<PAGE> 1
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UNITED STATES
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, 1997
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)
DELAWARE 94-3076-069
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
1505 ADAMS DRIVE 94025
MENLO PARK, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 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)
PREFERRED SHARE PURCHASE RIGHTS
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 16, 1998 was approximately $428,276,000 (based on the
closing price for shares of the Registrant's Common Stock as reported by the
NASDAQ National Market System of $30.50 on 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 16, 1998 approximately 16,015,701 shares of the Registrant's
Common Stock, $.001 par value, were outstanding.
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<PAGE> 2
AMENDMENT NO. 1
The undersigned Registrant hereby amends Part III, to read in full as
follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NOMINEE AGE POSITIONS AND OFFICES HELD DIRECTOR
WITH THE COMPANY SINCE
----------------------- ----- -------------------------- --------
<S> <C> <C> <C>
Philippe Pouletty..... 40 Chairman of the Board, 1988
Chief Executive Officer
Fredric J. Feldman.... 58 Director 1992
Elizabeth Greetham.... 48 Director 1996
Richard D. Murdock.... 50 Director 1993
Andrew J. Perlman..... 47 Director 1992
Gordon Russell........ 63 Director 1990
Vincent R. Worms...... 43 Director 1991
</TABLE>
BUSINESS EXPERIENCE OF DIRECTORS
PHILIPPE POULETTY, M.D., 40, founded SangStat in 1988 and has served as
Chief Executive Officer since then. Dr. Pouletty has also been a Director since
1988, and has served as Chairman since February 1995. Dr. Pouletty was a founder
and, from 1984 to 1988, a Director of Research at Clonatec, a French diagnostics
company. Dr. Pouletty has an M.D. degree from the University of Paris VI. He
holds an M.S. in immunology and an M.S. in virology from Institute Pasteur. Dr.
Pouletty conducted research as a post-doctoral fellow at Stanford University. He
serves as Vice-President of Fondation Transvie, a non-profit foundation for
xenotransplantation.
FREDRIC J. FELDMAN, PH.D., 58, has been a Director of the Company since
March 1992. He is currently CEO and a Director of Biex, Inc., a women's
healthcare company, and a Director of OrthoLogic Corporation and Oncogenetics,
Inc. From 1992 to 1995 he was Chairman and CEO of Oncogenetics, Inc. From 1988
to 1992, he was President and CEO of Microgenics Corporation, a medical
diagnostics product manufacturer. From 1984 to 1988, Dr. Feldman served as the
President of Instrumentation Laboratory, a diagnostic instrument company. Dr.
Feldman has a Ph.D. in Analytical Chemistry from the University of Maryland and
a B.S. in Chemistry from Brooklyn College of City University of New York.
ELIZABETH GREETHAM, 48, has been a Director of the Company since
September 1996. She is currently Portfolio Manager of Life Sciences L.P. Funds
and handles analytical responsibilities for all healthcare investments for the
Institutional, Mutual and High Individual Net Worth Accounts at Weiss, Peck &
Greer Investments, where she has been employed since 1990. Ms. Greetham also
serves as a Director of various pharmaceutical companies. including Medco
Research, Chemex Pharmaceutical, Progenics Pharmaceutical, Repligen, Guilford
Pharmaceutical and ChiRex. Ms. Greetham has an M.A. in Economics from Edinburgh
University.
RICHARD D. MURDOCK, 50, has been a Director of the Company since October
1993. He is also a member of the board of directors of Matrix Pharmaceutical. a
public biotechnology company. Mr. Murdock has been the Chief Executive Officer
and a Director of CellPro, Incorporated, a public biotechnology company, since
June 1992. From August to December 1991, he was CellPro's Vice President of
Marketing and Corporate Development and in December 1991 he was appointed
President. From 1989 to 1991, he was European Vice President of the Fenwal
Division of Baxter, which specializes in automated blood-processing equipment.
From 1986 to 1989, he was Vice President of Marketing for Fenwal Automated
Systems Inc. Mr. Murdock received a B.S. in Zoology from the University of
California at Berkeley in 1969.
