SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K/A
ANNUAL REPORT
_______________
PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________
For the year ended December 31, 1993 Commission file number 0-8049
CIRCA PHARMACEUTICALS, INC.
Incorporated under the laws 11-1966265
of the State of New York (I.R.S. Employer Identification Number)
33 Ralph Avenue 516-842-8383
Copiague, New York 11726 (telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Class on Which Registered
Common Stock, $.01 par value per share American Stock Exchange
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, and (2) has been subject to such filing
requirement for the past 90 days. Yes 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 the Proxy Statement incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ ]
The aggregate market value of the voting stock of the Registrant held by
non-affiliates was approximately $248,671,000 as of February 28, 1994
(assuming solely for purposes of this calculation that all directors and
officers of the Registrant are "affiliates").
The number of shares of Common Stock outstanding was 22,077,920 as of
February 28, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Circa Pharmaceuticals, Inc. Annual Report to Shareholders are
incorporated by reference into Parts I, II, and IV.
Portions of the Circa Pharmaceuticals, Inc. Proxy Statement are incorporated
by reference into Part III.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Name and Age Title
Melvin Sharoky, M.D., 43 Director, President and
Chief Executive Officer
Michael Fedida, 44 Director
Stanley Grey, 70 Director
Bruce Hausman, 64 Director
Lawrence Raisfeld, 58 Director and Vice President of
Financial Affairs
Thomas P. Rice, 44 Director, Executive Vice President,
Chief Operating and Financial Officer
Kenneth Siegel, 37 Director
Nicholas A. LaBella, Jr., 38 Vice President, Director of
Research and Development
Robert V. Marrow, Esq., 53 Vice President, General Counsel and
Secretary
Robert J. Connolly, 60 Vice President, Manufacturing
Stuart Deitel, 45 Vice President, Business
Development
Biographical Information:
Melvin Sharoky, M.D.: On December 9, 1992, Melvin Sharoky, M.D., the
Company's Executive Vice President and Director of Research and
Development, was elected by the Board of Directors as President and
Chief Executive Officer of the Company, effective January 31, 1993.
Dr. Sharoky became a director of the Company on December 9, 1992.
Since August 21, 1992, Dr. Sharoky served as Executive Vice President
and Director of Research and Development of the Company, and as Senior
Vice President of Research and Development of the Company from March,
1991 to August, 1992. From June, 1988 to March, 1991 Dr. Sharoky was
Medical Director of the Company.
Michael Fedida: During the past five years, Mr. Fedida, a registered
pharmacist, has served as an officer and director of several retail
pharmacies wholly or partially owned by him. In addition, Mr. Fedida
has acted as a consultant, without remuneration, to the Company in
regard to certain marketing concepts.
Stanley Grey: Mr. Grey is a Certified Public Accountant. Prior to his
retirement in September, 1983 he served as the Managing Partner of the
New York office of the national accounting firm of Kenneth Leventhal &
Co. Mr. Grey currently serves as a consultant to companies in the real
estate industry. Mr. Grey is a Trustee and the Treasurer of L.I.
Jewish Medical Center and Vice-Chairman of the Community Health Plan of
Queens-Nassau.
Bruce Hausman: Mr. Hausman has been of counsel to the law firm of
Eisen, Hershcopf and Schulman since August, 1991, and has served as
Principal Executive Officer (May, 1992 to July, 1993) and as Senior
Vice President (February, 1988 to May, 1992) of Belding Heminway
Company, Inc., a company engaged in textile and real estate businesses.
He has served as a director of Plastigone Technologies, Inc., since
August, 1992, and as a Trustee of Beth Israel Medical Center in New
York, and Schnurmacher Nursing Home, a division of Beth Israel Medical
Center, and as Chairman of its quality assurance committee. On December
10, 1993, Mr. Hausman became a director of Daltex Medical Sciences,
Inc., and is a member of its executive committee.
Lawrence Raisfeld: Mr. Raisfeld is a founder of the Company and served
as its Secretary-Treasurer and Chief Financial Officer until February,
1990. In February, 1990, he was appointed President and Chief
Executive Officer of the Company. On January 31, 1993, Mr. Raisfeld
stepped down as President and Chief Executive Officer of the Company
and currently serves as its Vice President of Financial Affairs. In
December, 1992, Mr. Raisfeld was indicted for violation of Section 1 of
the Sherman Antitrust Act. On October 20, 1993 Mr. Raisfeld entered a
plea of nolo contendere to the charge, which is not an admission of
guilt. Mr. Raisfeld was sentenced to pay a fine of $20,000 and is
subject to unsupervised probation for a period of one year. Presently
the Defense Logistics Agency has proposed debarment of Mr. Raisfeld
from Government contracting or subcontracting.
