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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-19311
IDEC PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0112644
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
11011 TORREYANA ROAD, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)
(619) 550-8500
(Registrant's telephone number, including area code)
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Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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
--- ---
As of October 31, 1995, the Registrant had 14,897,313 shares of its common
stock, no par value, issued and outstanding.
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ITEM 6: Exhibits and Reports on Form 8-K
(a) Exhibits
3.1(6)/ Amended and Restated Articles of Incorporation, dated June 20, 1994.
3.2(1)/ Bylaws, as amended May 15, 1992.
4.1(7)/ Certificate of Determination of Preferences of Preferred Shares
filed with the California Secretary of State on March 28, 1995.
Reference is also made to Exhibit 3.1.
4.2 Reference is made to Exhibit 3.2.
4.6(1)/ 1992 Amended and Restated Registration Rights Agreement.
4.7(1)/ Specimen Common Stock Certificate.
4.8 Reference is made to Exhibit 10.46.
4.9(7)/ 1995 Registration Rights Agreements.
10.1(8)/ 1988 Stock Option Plan, as Amended and Restated through January 25,
1995.
10.2(8)/ Form of Notice of Grant.
10.3(8)/ Form of Option Agreement.
10.4(1)/ Reference is made to Exhibit 4.5.
10.5(1)/ Amended and Restated Product Rights Agreement between the Company
and Institute of Immunology Co., Ltd., dated as of May 20, 1991.
10.9(1)/y Letter of Intent between the Company and Zenyaku Kogyo Co., Ltd.,
dated May 17, 1991.
10.10(1)/y Agreement between the Company and Boehringer Ingelheim International
GmbH, dated May 10, 1991.
10.11(1)/ Lease Agreement between the Company and Health Science Properties,
Inc., dated July 31, 1986, as amended.
10.21(1)/ 401(k) Plan.
10.22(1)/ Form of Indemnification Agreement for Officers and Directors.
10.23(1)/ Form of acceleration of vesting letter agreement between the Company
and certain officers.
10.24(1)/y License Agreement with Coulter Immunology, dated May 16, 1991.
10.25(2)/y Nonexclusive Patent License Agreement Between the Wistar Institute
of Anatomy and Biology and the Company, dated December 10, 1991.
10.26(3)/ Lease Agreement between the Company and Torrey Sorrento, Inc., dated
July 9, 1992.
10.27(3)/y Collaborative Research and License Agreement between the Company and
SmithKline Beecham p.l.c., dated October 12, 1992.
10.28(3)/ Investment Agreement between the Company and S.R. One, Limited,
dated October 16, 1992.
10.30(8)/ 1995 Employee Stock Purchase Plan.
10.31(4)/y Collaborative Development Agreement between the Company and
Mitsubishi Chemical Corporation, dated November 11, 1993.
10.32(4)/ Employment Agreement between the Company and Dr. Antonio
Grillo-Lopez dated September 25, 1992.
10.33(5)/ 1993 Non-Employee Directors Stock Option Plan.
2.
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10.34(6)/y Collaborative Development Agreement between the Company and
Seikagaku Corporation dated December 27, 1994.
10.35(6)/y License Agreement between the Company and Seikagaku Corporation
dated December 27, 1994.
10.36(6)/y Loan Agreement between the Company and Silicon Valley Bank and
Venture Lending & Leasing, Inc., dated December 28, 1994.
10.37(6)/y $2,500,000 Promissory Note, dated December 28, 1994.
10.38(6)/y $5,000,000 Promissory Note, dated December 28, 1994.
10.39(6)/ Security Agreement, dated December 28, 1994.
10.40(6)/y Patent Collateral Assignment, dated December 28, 1994.
10.41(6)/y Trademark Collateral Assignment, dated December 28, 1994.
10.42(6)/ Intercreditor Agreement, dated December 28, 1994.
10.43(6)/ Deed of Trust and Fixture Filing, dated December 28, 1994.
10.44(6)/ Three-Party Leasehold Agreement, dated September 30, 1994.
10.45(6)/ Warrants to Purchase Shares of Common Stock, dated December 30,
1994.
10.46(6)/ 1994 Registration Rights Agreement.
10.47(6)/ Investment Agreement between the Company, SmithKline Beecham p.l.c.
and SmithKline Beecham Corporation, dated December 28, 1994.
10.48(7)/ Master Definitions Agreement between the Company and Genentech, Inc.
10.49(7)/y Collaboration Agreement between the Company and Genentech, Inc.,
dated March 16, 1995
10.50(7)/y Expression Technology Agreement between the Company and Genentech,
Inc., dated March 16, 1995.
10.51(7)/ Preferred Stock Purchase Agreement between the Company and
Genentech, Inc., dated March 16, 1995.
10.52(7)/ Option Agreement between the Company and Genentech, Inc., dated
March 16, 1995.
