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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 1-11097

3CI COMPLETE COMPLIANCE CORPORATION
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (972) 375-0006

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share
(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 requirement for the past 90 days. YES ý    NO o

        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. o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  YES o    NO ý

        The aggregate market value of the voting stock held by non-affiliates of the registrant as reported on the OTC Bulletin Board on March 31, 2003 was $661,732 computed on the basis of the closing sales price on that day. The number of shares of the Company's Common Stock outstanding as of the close of business on January 9, 2004 was 9,739,611.

3CI COMPLETE COMPLIANCE CORPORATION

TABLE OF CONTENTS*
ANNUAL REPORT ON FORM 10-K

*

This Table of Contents is inserted for convenience of reference only and is not a part of this Report as filed.

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        FORWARD-LOOKING STATEMENTS

        "THIS ANNUAL REPORT CONTAINS FORWARD-LOOKING STATEMENTS CONCERNING THE COMPANY'S BUSINESS AND OPERATIONS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, THESE EXPECTATIONS AND THE RELATED STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. THESE RISKS, UNCERTAINTIES AND OTHER FACTORS INCLUDE, BUT ARE NOT LIMITED TO, ADVERSE WEATHER CONDITIONS, FLUCTUATIONS IN CUSTOMER DEMAND, COMPETITIVE ACTIVITY AND PRICING PRESSURE AND GENERAL ECONOMIC CONDITIONS AFFECTING THE BIO-MEDICAL WASTE DISPOSAL INDUSTRY, AS WELL AS OTHER RISKS DETAILED IN THE COMPANY'S FILINGS WITH THE SEC. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATIONS TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN THE COMPANY'S EXPECTATIONS."

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PART I

Restatement

        On December 22, 2003, the independent and disinterested members of the Board of Directors (the "Board") of 3CI Complete Compliance Corporation ("3CI" or the "Company"), relying on an opinion of counsel expert in Delaware corporate law and acting on behalf of the Board, determined that (i) previous declarations of dividends on the Company's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock"), and Series C Preferred Stock, par value $0.01 per share ("Series C Preferred Stock," and together with the Series B Preferred Stock, the "Preferred Stock"), in the aggregate amount of $2,203,717 (collectively, the "Preferred Stock Dividends") were not effective to declare and obligate the Company to pay such dividends, and (ii) the Preferred Stock Dividends cannot now be lawfully declared and paid. As a consequence of these determinations, the Company has reversed the Preferred Stock Dividends entries on the Company's books and records and has restated its financial statements for the years ended September 30, 2000, 2001 and 2002. These restatements reflect as of September 30, 2000, 2001 and 2002, a removal of (a) dividends payable on the Preferred Stock as a current liability on the Company's balance sheets and as an adjustment of net income (loss) applicable to common shareholders on the statements of operations, and (b) the Preferred Stock Dividends as a line item on the Company's statements of shareholders' equity and statements of cash flows.

        The Preferred Stock Dividends were payable to Waste Systems, Inc. ("WSI"), a wholly-owned subsidiary of Stericycle, Inc. ("Stericycle") and the Company's majority stockholder. WSI, Stericycle and the four members of the Board who are affiliates of WSI and Stericycle have advised the Company that they believe the Company remains obligated to pay the Preferred Stock Dividends as previously declared in the Board resolutions and as previously recorded on the Company's books. If WSI, Stericycle and their affiliates' position is correct, the Preferred Stock Dividends would be paid by the Company in cash from funds legally available for the payment of dividends as and when the Board may direct by further resolution. Accordingly, the Company has determined the full amount of the Preferred Stock Dividends to be a contingent liability. See Item 6. Selected Financial Data, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview, Item 13. Certain Relationships and Related Transactions—Preferred Stock Dividends, and Notes 11, 12 and 15 to the audited financial statements herein.

Item 1. Business

Company Overview

        The Company is one of the largest and most established regional medical waste management service providers in North America. The Company's primary medical waste management service includes, but is not limed to, regulatory compliant containment, onsite collection, transportation and documentation of the disposal of regulated medical waste as defined by federal, state and local rules, regulations and guidelines. The Company utilizes a state-of-the-art bar-code identification and tracking system for all containers of regulated medical waste.

        Since December 2001, the Company no longer treats or disposes of regulated medical waste; instead it collects and transports regulated medical waste to third-party facilities for treatment, processing and disposal. The Company contracts for waste treatment and disposal at fixed costs in order to allow for greater flexibility in the competitive pricing of the Company's services, which the Company believes directly benefits its customers. The Company also provides full-service, efficient and cost-effective regulated medical waste managment programs, which the Company believes meet or exceed the needs of its customers.

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        The Company provides services in Alabama, Arkansas, Georgia, Florida, Louisiana, Mississippi, Oklahoma, Tennessee and Texas. These states are serviced from eight customer service centers in Dallas, Texas, Houston, Texas, Schertz, Texas (Austin/San Antonio), New Orleans, Louisiana, Birmingham, Alabama, Jackson, Mississippi, Springhill, Louisiana and Bismark, Arkansas. The Company currently provides services to approximately 8,500 customers. The Company's customer base consists of two basic categories: (i) medical centers, major hospitals, major teaching institutions involved in medicine and research and major medical complexes and (ii) smaller healthcare providers and medical-related businesses such as physician and dental offices, nursing and convalescent homes and veterinarians.

        The Company's principal offices are located at 1517 W. North Carrier Parkway, #104, Grand Prairie, Texas 75050 and its telephone number is (972) 375-0006. The Company was incorporated in Delaware on August 26, 1991.

Industry Overview

        The regulated medical waste industry emanated with the Medical Waste Tracking Act of 1988 ("MWTA"), which Congress enacted in response to media attention after medical waste washed ashore on beaches, most notoriously in New York and New Jersey. Since the 1980s, government regulation has increasingly required the proper handling and disposal of regulated medical waste generated by the health care industry. According to industry estimates, the market for medical waste management services in the United States alone is approximately $3 billion per year.

