UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
ON
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1995 COMMISSION FILE NO. 0-14710
XOMA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2756657
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2910 SEVENTH STREET,
BERKELEY, CALIFORNIA 94710
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(510) 644-1170
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.0005 PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of voting stock held by nonaffiliates of the
registrant, as of April 24, 1996: $171,197,551.
Number of shares of Common Stock outstanding as of April 24, 1996:
31,581,420.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for the Company's 1996 Annual
Meeting of Stockholders are incorporated by reference into Part III of this
Report.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this Report.
(1) Financial Statements:
All financial statements of the registrant referred
to in Item 8 of this Report on Form 10-K.
(2) Financial Statement Schedules:
All financial statements schedules have been omitted
since the required information is included in the
financial statements or the notes thereto, or is not
applicable or required.
(3) Exhibits:
See "Index to Exhibits."
(b) Reports on Form 8-K.
None.
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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, on this
23rd day of May, 1996.
XOMA CORPORATION
By /s/ JOHN L. CASTELLO
---------------------------------
John L. Castello,
Chairman of the Board, President
and Chief Executive Officer
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
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- - --------- ----- ----
/s/ JOHN L. CASTELLO Chairman of the Board, President May 23, 1996
- - ----------------------- and Chief Executive Officer
(John L. Castello) (Principal Executive Officer)
/s/ PATRICK J. SCANNON Chief Scientific and May 23, 1996
- - ----------------------- Medical Officer and Director
(Patrick J. Scannon)
/s/ PETER B. DAVIS Vice President, Finance May 23, 1996
- - ----------------------- and Chief Financial Officer
(Peter B. Davis) (Principal Financial and
Accounting Officer)
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SIGNATURE TITLE DATE
- - --------- ----- ----
/s/ JAMES G. ANDRESS Director May 23, 1996
- - --------------------------
(James G. Andress)
/s/ WILLIAM K. BOWES, JR. Director May 23, 1996
- - --------------------------
(William K. Bowes, Jr.)
/s/ ARTHUR KORNBERG Director May 23, 1996
- - --------------------------
(Arthur Kornberg)
/s/ STEVEN C. MENDELL Director May 23, 1996
- - --------------------------
(Steven C. Mendell)
/s/ W. DENMAN VAN NESS Director May 23, 1996
- - --------------------------
(W. Denman Van Ness)
/s/ GARY WILCOX Director May 23, 1996
- - --------------------------
(Gary Wilcox)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
- - -------
3.1 Restated Certificate of Incorporation, as amended.12
3.2 Amended and Restated Bylaws.12
3.3 Stockholder Rights Agreement dated October 27, 1993
between the Company and First Interstate Bank of
California, as Rights Agent.13
3.4 Certificate of Designation of Preferences and
Rights of Convertible Preferred Stock, Series C
of the Company.18
4.1 Form of 4% Convertible Subordinated Debenture due
November __, 1998 and form of 4% Convertible
Subordinated Debenture due November 30, 1998,
Series A.18
10.1 Form of Stock Option Agreement
for 1981 Stock Option Plan.15
10.2 Form of Stock Option Agreement for
Restricted Stock Plan.15
10.3 Warrant Agreement dated as of October 11,
1985 between the Company and Equitec Leasing
Company.1
10.4 License Agreement dated July 5, 1983 between
the Company and ICRF Patent Limited.1
10.5 License Agreement dated October 26, 1984
between the Company and Carlton Medical
Products Limited.1
10.6 License Agreement dated February 3, 1986
between the Company and the Kallestad
Laboratories Division of Erbamont, Inc.
(with certain confidential information
deleted.)1
10.7 Restricted Stock Plan as amended and restated
and further amended.7
10.8 Restricted Stock Purchase Agreement.2
10.9 License Agreement dated September 3, 1986
between the Company and the Regents of the
University of California (with certain
confidential information deleted).2
10.10 Research, Development and Option Agreement,
License Agreement, Supply Agreement, and
Security Agreement all dated as of June 9,
1987 between the Company and Pfizer,
Inc. (with certain confidential
information deleted).3
10.11 Manufacturing Agreement dated as of January
1, 1991 between the Company and Pfizer, Inc.9
-5-
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EXHIBIT
NUMBER
- - -------
10.12 Lease of premises at 890 Heinz Street,
Berkeley, California dated as of July 22,
1987.4
10.13 Lease of premises at Building E at Aquatic Park Center, Berkeley,
California dated as of July 22, 1987 and amendment thereto dated
as of April 21, 1988.4
10.14 Lease of premises at Building C at Aquatic Park Center, Berkeley,
California dated as of July 22, 1987 and amendment thereto dated
as of August 26, 1987.4
10.15 Letter of Agreement regarding CPI adjustment dates for leases of
premises at Buildings C, E and F at Aquatic Park Center, Berkeley,
California dated as of July 22, 1987.4
10.16 Form of indemnification agreement for
officers.9
10.17 Form of indemnification agreement for
employee directors.9
10.18 Form of indemnification agreement for
non-employee directors.9
10.19 XOMA Corporation 1981 Stock Option Plan
as amended and restated and further
amended.7
10.20 Lease of premises at 2910 Seventh Street,
Berkeley, California dated March 25, 1992.15
10.21 Master Equipment Lease Agreement between
Equitable Life Leasing Corporation and
the Company.6
10.22 Supply Agreement effective February 27,
1989 between the Company and Charles River
Biotechnical Services, Inc. (with certain
confidential information deleted).6
10.23 Amendment Agreement dated as of October
17, 1991 between the Company and Charles
River Laboratories, Inc. (with certain
confidential information deleted).9
10.24 License Agreement dated as of August 31,
1988 between the Company and Sanofi (with
certain confidential information
deleted).5
10.25 1985 Non-Qualified Stock Option Plan and
form of Stock Option Agreement.8
10.26 Lease dated June 22, 1992, between the
Company and Richard B. Gomez,
Josephine L. Gomez, TTEE-U/A/D, 10,31-90,
FBO Gomez Family Trust.15
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EXHIBIT
NUMBER
- - -------
10.27 Lease dated October 2, 1992, between the
Company and Virginia Merritt, as Trustee
of the Bowman Merritt and Virginia Merritt
Trust.15
10.28 [Omitted]
10.29 [Omitted]
10.30 Research and License Agreement dated August 6, 1990 between the
Company and New York University (with certain confidential
information deleted).9
10.31 First Amendment to Agreement dated November 6, 1992 between the
Company and New York University (with certain confidential
information deleted).15
10.32 [Omitted]
10.33 License Agreement dated June 11, 1991
between the Company and Sterling Drug Inc.