ANDREW J. PERLMAN, M.D., Ph.D., 47, has been a Director of the Company
since December 1992. Dr. Perlman has been the Vice President of Medical Research
at Tularik, Inc., a private biotechnology company, since January 1993. From 1987
to 1993, Dr. Perlman served in various positions at Genentech, Inc., most
recently as Senior Director, Clinical Research. Dr. Perlman has an M.D. and a
Ph.D. in Physiology from New York University.
<PAGE> 3
GORDON RUSSELL, 63, served as Chairman of the Board from January 1992
until February 1995, and as a Director of the Company continuously since
February 1990. In February 1995, Mr. Russell resigned from his post as Chairman
of the Board. Mr. Russell serves on the Board of ChemTrak Incorporated and has
been a General Partner of Sequoia Capital since 1979. Mr. Russell is Chairman of
the Board of Overseers of the Dartmouth Medical School and the C. Everett Koop
Institute at Dartmouth. He also serves as Chairman of the Board of Trustees of
the Palo Alto Medical Foundation. Mr. Russell has an A.B. in History from
Dartmouth College.
VINCENT R. WORMS, 43, has been a Director of the Company since October
1991. Mr. Worms has been a General Partner of Partech International since 1982.
He has an engineering degree from Ecole Polytechnique in Paris, and an M.S.
degree from the Massachusetts Institute of Technology. Mr. Worms is presently a
Director of Visioneer and Business Objects.
The Company's bylaws authorize the Board of Directors to fix the number
of directors by resolution. The number is currently fixed at seven. All
directors hold office until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve at the discretion of the Board of Directors. There are no family
relationships among executive officers or directors of the Company.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1997, the Board of Directors
held six meetings and acted by unanimous written consent on five occasions. The
Board of Directors has an Audit Committee and a Compensation Committee. Each of
the directors attended or participated in 75% or more of the aggregate of (i)
the total number of meetings of the Board of Directors (held during the period
he or she served) and (ii) the total number of meetings held by all committees
on which he or she served (held during the period he or she served) during the
past fiscal year.
The Audit Committee currently consists of two directors, Gordon Russell
and Vincent Worms, and is primarily responsible for approving the services
performed by the Company's independent auditors and reviewing their reports
regarding the Company's accounting practices and systems of internal accounting
controls. The Audit Committee held three meetings during the last fiscal year.
The Compensation Committee currently consists of two directors, Andrew
J. Perlman and Vincent Worms, and is primarily responsible for reviewing and
approving the Company's general compensation policies and setting compensation
levels for the Company's executive officers. The Compensation Committee also has
the exclusive authority to administer the Company's 1993 Stock Option Plan (the
"1993 Plan") and make option grants thereunder. The Compensation Committee held
four meetings during the last fiscal year.
COMPLIANCE WITH SECTION 16 OF THE
SECURITIES EXCHANGE ACT OF 1934
The members of the Board of Directors, the executive officers of the
Company and persons who hold more than 10% of the Company's outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934 which requires them to file reports with respect
to their ownership of the Common Stock and their transactions in such Common
Stock. Based upon (i) the copies of Section 16(a) reports which the Company
received from such persons for their 1997 fiscal year transactions in the Common
Stock and their Common Stock holdings and (ii) the written representations
received from one or more of such persons that no annual Form 5 reports were
required to be filed by them for the 1997 fiscal year, the Company believes that
all reporting requirements under Section 16(a) for such fiscal year were met in
a timely manner by its executive officers, Board members and greater than
ten-percent stockholders, except that Roland Beulow failed to file one report
reporting two gift transactions and Frederic J. Feldman failed to file reporting
one transaction.
