SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1998
[ ] 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 0-19041
AMERICAN BIOGENETIC SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 11-2655906
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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(Address of principal executive offices) (Zip Code)
516-789-2600
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(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:
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Class A Common Stock
(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 (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 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 ]
As of the close of business on March 19, 1999, there were outstanding
36,018,841 shares of the registrant's Class A Common Stock and 3,000,000 shares
of its Class B Common Stock. The approximate aggregate market value (based upon
the closing price on The Nasdaq Stock Market's National Market) of shares held
by non-affiliates of the registrant as of March 19, 1999 was $43,583,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
Name Position
- ---- --------
Alfred J. Roach Chairman of the Board and Director
John S. North President, Chief Executive Officer and Director
Ellena M. Byrne Executive Vice President and Director
Timothy J. Roach Treasurer, Secretary and Director
George Christoffersen Vice President - Research and Development
Emer Leahy Senior Vice President-Business Development
James M. McLinden Vice President-Molecular Biology
Josef C. Schoell Vice President-Finance and Chief Financial
Officer
Gustav Victor Rudolf Born Director
Glenna M. Crooks Director
Joseph C. Hogan Director
William G. Sharwell Director
ALFRED J. ROACH, 83, has been Chairman of the Board of Directors of the
Company since its organization in September 1983 and, from September 1983 until
November 1998, also served as the Company's Chief Executive Officer. Mr. Roach
has served as Chairman of the Board and/or President of TII Industries, Inc.
("TII"), a corporation engaged in manufacturing and marketing telecommunications
products, and its predecessor since its founding in 1964. Mr. Roach devotes a
majority of his time to the business of the Company.
JOHN S. NORTH, 54, has been President, Chief Executive Officer and
member of the Board of Directors of the Company since joining the Company in
November 1998. From April 1969 until he joined the Company, Mr. North was
employed by Eli Lilly and Company ("Lilly"), which develops, manufactures and
sells pharmaceutical products, in a number of management positions, including
Director of Marketing for Lilly's Dista Products Division in the United Kingdom
(from March 1982 until January 1984), Director of New Product Planning for
Europe and the Nordic Area (from January 1984 until October 1986), in which
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geographic areas he was responsible for the launch of Lilly's antidepressant
Prozac, Manager of International Relations (from October 1986 until April 1993)
and Director of International Public and Government Affairs for Lilly's
pharmaceutical division (from April 1993 until joining ABS).
ELLENA M. BYRNE, 48, has been Executive Vice President and a director
of the Company since March 1995. From January 1986 until December 1991, Ms.
Byrne served as Vice President-Administration of the Company and, from December
1991 until March 1995, Ms. Byrne served in various capacities with the Company,
including Director of Operations for Europe and Asia.
TIMOTHY J. ROACH, 52, has been Treasurer, Secretary and a director of
the Company since September 1983. He has also been affiliated with TII since
1974, serving as its President since July 1980, Chief Operating Officer since
May 1987, Vice Chairman of the Board since October 1993, Chief Executive Officer
since January 1995 and a director since January 1978. Mr. Roach devotes such
time as is necessary to the business of the Company to discharge his duties as
Treasurer, Secretary and a director. Timothy J. Roach is the son of Alfred J.
Roach.
GEORGE CHRISTOFFERSEN, Ph.D., 63, joined the Company in November 1997
as its Director of Research and Development and was elected Vice
President-Research and Development in June 1998. From June 1997 until November
1997, Dr. Christoffersen served as a biotechnology consultant. From September
1991 to May 1997, Dr. Christoffersen was employed by Genzyme Corporation, a
biotechnology company, as Senior Director - Scientific Affairs, where he was
responsible for the identification, evaluation and licensing of new
technologies, as well as managing offsite research projects and establishing
university networks.
