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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO _____
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COMMISSION FILE NUMBER 000-25132
MYMETICS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 25-1741849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 CHESTNUT STREET
PROVIDENCE, RHODE ISLAND 02903
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 401-861-7604
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
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 the 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 an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting common stock held by non-affiliates
of the Registrant (assuming officers, directors and 10% stockholders are
affiliates) was approximately U.S. $96,051,812.50 as of June 28, 2002, computed
on the basis of the average of the bid and ask prices on such date. The
Registrant has no non-voting common stock.
As of April 25, 2003, there were 50,944,505 shares of the Registrant's Common
Stock outstanding (of which 16,393,316 shares are Exchangeable Preferred Shares
of the Registrant's subsidiary, 6543 Luxembourg S.A., which Exchangeable
Preferred Shares are directly convertible into the Registrant's Common Stock).
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Form 10-K/A has been prepared in order to amend Part III of the Mymetics
Corporation Form 10-K for the fiscal year ended December 31, 2002, which was
filed with the Securities and Exchange Commission, or SEC, on March 31, 2003. We
intended to incorporate the information required in Part III of the Form 10-K
from our definitive proxy statement, which we expected to be filed with the SEC
within 120 days after the end of our 2002 fiscal year. We are filing this Form
10-K/A to provide the information required by Part III (Items 10, 11, 12 and 13)
of the Form 10-K, since our definitive proxy statement will not be filed within
120 days after the end of our 2002 fiscal year.
TABLE OF CONTENTS
PAGE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ................... 2
ITEM 11. EXECUTIVE COMPENSATION ............................................... 3
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT........................................................ 6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ....................... 8
SIGNATURES.............................................................................. 9
Unless the context indicates otherwise, the terms "we," "us," "our," the
"Company," or "Mymetics" refer to Mymetics Corporation, a Delaware corporation.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
The number of directors of the Company is established at six. The number of
directors was, in accordance with our bylaws, increased from five to six
directors by our board of directors (the "Board") at a meeting on February 7,
2002.
Our six person board is divided into three classes, designated as Class I,
Class II and Class III. The term of the Class I directors will expire at our
2004 annual meeting of stockholders, the term of the Class II directors will
expire at our 2005 annual meeting of stockholders, and the term of the Class III
directors will expire at our 2003 annual meeting of stockholders. A plurality of
the votes of the shares of our common stock present in person or represented by
proxy at the annual meeting and entitled to vote on the election of directors
are required to elect the directors.
There currently are two vacancies on the Board caused by the resignation of
Peter P. McCann, Ph.D., who was a Class III director whose term would have
expired at our 2003 annual meeting of stockholders, and Patrice Pactol, who was
a Class II director, whose term would have expired at our 2005 annual meeting of
stockholders. We do not currently intend to fill the vacancies caused by the
resignation of Dr. McCann and Mr. Pactol and such positions will be reserved for
potential candidates related to the securing of a strategic partner.
The following table sets forth information regarding each of our directors and
executive officers.
EXPIRATION OF TERM
NAME CURRENT POSITION WITH THE COMPANY AGE AS A DIRECTOR
---- --------------------------------- --- ---------------
Pierre-Francois Serres Chief Scientific Officer and Director 53 2003 (Class III)
(appointed March 28, 2001)
John M. Musacchio Chief Operating Officer, Chief Financial 55 2005 (Class II)
Officer, Secretary and Director (appointed May
16, 2001)
Robert Demers Director (elected July 19, 2001) 65 2004 (Class I)
Michael K. Allio Director (elected July 19, 2001) and Interim 39 2004 (Class I)
Chief Executive Officer
Dr. Pierre-Francois Serres became our Chief Scientific Officer on February
7, 2002 and has been a Director since March 28, 2001. On April 22, 2003 we
notified Dr. Serres that he would be terminated for "cause" (as defined in the
employment agreement between Dr. Serres and the Company). Pursuant to the
employment agreement, Dr. Serres has a 10-day period (until May 2, 2003) to cure
his breaches under the employment agreement. If Dr. Serres fails to cure such
breaches, he will be terminated effective May 2, 2003. Dr. Serres previously
served as the Company's Chief Executive Officer and President and was the
founder, Chief Executive Officer and President of our subsidiary, Mymetics S.A.
(formerly, Hippocampe S.A.), a French human and veterinary research and
development company. He is also the founder and co-manager of Scericia S.C.E.R,
which performs studies and research in clinical immunology. Prior to that he
worked as a scientific manager at Indicia Diagnostics S.A.
