UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED JULY 31, 2010
-------------
Commission file number 1-8696
------
*
*****
**-----**
**----- COMPETITIVE
****---- TECHNOLOGIES
**===== Unlocking the Potential of Innovation (R)
**=====**
*****
* (R) Technology Transfer and Licensing Services
COMPETITIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
www.competitivetech.net
1375 Kings Highway East, Fairfield, Connecticut 06824
-----------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 368-6044
Delaware 36-2664428
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class which Registered
------------------- ----------------
Common Stock ($.01 par value) OTCQX
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [x]
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 during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
Yes [ ] 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 preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer, large accelerated filer and smaller reporting
company" as defined in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 126-2 of the Act)
Yes [ ] No [x]
The aggregate market value of the common equity held by non-affiliates of the
registrant as of January 31, 2010 (the last business day of the registrant's
most recently completed second fiscal quarter) was $15,335,024
The number of shares of the registrant's common stock outstanding as of October
25, 2010, was 13,824,944 shares.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A revises the Annual Report on Form 10-K
for the year ended July 31, 2010 of Competitive Technologies, Inc., initially
filed on October 27, 2010 (the "Form 10-K"). The revisions are in response to
comments received from the SEC.
Page 2
COMPETITIVE TECHNOLOGIES, INC.
TABLE OF CONTENTS
PART I
Forward-Looking Statements. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 1A. Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 1B. Unresolved Staff Comments. . . . . . . . . . . . . . . . . . . . 13
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . 16
Item 4A. Executive Officers of the Registrant. . . . . . . . . . . . . . 16
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities. . . . . . . . 17
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . . 18
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . . . . . . . . 19
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. . . 26
Item 8. Financial Statements and Supplementary Data. . . . . . . . . . . 27
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure. . . . . . . . . . . . . . . . . . . . 53
Item 9A (T). Controls and Procedures. . . . . . . . . . . . . . . . . . . . . 53
Item 9B. Other Information. . . . . . . . . . . . . . . . . . . . . . . . 54
PART III
Item 10. Directors and Executive Officers of the Registrant. . . . . . . 54
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . 59
Item 12. Security Ownership of Certain Beneficial Owners and Management. 64
Item 13. Certain Relationships and Related Transactions. . . . . . . . . 65
Item 14. Principal Accounting Fees and Services. . . . . . . . . . . . . 65
PART IV
Item 15. Exhibits and Financial Statement Schedules. . . . . . . . . . . 67
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Page 3
PART I
FORWARD-LOOKING STATEMENTS
Statements about our future expectations are "forward-looking statements"
within the meaning of applicable Federal Securities Laws, and are not guarantees
of future performance. When used herein, the words "may," "will," "should,"
"anticipate," "believe," "appear," "intend," "plan," "expect," "estimate,"
"approximate," and similar expressions are intended to identify such
forward-looking statements. These statements involve risks and uncertainties
inherent in our business, including those set forth in Item 1A under the caption
"Risk Factors," in this Annual Report on Form 10-K for the year ended July 31,
2010, and other filings with the SEC, and are subject to change at any time. Our
actual results could differ materially from these forward-looking statements. We
undertake no obligation to update publicly any forward-looking statement.
ITEM 1. BUSINESS
----------------
OVERVIEW:
Competitive Technologies, Inc. ("CTTC"), was incorporated in Delaware in
1971, succeeding an Illinois corporation incorporated in 1968. CTTC and its
subsidiaries (collectively, "we," "our," or "us"), provide distribution, patent
and technology transfer, sales and licensing services focusing on the needs of
our customers, matching those requirements with commercially viable technology
or product solutions. We develop relationships with universities, companies,
inventors and patent or intellectual property holders to obtain the rights or a
license to their intellectual property (collectively, the "technology" or
"technologies"), or to their product. They become our clients, for whom we find
markets to sell or further develop or distribute their technology or product.
We also develop relationships with those who have a need or use for technologies
or products. They become our customers, usually through a license or
sublicense, or distribution agreement.
We earn revenue in three ways, retained royalties from licensing our
clients' and our own technologies to our customer licensees, product sales fees
in a business model that allows us to share in the profits of distribution of
finished products, and sales of inventory. Our customers pay us license fees,
royalties based on usage of the technology, or per unit fees, and we share that
revenue with our clients. We currently maintain a small inventory of our
Calmare pain therapy medical device and we recognize revenue from those sales as
devices are shipped to our customers.
Our revenue fluctuates due to changes in revenue of our customers, upfront
license fees, new licenses granted, new distribution agreements, expiration of
existing licenses or agreements, and/or the expiration or economic obsolescence
of patents underlying licenses or products.
We acquire rights to commercialize a technology or product on an exclusive
or non-exclusive basis, worldwide or limited to a specific geographic area.
When we license or sublicense those rights to our customers, we may limit rights
to a defined field of use. Technologies can be early, mid, or late stage.
Products we evaluate must be working prototypes or finished products. We
establish channel partners based on forging relationships with mutually aligned
goals and matched competencies to deliver solutions that benefit the ultimate
end-user.
The Company incurred an operating loss for fiscal 2010, as well as an
operating loss in fiscal 2009. We continue to seek revenue from new
technologies or products to mitigate the concentration of revenues, and replace
revenues from expiring licenses. At current reduced spending levels, the
Company may not have sufficient cash flow to fund operating expenses beyond
third quarter fiscal 2011. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include adjustments to reflect the possible future effect of the
recoverability and classification of assets or amounts and classifications of
liabilities that may result from the outcome of this uncertainty.
The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
If necessary, we will meet anticipated operating cash requirements by further
reducing costs, and/or pursuing sales of certain assets and technologies while
we pursue licensing and
Page 4
distribution opportunities for our remaining portfolio of technologies. The
company does not have any significant individual cash or capital requirements in
the budget going forward. Failure to develop a recurring revenue stream
sufficient to cover operating expenses would negatively affect the Company's
financial position.
On September 3, 2010, the Company's securities began trading on the OTCQB
marketplace under the ticker symbol CTTC, having been delisted from the NYSE
Amex (the "Exchange"). The delisting followed an 18-month period during which
the Company sought to regain compliance with the Exchange's continued listing
standards as set forth in Part 10 of the Exchange Company Guide. As noted in
Section 1003 of the Exchange Company Guide, companies with stockholders' equity
of less than $2 million, and losses from continuing operations and net losses in
two out of its three most recent fiscal years, or with stockholders' equity of
less than $4 million and losses from continuing operations and net losses in
three out of its four most recent fiscal years are non-compliant. We were only
non-compliant with the stockholders' equity component.
Despite arguments made at an oral hearing at which the Company sought to
remain listed, the Exchange Listing Qualifications Panel affirmed the Exchange
Staff's determination to delist the Company's securities. After trading on the
OTCQB for a month, on October 5, 2010, the Company's securities began trading on
the OTC market's top tier, the OTCQX.
PRODUCT DISTRIBUTION SERVICES
Our services are beneficial to the inventor, manufacturer and distributor
of the product. We evaluate a working prototype or finished product for
marketability. We find opportunities through industry connections and contacts,
and trade shows. We select products we will represent, negotiate with potential
domestic and international distributors, and sign agreements on a country and/or
area exclusive basis. We earn revenue on a per-unit basis through product
distribution agreements. We share the revenue with the product inventor, and/or
manufacturer.
TECHNOLOGY COMMERCIALIZATION SERVICES
Our services are beneficial to the provider and user of the technology.
The technology client can focus on research and development, rather than selling
and marketing, as we effectively become their marketing department. The
technology customer can focus on selling and marketing, rather than research and
development. We maintain and enforce our clients' and our technology patent
rights, by monitoring and addressing infringement. We maximize the value of
technologies for the benefit of our clients, customers and shareholders.
We identify and commercialize innovative technologies in life and physical
sciences, electronics, and nano science. Life sciences include medical testing,
diagnostics, pharmaceuticals, biotechnologies, medical devices and other medical
or biological applications. Physical sciences include chemical, display, and
environmental applications. Electronics include communications, semiconductors,
Internet related, e-commerce and consumer electronics applications.
Nanotechnologies are the manipulation of microscopic particles into useful
arrangements, and smart or novel materials; a nano particle is one thousand
times smaller than the width of a human hair. We have technologies in each
area, with a concentration in life sciences.
PORTFOLIO ACQUISITION
We continue to expand relationships with universities and inventors,
increasing the number of clients, products and technologies we represent, and
establishing us as the premier technology commercialization and product
distribution company. The goal is to have a pipeline of technologies and
distribution products that will generate a long-term recurring revenue stream.
We evaluate potential technologies based on the strength of the
intellectual property, our ability to protect it, its life stage, further
development time needed, compatibility with existing technology in our
portfolio, marketability, market size, and potential profitability.
We evaluate potential products for distribution based on their capability
to fulfill an unmet market need and/or social responsibility. We focus on
products that improve quality-of-life. The goal is to acquire products for
Page 5
distribution that have a competitive advantage, proprietary know-how and/or
regulatory approval. We seek exclusive rights to manufacture, market and
distribute the products.
Numerous technologies and products are reviewed and evaluated in terms of
current, mid- and long-term revenue potential. Both products and technologies
have the potential to produce different levels of revenue throughout the life of
the agreement. We obtain rights to improvements and/or refinements that extend
the life of the product or technology, increasing the potential revenue. We
continuously review the revenue potential of our product and technology
portfolio to generate a long-term recurring revenue stream.
A non-disclosure agreement signed with a prospective client allows us
access to confidential information about the product or technology. We require
similar non-disclosure agreements from prospective customers when we
commercialize the product or technology. We include mutual non-disclosure
provisions about the product or technology in agreements granted to protect
value, for CTTC, our clients and our customers. As a result of these
obligations, as well as federal regulations for disclosure of confidential
information, we may only be able to disclose limited information about licenses
and sublicenses granted for products or technologies we evaluate, as is
necessary for an understanding of our financial results.
MARKETING TECHNOLOGIES AND PRODUCTS
We commercialize technologies and products through contacts in research and
development, legal firms, major corporations, seminars and trade shows. We
determine the most likely users of the technologies or distributors of products,
and contact prospective customers.
TECHNOLOGY PROTECTION AND LITIGATION
Protecting our technologies from unintentional and willful patent
infringement, domestically and internationally, is an important part of our
business. We sometimes assist in preparation of initial patent applications, and
often are responsible for prosecuting and maintaining patents. Unintentional
infringement, where the infringer usually does not know that a patent exists,
can often be resolved by the granting of a license. In cases of willful
infringement, certain infringers will continue to infringe absent legal action,
or, companies may successfully find work-arounds to avoid paying proper monies
to us and our clients for use of our technologies. We defend our technologies on
behalf of ourselves, our clients and licensees, and pursue patent infringement
cases through litigation, if necessary. Such cases, even if settled out of
court, may take several years to resolve, with expenses borne by our clients,
us, or shared. Proceeds from the case are usually shared in proportion to the
costs. As a result, we may incur significant expenses in some years and be
reimbursed through proceeds of awards or settlements several years later. In
cases of willful infringement, patent law provides for the potential of treble
damages at the discretion of the Court.
REVENUE GENERATION
We license technologies to generate revenue based on usage or sales of the
technologies, or by sharing in the profits of distribution. When our customers
pay us, we share the revenue with our clients.
Product distribution We have established a new business model for
appropriate technologies that allows us to move beyond our usual royalty
arrangement and share in the profits of distribution. Distribution terms are
set in written agreements for products, and are generally signed for exclusive
area parameters.
We currently maintain a small inventory of our Calmare pain therapy medical
device and we recognize revenue from the sale of inventory as devices are
shipped to our customers.
In late fiscal 2007, we obtained exclusive worldwide distribution rights to
a non-invasive pain therapy device for rapid treatment of high-intensity
oncologic and neuropathic pain, including pain resistant to morphine and other
drugs. Developed and patented in Italy by CTTC's client, Prof. Giuseppe Marineo,
DSc., the "Scrambler Therapy" technology was brought to CTTC through the efforts
of Prof. Giancarlo Elia Valori of the Italian business development group,
Sviluppo Lazio S.p.A. The Calmare(R) pain therapy medical device, with a
biophysical rather than a biochemical approach, uses a multi-processor able to
simultaneously treat multiple pain areas by applying surface electrodes to the
skin. The device's European CE mark certification allows it to be distributed
and sold
Page 6
throughout Europe, and makes it eligible for approval for distribution and sales
in multiple global markets. In February 2009, CTTC received FDA 510(k)
clearance for U.S. sales of the device. Several thousand patients in various
hospitals and medical centers have been successfully treated using the
technology. CTTC's partner, GEOMC Co., Ltd. of Korea, is manufacturing the
product commercially for worldwide distribution. U.S. and international patents
are pending.
Beginning in fiscal 2008, we entered into a number of distribution
agreements granting country-exclusive rights to a number of international
distributors. Each distributor is required to obtain local sales authorization.
Ongoing sales from these distribution agreements are anticipated in fiscal 2011
and into the future.
In the U.S. we are the distributor for the Calmare Pain Therapy medical
device, having canceled the July 2009 distribution agreement we had with
Innovative Medical Therapies, Inc. for nonperformance, and currently have
contracts with approximately 30 commissioned sales representatives. To assist
potential clients, we are working with several commercial leasing companies to
provide long term (24-60 months) financing for sales of the Calmare device to
hospitals, clinics and medical practices in the US. Ongoing sales in the US,
facilitated by these commissioned representatives, are anticipated in fiscal
2011 and into the future.
Technology royalties Client and customer agreements are generally for the
duration of the technology life, which usually is determined by applicable
patent law. When we receive customer reports of sales or payments, whichever
occurs first, we record revenue for our portion, and record our obligation to
our clients for their portion. For early stage technologies that may not be
ready for commercial development without further research, we may receive annual
minimum payments and/or milestone payments based on research progress or
subsequent sublicense or joint venture proceeds. In certain sublicense or
license agreements, we may receive an upfront fee upon execution of the license.
Our fees are generally non-refundable, and, except for annual minimums, are
usually not creditable against future royalties. In certain cases, the first
year or several years' royalties may be waived in consideration for an upfront
fee. We may apply the upfront fee or initial fees to reimburse patent
prosecution and/or maintenance costs incurred by either party. In these cases,
payments are recorded as a reduction of expense, and not as revenue. If the
reimbursement belongs solely to our client, we record no revenue or expense. As
a result, a new technology may not generate significant revenue in its early
years.
Licensing terms are documented in written agreements with customers. We
generally enter into single element agreements with customers, under which we
have no additional obligations other than patent prosecution and maintenance.
We may enter into multiple element agreements under which we have continuing
service obligations. All revenue from multiple element agreements is deferred
until delivery of all verifiable required elements. In milestone billing
agreements we recognize non-refundable, upfront fees ratably over the life of
the agreement, and milestone payments as the specified milestone is achieved.
We evaluate billing agreements on a case-by-case basis, and record revenue as
appropriate. We do not have multiple element or milestone billing agreements at
this time, but have had such agreements in the past, and could have in the
future.
In fiscal 2010, we had a significant concentration of revenue from our
Calmare pain therapy medical device. We actively market other technologies, and
seek new technologies to mitigate this concentration of revenue and provide a
steady future revenue stream. We have created a new business model for
appropriate technologies that allows us to move beyond our usual royalty
arrangement and share in the profits of distribution. We currently maintain a
small inventory of our Calmare pain therapy medical device and we recognize
revenue from the sale of inventory as devices are shipped to our customers.
Technologies that produced revenue equal to or exceeding 15% of our total
revenue, or at least $250,000 in 2010 and 2009 were:
2010 2009
---------- --------
Pain therapy medical device $1,941,000 $ 7,000
Plant Regeneration $ 12,000 $132,000
Flip Chip $ - $ 71,000
Page 7
As a percentage of total revenue for the same periods, these technologies
represented:
2010 2009
----- -----
Pain therapy medical device 97% 2%
Plant Regeneration 1% 38%
Flip Chip -% 20%
Our pain therapy device is a non-invasive pain therapy device for rapid
treatment of high-intensity oncologic and neuropathic pain, including pain
resistant to morphine and other drugs. We received FDA 510(k) clearance for the
device in February 2009 and have been ramping up our sales effort ever since. We
expect the revenue generated from this technology to grow significantly in
future years. Revenue for fiscal 2010 primarily represented the sale of devices
to either international distributors or end users in the United States. It also
includes rental income from situations where we rented the device to end-users
in the United States and Gain from the Sale of Rental Assets when these devices
were converted to outright sales.
The plant regeneration technology has been assigned to the University of
Pennsylvania who pays us a royalty on any income earned from exploiting this
technology. The technology is currently exclusively licensed to Syngenta
Biotechnology, Inc. The revenue for fiscal 2009 represented previously
unreported back royalties. We expect our future revenue stream to more closely
resemble revenue received in fiscal 2010.
The revenue from our Flip Chip technology in fiscal 2009 represented the
outright sale of the patents to a third party. As such we will not generate any
further revenue from this technology in the future.
We receive revenue from legal awards that result from successful patent
enforcement actions and/or out of court settlements. Such awards or settlements
may be significant, are non-recurring and may include punitive damages,
attorneys' fees, court costs and interest.
Other technologies in our life sciences portfolio, many of which are
subject to testing, clinical trials and approvals, include:
- Nanotechnology bone cement biomaterial with a broad range of potential
applications, including dental, spinal and other bone related applications.
Exclusively licensed to Soteira, Inc. for human spinal applications;
- Sunless tanning agent, a skin-pigment enhancer being researched as a skin
cancer preventative, and therapeutic for vitiligo, albinism and psoriasis,
exclusively licensed to Clinuvel Pharmaceuticals, Ltd. (Australia);
- Lupus Diagnostic and Monitoring technology, a cost-effective scalable
testing platform used to detect and monitor the autoimmune disease, Lupus;
- Sexual Dysfunction technology, CTTC's joint venture with Xion Corporation
announced in September 2009 is conducting an extended research program in
support of the commercialization of our patented melanocortin analogues for
treating male and female sexual dysfunction and obesity.
Our applied science/electronics portfolio includes:
- Encryption technology that operates at high speeds with low memory
requirements to secure applications used on the Internet, telecommunications,
smart cards and e-commerce;
- Video and audio signal processing technology licensed in the Motion
Picture Electronics Group visual patent portfolio pool (MPEG 4 Visual), and used
in streaming video products for personal computers and wireless devices,
including mobile phones;
Page 8
- Radio Alert Warning System, a low powered dual-mode transmitter capable of
short-range interruption of commercial radio broadcasting with a message
alerting of an emergency situation;
- Structural Steel Fissure Detection Paint contains a built-in,
self-activating, crack-indicating or warning capability effective coincident
with application of the paint to the structure, and requiring minimum training
for its use.
REVENUE FROM FOREIGN SOURCES
Revenue from foreign sources totaled approximately $1,385,000 and $43,000,
in 2010 and 2009, respectively. Of the foreign sourced revenue received,
$1,339,000 in fiscal 2010 was from sources in Italy and $32,000, in fiscal 2009
was from sources in Japan.
INVESTMENTS
From time to time we provide other forms of assistance and funding to
certain development-stage companies to further develop specific technologies.
EMPLOYEES
As of October 25, 2010, we employed the full-time equivalent of 8 people.
We also had independent consultants under contract to provide business
development services. In addition to the diverse technical, intellectual
property, legal, financial, marketing and business expertise of our professional
team, from time to time we rely on advice from outside specialists to fulfill
unique technology needs.
CORPORATE GOVERNANCE
CTTC's Corporate Governance Principles, Corporate Code of Conduct, the
Committee Charters for the Audit and Nominating Committees of the Board of
Directors, the unofficial restated Certificate of Incorporation and the By-Laws
are available on our website at www.competitivetech.net/investors/
governance.html.
AVAILABLE INFORMATION
We make available without charge copies of our Annual Report, Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
amendments to those, and other reports filed with the Securities and Exchange
Commission ("SEC") on our website, www.competitivetech.net, as soon as
reasonably practicable after they are filed. Our website's content is not
intended to be incorporated by reference into this report or any other report we
file with the SEC. You may request a paper copy of materials we file with the
SEC by calling us at (203) 368-6044.
You may read and copy materials we file with the SEC on the SEC's website
at www.sec.gov, or at the SEC's Public Reference Room at 100 F Street, NE,
Washington, DC 20549. You may obtain information on the operation of the Public
Reference Room by calling (800) 732-0330.
FISCAL YEAR
Our fiscal year ends July 31, and our first, second, third and fourth
quarters end October 31, January 31, April 30 and July 31, respectively.
Page 9
ITEM 1A. RISK FACTORS
---------------------
RISKS RELATED TO OUR BUSINESS AND THE MARKET ENVIRONMENT
The risk factors described below are not all-inclusive. All risk factors
should be carefully considered when evaluating our business, results of
operations, and financial position. We undertake no obligation to update
forward-looking statements or risk factors. There may be other risks and
uncertainties not highlighted herein that may affect our financial condition and
business operations.
WE DERIVED MORE THAN 97% OF OUR REVENUE IN FISCAL 2010 FROM ONE TECHNOLOGY.
We derived approximately $1,941,000, or 97%, of 2010 revenue from our pain
therapy medical device technology. A concentration of revenue makes our
operations vulnerable to patent change or expiration, or to the development of
new and competing technologies and could have a significant adverse impact on
our financial position.
IN THE LAST FIVE FISCAL YEARS, WE INCURRED SIGNIFICANT NET LOSSES AND NEGATIVE
CASH FLOWS, AND OUR ABILITY TO FINANCE FUTURE LOSSES IS LIMITED, AND MAY
SIGNIFICANTLY AFFECT EXISTING STOCKHOLDERS.
The table below summarizes our consolidated results of operations and cash
flows for the five years ended July 31, 2010:
2010 2009 2008 2007 2006
------------ ------------ ------------ ------------ ------------
Net income
(loss) $(2,708,534) $(3,479,824) $(5,966,454) $(8,893,946) $(2,377,224)
Net cash
flows from:
Operating
activities (3,662,070) (3,491,630) (4,994,411) (5,437,443) (3,527,318)
Investing
activities 65,287 (1,490) 792,539 (978,217) (141,644)
Financing
activities 3,752,196 2,008,096 (133,109) 78,425 2,298,726
Net increase
(decrease) in
cash and cash
equivalents $ 155,413 $(1,485,024) $(4,334,981) $(6,337,235) $(1,370,236)
The Company has incurred operating losses since fiscal 2006. At current
reduced spending levels, the Company may not have sufficient cash flow to fund
operating expenses beyond third quarter fiscal 2011. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include adjustments to reflect the possible
future effect of the recoverability and classification of assets or amounts and
classifications of liabilities that may result from the outcome of this
uncertainty.
The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
If necessary, we will meet anticipated operating cash requirements by further
reducing costs, and/or pursuing sales of certain assets and technologies while
we pursue licensing and distribution opportunities for our remaining portfolio
of technologies. The company does not have any significant individual cash or
capital requirements in the budget going forward. Failure to develop a recurring
revenue stream sufficient to cover operating expenses would negatively affect
the Company's financial position.
Our current recurring revenue stream is insufficient for us to be
profitable with our present cost structure. To return to and sustain
profitability, we must increase recurring revenue by successfully licensing
technologies with current and long-term revenue streams, and continue to build
our portfolio of innovative technologies. We significantly reduced overhead
costs with staff reductions across all company departments, reduced extraneous
litigations, and obtained new technologies to build revenue. We will continue to
monitor our cost structure, and expect to operate within our generated revenue
and cash balances.
Future revenue, obtaining rights to new technologies, granting licenses,
and enforcing intellectual property rights are subject to many factors beyond
our control. These include technological changes, economic cycles, and our
licensees' ability to successfully commercialize our technologies.
Consequently, we may not be able to generate sufficient revenue to be
profitable. Although we cannot be certain that we will be successful in these
efforts, we
Page 10
believe the combination of our cash on hand, and revenue from successfully
executing our strategy will be sufficient to meet our obligations of current and
anticipated operating cash requirements.