EMER LEAHY, Ph.D., 33, rejoined the Company in December 1997, serving
as Senior Vice President- Business Development. From April 1995 to December
1997, Dr. Leahy was employed by AMBI, Inc., a biotechnology and nutraceutical
company, as Vice President-Product Development and Director-Business
Development, where she coordinated licensing technologies and products as well
as participating in corporate acquisitions. From April 1994 until April 1995,
Dr. Leahy was Vice President-Neuroscience and, from August 1993 until April
1994, was Vice President-Regulatory Affairs of the Company. From February 1992
until August 1993, Dr. Leahy was employed by Boehringer Ingelheim, GmbH, a
multinational pharmaceutical company, where she coordinated clinical trials in
Ireland. In addition, from October 1991 until August 1993, Dr. Leahy was
lecturer in Pharmacology at the Royal College of Surgeons of Ireland.
JAMES H. MCLINDEN, Ph.D., 48, has been Vice President - Molecular
Biology of the Company since November 1991. Prior thereto (and since joining the
Company in January 1987), Dr. McLinden served as Director of Molecular Biology
of the Company.
JOSEF C. SCHOELL, 49, joined the Company in July 1992 as its Controller
and was elected Vice President-Finance and Chief Financial Officer of the
Company in July 1995. Mr. Schoell is a Certified Public Accountant in the State
of New York.
GUSTAV VICTOR RUDOLF BORN, M.D., D.Phil., F.R.S., 77, has been a
director of the Company since January 1997. Since 1988, Dr. Born has been
Research Director of The William Harvey Research Institute at St. Bartholomew's
Hospital Medical College, London, England and Emeritus Professor of Pharmacology
in the University of London. Among Dr. Born's distinctions, appointments and
activities are: Fellowship and
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Royal Medal of the Royal Society; and Foundation President of the British
Society for Thrombosis and Haemostasis.
GLENNA M. CROOKS, Ph.D., 49, has been a director of the Company since
March 1, 1999. Dr. Crooks has been President of Strategic Health Policy
International, Inc., a health care consulting and planning firm that advises
governments, businesses and industry trade associations in the U.S. and overseas
on the development and application of business strategy, a company she formed in
October 1994. From January 1991 until September 1994, Dr. Crooks served as Vice
President - Worldwide Sales and Operations for Merck & Co., Inc.'s Vaccines
Division.
JOSEPH C. HOGAN, Ph.D., 76, has been a director of the Company since
December 1983. Dr. Hogan served as Dean of the College of Engineering of the
University of Notre Dame from 1967 until 1981, following which he performed
various services for the University of Notre Dame until 1985, where he remains
Dean Emeritus. From 1985 until his retirement in 1987, Dr. Hogan was Director of
Engineering Research and Resource Development at Georgia Institute of Technology
("Georgia Tech"). Dr. Hogan is a director of TII.
WILLIAM G. SHARWELL, D.C.S., 78, has been a director of the Company
since October 1986. Dr. Sharwell was President of Pace University in New York
from 1984 until his retirement in 1990. He was Senior Vice President of American
Telephone & Telegraph Company between 1976 and 1984, and previously served as
Executive Vice President of Operations of New York Telephone Company. Dr.
Sharwell serves on the Board of Directors of TII and as an independent general
partner of Equitable Capital Partners, L.P. and Equitable Capital Partners
(Retirement Fund), L.P., registered investment companies under the Investment
Company Act of 1940.
Directors serve until the next Annual Meeting of the Stockholders of
the Company following their election and until their respective successors are
elected and qualified.
Each executive officer is scheduled to hold office until the Annual
Meeting of Directors which is scheduled to be held after each Annual Meeting of
Stockholders. Any executive officer may be removed by the Board of Directors
either with or without cause.
There are no understandings between any director or executive officer
and any other person pursuant to which any director or executive officer was
elected as such. Mr. North, Ms. Byrne and Dr. Leahy are parties to employment
agreements with the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of ownership, and reports
of changes of ownership, of the Company's equity securities with the Securities
and Exchange Commission and furnish copies of those reports to the Company.
