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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K / A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2007
[ ] 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 0-20127
ESCALON MEDICAL CORP.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
PENNSYLVANIA 33-0272839
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
565 EAST SWEDESFORD ROAD, SUITE 200, WAYNE, PA 19087
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE'S INCLUDING ZIP CODE)
610 688-6830
(ISSUER'S TELEPHONE NUMBER)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [X] No [ ]
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act [ ]
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no discloser will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]
The revenues for the fiscal year ended June 30, 2007, the most recent fiscal
year, were $38,838,000.
The aggregate market value of the common voting stock held by non-affiliates of
the Registrant was approximately $25,228,000 as of September 20, 2007, based
upon the closing sale price of the Common Stock as quoted on the NASDAQ Capital
Market.
The number of shares of the Registrant's Common Stock outstanding as of
September 20, 2007 is 6,386,857.
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PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
EXECUTIVE OFFICERS OF THE COMPANY
Our executive officers are as follows:
NAME AGE POSITION
----------------------- --- -------------------------------------------
Richard J. DePiano 66 Chairman and Chief Executive Officer
Richard J. DePiano, Jr. 41 Chief Operating Officer and General Counsel
Robert M. O'Connor 46 Chief Financial Officer
Mr. DePiano has been a director of the Company since February 1996 and has
served as Chairman and Chief Executive Officer of the Company since March 1997.
Mr. DePiano has been the Chief Executive Officer of the Sandhurst Company, L.P.
and Managing Director of the Sandhurst Venture Fund since 1986. Mr. DePiano also
serves Chairman of the Board of Directors of PhotoMedex, Inc.
Mr. DePiano, Jr. was appointed Chief Operating Officer and General Counsel
of the Company December 28, 2006. Mr. DePiano, Jr. joined the Company in
November of 2000. Prior to joining Escalon, Mr. DePiano, Jr. worked with Forceno
& Arangio, L.L.P., from September 1998 until November 2000 as a Senior Associate
representing individual and business clients in various areas of the law
including mergers and acquisitions, automotive dealership representation,
family, small and emerging businesses, securities law, venture capital
financing, consumer finance and general corporate and commercial matters. Prior
to this Mr. DePiano, Jr. was in private law practice since 1992. He currently
serves as 1st Vice President and as a member of the Board of Directors of the
Delaware Valley Corporate Counsel Association ("DELVACCA"). Mr. DePiano, Jr.
also serves as the Chairman of the Nominations Committee, Chairman of the Law
School Initiative Committee and member of the Pro-Bono Committee of DELVACCA. He
also is Vice Chairman of the Board of Directors of the Montgomery County
Industrial Development Authority and is also a member of the Pennsylvania Bar
Association.
Mr. O'Connor was appointed Chief Financial Officer of the Company on June
30, 2006. Mr. O'Connor joined Escalon Medical Corporation from BDO Seidman, LLP
where he served as a senior manager from 2004. His prior experience includes
both public and private accounting roles as a manager at PricewaterhouseCoopers,
L.L.P. where he served in the middle market advisory services group from 1998
until 2000, and positions of controller and chief financial officer of Science
Dynamics a manufacturer of high tech telecom equipment from 2000 until 2002 and
Ianieri & Giampapa, LLC a certified public accounting firm from 2002 until 2004.
Mr. O'Connor holds an MBA from Rutgers University - Graduate School of
Management and a B.S. from Kean
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University. He is a certified public accountant and a member of the American
Institute of Certified Public Accountants (AICPA).
DIRECTORS OF THE COMPANY
The election of our directors by our shareholders is governed by the
Pennsylvania Business Corporation Law and our Bylaws. The following discussion
summarizes these provisions and describes the process our Governance and
Nominating Committee will follow in connection with the nomination of candidates
for election as directors by the holders of our common stock.
