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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
FOR THE FISCAL YEAR ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM
_______________________ TO _______________________
COMMISSION FILE NO. 0-29608
GENETRONICS BIOMEDICAL LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BRITISH COLUMBIA, CANADA 33-0024450
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No. for
Genetronics, Inc.)
11199 SORRENTO VALLEY ROAD 92121-1334
SAN DIEGO, CALIFORNIA (Zip Code)
(Address of principal executive offices)
Company's telephone number, including area code: (858) 597-6006
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
(Title of Class)
Indicate by check mark whether the Company (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 Company
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 (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [X]
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The number of shares outstanding of the Company's Common Stock, no par
value, was 21,666,266 as of May 28, 1999. The aggregate market value of the
voting stock (which consists solely of shares of Common Stock) held by
non-affiliates of the Company as of May 28, 1999 was approximately $47,620,793,
based on $3.313, the closing price on that date of Common Stock on the American
Stock Exchange. *
DOCUMENTS INCORPORATED BY REFERENCE
Certain Exhibits filed with the registrant's Form 20-F for the period ended
February 28, 1998 and Registration Statement on Form S-1 (333-88427) filed on
October 5, 1999 are incorporated herein by reference into Part IV of this
Report.
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* Excludes 7,292,347 shares of Common Stock held by directors and officers,
and shareholders whose beneficial ownership exceeds 10% of the shares
outstanding on May 28, 1999. Exclusion of shares held by any person should
not be construed to indicate that such person possesses the power, direct or
indirect, to direct or cause the direction of the management or policies of
the Company, or that such person is controlled by or under common control
with the Company.
2.
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Please note that unless otherwise indicated, all reference to money is
stated in Unites States dollars.
EXPLANATORY STATEMENT
This Amendment No. 1 to the Annual Report on Form 10-K for Genetronics
Biomedical LTD. (the "Company") for the fiscal year ended March 31, 1999 is
being filed to amend Items 6 and 12 in their entirety, Item 11 as to portions
thereof and Item 14 (a) (3) and (c) by adding certain Exhibits.
PART I
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
Item 6 is hereby replaced in its entirety as follows:
The following table sets forth selected consolidated financial data for the
Company for the periods indicated, derived from audited consolidated financial
statements prepared in accordance with accounting principals generally accepted
in Canada which conform to accounting principals generally accepted in the
United States, except as described in Note 15 to the consolidated financial
statements. The data set forth below should be read in conjunction with the
Company's consolidated financial statements and notes thereto and "Management's
Discussion and Analysis of Financial Conditions and Results of Operations"
included elsewhere herein. Effective January 23, 1998, the Board of Directors of
the Company approved the change of its fiscal year from a February 28 year-end
to a March 31 year-end.
On June 15, 1999 the Interbank rate of exchange for converting Canadian
dollars into United States dollars equaled 1.4620 Canadian dollars for 1 United
States dollar. The following table presents a history of the exchange rates of
Canadian dollars into United States dollars for the five most recent fiscal
years of the Company.
<TABLE>
<CAPTION>
FISCAL PERIODS ENDING MARCH 31, 1999 MARCH 31, 1998 FEB 28, 1997 FEB 29, 1996 FEB 28, 1995
- --------------------- -------------- -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Period End 1.5114 1.4223 1.3556 1.3752 1.4005
Average 1.5031 1.3994 1.3566 1.3767 1.3778
Period's High 1.5845 1.4686 1.3752 1.4077 1.4132
Period's Low 1.4144 1.3594 1.3381 1.3458 1.3424
</TABLE>
The following summarizes certain selected consolidated financial information
with respect to the Company and is qualified in its entirety by reference to the
Financial Statements of the Company and the Notes thereto. Years prior to 1995
(the year in which Genetronics, Inc. went public through a reverse takeover)
present information on Genetronics, Inc., which was then, a private United
States company. All amounts are shown in United States dollars.
<TABLE>
<CAPTION>
12 MONTHS 13 MONTHS 12 MONTHS 12 MONTHS 12 MONTHS
FISCAL PERIODS ENDED 3/31/99 3/31/98 2/28/97 2/29/96 2/28/95
-------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Sales 3,434,105 3,097,198 3,040,734 2,512,131 2,237,404
License Fee and milestone payments 4,500,000 0 0 0 0
Interest Income 300,911 427,498 71,206 64,160 0
Research Revenue 387,183 134,094 47,439 105,292 248,827
Net Loss for Period
Canadian GAAP(1) (6,603,837) (7,596,666) (2,994,610) (1,876,426) (651,423)
United States GAAP (7,150,537) (7,904,166) (3,330,110) (2,033,326) (738,067)
</TABLE>
3.
