<PAGE> 1
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended September 30, 1995 or
----------------------------------
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission file number 0-15190
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Oncogene Science, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 13-3159796
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
106 Charles Lindbergh Blvd., Uniondale, N.Y. 11553
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 222-0023
--------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
<S> <C>
None None
- ------------------- -----------------------------------------
</TABLE>
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 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. / /
As of December 31, 1995, the aggregate market value of the Registrant's voting
stock held by non-affiliates was $121,138,937. For purposes of this
calculation, shares of Common Stock held by directors, officers and stockholders
whose ownership exceeds five percent of the Common Stock outstanding at
December 31, 1995 were excluded. Exclusion of shares held by any person should
not be construed to indicate that such person possesses the power, direct or
indirect, to direct or cause the direction of the management or policies of the
Registrant, or that such person is controlled by or under common control with
the Registrant.
As of December 31, 1995 there were 17,749,587 shares of the Registrant's $.01
par value common stock outstanding.
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This Form 10-K/A is being filed to amend Items 10, 11, 12 and 13 of
the Annual Report on Form 10-K of Oncogene Science, Inc. (ONCS) filed on
December 20, 1995.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Set forth in the table below and the following paragraphs are the names
and ages of the directors and executive officers of the Company, their
positions with the Company, their principal occupations during the past five
years and certain other directorships they hold.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Edwin A. Gee, Ph.D. (1)(2) 75 Chairman of the Board and Director
Gary E. Frashier 59 Vice Chairman and Chief Executive
Officer and Director
Steve M. Peltzman 49 President and Chief Operating
Officer and Director
J. Gordon Foulkes, Ph.D. 42 Vice President and Chief Scientific
Officer and Director
Colin Goddard, Ph.D. 36 Vice President, Research Operations
Robert L. Van Nostrand 38 Vice President, Finance and
Administration and Secretary
Ann H. Rose, Ph.D. 54 Vice President, TGF-Beta
Program and Regulatory Affairs
G. Morgan Browne (2) 60 Director
John H. French II (1) 64 Director
Walter M. Lovenberg, Ph.D.(2) 61 Director
Walter M. Miller (1) 52 Director
Gary Takata (1) 60 Director
John P. White (1) (2) 49 Director
</TABLE>
___________________
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
Edwin A. Gee, Ph.D., a director of the Company since 1985, served
as President, Chairman of the Board and Chief Executive Officer of
International Paper Company from 1978 until his retirement in April 1985.
Prior to 1978, Dr. Gee was a Senior Vice President, member of the Executive
Committee and a director of E.I. du Pont de Nemours and Company. Dr. Gee
also serves as a member of the Board of Directors of American Home Products
Corporation and Cambrex Corporation. Dr. Gee is also Director Emeritus of the
Salomon Brothers Fund, Inc., the Salomon Brothers Investors Fund, Inc. and the
Salomon Brothers Capital Fund, Inc. Dr. Gee served as an executive officer of
the Company, holding the position of Chairman of the Board of the
Company, from April 1987 until March 1990. Since March 1990, Dr. Gee has
retained the title of
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Chairman of the Board of Directors, but no longer serves as an officer of the
Company.
Gary E. Frashier was appointed Vice Chairman and Chief Executive
Officer in March 1994. Prior to that, he had been President and Chief Executive
Officer of the Company since March 1990. He was elected to the Board of
Directors of the Company on March 21, 1990. From April 1987 to February
1990, he served as President, Chief Executive Officer and a director of Genex
Corporation, a biotechnology company which specialized in protein engineering.
From 1984 through March 1987, he was Chairman, President and Chief Executive
Officer of Continental Water Systems Corporation, a corporation engaged in the
manufacture and marketing of equipment to produce ultrapure water, which was
purchased from Millipore Corporation ("Millipore") in a management buy-out
organized by Mr. Frashier. Mr. Frashier served as an Executive Vice President
of Millipore and President of Waters Associates, Inc., Millipore's liquid
chromatography subsidiary, from 1980 through 1983.
Steve M. Peltzman was appointed President and Chief Operating Officer
of the Company in March 1994. Prior to that, he had been the Company's
Executive Vice President and Chief Operating Officer since October 1991, upon
consummation of the acquisition by the Company of the cancer business of
Applied bioTechnology, Inc. From June 1984 until October 1991, he served as
President and Chief Executive Officer of Applied bioTechnology, Inc. From 1986
to 1990, Mr. Peltzman also was President of a partnership between Applied
bioTechnology and E.I. du Pont de Nemours and Company, which focused on the
development of products relating to the prevention, diagnosis and treatment of
human cancer. He became a director of the Company in March 1992.