WE DEPEND ON RELATIONSHIPS WITH INVENTORS TO GAIN ACCESS TO NEW TECHNOLOGIES AND
INVENTIONS. IF WE FAIL TO MAINTAIN EXISTING RELATIONSHIPS OR TO DEVELOP NEW
RELATIONSHIPS, WE MAY HAVE FEWER TECHNOLOGIES AND INVENTIONS AVAILABLE TO
GENERATE REVENUE. TECHNOLOGY CAN CHANGE RAPIDLY AND INDUSTRY STANDARDS
CONTINUALLY EVOLVE, OFTEN MAKING PRODUCTS OBSOLETE, OR RESULTING IN SHORT
PRODUCT LIFECYCLES. OUR PROFITABILITY DEPENDS ON OUR LICENSEES' ABILITY TO
ADAPT TO SUCH CHANGES.
We do not invent new technologies or products. We depend on relationships
with universities, corporations, government agencies, research institutions,
inventors, and others to provide technology-based opportunities that can develop
into profitable licenses, and/or allow us to share in the profits of
distribution. Failure to maintain or develop relationships could adversely
affect operating results and financial conditions. We are dependent upon our
clients' abilities to develop new technologies, introduce new products, and
adapt to technology and economic changes.
We cannot be certain that current or new relationships will provide the
volume or quality of technologies necessary to sustain our business. In some
cases, universities and other technology sources may compete against us as they
seek to develop and commercialize technologies. Universities may receive
financing for basic research in exchange for the exclusive right to
commercialize resulting inventions. These and other strategies may reduce the
number of technology sources, potential clients, to whom we can market our
services. If we are unable to secure new sources of technology, it could have a
material adverse effect on our operating results and financial condition.
WE RECEIVE MOST OF OUR REVENUE FROM CUSTOMERS OVER WHOM WE HAVE NO CONTROL.
We rely on our customers for revenue. Development of new products
utilizing our technology involves risk. Many technologies do not become
commercially profitable products despite extensive development efforts. Our
license agreements do not require customers to advise us of problems they
encounter in development of commercial products, and usually treat such
information as confidential. Their failure to resolve problems may result in a
material adverse effect on our operating results and financial condition.
STRONG COMPETITION WITHIN OUR INDUSTRY MAY REDUCE OUR CLIENT BASE.
We compete with universities, law firms, venture capital firms and other
technology commercialization firms. Many organizations offer some aspect of
technology transfer services, and are well established with more financial and
human resources than we provide. This market is highly fragmented and
participants frequently focus on a specific technology area.
FROM TIME-TO-TIME WE ARE INVOLVED IN LAWSUITS THAT HISTORICALLY HAVE INVOLVED
SIGNIFICANT LEGAL EXPENSES. IF THE COURTS OR REGULATORY AGENCIES IN THESE SUITS
OR ACTIONS DECIDE AGAINST US, THIS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
For a complete description of all lawsuits in which we are currently
involved, see ITEM 3. LEGAL PROCEEDINGS
OUR REVENUE GROWTH DEPENDS ON OUR ABILITY TO UNDERSTAND THE TECHNOLOGY
REQUIREMENTS OF OUR CUSTOMERS IN THE CONTEXT OF THEIR MARKETS. IF WE FAIL TO
UNDERSTAND THEIR TECHNOLOGY NEEDS OR MARKETS, WE LIMIT OUR ABILITY TO MEET THOSE
NEEDS AND GENERATE REVENUES.
By focusing on the technology needs of our customers, we are better
positioned to generate revenue by providing technology solutions. The market
demands of our customers drive our revenue. The better we understand their
markets, the better we are able to identify and obtain effective technology
solutions for our customers. We rely on our professional staff and contract
business development consultants to understand our customers' technical,
commercial, and market requirements and constraints, to identify and obtain
effective technology solutions for them.
Page 11
OUR SUCCESS DEPENDS ON OUR ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL.
Our success depends on the knowledge, efforts and abilities of a small
number of key personnel, including Johnnie D. Johnson, Chief Executive Officer
and Chief Financial Officer and Aris Despo, Executive Vice President, Business
Development. We rely on our professional staff and contract business development
consultants to identify intellectual property opportunities and technology
solutions, and to negotiate and close license agreements. Competition for
personnel with the necessary range and depth of experience is intense. We cannot
be certain that we will be able to continue to attract and retain qualified
personnel. If we are unable to hire and retain highly qualified professionals
and consultants, especially with our small number of staff, our revenue,
financial condition and future activities could be materially adversely
affected.
OUR CUSTOMERS, AND WE, DEPEND ON GOVERNMENT APPROVALS TO COMMERCIALLY DEVELOP
CERTAIN LICENSED PRODUCTS.
Commercial development of some licensed patents may require the approval of
foreign or domestic governmental regulatory agencies, especially in the life
sciences area, and there is no assurance that those agencies will grant such
approvals. In the United States, the principal governmental agency involved is
the U.S. Food and Drug Administration ("FDA"). The FDA's approval process is
rigorous, time consuming and costly. Until a licensee obtains approval for a
product requiring such approval, the licensee may not sell the product in the
U.S., and therefore we will not receive revenue based on U.S. sales.
IF WE, AND OUR CLIENTS, ARE UNABLE TO PROTECT THE INTELLECTUAL PROPERTY
UNDERLYING OUR LICENSES, OR TO ENFORCE OUR PATENTS ADEQUATELY, WE MAY BE UNABLE
TO DEVELOP SUCH LICENSED PATENTS OR TECHNOLOGIES SUCCESSFULLY.
License revenue is subject to the risk that issued patents may be declared
invalid, may not be issued upon application, or that competitors may circumvent
or infringe our licensed patents rendering them commercially inadequate. When
all patents underlying a license expire, our revenue from that license ceases,
and there can be no assurance that we will be able to replace it with revenue
from new or existing licenses.
PATENT LITIGATION HAS INCREASED; IT CAN BE EXPENSIVE, AND MAY DELAY OR PREVENT
OUR CUSTOMERS' PRODUCTS FROM ENTERING THE MARKET.
Our clients and/or we may pursue patent infringement litigation or
interference proceedings against holders of conflicting patents or sellers of
competing products that we believe infringe our patent rights. For a
description of proceedings in which we are currently involved, see ITEM 3. LEGAL
PROCEEDINGS.
We cannot be certain that our clients and/or we will be successful in any
litigation or proceeding. The costs and outcome may materially adversely affect
our business, operating results and financial condition.
DEVELOPING NEW PRODUCTS, AND CREATING EFFECTIVE COMMERCIALIZATION STRATEGIES FOR
TECHNOLOGIES ARE SUBJECT TO INHERENT RISKS THAT INCLUDE UNANTICIPATED DELAYS,
UNRECOVERABLE EXPENSES, TECHNICAL PROBLEM, AND THE POSSIBILITY THAT DEVELOPMENT
FUNDS WILL BE INSUFFICIENT. THE OCCURRENCE OF ANY ONE OR MORE OF THESE RISKS
COULD CAUSE US TO ABANDON OR SUBSTANTIALLY CHANGE OUR TECHNOLOGY
COMMERCIALIZATION STRATEGY.
Our success depends upon, among other factors, our clients' ability to
develop new or improved technologies, and our customers' products meeting
targeted cost and performance objectives for large-scale production, adapting
technologies to satisfy industry standards and consumer expectations and needs,
and bringing the product to market before saturation. They may encounter
unanticipated problems that result in increased costs or substantial delays in
the product launch. Products may not be reliable or durable under actual
operating conditions, or commercially viable and competitive. They may not meet
price or other performance objectives when introduced into the marketplace. Any
of these events may adversely affect our realization of revenue from new
products.
Page 12
WE HAVE NOT PAID DIVIDENDS ON OUR COMMON STOCK.
We have not paid cash dividends on our common stock since 1981, and, our
Board of Directors does not currently have plans to declare or pay cash
dividends in the future. The decision to pay dividends is solely at the
discretion of our Board of Directors based upon factors that they deem relevant,
and may change at any time.
IN DEVELOPING NEW PRODUCTS WE ARE AFFECTED BY PATENT LAWS AND REGULATIONS.
Patent laws and regulations are continuously reviewed for possible
revision. We cannot be certain how we will be affected by revisions.
ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------
None.
ITEM 2. PROPERTIES
------------------
Our executive offices are approximately 11,000 square feet of leased space
in a building in Fairfield, Connecticut. The seven-year lease commenced August
24, 2006, and expires August 31, 2013. We have an option to terminate the lease
after five years, or renew for an additional five years under similar terms and
conditions. The average annual base rent is approximately $310,000 over the
life of the lease, after including incentives, taxes, climate control, power and
maintenance. Management has sub-leased some excess space and is seeking
additional sub-tenants.
ITEM 3. LEGAL PROCEEDINGS
-------------------------
Carolina Liquid Chemistries Corporation, et al. (Case pending) - On August
29, 2005, we filed a complaint against Carolina Liquid Chemistries Corporation
("Carolina Liquid") in the United States District Court for the District of
Colorado, alleging patent infringement of our patent covering homocysteine
assays, and seeking monetary damages, punitive damages, attorneys' fees, court
costs and other remuneration at the option of the court. Carolina Liquid was
served on September 1, 2005. As we became aware of other infringers, we amended
our complaint to add as defendants Catch, Inc. ("Catch") and the Diazyme
Laboratories Division of General Atomics ("Diazyme"). On September 6, 2006,
Diazyme filed for declaratory judgment in the Southern District of California
for a change in venue and a declaration of non-infringement and invalidity. On
September 12, 2006, the District Court in Colorado ruled that both Catch and
Diazyme be added as defendants to the Carolina Liquid case. On October 23,
2006, Diazyme requested the United States Patent and Trademark Office (the
"USPTO") to re-evaluate the validity of our patent and this request was granted
by the USPTO on December 14, 2006. On July 30, 2009, the homocysteine patent
was upheld by the U.S. Patent and Trademark Office's Board of Patent Appeals and
Interferences (BPAI). In September 2008, the patent had been denied by the
examiner, but that denial was overruled by the BPAI. Further action in this
case is pending as the BPAI decision has been appealed by the examiner prior to
being returned to the U.S District Court for the District of Colorado. We filed
information refuting the examiner's appeal and continue to await the BPAI appeal
decision.
Ben Marcovitch and other co-defendants (Case completed) - On August 8,
2007, we announced that former CTTC Director Ben Marcovitch had been removed for
cause from our Board of Directors by unanimous vote of CTTC's five Directors for
violating CTTC's Code of Conduct. At that time, CTTC also withdrew from its
involvement with Agrofrut, E.U., a nutraceutical firm brought to CTTC by Mr.
Marcovitch. As announced on April 10, 2007, CTTC had paid $750,000 to Agrofrut
for a 5% ownership, and certain marketing and investment options in Agrofrut.
On August 31, 2007, we filed a Federal complaint in the U.S. District Court
for the District of Connecticut against Mr. Marcovitch, Betty Rios Valencia,
President and CEO of Agrofrut and former spouse of Mr. Marcovitch, John Derek
Elwin, III, a former CTTC employee, and other defendants. The complaint claims
that false and misleading information had been provided to CTTC in a conspiracy
to fraudulently obtain funds from CTTC using the Agrofrut transaction. We have
requested, among other relief, punitive damages and attorneys' fees. It is our
opinion
Page 13
and that of our Board of Directors that this lawsuit is required to recover our
$750,000 and to settle outstanding issues regarding the named parties.
On October 22, 2007, at a show cause hearing, the Court stated that all
defendants named in the case, and their associates, were enjoined from any
further use of any remaining part of the $750,000 received from CTTC. The Court
ordered a full disclosure of all accounts where remaining funds are held, and a
complete description of the disposition of any portion of the CTTC payment must
be made to CTTC's counsel. On October 30, 2007, in amended complaint, CTTC
sought injunctive relief and damages against Sheldon Strauss for conspiring with
Mr. Marcovitch to unlawfully solicit proxies in violation of Securities Exchange
Act of 1934.
At a December 7, 2007 hearing, the Court requested CTTC to specify an
appropriate Prejudgment Remedy for the Court to consider. On December 20, 2007,
a Prejudgment Remedy was issued granting garnishment of the $750,000 CTTC is
seeking to recover.
On January 11, 2008, the Court denied the defendants' attempts at
demonstrating that Connecticut was not the proper jurisdiction for these
hearings.
On April 22, 2008, the Court ruled that the defendants must make
arrangements for depositions to be completed by May 2, 2008, a date that was
then extended by the Court. The Court granted permission for the defendants'
depositions to be conducted via video conferencing when the defendants indicated
their inability to travel to the Connecticut court. The depositions were
conducted on June 2, 2008.
On June 23, 2008, the Court ruled that the defendants are compelled to
respond to interrogatories and to produce any supplemental discovery documents
by the deadline of July 7, 2008.
On August 15, 2008, CTTC filed a motion for Summary Judgment. A Memorandum
in Opposition was filed by Marcovitch, et al, on September 15, 2008. CTTC
responded to the Memorandum on September 24. The judge denied the Summary
Judgment Motion on April 6, 2009. On June 1, 2009, the Judge granted permission
to CTTC to enter a Motion for Default Judgment against Agrofrut and Sheldon
Strauss. On June 4, 2009, the Judge granted permission for CTTC to enter a
Motion for Default Judgment against Ben Marcovitch and Betty Rios Valencia.
These Default motions were filed on June 15, 2009.
On September 8, 2009, the Judge ruled favorably on CTTC's motion for
default judgment. The judgment entered against Marcovitch, Rios Valencia,
Agrofrut and Strauss, jointly and severally, is for $750,000, as well as
reasonable attorneys' fees and costs of $600,788. Additionally, judgments were
entered against Marcovitch, Rios Valencia, and Agrofrut, jointly and severally,
for $2.25 million, treble damages, and for $600,788, punitive damages. A
judgment was also entered against Rios Valencia and Agrofrut, jointly and
severally, for punitive damages of $750,000. The judge confirmed that Marcovitch
was properly removed as a member of CTTC's Board of Directors and issued a
permanent injunction prohibiting Marcovitch from holding himself out as a member
of CTTC's Board. A judgment was entered against Strauss prohibiting Strauss from
soliciting proxies in contravention of the SEC rules and regulations. Based on
the Court's rulings, CTTC will now proceed to collect all funds possible from
the parties.
Employment matters - former employee (Cases pending) - In September 2003, a
former employee filed a whistleblower complaint with OSHA alleging that the
employee had been terminated for engaging in conduct protected under the
Sarbanes Oxley Act of 2002 (SOX). In February 2005, OSHA found probable cause to
support the employee's complaint and ordered reinstatement and payment of
damages. CTTC filed objections and requested a de novo hearing before an
Administrative Law Judge ("ALJ"). Based on evidence submitted at the May 2005
hearing, in October 2005 the ALJ issued a written decision recommending
dismissal of the employee's claim without relief. The employee then appealed the
case to the Administrative Review Board ("ARB"). In March 2008, the ARB issued a
decision and order of remand, holding that the ALJ erred in shifting the burden
of proof to CTTC based on a mere inference of discrimination and remanding the
case to the ALJ for clarification of the judge's analysis under the appropriate
burden of proof. In January 2009, the ALJ ruled in favor of CTTC on the ARB
remand. The employee has now appealed the January 2009 ALJ ruling to the ARB and
we await the ARB's decision. The employee had previously requested
reconsideration of the ARB order of remand based on the Board's failure to
address the employee's appeal issues; that request was denied by the ARB in
October 2008.
Page 14
In August 2007, the same former employee filed a new SOX whistleblower
complaint with OSHA alleging that in April 2007 CTTC and its former general
counsel retaliated against the employee for past-protected conduct by refusing
to consider the employee's new employer when awarding a consulting contract. In
March 2008, OSHA dismissed the employee's complaint citing the lack of probable
cause. The employee filed objections and requested de novo review by an ALJ. In
August 2008, the employee gave notice of intent to terminate proceedings before
the ALJ and remove the case to federal district court. In October 2008, the
former employee moved to voluntarily dismiss with prejudice the case before the
ALJ. We anticipate no further action on this matter.
On September 5, 2008, CTTC filed a complaint in the U.S. District Court for
the District of Connecticut against the former employee seeking a declaration
that CTTC did not violate SOX as alleged in the employee's 2007 OSHA complaint,
and to recover approximately $80,000 that CTTC paid to the employee in
compliance with a court order that was subsequently vacated by the U.S. Court of
Appeals for the Second Circuit. On July 1, 2009, the judge ruled in favor of the
former employee's motion to dismiss. The court abstained from ruling on the
question of unjust enrichment due to the unresolved questions before the
Department of Labor Administrative Review Board.
On December 4, 2008, the former employee filed a complaint with the
Department of Labor asking to have the Connecticut case dismissed. On June 1,
2009, the Department dismissed the former employees complaint, finding that
"there is no reasonable cause to believe that the Respondent (CTTC) violated
SOX". We anticipate no further action on this matter.
John B. Nano vs. Competitive Technologies, Inc. - On September 3, 2010, the
Board of Directors of Competitive Technologies, Inc. removed John B. Nano as an
Officer of the Corporation in all capacities for cause, consisting of violation
of his fiduciary duties to the Corporation and violation of the Competitive
Technologies, Inc. Corporate Code of Conduct. On September 13, 2010, the Board
of Directors also removed John B. Nano as a Director of the Corporation in all
capacities for cause, consisting of violation of his fiduciary duties to the
Corporation and violation of the Competitive Technologies, Inc. Corporate Code
of Conduct. Details of these actions are outlined in Form 8-K filings with the
Securities and Exchange Commission on September 13, 2010, and September 17,
2010. Mr. Nano was previously the Chairman of the Board of Directors, President
and Chief Executive Officer of Competitive Technologies, Inc.
On September 23, 2010 the Company was served notice that John B. Nano,
CTTC's former Chairman, President and CEO had filed a Notice of Application for
Prejudgment Remedy/Claim and an Application for an Order Pendente Lite for
breach of his employment contract with us. The applications were filed in the
State of Connecticut Superior Court in Bridgeport, CT. At a hearing on October
4, 2010, initial conversations with the judge indicate that further
conversations may occur prior to any requirement for CTTC to post bond. Mr. Nano
is seeking $750,000 that he claims was owed under his contract had he been
terminated without cause. Mr. Nano's employment contract with the Company had
called for arbitration, which has been requested to resolve this conflict.
Summary - We may be a party to other legal actions and proceedings from
time to time. We are unable to estimate legal expenses or losses we may incur,
or damages we may recover in these actions, if any, and have not accrued
potential gains or losses in our financial statements. Expenses in connection
with these actions are recorded as they are incurred.
We believe we carry adequate liability insurance, directors' and officers'
insurance, casualty insurance, for owned or leased tangible assets, and other
insurance as needed to cover us against claims and lawsuits that occur in the
ordinary course of our business. However, an unfavorable resolution of any or
all matters, and/or our incurrence of legal fees and other costs to defend or
prosecute any of these actions may have a material adverse effect on our
consolidated financial position, results of operation and cash flows in a
particular period.
Page 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
At the Annual Meeting of Shareholders held April 19, 2010, shareholders
voted on the following issues:
- Election of Directors
Election of Directors For Withheld
------------------------ --------- ---------
Joel M. Evans, M.D. 5,031,303 884,104
Richard D. Hornidge, Jr. 5,658,657 256,750
Rustin Howard 5,654,407 261,000
John B. Nano 4,841,219 1,074,188
William L. Reali 5,146,053 769,354
Ratification of selection of MHM Mahoney Cohen CPAs, the New York Practice
of Mayer Hoffman McCann P.C., as the independent public accounting firm:
Accounting Firm For Against Abstained
-------------------------- --------- ------- ---------
MHM Mahoney Cohen CPAs (*) 9,060,625 30,256 43,784
* (Now known as Mayer Hoffman McCann CPAs (The New York practice of Mayer
Hoffman McCann P.C.), effective June 8, 2010.)
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
---------------------------------------------
The name of our executive officer, his age and background information is as
follows.
On September 3, 2010, the Board of Directors of Competitive Technologies,
Inc. removed John B. Nano as an Officer of the Corporation in all capacities for
cause, consisting of violation of his fiduciary duties to the Corporation and
violation of the Competitive Technologies, Inc. Corporate Code of Conduct. On
September 13, 2010, the Board of Directors also removed John B. Nano as a
Director of the Corporation in all capacities for cause, consisting of violation
of his fiduciary duties to the Corporation and violation of the Competitive
Technologies, Inc. Corporate Code of Conduct. (See ITEM 3. LEGAL PROCEEDINGS.)
Johnnie D. Johnson, 72, has served as our Chief Executive Officer and Chief
Financial Officer since September 2010. Mr. Johnson brings over 30 years of
experience to his role as Chief Executive Officer and Chief Financial Officer of
Competitive Technologies. After obtaining his BS in Business and Accounting from
University of Findlay in 1960 and his MBA from Bowling Green University in 1976,
Mr. Johnson went to work with the original Marathon Oil Company (a Fortune 40
company) in 1960, where he remained until Marathon was acquired by USX in 1982.
At Marathon, Mr. Johnson undertook numerous positions, including Auditor,
Controller, and finally Assistant to the President and CEO where he was
responsible for investor relations, crude oil trading, liaison activities with
other operation components of Marathon and merger/acquisition coordination.
While at Marathon Oil, he was singled out by Institutional Investor magazine as
one of the foremost practitioners of investor relations in the US. From 1982 to
1986, after its acquisition of Marathon, Mr. Johnson joined USX (formerly US
Steel and a Fortune 20 company), where as Assistant Corporate Comptroller he was
responsible for investor relations and strategic planning. From 1986 to 1991,
Mr. Johnson was Managing Director of Georgeson & Co., an investor relations,
proxy solicitation, and shareholder analysis firm with 160 employees. Mr.
Johnson served as chairman and CEO for seven years of Johnnie D. Johnson & Co.,
an investor relations firm from 1991 to 1998, serving over 150 clients. Most
recently, Mr. Johnson has assisted CTTC in his role as Chief Executive Officer
of IR Services, LLC (previously Strategic IR, Inc.), beginning in 1998 through
present. Mr. Johnson is a graduate of Harvard's Advanced Management Program, and
was previously a licensed CPA.
Mr. Johnson has been highly active within the investor relations community,
having served as chairman of both the National Investor Relations Institute
(NIRI) and the NIRI foundation, as well as president of the Petroleum Investor
Relations Association. He is a member of the Investor Relations Association, and
a former member of NIRI and the American Institute of CPAs. His publications
include, "Establishing the Investor Relations Function," in The
Page 16
Handbook of Investor Relations, edited by Donald R. Nichols, 1989, Dow
Jones-Irwin, and, "Investor Relations: A Marketing Function," in Experts in
Action: Inside Public Relations, 2nd ed., edited by C. Burger, 1989, Longman
Inc. In addition, he has lectured extensively in the US, Europe and Asia on the
subjects of investor relations and financial statement analysis.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
------- ------------------------------------------------------------------
AND ISSUER PURCHASES OF EQUITY SECURITIES
-----------------------------------------
Market information. Our common stock had been traded on the NYSE Amex
under the ticker symbol CTT since April 25, 1984. On September 3, 2010, our
stock was delisted from the NYSE Amex and began trading on the OTCQB under the
ticker symbol CTTC. On October 5, 2010, our stock began trading on the OTC
market's top tier, the OTCQX. The following table sets forth for the periods
indicated, the quarterly high and low trading prices for our common stock, as
reported by the NYSE Amex.
YEAR ENDED JULY 31, 2010 Year Ended July 31, 2009
---------------------------------- ----------------------------------
High Low High Low
------- --------- ------- ---------
First Quarter $ 2.64 $ 1.92 First Quarter $ 3.00 $ 1.02
Second Quarter $ 2.39 $ 1.40 Second Quarter $ 1.55 $ 0.76
Third Quarter $ 3.10 $ 1.24 Third Quarter $ 1.80 $ 0.54
Fourth Quarter $ 3.64 $ 2.00 Fourth Quarter $ 2.84 $ 1.41
Holders. At October 25, 2010, there were approximately 519 holders of record of
our common stock.
Dividends. No cash dividends were declared on our common or preferred stocks
during the last two fiscal years.
Page 17
COMPETITIVE TECHNOLOGIES, INC.