Thomas P. Rice: Mr. Rice, Circa's Executive Vice President and Chief
Operating and Financial Officer since July 1, 1993, was elected by the
Board of Directors to become a member of the Board on November 11,
1993. In May, 1990 Mr. Rice founded Competitive Advantage in
Baltimore, MD, a management consulting firm which provided financial
and marketing advice to international and local businesses. Mr. Rice
managed Competitive Advantage until he joined Circa in July, 1993.
From 1985 to 1990 Mr. Rice served as Vice President and Chief Financial
Officer of PharmaKinetics Laboratories, Inc., a pharmaceutical research
and testing firm, and prior thereto was a senior manager with Deloitte
and Touche, an international accounting firm.
Kenneth Siegel: Mr. Siegel is a Managing Director of Wertheim Schroder
& Co. Incorporated, a position which he has held since January, 1991.
From 1988 through 1990 Mr. Siegel held the positions of Associate
Managing Director, First Vice President, Vice President and Associate
of Wertheim Schroder. Mr. Siegel was elected by the Board of Directors
to become a member of the Board on August 11, 1993.
Executive Officers (Other Than Directors)
Robert J. Connolly
Vice President
Manufacturing
Mr. Connolly has over 35 years experience as a manufacturing executive
in the pharmaceutical industry, and has been in charge of the Company's
manufacturing facility since April, 1991. For three years prior to
1991 Mr. Connolly was Vice President of Manufacturing for Superpharm
Corporation in Bayshore, New York, and prior to that he was Director of
Manufacturing for Pennwalt Pharmaceutical Division in Rochester, New
York, for 19 years.
Stuart Deitel
Vice President
Business Development
Mr. Deitel joined Circa in December, 1993, from Rugby-Darby Group
Companies, a major manufacturer and distributor of pharmaceuticals and
health care products where he held various key management positions for
eight years. During the last three of those years he was Senior Vice
President in charge of three divisions.
Nicholas A. LaBella, Jr.
Vice President
Director of Research and Development
Mr. LaBella was Circa's Director of Regulatory Affairs since 1989. In
February, 1993, he became Vice President and Director of Research and
Development. He also serves on the Board of Directors of Somerset
Pharmaceuticals, Inc.
Robert V. Marrow, Esq.
Vice President
General Counsel
Secretary
Mr. Marrow was a founder of the New York City law firm of Salon Marrow
& Dyckman, where he was the head of the litigation department, and
specialized in matters related to the pharmaceutical industry. He
joined Circa in February, 1993, as General Counsel. He became
corporate Secretary in March, 1993, and became Vice President and
General Counsel in June, 1993.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation.
The following table sets forth the remuneration paid by Circa
during each of the last three years ended December 31, 1993, to its
Chief Executive Officer and four most highly paid executive officers
serving in those roles at the end of the last calendar year, i.e. on
December 31, 1993, whose remuneration is $100,000 or more, and two
executive officers who would have been included among the four most
highly compensated executives except for the termination of their
employment before December 31, 1993.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Awards Payout
Restricted
Name and Stock All Other
Principal Position Year Compensation(1) Awards Compensation
($) ($) ($)
Melvin Sharoky, M.D. (2) 1993 $292,345 $2,250,000
President and 1992 224,243
Chief Executive 1991 229,743 $2,200,000
Officer
Long-Term Compensation
Awards Payout
Restricted
Name and Stock All Other
Principal Position Year Compensation(1) Awards Compensation
Lawrence Raisfeld (3) 1993 $235,416
Vice President of 1992 350,000
Financial Affairs 1991 350,000
Thomas Rice (4) 1993 $101,403 $612,500
Executive Vice
President, Chief
Operating and
Financial Officer
Robert V. Marrow (5) 1993 $139,656
Vice President,
General Counsel and
Secretary
Nicholas LaBella (6) 1993 $152,423
Vice President 1992 127,412
and Director of 1991 111,088 $193,750
Research and
Development
Jack J. Kornreich (7) 1993 $412,306 ($1,375,000) (9)
Former Executive 1992 244,595
Vice President 1991 239,980 $2,750,000
Seymour Inkles (8) 1993 $340,098 ($403,750) (9)
Former Vice Pres- 1992 229,331
ident, Scientific 1991 226,735
Affairs
(1) In addition to compensation shown, executive officers receive group
life, hospitalization, and medical insurance. Such plans do not discriminate
in favor of officers or directors of the Company and are available generally
to all salaried employees. The value of other benefits, securities or
property, in the aggregate, does not exceed the lesser of $50,000 or 10% of
total annual salary and bonus reported in the compensation table.