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<TABLE>
<S> <C> <C> <C> <C> <C>
Net Loss per Common Share
Canadian GAAP (0.33) (0.43) (0.24) (0.17) (0.13)
United States GAAP (0.35) (0.44) (0.26) (0.18) (0.14)
Total Assets
Canadian GAAP 9,807,644 9,242,887 4,161,129 4,318,264 2,936,666
United States GAAP 9,807,644 9,242,887 4,161,129 4,318,264 2,936,666
Deferred Rent 9,564 23,904 25,105 7,893 13,813
Dividends per Share 0 0 0 0 0
</TABLE>
(1) GAAP means Generally Accepted Accounting Principles
ITEM 11. EXECUTIVE COMPENSATION
The portions of Item 11 under the captions "Summary Compensation Table" and
"Option/SAR Grants Table" are hereby replaced in their entirety as follows:
The following table sets forth the compensation of each of the named
executive officers of the Company for the last three completed fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ -----------------
SECURITIES
YEAR SALARY BONUS UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION (1) ($) ($) OPTIONS/SARs(3) COMPENSATION(4)
- -------------------------------------- ------ ----------------- ----------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Gunter A. Hoffman 1999 179,785 35,200 135,200 14,083
Chairman, and Chief Scientific Officer 1998 188,923 -0- 25,000 13,383
1997 160,539 32,000 105,000 7,090
Lois J. Crandell 1999 179,990 43,125 143,125 14,065
Director, President and CEO 1998 184,465 -0- 65,000 13,244
1997 149,688 37,500 100,000 12,255
Martin Nash 1999 140,573 27,200 127,200 7,520
Director, Senior Vice President(2) 1998 143,096 -0- 25,000(5) 12,241
1997 115,000 23,000 97,000 11,957
</TABLE>
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(1) For 1998 and 1999, the fiscal year ended March 31. For 1997, the fiscal year
ended February 28.
(2) On June 10, 1999 Martin Nash was appointed Chief Financial Officer of the
Company.
(3) The Company does not have Stock Appreciation Rights. All noted securities
are options.
(4) The noted Other Compensation includes cash contributions made by the Company
to purchase, on the open market, common shares in the Company for the named
executives' 401(k) accounts. Also included are amounts paid for life
insurance premiums and that portion of automobile leases attributed to
personal use and, for Lois Crandell, amounts paid for disability insurance
premiums.
(5) An additional grant of 25,000 options, the exercise of which was contingent
upon the occurrence of a future event, was cancelled in the last completed
fiscal year. This grant is not included in the Summary Compensation Table.
4.
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OPTION/SAR GRANTS TABLE
The following table sets out stock options and stock appreciation rights
granted to each Named Executive Officer during the fiscal year of the Company
ended March 31, 1999:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL EXERCISE ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARs OR BASE PRICE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE OPTION TERM
OPTIONS/SARs EMPLOYEES IN (CDN$/ EXPIRATION -----------------------------
NAME GRANTED (#)(1) FISCAL YEAR SECURITY) DATE 5%($) 10% ($)
- ------------------------ ---------------- ---------------- ------------ -------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Gunter A. Hofmann, Ph.D. 35,200 12% $ 3.74 July 7/03 $ 21,097 $ 61,098
100,000 $ 4.45 Oct. 19/03 71,894 207,257
Lois J. Crandell 43,125 12% $ 3.74 July 7/03 25,847 74,854
100,000 $ 4.45 Oct. 19/03 71,894 207,257
Martin Nash 27,200 11% $ 3.40 July 7/08 58,160 147,389
100,000 $ 4.05 Oct. 14/08 254,702 645,466
</TABLE>
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(1) The Company does not have Stock Appreciation Rights. All noted securities
are options.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 12 is hereby replaced in its entirety as follows:
The following table sets forth information as of May 28, 1999 with respect
to (i) each stockholder known to the Company to be the beneficial owner of more
than five percent (5%) of the outstanding common stock of the Company, (ii) each
director, (iii) each Named Executive Officer and (iv) all directors and Named
Executive Officers of the Company as a group. Except as set forth below, each of
the named persons and members of the group has sole voting and investment power
with respect to the shares shown.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP OF CLASS OF
COMMON COMMON
BENEFICIAL OWNER OF COMMON STOCK(1) STOCK(2) STOCK(2)
---------------------------------- ---------------------- ----------
<S> <C> <C>
Johnson & Johnson Development Corporation
One Johnson & Johnson
Plaza, New Brunswick, New Jersey 2,242,611 10.4%
Gunter A. Hofmann 3,788,175(3) 16.9%
Lois J. Crandell 3,788,175(4) 16.9%
Martin Nash 554,661(5) 2.6%
James L. Heppell 150,500(6) *
Suzanne L. Wood 120,000(7) *
Stan Yakatan 266,400(8) 1.2%
Wayne Schnarr 85,000(9) *
Gordon Politeski 85,000(10) *
All Executive Officers and Directors as a group 5,049,736 23.3%
(11) persons
</TABLE>
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* less than 1%
5.
