<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO THE ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission File Number: 0-23160
ANESTA CORP.
(Exact name of registrant as specified in its charter)
Delaware 87-0424798
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
4745 Wiley Post Way, Plaza 6 Suite 650, Salt Lake City, Utah 84116
(Address of principal executive offices)
(Zip Code)
(801) 595-1405
(Registrant's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange 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. Yes X 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/A or any amendment to
this Form 10-K/A. ( )
The approximate aggregate market value of the Common Stock held by non-
affiliates of the Registrant, based upon the last sale price of the Common Stock
reported on the National Association of Securities Dealers Automated Quotation
National Market System was $236,895,714 as of March 13, 1999.*
The number of shares of Common Stock outstanding was 13,146,400 as of
March 13, 1999.
- ---------------------
* Excludes 3,011,824 shares of Common Stock held by directors and officers and
stockholders whose beneficial ownership exceeds five percent of the shares
outstanding at March 13, 1999. Exclusion of shares held by any person should
not be construed to indicate that such person possesses the power, direct or
indirect, to direct or cause the direction of the management or policies of
the Registrant, or that such person is controlled by or under common control
with the Registrant.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
<TABLE>
<CAPTION>
Principal Occupation/
Name Age Position Held With The Company
- ---- --- ------------------------------
<S> <C> <C>
Thomas B. King.................. 44 President, Chief Executive Officer and Director
William C. Moeller.............. 60 Chairman of the Board and Treasurer
Theodore H. Stanley, M.D........ 59 Founding Chairman, Secretary and Director
Carl J. Accettura............... 45 Vice President, Manufacturing Operations
Martha V. Arnold................ 43 Vice President, Marketing
Dennis L. Coleman, Ph.D......... 52 Vice President, Research and Development
Roger P. Evans, CPA............. 34 Vice President, Finance and Administration
Franck P. Kiser................. 39 Vice President, European Operations
Paul A. Litka, M.D.............. 50 Vice President, Clinical Drug Development
Steven A. Shoemaker, M.D........ 47 Vice President in the Office of Development
W. Davis Templeton.............. 42 Vice President OTFC(R) Business Unit
Edwin M. Kania, Jr. (1) (2)..... 41 Director
Daniel L. Kisner, M.D. (1)...... 52 Director
Richard H. Leazer (1)(2)........ 57 Director
Emanuel M. Papper, M.D., Ph.D... 83 Director
Richard P. Urfer (2)............ 62 Director
- ----------------------------------
</TABLE>
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
Thomas B. King has been Chief Executive Officer of the Company since
January 1998, a Director since December 1994 and has served as its President
since December 1996. Mr. King was the Company's Chief Operating Officer from
December 1994 until December 1997 and Executive Vice President from December
1994 until December 1996. Prior to joining Anesta, he was employed by
Somatogen, Inc., a biotechnology company, from January 1990 to December 1994 as
Vice President of Marketing and Business Development. Prior to joining
Somatogen, he was director of the Cardiovascular Business Unit at Abbott
Laboratories ("Abbott"), a pharmaceutical company, from January 1988 to December
1989 and held various marketing and business development positions at Anaquest,
an anesthesia pharmaceutical company and a division of BOC HealthCare, from June
1982 to December 1987. Mr. King received an M.B.A. in finance and marketing
from the University of Kansas in 1982.
William C. Moeller has been Chairman of the Board of Directors of the
Company since January 1998. Mr. Moeller served as Chief Executive Officer and
Director of the Company since he co-founded the Company in 1985 and served as
President from August 1985 until December 1996. Prior to joining Anesta, Mr.
Moeller held senior management positions with several medical companies that
manufactured products for orthopedic and cardiovascular surgery and for
anesthesiology. These positions included general management responsibilities in
the large multinational companies of Howmedica, Inc., a medical devices company,
from 1964 to 1973 and The BOC Group, from 1973 to 1981, in its medical division.
Mr. Moeller was Chief Operating Officer of Symbion, Inc., a company in the field
of artificial
1.
<PAGE>
organs, from 1982 to 1985. He received an M.B.A. from the Harvard Graduate
School of Business Administration in 1964.