(2) On December 9, 1992, Dr. Sharoky was elected President and Chief
Executive Officer of the Company, effective January 31, 1993. On January
19, 1993, Dr. Sharoky's employment agreement, dated April 26, 1991, was
modified to extend its term from April 25, 1996 to January 31, 1997, to
increase his base compensation from $220,000 per year as Executive Vice
President, Research & Development, to $300,000 per year as President and
Chief Executive Officer, and to increase the original grant of 400,000
restricted shares (which had been granted subject to the surrender of
150,000 restricted shares granted as of June 9, 1988) by 300,000 restricted
shares totalling 700,000 shares of common stock of the Company. Such shares
are subject to forfeiture in decreasing annual increments if Dr. Sharoky
voluntarily terminates his employment, or if his employment is terminated
for cause, prior to January 31, 1997. The forfeiture restrictions lapsed on
100,000 shares on April 25, 1993, and on 100,000 shares on April 25, 1994.
The share forfeiture clause shall be terminated under certain stated
conditions. The value of the 400,000 shares at date of grant was $2,200,000
and the value of the additional 300,000 shares at date of grant was
$2,250,000. These shares are not restricted for purposes of receiving
dividends. If Dr. Sharoky's employment is terminated following a "change in
control" of the Company, he may be eligible to receive severance benefits
including a lump sum amount equal to approximately three times his base
salary.
(3) Effective January 31, 1993, Mr. Raisfeld resigned as President and Chief
Executive Officer of the Company. As of January 19, 1993, Mr. Raisfeld's
employment agreement was modified, in part, to provide that its term will
expire on January 31, 1996, and that Mr. Raisfeld will hold the position of
Vice President of Financial Affairs. Mr. Raisfeld's annual compensation was
changed from $350,000 to $225,000, and Mr. Raisfeld may be eligible to
receive cash compensation equal to approximately three times his annual
compensation, if there is a "change in control" of the Company.
(4) As of July 1, 1993, the Company and Mr. Rice entered into an agreement
pursuant to which the Company agreed to employ Mr. Rice as Executive Vice
President, Chief Operating and Financial Officer of the Company through June
30, 1998. The agreement provides, in part, that Mr. Rice is to receive as
compensation for his services an annual salary of $185,000 a year. Mr. Rice
was also granted, as part of the Rice Agreement, 100,000 restricted shares
of common stock, which grant became effective as of July 1, 1993, and is
conditional upon Mr. Rice not voluntarily terminating his employment, or
being terminated for cause, for a five-year period commencing July 1, 1993.
If such termination should occur in the first two years of employment, Mr.
Rice would forfeit all 100,000 shares. The value of the 100,000 shares was
$612,500 at date of grant. These shares are not restricted for purposes of
receiving dividends. The number of shares subject to forfeiture decreases
by 25,000 on June 30, 1995 and by 25,000 on each June 30th thereafter. If
Mr. Rice's employment is terminated without cause after the occurrence of a
"change in control" of the Company, Mr. Rice may be eligible to receive one
year's base salary and the forfeiture provisions will lapse on said shares.
(5) As of February 15, 1993, Mr. Marrow and the Company entered into an
employment agreement pursuant to which the Company agreed to employ Mr.
Marrow as General Counsel and pay him a salary of $165,000 per year.
(6) As of April 26, 1991, the Company and Mr. LaBella entered into an
agreement pursuant to which the Company agreed to employ Mr. LaBella as
Director of Regulatory Affairs (Mr. LaBella has since become Vice President,
Director of Research and Development) of the Company through April 25, 1996.
The agreement provides, in part, that Mr. LaBella's initial base annual
salary is $125,000 a year. Mr. LaBella was also granted 50,000 restricted
shares of common stock conditioned upon Mr. LaBella not voluntarily
terminating his employment, or being terminated for cause, for a five-year
period commencing April 26, 1991. If such termination had occurred in the
first two years of employment, Mr. LaBella would have forfeited all 50,000
shares. The number of shares subject to forfeiture decreased by 12,500
shares on April 25, 1993, and an additional 12,500 shares on April 25, 1994.
