SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K-A
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One:)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For the transition period from ____________ to ____________
Commission file number: 000-21326
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Anika Therapeutics, Inc.
Employee Savings and Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Anika Therapeutics, Inc.
236 West Cummings Park
Woburn, MA 01801
(781) 932-6616
ANIKA THERAPEUTICS, INC.
EMPLOYEE SAVINGS & RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 and 1998
1999 1998
INVESTMENTS (Notes 2, 3, 5)
Participant directed, at fair value -
Money market fund $ 136,666 $ 85,703
Employer common stock 402,361 370,565
Mutual funds 1,402,960 944,818
Participant loans 100,232 79,444
---------- ----------
Total investments 2,042,219 1,480,530
CONTRIBUTIONS RECEIVABLE 13,351 9,973
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $2,055,570 $1,490,503
========== ==========
The accompanying notes are an integral part of these statements.
F-1
ANIKA THERAPEUTICS, INC.
EMPLOYEE SAVINGS & RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
1999
--------
Interest & dividends $ 99,884
Contributions by:
Employees 237,138
Employer 160,142
Rollover distributions, net (51,835)
--------
Total contributions 449,115
--------
Total additions 548,999
--------
Less:
Distributions to former participants 244,408
--------
Net increase (decrease) before realized gains and losses 304,591
Net realized and unrealized investment gains and losses 260,477
--------
Net increase in net assets 565,068
Net assets available for benefits, beginning of year 1,490,502
--------
Net assets available for benefits, end of year $ 2,055,570
===========
The accompanying notes are an integral part of this statement.
F-2
Anika Therapeutics, Inc.
Employee Savings & Retirement Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
GENERAL
The Anika Therapeutics, Inc. Employee Savings and Retirement Plan (the Plan),
established July 1, 1993 and as amended and restated effective January 1, 1998,
is a defined contribution plan under which substantially all employees who are
at least age 21 and are regularly scheduled to perform 1,000 hours of service in
a Plan year, are eligible to participate. The Plan is intended to assist Anika
Therapeutics, Inc. (the Employer) in its efforts to attract and retain competent
employees. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
BENEFITS PAID
Benefits under the Plan are payable upon normal (after age 65) or early (after
age 55) retirement, death, disability, severe financial hardship or termination
of service, and are based on the balance in the participant's account.
Distributions of vested account balances will be made in the form of a single
lump-sum payment or in some other optional form of payment, as defined in the
Plan.
ADMINISTRATION
The Plan is administered by the Retirement Committee, which is appointed by the
Employer's Board of Directors (the Board). Two members of the Employer's senior
management have been appointed by the Board to serve as trustees of the Plan.
Information about the Plan agreement, such as provisions for allocations to
participants' accounts, vesting, benefits and withdrawals is contained in the
Summary Plan Description. Copies of this document are available from the
Retirement Committee. Retirement Alliance, Inc. has been appointed as record
keeper of the Plan.
ADMINISTRATIVE EXPENSES
All investment-related expenses for the years ended December 31, 1999 and 1998
were charged against Plan earnings. Substantially all other expenses were paid
by the Employer.
F-3
CONTRIBUTIONS
Participants may elect to defer, subject to certain limitations, from 1 percent
to 13 percent of annual compensation as contributions to the Plan. The Employer
makes matching contributions of 100% of each contributing participant's deferred
contribution up to 5% of each participant's salary. The Plan allows for the
Board to authorize additional contributions allocated to participants based on
salary. During the year ended December 31, 1999, there were no additional
contributions authorized.
VESTING
Participants employed prior to October 1, 1996 are 100 percent vested in their
entire account balance at all times. Participants employed on or after October
1, 1996 are immediately vested in their voluntary contributions plus actual
earnings thereon. Vesting in the employer matching contributions and profit
sharing contributions are based on years of credited service and are subject to
the following vesting schedule:
Years of Credited Vested
Service Interest
1 20%
2 40%
3 60%
4 80%
5 100%
The nonvested portion of a participant's account at the time of termination is
used to offset future Employer contributions.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Employer may terminate
the Plan at any time, either wholly or partially, by notice in writing to the
participants. Upon termination, participant accounts will become 100 percent
vested. The Employer may temporarily discontinue contributions to the Plan,
either wholly or partially, without terminating the Plan.
F-4
2. USE OF ESTIMATES AND SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions to and deductions from the net assets
available for benefits during the reporting period. Actual results could differ
from those estimates.
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan are presented on the accrual
basis of accounting.
VALUATION OF INVESTMENTS
MUTUAL FUNDS - The fair value of the participation units in mutual funds is
based on the quoted redemption value on the last business day of the year.
