1 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM 10-K/A AMENDMENT NO. 2 TO ANNUAL 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 NUMBER 0-19749 ______________________ CHEMTRAK INCORPORATED (Exact name of Registrant as specified in its charter) DELAWARE 77-0295388 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 929 EAST ARQUES AVENUE, SUNNYVALE, CA 94086 (Address of principal executive offices, including zip code) (408) 773-8156 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.001 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 and 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 any further amendment to the Registrant's Form 10-K. ____ The approximate aggregate market value of the Common Stock held by non-affiliates of the Registrant, based upon the closing price of the Common Stock reported on the Nasdaq National Market was $11,573,837 as of August 1, 1997. The number of shares of Common Stock outstanding as of August 1, 1997 was 12,994,006. ============================================================================== 2 EXPLANATORY NOTE This Form 10-K/A is being filed solely for the purpose of amending Exhibits 10.37 and 10.38 to the Annual Report on Form 10-K for the year ended December 31, 1996. 3 CHEMTRAK INCORPORATED TABLE OF CONTENTS PAGE NO. -------- Item 14. Exhibits, Financial Statements and Reports on Form 8-K. . . . . . 3 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2. 4 ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) (1) Exhibits -- Number 10.37* Agreement between ChemTrak and Organon Teknika B.V., dated December 1, 1996 (the "Teknika Agreement"). 10.38* Development and Distribution Agreement between ChemTrak and Selfcare, Inc., dated December 31, 1996 (the "Selfcare Agreement"). - ------ *Confidential treatment has been requested for portions of this Exhibit. 3 5 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 on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. CHEMTRAK INCORPORATED By: /s/ Edward F. Covell ------------------------------- Edward F. Covell President, Chief Executive Officer and Director Date: August 15, 1997 4 6 EXHIBIT INDEX EXHIBIT NUMBER 10.37* Agreement between ChemTrak and Organon Teknika B.V., dated December 1, 1996 (the "Teknika Agreement"). 10.38* Development and Distribution Agreement between ChemTrak and Selfcare, Inc., dated December 31, 1996 (the "Selfcare Agreement"). - ------ *Confidential treatment has been requested for portions of this Exhibit.