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SOMATOGEN, INC.
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996
Commission file number 0-19423
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to____________
Somatogen, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-0991858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2545 Central Ave., Boulder, CO 80301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 440-9988
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.001 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes /X/ No / /
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SOMATOGEN, INC.
Indicate by checkmark 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]
The approximate aggregate market value of voting stock held by
nonaffiliates of the registrant is $188,035,287 as of November 21,
1996.*
20,713,024
(Number of shares of Common Stock outstanding as of November 21, 1996)
*Excludes 3,681,197 shares of Common Stock held by Directors and
Officers and Stockholders whose beneficial ownership exceeds ten
percent of the shares outstanding at November 21, 1996. Exclusion of
shares held by any person should not be construed to indicate that
such person possesses the power, direct or indirect, to direct or
cause the direction of the management or policies of the registrant,
or that such person is controlled by or under common control with
the registrant.
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SOMATOGEN, INC.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
- ------- 8-K
(a-1) Financial Statements
The following consolidated financial statements of the registrant were
filed as Appendix F to the Company's Annual Report on Form 10-K for
the year ended June 30, 1996 as originally filed with the Commission on
September 5, 1996 and incorporated herein by reference thereto:
Page
Report of Price Waterhouse LLP, Independent Accountants 55
Report of Ernst & Young LLP, Independent Auditors 56
Consolidated Balance Sheet at June 30, 1996 and 1995 57
Consolidated Statement of Operations for each of the three
years in the period ended June 30, 1996 and for the period
from July 10,1985 (inception) to June 30, 1996 59
Consolidated Statement of Stockholders' Equity for the period
from July 10, 1985 (inception) to June 30, 1996 61
Consolidated Statement of Cash Flows for each of the three
years in the period ended June 30, 1996 and for the period
from July 10, 1985 (inception) to June 30, 1996 64
Notes to Consolidated Financial Statements 67
(a-2) The exhibits to the Annual Report on Form 10-K for the year
ended June 30, 1996 as originally filed with the Commission on
September 5, 1996 and incorporated herein by reference thereto are
listed under item 14(c) below.
The following management compensatory plans and arrangements were
filed as required as exhibits to the Annual Report on Form
10-K for the year ended June 30, 1996 as originally filed with the
Commission on September 5, 1996 and incorporated herein by reference
thereto pursuant to Item 14(c):
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SOMATOGEN, INC.
Exhibit
Number Description
- ------ -----------------
10.2 Registrant's Stock Option Plan as amended (the "Plan"). (1)
10.3 Form of Incentive Stock Option under the Plan. (2)
10.4 Form of Nonstatutory Stock Option under the Plan. (2)
10.25 Registrant's Employee Stock Purchase Plan and related offering
document. (2)
10.40 Non-Employee Director Stock Option Plan. (3)
10.63 Consultants Stock Option Plan. (4)
10.69 Amendment to the Somatogen, Inc. Amended and Restated Stock
Option Plan. (5)
(1) Previously filed with the Commission as an exhibit to the
Company's Registration Statement on Form S-1 (File No. 33-48789)
and incorporated by reference thereto.
(2) Previously filed with the Commission as an exhibit to the
Company's Registration Statement on Form S-1 (File No. 33-41229)
and incorporated by reference thereto.
(3) Previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended June 30,
1993 and incorporated herein by reference thereto.
(4) Previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended June 30,
1995 and incorporated herein by reference thereto.
(5) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended June 30, 1996 as originally filed
with the Commission on September 5, 1996 and incorporated herein
by reference thereto.
(b) Reports on Form 8-K
The registrant did not file any Reports on Form 8-K during the
last quarter of fiscal 1996.
(c) Exhibits
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SOMATOGEN, INC.
Exhibit
Numbers Description
- ------- -----------
3.1 Amended and Restated Certificate of Incorporation.(1)
3.3 Bylaws.(1)
4.1 Reference is made to Exhibits 3.1 and 3.3.(1)
4.2 Amended and Restated Registration Agreement between the
Registrant and the parties named therein, dated as of
March 28, 1990, as amended.(1)
4.3 Reference is made to Exhibit 10.8.(1)
4.4 Amendment to the Amended and Restated Registration Agreement,
dated as of June 14, 1991, between the Registrant and the
parties named therein.(1)
4.5 Specimen Common Stock certificate.(1)
10.1 Form of Indemnification Agreement entered into between the
Registrant and its directors and officers with related
schedule.(2)
10.2 Registrant's Stock Option Plan as amended (the "Plan").(2)
10.3 Form of Incentive Stock Option under the Plan.(1)
10.4 Form of Nonstatutory Stock Option under the Plan.(1)
10.6 Purchase Agreement between the Registrant and parties named
therein, dated as of October 28, 1988.(1)
10.7 Series B Preferred Stock Purchase Agreement between the
Registrant and the parties named therein, dated as of
March 28, 1990.(1)
10.8 Amendment to Series B Preferred Stock Purchase Agreement,
dated as of February 22, 1991, between the Registrant and the
parties named therein.(1)
10.9 Amendment to Preferred Stock Purchase Agreements, dated as
of June 14, 1991, between the Registrant and the parties
named therein.(1)
10.19 Lease Agreement between the Registrant and 2545 Central
Avenue Partnership ("Central"), dated as of April 13, 1990,
as amended.(2)
10.20 Lease Agreement between the Registrant and Central, dated as
of September 21, 1990.(1)
10.21 Master Lease and Warrant Agreement between the Registrant and
Pacific, as the assignee of Equitec, dated as of March 31,
1989.(1)
10.22 Master Lease and Warrant Agreement between the Registrant and
Pacific, dated as of May 2, 1990.(1)
10.23 Master Lease Agreement between the Registrant and Dominion,
dated as of June 29, 1990.(1)
10.25 Registrant's Employee Stock Purchase Plan and related
offering document.(1)
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SOMATOGEN, INC.
