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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
(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: 0-18700
SENTIGEN HOLDING CORP.
(formerly Prime Cellular, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
Delaware 9995 13-3570672
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(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification
Number)
580 Marshall Street
Phillipsburg, New Jersey 08865
(908) 387-1673
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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 $0.01 per share
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant on March 26, 2001 (based upon the closing sale price on such date as
reported by the OTC Bulletin Board) was approximately $20,899,002.
As of March 26, 2001, 7,046,674 shares of the registrant's Common Stock, par
value $.01 per share were outstanding.
Documents Incorporated By Reference: None
PART I
ITEM 1. BUSINESS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. The statements contained herein which
are not historical facts are forward-looking statements that involve known and
unknown risks and uncertainties that could significantly affect our actual
results, performance or achievements in the future and, accordingly, such actual
results, performance or achievements may materially differ from those expressed
or implied in any forward-looking statements made by or on behalf of our
Company. These risks and uncertainties include, but are not limited to, risks
associated with our Company's future growth and operating results; the ability
of our Company to successfully integrate newly acquired business operations and
personnel into its operations; changes in customer preferences; the ability to
hire and retain key personnel; compliance with federal or state environmental
laws and other laws and changes in such laws and the administration of such
laws; risks associated with government grants and funding of our Company's
customers' projects; dependence on certain significant customers; protection of
trademarks and other proprietary rights, technological change; competitive
factors; unfavorable general economic conditions. These risks are included in
"Item 1. Business," "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in "Exhibit 99: Risk Factors" included
in this Form 10-K. Actual results may vary significantly from such
forward-looking statements. The words "believe," "expect," "anticipate,"
"intend" and "plan" and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date the statement was made.
Generally about us
We are a holding company conducting business through our two
wholly-owned operating subsidiaries, Cell & Molecular Technologies, Inc. (CMT)
and Sentigen Corp. CMT is comprised of a contract research organization that
provides contract research and development (R&D) services, and a research
products organization that provides cell culture media and reagents and other
research products to companies engaged in the drug discovery process. Sentigen
Corp. is involved in scientific research to develop environmentally sound
approaches to prevent insect crop damage and the spread of human diseases by
impacting insect behavior.
We were incorporated under the laws of the State of Delaware in May
1990 and, after having engaged in the acquisition and operation of different
business entities subsequent to our initial public offering in August 1990, we
commenced our current business operations when we acquired CMT by a reverse
merger in May 1998. CMT was incorporated on May 6, 1997 to acquire all of the
outstanding stock in each of Specialty Media, Inc. and Molecular Cell Science,
Inc., two entities operating in the biotechnology and pharmaceutical industries
since 1987 and 1991, respectively. Sentigen Corp. was formed on February 16,
2000. We changed our name to Sentigen Holding Corp. on June 23, 2000. Our
ticker symbol on the OTCBB also changed from PCEL to SGHL in June 2000.
In November 2000, we consummated a private offering in which we sold
863,834 shares of our common stock, at $6.00 per share, for aggregate gross
proceeds of $5,183,004.
We maintain our principal executive offices and our laboratory,
manufacturing and office/warehouse facilities at 580 Marshall Street,
Phillipsburg, New Jersey 08865. We also maintain a laboratory at 3960 Broadway,
New York, New York 10032 and at 418 Industrial Drive, North Wales, Pennsylvania
19454. We also maintain administrative offices at 434 East Cooper Street, Aspen,
Colorado 81611.
2
Cell & Molecular Technologies, Inc.
CMT is a Contract Research Organization (CRO) specializing in:
supporting the drug discovery process, including: High Throughput Screening
(HTS) applications; contract research services; and the development, production
and marketing of specialty cell culture media. Through its scientific staff,
technology focus and specialty medium, CMT increases the efficiency of the drug
discovery process of pharmaceutical, biotechnology, and biomedical research
organizations and optimizes their investment in new technologies and chemistry.
The majority of CMT's customers are engaged in target identification,
target validation, and target screening as steps in the drug discovery process.
The proliferation of new targets and technologies to this process has shifted
the resource priorities and research strategies of the entire drug discovery
industry. This industry is also facing patent expirations, more stringent drug
approval standards, and thinning product pipelines. As a result of these
factors, the race for new targets, compounds and drug candidates has
dramatically intensified. This new landscape has increased the demand for
research talent, laboratory capacity, creative experimental design and tailored
products. Collaboration with CMT gives these companies access to the talent,
capacity, creativity, products and services they need to accelerate their drug
discovery programs, optimize their technology investments and gain competitive
advantage in the new drug discovery landscape. CMT operates through two
divisions -- Molecular Cell Science and Specialty Media.
Molecular Cell Science Division (MCS)
CMT provides R&D services to the life sciences research and drug discovery
communities. CMT utilizes cost and time effective approaches in the delivery of
its services which results in a high level of customer service. CMT provides
resources in:
o HTS applications and assay development,
o molecular and cellular biology,
o protein bio-chemistry,
o bio-processing, and
o mouse genetics.
CMT's services are performed on a fee-for-service, fixed contract basis
that provides for payments after specific research milestones are achieved.
Research milestones are developed pursuant to the specific research goals of the
customer. We do not receive residual or royalty payments for future discoveries
or uses involving the materials or services provided to our customers.
CMT's proposals are based on collaborative discussions between the
customer's research staff and CMT's scientific staff. These discussions lead to
detailed, milestone-based research proposals that are capable of being
periodically modified based on the data collected during each research
milestone. CMT's dynamic, data-driven approach augments and complements the
customer's own research and development efforts in a cost- and time-effective
manner.
Collaboration with CMT gives customers access to scientific talent and
laboratory capacity. Access to additional scientists and laboratory capacity
augments our customer's implementation of new drug discovery technologies and
methodologies. CMT designs and performs its services to meet a customers
specified research goals and quality standards. The following is a brief
overview of the aforementioned services:
HTS applications and assay development. New drug discovery methods and
technology investment is most evident in the advent of HTS. HTS utilizes
sophisticated automation and robotics to screen large quantities of cells or
proteins very rapidly. Through HTS the drug discovery community is able to
rapidly screen, identify and develop potential drug candidates for a large
number of targets.
CMT provides whole cells, sub-cellular fractions, and purified proteins for
HTS and secondary assays. These cells and reagents are tested against the
customers specified, stringent quality control standards to assure performance
and reproducibility. The cells and reagents are delivered in the
customer-prescribed format (bulk, multi-well plates, multiple aliquots, etc.).
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Customers receive cells or reagents on a regularly scheduled basis (daily,
weekly) and in a format (96 well, 384 well plates) required for the customer's
HTS assays. CMT's services ease the strain on the client's internal resources
and enable customer's screening facilities and equipment to maintain maximum
efficiency and usage times.
CMT's resources in molecular biology, gene cloning and expression, cell
culture, and cell line development, enables it to provide customers with a
multidisciplinary approach to their drug discovery needs. CMT can transfer this
technology back to its customers, or contract with the customer to perform the
assay at CMT's own facilities. CMT's services also includes the design,
establishment, and execution of quality control standards for the new assay
system.
Molecular and cellular biology. We offer an array of services to help
clone, isolate and characterize genes from viral, prokaryotic or eukaryotic
organisms. CMT's services include: construction of custom cDNA libraries; single
cell cDNA libraries; genomic DNA libraries; size selected, normalized,
subtracted libraries and other custom gene libraries. In addition, CMT provides
expertise in molecular cloning and related functions. CMT's custom services in
this area allow our customers to specify the vector and cell or tissue source.
Protein bio-chemistry. The drug discovery community demands ever increasing
amounts and numbers of recombinant proteins for their HTS programs, as well as,
biochemical and biophysical studies. CMT meets this demand through the
production and purification of recombinant proteins from genetically-engineered
hosts. CMT offers expression of recombinant proteins in: Escherichia coli;
Yeast; Mammalian Cells; Insect Cells and Baculovirus. CMT also performs
Expression Optimization Studies and Scale-up Process Development.
Bio-processing. CMT possesses multifaceted cell culture and fermentation
capabilities and expertise, enabling it to produce whole cells, cellular
fractions or biological molecules for research and assay purposes. CMT has
developed bioprocessing techniques and processes to move research cell lines to
the manufacturing floor. Incorporating cell banking through upstream and
downstream process development CMT delivers a well-characterized process. Using
its flexible cell culture facility, we prepare reagents derived from a broad
range of host cell types (including whole cells, cellular fractions, or purified
biomolecule proteins) properly formatted for further characterization or for use
in screening assays.
CMT's facilities give it both adherent (flasks, roller bottles, cell
factories) and suspension (spinners, bioreactors) culture capabilities as well
as bioreactor capacity to 150 liters, fractionation and purification
capabilities. Its facilities are well-equipped with a dynamic loop process water
system (including ultrafiltration, carbon adsorption, multiple rounds of ion
exchange, and double distillation), warm/cold rooms, laminar-flow hoods,
centrifuges and cell cryopreservation and storage.
Mouse genetics. The advent of transgenic mouse technology has allowed
researchers to study the impact of gene deletions, mutations, and additions in a
whole-animal system whose genetics are well understood and can be easily
manipulated. Based on this premise, CMT engineers mouse models of human diseases
for use in the identification and validation of potential drug candidates. CMT
is able to construct sophisticated gene deletion and gene insertion models that
can be used to study normal and abnormal gene functions by altering or mutating
a specific gene in the mouse. CMT offers quality-tested and proven embryonic
stem cells (supplied by our Specialty Media division) from several strains of
mice, including 129, C57BL6, and DBA1, as well as mitomycin-C treated mouse
embryo fibroblast feeder cells. CMT's animals are housed in a barrier facility
under specific pathogen free (SPF) conditions.
4
Specialty Media Division (SM)
CMT develops, manufactures, and markets high quality research products
including:
o Media and reagents for the culture of Mouse Embryos
o Murine Embryonic Stem (ES) cells and Reagents
o Reagents for gene transfer and expression
o Standard and custom formulated cell culture media
CMT also identifies and develops custom research products and reagents in
response to customer feedback and as a result of our MCS services. CMT
manufactures and distributes the aforementioned products in the following
research areas:
Mouse Embryo Media. The genetic manipulation of early stage mouse embryos
allows research scientists to develop animal models for disease states for the
purpose of elucidating the function of genes which have similarities to human
functions. CMT manufactures media and reagents that support the growth of mouse
embryos. In addition to "standard" formulations, CMT has developed novel media
formulations working in collaboration with Harvard University under NIH funded
grants. While mouse embryo media have been traditionally manufactured as
liquids, CMT developed a powder format greatly extending the media's shelf life
and opening the possibility for overseas shipment and distribution. CMT has
derived several unique Murine ES cell lines, as well as providing media and
reagents qualified for the manipulation of ES Cells.
