SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended March 31, 2001
Commission File No. 1-12362
LIFEPOINT, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0539168
(State or other jurisdiction of (IRS Employer
Incorporation organization) I.D. Number)
1205 South Dupont Street
Ontario, California 91761
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code:
(909) 418-3000
Securities registered pursuant to Section 12 (b) of the Act:
Effective April 19, 2000, Common Stock, $.001 par value
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $.001 par value
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days: Yes[X] No[ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $118,188,476 (based on the closing price of Registrant's Common Stock on the American Stock Exchange at June 19, 2001, or $3.75 per share). This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of June 19, 2001, there were 31,516,927 shares of the registrant's Common Stock and 75,000 shares of the Preferred Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE The definitive Proxy Statement to be filed pursuant to Regulation 14A for the fiscal year ended March 31, 2001 is incorporated herein by reference in Part III, Items 9-12 of Form 10-K. Either the Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the close of the registrant's most recent calendar year or an amendment to this Report reporting such Items will be filed within such 120 days.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements:
The LifePoint financial statements appear in a separate section of this Annual Report on Form
10-K commencing on the pages referenced below:
Page
Report of Ernst & Young LLP F-1
Report of Wolinetz, Lafazan, & Company, P.C. F-2
Balance Sheets as of March 31, 2001 and 2000 F-3
Statements of Operations for the years ended March 31, 2001, 2000,
and 1999 and for the Period from October 8, 1992
(inception) to March 31, 2001 F-4
Statements of Stockholders' Equity for the period
from October 8, 1992 (inception) to March 31, 2001 F-5
Statements of Cash Flows for the years ended March 31, 2001, 2000
and 1999 and for the Period from October 8, 1992
(inception) to March 31, 2001 F-6
Notes to Financial Statements F-8
(2) Financial Statement Schedules
Financial Statement Schedules are omitted as they are not required, are inapplicable, or the information is included in the financial statement or notes thereon.
(b) Reports on Form 8-K
The following reports on Form 8-K have been filed during the last quarter of the period covered by this Form 10-K Report to the date of this report.
(c) Exhibits
All of the following exhibits designated with a footnote reference are incorporated herein by reference to a prior registration statement filed under the Securities Act or a periodic report filed by the Company or SAT pursuant to Section 13 or 15(d) of the Exchange Act. If no footnote reference is made, the exhibit is filed with this Report.
Exhibit Number | Exhibit Title |
2(b) | Agreement and Plan of Merger dated as of April 23, 1996 by and among SAT, U.S. Drug Acquisition Corp. and LifePoint. (1) |
2(b)(1) | Agreement and Plan of Merger dated as of February 17, 1997 by and among SAT, U.S. Drug Acquisition Corp. and LifePoint. (3) |
3(a) | Copy of Certificate of Incorporation of LifePoint as filed in Delaware on October 8, 1992. (2) |
3(a)(1) | Copy of Amendment to the Certificate of Incorporation as filed in Delaware on October 13, 1992. (3) |
3(a)(2) | Copy of Amendment to Certificate of Incorporation filed in Delaware on February 25, 1998(4) |
3(a)(3) | Copy of Amendment to Certificate of Incorporation as filed in Delaware on January 19, 1999. (5) |
3(a)(4) | Copy of Restated Certificate of Incorporation as filed in Delaware on April 29, 1999.(10) |
3(a)(5) | Copy of Certificate of Amendment to the Certificate of Incorporation as filed in Delaware on September 1, 2000 (12) |
3(a)(6) | Copy of Restated Certificate of Incorporation as filed in Delaware on September 1, 2000 (12) |
3(a)(7) | Copy of Certificate of Designations as filed in Delaware on March 30, 2001. |
3(a)(8) | Copy of Certificate of Designations as filed in Delaware on June 20, 2001. |
3(b) | Copy of By-Laws of LifePoint as initially adopted.(3) |
3(b)(1) | Copy of By-Laws of LifePoint as adopted on February 26, 1999 superseding those filed as Exhibit 3(b) hereto.(10) |
3(b)(2) | Copy of By-Laws of LifePoint as effective on September 1, 2000 superseding those filed as Exhibit 3(b) to LifePoint's Annual Report on Form 10-K for the fiscal year ended March 31, 1999. (12) |
10(a) | Copy of License Agreement dated January 24, 1992 by and between the USN and USAT. (Confidential Treatment Requested for Exhibit.)(3) |
10(a)(1) | Copy of Amendment dated March 15, 1994 to License Agreement filed as Exhibit 10(a) hereto.(1) |
10(a)(2) | Copy of Amendment dated June 16, 1995 to License Agreement filed as Exhibit 10(a) hereto.(1) |
10(a)(3) | Copy of Letter dated May 15, 1995 from the USN to SAT.(1) |
