UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended September 30, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission File No. 0-11472
DONLAR BIOSYNTREX CORPORATION.
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(Exact name of small business issuer as specified in its charter)
Nevada 87-0380088
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6502 South Archer Road, Bedford Park, Illinois 60501
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(Address of principal executive offices)
(708) 563-9200
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(Issuer's telephone number)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the registrant's common stock as of November
14, 2001 was 45,875,579.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX
PART I. FINANCIAL INFORMATION
1. Financial Statements
Condensed Consolidated Balance Sheet as of
September 30, 2001 (Unaudited) 2
Condensed Consolidated Statements of Operations
for the three and nine months ended September 30, 2000 and
2001 (Unaudited) 3
Condensed Consolidated Statement of Shareholders' Deficit
for the nine months ended September 30, 2001 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2000 and 2001 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements 6
2. Management's Discussion and Analysis or Plan of Operation 8
PART II. OTHER INFORMATION
2. Changes in Securities 10
4. Submission of Matters to a Vote of Security Holders 10
5. Other Information 10
6. Exhibits and Reports on Form 8-K 11
PART I FINANCIAL INFORMATION
ITEM 1 - Financial Statements
DONLAR BIOSYNTREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 20, 2001
ASSETS
Current Assets
Cash $ 4,057
Receivables, less allowance for doubtful accounts of $16,997 319,015
Inventories, net 2,035,679
Prepaid expenses 95,937
------------
Total current assets 2,454,688
Investment in equity securities 864,434
Property and equipment, net 9,765,763
Other Assets
Goodwill, net of accumulated amortization of $284,547 1,267,526
Other 10,000
------------
1,277,526
------------
$ 14,362,411
============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Current portion of convertible debt $ 1,616,225
Short term notes payable 3,121,000
Accounts payable 1,707,189
Accrued expenses 5,735,081
------------
Total current liabilities 12,179,495
Notes payable 10,705,264
Convertible debt 16,666,058
Shareholders' deficit
Preferred stock, $.0001 par value 199,765
Common stock, $.0001 par value --
Additional paid-in capital 62,050,510
Stock subscriptions receivable (31,987)
Deferred stock compensation (630,502)
Accumulated deficit (86,776,192)
------------
Total shareholders' deficit (25,188,406)
------------
$ 14,362,411
============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
2
DONLAR BIOSYNTREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30,
For the three months For the nine months
ended September 30, ended September 30,
-------------------------------- --------------------------------
2001 2000 2001 2000
------------- ------------- ------------ -------------
Revenues $ 455,382 $ 397,269 $ 1,687,902 $ 980,000
Cost of Revenue 624,868 466,919 2,043,022 1,412,884
Research and Development 190,597 330,365 670,245 1,038,847
Selling, general and administrative 508,412 880,834 4,542,536 2,297,650
------------ ------------ ------------ ------------
Total operating expenses 1,323,887 1,678,118 7,255,803 4,749,381
------------ ------------ ------------ ------------
Loss from operations (868,495) (1,280,849) (5,567,901) (3,769,381)
Other income (expense)
Gain on sale of equipment 360 -- 360 --
Interest income 22 1,928 8,975 6,317
Interest expense (1,206,421) (1,608,665) (5,255,854) (4,605,382)
------------ ------------ ------------ ------------
Total other expense (1,206,039) (1,606,737) (5,246,519) (4,599,065)
------------ ------------ ------------ ------------
Loss before income taxes (2,074,534) (2,887,586) (10,814,420) (8,368,446)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net loss (2,074,534) (2,887,586) (10,814,420) (8,368,446)
Preferred stock dividends and
beneficial conversion premium (656) -- (1,969) --
------------ ------------ ------------ ------------
Net loss applicable to common shares $ (2,075,190) $ (2,887,586) $(10,816,389) $ (8,368,446)
------------ ------------ ------------ ------------
Per common share:
Basic:
Net loss $ (0.05) $ (0.08) $ (0.24) $ (0.26)
Diluted:
Net loss $ (0.05) $ (0.08) $ (0.24) $ (0.26)
Weighted average shares of
common stock outstanding:
Basic 45,780,150 36,716,555 44,489,825 32,388,297
