SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM 10-K/A-1
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Fiscal Year Ended June 30, 1996
Commission File Number: 0-13588
FAULDING INC.
(FORMERLY, PUREPAC, INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 04-2769995
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Elmora Avenue, Elizabeth, New Jersey 07207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 527-9100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
- ------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(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 twelve 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 (Section 229.405 of this chapter) is not contained
herein, and will 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. / /
15,064,560
Number of shares outstanding of the Registrant's
Common Stock as of September 16, 1996
$ 36,161,675
Aggregate market value of the voting stock held by nonaffiliates
of the Registrant as of September 16, 1996
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Stock Options
1994 Stock Option Plan
On October 18, 1994, the shareholders approved the 1994 Stock Option Plan
(the 1994 Plan ) which provides for issuance of up to 1,000,000 options to
acquire shares of the Company s authorized common stock. The options are
intended to qualify as Incentive Stock Options (statutory options) as defined
by the Internal Revenue Code or as Nonstatutory Stock Options.
Under the 1994 Plan, the Incentive Stock Options may be granted to key
employees of the Company or a subsidiary of the Company and the Nonstatutory
Stock Options may be granted to any key employee, officer, non-employee
director or consultant to the Company or a subsidiary of the Company, with
the exception that Nonstatutory Stock Options may not be granted to a holder
of more than 10% of the total voting power of the Company.
The exercise price of all Incentive Stock Options must be at least equal to
the fair market value of such shares on the date of grant. The exercise
price of all Nonstatutory Stock Options granted under the 1994 Plan shall be
determined by the Board of Directors of the Company at the time of grant. No
option granted shall be exercisable after the expiration of ten (10) years
from the date of grant.
<PAGE>
During the year ended June 30, 1995, the Company awarded two employees
33,000 Incentive Stock Options exercisable at $9.25 per share. During the
year ended June 30, 1996, the Company awarded 27 employees options to
purchase 675,000 shares, of which 496,789 were Incentive Stock Options and
178,211 were Nonstatutory Stock Options. During the year ended June 30,
1996, due to two resignations and one cancelation, awards totaling 108,000
shares were terminated.
Information on the 1994 stock option plan activity is as follows:
Number of Options Awarded
----------------------------------
Incentive
Number of Exercisable Stock Nonstatutory
Employees Price Range Total Options Stock Options
--------- ----------- ------ --------- -------------
Outstanding at
June 30, 1995 2 $ 9.25 33,000 33,000
- ------------------------------------------------------------------------------
Options Awarded 27 $ 4.625- 675,000 496,789 178,211
$ 10.125
Terminated/
Canceled (3) $ 6.125- (108,000) (98,304) (9,696)
$ 9.25
- ------------------------------------------------------------------------------
Outstanding at
June 30, 1996 26 $ 4.625- 600,000 431,485 168,515
$ 10.125
- ------------------------------------------------------------------------------
<PAGE>
PART III
(All dollar references are in thousands, unless otherwise indicated.)
ITEM 10. DIRECTORS, OFFICERS AND SIGNIFICANT EMPLOYEES
DIRECTORS
- ---------
The directors of the Company are as follows:
Common Stock
Beneficially
Company Owned as of
Name Office(s) Since Age Sept. 20 1996
- ------------------ ----------------- ----- --- -------------
Edward D. Tweddell Director/Chairman 1990 55 -0-(2)
Alan G. McGregor Director 1988 60 -0-(2)
David Beretta (1) Director 1989 68 -0-
Bruce C. Tully Director 1989 47 -0-
Richard F. Moldin President, Chief 1995 48 10,000(3)
Executive Officer,
Chief Operating
Officer
(1) Mr. Beretta died on September 16, 1996.
(2) Mr. McGregor and Dr. Tweddell are directors of Faulding, the parent of
Holdings, the principal stockholder of the Company. See "Principal
Stockholders" of the Company and "Compensation Committee Interlocks and
Insider Participation."
(3) Excludes 200,000 shares issuable upon the exercise of stock option
awards, not presently exercisable, that have been made to Mr. Moldin
under the Company's 1994 Stock Option Plan. See "Compensation of
Executive Officers."
