UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2003 | |
| 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 0-27628
SUPERGEN, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) | 91-1841574 (IRS Employer Identification Number) | |
4140 Dublin Blvd., Suite 200, Dublin, CA (Address of principal executive offices) | 94568 (Zip Code) |
Registrant's telephone number, including area code:(925) 560-0100
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of Class)
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 ý No o
Indicate by check mark whether Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý No o
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 the 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. ý
The aggregate market value of the voting stock held by non-affiliates of the Registrant (based on the closing sale price of the Common Stock as reported on the Nasdaq Stock Market on June 30, 2003, the last business day of the Registrant's most recently completed second fiscal quarter) was approximately $178,517,248. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the Registrant's Common Stock as of the close of business on February 27, 2004 was 38,470,198.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III incorporate by reference information from the definitive proxy statement for the Registrant's Annual Meeting of Stockholders to be held on May 6, 2004.
This Amendment No. 1 to SuperGen, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 is being filed solely for the purpose of correcting certain errors in Exhibits 31.1 and 31.2 to such Form 10-K filed electronically with the Securities and Exchange Commission on March 4, 2004. The amended certifications are intended to replace the incorrect certifications, and no other changes are being made by means of this filing.
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29th day of March 2004.
| SUPERGEN, INC. | ||||
By: | /s/ JAMES S. J. MANUSO James S.J. Manuso Chief Executive Officer, President and Director | |||
Pursuant to the requirements of the Exchange Act, this Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Title | Date | ||
|---|---|---|---|---|
/s/ JAMES S. J. MANUSO James S. J. Manuso | Chief Executive Officer, President and Director (Principal Executive Officer) | March 29, 2004 | ||
/s/ MICHAEL MOLKENTIN Michael Molkentin | Chief Financial Officer (Principal Financial and Accounting Officer) | March 29, 2004 | ||
* Charles Casamento | Director | March 29, 2004 | ||
* Thomas V. Girardi | Director | March 29, 2004 | ||
* Walter J. Lack | Director | March 29, 2004 | ||
* Joseph Rubinfeld | Director | March 29, 2004 | ||
* Michael Young | Director | March 29, 2004 |
| *By: | /s/ MICHAEL MOLKENTIN Attorney-in-fact |