Diluted 45,780,150 36,716,555 44,489,825 32,388,297
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
3
DONLAR BIOSYNTREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
NINE MONTHS ENDED SEPTEMBER 30, 2001
Series A Series B
Common Stock Preferred Stock Preferred Stock Additional
------------------ -------------------- --------------------- Paid-in
Shares Amount Shares Amount Shares Amount Capital
------ ------ ------ ------ ------ ------ -------
Begin balance as of January 1, 2001 42,999,500 $-- 39,124 $ 191,057 449 $ 6,740 $ 58,543,186
Shares and warrants issued for service 2,458,079 -- -- -- -- -- 3,047,225
Amortization of deferred compensation -- -- -- -- -- -- --
Warrants exercised 418,000 -- -- -- -- -- 49,000
Net loss -- -- -- -- -- -- --
Preferred stock dividends -- -- 348 1,968 -- -- --
Sale of Donlar stock -- -- -- -- -- -- 714,593
Cancellation of Donlar stock options -- -- -- -- -- -- (303,494)
------------ --- -------- ------------ ------- ------------ ------------
End balance as of September 30, 2001 45,875,579 $-- 39,472 $ 193,025 449 $ 6,740 $ 62,050,510
============ === ======== ============ ======= ============ ============
Stock
subscription Deferred Accumulated
receivable Compensation Deficit Total
---------- ------------ ------- -----
Begin balance as of January 1, 2001 $ (31,987) $ (282,708) $(75,765,098) $(17,338,810)
Shares and warrants issued for service -- (703,125) -- 2,344,100
Amortization of deferred compensation -- 160,625 -- 160,625
Warrants exercised -- -- -- 49,000
Net loss -- -- (10,814,420) (10,814,420)
Preferred stock dividends -- -- (1,968) --
Sale of Donlar stock -- -- -- 714,593
Cancellation of Donlar stock options -- -- -- (303,494)
------------ ------------ ------------ ------------
End balance as of September 30, 2001 $ (31,987) $ (825,208) $(86,581,486) $(25,188,406)
============ ============ ============ ============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
DONLAR BIOSYNTREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
2001 2000
------------------ ----------------
Cash flows from operating activities
Net loss (10,814,420) (8,368,447)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 1,034,021 773,755
Compensation expense related to options
and warrants 1,983,146 22,680
Gain on sale of property and equipment (360) -
Interest expense related to amortization of
debt discount 2,512,235 1,855,876
Change in assets and liabilities
Receivables (124,721) (115,894)
Inventories 655,334 227,942
Prepaid expenses and other assets 293,603 (86,422)
Accounts payable 741,122 (16,228)
Accrued expenses 2,220,494 1,461,464
------------------ ----------------
Net cash used in operating activities (1,499,546) (4,245,274)
Cash flows from investing activities
Purchase of property and equipment (126,204) (237,022)
Proceeds from sale of property and equipment 4,278 -
------------------ ----------------
Net cash used in investing activities (121,926) (237,022)
Cash flows from financing activities
Principal repayments of convertible notes (135,498) (258,465)
Proceeds from notes payable 121,000 -
Issuance of Donlar common stock 714,593 1,033,405
Proceeds from exercise of warrants 49,000 -
Proceeds from subscriptions receivable - 414,502
Proceeds from issuance of convertible notes - 2,917,000
------------------ ----------------
Net cash provided by financing activities 749,095 4,106,442
------------------ ----------------
Net (decrease) in cash and cash equivalents (872,377) (375,854)
Cash and cash equivalents at beginning of year 876,434 379,278
------------------ ----------------
Cash and cash equivalents at September 30 $ 4,057 $ 3,424
================== ================
Supplemental disclosures of cash flow information:
Interest paid $ 648,428 $ 1,313,321
Income tax paid - -
Non cash transactions
In 2001, the company was forgiven its liability on its line of credit of $75,000
in exchange for related-party notes receivable with a book value of $74,639.
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
5
Notes to Condensed Consolidated Financial Statements
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with instructions to Form 10-QSB and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with
accounting principles generally accepted in the United States of America. For
further information refer to the Consolidated Financial Statements and footnotes
included in Donlar Biosyntrex Corporation's, formerly Biomune Systems, Inc.,
(the "Company" or "Donlar Biosyntrex") Annual Report on Form 10-KSB for the year
ended December 31, 2000.
