UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2002
Commission file number 1-8696
COMPETITIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual
Report for the fiscal year ended July 31, 2002 on Form 10-K as set
forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other
portions amended)
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Item 13. Certain Relationships and Related Transactions.
Exhibit Index Exhibit Index (Amended)
Exhibit 10.20 Registrant's Contingent Promissory Note dated October
28, 2002 in the principal amount of $1,683,348.33
together with its attached Exhibit A.
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned
thereunto duly authorized.
COMPETITIVE TECHNOLOGIES, INC. COMPETITIVE TECHNOLOGIES, INC.
(the Registrant) (the Registrant)
By /s/ John B. Nano By /s/ Frank R. McPike, Jr.
John B. Nano Frank R. McPike, Jr.
President, Chief Executive Executive Vice President,
Officer, Director and Chief Financial Officer, Director
Authorized Signer and Authorized Signer
Date: November 18, 2002
PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth information with respect to
each director and executive officer according to the information
furnished the Company by him:
Name, Age and
Positions Currently Principal Occupation Director of the
Held with the During Past Five Company Since
Company Years; Other Public
Directorships
George C.J. Bigar, Professional December 1996
45, Director Investor.
Richard E. Carver, President and January 2000
65, Director and Chief Executive
Chairman of the Officer, MST
Board of Directors America (an
international
business
strategies
consultancy) since
January 1995;
President and
Chief Executive
Officer, RPP
America (a company
that sells solid
waste wrapping
systems) from
November 1998 to
April 2000;
Chairman and Chief
Executive Officer,
Carver Lumber
Company (provider
of building
materials for new
home construction
and
prefabrications)
from May 1988 to
December 1999.
George W. Dunbar, Chief Executive November 1999
Jr., 56, Director Officer, EPIC
Therapeutics, Inc.
(a drug delivery
technology company)
since September
2000; Acting
President and Chief
Executive Officer of
StemCells, Inc.
(previously known as
Cyto-Therapeutics,
Inc.) since February
2000; Acting
President of
StemCells
California, Inc. (a
wholly-owned
subsidiary of
StemCells, Inc.)
since November 1999
(companies
developing organ-
specific, human
platform stem cell
technologies to
treat diseases);
President and Chief
Executive Officer,
Metra BioSystems,
Inc. (a developer of
products to detect
and manage bone and
joint diseases) from
1991 to August 1999.
Director of Sonus
Pharmaceuticals,
Inc.
Samuel M. Fodale, President, Central October 1998
59, Director Maintenance
Services, Inc. (a
service and
warehousing
corporation serving
the automobile
industry).
Frank R. McPike, Executive Vice February 1999
Jr., 53, Executive President of the
Vice President, Company since June
Chief Financial 2002; Chief
Officer, Treasurer, Executive Officer of
and Director the Company from
November 2000 to
June 2002; President
of the Company from
October 1998 to June
2002; Chief
Operating Officer of
the Company from
October 1998 to
November 2000;
Interim Chief
Executive Officer of
the Company from
August to October
1998; Secretary of
the Company from
August 1989 to
February 1999;
Treasurer of the
Company since July
1988; Vice
President, Finance
and Chief Financial
Officer of the
Company since
December 1983;
Director of the
Company from July
1988 to March 1998
and since February
1999.
John B. Nano, 58, President and Chief June 2002
President and Chief Executive Officer of
Executive Officer, the Company since
Director June 2002; Principal
reporting to the
Chairman of
Stonehenge Networks
Holdings, N.V. (a
global virtual
private network
(VPN) provider) with
respect to certain
operating, strategic
planning and finance
functions from 2000
to 2001; Executive
Vice President and
Chief Financial
Officer of ConAgra
Trade Group, Inc. (a
subsidiary of
ConAgra, Inc., an
international food
company) from 1998
to 1999; Executive
Vice President and
Chief Financial
Officer and
President of
Internet Startup
Division of Sunkyong
America (a
subsidiary of
Sunkyong Group, a
Korean conglomerate)
from 1993 to 1998.
