<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-05535
Prospectus Supplement No. 5, dated November 17, 1997
(To Prospectus dated April 1, 1997, as supplemented
on April 29, 1997, May 15, 1997, August 20, 1997
and November 12, 1997)
[AAI LOGO]
Applied Analytical Industries, Inc.
Common Stock
(par value $0.001 per share)
On November 14, 1997, the Company filed its Quarterly Report on Form
10-Q for the period ended September 30, 1997 with the Securities and Exchange
Commission. A copy of such Quarterly Report is attached.
<PAGE> 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-21185
APPLIED ANALYTICAL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-2687849
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5051 NEW CENTRE DRIVE, WILMINGTON, NC 28403
(Address of principal executive office) (Zip code)
(910) 392-1606
(Registrant's telephone number, including area code)
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
--- ---
The number of shares of the Registrant's common stock outstanding as of
November 7, 1997 was 16,293,407 shares.
<PAGE> 3
APPLIED ANALYTICAL INDUSTRIES, INC.
Table of Contents
The terms "Company", "Registrant" or "AAI" in this Form 10-Q include
Applied Analytical Industries, Inc. and its subsidiaries, except where the
context may indicate otherwise. The term "L.A.B." refers to L.A.B. Gesellschaft
fur pharmakologische Untersuchungen mbH & Co., which was acquired by the Company
as of December 31, 1996. Any item which is not applicable or to which the answer
is negative has been omitted.
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Statement of Income 3
Condensed Consolidated Balance Sheet 4
Condensed Consolidated Statement of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURES 11
EXHIBIT INDEX 12
2
<PAGE> 4
ITEM 1. FINANCIAL STATEMENTS (unaudited)
APPLIED ANALYTICAL INDUSTRIES, INC.
Condensed Consolidated Statement of Income
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
----------------------- -----------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales (includes related party
net sales of $881; $2,608; $4,228
and $7,575, respectively) $ 14,021 $ 10,396 $ 45,010 $ 31,170
Operating costs and expenses:
Cost of sales 7,994 4,194 23,051 13,010
Selling 2,268 1,448 5,932 4,575
General and administrative 4,022 2,016 11,237 6,672
Research and development 2,379 1,398 5,750 3,189
-------- -------- -------- --------
16,663 9,056 45,970 27,446
-------- -------- -------- --------
Income (loss) from operations (2,642) 1,340 (960) 3,724
Other income (expense):
Interest income 431 74 1,739 316
Other, net 63 (114) (273) (377)
-------- -------- -------- --------
494 (40) 1,466 (61)
-------- -------- -------- --------
Income (loss) before income taxes (2,148) 1,300 506 3,663
Provision (benefit) for income taxes (984) 501 177 1,468
-------- -------- -------- --------
Net income (loss) $ (1,164) $ 799 $ 329 $ 2,195
-------- -------- -------- --------
Earnings (loss) per share $ (0.07) $ 0.06 $ 0.02 $ 0.18
-------- -------- -------- --------
Weighted average shares
outstanding 16,519 13,484 16,457 12,444
-------- -------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 5
APPLIED ANALYTICAL INDUSTRIES, INC.