In management's opinion, the condensed consolidated financial statements include
all adjustments consisting only of normal recurring adjustments except as
discussed below, which the Company considers necessary for a fair presentation
of the results for the period. Operating results for the fiscal period presented
are not necessarily indicative of the results that may be expected for the
entire fiscal year.
REPORTING ENTITY
On August 7, 2000, Donlar Corporation ("Donlar") entered into a agreement with
Donlar Biosyntrex to purchase 427,311 shares of Donlar Biosyntrex's common
stock, approximately 19.9% of the outstanding shares in exchange for a
$1,115,025, 10% note due December 31, 2000. On November 3, 2000, Donlar and
Donlar Biosyntrex amended this agreement. The restructured transaction took
place in three phases. First, Donlar Biosyntrex completed a 1 for 5 reverse
split of its common stock. Secondly, Donlar paid $563,500 in cash as a partial
payment on the $1.1 million note and received 1,127,000 shares of Donlar
Biosyntrex's common stock.
Thirdly, Donlar transferred the exclusive right to distribute and the exclusive
right to all future sales from Donlar's crop nutrition management and oil field
products to Donlar Biosyntrex. Donlar Biosyntrex also received the rights to
certain research and development activity of Donlar and $1,850,000 in cash in
exchange for issuing 40,152,520 additional shares of Donlar Biosyntrex's common
stock to Donlar, so that upon completion of these transactions Donlar owned 96%
of Donlar Biosyntrex's common stock. Donlar also agreed to transfer to Donlar
Biosyntrex the balance of its assets and related liabilities, except for
Donlar's existing patent rights and all intellectual property relating to
Donlar's genetic research activities. This transfer of assets and liabilities
took place on January 19, 2001.
Since the foregoing transactions represent a change in control of Donlar
Biosyntrex, the transactions have been accounted for as a reverse acquisition
whereby Donlar was treated as the acquirer and Donlar Biosyntrex as the
acquiree. The enclosed financial statements are based on Donlar's historical
data for the three month and nine month periods ended September 30, 2000. From
the date of acquisition, November 3, 2000, the financial statements include the
activity of both Donlar Biosyntrex and Donlar.
6
EQUITY TRANSACTIONS
In January 2001, Donlar sold 1,500,000 shares of its common stock for $714,593.
In January 2001, the Company entered into an agreement with a media relations
firm. This agreement is for one year and the Company issued 500,000 shares of
Donlar Biosyntrex's common stock in connection with the execution of the
agreement. The Company recorded $468,750 of general and administrative expenses,
which is the fair value of the stock issued. Additionally, the Company issued
the media relations firm 750,000 shares of Donlar Biosyntrex's common stock to
be held in an escrow account until completion of the terms of the agreement. The
fair value of these 750,000 shares was recorded as deferred compensation in the
amount of $703,125. This amount is being amortized over one year, the life of
the agreement, as adjusted for changes in fair value over the term of the
agreement. On August 3, 2001, the 750,000 shares were released from escrow and
delivered to the media relations firm.
In March 2001, an investment advisor exercised a warrant to purchase 400,000
shares of Donlar Biosyntrex's common stock for $0.01 a share, pursuant to its
August 2000 agreement with the Company.
In April 2001, the Company was forgiven its outstanding liability on a line of
credit for $75,000 in exchange for the related party notes receivable plus
accrued interest. The Company recorded a gain of $361 on the transaction.
In April 2001, the Company entered into a management services agreement with the
investment advisor referred to above. In exchange for the services performed
relating to potential acquisitions, the Company issued 1,000,000 shares of
Donlar Biosyntrex's common stock to the investment advisor. The Company recorded
$1,230,000 in general and administrative expenses during April 2001 equal to the
fair value of these shares.
On April 15, 2001, several convertible notes payable totaling $763,500 became
due. The Company is currently attempting to negotiate an extension of the notes.
On April 30, 2001, the $3 million note payable to a director of the Company
became due. This note was amended and now has a maturity date of October 31,
2001. The Company is currently negotiating with the director to extend the note.
On May 11, 2001, the Company issued a warrant to purchase 500,000 shares of
common stock at $2.50 a share to the investment advisor referred to above. In
connection with this transaction, the Company recorded $403,900 of general and
administrative expenses which is the fair value of the stock issued. On June 6,
2001, this investment advisor partially exercised the warrant to purchase 18,000
shares.