Charles J. Partner, GarMark June 1999
Philippin, 52, Advisors (a
Director mezzanine investment
fund) since May
2002; Chief
Executive Officer,
Accordia, Inc.
(formerly On-Line
Retail Partners) (a
provider of
management and
technology resources
for branded e-
commerce businesses)
since June 2000; a
member of the
management committee
of Investcorp
International, Inc.
(a global investment
group that acts as a
principal and
intermediary in
international
investment
transactions) from
July 1994 to May
2000.
John M. Sabin, 47, Chief Financial December 1996
Director Officer and
General Counsel of
NovaScreen
Biosciences
Corporation
(previously known
as Oceanix
Biosciences
Corporation) (a
developer of
biotechnology-
based tools to
accelerate drug
discovery and
development) since
January 2000;
business
consultant from
September 1999 to
January 2000;
Executive Vice
President and
Chief Financial
Officer, Hudson
Hotels Corporation
(a limited service
hotel development
and management
company) May 1998
to September 1999;
Senior Vice
President and
Treasurer,
Vistana, Inc. (a
developer of
vacation
timeshares)
February 1997 to
May 1998; Vice
President,
Finance, Choice
Hotels
International,
Inc., October 1996
to February 1997;
Vice President-
Mergers and
Acquisitions,
Choice Hotels
International,
Inc., June 1995 to
October 1996.
Each director holds office until the next annual meeting of
stockholders and until his successor has been elected and qualified or
until his earlier resignation or removal. The terms of all executive
officers of the Company are until the first meeting of the newly
elected Board of Directors following the forthcoming annual meeting of
stockholders and until their respective successors shall have been
duly elected and shall have qualified, subject to employment
agreements. Mr. Nano and Mr. McPike have employment contracts with
the Company; these contracts are described in Item 11, Executive
Compensation. There is no family relationship between any director or
executive officer of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act)
requires the Company's directors and officers and persons who own more
than ten percent of the Company's Common Stock to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission and the American Stock Exchange. SEC regulations require
reporting persons to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such reports received
or written representations from certain reporting persons with respect
to fiscal 2002, the Company believes that all reporting persons complied
with all applicable reporting requirements.
Item 11. Executive Compensation
Summary Compensation
The following table summarizes the total compensation accrued,
earned or paid by the Company for services rendered during each of the
fiscal years ended July 31, 2002, 2001 and 2000 to the two individuals
who served as executive officers of the Company during the fiscal year
ended July 31, 2002 (the Specified Executives).
SUMMARY COMPENSATION TABLE
Annual Compensation (A)
Long Term
Compensation
Awards
______
Securities All Other
Name and Principal Fiscal Underlying Compensation
Position Year Salary ($) Bonus ($) Options (#) ($)
<s> <c> <c> <c> <c> <c>
John B. Nano, 2002 28,846 -- 300,000 --
President and
Chief Executive
Officer
Frank R. McPike, Jr. 2002 233,654 -- 12,500
19,240 (B)
Executive Vice 2001 217,500 25,000 25,000 23,773 (B)
President and Chief 2000 184,039 25,000 100,000 17,174 (B)
Financial Officer;
formerly President,
Chief Executive
Officer, and Chief
Operating Officer
(A) The aggregate amount of any perquisites or other personal
benefits was less than 10% of the total of annual salary and
bonus and is not included in the above table.
(B) Consists principally of amounts contributed for Mr. McPike to
Competitive Technologies, Inc.'s 401(k) Plan in 2002 and
Employees' Common Stock Retirement Plan in 2001 and 2000. The
Company contributed shares of its Common Stock valued at the mean
between its high and low prices on the American Stock Exchange on
July 31, 2001 and 2000. Also includes premiums paid for term
life insurance policies (see below).
