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2
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Posters
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Posts (Today)
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Posts (Total)
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48
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Created
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08/06/09
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Type
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Free
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Personal Care Products, Skin and Hair Care, Body and Bath
Quality American Made Products
The Hydron Difference
Share Structure
A/S........30,000,000
O/S.......19,621,176 a/o August ,2010
Float.....11,632,000
PAR VALUE... 0.01
| Name and Address of |
| Amount and Nature of |
| Approximate |
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| Beneficial Owner |
| Beneficial Ownership |
| Percent of Class |
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| Richard Banakus |
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| 3,594,300 | 1 |
| 17.53 | % |
| Karen Gray |
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| 116,000 | 2 |
| 1.0 | % |
| Ronald J. Saul |
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| 6,838,536 | 3 |
| 30.77 | % |
| David Pollock |
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| 1,000,000 | 4 |
| 5.10 | % |
| Donna Murphy |
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| 271,600 | 5 |
| 1.38 | % |
| All directors and executive |
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| officers as a group (5 persons) |
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| 11,548,836 | 6 |
| 49.77 | % |
Hydron Technologies, Inc. (“the Company”), a New York corporation organized on January 30, 1948, maintains its principal office in St. Petersburg, Florida.
Through September 30, 2008, Hydron Technologies, Inc. marketed a broad range of cosmetic and oral health care products, many using a moisture-attracting ingredient (the “Hydron® polymer”) and a topical delivery system for active ingredients including pharmaceuticals. The Company holds U.S. and international patents on, what management believes is, the only known cosmetically acceptable method to suspend the Hydron polymer in a stable emulsion for use in personal care/cosmetic products. The Company also developed other personal care/cosmetic products for consumers using its patented technology.
The Company has also developed a super-oxygenation technology for which it was granted a patent in November 2003. This patent covers the process of applying a liquid, containing pure oxygen micro-bubbles to the surface of the skin such that the oxygen penetrates the skin and oxygenates the underlying tissue. On January 10, 2005, the Company attended a Pre-Investigational Device Exemption meeting with the FDA in the belief that a clear pathway for safety and clinical research requirements could be determined at that time; however, a defined methodology could not be agreed upon. As a result of that meeting, and in consideration of the Company’s limited working capital, management decided to refocus its efforts on non-medical technologies. The Company continues to believe that its tissue oxygenation technology has significant potential.
On November 11, 2008, the Company entered into certain agreements with Brand Builders International, LLC, a Delaware limited liability company (“Harezi”) effective October 1, 2008, relating to a joint venture between the Company and Harezi to be formed as Brand Builders Rx, LLC, a Delaware limited liability company (the “Joint Venture”). The Joint Venture was formed for the purpose of designing, marketing, selling, and managing certain technologies and products including, but not limited to, those contributed by the Company.
Brand Builders International was founded by Ilonka Harezi, the driving force behind Teslar Technology and the Philip Stein Teslar watches. The new Joint Venture, was intended to combine the expertise of the two entities for the re-positioning and re-launching of the Hydron named brands, utilizing the marketing and distribution expertise of Ilonka Harezi, her success with the Teslar brand and her Brand Builders International team.
During the past several years the Company has attempted to expand its sales through various marketing efforts. The Company was unable to finance these marketing initiatives from internally generated cash flow alone and when required, raised the needed capital through a number of private placements in its effort to remain solvent. Up to and through 2008, the negative cash position became critical and the Company’s Board of Directors weighed a wide variety of alternatives, including bankruptcy, assignment for the benefit of creditors, the selling of assets and/or potential mergers with other parties. Only the merger option was deemed to provide any potential benefit to existing shareholders.
The Company began discussions with Ilonka Harezi and one other interested prospective investor during the first calendar quarter of 2008. Because of the limited financial resources of the Company, the Company was unable to engage an outside placement agent and instead relied on leads obtained from the officers and directors of the Company. These discussions failed because, at that time the Company’s balance sheet and substantially negative cash flow were significant liabilities that offset the potential value the Company would contribute to a merger. A subsequent discussion with another potential merger partner failed for similar reasons.
As conditions deteriorated, the Company was faced with the possibility of immediate bankruptcy, which would have effectively eliminated all shareholder equity.
The Company’s Board of Directors sought ways to quickly and decisively protect shareholder value. Talks were reopened with Ms. Harezi and initial terms to create a 50/50% LLC were agreed upon in principle.
Hydron Technologies, Inc
Notes to Consolidated Financial Statements (unaudited)
June 30, 2010 and 2009
Assets assigned to the joint venture consisted of the following:
| Trade accounts receivable | $ | (12,000 | ) |
| Inventories |
| 457,601 |
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| Prepaid expenses |
| 19,737 |
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| Property and equipment, net |
| 108,036 |
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| Intangible assets, net |
| 128,359 |
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| Deposits |
| 5,699 |
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| Accounts Payable |
| (72,252 | ) |
| Deferred revenues |
| (65,247 |
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| Accrued liabilities |
| (27,998 | ) |
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| 541,935 |
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| Loss on discontinued assets |
| (51,632 | ) |
| Assets assigned to joint venture |
| 490,303 |
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| Cash contributed |
| 200,000 |
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| Investment in joint venture | $ | 690,303 |
The Company had a net loss from continuing operations of $61,484 for the nine months ended June 30, 2010, representing a decrease of $603,073 or 91% from the net loss of $664,557 for the nine months ended June 30, 2009, primarily as a result of the factors discussed above.