Unique Products for General Cell Cultures. A significant portion of the
division's sales revenue is derived from several unique products. Cell culture
freezing media enables researchers to cryogenically archive important cell lines
for future use. CMT's line of enzyme free cell dissociation solutions allows
researchers to remove cells from the vessels on which they are grown while
retaining the functionality of the proteins on their surface. This enables the
cells to be used in assays which rely on cell surface receptors. CMT also
markets a kit containing all of the reagents necessary to introduce foreign
genes into cells, genetically altering the cell line. CMT directly markets these
products and they are also sold by other companies under private label.
Custom Media Manufacture. Researchers demand varying components and amounts
of the nutrient broths in which cells are grown. CMT produces custom
formulations, with a minimum volume of only 2 liters. CMT has the ability to
formulate complex media in a timely fashion and in low volumes. CMT believes
that this low minimum volume ability has enabled it to enter a niche not
otherwise occupied by the several larger companies advertising such custom
capabilities.
Sentigen Corp.
Sentigen is engaged in research to develop innovative, environmentally
sound approaches to prevent insect crop damage and the spread of human disease
by impacting insect behavior. Sentigen intends to provide a safe and effective
alternative to pesticides without contaminating the environment or genetically
modifying insects or crops, through its novel Aromatic Control (TM) process.
Sentigen believes its process will enable identification of bioactive compounds
that allow for specificity and effectiveness in insect control.
Sentigen intends to biologically pinpoint insect receptors that control
the sense of smell, the primary sense that drives insect behavior. Insects rely
on this sense to locate food, human and animal hosts, and mates. This sense is
highly adapted among different insects, and will enable Sentigen to develop
wholly natural pest management solutions that selectively target detrimental
insect species.
5
Sentigen intends to first develop its Aromatic Control (TM) process for
insects that affect the agricultural industry, as present methods, including
pesticides and genetically modified foods, are becoming increasingly ineffective
and controversial. Over the past decade, pesticides and genetically modified
foods have been placed under intense scrutiny due to concerns over their adverse
effects upon the environment and human health. Governments are increasingly
regulating and prohibiting pesticides and genetically modified foods and public
opposition has led to a significant increase in the market for organic foods.
Sentigen also expects to develop a suite of products for the control of
insects that affect human health. Recent outbreaks of mosquito-borne diseases,
including West Nile encephalitis and dengue fever in the United States, as well
as the appearance of pesticide-resistant disease carrying insects throughout the
world have highlighted the need for safer and more effective insect control
strategies in residential areas. Biting insects are also dependent on smell to
locate human and animal prey, and Sentigen intends to utilize its Aromatic
Control (TM) technology to develop environmentally friendly and novel approaches
to combat the threat posed by these pests.
Sentigen has an exclusive licensing agreement with The Trustees of
Columbia University in the City of New York for worldwide rights to patent
applications and intellectual property in the areas of chemosensation and
olfaction. Columbia University is at the forefront of research in this field,
and the license covers technologies arising from the initial discovery of
vertebrate olfactory receptors and pheromone receptors and the identification of
the first insect odorant receptors in the laboratory of Dr. Richard Axel at
Columbia University. Sentigen also entered into a consulting agreement with Dr.
Richard Axel, to become the chairman of Sentigen's Scientific Advisory Board.
The other members of the Scientific Advisory Board are Cornelia Bargmann, PhD, a
professor at the University of California, San Francisco and an Investigator for
the Howard Hughes Medical Institute, Dr. Gerald M. Edelman, Director of The
Neurosciences Institute, President of Neurosciences Research Foundation,
Chairman of the Department of Neurobiology and Professor at The Scripps Research
Institute. Leslie Voshall, PhD, an Assistant Professor and Head of Laboratory at
the Rockefeller University, and Wendell Roelofs, The Liberty Hyde Bailey
Professor of Insect Biochemistry at Cornell University's New York State
Agricultural Experiment Station.
Customers
Cell and Molecular Technologies, Inc.
CMT provides its products and services to: manufacturers in the
biotechnology and pharmaceutical industries; hospitals; universities and other
research institutions engaged in the drug discovery process.
Molecular Cell Science. For the years ended December 31, 2000 and 1999,
Merck & Co., Inc. accounted for approximately 35% of our total annual revenues.
For the year ended December 31, 2000, Merck & Co. accounted for approximately
35% of our total receivables. For the year ended December 31, 1999, Merck & Co.
and Meyer Pharmaceuticals LLP accounted for approximately 39% and 13%
respectively of our total receivables. We believe that these customers will
continue to account for a significant portion of our revenues in the 2001 and
2002 fiscal years. We cannot assure you, however, that these customers will
continue to generate significant revenues and the loss of these, or any other
significant customers could have a material adverse effect on our business.
Specialty Media. For the years ended December 31, 2000 and 1999, there
were no customers that accounted for more than 10% of our total annual revenue.
Sentigen Corp.
Sentigen Corp. was formed in February 2000 to develop innovative,
environmentally sound approaches to prevent insect crop damage and the spread of
human diseases by impacting insect behavior. Sentigen Corp. has not generated
any revenues to date, and as a result has not had any customers whose revenue
accounted for more than 10% of our total annual revenue. We believe that
Sentigen Corp. will have customers that generate such revenue in the future. We
cannot assure you; however, that this will actually occur, and if obtained, that
these customers will generate continuing significant revenue streams in the
future.
6
Sales and Marketing
Our sales and marketing efforts to date are focused on CMT. We
anticipate a separate sales and marketing function will be needed to develop the
business of Sentigen Corp.
Cell and Molecular Technologies, Inc.
Molecular Cell Science. The MCS division has focused on providing basic
and pre-clinical contract research and development. Given the rapid development
of molecular biology techniques and the pace of innovation, we believe that the
drug discovery community is now focusing on HTS as opposed to more basic
screening methodologies. We also believe that there is an increasing trend among
companies in the drug discovery community to outsource segments of the HTS
process as well as other segments of the drug discovery process that occur after
primary HTS is completed. Such outsourcing is due to a variety of factors
including:
o the economies of scale necessary to maintain an efficient and effective
HTS program and remain competitive in the industry
o the reduced "in-house" staffs resulting from corporate down-sizing and
investments in automation and robotics
o the expense and risk inherent in conducting segments of this process
internally
o the expanded capabilities and flexibility offered by third party
research companies without the associated overhead
The pattern for outsourcing among the drug discovery community has been
to expand from pre-and post-approval activities, including clinical trial
management, manufacturing, quality control and packaging, toward research and
development. At the front end of the development process, drug discovery based
on rapid-throughput synthesis and screening technologies is typically effected
by very large companies. On the other end, smaller technology companies tend to
provide access to "enabling" technologies that facilitate the process of target
identification and lead compound synthesis and identification. MCS intends to
address the perceived opportunity for a combination of these high-throughput
discovery technologies and the relatively mature market for pre- and
post-approval services. Because of the broad, multi-disciplinary range of
customer needs during this phase of research and development, we believe that
MCS' synthesis of multiple biologically based capabilities makes it well
positioned in the industry. We believe that, through rapid growth by expanding
state-of-the-art facilities, recruiting world class scientists, and developing
and acquiring new technologies, MCS can benefit from the growing contract
research market.
Specialty Media. SM has directed its products to specialized aspects of
the cell culture market. SM believes that, while the overall available revenue
from this area is less than other areas of the market, the potential margins are
greater. Moreover, in serving these areas, Specialty Media has built up
significant customer loyalty and name recognition, despite relatively minimal
marketing activities. Specialty Media's sales efforts are coordinated by its
Chief Operating Officer, whose duties include oversight of production and
development, direct sales and distributor arrangements. We also utilize the
services of PGC Scientifics and VWR Scientific, national distributors of
research products, which are responsible primarily for sales to customers not
serviced regularly by management.
Sentigen Corp.
Sentigen Corp. is engaged in research to develop innovative,
environmentally sound approaches to prevent insect crop damage and the spread of
human disease by impacting insect behavior. Sentigen Corp. intends to provide a
safe and effective alternative to pesticides without contaminating the
environment or genetically modifying insects or crops, through its novel
Aromatic Control(TM)process. For the year ended December 31, 2000, Sentigen
Corp. has been focused on research and development and as a result has not
conducted any sales and marketing activities.
7
Manufacturing, Suppliers and Inventory
The manufacturing, order fulfillment and shipping functions for the
Specialty Media division are accomplished at the Phillipsburg facility. The raw
materials used in the manufacturing process are purchased from a variety of
third-party suppliers. CMT maintains adequate inventory at the Phillipsburg
facility to support its direct sales needs.
We believe that Molecular Cell Science has numerous alternative sources
of supplies with respect to all critical components used in its collaborative
research process.
Competition
Cell and Molecular Technologies, Inc.
Generally, CMT competes with a combination of national and regional
companies ranging from large companies engaging in contract R&D or reagent
services to companies specializing in one particular aspect of R&D or media
production. Some of these companies have captured a significant, and in certain
cases controlling, share of the research products and the transgenic mouse
outsourcing markets. Many competitors have achieved significant national,
regional and local brand name and product recognition. These competitors also
engage in frequent and extensive advertising and promotional programs, both
generally and in response to efforts by other competitors entering the market or
existing competitors introducing new products. Many of these companies have
substantially greater financial, technical, marketing, personnel and other
resources than CMT.
We believe that entry barriers to these markets are significant,
involving the high costs of specialized scientific equipment, the need to
recruit highly trained professional scientific staff with industrial and
academic experience, and the ability to offer a wide range of services and
expertise. The ability to compete successfully in the industry is affected by
these and other factors, including without limitation price of services, ease of
use, reliability, customer support, geographic coverage and industrial and
general economic trends. In addition, R&D services involve customers dependent
upon government grants and other institutional funding.