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 the four other
most highly compensated executive officers of the Company serving as such as of
the end of the last fiscal year whose salary and bonus for such year were in
excess of $100,000, for services rendered in all capacities to the Company and
its subsidiaries for the 1997, 1996 and 1995 fiscal years. Such individuals
hereafter will be referred to as the Named Executive Officers. No other
executive
<PAGE> 4
officer who would have otherwise been includable in such table on the
basis of salary and bonus earned for the 1997 fiscal year resigned or terminated
employment during that fiscal year.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-----------
ANNUAL COMPENSATION SECURITIES
---------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#)
--------------------------- ---- ---------- --------- -----------
<S> <C> <C> <C> <C>
Philippe Pouletty................. 1997 280,000 (1) 100,000
President and 1996 250,000 110,000 35,000
Chief Executive Officer 1995 200,000 75,000 110,000
David Winter...................... 1997 170,000 (1) 0
President and 1996 170,000 31,620 0
Chief Operating Officer 1995 146,243(2) 0 125,000
Ralph Levy........................ 1997 158,500 (1) 30,666
Vice President, Operations 1996 142,708 29,255 10,500
1995 120,479 26,205 15,000
Hana Berger-Moran................. 1997 142,042 (1) 15,840
Vice President, Regulatory 1996 124,763 19,182 10,500
Affairs 1995 120,000 16,264 15,000
Roland Buelow..................... 1997 138,667 (1) 18,178
Vice President, Research 1996 129,167 21,313 10,500
1995 120,000 29,625 25,000
</TABLE>
- ----------------
(1) Bonus awards for 1997 have not yet been reviewed and approved by the
Company's Board of Directors.
(2) David Winter joined the Company on February 20, 1995 as President and
Chief Operating Officer. The stated salary is for the period February
20, 1995 through December 31, 1995.
<PAGE> 5
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows, with respect to the Named Executive Officers,
certain information concerning the grant of stock options in 1997. No stock
appreciation rights were granted during 1997.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENTAGE OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM (4)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -----------------------------
NAME GRANTED (#)(1) FISCAL YEAR(2) PRICE ($/SH)(3) DATE 5% ($) 10% ($)
- ---- --------------- --------------- ---------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Philippe Pouletty.......... 100,000 20.5 $20.00 12/31/06 $3,257,789 $5,187,485
David Winter............... 0 0 0 - 0 0
Ralph Levy................. 30,666 6.3 $20.00 12/31/06 $999,034 $1,590,794
Hana Berger-Moran.......... 15,840 3.2 $20.00 12/31/06 $516,034 $821,698
Roland Buelow.............. 15,840 3.2 $20.00 12/31/06 $516,034 $821,698
</TABLE>
- --------------
(1) Each option will vest in forty-eight successive equal monthly installments
over the optionee's continued service with the Company measured from the
vesting start date. For Dr. Pouletty's 100,000 share grant, Mr. Levy's
30,666 share grant, Dr. Berger-Moran's 15,840 share grant and Dr. Buelow's
18,178 share grant, the vesting start date was January 1, 1997.
(2) Based on an aggregate of 487,542 options granted to employee Board members
in 1997, including options granted to the Named Executive Officers.
(3) The exercise price may be paid in cash, in shares of Common Stock valued at
fair market value on the exercise date, or through a cashless exercise
procedure involving a same-day sale of the purchased shares. The Company
may also finance the option exercise by lending the Optionee sufficient
funds to pay the exercise price for the purchased shares and the federal
and state income or employment tax liability incurred by the optionee in
connection with such exercise. The optionee may be permitted, subject to
the approval of the Plan Administrator, to apply a portion of the shares
purchased under the option (or to deliver existing shares of Common Stock)
in satisfaction of such liability.
(4) Potential realizable value is based on the assumption that the price per
share of Common Stock appreciates at the assumed 5% and 10% annual rates of
appreciation (compounded annually) over the option terms. There is no
assurance that those assumed annual rates of stock price appreciation will
actually be realized.
