FCCC INC - Annual Report: 2010 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________
FORM
10-K
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(Mark
One)
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[X]
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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FOR
THE FISCAL YEAR ENDED MARCH 31, 2010
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OR
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[
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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For
the transition period from _______________ to
_______________
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Commission
File number: 811-0969
| FCCC, INC. | ||
| (Exact name of small business issuer as specified in its charter) | ||
| Connecticut | 06-0759497 | |
|
(State or other jurisdiction
of incorporation or
organization)
|
(I.R.S. Employer Identification No.) | |
| 200 Connecticut Avenue, Norwalk, Connecticut 06854 | ||
| (Address of principal executive offices) (Zip Code) | ||
| (203) 855-7700 | ||
| (Registrant’s telephone number, including area code) |
| Securities registered under Section 12(b) of the Exchange Act: | ||
| Title of each class | Name of each exchange on which registered | |
| None | None | |
| Securities registered under Section 12(g) of the Exchange Act: | ||
| Common Stock | ||
| (Title of class) | ||
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [
] No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act. Yes [ ] No [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company’ in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller Reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
[X] No [ ]
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
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 [ ]
Indicate
by check mark if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K(§229.405 of this chapter) 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 10-K or any
amendment to this Form 10-K. [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months) or for such shorter period that the
registrant was required to submit and post such files). Yes
[ ] No [ ]
State
issuer’s revenues for its most recent fiscal year ended March 31,
2010: $10,000
As of
March 31, 2010, the aggregate market value of the issuer’s common stock held by
non-affiliates of the issuer was approximately $80,000.
APPLICABLE
ONLY TO CORPORATE ISSUERS
The
number of shares outstanding of the issuer’s Common Stock, as of March 31, 2010,
was: 1,561,022.
Transitional
Small Business Format: Yes [ ] No
[X]
FCCC,
INC.
FORM
10-K
TABLE
OF CONTENTS
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Page
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FORWARD-LOOKING
STATEMENTS
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PART
I
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ITEM
1.
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Description
of Business and Recent Developments
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1-2
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ITEM
2.
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Description
of Property
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3
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ITEM
3.
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Legal
Proceedings
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3
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ITEM
4.
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Submission
of Matters to a Vote of Security Holders
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3
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PART
II
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ITEM
5.
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Market
for Common Equity and Related Stockholder Matters
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3
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ITEM
6.
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Management’s
Discussion and Analysis or Plan of Operation
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4-5
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ITEM
7.
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Financial
Statements
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5-16
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ITEM
8.
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Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
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17
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ITEM
8A.
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Controls
and Procedures
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17
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ITEM
8B.
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Other
Information
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18
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PART
III
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ITEM
9.
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Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act
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19
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ITEM
10.
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Executive
Compensation
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20-21
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ITEM
11.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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22-24
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ITEM
12.
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Certain
Relationships and Related Transactions
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24
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ITEM
13.
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Exhibits
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24
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ITEM
14.
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Principal
Accountant Fees and Services
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24-25
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SIGNATURES
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26
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EXHIBIT
INDEX
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27
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EXHIBIT
31.1
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EXHIBIT
32.1
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This annual report and other reports
issued by FCCC, Inc. (the “Company” or “FCCC”), including reports filed with the
Securities and Exchange Commission, may contain “forward-looking” statements,
within the meaning of the Private Securities Litigation Reform Act of 1995, that
deal with future results, plans or performances. In addition, the Company’s
management may make such statements orally, to the media, or to securities
analysts, investors or others. Accordingly, forward-looking statements deal with
matters that do not relate strictly to historical facts. The Company’s future
results may differ materially from historical performance and forward-looking
statements about the Company’s expected financial results or other plans are
subject to a number of risks and uncertainties. This section and other sections
of this report may include factors that could materially and adversely impact
the Company’s financial condition and results of operations. Given these risks
and uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results. The Company undertakes no
obligation to revise or update any forward-looking statements after the date
hereof.
PART
I
ITEM 1. DESCRIPTION OF BUSINESS and RECENT
DEVELOPMENTS
General
FCCC, Inc. (Bulletin Board “FCIC”) was
incorporated under the laws of the State of Connecticut on May 6, 1960 under the
name The First Connecticut Small Business Investment Company. The Company
changed its name to The First Connecticut Capital Corporation on January 27,
1993, and then to FCCC, Inc. on June 4, 2003. The Company maintains its
principal executive offices at 200 Connecticut Avenue, 5th Floor, Norwalk,
Connecticut, Telephone Number 203-855-7700. FCCC is authorized to issue
22,000,000 shares of common stock, without par value, stated value $.50 per
share. The Company currently has 1,561,022 shares of common stock issued
and outstanding at March 31, 2010.
The Company has had limited
operations since June 30, 2003. Such operations consist of a search for an
appropriate transaction such as a merger, acquisition, reverse merger or other
business combination with an operating business or other appropriate financial
transaction. See “Current Business” below.
Current
Business
Since June 2003, the Company’s
operations consist of a search for a merger, acquisition, reverse merger or a
business transaction opportunity with an operating business or other financial
transaction; however, there can be no assurance that this plan will be
successfully implemented. Until a transaction is effectuated, the Company does
not expect to have significant operations. At this time, the Company has no
arrangements or understandings with respect to any potential merger,
acquisition, reverse merger or business combination candidate.
It is anticipated that opportunities
may come to FCCC’s attention from various sources, including its management, its
stockholders, professional advisors, securities broker-dealers, venture
capitalists, members of the financial community, and others who may present
unsolicited proposals. At this time, FCCC has no plans, understandings,
agreements, or commitments with any individual or entity to act as a finder in
regard to any business opportunities for it. While it is not currently
anticipated that the Company will engage unaffiliated professional firms
specializing in business acquisitions, reorganizations or other such
transactions, such firms may be retained if management deems it in the best
interest of the Company. Compensation to a finder or business acquisition firm
may take various forms, including one-time cash payments, payments involving
issuance of securities (including those of the Company), or any combination of
these or other compensation arrangements. Consequently, the Company is currently
unable to predict the cost of utilizing such services.
1
The
Company has not restricted its search to any particular business, industry, or
geographical location. In evaluating a transaction, the Company analyzes all
available factors and makes a determination based on a composite of available
facts, without reliance on any single factor.
It is not possible at this time to
predict the nature of a transaction in which the Company may participate.
Specific business opportunities would be reviewed as well as the respective
needs and desires of the Company and the legal structure or method deemed by
management to be suitable would be selected. In implementing a structure for a
particular transaction, the Company may become a party to a merger,
consolidation, reorganization, tender offer, joint venture, license, purchase
and sale of assets, or purchase and sale of stock, or other arrangement the
exact nature of which cannot now be predicted. Additionally, the Company may act
directly or indirectly through an interest in a partnership, corporation or
other form of organization. Implementing such structure may require the merger,
consolidation or reorganization of FCCC with other business organizations and
there is no assurance that the Company would be the surviving entity. In
addition, the present management and stockholders of the Company may not have
control of a majority of the voting shares of FCCC following a reorganization or
other financial transaction. As part of such a transaction, some or all of
FCCC’s existing directors may resign and new directors may be appointed. The
Company’s operations following its consummation of a transaction will be
dependent on the nature of the transaction. There may also be various risks
inherent in the transaction, the nature and magnitude of which cannot be
predicted.
