Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-131605
PROSPECTUS
SUPPLEMENT
Number
14
to
Prospectus
dated April 4, 2006, Prospectus Supplement dated May 15, 2006, Prospectus
Supplement dated August 3, 2006, Prospectus Supplement dated November 3, 2006,
Prospectus Supplement dated March 15, 2007, Post-effective Amendment dated May
1, 2007, Prospectus Supplement dated May 9, 2007, Post-effective Amendment dated
July 18, 2007, Post-effective Amendment dated July 20, 2007, Post-effective
Amendment dated August 3, 2007, Post-effective Amendment dated August 29, 2007,
Prospectus Supplement dated November 13, 2007, Post effective Amendment dated
April 24, 2008, Prospectus Supplement dated May 8. 2008, and Prospectus
Supplement dated August 7, 2008, Prospectus Supplement dated November 6, 2008,
Prospectus Supplement dated March 11, 2009, Prospectus Supplement dated May 6,
2009, Prospectus Supplement dated August 7, 2009, and Prospectus Supplement
dated November 5, 2009.
SCI
ENGINEERED MATERIALS, INC.
2,281,253
Shares of Common Stock
This
Prospectus Supplement relates to the sale of up to 2,281,253 shares of SCI
Engineered Materials, Inc. common stock (the “Shares”). The Shares
are being registered to permit public secondary trading of the shares that are
being offered by the selling shareholders named in the prospectus. We
are not selling any of the Shares in this offering and therefore will not
receive any proceeds from this offering.
This
Prospectus Supplement No. 14 includes the attached Annual Report on Form 10-K
(the “Form 10-K”) of SCI Engineered Materials, Inc. (the “Company”), for the
twelve months ended December 31, 2009, filed by the Company with the Securities
and Exchange Commission on February 17, 2010. The exhibits to the
Form 10-K are not included with this Prospectus Supplement No. 14 and are not
incorporated by reference herein. This Prospectus Supplement No. 14 should be
read in conjunction with the prospectus supplement No. 1 dated May 15, 2006, the
prospectus supplement No. 2 dated August 3, 2006, the prospectus supplement No.
3 dated November 3, 2006, the prospectus supplement No. 4 dated March 15, 2007,
the post-effective amendment dated May 1, 2007, the prospectus supplement No. 5
dated May 9, 2007, the post-effective amendment No. 2 dated July 18,
2007, the post-effective amendment No. 3 dated July 20, 2007, the post-effective
amendment No. 4 dated August 3, 2007, the post-effective amendment No. 5 dated
August 29, 2007, the prospectus supplement No. 6 dated November 13, 2007, the
post-effective amendment No. 6 dated April 24, 2008, the prospectus supplement
No. 7 dated May 8, 2008, the prospectus supplement No. 8 dated August 7, 2008
and the prospectus supplement No. 9 dated November 6, 2008, the
prospectus supplement No. 10 dated March 11, 2009, the prospectus supplement No.
11 dated May 6, 2009, the prospectus supplement No. 12 dated August 7, 2009, and
the prospectus supplement No. 13 dated November 5, 2009.
Our
common stock is traded on the Over-the-Counter Bulletin Board under the symbol
“SCIA.”
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date
of this Prospectus Supplement No. 14 is February 18, 2010.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For The
Fiscal Year Ended December 31, 2009
Commission
File Number: 0-31641
SCI
ENGINEERED MATERIALS, INC.
(Exact
name of registrant as specified in its charter)
|
Ohio
|
31-1210318
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
2839
Charter Street
Columbus,
Ohio 43228
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(614) 486-0261
Securities registered pursuant to
Section 12(b) of the Act: None
Securities registered pursuant to
Section 12(g) of the Act: Common Stock, without par value
(Title of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act. Yes
¨
No
þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange
Act. Yes
¨
No
þ
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 past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for at least the past 90
days.
Yes
þ
No
¨
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of
this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
þ
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 “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
Large
accelerated filer
¨
Accelerated filer
¨
Non-accelerated
filer
¨
Smaller reporting company
þ
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
¨
No
þ
The aggregate market value of the
Registrant’s common equity held by non-affiliates of the Registrant was
approximately $10,088,540 on June 30, 2009
.
For purposes of
this disclosure, shares of common stock held by persons who hold more than 10%
of the outstanding shares of common stock and shares held by executive officers
and directors of the registrant have been excluded because such persons may be
deemed to be affiliates. This determination of executive officer or
affiliate status is not necessarily a conclusive determination for other
purposes.
There were 3,723,775
shares of the
Registrant’s Common Stock outstanding on February 15, 2010.
Documents
Incorporated By Reference
Portions
of our Proxy Statement for the 2010 Annual Meeting of Stockholders are
incorporated by reference in Part III.
Table of
Contents
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Page
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Part
I
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Item
1.
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Description
of Business
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3
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Item
1A.
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Risk
factors
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8
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Item
1B.
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Unresolved
Staff Comments
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11
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Item
2.
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Properties
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11
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Item
3.
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Legal
Proceedings
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11
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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11
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Part
II
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Item
5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
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12
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Item
6.
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Selected
Financial Data
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13
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Item
7.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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14
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Item
7A.
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Quantitative
and Qualitative Disclosures about Market Risk
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19
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Item
8.
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Financial
Statements and Supplementary Data
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19
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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19
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Item
9A.
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Controls
and Procedures
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19
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Item
9B.
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Other
Information
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20
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Part
III
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Item
10.
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Directors
and Executive Officers of the Registrant
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21
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Item
11.
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Executive
Compensation
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21
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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21
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Item
13.
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Certain
Relationships and Related Transactions
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21
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Item
14.
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Principal
Accountant Fees and Services
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21
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Item
15.
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Exhibits
and Financial Statement Schedules
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22
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Signatures
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25
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Note
Regarding Forward-Looking Statements
This Annual Report on Form 10-K
contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 26A of the Securities
Act of 1933, as amended. The words “anticipate,” “believe,” “expect,”
“estimate,” and “project” and similar words and expressions identify
forward-looking statements, which speak only as of the date hereof. Investors
are cautioned that such statements involve risks and uncertainties that could
cause actual results to differ materially from historical or anticipated results
due to many factors, including, but not limited to, the factors discussed in
“Risk Factors.” The Company undertakes no obligation to publicly
update or revise any forward-looking statements.
PART
I
|
ITEM
1.
|
DESCRIPTION
OF BUSINESS
|
Introduction
SCI
Engineered Materials, Inc. (“SCI” or the “Company”), formerly Superconductive
Components, Inc., an Ohio corporation, was incorporated in 1987. We
manufacture ceramic and metal sputtering targets for a variety of industrial
applications including Photonics, Thin Film Solar, Thin Film Battery,
Semiconductor, and, to a lesser extent High Temperature Superconductive (“HTS”)
materials. Our customers use our sputtering targets to produce very
thin coatings for a variety of applications. Photonics currently
represents our largest market for our targets. Thin Film Solar is an
industry that is exhibiting rapid growth and we expect this part of our business
to grow quickly. Thin Film Battery is a developing market where
manufacturers of batteries use our targets to produce very small power supplies
with small quantities of stored energy. Semiconductor is a developing
market for us.
History
of the Company
The late Dr. Edward Funk, Sc.D., and
his late wife Ingeborg founded SCI in 1987. Dr. Funk, formerly a
Professor of Metallurgy at The Ohio State University and a successful
entrepreneur, envisioned significant market potential for the newly discovered
High Temperature Superconductivity (HTS) material YBCO (T
c
of 90
o
K). Our
first product was a 99.999% pure, co-precipitated YBCO 1-2-3 powder. Over the
years we expanded our product line by adding other High T
c
Powders,
sintered shapes, single crystal substrates, and non-superconducting sputtering
targets.
We
opened a subdivision, Target Materials Inc. (TMI), in 1991 to supply the
increasing worldwide demand for sputtering and laser ablation targets. We became
a full service manufacturer of high performance thin film materials, providing a
wide selection of metals, ceramics, and alloys for sputtering targets,
evaporation sources, and other Physical Vapor Deposition (PVD) applications. We
served the R&D market as well as the Industrial and Decorative Coating
markets. During this time, we began to manufacture targets for the
Photovoltaic, Flat Panel Display, and Semiconductor industries.
SCI and
TMI were merged in 2002. We continued to manufacture complex
ceramic, metal, and alloy products for the photovoltaic, thin film battery,
media storage, flat panel display, semiconductor, and photonic
industries.
In May of
2005, we received ISO 9001:2000 registration, an internationally recognized
milestone in our pursuit of quality. This registration enabled us to
increase our customer base, which has benefited sales since the second quarter
of 2005.
Over the
past two decades, we have developed considerable expertise in the development
and ramp-up of manufacturing novel materials, such as Transparent Conductive
Oxides for Thin Film Solar applications and battery targets as well as Bismuth
Strontium Calcium Copper Oxide (a superconductor powder). Today, we
serve a diverse base of domestic and multi-national corporations, universities,
and leading research institutions. We actively seek to partner with
organizations to provide solutions for difficult material
challenges.
Throughout
our history, we have conducted funded research primarily under grants from
entities such as the Department of Energy, the National Science Foundation,
NASA, and the Ohio Department of Development. These activities are
generally limited to funded research that is consistent with our focus on
commercial applications in our principal markets.
Business
We are a
supplier of materials to the Physical Vapor Deposition (“PVD”)
industry. Our customers need our materials to produce nano layers of
metals and oxides for advanced material systems. PVD coatings range
from every day items to complex computer processors. For example,
every day applications include transparent anti-scratch coatings on eyeglasses,
coatings on kitchen faucets, as well as low emissivity glass for household
windows. More technically advanced applications of our product
include semiconductors, thin film solar, flat panel displays and an emerging
technology - Thin Film Battery.
