<PAGE> 1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended SEPTEMBER 30, 1997
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ________ to ________
Commission File No. 0-18734
LIDAK PHARMACEUTICALS
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0314804
(State or other jurisdiction of (IRS Employer Identification No).
incorporation or organization)
11077 N. TORREY PINES ROAD
LA JOLLA, CALIFORNIA 92037
(Address of principal executive office) (Zip Code)
(619) 558-0364
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, no par value
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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter periods 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]
The aggregate market value of the Registrant's voting stock, held by
non-affiliates, computed by reference to the average of the closing bid and
asked prices of the Class A Common Stock as reported by NASDAQ on January 20,
1998: $72,993,584.
The number of shares of Common Stock of the Registrant issued and outstanding as
of January 20, 1998:
Class A common stock, no par value 38,976,511
Class B common stock, no par value 49,000
DOCUMENTS INCORPORATED BY REFERENCE
None
- --------------------------------------------------------------------------------
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company as of January 20, 1998 are
as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
David H. Katz, M.D.(1), (2) (6) 54 President, Chief Executive Officer and Director
Jeffery B. Weinress(1) 50 Vice President, Chief Financial Officer
and Secretary
Timothy R. Russell(1) 55 Vice President, Business Development
and Licensing
Gerald J. Yakatan, Ph.D.(1) 55 Vice President of Drug Development
James E. Berg(1) 46 Vice President of Clinical Affairs
and Product Development
Helmer P.K. Agersborg, Ph.D. (2) (5) 69 Director
William N. Jenkins(2) (4) (6) 69 Chairman of the Board
Kenneth E. Olson(2) (3) (6) 61 Director
Stuart A. Samuels(2) (5) 56 Director
Sidney N. Towle, Jr. (2)(3) 53 Director
</TABLE>
- -----------------------
1. The business experience concerning the Executive Officers of the Company is
contained in Part 1, Item 1, of this Report under "Executive Officers."
2. The Board of Directors consists of two Classes of Directors (Class I and
Class II) with each class serving a two-year term. Currently, the Class I
Directors of the Company are Dr. Agersborg and Messrs. Jenkins and Samuels
whose two-year term expires at the 1998 Annual Meeting of Shareholders. The
Class II Directors of the Company are Dr. Katz and Messrs. Olson and Towle
whose two-year term expires at the 1999 Annual Meeting of Shareholders.
3. Member of the Executive Compensation and Stock Option Committee
4. Member of the Audit Committee
5. Member of the Technology Review Committee
6. Member of the Executive Committee
There are no family relationships among any of the directors and officers.
HELMER P.K. AGERSBORG, PH.D. has been a Director of the Company since October,
1992. Dr. Agersborg has also been a pharmaceutical industry consultant since
1990, and was affiliated with Wyeth Laboratories and Wyeth-Ayerst Research,
subsidiaries of American Home Products, from 1958 to 1990. From 1987 to 1990, he
served as President of Wyeth-Ayerst Research. Dr. Agersborg is also a director
of Afferon Corporation, Maret Corporation and Collagenex Pharmaceuticals, Inc.
WILLIAM N. JENKINS has been a director of the Company since August, 1988 and
Chairman of the Board since January 13, 1998. Mr. Jenkins is retired, having
served as an attorney specializing in corporate and securities law for more than
30 years. Of counsel to the law firm of Musick, Peeler and Garret from 1990 to
1992 and partner in the law firm of Jenkins & Perry from 1961 to 1989.
KENNETH E. OLSON has served as a Director since August 1988. Since July 1984,
Mr. Olson has been Chairman of the Board of Proxima Corporation, a supplier of
display projection systems for professional desktop computers. Mr. Olson also
serves as Chief Executive Officer of Proxima Corporation (December 1990 to
February 1996 and March 1997 to present).
