SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 10-K/A AMENDMENT NO. 2 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 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 0-19410 Sepracor Inc. ------------- (Exact Name of Registrant as Specified in its Charter) Delaware 22-2536587 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization Identification No.) 111 Locke Drive, Marlborough, Massachusetts 01752 - ------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (508) 481-6700 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value ---------------------------- (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 the Form 10-K. [ ] The aggregate market value of voting Common Stock held by nonaffiliates of the registrant was approximately $4,061,988,000 based on the last reported sale price of the Common Stock on the Nasdaq consolidated transaction reporting system on March 15, 1999. Number of shares outstanding of the registrant's class of Common Stock as of March 15, 1999: 32,739,935 shares. DOCUMENTS INCORPORATED BY REFERENCE 1998 Annual Report to Stockholders - Part II Proxy Statement for the 1999 Annual Meeting of Stockholders - Part III PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The following documents are included or incorporated by reference from the 1998 Annual Report. 1. The following financial statements (and related notes) of the Company are incorporated by reference from the 1998 Annual Report: Page* ----- Report of Independent Accountants 30* Consolidated Balance Sheets at December 31, 1998 and 1997 31* -1- Consolidated Statements of Operations for the Years Ended December 31, 1998, 1997 and 1996 32* Consolidated Statements of Stockholders' Equity and Comprehensive Income for the Years Ended December 31, 1998, 1997 and 1996 33* Consolidated Statements of Cash Flows for the Years Ended December 31, 1998, 1997 and 1996 34* Notes to the Consolidated Financial Statements 35* ----------- * Refers to page number of the 1998 Annual Report. The financial statements (and related notes) are incorporated by reference from the 1998 Annual Report. 2. The schedule listed below and the Report of Independent Accountants on financial statement schedule are filed as part of this Annual Report on Form 10-K: Report of Independent Accountants on Financial Statement Schedule S-1 Report of Independent Accountants on Financial Statement Schedule S-2 Schedule II -- Valuation and Qualifying Accounts S-3 All other schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements or the related notes. 3. The Exhibits listed in the Exhibit Index immediately preceding the Exhibits filed as a part of this Annual Report on Form 10-K. (b) The following current reports on Form 8-K were filed by the Company during the last quarter of the year ended December 31, 1998. (1) Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 5, 1998 relating to the call for redemption of the Company's 7% Convertible Subordinated Debentures due 2002. -2- (2) Current Report on Form 8-K filed with the SEC on December 10, 1998, relating to the signing of a licensing agreement with Eli Lilly and Company. (3) Current Report on Form 8-K filed with the SEC on December 17, 1998, relating to the pricing of the Company's 7% Convertible Subordinated Debentures due 2005. The following trademarks are mentioned in this Annual Report on Form 10-K: Sepracor, ICE and Xopenex are trademarks of Sepracor. BioSepra, HyperD, HyperDiffusion and UpScale Process are trademarks of BioSepra. HemaSure and LeukoNet are trademarks of HemaSure. This Annual Report on Form 10-K also contains trademarks of other companies. -3- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. SEPRACOR INC. By: /s/ Timothy J. Barberich ------------------------------------- Timothy J. Barberich President and Chief Executive Officer Date: June 13, 2000 Exhibit Index ------------- Exhibit No. Description ----------- ----------- 3.1(7) -- Restated Certificate of Incorporation of the Registrant, as amended. 3.2(1) -- Amended and Restated By-Laws of the Registrant. 4.1(1) -- Specimen Certificate for shares of Common Stock, $.10 par value, of the Registrant. 4.2(5) -- Form of 6 1/4% Convertible Subordinated Debenture due 2005. 4.3(5) -- Global 6 1/4% Convertible Subordinated Debenture payable to Cede & Co. due 2005. 4.4** -- Global 7% Convertible Subordinated Debenture payable to Cede & Co. due 2005. 10.1(1) -- Second Amended and Restated Registration Rights Agreement dated as of June 28, 1991, by and among the Registrant and the persons listed on Schedule I thereto. (*)10.2** -- The Registrant's 1991 Restated Stock Option Plan, as amended and restated. (*)10.3** -- The Registrant's 1991 Director Stock Option Plan, as amended and restated. (*)10.4(4) -- The Registrant's 1996 Employee Stock Purchase Plan, as amended and restated. (*)10.5(5) -- The Registrant's 1997 Stock Option Plan. (*)10.6** -- The Registrant's 1998 Employee Stock Purchase Plan. Exhibit No. Description ----------- ----------- 10.7(3) -- Lease as to Marlboro Industrial Park, dated December 12, 1995, between Valerie A. Colbert, Trustee of Second Marlboro Development Trust under Declaration of Trust dated September 15, 1972, and the Registrant (the "Marlboro Lease"). 