UNITED STATES
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, 1999
[ ] 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 0-23155
TRIMERIS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-1808663
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4727 UNIVERSITY DRIVE, SUITE 100
DURHAM, NORTH CAROLINA 27707
(Address of principal executive offices, including Zip Code)
(919) 419-6050
Registrant's telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 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. [ 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 10-K. [ x ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, as of March 31, 2000 was approximately $781,445,239 (based on the
last sale price of such stock as reported by the Nasdaq National Market System):
The number of shares of the registrant's Common Stock outstanding as of March
31, 2000 was 15,647,682
DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
TRIMERIS, INC.
FORM 10-K/A ANNUAL REPORT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
Table of Contents
<TABLE>
<CAPTION>
Item Number Page
- ----------- ----
PART III.
<S> <C> <C>
Item 10. Directors and Executive Officers of the Registrant 1
--------------------------------------------------
Item 11. Executive Compensation 4
----------------------
Item 12. Security Ownership of Certain Beneficial Owners and Management 14
--------------------------------------------------------------
Item 13. Certain Relationships and Related Transactions 16
----------------------------------------------
</TABLE>
<PAGE>
Trimeris, Inc. is amending its Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 to add the information required by Part III of Form
10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our Board of Directors is currently composed of five members. In accordance
with the terms of our Third Amended and Restated Certificate of Incorporation,
our Board of Directors is divided into three classes, denominated Class I, Class
II and Class III, with members of each class holding office for staggered
three-year terms. At each annual stockholder meeting, the successors to the
Directors whose terms expire will be elected to serve from the time of their
election and qualification until the third annual meeting of stockholders
following their election or until a successor has been duly elected and
qualified. Each person nominated for election has agreed to serve if elected,
and management has no reason to believe that any nominee will be unavailable to
serve.
The following table sets forth information regarding the directors:
<TABLE>
<CAPTION>
YEAR FIRST CLASS
ELECTED TERMINATION
NAME DIRECTOR AGE YEAR POSITION
- ---- -------- --- ---- --------
<S> <C> <C> <C> <C>
Dani P. Bolognesi, Ph.D. 1993 59 2000 Chief Executive Officer and Chief
Scientific Officer of Trimeris, Director
J. Richard Crout, M.D. 1998 70 2000 Director
Jeffrey M. Lipton 1998 57 2001 Director
E. Gary Cook, Ph.D. 1999 55 2001 Director
Jesse I. Treu, Ph.D. 1993 53 2002 Director
Director
Charles A. Sanders, M.D. 1996 68 2002 Director
</TABLE>
EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES
The following table sets forth the name, age and position of our executive
officers, directors and key employees as of March 31, 2000:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Dani P. Bolognesi, Ph.D.................... 59 Chief Executive Officer, Chief Scientific Officer and Director
Robert R. Bonczek.......................... 55 Chief Financial Officer and General Counsel
M. Nixon Ellis, Ph.D....................... 51 Executive Vice President and Chief Business Officer
Samuel Hopkins, Ph.D....................... 41 Senior Vice President of Medical Affairs
M.C. Kang, Ph.D............................ 48 Senior Vice President of Development
Thomas J. Matthews, Ph.D................... 55 Senior Vice President of Research and Development
Timothy J. Creech.......................... 39 Principal Accounting Officer, Secretary, and Director of
Finance
Jeffrey M. Lipton(1)(2).................... 57 Chairman of the Board of Directors
E. Gary Cook, Ph.D.(2)..................... 55 Director
J. Richard Crout, M.D.(1).................. 70 Director
Charles A. Sanders, M.D.(1)(2)............. 68 Director
Jesse I. Treu, Ph.D.(1).................... 53 Director
</TABLE>
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
DANI P. BOLOGNESI, PH.D. is a founder of Trimeris, has been a director since its
inception and was
1
<PAGE>
named Chief Executive Officer and Chief Scientific Officer in March 1999. Dr.
Bolognesi held a number of positions at Duke University from 1971 to March 1999,
and served as James B. Duke Professor of Surgery, Professor of
Microbiology/Immunology, Vice Chairman of the Department of Surgery for Research
and Development and Director of the Duke University Center for AIDS Research
from 1989 to March 1999. From 1988 to March 1999, Dr. Bolognesi was the Director
of the Central Laboratory Network that supports all HIV vaccine clinical trials
sponsored by the National Institutes of Health. Dr. Bolognesi received his Ph.D.
degree in Virology from Duke University.
ROBERT R. BONCZEK joined Trimeris as a consultant in March 1997, was named
Acting Chief Administrative Officer and Acting Chief Financial Officer in
September 1999, was named Chief Financial Officer in March 2000 and was named
General Counsel in April 2000. Since 1991, Mr. Bonczek has acted in a consulting
capacity for Donaldson, Lufkin & Jenrette, an investment bank, and for Wilmer,
Cutler & Pickering, a law firm, and serves as President of AspenTree Capital, a
financial services and investment management company. Prior to 1991, Mr. Bonczek
was with E.I. Du Pont de Nemours & Co., a chemical company, for 24 years,
holding a number of senior management positions, including Corporate Counsel.
Mr. Bonczek received his J.D. degree from the University of North Carolina and
his M.B.A. from The Wharton School at the University of Pennsylvania.
M. NIXON ELLIS, PH.D. joined Trimeris as Executive Vice President and Chief
Business Officer in March 2000. Prior to joining Trimeris, Dr. Ellis served as a
founder and director of Triangle Pharmaceuticals, Inc., a biopharmaceutical
company from July 1995 until February 2000 and President and Chief Operating
Officer from September 1995 until February 2000. From 1983 to 1995, Dr. Ellis
held various positions at Burroughs Wellcome Co., a multinational pharmaceutical
company, most recently serving as Global Brand Director, HIV/Retrovir at The
Wellcome Foundation Ltd. and Assistant Director, Division of Virology. Dr. Ellis
received his Ph.D. degree in Microbiology from the University of Georgia and his
M.B.A. from the University of North Carolina.