Option Grants
The following table summarizes the stock options granted by the
Company during the fiscal year ended July 31, 2002 to the Specified
Executives.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Percent Potential
Number of of Total Realizable
Securities Options Value at
Underlying Granted to Assumed Annual
Options Employees Exercise Rates of Stock
Granted in Fiscal Price Expiration Appreciation
Name (#) Year ($/Sh) Date for Option Term
5% ($) 10% ($)
<s> <c> <c> <c> <c> <c> <c>
John B. Nano 300,000 (1) 76% $2.15 6/17/2012 $405,637 $1,027,964
Frank R. McPike, Jr. 12,500 (2) 3% $6.50 12/17/2011 $ 51,098 $ 129,492
(1) Options vest 25% per year on June 17, 2003, 2004, 2005 and 2006.
(2) Options vest 25% one year from the grant date of December 17, 2001 with
the balance to vest pro-rata semi-annually over the subsequent 36
months.
Option Exercises and Year End Value
For the Specified Executives, the following table summarizes stock
options held at July 31, 2002. The Specified Executives exercised no
stock options during the fiscal year ended July 31, 2002.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options Options at
On Value at FY-End (#) FY-End ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
John B. Nano 0 $0 0/300,000 $0/$765,000
Frank R. McPike, Jr. 0 $0 153,379/ 29,688 $0/$0
Employment Agreements
The Company has entered into an employment agreement with Mr. Nano
which provides for his employment as the Company's President and Chief
Executive Officer at a base compensation of $250,000 per year, subject
to reviews and increases in the sole discretion of the Company's Board
of Directors. The employment is at will and can be terminated by either
party at any time and for any reason. The agreement also provides,
among other things:
- From his date of employment through July 31, 2003, and in each
following fiscal year, Mr. Nano will be eligible to receive a bonus
of up to $100,000, based on the Company's performance and Mr.
Nano's performance of objectives to be established by the Board.
After fiscal 2003, the Company may adopt an executive bonus plan in
lieu of the bonus.
- Mr. Nano was granted ten-year options under the Company's 1997
Employees' Stock Option Plan for the purchase of 300,000 shares of the
Company's Common Stock at an exercise price of $2.15 per share, vesting
25% on each of the first four anniversaries of his employment date.
- If Mr. Nano's employment terminates as a result of his death or
disability, any unvested options granted under the agreement will
immediately become fully vested.
- If Mr. Nano terminates his employment for good reason or the
Company terminates it without cause, Mr. Nano will be entitled to
receive a severance benefit continuing his base compensation and certain
other benefits for a period of six months and continued vesting of stock
options for the longer of a period of six months or until the next
anniversary of his employment date.
- If his employment is terminated without cause in conjunction with a
change in control of the Company, Mr. Nano will be entitled to receive
his base compensation and certain other benefits for one year, and any
unvested options granted under the agreement will immediately become
fully vested.
- The agreement provides for a one-year period of non-competition
with the Company in certain circumstances.
Effective December 7, 1999, the Company entered into an employment
agreement with Mr. McPike providing for his employment as President and
Chief Operating Officer for a three-year term and for base compensation
at a minimum rate of $185,000 per year, subject to annual reviews and
increases in the sole discretion of the Board of Directors. The
employment is at will and can be terminated by either party at any time
with or without cause. The agreement also provides, among other
things:
-- a procedure for annual renewals of the employment term with
continuation of pay for six months after non-renewal unless
non-renewal is for cause
-- severance payments of up to one year's base compensation in
certain circumstances
-- a period of non-competition covering the remainder of the
employment term plus six months in certain circumstances.
The employment agreement also confirmed ten-year stock options for the
purchase of 100,000 shares of the Company's Common Stock granted to Mr.
McPike on December 7, 1999 at a price of $5.5625 per share and vesting
on a specified schedule. All options have now vested.
Other Arrangements
The Company provides term life insurance for certain of its
officers. The policy amount in the event of death is $250,000 for Mr.
McPike. The Company paid premiums of $1,065 in 2002 and $460 in each
of 2001 and 2000 for Mr. McPike's policy.
