<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-05535
Prospectus Supplement No. 3, dated August 20, 1997
(To Prospectus dated April 1, 1997, as supplemented
on April 29, 1997 and May 15, 1997)
[AAI LOGO]
Applied Analytical Industries, Inc.
COMMON STOCK
(PAR VALUE $0.001 PER SHARE)
On August 12, 1997, the Company issued a press release reporting
certain financial and other information for the quarter ended June 30, 1997. A
copy of such press release is attached. On August 14, 1997, the Company filed
its Quarterly Report on Form 10-Q for the period ended June 30, 1997. A copy of
such report is attached.
<PAGE> 2
[AAI Logo] 1206 North 23rd Street
Wilmington, NC 28105
910.251.6700
800.575.4AAI
Fax: 910.251.6755
FOR: Applied Analytical Industries, Inc.
CONTACTS: Mark P. Colonnese
Vice President and
Chief Financial Officer
Kay Thompson
Investor Relations Manager
Applied Analytical Industries, Inc.
910/392.1606
APPLIED ANALYTICAL INDUSTRIES, INC. (AAI) ANNOUNCES SECOND
QUARTER 1997 FINANCIAL RESULTS
Wilmington, North Carolina, August 12, 1997 -- Applied Analytical
Industries, Inc. (Nasdaq: AAII) today announced financial results for the second
quarter and six months ended June 30, 1997.
Net sales for the second quarter of 1997 rose 45% to $15.8 million from
net sales of $10.8 million reported in the second quarter of 1996. Net income
for the second quarter of 1997 was $0.6 million, or $0.04 per share, versus a
comparable figure of $0.7 million, or $0.06 per share, for the same period a
year ago. The per share comparison was impacted by a 38% increase in the number
of shares outstanding, to 16.4 million in 1997, as a result of the Company's
initial public offering in September 1996. Quarterly net sales of the Company's
core fee-
-1-
<PAGE> 3
for-service business increased 44% to $15.2 million in 1997 from $10.6 million
for the same period of 1996. While licensing revenues for the current quarter
were $0.6 million, up 108% from the $0.3 million in 1996, they were
significantly lower than first quarter licensing revenues due to an agreement
with a third party to suspend new licensing activities pending merger
discussions.
Dr. Frederick Sancilio, AAI Chairman and Chief Executive Officer,
stated that AAI had been engaged in discussions with a substantially larger
third party concerning a potential business combination transaction. At the
request of the third party, AAI suspended new licensing arrangements during the
second quarter which had an adverse effect on second quarter results. The
Company received a $1 million payment from the third party, in part, as
consideration for the loss of earnings associated with that suspension, the
related disruption to normal business activities and related expenses. The
business combination discussions with the third party have been terminated and
the Company expects to take the entire payment into income in the third quarter,
although a portion of that income will be offset by related expenses. The second
quarter results do not include any part of that payment. The Company intends to
reinitiate new licensing activities in the third quarter.
For the six months ended June 30, 1997 net sales were $31.0 million, an
increase of 49% from the net sales of $20.8 million reported for 1996. Net
income was $1.5 million, or $.09 per share, versus $1.4 million, or $.12 per
share
-2-
<PAGE> 4
in the first half of 1996. Net sales of the Company's fee-for-service business
increased by 45% to $28.9 million in 1997 from $19.8 million in 1996. Licensing
revenues in 1997 increased 129% to $2.1 million versus licensing revenues of
$0.9 in 1996.
The Company received two product approvals in the second quarter. AAI
received marketing approval from the FDA for the Company's ANDA for an
ophthalmic product. In addition, the Company's German subsidiary received
marketing approval for a generic nifedipine sustained release product. The
Company is also expecting approval of a client's hormone replacement therapy
product, which could generate contract-manufacturing revenues commencing in the
second half of this year. Dr. Sancilio commented that these approvals "reflect
the Company's commitment to its dual business approach leveraging its
fee-for-service expertise." He added, "Research and development spending
increased 86% over the comparable prior year period. We believe that future
earnings will be positively impacted by this increased R & D investment."
