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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2003
Commission File Number: 0-24866
MICROTEK MEDICAL HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-1746149
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
13000 DEERFIELD PARKWAY, SUITE 300
ALPHARETTA, GEORGIA 30004
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(662) 327-1863
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE PER SHARE
STOCK PURCHASE RIGHTS
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [X] No [_]
The aggregate market value of voting and non-voting common equity held by
nonaffiliates of the registrant based on the sale price at which the common
equity was last sold as reported on The Nasdaq Stock Market as of June 30, 2003,
was approximately $83.2 million. For purposes of this computation, all officers,
directors and 5% beneficial owners of the registrant are deemed to be
affiliates. Such determination should not be deemed an admission that such
officers, directors or 5% beneficial owners are, in fact, affiliates of the
registrant.
At March 5, 2004, there were outstanding 42,915,912 shares of the registrant's
common stock, $.001 par value per share.
Documents incorporated by reference: Portions of the Registrant's proxy
statement relating to the 2004 Annual Meeting of Shareholders are incorporated
into Part III of this Form 10-K.
Note: This Amendment No. 1 on Form 10-K/A is filed for the purpose of
clarifying the disclosure contained at Item 9A of the Annual Report for the year
ending December 31, 2003, concerning the conclusions of the Company's President
and Chief Executive Officer and its Chief Financial Officer that the Company's
disclosure controls and procedures are effective at the reasonable assurance
level as more particularly described below in this Amendment No. 1.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Under the supervision
and with the participation of the Company's management, including the Company's
President and Chief Executive Officer and its Chief Financial Officer, the
Company carried out an evaluation (the "Evaluation") of the effectiveness of the
Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based upon the Evaluation,
the Company's President and Chief Executive Officer and its Chief Financial
Officer have concluded that the Company's disclosure controls and procedures are
effective at the reasonable assurance level as of the end of the year for which
this report is being filed to ensure that (i) information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms and (ii) such
information is accumulated and communicated to the Company's management,
including the Company's President and Chief Executive Officer and its Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
The Company is committed to a continuing process of identifying, evaluating
and implementing improvements to the effectiveness of the Company's disclosure
and internal controls and procedures. The Company's management, including its
President and Chief Executive Officer and its Chief Financial Officer, does not
expect that the Company's controls and procedures will prevent all errors. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
within the Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns
can occur because of a simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design of any system of
controls is also based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in any control system, misstatements due to error or
violations of law may occur and not be detected. The Company has, however,
designed its disclosure controls and procedures to provide, and believes that
such controls and procedures do provide, reasonable assurance that information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms. The
disclosure in this paragraph about inherent limitations of control systems does
not modify the conclusions set forth in the immediately preceding paragraph of
the Company's President and Chief Executive Officer and its Chief Financial
Officer concerning the effectiveness of the Company's disclosure controls and
procedures.
(b) Changes in internal controls. There have not been any changes in the
Company's internal controls over financial reporting identified in connection
with the Evaluation that occurred during the Company's quarter ending December
31, 2003 that has materially affected or is reasonably likely to materially
affect the Company's internal controls.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) (1) Financial Statements:
The following financial statements are filed as part of this
annual report.
Consolidated Financial Statements and Independent Auditors'
Report:
Independent Auditors' Reports
Consolidated Balance Sheets as of December 31, 2003 and 2002
Consolidated Statements of Operations and Comprehensive
Income for the years ended December 31, 2003, 2002 and
2001
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001
Notes to the Consolidated Financial Statements
(2) Financial Statement Schedules:
The following financial statement schedule is filed as part of
this annual report: Schedule II - Valuation and Qualifying
Accounts
Other schedules are omitted because they are not applicable, not required or
because required information is included in the consolidated financial
statements or notes thereto.
(3)(a) Exhibits
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2.1 Stock Purchase Agreement dated June 10, 1999, between Premier Products
LLC and Isolyser Company, Inc. (incorporated by reference to Exhibit
2.1 to the Company's Current Report on Form 8-K filed July 13, 1999).
2.2 Asset Purchase Agreement dated as of May 25, 1999, among Allegiance
Healthcare Corporation ("Allegiance"), Isolyser and MedSurg
(incorporated by reference to Exhibit 2.1 in the Company's Current
Report on Form 8-K filed July 27, 1999).
