UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1 to Annual Report
(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, 1999
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 1-10451
NORTH AMERICAN VACCINE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CANADA 98-0121241
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10150 OLD COLUMBIA ROAD 21046
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COLUMBIA, MARYLAND (ZIP CODE)
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(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (410) 309-7100
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Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, NO PAR VALUE AMERICAN STOCK EXCHANGE
-------------------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act:
NONE
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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
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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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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. [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.
SPECIFIED DATE -- MARCH 27, 2000; AGGREGATE MARKET VALUE -- $63,394,759
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
COMMON STOCK, NO PAR VALUE, OUTSTANDING AS OF MARCH 27, 2000 - 32,870,350
DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
a) DOCUMENTS FILED AS PART OF FORM 10-K.
The following documents are filed as part of this Annual Report on Form
10-K:
1. FINANCIAL STATEMENTS: PAGE:
Report of Independent Public Accountants................... 59
Consolidated Balance Sheets as of
December 31, 1999 and 1998.............................. 60
Consolidated Statements of Operations for the
Years Ended December 31, 1999, 1998 and 1997............ 61
Consolidated Statements of Shareholders' Deficit
for the Years Ended December 31, 1999, 1998 and 1997.... 62
Consolidated Statements of Cash Flows for the
Years Ended December 31, 1999, 1998 and 1997............ 63
Notes to Consolidated Financial Statements................. 65
2. FINANCIAL STATEMENT SCHEDULES:
None Required.
3. EXHIBITS: See Exhibit Index on page 109.
b) REPORTS ON FORM 8-K.
The following reports on Form 8-K were filed during the three months ended
December 31, 1999:
(1) On November 29, 1999, the Company filed with the Securities and
Exchange Commission a Current Report on Form 8-K under Item 5
reporting that the Company had signed the Share Exchange Agreement,
whereby the Company would be acquired by Baxter in a taxable stock
for stock transaction pursuant to a Plan of Arrangement under the
Canada Business Corporations Act valued at approximately $390
million.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, North American Vaccine, Inc. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
NORTH AMERICAN VACCINE, INC.
Dated: April 19, 2000 By: /s/ Lawrence J. Hineline
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Lawrence J. Hineline
Vice President, Finance
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2.1 Master Agreement, dated October 25, 1989, among North American
Vaccine, Inc. ("NAV" or the "Company"), American Vaccine Corporation
("American Vaccine") and IAF BioChem International, Inc.
("BioChem"). (1)
2.2 Agreement and Plan of Merger, dated as of October 25, 1989, among
NAV, American Vaccine and NAVA Acquiring Corp. (1)
2.3 Share Purchase Agreement, dated January 17, 1990, between NAV and
BioChem. (1)
2.4 Technology Transfer Agreement, dated January 17, 1990, between NAV
and BioChem. (1)
2.5 Amendment to Share Purchase Agreement dated as of January 8, 1998
between NAV andBioChem. (2)
2.6 Share Exchange Agreement dated as of November 17, 1999 among Baxter
International Inc. ("Baxter"), NAV and Neptune Acquisition Corp. (23)
3.1 Articles of Incorporation of NAV, as amended. (1)(6)
3.2 Restated Bylaws of NAV. (3)
9.1 Shareholders' Agreement, dated January 17, 1990, among BioChem,
Phillip Frost, M.D., IVAX Corporation ("IVAX") and Frost-Nevada,
Limited Partnership ("Frost-Nevada"). (1)
9.2 Shareholders' Agreement dated as of November 17, 1999 among Baxter,
BioChem, Phillip Frost, Frost-Nevada and IVAX. (24)
10.1 License Agreement, dated July 27, 1987, between Canadian Patents and
Development Limited ("CPDL") and BioChem [with certain confidential
information deleted therefrom]. (1)
10.2 License Agreement, dated June 27, 1988, between CPDL and BioChem
[with certain confidential information deleted therefrom]. (1)
10.3 Agreement, dated April 6, 1989, between AMVAX, Inc. ("AMVAX") and
the National Institute of Child Health and Human Development
("NICHD"). (1)
10.4 License Agreement, dated March 25, 1988, between National Technical
Information Service ("NTIS") and Selcore Laboratories, Inc.,
predecessor to AMVAX ("Selcore") [with certain confidential
information deleted therefrom]. (1)
10.5 Second Amended and Restated Patent License Agreement, dated March
12, 1992, between Ronald D. Sekura, Ph.D., and AMVAX [with certain
confidential information deleted therefrom]. (6)
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EXHIBIT
NO. DESCRIPTION
10.6* North American Vaccine, Inc. Share Option Plan, as amended. (7)
10.9 Form of Indemnification Agreement among NAV, American Vaccine, IVAX,
Frost-Nevada and Ronald D. Sekura, Ph.D. (1)
10.12 Lease Agreement dated December 31, 1987, as amended, between Selcore
and Indian Creek Holding Associates Limited Partnership. (1)
10.14 Supply Agreement between AMVAX and Statens Seruminstitut dated March
26, 1991 [with certain confidential information deleted therefrom].