Effective January 1, 1997, the Company established the Competitive
Technologies, Inc. 401(k) Plan (the 401(k) plan). All employees of the
Company who have attained the age of 21 are eligible to participate in
the 401(k) plan. Under the 401(k) plan, an eligible employee may
elect a salary reduction of his or her compensation as defined in the
plan to be contributed by the Company to the plan. Employee
contributions for any calendar year are limited to a specific dollar
amount determined by the Internal Revenue Service ($11,000, plus an
additional $1,000 for participants over age 50 for 2002 and the lesser
of 15% of compensation or $10,500 for 2001 and 2000). The Company may
also make discretionary matching contributions. For the fiscal year
ended July 31, 2002, CTT's directors authorized a discretionary
matching contribution of $80,000 payable in the Company's common stock.
CTT charged this amount to expense in fiscal 2002 and expects to
contribute shares of Company common stock valued at $80,000 for
distribution to eligible employees before December 31, 2002. Subject
to compliance with non-discrimination requirements set forth in the
Internal Revenue Code, this 2002 discretionary contribution will be
allocated to all employees with at least 1,000 hours of service to the
Company at July 31, 2002; one-half of this contribution will be
allocated equally among them and one-half will be allocated based on a
percentage of salary. Mr. McPike's portion of the fiscal 2002
allocation was $12,094. Mr. Nano was not eligible to participate in
the fiscal 2002 allocation. The Company made no matching contributions
prior to 2002.
Effective August 1, 1990, the Company adopted the Competitive
Technologies, Inc. Employees' Common Stock Retirement Plan (the
Retirement Plan). The Retirement Plan is a qualified stock bonus plan
under the Internal Revenue Code. All employees of the Company are
eligible to participate in the Retirement Plan. Annually, a committee
of independent directors determines the number of shares of the
Company's Common Stock, if any, to be contributed to the Retirement
Plan. These shares are allocated among participants employed on the
last day of the year and who performed at least 1,000 hours of service
during the year in proportion to their relative compensation in a
manner that is integrated with the Company's Social Security
contribution on behalf of employees; that is, the contribution made
with respect to compensation in excess of the Social Security wage base
generally will be twice as large in proportionate terms as the
contribution made with respect to compensation below that wage base.
The Company's contributions are held in trust with a separate account
established for each participant.
Beginning with the 2002 plan year, the maximum amount of Company
Common Stock that may be contributed to the Retirement Plan in any year
is the number of shares with a fair market value equal to 25% of that
year's compensation reduced by any matching or employer discretionary
contributions made to the 401(k) plan, but in no event more than 1% of
the Company's outstanding shares at the end of the previous year.
There is no minimum or required contribution. The maximum number of
shares that could be allocated to any individual participant's account
in fiscal 2002 is the number of shares with a fair market value equal
to $35,000. The maximum number of shares that could be allocated to
any individual participant's account in fiscal 2000 and 2001 is the
number of shares with a fair market value equal to the lesser of
$30,000 or 25% of his or her compensation for that year reduced by his
or her 401(k) plan contributions.
Participants become entitled to distributions of the vested shares
allocated to their accounts upon disability, death or other termination
of employment. Participants obtain a 100% vested interest in the
shares allocated to their accounts upon completing 5 years of service
with the Company. If the Retirement Plan becomes top heavy as defined
by the Internal Revenue Code, participants become 20% vested after 2
years of service, 40% vested after 3 years of service, 60% vested after
4 years of service, and 100% vested after 5 years of service.
Company stock contributed to the Retirement Plan is held in the
custody of the Retirement Plan's trustee, Webster Trust in New Britain,
Connecticut. The trustee has the power to vote Company shares owned by
the Retirement Plan. For the fiscal years ended July 31, 2001 and 2000
the Board authorized contributions of 14,814 and 4,274 shares,
respectively, to the Retirement Plan. Shares allocated to Mr. McPike,
the Company's sole executive officer during fiscal 2001 and 2000, under
the Retirement Plan were 3,308 and 1,268 for the fiscal years ended
July 31, 2001 and 2000, respectively. For fiscal 2002, no contribution
will be made to the Retirement Plan; CTT's directors authorized a
discretionary matching contribution of Company common stock to the
Company's 401(k) plan rather than to the Employees' Common Stock
Retirement Plan. See also Summary Compensation Table - "All Other
Compensation" for dollar values ascribed to contributions for Mr.
