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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(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: 0-22314
PENEDERM INCORPORATED
(Exact name of registrant as specified in its charter)
California 77-0146116
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
320 Lakeside Drive, Foster City, California 94404
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 358-0100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
no par value
(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
-----
The aggregate market value of the voting stock held by non-affiliates of the
registrant on February 29, 1996, based upon the closing price of the Common
Stock on the Nasdaq Stock Market for such date, was approximately $90,679,000.
The number of outstanding shares of the registrant's Common Stock on February
29, 1995 was 7,254,311.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a)3. EXHIBITS:
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3.1 (1) Restated Articles of Incorporation
3.2 (1) Amended and Restated By-Laws
4.1 (1) Specimen Common Stock Certificate
10.1A (2) Employee Stock Option Plan, as amended
10.1B (2) Consultant Stock Option Plan, as amended
10.1C (2) Equity Incentive Plan
10.1D (2) 1994 Nonemployee Directors Stock Option Plan
10.3 (1) Employment Agreement dated May 10, 1993 between the Company and
Lloyd H. Malchow
+10.4B (1) Incentive Stock Option Agreement dated September 12, 1991 between
the Company and John W. Quigley, Jr., as amended February 25,
1993
+10.4D (1) Incentive Stock Option Agreement dated September 12, 1991 between
the Company and Edgar A. Luce, as amended February 25, 1993
+10.4J (3) 1995 Performance Share Award Agreement - Lloyd H. Malchow
+10.4K (3) 1995 Performance Share Award Agreement - John W. Quigley
+10.4L (3) 1995 Performance Share Award Agreement - Edgar A. Luce
+10.4N (4) 1995 Performance Share Award Agreement - William Gutshall
* +10.4O (5) 1996 Performance Share Award Agreement - Lloyd H. Malchow
* +10.4P (5) 1996 Performance Share Award Agreement - John W. Quigley
* +10.4Q (5) 1996 Performance Share Award Agreement - Edgar A. Luce
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* +10.4R (5) 1996 Performance Share Award Agreement - William Gutshall
10.5A (1) Nonqualified Stock Option Agreement dated March 14, 1991 between
the Company and William I. Bergman
10.5B (1) Nonqualified Stock Option Agreement dated September 12, 1991
between the Company and William I. Bergman
10.6 (1) Information and Registration Rights Agreement dated June 1, 1988,
as amended through June 4, 1991
10.7 (1) License Agreement, effective April 27, 1988, between the Company
and the Regents of the University of California
10.8 (1) Research and Development Lease dated December 14, 1988, as
amended through February 1, 1991 between the Company and Vintage
Park Associates
10.8B (3) Amendment No. 4 to Vintage Park Research and Development Lease
dated September 30, 1994, between the Company and Vintage Park
Associates
13.1 (5) Annual Report
13.2 Report of Independent Accountants
23.1 (5) Consent of Ernst & Young LLP, independent auditors
23.2 (5) Consent of Coopers & Lybrand L.L.P., independent accountants
24.1 (5) Power of Attorney
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(1) Incorporated by reference to exhibits to Registration Statement on
Form S-1 (No. 33-67950) effective November 3, 1993.
(2) Incorporated by reference to exhibits to Registration Statement on
Form S-8 (No. 33-76100) filed on March 4, 1994.
(3) Incorporated by reference to exhibits to Annual Report on Form 10-K
for the Year Ended December 31, 1994, filed on March 30, 1995.
2
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(4) Incorporated by reference to exhibits to Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 1995, filed on August 12, 1995.
(5) Incorporated by reference to exhibits to Annual Report on Form 10-K
for the Year Ended December 31, 1995, filed on March 29, 1996.
+ Confidential treatment requested.
* The symbol "[ ]" indicates that a confidential portion has been
omitted and filed separately with the Securities and Exchange
Commission.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, Penederm Incorporated, a corporation
organized and existing under the laws of the State of California, has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Foster City, State of California, on the 30th day of
May, 1996.
PENEDERM INCORPORATED
By /s/ EDGAR A. LUCE
-----------------------------------
Edgar A. Luce
Vice President, Finance and
Administration, Treasurer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K/A has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
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SIGNATURE TITLE DATE
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* Director, President and Chief Executive May 30, 1996
- -------------------------------- Officer (Principal Executive Officer)
Lloyd H. Malchow
/s/ EDGAR A. LUCE
- -------------------------------- Vice President, Finance and May 30, 1996
Edgar A. Luce Administration, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
* Chairman of the Board May 30, 1996
- --------------------------------
Terry L. Opdendyk
Director May , 1996
- -------------------------------- ---
Robert F. Allnutt
* Director May 30, 1996
- --------------------------------
William I. Bergman
* Director May 30, 1996
- --------------------------------
David E. Collins
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SIGNATURE TITLE DATE
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Director May , 1996
- -------------------------------- ---
Mark J. Gabrielson
* Director May 30, 1996
- --------------------------------
Harvey S. Sadow, Ph.D.
* Director May 30, 1996
- --------------------------------
Gerald D. Weinstein, M.D.
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* By /s/ EDGAR A. LUCE
---------------------------
Edgar A. Luce
Attorney-in-Fact
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EXHIBIT 13.2
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Penederm Incorporated:
We have audited the balance sheet of Penederm Incorporated as of December 31,
1994 and the related statements of operations, shareholders' equity and cash
flows for each of the two years in the period ended December 31, 1994. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Penederm Incorporated as of
December 31, 1994 and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 1994, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
San Jose, California
January 20, 1995, except for Note 13,
for which the date is March 8, 1995