Edward D. Tweddell, M.D., was elected a director in November 1990 and
was subsequently elected Chairman of the Board. He joined Faulding as
Managing Director of its Faulding Pharmaceuticals Division in September
1988. He was elected to the Board of Directors of Faulding in March 1989
and served as Executive Director of the Faulding Pharma Group from
1990 to November 1993 when he was appointed Group Managing
Director and Chief Executive Officer of Faulding. From July 1987, until
joining Faulding, he held the position of Chairman and Chief Executive
Officer of Pharmol Pacific Ltd., an Australian biotechnology company.
Prior thereto and from April 1986, he was President and Chief Executive
<PAGE>
Officer of Homecare Japan, LTD. Dr. Tweddell, who holds a Bachelor of
Science degree in addition to an honors degree in Medicine, spent his
early career in medical practice and, in 1976, joined the multinational
pharmaceutical company, Pfizer International Inc. ("Pfizer"), where he
held a number of senior management positions.
Alan G. McGregor, a director of the Company since June 1988, is
Chairman of Faulding. Mr. McGregor is also a director of James Hardie
Industries Ltd., Burns, Philp & Co. Ltd. and other companies. He has
served as a partner in two major Adelaide, South Australia law firms and
was a Crown Prosecutor with the South Australian Crown Solicitor's
Office.
David Beretta, a director of the Company since April 1989, was President
of Executive Consulting Inc., a business consulting firm in Jamestown,
Rhode Island until his death on September 16, 1996. From April 1991,
Mr. Beretta was Vice Chairman and President of Amtrol Inc., a concern
engaged in the manufacture of products used in flow control, storage,
heating and other treatment of fluids in the water systems market and
selected sectors of the heating, ventilating and air conditioning market in
West Warwick, Rhode Island. Until 1982, he was Chairman of the Board
of Uniroyal, Inc. and remained a director until 1987. He was also a
director of Chartel Power Systems Inc.
Bruce Tully, a director of the Company since April 1989, has been a
Managing Director of BT Securities Corporation, a subsidiary of Bankers
Trust New York Corporation in New York, New York, since September
1989. Prior thereto and from October 1986, he was Managing Director of
Bankers Trust Company and for four years prior thereto, was a Vice
President thereof.
Richard F. Moldin, was appointed President and Chief Executive Officer
of the Company and President of Purepac on July 17, 1995 and was
appointed to serve as a director and Chief Operating Officer of the
Company on July 24, 1995. Prior to joining the Company and from
October 1994 he served as Managing Director, Australia & New Zealand
for Wellcome Australia Limited. From May 1993 until his appointment as
Managing Director, he was Divisional Manager, Primary Manufacturing,
for Wellcome Foundation Limited, U.K. Prior thereto and from September
1979, he served in various executive positions at Burroughs Wellcome
Co., U.S.A., including from October 1991 to February 1993 as Vice
President, Logistics & Primary Manufacturing.
<PAGE>
EXECUTIVE OFFICERS
- ------------------
Set forth below is certain information with respect to the Company's
executive officers who are not serving as a director.
Lee Craker, age 41, was appointed Chief Financial Officer of the
Company on May 26, 1995 and was appointed Treasurer on October 11,
1995. Mr. Craker has held various positions with Faulding, or certain
of its affiliates, dating from his initial employment by Faulding in 1973.
From May 1985 to May 1990 he served as Finance and Administration Manager
of David Bull Laboratories Pty. Ltd., a wholly-owned subsidiary of
Faulding. From May 1990 to June 1994, he was Finance and
Administration Manager of the Faulding Pharma Group and from July
1994 until joining the Company in May 1995 he was Finance and
Administration Manager of Faulding Services Inc.
William R. Griffith, age 48, was elected Secretary of the Company in
October 1993. Mr. Griffith is a member of Parker Duryee Rosoff & Haft,
counsel to the Company. Mr. Griffith has been a practicing attorney for
more than ten years.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
(Dollars in thousands)
Summary Compensation
Set forth below is the aggregate compensation for services rendered in all
capacities to the Company during its fiscal years ended June 30, 1996,
1995 and 1994 by each of its executive officers who served as an
executive officer on June 30, 1996 and whose compensation exceeded
$100 during its fiscal year ended June 30, 1996:
Summary Compensation Table
Annual Compensation
Name and Fiscal Other Annual
Principal Position Year Salary Bonus Compensation
- ----------------- ------ ------ ----- ------------
Richard F. Moldin 1996 $ 285 $ 105 (1)
Chief Executive Officer, 1995 --- --- ---
President and Chief 1994 --- --- ---
Operating Officer
Lee Craker 1996 $ 158 $ 38 (1)
Chief Financial Officer 1995 78(2) --- ---
and Treasurer 1994 --- --- ---
- ------------------
(1) Such amounts for each of the named executive officers listed in the
Summary Compensation Table are less than 10% of the total annual salary and
bonus reported for each such executive officer.
