SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to ________
Commission file number 0-15515
APPLIED BIOSCIENCE INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-2734293
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(State or other jurisdiction (I.R.S. employer
of incorporation or identification no.)
organization)
4350 North Fairfax Drive
Arlington, Virginia 22203-1627
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(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (703) 516-2490
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Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(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 the 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 non-affiliates of
the registrant was $136,888,940, as of March 15, 1995.
The number of shares outstanding of the registrant's class of common stock,
par value $.01 per share, was 28,173,470 as of March 15, 1995.
<PAGE>
The Form 10-K for the year ended December 31, 1994 of Applied Bioscience
International Inc. (the "Company") is being amended to (i) revise Item No. 4 of
Part I, (ii) substitute information relating to Mr. Stephen L. Waechter for
information relating to Dr. Geoffrey K. Hogan in Item No. 11 of Part III, (iii)
delete information relating to the beneficial ownership of the Company's Common
Stock by Dr. Geoffrey K. Hogan in Item No. 12 of Part III and (iv) include two
letter agreements between the Company and Mr. Stephen L. Waechter as Exhibits
10.32 and 10.33 in Item No. 14 of Part IV.
PART I
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company held its Annual Meeting of Stockholders on
October 21, 1994.
(b) Not applicable.
(c) The sole matter voted upon at the Company's Annual Meeting of
Stockholders was the election of Dr. Joseph H. Highland, Dr.
Geoffrey K. Hogan, Mr. Steven A. Fleckman and Mr. Frank E. Loy as
directors. The results of the election were as follows:
ABSTENTION OR
NOMINEE FOR AGAINST BROKER NON-VOTE
------- --- ------- ---------------
Dr. Joseph H. Highland 22,692,531 199,796 0
Dr. Geoffrey K. Hogan 21,074,008 1,818,319 0
Mr. Steven A. Fleckman 22,688,915 203,412 0
Mr. Frank E. Loy 22,689,967 202,360 0
PART III
Item 11. Executive Compensation.
Summary of Cash and Certain Other Compensation
The following table sets forth the cash compensation paid by the Company
and its subsidiaries for or with respect to the fiscal years ended December 31,
1992, 1993 and 1994, to each of the five most highly compensated executive
officers of the Company, including the Chief Executive Officer, during fiscal
year 1994, for all capacities in which they served.
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<PAGE>
<TABLE><CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------
Other Securities All Other
Salary Bonus Annual Underlying Compensation
Name and Principal Postion Year $ ($)(1) Compensation($) Options/SARs(#)(2) ($)(3)
-------------------------- ---- ------ ------ --------------- ------------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Grover C. Wrenn (4) 1994 $198,625 $ -- $ -- 50,000 $ 22,645
President and Chief 1993 181,500 -- -- 52,000 19,858
Executive Officer 1992 181,500 -- -- -- 100,729
Swep T. Davis (5) 1994 200,000 100,000 -- 67,000 8,456
President of APBI 1993 200,000 28,125 -- -- 5,842
Environmental 1992 23,288 -- -- 100,000 5,034
Sciences Group
Charles L. Defesche 1994 229,828 -- -- 134,010 11,488
(6) President and 1993 225,000 -- -- -- 29,814
Chief Executive 1992 205,303 278,050 -- 170,076 26,319
Officer of Pharmaco
LSR International, Inc.
Joseph H. Highland 1994 211,667 150,000 -- 8,000 25,183
Chief Executive 1993 200,000 60,889 -- 6,666 18,673
Officer of the 1992 177,513 -- -- -- 20,842
ENVIRON division of
APBI Environmental
Sciences Group, Inc.
Stephen L. Waechter 1994 163,125 25,000 -- 20,000 5,051
(7) Senior Vice 1993 48,513 15,000 -- 24,000 1,292
President, Chief 1992 -- -- -- -- --
Financial Officer
and Treasurer
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</TABLE>
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<PAGE>
(1) With the exception of Mr. Waechter's bonus amounts, the annual bonus
amounts with respect to fiscal years 1994 and 1993 were determined under
the Company's Economic Value Added ("EVA") compensation program. Dr.
Defesche did not earn a bonus under the EVA program in 1994 and 1993. Mr.
Wrenn did not earn a bonus under the EVA program in 1993 and his bonus for
1994 has not been determined. Mr. Waechter received a signing bonus of
$15,000 when he joined the Company in September 1993 and was guaranteed a
minimum cash bonus of $25,000 for fiscal year 1994, which was slightly
higher than the bonus Mr. Waechter would otherwise have received under the
Company's EVA compensation program.
(2) With respect to the options awarded in fiscal year 1994 to Mr. Davis and
Dr. Defesche, (i) the options to acquire 67,000 shares of Common Stock
awarded to Mr. Davis were in substitution for the options to acquire
100,000 shares of Common Stock awarded to Mr. Davis in fiscal year 1992 and
(ii) the options to acquire 134,010 shares of Common Stock awarded to Dr.
Defesche consisted of options to acquire 104,010 shares of Common Stock
awarded to Dr. Defesche in substitution for the options to acquire 170,076
shares of Common Stock awarded to Dr. Defesche in fiscal year 1992 and
options to acquire 30,000 shares of Common Stock awarded to Dr. Defesche
under the Company's annual compensation program.
(3) The total amounts shown in the "All Other Compensation" column with respect
to fiscal year 1994 consist of the following: (i) $12,624 in matching
Company contributions to the APBI Environmental Sciences Group, Inc.
