As filed with the Securities and Exchange Commission on July 9, 2001
Registration No. 333-61868
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT ON
PRE-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3/A
under
THE SECURITIES ACT OF 1933
BICO, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 3841 25-1229323
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)
2275 Swallow Hill Road, Bldg. 2500
Pittsburgh, Pennsylvania 15220 (412) 429-0673
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices and principal place of business)
___________________________________________
Fred E. Cooper, Chief Executive Officer
BICO, Inc.
2275 Swallow Hill Road, Building 2500, Pittsburgh, Pennsylvania 15220
(412) 429-0673
(Name, address, including zip code, and telephone number,including area code,
of agent for service)
___________________________________________
Copy to:
M. Kathryn Sweeney, Esq.
Sweeney & Associates P.C.
7300 Penn Avenue, Pittsburgh, Pennsylvania 15208
(412) 731-1000
Fax: (412) 731-9190
_____________________________________________________
Approximate date of commencement of proposed sale to the public:
As soon as possible after this registration statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following box. [X]
CALCULATION OF REGISTRATION FEE
Title of each class Amount to Proposed Proposed Amount of
of securities be Maximum Maximum Registration
to be registered Registered Offering Aggregate Fee
Price Offering
Per Share Price
Common Stock to be
offered by the
Registrant (1) 800,000,000(1) $0.04(2) $32,000,000 $8,895.33
Total Common Stock 800,000,000
Total Registration Fee $8,895.33(3)
TOTAL OF SEPARATELY NUMBERED PAGES 34
EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE 28
(1) Primary shares to be offered by the Registrant.
(2) Estimated SOLELY for purposes of calculating the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, and based on the average of the high and low sales
prices of the common stock of Registrant on the Electronic
Bulletin Board on May 30, 2001.
(3) The filing fee was paid in connection with the Form S-3
filed May 30, 2001.
_____________________
_____________________
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
_____________________
DATED July 9, 2001
PROSPECTUS
800,000,000 Shares
BICO, INC.
Common Stock
This is an offering of shares of common stock of BICO, Inc.
We are offering 800,000,000 shares for sale directly, without an
underwriter, at $.04 per share on a best efforts, no minimum
basis. We may not be able to sell any of the stock.
Our common stock trades on the electronic bulletin board
under the trading symbol "BIKO".
We will use the money received from selling the 800,000,000
shares of stock we are offering when we receive it-this is a best
efforts offering and no minimum number of shares must be sold
before we can use the proceeds.
OUR BUSINESS INVOLVES SIGNIFICANT RISKS. YOU NEED TO REVIEW
THESE RISKS BEFORE YOU CONSIDER BUYING OUR COMMON STOCK. THESE
RISKS ARE DESCRIBED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON
PAGE 6.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. If anyone tells you otherwise, it's a criminal
offense.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. WE ARE OFFERING TO SELL AND
SEEKING OFFERS TO BUY SHARES OF OUR COMMON STOCK ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY
OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.
THIS PROSPECTUS ISN'T AN OFFER TO SELL OUR COMMON STOCK, AND WE
ARE NOT SOLICITING OFFERS TO BUY OUR COMMON STOCK IN ANY STATE
WHERE THE OFFER OR SALE IS NOT ALLOWED.
July 9, 2001
[INSIDE FRONT COVER]
PROSPECTUS SUMMARY
THE FOLLOWING SECTION IS ONLY A SUMMARY. YOU SHOULD CAREFULLY
READ THE MORE DETAILED INFORMATION CONTAINED IN THIS PROSPECTUS,
AND THE INFORMATION CONTAINED IN THE OTHER DOCUMENTS INCORPORATED
BY REFERENCE, INCLUDING OUR FINANCIAL INFORMATION. OUR BUSINESS
INVOLVES SIGNIFICANT RISKS - READ MORE ABOUT THEM IN THE SECTION
CAPTIONED RISK FACTORS WHICH BEGINS ON PAGE 6.
ABOUT BICO
BICO, Inc. was incorporated in the Commonwealth of
Pennsylvania in 1972 as Coratomic, Inc. In June 2000 we changed
our corporate name from Biocontrol Technology, Inc. to BICO, Inc.
Our operations are located at 625 Kolter Drive in Indiana,
Pennsylvania, 15701, and our administrative offices are located
at 2275 Swallow Hill Road, Pittsburgh, Pennsylvania, 15220.
Our primary business is the development of new devices,
which include models of a noninvasive glucose sensor,
procedures relating to the use of regional extracorporeal
hyperthermia in the treatment of cancer, and environmental
products, which help to clean up oil spills. Our noninvasive
glucose sensor helps diabetics measure their glucose without
pricking their fingers or having to draw blood. Regional
extracorporeal hyperthermia is a system that re-circulates the
patient's blood in a specific area of the body after the blood
has been heated outside the body. The re-circulated blood's
higher temperature helps treat certain diseases by inducing an
artificial fever that kills targeted cells.
We have several subsidiaries that specialize in those
different projects. Diasense, Inc. - which, for a time was
called Diasensor.com, Inc. - manages the noninvasive glucose
sensor project and other diabetes-related projects including
Microislet. ViaCirQ, Inc. - which was formerly named IDT, Inc. -
handles the hyperthermia project, a technology called the
ThermoChem System, that induces an artificial fever to help
treat diseases. Petrol Rem, Inc. handles our environmental
products PRP, BIO-SOK and BIO-BOOM that help clean up oil
spills and other pollutants in water.
In June 2000, we decided to create a new division to focus
on our biomedical products. The new division retained the name
Biocontrol Technology, and is headquartered at our Indiana,
Pennsylvania location.
None of our current projects are generating any significant
revenue. We discontinued our functional electrical stimulator
project, which had generated some revenue, when our primary buyer
cancelled its contract with us. Although some Petrol Rem
products are being sold, the revenues from those products have
just begun to increase during the last few quarters.
Our annual report on Form 10-K, as well as our other SEC
reports that are incorporated by reference, contain important
information regarding our company and our operations - you need
to read those reports before you decide whether to invest.
RISK FACTORS
If you invest in our stock, you will be placing your money
at a significant risk. Our projects are in the research and
development phase, and none of our current products has produced
any significant revenue to date. You should not invest money you
are not prepared to lose - and you should carefully review the
section captioned Risk Factors that begins on page 6 before you
decide whether to invest in our stock.
THE OFFERING
Common stock we are offering 800 million shares
Common stock outstanding after this
offering, if all shares are sold 2.184 billion shares
Common stock outstanding if we also
sell all of the 284,217,673 shares
we are also registering for sale in
a separate offering for selling
stockholders 2.468 billion shares
Use of Proceeds To fund our existing
projects, or to acquire
companies with revenues,
or short-term revenue-
generating potential. As
of the date of this
filing, we have not
determined which
companies we may acquire,
and that decision will be
up to the discretion of
our board of directors.
We will also use proceeds
to fund our continuing
working capital
requirements, including
administrative expenses
and salaries. Please
review the section
captioned Use of Proceeds
for more important
information.
Our Trading Symbol BIKO - we currently trade
on the electronic bulletin board
The common stock outstanding after this offering, if all shares
are sold, is based upon the number of shares we had outstanding
as of March 31, 2001, which was 1,383,704,167. In addition to
the 800 million shares in this prospectus, we have another
prospectus to sell 284,217,673 shares on behalf of our selling
stockholders who bought our convertible preferred stock and
convertible debentures. If those selling stockholders convert
all of their preferred stock and debentures, and we sell all of
the 800 million shares from this best efforts offering, we will
have approximately 2.468 billion shares outstanding.
The 2.184 billion and 2.468 billion shares do not include the
83,665,160 shares of our common stock that are subject to
outstanding warrants as of July 9, 2001. Those warrants have
exercise prices ranging from $.05 to $4.03 per share and
expiration dates through May 23, 2006. The weighted average
exercise price of those warrants is $.10 per share.
