UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1996
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: 0-21428
TELOR OPHTHALMIC PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13 - 3464527
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
790 Turnpike Street, Suite 202
North Andover, MA 01845
(Address of principal executive offices)
(508) 681-1062
(Registrant's telephone number)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Class
Common stock, $.001 par value per share, shares outstanding at
May 9, 1996 : 786,002
Page 1 of 10 Pages
Exhibit Index on Pages 7-9
<PAGE>
Form 10-Q/A
This Form 10-Q/A Amendment No. 1 to the Form 10-Q of Telor Ophthalmic
Pharmaceuticals, Inc. (the "Company") filed for the quarterly period ended March
31, 1996, amends and restates in its entirety the information required by Item 6
of Part II and Exhibit 27, Financial Data Schedule, in order to correct a
typographical error in Exhibit 27.
2
<PAGE>
Form 10-Q/A
PART II
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as Exhibits hereto:
<TABLE>
<C> <S>
3.1 --Restated Certificate of Incorporation of the Registrant
3.2 --By-Laws of the Registrant
4.1 --Article 4 of the Registrant's Restated Certificate of Incorporation
4.2 --Form of Common Stock Certificate
4.3 --Restated By-Laws of the Registrant
10.1 --License Agreement between the Registrant and The Bowman Gray School
of Medicine of Wake Forest University, dated July 13, 1992
10.2 --Termination of License Agreement between the Registrant and The Bowman Gray School
of Medicine of Wake Forest University, dated January 20, 1995
10.3 --License Agreement between the Registrant and Massachusetts
Eye and Ear Infirmary, dated December 20, 1989, as amended by
letter agreement, dated March 12, 1993
10.4 --License Agreement between the Registrant and the University of Alicante, Spain, dated
January 1, 1994
10.5 --Research Agreement between the Registrant and the University of Alicante, Spain, dated
January 1, 1994
10.6 --Extension to Research Agreement between the Registrant and the University of Alicante
Spain, dated December 14, 1994
10.7 --Commercial Lease Agreement between the Registrant and
Cummings Properties Management, dated December 21, 1990, as
amended February 5, 1991 and February 28, 1992
10.8 --Commercial Lease Agreement between the Registrant and Cummings Properties
Management, dated June 1, 1993
10.9 --Amendment to Commercial Lease Agreement between the Registrant and
Cummings Properties Management, dated November 9, 1993
10.10 --Commercial Lease Agreement between the Registrant and WRC Properties,
dated July 12, 1994
10.11 --Telor Ophthalmic Pharmaceuticals, Inc. 1988 Stock Plan, as amended ++
10.12 --Telor Ophthalmic Pharmaceuticals, Inc. 1993 Stock Plan, as amended ++
10.13 --Telor Ophthalmic Pharmaceuticals, Inc. Employee Stock Purchase Plan ++
</TABLE>
3
<PAGE>
Form 10-Q/A
<TABLE>
<C> <S>
10.14 --Series C Convertible Preferred Stock Purchase Agreement
among the Registrant and certain purchasers and certain prior
investors, dated April 27, 1992
10.15 --Amendment to Series C Convertible Preferred Stock Purchase
Agreement and Waiver among the Registrant and certain
purchasers and certain prior investors, dated March 5, 1993
10.16 --First Amended and Restated Voting Agreement, among the Registrant, Stephen J. Riggi
and Arthur H. Neufeld, and certain investors, dated April 27, 1992
10.17 --Consent to Termination of First Amended and Restated Voting Agreement,
dated March 25, 1993
10.18 --Registration Rights Agreement between the Registrant and
certain investors, dated November 16, 1988, as amended
February 5, 1990, June 22, 1990 and October 31, 1990
10.19 --Amendment No. 4 to Registration Rights Agreement between the Registrant
and certain investors, dated April 27, 1992
10.20 --Registration Rights Agreement among the Registrant and Stephen J. Riggi and
Arthur H. Neufeld, dated October 31, 1990, as amended April 27, 1992
10.21 --Stock Restriction Agreement among the Registrant, Arthur H. Neufeld and
certain investors, dated November 16, 1988, as amended December 5, 1989,
October 31, 1990 and April 27, 1992