Pension Plan, a money purchase pension plan, on behalf of Mr. Wrenn, $1,803
represents the taxable benefit to Mr. Wrenn of premiums paid by the Company
for group term life insurance on his behalf, $3,718 represents the taxable
benefit to Mr. Wrenn of premiums paid by the Company for key man life
insurance on his behalf, and $4,500 in matching Company contributions to
the APBI U.S. Retirement 401(k) Savings Plan, a defined contribution plan,
on behalf of Mr. Wrenn; (ii) $1,218 represents the taxable benefit to Mr.
Davis of premiums paid by the Company for group term life insurance on his
behalf, $2,738 represents the premiums paid by the Company for keyman life
insurance on his behalf and $4,500 in matching Company contributions to the
APBI U.S. Retirement 401(k) Savings Plan, a defined contribution plan, on
behalf of Mr. Davis; (iii) $522 represents the taxable benefit to Dr.
Defesche of premiums paid by the Company for group term life insurance on
his behalf, $8,274 represents payment for unused vacation benefits and
$2,692 in matching Company contributions to the APBI U.S. Retirement 401(k)
Savings Plan, a defined contribution plan, on behalf of Dr. Defesche;
(iv) $2,016 represents the taxable benefit to Dr. Highland of premiums paid
by the Company for group term life insurance on his behalf, $4,500 in
matching Company contributions to the APBI U.S. Retirement 401(k) Savings
Plan, a defined contribution plan, on behalf of Dr. Highland, $5,064
represents the premiums paid by the Company for keyman life insurance on
his behalf and $13,603 in Company contributions to the APBI Environmental
Sciences Group, Inc. Pension Plan, a money purchase pension plan, on behalf
of Dr. Highland; (v) $551 represents the taxable benefit to Mr. Waechter
of premiums paid by the Company for group term life insurance on his behalf
and $4,500 in matching Company contributions to the APBI U.S. Retirement
401(k) Savings Plan, a defined contribution plan, on behalf of Mr.
Waechter.
(4) Mr. Wrenn served as the President and Chief Executive Officer of the
Company until February 1995. Mr. Wrenn continues to serve as a director of
the Company.
(5) Mr. Davis joined the Company in November 1992 as President of APBI
Environmental Sciences Group, Inc. and continued to serve as such until
January 31, 1995. Mr. Davis continues to serve as a director of APBI.
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<PAGE>
(6) Dr. Defesche served as the President and Chief Executive Officer of
Pharmaco LSR until February 1995. Mr. Defesche continues to serve as
chairman of Pharmaco LSR and as a director of the Company.
(7) Mr. Waechter joined the Company in September 1993 as the Chief Financial
Officer and Treasurer of the Company. In October 1994, he also became a
Senior Vice President of the Company.
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<PAGE>
Stock Option Grants in Fiscal 1994
The following table sets forth certain information concerning the grant of
stock options made under the Company's Stock Incentive Program (1990) during the
fiscal year ended December 31, 1994 to each of the executive officers of the
Company named in the Summary Compensation Table.
<TABLE><CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR(1)
Grant Date
INDIVIDUAL GRANTS Value
----------------------------------------------------------- ----------
Percent of
Number of Total
Securities Options
Underlying Granted to
Options Employees in Exercise or Grant Date
Granted Fiscal Year Base Price Expiration Present Value
Name (#) (2) ($/Sh) Date ($)(3)
---- ---------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Grover C. Wrenn 50,000(4) 5.8 $5.875 9/13/04 $203,000
Swep T. Davis 67,000(5) 7.8 7.00 4/13/04 265,990
Charles L. Defesche 104,010(5) 12.1 7.00 4/13/04 412,920
30,000(4) 3.5 5.875 9/13/04 121,800
Joseph H. Highland 8,000(4) 0.9 5.875 9/13/04 32,480
Stephen L. Waechter 20,000(4) 2.3 5.875 9/13/04 81,200
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</TABLE>
(1) The Company's stock option plans are administered by the Compensation and
Stock Plans Committee of the Board of Directors. The exercise price per
share of all of the options granted during fiscal year 1994 is equal to or
greater than the fair market value per share of the Company's Common Stock
on the date of the grant, and the options are exercisable over a term of
ten years from the date of grant.
(2) The Company granted options to employees to acquire 858,320 shares of
Common Stock during fiscal year 1994. The 1994 option grants include
options to acquire 481,320 shares of Common Stock which were granted
pursuant to the Company's 1994 replacement program, whereby the Company
reduced the exercise price of certain previously issued options to a price
closer to the current fair market values of the Company's Common Stock.
The replacement program resulted in the cancellation of options to acquire
892,480 shares of Common Stock.
(3) The "Grant Date Present Value" is a hypothetical value determined under the
Black-Scholes Option Pricing Model. It is one of the methods permitted by
the Securities and Exchange Commission for estimating the present value of
options. The Company's stock options are not transferable, and the actual
value of the stock options that an executive officer
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<PAGE>
may realize, if any, will depend on the excess of the market price on the
date of exercise over the exercise price. The Black-Scholes Option Pricing
Model is based on assumptions as to certain variables such as the
volatility of the Company's stock price and prevailing interest rates, so
there is no assurance that any individual will actually realize the option
values presented in this table. The Company has based its assumption for
stock price volatility on the variance of closing prices for the Company's
stock for the five years prior to the grant date of the option award. In
addition, the pricing model assumes (i) a risk-free rate of return equal to
the rate of return for ten-year U.S. Government obligations on the grant
date, (ii) no future dividend payments and (iii) that all options will be
held for full ten-year terms.
(4) These options were granted on September 13, 1994 and vest ratably over a
three-year period on the anniversary of the date of grant.
