UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-QSB/A
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 2003
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from ______ to ________
Commission File Number: 0-22413
UNIVEC, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 11-3163455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) (Identification No.)
10 E. Baltimore Street, Suite 1404, Baltimore, MD 21202
(Address of principal executive offices)
(410) 347-9959
(Issuers telephone number)
(Former name, former address, and former fiscal year,
if changed since last report)
As of December 29, 2003, the Issuer had 35,133,411 shares of Common Stock,
$0.001 par value, outstanding.
Transitional Small Business Disclosure Format:
Yes No X
----- -----
UNIVEC, INC. AND SUBSIDIARIES
FORM 10-QSB/A
INDEX
PART 1 FINANCIAL INFORMATION
ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
CONSOLIDATED BALANCE SHEET - September 30, 2003 3
CONSOLIDATED STATEMENT OF OPERATIONS - Three and
nine months ended September 30, 2003 and 2002 4
CONSOLIDATED STATEMENT OF CASH FLOWS - Three and
nine months ended September 30, 2003 and 2002 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 8
ITEM 3 CONTROLS AND PROCEDURES 11
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS 12
ITEM 2 CHANGES IN SECURITIES 12
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURES 13
2
PART I
FINANCIAL INFORMATION
Item 1: Consolidated Financial Information
UNIVEC, Inc. and Subsidiaries
Consolidated Balance Sheet (Unaudited)
September 30, 2003
ASSETS
Current assets
Cash $ 5,968
Accounts receivable 61,308
Inventories 398,438
Equipment for sale 251,717
Other current assets 157,422
-----------
Total current assets 874,853
Fixed assets, net 430,702
Goodwill 2,328,662
Other assets 46,691
-----------
Total assets $ 3,680,908
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 1,382,297
Deferred payroll-officers 681,047
Loans payable-stockholders/officers 200,419
Notes and loans payable-current 412,997
Due to affiliated companies 133,224
Escrow deposit 10,000
-----------
Total current liabilities 2,819,984
Notes and loans payable 403,246
-----------
Total liabilities 3,223,230
-----------
STOCKHOLDERS' EQUITY
Preferred stock $.001 par value; 3,748,000 authorized;
issued and outstanding: none
Series D 5% cumulative convertible preferred stock,
$.001 par value; authorized: 1,250,000; issued and
outstanding: 104,167 shares (aggregate liquidation value:
value: $271,111) 104
Series E 5% cumulative convertible preferred stock,
$.001 par value; authorized: 522; issued and
outstanding: 522 shares (aggregate liquidation value:
value: $525,361) 1
Common stock $.001 par value; authorized: 75,000,000
shares; issued and outstanding: 34,366,095 34,366
Additional paid-in capital 10,410,745
Accumulated deficit (9,987,538)
------------
Total stockholders' equity 457,678
------------
Total liabilities and stockholders' equity $ 3,680,908
============
See notes to the consolidated financial statements.
3
UNIVEC, Inc. and Subsidiaries
Consolidated Statement of Operations (Unaudited)
Three months ended September 30, Nine months ended September 30,
-------------------------------- -------------------------------
2003 2002 2003 2002
------ ------- ------ ------
Revenues $ 4,064,148 $ 712,145 $ 10,643,663 $ 2,226,160
---------- --------- ----------- ----------
Expenses:
Cost of sales 4,054,338 608,630 10,143,535 1,783,298
Marketing and selling 109,546 75,571 367,810 443,889
Product development 2,850 9,519 23,073 34,034
General and administrative 224,063 199,183 1,090,315 742,570
Interest expense, net 27,501 20,621 71,425 68,569
Settlement of litigation (202,385)
Loss on sale of equipment 100,414
Forgiveness of deferred
payroll (429,150)
---------- --------- ----------- ----------
Total expenses 4,418,298 913,524 11,696,158 2,541,239
---------- --------- ----------- ----------
Net loss (354,150) (201,379) (1,052,495) (315,079)
Dividends attributable to
preferred stockholders (8,811) (8,438) (29,321) (107,498)
---------- --------- ----------- ----------
Loss attributable to
common stock $ (362,961) $ (209,817) $ (1,081,816) $ (422,577)
========== ========= ========== ==========
Share information:
Basic net loss per share $ (.01) $ (.01) $ (.03) $ (.03)
========== ========= ========== ==========
Weighted average number of
shares outstanding:
Basic 33,790,008 16,667,678 33,421,349 15,822,694
========== ========== ========== ==========
See notes to the consolidated financial statements.