SAMUEL HOPKINS, PH.D. joined Trimeris as Director of Drug Development in April
1995, was named Vice President of Medical Affairs in June 1997 and was named
Senior Vice President of Medical Affairs in July 1999. From 1991 to April 1995,
Dr. Hopkins held various positions at Cato Research, Ltd., a contract research
organization, most recently serving as Director of Oncology and Antiviral Drug
Product Development and Senior Clinical Research Scientist. From 1987 to 1991,
Dr. Hopkins was a Senior Research Scientist in the Division of Virology at
Burroughs Wellcome Co. Dr. Hopkins received his Ph.D. degree in Biochemistry and
Biophysics from the Medical College of Virginia.
M.C. KANG, PH.D. joined Trimeris as a consultant in October 1995 and was named
Director of Chemistry in August 1996, Vice President of Development in September
1998 and Senior Vice President of Development in July 1999. Prior to joining
Trimeris, Dr. Kang held various positions at Glaxo plc from 1990 to October
1995, most recently serving as Director of Chemical Development. From 1986 to
1990, Dr. Kang was a Development Chemist in the Medical Products Division at
E.I. Du Pont de Nemours & Co. Dr. Kang received his Ph.D. degree in Synthetic
Organic Chemistry from Oregon State University.
THOMAS J. MATTHEWS, PH.D. is a founder of Trimeris and joined Trimeris as Senior
Vice President of Research and Development in July 1999. Dr. Matthews held a
number of positions at Duke University from 1977 to July 1999, most recently
serving as Associate Professor of Experimental Surgery at the Duke University
Medical Center and a member of the Duke University Center for AIDS Research. Dr.
Matthews received his Ph.D. degree from in Biochemistry from the University of
Missouri.
TIMOTHY J. CREECH, C.P.A. joined Trimeris as Director of Finance in July 1997
and was appointed Secretary in June 1999. From July 1996 to June 1997, prior to
joining Trimeris, Mr. Creech was Corporate Controller at Performance Awareness
Corporation, a software company. From December 1993 to July 1996, Mr. Creech was
Director of Finance at Avant! Corporation, a software company. From 1990 to
December 1993, Mr. Creech was a senior manager at KPMG LLP, independent auditors
for Trimeris.
JEFFREY M. LIPTON has been a director of Trimeris since June 1998 and has been
Chairman of the
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Board since June 1999. Since July 1998, Mr. Lipton has been President and Chief
Executive Officer of NOVA Chemicals Corporation, a chemicals company
headquartered in Calgary, Alberta, Canada. Mr. Lipton was President of NOVA
Corporation, a worldwide natural gas services and petrochemicals company from
September 1994 until July 1998, a director from April 1996 until July 1998,
Senior Vice President from 1993 until February 1994 and Senior Vice President
and Chief Financial Officer until September 1994. Prior to NOVA, Mr. Lipton was
with E.I. Du Pont de Nemours & Co. for 29 years, holding a number of senior
management positions, including Vice President, Medical Products, Vice
President, Polymer Products, Vice President, Corporate Marketing and Continuous
Improvement, and Vice President, Corporate Plans. Mr. Lipton is a director of
NOVA Chemical Corporation, Chairman of the Board of Directors of Methanex
Corporation and the American Plastics Council, and a Director of the Chemical
Manufacturers' Association. Mr. Lipton received his M.B.A. from Harvard
University.
E. GARY COOK has been a director of Trimeris since February 2000. From 1996 to
his retirement in 1999, Dr. Cook was Chairman of the Board of Directors,
President and Chief Executive Officer of Witco Corporation, a global specialty
chemicals corporation. From 1994 to 1996, Dr. Cook was President and Chief
Operating Officer of Albemarle Corporation, a global specialty chemicals
corporation. From 1992 to 1994, Dr. Cook was Senior Vice President, President -
Chemicals, and member of the Board of Directors of Ethyl Corporation. Prior to
Ethyl, Dr. Cook was with E.I. Du Pont de Nemours & Co. for 23 years, holding a
number of senior management positions, including Vice President, Printing and
Publishing, Vice President, Medical Products, and Vice President, Corporate
Plans. Dr. Cook received his Ph.D. degree in Chemistry from Virginia Polytechnic
Institute.
J. RICHARD CROUT, M.D. has been a director of Trimeris since November 1998.
Since 1994, Dr. Crout has been President of Crout Consulting, a firm that
provides consulting advice to pharmaceutical and biotechnology companies on the
development of new products. From 1984 to 1993, Dr. Crout was Vice President,
Medical and Scientific Affairs with Boehringer Mannheim Pharmaceuticals Corp.
From 1973 to 1982, Dr. Crout was Director of the Bureau of Drugs, now known as
the Center for Drug Evaluation and Research at the U.S. Food and Drug
Administration. Dr. Crout serves on the Boards of Directors of Genelabs
Technologies, Inc., and GelTex Corporation. Dr. Crout received an M.D. degree
from Northwestern University Medical School.
CHARLES A. SANDERS, M.D. has been a director of Trimeris since October 1996.
From 1989 to May 1995, Dr. Sanders was Chairman of the Board of Directors and
Chief Executive Officer of Glaxo Inc. and a member of the Board of Directors of
Glaxo plc. Prior to joining Glaxo, Dr. Sanders held a number of positions at
Squibb Corporation, a multi-national pharmaceutical corporation, including Vice
Chairman, Chief Executive Officer of the Science and Technology Group and
Chairman of the Science and Technology Committee of the Board. Dr. Sanders
serves on the Boards of Directors of Magainin Pharmaceuticals, Inc., Vertex
Pharmaceuticals Incorporated, Kendle International Inc., Scios Inc.,
Pharmacopeia, Inc., Staffmark, Inc., Genentech Inc., and Biopure Corp. Dr.
Sanders received an M.D. degree from Southwestern Medical College of the
University of Texas.
JESSE I. TREU, PH.D. has been a director of Trimeris since its inception and
served as Chairman of the Board from 1993 until 1999. Dr. Treu intends to resign
as a director in June 2000 prior to the annual meeting of stockholders. Since
1986, Dr. Treu has been a Managing Member of Domain Associates, LLC, a venture
capital firm specializing in investments in life sciences. Dr. Treu serves on
the Boards of Directors of Focal, Inc., GelTex Pharmaceuticals, Inc., Simione
Central Holdings, Inc. and OraPharma, Inc. Dr. Treu received his Ph.D. degree in
Physics from Princeton University.