The Company may also be subject to
increased governmental regulation following a transaction; however, it is not
possible at this time to predict the nature or magnitude of such increased
regulation, if any.
The Company expects to continue to
incur moderate losses each quarter until a transaction considered appropriate by
management is effectuated. (See Page 4 – Plan of
Operation)
Recent
Developments
The Board of Directors of “the Company”
declared a Special Cash Distribution on July 10, 2009, to all stockholders of
record as of July 24, 2009, of $0.80 per share in cash, of the Company’s
outstanding Common Stock. The distribution was effectuated on or
about August 7, 2009 (the “Distribution Date”). The amount of the
total distribution was approximately $1,249,000.
After the payment of this special
distribution, FCCC, Inc. had cash funds on September 30, 2009 of approximately
$284,000 and will continue to seek opportunities, including, without limitation,
a merger, reverse merger, acquisition or other financial transaction with an
operating business. The cash funds of the Company at fiscal year end
March 31, 2010 were $250,000.
Lawrence Yurdin and Martin Cohen,
members of the Board of Directors of the Company, tendered their resignations as
directors by letters dated June 30, 2009 and July 1, 2009,
respectively. The letters were held in escrow and the resignations
became effective on the Distribution Date (August 7, 2009) and they are no
longer associated with the Company, other than as shareholders.
Competition
FCCC is in direct competition with many
other entities in its efforts to locate a suitable transaction. Included in the
competition are business development companies, SPAC’s, venture capital firms,
small business investment companies, venture capital affiliates of industrial
and financial companies, broker-dealers and investment bankers, management
consultant firms and private individual investors. Many of these entities
possess greater financial resources and are able to assume greater risks than
those which FCCC could consider. Many of these competing entities also possess
significantly greater experience and contacts than FCCC’s management. Moreover,
FCCC also competes with numerous other companies similar to it for such
opportunities.
2
Employees
and Consultants
The Company currently has no employees.
The Company has one executive officer, who has a consulting arrangement with the
Company. Specifically, on July 1, 2003, the Company and Mr. Bernard
Zimmerman entered into a Consulting Agreement (the “Zimmerman Consulting
Agreement”) which provided for monthly payments of $2,000 to Mr. Zimmerman or
his affiliate plus reasonable and necessary out-of-pocket expenses. Upon the
expiration of the Zimmerman Consulting Agreement on July 1, 2006, the Board of
Directors authorized the extension of the Zimmerman Consulting Agreement, on a
month to month basis. Management of the Company expects to use
consultants, attorneys and accountants as necessary, and it is not expected that
FCCC will have any full-time or other employees, except as may be the result of
completing a transaction.
ITEM 2. DESCRIPTION OF
PROPERTY.
The Company leases office space and
services located at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut from
an unaffiliated party pursuant to a month-to-month arrangement at a charge of
$500 per month.
ITEM 3. LEGAL
PROCEEDINGS.
There are no legal proceedings which
are pending or have been threatened against the Company or any officer, director
or control person of which management is aware at this time.
ITEM 4. SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of
security holders through the solicitation of proxies or otherwise during the
fourth quarter or the fiscal year covered by this report.
PART
II
Price
Range of Common Stock
The Company’s common stock is traded
over the counter, and the bid and ask prices of the Company’s stock are quoted
on the OTC Bulletin Board under the symbol FCIC. Following are the low sales and
high sales prices for the Company’s common stock during the fiscal years ended
March 31, 2010 and 2009 as quoted on the OTC Bulletin Board. The
information shown below was obtained from Bloomberg Finance, L.P.
|
FY
Ended March 31, 2010
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Low
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High
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||||||||
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First
Quarter
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$
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0.15
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$
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0.15
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||||||
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Second
Quarter
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0.12
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0.29
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||||||||
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Third
Quarter
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0.13
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0.21
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||||||||
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Fourth
Quarter
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0.10
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0.17
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||||||||
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FY
Ended March 31, 2009
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Low
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High
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||||||||
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First
Quarter
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$
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1.01
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$
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1.10
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||||||
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Second
Quarter
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0.86
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1.10
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||||||||
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Third
Quarter
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0.55
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0.94
|
||||||||
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Fourth
Quarter
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0.64
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1.00
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||||||||
3
The above
quotations do not reflect inter-dealer prices, with or without retail mark-up,
mark-down or commissions and may not represent actual transactions.
Please note that the bid and asked
prices in the table above for the first and second quarters in FY ended March
31, 2010, through August 14, 2009, have been adjusted for the $.80 per share
distribution paid on August 14, 2009.
On March 31, 2010, the closing bid
price for the Company’s common stock was $.10 per share.
Holders
The approximate number of stockholders
of record of the Company on March 31, 2010 was 1,100. The
number of shares of the Company’s common stock outstanding as of March 31, 2010
was 1,561,022.
Dividends
and Distributions
See Recent Developments – Page
2
The
Company may or may not pay cash dividends or make other distributions in the
future depending on a number of factors. The Company may, however,
pay a cash dividend or other distribution as part of a merger, acquisition,
reverse merger or business combination transaction or if the Board of Directors
deems it advisable for the benefit of all shareholders at any
time.
ITEM 6. MANAGEMENT’S DISCUSSION
AND ANALYSIS AND PLAN OF OPERATION.
Plan
of Operation
The Company has limited operations and
is actively seeking merger, reverse merger, acquisition or business combination
opportunities with an operating business or other financial transaction
opportunities. Until a transaction is effectuated, the Company does not expect
to have significant operations. Accordingly, during such period, the Company
does not expect to achieve sufficient income to offset its operating expenses,
resulting in operating losses that may require the Company to use and thereby
reduce its cash balance. For further information on the Company’s plan of
operation and business, see Item I, Current Business. Until the
Company completes a merger, reverse merger or other financial transaction, and
unless interest rates increase dramatically, the Company will continue to incur
a loss of between $15,000 to $20,000 per quarter.
RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
During the year ended March 31, 2010,
the Company had a loss from operations of $(67,000) before taxes. The
loss is attributable to the operational and administrative expenses incurred
during the year less interest income earned. During the year ended March 31,
2009, the loss from operations was $(48,000) before taxes. The
increase in the loss in the current year is primarily due to a decrease in
interest income received due to lower rates on invested funds and lesser funds
available for investment due to the cash distribution of $1,249,000 paid in
August 2009. The operating and administrative expenses incurred
in the year ended March 31, 2010 was approximately the same as in the year ended
March 31, 2009.
