SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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X ANNUAL REPORT
----- FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
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TRANSITION REPORT
----- FOR THE TRANSITION PERIOD FROM ____ TO ____
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OSTEX INTERNATIONAL, INC.
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
0-25250
COMMISSION FILE NUMBER
STATE OF WASHINGTON
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
91-1450247
I.R.S. EMPLOYER IDENTIFICATION NUMBER
2203 AIRPORT WAY SOUTH, SUITE 400, SEATTLE, WASHINGTON 98134
206-292-8082
ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
Securities registered pursuant to Section 12(b) of the Act:
(none) (none)
Title of Class Each Exchange on Which Registered
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
Title of Class
Indicate by checkmark 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
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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
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This amendment is filed to correct portions of the Exhibit Index and redactions
in exhibits 10.4A, 10.4B, 10.15A, and 10.15B.
(C) EXHIBIT INDEX (7)
Exhibit
Number Description
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3.1 Articles of Incorporation, as amended, dated January 1997.
(1)3.2 Bylaws, as amended
(1)4.1 Specimen Common Stock Certificate
Stock Purchase Agreements ("Terms and Provisions" included
in Exhibit 3.1)
(1)4.2A Series A Stock Purchase Agreement dated September 1989
(1)4.2B Series B Stock Purchase Agreement dated June 1992
(1)4.2C Series C Stock Purchase Agreement dated August 1993
(1)4.3 Form of CS First Boston Corporation Warrant
(1)4.4 Form of Invemed Associates, Inc. Warrant
(2)4.5 Shareholder Rights Agreement dated January 21, 1997
(1)10.1A Amended and Restated Stock Option Plan
(1)10.1B Form of Employee Stock Option Agreement
(1)10.1C Form of Director's Stock Option Agreement
(1)10.2 Directors' Nonqualified Stock Option Plan
(1)10.3 1994 Stock Option Plan
Agreements with Hologic, Inc.
(3)10.4A Co-Promotion and Sales Representation Agreement dated
January 14, 1997
(3)10.4B Joint Development, License and Supply Agreement dated
January 14, 1997
(1)10.5 Form of Indemnification Agreement with officers and
directors
(1)10.6 Form of Employee Confidentiality and Invention Agreement
Agreements with H. Raymond Cairncross
(1)10.7A Employment Agreement dated April 15, 1994
(1)10.7B Stock Option Agreements dated June 6, 1991, July 1, 1993,
July 1, 1994, April 15, 1994
(1)10.9 Asset Purchase and Sale Agreement dated May 31, 1994 with
Hybrilogic Corporation
(1)10.10 Cooperation Agreement dated August 11, 1993 with
Merck & Co., Inc.
Agreements with Mochida Pharmaceutical Co., Inc.
(1)10.12A Research and Development Agreement dated August 1992
(1)10.12B Osteomark License Agreement Dated August 1992
(1)10.12C Stock Purchase Agreement dated November 22, 1994
Agreements with The Washington Research Foundation
(1)10.13A Restated Exclusive License Agreement effective June 19,
1992 (Urinary Assay for Measuring Bone Resorption)
(1)10.13B Amendment to Restated Exclusive License Agreement effective
January 1, 1993
(1)10.13C Second Amendment effective June 2, 1994
(1)10.14 Exclusive License Agreement dated February 10, 1994 (O-CSF)
Exhibit
Number Description
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Agreements with the University of Washington
(3)10.15A Research Agreement dated July 1, 1996 (Molecular Markers of
Connective Tissue Degradation)
(3)10.15B Research Agreement dated October 1, 1996 (Role of O-CSF in
Osteoclast Regulation)
(1)10.16A Know-How Transfer and Consulting Agreement dated
September 18, 1989 with David R. Eyre, Ph.D.
(1)10.16B Extension and Amendment dated May 1, 1992
(1)10.17 Amended and Restated Know-How Transfer and Consulting
Agreement dated February 22, 1993 with Minako Y. Lee, M.D.
(1)10.19 Osteomark EIA Exclusive Distribution License Agreement dated
March 28, 1994 with Technogenetics S.R.L. (division of
Recordati Pharmaceutical)
(1)10.20 Osteomark EIA Distribution License Agreement dated July 12,
1994 with BRAHMS Diagnostic (formerly Henning Berlin GMBH)
(1)10.21 Osteomark EIA Exclusive Distribution License Agreement dated
May 4, 1994 with Shield Diagnostics (Limited)
(1)10.22 Osteomark EIA Exclusive Distribution License Agreement dated
July 1, 1994 with DSL Diagnostic Products, Inc.
(dba INTER Medico)
(1)10.23 Osteomark Agreement dated February 12, 1993, as amended
May 10, 1994, with Nichols Institute Reference Laboratory
(1)10.24 Osteomark EIA Exclusive Distribution License Agreement dated
September 1, 1994 with Immuno Diagnostics
(1)10.25 License Agreement dated July 8, 1994 with Endrocrine
Sciences
(1)10.26 License Agreement dated August 1994 with Pacific Biometrics,
Inc.
Lease Agreements
(4)10.27A Lease Agreement dated October 2, 1995, with David A. Sabey
and Sandra L. Sabey
10.27B First Amendment of Lease dated October 15, 1996, with the
City of Seattle, successor-in-interest to David A. Sabey
and Sandra L. Sabey
Agreements with Johnson & Johnson Clinical Diagnostics, Inc.
(5)10.28A Distribution Agreement dated June 7, 1995
(5)10.28B Research, Development, License and Supply Agreement dated
June 7, 1995
(4)10.29 Clinical Laboratory Services License and Supply Agreement
dated October 25, 1995, with SmithKline Beecham Clinical
Laboratories, Inc.
Exhibit
Number Description
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(4)10.30 Promotion Agreement dated September 20, 1995 with
Wyeth-Ayerst Laboratories
(6)10.31 Agreement with Laboratory Corporation of American Holdings
(LabCorp), dated January 11, 1996
13.0 Annual Report to stockholders for the year-ended
December 31, 1996
27.1 Financial Data Schedule
Notes to the Exhibits.
(1) Incorporated herein by reference from Item 16(a) of Registrant's Form S-1
Registration Statement as declared effective January 24, 1995 (No. 33-86118).
(2) Incorporated herein by reference from Form 8-A filed with the S.E.C.
in January 1997.
(3) Confidential treatment requested. Exhibit omits information that has
been filed separately with the Securities and Exchange Commission.
(4) Incorporated herein by reference from Form 10-K filed with the S.E.C
for the year ended December 31,1995.
(5) Incorporated herein by reference from Form 10-Q filed with the S.E.C
for the quarter ended June 30, 1995.
(6) Incorporated herein by reference from Form 10-Q filed with the S.E.C.
for the quarter ended March 31, 1996.
(7) Copies of exhibits may be obtained at prescribed rates from the Public
Reference Section of the Securities and Exchange Commission at 450 5th Street
NW, Room 1024, Washington, D.C., 20549.
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.
OSTEX INTERNATIONAL, INC.
By /S/ THOMAS A. BOLOGNA
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Thomas A. Bologna
President, Chief Executive Officer
and Member of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE CAPACITIES DATE
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/S/ THOMAS A. BOLOGNA President, Chief Executive Officer
- ------------------------- and Member of the Board of Directors October 16, 1997
Thomas A. Bologna (principal executive officer)
/S/ Robert M. Littauer Senior Vice President, October 16, 1997
- ------------------------- Finance and Administration
Robert M. Littauer (principal financial and
principal accounting officer)