Theodore H. Stanley, M.D. has been Founding Chairman of the Company since
January 1998. Dr. Stanley served as Chairman of the Board of Directors of the
Company since he co-founded the Company in 1985 until December 1997. Dr.
Stanley served as Medical Director of the Company from 1985 to April 1994. He
also has been Professor of Anesthesiology and Professor of Surgical Research at
the University of Utah School of Medicine since 1978. Dr. Stanley also has been
an Adjunct Professor of Anesthesiology at the University of Texas (Houston)
since 1985. He also has been a clinical research investigator for numerous
pharmaceutical companies in the investigation of new anesthetic drugs. Dr.
Stanley received an M.D. from Columbia University, College of Physicians and
Surgeons in 1965.
Carl J. Accettura joined the Company as Vice President, Manufacturing
Operations in June 1998. Prior to joining Anesta, he was Vice President,
Worldwide Supply Chain Management for the ConvaTec subsidiary of Bristol-Myers
Squibb (BMS). Prior to joining BMS, he was Vice President, Materials
Management, for Hoffman-LaRoche from 1992 to 1997. His previous pharmaceutical
industry experience was with Pfizer Inc. from 1984 to 1992, where he held
various production positions, including Director, Planning. Mr. Accettura
received an M.B.A. with honors from New York University Graduate School of
Business in 1980.
Martha V. Arnold has been Vice President, Marketing of the Company since
February 1999. Prior to February 1999, Ms. Arnold served as Vice President,
OTFC Business Unit since September 1996. Prior to joining Anesta, she was
employed by McNeil Consumer Products Company, a member of the Johnson & Johnson
family of companies, where she served as Director, Smoking Cessation Products
from April 1994 to August 1996 and Director, New Products from September 1993 to
April 1994. Since May 1983, she has held various marketing and business
development positions within the McNeil and Johnson & Johnson-Merck Consumer
Pharmaceuticals organizations. Ms. Arnold received an M.B.A. from the
University of Chicago Graduate School of Business in 1981.
Dennis L. Coleman, Ph.D. has been Vice President, Research and Development
of the Company since March 1992 and served as Director, Technical Marketing at
the Company from April 1991 to February 1992. Prior to joining Anesta, he was a
founder of Albion Instruments, a company specializing in the analysis of
anesthetic gases, where he served as Clinical Director from 1981 to August 1990.
He also served as a consultant to Anesta from September 1990 to March 1991. He
served as Research Associate Professor at the College of Pharmacy, Department of
Pharmaceutics from 1985 to 1987 and as Research Assistant Professor, Department
of Surgery, College of Medicine, Division of Artificial Organs from 1981 to 1986
at the University of Utah. Dr. Coleman received a Ph.D. in Pharmaceutics from
the University of Utah in 1980.
Roger P. Evans, CPA has been Vice President, Finance and Administration of
the Company since July 1998. Prior to July 1998, Mr. Evans served as the
Company's Corporate Controller since July 1993. Prior to joining Anesta, he was
employed by Coopers & Lybrand LLP from September 1990 to July 1993 where he
worked in both the financial audit and electronic data processing audit areas.
Mr. Evans received a MAcc in accounting from Brigham Young University in 1990.
Franck P. Kiser joined Anesta as Vice President, European Operations in
November 1997. Prior to joining Anesta, he was the principal at Group Kiser,
Switzerland, from May 1993 to February 1997, where he specialized in developing
and executing European strategies for international companies. Previously, from
May 1993 to February 1997, Mr. Kiser held various international management,
global marketing and business development positions at Schering-Plough
Corporation. Mr. Kiser received a masters degree in International Management
from the American Graduate School of International Management, Thunderbird in
August 1989.
Paul A. Litka, M.D. joined Anesta in March 1998 as Vice President, Clinical
Drug Development. Prior to joining the Company he served as Senior Vice
President, Clinical Research and Regulatory Affairs at Magainin Pharmaceuticals,
Inc., a pharmaceutical company, from May 1996 to February 1998 and as Vice
President, Clinical Research from April 1995 to May 1996. From April 1994 to
April 1995 he was an independent consultant. From November 1991 to March 1994
he was Senior Vice President and General Manager of the IBRD Center for Clinical
Research, a contract research organization. He received an M.D. from the
College of Medicine and Dentistry of New Jersey-Newark in 1975.