ITEM 6. SELECTED FINANCIAL DATA(1) (4)
-------------------------------
2010 2009 2008 2007 2006
------------ ------------ ------------ ------------- ------------
STATEMENT OF OPERATIONS SUMMARY:
Total revenues (2) $ 2,009,682 $ 348,240 $ 1,193,353 $ 4,167,216 $ 5,187,631
Net income (loss) (2) (3) $(2,708,534) $(3,479,824) $(5,966,454) $ (8,893,946) $(2,377,224)
Net income (loss) per share:
Basic $ (0.25) $ (0.40) $ (0.73) $ (1.11) $ (0.31)
Assuming dilution $ (0.25) $ (0.40) $ (0.73) $ (1.11) $ (0.31)
Weighted average number of
common shares outstanding:
Basic 10,832,043 8,740,419 8,156,343 8,040,455 7,651,635
Assuming dilution 10,832,043 8,740,419 8,156,343 8,040,455 7,651,635
YEAR-END BALANCE SHEET SUMMARY: At July 31,
---------------------------------------------------------------------
Cash and cash equivalents $ 907,484 $ 752,071 $ 2,237,095 $ 6,572,076 $12,909,311
Total assets 4,949,923 1,401,491 3,110,983 9,712,733 18,416,901
Total long-term obligations 66,369 81,418 78,822 62,624 -
Total shareholders' interest 2,608,502 285,168 1,593,436 7,598,816 14,454,200
(1) This summary should be read in conjunction with our Consolidated Financial Statements and Notes
thereto. All amounts in these notes are rounded to thousands.
(2) 2010 includes $1,941,000 from our pain therapy medical device. 2008 includes $320,000 for the
settlement of our dispute with Palatin regarding their breach of our License Agreement. 2007
includes $806,000 for the sale of video compression patents. 2006 includes upfront license fees
totaling $460,000.
(3) 2010 includes $516,000 of cost of sales for our pain therapy medical device. 2009 includes
$400,000 insurance recovery in settlement of our legal action against Federal Insurance. 2008
includes recovery of $480,000 in legal fees related to the settlement of our dispute with Palatin.
2007 includes $877,000 of non-cash compensation related to stock options, $1,650,000 for the
settlement of the case, including legal fees, brought against us by John B. Nano, write-off of
$750,000 investment in non-public companies and related investigative fees of $189,000, and
$711,000 of costs related to the proxy contest, including $125,000 non-cash compensation in the form
of shares of common stock. 2006 includes $398,000 of non-cash compensation expense related to stock
options and $371,000 of legal costs relating to Mr. Nano.
(4) No cash dividends were declared or paid in any year presented.
Page 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATION
------------
FORWARD-LOOKING STATEMENTS
Statements about our future expectations are "forward-looking statements"
within the meaning of applicable Federal Securities Laws, and are not guarantees
of future performance. When used herein, the words "may," "will," "should,"
"anticipate," "believe," "appear," "intend," "plan," "expect," "estimate,"
"approximate," and similar expressions are intended to identify such
forward-looking statements. These statements involve risks and uncertainties
inherent in our business, including those set forth in Item 1A under the caption
"Risk Factors," in this Annual Report on Form 10-K for the year ended July 31,
2010, and other filings with the SEC, and are subject to change at any time. Our
actual results could differ materially from these forward-looking statements. We
undertake no obligation to update publicly any forward-looking statement.
OVERVIEW
Competitive Technologies, Inc. ("CTTC"), was incorporated in Delaware in
1971, succeeding an Illinois corporation incorporated in 1968. CTTC and its
subsidiaries (collectively, "we," "our," or "us"), provide distribution, patent
and technology transfer, sales and licensing services focusing on the needs of
our customers, matching those requirements with commercially viable technology
or product solutions. We develop relationships with universities, companies,
inventors and patent or intellectual property holders to obtain the rights or a
license to their intellectual property (collectively, the "technology" or
"technologies"), or to their product. They become our clients, for whom we find
markets to sell or further develop or distribute their technology or product. We
also develop relationships with those who have a need or use for technologies or
products. They become our customers, usually through a license or sublicense, or
distribution agreement.
We earn revenue in three ways, retained royalties from licensing our
clients' and our own technologies to our customer licensees, product sales fees
in a business model that allows us to share in the profits of distribution of
finished products, and sales of inventory. We currently maintain a small
inventory of our Calmare pain therapy medical device and we recognize revenue
from those sales as devices are shipped to our customers. Our customers pay us
license fees, royalties based on usage of the technology, or per unit fees, and
we share that revenue with our clients. Our revenue fluctuates due to changes
in revenue of our customers, upfront license fees, new licenses granted, new
distribution agreements, expiration of existing licenses or agreements, and/or
the expiration or economic obsolescence of patents underlying licenses or
products.
We acquire rights to commercialize a technology or product on an exclusive
or non-exclusive basis, worldwide or limited to a specific geographic area.
When we license or sublicense those rights to our customers, we may limit rights
to a defined field of use. Technologies can be early, mid, or late stage.
Products we evaluate must be a working prototype or finished product. We
establish channel partners based on forging relationships with mutually aligned
goals and matching competencies, to deliver solutions that benefit the ultimate
end-user.
Reliance on one revenue source. In fiscal 2010, we had a significant
concentration of revenue from our pain therapy medical device technology. We
continue to seek revenue from new technology licenses to mitigate the
concentration of revenue, and replace revenue from expiring licenses. We have
created a new business model for appropriate technologies that allows us to move
beyond our usual royalty arrangement and share in the profits of distribution.
Presentation. All amounts in this Item 7 have been rounded to the nearest
thousand dollars. All periods discussed in this Item 7 relate to our fiscal year
ending July 31; first, second, third and fourth quarters ending October 31,
January 31, April 30 and July 31, respectively.
The following discussion and analysis provides information that we believe
is relevant to an assessment and understanding of our financial condition and
results of operations. This discussion and analysis should be read in
conjunction with our Consolidated Financial Statements and Notes thereto.
The Company incurred an operating loss for fiscal 2010, as well as an
operating loss in fiscal 2009. During fiscal 2010, we had a significant
concentration of revenues from our pain therapy medical device technology. We
continue
Page 19
to seek revenue from new technologies or products to mitigate the concentration
of revenues, and replace revenues from expiring licenses. At current reduced
spending levels, the Company may not have sufficient cash flow to fund operating
expenses beyond third quarter fiscal 2011. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include adjustments to reflect the possible future effect of
the recoverability and classification of assets or amounts and classifications
of liabilities that may result from the outcome of this uncertainty.
The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
If necessary, we will meet anticipated operating cash requirements by further
reducing costs, and/or pursuing sales of certain assets and technologies while
we pursue licensing and distribution opportunities for our remaining portfolio
of technologies. The company does not have any significant individual cash or
capital requirements in the budget going forward. Failure to develop a recurring
revenue stream sufficient to cover operating expenses would negatively affect
the Company's financial position.
On September 3, 2010, the Company's securities began trading on the OTCQB
marketplace under the ticker symbol CTTC, having been delisted from the NYSE
Amex (the "Exchange"). The delisting followed an 18-month period during which
the Company sought to regain compliance with the Exchange's continued listing
standards as set forth in Part 10 of the Exchange Company Guide. As noted in
Section 1003 of the Exchange Company Guide, companies with stockholders' equity
of less than $2 million, and losses from continuing operations and net losses in
two out of its three most recent fiscal years, or with stockholders' equity of
less than $4 million and losses from continuing operations and net losses in
three out of its four most recent fiscal years are non-compliantWe were only
non-compliant with the stockholders' equity component.
Despite arguments made at an oral hearing at which the Company sought to
remain listed, the Exchange Listing Qualifications Panel affirmed the Exchange
Staff's determination to delist the Company's securities. After trading on the
OTCQB for a month, on October 5, 2010, the Company's securities began trading on
the OTC market's top tier, the OTCQX.
RESULTS OF OPERATIONS - 2010 VS. 2009
SUMMARY OF RESULTS
We incurred a net loss for 2010 of $2,709,000 or $0.25 per share, compared
to a net loss for 2009 of $3,480,000, or $0.40 per share, a decreased loss of
$771,000, or $0.15 per share. The reasons for the decrease in net loss are
explained in detail below.
REVENUES
Total revenue for 2010 was $2,010,000, compared to $348,000 for 2009, an
increase of $1,662,000, or 478%.
Product sales for 2010 were $1,853,000, an increase of $1,845,000 from the
$8,000 recorded in fiscal 2009. Sales in fiscal 2010 represents sales of
Calmare(R) pain therapy medical devices. We sold 126 (114 international, 12
domestic) devices in fiscal 2010. For 2009 sales were for one Calmare pain
therapy medical device and three electronic stress management and memory
improvement devices (which we are no longer actively marketing).
Retained royalties for 2010 were, $68,000, compared to the $261,000
reported in 2009, a decrease of $193,000 or 74%. The patents for our plasma
display technology and novel infections bursal disease virus vaccine expired in
the first quarter of fiscal 2010 and the second quarter of fiscal 2009
respectively. We earned no royalties on these patents in fiscal 2010 but
recorded revenue totaling $50,000 on these patents in fiscal 2009. Our plant
regeneration technology provided $132,000 in royalty income for fiscal 2009.
These were primarily unreported back royalties. Going forward we expect this
technology to provide revenue more in line with the $12,000 that was recorded
for fiscal 2010.
Gain on sale of rental assets for fiscal 2010 included $81,000 from the
conversion of a rental contract for two Calmare Pain Therapy medical devices
into an outright sale of the devices. There were no conversions of rental assets
during fiscal 2009.
Page 20
Other income for 2010 was $7,000. This was primarily the result of entering
into rental arrangements with two customers for our pain therapy medical device.
For 2009 other income was primarily the proceeds of $71,000 on the sale of our
flip chip patent.
Investment income includes dividends and interest earned on our invested
cash. Investment income for 2010 was $0, compared to $7,000 in 2009 a decrease
of $7,000, or 100%. The decrease is due to lower average monthly cash balances
in the current year compared to the prior year.
EXPENSES
Increase % Increase
2010 2009 (Decrease) (Decrease)
---------- ----------- ----------- -----------
Cost of product sales $ 516,000 $ 1,000 $ 515,000 51,500
Personnel and other
direct expenses
relating to revenues 2,061,000 2,024,000 37,000 2
General and administrative
expenses 2,134,000 2,199,000 (65,000) (3)
Patent enforcement
expenses, net of
reimbursements - 2,000 (2,000) (100)
Insurance recovery - (400,000) 400,000 (100)
Interest expense 8,000 3,000 5,000 167
---------- ----------- ----------- -----------
TOTAL EXPENSES $4,719,000 $3,829,000 890,000 23
========== =========== =========== ===========
Total expenses increased $890,000 or 23% in 2010 compared to 2009.
Cost of product sales in 2010 represents the cost of 57 pain therapy
devices sold. The company usually does not take possession of medical devices,
but has devices drop-shipped directly from our Korean manufacturer. This was
true of 69 units sold during fiscal 2010. We anticipate that most of our sales
will be drop shipped directly from the manufacturer going forward. There was no
cost of sales for our pain therapy device in fiscal 2009. All the costs for 2009
relate to our stress management and memory improvement device. We are no longer
actively marketing this device.
Personnel and other direct expenses relating to revenues increased a net
$37,000 in 2010, compared to 2009. Commission expense was $126,000 higher in
fiscal 2010 as sales of our pain therapy medical device has started to increase.
We incurred $91,000 of recruiting expenses in fiscal 2010 to staff our VP Sales
& Marketing position, as well as commissioned sales representatives for our pain
therapy device. In fiscal 2008, we had a large overaccrual for the expected
contribution to the company 401(k) plan. This overaccrual was reversed in fiscal
2009, and resulted in 401(k) expense for fiscal 2010 being $71,000 higher than
fiscal 2009. Finally, employee benefits were $23,000 higher in fiscal 2010 when
compared with fiscal 2009. This is primarily the result of a 5% premium
increase, as well as having some of our employees select more expensive
insurance options for fiscal 2010. These cost increases were offset by the
following decreases; $95,000 for consulting costs as management made a concerted
effort to reduce unnecessary costs, $85,000 in employee stock option expenses as
option awards for our former Chief Executive Officer fully vested in February
2010 and no further expense will be recognized on these options. Payroll and
related taxes decreased by $63,000 as a result of lower headcount through fiscal
2010 when compared with fiscal 2009. Finally, severance costs decreased $35,000
as three people were terminated in fiscal 2009 versus one in fiscal 2010.
General and administrative expenses decreased a net $65,000 or 3% in 2010,
compared to 2009. The decrease in expenses is primarily due to the following
reductions: legal fees as a result of less active litigation, $332,000,
primarily the Marcovitch case; SOX expense $116,000 as we hired new consultants
for fiscal 2010 which resulted in significantly lower fees, and D&O insurance
$75,000, as our last insurance renewal resulted in a significant savings. In
addition, other directors' costs were $14,000 lower in fiscal 2010, primarily
the result of having one less director. These decreases were offset by the
following cost increases; payments to a public relations firm for our pain
therapy device, $105,000, costs for our conference in Boston introducing the
pain therapy device, $58,000, payments to Medical Technology Partners totaling
$75,000 for development of our insurance reimbursement strategy, payments to
outside
Page 21
consultants to operate and train users on our pain therapy medical device,
$53,000, payments totaling $20,000 to the newly created Medical Advisory Board
for our pain therapy device. Investor Relations expenses were higher in fiscal
2010, $64,000, due to the number of press releases related to the success of our
pain therapy device. Travel & Entertainment expense is higher, $36,000, in
fiscal 2010 due to the establishment of a sales force for our pain therapy
device. We incurred expenses totaling $42,000 to have Crystal Research prepare
an investment research report on the company. Finally, our exchange listing
fees were $16,000 higher in fiscal 2010, primarily due to the write-off of
prepaid fees at year-end due to the company's delisting from the NYSE Amex.
Patent enforcement expenses, net of reimbursements, decreased a net $2,000
or 100% in 2010, compared to 2009. Patent enforcement expenses vary, depending
on the activity relating to outstanding patent litigation.
Insurance recovery in 2009 represents settlement of our action against
Federal Insurance to cover our legal fees and loss associated with the case
involving Ben Marcovitch and other co-defendants (For further information, see
the Marcovitch and Federal cases, ITEM 3. LEGAL PROCEEDINGS.).
Interest expense in 2010 was incurred as a result of our landlord allowing
us to defer certain rent payments while we were in the process of
commercializing our pain therapy device and also because we financed our
insurance premiums for fiscal 2010. In fiscal 2009, interest expense relates
solely to the deferment of rent payments. The expense is higher in fiscal 2010
because the total rent deferral is higher.
PROVISION FOR INCOME TAXES
In current and prior years, we generated significant federal and state
income and alternative minimum tax ("AMT") losses, and these net operating
losses ("NOLs") were carried forward for income tax purposes to be used against
future taxable income. In 2010 and in 2009, we incurred a loss but did not
record a benefit since the benefit was fully reserved (see below).
The NOLs are an asset to us if we can use them to offset or reduce future
taxable income and therefore reduce the amount of both federal and state income
taxes to be paid in future years. Previously, since we were incurring losses and
could not be sure that we would have future taxable income to be able to use the
benefit of our NOLs, we recorded a valuation allowance against the asset,
reducing its book value to zero. In 2010 and in 2009, the benefit from our net
loss was offset completely by a valuation allowance recorded against the asset.
We did not show a benefit for income taxes. We will reverse the valuation
allowance or portions thereof when we determine it is more likely than not that
our NOL's will be utilized. We have substantial federal and state NOLS and
capital loss carryforwards to use against future regular taxable income. In
addition, we can use our NOLs to reduce our future AMT liability. A significant
portion of the remaining NOLs at July 31, 2010, approximately $4,053,000, was
derived from income tax deductions related to the stock options exercises. The
tax effect of these deductions will be credited against capital in excess of par
value at the time they are utilized for book purposes, and not credited to
income. We will never receive a benefit for these NOLs in our statement of
operations.
At July 31, 2010, and July 31, 2009 we had no unrecognized tax benefits.
FINANCIAL CONDITION AND LIQUIDITY
Our liquidity requirements arise principally from our working capital
needs, including funds needed to find and obtain new technologies or products,
and protect and enforce our intellectual property rights, if necessary. We fund
our liquidity requirements with a combination of cash on hand and cash flows
from operations, if any, including royalty legal awards. At July 31, 2010, we
had no outstanding debt, and no credit facility.
We believe we will successfully license new technologies and collect due,
but unpaid, royalties on existing licenses to add revenue. Although there can
be no assurance that we will be successful in our efforts, we believe the
combination of our cash on hand and revenue from executing our strategy will be
sufficient to meet our obligations of current and anticipated operating cash
requirements beyond third quarter fiscal 2011. If necessary, we will meet
anticipated operating cash requirements by further reducing costs, and/or
pursuing sales of certain assets and technologies while we pursue licensing
opportunities for our remaining portfolio of technologies.
Page 22
In late fiscal 2007, the Company obtained exclusive worldwide distribution
rights to a non-invasive pain therapy medical device for rapid treatment of
high-intensity oncologic and neuropathic pain, including pain resistant to
morphine and other drugs. Developed and patented in Italy by CTTC's client,
Prof. Giuseppe Marineo, DSc., the "Scrambler Therapy" technology was brought to
CTTC through the efforts of Prof. Giancarlo Elia Valori of the Italian business
development group, Sviluppo Lazio S.p.A. The Calmare(R) pain therapy medical
device, with a biophysical rather than a biochemical approach, uses a
multi-processor able to simultaneously treat multiple pain areas by applying
surface electrodes to the skin. The device's European CE mark certification
allows it to be distributed and sold throughout Europe, and makes it eligible
for approval for distribution and sales in multiple global markets. In February
2009, CTTC received FDA 510(k) clearance for U.S. sales of the device. Several
thousand patients in various hospitals and medical centers have been
successfully treated using the technology. CTTC's partner, GEOMC Co., Ltd. of
Korea, is manufacturing the product commercially for worldwide distribution.
U.S. and international patents are pending.
Beginning in fiscal 2008, we entered into a number of distribution
agreements granting country-exclusive rights for Calmare device sales to a
number of international distributors. Each distributor is required to obtain
local sales authorization. These signed distribution agreements currently cover
about 48% of the world's population (not including the US). We continue to seek
additional international distribution partners.
In the U.S. we are the distributor for the Calmare Pain Therapy medical
device, having canceled the July 2009 distribution agreement we had with
Innovative Medical Therapies, Inc. for nonperformance, and currently have
contracts with approximately 30 commissioned sales representatives. To assist
potential clients, we are working with several commercial leasing companies to
provide long term (24-60 months) financing for sales of the Calmare device to
hospitals, clinics and medical practices in the US.
Cash and cash equivalents consist of demand deposits and interest earning
investments with maturities of three months or less, including money market
funds. We carry cash equivalents at cost.
At July 31, 2010, cash and cash equivalents were $907,000, compared to
$752,000 at July 31, 2009. The fiscal 2010 loss of $2,709,000 contained
non-cash charges of $224,000. A gain on the sale of rental assets of $81,000,
and reductions in assets and liabilities of $1,096,000, resulted in cash used in
operations of $3,662,000. Cash flow provided by investing activities includes
proceeds of $3,941,000 primarily from the sale of common stock to Fusion and
Crisnic. These activities increased cash by $155,000. As of October 25, 2010,
our cash and cash equivalents balance is approximately $964,000 million.
We currently have the benefit of using a portion of our accumulated NOLs to
eliminate any future regular federal and state income tax liabilities. We will
continue to receive this benefit until we have utilized all of our NOLs, federal
and state. However, we cannot determine when and if we will be profitable and
thus able to utilize the benefit of the remaining NOLs before they expire.
At July 31, 2010, we had aggregate federal net operating loss carryforwards
of approximately $28,786,000, which expire at various times through 2030, with
the majority of them expiring after 2011. A majority of our federal NOLs can be
used to reduce taxable income used in calculating our AMT liability. We also
have state net operating loss carryforwards of approximately $26,065,000 that
expire through fiscal year 2030.
A significant portion of the NOLs remaining at July 31, 2010, approximately
$4,053,000, was derived from income tax deductions related to the exercise of
stock options. The tax effect of these deductions will be credited against
capital in excess of par value at the time they are utilized for book purposes,
and not credited to income. We will never receive a benefit for these NOLs in
our statement of operations.
FUNDING AND CAPITAL REQUIREMENTS
EQUITY FINANCING
In July 2008, to improve our financial condition we entered into an equity
financing arrangement (the "2008 Agreement") with Fusion Capital for up to $5.0
million of cash through sales of our common stock, at our option. We raised
approximately $2.0 million through this agreement and terminated it on August 5,
2009. On August 6, 2009
Page 23
we entered into a new agreement (the "2009 Agreement") with Fusion Capital to
raise up to $8.0 million dollars through sales of our common stock. We raised
approximately $3.4 million through this agreement.
On June 2, 2010, we entered into an agreement with Crisnic Fund, S.A. to
sell up to two million share of our common stock to Crisnic at a 15% discount
from the volume weighted average price on the date the SEC declared our
registration statement effective. As part of the agreement, Crisnic was entitled
to $10,000 cash and 75,000 shares of our common stock as a fee.
The SEC declared our registration statement effective on July 14, 2010. The
volume weighted average price on that day was $2.40 per share and the 15%
discount priced the shares at $2.04 per share. During this same period, June and
July 2010, the Company also received notification of its pending delisting from
the NYSE Amex (see below). Although the Company believed completing the Crisnic
Agreement would enable it to comply with the NYSE Amex's continued listing
standards, market conditions existing at the time, primarily the threat of the
Company being delisted from the NYSE Amex, led to a significant increase in
short sales and a rapid decrease in the stock price.
Following the closing date for the sale, the stock price went down rapidly,
to the point where Crisnic was unable to complete the funding for the
transaction. Because the stock was trading below the discounted price of $2.04,
portions of the shares could not be sold to third parties at the agreed-upon
price, as had been planned by Crisnic. Shares were sold in several traunches,
initially at the agreed upon price per share of $2.04, and as market conditions
worsened, at lower prices which would still enable the Company to receive the
necessary financing. No shares were sold below $0.90.
The Company ultimately received approximately $1.6 million for the sale of
1,447,867 shares of common stock (including the 75,000 shares given to Crisnic
as a fee). The remaining 627,133 shares of stock remain outstanding and are
reflected as a receivable reducing equity in our financial statements. These
shares were valued at $0.90. Due to current market conditions, we have suspended
our plans to sell these shares.
We also incurred cash costs relating to the Crisnic agreement, including
legal and auditing fees, exchange listing fees, and due diligence costs totaling
$140,112. These costs have been charged against capital in excess of par value.
CAPITAL REQUIREMENTS
The Company incurred operating losses for fiscal 2010 and 2009. In fiscal
2010, we had a significant concentration of revenues from our pain therapy
medical device technology. We continue to seek revenue from new technology
licenses to mitigate the concentration of revenue, and replace revenue from
expiring licenses. We have created a new business model for appropriate
technologies that allows us to move beyond our usual royalty arrangement and
share in the profits of distribution.
For fiscal 2011, we expect our capital expenditures to be less than $100,000.
GENERAL
Our future cash requirements depend on many factors, including results of
our operations and marketing efforts, results and costs of our legal
proceedings, and our equity financing. To achieve and sustain profitability, we
must increase the number of distributors for our products, broaden the base of
technologies for distribution, license technologies with sufficient current and
long-term revenue streams, and add new licenses. Obtaining rights to new
technologies, granting rights to licensees and distributors, enforcing
intellectual property rights, and collecting revenue are subject to many
factors, some of which are beyond our control. Although we cannot be certain
that we will be successful in these efforts, we believe the combination of our
cash on hand and revenue from executing our strategic plan will be sufficient to
meet our obligations of current and anticipated operating cash requirements
beyond third quarter fiscal 2011.
