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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 2
FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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, 1998
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 0-19410
Sepracor Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2536587
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
111 Locke Drive, Marlborough, Massachusetts 01752
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 481-6700
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
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(Title of class)
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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
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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 the
Form 10-K. [ ]
The aggregate market value of voting Common Stock held by nonaffiliates of the
registrant was approximately $4,061,988,000 based on the last reported sale
price of the Common Stock on the Nasdaq consolidated transaction reporting
system on March 15, 1999.
Number of shares outstanding of the registrant's class of Common Stock as of
March 15, 1999: 32,739,935 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1998 Annual Report to Stockholders - Part II
Proxy Statement for the 1999 Annual Meeting of Stockholders - Part III
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are included or incorporated by reference
from the 1998 Annual Report.
1. The following financial statements (and related notes) of the Company
are incorporated by reference from the 1998 Annual Report:
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Page*
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Report of Independent Accountants 30*
Consolidated Balance Sheets at December 31, 1998 and 1997 31*
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Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1997 and 1996 32*
Consolidated Statements of Stockholders' Equity and Comprehensive
Income for the Years Ended December 31, 1998, 1997 and 1996 33*
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 34*
Notes to the Consolidated Financial Statements 35*
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* Refers to page number of the 1998 Annual Report. The financial
statements (and related notes) are incorporated by reference from the
1998 Annual Report.
2. The schedule listed below and the Report of Independent Accountants
on financial statement schedule are filed as part of this Annual
Report on Form 10-K:
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Report of Independent Accountants on Financial
Statement Schedule S-1
Report of Independent Accountants on Financial
Statement Schedule S-2
Schedule II -- Valuation and Qualifying Accounts S-3
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All other schedules are omitted as the information required
is inapplicable or the information is presented in the consolidated
financial statements or the related notes.
3. The Exhibits listed in the Exhibit Index immediately preceding the
Exhibits filed as a part of this Annual Report on Form 10-K.
(b) The following current reports on Form 8-K were filed by the
Company during the last quarter of the year ended December 31, 1998.
(1) Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on November 5, 1998 relating to the call for
redemption of the Company's 7% Convertible Subordinated Debentures
due 2002.
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(2) Current Report on Form 8-K filed with the SEC on December 10,
1998, relating to the signing of a licensing agreement with Eli Lilly
and Company.
(3) Current Report on Form 8-K filed with the SEC on December 17,
1998, relating to the pricing of the Company's 7% Convertible
Subordinated Debentures due 2005.
The following trademarks are mentioned in this Annual Report on Form
10-K:
Sepracor, ICE and Xopenex are trademarks of Sepracor. BioSepra,
HyperD, HyperDiffusion and UpScale Process are trademarks of BioSepra. HemaSure
and LeukoNet are trademarks of HemaSure. This Annual Report on Form 10-K also
contains trademarks of other companies.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
Amendment No. 2 on Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized.
SEPRACOR INC.
By: /s/ Timothy J. Barberich
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Timothy J. Barberich
President and Chief Executive Officer
Date: June 13, 2000
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Exhibit Index
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Exhibit No. Description
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3.1(7) -- Restated Certificate of Incorporation of the
Registrant, as amended.
3.2(1) -- Amended and Restated By-Laws of the Registrant.
4.1(1) -- Specimen Certificate for shares of Common
Stock, $.10 par value, of the Registrant.
4.2(5) -- Form of 6 1/4% Convertible Subordinated
Debenture due 2005.
4.3(5) -- Global 6 1/4% Convertible Subordinated Debenture
payable to Cede & Co. due 2005.
4.4** -- Global 7% Convertible Subordinated Debenture
payable to Cede & Co. due 2005.
10.1(1) -- Second Amended and Restated Registration
Rights Agreement dated as of June 28, 1991, by
and among the Registrant and the persons
listed on Schedule I thereto.
(*)10.2** -- The Registrant's 1991 Restated Stock Option Plan,
as amended and restated.
(*)10.3** -- The Registrant's 1991 Director Stock Option Plan,
as amended and restated.
(*)10.4(4) -- The Registrant's 1996 Employee Stock Purchase
Plan, as amended and restated.
(*)10.5(5) -- The Registrant's 1997 Stock Option Plan.
(*)10.6** -- The Registrant's 1998 Employee Stock Purchase
Plan.
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Exhibit No. Description
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10.7(3) -- Lease as to Marlboro Industrial Park, dated
December 12, 1995, between Valerie A. Colbert,
Trustee of Second Marlboro Development Trust
under Declaration of Trust dated September 15,
1972, and the Registrant (the "Marlboro
Lease").
10.8(5) -- First Amendment to Marlboro Lease, dated
February 1, 1997, and Second Amendment to
Marlboro Lease, dated July 1, 1997.
10.9** -- Stock Purchase Agreement dated June 1,
1993, between the Registrant and Marion
Merrill Dow.
10.10** -- Technology Transfer and License Agreement
dated as of January 1, 1994, between the
Registrant and BioSepra Inc.
10.11** -- Technology Transfer and License Agreement
dated as of January 1, 1994, between the
Registrant and HemaSure Inc.