(2) Mr. Craker became an employee of the Company on January 1, 1996.
<PAGE>
Stock Options and Bonus Plans
The Company's 1994 Stock Option Plan (the "1994 Plan") was adopted by
the Board of Directors on August 16, 1994 and by a majority in interest of
the stockholders of the Company on October 18, 1994. The 1994 Plan
provides for the granting of up to 1,000,000 options which are intended to
qualify either as incentive stock options ("Incentive Stock Options") within
the meaning of Section 422 of the Internal Revenue Code of 1986 or as
options which are not intended to meet the requirements of such section
("Nonstatutory Stock Options"). The total number of shares of Common
Stock reserved for issuance under the 1994 Plan is 1,000,000. Options to
purchase shares may be granted under the 1994 Plan to persons who, in
the case of Incentive Stock Options, are employees (including officers) of
the Company, or, in the case of Nonstatutory Stock Options, are
employees (including officers) or non-employee directors of the Company.
The 1994 Plan is administered by a committee appointed by the Board of
Directors, which has discretionary authority, subject to certain restrictions,
to determine the number of shares issued pursuant to Incentive Stock
Options and Nonstatutory Stock Options and the individuals to whom, the
time at which, and the exercise price for which options will be granted.
The exercise price of all Incentive Stock Options granted under the 1994
Plan must be at least equal to the fair market value of such shares on the
date of the grant or, in the case of Incentive Stock Options granted to the
holder of more than ten percent of the Company's Common Stock, at
least 110% of the fair market value of such shares on the date of the
grant. The maximum exercise period for which Incentive Stock Options
may be granted is ten years from the date of grant (five years in the case
of an individual owning more than 10% of the Company's Common
Stock). The aggregated fair market value (determined at the date of the
option grant) of shares with respect to which Incentive Stock Options are
exercisable for the first time by the holder of the options during any
calendar year shall not exceed $100.
<PAGE>
The following table sets forth certain information concerning grants of stock
options to the executive officers of the Company under the 1994 Plan during
the fiscal year ended June 30, 1996.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION> Potential
Realizable
Value at
Assumed
Annual
Rates of
Stock Price
Individual Appreciation
Grants for Option Term
- -----------------------------------------------------------------------------------------------
% of Total
Options
Granted
to Employees
Number of in Fiscal
Options Year Ended Exercise Expiration
Name Granted June 30, 1996 Price Date 5%($) 10%($)
- -------------------- --------- ------------- -------- --------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Richard F. Moldin
Chief Executive 150,000 25% $ 10.125 7/16/2005 6.555 17.285
Officer, President
and Chief Operating 50,000 8.3% $ 6.25 4/21/2006 4.04 10.67
Officer
</TABLE>
<PAGE>
The following table sets forth certain information with respect to options
granted to officers, directors and employees of the Company and its
subsidiaries under the 1994 Plan during the fiscal year ended June 30, 1996.
The dollar value set forth below reflects the difference between the
aggregate exercise price of the options and the estimated value of the
Company's Common Stock at June 30, 1996.
Fiscal Year End Option Values
Number of Unexercised
Options at June 30, 1996 Value of
----------------------------- Unexercised Options
Name Exercisable Unexercisable at June 30, 1996
- ------------------- ----------- ------------- -------------------
Richard F. Moldin -0- 200,000 $ -0-
Chief Executive Officer,
President and Chief
Operating Officer
All Non-Executive
Employees as a -0- 400,000 $ -0-
Group
1991 Restricted Stock Incentive Plan
The Company's 1991 Restricted Stock Incentive Plan (the "1991 Plan")
was adopted by the Board of Directors on November 25, 1991 and ratified
by a majority in interest of the stockholders of the Company on October
21, 1992. The stated intent of the 1991 Plan is to induce persons of
outstanding ability and potential to join and remain with the Company and
to enable key employees, who make substantial contribution to the
Company, to acquire proprietary equity interests in the Company.
The Board of Directors chooses the Committee, whose members are
ineligible to receive stock awards under the 1991 Plan, to administer the
Plan. The Committee determines the employees to whom awards of
Common Stock will be granted and the amount, size and terms of each
such award.
