UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended december 31, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File Number 0-27578
SUNPHARM CORPORATION
(Name of small business issuer in its charter)
Delaware F593097048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The Veranda, Suite 301
819 Highway A1A,
Ponte Vedra Beach, Florida 32082
(Address of principal executive offices) (Zip Code)
(904) 394-2800
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Title of Class
Common Stock, par value $.0001 per share
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the Issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
The Issuer's revenues for its most recent fiscal year: $230,729
The aggregate market value of the voting common stock held by
non-affiliates of the Issuer on March 16, 1999 was $12,111,733, based on the
closing sales price of the Issuer's common stock on the Nasdaq Small Cap Market
on such date of $2.13 per share, and assuming full conversion of the Issuer's
Series A Redeemable Convertible Preferred Stock . For purposes of the preceding
sentence only, all directors, executive officers and beneficial owners of ten
percent or more of the common stock are assumed to be affiliates. As of March
16, 1999, 6,739,475 shares of the Issuer's common stock and 300,000 shares of
the Issuer's Series A Redeemable Convertible Preferred Stock were outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ ]; No [X]
================================================================================
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
The directors and executive officers of the Company and their ages and
positions are listed below.
<TABLE>
<CAPTION>
Name Age Position With the Company Year First
---- --- ------------------------- Became a Director
-----------------
<S> <C> <C> <C>
Stefan Borg 45 President and Chief Executive Officer, Director 1991
Philip R. Tracy 57 Chairman of the Board of Directors 1995
Paul M. Herron 50 Vice President and Chief Financial Officer --
Cecilia Bryant 52 Vice President--Legal Affairs, Secretary and --
General Counsel
Ronald W. Sanda 56 Vice President--Manufacturing and Operations --
Michael T. Cullen, M.D. 53 Vice President and Medical Director --
Charles L. Dimmler III 57 Director 1997
Jerry T. Jackson 57 Director 1996
Robert S. Janicki, M.D. 64 Director, Member of the Pharmaceutical 1991
Advisory Board
Jay Moorin 48 Director 1997
Robert A. Schoellhorn 70 Director 1992
</TABLE>
STEFAN BORG. Mr. Borg founded the Company and has been President and
Chief Executive Officer of the Company since its inception and was Chairman of
the Board of Directors of the Company from inception until January 1995. From
September 1991 to August 1993, Mr. Borg was a general partner of Batterson,
Johnson & Borg, a venture capital partnership located in Chicago, Illinois. From
1986 to 1990, he was Vice President of Business Development of Houston
Biotechnology Incorporated. From 1984 to 1986, he was Manager of Business
Development for California Biotechnology, Inc. From 1982 to 1984, he was Product
Manager for Bethesda Research Laboratories, Inc., a supplier of genetic
engineering tools. From 1980 to 1982, he was Marketing Manager and head of
Boehringer Mannheim GmbH's subsidiary in Copenhagen, Denmark. Mr. Borg received
his M.B.A. in Marketing from INSEAD in Fontainebleau, France and his M.Sc.
degree in Biochemistry from the University of Copenhagen.
PHILIP R. TRACY. Mr. Tracy has been a director of the Company since
October 1995 and Chairman of the Board since May 1996. Mr. Tracy is presently of
counsel to Smith, Anderson, Blount, Dorsett, Mitchell and Jernigan, a law firm
in Raleigh, North Carolina. From 1989 until its sale to Glaxo Inc. in 1995, Mr.
Tracy was President and Chief Executive Officer of Burroughs Wellcome Co. and a
member of the Board of Directors of Burroughs Wellcome Co. and its parent
organizations, The Wellcome Foundation Limited and Wellcome plc. From 1974 to
1989, Mr. Tracy held several positions in the legal department of Burroughs
Wellcome Co., including as Vice President, Secretary and General Counsel from
1981 to 1989. Mr. Tracy currently serves as a director of Pharmanetics, Inc. He
is also a venture partner in InterSouth Associates IV, LLC, a venture capital
fund that invests in early-stage technology and life sciences companies. He
received a B.A. from the University of Nebraska and his L.L.B. from George
Washington University.
