UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1997
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number: 0-25544
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Miravant Medical Technologies
7408 Hollister Avenue, Santa Barbara, California 93117
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Miravant
Medical Technologies as Plan Administrator has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized.
Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
By: /s/ John M. Philpott
--------------------------
John M. Philpott
Chief Financial Officer
Dated: June 29, 1998
Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
July 1, 1997 (Inception) to December 31, 1997
Plan Financial Statements (Unaudited):
Statement of Net Assets Available for Benefits as of December 31, 1997.................................3
Statement of Changes in Net Assets Available for Benefits for the Period
from July 1, 1997 (Inception) to December 31, 1997..................................................4
Notes to Financial Statements..........................................................................5
Supplemental Schedules:
Item 27 (a) - Schedule of Assets Held for Investment Purposes..........................................8
Item 27 (d) - Schedule of Reportable Transactions......................................................9
Miravant Medical Technologies
401(k)-Employee Stock Ownership Plan
Statement of Net Assets Available for Benefits
December 31, 1997
(Unaudited)
Assets:
Short-term investments.................................................... $ 1,870
Employer contribution receivable.......................................... 6,880
Miravant Medical Technologies common stock at fair value.................. 28,840
---------------------
Total assets................................................................. $ 37,590
Liabilities:
Unsettled trade........................................................... $ 1,930
---------------------
Total liabilities............................................................ $ 1,930
Net assets available for benefits............................................ $ 35,660
=====================
See accompanying notes.
Miravant Medical Technologies
401(k)-Employee Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits
Period from July 1, 1997 (Inception) to December 31, 1997
(Unaudited)
Additions to net assets attributed to:
Participant contributions.................................................. $ 26,000
Employer matching contributions............................................ 13,480
Investment income:
Net unrealized depreciation in fair value of investments................. (3,820)
-----------------------
Total additions.............................................................. 35,660
Net assets available for benefits............................................ $ 35,660
=======================
See accompanying notes.
Miravant Medical Technologies
Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
Notes to Financial Statements
December 31, 1997
1. Plan Description
The Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan (the
"Plan") was established to assist eligible employees of Miravant Medical
Technologies (the "Company") to acquire and accumulate shares of common
stock of the Company through payroll deductions. The following plan
description provides only summary information, reference should be made to
the plan document for more complete information.
Substantially all employees of the Company having at least three months of
employment with the Company (as defined in the Plan document) are eligible
to participate in the Plan. The Plan provides that participants may elect
to contribute from 1% to 6% of their compensation up to the maximum limits
permitted by the Internal Revenue Code (the "Code"). The Code also places
limits on the total amount which can be added to any employee's accounts
for a given year which apply in aggregate to all retirement plans sponsored
by the Company.
Under the provisions of the Plan, participant contributions are invested by
the trustee in the Company's common stock no later than the close of the
third business day following the receipt of the participants contributions
from the Company. Upon receipt of the participant contributions, but prior
to the investment in the Company's common stock, the funds are temporarily
invested by the trustee in short-term investments or U.S. Treasury
obligations.
Participants in the Plan become eligible for a discretionary Company
matching contribution immediately upon enrolling in the Plan. All matching
contributions are invested in the Company's common stock and the matching
contribution percentage for each plan year is determined by the Company's
Board of Directors prior to the start of the Plan year. The Company's
matching contributions are made on a quarterly basis, and may be in the
form of cash, shares of the Company's common stock, any other assets or any
combination thereof. For the period from July 1, 1997 (Inception) to
December 31, 1997 the Board of Directors directed the Company to contribute
half of the amounts contributed by the participants. The amounts
contributed by the Company during 1997 were made in the form of the
Company's common stock. The employer's matching contribution is calculated
using the closing market price on the last business day of each quarter.
Participants become fully vested in the portion of the Company's matching
contributions allocated to their accounts if employed by the Company upon
the following: a) retirement ( on or after the age of 59 1/2),
b) permanent disability, c) death, or d) after a designated time period
according to thefollowing vesting schedule:
Years of Service Vested Percentage
---------------- -----------------
Less than two years 0%
Two years 10%
Three years 30%
Four years 60%
Five or more years 100%
If a participant leaves the Company prior to retirement, the portion of his
or her matching account which is not vested will be forfeited. Forfeitures
are divided among the accounts of the remaining participants in accordance
with specific conditions defined in the Plan. The Plan also contains a
rehire provision whereby if a participant leaves the Company and is rehired
before being separated from service for five years, the forfeited portion
of the participants account will be restored.
