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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
FOR THE TRANSITION PERIOD FROM TO
--------- ---------
COMMISSION FILE NUMBER: 000-23-661
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ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
MICHIGAN 38-3317208
------------------------------ ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
30142 WIXOM ROAD
WIXOM, MICHIGAN 48393
----------------------------------------
(Address of principal executive offices)
(248) 960-9009
-------------------------
(Issuer's telephone number)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equities as of the latest practicable date: 8,006,061 Common Shares
outstanding and 3,671,239 Common Share Purchase Warrants outstanding as of
August, 1, 2002.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [ X ]
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2002
(WHOLE DOLLARS)
(Unaudited)
JUNE 30, DECEMBER 31,
2002 2001
------------ ------------
ASSETS
Cash and Cash Equivalents .................................................. $ 11,618 $ 83,041
Restricted Cash ............................................................ 8,661 292,845
Accounts Receivable, net of allowance for doubtful accounts of $53,000 ..... 1,212,992 1,115,365
Inventory .................................................................. 2,159,641 1,066,528
Other Current Assets ....................................................... 143,884 108,054
------------ ------------
TOTAL CURRENT ASSETS ................................................... 3,536,796 2,665,833
Property and Equipment, net ................................................ 1,831,871 1,716,224
Restricted Cash ............................................................ -- 264,056
Intangible Assets .......................................................... 347,356 245,810
Other Non-current Assets ................................................... 167,634 245,491
Goodwill ................................................................... 920,745 920,745
------------ ------------
TOTAL ASSETS .......................................................... $ 6,804,402 $ 6,058,159
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Short Term Borrowings ...................................................... $ 780,570 $ 546,560
Notes Payable .............................................................. 197,572 276,966
Accounts Payable ........................................................... 1,643,978 1,159,383
Accrued Liabilities ........................................................ 286,837 586,096
------------ ------------
TOTAL CURRENT LIABILITIES ............................................. 2,908,957 2,569,005
LONG TERM LIABILITIES ................................................. 834,574 892,543
SHAREHOLDERS' EQUITY:
Common Shares, no par value, 8,006,061 and 7,197,390 issued and
outstanding ................................................................ 11,501,387 10,349,865
Common Share Purchase Warrants, 3,671,239 and 3,625,000 issued and
outstanding ................................................................ 288,900 251,150
Accumulated Deficit ........................................................ (8,729,416) (8,004,404)
------------ ------------
3,060,871 2,596,611
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............................ $ 6,804,402 $ 6,058,159
============ ============
The accompanying notes are an integral part of the consolidated
financial statements
2
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
(WHOLE DOLLARS)
(Unaudited)
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, 2002 JUNE 30, 2001 JUNE 30, 2002 JUNE 30, 2001
------------- ------------- ------------- -------------
SALES ............................. $ 2,562,594 $ 2,173,188 $ 5,007,924 $ 4,422,500
Cost of Sales ..................... 2,298,477 1,913,803 4,532,156 3,903,843
----------- ----------- ----------- -----------
GROSS PROFIT .................... 264,117 259,385 475,768 518,657
Selling, General and Administrative 618,365 596,708 1,146,234 1,134,749
----------- ----------- ----------- -----------
OPERATING LOSS .................... (354,248) (337,323) (670,466) (616,092)
Interest Expense, net ............. 24,550 18,424 54,546 25,341
----------- ----------- ----------- -----------
NET LOSS ........................ $ (378,798) $ (355,747) $ (725,012) $ (641,433)
=========== =========== =========== ===========
Average shares outstanding ........ 7,804,934 5,641,589 7,547,469 5,454,474
BASIC AND DILUTED LOSS PER SHARE ... $ (.05) $ (.06) $ (.10) $ (.12)
The accompanying notes are an integral part of the consolidated
financial statements.