SUMMARY FINANCIAL DATA
FOR THE QUARTER ENDED MARCH 31, 2001 (UNAUDITED) AND THE YEAR
ENDED DECEMBER 31, 2000
3/31/2001 12/31/2000
Total Assets $21,413,837 $21,930,070
Long-Term
Obligations $ 2,185,169 $ 2,211,537
Working Capital ($ 8,235,126) $ 754,368
(Deficit)
Preferred Stock $ 0 $ 0
Net Sales $ 599,007 $ 340,327
TOTAL REVENUES $ 606,425 $ 345,874
Warrant Extensions $ 0 $ 5,233,529
Benefit
(Provision) for $ 0 $ 0
Income Taxes
Net Loss ($10,398,712) ($42,546,303)
Net Loss Per
Common Share
Basic ($.01) ($.04)
Diluted ($.01) ($.04)
Cash Dividends Per
Share:
Preferred $0 $0
Common $0 $0
Constructive
Dividend per $0 $0
Preferred Share
FOR THE YEARS ENDED DECEMBER 31st
2000 1999 1998 1997 1996
Total Assets $21,930,070 $15,685,836 $ 9,835,569 $12,981,300 $14,543,991
Long-Term
Obligations $ 2,211,537 $ 1,338,387 $ 1,412,880 $ 2,697,099 $ 2,669,727
Working
Capital $ 754,368 $ 4,592,935 ($ 9,899,008) $ 888,082 $ 1,785,576
(Deficit)
Preferred $ 0 $ 720,000 $ 0 $ 0 $ 0
Stock
Net Sales $ 340,327 $ 112,354 $ 1,145,968 $ 1,155,907 $ 597,592
TOTAL
REVENUES $ 345,874 $ 165,251 $ 1,196,180 $ 1,260,157 $ 600,249
Warrant
Extensions $ 5,233,529 $ 4,669,483 $ 0 $ 4,046,875 $ 9,175,375
Benefit
(Provision) $ 0 $ 0 $ 0 $ 0 $ 0
for Income
Taxes
Net Loss ($42,546,303)($38,072,578)($22,402,644)($30,433,177)($24,045,702)
Net Loss
Per Common
Share
Basic ($.04) ($.05) ($.08) ($.43) ($.57)
Diluted ($.04) ($.05) ($.08) ($.43) ($.57)
Cash
Dividends
Per Share:
Preferred $ 0 $ 0 $ 0 $ 0 $ 0
Common $ 0 $ 0 $ 0 $ 0 $ 0
For more detailed information, you should review our Form 10-K
for the year ended December 31, 2000, and our Form 10-Q for the
quarter ended March 31, 2001, as well as our other filings, all
of which are available at www.sec.gov or from us at the address
listed in the section of this prospectus captioned "Other
Important Documents You Should Review".
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED IN THIS
SECTION BEFORE MAKING THE DECISION TO INVEST IN OUR STOCK. YOU
SHOULD ALSO REFER TO THE OTHER INFORMATION IN THIS PROSPECTUS AND
THE DOCUMENTS INCORPORATED BY REFERENCE INCLUDING OUR FINANCIAL
STATEMENTS AND THE RELATED NOTES. THE RISKS AND UNCERTAINTIES
DESCRIBED BELOW ARE THOSE THAT WE CURRENTLY BELIEVE MAY
MATERIALLY AFFECT OUR COMPANY. ADDITIONAL RISKS AND
UNCERTAINTIES THAT WE ARE UNAWARE OF OR THAT WE CURRENTLY
CONSIDER IMMATERIAL ALSO MAY BECOME IMPORTANT FACTORS THAT AFFECT
OUR COMPANY. AN INVESTMENT IN OUR STOCK IS A HIGH RISK
INVESTMENT, AND YOU SHOULD BE PREPARED TO SUFFER A LOSS OF YOUR
ENTIRE INVESTMENT.
THIS PROSPECTUS AND THE DOCUMENTS WE INCORPORATED BY
REFERENCE ALSO CONTAIN FORWARD LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THE RISKS
FACED BY US DESCRIBED BELOW AND ELSEWHERE IN THIS PROSPECTUS AND
THE DOCUMENTS INCORPORATED BY REFERENCE.
RISKS RELATED TO OUR BUSINESS
WE HAVE A HISTORY OF LOSSES, WE EXPECT THAT LOSSES WILL CONTINUE
TO INCREASE FOR THE FORSEEABLE FUTURE - AT LEAST THE NEXT SEVERAL
YEARS - AND OUR INDEPENDENT ACCOUNTANTS HAVE EXPRESSED
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
We have lost money in every period since we started our
current research and development projects - we had an accumulated
deficit of $234.1 million as of March 31, 2001 and $223.7 million
as of December 31, 2000. We plan to invest heavily to continue to
develop our biomedical and environmental products and to set up
manufacturing and marketing of those products. As a result, we
expect to continue to lose money for the foreseeable future - at
least for the next several years - and we expect that the losses
will continue to increase. We cannot assure you that we will
ever achieve or sustain profitability or that our operating
losses will not increase in the future. We have received a
report from our independent accountants containing an explanatory
paragraph stating that our historical losses and negative cash
flows from operations raise substantial doubt about our ability
to continue as a going concern.
WE HAVE A LIMITED OPERATING HISTORY, NO SIGNIFICANT REVENUES AND
LIMITED EXPERIENCE IN MARKETING THAT MAKES AN EVALUATION OF OUR
BUSINESS DIFFICULT.
Although we have been in business for years, we have
not generated any material revenue in our recent history. The
majority of our activities have been related to the research and
development of products. Our current management team has limited
experience in manufacturing and marketing biomedical and
environmental products. Therefore, our historical financial
information is of limited value in evaluating our future
operating results.
We discontinued our functional electrical stimulator
project due to a loss of orders from our primary buyer. Because
these products accounted for the majority of our sales revenues -
almost $900,000 in 1997 and $1 million in 1998 - it was a
significant loss that impacted our cash flows, liquidity and
revenue.
Our target markets - the health care and environmental
markets - change rapidly, and we may not have the experience
necessary to successfully market our products.
WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO SUPPORT OUR
OPERATIONS AND THAT ADDITIONAL FINANCING MAY NOT BE AVAILABLE TO
US.
Even if we sell all of the common stock we are offering in
this prospectus - and we can't assure you that we will -it will
not be enough to fund our operations until - and unless - we
become profitable. We cannot quantify the specific amounts we
will need, since the research and development process is subject
to continuous change. However, we believe we have enough funds
available to operate for at least a year. We will need to raise
more capital to fund our operations and our research and
development projects, and we may not be able to find financing
when we need it. If that happens, we will not be able to
continue operations long enough to bring our products to market,
or to market them long enough to become profitable. Any
additional equity financing - through sales of our securities -
will cause our existing investors to experience additional
dilution.
WE CANNOT BE SURE HOW LONG IT WILL TAKE TO BRING OUR PRODUCTS TO
MARKET OR WHETHER THEY WILL EVER BECOME PROFITABLE. WE HAVE
ALREADY INVESTED OVER $37 MILLION ON PROJECTS, OTHER THAN OUR
NONINVASIVE GLUCOSE SENSOR, THAT STILL HAVEN'T GENERATED ANY
REVENUE.
Our biomedical products, specifically the noninvasive
glucose sensor and the hyperthermia treatment device, are new
products that are not established in any market. Although we
have started to market the sensor in Europe, our revenues to date
have been minimal - only about $35,000. We cannot market the
sensor in the U.S. until we receive FDA approval - and we don't
know how much longer that will take. Our hyperthermia treatment
device is being used in two hospitals, but we won't be able to
generate revenue until we begin full-scale manufacturing. Even
when we are able to manufacture and sell these devices, we don't
know how long it will be before they become profitable.
So far, we have already invested over $37 million in various
projects, other than our noninvasive glucose sensor, including
the ViaCirQ hyperthermia project, the Petrol Rem environmental
products, the American Inter-Metallics propellant enhancement
project, other diabetes-related research projects called
MicroIslet and Diabecore, and a metal-coating project - and we
still don't have any material revenues from any of those
projects. The only minimal revenue we generated at all has been
from the Petrol Rem products, and even that revenue was only
about $26,000 in 1999, and $218,000 in 2000.
WE FACE SERIOUS COMPETITION, AND WE MAY NOT BE ABLE TO COMPETE
EFFECTIVELY. IF SOMEONE ELSE DEVELOPS A BETTER PRODUCT BEFORE WE
DO, WE WON'T BE ABLE TO SELL OUR PRODUCTS OR MAKE ANY MONEY.