<PAGE> 6
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning option exercises
and option holdings for the fiscal year ended December 31, 1997 with respect to
the Named Executive Officers. Except as set forth below, no options or stock
appreciation rights were exercised by any such individual during such year, and
no stock appreciation rights were outstanding on December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-
VALUE UNDERLYING UNEXERCISED MONEY OPTIONS AT FY-END ($)
REALIZED ($) OPTIONS AT FISCAL (MARKET PRICE OF SHARES AT
SHARES (MARKET PRICE YEAR-END (#) FY-END ($40.50) LESS
ACQUIRED ON AT EXERCISE LESS EXERCISE PRICE)
EXERCISE (#) EXERCISE PRICE) EXERCISABLE (1) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------- ----------------- ----------------- ----------------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Philippe Pouletty......... 19,400 657,903 381,760 0 $12,228,982 0
David Winter.............. 6,000 104,250 119,000 0 $4,150,125 0
Ralph Levy................ 0 0 93,286 0 $2,919,780 0
Hana Berger-Moran......... 7,500 153,583 61,840 0 $1,804,970 0
Roland Buelow............. 16,645 438,828 51,033 0 $1,432,984 0
</TABLE>
- --------------
(1) The options are immediately exercisable for all the option shares, but any
shares purchased under those options will be subject to repurchase by the
Company, at the exercise price paid per share, upon the optionee's
cessation of service prior to vesting in those shares. As of December 31,
1997, Dr. Pouletty is vested in 284,345 of his options shares, Dr. Winter
is vested in 88,542 shares, Mr. Levy is vested in 54,465 shares, Dr.
Berger-Moran is vested in 19,888 shares and Dr. Buelow is vested in 9,014
shares.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT ARRANGEMENTS AND CHANGE IN
CONTROL AGREEMENTS
None of the Company's executive officers have employment agreements with
the Company, and their employment with the Company may be terminated at any time
at the discretion of the Board of Directors. However, the Compensation Committee
of the Board of Directors has authority as Plan Administrator of the Company's
Stock Option Plan to provide for the accelerated vesting of the shares of Common
Stock subject to outstanding options held by the Chief Executive Officer and the
Company's other executive officers, whether granted under that plan or any
predecessor plan, in the event their employment were to be terminated (whether
involuntarily or through a forced resignation) following (i) an acquisition of
the Company by merger or asset sale, or (ii) a hostile takeover of the Company
effected through a successful tender offer for more than 50% of the Company's
outstanding Common Stock or through a change in the majority of the Board as a
result of one or more contested elections for Board membership.
<PAGE> 7
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
sets the compensation of the Chief Executive Officer and the Company's other
executive officers, reviews the design, administration, and effectiveness of
compensation programs for other key executives, and approves stock option grants
for all executive officers. The Committee, serving under a charter adopted by
the Board of Directors, is composed entirely of outside directors who have never
served as officers of the Company.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Company operates in the extremely competitive and rapidly changing
biotechnology industry. The Committee believes that the compensation programs
for executive officers of the Company should be designed to attract, motivate,
and retain talented executives responsible for the success of the Company and
should be determined within a competitive framework and based on the achievement
of corporate objectives and individual performance. Within this overall
philosophy, the Committee's objectives are to:
- Offer a total compensation program that takes into consideration the
compensation practices of a specifically identified peer group of
companies (the "Peer Companies") located in the same geographic area
and of small to medium market capitalization with which the Company
competes for executive talent.
- Provide annual variable incentive awards that take into account the
Company's performance relative to corporate objectives and the
performance of the Peer Companies and that are also based on the
attainment of personal goals.
- Align the financial interests of executive officers with those of
stockholders by providing significant equity-based, long-term
incentives.
COMPENSATION COMPONENTS AND PROCESS
Each executive officer's compensation package is comprised of three
elements: (i) base salary that is competitive with the compensation levels in
effect at the Peer Companies and is based on the Committee's assessment of the
individual's performance, (ii) annual variable performance awards payable in
cash and tied to the Company's attainment of corporate objectives and the
officer's achievement of personal goals and (iii) long-term stock-based
incentive awards designed to strengthen the mutuality of interests between the
executive officers and the Company's stockholders. As an officer's level of
responsibility and accountability within the Company increases over time, a
greater portion of his or her total compensation is intended to be dependent
upon Company and personal performance and stock price appreciation rather than
upon base salary.
FACTORS
The principal factors taken into account in establishing each executive
officer's compensation package for the 1997 fiscal year are summarized below.
The Committee may, however, apply entirely different factors for future fiscal
years.
