ITEM 1. DESCRIPTION OF BUSINESS.
General
FCCC, Inc. 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, 2009.
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.
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 impossible 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 impossible 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.
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.
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.
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.
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.
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
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
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, 2009 and 2008 as quoted on the OTC Bulletin Board:
FY Ended March 31, 2009
Low
High
First Quarter
$ 1.01
$ 1.10
Second Quarter
0.86
1.10
Third Quarter
0.55
0.94
Fourth Quarter
0.64
1.00
FY Ended March 31, 2008
Low
High
First Quarter
$ 1.10
$ 1.25
Second Quarter
1.08
1.12
Third Quarter
1.05
1.10
Fourth Quarter
0.95
1.25
The above quotations do not reflect inter-dealer prices, with or without retail mark-up, mark-down or commission and may not represent actual transactions.
On March 31, 2009, the closing bid price for the Company’s common stock was $0.75 per share.
Holders
The approximate number of stockholders of record of the Company on March 31, 2009 was 1,200. The number of shares of the Company’s common stock outstanding as of March 31, 2009 was 1,561,022.
Dividends
The Company did not declare or pay any dividends during the fiscal years ended March 31, 2009 and 2008. The Company may or may not pay cash dividends 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.
ITEM 6.
ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR 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 PART I, Current Business.
Additionally, pursuant to the terms of a Stock Purchase Agreement that the Company entered into in mid 2003 with Mr. Martin Cohen and Mr. Bernard Zimmerman, or their affiliates, in the event that the Company had not consummated an appropriate transaction or series of transactions (defined as having an aggregate value in excess of $750,000) by June 30, 2006, subject to a three (3) month extension (the “Transaction Date”), then upon the request of the holders of twenty percent (20%) or more of the outstanding stock of the Company held by non-affiliates of management, the Company would schedule a meeting of stockholders and solicit proxies pursuant to which the stockholders would vote on whether to dissolve and liquidate the Company or take some other appropriate action. The Transaction Date has lapsed and to date no request has been made by the shareholders for the dissolution and liquidation of the Company. The Stock Purchase Agreement also provided that all shares held by management shall be voted in the same proportion as the non-management shares with respect to such vote.
Results of Operations
Since June 30, 2003 the Company has had limited operations, consisting of a search for a suitable transaction such as an acquisition merger, reverse merger or other business combination with an operating business. See “Description of Business - Page 1".
For the years ended March 31, 2009 and 2008, the Company received interest income of $33,000 and $73,000, respectively. The decrease in interest income resulted from lower interest rates received on invested funds which were approximately the same in both years.
The Company’s operations resulted in a loss of $51,000 for the year ended March 31, 2009 as compared to a loss of $12,000 for the year ended March 31, 2008. The increase in the loss is attributable to the following factors (a) a decrease in interest income of approximately $40,000, and increased corporate governance expenses in fiscal 2009.
Income taxes paid in the fiscal year ended March 31, 2009 was $3,000 compared to $7,000 in the fiscal year ended March 31, 2008.
Stockholders’ equity as of March 31, 2009 and 2008 was $1,561,000 and $1,612,000, respectively.
(see Liquidity and Capital Resources on next page)
Liquidity and Capital Resources
FCCC had cash and cash equivalents on hand at March 31, 2009 and 2008 of $1,572,000 and $1,622,000, respectively. FCCC had no other assets to meet ongoing expenses or debts that may accumulate. FCCC had liabilities of $14,000 at March 31, 2009 and $11,000 at March 31, 2008, respectively. The net decrease in cash and cash equivalents on hand is due to the losses sustained by the Company in the fiscal year ended March 31, 2009.
FCCC has no commitment for any capital expenditure and foresees none. However, FCCC will incur routine fees and expenses incident to its reporting duties as a public company, and it will incur expenses in locating and investigating appropriate transactions and other fees and expenses in the event it undertakes a transaction or attempts but is unable to complete a transaction. FCCC will also continue to incur expenses in connection with its commitments under a consulting arrangement with management and expenses relating to its leased office space.
The Company’s cash requirements for the Fiscal Year ending March 31, 2010 are relatively modest, consisting principally of legal, accounting and other expenses relating to filings required under the Securities Exchange Act of 1934.
The Company paid no cash dividends in the fiscal years ended March 31, 2009 and 2008.
The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.
Recent Accounting Changes and New Accounting Pronouncements
See Footnote 1 to the Financial Statements included herein.
ITEM 7.
ITEM 7. FINANCIAL STATEMENTS.
FCCC, INC.
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, 2009 and 2008, 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, 2009, and 2008, 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 17, 2009
FCCC, INC.
BALANCE SHEETS
(Audited)
(Dollars in thousands, except share data)
See notes to financial statements.
FCCC, INC. STATEMENTS OF OPERATIONS
(Audited)
(Dollars in thousands, except share data)
See notes to financial statements.
FCCC, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Audited)
(Dollars in thousands, except share data)
See notes to financial statements.
