UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-12477
AMGEN INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3540776
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Amgen Center Drive, Thousand Oaks, California 91320-1789
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 805-447-1000
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.0001 par value, Common shares purchase rights,
Contractual contingent payment rights
(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 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]
The approximate aggregate market value of voting and non-voting stock
held by non-affiliates of the registrant was $13,380,017,000 as of
February 28, 1998 (A)
255,754,703
(Number of shares of common stock outstanding as of February 28, 1998)
Documents incorporated by reference:
Document Form 10-K Parts
Definitive 1998 Proxy Statement, to be filed within
120 days of December 31, 1997 (specified portions) III
(A) Excludes 3,895,561 shares of common stock held by directors and
officers, and any stockholders whose ownership exceeds five percent
of the shares outstanding, at February 28, 1998. Exclusion of
shares held by any person should not be construed to indicate that
such person possesses the power, directly or indirectly, to direct
or cause the direction of the management or policies of the
registrant, or that such person is controlled by or under common
control with the registrant.
EXPLANATORY STATEMENT
This Amendment No. 1 to the Annual Report on Form 10-K for Amgen
Inc. (the "Company") for the fiscal year ended December 31, 1997 is
being filed to amend Item 14 (a) (3) by adding as Exhibits, certain
amended and restated financial data schedules.
As reported in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 (the "Initial Form 10-K"), the
Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earning Per Share," which required a retroactive change in
the method used to compute and display earnings per share information.
Although earnings per share information presented in the Initial Form
10-K for prior periods was restated to the new method, financial data
schedules for prior periods, restated in accordance with SFAS No. 128,
were not included. Such restated financial data schedules are filed
pursuant to this Amendment No. 1. This Amendment No. 1 is also being
filed to amend certain amounts in the restated financial data
schedules, as footnoted, to properly state information required by
Regulation S-K, Item 601 (c), Appendix A. In addition, the financial
data schedule filed as an exhibit to the Initial Form 10-K is also
being amended, as footnoted, to properly state certain amounts
required by Regulation S-K, Item 601 (c), Appendix A and filed
pursuant to this Amendment No. 1.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a)3. Exhibits
Exhibit No. Description
3.1 Restated Certificate of Incorporation as amended. (19)
3.2* Amended and Restated Bylaws.
4.1 Indenture dated January 1, 1992 between the Company and
Citibank N.A., as trustee. (8)
4.2 Forms of Commercial Paper Master Note Certificates. (10)
4.3 First Supplement to Indenture, dated February 26, 1997
between the Company and Citibank N.A., as trustee. (16)
4.4 Officer's Certificate pursuant to Sections 2.1 and 2.3
of the Indenture, as supplemented, establishing a series
of securities "8-1/8% Debentures due April 1, 2097."
(18)
4.5 8-1/8% Debentures due April 1, 2097. (18)
4.6 Form of stock certificate for the common stock, par
value $.0001 of the Company. (19)
4.7 Officer's Certificate pursuant to Sections 2.1 and 2.3
of the Indenture, dated as of January 1, 1992, as
supplemented by the First supplemental Indenture, dated
as of February 26, 1997, each between the Company and
Citibank, N.A., as Trustee, establishing a series of
securities entitled "6.50% Notes Due December 1, 2007".
(22)
4.8 6.50% Notes Due December 1, 2007 described in Exhibit
4.7. (22)
10.1*+ Company's Amended and Restated 1991 Equity Incentive
Plan.
10.2+ Company's Amended and Restated 1984 Stock Option Plan.
(14)
10.3 Shareholder's Agreement of Kirin-Amgen, Inc., dated May
11, 1984, between the Company and Kirin Brewery Company,
Limited (with certain confidential information deleted
therefrom). (1)
10.4 Amendment Nos. 1, 2, and 3, dated March 19, 1985, July
29, 1985 and December 19, 1985, respectively, to the
Shareholder's Agreement of Kirin-Amgen, Inc., dated May
11, 1984 (with certain confidential information deleted
therefrom). (3)
10.5 Product License Agreement, dated September 30, 1985, and
Technology License Agreement, dated, September 30, 1985
between the Company and Ortho Pharmaceutical Corporation
(with certain confidential information deleted
therefrom). (2)
10.6 Product License Agreement, dated September 30, 1985, and
Technology License Agreement, dated September 30, 1985
between Kirin-Amgen, Inc. and Ortho Pharmaceutical
Corporation (with certain confidential information
deleted therefrom). (3)
10.7+ Company's Amended and Restated Employee Stock Purchase
Plan. (14)
3
10.8 Research, Development Technology Disclosure and License
Agreement PPO, dated January 20, 1986, by and between
the Company and Kirin Brewery Co., Ltd. (4)
10.9 Amendment Nos. 4 and 5, dated October 16, 1986
(effective July 1, 1986) and December 6, 1986 (effective
July 1, 1986), respectively, to the Shareholders
Agreement of Kirin-Amgen, Inc. dated May 11, 1984 (with
certain confidential information deleted therefrom). (5)
10.10 Assignment and License Agreement, dated October 16,
1986, between the Company and Kirin-Amgen, Inc. (with
certain confidential information deleted therefrom). (5)
10.11 G-CSF European License Agreement, dated December 30,
1986, between Kirin-Amgen, Inc. and the Company (with
certain confidential information deleted therefrom). (5)
10.12 Research and Development Technology Disclosure and
License Agreement: GM-CSF, dated March 31, 1987, between
Kirin Brewery Company, Limited and the Company (with
certain confidential information deleted therefrom). (5)
10.13+ Company's Amended and Restated 1988 Stock Option Plan.