PAUL M. HERRON. Mr. Herron has been Vice President and Chief Financial
Officer of the Company since September 1997. From 1994 to 1997, he was Director
of Finance and Investor Relations for Immunomedics, Inc. From 1990 to 1994, Mr.
Herron was employed by The Dupont Merck Pharmaceutical Co. as Finance Manager
for two of the company's operating businesses, radiopharmaceuticals from 1990 to
1991 and multi-source products from 1991 to 1994. Previously, he served for 14
years with the Finance Department of E. I. DuPont de Nemours &
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<PAGE>
Co. in a variety of corporate finance assignments, including accounting, taxes,
and employee benefits. Mr. Herron received an M.B.A. from Duke University and a
B.A. in economics from Trinity College in Hartford, Connecticut.
CECILIA BRYANT. Ms. Bryant has been Vice President--Legal Affairs,
Secretary and General Counsel of the Company since September 1996 on a part-time
basis. Ms. Bryant was an attorney with the Securities and Exchange Commission
from 1973 to 1976, in private practice from 1976 to 1978, Special Counsel of
Voyager Insurance Companies from 1978 to 1986, and in private practice
thereafter. Ms. Bryant served from 1982 to 1989 on the Florida University System
Board of Regents and in 1989 was its Vice Chairman. Ms. Bryant received her law
degree from the University of Florida, was previously an NASD Limited Principal,
and is a Certified Life Underwriter (CLU) and a Chartered Financial Consultant
(ChFC). She is an Associate Professor at Florida Coastal School of Law and a
director of SunTrust Bank of North Florida, N.A.
RONALD W. SANDA. Mr. Sanda has been Vice President--Manufacturing and
Operations of the Company since July 1994. Mr. Sanda was Director, Quality
Assurance of Houston Biotechnology Incorporated from 1988 to 1994. From 1986 to
1988, Mr. Sanda was Director, Quality Assurance of Biospecific Technologies,
Inc. From 1961 to 1986, Mr. Sanda was employed by Ben Venue Laboratories, Inc.
in various quality assurance and GMP compliance functions. Mr. Sanda has a B.S.
in Chemistry from Kent State University.
MICHAEL T. CULLEN, M.D.. Dr. Cullen has been Vice President and Medical
Director of the Company since September 1998. Prior to joining SunPharm, he was
Vice President, Clinical Consulting for IBAH Clinical Consulting Services from
1997 to 1998, and from 1995 to 1997 Vice President and Medical Director for IBAH
U.S. Business Development. From 1994 to 1995, Dr. Cullen was CEO and co-founder
of IDD Medical, Inc., and assistant and associate director, Clinical Research
for 3M Pharmaceuticals from 1988 to 1994. Previously, he was a consultant in
internal medicine in Owatonna, Minnesota from 1977 to 1988, and served with the
National Center for Disease Control from 1972 to 1974. Dr. Cullen is board
certified in internal medicine and earned his M.D. at the University of
Minnesota Medical School in 1971. He also received an M.B.A. from the University
of St. Thomas in St. Paul, Minnesota in 1991.
CHARLES L. DIMMLER III. Mr. Dimmler has been a director of the Company
since 1997. Mr. Dimmler has been an operating officer of Cross Atlantic
Partners, Inc. and an investment officer of the Cross Atlantic Partners Funds
since 1994. From 1988 to 1994, he was a General Partner of the former Hambro
International Equity Partners. During the period 1986-88, Mr. Dimmler operated
Metcalf Ross & Company, a business he formed to manage and commercialize
intellectual property owned by prominent medical research institutions in the
United States. Mr. Dimmler's experience in entrepreneurship and venture
development originates from 1982 when he co-founded Applied Immune Sciences,
Inc., a Santa Clara, California-based company which is now a unit of RPR Gencell
(Rhone-Poulenc Rorer). Mr. Dimmler serves on the board of GeneLogic, Inc., as
well as several publicly privately held portfolio companies which specialize in
human health care. He also serves as a venture advisor to Burrill & Company, a
San Francisco based private merchant banking concern.
