**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K/A**

 

**(Amendment No. 2)**

 

**ý****  ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**For fiscal year ended December 31, 2004**

 

**OR**

 

o  **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from          to         .**

 

**Commission File Number:  0-22743**

 

**iVOW, INC.**

(Exact name of Registrant as specified in its charter)

 
| **DELAWARE**                                                    | ** ** | **94-3184035**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |

 

**2101 Faraday Avenue,Carlsbad, California 92008**

(Address of principal executive offices)

 

**(760) 603-9120**

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of theAct:  **None**

 

Securities registered pursuant to Section 12(g)  ofthe Act:  **Common Stock, par value $.01per share**

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes  ý No  o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Exchange Act).    Yes  o No  ý

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.  o

 

Theaggregate market value of the voting stock held by nonaffiliates of theregistrant as of June 30, 2004 was approximately $12,300,000.  Forthe purposes of this calculation, shares owned by officers, directors and 10%stockholders known to the registrant have been deemed to be owned byaffiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes.

 

Thenumber of shares outstanding of the registrant’s Common stock as of March 31,2005 was 11,062,346.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Certainexhibits filed with the Registrant’s prior registration statements and forms10-Q and 10-K are incorporated herein by reference into Part III of thisReport.

 

**EXPLANATORY NOTE**

 

This Amendment No. 2 to our Annual Report on Form 10-K for the fiscalyear ended December 31, 2004 (the “Report”) changes the presentation ofinformation previously disclosed in Item 10 of Part III of the Report, whichwas included in Amendment No. 1 to the Report, filed on May 2, 2005.  No attempt has been made in this Amendment No.2 to modify or update any other disclosures in the Report.  Accordingly, this Amendment No. 2 should beread in conjunction with the Report and with our other filings made with theSecurities and Exchange Commission subsequent to the filing of the Report,including any amendments to those filings.

 

 

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**Item 10.****                                                   ****DIRECTORS AND EXECUTIVEOFFICERS OF THE REGISTRANT**

 

**(a)****                                 ****Identification of Directors.** Our Board of Directors is divided into threeclasses with staggered terms, each class serving three years. Scott R. Pancoastand C. Fred Toney will continue to serve until the 2005 Annual Meeting ofStockholders, or until their respective successors have been duly elected andqualified.  George B. DeHuff, James D.Durham and Michael H. Owens, M.D. will continue to serve until the date of the2006 Annual Meeting of Stockholders, or until their respective successors havebeen duly elected and qualified.  JamesHornthal and John R. Lyon will continue to serve until the 2007 Annual Meetingof Stockholders, or until their respective successors have been duly electedand qualified.

 

The name, age and year in which the term expires ofeach member of our Board of Directors is set forth below:

 
| **Name**               | ** ** | **Age** | ** ** | **Term** |
|------------------------|------------|---------|------------|----------|
| George B. DeHuff       |       | 51      |       | 2006     |
| James D. Durham        |       | 58      |       | 2006     |
| James Hornthal         |       | 51      |       | 2007     |
| John R. Lyon           |       | 59      |       | 2007     |
| Michael H. Owens, M.D. |       | 53      |       | 2006     |
| Scott R. Pancoast      |       | 46      |       | 2005     |
| C. Fred Toney          |       | 39      |       | 2005     |

 

***GEORGE B. DEHUFF***.  Mr. DeHuff has served as a Director ofthe Company since June 2001.  Mr. DeHuffwas appointed President and Chief Executive Officer of BI Incorporated in May2001.  Prior to BI, Mr. DeHuff wasPresident and Chief Executive Officer of Davita Inc. (formerly Total RenalCare) from 1999.  From 1994 to 1999, Mr.DeHuff served in various senior executive capacities with American MedicalResponse, including President and Chief Executive Officer from 1997.  From 1991 to 1994, Mr. DeHuff was Presidentand Chief Executive Officer of LifeFleet, Inc. Mr. DeHuff also serves on the board of directors of a privatecompany.  Mr. DeHuff holds an MBA fromthe University of Michigan-Ann Arbor.

