<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________________________________________
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998 Commission File No. 1-9613
_________________________________________________________
PACIFIC PHARMACEUTICALS, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 36-3258753
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6730 Mesa Ridge Rd., Suite A
San Diego, CA 92121
(619) 550-3900
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.02 Par Value
_________________________________________________________
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. [ ]
The aggregate market value of the voting stock held by persons considered
by the registrant for this purpose to be nonaffiliates of the registrant was
approximately $2,398,000 on January 11, 1999, when the closing price of such
stock, as reported in the NASD Electronic Bulletin Board, was $0.13.
*(Market value includes value of Series A Convertible Preferred Stock based
upon conversion rate into Common Stock).
The number of shares outstanding of the registrant's Common Stock, $.02 par
value, as of January 11, 1999 was 12,490,463 shares.
_____________________________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
1. Certain portions of the Registrant's Proxy Statement for its Annual Meeting
of Stockholders held on August 13, 1998, which were mailed on July 13,
1998 are incorporated into Part III hereof.
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PACIFIC PHARMACEUTICALS, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE ENTERPRISE)
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Sept. 23, 1983
Years ended March 31, (inception) to
-------------------------------------------------- March 31,
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1998 1997 1996 1995 1994 1998
---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
(as restated)(1)
Total revenues $348 $275 $379 $1,201 $585 $6,000
Product development costs 2,196 2,566 1,854 2,118 1,218 17,161
Net loss (4,371) (3,897) (3,256) (3,755) (4,613) (36,562)
Net loss applicable to common stockholders (11,598) (5,594) (3,256) (3,755) (4,613) (45,485)
Net loss per share of common stock-basic and diluted $(1.25) $(0.69) $(0.52) $(0.74) $(1.10)
</TABLE>
<TABLE>
<CAPTION>
As of March 31,
---------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Cash, cash equivalents, and
short-term investments $3,290 $6,766 $1,698 $1,820 $4,504
Total assets 3,591 7,234 2,174 2,305 5,168
Long-term liabilities 23 13 21 24 70
Stockholders' equity 2,702 6,331 1,548 1,884 3,942
</TABLE>
- -------------------
* No dividends have been paid on the Company's common stock. Convertible
preferred stock dividends are non-cash.
See Note 2 to the consolidated financial statements.
(1) These items have been restated for the periods indicated to appropriately
reflect the value of the warrants issued in connection with the Private
Placement as described in Note 9 to the consolidated financial statements.
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
1997 Year ended March 31, 1997
-----------------------------------------------------------------
First Second Third Fourth Year
----- ------ ----- ------ ----
<S> <C> <C> <C> <C> <C>
(as restated)(1) (as restated)(1) (as restated)(1)
Total revenues $24,832 $31,098 $30,192 $189,058 $275,180
Net loss (1,059,395) (895,968) (745,288) (1,196,715) (3,897,366)
Convertible preferred dividends
(as previously reported) - - 138,259 1,027,002 1,165,261
Convertible preferred dividends
(as restated) - - 231,376 1,464,835 1,696,211
Net loss applicable to common stockholders
(as previously reported) (1,059,395) (895,968) (883,547) (2,223,717) (5,062,627)
Net loss applicable to common stockholders
(as restated) (1,059,395) (895,968) (976,664) (2,661,550) (5,593,577)
Net loss per share of common stock-basic
and diluted (as previously reported) $(0.13) $(0.11) $(0.11) $(0.27) $(0.62)
Net loss per share of common stock-basic
and diluted (as restated) $(0.13) $(0.11) $(0.12) $(0.33) $(0.69)
</TABLE>
<TABLE>
<CAPTION>
1998 Year ended March 31, 1998
-------------------------------------------------------------------------
First Second Third Fourth Year
----- ------ ----- ------ ----
<S> <C> <C> <C> <C> <C>
(as restated)(1) (as restated)(1) (as restated)(1)
Total revenues $101,283 $65,263 $128,130 $53,784 $348,460
Net loss (935,449) (1,330,201) (883,407) (1,222,406) (4,371,463)
Convertible preferred dividends
(as previously reported) 1,296,362 1,152,031 665,786 2,866,729 5,980,908
Convertible preferred dividends
(as restated) 1,815,080 1,612,908 932,170 2,866,729 7,226,887
Net loss applicable to common stockholders
(as previously reported) (2,231,811) (2,482,232) (1,549,193) - -
Net loss applicable to common stockholders
(as restated) (2,750,529) (2,943,109) (1,815,577) (4,089,135) (11,598,350)
Net loss per share of common stock-basic
and diluted (as previously reported) $(0.27) $(0.29) $(0.16) $- $-
Net loss per share of common stock-basic
and diluted (as restated) $(0.34) $(0.34) $(0.18) $(0.39) $(1.25)
</TABLE>
(1) These items have been restated for the periods indicated to appropriately
reflect the value of the warrants issued in connection with the Private
Placement as described in Note 9 to the consolidated financial statements.
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TEXT OF AMENDMENT
This amendment corrects certain clerical errors made under ITEM 6. SELECTED
FINANCIAL DATA-Selected Quarterly Financial Data (Unaudited) for 1998 which
were inadvertently included in the EDGAR filing of the Company's Form 10-K
for the fiscal year ended March 31, 1998.
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 thereunto duly authorized.
Pacific Pharmaceuticals, Inc.
Date: January 12, 1999 /s/ JAMES HERTZOG
---------------------------------------
James Hertzog
Controller
(Principal Accounting Officer and
duly authorized to sign this report on
behalf of the registrant)
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