Page 24
CONTRACTUAL OBLIGATIONS AND CONTINGENCIES
At July 31, 2010, our contractual obligations were:
WITHIN 1 MORE THAN
CONTRACTUAL OBLIGATIONS TOTAL YEAR 1-3 YEARS 3-5 YEARS 5 YEARS
----------------------- ---------- ---------- --------- --------- ---------
Operating lease
obligations,
principally rent $1,156,000 $ 521,000 $ 607,000 $ 28,000 $ -
Nano employment
agreement 175,000(1) 175,000(1) - - -
---------- ---------- --------- --------- ---------
$1,331,000 $ 696,000 $ 607,000 $ 28,000 $ -
========== ========== ========= ========= =========
(1) Because John B. Nano was terminated for cause on September 3, 2010, the
Company does not believe it has any contractual obligations under his employment
agreement going forward. (See Item 15. Subsequent Events.)
Any other commitments we may have are contingent upon a future event.
Contingencies. Our directors, officers, employees and agents may claim
indemnification in certain circumstances. We seek to limit and reduce potential
obligations for indemnification by carrying directors and officers liability
insurance, subject to deductibles.
We also carry liability insurance, casualty insurance, for owned or leased
tangible assets, and other insurance as needed to cover us against potential and
actual claims and lawsuits that occur in the ordinary course of business.
Many of our license and service agreements provide that upfront license
fees, license fees and/or royalties we receive are applied against amounts that
our clients or we have incurred for patent application, prosecution, issuance
and maintenance costs. We expense such costs as incurred, and reduce expense if
reimbursed from future fees and/or royalties. If the reimbursement belongs to
our client, we record no revenue or expense.
As of July 31, 2010, CTTC and its majority owned subsidiary, Vector Vision,
Inc. ("VVI"), have remaining obligations, contingent upon receipt of certain
revenues, to repay up to $199,006 and $203,478, respectively, in consideration
of grant funding received in 1994 and 1995. CTTC also is obligated to pay at the
rate of 7.5% of its revenues, if any, from transferring rights to certain
inventions supported by the grant funds. VVI is obligated to pay at rates of
1.5% of its net sales of supported products or 15% of its revenues from
licensing supported products, if any. We recognize these obligations only if we
receive revenues related to the grant funds. We recognized approximately $1,705
of these obligations in 2010.
We engage independent consultants who provide us with business development,
advisory and/or evaluation services under contracts that are cancelable on
certain written notice. These contracts include contingencies for potential
sales commissions earned solely on sales resulting directly from the work of the
consultant. For fiscal 2009 we neither accrued nor paid significant sales
commissions under such contracts. For fiscal 2010, we recorded approximately
$126,000 of such sales commissions expense.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the U.S. requires that we make
estimates, assumptions and judgments that affect the reported amounts of assets
and liabilities at the date of the financial statements, the reported amounts of
revenue and expenses for the reporting period, and related disclosures. We base
our estimates on information available at the time, and assumptions we believe
are reasonable. By their nature, estimates, assumptions and judgments are
subject to change at any time, and may depend on factors we cannot control. As a
result, if future events differ from our estimates, assumptions and judgments,
we may need to adjust or revise them in later periods.
We believe the following significant estimates, assumptions, and judgments
we used in preparing our consolidated financial statements are critical to
understanding our financial condition and operations.
Page 25
Deferred tax assets. In assessing the realization of deferred tax assets,
the Company considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. As a result of uncertainty
of achieving sufficient taxable income in the future, a full valuation allowance
against its deferred tax asset has been recorded. If these estimates and
assumptions change in the future, the Company may be required to reverse the
valuation allowance against deferred tax assets, which could result in
additional income tax income.
Share-based compensation. We account for share-based compensation on a fair
value basis. Share-based compensation cost is measured at the grant date based
on the value of the award and is recognized as expense over the service
(vesting) period. Determining the fair value of share-based awards at the grant
date requires judgment, including, estimating the expected life of the stock
option, volatility, and the amount of share-based awards that can be expected to
be forfeited. Our estimates were based on our historical experience with stock
option awards.
RELATED PARTY TRANSACTIONS
Our board of directors determined that when a director's services are
outside the normal duties of a director, we compensate the director at the rate
of $1,000 per day, plus expenses, which is the same amount we pay a director for
attending a one-day Board meeting. We classify these amounts as consulting
expenses, included in personnel and other direct expenses relating to revenues.
We incurred charges of $300 and $54,000 in 2010 and 2009, respectively, for
consulting services provided by a relative of our former Chairman, President and
CEO.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable for smaller reporting company.
Page 26
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Description Page
------------------------------------------------------------------------- -----
Report of Independent Registered Public Accounting Firm 28
Consolidated Balance Sheets 29
Consolidated Statements of Operations 30
Consolidated Statements of Changes in Shareholders' Interest 31
Consolidated Statements of Cash Flows 32
Notes to Consolidated Financial Statements 33-52
Page 27
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Competitive Technologies, Inc.
Fairfield, CT
We have audited the accompanying consolidated balance sheets of Competitive
Technologies, Inc. and Subsidiaries as of July 31, 2010 and 2009 and the related
consolidated statements of operations, changes in shareholders' interest and
cash flows for the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated 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 audits 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 audits 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 consolidated 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, such consolidated financial statements present fairly, in all
material respects, the financial position of Competitive Technologies, Inc. and
Subsidiaries at July 31, 2010 and 2009, and the results of their operations and
their cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that Competitive Technologies, Inc. and Subsidiaries will continue as a going
concern. As more fully described in Note 1, at July 31, 2010, the Company has
incurred operating losses since fiscal year 2006. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.
/s/ Mayer Hoffman McCann CPAs
(The New York Practice of Mayer Hoffman McCann P.C.)
New York, New York
October 26, 2010
Page 28
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
JULY 31, 2010 July 31, 2009
--------------- ---------------
ASSETS
Current Assets:
Cash and cash equivalents $ 907,484 $ 752,071
Receivables, net of allowance of $101,154
at July 31, 2010 and 2009 3,536,572 199,619
Inventory 272,869 -
Prepaid expenses and other current assets 69,080 206,789
--------------- ---------------
Total current assets 4,786,005 1,158,479
Property and equipment, net 163,918 203,012
Deferred financing costs, net - 40,000
--------------- ---------------
TOTAL ASSETS $ 4,949,923 $ 1,401,491
=============== ===============
LIABILITIES AND SHAREHOLDERS' INTEREST
Current Liabilities:
Accounts payable $ 1,046,174 $ 352,543
Accrued expenses and other liabilities 1,228,878 682,362
--------------- ---------------
Total current liabilities 2,275,052 1,034,905
Deferred rent 66,369 81,418
Shareholders' interest:
5% preferred stock, $25 par value, 35,920
shares authorized, 2,427 shares issued
and outstanding 60,675 60,675
Common stock, $.01 par value, 20,000,000
shares authorized, 13,824,944 and
9,819,027 shares issued respectively 138,249 98,190
Capital in excess of par value 43,444,154 37,887,925
Receivable from Crisnic (564,420) -
Accumulated deficit (40,470,156) (37,761,622)
--------------- ---------------
Total shareholders' interest 2,608,502 285,168
--------------- ---------------
TOTAL LIABILITIES AND
SHAREHOLDERS' INTEREST $ 4,949,923 $ 1,401,491
=============== ===============
See accompanying notes
Page 29
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Year ended July 31,
--------------------------
2010 2009
------------ ------------
REVENUES
Product Sales $ 1,853,040 $ 8,493
Retained Royalties 68,434 261,410
Investment income 73 7,346
Gain on Sale of Rental Assets 81,203 -
Other income 6,932 70,991
------------ ------------
2,009,682 348,240
EXPENSES
Cost of product sales 515,612 668
Personnel and other direct expenses
Relating to revenues 2,061,024 2,024,210
General and administrative expenses 2,133,936 2,198,608
Patent enforcement expenses, net of
reimbursements - 1,852
Insurance recovery - (400,000)
Interest expense 7,644 2,726
------------ ------------
4,718,216 3,828,064
------------ ------------
(Loss) before income taxes (2,708,534) (3,479,824)
Provision (benefit) for income taxes - -
------------ ------------
NET (LOSS) $(2,708,534) $(3,479,824)
============ ============
Net (loss) per common share:
Basic (loss) per share $ (0.25) $ (0.40)
Diluted (loss) per share $ (0.25) $ (0.40)
Weighted average number of common
shares outstanding:
Basic 10,832,043 8,740,419
Diluted 10,832,043 8,740,419
See accompanying note
Page 30
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders' Interest
PREFERRED STOCK COMMON STOCK
------------------ --------------------
SHARES SHARES CAPITAL IN RECEIVABLE TOTAL
OUTST- OUTST- EXCESS OF FROM ACCUMULATED SHAREHOLDERS'
ANDING AMOUNT ANDING AMOUNT PAR VALUE CRISNIC DEFICIT INTEREST
------- --------- ---------- -------- ------------ ------------ ------------- ------------
Balance - July 31, 2008 2,427 $ 60,675 8,179,872 $ 81,798 $35,732,761 $ - $(34,281,798) $ 1,593,436
Net loss (3,479,824) (3,479,824)
Issuance to Fusion initial
commitment shares 63,280 634 122,763 123,397
Sale of shares to Fusion 1,516,783 15,167 1,973,492 1,988,659
Amortization of deferred
financing costs related
to Fusion shares (262,176) (262,176)
Exercise of Common
Stock Options 20,000 200 24,907 25,107
Compensation expense
from stock option grants 244,118 244,118
Stock issued to 401(k) plan 26,592 266 39,622 39,888
Stock issued to Directors 12,500 125 12,438 12,563
------- --------- ---------- -------- ------------ ------------ ------------- ------------
Balance - July 31, 2009 2,427 $ 60,675 9,819,027 $ 98,190 $37,887,925 $ - $(37,761,622) $ 285,168
NET LOSS (2,708,534) (2,708,534)
COMPENSATION EXPENSE FROM
STOCK OPTION GRANTS 171,978 171,978
ISSUANCE TO FUSION INITIAL
COMMITMENT SHARES 86,933 869 211,247 212,116
SALE OF SHARES TO FUSION 1,826,351 18,264 3,423,215 3,441,479
SALE OF SHARES TO CRISNIC 2,075,000 20,750 2,161,418 (564,420) 1,617,748
AMORTIZATION OF DEFERRED
FINANCING COSTS RELATED
TO FUSION SHARES (301,288) (301,288)
FINANCING COSTS FOR
CRISNIC SHARES (140,112) (140,112)
STOCK ISSUED TO 401(K) PLAN 7,633 76 11,221 11,297
STOCK ISSUED TO DIRECTORS * * 10,000 100 18,550 * * 18,650
------- --------- ---------- -------- ------------ ------------ ------------- ------------
BALANCE - JULY 31, 2010 2,427 $ 60,675 13,824,944 $138,249 $43,444,154 $ (564,420) $(40,470,156) $ 2,608,502
======= ========= ========== ======== ============ ============ ============= ============
See accompanying notes
Page 31
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Year ended July 31,
--------------------------
2010 2009
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(2,708,534) $(3,479,824)
Adjustments to reconcile net loss to
net cash used in operating activities:
Security deposit used as rent payment - 39,833
Depreciation and amortization 55,009 61,341
Deferred rent (15,049) 2,596
Share-based compensation - stock options 171,978 244,118
Accrued stock contribution 12,262 (55,043)
Gain on sale of rental assets (81,203) -
Changes in assets and liabilities:
Receivables (2,219,206) (79,542)
Inventory (272,869) -
Prepaid expenses 137,709 111,217
Accounts payable, accrued expenses and
other liabilities 1,257,833 (336,326)
------------ ------------
Net cash used in operating activities (3,662,070) (3,491,630)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (38,581) (1,490)
Proceeds from sale of rental assets 103,868 -
------------ ------------
Net cash provided by (used in) investing activities 65,287 (1,490)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercises of stock options - 25,107
Proceeds from sale of stock 3,941,480 1,988,659
Financing costs (140,112) -
Deferred finance charges (49,172) (5,670)
------------ ------------
Net cash provided by financing activities 3,752,196 2,008,096
Net increase (decrease) in cash and
cash equivalents 155,413 (1,485,024)
Cash and cash equivalents at beginning of year 752,071 2,237,095
------------ ------------
Cash and cash equivalents at end of year $ 907,484 $ 752,071
============ ============
See accompanying notes
Page 32
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. BUSINESS AND BASIS OF PRESENTATION
Competitive Technologies, Inc. ("CTTC") and its wholly-owned subsidiary,
CTT Trading Company, LLC ("CTT Trading"), and majority-owned subsidiary, Vector
Vision, Inc. ("VVI"), (collectively, "we" or "us") provide patent and technology
licensing and commercialization services throughout the world, with
concentrations in the U.S., Europe, and Asia, with respect to a broad range of
life and physical sciences, electronics, and nanotechnologies originally
invented by individuals, corporations and universities. We are compensated for
our services by sharing in the profits of distribution or the license and
royalty fees generated from successful licensing of clients' technologies.
The consolidated financial statements include the accounts of CTTC, CTT
Trading, and VVI. Inter-company accounts and transactions have been eliminated
in consolidation.
The Company has incurred operating losses since fiscal 2006. During fiscal
2010 we had a significant concentration of revenues from our pain therapy
medical device technology. We continue to seek revenue from new technologies or
products to mitigate the concentration of revenues, and replace revenues from
expiring licenses. At current reduced spending levels, the Company may not have
sufficient cash flow to fund operating expenses beyond third quarter fiscal
2011. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include adjustments
to reflect the possible future effect of the recoverability and classification
of assets or amounts and classifications of liabilities that may result from the
outcome of this uncertainty.
The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
If necessary, we will meet anticipated operating cash requirements by further
reducing costs, and/or pursuing sales of certain assets and technologies while
we pursue licensing and distribution opportunities for our remaining portfolio
of technologies. The company does not have any significant individual cash or
capital requirements in the budget going forward. There can be no assurance that
the Company will be successful in such efforts. Failure to develop a recurring
revenue stream sufficient to cover operating expenses would negatively affect
the Company's financial position.
In fiscal 2010, the Company incorporated revenue from the sale of inventory
to its revenue stream. That source of revenue is expected to continue into
fiscal 2011 and into the future as sales of its Calmare pain therapy medical
device and other products are added to its portfolio of technologies and
products.
Our liquidity requirements arise principally from our working capital
needs, including funds needed to find and obtain new technologies or products,
and protect and enforce our intellectual property rights, if necessary. We fund
our liquidity requirements with a combination of cash on hand and cash flows
from operations, if any, including royalty legal awards. At July 31, 2010, we
had no outstanding debt, and no credit facility.
On December 2, 2008, the Company received notice from the NYSE Amex, then
known as NYSE Alternext US LLC (the "Exchange"), notifying us that the staff of
the Exchange Corporate Compliance Department had determined that the Company's
Form 10-K for the fiscal year ended July 31, 2008 did not meet continued listing
standards as set forth in Part 10 of the Exchange Company Guide, and the Company
has therefore become subject to the procedures and requirements of Section 1009
of the Exchange Company Guide. As noted in Section 1003 of the Exchange Company
Guide, companies with stockholders' equity of less than $2 million, and losses
from continuing operations and net losses in two out of its three most recent
fiscal years, or with stockholders' equity of less than $4 million and losses
from continuing operations and net losses in three out of its four most recent
fiscal years are non-compliant. We were only non-compliant with the
stockholders' equity component.
Despite the Company's efforts to regain compliance, as required by the
Exchange's rules, on June 4, 2010 the Exchange notified CTTC that the Exchange
intended to file a delisting application with the Securities and Exchange
Commission ("SEC") to strike the listing of CTTC's securities from the Exchange
pursuant to Section 1009(d) of the NYSE Amex Company Guide. The Company filed
an appeal of the delisting determination and requested an oral
Page 33
hearing before a Listing Qualifications Panel of the Exchange ("the Panel").
That hearing was held on August 25, 2010. On August 30, the Company announced
that the Panel had affirmed the Exchange Staff's determination to delist the
Company's securities. On September 3, 2010, the Company's securities began
trading on the OTCQB marketplace under the ticker symbol CTTC. On October 5,
2010, the Company's securities began trading on the OTC market's top tier, the
OTCQX.
Our current recurring revenue stream is insufficient for us to be
profitable with our present cost structure. In 2005, we were profitable because
of unusually large, upfront license fees related to our homocysteine technology
that has not recurred since. To return to and sustain profitability, we must
increase recurring revenue by successfully licensing technologies with current
and long-term revenue streams, and continue to build our portfolio of innovative
technologies. We significantly reduced overhead costs with staff reductions
across all company departments, reduced extraneous litigations, and obtained new
technologies to build revenue. We will continue to monitor our cost structure,
and expect to operate within our generated revenue and cash balances.
In late fiscal 2007, the Company obtained exclusive worldwide distribution
rights to a non-invasive pain therapy medical device for rapid treatment of
high-intensity oncologic and neuropathic pain, including pain resistant to
morphine and other drugs. Developed and patented in Italy by CTTC's client,
Prof. Giuseppe Marineo, DSc., the "Scrambler Therapy" technology was brought to
CTTC through the efforts of Prof. Giancarlo Elia Valori of the Italian business
development group, Sviluppo Lazio S.p.A. The Calmare pain therapy medical
device, with a biophysical rather than a biochemical approach, uses a
multi-processor able to simultaneously treat multiple pain areas by applying
surface electrodes to the skin. The device's European CE mark certification
allows it to be distributed and sold throughout Europe, and makes it eligible
for approval for distribution and sales in multiple global markets. In February
2009, CTTC received FDA 510(k) clearance for U.S. sales of the device. Several
thousand patients in various hospitals and medical centers have been
successfully treated using the technology. CTTC's partner, GEOMC Co., Ltd. of
Korea, is manufacturing the product commercially for worldwide distribution.
U.S. and international patents are pending.
Beginning in fiscal 2008, we entered into a number of distribution
agreements granting country-exclusive rights for Calmare device sales to a
number of international distributors. Each distributor is required to obtain
local sales authorization. These signed distribution agreements currently cover
about 48% of the world's population (not including the US). We continue to seek
additional international distribution partners.
In the U.S. we are the distributor for the Calmare Pain Therapy medical
device, having canceled the July 2009 distribution agreement we had with
Innovative Medical Therapies, Inc. for nonperformance, and currently have
contracts with approximately 30 commissioned sales representatives. To assist
potential clients, we are working with several commercial leasing companies to
provide long term (24-60 months) financing for sales of the Calmare device to
hospitals, clinics and medical practices in the US.
In July 2008, to improve our financial condition we entered into an equity
financing arrangement (the "2008 Agreement") with Fusion Capital for up to $5.0
million of cash through sales of our common stock, at our option. We raised
approximately $2.0 million through this agreement and terminated it on August 5,
2009. On August 6, 2009 we entered into a new agreement (the "2009 Agreement")
with Fusion Capital to raise up to $8.0 million dollars through sales of our
common stock. We raised approximately $3.4 million through this agreement.
Future revenue, obtaining rights to new technologies, granting licenses,
and enforcing intellectual property rights are subject to many factors beyond
our control. These include technological changes, economic cycles, and our
licensees' ability to successfully commercialize our technologies.
Consequently, we may not be able to generate sufficient revenue to be
profitable.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires that we make estimates, judgments and assumptions that affect the
Page 34
reported amounts of assets, liabilities, revenues, expenses, and disclosure of
contingent assets and liabilities. Actual results could differ significantly
from our estimates.
REVENUE RECOGNITION
We earn revenue in three ways, retained royalties from licensing our
clients' and our own technologies to our customer licensees, product sales fees
in a business model that allows us to share in the profits of distribution of
finished products, and sales of inventory.
We currently maintain a small inventory of our Calmare pain therapy medical
device and we recognize revenue from those sales as devices are shipped to our
customers.
We develop relationships with universities, companies, inventors and patent
or intellectual property holders to obtain the rights or a license to their
intellectual property, principally patents and inventions, or to their products.
They become our clients, for whom we find markets to sell or further develop or
distribute their technology or product. We also develop relationships with those
who have a need or use for technologies or products. They become our customers,
usually through a license or sublicense, or distribution agreement. We acquire
rights to commercialize a technology or product on an exclusive or non-exclusive
basis, worldwide or limited to a specific geographic area. When we license or
sublicense these rights to our customer, we may limit rights to a defined field
of use. Technologies can be early, mid, or late stage. Products must be a
working prototype or finished product.
Our customers pay us license fees based on usage of the technology, or per
unit fees, and we share the revenue with our clients. When we receive reports of
sales or payments from customers, whichever occurs first, we record revenue for
our portion, and record our obligation to our clients. Revenue we record is
solely our share of the gross revenue, net of our clients' share, which is
usually a fixed percentage, which may vary for each technology.
We may receive annual minimum royalty payments or unit fees, milestone
payments or unit fees, or an upfront payment or fee upon execution of the
license or distribution agreement. These are generally non-refundable, and,
except for annual minimums, are usually not creditable against future payments.
We may apply the upfront fee or initial fees to reimburse patent prosecution
and/or maintenance costs incurred by either party. In these cases, payments are
recorded as a reduction of expense, and not as revenue. If the reimbursement
belongs solely to our client, we record no revenue or expense reduction. As a
result, a new technology may not generate significant revenue in its early
years.
Licensing and distribution terms are set in written agreements with
customers. In licensing technologies, we generally enter into single element
agreements with customers, under which we have no additional obligations other
than patent prosecution and maintenance. In milestone billing agreements we
recognize non-refundable, upfront fees ratably over the life of the agreement,
and milestone payments as the specified milestone is achieved. Retained
royalties or distribution fees earned are of the following types:
Non-refundable, upfront license fee - We record our share of
non-refundable, upfront license fees upon execution of a license, sublicense or
distribution agreement. Once delivery is complete, and the fee is collected, we
have no continuing obligation. No upfront fees were received in fiscal 2010 or
fiscal 2009.
Royalty or per unit fees - The royalty or per unit rate is fixed in the
license or distribution agreement, with the amount earned contingent upon our
customer's usage of our technology or sale of our product. Some agreements may
contain stipulated minimum monthly or annual fee payments to CTTC. We determine
the amount of revenue to record when we can estimate the amount earned for a
period. We receive payment or royalty reports on a monthly, quarterly or
semi-annual basis indicating usage or sales of licensed technologies or products
to determine the revenue earned in the period. Revenue may fluctuate from one
quarter to another based on receipt of reports from customers.
Revenue from foreign sources was $1,385,239 and $42,628, for 2010 and 2009,
respectively. In fiscal 2010, revenue from Italian sources totaled $1,339,450,
while revenue from Japanese sources totaled $32,314, in 2009.
Page 35
Royalty legal awards - We earn non-recurring revenues from royalty legal
awards, principally from patent infringement actions filed on behalf of our
clients and/or us. Patent infringement litigation cases generally occur when a
customer or another party ignores our patent rights, or challenges the legal
standing of our clients' or our technology rights. These cases, even if settled
out of court, may take several years to complete, and the expenses may be borne
by our clients, by us, or shared. We share royalty legal awards in accordance
with the agreement we have with our clients, usually after reimbursing each
party for their related legal expenses. We recognize royalty legal award revenue
when our rights to litigation awards are final and unappealable and we have
assurance of collecting those awards, or when we have collected litigation
awards in cash from the adverse party, or by sale of our rights to another party
without recourse, and we have no obligation or are very unlikely to be obligated
to repay such collected amounts. Proceeds from cases settled out of court are
recorded as retained royalties. (For further information, see NOTE 3.)
Legal awards in patent infringement cases usually include accrued interest
through the date of payment, as determined by the court. The court awards
interest for unpaid earned income. Interest may also be included in other
settlements with customers. Interest included in an award or settlement is
generally recorded as interest income when received.
Unless otherwise specified, we record all other revenue, as earned.
CONCENTRATION OF REVENUES
Approximately $1,941,000, or 97%, of 2010 revenue was derived from our pain
therapy medical device. Of this amount, approximately $1,339,000, or 69%, was
received from one customer, Life Episteme SARL We continue to seek revenue from
new technology licenses to mitigate the concentration of revenues, and replace
revenue from expiring licenses. We have created a new business model for
appropriate technologies that allows us to move beyond our usual royalty
arrangement and share in the profits of distribution.
EXPENSES
We recognize expenses related to evaluating, patenting and licensing
inventions, and enforcing intellectual property rights in the period incurred.
