SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A No. 1
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997 or
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission file number 0-12081
AQUILA BIOPHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (508) 797-5777 04-3307818
(State or Other Jurisdiction of (Registrant's telephone (IRS Employer
Incorporation or Organization) number, including area code) Identification No.)
365 Plantation Street, Worcester, MA 01605
(Address of Principal Executive Offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 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.
X 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 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 5,466,710 shares of voting stock
held by non-affiliates of the registrant as of March 16, 1998
was approximately 42,025,333 based on the last sale price of
such stock on such date.
Indicated by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
X YES NO
Common Stock Outstanding as of March 13, 1998: 5,828,671 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the definitive proxy statement in connection with the
annual meeting of shareholders to be held May 20, 1998 are
incorporated by reference into Part III of Form 10-K.
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) 1. Financial Statements.
The following documents are filed as part of this report:
i. Report of Independent Auditors.
ii. Statements of Operations for each of the
three years in the period ended December 31, 1997.
iii. Balance Sheets as of December 31, 1997 and 1996
iv. Statements of Cash Flows for each of the
three years in the period ended December 31, 1997.
v. Statements of Shareholders' Equity for each
of the three years in the period ended December
31, 1997.
vi. Notes to Financial Statements.
2. Financial Statement Schedules.
None required.
3. Exhibits.
2. Confirmed Reorganization Plan
(consisting of Reorganization Plan, dated May 20,
1996, and modification date of July 15, 1996)
(incorporated by reference to Exhibit 2 to current
report on Form 8-K, dated July 18, 1996, File No.
0-12081).
3.1 Amended and Restate Certificate of
Incorporation, effective July 25, 1996
(incorporated by reference to Exhibit 2 to Form 8-
K, dated July 18, 1996, File No. 0-12081).
3.2 Certificate of Amendment of Amended and
Restated Certificate of Incorporation, effective
March 24, 1997 (incorporated by reference to
Exhibit 3.2 to Annual Report on Form 10-K for
fiscal year ended December 31, 1996, File No. 0-
12081).
3.3 By-laws (incorporated by reference to
Exhibit 2 to Form 8-K, dated July 18, 1996, File
No. 0-12081).
4.1 Specimen Certificate representing common
stock of the Company Incorporated by reference to
Exhibit 4.1 to From 8-K, dated October 21, 1996,
File No. 0-12081).
4.5 Long Term Debt. No instrument which
defines the rights of holders of long term debt of
the Company is filed herewith. The Company hereby
agrees to furnish a copy of any such instrument to
the SEC upon request.
*10.1 Contract Research and License
Agreement with Virbac Laboratories, S.A. dated
July 6, 1983 (incorporated by reference to Exhibit
10.31 to Annual Report on Form 10-K for fiscal
year ended December 31, 1983, File No. 0-12081).
*10.1.1 Amendment to Agreement with Virbac
Laboratories, S.A. (incorporated by reference to
Exhibit 10.10.1 to Annual Report on Form 10-K for
fiscal year ended December 31, 1988, File No. 0-
12081).
*10.2 Lease for Worcester Massachusetts
facility (incorporated by reference to Exhibit 10.
13 to Annual Report on Form 10-K for fiscal year
ended December 31, 1986, File No. 0-12081).
10.2.1 Amendment to Lease Agreement for
Worcester Massachusetts facility (incorporated by
reference to Exhibit 10.18 to Annual Report on
Form 10-K for fiscal year ended December 31, 1992,
File No. 0-12801).
*10.3 License, Development and Supply
Agreement with SmithKline Beecham, p.l.c., dated
as of September 11, 1992, as amended by Agreement
dated as of March 31, 1993 (incorporated by
reference to Exhibit 10-17 to Annual Report of
Form 10-K for fiscal year ended December 31, 1992,
File No. 0-12081).
tm10.4 Employment Agreement with Alison
Taunton-Rigby, dated April 6, 1995 (incorporated
by reference to Exhibit 10.17 to Annual Report on
Form 10-K for fiscal year ended December 31, 1995,
File No. 01-12081).
tm10.5 Employment Agreement with Gerald A.
Beltz, dated August 21, 1995 (incorporated by
reference to Exhibit 10.18 to Annual Report on
Form 10-K for fiscal year ended December 31, 1995,
File No. 01-12081).
tm10.6 Employment Agreement with Deborah
Blackburn Grabbe, dated August 21, 1995
(incorporated by reference to Exhibit 10.19 to
Annual Report on Form 10-K for fiscal year ended
December 31, 1995, File No. 01-12081).
tm10.7 Employment Agreement with Robert B.
Kammer, dated August 21, 1995 (incorporated by
reference to Exhibit 10.19 to Annual Report on
Form 10-K for fiscal year ended December 31, 1995,
File No. 01-12081).
tm10.8 Employment Agreement with Stephen
J. DiPalma, dated March 1, 1996 (incorporated by
reference to Exhibit 10.8 to Annual Report on Form
10-K for fiscal year ended December 31, 1996, File
No. 01-12081).
