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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment Number 1 to Form 10-K Filed on March 31, 1996)
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-11397
ICN PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
------------------------
DELAWARE 33-0628076
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3300 HYLAND AVENUE, COSTA MESA, CALIFORNIA 92626
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 545-0100
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- ---------------------------- ------------------------
COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
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, 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 Registrant's voting stock held by
non-affiliates on March 13, 1996 was approximately $711,379,354.
The number of outstanding shares of common stock as of March 13, 1996 was
31,098,551.
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ITEM 10. INFORMATION CONCERNING DIRECTORS
The current Board of Directors consists of fifteen members: Messrs. Barker,
Bayh, Charles, Jerney and Moses are standing for re-election; Messrs. Guillemin,
Kurz, Manatt, Panic and Smith are serving until the 1997 Annual Meeting of
Stockholders; and Messrs. Hanson, Jolley, Lenagh, Smith and Starr are serving
until the 1998 Annual Meeting of Stockholders. Set forth below with respect to
each director is certain personal information, including the present principal
occupation and recent business experience, age, year commenced service as a
director of the Company (including service as a director of a Predecessor
Company) and other corporate directorships (reference to ICN below includes
service to Old ICN as applicable).
YEAR
COMMENCED
SERVING AS
DIRECTOR OF OTHER CORPORATE
NAME AND PRINCIPAL OCCUPATION AGE THE COMPANY DIRECTORSHIPS
----------------------------- --- ------------ ---------------
NORMAN BARKER, JR. (a)(c)(f)(h) 73 1988 American Health Properties,
Mr. Barker is the retired Chairman of the Board of Inc.; Fidelity Federal Bank,
First Interstate Bank of California and Former Vice Chairman; Pacific American
Chairman of the Board of First Interstate Bankcorp. Income Shares, Inc.,
Mr. Barker joined First Interstate Bank of California Chairman; TCW Convertible
in 1957 and was elected President and Director in Securities Fund, Inc.
1968, Chief Executive Officer in 1971 and Chairman of
the Board in 1973. He retired as Chairman of the
Board at the end of 1985.
BIRCH E. BAYH, JR., ESQ. (a)(h) 68 1992 Acordia, Inc. and Simon
Mr. Bayh is the senior partner in the Washington, Property Group
D.C. law firm of Bayh, Connaughton & Malone, P.C.
(1991-present). He previously was head of the
Washington office of Rivkin, Radler, Bayh, Hart &
Kremer (1985-1991), and partner in the Indianapolis,
Indiana and Washington, D.C. law firm of Bayh,
Tabbert & Capehart (1981-1985). Mr. Bayh served as a
United States Senator from the state of Indiana from
1963-1981.
ALAN F. CHARLES (a)(f)(g) 58 1986
Mr. Charles was Vice Chancellor of University
Relations at the University of California, Los
Angeles from 1980 to 1993 and served in various
administrative capacities at that university since
1972. He is now an independent consultant in higher
education management.
ADAM JERNEY 54 1992
Mr. Jerney is Chief Operating Officer of ICN. He
served as Chairman of the Board and Chief Executive
Officer of ICN, SPI, Viratek and Biomedicals from
July 14, 1992 to March 4, 1993 during Milan Panic's
leave of absence. Mr. Jerney joined ICN in 1973 as
Director of Marketing Research in Europe and assumed
the position of General Manager of ICN Netherlands in
1975. In 1981, he was elected Vice
President -- Operations and in 1987 he became
President and Chief Operating Officer of ICN. Prior
to joining ICN, he spent four years with F.
Hoffmann-LaRoche & Company.
STEPHEN D. MOSES (a)(b)(f)(g) 61 1988
Mr. Moses is Chairman of the Board of Stephen Moses
Interests. He was formerly Chairman of the Board of
National Investment Development Corporation and
Brentwood Bank in Los Angeles, California and a
member of the National Advisory Board of the Center
for National Policy. Mr. Moses serves on the Board of
Visitors of Hebrew Union College, as well as the
Board of Trustees of Franklin and Marshall College
and the UCLA Foundation. From 1967 to 1971, Mr. Moses
was an executive of the Boise Cascade Corporation,
serving in several capacities, including President of
Boise Cascade Home and Land Corporation. In the early
1970's, Mr. Moses was President of Flagg Communities,
Inc.
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3
YEAR
COMMENCED
SERVING AS
DIRECTOR OF OTHER CORPORATE
NAME AND PRINCIPAL OCCUPATION AGE THE COMPANY DIRECTORSHIPS
----------------------------- --- ------------ ---------------
ROGER GUILLEMIN, M.D., PH.D. (d) 72 1989 Prizm Pharmaceuticals, Inc.
Dr. Guillemin has been an Adjunct Professor of
Medicine at the University of California College of
Medicine in San Diego since 1970. Prior to this, he
was a distinguished Scientist at the Whittier
Institute in La Jolla, California from March 1989 to
1995 and was Resident Fellow and Chairman of the
Laboratories for Neuroendocrinology at the Salk
Institute in La Jolla, California. Dr. Guillemin was
awarded the Nobel Prize in Medicine in 1977 and, in
the same year, was presented the National Medal of
Science by the President of the United States. He was
affiliated with the Department of Physiology at
Baylor College of Medicine in Houston, Texas from
1952 to 1970. Dr. Guillemin is a member of the
National Academy of Sciences, and a Fellow of the
American Association for the Advancement of Science.
He has also served as President of the American
Endocrine Society.
JEAN-FRANCOIS KURZ (c)(e) 61 1989 Board of Banque Pasche S.A.,
Mr. Kurz was a member of the Board of Directors and Geneva
the Executive Committee of the Board of DG Bank
Switzerland Ltd. from 1990 to 1992. In 1988 and 1989,
Mr. Kurz served as a General Manager of TDB American
Express Bank of Geneva and from 1969 to 1988, he was
Chief Executive Officer of Banque Gutzweiler, Kurz,
Bungener in Geneva. Mr. Kurz is also Chairman of the
Board of Banque Pasche S.A., Geneva.