Cost of product sales includes payments of commissions for sales
representatives as well as contractual payments to inventor and manufacturer
relating to our Calmare pain therapy medical device. Costs associated with
storing and shipping devices are also included in cost of product sales.
Personnel and other direct expenses relating to revenue include employee
salaries and benefits, marketing and consulting expenses related to technologies
and specific revenue initiatives, domestic and foreign patent legal filing,
prosecution and maintenance expenses, net of reimbursements, amortization and
impairment of intangible assets acquired, royalty audits, and other direct
costs.
General and administrative expenses include directors' fees and expenses,
public company related expenses, professional services, including financing,
audit and legal services, rent and other general business and operating
expenses.
Patent enforcement expenses, net of reimbursements, include direct costs
incurred to enforce our patent rights, excluding personnel related costs. In
certain instances we recover amounts previously expensed from future revenue and
record our reimbursement as a reduction of expense.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company believes the carrying amounts of cash, accounts receivable,
inventory, accounts payable, and accrued expenses and other liabilities
approximate fair value due to their short-term maturity.
Page 36
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of demand deposits and interest earning
investments with maturities of three months or less, including overnight bank
deposits and money market funds. Cash equivalents are carried at cost.
INVENTORY
Inventory consists of finished product of our pain therapy device.
Inventory is stated at lower of cost (first in, first out) or market.
PROPERTY AND EQUIPMENT
Property and equipment are carried at cost less an allowance for
depreciation. Expenditures for normal maintenance and repair are charged to
expense as incurred. The costs of depreciable assets are charged to operations
on a straight-line basis over their estimated useful lives, three to five years
for equipment, or the terms of the related lease for leasehold improvements. The
cost and related accumulated depreciation or amortization of property and
equipment are removed from the accounts upon retirement or other disposition,
and any resulting gain or loss is reflected in earnings.
IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS ACQUIRED
We review our long-lived and intangible assets acquired for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the asset may not be recoverable. If the estimated fair value is less than the
carrying amount of the asset, we record an impairment loss. If a quoted market
price is available for the asset or a similar asset, we use it to determine
estimated fair value. We re-evaluate the remaining useful life of the asset and
adjust the useful life accordingly. There were no impairment indicators
identified.
INCOME TAXES
Income taxes are accounted for under an asset and a liability approach that
requires recognition of deferred income tax assets and liabilities for the
expected future consequences of events that have been recognized in the
Company's financial statements and income tax returns. The Company provides a
valuation allowance for deferred income tax assets when it is considered more
likely than not that all or a portion of such deferred income tax assets will
not be realized.
NET INCOME (LOSS) PER SHARE
We calculate basic net income (loss) per share based on the weighted
average number of common shares outstanding during the period without giving any
effect to potentially dilutive securities. Net income (loss) per share, assuming
dilution, is calculated giving effect to all potentially dilutive securities
outstanding during the period.
SHARE-BASED COMPENSATION
The Company accounts for its share-based compensation in accordance with
the Financial Accounting Standards Board's ("FASB") Accounting Standards
Codification ("ASC") 718 - "Compensation - Stock Compensation." Accordingly, the
Company recognizes compensation expense equal to the fair value of vested stock
awards at the time of the grant as the awards generally do not require a service
period.
Our accounting for share-based compensation has resulted in our recognizing
non-cash compensation expense related to stock options granted to employees,
which is included in personnel and other direct expenses related to revenues,
and stock options granted to our directors, which is included in general and
administrative expenses.
SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash investing and financing activities are excluded from the
Consolidated Statements of Cash Flows. In 2010, the company issued 86,933
registered shares of common stock valued at $212,116 to Fusion Capital II, LLC
as
Page 37
the initial commitment shares per our 2009 equity financing agreement. During
fiscal 2010, the Company issued 2,075,000 shares of common stock to Crisnic
Fund, S.A. Of this, the Company received $1,117,747 for 1,202,769 shares of
stock subsequent to year-end. This was reflected as a receivable in our
consolidated financial statements at July 31, 2010. The remaining 627,133
shares were valued at $0.90 per share and are reflected as a reduction of equity
in our consolidated financial statements at July 31, 2010. During fiscal 2010
we amortized $301,288 of deferred financing costs related to this equity
financing agreement against Capital in Excess of Par Value. In 2009, the
Company issued 63,280 registered shares of common stock valued at $123,397 to
Fusion Capital II, LLC as initial commitment shares per our 2008 equity
financing agreement. During fiscal 2009 we amortized $262,176 of deferred
financing costs related to this equity financing agreement against Capital in
Excess of Par Value. Non-cash financing activities included $29,947, and
$52,451, in 2010 and 2009 respectively, of stock issued pursuant to our 401(k)
plan and a directors' stock plan.
FISCAL YEAR
Our fiscal year ends July 31, and our first, second, third and fourth
quarters end October 31, January 31, April 30 and July 31, respectively. Fiscal
year 2010 is the year ended July 31, 2010.
RECENT ACCOUNTING PRONOUNCEMENTS
Fair Value. In 2006, the Financial Accounting Standards Board ("FASB")
issued a new accounting standard which defined fair value, established a market
based framework or hierarchy for measuring fair value and expanded disclosures
about fair value measurements. We partially adopted this standard in fiscal 2009
and duly adopted it in the first quarter of fiscal 2010. This standard is
applicable whenever another accounting standard requires or permits assets and
liabilities to be measured at fair value and did not expand or require any new
fair value measures. The adoption of this standard did not have a material
effect on our financial condition or results of operations.
Transfers of Financial Assets. In June 2009, the FASB issued a new
accounting standard that eliminates the exceptions for qualifying
special-purpose entities from consolidation guidance and the exception that
permitted sale accounting for certain mortgage securitizations when a transferor
has not surrendered control over the transferred financial assets. This
standard is effective as of the beginning of the first annual reporting period
that begins after November 15, 2009. The Company is currently evaluating the
impact this standard will have on the financial statements.
Variable Interest Entities. In June 2009, the FASB issued a new accounting
standard that requires an enterprise to perform an analysis to determine whether
the enterprise's variable interest or interests give it a controlling financial
interest in a variable interest entity. This analysis identifies the primary
beneficiary of a variable interest entity as the enterprise that has both of the
following characteristics: (1) the power to direct the activities of the
variable interest entity that most significantly impact the entities economic
performance, and (2) the obligation to absorb losses of the entity that could
potentially be significant to the variable interest entity or the right to
receive benefits from the entity that could potentially be significant to the
variable interest entity. Additionally, an enterprise is required to assess
whether it has an implicit financial responsibility to ensure that a variable
interest entity operates as designed when determining whether it has the power
to direct the activities of the variable interest entity that most significantly
impact the entity's economic performance. This standard is effective as of the
beginning of the first annual reporting period that begins after November 15,
2009. Earlier application is prohibited. The Company is currently evaluating the
impact the adoption this standard will have on the financial statements.
Revenue Recognition. In October 2009, the FASB issued an accounting
standards update amending revenue recognition requirements for
multiple-deliverable revenue arrangements. This update provides guidance on
separating the deliverables and on the method to measure and allocate
arrangement consideration, particularly when the arrangement includes both
products and services provided to the customers. The update is effective for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is permitted. The Company is
currently evaluating the impact this standards update will have on the financial
statements.
Page 38
Fair Value Disclosures. In January of 2010, the FASB issued an accounting
standards update that requires new disclosures for transfers in and out of
Levels 1 and 2 fair value measurements, and roll forward of activity in Level 3
fair value measurements. The new disclosures are effective for reporting periods
beginning after December 15, 2009, except for the roll forward of activity in
Level 3 fair value measurements. Those disclosures are effective for fiscal
years beginning after December 15, 2010. The Company is currently evaluating the
impact this standards update will have on the financial statements.
No other new accounting pronouncements issued or effective during the
fiscal year has had or is expected to have a material impact on the consolidated
financial statements.
3. INCOME TAXES
In current and prior years, we generated significant federal and state
income and alternative minimum tax losses, and these net operating losses
("NOLs") were carried forward for income tax purposes to be used against future
taxable income.
A reconciliation of our effective income tax rate compared to the U.S.
federal statutory rate is as follows:
Year ended July 31,
----------------------
2010 2009
----------- ---------
Provision (benefit) at U.S. federal
statutory rate (34.0)% (34.0)%
State provision (benefit), net of U.S.
federal tax (4.8) (5.3)
Permanent differences 0.9 0.8
Expiration of capital loss
carryforwards - 6.8
Other items (10.9) 0.4
Deferred tax valuation allowance 48.8 31.3
----------- ---------
Effective income tax rate 0.0% 0.0%
=========== =========
Net deferred tax assets consist of the following:
JULY 31, 2010 July 31, 2009
--------------- ---------------
Net federal and state operating loss
carryforwards $ 11,263,270 $ 10,292,301
Net capital loss carryforwards 116,307 120,002
Impairment of investments 530,970 550,506
Other, net 476,753 432,835
--------------- ---------------
Deferred tax assets 12,387,300 11,395,644
Valuation allowance (12,387,300) (11,395,644)
--------------- ---------------
Net deferred tax assets $ - $ -
=============== ===============
At July 31, 2010, we had aggregate federal net operating loss carryforwards
of approximately $28,786,000, which expire at various times through 2030. A
majority of our federal NOLs can be used to reduce taxable income used in
calculating our alternative minimum tax liability. We also have state net
operating loss carryforwards of approximately $26,065,000 that expire through
fiscal year 2030.
Approximately $4,053,000 of our NOL carryforward remaining at July 31, 2010
was derived from income tax deductions related to the exercise of stock options.
The tax effect of these deductions will be credited against capital in excess of
par value at the time they are utilized for book purposes, and not credited to
income. We will never receive a benefit for these NOLs in our statement of
operations.
Page 39
Changes in the valuation allowance were as follows:
Year ended July 31,
-------------------------
2010 2009
----------- ------------
Balance, beginning of year $11,395,644 $10,308,114
Change in temporary differences 24,382 (107,871)
Change in net operating and capital losses 967,274 1,195,401
----------- ------------
Balance, end of year $12,387,300 $11,395,644
=========== ============
Our ability to derive future tax benefits from the net deferred tax assets
is uncertain and therefore we continue to provide a full valuation allowance
against the assets, reducing the carrying value to zero. We will reverse the
valuation allowance if future financial results are sufficient to support a
carrying value for the deferred tax assets.
At July 31, 2010 and July 31, 2009, we had no uncertain tax positions.
We include interest and penalties on the underpayment of income taxes in
income tax expense.
We file income tax returns in the United States and Connecticut. The
Internal Revenue Service has completed audits for the periods through the fiscal
year ended July 31, 2005. Our open tax years for review are fiscal years ending
July 31, 2007 through 2009. The Company's returns filed with Connecticut are
subject to audit as determined by the statute of limitations.
4. NET INCOME (LOSS) PER COMMON SHARE
The following sets forth the denominator used in the calculations of basic
net income (loss) per share and net income (loss) per share assuming dilution:
Year ended July 31,
---------------------
2010 2009
---------- ---------
Denominator for basic net income
(loss) per share, weighted average
shares outstanding 10,832,043 8,740,419
Dilutive effect of common stock options N/A N/A
Denominator for net income (loss)
per share, assuming dilution 10,832,043 8,740,419
========== =========
Options to purchase 709,000 and 770,750 shares of our common stock at July
31, 2010, and 2009, respectively, were outstanding but were not included in the
computation of net income (loss) per share because they were anti-dilutive. Due
to the net loss incurred for the years ended July 31, 2010, and 2009, the
denominator used in the calculation of basic net loss per share was the same as
that used for net loss per share, assuming dilution, since the effect of any
options would have been anti-dilutive.
5. EQUITY FINANCING
On July 22, 2008, we entered into an agreement with Fusion Capital Fund II,
LLC ("Fusion Capital") to sell up to $5.0 million of our common stock to Fusion
Capital over a 24-month period (the "2008 Agreement"). We had the right to
determine the timing and the amount of stock sold, if any, to Fusion Capital.
Under the terms of the 2008 Agreement, we issued 63,280 registered shares
of our common stock to Fusion Capital for its initial commitment (the "Initial
Commitment Shares"), and agreed to issue 42,187 Additional Commitment Shares
(the "Additional Commitment Shares") to Fusion Capital on a pro-rata basis as we
sold the $5.0 million of stock (collectively, the "Commitment Shares").
Commencement of sales of common stock under the 2008 Agreement was contingent
upon certain conditions, principally the Securities and Exchange Commission
("SEC") declaring effective our registration statement filed with the SEC to
register 1,605,467 shares of common stock
Page 40
potentially to be issued under the 2008 Agreement. On September 26, 2008, the
SEC declared our registration statement effective.
Subject to our right to suspend sales of our common stock at any time and
to terminate the 2008 Agreement at any time, Fusion Capital was obligated to
purchase up to $50,000 of our common stock each three business days (the "Base
Purchase Amount"). No sales were to be made below a $1.00 per share floor
price. The sale price per share was to be the lower of the lowest sales price on
the sale date or an average of the three lowest closing prices during the 12
consecutive trading days prior to the sale date.
Fusion Capital could not purchase shares of our common stock under the 2008
Agreement if Fusion Capital would beneficially own in excess of 19.99% of our
common stock outstanding at the time of purchase. Fusion Capital agreed not to
sell the Commitment Shares for 24 months or termination of the 2008 Agreement,
which occurred on August 5, 2009.
Through July 31, 2009, we sold 1,500,000 shares, and issued 16,783
Commitment Shares, of our common stock to Fusion Capital. The proceeds of
$1,988,659 were used to fund general working capital needs.
We have incurred cash costs relating to the completion of the 2008
Agreement, including professional fees, listing fees and due diligence costs. We
have capitalized all of the cash costs, aggregating $138,779, as deferred
financing costs. We amortize these cash costs along with the Initial Commitment
Shares, and charge them against capital in excess of par value on a pro-rata
basis as we sell shares to Fusion Capital, based upon the ratio of the proceeds
received compared to our estimate of the total proceeds to be received over the
life of the 2008 Agreement. On August 5, 2009, we terminated the 2008 Agreement
with Fusion Capital. As a result all remaining deferred financing fees at July
31, 2009, were charged against capital in excess of par value.
On August 6, 2009, we entered into another agreement with Fusion Capital to
sell up to $8.0 million of our common stock to Fusion Capital over a 25-month
period (the "2009 Agreement"). We have the right to determine the timing and the
amount of stock sold, if any, to Fusion Capital.
Under the terms of the 2009 Agreement, we issued 86,933 registered shares
of our common stock to Fusion Capital on October 2, 2009 for its initial
commitment (the "Initial Commitment Shares"), and agree to issue 86,933
Additional Commitment Shares (the "Additional Commitment Shares") to Fusion
Capital on a pro-rata basis as we sell the $8.0 million of stock (collectively,
the "Commitment Shares"). Commencement of sales of common stock under the 2009
Agreement is contingent upon certain conditions, principally the Securities and
Exchange Commission ("SEC") declaring effective our registration statement filed
with the SEC to register 1,962,823 shares of common stock potentially to be
issued under the 2009 Agreement. On October 1, 2009 the SEC declared our
registration statement effective.
Subject to our right to suspend sales of our common stock at any time and
to terminate the 2009 Agreement at any time, Fusion Capital was obligated to
purchase up to $75,000 of our common stock each two business days (the "Base
Purchase Amount"). No sales will be made below a $1.00 per share floor price.
The sale price per share will be the lower of the lowest sales price on the sale
date or an average of the three lowest closing prices during the 12 consecutive
trading days prior to the sale date.
Through July 31, 2010, we sold 1,788,957 shares, and issued 37,394
Commitment Shares, of our common stock to Fusion Capital. The proceeds of
$3,441,479 were used to fund general working capital needs.
We have incurred cash costs relating to the completion of the 2009
Agreement, including professional fees, listing fees and due diligence costs. We
have capitalized all of the cash costs, aggregating $89,172, as deferred
financing costs. We amortize these cash costs along with the Initial Commitment
Shares, and charge them against capital in excess of par value on a pro-rata
basis as we sell shares to Fusion Capital, based upon the ratio of the shares
sold compared to the total number of shares available to be sold over the life
of the 2008 Agreement. As of July 1, 2010 all available shares had been sold to
Fusion, therefore, all deferred financing fees have been charged against capital
in excess of par value.
Page 41
On June 2, 2010, we entered into an agreement with Crisnic Fund, S.A. to
sell up to two million share of our common stock to Crisnic at a 15% discount
from the volume weighted average price on the date the SEC declared our
registration statement effective. As part of the agreement, Crisnic was entitled
to $10,000 cash and 75,000 shares of our common stock as a fee.
The SEC declared our registration statement effective on July 14, 2010. The
volume weighted average price on that day was $2.40 per share and the 15%
discount priced the shares at $2.04 per share. During this same period, June and
July 2010, the Company also received notification of its pending delisting from
the NYSE Amex (see below). Although the Company believed completing the Crisnic
Agreement would enable it to comply with the NYSE Amex's continued listing
standards, market conditions existing at the time, primarily the threat of the
Company being delisted from the NYSE Amex, led to a significant increase in
short sales and a rapid decrease in the stock price.
Following the closing date for the sale, the stock price went down rapidly,
to the point where Crisnic was unable to complete the funding for the
transaction. Because the stock was trading below the discounted price of $2.04,
portions of the shares could not be sold to third parties at the agreed-upon
price, as had been planned by Crisnic. Shares were sold in several traunches,
initially at the agreed upon price per share of $2.04, and as market conditions
worsened, at lower prices which would still enable the Company to receive the
necessary financing. No shares were sold below $0.90.
The Company ultimately received approximately $1.6 million for the sale of
1,447,867 shares of common stock (including the 75,000 shares given to Crisnic
as a fee). The remaining 627,133 shares of stock remain outstanding and are
reflected as a receivable reducing equity in our financial statements. These
shares were valued at $0.90. Due to current market conditions, we have suspended
our plans to sell these shares.
We also incurred cash costs relating to the Crisnic agreement, including legal
and auditing fees, exchange listing fees, and due diligence costs totaling
$140,112. These costs have been charged against capital in excess of par value.
On December 2, 2008, we received notice from the NYSE Amex, then known as
NYSE Alternext US LLC (the "Exchange"), notifying us that the staff of the
Exchange Corporate Compliance Department had determined that the Company Form
10-K for the fiscal year ended July 31, 2008 did not meet continued listing
standards as set forth in Part 10 of the Exchange Company Guide, and the Company
has therefore become subject to the procedures and requirements of Section 1009
of the Exchange Company Guide. As noted in Section 1003 of the Exchange Company
Guide, companies with stockholders' equity of less than $2 million, and losses
from continuing operations and net losses in two out of its three most recent
fiscal years, or with stockholders' equity of less than $4 million and losses
from continuing operations and net losses in three out of its four most recent
fiscal years are non-compliant. We were only non-compliant with the
stockholders' equity component.
On December 18, 2008, the company submitted a business plan to the Exchange
detailing actions it will take to bring it into compliance with the above
continued listing standards by June 2, 2010. On January 22, 2009, the Exchange
accepted our business plan.
As required by the rules of the NYSE Amex, on June 4, 2010 the Exchange
notified CTTC that the Exchange intended to file a delisting application with
the Securities and Exchange Commission ("SEC") to strike the listing of CTTC's
securities from the Exchange pursuant to Section 1009(d) of the NYSE Amex
Company Guide. CTTC filed an appeal of the delisting determination and requested
an oral hearing before a Listing Qualifications Panel of the Exchange ("the
Panel"). CTTC's request for an oral hearing stayed the scheduled delisting of
the Company's securities pending the Panel's determination.
On August 25, 2010 the Company had its oral hearing before the Panel. On
August 30, the Company announced that the Panel had affirmed the Exchange
Staff's determination to delist the Company's securities. On September 3, 2010,
the Company's securities began trading on the OTCQB marketplace under the ticker
symbol CTTC. On October 5, 2010, the Company's securities began trading on the
OTC market's top tier, the OTCQX.
Page 42
6. RECEIVABLES
Receivables consist of the following:
JULY 31, 2010 July 31, 2009
-------------- --------------
Accounts Receivable $ 1,339,488 $ -
Royalties, net of reserve of $101,154 at
July 31, 2010 and 2009 1,045,681 88,023
Advance to GEO MC Co. Ltd. - 107,989
Due from Crisnic Fund S.A. 1,117,747 -
Other 33,656 3,607
-------------- --------------
Total $ 3,536,572 $ 199,619
============== ==============
The amount indicated as Due from Crisnic Fund S.A. represents funds to be
received from the equity sale (see NOTE 5) we entered into on June 2, 2010.
These funds were received in their entirety by September 17, 2010.
GEOMC Co. Ltd., as a commercialization partner, has invested in a
production line for the pain therapy medical device, and builds inventory for
the Company. The Company received repayment of the advance as these machines
were shipped to our distributors and other customers during fiscal 2010.
7. PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consist of the following:
JULY 31, 2010 July 31, 2009
--------------- ---------------
Equipment and furnishings $ 434,383 $ 419,802
Leasehold improvements 113,838 113,838
--------------- ---------------
Property and equipment, gross 548,221 533,640
Accumulated depreciation and amortization (384,303) (330,628)
--------------- ---------------
Property and equipment, net $ 163,918 $ 203,012
=============== ===============
Depreciation expense was $55,009 and $61,341, in 2010 and 2009, respectively.
8. AVAILABLE-FOR-SALE AND EQUITY SECURITIES
JULY 31, July 31, Number of
2010 2009 shares Type
-------- -------- --------- ------------
Security Innovation, Inc. -- -- 223,317 Common stock
Xion Pharmaceutical Corporation -- -- 60 Common stock
In prior years, we acquired 3,129,509 shares of NTRU Cryptosystems, Inc.
("NTRU") common stock, and certain preferred stock that later was redeemed, in
exchange for cash and a reduction in our future royalty rate on sales of NTRU's
products. NTRU was a privately held company that sold encryption software for
security purposes, principally in wireless markets. There was no public market
for NTRU shares. In 2003, we wrote down the value of NTRU to $0, but we
continued to own the shares. On July 22, 2009, all NTRU assets were acquired by
Security Innovation, an independent provider of secure software located in
Wilmington, MA. We received 223,317 shares of stock in the privately held
Security Innovation for our shares of NTRU.
In September 2009 we announced the formation of a joint venture with Xion
Corporation for the commercialization of our patented melanocortin analogues for
treating sexual dysfunction and obesity. We received 60 shares of privately held
Xion Pharmaceutical Corporation common stock in June 2010. CTTC currently owns
33% of the outstanding stock of Xion Pharmaceutical Corporation.
Page 43
9. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other assets consist of the following:
JULY 31, 2009 July 31, 2009
-------------- --------------
Prepaid insurance $ 25,283 $ 125,198
Prepaid investor relations service 20,000 20,000
Prepaid employee benefits - 18,158
Other 23,797 43,433
-------------- --------------
Prepaid expenses and other current assets $ 69,080 $ 206,789
============== ==============
10. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following:
JULY 31, 2010 July 31, 2009
-------------- --------------
Royalties payable $ 362,435 $ 54,093
Deferred executive payroll 152,808 126,538
Accrued 401(k) contribution 50,000 50,000
Accrued directors stock compensation 12,308 30,000
Accrued audit fee 77,748 100,000
Accrued legal fees 22,769 197,214
Accrued Directors Fees 3,833 59,833
Due to GEOMC 289,981 -
Accrued license fees 40,000 -
Accrued commissions 80,000 -
Recruiting Fees 35,000 -
Unclaimed property liability 24,981 25,431
Other 77,015 39,253
-------------- --------------
Accrued expenses and other liabilities $ 1,228,878 $ 682,362
============== ==============
11. SHAREHOLDERS' INTEREST AND STOCK-BASED COMPENSATION PLANS
Preferred Stock - Holders of preferred stock are entitled to receive, if,
as, and when declared by the Board of Directors, out of funds legally available
therefore, preferential non-cumulative dividends at the rate of $1.25 per share
per annum, payable quarterly, before any dividends may be declared or paid upon
or other distribution made in respect of any share of common stock. Preferred
stock is redeemable, in whole at any time or in part from time to time, on 30
days' notice, at the option of the Company, at a redemption price of $25. In the
event of voluntary or involuntary liquidation, the holders of preferred stock
are entitled to $25 per share in cash before any distribution of assets can be
made to holders of common stock.
