FCIC FCCC Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Fiscal Year Ended March 31, 2015

 

or

 

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the
	Transition Period From ________ to ________.

 

Commission file number 001-08589

 

FCCC, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Connecticut		06-0759497
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
3502 Woodview Trace, STE 200 Indianapolis, Indiana		46268
(Address of principal executive offices)		(Zip Code)

 

(317) 860-8210

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ¨ No x

 

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

 

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-accelerated Filer	¨	Smaller Reporting Company	x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

 

State issuer’s revenues for its most recent fiscal year ended March 31, 2014: Less than $1,000.

 

As of September 30, 2014 the aggregate market value of the issuer’s common stock held by non-affiliates of the issuer was approximately $1,384,409 based on an average of the closing bid and ask prices for that period, which was equal to $0.400 per share.

 

As of June 26, 2015, the registrant had 3,461,022 shares of common stock issued and outstanding.

 

 

 

FCCC, INC.

ANNUAL REPORT ON FORM 10-K

 

Table of Contents

 

			Page
PART I
ITEM 1.	Business			4
ITEM 1A.	Risk Factors			6
ITEM 1B.	Unresolved Staff Comments			6
ITEM 2.	Properties			6
ITEM 3.	Legal Proceedings			6
ITEM 4.	Mine Safety Disclosures			6
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			7
ITEM 6.	Selected Financial Data			8
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			8
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk			9
ITEM 8.	Financial Statements			10
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			21
ITEM 9A.	Controls and Procedures			21
ITEM 9B.	Other Information			21
PART III
ITEM 10.	Directors, Executive Officers, and Corporate Governance			22
ITEM 11.	Executive Compensation			24
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			25
ITEM 13.	Certain Relationships, Related Transactions and Director Independence			26
ITEM 14.	Principal Accountant Fees and Services			26
PART IV
ITEM 15.	Exhibits			27
SIGNATURES				28

 

2

 

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

 

This annual report on Form 10-K and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend”, “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

 

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

 

Any forward-looking statement made by us in this annual report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

3

 

PART I

 

Item 1. Business.

 

General

 

FCCC, Inc. (OTC.QB “FCIC”) was incorporated under the laws of the State of Connecticut on May 6, 1960 under the name The First Connecticut Small Business 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 3502 Woodview Trace, Suite 200, Indianapolis, Indiana, Telephone Number 317-860-8210. FCCC is authorized to issue 22,000,000 shares of common stock, no par value. The Company had 3,461,022 shares of common stock issued and outstanding at March 31, 2015.

 

The Company has had limited operations since June 30, 2003 and is a “shell company” as defined in Rule 13b-2 of the Exchange Act. Such operations consist of a search for appropriate transactions such as a merger, acquisition, reverse merger or other business combination with an operating business or other appropriate financial transaction. See “Current Business” below.

 

Change of Control

 

On June 27, 2014, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 1,900,000 shares (the “Shares”) of Common Stock for aggregate cash consideration equal to $380,000. The Shares represent approximately 54.9% of the issued and outstanding shares of the Company’s Common Stock as of the date of this Information Statement. The sale closed on July 11, 2014.

 

In connection with the entry into the Purchase Agreement, on June 27, 2014, our Board of Directors elected each of Frederick L. Farrar, Daniel R. Loftus and Fred J. Merritt to serve as directors of the Company effective as of the later of (a) 10 days after the mailing of this Information Statement to our stockholders and (b) a “closing” under the Purchase Agreement (such event, the “Change of Control”). Separately, each of our then current directors and officers resigned from all positions with our Company, also effective as of the Change of Control.

 

Current Business

 

Since June 2003, the Company’s operations consist of a search for a merger, acquisition, reverse merger or a 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. Accordingly during this period we do not expect to achieve sufficient income to offset our operating expenses, resulting in operating losses that may require us to use and thereby reduce our limited cash balance. Until we compete a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, we expect to incur a loss of between $15,000 to $18,000 for the first quarter and thereafter of between $10,000 to $12,000 per quarter. The increase in first quarter expenses relates to a Company audit and tax return. At this time, the Company has no arrangements or understandings with respect to any potential merger, acquisition, reverse merger or business combination candidate pursuant to which it may become an operating company.

 

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 such arrangements are deemed to be 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 potential transaction, the Company analyzes all available factors and makes a determination based on a composite of available facts, without reliance on any single factor.

 

4

 

It is not possible at this time 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 reorganization or other financial transaction. As part of such a transaction, some or all of 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 not possible at this time to predict the nature or magnitude of such increased regulation, if any.

 

The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.

 

The payment of any cash distributions is subject to the discretion of the Company’s Board of Directors. At this time the Company has no plans to pay any additional cash distributions in the foreseeable future.

 

Competition

 

FCCC is in direct competition with many other entities in its efforts to locate a suitable transaction. Included in the competition are business development companies, SPAC’s, venture capital firms, small business 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 and Consultants

 

The Company currently has two executive officers. Frederick Farrar serves as Chief Executive Officer and Chief Financial Officer. Daniel R. Loftus serves as Secretary.

 

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.

 

5

 

Available Information

 

Members of the public may read and copy any materials we file with the SEC at its Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports and information statements and other information about us and other issuers that file electronically at http://www.sec.gov.

 

Item 1A. Risk Factors.

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties.

 

None.

 

Item 3. Legal Proceedings.

 

We are not aware of any legal proceeding to which any director or officer or any of their affiliates is a party adverse to our Company or in which such persons have a material interest adverse to our Company.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

6

 

PART II

 

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities.

 

Price Range of Common Stock

 

The Company’s common stock is quoted and traded on the OTCQB, administered by OTC Markets Group, LLC and the bid and ask prices of the Company’s stock are quoted under the symbol “FCIC.” The following are the low and high prices for the Company’s common stock during the fiscal years ended March 31, 2015 and 2014 as quoted on the OTCQB. The information shown below was obtained from OTC Markets Group, LLC.

 

Period		Low				High
Fiscal Year ended March 31, 2015
First Quarter		$	0.110			$	0.611
Second Quarter		$	0.331			$	0.560
Third Quarter		$	0.235			$	0.400
Fourth Quarter		$	0.235			$	0.290
Fiscal Year ended March 31, 2014
First Quarter		$	0.110			$	0.170
Second Quarter		$	0.100			$	0.310
Third Quarter		$	0.120			$	0.250
Fourth Quarter		$	0.120			$	0.250

 

On June 26, 2015, the closing price per share of our common stock, as reported on the OTCQB, was $0.250. As of the same date, our common stock was held by 782 shareholders of record.