CHARLES T. MANATT (c)(h) 59 1992 Federal Express; Comsat
Mr. Manatt is a partner in the law firm of Manatt,
Phelps & Phillips, of which he was a founder in 1965.
Mr. Manatt served as Chairman of the Democratic
Party.
MILAN PANIC (e) 66 1960
Mr. Panic, the founder of ICN, has been Chairman of
the Board, Chief Executive Officer and President of
ICN since its inception in 1960; except for a leave
of absence from July 14, 1992 to March 4, 1993 while
he was serving as Prime Minister of Yugoslavia and a
leave of absence from October 1979 to June 1980. Mr.
Panic served as Chairman of the Board and Chief
Executive Officer of SPI, Viratek and Biomedicals
from their respective inceptions (except for such
leaves of absence), and he may be deemed to be a
"control person" of the Company.
MICHAEL SMITH, PH.D. (d) 63 1994
Dr. Smith is Director of the Biotechnology
Laboratory, an interdisciplinary unit, at the
University of British Columbia. He is Peter Wall
Distinguished Professor of Biotechnology and
University Professor at the University. He has been a
Career Investigator of the Medical Research Council
of Canada since 1966 and was awarded the Nobel Prize
in Chemistry in 1993 for the development of
site-directed mutagenesis.
DALE M. HANSON (c)(g)(h) 53 1995
Mr. Hanson is the Chief Executive Officer of American
Partner's Capital Group, a provider of financial
services to institutional investors. From 1987 to
1994, Mr. Hanson was Chief Executive Officer of the
California Public Employees Retirement System (Cal
PERS). From 1981 to 1987, Mr. Hanson served as Chief
Operating Officer of the Wisconsin Retirement System.
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YEAR
COMMENCED
SERVING AS
DIRECTOR OF OTHER CORPORATE
NAME AND PRINCIPAL OCCUPATION AGE THE COMPANY DIRECTORSHIPS
----------------------------- --- ------------ ---------------
WELDON B. JOLLEY, PH.D. (d)(e) 69 1960
Dr. Jolley is President of Golden Opportunities and
was President of the Nucleic Acid Research Institute,
a former division of ICN, from 1985 to 1989. Dr.
Jolley was a Vice President of ICN until 1991. Prior
to that, he was, for eleven years, Professor of
Surgery at the Loma Linda University School of
Medicine in Loma Linda, California and a physiologist
at the Veterans Hospital in Loma Linda, California.
THOMAS H. LENAGH (b)(c)(g) 73 1979 Adams Express Company; U.S.
Mr. Lenagh is an independent financial advisor. He Life Corporation; SCI
was Chairman of the Board of Greiner Engineering, Systems, Inc.; Gintel Funds;
Inc. from 1982 to 1985. Mr. Lenagh served as Irvine Sensors, Inc.; CML,
Financial Vice President to the Aspen Institute from Inc.; Clemente Global Funds;
1978 to 1980, and since then as an independent Franklin Quest; V Band Corp.
financial consultant. From 1964 to 1978, he was
Treasurer of the Ford Foundation.
ROBERTS A. SMITH, PH.D. (d)(e) 67 1960 Nucleic Acid Research
Dr. Smith was President of Viratek and Vice Institute; PLC Systems
President -- Research and Development of SPI through
1992. For more than eleven years, Dr. Smith was
Professor of Chemistry and Biochemistry at the
University of California at Los Angeles.
RICHARD W. STARR (b)(c) 75 1983
Mr. Starr is the retired Executive Vice President and
Chief Credit Officer Worldwide of First Interstate
Bank of California. Mr. Starr spent 31 years with
First Interstate before retiring in 1983 and has over
44 years of experience in commercial banking.
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(a) Member of the Compensation and Benefits Committee
(b) Member of the Audit Committee
(c) Member of the Finance Committee
(d) Member of the Science and Technology Committee
(e) Member of the Executive Committee
(f) Member of the Special Committee
(g) Member of the Communications Committee
(h) Member of the Corporate Governance Committee
None of the directors are related by blood or marriage to one another or to
an executive officer of the Company.
In May 1991, Old ICN completed a civil settlement with the U.S. Justice
Department regarding a grand jury investigation initiated in September 1988. The
grand jury investigation, in which Old ICN and its subsidiaries were targets,
generally related to compliance by Old ICN and its subsidiaries with applicable
Food and Drug Administration ("FDA") statutes and regulations concerning the
marketing and sale of Virazole(R). In settling the matter, Old ICN entered into
a civil consent decree whereby it neither admitted nor denied any violations of
FDA statutes and regulations. In addition, Old ICN agreed to abide by all FDA
laws and regulations in the future and to pay $400,000 and to reimburse the FDA
$200,000 for administrative costs. On October 7, 1991, Old ICN, Viratek, Milan
Panic, as Chairman of the Board, President and Chief Executive Officer of Old
ICN and Dr. Weldon B. Jolley, a director of Old ICN, entered into a settlement
agreement in the form of a Consent Decree with the SEC, ending the investigation
of Old ICN and its subsidiaries which began in 1987 and generally concerned Old
ICN disclosures in 1986 and 1987 relating to the safety and efficacy of
Virazole(R) in treating certain AIDS-related conditions. Without admitting or
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denying any violations of the securities laws, Old ICN, Viratek and the
individuals agreed not to violate securities laws in the future (which
obligations were assumed by ICN in the Merger.)
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has a standing Executive Committee, Audit Committee,
Finance Committee, Science and Technology Committee, Compensation and Benefits
Committee, Communications Committee and Corporate Governance Committee, but does
not have a standing nominating committee.
The members of the Executive Committee are Messrs. Panic, Jolley, Kurz and
R. Smith. This Committee is empowered to act upon any matter for the Board of
Directors, other than matters which may not be delegated under Delaware law. The
Executive Committee held one meeting during the year ended December 31, 1995.
The current members of the Audit Committee, which held eight meetings
during the year ended December 31, 1995, are Messrs. Starr, Lenagh and Moses.
