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 March 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to _________________
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
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6502 South Archer Road, Bedford Park, Illinois 60501
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(Address of principal executive offices)
(708) 563-9200
---------------------------
(Issuer's telephone number)
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(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 March
31, 2002 was 48,875,579.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX
PART I. FINANCIAL INFORMATION
1. Financial Statements
Condensed and Consolidated Balance Sheet as of
March 31, 2002 2
Condensed and Consolidated Statements of Operations
for the three months ended March 31, 2001 and 2002 3
Condensed and Consolidated Statement of Shareholders' Deficit
for the three months ended March 31, 2002 4
Condensed and Consolidated Statements of Cash Flows
for the three months ended March 31, 2001 and 2002 5
Notes to Condensed and Consolidated Financial Statements 6
2. Management's Discussion and Analysis or Plan of Operation 10
PART II. OTHER INFORMATION
2. Changes in Securities 11
5. Other Information 11
6. Exhibits and Reports on Form 8-K 12
1
PART I FINANCIAL INFORMATION
ITEM 1 - Financial Statements
DONLAR BIOSYNTREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
MARCH 31, 2002
- --------------------------------------------------------------------------------
ASSETS
Current assets
Cash $ 76,538
Receivables, less allowance for doubtful accounts of $16,997 502,149
Inventories, net 1,512,686
Prepaid expenses 132,250
------------
Total current assets 2,223,623
Property and equipment, net 9,345,040
Other assets 162,811
------------
$ 11,731,474
============
- --------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Current portion of convertible debt $ 1,695,146
Short term notes payable 7,739,357
Accounts payable 1,064,945
Accrued expenses 5,621,408
------------
Total current liabilities 16,120,856
Notes payable 9,000,000
Convertible debt 21,166,226
Shareholders' deficit
Preferred stock, $.0001 par value 197,797
Common stock, $.0001 par value -
Additional paid-in capital 59,763,832
Stock subscriptions receivable (31,987)
Accumulated deficit (94,485,250)
------------
Total shareholders' deficit (34,555,608)
------------
$ 11,731,474
============
The accompanying notes are an integral part of this unaudited condensed
consolidated balance sheet statement.
2
DONLAR BIOSYNTREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31,
- --------------------------------------------------------------------------------
2002 2001
------------ ------------
Revenues $ 877,684 $ 605,773
Cost of revenue 857,987 785,690
Research and Development 136,936 271,331
Selling, general and administrative 774,456 1,664,953
------------ ------------
Total operating expenses 1,769,379 2,721,974
------------ ------------
Loss from operations (891,695) (2,116,201)
Other income (expense)
Interest income 109 8,929
Interest expense (1,367,295) (2,713,375)
Debt conversion expense (289,655) -
Gain on disposal of fixed assets 74,478 -
Other 21,236 -
------------ ------------
Total other expense (1,561,127) (2,704,446)
------------ ------------
Loss before income taxes (2,452,822) (4,820,647)
Provision for income taxes - -
------------ ------------
Net loss before extraordinary item (2,452,822) (4,820,647)
------------ ------------
Extraordinary loss on retirement of debt (1,212,120) -
Net loss (3,664,942) (4,820,647)
============ ============
Per common share:
Basic:
Net loss (0.08) (.11)
Diluted:
Net loss (0.08) (.11)
Weighted average shares of common stock outstanding:
Basic 47,375,579 44,032,833
Diluted 47,375,579 44,032,833
The accompanying notes are an integral part of these unaudited condensed
consolidated statements.
3
DONLAR BIOSYNTREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
THREE MONTHS ENDED MARCH 31, 2002
- --------------------------------------------------------------------------------
Series A Series B
Preferred Preferred Additional
Common Stock stock stock paid-in Stock Deferred Accumulated
Shares Amount Shares Amount Shares Amount capital Subscription Compensation Deficit Total
---------- ------ ------ -------- ------ ------ ----------- ------------ ------------ ------------ ------------
Begin Balance 45,875,579 $ - 39,124 $191,057 449 $6,740 $58,575,407 $(31,987) $(115,208) $(90,820,308) $(32,194,299)
Issuance of
capital stock 3,000,000 - - - - - 898,770 - - - 898,770
Amortization of
Deferred
Compensation - - - - - - - - 115,208 - 115,208
Debt conversion
expenses - - - - - - 289,655 - - - 289,655
Net Loss - - - - - - - - - (3,664,942) (3,664,942)
---------- ----- ------ -------- --- ------ ----------- -------- --------- ------------ ------------
End Balance 48,875,579 $ - 39,124 $191,057 449 $6,740 $59,763,832 $(31,987) $ - $(94,485,250) $(34,555,608)
========== ===== ====== ======== === ====== =========== ========= ========= ============ ============
The accompanying notes are an integral part of this unaudited condensed
consolidated statement.