Based solely on a review of copies of the reports furnished to the Company, or
written representation that no reports were required, the Company believes that
all reports required to be filed by such persons with respect to the Company's
year ended December 31, 1998 were timely filed.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company during
1996, 1997 and 1998 of the Company's chief executive officer and the executive
officers of the Company whose annual cash compensation for 1998 exceeded
$100,000:
ANNUAL LONG-TERM
NAME AND COMPENSATION COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
------------------- ---- -------------- ------ ------- ------------
Alfred J. Roach, 1998 $250,000 ---- 100,000 ----
Chairman of the Board (1) 1997 $250,000 ---- ---- ----
1996 $250,000 ---- ---- ----
John S. North, President and 1998 $ 25,000 ---- 300,000 ----
Chief Executive Officer (2)
Stephen H. Ip, Executive 1998 $157,200 ---- ---- $23,500
Vice President and Chief 1997 $146,000 $25,000 200,000 ----
Operating Officer (3)
Emer Leahy, Senior Vice 1998 $150,000 $15,000 ---- ----
President - Business 1997 $ 8,700 ---- 110,000 ----
Development (4) 1996 ---- ---- 30,000 ----
Josef C. Schoell, Vice 1998 $120,000 ---- ---- ----
President Finance and 1997 $103,000 ---- 25,000 ----
Chief Financial Officer 1996 $ 95,000 ---- 10,000 ----
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(1) Mr. Roach served as the Company's Chief Executive Officer until
November 16, 1998.
(2) Mr. North joined the Company as President and Chief Executive
Officer on November 16,1998. One-half of the options granted to
Mr. North are subject to stockholder approval of an amendment to
the Company's 1996 Stock Option Plan to sufficiently increase the
number of shares that may be subject to options granted in any one
calendar year above the current 150,000 share maximum.
(3) Dr. Ip joined the Company in January 1997, was elected President
of the Company in January 1998 and resigned effective November 16,
1998. All other compensation reflects post- termination consulting
compensation.
(4) Dr. Leahy joined the Company as Senior Vice President - Business
Development on December 1, 1997. Compensation reflected in the
foregoing table for periods prior to December 1, 1997 were paid to
Dr. Leahy as a consultant.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options to purchase
shares of the Company's capital stock granted by the Company during the year
ended December 31, 1998 to the executive officers named in the Summary
Compensation Table. No stock appreciation rights have been granted by the
Company.
INDIVIDUAL OPTIONS POTENTIAL
PERCENT REALIZABLE VALUE
NUMBER OF OF TOTAL AT ASSUMED ANNUAL
SHARES OPTIONS RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE PRICE APPRECIATION
OPTIONS EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM(2)
NAME GRANTED FISCAL YEAR PER SHARE(1) DATE 5% 10%
---- --------- ----------- ------------ ---------- ---- -----
Alfred J. Roach 100,000 (3) 13.5% $.275 10/27/2003 $7,598 $ 17,295
John S. North 300,000 (4) 40.5% $.25 11/02/2008 $20,721 $ 47,167
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(1) The exercise price of the options granted to Messrs. Roach and North
was 110% and 100%, respectively, of the market value of the Class A
Common Stock on the date of grant.
(2) These are hypothetical values using assumed compound growth rates
prescribed by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, in the
market price of the Company's Class A Common Stock.
(3) Exercisable as to 25% of the number of shares of Class A Common Stock
underlying the option during each six months commencing six months
after the date of grant, on a cumulative basis.
(4) Exercisable as to 25% of the number of shares of Class A Common Stock
underlying the option during each year commencing one year after the
date of grant, on a cumulative basis.
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES
No options to purchase shares of the Company's capital stock were
exercised during 1998 by the executive officers named in the Summary
Compensation Table. The following table contains information concerning the
number of shares of Class A Common Stock underlying unexercised options held at
December 31, 1998 by the executive officers named in the Summary Compensation
Table.