 

***JAMES D. DURHAM***.  Mr. Durham has served as a Director ofthe Company since August 2004.  Mr.Durham has over 35 years experience in the creation and management of technologyand service companies, primarily in the healthcare industry.  He currently serves as Chairman and ChiefExecutive Officer of Crdentia Corporation (CRDE), which he founded in 2002 toprovide temporary nurse staffing to hospitals. Previously, Mr. Durham founded QuadraMed Corporation; a company thatprovides a suite of software products and services focused on the financial andclinical needs of hospitals.  In 1999,Mr. Durham founded ChartOne Corporation to offer secure web-based storage andretrieval capabilities for medical records, which has grown to have more than1,000 hospital customers.  Mr. Durham isa graduate of the University of Florida, holds an MBA from UCLA and is aCertified Public Accountant licensed in Illinois.

 

***JAMES HORNTHAL***.  Mr. Hornthal has served as a Director ofthe Company since August 2004.  Mr.Hornthal is Lester Center Fellow for Entrepreneurship and Innovation at the UCBerkeley Haas School of Business.  He isalso a Venture Partner at Atrium Capital, a venture capital fund focusing onearly stage investments in technology companies in partnership with severalFortune 1000 corporations.  In 1985, Mr.Hornthal founded Preview Travel, serving as its Chairman since inception andevolving its strategy to become a leading global internet travel serviceprovider.  In 2000, Preview Travel wasmerged with a division of Sabre Holdings to form Travelocity.com; with Mr.Hornthal serving as Vice Chairman until April 2002.  Mr. Hornthal was also a co-founder andChairman of the Board of HealthCentral Corporation, a leading Internet providerof healthcare information and products to consumers and medical professionals,from 1998 to 2001.  Previously, Mr.Hornthal was a General Partner at Oak Grove Ventures and a Consultant for TheBoston Consulting Group.  Mr. Hornthal alsoserves on the board of directors of two private companies and two non-profitorganizations.  Mr. Hornthal is agraduate of Princeton University and holds an MBA from Harvard Business School,where he was a Baker Scholar.

 

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***JOHN R. LYON***.  MrLyon is President and Chief Executive Officer of Leptos Biomedical, Inc., anearly stage company developing a neurostimulation therapy for obesity.Previously, Mr. Lyon co-founded iVOW in July 1993 and served as President fromJuly 1993 until February 2005, as Chief Executive Officer from December 1996until March 2005 and as a Director of the Company since July 1995.  Prior to co-founding iVOW, Mr. Lyonserved with Cooper Companies, as President of the International Division withinCooper’s Health Care Group from January 1991 through December 1992, and asPresident of Cooper Surgical, a manufacturer and distributor of minimallyinvasive surgical products, from January 1992 through January 1993.  Mr. Lyon also serves on the board ofdirectors of two private companies.  Mr. Lyonholds a B.A. from the University of Durham, United Kingdom.

 

***MICHAEL H. OWENS, M.D.*  **Dr. Owens began his employment with iVOWas the Chief Medical Officer in September 2003 and has served as Presidentsince February 2005, as Chief Executive Officer since April 2005 and as aDirector of the Company since September 2003. Dr. Owens is a physician executive with over 20 years of executivehealthcare, managed care, physician practice management, marketing andstrategic planning experience, as well as 15 years of clinical practiceexperience. Prior to joining iVOW, Dr. Owens was President of Imhotep Health Systems,Inc., a healthcare and managed care consulting firm specializing in strategicbusiness and clinical resource planning and implementation, from 1996 to 2003.  Dr. Owens serves on the board of trustees of BowdoinCollege.   His previous experienceincludes senior management roles with CIGNA HealthCare, the Watts HealthFoundation and the U.S. Public Health Service. His professional certificationsand memberships include Fellow, American College of Physician Executives;Diplomat, American College of Physician Executives; Diplomat, American Board ofQuality Assurance and Utilization Review; and, Diplomat, American Board ofInternal Medicine.  He earned his MDdegree from Yale University School of Medicine, his MPH in HospitalAdministration from Yale University School of Public Health and his AB degreeCum Laude with a major in Chemistry from Bowdoin College, Brunswick, ME.  Dr.Owens completed his Hospital Administration Residency at Montefiore Hospital,in Bronx, NY, and his Internal Medicine Residency at the University ofWashington in Seattle.