4
UNIVEC, Inc. and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)
Nine months ended September 30,
--------------------------------
2003 2002
------ -------
Cash flows from operating activities:
Net loss $(1,052,495) $ (315,079)
Adjustments to reconcile net loss to
net cash used in operating activities:
Issuance of shares and options for
services 72,088
Depreciation 144,278 193,731
Write-off of inventories 45,000
Issuance of common stock and options
for services 22,000
Write-off of deferred compensation (18,016)
Write-off of accounts payable (111,339)
Loss on sale of equipment 100,414
Forgiveness of deferred payroll (429,150)
Changes in assets and liabilities, net
of effects from acquisition:
Accounts receivable 274,005 128,904
Inventories 21,690 68,701
Other current assets and other assets (42,751) 47,238
Accounts payable and accrued expenses (6,526) (428,831)
Other current liabilities 22,799
Deferred payroll-officers 313,097 221,080
---------- ---------
Net cash used in operating activities (299,718) (429,444)
---------- ---------
Cash flows from investing activities:
Proceeds from sale of equipment 130,706
Investment in TWT (net of cash acquired
of $31 and notes payable of $37,888 and
$60,000) (80,226)
Purchase of fixed assets (17,554)
---------
Net cash provided by investing
activities 32,926
---------
Cash flows from financing activities:
Proceeds from sale of securities 20,000 250,000
Proceeds from loans payable-
stockholders/officers 200,419 223,450
Proceeds from exercise of options 39,550
Payments of notes and loans payable (144,985) (100,451)
Payments of capitalized lease
obligations (149,039) (72,500)
Proceeds from notes and loans payable 179,452 70,981
Increase in due to affiliated companies 112,579
---------- ---------
Net cash provided by financing activities 218,426 411,030
---------- ---------
Net (decrease) increase in cash (81,292) 14,512
Cash, beginning of period 87,260 22,203
---------- ---------
Cash, end of period $ 5,968 $ 36,715
========== =========
See notes to the consolidated financial statements.
5
UNIVEC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
1. Nature of Operations
Univec, Inc. (Company) produces, licenses and markets safer medical
products, primarily syringes, on a global basis. Physician and Pharmaceutical
Services, Inc. (PPSI), a subsidiary of the Company, provides fulfillment
services for pharmaceutical samples, group purchasing arrangement (GPO)
distribution and marketing for the pharmaceutical industry. Thermal Waste
Technologies, Inc. (TWT), a subsidiary of the Company, markets a medical waste
disposal unit.
2. Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
of the consolidated financial position, results of operations and cash flows for
the interim periods presented have been included. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements of Univec, Inc. together with Management's Discussion and Analysis
included in the Company's Form 10-KSB for the year ended December 31, 2002.
Interim results are not necessarily indicative of the results for a full year.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. Net Loss Per Share
Basic net loss per share was computed based on the weighted-average number
of common shares outstanding during the three and nine months ended September
30, 2003 and 2002. Dilutive net loss per share has not been presented because it
was anti-dilutive.
4. Equipment Financing
During August, 2003, the Company purchased all of the equipment
previously being leased under a capitalized lease in exchange for the remaining
lease payments.
5. Preferred Stock and Note Payable
On August 12, 2003, the Company designated 2000 shares of Series E
convertible preferred stock (Series E), with a par value of $.001 and a stated
value of $1,000 per share. The Series E: (a) are non-voting, (b) have a
liquidation preference equal to the stated value, plus unpaid cumulative
dividends, (c) are entitled to receive dividends of 5%, per annum, of the
liquidation value, prior to all other classes, and (d) are convertible into
common stock through August 2006, when they become mandatorily convertible, at
the lesser of $1.10 or market price, as defined, per share. The dividends may be
paid in cash or common stock at the conversion price.
