10QSB: Optional form for quarterly and transition reports of small business issuers
Published on November 13, 2001
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
- --- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
- --- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission file number: 001-13467
COMMONWEALTH BIOTECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Virginia 54-1641133
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
601 Biotech Drive, Richmond, Virginia 23235
(Address of principal executive offices)
(804) 648-3820
(Issuer's telephone number)
----------
Check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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
--- ---
As of November 13, 2001, 2,076,164 shares of common stock, no par value, of
the registrant were outstanding.
Transitional Small Business Disclosure Format (Check one) Yes: No: X
--- ---
Commonwealth Biotechnologies, Inc.
INDEX
Page
Number
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PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets September 30, 2001
and December 31, 2000 3
Condensed Consolidated Statements of Operations, Three
Months and Nine Months Ended September 30, 2001 and 2000 4
Condensed Consolidated Statements of Cash Flows, Nine
Months Ended September 30, 2001 and 2000 5
Notes To Consolidated Financial Statements 6
Management's Discussion and Analysis 8
PART II. OTHER INFORMATION 17
SIGNATURES 18
2
COMMONWEALTH BIOTECHNOLOGIES, INC.
FINANCIAL INFORMATION
Balance Sheets
- --------------------------------------------------------------------------------
See notes to financial statements.
3
Commonwealth Biotechnologies, Inc.
Statements of Operations
- -------------------------------------------------------------------------------
See notes to financial statements.
4
Commonwealth Biotechnologies, Inc.
Statements of Cash Flows
- --------------------------------------------------------------------------------
See notes to financial statements.
5
Commonwealth Biotechnologies, Inc.
Notes To Financial Statements
Note 1. Basis of Presentation
The accompanying unaudited financial statements (except for the balance sheet at
December 31, 2000, which is derived from audited financial statements) have been
prepared in accordance with generally accepted accounting principles for interim
financial statements and Regulation S-B. Accordingly, they do not include all of
the information required by generally accepted accounting principles for
complete financial statements. In the opinion of the Company, all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the
financial position and the results of operations for the periods presented have
been included. The results of operations for the three and nine months ended
September 30,2001 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001.
Note 2. Earnings (Loss) Per Share
The Company follows the guidance provided in SFAS 128, Earnings Per Share, which
establishes standards for computing and presenting earnings per share and
applies to entities with publicly held common stock or potential common stock.
Those entities that have only common stock outstanding are required to present
only basic per share amounts. Diluted per share amounts assume the conversion,
exercise or issuance of all potential common stock instruments such as warrants
and convertible securities, unless the effect is to reduce a loss or increase
earnings per share. At September 30, 2001 and 2000, the Company had stock
options and warrants outstanding that were anti-dilutive since the Company
incurred a net loss for all periods presented.
Note 3. Contract Purchase
On January 1, 2001, the Company purchased contracts and rights to pending
contracts held by the drug development group of SRA Life Sciences, Inc. of Falls
Church, Virginia for $150,000. In connection with this purchase, the Company
incurred acquisition costs, during 2000, totaling $33,047. These costs have been
capitalized and will be amortized over the life of the contracts which all
expire in 2001.
Note 4. Patent Agreement
On April 30, 2001 the Company signed a patent license agreement (U.S. Patent No.
6,110,683 entitled "Automated DNA Sequencer Loading Dye Which Contains A Lane
Tracking Aid issued August 29, 2000) with Applied Biosystems Group of PE
6
Corporation, New York. This license agreement grants Applied Biosystems a
non-exclusive, worldwide, perpetual, non-assignable license under the Patent.
This enables them to research, develop, make, have made, import, market, use,
sell, have sold, offer to sale, distribute, have distributed and otherwise
exploit products and services and to pass on to end user customers of Applied
Biosystems or its distributors the right to use such product and services. The
Company received licensing fees of $400,000 of which $200,000 was received in
cash in the second quarter and the remaining $200,000 in product and service
credits. With the credits received from the license agreement, the Company
purchased equipment, which was placed in service in the third quarter.
Note 5. Business Considerations
Since 1997 and through 2001, the Company has incurred recurring operating losses
due to increased operating costs without corresponding increases in revenues.
