|
23,899
|
12,621
|
December
31,
|
March
31,
(unaudited)
|
|||||||||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
2009
|
2008
|
||||||||||||||||||||||
(thousands)
|
||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
2,404
|
$
|
713
|
$
|
1,415
|
$
|
6,727
|
$
|
13,457
|
$
|
2,329
|
$
|
344
|
||||||||||||||
Working
capital (deficit)
|
$
|
3,300
|
$
|
(4,708
|
)
|
$
|
(305
|
)
|
$
|
8,868
|
$
|
14,925
|
$
|
4,103
|
$
|
(6,760
|
)
|
|||||||||||
Total
assets
|
$
|
10,104
|
$
|
6,648
|
$
|
7,005
|
$
|
14,142
|
$
|
18,436
|
$
|
9,472
|
$
|
6,035
|
||||||||||||||
Long-term
obligations
|
$
|
---
|
$
|
60
|
$
|
2,229
|
$
|
56
|
$
|
22
|
$
|
---
|
$
|
50
|
||||||||||||||
Total
shareholders’ equity (capital deficit)
|
$
|
3,661
|
$
|
(4,170
|
)
|
$
|
(1,164
|
)
|
$
|
10,401
|
$
|
16,447
|
$
|
4,323
|
$
|
(5,564
|
)
|
December
31,
|
March
31,
|
|||||||||||||||
2008
|
2007
|
2006
|
2009
|
2008
|
||||||||||||
(Unaudited)
|
||||||||||||||||
Revenue
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||
Cost
of goods sold
|
57
|
72
|
139
|
52
|
87
|
|||||||||||
Gross
profit (loss)
|
43
|
28
|
(39
|
)
|
48
|
13
|
||||||||||
Operating
expenses:
|
||||||||||||||||
Research
and development
|
11
|
17
|
54
|
7
|
25
|
|||||||||||
Selling,
general and administrative
|
33
|
38
|
109
|
30
|
68
|
|||||||||||
Total
operating expenses
|
44
|
55
|
163
|
37
|
93
|
|||||||||||
(Loss)
income from operations
|
(1
|
)
|
(27
|
)
|
(202
|
)
|
11
|
(80
|
)
|
|||||||
Other
(expense) income, net
|
(9
|
)
|
(78
|
)
|
15
|
(3
|
)
|
(20
|
)
|
|||||||
Net
(loss) income
|
(10
|
)% |
(105
|
)% |
(187
|
)% |
8
|
% |
(100
|
)% |
Year
ended December 31,
|
Three
Months Ended
March
31,
|
|||||||||||||||||||
2008
|
2007
|
2006
|
2009
|
2008
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
(In
thousands, except per share data)
|
||||||||||||||||||||
Revenue
|
$
|
18,739
|
$
|
17,554
|
$
|
8,169
|
$
|
5,144
|
$
|
2.665
|
||||||||||
Cost
of goods sold
|
10,673
|
12,628
|
11,359
|
2,685
|
2,313
|
|||||||||||||||
Gross
profit (loss)
|
8,066
|
4,926
|
(3,190
|
)
|
2,459
|
352
|
||||||||||||||
Operating
expenses:
|
||||||||||||||||||||
Research
and development
|
2,081
|
2,949
|
4,406
|
362
|
674
|
|||||||||||||||
Selling,
general and administrative
|
6,254
|
6,591
|
8,860
|
1,529
|
1,807
|
|||||||||||||||
Total operating expenses
|
8,335
|
9,540
|
13,266
|
1,891
|
2,481
|
|||||||||||||||
(Loss)
income from operations
|
(269
|
)
|
(4,614
|
)
|
(16,456
|
)
|
568
|
(2,129
|
)
|
|||||||||||
Other
(expense) income, net
|
(1,590
|
)
|
(13,874
|
)
|
1,190
|
(174
|
)
|
(545
|
)
|
|||||||||||
Net
(loss) income
|
$
|
(1,859
|
)
|
$
|
(18,488
|
)
|
$
|
(15,266
|
)
|
$
|
394
|
$
|
(2,674
|
)
|
||||||
Net
(loss) income per share, basic
|
$
|
(0.13
|
)
|
$
|
(1.59
|
)
|
$
|
(1.52
|
)
|
$
|
0.02
|
$
|
(0.21
|
)
|
||||||
Net
(loss) income per share, diluted
|
$
|
(0.13
|
)
|
$
|
(1.59
|
)
|
$
|
(1.52
|
)
|
$
|
0.02
|
$
|
(0.21
|
)
|
Year
ended December 31,
|
Three
Months Ended
March
31,
|
|||||||||||||||||||
2008
|
2007
|
2006
|
2009
|
2008
|
||||||||||||||||
Cash
flow data:
|
(unaudited)
|
|||||||||||||||||||
Net
cash provided by (used in) operating activities
|
$
|
138
|
$
|
(1,943
|
)
|
$
|
(10,389
|
)
|
$
|
967
|
$
|
(573
|
)
|
|||||||
Net
cash provided by (used in) investing activities
|
(311
|
)
|
61
|
(257
|
)
|
(33
|
)
|
(231
|
)
|
|||||||||||
Net
cash provided by (used in) financing activities
|
1,864
|
1,180
|
5,334
|
(1,009
|
)
|
435
|
||||||||||||||
Net
increase (decrease) in cash and cash equivalents
|
1,691
|
(702
|
)
|
(5,312
|
)
|
(75
|
)
|
(369
|
)
|
|||||||||||
Cash
and cash equivalents, beginning of period
|
713
|
1,415
|
6,727
|
2,404
|
713
|
|||||||||||||||
Cash
and cash equivalents, end of period
|
$
|
2,404
|
$
|
713
|
$
|
1,415
|
$
|
2,329
|
$
|
344
|
Payments
due by period
|
||||||||||||||||
Total
|
1
Year
|
2-3
Years
|
4-5
Years
|
|||||||||||||
Operating
lease obligations
|
$
|
5,525
|
$
|
1,082
|
$
|
2,230
|
$
|
2,213
|
||||||||
Line
of credit
|
632
|
632
|
—
|
—
|
||||||||||||
Purchase
obligations (a)
|
1,785
|
1,785
|
—
|
—
|
||||||||||||
Other
long-term liabilities (b)
|
628
|
128
|
250
|
250
|
||||||||||||
Total
|
$
|
8,570
|
$
|
3,627
|
$
|
2,480
|
$
|
2,463
|
(a)
The majority of purchase orders outstanding contain no cancellation fees
except for minor re-stocking fees.
|
|
(b)
This amount represents minimum royalty payments and the New York Urban
Development settlement.
|
·
|
Low
power consumption for improved battery life and longer system
life;
|
·
|
High-speed
performance resulting in clear video
images;
|
·
|
Wide
angle light emission resulting in large apparent screen
size;
|
·
|
Wide
operating temperature range;
|
·
|
Good
environmental stability (vibration and
humidity);
|
·
|
Low
manufacturing cost; and
|
·
|
Low
cost system solutions.
|
·
|
Strengthen our technology
leadership. As the first to exploit AMOLED microdisplays, we
believe that we enjoy a significant advantage in bringing this technology
to market. By continuing to invest in research and development, and
protecting our intellectual property, we expect to further develop
performance improvements and provide a competitive edge for our customers
who integrate our displays into their end
products.
|
·
|
Optimize microdisplay
manufacturing efficiencies while protecting proprietary processes.
We intend to reduce our production costs primarily through increasing
manufacturing yield and lowering fixed costs through reduced cycle time
and increased automation, as well as equipment upgrades. We outsource
certain portions of microdisplay production, such as chip fabrication, to
minimize both our costs and time to market. We intend to retain the
OLED-related processes in-house, where we have a core competency and
manufacturing expertise. We also believe that by keeping these processes
under tight control we can better protect our proprietary technology and
process know-how. This strategy will also enhance our ability to continue
to optimize and customize processes and devices to meet customer
needs.
|
·
|
Build and maintain strong
design capabilities. We employ in-house design capabilities
supplemented by outsourced design services. Building and maintaining this
capability will allow us to reduce engineering costs, accelerate the
design process and enhance design accuracy to respond to our customers'
needs as new markets develop. In addition, we intend to maintain a product
design staff capable of rapidly developing prototype products for our
customers and strategic partners. Contracting third party design support
to meet demand and for specialized design skills will also remain a part
of our overall long term strategy.
|
·
|
Leverage strategic
relationships. External relationships play an important role in our
research and development efforts. Suppliers, equipment vendors, government
organizations, contract research groups, external design companies,
customer and corporate partners, consortia, and university relationships
all enhance the overall research and development effort and bring us new
ideas and solutions. In addition, we participate in industry associations
such as Society Information Display, FlexTech Alliance (formerly known as
United States Display Consortium), OLED Association, Consumer Electronics
Association, and the Association of the United States Army, among others.
Furthermore, we have established a CRADA (Cooperative Research and
Development Agreement) with the US Army/RDECOM/NVESD for the purpose of
evaluating and characterizing new and existing AMOLED microdisplay
configurations. We believe that strategic relationships allow us to better
determine the demands of the marketplace and, as a result, allow
us to focus our future research and development activities to satisfy
our customers’ evolving
requirements.
|
·
|
OLED
Materials, Structures, and
Processes;
|
·
|
Display
Color Processing and Sealing;
|
·
|
Active
Matrix Circuit Methodologies and
Designs;
|
·
|
Lenses
and Tracking (Eye and Head);
|
·
|
Ergonomics
and Industrial Design;
|
·
|
Wearable
Computer Interface Methodology; and
|
·
|
Legacy
Field Emission and General Display
Technologies.
|
Name
|
Age
|
Position
|
|
Andrew
G. Sculley
|
57
|
Chief
Executive Officer and President
|
|
Paul
Campbell (4)
|
53
|
Chief
Financial Officer
|
|
Susan
K. Jones
|
57
|
Chief
Business Officer, Secretary
|
|
Adm.
Thomas Paulsen (Ret.) (2)(3*)
|
72
|
Chairman
of the Board, Director
|
|
Claude
Charles (1)
|
72
|
Director
|
|
Paul
Cronson
|
52
|
Director
|
|
Irwin
Engelman (1*)
|
74
|
Director
|
|
Dr.
Jacob Goldman (2*)(3)
|
87
|
Director
|
|
Brig.
Gen. Stephen Seay (Ret.) (1)(3)
|
62
|
Director
|
|
(1)
|
Audit
Committee
|
||
(2)
|
Governance
& nominating Committee
|
||
(3)
|
Compensation
Committee
|
||
(4)
|
On
May 8, 2009, Paul Campbell became the Chief Financial
Officer.
|
·
|
high
personal and professional ethics and
integrity;
|
·
|
the
ability to exercise sound judgment;
|
·
|
the
ability to make independent analytical
inquiries;
|
·
|
a
willingness and ability to devote adequate time and resources to
diligently perform Board and committee duties;
and
|
·
|
the
appropriate and relevant business experience and
acumen.
|
·
|
whether
the person possesses specific industry expertise and familiarity with
general issues affecting our
business;
|
·
|
whether
the person’s nomination and election would enable the Board to have a
member that qualifies as an “audit committee financial expert” as such
term is defined by the Securities and Exchange Commission (the “SEC”) in
Item 401 of Regulation S-K;
|
·
|
whether
the person would qualify as an “independent” director under the listing
standards of the OTC Bulletin
Board;
|
·
|
the
importance of continuity of the existing composition of the Board of
Directors to provide long term stability and experienced oversight;
and
|
·
|
the
importance of diversified Board membership, in terms of both the
individuals involved and their various experiences and areas of
expertise.
|
·
|
Reward
performance that drives substantial increases in shareholder value, as
evidenced through both future operating profits and increased market price
of our common shares; and
|
·
|
Attract,
hire and retain well-qualified
executives.