The Company had a net loss from discontinuing operations of $0 for the nine months ended June 30, 2010, representing a decrease of $51,632 or 100% compared to $51,632 for the nine months ended June 30, 2009. This decrease was due to the Company discontinuing operations due to the formation of the joint venture.
PER 10-K
The 2003 Stock Plan was approved at the November 15, 2004 shareholders’ meeting. The aggregate number of shares that may be issued under the Plan cannot exceed 15% of the total outstanding shares. As of September 30, 2009, the number of Securities for future issuance under the 2003 Stock Plan was 2,363,176 and 159,100 for all previous plans
Hydron Continuing Operations
The Company’s continuing operations include:
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| 1. | Its 50% investment in the Joint Venture |
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| 2. | Its ownership and licensing of its patented intellectual property |
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| 3. | Its majority ownership of the Partnership |
Listed below are the directors and executive officers of the Company as of September 30, 2009:
Richard Banakus, age 63, has served as Chairman, Interim President and a director of the Company since June 1995 and as Interim President of the Company since September 19, 1997. From April 1991 to the present, Mr. Banakus has been a private investor with interests in a number of privately and publicly held companies. From July 1988 through March 1991, he was managing partner of Banyan Securities, Larkspur, California, a securities brokerage firm that he founded.
Karen Gray, age 51, has served as a director of the Company from December 1997 to October 23, 2009. On October 23, 2009 Ms. Gray notified the Company’s board of directors of her decision to resign from the board of directors due to her decision to travel extensively. She was a consultant to the Company on marketing and communications matters from November 1996 to December 1999. Ms. Gray has over 17 years of management experience in marketing communications in various capacities with various companies. From 1993 to November 1996, Ms. Gray served as Vice President, Corporate Communications, of the Company. From June 1992 to November 1993, Ms. Gray served as President of MarCom Associates, Inc., a marketing communications company that she founded.(resigned)
Ronald J. Saul, age 62, has served as a director of the company since January 2003. From September 1992 to the present, Mr. Saul has been a financial consultant. From October 1985 through August 1992, Mr. Saul was the Treasurer and Vice President of National Intergroup, a multi company holding company. From November 1970 to September 1985, Mr. Saul held various accounting and financial positions with National Intergroup Inc. and its predecessor company, National Steel Corporation.
Donna M. Murphy, age 48, has served as a director of the company since January, 2009. Ms Murphy is a principal of Decern, Inc., the information networking company behind the Who Do I Use? product. From 2005 to 2008, Ms. Murphy worked in local and global workforce development as Managing Director of the Adecco Institute, a global think tank that studied global workforce trends, and Chief of Staff for the Massachusetts Department of Workforce Development. From 1987 to 2005, Ms Murphy worked in senior management positions for ITT (Chief Operating Officer of ITT New Media), 3Com (Vice President of Asia Pacific IT) and Decern, Inc (Managing Director).
Regis J. Synan, age 55 , has served as a director of the Company since October 23, 2009. Mr. Synan is the owner of a small Industrial Manufacturing firm in Pittsburgh, Pa. He is very active in his local community by serving on various Boards of non profit organizations.
There are no family relationship between any of the executive officers and directors. Each director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified
Testimonials
This is a picture of myself and my 12 year old granddaughter, Taitum, on my wedding day 5 months ago. August 29,2010.(I have three children and 9 grandchildren) I am 57 years old and have been using Hydron since my late 30's.I had tried just about every face product on the market when I finally discovered Hydron. My skin felt amazing and there was no turning back.There are no other products on the market like Hydron. I always have people ask what I use. And when I was 50 I was carded in a bar!! Hydron delivers on their promises.In the body care, my favorite product is the Botanical Body Mist. It leaves you smooth and the scent is one that has people asking you "what are you wearing?".
Everyone I meet asks what I use for skin care, from age 32 on & on & on & on. Always the question "How old are you"? Since I don't think chronologically; dwelling on age .is not in my nature. LIVE, LOVE, LAUGH. Under the light in a dental office I've been asked what I use. My answer is rather simplistic. "I've used Hydron products religiously for over 20 years. They started it, and copy cats (hydro, this that & the other) can't cut it. Since moisture is most important for your skin, there is no better in my estimation, than Hydron. Their products are incredible. I tried all of them in the beginning, then settled on what I liked best for my skin. Even my neck looks Great! When I recommend, I do tell people to use to cover, not slather, and you'll look great. It really does adjust to all skin types. They don't force you to buy as others do (hate that), Do yourself the biggest favor and keep using it; the rewards will be yours.