Through September 30, 2001, these deficits along with capital needs were
substantially funded through use of funds obtained from the following:
o In June 1997, the Company completed an initial public offering (IPO)
whereby they received proceeds of $2,626,269, net underwriting and
other offering costs.
o In March 1998, the Company sold Industrial Revenue Development Bonds
totaling $4,000,000.
o In September 2000, the Company completed a private placement of
348,000 shares of common stock. Net proceeds to the Company from this
private placement amounted to $2,350,397.
The Company realizes that in order for it to continue its operations, it must
take steps in achieving a positive cash flow. Management is taking the following
steps targeted to resolve this issue:
1) reduction of management salaries,
2) elimination of non-essential positions,
3) aggressive budget reduction in operating expenses,
4) increased management focus in obtaining additional revenue,
5) actively seeking additional private equity and or debt financing.
It is the intention of the Company throughout the next twelve months to become
cash positive and make a profit. By increasing revenues and implementing
aggressive cost cutting measures, Management believes that the Company can
attain both objectives.
Note 6. Comprehensive Income
Comprehensive income (loss) as of the three and nine months ended September 30,
2001 is $(400,137) and $(1,010,178), respectively. Comprehensive income (loss)
for the three months and nine months ended September 30, 2000 consisted only of
net income (loss).
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following should be read in conjunction with the Company's Financial
Statements and Notes included herein.
Business Considerations (see note # 5)
Overview
The Company's revenues are derived principally from providing macromolecular
synthetic and analytical services to researchers in the biotechnology industry
or who are engaged in life sciences research in government or academic labs
throughout the world. Development of innovative technologies for biotechnology
requires sophisticated laboratory techniques and the Company provides these
services to customers on a contract basis. The Company's customers consist of
private companies, academic institutions and government agencies, all of which
use biological processes to develop products for health care, agricultural, and
other purposes.
The Company generally derives revenue from two types of customers: those who
require a discrete set of services ("lab services"), and those who contract with
the Company on an extended basis for performance of a variety of integrated
services ("commercial, drug development and government contracts"). More often
than not, the Company's customers provide repeat business to the Company. The
Company views commercial, drug development and government contracts as the more
important source of revenue. The Company has continued to focus its efforts on
identifying these customers. These contracts generally range from a few months
to more than a year. Revenues are generally recognized as services are rendered
or as products are delivered. In addition, revenue is also recognized with
performance-based installments payable over the contract duration as milestones
are achieved.
The Company also derives revenues from genetic identity and clinical services.
There has been a dramatic and constant increase in the number of private
paternity cases implemented at the Company. The Company routinely processes
upwards of 125 inquiries per month. The Company implemented rapid and novel
techniques for genotyping analysis that have been applied to cell culture lines.
The Company now performs identity and lineage analysis on different cell lines
for various clients.
The Company realized a loss from operations for the nine months ended September
8
30, 2001 of $1,020,785. This deficit resulted because certain new and existing
contracts did not produce expected revenues as they were either postponed to
subsequent periods or did not materialize.
Results of Operations
Three Months Ended September 30, 2001 Compared with Three Months Ended
September 30, 2000.
The Company experiences fluctuations in all revenue categories. Continuation of
existing projects, or engagement for future projects is usually dependent upon
the customer's satisfaction with the scientific results provided in initial
phases of the scientific program. Continuation of existing projects or
engagement of future projects also often depends upon factors beyond the
Company's control, such as the timing of product development and
commercialization programs of the Company's customers. The combined impact of
commencement and termination of research contracts from several large customers
and unpredictable fluctuations in revenue for laboratory services can result in
very large fluctuations in financial performance.
Revenues
Gross revenues increased by $5,050 or .5% from $999,633 during the third quarter
of 2000 (the "2000 Quarter") to $1,004,683 during third quarter of 2001 (the
"2001 Quarter").
Revenues realized from lab services decreased by $54,448 or 18.3% from $297,189
during the 2000 Quarter to $242,741 during the 2001 Quarter. Even with
management's decision to focus on commercial and government projects, the
Company continues to view lab services as a potential revenue source.
Historically, net revenues have been earned from lab services, however, the
Company views commercial and government projects as the more important source of
revenue (as mentioned below) and has continued to focus its efforts on
identifying long-term customers.