Steven A. Shoemaker, M.D. has been Vice President in the Office of
Development since July 1998. From January 1997 to July 1998 he served as Vice
President, Medical Communications. Dr. Shoemaker served as the Company's Vice
President, Medical Affairs from April 1994 to January 1997. Prior to joining
Anesta, he was employed by Somatogen, Inc., a biotechnology company, from
February 1993 to March 1994 as Senior Vice President and from June 1989 to
February 1993 as Vice President of Drug Development and Medical Affairs. He was
Assistant Professor of Medicine at the University of Colorado Health Sciences
Center from July 1985 to June 1988. He received an M.D. degree from the
University of California at Los Angeles in 1978.
W. Davis Templeton has been Vice President, OTFC Business Unit since
February 1999. Prior to February 1999, Mr. Templeton served as Director,
Strategic Marketing Group for the Company since September 1996. Prior to joining
2.
<PAGE>
Anesta, he was employed by Somatogen,Inc., a biotechnology company, from
February 1992 to September 1996 as Director of Commercial Development. From
August 1983 to January 1992 he held various marketing, product management and
sales management positions at Abbott Laboratories. He received an M.B.A. from
the University of South Carolina in 1983.
Edwin M. Kania, Jr. has served as director of the Company since April 1987.
Mr. Kania is General Partner of One Liberty Ventures, Inc., which he co-founded
in 1995. Previously, he had been General Partner in a predecessor firm, Morgan
Holland Ventures. Mr. Kania serves as a director of several private companies.
He received his M.B.A. from the Harvard Graduate School of Business
Administration in 1982.
Daniel L. Kisner, M.D. has served as a director of the Company since
February 1996. Dr. Kisner has served as President and Chief Executive Officer
of Caliper Technologies Corp. since April 1, 1999. Prior to joining Caliper,
Dr. Kisner served as Chief Operating Officer of Isis Pharmaceuticals, Inc., a
biotechnology company, since February 1993, as a Director since March 1991 and
as President since May 1994. From March 1991 until February 1993, he was
Executive Vice President of Isis. From December 1988 until March 1991, he was
Division Vice President of Pharmaceutical Development for Abbott. From March
1988 until November 1988, Dr. Kisner served as the Vice President, International
Clinical Research and Development for Smith Kline & French Laboratories and from
May 1985 until March 1988 he served as Vice President, Clinical Research R&D,
Continental Europe for the same company. Dr. Kisner was an Associate Professor
of Oncology at the University of Texas and an acting Associate Director at the
National Cancer Institute. Dr. Kisner received an M.D. from Georgetown
University in 1972.
Richard H. Leazer has served as Managing Director of the Wisconsin Alumni
Research Foundation, a not-for-profit corporation supporting research at the
University of Wisconsin, since March 1993. Prior to such time, he was President
of Ohmeda, an anesthesia device and equipment manufacturer and a division of BOC
HealthCare, from 1988 to September 1992 and was President of Anaquest an
anesthesia pharmaceutical company and a division of BOC HealthCare, from 1981 to
1988. Mr. Leazer received an M.B.A. from Drexel University in 1966.
Emanuel M. Papper, M.D., Ph.D. has been a director of the Company since
July 1990. He has been Professor of Anesthesiology at the University of Miami
since 1969 and was Professor of Pharmacology there from 1974 to 1981. Dr.
Papper also served as the Vice President for Medical Affairs and the Dean of the
University of Miami School of Medicine from 1969 to 1981. Prior to that time,
Dr. Papper was a Professor of Anesthesiology and Chairman of the Department of
Anesthesiology at Columbia University from 1949 to 1969. He received an M.D.
from New York University in 1938 and a Ph.D. in English Literature from the
University of Miami in 1990.
Richard P. Urfer has served as a director of the Company since August 1996.
Mr. Urfer has served as President of BW Capital Markets, Inc., an investment
banking firm, since June 1997. From June 1995 until June 1997, Mr. Urfer served
as Executive Vice President of Resource Investment Advisors, Inc. From May 1987
until June 1995, Mr. Urfer was Managing Director of R.P. Urfer & Co., investment
bankers. From September 1982 until May 1987 he was Chief Operating Officer of
Chase Manhattan Capital Markets Corporation. Mr. Urfer received an M.B.A. from
the Harvard Graduate School of Business Administration in 1964.