Condensed Consolidated Balance Sheet
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
-------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 26,714 $ 42,186
Accounts receivable 16,188 10,033
Work-in-progress 9,117 9,462
Prepaid and other current assets 5,616 6,357
-------- ---------
Total current assets 57,635 68,038
-------- ---------
Property and equipment, net 23,682 19,216
Goodwill and other intangibles 12,680 14,953
Other assets 2,676 2,271
-------- ---------
Total assets $ 96,673 $ 104,478
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt
and short-term debt $ 6,198 $ 2,092
Accounts payable 4,166 8,429
Customer advances 5,987 7,790
Accrued wages and benefits 3,590 5,127
Other accrued liabilities 4,254 8,845
-------- ---------
Total current liabilities 24,195 32,283
-------- ---------
Long-term debt 6,811 6,671
Other liabilities 1,099 1,529
Commitments and contingencies
Stockholders' equity:
Preferred stock -- --
Common stock 16 16
Paid-in capital 66,953 66,719
Retained earnings (deficit) (2,252) (2,591)
Stock subscriptions receivable (149) (149)
-------- ---------
Total stockholders' equity 64,568 63,995
-------- ---------
Total liabilities and stockholders' equity $ 96,673 $ 104,478
======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 6
APPLIED ANALYTICAL INDUSTRIES, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-----------------------
1997 1996
-------- --------
<S> <C> <C>
Net income $ 329 $ 2,195
Adjustments to reconcile to net cash provided
(used) by operating activities:
Depreciation and amortization 3,522 1,475
Other 501 39
Changes in assets and liabilities:
Trade and other receivables (6,353) (3,097)
Work-in-progress (187) 1,174
Prepaid and other assets, net 624 (2,112)
Accounts payable (3,935) 258
Customer advances (1,164) (882)
Other accrued liabilities (5,411) (54)
-------- --------
Net cash provided (used) by operating activities (12,074) (1,004)
-------- --------
Cash flows from investing activities:
Purchase of property and equipment (8,124) (5,070)
Other (40) 55
-------- --------
Net cash used by investing activities (8,164) (5,015)
-------- --------
Cash flows from financing activities:
Net proceeds (payments) short-term debt 4,078 (2,556)
Net proceeds (payments) long-term borrowings 653 (446)
Dividends -- (1,051)
Sale of common stock 63 44,829
-------- --------
Net cash provided (used) by financing activities 4,794 40,776
-------- --------
Net (decrease) increase in cash and cash equivalents (15,444) 34,757
Effect of exchange rate changes on cash (28) --
Cash and cash equivalents, beginning of period 42,186 13,081
-------- --------
Cash and cash equivalents, end of period $ 26,714 $ 47,838
-------- --------
Supplemental information, cash paid for:
Interest $ 424 $ 359
Income taxes $ 1,402 $ 1,393
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 7
APPLIED ANALYTICAL INDUSTRIES, INC.
Notes to Condensed Consolidated Financial Statements
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and
applicable Securities and Exchange Commission regulations for interim financial
information. These financial statements do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. It is presumed that users of this interim financial
information have read or have access to the audited financial statements for the
preceding fiscal year. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for fair presentation have
been included. Operating results for the interim periods presented are not
necessarily indicative of the results that may be expected for the full year.
2. EARNINGS PER SHARE
The weighted average shares used in the calculation of earnings per share for
1997 represents the weighted average shares outstanding plus the dilutive impact
of stock options. The shares used in the calculation of 1996 earnings per share
represent pro forma shares which take into consideration convertible preferred
stock and common stock options and awards issued during the twelve months
preceding July 1996.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, which establishes new standards for computing and presenting earnings per
share information. This statement will be effective for the Company's year-end
1997 financial statements and will require the restatement of all prior-period
earnings per share data presented; however, earlier application is not
permitted. The earnings per share data for 1997 will be the same as that
computed under the new standard, assuming dilution. The Company has not
determined the impact on prior-period data at this time.
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The Company's quarterly results have been and are expected to continue to be,
subject to fluctuations. Quarterly results can fluctuate as a result of a number
of factors, including the commencement, completion or cancellation of large
contracts, progress of ongoing contracts, recognition of licensing revenue,
potential acquisitions, the timing of start-up expenses for new facilities,
potential inefficiencies from increased staff levels to meet increased demand
for services and changes in the mix of services. Since a large percentage of the
Company's operating costs are relatively fixed, variations in the timing and
progress of large contracts or the recognition of licensing revenue (on projects
for which associated expense may have been recognized in prior periods) can
materially affect quarterly results. In addition, 1997 includes the operating
results of L.A.B., the European contract research organization which was
acquired by the Company on December 31, 1996. Accordingly, the Company believes
that comparisons of its quarterly financial results may not be meaningful.
RESULTS OF OPERATIONS - THIRD QUARTER 1997 COMPARED TO THIRD QUARTER 1996
Net sales for the third quarter of 1997 increased 35% to $14.0 million compared
to $10.4 million in 1996. The core fee-for-service revenues were $12.6 million
in 1997, up 25% from $10.1 million in 1996. The addition of L.A.B. was a major
contributing factor for this increase. Sales to related parties declined by 66%
in the third quarter of 1997 compared to third quarter of 1996 because certain
products had completed development in earlier periods. This sales volume was
replaced with a 22% increase in sales to outside customers.