J. Gordon Foulkes, Ph.D. has been the Chief Scientific Officer of the
Company since October 1991, a Vice President of the Company since 1990
and he was Director of Therapeutics of the Company from 1987 until 1991.
Prior to Dr. Foulkes' employment with the Company, he was head of a
laboratory and a tenured member of the scientific staff of the Medical Research
Council in London, U.K. from 1984 to 1987. Dr. Foulkes became a director of
the Company in March 1994.
Colin Goddard, Ph.D., has been the Vice President, Research Operations
of the Company since April 1995. Prior to that time, Dr. Goddard served in
various capacities for the Company, including Vice President, Research
Operations, Pharmaceutical Division from December 1993, Director, Pharmaceutical
Operations from February 1993, Director, Drug Discovery from May 1992, and
Program Manager, Drug Discovery from April 1991. Prior to joining the Company
as a staff scientist in 1989, Dr. Goddard was a research scientist with the
National Cancer Institute in Bethesda, Maryland from 1986.
Robert L. Van Nostrand has been the Vice President, Finance and
Administration of the Company since May 1990, and he was appointed the Treasurer
of the Company in March 1992 and Secretary in March 1995. Prior to 1990,
Mr. Van Nostrand served as the Controller and Chief Accounting Officer of the
Company from September 1986. Mr. Van Nostrand was employed by the accounting
firm of Touche Ross & Co. prior to his employment by the Company.
Mr. Van Nostrand is a certified public accountant.
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Ann H. Rose, Ph.D., was appointed Vice President, TGF-Beta Program and
Regulatory Affairs in April 1994. Dr. Rose was an independent consultant
providing clinical and regulatory development consulting services to companies
in the biopharmaceutical area prior to her employment by the Company.
G. Morgan Browne has been Administrative Director of the Cold Spring
Harbor Laboratory since June 1985. Prior to 1985, Mr. Browne provided
management services to a series of scientifically based companies. He is
presently a director of Harris & Harris Group, Inc., and the New York
Biotechnology Association, as well as a Director and Treasurer of the Long
Island Research Institute. Mr. Browne became a director of the Company in
March 1993.
John H. French II has been Vice Chairman of Southern Pacific Petroleum
N.L. (U.S.) for the past five years. Mr. French served as Chairman of the
Board of Petrotech Corp. from July 1992 to September 1993. Mr. French has also
been Chairman of the Board of the Russian American Chamber of Commerce since
July 1992. Prior thereto, he was Chairman of the Board from January 1990 to
February 1992 and President from 1960 to February 1992 of Research and Science
Investors, Inc., a New York venture capital concern. He became a director of
the Company in July 1988.
Walter M. Lovenberg, Ph.D. was an Executive Vice President and member
of the Board of Directors of Marion Merrell Dow Inc. ("MMD") from 1989 through
August 1993. Dr. Lovenberg served as the President of the Merrell Dow
Research Institute from 1989 to 1993 and Vice President from 1986 through 1989.
Dr. Lovenberg has received the Fulbright-Hayes Senior Scholar Award, the Public
Health Service Superior Service Award and the Third International Award for
Research on Adult Diseases. Dr. Lovenberg currently serves as a member of the
Board of Directors of Xenometrix Inc., Cytoclonal Pharmaceutics, Inc. and
BioStart, Inc. Dr. Lovenberg has served as a consultant to the Company since
October 1993. Dr. Lovenberg became a director of the Company in March 1994.
Walter M. Miller has been Senior Vice President of Becton Dickinson
and Company ("Becton") since July 1995 and Sector President, Infectious
Disease Diagnostics of Becton since October 1994. Prior to that, he was Sector
President, Diagnostics of Becton since July 1986. Prior thereto, he was
President of the Diagnostic Systems Division of Becton. Mr. Miller became a
director of the Company in September 1990.