During the year ended March 31, 2010
the Company incurred a loss from operations of $(67,000) before taxes compared
to a loss from operations of $(48,000) before taxes in the year ended March 31,
2009. The increase in the loss year ended March 31, 2010 is
attributable to:
|
(A)
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Lesser interest income
received of $23,000 in the current year as compared to the previous
year. The decrease in the interest received is a result of lesser
funds available for investment due to the cash distribution of $1,249,000
made in early August 2009 and lesser rates of interest received on
invested funds.
|
4
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(B)
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A decrease in operating and administrative expenses of $4,000 in the
year ended March 31, 2010. This decrease is primarily due to
expenses (including advertising) incurred in the year ended March 31, 2010
and other costs in connection with potential reverse merger opportunities
which were somewhat less than in the year ended March 31,
2009.
|
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(C)
|
Taxes paid in the year ended March 31, 2010 were $6,000 as compared
to $3,000 in taxes paid in the previous year. The difference is due
to the timing in the payment of taxes including estimated
taxes.
|
Liquidity
and Capital Resources
Stockholder’s
equity as of March 31, 2010 was $239,000 as compared to $ 1,561,000 at March 31,
2009. The decrease is attributable to the net loss incurred by the Company
during the fiscal year ended March 31, 2010 and the distribution of $1,249,000
in August 2009.
The
Company had cash on hand at March 31, 2010 of $250,000 as compared to $1,572,000
at March 31, 2009. The decrease in cash on hand is due to losses
sustained by the Company in the year ended March 31, 2010 and the Company’s use
of $1,249,000 of cash on hand to pay the special cash distribution on August 7,
2009 (See “Recent Developments” – Page 2).
The
Company does not have any arrangements with banks or financial institutions with
respect to the availability of financing in the future.
Please
see “Recent Developments” Page 2 concerning the payment of a substantial cash
distribution and the resulting decrease in the Company’s cash position, which
will cause the Company to have quarterly losses at least and until a transaction
is concluded.
The
payment of any cash distribution or dividend is subject to the discretion of the
Company’s Board of Directors. At this time the Company has no plans
to pay any additional cash distributions or dividends in the foreseeable
future.
ITEM 7. FINANCIAL
STATEMENTS.
FCCC,
INC.
INDEX
TO FINANCIAL STATEMENTS
| Page | |||
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
6
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FINANCIAL
STATEMENTS:
|
|||
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Balance
Sheets
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7
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Statements
of Operations
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8
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Statements
of Changes in Stockholders’ Equity
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9
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Statements
of Cash Flows
|
10
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Notes
to Financial Statements
|
11-16
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5
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors and
Stockholders’
of FCCC, Inc.
Norwalk,
Connecticut
We have
audited the accompanying balance sheets of FCCC, Inc. (the Company) as of March
31, 2010 and 2009, and the related statements of operations, stockholders’
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of FCCC, Inc. as of March 31, 2010,
and 2009, and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the
United States of America.
/s/ Braver
P.C.
Certified
Public Accountants
Providence,
Rhode Island
Date: June
11, 2010
6
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FCCC,
INC.
|
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BALANCE
SHEETS
|
||||||||
|
(Audited)
|
||||||||
|
(Dollars
in thousands, except share data)
|
||||||||
| March 31, | ||||||||
|
2010
|
2009
|
|||||||
|
ASSETS
|
||||||||
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Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 250 | $ | 1,572 | ||||
|
Accrued
interest receivable
|
- | 2 | ||||||
|
Total
current assets
|
250 | 1,574 | ||||||
|
Other
assets
|
1 | 1 | ||||||
|
TOTAL
ASSETS
|
$ | 251 | $ | 1,575 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable and other accrued expenses
|
$ | 12 | $ | 14 | ||||
|
Total
current liabilities
|
12 | 14 | ||||||
|
Commitments
and contingencies
|
- | - | ||||||
|
TOTAL
LIABILITIES
|
12 | 14 | ||||||
|
Stockholders’
equity:
|
||||||||
|
Common
stock, no par value, stated value $.50 per share,
|
||||||||
|
authorized
22,000,000 shares, issued and outstanding
|
||||||||
|
1,561,022
shares at March 31, 2010 and March 31, 2009
|
781 | 781 | ||||||
|
Additional
paid-in capital
|
8,035 | 9,284 | ||||||
|
Accumulated
deficit
|
(8,577 | ) | (8,504 | ) | ||||
|
Total
stockholders’ equity
|
239 | 1,561 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 251 | $ | 1,575 | ||||
|
See
notes to financial statements.
|
||||||||
7
|
FCCC,
INC.
|
||||||||
|
STATEMENTS
OF OPERATIONS
|
||||||||
|
(Audited)
|
||||||||
|
(Dollars
in thousands, except share data)
|
||||||||
|
For
the Years Ended March 31,
|
||||||||
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2010
|
2009
|
|||||||
|
Income:
|
||||||||
|
Interest
income
|
$ | 10 | $ | 33 | ||||
|
Total
income
|
10 | 33 | ||||||
|
Expense:
|
||||||||
|
Legal
expenses
|
12 | 12 | ||||||
|
Operating
and administrative expenses
|
65 | 69 | ||||||
|
Total
expense
|
77 | 81 | ||||||
|
(Loss)
before income taxes
|
(67 | ) | (48 | ) | ||||
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Income
tax expense
|
(6 | ) | (3 | ) | ||||
|
Net
(Loss):
|
$ | (73 | ) | $ | (51 | ) | ||
|
Basic
and diluted loss per share:
|
$ | (0.05 | ) | $ | (0.03 | ) | ||
|
Weighted
average common shares outstanding:
|
||||||||
|
Basic
and diluted
|
1,561,022 | 1,549,381 | ||||||
|
See
notes to financial statements.
|
||||||||
8
|
FCCC,
INC.
|
||||||||||||||||||||
|
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY
|
||||||||||||||||||||
|
(Audited)
|
||||||||||||||||||||
|
(Dollars
in thousands, except share data)
|
||||||||||||||||||||
|
Common Stock
|
Paid-in
|
Accumulated
|
||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
|
Balance,
March 31, 2007 (audited)
|
1,423,382 | $ | 712 | $ | 9,330 | $ | (8,441 | ) | $ | 1,601 | ||||||||||
|
Net
Loss – Year ended March 31, 2008 (audited)
|
(12 | ) | (12 | ) | ||||||||||||||||
|
Exercise
of Stock Options – September 2007
|
28,000 | 14 | 9 | - | 23 | |||||||||||||||
|
Balance,
March 31, 2008 (audited)
|
1,451,382 | $ | 726 | $ | 9,339 | $ | (8,453 | ) | $ | 1,612 | ||||||||||
|
Exercise
of Warrants
|
109,640 | 55 | (55 | ) | - | - | ||||||||||||||
|
Net
Loss – Year ended March 31, 2009
(audited)
|
- | - | - | (51 | ) | (51 | ) | |||||||||||||
|
Balance,
March 31, 2009 (audited)
|
1,561,022 | $ | 781 | $ | 9,284 | $ | (8,504 | ) | $ | 1,561 | ||||||||||
|
Net
Loss – Year ended March 31, 2010
(audited)
|
- | - | - | $ | (73 | ) | $ | (73 | ) | |||||||||||
|
Cash
Distribution – August 2009
|
- | - | (1,249 | ) | - | (1,249 | ) | |||||||||||||
|
Balance,
March 31, 2010
(audited)
|
1,561,022 | $ | 781 | $ | 8,035 | $ | (8,577 | ) | $ | 239 | ||||||||||
|
See
notes to financial statements.
