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FORM 10-K/A NO.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended September 30, 1997 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 0-15190
OSI Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 13-3159796
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
106 Charles Lindbergh Blvd., Uniondale, N.Y. 11553
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 222-0023
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which registered
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $.01 per share
(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. / /
As of November 28, 1997, the aggregate market value of the Registrant's voting
stock held by non-affiliates was $133,215,769. For purposes of this calculation,
shares of Common Stock held by directors, officers and stockholders whose
ownership exceeds five percent of the Common Stock outstanding at November 28,
1997 were excluded. Exclusion of shares held by any person should not be
construed to indicate that such person possesses the power, direct or indirect,
to direct or cause the direction of the management or policies of the
Registrant, or that such person is controlled by or under common control with
the Registrant.
As of November 28, 1997, there were 22,263,969 shares of the Registrant's $.01
par value common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for its 1998
annual meeting of stockholders are incorporated by reference into Part III.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
OSI PHARMACEUTICALS, INC.
By: /s/ Robert L. Van Nostrand
--------------------------
Robert L. Van Nostrand
Chief Financial Officer
Date: April 9, 1998
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INDEX TO EXHIBITS
Exhibits
3.1 Certificate of Incorporation, as amended (1)
3.2 Bylaws, as amended (1)
10.1 1985 Stock Option Plan (filed as an exhibit to the Company's
registration statement on Form S-1 (file no. 33-3148) and
incorporated herein by reference)
10.2 1989 Incentive and Non-Qualified Stock Option Plan (filed as an
exhibit to the Company's registration statement on Form S-8 (file
no. 33-38443) and incorporated herein by reference)
10.3 1993 Incentive and Non-Qualified Stock Option Plan, as amended
(filed as an exhibit to the Company's registration statement on
Form S-8 (file no. 33-64713) and incorporated herein by
reference)
10.4 Stock Purchase Plan for Non-Employee Directors (filed as an
exhibit to the Company's registration statement on Form S-8 (file
no. 333-06861) and incorporated herein by reference)
10.5 1995 Employee Stock Purchase Plan (filed as an exhibit to the
Company's registration statement on Form S-8 (file no. 333-06861)
and incorporated herein by reference)
10.6 1997 Incentive and Non-Qualified Stock Option Plan (filed as an
exhibit to the Company's registration statement on Form S-8 (file
no. 333-39509) and incorporated herein by reference)
10.7+ Collaborative Research Agreement dated April 1, 1996 between the
Company and Pfizer Inc. (2)
10.8+ License Agreement dated April 1, 1996 between the Company and
Pfizer Inc. (2)
10.9+ Stockholders' Agreement dated April 23, 1996 among Anaderm
Research Corp., the Company, Pfizer Inc., New York University and
certain individuals (2)
10.10+ Collaborative Research Agreement dated April 23,1996 amount the
Company, Pfizer Inc. and Anaderm Research Corp. (2)
10.11 Registration Rights Agreement dated April 11, 1996 among the
Company and the former stockholders of MYCOsearch, Inc. and their
designees (2)
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10.12 Form of Warrants issued by the Company to the former stockholders
of MYCOsearch, Inc. and their designees covering an aggregate of
100,000 shares of common stock (2)
10.13 Employment Agreement dated April 11, 1996 between the Company and
Dr. Barry Katz (2)
10.14+ Collaborative Research Agreement dated as of December 31, 1991
between the Company and American Home Products Corporation (3)
10.15+ Amendatory Agreement dated as of December 31, 1993 between the
Company and American Home Products Corporation (3)
10.16** Common Stock Purchase Warrant granted to Marion Merrell Dow, Inc.