The forfeiture decreases by 12,500 shares on April 25, 1995 and 1996. At
Mr. LaBella's election, the forfeiture provisions shall lapse in the event
of a "change in control". The value of the 50,000 shares was $193,750 at
date of grant. These shares are not restricted for purposes of receiving
dividends.
(7) As of April 26, 1991, the Company and Mr. Kornreich entered into an
agreement pursuant to which the Company agreed to employ Mr. Kornreich as
Executive Vice President and General Counsel of the Company through April
25, 1996. On February 1, 1993, Mr. Kornreich signed a separation agreement
pursuant to which he resigned as Executive Vice President and General
Counsel, and as a director of the Company. As part of his separation
agreement with the Company, Mr. Kornreich forfeited 250,000 shares
previously awarded him. The Company purchased 100,000 shares of its stock
from Mr. Kornreich on February 1, 1993 at $8.25 per share. Mr. Kornreich
owned 150,000 restricted shares of common stock of the Company when he
resigned pursuant to the separation agreement. Mr. Kornreich received
$389,231 during 1993 as part of his separation agreement.
(8) As of June 30, 1993, Mr. Inkles agreed to cancel his employment
agreements dated June 3, 1987, August 24, 1990 and August 21, 1992, and to
retire as Circa's Vice President of Scientific Affairs. His employment was
to have continued until August 23, 1995 under those agreements. In exchange
for forfeiting 85,000 restricted shares which were to vest during 1994 and
1995 pursuant to his employment agreements, Mr. Inkles received severance
benefits, including one year's salary in a lump sum, the vesting of 42,500
shares of Circa stock on August 23, 1993, and an option to purchase 21,250
shares at $5.00 per share exercisable for five years.
(9) Represents the reversal of unearned compensation relating to the
forfeiture of previously awarded restricted common stock of the Company.
Report of the Compensation Committee.
Introduction.
Notwithstanding anything to the contrary set forth in any of
Circa's previous filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings, including this Proxy Statement, in whole or
in part, the following report and the Performance Graph in this Proxy
Statement shall not be incorporated by reference into any such filing.
The Board of Directors has delegated to the Compensation Committee (the
Committee) the authority to make certain decisions with respect to the
compensation of the Company's Chief Executive Officer, as well as various
aspects of other compensation and fringe benefit matters applicable to all
of the Company's employees including executive officers. In addition, the
Committee administers all of the Company's stock option and incentive award
plans. During the last fiscal year the Committee consisted of Bruce
Hausman, Chairman, Michael Fedida and Stanley Grey; none of whom is a
Company employee.
Overview.
Through its executive compensation policies, the Company seeks to
attract and retain highly qualified executives who will contribute to its
success. The Committee believes that the availability of comprehensive
benefits is important to this goal and motivating executive performance
consistent with shareholder interest.
The Committee recognizes that the industry in which the Company
participates is highly competitive. The Company and the pharmaceutical
industry face significant challenges in the near and long-term future. The
Company's pharmaceutical products are in various stages of development and
regulatory approval, and revenues from operations have been relatively low
during the past four years of transition and rehabilitation. Therefore,
traditional performance standards based upon sales and profits from
operations are not believed to be an appropriate measure of performance in
setting compensation policy for the Company. Rather, compensation of the
Company's executives is more appropriately based upon whether an
individual's achievements have furthered overall corporate objectives.
In order to attract highly qualified personnel to assist in attaining
the Company's objectives, the Committee believes that the compensation
arrangements must remain competitive with those offered by other companies
in the industry.
Components of Executive Compensation.
Executive base salaries are believed by the Committee to be reasonable
and are periodically reviewed by the Committee. Compensation for any
individual may be modified to reflect changes in performance and
responsibilities allocated to a particular position.
Changes in an executive's compensation are based upon his or her
personal contribution to corporate performance, increases in his or her
responsibilities and comparisons with salaries paid to executives of other
companies with comparable positions and experience in the industry.
The Committee believes that it is also important to provide executive
officers, as well as key employees, with long-term interest in the Company's
performance through stock ownership programs, including stock options,
restricted share grants and other incentives. Currently, and for the
foreseeable future, the Company believes that the stock incentive programs
will have vesting schedules linked closely to an executive's and the
Company's performance.
The Committee believes that, over time, management compensation should
be directly linked to changes in shareholder value. The executive
compensation program thus has been designed to align executive compensation
with both the Company's business goals and long-term shareholder interests.
