SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment to Annual Report Pursuant to Section 13
of the Securities Exchange Act of 1934
Year Ended December 31, 1999
Commission File Number 0-24320
NAPRO BIOTHERAPEUTICS, INC.
Incorporated in Delaware IRS ID No. 84-1187753
6304 Spine Road, Unit A
Boulder, CO 80301
(303) 516-8500
Securities Registered pursuant to Section 12(b) of the Act: none
Securities Registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0075 par value; Preferred
Stock Purchase Rights
The registrant (1) has filed all reports required to be filed by Section 13 or
15(b) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
reported in Item 11 herein.
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $177,336,000 as of March 24, 2000.
The number of shares outstanding of each of the registrant's classes of common
stock, as of March 24, 2000:
Common Stock 23,197,477
Nonvoting Common Stock 395,000
<PAGE>
NaPro BioTherapeutics, Inc. (NaPro) is filing this amendment to its 1999 Form
10-K in order to provide the information required by Part III of Form 10-K.
Part III
Item 10
Directors and Executive Officers
Directors
NaPro's Board of Directors currently consists of six members: Leonard P. Shaykin
(Chairman); Sterling K. Ainsworth, Ph.D. (Vice Chairman); Patricia A. Pilia,
Ph.D.; Arthur H. Hayes, Jr., M.D.; Stanley Knowlton, and Seth Rudnick, M.D.
These directors are divided into three classes. Messrs. Shaykin and Knowlton and
Dr. Hayes are Class I directors, with terms of office expiring at the 2000
Annual Meeting. Drs. Pilia and Rudnick are Class II directors, with terms of
office expiring at the 2001 Annual Meeting. Dr. Ainsworth is a Class III
director, with a term of office expiring at the 2002 Annual Meeting.
Leonard P. Shaykin, 56, has served as Chairman of the Board since June 1993, and
Chief Executive Officer since August 1999. In 1995, Mr. Shaykin founded Shaykin
& Co., LLC, a private investment holding company. Prior to founding Shaykin &
Co. (1983-1994), Mr. Shaykin served as a founding and a managing partner in
Adler & Shaykin, an equity investment partnership organized to sponsor
management leveraged buyouts. Prior thereto, Mr. Shaykin was Vice President,
director and a member of the Investment Committee of Citicorp Venture Capital,
Ltd. and Citicorp Capital Investors, Inc., the venture capital and equity
investment subsidiaries of Citicorp and Citibank. Mr. Shaykin is a director of
the Jerusalem Post, an English- language offshore newspaper, a trustee of The
Jackson Laboratories, a privately-held genetic research institute, and a trustee
of the University of Chicago Graduate School of Business. Mr. Shaykin is a
graduate of the University of Chicago (B.A., M.A., M.B.A.).
Sterling K. Ainsworth, Ph.D., 60, a co-founder of NaPro, has served as an
executive officer and director of NaPro since its inception; as Chief Executive
Officer from November 1991 to August 1999; as President since October 1992; and
as Vice Chairman of the Board and Chief Scientific Officer since August 1999. In
1990, he co-founded, with Dr. Pilia, Pacific Biotechnology, Inc. (a predecessor
of NaPro) and served as Chairman and President of such company until NaPro's
inception. From 1972 until 1990, Dr. Ainsworth held various levels of
professorships of Pathology with tenure in the College of Medicine and Dental
Medicine and Graduate Studies at the Medical University of South Carolina
("MUSC"), where he established, developed and directed MUSC's Immunopathology
Diagnostic Laboratory. Dr. Ainsworth received a Bachelor's degree from the
University of Mississippi in 1963. He received a Master's degree in Medical
Microbiology in 1965 and a Doctoral degree in Medical Science in 1969 from the
University of Mississippi Medical School. He completed his post-doctoral
fellowship in the Department of Pathology at Harvard Medical School from 1970 to
1972. Dr. Ainsworth is engaged to marry Dr. Pilia, a director and officer of
NaPro.
Arthur H. Hayes, Jr., M.D., 66, was appointed a director of NaPro in March 1996.
