SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Year Ended December 31, 2001
OR
( ) Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 000-23019
KENDLE INTERNATIONAL INC.
Ohio IRS Employer ID
(State or other jurisdiction No. 31-1274091
of incorporation or organization)
1200 Carew Tower
441 Vine Street
Cincinnati, Ohio 45202
513-381-5550
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
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 February 28, 2002 the aggregate market value of the voting stock held by
non-affiliates was $152,153,952 (based on the closing price of the Company's
Common Stock on The Nasdaq National Market on February 28, 2002 of $14.50).
As of February 28, 2002, 12,710,417 shares of no par value Common Stock were
issued and outstanding.
Documents Incorporated by Reference
Portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 2001 furnished to the Commission pursuant to Rule 14a-3(c) and
portions of the Registrant's Proxy Statement to be filed with the Commission for
its 2002 Annual Meeting of Shareholders are incorporated by reference in Parts
I, II, III, and IV as specified.
See Exhibit Index on page 10.
14 Total Pages
KENDLE INTERNATIONAL INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K
Part I Page
Item 1 - Business.............................................................................3
Item 2 - Properties...........................................................................5
Item 3 - Legal Proceedings....................................................................5
Item 4 - Submission of Matters to a Vote of Security Holders..................................5
Part II
Item 5 - Market for Registrant's Common Equity and Related
Shareholder Matters.............................................................6
Item 6 - Selected Financial Data..............................................................7
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................................7
Item 7A - Quantitative and Qualitative Information about Market Risk..........................7
Item 8 - Financial Statements and Supplementary Data..........................................8
Item 9 - Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................................8
Part III
Item 10 - Directors and Executive Officers of the Registrant..................................9
Item 11 - Executive Compensation..............................................................9
Item 12 - Security Ownership of Certain Beneficial Owners and Management......................9
Item 13 - Certain Relationships and Related Transactions......................................9
Part IV
Item 14 - Exhibits, Financial Statement Schedules and Reports
on Form 8-K....................................................................10
2
PART I
ITEM 1.
BUSINESS
--------
Kendle International Inc., an Ohio corporation established in 1989, (the
"Company"), is a contract research organization (CRO) that provides a broad
range of Phase I through IV clinical research and drug development services to
the pharmaceutical and biotechnology industries. The Company augments the
research and development activities of pharmaceutical and biotechnology
companies by offering high quality, value added clinical research services and
proprietary information technology designed to reduce drug development time and
expense. The Company is organized into two segments for financial reporting
purposes. The contract research services group conducts clinical trial
management, clinical data management, statistical analysis, medical writing, and
regulatory consulting and representation. The medical communications group,
Health Care Communications Inc. (HCC), a wholly-owned subsidiary of the Company,
provides organizational, meeting management, and publication services to
professional associations and pharmaceutical companies.
The Company believes that the outsourcing of drug development activities by
pharmaceutical and biotechnology companies has been increasing and will continue
to increase as these companies strive to increase revenues through faster drug
development while also dealing with cost containment pressures. The CRO
industry, by specializing in clinical trial management, is often able to perform
the needed services with a higher level of expertise or specialization, more
quickly and at a lower cost than a customer could perform the services
internally.
The Company's strategy is to continue to enhance its reputation as a
high-quality provider of a full range of CRO services. The Company's strategy
consists of the following key elements: (i) continue to expand its broad range
of therapeutic expertise; (ii) offer its customers a full range of services that
encompass the clinical research process and complement the research and
development departments of its customers; (iii) expedite the drug development
process through a variety of innovative information technology platforms such as
the Company's proprietary TrialWare(R) software including TrialWeb(TM), its
clinical trial information web service; (iv) continue to build a brand presence
that portrays high-quality work; and (v) supplement internal growth through
strategic acquisitions that expand the Company's geographic presence and add to
the Company's clinical development capabilities in existing or new therapeutic
areas or service offerings.