3
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30 2001
(WHOLE DOLLARS)
(Unaudited)
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS ............................................. $ (725,012) $ (641,433)
Adjustments To Reconcile Net Loss To Net Cash Used For
Operating Activities:
Depreciation and Amortization ..................... 188,616 173,422
Compensation Recognized for Stock Options ......... 25,000 123,039
Changes in Assets and Liabilities:
Decrease (Increase) in Accounts Receivable ........ (97,627) (50,868)
Decrease (Increase) in Inventory .................. (1,093,113) (70,604)
Decrease (Increase) in Other Assets ............... 42,027 (115,323)
Increase (Decrease) in Accounts Payable ........... 484,595 68,648
Increase (Decrease) in Other Liabilities .......... (299,259) 6,182
----------- -----------
Changes in Assets and Liabilities ............ (963,377) (161,965)
----------- -----------
CASH USED IN OPERATING ACTIVITIES ........... (1,474,773) (506,937)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in Restricted Cash Equivalents ........... 548,240 --
Purchase of Equipment ............................. (294,602) (326,541)
Purchase of Intangible Assets and Patent
Licensing Fees .............................. (61,207) --
----------- -----------
CASH USED IN INVESTING ACTIVITIES ........... 192,431 (326,541)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowing on line of credit ......... 5,014,208 194,623
Payments on line of credit ........................ (4,780,198) --
Payments on Notes Payable ......................... (137,363) (62,176)
Issuance of Common Shares ......................... 1,114,272 518,097
----------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES ...... 1,210,919 650,544
INCREASE (DECREASE) IN CASH .......................... (71,423) (182,844)
CASH AT BEGINNING OF PERIOD .......................... 83,041 210,801
----------- -----------
CASH AT END OF PERIOD ................................ $ 11,618 $ 27,957
=========== ===========
Supplemental Cash Flow Disclosure:
Interest Paid ................................... $ 57,117 $ 30,217
The accompanying notes are an integral part of the consolidated
financial statements.
4
ROCKWELL MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Rockwell Medical Technologies, Inc. (the "Company") manufactures, sells and
distributes hemodialysis concentrates and other ancillary medical products and
supplies used in the treatment of patients with End Stage Renal Disease "ESRD".
The Company supplies medical service providers who treat patients with kidney
disease. The Company's products are used to cleanse patients' blood and replace
nutrients lost during the kidney dialysis process. The Company primarily sells
its products in the United States.
The Company is regulated by the Federal Food and Drug Administration under
the Federal Drug and Cosmetics Act, as well as by other federal, state and local
agencies. Rockwell Medical Technologies, Inc. has received 510(k) approval from
the FDA to market hemodialysis solutions and powders. The Company also has
510(k) approval to sell its Dri-Sate Dry Acid Concentrate product line and its
Dri-Sate Mixer.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements of the Company include the accounts of
Rockwell Medical Technologies, Inc. and its wholly owned subsidiary, Rockwell
Transportation, Inc. All intercompany balances and transactions have been
eliminated.
In the opinion of management, all necessary adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation have
been included. The operating results for the three and six month periods ended
June 30, 2002 are not necessarily indicative of the results to be expected for
the year ending December 31, 2002.
A description of the Company's significant accounting policies can be found
in the footnotes to the Company's annual consolidated financial statements for
the year ended December 31, 2001 included in its Annual Report on Form 10-KSB
dated April 1, 2002.
The Company has adopted Statement of Financial Accounting Standards No. 142
("SFAS 142"), "Goodwill and Other Intangible Assets". SFAS 142 no longer
requires amortization of goodwill but it requires goodwill to be tested for
impairment at adoption of SFAS 142 and annually thereafter by using a fair-value
based approach. In accordance with the transition provisions of SFAS 142, the
Company ceased amortizing goodwill in the first quarter of 2002. Total goodwill,
net of accumulated amortization, was $920,745 at June 30, 2002 and December 31,
2001. Amortization expense related to goodwill in 2001 was $165,025. The Company
has also completed its transitional impairment test and has determined that no
reserve for impairment of goodwill is required.
3. LINE OF CREDIT
As of March 28, 2001, the Company entered into a $2,000,000 revolving
credit loan facility with a financial institution. Under the terms of the credit
facility, the loan has an initial sublimit of $1,000,000. The two year loan
facility is secured by the Company's accounts receivable and other assets. The
Company is obligated to pay interest at the rate of two percentage points over
the prime rate, plus other fees aggregating .25% of the loan balance. As of June
30, 2002, the Company's outstanding borrowings were $780,570 under this loan
facility.
5
4. NOTES PAYABLE AND LONG-TERM LIABILITIES
On August 15, 2001, the Company entered into an agreement with a financial
institution for a $1,000,000 equipment line of credit secured by equipment
purchased with the proceeds from borrowings on this line of credit. The lease
agreement calls for monthly payments of principal and interest of $20,884 based
on an interest rate of 8.37% over a sixty month term which commenced on April 1,
2002. The equipment line of credit has been fully utilized for the purchase of
new equipment.
The Company repaid a note payable to a landlord during the three months
ended March 31, 2002 related to leasehold improvements which had a remaining
principal balance of $103,518 as of December 31, 2001. The note was paid off
through the use of restricted cash. The remaining balance of restricted cash of
$8,661 secures a letter of credit related to a lease with a landlord.
