<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
ON
FORM 10/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
deCODE genetics, Inc.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 04-3326704
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(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)
Lynghals 1, Reykjavik, Iceland IS-110
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(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: 354-570-1900
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on
to be so registered which class is to be registered
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<S> <C>
None.
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</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock (Series A, B and C), $0.001 par value
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(Title of class)
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(Title of class)
<PAGE> 2
ITEM 1. BUSINESS.
See the information under "Business" in the Registrant's Registration
Statement on Form S-1/A (File No. 333-31984), which was filed with
the Securities and Exchange Commission on June 19, 2000, which
information is incorporated herein by reference.
ITEM 2. FINANCIAL INFORMATION.
See the information under "Selected Consolidated Financial Data" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Registrant's Registration Statement on
Form S-1/A (File No. 333-31984), which was filed with the Securities
and Exchange Commission on June 19, 2000, which information is
incorporated herein by reference.
ITEM 3. PROPERTIES.
See the information under "Business - Facilities" in the Registrant's
Registration Statement on Form S-1/A (File No. 333-31984), which was
filed with the Securities and Exchange Commission on June 19, 2000,
which information is incorporated herein by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
See the information under "Principal Stockholders" in the
Registrant's Registration Statement on Form S-1/A (File No.
333-31984), which was filed with the Securities and Exchange
Commission on June 19, 2000, which information is incorporated herein
by reference.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
See the information under "Management - Executive Officers and
Directors" in the Registrant's Registration Statement on Form S-1/A
(File No. 333-31984), which was filed with the Securities and
Exchange Commission on June 19, 2000, which information is
incorporated herein by reference.
ITEM 6. EXECUTIVE COMPENSATION.
See the information under "Management - Executive Compensation" in
the Registrant's Registration Statement on Form S-1/A (File No.
333-31984), which was filed with the Securities and Exchange
Commission on June 19, 2000, which information is incorporated herein
by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See the information under "Certain Transactions" in the Registrant's
Registration Statement on Form S-1/A (File No. 333-31984), which was
filed with the Securities and Exchange Commission on June 19, 2000,
which information is incorporated herein by reference.
ITEM 8. LEGAL PROCEEDINGS.
See the information under "Business - Legal Proceedings" in the
Registrant's Registration Statement on Form S-1/A (File No.
333-31984), which was filed with the Securities and Exchange
Commission on June 19, 2000, which information is incorporated herein
by reference.
<PAGE> 3
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
There is no established public market for Registrant's common stock.
This registration statement does not relate to a class of common
equity. See the information under "Description of Securities" in the
Registrant's Registration Statement on Form S-1/A (File No.
333-31984), which was filed with the Securities and Exchange
Commission on June 19, 2000, which information is incorporated herein
by reference.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
See the information under "Item 15. Recent Sales of Unregistered
Securities" in the Registrant's Registration Statement on Form S-1/A
(File No. 333-31984), which was filed with the Securities and
Exchange Commission on June 19, 2000, which information is
incorporated herein by reference.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
We are authorized to issue 32,641,926 shares of preferred stock of
which 11,041,926 are designated as Series A preferred stock,
10,300,000 shares are designated as Series B preferred stock and
4,583,334 are designated as Series C preferred stock. The Series A
preferred stock, Series B preferred stock and Series C preferred
stock are referred to in this Registration Statement collectively as
the "Preferred Stock." As of March 31, 2000, 9,624,282 shares of
Series A preferred stock (held by 20 holders of record), 10,043,814
shares of Series B preferred Stock (held by approximately 5,000
holders of record) and 3,511,111 shares of Series C preferred stock
(held by one holder of record) were outstanding. In addition, as of
March 31, 1999, there were outstanding warrants to purchase 1,075,833
shares of Series A preferred stock and warrants and options to
purchase 972,223 shares of Series C preferred stock.
Each share of Preferred Stock bears dividends at the rate of 8% of
the original purchase price per share per annum, payable when
declared by the Board of Directors, and is also entitled to a
dividend equal to any dividend paid to holders of common stock. To
date, the Board of Directors has not declared any dividends on the
Preferred Stock or common stock.