2.3 First Amendment to Asset Purchase Agreement dated as of July 12, 1999,
among Allegiance, Isolyser and MedSurg (incorporated by reference to
Exhibit 2.2 in the Company's Current Report on Form 8-K filed July 27,
1999).
2.4 Supply and License Agreement dated as of July 12, 1999, between
Isolyser and Allegiance (incorporated by reference to Exhibit 2.3 in
the Company's Current Report on Form 8-K filed July 27, 1999).
3.1 Articles of Incorporation of Isolyser Company, Inc. (incorporated by
reference to Exhibit 3.1 filed with the Company's Registration
Statement on Form S-1, File No. 33-83474).
3.2 Articles of Amendment to Articles of Incorporation of Isolyser
Company, Inc. (incorporated by reference to Exhibit 3.2 filed with the
Company's Annual Report on Form 10-K for the period ending December
31, 1996).
3.3 Amended and Restated Bylaws of Isolyser Company, Inc. (incorporated by
reference to Exhibit 3.1 filed with the Company's Current Report on
8-K filed April 23, 2002).
4.1 Specimen Certificate of Common Stock (incorporated by reference to
Exhibit 4.1 filed with the Company's Registration Statement on Form
S-1, File No. 33-83474).
4.2 Shareholder Protection Rights Agreement dated as of December 20, 1996
between Isolyser Company, Inc. and SunTrust Bank (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
filed on December 20, 1996).
4.3 First Amendment to Shareholder Protection Rights Agreement dated as of
October 14, 1997 between Isolyser Company, Inc. and SunTrust Bank
(incorporated by reference to Exhibit 4.2 filed with the Company's
Current Report on Form 8-K/A filed on October 14, 1997).
4.4 Amended and Restated Credit Agreement dated as of May 14, 2001,
between the Company and The Chase Manhattan Bank, as Agent
(incorporated by reference to Exhibit 4.2 of the Company's Quarterly
Report on Form 10-Q filed August 14, 2001).
4.5 Second Amendment Agreement dated as of September 30, 2002, to the
Amended and Restated Credit Agreement, dated as of May 14, 2001
(incorporated by reference to Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q for the period ending September 30, 2002).
4.6 Fourth Amendment Agreement dated as of March 31, 2003, to the Amended
and Restated Credit Agreement, dated as of May 14, 2001 (incorporated
by reference to Exhibit 4.2 of the Company's quarterly report on Form
10-Q for the period ending March 31, 2003).
4.7 Fifth Amendment Agreement dated as of August 7, 2003, to the Amended
and Restated Credit Agreement, dated as of May 14, 2001 (incorporated
by reference to Exhibit 4.2 of the Company's quarterly report on Form
10-Q for the period ending June 30, 2003).
4.8 Sixth Amendment and Waiver Agreement dated as of November 21, 2003, to
the Amended and Restated Credit Agreement dated as of May 14, 2001
(previously filed).
10.1 Stock Option Plan and First Amendment to Stock Option Plan
(incorporated by reference to Exhibit 4.1 filed with the Company's
Registration Statement on Form S-8, File No. 33-85668).
10.2 Second Amendment to Stock Option Plan (incorporated by reference to
Exhibit 4.1 filed with the Company's Registration Statement on Form
S-8, File No. 33-85668).
10.3 Form of Third Amendment to Stock Option Plan (incorporated by
reference to Exhibit 10.37 filed with the Company's Annual Report on
Form 10-K for the period ended December 31, 1994).
10.4 Form of Fourth Amendment to the Stock Option Plan (incorporated by
reference to Exhibit 10.59 filed with the Company's Annual Report on
Form 10-K for the period ended December 31, 1995).
10.5 Form of Fifth Amendment to Stock Option Plan (incorporated by
reference to Exhibit 10.5 filed with the Company's Annual Report on
Form 10-K for the period ended December 31, 1996).
10.6 Form of Incentive Stock Option Agreement pursuant to Stock Option Plan
(incorporated by reference to Exhibit 4.2 filed with the Company's
Registration Statement on Form S-8, File No. 33-85668).
10.7 Form of Non-Qualified Stock Option Agreement pursuant to Stock Option
Plan (incorporated by reference to Exhibit 4.3, filed with the
Company's Registration Statement on Form S-8, File No. 33-85668).
