UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2 to the Form 10-Q Filed January 31, 1995) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-15609 AGOURON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 33-0061928 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 10350 NORTH TORREY PINES ROAD, LA JOLLA, CALIFORNIA 92037-1020 (Address and zip code of principal executive offices) (619) 622-3000 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report.) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Approximately 7,294,000 shares of the Company's Common Stock, no par value, were outstanding as of January 22, 1995. Item 6. Exhibits and Reports on Form 8-K: a. Exhibits: 10.54 Development and License Agreement dated December 1, 1994 between Japan Tobacco Inc. and the Company (confidential treatment has been requested for portions of this agreement pursuant to an application dated January 31, 1995) 10.55 Third Amendment of Agreement One effective January 15, 1995 between Japan Tobacco Inc. and the Company (confidential treatment has been requested for portions of this agreement pursuant to an application dated January 31, 1995) b. Reports on Form 8-K: None SIGNATURE Pursuant to the requirements 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. AGOURON PHARMACEUTICALS, INC. Date: June 21, 1995 /s/ Steven S. Cowell ------------------------------------------- Steven S. Cowell Vice President, Finance and Chief Financial Officer and Chief Accounting Officer