UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1996 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 0-27410
INTERCARDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-1924222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 14287
3200 East Highway 54
Cape Fear Building, Suite 300
Research Triangle Park , North Carolina 27709
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 919-558-8688
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock ($.001
par value 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]
The aggregate market value of the voting stock held by non-affiliates
of the registrant based upon the closing price of the Common Stock on December
17, 1996, on the NASDAQ National Market System was approximately $55,059,000 as
of such date. Shares of Common Stock held by each executive officer and director
and by each person who owns 10% or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status may not be conclusive for other purposes.
As of December 17, 1996, the registrant had outstanding 6,740,603
shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for the 1997 Annual Meeting
of Stockholders are incorporated herein by reference into Part III.
1
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following Financial Statements, Financial Statement
Schedules and Exhibits are filed as part of this report or
incorporated herein by reference:
(1) Financial Statements.
See Index to Consolidated Financial Statements on
page F-1 of the Company's Annual Report on Form 10-K
for the year ended September 30, 1996, as originally
filed on December 20, 1996 (the "Form 10-K").
(2) Financial Statement Schedules.
All financial statement schedules for which
provision is made in Regulation S-X are omitted
because they are not required under the related
instructions, are inapplicable, or the required
information is given in the financial statements,
including the notes thereto and, therefore, have been
omitted.
(3) Exhibits.
Exhibit No. Description
3.1(a) Certificate of Incorporation, as currently in effect.
3.2(a) Bylaws, as currently in effect.
4.1(a) Form of Common Stock certificate
10.1(a) Form of Intercardia, Inc. Investors' Rights Agreement.
10.2(a) Letter of Understanding between Cardiovascular
Pharmacology Engineering and Consultants, Inc. and the
VA Cooperative Studies Program, dated
March 18, 1994; related Memorandum of Agreement for
Conduct of the Trial "Beta-Blocker Evaluation of
Survival Trial"; and related Agreement No. 1 Y01HC
402004-00, dated September 8, 1994, as amended.
10.3(a)* Agreement between Bristol-Myers Squibb Company and
Cardiovascular Pharmacology Engineering and
Consultants, Inc., dated December 6, 1991, as amended.
10.4(a)* License Agreement between Duke University and Aeolus
Pharmaceuticals, Inc., dated July 21, 1995.
10.5(a) Consulting Agreement between Myocor, Inc. and
Intercardia, Inc., dated October 1, 1994.
10.6(a) Employment Agreement between Clayton I. Duncan and
Intercardia, Inc., dated January 3, 1995, as amended.
10.7(a) Acquisition Agreement relating to the acquisition by
Intercardia, Inc. of 80% of CPEC, dated May 13, 1994,
as amended.
10.8 Intercardia, Inc. 1994 Stock Option Plan, as amended.
10.9(a) Office Lease between Highwoods/Forsyth Limited
Partnership and Intercardia,Inc.,
dated April 24, 1995.
10.10(a) Master Equipment Lease between Phoenix Leasing Incorporated
and Intercardia, Inc., dated June 12 1995, and related
Sublease and Acknowledgement of Assignment to
Aeolus Pharmaceuticals, Inc.
10.11(a)* Development and Marketing Collaboration and License
Agreement between Astra Merck Inc., Intercardia, Inc.
and CPEC, Inc., dated December 4, 1995.
10.12(b) Intercardia, Inc. 1995 Employee Stock Purchase Plan.
10.13(a) Employment Agreement between David P. Ward, M.D. and
Intercardia, Inc., dated November 1, 1995.
10.14(a) Employment Agreement between Richard W. Reichow and
Intercardia, Inc., dated November 1, 1995.
10.15(a) Intercompany Services Agreement between Interneuron
Pharmaceuticals, Inc. and Intercardia, Inc., dated
December 4, 1995.
10.16(a) Tax Allocation Agreement between Interneuron
Pharmaceuticals, Inc. and Intercardia, Inc., dated
December 4, 1995.
10.17(a) Letter regarding Intercardia's right of first refusal
with respect to CPEC stock, dated January 18, 1996.
10.18(b) Development Agreement between Global Pharm, Inc.,
Intercardia, Inc. and CPEC, Inc., dated January 26,
1996.
10.19(b) Lease Amendment Number One, dated March 6, 1996, to
Office Lease between Highwoods/Forsyth Limited
Partnership and Intercardia, Inc.
10.20(c)* Agreement for Feasibility Study, Amendment Number One
thereto, and related License Agreement, each dated
April 15, 1996, among Jago Pharma AG, Jagotec AG,
Intercardia, Inc. and CPEC, Inc.
10.21* Agreement among Intercardia, Inc., CPEC, Inc. and
Knoll AG dated December 19, 1996.
11.1(d) Statement Re Computation of Earnings Per Share.
23.1(d) Consents of Coopers & Lybrand L.L.P.
27.1(d) Financial Data Schedule.
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* Confidential treatment requested.
(a) Incorporated by reference to the similarly numbered Exhibit to the
Registrant's
Registration Statement on Form S-1 (File No. 333-08209).
(b) Incorporated by reference to the similarly numbered Exhibit to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995.
(c) Incorporated by reference to the similarly numbered Exhibit to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.
(d) Incorporated by reference to the similarly numbered Exhibit to the
Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERCARDIA, INC.
Date: March 6, 1997 By: /s/RICHARD W. REICHOW
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Senior Vice President, Chief
Financial Officer and Treasurer