|
Salary
|
Bonus
|
Stock
Awards
|
Option
awards
|
Non-equity
incentive plan compen-sation
|
Change
in pension value and non qualified deferred compensation
|
All
Other Compensation
|
Total
|
||||||||||||||||||||||||||||||||||
Name
and principal position
|
Year
|
($)
|
($)
|
($)
|
($),
(a)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||||||||||||||||
Andrew
G. Sculley, President and Chief Executive Officer (1)
|
2008
|
161,923 | - | - | 287,150 | - | - | - | 449,073 | ||||||||||||||||||||||||||||||||
2007
|
- | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
2006
|
- | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
K.C. Park,
Interim President and Chief Executive Officer (2)
|
2008
|
105,817 | 60,000 | - |
(7
|
) | 42,371 | - | - | 75,000 | (8 | ) | 283,188 | ||||||||||||||||||||||||||||
2007
|
313,462 | - | 40,000 | (9 | ) | - | - | - | - | 353,462 | |||||||||||||||||||||||||||||||
2006
|
200,000 | - | - | - | - | - | - | 200,000 | |||||||||||||||||||||||||||||||||
Gary
Jones, President and Chief Executive Officer (3)
|
2008
|
- | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
2007
|
102,060 | - | 430,000 | (10 | ) | - | - | - | 51,638 | (11 | ) | 583,698 | |||||||||||||||||||||||||||||
2006
|
368,170 | - | - | - | - | - | 127,928 | (12 | ) | 496,098 | |||||||||||||||||||||||||||||||
Paul
Campbell, Chief Financial Officer (4)
|
2008
|
203,539 | - | - | - | - | - | - | 203,539 | ||||||||||||||||||||||||||||||||
2007
|
- | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
2006
|
- | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
Michael
D. Fowler, Interim Chief Financial Officer (5)
|
2008
|
84,808 | - | - | - | - | - | - | 84,808 | ||||||||||||||||||||||||||||||||
2007
|
- | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
2006
|
- | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
John
D. Atherly, Chief Financial Officer (6)
|
2008
|
44,628 | - | - | - | - | - | - | 44,628 | ||||||||||||||||||||||||||||||||
2007
|
243,000 | - | - | - | - | - | - | 243,000 | |||||||||||||||||||||||||||||||||
2006
|
242,308 | - | - | - | - | - | - | 242,308 | |||||||||||||||||||||||||||||||||
Susan
Jones, Executive Vice President, Chief Business Officer, and
Secretary
|
2008
|
329,916 | - | - | - | - | - | 189,325 | (13 | ) | 519,241 | ||||||||||||||||||||||||||||||
2007
|
278,888 | - | - | - | - | - | 175,184 | (13 | ) | 454,072 | |||||||||||||||||||||||||||||||
2006
|
289,163 | - | - | - | - | - | 81,379 | (13 | ) | 370,542 |
(1)
Mr. Sculley has been serving as our President and Chief Executive Officer
as of June 1, 2008.
|
|||||||||||||
(2)
Dr. Park was appointed Interim President and Chief Executive Officer in
January 2007 and resigned his post in January 2008. Prior to
January 2007, Dr. Park served as Executive Vice President of International
Operations. Dr. Park provided consulting services from February
1, 2008 through August 1, 2008.
|
|||||||||||||
(3)
Mr. Jones resigned as President and Chief Executive Officer in January
2007.
|
|||||||||||||
(4)
Mr. Campbell served as our Interim Chief Financial Officer from April 15,
2008 through May 8, 2009 when he became the Chief Financial
Officer.
|
|||||||||||||
(5)
Mr. Fowler resigned as Interim Chief Financial Officer as of April 14,
2008.
|
|||||||||||||
(6)
Mr. Atherly resigned as Chief Financial Officer in January
2008.
|
|||||||||||||
(7) This
amount represents options issued pursuant to Mr. Park’s consulting
agreement.
|
|||||||||||||
(8) This
amount represent consulting fees paid pursuant to Mr. Park’s consulting
agreement.
|
|||||||||||||
(9)
This amount represents a retention bonus in the form of a stock grant that
was issued to the named executive officer.
|
|||||||||||||
(10)
This amount represents a payment in the form of a stock grant pursuant to
Mr. Jones' severance agreement. Previously granted options that
remained unexercised were also forfeited pursuant to the severance
agreement.
|
|||||||||||||
(11)
This amount represents legal and accounting fee reimbursement for the
benefit of the named executive officer.
|
|||||||||||||
(12)
This amount represents relocation expense reimbursement for the benefit of
the named executive officer.
|
|||||||||||||
(13)
This amount represents deferred dollar amount earned in sales incentive
compensation by the named executive officer.
|
|||||||||||||
Column
note:
|
|||||||||||||
(a) The
amounts in this column represent the fair value of option awards to the
named executive officer as computed on the date of the option grants using
the Black-Scholes option-pricing model.
|
Name
|
Grant
Date
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Options Awards ($/Sh)
|
Total
Grant Date Fair Value ($)
|
|||||||||
Andrew
G. Sculley
|
June
2, 2008 (1)
|
500,000
|
0.81
|
287,150
|
|||||||||
K.C. Park
|
May
1, 2008 (2)
|
70,453
|
0.97
|
24,461
|
|||||||||
K.C. Park
|
August
1, 2008 (2)
|
37,500
|
0.68
|
17,910
|
OUTSTANDING
EQUITY AWARDS AT YEAR-END
|
|||||||||
Option
awards
|
Stock
awards
|
||||||||
Name and
|
Number
of securities underlying unexercised options (#)
|
Number
of securities underlying unexercised options (#)
|
Equity
incentive plan awards: Number of securities underlying
unexercised options
|
Options
exercise price
|
Option
expiration
|
Number
of
shares
or
units
of stock
that
have
not
vested
|
Market
value of shares or units of stock that have not vested
|
Equity
incentive plan awards:
Number
of unearned shares other rights that have not vested
|
Equity
incentive plan awards:
Market
or payout value of unearned shares, units or other rights that have not
vested
|
principal
position
|
Exercisable
|
Unexercisable
|
(#),
(a)
|
($)
|
Date
|
(#)
|
($)
|
(#)
|
($)
|
Andrew
G. Sculley, President and Chief Executive Officer (1)
|
166,667
|
333,333
|
500,000
|
0.81
|
June
2, 2015
|
-
|
-
|
-
|
-
|
K.C. Park,
Interim President and Chief Executive Officer (2)
|
70,453
|
-
|
70,453
|
0.97
|
May
1, 2018
|
-
|
-
|
-
|
-
|
37,500
|
-
|
37,500
|
0.68
|
August
1, 2018
|
-
|
-
|
-
|
-
|
|
Susan
Jones, Executive Vice President, Chief Business Officer, and
Secretary
|
48,750
|
-
|
48,750
|
2.60
|
May
17, 2009
|
-
|
-
|
-
|
-
|
16,770
|
-
|
16,770
|
2.60
|
January
11, 2010
|
|||||
9,685
|
-
|
9,685
|
2.60
|
January
11, 2010
|
|||||
16,250
|
-
|
16,250
|
2.60
|
March
17, 2010
|
|||||
11,700
|
-
|
11,700
|
2.60
|
November
30, 2012
|
|||||
11,932
|
-
|
11,932
|
2.60
|
April
24, 2013
|
|||||
7,159
|
-
|
7,159
|
2.60
|
August
30, 2013
|
|||||
7,159
|
-
|
7,159
|
2.60
|
December
1, 2013
|
(1)
Mr. Sculley is the President and Chief Executive Officer as of June 1,
2008.
|
(2)
Dr. Park was appointed Interim President and Chief Executive Officer in
January 2007 and resigned his post in January 2008. The options
were granted pursuant to his consulting agreement.
|
Column
note:
|
On
NoveOn November 3, 2006, a reverse stock split, ratio of 1-for-10, became
effective. All stock options presented reflect the stock
split.
|
(a)
The options in this column were repriced. On July 21,
2006, certain employees agreed to cancel a portion of their existing stock
options in return for repricing the remaining stock options at $2.60 per
share. The repriced unvested options continued to vest on the
original schedule.
|
Name
|
Grant
Date
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Options Awards ($/Sh)
|
Total
Grant Date Fair Value ($)
|
|||||||||
Andrew
G. Sculley
|
June
2, 2008 (1)
|
500,000
|
0.81
|
287,150
|
|||||||||
K.C. Park
|
May
1, 2008 (2)
|
70,453
|
0.97
|
24,461
|
|||||||||
K.C. Park
|
August
1, 2008 (2)
|
37,500
|
0.68
|
17,910
|
Name
|
Voluntary
Resignation w/o Good Reason
|
Voluntary
Resignation for Good Reason
|
Involuntary
Termination without Cause
|
Involuntary
Termination with Cause
|
Involuntary
Termination with a Change in Control
|
|||||||||||||||
Andrew
Sculley
|
||||||||||||||||||||
Cash
severance
|
$
|
—
|
$
|
310,000
|
(1)
|
$
|
310,000
|
(1)
|
$
|
—
|
$
|
310,000
|
(1)
|
|||||||
Vesting
of stock options
|
$
|
—
|
$
|
—
|
(2)
|
$
|
—
|
(2)
|
$
|
—
|
$
|
—
|
(2)
|
|||||||
Susan
Jones
|
||||||||||||||||||||
Cash
severance
|
$
|
157,500
|
(1)
|
$
|
472,500
|
(1)
|
$
|
472,500
|
(1)
|
$
|
—
|
$
|
472,500
|
(1)
|
||||||
Post-termination
health and welfare
|
$
|
—
|
$
|
10,820
|
(3)
|
$
|
10,820
|
(3)
|
$
|
—
|
$
|
10,820
|
(3)
|
|||||||
Vesting
of stock options
|
$
|
—
|
$
|
—
|
(4)
|
$
|
—
|
(4)
|
$
|
—
|
$
|
—
|
(4)
|
DIRECTOR
COMPENSATION
|
||||||||||||||||||||||||||||
Name
|
Fees
earned or paid in cash($)
|
Stock
awards
($)
|
Option
awards($)
|
Non-equity
incentive plan compensation($)
|
Change
in pension value and nonqualified deferred compensation
earnings($)
|
All
other compensation
($)
|
Total($)
|
|||||||||||||||||||||
Claude
Charles
|
20,500 | - | 39,035 | - | - | - | 59,535 | |||||||||||||||||||||
Paul
Cronson
|
18,500 | - | 24,263 | - | - | - | 42,763 | |||||||||||||||||||||
Irwin
Engelman
|
21,000 | - | 39,035 | - | - | - | 60,035 | |||||||||||||||||||||
Jack
Goldman
|
22,500 | - | 39,035 | - | - | - | 61,535 | |||||||||||||||||||||
Thomas
Paulsen
|
84,000 | - | 34,111 | - | - | - | 118,111 | |||||||||||||||||||||
Stephen
Seay
|
19,500 | - | 34,111 | - | - | - | 53,611 |
OUTSTANDING
EQUITY AWARDS AT YEAR-END
|
|||||||||
Option
awards
|
Stock
awards
|
||||||||
Name and
principal
|
Number
of securities underlying unexercised options (#)
|
Number
of securities underlying unexercised options (#)
|
Equity
incentive plan awards: Number of securities underlying
unexercised options
|
Options
exercise price
|
Option
expiration
|
Number
of shares or units of stock that have not vested
|
Market
value of shares or units of stock that have not vested
|
Equity
incentive plan awards:
Number
of unearned shares other rights that have not vested
|
Equity
incentive plan awards:
Market
or payout value of unearned shares, units or other rights that have not
vested
|
position
|
Exercisable
|
Unexercisable
|
(#),
(a)
|
($)
|
Date
|
(#)
|
($)
|
(#)
|
($)
|
Claude
Charles
|
1,000
|
-
|
1,000
|
3.50
|
January
2, 2010
|
-
|
-
|
-
|
-
|
975
|
-
|
975
|
2.60
|
July
2, 2010
|
-
|
-
|
-
|
-
|
|
650
|
-
|
650
|
2.60
|
September
2, 2010
|
-
|
-
|
-
|
-
|
|
3,250
|
-
|
3,250
|
2.60
|
April
5, 2011
|
-
|
-
|
-
|
-
|
|
1,950
|
-
|
1,950
|
2.60
|
June
15, 2014
|
-
|
-
|
-
|
-
|
|
975
|
-
|
975
|
2.60
|
September
30, 2015
|
-
|
-
|
-
|
-
|
|
3,900
|
-
|
3,900
|
2.60
|
December
31, 2015
|
-
|
-
|
-
|
-
|
|
12,700
|
-
|
12,700
|
1.51
|
November
23, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.44
|
December
3, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.35
|
January
2, 2018
|
-
|
-
|
-
|
-
|
|
30,000
|
-
|
30,000
|
0.70
|
July
24, 2018
|
-
|
-
|
-
|
-
|
|
Paul
Cronson
|
4,875
|
-
|
4,875
|
2.60
|
July
2, 2010
|
-
|
-
|
-
|
-
|
1,625
|
-
|
1,625
|
2.60
|
June
15, 2014
|
-
|
-
|
-
|
-
|
|
3,900
|
-
|
3,900
|
2.60
|
December
31, 2015
|
-
|
-
|
-
|
-
|
|
10,400
|
-
|
10,400
|
1.51
|
November
23, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.44
|
December
3, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.35
|
January
2, 2018
|
-
|
-
|
-
|
-
|
|
Irwin
Engelman
|
3,900
|
-
|
3,900
|
2.60
|
October
3, 2012
|
-
|
-
|
-
|
-
|
975
|
-
|
975
|
2.60
|
September
30, 2015
|
-
|
-
|
-
|
-
|
|
163
|
-
|
163
|
2.60
|
October
3, 2015
|
-
|
-
|
-
|
-
|
|
5,038
|
-
|
5,038
|
1.51
|
November
23, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.44
|
December
3, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.35
|
January
2, 2018
|
-
|
-
|
-
|
-
|
|
30,000
|
-
|
30,000
|
0.70
|
July
24, 2018
|
-
|
-
|
-
|
-
|
|
Jacob
Goldman
|
650
|
-
|
650
|
2.60
|
July
2, 2010
|
-
|
-
|
-
|
-
|
3,900
|
-
|
3,900
|
2.60
|
September
2, 2010
|
-
|
-
|
-
|
-
|
|
2,113
|
-
|
2,113
|
2.60
|
June
15, 2014
|
-
|
-
|
-
|
-
|
|
650
|
-
|
650
|
2.60
|
September
30, 2015
|
-
|
-
|
-
|
-
|
|
488
|
-
|
488
|
2.60
|
October
3, 2015
|
-
|
-
|
-
|
-
|
|
3,900
|
-
|
3,900
