1 2925 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-K/A (MARK ONE) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE --- ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended: AUGUST 31, 1996 --------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from __________ to __________. Commission file number: 0-10824 ------- GENOME THERAPEUTICS CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2297484 ------------- ---------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 100 BEAVER STREET, WALTHAM, MASSACHUSETTS 02154 - ----------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number: (617) 398-2300 ------------- Securities registered pursuant to Section 12 (b) of the Act: NONE Securities registered pursuant to Section 12 (g) of the Act: COMMON STOCK, $.10 PAR VALUE ---------------------------- (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 [ ] 2 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, Genome Therapeutics Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 27, 1996. GENOME THERAPEUTICS CORP. /s/ Robert J. Hennessey --------------------------------- Robert J. Hennessey Chief Executive Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of November 27, 1996. Signature Title - --------- ----- /s/ Robert J. Hennessey Chairman, President, - ----------------------------- Chief Executive Officer Robert J. Hennessey /s/ Orrie M. Friedman Director - ----------------------------- Orrie M. Friedman /s/ Philip Leder Director - ----------------------------- Philip Leder /s/ Lawrence Levy Director - ----------------------------- Lawrence Levy /s/ Donald J. McCarren Director - ----------------------------- Donald J. McCarren /s/ Steven M. Rauscher Director - ----------------------------- Steven M. Rauscher /s/ Fenel M. Eloi Vice President, Treasurer - ----------------------------- Chief Financial Officer Fenel M. Eloi (Principal Financial and Accounting Officer) 3 FOOTNOTES (1) Filed as exhibits to the Company's Registration Statement on Form S-1 (No. 2-75230) and incorporated herein by reference. (2) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 27, 1982 and incorporated herein by reference. (3) Filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended February 26, 1983 and incorporated herein by reference. (4) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 25, 1984 and incorporated herein by reference. (5) Filed as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1984 and incorporated herein by reference. (6) Filed as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1985 and incorporated herein by reference. (7) Filed as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1986 and incorporated herein by reference. (8) Filed as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1987 and incorporated herein by reference. (9) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended November 28, 1987 and incorporated herein by reference. (10) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988 and incorporated herein by reference. (11) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989 and incorporated herein by reference. (12) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1990 and incorporated herein by reference. (13) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1992 and incorporated herein by reference. (14) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference. (15) Filed as an Exhibit of the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1994 and incorporated herein by reference. (16) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1995 and incorporated herein by reference. (17) Filed as an Exhibit to the Company's Annual Report on Form 10-K/A3 for the year ended August 31, 1995 and incorporated herein by reference. (18) Filed as an Exhibit to the Company Registration Statement on Forms S-8 (File No. 33-61191) and incorporated herein by reference. (19) Filed as an Exhibit to the Company's amended Annual Report on Form 10-K/A for the fiscal year ended August 31, 1995 and incorporated herein by reference. (20) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended November 25, 1995 and incorporated herein by reference. (21) Filed herewith.