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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
Commission file number: 0-27406
CONNECTIVE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3173928
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
3400 WEST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 843-2800
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 at least the past 90 days. Yes X No
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As of July 18, 1996, 7,382,904 shares of the Registrant's common stock were
outstanding, at $0.001 par value.
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The undersigned Registrant hereby amends Part II, Item 6 and the following
exhibit to the Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1996, as set forth below:
The Registrant is amending Part II, Item 6 and is refiling Exhibit
10.27 in response to the Commission Staff's comments regarding the
Registrant's application for an order granting confidential treatment of
certain portions of such exhibit.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Number Exhibit Table
3.1* Restated Certificate of Incorporation of Registrant
and Certificate of Amendment thereto
3.2* Bylaws of Registrant
3.3* Form of Amended and Restated Certificate of
Incorporation filed with the Delaware Secretary of
State to effect the Company's one-for-4.4477
reverse stock split
3.4* Form of Amended and Restated Certificate of
Incorporation filed with the Delaware Secretary of
State upon the closing of the Company's initial
public offering
3.5* Form of Bylaws effective upon the closing of the
Company's initial public offering
4.1* Form of Common Stock Certificate
10.1* Form of Indemnification Agreement
10.2* 1994 Stock Plan and form of Option Agreement and
Stock Purchase Agreement
10.3* 1995 Employee Stock Purchase Plan and form of
Subscription Agreement
10.4* 1995 Directors' Stock Option Plan and form of
Option Agreement
10.5* Third Amended and Restated Registration Rights
Agreement dated February 14, 1995 among the
Registrant and certain security holders of the
Registrant and Amendments Nos. 1 and 2 thereto
dated May 31, 1995 and September 28, 1995
10.6+* License Agreement dated September 27, 1993, between
Genentech, Inc. and the Company, Amendment dated
July 14, 1994, and side letter agreement dated
November 17, 1994
10.7+* Subordinated Promissory Note, dated June 3, 1994,
payable to XOMA Corporation
10.8* Assignment and Assumption Agreement, dated June 3,
1994, by and between the Company and XOMA
Corporation
10.9+* Technical Collaboration and Manufacturing
Agreement, dated May 24, 1994, by and between the
Company and Scios Nova Inc.
10.10+* Technology Acquisition Agreement dated June 3, 1994
by and between the Company and XOMA Corporation,
and License Agreement dated February 27, 1990 by
and between Arthur A. Vandenbark, Ph.D. and XOMA
Corporation
10.11+* Agreement on Interferon Gamma-1B dated December 8,
1995 by and between the Company and Genentech, Inc.
10.12+* Equipment Lease Line, dated May 31, 1994 with Lease
Management Services, Inc.
10.13+* Business Loan Agreement, dated July 19, 1995,
between the Company, Silicon Valley Bank and
MMC/GATX Partnership No. 1
10.14+* Research Collaboration and Assignment Agreement,
dated July 1, 1994, between the Company and Dr.
Arthur A. Vandenbark
10.15* Employment and Bonus Agreement between the Company
and Edward Amento, dated
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November 17, 1993
10.16* Secured Loan Agreements between the Company and
Edward Amento dated November 1, 1993 and July 11,
1994, respectively
10.17* Consulting Agreement dated November 17, 1993
between the Company and Brian Seed
10.18* Consulting Agreement dated November 17, 1993
between the Company and Eugene Bauer
10.19* Employment Agreement dated June 9, 1994 between the
Company and Thomas Wiggans
10.20* Loan Agreements between the Company and Thomas
Wiggans dated July 15, 1994 and August 1, 1994
10.21* Letter Agreement with G. Kirk Raab dated October 1,
1995
10.22* Sublease Agreement with Systemix dated December 6,
1993
10.23* Facility Master Lease between the Company and
Renault & Handley dated February 9, 1994
10.24* Master Bridge Loan Agreement between the Company
and certain investors dated December 7, 1995
10.25* Agreement with William Albright dated November 17,
1995
10.26* Loan and Security Agreement dated December 21, 1995
by and among the Company, Silicon Valley Bank and
MMC/GATX Partnership No. 1
10.27**++ Agreement on Relaxin Rights in Asia dated April 1,
1996 between the Company and Mitsubishi Chemical
Corporation (Exhibits A and B to Exhibit 27 have
been previously filed as Exhibit 10.6 above.
Confidential Treatment has been granted as to
certain portions of Exhibit 10.6 by the SEC.)
10.28***++ Soltec License Agreement dated June 14, 1996
27.1*** Financial Data Schedule
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* Incorporated by reference to exhibit of the same
number in the Company's Registration Statement on
Form S-1 and Amendments No. 1, 2, 3, and 4 thereto
(Registration No. 33-80261) which became effective
on January 31, 1996.
** Being refiled in connection herewith.
*** Previously filed in connection with the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
+ Confidential treatment has been granted as to
certain portions of this Exhibit by the Securities
and Exchange Commission.
++ Confidential treatment has been requested as to
certain portions of this Exhibit
(b) Reports on Form 8-K.
None.
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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.
CONNECTIVE THERAPEUTICS, INC.
By: /s/ CYNTHIA M. BUTITTA
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Cynthia M. Butitta
Vice President, Finance and Administration
and Chief Financial Officer
Date: September 23, 1996
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