|
2.60
|
December
31, 2015
|
-
|
-
|
-
|
-
|
|
12,026
|
-
|
12,026
|
1.51
|
November
23, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.44
|
December
3, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.35
|
January
2, 2018
|
-
|
-
|
-
|
-
|
|
30,000
|
-
|
30,000
|
0.70
|
July
24, 2018
|
-
|
-
|
-
|
-
|
|
Thomas
Paulsen
|
3,900
|
-
|
3,900
|
2.60
|
July
30, 2010
|
-
|
-
|
-
|
-
|
1,300
|
-
|
1,300
|
2.60
|
June
15, 2014
|
-
|
-
|
-
|
-
|
|
1,625
|
-
|
1,625
|
2.60
|
September
30, 2015
|
-
|
-
|
-
|
-
|
|
3,250
|
-
|
3,250
|
2.60
|
October
3, 2015
|
-
|
-
|
-
|
-
|
|
813
|
-
|
813
|
2.60
|
December
31, 2015
|
-
|
-
|
-
|
-
|
|
11,213
|
-
|
11,213
|
1.51
|
November
23, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.44
|
December
3, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.35
|
January
2, 2018
|
-
|
-
|
-
|
-
|
|
20,000
|
-
|
20,000
|
0.70
|
July
24, 2018
|
-
|
-
|
-
|
-
|
|
Stephen
Seay
|
3,900
|
-
|
3,900
|
2.60
|
February
14, 2016
|
-
|
-
|
-
|
-
|
3,900
|
-
|
3,900
|
1.51
|
November
23, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.44
|
December
3, 2017
|
-
|
-
|
-
|
-
|
|
25,000
|
-
|
25,000
|
1.35
|
January
2, 2018
|
-
|
-
|
-
|
-
|
|
20,000
|
-
|
20,000
|
0.70
|
July
24, 2018
|
-
|
-
|
-
|
-
|
Name
of Beneficial Owner
|
Common
Stock Beneficially Owned
|
Percentage
of Common Stock
|
||||||
Moriah
Capital L.P. (1)
|
1,921,379
|
4.99
|
%
|
|||||
Stillwater
LLC (2)
|
13,137,958
|
34.1
|
%
|
|||||
Alexandra
Global Master Fund Ltd (3)
|
3,074,932
|
8.0
|
%
|
|||||
Ginola
Limited (4)
|
5,079,856
|
13.2
|
%
|
|||||
Susan
K Jones (5)
|
634,715
|
1.7
|
%
|
|||||
Rainbow
Gate Corporation (6)
|
1,951,037
|
5.1
|
%
|
|||||
Paul
Cronson (7)
|
572,531
|
1.5
|
%
|
|||||
Claude
Charles (8)
|
132,900
|
*
|
||||||
Jack
Goldman (9)
|
146,227
|
*
|
||||||
Thomas
Paulsen (10)
|
179,601
|
*
|
||||||
Irwin
Engelman(11)
|
127,576
|
*
|
||||||
Stephen
Seay( 12)
|
115,300
|
*
|
||||||
Andrew
G. Sculley (13)
|
166,667
|
*
|
||||||
Paul
Campbell (14)
|
113,333
|
*
|
||||||
All Executive
officers and directors as a group (consisting of 8 individuals)
(15)
|
2,188,850
|
5.0
|
%
|
Plan
|
Number of
securities to be
issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities reflected
in first column
|
|||||||||
Equity
compensation plans approved by security holders
|
1,323,480
|
$
|
1.23
|
2,055,595
|
||||||||
Equity
compensation plans not approved by security holders
|
292,193
|
$
|
3.41
|
·
ordinary brokerage transactions and transactions
in which the broker-dealer solicits investors;
|
|
·
block trades in which the broker-dealer will
attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the
transaction;
|
|
·
purchases by a broker-dealer as principal
and resale by the broker-dealer for its account;
|
|
·
an exchange distribution in accordance with
the rules of the applicable exchange;
|
|
·
privately negotiated
transactions;
|
·
to cover short sales made after the date
that this registration statement is declared effective by the
Commission;
|
|
·
through the writing or settlement of
options or other hedging transactions, whether through an options exchange
or otherwise;
|
|
·
broker-dealers may agree with the selling
stockholders to sell a specified number of such shares at a stipulated
price per share;
|
|
·
a combination of any such methods of sale;
and
|
|
·
any other method permitted pursuant to
applicable law.
|
Name
of Selling Security Holder
|
Shares
of Common Stock Included in Prospectus (i)
|
Beneficial
Ownership Before Offering (ii)
|
Percentage
of Common Stock Before Offering (ii)
|
Beneficial
Ownership After the Offering (iii)
|
Percentage
of common Stock Owned After Offering (iii)
|
|||||||||||||||
Alexandra
Global Master Fund Ltd (1)
|
56,750 | 3,074,932 | 8.0 | % | 3,018,182 | 7.8 | % | |||||||||||||
John
Atherly (2)
|
757 | 38,090 | * | 37,333 | * | |||||||||||||||
BTG
Investments LLC (3)
|
3,783 | 190,449 | * | 186,666 | * | |||||||||||||||
Crestflower
Corporation (4)
|
365,307 | 404,929 | 1.1 | % | 39,622 | * | ||||||||||||||
Ginola
Limited (5)
|
380,441 | 5,079,856 | 13.2 | % | 4,699,415 | 12.2 | % | |||||||||||||
David
Gottfried (6)
|
4,729 | 297,062 | * | 292,333 | * | |||||||||||||||
HU
Investments, LLC (7)
|
3,783 | 255,904 | * | 252,121 | * | |||||||||||||||
Iroquois
Master Fund Ltd. (8)
|
221,877 | 408,543 | 1.1 | % | 186,666 | * | ||||||||||||||
Kettle
Hill Master Fund, Ltd. (9)
|
235,281 | 235,362 | * | 81 | * | |||||||||||||||
Kettle
Hill Partners, LP (10)
|
211,767 | 212,391 | * | 624 | * | |||||||||||||||
Kettle
Hill Partners II, LP (11)
|
172,633 | 172,633 | * | 0 | * | |||||||||||||||
David
Kincade(12)
|
1,892 | 171,721 | * | 169,829 | * | |||||||||||||||
Moriah
Capital L.P. (13)(20)
|
2,017,500 | 1,921,379 | (20) | 4.99 | % | 0 | * | |||||||||||||
Navacorp
III LLC (14)
|
3,783 | 457,116 | 1.2 | % | 453,333 | 1.2 | % | |||||||||||||
Olivier
Prache (15)
|
189 | 50,007 | * | 49,818 | * | |||||||||||||||
Rainbow
Gate Corporation (16)
|
13,242 | 1,951,037 | 5.1 | % | 1,937,795 | 5.0 | % | |||||||||||||
Roth
Capital Partners LLC (17)
|
378 | 19,044 | * | 18,666 | * | |||||||||||||||
Stillwater
LLC (18)
|
735,342 | 13,137,958 | 34.1 | % | 12,402,616 | 32.2 | % | |||||||||||||
Thomas
Wales (19)
|
946 | 81,612 | * | 80,666 | * | |||||||||||||||
Total
|
4,430,380 | 28,160,025 | 23,825,766 |
(i)
|
Represents
2,267,107 shares of common stock, and 2,163,273 shares issuable upon the
exercise of common stock purchase warrants.
|
(ii)
|
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or
convertible within 60 days of June 15, 2009 are deemed outstanding for
computing the percentage of the person holding such option or warrant.
Percentage prior to offering is based on 38,504,580
shares: 16,192,135 shares of common stock outstanding as of
June 15, 2009 and 22,312,445 shares issuable upon exercise of options,
warrants exercisable and convertible preferred stock on or within 60 days
of June 15, 2009.
|
(iii)
|
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or
convertible within 60 days of June 15, 2009 are deemed outstanding for
computing the percentage of the person holding such option or warrant but
are not deemed outstanding for computing the percentage of any other
person. Percentage prior to offering is based on 38,504,580
shares: 16,192,135 shares of common stock outstanding as of
June 15, 2009 and 22,312,445 shares issuable upon exercise of options,
warrants exercisable and convertible preferred stock on or within 60 days
of June 15, 2009. It assumes all shares offered in this
prospectus are sold.
|
(1)
|
This
figure represents: (i) 56,750 shares owned by Alexandra Global
Master Fund and being registered with this prospectus; and (ii) warrants
held to purchase 3,018,182 shares. Alexandra Investment Management, LLC, a
Delaware limited liability company (“AIM”), serves as investment adviser
to Alexandra Global Master Fund Ltd., a British Virgin Islands company
(“Alexandra”). By reason of such relationship, AIM may be
deemed to share dispositive power over the shares of common stock stated
as beneficially owned by Alexandra. AIM disclaims beneficial ownership of
such shares of common stock. Mr. Mikhail A. Filimonov (“Filimonov”) is the
Chairman, Chief Executive Officer, Chief Investment Officer and a managing
member of AIM. By reason of such relationships, Filimonov may
be deemed to share dispositive power over the shares of common stock
stated as beneficially owned by Alexandra. Filimonov disclaims
beneficial ownership of such shares of common stock.
|
(2)
|
Represents
(i) 757 shares of common stock being registered in this prospectus; and
(ii) warrants held to purchase 37,333 shares.
|
(3)
|
Represents
(i) 3,783 shares of common stock being registered in this prospectus; and
(ii) warrants held to purchase 186,666 shares.
|
(4)
|
Represents
(i) 284,736 shares of common stock of which 245,114 shares are being
registered in this prospectus; and (ii) 120,193 shares underlying warrants
which are exercisable at $1.13 per share are being registered with this
prospectus.
|
(5)
|
Represents:
(i) 1,257,629 shares owned by Ginola Limited, which include 276,084 shares
held indirectly by Rainbow Gate Corporation, 65,080 shares owned by Mount
Union Corp., 57,372 shares owned by Chelsea Trust Company Limited, as
trustee, and 284,736 shares owned by Crestflower Corporation (Ginola
Limited disclaims beneficial ownership of the shares owned by Crestflower
Corporation, Mount Union Corp., and Chelsea Trust Company Limited, as
trustee); 260,248 shares of common stock owned directly by Ginola Limited
are being registered with this prospectus; and (ii) warrants held by
Ginola Limited to purchase 1,814,228 common shares, which includes
warrants to purchase 737,620 shares held by Rainbow Gate Corporation, in
which the sole shareholder of Ginola Limited is also the sole shareholder
of Rainbow Gate Corporation, and warrants to purchase 32,540 shares owned
by Mount Union Corp., 27,273 shares of common stock issuable upon exercise
of a common stock purchase warrant held indirectly by Chelsea Trust
Company Limited, as trustee, and 120,193 shares of common stock issuable
upon exercise of common stock purchase warrant held by Crestflower
Corporation (Ginola Limited disclaims beneficial ownership of the shares
owned by Crestflower Corporation, Mount Union Corp., and Chelsea Trust
Company Limited, as trustee); 120,193 shares underlying warrants which are
exercisable at $1.13 per share owned directly by Ginola Limited are being
registered with this prospectus; and (iii) 2,008,000 shares of common
stock underlying convertible preferred shares which includes 937,333
shares of common stock underlying convertible preferred shares held by
Rainbow Gate Corporation, in which the sole shareholder of Ginola Limited
is also the sole shareholder of Rainbow Gate Corporation. Stillwater LLC
and Ginola Limited are beneficially owned by separate individuals and
therefore do not exert voting control over one another. However,
Stillwater LLC does include the shares held by Rainbow Gate as
“beneficially owned” since the sole member of Stillwater LLC is investment
manager and sole director of Rainbow Gate Corporation and exerts voting
control over such shares but Stillwater LLC disclaims beneficial ownership
of such shares. Jonathan White, Steven Meiklejohn, and Joerg
Fischer, exercise the shared voting power with respect to the shares held
in the name of Mount Union Corp. Stuart Baker, Joerg Fischer, Charles
Lubar, Christopher Mitchell, Leslie Schreyer and Jonathan White exercise
the shared voting power with respect to the shares held in the name of
Chelsea Trust Company Limited. Jonathan White, Joerg Fischer
and Steven Meiklejohn exercise the shared voting power with respect to the
shares held in the name of Crestflower Corporation. Jonathan
White, Joerg Fischer and Steven Meiklejohn are the directors of Ginola
Limited and exercise the shared voting power with respect to the shares
held in the name of Ginola Limited.
|
(6)
|
Represents
(i) 4,729 shares of common stock being registered in this prospectus; and
(ii) warrants held to purchase 292,333 shares.
|
(7)
|
Represents
(i) 3,783 shares of common stock being registered in this prospectus; and
(ii) warrants held to purchase 252,121 shares.
|
(8)
|
Represents
(i) 149,761 shares of common stock being registered with this prospectus;
(ii) 72,116 shares underlying warrants exercisable at $1.13 per share
and being registered with this prospectus.
|
(9)
|
Represents
(i) 148,823 shares of common stock of which 148,742 are being registered
with this prospectus; and (ii) 86,539 shares underlying warrants which are
exercisable at $1.13 per share which are being registered with this
prospectus. Kettle Hill Capital Management, LLC acts as
investment manager for Kettle Hill Master Fund, Ltd. Andrew Y.
