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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Commission file number 0-20713
ENTREMED, INC.
--------------
(Exact name of registrant as specified in its charter)
Delaware 58-1959440
- ------------------------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
9640 Medical Center Drive, Rockville, MD 20850
- ----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 217-9858
- ----------------------------------------------------
Securities registered pursuant to Section 12 (g) of the Act:
Title of Each Class
-------------------
Common Stock, Par Value $.01 Per Share
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 [X]
As of March 7, 2002, 21,922,860 shares of common stock were outstanding and the
aggregate market value of the shares of common stock held by non-affiliates was
approximately $158,940,735.
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EXPLANATORY NOTE
This Amendment No. 1 to the Form 10-K for the fiscal year ended December 31,
2001 is filed to add Form 10-K, Part III, which was omitted in reliance on
General Instruction G.3.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages and positions of our executive
officers and directors as of March 15, 2002:
- --------------------------------------------------------------------------------
NAME AGE POSITION
- --------------------------------------------------------------------------------
John W. Holaday, Ph.D. 56 Chairman of the Board and
Chief Executive Officer
- --------------------------------------------------------------------------------
Wendell M. Starke 60 Vice Chairman of the
Board
- --------------------------------------------------------------------------------
Edward R. Gubish, Ph.D. 53 President and Chief
Operating Officer
- --------------------------------------------------------------------------------
James D. Johnson, Ph.D, J.D. 54 Senior Vice President
and General Counsel
- --------------------------------------------------------------------------------
Donald S. Brooks 66 Director
- --------------------------------------------------------------------------------
Jerry Finkelstein 86 Director
- --------------------------------------------------------------------------------
Jeannie C. Hunter-Cevera, Ph.D. 54 Director
- --------------------------------------------------------------------------------
Mark C.M. Randall 39 Director
- --------------------------------------------------------------------------------
Peter S. Knight 51 Director
- --------------------------------------------------------------------------------
2
JOHN W. HOLADAY, PH.D.
CHAIRMAN OF THE BOARD AND CEO
Dr. John Holaday is the founder of EntreMed, Inc. and has served as its
President and Chief Executive Officer and a director since August 1992, and its
Chairman of the Board since November 1995. Prior thereto, from May 1989 to
August 1992, he was the co-founder of Medicis Phyarmaceutical Corp., where he
served as Vice President for Research and Development and Member of the Board of
Directors. Dr. Holaday also serves as Chairman of MaxCyte, Inc. In addition, he
is on the Board of Directors of CytImmune Sciences and LabBook, which are
privately held biotechnology companies. Dr. Holaday was commissioned into the
U.S. Army in 1966 and subsequently served as the Neuropathology Branch Chief at
the Walter Reed Army Institute of Research, where he served for 21 years as an
officer and civilian. Dr. Holaday's academic appointments include Visiting
Associate Professor of Anesthesiology and Critical Care Medicine at the Johns
Hopkins University School of Medicine and Adjunct Professor of Psychiatry at the
Uniformed Services University of the Health Sciences. Dr. Holaday was elected as
the Chairman of the Maryland Bioscience Alliance in April of 2000, and is a
member of the American Society for Pharmacology and Experimental Therapeutics,
the Society for Critical Care Medicine (Fellow, 1989) and Sigma Xi. He holds
more than 30 U.S. and foreign patents and has published more than 200 scientific
articles and edited five books.
WENDELL M. STARKE
VICE CHAIRMAN
Wendell M. Starke has been Vice Chairman of the Board since June 1998 and one of
EntreMed's directors since April 1994. Mr. Starke is a Chartered Financial
Analyst and a Chartered Investment Counselor. Mr. Starke was President of
INVESCO Capital Management, Inc., and Chief Investment Officer from 1979 to
1991. From 1992 to 1999, he served as Chairman of INVESCO, Inc., the parent
company of INVESCO Capital Management and other INVESCO money management
subsidiaries in the United States. Mr. Starke retired from INVESCO in June 1999.
EDWARD R. GUBISH JR., PH.D.
