<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 27, 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: 000-20198
------------------------
CHOLESTECH CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 94-3065493
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3347 INVESTMENT BLVD., HAYWARD, CALIFORNIA 94545
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 732-7200
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
None None
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, NO PAR VALUE
SERIES A PARTICIPATING PREFERRED STOCK, NO PAR VALUE
(TITLE OF CLASS)
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 [ ]
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 the 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. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing sale price of the Common Stock on March
27, 1998 as reported on the Nasdaq National Market, was approximately
$125,972,901. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
As of March 27, 1998, registrant had outstanding 11,402,084 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information required by this item concerning executive officers is
set forth in Part I of this Report under "Business -- Executive Officers of the
Company."
DIRECTORS
The following table sets forth certain information concerning the directors
of the Company and their ages as of March 31, 1998:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Warren E. Pinckert II......... 54 President, Chief Executive Officer and Director
Harvey S. Sadow, 75 Chairman of the Board
Ph.D.(1)(2).................
Joseph Buchman, M.D.(1)....... 68 Director
John L. Castello(2)........... 62 Director
John H. Landon................ 57 Director
H.R. Shepherd(1).............. 77 Director
Larry Y. Wilson............... 48 Director
</TABLE>
- ---------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
Warren E. Pinckert II has served as President, Chief Executive Officer and
a director of the Company since June 1993. Mr. Pinckert served as Executive Vice
President of Operations of the Company from 1991 to June 1993 and as Chief
Financial Officer and Vice President of Business Development of the Company from
1989 to June 1993. Mr. Pinckert also served as Secretary of the Company from
1989 to January 1997. Prior to joining the Company, Mr. Pinckert was Chief
Financial Officer of Sunrise Medical Inc., an international durable medical
equipment manufacturer, from 1983 to 1989. Mr. Pinckert also serves on the Board
of Directors of PacifiCare Health Systems, Inc., a managed care organization.
Mr. Pinckert earned a B.S. in Accounting and a M.B.A. from the University of
Southern California and is a certified public accountant.
Harvey S. Sadow, Ph.D. has been a director of the Company since January
1990 and has served as Chairman of the Board since 1992. Dr. Sadow was President
and Chief Executive Officer of Boehringer Ingelheim Corporation, a health care
company, from 1971 to 1988, and of Boehringer Ingelheim Pharmaceuticals, Inc.,
an ethical specialty pharmaceutical company, from 1984 to 1988. In 1988, upon
his retirement, Dr. Sadow became Chairman of the Board of Directors of both
Boehringer Ingelheim Corporation and Boehringer Ingelheim Pharmaceuticals, Inc.
Dr. Sadow retired as Chairman of both companies in 1990 but remained on their
Boards of Directors until 1992. Dr. Sadow is Chairman of Acacia Biosciences,
Inc., a drug discovery technology company; Chairman of Cortex Pharmaceuticals,
Inc., a neuroscience company; a director of Penederm Incorporated, a developer
and marketer of specialized dermatology products; a director of Anika
Therapeutics, Inc., a hyaluronic acid technology specialty company; a director
of Trega Biosciences, Inc., a drug discovery company and a director of several
privately held companies in the health care field. Dr. Sadow earned a B.S. from
the Virginia Military Institute, a M.S. from the University of Kansas and a
Ph.D. from the University of Connecticut.
Joseph Buchman, M.D. has been a director of the Company since July 1994.
Dr. Buchman is a practicing physician with a private practice in Connecticut.
Dr. Buchman is a certified member of the American Board of Internal Medicine and
Cardiovascular Disease. Dr. Buchman is currently Director of the Preventive
Cardiology Program for Danbury Hospital Health Services, and has been a member
of the Cardiothoracic and Vascular Group, a professional corporation in
Connecticut, since 1992. Prior to 1992, Dr. Buchman maintained a private medical
practice. Dr. Buchman has published numerous articles on the subject of coronary
risk factors. Dr. Buchman earned a B.A. from Wesleyan University and a M.D. from
New York University, College of Medicine.
1
<PAGE> 3
John L. Castello has been a director of the Company since August 1993. Mr.
Castello is the Chairman of the Board of XOMA Corporation ("XOMA"), a
biotechnology company. Mr. Castello joined XOMA in April 1992 after serving as
President and Chief Operating Officer of the Ares Serono Group, Inc., a Swiss
ethical pharmaceutical company, from 1986 to 1991, and prior to that Mr.
