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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM JULY 1, 1996 TO DECEMBER 31, 1996.
COMMISSION FILE NUMBER: 1-11352
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DYNAGEN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 04-3029787
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
99 ERIE STREET, CAMBRIDGE, MASSACHUSETTS 02139
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(617) 491-2527
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
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COMMON STOCK, $.01 PAR VALUE BOSTON STOCK EXCHANGE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS BOSTON STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF CLASS
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COMMON STOCK, $.01 PAR VALUE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
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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, 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. [ ]
AS OF MAY 21, 1997, 30,122,477 SHARES OF THE REGISTRANT'S COMMON STOCK, $.01
PAR VALUE, WERE ISSUED AND OUTSTANDING. THE AGGREGATE MARKET VALUE OF THE
REGISTRANT'S VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF MAY 21,
1997, BASED UPON THE CLOSING PRICE OF SUCH STOCK ON THE NASDAQ STOCK MARKET'S
SMALLCAP MARKET ("NASDAQ") ON THAT DATE ($1.28) WAS $35,252,451.
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This Amendment No. 1 on Form 10-K/A to the Transition Report on Form 10-K, dated
April 30, 1997, is being filed to include in Part II, Item 5 thereof the
information required by Item 701 of Regulation S-K. Part II, Item 5 is hereby
amended and restated in its entirety to read as indicated in this Amendment No.
1 on Form 10-K/A.
-2-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock and Redeemable Common Stock Purchase Warrants
("Public Warrants") are traded principally on the Nasdaq SmallCap Market
("Nasdaq") under the symbols "DYGN" and "DYGNW," respectively, and on the Boston
Stock Exchange under the symbols "DYG" and "DYGW," respectively. The Company's
Class A Redeemable Common Stock Purchase Warrants ("Class A Public Warrants")
traded principally on Nasdaq under the symbol "DYGNZ" and on the Boston Stock
Exchange under the symbol "DYGZ" until they were redeemed on December 14, 1995.
The following table sets forth, for the periods indicated, the range of
quarterly high and low sale prices as reported on Nasdaq for the Company's
Common Stock, Public Warrants and Class A Public Warrants.
<TABLE>
<CAPTION>
CLASS A
COMMON STOCK PUBLIC WARRANTS PUBLIC WARRANTS(1)
------------ --------------- ------------------
HIGH LOW HIGH LOW HIGH LOW
---- --- ---- --- ---- ---
FISCAL 1995
- -----------
<S> <C> <C> <C> <C> <C> <C>
July 1 to September 30, 1994 $1.44 $ .53 $ .44 $ .13 $ .56 $ .13
October 1 to December 31, 1994 2.75 1.19 .75 .34 1.69 .47
January 1 to March 31, 1995 3.13 1.63 1.38 .38 2.25 .88
April 1 to June 30, 1995 4.63 2.13 2.63 .75 3.81 1.25
FISCAL 1996
- -----------
July 1 to September 30, 1995 6.55 1.63 5.00 .50 5.19 1.00
October 1 to December 31, 1995 3.88 1.88 2.81 1.00 2.81 .56
January 1 to March 31, 1996 3.66 2.19 2.44 1.13 -- --
April 1 to June 30, 1996 3.19 2.13 2.50 1.13 -- --
TRANSITION PERIOD
- -----------------
July 1 to September 30, 1996 2.56 1.50 1.63 .88 -- --
October 1 to December 31, 1996 1.88 1.03 1.00 .16 -- --
</TABLE>
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(1) Redeemed on December 14, 1995.
On April 24, 1997, the last reported sale prices of the Company's Common
Stock and Public Warrants as reported on Nasdaq were $1.22 and $.50,
respectively.
As of April 24, 1997, based upon information from the Company's transfer
agent, there were approximately 753 holders of record of the Company's Common
Stock. As of such date, the Company estimates that there are approximately
12,000 beneficial holders of the Company's Common Stock.
The Company has not declared or paid any cash dividends since its inception
and does not anticipate paying any cash dividends to its stockholders in the
foreseeable future. The Company currently intends to retain earnings, if any, to
fund the development and future growth of its business.
On July 24, 1996, the Company issued to Dr. Ian Ferrier and Steven
Georgiev, directors of the Company, options to purchase an aggregate of 660,000
shares of Common Stock of the Company at an exercise price of $1.94, as
compensation for their services as directors. The options become exercisable as
to 25% of the shares subject thereto on July 24, 1997, as to an additional 35%
of the shares subject thereto on July 24, 1998 and as to the remaining shares on
July 24, 1999. As the options were issued in private transactions not involving
a public offering, they were not required to be registered under the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2)
thereof.
On October 28, 1996, the Company issued to Dr. Michael Sorell, a director
of the Company, an option to purchase 330,000 shares of Common Stock of the
Company at an exercise price of $1.31, as compensation for his services as a
director. The option becomes exercisable as to 25% of the shares subject thereto
on October 28, 1997, as to an additional 35% of the shares subject thereto on
October 28, 1998 and as to the remaining shares on October 28, 1999. As the
option was issued in a private transaction not involving a public offering, it
was not required to be registered under the Securities Act, pursuant to Section
4(2) thereof.
On December 10, 1996, the Company issued to Zach Spigelman, Rich Theriault
and Shawn Basu, consultants providing services to the Company, warrants to
purchase an aggregate of 100,000 shares of Common Stock of the Company at an
exercise price of $1.41, as partial consideration for such services. In addition
to such services, the consultants paid an aggregate of $300 for the warrants.
The warrants are immediately exercisable as to 20% of the shares subject
thereto, and the remaining shares become exercisable upon the achievement of
certain performance milestones with respect to the FDA approval of certain of
the Company's products. As the warrants were issued in a private transaction not
involving a public offering, they were not required to be registered under the
Securities Act, pursuant to Section 4(2) thereof.
-3-
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Cambridge, Commonwealth of Massachusetts on May 22, 1997.
DYNAGEN, INC.
By: /s/ Dhananjay G. Wadekar
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Dhananjay G. Wadekar
Executive Vice President
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name and Signature Title(s) Date
- ------------------ -------- ----
<S> <C> <C>
/s/ Dhananjay G. Wadekar Chairman of the Board, Executive Vice May 22, 1997
- --------------------------- President and Director
Dhananjay G. Wadekar
* President, Chief Executive Officer, May 22, 1997
- --------------------------- Treasurer and Director (Principal
Dr. Indu A. Muni Executive, Financial and Accounting
Officer)
* Senior Vice President - Technology and May 22, 1997
- --------------------------- Director
Dr. F. Howard Schneider
- --------------------------- Director
Steven Georgiev
* Director May 22, 1997
- ---------------------------
Dr. Ian R. Ferrier
Director
- ---------------------------
Dr. Michael Sorell
*By: /s/ Dhananjay G. Wadekar
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Dhananjay G. Wadekar
Attorney-in-Fact
</TABLE>