PRESIDENT AND CHIEF OPERATING OFFICER
Dr. Gubish has been with the Company since 1993. Dr. Gubish was named as
President and Chief Operating Officer of EntreMed in 2001. He previously served
as EntreMed's Executive Vice President of Research and Development. From 1997 to
2000, Dr. Gubish was Senior Vice President of Research and Development at the
Company. He also served as Vice President, Regulatory and Clinical Development
for EntreMed from 1995 to 1997. From 1990 to 1993, Dr. Gubish was Senior
Director of Regulatory Affairs for Baker Norton Pharmaceuticals (IVAX) and
Fujisawa Pharmaceuticals. From 1986 through 1990, he served as Chief of
Regulatory Affairs for the AIDS Division at the National Institutes of Health
and as a scientific and administrative contact for sponsors of new biological
products and IND submissions for the Center for Drugs and Biologics at the FDA.
JAMES D. JOHNSON, PH.D., J.D.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
Dr. James D. Johnson has been a partner with the law firm of Kilpatrick,
Stockton since 2000. Before that he had been a partner with the law firm of
Jones and Askew, which merged with Kilpatrick, Stockton in 2000, since 1993. He
graduated from the University of the South with a B.A. in Chemistry and received
his Ph.D. in
3
Biochemistry from the Emory University School of Medicine. He graduated from
the Emory University School of Law.
DONALD S. BROOKS
Donald S. Brooks has been one of EntreMed's directors since April 1996 and was
Vice President, Legal Affairs from 1998 until August 2001. Between 1993 and
1998, Mr. Brooks was a practicing attorney with the law firm of Carella Byrne
Bain Gilfillan Cecchi Stewart and Olstein, Roseland, New Jersey, which
represents the Company on certain matters. Mr. Brooks continues to be of counsel
to the firm. Prior thereto, Mr. Brooks was employed by Merck and Co., Inc. for
27 years, most recently, from 1986 to 1993, as Senior Counsel. From 1980 to
1985, Mr. Brooks served as a U.S. employer delegate to the Chemical Industries
Committee, International Labor Organization in Geneva, Switzerland.
JERRY FINKELSTEIN
CHAIRMAN OF THE BOARD, NEWS COMMUNICATION
Jerry Finkelstein has been one of the directors of EntreMed since April 1998.
Mr. Finkelstein has been a senior advisor to Apollo Advisors, L.P., a fund
manager, since March 1994, and the Chairman of the Board of News Communications,
Inc., a consortium of 23 publications, since August 1993. Mr. Finkelstein was
formerly the publisher of the New York Law Journal, a daily newspaper. He has
been a member of the Board of Rockefeller Center, Chicago Milwaukee Railroad
Corporation, Bank of North America, Struthers Wells Corporation, The Hill, and
PATH railroad. Mr. Finkelstein has also held the following positions: member of
Task Committee on the sale of the World Trade Center; Chairman of the New York
City Planning Commission, and Commissioner of the Port Authority of New York and
New Jersey, as well as numerous civic, social and political appointments.
JENNIE HUNTER-CEVERA, PH.D.
PRESIDENT, UNIVERSITY OF MARYLAND BIOTECHNOLOGY INSTITUTE
Prior to joining the University of Maryland in October 1999, Dr. Hunter-Cevera
headed the Center for Environmental Biotechnology at Lawrence Berkeley National
Laboratory from 1994 to 1999. Dr. Hunter-Cevera is Past President of the Society
of Industrial Microbiology (SIM) and is an active member of the American Society
of Microbiology and the American Chemical Society. She served as Senior Editor
for the Journal of Industrial Microbiology for 10 years. She was a member of
Secretary of Agriculture Glickman's Genetic Resources Advisory Board and
President Clinton's Council on Biotechnology for the State Department. She also
has served as the United States representative to the OECD on Biological
Resource Centers and serves on the Advisory Board for the Leadership Alliance
for Biodiversity. She has given more than 40 lectures, seven keynote lectures,
and is the author of several papers and holder of two patents. Dr. Hunter-Cevera
was elected to the American Academy of Microbiology in 1995, received the 1996
SIM Charles Porter Award, was elected as
4
a SIM Fellow in 1997 and the 1999 Nath Lecturer at West Virginia University. She
is a member of the State Department's Council on Biotechnology.
