AMENDED TO INCLUDE 1996 & 1997 RECALCULATION OF EPS ON THE
ATTACHED FINANCIAL DATA SCHEDULE (EXHIBIT 27-1 AND 27-2)
United States
Securities and Exchange Commission
Washington D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required) For the
Fiscal Year Ended December 31, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (Fee Not Required) For
the Transition Period From _________ to __________.
Commission File Number: 0-28402
ARADIGM CORPORATION
California 94-3133088
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26219 Eden Landing Road, Hayward, CA 94545
(Address of principal executive offices)
Registrant's telephone number, including area code:
(510) 783-0100
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 January 30, 1998, there were 10,632,133 shares of
common stock outstanding. The aggregate market value of
voting stock held by non-affiliates of the Registrant was
approximately $47,846,983 based upon the closing price of the
common stock on January 30, 1998 on The Nasdaq Stock Market.
Shares of common stock held by each officer, director and
holder of five percent 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 is not
necessarily a conclusive determination for other purposes.
PART IV
Item 14.EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS
ON FORM 8-K
(a)(1)Financial Statements.
Included in Part II of this Report: Page in Form 10-K
Report of Ernst & Young LLP, Independent Auditors 36
Balance Sheets --- December 31, 1997 and 1996 37
Statements of Operations ---
Years ended December 31, 1997, 1996, and 1995 38
Statements of Shareholders' Equity ---
Years ended December 31, 1997, 1996 and 1995 39
Statements of Cash Flows ---
Years ended December 31, 1997, 1996 and 1995 40
Notes to Financial Statements 41
(2) Financial Statement Schedules.
None.
(3) Exhibits.
3.1 (1) Amended and Restated Articles of Incorporation
of the Company.
3.2 (1) Bylaws of the Company
4.1 Reference is made to Exhibits 3.1 and 3.2
4.2 (1) Specimen stock certificate
4.3 (1) Amended and Restated Investor Rights Agreement,
dated December 22, 1995, among the Company and
certain of its shareholders
10.1 (1) (2) Form of Indemnity Agreement between the
Registrant and each of its directors and
officers
10.2 (1) (2) The Company's Equity Incentive Plan, as
amended (the "Equity Incentive Plan")
10.3 (1) (2) Form of the Company's Incentive Stock
Option Agreement under the Equity Incentive
Plan
10.4 (1) (2) Form of the Company's Nonstatutory Stock
Option Agreement under the Equity Incentive
Plan
10.5 (1) (2) Form of the Company's Non-Employee
Directors' Stock Option Plan
10.6 (1) (2) Form of the Company's Nonstatutory Stock
Option Agreement under the Non-Employee
Directors' Stock Option Plan
10.7 (1) (2) Form of the Company's Employee Stock
Purchase Plan
10.8 (1) (2) Form of the Company's Employee Stock
Purchase Plan Offering Document
10.9 (1)Lease Agreement for the property located at
26219 Eden Landing Road, Hayward, California,
dated November 1992 and amended November 29,
1994, between the Company and Hayward Point
Eden I Limited Partnership
10.9a (5) Second Amendment to Lease, dated December
22, 1997, between the Company and Hayward Point
Eden I Limited Partnership
10.9b (5) Third Amendment to Lease, dated January
28, 1998, between the Company and Hayward Point
Eden I Limited Partnership
10.10 (5) Lease Agreement for the property located
at 26224 Executive Place, Hayward, California,
dated January 28, 1998, between the Company and
Hayward Point Eden I Limited Partnership
10.11 (1) Lease Agreement for the property located
at 3930 Point Eden Way, Hayward, California,
dated February 21, 1996, between the Company
and Hayward Point Eden I Limited Partnership
10.11a (5) First Amendment to Lease, dated June 10,
1996, between the Company and Hayward Point
Eden I Limited Partnership
10.11b (5) Second Amendment to Lease, dated December
22, 1997, between the Company and Hayward Point
Eden I Limited Partnership
10.11c (5) Third Amendment to Lease, dated January
28, 1998, between the Company and Hayward Point
Eden I Limited Partnership
10.12 (1) (2)Stock Purchase Agreement and related
agreements, including Promissory Note, dated
May 19, 1994, between the Company and Richard
P. Thompson
10.13 (1) (2)Stock Purchase Agreement and related
agreements, including Promissory Note, dated
May 23, 1995, between the Company and R. Ray
Cummings
10.14 (1) (2)Note Agreement and Promissory Note Secured
by Deed of Trust, dated May 1, 1995, between
the Company and R. Ray Cummings
10.15 (1) (2)Promissory Note, dated October 26, 1995,
between the Company and Igor Gonda
10.16 (1) (2)Promissory Note, dated December 27, 1995,
between the Company and Igor Gonda
10.17 (1) Master Lease Agreement and Warrant,
between the Company and Comdisco, Inc., dated
June 9, 1995
10.18 (3)(4) Product Development and Commercialization
Agreement between the Company and SmithKline
Beecham PLC
10.19 (3)(4) Stock Purchase Agreement between the
Company and SmithKline Beecham PLC
10.20 (5) Lease Agreement for the property located
at 3911 Trust Way, Hayward, California, dated
March 17, 1997, between the Company and Hayward
Point Eden I Limited Partnership
10.20a (5) First Amendment to Lease, dated December
22, 1997, between the Company and Hayward Point
Eden I Limited Partnership
10.20b (5) Second Amendment to Lease, dated January
28, 1998, between the Company and Hayward Point
Eden I Limited Partnership
10.21 (5) Lease Agreement for the property located
in Phase V of the Britannia Point Eden Business
Park in Hayward, California, dated January 28,
1998, between the Company and Britannia Point
Eden, LLC
23.1 (5)Consent of Ernst & Young L.L.P., Independent
Auditors. Reference is made to page 57.