Revenues realized from various commercial contracts increased by $240,650 or
152.1%, from $158,243 during the 2000 Quarter to $398,893 during the 2001
Quarter. This increase is primarily due to work being done on forty-five
individual projects currently in progress. Of the $398,893 in commercial
contracts, revenues earned from the quarter were not associated with any one
major client.
Revenues realized from various government contracts decreased by $213,742 or
47.0%, from $454,406 during the 2000 Quarter to $240,664 during the 2001
Quarter. This category primarily consists of the project that was awarded from
the Illinois Institute of Technology Research Institute (see "Business
Considerations"). During the
9
third Quarter of 2000, the second year of this contract was awarded to the
Company. Third quarter revenues amounted to $58,000. The reduction in revenue
was primarily due to the completion of the second year of the project prior to
the start of the third quarter. The Company expects that the third year of the
project will be awarded with expected revenues of $790,000.
Revenues realized from genetic identity decreased by $34,156 or 39.4%, from
$86,576 during the 2000 Quarter to $52,420 during the 2001 Quarter. This
decrease is a direct result from one of our clients performing the work
internally.
In 2001, the Company implemented rapid and novel techniques for genotyping
analysis that have been applied to cell culture lines. Consequently, the company
performs identity and lineage analysis on different cell lines for various
clients. Total revenue derived from genotyping services alone amounted to
$58,554 during the 2001 Quarter.
Cost of Services
Cost of services consists primarily of materials, labor, subcontractor costs and
overhead. The cost of services increased by $88,344 or 11.2%, from $786,933
during the 2000 Quarter to $875,277 during 2001 Quarter. The cost of services as
a percentage of revenue was 87.1% and 78.7% during the 2001 and 2000 quarters,
respectively.
Labor costs increased by $36,352, or 16.8%, from $216,122 during the 2000
Quarter to $252,474 during the 2001 Quarter. This increase reflects additional
hours being directly charged to projects.
The costs for direct materials increased by $5,192, or 4.5%, from $115,010
during the 2000 Quarter, to $120,202 during the 2001Quarter. These costs are
directly attributable to the revenue generated by the Company.
Overhead cost consists of indirect labor, depreciation, freight charges, repairs
and miscellaneous supplies not directly related to a particular project. Total
overhead costs increased by $49,890, or 11.1%, from $450,211 during the 2000
Quarter to $500,101 during the 2001 Quarter. This increase is primarily due to
amortization costs in the amount of $45,761 from Drug Development contracts
purchased in January 2001.
Sales, General and Administrative
Sales, general and administrative expenses ("SGA") consist primarily of
compensation and related costs for administrative, marketing and sales
personnel, facility expenditures, professional fees, consulting, taxes, and
depreciation. Total SGA costs increased by $26,792, or 6.0%, from $442,993
during the 2000 Quarter to $469,785 during 2001 Quarter. As a percentage of
revenue, these costs were 46.7% and 44.3%
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during 2001 and 2000, respectively.
Total compensation and benefits increased by $25,284 or 17.8% from $141,763
during the 2000 Quarter to $167,047 during the 2001 Quarter. This increase is
primarily attributable to the reallocation of personnel that were once charged
to work on the subcontract from the Illinois Institute of Technology Research
Institute back to the administrative area. In addition, three employees were
added to assist in the administrative support of the Company. Professional fees
decreased by $25,462, or 28.0%, from $90,873 during the 2000 Quarter to $65,411
during the 2001 Quarter. This decrease is primarily due to legal costs
associated with patent costs not occurring in the 2001 quarter. Office Expenses
decreased by $30,371, or 66.8% from $45,415 during the 2000 Quarter to $15,044
during the 2001 Quarter. This reduction is a direct result of eliminating
various items previously purchased in prior periods not needed by the Company.
Marketing costs increased by $41,688 or 117.9%, from $35,351 during the 2000
Quarter to $77,039 during the 2001 Quarter. During the third quarter of 2001,
the Company continued to increase its marketing exposure throughout the
marketplace with major increases in advertising and public relations.