Each share of Preferred Stock is convertible into common stock at any
time by the holder of such share. All outstanding Preferred Stock of
a particular series will be automatically converted into common stock
upon the election of the holders of at least 50% of the outstanding
shares of such series. In addition all outstanding Preferred Stock
will be automatically converted into common stock upon the closing of
a firmly underwritten public offering of our common stock pursuant to
an effective registration statement under the Securities Act of 1933,
as amended if the price of the common stock in such offering is at
least $7.00 per share and the gross cash proceeds to us are at least
$15,000,000. The number of shares of common stock to which a holder
is entitled upon conversion of a share of Preferred Stock is equal to
the original purchase price of the share of Preferred Stock divided
by the applicable conversion price. The conversion price is equal to
the original purchase price, subject to adjustment for (i) stock
dividends, splits, combinations, reclassifications, exchanges, and
substitutions; (ii) reorganizations, mergers, consolidations and
sales of assets; and (iii) sales of shares below the conversion
price. Upon an optional conversion, we are required to pay the
converting holder all accumulated and unpaid dividends, whether or
not declared. Upon a mandatory conversion, all declared and unpaid
dividends will be payable and all undeclared dividends will be
canceled.
The holders of at least 75% of the Series A preferred stock or the
Series C preferred stock may require us to redeem all of the
outstanding Series A preferred stock or Series C preferred stock, as
the case may be, for a period of three years starting on the seventh
anniversary of the earliest issue date of the Series A preferred
stock or Series C preferred stock, for an amount equal to the
original purchase price of such shares plus accrued and unpaid
dividends.
<PAGE> 4
Subject to exceptions described in this paragraph, the Preferred
Stock is voted equally with the shares of common stock as a single
class with each holder of shares of Preferred Stock being entitled to
a number of votes equal to the whole number of shares of common stock
into which such holder's shares of Preferred Stock are then
convertible. The holders of the Series A preferred stock, voting as a
separate class, are entitled to elect two directors, the holders of
our common stock, voting as a separate class, are entitled to elect
three directors and the holders of the Preferred Stock and the common
stock, voting as a single class, are entitled to elect the remaining
directors. The consent of the holders of at least 67% of the
outstanding Series A preferred stock and Series C preferred stock,
voting together as a single class, is required for certain actions,
including the sale of all or substantially all of our assets, certain
mergers, consolidations or similar transactions, changes in our line
of business, appointment, termination or removal of our Chief
Executive Officer, and our dissolution or liquidation.
Upon our liquidation or dissolution, the holders of the Preferred
Stock are entitled to receive an amount equal to the original
purchase price of their shares plus 8% of such price per annum (less
previously paid dividends) from the date of issuance before any
payment is made to holders of common stock. After such payment, our
remaining assets are to be distributed ratably to the holders of the
Preferred Stock and the common stock. Certain consolidations,
mergers, asset acquisitions and asset sales are treated as
liquidations.
We may not pay any dividends or make any other distributions on any
stock ranking junior to the Preferred Stock, and we may not redeem or
otherwise acquire for value any such junior stock, until all
dividends on the Preferred Stock have been paid or declared and set
apart.
There is no public market for the Preferred Stock although some
banking institutions in Iceland have been making a market for
privately negotiated transactions among non-U.S. persons in the
Series B preferred stock. Our stock transfer records indicate that
approximately 10 million shares of Series B preferred stock were
transferred during 1999 in approximately 7,000 transactions and
approximately 1.1 million shares of Series B preferred stock were
transferred during January 2000 in approximately 2,700 transactions.
The majority of these transactions had an Icelandic financial
institution as one of the counterparties.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See the information under "Item 14. Indemnification of Directors and
Officers" in the Registrant's Registration Statement on Form S-1/A
(File No. 333-31984), which was filed with the Securities and
Exchange Commission on June 19, 2000, which information is
incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Registrant's Report of Independent Accountants, consolidated
balance sheets, consolidated statements of operations, consolidated
statements of changes in stockholders equity (deficit), consolidated
statements of cash flows and notes to consolidated financial
statements that were filed in connection with the Registrant's
Registration Statement on Form S-1/A (File No. 333-31984), which was
filed with the Securities and Exchange Commission on June 19, 2000,
are incorporated herein by reference.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
<PAGE> 5
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
The Registrant's Report of Independent Accountants,
consolidated balance sheets, consolidated statements of
operations, consolidated statement of changes in stockholders
equity (deficit), consolidated statements of cash flow and
notes to consolidated financial statements that were filed in
connection with the Registrant's Registration Statement on
Form S-1/A (File No. 333-31984), which was filed with the
Securities and Exchange Commission on June 19, 2000, are
incorporated herein by reference. Specific reference is made
to the Index to Consolidated Financial Statements on page F-1
of the Registrant's Registration Statement on Form S-1/A (File
No. 333-31984).
(b) Exhibits.
Unless otherwise indicated all exhibits are incorporated by
reference to the exhibit of the same number filed in
connection with the Registrant's Registration Statement on
Form S-1/A (File No. 333-31984), which was filed with the
Securities and Exchange Commission on June 19, 2000.
