SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934.
For the quarterly period ended March 31, 2002.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the transition period from to
Commission File Number: 0-28666
AMERICAN BIO MEDICA CORPORATION
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(Exact name of small business issuer as specified in its charter)
New York 14-1702188
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
122 Smith Road, Kinderhook, New York 12106
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(Address of principal executive offices)
800-227-1243
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(Issuer's telephone number)
Check whether the issuer: (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), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:
20,609,548 Common Shares as of May 9, 2002
Transitional Small Business Disclosure Format: Yes [ ] No [X]
1
PART I
FINANCIAL INFORMATION
AMERICAN BIO MEDICA CORPORATION
BALANCE SHEETS
MARCH 31, DECEMBER 31,
2002 2001
(UNAUDITED)
----------------- -------------------
ASSETS
Current assets:
Cash and cash equivalents $ 138,000 $ 288,000
Accounts receivable, net of allowance for doubtful accounts
of $70,000 at March 31, 2002 and December 31, 2001 1,424,000 882,000
Other receivables 123,000 171,000
Inventory 1,645,000 2,087,000
Prepaid expenses and other current assets 72,000 90,000
----------------- -------------------
Total current assets 3,402,000 3,518,000
Property, plant and equipment, net 1,412,000 1,455,000
Restricted cash 105,000 106,000
Other assets 7,000 7,000
----------------- -------------------
Total Assets $ 4,926,000 $ 5,086,000
================= ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 920,000 $ 1,064,000
Accrued expenses 368,000 562,000
Customer advance deposits 243,000 243,000
Wages payable 256,000 114,000
Current portion of capital lease obligations 19,000 19,000
Current portion of notes payable 24,000 24,000
----------------- -------------------
Total current liabilities 1,830,000 2,026,000
Long term portion of capital lease obligations 4,000 10,000
Long term portion of notes payable 692,000 696,000
----------------- -------------------
Total liabilities 2,526,000 2,732,000
----------------- -------------------
Stockholders' equity:
Preferred stock; par value $.01 per share; 5,000,000 shares
authorized; none issued and outstanding
Common stock; par value $.01 per share; 50,000,000 shares authorized;
20,609,548 shares issued and outstanding at March 31, 2002 and
December 31, 2001 207,000 207,000
Additional paid-in capital 17,766,000 17,765,000
Subscription receivable (5,000)
Due from officer/director/shareholder (collateralized by
1,000,000 shares of the Company's common stock) (450,000) (437,000)
Treasury stock (23,000) (23,000)
Accumulated deficit (15,100,000) (15,154,000)
----------------- -------------------
Total stockholders' equity 2,400,000 2,353,000
----------------- -------------------
Total liabilities and stockholders' equity $ 4,926,000 $ 5,086,000
================= ===================
See accompanying notes to financial statements
2
AMERICAN BIO MEDICA CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31,
------------------------------------------
2002 2001
-------------------- -----------------
Net sales $ 2,208,000 $ 1,899,000
Cost of goods sold 899,000 766,000
-------------------- -----------------
Gross profit 1,309,000 1,133,000
-------------------- -----------------
Operating expenses:
Selling, general and administrative 1,113,000 1,394,000
Depreciation 53,000 33,000
Research and development 132,000 175,000
-------------------- -----------------
1,298,000 1,602,000
-------------------- -----------------
Operating income/(loss) 11,000 (469,000)
-------------------- -----------------
Other income (expense):
Loss on disposition of assets (3,000)
Other income 27,000
Interest income 27,000 15,000
Interest expense (11,000) (8,000)
-------------------- -----------------
43,000 4,000
-------------------- -----------------
Net income/(loss) attributable to common shareholders $ 54,000 $ (465,000)
==================== =================
Basic and diluted income/(loss) per common share $ 0.00 $ (0.03)
==================== =================
Weighted average shares outstanding -
basic and diluted 20,609,548 18,017,492
==================== =================
See accompanying notes to financial statements
3
AMERICAN BIO MEDICA CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31,
---------------------------------------
2002 2001
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ 54,000 $ (465,000)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Depreciation 53,000 32,000
Non cash compensation expense 6,000
Accrued interest, related party (13,000) (7,000)
Changes in:
Accounts receivable (542,000) (1,000)
Other receivables 48,000 380,000