EMPLOYER COMMON STOCK - This investment consists of the Employer's common stock,
which is valued at the last reported sale price during the year as reported on
Nasdaq.
The fair value of individual investments that represent 5 percent or more of the
Plan's net assets available for benefits as of December 31, 1999 or 1998, are
summarized as follows:
1999 1998
---- ----
Employer common stock $402,361 $370,565
Baron Asset Fund 123,858 135,108
Invesco Industrial Income Fund 117,014 57,660
GAM International Fund 311,356 89,675
Janus Fund 334,571 177,102
Neuberger & Berman Guardian Fund 102,938 250,975
20th Century Ultra Fund 162,727 74,918
Schwab S&P 500 Index Fund 163,675 95,255
Schwab Retirement Money Market Fund 139,950 85,703
F-5
During the year ended December 31, 1999, the Plan's investments appreciated in
fair value as follows:
Amount
----------
Mutual funds $186,081
Employer common stock 74,396
--------
Total realized and unrealized appreciation in value of investments $260,477
========
3. INVESTMENT PROGRAMS
FUND OPTIONS
As of December 31, 1999 and 1998, contributions to the Plan are invested in one
or more of 11 separate investment options at the direction of each participant.
The investment options are: (1) Chas. Schwab Retirement Money Market Fund, (2)
Strong Short Term Bond Fund, (3) Founders Balanced Fund, (4) Invesco Industrial
Income Fund, (5) Schwab S&P 500 Index Fund, (6) Janus Fund, (7) 20th Century
Ultra Fund, (8) Baron Asset Fund, (9) GAM International Fund, (10) Neuberger and
Berman Guardian Fund and (11) Anika Therapeutics, Inc. common stock.
In the accompanying statements of net assets available for benefits as of
December 31, 1999 and 1998, all of the mutual funds are aggregated for
presentation purposes and the Employer stock and money market fund are shown
individually.
INVESTMENT INCOME AND EXPENSES
Each participant's account shall be allocated the investment income and expenses
of each fund based on the value of each participant's accounts in each fund, in
proportion to the total value of all accounts in each fund, taking into account
any contributions to or disbursements from the participant's account. General
expenses of the Plan not attributable to any particular fund shall be allocated
among participants' accounts in proportion to the value of each account, taking
into consideration the participant's contributions and distributions.
F-6
PARTICIPANT LOANS
A participant may, with the approval of the trustees, borrow from his or her own
account a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of the participant's vested account balance. Participants may not have
more than one loan outstanding at any time. Loans, which are repayable biweekly
over periods generally up to five years, are collateralized by notes and by a
security interest in the borrower's vested account balance. The loans bear
interest at the rate of prime plus 2 percent, determined at the time the loan is
approved.
4. FEDERAL INCOME TAX STATUS
The plan obtained its latest determination letter on July 10, 1995, in which the
Internal Revenue Service stated that the Plan was in compliance with the
applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended and restated since receiving the determination letter. However, the
Plan's management believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
F-7
5. SUPPLEMENTAL SCHEDULE
The following supplemental schedule of assets held for investment is included as
a required schedule under ERISA.
SCHEDULE 1
IDENTITY AND DESCRIPTION OF ISSUES: VALUE
----------------------------------- -----
Participant directed
Chas. Schwab Retirement Money Market Fund $ 136,666
Mutual funds -
Strong Short Term Bond Fund 55,135
Founders Balance Fund 31,686
Invesco Industrial Income Fund 117,014
Schwab S&P 500 Index Fund 163,675
Neuberger & Berman Guardian Fund 102,938
Janus Fund 334,571
20th Century Ultra Fund 162,727
Baron Asset Fund 123,858
GAM International Fund 311,356
---------
Total mutual funds 1,402,960
---------
Employer common stock 402,361
Participants loans (bearing interest at rates ranging between 9.75
and 10.5 percent) 100,232
---------
Total Investments $2,042,219
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F-8
REQUIRED INFORMATION
Item 4. Plan financial statements and schedule for the year ended December 31,
1999, prepared in accordance with the financial reporting requirements of ERISA.
PAGE NUMBER
IN THIS REPORT
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Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 F-1
Statement of Changes in Net Assets Available for Benefits for
the year ended December 31, 1999 F-2
Notes to Financial Statements F-3
Supplemental Schedule:
Schedule I: Schedule of Assets held for Investment as of December 31, 1999 F-8
Signature
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees have duly caused this annual report to be signed on their
behalf by the undersigned hereunto duly authorized.
Anika Therapeutics, Inc.
Employee Savings and Retirement Plan
By: /s/ Douglas R. Potter
-------------------------------
Douglas R. Potter, Trustee
Dated: June 29, 2001