Exhibit
Number Description
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3.1* Amended and Restated Certificate of
Incorporation, as further amended
3.2 Bylaws
3.3 Amendment to Amended and Restated
Certificate of Incorporation, dated May 30,
2000
4.1(a)* Specimen Series A Preferred Stock
Certificate
4.1(b)* Specimen Series B Preferred Stock
Certificate
4.1(c)* Specimen Series C Preferred Stock
Certificate
4.2 Form of Warrant to Purchase Series A
Preferred Stock
4.3 Form of Warrant to Purchase Series C
Preferred Stock
4.4 Section 4.5 of Amended and Restated
Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 filed herewith)
10.1 Form of Licenses from The Icelandic Data
Protection Commission to Islensk
erfoagreining ehf. and its Clinical
Collaborators to Use and Access Patient
Records and Other Clinical Data Relating to
Individuals
10.2 1996 Equity Incentive Plan, as amended
10.3 Form of Non Statutory Stock Option
Agreement, including Early Exercise Form and
all exhibits thereto, as executed by all
employees and officers of deCODE genetics,
Inc. who received and exercised
non-statutory stock options
10.4 Form of Employee Proprietary Information and
Inventions Agreement
<PAGE> 6
10.5 Agreement on the Collaboration of Friorik
Skulason (FS) and Islensk erfoagreining ehf.
(IE) on the Creation of a Database of
Icelandic Genealogy, dated April 15th, 1997
10.6+ Research Agreement among deCODE genetics,
Inc., and Islensk erfoagreining ehf. and
Rannsokna- og Fraedslusjodurinn ehf., dated
October 24, 1997, as extended
10.7 Consultancy Contract between deCODE
genetics, Inc. and Vane Associates, dated
December 1, 1997, together with
Nondisclosure Agreement, executed by Vane
Associates as of December 1, 1997, as
amended
10.8 Indemnity Agreement, between deCODE
genetics, Inc. and Sir John Vane, dated
December 1, 1997
10.9+ Settlement Agreement between The Beth Israel
Deaconess Medical Center and deCODE
genetics, Inc., dated as of December 31,
1997
10.10 Amended and Restated Non-Recourse Promissory
Note between deCODE genetics, Inc. and
Hannes Smarason, dated March 24, 1999
10.11+ Research Collaboration and Cross-license
Agreement among F.Hoffmann-La Roche Ltd,
Hoffmann-La Roche Inc. and deCODE genetics,
Inc., dated as of February 1, 1998, as
amended
10.12 Amended and Restated Investor Rights
Agreement of deCODE genetics, Inc., dated as
of February 2, 1998, as further amended and
restated
10.13+ Collaboration Agreement between The
Icelandic Heart Association (Hjartavernd)
and Islensk erfoagreining ehf., dated
February 13, 1998, as amended
10.14+ Collaboration Agreement among Dr. Helgi
Jonsson, erlorvaldur Ingvarsson and Islensk
erfoagreining ehf., dated March 31, 1998
10.15+ Collaboration Agreement between The Research
Group on Arterial Hypertension and Islensk
erfoagreining ehf., dated June 3, 1998
10.16 Contract on Sale and Leaseback between
Islensk erfoagreining ehf. and The Icelandic
Investment Bank, dated June 8, 1998
10.17 Contract on Financial Leasing between
Islensk erfoagreining ehf. and Lysing hf.,
dated June 19, 1998
10.18 Employment Agreement between Islensk
erfoagreining ehf. and Axel Nielsen, dated
July 1, 1998
10.19+ Collaboration Agreement between a
Collaboration Group on Alzheimer's Disease
and Related Disorders and Islensk
erfoagreining ehf., dated July 19, 1998
10.20+ Collaboration Agreement between The Research
Group on Osteoporosis and Islensk
erfoagreining ehf., dated July 19, 1998
10.21 Employment Agreement between Islensk
erfoagreining ehf. and Kristjan Erlendsson,
dated September 4, 1998
<PAGE> 7
10.22 Co-operation Agreement between Reykjavik
Hospital and Islensk erfoagreining ehf.,
dated November 4, 1998
10.23 Amended and Restated Non-Recourse Promissory
Note between deCODE genetics, Inc. and
Sigurour I. Bjornsson, dated March 24, 1999
10.24 Co-operation Agreement between the Iceland
State Hospital and Islensk erfoagreining
ehf., dated December 15, 1998
10.25 Employment Contract between Islensk
erfoagreining ehf. and Sigurour I.
Bjornsson, dated, January 15, 1999
10.26 Lease between Frioar sf. and Islensk
erfoagreining ehf., dated February 18, 1999.