GOVERNANCE AND NOMINATING PROCEDURES
Our Governance and Nominating Committee is responsible for recommending to
the Board of Directors candidates to stand for election to the Board of
Directors at the annual meeting. Our Governance and Nominating Committee will
also consider director candidates recommended by shareholders in accordance with
the advance notice procedures in Section 2.3 of our Bylaws. These procedures are
described under "Shareholder Proposals" in this proxy statement. The Governance
and Nominating Committee may also consider director candidates proposed by our
management. We have not utilized third-party executive search firms to identify
candidates for director.
With the exception of applicable rules of the SEC and the Nasdaq Stock
MarketSM ("Nasdaq"), our Governance and Nominating Committee does not have any
specific, minimum qualifications for candidates for election to our Board of
Directors, and our Governance and Nominating Committee may take into account
such factors as it deems appropriate. Our Governance and Nominating Committee
examines the specific attributes of candidates for election to our Board of
Directors and also considers the judgment, skill, diversity, business
experience, the interplay of the candidate's experience with the experience of
the other members of our Board of Directors and the extent to which the
candidate would contribute to the overall effectiveness of our Board of
Directors.
Our Governance and Nominating Committee will utilize the following process
in identifying and evaluating candidates for election as members of our Board of
Directors:
- Evaluation of the performance and qualifications of the members of
our Board of Directors whose term of office will expire at the
forthcoming annual meeting of shareholders and determination of
whether they should be nominated for re-election.
- Consideration of the suitability of the candidates for election,
including incumbent directors.
- Review of the qualifications of any candidates proposed by
shareholders in accordance with our Bylaws, candidates proposed by
management and candidates proposed by individual members of our
Board of Directors.
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- After such review and consideration, propose to the Board of
Directors a slate of candidates for election at the forthcoming
annual meeting of shareholders.
NOMINEES FOR YEAR TERM
CLASS I DIRECTOR WILL PRINCIPAL OCCUPATION DURING PAST FIVE
NAME OF DIRECTOR SINCE EXPIRE AGE YEARS AND CERTAIN DIRECTORSHIPS
----------------------- -------- ---------- --- -------------------------------------------------------------
William L.G. Kwan 1999 2009 66 Retired; Vice President of Business Development of Alcon
Laboratories, Inc. a medical products company, from October
1996 to 1999, and Vice President of International Surgical
Instruments from November 1989 to October 1999.
Anthony J. Coppola 2000 2009 70 Principal and operator of The Historic Town of Smithville,
Inc., a real estate and commercial property company from 1988
to present; Retired Division President of SKF Industries, a
manufacturing company, from 1963 to 1986.
YEAR TERM
CLASS II DIRECTOR WILL PRINCIPAL OCCUPATION DURING PAST FIVE
NAME OF DIRECTOR SINCE EXPIRE AGE YEARS AND CERTAIN DIRECTORSHIPS
----------------------- -------- ---------- --- -------------------------------------------------------------
Lisa A. Napolitano 2003 2007* 44 Tax Manager, Global Tax Management, Inc., a provider of
compliance support services for both federal and state
taxes, since 1998. Ms. Napolitano is a Certified Public
Accountant in Pennsylvania.
Fred G. Choate 2005 2007* 61 Managing Member of Atlantic Capital Funding LLC from 2003 to
present, Managing Member of Atlantic Capital Management LLC
from 2004 to present; Baltic-American Enterprise Fund, Chief
Investment Officer from 2003 to present; Managing Member of
Greater Philadelphia Venture Capital Corp from 1992 to
present. Mr. Choate has been a director of Parke Bank since
2003. Mr. Choate was formerly a director of Escalon Medical
from 1998 to 2003.
YEAR TERM
CLASS III DIRECTOR WILL PRINCIPAL OCCUPATION DURING PAST FIVE
NAME OF DIRECTOR SINCE EXPIRE AGE YEARS AND CERTAIN DIRECTORSHIPS
----------------------- -------- ---------- --- -------------------------------------------------------------
Richard J. DePiano 1996 2008 66 Chairman and CEO of Escalon Medical Corp. since March 1997.