6
On August 14, 2003 the Company issued 522 shares of Series E in
exchange for all the outstanding shares of the Company's Series B and Series C
preferred stock and all unpaid cumulative dividends thereon.
On August 14, 2003, the Company borrowed $85,000 from the Series E
holder, with interest at 8%, per annum, and principal payable on August 14,
2005, in cash or convertible shares of common stock. The note is convertible
into shares of common stock at $.17, per share, as adjusted.
6. Common Stock
In August 2003, the Company sold 500,000 shares of common stock at
$.04, per share, in cash, and a director converted a note payable of $5,000 into
250,000 shares of common stock, resulting in a loss of $15,000. As of September
30, 2003, an additional $10,000 may be converted into 500,000 shares.
Effective April 2003, the Company granted options to purchase 2,000,000
shares of common stock to three officers, exercisable at $.04, per share,
through April 2008, of which 1,333,334 are fully vested, 333,334 will vest in
April 2004 and 333,333 will vest in April 2005, assuming the officer is still
employed by the Company. The options were valued at $8,000. In addition, the
Company granted these three officers the right to convert their loans into
common stock at 110% of market value at the date of conversion. As of September
30, 2003, the aggregate value of such loans was $419,658.
Effective April 2003, the Company granted options to purchase 500,000
shares of common stock to each of seven outside directors, exercisable at $.04,
per share, through April 2008, which will vest over four years, assuming still a
director of the Company. These options were valued at $14,000.
7. Litigation
In December 2003, the Company assigned certain patents to settle a
collection matter, as payment of a note and interest thereon, for an aggregate
of $99,434. The Company also received a perpetual royalty fee license to use
these patents with certain territorial restrictions. In addition, the Company
assigned 85% of future royalties from another license previously sold.
In July 2003, an employee commenced a collection action against the
Company in the amount of approximately $195,000. The Company has asserted
defenses, as well as claims in excess of the alleged collection amount, against
the employee. Settlement discussions are continuing.
In November 2003, a former consultant commenced a collection action
against the Company for fees of $189,525, plus interest, and 785,750 shares of
common stock of the Company or the value of the shares, plus costs and fees.
All of these matters were previously accrued as incurred.
8. Sales
For the three and nine months ended September 30, 2003, sales included
approximately $4,000,000 and $9,800,000, respectively, to affiliated companies
owned by a stockholder/officer of the Company.
7
Item 2. Management's Discussion and Analysis
Results of Operations
Condensed Consolidated Results of Operations
Three months ended Nine months ended
September 30, September 30,
---------------------------- ---------------------------
2003 2002 change 2003 2002 change
-------- --------- ------- -------- -------- -----
Revenues $ 4,064,148 $ 712,145 471% $10,643,663 $2,226,160 378%
--------- --------- ----------- ---------
Expenses:
Cost of Sales 4,054,338 608,630 566% 10,143,535 1,783,298 469%
Marketing and Selling 109,546 75,571 45% 367,810 443,889 (17%)
Product Development 2,850 9,519 (70%) 23,073 34,034 (32%)
General and
Administrative 224,063 199,183 12% 1,090,315 742,570 47%
Interest Expense, Net 27,501 20,621 33% 71,425 68,569 4%
Settlement of Litigation (202,385)
Loss on Sale of Equipment 100,414
Forgiveness of Deferred
Payroll (429,150)
--------- --------- ----------- ---------
Net Loss $ (354,150) $(201,379) (76%) $(1,052,495) $(315,079) (234%)
========= ========= =========== =========
8
Revenues for Univec, Inc. ("Univec", "we" or "our") for the three month
period ended September 30, 2003 increased by $ 3,352,003 (471%) as compared to
the comparable period ended September 30, 2002, primarily as a result of the
second full quarter of revenue of Physician and Pharmaceutical Services, Inc.
("PPSI") from its group purchasing arrangements (GPO) for the distribution of
pharmaceuticals, which contributed revenues of $4,012,334. During the quarter
ended September 30, 2003, PPSI revenue from its GPO continued to be a source of
revenues for Univec, while the company continues to manufacture, distribute,
sell and license auto-disabled and safety syringes and the (Demolizer) medical
waste disposal units.