BOARD MEETINGS AND COMMITTEES
Our Board of Directors met a total of 12 times during the year ended
December 31, 1999. Each of the directors attended at least 75% of the aggregate
of (i) the total number of meetings of the Board and (ii) the total number of
meetings held by all committees of the Board on which he served.
The Board has a standing Compensation Committee currently composed of
Messrs. Lipton, Sanders and
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<PAGE>
Cook. The Compensation Committee met two times in 1999. The Compensation
Committee reviews and acts on matters relating to compensation levels and
benefit plans for our executive officers and key employees, including salary and
stock options. The Compensation Committee is also responsible for granting stock
awards, stock options and stock appreciation rights and other awards to be made
under our existing incentive compensation plans. The Compensation Committee is
also responsible for corporate governance issues, including nomination of new
directors, ongoing evaluation of the executive management team and other related
issues.
The Board also has a standing Audit Committee composed of Messrs. Lipton,
Crout, Sanders and Treu. The Audit Committee met one time in 1999. The Audit
Committee assists in selecting the independent accountants, designating the
services they are to perform and in maintaining effective communication with
those accountants. In February 2000, the Board elected Mr. Lipton as the
chairman of the Audit Committee.
DIRECTOR COMPENSATION
We reimburse our directors for all reasonable and necessary travel and other
incidental expenses incurred in connection with their attendance at meetings of
the Board. Directors do not receive additional compensation in connection with
their attendance at meeting. In addition, all eligible non-employee directors,
except the Chairman, automatically receives an option to purchase 10,000 shares
of common stock at each annual meeting of stockholders and the Chairman
automatically receives an option to purchase 15,000 shares of common stock at
each annual meeting of stockholders. In addition, all eligible non-employee
directors serving as a member of the Compensation Committee or Audit Committee,
except the director serving as chairman of the committee, receive an option to
purchase 1,250 shares of common stock at each annual meeting of stockholders and
the eligible non-employee director serving as chairman of any of these
committees receives an option to purchase 2,500 shares of common stock at each
annual meeting of stockholders. These options will have an exercise price equal
to 100% of the fair market value of our common stock on the grant date and will
become exercisable after the completion of one year of service following the
grant. Newly-elected directors will be granted an option to purchase 20,000
shares of common stock, with the options vesting ratably over the director's
three year term. These options have an exercise price equal to 100% of the fair
market value of our common stock on the grant date.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and directors, and
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership and changes in ownership with the SEC and the Nasdaq
National Market ("Nasdaq"). Officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish Trimeris with copies of
all reports they file pursuant to Section 16(a).
Based solely on a review of the copies of such reports furnished to us, or
written representations that no Form 5s were required, we believe that, during
the year ended December 31, 1999, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% stockholders were
satisfied.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
annual and long-term compensation paid by us during the fiscal years ended
December 31, 1999, 1998 and 1997 to all individuals who served as our chief
executive officer during 1999 and to our four most highly compensated executive
officers (other than our chief executive officer) who are serving or served as
executive officers during 1999 and whose 1999 compensation exceeded $100,000
(collectively, the "Named Executive Officers").
4
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND --------------------------- STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARDS(2) OPTIONS(#) COMPENSATION
- ------------------ ---- ------ -------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dani P. Bolognesi (3) 1999 $277,480 $130,470 $ -- 235,000 $40,000(10)
Chief Executive Officer and 1998 117,654 40,000 -- 54,500 --
Chief Scientific Officer 1997 41,667 -- -- -- --
Robert R. Bonczek (4) 1999 169,996 72,200 -- 150,000 --
Chief Financial Officer and 1998 139,992 37,500 -- 20,000 --
General Counsel 1997 87,535 -- -- 23,530 --
M. Nixon Ellis (5) 1999 -- -- -- -- --
Executive Vice President and 1998 -- -- -- -- --
Chief Business Officer 1997 -- -- -- -- --
Matthew A. Megaro (6) 1999 209,553 -- -- -- --
Former President, Chief 1998 186,000 37,200(7) -- 70,000 --(10)
Financial Officer, 1997 177,950 117,000 -- -- --
and Secretary
M. Ross Johnson (8) 1999 290,545 -- -- -- --
Former President, Chief Executive 1998 260,004 65,000(9) -- 135,000 --(10)
Officer and Chief Scientific Officer 1997 249,300 200,000 -- -- --
</TABLE>
(1) In 1998, no annual bonuses were awarded to the Named Executive Officers,
however a bonus pool was accrued for payment of bonuses to our executive
officers and employees. In August 1999, 1998 bonuses were awarded and paid
to the Named Executive Officers for achievement in 1998; however, such
bonuses are reported with the 1998 compensation. In January 2000, 1999
bonuses were awarded and paid to the Named Executive Officers for
achievement in 1999; however, such bonuses are reported with the 1999
compensation.
(2) In May 1997 and June 1997, restricted stock awards of 127,060 and 76,470
shares were granted to Dr. Johnson and Mr. Megaro, respectively, at their
fair market value on the date of grant in consideration for full recourse
secured promissory notes payable to us bearing interest at eight percent
per annum. These notes have been paid in full. Our right of repurchase was
waived with respect to these shares pursuant to the severance agreement
with each of Dr. Johnson and Mr. Megaro and such agreement provided for
accelerated vesting of certain other restrictions which lapsed ratably over
a 48-month period. Aggregate holdings of restricted stock at March 12, 1999
and September 1, 1999, their respective dates of resignation, were 103,706
and 54,250 shares for Dr. Johnson and Mr. Megaro, respectively. The market
value of these shares, based on the closing price of our common stock on
December 31, 1999 of $23.625, was $2,450,054 and $1,281,656 for Dr. Johnson
and Mr. Megaro, respectively.