We are
focused on four distinct markets within the PVD industry. These
markets are Photonics, Thin Film Solar, Semiconductor and Thin Film
Battery. The Company continues to pursue niche opportunities,
specifically for the Solar market and Hard Disk Drive (“HDD”) in the
semiconductor market. We receive requests from potential customers in
other markets within the PVD industry; however, at this time we have chosen not
to pursue them. This disciplined approach enables us to focus on
those opportunities that are the best fit for our capabilities and also offer
the greatest long-term return. Considerations include our core
strengths, resource requirements, and time-to-market issues.
The
production and sale of HTS materials was the initial focus of our operations and
these materials continue to be part of our development efforts. We
continue to work with private companies and government agencies to develop new
and improved products for future applications; however, our principal business
focus is on products positioned for near term commercialization.
Photonics
currently represents the largest market for our materials. Our
customers are continually identifying new materials that improve the utility of
optical coating. This includes improvements in their ability to
focus, filter or reflect light, all of which increase the potential demand for
the types and amounts of materials we sell in this market. Photonic
applications continue to expand as new methods are found to manipulate light
waves to enhance the various properties of light.
We have
developed new products for the growing Thin Film Solar (“TFS”)
market. We are well positioned in the TFS area having supplied
materials to that market for about 10 years during the early stages of TFS
development. Since the beginning of 2007, we have added over $2.2
million of new manufacturing equipment, as well as Engineering and Sales staff
to develop new materials to support the anticipated growth of
Solar. We were awarded a grant of approximately $700,000 in 2008 and
a second grant in 2009 for approximately $775,000 from the Ohio Department of
Development to assist in the commercialization of TFS. Our new
materials are Transparent Conductive Oxides (“TCO”). Every square
foot of a TFS panel is coated with up to 3 layers of TCO, 1 micron
thick. We continue to increase our visibility in the global arena by
attending various trade shows targeted at the Solar market. During
the fourth quarter of 2008 we added an exclusive manufacturer’s representative
for Europe and terminated this relationship in January of 2010. We
believe it is the best interests of our company to use direct sales efforts for
Europe. In 2009 we added an exclusive representative for Korea and
one for Taiwan and China. Commercialization and market expansion is
expected to continue in 2010.
Thin Film
Battery is a developing market where manufacturers of batteries use our targets,
especially lithium orthophosphate (Li3PO4) and lithium cobalt oxide (LiCoO) as
key elements to produce power supplies with small quantities of stored
energy. A typical Thin Film Battery would be produced via PVD with
five or more thin layers. These batteries are often one centimeter
square but only 15 microns thick. We are the leading provider of
Li3PO4 and LiCoO to the emerging Thin Film Battery market. Following several
years of industry developments, some Thin Film Battery customers announced their
batteries are commercially available. Our customers anticipate the unique
properties of these batteries to be used in applications in medical devices,
integrated circuits, RFID, smart cards, hand held electronics and many other
applications.
We are
still in the early stages of developing a market presence in the Semiconductor
industry. We continue to develop innovative products for this
industry. Thus far we have experienced some success and this market
continues to hold significant potential for us. In 2008 we applied
for a patent for products targeted at this market.
We had
total annual revenues of $8.0 million, $9.6 million, and $10.8 million in the
years ended December 31, 2009, 2008, and 2007, respectively. Gross
profit was $1.9 million, $2.2 million, and $2.1 million in the years ended
December 31, 2009, 2008, and 2007, respectively. Most of the
reductions in revenues during this period were related to a high priced
commodity that experienced a cyclical peak in 2007. This material
returned to its long-term average during 2009, which reduced revenues but had
less of an effect on gross profit.
Principal
suppliers in 2009 were West Coast Quartz, Lattice Materials and Johnson
Matthey. In every case, we believe that suitable alternate vendors
can be used to ensure availability of required materials. As volume
grows, we may enter into alliances or purchasing contracts with these or other
vendors.
Our
largest customer represented approximately 25% of total revenues in 2009 and 47%
in 2008. We had contract research revenue of $1,005,708 and $157,032
representing 12.6% and 1.6% of total revenue for the years ended December 31,
2009 and 2008, respectively.
Marketing
and Sales
In 2009 we significantly expanded our
marketing reach into Asia continuing our efforts which began in
2008. We added a manufacturing representative for the Korean market
for solar and another for the Taiwanese and Chinese markets for specialty glass
coaters. In 2008 we formed an exclusive relationship with a
manufacturer’s representative in Europe and terminated this relationship in
January of 2010. We believe it is in the best interests of our
company to use direct sales efforts for Europe. Europe and Asia have
high demand for Solar and Semiconductor sputtering targets. We use
various distribution channels to reach end user markets, including direct sales
by our sales persons, independent manufacturers’ representatives in the United
States, and independent distributors and manufacturers’ representatives for
international markets. The Internet provides tremendous reach for new
customers to be able to identify us as a source of their product
needs. We have an operating website
www.sciengineeredmaterials.com
,
which includes expanded online product inquiry capabilities and additional
product information.
Ceramics
We are
capable of producing ceramic powders via several different processing techniques
including solid state, precipitation and combustion
synthesis. Ceramic targets can also be produced in a variety of ways
depending on the end user applications. Production techniques include
sintering, cold isostatic pressing and hot pressing.
Most of our products are manufactured
from component chemicals and metals supplied by various vendors. If
we suddenly lost the services of a supplier, there could be a disruption in our
manufacturing process until the supplier was replaced. We have
identified several firms as potential back-up suppliers who would be capable of
supplying these materials to us as necessary. To date, we have
not experienced an interruption of raw material supply.
Metals
In
addition to the ceramic targets previously mentioned, we produce metal
sputtering targets and backing plates. The targets are bonded to the
backing plates for application in the PVD industry. These targets can
be produced by casting, hot pressing and machining of metals and metal alloys
depending on the application.
Applications
for metal targets are highly varied from applying decorative coatings for end
uses such as sink faucets to the production of various electronic, photonic and
semiconductor products.
We
purchase various metals of reasonably high purity (often above 99.9%) for our
applications. We are not dependent on a single source for these
metals and do not believe losing a vendor would materially affect our
business.
We have
continually added production processes and testing equipment for the many
product compositions that can be used as PVD materials.
Competition
We have a number of domestic and
international competitors in both the ceramic and metal fields, many of whom
have resources far in excess of our resources. Tosoh, Williams
Advanced Materials, Kurt Lesker and Heraeus are competing suppliers in regard to
targets. Dowa Chemicals of Japan supplies HTS materials.
Research
and Development
We are
developing sputtering targets for semiconductor applications, which could be
used to produce high K dielectric films via PVD processing. We are
developing Transparent Conductive Oxide (TCO) and transparent dielectric
materials for Thin Film Solar and wide area coating applications. We
focus our research and development efforts in areas that build on our expertise
in multi-component ceramic oxides.
Contract research revenues were
$1,005,708 during 2009 and $157,032 during 2008
.
During
the fourth quarter of 2009 we were notified we had been awarded a grant in the
amount of $775,400 by the Ohio Department of Development’s Third Frontier
Photovoltaic Program (OTFPVP) to commercialize advanced technology for high
power density rotatable ceramic sputtering targets. These targets are
used in the manufacture of thin film photovoltaic solar cells. This
technology will enable manufacturers to operate rotatable sputtering targets at
higher power densities than current technology. The award was subject
to State of Ohio Controlling Board approval as of December 31,
2009. This approval was received and the work on the
contract began in January 2010.
During
the third quarter of 2009 we received notification from the Department of Energy
of an Assistance Agreement in the amount of approximately
$750,000. The award was subsequently reduced to approximately
$650,000. An amount of $117,076 was approved so the work could begin
in the third quarter of 2009. The remaining balance is expected to be
approved during the first quarter of 2010. This grant provides
support for Phase II of a Small Business Innovation Research (SBIR) award
entitled “Homogenous BSCCO-2212 Round Wires for Very High Field Magnet
Applications.” The work on the contract is expected to continue
through August 2011.
We
received notification during the fourth quarter of 2008 from the Ohio Department
of Development’s Third Frontier Advanced Energy Program of an award in the
amount of more than $700,000. This award provides support to
commercialize technologies for the manufacture of rotatable ceramic sputtering
targets for the production of transparent conductive oxide-coated glass used in
manufacturing thin film photovoltaic solar cell panels. The
work on the contract began in January of 2009 and is expected to be completed in
the first quarter of 2011.
During
the third quarter of 2008 we received notification from the Department of Energy
of a Notice of Financial Assistance Award in the amount of approximately
$750,000. The initial $125,000 was formally approved during
2008. The remaining balance was approved in February
2009. This award provides support for Phase II of a Small Business
Innovation Research (SBIR) award entitled “Flux Pinning Additions to Increase Jc
Performance in BSCCO-2212 Round Wire for Very High Field
Magnets.” The work on the contract began during the third quarter of
2008 and is expected to continue through August 2010.
We
received notification during the second quarter of 2008 from the Department of
Energy of a Notice of Financial Assistance Award in the amount of
$99,961. This award provides support for Phase I of an SBIR award
entitled “Homogenous BSCCO-2212 Round Wires for Very High Field Magnet
Applications.” The work on the contract began during the third
quarter of 2008 and was completed during the second quarter of
2009.