JERRY T. JACKSON. Mr. Jackson has been a director of the Company since
August 1996. From 1965 until his retirement in 1995, Mr. Jackson was employed
with Merck & Co., Inc. in various senior management positions, including at his
retirement Executive Vice President of Merck & Co., Inc. Mr. Jackson currently
serves as a director on the boards of Crescendo Pharmaceuticals Corp., Cor
Therapeutics, Inc. and Molecular Biosystems, Inc. and as Chairman of Transcend
Therapeutics, Inc.
ROBERT S. JANICKI, M.D. Dr. Janicki has been a director of the Company
since 1991 and a member of the Pharmaceutical Advisory Board since 1993. From
1969 until his retirement as Senior Vice President for Scientific & Medical
Affairs in 1992, Dr. Janicki was employed by Abbott Laboratories. From 1968 to
1969, he was Associate Medical Director of Union Carbide Corporation's
pharmaceutical division, and from 1966 to 1968, he was Associate Director of
Clinical Research for the Dow Pharmaceutical Division of Dow Chemical Company.
Dr. Janicki served as a director of Cetus Corporation prior to its merger with
Chiron Corporation and currently serves as a director of Afferon Corporation
(Wayne, Pennsylvania), a privately-held pharmaceutical company. He is
3
<PAGE>
presently engaged as a consultant to several health care companies. Dr. Janicki
received his M.D. from Temple University School of Medicine.
JAY MOORIN. Mr. Moorin has been a director of the Company since
November 1997. Mr. Moorin is currently a partner in ProQuest, a venture capital
firm that focuses its investments in oncology. From 1991 to 1998 he was
Chairman, President and Chief Executive Officer of Magainin Pharmaceuticals,
Inc., a public biopharmaceutical company engaged in identifying and developing
compounds from the host defense systems of animals. Prior to joining Magainin,
Mr. Moorin served as a Managing Director at Bear, Stearns & Co., Inc.,
responsible for health care investment banking, and in other capacities from
1988 to 1991. From 1983 to 1988, he was employed by E.R. Squibb & Co., Inc.,
first as Corporate National Accounts Director and subsequently as Vice President
of Marketing and Business Development at the Squibb Mark Division.
ROBERT A. SCHOELLHORN. Mr. Schoellhorn has been a director of the
Company since 1993. Mr. Schoellhorn is presently Chairman and Chief Executive
Officer of Marathon Coach, Inc. (Eugene, Oregon), a privately held company owned
by Mr. Schoellhorn and certain members of his family which manufactures luxury
motor coaches. From 1973 until his retirement in 1990, Mr. Schoellhorn was
employed with Abbott Laboratories in various senior management positions,
including Chief Executive Officer since 1979 and Chairman of the Board since
1981. For 26 years prior to joining Abbott, Mr. Schoellhorn held various
management positions with American Cyanamid Corporation. Mr. Schoellhorn is
presently Chairman and Chief Executive Officer of Outdoor Resorts of America,
Inc., a developer and operator of luxury recreational resorts. In addition, Mr.
Schoellhorn is on the board of First Community Bank of the Desert, and has
previously served on the boards of SCM Corporation, Pillsbury, ITT and Shell Oil
Company. He is a graduate of the Philadelphia College of Textiles and Science,
where he majored in chemistry.
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and officers, and persons who own more than 10%
of the Common Stock, to file initial reports of ownership and reports of changes
in ownership (Forms 3, 4, and 5) of Common Stock with the Securities and
Exchange Commission (the "SEC") and The Nasdaq Stock Market. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all such forms that they file.
The Company believes that during the fiscal year ended December 31,
1998, all Section 16(a) filing requirements applicable to its officers,
directors and 10% stockholders were complied with in a timely manner, except for
reports on Form 5 for all officers and directors which were filed in May 1999.