We believe that CMT can compete effectively based on its ability to
provide its customers with both (i) Contract R&D Services for early
stage/pre-clinical R&D in the pharmaceutical and biotechnology industries and
(ii) the preparation of reagents for cell culture, molecular biology, and mouse
genetics in the international academic and industrial research markets. The
Company believes that, although there are a number of large competitors that
have substantially greater resources than CMT, such competitors have well
established businesses in only one of these areas. Available contract research
services have for the most part focused on delivering routine technology at low
cost. These services have flourished because by maximizing the load on their
equipment and labor resources, they can reduce the customer's in-house cost.
Such economies of scale are achieved at a cost to the customer who remains for
the most part responsible for defining protocol and overseeing its
implementation to insure that the results are useable to the customer's in-house
projects. In contrast, CMT offers, in addition to the full range of R&D
services, complete experimental design and consultation throughout the
performance of its services.
Molecular Cell Science. CMT believes that the Contract R&D business can
be divided into four markets, consisting of the (i) low end R&D, (ii) specialty
R&D, (iii) high end R&D and (iv) technology platform R&D, as follows:
(i) Low End R&D. Services performed in this market are characterized by
low margins and strong competition and are technical and mechanical in nature.
These services tend not to lead to higher end, more complex projects. This
market is comprised of small local vendors, some of which have grown to cover
larger markets. CMT offers services in this area, including those offered by its
competitors, usually as a part of a larger customer engagement.
(ii) Specialty R&D. Services performed in this market tend to be
technically and/or target focused. These services can lead to new and more
complex projects and have the opportunity to grow significantly in scope. The
identification, validation and supply of HTS targets is a rapidly growing
segment of the Contract R&D business as illustrated by a significant increase in
both inquiries and revenue in this area. We believe that CMT is well positioned
to participate in this market due to its breadth of technical expertise and its
experience with existing HTS clients. CMT intends to expand its staff and
facilities to maintain a strong competitive position in this area.
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(iii) High End R&D. Services performed in this market tend to be high
margin, highly skilled technical and mechanical matters, requiring significant
intellectual input and problem solving and access to well recognized academics.
These services often require the development of new high end technologies and
lead to more complex projects. Such projects can be used as a launch pad for
developing proprietary technologies. We believe that CMT is well positioned to
participate in this market, offering expert research services, consultation at
all stages of the project and problem solving abilities
(iv) Technology Platform R&D. This market is comprised of companies
which have based their business on performing drug screening and/or licensing
their proprietary technology to companies for their in-house screening programs.
These relationships are generally associated with significant licensing costs
and downstream royalties. The application and/or licensing of such proprietary
technology platforms involve large contracts and is highly competitive.
Competition arises from the development of alternative and competing
technologies designed to yield results ever more quickly and inexpensively. CMT
is active in this market as well, developing novel technology platforms through
research performed for its own account, licensing arrangements as well as
through collaborative small business research grants. CMT's proprietary
technologies are principally focused on the rapid identification, expression and
characterization of genes and proteins for use in the screening and discovery of
potential drug candidates in the biotechnology and pharmaceutical industries.
CMT is expanding this effort to include the engineering of cells and cell based
reagents to facilitate their use with existing and emerging drug discovery
platforms.
Specialty Media Division. We believe that the SM market is dominated by
a few very large companies with a number of minor participants. Historically,
the revenue producers in the Specialty Media market have been a limited number
(fewer than 20) of manufacturers of public-domain media formulations (mostly
developed in the 1960's) and the Fetal Bovine Serum (FBS) which has been used to
supplement media. CMT believes that mostly price-based competition exists in
this area.
Sentigen Corp.
Sentigen Corp. is engaged in research to develop innovative,
environmentally sound approaches to prevent insect crop damage and the spread of
human disease by impacting insect behavior. Sentigen Corp. intends to provide a
safe and effective alternative to pesticides without contaminating the
environment or genetically modifying insects or crops, through its novel
Aromatic Control (TM) process. We believe Sentigen Corp.'s process will enable
identification of bioactive compounds that allow for specificity and
effectiveness in insect control.
Sentigen Corp. has not yet developed an actual product or generated any
revenues. The Company's future competitive position depends on its ability to
develop a product that will be more economically feasible and at the same time
more effective than the elements of a traditional integrated pest management
strategy. While we believe that the Sentigen Corp. approach is unique and
provides a new technological solution which resolves environmental and public
health issues; pesticide manufacturers, genetic engineers and introductory
biologically based solution companies are still considered competitors of our
solution.
Pesticide Manufacturers. In order to alleviate growing negative public
opinion, many pharmaceutical and chemical companies have spun off pesticide
divisions, and are publicly proposing to manufacture "greener" products. At this
point, however, the research and development budget of pesticide companies
remains primarily focused on their core business of pesticides.
Genetic Engineers. Genetically modified varieties of corn, cotton and
potatoes are currently grown that produce their own insecticide. In the mid
1990s, many farmers switched to these "super-seeds," allowing genetically
altered corn and soybeans to enter into the worldwide marketplace quietly.
Recently, various sicknesses and health problems have been caused by the use of
these seeds. As a result, this solution has become increasingly controversial.
Biologically Based Solutions. Biologically based solutions, such as
pheromone mating disruption, represent considerably safer alternatives to
pesticides and genetically modified foods. However, these technologies have been
risky and difficult to produce.
9
Government Regulation
We are subject to many laws and governmental regulations and changes in
these laws and regulations, or their interpretation by agencies and the courts,
occur frequently.
Environmental Regulation. Our operations are subject to various
evolving federal, state and local laws and regulations relating to the
protection of the environment, which laws govern, among other things, emissions
to air, discharges to ground, surface water, and groundwater, and the
generation, handling, storage, transportation, treatment and disposal of a
variety of hazardous and non-hazardous substances and wastes. Federal and state
environmental laws and regulations often require manufacturers to obtain permits
for these emissions and discharges. Failure to comply with environmental laws or
to obtain, or comply with, the necessary state and federal permits can subject
the manufacturer to substantial civil and criminal penalties. CMT operates a
manufacturing facility and Sentigen Corp. operates a laboratory facility.
Although we believe that these facilities are in substantial compliance with all
applicable material environmental laws, it is possible that there are material
environmental liabilities of which we are unaware. If the costs of compliance
with the various existing or future environmental laws and regulations,
including any penalties which may be assessed for failure to obtain necessary
permits, exceed our budgets for those items, our business could be adversely
affected. In addition, liability to third parties could have a material adverse
effect on our business.
Potential Environmental Cleanup Liability. The Federal Comprehensive
Environmental Response, Compensation and Liability Act, as amended, and many
similar state statutes, impose joint and several liability for environmental
damages and cleanup costs on past or current owners and operators of facilities
at which hazardous substances have been discharged, as well as on persons who
generate, transport, or arrange for disposal of hazardous wastes at a particular
site. In addition, the operator of a facility may be subject to claims by third
parties for personal injury, property damage or other costs resulting from
contamination present at or emanating from property on which its facility is
located. Furthermore, certain business operations of CMT also involve shipping
hazardous waste off-site for disposal. As a result, we could be subject to
liability under these statutes. Furthermore, we cannot assure you that we or our
subsidiaries will not be subject to liability relating to manufacturing
facilities owned or operated by us currently or in the past.
Permits. In connections with its business operations, CMT has obtained
permits from the New Jersey Department of Environmental Protection as both a
hazardous waste and medical waste generator. CMT believes that its compliance
with these regulations, however, is on a voluntary basis inasmuch as its
operations produce insufficient levels of chemical waste. We further believe
that none of its medical waste is deemed infectious. In addition, CMT has
obtained a permit from the Nuclear Regulatory Commission for the use of
radioisotopes in connection with its research functions.
Other Regulations. In addition to the foregoing, we may be subject to
various other federal, state and local regulatory and licensing requirements as
the same are promulgated from time to time by the Environmental Protection
Agency, Food and Drug Administration, Nuclear Regulatory Commission, the New
Jersey Department of Environmental Protection and other federal, state and local
regulatory agencies. Failure on our part to comply with any of these
requirements could result in the imposition of fines by governmental authorities
or awards of damages to private litigants. We have made, and will continue to
make, capital and other expenditures necessary to monitor and to comply with any
applicable regulations. For the year ended December 31, 2000, we did not have to
make any material expenditures with respect to such matters.
10
Trademarks, Proprietary Information and Patents
We utilize certain proprietary information in connection with the
provision of our services and the manufacture and sale of our products,
including processes and formulas with respect to cell and embryo culture media
and reagents, and gene expression systems that we believe are proprietary to us.
We rely on customary principles of "work-for-hire" as well as technical measures
to establish and protect the ideas, concepts, and documentation of our
proprietary technology and know-how and, in certain instances, have entered into
non-disclosure agreements with our employees. Such methods, however, may not
afford complete protection, and we cannot assure you that third parties will not
independently develop such know how or obtain access to our know-how, ideas,
concepts, and documentation. Although we believe that our technology has been
developed independently and does not infringe on the proprietary rights of
others, we cannot assure you that the technology does not and will not so
infringe or that third parties will not assert infringement claims against us in
the future. In the case of infringement, we would, under certain circumstances,
be required to modify our products or obtain a license. We cannot assure you
that we will have the financial or other resources necessary to successfully
defend a patent infringement or other proprietary rights infringement action or
that we could modify our products or obtain a license if we were required to do
so. Failure to do any of the foregoing could have a material adverse effect on
our business. If our products or technologies are deemed to infringe upon the
rights of others, we could be liable for damages, which could have a material
adverse effect on us.
Cell & Molecular Technologies
During 1999, CMT was awarded a trademark, EmbryoMax(R), by the United
States Patent and Trademark Office with respect to one of its products. The
EmbryoMax(R) trademark pertains to Specialty Media's mouse embryo culture media
and reagents offered by Specialty Media to support the generation of transgenic
mice.
Sentigen Corp.
Sentigen Corp. entered into an exclusive licensing agreement with
Columbia University in the City of New York for worldwide rights to patent
applications and intellectual property in the areas of chemosensation and
olfaction.
Product Liability
As a manufacturer of certain products, we may be exposed to product
liability claims by consumers. We have obtained product liability insurance
coverage in the aggregate amount of $2 million ($1 million per occurrence), and
an umbrella policy that provides a $10 million coverage (per occurrence or in
the aggregate). Although we believe that this amount of insurance is sufficient,
we cannot assure you that it will provide coverage for any claim against us or
will be sufficient to cover all possible liabilities. In the event a successful
suit is brought against us, unavailability or insufficiency of insurance
coverage could have a material adverse effect on our operations. Moreover, any
adverse publicity arising from claims made against us, even if such claims were
not successful, could adversely affect the reputation and sales of our products
and services.
