SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 1995
Commission File Number 0-15313
BIO-TECHNOLOGY GENERAL CORP.
(Exact name of Registrant as specified in its charter)
Delaware 13-3033811
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
70 Wood Avenue South, Iselin, New Jersey 08830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 632-8800
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value
(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
7 1/2% Convertible Senior Subordinated Notes Due April 15, 1997.
11% Convertible Senior Subordinated Debentures Due 2006.
Warrants to Purchase Shares of Common Stock, par value $.01 per share,
at a purchase price of $5.49 per Share
Warrants to Purchase Shares of Common Stock, par value $.01 per share,
at a purchase price of $6.00 per Share.
(Title of each 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. [ ]
Aggregate market value of the Registrant's Common Stock held by non-affiliates
at March 20, 1996 (based on the closing sale price for such shares as reported
by the National Association of Securities Dealers Automated Quotation System):
$246,763,098. Common Stock outstanding as of March 20, 1996: 43,682,333 shares.
Documents incorporated by reference: None
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Financial Statements
(1) and (2) See "Index to Consolidated Financial Statements" at Item 8
of this Annual Report on Form 10-K.
(3) Exhibits
Certain exhibits presented below contain information that has been
granted or is subject to a request for confidential treatment. Such information
has been omitted from the exhibit. Exhibit Nos. 10(a), (r), (s), (t), (aa),
(bb), (cc), (ff) and (ss) are management contracts, compensatory plans or
arrangements.
Exhibit No. Description
- ----------- -----------
3(a) Certificate of Incorporation of the Registrant, as amended. *(1)
(b) By-laws of the Registrant, as amended through October 24, 1994.
*(2)
10(a) Bio-Technology General Corp. Stock Option Plan, as amended
through May 29, 1991.*(3)
(b) Agreement, dated as of November 23, 1983, between the Company and
American Cyanamid Company. *(4)
(c) Agreement, dated January 25, 1981, between Bio-Technology General
(Israel) Ltd. and Yeda Research and Development Co., Ltd.
("Yeda"). *(5)
(d) Agreement, dated February 12, 1982, between Bio-Technology
General (Israel) Ltd. and the Office of the Chief Scientist of
the Ministry of Industry, Commerce and Tourism (the "Chief
Scientist") (Cattle Growth Hormone). *(5)
(e) Agreement, dated March 21, 1983, between Bio-Technology General
(Israel) Ltd. and the Chief Scientist (Anti-depressant). *(5)
(f) Letter from the Chief Scientist to Bio-Technology General
(Israel) Ltd. *(5)
(g) Letter from the Company to Yeda relating to bGH and hSOD. *(4)
(h) Agreement, dated January 20, 1984, between Bio-Technology General
(Israel) Ltd., and the Chief Scientist with regard to certain
projects. *(6)
(i) Agreement, dated July 9, 1984, between the Company and Yeda. *(6)
(j) Agreement, dated as of January 1, 1984, between the Company and
Yissum. *(7)
(k) Research and Development Service Agreement, dated May 9, 1983,
between the Company and Bio-Technology General (Israel) Ltd., as
amended. *(7)
<PAGE>
Exhibit No. Description
- ----------- -----------
(l) Indenture, dated as of February 15, 1986, between the Company and
United States Trust Company of New York, as Trustee. *(8)
(m) Indenture, dated as of April 15, 1987, between the Company and
United States Trust Company of New York, as Trustee. *(9)
(n) Supplemental Indenture, dated as of October 27, 1989 to the
Indenture dated as of April 15, 1987, between the Company and
United States Trust Company of New York, as Trustee. *(10)
(o) Indenture, dated as of October 30, 1989, between the Company and
Continental Stock Transfer and Trust Company, as Trustee,
relating to the Series A 7 1/2% Senior Secured Convertible Notes
due 1995 and the Series B 11% Senior Secured Convertible Notes
due 1998. *(10)
(p) Form of Indemnity Agreement between the Company and its directors
and officers. *(11)
(q) Agreement, dated November 18, 1988, between the Company and Yeda.