Our international syringe product sales decreased $581,108 during the quarter
due to relocation of our production, warehouse and administration facilities to
Baltimore, Maryland. We believe the move will enable us to increase internal
production capability that will help to build inventory levels. In the past, our
insufficient inventory levels resulted in lost revenues. Syringe product sales
consisted of 1cc locking clip syringe, a difficult-to-reuse syringe, and our
other products. We are continuing to concentrate on both the sales of products
and licensing of the technology of our proprietary auto-disable locking clip
syringe internationally, in addition to focusing on the marketing of our new
products, including the sliding sheath syringe in the United States. Univec
Sliding Sheath syringes are designed to protect health care workers from
accidental needle-stick injury as required by the needle stick prevention law.
Gross profit for the quarter ended September 30, 2003 decreased by $93,705,
to $9,810 from $103,515. The gross profit percentage decreased from 15% to none.
The lower gross profit percentage results from the lower sales of our 1cc
locking clip syringe and the lower gross profit contribution from PPSI's GPO
revenue. Further, as a result of the previously mentioned relocation, gross
profit on the Univec syringe sales decreased approximately $186,000 (148%) from
$125,041 (18%). Gross profit from syringe sales decreased primarily as a result
of continuing depreciation of $43,642 and non-variable overhead costs of
$76,290. We anticipate gross profit levels to remain at current levels until we
increase our market penetration, increase our prices and/or realize anticipated
production or economic benefits as a result of our relocation.
Sales for the nine months ended September 30, 2003 increased by $8,417,503
(378%) as compared to the nine months ended September 30, 2002, primarily as a
result of PPSI's GPO revenue, which commenced in 2003.
Sales of new products, including the sliding sheath syringe, medical disposal
units (Demolizer) and PPSI's GPO, comprised 99% of the total sales for the three
month period ending September 30, 2003 and 91% of the total sales for the nine
month period ended September 30, 2003.
As a result of the acquisitions of PPSI and Thermal Waste Technologies, Inc.
("TWT"), we have broadened our product bases and we anticipate increases in
sales on a period by period basis if we can increase our market penetration.
Marketing and selling costs increased $33,975 (45%) over the comparable three
month period ended September 30, 2002. However, such costs decreased $76,079
(17%) over the nine month period ended September 30, 2002. These nine month
decreases were primarily the result of decreases in consulting fees,
advertising, commissions, freight and travel expenses offset in part by
increases in marketing salaries.
9
Product development expense decreased as a result of reduced expenditures for
patent legal fees and product testing. As the Company continues to focus on
marketing and sales of existing products, product development expense will
continue to remain relatively low.
General and administrative costs for the three and nine month periods
ended September 30, 2003 increased $24,880 (12%) and $347,745 (47%),
respectively, primarily resulting from developing the PPSI GPO. This increase
during the nine month period was offset in part by payroll expenditure
reductions of $79,975 (32%) and professional fee reductions of $88,919 (44%).
Interest expense, net, increased by $6,880 (33%) and $2,856 (4%) during the
three and nine months ended September 30, 2003, respectively, from the
comparative periods in 2002, as a result of increases in borrowings offset by
reductions in interest rates.
Non-recurring forgiveness of deferred payroll of $429,150 by two
officer/directors of the Company and a $202,385 litigation settlement during the
nine months ended September 30, 2002 net of the $100,414 loss on sale of
equipment reduced expenditures during the nine months ended September 30, 2002.
Net loss for the three and nine month periods ended September 30, 2003
increased by $152,771 (76%) and $737,416 (234%), respectively, as compared to
the three and nine month periods ended September 30, 2002. Without considering
the nonrecurring items, the net loss increased by $152,771 (76%) and $206,295
(24%), respectively. The increases in the loss were primarily related to the
costs of relocating the production, warehouse and administrative site and
developing PPSI's GPO.
Liquidity and Capital Resources
The working capital deficit of $1,070,807 at December 31, 2002, increased to
a deficit of $1,945,131 (82%) at September 30, 2003, primarily from net
increases in notes and loans payable and deferred compensation and decreases in
accounts receivable, resulting from the relocation and developing the PPSI GPO.