dated December 11, 1992
10.17 Collaborative Agreement dated as of April 19, 1995 between the
Company and Novartis Pharma AG (4)
10.18 Letter Agreement dated as of April 19, 1995 between the Company
and Novartis Pharma AG (4)
10.19 Registration Rights Agreement dated as of April 19, 1995 between
the Company and Novartis Pharma AG (4)
10.20 Asset Purchase Agreement dated June 26, 1995 among the Company,
Calbiochem-Novabiochem International, Inc. and
Calbiochem-Novabiochem Corporation (5)
10.21 New Product License Right of First Refusal Agreement dated August
2, 1995 between the Company and Calbiochem-Novabiochem
Corporation (5)
10.22 Employment Agreement dated as of February 9, 1990 between the
Company and Gary E. Frashier (6)
10.23 Form of Employment Agreement dated as of August 27, 1991, which
is substantially identical in all material respects to the
Employment Agreement dated as of April 28, 1993 between the
Company and Colin Goddard, Ph.D. (6)
10.24+ Agreement dated September 27, 1996 between the Company and Becton,
Dickinson and Company (6)
10.25+ Collaborative Research and License Agreement dated as of January
1, 1997 between the Company and Bayer Corporation (7)
10.26+ Collaborative Research, Development and Commercialization
Agreement dated as of May 1, 1996 between the Company and BioChem
Pharma (International) Inc. (7)
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10.27+ EPO Collaborative Research and License Agreement dated as of
January 1, 1997 between the Company and Hoechst Marion Roussel,
Inc. (8)
10.28+ Collaborative Research, Development and License Agreement dated as
of February 12, 1997 by and among the Company, Sankyo Company,
Ltd., and MRC Collaborative Center (8)
10.29+ Collaborative Research, Development and Commercialization
Agreement dated as of March 7, 1997
between the Company and Sepracor, Inc. (8)
10.30+ License Agreement dated as of March 18, 1997 between the Company
and The Dow Chemical Company (8)
10.31 Amended and Restated Collaborative Research and License Agreement
effective as of April 1, 1997 by and among the Company, Hoechst
Marion Roussel, Inc. and Hoechst Aktiengesellschaft (9)
10.32**+ Stock Subscription Agreement dated as of July 17, 1997 by and
between the Company and Helicon Therapeutics, Inc.
10.33*+ License and Services Agreement dated as of July 17, 1997 by and
between the Company and Helicon Therapeutics, Inc.
10.34*+ Stockholders' Agreement dated as of July 17, 1997 by and among
Helicon Therapeutics, Inc. and certain stockholders of Helicon
Therapeutics, Inc.
10.35*+ Convertible Preferred Stock Purchase Agreement dated as of July
17, 1997 by and among Helicon Therapeutics, Inc., the Company,
Hoffman-La Roche, Inc. and Cold Spring Harbor Laboratory.
10.36**+ Collaborative Research and License Agreement effective as of July
1, 1997 by and between Hoffman-La Roche, Inc. and Helicon
Therapeutics, Inc.
21** Subsidiaries of the Company
23** Consent of KPMG Peat Marwick, LLP, independent public accountants
27** Financial Data Schedule
99** Additional Exhibits: Risk Factors
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* Filed herewith.
** Previously filed.
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+ Portions of this exhibit have been redacted and are subject to a
confidential treatment request filed with the Secretary of the
Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
(1) Filed as an exhibit to the Company's registration statement on Form S-3
(file no. 333-937) and incorporated herein by reference.
(2) Filed as an exhibit to the Company's quarterly report on Form 10-Q for
the fiscal quarter ended March 31, 1996, as amended, and incorporated
herein by reference.
(3) Filed as an exhibit to the Company's quarterly report on Form 10-Q for
the fiscal quarter ended December 31, 1995, as amended, and
incorporated herein by reference.
(4) Filed as an exhibit to the Company's annual report on Form 10-K for the
fiscal year ended September 30, 1995, as amended, and incorporated
herein by reference.
(5) Filed as an exhibit to the Company's current report on Form 8-K dated
August 2, 1995 and incorporated herein by reference.
(6) Filed as an exhibit to the Company's annual report on Form 10-K for the
fiscal year ended September 30, 1996 and incorporated herein by
reference.
(7) Filed as an exhibit to the Company's quarterly report on Form 10-Q for
the fiscal quarter ended December 31, 1996 and incorporated herein by
reference.
(8) Filed as an exhibit to the Company's quarterly report on Form 10-Q for
the fiscal quarter ended March 31, 1997 and incorporated herein by
reference.
(9) Filed as an exhibit to the Company's quarterly report on Form 10-Q for
the fiscal quarter ended June 30, 1997 and incorporated herein by
reference.
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