John M. Musacchio has been our Chief Operating Officer, Chief Financial
Officer and a Director since May 16, 2001, and our Secretary since May 26, 2001.
Mr. Musacchio is currently a Vice President of MFC Bancorp Ltd., an independent
financial services group. He has 25 years of industrial and professional service
business operating experience on an international scale, having held positions
as principal, director and officer in both private and publicly traded
companies. His management experience includes the segments of operations,
marketing, corporate development and planning.
2
Robert Demers is an officer of a securities firm with 40 years of
experience. Mr. Demers is the founder and Chairman of the Demers Counseil Inc.,
a member of the Montreal Exchange. Prior to that, he served as the President of
Maison Placements Canada Inc., an institutional research firm. He has served as
the Chairman of the Quebec Securities Commission and as President and Governor
of the Montreal Stock Exchange. He is currently serving as Director of several
public and private companies.
Michael K. Allio is an independent business consultant concentrating on
advising his clients on strategic, business development and process improvement
projects. He was previously the Vice President and Principal of TracRac
Incorporated, a design and fabrication company. Prior to that, he was the Vice
President and Senior Consultant of Robert J. Allio & Associates, Inc., a
management consulting firm, and Manager of Creative Promotions for Revlon
Incorporated. Mr. Allio became our Interim Chief Executive Officer on January
31, 2003 and is expected to continue as our chief executive officer until a
replacement chief executive officer is obtained.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires our executive officers, directors and persons who own more than 10% of
a registered class of our equity securities to file reports of ownership and
changes of ownership with the SEC within specified due dates. These persons are
required by SEC regulations to furnish us with copies of all such reports they
file. Based solely on the review of the copies of such reports furnished to us,
we believe that, with respect to our fiscal year ended December 31, 2002, all of
our executive officers, directors and 10% stockholders filed all required
reports under Section 16(a) in a timely manner, except as follows: the Company,
on behalf of Mr. Allio, Mr. Demers, Dr. McCann, Mr. Musacchio, Mr. Pactol and
Dr. Serres individually, did not timely report grants of stock options such
persons received in 2002. The Company, on behalf of such individuals, has now
reported or will promptly report on From 4s these option grants.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for the last three fiscal years information
on the annual compensation earned by Dr. Peter P. McCann, who served as our
President and Chief Executive Officer from February 7, 2002 until January 31,
2003, and Dr. Pierre-Francois Serres, who served as our President and Chief
Executive Officer from March 28, 2001 until February 7, 2002. No named executive
officer, other than Dr. McCann, received aggregate annual consideration (salary
and bonus) from the Company in excess of $100,000 during the fiscal year ended
December 31, 2002.
Annual Compensation Long Term Compensation
Awards Payouts
Securities All
Underlying Other
Name and Principal Position Year Salary Bonus Options/SARs Compensation
--------------------------- ---- ------ ----- ------------ ------------
Peter P. McCann, Ph.D.(1) 2002 $ 144,667 -- 11,250 --
2001 -- -- -- --
2000 -- -- -- --
Pierre-Francois Serres(2) 2002 (euro) 91,464 -- 1,250 --
2001 (euro) 86,181(3) -- 10,000 (euro) 1,630(4)
2000 (euro) 73,176(3) -- -- --
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3
(1) Dr. McCann was our President and Chief Executive Officer from February 7,
2002 to January 31, 2003.
(2) Dr. Serres was our President and Chief Executive Officer from March 28, 2001
until February 7, 2002.
(3) This represents amounts paid to Dr. Serres by our subsidiary, Mymetics S.A.,
prior to our acquisition of Mymetics S.A.
(4) Mr. Serres received (euro)1,630 for his participation on the Board of
Directors of our subsidiary, Mymetics S.A., prior to our acquisition of
Mymetics S.A.
OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes the stock options granted to Dr. McCann and
Dr. Serres during the fiscal year ended December 31, 2002, including the
potential realizable value over the 10 1/2-year term of the options, based on
assumed rates of stock appreciation of 5% and 10%, compounded annually. The
potential realized value at assumed annual rates of stock price appreciation for
the option term represents hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and 10%
assumed annual rates of stock price appreciation are required by the rules of
the Securities and Exchange Commission and do not represent our estimate or
projection of our future common stock prices. Potential realizable value is
based upon a fair market value of $3.50 for our common stock on the grant date
of the options, which fair market value is equal to the closing price of our
common stock on the date of grant. Actual gains, if any, on stock option
exercises are dependent on the future performance of our common stock and
overall stock market conditions. The actual value realized may be greater or
less than the potential realizable value set forth in the table.