He is currently President and Chief Operating Officer of MediScience Associates,
Inc., a pharmaceutical consulting company, and is a Professor of Medicine at New
York Medical College and Pennsylvania State University College of Medicine. From
1981 to 1983, Dr. Hayes served as the Commissioner of the FDA. From 1986 to
1991, he was President and Chief Executive Officer of EM Pharmaceuticals, as
well as a member of the board of directors.
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<PAGE>
Dr. Hayes served as Provost & Dean at New York Medical College from 1983 to
1986, and served as the Director of the Institute of Human Values in Medical
Ethics, International Health and Biomedical Sciences, the latter of which he
also served as Chairman. Dr. Hayes has held several posts with Pennsylvania
State University which included Professor of Medicine and Pharmacology from 1977
to 1981, Dean of Admissions from 1976 to 1979 and Associate Professor of
Medicine and Pharmacology and Director of the Division of Clinical Pharmacology
from 1972 to 1977. Dr. Hayes currently serves on the board of directors of
Myriad Genetics, Inc. (a genomic research and pharmaceutical company), Celgene
Corporation (a pharmaceutical company), and Premier Research Worldwide. Dr.
Hayes' received his M.D. from Cornell University Medical College, and also
attended Cornell's Graduate School of Medical Sciences, Department of
Pharmacology. He undertook premedical studies, and attended medical school at
Georgetown University. Dr. Hayes received his M.S. (Philosophy, Politics and
Economics) from Oxford University, where he was a Rhodes Scholar, and his A.B.
(Philosophy) from Santa Clara University in 1955.
Patricia A. Pilia, Ph.D., 50, a co-founder of NaPro, has served as a director of
NaPro since its inception. She has served as Secretary of NaPro from November
1991 to the present, Treasurer of NaPro from October 1992 to the present, Vice
President of BioResearch and Toxicology from March 1993 to the present, and
Executive Vice President from October 1998 to the present. In 1990, she
co-founded, with Dr. Ainsworth, Pacific Biotechnology, Inc. (a predecessor of
NaPro) and served as its Vice President and Director of Biotechnology. From 1983
to 1991, Dr. Pilia was an Assistant Professor of Pathology in the College of
Medicine and Dental Medicine and the College of Graduate Studies at MUSC. Dr.
Pilia served as the Assistant Director of the MUSC Immunopathology Diagnostic
and Research Laboratories from 1985 to 1991. Since 1984 she has been a
consultant to industry on the design and development of biomedical devices and
treatment modalities and the design and performance of clinical trials. Dr.
Pilia received a Bachelor's degree in 1970 from Boston University, a Master's
degree in Immunology/Microbiology in 1978 and a Doctoral degree in Pathology in
1980 from MUSC. Dr. Pilia is engaged to marry Dr. Ainsworth, a director and the
president of NaPro.
Seth Rudnick, M.D., 51, was appointed a director of NaPro in October 1998. Dr.
Rudnick is a medical consultant and a clinical professor of medicine at the
University of North Carolina at Chapel Hill. From 1991 until 1997 he served as
Chief Executive Officer of CytoTherapeutics, Incorporated, a company engaged in
the development of cell- and gene-based therapeutics and he served as its
Chairman of the Board from 1993 until 1998. From 1998 to the present, Dr.
Rudnick has served as a director of Orapharma Inc., a company engaged in the
development of pharmaceutical products for the treatment of oral diseases and
disorders. From 1986 to 1991 Dr. Rudnick held a number of positions at R.W.
Johnson Pharmaceutical Research Institute and Ortho Biotech, including Senior
Vice President, Biotech Research and Development. Dr. Rudnick received his M.D.
from the University of Virginia and his B.A. from the University of
Pennsylvania.
Stanley Knowlton, 73, was appointed a director of NaPro in July 1998. He is
currently Vice Chairman of Knowlton Brothers, Inc., a private investment company
and a general partner of a number of Limited Partnerships investing in publicly
traded high-tech and healthcare companies. Mr. Knowlton is a retired Marine
Corps Colonel.