During the second quarter of 2007 we
received notification from the Department of Energy of a Notice of Financial
Assistance Award in the amount of $97,900. This award provided
support for Phase I of a Small Business Innovative Research (SBIR) award
entitled “Flux Pinning Additions to Increase Jc Performance in BSCCO-2212 Round
Wire for Very High Field Magnets.” The work on the contract began
during the third quarter of 2007 and was completed during the first quarter of
2008.
We intend
to continue to seek funded research opportunities within our core competencies
that maintain and expand technical understanding within our
company.
We have certain proprietary knowledge
and trade secrets related to the manufacture of ceramic oxide PVD materials and
patents covering some HTS products.
New
Product Initiatives
We
continue to develop TCO target materials for the fast growing Thin Film Solar
market in partnership with both original equipment manufacturers and Thin Film
Solar Cell panel fabricators. Due to our flexibility in manufacturing both
planar and rotatable target material designs, we are able to provide TCO
compositions tailored to customer requests. In addition, we have obtained
a grant from the Ohio Department of Development’s Third Frontier Advanced Energy
Program (TFAEP) to aid us in the commercialization of our rotatable target
production capabilities. The TFAEP grant will enable us to expedite the
expansion of our rotatable target manufacturing capacity to meet anticipated
customer demand.
We are
exploring opportunities in the area of high dielectric constant (Hi-K) gate
dielectrics for solid state memory applications. We have developed
contacts within the R&D departments of several companies developing next
generation memory products and have been supplying materials for their research
efforts. We foresee the development of a market for these
materials as devices continue to shrink in size.
We
continue to pursue research and development opportunities with respect to new
and innovative materials and processes to be used in connection with the
production of Thin Film Batteries. Presently, there are approximately five
manufacturers of Thin Film Batteries in the United States, each in various
stages of development from prototype to commercial activity. In addition
there are several firms and research institutes conducting tests on Thin Film
Batteries. We believe this market may potentially become large with growth
expected during the next two years. There are numerous applications for
Thin Film Batteries, including, but not limited to, active RFID tags, battery on
chip, portable electronics, medical implant devices, and remote sensors.
Given the many potential uses for Thin Film Batteries, we anticipate that the
market for materials it produces will grow in direct correlation to the Thin
Film Battery market itself.
We
currently face competition from other producers of materials used in connection
with the manufacture of Thin Film Batteries. We believe that we have certain
competitive advantages in terms of quality. We intend to actively market
our materials to Thin Film Battery producers in the upcoming year in order to
maintain our strong presence in this market. Currently, we are the leading
supplier of targets to this market.
At
present, we have several customers for the materials we produce for Thin Film
Batteries. Since we have begun producing materials for the Thin Film
Battery market, we have experienced no problems securing the supplies needed to
produce the materials. We do not anticipate supply problems in the near
future. However, changes in production methods and advancing technologies
could render our current products obsolete and new production protocols may
require supplies that are less available in the marketplace, which may cause a
slowing or complete halt to production as well as expanding costs which we may
or may not be able to pass on to our customers.
Intellectual
Property
We have received a patent for
Fine-Particle Bi-Sr-Ca-Cu-O Having High Phase Purity made by a Chemical
Precipitation and Low-Pressure Calcination method from the United States Patent
and Trademark Office. We also have received a patent for a process to join
two individual strongly linked super-conductors utilizing a melt processing
technique.
At
present, we have applied for a patent for the manufacture of a precious metal
composite target that will significantly reduce the amount of precious metal
required to produce such targets that are used in the semiconductor and
photonics industries. We have several customers interested in this
invention and are pursuing both domestic (US) and foreign coverage.
In the
future, we may submit additional patent applications covering various
applications, which have been developed by us. Because the publication of
U.S. patent applications can be delayed for up to one year, they tend to lag
behind actual discoveries and we may not be the first creator of inventions
covered by pending patent applications or the first to file patent applications
for such inventions. Additionally, other parties may independently develop
similar technologies, duplicate our technologies or, if patents are issued to us
or rights licensed by us, design around the patented aspects of any technologies
we developed or licensed.
We rely
on a combination of patent and trademark law, license agreements, internal
procedures and nondisclosure agreements to protect our intellectual
property. Unfortunately, these may be invalidated, circumvented or
challenged. In addition, the laws of some foreign countries in which our
products may be produced or sold may not protect our intellectual property
rights to the same extent as the laws of the United States.
Employees
We had 25
full-time employees as of December 31, 2009. One of these employees
held a PhD in Material Science. We have never experienced work
stoppage and consider our relations with employees to be good. The
employees do not have a bargaining unit.
Environmental
Matters
We handle all materials according to
Federal, State and Local environmental regulations and include
Material Safety Data Sheets (MSDS) with all shipments to customers. We
maintain a collection of MSDS sheets for all raw materials used in the
manufacture of products and maintenance of equipment and insure that all
personnel follow the handling instructions contained in the MSDS for each
material. We contract with a reputable fully permitted hazardous waste
disposal company to dispose of the small amount of hazardous waste materials
generated.
Collections
and Write-offs
We collected receivables in an average
of 26 days in 2009. We have occasionally been forced to write-off
negligible amount of accounts receivable as uncollectible. We
consider credit management critical to our success.
Seasonal
Trends
We have not experienced and do not
expect to experience seasonal trends in future business operations.
We desire
to take advantage of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The following factors have affected or
could affect actual results and could cause such results to differ materially
from those expressed in any forward-looking statements
made. Investors should consider carefully the following risks and
speculative factors inherent in and affecting the business of SCI and an
investment in our common stock.
We
have experienced significant operating losses in the past and may have losses in
the future.
We
reported net loss applicable to common shares of $521,649 for 2009 and net
income applicable to common shares of $100,177 for 2008. For the year
ended December 31, 2009, we had $457,417 in non-cash expenses, which included
$427,139 in non-cash expenses for the following items: stock based compensation
for stock options issued in January of 2009 and charges related to the extension
of the expiration date of common stock warrants in May of 2009. These
non-cash stock based compensation expense included a one time charge of $175,376
for options that vested immediately and ongoing charges of
$175,376. The ongoing non-cash charges will continue through 2010 and
then decline beginning in the first quarter of 2011. The non-cash
financing expense related to the extension of the expiration date of common
stock warrants was a one time charge of $76,387. A deferred tax
benefit was recognized in the amount of $156,000 during 2009. For the
twelve months ended December 31, 2008, we had $77,348 in non-cash stock based
compensation expense. The increase in these non-cash charges of
$380,069 had a material effect on our Statement of Operations in
2009. Our accumulated deficit since inception in 1987 was $7,899,095
at December 31, 2009.
While we were profitable in the three
years prior to 2009, we have financed our historical losses primarily from
additional investments and loans by our major shareholders and private offerings
of common stock and warrants to purchase common stock. We cannot
assure you, however, that we will operate at a profit or that we will be able to
raise additional capital in the future to fund our operations.
We have limited marketing and sales
capabilities.
In 2009 we expanded our marketing reach
into Asia continuing our efforts which began in 2008. We also added a
manufacturing representative for the Korean market and another for the Taiwanese
and Chinese markets. In late 2008, we formed an exclusive
relationship with a manufacturer’s representative in Europe, which we terminated
in January 2010. As previously mentioned, we hired a full time sales
engineer in 2007 to expand our marketing activities, especially in the solar
area of the photonics market and in the semiconductor market. We must
continue to develop appropriate marketing, sales, technical, customer service
and distribution capabilities, or enter into agreements with third parties to
provide these services to successfully market our products. A failure
to develop these capabilities or obtain third-party agreements could adversely
affect us.
Our
success depends on our ability to retain key management personnel.
Our success depends in large part on
our ability to attract and retain highly qualified management, administrative,
manufacturing, sales, and research and development personnel. Due to
the specialized nature of our business, it may be difficult to locate and hire
qualified personnel. The loss of services of one of our
executive officers or other key personnel, or our failure to attract and retain
other executive officers or key personnel could have a material adverse effect
on our business, operating results and financial condition. Although
we have been successful in planning for and retaining highly capable and
qualified successor management in the past, there can be no assurance that we
will be able to do so in the future.
We
may need to seek additional capital in the future, which may reduce the value of
our common stock.
We
reported net loss applicable to common shares of $521,649 for 2009 and net
income applicable to common shares of $100,177 for 2008, and $307,682 for
2007. We incurred operating losses prior to
2006. We could be required to seek additional capital in
the future for growth and working capital purposes. There is no
assurance that new capital will be available or that it will be available on
terms that will not result in substantial dilution or reduction in value of our
common stock. On January 8, 2010, warrant holders exercised 150,000
common stock purchase warrants resulting in proceeds of
$375,000.
Our
competitors have far greater financial and other resources than we
have.
The
market for Physical Vapor Deposition materials is a substantial market with
significant competition in both ceramic and metal materials. While we
believe that our products enjoy certain competitive advantages in design,
function, quality, and availability, considerable competition exists from
well-established firms such as Williams Advanced Materials, Kurt Lesker, Heraeus
and Tosoh, all of which have more financial resources than us. We
cannot provide assurance that developments by others will not render our
products or technologies obsolete or less competitive.
Our revenues
depend on patents and proprietary rights that may not be
enforceable.
We rely on a combination of patent and
trademark law, license agreements, internal procedures and nondisclosure
agreements to protect our intellectual property. These may be
invalidated, circumvented or challenged. In addition, the laws of
some foreign countries in which our products may be produced or sold may not
protect our intellectual property rights to the same extent as the laws of the
United States. Our failure to protect our proprietary information
could adversely affect us.
Rights we have to patents and
pending patent applications may be challenged.