|
||||||||||||||||||||
9
|
FCCC,
INC.
|
||||||||
|
STATEMENTS
OF CASH FLOWS
|
||||||||
|
(Audited)
|
||||||||
|
(Dollars
in thousands)
|
||||||||
|
For
the Years Ended March 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Cash
Flows from Operating Activities:
|
||||||||
|
Net
Loss
|
$ | (73 | ) | $ | (51 | ) | ||
|
Adjustments
to reconcile net loss to cash provided by operating
activities:
|
||||||||
|
(Decrease)
Increase in assets:
|
||||||||
|
Accrued
interest receivable
|
2 | (2 | ) | |||||
|
Increase
(Decrease) in liabilities:
|
||||||||
|
Accounts
payable and accrued expenses
|
(2 | ) | 3 | |||||
|
Net
cash used in operating activities
|
$ | (73 | ) | $ | (50 | ) | ||
|
Cash
Flows From Investing Activities:
|
- | - | ||||||
|
Cash
Flows From Financing Activities:
Cash
Distribution – August 2009
|
$ | (1,249 | ) | $ | - | |||
|
Net
(Decrease) Increase in cash and cash equivalents
|
(1,322 | ) | (50 | ) | ||||
|
Cash
and cash equivalents, beginning of year
|
1,572 | 1,622 | ||||||
|
Cash
and cash equivalents, end of year
|
$ | 250 | $ | 1,572 | ||||
|
Supplemental
cash flow disclosures:
|
||||||||
|
Cash
payments of income taxes
|
$ | 6 | $ | 3 | ||||
|
Cash
payment of interest:
|
$ | - | $ | - | ||||
|
See
notes to financial statements.
|
||||||||
10
FCCC,
INC.
NOTES
TO FINANCIAL STATEMENTS
(Audited)
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Company
Operations:
The accompanying financial statements
of FCCC, Inc. (the Company) have been prepared in accordance with accounting
principles generally accepted in the United States of America
(GAAP).
The Company has limited operations and
is actively seeking merger, acquisition or business combination opportunities
with an operating business or other financial transaction opportunities. Until a
transaction is effectuated, the Company does not expect to have significant
operations. Accordingly, during such period, the Company does not expect to
achieve sufficient income to offset its operating expenses, resulting in
operating losses that may require the Company to use and thereby reduce its cash
balance.
Cash and Cash
Equivalents:
The Company has defined cash as
including cash on hand and cash in interest bearing and non-interest bearing
operating bank accounts. Highly liquid instruments purchased with original
maturities of three months or less are considered to be cash
equivalents.
The Company maintains cash balances at
a number of financial institutions. Accounts are insured by the Federal Deposit
Insurance Corporation (FDIC) up to $250,000 at each institution. At various
times throughout the year, cash balances exceeded FDIC limits. At
March 31, 2010 there were no uninsured amounts.
Estimates:
The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.
Income
Taxes:
The Company utilizes the asset and
liability method of accounting for deferred income taxes as prescribed by the
FASB Accounting Standards Codification 740 (formerly, SFAS 109) “Accounting for
Income Taxes.” This method requires the recognition of deferred tax liabilities
and assets for the expected future tax consequences of temporary differences
between the tax return and financial statement reporting bases of certain assets
and liabilities.
Advertising:
The Company expenses advertising costs
as incurred. Advertising expense from operations was approximately $700 and
$2,000 for the years ended March 31, 2010 and 2009.
Earnings Per Common
Share:
The
Company follows FASB ASC 260 (formerly, SFAS No. 128), “Earnings Per Share”. ASC 260
simplifies the standards for computing earnings per share (EPS) and makes them
comparable to international EPS standards. Basic EPS is based on the weighted
average number of common shares outstanding for the period, excluding the
effects of any potentially dilutive securities. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted. Net income (loss) per share is
calculated by dividing net income (loss) by the weighted average number of
common shares outstanding during the period.
11
Basic and
diluted loss per common share was calculated using the following number of
shares:
|
2010
|
2009
|
|||||||
|
Weighted
average number of common shares outstanding
|
1,561,022 | 1,549,341 | ||||||
Stock Based
Compensation:
The
company adopted “Share-Based
Payment” FASB ASC 718 (formerly, FAS 123(R)), ASC 718 requires expense
for all share-based payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their fair values.
Pro forma disclosure is no longer an alternative. For the Company,
this statement was effective as of April 1, 2006. The Company adopted
the modified prospective method, under which compensation cost is recognized
beginning with the effective date. The modified prospective method
recognizes compensation cost based on the requirements of ASC 718 for all
share-based payments granted after the effective date and, for all awards
granted to employees prior to the effective date that remain unvested on the
effective date. The Company does not expect to record any significant
expenses under ASC 718 for options currently outstanding. However,
the amount of expense recorded under ASC 718 will depend upon the number of
options granted in the future and their valuation.
Common Stock
Warrants:
In June 2003, the Company issued 5-year
Warrants (subject to registration rights under certain circumstances) to
purchase an aggregate of 200,000 shares of Common Stock, exercisable at a price
of $1.00 per share, at a purchase price of $.01 per Warrant. The exercise price
of the warrants is subject to adjustment as defined. The warrant exercise price
was adjusted to $.50 per share as a result of the payment of a $.50 per share
cash dividend during September 2003. No warrants were issued during the fiscal
year ended March 31, 2010.
In April 2008 and May 2008,
respectively, all outstanding Warrants at that time (200,000) were exercised
through the cashless exercise provisions of the Warrants resulting in 53,600 and
56,140 common shares being issued to Bernard Zimmerman, President and Martin
Cohen, then a Director of the Company respectively or their
affiliates.
Recently Issued Accounting
Pronouncements:
In January 2010, the FASB issued
Accounting Standards Update (“ASU”) No. 2010-01, Accounting for Distributions to
Shareholders with Components of Stock and Cash-a consensus of the FASB Emerging
Issues Task Force,(Topic 505). This Accounting Standards Update clarifies
that the stock portion of a distribution to shareholders that allows them to
elect to receive cash or stock with a potential limitation on the total amount
of cash that all shareholders can elect to receive in the aggregate is
considered a share issuance that is reflected in EPS prospectively and is not a
stock dividend for purposes of applying Topics 505 and 260 (Equity and Earning
Per Share). The Company is currently evaluating the impact of ASU 2010-01 on the
Company’s financial statements.
