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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
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 _______________________
Commission file number 0-19311
IDEC PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
California 33-0112644
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
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)
Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report.
Indicate by check [checkmark] 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 [checkmark] 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: November 20, 1996 By: /s/ WILLIAM H. RASTETTER
-------------------------
William H. Rastetter
Chairman, President
and Chief Executive Officer
(Principal Executive Officer)
Date: November 20, 1996 By: /s/ PHILLIP M. SCHNEIDER
-------------------------
Phillip M. Schneider
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
5.