(5) The options were granted on April 13, 1994 pursuant to the Company's 1994
option replacement program and vest ratably over a four-year period on the
anniversary of the date of grant.
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<PAGE>
Option Exercises and Holdings
No stock options held by any director or officer of the Company were
exercised during the 1994 fiscal year. The following table sets forth
information as of December 31, 1994, regarding the number and value of options
held by each of the executive officers of the Company named in the Summary
Compensation Table. None of the named executive officers held any stock
appreciation rights ("SARs") as of such date.
<TABLE><CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
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AND FISCAL YEAR-END OPTION/SAR VALUES
-------------------------------------
Number of Securities Underlying Value of Unexercised in-the-Money
Unexercised Options/SARs at Options/SARs at Fiscal Year-End(1)
Fiscal Year-End(#) ($)
--------------------------- -----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Grover C. Wrenn 54,761 92,667 $ -- $ --
Swep T. Davis -- 67,000 -- --
Charles L. Defesche -- 134,010 -- --
Joseph H. Highland 39,650 20,444 -- --
Stephen L. Waechter 8,000 36,600 -- --
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</TABLE>
(1) Based on the closing price per share of the Company's Common Stock of $5.50
on the National Association of Securities Dealers Automated Quotation
National Market System on December 31, 1994.
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<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 15, 1995 by (i) each person
who was known by the Company to own beneficially more than five percent (5%) of
the Company's Common Stock then outstanding, (ii) each director of the Company
and each of the executive officers of the Company named in the Summary
Compensation Table, and (iii) all directors and executive officers of the
Company as a group. Unless otherwise indicated, each of the directors, executive
officers and stockholders listed below, and the directors and executive officers
as a group, have sole voting power and sole investment power with respect to the
shares beneficially owned by them.
<TABLE><CAPTION>
Common Stock of the Company,
par value $.01 per share
---------------------------------
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership Percent of Class
------------------------ -------------------- ----------------
<S> <C> <C>
General American Investors Company, Inc.(1) 2,220,513 7.9%
Merrill Lynch & Co., Inc.(2) 2,347,100 8.3
Pioneering Management Corporation(3) 1,540,800 5.5
State of Wisconsin Investment Board(4) 2,800,000 9.9
Richard J. Hawkins(5) 2,278,313 8.1
Kenneth H. Harper(6) 529,220 1.8
Stephen L. Waechter(7) 12,855 *
Swep T. Davis(8) 21,250 *
Charles L. Defesche(9) 26,052 *
Steven A. Fleckman --- ---
Frederick Frank --- ---
Joseph H. Highland(10) 606,944 2.2
Frank E. Loy 4,500 *
Thomas J. Russell --- ---
John H. Timoney(11) 198,223 *
Grover C. Wrenn(12) 903,247 3.2
All directors and executive officers as a group
(13 persons)(13) 2,340,268 8.1
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* Represents less than 1%.
</TABLE>
(1) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission on February 10, 1995. Includes 809,032 shares over
which General American Investors Company, Inc. shares voting and investment
power with General American Advisers, Inc. The address of General
American Investors Company, Inc. is 450 Lexington Avenue, New York, New
York 10017.
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<PAGE>
(2) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission on February 9, 1995. Consists of shares over which
Merrill Lynch & Co., Inc., Merrill Lynch Group, Inc. and Princeton
Services, Inc. may be deemed to exercise shared voting and investment
authority. Merrill Lynch & Co., Inc., Merrill Lynch Group, Inc. and
Princeton Services, Inc. disclaim beneficial ownership of such shares.
The address of Merrill Lynch & Co., Inc. and Merrill Lynch Group, Inc. is
World Financial Center, North Tower, 250 Vesey Street, New York, New York
10281. The address of Princeton Services, Inc. is 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
(3) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission on January 25, 1995. The address of Pioneering
Management Corporation is 60 State Street, Boston, Massachusetts 02114.
(4) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission on February 13, 1995. The address of the State of
Wisconsin Investment Board is P.O. Box 7842, Madison, Wisconsin 53707.
(5) Based on information contained in a Schedule 13D filed with the Securities
and Exchange Commission on April 27, 1994. Mr. Hawkins' address is 324
Eanes School Road, Austin, Texas 78746. Includes 1,189,799 shares owned by
Mr. Hawkins' wife, as to which Mr. Hawkins does not disclaim beneficial
ownership.
(6) Includes 529,220 shares which may be acquired within the next 60 days
pursuant to the exercise of options granted under the Company's Stock
Incentive Program (1990).
(7) Includes 4,000 shares owned jointly by Mr. Waechter and his wife and 855
shares owned by the Applied Bioscience International Inc. U.S. Retirement
Savings Plan, a 401(k) Plan, for the account of Mr. Waechter. Includes
8,000 shares which may be acquired within the next 60 days pursuant to the
exercise of options granted under the Company's Stock Incentive Program
(1990). Does not include 36,000 shares subject to options granted under
the Company's Stock Incentive Program (1990) which are not currently
exercisable and will not become exercisable within the next 60 days.
(8) Includes 4,000 shares owned by a partnership of which Mr. Davis is a
general partner and 500 shares held by Mr. Davis' mother, as to which
Mr. Davis does not disclaim beneficial ownership. Includes 16,750 shares
which may be acquired within the next 60 days pursuant to the exercise of
options granted under the Company's Stock Incentive Program (1990). Does
not include 50,250 shares subject to options granted under the Company's
Stock Incentive Program (1990) which are not currently exercisable and will
not become exercisable within the next 60 days.
