UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Amendment No. 1)
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2007
Commission File number: 1-16285
DiaSys Corporation
(Exact name of small business issuer as specified in its charter)
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Incorporated in Delaware
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IRS Employer ID #
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21 West Main Street
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06-1339248
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Waterbury, CT 06702
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(203) 755-5083
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Securities registered under Section 12(b) or 12(g) of the Exchange Act:
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Title of each class:
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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OTC Bulletin Board
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Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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
S
NO
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Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
£
Registrant’s revenues for the most recent fiscal year were $1,678,154.
As of October 4, 2007, the aggregate market value of the Registrant’s voting stock held by non-affiliates was $1,028,873 based upon the closing price of $0.04 on such date.
As of October 4, 2007, the Registrant had 25,721,822 shares of common stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007, as filed by the Company on October 15, 2007, is being filed solely to file one additional exhibit document and to amend and restate the exhibit table (ITEM 13-EXHIBITS) to add reference to such exhibit document and other items.
ITEM 13 - EXHIBITS
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Number
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Description of Document
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3.1
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Certificate of Incorporation (Incorporated by reference to the Exhibit 3.1 filed with Company's Registration Statement on Form 8-A on October 20, 1994 )
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3.2
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By-Laws (Incorporated by reference to Exhibit 3.2 filed with Company's Registration Statement on Form 8-A on October 20, 1994)
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4.1
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Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 filed with Company's Registration Statement on Form 8-A on October 20, 1994)
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10.1
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Common Stock Purchase Agreement with Icon Investors, Ltd. (Incorporated by reference to Exhibit 1.1 filed with Company’s Registration Statement on Form SB-2 on March 24, 2004)
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10.2
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Registration Rights Agreement with Icon Investors, Ltd. (Incorporated by reference to Exhibit 1.2 filed with Company’s Registration Statement on Form SB-2 on March 24, 2004)
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10.3
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Consulting Agreement, dated February 17, 2004, with Capital Management Internationale (Incorporated by reference to Exhibit 1.3 filed with Company’s Registration Statement on Form SB-2 on March 24, 2004)
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10.4
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Amendment No. 1 to Common Stock Purchase Agreement with Icon Investors, LLC (Incorporated by reference to Exhibit 1.4 to Amendment No. 2 filed with Company’s Registration Statement on Form SB-2 on April 27, 2004)
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10.5
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Rights Agreement (Incorporated by reference to Exhibit 4.2 filed with Company's Registration Statement of Form S-3 on November 27, 2002)
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10.6
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Loan and Security Agreement dated as of August 12, 2004 between the Company and Morris Silverman (Incorporated by reference to the exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 29, 2004)
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10.7
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Indemnification and Mutual Contribution Agreement dated as of August 12, 2004 among Morris Silverman, Gregory Witchel, Robert M. Wigoda, Howard M. Bloom, Jeffrey B. Aaronson and the Company (Incorporated by reference to the exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 29, 2004)
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10.8
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Convertible Promissory Note dated as of August 12, 2004 payable to Morris Silverman in the amount of $475,000 (Incorporated by reference to the exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 29, 2004 )
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10.9
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Convertible Promissory Note dated as of September 9, 2004 payable to Morris Silverman in the amount of $120,316.47 (Incorporated by reference to the exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 29, 2004)
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10.10
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Personal Guaranty Agreement of Gregory Witchel dated as of August 13, 2004 (Incorporated by reference to the exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 29, 2004)
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10.11
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Personal Guaranty Agreement of Robert M. Wigoda dated as of August 13, 2004 (Incorporated by reference to the exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 29, 2004)
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10.12
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Personal Guaranty Agreement of Howard Bloom dated as of August 13, 2004 (Incorporated by reference to the exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 29, 2004)
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10.13
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Personal Guaranty Agreement of Jeffrey B. Aaronson dated as of August 13, 2004 (Incorporated by reference to the exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 29, 2004)
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2
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10.14A
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Purchasing Agreement with Healthtrust Purchasing Group dated December 1, 2001
(Incorporated by reference to exhibit of the same number filed with the Company’s
Annual Report on Form 10-K on October 14, 2005) (1) (3)
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10.14A-A
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Exhibit A to Purchasing Agreement with Healthtrust Purchasing Group dated December
1, 2001 (Incorporated by reference to the exhibit of the same number filed with
Amendment No. 2 to the Company’s Annual Report on Form 10-K on August 8, 2006)
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10.14A-B
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Exhibit B to Purchasing Agreement with Healthtrust Purchasing Group dated December
1, 2001 (Incorporated by reference to the exhibit of the same number filed with
Amendment No. 2 to the Company’s Annual Report on Form 10-K filed on August 8, 2006)
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10.15A
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Agreement for Urinalysis Equipment, Related Supplies, and Service with Broadlane, Inc.