Inventory 442,000 213,000
Prepaid expenses and other current assets 18,000 18,000
Restricted cash 1,000
Accounts payable (144,000) (235,000)
Accrued expenses (195,000) 127,000
Wages payable 142,000 (25,000)
------------------ ------------------
Net cash provided by/(used in) operating activities (130,000) 37,000
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (10,000) (11,000)
Sale and maturity of investments (2,000)
------------------ ------------------
Net cash used in investing activities (10,000) (13,000)
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt payments (5,000)
Capital lease payments (5,000) (2,000)
------------------ ------------------
Net cash used in financing activities (10,000) (2,000)
------------------ ------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (150,000) 22,000
Cash and cash equivalents - beginning of period 288,000 91,000
------------------ ------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 138,000 $ 113,000
================== ==================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ 11,000 $ 8,000
See accompanying notes to financial statements
4
Notes to financial statements (unaudited)
March 31, 2002
Note A - Basis of Reporting
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. 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, such statements include all adjustments (consisting only of normal
recurring items), which are considered necessary for a fair presentation of the
financial position of American Bio Medica Corporation (the "Company" or "ABMC")
at March 31, 2002, and the results of its operations, and cash flows for the
three-month period then ended. The results of operations for the three-month
period ended March 31, 2002 are not necessarily indicative of the operating
results for the full year. These financial statements should be read in
conjunction with the Company's audited financial statements and related
disclosures for the transition period ended December 31, 2001 included in the
Company's Form 10-KSB.
During the year ended December 31, 2001, the Company sustained a net
loss of $1,631,000 including an extraordinary item of $259,000 resulting from a
settlement for outstanding amounts owed to the Company's former legal counsel in
its patent litigation and had net cash outflows from operating activities of
$1,810,000. During the three months ended March 31, 2002, the Company had net
income of $54,000, and had net cash used in operating activities of $130,000.
The Company continued to take steps to improve its financial prospects including
penetrating the direct sales market, acquiring the technology and resources
necessary to enter the forensic market for testing for abuse of Oxycodone,
exploring the potential of a "CLUB-DRUG" panel that could be a useful tool
against the latest drugs of choice including Rohypnol, Ecstasy, Ketamine,
Ritalin, GHB and Methamphetamine, entering into an agreement to market a saliva
based drug of abuse test and other measures to enhance profit margins.
The Company's history of losses raises substantial doubt about its
ability to continue as a going concern and its continued existence is dependent
upon several factors, including its ability to raise revenue levels and reduce
costs to generate positive cash flows, and to sell additional shares of the
company's common stock to fund operations, if necessary.
NEW ACCOUNTING STANDARDS
On June 29, 2001, Statement of Financial Accounting Standards (SFAS)
No. 141, "Business Combinations," was approved by the Financial Accounting
Standards Board (FASB). SFAS No. 141 requires the purchase method of accounting
to be used for all business combinations initiated after June 30, 2001. The
adoption of this Standard did not have a material effect on our financial
condition, results of operations or cash flows.
On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets"
was approved by the FASB. SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. We plan to adopt SFAS No. 142 effective July 1,
2001. The adoption of this Standard did not have a material effect on our
financial condition, results of operations or cash flows.
In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 143 requires the fair value of a liability for
an asset retirement obligation to be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. We do not expect the adoption of this Standard to have a material
effect on our financial condition, results of operations or cash flows.
5
In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, and the accounting and reporting provisions of APB No. 30. SFAS
No. 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and is effective for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years. The adoption
of this Standard did not have a material effect on our financial condition,
results of operations or cash flows.