Its functions include recommending to the Board of Directors the selection of
the Company's independent public accountants and reviewing with such accountants
the plan and results of their audit, the scope and results of the Company's
internal audit procedures and the adequacy of the Company's systems of internal
accounting controls. In addition, the Audit Committee reviews the independence
of the independent public accountants and reviews the fees for audit and
non-audit services rendered to the Company by its independent public
accountants.
The Compensation and Benefits Committee recommends to the Board of
Directors the compensation and benefits for senior management and directors,
including the grant of stock options. The current members of this Committee are
Messrs. Barker, Bayh, Charles and Moses. This Committee held six meetings during
the year ended December 31, 1995.
The Finance Committee oversees investment and commercial banking issues and
investment guidelines. The current members of this Committee are Messrs. Barker,
Hanson, Kurz, Lenagh, Manatt and Starr. This Committee met four times during the
year ended December 31, 1995.
The Science and Technology Committee formulates and oversees the scientific
and technology policy of the Company. The current members of this Committee are
Drs. Guillemin, M. Smith, R. Smith and Jolley. This Committee did not meet
during the year ended December 31, 1995.
The Communications Committee oversees the development of external
communications policy for the Company in both the public relations and investor
relations disciplines. The current members of the Communications Committee are
Messrs. Charles, Hanson, Lenagh and Moses. This Committee met eight times during
the year ended December 31, 1995.
The Corporate Governance Committee was formed in July of 1995 and oversees
the development of the Company's policies and procedures to insure the Company's
adherence to good corporate governance for the benefit of the stockholders of
the Company. The current members of this Committee are Messrs. Manatt, Barker,
Hanson and Bayh. This Committee met one time during the year ended December 31,
1995.
A Special Committee (the "Committee") was formed in February, 1995 to
review certain issues of concern to the Stockholders, including the review of
trading by executives of the Company and issues surrounding the timely
disclosure of information received from the FDA regarding the Company's NDA for
the use of Virazole(R) in the treatment of chronic hepatitis C. The Committee
completed its investigation in April, 1995 and upon completion of its assignment
has been dissolved.
The Board of Directors met 13 times during 1995 and all of the directors
attended at least 15% of the meetings.
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ITEM 11. EXECUTIVE COMPENSATION AND RELATED MATTERS
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation
awarded to, earned by, or paid to the Chief Executive Officer and the four most
highly paid executive officers of ICN (based upon salary and bonus earned during
1994), for services rendered to the Predecessor Companies and ICN in all
capacities during the twelve months ended December 31, 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
------------
OTHER AWARDS
ANNUAL COMPENSATION ANNUAL ------------ ALL OTHER
NAME AND --------------------------- COMPENSATION LONG TERM COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(2) ($)(3)
------------------ ---- --------- -------- ------------ ------------ ------------
Milan Panic...................... 1995 572,450 275,000 -- 92,482(5)
Chairman, President and 1994 535,000 195,626 702,600(4) 70,603(5)
Chief Executive Officer 1993 535,000 -- 60,000(4) 49,245(5)
Adam Jerney...................... 1995 380,000 200,000 -- 66,436(7)
Executive Vice President, 1994 380,000 146,719 212,415(6) 60,741(7)
Chief Operating Officer 1993 380,000 38,100 150,000(6) 18,730(7)
John E. Giordani................. 1995 238,707 100,000 -- 30,187
Executive Vice President, 1994 225,195 96,671 55,000(8) 32,045
Chief Financial Officer 1993 225,195 -- 65,000(8) 38,886
and Corporate Controller
Bill A. MacDonald................ 1995 200,000 100,000 -- 3,067
Executive Vice President, 1994 200,000 96,671 105,520(9) 16,860
Corporate Development 1993 200,000 -- 125,000(9) 13,496
David Watt....................... 1995 200,000 100,000 -- 2,607
Executive Vice President, 1994 180,000 96,671 51,190(10) 2,448
General Counsel, 1993 180,000 -- 55,000(10) 5,817
Corporate Secretary
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(1) Unless otherwise indicated, with respect to any individual named in the
above table, the aggregate amount of perquisites and other personal
benefits, securities or property was less than either $50,000 or 10% of the
total annual salary and bonus reported for the named executive officer.
(2) Includes grants of options to purchase shares of common stock of Old ICN
("Old ICN common stock"), common stock of SPI ("SPI common stock")(adjusted
for stock dividend after the grant date and prior to the Merger), common
stock of Viratek ("Viratek common stock") and common stock of Biomedicals
("Biomedicals common stock").
(3) Except where otherwise indicated, the amounts in this column represent
matching contributions to ICN's 401(K) plan, amounts accrued under an
executive deferral plan and medical benefits and medical and life insurance
premiums.
(4) Mr. Panic was granted options to purchase the following shares of Old ICN
common stock, SPI common stock, Viratek common stock and Biomedicals common
stock.
POST MERGER:
ICN (NEW)
---------
1995............................... --
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PRE-MERGER:
ICN SPI VIRATEK BIOMEDICALS
--------- ------- ------- -----------
1994............................... 300,000 202,600 200,000 --
1993............................... -- -- -- 60,000
(5) In 1995, the $92,482 of "All Other Compensation" consists of the following:
legal $78,960, executive medical $5,330 and life insurance $8,192. In 1994,
the $70,603 consists of the following: legal $23,835, accounting $34,045,
executive medical $6,107 and life insurance $6,616. All other compensation
also includes $38,242 for miscellaneous fringe benefits in 1993. For the
two years ended December 31, 1994, Mr. Panic realized $7,498,500 and
$4,771,220 on the exercise of stock options for ICN, SPI, and Viratek,
respectively. These stock option gains are not reflected in the "All Other
Compensation" column.