Individual Grants Potential Realizable Value
At Assumed Annual Rates of
Stock Price Appreciation
for Option Term
Percent of Total
Securities Options Granted
Underlying to Employees in Exercise Expiration
Name Options Granted Fiscal Year (1) Price Date 5% ($) 10% ($)
---- --------------- --------------- ----- ---- ------ -------
Dr. Peter P. McCann 10,000 8.51% $3.50 12/19/12 $23,437 $60,320
1,250 1.06% $3.50 1/22/13 $2,930 $7,540
Dr. Pierre-Francois Serres 1,250 1.06% $3.50 1/22/13 $2,930 $7,540
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(1) We issued options to purchase an aggregate of 117,500 shares of our common
stock during our 2002 fiscal year, including options to purchase 100,000
shares of common stock to our Interim Chief Executive Officer, Michael K.
Allio.
COMPENSATION OF DIRECTORS
Employee directors are not compensated for their role as directors. Our
outside directors receive an annual fee of $7,500, a fee of $750 for each
meeting they attend and a fee of $250 for each committee meeting they attend.
All directors receive reimbursement for their actual expenses incurred in
attending such meetings.
4
In addition, pursuant to our 2001 Stock Option Plan, all directors are
entitled to receive stock options pursuant to the terms and provisions of such
plan. Our practice has been to grant each director (i) 10,000 stock options upon
initial election as a director and (ii) 1,250 additional stock options for each
subsequent year of service after the initial year. During the fiscal year ended
December 31, 2002, 117,500 stock options were granted to directors under our
2001 Stock Option Plan. Of these 100,000 stock options, 100,000 were granted to
Michael Allio pursuant to a consulting arrangement described below.
CONSULTING AGREEMENT WITH MICHAEL ALLIO
In August, 2001, we entered into a Consulting Agreement with Michael Allio,
one of our Directors. Pursuant to this agreement, which was amended by the First
Amendment to Consulting Agreement dated August 21, 2002, and the Second
Amendment to Consulting Agreement dated April 14, 2003, Mr. Allio agreed to
provide us with strategic management consulting services. Mr. Allio's engagement
under this agreement includes, without limitation, developing the scope of the
business, establishing a European-North American operations team, directing and
coordinating initial corporate identity and branding efforts, and crafting a
coherent business plan. Furthermore, Mr. Allio's services include assisting the
Company in establishing a viable U.S. identity and exploring strategic
partnerships in the U.S., Europe and possible elsewhere. In consideration for
those services, Mr. Allio currently receives $25,000 per month, plus
reimbursement of reasonable business expenses. Pursuant to the Consulting
Agreement, as amended, Mr. Allio was granted options to purchase (i) 50,000
shares of our common stock at an exercise price of $2.50 per share (granted as
of August 31, 2001), (ii) 100,000 shares of our common stock at an exercise
price of $0.55 per share (granted as of August 21, 2002), and (iii) 100,000
shares of our common stock at an exercise price of $0.17 per share (granted as
of April 14, 2003), all of which are currently vested. The Consulting Agreement
may be terminated by either party on 15 days' prior written notice.
SERVICES AGREEMENT WITH MFC MERCHANT BANK, S.A.
In May 2001, we entered into a Services Agreement with MFC Merchant Bank,
S.A. ("MFC Bank"), which previously beneficially owned more than 5% of our
outstanding common stock. Pursuant to the Services Agreement, MFC Bank agreed to
provide us with the services of Mr. Musacchio, our Secretary, Chief Operating
Officer, Chief Financial Officer and a Director. In consideration for such
services, we agreed to pay MFC Bank (euro)5,000 per month.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES AT DECEMBER
31, 2002
Neither Dr. McCann nor Dr. Serres, our only named executive officers,
exercised any stock options during 2002. The following table provides
information concerning the number and value of unexercised options held by Dr.
McCann and Dr. Serres at December 31, 2002.
Name Shares Value Number of Securities Value of
Acquired Realized Underlying Unexercised Options Unexercised
on Exercise at December 31, 2002 In-the-Money Options at
December 31, 2002(3)
Exercisable Unexercisable Exercisable Unexercisable
Dr. Peter P. - - - - 11,250(1) - - - -(4) - -(4)
McCann
Dr. Pierre- - - - - 10,000(2) - - - -(4) - -(4)
Francois
Serres
- - - - 1,250(1) - - - -(4) - -(4)
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(1) These options are fully vested and exercisable at $3.50 per share.
5
(2) These options are fully vested and exercisable at $3.15 per share.
