Attached files
| file | filename |
|---|---|
| EX-31.1 - Apyx Medical Corp | v167911_ex31-1.htm |
| EX-32.2 - Apyx Medical Corp | v167911_ex32-2.htm |
| EX-10.2 - Apyx Medical Corp | v167911_ex10-2.htm |
| EX-32.1 - Apyx Medical Corp | v167911_ex32-1.htm |
| EX-31.2 - Apyx Medical Corp | v167911_ex31-2.htm |
| EX-10.13 - Apyx Medical Corp | v167911_ex10-13.htm |
| EX-10.12 - Apyx Medical Corp | v167911_ex10-12.htm |
| EX-10.14 - Apyx Medical Corp | v167911_ex10-14.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 3)
x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2008
Commission
file number 0-12183
BOVIE
MEDICAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
No.
|
11-2644611
|
|
|
(State
or other jurisdiction
|
(IRS
Employer Identification No.)
|
|
|
of
incorporation or organization)
|
734
Walt Whitman Rd., Melville, New York 11747
(Address
of principal executive offices)
(631)
421-5452
(Issuer's
telephone number)
|
Title of each Class
|
Name of each Exchange on which
registered
|
|
Common
Stock, $.001 Par Value
|
NYSE
Euronext (AMEX)
Market
|
Securities registered under Section
12(g) of the Exchange Act
None
Indicate
by check mark if the Company is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes:
o
No x
Indicate
by check mark if the Company is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.
Yes:
o
No x
Indicate
by check mark whether the registrant (I) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
x No ¨
Indicate
by checkmark 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. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company. See definition of “large accelerated filer”, “accelerated
filer” and “small reporting company” in Rule 12b-2 of the Exchange Act (Check
one):
Large
accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨ Small reporting company
¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes ¨ No x
The
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of March 2, 2009 was approximately
$101,800,000
The
number of shares of the registrant's $.001 par value common stock
outstanding on the NYSE Alternext Exchange as of March 2, 2009 was
16,987,698
Company
Symbol-BVX and Company SIC (Standard Industrial Code)-3841
EXPLANATORY
NOTE
We are
filing this Amendment No. 3 (the “Amendment”) on Form 10-K/A to our Annual
Report on Form 10-K for the year ended December 31, 2008, to update our list of
exhibits and the re-filing of certain exhibits that are the subject of
Confidential Treatment Applications.
Except as
described above and description of items previously amended in our 10-K/A
Amendment No. 1 and 10K/A Amendment No. 2, no other amendments have been made to
the 10-K . All other informational disclosure items of the 10-K as amended are
unaffected by this Amendment. This Amendment does not reflect events occurring
after March 13, 2009 or modify or update the disclosure contained in the Form
10K as originally filed, in any way other than as required to reflect the
revisions discussed above.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in Clearwater, Florida on November
30, 2009.
|
Bovie
Medical Corporation
|
|
|
By: /s/ ANDREW
MAKRIDES
|
|
|
Andrew
Makrides
|
|
|
President
|
|
|
Chairman
of the Board
|
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in Clearwater, Florida on November
30, 2009.
|
Bovie
Medical Corporation
|
|
|
By: /s/ GARY D.
PICKETT
|
|
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Gary
D. Pickett
|
|
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Chief
Financial Officer,
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|
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Treasurer,
and Secretary
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
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Name
|
Title
|
Date
|
||
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Principal
Executive Officer:
|
||||
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/s/ ANDREW
MAKRIDES
Andrew
Makrides
|
Chief
Executive Officer and Chairman of the Board
|
November
30, 2009
|
||
|
Principal
Financial Officer:
|
||||
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/s/ GARY
D. PICKETT
Gary
D. Pickett
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Chief
Financial Officer, Treasurer, and Secretary
|
November
30, 2009
|
||
|
Directors:
|
||||
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/s/ J.
ROBERT SARON
J.