FCCC, INC. STATEMENTS OF CASH FLOWS
(Audited)
(Dollars in thousands)
See notes to financial statements.
FCCC, INC.
NOTES TO FINANCIAL STATEMENTS
(Audited)
YEARS ENDED MARCH 31, 2009 AND 2008
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, 2009 and 2008, the Company had uninsured cash balances totaling approximately $750,000 and $1,500,000, respectively.
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 Statement of Financial Accounting Standards No. 109 (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 $2,000 and $0 for the years ended March 31, 2009 and 2008.
Earnings Per Common Share:
The Company follows Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings Per Share”. SFAS No. 128 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.
Basic and diluted loss per common share was calculated using the following number of shares:
Stock Based Compensation:
On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) 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 SFAS 123(R) for all share-based payments granted after the effective date and, based on the requirements of SFAS 123, 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 SFAS 123(R) for options currently outstanding. However, the amount of expense recorded under SFAS 123(R) 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 exercised or cancelled during the fiscal year ended March 31, 2008.
In April 2008 and May 2008, respectively, all outstanding Warrants (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, a Director of the Company respectively or their affiliates.
Recently Issued Accounting Pronouncements:
In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments (“FAS 107-1 and APB 28-1”), which amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” and APB opinion No. 28, “Interim Financial Reporting,” to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. FSP FAS 107-1 and ABP 28-1 is effective for interim reporting periods ending after June 15, 2009, which for the Company is the first quarter of fiscal 2010. It is not believed that, based on the Company’s current corporate structure, FSP FAS 107-1 and ABP 28-1 will have an impact on the Company’s financial position, results of operations or cash flows.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts”, an interpretation of FASB Statement No. 60. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AIPCA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a “simplified” method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of “plain vanilla” share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company’s election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company has not yet adopted the simplified method for “plain vanilla” share options and warrants, but does not expect it to have a material impact on o the Company’s financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statement”, an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.
In December 2007, the FASB issues SFAS No. 141(R), “Business Combinations”, which replaces SFAS No. 141, “Business Combinations”, which among other things, establishes principles and requirements for how an acquirer entity recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any non-controlling interests in the acquired entity. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating what impact the adoption of SFAS No. 141(R) will have on the financial statements.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”-Including an amendment of FASB Statement No. 115 (SFAS 159), which permits entities to choose to measure many financial instruments and certain items at fair value. Unrealized gains and losses on items for which this option has been elected are reported in earnings. The provisions of SFAS No. 159 are effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS 159 on its financial statements.
In July 2002, the Public Company Accounting Reform and Investor Protection Act of 2002 (the Sarbanes-Oxley Act) was enacted. Section 404 stipulates that public companies must take responsibility for maintaining an effective system of internal control. Section 404(a) of the Act requires public companies to report on the effectiveness of their control over financial reporting and Section 404(b) requires public companies to obtain an attest report from their independent registered public accountant about management’s report. The Company is not required to comply with section 404(a) of the Act until the fiscal year ending March 31, 2010.
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:
SFAS No. 107, “Fair Value of Financial Instruments”, requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. SFAS No. 107 defines the fair value of a financial instrument 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.
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.
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 years ended March 31, 2009 and 2008 and no compensation cost has been recognized for stock options awarded under the 1999 Plan. Options totaling 44,500 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 or canceled during the years ended March 31, 2009 and 2008 and no compensation cost has been recognized for stock options awarded under the 2002 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 4 years.
During fiscal 2009 and 2008, no new share based payments were granted, and no compensation expense was recognized.
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, 2009 and 2008, 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, 2009 and 2008 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 21 - Summary Compensation Table” for additional information.
NOTE 5 - INCOME TAXES:
The income tax provision consists of the following for the years ended March 31, 2008 and 2007:
At March 31, 2009 and 2008, there were no net deferred tax assets or liabilities recognized for taxable temporary differences.
At March 31, 2009, the Company had a net operating loss carry-forward for income tax reporting purposes of approximately $8,242,000 be offset against future taxable income through 2028. 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. If not used, these carry forwards will begin to expire in 2010. 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.
ITEM 8.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
On December 31, 2007, FCCC, Inc. (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, 2009 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.
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, 2009, 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.
PART III
ITEM 9.
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, 2009 are as follows:
Name
Age
Position
Director
Since
Bernard Zimmerman
President, Chief Executive Officer, Principal Financial Officer and Director
Martin Cohen
Director
Jay J. Miller*
Secretary and Director
Lawrence R. Yurdin*
Director
Michael L. Goldman*
Director
*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 and July 2004 respectively, Mr. Zimmerman also serves as Chairman of the Board, President, Chief Executive Officer and Treasurer of St. Lawrence Seaway Corporation and GVC Venture Corp., companies engaged in seeking mergers, reverse mergers, acquisitions, or other business combinations and financial transactions. Mr. Zimmerman also served as a Director and member of the audit committee of Sbarro, Inc. for more than 20 years until January 2007.
