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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
DECEMBER 31, 1996 OR
TRANSACTION 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 0-20726
CORTECH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0894091
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6850 N. BROADWAY, SUITE G 80221
DENVER, COLORADO (Zip Code)
(Address of principal executive offices)
(303) 650-1200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.002 par value
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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 or any
amendment to this Form 10-K. /X/
The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based upon the closing price on the Nasdaq National Market, was
approximately $20 million as of February 28, 1997.
The number of shares of Common Stock outstanding as of February 28, 1997, was
18,518,079.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the registrant's
Annual Meeting of Stockholders, to be held on May 28, 1997, are incorporated
by reference to the extent stated herein.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Description
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10.55 - Amendment No. 1 To Executive Officers' Severance Benefit Plan
10.56 - Separation Agreement dated December 18, 1996, between the Company
and Gilbert W. Carnathan
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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, on this 31st day of March, 1997.
CORTECH, INC.
By: /s/ JOSEPH L. TURNER
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Joseph L. Turner
VICE PRESIDENT OF FINANCE AND ADMINISTRATION
AND PRINCIPAL ACCOUNTING OFFICER
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EXHIBIT 10.55
AMENDMENT NO. 1
TO EXECUTIVE OFFICERS' SEVERANCE BENEFIT PLAN
NOW, THEREFORE, BE IT RESOLVED, that the Executive Officers' Severance
Benefit Plan is hereby amended to provide for a benefit period of up to 24
months duration. Section 2 (a) (v) is therefore amended to read as follows:
(v) "Benefit Period" shall mean the period commencing on the date an
employee of the Company other than the Chief Executive Officer becomes an
Eligible Employee as defined in clause (i) of this Subsection (a) (the
"Termination Date") and (i) continuing for eighteen (18) months following
the Termination Date, if the Termination Date occurs at any time within
sixty (60) days prior to, or twelve (12) months after, the Change in
Control, or (ii) if the Termination Date occurs between thirteen (13)
months and thirty (30) months following the Change in Control, continuing
for the period following the Termination Date determined by reducing thirty
(30) months by the number of months the Eligible Employee other than the
Chief Executive Officer was employed by the Company following the Change in
Control. For example, if the Termination Date occurs twenty-three (23)
months following the Change in Control, the Benefit Period shall be seven
(7) months.
For the Chief Executive Officer, "Benefit Period" shall mean the
period commencing on the date the Chief Executive Officer becomes an
Eligible Employee as defined in clause (i) of this Subsection (a) (the
"Termination Date") and (i) continuing for twenty-four (24) months
following the Termination Date, if the Termination Date occurs at any time
within sixty (60) days prior to, or twelve (12) months after, the Change in
Control, or (ii) if the Termination Date occurs between thirteen (13)
months and thirty-six (36) months following the Change in Control,
continuing for the period following the Termination Date determined by
reducing thirty-six (36) months by the number of months the Chief Executive
Officer was employed by the Company following the Change in Control. For
example, if the Termination Date occurs twenty-three (23) months following
the Change in Control, the Benefit Period shall be thirteen (13) months.
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EXHIBIT 10.56
SEPARATION AGREEMENT DATED
DECEMBER 18, 1996
BETWEEN THE COMPANY AND GILBERT W. CARNATHAN
December 18, 1996
Gilbert W. Carnathan
23 Minturn Avenue
Broomfield, CO 80020
Dear Chip:
Cortech, Inc. ("Cortech" or the "Company") has accepted your resignation as
an officer and, prospectively, as an employee of the Company effective
December 31, 1996. As a consequence of, and contingent upon, your accepting
the terms specified in the attached legal release by returning the signed,
notarized release no later than January 8, 1997, the Company wishes to
continue to receive your services and to provide compensation and certain
other benefits in consideration of such services, as follows:
CONTINUED SERVICE AS EMPLOYEE OR CONSULTANT
You shall continue to serve as an employee of the Company and shall provide
services to the Company, in any area of your expertise, as requested by the
Company's management, at such times and places as reasonably requested.