Compliance With Section 16(a) of The Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the Securities and Exchange Commission (the "SEC") initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than ten
percent stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the Company and
written
3.
<PAGE>
representations that no other reports were required, during the year ended
December 31, 1998, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent stockholders were complied
with; except a report covering one transaction was filed late by Dennis Coleman.
4.
<PAGE>
Item 11. Executive Compensation
Compensation of Directors
The Company's directors do not currently receive any cash compensation for
service on the Board of Directors or any committee thereof, but directors may be
reimbursed for certain expenses in connection with attendance at Board of
Directors and committee meetings.
Each Non-Employee Director of the Company receives stock option grants
under the 1993 Non-Employee Directors' Stock Option Plan (the "Directors'
Plan"). Only Non-Employee Directors of the Company or affiliates of such
directors (as defined in the Internal Revenue Code) are eligible to receive
options under the Directors' Plan. Options granted under the Directors' Plan do
not qualify as incentive stock options under the Code.
Option grants under the Directors' Plan are non-discretionary. Subject to
the adoption of Proposal 3, each person who is, after the effective date of the
initial public offering of shares of the Company's Common Stock, elected for the
first time to be a Non-Employee Director shall, upon the initial election date
to be a Non-Employee Director by the Board of Directors or stockholders of the
Company, be granted an option to purchase 15,000 shares of Common Stock of the
Company under the Directors' Plan. On the date of the Company's Annual Meeting,
each member of the Company's Board of Directors who is not an employee of the
Company and has served as a Non-Employee Director for at least three months or,
where specified by the Non-Employee Director, an affiliate of such director, is
automatically granted under the Directors' Plan, without further action by the
Company, the Board of Directors or the stockholders of the Company, an option to
purchase 5,000 shares of Common Stock of the Company. In addition, each Non-
Employee Director serving as a committee chair shall receive, on the date of the
Company's annual meeting each year, an option grant to purchase 2,000 shares of
Common Stock of the Company and an additional 400 shares will be granted to each
Non-Employee Director for each regularly scheduled meeting of the Board of
Directors attended in person or via telephone. No other options may be granted
at any time under the Directors' Plan. The exercise price of options granted
under the Directors' Plan is the fair market value of the Common Stock subject
to the option on the date of the option grant. Options granted under the
Directors' Plan may be exercised: (i) in installments over a period of three
years from the date of grant in three equal installments commencing on the date
one year after the date of grant, provided that the optionee has, during the
entire period prior to such vesting date, continuously served as a Non-Employee
Director, or (ii) until the date upon which such optionee, or the affiliate of
such optionee, as the case may be, terminates his service as a Non-Employee
Director for any reason or for no reason, the option shall terminate on the
earlier of the expiration date of the option or the date three months following
the date of termination of service. The term of options granted under the
Directors' Plan is five years. In the event of a merger of the Company with or
into another corporation or a consolidation, acquisition of assets or other
change-in-control transaction involving the Company, each option either will
continue in effect, if the Company is the surviving entity, or will be assumed
or an equivalent option will be substituted by the successor corporation, if the
Company is not the surviving entity.
During the last fiscal year, the Company granted options covering an
aggregate of 39,800 shares to the Non-Employee Directors of the Company, with
exercise prices per share ranging from $14.25 to $25.1875, which was equal to
the fair market value on the respective dates of grant (based on the closing
sales price reported in the Nasdaq National Market). As of December 31, 1998,
options to acquire 1,750 shares had been exercised under the Directors' Plan.
Compensation of Executive Officers
The following table sets forth, for the fiscal years ended December 31,
1998, 1997 and 1996, certain compensation, including salary, bonuses, stock
options and certain other compensation, awarded or paid to, or earned by, the
Company's Chief Executive Officer and its four most highly compensated executive
officers at December 31, 1998 (the "Named Executive Officers").
5.
