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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 2)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NO. 0-23930
TARGETED GENETICS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-1549568
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
1100 OLIVE WAY, SUITE 100
SEATTLE, WA 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (206) 623-7612
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK, $.01 PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS, $.01 PAR VALUE
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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation SK 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]
Indicate the aggregate market value of voting stock held by nonaffiliates
of the Registrant as of March 3, 1997: $69,785,575.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of March 3, 1997:
TITLE OF CLASS NUMBER OF SHARES
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Common Stock, $.01 par value 20,161,434
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Proxy Statement for the Annual Meeting of
Shareholders held on May 7, 1997, are incorporated by reference into Part III
of the Form 10-K that is amended by this Form 10-K/A.
The Form 10-K for the fiscal year ended December 31, 1996 for Targeted
Genetics Corporation is hereby amended to file certain exhibits as more fully
set forth in Part IV, Item 14 below.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS. The following Financial Statements are included
in Part II, Item 8 of the Form 10-K.
PAGE(S) IN
10-K
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Consolidated Balance Sheets at December 31, 1996 and 1995................. 24
Consolidated Statements of Operations for the years ended December 31,
1996, 1995, and 1994 and for the period from March 9, 1989 (date of
inception) through December 31, 1996.................................... 25
Consolidated Statements of Shareholders' Equity for the period from March
9, 1989 (date of inception) through December 31, 1996................... 26 - 27
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1995, and 1994 and for the period from March 9, 1989 (date of
inception) through December 31, 1996.................................... 28
Notes to Consolidated Financial Statements................................ 29 - 36
Report of Ernst and Young LLP, Independent Auditors....................... 37
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2. FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted because the required
information is either included in the financial statements or the notes thereto
or is not applicable.
3. EXHIBITS
2.1 Agreement and Plan of Merger dated as of April 16, 1996, by and among
Targeted Genetics Corporation, TGC Acquisition Corporation and RGene
Therapeutics, Inc. (Exhibit 2.1) (E)
3.1 Amended and Restated Articles of Incorporation (Exhibit 3.1) (I)
3.2 Amended and Restated Bylaws (Exhibit 3.2) (I)
4.1 Warrant to Purchase 11,000 shares of the Common Stock of Targeted
Genetics Corporation, issued to MMC/GATX Partnership No. 1 on December
27, 1993, as amended (D)
4.2 Warrant to Purchase 11,000 shares of the Common Stock of Targeted
Genetics Corporation, issued to LINC Capital Management, Ltd. on
December 27, 1993 (Exhibit 4.3) (A)
4.3 Warrant to Purchase 18,701 shares of the Common Stock of Targeted
Genetics Corporation, issued to MMC/GATX Partnership No. 1 on November
30, 1994 (Exhibit 4.3) (B)
4.4 Warrant Agreement between Targeted Genetics Corporation and First
Interstate Bank of Washington, N.A., as Warrant Agent (D)
4.5 Specimen Warrant Certificate (Exhibit 4.5) (C)
4.6 Warrant to Purchase 21,315 shares of the common stock of Targeted
Genetics Corporation, issued to Financing for Science International,
Inc. on November 30, 1995 (D)
4.7 Rights Agreement, dated as of October 17, 1996, between Targeted
Genetics Corporation and ChaseMellon Shareholder Services (H)
10.1 Form of Indemnification Agreement between the registrant and its
officers and directors (Exhibit 10.6) (A)
10.2 Form of Senior Management Employment Agreement between the registrant
and its executive officers (Exhibit 10.2) (I)
10.3 Non-exclusive License Agreement, dated as of November 19, 1991, between
the Fred Hutchinson Cancer Research Center and Immunex Corporation*
(Exhibit 10.7) (A)
10.4 Gene Transfer Technology License Agreement, dates as of February 18,
1992, between Immunex Corporation and Targeted Genetics Corporation*
(Exhibit 10.8) (A)
10.5 License Agreement, dated as of June 1, 1992, between Wisconsin Alumni
Research Foundation and Targeted Genetics Corporation* (Exhibit 10.9) (A)
10.6 License Agreement, dated as of August 14, 1992, between Leland Stanford
Junior University and Targeted Genetics Corporation* (Exhibit 10.10) (A)
10.7 PHS Patent License Agreement -- Non-exclusive, dated as of July 13,
1993, between National Institutes of Health Centers for Disease Control
and Targeted Genetics Corporation* (Exhibit 10.13) (A)
10.8 Non-exclusive Patent License Agreement, dated as of December 25, 1993,
between The University of Florida Research Foundation, Inc. and
Targeted Genetics Corporation* (Exhibit 10.14) (A)
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10.9 Research and Exclusive License Agreement, dated as of January 1, 1994,
between Targeted Genetics Corporation and the Fred Hutchinson Cancer
Research Center* (Exhibit 10.19) (A)
10.10 PHS Patent License Agreement -- Exclusive, dated as of March 10, 1994,
between National Institutes of Health Centers for Disease Control and
Targeted Genetics Corporation* (Exhibit 10.15) (A)
10.11 Exclusive License Agreement, dated as of March 14, 1994, between
Medical College of Ohio and Targeted Genetics Corporation* (Exhibit
10.16) (A)
10.12 License Agreement, dated as of March 16, 1994, between the Johns
Hopkins University and Targeted Genetics Corporation* (Exhibit 10.17) (A)
10.13 License Agreement, dated as of March 28, 1994, between Targeted
Genetics Corporation and the University of Michigan* (Exhibit 10.18) (A)
10.14 Exclusive License Agreement dated as of March 28, 1994, between the
Fred Hutchinson Cancer Research Center and Targeted Genetics
Corporation* (Exhibit 10.20) (A)
10.15 Exclusive License Agreement, dated as of August 25, 1994, between
Targeted Genetics Corporation and the Fred Hutchinson Cancer Research
Center* (Exhibit 10.20) (B)
10.16 Development Agreement dated April 6, 1994, by and between Argus
Pharmaceuticals, Inc. and RGene Therapeutics, Inc.* (Exhibit 10.28) (F)
10.17 Patent and Technology License Agreement effective as of March 1, 1994,
by and among the Board of Regents of the University of Texas M.D.