Employees
As of December 31, 2000, We had thirty-one (31) full-time and five (5)
part-time employees. Of such employees: four (4) are executive employees; two
(2) are engaged in customer support; twelve (12) (including 2 part-time
employees) are engaged in contract research and development; five (5) (including
1 part-time employee) are engaged in media production; five (5) (including 1
part-time employee) are engaged in research and development activities; one (1)
is engaged in sales and marketing; two (2) (including 1 part-time employee) are
engaged in warehousing, shipping and receiving; and five (5) are engaged in
accounting and administration.
We also retained the services of a management consultant on a full time
basis at a fee of $500 per week plus expenses incurred by the consultant on
behalf of our Company.
We entered into consulting agreements with our Scientific Advisory
Board. Members of our Scientific Advisory Board are not considered employees of
our Company.
11
None of our employees are covered by collective bargaining agreements.
We believe that we have a good relationship with our employees.
History of Sentigen Holding Corp.
We were incorporated under the laws of the State of Delaware in May
1990 under the name Prime Cellular, Inc. to provide management services,
including business planning, marketing, engineering, design and construction
consulting services, to rural service area cellular telephone licensees.
However, preferences of owners of construction permits and the deterioration in
general economic conditions subsequent to Prime's initial public offering in
early August 1990 negatively impacted Prime's business plan and Prime soon
determined that it was prudent for it to explore other uses for Prime's funds.
Prime initially analyzed potential investments in debt and equity
instruments of entities involved in either the cellular or related industries
and subsequently expanded its search to include entities involved in
non-cellular operations.
On June 11, 1996, a wholly-owned subsidiary of Prime consummated a
merger (Bern Merger) with Bern Associates, Inc. (Bern) pursuant to that certain
Merger Agreement, dated May 14, 1996 (Bern Agreement), by and among Prime, its
subsidiary, Bern and all of the stockholders of Bern. Bern's business consisted
principally of designing, installing, maintaining, servicing and supporting
computer systems to enable regional telephone companies to provide Internet
access to their subscribers as well as developing Internet related software.
Bern offered its customers an integrated Internet access solution comprised of
off-the-shelf computer hardware and accessories, systems integration, billing
software and twenty-four hour subscriber support. Bern also provided network
management services to regional telephone companies already offering Internet
access. After the Bern Merger, Prime's subsidiary changed its name to "Bern
Communications, Inc." (Bern Communications). The Merger was accounted for as a
reverse acquisition whereby Bern Communications was treated as the acquirer for
financial reporting purposes. From June 11, 1996 until November 30, 1997, Bern
Communications was the sole operating entity of Prime.
On August 28, 1997, Prime entered into a settlement with former
stockholders of Bern (Bern Stockholders) for alleged breaches of certain
representations and warranties made by the Bern Stockholders with respect to the
Bern Merger as well as for on-going disputes concerning the operations and
direction of the business of Bern Communications. Pursuant to the settlement,
Prime (i) purchased all of the shares of common stock in Prime held by the Bern
Stockholders as a result of the Prime Merger, at a purchase price of $.50 per
share (the market price on the date of such purchase), aggregating 676,937
shares of common stock for an aggregate amount of $338,469, (ii) transferred to
certain Bern Stockholders all right and title to the intellectual property
rights with respect to the computer software program WEBSITENOW and certain
computer hardware used in the development of such software program. In exchange,
such Bern Stockholders signed a general release and, to the extent applicable,
confirmed their prior resignations as officers and/or directors of the Company
and/or Bern Communications as well as terminated their respective options to
purchase the Company's Common Stock. All shares acquired by the Company pursuant
to the settlement were canceled, effective as of August 28, 1997.
Following the settlement, Bern Communications ceased soliciting further
opportunities or engaging in any further consulting services in connection with
its integrated Internet access system. Moreover, all sales of computer hardware
and/or software of Bern Communications were discontinued effective as of the
settlement. Bern Communications did nevertheless continue to provide help desk
functions as well as network management services pursuant to its existing
contractual arrangements. All such contractual arrangements were terminated on
or about November, 1997.
12
On May 29, 1998, a newly formed wholly-owned subsidiary of Prime
acquired, by merger, CMT. Pursuant to the Merger Agreement, dated May 29, 1998,
the subsidiary was merged into CMT and all of the outstanding shares of capital
stock of CMT were converted into an aggregate of 1,611,000 shares of Common
Stock, par value $.01 per share, of Prime (CMT Merger), representing
approximately 26.4% (after consummation of the CMT Merger) of Prime's issued and
outstanding Common Stock. The CMT Merger was accounted for as a reverse
acquisition whereby CMT was treated as the acquirer for financial reporting
purposes. In connection with the CMT Merger, the Company changed its fiscal year
end from May 31, to December 31, which year end corresponds with the fiscal year
end for CMT.
On December 22, 1998, each of Prime Cellular of Florida, Inc. and Bern
Communications, Inc., as wholly-owned subsidiaries of Prime no longer conducting
business, merged with and into Prime pursuant to a short-form affiliate merger.
Sentigen Corp. was formed by Prime in February of 2000. Prime changed
its name to Sentigen Holding Corp. on June 23, 2000, at which time our ticker
symbol changed to SGHL.
In November 2000, we consummated a private offering in which we sold
863,834 shares of our common stock, at $6.00 per share, for aggregate gross
proceeds of $5,183,004.
ITEM 2. PROPERTIES
Since June 1998, our executive offices have been located at 580
Marshall Street, Phillipsburg, New Jersey 08865 (the Phillipsburg facility). The
Phillipsburg facility consists of approximately 6,651 square feet of laboratory,
manufacturing and office/warehouse space. The property is owned by our
wholly-owned subsidiary, CMT. The Phillipsburg facility was acquired in
connection with the CMT Merger subject to a mortgage and note, dated February
10, 1997, in the aggregate principal amount of $287,600. As of December 31,
2000, the balance due under the note is $266,846. We also lease approximately
750 square feet of administrative office space at 445 Marshall Street,
Phillipsburg, New Jersey 08865. Our rental expense for the administrative office
space for the year ended December 31, 2000 was $12,000.
We conduct Sentigen Corp.'s research and development activities from a
leased facility totaling approximately 2,000 square feet at 3960 Broadway, New
York, New York 10032. Our rental expense for the space was $38,391 for the year
ended December 31, 2000. The lease expires in April 2002, but contains extension
options through May 2003.
We also lease approximately 980 square feet of administrative office
space at 434 East Cooper Street, Aspen, Colorado 81611. Our rental expense for
this property was $32,929 for the year ended December 31, 2000. Our lease
expires in April 2001 and we are currently negotiating a new two-year extension.
On March 22, 2001, CMT signed a three-year lease for approximately
3,000 square feet of laboratory space at 418 Industrial Drive, North Wales, PA
19454. This space is to accommodate growth opportunities for CMT's HTS
applications and assay development services. Rental expense on this property is
$1,500 per month.
We routinely evaluate our facilities for adequacy in light of our plans
for growth in various geographic markets. Our plans may require us to lease
additional facilities in the future. We are currently evaluating the economic
and competitive feasibility of expanding CMT's operating facilities. We are
currently in negotiations to lease an additional 6,500 square feet in
Phillipsburg, NJ.
13
ITEM 3. LEGAL PROCEEDINGS
Not Applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Our Company's Common Stock is traded on the OTC Bulletin Board under
the symbol SGHL. The following table sets forth the high and low bid prices for
the common stock as reported on the OTC Bulletin Board for the periods
indicated. The prices represent inter-dealer quotations, which do not include
retail markups, markdowns or commissions and may not necessarily represent
actual transactions. Our stock symbol changed from PCEL to SGHL in June 2000.
Period High ($) Low ($)
------- -------- -------
Fiscal 2000
Fourth quarter $ 10.5000 $ 6.0000
Third quarter 7.2500 4.2500
Second quarter 6.2500 2.2500
First quarter 6.3750 1.6250
Fiscal 1999
Fourth quarter $ 2.1250 $ 0.7500
Third quarter 2.8750 1.5000
Second quarter 2.2500 0.8750
First quarter 0.8750 0.8750
On March 26, 2001, the average of the bid and ask prices for our common
stock was $6.31, as reported by the OTC Bulletin Board. As of March 26, 2001,
there were 7,046,674 shares of common stock outstanding. We believe that there
are in excess of 300 beneficial owners of our common stock, whose shares are
held of record or in street name.
Dividend Policy
To date, we have not declared or paid any cash dividends on our Common
Stock. The payment of dividends, if any, in the future is within the discretion
of the Board of Directors and will depend upon our earnings, our capital
requirements and financial condition and other relevant factors. We currently
intend to retain all earnings, if any, to finance our continued growth and the
development of our business. We do not expect to declare or pay any cash
dividends in the foreseeable future.
15
Recent Sales of Unregistered Shares
During the year ended December 31, 2000, we made the following sales
of unregistered securities
If Option, Warrant
Consideration Received and or Convertible
Description of Underwriting Exemption from Security, Terms of
Title of Number or Other Discounts to Market Registration Exercise or
Date of Sale Security Sold Price Afforded to Purchasers Claimed Conversion
------------- --------- ----- ----------------------------- -------------- ------------------
1/3/00 (1) 22,850 Options granted under 1990 4(2) Exercisable for 10 years
Stock Plan; no cash consideration from date of grant with
received by us until exercise. vesting from 1-5 years
at an exercise price of
$1.81 per share.
3/29/00 (1) 495,000 Options granted under the 2000 4(2) Exercisable for 5 years
Performance Equity Plan, no cash from date of grant with
consideration received by us until vesting from 0-3 years
exercise. at an exercise price of
$5.00 per share.
6/21/00 (2) 75,000 Common stock issued in 4(2) Not applicable.
connection with an exclusive
license agreement.
8/8/00 (1) 30,000 Options granted under the 2000 4(2) Exercisable for 10 years
Performance Equity Plan, no cash from date of grant with
consideration received by us until vesting from 0-3 years
exercise. at an exercise price of
$6.00 per share.
9/15/00 (1) 66,000 Options granted under the 2000 4(2) Exercisable for 5 years
Performance Equity Plan, no cash from date of grant with
consideration received by us until vesting from 1-4 years
exercise. at an exercise price of
$9.00 per share.