BASE SALARY. The Committee determines the base salary levels for the
executive officers on the basis of the individual's performance, internal
comparability considerations and the base salary levels in effect for comparable
positions at the Peer Companies. The base salary level for executive officers is
currently at or below the median level determined for such individuals on the
basis of the external salary data compiled for the Peer Companies. The number of
companies taken into account as Peer Companies is less than the number of
companies included in the BioCentury 100 Stock Index and the Hambrecht & Quist
Biotechnology Index which are used in the Performance Graph appearing later in
this Report for comparative stockholder return purposes. However, the Committee
believes this smaller group of Peer Companies gives a more accurate indication
of the market for executive services in which the Company competes.
Salaries reviewed on an annual basis and adjustments to each executive
officers base salary are based upon individual performance and increases in
salary levels at the Peer Companies.
<PAGE> 8
ANNUAL INCENTIVE COMPENSATION. An annual bonus may be earned by each
executive officer based upon the achievement of personal and Company performance
goals. Such goals are established at the commencement of each calendar year and
may vary from year to year. Since the Company is in the development stage, the
use of traditional performance milestones (such as profit levels and return on
equity) as the basis for such incentive compensation was not considered
appropriate. Instead, the incentive awards for the 1997 fiscal year were tied to
the achievement of pre-defined personal and corporate performance targets. The
Company performance goals for 1997 (for which 50% of the individual's target
bonus could be earned) were (i) procurement of additional capital, (ii)
licensing a therapeutic product, (iii) completing specified R&D goals, (iv)
achievement of specified sales levels and (v) achievement of certain
organizational goals. Personal goals are related to the functional
responsibility of each executive officer and his or her department. The
Committee and the Board jointly determine whether or not each Company
performance goal has been achieved. The Committee determines whether the Chief
Executive Officer has achieved his personal performance goals, and the Chief
Executive Officer similarly reviews the performance goals achieved by other
executive officers and reports his recommendations to the Committee. For fiscal
year 1997 the bonuses have not yet been reviewed and approved by the Company's
Board of Directors.
LONG-TERM, EQUITY-BASED INCENTIVE AWARDS. The goal of the Company's
long-term equity-based incentive awards is to align the interests of executive
officers with those of the stockholders and to provide each executive officer
with a significant incentive to manage the Company from the perspective of an
owner with an equity stake in the business. The Committee determines the size of
long-term, equity-based incentives according to each executive's position within
the Company and sets a level it considers appropriate to create a meaningful
opportunity for stock ownership. In addition, the Committee takes into account
an individual's recent performance, his or her potential for future
responsibility and promotion, comparable awards made to individuals in similar
positions with the Peer Companies, and the number of unvested options held by
each individual at the time of the new grant. The relative weight given to each
of these factors varies among individuals at the Committee's discretion.
During fiscal 1997, the Committee made option grants to Messrs.
Pouletty, Levy and Buelow and Ms. Berger-Moran under the Company's Stock Option
Plan. Each grant allows the officer to acquire shares of the Company's common
stock at a fixed price per share (the market price on the grant date) over a
specified period of time. Specifically, the shares subject to each option vest
in periodic installments over a four-year period, contingent upon the executive
officer's continued employment with the Company. Accordingly, the option will
provide a return only if the officer remains with the Company and then only if
the market price appreciates over the option term.
CEO COMPENSATION
Dr. Pouletty's base salary is established through an evaluation of his
performance and the salary levels in effect for similarly situated chief
executive officers at the Peer Companies. In setting Dr. Pouletty's base salary,
it is the Committee's intent to provide him with a level of stability and
certainty each year and not have this particular component of compensation
affected to any significant degree by Company performance factors.
Dr. Pouletty's 1997 fiscal year incentive compensation did not include
any dollar guarantees. His actual bonus award will be based on the achievement
of the Company's performance goals described above and Dr. Pouletty's individual
performance during fiscal year 1997. The option grant made to Dr. Pouletty for
100,000 shares was in recognition of his performance and was intended to provide
him with a continuing incentive to remain with Company and contribute the
Company's success. The options will be of value to Dr. Pouletty only if the
market price of Company's common stock appreciates over the option term.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)
As a result of Section 162(m) of the Code, which was enacted into law in
1993, the Company will not be allowed a federal income tax deduction for
compensation paid to certain officers, to the extent that compensation exceeds
one million dollars per officer in any one year. This limitation will apply to
all compensation which is not considered to be performance-based. Compensation
which does qualify as performance-based compensation will not have to be taken
into account for purposes of this limitation. The Company previously obtained
stockholder approval to certain amendments to the Stock Option Plan that were
designed to ensure that any compensation deemed paid in connection with the
exercise of stock options granted under that plan would qualify as
performance-based compensation.