(9) Includes 25 shares which were transferred from the Pharmaco LSR
International Inc. ESOP Program to the Applied Bioscience International
Inc. U.S. Retirement Savings Plan, a 401(k) Plan, 25 shares owned by the
Applied Bioscience International Inc. U.S. Retirement Savings Plan, a
401(k) Plan, for the account of Dr. Defesche and 26,002 shares which may be
acquired within the next 60 days pursuant to the exercise of options
granted under the Company's Stock Incentive Program (1990). Does not
include 108,008 shares subject to options granted under the Company's Stock
Incentive Program (1990) which are not currently exercisable and will not
become exercisable within the next 60 days.
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<PAGE>
(10) Includes 97,500 shares held by the Highland-Mills Foundation, of which Dr.
Highland is an officer and trustee, and 39,650 shares which may be acquired
within the next 60 days pursuant to the exercise of options granted under
the Company's Stock Incentive program (1990). Does not include 20,444
shares subject to options granted under the Company's Stock Incentive
program (1990) which are not currently exercisable and will not become
exercisable within the next 60 days.
(11) Includes 23,298 shares owned jointly by Mr. Timoney and his wife, as to
which they share voting and investment power and 174,125 shares which may
be acquired within the next 60 days pursuant to the exercise of options
granted under the Company's Stock Incentive Program (1990). Does not
include 45,296 shares issuable pursuant to a supplemental retirement
arrangement maintained by the Company for Mr. Timoney and 14,667 shares
subject to options granted under the Company's Stock Incentive Program
(1990) which are not currently exercisable and will not become exercisable
within the next 60 days.
(12) Includes 574,576 shares owned by the Grover C. Wrenn Revocable Trust, of
which Mr. Wrenn is the sole trustee, beneficiary, and settlor; 2,870 shares
owned by the Grover and Suzie Wrenn Foundation, of which Mr. Wrenn is an
officer and director; 48,000 shares owned by the Wrenn Charitable Trust, of
which Mr. Wrenn is a beneficiary; 22,374 shares owned by the Applied
Bioscience International Inc. U.S. Retirement Savings Plan, a 401(k) Plan,
for the account of Mr. Wrenn; 200,000 shares owned by Mr. Wrenn's wife; and
54,761 shares which may be acquired within the next 60 days pursuant to the
exercise of options granted under the Company's Stock Incentive Program
(1990). Does not include 92,667 shares subject to options granted under
the Company's Stock Incentive Program (1990) which are not currently
exercisable and will not become exercisable within the next 60 days.
(13) Includes 884,285 shares which may be acquired within the next 60 days
pursuant to the exercise of options granted under the Company's Stock
Incentive Program (1990). Does not include 336,592 shares subject to
options granted under the Company's Stock Incentive Program (1990) which
are not currently exercisable and will not become exercisable within the
next 60 days.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Financial Statements and Financial Statement Schedules
1. The consolidated financial statements of the Company and its
subsidiaries filed as part of this Report are listed in the
attached Index to Financial Statements and Financial Statement
Schedule.
2. The Schedule to the consolidated financial statements of the
Company and its subsidiaries filed as part of this Report is
listed in the attached Index to Financial Statements and
Financial Statement Schedule.
3. The exhibits filed as part of this Report are listed in the Index
to Exhibits immediately following the signature pages of this
Report.
(b) Reports on Form 8-K.
During the fourth quarter of 1994 the Company filed the following Reports
on Form 8-K with the Commission:
None
(c) Exhibits
Exhibit No.
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3. Articles of Incorporation and By-Laws:
3.1 Certificate of Incorporation of the Registrant (composite copy as
amended to date), incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (Registration No. 33-47505).
3.2 By-Laws of the Registrant, as amended to date, incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.
4. Instruments defining the rights of security holders, including
indentures.
4.1 Certificate of Incorporation of the Registrant (composite copy as
amended to date), incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (Registration No. 33-47505).
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4.2 By-Laws of the Registrant, as amended to date, incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.
10. Material Contracts:
10.1 Applied Bioscience International Inc. Employee Stock Purchase
Program (1988), incorporated by reference to Exhibit 10.1 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
10.2 Life Science Research Limited Retirement Benefits Scheme and Trust
Deed, incorporated by reference to Exhibit 10.2 to the Registrant's Registration
Statement on Form S-1 (No. 33-11953).
10.3 Applied Bioscience International Inc. U.S. Pension Plan and form of
Trust Agreement, incorporated by reference to Exhibit 10.3 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
10.4 Agreement dated December 1, 1987 between the Company and Kenneth H.
Harper, incorporated by reference to Exhibit 10.4 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993.
10.5 Agreement dated December 1, 1987 between the Company and John H.
Timoney, incorporated by reference to Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993.
10.6 Registration Rights Agreement dated September 7, 1990 by and among
Applied Bioscience International Inc. and Grover C. Wrenn, Joseph H. Highland,
Robert M. Wenger, Robert H. Harris and Joseph V. Rodricks, incorporated by
reference to Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1990.
10.7 Employment Agreement dated September 7, 1990 by and among ENVIRON
International Corporation, Applied Bioscience International Inc. and Grover C.
Wrenn, incorporated by reference to Exhibit 10.21 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990.
10.8 Employment Agreement dated September 7, 1990 by and among ENVIRON
International Corporation, Applied Bioscience International Inc. and Joseph H.
Highland, incorporated by reference to Exhibit 10.22 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990.
10.9 Employment Agreement dated September 7, 1990 by and among ENVIRON
International Corporation, Applied Bioscience International Inc. and Joseph V.
