1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended June 30, 1996, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to _______________
COMMISSION FILE NUMBER: 0-10640
COLLAGEN CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2300486
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Faber Place, Palo Alto, CA 94303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 856-0200
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
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 month (or 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing price of the Common Stock on September 6,
1996, on the Nasdaq Stock Market, was approximately $128,272,131. Shares of
Common Stock held by each officer and director and by each person who owns 5% or
more of the outstanding Common Stock have been excluded in that such persons may
be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of September 6, 1996, Registrant had 8,690,110 shares of Common Stock
outstanding.
2
The Registrant hereby amends its Annual Report on Form 10-K/A for the fiscal
year ended June 30, 1996 to refile Exhibit 10.83 and 10.84 pursuant to a grant
of confidential treatment with respect to such Exhibits.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
2. Exhibits
EXHIBIT
NUMBER NOTES DESCRIPTION
------- ----- -----------
3.1 (9) Certificate of Incorporation of Collagen Subsidiary, Inc.
3.2 (9) Certificate of Merger of Collagen Corporation, a California corporation,
into Collagen Subsidiary, Inc., a Delaware corporation
3.3 (12) By-Laws, as amended
10.24 (1) Collaborative Research and Distribution Agreement with Zimmer, Inc.
dated as of June 26, 1985
10.27 (1) Distribution Agreement between Registrant and Lederle (Japan), Ltd.
dated as of June 26, 1985
10.34 (2) Agreement for Sale and Leaseback of Manufacturing Facility between
Registrant and Heleasco Seven, Inc.
10.36 (3) Amended and Restated Development and Distribution Agreement with C.R.
Bard, Inc., dated as of August 4, 1989
10.38 (4) Agreement for Sale and Leaseback of Manufacturing Facility between
Registrant and Heleasco Seven, Inc. dated September 25, 1989
10.39 (4) Agreement for Sale and Leaseback of Manufacturing Facility between
Registrant and Heleasco Seven, Inc. dated December 29, 1989
10.40 (4) Amended and Restated Promissory Note of Dale A. Stringfellow, dated
September 7, 1990
10.41 (4) Amended and Restated Promissory Note Secured by Deed of Trust by Dale A.
Stringfellow, dated September 7, 1990
10.42 (4) 1984 Incentive Stock Option Plan, as amended
10.43 (4) 1985 Employee Stock Purchase Plan, as amended
10.44 (12) 1990 Directors' Stock Option Plan, as amended
3
10.46 (5) Agreement between Registrant and Essex Chemie, A.G. dated November 19,
1990
10.56 (6) Lease Agreement dated June 1, 1992 by and between Registrant and
Harbor Investment Partners
10.58 (6) License and Option Agreement dated June 30, 1992 between Registrant
and Research Development Foundation
10.60 (7) Amendments dated February 16, 1993 and February 18, 1993 respectively,
to the Product Development and Distribution Agreement dated January 18,
1985 by and between Registrant and Zimmer, Inc., originally filed
as Exhibit 10.24 to Registrant's Form 10-K for the fiscal year ended
June 30, 1985
10.61* (7) Letter Agreement, dated April 26, 1991 and May 21, 1993 by and between
Collagen Corporation and A. Neville Pelletier
10.62 (8) 1994 Stock Option Plan
10.63 (9) Renewed Lease for 2500 Faber Place, Palo Alto, California dated
December 1, 1992 between Registrant and Leonard Ely, Shirley Ely, Carl
Carlsen and Mary L. Carlsen
10.65* (9) Promissory Note of Howard D. Palefsky dated August 3, 1994
10.66 (9) Revised Form of Agreement Regarding Proprietary Information and
Inventions between Registrant and all employees or consultants
10.67 (10) Credit Agreement, dated November 15, 1994, by and between the Bank of
New York and the Registrant, as amended January 24, 1995
10.67(a) (13) Second Amendment, Third Amendment and Fourth Amendment dated June 30,
1995, September 30, 1995, and December 26, 1995, respectively, to
Credit Agreement dated November 15, 1994 by and between the Bank of
New York and the Registrant
10.67(b) (14) Fifth Amendment, dated March 29, 1996, to Credit Agreement dated
November 15, 1994 by and between the Bank of New York and the Registrant
10.67(c) Sixth Amendment, dated June 28, 1996, to Credit Agreement dated
November 15, 1994 by and between the Bank of New York and the Registrant
4
10.68 (10) Letter Agreement, dated October 7, 1994, by and between C.R. Bard.