Castello was President of the Serano Diagnostics division from 1986 to 1988.
From 1977 to 1986, Mr. Castello held senior management positions at Amersham
International PLC and Abbott Laboratories. Mr. Castello also serves on the Board
of Directors of Metra Biosystems. Mr. Castello earned a B.S. in Mechanical and
Industrial Engineering from Notre Dame University.
John H. Landon has been a director of the Company since December of 1997.
Mr. Landon served as Vice President and General Manager, Medical Products of
DuPont from 1992 to 1996. Prior to that, Mr. Landon served in various capacities
at E.I. duPont de Nemours and Company ("DuPont"), including Vice President and
General Manager, Diagnostics and Biotechnology from 1990 to 1992, Director of
Diagnostics from 1988 to 1990, Business Director of Diagnostic Imaging from 1985
to 1988 and in various other professional and management positions at DuPont
from 1962 to 1985. Mr. Landon is also a director of Digene Corporation and a
director and member of the Executive Committee of Christiana Care Corporation, a
firm created by the merger of the Medical Center of Delaware, Mid-Atlantic
Health Systems, and several other healthcare entities. Previously, Mr. Landon
served as a director of The DuPont Merck Pharmaceutical Company and the Health
Industry Manufacturers Association. Mr. Landon earned a B.S. in Chemical
Engineering from the University of Arizona.
H. R. Shepherd has been a director of the Company since July 1994. Mr.
Shepherd is a special advisor to the Chairman of the Board of Directors of
Medeva PLC ("Medeva"), an international pharmaceutical company, and is a founder
and Chairman of the Board of Directors of the Albert B. Sabin Vaccine Institute
at Georgetown University. Mr. Shepherd is also an adjunct professor in the
Department of Microbiology and Immunology at the Georgetown University Medical
Center. Mr. Shepherd served as Chairman and Chief Executive Officer of Armstrong
Pharmaceuticals, Inc., a company specializing in aerosol pharmaceutical
packaging and labeling, from 1985 to 1993, before it was acquired by Medeva. Mr.
Shepherd earned a B.S. from Cornell University and a Honorary Doctorate of
Humane Letters from Villanova University.
Larry Y. Wilson has been a director of the Company since May 1998. Since
1987, Mr. Wilson has served as the Executive Vice President and Chief Operating
Officer of Catholic Healthcare West ("Catholic Healthcare"), a health care
system that operates 38 acute care facilities and eight medical groups of the
CHW Medical Foundation in Arizona, California and Nevada. Prior to that time,
Mr. Wilson served as the Executive Vice President and Chief Financial Officer of
Mercy Health System, a predecessor of Catholic Healthcare, from 1983 to 1986,
and as a principal of the Health and Medical Division of Booz Allen & Hamilton,
a consulting company, from 1979 to 1983. Mr. Wilson also serves as a director of
PriMed Medical Management, Inc., the entity that operates the Hill Physicians
Medical Group. Mr. Wilson earned a B.A. in English from Harvard University and
an M.B.A. from Stanford University.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act and regulations of the Securities and
Exchange Commission thereunder require the Company's executive officers and
directors and persons who own more than ten percent of a registered class of the
Company's equity securities to file reports of initial ownership and changes in
ownership with the Securities and Exchange Commission. Based solely on its
review of copies of such forms received by the Company, or on written
representations from certain reporting persons that no other reports were
required to be filed for such persons, the Company believes that with the
exception of H.R. Shepherd who failed to timely file a report on Form 4 as
required to report a single transaction, all of the Section 16(a) filing
requirements applicable to its executive officers, directors and ten percent
shareholders were complied with during or with respect to the period from March
29, 1997 to March 27, 1998.
