================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 Commission file number 0-20713 EntreMed, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 58-1959440 - ------------------------ ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) Suite 200, 9610 Medical Center Drive, Rockville, MD 20850 - --------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301)217-9858 Securities registered pursuant to Section 12(g) of the Act: Title of Each Class Name of Exchange on Which Registered - -------------------------------------- ------------------------------------ Common Stock, Par Value $.01 Per Share Nasdaq National Market 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] As of March 25, 1999, 13,138,328 shares of common stock were outstanding and the aggregate market value of the shares of common stock held by non-affiliates was approximately $278,027,000. ================================================================================ EXPLANATORY NOTE: ----------------- Submitted solely to correct conformed copy of the manually signed signature pages. -2- SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) 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. ENTREMED, INC. By: /s/ John W. Holaday, Ph.D. --------------------------------- John W. Holaday, Ph.D., Chairman of the Board, President and Chief Executive Officer March 31, 1999 POWER OF ATTORNEY The Registrant and each person whose signature appears below hereby appoint John W. Holaday, Ph.D. as attorney-in-fact with full power of substitution, severally, to execute in the name and on behalf of the Registrant and each such person, individually and in each capacity stated below, one or more amendments to the annual report which amendments may make such changes in the report as the attorney-in-fact acting in the premises deems appropriate and to file any such amendment to the report with the Securities and Exchange Commission. SIGNATURE Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ John W. Holaday, Ph.D. Chairman of the Board and 3/31/99 - -------------------------- Chief Executive Officer John W. Holaday, Ph.D. (principal executive officer) /s/ R. Nelson Campbell Chief Financial Officer 3/31/99 - --------------------- (principal financial and R. Nelson Campbell accounting officer) /s/ John C. Thomas, Jr. Secretary/Treasurer 3/31/99 - ----------------------- John C. Thomas, Jr. -3- /s/ Donald S. Brooks Director 3/31/99 - -------------------- Donald S. Brooks /s/ Samuel R. Dunlap, Jr. Director 3/31/99 - ------------------------ Samuel R. Dunlap, Jr. /s/ Jerry Finkelstein Director 3/31/99 - -------------------- Jerry Finkelstein /s/ Lee F. Meier Director 3/31/99 - --------------- Lee F. Meier /s/ Mark C. M. Randall Director 3/31/99 - --------------------- Mark C. M. Randall /s/ Wendell M. Starke Director 3/31/99 - -------------------- Wendell M. Starke -4-