UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Fiscal year ended DECEMBER 31, 2000 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________ to ________.
Commission file Number 0-6333
HYDRON TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
New York 13-1574215
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 Yamato Road, Suite 403, Boca Raton, Florida 33431
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 994-6191
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class)
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 [ ] NO [X]
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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any other
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant was $1,990,554 based upon the closing price of $0.40 on April
25, 2001.
Number of shares of Common Stock outstanding as of April 25, 2001: 4,975,136
Documents Incorporated by Reference: NONE
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial statements required by Item 8 follow Item 14 of this
Report:
Page
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Reports of Independent Certified Public Accountants 34-35
Financial Statements:
Consolidated Balance Sheets, December 31,
2000 and 1999 36
Consolidated Statements of Operations for the
Years ended December 31, 2000, 1999 and 1998 37
Consolidated Statements of Shareholders'
Equity for the Years ended December 31,
2000, 1999 and 1998 38
Consolidated Statements of Cash Flows for the
Years ended December 31, 2000, 1999 and 1998 39
Notes to Consolidated Financial Statements 40-54
All financial schedules are omitted since the required information is not
present, is not in significant amounts sufficient to require submission of the
schedules or because the information required is included in the Consolidated
Financial Statements or notes thereto.
(a)(3) Exhibits
3.1 Restated Certificate of Incorporation of Dento-Med Industries, Inc.
("Dento-Med"), as filed with the Secretary of State of New York on March 4,
1981.(8)
3.2 By-laws of the Company, as amended March 17, 1988.(9)
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(8) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1985.
(9) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1987.
2
3.3 Certificate of Amendment of the Restated Certificate of Incorporation of
Dento-Med, as filed with the Secretary of State of New York on November 14, 1988
(filed as Exhibit 3.2 therein).(10)
3.4 Certificate of Amendment of the Restated Certificate of Incorporation of
Dento-Med, as filed with the Secretary of State of New York on July 30,
1993.(11)
4.0 Non-Qualified Stock Option Plan.(12)
4.1 Incentive Stock Option Plan, as amended January 2, 1987.(9)
4.2 1989 Stock Option Plan(13)
4.10 1993 Nonemployee Director Stock Option Plan.(11)
4.11 Warrant Purchase Agreement dated as of May 31, 1996 between QVC and the
Company, filed as Exhibit 4.1 therein.(14)
10.6 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Harvey Tauman (filed therein as Exhibit 10.8).(10)
10.8 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Frank Fiur (filed therein as Exhibit 10.10).(10)
10.9 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Chaudhury M. Prasad (filed therein as Exhibit 10.11).(10)
10.10 Agreement between Dento-Med and National Patent dated November 30,
1989.(15)
10.11 Indemnification Agreement dated May 9, 1989 between Dento-Med and Samuel
M. Leb, M.D.(13)
10.12 Indemnification Agreement dated May 9, 1989 between Dento-Med and Richard
Tauman.(13)
10.13 Indemnification Agreement dated January 14, 1992 between Dento-Med and
Joseph A. Caccamo, Attorney at Law, P.C.(16)
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(10) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1988.
(11) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1993.
(12) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1986.
(13) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1989.
(14) Incorporated by reference to the Company's report on Form 8-K (date of
event - July 19, 1996).
(15) Incorporated by reference to the Company's report on Form 8-K (date of
event - November 30, 1989).
(16) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1991.
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10.23 License Agreement dated December 6, 1993 between QVC Network, Inc. and the
Company (filed in excised form, as confidential treatment has been granted for
certain portions thereof).(17)
10.24 Amended and Restated Employment Agreement between Dento-Med and Harvey
Tauman dated May 13, 1993.(11)
10.25 Amendment to Amended and Restated Employment Agreement between Dento-Med
and Harvey Tauman dated December 20, 1993.(11)
10.26 Amended and Restated Employment Agreement between Dento-Med and Chaudhury
M. Prasad dated May 13, 1993.(11)
10.27 Indemnification Agreement dated April 22, 1993 between the Company and
Nestor Cardero.(11)
10.28 Indemnification Agreement dated April 22, 1993 between the Company and
Karen Gray.(11)
10.31 Letter Agreement among QDirect, Inc., Hydron Direct, Inc. and DTR
Associates dated January 17, 1995.(18)
10.35 Employment Agreement dated September 16, 1994 between the Company and
Richard Tauman.(19)
10.36 Letter Agreement dated December 22, 1994 among the Company, Roy Reiner and
Chemaid Laboratories, Inc.(19)
10.37 Indemnification Agreement dated February 21, 1995 between the Company and
Thomas G. Burns.(19)
10.38 Lease for 1001 Yamato Road, Suite 403, Boca Raton, Florida between PFRS
Yamato Corp. and the Company dated May 8, 1995.(20)
10.39 First Amendment to Lease for 1001 Yamato Road, Suite 403, Boca Raton,
Florida between PFRS Yamato Corp. and the Company dated September 15, 1995.(20)
10.40 Agreement for use and occupancy of a portion of 5 East Building, 95
Mayhill Street, Saddle Brook, New Jersey, between Chemaid Laboratories, Inc. and
the Company dated February 9, 1996.(20)
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(17) Incorporated by reference to the Company's report on Form 8-K (date of
event - December 6, 1993), as amended by the Form 8, Amendment No. 1 to such
Report.