Each share of preferred stock is entitled to one vote. Holders of preferred
stock have no preemptive or conversion rights. The preferred stock is not
registered to be publicly traded.
Employee Stock Option Plans - Pursuant to our 1997 Employees' Stock Option
Plan, as amended (the "1997 Option Plan"), we could grant to employees either
incentive stock options or nonqualified stock options (as defined by the
Internal Revenue Service). The stock options had to be granted at exercise
prices not less than 100% of the fair market value of our common stock at the
grant date. The maximum life of stock options granted under this plan is ten
years from the grant date. The Compensation Committee or the Board of Directors
determined vesting provisions when stock options were granted, and stock options
granted generally vested over three or four years. No options could be granted
under this plan after September 30, 2007.
JULY 31, 2010 July 31, 2009
------------- -------------
Common shares reserved for issuance on
exercise of options 530,000 581,750
Shares available for future option grants - -
Page 44
Prior to the 1997 Option Plan, we had a stock option plan that expired on
December 31, 2000, after which no option could be granted under the plan.
Pursuant to this plan incentive stock options and nonqualified stock options
were granted to key employees. Incentive stock options could be granted at an
exercise price not less than the fair market value of our common stock on the
grant date. Nonqualified stock options could be granted at an exercise price not
less than 85% of the fair market value of our common stock on the grant date.
Options generally vested over a period of up to three years after the grant date
and expire ten years after the grant date if not terminated earlier. The number
of common shares reserved for issuance on exercise of stock options as of July
31, 2010 and 2009 is 9,000, and 14,000, respectively.
2000 Director's Stock Option Plan - We also have a Directors' Stock Option
Plan (the "Directors' Option Plan"), under which we grant each non-employee
director 10,000 fully vested, nonqualified common stock options when the
director first is elected, and 10,000 common stock options on the first business
day of January thereafter, as long as the individual is a director. All such
stock options are granted at an option price not less than 100% of the fair
market value of the common stock at the grant date. The maximum life of options
granted under this plan is ten years from the grant date. No options may be
granted after January 4, 2010.
The following information relates to the 2000 Directors' Stock Option Plan:
JULY 31, 2010 July 31, 2009
------------- -------------
Common shares reserved for issuance on
exercise of options 170,000 175,000
Shares available for future option grants - 132,000
On January 2, 2009 and 2010 we issued each Director 10,000 options as
prescribed by the plan. As this plan expired in January 2010, no further option
awards can be issued from this plan.
Summary of Common Stock Options - The total fair value of shares vested in
2010 and 2009 was $171,978 and $244,118, respectively, of non-cash compensation
expense. Of this amount, $127,223 and $211,768, respectively, was included in
personnel and other direct expenses relating to revenues, from stock options
granted to employees in current and prior years, and vesting during 2010 and
2009. Stock options granted during the year are outstanding only a portion of
the year, with the compensation expense recognized for that portion of the year.
As of July 31, 2010, there was approximately $36,144 of total unrecognized
compensation cost related to outstanding non-vested stock options granted under
the 1997 Option Plan. This cost is expected to be recognized over a weighted
average period of 1.16 years. Included in the $171,978 of expense recognized in
2010 is $44,755 of noncash compensation expense, included in general and
administrative expenses, from stock options granted to directors pursuant to the
Directors Option Plan. Since these stock options are fully vested upon grant,
the full fair value of the stock options is recorded as expense at the date of
grant. In 2009, we recognized additional non-cash expense of $32,350 included in
general and administrative expenses.
We estimated the fair value of each option on the grant date using a
Black-Scholes option-pricing model with the following weighted average
assumptions:
YEAR ENDED JULY 31,
----------------------
2010 2009
----------- ---------
Dividend yield (1) 0.0% 0.0%
Expected volatility (2) 75.0% 79.0%
Risk-free interest rates (3) 2.7% 1.7%
Expected lives (2) 5 YEARS 5 years
(1) We have not paid cash dividends on our common stock since 1981, and
currently do not have plans to pay or declare cash dividends. Consequently,
we used an expected dividend rate of zero for the valuations.
(2) Estimated based on our historical experience. Volatility was based on
historical experience over a period equivalent to the expected life in
years.
(3) Based on the U.S. Treasury constant maturity interest rate with a term
consistent with the expected life of the options granted.
Page 45
A summary of the status of all our common stock options as of July 31, 2010
and 2009, and changes during the years then ended is presented below.
2010 2009
--------------------------- ---------------------------
WEIGHTED Weighted
AVERAGE AGGREGATE Average Aggregate
EXERCISE INTRINSIC Exercise Intrinsic
SHARES PRICE VALUES Shares Price Values
-------- -------- --------- -------- -------- ---------
Outstanding at
beginning of year 770,750 $ 2.91 $ 102,933 806,325 $ 2.96 $ 280,190
Granted 40,000 1.87 50,000 1.01
Forfeited (98,750) 5.76 (64,325) 2.55
Exercised - - (20,000) 1.26
Expired or terminated (3,000) 5.56 * (1,250) 4.22
-------- -------- --------- -------- -------- ---------
Outstanding at
end of year 709,000 $ 2.44 $ 78,920 770,750 $ 2.91 $ 102,933
======== ======== ========= ======== ======== =========
Exercisable at
end of year 669,000 $ 2.45 $ 78,920 603,250 $ 3.05 $ 95,508
Weighted average fair
value per share of
options issued
during the year $ 1.12 $ 0.65
The total intrinsic value of stock options exercised during 2009 was
$23,650. There were no stock option exercises in fiscal 2010. Total proceeds
from stock option exercises were $25,107 in 2009. Generally, we issue new
shares of common stock to satisfy stock option exercises.
The following table summarizes information about all common stock options
outstanding at July 31, 2010.
OUTSTANDING SHARES EXERCISABLE SHARES
------------------------------ --------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
REMAINING WEIGHTED REMAINING WEIGHTED
RANGE OF NUMBER CONTRACTUAL AVERAGE NUMBER CONTRACTUAL AVERAGE
EXERCISE OUTST- LIFE IN EXERCISE EXERCIS- LIFE IN EXERCISE
PRICES ANDING YEARS PRICE ABLE YEARS PRICE
-------------- ------- ----------- -------- -------- ----------- ---------
1.01 - $2.50 233,000 7.63 $ 1.84 193,000 7.77 $ 1.76
2.51 - $3.50 440,000 6.56 $ 2.53 440,000 6.56 $ 2.53
3.51 - $6.50 27,000 3.69 $ 4.53 27,000 3.69 $ 4.53
6.51 - $11.04 9,000 0.36 $ 7.50 9,000 0.36 $ 7.50
A summary of the status of the Company's non-vested shares as of July 31,
2010 and changes during the year ended July 31, 2010 is presented below:
WEIGHTED
AVERAGE GRANT
NON VESTED SHARES SHARES DATE FAIR VALUE
--------------------------- --------- ----------------
Non vested at July 31, 2009 167,500 $ 1.57
Granted 40,000 1.12
Vested (162,500) 1.49
Forfeited and expired (5,000) 1.43
--------- ----------------
Non vested at July 31, 2010 40,000 $ 1.46
========= ================
1996 Directors' Stock Participation Plan - Pursuant to the terms of our
1996 Directors' Stock Participation Plan, on the first business day of January
of each year, we issue to each non-employee director who has served at least one
year as a director, the lesser of 2,500 shares of our common stock or a number
of shares of common stock equal to $15,000 on the date such shares are issued.
If an otherwise eligible director terminates as a director before the first
Page 46
business day of the year, we issue such director a number of shares equal to the
portion of the year served by that director. This plan expires on January 3,
2011.
We issued 10,000 and 12,500 shares of common stock to eligible directors in
2010 and 2009, respectively, and charged to expense $18,650 and $12,563, in 2010
and 2009 respectively, for the shares issued under this plan. The following
information relates to the 1996 Directors' Stock Participation Plan:
JULY 31, 2010 July 31, 2009
------------- -------------
Common shares reserved for future share issuances 26,659 36,659
There was no significant impact on the calculation of net loss per share
for the years ended July 31, 2010 and 2009, as a result of the issuance of
shares to our directors.
During the second quarter of fiscal 2010, the Company granted to its
non-employee directors as their annual award, options to purchase an aggregate
of 40,000 shares of common stock under the Directors' Stock Option Plan at a
weighted average exercise price of $1.87 per share that vested immediately. The
fair value of the options granted for the second quarter of fiscal 2010 was
$44,755. The amount was recorded as non-cash compensation expense during the
respective period.
During the second quarter of fiscal 2009, the Company granted to its
non-employee directors as their annual award, options to purchase an aggregate
of 50,000 shares of common stock under the Directors' Stock Option Plan at a
weighted average exercise price of $1.01 per share that vested immediately. The
fair value of the options granted for the second quarter fiscal 2009 was
$32,350. This amount was recorded as non-cash compensation expense during the
respective period.
12. 401(K) PLAN
We have an employee-defined contribution plan qualified under section
401(k) of the Internal Revenue Code (the "Plan"), for all employees age 21 or
over, and meeting certain service requirements. The Plan has been in effect
since January 1, 1997. Participation in the Plan is voluntary. Employees may
defer compensation up to a specific dollar amount determined by the Internal
Revenue Service for each calendar year. We do not make matching contributions,
and employees are not allowed to invest in our stock under the Plan.
Our directors may authorize a discretionary contribution to the Plan,
allocated according to the provisions of the Plan, and payable in shares of our
common stock valued as of the date the shares are contributed. Our Directors
ultimately approved a contribution to the plan of $50,000 for fiscal 2009. This
contribution was made during the fourth quarter of fiscal 2010. On May 20, 2010,
the Company contributed 33,783 shares of CTTC common stock to the 401(k) plan.
The plan's forfeiture account funded 26,150 of these shares and the Company
funded the remainder of 7,633 shares. These shares were valued at $1.48 per
share, which was the closing price on February 16, 2010, the day the Board of
Directors approved the contribution. For fiscal 2010, we have accrued $50,000
for our discretionary 401(k) contribution, subject to final approval by our
directors.
Page 47
13. COMMITMENTS AND CONTINGENCIES
Operating Leases - We have our offices in Fairfield, Connecticut under a
lease of approximately 11,000 square feet of office space that began August 24,
2006, and will end August 31, 2013, with an option to renew for an additional
five years.
At July 31, 2010, future minimum rental payments required under operating
leases with initial or remaining non-cancelable lease terms in excess of one
year, were:
YEAR ENDING JULY 31, RENTAL PAYMENTS
-------------------------------- ----------------
2011 $ 521,112
2012 301,564
2013 305,010
2014 28,395
2015 132
----------------
Total minimum payments required $ 1,156,213
================
Total rental expense for all operating leases was:
YEAR ENDED JULY 31,
----------------------
2010 2009
----------- ---------
Minimum rental payments $ 307,338 $ 303,156
Less: Sublease rentals 14,376 13,577
----------- ---------
Net rent expense $ 292,962 $ 289,579
=========== =========
Employment Agreement - On February 2, 2007, we entered into an employment
agreement with John B. Nano, our former President and Chief Executive Officer.
He was also appointed Chairman of the Board at no additional compensation. This
agreement was to expire on February 2, 2011. Pursuant to the terms of the
agreement, Mr. Nano received a minimum base compensation of $350,000, subject to
change upon approval of our Board of Directors, eligibility to participate in
all employee benefit plans, and was eligible, in the event of a termination of
his employment for other than cause, to receive the continuation of base
compensation and benefits through the term of the agreement, but not less than
twelve months. In the event of a change in control, as defined, he would have
been eligible to receive a continuation of the amount of base compensation in
effect immediately prior to such termination or resignation for a period equal
to twice that for a termination without cause or for the remainder of the
employment agreement term, whichever was longer. The agreement automatically
renewed for one-year periods, unless notice was given 180 days in advance. Mr.
Nano was also entitled to a car allowance or lease of a car equal to an S-class
Mercedes. The 2007 agreement also called for the payment of $1 million to Mr.
Nano and $650,000 to his legal advisors in settlement of his 2006 lawsuit
against the former management of the Company.
On September 3, 2010, the Board of Directors of Competitive Technologies,
Inc. removed John B. Nano as an Officer of the Corporation in all capacities for
cause, consisting of violation of his fiduciary duties to the Corporation and
violation of the Competitive Technologies, Inc. Corporate Code of Conduct. (see
below)
Contingencies - Revenue based - As of July 31, 2010, CTTC and VVI have
obligations, contingent upon receipt of certain revenues, to repay up to
$199,006 and $203,478, respectively, from grant funding received in 1994 and
1995. CTTC also is obligated to pay at the rate of 7.5% of its revenues, if any,
from transferring rights to certain inventions supported by the grant funds. VVI
is obligated to pay at rates of 1.5% of its net sales of supported products or
15% of its revenues from licensing supported products, if any. We recognize
these obligations only if we receive revenues related to the grant funds. We
recognized $1,705 and $2,135 related to these obligations in 2010 and 2009.
Contingencies - Litigation
Carolina Liquid Chemistries Corporation, et al. (Case pending) - On August
29, 2005, we filed a complaint against Carolina Liquid Chemistries Corporation
("Carolina Liquid") in the United States District Court for the District of
Colorado, alleging patent infringement of our patent covering homocysteine
assays, and seeking monetary
Page 48
damages, punitive damages, attorneys' fees, court costs and other remuneration
at the option of the court. Carolina Liquid was served on September 1, 2005.
As we became aware of other infringers, we amended our complaint to add as
defendants Catch, Inc. ("Catch") and the Diazyme Laboratories Division of
General Atomics ("Diazyme"). On September 6, 2006, Diazyme filed for
declaratory judgment in the Southern District of California for a change in
venue and a declaration of non-infringement and invalidity. On September 12,
2006, the District Court in Colorado ruled that both Catch and Diazyme be added
as defendants to the Carolina Liquid case. On October 23, 2006, Diazyme
requested the United States Patent and Trademark Office (the "USPTO") to
re-evaluate the validity of our patent and this request was granted by the USPTO
on December 14, 2006. On July 30, 2009, the homocysteine patent was upheld by
the U.S. Patent and Trademark Office's Board of Patent Appeals and Interferences
(BPAI). In September 2008, the patent had been denied by the examiner, but that
denial was overruled by the BPAI. Further action in this case is pending as
the BPAI decision has been appealed by the examiner prior to being returned to
the U.S District Court for the District of Colorado. We filed information
refuting the examiner's appeal and continue to await the BPAI appeal decision.
Ben Marcovitch and other co-defendants (Case completed) - On August 8,
2007, we announced that former CTTC Director Ben Marcovitch had been removed for
cause from our Board of Directors by unanimous vote of CTTC's five Directors for
violating CTTC's Code of Conduct. At that time, CTTC also withdrew from its
involvement with Agrofrut, E.U., a nutraceutical firm brought to CTTC by Mr.
Marcovitch. As announced on April 10, 2007, CTTC had paid $750,000 to Agrofrut
for a 5% ownership, and certain marketing and investment options in Agrofrut.
On August 31, 2007, we filed a Federal complaint in the U.S. District Court
for the District of Connecticut against Mr. Marcovitch, Betty Rios Valencia,
President and CEO of Agrofrut and former spouse of Mr. Marcovitch, John Derek
Elwin, III, a former CTTC employee, and other defendants. The complaint claims
that false and misleading information had been provided to CTTC in a conspiracy
to fraudulently obtain funds from CTTC using the Agrofrut transaction. We have
requested, among other relief, punitive damages and attorneys' fees. It is our
opinion and that of our Board of Directors that this lawsuit is required to
recover our $750,000 and to settle outstanding issues regarding the named
parties.
On October 22, 2007, at a show cause hearing, the Court stated that all
defendants named in the case, and their associates, were enjoined from any
further use of any remaining part of the $750,000 received from CTTC. The Court
ordered a full disclosure of all accounts where remaining funds are held, and a
complete description of the disposition of any portion of the CTTC payment must
be made to CTTC's counsel. On October 30, 2007, in amended complaint, CTTC
sought injunctive relief and damages against Sheldon Strauss for conspiring with
Mr. Marcovitch to unlawfully solicit proxies in violation of Securities Exchange
Act of 1934.
At a December 7, 2007 hearing, the Court requested CTTC to specify an
appropriate Prejudgment Remedy for the Court to consider. On December 20, 2007,
a Prejudgment Remedy was issued granting garnishment of the $750,000 CTTC is
seeking to recover.
On January 11, 2008, the Court denied the defendants' attempts at
demonstrating that Connecticut was not the proper jurisdiction for these
hearings.
On April 22, 2008, the Court ruled that the defendants must make
arrangements for depositions to be completed by May 2, 2008, a date that was
then extended by the Court. The Court granted permission for the defendants'
depositions to be conducted via video conferencing when the defendants indicated
their inability to travel to the Connecticut court. The depositions were
conducted on June 2, 2008.
On June 23, 2008, the Court ruled that the defendants are compelled to
respond to interrogatories and to produce any supplemental discovery documents
by the deadline of July 7, 2008.
On August 15, 2008 CTTC filed a motion for Summary Judgment. A Memorandum
in Opposition was filed by Marcovitch et al on September 15, 2008. CTTC
responded to the Memorandum on September 24. The judge denied the Summary
Judgment Motion on April 6, 2009. On June 1, 2009, the Judge granted permission
to CTTC to enter a Motion for Default Judgment against Agrofrut and Sheldon
Strauss. On June 4, 2009, the Judge granted
Page 49
permission for CTTC to enter a Motion for Default Judgment against Ben
Marcovitch and Betty Rios Valencia. These Default motions were filed on June
15, 2009.
On September 8, 2009, the Judge ruled favorably on CTTC's motion for
default judgment. The judgment entered against Marcovitch, Rios Valencia,
Agrofrut and Strauss, jointly and severally, is for $750,000, as well as
reasonable attorneys' fees and costs of $600,788. Additionally, judgments were
entered against Marcovitch, Rios Valencia, and Agrofrut, jointly and severally,
for $2.25 million, treble damages, and for $600,788, punitive damages. A
judgment was also entered against Rios Valencia and Agrofrut, jointly and
severally, for punitive damages of $750,000. The judge confirmed that Marcovitch
was properly removed as a member of CTTC's Board of Directors and issued a
permanent injunction prohibiting Marcovitch from holding himself out as a member
of CTTC's Board. A judgment was entered against Strauss prohibiting Strauss from
soliciting proxies in contravention of the SEC rules and regulations. Based on
the Court's rulings, CTTC will now proceed to collect all funds possible from
the parties.
Employment matters - former employee (Cases pending) - In September 2003, a
former employee filed a whistleblower complaint with OSHA alleging that the
employee had been terminated for engaging in conduct protected under the
Sarbanes Oxley Act of 2002 (SOX). In February 2005, OSHA found probable cause to
support the employee's complaint and ordered reinstatement and payment of
damages. CTTC filed objections and requested a de novo hearing before an
Administrative Law Judge ("ALJ"). Based on evidence submitted at the May 2005
hearing, in October 2005 the ALJ issued a written decision recommending
dismissal of the employee's claim without relief. The employee then appealed the
case to the Administrative Review Board ("ARB"). In March 2008, the ARB issued a
decision and order of remand, holding that the ALJ erred in shifting the burden
of proof to CTTC based on a mere inference of discrimination and remanding the
case to the ALJ for clarification of the judge's analysis under the appropriate
burden of proof. In January 2009, the ALJ ruled in favor of CTTC on the ARB
remand. The employee has now appealed the January 2009 ALJ ruling to the ARB and
we await the ARB's decision. The employee had previously requested
reconsideration of the ARB order of remand based on the Board's failure to
address the employee's appeal issues; that request was denied by the ARB in
October 2008.
In August 2007, the same former employee filed a new SOX whistleblower
complaint with OSHA alleging that in April 2007 CTTC and its former general
counsel retaliated against the employee for past-protected conduct by refusing
to consider the employee's new employer when awarding a consulting contract. In
March 2008, OSHA dismissed the employee's complaint citing the lack of probable
cause. The employee filed objections and requested de novo review by an ALJ. In
August 2008, the employee gave notice of intent to terminate proceedings before
the ALJ and remove the case to federal district court. In October 2008, the
former employee moved to voluntarily dismiss with prejudice the case before the
ALJ. We anticipate no further action on this matter.
On September 5, 2008, CTTC filed a complaint in the U.S. District Court for
the District of Connecticut against the former employee seeking a declaration
that CTTC did not violate SOX as alleged in the employee's 2007 OSHA complaint,
and to recover approximately $80,000 that CTTC paid to the employee in
compliance with a court order that was subsequently vacated by the U.S. Court of
Appeals for the Second Circuit. On July 1, 2009, the judge ruled in favor of the
former employee's motion to dismiss. The court abstained from ruling on the
question of unjust enrichment due to the unresolved questions before the
Department of Labor Administrative Review Board.
On December 4, 2008, the former employee filed a complaint with the
Department of Labor asking to have the Connecticut case dismissed. On June 1,
2009, the Department dismissed the former employees complaint, finding that
"there is no reasonable cause to believe that the Respondent (CTTC) violated
SOX". We anticipate no further action on this matter.
John B. Nano vs. Competitive Technologies, Inc - On September 3, 2010, the
Board of Directors of Competitive Technologies, Inc. removed John B. Nano as an
Officer of the Corporation in all capacities for cause, consisting of violation
of his fiduciary duties to the Corporation and violation of the Competitive
Technologies, Inc. Corporate Code of Conduct. On September 13, 2010, the Board
of Directors also removed John B. Nano as a Director of the Corporation in all
capacities for cause, consisting of violation of his fiduciary duties to the
Corporation and violation of the Competitive Technologies, Inc. Corporate Code
of Conduct. Details of these actions are outlined in Form 8-K filings with the
Securities and Exchange Commission on September 13, 2010, and September 17,
2010.
Page 50
Mr. Nano was previously the Chairman of the Board of Directors, President
and Chief Executive Officer of Competitive Technologies, Inc.
On September 23, 2010 the Company was served notice that John B. Nano,
CTTC's former Chairman, President and CEO had filed a Notice of Application for
Prejudgment Remedy/Claim and an Application for an Order Pendente Lite for
breach of his employment contract with us. The applications were filed in the
State of Connecticut Superior Court in Bridgeport, CT. At a hearing on October
4, 2010, initial conversations with the judge indicate that further
conversations may occur prior to any requirement for CTTC to post bond. Mr. Nano
is seeking $750,000 that he claims was owed under his contract had he been
terminated without cause. Mr. Nano's employment contract with the Company had
called for arbitration, which has been requested to resolve this conflict.
Federal Insurance Co. (Case completed) - On April 2, 2008, CTTC filed a
complaint in the U.S. District Court for the District of Connecticut against
Federal Insurance, seeking the coverage to which it is entitled under its policy
with Federal. CTTC asserts that Federal is obligated to insure CTTC for its
legal fees and $750,000 loss associated with the case involving Ben Marcovitch
and other co-defendants.
In September 2008, we received $400,000 against a claim under our fraud
insurance policy in full settlement of this matter with Federal.
Consultants - We engage independent consultants who provide us with
business development and evaluation services under contracts that are cancelable
upon written notice. Certain of these contracts include contingencies for
potential payments to the consultant if we earn revenues as a result of the
efforts of the consultant. For the year ended July 31, 2009, we neither accrued
nor paid incentive compensation under such contracts. For fiscal 2010, we
recorded $126,000 in expense under such contracts.
Summary - We may be a party to other legal actions and proceedings from
time to time. We are unable to estimate legal expenses or losses we may incur,
if any, or possible damages we may recover, and we have not recorded any
potential judgment losses or proceeds in our financial statements to date. We
record expenses in connection with these suits as incurred.
We believe that we carry adequate liability insurance, directors and
officers insurance, casualty insurance, for owned or leased tangible assets, and
other insurance as needed to cover us against potential and actual claims and
lawsuits that occur in the ordinary course of our business. However, an
unfavorable resolution of any or all matters, and/or our incurrence of
significant legal fees and other costs to defend or prosecute any of these
actions and proceedings may, depending on the amount and timing, have a material
adverse effect on our consolidated financial position, results of operations or
cash flows in a particular period.