(6) Mr. Jerney was granted options to purchase the following shares of ICN
common stock (Post Merger), ICN common stock (Pre-Merger), SPI common stock
(adjusted for stock dividend after the grant date and prior to the Merger),
Viratek common stock and Biomedicals common stock:
POST MERGER:
ICN (NEW)
---------
1995................................. --
PRE-MERGER:
ICN SPI VIRATEK BIOMEDICALS
--------- ------ ------- -----------
1994................................. 50,000 50,650 50,000 61,765
1993................................. 50,000 50,000 50,000 --
(7) In 1995, the $66,436 of "All Other Compensation" consists of the following:
accounting-tax $41,925, legal expense $12,568, executive medical $7,572,
tennis club $420 and life insurance $3,951. In 1994, the $60,741 is broken
out as follows: accounting-tax $27,871, deferred compensation interest
$16,928, executive medical $8,523; 401K employee contribution $4,620,
tennis club $415, and life insurance $2,384. For the two years ended
December 31, 1994 and 1993, Mr. Jerney realized $372,795 and $894,569 on
the exercise of stock option for ICN and SPI common stock, respectively.
These stock option gains are not reflected in the "All Other Compensation"
column.
(8) Mr. Giordani was granted options to purchase the following shares of ICN
common stock (Post Merger), ICN common stock (Pre-Merger), SPI common stock
(adjusted for stock dividend after the grant date and prior to the Merger),
Viratek common stock and Biomedicals common stock:
POST MERGER:
ICN (NEW)
---------
1995............................... --
PRE-MERGER:
ICN SPI VIRATEK BIOMEDICALS
--------- ------- ------- -----------
1994............................... 25,000 -- 10,000 20,000
1993............................... 25,000 -- 10,000 30,000
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(9) Mr. MacDonald was granted options to purchase the following shares of ICN
common stock (Post Merger), ICN common stock (Pre-Merger), SPI common stock
(adjusted for stock dividend after the grant date and prior to the Merger),
Viratek common stock and Biomedicals common stock:
POST MERGER:
ICN (NEW)
---------
1995................................. --
PRE-MERGER:
ICN SPI VIRATEK BIOMEDICALS
--------- ------ ------- -----------
1994................................. 25,000 40,520 10,000 30,000
1993................................. 25,000 40,000 10,000 50,000
(10) Mr. Watt was granted options to purchase the following shares of ICN common
stock (Post Merger), ICN common stock (Pre-Merger), SPI common stock
(adjusted for stock dividend after the grant date and prior to the Merger),
Viratek common stock and Biomedicals common stock:
POST MERGER:
ICN (NEW)
---------
1995................................. --
PRE-MERGER:
ICN SPI VIRATEK BIOMEDICALS
--------- ------ ------- -----------
1995................................. 0
1994................................. 25,000 49,900 10,500 --
1993................................. 25,000 20,400 10,000 --
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Dr. Johannesson resigned from the Company effective December 31, 1995.
In January 1995, the Company advanced Milan Panic $1,406,682, in regards to
tax matters relating to the exercise of stock options. The advance, plus accrued
interest at Bank of America's Reference Rate thereon, was fully paid by March,
1995 with cash of $1,271,013 and Shares having a market value at the time of
$147,183.
In July 1992, Milan Panic, then Chairman of the Board, President and Chief
Executive Officer of Old ICN and also occupying similar positions with SPI,
Viratek and Biomedicals, with the approval of Old ICN's Board of Directors,
became Prime Minister of Yugoslavia and was granted a paid leave of absence from
all duties to Old ICN while retaining his title as Chairman of the Board. Mr.
Panic and Old ICN entered into a Leave of Absence and Reemployment Agreement
which contained mutual obligations, requiring, among other things, that Old ICN
reemploy Mr. Panic and that Mr. Panic return to his previous positions with Old
ICN. Mr. Panic was succeeded as Prime Minister on March 4, 1993, and pursuant to
the Leave of Absence and Reemployment Agreement, returned to his duties at Old
ICN.
In addition to the salaries of Mr. Panic and certain Old ICN employees
assisting him during his leave of absence, Old ICN and Mr. Panic incurred
certain other expenses in connection with Mr. Panic's transition to and return
from his leave of absence. Old ICN retained a then recently retired member of
the California Superior Court to review all such expenses to determine whether
such expenses represented a valid expense of the Company. The Judge prepared a
report for the Audit Committees of Old ICN and SPI that indicated that these
costs represented costs of Old ICN and SPI. Such report was reviewed and
approved by these Audit Committees.
Mr. Panic reimbursed Old ICN certain withholding taxes due as of December
31, 1992, previously advanced by Old ICN, in connection with the exercise of
stock options, in the amount of $1,351,000.
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Mr. Panic paid these amounts in 1993, in the form of cash in the amount of
$678,000 and Viratek common stock in the amount of $776,000 valued at fair
market value.
On April 1, 1992, the Board of Directors granted Mr. Panic a bonus of
200,000 shares of SPI common stock for his extraordinary efforts in completing
the Galenika transaction. The value of these shares at the date of grant was
$5,375,000. Mr. Panic sold the shares during 1993 for a realized value of
$4,005,223. Additionally, in 1993, Mr. Panic realized $1,881,250 and $1,853,000
on other sales of shares of Old ICN common stock and SPI common stock,
respectively.
OPTION GRANT INFORMATION
The following table sets forth information with respect to options to
purchase shares of new ICN common stock granted to Executive Officers, adjusted
for stock dividends occurring after grant for 1995 and through March 31, 1996:
OPTION GRANTS IN LAST FISCAL YEAR
(EXPRESSED IN CONVERTED NEW ICN SHARES)
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION GRANT DATE
NAME COMPANY GRANTED FISCAL YEAR PRICE DATE PRESENT VALUE
---- ------- --------- ------------- -------- ----------- -------------
Milan Panic...................... ICN 0 0% $.00 0/00/00 $000.
Adam Jerney...................... ICN 0 0% $.00 0/00/00 $000.
John E. Giordani................. ICN 0 0% $.00 0/00/00 $000.
Bill A. MacDonald................ ICN 0 0% $.00 0/00/00 $000.
Jack Sholl....................... ICN 0 0% $.00 0/00/00 $000.