10.22 --Amendment No. 4 to Stock Restriction Agreement among the Registrant,
Arthur H. Neufeld and certain investors, dated March 5, 1993
10.23 --Amendment to Stock Option Agreements between the Registrant and Arthur H. Neufeld,
dated May 9, 1995
10.24 --Registrar, Transfer Agency and Service Agreement for Corporate Equity Issues
between the Registrant and State Street Bank and Trust Company, dated May 18, 1993
10.25 --Consulting Agreement between the Registrant and John K. Herdklotz
dated November 14, 1994 ++
10.26 --Extension to Consulting Agreement between the Registrant and John K. Herdklotz
dated June 30, 1995 ++
10.27 --Employment Agreement between the Registrant and Arthur H. Neufeld, dated
October 26, 1992 ++
10.28 --Employment Agreement between the Registrant and Michael R.N. Thomas, dated
May 6, 1991 ++
10.29 --Employment Agreement between the Registrant and Frederick H. Garber, dated
June 5, 1992 ++
10.30 --Employment Agreement between the Registrant and Bobby R. Owen, dated
March 8, 1994 ++
10.31 --Executive Employment Severance Agreement between the Registrant and Stephen
J. Riggi, dated February 27, 1995 ++
10.32 --Executive Employment Severance Agreement between the Registrant and Arthur
H. Neufeld dated October 17, 1995
10.33 --Employee Non-Disclosure and Developments Agreement between the Registrant and
Stephen J. Riggi, dated November 21, 1989 ++
10.34 --Consultant Non-Disclosure and Developments Agreement between the Registrant
and Arthur H. Neufeld, dated November 16, 1988 ++
10.35 --Employee Non-Disclosure and Developments Agreement between the Registrant
and Michael R.N. Thomas, dated May 6, 1991 ++
10.36 --Employee Non-Disclosure and Developments Agreement between the Registrant
and Frederick H. Garber, dated June 5, 1992 ++
10.37 --Employee Non-Disclosure and Developments Agreement between the Registrant
and Bobby R. Owen, dated March 8, 1994 ++
10.38 --Consultant Non-Disclosure Agreement between the Registrant and
John K. Herdklotz, dated November 14, 1994 ++
</TABLE>
4
<PAGE>
Form 10-Q/A
TELOR OPHTHALMIC PHARMACEUTICALS, INC.
(A Development Stage Company)
Form 10-Q/A
<TABLE>
<C> <S>
10.39 --Disability Income Policy between Stephen J. Riggi and New England Mutual Life
Insurance Company, issued January 3, 1991 ++
10.40 --Disability Income Policy between Arthur H. Neufeld and New England Mutual
Life Insurance Company, issued February 1, 1992 ++
10.41 --Disability Income Policy between Michael R.N. Thomas and New England Mutual
Life Insurance Company, issued August 1, 1991 ++
10.42 --Disability Income Policy between Frederick H. Garber and New England Mutual
Life Insurance Company, issued August 14, 1992 ++
10.43 --Disability Income Policy between Walter P. Rahn II and New England Mutual
Life Insurance Company, issued September 9, 1992 ++
10.44 --Employee Non-Competition Agreement between the Registrant
and Stephen J. Riggi, Ph.D., dated November 21, 1989 ++
10.45 --Employee Non-Competition Agreement between the Registrant
and Arthur H. Neufeld, Ph.D., dated November 16, 1988 ++
10.46 --Employee Non-Competition Agreement between the Registrant
and Michael R.N. Thomas, dated May 6, 1991 ++
10.47 --Employee Non-Competition Agreement between the Registrant
and Frederick H. Garber, dated June 5, 1992 ++
10.48 --Employee Non-Competition Agreement between the Registrant
and Walter P. Rahn II, dated May 29, 1992 ++
10.49 --Employee Non-Competition Agreement between the Registrant
and Bobby R. Owen, dated March 8, 1994 ++
10.50 -- Agreement and Plan of Merger between Telor Ophthalmic Pharmaceuticals, Inc. and
Occupational Health + Rehabilitation Inc
11 --Statement Regarding: Computation of Net Loss per Common and Common Equivalent
Share
27.1 --Financial Data Schedule
</TABLE>
++ The symbol "++" after an exhibit description indicates that the
exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Form 10-Q
pursuant to Item 14(c).
(b) No reports on Form 8-K were filed by the Company during the
quarter ended March 31, 1996.
5
<PAGE>
Form 10-Q/A
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on May 24, 1996.
TELOR OPHTHALMIC PHARMACEUTICALS, INC.