Net cash used in operating activities decreased by $129,726 (30%) to $299,718
for the nine months ended September 30, 2003 from $429,444 for the nine months
ended September 30, 2002, primarily due to the reduction in accounts payable and
accrued expenses, offset in part by the costs of developing the PPSI GPO and an
increase in deferred payroll.
Net cash provided by financing activities decreased by $192,604 (47%) to
$218,426 for the nine months ended September 30, 2003 from $411,030 for the nine
months ended September 30, 2002. This decrease resulted from an approximate
$270,000 reduction in proceeds from equity securities and an increase in
payments of borrowings of approximately $121,000, offset by an approximate
$198,000 increase in new borrowings.
10
Although revenue increased with the addition of PPSI's GPO operations and the
continued marketing, sales and licensing of existing safety syringes and the
Demolizer, we do not anticipate positive net cash flow from operating activities
in 2003. We are actively seeking bank and/or private financing that, if
received, will be utilized to expand production, which is needed to increase
revenue. The relatively low trading price and volume of the common shares
hampered our ability to raise equity capital.
We are currently experiencing short term insufficient working capital.
Although liabilities have increased by approximately $150,000 since September
30, 2003, approximately $1,400,000 of current liabilities are due to certain
officers, directors, affiliated companies under their control and others who are
not currently seeking repayment, and approximately $200,000 has been paid or
settled. In addition, we are in the process of attempting to complete two debt
financings of $1,000,000 to be used for working capital and production
expansion. We are also continuing our search for additional debt and/or equity
financing. Although there is no assurance that the these financings will
actually close or others will occur, we believe our current actions, together
with increasing revenues, will enable us to overcome our short term insufficient
working capital. If we cannot, we may have to substantially curtail our
operations or sell certain of our assets.
Except for the historical information contained herein, the matters discussed
in this report are forward-looking statements that involve risks and
uncertainties, including market acceptance of our products, timely development
and reception of new products, impact of competitive products, development of an
effective organization, interruptions to production, our ability to increase
internal production capability that will help to build inventory levels, our
ability to increase our market penetration, our ability to increase our prices,
whether we realize anticipated production or economic benefits as a result of
our relocation and other risks detailed from time to time in our SEC reports and
our Registration Statements.
11
Item 3. Controls and Procedures.
Based on their evaluation required by Rule 13a-15(b) or 15d-15(b) under the
Securities and Exchange Act of 1934 (the "Exchange Act"), management, including
the Chief Executive Officer and Chief Financial Officer, concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) were effective as of the end of the period covered by
this report.
12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
On July 17, 2003, the Company was advised that an employee, Jonathan
Bricken ("Bricken"), had filed a claim for unpaid wages with the Connecticut
Department of Labor, Wage and Workplace Standards Division. The claim is in the
amount of approximately $182,808 for wages, plus approximately $12,000 related
to health and dental insurance premiums, plus interest. The Company has asserted
defenses, as well as claims against Bricken, including a claim that Bricken
entered into one or more agreements with third parties on behalf of the Company
without notifying or obtaining the approval of either the Company's President or
Board of Directors, resulting in damages to the Company in excess of the alleged
liability to Bricken. The President of the Company and Bricken met with the
Connecticut Department of Labor in an effort to resolve the matter without
immediate success. Although negotiations are continuing, there is no assurance
that the matter will be resolved in the Company's favor. Litigation, if
necessary, would be adverse to the Company in light of our need for short-term
capital.
In November 2003, Allegent Growth Strategies, L.L.C. ("Allegent") served a
complaint in the Supreme Court of New York, County of New York (index number
603394-03) against the Company and David Dalton, S. Robert Grass and Michael
Lesisko, as officers of the Company, seeking (a) compensation for consulting
services in the amount of $189,525 plus interest from August 1, 2001, (b)
785,750 shares of the Company's common stock and/or the value of said shares,
and (c) costs, disbursements and attorneys fees. Should the Company be
unsuccessful in defending the claim, it will be adverse to the Company in light
of our needs for short-term capital.
All such amounts have been accrued.
Item 2. Changes in Securities
In August 2003, the Company sold 500,000 shares of common stock to an
accredited investor for $20,000. These shares were sold in reliance on the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933.