MARK C. M. RANDALL
MANAGING DIRECTOR, SARASIN INTERNATIONAL SECURITIES, LTD
Mark C.M. Randall has been one of the directors of EntreMed since April 1996.
Since 1985, Mr. Randall has been associated with Sarasin International
Securities Limited, London, England, a wholly owned subsidiary of Bank Sarasin
and Cie, a private bank based in Switzerland, where he has been Director since
1994 and Managing Director since 1999. Mr. Randall also serves as Chairman of
Acorn Alternative Strategies (Overseas) Ltd., an investment fund company.
PETER S. KNIGHT
Mr. Knight is a principal in Sage Venture Partners, a telecommunications
investment firm. He recently closed his legal practice where he had been a
partner in the law firm of Wunder, Knight, Forscey & DeVierno from 1991 to 1999.
In 1996, at the request of President Clinton, Mr. Knight took a leave of absence
from his firm to serve as the National Campaign Manager for Clinton/Gore '96.
Prior to his partnership with the firm, Mr. Knight was the General Counsel and
Secretary of the Medicis Pharmaceutical Corporation. In addition to the EntreMed
Board of Directors, Mr. Knight serves on the Board of Directors of Whitman
Education Group, providers of postsecondary education, and Medicis
Pharmaceutical Corporation, a pharmaceutical company specializing in
dermatology. Mr. Knight also sits on the board of the Schroeder Family of Mutual
Funds. He serves on the Board of Directors for the Vice President's Residence
Foundation, and the Board of Directors of the Center for National Policy. He
holds a Juris Doctor degree from the Georgetown University Law Center and a
Bachelor of Arts degree from Cornell University. He is admitted to the practice
of law in the District of Columbia.
Our executive officers are appointed by the Board of Directors and serve until
their successors are elected or appointed.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the 1934 Act requires our executive officers, directors and
persons who beneficially own more than 10% of a registered class of our equity
securities to file with the SEC initial reports of ownership and reports of
changes in ownership of our common stock and other equity securities. Such
executive officers, directors, and greater than 10% beneficial owners are
required by the SEC regulation to furnish us with copies of all Section 16(a)
forms filed by such reporting persons.
Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and greater than
10% beneficial owners were complied with.
5
Item 11. EXECUTIVE COMPENSATION
Compensation of the Directors
Our directors do not receive cash compensation for serving on the Board or
attending meetings thereof. Our directors are reimbursed for expenses actually
incurred in connection with attending such meetings. During 2001, new directors
were awarded initial grants of non-qualified stock options to purchase 15,000
shares of Common Stock upon joining the Board of Directors. Each director
elected to a three-year term in 2001 was granted non-qualified stock options to
purchase 30,000 shares of Common Stock. The Vice-Chairman of the Board of
Directors also receives an annual grant of non-qualified stock options to
purchase 15,000 shares of Common Stock. In addition, the Chairman of the Audit
Committee and the Chairman of the Compensation Committee each receive annual
payments of $2,000 for chairing their respective committees. Directors also are
eligible to receive discretionary option grants under our long-term incentive
plans.
Our Vice-Chairman also received $100,000 for services in 2001 and is eligible to
participate in our long-term incentive plans. Pursuant to these plans, in 2001
our Vice-Chairman received options to purchase 15,000 shares of Common Stock.
Following Mr. Brook's retirement as our vice president of Legal Affairs as of
August 2001, Mr. Brooks serves as our consultant. He received $58,000 for these
services in 2001.