(3) Dr. Bolognesi was named Chief Executive Officer and Chief Scientific
Officer in March 1999. From January 1999 to February 1999, Dr. Bolognesi
was paid $49,230 for his services as a consultant. In 1999, Dr. Bolognesi
was paid $228,250 for his services as Chief Executive Officer and Chief
Scientific Officer, received a one-time payment of $40,000 for
reimbursement of lost income, and received a bonus for his services for
1998 in the amount of $40,000. In 1998, Dr. Bolognesi was paid $52,500 for
his services as a consultant, a director and a member of the Scientific
Advisory Board, was paid $65,154 for his services as a temporary employee
and received an option grant in the amount of
5
<PAGE>
54,500 shares for these services. In 1997, Dr. Bolognesi was paid $41,667
for his services as a consultant, a director and a member of the Scientific
Advisory Board.
(4) Mr. Bonczek was named Chief Financial Officer in March 2000 and General
Counsel in April 2000. In 1999, Mr. Bonczek was paid $99,996 for his
services as a consultant, was paid $70,000 as Acting Chief Financial
Officer and Acting Chief Administrative Officer, received an option grant
in the amount of 50,000 shares for these services as a consultant and
received an option grant in the amount of 100,000 shares for his
appointment as Acting Chief Financial Officer and Acting Chief
Administrative Officer. In 1998, Mr. Bonczek was paid $139,992 for his
services as a consultant, received a bonus for his services for 1998 in the
amount of $37,500 and received an option grant in the amount of 20,000
shares. In 1997, Mr. Bonczek was paid $87,535 for his services as a
consultant and received an option grant in the amount of 23,530 shares.
(5) Dr. Ellis was named Executive Vice President and Chief Business Officer in
March 2000 with compensation at an annual rate of $220,000.
(6) Mr. Megaro resigned as President and Chief Financial Officer in September
1999.
(7) Pursuant to his severance agreement, Mr. Megaro was paid a bonus of $37,200
for 1998.
(8) Dr. Johnson resigned as President, Chief Executive Officer and Chief
Scientific Officer in March 1999.
(9) Pursuant to his severance agreement, Dr. Johnson was paid a bonus of
$65,000 for 1998.
(10) Beginning in 1998, we matched 100% of a participant's contributions to the
Trimeris Employee 401(k) Plan with common stock, provided the participant
was employed on the last day of the year. The number of shares issued is
based on the contributions to be matched divided by the closing price of
the common stock on the last trading day of the year. On December 31, 1998,
Dr. Johnson and Mr. Megaro each received 851 shares and are vested in those
shares. On December 31, 1999, Dr. Bolognesi received 423 shares of stock
and as of March 31, 2000, is vested in 105 of those shares.
DESCRIPTION OF THE STOCK INCENTIVE PLAN
Our Stock Incentive Plan provides for the grant of incentive stock options,
restricted stock or other stock based awards to our employees, including
directors who are employees, and for the grant of nonstatutory stock options,
restricted stock or other stock-based awards to our employees, officers,
directors, consultants and advisors. Our Stock Incentive Plan is administered by
our compensation committee. A maximum of 2,602,941 shares are authorized for
issuance under the Stock Incentive Plan. At March 31, 2000, there were
approximately 199,000 shares authorized and available for grant and there were
approximately 95 employees, officers, directors, consultants and advisors
eligible to participate under the Stock Incentive Plan. The exercise price of
all stock options granted under our Stock Incentive Plan must be at least equal
to the fair market value of the common stock on the date of grant. Our plan does
not permit a change in the exercise price of any option previously granted
except as otherwise permitted pursuant to our Stock Incentive Plan, such as in
the event of a stock split or merger, and the applicable section of the Internal
Revenue Code.
If an optionee ceases to be employed for any reason other than death or
disability, each outstanding option held by the optionee will terminate and
cease to be exercisable no later than three months after the date the optionee
ceases to be employed by us. If an optionee dies, all of his or her options
become exerciseable immediately. The Stock Incentive Plan provides that any
option granted to a participant who is subject to the provisions of Section 16
of the Exchange Act shall not become exercisable for a period of at least six
months following the date of grant.
If:
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o we merge with or consolidate into another corporation, which results in our
stockholders owning less than 60% of the voting power of the voting
securities of the surviving or successor corporation following the
transaction,
o we sell all or substantially all of our assets,
o we completely liquidate, or
o someone acquires 50% or more of the voting power of our outstanding
securities, except through a merger, consolidation or an acquisition of our
securities directly from us,
then all restricted stock awards shall become fully vested and free of all
restrictions and all other stock-based awards shall become fully vested,
exercisable or free of all restrictions, as the case may be.
In the event of an acquisition of 50% or more of the voting power of our
outstanding securities, except through a merger, consolidation or an acquisition
of our securities directly from us, then all options and stock appreciation
rights become fully vested and exercisable. If we execute an agreement to:
o merge or consolidate and our stockholders before the transaction own less
than 60% of the voting power of the voting securities of the surviving or
successor corporation following the transaction,
o sell all or substantially all of our assets, or
o completely liquidate,
then all options and stock appreciation rights become fully vested and
exercisable and the Board of Directors may, in its discretion, terminate any
unexercised awards, or permit the acquiring or succeeding corporation to assume
or substitute equivalent options or stock appreciation rights for ours.
The Board of Directors may terminate or amend the Stock Incentive Plan at
any time. Our stockholders must approve any increase in the total number of
shares available under the Stock Incentive Plan. No awards may be made under the
Stock Incentive Plan after September 2007.
NEW PLAN BENEFITS AND OPTION GRANT TABLE
Because the Stock Incentive Plan is discretionary, benefits to be received
by individual optionees are not determinable. However, each of the Directors
serving at the Annual Meeting will receive an automatic option grant to purchase
10,000 shares on the date of the Annual Meeting with an exercise price per share
equal to the closing price per share of common stock on the date of the Annual
Meeting. The table below shows, as to each of the Named Executive Officers named
in the Summary Compensation Table and the various indicated groups, (i) the
number of shares of common stock for which options have been granted under the
Stock Incentive Plan for the one-year period ending December 31, 1999 plus the
period through March 31, 2000 and (ii) the weighted average exercise price per
share.