5. COMMON STOCK
During the second quarter of 2002, the Company conducted a private
placement of its Common Shares which commenced in April 2002. Pursuant to that
offering, in the second quarter of 2002, the Company issued 462,393 Common
Shares and 46,239 Common Stock Purchase Warrants for which it received gross
proceeds of $770,950 and realized $702,000 after expenses related to the
offering. Investors in the offering received unregistered Common Shares which
may not be resold for a period of one year following the date they are acquired.
The Company engaged placement agents on a best efforts basis for which the
agents are entitled to 10% of gross proceeds raised by the placement agent.
During the first quarter of 2002, the Company completed a private placement
of its Common Shares which commenced in May 2001. Pursuant to that offering, in
the first quarter of 2002 the Company issued 247,480 Common Shares for which it
received gross proceeds of $380,400 and realized $347,000 after expenses related
to the offering. Investors in the offering received unregistered Common Shares
which may not be resold for a period of one year following the date they are
acquired. The Company engaged placement agents on a best efforts basis for which
the agents are entitled to 10% of gross proceeds raised by the placement agent.
During the first quarter of 2002, the Company issued options to acquire
59,083 Common Shares to legal advisors to the Company in exchange for past and
future legal services rendered. These options, which were immediately exercised
by the legal advisors, had a fair market value of $86,050 at the time of
issuance. The Company is amortizing $50,000 of the fair value of options over
the expected future services; the remaining $36,050 satisfied an outstanding
obligation of the Company. Similarly, the Company issued options to acquire
35,715 Common Shares to a scientific advisor to the Company. These options were
immediately exercised and had a fair market value of $50,000 at the time of
issuance.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002
Sales in the second quarter of 2002 were $2,562,594 and were 17.9% higher
than the second quarter of 2001. Unit volume growth in the Company's concentrate
product lines accounted for the majority of the revenue increase in the second
quarter of 2002. Acid concentrate sales increased 15% while sales of bicarbonate
products were up 12% in the second quarter of 2002 compared to the second
quarter of 2001. Ancillary sales growth increased substantially in the
6
second quarter of 2002 with the majority due to new products including blood
tubing and a new line of fistula needles which were first introduced by the
Company during the first quarter of 2002. Growth in ancillary products
represented about 22% of the Company's growth in the second quarter of 2002
compared to the second quarter of 2001. Freight revenue remained at
approximately the same level as the second quarter of 2001 despite higher
utilization of the Company's truck fleet for delivery of the Company's products
reducing their availability for backhaul revenue.
Gross profit in the second quarter was $264,100 and was at approximately the
same level as the second quarter of 2001. During 2001, the Company increased its
productive capacity with the addition of new manufacturing equipment and two new
manufacturing facilities. These two new facilities, each in excess of 51,000
square feet replaced the Company's previous facility which was under 35,000
square feet. As a result of these changes the Company's overall operating costs
were increased. These increased costs have been partially offset by increased
revenue. The Company's gross profit margins decreased 1.6 percentage points to
10.3% in the second quarter of 2002 as compared to the same quarter in 2001. The
Company believes that the new equipment, the new facilities and improved
proximity to customers will increase its efficiency and gross profit margins in
the future. In addition, the Company anticipates that gross profit margins will
improve to the extent the Company's sales volumes increase.
Selling, General and Administrative (SG&A) costs in the second quarter of
2002 increased by 3.6% compared to the second quarter of 2001. Overall, SG&A
expense decreased by 3.3% of sales from 27.4% of sales in the second quarter of
2001 to 24.1% of sales in the second quarter of 2002. As a result of the
adoption of Statement of Financial Accounting Standards No. 142 ("SFAS 142"),
"Goodwill and Other Intangible Assets, the Company ceased recording goodwill
amortization in the first quarter of 2002. During the second quarter of 2001,
the Company recorded goodwill amortization of $41,250. The Company also recorded
a $50,000 expense related to its former manufacturing facility permitting the
landlord to retain the Company's security deposit in settlement of claims for
repairs made by the landlord.
Interest expense, net of interest income was $24,550 in the second quarter of
2002 and increased $6,125 over the second quarter of 2001. Increased interest
expense was due to financing related to the Company's line of credit and for
interest on a note payable related to manufacturing equipment acquired by the
Company.
Net Loss aggregated ($378,798) which was higher than the year earlier quarter
by $23,052 primarily due to a $50,000 expense in the second quarter of 2002
related to settlement of claims for a leased facility it exited in the second
quarter of 2001. Loss per share of ($.05) per share in the second quarter of
2002 was $.01 lower than the second quarter of 2001 with all of the improvement
due to an increase in the number of Common Shares outstanding.