6
Compensation of Executive Officers
The following summary compensation table sets forth the aggregate compensation
paid or accrued by us to the Chief Executive Officer and to executive officers
whose annual compensation exceeded $100,000 for fiscal 2001 (collectively, the
"named executive officers") for services during the fiscal years ended December
31, 2001, 2000 and 1999.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
AWARDS
SECURITIES
UNDERLYING
ANNUAL BONUS OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($) (#) COMPENSATION
- --------------------------------------------------------------------------------------------
John W. Holaday, Ph.D. 2001 395,000 (1) 250,000 22,432 (2)
Chairman and 2000 380,000 150,000 150,000 21,298
Chief Executive Officer 1999 325,000 125,000 110,000 21,506
Edward R. Gubish, Ph.D. 2001 295,000 (1) 222,000 9,881 (3)
President and Chief 2000 250,000 125,000 115,000 8,747
Operating Officer 1999 202,700 85,000 50,000 8,955
Joanna C. Horobin, M.D. 2001 208,333 - - 139,234 (4)
Executive Vice President 2000 250,000 - 100,000 8,747
of Commercial 1999 195,000 75,000 50,000 6,715
Development
Thomas Russo (5) 2001 235,231 20,000 12,500 9,881 (3)
Chief Financial Officer
James D. Johnson, 2001 183,333 (1) 195,000 683 (3)
Ph.D., J.D.
Senior Vice President
and General Counsel
Donald S. Brooks, Vice 2001 128,154 - 30,000 1,949 (6)
President, Legal Affairs 2000 210,000 25,000 45,000 3,087
1999 195,000 25,000 45,000 3,099
7
(1) Consideration of bonuses for 2001 has been deferred.
(2) $12,551 of such amount represents the premiums paid by us with respect
to a split-dollar life insurance policy on the life of Dr. Holaday.
Premiums paid by us on such policy are treated as non-interest bearing
advances to the insured for the policy. The initial proceeds of any
death benefit are required to be used to repay the indebtedness, and the
balance of the insurance proceeds are payable as designated by the
insured. See "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements". The remaining amount represents group
health insurance premiums paid on behalf of such officer.
(3) Consists of group health insurance premiums paid on behalf of such
officer.
(4) $125,000 of such amount represents severance payments pursuant to the
terms of a separation agreement dated April 1, 2001. $6,000 represents
payment in lieu of out-placement assistance. The remaining amount
represents health insurance premiums paid on behalf of such officer.
(5) Mr. Russo resigned from the company effective January 31, 2002.
(6) Represents health insurance premiums paid on behalf of such officer.
Subsequent to his retirement effective August 1, 2001, Mr. Brooks
entered into a consulting arrangement with the Company. See
"Compensation of Directors."
8
The following table sets forth certain information with respect to individual
grants of stock options made during the fiscal year ended December 31, 2001 to
each of the named executive officers.
Option/SAR Grants in Last Fiscal Year
- --------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term (1)
----------------------------------------- ------------------------
% of Total
Number of Options/
Securities SARs Granted Exercise
Underlying to Employees or Base
Options/SARs in Fiscal Price Expiration
Name Granted (#) Year ($/sh) Date 5% ($) 10% ($)
---- ----------- ---- ------ ---- ------ -------
John W. 40,000 2.12% 14.125 4/6/2011 355,326 900,464
Holaday, Ph.D. 41,000 2.18% 11.99 8/21/2011 309,158 783,468
169,000 8.97% 8.97 10/1/2011 953,361 2,416,001
Edward R. 32,000 1.70% 11.99 8/21/2011 241,294 611,487
Gubish, Ph.D. 190,000 10.09% 8.97 10/1/2011 1,071,826 2,716,214
Thomas 12,500 .66% 11.57 8/30/2005 31,168 67,120
Russo
James D. 75,000 3.98% 15.1719 3/22/2011 715,615 1,813,507
Johnson,
Ph.D., J.D. 120,000 6.37% 8.97 10/1/2011 679,943 1,715,504
Donald S. 30,000 1.59% 16.55 6/15/2011 312,246 791,293
Brooks
(1) Calculated by multiplying the exercise price by the annual appreciation
rate shown (as prescribed by SEC rules and compounded for the term of
the options), subtracting the exercise price per share and multiplying
the gain per share by the number of shares covered by the options. These
amounts are not intended to forecast possible future appreciation, if
any, of the price of our shares. The actual value realized upon exercise
of the options to purchase our shares will depend on the fair market
value of our shares on the date of exercise.