David C. Watt.................... ICN 0 0% $.00 0/00/00 $000.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information regarding (i) stock option
exercises by the Named Executive Officers during 1995 and through March 31,
1996, and (ii) unexercised stock options held by the Named Executive Officers at
March 31, 1996:
AGGREGATED OPTION EXERCISES
IN 1995 AND MARCH 31, 1996 OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 03/31/96 AT 03/31/96(2)
ACQUIRED VALUE --------------------------- ---------------------------
NAME COMPANY EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------- --------- ----------- ----------- ------------- ----------- -------------
Milan Panic.......... ICN 21,555 $ 245,298 1,176,800 245,979 $ 5,230,276 $ 1,529,259
Adam Jerney.......... ICN 66,362 764,128 503,988 151,179 4,087,584 1,316,867
John E. Giordani..... ICN 23,530 306,357 94,842 40,037 353,387 284,551
Bill A. MacDonald.... ICN 23,995 292,490 130,539 54,161 789,163 453,679
David Watt........... ICN 8,585 160,428 116,331 42,318 892,193 346,427
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(1) Difference between the fair market value of the shares of common stock of
the Company at the date of exercise and the exercise price.
(2) Difference between the fair market value of the shares of common stock of
the Company on December 31, 1995 and the exercise price.
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COMPENSATION OF DIRECTORS OF ICN
Members of the Board of Directors of ICN, other than employees, are paid an
annual fee of $30,000, payable quarterly, plus a fee of $1,000 for every Board
meeting attended and an additional fee of $1,000 for every committee meeting
attended, and are reimbursed for their out-of-pocket expenses in attending
meetings. During 1995, Mr. Bayh, or the firm with which he is affiliated,
received legal or consulting fees from ICN in the amount of $43,092, Dr.
Guillemin received $75,000 from ICN for consulting services rendered. Dr. M.
Smith received $50,000 in 1995 from ICN for consulting services rendered. Dr. R.
Smith received $97,800 in 1995 from ICN for consulting services rendered. Mr.
Alan Charles received $24,000 in 1995 from ICN for consulting services rendered.
Mr. Stephen Moses received $24,000 in 1995 from ICN for consulting services
rendered. In addition, non-employee directors on each April 18th are granted
options to purchase 15,000 Shares.
CERTAIN EMPLOYMENT AGREEMENTS
On March 18, 1993, the Board of Directors of Old ICN adopted Employment
Agreements ("Employment Agreements") which contained "Change in Control"
benefits for six then current key senior executive officers of Old ICN. The
executives include Messrs. Jerney, Giordani, MacDonald and Watt, then officers
of Old ICN, and Messrs. Phillips and Sholl, then officers of SPI. The Employment
Agreements were assumed by New ICN in connection with the Merger. Mr. Phillips
retired from the Company in May, 1995 and his contract terminated. In addition,
the Company entered into an Employment Contract in May, 1995 with John Julian,
Senior Vice President, containing identical provisions to the "Employment
Agreements."
The Employment Agreements are intended to retain the services of these
executives and provide for continuity of management in the event of any actual
or threatened Change in Control. Each agreement has an initial term ending March
30, 1996 and is automatically extended for one year terms each year thereafter
unless either the executive or ICN elects not to extend it (provided that any
notice by ICN not to extend the agreement cannot cause the agreement to be
terminated prior to the expiration of the third anniversary of the date of any
Change in Control). These Employment Agreements provide that each executive
shall receive severance benefits equal to three times salary and bonus (and
certain other benefits) if the executive's employment is terminated without
cause, if the executive terminates employment for certain enumerated reasons
(including a Change in Control of ICN significant reduction in the executive's
compensation, duties, title or reporting responsibilities or a change in the
executive's job location), or the executive leaves ICN for any reason or without
reason during a sixty day period commencing six months after the Change in
Control. The executive is under no obligation to mitigate amounts payable under
the Employment Agreements.
For purposes of the Employment Agreements, a "Change in Control" means any
of the following events: (i) the acquisition (other than from ICN) by any
person, subject to certain exceptions, of beneficial ownership, directly or
indirectly, of 20% or more of the combined voting power of ICN's then
outstanding voting securities; (ii) the existing Board of Directors cease for
any reason to constitute at least two-thirds of the Board, unless the election,
or nomination for election by ICN's stockholders, of any new director was
approved by a vote of at least two-thirds of the existing Board of Directors; or
(iii) approval by stockholders of ICN of (a) a merger or consolidation involving
ICN if the stockholders of ICN, immediately before such merger or consolidation,
do not, as a result of such merger or consolidation, own, directly or
indirectly, more than 80% of the combined voting power of the then outstanding
voting securities of the corporation resulting from such merger or consolidation
in substantially the same proportion as their ownership of the combined voting
power of the voting securities of ICN outstanding immediately before such merger
or consolidation, or (b) a complete liquidation or dissolution of ICN or an
agreement for the sale or other disposition of all or substantially all of the
assets of ICN. Removal of ICN's Board of Directors would also constitute a
Change in Control under the Employment Agreements. If the employment of such key
senior executives is terminated under any of the circumstances described above,
the executives would be entitled to receive the following amounts (based upon
present compensation): Adam Jerney $2,092,623; John Giordani $1,238,277; Bill
MacDonald $1,179,486; David Watt $935,955 and John Julian $900,000. In addition,
the vesting of certain options granted to the executives would be accelerated.
The value of the accelerated options would depend upon the market price of the
shares at that time.
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In connection with the Merger, each of the senior executives executed an
agreement waiving the effect under the Employment Agreements of any Change in
Control which may have been deemed to have arisen as a result of the Merger.
