SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the Fiscal Year Ended December 31, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the Transition Period from to
Commission File No. 0-12177
--------------------------
DNA PLANT TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
--------------------------------
Delaware 22-2395856
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6701 San Pablo Avenue, Oakland, CA 94608
(Address of principal executive Offices) (Zip Code)
Registrant's telephone number, including area code: (510) 547-2395
--------------------------
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
$2.25 Convertible Exchangeable Preferred 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 ___
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]
Aggregate market value of voting stock held by non-affiliates of the
registrant as of March 12, 1996: $26,770,105.
Number of shares outstanding of the registrant's common stock, as of
March 12, 1996: 42,846,832 shares of common stock, par value $.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
<TABLE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Board of Directors of DNA Plant Technology Corporation (the "Company") is as
follows:
<CAPTION>
Principal Occupation During the Past Year First
Five years, any Office Held in the Elected
Name Age Corporation, and Other Directorships Director
- ---- --- ------------------------------------ --------
<S> <C> <C> <C>
Evelyn Berezin 70 A venture capital consultant since 1987; President of Greenhouse 1981
Management Corporation, the general partner of a venture capital
firm, from 1981 until 1987; Director of Standard Microsystems
Corporation.
James L. Ferguson 70 Retired; Chairman of the Executive Committee of General Foods from 1991
1987 to 1989; Chairman of the Board and Chief Executive Officer of
General Foods from 1973 to 1987; Director of Chase Manhattan
Corporation, Glaxo Holdings, p.l.c., and ICOS Corporation.
Dr. Gerald D. Laubach 70 Retired; President of Pfizer Inc., a pharmaceutical company, from 1991
1972 to 1991.
Douglas S. Luke 54 President and Chief Executive Officer of WLD Enterprises, Inc., a 1982
private investment company, since 1991; Managing Director of
Rothschild Inc., an investment banking, venture capital, and asset
management firm, from 1987 to 1990, and an officer of Rothschild,
Inc., and its predecessor from 1979 to 1990; Director of Orbital
Science Corporation and Regency Realty Corporation.
Robert Serenbetz 51 Chairman of the Board of the Company since 1994; Chief Executive 1991
Officer of the Company since 1992; President of the Company since
1991; Chief Operating Officer of the Company from 1991 to 1992; Group
President of the American Chicle Division of Warner Lambert Company,
a manufacturer of pharmaceutical and consumer products, from 1989 to
1991.
Somchit Sertthin 43 Executive Director of TIPCO Asphalt Public Company, LTD. , a listed 1994
company in Thailand which produces asphalt products for road
pavement, since 1986.
</TABLE>
There is no family relationship between any director and any other
director or executive officer of the Company.
Pursuant to a Stock Purchase Agreement, dated August 5, 1994, between
the Company and Alida Marine, Inc. ("Alida"), Alida has been granted the right,
subject to certain conditions, to designate a person, and has designated Somchit
Sertthin, to serve as a member of the Board of Directors of the Company.
2
<PAGE>
Board Meetings, Committees, Membership and Attendance
The Board of Directors held twenty-five Board and committee meetings
during the fiscal year ended December 31, 1995, including telephone meetings.
During 1995 none of the directors attended fewer than 75% of the aggregate of
(i) the total number of meetings of the Board of Directors and (ii) the total
number of meetings held by all committees of the Board of Directors on which
such director served, except Mr. Sertthin.
The Company has an Audit Committee of the Board of Directors,
consisting entirely of outside directors, the members of which are James L.
Ferguson and Evelyn Berezin. The Audit Committee held one meeting in 1995. The
functions of the Audit Committee include: reviewing with the independent
auditors the plans and results of the audit engagement; reviewing the adequacy,
scope, and results of the internal accounting controls and procedures; reviewing
the degree of independence of the auditors; reviewing the auditors' fees; and
recommending the engagement of auditors to the full Board of Directors.
The Company has a Compensation and Nominating Committee (the
"Compensation Committee") of the Board of Directors, consisting entirely of
outside directors, the members of which are Douglas S. Luke, Chairman, Evelyn
Berezin, and Gerald D. Laubach. The Compensation Committee held seven meetings
in 1995. The Compensation Committee acts as an advisory committee to the Board
of Directors on matters pertaining to candidates for Board membership. The
Compensation Committee also serves as a stock option committee and, as such, has
the full power and authority to interpret the provisions and supervise the
administration of the Company's stock option plans, other than the Directors'
Plan which is administered by the Board of Directors. The Compensation Committee
also administers the Company's executive compensation program, determines the
overall philosophy of the executive compensation program,. salaries, and
incentive compensation plans for the executive officers of the Company, and
makes determinations with respect to the granting of incentive awards, stock
options, and restricted stock awards to the executive officers of the Company.
