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FORM 10-KSB/A-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-28782
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NEOTHERAPEUTICS, INC.
(Name of Small Business Issuer in its charter)
COLORADO 93-0979187
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE TECHNOLOGY DRIVE, SUITE I-821
IRVINE, CALIFORNIA 92618
(Address of principal executive offices) (Zip Code)
Issuers telephone number:(714) 788-6700
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: N/A
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
Common Stock, no par value
Common Stock Purchase Warrants
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Check whether the issuer (1) has all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act during the past 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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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. ____________
Revenues for the issuer's mostrecent fiscal year were $0.
The aggregate market value of the voting stock held by non-affiliates as of
December 31, 1996 was $16,652,307.
As of March 24, 1997, there were 5,361,807 shares of the issuer's common stock
outstanding.
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ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.
(a) Exhibits
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EXHIBIT NO. DESCRIPTION
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3.1 Amended and Restated Articles of Incorporation of the Registrant, as filed on August 7, 1996.
(Filed as Exhibit 3.2 to the Registration Statement on Form SB-2 as amended (No. 333-05342-
LA), and incorporated herein by reference.)
3.2 Bylaws of the Registrant. (Filed as Exhibit 3.3 to the Registration Statement on Form SB-2
as amended (No. 333-05342-LA), and incorporated herein by reference.)
4.1 Form of Registration Rights Agreement dated as of July 23, 1996, entered into between the
Registrant and certain investors named therein. (Filed as Exhibit 4.1 to the Registration
Statement on Form SB-2 as amended (No. 333-05342-LA), and incorporated herein by reference.)
4.2 Form of Registration Rights Agreement dated December 30, 1993, entered into between the
Registrant and each of Alvin J. Glasky, Sanford J. Glasky, Joanne Law, Luana M. Kruse,
Rosalie H. Glasky and John W. Baldridge. (Filed as Exhibit 4.2 to the Registration Statement
on Form SB-2 as amended (No. 333-05342-LA), and incorporated herein by reference.)
4.3 Form of Representatives' Warrant Agreement dated as of September 25, 1996, entered into in
connection with the public offering of the Company's securities on September 26, 1996.
(Filed as Exhibit 4.3 to the Registration Statement on Form SB-2 as amended (No. 333-05342-
LA), and incorporated herein by reference.)
4.4 Form of Stock Purchase Agreement dated December 30, 1993, including amendment effective
December 30, 1995, between the Registrant and each of Alvin J. Glasky, Sanford Glasky, Joanne
Law, Luana Kruse, Rosalie Glasky and John Baldridge. (Filed as Exhibit 4.4 to the
Registration Statement on Form SB-2 as amended (No. 333-05342-LA), and incorporated herein by
reference.)
4.5 Form of Stock Purchase Agreement dated June 30, 1990, as amended on May 27, 1992, June 30,
1993 and December 30, 1993, and amendment thereto effective December 30, 1995, between the
Registrant and each of Alvin J. Glasky, Sanford Glasky, Joanne Law, Luana Kruse, Rosalie
Glasky and John Baldridge. (Filed as Exhibit 4.5 to the Registration Statement on Form SB-2
as amended (No. 333-05342-LA), and incorporated herein by reference.)
4.6 Warrant Agreement entered into between Neotherapeutics, Inc. and U.S. Stock Transfer
Corporation dated as of September 25, 1996. (Filed as Exhibit 4.6 to the Registration
Statement on Form SB-2 as amended (No. 333-05342-LA), and incorporated herein by reference.)
10.1 Incentive Stock Option Plan dated December 18, 1987. (Filed as Exhibit 10.1 to the
Registration Statement on Form SB-2 as amended (No. 333-05342-LA), and incorporated herein by
reference.)
10.2 * 1991 Stock Incentive Plan. (Filed as Exhibit 10.2 to the Registration Statement on Form SB-2
as amended (No. 333-05342-LA), and incorporated herein by reference.)
10.3 * Employment Agreement between the Registrant and Alvin J. Glasky, Ph.D. (Filed as Exhibit
10.3 to the Registration Statement on Form SB-2 as amended (No. 333-05342-LA), and
incorporated herein by reference.)
10.4 Note dated June 21, 1996 between the Registrant and Alvin J. Glasky and related Security
Agreement dated August 31, 1990. (Filed as Exhibit 10.4 to the Registration Statement on
Form SB-2 as amended (No. 333-05342-LA), and incorporated herein by reference.)
10.5 Warrant to purchase Common Stock of the Registrant dated August 31, 1990 held by Alvin J.
Glasky. (Filed as Exhibit 10.6 to the Registration Statement on Form SB-2 as amended (No.
333-05342-LA), and incorporated herein by reference).
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EXHIBIT DESCRIPTION
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10.6 Agreement dated as of June 6, 1991, as amended on July 26, 1996, by and between the
Registrant and Alvin J. Glasky. (Filed as Exhibit 10.7 to the Registration Statement on Form
SB-2 as amended (No. 333-05342-LA), and incorporated herein by reference.)
10.7 Agreement dated as of June 30, 1991, as amended on July 26, 1996, by and between the
Registrant and Alvin J. Glasky. (Filed as Exhibit 10.8 to the Registration Statement on Form
SB-2 as amended (No. 333-05342-LA), and incorporated herein by reference.)
10.8 * Form of Indemnification Agreement between the Registrant and each of its officers and
directors. (Filed as Exhibit 10.10 to the Registration Statement on Form SB-2 as amended
(No. 333-05342-LA), and incorporated herein by reference.)
10.9 Underwriting Agreement dated as of September 25, 1996, among the Company, Paulson Investment
Company, Inc. and First Colonial Securities Group, Inc. (Filed as Exhibit 1.1 to the
Registration Statement on Form SB-2 as amended (No. 333-05342-LA), and incorporated herein by
reference.)
10.10 Letter Agreement dated March 18, 1993, including addendums dated April 1, 1993, December 31,
1993, April 6, 1995 and May 3, 1996, and amendment dated July 26, 1996, between the
Registrant and North American Capital Partners. (Filed as Exhibit 1.2 to the Registration
Statement on Form SB-2 as amended (No. 333-05342-LA), and incorporated herein by reference.)
10.11(1) Industrial Lease Agreement, dated January 16, 1997, between the Company and the Irvine
Company.
10.12(1) Addendum to Note dated June 21, 1996 between the Registrant and Alvin J. Glasky.
21.1 Subsidiaries of Registrant. (Filed as Exhibit 21.1 to the Registration Statement on Form
SB-2 as amended (No. 333-05342-LA), and incorporated herein by reference.)
27.0 Financial Data Schedule.
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(1) Previously filed.
* Indicates a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K. The Company did not file any reports on
Form 8-K during the quarter ended December 31, 1996.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NEOTHERAPEUTICS, INC.
Date: May 5, 1997 By: /s/ Samuel Gulko
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Samuel Gulko
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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27.0 Financial Data Schedule
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 9,995,062
<SECURITIES> 5,702,114
<RECEIVABLES> 163,998
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,100,335
<PP&E> 191,472
<DEPRECIATION> 58,963
<TOTAL-ASSETS> 17,979,276
<CURRENT-LIABILITIES> 1,357,196
<BONDS> 0
0
0
<COMMON> 23,125,763
<OTHER-SE> (6,503,683)
<TOTAL-LIABILITY-AND-EQUITY> 17,979,276
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,275,380
<OTHER-EXPENSES> 51,769
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 51,769
<INCOME-PRETAX> (1,038,875)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,038,875)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,038,875)
<EPS-PRIMARY> (.31)
<EPS-DILUTED> 0
</TABLE>