Gary Takata, a founder of the Company, is a private investor and
venture capitalist. From August 1989 until April 1992, he was President and a
director of Zeron Acquisition I Corp. (formerly named Pilgrim Acquisition
Corp.), a business development company. Since March 1992, he has been
President and a director of Jupiter Acquisitions, Inc. and Zeron Acquisition
II, Inc., and since November 1992, he has been President and a director of
Athena Acquisitions, Inc., Saturn Acquisitions, Inc., Mars Acquisitions, Inc.,
Juno Acquisitions, Inc. and Neptune Acquisitions, Inc. All of these firms are
business development companies. Mr. Takata has been a director of the Company
since May 1983.
John P. White is a partner in Cooper & Dunham, a New York City law
firm specializing in patent, trademark and related intellectual property
matters, and has been associated with the firm since 1977. Mr. White is
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a member of numerous professional organizations, both legal and scientific, and
has written and lectured extensively on the subject of legal protection for
biotechnology. Mr. White also serves on the Board of Directors of
Bio-Technology General Corp. and Biocardia Corporation. Mr. White has been a
director of the Company since May 1985.
The Company has entered into an agreement with Becton pursuant to
which Becton is entitled to representation on the Board of Directors of the
Company. Mr. Miller was nominated to, and serves on, the Board of
Directors pursuant to the agreement between the Company and Becton.
SECTION 16 REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on the Company's review of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for such persons, the Company believes that, during the fiscal
year ended September 30, 1995, all filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were
complied with, except for the following: (i) with respect to a transaction by
Mr. French, no Form 4 was filed; (ii) certain initial holdings of Dr. Goddard
were reported late; and (iii) a transaction by Mr. Peltzman on September 12,
1995 was reported on Form 5 rather than Form 4.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table sets forth a summary of all compensation paid or
accrued by the Company for services rendered for the last three completed
fiscal years to its chief executive officer and its five other most highly
compensated executive officers (the "named executive officers"):
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- ------------
OTHER
ANNUAL SECURITIES ALL OTHER
NAME AND FISCAL COMPEN- UNDERLYING COMPEN-
PRINCIPAL POSITION YEAR SALARY(a) BONUS(b) SATION(c) OPTIONS(#) SATION(d)
------------------ ---- --------- -------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gary E. Frashier 1995 $265,884 $90,000 -- -- $ 4,621
Vice Chairman and Chief 1994 255,369 90,000 -- 100,000 4,620
Executive Officer 1993 232,446 85,000 -- -- 4,497
and Director
Steve M. Peltzman 1995 $192,289 $50,000 -- 112,500(e) $ 5,117
President and Chief 1994 184,742 50,000 -- 40,000 4,750
Operating Officer 1993 172,288 45,000 -- 60,000 4,548
and Director
J. Gordon Foulkes, Ph.D. 1995 $176,250 $45,000 -- 37,500(e) $ 4,707
Vice President and Chief 1994 177,800 43,000 -- 20,000 5,001
Scientific Officer 1993 157,896 43,000 -- 35,000 4,326
and Director
Robert L. Van Nostrand 1995 $109,750 $28,500 -- 15,000(e) $ 3,571
Vice President, 1994 107,423 24,500 -- -- 3,223
Finance and Administration 1993 97,329 23,500 -- 20,000 2,920
Colin Goddard, Ph.D. 1995 $119,914 $35,000 -- 35,000 $ 3,598
Vice President, 1994 111,875 27,000 -- 25,000 11,826(f)
Research Operations 1993 82,918 23,500 -- 28,000 346
Ann H. Rose, Ph.D. 1995 $141,346 $25,000 -- 25,000 $ 3,747
Vice President, TGF-Beta 1994 68,019(g) 11,500 $94,669 30,000 1,091
Program and Regulatory 1993 -- -- 76,801 -- --
Affairs
- ---------------------------
</TABLE>
(a) Includes the executive officers' before-tax contributions to the
voluntary investment plan described under "401(k) Savings Plan."
(b) These amounts are the cash awards under the incentive plan described
in "Report of the Compensation Committee." Bonuses are paid subsequent
to the end of fiscal year.
(c) Dr. Rose was a consultant for the Company prior to her employment,
which began on April 1, 1994. In 1994, her other compensation
included $43,750 in consulting fees, $33,418 in reimbursement for
travel related expenses, and $17,501 in reimbursement for office
expenses. In 1993, her other compensation included $60,000 in
consulting fees, $10,801 in reimbursement for travel and related
expenses, and $6,000 in reimbursement for office expenses.