Rodricks, incorporated by reference to Exhibit 10.23 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990.
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10.10 Employment Agreement dated September 7, 1990 by and among ENVIRON
International Corporation, Applied Bioscience International Inc. and Robert M.
Wenger, incorporated by reference to Exhibit 10.24 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990.
10.11 Employment Agreement dated September 7, 1990 by and among ENVIRON
International Corporation, Applied Bioscience International Inc. and Robert H.
Harris, incorporated by reference to Exhibit 10.25 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990.
10.12 Employment Agreement dated September 7, 1990 by and between Applied
Bioscience International Inc. and Kenneth H. Harper, incorporated by reference
to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990.
10.13 Employment Agreement dated September 7, 1990 by and between Applied
Bioscience International Inc. and John H. Timoney, incorporated by reference to
Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990.
10.14 Partial Waiver and Amendment to Severance Agreement dated
September 7, 1990 by and between Applied Bioscience International Inc. and
Kenneth H. Harper, incorporated by reference to Exhibit 10.30 to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1990.
10.15 Partial Waiver and Amendment to Severance Agreement dated
September 7, 1990 by and between Applied Bioscience International Inc. and John
H. Timoney, incorporated by reference to Exhibit 10.31 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990.
10.16 Applied Bioscience International Inc. Stock Incentive Program
(1990), incorporated by reference to Exhibit 10.34 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990.
10.17 Registration Rights Agreement dated February 28, 1992 by and among
the Registrant and Richard J. Hawkins, Nona F. Niland, John V. Farinacci, Summit
Ventures II, L.P. and Summit Ventures, L.P., incorporated by reference to
Exhibit 19.1 to the Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1992.
10.18 Partial Waiver to Severance Agreement dated February 28, 1992 by and
between the Registrant and Kenneth H. Harper, incorporated by reference to
Exhibit 19.6 to the Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1992.
10.19 Partial Waiver to Severance Agreement dated February 28, 1992 by and
between the Registrant and John H. Timoney, incorporated by reference to Exhibit
19.7 to the Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1992.
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10.20 Amendments to Registration Rights Agreement dated February 28, 1992
by and among the Registrant and Grover C. Wrenn, Joseph H. Highland, Robert H.
Harris, Joseph V. Rodricks and Robert M. Wenger, incorporated by reference to
Exhibit 19.10 to the registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1992.
10.21 Corporate Advisory Service Agreement dated February 5, 1993 between
Applied Bioscience International Inc. and Pharmaco LSR International Inc.,
incorporated by reference to Exhibit 10.38 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992.
10.22 Corporate Advisory Service Agreement dated February 5, 1993 between
Applied Bioscience International Inc. and APBI Environmental Sciences Group,
Inc., incorporated by reference to Exhibit 10.39 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992.
10.23 Letter Agreement dated April 30, 1993, between the Registrant and
Dr. Kenneth H. Harper, incorporated by reference to Exhibit 10.44 to the
Registrant's Quarterly Report on Form 10-Q for the period ended September 30,
1993.
10.24 Letter Agreement dated April 30, 1993, between the Registrant and
John H. Timoney, incorporated by reference to Exhibit 10.45 to the Registrant's
Quarterly Report on Form 10-Q for the period ended September 30, 1993.
10.25 Loan and Security Agreement dated as of May 24, 1994 among the
Registrant, APBI Environmental Sciences Group, Inc., APBI Finance Corporation,
APBI Investor Relations Inc., Pharmaco LSR International Inc., Pharmaco LSR Ltd.
(collectively, the "Borrowers") and ABN AMRO Bank N.V., Core States Bank, N.A.,
United Jersey Bank/Central, N.A. (collectively, the "Banks"), with Core States
Bank, N.A. as Agent, incorporated by reference to Exhibit 10.33 to the
Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1994.
10.26 Revolving Credit Notes dated May 24, 1994, incorporated by reference
to Exhibit 10.34 to the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1994.
10.27 Term Loan Notes dated May 24, 1994, incorporated by reference to
Exhibit 10.35 to the Registrant's Quarterly Report on Form 10-Q for the period
ended June 30, 1994.
10.28 First Amendment dated as of February 27, 1995, to the Loan and
Security Agreement dated as of May 24, 1994, by and among the Borrowers, the
Bank and the Agent.
10.29 APBI Retirement Savings Plan, incorporated by reference to Exhibit 4
to the Registrant's Registration Statement on Form S-8 (No. 33-56678).
10.30 Separation Agreement by and between the Registrant and Swep T. Davis
dated as of January 31, 1995.
-14-
<PAGE>
10.31 Employment Agreement by and between Pharmaco LSR International Inc.
and Geoffrey K. Hogan dated as of January 6, 1995.
10.32 Letter Agreement dated September 3, 1993, between the Registrant and
Stephen L. Waechter.
10.33 Letter Agreement dated September 14, 1993, between the Registrant
and Stephen L. Waechter.
11. Statement re computation of per-share earnings.
21. Subsidiaries of the Registrant.
23. Consent of Arthur Andersen LLP.
-15-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
APPLIED BIOSCIENCE INTERNATIONAL INC.
Date: May 5, 1995 By: /s/ Stephen L. Waechter
------------------------------------
Name: Stephen L. Waechter
Title: Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
-16-
<PAGE>
<TABLE><CAPTION>
EXHIBIT INDEX
Exhibit Description Sequential
No. ----------- Page Number
-- -----------
<S> <C> <C>
3 Articles of Incorporation and By-Laws:
3.1 Certificate of Incorporation of the Registrant (com-
posite copy as amended to date), incorporated by
reference to Exhibit 4.2 to the Registrant's Registra-
tion Statement on Form S-3 (Registration No.