We have received, from the United
States Patent and Trademark Office, a patent for Fine-Particle Bi-Sr-Ca-Cu-O
Having High Phase Purity made by a Chemical Precipitation and Low-Pressure
Calcination method, and have also received a patent for a process to join two
individual strongly linked super-conductors utilizing a melt processing
technique. We have applied for a patent for the manufacture of a
precious metal composite target that will significantly reduce the amount of
precious metal required to produce such targets that are used in the
semiconductor and photonics industries. We have several customers
interested in this invention and are pursuing both domestic (US) and foreign
coverage. In the future, we may submit additional patent applications
covering various applications. The patent application we filed and
patent applications that we may file in the future may not result in patents
being issued, and any patents issued may not afford meaningful protection
against competitors with similar technology, and may be challenged by third
parties.
Because
U.S. patent applications are maintained in secret until patents are issued, and
because publications of discoveries in the scientific or patent literature tend
to lag behind actual discoveries by several months, we may not be the first
creator of inventions covered by issued patents or pending patent applications
or the first to file patent applications for such
inventions. Moreover, other parties may independently develop similar
technologies, duplicate our technologies or, if patents are issued to us or
rights licensed by us, design around the patented aspects of any technologies we
developed or licensed. We may have to participate in interference proceedings
declared by the U.S. Patent and Trademark Office to determine the priority of
inventions, which could result in substantial costs. Litigation may also be
necessary to enforce any patents held by or issued to us or to determine the
scope and validity of others' proprietary rights, which could result in
substantial costs.
The rapid
technological changes of our industry may adversely affect us if we do not keep
pace with advancing technology.
The Physical Vapor Deposition market is
characterized by rapidly advancing technology. Our success depends on
our ability to keep pace with advancing technology and processes and industry
standards. We have focused our development efforts on sputtering
targets. We intend to continue to develop and integrate advances in
the thin film coatings industry. However, our development efforts may
be rendered obsolete by research efforts and technological advances made by
others, and materials other than those we currently use may prove more
advantageous.
Additional
development of our products may be necessary due to uncertainty regarding
development of markets.
Some of our products are in the early
stages of commercialization and we believe that it will be several years before
these products will have significant commercial end-use applications, and that
significant additional development work may be necessary to improve the
commercial feasibility and acceptance of these products. There can be
no assurance that we will be able to commercialize any of the products currently
under development.
To date,
there has been no widespread commercial use of High Temperature Superconductive
(HTS) products. Additionally, the market for the Thin Film Battery
materials is still in its early stages. Some of our materials are in
early stages of development for Thin Film Solar applications. The
Thin Film Solar market is expected to grow significantly during the next few
years.
The market for our common stock is
limited, and as such our shareholders may have difficulty reselling their shares
when desired or at attractive market prices.
Our stock price and our listing may
make it more difficult for our shareholders to resell shares when desired or at
attractive prices. In 2001, our stock began trading on The Over the
Counter Bulletin Board (“OTC Bulletin Board”). Nevertheless, our
common stock has continued to trade in low volumes and at low
prices. Some investors view low-priced stocks as unduly speculative
and therefore not appropriate candidates for investment. Many
institutional investors have internal policies prohibiting the purchase or
maintenance of positions in low-priced stocks. This has the effect of
limiting the pool of potential purchases of our common stock at present price
levels. Shareholders may find greater percentage spreads between bid
and asked prices, and more difficulty in completing transactions and higher
transaction costs when buying or selling our common stock than they would if our
stock were listed on a major stock exchange, such as The New York Stock Exchange
or The Nasdaq National Market.
Our common stock has been subject to
the Securities and Exchange Commission’s “penny stock” regulations, which may
limit the liquidity of common stock held by our
shareholders
.
At the present time, our common stock
trades on the OTC Bulletin Board. Based on its trading price, our
common stock is considered a “penny stock” for purposes of federal securities
laws, and therefore has been subject to regulations, which affected
the ability of broker-dealers to sell our securities. Broker-dealers
who recommend a “penny stock” to persons (other than established customers and
accredited investors) must make a special written suitability determination and
receive the purchaser’s written agreement to a transaction prior to
sale.
If penny stock regulations apply to our
common stock, it may be difficult to trade the stock because compliance with the
regulations can delay and/or preclude certain trading
transactions. Broker-dealers may be discouraged from effecting
transactions in common stock because of the sales practice and disclosure
requirements for penny stock. This could adversely affect the liquidity and/or
price of our common stock, and impede the sale of the common stock in the
secondary market.
Our
Articles of Incorporation authorize us to issue additional shares of
stock.
We are authorized to issue up to
15,000,000 shares of common stock, which may be issued by our board of directors
for such consideration, as they may consider sufficient without seeking
shareholder approval. The issuance of additional shares of common
stock in the future may reduce the proportionate ownership and voting power of
current shareholders.
Our Articles of Incorporation authorize
us to issue up to 260,000 shares of preferred stock. The issuance of
preferred stock in the future could create additional securities which would
have dividend and liquidation preferences prior in right to the outstanding
shares of common stock. These provisions could also impede a
non-negotiated change in control.
We
have not paid dividends on our common stock in the past and do not expect to do
so in the future.
We cannot assure you that our
operations will result in sufficient revenues to enable us to operate at
profitable levels or to generate positive cash flow sufficient to pay
dividends. We have never paid dividends on our common shares in the
past and do not expect to do so in the foreseeable future. We intend
to retain future earnings for use in the business.
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS.
|
Not applicable.
Our office and manufacturing facilities
are located at 2839 Charter Street, Columbus, Ohio, where we occupy
approximately 32,000 square feet. We moved our operations into this
facility in 2004. The lease on the property expires on August 16,
2014. We believe these facilities are in good condition and
will be adequate for our needs for the immediate future. We
anticipate the need for additional manufacturing and warehouse space in
2011.
We are current on all operating lease
liabilities.
|
ITEM
3.
|
LEGAL
PROCEEDINGS.
|
Not
applicable.
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
|
Not applicable.
PART
II
|
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
|
Market
for Common Stock
Our common stock currently trades on
the OTC Bulletin Board under the symbol “SCIA.” The following table
sets forth for the periods indicated the high and low bid quotations for our
common stock.
|
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
|
|
|
|
Fiscal
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended March 31, 2009
|
|
$
|
6.00
|
|
|
$
|
2.75
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended June 30, 2009
|
|
|
3.50
|
|
|
|
2.60
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended September 30, 2009
|
|
|
3.80
|
|
|
|
1.75
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended December 31, 2009
|
|
|
3.75
|
|
|
|
2.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended March 31, 2008
|
|
|
5.90
|
|
|
|
2.50
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended June 30, 2008
|
|
|
5.75
|
|
|
|
3.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended September 30, 2008
|
|
|
6.00
|
|
|
|
4.10
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended December 31, 2008
|
|
|
6.00
|
|
|
|
2.10
|
|
The quotations provided herein may
reflect inter-dealer prices without retail mark-up, markdown, or commissions,
and may not represent actual transactions.
As discussed above, at the present
time, our common stock trades on the OTC Bulletin Board. Based on its
trading price, our common stock is considered a “penny stock” for purposes of
federal securities laws, and therefore has been subject to certain regulations,
which are summarized below.
The Securities Enforcement and Penny
Stock Reform Act of 1990 requires special disclosure relating to the market for
penny stocks in connection with trades in any stock defined as a “penny
stock.” Specifically, Rules 15g-1 through 15g-9 under the Securities
Exchange Act of 1934 (the “Exchange Act”) impose sales practice and disclosure
requirements on NASD broker-dealers who make a market in a “penny
stock.” Securities and Exchange Commission regulations generally
define a penny stock to be an equity security that has a market price of less
than $5.00 per share and is not listed on The NASDAQ SmallCap Stock Market or a
major stock exchange. These regulations affect the ability of broker-dealers to
sell the Company’s securities and also may affect the ability of purchasers of
the
Company’s
common stock to sell their shares in the secondary market.
Under the penny stock regulations, a
broker-dealer selling penny stock to anyone other than an established customer
or “accredited investor,” generally, an individual with net worth in excess of
$1,000,000 or an annual income exceeding $200,000, or $300,000 together with his
or her spouse, must make a special suitability determination for the purchaser
and must receive the purchaser’s written consent to the transaction prior to
sale, unless the broker-dealer or the transaction is otherwise exempt. In
addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the Commission relating to the penny stock market, unless the broker-dealer
or the transaction is otherwise exempt. A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer’s account and
information with respect to the limited market in penny stocks.
As long as the penny stock regulations
apply to the Company’s stock, it may be difficult to trade such stock because
compliance with the regulations can delay and/or preclude certain trading
transactions. Broker-dealers may be discouraged from effecting
transactions in the Company’s stock because of the sales practice and disclosure
requirements for penny stock. This could adversely affect the liquidity and/or
price of the Company’s common stock, and impede the sale of the Company’s
stock.
Holders
of Record
As of December 31, 2009, there were
approximately 460 holders of record of our common stock and 3,571,775 shares
outstanding. There were approximately 50 holders of Series B
Preferred shares and as of December 31, 2009 there were 24,297 shares
outstanding.
Dividends
We have never paid cash dividends on
our common stock and do not expect to pay any dividends in the foreseeable
future. We intend to retain future earnings for use in the
business.