McPike.
The Company has an incentive compensation plan pursuant to which
an amount equal to 10% of operating income of the Company (defined and
adjusted as provided in said plan) shall be credited each year to an
incentive fund. A committee, none of whose members is eligible to
receive awards, makes cash awards to key employees of the Company from
the incentive fund. Amounts may be credited to the incentive fund when
the Company earns operating income (as defined in said plan) for a
fiscal year. In fiscal 2002 and 2001, no amounts were credited to this
fund. In fiscal 2000, the Company credited $86,004 to this incentive
fund. In November 2000, the Company paid $86,000 in incentive bonuses
to employees, including $25,000 to Mr. McPike.
The Company has in effect a 1997 Employees' Stock Option Plan
(the Option Plan) with respect to its Common Stock, $.01 par value,
which provides for granting either incentive stock options under
Section 422 of the Internal Revenue Code or nonqualified options.
(Incentive options and non-qualified options granted under the Option
Plan must be granted at not less than 100% of fair market value on the
grant date). In certain instances, stock options which are vested or
become vested upon the happening of an event or events specified by
the Company's Stock Option Committee, may continue to be exercisable
through up to 10 years after the date granted, irrespective of the
termination of the optionee's employment with the Company.
Director Compensation
The Company pays each director who is not an employee of the
Company or a subsidiary $1,000 for each Board meeting attended. The
Company also pays each director $250 for attending each committee
meeting that coincides with a Board meeting and $500 for attending a
committee meeting that does not coincide with a Board meeting. The
Company pays directors who participate in telephonic board and/or
committee meetings one half the fee for attending such meetings. The
Company reimburses directors for out-of-pocket expenses incurred to
attend Board and committee meetings.
When a director of the Company represents the Company as a
director of an investee company, the Company pays the director for
attending investee board meetings the difference, if any, between (a)
the amount the investee company pays and (b) the amount the Company
pays for attendance at such meetings. During fiscal 2002, the Company
paid Mr. Sabin $9,000 for his attendance at investee board meetings.
No other director received any such fees.
In addition to meeting fees, the Company pays outside directors
an annual cash retainer of $7,500 payable in quarterly installments.
In August 1999, the Board formed an executive committee with Mr.
Bigar as chairman and provided that the Company compensate him at the
rate of $8,000 per month due to the substantial commitment of time to
be required of Mr. Bigar as chairman. This arrangement continued
until August 2000. See Item 13. Certain Relationships and Related
Transactions.
Under the Company's 1996 Directors' Stock Participation Plan, on
the first business day of January from January 1997 through January
2006, the Company issues to each non-employee director who has been
elected by the stockholders and has served at least one full year a
number of shares of the Company's Common Stock equal to the lesser of
(i) $15,000 divided by the per share fair market value of such stock
on the issuance date, or (ii) 2,500 shares. If a non-employee
director were to leave the Board after serving at least one full year
but prior to the January issuance date, the Company would pay the
annual stock compensation described above on a pro-rata basis up to
the termination date. In January 2002, the Company issued an
aggregate of 15,000 shares under this plan (2,500 each to Messrs.
Bigar, Carver, Dunbar, Fodale, Philippin and Sabin).
Effective January 27, 2000, the Company adopted the Competitive
Technologies, Inc. 2000 Directors Stock Option Plan (the Directors
Option Plan) with respect to its Common Stock, $.01 par value.