In January 2002, the Company acquired the assets of Clinical and
Pharmacologic Research, Inc., a specialist in Phase I studies for the generic
drug industry located in Morgantown, West Virginia. Total acquisition costs
consisted of approximately $8.0 million in cash, 314,243 shares of the Company's
Common Stock, and a $6 million convertible subordinated note.
In February 2001, the Company acquired AAC Consulting Group, Inc., a
regulatory consulting firm located in Rockville, Maryland. Total acquisition
costs consisted of approximately $10.9 million in cash and 374,665 shares of the
Company's Common Stock.
In April 2000, the Company acquired SYNERmedica Pty Ltd., a contract
research organization with offices in Melbourne and Sydney, Australia. Total
acquisition costs consisted of approximately $2.2 million in cash and 78,500
shares of the Company's Common Stock.
In August 1999, the Company acquired Specialist Monitoring Services Limited
(SMS), a U.K-based CRO, for approximately $7.5 million in cash and 141,680
shares of the Company's Common Stock.
3
In July 1999, the Company acquired Health Care Communications Inc. (HCC), a
New Jersey-based medical communications company, and HCC Health Care
Communications (1991), a Toronto-based CRO, for approximately $5.7 million in
cash and 174,559 shares of the Company's Common Stock. The purchase price has
been increased based upon the achievement of certain operating results from
acquisition date through December 31, 2001. The purchase price has been
increased by $9.6 million as a result of the additional consideration. The
additional purchase price was paid 67% in cash and 33% in shares of the
Company's Common Stock.
In June 1999, the Company acquired ESCLI S.A., a CRO located in Paris,
France, for approximately $2.7 million in cash.
In January 1999, the Company acquired Research Consultants (International)
Holdings Limited (IRC), a U.K.-based regulatory affairs company for
approximately $4.4 million in cash and 87,558 shares of the Company's Common
Stock.
In January 1999, the Company also acquired a minority interest in Digineer,
Inc. ("Digineer", formerly Component Software International, Inc.), an internet
healthcare consulting and software development company for approximately $1.6
million in cash and 19,995 shares of the Company's Common Stock. Additionally,
the Company entered into a Multi Year Strategic Service Agreement with Digineer
whereby the Company could pay Digineer $7.0 million over a four year period in
exchange for strategic software consulting and development services. During the
first two years of the agreement, the Company was required to pay a total of
$3.5 million. The Company reached this minimum fee obligation during the first
two years, and in October 2000, the Company exercised its right to terminate the
Multi-Year Strategic Service Agreement. No further payments are due under the
Agreement.
Revenues from the top five customers accounted for approximately 45% of the
Company's total net revenues for the year ended December 31, 2001. The Company's
net revenues from Pharmacia Corporation and Pfizer Inc. accounted for
approximately 12% and 11%, respectively, of the Company's net revenues for the
year ended December 31, 2001.
Segment and geographic information of the Company is contained in Note 17
to the consolidated financial statements on page 26 of the financial results
section of the Company's Annual Report to Shareholders for 2001, and is
incorporated herein by reference.
BACKLOG
Backlog is based on signed contracts and letters of intent. Backlog at
December 31, 2001 was approximately $159 million compared to approximately $148
million at December 31, 2000. Total backlog plus verbally awarded business at
December 31, 2001 was approximately $191 million compared to approximately $170
million at December 31, 2000. No assurance can be given that the Company will be
able to realize the net revenues that are included in the backlog and verbal
awards. Backlog and verbal awards are not necessarily meaningful indicators of
future results for a variety of reasons, including, but not limited to, the
following: (i) contracts vary in size and duration, with revenue from some
studies realized over a number of years; (ii) the scope of contracts may change,
either increasing or decreasing the value of the contract; and (iii) studies may
be terminated or delayed by the sponsor or by regulatory authorities.