24.1 (5)Power of Attorney. Reference is made to page
54.
27.1 Financial Data Schedule for the year ended December
31, 1997.
27.2 Restated Financial Data Schedule for the year ended
December 31, 1996.
****************************
(1)Incorporated by reference to the indicated exhibit
in the Company's Registration Statement on Form S-1
(No. 333-4236), as amended.
(2) Represents a management contract or compensatory plan or
arrangement.
(3) Incorporated by reference to the Company's Form 8-K filed
on November 11, 1997.
(4) Confidential treatment requested.
(5) Previously filed with the Form 10-K filed on March 24,
1998.
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 its behalf by the
undersigned, thereunto duly authorized, in the City of
Hayward, State of California, on the 31st day of March, 1998.
ARADIGM CORPORATION
By/s/ Richard P. Thompson*
Richard P. Thompson
President and Chief Executive
Officer
Pursuant to the requirements of the Securities and Exchange
Act of 1934, this Report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature/Title Date
/s/Richard P. Thompson* March 31, 1998
Richard P. Thompson
President, Chief Executive Officer
and Director (Principal Executive Officer)
/s/Mark A. Olbert March 31, 1998
Mark A. Olbert
Vice President, Finance and Administration
and Chief Financial Officer(Principal
Financial and Accounting Officer)
/s/Reid M. Rubsamen, M.D.* March 31, 1998
Reid M. Rubsamen, M.D
Vice President, Medical Affairs, Secretary
and Director
/s/Jared A. Anderson, Ph.D.* March 31, 1998
Jared A. Anderson, Ph.D.
Director
/s/Ross A. Jaffe, M.D.* March 31, 1998
Ross A. Jaffe, M.D.
Director
/s/Burton J. McMurtry, Ph.D.* March 31, 1998
Burton J. McMurtry, Ph.D.
Director
/s/Gordon W. Russell* March 31, 1998
Gordon W. Russell
Director
/s/Fred E. Silverstein, M.D.* March 31, 1998
Fred E. Silverstein, M.D.
Director
/s/Virgil D. Thompson* March 31, 1998
Virgil D. Thompson
Director
* By: /s/ Mark A. Olbert
Mark A. Olbert
As Attorney-in-Fact
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 15517
<SECURITIES> 8788
<RECEIVABLES> 261
<ALLOWANCES> 0
<INVENTORY> 520
<CURRENT-ASSETS> 25495
<PP&E> 4417
<DEPRECIATION> 0
<TOTAL-ASSETS> 30294
<CURRENT-LIABILITIES> 9496
<BONDS> 0
0
0
<COMMON> 54976
<OTHER-SE> (490)
<TOTAL-LIABILITY-AND-EQUITY> 30294
<SALES> 0
<TOTAL-REVENUES> 3685
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 19464
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (234)
<INCOME-PRETAX> (14684)
<INCOME-TAX> 0
<INCOME-CONTINUING> (14684)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14684)
<EPS-PRIMARY> (1.43)
<EPS-DILUTED> (1.43)
[LEGEND]
EPS PRIMARY REPRESENTS BASIC NET LOSS PER SHARE
[/LEGEND]
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
*****RESTATED 1996 FINANCIAL DATA SCHEDULE*****
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 18,553,831
<SECURITIES> 9,979,776
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,982,382
<PP&E> 2,164,351
<DEPRECIATION> (711,383)
<TOTAL-ASSETS> 30,733,191
<CURRENT-LIABILITIES> 2,496,849
<BONDS> 0
0
0
<COMMON> 49,821,157
<OTHER-SE> (791,044)
<TOTAL-LIABILITY-AND-EQUITY> 30,733,191
<SALES> 0
<TOTAL-REVENUES> 730,000
<CGS> 0
<TOTAL-COSTS> 10,938,886
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,075
<INCOME-PRETAX> (9,082,161)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,082,161)
<EPS-PRIMARY> (1.49)
<EPS-DILUTED> (1.49)
[LEGEND]
EPS PRIMARY REPRESENTS BASIC NET LOSS PER SHARE
[/LEGEND]
</TABLE>
