Attached files
| file | filename |
|---|---|
| EX-32.1 - EX-32.1 - URBAN AG. CORP | v204602_ex32-1.htm |
| EX-31.1 - EX-31.1 - URBAN AG. CORP | v204602_ex31-1.htm |
| EX-31.2 - EX-31.2 - URBAN AG. CORP | v204602_ex31-2.htm |
| EX-32.2 - EX-32.2 - URBAN AG. CORP | v204602_ex32-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-K/A
(Amendment
No. 2)
¨
Annual Report under Section 13 or 15(d) of the Securities
Exchange
Act of 1934
For the fiscal year
ended December 31,
2009
or
¨
Transitional Report under Section 13 or 15(d) of the
Securities
Exchange Act of 1934
|
000-52327
|
|
Commission
file number
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|
AQUAMER
MEDICAL CORP.
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|
(Exact
name of small business issuer as specified in its
charter)
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Delaware
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80-0664054
|
|
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(State
of incorporation)
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(IRS
Employer Identification
Number)
|
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23
Wallace Street, Suite 408
Red Bank, NJ 07701
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(Address
of principal executive
office)
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(732)
224-9193
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(Issuer's
telephone number)
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Securities
registered under Section 12(b) of the Exchange Act: NONE
Securities
registered under to Section 12(g) of the Exchange Act:
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Common
Stock
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(Title
of Class)
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Check
whether the registrant:
is a
well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ¨ No S
is not
required to file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes ¨ No S
(1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports)
Yes
S No ¨
And
(2) has
been subject to such filing requirements for the past 90 days.
Yes
S No ¨
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K o
Check whether the registrant:
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No S
Check whether the registrant:
is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.
|
Large
accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer
¨
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Smaller
reporting
company S
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Aquamer
Medical Corp. did not have any revenue for the year ended December 31,
2009.
As of
April 15, 2010, there were 115,629,176 shares of Aquamer Medical Corp. common
stock outstanding.
The
aggregate market value of the stock held by non-affiliates (62,287,559 shares)
computed by reference to the closing price of such stock ($0.18), as of April
14, 2010, was $11,211,761.
Documents
incorporated by reference: None.
EXPLANATORY
NOTE
This Form
10-K/A Amendment No. 2 (this "Amendment") to the Annual Report on Form 10-K for
the year ended December 31, 2009 of Aquamer Medical Corp. (the "Company"), filed
with the Securities and Exchange Commission on April 15, 2010 (the "Original
Form 10-K"), as previously amended, is being filed in response to comments
issued by the staff of the Division of Corporation Finance of the Securities and
Exchange Commission, solely to amend and restate the section in Part III, Item
10, entitled “Compliance with Section 16(a) of the Securities Exchange Act of
1934, as amended” to provide corrected disclosure required by Item 405 of
Regulation S-K.
Except
for the changes to in Part III, Item 10, to the section entitled “Compliance
with Section 16(a) of the Securities Exchange Act of 1934, as amended”, this
Amendment No. 2 on Form 10-K/A does not modify, replace or update the other
disclosures presented in the Original Form 10-K, as previously
amended. This Amendment No. 2 on Form 10-K/A also does not reflect
events occurring after the filing of the Original Form 10-K.
ii
Aquamer
Medical Corp.
Form
10-K/A
Table of
Contents
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Page
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|||
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PART
III
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|||
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Item
10.
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Directors,
Executive Officers and Corporate Governance
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1
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PART
IV
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|||
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Item
15.
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Exhibits,
Financial Statement Schedules.
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2
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Signatures
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3
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iii
PART III
Item
10 - Directors, Executive Officers and Corporate Governance
The following is a list of our directors and executive officers, their
respective ages and the positions they hold with us.
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Name
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Age
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Positions
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||
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Richard
Falcone
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57
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President,
Chief Executive Officer and Director
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Marshall
Sterman
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78
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Chairman
of the Board of
Directors
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Pursuant to our bylaws, all directors are elected to a term of one year, and
hold such office until the next meeting of the shareholders or until their
successors are elected and qualified. The executive officers serve at the
pleasure of the Board.
The
following is a brief description of the backgrounds of our executive officer and
our directors..