(with certain confidential information deleted).9
10.34 Employment Agreement dated April 29, 1992
between the Company and John L. Castello.15
10.35 Employment Agreement dated April 29, 1992
between the Company and Steven C. Mendell15
10.36 Stipulation and Agreement of Settlement,
Compromise and Dismissal dated May 10, 1992.10
10.37 Settlement Agreement for Litigation with
Centocor dated July 28, 1992 (with certain
confidential information deleted).11
10.38 Securities Purchase Agreement dated November 19,
1993 among the Company, Ortelius and GDK.14
10.39 Subscription Agreement dated November 21, 1993
between the Company and Shipley Raidy Capitol
Corporation.16
10.40 Letter Agreement dated July 14, 1993 between the
Company and Pfizer, Inc. (with certain confidential
information deleted).16
10.41 Cross License Agreement dated December 15, 1993 between Research
Development Foundation and the Company (with certain confidential
information deleted).16
10.42 Cross License Agreement dated December 15, 1993 between the
Company and Research Development Foundation (with certain
confidential information deleted).16
10.43 Management Incentive Compensation Plan.16
-7-
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EXHIBIT
NUMBER
- - -------
10.44 Employment Agreement dated March 29, 1993 between
the Company and Patrick J. Scannon, M.D., Ph.D.16
10.45 [Omitted]
10.46 Technology Acquisition Agreement dated
June 3, 1994 between Connective Therapeutics,
Inc. and the Company (with certain confidential
information deleted).17
10.47 Employment Agreement dated April 1, 1994 between
the Company and Peter B. Davis.17
10.48 Letter Agreement dated November 7, 1995 between the
Company and Pfizer, Inc. (Certain confidential
information has been omitted from this exhibit. The
symbol "XXXX" indicates the location in the text of
the exhibit of the confidential information so omitted.
Such information has been filed separately with the
Securities and Exchange Commission in connection with
a request for confidential treatment.)18
10.49 Amendment No. 1 to License Agreement dated
March 23, 1995 between the Company and Burroughs
Wellcome Co. (Certain confidential information
has been omitted from this exhibit. The symbol "XXXX"
indicates the location in the text of the exhibit of
the confidential information so omitted. Such
information has been filed separately with the
Securities and Exchange Commission in connection
with a request for confidential treatment.)18
10.50 Form of Offshore Subscription Agreement relating to
the Company's Convertible Preferred Stock, Series C.18
10.51 Form of Offshore Securities Subscription Agreement
relating to the Company's 4% Convertible Subordinated
Debentures due 1998.18
10.52 Form of Letter Agreement relating to the Company's
4% Convertible Subordinated Debentures due
November 30, 1998, Series A.18
23.1 Consent of Independent Public Accountants.18
27.1 Financial Data Schedule.18
- - -------------------------
1 Incorporated by reference to the Company's initial Registration Statement
on Form S-1 (File No. 33-4793).
2 Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-12832).
3 Incorporated by reference to the Company's report on Form 10-Q for the
quarter ended June 30, 1987 (File No. 0-14710).
4 Incorporated by reference to the Company's report on Form 10-K for the
year ended December 31, 1987 (File No. 0-14710).
5 Incorporated by reference to the Company's report on Form 10-Q for the
quarter ended September 30, 1988 (File No.0-14710).
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6 Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-27319).
7 Incorporated by reference to the Company's Registration Statement on Form
S-8 (File No. 33-39155).
8 Incorporated by reference to Ingene Registration Statement on Form S-1
(File No. 33-5150).
9 Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991 (File No. 0-14710).
10 Incorporated by reference to the Company's Current Report on Form 8-K
dated May 28, 1992.
11 Incorporated by reference to the Company's Current Report on Form 8-K
dated September 18, 1992, as amended.
12 Incorporated by reference to the Company's Registration Statement on Form
S-3 (File No. 33-74982).
13 Incorporated by reference to the Company's Current Report on Form 8-K
dated October 27, 1993.
14 Incorporated by reference to the Company's Current Report on Form 8-K
dated December 21, 1993.
15 Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992 (File No. 0-14710).
16 Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (File No. 0-14710).
17 Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 (File No. 0-14710).
18 Previously filed.
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