 

***SCOTT R. PANCOAST***.  Mr. Pancoast has served as a Director ofthe Company since March 2003.   Mr.Pancoast has been the Executive Vice President of Western States InvestmentGroup, a privately owned investment firm with a venture-capital focus, since1994.  He was appointed as the ChiefExecutive Officer of Lpath Therapeutics, a private biotechnology company ofwhich Western States is a major shareholder, in March 2005.  Prior to Western States, he was Senior VicePresident and a Director of National Sanitary Supply, where he founded andmanaged the company’s Midwest Division. Mr. Pancoast was also Chief Financial Officer of National SanitarySupply from 1986, when it went public, until 1988.  Mr. Pancoast also serves on the board ofdirectors of eleven private companies and one non-profit organization.  Mr. Pancoast holds a B.A. in Economics fromthe University of Virginia and an MBA from Harvard Business School.

 

***C. FRED TONEY***.  Mr. Toney has served as a Director ofthe Company since August 2004.  SinceDecember 2001, Mr. Toney has served as a managing member of MedCap Management& Research, LLC, the general partner of MedCap Partners, L.P. and MedCap OffshorePartners Offshore, Ltd.  MedCapManagement & Research LLC is an investment advisory firm specializing in healthcare,life sciences and medical technology and devices.  From February 2001 to November 2001, Mr.Toney served as President and Chief Executive Officer of HealthCentral.com,Inc., a provider of healthcare e-commerce to consumers, through the sale of itsfive primary operating divisions, and from July 1999 to February 2001 asExecutive Vice President and Chief Financial Officer. Mr. Toney previouslyserved as senior managing partner, director of research and research analyst atPacific Growth Equities, Inc., an investment banking and institutionalbrokerage firm.  Mr. Toney previouslyserved as research analyst or associate at Volpe, Welty & Company, aninvestment banking firm; RCM Capital Management, an investment management firm;Donaldson, Lufkin & Jenrette Securities Corporation, an investment bankingand institutional brokerage firm; and Phamavite Pharmaceuticals Corporation, apharmaceutical manufacturing firm.  Mr.Toney also serves on the board of directors of Crdentia Corporation, a providerof temporary nurse staffing to hospitals. Mr. Toney received a Bachelor of Arts degree in economics and Englishfrom the University of California at Davis.

 

**Involvementin Certain Legal Proceedings**

 

Mr. Toney served as President and ChiefExecutive Officer of HealthCentral.com, Inc., a provider of healthcaree-commerce to consumers, from February 2001 to November 2001 and served asExecutive Vice President and Chief Financial Officer from July 1999 to February2001.  HealthCentral.com, Inc. filed apetition for Chapter 11 reorganization under the federal bankruptcy code inOctober 2001.

 

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**Audit Committee**

 

The Audit Committee of the Board of Directorscurrently consists of Mr. Pancoast, Mr. DeHuff and Mr. Durham. The Boardhas determined that all members of the Audit Committee are independentdirectors under the rules of the Nasdaq Stock Market and each of them is ableto read and understand fundamental financial statements, and thatMr. Pancoast qualifies as an “audit committee financial expert.” Thepurpose of the Audit Committee is to oversee our accounting and financialreporting processes and audits of our financial statements. Theresponsibilities of the Audit Committee include appointing and providing thecompensation of the independent accountants to conduct the annual audit of ouraccounts, reviewing the scope and results of the independent audits, reviewingand evaluating internal accounting policies, and approving all professionalservices to be provided to the Company by its independent accountants. TheBoard of Directors has adopted a formal written charter for the AuditCommittee.

