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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended April 30, 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
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Commission file number 0-17085
TECHNICLONE INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
California 95-3698422
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14282 Franklin Avenue, Tustin, California 92780-7017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 838-0500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
(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
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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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $64,449,225 as of July 1, 1996, based upon average
bid and asked prices of such stock.
[Cover page 1 of 2 pages]
Page 1 of 8 Pages
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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicated by check mark whether the Registrant has filed all documents
and reports required to be filed by Sections 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. YES . NO .
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APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
20,869,675 shares of Common Stock
as of July 1, 1996
DOCUMENTS INCORPORATED BY REFERENCE.
None.
[Cover page 2 of 2 pages]
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) (1) Financial Statements (Incorporated by reference to the Exhibit
contained in Registrant's Annual Report on Form 10-K for the
year ended April 30, 1996 as filed with the Commission on or
about July 26, 1996)
(2) Financial Statement Schedules (Incorporated by reference to
the Exhibit contained in Registrant's Annual Report on Form
10-K for the year ended April 30, 1996 as filed with the
Commission on or about July 26, 1996)
(3) Exhibits
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Exhibit Sequential
Number Description Page No.
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3.1 Articles of Incorporation of the Registrant, as Amended to Date
(Incorporated by reference to the exhibit contained in
Registrant's Current Report on Form 8-K dated December 27, 1995,
as filed with the Commission on or about January 24, 1996)
3.2 Bylaws of the Registrant, as currently in effect **
4.1 Form of Certificate for Common Stock **
4.2 Form of Techniclone Research Partners I Warrants *
4.3 Form of Series A Convertible Debentures *
4.4 Form of Subscription Agreement entered into with Series B
Convertible Preferred Stock Subscribers (Incorporated by
reference to Exhibit 4.1 contained in Registrant's Report on
Form 8-K dated December 27, 1995, as filed with the
Commission on or about January 24, 1996)
4.5 Registration Rights Agreement dated December __, 1995, by and among
Swartz Investments, Inc. and the holders of the Registrant's Series B
Convertible Preferred Stock (incorporated by reference to Exhibit 4.2
contained in Registrant's Current Report on Form 8-K dated December 27,
1995 as filed with the Commission on or about January 24, 1996)
4.6 Warrant to Purchase Common Stock of Registrant issued to
Swartz Investments, Inc. (Incorporated by reference to
Exhibit 4.3 contained in Registrant's Current Report on
Form 8-K dated December 27, 1995 as filed with the
Commission on or about January 24, 1996
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10.5 Research and Development Contract, dated December 31, 1981 and
amended March 1, 1982, between Registrant and Celltech Partners I **
10.6 Option Agreement, dated December 31, 1981 and amended March 1, 1982,
between Registrant and Celltech Partners I **
10.12 Secrecy Agreement, dated April 24, 1981, and proposed License
Agreement by and between Registrant and the Regents of the
University of California **
10.16 Agreement to purchase Registrant's Stock dated June 16, 1986,
between Registrant and American Cyanamid Company ***
10.17 Agreement to purchase 400,000 shares of Registrant's Common Stock
dated April 29, 1988 between Registrant and American Cyanamid Company ****
10.22 1982 Stock Option Plan *****
10.23 Incentive Stock Option, Nonqualified Stock Option and Restricted
Stock Purchase Plan - 1986 ******
10.24 Cancer Biologics Incorporated Incentive Stock Option, Nonqualified
Stock Option and Restricted Stock Purchase Plan - 1987 *
10.25 Amendment to 1982 Stock Option Plan dated March 1, 1988 *
10.26 Amendment to 1986 Stock Option Plan dated March 1, 1988 *
10.27 License Agreement dated May 12, 1986 between Registrant and Cancer
Biologics Incorporated *
10.28 Lease Agreement dated February 1, 1988 between Registrant and
McKellar Development of La Jolla *
10.29 Stock Purchase Agreement dated November 1987, between Registrant
and Cancer Biologics Incorporated *
10.30 Lease Agreement dated September 10, 1991 between Registrant and