Kurita has voting and dispositive power over the shares beneficially owned
by Kettle Hill Master Fund, Ltd, but Mr. Kurita disclaims beneficial
ownership except to the extent of his pecuniary interest
therein. Other than in connection with April 2008 offering the
Company has had no formal relationship with Kettle Hill Master
Fund within the last 3 years. The address for Kettle
Hill Master Fund, Ltd. is c/o Kettle Hill Capital Management, LLC,
101 Park Avenue, 23rd Floor, New York NY 10178, Attn: Andrew Y.
Kurita.
|
(10)
|
Represents
(i) 157,102 shares of common stock of which 156,478 are being registered
with this prospectus; and (ii) 55,289 shares underlying warrants which are
exercisable at $1.13 per share which are being registered with this
prospectus. Kettle Hill Capital Management, LLC acts as
investment manager for Kettle Hill Partners, LP. Andrew Y.
Kurita has voting and dispositive power over the shares beneficially owned
by Kettle Hill Partners, LP, but Mr. Kurita disclaims beneficial
ownership except to the extent of his pecuniary interest
therein. Other than in connection with April 2008 offering the
Company has had no formal relationship with Kettle Hill Partners, LP
within the last 3 years. The address for Kettle Hill
Partners, LP is 101 Park Avenue, 23rd Floor, New York NY 10178, Attn:
Andrew Y. Kurita.
|
(11)
|
Represents
(i) 74,075 shares of common stock which are being registered with this
prospectus; and (ii) 98,558 shares underlying warrants which are
exercisable at $1.13 per share which are being registered with this
prospectus. Kettle Hill Capital Management, LLC acts as
investment manager for Kettle Hill Partners II, LP. Andrew Y.
Kurita has voting and dispositive power over the shares beneficially owned
by Kettle Hill Partners II, LP, but Mr. Kurita disclaims beneficial
ownership except to the extent of his pecuniary interest
therein. Other than in connection with April 2008 offering the
Company has had no formal relationship with Kettle Hill Partners II,
LP within the last 3 years. The address for Kettle Hill
Partners II, LP is 101 Park Avenue, 23rd Floor, New York NY 10178, Attn:
Andrew Y. Kurita.
|
(12)
|
Represents
(i) 41,889 shares of common stock of which 1,892 shares are being
registered with this prospectus; and (ii) warrants held to purchase
129,832 shares.
|
(13)
|
Represents
(i) 647,500 shares of common stock being registered in this prospectus and
(ii) 1,370,000 shares underlying warrants of which 1,000,000 are
exercisable at $1.50 per share, and 370,000 are exercisable at $1.30 per
share and being registered in this prospectus.
|
(14)
|
Represents
(i) 3,783 shares of common stock being registered with this prospectus;
(ii) warrants held to purchase 186,666 shares; and (iii) 266,667 shares of
common stock underlying convertible preferred shares. Mr.
Cronson exercises the sole voting power with respect to the shares held in
the name of Navacorp III, LLC. Mr. Cronson is a director on the
Company’s board.
|
(15)
|
Represents
(i) 189 shares of common stock being registered with this prospectus; (ii)
warrants held to purchase 14,718 shares; and (iii) 35,100 shares
underlying options.
|
(16)
|
Represents
(i) 276,084 shares of common stock of which 13,242 are being registered
with this prospectus; (ii) warrants held to purchase 737,620 shares; and
(iii) 937,333 shares of common stock underlying convertible preferred
shares. Mortimer D.A. Sackler exercises the sole voting power with respect
to the shares held in the name of Rainbow Gate Corporation but disclaims
beneficial ownership of such
shares.
|
(17)
|
Represents
(i) 378 shares of common being registered with this prospectus; and (ii)
warrants held to purchase 18,666 shares. Biron
C. Roth, Chief Executive Officer and Gordon J. Roth, Chief Financial
Officer, may be deemed control persons, with voting and investment
control, of the shares owned by such entity.
|
(18)
|
Represents:
(i) 2,969,819 shares owned by Stillwater LLC, which
includes 276,084 shares owned by Rainbow Gate Corporation, in which
the sole member of Stillwater LLC is the investment manager of Rainbow
Gate Corporation; 494,956 shares of common stock owned directly by
Stillwater LLC are being registered with this prospectus; (ii) warrants
held by Stillwater LLC to purchase 3,853,472 shares, which includes
warrants to purchase 737,620 shares held by Rainbow Gate Corporation, in
which the sole member of Stillwater LLC is the investment manager of
Rainbow Gate Corporation; 240,385 shares underlying warrants which are
exercisable at $1.13 per share owned directly by Stillwater LLC are being
registered with this prospectus; and (iii) 6,314,667 shares of common
stock underlying convertible preferred shares which includes 937,333
shares of common stock underlying convertible preferred shares held
by Rainbow Gate Corporation, which the sole member of Stillwater LLC is
the investment manager of Rainbow Gate Corporation. Mortimer D.A. Sackler
exercises the sole voting power with respect to the shares held in the
name of Stillwater LLC as sole member, and Mortimer D.A. Sackler exercises
the sole voting power with respect to the shares held in the name of
Rainbow Gate Corporation as investment manager; therefore Stillwater LLC
is deemed to beneficially own the shares held by Rainbow Gate as
“beneficially owned” but Stillwater LLC disclaims beneficial ownership of
such shares.
|
(19)
|
Represents
(i) 946 shares of common stock being registered with this prospectus; and
(ii) warrants held to purchase 80,666 shares.
|
(20)
|
This
selling stockholder has contractually agreed not to exercise warrants to
the extent such exercise would cause this selling stockholder together
with its affiliates to have acquired a number of shares of common stock
which would exceed 4.99% of the then-outstanding common
stock.
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
62
|
Consolidated
Balance Sheets as of December 31, 2008 and 2007
|
63
|
Consolidated
Statements of Operations for the years ended December 31, 2008, 2007, and
2006
|
64
|
Consolidated
Statements of Changes in Shareholders’ Equity (Capital Deficit) for the
years ended December 31, 2008, 2007, and 2006
|
65
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2008, 2007, and
2006
|
66
|
Notes
to the Consolidated Financial Statements
|
67
|
Schedule
II – Valuation and Qualifying Accounts, included in Item 16. Exhibits and
Financial Statement Schedules
|
108
|
Condensed
Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December
31, 2008
|
88
|
Condensed
Consolidated Statements of Operations for the Three Months ended March 31,
2009 and 2008 (unaudited)
|
89
|
Condensed
Consolidated Statements of Changes in Shareholders’ Equity for the Three
Months ended March 31, 2009 (unaudited)
|
90
|
Condensed
Consolidated Statements of Cash Flows for the Three Months ended March 31,
2009 and 2008 (unaudited)
|
91
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
92
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands, except
|
||||||||
share
and per share amounts)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
2,404
|
$
|
713
|
||||
Investments
– held to maturity
|
97
|
94
|
||||||
Accounts
receivable, net
|
3,643
|
2,383
|
||||||
Inventory
|
2,374
|
1,815
|
||||||
Prepaid
expenses and other current assets
|
796
|
850
|
||||||
Total
current assets
|
9,314
|
5,855
|
||||||
Equipment,
furniture and leasehold improvements, net
|
381
|
292
|
||||||
Intangible
assets, net
|
47
|
51
|
||||||
Other
assets
|
—
|
232
|
||||||
Deferred
financing costs, net
|
362
|
218
|
||||||
Total
assets
|
$
|
10,104
|
$
|
6,648
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY (CAPITAL DEFICIT)
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
1,026
|
$
|
620
|
||||
Accrued
compensation
|
837
|
891
|
||||||
Other
accrued expenses
|
804
|
729
|
||||||
Advance
payments
|
694
|
35
|
||||||
Deferred
revenue
|
164
|
179
|
||||||
Current
portion of debt
|
1,691
|
7,089
|
||||||
Other
current liabilities
|
798
|
1,020
|
||||||
Total
current liabilities
|
6,014
|
10,563
|
||||||
Long-term
debt
|
—
|
60
|
||||||
Total
liabilities
|
6,014
|
10,623
|
||||||
Commitments
and contingencies
|
||||||||
Redeemable
common stock,: 522,500 shares redeemable as of December 31,
2008 and 162,500 shares redeemable as of December 31, 2007
|
429
|
195
|
||||||
Shareholders’
equity (capital deficit):
|
||||||||
Preferred
stock, $.001 par value: authorized 10,000,000 shares:
|
||||||||
Series
B Convertible Preferred stock, (liquidation preference of $5,739,000)
stated value $1,000 per share, $.001 par value: 10,000 shares
designated and 5,739 issued as of December 31, 2008
|
—
|
—
|
||||||
Common
stock, $.001 par value: authorized 200,000,000 shares, issued and
outstanding, 15,213,959 shares in 2008 and 12,458,400 shares in 2007, net
of redeemable common stock
|
15
|
12
|
||||||
Additional
paid in capital
|
204,818
|
195,131
|
||||||
Accumulated
deficit
|
(201,172
|
)
|
(199,313
|
)
|
||||
Total
shareholders’ equity (capital deficit)
|
3,661
|
( 4,170
|
)
|
|||||
Total
liabilities and shareholders’ equity (capital deficit)
|
$
|
10,104
|
$
|
6,648
|
For
the Year Ended December 31,
|
|||||||||||
2008
|
2007
|
2006
|
|||||||||
(In
thousands, except per share data)
|
|||||||||||
Revenue:
|
|||||||||||
Product
revenue
|
$
|
15,730
|
$
|
16,169
|
$
|
7,983
|
|||||
Contract
revenue
|
3,009
|
1,385
|
186
|
||||||||
Total
revenue, net
|
18,739
|
17,554
|
8,169
|
||||||||
Cost
of goods sold:
|
|||||||||||
Product
revenue
|
9,086
|
11,889
|
11,226
|
||||||||
Contract
revenue
|
1,587
|
739
|
93
|
||||||||
)Cost
of goods sold
|
10,673
|
12,628
|
11,359
|
||||||||
Gross
profit (loss)
|
8,066
|
4,926
|
(3,190
|
)
|
|||||||
Operating
expenses:
|
|||||||||||
Research
and development
|
2,081
|
2,949
|
4,406
|
||||||||
Selling,
general and administrative
|
6,254
|
6,591
|
8,860
|
||||||||
Total
operating expenses
|
8,335
|
9,540
|
13,266
|
||||||||
Loss
from operations
|
(269
|
)
|
(4,614
|
)
|
(16,456
|
)
|
|||||
Other
income (expense):
|
|||||||||||
Interest
expense
|
(1,990
|
)
|
(3,087
|
)
|
(1,306
|
)
|
|||||
Loss
on extinguishment of debt
|
—
|
(10,749
|
)
|
—
|
|||||||
(Loss)
gain on warrant derivative liability
|
—
|
(853
|
)
|
2,405
|
|||||||
Other
income, net
