UNITED STATES
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
For the fiscal year ended December 31, 1997
or
_ 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 000-23143
_______________
PROGENICS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware 13-3379479
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) Number)
777 Old Saw Mill River Road
Tarrytown, New York 10591
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (914) 789-2800
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0013 par
value per share
(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 Registrant's knowledge, in definitive proxy or information state-
ments incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [x]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant on March 24, 1998 (based on the closing price of $20.50 on such
date as reported on the Nasdaq National Market) was approximately $110
million.(1) As of March 24, 1998, 9,002,353 shares of Common Stock, $.0013 par
value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III-Portions of the Registrant's definitive Proxy Statement with respect
to the Registrant's Annual Meeting of Stockholders, to be filed not later
than 120 days after the close of the Registrant's fiscal year.
(1)Calculated by excluding all shares that may be deemed to be beneficially
owned by executive officers, directors and five percent shareholders of the
Registrant, without conceding that all such persons are "affiliates" of the
Registrant for purposes of the Federal securities laws.
<PAGE>
Progenics Pharmaceuticals, Inc.
Amendment No. 1 on Form 10-K/A
to the
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
Table of Contents
Page
Explanatory Note 3
PART III
Item 11. Executive Compensation 4
2
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A of Progenics Pharmaceuticals, Inc.
(the "Company") amends and restates Item 11 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
3
<PAGE>
PART III
Item 11. Executive Compensation
EXECUTIVE COMPENSATION
The following table sets forth information regarding the aggregate
compensation paid by the Company for the two fiscal years ended December 31,
1997 to the Company's Chief Executive Officer and other executive officers
whose total compensation exceeded $100,000 during the last fiscal year:
SUMMARY COMPENSATION TABLE
Stock
Fiscal Annual Compensation(1) Option
Name and Principal Position Year Salary Bonus Grants Other(2)
Paul J. Maddon, M.D., Ph.D 1997 $208,000 $200,000 - $1,662
Chairman of the Board, 1996 165,000 70,000 - 1,662
Chief Executive Officer,
President and Chief
Science Officer
Robert J. Israel, M.D. 1997 185,000 45,000 75,000 shares -
Vice President, Medical 1996 175,000 25,000 18,750 shares -
Affairs
Robert A. McKinney. 1997 105,000 21,000 40,000 shares -
Vice President, Finance 1996 100,000 9,000 15,000 shares -
and Operations and
Treasurer
_______________________________
(1)Annual compensation consists of base salary and bonus. As to each
individual named, the aggregate amounts of all perquisites and other
personal benefits, securities and property not included in the summary
compensation table above or described below do not exceed the lesser of
$50,000 or 10% of the annual compensation.
(2)Other compensation consisted solely of an annual premium paid on a long-term
disability policy.
4
<PAGE>
The following table sets forth certain information relating to stock
option grants to the executive officers named above during the fiscal year
ended December 31, 1997:
STOCK OPTION GRANTS DURING THE FISCAL YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Percent Potential Realizable
of Total Value at Assumed
Number Option Annual Rates of
of Shares Shares Exercise Market Stock Price
Underlying Granted Price Price on Expir- Appreciation
Options to Em- per Date of ation for Option Term<F3>
Name Granted Ployees<F1> Share Grant<F2> Date 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul J. Maddon, M.D., Ph.D - - - - - - - -
Robert J. Israel, M.D..... 75,000 14.3% $4.00 $6.00 3/31/07 $150,000 $433,003 $867,184
18,750<F4> 3.6% 4.00 6.00 12/31/05 37,500 97,446 184,240
Robert A. McKinney........ 40,000 7.6% 4.00 6.00 3/31/07 $ 80,000 $230,935 $462,498
15,000<F4> 2.9% 4.00 6.00 12/31/05 30,000 77,957 147,392
_______________________________
<FN>
<F1> During the 1997 fiscal year options to purchase 523,000 shares were
granted to employees, including options with respect to 216,225 shares
granted in 1996 and repriced in 1997.
<F2> Based on the Company's estimate of the fair market value on the date of
grant.