During the second quarter, the Company completed negotiations for a
service contract with anticipated revenues of approximately $20 million. The
Company anticipates that this services agreement will significantly contribute
to revenues during the next 18 months. Additionally, AAI reached agreement with
another major pharmaceutical company for a development project with significant
royalty potential, as well as a bonus for timely completion of the project.
-3-
<PAGE> 5
AAI management has been strengthened by hiring Werner Gorlich as
General Manager of AAI/LAB in Europe, and Joachim Rexhaus as Head of
Administration for Europe.
Founded seventeen years ago, AAI is a leading pharmaceutical contract
research and development organization (CRO) providing product development and
support services to the pharmaceutical and biotechnology industries. The Company
offers seamless outsourcing through integrated pharmaceutical services.
Additionally, through its own internal drug development program, AAI leverages
its expertise to generate revenue by licensing internally developed drugs and
drug technologies to pharmaceutical client companies worldwide.
Information in this press release contains certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements involve risks and
uncertainties that could cause actual results to differ materially, including
without limitation, the ability of acquired businesses to be integrated with
AAI's operations, actual operational performance, the ability to maintain large
client contracts or to enter into new contracts, and other items that may cause
the actual results to differ materially which are discussed in the Company's
recent Form 10-Q for the quarter ended December 31, 1997, its registration
statement on Form S-1, as amended, and other filings with the Securities and
Exchange Commission.
Table to follow
-4-
<PAGE> 6
APPLIED ANALYTICAL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------- ----------------------
1997 1996 1997 1996
------- ------- ------- --------
<S> <C> <C> <C> <C>
Net sales $15,767 $10,849 $30,989 $ 20,774
Operating costs and expenses:
Cost of sales 7,566 4,697 15,057 8,815
Selling 1,829 1,583 3,664 3,127
General and administrative 3,808 2,383 7,215 4,656
Research and development 1,753 940 3,371 1,792
------- ------- ------- --------
14,956 9,603 29,307 18,390
------- ------- ------- --------
Income from operations 811 1,246 1,682 2,384
Other income (expense), net 340 8 972 (21)
------- ------- ------- --------
Income before income taxes 1,151 1,254 2,654 2,363
Provision for income taxes 568 513 1,161 967
------- ------- ------- --------
Net income $ 583 $ 741 $ 1,493 $ 1,396
------- ------- ------- --------
Earnings per share $ 0.04 $ 0.06 $ 0.09 $ 0.12
------- ------- ------- --------
Weighted average shares outstanding 16,417 11,918 16,429 11,918
------- ------- ------- --------
</TABLE>
-5-
<PAGE> 7
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 June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT TO 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 August
8, 1997 was 16,289,002 shares.
<PAGE> 8
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURES 11
EXHIBIT INDEX 12
2
<PAGE> 9
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 Six months ended
June 30, June 30,
-------------------------- --------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales (includes related party
net sales of $1,372; $2,665;
$3,348 and $4,968, respectively) $ 15,767 $ 10,849 $ 30,989 $ 20,774
Operating costs and expenses:
Cost of sales 7,566 4,697 15,057 8,815
Selling 1,829 1,583 3,664 3,127
General and administrative 3,808 2,383 7,215 4,656
Research and development 1,753 940 3,371 1,792
-------- -------- -------- --------
14,956 9,603 29,307 18,390
-------- -------- -------- --------
Income from operations 811 1,246 1,682 2,384
Other income (expense):
Interest income 653 74 1,308 219
Other, net (313) (66) (336) (240)
-------- -------- -------- --------
340 8 972 (21)
-------- -------- -------- --------
Income before income taxes 1,151 1,254 2,654 2,363
Provision for income taxes 568 513 1,161 967
-------- -------- -------- --------
Net income $ 583 $ 741 $ 1,493 $ 1,396
-------- -------- -------- --------
Earnings per share $ 0.04 $ 0.06 $ 0.09 $ 0.12
-------- -------- -------- --------
Weighted average shares
outstanding 16,417 11,918 16,429 11,918
-------- -------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 10
APPLIED ANALYTICAL INDUSTRIES, INC.