Equity
Compensation Plan Information
The following table sets forth
additional information as of December 31, 2009, concerning shares of our common
stock that may be issued upon the exercise of options, warrants and rights under
our existing equity compensation plans and arrangements, divided between plans
approved by our shareholders and plans or arrangements not submitted to the
shareholders for approval. The information includes the number of
shares covered by, and the weighted average exercise price of, outstanding
options and other rights and the number of shares remaining available for future
grants excluding the shares to be issued upon exercise of outstanding options,
warrants, and other rights.
|
|
|
Number of Securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
|
|
Weighted-average exercise
price of outstanding
options, warrants and rights
(b)
|
|
|
Number of securities
remaining available for
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by security holders
(1)
|
|
|
1,115,750
|
|
|
$
|
4.08
|
|
|
|
13,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
(2)
|
|
|
17,500
|
|
|
$
|
2.88
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,133,250
|
|
|
$
|
4.07
|
|
|
|
13,500
|
|
|
(1)
|
Equity
compensation plans approved by shareholders include our 2006 Stock Option
Plan.
|
(2)
Includes 17,500 stock purchase warrants that can be used to purchase
17,500 shares of our common stock, which were issued by us in exchange for
consideration in the form of goods and services.
|
ITEM
6.
|
SELECTED
FINANCIAL DATA.
|
Not applicable.
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION.
|
Overview
SCI
Engineered Materials, Inc. (“SCI” or the “Company”), formerly Superconductive
Components, Inc., an Ohio corporation, was incorporated in 1987. We
manufacture ceramic and metal sputtering targets for a variety of industrial
applications including: Photonics, Thin Film Solar, Thin Film Battery,
Semiconductor, and, to a lesser extent HTS materials. Photonics
currently represents the largest market for our targets. Thin Film
Solar is an industry that is exhibiting rapid growth and we expect this market
to grow quickly. Thin Film Battery is a developing market where
manufacturers of batteries use our targets to produce very small power supplies
with small quantities of stored energy. Semiconductor is
a developing market for us. We added to our sales staff in late 2007
for the purpose of focusing on opportunities for our products in the Solar
industry. We also added staff to our Technology group during the
second half of 2007 for the development of innovative
products. During the fourth quarter of 2008 we added an exclusive
manufacturer’s representative for Europe, and as mentioned earlier, we
terminated this relationship in January 2010. Late in the second
quarter of 2009 we received an order from a solar customer that was in excess of
$1 million. Nearly the entire amount shipped before December 31,
2009. Late in the fourth quarter this same customer placed another
order greater than $1 million. This entire order is expected to ship
during the first half of 2010.
Executive
Summary
For the
year ended December 31, 2009, we had $457,417 in non-cash expenses, which
included $427,139 in non-cash expenses for the following items: stock based
compensation for stock options issued in January of 2009 and charges related to
the extension of the expiration date of common stock warrants in May of
2009. These non-cash stock based compensation expense included a
one-time charge of $175,376 for options that vested immediately and ongoing
charges of $175,376. These ongoing non-cash charges will continue
through 2010 and then decline beginning in the first quarter of
2011. The non-cash financing expense related to the extension of the
expiration date of common stock warrants was a one time charge of
$76,387. A deferred tax benefit was recognized in the amount of
$156,000 during 2009. For the twelve months ended December 31, 2008, we had
$77,348 in non-cash stock based compensation expense. The increase in
these non-cash charges of $380,069 had a material effect on our Statement of
Operations in 2009.
For the
year ended December 31, 2009, we had revenues of $8,010,235. This was
a decrease of $1,609,660, or 16.7% when compared to 2008. The decline
in total revenue can be attributed to a significant reduction in a high priced
raw material and the economic downturn as customers decreased spending and
reduced inventory levels. After two years of unusually high prices
above the long-term average price of this raw material, the price returned to
its long-term average. On September 17, 2009 we filed a Form 8-K
announcing a major customer informed us that it intended to purchase this high
value raw material directly and ship it to us for
processing. However, since the September 17, 2009 filing the customer
has asked us, at times, to purchase this raw material for
them. Should the customer purchase this raw material on a consistent
basis and ship it to us for processing it is anticipated that it would not
materially impact net income but it would result in lower revenue than previous
periods. Revenue exclusive of this high value raw material increased
approximately $1,241,000, or 29.0% in 2009 versus 2008. Contract
research revenue increased to $1,005,708 for 2009 from $157,032 for 2008, an
increase of $848,676, reflecting the position of our company in key
technologies. This increase in contract research revenue combined
with revenue from new markets helped offset the decrease in our automotive
market revenue.
Gross
profit was $1,869,879 for year ended December 31, 2009 compared to $2,211,477
for 2008. This decrease was due to the lower product revenue
mentioned earlier. Gross margin was 23.3% of total revenues for the
2009 compared to 23.0% in 2008.
Given
current market conditions, we continued to invest in expanding production
capabilities, R&D, marketing and sales. This should allow us to
gain market share now and to be poised to receive large orders in targeted
applications when the current business downturn recovers.
Benefits from these investments have
been orders that were shipped to customers in the Thin Film Solar
industry. The revenue from shipments to the solar industry totaled
more than $2.2 million during 2009 compared to approximately $760,000 during
2008. Late in the second quarter of 2009 we received some orders from
our traditional markets that had been slow during the first six months of 2009.
This led to revenue in the second half of 2009 of $4,798,647, which was an
increase of 49.4% over the first six months. This could be an
indication that restocking inventories or increased business levels began in the
second half of 2009.
For the
year ended December 31, 2009, we had net loss applicable to common shares of
$521,649 compared to net income of $100,177 for 2008. The decrease
can be attributed to additional operating expenses of approximately $191,000
along with the decline in product revenue and gross profit mentioned
above. Non-cash stock based compensation expense increased
approximately $304,000 in 2009 versus 2008. A non-cash financing
expense related to the extension of the expiration date for warrants was
approximately $76,000 and $0 for the twelve months ended December 31, 2009 and
2008, respectively. We recognized a deferred tax benefit of $156,000
in 2009 and $0 in 2008.
Subsequent
to the end of the year, on January 8, 2010 a total of 150,000 common stock
warrants, which were originally in the estates of Dr. Edward R. Funk Sc.D., and
Ingeborg V. Funk, founders of our company, were exercised at a price of $2.50
per share. The cash proceeds received were $375,000.
All of
our employees are committed to fighting through the economic
downturn. During the second quarter and the majority of the third
quarter of 2009 we reduced hours in most departments and members of management
agreed to salary reductions to help reduce costs. Due to the increase
in orders and production, all production personnel returned to full time status
in September of 2009 and management salary reductions were rescinded in October
2009.
During the fourth quarter of 2009 we
were notified we had been awarded a grant in the amount of $775,400 by the Ohio
Department of Development’s Third Frontier Photovoltaic Program (OTFPVP) to
commercialize advanced technology for high power density rotatable ceramic
sputtering targets. These targets are used in the manufacture of thin
film photovoltaic solar cells. This technology will enable
manufacturers to operate rotatable sputtering targets at higher power densities
than current technology. The award was subject to State of Ohio
Controlling Board approval at December 31, 2009. This
approval was received during January 2010.
During the third quarter of 2009 we
received notification from the Department of Energy of an Assistance Agreement
in the amount of approximately $750,000. The award was
subsequently reduced to approximately $650,000. An amount of $117,076
was approved so the work could begin in the third quarter of
2009. The remaining balance is expected to be approved during the
first quarter of 2010. This grant provides support for Phase II of a
Small Business Innovation Research (SBIR) award entitled “Homogenous BSCCO-2212
Round Wires for Very High Field Magnet Applications.” The work on the
contract is expected to continue through August 2011.
In July
2009, the Company was selected by a customer as a subcontractor for an award
recently granted by the Ohio Department of Development. This award is
entitled “Ohio-Based Manufacturing of Thin-Film Photovoltaics” and provides
support for the development of alternate transparent conductive
oxides. The work on the contract began during the third
quarter of 2009 and is projected to be completed during 2010. The
amount of the subcontract work to be performed by the Company is
$125,000.
We
received notification during the fourth quarter of 2008 from the Ohio Department
of Development’s Third Frontier Advanced Energy Program (TFAEP) of an award in
the amount of $708,715. This grant provides support to commercialize
technologies for the manufacture of rotatable ceramic sputtering targets for the
production of transparent conductive oxide-coated glass used in manufacturing
thin film photovoltaic solar cell panels. The work on the
contract began in January of 2009 and is expected to continue through January
2011.
During
the third quarter of 2008 we received notification from the Department of Energy
of a Notice of Financial Assistance Award in the amount of approximately
$750,000. The initial $125,000 was formally approved during
2008. The remaining balance was approved in February
2009. This grant provides support for Phase II of a Small Business
Innovation Research (SBIR) award entitled “Flux Pinning Additions to Increase Jc
Performance in BSCCO-2212 Round Wire for Very High Field
Magnets.” The work on the contract began during the third quarter of
2008 and is expected to continue through August 2010.
We
received notification during the second quarter of 2008 from the Department of
Energy of a Notice of Financial Assistance Award in the amount of
$99,961. This award provided support for Phase I of an SBIR award
entitled “Homogenous BSCCO-2212 Round Wires for Very High Field Magnet
Applications.” The work on the contract began during the third
quarter of 2008 and was completed during the first quarter of 2009.
Orders received in 2009 were
$10,772,584 compared to $11,675,439 in 2008. This decrease can be
attributable to the reduction in the high priced raw material previously
mentioned. Orders exclusive of the high priced raw
material increased $2,103,538, to $7,718,239 or 37.5%.
Results
of Operations
Critical
Accounting Policies
The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States requires
management to make judgments, assumptions and estimates that affect the amounts
reported in the Financial Statements and accompanying notes
.
