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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
AMENDMENT NO. 1
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 0-22890
SANGSTAT MEDICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 94-3076-069
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR INCORPORATION) IDENTIFICATION NO.)
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1505 ADAMS DRIVE
MENLO PARK, CALIFORNIA 94025
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, ZIP CODE)
Registrant's telephone number, including area code: (415) 328-0300
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 per share)
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 a 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. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant, as of March 10, 1997 was approximately $340,153,573 (based on the
closing price for shares of the Registrant's Common Stock as reported by the
Nasdaq National Market System for the last trading day prior to that date).
Shares of Common Stock held by each officer, director, and holder of 5% or more
of the outstanding Common Stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
On March 10, 1997 approximately 13,139,870 shares of the Registrant's
Common Stock, $.001 par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
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FORM 10-K/A
AMENDMENT NO. 1
The undersigned Registrant hereby amends Item 11 of Part III, to read
in full as follows:
PART III
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND OTHER COMPENSATION
The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and four other most
highly compensated executive officers of the Company serving as such as of the
end of the last fiscal year whose compensation for such year was in excess of
$100,000 for services rendered in all capacities to the Company and its
subsidiaries for the 1996, 1995, and 1994 fiscal years. Such individuals will be
hereafter referred to as the Named Executive Officers. No other executive
officer who would otherwise have been includable in such table on the basis of
salary and bonus earned for the 1996 fiscal year resigned or terminated
employment during that fiscal year.
SUMMARY COMPENSATION TABLE
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LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------- --------------------
AWARDS
--------------------
NUMBER OF SECURITIES ALL OTHER
NAME AND SALARY BONUS UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) OPTIONS ($)(1)
- ------------------------------- ---- ------- ------- -------------------- ------------
<S> <C> <C> <C> <C> <C>
Philippe Pouletty.............. 1996 250,000 110,000 35,000 11,470
President and 1995 200,000 75,000 110,000 9,618
Chief Executive Officer 1994 160,000 64,000 -- 10,342
David Winter................... 1996 170,000 31,620 -- 11,244
President and Chief Operating 1995 146,243(2) -- 125,000 7,582
Officer
Ralph Levy..................... 1996 142,708 29,255 10,500 8,243
Vice President 1995 120,479 26,205 15,000 7,447
Operations 1994 107,854 23,708 -- 8,939
Roland Buelow.................. 1996 129,167 21,313 10,500 7,766
Vice President, 1995 120,000 29,625 25,000 6,415
Research 1994 111,000 23,310 -- 7,826
Robert Floc'h.................. 1996 117,286 14,000 10,500 9,266
Vice President, 1995 123,468 23,680 15,000 9,898
Pharmaceutical, 1994 103,828 19,727 -- 6,113
Development and General
Manager, SangStat Atlantique
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- ---------------
(1) Represents the health insurance premiums paid on behalf of such individuals.
(2) David Winter joined SangStat on February 20, 1995 as President and Chief
Operating Officer. The stated salary is for the period February 20, 1995
through December 31, 1995.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Amendment to Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: April 30, 1997 SANGSTAT MEDICAL CORPORATION
By: /s/ HENRY N. EDMUNDS
------------------------------------
Henry N. Edmunds, Ph.D.
Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment on Form 10-K/A has been signed below by the following
persons on behalf of the Company and in the capacities and on the dates
indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------- ----------------------------- ---------------
<C> <S> <C>
* Chief Executive Officer April 30, 1997
- ------------------------------------------- and Chairman of the Board
Philippe Pouletty, M.D. of Directors (Principal
Executive Officer)
* President and Chief April 30, 1997
- ------------------------------------------- Operating Officer
David Winter, M.D.
/s/ HENRY N. EDMUNDS Vice President, Chief April 30, 1997
- ------------------------------------------- Financial Officer
Henry N. Edmunds, Ph.D.
* Senior Vice President, April 30, 1997
- ------------------------------------------- Operations and Secretary
Ralph Levy
* Director April 30, 1997
- -------------------------------------------
Gordon Russell
* Director April 30, 1997
- -------------------------------------------
Fredric J. Feldman, Ph.D.
* Director April 30, 1997
- -------------------------------------------
Elizabeth Greetham
* Director April 30, 1997
- -------------------------------------------
Richard D. Murdock
* Director April 30, 1997
- -------------------------------------------
Andrew J. Perlman, M.D., Ph.D.
* Director April 30, 1997
- -------------------------------------------
Vincent R. Worms
*By: /s/ HENRY N. EDMUNDS
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Henry N. Edmunds, Attorney-In-Fact
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