10.8(5) -- First Amendment to Marlboro Lease, dated February 1, 1997, and Second Amendment to Marlboro Lease, dated July 1, 1997. 10.9** -- Stock Purchase Agreement dated June 1, 1993, between the Registrant and Marion Merrill Dow. 10.10** -- Technology Transfer and License Agreement dated as of January 1, 1994, between the Registrant and BioSepra Inc. 10.11** -- Technology Transfer and License Agreement dated as of January 1, 1994, between the Registrant and HemaSure Inc. 10.12** -- Technology Transfer and License Agreement, effective January 1, 1995, between the Registrant and SepraChem Inc. 10.13** -- Series A Convertible Preferred Stock Purchase Agreement, dated September 30, 1994, by and among the Registrant and OFD Partners, L.P. (*)10.14(2) -- Letter Agreement, dated September 30, 1993, between the Company and David S. Barlow. (*)10.15(2) -- Letter Agreement, dated June 10, 1994, between the Registrant and David Southwell. (*)10.16(4) -- Letter Agreement, dated February 23, 1996, between the Registrant and Paul D. Rubin. Exhibit No. Description ----------- ----------- (*)10.17(4) -- Letter Agreement, dated February 23, 1995, between the Registrant and Robert F. Scumaci. (*)10.18(4) -- Consulting Agreement between the Registrant and Mr. Steigrod, dated September 1, 1996. (*)10.19(5) -- Consulting Agreement Amendment, dated as of January 1, 1997, between the Registrant and Alan A. Steigrod. (*)10.20(5) -- Consulting Agreement between the Registrant and Digby W. Barrios, dated October 1, 1995. 10.21(5) -- Promissory Note from David Barlow to the Registrant, dated July 1, 1997 to December 31, 1997, and Letter Extension from the Registrant dated December 18, 1997. 10.22(5) -- Promissory Note from Paul D. Rubin to the Registrant, dated January 22, 1998. 10.23(2) -- Series B Preferred Stock Purchase Agreement dated March 14, 1995, between the Registrant and Beckman Instruments, Inc. 10.24(2) -- Intellectual Property Security Agreement by and between Fleet Bank of Massachusetts, N.A. and the Registrant, dated December 28, 1994. 10.25(4) -- Confirmation of and Amendment to Intellectual Property Security Agreement between Fleet National Bank and the Registrant, dated February 1997. 10.26(4) -- Deposit Pledge Agreement, dated December 31, 1996, between the Registrant and Fleet National Bank. Exhibit No. Description ----------- ----------- 10.27(5) -- Put Agreement, dated as of December 30, 1997, between the Registrant and Fleet National Bank. 10.28(4) -- Amended and Restated Revolving Credit and Security Agreement among Fleet National Bank, the Registrant and Sepracor Securities Corporation, dated December 31, 1996. 10.29(4) -- Amended and Restated Promissory Note, dated December 31, 1996, between the Registrant, Sepracor Securities Corporation and Fleet National Bank. 10.30(4) -- Guaranty Agreement, dated December 31, 1996, between the Registrant and Fleet National Bank for BioSepra Inc. 10.31(5)+ -- Agreement, dated as of December 5, 1997, by and between the Registrant and Schering-Plough Ltd. 10.32(5)+ -- License Agreement, dated January 30, 1998, by and between the Registrant and Janssen Pharmaceutica N.V. 10.33(6)+ -- Norcisapride Development and License Agreement, dated as of July 20, 1998, between Janssen Pharmaceutica N.V. and the Registrant. 10.34+ -- Exclusive License Agreement by and between Eli Lilly and Company and the Registrant 10.35(5) -- Indenture, dated as of February 10, 1998, between the Registrant and The Chase Manhattan Bank, as trustee, relating to the 6 1/4% Convertible Subordinated Debentures due 2005. Exhibit No. Description ----------- ----------- 10.36(5) -- Registration Rights Agreement, dated as of February 5, 1998, by and among the Registrant, Morgan Stanley & Co. Incorporated, Lehman Brothers Inc., Smith Barney Inc. and Vector Securities International, Inc. 10.37** -- Indenture, dated as of December 15, 1998, between the Registrant and The Chase Manhattan Bank, as trustee, relating to the 7% Convertible Subordinated Debentures due 2005 10.38** -- Registration Rights Agreement, dated as of December 10, 1998, by and among the Registrant, Morgan Stanley & Co. Incorporated and Salomon Smith Barney, Inc. 13** -- 1998 Annual Report to Stockholders (which shall be deemed filed only with respect to those portions specifically incorporated by reference herein). 21** -- Subsidiaries of the Company. 23.1** -- Consent of PricewaterhouseCoopers LLP. 23.2** -- Consent of Arthur Andersen LLP. 27** -- Financial Data Schedule. 99** -- Report of Arthur Andersen LLP. - ---------- (*) Management contract or compensatory plan or arrangement filed as an exhibit to this Form pursuant to Item 14(c) of Form 10-K. (**) Previously filed. (+) Confidential treatment granted as to certain portions. (1) Incorporated herein by reference from the Registrant's Registration Statement on Form S-1 (File No. 33-41653). (2) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. (3) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. (4) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. (5) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. (6) Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. (7) Incorporated by reference from the Registrant's Registration Statement on Form S-8, filed on July 6, 1998, relating to the 1991 Director Stock Option Plan.