In June 2001, the Company issued 114,000 shares of common stock to the former
president of the Company in payment of fees owed to him. In July 2001, the
Company issued 51,300 shares of common stock to various consultants in payment
of fees owed to them.
7
SUBSEQUENT EVENTS
In October 2001, the Company adopted the Donlar Biosyntrex Employee Stock Option
Plan (the "Plan"). 1,000,000 shares of common stock have been reserved for
issuance under the Plan. During October 2001, the Company issued options under
the Plan to purchase 865,000 shares of common stock at an exercise price of $.20
per share.
Recent Accounting Pronouncements
On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS 141) Business Combinations,
and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is effective for all
business combinations completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001; however, certain provisions of
this Statement apply to goodwill and other intangible assets acquired between
July 1, 2001, and the effective date of SFAS 142. Major provisions of these
Statements and their effective dates for the Company are as follows:
- - All business combinations initiated after June 30, 2001, must use the
purchase method of accounting. The pooling of interest method of accounting
is prohibited except for transactions initiated before July 1, 2001.
- - Goodwill, as well as intangible assets with indefinite lives, acquired
after June 30, 2001, will not be amortized. Effective January 1, 2002, all
previously recognized goodwill and intangible assets with indefinite lives
will no longer be subject to amortization.
- - Effective January 1, 2002, goodwill and intangible assets with indefinite
lives will be tested for impairment annually and whenever there is an
impairment indicator.
The Company will continue to amortize goodwill recognized prior to July 1,
2001, under its current method until January 1, 2002, at which time annual and
quarterly goodwill amortization of approximately $260,000 and $65,000 will no
longer be recognized. By December 31, 2002, the Company will have completed a
transitional fair value based impairment test of goodwill as of January 1,
2002. Impairment losses, if any, resulting from the transitional testing will
be recognized in the quarter ended March 31, 2002, as a cumulative effect of
a change in accounting principle.
ITEM 2 - Management's Discussion and Analysis or Plan of Operation
Forward Looking Statements
This report and the documents incorporated by reference in this report contain
forward-looking statements. These forward-looking statements are based on
management's current expectations, estimates and projections about the Company's
industry, management's beliefs and certain assumptions made by the Company.
These statements are not guarantees of future performance and are subject to
certain risks, uncertainties and assumptions that are difficult to predict.
Therefore, the Company's actual results could differ materially from those
expressed or forecasted in any forward-looking statements as a result of a
variety of factors. The Company undertakes no obligations to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
Description of Business
Donlar Biosyntrex is a leader in "green chemistry" and provides patented
proteins that enable products and processes to be safer, more efficient and
environmentally friendly. The Company's products are being introduced into a
variety of industrial, agricultural and consumer markets, including oil
production, industrial water treatments, crop nutrition management and consumer
products such as diapers. Founded in 1990 and headquartered in Bedford Park,
Illinois, Donlar Biosyntrex has more than 130 global patents on its technology
and received the first Presidential Green Chemistry Challenge Award from the
Environmental Protection Agency for the development of its new thermal
polyaspartate (TPA) synthetic proteins. Donlar Biosyntrex products are
manufactured in the Company's facility located in Peru, Illinois. Donlar
maintains a web page at www.dolar.com.
For information concerning the acquisition of Donlar Biosyntrex by Donlar, see
"Notes to Condensed Consolidated Financial Statements - REPORTING ENTITY."
Results of Operations
Comparison of the three months ended September 30, 2001, with the three months
ended September 30, 2000.
During the three months ended September 30, 2001, the Company had revenues of
$455,382 compared to $397,269 for the comparable three-month period in 2000. The
8
increase in sales was due to growth in the BioPolymers segment of the Company's
business from new customers and additional product sales.
Cost of revenues were $624,868 for the three months ended September 30, 2001,
compared to $466,919 for the same period in 2000. This increase in cost of
revenues is proportionate to the increase in revenue.
Operating expenses were $1,323,877 for the three-month period ended September
30, 2001, compared to $1,678,118 for the three month period ended September 30,
2000. This decrease relates to a decrease in the sales and marketing staff.
Interest expense decreased from $1,608,665 for the three-month period ended
September 30, 2000, to $1,206,421 for the three month period ended September 30,
2001. This was due to less interest expense relative to the debt discount
associated with financing agreements.