PANIC EMPLOYMENT AGREEMENT
Old ICN and Milan Panic entered into an Employment Agreement effective
October 1, 1988, which, as amended and extended, terminates on September 30,
1998 (the "Panic Employment Agreement"). The base amount of salary for Mr. Panic
was determined by the Compensation Committee of the Board of Directors of Old
ICN in 1988. In setting the base amount, the Compensation Committee took into
consideration Mr. Panic's then-current base salary, the base salaries of chief
executives of companies of similar scope and complexity and the Compensation
Committee's desire to retain Mr. Panic's services, given his role as founder of
Old ICN. Upon consummation of the Merger, the Panic Employment Agreement was
assumed by ICN. The Panic Employment Agreement provides for an annual salary,
currently $535,000, with an annual 7% increase payable under certain
circumstances. The Panic Employment Agreement provides that during the period of
his employment, Mr. Panic will not engage in businesses competitive with ICN
without the approval of the Board of Directors. Under the Panic Employment
Agreement, Mr. Panic agreed to waive and eliminate retirement benefits contained
in his prior employment contract with ICN. Instead, Mr. Panic may, at his
option, retire upon termination of the Panic Employment Agreement.
Upon retirement, Mr. Panic has agreed to provide consulting services to ICN
for $120,000 per year, which amount is subject to annual cost-of-living
adjustments from the base year of 1967 until the date of retirement not to
exceed his salary at the date of retirement (currently estimated to be in excess
of $535,000 per year, as adjusted). Mr. Panic's agreement to provide consulting
services to ICN is a lifetime agreement. The consulting fee shall not at any
time exceed the highest annual compensation, as adjusted, paid to Mr. Panic
during his employment by ICN. Upon Mr. Panic's retirement, the consulting fee
shall not be subject to further cost-of-living adjustments. The Panic Employment
Agreement includes a severance compensation provision in the event of a Change
in Control of ICN. The Panic Employment Agreement provides that if within two
years after a Change in Control of ICN, Mr. Panic's employment with ICN is
terminated, except as a result of death, disability or illness, or if Mr. Panic
leaves the employ of ICN within such two-year period, then Mr. Panic will
receive as severance compensation, five times his annual salary, as adjusted,
and Mr. Panic will be deemed to have retired and will receive the same
consulting fees to which he would otherwise have been entitled under the Panic
Employment Agreement. A Change in Control of ICN would occur, for purposes of
the Panic Employment Agreement, if (i) a Change in Control shall occur of a
nature which would be required to be reported in response to Item 6(e) of
Schedule 14A under the Exchange Act (for purposes of that Item, "control" is
defined as the power to direct or cause the direction of the management and
policies of ICN, whether through the ownership of voting securities, by
contract, or otherwise) unless two-thirds of the Existing Board of Directors, as
defined below, decide in their discretion that no Change in Control has occurred
for purposes of the agreement; (ii) any person is or becomes the beneficial
owner, directly or indirectly, of securities of ICN representing 15% or more of
the combined voting power of ICN's then outstanding securities; (iii) the
persons constituting the Existing Board of Directors, as defined below, cease
for any reason to constitute a majority of ICN's Board of Directors; or (iv) the
Shares cease to be registered under the Exchange Act. "Existing Board of
Directors" is defined in the Panic Employment Agreement as those persons
constituting the Board of Directors at the date of the Panic Employment
Agreement, together with each new director whose election or nomination for
election by ICN's stockholders was previously approved, or is approved within
thirty days of such election or nomination, by a vote of at least two-thirds of
the directors in office prior to such person's election as a director. If Mr.
Panic's employment is terminated under any of the circumstances described above
following such a Change in Control, in addition to the consulting fee as
described above, Mr. Panic would be entitled to receive (based upon present
compensation) $2,675,000.
In connection with the Merger, Mr. Panic executed an agreement waiving the
effect under the Panic Employment Agreement of any Change in Control which may
have been deemed to have arisen as a result of the Merger.
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COMPENSATION REPORT
The Compensation and Benefits Committee ("Committee") is composed of
Messrs. Barker, Bayh, Charles and Moses each of whom are an independent
non-employee director.
The following statement made by the members of the Committee shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934 and shall not otherwise be
deemed filed under such Acts.
Compensation Philosophy
The Board of Directors adopts an annual budget and financial plan which
incorporates the goals and objectives to be achieved by the Company and the
specific operating units. The goals focus on growth in operating income and
growth in earnings per share. Each executive is responsible for the performance
of his or her unit in relation to the plan. Specific goals and objectives for
each executive are reviewed by the executive and his or her supervisor. In
reviewing the annual performance which will determine the executive's
compensation, the supervisor assesses a performance grade based on the pre-set
performance objectives. This assessment is used to determine base salary for the
following fiscal year. Eligibility for bonus awards is based on the pre-set
performance guidelines and growth in operating income and earnings per share.
However, bonuses may be paid even when these objective standards are not met if
specific contributions by an employee merit a bonus or the reasons for failure
to meet the objective standards are beyond the control of the Company and/or the
employee. Stock options are granted based on a program developed for the Company
by Towers Perrin, a compensation consulting company. Each individual's base
number of options is derived from a formula which ties to their base salary. The
Committee may then consider the achievement of individual as well as corporate
performance goals in determining the ultimate number of options granted.
The compensation of executives consists of salary, a bonus plan to reward
performance and a long-term incentive stock option program.
Base Salary
Salaries are paid within certain grades which are established by the Human
Resources Department reviewing data of other like companies in the same
industry. The Company reviewed salary surveys prepared by Towers Perrin. These
surveys did not state which companies participated in the surveys. The salary
levels were in the median of compensation for similar positions. Grades are
updated to reflect changes in the marketplace. The salaries of executives are
reviewed on an annual basis by supervisory managers and the Committee.
Bonus Plan
The Company has adopted an Incentive Bonus Plan which is based on target
goals of growth in both operating income and earnings per share. Individual
performance goals are compared against the target goals established.
Recommendations are made by individual supervisors and approved by the
Committee.
Long Term Stock Incentive Plans
Stock options are granted as long range incentives to executives. Options
vest over a ten year period. Options are granted at fair market value. The
amount of options granted is tied to salary and performance and each grant is
evaluated. No grant to executives is automatic.
The Board of Directors has adopted a new Long Term Incentive Plan which
will provide that incentive compensation for the Chief Executive Officer and
other key senior officers of the Company will be dependent upon the increase in
shareholder value in excess of the S&P 500 Index.