(14)
10.14+ Company's Amended and Restated Retirement and Savings
Plan. (14)
10.15 Amendment, dated June 30, 1988, to Research,
Development, Technology Disclosure and License
Agreement: GM-CSF dated March 31, 1987, between Kirin
Brewery Company, Limited and the Company. (6)
10.16 Agreement on G-CSF in the EU, dated September 26, 1988,
between Amgen Inc. and F. Hoffmann-La Roche & Co.
Limited Company (with certain confidential information
deleted therefrom). (7)
10.17 Supplementary Agreement to Agreement dated January 4,
1989 to Agreement on G-CSF in the EU, dated September
26, 1988, between the Company and F. Hoffmann-La Roche &
Co. Limited Company, (with certain confidential
information deleted therefrom). (7)
10.18 Agreement on G-CSF in Certain European Countries, dated
January 1, 1989, between Amgen Inc. and F. Hoffmann-La
Roche & Co. Limited Company (with certain confidential
information deleted therefrom). (7)
10.19 Partnership Purchase Agreement, dated March 12, 1993,
between the Company, Amgen Clinical Partners, L.P.,
Amgen Development Corporation, the Class A limited
partners and the Class B limited partner. (9)
10.20+ Amgen Supplemental Retirement Plan dated June 1, 1993.
(11)
10.21 Promissory Note of Mr. Kevin W. Sharer, dated June 4,
1993. (11)
10.22+ Amgen Performance Based Management Incentive Plan. (17)
10.23 Credit Agreement, dated as of June 23, 1995, among Amgen
Inc., the Borrowing Subsidiaries named therein, the
Banks named therein, Swiss Bank Corporation and ABN AMRO
Bank N.V., as Issuing Banks, and Swiss Bank Corporation,
as Administrative Agent. (12)
10.24 Promissory Note of Mr. George A. Vandeman, dated
December 15, 1995. (13)
10.25 Promissory Note of Mr. George A. Vandeman, dated
December 15, 1995. (13)
10.26 Promissory Note of Mr. Stan Benson, dated March 19,
4
1996. (13)
10.27+ Amendment No. 1 to the Company's Amended and Restated
Retirement and Savings Plan. (14)
10.28+ Amendment Number 5 to the Company's Amended and Restated
Retirement and Savings Plan dated January 1, 1993. (17)
10.29+ Amendment Number 2 to the Company's Amended and Restated
Retirement and Savings Plan dated April 1, 1996. (17)
10.30 First Amendment to Credit Agreement, dated as of
December 12, 1996, among Amgen Inc., the Borrowing
Subsidiaries named therein, and Swiss Bank Corporation
as Administrative Agent. (17)
10.31 Fourth Amendment to Rights Agreement, dated February 18,
1997 between Amgen Inc. and American Stock Transfer and
Trust Company, Rights Agent. (15)
10.32 Preferred Share Rights Agreement, dated February 18,
1997, between Amgen Inc. and American Stock Transfer and
Trust Company, Rights Agent. (15)
10.33+ Consulting Agreement, dated November 15, 1996, between
the Company and Daniel Vapnek. (17)
10.34+ Agreement, dated May 30, 1995, between the Company and
George A. Vandeman. (17)
10.35+ First Amendment, effective January 1, 1998, to the
Company's Amended and Restated Employee Stock Purchase
Plan. (20)
10.36+ Third Amendment, effective January 1, 1997, to the
Company's Amended and Restated Retirement and Savings
Plan dated April 1, 1996. (20)
10.37 Heads of Agreement dated April 10, 1997, between the
Company and Kirin Amgen, Inc., on the one hand, and F.
