U S BIOSCIENCE INC
10-K/A, 1996-05-03
PHARMACEUTICAL PREPARATIONS
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================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                 FORM 10-K/A1     
 
    (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, 1995
                                      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 1-10392

                             U.S. BIOSCIENCE, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
              DELAWARE                                  23-2460100
   (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER 
   INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)
 
            ONE TOWER BRIDGE                          
            100 FRONT STREET
          WEST CONSHOHOCKEN, PA                           19428
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)
              
 
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 832-0570
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
                                                       NAME OF EACH EXCHANGE ON
          TITLE OF EACH CLASS                              WHICH REGISTERED
          -------------------                          ------------------------
      Common Stock ($.005 par value)                   American Stock Exchange
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 
                                     None
                               (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
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
 
     As of March 4, 1996, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $293,983,000.*
 
     As of March 4, 1996, the number of outstanding shares of the registrant's
Common Stock was 43,378,620.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
Part III--Portions of the registrant's definitive Proxy Statement with respect
          to the registrant's 1996 Annual Meeting of Stockholders, to be filed
          not later than 120 days after the close of the Registrant's fiscal
          year.
__________
* Calculated by excluding all shares held 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>
 
ITEM 14.    EXHIBITS

            This amendment to the Registrant's Form 10-K for the fiscal year 
ended December 31, 1995 (the "1995 Form 10-K") amends and modifies the 1995 
Form 10-K only to reflect the filing of Exhibit 27 to the 1995 Form 10-K.

<PAGE>
 


                                  SIGNATURES

       Pursuant to the requirement 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.

                                       U.S. BIOSCIENCE, INC.


Date: April 30, 1996                   By: /s/ PHILIP S. SCHEIN
                                           ------------------------
                                           PHILIP S. SCHEIN, M.D.
                                           Chief Executive Officer and Chairman

<PAGE>
 





                                 EXHIBIT INDEX

Exhibit
No.                                   Description
- -------                               -----------

27                                    Financial Data Schedule pursuant to
                                      Article 5 of Regulation S-X.


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                      41,618,800
<SECURITIES>                                 3,977,400
<RECEIVABLES>                                  945,100
<ALLOWANCES>                                   142,600
<INVENTORY>                                  2,165,100
<CURRENT-ASSETS>                            55,546,000
<PP&E>                                      10,280,000
<DEPRECIATION>                               3,945,700
<TOTAL-ASSETS>                              61,880,300
<CURRENT-LIABILITIES>                       12,969,000
<BONDS>                                     20,123,400
                                0
                                          0
<COMMON>                                       210,500
<OTHER-SE>                                  28,577,400
<TOTAL-LIABILITY-AND-EQUITY>                61,880,300
<SALES>                                      8,724,000
<TOTAL-REVENUES>                            31,345,100
<CGS>                                        2,558,500
<TOTAL-COSTS>                               31,327,900
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             255,000
<INCOME-PRETAX>                              (237,800)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (237,800)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (237,800)
<EPS-PRIMARY>                                   (0.01)
<EPS-DILUTED>                                   (0.01)
        

</TABLE>


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