Revenues from licensing and royalties were $1.4 million in 1997 compared to
$312,000 last year. The majority of the 1997 revenue, $880,000, was from
European dossier sales, mostly triggered by the approval of certain nifedipine
sustained release products in Germany. As previously disclosed, the Company had
suspended discussions on new license arrangements because of a potential
business combination transaction. This action had an adverse effect on both
second and third quarter 1997 results. The business combination discussions were
terminated midway through the third quarter and the Company has resumed normal
licensing activities.
Cost of sales as a percentage of net sales increased to 57.0% compared to 40.3%
last year. This increase is mostly attributable to the addition of L.A.B., which
has historically operated at lower margins compared to the domestic operations
of AAI. The Company has instituted changes at L.A.B. that are expected to
increase operating margins to be more in-line with domestic results. Operations
in the U.S. were negatively impacted by higher costs and inefficiencies in
certain areas because of increased staff levels. The Company has taken steps to
reallocate its resources to better meet client demand in future periods without
increasing costs or negatively impacting its research and development
activities.
7
<PAGE> 9
Selling expense as a percentage of net sales increased to 16.2% compared to
13.9% last year. The increase primarily resulted from additions at L.A.B., which
had significantly reduced its marketing activities prior to being acquired.
The Company also expanded its sales and marketing activities in Europe and Asia,
which should result in higher sales levels in future periods.
General and administrative expenses as a percentage of net sales increased to
28.7% in 1997 compared to 19.4% in 1996. The increase during 1997 is mainly
attributable to the inclusion of L.A.B.; increased spending on information
technology and unusual employee separation costs accrued in the third quarter.
Research and development expenses were $2.4 million in 1997 compared to $1.4
million in 1996. The Company has continued spending on internal development
projects in the U.S. and has supplemented its program with L.A.B.'s active
program in Europe. During the third quarter of 1997 spending on several products
was accelerated to advance these products into the clinical stages of
development. The Company expects to file two additional drug submissions in the
fourth quarter of 1997, as a result of this third quarter spending.
As previously mentioned, the Company terminated certain business combination
discussions during the third quarter of 1997. In relation to these discussions,
the company recognized a net credit of $400,000 in Other Income, representing a
$1 million payment made to its L.A.B. subsidiary and $600,000 of expenses
incurred by AAI. Additionally, the Company has also recognized approximately
$300,000 of impairment reserves, mostly attributable to the Company's decision
to divest certain previously disclosed commercial paper investments.
RESULTS OF OPERATIONS - NINE MONTHS 1997 COMPARED TO NINE MONTHS 1996
Net sales for the first nine months of 1997 increased 44% to $45.0 million
compared to $31.2 million in 1996. The core fee-for-service revenues were $41.6
million in 1997, up 39% from $29.9 million in 1996. The addition of L.A.B. was a
major contributing factor for this increase. Revenues from licensing and
royalties were $3.4 million in 1997 compared to $1.2 million last year.
Cost of sales as a percentage of net sales increased to 51.2% compared to 41.7%
last year. This increase is mostly attributable to the addition of L.A.B., which
has historically operated at lower margins compared to the domestic operations
of AAI and the operational inefficiencies discussed for the third quarter.
Selling expense as a percentage of net sales declined to 13.2% compared to 14.7%
last year. The decline primarily resulted from the addition of L.A.B. sales with
very little related selling expense. Prior to being acquired, L.A.B. had
significantly reduced its marketing activities. As discussed for the third
quarter, marketing activities have been expanded and further declines are not
expected.
8
<PAGE> 10
General and administrative expenses as a percentage of net sales increased to
25.0% in 1997 compared to 21.4% in 1996. The Company has continued its efforts
at controlling general and administrative expenses in line with overall growth.
The increase during 1997 is mainly attributable to the inclusion of L.A.B.;
increased spending on information technology and certain other charges during
the third quarter.
Research and development expenses were $5.8 million in 1997 compared to $3.2
million in 1996. The Company has continued spending on internal development
projects in the U.S. and has supplemented its program with L.A.B.'s active
program in Europe. As discussed for the third quarter, spending on several
products was accelerated to advance these products into the clinical stages of
Development. The Company expects to file two additional drug submissions in the
fourth quarter of 1997, as a result of this third quarter spending.
Other Income increased in 1997 compared to 1996 as a result of higher cash
balances generating more interest income, in addition to the items discussed for
the third quarter.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its business through operating cash flows,
proceeds from borrowings and the issuance of equity securities. Working capital
was approximately $33.4 million at September 30, 1997 compared to approximately
$35.8 million at December 31, 1996. Additionally, the Company has available an
unused $20 million credit facility to supplement its liquidity needs.