 

Transfer Agent

 

The transfer agent of the Company’s common stock is Computershare.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Services

 

We have issued no unregistered securities within the period covered by this report, which have not been previously reported on Form 10-Q or Form 8-K.

 

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

 

We have not repurchased any shares of our common stock during the fiscal years ended March 31, 2015 and 2014.

 

7

 

Item 6. Selected Financial Data.

 

Not applicable.

 

Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.

 

The following discussion of our financial condition and results of operations should be read in conjunction with the selected historical consolidated financial data and consolidated financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K.

 

General

 

The Company has limited operations and is actively seeking merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. For further information on the Company’s plan of operation and business, see Item I, Current Business. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur a loss of between $15,000 to $18,000 for the first quarter and thereafter of between $10,000 to $12,000 per quarter. The increase in first quarter expenses relates to a Company audit and tax return.

 

On June 27, 2014, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 1,900,000 shares (the “Shares”) of Common Stock for aggregate cash consideration equal to $380,000. The Shares represent approximately 54.9% of the issued and outstanding shares of the Company’s Common Stock as of the date of this Information Statement. The sale closed on July 11, 2014.

 

Results Of Operations And Financial Condition

 

During the year ended March 31, 2015, the Company had a loss from operations of $72,000. The loss is attributable to the operating, administrative and legal expenses incurred during the year. During the year ended March 31, 2014, the loss from operations was $43,000.

 

The increase in the loss for the year ended March 31, 2015 is attributable to:

 

(A) An increase in legal, operating and administrative expenses of $29,000 in the year ended March 31, 2015. This increase is primarily due to additional amounts expended with respect to the Purchase Agreement, which includes an increase of $12,000 in consulting fees payable under the consulting agreement entered into in conjunction with the Securities Purchase Agreement, the newly enacted OTCQB listing fee of $7,500 and adjustments to accounts payable, accrued expenses and prepaids.

 

(B) Taxes paid in the years ended March 31, 2015 and 2014 were $-0- in both years.

 

8

 

Liquidity and Capital Resources

 

Stockholders’ equity as of March 31, 2015 was $336,000 as compared to $28,000 at March 31, 2014. The increase is attributable to the proceeds from the sale of shares pursuant to the Purchase Agreement.

 

The Company had cash on hand at March 31, 2015 of $337,000 as compared to $42,000 at March 31, 2014. The increase in cash on hand is attributable to the proceeds from the sale of shares pursuant to the Purchase Agreement.

 

The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.

 

The payment of any cash distribution or dividend is subject to the discretion of the Company’s Board of Directors. At this time the Company has no plans to pay any cash distributions or dividends in the foreseeable future.

  

Off-Balance Sheet Arrangements

 

None.

 

Recently Issued Accounting Standards

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Item 7A. Quantitative And Qualitative Disclosures About Market Risk.

 

The Company is a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and is not required to provide the information required under this item.

 

9

 

Item 8. Financial Statements.

 

FCCC, INC.

 

INDEX TO FINANCIAL STATEMENTS

 

			Page (s)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				11
	FINANCIAL STATEMENTS:
	Balance Sheets			12
	Statements of Operations			13
	Statements of Changes in Stockholders’ Equity			14
	Statements of Cash Flows			15
	Notes to the Financial Statements			16-20

 

10

 

Report of Independent Registered Public Accounting Firm – Marcum LLP

 

To the Board of Directors and Stockholders of

FCCC, Inc.

Indianapolis, Indiana

 

We have audited the accompanying balance sheet of FCCC, Inc. (the “Company”) as of March 31, 2015 and 2014, and the related statements of operations, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FCCC, Inc., as of March 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Marcum LLP

Marcum LLP

Providence, Rhode Island

June 30, 2015

 

11

 

FCCC, INC.

 

BALANCE SHEETS

MARCH 31, 2015 AND 2014

(Dollars in thousands, except share data)

 

				2015				2014
ASSETS
Current assets:
	Cash			$	337			$	42
		Total current assets			337				42
Other assets					-				1
TOTAL ASSETS				$	337			$	43
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and other accrued expenses			$	1			$	15
		Total current liabilities			1				15
TOTAL LIABILITIES					1				15
Stockholders’ equity:
	Common stock, no par value, authorized 22,000,000 shares, 3,461,022 issued and outstanding at March 31, 2015 and 1,561,022 shares issued and outstanding at March 31, 2014				800				781
	Additional paid-in capital				8,396				8,035
	Accumulated deficit				(8,860	)			(8,788	)
		Total stockholders’ equity			336				28
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY				$	337			$	43

 

The accompanying notes to the financial statements are an integral part of these statements.

 

12

 

FCCC, INC.

 

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, 2015 AND 2014

(Dollars in thousands, except share data)

 

			2015				2014
Income:
	Interest income		$	--			$	--
Total income				--				--
Expenses:
	Legal expenses			27				13
	Operating and administrative expenses			45				30
Total expenses				72				43
Net Loss:			$	(72	)		$	(43	)
Basic and diluted loss per share:			$	(0.025	)		$	(0.028	)
Weighted average common shares outstanding:
	Basic and diluted			2,930,063				1,561,022

 

The accompanying notes to the financial statements are an integral part of these statements.

 

13

 

FCCC, INC.

 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED MARCH 31, 2015 AND 2014

(Dollars in thousands, except share data)

 

		Common Stock								Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance, April 1, 2013			1,561,022			$	781			$	8,035			$	(8,745	)		$	71
Net Loss – Year ended March 31, 2014			–				–				–				(43	)			(43	)
Balance, March 31, 2014			1,561,022				781				8,035				(8,788	)			28
Issuance of Common Stock for Cash			1,900,000				19				361								380
Net Loss – Year Ended March 31, 2015			–				–				–				(72	)			(72	)
Balance, March 31, 2014			3,461,022			$	800			$	8,396			$	(8,860	)		$	336

 

The accompanying notes to the financial statements are an integral part of these statements.

 

14

 

FCCC, INC.