        Regulated medical waste is generally considered any medical waste that can cause an infectious disease, including: pathological wastes, such as tissues, organs and body parts; cultures and stocks of infectious agents; blood and the products or components of blood; sharp-edged medical waste, or "sharps," such as needles, syringes, razors, pipettes, scissors and scalpels; single-use disposable items, including some sharps, gloves and other medical supplies; pharmaceutical wastes; and various other biological wastes and discarded materials contaminated with or exposed to blood, excretion and secretions from human beings or animals.

        The growth of the medical waste industry is driven by several factors, including the following:

        Pressure to Reduce Health Care Costs.    The health care industry is under constant pressure to reduce costs and improve efficiency. To accomplish this reduction, it uses outside contractors to perform some services, such as medical waste management. The Company believes that its medical waste management services help health care providers reduce costs by reducing their medical waste tracking, handling and compliance costs, reducing their potential liability related to employee exposure to blood-borne pathogens and other infectious material and reducing the amount of money invested in on-site treatment of medical waste.

        Shift to Off-Site Treatment.    The Company believes that managed care and other health care cost-containment pressures are causing patient care to continue to shift from institutional higher-cost acute-care settings to less expensive, smaller, off-site treatment alternatives. Many common diseases and conditions are now being treated in smaller non-institutional settings. The Company believes that these non-institutional, alternate-site health care expenditures will continue to grow as cost-cutting pressures increase. Unlike some larger hospitals, most of these smaller facilities do not treat their medical waste on their premises and instead must out-source the collection and treatment of regulated medical waste to third parties like the Company.

        Aging of the U.S. Population.    According to industry statistics, the "baby boom" generation (births between 1946 and 1964) constitutes approximately 30% of the United States population. The relative size of this generation will continue to result in an increase in the average age of the population, while falling mortality rates ensure that the average person will live longer. As people age, they typically

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require more medical attention and a wider variety of tests and procedures. In addition, as technology improves, more tests and procedures will become available. All of these factors lead to increased generation of regulated medical waste.

        Environmental and Safety Regulation.    The Company believes that many businesses, which are not currently using outsourced medical waste management services, are not acutely aware of all of the requirements regarding the handling of regulated medical waste, including the need for proper training of employees and the Occupational Safety and Health Administration ("OSHA") regulations regarding medical waste. These businesses include, but are not limited to, manufacturing facilities, schools, restaurants, casinos, hotels and generally all businesses where employees may come into contact with blood-borne pathogens.

        The medical waste management industry is subject to extensive regulation beyond the MWTA. Federal, state and local agencies all generally have some regulation requirements for the medical waste industry. These regulations have increased the costs of operating medical waste incinerators and have resulted in significant closures of on-site treatment facilities, thereby increasing the demand for off-site treatment services. In addition, OSHA has adopted regulations concerning employee exposure to blood-borne pathogens and other potentially infectious materials that require, among other things, special procedures for the handling and disposal of regulated medical waste and annual training of all personnel who may be exposed to blood and other body fluids. These regulations have fueled the expansion of the Company's services to include OSHA compliance services for health care providers.

Governmental Regulation

        Most aspects of the Company's business are subject to extensive and frequently changing federal, state and local laws and regulations. This framework imposes compliance burdens and risks on the Company, including requirements to obtain and maintain government permits. These permits grant the Company the authority, among other things, to transport medical waste within and between jurisdictions and to operate regulated waste transfer facilities. These permits must be periodically renewed and are subject to modification or revocation by various regulatory authorities. The Company believes that it is currently in compliance in all material respects with its permits and applicable laws and regulations. However, failure to comply with any significant government regulation could have a material adverse affect on the Company's business. Further, new regulations are frequently promulgated, and the expenses associated with complying with any such new regulations could have a material adverse effect on the Company's business. The Company's management is not aware of any pending regulations in the jurisdictions in which the Company does business which would have a material adverse effect on its operations.

        The collection, transportation, processing and disposal of medical waste are governed by numerous federal, state and local agencies under laws and ordinances relating to the definition, generation, segregation, handling and packaging of regulated medical waste. In addition, there are various laws and ordinances regulating the placement, construction and operations of facilities, occupational training and safety and air and water quality.

        Federal Regulation.    There are at least five federal agencies that have the authority to regulate the handling of regulated medical waste: the Environmental Protection Agency ("EPA"), OSHA, the Department of Transportation ("DOT"), the Interstate Commerce Commission and the Food and Drug Administration ("FDA").

        Medical Waste Tracking Act of 1988.    In the late 1980s, the EPA outlined a two-year demonstration program pursuant to MWTA. The MWTA was adopted in response to health and environmental concerns over infectious medical waste after medical waste washed ashore on beaches, particularly in New York and New Jersey, during the summer of 1988. Public safety concerns grew following media

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reports of careless management of medical waste. The MWTA was intended to be the first step in addressing these problems. The primary objective of the MWTA was to ensure that regulated medical wastes generated in a covered state and which posed environmental problems, including an unsightly appearance, were delivered to disposal or treatment facilities with minimum exposure to the public and waste management workers. The MWTA's tracking requirements included accounting for all waste transported and imposed civil and criminal sanctions for violations.

        In regulations implementing the MWTA, the EPA defined regulated medical waste and established guidelines for its segregation, handling, containment, labeling and transport. The MWTA demonstration program expired in 1991, but the MWTA established a model followed by many states in developing their specific medical waste regulatory frameworks.

        Occupational Safety and Health Act of 1970.    The Occupational Safety and Health Act of 1970 authorizes OSHA to issue occupational health and safety standards, including requirements related to the management of infectious medical waste. OSHA regulations require employers to provide a place of employment free from recognized and preventable hazards likely to cause serious physical harm to employees. Related regulations under OSHA require employers to give notice to employees regarding the presence of hazardous chemicals, such as those that could be present in infectious medical waste, and to train employees in the use of such substances.

        OSHA regulations contain additional rules concerning exposure to blood-borne pathogens, which increase the cost of providing medical waste management services. These rules impose, among other things, engineering and work practice controls, use of personal protective clothing and equipment, training, medical surveillance, labeling and record-keeping requirements with respect to occupational exposure to blood and other potentially infectious materials.