4
DONLAR BIOSYNTREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31,
- --------------------------------------------------------------------------------
2002 2001
----------- -----------
Cash flows from operating activities
Net loss $(3,664,942) $(4,820,647)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 264,600 386,085
Issuance of Common Stock for services 381,875 621,250
Compensation expense related to options and warrants - (207,820)
Interest expense related to amortization of debt discount 1,680,777 1,802,815
Debt conversion expenses 289,655 -
Gain on disposal of fixed assets (74,478) -
Change in assets and liabilities
Receivables 2,766 (110,662)
Inventories 329,558 173,404
Prepaid expenses and other assets 359 108,342
Accounts payable (433,449) 304,107
Accrued expenses (1,335,658) 287,781
----------- -----------
Net cash used in operating activities (2,558,937) (1,455,345)
Cash flows from investing activities
Proceeds from sale of property and equipment 103,942 3,100
Purchase of property and equipment (71,235) (52,183)
----------- -----------
Net cash used in investing activities 32,707 (49,083)
Cash flows from financing activities
Principal repayments of convertible notes - (135,498)
Proceeds from issuance of convertible notes 3,003,833 -
Principal repayments of notes payable (263,000) -
Proceeds from notes payable 11,000 50,000
Issuance of common stock - 714,593
Proceeds from exercise of stock options and warrants - 4,000
Deferred financing costs (152,811) -
----------- -----------
Net cash provided by financing activities 2,599,022 633,095
----------- -----------
Net (decrease) increase in cash and cash equivalents 72,792 (871,333)
Cash and cash equivalents at beginning of period 3,746 876,434
----------- -----------
Cash and cash equivalents at end of period $ 76,538 $ 5,101
=========== ===========
Supplemental disclosure of cash flow information:
Interest paid $ 7,548 $ 637,962
Income tax paid - -
The accompanying notes are an integral part of these unaudited condensed
consolidated 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 the Annual Report on Form 10-KSB of Donlar Biosyntrex
Corporation (the "Company") for the year ended December 31, 2001.
In management's opinion, the unaudited 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
period presented are not necessarily indicative of the results that may be
expected for the entire year.
The accompanying unaudited condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As of March
31, 2002, the Company had an accumulated deficit of $94,485,250, a shareholders'
deficit of $34,555,608 and has had substantial recurring losses. The
consolidated operations of the Company have not achieved profitability and the
Company has relied upon financing from the sale of its equity securities,
liquidation of assets and debt financing to satisfy its obligations. These
conditions raise substantial doubt about the ability of the Company to continue
as a going concern. The unaudited condensed consolidated financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.
The Company's ability to continue as a going concern is subject to the
attainment of profitable operations or obtaining necessary funding from outside
sources. Management's plan with respect to this uncertainty includes
reorganizing the Company and converting debt to equity, increasing sales of
existing products to attempt to maintain a positive cash flow, evaluating new
products and markets, and minimizing overhead and other costs. However, there
can be no assurance that management will be successful.
EQUITY TRANSACTIONS
In January 2001, the Company's parent, Donlar Corporation ("Donlar"), sold
1,500,000 shares of its common stock to an investor for $714,593. Since November
3, 2000, the financial statements of the Company include the activity of both
the Company and Donlar. Accordingly, for accounting purposes, the issuance of
these shares have been treated as a Company transaction.
In January 2001, the Company entered into an agreement with a media relations
firm. This agreement was for a period of one year. The Company issued the firm a
warrant to
6
purchase 1,250,000 shares of the Company's common stock at an exercise price of
$0.01 per share. This warrant could only be exercised if, in the Company's
discretion, the media relations firm satisfied its obligations under the
agreement. This agreement and the warrant were cancelled in April 2001 when the
Company entered into a new agreement effective January 20, 2001 with the same
media relations firm. The term of the new agreement was one year and the Company
issued 500,000 shares of its common stock to the media relations firm 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 its
common stock which are being held in an escrow account by the media relations
firm until satisfaction of the terms of the agreement. The fair value of these
750,000 shares were recorded as deferred compensation in the amount of $703,125.