(3) The value of unexercised in-the-money options held at December 31, 2002
represents the total gain which an option holder would realize if he or she
exercised all of the in-the-money options held at December 31, 2002, and is
determined by multiplying the number of shares of common stock underlying
the options by the difference between an assumed fair market value per share
and the per share option exercise price. An option is in-the-money if the
exercise price per share of the option is below the assumed fair market
value per share.
(4) The fair market value of the stock underlying these options was $0.09 per
share on December 31, 2002, based on the closing market price of our common
stock on such date. The exercise price of these options exceeds the fair
market value on December 31, 2002. Accordingly, these options were not
in-the-money on December 31, 2002.
EMPLOYMENT AGREEMENTS
On May 3, 2001, we entered into an employment agreement with Dr. Serres
pursuant to which he received a monthly salary of (euro) 7,622 and normal
benefits. In addition, Dr. Serres was permitted to participate in our 2001 Stock
Option Plan, as well as receive discretionary bonuses as approved by the Board.
On April 22, 2003, we notified Dr. Serres that he would be terminated for
"cause" (as defined in the agreement). The employment agreement provides Dr.
Serres with a 10-day period to cure his breaches under the employment agreement.
This cure period expires on May 2, 2003, at which point, if Dr. Serres is unable
to cure his breaches, his employment with us will terminate.
On March 18, 2002, we entered into an employment agreement with Dr. McCann,
pursuant to which he received an annual salary of one hundred seventy thousand
U.S. Dollars ($170,000) and normal benefits. In addition, Dr. McCann was
permitted to participate in our 2001 Stock Option Plan, as well as receive
discretionary bonuses as approved by the Board. Effective January 31, 2003, Dr.
McCann resigned from our Board and as our Chief Executive Officer and President.
In connection with Dr. McCann's resignation, we granted him options to purchase
75,000 shares of our common stock at an exercise price of $0.14 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All executive officer compensation decisions are made by the Compensation
Committee of the Board. The Compensation Committee reviews and recommends the
compensation arrangements for officers and other senior level employees, and
takes such other action as may be required in connection with the Company's
compensation and incentive plans. During 2002, the members of the Compensation
Committee were Mr. Allio, Mr. Demers and Dr. McCann. For part of 2002, Dr.
McCann served as our chief executive officer.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information about the beneficial ownership of
our common stock as of April 25, 2003, by: (a) each of our named executive
officers; (b) each of our directors; (c) each person known to us to be the
beneficial owner of more than 5% of our outstanding voting securities; and (d)
all of our current executive officers and directors as a group. The following is
based solely on statements and reports filed with the Securities and Exchange
Commission or other information we believe to be reliable.
There were 50,944,505 shares of our common stock outstanding on April 25,
2003. This assumes the conversion of all 16,393,316 outstanding Exchangeable
Preferred Shares of our subsidiary, 6543 Luxembourg S.A., which are convertible
into shares of our common stock and ownership of which is deemed to constitute
beneficial ownership of the underlying shares of common stock. We have
determined beneficial ownership in accordance with the rules of the Securities
and Exchange Commission. Except as
6
indicated by the footnotes below, we believe, based on the information furnished
to us, that the persons and entities named in the tables below have sole voting
and investment power with respect to all shares of common stock that they
beneficially own, subject to applicable community property laws.
In computing the number of shares of common stock beneficially owned by a
person and the percentage ownership of that person, shares of common stock
subject to options or warrants held by that person that are currently
exercisable or exercisable within 60 days of April 25, 2003, are deemed
outstanding. These shares of common stock, however, are not deemed outstanding
for the purposes of computing the percentage ownership of any other person.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER TITLE OF CLASS BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- -------------- -------------------- ----------------
Martine Reindle Common 8,519,874(2) 16.72%
CP 18
CH - 1295 Mies, Switzerland
Ernst Lubke Common 4,376,638(2) 8.59%
Route du Muids
CH - 1273 Arzier, Switzerland
Peter P. McCann(1) Common 86,250(3) *
Former Chief Executive Officer, President
and Director
Pierre-Francois Serres(1) Common 11,145,617(4) 21.87%
Chief Scientific Officer and Director
John M. Musacchio(1) Common 132,200(5) *
Chief Operating Officer, Chief
Financial Officer, Secretary and
Director
Robert Demers(1) Common 11,250(6) *
Director
Michael K. Allio(1) Common 261,250(7) *
Director
All current executive officers and Common 11,549,417 22.49%
directors as a group (4 persons)
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* Denotes less than one percent.
(1) Address is c/o Mymetics Corporation, 150 Chestnut Street, Providence, Rhode
Island 02903.