33-47505)
3.2 By-Laws of the Registrant, as amended to date, in-
corporated by reference to Exhibit 3.2 to the Regis-
trant's Annual Report on Form 10-K for the year
ended December 31, 1993
4 Instruments defining the rights of security holders,
including indentures
4.1 Certificate of Incorporation of the Registrant (com-
posite copy as amended to date), incorporated by
reference to Exhibit 4.2 to the Registrant's Registra-
tion Statement on Form S-3 (Registration No.
33-47505)
4.2 By-Laws of the Registrant, as amended to date, in-
corporated by reference to Exhibit 3.2 to the Regis-
trant's Annual Report on Form 10-K for the year
ended December 31, 1993
10 Material Contracts:
10.1 Applied Bioscience International Inc. Employee
Stock Purchase Program (1988), incorporated by
reference to Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the year ended December
31, 1993.
10.2 Life Science Research Limited Retirement Benefits
Scheme and Trust Deed, incorporated by reference
to Exhibit 10.2 to the Registrant's Registration
Statement on Form S-1 (No. 33-11953)
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Description Sequential
No. ----------- Page Number
-- -----------
<S> <C> <C>
10.3 Applied Bioscience International Inc. U.S. Pension
Plan and form of Trust Agreement, incorporated by
reference to Exhibit 10.3 to the Registrant's Annual
Report on Form 10-K for the year ended December
31, 1993
10.4 Agreement dated December 1, 1987 between the
Company and Kenneth H. Harper, incorporated by
reference to Exhibit 10.4 to the Registrant's Annual
Report on Form 10-K for the year ended December
31, 1993
10.5 Agreement dated December 1, 1987 between the
Company and John H. Timoney, incorporated by
reference to Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K for the year ended December
31, 1993
10.6 Registration Rights Agreement dated September 7,
1990 by and among Applied Bioscience Interna-
tional Inc. and Grover C. Wrenn, Joseph H. High-
land, Robert M. Wenger, Robert H. Harris and
Joseph V. Rodricks, incorporated by reference to
Exhibit 10.19 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990
10.7 Employment Agreement dated September 7, 1990
by and among ENVIRON International Corpora-
tion, Applied Bioscience International Inc. and
Grover C. Wrenn, incorporated by reference to Ex-
hibit 10.21 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990
10.8 Employment Agreement dated September 7, 1990
by and among ENVIRON International Corpora-
tion, Applied Bioscience International Inc. and Jo-
seph H. Highland, incorporated by reference to
Exhibit 10.22 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Description Sequential
No. ----------- Page Number
-- -----------
<S> <C> <C>
10.9 Employment Agreement dated September 7, 1990
by and among ENVIRON International Corpora-
tion, Applied Bioscience International Inc. and Jo-
seph V. Rodricks, incorporated by reference to
Exhibit 10.23 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990
10.10 Employment Agreement dated September 7, 1990
by and among ENVIRON International Corpora-
tion, Applied Bioscience International Inc. and
Robert M. Wenger, incorporated by reference to
Exhibit 10.24 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990
10.11 Employment Agreement dated September 7, 1990
by and among ENVIRON International Corpora-
tion, Applied Bioscience International Inc. and
Robert H. Harris, incorporated by reference to Ex-
hibit 10.25 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990
10.12 Employment Agreement dated September 7, 1990
by and between Applied Bioscience International
Inc. and Kenneth H. Harper, incorporated by refer-
ence to Exhibit 10.26 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1990
10.13 Employment Agreement dated September 7, 1990
by and between Applied Bioscience International
Inc. and John H. Timoney, incorporated by refer-
ence to Exhibit 10.27 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1990
10.14 Partial Waiver and Amendment to Severance
Agreement dated September 7, 1990 by and be-
tween Applied Bioscience International Inc. and
Kenneth H. Harper, incorporated by reference to
Exhibit 10.30 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Description Sequential
No. ----------- Page Number
-- -----------
<S> <C> <C>
10.15 Partial Waiver and Amendment to Severance
Agreement dated September 7, 1990 by and be-
tween Applied Bioscience International Inc. and
John H. Timoney, incorporated by reference to Ex-
hibit 10.31 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990
10.16 Applied Bioscience International Inc. Stock Incen-
tive Program (1990), incorporated by reference to
Exhibit 10.34 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990
10.17 Registration Rights Agreement dated February 28,
1992 by and among the Registrant and Richard J.