Note
2 to the Financial Statements in the Annual Report on Form 10-K for the year
ended December 31, 2009 describes the significant accounting policies and
methods used in the preparation of the Financial
Statements. Estimates are used for, but not limited to, the
accounting for the allowance for doubtful accounts, inventory allowances,
property and equipment depreciable lives, patents and licenses useful lives and
assessing changes in which impairment of certain long-lived assets may
occur. Actual results could differ from these
estimates. The following critical accounting policies are impacted
significantly by judgments, assumptions and estimates used in the preparation of
the Financial Statements. The allowance for doubtful accounts is
based on our assessment of the collectability of specific customer accounts and
the aging of the accounts receivable. If there is a deterioration of
a major customer’s credit worthiness or actual defaults are higher than our
historical experience, our estimates of the recoverability of amounts due us
could be adversely affected. Inventory purchases and commitments are
based upon future demand forecasts. If there is a sudden and
significant decrease in demand for our products or there is a higher risk of
inventory obsolescence because of rapidly changing technology and customer
requirements, we may be required to increase our inventory allowances and our
gross margin could be adversely affected. Depreciable and
useful lives estimated for property and equipment, licenses and patents are
based on initial expectations of the period of time these assets and intangibles
will provide benefit to us. Changes in circumstances related to a
change in our business, change in technology or other factors could result in
these assets becoming impaired, which could adversely affect the value of these
assets.
Year
2009 As Compared to Year 2008
Revenues
Revenues
were $8,010,235 in 2009, a decrease of $1,609,660, or 16.7%, from
2008. The decline in total revenue can be attributed to a significant
reduction in a high priced raw material and the economic downturn as customers
decreased spending and reduced inventory levels. After two years of
unusually high prices above the long-term average price of this raw material,
the price returned to its long-term average. On September 17, 2009 we
filed a Form 8-K announcing a major customer informed us that it intended to
purchase this high value raw material directly and ship it to us for
processing. However, since the September 17, 2009 filing the customer
has asked us, at times, to purchase this raw material for
them. Should the customer purchase this raw material on a consistent
basis and ship it to us for processing it is anticipated that it would not
materially impact net income but it would result in lower revenue than previous
periods. Revenue exclusive of this high value raw material increased
approximately $1,241,000, or 29.0% in 2009 versus 2008. Cost changes
for this high value raw material are fully reflected in the final selling price,
which insulates us from market risk associated with the raw
material. We anticipate the cost of this high value raw material will
increase during 2010.
Gross Profit
Gross
profit was $1,869,879 for year ended December 31, 2009 compared to $2,211,477
for 2008. This decrease was due to the lower product revenue
mentioned earlier. Gross margin was 23.3% of total revenues for the
2009 compared to 23.0% in 2008.
Marketing and Sales
Expense
Marketing
and Sales expense for the twelve months ended December 31, 2009 increased 10.3%
to $647,859 from $587,202 for the same period in 2008. The increase
was due to increased non-cash stock based compensation expense of approximately
$43,000, higher expenses related to trade shows of approximately $14,000 as well
as increased commissions to our outside manufacturing sales representatives of
approximately $49,000. A portion of this increase was offset by a
reduction in compensation. Marketing and Sales expense for the three
months ended December 31, 2009 increased 6.6% to $155,303 from $145,648 for the
same period in 2008.
We
anticipate increased trade show expenses in 2010 as we continue to expand our
marketing efforts in foreign markets.
General
and Administrative Expense
General
and administrative expense for the year ended December 31, 2009 increased to
$1,237,672 from $966,979 for the year ended December 31, 2008, or
28.0%. The increase was primarily the result of non-cash stock based
compensation expense of approximately $280,000 compared to approximately $40,000
for 2008, as well as expenses related to Sarbanes Oxley which were approximately
$60,000 for 2009 versus approximately $5,000 for 2008. A portion of
this increase was offset by a reduction in compensation. General and
administrative expense for the three months ended December 31, 2009 increased to
$260,242 from $215,417 for the three months ended December 31, 2008, or
20.8%. The increase was primarily the result of non-cash compensation
expense of approximately $24,000 compared to $4,000 during the fourth quarter of
2008, as well as expenses related to Sarbanes Oxley which were $18,577 for the
three months ended December 31, 2009 versus $0 for the same period in
2008.
Research
and Development Expense
Research
and development expense for the year of 2009 was $314,386 compared to $454,424
for 2008, a decrease of 30.8%. Research and development expense for
the three months ended December 31, 2009 was $49,980 compared to $98,639 for the
same period in 2008, a decrease of 49.3%. The decrease in expense was
a result of compensation that was assigned to Cost of Contract Research of
approximately $60,000 for the fourth quarter of 2009 and $222,000 for the year
ended December 31, 2009. Research and Development Expense would have
increased to approximately $536,000 for the year ended December 31, 2009 had
this expense not been assigned to Cost of Contract Research. We
continue to incur expenses associated with the development efforts in the
Photonic, Thin Film Solar, Thin Film Battery and Semiconductor markets, as well
as our cost share for research expenses related to the SBIRs and Third Frontier
grants.
Interest
income was $6,394 and $24,271 for the years ended December 31, 2009 and 2008,
respectively. Interest income was $706 and $4,527 for the three
months ended December 31, 2009 and 2008, respectively. The
decrease in interest rates reduced the amount of interest earned.
Interest
expense was $108,712 and $102,763 for the years ended December 31, 2009 and
2008, respectively and $24,655 and $23,276 for the three months ended December
31, 2009 and 2008, respectively. The increase was due to additional
capital lease obligations incurred for the purchase of production equipment for
increased production capacity. We received loan proceeds in the
amount of $400,000 from the Ohio Department of Development in
2008. These proceeds were used to reduce the balance on outstanding
capital lease obligations. The favorable interest rate on this loan
(3%) helped offset the interest expense related to new capital lease
obligations.
The
non-cash financing expense associated with the extension of the warrant
expiration date previously mentioned was approximately $76,000 during 2009
versus $0 in 2008.
Income
Tax Benefit
Income
tax benefit for the years ended December 31, 2009 and December 31, 2008 was
$(59,000) and $0 respectively. A deferred tax benefit of
$156,000 and an expense of $97,000 were recorded in 2009.
INCOME
(LOSS) APPLICABLE TO COMMON SHARES
Loss
applicable to common shares was $521,649, or $(0.15) per common share compared
to net income of $100,177, or $0.02 per common share for the twelve months ended
December 31, 2009 and 2008, respectively. The loss or income
applicable to common shares includes net loss or net income from operations and
the accretion of Series B preferred stock dividends. Dividends on the
Series B preferred stock accrue at 10% annually on the outstanding
shares. Accrued dividends on the Series B preferred stock was $24,430
and $24,373 for the years ended December 31, 2009 and 2008,
respectively. Basic net (loss) income per common share before
dividends on preferred stock and based on (loss) income applicable to common
shares was ($0.14) and $0.04 for the twelve months ended December 31, 2009 and
2008, respectively.
The
weighted averaged shares outstanding were 3,562,960 at December 31,
2009. All outstanding common stock equivalents were anti-dilutive for
the twelve months ended December 31, 2009 due to the net loss. Basic
and diluted net income for the twelve months ended December 31, 2008 was $0.03
and $0.02 per common share based on 3,530,486 and 4,035,065 weighted average
shares outstanding, respectively.
The
following schedule represents our outstanding common shares during the period of
2010 through 2019 assuming all outstanding stock options and stock warrants are
exercised during the year of expiration. If each shareholder
exercises his or her options or warrants, it could increase our common shares by
1,672,807 to 5,244,582 by December 31, 2019. Exercise prices for
options and warrants range from $1.00 to $6.00 at December 31,
2009. Assuming all such options and warrants are exercised in the
year of expiration, the effect on shares outstanding is illustrated as
follows:
|
|
|
Options
and
|
|
|
Potential
|
|
|
|
|
Warrants
due
|
|
|
Shares
|
|
|
|
|
to expire
|
|
|
Outstanding
|
|
|
2010
|
|
|
594,557
|
|
|
|
4,166,332
|
|
|
2011
|
|
|
62,500
|
|
|
|
4,228,832
|
|
|
2012
|
|
|
169,000
|
|
|
|
4,397,832
|
|
|
2013
|
|
|
30,250
|
|
|
|
4,428,082
|
|
|
2014
|
|
|
180,000
|
|
|
|
4,608,082
|
|
|
2015
|
|
|
140,000
|
|
|
|
4,748,082
|
|
|
2016
|
|
|
37,000
|
|
|
|
4,785,082
|
|
|
2017
|
|
|
-
|
|
|
|
4,785,082
|
|
|
2018
|
|
|
9,500
|
|
|
|
4,794,582
|
|
|
2019
|
|
|
450,000
|
|
|
|
5,244,582
|
|
Liquidity
and Working Capital
At
December 31, 2009, working capital was $1,555,897 compared to $1,786,360 at
December 31, 2008, a decrease of $230,463. Net cash provided by
operating activities was approximately $262,000 for the twelve months ended
December 31, 2009. Net cash provided by operating activities was
approximately $457,000 for the twelve months ended December 31,
2008. Significant non-cash items including depreciation, accretion
and amortization, stock based compensation expense, financing expense of warrant
extension, deferred taxes, disposal/impairment of equipment, inventory reserve
on excess and obsolete inventory, and allowance for doubtful accounts were
approximately $786,000 and $418,000, for the twelve months ended December 31,
2009 and 2008, respectively. Inventory reserves are established for
obsolete inventory, excess inventory quantities based on our estimate of net
realizable value and for lower-of-cost or market. We believe the
inventory reserve, after its assessment of obsolete inventory, at December 31,
2009, of $49,597 will be adequate for excess inventory and a lower of
cost-or-market analysis. Accounts receivable, inventory,
prepaid expenses and other assets increased approximately $690,000 for the
twelve months ended December 31, 2009. This increase was due to
higher customer prepaid purchase orders. Accounts receivable, inventory, prepaid
expenses and other assets increased approximately $806,000 for the twelve months
ended December 31, 2008. Accounts payable, accrued
expenses and customer deposits increased approximately $663,000 during
2009. The increase was due primarily to customer deposits
received. Accounts payable, accrued expenses and customer deposits
decreased approximately $722,000 during 2008.