McKellar Development of La Jolla
10.31 Agreement dated February 5, 1996, between Cambridge Antibody
Technology, Ltd. and Registrant (Incorporated by reference to
Exhibit 10.1 contained in Registrant's Current Report on Form 8-K
dated February 5, 1996, as filed with the Commission on or about
February 8, 1996)
10.32 Distribution Agreement dated February 29, 1996, between Biotechnology
Development, Ltd. and Registrant (Incorporated by reference to
Exhibit 10.1 contained in Registrant's Current Report on
Form 8-K dated February 29, 1996, as filed with the Commission
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on or about March 7, 1996)
10.33 Option Agreement dated February 29, 1996, by and between
Biotechnology Development, Ltd. and Registrant (Incorporated by
reference to Exhibit 10.2 contained in Registrant's Current Report
on Form 8-K dated February 29, 1996, as filed with the Commission
on or about March 7, 1996)
10.34 Purchase Agreement for Real Property and Escrow Instructions
dated as of March 22, 1996, by and between TR Koll Tustin Tech
Corp. and Registrant (Incorporated by reference to Exhibit 10.1
contained in Registrant's Current Report on Form 8-K dated
March 25, 1996, as filed with the Commission on or about
April 5, 1996)
11.1 Computation of Net Income (Loss) Per Share (Incorporated by reference
to the Exhibit contained in Registrant's Annual Report on Form 10-K
for the year ended April 30, 1996 as filed with the Commission on
or about July 26, 1996)
22 Subsidiaries of the Registrant None
23 Consent of Deloitte & Touche LLP (Incorporated by reference
to the Exhibit contained in Registrant's Annual Report on Form 10-K
for the year ended April 30, 1996 as filed with the Commission
on or about July 26, 1996)
27 Financial Data Schedule 8
(b) Reports on Form 8-K:
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(i) Current Report on Form 8-K as filed with the Commission on
January 24, 1996, reporting the issuance and sale of the Series B
Convertible Preferred Stock
(ii) Current Report on Form 8-K as filed with the Commission on
February 8, 1996, reporting the agreement with Cambridge
Antibody Technology, Ltd.
(iii) Current Report on Form 8-K as filed with the Commission on
March 7, 1996, reporting the Distribution Agreement with
Biotechnology Development, Ltd.
(iv) Current Report on Form 8-K as filed with the Commission on
April 5, 1996, reporting the agreement to purchase the
Company's facility
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* Incorporated by reference to the exhibit of the same number
contained in Registrant's Annual Report on Form 10-K for the
year ended April 30, 1988.
** Incorporated by reference to the exhibit of the same number
contained in Registrant's Registration Statement on Form S-18
(File No. 2-78552).
*** Incorporated by reference to the exhibit of the same number
contained in Registrant's Annual Report on Form 10-K for the
year ended April 30, 1986.
**** Incorporated by reference to the exhibit contained in
Registrant's Current Report on Form 8-K dated April 29, 1988.
***** Incorporated by reference to the exhibit contained in
Registrant's Registration Statement on Form S-8 filed August 4,
1983 (File No. 2-85628).
****** Incorporated by reference to the exhibit contained in
Registrant's Registration Statement on Form S-8 dated June 16,
1987 (File No. 33-15102).
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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 Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
TECHNICLONE INTERNATIONAL CORPORATION
Dated: August 28, 1996 By: /ss/ Lon H. Stone
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Lon H. Stone, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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Signature Capacity Date
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/ss/ Lon H. Stone Chairman of the Board, August 28, 1996
- ---------------------------------- President, Chief Executive
Lon H. Stone Officer and Director
/ss/ William V. Moding Vice President-Finance, August 28, 1996
- -------------------------- Chief Financial Officer,
William V. Moding Secretary and Director
/ss/ Rudolph C. Shepard Assistant Secretary August 28, 1996
- -------------------------- and Director
Rudolph C. Shepard
/ss/ Clive R. Taylor, M.D. Director August 28, 1996
- ----------------------------------
Clive R. Taylor, M.D.,
Ph.D.
Director August __, 1996
- ----------------------------------
Edward Joseph Legere II
Director August __, 1996
- ----------------------------------
Carmelo J. Santoro
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<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-1-1996
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<CASH> 4,179
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<COMMON> 21,134
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