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FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(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, 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 0-15190
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 30, 1998, the aggregate market value of the Registrant's
voting stock held by non-affiliates was $58,502,216. 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
30, 1998 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 30, 1998, there were 21,410,995 shares of the Registrant's
Common Stock, par value $.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for its 1999 annual
meeting of stockholders are incorporated by reference into Part III of this Form
10-K.
This Form 10-K/A is being filed to amend the number of shares of the
Registrant's Common Stock outstanding as of November 30, 1998 as presented on
the cover page of the annual report on Form 10-K of OSI Pharmaceuticals, Inc.
for the fiscal year ended September 30, 1998, which was filed with the
Securities and Exchange Commission on December 23, 1998 (the "Form 10-K"). The
number of shares in the Form 10-K included treasury stock. This amendment
corrects the number of shares by subtracting treasury stock, equal to 897,838
shares, from the total number of shares outstanding as of November 30, 1998.
This Form 10-K/A is also being filed to amend an incorrect reference to the
Notes to the Consolidated Financial Statements in footnote (a) of Item 6,
"Selected Consolidated Financial Data."
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data with
respect to the Company for each of the years in the five-year period ended
September 30, 1998. The information set forth below should be read in
conjunction with the consolidated financial statements and notes thereto
included elsewhere in this report.
YEARS ENDED SEPTEMBER 30,
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1998(a) 1997(b) 1996(c) 1995(d) 1994(e)
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Statement of Operations
Data:
Revenues................. $ 19,468,337 $ 14,777,323 $ 9,718,437 $15,864,999 $16,299,489
Expenses:
Research and
development......... 20,350,063 16,896,617 13,918,968 13,523,043 12,125,210
Production and service
costs............... 955,464 635,768 134,529 1,252,990 1,427,981
Selling, general and
administrative...... 8,076,662 7,424,265 6,314,697 7,140,208 7,487,090
Amortization of
intangibles......... 1,460,740 1,460,748 1,452,755 1,696,561 1,745,163
Loss from operations..... (11,374,592) (11,640,075) (12,102,512) (7,747,803) (6,485,955)
Other income, net........ 1,190,124 2,053,838 2,160,377 768,744 762,031
Gain on sale of Research
Products Business...... -- -- -- 2,720,389 --
Net loss................. (10,184,468) (9,586,237) (9,942,135) (4,258,670) (5,723,924)
Basic loss per share..... (0.48) (0.44) (0.50) (0.25) (0.35)
Weighted average number
of shares of common
stock outstanding...... 21,372,655 21,604,344 19,712,274 16,757,370 16,335,000
SEPTEMBER 30,
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1998 1997 1996 1995 1994
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Balance Sheet Data:
Cash and short-term
investments............ $ 24,418,281 $ 31,834,669 $ 47,542,745 $26,786,566 $18,157,891
Accounts receivable...... 1,720,737 1,215,672 2,031,950 1,320,015 3,032,839
Working capital.......... 22,268,346 29,612,616 47,181,407 26,127,781 21,208,145
Total assets............. 50,417,980 59,585,565 73,537,054 44,057,421 42,040,900
Stockholders' equity..... 43,059,246 52,944,868 68,286,959 40,549,636 38,656,314
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(a) During fiscal 1998, the Company entered into collaborative agreements with
Fujirebio and Vanderbilt, expanded its co-venture agreement with Anaderm,
and entered into a license agreement with Aurora (See Notes 2, 5(c), 5(d),
and 5(n) to the Consolidated Financial Statements).
(b) During fiscal 1997, the Company entered into collaborative agreements with
Sankyo and Bayer, expanded its collaboration with HMRI, entered into
co-venture agreements with Sepracor and Helicon, entered into a license
agreement with Dow, and repurchased its Common Stock held by Becton,
Dickinson and Company (See Notes 3(d), 5 and 9(a) to the Consolidated
Financial Statements).
(c) During fiscal 1996, the Company acquired MYCOsearch and Aston and completed
an offering of its Common Stock (See Notes 3 and 9(b) to the Consolidated
Financial Statements).
(d) During fiscal 1995, the Company sold its Research Products Business and also
sold shares of its Common Stock to Novartis.
(e) During fiscal 1994, the Company changed its method of accounting for
marketable securities to adopt the provisions of the Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt
and Equity Securities."
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, 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
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Robert L. Van Nostrand
Vice President and Chief Financial Officer
Date: January 27, 1999