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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A#1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________.
COMMISSION FILE NUMBER: 000-19809
DURA PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-3645543
(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Identification No.)
5880 Pacific Center Blvd. San Diego, California 92121-4202
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (619) 457-2553
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
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 this Form 10-K [ ].
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28, 1997 was $1,457,451,662. For the purposes
of this calculation, shares owned by officers, directors (and their
affiliates) and 10% or greater shareholders known to the registrant have been
deemed to be affiliates.
The number of shares of the Registrant's Common Stock outstanding as of
February 28, 1997 was 43,437,978.
Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on May 28, 1997, to be filed with the
Securities and Exchange Commission on or about April 16, 1997, referred to
herein as the "Proxy Statement," are incorporated as provided in Part III,
and portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1996, attached hereto as Exhibit 13, referred to
herein as the "Annual Report," are incorporated as provided in parts II and
IV.
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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 Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 16, 1997 DURA PHARMACEUTICALS, INC.
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By: /s/ Cam L. Garner
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Cam L. Garner,
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Cam L. Garner and James W. Newman, or either
of them, as his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Annual Report on Form
10-K, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
/s/ Cam L. Garner Chairman, President and December 16, 1997
- --------------------- Chief Executive Officer
(Cam L. Garner) (Principal Executive Officer)
/s/ David S. Kabakoff Executive Vice President December 16, 1997
- --------------------- and Director
(David S. Kabakoff)
/s/ James W. Newman Senior Vice President, Finance and December 16, 1997
- --------------------- Administration, and Chief
(James W. Newman) Financial Officer (Principal
Financial and Accounting Officer)
/s/ Walter F. Spath Senior Vice President, December 16, 1997
- --------------------- Sales and Marketing and Director
(Walter F. Spath)
/s/ James C. Blair Director December 16, 1997
- ---------------------
(James C. Blair)
/s/ Herbert J. Conrad Director December 16, 1997
- ---------------------
(Herbert J. Conrad)
/s/ Joseph C. Cook Director December 16, 1997
- ---------------------
(Joseph C. Cook)
/s/ David F. Hale Director December 16, 1997
- ---------------------
(David F. Hale)
/s/ Gordon V. Ramseier Director December 16, 1997
- ---------------------
(Gordon V. Ramseier)
/s/ Charles G. Smith Director December 16, 1997
- ---------------------
(Charles G. Smith)
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a) 1. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a) 2. INDEX TO FINANCIAL STATEMENT SCHEDULES
Financial statement schedules are omitted because they are not required, are not
applicable or the information is included in the consolidated financial
statements or notes thereto.
(a) 3. EXHIBITS
EXHIBIT
NO. DESCRIPTION
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15) 3.1 Articles of Incorporation of the Company, as amended
2) 3.2 By-laws, as amended
1) 10.1 Assumption Agreement, dated December 2, 1991, between
the Company and Silicon Valley Bank.
1) 10.6 Loan and Security Agreement, dated September 30, 1991,
between the Company and Silicon Valley Bank.
1) 10.7 Security Agreement, dated September 30, 1991, between the
Company and Silicon Valley Bank.
1) 10.8 Securities Purchase Agreement, dated August 20, 1991,
between the Company and the Investors listed on Schedule A
thereto, together with the related Form of Promissory Note,
Form of Stock Purchase Warrant, Form of Security Agreement
and Form of Registration Rights Agreement.
1) 10.19 License Agreement by and between the Company and Sterling
Drug Inc. currently known as Sterling Winthrop, Inc.,
dated June 26, 1991 (with certain confidential portions
omitted).
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1) 10.26 License Agreement by and between the Company and Mark B.
Mecikalski, M.D., dated June 1, 1990 (with certain
confidential portions omitted).
1) + 10.52 Form of Employee Restricted Bonus Stock Agreement.
+ 10.54 Form of Indemnification Agreement between the Company
and each of its directors.
+ 10.55 Form of Indemnification Agreement between the Company and
each of its officers.
2) 10.58 Bitolterol Mesylate 0.2% Inhalation Solution and
Tornalate-Registered Trademark- (Bitolterol Mesylate)
Metered Dose Inhaler License Agreement by and between
Sterling Winthrop, Inc. and Company, dated June 24, 1992
(with certain confidential portions omitted).
2) 10.59 Silicon Valley Bank Amendment to Loan Agreement
regarding Real Estate Loan.
15) + 10.60 The Company's 1992 Stock Option Plan, as amended.
2) + 10.61 Form of Employee Non-Statutory Stock Option Agreement.
2) + 10.62 Form of Employee Incentive Stock Option Agreement.
2) + 10.63 Form of Officer Incentive Stock Option Agreement.
2) + 10.64 Form of Automatic Grant Non-Employee Director Agreements.
2) + 10.65 Employment Agreement - Cam L. Garner dated May 7, 1990.
4) 10.72 Form of Series W Warrant.
5) 10.73 Assignment Agreement by and between the Company and Mark B.
Mecikalski, M.D., dated March 12, 1993 (with certain
confidential portions omitted).
6) 10.80 Registration Rights Agreement by and between the Company
and Elan International Services Limited, as successor in
interest, dated April 17, 1994.
10.81 Letter Agreements between the Company and Elan International
Services Limited, dated March 1, 1995 and September 3, 1996.
10.82 Form of Common Stock Purchase Warrant between the Company and
Elan International Services Ltd.
7) 10.83 Product Licensing Agreement among Elan Corporation, plc,
Dura Delivery Systems, Inc. and the Company (with certain
confidential portions omitted).