This amount was amortized over one year, the life of the agreement, as adjusted
for changes in fair value over the term of the agreement. The Company believes
that the conditions for the release of the 750,000 shares to the media relations
firm from escrow were not satisfied and the Company has requested return of the
shares.
In March 2001, an investment advisor exercised a warrant to purchase 400,000
shares of the Company's common stock for $0.01 a share, pursuant to its August
2000 agreement with the Company.
On March 4, 2002, the Company issued 2,000,000 shares of its common stock to the
same investment advisor in full satisfaction of the Company's obligations to
make cash payments to the investment advisor under an agreement.
On January 29, 2002, the Company issued a total of 1,000,000 shares of its
common stock to two investor relations firms as payment for services rendered
pursuant to agreements with these firms.
DEBT TRANSACTIONS
In the first quarter of 2002, the Company and Donlar began implementing a plan
which is intended to significantly restructure their collective debt and capital
structures in order to eliminate a substantial portion of their debt and to
ultimately result in the merger of the two companies (the "Restructuring Plan").
The Restructuring Plan is scheduled to be completed in July 2002.
As part of the Restructuring Plan, on March 18, 2002, the Company and Donlar
entered into a Bridge and Consolidated Term Loan Agreement with Tennessee
Farmers Life Insurance Company (the "Loan Agreement"). Pursuant to the terms of
the Loan Agreement, the Company and Donlar obtained a bridge loan facility in
the amount of approximately $2.1 million to be used to refinance certain short
term debt, provide working capital, pay certain accounts payable creditors and
pay expenses of the transaction. In addition, the terms of existing loans to
Donlar in the original principal amount of approximately $17.64 million were
restated and made the joint and several obligation of Donlar and the Company in
the total amount of $19.2 million, reflecting the
7
original amount of the loans and accrued, unpaid interest thereon (the "Restated
Loans"). Each of the loans is secured by substantially all of the assets of the
Company and Donlar.
Loans under the bridge loan facility bear interest at a rate of eleven percent
(11%) per annum with one half of such interest payable on a quarterly basis on
the last business day of March, June, September and December and the other half
payable at maturity on March 18, 2003.
The Restated Loans are divided into two loans. The first such loan is in the
principal amount of approximately $10.18 million, bears interest at a rate of
nine percent (9%) per annum until March 18, 2003, at which time such interest is
payable, and thereafter bears interest at eleven percent (11%) per annum payable
on a quarterly basis on the last business day of March, June, September and
December. The principal balance of the loan is payable in equal quarterly
installments of not less than $222,500 commencing on March 31, 2003 and
thereafter on the last business day of March, June, September and December. Any
remaining unpaid principal and interest is payable on March 31, 2007. The second
such loan is in the principal amount of $9.0 million, bears interest at a rate
of one percent (1%) per annum, but neither interest nor principal are payable
until the first to occur of one of certain events described in the Loan
Agreement, the latest of which is March 18, 2005, after which time the interest
that has accrued is payable in full within thirty (30) days and thereafter is
payable quarterly on the last business day of March, June, September and
December together with principal payments of not less than $222,500. Any
remaining unpaid principal and interest is payable on March 31, 2007.
As a condition of the loans and as part of the Restructuring Plan, the Company
and Donlar have agreed to use their best efforts to merge the Company into
Donlar on or before July 7, 2002 (the "Merger"). In the Merger, each share of
the Company's common stock other than shares owned by Donlar will be exchanged
for approximately 0.26 shares of Donlar's common stock. As a result of the
Merger and related transactions described herein, the Company's shareholders
(other than Donlar) will collectively receive approximately 4.04 million shares
of Donlar's common stock representing approximately 19.44% of the shares of
common stock outstanding following the Merger and approximately 4.32% of the
shares of common stock on a fully diluted basis. The shares of the Company's
common stock owned by Donlar will be cancelled. The Merger requires the approval
of a majority of the respective shareholders of the Company and Donlar.