The Committee believes that the program, as implemented, is balanced and
consistent with these objectives.
Compensation of Chief Executive Officer.
Dr. Sharoky's compensation was fixed by the Board of Directors, with
the Committee's approval, on January 19, 1993, shortly before he became the
Company's President and Chief Executive Officer on January 31, 1993. In
establishing the 1993 compensation for Dr. Sharoky, the Committee followed
the policies and procedures described above.
Dr. Sharoky's performance during his first year in office has exceeded
the Committee's high expectations. Significant corporate objectives
achieved under Dr. Sharoky's leadership during 1993 included:
Most importantly, the establishment of a new corporate culture and
identity directed towards demonstrated integrity and aggressive
pursuit of opportunities available to well-financed and well-
organized companies in a dynamic industry; and changing the
Company's name to reinforce the change in corporate culture and
reputation.
Establishing a new team of executives, including a Chief Operating
and Financial Officer with solid experience in the pharmaceutical
industry and important ties to the financial community.
Receiving written confirmation of rehabilitation from the Food and
Drug Administration, putting to rest the regulatory problems
created by pre-1990 management.
Forging joint ventures and strategic alliances with pharmaceutical
companies that provide expertise as well as product formulations
and pharmaceutical know-how to help the Company achieve its
objectives in manufacturing and marketing off-patent
pharmaceuticals, over-the-counter medicines and branded products.
Resolving litigation inherited from pre-1990 management, including
the successful resolution of antitrust charges made by the Federal
Government.
Restructuring the Company's partnership agreement with a major,
international pharmaceutical company, limiting cash outlays while
preserving the right to royalties from the worldwide sales of
Dilacor XR.
On January 19, 1993, Dr. Sharoky's employment agreement was modified
to increase his base compensation from $220,000 per year as Executive Vice
President and Director of Research & Development, to $300,000 per year as
President and Chief Executive Officer. Dr. Sharoky also received an
additional 300,000 restricted shares of Circa stock under the Deferred
Compensation Plan, which shares are subject to forfeiture under certain
conditions (see notes to the Executive Compensation Table) and do not vest
for two years from the date of the contract.
Dr. Sharoky's leadership and Circa's accomplishments during his short
time as President and Chief Executive Officer have been recognized by
industry analysts and the financial community. The confidence of the Board
of Directors and the Committee in establishing Dr. Sharoky's compensation as
President and Chief Executive Officer has been fully warranted.
Compensation Committee
Bruce Hausman, Esq., Chairman
Michael Fedida
Stanley Grey
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following information is furnished as of April 28, 1994, with
respect to the beneficial ownership of the common stock of (i) the Chief
Executive Officer and the next four most highly compensated executives of
the Company, (ii) all persons known to the Company to be the beneficial
owners of more than five (5%) percent of the common stock, (iii) each
director and director-nominee of the Company, and (iv) all directors,
director-nominees and officers as a group (based upon information furnished
by such persons). Under the rules of the Securities and Exchange Commission
(the "SEC"), a person is deemed to be a beneficial owner of a security if
such person has or shares the power to vote or direct the voting of such
security or the power to dispose of or direct the disposition of such
security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same securities. A person is also deemed to be a
beneficial owner of any securities as to which that person has the right to
acquire beneficial ownership within 60 days.
Name and Address (1) Number of Shares Percentage
of Beneficial Owner Common Stock Common Stock
Melvin Sharoky, M.D.** 662,900 3.0%
Thomas Rice** 100,000 0.5%
Lawrence Raisfeld** 2,240,016 10.0%
Michael Fedida** 30,000(2) 0.1%
Stanley Grey** 25,500(2) 0.1%
Bruce Hausman** 30,000(2) 0.1%
Kenneth Siegel** 2,500(2) -
Nicholas A. LaBella, Jr. 62,551 0.2%
Robert V. Marrow 28,000 -
Directors and -
Officers as a
Group (11 in all) 3,181,567 14.0%
** Denotes Director of the Company.
(1) The address for these persons is: c/o Circa Pharmaceuticals, Inc., 33
Ralph Avenue, P. O. Box 30, Copiague, N.Y. 11726-0030.