(4)
10.16 Supply Agreement between AMVAX and Statens Seruminstitut dated March
26, 1991 [with certain confidential information deleted therefrom].
(4)
10.17 Research, Development and License Agreement between AMVAX and Statens
Seruminstitut dated March 26, 1991 [with certain confidential
information deleted therefrom]. (4)
10.18* Non-Employee Director and Senior Executive Stock Option Plan, as
amended. (7)
10.22 Amended and restated master agreement dated June 20, 1994 among NAV,
BioChem, IVAX, D&N Holding Company, Frost-Nevada and Phillip Frost.
(9)
10.23 Share exchange agreement dated April 20, 1994 between NAV and
BioChem. (8)
10.25* North American Vaccine, Inc. 1995 Share Option Plan. (10)
10.26* North American Vaccine, Inc. 1995 Non-Employee Director and Senior
Executive Stock Option Plan. (11)
10.27 Clinical Development Agreement dated December 22, 1995 between NAV
and Pasteur Merieux Serums et Vaccins ("PMSV") [with certain
confidential information deleted therefrom]. (12)
10.28 License Agreement dated December 22, 1995 between NAV and PMSV [with
certain confidentialinformation deleted therefrom]. (12)
10.29 Indenture dated May 7, 1996 between NAV and Marine Midland Bank. (13)
10.30 Registration Rights Agreement dated May 1, 1996 between NAV,
Goldman, Sachs & Co. and UBSSecurities LLC. (13)
10.32 Stock Purchase Agreement dated October 11, 1996 between Abbott
Laboratories and NAV. (14)
10.33 Assets Purchase Agreement dated October 17, 1996 among NAV, Cephalon
Property Management, Inc. ("CPMI") and Cephalon, Inc. [with certain
confidential information deleted therefrom]. (14)
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EXHIBIT
NO. DESCRIPTION
10.34 Assignment and Assumption of Leases dated November 12, 1996 between
CPMI and NAV. (15)
10.35 Master Agreement dated November 1, 1996 between NAV and General
Electric Capital Corporation [with certain confidential information
deleted therefrom]. (15)
10.36* North American Vaccine, Inc. 1997 Share Option Plan. (16)
10.37 Lease Agreement dated as of March 25, 1998 between ARE-10150 Old
Columbia, LLC and NAV [with certain confidential information deleted
therefrom]. (17)
10.38 Indenture dated November 12, 1998 by and between NAV and Bankers
Trust Company, as Trustee.(18)
10.39 Security and Pledge Agreement dated November 12, 1998 by and between
NAV and Bankers Trust Company, as Trustee. (18)
10.40* North American Vaccine, Inc. 1999 Non-Employee Director and Senior
Executive Stock Option Plan. (19)
10.41 First Amendment to the Lease Agreement dated as of January 21, 1999,
between Liberty Property Limited Partnership and AMVAX, Inc. f/k/a
Selcore Laboratories, Inc. (19)
10.42 Common Stock Purchase Warrant dated July 21, 1999 issued to BioChem.
(20)
10.43 Letter Agreement dated July 1, 1999 between NAV and BioChem. (20)
10.44 Line of Credit Agreement dated July 12, 1999. (20)
10.45 Common Stock Purchase Warrant No. W-2 dated August 26, 1999. (21)
10.46 Common Stock Purchase Warrant No. W-3 dated October 28, 1999. (21)
10.47 Revolving Credit Facility Letter Agreement dated November 1, 1999 by
and between Bank of America, N.A. and NAV. (22)
10.48 Fee Letter Agreement dated November 1, 1999. (22)
10.49 Security Agreement dated as of November 1, 1999 by and between NAV
and Bank of America, N.A. (22)
10.50 Security Agreement dated as of November 1, 1999. (22)
10.51 Patent and Trademark Assignment and Security Agreement dated as of
November 1, 1999 by and between NAV and Bank of America, N.A. (22)
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EXHIBIT
NO. DESCRIPTION
10.52 Patent and Trademark Assignment and Security Agreement dated as of
November 1, 1999. (22)
10.53 Guaranty Agreement dated November 1, 1999. (22)
10.54 Reimbursement Agreement dated as of November 1, 1999 (with certain
confidential informationdeleted therefrom). (22)
10.55 Warrant Termination Letter dated November 17, 1999. (25)
10.56 Affiliate Letters dated November 17, 1999. (26)
10.57 Stock Purchase Agreement dated November 17, 1999 between Baxter and
BioChem. (27)
10.58 Amendment to Loan Agreement dated November 17, 1999 among Bank of
America, N.A., NAV and Baxter. (28)
10.59 Amendment dated December 14, 1999 to credit facility between NAV and
Royal Bank of Canada. (29)