 

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2015 AND 2014

(Dollars in thousands)

 

					2015				2014
Cash Flows from Operating Activities:
Net Loss					$	(72	)		$	(43	)
Adjustments to reconcile net loss to cash used in operating activities:
	Increase (Decrease) in liabilities:
		Non-cash loss item (write-off of asset)				1				--
		Accounts payable and accrued expenses				(14	)			6
			Net cash used in operating activities			(85	)			(37	)
	Cash from Financing Activities					380				--
		Proceeds from Issuance of Common Stock				380				--
			Net Increase (decrease) in cash			295				(37	)
			Cash, beginning of year			42				79
			Cash, end of year		$	337			$	42

 

The accompanying notes to the financial statements are an integral part of these statements.

 

15

 

FCCC, INC.

 

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

Company Operations:

 

The accompanying financial statements of FCCC, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

The Company has limited operations and is actively seeking merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance.

 

Cash and Cash Equivalents:

 

The Company has defined cash as including cash on hand and cash in interest bearing and non-interest bearing operating bank accounts. Highly liquid instruments purchased with original maturities of three months or less are considered to be cash equivalents.

 

The Company maintains cash balances at a financial institution. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at such institution. At various times throughout the year, cash balances may exceed FDIC limits. At March 31, 2015 the amount uninsured was $87,181.

 

Estimates:

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

 

Dividends:

 

The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors. The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders at any time. 

 

Income Taxes:

 

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, (“ASC”), 740 (Income Taxes). This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting basis of certain assets and liabilities.

 

As required by ASC 740-10, “Income Taxes”, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.

 

16

 

FCCC, INC.

 

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

 

Advertising:

 

The Company expenses advertising costs as incurred. Advertising expense included in operating expenses was $0 and $850 for the years ended March 31, 2015 and 2014 respectively.

 

Earnings Per Common Share:

 

The Company follows FASB ASC 260. Basic Earnings Per Share (“EPS) is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

 

Basic and diluted loss per common share was calculated using the following number of shares:

 

		March 31
		2015				2014
Weighted average number of common shares outstanding			2,930,063				1,561,022

 

Revenue and Cost Recognition:

 

Not applicable.

 

Common Stock Warrants:

 

None outstanding.

 

Recently Issued Accounting Pronouncements:

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

17

 

FCCC, INC.

 

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

 

NOTE 2 - FINANCIAL INSTRUMENTS:

 

Concentrations of Credit Risk:

 

The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash on deposit with financial institutions.

 

Fair Value of Financial Instruments:

 

The Company follows FASB ASC 825 “Fair Value of Financial Instruments”, which requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of the Company’s financial instruments (cash and cash equivalents) approximate their fair value because of the short maturity of these instruments.

 

NOTE 3 - STOCK OPTIONS:

 

The Company had one stock option plan during previous years. During the year ended March 31, 2014, this option plan expired.

 

Options granted pursuant to the 2002 Plan:

 

On October 3, 2003, options to purchase 45,000 shares were granted under the 2002 Plan at an exercise price of $1.05 per share. During October 2013, all remaining options expired unexercised.

 

The weighted-average remaining contractual life of the outstanding options is “None”.

 

During fiscal 2015 and 2014, no new share based payments were granted, and no compensation expense was recognized.

 

NOTE 4 - COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK:

 

The Company leased office space on a month-to-month basis at a rate of $500 per month. Rent expense totaled $2,500 for the year ended March 31, 2015. The month-to-month tenancy was cancelled in August, 2014.

 

Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC, Inc. will have any full-time or other employees, except as may be the result of completing a transaction.

 

18

 

FCCC, INC.

 

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

 

NOTE 5 - INCOME TAXES:

 

The Company’s deferred tax asset relates to net operating losses that may be carried forward to future years. At March 31, 2015, the Company has available net operating losses of $654,868 and $471,821 for federal and state income taxes, respectively, that expire from 2019 to 2035 For the years ended March 31, 2015 and 2014, approximately $0 and $81,000 in federal net operating losses have expired, respectively. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forward are offset by a valuation allowance of the same amount. The net change in the valuation allowance resulted in a decrease of $71,463 and a decrease of $10,193 for the years ended March 31, 2015, and 2014, respectively. The Company’s net operating losses were limited by Internal Revenue Code Section 382 by $297,548.

 

The Company’s deferred tax asset and valuation allowance as of March 31, 2015 and 2014 are as follows:

 

		March 31
		2015				2014
Net Operating Losses		$	154,516			$	225,980
Valuation Allowance			(154,516	)			(225,980	)
		$	–			$	–

 

The Company’s provision for federal and state income taxes for the years ended March 31, 2015 and 2014 consist of the following:

 

		March 31
		2015				2014
Current Tax Benefit		$	(29,703	)		$	(17,478	)
Benefit of net operating loss			29,703				17,478
Net tax provision		$	–			$	–

 

The Company’s effective tax rate differed from the federal statutory income tax rate for the years ended March 31, 2015 and 2014 as follows:

 

 

		March 31
		2015				2014
Federal statutory rate			34.0	%			34.0	%
State tax, net of federal tax effect			4.95	%			4.95	%
Valuation allowance			(38.95	)%			(38.95)	%
Effective tax rate			0.0	%			0.0	%

 

As of March 31, 2015 and 2014, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. The Company’s income tax returns are subject to examination by the appropriate taxing jurisdictions. As of March 31, 2015, the Company’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.

 

19

 

FCCC, INC.

 

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

 

NOTE 6 – COMMON STOCK:

 

On June 27, 2014, we entered into a Securities Purchase Agreement with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus, pursuant to which we agreed to sell to these purchasers an aggregate of 1,900,000 shares of common stock for aggregate cash consideration equal to $380,000. The shares represent approximately 54.9% of the issued and outstanding shares of our common stock as of the date of sale. This sale closed on July 11, 2014.

 

NOTE 7 – SUBSEQUENT EVENTS:

 

None.

 

20

 

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

 

Our Chief Executive Officer who is also the Principal Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period reported in this annual report (the “Evaluation Date”), concluded that our disclosure controls and procedures were effective and designed to ensure that material information relating to the Company is accumulated and would be made known to them by others as appropriate to allow timely decisions regarding required disclosures.

 

Report of Management’s on Internal Controls and Procedures

 

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal controls over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer, who is also the Company’s Principal Financial Officer, to provide reasonable assurance to the Company’s Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Internal controls over financial reporting including those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; (2) provide reasonable assurances that the Company’s transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

The Company’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of March 31, 2015 and concluded that such internal controls are effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Controls – Integrated 1992 Framework.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

During the Company’s fourth fiscal quarter ended March 31, 2015, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

21

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The directors and executive officers of the Company are as follows:

 

Name		Age		Position
Frederick L. Farrar		59		Chairman, President, Chief Executive Officer, Principal Financial Officer and Director
Daniel R. Loftus		64		Secretary and Director
Fred J. Merritt		48		Director

 

The following summarizes the background of each such executive officer and appointed director. Each director has served since July, 2014.