STUART A. SAMUELS has served as a Director since April 1992. Mr. Samuels has
been a pharmaceutical industry consultant since 1990. Mr. Samuels was affiliated
with the Rorer Group from 1986 to 1990 where he held positions of Senior Vice
President, Rorer Pharmaceuticals Corporation, and General Manager of Rorer
Pharmaceuticals and President of Dermik Laboratories, both divisions of Rorer
Pharmaceuticals Corporation.
SIDNEY N. TOWLE, JR. has served as a Director since August 1988. Since June
1990, Mr. Towle has been a registered representative of H.C. Wainwright & Co.,
Inc. and since January 1994, a Vice President. From December 1988 to June 1990,
he was a registered representative for Homans, McGraw, Trull, Valeo and Company,
Inc. Prior thereto, he was Vice Chairman of J.T. Moran Financial Corp.
("Moran"). founded Buttonwood Securities Corporation of Massachusetts in 1984,
remaining Chief Executive Officer
2
<PAGE> 3
until it was acquired by Moran in 1988. From February 1988 to October 1988, he
was Vice President of John Magee, Inc., a wholly-owned subsidiary of Moran.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Officers,
directors and greater than ten-percent shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company and written representation that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent shareholders were complied
with.
ITEM 11. EXECUTIVE COMPENSATION
The following executive compensation disclosures reflect all compensation
awarded to, earned by or paid to the named executive officers and directors of
the Company for the fiscal years ended September 30, 1997, 1996, and 1995. The
named executive officers (the "Named Executive Officers") are the Company's
Chief Executive Officer ("CEO"), regardless of compensation level, and the other
executive officers of the Company who received in excess of $100,000 in total
annual salary and bonus for the fiscal year ended September 30, 1997 ("Fiscal
97").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------
Securities
Other Restricted Underlying LTIP
Name and Annual Stock Options/ Payouts All Other
Principal Position Year Salary($)(2) Bonus($) Compensation($) Awards($)(3) SAR's(#)(4) ($)(5) Compensation($)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David H. Katz, M.D.(1) 1997 232,200 -- -- -- 30,000 -- --
President and Chief 1996 228,000 -- -- -- -- -- --
Executive Officer 1995 228,000 -- -- -- 30,000 -- --
Timothy R. Russell 1997 177,031 -- -- -- 15,000 -- --
Vice President of 1996 168,046 -- -- -- 25,000 -- --
Business Development 1995 161,949 -- -- -- 15,000 -- --
And Licensing
Gerald J. Yakatan 1997 111,693 -- -- -- 15,000 -- --
Vice President of 1996 104,723 -- -- -- 25,000 -- --
Drug Development 1995 21,154 -- -- -- 100,000 -- --
James E. Berg 1997 110,792 -- -- -- 25,000 -- --
Vice President of 1996 99,705 -- -- -- 3,000 -- --
Clinical Affairs and 1995 92,000 -- -- -- 6,000 -- --
Product Development
</TABLE>
(1) See "Employment Contracts and Termination of Employment Agreements."
(2) Amounts shown include compensation earned and received by executive
officers that exceeded $100,000 in the fiscal year. No amounts were
earned but deferred at the election of those officers.
(3) The Company has not made any Restricted Stock Awards.
(4) The Company has not made any grants of SAR's.
(5) The Company has not made any Long Term Incentive Plan ("LTIP")
Payouts.
STOCK OPTION GRANTS
The following table shows all individual grants of stock options to the
Named Executive Officers during Fiscal 97.