*(12)
(r) Employment Agreement, dated as of January 1, 1990, between the
Company and Dr. Sim Fass.*(13)
(s) Bio-Technology General Corp. Stock Compensation Plan for Outside
Directors, as amended through March 1991. *(3)
(t) Bio-Technology General Corp. Stock Option Plan for New Directors,
as amended through March 1991. *(3)
(u) Common Stock and Warrant Purchase Agreement dated as of July 20,
1990 by and among the Company and the purchasers named therein.
*(14)
(v) Common Stock and Warrant Purchase Agreement, dated as of May 16,
1991. *(15)
(w) Reacquisition of Rights Agreement, effective June 12, 1991
between the Company and The Du Pont Merck Pharmaceutical Company.
*(16)
(x) Common Stock and Warrant Purchase Agreement dated August 26,
1991. *(17)
(y) Common Stock and Warrant Purchase Agreement, dated December 19,
1991, among Bio-Technology General Corp. and the purchasers named
therein. *(18)
(z) Common Stock and Warrant Purchase Agreement, dated as of December
19, 1991, among Bio-Technology General Corp. and the non-U.S.
purchasers named therein. *(18)
(aa) Employment Agreement, dated as of September 5, 1990, between the
Company and David Haselkorn. *(19)
<PAGE>
Exhibit No. Description
- ----------- -----------
(bb) Employment Agreement, dated as of September 5, 1990, between
Bio-Technology General (Israel) Ltd. and Marian Gorecki. *(19)
(cc) Employment Agreement, dated as of June 1, 1992, between the
Company and Nadim Kassem. *(19)
(dd) Agreement, dated as of November 17, 1992, between the Company and
SmithKline Beecham Intercredit B.V. *(19)
(ee) Exclusive Distribution Agreement, dated as of November 9, 1992,
between the Company and Ferring B.V. *(19)
(ff) Bio-Technology General Corp. 1992 Stock Option Plan, as amended.
*(1)
(gg) Agreement and Plan of Merger, dated as of March 9, 1993, by and
among the Company, BTG Acquisition Subsidiary, Inc. and Gynex
Pharmaceuticals, Inc. *(20)
(hh) Sales Agency Agreement, dated as of July 20, 1993, as amended as
of December 31, 1993, by and among Bio-Technology General Corp.,
Bio-Cardia Corporation and D. Blech & Company, Incorporated.
*(21)
(ii) Technology License Agreement, dated as of December 31, 1993,
between Bio-Technology General Corp. and Bio-Cardia Corporation.
*(21)
(jj) Research and Development Agreement, dated as of December 31,
1993, between Bio-Technology General Corp. and Bio-Cardia
Corporation. *(21)
(kk) Marketing Option Agreement, dated as of December 31, 1993,
between Bio-Technology General Corp. and Bio-Cardia Corporation.
*(21)
(ll) Supply Agreement, dated as of December 31, 1993, between
Bio-Technology General (Israel) Ltd. and Bio-Cardia Corporation.
*(21)
(mm) Form of Warrant to purchase shares of Bio-Technology General
Corp. Common Stock. *(21)
(nn) Form of Stock Purchase Option Agreement among Bio-Technology
General Corp. and each stockholder of Bio-Cardia Corporation.
*(21)
(oo) Registration Rights Agreement, dated as of December 31, 1993,
made by Bio-Technology General Corp. in favor of the Warrant
holders. *(21)
(pp) Exclusive Distribution Agreement, dated as of December 29, 1993,
between Bio-Technology General Corp. and Novopharm Limited.