The medical device industry and the environmental industry
are very competitive. Other companies are developing
technologies and devices that will compete with ours. These
other companies may be further along in their research and
development, may be better capitalized, have more sophisticated
equipment and expertise and various other competitive advantages
compared to us. These other companies may be able to bring their
products to market before we are able to enter the market, which
would have a serious negative impact on our ability to succeed.
Many of the large biomedical companies are funding research
into noninvasive glucose measurement, and one of them might beat
us to the market. Our sensor will also compete against existing
finger-prick technology, which is already well established. If
we cannot convince diabetics that our device is superior, we will
not be able to sell our sensor. Our hyperthermia device is a new
technology, which will compete against other, well-established
forms of cancer treatment. If we cannot convince the medical
community that our product offers superior alternatives, we will
not succeed with that device.
OUR PRODUCTS ARE THE TYPE THAT CAN BECOME OBSOLETE, AND NO LONGER
COMPETITIVE. IF THEY BECOME OBSOLETE, WE CAN'T SELL THEM.
Both the medical device and environmental industries are
subject to rapid technological innovation and change. Although
we are not currently aware of any new product or technology that
would make our products obsolete, it is always possible. Future
technological developments could make our products significantly
less competitive or even no longer marketable.
OUR PATENTS ARE IMPORTANT TO US - IF OUR PATENTS ARE CHALLENGED
OR INFRINGED UPON, WE MIGHT NOT BE ABLE TO AFFORD TO FIGHT FOR
THEM. IF WE CAN'T PROTECT OUR PATENTS, WE WON'T BE ABLE TO SELL
OUR PRODUCTS SUCCESSFULLY.
We hold patents on many of our products, as well as
trademarks on the names of our products and procedures. We try
to file patent applications when we believe they are necessary,
both in the U.S. and in foreign countries where we seek to do
business. However, we cannot assure you that future patents will
be granted, or that our existing patents will not be challenged
or circumvented by a competitor. If any of our critical patents
are challenged, or if someone accuses us of infringing upon their
patents, it would be expensive and time-consuming to defend those
charges, and our projects could be delayed. Similarly, if
someone else infringes upon one of our patents, it would be
expensive and distracting for us to challenge them.
If our patents are challenged or infringed upon, we might
not be able to enter the market without a long legal battle to
determine which patent has priority. This type of delay and
expense would hurt our ability to successfully market our
products.
WE ARE DEPENDENT UPON HEALTH INSURANCE REIMBURSEMENT FOR OUR
BIOMEDICAL DEVICES, AND WE MAY NOT BE ABLE TO OBTAIN THAT
REIMBURSEMENT.
Our biomedical products are subject to the reimbursement
policies of insurance companies and Medicare. The doctors and
patients who want to use our devices may not be able to pay for
them without reimbursement from their health insurance providers.
If we are not able to convince those insurance providers that our
devices are worth reimbursement, we will not succeed.
WE MAY ACQUIRE COMPANIES THAT ARE NOT PROFITABLE OR WORTH WHAT WE
ORIGINALLY ESTIMATED.
Our officers and directors have discretion in how to spend
the money we raise from this offering. One of the ways they
intend to use part of the money is to acquire companies with
revenue or with the potential to generate revenue in the short
term. We may not find companies that actually generate revenue.
We may also acquire companies that do not generate revenue, even
though we project that they will. In the past, we have invested
in companies that are not worth what we paid for them, and we
have lost our investment.
For example, we purchased a majority interest in a metal-
coating company in 1998 - because it did not perform the way we
expected, we had to write-off our entire investment, including a
$4.4 million writedown in 1999. You should carefully review our
financial statements for more detailed information on the
investment and the writedowns. We cannot guarantee that we will
not make the same mistake in the future.
WE MAY BE DISTRACTED OR SUFFER LOSSES DUE TO LEGAL PROCEEDINGS.
We are involved in several legal proceedings. Although we
cannot project how they will be resolved, you should know that we
might suffer losses depending upon the outcome. We settled our
class action lawsuit; we've paid as part of the settlement
$2,150,000 and will pay another $1,300,000 in July 2001. Both
the Pennsylvania Securities Commission and the U.S. Attorneys'
office are investigating us, and we have provided them with the
information they requested. We don't know how much longer these
investigations will last, and we don't know how they will be
resolved. If either one of these investigations results in
findings that we, or someone we're responsible for, violated the
law, we could suffer significant monetary damages, harm to our
reputation, or the loss of the services of key employees. We
don't know what those damages might be, but they could include
fines or restrictions on how we are allowed to do business in the
future.
These legal proceedings cost us money, mostly in legal fees,
that we could be using for our projects. Even if we don't have
to pay any money or suffer any other damages as a direct result
of these proceedings, you should be aware that we might be
distracted from our other responsibilities while we deal with
these legal matters, and that distraction could also hurt us.
WHEN WE SELL STOCK OR CONVERTIBLE SECURITES LIKE OUR DEBENTURES
OR PREFERRED STOCK, IT DILUTES OUR EXISTING STOCKHOLDERS. WE
HAVE ALREADY SUFFERED SIGNIFICANT DILUTION AND WE KNOW THAT IT
WILL CONTINUE.
Each time we sell and issue stock, it dilutes the holdings
of our existing stockholders. Since 1989, and through December
2000, we, along with Diasense, have raised over $166,000,000 in
private and public offerings. We have already issued over 1.3
billion shares of stock and we plan to issue more, since that's
the only way we can survive until - and if - our product sales
can support our operations. Dilution occurs when more shares are
issued to own the same company - it means that when we issue more
stock, our previous stockholders own a smaller piece of our
company than they did before the new shares were issued. When we
sell stock, or we sell convertible securities like preferred
stock or debentures, we have to issue more shares of stock upon
the sale or the conversion. We plan to raise more money by
selling more stock. You should know that your ownership in our
company will continue to be diluted - significantly - each time
we sell and issue more stock.
For example, this chart shows the money we've raised by
selling stock and other securities, like debentures, during the
last three years, along with the total number of shares
outstanding at the end of each year:
YEAR FUNDS NUMBER OF SHARES
RAISED OUTSTANDING
AT YEAR END
1998 $10,720,000 420,773,568
1999 $30,730,000 956,100,496
2000 $29,900,000 1,383,704,167
You can see that, as we raise more money, the total number
of our shares outstanding increases dramatically. As long as we
continue to raise money by selling stock - and that is our
intention - this dilution will continue.
WHEN WE ISSUE CONVERTIBLE SECURITIES LIKE OUR DEBENTURES OR
PREFERRED STOCK, THE NUMBER OF SHARES WE ISSUE UPON CONVERSION IS
SIGNIFICANTLY DISCOUNTED FROM THE MARKET PRICE.
One way we raise money is by selling convertible securities,
like convertible debentures. Our convertible securities have no
minimum conversion price, so if our stock price is low when they
are converted, we have to issue more stock than if our stock
price was higher. Sometimes, our stock price is rising, so that
when the securities are converted, the market price is higher
than when we sold the securities - but if our stock price falls,
the conversion price is lower than the stock price when we sold
the securities.
Our debentures have minimum holding periods of 90 days, and
are convertible into our common stock at a 20% discount to our
market price.
The following table shows the total amount of our
$10,655,659 debentures and examples of how many shares of
stock we'd have to issue upon conversion depending on the
discount and our stock's market price.
Discount 5-day Avg. Conversion Number of
Amount to Market Price Shares
Market Price Issued Upon
Price Conversion
$10,655,659 20% $.20 $.16 66,597,869
$10,655,659 20% $.05 $.04 266,391,475
You should know that the lower our stock price, the more
shares we have to issue to raise money, and the more shares we
have to issue, the more diluted your ownership will become.
BECAUSE WE HAVE SOLD CONVERTIBLE DEBENTURES AND PREFERRED STOCK,
IT COULD HAVE A NEGATIVE IMPACT ON OUR STOCK PRICE.
In addition to the dilution that occurs when we sell
convertible securities and they're converted, those conversions
can have other negative effects on our stock. If all of the
debentures and preferred stock were converted at the same time,
the supply of stock for sale would increase dramatically.
Without a corresponding increase in the demand for our stock, our
stock price would fall. As the table in the previous risk factor
also illustrates, the lower the price, the more shares we have to
issue upon conversions. There is no limit on the number of
shares to be issued for conversions of either the debentures or
the preferred stock.