Sales for the first six months of 2002 were $5,007,924 and increased 13.2%
over the first half of 2001. Increased sales volumes of the Company's
concentrate product lines were the primary drivers generating the overall sales
improvement. Similarly, the Company's ancillary product sales increased
substantially with new product sales for blood tubing and fistula needles
generating the majority of the ancillary sales growth. The Company's freight
revenue for the six month period declined approximately $16,000 due to increased
utilization of its truck fleet in making deliveries of the Company's products as
compared to performing as common carriers.
The Company realized increases in all of its product lines with a 16%
increase in acid concentrate sales in the first half of 2002 as compared to the
first half of 2001. In addition, bicarbonate product line sales increased 7.6%
over the first half of 2001 with strong sales of the Company's SteriLyte(TM)
Liquid Bicarbonate contributing more than half of the bicarbonate product sales
growth as a result of a 60% unit volume increase. Overall, bicarbonate powder
sales growth comparisons over the prior year were affected by a substantial
order from a competitor in the first half of 2001 which did not recur.
In comparison with the first half of 2001, the Company realized substantial
growth in its ancillary products business with ancillary product sales up over
19% with the majority of the increase due to sales from new product lines.
7
During the first half of 2002, the Company introduced blood tubing into its
product offering and a new line of fistula needles. These new products were the
catalyst behind the majority of the increase in ancillary sales.
Gross profit margins decreased by 2.2% of sales from the first half of 2001,
largely as a result of adding additional plant capacity to support anticipated
growth in the Company's dialysis concentrate powder product lines. In July of
2001, the Company relocated its Midwest facility to a new 52,000 square foot
manufacturing facility in Wixom, Michigan. During the third quarter of 2001, the
Company commenced operations in its Grapevine, Texas facility. Increased costs
for these facilities were partially offset by additional revenue. However, gross
profit decreased by $42,900 as compared to the first half of 2001 largely due to
higher operating costs for the new facilities including depreciation which
increased $86,000 over the first half of 2002. The Company installed new
production equipment in both facilities during the first quarter of 2002 that it
believes will provide it with the productive capacity to efficiently process
increased sales volumes and increase manufacturing efficiency in the future. In
addition, the Company anticipates that gross profit margins will improve to the
extent the Company's sales volumes increase.
SG&A costs in the first six months of 2002 increased 1% over the first six
months of 2001. Overall, SG&A expense as a percentage of sales decreased by 2.8
percentage points from 25.7% of sales in the first quarter of 2001 to 22.9% of
sales in the first quarter of 2002. The Company incurred expenses related to the
development of its dialysate iron product, including amortization of licensing
fees, consulting, patent fees and legal costs which aggregated $40,000 in the
first half of 2002 which were included in SG&A costs. The Company also recorded
a $50,000 expense related to its former manufacturing facility which permitted
the landlord to retain the Company's security deposit in settlement of claims
for repairs made by the landlord.
As a result of the adoption of SFAS 142, the Company ceased recording of
goodwill amortization in the first quarter of 2002. During the first six months
of 2001, the Company recorded goodwill amortization of $82,500.
Interest expense, net of interest income was $54,500 in the first six months
of 2002 and increased $29,200 over the first half of 2001. Increased interest
expense was due to financing related to the Company's line of credit and for
interest on a note payable related to manufacturing equipment acquired by the
Company.
Net Loss aggregated ($725,012) which was higher than the first six months of
2002 by $83,600. Loss per share of ($.10) per share in the first six months of
2002 was $.02 lower per share than the ($.12) per share loss in the first half
of 2001. Reported loss per share in the first six months of 2002 would have been
($.03) per share higher without an increase in the number of Common Shares
outstanding.
LIQUIDITY AND CAPITAL RESOURCES
The Company has utilized cash since its inception and anticipates that it
will require additional cash to fund its development and operating requirements.
The Company has incurred operating losses since inception. During the first half
of 2002, the Company raised net equity funding aggregating $1,110,000. The
Company anticipates that it will continue to require cash to fund its operations
and develop its business. In addition, the Company has commenced several
strategic initiatives that will require additional capital resources.
The Company's long term strategy is to expand its operations to serve
dialysis providers both in North America and abroad. The Company believes that
it has sufficient manufacturing capacity to achieve a profitable level of
operations. The Company believes that it may be able to expand existing customer
relationships to a level where it may become profitable.