<TABLE>
<CAPTION>
Weighted Average
Number of Exercise Price of
Name and Position Option Shares Granted Options
<S> <C> <C>
Dani P. Bolognesi
Chief Executive Officer and
Chief Scientific Officer 235,000 $ 11.63
Robert R. Bonczek
Chief Financial Officer and General Counsel 150,000 15.63
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<PAGE>
M. Nixon Ellis
Executive Vice President and
Chief Business Officer 100,000 49.94
M. Ross Johnson
Former President, Chief Executive Officer and
Chief Scientific Officer (1) -- --
Matthew A. Megaro
Former President, Chief Financial Officer,
and Secretary (2) -- --
All current executive officers as a group (3 persons) 485,000 20.76
All current directors (other than executive officers) as a
group (5 persons) 75,000 23.39
All employees, including current officers who are not
executive officers as a group (74 persons) 486,450 13.27
</TABLE>
(1) Dr. Johnson was named President and Chief Executive Officer in March 1996,
and resigned as President, Chief Executive Officer and Chief Scientific
Officer in March 1999.
(2) Mr. Megaro was named Chief Financial Officer in March 1995, was named
Secretary in June 1997, was named President in March 1999 and resigned as
President and Chief Financial Officer in September 1999.
STOCK OPTION INFORMATION
The following table contains information concerning stock options granted
during the fiscal year ended December 31, 1999 to the Named Executive Officers.
We have never granted any stock appreciation rights.
<TABLE>
<CAPTION>
OPTIONS GRANTED IN THE YEAR ENDED DECEMBER 31, 1999
POTENTIAL REALIZABLE
VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL RATES
------------------------------------------------------------ OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE FOR OPTION TERM(2)
OPTIONS TO EMPLOYEES IN PRICE PER EXPIRATION ------------------
NAME GRANTED(#)(1) 1999 SHARE DATE 5% 10%
- ---- ------------- ---- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Dani P. Bolognesi 235,000 27% $11.625 4/21/09 $1,718,000 4,354,000
Robert R. Bonczek 100,000 11% 17.625 10/01/09 1,108,000 2,809,000
50,000 6% 11.625 4/21/09 366,000 926,000
M. Nixon Ellis -- -- -- -- -- --
Matthew A. Megaro -- -- -- -- -- --
M. Ross Johnson -- -- -- -- -- --
</TABLE>
8
<PAGE>
(1) Each option represents the right to purchase one share of common stock. The
options shown in this column were all granted pursuant to our Stock
Incentive Plan. The options shown in this table become exercisable ratably
on a monthly basis over four years from the date of grant. Upon the
occurrence of certain events that result in a change of control, all
outstanding options granted to all employees, including executive officers,
will become fully exercisable.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and
10% assumed annual rates of compounded stock price appreciation are
mandated by the rules of the SEC and do not represent an estimate or
projection of our future common stock prices. These amounts represent
certain assumed rates of appreciation in the value of our common stock from
the fair market value on the date of grant. Actual gains, if any, on stock
option exercises are dependent on the future performance of the common
stock and overall stock market conditions. The amounts reflected in the
table may not necessarily be achieved.
YEAR-END OPTION TABLE
The following table contains information regarding stock options held by our
Named Executive Officers, and the number of and value of any in-the-money
options as of December 31, 1999. The value of unexercised in-the-money options
at December 31, 1999 is based on a value of $23.625 per share, the fair market
value of our common stock as reflected by the closing price on the Nasdaq
National Market on December 31, 1999, less the per share exercise price,
multiplied by the number of shares issuable upon exercise of the option.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN THE YEAR ENDED DECEMBER 31, 1999 AND YEAR-END
OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AS OF IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1999 (#) DECEMBER 31, 1999
SHARES ACQUIRED VALUE ---------------------- -----------------
NAME ON EXERCISE (#) REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dani P. Bolognesi -- -- 110,307 216,835 $1,866,000 $2,683,000
Robert R. Bonczek -- -- 32,279 161,251 536,000 1,511,000
M. Nixon Ellis -- -- -- -- -- --
Matthew A. Megaro 32,083 $471,000 -- -- -- --
M. Ross Johnson 98,438 $728,000 -- -- -- --
</TABLE>
(1) Value realized in calculated as the fair market value of our common stock
as reflected by the closing price on the Nasdaq National Market on the date
of exercise, less the per share exercise price, multiplied by the number of
shares issuable upon exercise of the option.
EMPLOYMENT AND SEVERANCE AGREEMENTS
In April 1999, we entered into an employment arrangement with Dr. Bolognesi,
our Chief Executive Officer and Chief Scientific Officer. Under this
arrangement, Dr. Bolognesi is entitled to receive minimum annual compensation of
$285,000, an annual bonus based upon the achievement of certain milestones and
all health insurance and other benefits generally made available to our
employees. He also received in 1999 a one-time payment of $40,000 for
replacement of lost income. In connection with the agreement, Dr. Bolognesi
received a grant of options to purchase 235,000 shares of common stock at
$11.625. If Dr. Bolognesi's employment is terminated for any reason other than
for cause, Dr. Bolognesi's employment arrangement provides that he is entitled
to his base salary and benefits for two years from the date of termination.
9
<PAGE>
In January 2000, we entered into a contractual arrangement with Mr. Bonczek,
our Chief Financial Officer and General Counsel. Under this arrangement, Mr.
Bonczek is entitled to receive minimum annual compensation of $210,000 and an
annual bonus based upon the achievement of certain milestones. He also received
in 2000 a one-time payment of $16,000 for replacement of lost income. In October
1999, Mr. Bonczek received a grant of options to purchase 100,000 shares of
common stock at $17.625. If Mr. Bonczek's contractual arrangement is terminated
for any reason other than for cause, Mr. Bonczek's arrangement provides that he
is entitled to his base salary and benefits for two years from the date of such
termination.
In March 2000, we entered into an employment arrangement with Dr. Ellis, our
Executive Vice President and Chief Business Officer. Under this arrangement, Dr.
Ellis is entitled to receive minimum annual compensation of $220,000, an annual
bonus based upon the achievement of certain milestones and all health insurance
and other benefits generally made available to our employees. He also received
in 2000 a one-time payment of $25,000 as a signing bonus. In connection with the
agreement, Dr. Ellis received a grant of options to purchase 100,000 shares of
common stock at $49.938. If Dr. Ellis' employment is terminated for any reason
other than for cause, Dr. Ellis' employment arrangement provides that he is
entitled to his base salary and benefits for two years from the date of such
termination.
