REDACTED VERSION * = Confidential Portions
have been separately submitted to the commission
MARTEK BIOSCIENCES CORPORATION/
GIST-BROCADES B.V.
ARA PURCHASE AND PRODUCTION AGREEMENT
This ARA Purchase Agreement (the "Agreement") is made and entered into this 31st
day of December, 1996 (the "Effective Date") by and between Gist-Brocades, B.V.,
a company organized and existing under the laws of the Netherlands, having its
principal place of business at Wateringseweg 1, 2611 XT Delft, The Netherlands
("GB"), and Martek Biosciences Corporation, a Delaware corporation having its
principal place of business at 6480 Dobbin Road, Columbia, Maryland 21045
("Martek"), who, intending to be legally bound, hereby agree as follows:
1. INTRODUCTION
1.1. Martek owns technology related to the manufacture and use of
arachidonic acid and has certain issued patents and patents pending throughout
the world, claiming (i) certain processes for the manufacture of arachidonic
acid, (ii) certain compounds and (iii) certain applications; Martek manufactures
and sells arachidonic acid to a number of customers for application in food
(including infant formula) products.
1.2. GB owns technology related to the manufacture and use of
arachidonic acid and has patents pending throughout the world, claiming (i)
certain processes for the manufacture of arachidonic acid, (ii) certain
formulations for that product and (iii) certain compounds.
1.3. GB is currently building new production facilities for the
manufacture of arachidonic acid for sale to its customers; the capacity of these
facilities will exceed GB's own requirements for arachidonic acid for sale to
its customers.
1.4. Martek wishes to have GB manufacture arachidonic acid in
accordance with certain specifications as further specified below in Section 2
and GB is willing to supply arachidonic acid conforming to such specifications
to Martek.
1.5. The parties wish to enter into this Agreement to provide for
certain terms under which GB will produce arachidonic acid ordered by Martek,
and Martek will pay for arachidonic acid it orders from GB.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1996 Commission file number: 0-22354
MARTEK BIOSCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
------------
Delaware 52-1399362
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6480 Dobbin Road, Columbia, Maryland 21045
(Address of principal executive offices)
Registrant's telephone number including area code: (410) 740-0081
------------
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of class:) (Name of each exchange on which registered:)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 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 last 90 days. X Yes __ 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 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
The aggregate market value of Common Stock held by non-affiliates of
Registrant is $315,876,553 (based upon a last sale price of $24.75 per share of
the Common Stock as reported on the NASDAQ National Market System on January 17,
1997). The number of shares of Common Stock outstanding as of January 17, 1997
was 13,520,850.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of Registrant's Annual Report to Stockholders for the
fiscal year ended October 31, 1996 are incorporated by reference into Part II of
this Report. Certain portions of the Registrant's Definitive Proxy Statement for
its 1997 Annual Meeting of Stockholders (which is expected to be filed with the
Commission within 120 days after the end of the Registrant's 1996 fiscal year)
are incorporated by reference into Part III of this Report.
\\\BA - 61954/14 - 0019862.03
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to the Company's Registration Statement on Form S-3, File No.
33-93580, filed June 16, 1995, and incorporated by reference
herein ).
4.03 Warrant No.1 issued pursuant to Common Stock and Warrant Purchase
Agreements and schedule of Warrants (filed as Exhibit 4.3 to
the Company's Registration Statement on Form S-3, File No.
33-93580, filed June 16, 1995, and incorporated by reference
herein).
4.04 Form of Rights Agreement dated as of January 24, 1996 between
the Company and Registrar and Transfer Company, as Rights
Agent (filed as Exhibit 4 to the Company's Form 8-K, File No.
0-22354, filed January 29, 1996, and incorporated by reference
herein).
10.01 Form Indemnification Agreement for directors.
10.02 1986 Stock Option Plan, as amended.
10.03 1992 Registration Rights Agreement between the Company and
Preferred Stockholders.
10.04 Employment Agreement, dated May 4, 1990, between the Company and
Henry Linsert, Jr.
10.05 Employment Agreement, dated May 7, 1990, between the Company and
Richard J. Radmer.
10.06 Employment Agreement, dated May 7, 1990, between the Company and
David J. Kyle.
10.07 Employment Agreement, dated May 7, 1990, between the Company and
Paul W. Behrens.
10.08 Form of Proprietary Information, Inventions and Non-Solicitation
Agreement.
10.12 Collaborative Research and License Agreement, dated April 30,
1993, as amended June 11, 1993, between the Company and the
Trustees of Columbia University.
10.13 Lease, commencement date October 15, 1992, between the Company
and Aetna Life Insurance Company, as modified on August 5,
1993.
10.14 License Agreement, dated September 10, 1992, between the Company
and [*].
10.14A Exhibits to September 10, 1992 License Agreement.[*]
10.15 License Agreement, dated October 28, 1992, between the Company
and [*].
10.15A Exhibits to October 28, 1992 License Agreement.[*] 10.16 License
Agreement, dated January 28, 1993 between the Company and [*]
(Domestic and International Versions).
10.16A Exhibits to January 28, 1993 License Agreements.[*] 10.17
Management Cash Bonus Incentive Plan, dated June 10, 1993.
10.18 Lease Modification Agreement, dated October 14, 1993 between the
Company and Aetna Life Insurance Company.