3
<PAGE> 4
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Percent of Potential Realizable Value
Total at Assumed Annual Rates of
Options/SAR's Appreciation For
Granted to Exercise or Option Term
Option/SAR's Employees in Base Price Expiration -----------------------------
Name Granted (#) Fiscal Year ($/SH)(2) Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David H. Katz 30,000 (1) 6% 1.8750 06/21/07 $35,375 $89,648
President and
Chief Executive
Officer
Timothy R. Russell 15,000 (1) 3% 2.25 03/15/07 $21,225 $53,789
Vice President of
Business
Development and
Licensing
Gerald J. Yakatan 15,000 (1) 3% 2.25 03/15/07 $21,225 $53,789
Vice President of
Drug Development
James E. Berg 10,000 (1) 2% 1.4688 11/09/06 $9,237 $23,409
Vice President of 15,000 (1) 3% 2.25 03/15/07 $21,225 $53,789
Clinical Affairs
and Product
Development
</TABLE>
(1) Vesting may be accelerated and the options may be repriced at the
discretion of the Board. In the event of a specified corporate
transaction such as a dissolution, merger or other reorganization of
the Company in which more than 50% of the Company's stock is
exchanged, vesting on such options shall be accelerated unless the
surviving corporation assumes the options outstanding, substitutes
similar rights for outstanding options, or the options shall continue.
(2) Market price on the date of grant.
(3) The potential realizable value is calculated by assuming that the
stock price on the date of grant appreciates at the indicated rate,
compounded annually, for the entire term of the option and that the
option is exercised and sold on the last day of its term at this
appreciated stock price.
OPTION EXERCISES
Set forth below is information with respect to exercises of stock options
by the Named Executive Officers during Fiscal 97 and the fiscal year-end value
of all unexercised stock options held by such persons.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options Held at Fiscal In-the-Money Options
Year-End (#) At Fiscal Year-End ($) (1)
---------------------------------------------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David H. Katz -- -- 2,251,644 30,356 $909,375 $73,123
Timothy R. Russell -- -- 184,750 25,250 $123,750 $2,813
Gerald J. Yakatan -- -- 104,177 35,823 0 $2,813
James E. Berg -- -- 92,184 21,816 $43,706 $8,245
</TABLE>
(1) Based on the closing bid price of the Company's Class A Common Stock
of $2.4375 quoted on the NASDAQ National Market System on September
30, 1997.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AGREEMENT
In April 1993, the Company entered into an employment agreement with David
H. Katz, M.D. (the "1993 Employment Agreement"), which replaced the prior
employment agreement between Dr. Katz and the Company dated September 9, 1988,
as amended on September 19, 1989 and October 8, 1989, respectively (the "1988
Employment Agreement"). The 1993 Employment Agreement provides that Dr. Katz's
employment with the Company shall be at an "at will" basis, subject to the
discretion of the Board, for an annual base salary of $207,692. Dr. Katz's
salary is reviewed by the Compensation Committee of the Board of the Company
from time to time to determine, within the Board's discretion, whether an
increase is
4
<PAGE> 5
appropriate. In March 1994 and June 1997, the board increased Dr. Katz's annual
base salary to $228,000 and $240,000, respectively. In addition, Dr. Katz's base
salary increases or decreases in proportion to any future mutually agreed upon
increase or decrease in the percentage amount of time Dr. Katz allocates to the
Company (currently 75%) compared with MBI (currently 25%).
In the event that Dr. Katz is terminated for any reason other than cause,
Dr. Katz will receive a severance payment in the amount of his base salary. Dr.
Katz is also entitled to all benefits generally available to the Company's
employees.
The 1993 Employment Agreement further provides that, except for Dr. Katz's
involvement with MBI, Dr. Katz's services shall be exclusive to the Company. The
terms of the 1993 Employment Agreement prohibit Dr. Katz from engaging in any
other businesses or providing services of a business or commercial nature to any
other person or organization unless such activity is fully disclosed to the
Company and approved by the Company's Board of Directors.
COMPENSATION TO DIRECTORS
Directors who are not otherwise employed by the Company ("Outside
Directors"), other than the Chairman of the Board, are paid a retainer of $500
per month. During Fiscal 97 and until January 12, 1998, Mr. Daniel J. Paracka
served as Chairman of the Board and received a retainer of $2,500 per month.