|
400
|
815
|
91
|
||||||||
Total
other (expense) income, net
|
(1,590
|
)
|
(13,874
|
)
|
1,190
|
||||||
Net
loss
|
$
|
(1,859
|
)
|
$ |
(18,488
|
)
|
$
|
(15,266
|
)
|
||
Loss
per share, basic and diluted
|
$
|
(0.13
|
)
|
$ |
(1.59
|
)
|
$
|
(1.52
|
)
|
||
Weighted
average number of shares outstanding:
|
|||||||||||
Basic
and diluted
|
14,175
|
11,633
|
10,058
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-
|
Accumulated
|
Total Shareholders’ Equity (Capital | ||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
in
Capital
|
Deficit
|
Deficit)
|
||||||||||||||||||||||
Balance,
December 31, 2005
|
— | $ | — | 9,997 | $ | 10 | $ | 175,950 | $ | (165,559 | ) | $ | 10,401 | |||||||||||||||
Debt
conversion
|
— | — | 85 | — | 220 | — | 220 | |||||||||||||||||||||
Issuance
of common stock for services
|
— | — | 254 | — | 580 | — | 580 | |||||||||||||||||||||
Stock-based
compensation
|
— | — | — | — | 2,891 | — | 2,891 | |||||||||||||||||||||
Stock
options exercised
|
— | — | 5 | — | 10 | — | 10 | |||||||||||||||||||||
Net
loss
|
— | — | — | — | — | (15,266 | ) | (15,266 | ) | |||||||||||||||||||
Balance,
December 31, 2006
|
— | $ | — | 10,341 | $ | 10 | 179,651 | $ | (180,825 | ) | $ | (1,164 | ) | |||||||||||||||
Debt
conversion
|
— | — | 797 | 1 | 310 | — | 311 | |||||||||||||||||||||
Issuance
of common stock for services
|
— | — | 1,310 | 1 | 1,129 | — | 1,130 | |||||||||||||||||||||
Exercise
of common stock warrants
|
— | — | 10 | — | 3 | — | 3 | |||||||||||||||||||||
Stock-based
compensation
|
— | — | — | — | 1,652 | — | 1,652 | |||||||||||||||||||||
Expiration
of derivative liability- warrants
|
— | — | — | — | 2,653 | — | 2,653 | |||||||||||||||||||||
Beneficial
conversion premium
|
— | — | — | — | 5,078 | — | 5,078 | |||||||||||||||||||||
Fair
value of warrants issued
|
— | — | — | — | 4,655 | — | 4,655 | |||||||||||||||||||||
Net
loss
|
— | — | — | — | (18,488 | ) | (18,488 | ) | ||||||||||||||||||||
Balance,
December 31, 2007
|
— | $ | — | 12,458 | $ | 12 | $ | 195,131 | $ | (199,313 | ) | $ | (4,170 | ) | ||||||||||||||
Sale
of preferred stock, net of issuance costs
|
4 | — | — | — | 3,933 | — | 3,933 | |||||||||||||||||||||
Sale
of common stock, net of issuance costs
|
— | — | 1,587 | 2 | 1,578 | — | 1,580 | |||||||||||||||||||||
Debt
conversion
|
2 | — | 718 | 1 | 1,956 | — | 1,957 | |||||||||||||||||||||
Issuance
of common stock for services
|
— | — | 326 | — | 303 | — | 303 | |||||||||||||||||||||
Stock-based
compensation
|
— | — | — | — | 928 | — | 928 | |||||||||||||||||||||
Put
option waiver
|
— | — | 125 | 150 | — | 150 | ||||||||||||||||||||||
Fair
value of warrants issued
|
— | — | — | — | 883 | — | 883 | |||||||||||||||||||||
Deemed
dividend, put option
|
— | — | — | — | (44 | ) | — | (44 | ) | |||||||||||||||||||
Net
loss
|
— | — | — | — | — | (1,859 | ) | (1,859 | ) | |||||||||||||||||||
Balance,
December 31, 2008
|
6 | $ | — | 15,214 | $ | 15 | $ | 204,818 | $ | (201,172 | ) | $ | 3,661 | |||||||||||||||
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
(In
thousands)
|
||||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$
|
(1,859
|
)
|
$
|
(18,488
|
)
|
$
|
(15,266
|
)
|
|||
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
||||||||||||
Depreciation
and amortization
|
223
|
392
|
841
|
|||||||||
Amortization
of deferred financing and waiver fees
|
1,295
|
418
|
221
|
|||||||||
Increase
(reduction) of provision for sales returns and doubtful
accounts
|
499
|
(79
|
)
|
(39
|
)
|
|||||||
Stock
based compensation
|
928
|
1,652
|
2,891
|
|||||||||
Issuance
of common stock for services, net
|
95
|
1,130
|
553
|
|||||||||
Amortization
of discount on notes payable
|
25
|
1,925
|
956
|
|||||||||
Loss
(gain) on warrant derivative liability
|
—
|
853
|
(2,405
|
)
|
||||||||
Loss
on extinguishment of debt
|
—
|
10,749
|
—
|
|||||||||
Loss
on other asset
|
—
|
—
|
157
|
|||||||||
Write-off
of miscellaneous receivable
|
—
|
103
|
—
|
|||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
receivable
|
(1,759
|
)
|
(1,390
|
)
|
(42
|
)
|
||||||
Inventory
|
(559
|
)
|
670
|
1,354
|
||||||||
Prepaid
expenses and other current assets
|
399
|
1
|
389
|
|||||||||
Advance
payments
|
659
|
(409
|
)
|
384
|
||||||||
Deferred
revenue
|
(15
|
)
|
53
|
30
|
||||||||
Accounts
payable, accrued compensation, and accrued expenses
|
429
|
(381
|
)
|
(566
|
)
|
|||||||
Other
current liabilities
|
(222
|
)
|
858
|
153
|
||||||||
Net
cash provided by (used in) operating activities
|
138
|
(1,943
|
)
|
(10,389
|
)
|
|||||||
Cash
flows from investing activities:
|
||||||||||||
Purchase
of equipment
|
(308
|
)
|
(16
|
)
|
(204
|
)
|
||||||
Proceeds
from maturity of (purchase of) investments – held to
maturity
|
(3
|
)
|
77
|
(51
|
)
|
|||||||
Purchase
of intangibles and other assets
|
—
|
—
|
(2
|
)
|
||||||||
Net
cash (used in) provided by investing activities
|
(311
|
)
|
61
|
(257
|
)
|
|||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from sale of preferred stock, net of issuance costs
|
3,933
|
—
|
—
|
|||||||||
Proceeds
from sale of common stock, net of issuance costs
|
1,580
|
|||||||||||
Proceeds
from exercise of stock options and warrants
|
—
|
3
|
10
|
|||||||||
Borrowings
from line of credit
|
1,934
|
1,108
|
—
|
|||||||||
Proceeds
from long-term debt
|
—
|
500
|
5,970
|
|||||||||
Payments
related to deferred financing costs
|
(117
|
)
|
(368
|
)
|
(591
|
)
|
||||||
Payments
of long-term debt and capitalized lease obligations
|
(5,466
|
)
|
(63
|
)
|
(55
|
)
|
||||||
Net
cash provided by financing activities
|
1,864
|
1,180
|
5,334
|
|||||||||
Net
increase (decrease) in cash and cash equivalents
|
1,691
|
(702
|
)
|
(5,312
|
)
|
|||||||
Cash
and cash equivalents, beginning of year
|
713
|
1,415
|
6,727
|
|||||||||
Cash
and cash equivalents, end of year
|
$
|
2,404
|
$
|
713
|
$
|
1,415
|
||||||
Cash
paid for interest
|
$
|
702
|
$
|
426
|
$
|
128
|
||||||
Cash
paid for taxes
|
$
|
44
|
$
|
78
|
$
|
40
|
||||||
Supplemental
non-cash transactions:
|
||||||||||||
Conversion
of debt to common stock
|
$
|
251
|
$
|
311
|
$
|
220
|
||||||
Conversion
of debt to convertible preferred stock – series B
|
$
|
1,706
|
$
|
—
|
$
|
—
|
||||||
Issuance
of 485,000 and 162,500 shares of common stock for deferred financing costs
in 2008 and 2007, respectively.
|
$
|
340
|
$
|
195
|
$
|
—
|
||||||
Issuance
of 1,120,000 shares of common stock underlying warrants for deferred
financing costs in 2008.
|
$
|
715
|
$
|
—
|
$
|
—
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Trade
receivables
|
$
|
4,500
|
$
|
2,741
|
||||
Less
allowance for doubtful accounts
|
(857
|
)
|
(358
|
)
|
||||
Net
receivables
|
$
|
3,643
|
$
|
2,383
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Raw
materials
|
$
|
1,109
|
$
|
1,069
|
||||
Work
in process
|
280
|
370
|
||||||
Finished
goods
|
985
|
376
|
||||||
Total
inventory
|
$
|
2,374
|
$
|
1,815
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Vendor
prepayments
|
$
|
180
|
$
|
537
|
||||
Other
prepaid expenses*
|
383
|
310
|
||||||
Other
current assets*
|
233
|
3
|
||||||
Total
prepaid expenses and other current assets
|
$
|
796
|
$
|
850
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Computer
hardware and software
|
$
|
1,039
|
$
|
1,025
|
||||
Lab
and factory equipment
|
3,612
|
3,318
|
||||||
Furniture,
fixtures, and office equipment
|
306
|
306
|
||||||
Assets
under capital leases
|
66
|
66
|
||||||
Leasehold
improvements
|
473
|
473
|
||||||
Total
equipment, furniture and leasehold improvements
|
5,496
|
5,188
|
||||||
Less: accumulated
depreciation
|
(5,115
|
)
|
(4,896
|
)
|
||||
Equipment,
furniture and leasehold improvements, net
|
$
|
381
|
$
|
292
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Current
portion of debt:
|
||||||||
Other
debt
|
$
|
60
|
$
|
44
|
||||
Line
of credit
|
1,631
|
1,108
|
||||||
8%
Amended Senior Secured Convertible Notes
|
—
|
5,962
|
||||||
Less: Unamortized
discount on notes payable
|
—
|
(25
|
)
|
|||||
Current
portion of debt, net
|
1,691
|
7,089
|
||||||
Long-term
debt:
|
||||||||
Other
debt
|
—
|
60
|
||||||
Long-term
debt, net
|
—
|
60
|
||||||
Total
debt, net
|
$
|
1,691
|
$
|
7,149
|
·
|
the
due dates have been changed from July 23, 2007 and January 21, 2008 to
December 21, 2008;
|
·
|
the
annual interest rate has been changed from 6% to
8%;
|
·
|
the
Amended Notes are convertible into 8,407,612 shares of the Company’s
common stock. The conversion price for $5.8 million of
principal is at a conversion price of $0.75, originally $2.60, and the
conversion price for $250,000 of principal remains the same at
$0.35;
|
·
|
the
Agreement adjusts the exercise price of the amended Warrants from $3.60 to
$1.03 per share for 1,553,468 shares of common stock and requires the
issuance of warrants for an additional 3,831,859 shares of common stock at
$1.03 per share with an expiration date of July 21,
2011. The warrants are subject to anti-dilution
adjustment rights;
|
·
|
50%
of the Amended Notes can be converted into the Company’s newly designated
Series A Senior Secured Convertible Preferred Stock which is convertible
into common stock at the same rate as the Amended
Notes;
|
·
|
the
liquidated damages of 1% per month will no longer accrue and the deferred
balance at July 23, 2007 is forgiven;
and
|
·
|
there
is no minimum cash or cash equivalents balance
requirement.
|
For
the years ended December 31,
|
||||||||||||||
2008
|
2007
|
2006
|
||||||||||||
Domestic
|
$
|
(1,859
|
)
|
$
|
(18,488
|
)
|
$
|
(15,266
|
)
|
|||||
Total
|
$
|
(1,859
|
)
|
$
|
(18,488
|
)
|
$
|
(15,266
|
)
|
|||||
For
the years ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Federal
and state net operating loss carryforwards
|
$
|
40,964
|
$
|
42,266
|
$
|
41,554
|
||||||
Research
and development tax credit carryforwards
|
1,454
|
1,397
|
—
|
|||||||||
Stock
based compensation
|
879
|
609
|
279
|
|||||||||
Depreciation
and amortization
|
466
|
552
|
(63
|
)
|
||||||||
Other
provisions and expenses not currently deductible
|
851
|
585
|
304
|
|||||||||
Total
deferred tax assets
|
44,614
|
45,409
|
42,074
|
|||||||||
Less
valuation allowance
|
(44,614
|
)
|
(45,409
|
)
|
(42,074
|
)
|
||||||
Net
deferred tax asset
|
$
|
0
|
$
|
0
|
$
|
0
|
For
the years ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
U.S.