Filing of Reports by Directors and Officers
The Company's directors and officers are required to file with the
Securities and Exchange Commission (the "Commission") reports of their
acquisitions and dispositions of equity securities of the Company. Based on the
Company's review of copies of such reports received by it, or written
representations from reporting persons, the Company believes that during the
fiscal year ended December 31, 1995, its directors and officers filed all
required reports on a timely basis.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
1995 Executive Compensation Report of the Compensation and Nominating Committee
The Compensation Committee of the Board of Directors, which is composed
of three Non-Employee Directors, is responsible for establishing and
administrating the Company's executive compensation program. The Compensation
Committee also administers the Company's 1986 and 1994 Stock Option Plans.
The Company's executive compensation philosophy is designed to:
o attract and retain the high quality executive talent which is
needed to ensure both the short-term and long-term success of a
technology driven and entrepreneurial company;
o reinforce the Company's objectives through the significant use of
short-term and long-term incentive awards based upon achievement
of specific business objectives;
o create alignment of interest between executives and the Company's
stockholders through compensation structures that share the
rewards and risks of strategic decision-making and performance;
and
o emphasize long-term financial rewards as the primary compensation
component of executive compensation.
The Compensation Committee annually reviews competitive compensation
practices and trends provided by independent compensation consultants for the
biotechnology industry. Emphasis in this review is placed on comparing
biotechnology companies of similar size, market capitalization, and stage of
development similar to the Company, particularly agricultural biotechnology
companies. The Company attempts to provide total compensation to its executives
at competitive levels compared to these other companies. Executive compensation
consists of a mixture of base salary, annual incentive awards, long-term
incentive awards and benefits.
Base Salary. The Company's base salary philosophy is to offer
competitive base salaries compared to other comparable companies' executive base
salary practices. The Compensation Committee makes annual base salary decisions
after review of appropriate data and with input from the Chief Executive
Officer. The annual review also considers the decision-making responsibilities,
experience, individual performance and current base salary level of an
executive.
After considering the factors described and the additional factors that
1) certain executives' base salaries had been frozen for three years (Mr.
Serenbetz), four years (Mr. Evans), and six years (Mr. Bedbrook) and 2)
executive commitment and motivation to achieving business goals and strategic
alliances had been crucial in 1995, the Committee granted base salary increases
to executives in 1995. However, in recognition of the importance of cash
conservation in 1995, to motivate executives to achieve business objectives, and
to better align executive pay with stockholder interests, all 1995 base salary
increases granted to executives were in the form of a lump sum restricted stock
award which vested in the fourth quarter of 1995 except for a promotional cash
base salary increase to Dr. Evans who was promoted to Executive Vice President
in 1995.
Short-Term Incentives. The Compensation Committee established the 1995
Short-Term Incentive Plan ("STIP") to communicate clearly the Company's 1995
business objectives and to reward executives for their accomplishments in
achieving these objectives. Target incentive awards for executives are
consistent with competitive practices. Individual executive's STIP awards are
based upon achievement primarily of corporate objectives and secondarily of
individual objectives. A performance threshold was established for each business
objective to ensure that short-term incentives are not paid for substandard
business performance regardless of
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<PAGE>
individual executive performance. A performance cap was also established to
limit the potential compensation expense of the STIP.
STIP rewards, if earned in 1995, were to be paid in restricted stock
awards to reinforce the Company's emphasis on alignment of interest between
executives and stockholders and to promote the Company's ability to retain
executives. Three specific business objectives were established in the 1995
STIP. A product revenue objective and a cash use objective were equally
weighted, with a targeted net income objective receiving a lesser weight.
Based upon the Company's performance, as compared to 1995 STIP business
objectives, executives did not receive a 1995 short-term incentive payment.