For example, as of July 9, 2001, $9,867,093 in debentures
had been converted. The following table shows the market price
on the date we sold those debentures, as well as the conversion
price. The conversion price is determined based on a five-day
average price at the time of conversion, with a 20% discount. We
paid the interest on those conversions in cash - if we had paid
the interest in shares of our common stock, more stock would have
been issued.
Amount of Stock Price Debenture Number of
Debenture on Conversion Shares
Converted Debenture Price Issued Upon
Sale Date Conversion
$99,712 $.052 $.048 2,048,653
$200,000 $.092 $.045 4,465,881
$223,760 $.052 $.042 5,498,609
$2,195,874 $.110 $.041 53,850,304
$970,000 $.080 $.041 23,694,784
$119,816 $.052 $.037 3,199,356
$770,000 $.080 $.038 20,306,941
$204,807 $.110 $.036 5,604,395
$298,740 $.052 $.035 8,496,461
$682,610 $.110 $.035 19,274,402
$2,645,000 $.077 $.035 74,263,775
$334,154 $.052 $.032 10,291,490
$179,273 $.095 $.032 5,574,424
$332,510 $.052 $.035 9,377,072
$285,363 $.080 $.032 8,865,718
$124,732 $.110 $.033 3,813,921
$202,742 $.110 $.031 6,438,298
Several factors - the timing of conversions; the downward
pressure on our stock price; and the additional number of shares
needed for conversions with no limit, could separately or in
combination cause our stock price to fall significantly - and we
don't have any control over them. If we have funds available,
our only option might be to redeem some of the debentures or the
preferred stock, but we may not be able to do so, or we might not
be able to redeem enough in time to make a difference.
OUR COMPANY AND ITS AFFILIATES ARE SUBJECT TO CONFLICTS OF
INTEREST.
Fred E. Cooper, Anthony J. Feola, Glenn Keeling and Michael
P. Thompson are employed by BICO, and are also officers and/or
directors of our affiliates and subsidiaries, Diasense, Inc.,
Petrol Rem, Inc. and ViaCirQ, Inc. These people are subject to
competing demands and may face conflicts of interest. The good
faith and integrity of these members of management is of utmost
importance to our business and operations.
BICO owns 52% of Diasense; 75% of Petrol Rem and 99% of
ViaCirQ. All of those officers own stock or warrants in
Diasense, Petrol Rem, or ViaCirQ:
Diasense - Mr. Cooper owns 22,000 shares of stock and
warrants to purchase 1,680,045 shares at $.50 to $1 per share;
Mr. Feola owns 20,000 shares of stock and warrants to purchase 1
million shares at $.50 per share; Mr. Keeling owns 100,000
shares of stock and warrants to purchase 300,000 shares at $.50
per share; and Mr. Thompson owns warrants to purchase 200,000
shares at $.50 per share.
Petrol Rem - Mssrs. Cooper and Feola own warrants to
purchase 1 million shares of stock at $.10 per share; Mr. Keeling
owns warrants to purchase 500,000 shares of stock at $.10 per
share; and Mr. Thompson owns warrants to purchase 200,000 shares
at $.10 per share.
ViaCirQ - Mr. Cooper owns warrants to purchase 1,250,000
shares of stock at $.10 per share; Mr. Feola owns warrants to
purchase 750,000 shares of stock at $.10 per share; Mr. Keeling
owns warrants to purchase 1,200,000 shares of stock at $.10 per
share; and Mr. Thompson owns warrants to purchase 100,000 shares
at $.10 per share.
Conflicts of interest could arise if one or more of our
officers act in a way that benefits them and hurts BICO or
another one of our subsidiaries. To protect ourselves, we
require that any action that benefits any individual executive
officer or director of any of our companies has to be approved by
a majority of the disinterested directors. We also make sure
that each of our boards of directors includes outside directors -
people who are not employees - and those outside directors must
approve any action that might present a conflict. For example,
if BICO issues warrants or loans money to Mssrs. Cooper, Feola or
Keeling, who are BICO directors, BICO's other disinterested
directors, including the outside directors, must approve the
warrants or loans first. The same policy applies to Diasense,
Petrol Rem and ViaCirQ. We believe this policy helps avoid
conflicts that could hurt us.
WE DEPEND ON OUR KEY OFFICERS, AND WE WOULD SUFFER IF THEY LEFT.
We are dependent upon our key officers, Fred E. Cooper, our
CEO, Anthony J. Feola, our COO, Michael P. Thompson, our CFO, and
Glenn Keeling, the CEO of ViaCirQ. We don't have key-man life
insurance on any of our officers, and our business would suffer
if they left for any reason.
WE ARE DEPENDENT UPON EMPLOYEES AND INDEPENDENT CONTRACTORS WHO
ARE DIFFICULT TO REPLACE.
Because we are developing new technologies, devices and
engineering methods, we depend on certain employees and
independent contractors who may not devote their full-time
efforts to our operations. We depend on some of our employees
who have a specific expertise that is not common. We also need
independent contractors to assist us in areas where our employees
do not have the necessary expertise. If we lose the services of
any of these employees or independent contractors and are unable
to replace them, our business could suffer.
WE SOMETIMES NEED SUPPLIERS AND PARTS THAT ARE DIFFICULT TO FIND.
Our products involve designs that are new, and we often need
to have component parts fabricated especially for our
experimentation, testing and development. Suppliers for these
parts are not always readily available, or available at all, so
we have to create the parts in-house. This can result in delays
in our development - so far, these delays have not been material
- - but we cannot assure you that they won't be material in the
future. If we are unable to obtain a supplier or create the
necessary parts ourselves, we have to redesign the product, which
also results in significant delays. Although we try to minimize
our dependence on custom parts when we design products,
unforeseeable problems can arise which negatively affect our
operations.
WE HAVE LIMITED COMMERCIAL MANUFACTURING EXPERIENCE, WHICH MAKES
IT HARDER FOR US TO COMPETE WITH MORE EXPERIENCED MANUFACTURERS.
We have a contractual duty to manufacture our medical
devices. We have leased space, which has been modified, for our
manufacturing needs, but our current management team has limited
experience with large-scale commercial manufacturing. If we are
not able to hire the right people, or to provide manufacturing
expertise ourselves, we will not be able to successfully
manufacture our biomedical devices, even if they are approved for
sale in the U.S., or even if we are able to make sales.
WE CANNOT SELL PRODUCTS WITHOUT GOVERNMENT APPROVAL. WE HAVE
BEEN, AND CONTINUE TO BE, INVOLVED IN A LONG, EXPENSIVE
GOVERNMENTAL APPROVAL PROCESS THAT WE MUST COMPLETE BEFORE WE CAN
SELL OUR PRODUCTS.
The Food and Drug Administration and other federal and state
agencies control many of our products. FDA approval is necessary
to market our biomedical products in the U.S. If we do not get
approval, we cannot sell our products in the U.S.
We are currently conducting clinical trials for our
noninvasive glucose sensor - these trials will last approximately
a year, and we hope to have FDA approval once the trials are
completed and the results are submitted. We have suffered
significant delays in the FDA approval in the past - those delays
occurred for several reasons, including the following. The FDA
did not give us a decision on the 510(k) Notification we
submitted in 1994 until 1996. In 1996, after the FDA's panel
refused to approve our submission, the FDA told us to make a
different filing, on a PreMarket Approval Application - known as
a PMA. Rather than immediately pursue the PMA, we decided to
focus on getting certification to sell our sensor in Europe,
which we completed in June 1998. We had serious cash flow
problems in 1998, and it delayed all of our projects further.
Late in 1998 and early 1999, we started the PMA process. We
filed the first module of our PMA in May 1999 and the second
module in May 2000. The FDA asked for more information in
September 1999, and we responded. Then, in November 1999, the
FDA asked for additional information. We finished compiling all
that additional information, and in July 2000 we submitted an
Investigational Device Exemption to the FDA that included the
protocol for our clinical trials. An Investigational Device
Exemption is a request to the FDA for approval to conduct
clinical trials on a device that is not FDA-approved. Once the
FDA approved the protocol for our clinical trials, those trials
began in 2000.
Once we complete our clinical trials, we will submit the
data to the FDA. We are working with outside biomedical
consultants to help us obtain FDA approval following these
clinical trials; however, we cannot assure you when or if that
will happen.
IF WE ARE HIT WITH PRODUCT LIABILITY CLAIMS THAT EXCEED OUR
INSURANCE, WE WILL HAVE TO PAY THE EXCESS.