12
In June 2009, the FASB issued
Accounting Standards Update (“ASU”) No. 2009-01, Topic 105 — Generally Accepted
Accounting Principles — amendments based on Statement of Financial Accounting
Standards No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles. This ASU reflected
the issuance of FASB Statement No. 168. This Accounting Standards Update
amends the FASB Accounting Standards Codification for the issuance of FASB
Statement No. 168, The
FASB Accounting Standards Codification ™ and the Hierarchy of Generally
Accepted Accounting Principles. This Accounting Standards Update includes
Statement 168 in its entirety, including the accounting standards update
instructions contained in Appendix B of the Statement. The Codification
does not change current U.S. GAAP, but is intended to simplify user access to
all authoritative U.S. GAAP by providing all the authoritative literature
related to a particular topic in one place. The Codification is effective for
interim and annual periods ending after September 15, 2009, and as of the
effective date, all existing accounting standard documents will be superseded.
The Codification is effective for the Company in the second quarter of 2009, and
accordingly, our Quarterly Report on Form 10-Q for the quarter ending
September 30, 2009 and all subsequent public filings will reference the
Codification as the sole source of authoritative literature.
The
Company has implemented all new accounting pronouncements that are in effect and
that may impact its financial statements and does not believe that there are any
other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
NOTE
2 - FINANCIAL INSTRUMENTS:
Concentrations of Credit
Risk:
The Company’s financial instruments
that are exposed to concentrations of credit risk consist primarily of cash and
cash equivalents (see Note 1).
Fair Value of Financial
Instruments:
The company follows FASB ASC 825
(formerly, SFAS No. 107), “Fair Value of Financial
Instruments”, which requires disclosure of the fair value of financial
instruments for which the determination of fair value is practicable. The fair
value of a financial instrument is defined as the amount at which the instrument
could be exchanged in a current transaction between willing parties. The
carrying amounts of the Company’s financial instruments (cash and cash
equivalents) approximate their fair value because of the short maturity of these
instruments.
STOCK
BASED COMPENSATION:
The company adopted “Share-Based
Payment”, FASB ASC 718 (formerly, “SFAS 123”). ASC 718 requires
expense for all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their fair
values. Pro forma disclosure is no longer an
alternative. For the Company, this statement was effective as of
April 1, 2006. The Company adopted the modified prospective method,
under which compensation cost is recognized beginning with the effective
date. The modified prospective method recognizes compensation cost
based on the requirements of ASC 718 for all share-based payments granted after
the effective date and, for all awards granted to employees prior to the
effective date that remain unvested on the effective date. The
Company was not required to record any expenses under ASC 718 for share based
awards currently outstanding. However, the amount of expense recorded
under ASC 718 will depend upon the number of share based awards granted in the
future and their valuation.
NOTE
3 - STOCK OPTIONS
The Company has two stock option plans.
The first plan, the 1999 Stock Option Plan (the 1999 Plan) was adopted in 1999
and the second plan, the 2002 Equity Incentive Plan (the 2002 Plan) was adopted
in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to herein as
the Plans). The Company has reserved 150,000 shares of stock for grants under
both the 1999 and 2002 plans, respectively. Pursuant to the Plans, the Company’s
employees, officers, consultants, and directors are eligible to receive grants
of incentive and/or non-incentive stock options. The Plans provide that the
maximum term for options granted under the Plans is ten years and that the
exercise price for the options may not be less than the fair market value of the
Company’s common stock on the date of grant.
13
Options
granted pursuant to the 1999 Plan:
On May 3, 2001, options to purchase
100,000 shares were granted under the 1999 Plan at an exercise price of $0.64
per share. The options expire ten years from the date of grant and were fully
vested at the date of grant. Options to purchase 55,500 shares
granted under the 1999 Plan expired by their terms when certain holders thereof
ceased to be employees of the Company. No options were exercised or canceled
during the year ended March 31, 2009. Options for 28,500 shares were
cancelled during the year ended March 31, 2010 and no compensation cost has been
recognized for stock options awarded under the 1999 Plan. Options
totaling 16,000 are currently outstanding under this plan.
Options
granted pursuant to the 2002 Plan:
On October 3, 2003, options to purchase
45,000 shares were granted under the 2002 Plan at an exercise price of $1.05 per
share. The options expire ten years from the date of grant and vest ratably over
three years from the date of grant; however, the option agreement stipulates
accelerated vesting provisions under certain circumstances as
defined. All options are currently vested. No options were
exercised during the years ended March 31, 2010 and 2009 and no compensation
cost has been recognized for stock options awarded under the 2002
Plan.
Options for 15,000 shares were
cancelled during the year ended March 31, 2010. The exercise price of
the 2002 Plan options were reduced from $1.05 per share to $0.25 per share in
conjunction with the Company’s payment of a cash distribution of $0.80 per share
in August 2009. Options for 30,000 shares are currently outstanding
under this plan.
Other
Options:
On October 1, 2002, the Company granted
non-qualified options to purchase an aggregate of 79,500 shares (Other Options),
at an exercise price of $0.82 per share, to certain then-current and former
employees, officers and directors of the Company, whose options had or were to
have terminated as a result of the Asset Sale. The options expire five years
from the date of grant and vest immediately. No compensation cost has
been recognized for these options. On September 28, 2007, during the
Company’s fiscal year ended March 31, 2008 options for 28,000 shares were
exercised. All non-exercised options expired on September 30,
2007.
The weighted-average remaining
contractual life of the outstanding options is approximately 3 years.
During fiscal 2010 and 2009, no new
share based payments were granted, and no compensation expense was
recognized.
14
NOTE
4 - COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH
OFF
BALANCE
SHEET RISK:
On July 1, 2003 the Company entered
into a one-year lease for office space located in Norwalk, Connecticut from an
unaffiliated party for $500 per month. On June 30, 2004 the lease expired and
the Company has continued leasing its office space on a month-to-month basis at
a rate of $500 per month. Rent expense totaled $6,000 for each of the years
ended March 31, 2010 and 2009, respectively.
On July
1, 2003, the Company entered into consulting agreements with the Company’s
President and the then Chairman of the Board, or their affiliates. The
agreements terminated on July 1, 2006 as defined, and stipulated monthly
payments of $2,000 to each consultant plus reasonable and necessary
out-of-pocket expense. Fees related to these agreements totaled $24,000 in each
of the years ended March 31, 2010 and 2009 respectively. The Board
authorized the extension of the consulting agreement for Mr. Zimmerman, on a
month to month basis, on terms and conditions substantially similar to the
previous agreement for Mr. Zimmerman, President of the Company. See
“Page 20 – Summary Compensation Table” for additional information.