Anderson Cancer Center and RGene Therapeutics, Inc.* (Exhibit 10.29) (F)
10.18 First Amended and Restated License Agreement effective October 12, 1995
between The University of Tennessee Research Corporation and RGene
Therapeutics, Inc.* (Exhibit 10.30) (F)
10.19 Amendment to the First Amended and Restated License Agreement, between
The University of Tennessee Research Corporation and RGene
Therapeutics, Inc., dated as of June 19, 1996* (Exhibit 10.1) (G)
10.20 Exclusive Sublicense Agreement effective July 23, 1996 by and between
Alkermes, Inc. and Targeted Genetics Corporation*
10.21 Revised License Agreement effective October 1, 1996, by and between the
University of Pittsburgh -- of the Commonwealth System of Higher
Education and Targeted Genetics Corporation*
10.22 Agreement dated as of May 28, 1996 by and between RGene Therapeutics,
Inc. and Laboratoires Fournier S.C.A.* (Exhibit 10.32) (F)
10.23 Olive Way Building Lease, dated as of November 20, 1993, between
Metropolitan Federal Savings and Loan Association and Targeted Genetics
Corporation (Exhibit 10.21) (A)
10.24 First Amendment to Olive Way Building Lease, dated as of December 10,
1994, between Targeted Genetics Corporation and Metropolitan Federal
Savings and Loan Association (Exhibit 10.22) (B)
10.25 Second Amendment to Olive Way Building Lease, dated as of June 12,
1996, between Targeted Genetics Corporation and Ironwood Apartments,
Inc. (successor in interest to Metropolitan Federal Savings and Loan
Association) (Exhibit 10.25) (I)
10.26 Office Lease, dated as of October 7, 1996, by and between Benaroya
Capital Company, LLC and Targeted Genetics Corporation (Exhibit 10.26) (I)
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10.27 MMC/GATX Partnership No. 1 Equipment Lease Agreement, dated as of
December 27, 1993 (Exhibit 10.22) (A)
10.28 LINC Capital Management, Ltd. Equipment Lease Agreement, dated as of
December 27, 1993 (Exhibit 10.23) (A)
10.29 Loan and Security Agreement, dated as of November 30, 1994, between
MMC/GATX Partnership No. 1 and Targeted Genetics Corporation (Exhibit
10.25) (B)
10.30 Master Equipment Lease Agreement, dated as of October 17, 1995, between
Financing for Science International, Inc. and Targeted Genetics
Corporation (D)
10.31 Registration Rights Agreement dated as of April 27, 1992, among
Targeted Genetics Corporation and the holders of Series A and Series B
Convertible Preferred Stock (Exhibit 10.26) (A)
10.32 1992 Restated Stock Option Plan (Exhibit 10.32) (I)
10.33 Stock Option Plan for Nonemployee Directors (Exhibit 10.33) (I)
11.1 Computation of net loss per share (Exhibit 11.1) (I)
23.1 Consent of Ernst & Young LLP (Exhibit 23.1) (I)
27.1 Financial Data Schedule (Exhibit 27.1) (I)
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* Confidential treatment has been granted by or requested from the Securities
and Exchange Commission for portions of these exhibits.
(A) Incorporated by reference to the designated exhibit included with the
Company's Form S-1 Registration Statement (No. 33-77054) filed on March 30,
1994, as amended.
(B) Incorporated by reference to the designated exhibit included with the
Company's Annual Report on Form 10-K for the year ended December 31, 1994.
(C) Incorporated by reference to the designated exhibit included with the
Company's Form S-1 Registration Statement (No. 33-91500) filed on April 24,
1995, as amended.
(D) Incorporated by reference to the designated exhibit included with the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
(E) Incorporated by reference to the designated exhibit included with the
Company's Form 8-K filed April 16, 1996.
(F) Incorporated by reference to the designated exhibit included with the
Company's Form S-1 Registration Statement (No. 333-03592) filed on April 16,
1996, as amended.
(G) Incorporated by reference to the designated exhibit included with the
Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996.
(H) Incorporated by reference to the designated exhibit included with the
Company's Form 8-A filed October 22, 1996.
(I) Incorporated by reference to the designated exhibit included with the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.
(b) REPORTS ON FORM 8-K
A Current Report on Form 8-K dated October 18, 1996 was filed with the
Securities and Exchange Commission reporting that Targeted Genetics Corporation
had adopted a Shareholder Rights Agreement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TARGETED GENETICS CORPORATION
By: /s/ JAMES A. JOHNSON Date: June 25, 1997
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James A. Johnson,
Vice President, Finance,
Chief Financial Officer,
Treasurer and Secretary
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