<F3> The potential realizable value is calculated based on the term of the
option at the time of grant (or, in the case of repriced options, on the
remaining term of the option at the time of repricing). Stock price
appreciation of 5% and 10% is assumed pursuant to rules promulgated by the
Securities and Exchange Commission and does not represent the Company's
prediction of its stock price performance. The potential realizable value
at 5% and 10% appreciation is calculated by assuming that the market price
appreciates at the indicated rate for the entire term of the option and
that the option is exercised at the exercise price and sold on the last
day of its term at the appreciated price.
<F4> Granted in 1996 and repriced in April 1997.
</FN>
</TABLE>
The following table sets forth information as to the exercises of
options during the fiscal year ended December 31, 1997 and the number and value
of unexercised options held by the executive officers named above as of
December 31, 1997:
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Shares Underlying Value of Unexercised
Unexercised Options In-the-Money Options*
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Paul J. Maddon, M.D., Ph.D. 375,000 375,000 $3,205,228 $3,251,250
Robert J. Israel, M.D..... 38,438 111,562 $ 384,380 $1,115,620
Robert A. McKinney........ 53,250 54,250 $ 544,875 $ 542,500
</TABLE>
_______________________________
* Based on a closing price of $14.00 on December 31, 1997 on the Nasdaq
National Market.
5
<PAGE>
Employment Agreements
The Company has entered into an employment agreement with Paul J.
Maddon, M.D., Ph.D. pursuant to which Dr. Maddon is to serve as Chairman of the
Board, President, Chief Executive Officer and Chief Science Officer of the
Company at an annual salary of $250,000 for 1998 to increase at a rate of 10%
per year and a guaranteed minimum bonus of $15,000 per year. The agreement
expires on December 15, 1998, but it is automatically renewed annually
thereafter for up to five successive one-year periods unless either the Company
or Dr. Maddon gives notice not to renew at least 90 days before the end of the
initial term or any renewal term. Under the agreement, Dr. Maddon was also
granted an option to purchase 750,000 shares of the Common Stock at exercise
prices of $5.33 per share with respect to 664,774 shares and $5.87 per share
with respect to 85,226 shares. The agreement provides that, upon termination
by the Company without cause (as defined in the agreement), the Company will
continue to pay Dr. Maddon's annual salary and minimum bonus through the end of
the then current term.
The Company has in effect an employment arrangement with Robert J.
Israel, M.D. pursuant to which Dr. Israel is to serve as Vice President,
Medical Affairs of the Company at an annual salary of $185,000 and is entitled
to nine months' salary if his employment is terminated by the Company without
cause.
Compensation of Directors
Directors do not receive compensation in their capacities as
directors. All of the directors are reimbursed for their expenses in
connection with their attendance at Board and committee meetings. In addition,
Dr. Goff and Dr. Scheinberg receive annual compensation in the amounts of
$30,000 and $24,000, respectively, for their services as members of the
Company's Virology Scientific Advisory Board and Cancer Scientific Advisory
Board, respectively. See also "Certain Transactions."
Compensation Committee Interlocks and Insider Participation
During the 1997 fiscal year, Charles A. Baker, Mark F. Dalton and Paul
F. Jacobson, none of whom have ever been officers or employees of the Company,
served as members of the Compensation Committee of the Company's Board of
Directors. In March 1997, the Company entered into a loan guarantee agreement
with two affiliates of Tudor Investment Corporation ("TIC"), of which Mr.
Dalton serves as President and a director, wherein such affiliates agreed to
guarantee the performance of the Company's obligations under a bank loan
agreement that provided for borrowings of up to $2,000,000. In consideration
for these guarantees, the Company issued to two affiliates of TIC warrants to
purchase in the aggregate 70,000 shares of Common Stock at an exercise price of
$4.00 per share. These warrants are immediately exercisable and expire in
March 2002. In July 1997, the Company repaid $2.0 million in borrowings
outstanding under the bank loan agreement, representing all borrowings
thereunder.
6
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
Progenics Pharmaceuticals, Inc.
By: /s/ Robert A. McKinney
Robert A. McKinney
Vice President, Finance and
Operations and Treasurer
Date: June 10, 1998
