FCCC, Inc. was incorporated under the laws of the state of Connecticut on May 6, 1960 under the name The First Connecticut S Investment Company. The Company changed its name to The First Connecticut Capital Corporation on January 27, 1993, and then to FCCC, Inc. on June 4, 2003. The Company maintains its principal executive offices at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut. FCCC is authorized to issue 22,000,000 shares of common stock, without par value. The Company currently has 1,423,382 shares of common stock issued and outstanding.
Prior to June 30, 2003, the Company was engaged in the mortgage banking business. As more fully discussed below, FCCC has had limited operations since June 30, 2003. Such operations consist of a search for an appropriate transaction such as a merger, acquisition or other business combination with an operating business or other appropriate financial transaction.
History
The Company originally operated as a federally licensed s investment company under the S Investment Act of 1958 and was registered as an investment company under the Investment Company Act of 1940. The business of the Company consisted of providing long-term loans to finance the growth, expansion and development of small business concerns.
On August 15, 1990, the Company filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court. On October 18, 1991, the Company filed a plan of reorganization (the “Plan”) with the United States Bankruptcy Court. The Plan was confirmed as of January 9, 1992. Under the Plan, the Company was required to surrender its license to operate as a s investment company.
On June 29, 1993, the Company’s application for de-registration under the Investment Company Act of 1940 was approved by the Securities and Exchange Commission.
On December 15, 1993, the Company sold substantially all of its outstanding investment portfolio as part of a bankruptcy plan. Also as part of this transaction, restrictions under the Plan regarding the Company’s lending activities were waived.
The Company was granted a license by the State of Connecticut Department of Banking to engage in business as a First Mortgage Loan-Lender/Broker on April 8, 1994. The Company was also licensed by the State of Connecticut as a Second Mortgage Lender/Broker.
On December 28, 1994, the United States Bankruptcy Court issued a final decree closing the Chapter 11 case of the Company.
As noted above, the Company was engaged in the mortgage banking business from 1994 until June 2003. On July 11, 2003, the Company consummated the sale, as of June 30, 2003, of all of the operating assets and liabilities (excluding cash and certain deferred tax assets) of the Company’s mortgage business (the “Asset Sale”) to FCCC Holding Company, LLC pursuant to the terms of an Asset Purchase Agreement dated June 28, 2002, as amended, for an aggregate adjusted purchase price of $1,137,000. Simultaneously with the closing of the Asset Sale, the Company consummated the sale of an aggregate of 250,000 shares of its Common Stock, at a price of $1.00 per share, and five-year Warrants to purchase 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, subject to adjustment, at a purchase price of $.01 per Warrant, to Bernard Zimmerman, the current President and Chief Executive Officer of the Company, and Martin Cohen, the current Chairman of the Board and Treasurer of the Company, or their affiliates, pursuant to the terms of a Stock Purchase Agreement dated June 28, 2002, as amended (the “Stock Sale”). The Company’s shareholders approved these transactions on June 3, 2003.
Current Business
As a result of the Asset Sale, the Company has limited operations. The Company’s operations consist of a search for a merger, acquisition or business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations. At this time, the Company has no arrangements or understandings with respect to any potential merger, acquisition or business combination candidate.
It is anticipated that opportunities may come to FCCC’s attention from various sources, including its management, its stockholders, professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. At this time, FCCC has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities for it. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if management deems it in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.
The Company has not restricted its search to any particular business, industry, or geographical location. In evaluating a transaction, the Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single factor.
It is impossible to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of FCCC with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, the present management and stockholders of the Company may not have control of a majority of the voting shares of FCCC following a reorganization or other financial transaction. As part of such a transaction, FCCC’s existing directors may resign and new directors may be appointed. The Company’s operations following its consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.
The Company may also be subject to increased governmental regulation following a transaction; however, it is impossible to predict the nature or magnitude of such increased regulation, if any.
The Company will continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.
Competition
FCCC is in direct competition with many entities in its efforts to locate a suitable transaction. Included in the competition are business development companies, venture capital firms, s investment companies, venture capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management consultant firms and private individual investors. Many of these entities possess greater financial resources and are able to assume greater risks than those which FCCC could consider. Many of these competing entities also possess significantly greater experience and contacts than FCCC’s management. Moreover, FCCC also competes with numerous other companies similar to it for such opportunities.