2
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION
The following table shows compensation paid by the Company for services
rendered during fiscal years 1998, 1997, and 1996 for the Chief Executive
Officer and the four other most highly compensated executive officers of the
Company (the "Named Executive Officers") whose compensation exceeded $100,000 in
fiscal 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION(1) OPTIONS(#) COMPENSATION(2)($)
- --------------------------- ---- --------- -------- --------------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Warren E. Pinckert II.... 1998 $194,167 $ -- $ -- 40,000 $5,308
President and Chief 1997 167,461 8,000(5) -- 115,000 4,378
Executive Officer 1996 145,440 -- -- 10,000 6,050
Andrea J. Tiller(3)...... 1998 130,833 -- -- 25,000 2,656
Vice President, Finance, 1997 42,147 -- -- 80,000 868
Chief Financial Officer, 1996 -- -- -- -- --
Treasurer and Secretary
Gary E. Hewett........... 1998 144,646 -- 6,661 25,000 4,375
Vice President of 1997 137,150 6,500(5) 2,225 17,500 3,394
Diagnostic Development 1996 131,191 -- 39,336 -- 1,863
Steven L. Barbato........ 1998 130,833 -- -- 25,000 7,512
Vice President of 1997 114,005 5,250(5) -- 50,000 5,995
Manufacturing 1996 106,050 -- -- 3,000 5,914
Mark J. Kussman(4)....... 1998 145,833 -- 11,138 25,000 7,564
Vice President of Sales 1997 89,654 -- 46,794 70,000 3,413
and Marketing 1996 -- -- -- -- --
</TABLE>
- ---------------
(1) The amounts described hereunder were paid by the Company as follows: In
fiscal 1998, to Mr. Hewett, $6,661 for compensation paid in connection with
the Company's Research and Development Incentive Program and to Mr. Kussman,
$11,138 for forgiveness of interest and principal on a relocation loan from
the Company. In fiscal 1997, to Mr. Hewett, $2,225 for the compensation paid
in connection with the Company's Research and Development Incentive Program
and to Mr. Kussman, $5,656 for forgiveness of interest and principal on a
relocation loan from the Company and $41,138 for moving, temporary living
and other expenses in connection with his relocation. In fiscal 1996, to Mr.
Hewett, $35,640 forgiveness of a loan and $3,696 for the compensation paid
in connection with the Company's Research and Development Incentive Program.
(2) The amounts described hereunder were paid by the Company for premiums on
group term life insurance, medical and dental insurance and long term
disability insurance.
(3) Ms. Tiller joined the Company as its Chief Financial Officer in December
1996.
(4) Mr. Kussman joined the Company as its Vice President of Sales and Marketing
in August 1996.
(5) Bonus pursuant to Wage Freeze Bonus Plan of 1994.
3
<PAGE> 5
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information relating to stock options awarded
to each of the Named Executive Officers during the fiscal year ended March
27,1998. All such options were awarded under the Company's 1988 Stock Incentive
Program.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------ VALUE AT ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK PRICE
NUMBER OF OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM(5)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ------------------------
NAME GRANTED FISCAL YEAR(1) SHARE(2)(3) DATE(4) 5% 10%
---- ---------- -------------- ----------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Warren E. Pinckert II............. 40,000 8.89% $6.44 8/22/02 $ 71,143 $ 157,206
Andrea J. Tiller.................. 25,000 5.55% 6.44 8/22/02 $ 44,464 98,254
Gary E. Hewett.................... 25,000 5.55% 6.44 8/22/02 44,464 98,254
Steven L. Barbato................. 25,000 5.55% 6.44 8/22/02 44,464 98,254
Mark J. Kussman................... 25,000 5.55% 6.44 8/22/02 44,464 98,254
</TABLE>
- ---------------
(1) Based on an aggregate of 449,893 options granted under the 1988 Stock
Incentive Program and the 1997 Stock Incentive Program.
(2) Options were granted at an exercise price equal to the fair market value of
the Company's Common Stock, as determined by the Board of Directors on the
date of grant.
(3) Exercise price and tax withholding obligations related to exercise may be
paid in cash, check, promissory note, by delivery of already-owned shares of
the Company's Common Stock subject to certain conditions, or pursuant to a
cashless exercise procedure under which the optionee provides irrevocable
instructions to a brokerage firm to sell the purchased shares and to remit
to the Company, out of the sale proceeds, an amount equal to the exercise
price plus all applicable withholding taxes.
(4) The stock options granted in the fiscal year ended March 27, 1998 are
generally exercisable starting three months after the date of grant, with
6.25% of the shares covered thereby becoming exercisable at that time and
with an additional 6.25% of the option shares becoming exercisable at the
end of each three month period thereafter, with full vesting occurring on
the fourth anniversary of the date of grant. Under the 1988 Stock Incentive
Program, the Board retains the discretion to modify the terms, including the
price, of outstanding options.