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(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedule 13Ds filed with the Securities and
Exchange Commission (the "Commission"). Except as shown otherwise in the
table, the address of each stockholder listed is in care of the Company at
1119 Sorrento Valley Rd., San Diego, California 92121.
(2) Except as otherwise indicated in the footnotes of this table and pursuant
to applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock. Beneficial ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with
respect to securities. Shares of Common Stock subject to options or
warrants exercisable within 60 days of May 28, 1999 are deemed outstanding
for computing the percentage of the person or entity holding such options
or warrants but are not deemed outstanding for computing the percentage of
any other person. Percentage of beneficial ownership is based upon
21,666,266 shares of the Company's Common Stock outstanding as of May 28,
1999.
(3) Includes 360,200 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 28, 1999. Also includes 1,012,276 shares
owned by Lois J. Crandell, Dr. Hofmann's wife. Dr. Hofmann disclaims
beneficial ownership of Ms. Crandell's shares.
(4) Includes 353,125 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 28, 1999. Also included 2,775,899 shares
owned by Gunter A Hofmann, Ms. Crandell's husband. Ms. Crandell disclaims
beneficial ownership of Dr. Hofmann's shares.
(5) Includes 174,200 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 28, 1999.
(6) Includes 120,000 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 28, 1999, 10,000 shares owned by Mr.
Heppell's wife, in which he disclaims beneficial ownership, 1,000 shares
owned by Free Spirit Investment Ltd., which is owned 50% by Mr. Heppell
and 50% by his wife and 200 shares owned by Full Moon Law Corporation,
which is also owned 50% by Mr. Heppell and 50% by his wife.
(7) Includes 100,000 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 28, 1999.
(8) Includes 156,400 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 28, 1999.
(9) Includes 85,000 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 28, 1999.
(10) Includes 85,000 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 28, 1999.
(11) Includes 1,433,925 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 28, 1999.
6.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
The following management compensatory plans and arrangements are required to
be filed as exhibits to this Report on Form 10-K pursuant to Item 14(c):
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
3.1 Articles of Incorporation.(1)
3.2 Bylaws.(1)
10.1 1995 Incentive Stock Option Plan (the "1995 Plan").(1)
10.2 Form of Nonstatutory Stock Option Agreement of Company pursuant to
the 1995 Plan.(1)
10.3 Form of Incentive Stock Option Agreement of Company pursuant to the
1995 Plan.(1)
10.4 Amended 1997 Incentive Stock Option Plan (the "Amended 1997
Plan").(1)
10.5 Form of Nonstatutory Stock Option Agreement of Company pursuant to
the Amended 1997 Plan.(1)
10.6 Form of Incentive Stock Option Agreement of Company pursuant to the
Amended 1997 Plan.(1)
10.7 Employment agreement dated January 9, 1995, Amendment No. 1 dated
January 9, 1996 and Amendment No. 2 dated March 1, 1997 between the
Company and Lois Crandell.(1)
10.8 Employment agreement dated January 9, 1995, Amendment No. 1 dated
January 9, 1996 and Amendment No. 2 dated March 1, 1997 between the
Company and Gunter A. Hofmann, Ph.D.(1)
10.9 Employment agreement dated January 9, 1995, Amendment No. 1 dated
January 9, 1996 and Amendment No. 2 dated March 1, 1997 between the
Company and Martin Nash.(1)
10.10* Amendment Number 3 dated January 15, 1999 to Employment Agreement
dated January 9, 1995, as amended, between the Company and Lois
Crandell.
10.11* Amendment Number 3 dated January 15, 1999 to Employment Agreement
dated January 9, 1995, as amended between the Company and Gunter A.
Hofmann, Ph.D.
10.12* Amendment Number 3 dated January 15, 1999 to Employment Agreement
dated January 9, 1995, as amended, between the Company and Martin
Nash.
10.13 401(k) Defined Contribution Plan of Company.(1)
10.14 Lease (sublease) between the Company (as sub-leasee), Genix Botek,
Inc. (as lessee) and Olen Property Corp (as landlord) dated April 7,
1998.(1)
10.15* Stock Purchase Agreement dated October 6, 1998 by and between the
Company and Johnson & Johnson Development Corporation
10.16 License and Development Agreement dated October 2, 1998 by and
between the Company and Ethicon, Inc. (2)
10.17 Supply Agreement dated October 2, 1998 by and between the Company
and Ethicon, Inc.(2)
21.1* Subsidiaries of the Registrant
23.1* Consent of Ernst & Young, Independent Auditors.