 

**Director Compensation**

 

We reimburse our directors for all reasonable andnecessary travel and other incidental expenses incurred in connection withtheir attendance at meetings of the Board. We also compensate our outside directors $1,000 per month fortheir services as directors, $1,500 for each board meeting that they attend inperson, $250 for each telephonic meeting and $500 for each committee meetingthey participate in.

 

Under our 1997 Stock Option/Issuance Plan, asamended (the “Plan”), which was adopted in February 1997 and amended inMarch and May 1997, in June 2001, in June 2003 and in October2004, on the date of each Annual Meeting, option grants shall be made to(i) each new director who is elected to the Board at that particular AnnualMeeting and (ii) each continuing director. Each director shall be granted an option to purchase 40,000 shares of commonstock at the Annual Meeting at which he or she is first elected to the Boardand an option to purchase 10,000 shares of common stock at each Annual Meetingthereafter.  In addition, each newdirector who is elected to the Board at a time other than an Annual Meetingshall be granted an option to purchase 40,000 shares of common stock and shallthereafter be eligible for the regular 10,000-share grants describedabove.  Each director automaticallyreceived an option to purchase 40,000 shares on October 21, 2004. These options will have an exercise priceequal to 100% of the fair market value of the common stock on the grant date.The grant of 40,000 shares as follows: 50% upon completion of one year of Service and 25% upon completion ofeach of the second and third years of Service. Each 10,000 share option grant shall vest upon completion of one year ofService from the date of grant.  Noportion of the automatic option grant shall vest after the optionee has ceasedto be a member of the Board. However,the shares will immediately vest in full upon changes in control or ownershipor upon the optionee’s death or disability.

 

Under our 1995 Stock Option Plan (the “PredecessorPlan”), each non-employee director received a fully vested option to purchase1,125 shares of common stock in December 1996, and Mr. Lyon receivedan option to purchase 2,812 shares of common stock. The option grant toMr. Lyon vested over five years from the date of grant.

 

**(b)****                                 ****Identification of ExecutiveOfficers.**  Our executive officers as of April 1, 2005,are as follows:

 
| **Name**                   | ** ** | **Age** | ** ** | **Position**                                                            |
|----------------------------|------------|---------|------------|-------------------------------------------------------------------------|
| Michael H. Owens, M.D. (1) |       | 53      |       | President, Chief Executive Officer, Chief Medical Officer and  Director |
| Howard Sampson (2)         |       | 54      |       | Vice President of Finance, Chief Financial Officer and Secretary        |

 

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(1)                                  Dr. Owens became our Chief Executive Officeras of April 1, 2005.

(2)                                  Mr. Sampson became our Chief FinancialOfficer and Secretary as of July 1, 2004.

 

***MICHAEL H. OWENS, M.D.*  **Dr. Owens’ information is provided inthe prior section.

 

***HOWARD SAMPSON***  Mr.Sampson started as a consultant to iVOW in January 2004 and assumed the role ofVice President of Finance and Chief Financial Officer in July 2004.  Prior to that Mr. Sampson served as VicePresident and Chief Financial Officer for The Immune Response Corporation from May1999 to July 2002 and for Genta Inc. from December 1991 to October 1996.  Mr. Sampson also was 

 

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employed by Gen-Probe Inc. from1986 to 1990 where he held various positions including Controller and Treasurerand Chief Financial Accountant.  Mr.Sampson has also held various senior consulting positions with both public andprivate corporate medical clients between periods of employment.  Mr. Sampson also serves as a director of aprivate company.  Mr. Sampson is aCertified Public Accountant (California) and began his career in publicaccounting with KPMG in San Diego.  Mr.Sampson is a graduate of San Diego State University.