21 Subsidiaries. (29)
23 Consent of Independent Public Accountants.
27 Financial Data Schedule. (29)
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* Management contract or compensatory plan or arrangement.
(1) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form S-4 Registration Statement (File No.
33-31512) filed with the SEC and declared effective on January 24, 1990.
(2) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Current Report on Form 8-K filed with the SEC on
January 29, 1998 (File No. 1-10451).
(3) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
June 30, 1990 (File No. 1-10451).
(4) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-K Annual Report for the Year Ended
December 31, 1990 (File No. 1-10451).
(5) This exhibit is incorporated herein by this reference to Exhibit 22 in the
Company's Form 10-K Annual Report for the Year Ended December 31, 1990
(File No. 1-10451).
(6) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-K Annual Report for the Year Ended
December 31, 1991 (File No. 1-10451).
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(7) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-K Annual Report for the Year Ended
December 31, 1992 (File No. 1-10451).
(8) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
March 31, 1994 (File No. 1-10451).
(9) This exhibit is incorporated herein by this reference to Exhibit 99.1 in
the Company's Registration Statement on Form S-3 (Registration No.
33-78002) filed with the SEC and withdrawn from registration on November
23, 1994.
(10) This exhibit is incorporated herein by this reference to Exhibit 4.1 in
the Company's Registration Statement on Form S-8 (Registration No.
33-80479) filed with the SEC and effective as of December 15, 1995.
(11) This exhibit is incorporated herein by this reference to Exhibit 4.2 in
the Company's Registration Statement on Form S-8 (Registration No.
33-80479) filed with the SEC and effective as of December 15, 1995.
(12) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-K Annual Report for the Year Ended
December 31, 1995 (File No. 1-10451).
(13) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
March 31, 1996 (File No. 1-10451).
(14) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
September 30, 1996 (File No. 1-10451).
(15) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-K Annual Report for the Year Ended
December 31, 1996 (File No. 1-10451).
(16) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-K Annual Report for the Year Ended
December 31, 1997 (File No. 1-10451).
(17) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
March 31, 1998 (File No. 1-10451).
(18) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Current Report on Form 8-K filed with the SEC on
November 20, 1998 (File No. 1-10451).
(19) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-K Annual Report for the Year Ended
December 31, 1998 (File No. 1-10451).
(20) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
June 30, 1999 (File No. 1-10451).
(21) This exhibit is incorporated herein by this reference to the corresponding
exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
September 30, 1999 (File No. 1-10451).
(22) This exhibit is incorporated herein by reference to the corresponding
exhibit in amendment No. 1 to the Company's Form 10-Q Quarterly Report for
the Quarter Ended September 30, 1999 (File No. 1-10451).
(23) This exhibit is incorporated herein by this reference to Exhibit 99.1 in
the Company's Current Report on Form 8-K filed with the SEC on November
29, 1999 (File No. 1-10451).
(24) This exhibit is incorporated herein by this reference to Exhibit 99.2 in
the Company's Current Report on Form 8-K filed with the SEC on November
29, 1999 (File No. 1-10451).
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(25) This exhibit is incorporated herein by this reference to Exhibit 99.3 in
the Company's Current Report on Form 8-K filed with the SEC on November
29, 1999 (File No. 1-10451).
(26) This exhibit is incorporated herein by this reference to Exhibit 99.4 in
the Company's Current Report on Form 8-K filed with the SEC on November
29, 1999 (File No. 1-10451).
(27) This exhibit is incorporated herein by this reference to Exhibit 99.5 in
the Company's Current Report on Form 8-K filed with the SEC on November
29, 1999 (File No. 1-10451).
(28) This exhibit is incorporated herein by this reference to Exhibit 99.6 in
the Company's Current Report on Form 8-K filed with the SEC on November
29, 1999 (File No. 1-10451).
(29) This exhibit was filed with the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Annual Report on Form 10-K into the Company's previously
filed Registration Statements on Form S-8, File Nos. 33-37325, 33-39416,
33-48752, 33-48753, 33-80479 and 333-73423.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Baltimore, Maryland
March 30, 2000
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