Cash of approximately $168,000 and
$140,000 was used for investing activities for the twelve months ended December
31, 2009 and 2008, respectively. The amounts invested were used to
purchase machinery and equipment for increased production capacity, new product
lines and leasehold improvements for the facility. Proceeds on sale
of equipment totaled $0 and $2,000 during 2009 and 2008,
respectively.
Cash of
approximately $385,000 was used for financing activities during the twelve
months ended December 31, 2009. Principal payments to third parties
for capital lease obligations approximated $382,000. Proceeds received from the
exercise of common stock options were $21,206. A cash payment related
to Series B preferred stock dividend was $24,430. We incurred new
capital lease obligations of approximately $556,000 for new production equipment
during 2009.
Cash of
approximately $100,000 was used for financing activities during the twelve
months ended December 31, 2008. Principal payments to third parties
for capital lease obligations approximated $537,000. Proceeds
received from the exercise of common stock warrants were approximately
$68,000. Proceeds received from the exercise of common stock options
were $10,250. Cash payments for services provided for the
registration of common stock were approximately $17,000. A cash
payment related to Series B preferred stock dividend was approximately
$25,000. Proceeds received from The Ohio Department of Development
were $400,000. We incurred new capital lease obligations of
approximately $339,000 for new production equipment during 2008.
While certain of our major shareholders
have advanced funds in the form of subordinated debt, accounts payable and
guaranteeing bank debt in the past, there is no commitment by these individuals
to continue funding us or guaranteeing bank debt in the future. We
will continue to seek new financing or equity financing
arrangements. However, we cannot be certain that it will be
successful in efforts to raise additional new funds.
On January 8, 2010 a total of 150,000
common stock warrants, which were originally in the estates of Dr. Edward R.
Funk Sc.D., and Ingeborg V. Funk, founders of our company, were exercised at a
price of $2.50 per share. The cash proceeds received were
$375,000.
Inflation
We believe that there has not been a
significant impact from inflation on our operations during the past three fiscal
years.
Future
Operating Results
We plan to place some of our larger
purchase commitments for raw materials on an annualized basis because they can
be purchased in larger quantities at reduced prices. In general, we
attempt to limit inventory price increases by making an annual commitment, and
drawing the material either as required, or on a monthly or quarterly
basis. Such annual commitments may reach $500,000 in 2010 and greater
in 2011 depending on sales volume increases. The terms of payment for
such commitments are worked out with the vendor on a case-by-case basis, but in
all cases are cancelable at our discretion without penalty.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
This document contains forward-looking
statements that reflect the views of management with respect to future events
and financial performance. These forward-looking statements are
subject to certain uncertainties and other factors that could cause actual
results to differ materially from such statements. See “Risk Factors”
above. These uncertainties and other factors include, but are not
limited to, the words “anticipates,” “believes,” “estimates,” “expects,”
“plans,” “projects,” “targets” and similar expressions which identify
forward-looking statements. You should not place undue reliance on
these forward-looking statements, which speak only as of the date the statements
were made. We undertake no obligation to publicly update or revise
any forward-looking statements.
|
ITEM 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
Not applicable
|
ITEM 8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
|
Our
balance sheets as of December 31, 2009 and 2008, the related statements of
operations, stockholders’ equity and cash flows for the years ended December 31,
2009 and 2008, together with the independent certified public accountants’
report thereon appear beginning on Page F-1.
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
|
None.
|
ITEM 9A.
|
CONTROLS
AND PROCEDURES.
|
Evaluation
of Disclosure Controls and Procedures
Based on
an evaluation under the supervision and with the participation of our
management, our principal executive officer and principal financial officer have
concluded that the our disclosure controls and procedures as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended ("Exchange Act") were effective as of December 31, 2009 to
ensure that information required to be disclosed in reports that are filed or
submitted under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms and (ii) accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosure.
Inherent
Limitations Over Internal Controls
Our
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial reporting
includes those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures are being made only in accordance
with authorizations of management and directors; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of assets that could have a material effect on the financial
statements.
Management, including our Chief
Executive Officer and Chief Financial Officer, does not expect that our internal
controls will prevent or detect all errors and all fraud. A control system, no
matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of internal controls can provide absolute assurance that all control issues and
instances of fraud, if any, have been detected. Also, any evaluation of the
effectiveness of controls in future periods are subject to the risk that those
internal controls may become inadequate because of changes in business
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management's
Annual Report on Internal Control over Financial Reporting
Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended). Management conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria set forth in
Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). Based on this evaluation,
management has concluded that our internal control over financial reporting was
not effective as of December 31, 2009. The matter involving internal controls
over financial reporting that management considered to be a material weakness
under the standards of the Public Company Accounting Oversight Board (PCAOB) was
insufficient segregation of duties consistent with control
objectives. Management is aware of the risks associated with the lack
of segregation of duties due to the small number of employees currently working
with general administrative and financial matters. Due to our size
and nature, segregation of all conflicting duties may not always be possible and
may not be economically feasible. However, to the extent possible,
the initiation of transactions, the custody of assets and the recording of
transactions should be performed by separate individuals.
In order to remediate this weakness,
we will need to hire additional employees. Although we will
periodically reevaluate this situation, at this point we consider that the risks
associated with such lack of segregation of duties and the potential benefits of
adding employees to segregate such duties are not cost
justified. Until we are able to hire additional employees, we will
continue to report to the Audit Committee and the Board of Directors at least
monthly (and more often as necessary). We believe this will continue
to mitigate this weakness. This reporting includes balance sheets,
statements of operations, statements of cash flows, and other detail supporting
these statements.
Additionally,
there were no changes in our internal controls that could materially affect the
disclosure controls and procedures subsequent to the date of their
evaluation. As a result, no corrective actions were required or
undertaken.
|
ITEM 9B.
|
OTHER
INFORMATION
|
None.
PART
III
|
ITEM
10.
|
DIRECTORS
AND EXECUTIVE OFFICERS OF THE
REGISTRANT.
|
The information required by this item
is included under the captions, “
Election of Directors
,” “
Executive Officers
” and “
Section 16(a) Beneficial Ownership
Reporting Compliance
” in our proxy statement relating to our 2010 Annual
Meeting of Shareholders scheduled to be held on June 9, 2010, and is
incorporated herein by reference.
We have a
Business Conduct Policy applicable to all employees of
SCI. Additionally, the Chief Executive Officer ("CEO") and all senior
financial officers, including the principal financial officer, the principal
accounting officer or controller, or any person performing a similar function
(collectively, the "Senior Financial Officers") are bound by the provisions of
our code of ethics relating to ethical conduct, conflicts of interest, and
compliance with the law. The code of ethics is posted on our website
at http://www.sciengineeredmaterials.com/investors
/main/corpgov.htm.
We intend to satisfy the disclosure
requirement under Item 10 of Form 8-K regarding any amendment to, waiver of, any
provision of this code of ethics by posting such information on our website at
the address and location specified above.
|
ITEM 11.
|
EXECUTIVE
COMPENSATION.
|
The information required by this item
is included under the caption “
Executive Compensation
” in our
proxy statement relating to our 2010 Annual Meeting of Shareholders scheduled to
be held on June 9, 2010, and is incorporated herein by reference.
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
|
The information required by this item
is included under the captions “
Ownership of Common Stock by
Directors and Executive Officers”
and “
Ownership of Common Stock by
Principal Shareholders
” in our proxy statement relating to our 2010
Annual Meeting of Shareholders scheduled to be held on June 9, 2010, and is
incorporated herein by reference.
|
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS.
|
The information required by this item
is included under the caption “
Certain Relationships and Related
Transactions
” in our proxy statement relating to our 2010 Annual Meeting
of Shareholders scheduled to be held on June 9, 2010, and is incorporated herein
by reference.
|
ITEM 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
|
The information required by this item
is included under the caption “
Fees of the Registered independent
public accounting firm for the year ended December 31, 2009”
in our proxy
statement relating to our 2010 Annual Meeting of Shareholders scheduled to be
held on June 9, 2010, and is incorporated herein by reference.
|
ITEM 15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
|
|
Exhibit
|
|
Exhibit
|
|
Number
|
|
Description
|
|
|
|
|
|
3(a)
|
|
Certificate
of Second Amended and Restated Articles of Incorporation of
Superconductive Components, Inc. (Incorporated by reference to Exhibit
3(a) to the Company’s initial Form 10-SB, filed on September 28,
2000)
|
|
|
|
|
|
3(b)
|
|
Restated
Code of Regulations of Superconductive Components, Inc. (Incorporated by
reference to Exhibit 3(b) to the Company’s initial Form 10-SB, filed on
September 28, 2000)
|
|
|
|
|
|
3(c)
|
|
Amendment
to Articles of Incorporation recording the change of the corporate name to
SCI Engineered Materials, Inc. (Incorporated by reference to
Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB filed
November 7, 2007).
|
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|
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|
4(a)
|
|
Superconductive
Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to
Appendix A to the Company’s Definitive Proxy Statement for the 2006 Annual
Meeting of Shareholders held on June 9, 2006, filed May 1,
2006).