<PAGE>
A total of 465,000 shares of Common Stock of the Company were
reserved for issuance under the 1991 Plan, of which aggregate grants of
275,000 and 50,000 were awarded in November 1991 and March 1993,
respectively, at the respective values of $8.125 and $13.8125, being the
respective market value thereof on the date of the grant. During the year
ended June 30, 1994, due to two resignations, grants totaling 27,500
shares were terminated and 82,250 shares were issued. During the year
ended June 30, 1995, due to two resignations, 10,500 shares were
terminated and 71,125 shares were issued. During the year ended June
30, 1996, due to eight terminations, grants totaling 47,000 shares were
terminated and 44,625 shares were issued.
Pension Plan
The Company maintains a defined benefit pension plan, fully paid for by
the Company, for the benefit of eligible employees. All non-union
employees become eligible for participation in the pension plan on
January 1 or July 1, as applicable, following completion of one year of
service. 161 persons were participants in the pension plan as of June 30,
1996.
A participant in the Company's pension plan will receive retirement
income based on .91% of his final average annual compensation, defined
in the pension plan as including salary, bonuses, overtime and
commissions, plus .52% of his final average annual compensation in
excess of Social Security covered compensation, multiplied by years of
credited service up to 35 years. Years of service for benefit accrual
purposes are only after January 1, 1976. Final average compensation is
defined in the pension plan as the average of a participant's total
compensation received during the highest paid five consecutive plan
years during the last 10 consecutive plan years immediately prior to
retirement. A participant is 100% vested in his accrued pension benefit
after five years of service as defined in the plan. The vested benefit of
many participants employed prior to October 31, 1989, are provided
through both the Purepac pension plan and the Solvay Group Pension
Plan, the predecessor Company's plan.
<PAGE>
The following table indicates the estimated annual plan benefits payable
upon retirement as of June 30, 1996 at age sixty-five after fifteen, twenty,
twenty-five, thirty and thirty-five years of credited service to the Company:
PENSION PLAN TABLE
(Dollars in thousands)
Average
Compensation Annual Benefit Based on Years of Service
- ------------------ ----------------------------------------
15 20 25 30 35
-- -- -- -- --
$ 125,000 ........ $25 $33 $41 $50 $ 58
150,000 ........ 30 40 50 60 70
175,000 ........ 30 40 50 60 70
200,000 ........ 30 40 50 60 70
225,000 ........ 30 40 50 60 70
250,000 ........ 30 40 50 60 70
300,000 ........ 30 40 50 60 70
350,000 ........ 30 40 50 60 70
400,000 ........ 30 40 50 60 70
450,000 ........ 30 40 50 60 70
500,000 ........ 30 40 50 60 70
At June 30, 1996, the credited years of service under the pension plan for
Mr. Moldin was one. Mr. Craker is not a participant in the pension plan.
Savings Plan
The Company has a savings plan, implemented as of January 1, 1990,
covering all non-union employees of the Company and its subsidiaries.
Under the savings plan, employees may defer up to 15% of their salary, to
a maximum of $9 per annum. The Company makes an annual matching
contribution equal to 50% of an employee's contribution, not exceeding
6% of the employee's salary. Matching contributions are vested at the
rate of 20% per annum commencing upon one year's participation in the
savings plan. All vested amounts in a participant's account, including
earnings, may be distributed only following hardship, retirement, death,
permanent or total disability or termination of employment.
For the three year period ended June 30, 1996, the Company had
contributed an aggregate of $650 to the savings plan (net of
forfeitures of non-vested amounts), for the respective accounts of 193
participants. None of such $650 has been credited to the accounts of
current executive officers.
<PAGE>
President/CEO and Executive Officers Compensation
The Company's executive compensation program consists of three key
components: base salary, a cash incentive scheme and long term
incentives through the awards of restricted stock grants and stock options.
The incentive payments have two performance components, each with a 50%
weighting: (a) a financial budget achievement target based on net profit
before taxes and (b) achievement of specific job-related objectives. The
underlying principle for the design and implementation of the Company's
incentive scheme is based on the concept that the Company commit in advance
to predetermined annual levels of performance. Actual results achieved are
measured against that commitment.