Effective January 13, 1998, Mr. Jenkins was named Chairman and will receive a
retainer of $2,500 per month. All Outside Directors receive $1,500 for
attendance at each regular meeting of the Board, $1,000 for attendance at each
meeting of the Technology Review Committee and $250 for attendance at each
special meeting of directors and meetings of the committees of the directors
other than the Technology Review Committee. Directors who are also employees
(currently only Dr. Katz) receive no compensation for services as a member of
the Board.
In March 1994, the shareholders of the Company approved the Company's 1994
Stock Option Plan (the "1994 Option Plan"). The 1994 Option Plan provides that
non-employee directors are automatically granted options exercisable into 10,000
Class A Shares of the Company's Common Stock on the date of the Company's annual
meeting. The options granted at such time are exercisable at fair market value
on the date of issuance, vest over three years and have a term of ten years.
Unless sooner terminated by the Board, the 1994 Option Plan expires on January
14, 2004. The Board may amend, suspend, modify or terminate the 1994 Option
Plan, but may not without the prior written approval of shareholders make any
amendment which: (i) materially increases the number of shares available for
issuance under the 1994 Option Plan (except as expressly permitted); (ii)
materially changes the class of person who is eligible for the grant of ISOs; or
(iii) if required by Rule 16b-3 (or any successor) under the Exchange Act, would
materially increase the benefits accruing to participants under the 1994 Option
Plan or would materially modify the requirements as to eligibility for
participation in the 1994 Option Plan.
In March 1997, Messrs. Agersborg, Jenkins, Olson, Paracka, Samuels and
Towle each received stock options exercisable into 10,000 Class A Shares at an
exercise price of $2.25 per share pursuant to the 1994 Option Plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's voting shares (Class A Shares and Class B Shares) as
of January 20, 1998 by: (i) each director and named executive officer of the
Company; (ii) all current executive officers and directors of the Company as a
group; and (iii) all persons known by the Company to own beneficially 5% or more
of the outstanding shares or voting power of the Company's voting securities.
The table is based upon information supplied by directors, officers and
principal shareholders. Unless otherwise indicated, each of the listed persons
has sole voting and sole investment power with respect to the Shares
beneficially owned, subject to community property laws were applicable.
5
<PAGE> 6
<TABLE>
<CAPTION>
Amount and Percent of
Nature of Total
Title of Class Name and Address of Beneficial Beneficial Percent of Voting
Owner or Identity of Group(1) Ownership (2) Class (2) Power (3)
- -------------------------- ------------------------------ --------------------- ------------------ ------------
<S> <C> <C> <C> <C>
Class A Common Stock David H. Katz, M.D. (4)(5)(18) 3,192,796 7.73% 11.78%
Class B Common Stock 385,000 88.71%
Class A Common Stock William N. Jenkins (6)(7) 277,000 * *
Class B Common Stock 16,000 24.62%
Class A Common Stock Kenneth E. Olson (8)(9) 223,400 * *
Class B Common Stock 16,000 24.62%
Class A Common Stock Stuart A. Samuels (10) 45,000 * *
Class B Common Stock -0- -0-
Class A Common Stock Sidney N. Towle, Jr. (11) 177,000 * *
Class B Common Stock -0- -0-
Class A Common Stock Helmer P.K. Agersborg, Ph.D. (12) 70,000 * *
Class B Common Stock -0- -0-
Class A Common Stock Timothy R. Russell (13) 196,863 * *
Class B Common Stock -0- -0-
Class A Common Stock Gerald J. Yakatan, Ph.D. (14) 111,086 * *
Class B Common Stock -0- -0-
Class A Common Stock James E. Berg (15) 97,472 * *
Class B Common Stock -0- -0-
Class A Common Stock All officers and directors as 4,410,617 10.39% 14.50%
Class B Common Stock a group (10 persons) (16)(17) 417,000 89.48%
</TABLE>
* Percentage of shares beneficially owned does not exceed 1%.
(1) c/o LIDAK Pharmaceuticals, 11077 North Torrey Pines Road, La Jolla,
California 92037.