(2) Includes 297,221 shares of our common stock owned by Aralis Participations
S.A. Martine Reindle is the Chairperson, a substantial equity holder and a
member of the Board of Directors of Aralis Participations S.A. Ernest Lubke
is an officer, a substantial equity holder and a member of the Board of
Directors of Aralis Participations S.A. Accordingly, Ms. Reindle and Mr.
Lubke may be deemed to have or share voting and/or investment power over the
shares of our common stock owned by Aralis Participations S.A. We have not
been informed of any changes in this structure.
7
(3) Includes 86,250 shares of common stock that Dr. McCann presently has the
right to acquire pursuant to vested stock options granted under our 2001
Stock Option Plan.
(4) Includes 11,250 shares of common stock which Dr. Serres presently has the
right to acquire pursuant to vested stock options granted under our 2001
Stock Option Plan.
(5) Includes 120,000 shares of common stock which Mr. Musacchio presently has
the right to acquire pursuant to vested stock options granted under our 1994
Stock Option Plan, and 11,250 shares of our common stock that Mr. Musacchio
presently has the right to acquire pursuant to vested stock options granted
under our 2001 Stock Option Plan.
(6) Includes 11,250 shares of common stock which Mr. Demers presently has the
right to acquire pursuant to vested stock options granted under our 2001
Stock Option Plan.
(7) Includes 261,250 shares of common stock which Mr. Allio presently has the
right to acquire pursuant to vested stock options granted under our 2001
Stock Option Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During 2002, there were no transactions (or series of similar transactions),
and there are currently no proposed transactions (or series of similar
transactions), to which we were, are or will be a party in which the amount
involved exceeds $60,000 and in which any of our directors, executive officers
or holders of more than 5% of our common stock, or an immediate family member of
any of the foregoing, had or will have a direct or indirect interest, other than
the transactions described below.
We believe that we have executed all of the transactions set forth below on
terms no less favorable to us than we could have obtained from unaffiliated
third parties. It is our intention to ensure that all future transactions,
including loans, between us and our officers, directors and principal
stockholders and their affiliates are on terms no less favorable to us than
those that we could obtain from unaffiliated third parties.
CREDIT FACILITY WITH MFC MERCHANT BANK S.A.
MFC Merchant Bank S.A. has in the past beneficially owned in excess of 5% of
the outstanding shares of our common stock. MFC Merchant Bank S.A. is a
wholly-owned subsidiary of MFC Bancorp Ltd. Mr. Musacchio, our chief operating
officer, chief financial officer, secretary and a member of our board of
directors, is currently a vice president with MFC Bancorp.
COMPENSATION AND SERVICES AGREEMENTS
In May 2001, we entered into a services agreement with MFC Merchant Bank
S.A. pursuant to which MFC Merchant Bank S.A. agreed to provide us with the
services of Mr. Musacchio, our Chief Operating Officer, Chief Financial Officer,
Secretary and a member of our board of directors. The terms of this services
agreement are described in more detail under "Services Agreement with MFC
Merchant Bank S.A."
We have entered into compensation arrangements with certain of our
directors. The terms of these arrangements are described in more detail under
"Compensation of Directors."
8
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.
Date: April 30, 2003 MYMETICS CORPORATION
By: /s/ Michael K. Allio
------------------------------------
Michael K. Allio
Chairman, Interim Chief Executive
Officer and Director
(Principal Executive Officer)
By: /s/ John M. Musacchio
------------------------------------
John M. Musacchio
Chief Financial Officer,
Secretary and Director
(Principal Financial and
Accounting Officer)
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.
By: /s/ John M. Musacchio April 30, 2003
-----------------------------------
John M. Musacchio
Chief Financial Officer,
Secretary and Director
By: /s/ Robert Demers April 30, 2003
-----------------------------------
Robert Demers
Director
By: /s/ Michael K. Allio April 30, 2003
-----------------------------------
Michael K. Allio
Chairman, Interim Chief Executive Officer
and Director
9
INTERIM CHIEF EXECUTIVE OFFICER
I, Michael K. Allio, certify that:
1. I have reviewed this annual report on Form 10-K/A of Mymetics
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 30, 2003 By: /s/ Michael K. Allio
----------------------------------
Michael K. Allio
Interim Chief Executive Officer
10
CHIEF FINANCIAL OFFICER
I, John M. Musacchio, certify that:
1. I have reviewed this annual report on Form 10-K/A of Mymetics
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 30, 2003 By: /s/ John M. Musacchio
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John M. Musacchio
Chief Financial Officer
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