10.9 Master Acquisition Agreement by and
among bioMerieux Vitek, Inc., Aquila
Biopharmaceuticals, Inc. and Cambridge Biotech
Corporation, dated as of April 4, 1996
(incorporated by reference to Exhibit 10.1 to
quarterly report on Form 10-Q for quarter ended
June 30, 1996, File No. 0-12081).
10.10 Asset Purchase Agreement between
Meridian Diagnostics, Inc. and Cambridge Biotech
Corporation, dated as of June 24, 1996
(incorporated by reference to Exhibit 2.1 to
current report on Form 8-K, dated June 24, 1996,
File No. 0-12081).
10.11 1996 Stock Award and Option Plan
(incorporated by reference to Exhibit 10.12 to
Annual Report on Form 10-K for fiscal year ended
December 31, 1996, File No. 01-12081).
10.12 1996 Directors Stock Award and
Option Plan (incorporated by reference to
Exhibit 10.13 to Annual Report on Form 10-K for
fiscal year ended December 31, 1996, File No.
01-12081).
10.13 1996 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.14 to
Annual Report on Form 10-K for fiscal year ended
December 31, 1996, File No. 01-12081).
tm10.14 1996 Employee Retention
Agreement (incorporated by reference to
Exhibit 10.2 to Quarterly Report on Form 10-Q for
fiscal quarter ended September 30, 1997, File No.
01-12081).
tmo10.15 Employment Agreement with James L.
Warren, dated January 17, 1998.
o11. Computation of Earnings Per Share.
o23.1 Consent of Independent Accountants.
o27. Financial Data Schedule.
(b) Reports on Form 8-K filed in the last quarter of 1996.
None.
____________________________
o Filed herewith as part of this Annual Report on Form 10-K
* Confidential treatment previously granted.
tm Management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of Section 13 and 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.
Aquila Biopharmaceuticals, Inc.
September 30, 1998 By: /s/ James L. Warren
James L. Warren
Vice President - Finance, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT INDEX
2. Confirmed Reorganization Plan
(consisting of Reorganization Plan, dated May 20,
1996, and modification date of July 15, 1996)
(incorporated by reference to Exhibit 2 to current
report on Form 8-K, dated July 18, 1996, File No.
0-12081).
3.1 Amended and Restate Certificate of
Incorporation, effective July 25, 1996
(incorporated by reference to Exhibit 2 to Form 8-
K, dated July 18, 1996, File No. 0-12081).
3.2 Certificate of Amendment of Amended and
Restated Certificate of Incorporation, effective
March 24, 1997 (incorporated by reference to
Exhibit 3.2 to Annual Report on Form 10-K for
fiscal year ended December 31, 1996, File No. 0-
12081).
3.3 By-laws (incorporated by reference to
Exhibit 2 to Form 8-K, dated July 18, 1996, File
No. 0-12081).
4.1 Specimen Certificate representing common
stock of the Company Incorporated by reference to
Exhibit 4.1 to From 8-K, dated October 21, 1996,
File No. 0-12081).
4.5 Long Term Debt. No instrument which
defines the rights of holders of long term debt of
the Company is filed herewith. The Company hereby
agrees to furnish a copy of any such instrument to
the SEC upon request.
*10.1 Contract Research and License
Agreement with Virbac Laboratories, S.A. dated
July 6, 1983 (incorporated by reference to Exhibit
10.31 to Annual Report on Form 10-K for fiscal
year ended December 31, 1983, File No. 0-12081).
*10.1.1 Amendment to Agreement with Virbac
Laboratories, S.A. (incorporated by reference to
Exhibit 10.10.1 to Annual Report on Form 10-K for
fiscal year ended December 31, 1988, File No. 0-
12081).
*10.2 Lease for Worcester Massachusetts
facility (incorporated by reference to Exhibit 10.
13 to Annual Report on Form 10-K for fiscal year
ended December 31, 1986, File No. 0-12081).
10.2.1 Amendment to Lease Agreement for
Worcester Massachusetts facility (incorporated by
reference to Exhibit 10.18 to Annual Report on
Form 10-K for fiscal year ended December 31, 1992,
File No. 0-12801).
*10.3 License, Development and Supply
Agreement with SmithKline Beecham, p.l.c., dated
as of September 11, 1992, as amended by Agreement
dated as of March 31, 1993 (incorporated by
reference to Exhibit 10-17 to Annual Report of
Form 10-K for fiscal year ended December 31, 1992,
File No. 0-12081).
tm10.4 Employment Agreement with Alison
Taunton-Rigby, dated April 6, 1995 (incorporated
by reference to Exhibit 10.17 to Annual Report on
Form 10-K for fiscal year ended December 31, 1995,
File No. 01-12081).
tm10.5 Employment Agreement with Gerald A.