|
|
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|
4(b)
|
|
Description
of the Material Terms of the Stock Option Grant and Cash Bonus Plan for
Executive Officers (Incorporated by reference to the Company’s Current
Report on Form 8-K, dated June 19, 2006, filed June 23,
2006)
|
|
|
|
|
|
4(c)
|
|
Form
of Incentive Stock Option Agreement under the Superconductive Components,
Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K dated June 19, 2006, filed
June 23, 2006).
|
|
|
|
|
|
4(d)
|
|
Form
of Non-Statutory Stock Option Agreement under the Superconductive
Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 19,
2006, filed June 23, 2006).
|
|
|
|
|
|
4(e)
|
|
Description
of the Material Terms of the Stock Option Grant for Executive Officers and
Board of Directors (Incorporated by reference to the Company’s Current
Report on Form 8-K dated January 2, 2009, filed January 6,
2009).
|
|
|
|
|
|
10(a)
|
|
Employment
Agreement entered into as of February 26, 2002, between Daniel Rooney and
the Company (Incorporated by reference to Exhibit 10(a) to the Company’s
Registration Statement on Form SB-2 (Registration No. 333-131605), filed
on February 6, 2006, and amended by Pre-effective Amendment No. 1 filed
March 23, 2006)
|
|
|
|
|
|
10(b)
|
|
Lease
Agreement between Superconductive Components, Inc. and Duke Realty Ohio
dated as of September 29, 2003, with Letter of Understanding dated
February 17, 2004 (Incorporated by reference to Exhibit 10(a) to the
Company’s Quarterly Report on Form 10-QSB, filed on March 31,
2004)
|
|
|
|
|
|
10(c)
|
|
Fourth
Amended and Restated 1995 Stock Option Plan (Incorporated by reference to
Exhibit 4(a) to the Company’s Registration Statement on Form S-8
(Registration No. 333-97583), filed on August 2,
2002)
|
|
10(d)
|
|
License
Agreement with Sandia Corporation dated February 26, 1996 (Incorporated by
reference to Exhibit 10(f) to the Company’s Form 10-SB Amendment No. 1,
filed on January 3, 2001)
|
|
|
|
|
|
10(e)
|
|
Nonexclusive
License with The University of Chicago (as Operator of Argonne National
Laboratory) dated October 12, 1995 (Incorporated by reference to Exhibit
10(g) to the Company’s Form 10-SB Amendment No. 1, filed on January 3,
2001)
|
|
|
|
|
|
10(f)
|
|
Nonexclusive
License with The University of Chicago (as Operator of Argonne National
Laboratory) dated October 12, 1995 (Incorporated by reference to Exhibit
10(h) to the Company’s Form 10-SB Amendment No. 1, filed on January 3,
2001)
|
|
|
|
|
|
10(g)
|
|
Ohio
Department of Development Third Frontier Action Fund Award dated February
20, 2004 (Incorporated by reference to Exhibit 10(o) to the Company’s
Annual Report on Form 10-KSB, filed on March 30, 2004)
|
|
|
|
|
|
10(h)
|
|
Description
of the Material Terms of the Superconductive Components, Inc. 2005
Executive Bonus Plan (Incorporated by reference to Exhibit 10 to the
Company’s Current Report on Form 8-K, filed on April 20,
2005)
|
|
|
|
|
|
10(i)
|
|
Form
of Non-Statutory Stock Option Agreement Under the Superconductive
Components, Inc. Fourth Amended and Restated 1995 Stock Option Plan
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K, filed on December 22, 2005)
|
|
|
|
|
|
10(j)
|
|
Department
of Energy Award dated July 21, 2005 (Incorporated by reference to Exhibit
10(k) to the Company’s Registration Statement on Form SB-2 (Registration
No. 333-131605), filed on February 6, 2006, and amended by Pre-effective
Amendment No. 1 filed March 23, 2006)
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10(k)
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Subscription
Agreement between the Company and the Estate of Edward R. Funk, dated
October 14, 2005 (Incorporated by reference to Exhibit 10(o) to the
Company’s Registration Statement on Form SB-2 (Registration No.
333-131605), filed on February 6, 2006, and amended by Pre-effective
Amendment No. 1 filed March 23, 2006)
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10(l)
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Subscription
Agreement between the Company and the Estate of Ingeborg V. Funk, dated
October 14, 2005 (Incorporated by reference to Exhibit 10(p) to the
Company’s Registration Statement on Form SB-2 (Registration No.
333-131605), filed on February 6, 2006, and amended by Pre-effective
Amendment No. 1 filed March 23, 2006)
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10(m)
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Subscription
Agreement between the Company and Robert H. Peitz, dated October 14, 2005
(Incorporated by reference to Exhibit 10(q) to the Company’s Registration
Statement on Form SB-2 (Registration No. 333-131605), filed on February 6,
2006, and amended by Pre-effective Amendment No. 1 filed March 23,
2006)
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10(n)
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Warrant
to purchase common stock of Superconductive Components, Inc. issued to the
Estate of Edward R. Funk, dated October 19, 2005 (Incorporated by
reference to Exhibit 10(r) to the Company’s Registration Statement Form on
SB-2 (Registration No. 333-131605), filed on February 6, 2006, and amended
by Pre-effective Amendment No. 1 filed March 23,
2006)
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10(o)
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Warrant
to purchase common stock of Superconductive Components, Inc. issued to the
Estate of Ingeborg V. Funk, dated October 19, 2005 (Incorporated by
reference to Exhibit 10(s) to the Company’s Registration Statement on Form
SB-2 (Registration No. 333-131605), filed on February 6, 2006, and amended
by Pre-effective Amendment No. 1 filed March 23, 2006)
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10(p)
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Warrant
to purchase common stock of Superconductive Components, Inc. issued to
Robert H. Peitz, effective October 19, 2005 (Incorporated by reference to
Exhibit 10(t) to the Company’s Registration Statement on Form SB-2
(Registration No. 333-131605), filed on February 6, 2006, and amended by
Pre-effective Amendment No. 1 filed March 23, 2006)
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10(q)
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Conversion
Agreement between the Company and the Estate of Edward R. Funk, dated
October 14, 2005 (Incorporated by reference to Exhibit 10(u) to the
Company’s Registration Statement on Form SB-2 (Registration No.
333-131605), filed on February 6, 2006, and amended by Pre-effective
Amendment No. 1 filed March 23, 2006)
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10(r)
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Conversion
Agreement between the Company and the Estate of Ingeborg V. Funk, dated
October 14, 2005 (Incorporated by reference to Exhibit 10(v) to the
Company’s Registration Statement on Form SB-2 (Registration No.
333-131605), filed on February 6, 2006, and amended by Pre-effective
Amendment No. 1 filed March 23, 2006)
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10(s)
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Description
of purchase order received from an existing customer (Incorporated by
reference to the Company’s Current Report on Form 8-K, filed January 24,
2007).
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10(t)
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Ohio
Department of Development Third Frontier Advanced Energy Program Award
(Incorporated by reference to the Company’s Current Report on Form 8-K,
filed December 16, 2008).
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10(u)
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Description
of material terms of Stock Option Agreements with the Company’s Executive
Officers and Board of Directors (Incorporated by reference to the
Company’s Current Report on Form 8-K, filed January 6,
2009).
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10(v)
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Business
Loan Agreement between the Company and The Huntington National Bank, dated
as of January 13, 2009 (Incorporated by reference to the Company’s Current
Report on Form 8-K, filed January 23, 2009).
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10(w)
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Description
of material modification to rights of security holders of common stock
purchase warrants set to expire in 2009 (Incorporated by reference to the
Company’s Current Report on Form 8-K, filed May 7,
2009).
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10(x)
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Description
of Purchase Order received from a new customer (Incorporated by reference
to the Company’s Current Report on Form 8-K, filed June 22,
2009).
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10(y)
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Description
of information received from a customer regarding customer’s intent to
purchase material (Incorporated by reference to the Company’s Current
Report on Form 8-K, filed September 17, 2009).
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10(z)
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Notification
from the Ohio Department of Development Third Frontier Photovoltaic
Program of grant to be awarded dated December 17, 2009 (Incorporated by
reference to the Company’s Current Report on Form 8-K, filed December 22,
2009).
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99.1
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Press
Release dated February 17, 2010, entitled “SCI Engineered Materials, Inc.,
Reports Fourth Quarter and Full-Year 2009 Results.”
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23
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*
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Consent
of Independent Registered Accounting Firm
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24
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*
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Powers
of Attorney.
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31.1
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*
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Rule
13a-14(a) Certification of Principal Executive Officer.
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31.2
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*
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Rule
13a-14(a) Certification of Principal Financial Officer.
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32.1
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*
|
Section
1350 Certification of Principal Executive Officer.
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32.2
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*
|
Section
1350 Certification of Principal Financial
Officer.
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* Filed
herewith
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.
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SCI
ENGINEERED MATERIALS, INC.
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Date: February
17, 2010
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By:
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/s/ Daniel Rooney
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Daniel
Rooney, Chairman of the Board of
Directors,
President and Chief Executive
Officer
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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 indicated on
the 17
th
day of
February 2010.
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Signature
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Title
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/s/ Daniel Rooney
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Chairman
of the Board of Directors, President, and
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Chief
Executive Officer
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(principal
executive officer)
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/s/ Gerald S. Blaskie
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Vice
President and Chief Financial Officer
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Gerald
S. Blaskie
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(principal
financial officer and principal accounting
officer)
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Robert J. Baker*
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Director
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Robert
J. Baker
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Edward W. Ungar*
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Director
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Edward
W. Ungar
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Robert H. Peitz*
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Director
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Robert
H. Peitz
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Walter J. Doyle*
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Director
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Walter
J. Doyle
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*By:
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/s/ Daniel
Rooney
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Daniel
Rooney,
Attorney-in-Fact
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