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NUMBER OF SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS HELD AT OPTIONS HELD AT
FISCAL YEAR-END FISCAL YEAR-END
NAME (EXERCISABLE/ (EXERCISABLE/
---- UNEXERCISABLE) UNEXERCISABLE) (1)
---------------- -------------------
Alfred J. Roach 1,185,000 / 75,000 $11,875 / $ 35,625
JOHN S. NORTH 0 / 300,000 $ 0 / $ 150,000
EMER LEAHY 65,000 / 68,750 $ 0 / $ 0
JOSEF C. SCHOELL 125,000/ 5,000 $ 0 / $ 0
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(1) REPRESENTS THE CLOSING PRICE OF THE COMPANY'S CLASS A COMMON STOCK ON
THE NASDAQ STOCK MARKET'S NATIONAL MARKET ON DECEMBER 31, 1998 LESS THE
EXERCISE PRICE OF EACH OPTION.
EMPLOYMENT AGREEMENTs
The Company is a party to an employment agreement with John S. North,
dated as of November 2, 1998, under which Mr. North is serving as President and
Chief Executive Officer of the Company. The agreement provides for a term
expiring November 15, 2001. The Company has the right to terminate the agreement
without cause on thirty days' notice. In the event of termination of the
agreement by the Company without cause, Mr. North is to remain as a consultant
to the Company at his then existing compensation for a period of one year,
provided that the consulting and compensation arrangement is to terminate if Mr.
North enters into full-time employment with a third party. Under the agreement,
Mr. North's current annual salary is $260,000 per annum, he recieved a one-time
$25,000 bonus in January 1999 and the Company agreed to lend to him $100,000 on
an interest free basis. In January 1999 the Company loaned Mr. North $18,000
under this arrangement. Loans under this arrangement are to be forgiven as to
25% every six months provided Mr. North is still an employee of the Company. Mr.
North was also granted stock options to purchase an aggregate of 300,000 shares
of Class A Common Stock exercisable at $.25 per share, the market value of the
Company's Class A Common Stock on the date of grant. The options vest as to 25%
of the number of shares subject to the options annually, on a cumulative basis,
during the term of the option. The options are for a term of ten years, subject
to earlier termination in certain events. Options with respect to 150,000 shares
are subject to stockholder approval of an amendment to the Company's 1996 Stock
Option Plan to sufficiently increase the number of shares that may be subject to
options granted in any one calendar year above the current 150,000 share
maximum.
The Company is also a party to an employment agreement with Dr. Emer
Leahy, dated November 12, 1997, under which Dr. Leahy is serving as Senior Vice
President-Business Development of the Company.
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The agreement provides for a term expiring November 30, 2001. Under the
agreement, Dr. Leahy's current annual salary is $150,000 per annum. Dr. Leahy is
entitled to annual bonuses and salary increases based upon performance, as well
as reimbursement for tuition fees under an Executive MBA program.
As part of their respective employment agreements, Mr. North and Dr.
Leahy have agreed not to disclose confidential information about the Company
during or after employment and not to compete with the Company during their term
of employment and, in certain instances, following employment.
REMUNERATION OF DIRECTORS
Each director receives a fee of $1,000 for each meeting of the Board of
Directors attended by that director in person and not telephonically. Each
director serving on the Audit Committee receives a fee of $600 for each meeting
of the committee attended by that director in person and not telephonically. All
directors are reimbursed for travel expenses incurred in attending Board and
committee meetings. Dr. Born serves as a consultant to the Company for which he
receives compensation at the rate of $12,000 per annum.
The Company's 1993 Non-Employee Director Stock Option Plan, approved by
stockholders at the Company's 1993 Annual Meeting of Stockholders, provides for
the automatic grant of an option to purchase 10,000 shares of the Company's
Class A Common Stock to each non-employee director holding office immediately
after each annual meeting of stockholders. The exercise price for each option is
equal to the fair market value of the Company's Class A Common Stock on the date
of grant. All options have a term of five years and are exercisable, on a
cumulative basis, at the rate of one quarter of the number of shares subject to
the option in each year commencing one year after the date of the grant.
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ITEM 12. SECURITY HOLDINGS OF CERTAIN STOCKHOLDERS AND MANAGEMENT
The following table sets forth information at April 20, 1999 with respect
to the beneficial ownership of the Company's Class A Common Stock and Class B
Common Stock by (i) each person known by the Company to beneficially own more
than 5% of the outstanding shares of Class A Common Stock or Class B Common
Stock, (ii) each director of the Company, (iii) each current executive officer
named in the Summary Compensation Table in Item 11 of this Report and (iv) all
executive officers and directors of the Company as a group. Each share of Class
A Common Stock is entitled to one vote per share while each share of Class B
Common Stock is entitled to ten votes per share. The Company understands that,
except as noted below, each beneficial owner has sole voting and investment
power with respect to all shares attributable to such owner.