10.26 Master Lease Agreement between the Registrant and General
Electric Capital Corporation, dated as of March 19, 1992, and
accompanying Letter of Credit, as amended, dated as of
March 30, 1992, and Promissory Note, Master Security
Agreement, and Cross Collateral Agreement, dated as of
May 22, 1992.(2)
10.27 Lease/Option Agreement between the Registrant and the parties
named therein, dated as of November 26, 1991, as amended
(with certain confidential information in brackets
deleted).(2)
10.28 Purchase Agreement between the Registrant and the parties
named therein, dated as of November 26, 1991, as amended
(with certain confidential information in brackets
deleted).(2)
10.29 Engineering, Procurement and Validation Service Agreement for
Commercial Manufacturing Facility No. 1 between the
Registrant and Fluor Daniel, Inc., dated as of April 1, 1992
(with certain confidential information in brackets
deleted).(2)
10.30 Engineering, Procurement and Validation Services Agreement
for Commercial Manufacturing Facility No. 2 between the
Registrant and Fluor Daniel, Inc., dated as of April 1, 1992
(with certain confidential information in brackets
deleted).(2)
10.31 Form of warrant with related schedule.(2)
10.33 Letter agreement dated July 9, 1992 between the Registrant
and General Electric Capital Corporation, amending the Master
Lease Agreement between the Registrant and General Electric
Capital Corporation, dated as of March 19, 1992.(2)
10.34 Lease Agreement between the Registrant and Central, dated as
of November 25, 1991.(3)
10.35 Deed of Trust Note to Flatiron Industrial Park Co. and
related Warranty Deed dated September 2, 1992.(3)
10.36 Water and Wastewater Service Agreement between the City of
Boulder and the Company dated as of September 28, 1992.(4)
10.38 Construction Management Services Agreement for Commercial
Manufacturing Facility No. 1 between the Company and Fluor
Daniel, Inc., dated as of August 1, 1992 (with certain
confidential information deleted) and related letter
agreement dated December 1, 1992 (with certain confidential
information deleted).(5)
10.39 Letter agreement dated October 9, 1992 between the Company
and Comdisco Electronics Group regarding lease financing
commitment.(5)
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SOMATOGEN, INC.
10.40 Non-Employee Director Stock Option Plan.(6)
10.41 Master lease agreement dated April 28, 1993 between
Registrant and BancBoston. (6)
10.42 Amendment to the Engineering Procurement and Validation
Services Agreement for Commercial Manufacturing Facility
No.1, between the Company and Fluor Daniel, Inc., dated as of
April 1, 1994 (with certain confidential information in
brackets deleted). (7)
10.43 Amendment to the Construction Management Services Agreement
for Commercial Manufacturing Facility No. 1 between the
Company and Fluor Daniel, Inc., dated as of April 1, 1994
(with certain confidential information in brackets
deleted).(7)
10.44 Agreement dated June 24, 1994, among Somatogen, Inc., Eli
Lilly and Company, and Lilly Industries Limited (with certain
confidential information in brackets deleted). (8)
10.45 Amendment dated June 24, 1994, among Somatogen, Inc., Eli
Lilly and Company and Lilly Industries Limited. (8)
10.46 Stock Purchase Agreement between Somatogen, Inc., Eli Lilly
and Company and Lilly Industries Limited. (8)
10.47 Form of Severance Agreement entered into between the
Registrant and certain of its Executive Officers with Related
Schedule. (8)
10.48 Key Employee Agreement for Andre de Bruin, dated July 13,
1994. (10)
10.49 Letter of Employment for J. W. Freytag, dated September 28,
1994. (10)
10.50 Letter of Employment for Robert F. Caspari, dated October 14,
1994. (10)
10.51 Letter of Employment Richard J. Gorczynski, dated
November 14, 1994. (10)
10.52 Promissory Note of J. William Freytag for the benefit of the
Registrant, dated November 21, 1994. (10)
10.53 Promissory Note of Robert F. Caspari for the benefit of the
Registrant dated December 14, 1994. (10)
10.54 Consulting Agreement for Charles H. Scoggin, dated
January 18, 1995. (10)
10.55 Lease Agreement dated February 14, 1995 with Central for
portion of 2545 Central Avenue, Boulder, Colorado. (11)
10.56 Lease Agreement dated February 14, 1995 with Central
for 2590 Central Avenue, Boulder, Colorado. (11)
10.57 Lease Agreement dated February 14, 1995 with Central
for 5797 Central Avenue, Boulder,
Colorado. (11)
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SOMATOGEN, INC.
