UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to ________
Commission file number 0-15327
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CYTRX CORPORATION 401(K) PROFIT-SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CYTRX CORPORATION
154 Technology Parkway
Norcross, Georgia 30092
<PAGE>
CYTRX CORPORATION 401(K) PROFIT-SHARING PLAN
Index to Financial Statements and Supplemental Schedules
Page
Report of Independent Auditors 2
Statements of Net Assets Available for Plan Benefits as of
December 31, 1995 and 1994 3
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1995, 1994 and 1993 4
Notes to Financial Statements 6
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes 10
Schedule of Reportable Transactions 11
1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Trustees of the CytRx Corporation
401(k) Profit-Sharing Plan
We have audited the accompanying statements of net assets available for plan
benefits of the CytRx Corporation 401(k) Profit-Sharing Plan (the "Plan") as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1995 and 1994, and the changes in net assets available for plan
benefits for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental Schedule
of Assets Held for Investment Purposes as of December 31, 1995 and Schedule of
Reportable Transactions for the year ended December 31, 1995 are presented for
purposes of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the basic financial statements. The
supplemental schedules have been subjected to the auditing procedures applied in
the audit of the 1995 financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic 1995 financial
statements taken as a whole.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Atlanta, Georgia
June 5, 1996
2
<PAGE>
<TABLE>
<CAPTION>
CYTRX CORPORATION
401(k) EMPLOYEE RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
Retirement Federal CytRx
Preservation Securities Corporate Capital Basic Value Growth Corporation
Trust Trust Bond Fund Fund Fund Fund Common Stock Total
------------ ---------- --------- ------- ----------- ------ ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995
- -----------------
ASSETS
Investments at Market Value $59,107 $ - $5,837 $235,369 $253,093 $57,744 $200,356 $811,506
Cash & Cash Equivalents 21,751 - - - - - - 21,751
Pending Interfund Transfers (7,776) - (15) (1,316) 8,826 (524) 805 -
Receivables:
Employer contributions - - - - - - 25,737 25,737
Employee contributions 13,166 - 1,121 3,795 4,015 10,090 1,204 33,391
Employee loans 7,949 - - - - - - 7,949
------ ------ ----- ------- ------- ------ ------- -------
21,115 - 1,121 3,795 4,015 10,090 26,941 67,077
------ ------ ----- ------- ------- ------ ------- -------
Total Assets $94,197 $ - $6,943 $237,848 $265,934 $67,310 $228,102 $900,334
------ ------ ----- ------- ------- ------ ------- -------
LIABILITIES $ - $ - $ - $ - $ - $ - $ - $ -
------ ------ ----- ------- ------- ------ ------- -------
Net Assets Available for Plan Benefits $94,197 $ - $6,943 $237,848 $265,934 $67,310 $228,102 $900,334
====== ====== ===== ======= ======= ====== ======= =======
December 31, 1994
- -----------------
ASSETS
Investments at Market Value $ - $17,480 $ - $137,379 $143,063 $ - $101,530 $399,452
Cash & Cash Equivalents 5,369 - - - - - - 5,369
Pending Interfund Transfers (2,125) (185) - (1,664) (6,396) - 10,370 -
Receivables:
Employer contributions - - - - - - 23,371 23,371
Employee contributions 1,518 2,292 - 6,516 4,405 - 3,968 18,699
Employee loans 803 5 - 22 18 - - 848
------ ------ ----- ------- ------- ------ ------- -------
2,321 2,297 - 6,538 4,423 - 27,339 42,918
------ ------ ----- ------- ------- ------ ------- -------
Total Assets $ 5,565 $19,592 $ - $142,253 $141,090 $ - $139,239 $447,739
------ ------ ----- ------- ------- ------ ------- -------
LIABILITIES $ - $ - $ - $ 652 $ 651 $ - $ 3,619 $ 4,922
------ ------ ----- ------- ------- ------ ------- -------
Net Assets Available for Plan Benefits $ 5,565 $19,592 $ - $141,601 $140,439 $ - $135,620 $442,817
====== ====== ===== ======= ======= ====== ======= =======
</TABLE>
See accompanying notes.