(d) Consists of the Company's contributions to the executive officers'
401(k) Savings Plans, unless otherwise noted.
(e) Represents options granted upon surrender of other options pursuant
to an option exchange program, as described under "Stock Option
Grants."
(f) Dr. Goddard's other compensation in 1994 consists of an Outstanding
Achievement Award in the amount of $8,873 and the remainder consists
of the Company's contribution to his 401(k) account.
(g) Dr. Rose was hired on April 1, 1994.
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STOCK OPTION GRANTS
The following table sets forth grants of stock options made during the
Company's fiscal year ended September 30, 1995 to each of the named executive
officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
OPTIONS APPRECIATION FOR
GRANTED TO OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -----------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
---- ------- ----------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Gary E. Frashier 0 -- -- -- -- --
Steve M. Peltzman 112,500 (a) 14.01% $3.500 March 21, 2005 $110,531 $407,501
J. Gordon Foulkes, Ph.D. 37,500 (b) 4.67% $3.500 March 21, 2005 36,831 135,834
Robert L. Van Nostrand 15,000 (c) 1.87% $3.500 March 21, 2005 14,738 54,338
Colin Goddard, Ph.D. 35,000 (d) 4.36% $4.125 June 20, 2005 83,825 218,225
Ann H. Rose, Ph.D. 25,000 (d) 3.11% $4.125 June 20, 2005 59,875 155,875
</TABLE>
________________________
(a) New options granted upon surrender of 150,000 options pursuant to the
terms of an option exchange program (the "Exchange Program") made
available to all holders of options effective as of March 22, 1995.
The new options were 25% vested immediately, with the remainder
vesting ratably on a monthly basis over the succeeding 36 months.
(b) New options granted upon surrender of 50,000 options pursuant to the
Exchange Program.
(c) New options granted upon surrender of 20,000 options pursuant to the
Exchange Program.
(d) Options become one-third vested on the first anniversary of the date of
grant, with the remainder vesting ratably on a monthly basis over the
succeeding 24 months.
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EXERCISE OF OPTIONS
The following table sets forth (i) the total number of options
exercised by the named executive officers during the fiscal year ended
September 30, 1995 and (ii) the total number of unexercised options and the
total value of unexercised in-the-money options at September 30, 1995 for the
named executive officers.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT
AT FISCAL YEAR END(#) FISCAL YEAR END(a)
SHARES --------------------- ------------------
ACQUIRED VALUE
NAME ON EXERCISE REALIZED VESTED UNVESTED VESTED UNVESTED
---- ----------- -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Gary E. Frashier 100,000 $365,821(b) 196,672 53,328 $607,924 $ 73,326
Steve M. Peltzman -- -- 83,201 129,299 $126,168 $199,770
J. Gordon Foulkes, Ph.D. 6,000 13,072(c) 91,656 69,844 $197,617 $ 96,361
Robert L. Van Nostrand -- -- 49,019 20,981 $ 82,486 $ 29,214
Colin Goddard, Ph.D. 5,850 16,557(d) 22,745 74,255 $ 22,985 $ 90,620
Ann H. Rose, Ph.D. -- -- 21,125 48,875 $ 25,578 $ 61,922
</TABLE>
___________________
(a) Based on the closing sale price of the Common Stock on the Nasdaq
National Market on September 30, 1995 of $5.375 per share, less the
exercise price.
(b) Net of $24,054 paid by Mr. Frashier to the Company pursuant to
Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange
Act").
(c) Net of $68 paid by Dr. Foulkes to the Company pursuant to
Section 16(b) of the Exchange Act.
(d) Net of $3,129 paid by Dr. Goddard to the Company pursuant to
Section 16(b) of the Exchange Act.
COMPENSATION OF DIRECTORS
Drs. Gee and Lovenberg and Messrs. Browne, French, Takata and White are
the only current directors compensated for attendance at Board of Directors'
meetings. Each is paid a $1,500 retainer per month and $1,500 for each meeting
of the Board of Directors he attends. In addition, each of these persons
receives $250 for each meeting of a committee of the Board he attends that is
held on the same day as a meeting of the Board of Directors, and $500 for each
meeting of a committee of the Board he attends that is held on a date other than
a date upon which a meeting of the Board of Directors is held. Each new
director, who is not also an employee of the Company, is granted an option
covering 50,000 shares of Common Stock when he or she is first elected to the
Board. This option is immediately exercisable with respect to 25,000 shares, and
becomes exercisable with respect to the remainder of the shares upon the
reelection of such director to the Board. Except for Drs. Gee and Lovenberg
and Messrs. Browne, French, Takata and White, none of the Company's directors
were compensated for services as directors during the fiscal year ended
September 30, 1995.