In March 1999, Dr. Johnson resigned as an officer and director of Trimeris
and entered into a severance agreement with us. Dr. Johnson received salary and
benefits until March 2000 based on his annual salary of $271,704 at the time of
his resignation. Dr. Johnson also received a bonus payment of $65,000 for 1998
and additional compensation of $1,000. In addition, we have agreed to terminate
our right of repurchase and other restrictions with respect to approximately
94,414 shares of common stock held by Dr. Johnson. We also accelerated the
ability to exercise stock options to purchase approximately 67,500 shares of
common stock. Dr. Johnson has agreed not to compete with us for a period of two
years from March 12, 1999.
In September 1999, Mr. Megaro resigned as an officer of Trimeris and
entered into a severance agreement with us. Mr. Megaro received salary and
benefits until March 2000 based on his annual salary of $194,376 at the time of
his resignation. Mr. Megaro also received a bonus payment of $37,200 for 1998.
In addition, we have agreed to terminate our right of repurchase and other
restrictions with respect to approximately 38,820 shares of common stock held by
Mr. Megaro. We also accelerated the ability to exercise stock options to
purchase approximately 32,083 shares of common stock. Mr. Megaro agreed not to
compete with us for a period of six months from September 1, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Board of Directors' Compensation Committee is responsible for
determining the salaries and incentive compensation of the executive officers
and providing recommendations for the salaries and incentive compensation of all
other employees and consultants. The Compensation Committee also administers our
benefit plans, including the Stock Incentive Plan. Mr. Lipton serves as the
Chairman of the Compensation Committee and the other members of the committee
are Dr. Sanders and Dr. Cook. None of Mr. Lipton, Dr. Sanders or Dr. Cook has
served as an officer or employee of Trimeris. Dr. Bolognesi was a member of the
Compensation Committee until March 1999. From September through December 1998,
he served as a temporary employee of Trimeris and was compensated at an annual
rate of $240,000 which was approved by other members of the Compensation
Committee. Prior to 1998, Dr. Bolognesi was not an employee or officer of
Trimeris.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors offers this report
regarding compensation for the our executive officers, including our Chief
Executive Officer. The Compensation Committee is composed entirely of outside
directors and is responsible for developing and making recommendations to
10
<PAGE>
the Board with respect to our executive compensation policies and practices,
including the establishment of the annual total compensation for all executive
officers, including our Chief Executive Officer.
GENERAL COMPENSATION POLICY
Our primary objective is to maximize the value of our shares over time. The
Compensation Committee, with this objective in mind, authorizes compensation
packages for our executive officers designed to retain and attract top quality
management and to encourage them to contribute to the achievement of our
business objectives. In addition, the Committee attempts to establish
compensation packages that are comparable to the packages received by executives
of similar companies.
We compensate our executive officers with a combination of salary and
incentives designed to encourage efforts to achieve both our short-term and
long-term goals. The compensation structure attempts to reward both individual
contributions as well as our overall performance. Traditional measures of
corporate performance, such as earnings per share or sales growth, are not
applicable to the performance of development stage biopharmaceutical companies
like Trimeris. As a result, in making executive compensation decisions, the
Committee evaluates other indications of performance, such as achieving
milestones in the development of its drug candidates and raising the capital
needed for its operations.
The basic components of our compensation packages for our executive officers
include the following:
- Base Salary
- Bonuses
- Long-term Incentives
- Benefits
Each executive officer's compensation package contains a mix of these
components and is designed to provide a level of compensation competitive with
the compensation paid to comparable officers of similar biopharmaceutical
companies. The Committee favors a compensation structure that aligns the
long-term interests of its executive officers with the interests of its
stockholders, and as a result places significant weight upon long-term
incentives in the form of stock options.
BASE SALARY and increases in base salary are determined by both individual
and Company performance and the salary levels in effect for similar
biopharmaceutical companies. During 1999, the Committee attempted to keep the
base salaries of our officers at a level consistent with the median range of the
salaries of officers in similar biopharmaceutical companies. In addition, the
Committee considered the following factors in setting the base salaries for
executive officers during 1999: our progress in the clinical development for
T-20 and T-1249, progress made in the development of a manufacturing process,
and any special expertise of a particular executive.
BONUSES are awarded by the Committee based upon its evaluation of the
performance of each executive officer and the achievement of our goals during
the year. In 1998, no annual bonuses were awarded to the Named Executive
Officers, however a bonus pool was accrued for payment of bonuses to our
executive officers and employees. These bonuses were paid in August 1999 after
achievement of a collaborative partnership with F. Hoffmann-La Roche Ltd in July
1999, and completion of a financing in May 1999. These events significantly
improved our financial position to allow the payment of these bonuses. An
aggregate amount of $77,500 was paid to the Named Executive Officers. In January
2000, bonuses totaling $202,670 were awarded to the Named Executive Officers for
achievements in 1999, which included the continued clinical progress of T-20 and
T-1249.
LONG-TERM INCENTIVE compensation in the form of stock options is expected to
be the largest element of total compensation over time in order to conserve our
cash resources, to align the long-term interests of each officer with the
interests of our stockholders and to provide long-term incentives for the
individual officer to remain with us. Under our stock option plan, grants are
priced at the fair market value on the date of grant, become exercisable over a
period of four years and have a term of up to ten years.
11
<PAGE>
Grants are generally made to all employees on their date of hire based on salary
level and position. All employees, including executive officers, are eligible
for subsequent discretionary grants, which are generally based on either
individual or corporate performance. The size of the option grant to each
officer is based on the officer's current position and expected future
contributions to our business. Awards of stock options are designed to have an
expected aggregate exercise value over time equal to a multiple of salary, which
will create a significant value opportunity based upon stock ownership.
BENEFITS offered to our executive officers serve as a safety net of
protection against the financial catastrophes that can result from illness,
disability or death. Benefits offered to our executive officers are
substantially the same as those offered to all our regular employees.
SEVERANCE ARRANGEMENTS were entered into with both Dr. Johnson and Mr.