Employees
The Company currently has no employees. The Company has three executive officers, two of whom have consulting arrangements with the Company. Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC will have any full-time or other employees, except as may be the result of completing a transaction.
Prior to June 30, 2003, the Company was engaged in the mortgage banking business. As more fully discussed below, FCCC has had limited operations since June 30, 2003. Such operations consist of a search for an appropriate transaction such as a merger, acquisition or other business combination with an operating business or other appropriate financial transaction.
History
The Company originally operated as a federally licensed s investment company under the S Investment Act of 1958 and was registered as an investment company under the Investment Company Act of 1940. The business of the Company consisted of providing long-term loans to finance the growth, expansion and development of small business concerns.
On August 15, 1990, the Company filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court. On October 18, 1991, the Company filed a plan of reorganization (the “Plan”) with the United States Bankruptcy Court. The Plan was confirmed as of January 9, 1992. Under the Plan, the Company was required to surrender its license to operate as a s investment company.
On June 29, 1993, the Company’s application for de-registration under the Investment Company Act of 1940 was approved by the Securities and Exchange Commission.
On December 15, 1993, the Company sold substantially all of its outstanding investment portfolio as part of a bankruptcy plan. Also as part of this transaction, restrictions under the Plan regarding the Company’s lending activities were waived.
The Company was granted a license by the State of Connecticut Department of Banking to engage in business as a First Mortgage Loan-Lender/Broker on April 8, 1994. The Company was also licensed by the State of Connecticut as a Second Mortgage Lender/Broker.
On December 28, 1994, the United States Bankruptcy Court issued a final decree closing the Chapter 11 case of the Company.
As noted above, the Company was engaged in the mortgage banking business from 1994 until June 2003. On July 11, 2003, the Company consummated the sale, as of June 30, 2003, of all of the operating assets and liabilities (excluding cash and certain deferred tax assets) of the Company’s mortgage business (the “Asset Sale”) to FCCC Holding Company, LLC pursuant to the terms of an Asset Purchase Agreement dated June 28, 2002, as amended, for an aggregate adjusted purchase price of $1,137,000. Simultaneously with the closing of the Asset Sale, the Company consummated the sale of an aggregate of 250,000 shares of its Common Stock, at a price of $1.00 per share, and five-year Warrants to purchase 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, subject to adjustment, at a purchase price of $.01 per Warrant, to Bernard Zimmerman, the current President and Chief Executive Officer of the Company, and Martin Cohen, the current Chairman of the Board and Treasurer of the Company, or their affiliates, pursuant to the terms of a Stock Purchase Agreement dated June 28, 2002, as amended (the “Stock Sale”). The Company’s shareholders approved these transactions on June 3, 2003.
Current Business
As a result of the Asset Sale, the Company has limited operations. The Company’s operations consist of a search for a merger, acquisition or business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations. At this time, the Company has no arrangements or understandings with respect to any potential merger, acquisition or business combination candidate.
It is anticipated that opportunities may come to FCCC’s attention from various sources, including its management, its stockholders, professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. At this time, FCCC has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities for it. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if management deems it in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.
The Company has not restricted its search to any particular business, industry, or geographical location. In evaluating a transaction, the Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single factor.
It is impossible to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of FCCC with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, the present management and stockholders of the Company may not have control of a majority of the voting shares of FCCC following a reorganization or other financial transaction. As part of such a transaction, FCCC’s existing directors may resign and new directors may be appointed. The Company’s operations following its consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.
The Company may also be subject to increased governmental regulation following a transaction; however, it is impossible to predict the nature or magnitude of such increased regulation, if any.
The Company will continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.
Competition
FCCC is in direct competition with many entities in its efforts to locate a suitable transaction. Included in the competition are business development companies, venture capital firms, s investment companies, venture capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management consultant firms and private individual investors. Many of these entities possess greater financial resources and are able to assume greater risks than those which FCCC could consider. Many of these competing entities also possess significantly greater experience and contacts than FCCC’s management. Moreover, FCCC also competes with numerous other companies similar to it for such opportunities.
Employees
The Company currently has no employees. The Company has three executive officers, two of whom have consulting arrangements with the Company. Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC will have any full-time or other employees, except as may be the result of completing a transaction.