The Company and Donlar also made numerous representations, warranties and
covenants in the Loan Agreement. Among the covenants, the Company and Donlar
agreed to limit their ability to incur additional indebtedness, make any
investments or loans, pay dividends, purchase, redeem or issue capital stock or
sell or encumber assets. In addition, the Company and Donlar agreed to sell or
discontinue the Company's nutritional and nutraceuticals business on or before
March 18, 2003.
There can be no assurance that the Company and Donlar will be able to comply
with the covenants and events of default in the Loan Agreement, some of which
events of default
8
are entirely beyond their respective control. Each of the loans made or restated
pursuant to the Loan Agreement is subject to acceleration and the application of
higher default rates of interest in the event the Company or Donlar defaults in
the payment of principal or interest when due, breaches any covenants contained
in the Loan Agreement that are not remedied within five (5) calendar days or any
other specified event of default occurs.
Each of the loans is convertible at the option of the holder at any time prior
to repayment into common stock of the Company and, subsequent to the Merger,
into common stock of Donlar. Loans made under the bridge loan facility convert
into Donlar's post-Merger common stock at a rate of one share per $0.29 of
outstanding principal amount of the loans. The Restated Loans convert into
Donlar's post-Merger common stock at a rate of one share per $0.68 of
outstanding principal amount of the loans. The conversion rates are subject to
antidilution protection. The holders of the loans have certain registration
rights with respect to the shares issuable upon conversion.
In the first quarter of 2002, Donlar also reached agreements with Willis Stein
and Partners, L.P. and Star Polymers, L.L.C. (collectively the "Willis Stein
Group") to (i) exchange $9.0 million of original principal amount of notes plus
accrued interest for shares of a new series of senior convertible preferred
stock with a stated liquidation value of $9.0 million and convertible into
approximately 13.23 million shares of Donlar's post-Merger common stock and (ii)
exchange all of the equity securities held by the Willis Stein Group in Donlar
for 1.0 million shares of Donlar's post-Merger common stock. The foregoing
exchanges are subject to the satisfaction of certain conditions precedent,
including completion of the Merger. The Willis Stein Group also agreed to vote
its shares of voting stock of Donlar in favor of the Merger.
Donlar also reached agreement in the first quarter of 2002 with Dr. Robert Gale
Martin ("Martin"), a director of Donlar and the Company, to (i) exchange
approximately $9.9 million of original principal amount of notes plus accrued
interest for shares of senior convertible preferred stock in the face amount of
$9.0 million and convertible into approximately 13.23 million shares of Donlar's
post-Merger common stock, (ii) relinquish rights to receive royalty payments
from Donlar or the Company and all of his equity securities in Donlar in
exchange for 5.0 million shares of Donlar's post-Merger common stock and (iii)
surrender for cancellation any warrants to purchase shares of Donlar stock for a
warrant to purchase 3.0 million shares of Donlar's post-Merger common stock at
an exercise price of $0.68 per share. Martin also agreed to vote his shares of
voting stock of Donlar in favor of the Merger.
To further eliminate debt from the Company's balance sheet, Donlar is seeking
the agreement of the holders of approximately $1.9 million of original principal
amount of notes to exchange their notes for shares of senior convertible
preferred stock in the face amount of approximately $1.9 million and convertible
into approximately 2.8 million shares of Donlar's post-Merger common stock. To
date, Donlar has reached agreement with the holders of $1,617,000 of such notes.
9
The bridge loan and the Restated Loans were effective on March 18, 2002 and the
following describes the accounting treatment of the common stock conversion
features in these loans.
In the first quarter of 2002, the Company recorded a debt conversion expense of
$289,655 in connection with the foregoing transactions. This debt conversion
expense was incurred as a result of the exercise price for converting the bridge
loan into common stock of $0.29 per share being below the market price of the
Company's common stock as of the date of the Loan Agreement, which was $0.33 per
share.
The Restated Loans are convertible at a rate of $0.68 per share into post-Merger
common stock of Donlar. The Restated Loans meet the criteria for new debt.
Because there are no induced conversion features associated with the
transaction, no beneficial conversion expense was recorded.
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 obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
Results of Operations
Comparison of the three months ended March 31, 2002 with the three months ended
March 31, 2001.
During the three months ended March 31, 2002, the Company had revenues of
$877,684, compared to $605,773 for the comparable three-month period in 2001.