Note B - Net Income or Loss Per Common Share
Basic net income or loss per share is calculated by dividing the net
income or loss by the weighted average number of outstanding common shares
during the period. Diluted net income or loss per share includes the weighted
average dilutive effect of stock options.
Note C - Litigation
In June 1999, Richard Davidson filed a lawsuit against the Company in
New York. Davidson claims that two placement memoranda dated September 15, 1992
and February 5, 1993, obligates the Company to issue him 1,155,601 ABMC common
shares. He claims he is entitled to the common shares in consideration of
brokering the acquisitions subject to the Share Exchange Agreement with Dr.
Robert Friedenberg (Friedenberg also filed suit against the Company and the case
was dismissed in September 1999). In addition, Davidson is claiming a finder's
fee of 5% of the funds raised by the September 1992 private placement. He
alleges that a sum of $1 million was raised. He also claims he is entitled to a
consulting fee of $24,000. Management denies the claims and is vigorously
contesting the suit. A trial date was set for November 2000; however, the
Company filed a motion for summary judgment against Davidson and Davidson
cross-moved for summary judgment. In July 2001, the Company's motion for summary
judgment was denied. In August 2001 the Company filed a Notice of Appeal related
to the court's denial of the Company's motion for summary judgment. The court is
currently considering Davidson's cross-motion for summary judgment, which the
Company opposed in September 2001. The Company filed its brief to appeal the
denial of the Company's summary judgment on March 15, 2002, the Court will also
consider this appeal. A trial date had been set for May 6, 2002 but has since
been postponed by the Court. A new trial date has not been set as of the date of
this report. Management believes based on consultation with counsel, that it has
substantial and compelling defenses to Davidson's claims and there is a
reasonable chance that the Company would prevail if the matter were to go to
trial.
In June 1995 the Company filed a lawsuit against Jackson Morris, the
lawyer engaged to draft and advise the Company on the Share Exchange Agreement
with Dr. Robert Friedenberg. Morris, who had been recommended to the Company by
Dr. Friedenberg and whose fees were paid by the Company, was alleged to have
breached his fiduciary duty to the Company in several ways, including by later
advising Friedenberg, individually, on how to rescind the Share Exchange
Agreement as well as testifying for Friedenberg over the Company's objections
and in violation of his obligations to the Company. Morris was also charged with
negligence in drafting the Share Exchange Agreement. The Company's lawsuit
demanded damages in the amount of $1,000,000. Morris counterclaimed as a party
to the Share Exchange Agreement and sought common shares. The basis of all of
Mr. Morris' claims stemmed from the Friedenberg claim. On July 27, 2001, the
Company settled the lawsuit against Mr. Morris. The Company has issued 115,000
shares of the Company's common stock to Mr. Morris as settlement of all
outstanding claims. The Company has agreed to file a registration statement
related to these shares no later than June 1, 2002.
Note D - Reclassifications
Certain items have been reclassified to conform to the current
presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
6
The following discussion of the Company's financial condition and the
results of operations should be read in conjunction with the Financial
Statements and Notes thereto appearing elsewhere in this document.
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. In order to comply with the terms of the
safe harbor, the Company notes that in addition to the description of historical
facts contained herein, this report contains certain forward-looking statements
that involve risks and uncertainties as detailed herein and from time to time in
the Company's other filings with the Securities and Exchange Commission and
elsewhere. Such statements are based on management's current expectations and
are subject to a number of factors and uncertainties, which could cause actual
results to differ materially from those, described in the forward-looking
statements. These factors include, among others: (a) the Company's fluctuations
in sales and operating results; (b) risks associated with international
operations; (c) regulatory, competitive and contractual risks; (d) product
development risks; (e) the ability to achieve strategic initiatives, including
but not limited to the ability to achieve sales growth across the business
segments through a combination of enhanced sales force, new products, and
customer service; and (f) pending litigation. (see Note C - Litigation in the
notes to the financials statements included in Part I of this report).