Long-Term Incentives. The Company engaged an independent compensation
consulting firm to determine competitive practices regarding executive long-term
incentives (primarily stock options) and company ownership. This study disclosed
that stock options held by named executives and beneficial company ownership of
the Company's Common Stock by named executives were below comparable levels of
other companies. The Compensation Committee awarded executives in 1995 stock
options with exercise prices equal to the market price on the date of grant to
bring their long-term incentives closer to competitive levels. To further
motivate executives to achieve business objectives and align executive
compensation with stockholder interest, the vesting of these stock options was
structured using criteria based on achievement and maintenance of certain
specified share prices of the Company's Common Stock.
Executive Benefits. The Company offers executives the same basic
benefits package provided to other Company employees. These benefits are
comparable to benefits offered by other comparable companies. The Company does
not offer executive perquisites such as country club memberships, financial
counseling, supplemental life insurance or medical expense reimbursements, or
pension plans.
When the Company consolidated its facilities in California in 1994, the
Company offered key personnel based in Cinnaminson, New Jersey, including all
executives, a similar package of relocation benefits. This relocation benefits
package was designed to minimize the financial hardship upon employees of
relocating them and their families and to motivate employees to relocate. The
relocation benefits package to executives included a temporary housing allowance
which extended into the early part of 1995 and payment of certain income taxes
incurred by executives due to benefits provided under this relocation benefits
package. In 1995 Mr. Serenbetz's, Dr. Evans' and Mr. Prichard's relocation
expenses paid by the Company were $23,076, $21,176, and $26,568, respectively.
Chief Executive Officer ("CEO") Compensation. As indicated above, the
Company's compensation philosophy is to compensate executives at levels
comparable to competitive companies. The Compensation Committee believes that
the base salary of the Company's CEO should provide the executive with a level
of stability and certainty and yet not have this particular component of
compensation represent the primary incentive for enhanced performance toward
achievement of the Company's longer-term goals. Based upon independent data that
Mr. Serenbetz's base salary was below comparable base salaries of other
comparable companies' chief executive officers, the progress Mr. Serenbetz made
against the new strategic direction of the Company, and that Mr. Serenbetz had
not received a base salary increase since the commencement of his employment by
the Company in 1991, the Compensation Committee set the base salary for Mr.
Serenbetz at $250,000 for 1995.
Mr. Serenbetz's STIP for 1995, which was targeted at 50% of his base
salary, was dependent solely upon the achievement by the Company of certain
business objectives. Based upon the Company's performance as compared to these
1995 STIP business objectives, Mr. Serenbetz did not receive a 1995 short-term
incentive award.
5
<PAGE>
The Company's executive compensation philosophy emphasizes long-term
financial rewards (stock options) as the primary compensation component of
executive compensation. The Company engaged an independent compensation
consulting firm to determine competitive practices regarding executive long-term
incentives and company ownership. This study disclosed that stock options and
Common Stock held by Mr. Serenbetz were below levels of other comparable
companies' chief executive officers.
Based upon the data and the progress Mr. Serenbetz made against the
strategic objectives of the Company, the Compensation Committee awarded Mr.
Serenbetz in 1995 options to purchase 180,000 shares of Common Stock with
exercise prices equal to the market price on the date of grant in order to bring
his long-term incentives closer to competitive levels. To further motivate Mr.
Serenbetz to achieve business objectives and align his compensation with
stockholder interest, the vesting of these stock options was based on
achievement and maintenance of certain specified share prices of the Company's
Common Stock which were substantially above the exercise price of the option.
MEMBERS OF THE COMPENSATION COMMITTEE
Douglas S. Luke, Chairman
Evelyn Berezin
Gerald D. Laubach
Severance Agreements
The Agreement and Plan of Merger (the "Merger Agreement"), dated as of
January 26, 1996, among the Company, Empressas La Moderna, S.A. de C.V.,
Bionova, S.A. de C.V., Bionova U.S. Inc. and Bionova Acquisition, Inc. provides
that the Company enter into severance agreements ("Severance Agreements") with
Mr. Serenbetz, Dr. Bedbrook, Dr. Evans and Mr. Prichard as well as five senior
managers of the Company, to become effective upon the effective date of the
Merger. The Merger Agreement further provides that each Severance Agreement will
provide for payments of up to one year's base salary of the employee party
thereto if, prior to July 1, 1997, the employee is terminated by the Company or
resigns for "Good Reason", as defined in the Severance Agreement. As of this
date, the Company has not entered into these Severance Agreements.