(5) Potential realizable value is based on the assumption that the Common Stock
of the Company appreciates at the annual rate shown (compounded annually)
from the date of grant until the expiration of the five year option term.
These numbers are calculated based on the requirements promulgated by the
Securities and Exchange Commission and do not reflect the Company's estimate
of future stock price growth.
4
<PAGE> 6
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth, for each of the Named Executive Officers,
the aggregated option exercises in the last fiscal year and the year end value
of unexercised options.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED ON VALUE OPTIONS IN-THE-MONEY
NAME EXERCISE(#) REALIZED(#)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(#)(2)
---- -------------- -------------- ------------------------- --------------------------------
<S> <C> <C> <C> <C> <C>
Warren E. Pinckert
II................... -- -- 298,828/116,130 $3,371,905 $1,148,800
Andrea J. Tiller....... -- -- 26,874/ 78,126 258,523 736,539
Gary E. Hewett......... -- -- 79,687/ 32,813 896,546 301,489
Steven L. Barbato...... 25,000 $ 90,625 39,187/ 58,813 430,528 574,467
Mark J. Kussman........ -- -- 26,874 68,126 271,404 661,127
</TABLE>
- ---------------
(1) Market value of underlying securities at date of exercise less the exercise
price, but does not necessarily indicate that the optionee sold the
underlying stock.
(2) Market value of the Common Stock as of March 27, 1998 minus the exercise
price.
DIRECTORS' COMPENSATION
Non-employee directors receive a $1,000 monthly retainer and a $1,000
director's meeting fee for each Board meeting they attend. Non-employee
directors also receive a $500 fee for each meeting of the Audit or Compensation
Committee or Nominating Committee attended that is not in conjunction with a
regular board meeting. In addition, the 1988 Stock Incentive Program and the
1997 Stock Incentive Program provide that options to purchase the Company's
Common Stock may be granted to non-employee directors pursuant to a
non-discretionary, automatic grant mechanism, whereby each such director is
granted an option to purchase 10,000 shares on the date of each Annual Meeting
of Shareholders or an initial grant of 5,000 shares upon becoming a member of
the Board of Directors if the date such director joins the Board is within six
months of the most recent Annual Meeting of Shareholders. In August 1997,
pursuant to the provisions of the 1988 Stock Incentive Program, Dr. Buchman, Mr.
Castello, Dr. Sadow and Mr. Shepherd were each granted nonstatutory options to
purchase 10,000 shares of the Company's Common Stock at an exercise price of
$6.44 per share. Mr. Landon was granted a nonstatutory option to purchase 5,000
shares of the Company's Common Stock in December 1997 at an exercise price of
$10.06 per share pursuant to the 1988 Stock Incentive Program when he joined the
Company's Board of Directors.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
The Board of Directors has approved a twelve month wage and benefits
continuation package, including but not limited to, twelve months acceleration
of stock option vesting and medical and dental coverage for Mr. Pinckert. In the
event he is terminated by the Company, for any or no reason, Mr. Pinckert will
be paid, in a lump sum, within thirty days of the date of such termination, an
amount equal to one year's salary, at the rate of his salary in effect
immediately prior to such termination (minus applicable withholding).
The Board of Directors has approved a six month wage and benefits
continuation package, including, but not limited to, six months acceleration of
stock option vesting and medical and dental coverage for Mr. Barbato, Mr.
Kussman and Ms. Tiller. In the event any of such individuals is terminated by
the Company, for any or no reason, he or she will be paid, in a lump sum, within
thirty days of the date of such termination, an amount equal to six months
salary, at the rate of his or her salary in effect immediately prior to such
termination (minus applicable withholding).
In addition, the Board of Directors has approved a three month wage and
benefits continuation package, including, but not limited to, three months
acceleration of stock option vesting and medical and dental coverage for Mr.
Hewett. In the event he is terminated by the Company, for any or no reason, Mr.
Hewett will be paid, in a lump sum, within thirty days of the date of such
termination, an amount equal to three months salary, at the rate of his salary
in effect immediately prior to such termination (minus applicable withholding).
5
<PAGE> 7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of March 27, 1998: (i) by each
person known to the Company to be the beneficial owner of more than five percent
of the outstanding shares of Common Stock, (ii) by each director, (iii) by the
Chief Executive Officer and the Named Executive Officers, and (iv) by all
directors and executive officers as a group. Except as otherwise noted, the
shareholders named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to applicable community property laws.
