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FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 0-19871
CYTOTHERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3078125
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2 RICHMOND SQUARE, PROVIDENCE, RHODE ISLAND 02906
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (401) 272-3310
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $.01 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. [x]
Aggregate market value of Common Stock held by non-affiliates at March 10,
1997: $140,832,286. Exclusion of shares held beneficially 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 management policies of the
registrant, or that such person is controlled by or under common control with
the Registrant. Common stock outstanding at March 10, 1997: 16,485,840 shares.
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]
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for its 1997 Annual
Meeting of Shareholders are incorporated by reference into Part III of this
Report.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements regarding, among
other things, the Company's expected results of operations, the progress of the
Company's product development and clinical programs, the need for, and timing
of, additional capital and capital expenditures, partnering prospects, the need
for additional intellectual property rights, the need for additional facilities
and potential market opportunities. The Company's actual results may vary
materially from those contained in such forward-looking statements because of
risks to which the Company is subject such as risks of delays in research,
development and clinical testing programs, obsolescence of the Company's
technology, lack of available funding, competition from third parties, failure
of the Company's collaborators to perform, regulatory constraints, litigation
and other risks to which the Company is subject; see "Cautionary Factors
Relevant to Forward-looking Information" filed herewith as Exhibit 99
and incorporated herein by reference and Management's Discussion and Analysis of
Financial Condition and Results of Operations.
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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
behalf by the undersigned, thereunto duly authorized.
CYTOTHERAPEUTICS, INC.
By: /s/ Frederic A. Eustis, III
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Frederic A. Eustis, III
Executive Vice President
Dated: December 2, 1997
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EXHIBIT INDEX
Exhibit No. Description
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10.62 * Development Collaboration and License
Agreement between the Registrant and
Genentech Inc. dated November 22, 1996