CEO of the Sandhurst Company, L.P. and Managing Director of
the Sandhurst Venture Fund since 1986; Chairman of the Board
of Directors of PhotoMedex, Inc.
Jay L. Federman, M.D. 1996 2008 69 Chairman of the Board of
Directors, of the Company
from February 1996 to March
1997.
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CORPORATE GOVERNANCE
The SEC and Nasdaq have adopted regulations and listing requirements that
relate to our corporate governance. Our Board of Directors has adopted standards
and practices in order to comply with those regulations that apply to us. The
Company has adopted a Code of Ethics, which can be accessed on the Company's web
site at www.escalonmed.com. Our independent directors meet at regularly
scheduled meetings at which only independent directors are present.
AUDIT COMMITTEE
Our Audit Committee consists of Anthony J. Coppola, William L.G. Kwan and
Lisa A. Napolitano, the audit committee's financial expert. The Committee met
four times in 2007. Each member of the Audit Committee is independent within the
meaning of the rules of Nasdaq and of the SEC. Consistent with the
Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), the Audit Committee has
responsibility for:
- the selection of our independent public accountants;
- reviewing the scope and results of the audit;
- reviewing related-party transactions; and
- reviewing the adequacy of our accounting, financial, internal and
operating controls.
Our Audit Committee operates pursuant to a written charter, the full text
of which was attached to our proxy statement for our 2004 annual meeting and is
available on our website.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that our officers and directors, as well as persons who own 10% or more
of a class of our equity securities, file reports of their ownership of our
securities, as well as statements of changes in such ownership, with us and the
Securities Exchange Commission (the "SEC"). Based upon written representations
received by us from our officers, directors and 10% or greater shareholders, and
our review of the statements of beneficial ownership changes filed with us by
our officers, directors and 10% or greater shareholders during fiscal 2007, all
filing requirements applicable to our officers and directors were complied with.
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ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
INTRODUCTION
The compensation committee of our board of directors, or our compensation
committee, oversees our compensation and policies, our compensation levels,
including reviewing and approving equity awards to our executive officers, and
reviews and recommends annually for approval by our board of directors all
compensation decisions relating to our executive officers.
Our compensation committee believes that the primary objectives of our
compensation programs for our executive officers are to:
- attract and retain talented and dedicated executive officers who
contribute to our growth, development and profitability and to encourage
them to remain with us for many years;
- motivate our executive officers to achieve our strategic business
objectives and to reward them when they achieve those objectives; and
- provide long-term compensation to our executive officers that rewards our
executive officers for sustained financial and operating performance and
leadership excellence.
To achieve these objectives, we compensate our executive officers through
a combination of base salary, annual cash bonuses, car allowance and long-term
equity compensation.
Our compensation committee is comprised entirely of independent directors
in accordance with NASDAQ standards and the director independence criteria
established by our corporate governance guidelines.
Our compensation committee's charter reflects these responsibilities, and
the compensation committee and our board of directors reviews the charter
annually.
Our compensation committee met twice in 2006.
OUR COMPENSATION PHILOSOPHY AND OBJECTIVES
The most significant component of the compensation policy administered by
our compensation committee is that a substantial portion of the aggregate annual
compensation of our named executive officers should be based on our annual
financial results, our overall sales, growth and our profitability. Our
compensation committee also evaluates the achievement of our other corporate
objectives and the contribution of each named executive officer to those
achievements.
We rely on our judgment in making compensation decisions after reviewing
our performance and the performance of our executives based on financial and
operational objectives. We do not retain the services of any compensation
consultants. Our named
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executive officers, Richard DePiano, Sr. and Robert O'Connor, do have
employment, severance and change-of-control agreements. (See Employment
Agreement below)
For a number of years, we have maintained a cash incentive compensation
program for our officers, including our named executive officers. This program
operates pursuant to a formula in which a formula-based percentage of the
executive's salary is available for allocation for bonuses. The amount of the
allocation is dependent upon our financial results, sales growth and our
profitability. Our compensation committee does not assign specific weights to
these factors.