        Resource Conservation and Recovery Act of 1976 ("RCRA").    RCRA establishes regulatory standards administered by the EPA covering the generation, storage, transportation, treatment and disposal of hazardous waste. RCRA contains extensive regulatory requirements related to reporting to the EPA, record keeping, labeling, the use of containers, the furnishing of information to persons handling hazardous waste and the tracking of hazardous waste from the point of generation to the point of disposal, including through transportation manifests.

        Waste is not considered hazardous unless it contains certain qualities or concentration levels, meets specified descriptions or exhibits specific hazardous characteristics. The EPA has not listed most types of medical waste and infectious medical waste as hazardous waste, nor has the EPA designated infectiousness as one of the characteristics of a hazardous waste. Thus, the handling of infectious medical waste is not currently subject to RCRA, although the EPA has issued informal guidance outlining practical approaches to infectious waste management.

        The Company's service agreements with waste generators require such customers to exclude various forms of hazardous and radioactive materials from the waste that they provide to the Company for disposal.

        DOT Regulations.    The Company's medical waste transportation activities are subject to federal regulation by the DOT pursuant to the Hazardous Waste Materials Transportation Act of 1994. The DOT regulations contain packaging and labeling requirements imposed on different waste categories depending on the perceived hazards of each category. The regulations impose the most stringent requirements on packages containing over four liters gross volume of "etiologic agents," which are defined as "viable microorganism(s) or (their) toxin(s), which cause or may cause human disease," and are limited to certain agents listed in the Hazardous Materials Regulations. These standards are intended to prevent the release of such agents into the environment. The DOT requirements are intended to supplement etiologic waste regulations promulgated by the Public Health Service of the U.S. Department of Health and Human Services.

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        A significant portion of the waste handled by the Company is "regulated medical waste," as defined in the DOT regulations, which includes cultures and stocks, pathological waste, human blood and any blood products, sharps, animal waste and isolation waste. Packages containing these wastes must be rigid, leak-resistant, impervious to moisture, of sufficient strength to prevent tearing or bursting while under normal conditions of use and handling, sealed to prevent leakage during transport, puncture-resistant and tightly sealed for fluids in quantities greater than 20 cubic centimeters. The DOT regulations also prescribe labeling standards for all infectious and regulated waste and testing protocols for manufacturers and suppliers of packaging.

        In addition, the Company may be subject to regulation by the Interstate Commerce Commission pursuant to a number of other statutes and regulations, some of which specifically pertain to the transport of medical waste and which address, among other things, vehicle operating procedures and the training of persons to operate commercial vehicles.

        The Company's drivers are trained in the appropriate handling and transport of regulated hazardous materials, medical waste and infectious substances. Employees are qualified to deal with emergency spills and releases of materials, and the Company has a written contingency plan for these events. The Company's vehicles are outfitted with spill control equipment, and the drivers are trained in its use.

        Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA").    CERCLA established a regulatory and remedial program to provide for the investigation and cleanup of facilities that have released or threaten to release hazardous substances into the environment. CERCLA and state laws similar to it may impose strict, joint and several liability on the current and former owners and operators of facilities from which releases of hazardous substances have occurred and on the generators and transporters of the hazardous substances that come to be located at these facilities. Responsible parties may be liable for substantial site investigation and cleanup costs and natural resource damages, regardless of whether they exercised due care and complied with applicable laws and regulations. If the Company were found to be a responsible party for a particular site, the Company could be required to pay the entire cost of the site investigation and cleanup, even though other parties also may be liable. This result could occur if the Company was unable to identify other responsible parties, or if those parties were financially unable to contribute money to the cleanup.

        Federal Food, Drug and Cosmetic Act.    The Company is subject to regulation by the FDA and the corresponding agencies of the states in which the Company sells its products. Such regulation, among other things, relates to the testing, marketing, export and manufacture of medical devices. The FDA considers sharps containers used by the Company to transport and dispose of sharps to be "medical devices," as defined under the Federal Food, Drug and Cosmetic Act, and as such, the Company and its facilities are subject to inspection by the FDA on a regular basis to determine compliance with applicable federal requirements.

        State and Local Regulation.    The states in which the Company operates generally have their own regulations governing the storage, treatment, labeling, transport and disposal of regulated medical waste. Although there are differences among state laws and regulations, many states have followed the medical waste model under the MWTA and have implemented programs under RCRA. State agencies involved in regulating the medical waste industry are frequently the departments of health and environmental protection agencies. In addition, many local governments have ordinances, local laws and regulations, such as zoning and health regulations, that affect the Company's operations.

        States usually regulate medical waste as a solid or "special" waste and not as a hazardous waste under RCRA. State definitions of regulated medical waste include microbiological waste (cultures and stocks of infectious agents), pathology waste (human body parts from surgical procedures and autopsies), blood and blood products and sharps. Most states require segregation of different types of

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medical waste at hospitals or other locations where they were created. A majority of states require that the universal biohazard symbol or a similar label appear on medical waste containers. Storage regulations may apply to the party generating the waste, the treatment facility, the transport vehicle or all three. Storage rules seek to identify and secure the storage area for public safety as well as set standards for the manner and length of storage. Many states require employee training for safe environmental cleanup through emergency spill and decontamination plans and require that transporters carry spill equipment in their vehicles.

        The Company maintains numerous state and local governmental permits and licenses to conduct its business. These permits vary from state to state based upon the Company's activities within that state and on applicable state and local laws and regulations and include transport permits for solid waste and regulated medical waste; permits to construct and operate transfer stations; and various business operator licenses. Several states in which the Company currently operates require waste transportation permits. Some states require permits only if waste is picked up in that state, while others require permits to transport waste through the state. These permits generally require driver safety and training and proper waste packaging, labeling and tracking. The Company currently holds all necessary hauling permits in each state in which it conducts operations. There can be no assurance, however, that any of the Company's current permits will be renewed, or that if the Company is able to identify and secure waste processing facilities or additional transfer stations, all necessary permits will be obtained or that if such permits are granted that they will be granted in a timely manner or under conditions that will be acceptable to the Company.