10.12** -- Technology Transfer and License Agreement,
effective January 1, 1995, between the
Registrant and SepraChem Inc.
10.13** -- Series A Convertible Preferred Stock
Purchase Agreement, dated September 30, 1994,
by and among the Registrant and OFD Partners,
L.P.
(*)10.14(2) -- Letter Agreement, dated September 30, 1993,
between the Company and David S. Barlow.
(*)10.15(2) -- Letter Agreement, dated June 10, 1994, between
the Registrant and David Southwell.
(*)10.16(4) -- Letter Agreement, dated February 23, 1996,
between the Registrant and Paul D. Rubin.
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Exhibit No. Description
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(*)10.17(4) -- Letter Agreement, dated February 23, 1995,
between the Registrant and Robert F. Scumaci.
(*)10.18(4) -- Consulting Agreement between the Registrant and
Mr. Steigrod, dated September 1, 1996.
(*)10.19(5) -- Consulting Agreement Amendment, dated as
of January 1, 1997, between the Registrant and
Alan A. Steigrod.
(*)10.20(5) -- Consulting Agreement between the Registrant and
Digby W. Barrios, dated October 1, 1995.
10.21(5) -- Promissory Note from David Barlow to the
Registrant, dated July 1, 1997 to December 31,
1997, and Letter Extension from the Registrant
dated December 18, 1997.
10.22(5) -- Promissory Note from Paul D. Rubin to the
Registrant, dated January 22, 1998.
10.23(2) -- Series B Preferred Stock Purchase Agreement
dated March 14, 1995, between the Registrant
and Beckman Instruments, Inc.
10.24(2) -- Intellectual Property Security Agreement by
and between Fleet Bank of Massachusetts, N.A.
and the Registrant, dated December 28, 1994.
10.25(4) -- Confirmation of and Amendment to Intellectual
Property Security Agreement between Fleet
National Bank and the Registrant, dated February
1997.
10.26(4) -- Deposit Pledge Agreement, dated December 31, 1996,
between the Registrant and Fleet National Bank.
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Exhibit No. Description
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10.27(5) -- Put Agreement, dated as of December 30, 1997,
between the Registrant and Fleet National Bank.
10.28(4) -- Amended and Restated Revolving Credit and
Security Agreement among Fleet National Bank,
the Registrant and Sepracor Securities
Corporation, dated December 31, 1996.
10.29(4) -- Amended and Restated Promissory Note, dated
December 31, 1996, between the Registrant,
Sepracor Securities Corporation and Fleet
National Bank.
10.30(4) -- Guaranty Agreement, dated December 31,
1996, between the Registrant and Fleet
National Bank for BioSepra Inc.
10.31(5)+ -- Agreement, dated as of December 5, 1997, by
and between the Registrant and Schering-Plough
Ltd.
10.32(5)+ -- License Agreement, dated January 30, 1998,
by and between the Registrant and Janssen
Pharmaceutica N.V.
10.33(6)+ -- Norcisapride Development and License
Agreement, dated as of July 20, 1998, between
Janssen Pharmaceutica N.V. and the Registrant.
10.34+ -- Exclusive License Agreement by and between Eli
Lilly and Company and the Registrant
10.35(5) -- Indenture, dated as of February 10, 1998,
between the Registrant and The Chase Manhattan
Bank, as trustee, relating to the 6 1/4%
Convertible Subordinated Debentures due 2005.
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Exhibit No. Description
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10.36(5) -- Registration Rights Agreement, dated as of
February 5, 1998, by and among the Registrant,
Morgan Stanley & Co. Incorporated, Lehman
Brothers Inc., Smith Barney Inc. and Vector
Securities International, Inc.
10.37** -- Indenture, dated as of December 15, 1998,
between the Registrant and The Chase Manhattan
Bank, as trustee, relating to the 7%
Convertible Subordinated Debentures due 2005
10.38** -- Registration Rights Agreement, dated as of
December 10, 1998, by and among the Registrant,
Morgan Stanley & Co. Incorporated and Salomon
Smith Barney, Inc.
13** -- 1998 Annual Report to Stockholders (which
shall be deemed filed only with respect to
those portions specifically incorporated by
reference herein).
21** -- Subsidiaries of the Company.
23.1** -- Consent of PricewaterhouseCoopers LLP.
23.2** -- Consent of Arthur Andersen LLP.
27** -- Financial Data Schedule.
99** -- Report of Arthur Andersen LLP.
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(*) Management contract or compensatory plan or arrangement filed as an
exhibit to this Form pursuant to Item 14(c) of Form 10-K.
(**) Previously filed.
(+) Confidential treatment granted as to certain portions.
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-41653).
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(2) Incorporated by reference from the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994.
(3) Incorporated by reference from the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995.
(4) Incorporated by reference from the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996.
(5) Incorporated by reference from the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997.
(6) Incorporated by reference from the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998.
(7) Incorporated by reference from the Registrant's Registration
Statement on Form S-8, filed on July 6, 1998, relating to the 1991
Director Stock Option Plan.