10.53(7)/ Preferred and Common Stock Purchase Agreement between the Company
and ML/MS Associates, L.P., dated March 16, 1995.
10.54(9)/* Amendment Agreement between the Company and SmithKline Beecham
p.l.c., dated January 20, 1993.
10.55(9)/* Modification of the Amendment Agreement between the Company and
SmithKline Beecham p.l.c., dated June 14, 1993.
10.56(8)/ Special Stock Issuance Plan.
10.57 $2,500,000 Promissory Note, dated August 11, 1995.
10.58 Warrants to purchase shares of common stock, dated August 9, 1995.
22.1(1)/ Subsidiary of the Company.
* Confidential Treatment requested as to certain portions of this
agreement. Such omitted confidential information has been designated by
an asterisk and has been filed separately with the Commission pursuant
to Rule 24b-2 under the Securities Exchange Act of 1934, as amended,
pursuant to an application for confidential treatment.
y Confidential Treatment has been granted with respect to portions of
this agreement.
3.
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1/ Incorporated by reference to exhibits of the same number filed with the
Registrant's Registration Statement on Form S-1, File No. 33-40756.
2/ Incorporated by reference to exhibit of the same number filed with the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1991.
3/ Incorporated by reference to exhibits of the same number filed with the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1992.
4/ Incorporated by reference to exhibits of the Registrant's Registration
Statement on Form S-1, File No. 33-76080.
5/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8, File No. 33-93794.
6/ Incorporated by reference to exhibit of the same number filed with the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1994.
7/ Incorporated by reference to exhibit of the same number filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
8/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8, File No. 33-90738.
9/ Incorporated by reference to exhibit of the same number filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995.
(b) There were no reports on Form 8-K during the quarter ended
March 31, 1996.
4.
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IDEC PHARMACEUTICALS CORPORATION
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.
IDEC PHARMACEUTICALS CORPORATION
(Registrant)
Date: December 16, 1996 By: /s/ WILLIAM H. RASTETTER
-------------------------
William H. Rastetter
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
Date: December 16, 1996 By: /s/ PHILLIP M. SCHNEIDER
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Phillip M. Schneider
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT 10.57
Note No. 9-002
PROMISSORY NOTE
$2,500,000.00 August 11, 1995
San Diego, California
The undersigned ("Borrower") promises to pay to the order of VENTURE
LENDING & LEASING, INC. ("Lender") at its office at 2010 North First Street,
Suite 310, San Jose, California 95131, or at such other place as Lender may
designate in writing, in lawful money of the United States of America, the
principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00), with
Basic Interest thereon from the date hereof until maturity, whether scheduled or
accelerated, at a fixed rate per annum of seventeen and 626/1000 percent
(17.626%), and with Additional Interest in the sum of THREE HUNDRED SEVENTY-FIVE
THOUSAND DOLLAR ($375,000.00) payable on the Maturity Date.
This Note is one of the Notes referred to in, and is entitled to all
the benefits of, a Loan Agreement dated December 28, 1994, as amended by a First
Amendment to Loan Agreement dated as of July 31, 1995 (the "Loan Agreement"),
among Borrower, Lender and the other financial institutions party thereto. Each
capitalized term not otherwise defined herein shall have the meaning set forth
in the Loan Agreement. The Loan Agreement contains provisions for the
acceleration of the maturity of this Note upon the happening of certain stated
events.
Principal and Basic interest hereunder shall be payable in advance, in
forty-one (41) equal consecutive installments of $71,275.00 each, beginning
September 1, 1995, and continuing on the first day of each consecutive month
through February 1, 1999, plus a final and 42nd installment equal the entire
unpaid principal balance and all accrued and unpaid Basic Interest on March 1,
1999; provided however, that the first (1st) and forty-second (42nd)
installments of principal and Basic Interest shall be paid in advance
contemporaneously on the date hereof; and further provided, that Basic Interest
from the date hereof through August 31, 1995, in the amount of $24,238.91 shall
be paid in advance on the date hereof.
Any unpaid payments of principal or interest on this Note shall bear
interest from their respective maturities, whether scheduled or accelerated, at
a rate per annum equal to the Designated Rate plus 3%, until paid in full,
whether before or after judgment. Borrower shall pay such interest on demand.
Interest, charges and fees shall be calculated for actual days elapsed
on the basis of a 360-day year, which results in higher interest, charge or fee
payments than if a 365-day year were used. In no event shall Borrower be
obligated to pay interest, charges or fees at a rate in excess of the highest
rate permitted by applicable law form time to time in effect.
This Note shall be governed by, and construed in accordance with, the
laws of the State of California.
IDEC PHARMACEUTICALS CORPORATION
By: /s/ D. Ludvigson
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Name: David Ludvigson
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Its: Senior Vice President & Chief Financial Officer
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