We don't have any current product liability claims against
us, but we are engaged in activities that involve testing and
selling biomedical devices. These kinds of activities expose us
to product liability claims. We currently have $10,000,000 in
product liability insurance. If a claim against us is successful
and exceeds that amount, we could be liable for the balance.
RISKS RELATED TO THIS OFFERING
OUR COMMON STOCK MAY BE VOLITILE, WE DO NOT TRADE ON AN
ESTABLISHED STOCK EXCHANGE, AND YOU MAY NOT BE ABLE TO SELL YOUR
STOCK AT OR ABOVE YOUR PURCHASE PRICE.
Our stock currently trades on the electronic bulletin board,
which is not a formal stock exchange. As a result, it may be
more difficult to obtain trading information than if our stock
still traded on the Nasdaq. Because our stock price did not meet
the Nasdaq Small-Cap market requirements implemented in 1998, we
were delisted and we're no longer able to trade there. Although
we have maintained acceptable trading volume since we left
Nasdaq, we cannot assure you that our trading volume will
continue. As a result, you may be unable to sell your stock when
you want to sell it. In addition, our stock price has fluctuated
significantly, and you may not be able to sell your stock at or
above your purchase price when you are ready to sell.
OUR STOCK IS CONSIDERED PENNY STOCK, SO IT'S SUBJECT TO
REGULATIONS THAT COULD MAKE IT MORE DIFFICULT FOR YOU TO SELL
YOUR STOCK.
Our stock is considered penny stock because of its low price.
The penny stock low-priced securities regulations could affect
the way you sell your stock, and the way our stock is sold. These
regulations require broker-dealers to disclose the risk
associated with buying penny stocks and to disclose their
compensation for selling the stock.
The regulations may have the effect of discouraging brokers
from trading our stock. For example, brokers selling our
stock have to obtain a written agreement from the purchaser and
determine that our stock is a suitable investment for that
purchaser. Many brokers will not want to bother with those
requirements, so they won't sell our stock, and that could reduce
the level of trading activity, making it more difficult for you
to sell your stock.
THE VOLATILITY OF OUR COMMON STOCK COULD EXPOSE US TO SECURITIES
LITIGATION.
In the past, following periods of volatility in the market
price of a company's securities, securities class action suits
have been filed. Due to the historic volatility of our common
stock, we may be particularly susceptible to this kind of
litigation. If it were to happen to us, the litigation would be
expensive and would divert our management's attention from
business operations. Any litigation that resulted in a finding
of liability against us would adversely affect our business,
prospects and financial condition, along with the price of our
stock. We have already been the subject of one class action
lawsuit, which was filed in 1996. We settled that lawsuit in
2000 for a total of $3,450,000.
INVESTORS WILL INCUR IMMEDIATE DILUTION.
The price of our stock in this offering will be
significantly higher than its book value per share. If you buy
our stock in this offering, you will suffer an immediate and
substantial dilution in the net tangible book value per share
from the price you pay for the stock. For example, assuming you
pay $.04 per share for our stock in this offering, and all of the
stock offered is sold, you will experience a net tangible book
value dilution of $.03 per share. We also have a large number of
outstanding warrants to purchase our common stock with prices
below the estimated offering price of our stock. To the extent
those warrants are exercised, additional dilution will occur.
Please review the section captioned Dilution for more detailed
information.
OUR MANAGEMENT HAS BROAD DISCRETION IN SPENDING THE PROCEEDS OF
THIS OFFERING, AND MAY DO SO IN WAYS WITH WHICH OUR STOCKHOLDERS
DISAGREE.
When our stockholders approved the authorization of
additional shares of stock, they gave our management broad
discretion in how to spend the proceeds of stock sales. Our
management is limited only to using proceeds to fund our existing
or related projects, to acquire other companies with revenues or
short-term revenue generating potential and for general corporate
purposes, including working capital. We have not yet determined
how all of the proceeds will be used. Consequently, our board of
directors and management will have significant flexibility in
using the proceeds of this offering. Because of the number and
variety of factors that determine our use of proceeds, we cannot
assure you that the uses will not vary from our current plans, or
that all our stockholders will agree with the uses we choose.
Please review the section captioned Use of Proceeds for more
information on this topic.
THE WAY WE SELL AND ISSUE STOCK COULD HAVE AN ANTI-TAKEOVER
EFFECT.
We sold convertible preferred stock and convertible
debentures and we intend to sell stock in this offering. When we
issue those additional shares of common stock, either from
conversions of preferred stock or debentures, or from sales of
stock, the stock could be used to oppose or delay a hostile
takeover attempt or delay or prevent changes in control or in our
management. For example, without further stockholder approval,
our board of directors could strategically sell stock to
purchasers who would oppose a takeover or a change in our
management. Although our sales of stock are based on our
business and financial needs, and not on the threat of a
takeover, you should be aware that it could have an anti-takeover
effect. We are not aware of any takeover attempts, but if a
takeover was proposed, it could mean you might be offered a
premium for your stock over the market price - but the way we
issue and sell our stock could discourage a takeover attempt.
WHERE YOU CAN FIND MORE INFORMATION
The securities laws require us to file reports and other
information. All of our reports can be reviewed at the SEC's
web site, at www.sec.gov through the SEC's EDGAR database. You
can also review and copy any report we file with the SEC at the
SEC's Public Reference Room, which is located at 450 Fifth
Street, N.W., Washington, D.C., or at the SEC's regional offices,
including the ones located at 601 Walnut Street, Curtis Center,
Suite 1005E, Philadelphia, PA 19106-3432; and 75 Park Place, New
York, NY. You can also order copies for a fee from the SEC's
Public Reference section, at 450 Fifth Street, N.W. Washington,
D.C. 20549. Our stock trades on the electronic bulletin board.
This prospectus omits certain information that is contained
either in the full registration statement, including exhibits, on
Form S-3, or in the reports we file with the SEC. Our most
recent financial statements and other information regarding our
operations can be found in the reports listed below, and you
should review those reports along with this prospectus.
OTHER IMPORTANT DOCUMENTS YOU SHOULD REVIEW
Our latest financial statements, as well as other important
information, are contained in the following documents, all of
which are incorporated by reference to this prospectus. The
SEC allows us to disclose important information to you by
referring to other documents. We are also permitted to include
the following reports, which have been filed with the SEC, as
well as the reports we file with the SEC in the future, as part
of this prospectus, without copying the reports into the
prospectus. This is known as incorporation by reference. The
following documents are incorporated by reference:
(a) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
(b) Our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.
(c) Our Form 8-Ks filed on the following dates:
a. Form 8-K filed May 17, 2001 for the event dated May 16, 2001
b. Form 8-K filed May 18, 2001 for the event dated May 17, 2001
c. Form 8-K filed May 21, 2001 for the event dated May 17, 2001
d. Form 8-K filed May 23, 2001 for the event dated May 22, 2001
e. Form 8-K filed May 23, 2001 for the event dated May 23, 2001
As long as this prospectus remains effective, all of our
subsequent filings with the SEC will also be incorporated by
reference.
We will send you a copy of these documents if you ask for
them. If you want to receive copies, please contact our
Shareholder Relations department at: Shareholder Relations
Department, BICO, Inc., 2275 Swallow Hill Road, Building 2500,
2nd Floor, Pittsburgh, PA 15220, by telephone at 412-429-0673 or
by fax at 412-279-1367.
Until 90 days after the effective date of this prospectus,
all dealers effecting transactions in the registered
securities, whether or not participating in this distribution,
may be required to deliver a prospectus. This is in addition
to the obligation of dealers to deliver a prospectus when acting
as underwriters and with respect to their unsold allotments or
subscriptions.
USE OF PROCEEDS
We plan to sell the 800,000,000 shares of common stock in
this offering continuously on a best efforts, no minimum basis.
This means that we will sell stock from time to time, and we have
no guarantees that we will be able to sell any stock. We will
keep all the proceeds from stock sales, regardless of how many
shares we sell. We do not have an underwriter helping us sell
stock, but we may use brokers or other agents to help us sell
stock, and we will pay them if they are successful. We may not
receive any proceeds from this offering, and if we do receive any
proceeds, we plan to use the money immediately. We cannot assure
you that we will be able to raise enough money to fund any of our
projects, or to keep us operating for any length of time.