Date: May 24, 1996 /s/ John K. Herdklotz
-----------------------------------------
John K. Herdklotz Ph.D.
Chairman of the Board
Acting Chief Executive Officer and President
(principal executive officer), Director
6
<PAGE>
Form 10-Q/A
TELOR OPHTHALMIC PHARMACEUTICALS, INC.
(A Development Stage Company)
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<C> <S> <C>
3.1 --Restated Certificate of Incorporation of the Registrant* (a) (filed as Exhibit 3)
3.2 --By-Laws of the Registrant* (a) (filed as Exhibit 4)
4.1 --Article 4 of the Registrant's Restated Certificate of Incorporation* (a)
(see Article 4 of document filed as Exhibit (3))
4.2 --Form of Common Stock Certificate* (b) (filed as Exhibit 4.2)
4.3 --Restated By-Laws of the Registrant * (a) (filed as Exhibit (4))
10.1 --License Agreement between the Registrant and The Bowman Gray
School of Medicine of Wake Forest University, dated July 13,
1992* (b) (filed as Exhibit 10.1)++
10.2 --Termination of License Agreement between the Registrant and
The Bowman Gray School of Medicine of Wake Forest University,
dated January 20, 1995 (k) filed as Exhibit 10.2
10.3 --License Agreement between the Registrant and Massachusetts
Eye and Ear Infirmary, dated December 20, 1989, as amended by
letter agreement, dated March 12, 1993* (b) (filed as Exhibit
10.2)++
10.4 --License Agreement between the Registrant and the University of Alicante, Spain, dated
January 1, 1994* (g) (filed as Exhibit 10.3)++
10.5 --Research Agreement between the Registrant and the University of Alicante, Spain, dated
January 1, 1994* (g) (filed as Exhibit 10.4)++
10.6 --Extension to Research Agreement between the Registrant and the University of Alicante Spain,
dated December 14, 1994* (j) (filed as Exhibit 10.5)
10.7 --Commercial Lease Agreement between the Registrant and
Cummings Properties Management, dated December 21, 1990, as
amended February 5, 1991 and February 28, 1992* (b) (filed as
Exhibit 10.3)
10.8 --Commercial Lease Agreement between the Registrant and Cummings Properties
Management, dated June 1, 1993* (e) (filed as Exhibit 10.4)
10.9 --Amendment to Commercial Lease Agreement between the
Registrant and Cummings Properties Management, dated November
9, 1993* (g) (filed as Exhibit 10.6b)
10.10 --Commercial Lease Agreement between the Registrant and WRC Properties,
dated July 12, 1994 * (i) (filed as Exhibit 10.7)
10.11 --Telor Ophthalmic Pharmaceuticals, Inc. 1988 Stock Plan, as amended * (f)
(filed as Exhibit 10.1)
10.12 --Telor Ophthalmic Pharmaceuticals, Inc. 1993 Stock Plan, as amended* (l)
(filed as Exhibit 10.12)
10.13 --Telor Ophthalmic Pharmaceuticals, Inc. Employee Stock Purchase Plan* (b)
(filed as Exhibit 10.6)
10.14 --Series C Convertible Preferred Stock Purchase Agreement
among the Registrant and certain purchasers and certain prior
investors, dated April 27, 1992* (b) (filed as Exhibit 10.7)
10.15 --Amendment to Series C Convertible Preferred Stock Purchase
Agreement and Waiver among the Registrant and certain
purchasers and certain prior investors, dated March 5, 1993*
(d) (filed as Exhibit 10.7(a))
10.16 --First Amended and Restated Voting Agreement, among the Registrant,
Stephen J. Riggi and Arthur H. Neufeld, and certain investors, dated
April 27, 1992* (b) (filed as Exhibit 10.8)
10.17 --Consent to Termination of First Amended and Restated Voting Agreement,
dated March 25, 1993* (d) (filed as Exhibit 10.8(a))
10.18 --Registration Rights Agreement between the Registrant and
certain investors, dated November 16, 1988, as amended
February 5, 1990, June 22, 1990 and October 31, 1990* (b)
(filed as Exhibit 10.9)
10.19 --Amendment No. 4 to Registration Rights Agreement between the Registrant
and certain investors, dated April 27, 1992* (d) (filed as Exhibit 10.9(a))
</TABLE>
7
<PAGE>
Form 10-Q/A
TELOR OPHTHALMIC PHARMACEUTICALS, INC.