Dr. Gee has been paid $50,000 per year by the Company as a general
business consultant and for additional services he has performed on behalf of
the Company. Dr. Lovenberg was paid $49,333 by the Company in the last fiscal
year for services rendered as a general business consultant.
EMPLOYMENT AGREEMENTS
Gary E. Frashier
In February 1990, the Company entered into a three-year employment
agreement with Gary E. Frashier, Vice Chairman and Chief Executive Officer of
the Company. The initial term of the agreement expired in February 1993, but
pursuant to its terms, the agreement has been extended automatically on a
year-to-year basis. Under the agreement, Mr. Frashier is currently entitled to
an annual salary of $268,000 and is eligible for incentive bonus compensation
in an amount up to 50% of his base salary. Pursuant to this agreement,
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Mr. Frashier has also been granted options to purchase up to an aggregate of
450,000 shares of the Company's Common Stock under the Company's 1985 Stock
Option Plan and 1989 Incentive and Non-Qualified Stock Option Plan at an
exercise price of $1.75 per share. The agreement provides that Mr. Frashier
will be entitled to other customary fringe benefits generally available to
executive employees of the Company. The agreement also provides Mr. Frashier
with severance benefits in the event the Company terminates his employment
other than for cause or reduces his title, job duties, salary or benefits
following a change in control. The agreement provides that in the event Mr.
Frashier terminates his employment due to a change in control of the Company,
Mr. Frashier will receive a payment equal to 2.99 times his base salary, and
all options that were previously granted to him shall become exercisable. If
the Company terminates the employment agreement, other than for cause or due to
Mr. Frashier's death or disability, the Company shall be obligated to pay Mr.
Frashier a sum equal to his base salary for the six months preceding
termination.
Steve M. Peltzman
On August 27, 1991, the Company entered into an employment agreement
with Steve M. Peltzman, President and Chief Operating Officer of the Company,
who was formerly the President of Applied bioTechnology, Inc. The agreement
became effective on October 4, 1991, upon the consummation of the Company's
acquisition of the cancer business of Applied bioTechnology. The term of the
agreement is three years, but provides for automatic extensions for additional
one-year terms. The agreement provides that Mr. Peltzman is currently entitled
to an annual salary of $193,500 and is eligible for incentive bonus
compensation in an amount up to 40% of his base salary. The Company may
terminate the agreement with Mr. Peltzman at any time after October 4, 1992
upon not less than 30 days' prior written notice. The agreement provides that
Mr. Peltzman will be entitled to other customary fringe benefits generally
available to executive employees of the Company. The agreement also provides
Mr. Peltzman with severance benefits in the event that the Company terminates
his employment other than for cause. If the Company terminates the employment
agreement, other than for cause or due to Mr. Peltzman's death or disability,
the Company shall be obligated to pay Mr. Peltzman a sum equal to his base
salary for the six months preceding termination if the termination takes effect
between the second and third anniversary dates of the agreement.
J. Gordon Foulkes, Ph.D.
In September 1992, the Company entered into an employment agreement
with Dr. J. Gordon Foulkes, Vice President and Chief Scientific Officer of the
Company. The agreement expires on February 28, 1995, but provides for
automatic extensions for additional one-year terms, and provides that the
Company may terminate the agreement for any reason upon 30 days' prior written
notice to Dr. Foulkes. Under the agreement, Dr. Foulkes is currently
entitled to a salary of $180,500 per annum, subject to adjustment at the
discretion of the Board. In addition, Dr. Foulkes is entitled to other
customary fringe benefits generally available to executive employees of the
Company. The agreement also contains provisions prohibiting Dr. Foulkes
during the one-year period commencing on the date he ceases to be employed by
the Company or any parent, subsidiary or affiliate of the Company (whether or
not the agreement is still in effect) from competing with or becoming engaged
in the same business as the Company or any parent, subsidiary or affiliate of
the Company; provided, however, that, except under certain circumstances, the
Company continues to pay to him the annual compensation called for by the
agreement.
