1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Mark One) [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 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 0-29574 ------------------------------------------------------ ALTAREX CORP. (Exact name of Registrant as specified in its charter) Province of Alberta, Canada (Jurisdiction of incorporation or organization) 303 Wyman Street, Waltham, MA 02451 (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each Class Name of each exchange on which registered None - -------------------------------------------------------------------------------- Securities registered or to be registered pursuant to Section 12(g) of the Act: 2 Common Shares without par value (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Number of outstanding shares of each of the Company's classes of capital or common stock as of September 15, 2000: 74,037,958 Common Shares 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 which financial statement item the registrant has elected to follow. Item 17 X Item 18 ---- --- (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ___ No ___ 3 AltaRex Corp. (the "Company") hereby amends its Annual Report on Form 20-F for the year ended December 31, 1999 to include the exhibits filed with and attached to this Amendment. 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ALTAREX CORP. Per: /s/ Edward M. Fitzgerald -------------------------------------- Edward M. Fitzgerald Senior Vice President and Chief Financial Officer DATED this 21st day of September, 2000. 3 5 EXHIBIT INDEX EXHIBIT PAGE NUMBER DOCUMENT DESCRIPTION NUMBER - ------ -------------------- ------ 1.1+ The Articles of the Company dated November 18, 1993 as amended by Articles of Amendment dated June 25, 1996 and November 28, 1996. 1.2+ Articles of Amalgamation of the Company dated May 31, 1997 as amended by Articles of Amendment dated June 27, 1997. 1.3+ The Bylaws of the Company dated March 1, 1995. 1.4+ Asset Purchase Agreement dated November 24, 1995 among AltaRex Inc., Biomira Research Inc. and Biomira Inc.* 1.5+ The Share Purchase Agreement. 1.6** Settlement Agreement by and among Biomira Inc. and AltaRex Corp., dated September 3, 1999. 1.7+ Letter Agreement dated February 20, 1996 between AltaRex Corp. and Merck Frosst Canada Inc. 1.8**# Amended and Restated License Agreement between Biomira Inc. and AltaRex Corp., dated September 3, 1999. 1.9**# Patent License Agreement between AltaRex Corp. and the National Institute of Health, the Centers for Disease Control and Prevention and the Food and Drug Administration, dated September 21, 1999. 1.10+ License Agreement dated November 24, 1995 between Biomira Inc. and AltaRex Corp.* 1.11+ Assignment of Patent Agreement dated April 4, 1996 between Biomira Inc. and AltaRex Corp. 1.12+ Employment Contracts dated January 1, 1996, between AltaRex Corp. and Dr. Antoine Noujaim. 1.13** Stock Option Plan 1.15+ Assignment of Letter Agreement dated February 20, 1996 between AltaRex Corp. and Merck Frosst Canada Inc. See "Business of AltaRex -- Strategic Alliances and License Agreement." 1.16+ Sublease Agreement by and between Tufts Associated Health Plans, Inc. and AltaRex U.S. Corp. dated April 15, 2000. 1.17+ Employment Arrangement dated February 18, 1998 and amended as of March 30, 1998 between AltaRex Corp. and Richard E. Bagley. 1.18+ Amendments to Employment Arrangement between AltaRex Corp. and Richard E. Bagley, dated June 1, 1999 and December 22, 1999. 1.19+ Amendments to Employment Contract between AltaRex Corp. and Dr. Antoine Noujaim dated June 3, 1999 and December 22, 1999. 1.20+ Employment Contract between AltaRex Corp. and Dr. Christopher Nicodemus dated December 16, 1998, as amended on June 1, 1999 and December 22, 1999. 1.21+ Employment Contract between AltaRex Corp. and Edward Fitzgerald dated September 14, 1998, as amended on June 1, 1999 and December 22, 1999. 1.22+ Employment Contract between AltaRex Corp. and Peter C. Gonze dated January 24, 2000. * Confidential treatment granted as to certain portions, which portions are omitted and filed separately with the Commission. ** Filed herewith. + Incorporated by reference to Exhibits to the Company's Registration Statement on Form 20-F. # Confidential treatment has been requested for certain portions of this Exhibit. The confidential redacted information has been filed separately with the Securities and Exchange Commission.