Other Executive Officers
NaPro has the following executive officers in addition to those who serve as
directors:
Gordon H. Link, Jr., 46, a certified public accountant and a certified
management accountant, joined NaPro as Vice President, Finance and Chief
Financial Officer in September 1993. Prior thereto, Mr. Link served concurrently
as Corporate Controller of Synergen, Inc. and Treasurer of the Syntex-Synergen
Neuroscience Joint Venture. From February 1991 until April 1993, Mr. Link was
Treasurer of Synergen Development
3
<PAGE>
Corporation. From October 1983 through May 1990, Mr. Link practiced as a
certified public accountant, most recently in the position of Audit Manager with
Deloitte & Touche. He received undergraduate degrees in chemistry from
Rensselaer Polytechnic Institute in 1976 and in accounting from Metropolitan
State College in 1983.
David L. Denny, 47, has served as Vice President, Operations of NaPro since
September 1995, except for a nine month period during 1997 when he served as
Vice President, Quality Assurance. From 1991 to 1993, Mr. Denny served as
Vice-President of Operations for Somatogen, Inc. Prior thereto, Mr. Denny served
in manufacturing and quality assurance capacities with Miles Pharmaceutical,
Abbott Laboratories and Kabi- Pharmacia. He received a B.S. in Biological
Sciences from Tennessee Technological University in 1972 and attended graduate
school at the same institution from 1972 to 1974.
James D. McChesney, Ph.D., 60, joined NaPro as Vice-President of Natural
Products Chemistry in January 1996. From 1987 until June 1995, he served as
Director of the Research Institute of Pharmaceutical Sciences at the University
of Mississippi, specializing in natural product pharmaceutical research and
development. In July 1993, Dr. McChesney was named Frederick A.P. Barnard
Distinguished Professor of Pharmacognosy at the University of Mississippi. Dr.
McChesney joined the School of Pharmacy at the University of Mississippi in 1978
as Professor and Chair of the Department of Pharmacognosy. After graduating with
honors from Iowa State University in 1961 with a B.S. in Chemical Technology, he
earned degrees in Botany (M.A. 1964) and Natural Products Chemistry (Ph.D. 1965)
at Indiana University. He has been a Fulbright Lecturer in Brazil and a Visiting
Professor at several South American universities.
Kai P. Larson, Esq., 36, served as Director of Legal Affairs for NaPro
BioTherapeutics from 1994 through December 1999, when his position was changed
to Vice President and General Counsel. Prior to his employment at NaPro, he
worked as an attorney in the New York office of Kirkland and Ellis. Mr. Larson
received a B.A. from Brigham Young University, and a J.D. from Columbia
University School of Law.
Item 11
Executive Compensation
The following table sets forth compensation paid to Sterling Ainsworth, Leonard
Shaykin, Patricia Pilia, Gordon Link, Jr. and David Denny (the "Named Executive
Officers") for the years indicated.
4
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
----------------------- --------------------------------
Restricted Securities
Name and Principal Stock Underlying All Other
Position Year Salary Bonus($) Awards($) Options (#) Compensation
($) (12) (13) (11)
- --------------------- ------- ----------- ------------ ------------- ------------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Leonard Shaykin 1999 189,699 81,977 74,592 200,000 $28,534
Chairman of the 1998 159,611 0 0 280,000(3) $20,000
Board, Chief 1997 158,999 0 0 100,000(4) $ 1,000
Executive Officer
Sterling Ainsworth 1999 208,788 103,453 74,592 200,000 $28,534
Vice Chairman of 1998 175,673 0 0 232,000(1) $16,000
the Board, 1997 178,631 0 0 100,000(2) $ 1,000
President, Chief
Scientific Officer
Patricia Pilia 1999 161,065 56,114 55,945 125,000 $28,534
Executive Vice 1998 135,519 0 0 136,000(5) $20,000
President, Secretary 1997 137,972 0 0 50,000(6) $ 1,000
and Treasurer
Gordon Link, Jr. 1999 149,135 38,934 55,945 100,000 $28,534
Chief Financial 1998 121,733 25,433 0 110,000(7) $19,460
Officer 1997 119,005 0 0 35,000(8) $ 1,000
David Denny 1999 134,189 28,104 37,296 62,500 $28,534
Vice President 1998 110,892 0 0 109,200(9) $15,089
Operations 1997 102,877 0 0 10,000(10) $ 1,000
</TABLE>
(1) An aggregate of options to purchase 152,000 shares of common stock was
awarded in exchange for the cancellation of options to purchase 190,000
shares of common stock pursuant to the Option Restructuring Plan (see
note 13).