3
<PAGE>
<TABLE>
<CAPTION>
CYTRX CORPORATION
401(k) PROFIT-SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Retirement Federal Corporate CytRx
Preservation Securities Bond Capital Basic Value Growth Corporation
Trust Trust Fund Fund Fund Fund Common Stock Total
_______ ________ ______ ________ ________ _______ _________ ________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
December 31, 1992 $12,504 $ 6,347 $ - $ 12,740 $ 16,618 $ - $ 12,493 $ 60,702
Employee contributions 19,670 3,756 - 32,058 16,437 - 70,546 142,467
Employer contributions - - - - - - 66,138 66,138
Investment income 228 301 - 1,577 1,262 - 78 3,446
Net appreciation (depreciation) in - (27) - 1,115 2,350 - 60,607 64,045
market value of investments
Interfund transfers (30,045) (2,726) - (11,037) (6,871) - 50,679 -
Distributions/Withdrawals - - - - - - (879) (879)
_______ ________ ______ _______ ________ ______ ________ ________
Net assets available for plan benefits
December 31, 1993 2,357 7,651 - 36,453 29,796 - 259,662 335,919
Employee contributions 12,475 14,776 - 110,122 106,258 - 96,358 339,989
Employer contributions - - - - - - 107,865 107,865
Investment income 569 621 - 10,017 6,220 - (658) 16,769
Net appreciation (depreciation) in
market value of investments - (1,044) - (11,968) (6,871) - (332,112) (351,995)
Interfund transfers (9,836) (2,412) - (2,371) 5,687 - 8,932 -
Distributions/Withdrawals - - - (652) (651) - (4,427) (5,730)
______ ________ ______ _______ ________ ______ ________ ________
Net assets available for plan benefits
December 31, 1994 $ 5,565 $ 19,592 $ - $141,601 $140,439 $ - $135,620 $442,817
</TABLE>
See accompanying notes.
4
<PAGE>
<TABLE>
<CAPTION>
CYTRX CORPORATION
401(k) PROFIT-SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Retirement Federal Corporate CytRx
Preservation Securities Bond Capital Basic Value Growth Corporation
Trust Trust Fund Fund Fund Fund Common Stock Total
_______ ________ ______ ________ ________ _______ _________ ________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
December 31, 1994 $ 5,565 $ 19,592 $ - $141,601 $140,439 $ - $135,620 $442,817
Employee contributions 44,038 14,935 6,866 67,176 59,881 52,916 61,077 306,889
Employer contributions - - - - - - 138,672 138,672
Investment income 1,545 814 109 22,449 9,296 4,857 2,962 42,032
Net appreciation (depreciation) in
market value of investments - 2,561 16 30,398 44,233 (3,863) (101,031) (27,686)
Interfund transfers 43,049 (37,902) (48) (23,018) 13,156 13,400 (8,637) -
Forfeitures - - - - - - (425) (425)
Distributions/Withdrawals - - - (758) (1,071) - (136) (1,965)
_______ ________ ______ ________ ________ _______ ________ ________
Net assets available for plan benefits
December 31, 1995 $94,197 $ - $6,943 $237,848 $265,934 $67,310 $228,102 $900,334
======= ======== ====== ======== ======== ======= ======== ========
</TABLE>
See accompanying notes.
5
<PAGE>
CYTRX CORPORATION 401(K) PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
- -----------------------
General
- -------
The CytRx Corporation 401(k) Profit-Sharing Plan (the "Plan") is a contributory
defined contribution plan that covers substantially all employees of CytRx
Corporation and its wholly-owned subsidiaries -- Proceutics, Inc., Vaxcel, Inc.
and Vetlife, Inc., (collectively referred to herein as "the Company"). At
December 31, 1995 there were 72 participants in the Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). Participants should refer to the Summary Plan Description for the
Plan for a more complete description of the Plan's provisions.
Contributions
- -------------
Eligible employees may elect to contribute up to 15% of their total compensation
on a pre-tax basis, subject to statutory restrictions. In 1995 the maximum
salary deferral allowed by the Internal Revenue Service was $9,240.
Participants may also elect to contribute additional amounts on an after-tax
basis, subject to statutory restrictions.
Company matching contributions are made equal to 50% of the participants pre-tax
contribution The Company matching contribution is made in the form of CytRx
Corporation Common Stock. The number of shares of stock contributed to the Plan
is determined at the end of each calendar quarter by dividing the total value of
the authorized Company matching contribution by the average stock price during
the quarter.
Vesting
- -------
Participants are immediately vested in their contributions and the earnings
thereon. Company contributions are vested in accordance with the following
schedule:
Years of Service Vested Percentage
---------------- -----------------
0 0%
1 33 1/3%
2 66 2/3%
3 100%
Distributions
- -------------
Withdrawals and distributions from the Plan are calculated at the market value
of the pro rata shares of the fund to which Participants are entitled.
Participants may receive a distribution of their vested balance upon termination
of employment, disability or attainment of age 59 1/2. Withdrawals are also
permitted for financial hardship.
6
<PAGE>
Forfeitures
- -----------
Forfeitures of unvested account balances by terminating Participants are used to
reduce the succeeding Company matching contribution.