We will use the initial proceeds we receive both to continue
the development of our noninvasive glucose sensor and our
hyperthermia product, for inventory build-up and to satisfy
general working capital requirements. If we sell less than the
total 800 million shares, we'll use the money first for salaries
of employees, general and administrative and legal expenses, then
to fund our projects. The amount we spend on our biomedical
products - the noninvasive glucose sensor and the hyperthermia
project - will depend on the length of time it takes to get FDA
approval and the progress of our development.
The maximum gross proceeds we could receive from selling the
800 million shares, assuming a price of $.04 per share, would be
$28,800,000, which excludes commissions, which we expect to be
around 10%. If we can't sell any stock, or we raise
significantly less than $28 million - like only $5 million - we
might not be able to continue operating after March 2002, and
we'd have to stop work on all our projects.
Depending upon the actual price of the stock we sell in this
offering, we may not have sufficient funds to complete the
development of any of our products and to satisfy our working
capital requirements. If the net proceeds of this offering are
insufficient at any given time, we will have to seek additional
financing. We cannot assure you that we will be able to obtain
additional financing on acceptable terms when we need the funds.
If we can't raise additional capital, we would have to cease
operations.
If we raise enough money to continue our existing projects,
including the noninvasive glucose sensor, the hyperthermia
project, our environmental products, we will use some proceeds
from this offering to acquire other companies that are related to
our existing projects or have revenue. Because our products have
taken longer to reach the market than we hoped and planned, we
may acquire companies in order to obtain revenue. These other
companies may or may not be related to our existing operations,
and may have revenue-generating potential rather than historical
revenue.
We expect to use any remainder of the net proceeds from this
offering for general corporate purposes, including working
capital and administrative expenses, but we don't currently have
a specific plan for all of the proceeds. As a result, our
management and board of directors will have broad discretion to
allocate the proceeds from this offering. Pending those uses, we
intend to invest the net proceeds from this offering in short
term, investment grade, interest-bearing investments.
DILUTION
This section addresses the dilution of the 800,000,000
shares we are selling - you need to know that if you buy our
stock, your investment will suffer immediate dilution.
As of March 31, 2001, our common stock had a negative net
tangible book value of ($6,868,433) or ($.005) per share based
upon 1,383,704,167 shares outstanding. Net tangible book value
per share is determined by dividing the number of shares of
common stock outstanding into our total tangible assets less
total liabilities and preferred stock.
If we sell all 800 million shares from this offering at a
price of $.04 per share, the net tangible book value, using March
31, 2001 figures, would increase to $21,881,567, or approximately
$.01 per share as of March 31, 2001. We computed these figures
based on an assumed offering price of $.04 per share, which may
not be the offering price, and assuming the deduction of all
offering expenses, including a ten percent commission or fee on
all sales. Making those assumptions, the net tangible book value
per share will have increased $.015 per share to our existing
stockholders, and decreased by approximately $.03 per share to
the investors who purchase stock in this offering.
Dilution represents the difference between the offering
price and the net tangible book value per share immediately
after the completion of the offering. Dilution arises from our
arbitrary decision as to the offering price per share. Dilution
of the value of the shares purchased by the investors in this
offering will also be due to the far lower book value of the
shares presently outstanding, and in part to expenses incurred in
connection with the offering. In the table set forth below, no
attempt was made to determine the dilutive effect of the exercise
of outstanding warrants. Because this is a best efforts
offering, and we do not know how many shares we will sell, we set
up the table showing the dilution that will occur if 100%, 50%
and 10% of the total 800 million shares are sold. The following
table illustrates this dilution, rounding off the nearest
thousandth of a cent:
ASSUMING: 100%-800,000,000 50%-400,000,000 10%-80,000,000
SHARES / SOLD SHARES / SOLD SHARES / SOLD
Offering Price Per Share $0.040 $0.040 $0.040
Net Tangible Book Value Per
Share Before Offering ($ .005) ($ .005) ($ .005)
Increase Per Share Attributable
to Payment by Investors $ .015 $ .009 $ .0045
Net Tangible Book Value
Per Share After Offering $ .010 $ .004 ($ .0005)
Dilution Per Share to
Investors $0.030 $0.036 $0.0395
CAPITALIZATION
The following table sets forth our capitalization as of
March 31, 2001 and December 31, 2000. The March 31, 2001
information is taken from our unaudited financial statements,
copies of which are incorporated by reference from our Form 10-Q
for the quarter ended March 31, 2001. The December 31, 2000
information is taken from our audited financial statements,
copies of which are incorporated by reference from our Form 10-K
for the year ended December 31, 2000.
March 31, December 31,
2001 2000
(1) (1)
Stockholders' Equity
Common Stock, par value
$.10 per share;
authorized 1,700,000,000
shares; shares issued and $138,370,417 $138,370,417
outstanding: 1,383,704,167
at March 31, 2001 and
December 31, 2000
Additional paid-in capital 89,094,066 87,035,096
Warrants 6,221,649 6,204,235
Accumulated Deficit (234,119,473) (223,720,761)
----------- -----------
Total Capitalization ($433,341) $7,888,987
=========== ===========
March 31, 2001 December 31, 2000
(1) Does not include the effects of the
following:
Outstanding Warrants to purchase
common stock granted by the
Company, at exercise prices ranging
from $.05 to $4.03 per share,
expiring through 2006. 32,078,160 31,378,160
Note: In May 2001, our stockholders approved an increase in the
number of authorized shares of our common stock to 2.5 billion
shares.
The following table sets forth our capitalization as of
December 31, 1999 and 2000, and is made up of the figures taken
from our audited financial statements, which are included in this
prospectus and included a qualification regarding our ability to
continue as a going concern.
December 31, December 31,
1999 2000
(1) (1)
Stockholders' Equity
Common Stock, par value
$.10 per share;authorized
1,700,000,000 shares;
shares issued and $95,610,050 $138,370,417
outstanding:956,100,496
at December 31, 1999 and
1,383,704,167 at December
31, 2000
Series F 4% convertible
preferred stock,par value
$10 per share, issued and
outstanding 72,000 at 720,000 0
December 31, 1999 and none
at December 31, 2000
Additional paid-in capital 85,608,192 87,035,096
Warrants 6,791,161 6,204,235
Accumulated Deficit (181,174,458) (223,720,761)
----------- -----------
Total Capitalization $ 7,554,945 $ 7,888,987
=========== ===========
December 31, 1999 December 31, 2000
(1) Does not include the effects of the
following:
Outstanding Warrants to purchase
common stock granted by the
Company, at exercise prices ranging
from $.05 to $4.03 per share,
expiring 1999 through 2005. 29,896,662 31,378,160
Note: In February 2000, our stockholders approved an increase in
the number of authorized shares of our common stock to 1.7
billion shares. In May 2001, our stockholders approved an
increase in the number of authorized shares of our common stock
to 2.5 billion shares.
MARKET PRICE FOR COMMON STOCK
Our common stock trades on the electronic bulletin board
under the symbol "BIKO". On July 6, 2001, the closing bid price
for our common stock was $.0383. The following table sets forth the
high and low bid prices for our common stock during the calendar
periods indicated, through March 31, 2001. Because our stock
trades on the electronic bulletin board, you should know that
these stock price quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission, and they may not
necessarily represent actual transactions.
Calendar Year High Low
and Quarter
1998 First Quarter $ .250 $ .0937
Second Quarter $ .1875 $ .0313
Third Quarter $ .359 $ .0313
Fourth Quarter $ .126 $ .049
1999 First Quarter $ .084 $ .049
Second Quarter $ .340 $ .048
Third Quarter $ .125 $ .070
Fourth Quarter $ .099 $ .050
2000 First Quarter $1.050 $.051
Second Quarter $.400 $.160
Third Quarter $.184 $.12
Fourth Quarter $.122 $.049
2001 First Quarter $.1355 $.05
Second Quarter $.05 $.04
We have approximately 128,000 holders, including those who hold
in street name, of our common stock, and no holders of our
preferred stock.
DESCRIPTION OF SECURITIES
Our authorized capital currently consists of 2,500,000,000
shares of common stock, par value $.10 per share and 500,000
shares of cumulative preferred stock, par value $10.00 per share.