10(a)(4) | Copy of Fifth Modification dated November 12, 1997 to License Agreement filed as Exhibit 10(a) hereto.(4) |
10(a)(5) | Copy of Partially Exclusive License dated March 12, 1999 between LifePoint and the United States of America as represented by the Secretary of the Navy.(10) |
10(b) | Copy of Assignment dated as of January 1, 1993 between U.S. Drug and USAT of Licensing Agreement filed as Exhibit 10(a) hereto.(3) |
10(b)(1) | Copy of Amended Sublicense Agreement dated September 23, 1993 superseding the Assignment filed as Exhibit 10(b) hereto.(1) |
10(b)(2) | Copy of Approval dated September 24, 1993 by the USN of Amended Sublicense Agreement filed as Exhibit 10(b) hereto.(1) |
10(c) | Copy of Cooperative Research Agreement (the "CRDA Agreement") dated April 16, 1992 by and between Naval Research Laboratory Section, United States Department of the Navy, and SAT.(3) |
10(d) | Copy of Management Agreement dated April 1, 1993 by and between LifePoint and SAT.(3) |
10(d)(1) | Copy of Amendment dated July 20, 1993 to Management Services Agreement Filed as Exhibit 10(d) hereto.(3) |
10(e) | Copy of Lease expiring January 31, 1997 by and between Rancho Cucamonga Business Park (now The Realty Trust) as landlord and SAT as Tenant (6) |
10(e)(1) | Copy of Lease Modification Agreement to Lease filed as Exhibit 10(e) hereto.(7) |
10(e)(2) | Copy of Sub-Lease Agreement dated as of January 1, 1993 by and between SAT as sub-landlord and LifePoint as subtenant.(3) |
10(e)(3) | Copy of Third Amendment dated January 2, 1997 to Lease filed as Exhibit 10(e), hereto.(8) |
10(e)(4) | Copy of Fourth Amendment dated November 3, 1997 to Lease filed as Exhibit 10(e) hereto.(4) |
10(e)(5) | Copy of Fifth Amendment dated August 18, 1998 to Lease dated March 18, 1991 by and between Rancho Cucamonga Business Park (now The Realty Trust) as landlord and SAT (now LifePoint) as tenant. (5) |
10(e)(6) | Copy of Sixth Amendment dated March 31, 1999 to Lease dated March 18, 1991 by and between Rancho Cucamonga Business Park (now The Realty Trust) as landlord and SAT (now LifePoint) as tenant. (10) |
10(e)(7) | Copy of Seventh Amendment dated December 18, 2000 to Lease dated March 18, 1991 by and between Rancho Cucamonga Business Park (now The Realty Trust) as landlord and SAT (now LifePoint) as tenant. (13) |
10(g) | Copy of LifePoint's 1994 Stock Option/Stock Issuance Plan.(9) |
10(g)(1) | Form of Stock Option expiring October 2, 2004 of LifePoint.(9) |
10(g)(2) | Copy of LifePoint's 1997 Stock Option Plan.(4) |
10(g)(3) | Form of Stock Option Agreement used under Plan filed as Exhibit 10(g)(2).(4) |
10(i) | Copy of Severance Agreement dated as of October 27, 1997 between LifePoint and Linda H. Masterson.(4) |
10(k) | Copy of Agreement dated December 1, 1998 between Burrill and Company and LifePoint.(5) |
10(l)
| Commercial Pledge and Security Agreement dated June 2, 1999 between LifePoint and City National Bank (11) |
10(m) | Lease Agreement dated July 14, 1999 between LifePoint and FirstCorp (11) |
10(n) | Copy of Lease expiring July 31, 2005 by and between Slater Properties as landlord and LifePoint as Tenant |
10(o) | Lease Agreement dated August 28, 2000 between LifePoint and Finova Capital Corporation (12) |
10(p) | Copy of Exclusive Distribution Agreement between LifePoint, Inc and CMI, Inc. |
23(a) 23(b) | Consent of Ernst & Young LLP. Consent of Wolinetz, Gottlieb and Lafazan, P.C. |
__________________
(1) Filed as an exhibit to LifePoint's Annual Report on Form 10-K for the fiscal year ended March 31, 1996.
(2) Filed as an exhibit to LifePoint's Annual Report on Form 10-K for the fiscal year ended March 31, 1997.
(3) Filed as an exhibit to LifePoint's Registration Statement on Form SB-2, File No. 33-61786, and incorporated herein by this reference.
(4) Filed as an exhibit to LifePoint's Annual Report on Form 10-K for the fiscal year ended March 31, 1998 and incorporated herein by this reference.
(5) Filed as an exhibit to LifePoint's Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 and incorporated herein by this reference.
(6) Filed as an exhibit to SAT's Annual on Form 10-K for the fiscal year ended March 31, 1996 and incorporated herein by this reference.
(7) Filed as an exhibit to LifePoint's Quarterly Report on Form 10-K for the quarter ended September 30, 1997 and incorporated herein by this reference.
(8) Filed as an exhibit to SAT's Annual Report on Form 10-K for the fiscal year ended March 31, 1997 and incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 16, 2002.
LIFEPOINT, INC.
(Registrant)
By:/s/ Michele A. Clark
Michele A. Clark
Principal Accounting Officer
and duly authorized representative
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following person on behalf of the Company and in the capacities indicated on April 16, 2002.
Signature Title
/s/ Michele A. Clark Principal Accounting Officer
Michele A. Clark and a duly authorized representative