 

Frederick L. Farrar has served as Chairman, President, Chief Executive Officer, Principal Financial Officer and as a Director of the Company since July 2014. Previously, he served as Executive Vice President and Chief Financial Officer of Klipsch Group, Inc., from 1990 to 2013. Mr. Farrar also served on its board of directors from 2002 until it was acquired by Voxx International (NASDAQ: VOXX) in March of 2011. After the acquisition, Mr. Farrar continued to serve as Executive Vice President and Chief Financial Officer of Klipsch Group, Inc. until 2014. Mr. Farrar is a founder and served as President and Chief Operating Officer of Windrose Medical Properties Trust (NYSE:WRS) from 2002 to 2006. After its merger with Healthcare REIT, Inc. (NYSE:HCN), he served as Executive Vice President from 2006 to 2010. Other roles include President and Chief Financial Officer of Trading Company of America, LTD, a private company that operated retail jewelry locations under the business name “The Shane Company”, from 1992 to 1997; Chief Financial Officer of National Guest Homes Inc., a developer and operator of assisted living facilities, from 1990 to 1996; and Chief Financial Officer of Hospital Affiliates Development Corporation, a fee-based developer of hospitals and other medical facilities from 1990 through 2002. Prior to 1990, Mr. Farrar had an initial 10 year career as a fee-based financial advisor. Mr. Farrar is President and founder of Chafre LLC, a private investment-focused company that became a significant stockholder of the Company after the Change in Control, among other private entities. Mr. Farrar received a B.A. from St. Lawrence University in 1978 and a law degree from Syracuse University in 1980.

 

Daniel R. Loftus has served as Secretary and as a director of the Company since July 2014. Mr. Loftus previously served as Executive Vice President, Secretary and General Counsel of Windrose Medical Properties Trust (NYSE:WRS) from 2002 to 2006. After its merger with Health Care REIT, Inc. (NYSE:HCN), he served as Senior Vice President from 2006 to December 2013. Other roles include Executive Vice President and Chief Counsel of MT Communications, Inc., a private company operating a television station, from 1994 to 1996; and Chief Manager of Emmaus Ventures, a private investment-focused company during 2000. Mr. Loftus has been engaged in the practice of law since 1976 with several law firms located in Nashville, Tennessee. Mr. Loftus received a B.A. from Wabash College in 1972 and a law degree from Vanderbilt University in 1975.

 

Fred J. Merritt has served as a director of the Company since July 2014. He has served as president and sole shareholder of LFM Investments, Inc. (“LFM”) since its formation in 1999. LFM has been active in the acquisition, ownership and management of companies engaged in various industries including manufacturing, electronics, bio-tech, printing, construction, finance, parking and staffing. Mr. Merritt has also served as chief executive officer, president, vice president of finance and sole shareholder of Riverside Mfg., LLC, a private specialized military supplier focused on wheeled tire vehicles and track vehicles, since 2002. Prior to 1999, he devoted ten years of his career in the corporate banking industry with a focus on closely held business acquisitions and valuations. Mr. Merritt served as an outside director for Bloomfield State Bank from 2007 to 2014, where he was a member of the Bank’s audit and loan committees. Mr. Merritt received a B.S. degree from Indiana University in 1989.

 

The Company’s Board of Directors is responsible for establishing broad corporate policies and for overseeing our overall management. In addition to considering various matters which require board approval, the Board provides advice and counsel to, and ultimately monitors the performance of, our executive officer(s). All directors hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Officers are elected to serve, subject to the discretion of the Board, until their successors are appointed. The Company has not held an annual meeting of stockholders since 2003.

 

22

 

Mr. Farrar is our Chief Executive Officer and leads our Board of Directors as Chairman. We have not designated a lead independent director. We believe that this structure is appropriate for the Company at this time. Specifically, we believe that the current leadership structure provides leadership and engagement while we seek and evaluate opportunities. Because we do not currently have any operations, we believe the potential risks of concentration of authority are outweighed by the efficiency of having the same person serve as Chief Executive Officer and Chairman.

 

One of the key functions of our Board of Directors is informed oversight of our Company’s risk management processes. Our Board administers its oversight functions primarily through monitoring and assessing risks through its full membership rather than through standing committees. Our audit committee is responsible for assessing significant financial risks and risks of compliance with legal and regulatory requirements.

 

Director Independence

 

Based upon a review of the material relationships between our directors and our Company, we have determined that none of our directors are eligible for designation as “independent” directors. However, this information is provided for disclosure purposes only. Because we do not have shares listed for trading on any securities exchange, our Company is not required to have any independent directors on its Board of Directors, or any particular committee of the Board of Directors.

 

Committees of the Board

 

Audit Committee. Our Board of Directors has established an Audit Committee. The Committee meets with management and our independent auditors to determine the adequacy of internal controls and other financial reporting matters. The Audit Committee is composed of Daniel R. Loftus and Fred J. Merritt.

 

All of the members of the Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC.

 

Our Board of Directors does not have a standing compensation committee or nominating committee. We believe this structure is appropriate in light of the Company’s current capital structure and level of operations.

 

Family Relationships

 

There are no family relationships among our directors and any of our executive officers.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than 5% of a registered class of FCCC’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than 5% stockholders are required by SEC regulations to furnish FCCC with copies of all Section 16(a) forms they file.

 

To the best of our knowledge, based solely on review of the copies of such forms furnished to it, or written representations that no other forms were required, FCCC believes that all Section 16(a) filing requirements applicable to its officers, directors and greater than 5% stockholders were complied with during the fiscal year ended March 31, 2015.

 

Audit Committee Financial Expert

 

None of our directors are eligible to qualify as an “audit committee financial expert” as that term is defined in Regulation S-K promulgated under the Exchange Act. As the Company commences operations and adds independent directors to serve on its board, it expects to add one or more such persons who qualify as “audit committee financial expert.”

 

Code of Ethics

 

We do not currently have a code of ethics. We believe this approach is appropriate in light of the Company’s current capital structure and level of operations, but we expect to continue to evaluate the appropriateness of adopting a code of ethics as our Company continues to develop.