COMPETITION
The Company competes primarily against in-house research and development
departments of pharmaceutical and biotechnology companies, universities,
teaching hospitals and other full-service CROs,
4
some of which possess substantially greater capital, technical and other
resources than the Company. CROs generally compete on the basis of previous
experience, medical and scientific expertise in specific therapeutic areas, the
quality of services provided, the ability to manage large-scale trials on a
global basis, medical database management capabilities, the ability to provide
statistical and regulatory services, the ability to recruit investigators, the
ability to recruit patients into studies, the ability to integrate information
technology with systems to improve the efficiency of contract research, an
international presence with strategically located facilities, financial
viability and price.
The CRO industry is highly fragmented with several hundred CROs ranging
from small, limited-service providers to full-service, global drug development
corporations. The Company competes with the following CROs, among others:
Covance, Inc., PAREXEL International Corporation, Pharmaceutical Product
Development, Inc. and Quintiles Transnational Corporation.
EMPLOYEES
As of February 28, 2002, the Company had approximately 1,800 employees.
None of the Company's employees are covered by a collective bargaining
agreement.
ITEM 2.
PROPERTIES
----------
The Company leases all of its facilities with the exception of the
Company-owned facility in Ely, United Kingdom. The Company's principal executive
offices are located in Cincinnati, Ohio, where it leases approximately 125,000
square feet under a lease expiring in 2009. The Company also maintains offices
in various other U.S. locations and in Europe and the Pacific Rim.
Management believes that such offices are sufficient to meet its present
needs and does not anticipate any difficulty in securing additional space, as
needed, on terms acceptable to the Company.
ITEM 3.
LEGAL PROCEEDINGS
-----------------
The Company currently is not involved in any material litigation, nor, to
the Company's knowledge, is any material litigation currently threatened against
the Company.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of 2001.
5
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON
EQUITY AND RELATED SHAREHOLDER MATTERS
--------------------------------------
"Quarterly Financial Data" on page 17 of the financial results section of
the Company's Annual Report to Shareholders for 2001 is incorporated herein by
reference. As of March 1, 2002, there were approximately 2,242 beneficial
shareholders. The Company has not paid dividends on its Common Stock since its
initial public offering in August 1997. The Company does not currently intend to
pay dividends in the foreseeable future, but intends instead to reinvest
earnings in its business.
RECENT SALES OF UNREGISTERED SECURITIES
In January 2002, the Shareholders of Clinical and Pharmacologic Research,
Inc. received a total of 314,243 shares of the Company's Common Stock.
In April 2001, the Shareholders of HCC received a total of 84,450 shares of
the Company's Common Stock related to a contingency from a prior acquisition.
In February 2001, the Shareholders of AAC Consulting Group, Inc. received a
total of 374,665 shares of the Company's Common Stock.
During the time period from April 1, 1998 to January 2, 2002, Philip E.