Federal income tax benefit at federal statutory rate
|
34
|
%
|
34
|
%
|
34
|
%
|
||||||
Change
in valuation allowance
|
43
|
%
|
(18
|
)%
|
(32
|
)
%
|
||||||
Change
in effective state tax rate
|
(75
|
)%
|
—
|
—
|
||||||||
Loss
on extinguishment of debt
|
—
|
(20
|
)%
|
—
|
||||||||
Other,
net
|
(
2
|
)
%
|
4
|
%
|
(
2
|
)
%
|
||||||
0
|
%
|
0
|
%
|
0
|
%
|
Dividend
yield
|
0
|
%
|
||
Risk
free interest rates
|
5.25
|
%
|
||
Expected volatility
|
122
|
%
|
||
Expected
term (in years)
|
0.4
years
|
Number
of Shares
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Life (In Years)
|
Aggregate
Intrinsic Value
|
||||||||||
Balances
at December 31, 2005
|
1,805,264
|
$
|
10.90
|
||||||||||
Options
granted
|
185,744
|
4.30
|
|||||||||||
Options
exercised
|
(5,000
|
)
|
2.10
|
||||||||||
Options
forfeited
|
(453,115
|
)
|
7.47
|
||||||||||
Options
cancelled
|
(467,148
|
)
|
11.97
|
||||||||||
Balances
at December 31, 2006
|
1,065,745
|
$
|
2.94
|
||||||||||
Options
granted
|
228,577
|
1.41
|
|||||||||||
Options
exercised
|
—
|
—
|
|||||||||||
Options
forfeited
|
(203,943
|
)
|
2.90
|
||||||||||
Options
cancelled
|
(196,056
|
)
|
2.67
|
||||||||||
Balances
at December 31, 2007
|
894,323
|
$
|
2.62
|
||||||||||
Options
granted
|
927,253
|
0.89
|
|||||||||||
Options
exercised
|
—
|
—
|
|||||||||||
Options
forfeited
|
(205,903
|
)
|
2.29
|
||||||||||
Options
cancelled
|
—
|
—
|
|||||||||||
Balances
at December 31, 2008
|
1,615,673
|
$
|
1.63
|
6.43
|
$
|
1,440
|
|||||||
Vested
or expected to vest at
December
31, 2008(1)
|
1,568,953
|
$
|
1.51
|
6.43
|
$
|
—
|
|||||||
Exercisable
at December 31, 2008
|
1,148,476
|
$
|
1.79
|
6.61
|
$
|
—
|
Options
Outstanding
|
Options
Exercisable
|
||||||||||||||||||
Number
Outstanding
|
Weighted
Average Remaining Contractual Life (In Years)
|
Weighted
Average Exercise Price
|
Number
Exercisable
|
Weighted
Average Exercisable Price
|
|||||||||||||||
$ |
0.34
- $0.97
|
759,553
|
7.39
|
$
|
0.80
|
404,620
|
$
|
0.79
|
|||||||||||
$ |
1.00
- $1.44
|
388,577
|
8.71
|
1.38
|
358,397
|
1.41
|
|||||||||||||
$ |
2.60
- $2.70
|
430,343
|
2.98
|
2.61
|
352,959
|
2.61
|
|||||||||||||
$ |
3.50
- $5.80
|
8,000
|
3.55
|
5.51
|
8,000
|
5.51
|
|||||||||||||
$ |
6.60
- $22.50
|
29,200
|
2.57
|
10.91
|
24,500
|
10.90
|
|||||||||||||
1,615,673
|
6.43
|
$
|
1.63
|
1,148,476
|
$
|
1.79
|
For
the years ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Cost
of revenue
|
$
|
134
|
$
|
215
|
$
|
343
|
||||||
Research
and development
|
237
|
357
|
435
|
|||||||||
Selling,
general, and administrative
|
557
|
1,080
|
2,113
|
|||||||||
Total
stock compensation expense
|
$
|
928
|
$
|
1,652
|
$
|
2,891
|
For
the years ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Dividend
yield
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||
Risk
free interest rates
|
1.71%
- 3.37
|
%
|
3.28%
- 4.23
|
%
|
4.59%
- 4.82
|
%
|
||||||
Expected volatility
|
87%
-92
|
%
|
105%
-106
|
%
|
123%
- 126
|
%
|
||||||
Expected
term ( in
years)
|
5
years
|
5
years
|
5
years
|
Outstanding
Warrants
|
||||||||
Shares
|
Weighted
Average Exercise Price
|
|||||||
Balances
at December 31, 2005
|
2,619,725
|
$
|
10.20
|
|||||
Warrants
granted
|
1,805,037
|
3.49
|
||||||
Warrants
exercised
|
—
|
—
|
||||||
Warrants
expired
|
(876,588
|
)
|
6.90
|
|||||
Balances
at December 31, 2006
|
3,548,174
|
$
|
7.05
|
|||||
Warrants
granted
|
4,831,859
|
0.88
|
||||||
Warrants
exercised
|
(9,524
|
)
|
0.35
|
|||||
Warrants
expired
|
(30,000
|
)
|
4.26
|
|||||
Balances
at December 31, 2007
|
8,340,509
|
$
|
2.65
|
|||||
Warrants
granted
|
4,038,740
|
1.22
|
||||||
Warrants
exercised
|
—
|
—
|
||||||
Warrants
expired
|
(100,009
|
)
|
27.60
|
|||||
Balances
at December 31, 2008
|
12,279,239
|
$
|
1.88
|
Quarters
Ended
|
|||||||||||||||||
March
31, 2008
|
June
30, 2008
|
September
30, 2008
|
December
31, 2008
|
||||||||||||||
Revenues
|
$
|
2,665
|
$
|
5,619
|
$
|
5,185
|
$
|
5,270
|
|||||||||
Gross
margin
|
$
|
352
|
$
|
2,623
|
$
|
2,384
|
$
|
2,707
|
|||||||||
Net
(loss) income
|
$
|
(2,674
|
)
|
$
|
(122
|
)
|
$
|
361
|
$
|
576
|
|||||||
Net
(loss) income per share – basic
|
$
|
(0.21
|
)
|
$
|
(0.01
|
)
|
$
|
0.02
|
$
|
0.04
|
|||||||
Net
(loss) income per share – diluted
|
$
|
(0.21
|
)
|
$
|
(0.01
|
)
|
$
|
0.02
|
$
|
0.03
|
|||||||
Weighted
average number of shares outstanding – basic
|
12,621
|
14,321
|
14,617
|
15,113
|
|||||||||||||
Weighted
average number of shares outstanding –diluted
|
12,621
|
14,321
|
23,430
|
23,907
|
|||||||||||||
Quarters
Ended
|
|||||||||||||||||
March
31, 2007
|
June
30, 2007
|
September
30, 2007
|
December
31, 2007
|
||||||||||||||
Revenues
|
$
|
3,609
|
$
|
4,232
|
$
|
5,071
|
$
|
4,642
|
|||||||||
Gross
margin
|
$
|
494
|
$
|
1,286
|
$
|
2,012
|
$
|
1,134
|
|||||||||
Net
loss
|
$
|
(2,937
|
)
|
$
|
(1,728
|
)
|
$
|
(12,651
|
)
|
$
|
(1,172
|
)
|
|||||
Net
loss per share – basic and diluted
|
$
|
(0.27
|
)
|
$
|
(0.15
|
)
|
$
|
(1.06
|
)
|
$
|
(0.10
|
)
|
|||||
Weighted
average number of shares outstanding – basic and diluted
|
10,792
|
11,176
|
11,935
|
12,249
|
March
31, 2009
(unaudited)
|
December
31, 2008
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 2,329 | $ | 2,404 | ||||
Investments
– held to maturity
|
97 | 97 | ||||||
Accounts
receivable, net
|
2,950 | 3,643 | ||||||
Inventory
|
2,214 | 2,374 | ||||||
Prepaid
expenses and other current assets
|
1,233 | 796 | ||||||
Total
current assets
|
8,823 | 9,314 | ||||||
Equipment,
furniture and leasehold improvements, net
|
391 | 381 | ||||||
Intangible
assets, net
|
46 | 47 | ||||||
Deferred
financing costs, net
|
212 | 362 | ||||||
Total
assets
|
$ | 9,472 | $ | 10,104 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 569 | $ | 1,026 | ||||
Accrued
compensation
|
631 | 837 | ||||||
Other
accrued expenses
|
1,152 | 804 | ||||||
Advance
payments
|
649 | 694 | ||||||
Deferred
revenue
|
120 | 164 | ||||||
Debt
|
682 | 1,691 | ||||||
Other
current liabilities
|
917 | 798 | ||||||
Total
current liabilities
|
4,720 | 6,014 | ||||||
Commitments
and contingencies
|
||||||||
Redeemable
common stock: 522,500 redeemable shares
|
429 | 429 | ||||||
Shareholders’
equity:
|
||||||||
Preferred
stock, $.001 par value: authorized 10,000,000 shares:
|
— | — | ||||||
Series B Convertible Preferred stock, (liquidation preference of
$5,739,000) stated value $1,000 per share, $.001 par
value: 10,000 shares designated and 5,739
issued
|
— | — | ||||||
Common
stock, $.001 par value: authorized 200,000,000 shares, issued and
outstanding, 15,429,863 shares as of March 31, 2009 and 15,213,959 as of
December 31, 2008, net of redeemable common stock
|
15 | 15 | ||||||
Additional
paid-in capital
|
205,086 | 204,818 | ||||||
Accumulated
deficit
|
(200,778 | ) | (201,172 | ) | ||||
Total
shareholders’ equity
|
4,323 | 3,661 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 9,472 | $ | 10,104 |
Three
Months Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
Revenue:
|
||||||||
Product
revenue
|
$
|
4,356
|
$
|
2,462
|
||||
Contract
revenue
|
788
|
203
|
||||||
Total
revenue, net
|
5,144
|
2,665
|
||||||
Cost
of goods sold:
|
||||||||
Product
revenue
|
2,257
|
2,181
|
||||||
Contract
revenue
|
428
|
132
|
||||||
Total
cost of goods sold
|
2,685
|
2,313
|
||||||
Gross
profit
|
2,459
|
352
|
||||||
Operating
expenses:
|
||||||||
Research
and development
|
362
|
674
|
||||||
Selling,
general and administrative
|
1,529
|
1,807
|
||||||
Total
operating expenses
|
1,891
|
2,481
|
||||||
Income
(loss) from operations
|
568
|
(2,129
|
)
|
|||||
Other
income (expense):
|
||||||||
Interest
expense, net
|
(175
|
)
|
(631
|
)
|
||||
Other
income, net
|
1
|
86
|
||||||
Total
other expense
|
(174
|
)
|
(545
|
)
|
||||
Provision
for income taxes
|
—
|
—
|
||||||
Net
income (loss)
|
$
|
394
|
$
|
(2,674
|
)
|
|||
Income
(loss) per share, basic
|
$
|
0.02
|
$
|
(0.21
|
)
|
|||
Income
(loss) per share, diluted
|
$
|
0.02
|
$
|
(0.21
|
)
|
|||
Weighted
average number of shares outstanding:
|
||||||||
Basic
|
15,860,517
|
12,620,900
|
||||||
Diluted
|
23,899,255
|
12,620,900
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-
|
Accumulated
|
Total Shareholders’ | ||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
in
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance,
December 31, 2008
|
6 | $ | — | 15,214 | $ | 15 | $ | 204,818 | $ | (201,172 | ) | $ | 3,661 | |||||||||||||||
Issuance
of common stock for services
|
— | — | 216 | — | 115 | — | 115 | |||||||||||||||||||||
Stock-based
compensation
|
— | — | — | — | 153 | — | 153 | |||||||||||||||||||||
Net
income
|
— | — | — | — | — | 394 | 394 | |||||||||||||||||||||
Balance,
March 31, 2009 (unaudited)
|
6 | $ | — | 15,430 | $ | 15 | $ | 205,086 | $ | (200,778 | ) | $ | 4,323 | |||||||||||||||
Three
months Ended
|
||||||||
March
31,
|
||||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$
|
394
|
$
|
(2,674
|
)
|
|||
Adjustments
to reconcile net income (loss) to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
and amortization
|
23
|
68
|
||||||
Amortization
of deferred financing and waiver fees
|
150
|
448
|
||||||
Reduction
of provision for sales returns and doubtful accounts
|
(114
|
)
|
(47
|
)
|
||||
Stock-based
compensation
|
153
|
356
|
||||||
Issuance
of common stock for services
|
76
|
—
|
||||||
Amortization
of discount on notes payable
|
—
|
25
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
807
|
329
|
||||||
Inventory
|
160
|
(11
|
)
|
|||||
Prepaid
expenses and other current assets
|
(398
|
)
|
426
|
|||||
Deferred
revenue
|
(44
|
)
|
(79
|
)
|
||||
Accounts
payable, accrued compensation, other accrued expenses, and advance
payments
|
(359
|
))
|
830
|
|||||
Other
current liabilities
|
119
|
(244
|
)
|
|||||
Net
cash provided by (used in) operating activities
|
967
|
(573
|
)
|
|||||
Cash
flows from investing activities:
|
||||||||
Purchase
of equipment
|
(33
|
)
|
(231
|
)
|
||||
Net
cash used in investing activities
|
(33
|
)
|
(231
|
)
|
||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from line of credit
|
—
|
700
|
||||||
Payments
related to deferred financing costs
|
—
|
(9
|
)
|
|||||
Payments
of debt
|
(1,009
|
)
|
(256
|
)
|
||||
Net
cash (used in) provided by financing activities
|
(1,009
|
)
|
435
|
|||||
Net
decrease in cash and cash equivalents
|
(75
|
)
|
(369
|
)
|
||||
Cash
and cash equivalents, beginning of period
|
2,404
|
713
|
||||||
Cash
and cash equivalents, end of period
|
$
|
2,329
|
$
|
344
|
||||
Cash
paid for interest
|
$
|
38
|
$
|
158
|
||||
Cash
paid for taxes
|
$
|
21
|
$
|
10
|
||||
Common
stock issued for services charged to prepaid expenses
|
$
|
39
|
$
|
—
|
||||
March
31, 2009
(unaudited)
|
December
31, 2008
|
||||||
Accounts
receivable
|
$
|
3,692
|
$
|
4,500
|
|||
Less
allowance for doubtful accounts
|
(742
|
)
|
(857
|
)
|
|||
Net
receivables
|
$
|
2,950
|
$
|
3,643
|
Three
Months Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
Numerator:
|
||||||||
Net
income (loss)
|
$
|
394
|
$ |
(2,674
|
)
|
|||
Denominator:
|
||||||||
Weighted
average shares outstanding for basic earning per share
|
15,860,517
|
12,620,900
|
||||||
Effective
of dilutive shares:
|
||||||||
Dilution
from stock options and warrants
|
120,540
|
—
|
||||||
Redeemable
stock
|
266,198
|
—
|
||||||
Convertible
preferred stock
|
7,652,000
|
—
|
||||||
Dilutive
potential common shares
|
8,038,738
|
—
|
||||||
Weighted
–average shares outstanding for diluted earnings per share
|
23,899,255
|
12,620,900
|
March
31,
2009
(unaudited)
|
December
31, 2008
|
|||||||
Raw
materials
|
$
|
1,085
|
$
|
1,109
|
||||
Work
in process
|
163
|
280
|
||||||
Finished
goods
|
966
|
985
|
||||||
Total
inventory
|
$
|
2,214
|
$
|
2,374
|
March
31,
2009
(unaudited)
|
December
31, 2008
|
|||||||
Vendor
prepayments
|
$
|
466
|
$
|
180
|
||||
Other
prepaid expenses *
|
767
|
383
|
||||||
Other
assets
|
—
|
233