9
The following table sets forth information concerning all option holdings for
the fiscal year ended December 31, 2001 for each of the named executive
officers.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR Values
- ------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Options/SARs at In-the-Money Options/SARs
Fiscal Year-End (#) at Fiscal Year-End ($) (2)
----------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
John W.
Holaday,
Ph.D. (3) 876,919 279,750 680,488 -0-
Edward R. 380,501 251,500 173,952 -0-
Gubish, Ph.D.(3)
Joanna C.
Horobin, 87,500 62,500 -0- -0-
M.D.
Thomas 32,500 15,000 -0- -0-
Russo
James D. 97,500 157,500 -0- -0-
Johnson Ph.D., J.D.
Donald S. 251,001 -0- 16,567 -0-
Brooks (3)
(1) The Value Realized represents the amount equal to the excess of the fair
market value of the shares at the time of exercise over the exercise
price.
(2) Calculated by multiplying the number of unexercised options outstanding
at December 31, 2001 by the difference between the fair market value of
our shares at December 31, 2001 ($8.86) and the option exercise price.
(3) Holdings include warrants issued in lieu of stock options.
10
Employment Contracts and Termination of Employment and Change-In-Control
Arrangements
Effective January 1999, we entered into a three-year employment agreement with
John W. Holaday, Ph.D. as our Chairman and Chief Executive Officer with an
annual base salary of $325,000 per year and a minimal annual increase of 10% per
year. We may terminate the agreement without cause and, upon such termination,
Dr. Holaday will be entitled to receive his base salary through the end of the
initial term of the agreement (subject to an offset for salary received from
subsequent employment). The agreement contains confidentiality and
non-competition provisions. This agreement is renewed automatically each year
unless terminated pursuant to its termination provisions.
On April 1, 2001, we entered into a separation agreement with Joanna C. Horobin,
M.D., our former Executive Vice President of Commercial Development. Pursuant to
the separation agreement, Dr. Horobin received severance payments totaling
$125,000 plus a payment of $6,000 in lieu of out-placement assistance. In
addition, we agreed to accelerate the vesting of certain stock options held by
Dr. Horobin and to extend the period in which certain of these stock options may
be exercised.
We maintain a $2,000,000 split-dollar life insurance policy on the life of Dr.
Holaday at an annual cost of approximately $12,551. Premiums paid by us on such
policy are treated as non-interest bearing advances to Dr. Holaday for the
policy. The initial proceeds of any such death benefit are required to be used
to repay the indebtedness, and the balance of the insurance proceeds are payable
as designated by Dr. Holaday.
Each of our employees has entered into a Proprietary Information and Invention
Assignment Agreement providing, among other things, that such employee will not
disclose any confidential information or trade secrets in any unauthorized
manner and that all inventions of such employee relating to our current or
anticipated business during the term of employment become our property.
In the event of certain transactions, including those that may result in a
change in control, as defined under our Incentive Stock Option Plans, unvested
installments of options to purchase our shares may become immediately
exercisable.
11
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 1, 2002 (except as otherwise
footnoted below), certain information concerning stock ownership of all persons
known by us to own beneficially more than 5% of our Common Stock shares, $.01
par value per share, as well as each director or director nominee, each
executive officer named under "Executive Compensation and Other Matters" and all
of our directors and executive officers as a group.