15
NOTE
5 - INCOME TAXES:
The income tax provision consists of
the following for the years ended March 31, 2010 and 2009:
|
2010
|
2009
|
|||||||
|
Current
expense:
|
||||||||
| Federal | $ | - | $ | - | ||||
| State (tax on capital) | 6,000 | 3,000 | ||||||
| Total current | 6,000 | 3,000 | ||||||
|
Deferred
expense:
|
||||||||
| Federal | - | - | ||||||
| State | - | - | ||||||
| Total deferred | - | - | ||||||
|
Total
tax provision
|
$ | 6,000 | $ | 3,000 | ||||
At March 31, 2010 and 2009, there were
no net deferred tax assets or liabilities recognized for taxable temporary
differences.
At March 31, 2010, the Company had a
net operating loss carry-forward for income tax reporting purposes of
approximately $ 5,716,000 to be offset against future taxable income through
2029, resulting in a change in the valuation allowance for the years ended
December 31, 2010, and 2009 of ($2,526,000) and $122,000,
respectively. Current tax laws limit the amount of loss available to be offset
against taxable future taxable income when a substantial change in ownership
occurs. Therefore, the amount available to offset future taxable
income may be limited. No tax benefit has been reported in the
financial statements, because the Company believes there is a 50% or greater
chance the carry-forwards will expire unused. Accordingly, the
potential tax benefits of the loss carry-forward are offset by a valuation
allowance of the same amount. As of March 31, 2010, approximately
$2,600,000 in net operating losses have expired. No tax benefits have
been recognized in these financial statements. Provisions for any
deferred federal and state tax liabilities are immaterial to these financial
statements.
| March 31, | ||||||||
| 2010 | 2009 | |||||||
| Net Operating Losses | $ | 5,716,000 | $ | 8,242,000 | ||||
| Valuation Allowance | (5,716,000 | ) | (8,242,000 | ) | ||||
| $ | -0- | $ | -0- | |||||
NOTE
6 – SUBSEQUENT EVENTS:
The Company has evaluated events that
occurred subsequent to March 31, 2010, through the financial statement issue
date of June 11, 2010 and determined that there were no recordable or reportable
subsequent events.
16
ITEM 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES.
On December 31, 2007, the
“Company” accepted the resignation of its previous independent accountants,
Mahoney, Sabol & Company, LLP. (the “Previous Accountants”), and on January
4 ,2008, engaged Braver, P.C. (the “New Accountants”) as the Company’s new
principal independent registered public accounting firm to audit its financial
statements for the fiscal year ended March 31, 2008.
The reports of the Previous Accountants
on the Company’s financial statements for each of the Company’s fiscal years
ended March 31, 2007 and 2006 did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
The decision to change independent
accountants was approved by the Board of Directors of the Company.
During the period from April 1, 2005
through December 31, 2007, no events described in Item 304(a)(l)(iv) of
Regulation S-B promulgated by the Securities and Exchange Commission occurred
with respect to the Company.
During the fiscal years March 31, 2006
and 2007, and through December 31, 2007, the Company had no disagreement with
the Previous Accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of the Previous Accountants,
would have caused the Previous Accountants to make reference to the subject
matter of the disagreement in connection with its report on the Company’s
financial statements for such fiscal periods.
During the period from April 1, 2005
through December 31, 2007, the Company did not consult with the New Accountants
regarding (1) the application of accounting principles to a specific completed
or contemplated transaction, or the type of audit opinion that might be rendered
with respect to the Company’s financial statements for which advice was provided
that was an important factor considered by the Company in reaching a decision as
to the accounting, auditing or financial reporting issue or (2) any matter that
was either the subject of a “disagreement” or a response to items 304(a)(l)(iv)
of Regulation S-B.
ITEM 8A. CONTROLS AND
PROCEDURES.
Report
of Management on Internal Controls Over Financial Reporting
The Company’s management is responsible
for establishing and maintaining adequate internal controls over financial
reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934. Our internal controls over financial reporting
is a process designed by, or under the supervision of, the Company’s Chief
Executive Officer, who is also the Company’s Chief Financial Officer, to provide
reasonable assurance to the Company’s Board of Directors regarding the
reliability of financial reporting and the preparation and fair presentation of
published financial statements in accordance with accounting principles
generally accepted in the United States of America (“GAAP”). Internal
controls over financial reporting including those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the Company’s transactions and dispositions of the Company’s
assets; (2) provide reasonable assurances that the Company’s transactions are
recorded as necessary to permit preparation of the Company’s financial
statements in accordance with GAAP, and that receipts and expenditures are being
made only in accordance with authorizations of the Company’s management and
directors; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on the Company’s financial
statements.
The
Company’s management assessed the effectiveness of the Company’s internal
controls over financial reporting as of March 31, 2010 and concluded that such
internal controls are effective. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission in Internal Controls – Integrated
Framework.
17
This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal controls over
financial reporting pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management’s report in this
annual report.
During
the Company’s fourth fiscal quarter and during the fiscal year ended March 31,
2010, there were no changes in the Company’s internal controls over financial
reporting that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.
ITEM 8B. OTHER
INFORMATION.
None.
18
PART
III
ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Identification
of Current Directors and Executive Officers
The directors and executive officers of
the Company as of March 31, 2010 are as follows:
|
Name
|
Age
|
Position
|
Director
Since
|
|||
|
Bernard
Zimmerman
|
77
|
President,
Chief Executive Officer, Principal Financial Officer and
Director
|
2003
|
|||
|
Jay
J. Miller*
|
77
|
Secretary
and Director
|
2003
|
|||
|
Michael
L. Goldman*
|
49
|
Director
|
1998
|
|||
|
*Member
of Audit Committee
|
||||||
Biographies
of Directors and Officers
BERNARD ZIMMERMAN became President,
Chief Executive Officer and a Director of the Company in July
2003. Mr. Zimmerman was also appointed as Treasurer and Principal
Financial Officer of the Company in February 2007. Mr. Zimmerman is
the President of Bernard Zimmerman and Company, Inc., a financial management and
consulting firm. Mr. Zimmerman is a Certified Public Accountant and
has over 35 years experience in the merger, acquisition and business combination
fields. Since August 2007 Mr. Zimmerman also serves as Chairman of
the Board, President, Chief Executive Officer and Treasurer of St. Lawrence
Seaway Corporation, a company engaged in seeking mergers, reverse mergers,
acquisitions, or other business combinations and financial transactions and from
July 2004 until September 30, 2009 served as President and Chairman of the Board
and as a Director until December 31, 2009 of GVC Venture Corp., a company
engaged in similar activities. Mr. Zimmerman also served as a
Director and Chairman of the audit and compensation committees of Sbarro, Inc.
for more than 20 years until January 2007 when the company was
sold.
JAY J. MILLER became Secretary and a
Director of FCCC in July 2003. Mr. Miller is an attorney in private practice,
and serves as a Director on the board of AmTrust Financial Services, Inc., an
insurance holding company and its affiliated property and casualty insurance
companies.