Preferred Stock
Our Articles of Incorporation authorize the issuance of a
maximum of 500,000 shares of cumulative convertible preferred
stock, and authorize our board of directors to define the terms
of each series of preferred stock. In December 1999, our board
of directors authorized the creation of a Series F convertible
preferred stock. As of December 31, 2000, all of the shares of
that Series F preferred stock had been converted to common stock,
and we had zero shares of preferred stock outstanding.
Common Stock
Holders of our common stock are entitled to one vote per
share for each share held of record on all matters submitted to a
vote of stockholders. Holders of our common stock do not have
cumulative voting rights, and therefore the holders of a majority
of the shares of common stock voting for the election of
directors may elect all of the directors, and the holders of the
remaining common stock would not be able to elect any of the
directors. Subject to preferences that may be applicable to the
holders of our preferred stock, if any, the holders of our common
stock are entitled to receive dividends that may be declared by
our board of directors.
In the event of a liquidation, dissolution or winding up of
our operations, whether voluntary or involuntary, and subject to
the rights of any preferred stockholders, the holders of our
common stock would be entitled to receive, on a pro rata basis,
all of our remaining assets available for distribution to our
stockholders. The holders of our common stock have no
preemptive, redemption, conversion or subscription rights. All
of our outstanding shares of common stock are, and the shares of
common stock to be sold in this offering will be, fully paid and
nonassessable. As of December 31, 2000 and March 31, 2001, there
were 1,383,704,167 shares of our common stock outstanding.
Dividends
We have not paid cash dividends on our common stock, with the
exception of 1983, since our inception. We do not anticipate
paying any dividends at any time in the foreseeable future. We
expect to use any excess funds generated from our operations for
working capital and to continue to fund our various projects.
Our Articles of Incorporation restrict our ability to pay cash
dividends under certain circumstances. For example, our board
can only declare dividends subject to any prior right of our
preferred stockholders to receive any accrued but unpaid
dividends. In addition, our board can only declare a dividend to
our common stockholders from net assets that exceed any
liquidation preference on any outstanding preferred stock.
Subordinated Convertible Debentures
Beginning in December 2000, we issued subordinated convertible
debentures that have a one-year term and are due in 2001 and
2002. The debentures earn interest at 4% and are convertible
into shares of common stock. As of December 31, 2000 and March
31, 2001, we had $2,400,000 and $10,655,659 in subordinated
debentures outstanding, respectively. As of July 9, 2001, we
had $788,566 in debentures outstanding.
Our debentures are not secured by any of our assets, and are
subordinate to our corporate debt, except for related-party debt.
The debentures are convertible beginning 90 days from issuance.
Our debentures can be converted to our common stock at a price
that is determined by computing 80% of the average closing bid
price for the four days prior to and the day of conversion - or a
20% discount to a five-day average trading price. There is no
minimum conversion price, so the lower the bid price of our
stock, the more shares we will need to issue when our debentures
are converted - there is no limit on the number of shares of our
common stock that our debentures can be converted into. This
means that, if our stock price is low, the debenture holders
could own a large percentage of our outstanding common stock -
except that they have each agreed not to own more than 5% of our
common stock at any one time. We can redeem our debentures.
Employment Agreement Provisions Related to Changes in Control
We have employment agreements with Fred E. Cooper, Anthony J.
Feola, Glenn Keeling, Michael P. Thompson and two non-executive
officer employees. The agreements provide that in the event of a
"change of control", we must: issue to Mr. Cooper shares of
common stock equal to 5%; issue to Mr. Feola 4%; issue to Mr.
Keeling 3%; and issue to Mr. Thompson and the two non-executive
officer employees 2% each of our outstanding shares of common
stock. For purposes of these agreements, a change of control is
deemed to occur: when 20% or more of our outstanding voting stock
is acquired by any person; or when 1/3 or more of our directors
are not continuing directors, as defined in the agreements; or
when a controlling influence over our management or policies is
exercised by any person or by persons acting as a group within
the meaning of the federal securities laws.
Warrants
As of December 31, 2000, we had outstanding warrants to
purchase 31,378,160 shares of our common stock. These warrants
have exercise prices ranging from $.06 to $3.20 per share and
expiration dates through October 23, 2005, and are held by
members of our scientific advisory board, certain employees,
officers, directors, loan guarantors, and consultants. As of
March 31 and July 9, 2001, we had outstanding warrants to purchase
32,078,160 and 83,665,160 shares of our common stock. Those warrants
have exercise prices ranging from $.05 to $4.03 per share and
expiration dates through May 23, 2006.
Holders of warrants are not entitled to vote, to receive
dividends or to exercise any of the rights of the holders of
shares of our common stock for any purpose until the warrant
holder properly exercises the warrant and pays the exercise
price.
Transfer Agent
Mellon Investor Services, formerly Chase-Mellon Shareholder
Services in New York, New York acts as our registrar and transfer
agent for our common stock. We act as our own registrar and
transfer agent for our preferred stock and warrants.
PLAN OF DISTRIBUTION
This is a best-efforts offering, and we will not be working
with any underwriter on this offering. We may sell the shares of
common stock from time to time in one or more transactions at a
price of $.04 per share. We will hire registered broker-dealers to
sell this stock and they will place the stock with their clients
and investors. We will pay them a commission not to exceed 10%.
Any broker-dealers participating in the sale of our stock may
be considered underwriters within the meaning of section 2(11)
the Securities Act of 1933. Particularly if they act as
principals, any commissions or profits received by broker-dealers
from the sale of our stock may be considered underwriting
compensation under the Securities Act. If anyone who
participates in this offering is deemed to be an underwriter,
then any consideration received may be deemed to be underwriting
discounts or commissions under the federal securities laws.
If we make a particular offer that triggers certain securities
law filing requirements, we will file a supplement to this
prospectus that sets forth the number of shares being offered and
the terms of the offering, including the name or names of any
underwriters, dealers, brokers or agents, the purchase price paid
by any underwriter for the shares and any discounts, commissions
or concessions allowed or reallowed to dealers, including the
proposed selling price to the public.
In order to comply with the securities laws of certain
jurisdictions, we may be required to sell stock only through
registered or licensed brokers or dealers. In addition, we may
not be able to sell any stock in certain states unless we
register the stock in those states or otherwise comply with
applicable state securities laws by exemption, qualification or
otherwise.
SHARES ELIGIBLE FOR FUTURE SALE
As long as this registration statement remains effective with
the SEC and we remain current in our SEC filings, the shares will
be freely transferable without restriction or further
registration unless they are acquired by one of our affiliates.
Affiliates generally include our officers and directors and any
other person or entity that controls, is controlled by, or is
under common control of BICO. Any affiliates who acquire stock
from this offering will continue to be subject to the volume
restrictions of Rule 144, as we describe below.
In general, under Rule 144 as currently in effect, our
affiliates and any person, or persons whose shares are
aggregated, who has beneficially owned restricted shares for at
least two years would be entitled to sell within any three-month
period a number of shares which does not exceed the greater of:
1% of the then outstanding shares of our common stock; or the
average weekly trading volume of our common stock during the four
calendar weeks preceding such sale. Rule 144 also requires those
sales to be placed through a broker or with a market maker on an
unsolicited basis and requires that there be adequate current
public information available concerning our company. A person who
is deemed not to have been our affiliate at any time during the
three months preceding a sale, and who has beneficially owned
restricted shares for at least one year, would be entitled to
sell such shares under Rule 144(k) without regard to any of the
limitations discussed above. Restricted shares properly sold in
reliance upon Rule 144 are thereafter freely tradable without
restriction or registration under the 1933 Act, unless thereafter
held by an affiliate.
We can't make any predictions as to the effect that sales of
our common stock or the availability of shares for sale will have
on the market price of our common stock. Nevertheless, sales of
any substantial amounts of common stock in the public market will
probably adversely affect the prevailing market price.
LEGAL PROCEEDINGS
In May 1996, we, along with Diasense and our current
and former individual directors, including David Purdy, Fred
Cooper, and Anthony J. Feola, who are also current and former
Diasense officers and directors, were served with a federal class
action lawsuit based on alleged misrepresentations and violations
of federal securities laws. In 2000, even though we don't
believe any violations of the securities laws occurred, we agreed
to settle the lawsuit. The parties reached a settlement, and we
have paid an aggregate of $2,150,000 toward the settlement to
date. An additional $1,300,000 is due in July 2001. Although we
don't know whether the class action plaintiffs have been formally
notified of the settlement, or if they have accepted its terms,
we believe the existing settlement agreement will end this
matter.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Sweeney & Associates, P.C. of Pittsburgh, PA, our securities
counsel, will pass on the validity of the shares in this
offering. M. Kathyrn Sweeney owns warrants to purchase 3 million
shares of our common stock at $.05 per share until May 26, 2006;
and warrants to purchase 200,000 shares of Diasense, Inc., one
of our affiliates, at $.50 per share until April 23, 2006.