10.8 Form of Indemnity Agreement entered into between the Company and
certain of its officers and directors (incorporated by reference to
Exhibit 10.45 filed with the Company's Registration Statement on Form
S-1, File No. 33-83474).
10.9 1999 Long-Term Incentive Plan (incorporated by reference to Exhibit
10(A) to the Company's Registration Statement on Form S-8 (File No.
333-89696).
10.10 Form of Employment Agreement with the executive officers of the
Company (incorporated by reference to Exhibit 10.2 filed with the
Company's Quarterly Report on Form 10-Q for the period ending
September 30, 2002).
10.11 Consulting Agreement dated August ___, 2002, between Microtek Medical
Holdings, Inc. and Gene R. McGrevin (incorporated by reference to
Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the
period ending September 30, 2002).
21.1 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1
of the Company's Annual Report on Form 10-K for the year ended
December 31, 2002).
23.1 Consent of KPMG LLP (previously filed)
23.2 Consent of Deloitte & Touche LLP (previously filed)
31.1* Certification of Chief Executive Officer
31.2* Certification of Chief Financial Officer
32.1 Certification pursuant to Section 902 of the Sarbanes-Oxley Act of
2002 (previously filed)
32.2 Certification pursuant to Section 902 of the Sarbanes-Oxley Act of
2002 (previously filed)
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*Filed herewith.
(b) Reports on Form 8-K:
On October 3, 2003, the Company furnished a current report on Form 8-K
dated October 2, 2003 pursuant to Item 12 announcing the Company's anticipated
net revenues for the quarter and nine month period ended September 30, 2003.
On November 5, 2003, the Company furnished a current report on Form 8-K
dated November 5, 2003 pursuant to Item 12 announcing the Company's results of
operations for the quarter ended September 30, 2003.
3(b) Executive Compensation Plans and Arrangements.
1. Stock Option Plan and First Amendment to Stock Option Plan (incorporated by
reference to Exhibit 4.1 filed with the Company's Registration Statement on
Form S-8, File No. 33-85668).
2. Second Amendment to Stock Option Plan (incorporated by reference to Exhibit
4.1 filed with the Company's Registration Statement on Form S-8, File No.
33-85668).
3. Form of Third Amendment to Stock Option Plan (incorporated by reference to
Exhibit 10.37 filed with the Company's Annual Report on Form 10-K for the
period ended December 31, 1994).
4. Form of Fourth Amendments to the Stock Option Plan (incorporated by
reference to Exhibit 10.59 filed with the Company's Annual Report on Form
10-K for the period ended December 31, 1995).
5. Form of Fifth Amendment to Stock Option Plan (incorporated by reference to
Exhibit 10.5 filed with the Company's Annual Report on Form 10-K for the
period ended December 31, 1996).
6. Form of Incentive Stock Option Agreement pursuant to Stock Option Plan
(incorporated by reference to Exhibit 4.2 filed with the Company's
Registration Statement on Form S-8, File No. 33-85668).
7. Form of Non-Qualified Stock Option Agreement pursuant to Stock Option Plan
(incorporated by reference to Exhibit 4.3, filed with the Company's
Registration Statement on Form S-8, File No. 33-85668).
8. Form of Indemnity Agreement entered into between the Company and certain of
its officers and directors (incorporated by reference to Exhibit 10.45
filed with the Company's Registration Statement on Form S-1, File No.
33-83474).
9. 1999 Long-Term Incentive Plan (incorporated by reference to Exhibit 10(A)
to the Company's Registration Statement on Form S-8, (File No. 333-89696).
10. Form of Employment Agreement with the executive officers of the Company
(incorporated by reference to Exhibit 10.2 filed with the Company's
Quarterly Report on Form 10-Q for the period ending September 30, 2002).
11. Consulting Agreement dated August ___, 2002, between Microtek Medical
Holdings, Inc. and Gene R. McGrevin (incorporated by reference to Exhibit
10.3 of the Company's Quarterly Report on Form 10-Q for the period ending
September 30, 2002).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized on March 4,
2005.
MICROTEK MEDICAL HOLDINGS, INC.
By: /s/ Dan R. Lee
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Dan R. Lee, Chairman, President and
Chief Executive Officer