Beekman, Robert C. Simpson, and Robert R. Buck, directors of Kendle, and Mary
Beth Price and Dr. Charles A. Sanders, M.D., former directors of Kendle,
received a total of 9,375 shares of the Company's Common Stock pursuant to the
table below:
PHILIP E. BEEKMAN CHARLES A. SANDERS
- ----------------- ------------------
April 1, 1998 - 81 Shares April 1, 1998 - 81 Shares
July 1, 1998 - 58 Shares July 1, 1998 - 58 Shares
October 1, 1998 - 33 Shares October 1, 1998 - 33 Shares
January 1, 1999 - 68 Shares January 1, 1999 - 68 Shares
April 2, 1999 - 75 Shares April 2, 1999 - 137 Shares
July 2, 1999 - 122 Shares July 2, 1999 - 122 Shares
October 2, 1999 - 181 Shares October 2, 1999 - 121 Shares
January 2, 2000 - 153 Shares January 2, 2000 - 77 shares
April 3, 2000 - 99 Shares April 3, 2000 - 99 Shares
July 2, 2000 - 136 Shares July 2, 2000 - 136 Shares
October 2, 2000 - 521 Shares October 2, 2000 - 521 Shares
January 2, 2001 - 454 Shares January 2, 2001 - 454 Shares
April 2, 2001 - 459 Shares April 2, 2001 - 459 Shares
July 2, 2001 - 174 Shares July 2, 2001 - 174 Shares
October 2, 2001 - 155 Shares October 2, 2001 - 155 Shares
January 2, 2002 - 236 Shares
ROBERT BUCK MARY BETH PRICE
- ----------- ---------------
6
April 2, 1999 - 112 Shares April 2, 1999 - 100 Shares
July 2, 1999 - 122 Shares July 2, 1999 - 92 Shares
October 2, 1999 - 181 Shares October 2, 1999 - 241 Shares
April 3, 2000 - 74 Shares January 2, 2000 - 153 Shares
July 2, 2000 - 136 Shares April 3, 2000 - 74 Shares
October 2, 2000 - 521 Shares
January 2, 2001 - 454 Shares
April 2, 2001 - 459 Shares ROBERT SIMPSON
--------------
July 2, 2001 - 174 Shares
October 2, 2001 - 155 Shares October 2, 2001 - 155 Shares
January 2, 2002 - 236 Shares January 2, 2002 - 236 Shares
Mr. Beekman, Dr. Sanders, Mr. Buck, Mr. Simpson and Ms. Price received
these securities in exchange for their services as directors of the Company
pursuant to the 1997 Directors' Compensation Plan.
These issuances were exempt from registration under the Securities Act of
1933 pursuant to Section 4(2) as transactions by an issuer not involving any
public offering.
ITEM 6.
SELECTED FINANCIAL DATA
-----------------------
"Selected Financial Data" on page 16 of the financial results section of
the Company's Annual Report to Shareholders for 2001 is incorporated herein by
reference.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" begins on page 18 of the financial results section of the Company's
Annual Report to Shareholders for 2001 and is incorporated herein by reference.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE INFORMATION ABOUT MARKET RISK
----------------------------------------------------------
The Company is exposed to changes in interest rates on its available for
sale securities and amounts outstanding under its Credit Facilities.
Available-for-sale securities are recorded at fair value in the financial
statements. These securities are exposed to market price risk, which also takes
into account interest rate risk. At December 31, 2001 the potential loss in fair
value resulting from a hypothetical decrease of 10% in quoted market price would
be approximately $2.0 million. The Company is also exposed to interest rate
changes on its variable rate borrowings. Based on the Company's December 31,
2001 amounts outstanding under Credit Facilities, a one percent change in the
weighted average interest rate would change the Company's annual interest
expense by approximately $140,000.
7
Information regarding foreign currency is contained in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" beginning on page
24 of the financial results section of the Company's Annual Report to
Shareholders for 2001 and is incorporated herein by reference.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The following Financial Statements of the Registrant beginning on page 26
of the financial results section of its Annual Report to Shareholders for 2001,
are incorporated herein by reference:
1. Consolidated Statements of Operations for the years ended December 31,
2001, 2000 and 1999.
2. Consolidated Balance Sheets as of December 31, 2001 and 2000.
3. Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2001, 2000, and 1999.
4. Consolidated Statements of Cash Flows for the years ended December 31,
2001, 2000, and 1999.
5. Notes to Consolidated Financial Statements.
6. Report of Independent Accountants.
All supplemental schedules are omitted because of the absence of conditions
under which they are required or because the information is shown in the
Consolidated Financial Statements or Notes thereto.
UNAUDITED SUPPLEMENTARY DATA
"Selected Quarterly Financial Data" on page 17 of the financial results
section of the Registrant's Annual Report to Shareholders for 2001 is
incorporated herein by reference.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------
None
8
PART III
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
DIRECTORS OF THE COMPANY
The name, age and background information for each of the Company's Directors is
set forth in the section entitled "Election Of Directors" contained in the
Company's Proxy Statement for its 2002 Annual Meeting of Shareholders, and is
incorporated herein by reference.