<TABLE>
<CAPTION>
SHARES PERCENTAGES
BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OWNED(1) OWNED(1)
---------------- ------------ ------------
<S> <C> <C>
Kopp Investment Advisors, Inc.(2)........................... 1,488,440 13.1%
6600 France Avenue South
Suite 672
Edina, MN 55433
The Kaufmann Fund, Inc.(3).................................. 800,000 7.0
140 East 45th Street, 43rd Floor
New York, NY 10017
U.S. Bancorp(4)............................................. 573,122 5.0
601 2nd Avenue, South
Minneapolis, MN 55402-4302
Warren E. Pinckert II(5).................................... 383,870 3.3
Gary E. Hewett(6)........................................... 97,349 *
Harvey S. Sadow, Ph.D.(7)................................... 55,724 *
Steven L. Barbato(8)........................................ 44,687 *
Andrea J. Tiller(9)......................................... 35,437 *
John L. Castello(10)........................................ 35,000 *
Mark J. Kussman(11)......................................... 32,812 *
Joseph Buchman(12).......................................... 25,500 *
John H. Landon(13).......................................... 2,500 *
H.R. Shepherd(14)........................................... 2,500 *
Larry Y. Wilson............................................. -- *
All current directors and executive officers as a group (11
persons)(15).............................................. 715,379 6.0
</TABLE>
- ---------------
* Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal shareholders. Applicable percentage of ownership is based on
11,402,084 shares of Common Stock outstanding as of March 27, 1998 together
with applicable options for each such shareholder. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission, and includes voting and investment power with respect to
shares. Shares of Common Stock subject to options or warrants currently
exercisable or exercisable within 60 days after March 27, 1998 are deemed
outstanding for computing the percentage ownership of the person holding
such options or warrants, but are not deemed outstanding for computing the
percentage of any other person.
(2) Reflects ownership as reported on Schedule 13G/A dated February 9, 1998
with the Commission by Kopp Investment Advisors, Inc. ("KIA"). Represents
shares beneficially owned by (i) KIA, a registered investment advisor, (ii)
Kopp Holding Company ("Holding") and (iii) LeRoy C. Kopp individually and
through his ownership of a controlling interest in KIA, his position as
sole stockholder of Holding and his individual interests. KIA has sole
voting power over 379,000 shares of the Company's Common Stock, sole
dispositive power over 320,000 and shared dispositive power over 1,168,400
shares of the Company's Common Stock. Holding has beneficial ownership over
1,488,440. Mr. Kopp has sole
6
<PAGE> 8
voting and dispositive power over 51,200 shares of Common Stock and
beneficial ownership over 1,539,640 shares of Common Stock.
(3) Reflects ownership of the Company's Common Stock as reported to the
Securities and Exchange Commission on Form 13G/A by The Kaufmann Fund, Inc.
("Kaufmann") on January 29, 1998. Kaufmann is a registered investment
company pursuant to Section 8 of the Investment Company Act of 1940, as
amended. Includes 800,000 shares of Common Stock over which Kaufmann has
sole voting and dispositive power.
(4) Reflects ownership of the Company's Common Stock as reported to the
Securities and Exchange Commission on Form 13G/A by U.S. Bancorp on
February 13, 1998. U.S. Bancorp is a bank holding company registered
pursuant to the Bank Holding Company Act of 1956, as amended. Includes (i)
573,122 shares of Common Stock over which U.S. Bancorp has sole voting
power, (ii) 554,622 shares over which U.S. Bancorp has sole dispositive
power and (iii) 3,500 shares over which U.S. Bancorp has shared dispositive
power.
(5) Includes 309,128 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(6) Includes 82,343 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(7) Includes 37,500 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(8) Represents 44,687 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(9) Represents 33,437 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(10) Represents 35,000 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(11) Represents 32,812 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(12) Represents 25,500 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(13) Represents 2,500 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(14) Represents 2,500 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
(15) Includes 607,907 shares of Common Stock issuable pursuant to stock options
exercisable within 60 days after March 27, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
None.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of directors Sadow and Castello. There
are no interlocking relationships, as described by the Securities and Exchange
Commission, between the Compensation Committee members. Mr. Pinckert, President,
Chief Executive Officer and a director of the Company, participated in all
discussions and decisions regarding salaries and incentive compensation for all
employees and consultants to the Company, except that Mr. Pinckert was excluded
from discussions regarding his own salary and incentive compensation.