Hawkins, Nona F. Niland, John V. Farinacci, Sum-
mit Ventures II, L.P. and Summit Ventures, L.P.,
incorporated by reference to Exhibit 19.1 to the
Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 1992
10.18 Partial Waiver to Severance Agreement dated
February 28, 1992 by and between the Registrant
and Kenneth H. Harper, incorporated by reference
to Exhibit 19.6 to the Registrant's Quarterly Report
on Form 10-Q for the period ended March 31, 1992
10.19 Partial Waiver to Severance Agreement dated
February 28, 1992 by and between the Registrant
and John H. Timoney, incorporated by reference to
Exhibit 19.7 to the Registrant's Quarterly Report on
Form 10-Q for the period ended March 31, 1992
10.20 Amendments to Registration Rights Agreement
dated February 28, 1992 by and among the Regis-
trant and Grover C. Wrenn, Joseph H. Highland,
Robert H. Harris, Joseph V. Rodricks and Robert
M. Wenger, incorporated by reference to Exhibit
19.10 to the registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1992
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Description Sequential
No. ----------- Page Number
-- -----------
<S> <C> <C>
10.21 Corporate Advisory Service Agreement dated
February 5, 1993 between Applied Bioscience In-
ternational Inc. and Pharmaco LSR International
Inc., incorporated by reference to Exhibit 10.38 to
the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992
10.22 Corporate Advisory Service Agreement dated
February 5, 1993 between Applied Bioscience In-
ternational Inc. and APBI Environmental Sciences
Group, Inc., incorporated by reference to Exhibit
10.39 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992
10.23 Letter Agreement dated April 30, 1993, between
the Registrant and Dr. Kenneth H. Harper, incorpo-
rated by reference to Exhibit 10.44 to the Regis-
trant's Quarterly Report on Form 10-Q for the
period ended September 30, 1993
10.24 Letter Agreement dated April 30, 1993, between
the Registrant and John H. Timoney, incorporated
by reference to Exhibit 10.45 to the Registrant's
Quarterly Report on Form 10-Q for the period
ended September 30, 1993
10.25 Loan and Security Agreement dated as of May 24,
1994 among the Registrant, APBI Environmental
Sciences Group, Inc., APBI Finance Corporation,
APBI Investor Relations Inc., Pharmaco LSR Inter-
national Inc., Pharmaco LSR Ltd. (collectively, the
"Borrowers") and ABN AMRO Bank N.V., Core
States Bank, N.A., United Jersey Bank/Central,
N.A. (collectively, the "Banks"), with Core States
Bank, N.A. as Agent, incorporated by reference to
Exhibit 10.33 to the Registrant's Quarterly Report
on Form 10-Q for the period ended June 30, 1994
10.26 Revolving Credit Notes dated May 24, 1994, incor-
porated by reference to Exhibit 10.34 to the Regis-
trant's Quarterly Report on Form 10-Q for the
period ended June 30, 1994
</TABLE>
<PAGE>
<TABLE><CAPTION>
Exhibit Description Sequential
No. ----------- Page Number
-- -----------
<S> <C> <C>
10.27 Term Loan Notes dated May 24, 1994, incorpo-
rated by reference to Exhibit 10.35 to the Regis-
trant's Quarterly Report on Form 10-Q for the
period ended June 30, 1994
* 10.28 First Amendment dated as of February 27, 1995, to
the Loan and Security Agreement dated as of May
24, 1994, by and among the Borrowers, the Bank
and the Agent
10.29 APBI Retirement Savings Plan, incorporated by
reference to Exhibit 4 to the Registrant's Registra-
tion Statement on Form S-8 (No. 33-56678)
* 10.30 Separation Agreement by and between the Regis-
trant and Swep T. Davis dated as of January 31,
1995
* 10.31 Employment Agreement by and between Pharmaco
LSR International Inc. and Geoffrey K. Hogan
dated as of January 6, 1995
10.32 Letter Agreement dated September 3, 1993, be-
tween the Registrant and Stephen L. Waechter
10.33 Letter Agreement dated September 14, 1993, be-
tween the Registrant and Stephen L. Waechter
* 11 Statement re computation of per-share earnings
* 21 Subsidiaries of the Registrant
* 23 Consent of Arthur Andersen LLP
*Previously filed
</TABLE>
EXHIBIT 10.32
[APPLIED BIOSCIENCE]
[INTERNATIONAL INC.]
[LOGO]
GROVER C WRENN
President
September 3, 1993
Mr. Stephen L Waechter
9 Scottish Autumn Court
Darnestown, MD 20878
Dear Steve:
This letter will confirm the terms of the offer of employment as Chief Financial
Officer of Applied Bioscience International Inc. as we discussed today. The
position is located in our Arlington, Virginia offices, and you would report
directly to me and have management responsibility for the entire APBI finance
organization.
The base salary for this position is $160,000. Beginning in 1994, you will be
eligible for an additional target cash bonus opportunity of 60% of your base
salary or $96,000. The actual amount of the cash bonus will be determined by
the Economic Value Added (EVA) Incentive Compensation Plan introduced this year
as described in the enclosed materials. In lieu of a performance-based bonus in
1993, you will be provided a sign-on bonus of $15,000. Additionally, you will
be guaranteed a minimum cash bonus of $25,000 in 1994.
Your compensation will also include annual stock option grants, subject to the
approval of the Compensation and Stock Option Committee of the APBI Board of
Directors. The executive compensation plan recently approved by the Committee
provides for an annual option grant of 24,000 shares for your position. The
options would vest ratably over three years and would have a ten-year exercise
period.
You will be covered by the APBI Employee Benefits Plan known as Selections which
is described in the enclosed folder. You would also be entitled to four weeks
vacation per year.
Steve, I am excited about your joining APBI, and I look forward to working with
you. We have an attractive market position for future growth, but we lack the
kind of financial management skill and leadership that you can provide. It is an
opportunity for you to make a real impact. I hope you will accept our offer and
will join us officially on September 13. In the meantime, I would welcome an
opportunity for you to spend whatever time you can with Jamie and me beginning
to get up to speed on the current situation.
4350 North Fairfax Drive * Arlington, VA 22203 Tel: (703) 516-2443
Fax: (703) 516-2345
<PAGE>
Letter to Stephen L. Waechter
September 3, 1993
Page Two
I would like for you to plan to accompany Charles, Swep and me to New York on
Monday, September 13 for a meeting with Citibank concerning the establishment
of a new $70 million credit facility. The APBI Board of Directors meets on
September 21 (dinner) and September 22. I would like for you to plan to attend.