(2) These options were canceled and replaced in 1998 by options to purchase
80,000 shares of common stock granted pursuant to the Option
Restructuring Plan (see note 13) . These options on 80,000 shares
represent a portion of the options to purchase 152,000 shares of common
stock mentioned in note 1.
(3) An aggregate of options to purchase 200,000 shares of common stock were
awarded in exchange for the cancellation of options to purchase 250,000
shares of common stock pursuant to the Option Restructuring Plan (see
note 13).
(4) These options were canceled and replaced in 1998 by options to purchase
80,000 shares of common stock granted pursuant to the Option
Restructuring Plan (see note 13). These options on 80,000 shares
represent a portion of the options to purchase 200,000 shares of common
stock mentioned in note 3.
(5) An aggregate of options to purchase 76,000 shares of common stock were
awarded in exchange for the cancellation of options to purchase 95,000
shares of common stock pursuant to the Option Restructuring Plan (see
note 13).
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<PAGE>
(6) These options were canceled and replaced in 1998 by options to purchase
40,000 shares of common stock granted pursuant to the Option
Restructuring Plan (see note 13). These options on 40,000 shares
represent a portion of the options to purchase 76,000 shares mentioned
in note 5.
(7) An aggregate of options to purchase 60,000 shares of common stock were
awarded in exchange for the cancellation of options to purchase 75,000
shares of common stock pursuant to the Option Restructuring Plan (see
note 13).
(8) These options were canceled and replaced in 1998 by options to purchase
28,000 shares of common stock granted pursuant to the Option
Restructuring Plan (see note 13). These options on 28,000 shares
represent a portion of the options to purchase 60,000 shares mentioned
in note 7.
(9) An aggregate of options to purchase 59,200 shares of common stock were
awarded in exchange for the cancellation of options to purchase 74,000
shares of common stock pursuant to the Option Restructuring Plan (see
note 13).
(10) These options were canceled and replaced in 1998 by options to
purchase 32,000 shares of common stock granted pursuant to the Option
Restructuring Plan. These options on 32,000 shares represent a portion
of the options to purchase 59,200 shares mentioned in note 9.
(11) Represents NaPro's 401(k) plan and Employee Stock Ownership Plan (ESOP)
contributions of common stock (valued at fair market value as of the
date of contribution) for each of the Named Executive Officers.
(12) The total number of shares of restricted stock awarded is 298,370.
These shares vest at a rate of half on the grant date of 7/23/99 and
the remaining half vest daily until all are fully vested on 7/23/00.
(13) The Option Restructuring Plan gave holders of NaPro's options the
opportunity to have their existing options with exercise prices over
$3.00 (the "Covered Options") amended such that the number of shares of
common stock underlying such options was reduced by 20% or 50%,
depending upon whether the option holder was a NaPro employee or an
outsider. If the option holder was an employee he or she was granted
80% of their outstanding original options, and if the option holder was
an outsider he or she was granted 50% of the original options.
Furthermore, the vesting period and expiration date were reset with the
result that vested Covered Options became unvested and the time
necessary for vesting reset as of that date. Finally, the period during
which the options could be exercised was shortened for former directors
and former consultants. The restructured option exercise price was
determined by the closing price of the common stock on the Nasdaq
national market on March 27, 1998, the day the Option Restructuring
Plan was approved by the Board of Directors.