Richard
Falcone has been President, Chief Executive Officer and Director of
Aquamer since February 2010. He is also the Acting Chief Financial Officer of
ThermaFreeze Products Corporation. He had previously been Chief Financial
Officer of the The A Consulting Team, a publicly traded technology company and
had been Chief Executive Officer and Director of Tasker Products Corp., a
publicly traded manufacturer and distributor of antimicrobial products and has
been a director of Assured Pharmacy, Inc. Mr. Falcone was formerly the Chief
Financial Officer of Bed, Bath & Beyond Inc. and had been Director of
Internal Finance and Operations for Tiffany and Co. Mr. Falcone is a
Certified Public Accountant and is a graduate of the University of
Vermont.
Marshall
Sterman served as President and a member of our Board of Directors
beginning in August 2006, at which time Aquamer was a wholly owned subsidiary of
Bellacasa. He continued in those positions when Aquamer became an independent
public company in March 2007. In February 2010, he resigned his executive
positions but continues as our Board Chairman. Since 1986, Mr. Sterman has
been the President of The Mayflower Group, LTD., a merchant banking firm.
He also is a member of the Board of Directors of Medical Solutions Management,
Inc., and serves as Chairman of WiFiMed Holdings Company, Inc. (formerly
Bellacasa). Mr. Sterman is a graduate of Brandeis University and received
his MBA from Harvard University.
Board
of Directors and Committees
All directors hold office until the next annual meeting of the shareholders and
the election of their successors. Officers are elected annually by the
Board of Directors and serve at the discretion of the Board.
Our Board of Directors plans to establish an audit committee and a compensation
committee at such time as additional persons are added to our Board of
Directors.
The Audit Committee will recommend, to the entire Board of Directors, the
independent public accountants to be engaged by us; review the plan and scope of
our annual audit; review our internal controls and financial management policies
with our independent public accountants; and review all related party
transactions.
The compensation committee will review and recommend, to our entire board of
directors, compensation and benefits to be paid to our officers and
directors.
Compliance
with Section 16(a) of the Securities Exchange Act of 1934, as
amended
Section 16(a) of the Exchange Act, as
amended, and SEC regulations require our directors, certain of our officers and
persons who beneficially own more than 10% of a registered class of our equity
securities to file reports regarding their ownership of our equity securities
with the SEC and to furnish the Company with copies of all
ownership reports they file. To our knowledge, based on our
review of Company records, the following persons who had such status during the
fiscal year ended December 31, 2009 either failed to file required reports or
were late in filing:
Marshall Sterman, our former President
and director, failed to file on a timely basis his Form 3 filed on April 13,
2007. For the fiscal years ended December 31, 2008 and December 31,
2009, Mr. Sterman failed to file a Form 4 on two occasions as required by
Section 16(a) of the Exchange Act.
1
Mr. Peter Johnson, as trustee of the
Frank Magliochetti Irrevocable QTIP Trust, failed to file a Form 3 as required
by Section 16(a) of the Exchange Act during the fiscal year ended December 31,
2008.
Subsequent to December 31, 2009 and
prior to April 15, 2010, the date on which this Form 10-K was filed, Mr. Peter
Johnson, as trustee of the Frank Magliochetti Irrevocable QTIP Trust, failed to
file a Form 4 on one occasion as required by Section 16(a) of the Exchange
Act. In addition, during that period, ThermaFreeze Products
Corporation failed to file a Form 3 as required by Section 16(a) of the Exchange
Act.
Code
of Business Conduct
Effective March 28, 2006, the Board of Directors of our then parent company,
Bellacasa, adopted a Code of Business Conduct for Bellacasa and for its then
wholly owned subsidiary, Aquamer. We have continued to maintain the Code of
Business Conduct for Aquamer as a publicly owned independent company. Our Code
of Business Conduct applies to, among other persons, our President (being
our principal executive officer) and our Acting Chief Financial Officer (being
our principal financial and accounting officer), as well as persons performing
similar functions. As adopted, our Code of Business Conduct sets forth written
standards that are designed to deter wrongdoing and to promote: (1) honest and
ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships; (2) full, fair,
accurate, timely and understandable disclosure in reports and documents that we
file with, or submit to, the Securities and Exchange Commission and in other
public communications made by us; (3) compliance with applicable governmental
laws, rules and regulations; (4) the prompt internal reporting of violations of
the Code of Business Conduct to an appropriate person or persons identified in
the Code of Business Conduct; and (5) accountability for adherence to the Code
of Business Conduct.