Megaro in connection with each of their resignations. We were obligated to
continue to pay each of their base salaries and benefits for specified periods
of time upon termination of employment with us. The Committee believed that it
was also in our best interest to enter into severance arrangements, which
included the acceleration of vesting and ability to exercise restricted stock
and options granted, in exchange for provisions which included restrictions on
the ability of Dr. Johnson and Mr. Megaro to enter into business relationships
or employment which could compete with us or to directly or indirectly solicit
other employees.
CEO COMPENSATION
Dr. Bolognesi's 1999 base salary of $285,000 and his bonus plan were arrived
at using various surveys regarding executive compensation at similar
biopharmaceutical companies. The Committee attempted to keep Dr. Bolognesi's
base salary at a level around the median range of the salaries of officers with
similar responsibilities in similar biopharmaceutical companies.
The Committee expects that the stock options granted to Dr. Bolognesi will
represent the largest element of his compensation and provide a direct link
between Dr. Bolognesi's compensation and our performance. In March 1999, Dr.
Bolognesi received an initial option grant to purchase 235,000 shares of our
common stock at the fair market value of the common stock on the date of grant.
These options become exercisable over a four year period as long as Dr.
Bolognesi continues to remain employed by us. The Committee believes that the
option grant was within the median range of the grants to chief executive
officers in comparable companies. It is the Committee's judgment that Dr.
Bolognesi's scientific and management leadership is extremely important to us,
and it is therefore essential to provide Dr. Bolognesi with a significant
unvested stock ownership position.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Jeffrey M. Lipton, Chairman
Charles Sanders, M.D.
E. Gary Cook
PERFORMANCE GRAPH
The following graph compares total stockholder returns since we became a
reporting company under the Exchange Act to the Nasdaq CRSP Total Return Index
("Nasdaq Broad Index") for the Nasdaq Stock Market (U.S. Companies) and the
Nasdaq CRSP Pharmaceutical Index ("Nasdaq Pharmaceutical Index"). The total
return assumes the investment of $100 on October 7, 1997 in each of (i) our
common stock, (ii) the Nasdaq Broad Index and (iii) the Nasdaq Pharmaceutical
Index, and the reinvestment of dividends, although dividends have not been
declared on our common stock. The Nasdaq Pharmaceutical Index is made up of all
companies with the standard industrial classification (SIC) code 283 (category
description
12
<PAGE>
"Drugs"). The stockholder return shown on the graph below is not necessarily
indicative of future performance and we will not make or endorse any predictions
as to future stockholder returns.
[COMPARISON LINE GRAPH APPEARS HERE WITH PLOT POINTS BELOW.]
WE COMPLETED OUR INITIAL PUBLIC OFFERING ON OCTOBER 7, 1997 AT A PER SHARE
PRICE OF $12.00. THE CLOSING PRICE OF COMMON STOCK ON OCTOBER 8, 1997, ITS FIRST
DAY OF PUBLIC TRADING, WAS $12.25 PER SHARE. THE GRAPH ABOVE COMMENCES WITH THE
FIRST TRADING DAY CLOSING PRICE OF $12.25 PER SHARE.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
10/8/97 12/31/97 6/30/98 12/31/98 6/30/99 12/31/99
------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
TRIMERIS, INC. 100 106 60 96 118 193
NASDAQ STOCK MARKET-US 100 91 109 127 156 230
NASDAQ PHARMACEUTICALS 100 87 88 110 123 206
</TABLE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF OUR PREVIOUS OR
FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE THIS ANNUAL REPORT OR
FUTURE FILINGS MADE BY THE COMPANY UNDER THOSE STATUTES, THE COMPENSATION
COMMITTEE REPORT AND STOCK PERFORMANCE GRAPH ARE NOT DEEMED FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE INTO ANY OF THOSE PRIOR FILINGS OR INTO ANY FUTURE FILINGS MADE BY US
UNDER THOSE STATUTES.
13
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information we know with respect to the
beneficial ownership of our common stock as of March 31, 2000, for each person
or group of affiliated persons, who we know to beneficially own more than 5% of
our common stock. The table also sets forth such information for our directors
and executive officers, individually and as a group.
Beneficial ownership is determined in accordance with the rules of the SEC.
Except as indicated by footnote, to our knowledge, the persons named in the
table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them. Options to purchase shares of common
stock that are exercisable within 60 days of March 31, 2000 are deemed to be
beneficially owned by the person holding such options for the purpose of
computing ownership of such person, but are not treated as outstanding for the
purpose of computing the ownership of any other person. Applicable percentage of
beneficial ownership is based on 15,647,682 shares of common stock outstanding
as of March 31, 2000.
<TABLE>
<CAPTION>
PERCENT OF TOTAL
NUMBER OF SHARES PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED OWNED
- ---------------- ------------------ -----
<S> <C> <C> <C>
Four Partners (1) 2,311,400 14.77%
Putnam Investments, Inc. (2) 1,171,500 7.49
Capital Guardian Trust Company (3) 965,000 6.17
Dani P. Bolognesi (4) 220,557 1.41
Robert R. Bonczek (5) 66,178 *
M. Nixon Ellis (6) -- --
M. Ross Johnson (7) -- --
Matthew A. Megaro (8) -- --
Jeffrey M. Lipton (9) 165,285 1.06
E. Gary Cook (10) 1,500 *
J. Richard Crout (11) 24,170 *
Charles A. Sanders (12) 48,187 *
Jesse I. Treu (13) 30,667 *
All executive officers and directors as a group
(ten persons) (14) 555,044 3.55
</TABLE>
* Less than one percent.
(1) Based on Schedule 13G filed with the SEC on March 10, 2000, Four Partners
held sole or shared voting power and sole or shared dispositive power as to
all of such shares. Four Partners' address is c/o Thomas J. Tisch, 667
Madison Avenue, New York, New York 10021.
(2) Based on Schedule 13G filed with the SEC on February 18, 2000, Putnam
Investments, Inc. held sole voting power and sole dispositive power as to
all of such shares. Putnam Investments, Inc.'s address is One Post Office
Square, Boston, Massachusetts 02109.