9/15/00 (1) 134,000 Options granted under the 2000 4(2) Exercisable for 10 years
Performance Equity Plan, no cash from date of grant with
consideration received by us vesting from 1-4 years
until exercise. at an exercise price of
$9.00 per share.
11/21/00 (2) 863,834 Common stock issued pursuant to 4(2) Not applicable.
a private placement consummated
on November 21, 2000. The
common stock was issued at $6.00
per share. We received gross
proceeds of $5,183,004.
16
If Option, Warrant
Consideration Received and or Convertible
Description of Underwriting Exemption from Security, Terms of
Type of Number or Other Discounts to Market Registration Exercise or
Date of Sale Security Sold Price Afforded to Purchasers Claimed Conversion
------------- --------- ----- ----------------------------- ---------------- ------------------
11/21/00 (3) 44,810 Warrants issued in connection with 4(2) Exercisable for 5 years
our private placement. No cash from date of grant at an
consideration received by us until exercise price of $6.00
exercise. per share.
12/20/00 (1) 50,000 Options granted under the 2000 4(2) Exercisable for 10 years
Performance Equity Plan, no cash from date of grant with
Consideration received by us until vesting from 1-5 years
exercise. at an exercise price of
$6.25 per share.
12/20/00 (1) 50,000 Options granted under the 2000 4(2) Exercisable for 5 years
Performance Equity Plan, no cash from date of grant with
consideration received by us until vesting from 0-4 years
exercise. at an exercise price of
$6.25 per share.
12/20/00 (1) 7,000 Options granted under the 2000 4(2) Exercisable for 5 years
Performance Equity Plan, no cash from date of grant with
consideration received by us until vesting fully upon grant
exercise. at an exercise price of
$6.25 per share.
(1) Options to purchase common stock issued to employees or consultants
(2) Common stock
(3) Warrants to purchase common stock
17
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data at and for the years ended
December 31, 2000, 1999, 1998, 1997, and 1996 has been derived from our audited
financial statements for each of the years. Such information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the financial statements and the notes thereto
appearing elsewhere in this Report.
Fiscal Year Ended December 31,
------------------------------
2000 1999 1998 1997 1996
----- ----- ----- ----- ----
Income Statement Data:
Total revenues $4,729,503 $3,916,581 $2,127,233 $2,180,190 $1,471,221
---------- ---------- ---------- ---------- ----------
Net income (loss) $ (126,715) $ 641,114 $ (698,674) $ (209,621) $ (62,617)
---------- ---------- ---------- ---------- ----------
Basic earnings
per common share $ (0.02) $ 0.11 $ (0.16) $ (0.17) $ (0.07)
---------- ---------- ---------- ---------- ----------
Diluted earnings
per common share $ (0.02) $ 0.10 $ (0.16) $ (0.17) $ (0.07)
---------- ---------- ---------- ---------- ----------
Balance Sheet Data:
Total assets $13,419,909 $7,428,682 $11,825,683 $2,028,457 $ 706,964
---------- ---------- ---------- ---------- ----------
Long - Term Debt $ 635,001 $1,092,095 $ 826,024 $ 748,738 $ 3,872
---------- ---------- ---------- ---------- ----------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Comparison of Year Ended December 31, 2000 to Year Ended December 31, 1999
Revenue for the year ended December 31, 2000 was $4,729,503 as compared
to $3,916,581 for the year ended December 31, 1999. This $812,922 or 21%
increase in revenues was the result of a $620,318 or 26% increase in contract
revenue and a $192,604 or 13% increase in sales of goods.
The increase in contract revenue is due to three factors: (i) a more
effective sales and marketing program resulting from the addition of our
business development director (ii) our contract R&D services offered in
molecular biology, protein bio-chemistry, bio-processing and mouse genetics are
transitioning from smaller, shorter-term projects to larger, long-term research
partnerships which carry higher contract values and (iii) more aggressive HTS
programs with extended screening times which require more of our HTS
applications and technology development services.
The increase in sales of goods was the result of three factors: (i) a
more effective sales and marketing program, (ii) increased business from
companies private labeling our media and (iii) an increased use of our ES lines.
Income after direct costs for the year ended December 31, 2000 was
$2,651,575 or a 56% margin, as compared to $2,124,638 or a 54% margin for the
year ended December 31, 1999. The increase in margins was due to a more
efficient utilization of facilities and headcount during the year and a shift
towards higher margin contract R&D relationships.
Research and development costs increased from $9,713 for the year ended
December 31, 1999 to $689,303 for the year ended December 31, 2000. This
increase was due to the research activities of Sentigen Corp. which was not in
18
existence in 1999. Included in our research costs are the stock-based
compensation costs of our Scientific Advisory Board which totaled $213,729 for
the year ended December 31, 2000.
Other operating expenses increased from $1,091,421 for the year ended
December 31, 1999 to $1,497,641 for the year ended December 31, 2000. This
increase of $406,220 or 37% was due to higher wages and increased sales and
marketing expenses.
Corporate activities resulted in net expense of $505,634 for the year
ended December 31, 2000 as compared to a net expense of $382,390 for the year
ended December 31, 1999. The increase of $123,244 or 35% is the result of
increased gross wages and legal costs during the year.
As a result of the foregoing, net income declined from $641,114 for the
year ended December 31, 1999 to a net loss of $126,715 for the year ended
December 31, 2000.
Comparison of Year Ended December 31, 1999 to Year Ended December 31, 1998
Revenue for the year ended December 31, 1999 was $3,916,581 as compared
to $2,127,233 for the year ended December 31, 1998. This 84% or $1,789,348
increase in revenue was a result of a $313,281 or 26% increase in sales of
goods, plus by a $1,476,067 or 159% increase in contract revenue. During the
year ended December 31, 1998, MCS was primarily focused on hiring and recruiting
personnel and setting up laboratory space and an internal infrastructure to
transition the majority of the research work from subcontractors to in-house.
This staff up and build out period was completed late in 1998, which allowed the
division to focus on aggressively promoting its services. This anticipated
increase in contract revenue materialized during the year ended December 31,
1999.
Income after direct costs for the year ended December 31, 1999 was
$2,124,638 as compared to $668,976 for the year ended December 31, 1998. This
$1,455,662 or 218% increase in income after direct costs was a result of a
$221,126 or 40% increase from sales of goods, plus a $1,234,536 or 1095%
increase from contract revenue. This increase from the contract revenue division
was attributable to the more efficient utilization of manpower and material
which was achieved as a direct result of a significant increase in research
contracts which resulted in higher margins for the year ended December 31, 1999
as compared to the year ended December 31, 1998. The margins for the SM division
increased for the year ended December 31, 1999 as compared to the year ended
December 31, 1998 as a result of an increase in sales of higher gross profit
items during the year ended December 31, 1999.
Corporate activities for the year ended December 31, 1999 resulted in a
net expense of $382,390 as compared to a net expense of $159,278 for the year
ended December 31, 1998. This $223,112 net increase in expense resulted
principally from increased selling, general and administrative expenses plus
interest expense, partially offset by interest income, all of which resulted
from Prime, and was only included from May 29, 1998 (upon the merger with CMT)
for the year ended December 31, 1998. These income and expense items
attributable to Prime were included from January 1, 1999 for the year ended
December 31, 1999.
As a result of the foregoing, the net income increased to $641,114 for
the year ended December 31, 1999 as compared to a net loss of ($698,674) for the
year ended December 31, 1998.
In conjunction with the consummation of the CMT Merger on May 29, 1998,
all of the outstanding shares of capital stock of CMT were converted into an
aggregate of 1,611,000 shares of common stock, par value of $.01 per share of
Prime, representing approximately 26.4% (after consummation of the Merger) of
Prime's issued and outstanding common stock. This transaction was accounted for
as a reverse acquisition whereby CMT was the acquirer for accounting purposes.
The assets and liabilities were recorded at their historical amounts from the
date of acquisition. The historical consolidated financial statements prior to
May 29, 1998 are those of CMT with all common stock data restated into the
equivalent capital structure of Prime.
Liquidity and Capital Resources
At December 31, 2000 the Company had $281,547 in cash, $10,417,369 in
investment securities and working capital of $5,462,235.
19
Net cash provided by operating activities was $421,319 for the year
ended December 31, 2000 and $371,456 for the year ended December 31, 1999. This
change is the result of the following: (i) CMT increased its net cash provided
by operating activities from $527,641 to $1,072,200, an increase of $544,559 or
103% (ii) Sentigen Corp. was formed in February of 2000 and used cash for
operating activities totaling $400,402 and (iii) cash used for corporate
operating activities for the year ended December 31, 2000 increased $94,294
from $509,122 for the year ended December 31, 1999.
Sentigen Corp. was formed in February of 2000 and is focusing
completely on research and development activities. Our licensing agreement with
The Trustees of the Columbia University in New York calls for us to contribute a
minimum of $1,000,000 into Sentigen Corp. within one year of the date of the
agreement or the Company must be involved in active negotiations to raise
$1,000,000 in additional funding. We satisfied this provision through the
consummation of our private placement in November 2000.
Another provision of the agreement calls for a minimum of $50,000 per
six month period or $100,000 per annual period to be spent on bona fide
research and development of the patents and licenses subject to the agreement
from the second through the fourth years of the Agreement (April 2002 through
April 2004) or the Company must be involved in active negotiations to raise
$1,000,000 in additional funding. We believe that we have enough capital
resources to meet the financial requirements of this provision for the following
year.
We consummated a private placement of common stock in November 2000, in
which we raised aggregate gross proceeds of $5,183,004. Sentigen Corp. borrowed
$240,000 under a $500,000 equipment loan commitment for the purchase of
laboratory and research equipment.
Inflation
Inflation has historically not had a material effect on the Company's
operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This information appears in a separate section of this report following
Part IV.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
20
PART III
ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT
The following are our current executive officers, directors and key
employees:
Name Age Position
Executive Officers and Directors:
Joseph K. Pagano 55 President, Chairman of the Board and Director
Fredrick B. Rolff 29 Chief Financial Officer, Treasurer, Secretary,
and Vice President - Finance
Thomas Livelli 48 Director and President and Chief Executive
Officer of CMT
Frederick R. Adler 75 Director
Brett Fialkoff 34 Director
Joel M. Pearlberg 63 Director
Samuel A. Rozzi 55 Director
Key Employees:
Kevin J. Lee, PhD 38 Executive Vice President - Research, Sentigen
Corp.