In order to fund the working capital and capital expenditure requirements
to achieve a profitable level of operations and to continue to execute its new
product development strategy, the Company will require additional financing. The
Company recently obtained the global rights covering patents related to the
delivery of water soluble iron in its dialysate products. The Company is seeking
FDA approval for these products which will include clinical trials. The Company
8
estimates the cost to fund its new product development efforts will be between
$2,000,000-$3,000,000 over the next 1-3 years. The Company is attempting to
raise the capital required to fund these strategic initiatives and to expand its
operations through either debt or equity financing arrangements. The Company has
identified potential sources of financing and is currently in negotiations with
potential lenders and investors; however, there can be no assurance that the
Company will be successful in raising additional funds through either equity or
debt financing arrangements. If the Company is not successful in raising
sufficient funds, its ability to continue these product development efforts and
to reach a profitable level of operations will be jeopardized.
In 2001, the Company entered into a working capital line with Heller
Healthcare Finance, now "GE Healthcare Finance" for a $2 million working capital
line of credit secured by the Company's accounts receivable and other assets.
The working capital line has a sub-limit of $1 million and is expandable to $2
million. As of June 30, 2002, the Company had outstanding borrowings of $780,570
under this line of credit.
In 2001, the Company entered into a $1 million note payable with GE
Healthcare Finance for the purchase of equipment for its two new manufacturing
facilities. During the first quarter of 2002, the Company completed its capital
spending plan to upgrade its new plants funded by the proceeds from this note
payable. The Company does not currently have plans for any additional material
plant capital spending for production equipment.
During the first half of 2002, the Company had received equity funding of
approximately $1,110,000. In addition, the Company is currently in negotiation
with potential lenders and investors with respect to additional funding.
There can be no assurance that the Company will be able to achieve the
planned efficiencies and increase its sales levels and market share to sustain
its operations. There can be no assurance that the Company has sufficient funds
should the business plans not yield the expected results. These factors, among
others, raise substantial doubt about the Company's ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount or classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has adopted SFAS 142. SFAS 142 no longer requires amortization
of goodwill, but it requires goodwill to be tested for impairment at adoption of
SFAS 142 and annually thereafter by using a fair-value based approach. In
accordance with the transition provisions of SFAS 142, the Company ceased
amortizing goodwill in the first quarter of 2002. Total goodwill, net of
accumulated amortization, was $920,745 at June 30, 2002 and December 31, 2001.
Amortization expense related to goodwill in 2001 was $165,025. The Company has
also completed its transitional impairment test and has determined that no
reserve for impairment of goodwill is required.
9
PART II -- OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
During the second quarter of 2002, the Company conducted a private placement
of its Common Shares which commenced in April 2002. The offer and sale of the
above common shares were exempt from the registration requirements of the
Securities Act of 1933 (the "Act") under Section 4(2) of the Act and the safe
harbor contained in Rule 506 of Regulation D promulgated under the Act. This
offering of common shares was limited to persons qualifying as "Accredited
Investors" under Regulation D under the Act. Investors in the offering received
unregistered Common Shares which may not be resold for a period of one year
following the date they are acquired. Pursuant to that offering, in the second
quarter of 2002, the Company issued 462,393 Common Shares and 46,239 Common
Share Purchase Warrants for which it received gross proceeds of $770,950 and
realized $702,000 after expenses related to the offering. The Company engaged
placement agents on a best efforts basis for which the agents are entitled to
10% of gross proceeds raised by the placement agent. During the quarter ended
June 30, 2002, placement agents earned and were paid $36,295.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of its shareholders held June 4, 2002, the
shareholders re-elected Mr. Kenneth L. Holt to the board of directors for a
three year term expiring in 2005. Votes cast in favor were 6,349,158 while votes
cast against were 8,100. Mr. Ronald D. Boyd continues to serve as a Class I
director with a term expiring in 2004 and Mr. Robert L. Chioini continues to
serve as a Class III director with a term expiring in 2003.
No other matters were submitted to a vote of the shareholders at the annual
meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification of the Chief Executive Officer, dated August 14,
2002, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Chief Financial Officer, dated August 14,
2002, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
None
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Registrant)
Date: August 14, 2002 /s/ ROBERT L. CHIOINI
--------------------------------
Robert L. Chioini
President, Chief Executive
Officer and Director (Principal
Executive Officer)
Date: August 14, 2002 /s/ THOMAS E. KLEMA
-------------------------------
Thomas E. Klema
Vice President of Finance, Chief
Financial Officer, Treasurer and
Secretary (Principal Financial
Officer and Principal Accounting
Officer)
11
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Certification of the Chief Executive Officer, dated August 14,
2002, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Chief Financial Officer, dated August 14,
2002, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.