Beltz, dated August 21, 1995 (incorporated by
reference to Exhibit 10.18 to Annual Report on
Form 10-K for fiscal year ended December 31, 1995,
File No. 01-12081).
tm10.6 Employment Agreement with Deborah
Blackburn Grabbe, dated August 21, 1995
(incorporated by reference to Exhibit 10.19 to
Annual Report on Form 10-K for fiscal year ended
December 31, 1995, File No. 01-12081).
tm10.7 Employment Agreement with Robert B.
Kammer, dated August 21, 1995 (incorporated by
reference to Exhibit 10.19 to Annual Report on
Form 10-K for fiscal year ended December 31, 1995,
File No. 01-12081).
tm10.8 Employment Agreement with Stephen
J. DiPalma, dated March 1, 1996 (incorporated by
reference to Exhibit 10.8 to Annual Report on Form
10-K for fiscal year ended December 31, 1996, File
No. 01-12081).
10.9 Master Acquisition Agreement by and
among bioMerieux Vitek, Inc., Aquila
Biopharmaceuticals, Inc. and Cambridge Biotech
Corporation, dated as of April 4, 1996
(incorporated by reference to Exhibit 10.1 to
quarterly report on Form 10-Q for quarter ended
June 30, 1996, File No. 0-12081).
10.10 Asset Purchase Agreement between
Meridian Diagnostics, Inc. and Cambridge Biotech
Corporation, dated as of June 24, 1996
(incorporated by reference to Exhibit 2.1 to
current report on Form 8-K, dated June 24, 1996,
File No. 0-12081).
10.11 1996 Stock Award and Option Plan
(incorporated by reference to Exhibit 10.12 to
Annual Report on Form 10-K for fiscal year ended
December 31, 1996, File No. 01-12081).
10.12 1996 Directors Stock Award and
Option Plan (incorporated by reference to
Exhibit 10.13 to Annual Report on Form 10-K for
fiscal year ended December 31, 1996, File No.
01-12081).
10.13 1996 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.14 to
Annual Report on Form 10-K for fiscal year ended
December 31, 1996, File No. 01-12081).
tm10.14 1996 Employee Retention
Agreements (incorporated by reference to
Exhibit 10.2 to Quarterly Report on Form 10-Q for
fiscal quarter ended September 30, 1997, File No.
01-12081).
tmo10.15 Employment Agreement with James L.
Warren, dated January 17, 1998.
o11. Computation of Earnings Per Share.
o23.1 Consent of Independent Accountants.
o27.1 Financial Data Schedule.
o27.2 Restated Financial Data Schedule for the periods ending
June 30, September 30 and December 31, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Statements
of Operations, Balance Sheets, Statements of Cash Flows and Statement of
Shareholders' Equity, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 6-MOS 9-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-END> JUN-30-1996 SEP-30-1996 DEC-31-1996
<CASH> 14,876 16,350 9,112
<SECURITIES> 0 0 8,563
<RECEIVABLES> 3,117 2,790 1,724
<ALLOWANCES> (158) (173) (179)
<INVENTORY> 4,856 4,568 451
<CURRENT-ASSETS> 23,146 24,164 21,271
<PP&E> 24,407 24,434 17,740
<DEPRECIATION> (18,794) (19,538) (13,431)
<TOTAL-ASSETS> 29,667 30,482 26,312
<CURRENT-LIABILITIES> 9,928 8,137 5,114
<BONDS> 4,019 4,018 4,056
0 0 0
0 0 0
<COMMON> 261 261 50
<OTHER-SE> 7,703 10,392 16,867
<TOTAL-LIABILITY-AND-EQUITY> 29,667 30,482 26,312
<SALES> 501 713 890
<TOTAL-REVENUES> 3,334 5,169 6,573
<CGS> 615 815 1,468
<TOTAL-COSTS> 3,378 4,657 6,718
<OTHER-EXPENSES> 3,313 5,796 7,136
<LOSS-PROVISION> 15 15 50
<INTEREST-EXPENSE> 10 14 114
<INCOME-PRETAX> (2,095) 377 (1,110)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (2,095) 377 (1,110)
<DISCONTINUED> 6,113 6,330 9,109
<EXTRAORDINARY> 0 0 (2,040)
<CHANGES> 0 0 0
<NET-INCOME> 4,018 6,707 5,960
<EPS-PRIMARY> 1.17 1.95 1.60
<EPS-DILUTED> 1.17 1.90 1.60<F1>
<FN>
<F1>The EPS calculations reflect the Company's adoptions of FAS 128, "Earnings per
Share". This FASB Statement uses a revised method of calculating EPS,
replacing the terms "Primary" and "Fully diluted" with "Basic" and "Diluted".
</FN>
</TABLE>