Directors who are not employees of the Company or a subsidiary are
eligible for options granted pursuant to this plan. This plan
provides that the Company grant an option for 10,000 shares to each
new director elected during the term of this plan on the date he or
she is first elected to office, whether by the stockholders or by the
Board. This plan also provides that the Company grant an additional
option for 10,000 shares to each director holding office on the first
business day in each subsequent January. Options under this plan will
be non-statutory options, have an exercise price of 100% of the fair
market value at the grant date, have a term of ten years from the
grant date, and fully vest on the grant date. If a person's
directorship is terminated because of death or permanent disability,
options may be exercised within one year after termination. If the
termination is for any other reason, options may be exercised only
within 180 days after termination. In no event may an option be
exercised after expiration of its ten-year term. The Company may not
grant options under the Directors Option Plan after the first business
day of January 2010. On January 2, 2002, the Company granted 60,000
options under this plan (10,000 each to Messrs. Bigar, Carver, Dunbar,
Fodale, Philippin and Sabin).
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The following information indicates the beneficial ownership of
the Company's Common Stock by each director and executive officer of
the Company and by each person known to the Company to be the
beneficial owner of more than 5% of the Company's outstanding Common
Stock. The indicated owners furnished such information to the Company
as of October 1, 2002 except as otherwise indicated in the footnotes.
Name (and Address if more
than 5%) of Beneficial Amount Beneficially
Owners Owned (A) Percent (B)
Directors and executive officers
George C. J. Bigar 35,331 (C) --
Richard E. Carver 33,220 (D) --
George W. Dunbar, Jr. 35,025 (E) --
Samuel M. Fodale 192,958 (F) 3.1%
Frank R. McPike, Jr. 189,071 (G) 3.0%
John B. Nano None --
Charles J. Philippin 56,769 (H) --
John M. Sabin 37,226 (I) --
All directors and executive
officers as a group 579,600 (J) 8.9%
Additional 5% Owner
Richard D. Corley 323,200 (K) 5.3%
416 St. Mark Court
Peoria, IL 61603
(A) Except as indicated in the notes which follow, the designated
person or group has sole voting and investment power.
(B) Percentages of less than 1% are not shown.
(C) Consists of 5,331 shares of Common Stock plus 30,000 stock
options deemed exercised solely for purposes of showing total
shares owned by Mr. Bigar.
(D) Consists of 9,220 shares of Common Stock plus 24,000 stock
options deemed exercised solely for purposes of showing total
shares owned by Mr. Carver.
(E) Consists of 5,025 shares of Common Stock and 30,000 stock options
deemed exercised solely for purposes of showing total shares
owned by Mr. Dunbar.
(F) Consists of 162,958 shares of Common Stock plus 30,000 stock
options deemed exercised solely for purposes of showing total
shares owned by Mr. Fodale. Includes 99,100 shares of Common
Stock held by Central Maintenance Services, Inc., 9,000 shares of
Common Stock held by Missouri Recycling - St. Louis, Inc., 3,200
shares of Common Stock held by children and 2,000 shares of
Common Stock held by spouse.
(G) Consists of 35,692 shares of Common Stock plus 153,379 stock
options deemed exercised solely for purposes of showing total
shares owned by Mr. McPike. Includes 1,500 shares of Common
Stock held by daughter as to which Mr. McPike disclaims
beneficial ownership. Includes 10,958 shares of Common Stock
held by Webster Trust as Trustee under the Company's Employee
Common Stock Retirement Plan, as to which Mr. McPike has shared
investment power. Does not include 9,497 shares of Common Stock
allocated to Mr. McPike under said Retirement Plan; Trustee has
sole voting and investment power with regard thereto.
(H) Consists of 26,769 shares of Common Stock plus 30,000 stock
options deemed exercised solely for purposes of showing total
shares owned by Mr. Philippin.
(I) Consists of 7,226 shares of Common Stock plus 30,000 stock
options deemed exercised solely for purposes of showing total
shares owned by Mr. Sabin. Includes 200 shares of Common Stock
held by spouse.
(J) Consists of 252,221 shares of Common Stock plus 327,379 stock
options to purchase shares of Common Stock deemed exercised
solely for purposes of showing total shares owned by such group.