Investment Programs
- -------------------
All amounts contributed to the Plan have been deposited with Merrill Lynch
Pierce Fenner & Smith, Inc., the Custodian of the Plan. The Plan provides the
following funds in which participants can elect to invest their Plan assets:
Merrill Lynch Retirement Preservation Trust -- This fund seeks current income,
preservation of capital and liquidity available from investing in a diversified
portfolio of short-term money market instruments as well as annuity contracts
issued by banks and insurance companies. At December 31, 1995 there were 36
Plan participants with balances in this fund.
Merrill Lynch Corporate Bond Fund - High Income Portfolio - This fund seeks as
high a level of current income as is consistent with prudent investment
management by investing principally in corporate securities which are rated in
the lower categories of the established rating services. At December 31, 1995
there were 18 Plan Participants with balances in this fund.
Merrill Lynch Capital Fund --This fund seeks to achieve the highest total
investment return consistent with prudent risk through a fully managed
investment policy which permits management of the fund to vary investment in
equity, debt, convertible and money market securities based on its evaluation of
changes in economic and market trends. At December 31, 1995 there were 50 Plan
participants with balances in this fund.
Merrill Lynch Basic Value Fund -- This fund seeks capital appreciation and,
secondarily, income by investing in securities, primarily equities, that
management of the fund believes to be undervalued, especially those selling at a
discount from book value or at historically low price/earnings ratios. At
December 31, 1995 there were 50 Plan participants with balances in this fund.
Merrill Lynch Growth Fund - This fund seeks long-term capital appreciation by
investing in a diversified portfolio of equity securities with principal
emphasis on issues believed to be undervalued. At December 31, 1995 there were
40 Plan participants with balances in this fund.
CytRx Corporation Common Stock Fund -- Invests solely in common stock of CytRx
Corporation. At December 31, 1995 there were 72 Plan participants with balances
in this fund.
Federal Securities Trust -- This fund seeks a high current return through
investments in U.S. Government and Government Agency securities. The Plan
discontinued use of this fund during 1995.
7
<PAGE>
Amendment or Termination
- ------------------------
The Company intends to continue the Plan indefinitely but reserves the right to
terminate it at any time or amend it in any manner it deems advisable. No
amendment or termination may reduce any participant's vested interest accrued to
the date of such amendment or termination.
2. Summary of Accounting Policies
- ----------------------------------
Method of Accounting
- --------------------
The financial statements of the Plan have been prepared using the accrual basis
of accounting. Participant contributions are recorded as receivables when the
related payroll deductions are made for Plan participants.
Use of Estimates
- ----------------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Investments
- -----------
Investments are stated at market value based on quoted market prices on national
exchanges.
3. Administrative Expenses
- ---------------------------
All custodial, record-keeping and trust administration fees and expenses
incurred for the benefit of the Plan are paid by the Company.
4. Income Tax Status
- ---------------------
The Plan has received a favorable determination letter from the Internal Revenue
Service indicating that it is qualified under Section 401 of the Internal
Revenue Code and that the related trust is tax-exempt under Section 501 of the
Internal Revenue Code. Accordingly, the trust's net investment income is exempt
from income taxes. The Company is not aware of any actions or series of events
that have occurred that might adversely affect the Plan's qualified status.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
June 12, 1996 CYTRX CORPORATION
401(K) PROFIT-SHARING PLAN
/s/ Mark W. Reynolds
Mark W. Reynolds
Chief Accounting Officer
CytRx Corporation
9
<PAGE>
CYTRX CORPORATION
401(K) PROFIT-SHARING PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
Market
Name of Issuer and Title of Issue No. Shares Cost Value
- --------------------------------- ---------- -------- --------
Merrill Lynch Retirement Preservation Trust 59,107 $ 59,107 $ 59,107
Merrill Lynch Corporate Bond Fund
- High Income Portfolio 745 5,819 5,837
Merrill Lynch Capital Fund 7,835 227,734 235,369
Merrill Lynch Basic Value Fund 9,033 237,603 253,093
Merrill Lynch Growth Fund 2,831 61,644 57,744
