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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
FOR THE FISCAL YEAR ENDED APRIL 30, 1999
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 0-17085
TECHNICLONE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 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) 508-6000
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 ____
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 $98,114,000 as of July 15, 1999, based upon a
closing price of $1.375 per share. Also, excludes 5,014,142 shares of Common
Stock held by executive officers, directors, and shareholders whose ownership
exceeds 5% of the Common Stock outstanding as of July 15, 1999.
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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.
76,369,778 shares of Common Stock
as of July 15, 1999
DOCUMENTS INCORPORATED BY REFERENCE.
Part III of the Form 10-K is incorporated by reference from the
Registrant's Definitive Proxy Statement for its 1999 Annual Shareholders'
Meeting.
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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.
TECHNICLONE CORPORATION
Dated: January 27, 2000 By: /s/ John N. Bonfiglio
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John N. Bonfiglio, Interim President
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 Capacity Date
- --------- -------- ----
/s/ Carlton Johnson Director January 27, 2000
- --------------------------------
Carlton Johnson
/s/ Edward Legere Director January 27, 2000
- --------------------------------
Edward Legere
/s/ Eric Swartz Director January 27, 2000
- --------------------------------
Eric Swartz
/s/ Clive R. Taylor, M.D., Ph.D. Director January 27, 2000
- --------------------------------
Clive R. Taylor, M.D., Ph.D.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 2-85628, 33-15102, 33-87662, 33-87664, and 333-17513; Form S-3 No.
333-63777, 333-63773, and 333-65125) of Techniclone Corporation of our report
dated July 2, 1999, with respect to the consolidated financial statements and
schedule of Techniclone Corporation included in the Annual Report (Form 10-K)
for the year ended April 30, 1999.
/s/ ERNST & YOUNG LLP
Orange County, California
January 27, 2000
EXHIBIT 23.2
TECHNICLONE CORPORATION
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
2-85628, 33-15102, 33-87662, 33-87664 and 333-17513 of Techniclone Corporation
(the Company) on Form S-8 and Registration Statements No. 333-63777, 333-63773
and 333-65125 on Form S-3 of our report dated June 15, 1998, except for Note 12,
as to which the date is July 17, 1998 (which expresses an unqualified opinion
and includes an explanatory paragraph regarding substantial doubt about the
Company's ability to continue as a going concern), appearing in the Annual
Report on Form 10-K of Techniclone Corporation for the year ended April 30,
1999.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
January 27, 2000