During the three months ended September 30, 2001, the Company had a net loss of
$2,074,534 compared to a net loss of $2,887,586 for the three months ended
September 30, 2000. This decrease in net loss was attributable primarily to the
decrease in sales and marketing staff.
Comparison of the nine months ended September 30, 2001, with the nine months
ended September 30, 2000.
During the nine months ended September 30, 2001, the Company had revenues of
$1,687,902 compared to $980,000 for the comparable nine-month period in 2000.
The increase in sales was due to growth in the BioPolymers segment of the
Company's business from new customers and additional product sales.
Cost of revenues were $2,043,022 for the nine months ended September 30, 2001,
compared to $1,412,884 for the same period in 2000. This increase in cost of
revenues is proportionate to the increase in revenue.
Operating expenses were $7,255,803 for the nine-month period ended September 30,
2001, compared to $4,749,381 for the nine month period ended September 30, 2000.
This increase relates to increased sales, as well as the costs associated with
issuing warrants to an investment advisor and a media relations consultant.
Interest expense increased from $4,605,382 for the nine-month period ended
September 30, 2000 to $5,255,854 for the nine month period ended September 30,
2001. This increase was due to increases in borrowings and the amortization of
debt discount.
During the nine months ended September 30, 2001, the Company had a net loss of
$10,814,420 compared to a net loss of $8,368,446 for the nine months ended
September 30, 2000. This increase in net loss was attributable primarily to the
increase in interest expense and the costs associated with issuing warrants to
the investment advisor and the media relations consultant.
9
During the third quarter of 2001, the Company implemented a cost cutting plan.
This plan resulted in a decrease in the total number of employees from 26 to 17.
Liquidity and Capital Resources
Historically, Donlar Biosyntrex has been unable to finance its operations from
cash flows from operating activities. Donlar Biosyntrex expects it will require
substantial funds to continue the Company's operations. As of September 30,
2001, Donlar Biosyntrex had cash of $4,057; however, it did not have any plan
for its continued financing.
The Company is working with its principal creditors and investors to restructure
the Company's balance sheet. The Company believes this restructuring will be
completed within a reasonable time.
PART II OTHER INFORMATION
Item 2. Changes in Securities
On May 11, 2001, the Company issued a warrant to purchase 500,000 shares of
common stock at $2.50 a share to an investment advisor. On June 6, 2001, this
investment advisor partially exercised this warrant to purchase 18,000 shares.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit No. Exhibit Description
----------- ----------------------
2.1$$$ Stock Purchase Agreement, dated as of August 7, 2000, between
Donlar Biosyntrex Corporation and Donlar Corporation.
2.2$$$ Asset Purchase Agreement, dated as of August 7, 2000, between
Donlar Biosyntrex Corporation and Donlar Corporation.
3.1+ Amended and Restated Articles of Incorporation
3.2+ Amended and Restated Bylaws (adopted March 22, 1996)
3.3+ Certificate and Statement of Determination of Rights and
Preferences of Series A 10% Cumulative Convertible Preferred
Stock
10
3.4+ Certificate and Statement of Determination of Rights and
Preferences of Series B 10% Cumulative Convertible Non-Voting
Preferred Stock
3.5+ Certificate and Statement of Determination of Rights and
Preferences of Series D 8% Cumulative Convertible Non-Voting
Stock
3.6+ Certificate of Amendment to the Designation of Rights and
Preferences Related to Series A 10% Cumulative Convertible
Preferred Stock
3.7+ Certificate and Statement of Determination of Rights and
Preferences of Series C 8% Cumulative Convertible Non-Voting
Preferred Stock
3.8++ Certificate and Statement of Determination of Rights and
Preferences of Series E, 8% Cumulative Convertible Preferred
Stock
3.9++ Certificate of Amendment of Determination of Rights and
Preferences of Series F, 8% Cumulative Convertible Preferred
Stock
3.10++ Amendment to Determination of Rights and Preferences of Series
F Preferred
3.11++ Certificate and Statement of Determination of Rights and
Preferences of Series G, 8% Cumulative Preferred Stock
3.12++ Amendment to Designation of Rights and Preferences of Series G
Preferred
3.13++ Certificate and Statement of Determination of Rights and
Preferences of the Series J, 8% Cumulative Convertible
Preferred Stock
4.1** Form of Common Stock Certificate
4.3** Form of Series A 10% Cumulative Convertible Preferred Stock
Certificate
4.4* Form of Series B 10% Cumulative Convertible Preferred Stock
Certificate
11
4.5# Form of Series D 8% Cumulative Convertible Preferred Stock
Certificate
4.6+ Form of Series C 8% Cumulative Convertible Preferred Stock
Certificate
4.7++ Form of Series E Certificate
4.8++ Form of Series F Certificate
4.9++ Form of Series G Amendment
4.10++ Form of Series J Certificate
10.43* Office Lease Agreement
10.50* Thomas Q. Garvey, III Indemnification Agreement
10.51* St. Luke's-Roosevelt Hospital Center Statement of Agreement
10.52* Michael G. Acton Agreement
10.53* Frank A. Eldredge Agreement
10.54* James Dalton Agreement
10.60# Amended License Agreement with PTI
10.77# 1995 Stock Incentive Plan
10.80# Incentive Stock Option Agreement with Michael G. Acton (May 4,
1995)
10.82# Amended 1995 Stock Incentive Plan
10.83# Non-Qualified Stock Option Agreement with Christopher D.