In August 2003, the Company issued 250,000 shares of common stock to a
director in exchange for cancellation of a note payable of $5,000. These shares
were issued in reliance on the exemption from registration afforded by Section
4(2)of the Securities Act of 1933.
On August 14, 2003 the Company issued 522 shares of Series E to an
accredited investor in exchange for all the outstanding shares of the Company's
Series B and Series C preferred stock and all unpaid cumulative dividends
thereon. These shares were issued in reliance on the exemptions from
registration afforded by Section 3(a)(9) and Section 4(2) of the Securities Act
of 1933.
On August 14, 2003, the Company borrowed $85,000 from the Series E holder,
with interest at 8%, per annum, and principal payable on August 14, 2005, in
cash or convertible into shares of common stock. The note is convertible into
shares of common stock at $.17, per share, as adjusted. The note was issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933.
13
No commissions or fees were incurred or discounts given in connection with
these sales of securities.
Item 4. Submission of Matters to a Vote of Security Holders.
On August 5, 2003 the Company conducted its annual meeting for the year 2002.
The following directors were elected for the ensuing year. The election
tabulation of the directors election is as follows:
Name For Withheld
David Dalton 27,115,269 15,373
John Frank 27,115,269 15,373
Alan Gold 27,115,269 15,373
S. Robert Grass 27,115,269 15,373
Richard Mintz 27,115,269 15,373
Andrew Rosenberg 27,115,269 15,373
Joel Schoenfeld 27,115,269 15,373
William Wooldridge 27,047,269 83,373
Item 5. Other Events.
In October 2003, a judgment was entered by the Supreme Court of the State
of New York, County of Suffolk, and in November 2003, a judgment was entered by
the Circuit Court for the City of Baltimore in the State of Maryland (the
"Judgments"), each ordering the Company to pay approximately $99,434 to
Syrinter, Ltd. ("Syrinter"), as a result of the Company's failure to make
payments to Syrinter under a promissory note dated July 16, 2003, in the
principal amount of $96,692, and a security agreement of the same date. In
December 2003, the Company and Syrinter entered into a settlement agreement and
a license agreement, pursuant to which Syrinter acquired ownership of certain of
the Company's patents that were collateral under the security agreement, on the
condition that the Judgments would be lifted, the Company's obligation to
Syrinter was fully discharged, the Company retained ownership of all of its
equipment that was collateral under the security agreement and the Company
acquired a perpetual, royalty-free license to use the assigned patents within
certain territorial restrictions. In addition, commencing September 1, 2003, the
settlement agreement and license agreement assigned to Syrinter 85% of future
royalties generated from the Patent License Agreement dated as of August 7,
2000, by and between the Company and Terumo Europe N.V., as amended.
14
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Certificate of Designation of Series E Convertible Preferred
Stock, filed August 14, 2003.
10.1 Exchange Agreement by and between the Company and The Shaar
Fund, Ltd., dated August 14, 2003.
10.2 Securities Purchase Agreement by and between the Company and
The Shaar Fund, Ltd., dated August 14, 2003.
10.3 8% Convertible Promissory Note in the principal amount of
$85,000, dated August 14, 2003, issued to The Shaar Fund.
10.4 Settlement Agreement by and between the Company and Syrinter,
Ltd., dated as of December 15, 2003.
10.5 License Agreement by and between the Company and Syrinter,
Ltd., dated as of December 15, 2003.
31.1 Certification of the Chief Executive Officer required by Rule
13a-14(a) or Rule 15d-14(a).
31.2 Certification of the Chief Financial Officer required by Rule
13a-14(a) or Rule 15d-14(a).
32.1 Certification of the Chief Executive Officer required by Rule
13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2 Certification of the Chief Financial Officer required by Rule
13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
(b) Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNIVEC, INC.
Dated: December 29, 2003 By: /s/ David Dalton
------------------------
David Dalton
Chief Executive Officer
(Principal Executive Officer)
15
Dated: December 29, 2003 By: /s/ Michael A. Lesisko
-------------------------
Michael A. Lesisko
Chief Financial Officer
(Principal Financial
and Accounting Officer)
16