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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ___________ to __________
Commission file number 0-12627
MEDICAL DISCOVERIES, INC.
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(Name of small business issuer in its charter)
Utah 87-0407858
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
738 Aspenwood Lane, Twin Falls, Idaho 83301
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(Address of principal executive offices)
(208) 736-1799
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(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class On Which Registered
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None None
Securities registered under Section 12(b) of the Exchange Act:
Common Stock, no par value
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(Title of Class)
Check whether the issuer: (1) has 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[ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The issuer's revenues for its most recent fiscal year totaled $7,495.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, as of March 16, 2001, was $3,376,042.
As of March 16, 2001, the issuer had 32,075,421 shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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EXPLANATORY NOTE
This Report on Form 10-KSB/A adds Items 9 through 12 of Part III to the Annual
Report on Form 10-KSB of Medical Discoveries, Inc. (the "Company") for the
fiscal year ended December 31, 2000.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
The following table identifies the names, ages, and positions of all directors
and executive officers of the Company as of April 27, 2001.
Name Age Positions
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David R. Walker ............... 56 Chairman of the Board of Directors
Judy M. Robinett .............. 48 Director and Chief Executive Officer
William J. Novick, Jr., Ph.D... 69 Director, Vice President and Chief Technical Officer
Alvin Zidell .................. 72 Director
Nilesh Desai, M.D.............. 51 Director
All current directors are serving until their successors are elected.
David R. Walker joined the Board of Directors on May 2, 1996, and was appointed
Chairman of the Board on May 10, 1998. He is currently General Manager of
Sunhaven Farms in Prosser, Washington, a position he has held for over twenty
years.
Judy M. Robinett has served as the Company's Chief Executive Officer since
November, 2000, and on February 9, 2001, was elected by the Directors to
fill a vacancy on the Board. Since 1994, she has owned and operated an
international consulting company focused on strategic planning, finance,
marketing, and distribution for entrepreneurs and established companies.
William J. Novick, Jr., Ph.D. has served as the Company's Chief Technical
Officer and a Director since July 28, 1997, and in 1998 was elected as a Vice
President. During the past five years, he has consulted on various
pharmaceutical projects and research for Pharmacia, Upjohn, Park-Davis, Cubest,
MRL, Aventis, Pfizer, Forest Labs and RPR.
Alvin Zidell has been a Director of the Company since December 1, 1993. In the
past five years, he has served as a Vice President of Zidell Properties, a
building company, President of Siding for Less, a siding installation company,
and the owner of an investment company, Alvin Zidell Investments.
Neal Desai, M.D., has served as a Director of the Company since January of 1999.
Dr. Desai is a Diplomat of the American Board of Internal Medicine, and is the
owner of Victory Olive Medical Group in Burbank, California, where he has
practiced internal medicine since 1980.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than ten
percent of the Company's stock, to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten-percent owners are required by applicable
regulations to furnish the Company with copies of all Section 16(a) forms that
they file. Based solely on a review of the copies of such forms furnished to the
Company and written representations from certain persons, the Company believes
that during the year ended December 31, 2000, persons subject to Section 16(a)
reporting requirements filed the required reports on a timely basis.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth certain summary information concerning
compensation paid by the Company to its Chief Executive Officer (the "Named
Executive Officer") for the years ended December 31, 2000, 1999, and 1998.
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No other executive officer of the Company received a total annual salary and
bonus in excess of $100,000 during the year ended December 31, 2000.
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL POSITION FISCAL YEAR ENDED SALARY
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Judy M. Robinett, Chief Executive Officer .... 12/31/00 $20,000
12/31/99 --
12/31/98 --
STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND LONG-TERM INCENTIVE PLAN AWARDS
No options to purchase common stock of the Company were granted to the Named
Executive Officer during 2000 and as of December 31, 2000, the Named Executive
Officer did not hold any such options. The Company has never granted any
freestanding stock appreciation rights and does not maintain any long-term
incentive plans.
COMPENSATION OF DIRECTORS
The Company does not currently compensate directors for services provided as
directors.
EMPLOYMENT CONTRACTS
Judy M. Robinett, the Company's CEO, is an at-will employee without an
employment agreement. She is currently paid a salary of $180,000 per year. The
Company provides no benefits to Ms. Robinett.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information regarding persons known by the
Company to beneficially own, as defined by Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), more than 5% of the
Company's common stock as of March 16, 2001, based solely on information
regarding such ownership available to the Company in filings by such beneficial
owners with the SEC on Schedules 13D and 13G. The following table also sets
forth information regarding beneficial ownership of common stock as of March 16,
2001 by each of the directors and executive officers and by the directors and
executive officers as a group. Except as set forth in the footnotes below, all
such persons possess sole voting and investment power with respect to the shares
listed.
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NUMBER OF SHARES AND RIGHT TO ACQUIRE PERCENT
NATURE OF BENEFICIAL WITHIN 60 DAYS OF OF
NAME OF BENEFICIAL OWNER OWNERSHIP(a) MARCH 16, 2001 CLASS(b)
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CERTAIN BENEFICIAL OWNERS:
None (c)
DIRECTORS AND OFFICERS:
David R. Walker ............................ 241,539 150,000 *
Judy M. Robinett ........................... -- -- --
William J. Novick, Jr., Ph.D ............... 450,000(d) 443,000 1.4
Alvin Zidell ............................... 567,500 485,000 1.8
Nilesh Desai, M.D .......................... 405,415 208,334 1.3
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
(5 PERSONS) ................................... 1,664,454 1,286,334 5.2
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* Less than 1%
(a) Amounts in Column 2 include shares listed in Column 3. For purposes of this
table, shares are considered to be beneficially owned if the person
directly or indirectly has the sole or shared power to vote or direct the
voting of the securities or the sole or shared power to dispose of or
direct the disposition of the securities. Shares are also considered
beneficially owned if a person has the right to acquire the beneficial
ownership of the shares within 60 days of March 16, 2001. Unless otherwise
indicated in these footnotes, each stockholder has sole voting and
investment power with respect to the shares beneficially owned.
(b) The percentages shown are calculated based upon the shares indicated in
Column 2.
(c) As discussed in Items 1 and 7 of the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2000, the Company has issued a certificate
for 5,500,000 shares to Peregrine Properties LLC ("Peregrine") pursuant to
a research funding arrangement being funded through escrow. Until Peregrine
satisfies its funding obligations, Peregrine will not have beneficial
ownership of those shares. However, those shares are deemed issued and
outstanding for purposes of the percentage ownership calculations in this
table. The 5,500,000 shares represent 17.1% of the total issued and
outstanding shares of common stock of the Company as of March 16, 2001.
(d) Excludes 56,000 shares of common stock of the Company that the Company has
agreed to issue in satisfaction of a loan by Dr. Novick to the Company but
which shares are not yet issued.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MEDICAL DISCOVERIES, INC.
/s/ Judy M. Robinett
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Judy M. Robinett
Chief Executive Officer
Date: April 30, 2001
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