10.27+ Research Contract on the Co-operation of a
Research Team for Age-Related Macular
Degeneration and Islensk erfoagreining ehf.,
dated April 27, 1999
10.28+ Research Contract on the Co-operation of a
Research Team for Peripheral Artery
Occlusive Disease and Islensk erfoagreining
ehf., dated May 28, 1999
10.29+ Research Contract on the Co-operation of a
Research Team for Allergy and Asthma and
Islensk erfoagreining ehf., dated July 1,
1999
10.30 Series A Preferred Stock Repurchase
Agreement by and between deCODE genetics,
Inc. and certain holders of Series A
Preferred Stock, dated as of July 12, 1999,
with attached Addendum
10.31 Series C Preferred Stock Repurchase
Agreement by and between deCODE genetics,
Inc. and Roche Finance Ltd, dated as of July
12, 1999, with attached Addendum
10.32 Common Stock Repurchase Agreement by and
between deCODE genetics, Inc. and Kari
Stefansson, dated as of July 12, 1999
10.33 Stock Purchase Agreement, between deCODE
genetics, Inc. and Biotek Invest, S.A.,
dated as of June 30, 1999, with attached
Addendum
10.34 Co-operation Agreement between Akureyri
Central Hospital and Islensk erfoagreining
ehf., dated October 26, 1999, with attached
Declaration
10.35 Non-Recourse Promissory Note between deCODE
genetics, Inc., and Hannes Smarason, dated
September 15, 1999
10.36+ Research Contract on the Co-operation of a
Research Team for Cerebral Haemorrhage and
Islensk erfoagreining ehf., dated November
3, 1999
10.37 Lease between the Computer Centre of the
Icelandic Savings Banks and Islensk
erfoagreining ehf., dated November 24, 1999
10.38 Research Collaboration Agreement between
Islenskar hveraorrerur ehf. and Islensk
erfoagreining ehf., dated December 28, 1999
<PAGE> 8
10.39 Agreement between The Minister for Health
and Social Security and Islensk
erfoagreining ehf. relating to the Issue of
an Operating License for the Creation and
Operation of a Health Sector Database, dated
January 21, 2000
10.40 Operating License issued to Islensk
erfoagreining ehf., State Reg. No.
691295-3549 Lynghals 1 Reykjavik for the
Creation and Operation of a Health Sector
Database, dated January 22, 2000
10.41 Series B Preferred Stock Agreement by and
between deCODE genetics, Inc. and Kari
Stefansson, dated as of March 1, 2000
10.42 Agreement by and among The University of
Iceland, Islensk erfoagreining ehf. and the
City of Reykjavik, dated February 15, 2000
10.43* Lease between Islensk erfoagreining ehf. and
Faghus ehf., dated as of March 1, 2000.
10.44 Form of Employee Confidentiality, Invention
Assignment and Non-Compete Agreement
executed by certain officers.
10.45* Series C Prefered Stock and Warrant Purchase
Agreement between Roche Finance Ltd and
deCODE genetics, Inc., dated as of February
1, 1998
10.46* Founder Stock Purchase Agreement between
deCODE genetics, Inc. and Jeffrey R.
Gulcher, dated as of August 21, 1996
10.47+ Research Contract on the Co-Operation of a
Research Team for Chronic Obstructive
Pulmonary Disease and Islensk erfoagreining
ehf., dated as of July 1, 1999
10.48+ Strategic Alliance Agreement between
Partners HealthCare Systems, Inc., The
General Hospital Corporation, d.b.a.
Massachusetts General Hospital, The Brigham
and Women's Hospital, Inc. and deCODE
genetics Ltd., dated May 11, 2000
10.49+ Crosswalk Development Agreement between
Partners HealthCare System, Inc., The
General Hospital Corporation, d.b.a.
Massachusetts General Hospital, the Brigham
and Women's Hospital, Inc. and deCODE
genetics Ltd, dated May 11, 2000.
10.50 Property Leasing Contract On Premises at
Hliorsmari 15 between Veigur ehf. and
Islensk erfoagreining ehf., dated April 2000
21.1 Subsidiaries of deCODE genetics, Inc.
23.1** Consent of PricewaterhouseCoopers, ehf.,
independent public accountants
99.1* Government Regulations on a Health Sector
Database, dated January 22, 2000
99.2* Act No. 139/1998 on a Health Sector Database
99.3* Registration Statement on Form S-1 (File No.
333-31984) of deCODE genetics, Inc., as
filed with the Securities and Exchange
Commission on March 8, 2000
<PAGE> 9
99.4** Registration Statement on Form S-1/A (File
No. 333-31984) of deCODE genetics, Inc. as
filed with the Securities and Exchange
Commission on June 19, 2000.
-----------------
* Previously filed with Form 10
** Attached
+ Confidential treatment has been requested
for a portion of this Exhibit
<PAGE> 10
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 19, 2000 deCODE genetics, Inc.
By /s/ Kari Stefansson
----------------------