10.58 Lease Renewal Amendment dated December 29, 1994 to the Master
Lease Agreement with General Electric Capital Corporation
dated March 19, 1992. (11)
10.59 Lease Renewal Contract dated December 29, 1994 with Ellco
Leasing Corporation. (11)
10.60 Exclusive Agency Agreement dated March 30, 1995 with
Binswanger Chesterton. (11)
10.61 Promissory Note of Richard Gorczynski for the benefit of
the Registrant dated July 13, 1995. (12)
10.62 Consulting Agreement with Ralph Snyderman, M.D., dated
October 24, 1994. (12)
10.63 Consultants Stock Option Plan. (12)
10.64 Stock Purchase Agreement between Somatogen, Inc. and Eli
Lilly and Company, dated as of September 18, 1995. (13)
10.65 Amendment No. 1 to the Stock Purchase Agreement between
Somatogen, Inc. and Eli Lilly and Company dated June 29,
1994. (13)
10.66 Amendment No. 3 to the Agreement between Somatogen, Inc.
and Eli Lilly and Company dated June 24, 1994, and
subsequently amended on June 24, 1994 and May 4, 1995 (with
certain confidential information in brackets deleted). (13)
10.67 Promissory Note of Fiona Wood for the benefit of the
Registrant dated July 30, 1996. (14)
10.68 Amendment dated July 1, 1996 to Exclusive Agency Agreement
with Binswanger Chesterton. (15)
10.69 Amendment to the Somatogen, Inc. Amended and Restated Stock
Option Plan. (16)
16.1 Letter Re: Change in Certifying Accountant. (9)
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
(17)
23.2 Consent of Ernst & Young LLP, Independent Auditors. (17)
24.1 Power of Attorney. Reference is made to page 33 of the
Company's Annual Report on Form 10-K for the year ended
June 30, 1996 as originally filed with the Commission
September 5, 1996 and incorporated herein by reference
thereto.
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SOMATOGEN, INC.
(1) Previously filed with the Commission as an exhibit to the
Company's Registration Statement on Form S-1 (File No. 33-41229)
and incorporated herein by reference thereto.
(2) Previously filed with the Commission as an exhibit to the
Company's Registration Statement on Form S-1 (File No. 33-48789)
and incorporated herein by reference thereto.
(3) Previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended June 30,
1992 and incorporated herein by reference thereto.
(4) Previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1992 and
incorporated herein by reference thereto.
(5) Previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1992 and
incorporated herein by reference thereto.
(6) Previously filed with the Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended June 30,
1993 and incorporated herein by reference thereto.
(7) Previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994 and
incorporated herein by reference thereto.
(8) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended June 30, 1994 and incorporated herein
by reference thereto.
(9) Previously filed as an exhibit to the Company's Form 8-K filed on
August 24, 1994 and incorporated herein by reference thereto.
(10) Previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1994 and
incorporated herein by reference thereto.
(11) Previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995 and
incorporated herein by reference thereto.
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SOMATOGEN, INC.
(12) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended June 30, 1995 and incorporated herein
by reference thereto.
(13) Previously filed with the Commission as an exhibit to Amendment
No. 1 to Schedule 13D filed by Eli Lilly and Company (File No.
5-42128) on November 9, 1995 and incorporated herein by reference
thereto.
(14) Previously filed with the Commission as exhibit 10.64 to the
Company's Annual Report on Form 10-K for the year ended June 30,
1996 and incorporated herein by reference thereto.
(15) Previously filed with the Commission as exhibit 10.65 to the
Company's Annual Report on Form 10-K for the year ended June 30,
1996 and incorporated herein by reference thereto.
(16) Previously filed with the Commission as an exhibit to the
Company's S-8 Registration Statement on November 7, 1996 and
incorporated herein by reference thereto.
(17) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended June 30, 1996 as originally filed
with the Commission on September 5, 1996 and incorporated herein
by reference thereto.
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SOMATOGEN, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized on the 26th day of November 1996.
SOMATOGEN, INC.
By: Timothy D. Hoogheem
----------------------
Senior Vice President of Finance
and Administration, CFO and Treasurer
(Principal financial officer)