The cash compensation paid to the Company's executive officers during
fiscal 1997 did not exceed the one million dollar limit per officer, nor is the
cash compensation to be paid to the Company's executive officers for the
<PAGE> 9
1998 fiscal year expected to reach that level. Because it is very unlikely that
the cash compensation payable to any of the Company's executive officers in the
foreseeable future will approach the one million dollar limitation, the
Committee has decided not to take any action at this time to limit or
restructure the elements of cash compensation payable to the Company's executive
officers. The Committee will reconsider this decision should the individual
compensation of any executive officer ever approach the one million dollar
level.
COMPENSATION COMMITTEE
Fredric Feldman,
Richard Murdock
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Company's Board of
Directors are as named above in the Compensation Committee Report. No member of
the Committee was at any time during the 1997 fiscal year or at any other time
an officer or employee of the Company.
No executive officer of the Company served on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of the Company's Board or Compensation Committee.
<PAGE> 10
COMPARISON OF STOCKHOLDER RETURN
The graph depicted below reflects a comparison of the cumulative total
return (change in stock price plus reinvestment dividends) of the Company's
Common Stock with the cumulative total returns of the Nasdaq Stock Market Index,
the BioCentury 100 Stock Index and the Hambrecht & Quist Biotechnology Index.2
The BioCentury 100 Stock Index has been included this year because of its
greater focus on companies in an early stage of development and with market
capitalization similar to SangStat Medical Corporation. The graph covers the
period from December 14, 1993, the date the Company's initial public offering
commenced, through the fiscal year ended December 31, 1997 as well as the first
three months of the Company's 1998 fiscal year.
The graph assumes that $100 was invested on December 14, 1993 in the
Company's Common Stock and in each index and that all dividends were reinvested.
No cash dividends have been declared on the Company's Common Stock.
COMPARISON OF CUMULATIVE TOTAL RETURN*
Among SangStat Medical Corporation,
the NASDAQ US Index,
the Hambrecht & Quist Biotechnology Index
and the BioCentury 100 Stock Index
<TABLE>
<CAPTION>
Nov-93 Dec-93 Dec-94 Dec-95 Dec-96 Dec-97 Mar-98
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
BioCentury 100 100 99 70 126 137 129 144
H&Q BioTech Index 100 103 98 167 154 156 179
NASDAQ US Index 100 103 100 142 175 215 251
SangStat Common 100 66 148 379 579 455
</TABLE>
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(1) The performance graph and all of the material in the Compensation Committee
Report is not deemed filed with the Securities and Exchange Commission, and
is not incorporated by reference to any filing of the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
irrespective of any general incorporation language in any such filing.
(2) Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
DIRECTOR COMPENSATION
Under the 1996 Non-Employee Directors Stock Option Plan (the "Directors
Plan"), each individual who is first elected or appointed as a non-employee
Board member after July 24, 1996, and who was never employed by the Company or
one of its subsidiaries, automatically receives, on the date of his or her
election or appointment, an option to purchase 19,000 shares of the Company's
Common Stock. On September 25, 1996, Ms. Greetham was granted an option to
purchase 19,000 shares of Common Stock at an exercise price of $23.50 per share
under the Directors Plan. Each individual who will continue to serve as a
non-employee Board member after a regular annual meeting of the Company's
stockholders, and who has served as a non-employee Board member for at least six
months, automatically receives, on the date of that regular annual meeting, an
option to purchase 3,000 shares of the Company's Common Stock (whether or not
the individual was previously employed by the Company or one of its
subsidiaries). The exercise price of all options granted under the Directors
Plan is equal to the closing price of the Company's Common Stock on the date of
grant. Thus, on June 19, 1997, Dr. Feldman, Ms. Greetham, Mr. Murdock, Dr.