Chief Executive Officer Compensation
The Committee determines the compensation of the Chief Executive Officer
based on a number of factors. The goal of the Committee is to grant compensation
consistent with compensation granted to other chief executive officers of
companies in the same industry. The Chief Executive Officer's compensation is
based on an employment agreement with ICN (See "Executive Compensation")
comprised of a base salary
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and a bonus based on the Company's performance. Special one-time bonuses will be
paid, at the Committee's discretion, based on special contributions made to the
Company. Substantial bonuses are approved by the Board of Directors.
Internal Revenue Code Section 162(m)
Section 162(m) of the Code, which was enacted in 1993, generally disallows
a federal income tax deduction to any publicly-held corporation for compensation
paid in excess of $1 million in any taxable year beginning after January 1, 1994
to the chief executive officer and any of the four other most highly compensated
executive officers who are employed by ICN on the last day of the taxable year.
Section 162(m), however, does not disallow a federal income tax deduction for
qualified "performance-based compensation," the material terms of which are
disclosed to and approved by the stockholders. The application of Section 162(m)
is not expected to have a material impact on the federal income tax liability of
ICN.
Compensation Committee Interlocks and Insider Participation
Bayh, Connaughton & Malone received legal fees in 1995 from ICN (including
the Predecessor Companies) for legal services in the amount of $43,092. Mr.
Birch E. Bayh, Jr. is a partner in the firm.
COMPENSATION AND BENEFITS COMMITTEE
Norman Barker, Jr.
Senator Birch Bayh
Alan F. Charles
Stephen D. Moses
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PERFORMANCE GRAPH
The following compares ICN's cumulative total stock return on the Shares
with the cumulative return on the Standard & Poor's 500 Stock Index and the
5-Stock Custom Composite Index for the five years ended December 31, 1995. The
graph assumes that the value of the investment of Shares in each index as $100
at December 31, 1990 and that all dividends were reinvested. The cumulative
total return for the Company is based on an initial investment in SPI (the
predecessor for accounting purposes to the Company) on December 31, 1990 (and
taking into account the conversion of shares of SPI common stock into Shares in
the Merger on November 11, 1994 on a one for one basis).
CUMULATIVE TOTAL RETURN
BASED ON REINVESTMENT OF $100 BEGINNING DECEMBER 31, 1990
CUSTOM
ICN COMPOSITE
MEASUREMENT PERIOD PHARMACEUTI- INDEX (5
(FISCAL YEAR COVERED) CALS, INC. STOCKS) S&P 500
DEC-90 100 100 100
DEC-91 443 211 130
DEC-92 163 161 140
DEC-93 236 122 155
DEC-94 300 152 157
DEC-95 359 252 215
The 5-Stock Custom Composite Index includes Allergan Inc., Amgen Inc.,
Carter Wallace Inc., Forest Labs Inc. -- Class A, and Syntex Corp.
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ITEM 12. OWNERSHIP OF THE COMPANY'S SECURITIES
PRINCIPAL STOCKHOLDER
As of February 28, 1996, the following stockholders were known to
management to be the beneficial owner of more than 5% of the outstanding shares:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF CLASS
OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING(1)
------------------- ------------------ ----------------
Heartland Advisors, Inc.(2).................. 3,261,192 10.9%
Heartland Group, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202
AIM Management Group(3)...................... 1,721,514 5.7%
11 Greenway Plaza, Suite 1919
Houston, Texas 77046
- ---------------
(1) Total outstanding Shares for purposes of this table include 31,098,551
shares outstanding on March 13, 1996.
(2) As reported on Form 13G filed with the Securities and Exchange Commission
(the "Commission"), 3,621,192 Shares may be deemed beneficially owned within
the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") by Heartland Advisors.
(3) As reported on Form 13G filed with the Securities and Exchange Commission
(the "Commission"), 1,721,514 Shares may be deemed beneficially owned within
the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") by Heartland Advisors.
OWNERSHIP BY MANAGEMENT
The following table sets forth, as of March 31, 1996, certain information
regarding the beneficial ownership of Shares, including the percent of shares
owned beneficially by each Executive Officer and all directors and executive
officers of ICN as a group:
NUMBER OF SHARES
AND NATURE OF
BENEFICIAL
OWNERSHIP
OF ICN PERCENTAGE
IDENTITY OF OWNER OR GROUP COMMON STOCK OF CLASS
-------------------------- ---------------- ----------
Norman Barker, Jr............................... 49,211(3) (2)
Birch E. Bayh, Jr............................... 29,042(4) (2)
Alan F. Charles................................. 22,846(5) (2)
Roger Guillemin, M.D., Ph.D..................... 61,629(6) (2)
Dale Hanson..................................... 0(7) (2)
Adam Jerney..................................... 615,864(8) 1.9%
Weldon B. Jolley, Ph.D.......................... 131,813(9) (2)
Jean-Francois Kurz.............................. 11,343(10) (2)
Thomas H. Lenagh................................ 15,730(11) (2)
Charles T. Manatt............................... 29,541(12) (2)
Stephen D. Moses................................ 28,719(13) (2)
Milan Panic..................................... 1,432,748(14) 4.4%
Michael Smith, Ph.D............................. 10,704(15) (2)
Roberts A. Smith, Ph.D.......................... 161,373(16) (2)
Richard W. Starr................................ 36,111(17) (2)
John E. Giordani................................ 94,842(18) (2)
Bill A. MacDonald............................... 137,042(19) (2)
David Watt...................................... 118,326(20) (2)
Directors and executive officers of the Company
as a group (18 persons)....................... 2,986,884(21) 8.9%
- ---------------
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(1) Except as indicated otherwise in the following notes, shares shown as
beneficially owned are those as to which the named persons possess sole
voting and investment power. However, under the laws of California and
certain other states, personal property owned by a married person may be
community property which either spouse may manage and control, and the
Company has no information as to whether any shares shown in this table are
subject to community property laws.