Our Code of Business Conduct requires, among other things, that all of our
personnel shall be accorded full access to our President and Chief Financial
Officer with respect to any matter which may arise relating to the Code of
Business Conduct. Further, all of our personnel are to be accorded full access
to our Board of Directors if any such matter involves an alleged breach of the
Code of Business Conduct by our President or Chief Financial
Officer.
In addition, our Code of Business Conduct emphasizes that all employees, and
particularly managers and/or supervisors, have a responsibility for maintaining
financial integrity within our company, consistent with generally accepted
accounting principles, and federal and state securities laws. Any employee who
becomes aware of any incidents involving financial or accounting manipulation or
other irregularities, whether by witnessing the incident or being told of it,
must report it to his or her immediate supervisor or to our President or Chief
Financial Officer. If the incident involves an alleged breach of the Code of
Business Conduct by the President or Chief Financial Officer, the incident must
be reported to any member of our Board of Directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company's Code of Business Conduct by another.
We will provide a copy of the Code of Business Conduct to any person without
charge, upon request.
PART
IV
Item
15 - Exhibits, Financial Statement Schedules
See Exhibit Index attached to this Form 10-K/A.
2
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.
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Aquamer
Medical Corp.
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(Registrant)
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By:
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/s/
Edwin A. Reilly
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Edwin
A. Reilly
Chief
Executive Officer
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Date:
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December
3,
2010
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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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By:
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/s/
Edwin A. Reilly
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Edwin
A. Reilly
Chief
Executive Officer and Director
(Principal
Executive Officer)
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Date:
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December
3, 2010
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By:
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/s/
James A. Shanahan
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James
A. Shanahan
Chief
Financial Officer
(Principal
Accounting Officer and
Principal
Financial Officer)
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||
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Date:
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December
3, 2010
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By:
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/s/
Michael J. Mahoney
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Michael
J. Mahoney
President,
Chief Operating Officer and Director
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||
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Date:
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December
3,
2010
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3
Exhibits
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Exhibit
No.
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Description
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2.1(1)
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Certificate
of Incorporation
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2.2(1)
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By-laws
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10.1(2)
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Patent
License Agreement between Partners in Biomaterials, Inc. and Aquamer,
Inc., effective as of March 31, 2006
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10.2(2)
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Product
Supply Agreement between Partners in Biomaterials, Inc. and Aquamer, Inc.,
effective as of March 31, 2006
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10.3(4)
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Patent
Purchase Agreement between Phillips Capital and Aquamer Medical Corp dated
as of March 24, 2008
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10.4(5)
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Asset
Purchase Agreement by and among TehrmaFreeze Products Corporation, Aquamer Medical Corp.
and Aquamer Shipping Corp., dated March 21, 2010
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10.5(5)
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Consultant
Services Agreement between TehrmaFreeze Products Corporation (assumed by
Aquamer) and Thomas Belina, effective as of October 1,
2009
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12.1(3)
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Joint
Disclosure Statement in the definitive proxy statement on Schedule 14C
filed by Bellacasa Productions, Inc. on February 1,
2007
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14.1(2)
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Code
of Business Conduct filed by Bellacasa Productions,
Inc.
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21.0(6)
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Subsidiaries
of Registrant
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31.1*
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer
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31.2*
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 of the Chief Financial
Officer
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32.1*
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Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer
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32.2*
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Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 of the Chief Financial
Officer
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* Filed herewith
(1)
Previously filed on November 20, 2006, as an exhibit to Form 10-SB of
Aquamer.
(2)
Previously filed on March 31, 2006, as an exhibit to Form 10-KSB of
Bellacasa.
(3)
Previously filed on February 5, 2007, as an exhibit to Form 10-SB/A of
Aquamer.
(4)
Previously filed on March 25, 2008, as an exhibit to Report on Form 8-K of
Aquamer.
(5)
Previously filed on March 25, 2010, as an exhibit to Report on Form 8-K of
Aquamer.
(6)
Previously filed on April 15, 2010, as an exhibit to Report on Form 10-K of
Aquamer.
4