MICHAEL L. GOLDMAN has served as a
Director of the Company since 1998 and is the former Assistant Secretary of the
Company. Mr. Goldman is the Managing Principal of the law firm of Goldman,
Gruder & Woods, LLC. Mr. Goldman is also a Manager of First Connecticut
Capital, LLC, a company engaged in the business of making and servicing mortgage
loans.
All Directors hold office until the
next annual meeting of stockholders and until their successors are duly elected
and qualified. Officers are elected to serve, subject to the discretion of the
Board of Directors, until their successors are appointed. The Company
has not held an annual meeting since 2003.
FCCC’s Board of Directors has
established an Audit Committee. The Audit Committee meets with management and
FCCC’s independent auditors to determine the adequacy of internal controls and
other financial reporting matters. Members of the Committee are Jay
J. Miller and Michael Goldman.
19
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934 requires FCCC’s officers and directors, and persons who own
more than five percent (5%) of a registered class of FCCC’s equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Officers, directors and greater than five percent
(5%) stockholders are required by SEC regulations to furnish FCCC with copies of
all Section 16(a) forms they file.
To the best of FCCC’s knowledge, based
solely on review of the copies of such forms furnished to it, or written
representations that no other forms were required, FCCC believes that all
Section 16(a) filing requirements applicable to its officers, directors and
greater than five percent (5%) stockholders were complied with during the fiscal
year ended March 31, 2010.
Audit
Committee Financial Expert
The Board of Directors of the Company
has determined that Jay J. Miller qualifies as its “audit committee financial
expert,” as that term is defined in Item 401(e) of Regulation S-B, and is
“independent” as that term is used in Item 7(d)(3)(iv) of schedule 14A under the
Securities Exchange Act of 1934.
Code
of Ethics
FCCC has not yet adopted a corporate
code of ethics. The Company’s Board of Directors is considering establishing a
code of ethics to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. The Company
plans to implement a code of ethics prior to March 31, 2011.
ITEM 10. EXECUTIVE
COMPENSATION.
Compensation
The following Summary Compensation
Table sets forth all compensation earned, in all capacities, during the fiscal
years ended March 31, 2010, 2009 and 2008 by the Company’s (i) Chief Executive
Officer, and (ii) “highly compensated” executive officers, other than the CEO,
as determined by Regulation S-K, Item 402 (the individuals falling within
categories (i) and (ii) are collectively referred to as the “Named
Executives”).
SUMMARY
COMPENSATION TABLE
|
Annual
Compensation
|
Long
Term Compensation
|
|||||||||||||||||||||||||||||||
|
Awards
|
Payouts
|
|||||||||||||||||||||||||||||||
|
Name
and Principal Position
|
Fiscal
Year Ended March 31
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compen-sation
($)
|
Restricted
Stock Award(s)
($)
|
Securities
Underlying Options/ SARs (#)
|
LTIP
Payouts
($)
|
All
other Compen-sation
($)
|
||||||||||||||||||||||||
|
Bernard
|
2010 | $ | 0 | $ | 0 | $ | 24,000 | (1) | $ | 0 | 0 | $ | 0 | $ | 0 | |||||||||||||||||
| Zimmerman | 2009 | 0 | 0 | 24,000 | (1) | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
| CEO and President | 2008 | 0 | 0 | 24,000 | (1) | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
(1) Bernard
Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman, receives $2,000
per month pursuant to a consulting agreement with the Company, dated July 1,
2003, to provide consulting services with respect to the business and finances
of the Company. The consulting agreement expired on July 1, 2006 and has been
authorized by the Board to continue on a month to month basis. See Pages 2
and 16.
20
Stock
Options
There were no (i) stock option/SARs
grants, (ii) aggregated option/SAR exercises, or (iii) long-term incentive plan
awards in the fiscal years ended March 31, 2010 and 2009 to any named
executives.
Compensation
of Directors
All Directors, except Mr. Zimmerman,
are entitled to receive a fee of $300 per Board meeting. Audit Committee members
receive a fee of $300 per Audit Committee meeting, provided that Audit Committee
meetings are held on a different day than meetings of the Board of
Directors.
The members of the board as a group,
except Mr. Zimmerman, received director fees of $5,700 in total covering the
fiscal year ended March 31, 2010.
21
ITEM 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
Security
Ownership
The following table, together with the
accompanying footnotes, sets forth information, as of March 31, 2010, regarding
stock ownership of all persons known by FCCC to own beneficially more than 5% of
the Company’s outstanding common stock, and named executives, directors, and all
directors and officers of FCCC as a group:
|
Name
and Address of
Beneficial
Owner
|
Amount
of Beneficial Ownership
|
Percent
of Class
|
Options
Exercisable Within 60 Days
|
Total
|
Percent
of Class - Total
|
|||||
|
5%
Stockholders
|
||||||||||
|
Walter
P. Carucci
Uncle
Mills Partners (formerly
Carucci
Family Partnership)
|
254,495
|
(2) |
16.30%
|
-
|
254,495
|
16.30%
|
||||
|
c/o
Carr Securities Corp.
14
Vanderventer Avenue
Port
Washington, NY 11050
|
||||||||||
|
Martin
Cohen
|
244,440
|
15.66%
|
-
|
244,440
|
15.66%
|
|||||
|
27
E. 65th
Street
Suite
11A
New
York, NY 10021
|
||||||||||
|
Executive
Officers and Directors
|
||||||||||
|
Bernard
Zimmerman
|
241,800
|
(1) |
15.49%
|
-
|
241,800
|
15.49%
|
||||
|
18
High Meadow Road
Weston,
CT 06883
|
||||||||||
|
Michael
L. Goldman
|
16,921
|
1.08%
|
31,000
|
47,921
|
3.01%
|
|||||
|
11
Skytop Drive
Trumbull,
CT 06611
|
||||||||||
|
Jay
J. Miller
|
-
|
-
|
15,000
|
15,000
|
0.96%
|
|||||
|
430
East 57th
Street
New
York, NY 10022
|
||||||||||
|
All
directors and executive officers as a group (three
persons)
|
258,721
|
16.57%
|
46,000
|
304,721
|
18.96%
|
|||||
|
(1)
|
Includes
shares held by Bernard Zimmerman & Company, Inc., an affiliate of Mr.
Zimmerman.
|
|
|
(2)
|
Based
upon Schedule 13G/A filed on February 9, 2010, and includes 116,049 shares
owned individually by Mr. Carucci as well as the 136,215 shares owned by
Uncle Mills Partners. Carr Securities Corporation owns 2,231
shares. Mr. Carucci asserts sole power to vote, dispose of, and
direct the disposition of such shares owned individually and by Uncle
Mills Partners and by Carr Securities
Corp.
|
22
Securities
Authorized For Issuance Under Equity Compensation Plans
Stock
Option Plans
The Company has two stock option plans.