dated April 1, 2002 (Incorporated by reference to exhibit of the same number filed with
the Company’s Annual Report on Form 10-K on October 14, 2005) (1)(3)
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10.15A-A
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Exhibit A to Agreement for Urinalysis Equipment, Related Supplies, and Service with Broadlane, Inc. dated April 1, 2002. (Incorporated by reference to exhibit of the same number filed with Amendment No. 2 to the Company’s Annual Report on Form 10-K on August 8, 2006) (3)
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10.16
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Supplier Set-up form with Allegiance dated December 8, 1999. (Incorporated by reference to the exhibit of the same number filed with Amendment No. 1 to the Company’s Annual Report on Form 10-KSB on June 30, 2005)
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10.17A
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Distribution Agreement with Fisher Scientific Company, LLC, dated July 23, 2001
(Incorporated by reference to exhibit of the same number filed with the Company’s Annual Report on Form 10-K on October 14, 2005) (1)(3)
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10.17A-A
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Exhibit A to Distribution Agreement with Fisher Scientific Company, LLC, dated July 23,
2001 (Incorporated by reference to exhibit of the same number filed with Amendment No.
2 to the Company’s Annual Report on Form 10-K on August 8, 2006)
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10.18A
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Non-Exclusive Distribution Agreement with VWR International, Inc., dated as of
November 1, 2003 (Incorporated by reference to exhibit of the same number filed with
the Company’s Annual Report on Form 10-K on October 14, 2005) (1)(3)
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10.18A-A
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Exhibit A to Non-Exclusive Distribution Agreement with VWR International, Inc., dated
as of November 1, 2003 (Incorporated by reference to exhibit of the same number filed
with Amendment No. 2 to the Company’s Annual Report on Form 10-K on August 8,
2006) (3)
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10.19A
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International Sales and Service Agreement, effective May 16, 2005, between the
Company and Genesee Brazil (Incorporated by reference to exhibit of the same number
filed with the Company’s Annual Report on Form 10-K on October 14, 2005) (1)(3)
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10.19A-A
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Exhibit A to International Sales and Service Agreement, effective May 16, 2005, between
the Company and Genesee Brazil (Incorporated by reference to exhibit of the same
number filed with Amendment No. 2 to the Company’s Annual Report on Form 10-K on
August 8, 2006) (3)
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10.20
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International Distributor Agreement, effective June 20, 2005, between the Company’s
wholly-owned subsidiary, DiaSys Europe, Ltd, and Cooplab, Crl. ( Incorporated by reference to the exhibit of the same number filed with the Registrant's Current Report on Form 8-K on July 28, 2005)
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10.21A
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International Sales and Service Agreement, effective as of May 4, 2005, between the
Company and Diagnostic Bioserve Limited. (Incorporated by reference to exhibit of the
same number filed with the Company’s Annual Report on Form 10-K on October 14, 2005) (1)(3)
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10.21A-A
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Exhibit A to International Sales and Service Agreement, effective as of May 4, 2005,
between the Company and Diagnostic Bioserve Limited (Incorporated by reference to
exhibit of the same number filed with Amendment No. 2 to the Company’s Annual
Report on Form 10-K on August 8, 2006) (3)
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10.22A
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International Sales and Service Agreement, effective as of May 22, 2005, between the
Company and Bionuclear (Incorporated by reference to exhibit of the same number filed
with the Company’s Annual Report on Form 10-K on October 14, 2005) (1)(3)
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10.22A-A
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Exhibit A to International Sales and Service Agreement, effective as of May 22, 2005,
between the Company and Bionuclear (Incorporated by reference to exhibit of the same
number filed with Amendment No. 2 to the Company’s Annual Report on Form 10-K on
August 8, 2006) (3)
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10.23
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2004 Stock Option and Award Plan (Incorporated by reference to exhibit of the same number filed with Amendment No. 1 to the Company’s Annual Report on Form 10-KSB on April 7, 2006)
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10.24