|
||||||
Total
prepaid expenses and other current assets
|
$
|
1,233
|
$
|
796
|
March
31, 2009
(unaudited)
|
December
31,
2008
|
|||||||
Line
of credit, net of deferred debt issuance costs
|
$
|
632
|
$
|
1,631
|
||||
Other
debt
|
50
|
60
|
||||||
Total
debt, net
|
$
|
682
|
$
|
1,691
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Cost
of revenue
|
$
|
24
|
$
|
52
|
||||
Research
and development
|
58
|
82
|
||||||
Selling,
general and administrative
|
71
|
222
|
||||||
Total
stock compensation expense
|
$
|
153
|
$
|
356
|
For
the Three Months Ended March 31, 2008
|
||||
Dividend
yield
|
0 | % | ||
Risk
free interest rates
|
2.46 – 2.82 | % | ||
Expected volatility
|
90.9 – 92.3 | % | ||
Expected
term (in years)
|
5 |
Number
of Shares
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Life (In Years)
|
Aggregate
Intrinsic Value
|
|||||||||||||
Outstanding
at January 1, 2009
|
1,615,673 | $ | 1.63 | |||||||||||||
Options
granted
|
— | |||||||||||||||
Options
exercised
|
— | |||||||||||||||
Options
forfeited
|
(290 | ) | 2.60 | |||||||||||||
Options
cancelled
|
— | |||||||||||||||
Outstanding
at March 31, 2009
|
1,615,383 | $ | 1.63 | 6.18 | $ | 2,640 | ||||||||||
Vested
or expected to vest at March 31, 2009 (1)
|
1,569,799 | $ | 1.50 | 6.18 | $ | 2,376 | ||||||||||
Exercisable
at March 31, 2009
|
1,159,546 | $ | 1.80 | 6.34 | $ | — |
Options
Outstanding
|
Options
Exercisable
|
|||||||||||
Number
Outstanding
|
Weighted
Average Remaining Contractual Life (In Years)
|
Weighted
Average Exercise Price
|
Number
Exercisable
|
Weighted
Average Exercisable Price
|
||||||||
$0.34
- $0.97
|
759,553
|
7.14
|
$ 0.80
|
406,620
|
$ 0.79
|
|||||||
$1.00
- $1.44
|
388,577
|
8.46
|
1.38
|
358,397
|
1.41
|
|||||||
$2.60
- $2.70
|
430,053
|
2.74
|
2.61
|
362,059
|
2.61
|
|||||||
$3.50
- $5.80
|
8,000
|
3.31
|
5.51
|
8,000
|
5.51
|
|||||||
$6.60
- $22.50
|
29,200
|
2.32
|
10.91
|
24,500
|
10.90
|
|||||||
1,615,383
|
6.18
|
$ 1.63
|
1,159,546
|
$ 1.80
|
SEC
Registration fee
|
$
|
357
|
||
Accounting
fees and expenses
|
25,000
|
*
|
||
Legal
fees and expenses
|
30,000
|
*
|
||
Miscellaneous
|
0
|
|||
TOTAL
|
$
|
55,357
|
*
|
●
|
The
due date for the outstanding Notes (totaling after conversions an
aggregate of $6,020,000) has been extended to December 21,
2008;
|
●
|
The
Amended Notes are convertible into (i) 8,407,612 shares of the Company’s
common stock. The conversion price for $5,770,000 of principal was revised
from $2.60 to $0.75 per share. The conversion price of $0.35 per share for
$250,000 of principal was
unchanged;
|
●
|
$3,010,000
of the Notes can convert into (ii) 3,010 shares of the Company’s newly
formed Series A Convertible Preferred Stock (the “Preferred”) at a
conversion price of $1,000 per share. The Preferred is convertible into
common stock at the same price allowable by the Amended Notes,
subject to adjustment as provided for in the Certificate of
Designations;
|
●
|
The
Amended Notes adjust the exercise price from $3.60 to $1.03 per share for
1,553,468 Warrants and require the issuance of 3,831,859 Warrants
exercisable at $1.03 per share pursuant to which the holders may acquire
common stock, until July 21, 2011;
and
|
●
|
As
of July 23, 2007 the interest rate was raised from 6% to
8%.
|
Exhibit
Number
|
Description
|
||
2.1
|
Agreement
and Plan of Merger between Fashion Dynamics Corp., FED Capital Acquisition
Corporation and FED Corporation dated March 13, 2000 (incorporated by
reference to exhibit 2.1 to the Registrant's Current Report on Form 8-K/A
filed on March 17, 2000).
|
||
3.1
|
Amended
and Restated Articles of Incorporation (incorporated by reference to
exhibit 99.2 to the Registrant's Definitive Proxy Statement filed on June
14, 2001).
|
||
3.2
|
Amended
Articles of Incorporation (incorporated by reference to exhibit A to the
Registrant's Definitive Proxy Statement filed on June 13,
2003).
|
||
3.3
|
Bylaws
of the Registrant (incorporated by reference to exhibit 99.3 to the
Registrant's Definitive Proxy Statement filed on June 14,
2001).
|
||
3.4
|
Certificate
of Designations of Series B Convertible Preferred Stock (incorporated by
reference to Exhibit 4.2 of the Registrant’s current report on Form 8-K
filed on December 23, 2008).
|
||
4.1
|
Form
of Warrant dated as of April 25, 2003 (incorporated by reference to
exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on April
28, 2003).
|
||
4.2
|
Form
of Series A Common Stock Purchase Warrant dated as of January 9, 2004
(incorporated by reference to exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on January 9, 2004).
|
||
4.3
|
Form
of Series B Common Stock Purchase Warrant dated as of January 9, 2004
(incorporated by reference to exhibit 4.2 to the Registrant’s Current
Report on Form 8-K filed on January 9, 2004).
|
||
4.4
|
Form
of Series C Common Stock Purchase Warrant dated as of January 9, 2004
(incorporated by reference to exhibit 4.3 to the Registrant's Current
Report on Form 8-K filed on January 9, 2004).
|
||
4.5
|
Form
of Series D Warrant (incorporated by reference to exhibit 4.1 to the
Registrant's current report on Form 8-K filed on March 4,
2004).
|
||
4.6
|
Form
of Series E Warrant (incorporated by reference to exhibit 4.2 to the
Registrant's current report on Form 8-K filed on March 4,
2004).
|
||
4.7
|
Form
of Common Stock Purchase Warrant (incorporated by reference to exhibit 4.1
to the Registrant's current report on Form 8-K filed on August 26,
2008).
|
||
4.8
|
Form
of Amended and Restated Secured Revolving Loan Note (incorporated by
reference to exhibit 4.2 to the Registrant's current report on Form 8-K
filed on August 26, 2008).
|
||
4.9
|
Form
of Series F Warrant (incorporated by reference to exhibit 4.1 to the
Registrant's current report on Form 8-K filed on October 26,
2004).
|
||
4.10
|
Form
of Common Stock Purchase Warrant dated October 20, 2005, filed October 31,
2005, as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
||
4.11
|
Form
of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1
to the Registrant’s current report on Form 8-K filed on December 23,
2008).
|
||
5.1
|
Consent
of Sichenzia Ross Friedman Ference LLP (filed herewith).
|
10.1
|
2000
Stock Option Plan, (incorporated by reference to Annex A to Exhibit 99.1
to the Registrant's Registration Statement on Form S-8 filed on March 14,
2000).*
|
||
10.2
|
Form
of Agreement for Stock Option Grant pursuant to 2003 Stock Option Plan
(incorporated by reference to exhibit 99.2 to the Registrant's
Registration Statement on Form S-8 filed on March 14,
2000).*
|
||
10.3
|
Nonexclusive
Field of Use License Agreement relating to OLED Technology for miniature,
high resolution displays between the Eastman Kodak Company and FED
Corporation dated March 29, 1999 (incorporated by reference to exhibit
10.6 to the Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 2000 filed on April 30, 2001).
|
||
10.4
|
Amendment
Number 1 to the Nonexclusive Field of Use License Agreement relating to
the LED Technology for miniature, high resolution displays between the
Eastman Kodak Company and FED Corporation dated March 16, 2000
(incorporated by reference to exhibit 10.7 to the Registrant's Annual
Report on Form 10-K/A for the year ended December 31, 2000 filed on April
30, 2001).
|
||
10.5
|
Lease
between International Business Machines Corporation and FED Corporation
dated May 28, 1999 (incorporated by reference to exhibit 10.9 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2000 filed on March 30, 2001).
|
||
10.6
|
Amendment
Number 1 to the Lease between International Bushiness Machines Corporation
and FED Corporation dated July 9, 1999 (incorporated by reference to
exhibits 10.8 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000 filed on March 30, 2001)
|
||
10.7
|
Amendment
Number 2 to the Lease between International Business Machines Corporation
and FED Corporation dated January 29, 2001 (incorporated by reference to
exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2000 filed on March 30, 2001).
|
||
10.8
|
Amendment
Number 3 to Lease between International Business Machines Corporation and
FED Corporation dated May 28, 2002 (incorporated by reference to the
Company’s Form S-1A as filed November 12, 2008).
|
||
10.9
|
Amendment
Number 4 to Lease between International Business Machines Corporation and
FED Corporation dated December 14, 2004 (incorporated by reference to the
Registrant’s Current Report on Form 8-K filed on December 20,
2004).
|
||
10.10
|
Securities
Purchase Agreement dated as of April 25, 2003 by and among eMagin and the
investors identified on the signature pages thereto, filed April 28, 2003,
as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
||
10.11
|
Registration
Rights Agreement dated as of April 25, 2003 by and among eMagin and
certain initial investors identified on the signature pages thereto
(incorporated by reference to exhibit 10.3 to the Registrant's Current
Report on Form 8-K filed on April 28, 2003).
|
||
10.12
|
Securities
Purchase Agreement dated as of January 9, 2004 by and among eMagin and the
investors identified on the signature pages thereto (incorporated by
reference to exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on January 9, 2004).
|
||
10.13
|
Registration
Rights Agreement dated as of January 9, 2004 by and among eMagin and
certain initial investors identified on the signature pages thereto
(incorporated by reference to exhibit 10.2 to the Registrant's Current
Report on Form 8-K filed on January 9, 2004).
|
||
10.14
|
Master
Amendment Agreement dated as of February 17, 2004 by and among eMagin and
the investors identified on the signature pages thereto (incorporated by
reference to exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on March 4, 2004).
|
||
10.15
|
Registration Rights Agreement dated
as of February 17, 2004 by and among eMagin and certain initial
investors identified on the signature
pages thereto (incorporated by reference
to exhibit 10.2 to the Registrant's
Current Report on Form 8-K filed on March 4, 2004).
|
||
10.16
|
Letter
Agreement amending the Master Amendment Agreement
dated as of March 1, 2004 by
and among eMagin and
the parties to
the Master Amendment
Agreement (incorporated by reference to exhibit 10.3 to the
Registrant's Current Report on Form 8-K filed on March 4,
2004).
|
10.17
|
Lease
between International Business Machines Corporation and
FED Corporation dated May 28, 1999, as
filed in the Registrant's Form 10-K/A for the year
ended December 31, 2000 (incorporated by
reference to the Form 10-K filed on March 30,
2001).
|
||
10.18
|
Amendment Number 2 to the Lease between International Business
Machines Corporation and
FED Corporation dated January 29, 2001,
as filed in the Registrant's Form 10-K/A for the
year ended December 31, 2000 (incorporated by reference to Form
10-K filed March 30, 2001).
|
||
10.19
|
Secured
Note Purchase Agreement entered into as of November 27, 2001,
by and among eMagin Corporation and
certain investors named therein,
as filed in
the Registrant's Form 8-K dated December 18, 2001
(incorporated by reference to Form 8-K filed December 18,
2001).
|
||
10.20
|
2004
Non-Employee Compensation Plan, filed July 7, 2004, as filed in the
Registrant’s Form S-8, incorporated herein by reference.*
|
||
10.21
|
Form
of Letter Agreement by and among eMagin and the holders of the Class A,
Class B and Class C common stock purchase warrants, filed August 9, 2004 ,
as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
||
10.22
|
Securities
Purchase Agreement dated as of October 21, 2004 by and among eMagin and
the purchasers listed on the signature pages thereto, filed October 26,
2004 as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
||
10.23
|
Placement
Agency Agreement dated as of October 21, 2004 by and among eMagin and W.R.