4
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning
compensation paid or accrued during the last three years to the Company's
President and Chief Executive Officer and to each of the other executive
officers of the Company, determined as of the end of the last fiscal year, whose
annual compensation exceeded $100,000 (the "Named Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------------
NAME AND PRINCIPAL POSITION YEAR ANNUAL COMPENSATION SECURITIES
--------------------------- ---- ---------------------- UNDERLYING OPTIONS ALL OTHER
SALARY BONUS (NUMBER OF SHARES) COMPENSATION
-------- -------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Stefan Borg 1998 $200,000 $ -- -- --
President and Chief 1997 190,833 15,000 25,000 --
Executive Officer 1996 163,125 18,750 -- --
Paul M. Herron 1998 $125,000 $ -- -- $ 11,145(2)
Vice President and Chief 1997 36,458(1) -- 50,000 --
Financial Officer 1996 -- -- -- --
Ronald W. Sanda 1998 $112,500 $ -- -- --
Vice President-Manufacturing 1997 103,444 4,300 7,500 --
and Operations 1996 102,812 7,500 -- --
</TABLE>
- ----------
(1) Mr. Herron commenced employment in September 1997.
(2) Relocation expenses.
OPTION GRANTS IN 1998
No stock options were granted during the year ended December 31, 1998,
to the Company's Chief Executive Officer or to the other executive officers
included in the Summary Compensation Table.
OPTION VALUES
The following table provides information concerning the value of
unexercised options held as of December 31, 1998 the Company's Chief Executive
Officer and its other executive officers named in the Summary Compensation Table
(no options were exercised during such year). The fair market value of the
shares of Common Stock underlying such options was determined by using the
closing bid price of the Company's Common Stock, which was $1.00 per share as of
December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NAME OPTIONS HELD AT DECEMBER 31, 1998 OPTIONS HELD AT DECEMBER 31, 1998
---- --------------------------------- ---------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Stefan Borg 53,615 18,125 $ 53,615 $ 18,125
Paul M. Herron 10,417 39,583 10,417 39,583
Ronald W. Sanda 50,406 6,044 50,406 6,044
</TABLE>
5
<PAGE>
EMPLOYMENT AGREEMENTS
Messrs. Borg, Herron, Sanda and Dr. Cullen have each entered into
employment agreements with the Company which are renewed on a year to year
basis; provided however, that either party may thereafter terminate the
agreement on sixty days' notice subject to the employee's right to receive
either full salary continuation for up to six months or one-half salary
continuation for twelve months in the event of termination without cause, except
for Mr. Borg, who is entitled to one year's salary as severance pay. The
President has a policy of reviewing the salary of employees on an annual basis
and may make salary and bonus recommendations to the Compensation Committee. Mr.
Borg's, Herron's and Sanda's and Dr. Cullen's current annual salaries are
$200,000, $125,000, $112,500 and $175,000, respectively. Bonuses are payable at
the discretion of the Compensation Committee, depending on the performance of
the individual and the financial position of the Company. No bonuses were paid
in 1998.
The Company has engaged Dr. Bergeron as its Chief Scientific Consultant
in the areas of polyamine analogues and metal chelators on an exclusive basis
through December 2000, at a current rate of $96,000 per year. Such agreement may
be terminated by the Company in the event the Sponsored Research Agreement with
the University of Florida Research Foundation terminates.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table presents certain information regarding the
beneficial ownership of the Company's Common Stock as of March 31, 1999 by (i)
each person who is known by the Company to own beneficially more than five
percent of the outstanding shares of Common Stock, (ii) each director of the
Company, (iii) the Company's chief executive officer and each of the other Named
Executive Officers and (iv) all directors and executive officers as a group.
Except as described below, each of the persons listed in the table has sole
voting and investment power with respect to the shares listed.