        Companies in the medical waste disposal industry often face resistance to their permit applications from local and regional organizations, citizens groups and residents because of the nature of waste and the perceived threat to the environment and public health caused by waste transportation and processing. It is often necessary for the Company to conduct a public relations campaign, with an emphasis on education, to overcome local opposition, which is often highly political and emotional. Once granted, permits are often subject to continuing review and may be challenged either in court or otherwise even after construction or operations have commenced. Accordingly, the Company's operations could be subject to suspension or termination even after substantial funds have been expended in reliance upon state or local regulatory approvals.

        If the Company were to construct any new waste transfer facilities in the future, the Company would be required to first obtain a construction permit. Once a facility is constructed, the state may issue public notice of its intent to issue an operating permit and may provide an opportunity for public opposition or other action that could impede the Company's ability to construct or operate a planned facility.

Services and Operations

        The Company collects regulated medical waste from medical waste generators, including hospitals, clinics, medical and dental offices, veterinarians, laboratories, mortuaries and retirement homes, and transports such waste to third-party facilities for disposal. In addition to regulated medical waste collection and transportation, the Company provides programs to assist customers to promote the safe handling of medical waste and to comply with federal and state requirements applicable to their operations.

        The Company currently owns or leases seven facilities, five of which are transfer stations, which are temporary storage facilities used in connection with the transport of regulated medical waste, and all of which are sales and transportation facilities that are used to house regional sales personnel and to maintain and service waste transportation vehicles. Since the closure by the Company of its waste treatment facilities in Birmingham, Alabama and Springhill, Louisiana in December 2001, the Company no longer owns or leases any waste disposal or treatment facilities, such as incinerators and autoclaves.

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Following such closures, the Company has contracted with Stericycle, which also owns all of the capital stock of WSI, the Company's majority stockholder, to provide treatment and disposal services for the regulated medical waste that it collects and transports from its customers. The Company's management decided to completely outsource waste treatment services in order to minimize overall treatment and disposal costs and to avoid significant capital costs associated with upgrading and maintaining these facilities to comply with more restrictive EPA requirements.

        The Company believes that to remain competitive in the regulated medical waste industry it is critical to provide customers with a total program for their regulated medical waste compliance problems. In addition to collection and transportation, the Company also provides a variety of waste management services, including training of customer employees on the handling of regulated medical waste, educating customers on the latest governmental regulations, providing containers for disposal and documenting and tracking medical waste from pickup to ultimate disposal. In addition, the Company offers training and consulting services to its health care customers to assist them in reducing the amount of regulated medical waste they generate and to improve safety and OSHA regulatory compliance in their workplace.

        Collection.    The Company contracts with customers that generate regulated medical waste to collect their regulated medical waste on a regular schedule pursuant to a negotiated fee structure. Schedules for pickup can vary from several times per week to once a month, depending on the volume of waste produced by a customer. Each waste customer is responsible for packing its waste in containers provided to it by the Company. The containers are placed at designated collection areas on the customer's premises, and the Company sends its truck to pick up the waste. If a waste generator has sufficient volume, the Company places a trailer or bulk reusable storage container(s) at the premises, which the Company picks up for ultimate disposal at a waste treatment facility.

        The Company's policy is to accept regulated medical waste from customers only if it is packaged in containers provided or approved by the Company. The Company furnishes its customers with multiple containers, including reusable plastic carts, plastic reusable containers and rigid cardboard containers for disposal of medical waste. In order to comply with state and federal regulations, these containers contain the universal biohazard symbol to draw attention to their contents and are lined with specialized plastic bags and sealed to minimize potential contact with health care workers and medical waste handlers.

        The Company believes that its emphasis on proper containerization results in safer regulated medical waste disposal and minimizes potential hazards or liabilities to the Company and its customers. Each container is specifically designed for the type of waste it will hold and meets or exceeds governmental specifications as to construction and strength. The rigid reusable plastic containers furnished by the Company to its customers are designed to contain certain types of regulated medical waste, such as hypodermic needles, scalpels and other sharps. The use of these plastic containers has the potential to lower costs to the Company, since they can be reused and are generally larger than disposable boxes and can therefore hold greater volumes of waste. They are also designed to maximize the loads that will fit within the cargo compartments of standard trucks and trailers.

        Transportation.    An important element of the Company's business strategy is to maximize the efficiency with which it collects and transports regulated medical waste. The Company operates a specially equipped fleet of trucks, tractors and trailers (dry and refrigerated) to provide strict control of transportation services for the acceptance and transportation of containerized regulated medical waste. These vehicles collect reusable containers or corrugated boxes of regulated medical waste from customers at intervals depending upon customer requirements, terms of service and volume of regulated medical waste produced. The waste is then transported directly to a treatment facility or to one of the Company's transfer stations where the shipment is consolidated with other medical waste containers and transported to a treatment facility. The Company attempts to maximize the number of

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stops by such vehicles on each route and uses a tracking system for these collection vehicles that helps to improve efficiency.

        Drivers are trained in DOT procedures for the transportation of regulated medical waste, and the Company has in place contingency plans to respond immediately to any type of spill, leakage or other emergency that may occur during transportation and provides emergency services to customers upon request.

        Transfer Stations.    The use of transfer stations is an important component of the Company's collection and transportation operations. The transfer of regulated medical waste, generally from a small local pickup vehicle to a large transport trailer, is necessary to consolidate and transport waste in an economical fashion to regional processing centers. Smaller loads of waste containers are temporarily held at the transfer stations until they can be consolidated into full truckloads and transported to a treatment facility.

        The Company currently operates five transfer stations in Fresno, Texas, Jackson, Mississippi, Bismark, Arkansas, Springhill, Louisiana and Birmingham, Alabama. Each transfer station is licensed, as appropriate, by state, county and municipal governmental authorities. After receiving local approvals, such as necessary zoning or special use permits, application may be made to the appropriate state solid waste authority for an operating license. Most states permit such transfer operations under their solid waste regulatory authority or their department of health.

        Documentation and Reporting.    In accordance with law, the Company provides complete documentation to its customers for all regulated medical waste that it collects. The bar code label affixed to each of the Company's medical waste containers is used in conjunction with computers, laser scanners and digital scales to document the handling, treatment, disposal and weighing of the customer's regulated medical waste stream. Bar coded containers allow proper documentation and tracking of waste and comply with applicable regulations concerning packaging and labeling of regulated medical waste.