24.1* Power of Attorney. Reference is made to page 47.
27.1* Financial Data Schedule
</TABLE>
7.
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* Previously filed.
(1) Incorporated by reference from the Form 20-F for the period ended February
28, 1998.
(2) Incorporated by reference from the Registration Statement on Form
S-1 filed on October 5, 1999.
8.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, County of San Diego, State of California, on the 22nd day of December,
1999.
GENETRONICS BIOMEDICAL LTD.
By: /s/ Martin Nash
-------------------------------------
Martin Nash
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME POSITION DATE
---- ------- ----
<S> <C> <C>
/s/ GUNTER A. HOFMANN* Director December 22, 1999
- --------------------------------------------
Gunter A. Hofmann
/s/ MARTIN NASH President, Chief Executive Officer, December 22, 1999
- --------------------------------------------
Martin Nash Chief Financial Officer, and Director
(Principal Executive Officer and Principal
Financial Officer)
/s/ JAMES L. HEPPELL* Director December 22, 1999
- --------------------------------------------
James L. Heppell
Director December 22, 1999
- ---------------------------------------------
Gordon Politeski
Director December 22, 1999
- ---------------------------------------------
Wayne Schnarr
/s/ STAN YAKATAN* Director December 22, 1999
- ---------------------------------------------
Stan Yakatan
/s/ SUZANNE L. WOOD* Director December 22, 1999
- --------------------------------------------
Suzanne L. Wood
* By: /s/ Martin Nash
----------------------------------------
Martin Nash
Attorney-in-fact
</TABLE>
9.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
3.1 Articles of Incorporation.(1)
3.2 Bylaws.(1)
10.1 1995 Incentive Stock Option Plan (the "1995 Plan").(1)
10.2 Form of Nonstatutory Stock Option Agreement of Company pursuant to
the 1995 Plan.(1)
10.3 Form of Incentive Stock Option Agreement of Company pursuant to the
1995 Plan.(1)
10.4 Amended 1997 Incentive Stock Option Plan (the "Amended 1997
Plan").(1)
10.5 Form of Nonstatutory Stock Option Agreement of Company pursuant to
the Amended 1997 Plan.(1)
10.6 Form of Incentive Stock Option Agreement of Company pursuant to the
Amended 1997 Plan.(1)
10.7 Employment agreement dated January 9, 1995, Amendment No. 1 dated
January 9, 1996 and Amendment No. 2 dated March 1, 1997 between the
Company and Lois Crandell.(1)
10.8 Employment agreement dated January 9, 1995, Amendment No. 1 dated
January 9, 1996 and Amendment No. 2 dated March 1, 1997 between the
Company and Gunter A. Hofmann, Ph.D.(1)
10.9 Employment agreement dated January 9, 1995, Amendment No. 1 dated
January 9, 1996 and Amendment No. 2 dated March 1, 1997 between the
Company and Martin Nash. (1)
10.10* Amendment Number 3 dated January 15, 1999 to Employment Agreement
dated January 9, 1995, as amended, between the Company and Lois
Crandell.
10.11* Amendment Number 3 dated January 15, 1999 to Employment Agreement
dated January 9, 1995, as amended between the Company and Gunter A.
Hofmann, Ph.D.
10.12* Amendment Number 3 dated January 15, 1999 to Employment Agreement
dated January 9, 1995, as amended, between the Company and Martin
Nash.
10.13 401(k) Defined Contribution Plan of Company.(1)
10.14 Lease (sublease) between the Company (as sub-leasee), Genix Botek,
Inc. (as lessee) and Olen Property Corp (as landlord) dated April 7,
1998.(1)
10.15* Stock Purchase Agreement dated October 6, 1998 by and between the
Company and Johnson & Johnson Development Corporation.
10.17 License and Development Agreement dated October 2, 1998 by and
between the Company and Ethicon, Inc. (2)
10.18 Supply Agreement dated October 2, 1998 by and between the Company
and Ethicon, Inc. (2)
21.1* Subsidiaries of the Registrant.
23.1* Consent of Ernst & Young, Independent Auditors.
24.1* Power of Attorney. Reference is made to page 47.
27.1* Financial Data Schedule.
</TABLE>
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* Previously filed.
(1) Incorporated by reference from the Form 20-F for the period ended February
28, 1998.
(2) Incorporated by reference from the Registration Statement on Form
S-1 filed on October 5, 1999.
10.