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$50,000 Convertible Promissory Note of the Company dated August 27, 2003 payable to
Howard Bloom (Incorporated by reference to exhibit of the same number filed with
Amendment No. 1 to the Company’s Annual Report on Form 10-K on April 7, 2006)
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10.25
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$100,000 Promissory Note of the Company dated February 3, 2004 payable to Morris
Silverman (Incorporated by reference to exhibit of the same number filed with
Amendment No. 1 to the Company’s Annual Report on Form 10-K on April 7, 2006)
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10.26
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Common Stock Purchase Warrant for 150,000 shares dated February 3, 2004 issued to
Morris Silverman (Incorporated by reference to exhibit of the same number filed with
Amendment No. 1 to the Company’s Annual Report on Form 10-K on April 7, 2006)
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10.27
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$50,000 Promissory Note of the Company dated February 3, 2004, payable to Gregory
Witchel (Incorporated by reference to exhibit of the same number filed with Amendment
No. 1 to the Company’s Annual Report on Form 10-K on April 7, 2006)
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10.28
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Common Stock Purchase Warrant for 75,000 shares issued to Gregory Witchel
(Incorporated by reference to exhibit of the same number filed with Amendment No. 1 to
the Company’s Annual Report on Form 10-K on April 7, 2006)
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10.29
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$50,000 Promissory Note of the Company dated February 3, 2004, payable to Jeffrey B.
Aaronson (Incorporated by reference to exhibit of the same number filed with
Amendment No. 1 filed with Company’s Annual Report on Form 10-K on April 7, 2006)
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10.30
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Common Stock Purchase Warrant for 50,000 shares issued to Jeffrey B. Aaronson
(Incorporated by reference to exhibit of the same number filed with Amendment No. 1 to
the Company’s Annual Report on Form 10-K on April 7, 2006)
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10.31
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Loan and Security Agreement, dated as of November 1, 2004 by and among the
Company, Morris Silverman and Gregory Witchel (Incorporated by reference to exhibit of
the same number filed with Amendment No. 1 to the Company’s Annual Report on Form
10-K on April 7, 2006)
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10.32
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$100,000 Promissory Note of the Company dated November 1, 2004 payable to Morris
Silverman (Incorporated by reference to exhibit of the same number filed with
Amendment No. 1 to the Company’s Annual Report on Form 10-K on April 7, 2006)
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10.33
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$100,000 Promissory Note of the Company dated November 1, 2004 payable to
Gregory Witchel (Incorporated by reference to exhibit of the same number filed with
Amendment No. 1 to the Company’s Annual Report on Form 10-K on April 7, 2006)
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10.34
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$50,000 Promissory Note of the Company dated November 29, 2004 payable to Morris Silverman (Incorporated by reference to exhibit of the same number filed with Amendment No. 1 to the Company’s Annual Report on Form 10-K on April 7, 2006)
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10.35
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Settlement Agreement and General Release, dated as of July 16, 2004, between the Company and Todd DeMatteo (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K/A on July 20, 2004.)
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10.36
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Investment Agreement, dated as of December 28, 2004 between the Company and John Winfield (Incorporated by reference to exhibit of the same number filed with Amendment No. 2 to the Company’s Annual Report on Form 10-K on August 8, 2006)
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10.37
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Common Stock Purchase Warrant, dated as of December 30, 2004, issued to John Winfield (Incorporated by reference to Exhibit 4.2 filed with the Company’s Current Report on Form 8-K on January 6, 2005)
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10.38A
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International Sales and Service Agreement, dated as of December 16, 2005, between the Company and DICPA (1)(2) (3)
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10.39
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10% Convertible Promissory Noted dated October 24, 2006 in the principal amount of $85,000 (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 15, 2006.)