Compliance with Internal Revenue Code Section 162(m)
The Company does not believe that Section 162(m) of the Internal
Revenue Code of 1986 (the "Code"), which disallows a tax deduction to public
companies for certain compensation in excess of $1,000,000 paid to a company's
chief executive officer and the other four most highly compensated executive
officers, will generally have an effect on the Company. The Company intends to
review periodically the potential consequences of Section 162(m) and in the
future may decide to structure the annual incentive and long-term incentive
component of executive compensation to comply with certain exemptions provided
in Section 162(m).
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee has been an officer
or employee of the Company or any of its subsidiaries. During fiscal 1995, there
were no Compensation Committee "interlocks" within the meaning of the
Commission's rules, and there continues to be no such "interlocks".
6
<PAGE>
<TABLE>
Summary Compensation Tables
The following table sets forth the annual and long-term compensation as
well as other compensation paid to the Company's Chief Executive Officer and
four highest paid executive officers named during the last three fiscal years.
No stock appreciation rights were granted to the named executives during the
last fiscal year and none were held by named executives at the end of the fiscal
year.
<CAPTION>
Long-Term
Annual Compensation Compensation Awards (1) Other
------------------------------------------ ------------------------ -----------------
Restricted Securities
Name and Base Other Annual Stock Underlying All Other
Principal Position Year Salary ($) Bonus ($) Compensation Awards ($) Options (#) Compensation (4)
------------------ ---- ---------- --------- ------------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
($)
Robert Serenbetz 1995 225,000 0 23,076 (2) 25,000 (8) 180,000 4,623
Chairman, Chief 1994 225,000 0 242,071 (2) 0 250,000 (3) 500
Executive Officer, 1993 225,000 42,700 0 42,700 15,000 2,249
and President
Robert V. Igleheart 1995 209,846 0 0 0 0 4,178
President FreshWorld 1994 142,306 (5) 25,000 (6) 0 25,000 (6) 500,000 60,000 (7)
Farms Inc. and Chief 1993 -- -- -- -- -- --
Operating Officer
John R. Bedbrook 1995 174,000 0 0 7,000 (8) 110,000 4,622
Executive Vice 1994 174,000 0 0 0 90,000 717
President and 1993 174,000 20,400 0 20,400 10,000 1,242
Scientific Officer
David A. Evans 1995 165,680 0 21,176 (2) 13,000 (8) 140,000 4,272
Executive Vice 1994 149,000 0 184,302 (2) 0 150,000 (3) 976
President Business 1993 149,000 18,500 0 18,500 10,000 1,496
Development
Stephen M. Prichard 1995 106,000 0 26,568 (2) 10,000 (8) 80,000 4,309
Vice President Human 1994 106,000 0 127,395 (2) 0 80,000 (3) 331
Resources and 1993 96,000 12,850 0 12,850 10,000 960
Administration
<FN>
(1) The Company does not offer the named executives a Long-Term Incentive Plan.
(2) The Company paid certain expenses, including tax equalization on
nondeductible reimbursements, for the relocation of Mr. Serenbetz, Dr. Evans and
Mr. Prichard from New Jersey to California.
(3) Includes options to each of Mr. Serenbetz, Dr. Evans and Mr. Prichard to
purchase 50,000 shares of Common Stock, granted as an incentive to relocate to
the Company's consolidated facilities in Oakland, California.
(4) Represents contributions made by the Company to its 401(k) Retirement and
Savings Plan.
(5) Mr. Igleheart was hired on April 18, 1994.
(6) Represents a minimum incentive award under the 1994 STIP of $50,000 ($25,000
in cash and $25,000 in restricted stock vesting in three equal annual
installments beginning March 31, 1995). Mr. Igleheart's employment agreement
with the Company provides for the grant of such minimum award.
(7) Mr. Igleheart's employment agreement provided for an award of 15,000 shares
of Common Stock valued at $60,000 on the date of grant as an incentive to join
the Company.
(8) Represents the value at date of grant of restricted stock awarded in lieu of
cash for the 1995 base salary increase.
</FN>
</TABLE>
7
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<TABLE>
Option/SAR Grants in Last Fiscal Year
The following table contains information concerning the grant of
options under the Company's 1986 and 1994 Stock Option Plans (the "Stock Option
Plans") to each of the named executive officers of the Company during the year
ended December 31, 1995. No stock appreciation rights were granted to the named
executives during the last fiscal year and none were held by the named
executives at the end of the fiscal year.