(K) Information taken from Schedule 13D/A filed September 25, 2001,
which states that the information is as of September 14, 2001.
At October 1, 2002, the stock transfer records maintained by the
Company with respect to its Preferred Stock showed that the largest
holder of Preferred Stock owned 500 shares.
The following table sets forth information with respect to the
common stock, $.001 par value per share, of University Optical
Products Co. (UOP), a subsidiary of the Company, beneficially owned by
each director or executive officer of the Company at October 1, 2002.
Shares of Common Percent
Name Stock of UOP (A) of Class (B)
George C. J. Bigar None --
Richard E. Carver None --
George W. Dunbar, Jr. None --
Samuel M. Fodale None --
John B. Nano None --
Frank R. McPike, Jr. 14,000 --
Charles J. Philippin None --
John M. Sabin None --
All directors and executive
officers as a group 14,000 --
(A) Does not include 1,333,333 shares of UOP class A stock (which
have four votes per share and are convertible into an equal
number of shares of UOP common stock) and 2,757,735 shares of UOP
common stock owned by the Company and 1,927 shares of UOP common
stock owned by Genetic Technology Management, Inc., a wholly-
owned subsidiary of the Company.
(B) Percentages of less than 1% are not shown.
Item 13. Certain Relationships and Related Transactions
From August 2001 through May 2002, the Company compensated George
C. J. Bigar, a director of the Company, for consulting services related
to the Company's investments and potential investments in development-
stage companies. Mr. Bigar received $117,000 for these services from
August 2001 through May 2002.
CERTIFICATIONS
I, John B. Nano, President and Chief Executive Officer of Competitive
Technologies, Inc., certify that:
1. I have reviewed this annual report on Form 10-K of Competitive
Technologies, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report.
Date: November 18, 2002
/s/ John B. Nano
John B. Nano, President
and Chief Executive Officer
Competitive Technologies, Inc.
I, Frank R. McPike, Jr., Executive Vice President, Chief Financial
Officer and Treasurer of Competitive Technologies, Inc. certify that:
1. I have reviewed this annual report on Form 10-K of Competitive
Technologies, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report.
Date: November 18, 2002
/s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
Executive Vice President,
Chief Financial Officer
and Treasurer of Competitive
Technologies, Inc.
EXHIBIT INDEX (AMENDED)
Exhibit
No. Description Page
3.1 Unofficial restated certificate of incorpora-
tion of the registrant as amended
to date filed as Exhibit 4.1 to registrant's
Registration Statement on Form S-8, File
Number 333-49095 and hereby incorporated by
reference.
3.2 By-laws of the registrant as amended
to date filed as Exhibit 3.1 to registrant's
Form 10-Q for the quarter ended October 31, 1997
and hereby incorporated by reference.
10.1* Registrant's Restated Key Employees'
Stock Option Plan filed as Exhibit 4.3 to
registrant's Registration Statement on Form S-8,
File Number 33-87756 and hereby incorporated by
reference.
10.2* Registrant's Incentive
Compensation Plan filed as Exhibit 10.2 to
registrant's Form 10-K for the year ended July
31, 1997 and hereby incorporated by reference.
10.3* Registrant's 2000 Directors Stock
Option Plan filed as Exhibit 4.3 to registrant's
Registration Statement on Form S-8, File Number
333-95763 and hereby incorporated by reference;
amended Section 5(c) of registrant's 2000
Directors Stock Option Plan filed as Exhibit
10.1 to registrant's Form 10-Q for the quarter
ended January 31, 2002 and hereby incorporated
by reference.
10.4* Registrant's 1996 Directors' Stock
Participation Plan filed as Exhibit 4.3 to
registrant's Form S-8, File Number 333-18759 and
hereby incorporated by reference.
10.5 Limited Partnership Agreement of
Optical Associates, Limited Partnership dated
November 3, 1983 filed as Exhibit 19.02 to
registrant's Form 10-Q for the quarter ended
January 31, 1984 and hereby incorporated by
reference.