The following table sets forth each grant of options to purchase common stock
made during the year ended December 31, 1999 to the Named Executive Officers:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
% of Total
Number of Options Potential Realizable
Securities Granted to Exercise or Base Value at Assumed Annual Rates of
underlying Options Employees in Price Per Share Expiration Stock Price Appreciation for
Name Granted (#)(1) Year(2) ($/sh) Date(3) Option Terms ($)(4)
------ -------------- ------- -------- ------- --------------------------------
5% 10%
---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Leonard P. Shaykin 200,000 16.20% $2.50 8/17/09 $314,447 $796,871
Sterling K. Ainsworth 200,000 16.20% $2.50 8/17/09 $314,447 $796,871
Patricia A. Pilia 125,000 10.13% $2.50 8/17/09 $196,530 $498,045
Gordon H. Link, Jr. 100,000 8.10% $2.13 7/23/09 $133,955 $339,467
David L. Denny 62,500 5.06% $2.13 7/23/09 $ 83,722 $212,167
</TABLE>
(1) Each of the options listed on this table was granted under the 1994
Long Term Performance Incentive Plan. The options granted to Drs.
Ainsworth and Pilia and Mr. Shaykin become exerciseable at the rate of
25% of the shares subject to the option when the closing price of the
common stock on the Nasdaq national market is equal to $5.00, $7.50,
$10.00, and $12.50 respectively. The options granted to Mr. Link and
Mr. Denny become exerciseable at the rate of 25% of the shares subject
to the option one year after the date of grant and 25% of the shares
subject to the option each year thereafter.
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<PAGE>
(2) Based on the aggregate of 1,621,504 options granted to employees of
NaPro, including the Named Executive Officers, in 1999, and consisting
of options granted under the 1994 Plan, options granted under the 1993
Stock Option Plan, and options granted under the 1998 Stock Option
Plan.
(3) Options granted under the 1994 Plan have a 10-year term and are subject
to earlier termination upon death, disability or termination of
employment.
(4) The potential realizable value is calculated based on the term of the
option at its time of grant (10 years) assuming that the stock price on
the date of grant appreciates at the indicated annual rate compounded
annually for the entire term of the option and that the option is
exercised and sold on the last day of its term for the appreciated
stock price.
The following table sets forth information concerning outstanding options held
by the Named Executive Officers as of the year ended December 31, 1999.
<TABLE>
<CAPTION>
Aggregated Options Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Securities Under- Value of Unexercised
Shares lying Unexercised Options at in-the-Money Options at Year
Acquired on Value Real- Year End(#) End($)(2)
Name Exercise (#) ized ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------- -------------- -------------- ----------------------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C>
Leonard P. Shaykin 0 0 70,000 / 480,000 $90,625 / $437,500
Sterling K. Ainsworth 16,000 $43,000 58,000 / 432,000 $77,875 / $386,500
Patricia A. Pilia 0 0 34,000 / 261,000 $48,313 / $240,125
Gordon H. Link, Jr. 0 0 40,834 / 223,334 $56,709 / $249,334
David L. Denny 0 0 27,300 / 171,700 $39,163 / $203,213
</TABLE>
(1) Represents the difference between the option exercise price and the
closing price of the common stock as reported by the Nasdaq national
market on the date of exercise multiplied by the number of shares
exercised.
(2) Represents the difference between the option exercise price and the
closing price of the common stock as reported by the Nasdaq national
market on December 31, 1999 ($2.8750), multiplied by the corresponding
number of underlying shares.
Compensation of Directors
Pursuant to the 1994 Plan, each year non-employee directors are automatically
granted, on the date of NaPro's annual meeting of stockholders, non-qualified
options to purchase 10,000 shares of common stock. In addition, any non-employee
director who is first appointed or elected other than at an annual meeting of
stockholders automatically receives non-qualified options to purchase 10,000
shares of common stock upon such appointment or election. The 1994 Plan also
provides for automatic annual grants of non-qualified stock options to purchase
10,000 shares of common stock to directors who serve as chair of the Audit,
Compensa tion and Strategic Planning Committees of the Board of Directors. In
addition, the 1994 Plan permits the discretionary grant by the Board of
Directors of non-qualified options to non-employee directors under certain
circumstances. All such options are exerciseable at an exercise price equal to
the fair market value of the common stock on the date of grant and are subject
to certain vesting schedules.