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10.40
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10% Convertible Promissory Noted dated October 25, 2006 in the principal amount of $60,000 (Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on November 15, 2006.)
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10.41
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10% Convertible Promissory Noted dated October 30, 2006 in the principal amount of $160,000 (Incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on November 15, 2006.)
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10.42
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10% Convertible Promissory Noted dated October 31, 2006 in the principal amount of $18,000 (Incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K filed on November 15, 2006.)
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10.43
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Convertible Promissory Note of the Company dated September 29, 2005 payable to the order of Morris Silverman in the amount of $105,458 (Incorporated by reference to exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 15, 2007.)
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10.44
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Convertible Promissory Note of the Company dated September 29, 2005 payable to the order of Gregory Witchel in the amount of $105,458 (Incorporated by reference to exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 15, 2007.)
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10.45
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Promissory Note of the Company dated October 21, 2005 payable to the order of Morris Silverman in the amount of $20,000 (Incorporated by reference to exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 15, 2007.)
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10.46
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Investment Agreement, dated as of March 1, 2007, between the Company and Morris Silverman (Incorporated by reference to exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 15, 2007.)
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10.47
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Investment Support Agreement, dated as of March 1, 2007 between the Company and Morris Silverman (Incorporated by reference to exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 15, 2007.)
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10.48
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Common Stock Purchase Warrant dated August 31, 2007 issued to Morris Silverman in the amount of 2,600,000 shares of Common Stock (Incorporated by reference to exhibit of the same number filed with the Company’s Annual Report on Form 10-KSB on October 15, 2007.)
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10.49
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Investment Agreement, dated as of October 5, 2007, between the Company and Morris Silverman (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on October 24, 2007.)
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10.50
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Investment Support Agreement, dated as of October 5, 2007, between the Company and Morris Silverman (Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on October 24, 2007.)
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10.51
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Common Stock Purchase Warrant dated August 31, 2007 issued to Morris Silverman in the amount of 433.333 shares of Common Stock (Incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on October 24, 2007.)
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14
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Code of Ethics and Business Conduct (Incorporated by reference to the exhibit of the same number filed with Amendment No. 1 to the Company’s Annual Report on Form 10-KSB filed on June 30, 2005)
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21.1
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Subsidiaries of the Company: DiaSys Europe, Ltd, a United Kingdom company
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)
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31.2
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Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)
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32
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Certification of principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
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________________________________
(1) Amendment of previously filed exhibit correspondingly numbered
(2) Filed herewith.
(3) Portions of this document have been omitted and filed separately with the Securities and Exchange Commission, together with an Application for Confidential Treatment of such information.
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SIGNATURES
In accordance with 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.
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Dated: October 22, 2007
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DIASYS CORPORATION
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By:
/s/ Frederic H. Neikrug
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Frederic H. Neikrug
President and Chief Executive Officer
(principal executive officer)
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Dated : October 22, 2007
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DIASYS CORPORATION
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By:
/s/ Morris Silverman
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Morris Silverman
Chief Financial Officer
(principal financial officer and principal accounting officer)
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In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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/s/ Morris Silverman
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Morris Silverman
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Chief Financial Officer (principal financial officer and principal accounting officer) and Chairman of the Board of Directors
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Dated: October 22, 2007
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/s/ Robert M. Wigoda
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Robert M. Wigoda
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Secretary and Director
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Dated: October 22, 2007
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/s/ Sherwin Gilbert
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Sherwin Gilbert
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Director
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Dated: October 22, 2007
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/s/ Howard Bloom
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Howard Bloom
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Director
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Dated: October 22, 2007
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/s/ Sherman Lazrus
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Sherman Lazrus
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Director
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Dated: October 22, 2007
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