        The Company provides its customers on a regular basis with medical waste destruction reports documenting the acceptance, transportation, treatment and third-party verification of medical waste disposal. The Company's detailed documentation provides information on all waste it accepts, including the individual container bar code number, point of origin, date and time of pickup, date and time of treatment, weight at the time of treatment and a certificate of destruction. The Company believes that this documentation system meets all applicable local, state and federal regulations regarding packaging, labeling and proof of disposal of waste materials. Such documentation is sometimes used by customers to show compliance with these regulations.

        Disposal.    The two most common methods of treating regulated medical waste are incineration and steam sterilization, or autoclaving. Alternate methods include chemical disinfection, microwave and numerous other specialized and experimental techniques. Incineration burns medical waste at high temperatures and reduces the waste to ash and metal. Incineration has the advantage of significantly reducing the volume of waste, though it has come under increasing scrutiny by environmentalists and regulators due to emissions generated during processing. As a result, the cost of developing incineration facilities or to upgrade existing facilities to meet regulatory standards is significant. Autoclaving treats regulated medical waste with steam at high temperature and pressure to kill pathogens. Since autoclaving alone does not change the appearance of waste and some landfills may not accept recognizable medical waste, autoclaving is often combined with shredding or grinding to render medical waste unrecognizable.

        Upon arrival at a treatment facility, containers or boxes of regulated medical waste are typically scanned to verify that they do not contain any unacceptable substances like radioactive material. Any container or box that is discovered to contain unacceptable waste is returned to the customer. After

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inspection, the regulated medical waste is treated through incineration, autoclaving or some other accepted method. Once treated, the resulting waste or incinerator ash is transported for resource recovery, recycling or disposal in a landfill operated by parties unaffiliated with the Company. If plastic containers have been used to hold the waste, such containers are washed, sanitized and returned to customers for reuse.

        The Company utilizes permitted treatment facilities, including incinerators and autoclaves, throughout its operating territory, though it no longer owns or leases any of these facilities. The Company formerly operated two incinerators and a Chem-clave™ unit in Springhill, Louisiana. In December 2001, the Company's management decided to permanently idle these facilities in order to avoid significant capital costs to upgrade and maintain the equipment to comply with more restrictive EPA requirements and to reduce overall treatment costs. The Company also holds a treatment permit at a leased location in Birmingham, Alabama where the Company formerly operated an incinerator and a microwave unit, although these facilities were also idled in December 2001. The Company intends to maintain treatment permits at these existing locations, including (i) air quality permits relating to emissions; (ii) solid waste permits relating to storage, receipt and treatment of medical waste, the storage and disposal of residues from the treatment facilities and ancillary air pollution control equipment relative to incinerators; (iii) waste-water discharge permits; (iv) storm water discharge permits; (v) site permits, such as zoning or special use permits; (vi) building permits; and (vii) occupancy permits. The Company believes that these permits are transferable in the event that the Company sells these facilities to a third party in the future. Air quality permits and site permits, and in some cases solid waste permits, can be difficult to obtain, and may take a year or longer to be issued.

        In December 2001, the Company determined that it would be more cost-effective for the Company to outsource, than to internally perform, the treatment and disposal services of the regulated medical waste that the Company collects from its customers. Thereafter, the Company contracted with Stericycle to provide such treatment and disposal services, though the Company independently tracks and records the movement of its customers' regulated medical waste through all phases of handling and treatment in compliance with governmental regulations. The Company selected Stericycle to provide its treatment and disposal services because of Stericycle's fee structure and because of the number and location of Stericycle's treatment and disposal facilities.

        Although Stericycle currently treats and disposes of all of the regulated medical waste that the Company collects, the Company believes there is ample treatment and disposal capacity with other third-party entities in the areas in which the Company does business. Further, the Company believes that if for any reason the Company or Stericycle chose not to continue to have Stericycle perform the Company's treatment and disposal services, the Company could contract with other vendors for these services on substantially the same terms and conditions that it now has with Stericycle. However, there can be no assurance that agreements for these services with other third-party providers could be entered into quickly or at as low a cost as the Company currently experiences, and any substantial delay or cost increase with new third-party providers could have a material adverse effect on the Company's operations and financial condition. The Company continually monitors the costs and benefits of (i) its contractual relationship with Stericycle for treatment and disposal services, and (ii) outsourcing its customers' treatment and disposal services versus internally performing those services. See Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview and Part III, Item 13, Certain Relationships and Related Party Transactions.

        Safety Training and Consultation.    Health care personnel have become increasingly sensitive to the risk of contracting diseases such as AIDS and hepatitis through accidental contact with infected patient blood. In addition, patients are increasingly demanding that practitioners demonstrate continual vigilance against such risks. OSHA regulations require annual training of all personnel who potentially come in contact with blood-borne pathogens and documentation of procedures, clean-up plans and training of such personnel. The Company has developed programs to train employees of customers in

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the proper methods of handling, segregating and containerizing regulated medical waste to reduce potential exposure to employees. The Company instructs health care workers in the proper methods of handling, recording and documenting their regulated medical waste stream to comply with local, state and federal regulations. It also trains the customer's staff in the handling of disposable and/or reusable sharps containers. The Company will, on request, review a customer's internal waste collection and control system or assist the customer in developing an internal system to provide for the efficient management of regulated medical waste within the customer's facility from its creation to the point of its acceptance by the Company. Safety training and related services are not presently a significant portion of the Company's revenues.

        Employees.    As of December 1, 2003, the Company had approximately 89 full-time and three part-time employees. Three of the Company's employees are employed in executive and administrative capacities, and the remaining are in transportation operations, sales positions and administrative and clerical capacities. None of the Company's employees are subject to collective bargaining agreements. The Company considers its employee relations to be good.

Customers

        The Company's customer base is diverse, with about 8,500 accounts in Texas, Louisiana, Mississippi, Alabama, Arkansas, Florida, Georgia, Oklahoma and Tennessee, including approximately 6,500 small medical waste generators, such as outpatient clinics, physician and dental offices, veterinarians, mortuaries and retirement homes, and approximately 2,000 large medical waste generators, such as hospitals, regional medical centers, pharmaceutical facilities and medical testing laboratories.