Hoffmann-La Roche Ltd, on the other hand (with certain
confidential information deleted therefrom). (20)
10.38 Binding Term Sheet, dated August 20, 1997, between
Guilford Pharmaceuticals Inc. ("Guilford") and GPI NIL
Holdings, Inc., and Amgen Inc. (with certain
confidential information deleted therefrom). (21)
10.39* Promissory Note of Ms. Kathryn E. Falberg, dated April
7, 1995.
10.40* Promissory Note of Mr. Edward F. Garnett, dated July 18,
1997.
10.41*+ Fourth Amendment to the Company's Amended and Restated
Retirement and Savings Plan as amended and restated
effective April 1, 1996.
10.42*+ Fifth Amendment to the Company's Amended and Restated
Retirement and Savings Plan as amended and restated
effective April 1, 1996.
21* Subsidiaries of the Company.
23* Consent of Ernst & Young LLP, Independent Auditors.
24* Power of Attorney.
27** Amended - Financial Data Schedule for the Year Ended
December 31, 1997.
27.1** Amended and restated - Financial Data Schedule for the
Year Ended December 31, 1996; and for the Year Ended
December 31, 1995.
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27.2** Amended and restated - Financial Data Schedule for the
Nine Months Ended September 30, 1997; for the Six Months
Ended June 30, 1997; and for the Three Months Ended March
31, 1997.
27.3** Amended and restated - Financial Data Schedule for the
Nine Months Ended September 30, 1996; for the Six Months
Ended June 30, 1996; and for the Three Months Ended March
31, 1996.
----------------
** Filed herewith.
+ Management contract or compensatory plan or arrangement.
* Previously filed as part of the Registrant's initial Annual Report
on Form 10-K filed with the Commission on March 24, 1998.
(1) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended March 31, 1984 on June 26, 1984 and incorporated
herein by reference.
(2) Filed as an exhibit to Quarterly Report on Form 10-Q for the
quarter ended September 30, 1985 on November 14, 1985 and
incorporated herein by reference.
(3) Filed as an exhibit to Quarterly Report on Form 10-Q for the
quarter ended December 31, 1985 on February 3, 1986 and
incorporated herein by reference.
(4) Filed as an exhibit to Amendment No. 1 to Form S-1 Registration
Statement (Registration No. 33-3069) on March 11, 1986 and
incorporated herein by reference.
(5) Filed as an exhibit to the Form 10-K Annual Report for the year
ended March 31, 1987 on May 18, 1987 and incorporated herein by
reference.
(6) Filed as an exhibit to Form 8 amending the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1988 on August 25, 1988
and incorporated herein by reference.
(7) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended March 31, 1989 on June 28, 1989 and incorporated
herein by reference.
(8) Filed as an exhibit to Form S-3 Registration Statement dated
December 19, 1991 and incorporated herein by reference.
(9) Filed as an exhibit to the Form 8-A dated March 31, 1993 and
incorporated herein by reference.
(10) Filed as an exhibit to the Form 10-Q for the quarter ended March
31, 1993 on May 17, 1993 and incorporated herein by reference.
(11) Filed as an exhibit to the Form 10-Q for the quarter ended
September 30, 1993 on November 12, 1993 and incorporated herein
by reference.
(12) Filed as an exhibit to the Form 10-Q for the quarter ended
June 30, 1995 on August 11, 1995 and incorporated herein by
reference.
(13) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1995 on March 29, 1996 and incorporated
herein by reference.
(14) Filed as an exhibit to the Form 10-Q for the quarter ended
September 30, 1996 on November 5, 1996 and incorporated herein
by reference.
(15) Filed as an exhibit to the Form 8-K Current Report dated
February 18, 1997 on February 28, 1997 and incorporated herein
by reference.
(16) Filed as an exhibit to the Form 8-K Current Report dated March
14, 1997 on March 14, 1997 and incorporated herein by reference.
(17) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1996 on March 24, 1997 and incorporated
herein by reference.
6
(18) Filed as an exhibit to the Form 8-K Current Report dated April
8, 1997 on April 8, 1997 and incorporated herein by reference.
(19) Filed as an exhibit to the Form 10-Q for the quarter ended March
31, 1997 on May 13, 1997 and incorporated herein by reference.
(20) Filed as an exhibit to the Form 10-Q for the quarter ended June
30, 1997 on August 12, 1997 and incorporated herein by
reference.
(21) Filed as exhibit 10.47 to the Guilford Form 8-K Current Report
dated August 20, 1997 on September 4, 1997 and incorporated
herein by reference.
(22) Filed as an exhibit to the Form 8-K Current Report dated and
filed on December 5, 1997 and incorporated herein by reference.
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Amgen Inc.
(Registrant)
Date: 5/8/98 By: /s/ KATHRYN E. FALBERG
Kathryn E. Falberg
Vice President, Finance,
Chief Financial Officer
and Chief Accounting
Officer