Common stock, plus cash for any partial share credited to a participant's
account, will be distributed to the participant (or the participant's
designated beneficiary or estate) in full, no later than 60 days after the
end of the Plan year during which a participant becomes eligible for a
distribution due to permanent disability, death, retirement, or termination
of employment. Prior to termination of employment, shares can be
distributed to a participant upon attaining age 59 1/2 while still an
employee or for emergencies at the discretion of the Stock Purchase Plan
Committee, as provided in the Plan document.
The Plan's assets, which consist principally of the Company's common stock,
are held in safekeeping for custodial purposes by an independent trustee.
Contributions are managed by the trustee, which invests cash received and
interest, and makes distributions to participants. Certain administrative
functions are performed by officers or employees of the Company. No such
officer or employee receives compensation from the Plan.
The Company currently expects to continue the Plan indefinitely and to
continue to make contributions under the Plan. However, there is no
contractual commitment requiring the Company to continue to make these
contributions to the Plan. The Company's Board of Directors has the right
to alter or terminate the Plan at any time and for any reason, subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). In the event of Plan termination, participants will become 100
percent vested in their accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and the accompanying notes. Actual results could differ from those
estimates and such differences may be material to the financial statements.
Participant Contributions
Contributions are recorded when the Company makes payroll deductions from
the Plan participants.
Participant Withdrawals
Participant withdrawals and payments made to terminated participants are
recorded on the date distributions are made.
Stock Purchases
Stock purchases are made by the Plan's Trustee on the close of the third
business day following receipt of the participant contributions from the
Company.
Investment Valuation
The Plan's investments are stated at fair value. The closing market share
price as of December 31 is used to value shares of the Company's common
stock.
Plan Expenses
All of the plan expenses are paid for by the Company.
3. Income Tax Status
The Company has submitted a request for but has not yet received a
favorable determination letter from the Internal Revenue Service. The Plan
Administrator believes the Plan to be a qualified trust under Section
401(a) of the Code and, thus, is exempt from federal income taxes under
Section 501(a) of the Code as of December 31, 1997. The Plan is required to
operate in conformity with the Code and maintain its qualifications. The
Plan Administrator is not aware of any events which would cause the Plan to
become disqualified.
4. Administrative Expenses
Certain administrative functions are performed by officers or employees of
the Company. No officers or employees receive compensation from the Plan.
All expenses associated with establishment, operation and administration of
the Plan are paid by the Company.
5. Party-In-Interest Transactions
The Company and the trustee are parties-in-interest with respect to the
Plan under the provisions of ERISA. The records of the Plan indicate no
party-in-interest transactions which are prohibited by ERISA Section 406
and for which no statutory or administrative exemption exists.
6. Year 2000 Issue
The record keeping and trustee function of the Plan are performed by a
third-party service provider. In addition, the Company's payroll function
which supplies data in support of these functions is also performed by a
third-party service provider. These service providers have been actively
addressing the impact of the Year 2000 Issue on their ability to continue
to provide their services to the Company and are implementing any
corrective actions necessary to insure that their systems will function
properly with respect to dates in the Year 2000, and, thereafter. The
Company does not believe, based on indications from these third-party
service providers, that the Year 2000 Issue will pose significant
operational or record keeping problems for the Plan.
Miravant Medical Technologies
Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes*
December 31, 1997
Identity of Issuer Description of Investment Cost Fair Market Value
- ----------------------------------------- ---------------------------------- -------------- -------------------
Miravant Medical Technologies** Common Stock (721 shares) $ 32,670 $ 28,840
* Under ERISA, an asset held for investment purposes is any asset held by the
Plan on the last day of the Plan's fiscal year or acquired at any time during
the Plan's fiscal year and disposed of at any time before the last day of the
Plan's fiscal year, with certain exceptions.
** Party-In-Interest
Miravant Medical Technologies
Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
Item 27(d)-Schedule of Reportable Transactions*
July 1, 1997 (Inception) to December 31, 1997
Current Value of
Identity of Party Purchase Selling Cost of Asset on Transaction
Involved Description of Assets Price Price Asset Date
- ----------------------- -------------------------------- ------------- ----------- ----------- ---------------------
Miravant Medical
Technologies** Common Stock
(13 Purchase Transactions) $ 26,000 $ 26,000 $ 26,000
Sanwa Bank** Short-term investments
(8 Purchase Transactions) $ 10,470 $ 10,470 $ 10,470
(5 Sales Transactions) $ 8,600 $ 8,600 $ 8,600
U.S. Treasury U.S. Treasury
(9 Purchase Transactions) $ 15,400 $ 15,400 $ 15,400
(9 Sales Transactions) $ 15,400 $ 15,400 $ 15,400
* Transactions in excess of five percent of the current value of the Plan's
assets as of July 1, 1997, as defined in Section 2520.103-6 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA.
** Party-In-Interest