Capital expenditures were approximately $8.1 million during the first nine
months of 1997 compared to approximately $5.1 million during the same period
last year. The Company anticipates total capital expenditures for 1997 of
approximately $10 million.
AAI expects to continue expanding its operations through internal growth and
strategic acquisitions. Such activities may be funded from existing cash and
cash equivalents, cash flow from operations and borrowings. The Company believes
that such sources of cash will be sufficient to fund operations and capital
obligations for the current and foreseeable future and to pay existing debt as
it becomes due. Although the Company has no present acquisition agreements or
arrangements, there may be future acquisition or growth opportunities that
require additional external financing for which the Company may from
time-to-time seek to obtain funds through the public or private issuance of
equity or debt securities. There can be no assurances that such financing will
be available on terms acceptable to the Company.
9
<PAGE> 11
FORWARD-LOOKING STATEMENTS
This quarterly report may contain certain forward-looking statements, within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that are based on the
Company's belief and assumptions, as well as information currently available to
the Company. When used herein, the words "anticipate," "estimate," "expect," and
similar expressions may identify forward-looking statements. Although the
Company believes that the expectations reflected in any such forward-looking
statements are reasonable, there can be no assurance that such expectations will
prove to be correct. Any such statements are subject to certain risks and
uncertainties. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results, performance or
financial condition may vary materially from those anticipated, estimated or
expected. Key factors that may have a direct bearing on the Company's results,
performance and financial condition include, but are not limited to, the
Company's dependence on and effect of government regulations; its management of
growth and acquisition risks, including its integration of acquired operations;
the level of outsourcing of research, development and testing activities in the
pharmaceutical and biotechnology industries; its dependence on key personnel;
and its dependence on third-party marketing and distribution of internally
developed drugs.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
In 1996, the Company completed the sale of 3,105,000 shares of common stock
through an offering filed on Registration Statement Form S-1 (No. 333-5535)
which became effective on September 19, 1996. The net offering proceeds to the
Company after underwriting discounts and other expenses, as previously
disclosed in the Company's Form SR filings, was $44,793,000. A reasonable
estimate for the application of such proceeds is described below. Such
information represents cumulative totals through the reporting date of this
periodic report and all amounts, unless indicated otherwise, are for direct or
indirect payments to others.
Construction of plant, building and facilities $ 2,772,000
Purchase and installation of machinery and equipment $ 8,448,000
Repayment of indebtedness $ 748,000
Working capital $ 5,175,000
Research and development $ 6,918,000
Temporary investments (short-term, investment grade,
interest bearing) $20,732,000
$44,793,000
10
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
EXHIBITS:
A list of the exhibits required to be filed as part of this Report on Form 10-Q
is set forth in the "Exhibit Index", which immediately precedes such exhibits,
and is incorporated herein by reference.
REPORTS ON FORM 8-K:
None filed during the quarter ended September 30, 1997.
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.
APPLIED ANALYTICAL INDUSTRIES, INC.
Date: November 14, 1997 By: /s/ FREDERICK D. SANCILIO
---------------------------------
Frederick D. Sancilio, Ph.D.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 1997 By: /s/ STEPHEN F. RIZZO
---------------------------------
Stephen F. Rizzo
Vice President and Controller
(Principal Accounting Officer)
11
<PAGE> 13
APPLIED ANALYTICAL INDUSTRIES, INC.
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
3.1 - Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996)
3.2 - Restated By-laws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (Registration No. 333-5535))
4.1 - Articles Fourth, Seventh, Eleventh and Twelfth of the form
of Amended and Restated Certificate of Incorporation of the
Company (included in Exhibit 3.1)
4.2 - Article II of the form of Restated By-laws of the Company
(included in Exhibit 3.2)
4.3 - Specimen Certificate for shares of Common Stock, $.001 par
value, of the Company (incorporated by reference to Exhibit
4.3 to the Company's Registration Statement on Form S-1
(Registration No. 333-5535))
10.1 - Employment Agreement dated November 17, 1995 between the
Company and Frederick D. Sancilio (incorporated by reference
to Exhibit 10.1 to the Company's Registration Statement on
Form S-1 (Registration No. 333-5535))
10.2 - Applied Analytical Industries, Inc. 1995 Restricted Stock
Award Plan (incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-1 (Registration No.