Directors are paid $2,000 for each meeting attended in person and $500 for each
meeting attended by telephone. In addition, directors serving on committees of
the Board of Directors are paid for attendance at each committee meeting as
follows: $1,000 for the committee chairperson attending in person and $500 for
non-chair committee members attendance in person or any committee members'
attendance by telephone. Directors are reimbursed for their costs incurred in
attending Board of Directors meetings.
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<PAGE>
Drs. Hayes and Rudnick provide certain consulting services to NaPro. See
"Compensation Committee Interlocks and Insider Partnerships."
Employment Agreements and Termination of Employment Agreements
NaPro entered into an Amended Employment Agreement with each of Mr. Shaykin and
Drs. Ainsworth and Pilia (collectively, the "Senior Executives") on October 5,
1998 (collectively, the "Amended Employment Agreements"). In addition, on
October 5, 1998, NaPro entered into Employment Agreements (the "Employ ment
Agreements") with each of Gordon Link and David Denny (collectively, the
"Executive Officers"). The Amended Employment Agreements and the Employment
Agreements are referred to collectively as the "Executive Agreements," and the
Senior Executives and the Executive Officers are referred to collectively as the
"Executives."
Each Amended Employment Agreement provides for an initial three-year employment
term that expires October 5, 2001 (the "Initial Term"), and is automatically
renewed on each anniversary of the date of the agreement for a new three-year
term (each, a "Renewal Term") unless either party gives notice of termination to
the other party at least 180 days prior to the commencement of any Renewal Term.
No such notice of termination has been given by any of the Senior Executives.
Each Employment Agreement provides for an initial three-year employment term
that expires on October 5, 2001 (the "Initial Term") and is automatically
renewed at the end of the Initial Term and on October 5th of each year
thereafter for an additional one-year term (each a "Renewal Term") unless either
party gives notice of termination to the other party at least 180 days prior to
the commencement of any Renewal Term. No such notice of termination has been
given by any of the Executive Officers.
The Amended Employment Agreements provide for initial annual base salaries for
Mr. Shaykin and Drs. Ains worth, and Pilia of $159,000, $175,000, and $135,000
respectively. Under the Amended Employment Agreements, in the event of a change
of control of NaPro, the Senior Executives are to be granted annual bonuses in
amounts determined by the Board's Compensation Committee, but not less than the
greater of $20,000 or the amount of the highest annual bonus paid to the Senior
Executive for the three prior years. Mr. Shaykin is a part-time employee of
NaPro, and is not required under his Amended Employment Agreement to spend more
than 20 hours in any week or 80 hours per month on NaPro's affairs.
The Employment Agreements provide for initial annual base salaries for Mr. Link
and Mr. Denny of $125,000 and $106,000. Under the Amended Employment Agreements,
the Senior Executives are to be granted annual bonuses in amounts determined by
the Board's Compensation Committee, but not less than the greater of $15,000 or
the amount of the highest annual bonus paid to the Senior Executive for the
three prior years.
Each Executive Agreement provides for certain benefits if, prior to the end of
the Initial Term or any Renewal Term, an Executive's employment is terminated
either by NaPro other than for Cause (as defined in the Executive Agreements) or
by the Senior Executive for Good Reason (as defined in the Executive
Agreements). In general, each Executive would be entitled to receive, subject to
certain limitations, (i) a continuance of their respective salary and bonus, if
any, through the end of the Initial Term or the then current Renewal Term, if
applicable (but in no event for longer than three years or less than two years,
or less than one year in the case of Mr. Denny), and (ii) health and welfare
benefits as in effect immediately prior to termination for a maximum of 18
months following termination. The foregoing benefits would be limited by the
amount deductible for income tax purposes under the Internal Revenue Code of
1986, as amended (the "Code").
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<PAGE>
In addition, each Executive Agreement provides for payment of a "stay bonus"
equal to one year's then current base salary in the event that a Change in
Control (as defined in the Executive Agreements) occurs and the Executive
remains employed by NaPro (or its successor) and either remains so employed on
the first anniversary of the Change in Control or is terminated by NaPro without
Cause or by the Executive for Good Reason during the first year following the
Change in Control.