Inc. and the Registrant, amending the Amended and Restated Development
and Distribution Agreement dated August 4, 1989 between the Parties
originally filed as Exhibit 10.36 to the Registrant's Form 10-K for
the fiscal year ended June 30, 1989
10.70* (12) Letter of Acceptance of Employment by and between Gary Petersmeyer and
the Registrant, dated December 19, 1994
10.71** (12) License, Supply and Option Agreement, dated March 24, 1995 by and
between LipoMatrix, Incorporated and Registrant
10.72** (12) Distributor Agreement dated March 24, 1995 by and between LipoMatrix,
Incorporated and Registrant
10.73** (12) Coordination Agreement dated March 24, 1995, by and between LipoMatrix
Incorporated and Registrant's wholly owned subsidiary, Collagen
International Incorporated
10.74* (12) Promissory Note of Howard D. Palefsky dated June 5, 1995
10.75** (12) Letter Agreement, dated July 10, 1995 by and between C.R. Bard, Inc.
and the Registrant, amending the Amended and Restated Development and
Distribution Agreement dated August 4, 1989 between the Parties
originally filed as Exhibit 10.36 to the Registrant's Form 10-K for
the fiscal year ended June 30, 1989
10.76 (11) Stock Purchase Agreement dated August 22, 1995 between the Registrant
and certain stockholders of LipoMatrix, Incorporated
10.77* (13) Promissory Note between Howard D. Palefsky and the Registrant dated
December 11, 1995
10.78* (15) Bonus Agreement between Howard D. Palefsky and the Registrant dated
February 20, 1996
10.79* (15) Promissory Note between Howard D. Palefsky and the Registrant dated
February 20, 1996
10.80* (14) Amended and Restated Secured Loan Agreement between Ross R. Erickson
and the Registrant dated December 31, 1995
10.81* Letter of Acceptance of Employment by and Pierre Comte and the
Registrant dated March 21, 1995
10.82 Loan Agreement between the Registrant and Cohesion Corporation dated
May 24, 1996
10.83** Worldwide Medical Product Distribution Agreement between Registrant
and Tissue Technologies, Inc. dated June 4, 1996
10.84** Distribution Agreement between Registrant and Biomatrix, Inc. dated
June 17, 1996
10.87** Distribution Agreement between Registrant and Lederle (Japan), LTD.
dated January 1, 1996
11.1 Statement Regarding Weighted Average Common and Common Equivalent
Shares Used in Computation of Per Share Income
21.1 List of Subsidiaries
23.1 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page 42)
27.1 Financial Data Schedule (EDGAR version only)
- ------------------
* Constitutes a management contract or compensatory contract, plan or
arrangement.
** Confidential treatment has been granted for a portion of this document.
Notes to Exhibits:
(1) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1985.
(2) Incorporated by reference to the same exhibits filed with Registrant's
Current Report on Form 8-K dated March 31, 1989.
(3) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1989.
(4) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1990.
(5) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1991.
(6) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1992.
(7) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1993.
(8) Incorporated by reference to Exhibit 4.1 filed with Registrant's
Registration statement of Form S-8 (No. 33-80038) which became
effective June 9, 1994.
(9) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1994
(10) Incorporated by reference to the same exhibits filed with Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 1994.
(11) Incorporated by reference to exhibit 2.1 filed with Registrant's
Current Report on Form 8-K dated September 6, 1995.
(12) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1995
(13) Incorporated by reference to the same exhibits filed with Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 1995
(14) Incorporated by reference to exhibit 10.76 originally filed with
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1995
(15) Incorporated by reference to the same exhibits filed with Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996
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 to be signed on its
behalf by the undersigned, thereunto duly authorized.
COLLAGEN AESTHETICS, INC.
