UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
10-K
Amendment No. 1
_________________
þ
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended: June 30, 2012
or
o
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from: _______ to ______
_________________
HYDROMER, INC.
(Exact
name of registrant as specified in its charter)
_________________
New Jersey
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001-31238
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22-2303576
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation or Organization)
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File Number)
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Identification No.)
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35 Industrial Parkway, Branchburg New
Jersey 08876-3424
(Address of Principal Executive Offices) (Zip Code)
(908) 722-5000
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
None
Title of each class
Name of each exchange
on which registered
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock Without Par Value
Title
of each class
Name
of each exchange on which registered
_________________
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o
No
þ
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
o
No
þ
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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
þ
No
o
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 (§229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
þ
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.
þ
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Large accelerated filer
o
|
Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
o
No
þ
The aggregate market value of the voting stock held by non-affiliates of the Registrant at September 18, 2012
was approximately $3,059,423
The
number of shares of Registrant's Common Stock outstanding on September 18, 2012 was 4,772,318.
Portions
of the Audited Financial Statements for the year ended June 30, 2012 are incorporated by reference in Part II of this
report. Portions of the Proxy Statement of Registrant date November 6, 2012 are incorporated by reference in Part III of this
report.
ITEMS AMENDED HEREBY
As used in this amended
report, “Hydromer” and the “Company” or “Us” or “We” or “Our” refer
to Hydromer, Inc., a New Jersey corporation, unless the context otherwise requires.
EXPLANATORY NOTE
The purpose of this
Amendment (the “Amendment”) to our Form 10-K for the Fiscal Year Ended June 30, 2012 (the “Form
10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2012, is solely to
furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
Exhibit 101 to this report
provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting
Language).
This Amendment makes
no other changes to the Form 10-K as filed with the SEC on November 16, 2012 and no attempt has been made in this
Amendment to modify or update the other disclosures presented in the Form 10-K.
This Amendment does
not reflect subsequent events occurring after the original filing of the Form 10-K (i.e., those events occurring after
November 16, 2012) or modify or update in any way those disclosures that may be affected by subsequent events.
Accordingly, this Amendment
should be read in conjunction with the Form 10-K and our other filings with the SEC.
(i)
HYDROMER, INC.
FORM 10-K/A
FOR THE FISCAL YEAR ENDED JUNE 30,
2012
INDEX
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Page
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PART IV
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OTHER INFORMATION
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Item 15(a)3
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Exhibits
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1
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SIGNATURES
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2
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INDEX OF EXHIBITS
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3
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(ii)
PART IV — OTHER INFORMATION
Item 15(a)3. Exhibits.
See
Index of Exhibits on Page 3.
1
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 21, 2012
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Hydromer Inc.
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Robert Y. Lee
Chief Accounting Officer
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Date: November 21, 2012
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Hydromer Inc.
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By: /s/ Manfred F. Dyck
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Manfred F. Dyck
President, Principal Executive Officer, Chairman of Board of Directors
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2
INDEX OF EXHIBITS
Exhibit Number
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Description
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31.1
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Certification of Manfred F. Dyck, Chief Executive Officer, pursuant to
Securities Exchange Act Rule 13a-14(a) (1)
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31.2
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Certification of Robert Y. Lee, Chief Financial Officer, pursuant
to Securities Exchange Act Rule 13a-14(a) (1)
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Manfred F. Dyck, Chief Executive Officer of Hydromer, Inc.
(1)
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32.2
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Robert Y. Lee, Chief Financial Officer of Hydromer, Inc. (1)
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101.INS
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XBRL Instance Document. (2)
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101.SCH
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XBRL Taxonomy Extension Schema Document. (2)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document. (2)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document. (2)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document. (2)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document. (2)
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(1) These exhibits were previously included in the
Registrant’s Form 10-K for the fiscal year ended June 30, 2012, filed with the SEC on November 16, 2012.
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(2) Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibits 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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3
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