The Executive Agreements also contain provisions (i) prohibiting disclosure of
confidential information, (ii) granting to NaPro rights to intellectual property
developed by the Executives that relate to NaPro's business or developed in the
course of employment with NaPro and (iii) prohibiting competition with NaPro
under certain circumstances during and for five years after the Executive's
employment.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, NaPro's directors
and certain of its officers, and persons holding more than ten percent of
NaPro's common stock are required to file forms reporting their beneficial
ownership of NaPro's common stock and subsequent changes in that ownership with
the Securities and Exchange Commission. Such persons are also required to
furnish NaPro copies of forms so filed. Based solely upon a review of copies of
such forms filed with NaPro, Sterling Ainsworth was late in filing one Form 4,
on which he reported 1 transaction. No other directors or officers were late in
filing any reports on Forms 3,4 and 5.
Compensation Committee Interlocks and Insider Participation
Currently the Compensation Committee consists of Dr. Hayes, Dr. Rudnick, and
Mr. Knowlton
Drs. Hayes and Rudnick provide certain consulting services to NaPro.
NaPro and MediScience Associates are parties to a consulting agreement (the
"MediScience Agreement") whereby Dr. Hayes, who is President and Chief Operating
Officer of MediScience, provides NaPro with consulting services in a variety of
areas, including clinical research planning, strategic positioning and
regulatory guidance. NaPro makes quarterly payments to MediScience under the
MediScience Agreement in the amount of $12,500 for such services. Dr. Hayes is
obligated to provide consulting services to NaPro under the MediScience
Agreement indefinitely, but the MediScience Agreement is terminable by NaPro or
MediScience at any time with 90 days prior written notice.
Dr. Rudnick, who was appointed as a director of NaPro in October 1998, provides
consulting services to NaPro pursuant to a consulting agreement dated June 1,
1998 (the "Rudnick Agreement") whereby Dr. Rudnick provides NaPro with
consulting services in the areas of clinical trial strategies and corporate
partnering activities. Dr. Rudnick is paid $1,750 per day spent providing
consulting services and $700 per day spent traveling on NaPro's behalf. As
additional compensation for such services Dr. Rudnick has been granted options
to purchase 15,000 shares of common stock at an exercise price of $2.00 which
vest as services are performed. As compensation for providing consulting
services under the Rudnick Agreement during 1999, Dr. Rudnick was paid $14,750
and options to purchase 3,850 shares of common stock vested.
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<PAGE>
Item 12
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of April 19, 2000
regarding ownership of the common stock by (1) persons believed by NaPro to be
the beneficial owners of more than five percent of its outstanding common stock;
(2) by each director and nominee for director and by the officers of NaPro named
in the Summary Compensation Table; and (3) by all current executive officers and
directors of NaPro as a group. Except where otherwise indicated, all addresses
are care of: NaPro BioTherapeutics, Inc., 6304 Spine Road, Unit A, Boulder, CO
80301.
Number of
Name of Director, Officer or Shares of Percent of
Beneficial Owner(1) Common Stock Class
- ------------------------------- ------------ ------
Leonard Shaykin 1,026,689(2) 4.37%
Sterling K. Ainsworth 1,411,669(3) 6.02%
Patricia A. Pilia 488,161(4) 2.09%
Gordon H. Link, Jr. 126,387(5) *
David L. Denny 84,289(6) *
Arthur H. Hayes, Jr. 40,000(7) *
Seth Rudnick 22,128(8) *
Stanley Knowlton 89,500(9) *
All Directors and Executive Offi- 3,443,616(10) 14.28%
cers as a Group (10 persons)
State of Wisconsin Investment 1,504,500(11) 6.49%
Board
P.O. Box 7842
Madison, Wisconsin 53707
Royal Bank Investment Manage- 1,363,500(12) 5.88%
ment Inc.
Royal Trust Tower, P.O. Box 121
77 King Street West, Suite 3800
Toronto, Ontario, Canada M5K
1H1
* Less than 1%
(1) Unless otherwise noted, NaPro believes that all persons named in the table
have sole voting and investment power with respect to all shares of common
stock beneficially owned by them.