        The Company has entered into long-term contracts with substantially all of its customers. Although the Company has a standard form of agreement, the terms of service agreements may vary depending upon the customer's service requirements, the volume of regulated medical waste generated and, in some jurisdictions, requirements imposed by statute or regulation. Service agreements typically include provisions concerning the frequency of collection, pricing, documentation for tracking purposes and the types of waste that will be accepted by the Company. Each agreement also specifies the customer's obligation to pack its medical waste in approved containers. Service agreements are generally for a period of five years, with automatic term renewals at the end of the initial term. The Company may set the prices charged to customers based on the number of containers collected, the weight of the medical waste collected, the number of collection stops made on the customer's route, the products and compliance services provided and other factors. Many payment options are available, including flat monthly, quarterly or annual charges.

        The Company is not dependent upon a single customer or a few customers, and no single customer accounted for over 1% of the Company's revenues during the years ended September 30, 2001, 2002 and 2003. The Company's management does not believe that the loss of any single customer would have a material adverse effect on the Company's business, financial condition or results of operations.

Sales and Marketing

        The Company divides its market into two categories within each geographic region that it serves: the hospital market and the professional market. The hospital market consists principally of medical centers, major hospitals, major teaching institutions involved in medicine and research and major medical complexes. The professional market consists primarily of physician and dental offices, laboratories, nursing and convalescent homes, veterinarians and mortuaries. The Company's management believes that more stringent federal regulations affecting medical waste will enable the Company to improve its marketing efforts to large medical waste generators because the additional

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costs that they will incur to comply with these regulations will make the costs of the Company's services more attractive, relative to their use of their own incinerators. In addition, the trend toward consolidation of hospitals, medical clinics and physicians' offices into managed health care networks may provide companies with existing medical facility contracts, such as the Company, an advantage in securing contracts with newly affiliated network members.

        The Company uses a multi-part strategy to increase its presence and customer base in a particular geographical market. Company representatives meet personally with a prospective customer to describe the Company's services and to negotiate a services agreement that reflects the prospective customer's service needs. The Company also utilizes an aggressive customer service program to produce new customer leads as well as to ensure continued customer satisfaction and loyalty. The Company continues to seek endorsements or referral relationships with hospitals and professional associations in its market areas in order to achieve a mix of both hospital and professional accounts.

        The Company also markets its services by producing publications and information related to customer compliance with applicable governmental regulations. The Company produces and distributes to its customers an OSHA compliance manual to assist them in complying with various OSHA regulations. The Company also provides a quarterly newsletter to update customers on developments related to federal regulations applicable to medical waste management and to address issues that may effect their facilities.

Competition

        The market for regulated medical waste collection and processing services is highly competitive and requires substantial labor and capital resources. The Company experiences intense competition from national, regional and local waste collection companies as well as national, regional and local companies providing integrated medical waste services such as disposal and treatment. These companies compete directly with the Company for business from medical waste generators located in the Company's regional markets. The Company also faces competition from large waste generators, such as hospitals and regional medical centers, who choose to manage their waste internally rather than using the services of a third party, such as the Company. Those generators typically purchase disposable containers from one of several manufacturers, use their own personnel to collect and replace containers when full and dispose of the containers and waste with on-site incinerators or other equipment. In addition, the Company competes with businesses and other organizations that are attempting to market and sell alternate treatment technologies or products designed to reduce or eliminate the generation of medical waste, such as reusable or degradable medical products. Stericycle, which is currently the largest medical waste management company in North America, also operates in the Company's operating markets and directly competes with the Company for business. See Part III, Item 13, Certain Relationships and Related Transactions.

        The Company competes for service agreements primarily based on cost-effectiveness, the range of services provided, the quality of service and geographic location. The Company also competes by demonstrating to potential customers that the Company can more effectively reduce their potential liability under applicable governmental regulations. The Company's ability to obtain new service agreements may be limited by the fact that a potential customer's current waste services provider may have an excellent service history or a long-term service contract or may offer to the potential customer lower prices than those offered by the Company.

Potential Liability and Insurance

        The regulated medical waste disposal industry involves potentially significant risks of statutory, contractual, tort and common law liability. Potential liability claims could involve, for example, cleanup

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costs, personal injury, environmental damage, employee claims, property damage, alleged negligence or professional errors or omissions in the planning or performance of work.

        The Company carries a range of insurance coverage, including a comprehensive general liability policy with a combined single limit for bodily injury and property damage and an excess umbrella liability policy. See Part III, Item 13, Certain Relationships and Related Transactions. The Company also carries transportation liability insurance coverage, which includes coverage for environmental damage caused by waste spillage or other forms of pollution occurring during waste transport. The Company's management believes that the types of insurance that the Company carries and the amounts of coverage are sufficient to meet regulatory and customer requirements and to protect the Company's employees, assets and operations. However, there can be no assurance that the Company's insurance will be adequate under all circumstances or that the Company will be able to maintain its current insurance at existing levels and prices. The Company could potentially be subject to claims under CERCLA or similar state laws resulting in substantial liability for which the Company is uninsured and which could have a material adverse effect on its business.

Recent Acquisition

        The Company continues to assess possible acquisitions of other companies or assets to increase its service offerings and its customer base. On June 10, 2003, the Company purchased certain customer contracts and the trade name of PMT USA, Inc., d.b.a. Air & Sea Environmental ("Air & Sea"), a medical waste management services company located in Houston, Texas, for a purchase price of $504,300 in cash. This acquisition expanded the Company's customer base in the Houston metropolitan area.

        From time to time in the future, the Company may pursue selected acquisitions that either expand or complement its business in new or existing markets. There can be no assurance that the Company will be able to identify and to acquire acceptable acquisition candidates on terms favorable to the Company and in a timely manner. The failure to complete or successfully integrate prospective acquisitions may have an adverse impact on the Company's business. The Company is not currently a party to any oral or written acquisition agreement or engaged in any negotiations with respect to any material acquisition candidate.