Condensed Consolidated Balance Sheet
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
--------- ---------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 27,800 $ 42,186
Accounts receivable 17,429 10,033
Work-in-progress 8,995 9,462
Prepaid and other current assets 6,546 6,357
--------- ---------
Total current assets 60,770 68,038
--------- ---------
Property and equipment, net 22,480 19,216
Goodwill and other intangibles 12,937 14,953
Other assets 2,379 2,271
--------- ---------
Total assets $ 98,566 $ 104,478
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt
and short-term debt $ 6,144 $ 2,092
Accounts payable 4,201 8,429
Customer advances 5,903 7,790
Accrued wages and benefits 3,397 5,127
Other accrued liabilities 5,169 8,845
--------- ---------
Total current liabilities 24,814 32,283
--------- ---------
Long-term debt 7,029 6,671
Other liabilities 1,092 1,529
Commitments and contingencies
Stockholders' equity:
Preferred stock -- --
Common stock 16 16
Paid-in capital 66,866 66,719
Retained earnings (deficit) (1,102) (2,591)
Stock subscriptions receivable (149) (149)
--------- ---------
Total stockholders' equity 65,631 63,995
--------- ---------
Total liabilities and stockholders' equity $ 98,566 $ 104,478
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 11
APPLIED ANALYTICAL INDUSTRIES, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
---------------------------
1997 1996
--------- --------
<S> <C> <C>
Net income $ 1,493 $ 1,396
Adjustments to reconcile to net cash provided
(used) by operating activities:
Depreciation and amortization 2,213 939
Other 174 24
Changes in assets and liabilities:
Trade and other receivables (7,575) (3,345)
Work-in-progress (47) 336
Prepaid and other assets, net (305) (1,355)
Accounts payable (4,047) (490)
Customer advances (1,203) (320)
Other accrued liabilities (4,657) (107)
--------- --------
Net cash provided (used) by operating activities (13,954) (2,922)
--------- --------
Cash flows from investing activities:
Purchase of property and equipment (5,258) (2,419)
Other (207) 91
--------- --------
Net cash used by investing activities (5,465) (2,328)
--------- --------
Cash flows from financing activities:
Net proceeds (payments) short-term debt 4,038 (2,331)
Net proceeds (payments) long-term borrowings 984 (414)
Dividends -- (1,051)
Sale of common stock 32 --
--------- --------
Net cash provided (used) by financing activities 5,054 (3,796)
--------- --------
Net (decrease) increase in cash and cash equivalents (14,365) (9,046)
Effect of exchange rate changes on cash (21) --
Cash and cash equivalents, beginning of period 42,186 13,081
--------- --------
Cash and cash equivalents, end of period $ 27,800 $ 4,035
--------- --------
Supplemental information, cash paid for:
Interest $ 248 $ 264
Income taxes $ 739 $ 946
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 12
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> 13
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 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 - SECOND QUARTER 1997 COMPARED TO SECOND QUARTER 1996
Net sales for the second quarter of 1997 increased 45% to $15.8 million compared
to $10.8 million in 1996. The core fee-for-service revenues were $15.2 million
in 1997, up 43% from $10.6 million in 1996. The addition of L.A.B. was the major
contributing factor for this increase. Revenues from licensing and royalties
were $590,000 in 1997 compared to $283,000 last year.
The Company suspended discussions on new license arrangements at the request of
a third party, with whom it had been engaged in a potential business combination
transaction, during the second quarter of 1997, which had an adverse effect on
second quarter results. The Company has received a $1 million payment from such
party, in part, as consideration for the loss in earnings associated with the
suspension of licensing discussions, the related disruption to normal business
activities and related expenses. The business combination discussions have been
terminated and the Company expects to recognize the payment as income along with
related expenses in the third quarter.
Cost of sales as a percentage of net sales increased to 48.0% compared to 43.3%
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 is instituting changes at L.A.B. that are intended to
increase operating margins to be more in-line with domestic results.
Selling expense as a percentage of net sales declined to 11.6% compared to 14.6%
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 their marketing activities. The Company is in the process
of expanding the sales and marketing activities in Europe, which should result
in more normal percentage levels of selling expense in future periods.
7
<PAGE> 14
General and administrative expenses as a percentage of net sales increased to
24.2% in 1997 compared to 22.0% 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. and
increased spending on information technology.