(2) Less than 1%.
(3) Includes 46,456 shares of ICN common stock which Mr. Barker has the right
to acquire upon the exercise of currently exercisable stock options.
(4) Includes 29,042 shares of ICN common stock which Mr. Bayh has the right to
acquire upon the exercise of currently exercisable stock options.
(5) Includes 22,800 shares of ICN common stock which Mr. Charles has the right
to acquire upon the exercise of currently exercisable stock options.
(6) Includes 61,077 shares of ICN common stock which Dr. Guillemin has the
right to acquire upon the exercise of currently exercisable stock options.
(7) Includes 0 shares of ICN common stock which Mr. Hanson has the right to
acquire upon the exercise of currently exercisable stock options.
(8) Includes 503,988 shares of ICN common stock which Mr. Jerney has the right
to acquire upon the exercise of currently exercisable stock options.
(9) Includes 77,961 shares of ICN common stock which Dr. Jolley has the right
to acquire upon the exercise of currently exercisable stock options.
(10) Includes 11,343 shares of ICN common stock which Mr. Kurz has the right to
acquire upon the exercise of currently exercisable stock options.
(11) Includes 11,343 shares of ICN common stock which Mr. Lenagh has the right
to acquire upon the exercise of currently exercisable stock options.
(12) Includes 28,517 shares of ICN common stock which Mr. Manatt has the right
to acquire upon the exercise of currently exercisable stock options.
(13) Includes 28,517 shares of ICN common stock which Mr. Moses has the right to
acquire upon the exercise of currently exercisable stock options.
(14) Includes 1,176,800 shares of ICN common stock which Mr. Panic has the right
to acquire upon the exercise of currently exercisable stock options.
(15) Includes 10,704 shares of ICN common stock which Dr. Michael Smith has the
right to acquire upon the exercise of currently exercisable stock options.
(16) Includes 124,348 shares of ICN common stock which Dr. Roberts A. Smith has
the right to acquire upon the exercise of currently exercisable stock
options.
(17) Includes 17,609 shares of ICN common stock which Mr. Starr has the right to
acquire upon the exercise of currently exercisable stock options.
(18) Includes 94,842 shares of ICN common stock which Mr. Giordani has the right
to acquire upon the exercise of currently exercisable stock options.
(19) Includes 130,539 shares of ICN common stock which Mr. MacDonald has the
right to acquire upon the exercise of currently exercisable stock options.
(20) Includes 116,331 shares of ICN common stock which Mr. Watt has the right to
acquire upon the exercise of currently exercisable stock options.
(21) Includes 2,492,217 shares of ICN common stock which directors and certain
officers have the right to acquire upon the exercise of currently
exercisable stock options.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires ICN's officers and directors,
and persons who own more than ten percent of a registered class of ICN's equity
securities, to file reports of ownership and changes in ownership with the
Commission and the New York Stock Exchange. Such officers, directors and
shareholders are required by Commission regulation to furnish ICN with copies of
all Section 16(a) forms they file.
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Based on its review of the copies of such forms received by ICN, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, ICN believes that during fiscal year 1995 all filing requirements
applicable to its officers, directors and ten percent beneficial owners were
timely satisfied.
CERTAIN TRANSACTIONS
Under an agreement entered into in 1982 between Old ICN and Baylor College
of Medicine ("Baylor"), the employer of Dr. Vernon Knight, a former director of
ICN, the Company is required to pay a 2% royalty to Baylor on all sales of
Virazole(R) in aerosolized form. Such royalties include $850,987 for 1995.
Certain outside directors have provided legal and other consultation
services to ICN which amounted to approximately $313,892 during 1995.
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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.
ICN PHARMACEUTICALS, INC.
Date: April 29, 1996
By: /s/ MILAN PANIC
-------------------------
Milan Panic
Chairman of the Board and
Chief Executive Officer
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.
/s/ MILAN PANIC Date: April 29, 1996
- -------------------------------------------------
Milan Panic
Chairman of the Board and Chief Executive Officer
/s/ JOHN E. GIORDANI Date: April 29, 1996
- -------------------------------------------------
John E. Giordani
Executive Vice President, Chief Financial Officer
and Corporate Controller
/s/ NORMAN BARKER, JR. Date: April 29, 1996
- -------------------------------------------------
Norman Barker, Jr., Director
/s/ BIRCH BAYH Date: April 29, 1996
- -------------------------------------------------
Senator Birch Bayh, Director
/s/ ALAN F. CHARLES Date: April 29, 1996
- -------------------------------------------------
Alan F. Charles, Director
/s/ ROGER GUILLEMIN Date: April 29, 1996
- -------------------------------------------------
Roger Guillemin, M.D., Ph.D., Director
/s/ ADAM JERNEY Date: April 29, 1996
- -------------------------------------------------
Adam Jerney, Executive Vice President, Director
19
SIGNATURES - CONTINUED
/s/ DALE M. HANSON Date: April 29, 1996
- -------------------------------------------------
Dale M. Hanson, Director
/s/ WELDON B. JOLLEY Date: April 29, 1996
- -------------------------------------------------
Weldon B. Jolley, Ph.D., Director
/s/ JEAN-FRANCOIS KURZ Date: April 29, 1996
- -------------------------------------------------
Jean-Francois Kurz, Director
/s/ THOMAS LENAGH Date: April 29, 1996
- -------------------------------------------------
Thomas Lenagh, Director
/s/ CHARLES T. MANATT Date: April 29, 1996
- -------------------------------------------------
Charles T. Manatt, Director
/s/ STEPHEN MOSES Date: April 29, 1996
- -------------------------------------------------
Stephen Moses, Director
/s/ MICHAEL SMITH Date: April 29, 1996
- -------------------------------------------------
Michael Smith, Ph.D., Director
/s/ ROBERTS A. SMITH Date: April 29, 1996
- -------------------------------------------------
Roberts A. Smith, Ph.D., Director
/s/ RICHARD W. STARR Date: April 29, 1996
- -------------------------------------------------
Richard W. Starr, Director