Item 2. Properties

        The Company's principal executive offices, located in Grand Prairie, Texas, occupy approximately 3,200 square feet of office space under a lease expiring on December 31, 2005, under which the Company paid approximately $39,497 during the year ended September 30, 2003. The Company

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relocated its principal executive offices from Shreveport, Louisiana to Grand Prairie, Texas in June 2002. The Company also leases or owns the following facilities:

        The Company believes that its facilities are adequate for its current and foreseeable needs.

Item 3. Legal Proceedings

Dispute with WSI and Stericycle as to the Conversion Rate for the Preferred Stock

        Pursuant to the terms and conditions of the respective certificates of designations governing the Series B Preferred Stock and the Series C Preferred Stock, all issued and outstanding shares of Preferred Stock automatically converted into shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), on April 6, 2003. Prior to April 6, 2003, WSI and Stericycle asserted that the conversion rate of the Preferred Stock is such that each share of Preferred Stock is convertible into that number of shares of Common Stock determined by dividing $7,000,000 (with respect to the Series B Preferred Stock) or $750,000 (with respect to the Series C Preferred Stock) by the market value of the Common Stock on the date of conversion. On April 6, 2003, the per share closing price of the Common Stock was $0.21. Accordingly, the Company would have issued 36,904,761 shares of Common Stock upon conversion of the Preferred Stock under this interpretation, which would have increased WSI's ownership percentage to 91.2% of the outstanding shares of Common Stock and the combined WSI and Stericycle ownership percentage to 93.2%.

        WSI and Stericycle's interpretation of the conversion rate is contrary to the Company's interpretation of the conversion rate. Based on the certificates of designations governing the Preferred Stock, certain documents executed contemporaneously with the issuance of the Preferred Stock, and the intent of the parties at the time of issuance of the Preferred Stock and the execution of these documents, the Company believes that the appropriate conversion rate is the per share market value of the Common Stock on the conversion notice date, less $1.00 per share, but that the conversion rate shall not be less than $1.00 per share (the "Agreed Maximum Conversion Rate"). Under this interpretation, since the per share market value of the Common Stock was less than $1.00 on April 6, 2003, the Company would have issued 7,750,000 shares of Common Stock upon conversion of the Preferred Stock, which would have increased WSI's ownership percentage to 76.6% of the outstanding shares of Common Stock and the combined WSI and Stericycle ownership percentage to 81.9%.

        The Company has not issued any shares of Common Stock and has not recorded any increase in the outstanding Common Stock relating to the conversion of the Preferred Stock. On April 2, 2003, the

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Company, WSI and Stericycle entered into an Agreement to Defer Conversion of Preferred Stocks (the "Agreement to Defer Conversion"), pursuant to which all parties agreed that the Company will not issue any Common Stock upon conversion of the Preferred Stock until a judicial judgment as to the appropriate conversion rate has become final and non-appealable.

Judicial Filings Regarding the Conversion Rate of the Preferred Stock

        On May 9, 2003, the Company filed a declaratory judgment action in the 269th District Court in Harris County, Texas (the "Court") seeking a judicial determination of the appropriate conversion rate of the Preferred Stock. The Company filed the declaratory judgment action in connection with James T. Rash, et. al. v. Waste Systems, Inc., the Company and certain of the Company's former directors and officers (the "1995 Action"), which was the original proceeding pursuant to which the Preferred Stock was issued by the Company.

        Following a hearing in the 1995 Action and for jurisdictional reasons, the Company elected to initiate a new action (the "2003 Action"), and on August 22, 2003, filed an original petition for declaratory judgment and to enforce the Settlement Agreement, dated July 17, 1997, pursuant to which the Preferred Stock was issued. In this petition, the Company requests the Court establish the conversion rate of the Preferred Stock to be the Agreed Maximum Conversion Rate and confirm the issuance of no more than 7,750,000 shares of Common Stock to WSI as of April 6, 2003.

        On October 3, 2003, WSI filed a motion to enforce judgment in the 1995 Action and to have the Court declare that the Preferred Stock is convertible into 36,904,761 shares of Common Stock. The Company opposed WSI's motion to enforce the judgment. Following a hearing, the Court abated WSI's motion on November 10, 2003.

        On October 24, 2003, Don Smith, Ghere-Smith Interests, Inc., Tidel Technologies, Inc. f/k/a American Medical Technologies, Inc., Jim Rash, individually and in his capacity as representative of the certified class of minority shareholders of 3CI, and Larry Robb, individually and as proposed co-representative of the same certified class (collectively, the "Minority Stockholders"), answered and/or intervened in the 2003 Action, cross-claimed against WSI and filed a third-party petition against Stericycle.

        The Minority Stockholders have asserted, on behalf of all minority stockholders of 3CI, many of the same claims of fraud, breach of fiduciary duty, unjust enrichment and other acts of minority stockholder oppression, as they have alleged in the Louisiana Suit (as defined and discussed below). In addition, the Minority Stockholders have asked the Court to deny 3CI's request for declaratory relief, find that Stericycle and WSI have abused their duties to the minority stockholders and declare that Stericycle and WSI, among other things, (i) forfeit all fees, payments, dividends, warrants, preferred stock, common stock, profit shares and all other forms of value which Stericycle and WSI have extracted from 3CI and its minority owners, (ii) pay actual damages of at least $28 million and reasonable punitive damages, and (iii) buy the capital stock of the minority stockholders of the Company at the relative value of 3CI's shares to Stericycle's shares at the time Stericycle gained control over 3CI, i.e. one share of Stericycle common stock for every five shares of Common Stock.

        On December 3, 2003, Stericycle filed its original answer to the Minority Stockholders' third-party petition, and on December 24, 2003, WSI filed its answer and counter-petition in the 2003 Action. In their respective filings, Stericycle and WSI have denied all material allegations and reasserted their claims that the Preferred Stock is convertible into 36,904,761 shares of Common Stock. The parties are currently conducting discovery in the 2003 Action.

        As of September 4, 2003, the full Board unanimously appointed a Special Committee to act on behalf of the Company in connection with the Company's dispute with WSI and Stericycle as to the appropriate conversion rate of the Preferred Stock. See Part III, Item 10. Directors and Executive

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Officers of the Registrant, for a further description of the Special Committee's authority, and Part III, Item 13. Certain Relationships and Related Transactions—Litigation.