(2) Based upon 38,976,511 shares of Class A Common Stock and 49,000 shares of
Class B Common Stock outstanding as of January 20, 1998, plus any shares of
Common Stock under options and warrants or subject to conversion rights of
the particular individual or, in the case of all directors and executive
officers, as a group. Includes all shares of Common Stock under options,
warrants or other conversion rights exercisable or convertible within 60
days of January 20, 1998.
(3) Percentage of voting power is based upon total cumulative voting power of
Class A Common Stock and Class B Common stock combined as of January 20,
1998. Each share of Class A Common Stock entitles the holder to one vote
per share on matters to be voted on by the shareholders, each share of
Class B Common Stock entitles the holder to five votes per share. The
percentage ownership and voting power for each shareholder is calculated by
assuming the exercise or conversion price of all warrants, options
exercisable within 60 days of January 20, 1998 and convertible securities
held by such holder and the nonexercise and nonconversion of all other
outstanding warrants, options and convertible securities.
(4) Includes 882,703 shares of Class A Common Stock and options to purchase
1,877,000 shares of Class A Common Stock and 386,190 shares of Class A
Common Stock issuable upon exercise of Class D Warrants. Also includes
options to purchase 46,903 shares of Class A Common Stock held by a member
of his family. Does not include options to purchase 30,000 shares of Class
A Common Stock and options to purchase 7,097 shares of Class A Common Stock
held by a member of his family which are not exercisable within 60 days of
January 20, 1998.
(5) Includes options to purchase 375,000 shares of Class B Common Stock granted
under Dr. Katz's employment agreement and options to purchase 10,000 shares
of Class B Common Stock held by a member of his family.
(6) Includes options to purchase 277,000 shares of Class A Common Stock. Does
not include options to purchase 10,000 shares of Class A Common Stock which
are not exercisable within 60 days of January 20, 1998.
(7) Includes options to purchase 16,000 shares of Class B Common Stock.
(8) Includes 36,400 shares of Class A Common Stock and options to purchase
187,000 shares of Class A Common Stock. Does not include options to
purchase 10,000 shares of Class A Common Stock which are not exercisable
within 60 days of January 20, 1998.
(9) Includes options to purchase 16,000 shares of Class B Common Stock.
(10) Includes options to purchase 45,000 shares of Class A Common Stock. Does
not include options to purchase 10,000 shares of Class A Common Stock which
are not exercisable within 60 days of January 20, 1998.
(11) Includes options to purchase 177,000 shares of Class A Common Stock. Does
not include options to purchase 10,000 shares of Class A Common Stock which
are not exercisable within 60 days of January 20, 1998.
(12) Includes options to purchase 70,000 shares of Class A Common Stock. Does
not include options to purchase 10,000 shares of Class A Common Stock which
are not exercisable within 60 days of January 20, 1998.
6
<PAGE> 7
(13) Includes 5,000 shares of Class A Common Stock and options to purchase
191,863 shares of Class A Common Stock. Does not include options to
purchase 18,137 shares of Class A Common Stock which are not exercisable
within 60 days of January 20, 1998.
(14) Includes options to purchase 111,086 shares of Class A Common Stock. Does
not include options to purchase 28,914 shares of Class A Common Stock which
are not exercisable within 60 days of January 20, 1998.
(15) Includes options to purchase 97,472 shares of Class A Common Stock. Does
not include options to purchase 16,538 shares of Class A Common Stock which
are not exercisable within 60 days of January 20, 1998.
(16) Includes 924,103 shares of Class A Common Stock and options and warrants to
purchase an aggregate of 3,486,514 shares of Class A Common Stock. Does not
include options to purchase 230,676 shares of Class A Common Stock which
are not exercisable within 60 days of January 20, 1998.
(17) Includes options to purchase 417,000 shares of Class B Common Stock.