 

23

 

Communication to the Board of Directors

 

You may contact our Board of Directors or any director by mail addressed to the attention of our entire Board or the specific director identified by name or title, at FCCC, Inc., 3502 Woodview Trace, Suite 200, Indianapolis, Indiana 46268. All communications will be submitted to our Board or the specified director on a periodic basis.

 

Item 11. Executive Compensation.

 

Compensation

 

For the fiscal years ended March 31, 2015 and March 31, 2014 there was no direct compensation awarded to, earned by or paid by us to any person. See Related Party Transactions below for a discussion of payments made to Bernard Zimmerman & Company, Inc., an affiliate of Bernard Zimmerman, our former President and Chief Executive Officer.

 

The following Summary Compensation Table sets forth all compensation earned, in all capacities, during the fiscal years ended March 31, 2015 and 2014 by the Company’s (i) Chief Executive Officer, and (ii) “highly compensated” executive officers, other than the CEO, as determined by Regulation S-K, Item 402 (the individuals falling within categories (i) and (ii) are collectively referred to as the “named executive officers”).

 

SUMMARY COMPENSATION TABLE

 

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Award ($)

All Other Compensation ($)

Total ($)

Frederick L. Farrar,

2015

–

–

–

–

–

–

Chairman, President, Chief Executive Officer,

and, Principal Financial Officer

Daniel R. Loftus, Secretary

2015

–

–

–

–

–

–

Bernard Zimmerman,

2015

–

–

–

–

–(2)

–

Former Chief Executive Officer and President(1)

2014

–

–

–

–

–(2)

–

_____________

(1)	Mr. Zimmerman resigned all positions with our Company in July, 2014.
(2)	Bernard Zimmerman & Company, Inc. of which Mr. Zimmerman is the President and a controlling stockholder received consulting fees during 2014 and 2015 pursuant to a consulting arrangement with the Company. See Related Party Transactions in Part III, Item 13 below for additional details.

 

Stock Options/SAR Grants

 

There were no (i) stock option/SARs grants, (ii) aggregated option/SAR exercises, or (iii) long-term incentive plan awards in the fiscal years ended March 31, 2015 and 2014.

 

Compensation of Directors

 

All directors, other than Mr. Farrar and Mr. Loftus, are eligible to receive a fee of $100 for each Board of Directors meeting attended. Audit Committee members receive a fee of $100 per Audit Committee meeting held on a day when a meeting of the Board is not also scheduled to occur.

 

The members of the Board as a group received director fees of $200 in total covering the fiscal year ended March 31, 2015. All Board meetings were held telephonically.

 

24

 

Director Compensation for the Fiscal Year Ended March 31, 2015

 

Name		Fees Earned or Paidin Cash				Total
Frederick L. Farrar		–				–
Michael L. Goldman(1)		–				–
Daniel R. Loftus		–				–
Frederick J. Merritt		$	200			$	200
Jay J. Miller(1)			–				–
Bernard Zimmerman(1)			–				–

_______________ 

(1) Former director.

 

Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table, together with the accompanying footnotes, sets forth information, as of March 31, 2015, regarding stock ownership of all persons known by FCCC to own beneficially more than 5% of the Company’s outstanding common stock, and named executive officers, directors, and all directors and officers of FCCC as a group:

 

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership(1)				Percent of Outstanding Shares
Frederick L. Farrar 3502 Woodview Trace, Suite 200 Indianapolis, IN 46268			925,000	(2)			26.7	%
Daniel R. Loftus 5210 Heathrow Hill Drive Brentwood, TN 37027			185,000				5.4	%
Frederick J. Merritt 1650 West 106th Street Carmel, IN 46032			500,000	(3)			14.5	%
All directors and executive officers as a group (3 persons)			1,610,000				46.5	%
LFM Investments, Inc. 1650 W. 106th Street Indianapolis, IN 46032			500,000				14.5	%
Chafre, LLC 3502 Woodview Trace, Suite 200 Indianapolis, IN 46032			400,000				11.6	%
Charles E. Lanham 7564 Silver Pine Court Indianapolis, IN 46250			290,000				8.4	%
Martin Cohen 27 E. 65th Street Suite 11A New York, NY 10021			244,440				7.1	%
Bernard Zimmerman & Company, Inc. 18 High Meadow Road Weston, CT 06833			241,800				7.0	%
Claudia B. Carucci Uncle Mills Partners, LLC 17 Eagle Island Place Sheldon, SC 29941-3017			193,785	(4)			5.6	%

___________________

(1)  Unless otherwise indicated in the footnotes to this table, (a) the listed beneficial owner has sole voting power and investment power with respect to the number of shares shown, and (b) no director or executive officer has pledged as security any shares shown as beneficially owned.

 

(2)  Includes 400,000 shares held by Chafre, LLC of which Mr. Farrar is the Managing Member.

 

(3)  All 500,000 shares are held by LFM Investments, Inc., of which Mr. Merritt serves as President.

 

(4) Based upon Schedule 13G filed on February 11, 2014 providing data as of December 31, 2013.  Includes 79,389 shares held by Uncle Mills Partners, LLC, of which Ms. Carucci is the Manager. 

 

25

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Related Party Transactions

 

On July 11, 2014, the Company entered into a consulting agreement with Bernard Zimmerman. Pursuant to the agreement, Mr. Zimmerman agreed to consult with the Company regarding the prior activities of the Company, acquisition and reverse merger or other corporate opportunities. Mr. Zimmerman was entitled to receive compensation of $2,000 per month. The agreement was set to expire July 11, 2015 and was terminable by either party on 30 days’ notice. The consulting agreement provided if the Company terminated the agreement on or prior to January 11, 2015, unless terminated as a result of Mr. Zimmerman’s breach of the agreement, the Company was to pay Mr. Zimmerman an amount equal to $12,000 reduced by any consulting fees previously paid to Mr. Zimmerman. On December 10, 2014, the Company provided 30 days written notice to Mr. Zimmerman terminating the consulting agreement effective January 11, 2015. Fees paid Mr. Zimmerman for the year ended March 31, 2015 were $12,000. There were no offsets to these fees.

 

Item 14. Principal Accountant Fees and Services.

 

On January 10, 2014, the Company was informed by its former independent registered public accounting firm, Braver P.C. (“Braver”), that Braver had combined its practice with Marcum LLP (“Marcum”), with Marcum being the surviving firm (the “Transaction”). As a result of the Transaction, on February 4, 2014, the Company officially engaged Marcum as the Company’s independent registered public accounting firm.