(A Development Stage Company)
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<C> <S> <C>
10.20 --Registration Rights Agreement among the Registrant and Stephen J. Riggi and
Arthur H. Neufeld, dated October 31, 1990, as amended April 27, 1992* (b)
(filed as Exhibit 10.10)
10.21 --Stock Restriction Agreement among the Registrant, Arthur H. Neufeld and
certain investors, dated November 16, 1988, as amended December 5, 1989,
October 31, 1990 and April 27, 1992* (b) (filed as Exhibit 10.11)
10.22 --Amendment No. 4 to Stock Restriction Agreement among the Registrant,
Arthur H. Neufeld and certain investors, dated March 5, 1993* (d) (filed as Exhibit 10.11(a))
10.23 --Amendment to Stock Option Agreements between the Registrant and Arthur H. Neufeld,
dated May 9, 1995* (l) (filed as Exhibit 10.23)
10.24 --Registrar, Transfer Agency and Service Agreement for Corporate Equity Issues
between the Registrant and State Street Bank and Trust Company, dated May 18, 1993*
(e) (filed as Exhibit 10.17)
10.25 --Consulting Agreement between the Registrant and John K. Herdklotz
dated November 14, 1994* (j) (filed as Exhibit 10.23)
10.26 --Extension to Consulting Agreement between the Registrant and John K. Herdklotz
dated June 30, 1995* (l) (filed as Exhibit 10.26)
10.27 --Employment Agreement between the Registrant and Arthur H. Neufeld, dated
October 26, 1992* (b) (filed as Exhibit 10.14)
10.28 --Employment Agreement between the Registrant and Michael R.N. Thomas, dated
May 6, 1991* (b) (filed as Exhibit 10.15)
10.29 --Employment Agreement between the Registrant and Frederick H. Garber, dated
June 5, 1992* (b) (filed as Exhibit 10.16)
10.30 --Employment Agreement between the Registrant and Bobby R. Owen, dated
March 8, 1994* (h) (filed as Exhibit 10.24)
10.31 --Executive Employment Severance Agreement between the Registrant and Stephen
J. Riggi, dated February 27, 1995* (j) (filed as Exhibit 10.28)
10.32 --Executive Employment Severance Agreement between the Registrant and Arthur
H. Neufeld dated October 17, 1995 (m) (files as Exhibit 10.32)
10.33 --Employee Non-Disclosure and Developments Agreement between the Registrant and
Stephen J. Riggi, dated November 21, 1989* (b) (filed as Exhibit 10.18)
10.34 --Consultant Non-Disclosure and Developments Agreement between the Registrant
and Arthur H. Neufeld, dated November 16, 1988* (b) (filed as Exhibit 10.19)
10.35 --Employee Non-Disclosure and Developments Agreement between the Registrant
and Michael R.N. Thomas, dated May 6, 1991* (b) (filed as Exhibit 10.20)
10.36 --Employee Non-Disclosure and Developments Agreement between the Registrant
and Frederick H. Garber, dated June 5, 1992* (b) (filed as Exhibit 10.21)
10.37 --Employee Non-Disclosure and Developments Agreement between the Registrant
and Bobby R. Owen, dated March 8, 1994* (h) (filed as Exhibit 10.29)
10.38 --Consultant Non-Disclosure Agreement between the Registrant and
John K. Herdklotz, dated November 14, 1994* (l) (filed as Exhibit 10.37)
10.39 --Disability Income Policy between Stephen J. Riggi and New England Mutual Life
Insurance Company, issued January 3, 1991* (b) (filed as Exhibit 10.24)
10.40 --Disability Income Policy between Arthur H. Neufeld and New England Mutual
Life Insurance Company, issued February 1, 1992* (b) (filed as Exhibit 10.25)
10.41 --Disability Income Policy between Michael R.N. Thomas and New England Mutual
Life Insurance Company, issued August 1, 1991* (b) (filed as Exhibit 10.26)
10.42 --Disability Income Policy between Frederick H. Garber and New England Mutual
Life Insurance Company, issued August 14, 1992* (b) (filed as Exhibit 10.27)
10.43 --Disability Income Policy between Walter P. Rahn II and New England Mutual
Life Insurance Company, issued September 9, 1992* (b) (filed as Exhibit 10.29)
</TABLE>
8
<PAGE>
Form 10-Q/A
TELOR OPHTHALMIC PHARMACEUTICALS, INC.
