| Commonwealth Biotechnologies, Inc. | |||
| Ticker: | CBTE | 911 East Leigh Street, Suite G-19 | |
| Exchange: | NASDAQ-Small Cap Market | Richmond, VA 23219 | |
| Industry: | Service (SIC Code 8733) | (804) 648-3820 | |
| # of Employees: | 33 | ||
| Type of Shares: | Common Shares | Filing Date: | 7/21/97 | |
| U.S. Shares: | 1,015,000 | Offer Date: | 10/28/97 | |
| Non-U.S. Shares: | 0 | Filing Price: | $6.00 | |
| Primary Shares: | 1,015,000 | Offer Price: | $6.00 | |
| Secondary Shares: | 0 | Gross Spread: | ||
| Offering Amount: | $6,090,000 | Selling: | $0.24 | |
| Expenses: | $200,000 | Reallowance: | ||
| Shares Out After: | 1,446,643 |
| Manager | Tier | Phone |
| Anderson & Strudwick, Incorporated | Lead Manager | (804) 344-3834 |
| Issuer's Law Firm: | LeClair, Ryan, Joynes, Epps & Framme |
| Bank's Law Firm: | Willcox & Savage |
| Auditor: | Goodman & Company, L.L.P. |
| Registrar/Transfer Agent: | American Securities Transfer, Inc |
Dollar amounts in U.S. millions except for per share data | |||||
| 3 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 3/31/97 | 3/31/96 | 3/31/97 | ||
| Revenue: | $0.99 | $0.60 | $0.19 | Assets: | $0.85 |
| Net Income: | $0.13 | $0.18 | $0.08 | Curr Assets: | $0.42 |
| EPS: | $0.27 | $0.38 | $0.16 | Liabilities: | $0.46 |
| Prior EPS: | $0.07 | -$0.01 | $0.08 | Curr Liabilities: | $0.46 |
| Cash Flow/Oper: | $0.41 | $0.14 | -$0.02 | Equity: | $0.39 |
| Cash Flow/Fin: | $0.05 | -$0.20 | $0.00 | Cash: | $0.18 |
| Cash Flow/Inv: | -$0.20 | -$0.20 | Working Cap: | -$0.04 | |
| Business Description |
| The company was founded to provide sophisicated research and development analytical services on a contract basis to the biotechnology industry. The company's customers consist of private companies, academic institutions and government agencies. The Company's services assist customers in understanding these relationships and developing commercial products based on that understanding. The Company provides services to customers on a contract basis and derives its revenues from these services, and not from sales of commercial products resulting from the research. This arrangement distinguishes the Company from many other biotechnology companies in that the Company's revenues are not directly dependent on successfully commercializing a new biotechnology product. The Company has established a reputation for providing a wider range of services than many of its competitors and in 1996 had revenues of $989,925 and net income of $179,146.In addition to its analytical services, the Company is also developing several of its own proprietary new technologies in the areas of anti-coagulation and genomic sequence analysis. The Company has a patent application pending for a heparin antagonist compound which may lead to a new drug having fewer adverse effects than existing drugs. The development of these technologies has been funded by grants from government agencies, and the Company anticipates that this portion of its operations will continue to be funded in this manner. These technologies are in the early stage of development and should be considered highly speculative at this time. |
| Competition |
| The Company encounters, and expects to continue to encounter, intense competition in the development and sale of its current and future services. Many of the Company's competitors and potential competitors have substantially larger laboratory facilities, marketing capabilities and staff than those of the Company. In order to remain competitive, the Company will need to make available to its customers new analytical technologies as they become available in the Company's rapidly changing, technology driven business. Substantial future capital expenditures may be required to acquire these technologies. |
| Business Plan |
| The company's strategy for growth consists of the following elements: (I) Expansion of Capacity in its Existing Service Business, (ii) Expansion of Marketing Capabilities and (iii) Expansion into New Services Businesses. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for working capital, capital expenditures and general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| James T. Martin | 21.80% | 9.20% |
| Gregory A. Buck, Ph.D. | 9.00% | 3.90% |
| Robert B. Harris, Ph.D. | 7.70% | 3.40% |
| Richard J. Freer, Ph.D. | 7.70% | 3.40% |
| James H. Wallace | 5.40% | 2.30% |
| Officer Name | Title | Age |
| Richard J. Freer, Ph.D. | Chairman of the Board, Director and Founder | 55 |
| Chester M. Trzaski | Chief Operating Officer | 51 |
| Robert B. Harris, Ph.D. | President, Director and Founder | 45 |
| Thomas R. Reynolds | Senior Vice President, Director and Founder | 34 |
| Gregory A. Buck, Ph.D. | Senior Vice-President, Chief Scientific Officer, Secretary, Director and Founder | 46 |
| Additional Underwriter Compensation |
| Warrant to purchase 83,400 shares/units at $83.40 per share/unit. |
| Exercise price of $9.90 |