 

The following tables summarize the aggregate fees billed by the Company’s current and former independent registered public accounting firm, Marcum, LLP and Braver P.C. for audit services for each of the last two fiscal years and for other services rendered to the Company in each of the last two fiscal years.

 

		2015				2014
Fee Category		Marcum				Marcum				Braver
Audit Fees(1)		$	10,000			$	6,000			$	2,000
Audit-Related Fees(2)			–				–				–
Tax Fees(3)			1,500				1,500				–
All Other Fees(4)			–				–				–
Total		$	11,500			$	7,500			$	2,000

___________________ 

(1) Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.

 

(2) Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees”. No such services were provided during the periods reported.

 

(3) Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to the preparation of tax returns, claims for refunds and tax payment-planning services, accounted for 13% of the total tax fees incurred in 2015 and 2014.

 

(4) The Company was not billed by either of its independent registered public accounting firms in 2015 or 2014 for any other fees.

 

All Other Fees

 

Any permitted non-audit services are pre-approved by the Audit Committee or the Audit Committee’s Chairman pursuant to delegated authority by the Audit Committee, other than de minimus non-audit services for which the pre-approval requirements are waived in accordance with the rules and regulations of the Securities and Exchange Commission.

 

Audit Committee Pre-Approval Policies and Procedures

 

The Audit Committee charter provides that the Audit Committee will pre-approve the fees and other significant compensation to be paid to the independent auditors.

 

26

 

PART IV

 

ITEM 15. EXHIBITS.

 

(a)

Documents filed as part of this annual report on Form 10-K:

 

		1.	Consolidated Financial Statements (See Item 8 above):
			Report of Independent Registered Public Accounting Firm
			Balance Sheets as of March 31, 2014 and 2015
			Statements of Operations for the fiscal years ended March 31, 2014 and 2015
			Statements Changes in Stockholders’ Equity for the fiscal years ended March 31, 2014 and 2015
			Statements of Cash Flows for the fiscal years ended March 31, 2014 and 2015
			Notes to the Financial Statements

 

2.

Financial Statement Schedule:

 

All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.

 

(b)

Exhibits:

 

Unless otherwise indicated, all documents incorporated into this annual report on Form 10-K by reference to a document filed with the SEC pursuant to the Exchange Act are located under SEC file number 001-08589.

 

Exhibit Number		Description
3.1		Composite Amended and Restated Certificate of Incorporation, as amended through January 23, 2004
3.2		Composite Amended and Restated By-Laws, as amended through November 27, 2007
10.1		Securities Purchase Agreement with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (incorporated by reference to annual report on Form 10-K for fiscal year ended March 31, 2014)
31.1		Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		XBRL Data Files

 

27

 

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, on June 30, 2015.

 

 

	FCCC, INC.
	By:	/s/ Frederick L. Farrar
		Frederick L. Farrar
		Chief Executive Officer and Chief Financial Officer
		(principal executive and financial officer)

 

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 June 30, 2015.

 

Name		Title
/s/ Frederick L. Farrar		Chairman, President, Chief Executive Officer,
Frederick L. Farrar		Chief Financial Officer and Director
		(principal executive and financial officer)
/s/ Daniel R. Loftus		Secretary and Director
Daniel R. Loftus
/s/ Fred J. Merritt		Director
Fred J. Merritt

 

28

 

EXHIBIT INDEX

 

Exhibit Number		Description		Method of Filing
3.1		Composite Amended and Restated Certificate of Incorporation, as amended through January 23, 2004		Filed Electronically
3.2		Composite Amended and Restated By-Laws, as amended through November 27, 2007		Filed Electronically
10.1		Securities Purchase Agreement with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus		Incorporated by Reference
31.1		Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed Electronically
31.2		Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed Electronically
101		XBRL Data Files		Filed Electronically

 

 

29

---

EXHIBIT 3.1

 

COMPOSITE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

 

OF

 

FCCC, INC¹

 

1.  The name of the Corporation is FCCC, INC. (the “Corporation”).

 

2.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be formed under the Stock Corporation Act of the State of Connecticut or under any Act amendatory thereof, supplemental thereto or substituted therefor.

 

3.  The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 22,000,000 shares of Common Stock with no par value (the “Common Stock”).

 

4.  The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or an express grant of authority to the board of directors pursuant to Section 33-341 of the Connecticut General Statutes are as follows: None

 

5.  The minimum amount of stated capital with which the Corporation shall commence business is One Thousand and 00/100 ($1,000) Dollars.

 

6.  The personal liability of any director to the Corporation or its shareholders for monetary damages for breach of duty as a director shall be limited to an amount equal to the compensation received by the director for serving the Corporation during the year of the violation, subject to the conditions set forth in Section 33-290 (c) of the Connecticut General Statutes.

 

7.  In furtherance and not in limitation of the powers conferred by the laws of the State of Connecticut:

 

A. The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the By-laws of the Corporation.

 

B. The books of the Corporation may be kept at such place within the State of Connecticut as the By-laws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

 

8.  No director (including any advisory director) of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that to the extent provided by applicable law, this provision shall not eliminate the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. Not amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

_______________

¹ This Composite Certificate of Incorporation of FCCC, Inc. reflects the Company’s Amended and Restated Certificate of Incorporation, filed with the Connecticut Secretary of State on January 26, 1993, and all subsequent amendments thereto, which were filed with the Connecticut Secretary of State on June 4, 2003 and January 23, 2004.

 

1

 

9.  The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and to take other corporate action to the extent and in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation.

 

10. Except for any action taken by unanimous written consent, Stockholders of the Corporation may not take any action by written consent in lieu of a meeting. Notwithstanding any other provision of law, this Amended and Restated Certificate of Incorporation or the Corporation’s By-laws, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast at any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article 10.

 

11. Special meetings of stockholders may be called at any time by the President or by the Chairman of the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to matters related to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provision of law, this Amended and Restated Certificate of Incorporation or the Corporation’s By-laws, and notwithstanding the fact that a lesser percentage may be specified by the law, the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast at any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article 11.

 

12. (a) Actions, Suits and Proceedings other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment , order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section (f) below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation.

 

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(b) Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which such court shall deem proper.

 

(c) Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section (a) and (b) of this Article, or in defense claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorney’s fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purpose hereof to have been wholly successful with respect thereto.