 

Our executive officers serve at thediscretion of our Board of Directors, and all of our executive officers areemployed at will.

 

**Family Relationships**

 

There are no family relationships among any of ourdirectors or executive officers.

 

**Code of Ethics**

 

We have adopted a code of ethics that applies to allofficers and employees, including our principal executive officer and principalfinancial officer. This code of ethics is available on our website at *http://www.ivow.com.*

 

**(c)****                                 ****Compliance withSection 16(a) of the Exchange Act.**

 

The members of the Board of Directors, our executiveofficers and persons who hold more than 10% of our outstanding Common stock aresubject to the reporting requirements of Section 16(a) of the SecuritiesExchange Act of 1934 which require them to file reports with respect to theirownership of the Common stock and their transactions in such Common stock.Based on a review of the copies of such reports furnished to us, orrepresentations regarding the necessity to file such reports, we haveidentified the following failures to file reports: Messrs. DeHuff , Hornthal,Durham and Pancoast each missed the filing deadline for a report on Form 4related to automatic stock option grants they received in connection with theirservice as directors of the Company. Each of these individuals have now filed the required reports on Form 4.

 

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**P****ART IV**

 

**Item 15.****   ****EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

**(c) Exhibits**

 

The following exhibits are filed herewith:

 
| 31.1 |   | Certification of  principal executive officer filed pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
|------|--------|----------------------------------------------------------------------------------------------------------------------|
| 31.2 |   | Certification of  principal financial officer filed pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |

 

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SIGNATURES

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this, report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

 
|   |                     |   |   |   |   | iVOW, INC.                  |
|--------|--------------------------|--------|--------|--------|--------|-----------------------------|
|   |                     |   |   |   |   |                        |   |
|   |                     |   |   |   |   |                        |   |
|   | Date:  May 5,  2005 |   |   |   | By:    | /s/ Michael H. Owens,  M.D. |   |
|   |                     |   |   |   |   |                        | Michael H. Owens, M.D. |
|   |                     |   |   |   |   |                        | Chief Executive  Officer and President |

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this Report hasbeen signed below by the following persons on behalf of the Registrant in thecapacities and on the dates indicated.

 
| **SIGNATURE**                     |   | **TITLE**                                                              |                           | **DATE** |        |   |
|-----------------------------------|--------|------------------------------------------------------------------------|--------------------------------|----------|-------------|--------|
|                              |   |                                                                   |                           |     |        |   |
| /s/  Michael H.  Owens, M.D. |   |                                                                   | Chief Executive                |     | May 5, 2005 |   |   |
| (Michael H. Owens,  M.D.)         |   | Officer, President and  Director (Principal Executive Officer)         |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| /s/ Howard Sampson                |   |                                                                   | Vice President of  Finance and |     | May 5, 2005 |   |   |
| (Howard Sampson)                  |   | Chief Financial Officer  (Principal  Financial and Accounting Officer) |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Director                       |     | May 5, 2005 |   |   |
| (George B. DeHuff)                |   |                                                                   |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Director                       |     | May 5, 2005 |   |   |
| (James D. Durham)                 |   |                                                                   |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Director                       |     | May 5, 2005 |   |   |
| (James Hornthal)                  |   |                                                                   |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Chairman of the Board          |     | May 5, 2005 |   |   |
| (John R. Lyon)                    |   |                                                                   |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Director                       |     | May 5, 2005 |   |   |
| (Scott R. Pancoast)               |   |                                                                   |                           |     |        |   |
|                         |   |                                                                   |                           |     |        |
| *                                 |   |                                                                   | Director                       |     | May 5, 2005 |   |
| (C. Fred Toney)                   |   |                                                                   |                           |     |        |
|                                   |        |                                                                        |                                |          |             |        |  |  |  |  |  |

 

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|  * | By:    | /s/ Howard Sampson |   |
|---------|--------|--------------------|--------|
|    |   | Howard Sampson     |
|    |   | Attorney-in-Fact   |

 

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