Colin Goddard
On April 28, 1993, the Company entered into an employment agreement
with Colin Goddard, Ph.D., Director of Research Operations of the Company. The
agreement expires on April 30, 1998, but provides for automatic extensions for
additional one-year terms, and provides that the Company may terminate the
agreement for any reason upon 30 days prior written notice to Dr. Goddard.
Under the agreement, Dr. Goddard is entitled to a minimum base salary of
$100,000 per annum, plus such other amounts, if any, as the Board may from time
to time determine. Dr. Goddard's current annual salary is $123,000. In
addition, Dr.Goddard is entitled to other customary fringe benefits generally
available to executive employees of the Company. The agreement also provides
Dr. Goddard with severance benefits in the event that the Company terminates
his employment other than for cause. If the Company terminates the employment
agreement, other than for cause or due to Dr. Goddard's death or disability,
the Company is obligated to pay Dr. Goddard a sum equal to his base salary for
the six months preceding termination if the termination takes effect after the
second anniversary date of the agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the Company's fiscal year ended September 30, 1995 the
Compensation Committee consisted of Dr. Gee and Messrs. French, Miller, Takata
and White. Dr. Gee served as an executive officer of the Company from 1987
through 1990.
Mr. Miller is Senior Vice President of Becton. The Company and Becton
are parties to a collaborative research agreement and related contracts
pertaining to a joint program to develop cancer diagnostic products. These
agreements provide, among other things, that the Company and Becton share
equally all pre-clinical research and
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development costs. Becton will fund the clinical development of products, if
any. The Company has granted Becton an exclusive, perpetual, worldwide license
to make, use and sell all FDA-approved diagnostic products developed under this
program. Becton will pay the Company royalties of 2% to 5% on net sales of
such products for a period that, with respect to each product, expires ten
years after the first sale of such product in the United States. Thereafter,
Becton's license will be royalty-free. The collaborative research agreement,
which became effective in October 1991, expires in October 1996. Under this
agreement, Becton has provided an aggregate of $1,400,094 in funding to the
Company in the fiscal year ended September 30, 1995. Becton is expected to
provide an additional $1 million under this agreement in fiscal 1996.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 31,
1995 regarding the beneficial ownership of the Common Stock by (i) all persons
known to the Company who own more than 5% of the outstanding shares of the
Common Stock, (ii) all corporate stockholders with whom the Company has entered
into research collaborations, (iii) each director, (iv) each executive officer,
and (v) all executive officers and directors as a group. Unless otherwise
indicated, the persons named in the table below have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned by
them.
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NO. OF SHARES CLASS(1)
- ---------------- ------------- --------
<S> <C> <C>
Amerindo Investment Advisors Inc. 1,646,100 10.07%
388 Market Street
San Francisco, CA 94111
Becton Dickinson and Company 1,250,000 7.65%
One Becton Drive
Franklin Lakes, NJ 07417
Hoechst Marion Roussel, Inc. 1,590,909 (2) 9.45%
10236 Marion Park Drive
Kansas City, MO 64137
Ciba-Geigy Limited 909,091 5.13%
CH-4002 Basle
Switzerland
Pfizer Inc. 587,500 3.59%
235 East 42nd Street
New York, New York 10017
G. Morgan Browne 55,897 (3) *
J. Gordon Foulkes, Ph.D. 114,157 (4) *
Gary E. Frashier 193,937 (5) *
John H. French II 40,880 (6) *
Edwin A. Gee, Ph.D. 88,747 (7) *
Colin Goddard, Ph.D. 28,777 (8) *
Walter M. Lovenberg, Ph.D. 53,000 (9) *
Walter M. Miller 0 (10) *
Steve M. Peltzman 118,300 (11) *
Ann H. Rose, Ph.D. 25,559 (12) *
Gary Takata 9,700 (13) *
Robert L. Van Nostrand 54,084 (14) *
John P. White 20,000 *
All directors and executive
officers as a group
(thirteen persons) 770,151 (15) 4.25%
</TABLE>
________________________________________
* Denotes less than 1% of class.
(1) The percent of class for any person or group who as of December 31,
1995 beneficially owned any shares pursuant to options which are
exercisable within 60 days of December 31, 1995 is calculated assuming
all such options have been exercised in full and adding the number of
shares subject to such options to the total number of shares issued
and outstanding on December 31, 1995.