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7) 10.84 Protein and Peptide Development Agreement between Elan
Corporation, plc and the Company (with certain confidential
portions omitted).
7) 10.85 Technology Access Agreement between Elan Corporation, plc
and the Company (with certain confidential portions
omitted).
8) 10.86 Silicon Valley Bank Amendment to Loan Agreement regarding
Real Estate Loan dated November 10, 1994.
9) 10.87 Business Combination Agreement dated March 15, 1995 between
Quintex, Ltd., Health Script Pharmacy Services, Inc. and
the Company (including Schedules B, C, D and E).
10) 10.88 Purchase Agreement dated June 14, 1995 between the Company
and Abbott Laboratories, Ross Products Division, including
list of Schedules and Exhibits thereto (with certain
confidential portions omitted).
11) 10.89 Restated Certificate of Incorporation of DDSI.
11) 10.90 Agreement and Plan of Merger dated December 29, 1995 among
the Company, DDSI and Safari Acquisition Corporation.
11) 10.91 Purchase Agreement by and among the Company, Spiros Corp.
and the entities listed on the Schedule of Purchasers.
11) 10.92 Investors' Rights Agreement by and among the Company and
the investors listed on Schedule A thereto, dated December
29, 1995.
11) 10.93 Stockholders' Agreement by and among Spiros Corp., the
Company and the persons listed on Schedule A thereto, dated
December 29, 1995.
11) 10.94 Form of Series S Warrant.
11) 10.95 Technology License Agreement by and among the Company,
DDSI and Spiros Corp., dated December 29, 1995.
11) 10.96 Development and Management Agreement by and between the
Company and Spiros Corp., dated December 29, 1995 (with
certain confidential portions omitted).
11) 10.97 Interim Manufacturing and Marketing Agreement by and between
the Company and Spiros Corp., dated December 29, 1995.
11) 10.98 Albuterol Purchase Option Agreement by and between the
Company and Spiros Corp., dated December 29, 1995.
11) 10.99 Restated Certificate of Incorporation of Spiros Corp.
13) 10.100 Agreement for Purchase and Sale of Assets, dated June 17,
1996 between the Company and Procter & Gamble
Pharmaceuticals, Inc. (with certain confidential portions
omitted).
14) 10.101 Licensing Agreement dated August 21, 1996 between the
Company and Eli Lilly and Company (with certain confidential
portions omitted).
10.102 Manufacturing Agreement dated August 21, 1996 between the
Company and Eli Lilly and Company (with certain confidential
portions omitted).
11 Statements Re Computations of Net Income (Loss) Per Share.
13 1996 Annual Report to Shareholders (Only items incorporated
by reference)
23 Independent Auditors' Consent.
24 Power of Attorney.
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27 Financial Data Schedule.
1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (No. 33-44525), filed on December 13, 1991, as amended.
2) Incorporated by reference to the Company's Form 10-K, filed on March 31,
1993, as amended.
3) Incorporated by reference to the Company's Form 8-K, filed on September 15,
1993.
4) Incorporated by reference to the Company's Registration Statement on Form
S-3 (No. 33-71798), filed on December 13, 1993.
5) Incorporated by reference to the Company's Form 10-K, filed on March 31,
1994, as amended.
6) Incorporated by reference to the Company's Form 10-Q, filed on August 5,
1994.
7) Incorporated by reference to the Company's Form 10-Q, filed on October 17,
1994, as amended.
8) Incorporated by reference to the Company's Form 10-K, filed on March
31, 1995.
9) Incorporated by reference to the Company's Form 8-K, filed on April
6, 1995.
10) Incorporated by reference to the Company's Form 8-K, filed on June
20, 1995, as amended.
11) Incorporated by reference to the Company's Form 8-K, filed on January 9,
1996, as amended.
13) Incorporated by reference to the Company's Form 8-K, filed on July 17,
1996.
14) Incorporated by reference to the Company's Form 8-K, filed on September 19,
1996, as amended.
15) Incorporated by reference to the Company's Form 10-Q, filed on August 14,
1996.
+ Management contract or compensation plan or arrangement.
(b) REPORTS ON FORM 8-K.
On December 20, 1996, the Company filed a Current Report on Form 8-K/A dated
September 5, 1996 (which amended the Current Report of the Company on Form
8-K filed on September 19, 1996) transmitting a revised Exhibit 2.1, with
certain confidential portions omitted.
SUPPLEMENTAL INFORMATION
No Annual Report to Shareholders or Proxy materials have been sent to
shareholders as of the date of this report. The Annual Report to
Shareholders and Proxy material will be furnished to the Company's
shareholders subsequent to the filing of this report and the Company will
furnish such material to the Securities and Exchange Commission at that
time.
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
of Dura Pharmaceuticals, Inc.:
We have audited the accompanying consolidated balance sheets of Dura
Pharmaceuticals, Inc. and subsidiaries as of December 31, 1995 and 1996, and
the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the three years in the period ended December 31, 1996.
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, such consolidated financial statements present fairly, in
all material respects, the financial position of Dura Pharmaceuticals, Inc.
and subsidiaries as of December 31, 1995 and 1996, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
San Diego, California
January 20, 1997
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 333-10513 on Form S-8 and Registration Statement Nos. 33-71798, 33-99722
and 33-93914 on Form S-3 of Dura Pharmaceuticals, Inc. of our report dated
January 20, 1997, incorporated by reference in this Annual Report on Form
10-K/A of Dura Pharmaceuticals, Inc. for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
March 24, 1997