Other Income (Expenses)
Interest income increased by $1,787, or 22.1% from $8,087 during the 2000
Quarter to $9,874 during the 2001 Quarter. Interest income has been derived from
investing the unused portion of the restricted cash realized by the Company from
the successful sale (March 1998) of Industrial Revenue Bonds (IRBs) for
construction of the Company's new facility. Interest income also increased due
to the investing of the proceeds received from the private placement on
September 27, 2000.
Interest costs incurred by the Company during the 2000 and 2001 Quarters
included 1) interest paid to financial institutions for loans made to the
Company; 2) interest paid for the Company's IRBs; and 3) amortization of costs
incurred as a consequence of the completion of the Company's IRB financing.
Interest expense and amortization decreased $16,520 or 19.10% from $86,152
during the 2000 Quarter to $69,632 during the 2001 Quarter. This decrease is the
result of payments on the principal balance of long-term debt.
Results of Operations
Nine Months Ended September 30, 2001 Compared with Nine Months Ended
September 30, 2000.
Revenues
Gross revenues increased by $523,251 or 15.8% from $3,310,759 during the 2000
Period ("the 2000 Period") to $3,834,010 during the 2001 Period. ("the 2001
Period").
Revenues realized from lab services decreased by $164,961 or 23.7% from $695,569
11
during the 2000 Period to $530,608 during the 2001 Period. As mentioned in the
results of operations for the quarter, the Company continues to view lab
services as a potential revenue source. However, the Company views commercial
and government projects as the more important source of revenue (as mentioned
below) and has continued to focus its efforts on identifying long-term
customers.
Revenues realized from various commercial contracts increased by $565,569 or
61.1%, from $925,268 during the 2000 Period to $1,490,837 during the 2001
Period. This increase is primarily due to work on ninety-three projects that
have either been completed or are in the process being done. Of the $1,490,837
in commercial contracts one major client represents 11.6% of the revenue earned
during the 2001 Period.
Revenues realized from various government contracts decreased by $392,367 or
26.1%, from $1,499,176 during the 2000 Period to $1,106,809 during the 2001
Period. As mentioned in the results from operations for the quarter, this
category primarily consists of the project that was awarded from the Illinois
Institute of Technology Research Institute (see "Business Considerations").
During the third Quarter of 2000, the second year of this contract was awarded
to the Company and provided revenues of approximately $1.2 million. This revenue
was recognized during the last three months of 2000 and the first six months of
2001. The Company expects that the third year of the project will be awarded
with expected revenues of $790,000.
In 2001, the Company implemented rapid and novel techniques for genotyping
analysis that have been applied to cell culture lines. Consequently, the company
performs identity and lineage analysis on different cell lines for various
clients. Total revenue derived from genotyping services alone amounted to
$95,359 during the 2001 Period.
On April 30, 2001 the Company executed a patent license agreement (U.S. Patent
No. 6,110,683) with Applied Biosystems Group of PE Corporation, New York. The
Company received licensing fees of $400,000 of which $200,000 was received in
cash in the second quarter and the remaining $200,000 in product and service
credits.
Cost of Services
Cost of services consists primarily of materials, labor, subcontractor costs and
overhead. The cost of services increased by $760,725 or 33.5%, from $2,266,520
during the 2000 Period to $3,027,245 during 2001 Period. The cost of services as
a percentage of revenue was 78.9% and 68.4% during the 2001 and 2000 Periods,
respectively. This percentage increase was primarily due to additional
expenditures in subcontractor costs (see below.)
Labor costs increased by $212,139, or 30.9%, from $685,599 during the 2000
Period to $897,738 during the 2001 Period. This increase reflects additional
hours being directly charged to projects.
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The costs for direct materials increased by $103,718, or 28.3%, from $366,353
during the 2000 Period, to $470,071 during the 2001 Period. These increased
costs are directly attributable to the increase of revenue generated by the
Company.
Subcontractor costs increased by $85,692, or 527.9%, from $16,230 during the
2000 Period to $101,922 during the 2001 Period. This increase is due to costs
incurred from subcontractors in the new drug development activity that was
placed in operation in the 2001 Period.