Louisiana Minority Stockholder Litigation

        On June 20, 2002, Larry F. Robb, individually, on behalf of a class comprised of the Company's minority stockholders, and derivatively on behalf of the Company (collectively, the "Louisiana Plaintiffs"), filed cause no. 467704-A, Robb et al. v. Stericycle, Inc. et al., in the First Judicial District Court, Caddo Parish, Louisiana (the "Louisiana Suit"). In this suit, the Louisiana Plaintiffs assert numerous claims of minority stockholder oppression, breach of fiduciary duty and unjust enrichment against Stericycle, the four directors of 3CI who are also affiliates of Stericycle, and the President and Chief Executive Officer of the Company (collectively, the "Louisiana Defendants").

        The Louisiana Plaintiffs contend that since Stericycle's acquisition of WSI in September 1998, Stericycle has unfairly and improperly exercised control over 3CI to the detriment of the Company's minority stockholders in contravention of various contractual, common law and statutory duties. Among other things, the Louisiana Plaintiffs allege that the Louisiana Defendants have (i) deprived the Company of revenues by imposing unfavorable loan obligations and avoidable expenses on the Company; (ii) usurped 3CI's business and business opportunities and diverted its assets for Stericycle's benefit; and (iii) depressed the value of the Common Stock. The Louisiana Plaintiffs further allege that Stericycle has breached an agreement entered into for the protection of 3CI's minority stockholders in connection with Stericycle's acquisition of WSI.

        Based on these and other allegations, the Louisiana Plaintiffs seek to recover actual and punitive damages and a variety of equitable and other relief, including forfeiture or rescission of various disputed transactions, a constructive trust of all benefits Stericycle has derived on business usurped from the Company or not offered to the Company and an order requiring Stericycle to buy the capital stock of the minority stockholders of the Company at the relative value of the Company's shares to Stericycle's shares at the time Stericycle gained control over the Company, i.e. one share of Stericycle common stock for every five shares of the Company's Common Stock.

        On or about October 27, 2003, the Louisiana Plaintiffs filed their First Amended Petition adding the Company as a derivative defendant. The Company has not yet answered this petition. However, the other parties in the Louisiana Suit currently are proceeding with discovery. The Company does not have sufficient information to predict the outcome of the Louisiana Suit.

        As of January 8, 2004, the Board expanded the authority of the Special Committee to investigate all allegations made by the Louisiana Plaintiffs and to act on behalf of the Company with regard to all of the issues in the Louisiana Suit, the 1995 Action and the 2003 Action. See Part III, Item 10—Directors and Executive Officers of the Registrant, for a further description of the Special Committee's authority.

Other

        On March 25, 2003, one of the Company's trailers was involved in an accident with another vehicle in which the driver of the vehicle sustained certain injuries. On May 29, 2003, the driver of the vehicle filed cause no. 03-0898-CV, Scott Biram v. 3CI Compliance Corp. and Bryan Keith Bishop, in the 25^th Judicial District Court of Guadalupe County, Texas. In this suit, the plaintiff has alleged negligence, gross negligence and malice and seeks actual and exemplary damages in an unspecified amount against the Company and the Company's employee driving the trailer involved in the accident. This suit is currently in the discovery stage, and the Company cannot at this time predict the outcome of this litigation. The Company believes that it has sufficient insurance to cover any potential damages that could result from this litigation.

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        The Company is a defendant in Medical Waste Services of America LLC v. American 3CI Complete Compliance Corporation, cause no. 02-65105, in the 151st Judicial District Court of Harris County, Texas. In this suit, the plaintiff seeks approximately $818,800 in damages, interest and attorney's fees for failure to pay for treatment of medical waste and for breach of contract. Plaintiff alleges that the Company has failed to pay for treatment and disposal of medical waste at the plaintiff's Birmingham, Alabama facility. Further, plaintiff alleges that the Company agreed to deliver an additional amount of medical waste to plaintiff's facility for treatment and disposal at a predetermined price, which the Company has failed to do. 3CI contends that the plaintiff has breached the contract by unilaterally increasing the contract price. The parties are currently in discovery, and the Company cannot at this time predict the outcome of this litigation.

        The Company is subject to certain other litigation and claims arising in the ordinary course of business. Management believes the amounts ultimately payable, if any, as a result of such claims and assessments will not have a materially adverse effect on the Company's financial position, results of operations or net cash flows.

Item 4. Submission of Matters to a Vote of Security Holders

        The Company held its Annual Meeting of Stockholders on September 3, 2003 to elect seven directors of the Company. Of the 9,739,611 shares of Common Stock issued and outstanding as of July 14, 2003, which was the record date for the meeting, 8,047,678 shares of Common Stock were represented in person or by proxy at the meeting, which constituted a quorum for the transaction of all business to come before the meeting.

        The only proposal submitted to a vote at the meeting was the nomination of Jack W. Schuler, Stephen B. Koenigsberg, Kevin J. McManus, Mark C. Miller, Frank J. M. ten Brink, Anthony J. Tomasello and Robert M. Waller to serve as directors of the Company until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified. All of the persons nominated for election as directors of the Company received the favorable vote of the holders of a majority of the shares of Common Stock present at the meeting, whether in person or by proxy, and entitled to vote for such nominee. The votes received by each of the nominees at the meeting were as follows:

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PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

        The Company's Common Stock is traded over-the-counter on the OTC Bulletin Board under the symbol "TCCC.OB." The following table provides the high and low bid quotations for the OTC Bulletin for each of the quarterly periods indicated for the fiscal years ended September 30, 2003 and 2002. These quotations indicated the inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

        As of January 9, 2004, there were 246 owners of record of the Company's Common Stock, and the per share closing sale price of the Common Stock on January 9, 2004 was $0.33.

        The Company has not declared or paid any cash dividends on the Common Stock. The declaration of any future cash dividends on the Common Stock will depend upon the earnings, capital requirements and financial position of the Company, general economic conditions and other pertinent factors.

Item 6. Selected Financial Data

        The following information is derived from the Company's audited financial statements. This data should be read in conjunction with the financial statements and the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this Report.

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