Perlman, Mr. Russell and Mr. Worms each received an option grant to purchase
3,000 shares of Common Stock at an exercise price of $23.625 per share. All such
options have a term of 10 years, but they terminate 12 months after the
non-employee director's service terminates for any reason. All options granted
under the Directors Plan are immediately exercisable, but the Company may
repurchase at the exercise price any unvested shares held by a non-employee
Board member when his or her service terminates. The first 25% of the shares
acquired under the Directors Plan vest when the non-employee director completes
the first 12 months of service after the date of grant, and the balance vests in
equal monthly installments as the non-employee director completes each of the
next 36 months of service. The shares vest in full if the non-employee Board
member's service terminates due to death or permanent disability or if the
Company is subject to a change in control or a party to a merger or certain
other transactions.
Except for grants of stock options, directors of the Company generally
do not receive compensation for services provided as a director. The Company
also does not pay compensation for committee participation or special
assignments of the Board of Directors. However, Dr. Perlman received a total of
$4,300 during 1997 for consulting services provided to the Company.
<PAGE> 11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's Common Stock as of
December 31, 1997 by (i) all persons who are beneficial owners of five percent
(5%) or more of the Company's Common Stock, (ii) each director and nominee for
director, (iii) the Company's Chief Executive Officer and the four other most
highly paid executive officers as of December 31, 1997, and (iv) all directors
and executive officers as a group. Unless otherwise indicated, each of the
stockholders has sole voting and investment power with respect to the shares
beneficially owned, subject to community property laws, where applicable.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS (AS REQUIRED) OF BENEFICIAL OWNER OWNED (#) OWNED (%)
- -------------------------------------------------- ---------------- --------------------
<S> <C> <C> <C>
Sequoia Capital (1) ................................ 784,277 4.9%
3000 Sand Hill Road, Suite 280, Bldg. 4
Menlo Park, CA 94025
Partech International (2) .......................... 684,949 4.3%
101 California Street, Suite 3150
San Francisco, CA 94111
Philippe Pouletty, M.D. (3) ........................ 636,753 3.9%
SangStat Medical Corporation
1505 Adams Drive
Menlo Park, California 94025
David Winter, M.D. (4) ............................. 129,500 *
Ralph Levy (5) ..................................... 93,286 *
Timothy J. Schroeder (6) ........................... 77,072 *
Hana Berger Moran, Ph.D. (7) ....................... 61,840 *
Henry N. Edmunds, Ph.D. (8) ........................ 56,595 *
James F. Hinrichs, CFA (9) ......................... 55,000 *
Roland Buelow, Ph.D. (10) .......................... 51,033 *
Robert Floc'h, Ph.D. (11) .......................... 45,500 *
Raymond Tesi, M.D. (12) ............................ 38,000 *
Martin Rosendale (13) .............................. 36,000 *
Gordon Russell (1) ................................. 784,277 4.9%
Vincent R. Worms (2) .............................. 684,949 4.3%
Elizabeth Greetham (14) ............................ 232,000 1.4%
Fredric J. Feldman, Ph.D. (15) ..................... 39,525 *
Andrew J. Perlman, M.D., Ph.D. (16) ................ 23,400 *
Richard D. Murdock (17) ............................ 12,000 *
All directors and officers as a group (17 persons) . 3,056,730 17.9%
</TABLE>
* Does not exceed one percent.
(#) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "Commission") and generally
includes voting or investment power with respect to securities. Shares
of Common Stock subject to options which are currently exercisable or
convertible or which will become exercisable or convertible within sixty
(60) days after December 31, 1997 are deemed outstanding for computing
the beneficial ownership of the person holding such option but are not
outstanding for computing the beneficial ownership of any other person.
Except as indicated by footnote, and subject to community property laws
where applicable, the persons named in the table above have sole voting
and investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(1) Includes 663,434 shares held by Sequoia Capital Growth Fund. Includes
42,347 shares held by Sequoia Technology Partners III. Includes 323
shares held by Sequoia XX. Includes 12,470 shares held by Sequoia XXI.