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------- -------------------
Securities
Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Options (#) Compensation
- --------------------------- ---- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Thomas B. King 1998 240,000 200,000 45,000 3,634 (1)
President and Chief 1997 192,000 50,000 60,000 2,880 (1)
Executive Officer 1996 154,000 50,000 90,000 2,117 (1)
William C. Moeller 1998 156,696 125,000 10,000 2,305 (1)
Chairman of the Board 1997 192,000 75,000 25,000 2,880 (1)
and Treasurer 1996 160,000 50,000 50,000 2,400 (1)
Martha V. Arnold 1998 160,000 80,840 12,500 2,400 (1)
Vice President, Marketing 1997 140,000 27,010 15,000 1,088 (1)
1996 41,971 25,000 40,000 79,640 (2)
Dennis L. Coleman, Ph.D. 1998 160,000 63,160 12,500 2,309 (1)
Vice President, Research 1997 150,000 15,390 15,000 2,250 (1)
and Development 1996 126,000 22,453 20,000 1,890 (1)
Steven A. Shoemaker, M.D. 1998 170,000 62,263 12,500 1,500 (1)
Vice President in the Office 1997 160,000 26,416 15,000 1,500 (1)
of Development 1996 147,000 26,197 20,000 1,500 (1)
</TABLE>
____________________________
(1) Consists of matching contributions to each Named Executive Officer's 40l(k)
account made by the Company.
(2) Consists of relocation items paid by the Company.
6.
<PAGE>
OPTION GRANTS IN 1998
The following table sets forth for the Named Executive Officers certain
information regarding options granted for the year ended December 31, 1998:
<TABLE>
<CAPTION>
Potential Realizable
Percent of Value at
Total Assumed Annual Rates
Number of Options of Stock Price
Securities Granted to Appreciation
Underlying Employees Exercise For Option Term (2)
Options In 1998 Price Expiration --------------------
Name Granted (#) (%)(1) ($/Share) Date 5% ($) 10% ($)
- -------------------------------- --------------- ------------- ------------- --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas B. King.................. 45,000 10.3 12.125 8/6/2008 343,141 869,586
William C. Moeller.............. 10,000 2.3 12.125 8/6/2008 76,253 193,241
Martha V. Arnold................ 12,500 2.9 12.125 8/6/2008 95,317 241,552
Dennis L. Coleman, Ph.D......... 12,500 2.9 12.125 8/6/2008 95,317 241,552
Steven A. Shoemaker, M.D........ 12,500 2.9 12.125 8/6/2008 95,317 241,552
</TABLE>
- ----------------------------
(1) Based on 435,650 options granted in 1998.
(2) The potential realizable value is based on the term of the option at its
time of grant (10 years in the case of these options). It is calculated by
assuming that the stock price on the date of grant appreciates at the
indicated annual rate, compounded annually for the entire term of the
option, and that the option is exercised and sold on the last day of its
term for the appreciated stock price. No gain to the optionee is possible
unless the stock price increases over the option term, which will benefit
all stockholders.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table sets forth for the Named Executive Officers the shares
acquired and the value realized on each exercise of stock options during the
fiscal year ended December 31, 1998 and the fiscal year-end number and value of
unexercised options:
<TABLE>
<CAPTION>
Value of
Unexercised
Number of Unexercised In-the-Money Options
Options at December at December 31,
31, 1998 1998 ($)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($)(1) Unexercisable Unexercisable (2)
- --------------------------------- ----------------- -------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Thomas B. King................... 20,000 290,837 158,371/127,296 2,681,283/1,809,993
William C. Moeller............... 45,375 440,286 44,104/38,127 790,504/550,074
Martha V. Arnold................. - - 18,176/37,658 257,929/528,748
Dennis L. Coleman, Ph.D......... 16,767 266,881 39,132/30,368 701,204/432,296
Seven A. Shoemaker, M.D.......... 25,000 22,250 52,132/30,368 928,330/432,296
</TABLE>
----------------------------
(1) Based on the fair market value of the Common Stock as of the exercise date
as reported on the Nasdaq National Market, minus the exercise price,
multiplied by the number of shares underlying the option.
(2) Based on the fair market value of the Common Stock as of December 31, 1998
as reported on the Nasdaq National Market, minus the exercise price,
multiplied by the number of shares underlying the option.
7.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is a former or current officer of
the Company.
8.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership,
of the Company's Common Stock as of April 18, 1999 by: (i) each nominee for
director; (ii) the executive officers named in the Summary Compensation Table;
(iii) all executive officers and directors of the Company as a group; and (iv)
all those known by the Company to be beneficial owners of more than five percent
of its Common Stock.