THE COMPENSATION OF OUR OFFICERS
Our officers receive the following types of compensation:
- Base Salary. The base salaries of our officers, including our named
executive officers, are established based on the scope of their
responsibilities and the recommendation of our chief executive officer to
our compensation committee for other than his own compensation. Our
compensation committee reviews the base salaries of our named executive
officers annually, including our chief executive officer, and adjusts
those salaries annually after taking into account individual
responsibilities, performance, length of service with us, current salary,
experience and compensation history as well as our results of operations.
- Annual Cash Bonus. Our officers, including our named executive officers,
receive annual cash bonuses based on our financial results, overall sales
growth and profitability. The maximum aggregate amount available annually
for our officers is determined by formula. Our compensation committee then
recommends to our board of directors the percentage of the maximum amount
to be allocated among our officers, including our named executive
officers, on a discretionary basis. Our chief executive officer submits
recommended bonus allocations for our officers, including our named
executive officers other than himself, to our compensation committee,
which reviews his recommendations and then establishes the annual bonus
allocations for our officers and reports its decisions to our board of
directors. The annual cash bonuses approved by our compensation committee
are paid in a single installment following the completion of a particular
fiscal year.
- Long-Term Equity Incentives. We believe that we can maximize our long-term
performance best when the performance of our officers is motivated by
equity-based awards that provide value based on our long-term performance.
We have designed our long-term equity compensation plans to provide all of
the members of our management, including our named executive officers,
with equity incentives to foster the alignment of the interests of our
officers with the interests of our stockholders. Our equity-based
compensation plans provide the principal method by which our officers can
acquire ownership of our common stock.
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The primary form of equity compensation that we have historically awarded
to our officers, including our named executive officers, is stock options.
Our compensation committee receives preliminary recommendations for
periodic stock option grants from our chief executive officer for our
officers other than himself. Our compensation committee then recommends
stock option grants for all of our officers, including our chief executive
officer, for approval by our board of directors.
We have stock option plans that authorize us to grant options to purchase
shares of our common stock to our employees, officers and directors. We
have consistently followed the practice of granting stock options at an
exercise price of the closing price of our common stock on NASDAQ on the
date of grant.
THE OPERATION OF OUR COMPENSATION PROCESS
Our compensation committee recommends all compensation and equity awards
to our executive officers for final discretionary action by our board of
directors. Our compensation committee, in recommending the annual compensation
of our officers, including our named executive officers, to be established by
our board of directors, reviews the performance and compensation of our
officers. In assessing the performance of our named executive officers in
relation to the objectives established by our board of directors, our
compensation committee reviews specific achievements associated with attainment
of the objectives, the degree of difficulty of the objectives and the extent to
which significant unforeseen obstacles or favorable circumstances affected their
performance.
Our compensation committee recommends to our board of directors the base
salaries, annual aggregate bonus amount and stock option grants to the members
of our management. As part of its oversight of the compensation of our named
executive officers, our compensation committee recommended the following
compensation adjustments for 2007 for our named executive officers:
- increases in base salaries of our named executive officers in 2007
that averaged 2.7% which our compensation committee considered an
adjustment consistent with published information about CPI increases
in the United States in 2007;
- increases in individual bonus represented an increase which our
compensation committee regarded as appropriate recognition of our
named executives performance across a combination of qualitative and
quantitative objectives during the performance period, and
- continued grants of stock options at exercise prices at
which we would be prepared to sell our common stock in the event we
were to determine to raise additional capital because our
compensation committee believes that our history of stock option
grants has in fact been successful in motivating our named executive
officers to achieve superior performance.
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