Includes 2,894 shares held by Sequoia XXII. Includes 566 shares held by
Sequoia XXIII. Mr. Russell, a director of the Company, is a general
partner of Sequoia Capital, and may be deemed to share voting and
investment power with respect to such shares. Mr. Russell disclaims
beneficial ownership of such shares, except to the extent of his
interest in such shares arising from his interests in the entities
referred to above. The shares beneficially owned by Mr. Russell include
45,243 shares owned by Mr. Russell and options to purchase 17,000 shares
granted under the Option Plan.
<PAGE> 12
(2) Includes 102,774 shares held by Parvest Europe Investment II, C.V.
Includes 190,001 shares held by Parvest U.S. Growth Fund Partners, C.V.
Includes 335,490 shares held by Parvest U.S. Partners II, C.V. Includes
39,684 shares held by entities which are affiliates of Partech
International. Mr. Worms, a director of the Company, is a general
partner of Parvest Europe Investment II, C.V., Parvest U.S. Growth Fund
Partners, C.V. and Parvest U.S. Partners II, C.V. and either a general
partner or a director of the affiliates referred to in the preceding
sentence, and may be deemed to share voting and investment power with
respect to such shares. The shares beneficially owned by Mr. Worms
include 17,000 shares owned by Mr. Worms.
(3) Includes options to purchase 381,760 shares of Common Stock.
(4) Includes options to purchase 119,000 shares granted under the Option
Plan.
(5) Includes options to purchase 93,286 shares granted under the Option
Plan.
(6) Includes options to purchase 68,072 shares granted under the Option
Plan.
(7) Represents options to purchase 61,840 shares granted under the Option
Plan.
(8) Includes options to purchase 32,574 shares granted under the Option
Plan.
(9) Represents options to purchase 55,000 shares granted under the Option
Plan.
(10) Includes options to purchase 51,033 shares granted under the Option
Plan.
(11) Represents options to purchase 20,000 shares granted under the Company's
1993 Stock Option Plan (France) and options to purchase 25,500 shares
granted under the Option Plan.
(12) Represents options to purchase 38,000 shares granted under the Option
Plan.
(13) Represents options to purchase 36,000 shares granted under the Option
Plan.
(14) Includes 210,000 shares held by Weiss, Peck & Greer Investments. Ms.
Greetham, a director of the Company, handles all healthcare investments
for the institutional, Mutual and High Individual Net Worth Accounts at
Weiss, Peck & Greer Investments, and may be deemed to share voting and
investment power in such shares arising from her interest in the entity
above. Ms. Greetham disclaims beneficial ownership of such shares,
except to the extent of her interest in the entity referred to above.
The shares beneficially owned by Ms. Greetham include options to
purchase 22,000 shares granted under the Option Plan.
(15) Includes 13,125 shares held by the Feldman family trust and options to
purchase 26,400 shares granted under the Option Plan.
(16) Represents options to purchase 23,400 shares granted under the Option
Plan.
(17) Represents options to purchase 12,000 shares granted under the Option
Plan.
<PAGE> 13
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 30, 1998.
SANGSTAT MEDICAL CORPORATION
By: /s/ Philippe Pouletty,M.D.
-------------------------------------
Philippe Pouletty, M.D.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ PHILIPPE POULETTY Chief Executive Officer (Principal April 30 , 1998
- --------------------------------
Philippe Pouletty, M.D. Executive Officer) and Chairman of
the Board of Directors
* Chief Financial Officer (Principal April 30, 1998
- --------------------------------
James F. Hinrichs Accounting Officer)
* Director April 30 , 1998
- --------------------------------
Gordon Russell
* Director April 30 , 1998
- --------------------------------
Fredric J. Feldman, Ph.D.
* Director April 30 , 1998
- --------------------------------
Elizabeth Greetham
* Director April 30 , 1998
- --------------------------------
Richard D. Murdock
* Director April 30 , 1998
- --------------------------------
Andrew Perlman, M.D., Ph.D.
* Director April 30 , 1998
- --------------------------------
Vincent Worms
By: /s/ Philippe Pouletty, M.D.
-----------------------------------------
Philippe Pouletty, M.D., Attorney-In-Fact
</TABLE>