Illick
10.84# Schedule Identifying Other Non-Qualified Stock Option
Agreements
10.85# Incentive Stock Option Agreement with Frank A. Eldredge
10.86# Schedule Identifying other Incentive Stock option Agreements
12
10.95+ Lease Agreement with Young Electric Sign company
10.97+ Form of Registration Rights Agreement (Series C
Preferred)
10.98+ Form of Investor Questionnaire and Subscription
Agreement (Series C Preferred)
10.108+ License Agreement with Biomed Patent Development LLC
10.112+ First Amendment to Amended License Agreement with PTI
10.113++ Contract with ML Industries
10.114++ Contract with Medical Foods, Inc.
10.115++ Contract with Harrogate Marketing LLC
10.116++ Rockwood Purchase Agreement, as amended
10.117+++ Marketing and Consulting Services Agreement between
Donlar Biosyntrex Corporation, and Harrogate Marketing,
L.L.C. dated as of August 14, 1999
10.118$ Contract with Amerifit Nutrition, Inc.
10.119$ License Agreement with Amerifit Nutrition, Inc.
10.120$ Contract with ICN Pharmaceutical
10.121$ Schedules to ICN Pharmaceutical Contract
10.122$ Non-Competition Agreement with Amerifit Nutrition, Inc.
10.123$$ 1999 Stock Option and Incentive Plan of Donlar
Biosyntrex effective as of January 1, 1999
10.124$$ Form of Incentive Stock Option Grant and Agreement
between Donlar Biosyntrex and certain directors,
officers and employees of Donlar Biosyntrex
10.125$$ Form of Stock Option Grant and Agreement between Donlar
Biosyntrex and certain directors, officers and employees
of Donlar Biosyntrex
13
10.126$$ Form of Stock Award Letter.
10.127$$$ Promissory Note in the principal amount of
$1,115,024.80, dated as of August 7, 2000.
10.130@ Capital Contribution, Assignment and Assumption
Agreement
10.131@@ Form of Consulting Agreement with Peter Frugone
10.132@@@ Form of Consulting Agreement with Media Relations
Strategy, Inc.
- -------------------------------------------
# Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 10-K/A for the fiscal year ended September 30,
1995.
* Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 10-KSB for the fiscal year ended September 30,
1994.
** Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 10-K for the fiscal year ended September 30,
1993 and the two month period ended November 30, 1993.
*** Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 10-K for the fiscal year ended September 30,
1992.
+ Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 10-KSB for the fiscal year ended September 30,
1996.
++ Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 10-KSB for the fiscal year ended September 30,
1998.
+++ Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 10-KSB for the fiscal year ended September 30,
1999.
$ Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 10-QSB for the period ending December 31, 1999.
$$ Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form S-8 filed on February 2, 2000.
$$$ Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 8-K filed on August 15, 2000.
14
@ Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 8-K filed on January 22, 2001.
@@ Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form S-8 filed on May 2, 2001.
@@@ Incorporated by reference to Donlar Biosyntrex's Periodic
Report on Form 10-QSB for the period ending March 31, 2001.
(b) Reports on Form 8-K.
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DONLAR BIOSYNTREX CORPORATION
Dated: November 19, 2001 By: /s/Larry P. Koskan
----------------------------------
Larry P. Koskan, President and
Chief Executive Officer
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