<TABLE>
<CAPTION>
SERIES A SERIES B
COMMON STOCK PREFERRED STOCK PREFERRED STOCK
---------------------- ---------------------- -----------------------
PERCENTAGE PERCENTAGE PERCENTAGE
NAME NUMBER OF BENEFICIALLY NUMBER OF BENEFICIALLY NUMBER OF BENEFICIALLY
---- SHARES(1) OWNED SHARES(1) OWNED SHARES(1) OWNED
--------- ------------ --------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cross Atlantic Partners Funds(2)..... 1,428,572 18.7% -- -- -- --
New York Life Insurance Company(3)... 1,142,858 15.3% -- -- --
Pensionskassen for
Vaerkstedfunktionaerer i Jernet(4)... 617,261 8.8% 123,375 41.1% -- --
Stefan Borg(5)....................... 521,098 7.5% -- -- -- --
Apoteksassistenternes Pensionskasse(6) 474,404 6.7% 123,375 41.1% -- --
InterSouth Partners III, L.P.(7)..... 467,559 6.6% 25,000 8.3% --
University of Florida Research
Foundation, Inc.(8).................. 342,760 5.0% -- -- -- --
Uni-invest(9)........................ 250,000 3.6% -- -- 66,667 100.0%
Philip R. Tracy(10).................. 70,000 1.0% -- -- -- --
Charles L. Dimmler, III(11).......... 1,476,275 21.2% 1,750 * -- --
Jerry T. Jackson(12)................. 35,000 * -- -- -- --
Robert S. Janicki(13)................ 188,397 2.7% -- -- -- --
Jay Moorin(14)....................... 30,000 * -- -- -- --
Robert A. Schoellhorn(15)............ 154,350 2.2% -- -- -- --
Paul M. Herron(16)................... 18,383 * -- -- -- --
Ronald W. Sanda (17)................. 50,664 * -- -- -- --
All executive officers and directors
as a group (11 persons) (5)(10)-(17). 2,612,630 31.9% 6,108 2.0% -- --
</TABLE>
6
<PAGE>
* Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares of
Common Stock beneficially owned by a person and the percentage ownership
of that person, shares of Common Stock subject to options or warrants held
by that person that are currently exercisable or exercisable within 60
days of March 31, 1999, are deemed outstanding, as well as any shares of
Series A or Series B Redeemable Convertible Preferred Stock held by that
person. Such shares, however, are not deemed outstanding for the purpose
of computing the percentage ownership of each other person. Except as
indicated in the footnotes to this table and pursuant to applicable
community property laws, each stockholder named in the table has sole
voting and investment power with respect to the shares set forth opposite
such stockholder's name.
(2) The business address of the Cross Atlantic Partners Funds is c/o Cross
Atlantic Partners, Inc., 650 Madison Avenue, 21st Floor, New York, NY
10022. Includes warrants to purchase 714,286 shares of Common Stock.
(3) The business address of New York Life Insurance Co. is 51 Madison Avenue,
New York, NY 10010. Includes warrants to purchase 571,429 shares of Common
Stock.
(4) The business address of Pensionskassen for Vaerkstedfunktionaerer i Jernet
is 12 Sankt Annae Plads-DK 1250, Copenhagen K, Denmark. Includes 123,375
shares of Series A Redeemable Convertible Preferred Stock.
(5) Mr. Borg's business address is The Veranda, Suite 301, 814 Highway A1A,
Ponte Vedra Beach, FL 32082. Includes options to purchase 55,698 shares of
Common Stock.
(6) The business address of Apoteksassistenternes Pensionskasse is Hojbro
Plads 6-DK 1200, Copenhagen K, Denmark. Includes 123,375 shares of Series
A Redeemable Convertible Preferred Stock.
(7) The business address of InterSouth Partners III, L.P. is One Copley
Parkway, Suite 102, Morrisville, NC 27560. Includes (i) warrants to
purchase 171,429 shares of Common Stock and (ii) 25,000 shares of Series A
Redeemable Convertible Preferred Stock.
(8) The business address of the University of Florida Research Foundation,
Inc. is 223 Grinter Hall, Gainesville, FL 32611. Dr. M. Jack Ohanian,
President of the Foundation, has investment and voting control over such
shares.