<TABLE>
<CAPTION>
Number Percent
of Shares Beneficially
Name of Beneficial Owner Beneficially Owned Owned (1)(2)
- ------------------------ ------------------ ------------
<S> <C> <C>
Abbott Laboratories
One Abbott Park Road, D-980, AP30
Abbott Park, IL 60064-3500........................................ 1,202,840 9.1%
The Capital Group Companies, Inc. (3)
333 South Hope Street
Los Angeles, CA 90071............................................. 740,000 5.6
Theodore H. Stanley (4)
4745 Wiley Post Way, Suite 650
Salt Lake City, UT 84116.......................................... 588,964 4.5
William C. Moeller (5)
4745 Wiley Post Way, Suite 650
Salt Lake City, UT 84116.......................................... 420,860 3.2
Edwin M. Kania, Jr. (6)............................................ 7,333 **
Thomas B. King (7)................................................. 191,928 1.4
Daniel L. Kisner (8)............................................... 10,833 **
Richard H. Leazer (9).............................................. 21,333 **
Emanuel M. Papper (10)............................................. 21,333 **
Richard P. Urfer (11).............................................. 48,213 **
Carl J. Accettura (12)............................................. 12,499 **
Martha V. Arnold (13).............................................. 25,467 **
Dennis L. Coleman (14)............................................. 79,559 **
Roger P. Evans (15)................................................ 11,798 **
Franck P. Kiser (16)............................................... 21,197 **
Paul A. Litka (17)................................................. 16,666 **
Steven A. Shoemaker (18)........................................... 75,046 **
W. Davis Templeton (19)............................................ 18,599 **
All executive officers and directors as a group
(16 persons) (4) - (19)............................................ 1,571,628 11.5%
</TABLE>
____________________________
** Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options or warrants currently
9.
<PAGE>
exercisable or exercisable within sixty (60) days of April 18, 1999, are
deemed outstanding for computing the percentage of the person or entity
holding such securities but are not outstanding for computing the
percentage of any other person or entity. 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.
(2) Percentage of beneficial ownership is based on 13,195,133 shares of Common
Stock outstanding as of April 18, 1999.
(3) Capital Research and Management Company, and SMALLCAP World Fund, Inc. have
together filed a Schedule 13G pursuant to which they report sole or shared
voting and dispositive power over 740,000 shares owned as of December 31,
1998. Capital Research and Management Company is a registered investment
adviser and manages the American Funds Group of mutual funds.
(4) Includes options exercisable for 13,747 shares of Common Stock. Of the
588,964 issued and outstanding shares, Dr. Stanley owns 227,211 shares,
Mary Ann Stanley, Dr. Stanley's spouse, owns 181,976 shares, the Stanley
Research Foundation owns 83,065 shares, the Theodore H. and Mary Ann
Stanley Foundation owns 58,065 shares and Dr. Stanley owns 24,900 shares
jointly with Ellen Stanley.
(5) Includes options exercisable for 32,020 shares of Common Stock, 25,000
shares held by the William and Joanne Moeller Foundation, of which Mr.
Moeller is the trustee, and 50,000 shares held by the Joanne Moeller Living
Trust.
(6) Includes options exercisable for 6,333 shares of Common Stock and 1,000
shares held by One Liberty Ventures Retirement Trust FBO Edwin M. Kania,
Jr.
(7) Includes options exercisable for 174,933 shares of Common Stock.
(8) Includes options exercisable for 10,833 shares of Common Stock.
(9) Includes options exercisable for 21,333 shares of Common Stock.
(10) Includes options exercisable for 5,833 shares of Common Stock.
(11) Includes options exercisable for 8,333 shares of Common Stock and 3,225
shares held by Cynthia Urfer, Mr. Urfer's spouse and 1,655 shares owned by
Courtney Urfer, Mr. Urfer's daughter.
(12) Includes options exercisable for 12,499 shares of Common Stock.
(13) Includes options exercisable for 25,467 shares of Common Stock.
(14) Includes options exercisable for 32,966 shares of Common Stock.
(15) Includes options exercisable for 11,619 shares of Common Stock.
(16) Includes options exercisable for 21,197 shares of Common Stock.