7
<PAGE> 9
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
<TABLE>
<S> <C>
(a)(3) Exhibits
3.1(2) Restated Articles of Incorporation of Registrant.
3.2(l) Bylaws of Registrant, as amended.
4.2(12) Preferred Share Rights Agreement dated January 22, 1997
between the Registrant and Chase Mellon Shareholder
Services, L.L.C., including the Certificate of
Determination, the form of Rights Certificate and Summary of
Rights attached thereto as Exhibits A, B and C,
respectively.
10.1(3) 1988 Stock Incentive Program and forms of agreements
thereunder.
10.2(15) Employee Stock Purchase Plan.
10.3(l) Standard Industrial Lease Agreement between Registrant and
Sunlife Assurance Company of Canada dated October 22, 1989.
10.3.1(8) First Amendment to Standard Industrial Lease Agreement
between Registrant and Sunlife Assurance Company of Canada
dated April 1995.
10.4(l) Forms of Indemnification Agreements between Registrant and
its officers and its directors.
10.5(l) Employment Agreement between Registrant and Edward L.
Erickson dated December 6, 1991.
10.6(l) Equipment Lease Agreement between Registrant and MMC/GATX
Partnership No. 1 dated August 17, 1990.
10.6.1(1) Revised Warrant to Purchase Series D Preferred Stock issued
to MMC/GATX Partnership No. 1.
10.7(l) Master Lease Agreement between Registrant and LINC Venture
Lease Partners II L.T. dated June 13, 1991.
10.7.1(1) Amendment No. 1 to Warrant issued to LINC Venture Lease
Partners II L.P.
10.8(l) Supply Agreement effective the 15th day of February 1991 by
and between Ciba Corning Diagnostics Corp. and the
Registrant.
10.9(4) Employment Agreement between Registrant and Steven L.
Barbato dated April 27, 1992.
10.10(4) Employment Agreement between Registrant and Robert J. Guyon
dated July 13, 1992.
10.11.1(5) Letter Agreement effective September 28, 1993 by and between
Union Bank and Registrant.
10.11.2(5) Promissory Note effective September 28, 1993 by and between
Union Bank and Registrant.
10.11.3(5) Security Agreement effective September 28, 1993 by and
between Union Bank and Registrant.
10.11.4(7) First Amendment to the Letter Agreement by and between Union
Bank and Registrant.
10.11.5(7) First Amendment to the Promissory Note by and between Union
Bank and Registrant.
10.11.6(10) Second Amendment to the Letter Agreement by and between
Union Bank and Registrant.
10.11.7(10) Second Amendment to the Promissory Note by and between Union
Bank and Registrant.
10.12(4) License Agreement between Registrant and Eastman Kodak
Company dated December 23, 1992.
10.13(6) Employment Agreement between Registrant and Linda H.
Masterson dated May 12, 1994.
10.14(9) Loan Agreement between Registrant and Phoenixcor, Inc. dated
August 31, 1995.
10.15(11)* Development, License and Distribution Agreement between
Registrant and Metra Biosystems, Inc. dated May 3, 1996.
10.16(11) Registration Rights Agreement between Registrant and Metra
Biosystems, Inc. dated May 3, 1996.
10.17.1(13) Letter Agreement effective December 20, 1996 by and between
Wells Fargo Bank and the Registrant.
</TABLE>
8
<PAGE> 10
<TABLE>
<S> <C>
10.17.2(13) Revolving Line of Credit Note effective December 20, 1996 by and between Wells Fargo Bank
and the Registrant.
10.17.3(13) General Pledge Agreement effective December 20, 1996 by and between Wells Fargo Bank and the
Registrant.
10.17.4(18) Revolving Line of Credit Note effective November 30, 1997 by and between Wells Fargo Bank
and Registrant.
10.18(14) Employment Agreement between Registrant and Mark J. Kussman dated August 8, 1996.
10.19(16) Consulting Agreement between Registrant and Warner-Lambert Company dated June 18, 1997.
10.20(17) 1997 Stock Incentive Program and Form of Agreement thereunder.
24.1+ Power of Attorney.
