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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 December 31, 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 0-21198
ZONAGEN, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0233274
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2408 Timberloch Place, Suite B-4
The Woodlands, Texas 77380
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 367-5892
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
Common Stock, $.001 par value Pacific Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on
which registered
Common Stock, $.001 par value Nasdaq National Market
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 checkmark if disclosure of delinquent filings
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. ______
The aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $310,086,607 as of March 11,
1999, based on the closing sales price of the registrant's common stock on the
Nasdaq National Market on such date of $30.50 per share. For purposes of the
preceding sentence only, all directors, executive officers and beneficial owners
of ten percent or more of the shares of the registrant's common stock are
assumed to be affiliates. As of March 11, 1999, 11,220,894 shares of the
registrant's common stock were outstanding.
Certain sections of the registrant's definitive proxy statement
relating to the registrant's 1999 annual meeting of stockholders, which proxy
statement will be filed under the Securities Exchange Act of 1934 within 120
days of the end of the registrant's fiscal year ended December 31, 1998, are
incorporated by reference into Part III of this Annual Report on Form 10-K.
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Explanation:
Registrant is filing this 10-K/A solely to properly indicate on the cover the
"Securities Registered Pursuant to Section 12(g) of the Act."
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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 April
6, 1999.
ZONAGEN, INC.
By: /s/ Joseph S. Podolski
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Joseph S. Podolski
President and Chief
Executive Officer