(18) Excludes 308,100 shares of Class A Common Stock and 70,200 shares of Class
B Common Stock due to a recent sale of these shares to HealthMed. Dr. Katz
has also advised the Company that he has placed the remainder of his Class
A Common Stock and Class B Common Stock in a voting trust with HealthMed
as a trustee.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
David H. Katz, President and CEO of the Company, is also President and CEO
of MBI. In October 1988, the Company and MBI entered into a twenty-year
licensing agreement (the "MBI Agreement"), which granted the Company an
exclusive, worldwide license to all existing technology of MBI and a right of
first preference to license future technology developed at MBI. The MBI
Agreement was amended in 1993 and 1994. Under the MBI Agreement, as amended, the
Company has been granted an exclusive worldwide license to all technology and
know-how of MBI which had been developed or which was under development as of
the original date of the MBI Agreement and a right of first preference to
license future technology of MBI through the year 2013, subject to restrictions,
if any, in the funding agreements by which MBI develops the technology. The
Company expects that, if rights to additional technologies developed at MBI are
acquired pursuant to right of first preference under the MBI Agreement, the
Company will assume responsibility, including funding, for the commercial
development efforts including remaining research and development, clinical
testing and regulatory approvals.
The Company and MBI have also entered into agreements for the leasing of
facilities and equipment and the use of certain research and administrative
services. During Fiscal 97, the Company incurred charges to MBI totaling
$448,251 and $223,262, respectively, under these agreements.
7
<PAGE> 8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND REPORTS ON FORM 8-K
(b) Current Reports on Form 8-K
Report on Form 8-K filed on January 21, 1998 - reporting that the
Company has received a preliminary proposal from HealthMed, Inc.
Report on Form 8-K filed on January 21, 1998 - reporting the resignation
of Daniel J. Paracka as Chairman of the Board effective January 12,
1998, and the appointment of Mr. William N. Jenkins as Chairman of the
Board effective January 13, 1998.
(c) Exhibits
23.1 - Independent Auditors' Consent
<PAGE> 9
SIGNATURES
Pursuant to the requirements 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.
Date: January 28, 1998
LIDAK PHARMACEUTICALS
By: /s/ David H. Katz
--------------------------------
David H. Katz, M.D.
President and Chief Executive Officer
Pursuant to the requirements of 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/David H. Katz President and Chief January 28, 1998
- ------------------------------------ Executive Officer
David H. Katz, M.D. (Principal Executive Officer)
/s/Jeffery B. Weinress Vice President and Chief January 28, 1998
- ------------------------------------ Financial Officer
Jeffery B. Weinress (Principal Financial and Accounting Officer)
/s/Helmer P.K. Agersborg, Jr. Director January 28, 1998
- ------------------------------------
Helmer P.K. Agersborg, Jr., Ph.D.
/s/William N. Jenkins Chairman of the Board January 28, 1998
- ------------------------------------
William N. Jenkins
/s/Kenneth E. Olson Director January 28, 1998
- ------------------------------------
Kenneth E. Olson
/s/Stuart A. Samuels Director January 28, 1998
- ------------------------------------
Stuart A. Samuels
/s/Sidney N. Towle, Jr. Director January 28, 1998
- ------------------------------------
Sidney N. Towle, Jr.
</TABLE>
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
LIDAK Pharmaceuticals:
We consent to the incorporation by reference in Registration Statement No.
33-49082 on Form S-1, Registration Statement No. 33-71276 on Form S-8,
Registration Statement No. 33-94370 on Form S-8, Registration Statement No.
76094 on Form S-3, Registration Statement No. 33-64983 on Form S-3 and
Registration Statement No. 333-24549 on Form S-3 of LIDAK Pharmaceuticals (a
development stage enterprise) of our report dated November 25, 1997, except for
the last paragraph of Note 6, as to which date is December 29, 1997, which
report contains an explanatory paragraph referring to the status of the Company
as a development stage enterprise, appearing in this Annual Report on Form
10-K/A of LIDAK Pharmaceuticals for the year ended September 30, 1997.
DELOITTE & TOUCHE LLP
San Diego, California
January 26, 1998