Results of operations for the three months ended March 31, 2002 as compared to
the three months ended March 31, 2001
Net sales were $2,208,000 for the three months ended March 31, 2002 as
compared to $1,899,000 for the three months ended March 31, 2001, representing
an increase of $309,000 or 16.3%. Direct sales have surpassed distributor sales
as the most significant component of the Company's net sales. During the three
months ended March 31, 2002, the Company continued its extensive program to
market and distribute its primary product, the Rapid Drug Screen(R).
The Company has undertaken an aggressive program aimed at rebuilding
relationships with the Company's key distributors, building relationships with
new distributors, and has reorganized the sales and marketing groups to refocus
on ABMC's core business, the sale of the Rapid Drug Screen and other drugs of
abuse test kits. Management believes sales from drug test kits and the
Oralstat6(TM) saliva based test will continue to grow steadily as a result of
this reorganization coupled with a refocus on the core business.
Cost of goods sold for the three months ended March 31, 2002 was
$899,000 or 40.7% of net sales as compared to $766,000 or 40.3% of net sales for
the three months ended March 31, 2001. This stability in costs to produce our
product is the result of the Company's initiatives to manufacture our product
in-house with less reliance on suppliers for key components.
While revenues increased 16.3% in the three months ended March 31,
2002, selling, general and administrative costs decreased $281,000 or 20.2% to
$1,113,000, or 50.4% of revenues, compared to $1,394,000 or 73.4% of revenues
for the three months ended March 31, 2001.
The following table sets forth the percentage relationship of selling,
general and administrative costs to net sales for the three months ended March
31, 2002 and March 31, 2001:
Three months Three months
Ended Percent Ended Percent
March 31, 2002 Sales March 31, 2001 Sales
------------------ ----------- ------------------- -------------
Sales salaries and commissions $ 438,000 19.8% $ 344,000 18.1%
Sales travel 72,000 3.2% 84,000 4.4%
Other selling expenses 19,000 0.9% 29,000 1.5%
Consulting expenses 6,000 0.3% 51,000 2.7%
Marketing and promotion 23,000 1.0% (14,000) (0.7)%
7
Three months Three months
Ended Percent Ended Percent
March 31, 2002 Sales March 31, 2001 Sales
------------------ ----------- ------------------- -------------
Investor relations costs 67,000 3.1% 130,000 6.8%
Regulatory compliance costs 11,000 0.5% 10,000 0.5%
Legal fees 65,000 2.9% 366,000 19.3%
Accounting fees 28,000 1.2% 52,000 2.7%
Office salaries 132,000 6.0% 101,000 5.3%
Payroll taxes and insurance 64,000 2.9% 66,000 3.5%
Telephone 32,000 1.4% 26,000 1.4%
Insurance 35,000 1.6% 25,000 1.3%
Non cash compensation 6,000 0.3%
Bad debt expense 1,000 0.1% 30,000 1.6%
Other administrative costs 114,000 5.2% 94,000 5.0%
------------------ -------------------
Total selling, general and
administrative costs $ 1,113,000 50.4% $ 1,394,000 73.4%
================== ===================
Management believes that the amount of selling, general and administrative
costs may increase as the Company creates the necessary infrastructure to
achieve the Company's worldwide drug test marketing and sales goals, continues
its penetration of the direct sales market and leverages new product
initiatives. However, management has implemented initiatives to control the rate
of increase of these costs to be more consistent with the expected sales growth
rate of the Company.
Sales salaries increased $94,000 for the three months ended March 31,
2002 to $438,000 or 19.8% of net sales, compared to $344,000 or 18.1% of net
sales for the three months ended March 31, 2001. This increase is the result of
increased sales and the resultant increase in commissions paid to the direct
sales group. Further, two additional direct sales representatives were added
during late 2001 resulting in higher salaries and commissions in the first
quarter of 2002.