(3) Based on Schedule 13G filed with the SEC on February 11, 2000, Capital
Guardian Trust Company held sole voting power and sole dispositive power as
to all of such shares. Capital Guardian Trust Company's address is 11000
Santa Monica Boulevard, Los Angeles, California 90025-3384.
(4) Includes 129,300 shares that Dr. Bolognesi may acquire pursuant to stock
options exercisable within 60 days after March 31, 2000. Includes the
following shares as to which Dr. Bolognesi disclaims
14
<PAGE>
beneficial ownership: 11,765 shares beneficially owned by James C.
Bolognesi Irrevocable Trust, for which James C. Bolognesi, Dr. Bolognesi's
son, is the sole beneficiary and Sarah Bolognesi, Dr. Bolognesi's wife, is
the sole trustee; 11,765 shares beneficially owned by Michael P. Bolognesi
Irrevocable Trust, for which Michael P. Bolognesi, Dr. Bolognesi's son, is
the sole beneficiary and Sarah Bolognesi is the sole trustee; 450 shares
beneficially owned by Michael P. Bolognesi, Dr. Bolognesi's son who shares
Dr. Bolognesi's house; and 11,153 shares that Sarah Bolognesi may acquire
pursuant to certain stock options exercisable within 60 days after March
31, 2000.
(5) Mr. Bonczek was named Chief Financial Officer in March 2000 and General
Counsel in April 2000. From September 1999 through March 2000, Mr. Bonczek
was Acting Chief Financial Officer and Acting Chief Administrative Officer.
Includes 46,862 shares that Mr. Bonczek may acquire pursuant to stock
options exercisable within 60 days after March 31, 2000.
(6) Dr. Ellis was named Executive Vice President and Chief Business Officer in
March 2000.
(7) Dr. Johnson was named President and Chief Executive Officer in March 1996,
and resigned as President, Chief Executive Officer and Chief Scientific
Officer in March 1999. Dr. Johnson is no longer subject to the reporting
requirements of Section 16, and consequently, his stock ownership is not
determinable.
(8) Mr. Megaro was named Chief Financial Officer in March 1995, was named
Secretary in June 1997, was named President in March 1999 and resigned as
President, Chief Financial Officer and Secretary in September 1999. Mr.
Megaro is no longer subject to the reporting requirements of Section 16,
and consequently, his stock ownership is not determinable.
(9) Includes 20,000 shares that Mr. Lipton may acquire pursuant to stock
options exercisable within 60 days after March 31, 2000. Includes the
following shares as to which Mr. Lipton disclaims beneficial ownership:
4,000 shares beneficially owned by Shelley Lipton, Mr. Lipton's wife, 150
shares beneficially owned by Caroline Dickens, Mr. Lipton's niece who
shares Mr. Lipton's house and 380 shares beneficially owned by Caroline
Dickens Trust, for which Caroline Dickens, Mr. Lipton's niece who shares
Mr. Lipton's house, is the sole beneficiary and Shelley Lipton, Mr.
Lipton's wife, is the sole trustee.
(10) Includes the following shares as to which Dr. Cook disclaims beneficial
ownership: 1,500 shares beneficially owned by Brenda B. Cook, Dr. Cook's
wife.
(11) Includes 20,000 shares that Dr. Crout may acquire pursuant to stock options
exercisable within 60 days after March 31, 2000. Includes the following
shares as to which Dr. Crout disclaims beneficial ownership: 1,500 shares
beneficially owned by Keith R. Crout Irrevocable Trust, for which Keith R.
Crout, Dr. Crout's son who shares Dr. Crout's house, is the sole
beneficiary and Linda C. Spevacek, Dr. Crout's daughter, is the sole
trustee; 170 shares beneficially owned by Keith R. Crout, Dr. Crout's son
who shares Dr.Crout's house, 400 shares beneficially owned by Carol K.
Crout, Dr. Crout's wife, and 100 shares beneficially owned by Norman T.
Crout Testamentary Trust, for which Norman T. Crout, Dr. Crout's nephew, is
the sole beneficiary and Dr. Crout is the sole trustee.
(12) Includes 38,383 shares that Dr. Sanders may acquire pursuant to stock
options exercisable within 60 days after March 31, 2000.
(13) Includes 11,667 shares that Dr. Treu may acquire pursuant to stock options
exercisable within 60 days after March 31, 2000.
(14) See notes (1) - (13).
15
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information regarding employment agreements with our executive officers
and severance arrangements with our former executive officers, see "Employment
and Severance Agreements." For information regarding compensation of directors,
see "Election of Directors - Directors' Compensation." For information regarding
stock options, see "Stock Option Information."
16
<PAGE>
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.
Trimeris, Inc.
--------------
(Registrant)
April 26, 2000 /s/ DANI P. BOLOGNESI
- --------------- -----------------------
Dani P. Bolognesi, Ph.D.
Chief Executive Officer
and Chief Scientific Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
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 Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ DANI P. BOLOGNESI Chief Executive Officer (principal April 26, 2000
- ----------------------------- executive officer), Chief --------------
Dani P. Bolognesi, Ph.D. Scientific Officer and Director
/s/ ROBERT R. BONCZEK Chief Financial Officer April 26, 2000
- ----------------------------- (principal financial officer) and --------------
Robert R. Bonczek General Counsel
/s/ M. NIXON ELLIS Executive Vice President and April 26, 2000
- ----------------------------- Chief Business Officer --------------
M. Nixon Ellis
/s/ TIMOTHY J. CREECH Director of Finance April 26, 2000
- ----------------------------- and Secretary (principal accounting officer) --------------
Timothy J. Creech
/s/ JEFFREY M. LIPTON Chairman of the Board of Directors April 26, 2000
- ----------------------------- --------------
Jeffrey M. Lipton
/s/ JESSE I. TREU Director April 26, 2000
- ----------------------------- --------------
Jesse I. Treu, Ph.D.
/s/ E. GARY COOK Director April 26, 2000
- ----------------------------- --------------
E. Gary Cook, Ph.D.
/s/ CHARLES A. SANDERS Director April 26, 2000
- ----------------------------- --------------
Charles A. Sanders, M.D.
/s/ J. RICHARD CROUT Director April 26, 2000
- ----------------------------- --------------
J. Richard Crout, M.D.
</TABLE>
II-1