14. RELATED PARTY TRANSACTIONS
Our board of directors determined that when a director's services are
outside the normal duties of a director, we compensate the director at the rate
of $1,000 per day, plus expenses, which is the same amount we pay a director for
attending a one-day Board meeting. We classify these amounts as consulting
expenses, included in personnel and other direct expenses relating to revenues.
We incurred charges of $300, and $54,000 in 2010 and 2009, respectively,
for consulting services provided by a relative of our President and CEO.
15. SUBSEQUENT EVENTS
As mentioned in Note 6, on September 3, 2010, the Company's stock was
delisted from the NYSE Amex and began trading on the OTCQB Marketplace under the
ticker symbol CTTC. On October 5, 2010, the Company's stock began trading on
the OTC market's top tier, the OTCQX.
On September 3, 2010 the Company announced that it had removed John B. Nano
as Chairman, President, Chief Executive Officer, and Interim Chief Financial
Officer for cause, consisting of violation of his fiduciary duties to the
Corporation and violation of the Competitive Technologies, Inc. Corporate Code
of Conduct.
Page 51
On September 3, 2010 the Board of Directors of Competitive Technologies,
Inc. elected Johnnie Johnson as Chief Executive Officer and Chief Financial
Officer of the Corporation and William Reali, a current director, as Chairman of
the Board of Directors of the Company.
On September 13, 2010, the Board of Directors of Competitive Technologies,
Inc. removed John B. Nano as a Director of the Company in all capacities for
cause, consisting of violation of his fiduciary duties to the Company and
violation of the Competitive Technologies, Inc. Corporate Code of Conduct,
consisting of violations of his duty of undivided loyalty, conflicts of
interest, improper utilization of company assets for personal benefit,
inaccurate and incomplete communications with the Board of Directors and the
public, withholding information from the Board of Directors and other matters.
16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
First Second Third Fourth
YEAR ENDED JULY 31, 2010 Quarter Quarter Quarter Quarter
----------- ------------ ------------ ------------
Total revenues $ 144,127 $ 268,353 $ 530,977 $ 1,066,225
Operating loss (1) (755,756) (745,116) (739,480) (468,255)
Net loss (755,726) (745,098) (739,465) (468,245)
Net loss per share:
Basic (0.08) (0.07) (0.07) (0.04)
Assuming dilution (0.08) (0.07) (0.07) (0.04)
Weighted average number of
common shares outstanding
Basic 9,885,432 10,526,100 11,056,632 11,867,328
Assuming dilution 9,885,432 10,526,100 11,056,632 11,867,328
YEAR ENDED JULY 31, 2009
Total revenues $ 103,801 $ 28,746 $ 167,177 $ 48,516
Operating loss (1) (973,456) (934,005) (757,336) (822,373)
Net loss (968,100) (932,397) (757,096) (822,231)
Net loss per share:
Basic (0.12) (0.11) (0.09) (0.09)
Assuming dilution (0.12) (0.11) (0.09) (0.09)
Weighted average number of
common shares outstanding
Basic 8,212,461 8,440,698 8,810,314 9,500,482
Assuming dilution 8,212,461 8,440,698 8,810,314 9,500,482
(1) Operating (loss) is defined herein as revenues less expenses, excluding
investment income, and income taxes.
Page 52
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
ENGAGEMENT OF NEW INDEPENDENT ACCOUNTANT
N/A
ITEM 9A(T). CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed by the Company in the
reports filed or submitted by it under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms, and include controls and procedures designed to ensure that
information required to be disclosed by the Company in such reports is
accumulated and communicated to the Company's management, including the
Company's Chief Executive Officer ("CEO"), and Chief Financial Officer ("CFO"),
as appropriate to allow timely decisions regarding required disclosure.
Each fiscal quarter the Company carries out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's CEO, and CFO, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15. Based on this evaluation, our management, with the participation of the
CEO, and CFO, concluded that, as of July 31, 2010, our disclosure controls and
procedures were effective.
Changes in Internal Control over Financial Reporting
During the quarter ended July 31, 2010, there was no change in the
Company's internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
Management's Report on Internal Control over Financial Reporting
-----------------------------------------------------------------------
Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rules 13a-15(f). A system of internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation and fair presentation of financial
statements for external purposes in accordance with generally accepted
accounting principles. All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management,
including our CEO, and CFO, we conducted an assessment of the effectiveness of
our internal control over financial reporting as of July 31, 2010. In making
this assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -
Integrated Framework. Based on this assessment, management concluded that our
internal control over financial reporting was effective as of July 31, 2010.
This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.
Page 53
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
All persons named below are directors of CTTC on the filing date of this
document. No director or executive officer is related by family to any other
director or executive officer. The following table sets forth information
regarding each director according to information furnished to us by each:
POSITIONS CURRENTLY COMMITTEE DIRECTOR OF
NAME AGE HELD WITH CTTC MEMBERSHIPS CTTC SINCE
------------------------ --- ------------------- ----------- -------------
Joel M. Evans, M.D. 49 Director A, N February 2007
Richard D. Hornidge, Jr. 63 Director A, C* February 2007
Rustin Howard. 52 Director C, N* October 2007
Chairman of the
William L. Reali 67 Board of Directors A*, C, N February 2007
A - Audit Committee
C - Compensation and Stock Option Committee
N - Nominating and Corporate Governance Committee
* - Committee Chair
JOEL M. EVANS, M.D. Dr. Evans founded The Center for Women's Health in
Stamford, Connecticut in June 1996 and since then has been its Director. From
November 1996 to present, Dr. Evans has been a lecturer and senior faculty
member of The Center for Mind Body Medicine in Washington, D.C. Dr. Evans has
been featured in magazines as well as interviewed on television and radio shows
across the country. Dr. Evans is an Assistant Clinical Professor at the Albert
Einstein College of Medicine in New York City and helped create a clinical study
at Columbia University Medical Center for use of the herb, black cohosh, in
breast cancer. From November 2005 to present, Dr. Evans has been a member of
the Scientific Advisory Board for Metagenics Incorporated, a nutritional
supplement manufacturer. Dr. Evans brings key medical experience to the
Company.
Dr. Evans completed his undergraduate and medical studies at the Sophie
Davis School of Biomedical Education of the City College of New York and the Mt.
Sinai School of Medicine. He fulfilled his residency at the Albert Einstein
College of Medicine.
RICHARD D. HORNIDGE, JR. Mr. Hornidge has been a tennis professional since
February 2005, currently at the Newburyport Racquet Club in Newburyport,
Massachusetts, and earlier at Willows Racquet Club in North Andover,
Massachusetts.
Prior to that he was an independent consultant. From June 1984 through
June 1989, Mr. Hornidge was President of Travis Associates, an employment
agency. Mr. Hornidge was a program coordinator for Raytheon from 1973 through
1984, where he was involved in the Patriot Missile test equipment program.
He has won numerous tennis tournaments, and was a member of two USTA teams
that competed nationally. He was ranked #1 in New England in paddle-tennis for
most of his 20-year career, in the top 16 on a national level, and was
three-time National Champion in various senior divisions.
Mr. Hornidge received a BA from Boston University after serving in the U.S.
Navy.
RUSTIN HOWARD. Mr. Howard is principal of Whitesand Investments LLC, an angel
investment organization.
Page 54
In 1990, he founded and served as CEO and Chairman of Phyton, Inc., a world
leader in the use of proprietary plant cell fermentation technology, including
the production of paclitaxel, the active ingredient of Bristol-Myers Squibb's
multi-billion dollar anticancer drug, Taxol(R). Phyton was sold to a private
pharmaceutical company in 2003.
Additionally, Mr. Howard is the Chairman of DeepGulf, Inc., and a co-owner
and officer of Silver Bullet Technology. DeepGulf builds underwater pipelines
and associated facilities in deep and ultra-deep offshore oil and gas production
fields. Silver Bullet Technology, where he has been primarily responsible for
corporate and financial oversight as well as strategic planning, manufactures
and sells software for the banking and payment processing industry. Previously,
he served as president and CEO of BioWorks Inc., a biotechnology company he
founded to develop, produce, and sell products that replace chemical pesticides.
He earned his MBA from Cornell University's Johnson Graduate School of
Management, where he focused his studies on Entrepreneurship, and managing
innovation and technology.
WILLIAM L. REALI. Mr. Reali is a Certified Public Accountant with the firm of
Reali, Giampetro and Scott in Canfield, Ohio. The firm provides auditing and
other related accounting and tax services to a diverse group of business
clients. Over the past five years, Mr. Reali's primary responsibility with the
firm has been business consulting, working with large and small national and
multinational clients. He has worked with distressed companies, assisting them
with cost reduction, turn-around programs and re-organization. Mr. Reali
assumed the roll of Chairman of the Board of Directors on September 3, 2010.
Serving as Chairman of various community associations, Mr. Reali donates a
great deal of time to local organizations.
Mr. Reali received his BA from Youngstown State University.
GENERAL INFORMATION - BOARD OF DIRECTORS
Competitive Technologies Board of Directors is responsible for supervision
of the overall affairs of the Company. To assist it in carrying out its duties,
the Board has delegated certain authority to several committees. Following the
Annual Meeting in 2010, the board consisted of five directors. In the interim
between Annual Meetings, the Board has the authority under the by-laws to
increase or decrease the size of the Board and to fill vacancies.
The Nominating and Corporate Governance Committee is responsible for
leading the search for qualified individuals for election as directors to ensure
the Board has the right mix of skills, expertise and background. The Board
believes that the following attributes are key to ensuring the continued
vitality of the Board and excellence in the execution of its duties: experience
as a leader of a business, firm or institution, mature and practical judgment;
the ability to comprehend and analyze complex matters; effective interpersonal
and communication skills; and strong character and integrity. Each of the
Company's directors has these attributes. In identifying potential director
candidates, the Committee and the Board also focus on ensuring that the Board
reflects a diversity of experiences, backgrounds, and individuals.
The Competitive Technologies Board is composed of a diverse group of
leaders in their respective fields. Many of the current directors have
experience in running small entrepreneurial organizations similar to Competitive
Technologies.
The Committee and the Board believe that the above-mentioned attributes,
along with the leadership skills and other experiences of its Board members
described in the table below, provide the Company with the perspectives and
judgment necessary to guide the Company's strategies and monitor their
execution.
Joel M. Evans, M.D. -Founder and Director of Women's Health Center in
Stamford, CT.
-Senior faculty member of The Center for Mind Body
Medicine in Washington DC.
-Assistant Clinical Professor at Albert Einstein
College of Medicine.
-Member of Scientific Advisory Board for Metagenics,
Inc.
Page 55
Richard D. Hornidge, Jr. -Former President of Travis Associates employement
-Former program coordinator for Raytheon
-US Naval veteran
Rustin Howard -Principal of Whitesand Investments, LLC
-Chairman of DeepGulf, Inc.
-Co-owner and officer of Silver Bullet Technology
-Former CEO & Chairman of Phyton, Inc.
-Former President & CEO of BioWorks, Inc.
William L. Reali -CPA & Principal in firm of Reali, Giampetro and Scott
-Chairman of various community associations.
-Consultant to large and small national and multi-
national clients.
-Experience with distressed companies and turn-around
programs.
EXECUTIVE OFFICERS
The name of our executive officer, his age and background information is as
follows:
Johnnie D. Johnson, 72, has served as our Chief Executive Officer and Chief
Financial Officer since September 2010. Mr. Johnson brings over 30 years of
experience to his role as Chief Executive Officer and Chief Financial Officer of
Competitive Technologies. After obtaining his BS in Business and Accounting from
University of Findlay in 1960 and his MBA from Bowling Green University in 1976,
Mr. Johnson went to work with the original Marathon Oil Company (a Fortune 40
company) in 1960, where he remained until Marathon was acquired by USX in 1982.
At Marathon, Mr. Johnson undertook numerous positions, including Auditor,
Controller, and finally Assistant to the President and CEO where he was
responsible for investor relations, crude oil trading, liaison activities with
other operation components of Marathon and merger/acquisition coordination.
While at Marathon Oil, he was singled out by Institutional Investor magazine as
one of the foremost practitioners of investor relations in the US. From 1982 to
1986, after its acquisition of Marathon, Mr. Johnson joined USX (formerly US
Steel and a Fortune 20 company), where as Assistant Corporate Comptroller he was
responsible for investor relations and strategic planning. From 1986 to 1991,
Mr. Johnson was Managing Director of Georgeson & Co., an investor relations,
proxy solicitation, and shareholder analysis firm with 160 employees. Mr.
Johnson served as chairman and CEO for seven years of Johnnie D. Johnson & Co.,
an investor relations firm from 1991 to 1998, serving over 150 clients. Most
recently, Mr. Johnson has assisted the Company in his role as Chief Executive
Officer of IR Services, LLC (previously Strategic IR, Inc.), beginning in 1998
through present. Mr. Johnson is a graduate of Harvard's Advanced Management
Program, and was previously a licensed CPA.
Mr. Johnson has been highly active within the investor relations community,
having served as chairman of both the National Investor Relations Institute
(NIRI) and the NIRI foundation, as well as president of the Petroleum Investor
Relations Association. He is a member of the Investor Relations Association, and
a former member of NIRI and the American Institute of CPAs. His publications
include, "Establishing the Investor Relations Function," in The Handbook of
Investor Relations, edited by Donald R. Nichols, 1989, Dow Jones-Irwin, and,
"Investor Relations: A Marketing Function," in Experts in Action: Inside Public
Relations, 2nd ed., edited by C. Burger, 1989, Longman Inc. In addition, he has
lectured extensively in the US, Europe and Asia on the subjects of investor
relations and financial statement analysis.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires our directors and officers, and persons who own more than ten percent
of the Common Stock to file reports of ownership and changes in ownership with
the Securities and Exchange Commission ("SEC"). SEC regulations require
reporting persons to furnish us with copies of all Section 16(a) forms they
file.
Page 56
Based solely on our review of the copies of the Forms 3, 4 and 5 and
amendments thereto furnished to us by the persons required to make such filings
during fiscal 2010 and our own records, we believe that all Section 16(a) filing
requirements for our officers and directors were complied with on a timely
basis.
CORPORATE GOVERNANCE
CTTC's Corporate Governance Principles, Corporate Code of Conduct (covering
all employees and directors), the Committee Charters for the Audit and
Nominating Committees of the Board of Directors, the unofficial restated
Certificate of Incorporation and the By-Laws are all available on our website at
www.competitivetech.net/investors/governance.html.
AUDIT COMMITTEE
The function of the Audit Committee is to assist the Board in fulfilling
its responsibility to the stockholders relating to our corporate accounting
matters, financial reporting practices, and the quality and integrity of our
financial reports. The Audit Committee's purpose is to assist the Board with
overseeing:
-- the reliability and integrity of our financial statements,
accounting policies, internal controls and disclosure practices;
-- our compliance with legal and regulatory requirements, including
our disclosure controls and procedures;
-- our independent auditor's qualifications, engagement,
compensation, and independence;
-- the performance of our independent auditor; and
-- the production of an annual report of the Audit Committee for
inclusion in our annual proxy statement.
The Audit Committee is to be composed of not less than three of our
independent directors. The Board has determined that each member of the Audit
Committee is an independent director in accordance with the applicable rules of
the Securities Exchange Act of 1934. It has also determined that each member is
financially literate and has identified Mr. Reali, who is a certified public
accountant, as an audit committee financial expert as defined by the Securities
and Exchange Commission. The Audit Committee operates pursuant to its charter,
which was adopted by the Board, a copy of which was filed as Appendix A to our
2004 Proxy Statement. The Audit Committee evaluates the adequacy of its charter
annually.
COMPENSATION AND STOCK OPTION COMMITTEE
The purpose of the Compensation Committee is to:
-- review and approve corporate goals and objectives relevant to CEO
compensation, evaluate the CEO's performance in light of those goals
and objectives, and determine and approve the CEO's compensation level
based on this evaluation;
-- review and approve the compensation of our other officers based
on recommendations from the CEO;
-- review, approve and make recommendations to the Board with
respect to incentive compensation plans or programs, or other
equity-based plans or programs, including but not limited to our
Annual Incentive Plan, our 1997 Employees' Stock Option Plan, and our
401(k) Plan; and
-- produce an annual report of the Compensation Committee on
executive compensation for inclusion in our annual proxy statement.
The Compensation Committee is to be composed of not less than three of our
independent directors. The Board has determined that each member of the
Compensation Committee is (1) a non-employee director within the meaning of Rule
16-b3(i) under the Securities Exchange Act of 1934, and (2) an outside director
within the meaning of Section 162(m) of the Internal Revenue Code of 1986 (the
"Internal Revenue Code").
The Board of Directors is reviewing all compensation plans to assure
effectiveness and fiduciary responsibility.
Page 57
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The purpose of the Nominating Committee is to:
-- identify individuals qualified to become members of the Board,
consistent with criteria approved by the Board;
-- recommend to the Board candidates for all directorships to be
filled by the Board or our stockholders;
-- in consultation with the Chairman of the Board, recommend to the
Board members of the Board to be appointed to committees of the Board
and the chairpersons thereof, including filling any vacancies;
-- develop and recommend to the Board a set of corporate governance
principles applicable to us;
-- oversee, evaluate and monitor the Board and its individual
members, and our corporate governance principles and procedures; and
-- fulfill such other duties and responsibilities as may be set
forth in its charter or assigned by the Board from time to time.
The Nominating Committee is to be composed of not less than three of our
independent directors. The Board has determined that each member of the
Nominating Committee is an independent director in accordance with the
applicable rules of the Securities Exchange Act of 1934. The Nominating
Committee operates pursuant to its charter, which was adopted by the Board, a
copy of which was filed as Appendix B to our 2004 Proxy Statement.
The Nominating Committee will consider nominees recommended by stockholders
but it has not identified any special procedures stockholders need to follow in
submitting such recommendations. The Nominating Committee has not identified
any such procedures because as discussed below under the heading "Stockholder
Communications to the Board," stockholders are free to send communications in
writing directly to the Board, committees of the Board, and/or individual
directors, at our corporate address in care of our Secretary.
MEETINGS AND ATTENDANCE
During the fiscal year ended July 31, 2010, the board of directors met 6
times. The audit committee held four meetings during the fiscal year ended July
31, 2010. The compensation committee held three meetings during the fiscal year
ended July 31, 2010. The nominating and corporate governance committee held one
meeting during fiscal year ended July 31, 2010. In 2010, all directors attended
at least 75% of all meetings of the board of directors and the committees on
which they served after becoming a member of the board or committee with the
exception of Dr. Joel Evans, M.D. who attended only 50% of the Board meetings
for fiscal 2010. We and the board expect all directors to attend the next
Annual Meeting barring unforeseen circumstances or irresolvable conflicts.
EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS
The non-management directors of our board meet in executive session,
generally at regularly scheduled meetings of the board of directors or at other
times as considered necessary or appropriate. A presiding director is chosen by
the non-management directors to preside at each meeting and does not need to be
the same director at each meeting.
RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS
There are no family relationships among any of our directors or executive
officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationship exists between any member of our board of
directors or compensation committee and any member of the board of directors or
compensation committee of any other company, nor has such interlocking
relationship existed in the past.
Page 58
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table summarizes the total compensation awarded to, earned by
or paid by us for services rendered by the named executive officers that served
during the fiscal years 2010 and 2009.
NAME AND OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS COMPENSATION TOTAL
---------------------------- ---- ----------- ----- ------ ------------ --------
Current Executive Officers:
John B. Nano (1)
Chairman of the Board
of Directors, President 2010 $350,000(8) $ - $ $ 42,124(2) $392,124
and Chief Executive
Officer, Interim Chief
Financial Officer 2009 350,000(6) - 39,889(3) 389,889
Aris D. Despo
Executive Vice President - 2010 210,000(8) - $ 8,493(4) 218,493
Business Development 2009 209,999(7) - 7,584(5) 217,583
John P. Rafferty
Vice President and 2010 115,000 - $ 5,625(4) 120,625
Controller 2009 115,001 - 4,151(5) 119,152
(1) Mr. Nano's salary does not include any additional compensation for serving
as Chairman of the Board.
(2) Includes $25,352 for payment of auto lease, $6,225 for auto repairs, and
discretionary contribution of 7,126 shares of CTTC common stock (valued at
$10,547) contributed to the Company's 401(k) plan.
(3) Includes $30,461 for payment of auto lease, $1,161 for auto repairs, and
discretionary contribution of 5,511 shares of CTTC common stock (valued at
$8,267) contributed to the Company's 401(k) plan.
(4) Represents discretionary contribution to 401(k) plan of 5,738 shares of
CTTC common stock for Mr. Despo and 3,800 shares for Mr. Rafferty.
(5) Represents discretionary contribution to the Company's 401(k) plan of 5,056
shares of CTTC common stock for Mr. Despo and 2,767 shares for Mr.
Rafferty.
(6) Beginning in January 2009, Mr. Nano began deferring one half his salary
until the company is in a stronger cash flow position. This amount includes
deferred wages of $94,231.
(7) Beginning in January 2009, Mr. Despo began deferring a portion of his
salary until the company is in a stronger cash flow position. This amount
includes deferred wages of $32,308.
(8) Includes deferred wages of $10,115 for Mr. Nano, and $16,153 for Mr. Despo.
GRANTS OF PLAN BASED AWARDS
There were no grants of plan-based awards during fiscal 2010 or fiscal 2009.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
NUMBER OF NUMBER OF
SECURITIES SECURITIES
UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED OPTION
OPTIONS OPTIONS OPTION EXPIRATION
NAME EXERCISABLE(1) UNEXERCISABLE(1) PRICE DATE
---------------- -------------- ---------------- ------- ----------
John B. Nano 400,000(3) - $ 2.52 2/02/17
Aris D. Despo 15,000 15,000(2) 2.25 9/28/17
John P. Rafferty 7,500 7,500(2) 2.25 9/28/17
(1) Option awards under our 1997 Employees Stock Option Plan.
(2) Vesting schedule: 50% each on September 28, 2010, and 2011, respectively.
(3) Since John B. Nano was terminated for cause on September 3, 2010, these
options are no longer exercisable.
Page 59
OPTION EXERCISES DURING FISCAL YEAR 2010
There were no options exercised during fiscal year 2010.
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
On September 3, 2010, the Board of Directors of Competitive Technologies,
Inc. removed John B. Nano as an Officer of the Corporation in all capacities for
cause, consisting of violation of his fiduciary duties to the Corporation and
violation of the Competitive Technologies, Inc. Corporate Code of Conduct. On
September 13, 2010, the Board of Directors also removed John B. Nano as a
Director of the Corporation in all capacities for cause, consisting of violation
of his fiduciary duties to the Corporation and violation of the Competitive
Technologies, Inc. Corporate Code of Conduct. Details of these actions are
outlined in Form 8-K filings with the Securities and Exchange Commission on
September 13, 2010, and September 17, 2010. Mr. Nano was previously the
Chairman of the Board of Directors, President and Chief Executive Officer of
Competitive Technologies, Inc. As Mr. Nano was terminated for cause, the Company
believes there are no further amounts due on the contract. On September 23, 2010
the Company was served notice that John B. Nano, our former Chairman, President
and CEO had filed a Notice of Application for Prejudgment Remedy/Claim and an
Application for an Order Pendente Lite for breach of his employment contract
with us. The applications were filed in the State of Connecticut Superior
Court in Bridgeport, CT.
Mr. Nano is seeking $750,000 that he claims was owed under his contract had
he been terminated without cause.
John B. Nano signed an employment agreement with the Company in February 2,
2007. The agreement provided for employment for a period of three years from the
effective date, ending at the close of business on February 2, 2010. The
agreement states that the Company employed Mr. Nano as its President and Chief
Executive Officer, and that he reports to the Company's Board of Directors. The
agreement also states that Mr. Nano was appointed to the Board as its Chairman,
without any additional compensation. The agreement established his starting
annual base salary at $350,000, subject to reviews and increases at the sole
discretion of the Board. The complete agreement, including all terms and
definitions, can be found at www.sec.gov with the current report on Form 8-K
dated February 6, 2007.