Hambrecht & Co., LLC, filed October 26, 2004, as filed in the
Registrant's Form 8-K incorporated herein by reference.
|
||
10.24
|
Agreement,
dated as of June 29, 2004, by and between eMagin and Larkspur Capital
Corporation, filed October 26, 2004, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
||
10.25
|
Sublease
Agreement dated as of July 14, 2005 by and between eMagin and
Cap Gemini U.S., LLC, filed August 2, 2005, as filed in the
Registrant's Form 8-K incorporated herein by reference.
|
||
10.26
|
Amended
and Restated 2003 Stock Option Plan, filed September 1, 2005, as filed in
the Registrant’s Definitive Proxy Statement, incorporated herein by
reference.*
|
||
10.27
|
Amended
and Restated 2004 Non-Employee Compensation Plan, filed September 1, 2005,
as filed in the Registrant’s Definitive Proxy Statement, incorporated
herein by reference.*
|
||
10.28
|
2005
Employee Stock Purchase Plan, filed September 1, 2005, as filed in the
Registrant’s Definitive Proxy Statement, incorporated herein by
reference.*
|
||
10.29
|
Securities
Purchase Agreement dated as of October 20, 2005, by and among eMagin and
the purchasers listed on the signature pages thereto, filed October 31,
2005, as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
||
10.30
|
Registration
Rights Agreement dated as of October 20, 2005, by and among eMagin and the
purchasers listed on the signature pages thereto, filed October 31, 2005,
as filed in the Registrant's Form 8-K incorporated herein by
reference.
|
||
10.31
|
Employment
Agreement effective as of January 1, 2006 by and between eMagin and Gary
Jones, filed January 27, 2006, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
||
10.32
|
Employment
Agreement effective as of January 1, 2006 by and between eMagin and Susan
Jones, filed January 27, 2006, as filed in the Registrant's Form 8-K
incorporated herein by reference.
|
||
10.33
|
Amendment
to Employment Agreement as of April 17, 2006 by and between eMagin and
Gary Jones.
|
||
10.34
|
Amendment
to Employment Agreement as of April 17, 2006 by and between eMagin and
Susan Jones.
|
10.35
|
Form
of Note Purchase Agreement dated July 21, 2006, by and among the Company
and the investors named on the signature pages thereto, (incorporated by
reference to the Company’s Form S-1A as filed November 12,
2008).
|
||
10.36
|
Form
of Note Purchase Agreement dated July 21, 2006, by and between the Company
and Stillwater LLC, (incorporated by reference to the Company’s Form S-1A
as filed November 12, 2008).
|
||
10.37
|
2004
Amended and Restated Non-Employee Compensation Plan, filed September 21,
2006, as filed in the Registrant's Definitive Proxy Statement incorporated
herein by reference.*
|
||
10.38
|
Executive
Separation and Consulting Agreement dated as of January 11, 2007 by and
between eMagin Corporation and Gary W. Jones, filed January 19, 2007, as
filed in the Registrant's Form 8-K/A incorporated herein by
reference.
|
||
10.39
|
Letter
Agreement dated as of February 12, 2007 by and between eMagin Corporation
and Dr. K.C. Park, filed February 16, 2007, as filed in the Registrant's
Form 8-K incorporated herein by reference.
|
||
10.40
|
Allonge
to the 6% Senior Secured Convertible Notes Due 2007-2008 of eMagin
Corporation dated as of March 9, 2007, filed March 13, 2007, as filed in
the Registrant's Form 8-K incorporated herein by
reference.
|
||
10.41
|
First
Amendment to Note Purchase Agreement as of March 28, 2007 by and between
eMagin Corporation and Stillwater LLC, as filed in the Registrant's
Form 8-K dated April 26, 2007 incorporated herein by
reference.
|
||
10.42
|
Note
Purchase Agreement as of April 9, 2007 by and between eMagin
Corporation and Stillwater LLC, as filed in the Registrant's Form 8-K
dated April 25, 2007 (incorporated by reference to the Company’s Form S-1A
as filed November 12, 2008).
|
||
10.43
|
6%
Senior Secured Convertible Note, dated April 9, 2007, by and between the
Company and Stillwater LLC, incorporated by reference to the Company’s
Form 8-K as filed on April 26, 2007.
|
||
10.44
|
Common
Stock Purchase Warrant, dated April 9, 2007, by and between the Company
and Stillwater LLC, incorporated by reference to the Company’s Form 8-K as
filed on April 26, 2007.
|
||
10.45
|
Employment
Agreement between the Company and Tatum, LLC, dated December 26, 2007,
incorporated by reference to the Company’s Form 8-K as filed on January 3,
2008.
|
||
10.46
|
Form
of Common Stock Purchase Warrant, incorporated by reference to the
Company’s Form 8-K/A as filed on February 8, 2008.
|
||
10.47
|
Amendment
No. 1 to Loan and Security Agreement, dated as of January 30, 2008, to the
Loan and Security Agreement, dated August 7, 2007, incorporated by
reference to the Company’s Form 8-K/A as filed February 8,
2008.
|
||
10.48
|
Warrant
Issuance Agreement, dated January 30, 2008, incorporated by reference to
the Company’s Form 8-K/A as filed February 8, 2008.
|
||
10.49
|
Form
of Common Stock Purchase Warrant, incorporated by reference to the
Company’s Form 8-K, as filed on March 31, 2008.
|
||
10.50
|
Amendment
No. 2 to Loan and Security Agreement, dated as of March 25, 2008 to the
Loan and Security Agreement, dated August 7, 2007, as amended on January
30, 2008, incorporated by reference to the Company’s Form 8-K, as filed
March 31, 2008.
|
||
10.51
|
Amendment
No. 1 to Warrant Issuance Agreement, dated as of March 25, 2008, as
amended on January 30, 2008, incorporated by reference to the Company’s
Form 8-K, as filed March 31, 2008.
|
||
10.52
|
Form of Common Stock Purchase
Warrant, incorporated by reference to the Company’s Form 8-K, as filed on
April 4, 2008.
|
||
10.53
|
Securities
Purchase Agreement, dated as of April 2, 2008, incorporated by reference
to the Company’s Form 8-K, as filed April 4, 2008 (incorporated by
reference to the Company’s Form S-1A as filed November 12,
2008).
|
10.54
|
Registration
Rights Agreement, dated as of April 2, 2008, incorporated by reference to
the Company’s Form 8-K, as filed April 4, 2008.
|
||
10.55
|
Agreement
between the Company and Tatum, LLC, incorporated by reference to the
Company’s Form 8-K, filed April 18, 2008.
|
||
10.56
|
Employment
Agreement effective as of June 1, 2008 by and between eMagin and Andrew
Sculley, incorporated by reference to the Company’s Form 8-K/A as filed
August 19, 2008.
|
||
10.57
|
Amendment
No. 3 to Loan and Security Agreement, dated as of August 20,
2008 to the Loan and Security Agreement, dated August 7, 2007,
incorporated by reference to the Company’s Form 8-K, as filed August 26,
2008.
|
||
10.58
|
Warrant
Issuance Agreement No. 2, dated August 20, 2008, incorporated by reference
to the Company’s Form 8-K as filed August 26, 2008.
|
||
10.59
|
Amended
and restated Securities Issuance Agreement, dated as of August 20, 2008,
incorporated by reference to the Company’s Form 8-K, as filed August 26,
2008.
|
||
10.60
|
Amendment,
dated August 20, 2008, to Registration Rights Agreement, dated as of
August 7, 2007, incorporated by reference to the Company’s Form 8-K, as
filed August 26, 2008.
|
||
10.61
|
Loan
and Security Agreement between Moriah Capital, L.P. and eMagin
Corporation, dated as of August 7, 2007, (filed
herewith)**
|
||
10.62
|
Amendment
Agreement, dated as of July 23, 2007, incorporated by reference to the
Company’s Form 8-K as filed on July 25, 2007.
|
||
10.63
|
Form
of Amended and Restated 8% Senior Secured Convertible Note due 2008,
incorporated by reference to the Company’s Form 8-K as filed on July 25,
2007.
|
||
10.64
|
Form
of Amended and Restated Common Stock Purchase Warrant, incorporated by
reference to the Company’s Form 8-K as filed on July 25,
2007.
|
||
10.65
|
Form
of Amendment No. 1 to Patent and Security Agreement, , filed July 25,
2007, Incorporated by reference to the Company’s Form 8-K as filed on July
25, 2007.
|
||
10.66
|
Form
of Lockbox Agreement, filed July 25, 2007, incorporated by reference to
the Company’s Form 8-K as filed on July 25, 2007.
|
||
10.67
|
Securities
Purchase Agreement, dated December 18, 2008 (incorporated by reference to
exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on
December 22, 2008).
|
||
10.68
|
Registration
Rights Agreement, dated December 18, 2008 (incorporated by reference to
exhibit 99.2 of the Registrant’s Current Report on Form 8-K filed on
December 22, 2008).
|
||
10.69
|
Exchange
Agreement, dated December 18, 2008 (incorporated by reference to exhibit
99.3 of the Registrant’s Current Report on Form 8-K filed on December 22,
2008).
|
||
10.70
|
Employment
Agreement effective as of May 8, 2009 by and between eMagin and Paul
Campbell, incorporated by reference to the Company’s Form 8-K as filed May
14, 2009.
|
||
10.71
|
Amendment Number 6 to the lease between International Business Machines Corporation and eMagin Corporation dated May 27, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-k filed on June 19, 2009). | ||
10.72
|
Lease between Northrup Building LLC and eMagin dated May 28, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-k filed on June 19, 2009). | ||
23.1
|
Consent
of Sichenzia Ross Friedman Ference LLP (included in Exhibit
5.1).
|
||
23.2
|
Consent
of Independent Registered Public Accounting Firm (filed
herewith).
|
||
*
Each of the Exhibits noted by an asterisk is a management compensatory
plan or arrangement.
|
Year
Ended
|
Beginning
Balance
|
Charged
to Expenses
|
Amounts
Written Off
|
Ending
Balance
|
||||||||||||
(In
thousands)
|
||||||||||||||||
December
31, 2008
|
$
|
(358
|
)
|
$
|
509
|
$
|
10
|
$
|
(857
|
)
|
||||||
December
31, 2007
|
$
|
(443
|
)
|
$
|
—
|
$
|
85
|
$
|
(358
|
)
|
||||||
December
31, 2006
|
$
|
(487
|
)
|
$
|
—
|
$
|
44
|
$
|
(443
|
)
|
1.
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
2.
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
3.
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
|
EMAGIN CORP. |
Date: June
22, 2009
|
By: /s/ ANDREW G.
SCULLEY
|
Andrew
G. Sculley
|
|
Chief
Executive Officer and President
(Principal
Executive Officer)
|
|
Date: June
22, 2009
|
By: /s/ PAUL
CAMPBELL
|
Paul
Campbell
|
|
Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting
Officer)
|
Signature
|
Title
|
Date
|
||
/s/
Andrew G. Sculley
Andrew
G. Sculley
|
Chief
Executive Officer and President
(Principal
Executive Officer)
|
June
22, 2009
|
||
/s/
Paul Campbell
Paul
Campbell
|
Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
June
22, 2009
|
||
/s/
Thomas Paulsen
Thomas
Paulsen
|
Director
|
June
22, 2009
|
||
/s/
Claude
Charles
Claude
Charles
|
Director
|
June
22, 2009
|
||
/s/ Paul
Cronson
Paul
Cronson
|
Director
|
June
22, 2009
|
||
/s/ Irwin
Engelman
Irwin
Engelman
|
Director
|
June
22, 2009
|
||
Dr.
Jacob E. Goldman
|
Director
|
June
22, 2009
|
||
/s/ Brig. Gen. Stephen
Seay
Brig.
Gen. Stephen Seay
|
Director
|
June
22, 2009
|
||