<CAPTION>
Potential Realizable Value
Option Grants in Last Fiscal Year At Assumed Annual Rate of
Individual Grants Stock Price for Option Term(2)
------------------------------------------------------------------- ------------------------------
Number of Securities % of Total Options Exercise or
Underlying Options Granted to Employees Base Price Expiration
Granted (#)(1) in Fiscal Year ($/Share) Date 5% 10%
--------------- -------------- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Robert Serenbetz 180,000 21.5% 2.4688 3/28/05 279,500 708,200
Robert Igleheart 0 -- 2.4688 3/28/05 -- --
John Bedbrook 110,000 13.1% 2.4688 3/28/05 170,800 436,100
Dave Evans 140,000 16.7% 2.4688 3/28/05 217,400 550,800
Stephen Prichard 80,000 9.6% 2.4688 3/28/05 124,200 314,760
<FN>
(1) Options granted become exercisable one year after vesting. Vesting will
occur in two equal installments upon achievement for 90 calendar days of an
average share price of the Common Stock of $7.00 for the first installment and
$9.00 for the second installment. If vesting does not occur as described above,
then 100% vesting will occur on March 28, 2000. All options were granted at the
fair market value of the Common Stock on the date of grant and generally expire
upon the earlier of 10 years from the date of grant or the date of termination
of employment.
(2) Potential realizable value is based on the assumption that the Common Stock
appreciates at the annual rate shown (compounded annually) from the date of the
grant until the end of the ten-year option term. The actual value, if any, a
named executive may realize will depend upon the future performance of the
Common Stock price and the date on which the options are exercised.
</FN>
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table summarizes options exercised during 1995 and
presents the value of unexercised options held by the named executives at
December 31, 1995. No stock appreciation rights were granted to the named
executives during 1995 and none were held by named executives at the end of the
fiscal year.
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options at Fiscal Year In-The-Money Options at Fiscal
End(#) Year End ($)(2)
Shares ---------------------------------- ------------------------------
Acquired on Value
Exercise (1) Realized($) Exercisable Unexercisable Exercisable Unexercisable
------------ ----------- ------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Robert Serenbetz 0 0 599,000 346,000 0 0
Robert Igleheart 0 0 80,000 420,000 0 0
John Bedbrook 0 0 197,000 188,000 0 0
David Evans 0 0 181,000 214,000 0 0
Stephen Prichard 0 0 110,000 105,000 0 0
<FN>
(1) No named executive exercised options during 1995. Dr. Bedbrook and Dr. Evans
held 10,950 and 20,000 options, respectively, which expired unexercised during
1995.
(2) Based upon the closing market price of the Company's Common Stock on
December 31, 1995 and the exercise price per share of options awarded to named
executives, no named executive held any "in-the-money" options at December 31,
1995.
</FN>
</TABLE>
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Director Compensation
Directors who are not employees of the Company each receive a fee of
$500 per day for each day during which they attend a meeting of the Board of
Directors or any committee thereof. Such directors may only receive one $500 fee
for meetings of the Board of Directors and committees attended on the same day.
Each director who is not an employee of the Company or any of its subsidiaries
("Non-Employee Directors") is entitled to receive options pursuant to the
Company's Non-Employee Directors' Stock Option Plan (the "Directors' Plan").
During the fiscal year ended December 31, 1995, pursuant to the
Directors' Plan, options to purchase an aggregate of 35,000 shares of the
Company's common stock ("Common Stock") were granted to certain Non-Employee
Directors at an exercise price of $2.0313 per share, the market price of the
Common Stock on the date of grant, as provided in the Directors' Plan. As of the
date hereof, none of such options has been exercised.
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<TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth the beneficial ownership of Common Stock
held as of March 12, 1996 (i) by each director, (ii) by each of the executive
officers named in the "Summary Compensation Table," and (iii) by all directors
and executive officers of the Company as a group.
<CAPTION>
Amount and Nature
Amount and Nature
of Beneficial
Ownership of
Common Stock as of Percent
Name Position March 12, 1996 of Class
---- -------- ------------------ --------
<S> <C> <C>
E.I. du Pont de Nemours and Company
8052 Du Pont Building
Wilmington, DE 19898 .......................................................... 5,750,000 11.8%
Michael G. Jesselson
3 East 71st Street
New York, NY 10021 ............................................................ 2,705,000 5.9%
Alida Marine, Inc.