(2) Includes 270,000 shares of common stock issuable upon exercise of options
granted to Mr. Shaykin under the 1994 Plan and 32,746 shares of common
stock issued to Mr. Shaykin as restricted stock under the 1994 Plan.
(3) Includes 246,000 shares of common stock issuable upon exercise of 1994
Plan options; 32,746 shares of common stock issued to Dr. Ainsworth as
restricted stock under the 1994 Plan; and 42,550 shares of common stock
gifted by Dr. Ainsworth to
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relatives and certain other persons, which Dr. Ainsworth may be deemed to
beneficially own by virtue of holding powers of attorney to vote and take
certain other actions with respect to such shares. Does not include shares
held by Dr. Pilia, who is engaged to be married to Dr. Ainsworth, and Dr.
Ainsworth disclaims beneficial ownership of the shares of common stock
beneficially owned by Dr. Pilia as well as of the gifted shares over which
Dr. Ainsworth holds powers of attorney.
(4) Includes 146,750 shares of common stock issuable upon exercise of 1994
Plan options; 24,560 shares of common stock issued to Dr. Pilia as
restricted stock under the 1994 Plan; and 10,800 shares of common stock
gifted by Dr. Pilia to relatives and certain other persons which Dr. Pilia
may be deemed to beneficially own by virtue of holding powers of attorney
to vote and take certain other actions with respect to such shares. Does
not include shares held by Dr. Ainsworth. Dr. Pilia disclaims beneficial
ownership of shares of common stock beneficially owned by Dr. Ainsworth
and the gifted shares over which Dr. Pilia holds powers of attorney. See
note (3) above.
(5) Includes 13,334 shares of common stock issuable upon the exercise of
options granted to Mr. Link under NaPro's 1993 Stock Option Plan ; 42,500
shares of common stock issuable upon the exercise of options granted to
Mr. Link under the 1994 Plan; and 24,560 shares of common stock issued as
restricted stock under the 1994 Plan.
(6) Includes 42,100 shares of common stock issuable upon exercise of options
granted to Mr. Denny under the 1994 Plan and 16,373 shares of common stock
issued as restricted stock under the 1994 Plan.
(7) Includes 40,000 shares of common stock issuable upon exercise of options
granted to Dr. Hayes under the 1994 Plan.
(8) Includes 22,128 shares of common stock issuable upon exercise of options
granted to Dr. Rudnick under the 1994 Plan.
(9) Includes 10,000 shares of common stock issuable upon exercise of options
granted to Mr. Knowlton under the 1994 Plan, 5,000 shares of common stock
held in a limited partnership, and 31,000 shares of common stock held by
spouse.
(10) Includes an aggregate of 914,546 shares of common stock issuable upon
exercise of outstanding stock options held by such persons.
(11) Information in the table as to beneficial ownership of common stock by the
State of Wisconsin Investment Board is based upon filings on Schedule 13G
made by the State of Wisconsin Investment Board.
(12) Information in the table as to beneficial ownership of common stock by
Royal Bank Investment Management, Inc. is based upon filings on Schedule
13G made by Royal Bank Investment Management, Inc. and Royal Canadian
Growth Fund. Royal Bank Investment Management, Inc. includes Royal Bank
Investment Management, Inc, RT Investment Management Holdings, Inc., The
Royal Trust Company, Royal Mutual Funds Inc., and Royal Canadian Growth
Fund, all of which were represented in the Schedule 13G filing.
Item 13
Certain Relationships and Related Transactions
Dr. Hayes and Rudnick provide certain consulting services to NaPro. See
"Compensation Committee Interlocks and Insider Partnerships."
Signatures
Pursuant to Section 13 of the Securities Exchange Act of 1934, NaPro caused this
amendment to its report on Form 10-K to be signed on its behalf.
NAPRO BIOTHERAPEUTICS, INC.
/s/ Gordon H. Link, Jr. May 1, 2000
- -----------------------------
Gordon H. Link, Jr.
Vice President,
Chief Financial Officer
(Principal Financial Officer)
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