Richard Malavarca 47 Chief Operating Officer and Vice President of
CMT
Joseph K. Pagano has served as our President since June 1994. Mr.
Pagano has also served as a Director since 1991, as Chairman of the Board since
June 1996 and as Chief Financial Officer from June 1994 until July 1996. From
1991 until April 1999, we had engaged Mr. Pagano as a consultant, commencing an
employment relationship thereafter. Mr. Pagano has been a private investor for
more than the past five years. Mr. Pagano has been active in venture capital for
over 20 years, with investments in a wide variety of industries, including,
among others, computers, medical equipment, biotechnology, communications,
retailing and outsourcing. He was a founding investor in Ribi Immunochem, one of
the earliest biotechnology companies to go public and one of the first to focus
on cancer vaccines. He participated in and arranged early financing with Amcell
Cellular Communication, which was sold to Comcast. He was a founding investor of
NMR of America, the first MRI center business to go public and was also a
founding Director of Office Depot, the first office warehouse to go public.
Fredrick B. Rolff, has served as our Chief Financial Officer,
Treasurer, Secretary and Vice President - Finance since January 2001. Prior to
joining our company, Mr. Rolff was Director, Financial Strategy for Rare Medium
Group, Inc. (Nasdaq: "RRRR") an internet development and venture capital firm
from April 1999 until November 2000. From September 1993 until January 1998, Mr.
Rolff was employed by the Financial Services Group at KPMG LLP where he assisted
European reinsurance companies with U.S. accounting and reporting standards. Mr.
Rolff earned an MBA in Finance from Fordham University in 1999 and a BS in
Accounting from Villanova University in 1993. Mr. Rolff is a Certified Public
Accountant and a candidate in the Chartered Financial Analyst program. Mr. Rolff
is the nephew of Samuel A. Rozzi.
21
Thomas Livelli has been a Director since June 1998. He has been the
President and Chief Executive Officer of CMT since May 1997. He was also
President of CMT's predecessor companies from 1987 until May 1997. From January
1986 until July 1997, Mr. Livelli was a laboratory manager at the Howard Hughes
Medical Institute at Columbia University. Prior to 1986, Mr. Livelli worked at
Merck Research Laboratories and Cistron Biotechnology, directing their
respective gene expression programs. While at Cistron, Mr. Livelli was a
visiting scholar at Columbia University. Mr. Livelli maintains a part-time
faculty appointment at Columbia University College of Physicians & Surgeons in
the Department of Neurobiology and Behavior.
Frederick R. Adler has been a Director since May 1996. Mr. Adler is
Managing Director of Adler & Company, a venture capital management firm he
organized in 1968, and a general partner of its related investment funds. Since
January 1996, Mr. Adler has been of counsel to the law firm of Fulbright &
Jaworski L.L.P. and was a senior partner in the firm for more than five years
prior to that. Mr. Adler is also chairman and director of Shells Seafood
Restaurants, Inc. as well as a director of various private companies. Mr. Adler
is a member of the Board of Managers of Memorial Sloan-Kettering Cancer Center
(New York, NY) and a member of the Dean's Advisory Board of the Harvard Law
School (Cambridge, MA).
Brett Fialkoff has been a Director since February 2000. Since 1993, Mr.
Fialkoff has been associated with Performance Capital, LP, a broker-dealer, and
certain of its affiliates.
Joel M. Pearlberg has been a Director since February 2001. Mr.
Pearlberg is General Partner of Steinhardt Partners, L.P., a private hedge fund
he joined in January 1991. Mr. Pearlberg graduated from New York University with
a B.S. in Accounting and is a Certified Public Accountant. In 1962, he joined
the public accounting firm of Harry Goodkin & Co. where he rose to the position
of Managing Partner. In April 1983, he started the firm of J.M. Pearlberg &
Company, a public accounting firm specializing in investment partnerships,
security taxation and tax planning for high net worth individuals. In April
1989, he joined HPB Associates, L.P., a private investment partnership as
controller.
Samuel A. Rozzi has been a Director since January 1997. He previously
served as a Director from 1991 until June 1996. Mr. Rozzi has been the President
of Corporate National Realty, Inc., a corporate real estate brokerage and
services firm, since September 1988. Mr. Rozzi is the uncle of Fredrick B.
Rolff.
Kevin J. Lee, PhD has served as the Executive Vice President - Research
for our wholly owned subsidiary, Sentigen Corp. since March 2000. Since 1985,
Dr. Lee has been using molecular genetic techniques to study neurobiology in the
fruit fly Drosophila melanogaster and the mouse at various universities
including the University of California and the Massachusetts Institute of
Technology. When working with Drs. Lily and Yuh Nung Jan at the University of
California at San Francisco, he was involved in the cloning of the Shaker
potassium channel gene. Dr. Lee was also a pioneer in the development of
enhancer trapping, a technique that has had a profound impact on gene discovery
and analysis in Drosophila. In subsequent work with Dr. Hermann Steller at MIT,
he used these techniques to analyze the development of the visual system in the
fruit fly. Dr. Lee is a graduate of the University of Michigan and MIT, Dr. Lee
was a postdoctoral fellow and an Associate Research Scientist in the Center for
Neurobiology and Behavior at Columbia University where he worked with Dr. Thomas
Jessell. Dr. Lee was a National Science Foundation fellow at MIT and a Life
Sciences Foundation Fellow of the Howard Hughes Medical Institute at Columbia
University.
Richard Malavarca has been Vice President of CMT and its predecessor
company since 1987 and Chief Operating Officer of CMT since January 2000. Mr.
Malavarca served as a director from June 1998 to December 2000. Prior to May
1987, Mr. Malavarca worked at the Harvard Medical School, The Roche Institute
for Molecular Biology, Merck Research Laboratories and Cistron in basic research
involving developmental biology, molecular and cell biology.
Directors are elected annually by the stockholders. Officers are
elected annually by the Board of Directors and serve at the discretion of the
Board of Directors.
22
Scientific Advisory Board
In connection with the formation of Sentigen Corp. we created a
Scientific Advisory Board consisting of leading scientists in the field of
olfaction and chemosensation. The scientific advisory board generally advises us
concerning long-term scientific planning, research and development, and also
evaluates our research programs, recommends personnel to us and advises us on
specific scientific and technical issues. The scientific advisory board formally
meets at least once per quarter, and some individual scientific advisors consult
with and meet informally with us on a more frequent basis. Our scientific
advisors were granted options to purchase shares of our common stock and we have
entered into consulting agreements with them. None of our scientific advisors is
employed by us, and any or all of our advisors may have commitments to or
consulting or advisory contracts with their employers or other entities that may
conflict or compete with their obligations to us. The members of our scientific
advisory board are:
Dr. Richard Axel Professor at Columbia University and an
Investigator for the Howard Hughes
Medical Institute
Cornelia Bargmann, PhD Professor at the University of California,
San Francisco and an Investigator for the
Howard Hughes Medical Institute
Dr. Gerald M. Edelman Director of The Neurosciences Institute,
President of Neurosciences Research
Foundation, Chairman of the Department of
Neurobiology and Professor at The Scripps
Research Institute
Wendell L. Roelofs, PhD Liberty Hyde Bailey Professor of Insect
Biochemistry at Cornell University's New
York State Agricultural Experiment Station
Leslie Voshall, PhD Assistant Professor and Head of Laboratory
at the Rockefeller University
Dr. Richard Axel is the chairman of our Scientific Advisory Board. Dr.
Axel is a graduate of Columbia College and The Johns Hopkins School of Medicine.
In early work, Dr. Axel and his colleagues developed gene transfer techniques
that permitted introduction of virtually any gene into any cell, allowing
analysis of gene function in vivo. These experiments in cell transformation led
to the isolation and functional analysis of the gene for the T-cell surface
protein, CD4, the cellular receptor for HIV.
More recently, Dr. Axel has been applying the techniques of molecular
biology to problems in neurobiology and his work has been largely concerned with
the molecular logic of olfactory perception. This research has provided
important insights into how the recognition of odors is translated into an
internal representation of sensory quality in the brain.
In recognition of his work in molecular genetics, Dr. Axel has received
numerous awards: the Passano Foundation Young Scientist Award, the Alan T.
Waterman Award from the National Science Foundation, the Eli Lilly Award in
Biological Chemistry, the New York Academy of Sciences Award in Biological and
Medical Sciences, the Lounsbery Award from the National Academy of Sciences, the
John Jay Award from Columbia University, and the Science Pour L'Art Award, LMVH,
Paris. Dr. Axel was the 1996 co-recipient of the Unilever Science Award, and in
1997 was the co-recipient of the Rosenstiel Award. In 1998, he received the
Bristol Meyers Squibb Award for Excellence in Neuroscience, and in 1999, the
Hamilton Medal from Columbia University. Dr. Axel is a member of the National
Academy of Sciences, and the American Academy of Arts and Sciences.
23
Cornelia Bargmann, PhD did her graduate work with Dr. Robert Weinberg
at the Whitehead Institute for Biomedical Research, where she participated in
the discovery of several human oncogenes, and her postdoctoral work with Dr. H.
R. Horvitz at MIT, where she characterized chemosensory responses of the
nematode C. elegans.
Her work focuses on olfactory signaling mechanisms and on the genetics
of behavior. Her lab's experimental approach combines behavioral approaches with
classical genetics and molecular biology. Dr. Bargmann's lab was the first to
identify an odorant receptor that recognizes a specific odor, and to demonstrate
that the loss of the receptor led to a behavioral defect in the odor response.
The lab demonstrated that the behavioral response to an odor is encoded by the
olfactory neuron, and that misexpressing an odorant receptor in an inappropriate
neuron can alter the behavioral response to the odor. In addition, the lab has
characterized the genetic basis of natural behavioral variation, identifying a
neuropeptide receptor as the regulator of a social feeding response.
Dr. Bargmann has been the recipient of numerous prizes and awards for
her research, including the Charles W. Herrick Award, the W. Alden Spencer
Award, and the Takasago Award. She serves as an editor of the scientific
journals Cell, Neuron, and Genes and Development, and as a scientific advisor to
the Klingenstein Fund for Epilepsy Research, the National Institutes of
Neurological Disorders and Stroke, and the Damon Runyon-Walter Winchell Cancer
Research Fund.