#30-11, Policentro Bldg, 30th Street
Panama City, Republic of Panama ............................................... 2,564,725 5.7%
Evelyn Berezin .................... Director . . . . . . . . . . . . . . . . . . . . . 104,766(1)(2) (3)
James L. Ferguson ................. Director . . . . . . . . . . . . . . . . . . . . . 43,500(1) (3)
Dr. Gerald D. Laubach ............. Director . . . . . . . . . . . . . . . . . . . . . 39,500(1) (3)
Douglas S. Luke ................... Director . . . . . . . . . . . . . . . . . . . . . 48,500(1) (3)
Somchit Sertthin .................. Director . . . . . . . . . . . . . . . . . . . . . 10,500(1) (3)
Robert Serenbetz .................. Chairman and Chief Executive Officer 666,926(1) 1.5%
Dr. John R. Bedbrook .............. Executive Vice President and 273,142(1)(4) (3)
Director of Science
Dr. David A. Evans ................ Executive Vice President - Business 423,519(1) (3)
` Development
Robert Igleheart .................. Chief Operating Officer and President - 132,927(1) (3)
FreshWorld Farms, Inc.
Stephen Prichard .................. Vice President - Human Resources and 132,259(1) (3)
Administration
All directors and executive
officers of the Company
as a group (consisting of
eleven persons) . . . . . . . . . . . . . . 1,908,513 4.3%
<FN>
(1) Includes currently exercisable options to purchase shares of Common Stock
as follows: Ms. Berezin -48,500 shares; Mr. Ferguson - 43,500 shares; Dr.
Laubach - 39,500 shares; Mr. Luke - 48,500 shares; Mr. Serenbetz -
642,000 shares; Mr. Sertthin - 10,500 shares; Dr. Bedbrook 257,200
shares; Dr. Evans 213,000 shares; Mr. Igleheart 120,000 shares; Mr.
Prichard 121,000 shares. Does not include options to purchase shares of
Common Stock not exercisable within 60 days of March 12, 1996 as follows;
Ms. Berezin - 3,500 shares; Mr. Ferguson - 3,500 shares; Dr. Laubach -
7,500 shares; Mr. Luke - 3,500 shares; Mr. Serenbetz - 303,000 shares;
Mr. Sertthin - 3,500 shares; Dr. Bedbrook 156,000 shares; Dr. Evans
182,000 shares; Mr. Igleheart 380,000 shares; Mr. Prichard 94,000 shares.
</FN>
</TABLE>
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(2) Includes 51,266 shares of Common Stock owned jointly by Ms. Berezin and
her husband.
(3) Represents less than 1% of the Common Stock outstanding on March 12,
1996.
(4) Includes 4,218 shares of Common Stock owned and options that are
currently exercisable to purchase 20,200 shares of Common Stock held by
Dr. Bedbrook's wife, who is an employee of the Company, as to which
shares Dr. Bedbrook disclaims beneficial ownership. Does not include
options to purchase 8,000 shares of Common Stock held by Dr.
Bedbrook's wife which are not exercisable within 60 days of March 12,
1996.
(5) Gives effect to the above footnotes.
Except as noted in the footnotes above (i) none of such shares is known
by the Company to be shares with respect to which such beneficial owner has the
right to acquire beneficial ownership and (ii) the Company believes the
beneficial holders listed above have sole voting and investment power regarding
the shares shown as being beneficially owned by them.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 1995, the Company recognized revenues
of approximately $354,000 from a product development project under contract with
Alida Marine, Inc. ("Alida"). Somchit Sertthin, a director of the Company, is
the nominee of Alida to serve on the Board of Directors of the Company pursuant
to the Stock Purchase Agreement. See Item 10. Directors and Executive Officers
of the Registrant.
Under the terms of indemnification agreements with each of the Company's
directors and executive officers, the Company is obligated to indemnify them
against certain claims and expenses for which they might be held liable in
connection with past or future service to the Company. In addition, the
Company's Certificate of Incorporation provides that, to the extent permitted by
the Delaware General Corporation Law, its directors shall not be liable for
monetary damages for breach of fiduciary duty as a director.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DNA PLANT TECHNOLOGY CORPORATION
By: /s/ Willem F.O. Spiegel
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: April 25, 1996