(2) This figure includes options to purchase shares of Circa stock. Options
granted to outside directors are not exercisable for one year from date of
grant. Michael Fedida received options for 2,500 shares in 1990, 7,500
shares in 1991, 10,000 shares in 1992 and 10,000 shares in 1993, for total
options to purchase 30,000 shares, none of which have been exercised. Bruce
Hausman received options for 2,500 shares in 1990, 7,500 shares in 1991,
10,000 shares in 1992 and 10,000 shares in 1993, for total options to
purchase 30,000 shares, of which an option to purchase 2,500 shares was
exercised on August 7, 1993. Stanley Grey received options for 2,500 shares
in 1990, 7,500 shares in 1991, 10,000 shares in 1992 and 5,000 shares in
1993, for total options to purchase 25,000 shares, none of which have been
exercised. Kenneth Siegel became a director in 1993 and received an option
to purchase 2,500 shares.
The Company knows of no contractual arrangements which may, at a subsequent
date, result in a "change in control" of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of December 31, 1993 there was due to the Company the sum of
approximately $1,341,000 from a trust created on behalf of Mr. Raisfeld for
premiums paid by the Company for a split-dollar life insurance policy. This
sum will be repaid from the death benefits provided under Mr. Raisfeld's
policy and is secured by approximately $1,500,000 of cash surrender value.
As of December, 1991, the Company had advanced legal fees of $1,331,753
on behalf of Robert Shulman, a former President of the Company. No further
advances are being made on his behalf. The Company has instituted a legal
action against Mr. Shulman for reimbursement of legal fees advanced on his
behalf, and for damages caused to the Company by his wrongful conduct. In
March 1991, Mr. Shulman pledged shares of the Company's common stock owned
by him as security to assure reimbursement to the Company for the legal fees
advanced on his behalf, should the Company become entitled to such
reimbursement.
Under the terms of the agreements entered into between the Company and
Mr. Raisfeld and Dr. Sharoky, the Company must use its best efforts to cause
them to be reelected to the Board during the period of their employment with
Circa.
No director, officer, nominee for election as a director, or principal
security holder of the registrant, nor any relative or spouse of any of the
foregoing persons nor the Company itself is, or during the calendar year
1993, has been involved in any transaction, directly or indirectly, with
Circa or any pension, retirement, savings or similar plan provided by the
Company.
<PAGE>
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
The following graph coordinates compare the five-year cumulative return
from investing $100 in Circa common stock at the end of 1988 (dividends are
assumed to be reinvested when received) with the American Stock Exchange
(AMEX) Index and the Peer Group Index. The graph coordinates also include a
comparison of the return on such an investment with a peer group used in the
Company's 1993 Proxy Statement consisting of A.L. Labs, Inc., Barr
Laboratories, Inc., Biocraft Labs, Inc., Forest Laboratories, Inc., Glaxo
Holdings PLC ADR, Marsam Pharmaceuticals, Inc., Merck & Co., Pfizer, Inc.,
and Warner-Lambert Co.
Although the differences between the Peer Group Index and the group
used in the 1993 Proxy Statement are not material, in the Company's opinion
the Peer Group Index provides a more representative comparison for
shareholders because of the greater number of companies in the
pharmaceutical industry which are part of that index. For that reason, the
Company intends to use the Peer Group Index in future proxy statements.
1988 1989 1990 1991 1992 1993
Peer Group Index 100 139.91 167.48 270.53 222.88 202.82
AMEX Index 100 127.52 108.14 133.19 135.02 160.41
Circa Pharmaceuticals, Inc. 100 85.03 11.10 63.09 34.47 43.81
Prior Peer Group Index 100 137.16 167.87 315.96 257.10 230.19
<PAGE>
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.
CIRCA PHARMACEUTICALS, INC.
Dated: April 28, 1994
by:/s/Melvin Sharoky, M.D.
MELVIN SHAROKY, M.D., President
Chief Executive Officer
by:/s/Thomas P. Rice
THOMAS P. RICE, Executive Vice President
Chief Operating and Financial 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:
/s/Melvin Sharoky, M.D. Date: April 28, 1994
MELVIN SHAROKY, M.D., Director
/s/Thomas P. Rice Date: April 28, 1994
THOMAS P. RICE, Director
/s/Michael Fedida Date: April 28, 1994
MICHAEL FEDIDA, Director
/s/Stanley B. Grey Date: April 28, 1994
STANLEY B. GREY, Director
/s/Bruce Hausman Date: April 28, 1994
BRUCE HAUSMAN, Director
/s/Lawrence Raisfeld Date: April 28, 1994
LAWRENCE RAISFELD, Director
/s/Kenneth Siegel Date: April 28, 1994
KENNETH SIEGEL, Director