333-5535))
10.3 - Applied Analytical Industries, Inc. 1995 Stock Option Plan
(incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-1 (Registration No.
333-5535))
10.4 - Applied Analytical Industries, Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (Registration No.
333-5535))
10.5 - Applied Analytical Industries, Inc. 1997 Stock Option Plan
10.6 - Stockholder Agreement dated as of November 17, 1995 among
the Company, GS Capital Partners II, L.P., GS Capital Partners
II Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH,
Stone Street Fund 1995, L.P., Bridge Street Fund 1995, L.P.,
Noro-Moseley Partners III, L.P., Wakefield Group Limited
Partnership, James L. Waters, Frederick D. Sancilio and the
parties listed on Schedule 1 thereto (incorporated by
reference to Exhibit 10.5 to the Company's Registration
Statement on Form S-1 (Registration No. 333-5535))
12
<PAGE> 14
EXHIBIT
NO. DESCRIPTION
--- -----------
10.7 - Preferred Stock Purchase Agreement dated as of November 17,
1995 among the Company, GS Capital Partners II, L.P., GS
Capital Partners II Offshore, L.P., Goldman, Sachs & Co.
Verwaltungs GmbH, Stone Street Fund 1995, L.P., Bridge Street
Fund 1995, L.P., Noro-Moseley Partners III, L.P., Wakefield
Group Limited Partnership and James L. Waters (incorporated by
reference to Exhibit 10.6 to the Company's Registration
Statement on Form S-1 (Registration No. 333-5535))
10.8 - Loan Agreement dated as of December 21, 1992 between
NationsBank, N.A. and the Company, together with the First
Amendment and Second Amendment thereto and agreement extending
the term thereof (incorporated by reference to Exhibit 10.7 to
the Company's Registration Statement on Form S-1 (Registration
No. 333-5535))
10.9 - Loan Agreement dated as of November 1, 1988 between the
Company and The New Hanover County Industrial Facilities and
Pollution Control Financing Authority (incorporated by
reference to Exhibit 10.8 to the Company's Registration
Statement on Form S-1 (Registration No. 333-5535))
10.10 - Letter of Credit Reimbursement Agreement dated November 1,
1988 between NationsBank, N.A. (formerly, NCNB National Bank
of North Carolina) and the Company, as amended (incorporated
by reference to Exhibit 10.9 to the Company's Registration
Statement on Form S-1 (Registration No. 333-5535))
10.11 - Lease Agreement dated as of March 7, 1994 between 5051 New
Centre Drive, L.L.C., as landlord, and the Company, as tenant
(incorporated by reference to Exhibit 10.10 to the Company's
Registration Statement on Form S-1 (Registration No.
333-5535))
10.12 - Lease Agreement dated as of December 23, 1993 between I-40
Properties, as landlord, and the Company, as tenant
(incorporated by reference to Exhibit 10.11 to the Company's
Registration Statement on Form S-1 (Registration No.
333-5535))
10.13 - Development Agreement dated as of April 25, 1994 between the
Company and Endeavor Pharmaceuticals Inc. (formerly, GenerEst,
Inc.) (incorporated by reference to Exhibit 10.12 to the
Company's Registration Statement on Form S-1 (Registration No.
333-5535))
10.14 - Development Agreement dated as of April 4, 1995 between the
Company and Aesgen, Inc. (incorporated by reference to Exhibit
10.13 to the Company's Registration Statement on Form S-1
(Registration No. 333-5535))
13
<PAGE> 15
EXHIBIT
NO. DESCRIPTION
--- -----------
10.15 - Loan Agreement dated as of December 30, 1996 between
NationsBank, N.A. and the Company (incorporated by reference
to Exhibit 10.14 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996)
10.16 - Registration Rights Agreement dated as of November 17, 1995
among the Company, GS Capital Partners II, L.P., Wakefield
Group Limited Partnership, James L. Waters, Frederick D.
Sancilio and the parties listed on Schedule 1 thereto
(incorporated by reference to Exhibit 10.16 to Post-effective
Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Registration No. 333-5535))
10.17 - Underwriting Agreement dated September 19, 1996 between the
Company and Goldman Sachs & Co., Cowen & Company and Lehman
Brothers, Inc., as representatives of the underwriters listed
on Schedule 1 thereto (incorporated by reference to Exhibit
10.17 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996)
27 - Financial Data Schedule (for SEC use only)
14