Research and development expenses were $1.8 million in 1997 compared to $940,000
in 1996. The Company has continued spending on internal development projects in
the U.S. and has now supplemented its program with L.A.B.'s active program in
Europe.
Other income increased in 1997 compared to 1996 as a result of higher cash
balances generating more interest income.
RESULTS OF OPERATIONS - SIX MONTHS 1997 COMPARED TO SIX MONTHS 1996
Net sales for the first six months of 1997 increased 49% to $31.0 million
compared to $20.8 million in 1996. The core fee-for-service revenues were $28.9
million in 1997, up 46% from $19.8 million in 1996. The addition of L.A.B. was
the major contributing factor for this increase. Revenues from licensing and
royalties were $2.1 million in 1997 compared to $933,000 last year.
Cost of sales as a percentage of net sales increased to 48.6% compared to 42.4%
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.
Selling expense as a percentage of net sales declined to 11.8% compared to 15.1%
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 their marketing activities.
General and administrative expenses as a percentage of net sales increased to
23.3% in 1997 compared to 22.4% 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. and
increased spending on information technology.
Research and development expenses were $3.4 million in 1997 compared to $1.8
million in 1996. The Company has continued spending on internal development
projects in the U.S. and has now supplemented its program with L.A.B.'s active
program in Europe.
Other income increased in 1997 compared to 1996 as a result of higher cash
balances generating more interest income.
8
<PAGE> 15
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 $36.0 million at June 30, 1997 compared to approximately $35.8
million at December 31, 1996. Additionally, the Company has available a $20
million credit facility to supplement its liquidity needs.
Capital expenditures were approximately $5.3 million during the first half of
1997 compared to approximately $2.4 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 will 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.
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.
9
<PAGE> 16
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 12, 1997, the Company held its annual meeting of stockholders. The total
shares outstanding of common stock as of the record date was 16,292,933. The
matters voted upon at the meeting and the results are as follows:
Election of Directors, term to expire 2000:
Frederick D. Sancilio, Ph.D. William H. Underwood
---------------------------- --------------------
Votes for 13,380,758 13,380,758
Votes against - -
Votes withheld - -
Abstentions 10 10
Approval of the 1997 Stock Option Plan authorizing the issuance of options to
purchase 486,000 shares of common stock:
Votes for 13,377,793
Votes against 2,775
Votes withheld -
Abstentions 200
Ratify the appointment of Price Waterhouse LLP as independent auditors for the
Company for the fiscal year ending December 31, 1997:
Votes for 13,308,123
Votes against 907
Votes withheld -
Abstentions 71,738
No other matters were voted upon at the meeting.
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 June 30, 1997.
10
<PAGE> 17
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: August 14, 1997 By: /s/ FREDERICK D. SANCILIO
----------------------------
Frederick D. Sancilio, Ph.D.
Chairman of the Board and Chief Executive
Officer (Principal Executive
Officer)
Date: August 14, 1997 By: /s/ MARK P. COLONNESE
-----------------------
Mark P. Colonnese
Vice President and Chief Financial Officer
(Principal Financial Officer)
11
<PAGE> 18
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 - 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> 19
EXHIBIT
NO. DESCRIPTION
--- -----------
10.6 - 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))
10.7 - 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))
10.8 - 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))
10.9 - 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))
10.10 - 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))
10.11 - 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))
10.12 - 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))
10.13 - 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> 20
EXHIBIT
NO. DESCRIPTION
--- -----------
10.14 - 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)
10.15 - Letter dated August 22, 1996 from NationsBank, N.A. to the
Company extending the maturity of certain indebtedness
(incorporated by reference to Exhibit 10.15 to the Company's
Registration Statement on Form S-1 (Registration No.
333-5535))
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)
10.18 - Option Agreement between Applied Analytical Industries, Inc.
and My Asset Management GmbH and Friedrich Herzog von
Wurttemberg. (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated December 31, 1996)
10.19 - Purchase and Assignment Agreement between Friedrich Herzog
von Wurttemberg and My Asset Management GmbH (incorporated by
reference to Exhibit 2.2 to the Company's Current Report on
Form 8-K dated December 31, 1996)
27 - Financial Data Schedule (for SEC use only)
14