(9) The business address of Uni-invest is Nyropsgade 17, DK 1602, Copenhagen,
Denmark. Includes 66,667 shares of Series B Redeemable Convertible
Preferred Stock.
(10) Mr. Tracy's business address is 2500 First Union Capital Center, Raleigh,
NC 27602. Includes options to purchase 70,000 shares of Common Stock.
(11) Mr. Dimmler's business address is 650 Madison Avenue, 21st Floor, New
York, NY 10022. Includes (i) 3,592 shares of Common Stock, warrants to
purchase 790 shares of Common Stock, and 700 shares of Series A
Convertible Preferred Stock held by Mr.Dimmler's children, (ii) 1,428,572
shares beneficially owned by Cross Atlantic Partners Funds (including
warrants to purchase 714,286 shares), of which Mr. Dimmler is an
affiliate, (iii) options to purchase 35,000 shares of Common Stock, and
(iv) 5,387 shares of Common Stock, warrants to purchase 1,184 shares of
Common Stock, and 1,050 shares of Series A Convertible Preferred Stock
held jointly by Mr. Dimmler and his wife.
(12) Mr. Jackson's business address is 7212 N. Secret Canyon Drive, Tucson, AZ
85718. Includes options to purchase 35,000 shares of Common Stock.
7
<PAGE>
(13) Dr. Janicki's business address is The Veranda, Suite 301, 814 Highway A1A,
Ponte Vedra Beach, FL 32082. Includes options to purchase 66,547 shares of
Common Stock and warrants to purchase 1,000 shares of Common Stock.
(14) Mr. Moorin's business address is One Palmer Square, Suite 425, Princeton,
NJ 08542. Includes options to purchase 30,000 shares of Common Stock.
(15) Mr. Schoellhorn's business address is 91333 Coburg Industrial Way, Coburg,
OR 97408. Includes options to purchase 58,950 shares of Common Stock and
warrants to purchase 79,400 shares of Common Stock. All shares and
warrants are held by The Robert A. Schoellhorn Trust dated June 26, 1989,
of which Mr. Schoellhorn serves as Trustee.
(16) Mr. Herron's business address is The Veranda, Suite 301, 814 Highway A1A,
Ponte Vedra Beach, FL 32082. Includes options to purchase 17,083 shares of
Common Stock.
(17) Mr. Sanda's business address is The Veranda, Suite 301, 814 Highway A1A,
Ponte Vedra Beach, FL 32082. Includes options to purchase 50,664 shares of
Common Stock.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On March 31, 1997, the Company loaned Mr. Borg $87,491 at 8% per annum,
due March 31, 1998; this loan has been extended by the Board at a current
interest rate of 8% per annum. A total of $114,816 was outstanding on this loan
on March 31, 1999.
The Company entered into License Agreements with the University of
Florida Research Foundation, Inc. in December 1991 and October 1995. The Company
has issued the Foundation a total of 342,760 shares of Common Stock in partial
consideration for the rights granted under the License Agreements, and has
ongoing royalty obligations under the License Agreements. The Company is a party
to a Sponsored Research Agreement with the Foundation under which the Company
has agreed to fund research at the University of Florida through the year 2000
at a cost of approximately $875,000 per year.
On March 31, 1997, the Company sold an aggregate of 714,286 units
("Units") each consisting of one share of Common Stock and a warrant to purchase
one share of Common Stock, to Cross Atlantic Partners K/S and Cross Atlantic
Partners II K/S (together, "Cross Atlantic") at a price of $3.50 per Unit. Mr.
Dimmler is an affiliate of Cross Atlantic. In addition, Mr. Dimmler and members
of his family purchased 4,000 Units at the same price.
8
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Issuer caused
this amendment to the annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SUNPHARM CORPORATION
By: /s/ PAUL M. HERRON
--------------------------------------
Paul M. Herron
Vice President and
Chief Financial Officer
Date: May 12, 1999