(FORMERLY COLLAGEN CORPORATION)
/s/ MICHAEL A. BATES
--------------------------------
Michael A. Bates
Vice President, Finance and
Chief Financial Officer
Dated: March 15, 1999
6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Gary S. Petersmeyer and Michael A. Bates, jointly and
severally, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this Amendment No. 2 to
Form 10-K, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Title Date
- ------------------------------------------------------------------------------------------------------------
/s/ GARY S. PETERSMEYER President, Chief Executive Officer, and March 18, 1999
- ----------------------------- Director (Principal Executive Officer)
Gary S. Petersmeyer
/s/ MICHAEL A. BATES Vice President Finance and Chief Financial March 18, 1999
- ----------------------------- Officer (Principal Financial and Accounting
Michael A. Bates Officer)
/s/ ANNE L. BAKAR Director March 18, 1999
- -----------------------------
Anne L. Bakar
/s/ WILLIAM G. DAVIS Director March 18, 1999
- -----------------------------
William G. Davis
- ----------------------------- Director
Gerald Lazarus, M.D.
7
COLLAGEN CORPORATION
AMENDMENT NO. 2 TO FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED JUNE 30, 1996
INDEX TO EXHIBITS
EXHIBIT
NUMBER NOTES DESCRIPTION
- ------- ----- -----------
3.1 (9) Certificate of Incorporation of Collagen Subsidiary, Inc.
3.2 (9) Certificate of Merger of Collagen Corporation, a California corporation,
into Collagen Subsidiary, Inc., a Delaware corporation
3.3 (12) By-Laws, as amended
10.24 (1) Collaborative Research and Distribution Agreement with Zimmer, Inc.
dated as of June 26, 1985
10.27 (1) Distribution Agreement between Registrant and Lederle (Japan), Ltd.
dated as of June 26, 1985
10.34 (2) Agreement for Sale and Leaseback of Manufacturing Facility between
Registrant and Heleasco Seven, Inc.
10.36 (3) Amended and Restated Development and Distribution Agreement with C.R.
Bard, Inc., dated as of August 4, 1989
10.38 (4) Agreement for Sale and Leaseback of Manufacturing Facility between
Registrant and Heleasco Seven, Inc. dated September 25, 1989
10.39 (4) Agreement for Sale and Leaseback of Manufacturing Facility between
Registrant and Heleasco Seven, Inc. dated December 29, 1989
10.40 (4) Amended and Restated Promissory Note of Dale A. Stringfellow, dated
September 7, 1990
10.41 (4) Amended and Restated Promissory Note Secured by Deed of Trust by Dale A.
Stringfellow, dated September 7, 1990
10.42 (4) 1984 Incentive Stock Option Plan, as amended
10.43 (4) 1985 Employee Stock Purchase Plan, as amended
10.44 (12) 1990 Directors' Stock Option Plan, as amended
8
EXHIBIT
NUMBER NOTES DESCRIPTION
- ------- ----- -----------
10.46 (5) Agreement between Registrant and Essex Chemie, A.G. dated November 19,
1990
10.56 (6) Lease Agreement dated June 1, 1992 by and between Registrant and
Harbor Investment Partners
10.58 (6) License and Option Agreement dated June 30, 1992 between Registrant
and Research Development Foundation
10.60 (7) Amendments dated February 16, 1993 and February 18, 1993 respectively,
to the Product Development and Distribution Agreement dated January 18,
1985 by and between Registrant and Zimmer, Inc., originally filed
as Exhibit 10.24 to Registrant's Form 10-K for the fiscal year ended
June 30, 1985
10.61* (7) Letter Agreement, dated April 26, 1991 and May 21, 1993 by and between
Collagen Corporation and A. Neville Pelletier
10.62 (8) 1994 Stock Option Plan
10.63 (9) Renewed Lease for 2500 Faber Place, Palo Alto, California dated
December 1, 1992 between Registrant and Leonard Ely, Shirley Ely, Carl
Carlsen and Mary L. Carlsen
10.65* (9) Promissory Note of Howard D. Palefsky dated August 3, 1994
10.66 (9) Revised Form of Agreement Regarding Proprietary Information and
Inventions between Registrant and all employees or consultants
10.67 (10) Credit Agreement, dated November 15, 1994, by and between the Bank of
New York and the Registrant, as amended January 24, 1995
10.67(a) (13) Second Amendment, Third Amendment and Fourth Amendment dated June 30,
1995, September 30, 1995, and December 26, 1995, respectively, to
Credit Agreement dated November 15, 1994 by and between the Bank of
New York and the Registrant
10.67(b) (14) Fifth Amendment, dated March 29, 1996, to Credit Agreement dated
November 15, 1994 by and between the Bank of New York and the Registrant
10.67(c) Sixth Amendment, dated June 28, 1996, to Credit Agreement dated
November 15, 1994 by and between the Bank of New York and the Registrant
9
EXHIBIT
NUMBER NOTES DESCRIPTION
- ------- ----- -----------
10.68 (10) Letter Agreement, dated October 7, 1994, by and between C.R. Bard.