Class A Common Stock(1) Class B Common Stock
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Percent Percent
Beneficial Owner No. Shares of Class No. Shares of Class
- ----------------- ------------ -------- ---------- --------
Alfred J. Roach (2) 8,760,250 (2) 21.8% 3,000,000 100%
John S. North 7,000 (3) * --- ---
Ellena M. Byrne 421,250 (3)(4) 1.2% --- ---
Timothy J. Roach 630,000 (3) 1.7% --- ---
Gustav V. R. Born 37,500 (3) * --- ---
Glenna M. Crooks 0 * --- ---
Joseph C. Hogan 80,000 (3) * --- ---
William G. Sharwell 55,000 (3) * --- ---
Emer Leahy 176,500 (3) * --- ---
Josef C. Schoell 134,000 (3) * --- ---
All executive officers
and directors as a group
(12 persons, including
the foregoing) 10,463,250 (5) 25.2% 3,000,000 100%
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(1) Asterisk indicates less than one percent. Shares of Class A Common
Stock subject to issuance upon conversion of Class B Common Stock into
Class A Common Stock and upon exercise of options that were exercisable
on, or become exercisable within 60 days after, April 20, 1999 are
considered owned by the holder thereof and outstanding for purposes of
computing the percentage of outstanding Class A Common Stock that would
be owned by such person, but (except for the computation of beneficial
ownership by all executive officers and directors as a group) are not
considered outstanding for purposes of computing the percentage of
outstanding Class A Common Stock owned by any other person.
(2) The address of Mr. Roach is Route 2 - Kennedy Avenue, Guaynabo, Puerto
Rico 00657. Beneficial ownership of Class A Common Stock includes
3,000,000 shares of Class A Common Stock issuable upon conversion of
the same number of shares of Class B Common Stock on a share for share
basis and 1,185,000 shares of Class A Common Stock subject to
outstanding options.
(3) Includes shares of Class A Common Stock subject to options as follows:
for Ellena M. Byrne, 181,250; for Timothy J. Roach, 620,000; for Gustav
V.R. Born, 37,500; for Joseph C. Hogan, 40,000; for William G.
Sharwell, 45,000; for Emer Leahy, 65,000; and for Josef C. Schoell,
125,000 shares.
(4) Includes 115,000 shares owned by Ms. Byrne's son and 21,250 shares
subject to options held by her husband. The inclusion of these amounts
should not be construed as an admission that Ms. Byrne is the
beneficial owner of these shares.
(5) Includes 3,000,000 shares of Class A Common Stock issuable upon
conversion of the same number of shares of Class B Common Stock and
2,442,500 shares of Class A Common Stock subject to outstanding
options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 4, 1998, October 1, 1998 and October 6, 1998, Alfred J. Roach
purchased directly from the Company 50,000, 500,000 and 724,500 shares,
respectively, of the Company's Class B Common Stock for $81,250 ($1.6250 per
share), $203,125 ($0.4063 per share) and $181,125 ($0.25 per share),
respectively, the closing bid prices of the Company's Class A Common Stock (into
which the Company's Class B Common Stock is convertible on a share-for-share
basis) on The Nasdaq Stock Market's National Market on the respective dates. On
October 28, 1998 and March 8, 1999, Mr. Roach purchased directly from the
Company 4,000,000 and 440,000 shares, respectively, of the Company's Class A
Common Stock for $1,000,000 ($0.25 per share) and $440,000 ($1.1250 per share),
respectively.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
AMERICAN BIOGENETIC SCIENCES, INC.
Dated: April 30, 1999 By: /s/ Josef C. Schoell
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Josef C. Schoell
Vice President-Finance
(Principal Financial and Accounting Officer)
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