Robert Saron
|
President
of Aaron Medical Industries, Inc. and Director
|
November
30, 2009
|
||
|
/s/ GEORGE
KROMER
George
Kromer
|
Director
|
November
30 , 2009
|
||
|
/s/ MICHAEL
NORMAN
Michael
Norman
|
Director
|
November
30, 2009
|
||
|
/s/
AUGUST LENTRICCHIA
August
Lentricchia
|
Director
|
November
30, 2009
|
||
|
/s/ STEVE
LIVNEH
Steve
Livneh
|
President
of Bovie Canada and
Director
|
November
30, 2009
|
||
|
/s/ STEVEN
MACLAREN
Steven
MacLaren
|
Director
|
November
30, 2009
|
||
|
/s/ DR.
PETER PARDOLL
Dr.
Peter Pardoll
|
Director
|
November
30, 2009
|
||
|
/s/
Gregory A. Konesky
Gregory
A. Konesky
|
Director
|
November
30, 2009
|
EXHIBIT
INDEX
|
Exhibit
10.2
|
Original
Equipment Manufacturer Agreement between Arthrex, Inc. and Bovie Medical
Corp. dated as of June, 2002. ***
|
|
Exhibit
10.11*
|
Consulting
and Intellectual Property Assignment Agreement dated January 12, 2006
among Bovie, Henvil Corp. Ltd and Steve Livneh.
|
|
Exhibit
10.12
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Distribution
Agreement between Bovie Medical Corporation and Boston Scientific dated
October 6, 2006 amended and as re-filed, inclusive of Exhibit
A..**
|
|
Exhibit
10.13
|
First
Amendment to Distribution Agreement between Boston Scientific Corporation
and Bovie Medical Corporation August 23, 2007, as re-filed.
**
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|
Exhibit
10.14
|
Termination
Purchase and License Agreement between Boston Scientific Corporation and
Bovie Medical Corporation dated April 29, 2008 as amended and re-filed,
inclusive of Exhibit A.**
|
|
Exhibit
10.15*
|
Asset
Purchase Agreement dated as of October 2, 2006 between Bovie Medical
Corporation and Lican Developments, Ltd as re-filed, inclusive of Exhibit
A, B, C and D.
|
|
Exhibit
10.16*
|
First
Amendment to Manufacturing and Development Agreement dated August 24, 2007
between Bovie Medical Corporation and Arthrex, Inc. **
|
|
Exhibit
10.17*
|
First
Amendment to OEM Agreement between Arthrex, Inc. and Bovie Medical Corp.
dated as of July, 2007.
|
|
Exhibit
10.18*
|
Amended
Employment Agreement dated January 15, 2006 between Bovie Medical
Corporation and Andrew Makrides.
|
|
Exhibit
10.19*
|
Amended
Employment Agreement dated January 15, 2006 between J. Robert Saron and
Bovie Medical Corporation.
|
|
Exhibit
10.20*
|
Amended
Employment Agreement dated January 15, 2006 between Moshe Citronowicz and
Bovie Medical Corporation..
|
|
Exhibit
10.21*
|
Employment
Agreement dated June 18, 2007 between Bovie Medical Corporation and Gary
Pickett.
|
|
Exhibit
10.22*
|
Employment
Agreement dated October 2, 2006 between Steve Livneh and Bovie Medical
Corporation.
|
|
Exhibit
10.23*
|
Amendment
to Consulting and Intellectual Property Assignment Agreement dated June
22, 2006 among Bovie, Henvil Corp. Ltd and Steve
Livneh.
|
|
Exhibit
31.1
|
Certification
pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
|
Exhibit
31.2
|
Certification
pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
|
Exhibit
32.1
|
Certification
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
|
Exhibit
32.2
|
Certification
pursuant to Section 906 of Sarbanes-Oxley Act of
2002.
|
*
Previously filed.
**Subject
to a confidential treatment application made by the Company.
***
Subject to a previous Confidential Treatment application which has been
withdrawn; and agreement is re-filed in its entirety without
redactions.