10.6 Joint Venture Agreement dated April
30, 1984 between Optical Associates, Limited
Partnership and University Optical Products Co.,
filed as Exhibit 19.02 to registrant's Form 10-Q
for the quarter ended April 30, 1984 and hereby
incorporated by reference; moratorium agreement
dated July 20, 1987 between University Optical
Products Co. and Optical Associates, Limited
Partnership filed as Exhibit 10.14 to
registrant's Form 10-K for the fiscal year ended
July 31, 1987 and hereby incorporated by
reference.
10.7 Asset Purchase Agreement among
University Optical Products Co., Unilens Corp.
USA, Unilens Optical Corp. and the registrant
dated January 23, 1989 filed as Exhibit 19.1 to
registrant's Form 10-Q for the quarter ended
January 31, 1989 and hereby incorporated by
reference.
10.8* Registrant's 1997 Employees' Stock
Option Plan as amended January 18, 2002, filed
as Exhibit 4.3 to registrant's Form S-8, File
Number 333-81456 and hereby incorporated by
reference.
10.9 Asset Purchase Agreement between
Unilens Corp. U.S.A. and University Optical
Products Co. dated November 30, 1989 filed as
Exhibit 19.1 to registrant's Form 10-Q for the
quarter ended October 31, 1989 and hereby
incorporated by reference.
10.10* Employment Agreement between
registrant and Frank R. McPike, Jr. dated
December 7, 1999 filed as Exhibit 10.1 to
registrant's Form 10-Q for the quarter ended
January 31, 2000 and hereby incorporated by
reference.
10.11 Settlement and Forbearance
Agreement dated July 15, 1993 among registrant,
Unilens Corp. USA and Unilens Vision Inc. filed
as Exhibit 10.47 to registrant's Form 10-K for
the year ended July 31, 1993 and hereby
incorporated by reference.
10.12 Stock Purchase Agreement dated
July 15, 1993 among registrant, Unilens Corp.
USA and Unilens Vision Inc. filed as Exhibit
10.48 to registrant's Form 10-K for the year
ended July 31, 1993 and hereby incorporated by
reference.
10.13 Amendment and Modification
Agreement dated September 27, 1993 among
registrant, Unilens Corp. USA and Unilens Vision
Inc. filed as Exhibit 10.49 to registrant's Form
10-K for the year ended July 31, 1993 and hereby
incorporated by reference.
10.14 Lease agreement between
registrant and The Bronson Road Group made
August 28, 1996 filed as Exhibit 10.34 to
registrant's Form 10-K for the year ended July
31, 1996 and hereby incorporated by reference.
10.15 First Amendment of Lease
Agreement dated August 9, 2001 between
registrant and The Bronson Road Group, LLP.
10.16 Agreement between registrant and
Samuel M. Fodale
dated June 13, 2001.
10.17* Employment Agreement between
registrant and John B. Nano dated June 17, 2002
filed as Exhibit 10.1 to registrant's Form 8-K
dated June 17, 2002, filed June 20, 2002 and
hereby incorporated by reference.
10.18 Assignment of Promissory Notes,
Technology Servicing Agreement, Note Purchase
Agreement, Security Interest Agreement, and
Intercreditor Agreement between registrant and
MRM Acquisitions, LLC effective August 5, 2002
filed as Exhibit 10.1 to registrant's Form 8-K
dated July 16, 2002, filed August 6, 2002 and
hereby incorporated by reference.
10.19* 1997 Employees' Stock Option Agreement between
registrant and John B. Nano dated June 17, 2002.
10.20 Registrant's Contingent Promissory 20-21
Note dated October 28, 2002 in the principal amount
of $1,683,348.33 together with its attached
Exhibit A.
21.1 Subsidiaries of the registrant.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Certification by the Principal Executive
Officer of Competitive Technologies, Inc.
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).
99.2 Certification by the Principal Financial
Officer of Competitive Technologies, Inc.
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).
* Management Contract or Compensatory Plan