(A Development Stage Company)
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<C> <S> <C>
10.44 --Employee Non-Competition Agreement between the Registrant
and Stephen J. Riggi, Ph.D., dated November 21, 1989* (d) (filed as Exhibit 10.30)
10.45 --Employee Non-Competition Agreement between the Registrant
and Arthur H. Neufeld, Ph.D., dated November 16, 1988* (d) (filed as Exhibit 10.31)
10.46 --Employee Non-Competition Agreement between the Registrant
and Michael R.N. Thomas, dated May 6, 1991* (d) (filed as Exhibit 10.32)
10.47 --Employee Non-Competition Agreement between the Registrant
and Frederick H. Garber, dated June 5, 1992* (d) (filed as Exhibit 10.33)
10.48 --Employee Non-Competition Agreement between the Registrant
and Walter P. Rahn II, dated May 29, 1992* (d) (filed as Exhibit 10.35)
10.49 --Employee Non-Competition Agreement between the Registrant
and Bobby R. Owen, dated March 8, 1994* (h) (filed as Exhibit 10.40)
10.50 --Agreement and Plan of Merger between Telor Ophthalmic Pharmaceuticals, Inc. and
Occupational Health + Rehabilitation Inc* (n) (filed as Exhibit 10.50)
11 --Statement Regarding: Computation of Net Loss per Common and Common Equivalent Share*(o)
(filed as Exhibit 11)
27.1 --Financial Data Schedule 10
* All exhibit descriptions followed by an asterisk (*) refer to exhibits
previously filed with the Securities and Exchange Commission as exhibits to,
and are hereby incorporated by reference from, the document to which the
letter in parentheses corresponds, as set forth below:
(a) Registrant's Form 8-A/A, Amendment No. 1 to Registrant's Registration Statement on Form 8-A,
File No. 0-21428.
(b) Registrant's Registration Statement on Form S-1, as amended, Registration No. 33-60030.
(c) Registrant's Report on Form 10-Q for the period ended March 31, 1993, File No. 0-21428.
(d) Registrant's Report on Form 10-Q for the period ended June 30, 1993, File No. 0-21428.
(e) Registrant's Report on Form 10-Q for the period ended September 30, 1993, File No. 0-21428.
(f) Registrant's Registration Statement on Form S-8, filed with the Securities and Exchange
Commission on November 9, 1993, File No. 33-71462.
(g) Registrant's Report on Form 10-K/A for the year ended December 31, 1993, File No. 0-21428.
(h) Registrant's Report on Form 10-Q for the period ended March 31, 1994, File No. 0-21428
(i) Registrant's Report on Form 10-Q for the period ended June 30, 1994, File No. 0-21428
(j) Registrant's Report on Form 10-K for the year ended December 31, 1994, File No. 0-21428
(k) Registrant's Report on Form 10-Q for the period ended March 31, 1995, File No. 01-21428
(l) Registrant's Report on Form 10-Q for the period ended June 30, 1995, File No. 01-21428
(m) Registrant's Report on Form 10-Q for the period ended September 30, 1995, File No. 01-21428
(n) Registrant's Report on Form 10-K for the year ended December 31, 1995, as amended, File No. 01-21428
(o) Registrant's Report on Form 10-Q for the period ended March 31, 1996, File No. 0-21428
Where a document is incorporated by reference from a previous filing, the
Exhibit number of that document in that previous filing is indicated in
parenthesis after the incorporation by reference code.
++ This symbol following an exhibit description indicates that portions of
the document described have been granted confidential treatment by the
Securities and Exchange Commission.
9
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,716,294
<SECURITIES> 1,027,800
<RECEIVABLES> 27,953
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,827,390
<PP&E> 1,442,442
<DEPRECIATION> 1,423,064
<TOTAL-ASSETS> 5,204,768
<CURRENT-LIABILITIES> 633,696
<BONDS> 0
0
0
<COMMON> 786
<OTHER-SE> 4,072,316
<TOTAL-LIABILITY-AND-EQUITY> 5,204,768
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 576,652
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,610
<INCOME-PRETAX> (513,560)
<INCOME-TAX> 0
<INCOME-CONTINUING> (513,560)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (513,560)
<EPS-PRIMARY> (.65)
<EPS-DILUTED> (.65)
</TABLE>