 

(d) Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section (d). The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as wo which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

 

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(e) Advance of Expenses. Subject to the provisions of Section (f) below, in the event that the Corporation does not assume the defense pursuant to Section (d) of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of the of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of such person to make such repayment.

 

(f) Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section (a), (b) or (e) of this Article the Corporation determines, by clear and convincing evidence, within such 60-day period that that Indemnitee did not meet the applicable standard of conduct set forth in Section (a) or (b), as the case may be. Such determination shall be made in each instance by (i) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), (ii) if no such quorum is obtainable, a majority vote of a committee of two or more disinterested directors, (iii) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (iv) independent legal counsel (who may be regular legal counsel to the Corporation), or (v) a court of competent jurisdiction.

 

(g) Remedies. The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section (f). Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section (f) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

 

(h) Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the Stock Corporation Act of the State of Connecticut or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

 

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(i) Other Rights. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall insure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

 

(j) Partial Indemnification. If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

 

(k) Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or another enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

 

(l) Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

 

(m) Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitees as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by an applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by the applicable law.

 

(n) Subsequent Legislation. If the Stock Corporation Act of the State of Connecticut is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the Stock Corporation Act of the State of Connecticut, as so amended.

 

 

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EXHIBIT 3.2

 

COMPOSITE AMENDED AND RESTATED

 

BY-LAWS

 

OF

 

THE FIRST CONNECTICUT CAPITAL CORP.¹

 

(Formerly THE FIRST CONNECTICUT SMALL

BUSINESS INVESTMENT COMPANY)

 

ARTICLE 1 - Stockholders

 

1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Connecticut as may be designated from time to time by the Board of Director’s or the President or, if not so designated, at the registered office of the corporation.

 

1.2 Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date to be fixed by the Board of Directors or the President (which date shall not be a legal holiday in the place where the meeting is to be held) at the time and place to be fixed by the Board of Directors or the President and stated in the notice of the meeting. If no annual meeting is held in accordance with the foregoing provisions, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-Laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

 

1.3 Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board or the President. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

 

1.4 Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 50 days before the date of the meeting to each stockholder entitled to vote at such meeting;. The notices of all meetings shall state the place, date and hour of the Meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

 

1.5 Voting List. The officer who has charge of the stock ledger of the corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, at a place within the city where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time of the meeting, and may be inspected by any stockholder who is present.

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1 These Composite Bylaws of FCCC, Inc. reflects the Company’s Amended and Restated Bylaws, and all subsequent amendments thereto, through November 27, 2007.

 

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1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present.in person or represented by proxy, shall constitute a quorum for the transaction of business.

 

1.7 Adjournments. Any meeting of stockholders may, be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these By-Laws by the stockholders present or represented at the meeting and entitled to vote; although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting are announced at the meeting at which adjournment is taken, unless after the adjournment anew record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

 

1.8 Voting and Proxies. Each stockholder shall have one vote for each share of tock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided in the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for him by written proxy executed by the stockholder or his authorized agent and delivered to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy-expressly provides for a longer period.

 

1.9 Action at Meeting. When a quorum is present at any meeting, the holders of a majority of the stock present or represented and voting on-a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on a matter) shall decide any matter to be voted upon by the stockholders at such meeting, except when a different vote is required by express provision of law, the Certificate of Incorporation or these By-Laws. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election.

 

1.10 Introduction of Business at Meeting. Except as otherwise provided by law, at any annual or special meeting of stockholders only such business shall be conducted as shall have been properly brought before the meeting. In order to be properly brought before the meeting, such business must have been either (A) specified in the written notice of the meeting (or any supplement thereto) given to stockholder of record on the record date for such meeting by or at the direction of the Board of Directors, (B) brought before the meeting at the direction of the Board of Directors or the chairman of the meeting or (C) specified in a written notice given by or on behalf of a stockholder of record on the record date for such meeting entitled to vote thereat or a duly authorized proxy for such stockholder, in accordance with all of the following requirements. A notice referred to in clause (C) hereof must be delivered personally to or mailed to and received at the principal executive office of the corporation, addressed to the attention of the Secretary, not more than ten (10) days after the date of the initial notice referred to in clause (A) hereof, in the case of business to be brought before a special meeting of stockholders, and not less than thirty (30) days prior to the first anniversary date of the initial notice referred to in clause (A) hereof to the previous year’s annual meeting, in the case of business to be brought before an annual meeting of stockholders, provided, however, that such notice shall not be required to be given more than sixty (60) days prior to an annual meeting of stockholders. Such notice referred to in clause (C) hereof shall set forth (i) a full description of each such item of business proposed to be brought before the meeting, (ii) the name and address of the person proposing to bring such business before the meeting, (iii) the class and number of shares held of record, held beneficially and represented by proxy by such person as of the record date, for the Meeting (if such date has been made publicly available) and as of the date of such notice, (iv) if any item of such business involves a nomination for director, all information regarding each such nominee that would be required to be set forth in a definitive proxy statement filed with the Securities Exchange Commission pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, or any successor 16 thereto, and the written consent of each such nominee to serve if elected, and (v) all other information that would be required to be filed with the Securities and Exchange Commission if, with respect to the business proposed to be brought before the meeting, the person proposing such business was a participant in a solicitation subject to Section 14 of the Securities Exchange Act of 1934, as amended, or any successor thereto. No business shall be brought before any meeting of stockholders of the Corporation otherwise than as provided in this paragraph.

 

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Notwithstanding the foregoing provisions, the Board of Directors shall be obligated to include information as to any nominee for director in any proxy statement or other communication set to stockholders.

 

The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that any proposed item of business was not brought before the meeting in accordance with the foregoing procedure and, if he should so determine, he shall so declare to the meeting and the defective item of business shall be disregarded.

 

1.11 Action-without Meeting. Except for any action taken by unanimous written consent, Stockholders of the corporation may not take any action by written consent in lieu of a meeting. Notwithstanding any other provision of law, the Certificate of Incorporation or these By-laws, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast at any annual election of directors or class-of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Section 1.11.

 

ARTICLE 2 - Directors

 

2.1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law or the Certificate of Incorporation, may exercise the powers of the full Board. of Directors until the vacancy is filled.

 

2.2 Number; Election and Qualification. The number of directors which shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors, but in no event shall be less than three. The number of directors may be decreased at any time and from time to time by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors need not be stockholders of the corporation.

 

2.3 Terms in Office. Each director shall serve for a term ending on the date of the annual meeting following the annual meeting at which such director was elected.