</TABLE>
- ---------------
* Confidential treatment has been granted by the Securities and Exchange
Commission with respect to certain portions of this exhibit. The redacted
portions have been filed separately with the Securities and Exchange
Commission.
+ Previously Filed.
(1) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-1 (No. 33-47603) which became effective on June 26,
1992.
(2) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-1 (No. 33-54300) which became effective on December 16,
1992.
(3) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-8 (No. 333-22475) as filed with the Securities and
Exchange Commission on February 28, 1997.
(4) Incorporated by reference to exhibits filed with Registrant's Annual Report
on Form 10-K for the year ended March 26, 1993.
(5) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 23, 1993.
(6) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 24, 1994.
(7) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 23, 1994.
(8) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995.
(9) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 29, 1995.
(10) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 29, 1995.
(11) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-1 (No. 333-03364) as declared effective by the
Commission on June 28, 1996.
(12) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form 8-A (No. 000-20198) as declared effective by the
Commission on March 27, 1997.
(13) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 27, 1996.
(14) Incorporated by reference to exhibits filed with Registrant's Annual Report
on Form 10-K for the fiscal year ended March 28, 1997.
(15) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-8 (No. 333-38147) as declared effective by the
Commission on October 17, 1997.
9
<PAGE> 11
(16) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 26, 1997.
(17) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-8 (No. 333-38151) that became effective on October 17,
1997.
(18) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 26, 1997.
(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K
during the quarter ended March 31, 1998.
(c) Exhibits. See Item 14(a)(3) above.
10
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 to the Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
CHOLESTECH CORPORATION
By: /s/ WARREN E. PINCKERT II
------------------------------------
Warren E. Pinckert II
President, Chief Executive Officer
and Director
Date: May 19, 1998
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, THIS AMENDMENT TO THE REPORT ON FORM 10-K HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
/s/ WARREN E. PINCKERT II President, Chief Executive May 19, 1998
- ----------------------------------------------------- Officer and Director
(Warren E. Pinckert II) (Principal Executive Officer)
/s/ ANDREA J. TILLER Vice President of Finance and May 19, 1998
- ----------------------------------------------------- Chief Financial Officer
(Andrea J. Tiller) (Principal Financial and
Accounting Officer)
HARVEY S. SADOW, PH.D.* Director May 19, 1998
- -----------------------------------------------------
(Harvey S. Sadow, Ph.D.)
JOSEPH BUCHMAN, M.D.* Director May 19, 1998
- -----------------------------------------------------
(Joseph Buchman, M.D.)
JOHN L. CASTELLO* Director May 19, 1998
- -----------------------------------------------------
(John L. Castello)
JOHN H. LANDON* Director May 19, 1998
- -----------------------------------------------------
(John H. Landon)
H.R. SHEPHERD* Director May 19, 1998
- -----------------------------------------------------
(H.R. Shepherd)
LARRY Y. WILSON* Director May 19, 1998
- -----------------------------------------------------
(Larry Y. Wilson)
*By /s/ ANDREA J. TILLER
------------------------------------------------
Andrea J. Tiller
Attorney-in-Fact
</TABLE>
11
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
----------- ------------------------------------------------------------ ------------
<S> <C> <C>
3.1(2) Restated Articles of Incorporation of Registrant.
3.2(l) Bylaws of Registrant, as amended.
4.2(12) Preferred Share Rights Agreement dated January 22, 1997
between the Registrant and Chase Mellon Shareholder
Services, L.L.C., including the Certificate of
Determination, the form of Rights Certificate and Summary of
Rights attached thereto as Exhibits A, B and C,
respectively.
10.1(3) 1988 Stock Incentive Program and forms of agreements
thereunder.
10.2(15) Employee Stock Purchase Plan.
10.3(l) Standard Industrial Lease Agreement between Registrant and
Sunlife Assurance Company of Canada dated October 22, 1989.
10.3.1(8) First Amendment to Standard Industrial Lease Agreement
between Registrant and Sunlife Assurance Company of Canada
dated April 1995.
10.4(l) Forms of Indemnification Agreements between Registrant and
its officers and its directors.
10.5(l) Employment Agreement between Registrant and Edward L.
Erickson dated December 6, 1991.
10.6(l) Equipment Lease Agreement between Registrant and MMC/GATX
Partnership No. 1 dated August 17, 1990.
10.6.1(1) Revised Warrant to Purchase Series D Preferred Stock issued
to MMC/ GATX Partnership No. 1.