EXECUTIVE OFFICERS OF THE COMPANY
The Executive Officers of the Company at March 1, 2002, were as follows:
NAME AGE POSITION OFFICER SINCE
- ---- --- -------- -------------
Candace Kendle 55 Chief Executive Officer and Chairman 1989
of the Board of Directors
Christopher C. Bergen 51 President, Chief Operating 1989
Officer and Director
Timothy M. Mooney 54 Executive Vice President, Chief 1996
Financial Officer and Director
Thomas E. Stilgenbauer 54 Executive Vice President and Chief 1999
Marketing Officer
Prior to being elected Executive Vice President and Chief Marketing Officer, Mr.
Stilgenbauer was Executive Vice President - Operations of the Company; prior
thereto Mr. Stilgenbauer was Senior Vice President - Organizational Development
of the Company; prior thereto, Mr. Stilgenbauer was Vice President - Operations
for The Loewen Group; and prior thereto, he was the Senior Vice President -
Operations of Hook-SupeRx, Inc.
Information on compliance with Section 16(a) of the Exchange Act set forth in
the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance"
is contained in the Company's Proxy Statement for its 2001 Annual Meeting of
Shareholders, and is incorporated herein by reference.
ITEMS 11-13.
Information on executive compensation set forth in the section entitled
"Executive Compensation" and the tables therein, the number of shares
beneficially owned by each Director and by all Directors and Executive Officers
as a group set forth in the section entitled "Securities Ownership of
Management," and the table therein, and information on certain transactions with
management set forth in the section entitled "Certain Transactions" are
contained in the Company's Proxy Statement for its 2002 Annual Meeting of
Shareholders, and are incorporated herein by reference. Notwithstanding anything
to the contrary set forth herein or in any of the Company's previous filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
9
1934, as amended, that might incorporate future filings, including this Form
10-K, the sections entitled "Compensation Subcommittee Report on Executive
Compensation" and the Performance Graph, which are set forth in the Company's
Proxy Statement for its 2002 Annual Meeting of Shareholders, are not deemed to
be incorporated by reference in this Form 10-K.
PART IV
ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) 1 and 2 - All financial statements and schedules required to be filed
by Item 8 of this Form and included in this report have been listed
previously beginning on page 7. No additional financial statements or
schedules are being filed since the requirements of paragraph (d)
under Item 14 are not applicable to the Company.
(b) 3 - Exhibits. (see page 10)
(c) Reports on Form 8-K
During the fiscal quarter ended December 31, 2001, the Company filed no
reports on Form 8-K.