Overhead cost consists of indirect labor, depreciation, freight charges, repairs
and miscellaneous supplies not directly related to a particular project. Total
overhead costs increased by $359,176 or 29.9%, from $1,198,338 during the 2000
Period to $1,557,514 during the 2001 Period. This increase is primarily due to
the following: 1) indirect labor, $81,564, 2) fringe benefits from increased
costs and additional personnel, $52,423 3) amortization costs of $137,285 from
the acquisition of the Drug Development contracts in January 2001, 4) increased
depreciation expense, $52,298, 5) and general supplies not directly associated
with any particular project also contributed to this increase by $66,275.
Sales, General and Administrative
Sales, general and administrative expenses ("SGA") consist primarily of
compensation and related costs for administrative, marketing and sales
personnel, facility expenditures, professional fees, consulting, taxes, and
depreciation. Total SGA costs increased by $571,418, or 51.1%, from $1,116,441
during the 2000 Period to $1,687,859 during 2001 Period. As a percentage of
revenue, these costs were 44.0% and 33.7% during 2001 and 2000, respectively.
Total compensation and benefits increased by $236,106 or 84.1% from $280,546
during the 2000 Period to $516,652 during the 2001 Period. As mentioned in the
results from operations for the quarter, this increase is primarily attributable
to the reallocation of personnel that were once charged to work on the
subcontract from the Illinois Institute of Technology Research Institute back to
the administrative area. In addition, three employees were added to assist in
the administrative support of the Company. Facility costs increased by $54,784
or 37.1% from $147,657 during the 2000 Period to $202,441 during the 2001
Period. This increase is primarily due to rent paid for the offices of the drug
development group. Maintenance and repairs increased by $25,319, or 195.7%, from
$12,936 during the 2000 Period to $38,255 during the 2001 Period. This increase
is primarily due additional operating leased equipment needed to support the
offices of the drug development group. Professional fees increased by $67,010,
or 28.9%, from $231,766 during the 2000 Period to $298,776 during the 2001
Period. This increase is primarily due to consulting fees incurred to insure the
continuation of a smooth transition of the drug development offices. In
addition, the Company opted to increase its coverage in personal liability for
both the corporate and drug development offices. Total taxes and licenses
increased by $20,557 or 27.2% from $75,392 during the 2000 Period to $95,949
during the 2001 Period. This increase is due to additional
13
sales tax being paid to the Virginia Department of Taxation on various products
purchased by the Company. Office Expenses decreased by $25,430, or 23.0% from
$110,092 during the 2000 Period to $84,662 during the 2001 Period. This
reduction is a direct result of eliminating various items previously purchased
in prior periods not needed by the Company. Marketing Expenses increased by
$208,547, or 238.8% from $87,331 during the 2000 Period to $295,878 during the
2001 Period. During the 2001 Period, the Company opted to increase its marketing
exposure with major increases in advertising and public relations.
Other Income (Expenses)
Interest income increased by $47,494, or 184.4% from $25,748 during the 2000
Period to $73,242 during the 2001 Period. Interest income has been derived from
investing the unused portion of the restricted cash realized by the Company from
the successful sale (March 1998) of Industrial Revenue Bonds (IRBs) for
construction of the Company's new facility. Interest income also increased due
to the investing of the proceeds received from the private placement on
September 27, 2000.
Interest costs incurred by the Company during the 2000 and 2001 Periods
included 1) interest paid to financial institutions for loans made to the
Company; 2) interest paid for the Company's IRBs; and 3) amortization of costs
incurred as a consequence of the completion of the Company's IRB financing.
Interest expense decreased $40,061 or 15.8% from $252,994 during the 2000 Period
to $212,933 during the 2001 Period. This decrease is the result of payments on
the principal balance of long-term debt.
Liquidity and Capital Resources
Business Considerations (see note # 5)
The 2001 Period reflected a decrease in cash of $711,400 from operating
activities, as compared to a decrease of $240,853 from operating activities
during the 2000 Period. The significant cash outflow for 2001 was primarily due
to substantial investments made by the Company in facility costs, personnel,
equipment, sales, and marketing efforts. The cost outlays in 2001 were made
possible by capital realized from the Company's private placement on September
27, 2000.
Net working capital as of September 30, 2001 and December 31, 2000 was $482,634
and $1,553,139 respectively. This decrease is a direct result of the significant
loss in the 2001 Period of $1,020,785. Cash flows from new and existing
contracts that were expected to occur in the first quarter either were postponed
to subsequent periods or did not materialize. As a result management is seeking
sources of new capital which it believes will be necessary to fund future
operations.