The Company's long term incentives to date have been in the form of
restricted stock and stock option grants. The object of this program has
been to advance the longer term interest of the Company and its
stockholders. Equity compensation is an important element of the perfor-
mance-based compensation of the executive officers and helps to ensure
that management's interests remain closely aligned with those of the
Company's stockholders. The Committee is of the view that Restricted
stock awards and stock option grants provide the Company's key
employees an opportunity for increased equity ownership and help to
create an incentive to remain with the Company for the long term, since
the grants vest over a four to six year period.
During the approximate five month period from January to July 17, 1995
Michael R.D. Ashton held the position of President and Chief Executive
Officer of the Company. His yearly salary as President of Faulding Services
Inc. had already been established, was not altered upon his acceptance of
additional responsibilities as President and CEO of the Company and was
paid by Faulding Services Inc.
On July 17, 1995, the Company appointed Richard F. Moldin as its President
and Chief Executive Officer. Mr. Moldin's initial compensation package
reflected the Company's determination to recruit experienced executive officers
who had considerable experience in the pharmaceutical industry by offering them
compensation cometitive with that of health care companies of comparable size
and performance. He received an initial base salary of $285 and a grant
of 150,000 stock options under the 1994 Stock Option Plan.
Mr. Moldin received an additional grant of 50,000 stock options in April, 1996
and a cash incentive award of $105 in September, 1996. His additional
compensation reflected the Committee's assessment of Mr. Moldin's leadership in
strengthening the position of the Company, his efforts in broadening the
Company's base of operations to include the generic injectable business and
his leadership contribution in implementing the Company's programs during the
fiscal year ended June 30, 1996.
<PAGE>
$1,000 Limit On Tax Deductible Compensation
As part of the Omnibus Budget Reconciliation Act passed by Congress in
1993, a new limit has been created for the deductibility of compensation
paid to certain officers. These officers are the Chief Executive Officer and
the next four most highly compensated officers in office at the end of the
year. Compensation paid to these officers in excess of $1,000, that is
not performance-based, cannot be claimed by the Company as a tax
deduction.
It is the Committee's intention to continue to utilize performance-based
compensation. Accordingly, these regulations should not impact the
compensation paid by the Company to its officers.
Edward D. Tweddell ) Members of the
Alan G. McGregor ) Compensation Committee
September 23, 1996
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Dr. Tweddell is Group Managing Director and Chief Executive Officer and
a Director of Faulding. He is also a Director of Holdings, which owns
approximately 61.6% of the Company's Common Stock, plus preferred
stock convertible into additional shares of the Company's Common Stock.
Alan McGregor is Chairman of the Board and a Director of Faulding. See
"Principal Stockholders" and "Certain Relationships and Related
Transactions."
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS OF PUREPAC
The following table sets forth certain information regarding shares of the
Company's outstanding Common Stock beneficially owned on September
19, 1995, (i) by each person who is known by the Company to beneficially
own or exercise voting or dispositive control over more than 5% of the
Company's Common Stock, (ii) by each of the Company's Directors, and
(iii) by all executive officers and Directors of the Company as a group:
Name of Number of Shares Percentage
Beneficial Owner Beneficially Owned of Class
- ---------------------------------------------------------------------
Faulding Holdings Inc. 15,848,770(1) 73.3%(1)
529 Fifth Avenue
8th Floor
New York, New York 10017
All executive officers 40,000(2) *
and directors as a Group
(9 persons)
- --------------
(1) Includes 5,005,128 shares issuable upon conversion of 834,188
shares of the Company's Class A Preferred Stock and 1,564,950
shares issuable under conversion of 150,000 share of the Company's
Class B Preferred Stock.
2) Mr. McGregor is Chairman and a director, and Dr. Tweddell is Group
Managing Director, Chief Executive Officer and a director, respectively, of
Faulding, the sole stockholder of Holdings. Dr. Tweddell is also a director
of Holdings. Each of Dr. Tweddell and Mr. McGregor, however, disclaims
any beneficial interest in or voting or dispositive control over the shares of
the Company's Common Stock owned by Holdings. Excludes 170,000 shares
issuable to, but not presently exercisable by, Mr. Moldin under the
1994 Plan. Includes 30,000 shares exercisable by Mr. Moldin as of
July 17, 1996 under the 1994 Plan.
* Equals a percentage less than 1% of the outstanding shares of the
Company's stock.
<PAGE>
SIGNATURE
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 the Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: January 30, 1997 FAULDING INC.
By: /s/Richard F. Moldin
Richard F. Moldin
President and Chief Executive
Officer