Inc. and the Registrant, amending the Amended and Restated Development
and Distribution Agreement dated August 4, 1989 between the Parties
originally filed as Exhibit 10.36 to the Registrant's Form 10-K for
the fiscal year ended June 30, 1989
10.70* (12) Letter of Acceptance of Employment by and between Gary Petersmeyer and
the Registrant, dated December 19, 1994
10.71** (12) License, Supply and Option Agreement, dated March 24, 1995 by and
between LipoMatrix, Incorporated and Registrant
10.72** (12) Distributor Agreement dated March 24, 1995 by and between LipoMatrix,
Incorporated and Registrant
10.73** (12) Coordination Agreement dated March 24, 1995, by and between LipoMatrix
Incorporated and Registrant's wholly owned subsidiary, Collagen
International Incorporated
10.74* (12) Promissory Note of Howard D. Palefsky dated June 5, 1995
10.75** (12) Letter Agreement, dated July 10, 1995 by and between C.R. Bard, Inc.
and the Registrant, amending the Amended and Restated Development and
Distribution Agreement dated August 4, 1989 between the Parties
originally filed as Exhibit 10.36 to the Registrant's Form 10-K for
the fiscal year ended June 30, 1989
10.76 (11) Stock Purchase Agreement dated August 22, 1995 between the Registrant
and certain stockholders of LipoMatrix, Incorporated
10.77* (13) Promissory Note between Howard D. Palefsky and the Registrant dated
December 11, 1995
10.78* (15) Bonus Agreement between Howard D. Palefsky and the Registrant dated
February 20, 1996
10.79* (15) Promissory Note between Howard D. Palefsky and the Registrant dated
February 20, 1996
10.80* (14) Amended and Restated Secured Loan Agreement between Ross R. Erickson
and the Registrant dated December 31, 1995
10.81* Letter of Acceptance of Employment by and Pierre Comte and the
Registrant dated March 21, 1995
10.82 Loan Agreement between the Registrant and Cohesion Corporation dated
May 24, 1996
10.83** Worldwide Medical Product Distribution Agreement between Registrant
and Tissue Technologies, Inc. dated June 4, 1996
10.84** Distribution Agreement between Registrant and Biomatrix, Inc. dated
June 17, 1996
10.87** Distribution Agreement between Registrant and Lederle (Japan), LTD.
dated January 1, 1996
11.1 Statement Regarding Weighted Average Common and Common Equivalent
Shares Used in Computation of Per Share Income
21.1 List of Subsidiaries
23.1 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page 42)
27.1 Financial Data Schedule (EDGAR version only)
- ------------------
* Constitutes a management contract or compensatory contract, plan or
arrangement.
** Confidential treatment has been granted for a portion of this document.
Notes to Exhibits:
(1) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1985.
(2) Incorporated by reference to the same exhibits filed with Registrant's
Current Report on Form 8-K dated March 31, 1989.
(3) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1989.
(4) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1990.
(5) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1991.
(6) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1992.
(7) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1993.
(8) Incorporated by reference to Exhibit 4.1 filed with Registrant's
Registration statement of Form S-8 (No. 33-80038) which became
effective June 9, 1994.
(9) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1994
(10) Incorporated by reference to the same exhibits filed with Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 1994.
(11) Incorporated by reference to exhibit 2.1 filed with Registrant's
Current Report on Form 8-K dated September 6, 1995.
(12) Incorporated by reference to the same exhibits filed with Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1995
(13) Incorporated by reference to the same exhibits filed with Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 1995
(14) Incorporated by reference to exhibit 10.76 originally filed with
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1995
(15) Incorporated by reference to the same exhibits filed with Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996