(17) Includes options exercisable for 16,666 shares of Common Stock.
(18) Includes options exercisable for 32,966 shares of Common Stock.
(19) Includes options exercisable for 18,249 shares of Common Stock.
10.
<PAGE>
Item 13. Certain Relationships and Related Transactions
CERTAIN TRANSACTIONS
Relationship with Abbott Laboratories. In December 1989, Anesta entered
into a research and development, license, supply and distribution agreement with
Abbott. Under the agreement, as amended, Anesta granted to Abbott the exclusive
right to make, use and market in the U.S. OT-products resulting from technology
owned or licensed by Anesta consisting of the OT-fentanyl product line or other
central nervous system acting drugs or intermediates thereof used for pre-
medication, sedation, analgesia, diagnostic procedures, emergency room
procedures, post operative pain, burn treatment or cancer-related pain
management. Under the 1989 Agreement, Abbott is obligated to pay royalties and
other payments on product sales. For the year ended December 31, 1998, the
Company received $469,547 from Abbott for payments on product sales, royalties
and contract research. In January 1998, the Company exercised its right to
terminate Abbott International's license rights to OT-fentanyl products in all
countries in the world except the U.S.
Relationship with Stanley Research Foundation. Dr. Stanley is the sole
trustee of the Stanley Research Foundation ("SRF"), a not-for-profit entity.
SRF makes grants to the University of Utah which are used to support the work of
scientists and other employees of the University of Utah. The Company
reimburses SRF for such grants. The Company obtains from SRF certain materials
and services at the same cost as that paid by SRF. Such grants and purchasing
arrangements totaled $250,368 for the year ended December 31, 1998. Dr. Stanley
receives no remuneration from SRF, and therefore does not benefit directly from
the Company's arrangements with SRF.
Relationship with Dennis Coleman, Ph.D. Dr. Coleman, an executive officer of
the Company, borrowed $51,000 in April of 1998 and $50,904 in September of 1998
at an annual interest rate of 8% in connection with the exercise of stock
options. In December of 1998, Dr. Coleman repaid all amounts, including
interest, to the Company.
11.
<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, in the City of Salt
Lake City, State of Utah, on the 30th day of April, 1999.
ANESTA CORP.
By /s/ Thomas B. King
-------------------
Thomas B. King
President, Chief Executive Officer and
Director
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/ THOMAS B. KING President, Chief Executive Officer and April 30, 1999
- ------------------------------------------------- Director (Principal Executive Officer)
Thomas B. King
/s/ WILLIAM C. MOELLER* Chairman of the Board and Treasurer April 30, 1999
- -------------------------------------------------
William C. Moeller
/s/ THEODORE H. STANLEY, M.D.* Founding Chairman of the Board April 30, 1999
- -------------------------------------------------
Theodore H. Stanley, M.D.
/s/ ROGER P. EVANS* Vice President, Finance and April 30, 1999
- ------------------------------------------------- Administration and Accounting Officer
Roger P. Evans
/s/ EDWIN M. KANIA, JR.* Director April 30, 1999
- -------------------------------------------------
Edwin M. Kania, Jr.
/s/ EMANUEL M. PAPPER, M.D., PH.D.* Director April 30, 1999
- -------------------------------------------------
Emanuel M. Papper, M.D., Ph.D.
/s/ DANIEL L. KISNER, M.D.* Director April 30, 1999
- -------------------------------------------------
Daniel L. Kisner, M.D.
/s/ RICHARD P. URFER* Director April 30, 1999
- -------------------------------------------------
Richard P. Urfer
/s/ RICHARD H. LEAZER* Director April 30, 1999
- -------------------------------------------------
Richard H. Leazer
</TABLE>
*By: /s/ THOMAS B. KING
-------------------
Thomas B. King
Attorney-In-Fact
12.
<TABLE> <S> <C>
<PAGE>
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<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 55,889
<SECURITIES> 24,661
<RECEIVABLES> 276
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 81,277
<PP&E> 3,278
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0
0
<COMMON> 13
<OTHER-SE> 80,006
<TOTAL-LIABILITY-AND-EQUITY> 85,129
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<INCOME-PRETAX> (15,701)
<INCOME-TAX> 16
<INCOME-CONTINUING> (15,717)
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</TABLE>