MARTIN COHEN became Chairman of the Board and Treasurer of the Company in July 2003, and assumed the role of principal financial officer in September 2003. Mr. Cohen resigned from his position as Chairman of the Board, Treasurer and Principal Financial Officer in February 2007, but remains as a director of the Company. An experienced private investor, Mr. Cohen is the former manager of Marcon Workouts LLC, the founder and former CEO of Marcon Capital Corporation, a federally licensed Small Business Investment Company, and a former consultant to Credit Suisse and Greenwich Capital Corp., investment banking firms.
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.
LAWRENCE R. YURDIN, a Director of the Company since 1986, is the former President and Chief Executive Officer of the Company. Mr. Yurdin has been employed by the Company in various capacities since 1970. Mr. Yurdin is currently the President and a Manager of First Connecticut Capital, LLC, a company engaged in the business of making and servicing mortgage loans.
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, Lawrence Yurdin and Michael Goldman.
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, 2009.
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, 2009.
ITEM 10.
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, 2009, 2008 and 2007 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
(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.
(2)
Mr. Cohen received $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 had been authorized by the Board to continue on a month to month basis. Mr. Cohen's consulting agreement terminated effective March 31, 2007.
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, 2009 and 2008 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, 2009.
ITEM 11.
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, 2009, 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:
(1) Includes shares beneficially owned by members of Mr. Humphreys' immediate family and affiliated trusts.
(2) Includes shares held by Cohen Profit Sharing Plan, an affiliate of Mr. Cohen.
(3) Includes shares held by Bernard Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman.
(4) Based upon Schedule 13G/A filed on February 17, 2009, and includes 138,884 shares owned individually by Mr. Carucci as well as the 134,215 shares owned by Uncle Mills Partners. Mr. Carucci asserts sole power to vote, dispose of, and direct the disposition of such shares owned individually by Uncle Mills Partners and by Carr Securities Corp.
(5) Excludes 7,484 shares held by Mr. Yurdin's wife, as to which he disclaims beneficial ownership.
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. As a result of the Asset Sale, 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. Accordingly, as of March 31, 2009, options to purchase 45,500 shares were outstanding under the 1999 Plan. No options were exercised or canceled during the year ended March 31, 2009 and 2008 and no compensation cost has been recognized for stock options awarded under the 1999 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. As of March 31, 2009, options to purchase 45,000 shares were outstanding under the 2002 Plan. No options were exercised or canceled during the year ended March 31, 2008 and no compensation cost has been recognized for stock options awarded under the 2002 Plan. At March 31, 2009, 45,000 options were vested.
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.
The following table sets forth, as of the year ended March 31, 2009, 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:
The weighted-average remaining contractual life of the outstanding options is approximately 4 years.
ITEM 12.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 13.
ITEM 13. EXHIBITS. (see page 25)
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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
Mahoney Sabol & Company, LLP (“MSC”) was engaged as the Company’s independent public accountants as of October 10, 2003. MSC billed the Company an aggregate of $7,500 for the audit of the financial statements for the years ended March 31, 2007 and 2006. Additionally, MSC billed the Company an aggregate of $6,000 for the reviews of the Company’s financial statements included in each Form 10-QSB of the Company filed covering the fiscal quarters ended June 30, 2006, September 30, 2006 and December 31, 2006, respectively. MSC also billed the Company an aggregate of $4,000 for the review of the Company’s financial statements included in each of Form 10-QSB for the fiscal quarter ended June 30, 2007 and September 30, 2007. See Item 8 - Change of Accountants for information concerning the appointment of Braver P.C. as the auditors for the Company, effective January 4, 2008. Braver billed the Company $2,000 for a review of the Company’s financial statements included in the Company’s Quarterly Report on Form 10-QSB for the fiscal quarter ended December 31, 2007 and 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. Braver also billed the Company $2,000 for each of the quarters ended June 30, 2008, September 30, 2008 and December 31, 2008 for a review of the Company’s 10Q’s for each of those quarters and will bill the Company $7,500 for their review of the Company’s Annual Report on Form 10-K for the year ended March 31, 2009.
Audit-Related Fees
None.
Tax Fees
MSC billed an aggregate of $1,500 for the preparation of required federal and state income tax filings for the years ended March 31, 2007 and 2006, respectively. 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 will bill a similar amount for the year ended March 31, 2009.
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.
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.
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.
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 17, 2009
Name: Bernard Zimmerman
Title: President, Chief Executive Officer and Principal Financial Officer
Dated: June 17, 2009
/s/ Martin Cohen
Name: Martin Cohen
Title: Director
Dated: June 17, 2009
/s/ Jay J. Miller
Name: Jay J. Miller
Title: Secretary and Director
Dated: June 17, 2009
/s/ Lawrence R. Yurdin
Name: Lawrence R. Yurdin
Title: Director
Dated: June 17, 2009
/s/ Michael L. Goldman
Name: Michael L. Goldman
Title: Director
EXHIBIT INDEX
Exhibit No.
Description
31.1
Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
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