The increase in revenues was due to growth in sales of the Company's products,
principally in the oil field market.
Cost of revenues was $857,987 for the three months ended March 31, 2002,
compared to $785,690 for the same period in 2001. This increase in cost of
revenues is related to increased sales offset by decreased staff in the
manufacturing area, as well as other cost reductions at the Company's
manufacturing facility in Peru, Illinois.
10
Operating expenses were $1,769,379 for the three-month period ended March 31,
2002, compared to $2,721,979 for the three month period ended March 31, 2001.
This decrease is due to decreased staff, as well as other cost reductions
related to consulting, outside research products, professional fees and travel
expenses.
Interest expense decreased from $2,713,375 for the first three months of 2001 to
$1,367,275 for the first three months of 2002. This decrease was due to a
decrease in the amortization of debt discount.
During the three months ended March 31, 2002, the Company had a net loss of
$3,664,942 compared to a net loss of $4,820,647 for the three months ended March
31, 2001. This decrease in the net loss was attributable primarily to the
decrease in interest expense and increased sales offset by the acceleration of
debt discount amortization related to the debt restructuring.
Liquidity and Capital Resources
Historically, the Company has been unable to finance its operations from cash
flows from operating activities. During the first quarter of 2002, the Company
had a net increase in cash and cash equivalents of $72,792, compared to a net
decrease in cash and cash equivalents in the first quarter of 2001 of $871,333.
The Company intends to carefully control its use of cash for the balance of
2002. As a long-term matter, the Company will require additional financing to
maintain operations.
PART II OTHER INFORMATION
ITEM 2 - Changes in Securities
In February 2002, the Company issued a total of 1,000,000 shares of its common
stock to two investor relations firms as payment for services the two firms have
provided.
On March 4, 2002, the Company issued 2,000,000 shares of its common stock to an
investment advisor in full satisfaction of the Company's obligations to make
cash payments to the investment advisor under an agreement.
ITEM 5 - Other Information
None.
11
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit No. Exhibit Description
----------- -------------------
2.1$$$ Stock Purchase Agreement, dated as of August 7, 2000,
between the Company and Donlar Corporation.
2.2$$$ Asset Purchase Agreement, dated as of August 7, 2000,
between the Company 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
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
12
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
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
4.11%% Bridge and Consolidated Term Loan Agreement, dated
March 18, 2002, among the Company, Donlar and
Tennessee Farmers Life Insurance Company
10.43* Office Lease Agreement
10.77# 1995 Stock Incentive Plan
10.82# Amended 1995 Stock Incentive Plan
13
10.123$$ 1999 Stock Option and Incentive Plan of the Company
effective as of January 1, 1999
10.130@ Capital Contribution, Assignment and Assumption
Agreement
10.131@@ Form of Consulting Agreement with Peter Frugone
10.132@@@ Form of Consulting Agreement with Media Relations
Strategy, Inc.
10.133% Form of 2001 Equity Incentive Plan
10.134%% Form of Employment Agreement dated September 7, 2001,
between the Company and Robert P. Pietrangelo
10.135%% Form of Employment Agreement dated July 1, 1996,
between Donlar and Larry Koskan
- ---------------------------------
# Incorporated by reference to the Company's Annual Report on Form
10-K/A for the fiscal year ended September 30, 1995.
* Incorporated by reference to the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 1994.
** Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993 and the two month period
ended November 30, 1993.
+ Incorporated by reference to the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 1996.
++ Incorporated by reference to the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 1998.
$$ Incorporated by reference to the Company's Registration Statement on
Form S-8 filed on February 2, 2000.
14
$$$ Incorporated by reference to the Company's Current Report on Form 8-K
filed on August 15, 2000.
@ Incorporated by reference to the Company's Current Report on Form 8-K
filed on January 22, 2001.
@@ Incorporated by reference to the Company's Registration Statement on
Form S-8 filed on May 2, 2001.
@@@ Incorporated by reference to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 2001.
% Incorporated by reference to the Company's Proxy Statement filed on
June 20, 2001.
%% Incorporated by reference to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2001.
(b) Reports on Form 8-K.
None.
15
SIGNATURE
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: May 17, 2002 By: /s/ Larry P. Koskan
------------------------------------
Larry P. Koskan, President and
Chief Executive Officer
16