CytRx Corporation Common Stock 44,523 331,047 200,356
-------- --------
Total Assets Held for Investment $922,954 $811,506
======== ========
10
<PAGE>
<TABLE>
<CAPTION>
CYTRX CORPORATION
401(K) PROFIT-SHARING PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1995
Current
Value of
Assets on
Cost of Transaction Net
Identity of Party Involved Description of Assets Purchases Sales Asset Sold Date Gain (Loss)
- -------------------------- --------------------- --------- ----- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Category (i) - Single transactions in excess of 5% of plan assets
Merrill Lynch Pierce Fenner 37,901 shares
& Smith, Inc. Merrill Lynch Retirement Preservation Trust $37,901 $37,901
Merrill Lynch Pierce Fenner 24,864 shares
& Smith, Inc. Merrill Lynch CMA Money Fund $24,864 $24,864
Merrill Lynch Pierce Fenner 26,715 shares
& Smith, Inc. Merrill Lynch CMA Money Fund $26,715 $26,715
Merrill Lynch Pierce Fenner 23,775 shares
& Smith, Inc. Merrill Lynch CMA Money Fund $23,775 $23,775
Merrill Lynch Pierce Fenner 24,861 shares
& Smith, Inc. Merrill Lynch CMA Money Fund $24,861 $24,861
Merrill Lynch Pierce Fenner 42,032 shares
& Smith, Inc. Merrill Lynch CMA Money Fund $42,032 $42,032 $42,032 $0
Merrill Lynch Pierce Fenner 38,271 shares
& Smith, Inc. Merrill Lynch CMA Money Fund $38,271 $38,271
Merrill Lynch Pierce Fenner 3,920 shares
& Smith, Inc. Merrill Lynch Federal Securities Trust $37,902 $37,672 $230
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
CYTRX CORPORATION
401(K) PROFIT-SHARING PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1995
Current
Value of
Assets on
Cost of Transaction Net
Identity of Party Involved Description of Assets Purchases Sales Asset Sold Date Gain (Loss)
- -------------------------- --------------------- --------- ----- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) - Series of transactions in excess of 5% of plan assets
Merrill Lynch Pierce Fenner 21,492 shares
& Smith, Inc. CytRx Corporation Common Stock $133,437 $133,437
Merrill Lynch Pierce Fenner 13,740 shares
& Smith, Inc. CytRx Corporation Common Stock $61,980 $116,405 $61,980 ($54,425)
Merrill Lynch Pierce Fenner 1,943 shares
& Smith, Inc. Merrill Lynch Federal Securities Trust $18,321 $18,321
Merrill Lynch Pierce Fenner 3,962 shares
& Smith, Inc. Merrill Lynch Federal Securities Trust $38,310 $38,085 $38,310 $225
Merrill Lynch Pierce Fenner 3.275 shares
& Smith, Inc. Merrill Lynch Capital Fund $93,880 $93,880
Merrill Lynch Pierce Fenner 1,035 shares
& Smith, Inc. Merrill Lynch Capital Fund $31,594 $29,457 $31,594 $2,137
Merrill Lynch Pierce Fenner 3,250 shares
& Smith, Inc. Merrill Lynch Basic Value Fund $84,199 $84,199
Merrill Lynch Pierce Fenner 684 shares
& Smith, Inc. Merrill Lynch Basic Value Fund $17,345 $14,556 $17,345 $2,789
Merrill Lynch Pierce Fenner 2,892 shares
& Smith, Inc. Merrill Lynch Growth Fund $62,992 $62,992 $0
Merrill Lynch Pierce Fenner 62 shares
& Smith, Inc. Merrill Lynch Growth Fund $1,351 $1,348 $1,351 $3
Merrill Lynch Pierce Fenner 121,363 shares
& Smith, Inc. Merrill Lynch Retirement Preservation $121,363 $121,363 $0
Merrill Lynch Pierce Fenner 55,540 shares
& Smith, Inc. Merrill Lynch Retirement Preservation Trust $55,540 $55,540 $55,540 $0
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
CYTRX CORPORATION
401(K) PROFIT-SHARING PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1995
Current
Value of
Assets on
Cost of Transaction Net
Identity of Party Involved Description of Assets Purchases Sales Asset Sold Date Gain (Loss)
- -------------------------- --------------------- --------- ----- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Pierce Fenner 397,300 shares
& Smith, Inc. Merrill Lynch CMA Money Fund $397,300 $397,300 $0
Merrill Lynch Pierce Fenner 375,781 shares
& Smith, Inc. Merrill Lynch CMA Money Fund $375,781 $375,781 $375,781 $0
</TABLE>
Note: Commissions and fees related to purchase and sales of investments are
included in the cost of investments or the proceeds from the sale and are not
separately identified by the trustee.
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1995.
13
<PAGE>
CYTRX CORPORATION
401(K) PROFIT-SHARING PLAN
FORM 11-K EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ----------- ----
24.1 Consent of Ernst & Young LLP
14
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 33-48706) pertaining to the CytRx Corporation 401(k)
Profit-Sharing Plan of our report dated June 5, 1996, with respect to the
financial statements and supplemental schedules of the CytRx Corporation 401(k)
Profit-Sharing Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 1995.
/s/ Ernst & Young LLP
Atlanta, Georgia ERNST & YOUNG LLP
June 5, 1996