Mr. Nano's responsibilities and duties were appropriate to the position of
Chief Executive Officer the Company, including, without limitation, developing
and implementing an overall strategic plan and annual business plans, raising
new capital, and supervising day-to-day operations. The agreement entitled Mr.
Nano to receive a yearly bonus of up to 50% of his base compensation, based upon
the Company's performance and his performance of objectives during that time
period as determined by the Compensation Committee of the Board. Mr. Nano's
agreement provided for reimbursement of business related expenses, a leased car,
and participation in employee benefit programs and plans.
The company granted Mr. Nano ten year options ("Plan Options") for the
purchase of an aggregate of 400,000 shares of the Company's common stock at the
mean average of the high and low share price on the effective date of the
agreement. The Plan Options vested 25% on each of the following four dates:
immediately upon employment: on each successive one-year anniversary of the date
of employment.
If Mr. Nano resigned his employment for good reason, or the Company
terminated his employment without cause, he would have entitled to receive all
accrued but unpaid salary and benefits through the date of termination plus
severance benefits. In the event Mr. Nano resigned from the Company without
good reason, or if the Company terminated his employment with cause, the Company
would have had no liability to him except to pay his base compensation and any
accrued benefits through his last day worked, and he would not have been
entitled to receive severance or other benefits.
In the event of Mr. Nano's death, or if he was unable to fulfill his
obligations to the Company due to illness, injury, physical or mental incapacity
or other disability, for any 120 days within any 12 month period, all
obligations
Page 60
under the agreement would have been terminated; except that: the Company would
have paid his base compensation and accrued benefits to him or to his estate,
and any unvested Plan Options granted under this agreement would have become
fully vested and immediately exercisable for a period of one year by him or his
estate. In the event of his death, any post-retirement benefits would have been
paid to his estate. In the event of his disability, he would have been
reimbursed for one-time premium post-retirement health coverage not to exceed
$120,000.
If the Company terminated Mr. Nano's employment without cause in
conjunction with a Change in Control, he would have been entitled to receive all
accrued but unpaid salary and benefits through the date of termination plus the
Change in Control benefit.
The agreement's severance benefit granted to Mr. Nano provided for no less
than twelve months continuation of his base compensation, his employment
benefits, vesting of Options granted, and reimbursement for post retirement
health coverage.
The agreement's Changes in Control benefit granted to Mr. Nano provided for
continuation of compensation in effect to be paid for a period of either twice
the amount of the severance benefit period, or the remainder of his employment
term, whichever was longer; continuation of his employment benefits and
reimbursement for post-retirement health care benefits; and full and immediate
vesting of any unvested but outstanding Options
COMPENSATION DISCUSSION AND ANALYSIS
The purpose of CTTC's Incentive Plan, approved by the Board on November 22,
2005, is to attract and retain personnel of experience and ability by providing
an incentive to those who contribute to the successful operation of CTTC. The
Incentive Plan provides for eligible employees to earn an annual bonus incentive
in cash. The targeted annual bonus incentive award is a percentage of the
participant's salary earned during the plan year, as defined in the Incentive
Plan, and is comprised of two parts, 50% of which is dependent upon attainment
of financial performance metrics that serve as our company wide goals and
objectives and are set at the beginning of the year (the "Company Component"),
and 50% of which is dependent upon the individual's performance compared to each
individuals' pre-established goals and objectives (the "Individual Component").
If our financial performance is less than 70% of its goal, there will be no
award for the Company Component. If our financial performance is more than 120%
of its goal, then the Company Component award will increase up to 125% of the
award and may, under certain conditions, as defined, increase up to a maximum of
200% of the award. For the Business Development staff, an additional formula
which involves senior management assigning value to the quality and quantity of
business brought into the Company is used to determine whether these staff
members have met their Individual goals. If a participant meets his or her
individual goals, we may pay the Individual Component regardless of whether the
Company Component is met.
The Committee administers the Plan and authorizes bonuses at its sole
discretion, based on the recommendations of the CEO. The CEO may recommend
special awards, in addition to those within the defined bonus structure. The
Committee may also make special awards outside of the CEO recommendations. The
Committee may suspend or amend the Incentive Plan at any time from time to time,
and the Board may terminate the Incentive Plan.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
This report of the Compensation and Stock Option Committee (the
"Committee") shall not be deemed incorporated by reference by any general
statement incorporating the Proxy Statement by reference into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Acts"),
except to the extent that CTTC specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
CTTC's compensation program consists of base salary, bonus, stock options,
other incentive awards and other benefits, which the Committee generally reviews
annually. The Committee's overall philosophy is to align compensation with our
business strategy and to support achievement of our long-term goals. In order
to attract and retain competent executives, we believe it is essential to
maintain an executive compensation program that provides overall compensation
competitive with that paid to executives with comparable qualifications and
experience.
The Board of Directors is reviewing all compensation plans to assure
effectiveness and fiduciary responsibility.
Page 61
COMPENSATION AND STOCK OPTION COMMITTEE REPORT:
We have reviewed and discussed with management certain Executive
Compensation and Compensation Discussion and Analysis provisions to be included
in the Company's Annual Report on Form 10-K, filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Annual Report"). Based on the reviews
and discussions referred to above, we recommend to the Board of Directors that
the Executive Compensation and Compensation Discussion and Analysis provisions
referred to above be included in the Company's Annual Report.
Submitted by the Compensation and Stock Option Committee of the Board of
Directors:
Richard D. Hornidge, Jr. (Chairman)
Rustin Howard
William L. Reali
This Compensation Committee Report is not deemed incorporated by reference
by any general statement incorporating by reference of this Annual Report into
any filing under the Securities Act of 1933, as Amended, or the Exchange Act,
except to the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under either such Acts.
DIRECTOR COMPENSATION
The following table summarizes the total compensation awarded to, earned by
or paid by us for services rendered during fiscal year 2010 to the non-employee
Board of Director members:
FEES EARNED OR OPTION OTHER EQUITY
NAME PAID IN CASH(3) AWARDS (1) COMPENSATION(2) TOTAL
------------------------ --------------- ---------- --------------- -------
Joel M. Evans, M.D. $ 15,500 $ 11,189 $ 4,663 $31,352
Richard D. Hornidge, Jr. 19,000 11,189 4,663 34,852
Rustin Howard 18,000 11,189 4,663 33,852
William L. Reali 26,000 11,189 4,663 41,852
(1) Each director serving on January 4, 2010 received a stock option for 10,000
shares of common stock at $1.87 per share under the 2000 Directors Stock
Option Plan. We estimated the fair value of stock awards at $1.119 per
share using the Black-Scholes option valuation model with expected life of
5 years, risk free interest rate of 2.65%, volatility of 75.01% and
dividend yield of 0. See Item 14 in Notes to Consolidated Financial
Statements in Part II, Item 8
(2) Each director serving on January 4, 2010 received 2,500 shares of stock
under the 1996 Directors Stock Participation Plan. The fair market value of
the stock was $1.865 per share.
(3) Includes unpaid fees of $833 for Dr. Evans, Mr. Hornidge and Mr. Howard,
and $1,333 for Mr. Reali.
Page 62
OUTSTANDING EQUITY AWARDS AT JULY 31, 2010
NUMBER OF
SECURITIES
UNDERLYING OPTION OPTION
UNEXERCISED EXERCISE EXPIRATION
NAME OPTIONS(1) PRICE DATE
------------------------ ------------ --------- ----------
Joel M. Evans, M.D. 10,000 $ 2.58 8/2/17
10,000 1.51 1/2/18
10,000 1.005 1/2/19
10,000 1.87 1/4/20
Richard D. Hornidge, Jr. 10,000 2.58 8/2/17
10,000 1.51 1/2/18
10,000 1.005 1/2/19
10,000 1.87 1/4/20
Rustin Howard 10,000 2.29 10/5/17
10,000 1.51 1/2/18
10,000 1.005 1/2/19
10,000 1.87 1/4/20
William L. Reali 10,000 2.58 8/2/17
10,000 1.51 1/2/18
10,000 1.005 1/2/19
10,000 1.87 1/4/20
(1) Each stock option was granted pursuant to our 2000 Directors' Stock
Option Plan. The shares were vested immediately on issuance.
Each of our non-employee directors is paid an annual cash retainer of
$10,000, paid quarterly in arrears, for their services to the Company. In
addition, directors are issued shares of common stock pursuant to our 1996
Directors Stock Participation Plan, as amended, and are granted stock options to
purchase common stock pursuant to our 2000 Directors Stock Option Plan, both as
described below. In addition, effective in fiscal year 2005, the Chairman of
the Board, if a non-employee, and the Chairman of the Audit Committee are paid
annual stipends for the additional responsibilities and time commitments
required of them. Mr. Nano, as an employee of the Company, has not been paid
any compensation for serving as Chairman of the Board. Mr. Reali has served as
Chairman of the Audit Committee since February 2, 2007, and received a $6,000
stipend in 2010.
Each non-employee director is also paid $1,000 for each Board meeting
attended and $500 for each committee meeting attended. All directors are
reimbursed for out-of-pocket expenses incurred to attend Board and committee
meetings.
Pursuant to our 1996 Directors Stock Participation Plan, as amended, on the
first business day of January, each non-employee director who has been elected
by the stockholders and has served at least one full year as a director is
issued a number of shares of common stock equal to the lesser of $15,000 divided
by the per share fair market value of such stock on the issuance date, or 2,500
shares. If a non-employee director were to leave the Board after serving at
least one full year, but prior to the January issuance date, we will issue
shares of common stock to the director on a pro-rata basis up to the termination
date. Common stock may not be issued to pursuant to this plan after January 3,
2011.
Pursuant to our 2000 Directors' Stock Option Plan, non-employee directors
are granted 10,000 fully vested, non-qualified stock options to purchase our
common stock on the date the individual is first elected as a director, whether
by the stockholders or by the Board, and is granted 10,000 options on the first
business day of January thereafter, provided the individual is still a director.
The stock options granted are at an exercise price not less than 100% of the
fair market value of the common stock at the grant date and have a term of ten
years from date of grant. If an individual's directorship terminates because of
death or permanent disability, the stock options may be exercised within one
year after termination. If the termination is for any other reason, the stock
options may be exercised within 180 days after termination. However, the Board
has the discretion to amend previously granted stock options to provide that
such stock options may continue to be exercisable for specified additional
periods following termination.
Page 63
In no event may a stock option be exercised after the expiration of its
ten-year term. Stock options may not be granted under this plan after the first
business day of January 2010.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP OF SHARES:
NAMES OF BENEFICIAL OWNERS
(AND ADDRESS, IF OWNERSHIP IS
MORE THAN 5%) AMOUNT BENEFICIALLY OWNED (1) PERCENT(%)
------------------------------------- ----------------------------- ----------
Directors and executive officers
Joel M. Evans, M.D. 56,300 (2) *
Richard D. Hornidge, Jr. 127,635 (2) *
Rustin Howard 73,500 (2) *
John B. Nano 439,427 (2)(3)) 3.1
William L. Reali 57,500 (2) *
-----------------------------
All directors and executive officers
as a group 754,362 5.2
=============================
* Less than 1%
(1) Designated person or group has sole voting and investment power.
(2) Persons listed below have the right to acquire the listed number of
shares upon the exercise of stock options:
NAME RIGHT TO ACQUIRE
----------------------------------------------- -----------------
Joel M. Evans, M.D. 40,000
Richard D. Hornidge, Jr. 40,000
Rustin Howard 40,000
John B. Nano 400,000(3)
William L. Reali 40,000
-----------------
All Directors and Executive Officers as a Group 560,000
=================
(3) Because John B. Nano was terminated for cause on September 3, 2010, the
Company does not believe his stock options remain exercisable.
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF
SECURITIES
REMAINING
NUMBER OF WEIGHTED- AVAILABLE FOR
SECURITIES TO AVERAGE FUTURE
BE ISSUED UPON EXERCISE ISSUANCE
EXERCISE OF PRICE OF (EXCLUDING
OUTSTANDING OUTSTANDING OPTIONS
PLAN CATEGORY OPTIONS OPTIONS OUTSTANDING)
------------------------------- -------------- ------------ --------------
Equity Compensation plans approved by security holders
Key Employees Stock
Option Plan (1) 9,000 $ 7.50 -
1997 Employees Stock
Option Plan (2) 530,000 $ 2.57 -
2000 Directors Stock
Option Plan (3) 170,000 1.77 -
1996 Directors Stock
Participation Plan (4) - 26,659
(1) The Key Employees' Stock Option Plan expired on December 31, 2000, after
which no option could be granted under the plan. Pursuant to this plan
incentive stock options and nonqualified stock options were granted to key
employees. Incentive stock options could be granted at an exercise price not
less than the fair market value of our common stock on the grant date.
Nonqualified stock options could be granted at an exercise price not less than
85% of the fair market value of our common stock on the grant date. Options
generally vested over a period of up to three years after the grant date and
expire ten years after
Page 64
the grant date if not terminated earlier. The number of common shares reserved
for issuance on exercise of stock options as of July 31, 2010 and 2009 is 9,000
and 14,000 respectively.
(2) The 1997 Employees' Stock Option Plan provided for the granting of stock
options to purchase our common stock. Stock options granted under the Plan had
to be granted at not less than 100% of the fair market value on the date of
grant. The Compensation Committee determined the vesting period for the stock
options. Stock options expired upon termination of grantee's employment or ten
years after date of grant. At the option of the Compensation Committee, grants
could continue to be exercisable through up to ten years after the grant date,
irrespective of the termination of the optionee's employment with us. No
options could be granted pursuant to this plan after September 30, 2007.
(3) The 2000 Directors' Stock Option Plan provides for the granting of stock
options to purchase our common stock. Stock options may be granted under this
Plan to non-employee directors at not less than 100% of the fair market value on
the date of grant. Each non-employee director is eligible to receive a grant of
10,000 fully vested common stock options when first elected as a director and
10,000 more common stock options on the first business day of January
thereafter, as long as the individual is a director. The maximum life of
options granted under this plan is ten years from the date of grant. No options
could be granted pursuant to this plan after January 4, 2010.
(4) The 1996 Directors' Stock Participation Plan calls for the issuance of
stock to each non-employee who has served at least one year as a director on the
first business day in January. They are entitled to receive the lesser of 2,500
shares of our common stock or a number of shares of common stock equal to
$15,000 on the date such shares are issued. If an otherwise eligible director
terminates as a director before the first business day of the year, we issue
such director a number of shares equal to the portion of the year served by that
director. This plan expires on January 3, 2011, the first business day in
January 2011.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
We have adopted a written policy for the review and approval of related
party transactions which is defined as a sale or purchase of property, supplies
or services to or from any director or officer of the company, members of a
director's or officer's family, or entities in which any of these persons is a
director, officer or owner of 5% or more that that entity's interests. Our
policy requires prior approval by both a majority of our Board of Directors and
a majority of our disinterested directors who are not employees of the company.
Our Board of Directors determined that when a director's services are
outside the normal duties of a director, we compensate the director at the rate
of $1,000 per day, plus expenses, which is the same amount we pay a director for
attending a one-day Board meeting. We classify these amounts as consulting
expenses, included in personnel and other direct expenses relating to revenues.
We incurred a charge of $300 and $54,000 in 2010 and 2009, respectively,
for consulting services provided by a relative of our former President and CEO.
CTTC's Board of Directors is currently composed of four members (refer to
Item 10, Part III). All Directors are considered to be independent directors as
defined by the Securities Exchange Act of 1934.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
INDEPENDENT PUBLIC ACCOUNTANTS
Mahoney Cohen & Company, CPA, P.C. ("Mahoney Cohen") are the independent
registered public accountants for the company. Pursuant to an asset purchase
agreement, our former independent public accounting firm, Mahoney Cohen &
Company, CPA, P.C. was acquired by the New York practice of Mayer Hoffman McCann
P.C ("MHM"), and the shareholders of Mahoney Cohen became shareholders of MHM.
Following its acquisition of Mahoney Cohen, MHM changed its name to MHM Mahoney
Cohen CPAs ("MHM Mahoney Cohen"), effective December 31, 2008. On June 8, 2010,
MHM Mahoney Cohen changed their name to Mayer Hoffman McCann CPA's(The New York
Practice of Mayer Hoffman McCann P.C.).
Page 65
Fees Billed by Principal Accountants - The following table presents fees
for professional services billed by Mahoney Cohen and Mayer Hoffman McCann CPAs
for the years ended July 31, 2010 and 2009:
2010 2009 2009 2009
-------------- -------------- ------------ ----------
Mayer Hoffman MHM Mahoney Full Year
McCann Mahoney Cohen Cohen Total
-------------- -------------- ------------ ----------
Audit fees $ 114,445 $ 90,304 $ 30,000 $ 120,304
Tax fees 824 - 1,483 1,483
Audit related fees (1) 17,278 5,211 2,000 7,211
-------------- -------------- ------------ ----------
TOTAL $ 132,547 $ 95,515 $ 33,483 $ 128,998
============== ============== ============ ==========
(1) Fees for S-1 and S-8 review.
AUDIT COMMITTEE PRE-APPROVAL OF SERVICES OF PRINCIPAL ACCOUNTANTS
The Audit Committee has the sole authority and responsibility to select,
evaluate, determine the compensation of, and, where appropriate, replace the
independent auditor. After determining that providing the non-audit services is
compatible with maintaining the auditor's independence, the Audit Committee
pre-approves all audits and permitted non-audit services to be performed by the
independent auditor, except for de minimus amounts. If it is not practical for
the Audit Committee to meet to approve fees for permitted non-audit services,
the Audit Committee has authorized its chairman, currently Mr. Reali, to approve
them and to review such pre-approvals with the Audit Committee at its next
meeting.
Page 66
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) List of financial statements and schedules.
The following consolidated financial statements of Competitive
Technologies, Inc. and Subsidiaries are included herein by reference to the
pages listed in "Item 8. Financial Statements and Supplementary Data":
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of July 31, 2010, and 2009
Consolidated Statements of Operations for the years ended July 31, 2010,
and 2009
Consolidated Statements of Changes in Shareholders' Interest for the years
ended July 31, 2010, and 2009
Consolidated Statements of Cash Flows for the years ended July 31, 2010,
and 2009
Notes to Consolidated Financial Statements
(b) List of exhibits: See Exhibit Index immediately preceding exhibits.
Page 67
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COMPETITIVE TECHNOLOGIES, INC.
(the registrant)
By: \s\ Johnnie D. Johnson
----------------------
Johnnie D. Johnson
Chief Executive Officer, Chief Financial Officer
(Principal Executive, Financial, and Accounting
Officer)
Date: October 26, 2010
Pursuant to the requirements of 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.
Name Title ) Date
---------------------------- -------- ) ----------------
)
\s\ Joel M. Evans, M.D. Director ) October 26, 2010
---------------------------- )
Joel M. Evans, M.D. )
)
\s\ Richard D. Hornidge, Jr. Director ) October 26, 2010
---------------------------- )
Richard D. Hornidge, Jr. )
)
\s\ Rustin Howard Director ) October 26, 2010
---------------------------- )
Rustin Howard )
)
\s\William L. Reali Chairman ) October 26, 2010
---------------------------- )
William L. Reali )
)
Page 68
EXHIBIT INDEX
Exhibit
No. Description
--- -----------
3.1 Unofficial restated certificate of incorporation of the registrant as
amended to date filed (on April 1, 1998) as Exhibit 4.1 to registrant's
Registration Statement on Form S-8, File Number 333-49095 and hereby
incorporated by reference.
3.2 By-laws of the registrant as amended effective October 14, 2005, filed
(on December 12, 2005) as Exhibit 3.2 to registrant's Quarterly Report
on Form 10-Q for the quarterly period ended October 31, 2005, and hereby
incorporated by reference.
10.1* Registrant's Restated Key Employees' Stock Option Plan filed (on January
29, 2003) as Exhibit 4.3 to registrant's Registration Statement on Form
S-8, File Number 33-87756, and hereby incorporated by reference.
10.2* Registrant's Annual Incentive Plan filed (on November 25, 2005) as
Exhibit 99.1 to registrant's Current Report on Form 8-K dated November
22, 2005, and hereby incorporated by reference.
10.3* Registrant's 2000 Directors Stock Option Plan as amended January 24,
2003, filed (on January 29, 2003) as Exhibit 4.4 to registrant's
Registration Statement on Form S-8, File Number 333-102798 and hereby
incorporated by reference.
10.4* Registrant's 1996 Directors' Stock Participation Plan as amended January
14, 2005, filed (on January 21, 2005) as Exhibit 10.2 to registrant's
Current Report on Form 8-K, and hereby incorporated by reference.
10.5* Registrant's 1997 Employees' Stock Option Plan as amended January 14,
2005, filed (on January 21, 2005) as Exhibit 4.3 to registrant's Current
Report on Form 8-K, and hereby incorporated by reference.
10.12 Lease agreement dated April 28, 2006, between 1375 Kings Highway/777
Commerce Drive Associates, LLC, and 14 Mamaroneck Avenue Reinvestment
Associates, LLC, and Competitive Technologies, Inc. filed (on June 9,
2006) as Exhibit 10.27 to registrant's Quarterly Report on Form 10-Q for
the quarterly period ended April 30, 2006, and hereby incorporated by
reference.
10.13 Amendment to Lease made July 20, 2006 by and between 1375 Kings
Highway/777 Commerce Drive Associates, LLC, and 14 Mamaroneck Avenue
Reinvestment Associates, LLC, and Competitive Technologies, Inc., filed
(on October 30, 2006) as Exhibit 10.17 to registrant's Annual Report on
Form 10-K for the year ended July 31, 2006, and hereby incorporated by
reference.
10.14 Employment Agreement dated February 2, 2007 between registrant and John
B. Nano, filed (on February 6, 2007) as Exhibit 10.1 to registrant's
Current Report on Form 8-K dated February 6, 2007, and hereby
incorporated by reference.
10.15 Stock Purchase Agreement dated April 17, 2007 between registrant and
Betty Rios Valencia, and Agrofrut E.U. filed on April 19, 2007 as
Exhibit 10.1 to registrant's Current Report on Form 8-K dated April 19,
2007, and hereby incorporated by reference.
10.16 Second Amendment to Lease made July 20, 2006 by and between 1375 Kings
Highway/777 Commerce Drive Associates, LLC, and 14 Mamaroneck Avenue
Reinvestment Associates, LLC and Competitive Technologies, Inc. filed
(on October 30, 2007) as Exhibit 10.16 to
Page 69
registrant's Annual Report on Form 10-K for the year ended July 31,
2007, and hereby incorporated by reference.
10.17 Common Stock Purchase Agreement between the registrant and Fusion
Capital Fund II, LLC dated July 22, 2008 filed (on July 25, 2008) as
Exhibit 10.1 to registrant's Current Report on Form 8-K dated July 22,
2008, and hereby incorporated by reference.
10.18 Registration Rights Agreement between the registrant and Fusion Capital
Fund II, LLC dated July 22, 2008 filed (on July 25, 2008) as Exhibit
10.2 to registrant's Current Report on Form 8-K dated July 22, 2008, and
hereby incorporated by reference.
10.19 Distribution Agreement between the registrant and Excel Life Sciences,
Inc. dated July 29, 2008 filed (on August 1, 2008) as Exhibit 10.1 to
registrant's Current Report on Form 8-K dated July 29, 2008, and hereby
incorporated by reference.
10.20 Distribution Agreement between the registrant and Life Episteme SRL,
dated February 24, 2009 filed (on February 26, 2009) as Exhibit 10.1 to
registrant's Current Report on Form 8-K Dated February 26, 2009, and
hereby incorporated by reference.
10.21 Distribution Agreement between the registrant and Innovative Medical
Therapies, Inc. dated July 29, 2009 filed (on July 30, 2009) as Exhibit
10.1 to registrant's Current Report on Form 8-K dated July 30, 2009, and
hereby incorporated by reference.
21^ Subsidiaries of registrant.
31.1^ Certification of the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
31.2^ Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1+ Certification by the Chief Executive Officer of Competitive
Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
32.2+ Certification by the Chief Financial Officer of Competitive
Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
* Management Contract or Compensatory Plan
^ Filed herewith
+ Furnished herewith
Page 70