 

2.4 Tenure. Notwithstanding any provisions to the contrary contained herein, each director shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal.

 

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2.5 Vacancies. Unless and until filled by the stockholders, any vacancy in the. Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal.

 

2.6 Resignation. Any director may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

 

2.7 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Connecticut, as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular Meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

 

2.8 Special Meetings. Special meetings of the Board of Directors may be held at any time and place, within or without the State of Connecticut, designated, in a Call by the Chairman of the Board, President, two or more directors, or by one director in the event that there is only a single director in office.

 

2.9 Notice of Special Meetings. Notice of any special meeting of directors shall be’ given to each-director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 48 hours in advance of the meeting (ii) by sending a telegram or telex, or delivering written notice by hand, to his last known business or home address at least 48 hours in-advance of the meeting, or (iii) by mailing written notice to his last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

 

2.10 Meetings by Telephone Conference Calls. Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

 

2.11 Quorum. A majority of the total number of the whole Board of Directors shall constitute a quorum at all meetings of the Board of Directors. In the event one or more of the directors shall be disqualified to-vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the number so fixed constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

 

2.12 Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these By-Laws.

 

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2.13 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent to the action in writing, and the written consents are filed with the minutes of proceedings of the Board of Directors of committee.

 

2.14 Removal. Any one or more or all of the directors may be removed, with or without cause, by the holders of at least seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

 

2.15 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate-members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the General Corporation Law of the State of Connecticut, shall have and may exercise all the powers and authority, of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-Laws for the Board of Directors.

 

2.16 Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

 

2.17 Amendments to Article. Notwithstanding any other provisions of law, the Certificate of Incorporation or these By Laws, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of a least seventy-five percent (75%). of the votes which all the stockholders would be entitled to cast at any annual election of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article 2.

 

ARTICLE 3 - Officers

 

3.1 Enumeration. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including a Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

 

3.2 Election. The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

 

3.3 Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

 

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3.4 Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, each officer shall hold office until his successor is elected and qualified, unless a different term is specified in the vote choosing or appointing him, or until his earlier death, resignation or removal.

 

3.5 Resignation and Removal. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

 

Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office.

 

Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation.

 

3.6 Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified, or until his earlier-death, resignation or removal.

 

3.7 Chairman of the Board and Vice-Chairman of the Board. The Board of Directors may appoint a Chairman of the Board and may designate the Chairman of the Board as Chief Executive Officer. If the Board of Directors appoints a Chairman of the Board, he shall perform such duties and possess such powers as are assigned to him by the Board of Directors. If the Board of Directors appoints a Vice-Chairman of the Board, he shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties and possess such other powers as may from time to time be vested in him by the Board of Directors.

 

3.8 President. The President shall, subject to the direction of the Board of Directors, have general charge and supervision of the business of the corporation. Unless otherwise provided by the Board of Directors, he shall preside at all meetings of the stockholders, and, if he is a director, at all meetings of the Board of Directors. Unless the Board of Directors has designated the Chairman of the Board or another officer as Chief Executive Officer, the President shall be the Chief Executive Officer of the corporation. The President shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe.

 

3.9 Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the President. may from time to time prescribe; In the event of the absence, inability or refusal to act of the President, the Vice President (or if there shall be more than one; the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the President and when so performing shall have all the powers of-and be subject to all the restrictions upon the President. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

 

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3.10 Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

 

Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of-the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

 

In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

 

3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the President. In addition, the Treasurer Shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By-Laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts for such funds, and to tender as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation.

 

The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the President or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer.

 

3.12 Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

 

ARTICLE 4 - Capital Stock

 

4.1 Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any unissued balance of the authorized capital stock of the corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

 

4.2. Certification/Registration of Stock. Except to the extent that the stock of the corporation is uncertificated pursuant to the Section 4.2.1 of these By-Laws, every holder of stock of the corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by him or her in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President or a Vice-President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile or electronic signature.

 

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Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the By-Laws, applicable securities laws or any agreement among any number of shareholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

 

4.2.1 Uncertificated Securities. Any or all classes or series of shares of stock of the corporation, or any part thereof, may be uncertificated shares in accordance with the Direct Registration System, to the extent determined by the Board of Directors of the Corporation from time to time. However, in no event shall shares represented by a certificate be deemed uncertificated until the certificate is surrendered to the Corporation.

 

4.3 Transfers. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and, the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-Laws.

 

4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

 

4.5 Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than 50 nor less than 10 days before the date of such meeting, nor more than 50 days prior to any other action to which such record date relates.

 

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the-close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

 

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

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ARTICLE 5 - General Provisions

 

5.1 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

 

5.2 Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

 

5.3 Waiver of Notice. Whenever any notice whatsoever is required to be given by law, by the Certificate of Incorporation or by these By-Laws, a waiver of such notice either in writing signed by the person entitled to such notice or such person’s duly authorized attorney, or by telegraph, cable or any other available method, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice.

 

5.4 Voting of Securities. Except as the directors may otherwise designate, the President or Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for the corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation.

 

5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

 

5.6 Certificate of Incorporation. All references in these By-Laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

 

5.7 Transactions with Interested Parties. No contract or transaction between the corporation and one or more of the directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

 

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

 

(2) The, material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

 

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(3) The contract or transaction is fair _.as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.

 

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

 

5.8 Severability. Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws.

 

5.9 Pronouns. All pronouns used in these By-Laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the persons or persons may require.

 

ARTICLE 6 - Amendments

 

6.1 By the Board of Directors. Except as is otherwise set forth in these By-Laws, these By-Laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

 

6.2 By the Stockholders. Except as otherwise set forth in these By-Laws, these By-Laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new by-laws shall have been stated in the notice of such special meeting.

 

 

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EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Frederick L. Farrar, certify that:

 

1.	I have reviewed this Annual Report on Form 10-K of FCCC, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: June 30, 2015	By:	/s/ Frederick L. Farrar
		Frederick L. Farrar
		Chairman, President, Chief Executive Officer,
		Chief Financial Officer and Director
		(principal executive and financial officer)

 

EXHIBIT 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Frederick L. Farrar, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of FCCC, Inc. on Form 10-K for the fiscal year ended March 31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of FCCC, Inc.

 

 

Date: June 30, 2015	By:	/s/ Frederick L. Farrar
		Frederick L. Farrar
		Chairman, President, Chief Executive Officer,
		Chief Financial Officer and Director
		(principal executive and financial officer)