It is my intention to propose your election as a director at that meeting, and
I anticipate the Board's approval.
I will await your confirmation of our offer.
Very truly yours,
/s/ Grover C. Wrenn
- -------------------
Grover C. Wrenn
President and CEO
GCW/1s
Enclosure
EXHIBIT 10.33
[APPLIED BIOSCIENCE]
[INTERNATIONAL INC.]
[LOGO]
September 14, 1993
Mr. Stephen L. Waechter
Chief Financial Officer
Applied Bioscience International Inc.
4350 North Fairfax Drive, Suite 300
Arlington, Virginia 22203
Dear Steve:
APPLIED BIOSCIENCE INTERNATIONAL INC. (the "Company")
considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best
interests of the Company and its shareholders. In this
connection, the Company recognizes that, as is the case with many
publicly held corporations, the possibility of a change in
control may exist and that such possibility, and the uncertainty
and questions which it may raise among management may result in
the departure or distraction of management personnel to the
detriment of the Company and its shareholders. Accordingly, the
Company's Board of Directors has determined that should the
Company become subject to any proposed or threatened change in
the control of the Company, it is imperative that the Company and
the Board of Directors be able to rely upon you to remain in your
position and to provide advice, if requested, as to the best
interests of the Company.
In order to induce you to remain in the employ of the
Company, this letter agreement sets forth the severance benefits
which the Company agrees will be provided to you in the event
your employment with the Company is terminated subsequent to a
"change in control of the Company" (as defined in Section 1
hereof) under the circumstances described below.
1. CHANGE IN CONTROL. No benefits shall be payable
hereunder unless there shall have been a change in control of the
Company, as set forth below, and your employment by the Company
shall thereafter have been terminated in accordance with Section
3 below. For purposes of this Agreement, a "change in control of
the Company" shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended ("Exchange Act"); provided that,
without limitation, such a change in control shall be deemed to
4350 North Fairfax Drive * Arlington, VA 22203 Tel: (703) 516-2490
Fax: (703) 516-2494
<PAGE>
Mr. Stephen L. Waechter
September 14, 1993
Page 2
have occurred if (i) any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes
the beneficial owner, directly or indirectly, of securities of
the Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding
securities; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board of Directors of the Company (the "Board") cease for any
reason to constitute at least a majority thereof unless the
election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of at
lease two-thirds of the directors then still in office who were
directors at the beginning of the period.
2. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If any of the events described in Section 1 hereof
constituting a change in control of the Company shall have
occurred, you shall be entitled to the benefits provided in
Section 3 hereof if the Company subsequently terminates your
employment unless (i) such termination is (A) because of your
death or (B) by the Company for Disability; or (ii) such
termination is (A) by the Company and occurs more than one (1)
year subsequent to the date of such change of control or (B) you
unilaterally terminate your employment after a change in control.
(b) "Disability" as used herein means that as a result
of your incapacity due to physical or mental illness, you shall
have been absent from your duties with the Company on a full-time
basis for one hundred eighty (180) consecutive days (or for
shorter period aggregating not less than one hundred eighty (180)
days during any period of twelve (12) months).
3. COMPENSATION UPON TERMINATION. If, within the first
year following a change of control, the Company shall terminate
your employment other than pursuant to the reasons set forth in
paragraph 2(a) hereof, then the Company shall be obligated to
continue to pay to you as severance pay, the following amounts:
(a) your full base salary together with benefits
through the one year anniversary of the change of control at the
rate in effect at the time of your termination;
(b) all stock options granted to you under the
Company's stock option plans prior to such termination shall vest
<PAGE>
Mr. Stephen L. Waechter
September 14, 1993
Page 3
as of the date of such termination and you will have the right,
for a period of one hundred eighty (180) days following such
termination, to exercise all such stock options which have not
expired.
4. LAPSE. Should you voluntarily leave employment (other
than after a change in control as provided in Paragraph 3) this
Agreement shall lapse and be of no other force and effect and no
compensation will be payable to you hereunder.
5. SUCCESSORS; BINDING AGREEMENT.
(a) The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or
assets of the Company, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had
taken place.
(b) This Agreement shall inure to the benefit of
and be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees,
devisees and legatees.
6. NOTICE. For the purposes of this Agreement, notices
and all other communications provided for in the Agreement shall
be in writing and shall be deemed to have been duly given when
delivered or mailed by registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth
on the first page of this Agreement, provided that all notices to
the Company shall be directed to the attention of the Chief
Executive Officer of the Company with a copy of the Secretary of
the Company, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon
receipt.
7. MISCELLANEOUS. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by you and such
officer as may be specifically designated by the Board of
Directors of the Company. No waiver by either party hereto at
any time of any breach by the party hereto of, or compliance
with, any condition or provision of this Agreement to be
<PAGE>
Mr. Stephen L. Waechter
September 14, 1993
Page 4
performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreement or representations, oral
or otherwise, express or implied, with respect to the subject
matter hereof have been made by either party which are not set
forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed
by the laws of the State of Delaware.
8. VALIDITY. The invalidity or unenforceability of any
provisions of this Agreement shall not effect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
9. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
If this letter correctly sets forth our agreement on the
subject matter hereof, kindly sign and return to the Company the
enclosed copy of this letter which will then constitute our
agreement on this subject.
Sincerely,
APPLIED BIOSCIENCE INTERNATIONAL
INC.
By: /s/ Grover C. Wrenn
-----------------------
Grover C. Wrenn
Chief Executive Officer
Agreed to this 16th day of
September, 1993.
/s/ Stephen L. Waechter
------------------------
Stephen L. Waechter