On April 30, 2001 the Company signed a patent license agreement (U.S. Patent No.
6,110,683 entitled "Automated DNA Sequencer Loading Dye Which Contains A Lane
14
Tracking Aid issued August 29, 2000) with Applied Biosystems Group of PE
Corporation, New York. This license agreement grants Applied Biosystems a
non-exclusive, worldwide, perpetual, non-assignable license under the Patent.
This enables them to research, develop, make, have made, import, market, use,
sell, have sold, offer to sale, distribute, have distributed and otherwise
exploit products and services and to pass on to end user customers of Applied
Biosystems or its distributors the right to use such product and services. The
Company received licensing fees of $400,000 of which $200,000 was received in
cash in the second quarter and the remaining $200,000 in product and service
credits. These credits were utilized in the third quarter.
The Company continues to search for long-term projects as the more important
source of revenue and has continued to focus its efforts on identifying
long-term customers. Long-term projects generally range from a few months to
more than a year. In the fourth quarter of 1999, the Company was awarded a
five-year subcontract with the Illinois Institute of Technology Research
Institute. The contract is valued at approximately $8.5 million. During the
third Quarter of 2000, the second year of this contract was awarded to the
Company and provided revenues of approximately $1.2 million. This revenue was
recognized during the last three months of 2000 and the first nine months of
2001. The Company expects that the third year of the project will be awarded
with expected revenues of $790,000.
Management has in the past and will continue to seek additional equity and or
debt financing in the future to further the Company's development.
Forward Looking Statements
Management has included herein certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. When used, statements
that are not historical in nature, including the words "anticipated",
"estimate", "should", "expect", "believe", "intend", and similar expressions are
intended to identify forward-looking statements. Such statements are, by their
nature, subject to certain risks and uncertainties.
Among the factors that could cause the actual results to differ materially from
those projected are the following:
o business conditions and the general economy,
o the development and implementation of the Company's long-term business
goals,
o federal, state, and local regulatory environment,
o lack of demand for the Company's services,
15
o the ability of the Company's customers to perform services similar to
those offered by the Company "in-house,"
o potential cost containment by the Company's customers resulting in
fewer research and development projects,
o the Company's ability to receive accreditation to provide various
services, including, but not limited to paternity testing, and
o the Company's ability to hire and retain highly skilled employees,
Other risks, uncertainties, and factors that could cause actual results to
differ materially from those projected are detailed from time to time in reports
filed by the company with the Securities and Exchange Commission, including
Forms 8-K, 10-QSB, and 10-KSB.
16
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit Number Description of Exhibit
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (1)
4.1 Form of Common Stock Certificate (1)
4.2 Indenture of Trust by and between the Virginia Small
Business Financing Authority and Crestar Bank
relating to
17
the issuance of industrial revenue bonds for the
benefit of the Company (2)
10.1 Warrant Agreement between the Company and Richard J.
Freer, as amended (1)
10.2 Warrant Agreement between the Company and Thomas R.
Reynolds, as amended (1)
10.3 Warrant Agreement between the Company and Robert B.
Harris, as amended (1)
10.4 Employment Agreement for Richard J. Freer (1)
10.5 Employment Agreement for Thomas R. Reynolds (1)
10.6 Employment Agreement for Robert B. Harris (1)
10.7 Executive Severance Agreement for Richard J.
Freer (1)
10.8 Executive Severance Agreement for Thomas R.
Reynolds (1)
10.9 Executive Severance Agreement for Robert B.
Harris (1)
10.10 1997 Stock Incentive Plan, as amended (1)
10.11 Loan Agreement by and between the Virginia Small
Business Financing Authority and the Company (2)
- ----------
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2, Registration No. 333-31731, as amended.
(2) Incorporated by reference to the Company's Current Report on Form 8-K,
dated April 6, 1998, File No. 001-13467.
(b) Reports on Form 8-K. No reports on Form 8-K were filed for the period
covered by this report.
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.
COMMONWEALTH BIOTECHNOLOGIES, INC.
By: /s/ James H. Brennan
-------------------------------
James H. Brennan
Controller and Principal Accounting
Officer
November 13, 2001
18