Sales travel and other selling expenses both decreased during the first
quarter of 2002 compared to the same period in 2001. Focused efforts on the part
of management to control spending and target resources more effectively have
resulted in this savings.
Consulting expenses decreased significantly in the first three months
of 2002 when compared to the same period in 2001. The costs in the first quarter
of 2001 included consulting expenses in the amount $39,000 paid to two board
members appointed as interim management prior to Robert Aromando joining the
Company as CEO. First quarter 2002 expenses are limited to fees paid to a
consultant to represent the Company's position on on-site testing to regulatory
committees in Government.
Marketing and promotion costs were $23,000 or 1.0% of net revenues in
the first quarter of 2002. During the first three months of 2001 adjustments
were made to reclassify some year to date expenses from Marketing to Sales, due
to an internal reorganization of the marketing department. These
reclassification adjustments of eleven months of expense more than offset the
three months of marketing and promotion expense incurred in the three months
ending March 31, 2001, resulting in net credits of $14,000.
Investor relations costs decreased $63,000 in the three months ended
March 31, 2002 compared to the same period in 2001. These costs included two
full time positions in addition to travel expenses for two board members,
representing the Company, in the three months ended March 31, 2001. In 2002 one
of the two full time investor relations positions has been reclassified to
office salaries as a result of a change in responsibilities, and travel is
limited to the one individual still included in Investor Relations.
Legal fees for the three months ended March 31, 2002 were $65,000 or
2.9% of net sales, a decrease of $301,000, compared to legal fees of $366,000 or
19.3% of net sales for the three months ended March 31, 2001. This decrease in
legal fees was primarily due to the settlement of patent litigation in the
fourth quarter of the 2001 fiscal year.
8
Accounting fees for the three months ended March 31, 2002 were $28,000
or 1.2% of net sales, a decrease of $24,000, compared to accounting fees of
$52,000 or 2.7% of net sales for the three months ended March 31, 2001.
Office salaries for the three months ended March 31, 2002 were $132,000
or 6.0% of net sales, an increase of $31,000, compared to office salaries of
$101,000 or 5.3% of net sales for the three months ended March 31, 2001. This
increase was primarily due to the additional resources in quality assurance as
well as the reclassification of a position from investor relations to general
and administrative expense due to a change in that individual's
responsibilities.
Non cash compensation was $6,000 for the three months ended March 31,
2002. This charge relates to options granted to a former employee in exchange
for consulting services and is being amortized over the vesting period of one
year ending January 31, 2003.
Bad debt expense decreased from $30,000 for the three months ended
March 31, 2001 to $1,000 for the same period ended March 31, 2002. Included in
2001 is a single account totaling $27,000. Management implemented a focused
effort on collection and management of receivables in late 2001.
Other administrative costs increased $20,000 to $114,000 for the three
months ended March 31, 2002 compared to $94,000 for the three months ended March
31, 2001, primarily due to increases in office travel of $13,000 and postage of
$11,000 offset by a reduction in building rental expense resulting from the
purchase of our Kinderhook facility in December 2001.
Depreciation expense increased to $53,000 or 2.4% of net sales in the
first quarter of 2002 compared to $33,000 or 1.7% of net sales in first quarter
of 2001. The addition of equipment in our production facility in New Jersey and
the acquisition of our headquarters in Kinderhook resulted in this increase.
Research and development expenses for the three months ended March 31,
2002 were $132,000 compared to $175,000 for the three months ended March 31,
2001. This decrease was primarily due to decreased costs relating to the
completion of joint project with Abbott Laboratories in the first quarter of
fiscal 2001 offset by the amortization of the Company's licensing fee relating
to the distribution of its saliva based test in the first quarter of 2002.