Dr. Gerald M. Edelman has made significant research contributions in
biophysics, protein chemistry, immunology, cell biology, and neurobiology. His
early studies on the structure and diversity of antibodies led to the Nobel
Prize for Physiology in 1972. He then began research into the mechanisms
involved in the regulation of primary cellular processes, particularly the
control of cell growth and the development of multicellular organisms. He has
focused on cell-cell interactions in early embryonic development and in the
formation and function of the nervous system. These studies led to the discovery
of cell adhesion molecules (CAMs), which have been found to guide the
fundamental processes by which an animal achieves its shape and form, and by
which nervous systems are built. One of the most significant insights provided
by this work is that the precursor gene for the neural cell adhesion molecule
gave rise in evolution to the entire molecular system of adaptive immunity.
Dr. Edelman has formulated a detailed theory to explain the development
and organization of higher brain functions in terms of a process known as
neuronal group selection. This theory was presented in his 1987 volume Neural
Darwinism, a widely known work. Dr. Edelman's continuing work in theoretical
neuroscience includes designing new kinds of machines, called recognition
automata, that are capable of carrying out tests of the self-consistency of the
theory of neuronal group selection and promise to shed new light on the
fundamental workings of the human brain. A new, biologically based theory of
consciousness extending the theory of neuronal group selection is presented in
his 1989 volume The Remembered Present. His most recent book, Bright Air,
Brilliant Fire, published in 1992, continues to explore the implications of
neuronal group selection and neural evolution for a modern understanding of the
mind and the brain.
Dr. Edelman was born in New York City in 1929. He earned his B.S.
degree at Ursinus College and an M.D. at the University of Pennsylvania. He
spent a year at the Johnson Foundation of Medical Physics, and after a medical
house officership at the Massachusetts General Hospital, he served as a Captain
in the Army Medical Corps. In 1960 he earned his PhD at The Rockefeller
Institute (now University). In addition to the Nobel Prize, Dr. Edelman has been
the recipient of numerous awards and honors, including many honorary degrees. He
is a member of the National Academy of Sciences, the American Philosophical
Society, and several foreign societies, including the Academy of Sciences,
Institute of France. He is author of over 450 research publications.
Wendell L. Roelofs, PhD was born in 1938 in Orange City Iowa. He
obtained a B.S. in Chemistry in 1960 from Central College in Pella, Iowa, and a
PhD in Organic Chemistry in 1964 from Indiana University. He served at the
Massachusetts Institute of Technology as a postdoctoral fellow in Chemistry and
then as an Assistant Professor at Cornell University Entomology Department's
Agricultural Experiment Station, where he currently serves as The Liberty Hyde
Bailey Professor of Insect Biochemistry. For three decades Dr. Roelofs' research
efforts have led to promising non-pesticidal, sustainable pest management
technologies based on behavioral, physiological and biochemical insect traits.
Dr. Roelofs research has identified pheromone blends of more than 50 major
agricultural pests. These advances have led to a worldwide pheromone industry
worth over $100 million. Dr. Roelofs received the Kenneth A. Spencer Award in
Food and Agricultural Chemistry from the American Chemical Society in February
2001. Dr. Roelofs has received numerous other awards for his research efforts
including: Alexander Humbolt Award, The Wolf Foundation Prize in Agriculture and
The National Medal of Science. He is author or co-author of over 320 research
publications.
24
Leslie Voshall, PhD was a postdoctoral fellow and Associate Research
Scientist at the Center for Neurobiology and Behavior at Columbia University,
where she worked with Dr. Richard Axel. In her work at Columbia, she identified
the Drosophila odorant receptors and made pioneering contributions to the
molecular genetics of insect olfaction. She graduated with an A.B. in
Biochemistry from Columbia University, where she was a John Jay Scholar. Her
Ph.D. work was conducted at the Rockefeller University, and involved the study
of the behavior genetics of biological rhythms.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our
officers and directors, and persons who beneficially own more than 10 percent of
a registered class of the Company's equity securities, file certain reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors, and greater than 10 percent beneficial stockholders are
required by SEC regulation to furnish us with copies of all Section 16(a) forms
they file.
Based solely on our review of the copies of such forms received by the
Company, or representations obtained from certain reporting persons, we believe
that during the year ended December 31, 2000 all filing requirements applicable
to its officers, directors, and greater than 10 percent beneficial stockholders
were complied with, except that Richard Malavarca, a former director of the
Company, filed one Form 4 late, which Form 4 reported two transactions.
ITEM 11. EXECUTIVE COMPENSATION
The following table discloses the compensation awarded by us to (i)
each of our President and Chief Financial Officer for the years ended December
31, 2000, 1999 and 1998 and (ii) the President of CMT for the years ended
December 31, 2000, 1999 and 1998. During the most recent twelve (12) month
period ended December 31, 2000, none of our or our subsidiaries' other officers
received a total salary and bonus that exceeded $100,000 during such twelve (12)
month period.
Long Term
Compensation
Securities All
Underlying Other
Name and Principal Position Year Salary Bonus Options/SARs (#) Compensation ($)
--------------------------- ---- ------ ----- ---------------- ----------------
Joseph K. Pagano 2000 $ 85,000 - 200,000(1) -
President and Chairman of 1999 51,495(2) - - 29,638(2)
The Board 1998 - - 75,000(2)
Robert A. Reinhart 2000 $ 125,000 $ 2,591(3) - -
Former Chief Financial 1999 128,887 - - -
Officer, Treasurer, 1998 125,000 - 65,000(4) -
Secretary and Vice
President - Finance
Fredrick B. Rolff 2000 $ 10,240(5) $ 324(3) 50,000(6) -
Chief Financial Officer
Treasurer, Secretary and
Vice President - Finance
Thomas Livelli 2000 $ 135,000 $ 2,591(3) - -
President and Chief 1999 151,885 - - -
Executive Officer of CMT 1998 138,462(7) - - -
(1) On September 15, 2000, we granted Mr. Pagano stock options to purchase
an aggregate of 200,000 shares of our common stock at $9.00 per share,
of which options to purchase 66,000 shares of our common stock expire
on September 15, 2005 and options to purchase 134,000 shares of our
common stock expire on September 15, 2010. The options vest in 4 equal
annual installments commencing on September 15, 2001.
25
(2) Mr. Pagano, was elected as our President on June 15, 1994. Mr. Pagano
received a consulting fee of $75,000 per annum plus reimbursement of
documented expenses incurred on behalf of our company until May 1999,
at which time he became an employee at a salary of $85,000 per annum.
(3) Management of CMT and the Chief Financial Officer of our Company was
paid a bonus based on CMT's pre-tax income for the year ended
December 31, 2000. Each individual's bonus was prorated for months of
service for the year ended December 31, 2000.
(4) Includes (a) stock options to purchase 40,000 shares of common stock
granted pursuant to an agreement dated October 25, 1996, having an
exercise price of $2.50 per share, which options vested immediately and
expire on October 25, 2001, and (b) stock options to purchase 25,000
shares of common stock granted pursuant to an agreement dated April 20,
1998, having an exercise price of $2.25 per share, which options vested
in 2 equal annual installments commencing on the first anniversary of
the date of grant and expire April 20, 2003. The options issued on
October 25, 1996 were subsequently re-priced on January 16, 1998 to
$0.75 per share representing the fair market value of our common stock
on that date. In March 2001, Mr. Reinhart exercised 25,000 options.
(5) Mr. Rolff joined our company on November 13, 2000 at an annual salary
of $75,000.
(6) On December 20, 2000, Mr. Rolff was granted options to purchase 50,000
shares of our common stock at $6.25 per share. The options vest in 5
equal annual installments commencing on December 20, 2001 and expire on
December 20, 2010.
(7) Reflects Mr. Livelli's (i) effective salary rate of $135,000 (as
amended at May 29, 1998 following the merger of CMT) for the year ended
December 31, 1998, prorated from May 29, 1998, when he was elected
president of CMT, and (ii) effective salary rate of $150,000 for the
year ended December 31, 1998, prorated for the five months ended May
29, 1998.
Compensation Arrangements for Current Executive Officers
On May 24, 1999, we entered into an employment agreement with Joseph K.
Pagano to serve as our president, replacing the consulting agreement that we had
with Mr. Pagano. The agreement was for an initial term of one year. Mr. Pagano
is currently serving under an automatic renewal provision in his employment
agreement, which provides for one year extensions upon the expiration of each
one year term if no notice is given by us or Mr. Pagano that such party desires
not to extend the employment agreement. The employment agreement provides for an
annual base compensation of $85,000. In connection with the employment
agreement, the termination date of 217,000 options previously granted to Mr.
Pagano under the 1990 Plan were extended an additional three years to May 24,
2004. On September 15, 2000, we granted Mr. Pagano stock options to purchase an
aggregate of 200,000 shares of our common stock at $9.00 per share, of which
options to purchase 66,000 shares of our common stock expire on September 15,
2005 and options to purchase 134,000 shares of our common stock expire on
September 15, 2010. The options vest in four equal annual installments
commencing on September 15, 2001. In March 2001, we increased Mr. Pagano's
annual base compensation to $175,000.
In connection with the merger of CMT, we assumed the employment
agreement with Thomas Livelli, pursuant to which Mr. Livelli served as President
and Chief Executive Officer of CMT through May 22, 2000. Mr. Livelli is
currently serving under an automatic renewal provision of his employment
agreement until May 22, 2001. The employment agreement provides for an annual
base compensation of $135,000. The employment agreement provides for Mr.
Livelli's employment on a full-time basis and contains a provision that the
employee will not compete with us during the term of the employment agreement
and for a period of one year thereafter. In January 2001, we increased Mr.
Livelli's annual base compensation to $150,000.
We do not have an employment agreement with Fredrick B. Rolff.
Director Compensation
Directors receive no cash compensation for serving on the Board of
Directors or for attending Board or Committee meetings (if any). Non-employee
26
directors are eligible to be granted non-qualified stock options under the
Company's 1990 Stock Option Plan and the 2000 Performance Equity Plan.
Nonqualified stock options may be exercised for up to 10 years from the date of
grant at such exercise prices as the Board of Directors may determine.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
We do not have a compensation committee. Decisions as to compensation
during fiscal 2000 were made by our Board of Directors. Mr. Pagano, our
President, and Mr. Livelli, the President of CMT, served as members of the Board
of Directors during fiscal 2000. Mr. Malavarca, the Vice President of CMT
resigned from the Board of Directors during fiscal 2000. No other executive
officer served as a member of the compensation committee of any other entity
during fiscal 2000.