Exhibit
Number Description of Exhibit Filing Status
- ------ ---------------------- -------------
2.1 Stock Purchase Agreement dated July 1, 1997 by and among the Company and Shareholders
of U-Gene Research B.V. A
2.2 Escrow Agreement dated June 27, 1997 among the Company, Keating, Muething & Klekamp,
P.L.L., Bio-Medical Research Holdings, B.V., Utrechtse Particatiemaatschappij B.V., P.J. Morrison,
T.S. Schwarz, I.M. Hoepelman , Ph.K. Peterson, J. Remington, M. Rozenberg-Arska and
L.G.W. Sterkman A
2.3 Share Purchase Agreement dated July 2, 1997 by and among the Company and the Shareholders of
GMI Gescellschaft fur Angewandte Mathematick und Informatik mbH A
2.4 Stock Purchase Agreement dated February 11, 1998 by and among the Company
and the Shareholders of ACER/EXCEL Inc. B
2.5 Escrow Agreement dated February 11, 1998 among the Company, Tzuo-Yan Lee,
Jean C. Lee, Michael Minor, Conway Lee, Steven Lee, Jean C. Lee, as Trustee under
a Trust dated March 8, 1991 fbo Jennifer Lee, Citicorp Trust-South Dakota and The
Fifth Third Bank C
2.6 Registration Rights Agreement dated February 11, 1998 among the Company and
Tzuo-Yan Lee, Jean C. Lee, Michael Minor, Conway Lee, Steven Lee, Jean C. Lee, as Trustee under
a Trust dated March 8, 1991 fbo Jennifer Lee, Citicorp Trust-South Dakota C
2.7 Share Purchase Agreement dated December 23, 1998 by and among the Company and the Shareholders
of Research Consultants (International) Holdings Limited D
2.8 Escrow Agreement dated January 5, 1999 among the Company, John Glasby, Gillian
Gregory, Michael Roy Broomby and Peter Nightingale D
2.9 Option Agreement dated September 9, 1998 by and between the Company and Component
Software International, Inc. D
2.10 Notice of Option Exercise dated January 11, 1999 of the Option Agreement dated September 9, 1998 D
2.11 Multi-Year Strategic Services Agreement dated January 20,1999 by and between the
Company and Component Software International, Inc. D
2.12 Asset Purchase Agreement dated June 27, 1999 by and among the Company and the Shareholders of
10
Health Care Communications, Inc. F
2.13 Stock Purchase Agreement dated June 4, 1999 by and among the Company and the Shareholders of
ESCLI S.A. G
2.14 Asset Purchase Agreement dated July 13, 1999 by and among the Company and the Shareholders of
HCC Health Care Communications (1991), Ltd. G
2.15 Share Purchase Agreement dated August 31, 1999 by and among the Company and the Shareholder
of Specialist Monitoring Services Limited G
2.16 Escrow Agreement dated July 13, 1999 by and among the Company, Geoffrey H. Kalish, M.D.,
Bradley D. Kalish, Jill Kalish, and The Fifth Third Bank, as Escrow Agent I
2.17 Escrow Agreement dated August 31, 1999 by and among the Company, Paul Martin, and The
Fifth Third Bank, as Escrow Agent I
2.18 Units Purchase Agreement dated April 7, 2000 by and among the Company and the Shareholders of
SYNERmedica PTY Limited and SYNERmedica Unit Trust J
2.19 Stock Purchase Agreement dated February 27, 2001 by and among the Company and the Shareholders
of AAC Consulting Group, Inc. M
2(a) Asset Purchase Agreement dated January 29, 2002 among Kendle International Inc., Clinical and
Pharmacologic Research, Inc., Thomas S. Clark, M.D., Charles T. Clark, and E. Stuart Clark N
2(b) Convertible Subordinated Note, dated January 29, 2002 issued by Kendle International Inc. to Clinical