LIQUIDITY AND CAPITAL RESOURCES AS OF MARCH 31, 2002
The Company's cash requirements depend on numerous factors, including
product development activities, ability to penetrate the direct sales market,
market acceptance of its new products, and effective management of inventory
levels in response to sales forecasts. The Company expects to devote substantial
capital resources to continue its product development, expand manufacturing
capacity and continue research and development activities. The Company will
examine other growth opportunities including strategic alliances and expects
such activities will be funded from existing cash and cash equivalents, issuance
of additional equity or debt securities or additional borrowings subject to
market and other conditions. The Company believes that its current cash
balances, including the recently completed financings are sufficient to fund
operations through September 30, 2002. If cash generated from operations is
insufficient to satisfy the Company's working capital and capital expenditure
requirements, the Company may be required to sell additional equity or debt
securities or obtain additional credit facilities. There is no assurance that
such financing will be available or that the Company will be able to complete
financing on satisfactory terms, if at all.
The Company has working capital of $1,572,000 at March 31, 2002 as
compared to working capital of $1,492,000 at December 31, 2001. The Company has
historically satisfied its net working capital requirements through cash
generated by proceeds from private placements of equity securities with
institutional investors. The Company has never paid any dividends on its Common
Shares. The Company anticipates that all future earnings, if any, will be
retained for use in the Company's business and it does not anticipate paying any
cash dividends.
Net cash used in operating activities was $130,000 for the three months
ended March 31, 2002 compared to net cash provided by operating activities of
9
$37,000 for the three months ended March 31, 2001. The net cash used in
operating activities for the three months ended March 31, 2002 was primarily due
to an increase in accounts receivable of $542,000, a decrease in accounts
payable of $144,000, and a decrease of accrued expenses of $195,000, partially
offset net income of $54,000, a decrease in inventory of $442,000 and an
increase in wages payable of $142,000. The net cash provided by operating
activities in the three months ended March 31, 2001 was primarily due to net
decreases in other receivables and inventory of $380,000 and $213,000,
respectively, and an increase in accrued expenses of $127,000, offset by the net
loss of $465,000, and a decrease in accounts payable of $235,000.
Net cash used in investing activities was $10,000 for the three months
ended March 31, 2002 compared to net cash used in investing activities of
$13,000 for the three months ended March 31, 2001. The net cash used in
investing activities for both periods was primarily for the purchase of
property, plant and equipment.
Net cash used in financing activities was $10,000 for the three months
ended March 31, 2002, consisting of capital lease and debt payments. The net
cash used in financing activities for the three months ended March 31, 2001 was
for capital lease payments.
At March 31, 2002 and 2001, the Company had cash and cash equivalents
of $138,000 and $113,000, respectively.
The Company's primary short-term capital and working capital needs are
to increase its manufacturing and production capabilities, establish adequate
inventory levels to support expected sales, continue to support its research and
development programs, open new distribution opportunities and focus sales
efforts on high potential sectors of the drugs of abuse testing market.
10
PART II
OTHER INFORMATION
Item 1. Legal Proceedings:
See Note C - Litigation in the Notes to Financial Statements included
in this report for a description of pending legal proceedings in which the
Company is a party.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security-Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
(1) On February 7, 2002, the Company filed a form 8-K
related to the resignation of Robert L. Aromando as President and
Chief Executive Officer and the appointment of Gerald Moore, the
registrant's current Chairman of the Board of Directors, to the
position of President and Chief Executive Officer.
(2) On February 13, 2002, the Company filed a form 8-K
related to the election of D. Joseph Gersuk to the Registrant's Board
of Directors. Mr. Gersuk is the executive vice president and chief
financial officer of MapInfo Corporation, a publicly traded, software
technology company based in Troy, New York. Mr. Gersuk was also
elected to the Registrant's Audit, Compensation and Option Committees.
11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
AMERICAN BIO MEDICA CORPORATION
(Registrant)
By: /s/Keith E. Palmer
--------------------------------------
EVP of Finance, Chief Financial Officer and Treasurer (Principal
Accounting Officer and duly authorized Officer)
Dated: May 9, 2002
12