Except as otherwise contemplated herein, you shall be available to provide
such services on an as-needed basis for up to ten (10) hours per week until
March 31, 1997, and for up to two days per month from April 1, 1997, to
September 30, 1997.
Your status as an employee will terminate, and thereafter you shall have the
status of a consultant to the Company (i) if you enter another employment or
consulting relationship that employs you more than 20 hours per week or
provides you with health insurance benefits, (ii) on March 31, 1997 or (iii)
upon receipt from the Company of notice of conversion of your status from
that of an employee to that of a non-employee consultant, whichever shall
first occur. Your status as non-employee consultant will end September 30,
1997.
It is agreed that you will perform work for the Company's benefit. You
hereby assign to the Company all rights to all materials, inventions,
techniques, processes and the like, developed in the course of this
Agreement. You also agree to cooperate as reasonably necessary to assist the
Company in the perfection of such assignment. You acknowledge your
obligation to refrain from unauthorized use or disclosure of the Company's
confidential or proprietary business information and materials, both during
the term of this Agreement and after its termination. Throughout the
consulting period, you will not, without obtaining the Company's prior
written approval, directly or indirectly engage or prepare to engage in any
activity in competition with the Company, accept employment or provide
services to, or establish a business relationship with a business or
individual engaged in or preparing to engage in competition with the Company.
COMPENSATION
You shall receive as compensation continuation of your salary at the level in
effect immediately preceding your resignation ("Salary") until September 30,
1997, paid on the Company's regular payroll dates. As required by law, all
payments will be subject to standard withholding for social security and tax
purposes.
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EXHIBIT 10.56 (CONTINUED)
Since your required working hours will be reduced compared to your customary
schedule, Cortech will make no additional payment to you for any accrued but
unused vacation.
EQUITY COMPENSATION
Your stock options will continue to vest during periods in which you continue
to be employed by the Company or serve as a consultant as provided hereunder,
on their normal vesting schedule through September 30, 1997. Therefore, all
options that are exercisable as of September 30, 1997, will be modified to
allow exercise until the earlier of their expiration or June 30, 1998. To
the extent any options must be amended to effect the foregoing, the Company
agrees to do so. You understand that any such amendment will cause an
Incentive Stock Option to become a Nonstatutory Stock Option.
HEALTH INSURANCE
Your normal coverage under the Company's health insurance plans will
terminate on December 31, 1996. You will be eligible to continue your health
benefits under federal COBRA law for up to 18 months thereafter. Cortech
will pay for this benefit until the earlier of September 30, 1997, or the
date upon which you become covered by another plan.
COMPLETE AGREEMENT
This letter agreement constitutes the complete, final and exclusive
embodiment of the entire agreement between you and the Company with respect
to the terms and conditions of the consulting relationship. In no way does
this agreement affect your obligations under the Invention and Trade Secret
Agreement signed by you on December 18, 1996, attached hereto and
incorporated by reference. The Company's obligations hereunder are
contingent upon you complying with all obligations specified in this
Invention and Trade Secret Agreement.
You agree by your acceptance of this agreement that as of December 31, 1996,
you are no longer eligible for benefits under Cortech's Executive Officers'
Severance Benefit Plan.
This agreement is entered into without relying upon any promise, warranty or
representation, written or oral, other than those expressly contained in this
letter agreement, and it supersedes any other such promises, warranties,
representations or agreements. It may not be amended or modified except by a
written instrument signed by both you and a duly authorized officer of the
Company. This letter agreement shall be construed and interpreted in
accordance with the laws of the State of Colorado. If any provision of this
letter agreement is determined to be invalid or unenforceable, in whole or in
part, this determination will not affect any other provision of this letter
agreement. A failure of either you or the Company to enforce at any time, or
for any period of time, the provisions of this letter agreement shall not be
construed to be a waiver of such provisions or of your right or the right of
the Company to enforce each and every such provision.
If you choose to contract with the Company under the terms described above,
please indicate your acceptance by signing below. Please return the signed
agreements to me.
Sincerely, ACCEPTED AND AGREED:
Kenneth R. Lynn
Chief Executive Officer Gilbert W. Carnathan / Date
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