(18) Incorporated by reference to the Company's report on Form 8-K (date of
event - January 21, 1995).
(19) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1994
(20) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1995.
4
10.41 Depository Agreement between Chemaid Laboratories, Inc. and the Company
dated February 9, 1996.(20)
10.42 Consulting Agreement between Charles Fox Associates, Inc. and the Company
dated February 5, 1996.(20)
10.43 First Amendment to Licensing Agreement dated May 31, 1996 between QVC and
the Company, files as Exhibit 10.1 therein.(14)
10.44 Letter Agreement between QDirect, Inc. and Hydron Direct, Inc. dated May
31, 1996, filed as Exhibit 10.2 therein.(14)
10.45 Lease Agreement between Industrial Office Associates and the Company dated
March 10, 1997.(21)
10.46 Sponsorship Agreement with Pro Player Stadium dated January 1, 1997.(21)
10.48 Executive Suite License Agreement dated March 4, 1997.(21)
10.49 Sponsorship Agreement with Miami Heat Limited Partnership and Sunshine
Network dated December 1996.(21)
10.50 Consulting Agreement between Charles Fox Associates, Inc. and the Company
dated May 20, 1997.(22)
10.51 Personal Appearance Agreement between Mr. Charles Fox and the Company
dated May 20, 1997.(22)
10.52 Second Amendment to Licensing Agreement dated June 11, 1997 between QVC
and the Company.(22)
10.53 Letter Agreement between QVC and the Company dated October 17, 1997.(22)
10.54 Consulting Agreement between Gloria Barton and the Company dated November
1, 1997.(22)
10.55 Service Agreement between Lauren Anderson and the Company dated January 1,
1998.(22)
10.56 Amendment to Employment Agreement between Richard Tauman and the Company
dated August 13, 1998.(23)
10.57 Consulting Agreement between Richard Tauman and the Company dated December
1, 1998.(23)
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(21) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1996.
(22) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1997.
5
10.58 Marketing and Distribution Agreement between Home Shopping Club LP and the
Company dated September 1, 1999.(23)
10.59 Amendment to 1993 Nonemployee Director Stock Option Plan.(24)
10.60 1997 Nonemployee Director Stock Option Plan.(24)
21 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP, Independent Certified Public Accountants.
23.2 Consent of Daszkal Bolton Manela Devlin & Co., Independent Certified Public
Accountants.
(b) Reports on Form 8-K
Current Report on Form 8-K (date of report July 12, 2000), dated June 29, 2000,
reporting items 4 and 7.
Current Report on Form 8-K (date of report May 31, 2000), dated May 31, 2000,
reporting items 4 and 7.
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(23) Incorporated by reference to the Company's report on Form 8-K (date of
report September 14, 1999), dated September 1, 1999.
(24) Incorporated by reference to the Company's Definitive Proxy Statement on
Schedule 14A for the year ended December 31, 1996.
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Report of Independent Certified Public Accountants
The Board of Directors and Shareholders
Hydron Technologies, Inc.
We have audited the accompanying consolidated statements of operations,
shareholders' equity and cash flows for the year ended December 31, 1998 of
Hydron Technologies, Inc. and subsidiaries (The Company). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated statements of operations, shareholders' equity
and cash flows referred to above present fairly, in all material respects, the
consolidated results of Hydron Technologies, Inc. and subsidiaries' operations
and their cash flows for the year ended December 31, 1998, in conformity with
accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
West Palm Beach, Florida
March 5, 1999
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SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HYDRON TECHNOLOGIES, INC.
(Registrant)
By: /s/ RICHARD BANAKUS
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Richard Banakus, Interim President
Date: May 4, 2001
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