The first plan, the 1999 Stock Option Plan (the “1999 Plan”) was adopted in 1999
and the second plan, the 2002 Equity Incentive Plan (the “2002 Plan”) was
adopted in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to
herein as the “Plans”). Each Plan has reserved 150,000 shares of stock for
grants under each, respectively. Pursuant to the Plans, the Company’s employees,
officers, consultants, and directors are eligible to receive grants of incentive
and/or non-incentive stock options. The purpose of the Plans are to advance the
interests of the Company and its stockholders by helping the Company obtain and
retain the services of employees, officers, consultants, and directors, upon
whose judgment, initiative and efforts the Company is substantially dependent,
and to provide those persons with further incentives to advance the interests of
the Company. In addition, the Plans provide that the maximum term for options
granted under the Plans is 10 years and that the exercise price for the options
may not be less than the fair market value of the Company’s common stock on the
date of grant. Options granted to stockholders owning more than 10% of the
Company’s outstanding common stock must be exercised within 5 years from the
date of grant and the exercise price must be at least 110% of the fair market
value of the Company’s common stock on the date of the grant.
Options granted pursuant to the 1999
Plan: On May 3, 2001, options to purchase 100,000 shares were granted under the
1999 Plan at an exercise price of $0.64 per share. The options expire ten years
from the date of grant. Options to purchase 55,500 shares granted under the 1999
Plan expired by their terms when certain holders thereof ceased to be employees
of the Company. As of March 31, 2010, options to purchase 16,000 shares were
outstanding under the 1999 Plan. No options were exercised during the year ended
March 31, 2010 and 2009 and no compensation cost has been recognized for stock
options awarded under the 1999 Plan. Options for 28,500 shares were
cancelled during the year ended March 31, 2010.
Options granted pursuant to the 2002
Plan: On October 3, 2003, options to purchase 45,000 shares were granted under
the 2002 Plan at an exercise price of $1.05 per share. The options expire ten
years from the date of grant, and vest ratably over three years from the date of
grant; however, the option agreement stipulates accelerated vesting provisions
under certain circumstances as defined. As of March 31, 2010, options
to purchase 30,000 shares were outstanding under the 2002 Plan. No options were
exercised during the year ended March 31, 2010 and no compensation cost has been
recognized for stock options awarded under the 2002 Plan. At March
31, 2010, 30,000 options were vested. Options for 15,000 shares were
cancelled during the year ended March 31, 2010. The exercise price of
the 2002 Plan options was reduced from $1.05 per share to $0.25 per share in
conjunction with the Company’s payment of a cash distribution of $0.80 per share
in August 2009.
Other
Options
On October 1, 2002, the Company granted
non-qualified options to purchase an aggregate of 79,500 shares (“Other
Options”), at an exercise price of $0.82 per share, to certain then-current and
former employees, officers and directors of the Company, whose options had or
were to have terminated as a result of the Asset Sale. The Company issued the
Other Options in consideration of the efforts of the grantees in connection with
the Asset and Stock Sales and their continued cooperation with and assistance to
the Company after the closing of those transactions. The granting of the Other
Options was approved by the stockholders of the Company at the June 3, 2003
Annual Stockholders Meeting. The terms and conditions of the Other Options are
identical to the terms and conditions of the options issued under the Plans,
except that they have not terminated upon the respective holders thereof ceasing
to be “Eligible Persons” under the Plans. Using the Black-Scholes method of
valuation, the aggregate value of the Other Options at the time of their grant
was $24,645. On September 28, 2007 options for 28,000 shares were
exercised. On September 30, 2007 all unexercised options
expired.
23
The following table sets forth, as of
the year ended March 31, 2010, information with respect to FCCC’s compensation
plans and individual compensation arrangements to which the Company is a party,
if any, under which equity securities of FCCC are authorized for
issuance:
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance
|
|||||||||
|
(a)
|
(b)
|
(c)
|
||||||||||
|
Equity
compensation plans approved by security holders
|
||||||||||||
|
1999
Stock Option Plan
|
16,000 | $ | 0.64 | 134,000 | ||||||||
|
2002
Stock Option Plan
|
30,000 | $ | 0.25 | 120,000 | ||||||||
|
Equity
compensation plans not approved by security holders
|
N/A | N/A | N/A | |||||||||
|
Total
|
46,000 | $ | 0.83 | 254,000 | ||||||||
The weighted-average remaining
contractual life of the outstanding options is approximately 3
years.
ITEM 12. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS.
None.
ITEM
13. EXHIBITS. (see pages 27-30)
|
Exhibit
No.
|
Description
|
||
|
31.1
|
Certification
of the Principal Executive Officer and Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
|
|
|
||
|
32.1
|
Certification
of the Principal Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
||
|
|
|
ITEM 14. PRINCIPAL ACCOUNTANT
FEES AND SERVICES.
Audit
Fees
Braver, P.C. billed the Company $7,500
for the audit of the Company’s financial statements included in the Company’s
Annual Report on Form 10-KSB for the year ended March 31, 2008 and $7,500 for
audit and review of the Company’s 10-K for the year ended March 31,
2009. Braver also billed the Company $2,000 for its review of each of
the quarters ended June 30, 2008, September 30, 2008 and December 31, 2008 and
for a review of the 10-Q’s for the quarters ended June 30, September 30 and
December 31, 2009 and will bill the Company $7,500 for their audit and review of
the Company’s financial statements and Annual Report on Form 10-K for the year
ended March 31, 2010.
24
Audit-Related
Fees
None.
Tax
Fees
Braver billed the Company $1,500 for
the preparation of required federal and state income tax filings for the year
ended March 31, 2008 and 2009 and will bill a similar amount for the year ended
March 31, 2010.
All
Other Fees
Each of the permitted non-audit
services has been pre-approved by the Audit Committee or the Audit Committee’s
Chairman pursuant to delegated authority by the Audit Committee, other than de
minimus non-audit services for which the pre-approval requirements are waived in
accordance with the rules and regulations of the Securities and Exchange
Commission. Braver billed the Company $500 for its opinion with
respect to the cash distribution made by the Company in August
2009.
Audit
Committee Pre-Approval Policies and Procedures
The Audit Committee charter provides
that the Audit Committee will pre-approve the fees and other significant
compensation to be paid to the independent auditors.
25
SIGNATURES
In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the Registrant has caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
| FCCC, INC. | ||
|
Dated: June
14, 2010
|
|
 |
|
Name:
Bernard Zimmerman
Title:
President, Chief Executive Officer and Principal
Financial
Officer
|
||
In accordance with 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.
|
Dated: June
14, 2010
|
|
|
|
Name:
Bernard Zimmerman
Title:
President, Chief Executive Officer and Principal
Financial
Officer
|
|
Dated: June
14, 2010
|
/s/Jay
J. Miller
|
|
|
Name:
Jay J. Miller
Title:
Secretary and Director
|
|
Dated: June
14, 2010
|
/s/Michael
L. Goldman
|
|
|
Name:
Michael L. Goldman
Title:
Director
|
26
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
||
|
Certificate
of the Chief Executive Officer and Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|||
|
Certificate
of the Chief Executive Officer and Principal Financial Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
27