Thomas E. Sweeney, Jr., Esq., a former partner, currently holds
approximately 5,000 shares of our common stock and warrants to
purchase the following shares of Diasense, Inc., one of our
affiliates: 40,000 shares at $.50 per share until October 23, 2003
and 60,000 shares at $1.00 per share until January 6, 2003.
EXPERTS
Our consolidated financial statements as of December 31, 2000,
1999 and 1998, all of which included an explanatory paragraph
referring to an uncertainty regarding our ability to continue as
a going concern, included in this prospectus, have been audited
by Goff Backa Alfera & Company, LLC, independent certified public
accountants, as stated in their report for the year ended
December 31, 2000 and have been included in reliance upon that
report given upon the authority of that firm as experts in
auditing and accounting.
No dealer, salesman or other
person has been authorized to give
any information or to make any
representation other than those
contained in this prospectus and
you may not rely upon that
information. Neither the delivery
of this prospectus nor any sale
made hereunder shall, under any
circumstances, create any
implication that there has been no
change in our affairs or
operations since the date of this
prospectus. This prospectus does
not constitute an offer to sell or 800,000,000 Shares
solicitation of an offer to buy
any securities offered in any
jurisdiction in which such offer
or solicitation is not qualified
to do so or to anyone to whom it
is unlawful to make such offer or
solicitation. BICO, INC.
__________________________
TABLE OF CONTENTS Page
Common Stock
About BICO 3
Risk Factors 6 ____________________
Prospectus Delivery
Requirements 15 P R O S P E C T U S
Other Important Documents ____________________
You Should Review 15
Use of Proceeds 16 July 9, 2001
Dilution 17
Capitalization 18
Market Price for Common Stock 19
Description of Securities 20
Plan of Distribution 22
Shares Eligible for Future Sale 22
Legal Proceedings 23
Interests of Named
Experts and Counsel 23
Experts 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth BICO's estimated expenses incurred in
connection with the issuance and distribution of the securities
described in the prospectus other than underwriting discounts and
commissions:
Printing and Copying $ 2,500
Legal Fees 20,000
SEC Registration Fees 8,895
Accounting Fees 5,000
------
Total $36,395
======
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except as set forth herein, BICO has no provisions for the
indemnification of its officers, directors or control persons.
Michael P. Thompson, Fred E. Cooper, Anthony J. Feola and Glenn
Keeling have employment contracts, which include
indemnification provisions, which indemnify them to the extent
permitted by law. BICO and its affiliates Diasense, Inc.,
Coraflex, Inc., Petrol Rem, Inc., and ViaCirQ, formerly IDT, Inc.
are incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania. Section 1741, et seq. of said law,
in general, provides that an officer or director shall be
indemnified against reasonable and necessary expenses incurred in
a successful defense to any action by reason of the fact that he
serves as a representative of the corporation, and may be
indemnified in other cases if he acted in good faith and in a
manner he reasonably believed was in, or not opposed to, the
best interests of the corporation, and if he had no reason to
believe that his conduct was unlawful, except that no
indemnification is permitted when such person has been adjudged
liable for recklessness or misconduct in the performance of his
duty to the corporation, unless otherwise permitted by a court of
competent jurisdiction.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions,
the registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable. In
the event that a claim for indemnification against such
liabilities, other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of
the registrant in the successful defense of any action, suit or
proceeding, is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration
statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, to
set forth the results of the subscription offer and the terms of
any subsequent reoffering thereof. If any public offering is to
be made on terms differing from those set forth on the cover page
of the prospectus, a post-effective amendment will be filed to
set forth the terms of such offering.
EXHIBIT TABLE
Exhibit
Sequential Page No.
3.1(4) Articles of Incorp. as filed March 20, 1972... N/A
3.2(4) Amendment to Articles filed May 8,1972...... N/A
3.3(4) Restated Articles filed June 19,1975......... N/A
3.4(4) Amendment to Articles filed February 4,1980.. N/A
3.5(4) Amendment to Articles filed March 17,1981.... N/A
3.6(4) Amendment to Articles filed January 27,1982.. N/A
3.7(4) Amendment to Articles filed November 22,1982. N/A
3.8(4) Amendment to Articles filed October 30,1985.. N/A
3.9(4) Amendment to Articles filed October 30,1986. N/A
3.10(4) By-Laws...................................... N/A
3.11(5) Amendment to Articles filed December 28,1992. N/A
3.12(8) Amendment to Articles filed February 7, 2000. N/A
3.13(10) Amendment to Articles filed May 17, 2001 N/A
5.1 Legal Opinion of Sweeney & Associates P.C... 32
10.1(1) Manufacturing Agreement...................... N/A
10.2(1) Research and Development Agreement........... N/A
10.3(1) Termination Agreement........................ N/A
10.4(1) Purchase Agreement........................... N/A
10.5(2) Sublicensing Agreement and Amendments........ N/A
10.6(3) Lease Agreement with 300 Indian Springs
Partnership................................ N/A
10.7(4) Lease Agreement with Indiana County.......... N/A
10.8(5) First Amendment to Purchase Agreement dated
December 8, 1992........................... N/A
10.9(6) Fred E. Cooper Employment Agreement dated
11/1/94.................................... N/A
10.10(6) David L. Purdy Employment Agreement dated
11/1/94.................................... N/A
10.11(6) Anthony J. Feola Employment Agreement dated
11/1/94.................................... N/A
10.12(6) Glenn Keeling Employment Agreement dated
11/1/94.................................... N/A
10.13(9) David L. Purdy resignation as a director letter
dated 6/1/00............................... N/A
16.1(7) Disclosure and Letter Regarding Change in
Certifying Accountants dated 1/25/95....... N/A
24.1 Consents of Goff Backa Alfera & Company LLC,
Independent Certified Public Accountants... 34
24.2 Consent of Counsel Included in Exhibit 5.1
above...................................... 32
25.1 Power of Attorney of Fred E. Cooper
(included under "Signatures").............. 31
(1) Incorporated by reference from Exhibit with this title
filed with the Company's Form 10-K for the year ended
December 31, 1991
(2) Incorporated by reference from Exhibit with this title
to Form 8-K dated May 3, 1991
(3) Incorporated by reference from Exhibit with this title to
Form 10-K for the year ended December 31, 1990
(4) Incorporated by reference from Exhibits with this title to
Registration Statement on Form S-1 filed on December 1, 1992
(5) Incorporated by reference from Exhibits with this title to
Amendment No. 1 to Registration Statement on Form S-1 filed on
February 8, 1993
(6) Incorporated by reference from Exhibit with this title to
Form 10-K for the year ended December 31, 1994
(7) Incorporated by reference from Exhibit with this title to
Form 8-K dated January 25, 1995
(8) Incorporated by reference from Exhibit with this title to
Form 10-K dated March 27, 2000
(9) Incorporated by reference from Exhibit with this title to
Form 8-K dated June 2, 2000
(10) Incorporated by reference from Exhibit with this title files
with the Company's Form S-3/A dated June 29, 2001.
Exhibit 25.1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this registration Statement to be
signed on its behalf by the undersigned on July 9, 2001
BICO, INC.
By: /s/ Fred E. Cooper
Fred. E. Cooper, director, CEO,
(principal executive officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Fred E. Cooper
his true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration Statement, and to
file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration Statement has been signed by the
following persons in the capacities indicated on the dates
indicated.
Signature Title Date
/s/ Anthony J. Feola Chief Operating Officer, July 9, 2001
Anthony J. Feola director
/s/ Michael P. Thompson Principal Accounting Officer, July 9, 2001
Michael P. Thompson Principal Financial Officer
/s/ Glenn Keeling director July 9, 2001
Glenn Keeling
/s/ Stan Cottrell director July 9, 2001
Stan Cottrell
/s/ Paul W. Stagg director July 9, 2001
Paul W. Stagg