10.7(l) Master Lease Agreement between Registrant and LINC Venture
Lease Partners II L.T. dated June 13, 1991.
10.7.1(1) Amendment No. 1 to Warrant issued to LINC Venture Lease
Partners II L.P.
10.8(l) Supply Agreement effective the 15th day of February 1991 by
and between Ciba Corning Diagnostics Corp. and the
Registrant.
10.9(4) Employment Agreement between Registrant and Steven L.
Barbato dated April 27, 1992.
10.10(4) Employment Agreement between Registrant and Robert J. Guyon
dated July 13, 1992.
10.11.1(5) Letter Agreement effective September 28, 1993 by and between
Union Bank and Registrant.
10.11.2(5) Promissory Note effective September 28, 1993 by and between
Union Bank and Registrant.
10.11.3(5) Security Agreement effective September 28, 1993 by and
between Union Bank and Registrant.
10.11.4(7) First Amendment to the Letter Agreement by and between Union
Bank and Registrant.
10.11.5(7) First Amendment to the Promissory Note by and between Union
Bank and Registrant.
10.11.6(10) Second Amendment to the Letter Agreement by and between
Union Bank and Registrant.
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
----------- ------------------------------------------------------------ ------------
<S> <C> <C>
10.11.7(10) Second Amendment to the Promissory Note by and between Union
Bank and Registrant.
10.12(4) License Agreement between Registrant and Eastman Kodak
Company dated December 23, 1992.
10.13(6) Employment Agreement between Registrant and Linda H.
Masterson dated May 12, 1994.
10.14(9) Loan Agreement between Registrant and Phoenixcor, Inc. dated
August 31, 1995.
10.15(11)* Development, License and Distribution Agreement between
Registrant and Metra Biosystems, Inc. dated May 3, 1996.
10.16(11) Registration Rights Agreement between Registrant and Metra
Biosystems, Inc. dated May 3, 1996.
10.17.1(13) Letter Agreement effective December 20, 1996 by and between
Wells Fargo Bank and the Registrant.
10.17.2(13) Revolving Line of Credit Note effective December 20, 1996 by
and between Wells Fargo Bank and the Registrant.
10.17.3(13) General Pledge Agreement effective December 20, 1996 by and
between Wells Fargo Bank and the Registrant.
10.17.4(18) Revolving Line of Credit Note effective November 30, 1997 by
and between Wells Fargo Bank and Registrant.
10.18(14) Employment Agreement between Registrant and Mark J. Kussman
dated August 8, 1996.
10.19(16) Consulting Agreement between Registrant and Warner-Lambert
Company dated June 18, 1997.
10.20(17) 1997 Stock Incentive Program and Form of Agreement
thereunder.
24.1+ Power of Attorney.
</TABLE>
- ---------------
* Confidential treatment has been granted by the Securities and Exchange
Commission with respect to certain portions of this exhibit. The redacted
portions have been filed separately with the Securities and Exchange
Commission.
+ Previously Filed.
(1) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-1 (No. 33-47603) which became effective on June 26,
1992.
(2) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-1 (No. 33-54300) which became effective on December 16,
1992.
(3) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-8 (No. 333-22475) as filed with the Securities and
Exchange Commission on February 28, 1997.
(4) Incorporated by reference to exhibits filed with Registrant's Annual Report
on Form 10-K for the year ended March 26, 1993.
(5) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 23, 1993.
(6) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 24, 1994.
<PAGE> 15
(7) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 23, 1994.
(8) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995.
(9) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 29, 1995.
(10) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 29, 1995.
(11) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-1 (No. 333-03364) as declared effective by the
Commission on June 28, 1996.
(12) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form 8-A (No. 000-20198) as declared effective by the
Commission on March 27, 1997.
(13) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 27, 1996.
(14) Incorporated by reference to exhibits filed with Registrant's Annual Report
on Form 10-K for the fiscal year ended March 28, 1997.
(15) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-8 (No. 333-38147) as declared effective by the
Commission on October 17, 1997.
(16) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 26, 1997.
(17) Incorporated by reference to exhibits filed with Registrant's Registration
Statement on Form S-8 (No. 333-38151) that became effective on October 17,
1997.
(18) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 26, 1997.
(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K
during the quarter ended March 31, 1998.
(c) Exhibits. See Item 14(a)(3) above.