*(22)
(qq) Agreement, dated as of December 22, 1993, between Bio-Technology
General Corp. and SmithKline Beecham Intercredit B.V. *(22)
<PAGE>
Exhibit No. Description
- ----------- -----------
(rr) Employment Agreement, dated as of August 9, 1993, between
Bio-Technology General Corp. and Stephen M. Simes. *(22)
(ss) Employment Agreement, dated as of September 21, 1993, between
Bio-Technology General Corp. and Matthew Pazaryna. *(22)
(tt) Bio-Technology General Corp. Common Stock Purchase Agreement,
dated as of October 4, 1994, by and between the Company and
Elliott Associates, L.P. *(23)
(uu) Bio-Technology General Corp. Common Stock Purchase Agreement,
dated as of October 4, 1994, by and between the Company and Grace
Holdings, L.P. *(23)
(vv) Bio-Technology General Corp. Common Stock Purchase Agreement,
dated as of October 4, 1994, by and between the Company and Momar
Corporation. *(23)
(ww) Bio-Technology General Corp. Common Stock Purchase Agreement,
dated as of October 4, 1994, by and between the Company and WACO
Partners. *(23)
(xx) Purchase and Supply Agreement, dated as of December 1, 1995,
between Bio-Technology General Corp. and Quantum Health
Resources.+*(25)
(yy) Support Services Agreement, dated as of December 1, 1995,
between Bio-Technology General Corp. and Quantum Health
Resources.+*(25)
(zz) Amended and Restated Research and Development Services Agreement,
dated as of December 28, 1995 by and between Bio-Technology
General Corp. and Bio-Technology General (Israel) Ltd.*(25)
(aaa) Employment Agreement, dated as of January 29, 1995 between
Bio-Technology General Corp. and Ernest L. Kelly.*(25)
(bbb) Agreement, dated as of December 29, 1995, by and among
Bio-Technology General Corp., Bio-Cardia Corporation and
Bio-Technology General (Israel) Ltd.*(25)
14(a) Patent issued by the British Patent Office. *(6)
21 Subsidiaries of the Company.*(24)
23.1 Consent of Arthur Andersen LLP.
Exhibits have been included in copies of this Report filed with the
Securities and Exchange Commission. Stockholders of the Company will be provided
with copies of these exhibits upon written request to the Company.
- -------------------
+ A request for confidential treatment has been made for portions of such
document. Confidential Portions have been omitted and filed separately with the
Commission as required by Rule 406(b).
* Previously filed with the Commission as Exhibits to, and incorporated herein
by reference from, the following documents:
(1) Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994.
(2) Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1994.
(3) Company's Annual Report on Form 10-K for the year ended December 31, 1991.
(4) Company's Annual Report on Form 10-K for the year ended December 31, 1983.
(5) Registration Statement on Form S-1 (File No. 2-84690).
(6) Registration Statement on Form S-1 (File No. 33-2597).
(7) Registration Statement on Form S-2 (File No. 33-12238).
(8) Company's Annual Report on Form 10-K for the year ended December 31, 1985.
(9) Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1987.
(10) Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1989, as amended on Form 8 dated November 15, 1989.
<PAGE>
(11) Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1987.
(12) Company's Annual Report on Form 10-K for the year ended December 31, 1988.
(13) Company's Annual Report on Form 10-K for the year ended December 31, 1989.
(14) Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1990.
(15) Report on Form 8-K dated May 16, 1991.
(16) Registration Statement on Form S-3 (File No. 33-39018).
(17) Registration Statement on Form S-3 (File No. 33-42583).
(18) Registration Statement on Form S-3 (File No. 33-44359).
(19) Company's Annual Report on Form 10-K for the year ended December 31, 1992.
(20) Company's Current Report on Form 8-K dated March 9, 1993.
(21) Company's Current Report on Form 8-K dated December 31, 1993.
(22) Company's Annual Report on Form 10-K for the year ended December 31, 1993.
(23) Company's Current Report on Form 8-K dated October 12, 1994.
(24) Company's Annual Report on Form 10-K for the year ended December 31, 1994.
(25) Company's Annual Report on Form 10-K for the year ended December 31, 1995.
(b) Reports on Form 8-K
Current Report on Form 8-K dated October 12, 1994, relating to the
Company's sale of 5,142,857 shares of the Company's common stock.
Current Report on Form 8-K dated December 9, 1994, relating to a
restructuring of the Company's Board of Directors.
(c) Exhibits
See (a) (3) above.
(d) Financial Statement Schedule
See "Index to Consolidated Financial Statements and Supplemental Schedule"
at Item 8 of this Annual Report on Form 10-K. Schedules not included herein
are omitted because they are not applicable or the required information
appears in the Consolidated Financial Statements or notes thereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Bio-Technology General Corp.
By: /s/ SIM FASS
----------------------------
(Sim Fass)
President and CEO
April 2, 1996
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independant public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K, into the Company's previously filed
Registration Statements File Numbers 33-69870, 33-51202, 33-83904, 33-41592,
33-41598, 33-41591, 33-44359, 33-39018, 33-46628, 33-43718, 33-83902 and
33-88224.
/s/ ARTHUR ANDERSON LLP
New York, New York
March 26, 1996