10.19 Letter of Intent, dated January 13, 1995, between the Company
and Golden Technologies Corporation (filed as Exhibit 10.19 to
the Company's 1994 Form 10-K, File No. 0-22354, and
incorporated by reference herein).
10.20 Second Lease Modification Agreement, dated September 27, 1994,
between the Company and Aetna Life Insurance Company (filed as
Exhibit 10.20 to the Company's 1994 Form 10-K, File No.
0-22354, and incorporated by reference herein).
10.21 Purchase and Sale Agreement, dated February 16, 1995, between
the Company and Zeagan, Inc. (filed as Exhibit 4.3 to the
Company's Registration Statement on Form S-3, File No.
33-89760, filed March 15, 1995, and incorporated by reference
herein ).
10.22 Directors' Stock Option Plan (filed as Exhibit 4.1(b) to the
Company's Registration Statement on Form S-8, File No.
33-79222, filed May 23, 1994, and incorporated by reference
herein).
10.23 Manufacturing Agreement, dated December 31, 1996, between the
Company and Royal Gist-Brocades B.V. [***] **
13.01 Portions of the Annual Report to Stockholders of the Company
for the year ended October 31, 1996.** A complete Annual
Report to Stockholders is furnished solely for the information
of the Securities and Exchange Commission and shall not be
deemed a "filed" document.
23.01 Manually signed Consent of Ernst & Young LLP, Independent
Auditors.**
24.01 Power of Attorney of the Board of Directors (included on
signature page of this Report)
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* Confidential treatment was granted for certain portions of these
agreements.
** Filed herewith. Unless otherwise noted, all other Exhibits
are incorporated by reference as an exhibit to the Registrant's
Registration Statement on Form S-1 (No. 33-68522).
*** Confidential treatment is being requested for certain portions of
this agreement and such portions have been separately submitted to the
commission.
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized on January 29, 1997.
MARTEK BIOSCIENCES CORPORATION
By /s/ Henry Linsert, Jr.
Henry Linsert, Jr.
Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Henry Linsert, Jr. and Steve Dubin, and each of them
individually, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and his name, place and stead
in any and all capacities, to sign the report and any and all amendments to this
report, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney's-in-fact and agents, full power and authority to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirement of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the date
indicated.
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Signatures Title Date
/s/ Henry Linsert, Jr. Chief Executive Officer and January 29, 1997
- -------------------------- Director (Principal Executive
Henry Linsert, Jr. Officer)
/s/ Steve Dubin Secretary and Treasurer January 29, 1997
- --------------------------
Steve Dubin (Principal Financial and
Accounting Officer)
/s/ Jules Blake Director January 29, 1997
Jules Blake
/s/ Ann L. Johnson Director January 29, 1997
- --------------------------
Ann L. Johnson
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/s/Douglas J. MacMaster, Jr. Director January 29, 1997
- --------------------------
Douglas J. MacMaster, Jr.
/s/ John H. Mahar Director January 29, 1997
- --------------------------
John H. Mahar
/s/ Sandra Panem Director January 29, 1997
- --------------------------
Sandra Panem
/s/ Richard J. Radmer President and Director January 29, 1997
- --------------------------
Richard J. Radmer
/s/ Eugene H. Rotberg Director January 29, 1997
- --------------------------
Eugene H. Rotberg
/s/ William D. Smart Director January 29, 1997
- --------------------------
William D. Smart
/s/ Bruce E. Elmblad Director January 29, 1997
- --------------------------
Bruce E. Elmblad
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10.18 Lease Modification Agreement, dated October 14, 1993
between the Company and Aetna Life Insurance Company.
10.19 Letter of Intent, dated January 13, 1995, between the Company
and Golden Technologies Corporation (filed as Exhibit 10.19 to
the Company's 1994 Form 10-K, File No. 0-22354, and
incorporated by reference herein).
10.20 Second Lease Modification Agreement, dated September 27, 1994,
between the Company and Aetna Life Insurance Company (filed as
Exhibit 10.20 to the Company's 1995 Form 10-K, File No.
0-22354, and incorporated by reference herein).
10.21 Purchase and Sale Agreement, dated February 16, 1995, between
the Company and Zeagan, Inc. (filed as Exhibit 4.3 to the
Company's Registration Statement on Form S-3, File No.
33-89760, filed March 15, 1995, and incorporated by reference
herein).
10.22 Directors' Stock Option Plan (filed as Exhibit 4.1(b) to the
Company's Registration Statement on Form S-8, File No.
33-79222, filed May 23, 1994, and incorporated by reference
herein).
10.23 Manufacturing Agreement, dated December 31, 1996, between the
Company and Royal Gist-Brocades B.V. [***] **
13.01 Portions of the Annual Report to Stockholders of the Company
for the year ended October 31, 1996.** A complete Annual
Report to Stockholders is furnished solely for the information
of the Securities and Exchange Commission and shall not be
deemed a "filed" document..
23.01 Manually signed Consent of Ernst & Young LLP, Independent Auditors.**
24.01 Power of Attorney of the Board of Directors (included on signature
page of this Report)
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* Confidential treatment was granted for certain portions of these
agreements.
** Filed herewith. Unless otherwise noted, all other Exhibits are
incorporated by reference as an exhibit to the Registrant's
Registration Statement on Form S-1 (No. 33-68522).
*** Confidential treatment is being requested for certain portions of
this agreement and such portions have been separately submitted
to the commission.
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