GENOME THERAPEUTICS CORP
10-K/A, 1996-12-04
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>   1

                                                                           2925

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-K/A

(MARK ONE)
  X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
 ---  ACT OF 1934 [NO FEE REQUIRED]
      For the fiscal year ended: AUGUST 31, 1996
                                 ---------------

                                       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 number: 0-10824
                                                 -------
 
                            GENOME THERAPEUTICS CORP.
             ------------------------------------------------------ 
             (Exact name of registrant as specified in its charter)


                MASSACHUSETTS                               04-2297484
                -------------                               ----------
      (State or other jurisdiction of                    (I.R.S. employer
      incorporation or organization)                     identification number)


100 BEAVER STREET, WALTHAM, MASSACHUSETTS                          02154
- -----------------------------------------                          -----
(Address of principal executive offices)                         (Zip Code)

                  Registrant's telephone number: (617) 398-2300
                                                  -------------

Securities registered pursuant to Section 12 (b) of the Act:  NONE


          Securities registered pursuant to Section 12 (g) of the Act:
                          COMMON STOCK, $.10 PAR VALUE
                          ----------------------------
                                (Title of Class)

      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 [ ]


<PAGE>   2


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, Genome Therapeutics Corp. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on November 27,
1996.

                                          GENOME THERAPEUTICS CORP.



                                          /s/ Robert J. Hennessey
                                          ---------------------------------
                                          Robert J. Hennessey
                                          Chief Executive Officer



                                   SIGNATURES

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 indicated as of November 27, 1996.

Signature                           Title
- ---------                           -----

/s/ Robert J. Hennessey             Chairman, President,
- -----------------------------       Chief Executive Officer 
Robert J. Hennessey                      


/s/ Orrie M. Friedman               Director
- ----------------------------- 
Orrie M. Friedman


/s/ Philip Leder                    Director
- ----------------------------- 
Philip Leder


/s/ Lawrence Levy                   Director
- ----------------------------- 
Lawrence Levy


/s/ Donald J. McCarren              Director
- ----------------------------- 
Donald J. McCarren


/s/ Steven M. Rauscher              Director
- ----------------------------- 
Steven M. Rauscher


/s/ Fenel M. Eloi                   Vice President, Treasurer
- -----------------------------       Chief Financial Officer 
Fenel M. Eloi                       (Principal Financial and Accounting Officer)


<PAGE>   3
FOOTNOTES

(1)      Filed as exhibits to the Company's Registration Statement on Form S-1
(No. 2-75230) and incorporated herein by reference.

(2)      Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 27, 1982 and incorporated herein by reference.

(3)      Filed as exhibits to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 26, 1983 and incorporated herein by reference.

(4)      Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 25, 1984 and incorporated herein by reference.

(5)      Filed as exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1984 and incorporated herein by reference.

(6)      Filed as exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1985 and incorporated herein by reference.

(7)      Filed as exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1986 and incorporated herein by reference.

(8)      Filed as exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1987 and incorporated herein by reference.

(9)      Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended November 28, 1987 and incorporated herein by reference.

(10)     Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1988 and incorporated herein by reference.

(11)     Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1989 and incorporated herein by reference.

(12)     Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1990 and incorporated herein by reference.

(13)     Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1992 and incorporated herein by reference.

(14)     Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1993 and incorporated herein by reference.

(15)     Filed as an Exhibit of the Company's Annual Report on Form 10-K for 
the fiscal year ended August 31, 1994 and incorporated herein by reference.

(16)     Filed as an Exhibit to the Company's Annual Report on Form 10-K for 
the fiscal year ended August 31, 1995 and incorporated herein by reference.

(17)     Filed as an Exhibit to the Company's Annual Report on Form 10-K/A3 for
the year ended August 31, 1995 and incorporated herein by reference.

(18)     Filed as an Exhibit to the Company Registration Statement on Forms S-8
(File No. 33-61191) and incorporated herein by reference.

(19)     Filed as an Exhibit to the Company's amended Annual Report on Form 
10-K/A for the fiscal year ended August 31, 1995 and incorporated herein by
reference.

(20)     Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for 
the quarter ended November 25, 1995 and incorporated herein by reference.

(21)     Filed herewith.



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