Amount and Nature of
Name of Beneficial Owner (1) Beneficial Ownership (1) Percentage of Class
- ---------------------------- ------------------------ -------------------
John W. Holaday, Ph.D. 1,730,751 (2) 7.6%
Edward R. Gubish, Ph.D. 410,251 (3) 1.8%
Joanna C. Horobin, M.D. 115,000 (4) *
Donald S. Brooks 251,001 (5) 1.1%
James D. Johnson Ph.D, J.D. 111,750 (6) *
Peter S. Knight 55,000 (7) *
Jerry Finkelstein 135,000 (8) *
Jeannie C. Hunter-Cevera, Ph.D 25,000 (9) *
Mark C. M. Randall 133,001 (10) *
Wendell M. Starke 886,461 (11) 4.0%
Thomas P. Russo 32,500 (12) *
All executive officers and 3,885,715 (13) 15.9%
directors as a group (11
persons)
More Than 5% Beneficial Owner
FMR Corp. and affiliated 1,223,852 5.6%
entities (14)
82 Devonshire Street
Boston, MA 02109
- --------------------------------------------------------------------------------
*Less than 1%
(1) Beneficial ownership is defined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally means the power
to vote and/or to dispose of the securities regardless of any economic
interest therein.
(2) Includes 922,319 shares issuable upon exercise of options and warrants
which are exercisable within 60 days and 126,666 shares held by a
limited partnership of which Dr. Holaday is the general partner. Does
not include 234,750 shares issuable upon exercise of options not
exercisable within 60 days.
12
(3) Includes 399,251 shares issuable upon exercise of options that are
exercisable within 60 days. Does not include 232,750 shares issuable
upon exercise of options not exercisable within 60 days.
(4) Includes 113,000 shares issuable upon exercise of options that are
exercisable within 60 days. Does not include 500 shares issuable upon
exercise of options not exercisable within 60 days.
(5) Includes 251,001 shares issuable upon exercise of options that are
exercisable within 60 days.
(6) Includes 111,750 shares issuable upon exercise of options that are
exercisable within 60 days. Does not include 145,000 shares issuable
upon exercise of options not exercisable with 60 days.
(7) Includes 55,000 shares issuable upon exercise of options that are
exercisable within 60 days.
(8) Includes 111,000 shares issuable upon exercise of options and warrants
that are exercisable within 60 days.
(9) Includes 25,000 shares issuable upon exercise of options which are
exercisable within 60 days.
(10) Includes 133,001 shares issuable upon exercise of options and warrants
that are exercisable within 60 days.
(11) Includes 363,873 shares issuable upon exercise of options and warrants
which are exercisable within 60 days and 21,819 shares held by a limited
partnership of which Mr. Starke is the general partner. Does not include
12,500 shares issuable upon exercise of options not exercisable within
60 days. Does not include 39,474 shares owned by various family members
of Mr. Starke, as to which Mr. Starke disclaims beneficial ownership.
(12) Includes 32,500 shares issuable upon exercise of options that are
exercisable within 60 days.
(13) Includes 2,518,195 shares issuable upon exercise of options and warrants
that are exercisable within 60 days. Does not include 625,000 shares
issuable upon exercise of options not exercisable within 60 days.
13
(14) This information is based on a Schedule 13G filed with the SEC by FMR
Corp. on February 14, 2002. FMR Corp. reported that (a) it (directly or
indirectly) has sole dispositive power over all of these shares, (b) it
does not have sole voting power or shared voting power with respect to
these shares, (c) the Fidelity Growth Company Fund holds all of the
shares of common stock beneficially owned by FMR Corp. and (d) members
of the family of Edward C. Johnson 3d may be deemed to form a
controlling group with respect to FMR Corp.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Donald S. Brooks, one of our directors, is of counsel to the law firm of
Carella, Byrne, Bain, Gilfillan, Cecchi, Stewart & Olstein, which provides
certain legal services to us.
James D. Johnson, our Senior Vice President, is a partner at Kilpatrick,
Stockton, which provides certain patent prosecution and certain other legal
services to us. We paid approximately $3,324,000 to Kilpatrick, Stockton for
these services in 2001. This amount represents less than 5% of Kilpatrick,
Stockton's total revenues for 2001.
14
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, thereunto duly authorized.
ENTREMED, INC.
By: /s/ Dane R. Saglio
--------------------------
Dane R. Saglio
Chief Accounting Officer
March 18, 2002