Option Grants
The following table represents the stock options granted in the fiscal
year ended December 31, 2000 to our executive officers identified in the Summary
Compensation table above.
Options Granted in Last Fiscal Year
-----------------------------------
Percent Realizable
Value at Assumed
Number of Percent of Total Annual Rates of
Securities Options Granted Stock Price
Underlying to Employees Appreciation for
Options During the Fiscal Exercise Price Expiration Option Term ($) (1)
Name of Executive Granted(#) Year (%) Per Share ($) Date 5% 10%
----------------- ----------- -------- -------------- ---------- --------- -----------
Joseph K. Pagano 66,000 8% $9.00 9/15/05 $ - $ 97,020
Joseph K. Pagano 134,000 15% $9.00 9/15/10 $213,060 $1,053,240
Fredrick B. Rolff 50,000 6% $6.25 12/20/10 $217,000 $ 530,500
Kevin J. Lee 200,000 23% $5.00 3/29/05 $660,000 $1,094,000
(1) The above information concerning five percent and ten percent assumed
annual rates of compounded stock price appreciation is mandated by the
Securities and Exchange Commission. There is no assurance provided to
any executive officer or to any other optionee that there will be
appreciation of the stock price over the option term or that the
optionee will realize any gains with respect to the options. The
closing price of our common stock on December 29, 2000 was $6.50 per
share.
The following table sets forth the fiscal year end option values of outstanding
options at December 31, 2000 and the dollar value of unexercised, in-the-money
options for our executive officers identified in the Summary Compensation table
above.
Aggregated Fiscal Year End Option Values
-----------------------------------------
Number of Securities Underlying Dollar Value of Unexercised in
Unexercised Options the-Money Options
at December 31, 2000: at December 31, 2000(1):
Name Exercisable (#) Unexercisable(#) Exercisable ($) Unexercisable ($)
- ----- --------------- ---------------- --------------- -----------------
Joseph K. Pagano 217,000(2) 200,000 $ 1,057,875 $ -
Robert A. Reinhart 65,000(3) - $ 336,250 $ -
Fredrick B. Rolff - 50,000 $ - $ 12,500
Kevin J. Lee - 200,000 $ - $300,000
(1) These values are based on the difference between the closing sale price
of our common stock on December 29, 2000 of $6.50 and the exercise
27
prices of the options, multiplied by the number of shares of common
stock subject to the options.
(2) Stock options granted by the board of directors as of May 14, 1996
under our 1990 Stock Option Plan having an exercise price of $1.625 per
share, which options are currently exercisable and, as amended, expire
May 14, 2004.
(3) Includes (a) stock options to purchase 40,000 shares of common stock
granted pursuant to an agreement dated October 25, 1996, having an
exercise price of $2.50 per share, which options vested immediately and
expire on October 25, 2001, and (b) stock options to purchase 25,000
shares of common stock granted pursuant to an agreement dated April 20,
1998, having an exercise price of $2.25 per share, which options vested
in 2 equal annual installments commencing on the first anniversary of
the date of grant and expire April 20, 2003. The options issued on
October 25, 1996 were subsequently re-priced on January 16, 1998 to
$0.75 per share representing the fair market value of our common stock
on that date. In March 2001, Mr. Reinhart exercised 25,000 options.
Stock Plans
We have two stock option plans: the 1990 Stock Option Plan and the 2000
Performance Equity Plan. We are no longer able to grant options under the 1990
plan. The 2000 plan provides for grants of options to purchase up to 2,000,000
shares of common stock. Under the 2000 plan, we may grant options to employees,
directors, consultants, agents and other persons that we deem to be valuable to
our company or any of our subsidiaries. The 2000 plan permits our board of
directors or a stock option committee to issue incentive stock options, as
defined in Section 422 of the Internal Revenue Code (Code), and stock options
that do not conform to the requirements of that Code section. The exercise price
of each incentive stock option may not be less than 100% of the fair market
value of the common stock at the time of grant, except that in the case of a
grant to an employee who owns (within the meaning of Code Section 422) 10% or
more of our outstanding stock or that of any of our subsidiaries, the exercise
price may not be less than 110% of such fair market value. The exercise price of
each non-incentive stock option also may not be less than 100% of the fair
market value of the common stock at the time of grant.
Options that have been granted under the 1990 Plan may not be exercised
prior to the first anniversary, or on or after the tenth anniversary, or fifth
anniversary in the case of an incentive stock option granted to a 10%
stockholder, of their grant. These options may not be transferred during the
lifetime of the option holder.
Under the 2000 Plan, the Board of Directors may award stock
appreciation rights, restricted stock, deferred stock, stock reload options and
other stock-based awards in addition to stock options. The 2000 Plan is
administered by the Board of Directors and may be administered by a committee
chosen by the board of directors. Subject to the provisions of the Plans, the
Board of Directors or such committee have the authority to determine the
individuals to whom the stock options are to be granted, the number of shares to
be covered by each option, the option price, the type of option, the option
period, the restrictions, if any, on the exercise of the option, the terms for
the payment of the option price and other terms and conditions. Under the 2000
Plan, no more than 200,000 shares in the aggregate may be granted to any one
holder in any one calendar year.
At December 31, 2000, options to purchase an aggregate of 393,300 and
832,000 shares of our common stock were outstanding under the 1990 Plan and 2000
Plan, respectively.
We have also granted from time to time non-plan options and warrants to
certain officers, employees and consultants. Non-plan options and warrants to
purchase an aggregate of 352,810 shares of our common stock were outstanding at
December 31, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 26, 2001
(except as otherwise noted in the footnotes), regarding the beneficial ownership
of our Company's Common Stock by: (i) each person or group known by the Company
to own beneficially more than five percent of the outstanding shares of our
Company's
28
Common Stock; (ii) each director of our Company; (iii) each executive officer of
our company whose compensation exceeded $100,000 in 2000; and (iv) all directors
and executive officers of the Company as a group. Except as otherwise specified,
we believe that all persons named in the chart have sole voting and investment
power over the shares listed.
Amount and Nature Percent of Class
Name of Beneficial Owner of Beneficial Ownership of Voting Securities
- ------------------------ ----------------------- ---------------------
Joseph K. Pagano 1,333,950(1) 18.4%
Frederick A. Adler 743,573(2) 10.3%
Samuel A. Rozzi 507,525 7.2%
Thomas Livelli 157,600 2.2%
Robert A. Reinhart 65,000(3) *
Fredrick B. Rolff 1,000(4) *
Brett Fialkoff -0- *
Joel M. Pearlberg 35,000 *
D.H. Blair Investment
Banking Corp. 1,124,859(5) 16.0%
All directors and executive officers
as a group (seven persons) 2,778,648(6) 37.5%
(*) Less than 1%
(1) Includes (i) 25,000 shares of common stock held of record by the Joseph
K. Pagano, Jr. Trust established for Mr. Pagano's son, and (ii)
immediately exercisable options to purchase up to 217,000 shares of
common stock. Excludes options to purchase up to 200,000 shares of
common stock which are not presently exercisable.
(2) Includes 553,573 shares of common stock and 150,000 shares of common
stock issuable upon exercise of presently exercisable stock options
held by the Frederick R. Adler Intangible Asset Management Trust of
which Mr. Adler is the settlor and beneficiary.
(3) Includes 40,000 shares of common stock issuable upon exercise of
presently exercisable stock options held by Mr. Reinhart.
(4) Excludes options to purchase 50,000 shares of common stock which are
not presently exercisable.
(5) J. Morton Davis is an investment banker and sole stockholder of D.H.
Blair Investment Banking Corp. The amount reported includes 8,500
shares owned by Mr. Davis' wife of which Mr. Davis disclaims beneficial
ownership. The information with respect to D.H. Blair Investment
Banking Corp. and J. Morton Davis is based upon Amendment No. 7, dated
May 1, 1996, to the Schedule 13D, dated January 31, 1992, filed by such
persons with the Securities and Exchange Commission. The Schedule 13D
states that Blair shares voting and investment power over 1,124,859
shares, and Mr. Davis has sole voting and investment power over such
1,124,859 shares.
(6) Includes options to purchase an aggregate of 450,000 shares of common
stock. Excludes options to purchase 575,000 shares of common stock
which are not presently exercisable.
29
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At the time of the CMT Merger, there were loans outstanding from CMT to
six of its shareholders, in the aggregate principal amount of $500,000, as
evidenced by promissory notes from CMT to each such shareholder. Messrs. Pagano
and Adler were among these shareholders and, at the time of the CMT Merger, held
promissory notes in the principal amounts of $218,333 and $112,500,
respectively. These notes currently bear interest at a rate of 5% and mature May
1, 2001 (as adjusted in connection with the CMT Merger and subsequently).
30
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) Exhibits.
See Exhibit Index appearing later in this Report.
(b) Report on Form 8-K.
On December 8, 2000, we filed a Current Report on Form 8-K reporting
the consummation of the private placement of our common stock.
31
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Table of Contents
- -------------------------------------------------------------------------------
Page
Independent Auditors' Report F-1
Consolidated Financial Statements
Balance Sheets
December 31, 2000 and 1999 F-2
Statements of Operations
For the Years ended December 31, 2000, 1999, 1998 F-3
Statements of Changes in Stockholders' Equity
For the Years ended December 31, 2000, 1999, 1998 F-4
Statements of Cash Flows
For the Years ended December 31, 2000, 1999, 1998 F-5 - F-6
Notes to Consolidated Financial Statements F-7 - F-23
32
Independent Auditors' Report
To the Board of Directors and Stockholders
Sentigen Holding Corp. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Sentigen Holding
Corp. and Subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended December 31, 2000, 1999 and 1998. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sentigen Holding
Corp. and Subsidiaries as of December 31, 2000 and 1999 and the results of its
operations and its cash flows for the years ended December 31, 2000, 1999 and
1998, in conformity with accounting principles generally accepted in the United
States of America.
RAICH ENDE MALTER & CO. LLP
East Meadow, New York
February 16, 2001
F-1
SENTIGEN HOLDING CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
December
2000 1999
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Assets
Current Assets
Cash $ 281,547 $ 125,954
Investment securities 5,526,698 4,975,200
Accounts receivable - net of
allowance for doubtful accounts
of $20,000 for 2000 and 1999 634,838 572,075
Unbilled services 159,613 109,809
Inventory 173,254 151,816
Accrued interest receivable 84,459 39,584
Prepaid expenses 34,935 14,968
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