and Pharmacologic Research, Inc. N
3.1 Restated and Amended Articles of Incorporation A
3.2 Amended and Restated Code of Regulations A
3.3 Amendment of the Restated and Amended Articles of Incorporation to Increase the Authorized Shares E
4 Specimen Common Stock Certificate A
4.1 Shareholder Rights Agreement dated August 13, 1999 between the Company and The Fifth Third
Bank, as Rights Agent H
10.1 Amended and Restated Shareholders' Agreement dated June 26, 1997 A
10.2 Master Lease Agreement dated November 27, 1996 by and between the Company
and Bank One Leasing Corporation, as amended on April 18, 1997 A
10.6 Master Equipment Lease dated August 16, 1996 by and between the Company and
The Fifth Third Leasing Company A
10.7 Lease Agreement dated December 9, 1991 by and between the Company and Carew
Realty, Inc., as amended on December 30, 1991, March 18, 1996, October 8, 1996,
January 29, 1997, and February 16, 1999 D
10.8 Indemnity Agreement dated June 21, 1996 by and between the Company and Candace
Kendle Bryan A
10.9 Indemnity Agreement dated June 21, 1996 by and between the Company and Christopher
C. Bergen A
10.10 Indemnity Agreement dated June 21, 1996 by and between the Company and Timothy M.
Mooney A
10.11 Indemnity Agreement dated May 14, 1997 by and between the Company and Charles A. Sanders C
10.12 Indemnity Agreement dated May 14, 1997 by and between the Company and Philip E. Beekman C
10.13 Indemnity Agreement dated December 10, 1998 by and between the Company and Robert Buck D
10.14 Indemnity Agreement dated December 10, 1998 by and between the Company and Mary Beth Price D
10.17 Clinical Trial Service Agreement between the Company and G.D. Searle & Company
dated September 23, 1997 C
10.19 Amended and Restated Credit Agreement dated as of February 26, 1998 by and between
the Company and NationsBank, N.A. C
10.21 First Amendment to the Amended and Restated Credit Agreement dated as of
November 25, 1998 by and between the Company and NationsBank, N.A. D
10.22 Credit Agreement dated as of October 13, 2000 among the Company, the Several Lenders from Time
to Time Party Hereto, and Bank One, NA, as Agent K
10.20 MANAGEMENT CONTRACTS AND COMPENSATION PLANS
11
(a) 1995 Stock Option and Stock Incentive Plan A
(b) 1995 Stock Option and Stock Incentive Plan--Individual Stock Option Agreement
for Incentive Stock Option (contained in Exhibit 10.20(a)) A
(c) 1997 Stock Option and Stock Incentive Plan A
(d) Amendment to 1997 Stock Option and Stock Incentive Plan L
(d) Form of Protective Compensation and Benefit Agreement A
(e) 1998 Employee Stock Purchase Plan D
(f) 1997 Directors' Compensation Plan D
13 Annual Report to Shareholders for 2001 O
21 List of Subsidiaries O
23.1 Consent of PricewaterhouseCoopers LLP O
Filing
Status Description of Filing Status
- ------ ----------------------------
A Incorporated by reference to the Company's Registration Statement No.
333-30581 filed under the Securities Act of 1933
B Filed as an exhibit to the Company's Current Report on Form 8-K dated
November 13, 1997
C Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997
D Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998
E Incorporated by reference to the Company's Proxy Statement for its 1999
Annual Shareholders' Meeting
F Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999
G Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1999
H Incorporated by reference to the Company's filing on Form 8-A dated
September 7, 1999
I Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999
J Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2000
K Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2000
L Incorporated by reference to the Company's Proxy Statement for its 2000
Annual Shareholders' Meeting
M Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000
12
N Filed as an exhibit to the Company's Current Report on Form 8-K dated
January 29, 2002
O Filed herewith
13
SIGNATURES
Pursuant to the requirements of Section 13 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.
KENDLE INTERNATIONAL INC.
-------------------------
DATE SIGNED: April 1, 2002 /s/ Candace Kendle
-----------------------------------
Candace Kendle
Chairman and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Candace Kendle Chairman of the Board of April 1, 2002
- -------------------------------- Directors and Chief Executive
Candace Kendle Officer
/s/ Christopher C. Bergen President, Chief Operating April 1, 2002
- -------------------------------- Officer, Secretary and Director
Christopher C. Bergen
/s/ Timothy M. Mooney Executive Vice President, April 1, 2002
- -------------------------------- Chief Financial Officer,
Timothy M. Mooney Treasurer, Assistant Secretary
(Chief Accounting Officer) and
Director
/s/ Philip E. Beekman Director April 1, 2002
- --------------------------------
Philip E. Beekman
/s/ Robert R. Buck Director April 1, 2002
- --------------------------------
Robert R. Buck
/s/ Robert C. Simpson Director April 1, 2002
- --------------------------------
Robert C. Simpson
/s/ Donald C. Harrison, M.D. Director April 1, 2002
- --------------------------------
Donald C. Harrison, M.D.