(2) Includes 500,000 shares that may be acquired at or within 60 days of
December 31, 1995 pursuant to the exercise of outstanding warrants.
(3) Includes 400 shares owned by Mr. Browne's wife as to which Mr. Browne
disclaims beneficial ownership. Includes 18,747 shares that may be
acquired at or within 60 days of December 31, 1995 pursuant to the
exercise of outstanding options. Also includes 21,750 shares owned
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<PAGE> 12
by Cold Spring Harbor Laboratory, of which Mr. Browne is an executive
officer. Mr. Browne disclaims beneficial ownership of the shares
owned by Cold Spring Harbor Laboratory.
(4) Includes 113, 987 shares that may be acquired at or within 60 days
of December 31, 1995 pursuant to the exercise of outstanding options.
(5) Includes 185,003 shares that may be acquired at or within 60 days of
December 31, 1995 pursuant to the exercise of outstanding options.
(6) Includes 34,380 shares that may be acquired at or within 60 days of
December 31, 1995 pursuant to the exercise of outstanding options.
(7) Consists entirely of shares that may be acquired at or within 60 days
of December 31, 1995 pursuant to the exercise of options.
(8) Includes 27,899 shares that may be acquired at or within 60 days of
December 31, 1995 pursuant to the exercise of outstanding options.
(9) Includes 50,000 shares that may be acquired at or within 60 days of
December 31, 1995 pursuant to the exercise of outstanding options.
(10) Excludes 1,250,000 shares owned by Becton Dickinson and Company, of
which Mr. Miller is an executive officer. Mr. Miller disclaims
beneficial ownership of such shares.
(11) Includes 103,256 shares that may be acquired at or within 60 days of
December 31, 1995 pursuant to the exercise of outstanding options.
(12) Includes 25,500 shares that may be acquired at or within 60 days of
December 31, 1995 pursuant to the exercise of outstanding options.
(13) Consists entirely of shares owned by Mr. Takata's wife, as to which
Mr. Takata disclaims beneficial ownership.
(14) Includes 53,499 shares that may be acquired at or within 60 days of
December 31, 1995 pursuant to the exercise of outstanding options.
(15) Includes 443,054 shares that may be acquired at or within 60 days of
December 31, 1995 pursuant to the exercise of outstanding options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Walter M. Miller, a director of the Company, is an officer of
Becton. See "Compensation Committee Interlocks and Insider Participation" for a
description of the Company's relationship with Becton.
Mr. John P. White, a director of the Company, is a partner of
Cooper & Dunham, a New York City law firm specializing in patent, trademark and
related intellectual property matters. In fiscal year 1995, the Company paid
or accrued professional fees to Cooper & Dunham in an aggregate amount of
$376,759.
In July 1995, Hoechst AG ("Hoechst"), Hoechst Roussell
Pharmaceuticals, Inc. ("HRPI") and Marion Merrill Dow, Inc. ("MMDI") completed
a transaction in which the three companies were combined into one entity. The
resulting entity is Hoechst Marion Roussell, Inc. ("HMRI"). The Company was
party to collaborative research agreements and related contracts with each of
Hoechst, HRPI and MMDI (the "Predecessor Agreements"). HMRI has succeeded to the
Predecessor Agreements. In the transaction described above, HMRI acquired
1,090,909 shares and a warrant to purchase an additional 500,000 shares, of the
Company's common stock, which were formerly held by MMDI. Under the Predecessor
Agreements, HMRI has been granted certain exclusive, worldwide licenses by the
Company, and has the right to negotiate with the Company within specified
parameters to obtain certain other exclusive, worldwide licenses with respect to
products resulting from the joint research programs. In consideration for these
licenses, HMRI will pay royalties to the Company on sales of such products. In
fiscal year 1995, the Company earned an aggregate of $3,405,335 in research
funding under the Predecessor Agreements. The Company and HMRI are currently in
negotiations with respect to a new agreement that would consolidate the
Predecessor Agreements. The terms of this prospective agreement are not yet
determined, but the Company anticipates that the level of annual funding under
the new agreement would be reduced somewhat compared to the total annual funding
under the Predecessor Agreements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ONCOGENE SCIENCE, INC.
By: /s/ Robert L. Van Nostrand
---------------------------
Robert L. Van Nostrand
Vice President, Finance and
Administration
Dated: January 29, 1996
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