<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1997 Commission File Number 0-23252
IGEN International, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 94-2852543)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16020 INDUSTRIAL DRIVE, GAITHERSBURG, MD 20877
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(301) 984-8000
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(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 $0.001 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 the registrants'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 aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 17, 1997, computed by reference to the closing sale price
of such stock quoted on the Nasdaq National Market, was approximately
$59,109,800. For the purposes of this calculation, shares owned by officers,
directors and 5% shareholders known to the Registrant have been deemed to be
owned by affiliates.
The number of shares outstanding of the Registrant's Common Stock as of June
17, 1997 was 15,006,017.
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
IGEN International, Inc. ("IGEN" or the "Company") expects to reschedule
the date of its annual meeting from September 9, 1997 to October 7, 1997 and
therefore amends the following items of its Annual Report on Form 10-K for
the fiscal year ending March 31, 1997. Each such item is set forth herein in
its entirety, as amended. No exhibits are filed with this amendment.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information as to Directors.
The Board of Directors consists of six directors divided into three classes
designated as Class I, Class II and Class III, respectively. The term of office
of the Class I directors will expire at the next annual meeting of stockholders
and at that time Class I directors will be elected for a three-year term. The
terms of office of the Class II directors and Class III directors will expire at
the annual meetings of stockholders in 1998 and 1999, respectively, and their
successors will be elected for a three-year term.
The following table sets forth the names of the members of the Board of
Directors as of July 18, 1997. Also set forth is certain other information with
respect to each such person's age, principal occupation or employment during the
past five years, the periods during which he has served as a director and
positions currently held with the Company. One Class II director position is
vacant.
<TABLE>
<CAPTION>
DIRECTOR POSITIONS HELD
DIRECTORS AGE SINCE EXPIRATION OF TERM WITH THE COMPANY
- -------------------------------------- --- ----------- ------------------- --------------------------------------
<S> <C> <C> <C> <C>
Robert Salsmans....................... 52 1995 1997 Director
Edward B. Lurier(1)(2)................ 66 1987 1997 Director
Richard J. Massey, Ph.D............... 50 1990 1998 President, Chief Operating Officer and
Director
William J. O'Neill(1)(2).............. 55 1984 1999 Director
Samuel J. Wohlstadter................. 55 1982 1999 Chairman, Chief Executive Officer and
Director
</TABLE>
- ------------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
2
<PAGE>
Set forth below is certain biographical information regarding the directors
of the Company.
Class I Directors (term expires 1997)
EDWARD B. LURIER is a General Partner of Gryphon Financial Partners, a
venture capital fund, and Chairman of Gryphon Management Co., Inc., a venture
capital firm, positions he has held since January 1986. Mr. Lurier has been a
Director of the Company since 1987. Mr. Lurier is also a Director of Energy
Biosystems Corp., a fossil fuel, biotechnology research and development company,
and several privately held companies.
ROBERT R. SALSMANS has served as President and Chief Executive Officer of
Organon Teknika B.V., a business unit that is part of the Pharma group of Akzo
Nobel N.V., a holding company with high technology operating units in the
biotechnology, medical, and pharmaceutical industries, in the Netherlands, since
September 1994. From October 1993 through August 1994, Mr. Salsmans served as
Managing Director of Organon Teknika B.V. and from 1990 through September 1993,
he served as Managing Director of Organon International B.V. Mr. Salsmans sits
on the Board pursuant to an agreement between Organon Teknika entered into as
part of the long-term license agreement and stock purchase agreement between the
parties in May 1993. Mr. Salsmans has been a Director of the Company since 1995.
Class II Directors (term expires 1998)
RICHARD J. MASSEY, Ph.D. is a founder of the Company, has been President and
Chief Operating Officer of the Company since February 1992, and has been a
Director of the Company since 1990. He served as Senior Vice President from 1985
to 1992. From 1981 until he joined IGEN in 1983, Dr. Massey was a faculty member
in the Microbiology and Immunology Department at Rush Medical Center in Chicago.
Prior to that, he was Senior Research Scientist at the National Cancer
Institute, Frederick Cancer Research Center.
Class III Directors (term expires 1999)
WILLIAM J. O'NEILL has been a Director of the Company since 1984. He serves
as Executive Vice President and Chief Financial Officer of Polaroid Corporation,
a photographic equipment company, where he has been employed for more than 25
years.
SAMUEL J. WOHLSTADTER is a founder of the Company and has been Chairman of
the Board and Chief Executive Officer since its formation in 1982. Mr.
Wohlstadter has been a venture capitalist for more than 20 years and has
experience in founding, supporting and managing high technology companies,
including Amgen Inc., a biopharmaceutical company, and Applied Biosystems, Inc.,
a medical and biological research products company. Mr. Wohlstadter is also
Chief Executive Officer of Hyperion Catalysis International, an advanced
materials company, which he founded in 1981, of Pro-Neuron, Inc., a drug
discovery company, which he founded in 1985, of Proteinix Corporation, a
development stage company organized to conduct research in intracellular
metabolic processes, which he founded in 1988, and of Pro-Virus, Inc., a drug
discovery company, which commenced operations in 1994.
3
<PAGE>
INFORMATION AS TO EXECUTIVE OFFICERS. The information with respect to the
Company's executive officers required under this item is incorporated by
reference to Part I of the Company's Form 10-K filed on July 11, 1997.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives a per meeting attendance
fee of $1,000. In the fiscal year ended March 31, 1997, the total compensation
paid to non-employee directors (all directors except Mr. Wohlstadter and Dr.
Massey) was $11,000. In accordance with Company policy, all members of the Board
of Directors are eligible for reimbursement for their expenses incurred in
connection with attendance at Board meetings.
On April 25, 1994, each non-employee director of the Company then sitting on
the Board of Directors was granted an option to purchase 10,000 shares of the
Company's Common Stock under the 1994 Non-Employee Directors' Stock Option Plan
at a purchase price of $8.75 per share (the closing sales price reported in the
NASDAQ National Market System on the day prior to the date of grant). Mr.
Salsmans was granted an option to purchase 10,000 shares of the Company's Common
Stock under the 1994 Non-Employee Directors' Stock Option Plan at a purchase
price of $6.25 when he joined the Board effective on August 25, 1995 (the
closing price reported in the NASDAQ National Market System on the day prior to
the date of grant). The options vest over a period of five years with one-fifth
of the option becoming exercisable one year from the date of grant and an
additional one-twentieth becoming exercisable every three months thereafter.
Such vesting is conditioned upon continued service as a director of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company was composed of three non-employee
directors in fiscal year 1997: Messrs. Lurier, O'Neill and Rehkaemper. None of
the foregoing persons is or has been an officer of the Company.
4
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows for the fiscal years ending March 31, 1997, 1996
and 1995, compensation awarded or paid to, or earned by the Company's Chief
Executive Officer and its other four most highly compensated executive officers
at March 31, 1997 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------ ------------ OTHER ANNUAL
SALARY BONUS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (# SHARES) ($)
- ------------------------------------------- --------- ------------- --------- ------------------- -------------
<S> <C> <C> <C> <C> <C>
Samuel J. Wohlstadter 1997 $260,000 $ --- 100,000 ---
Chairman and Chief Executive Officer 1996 $237,000 $50,000 --- ---
1995 $227,000 $40,000 62,500 $5,400(1)
Richard J. Massey, Ph.D. 1997 $220,000 $ --- 80,000 $8,750(1)
President and Chief Operating Officer 1996 $200,000 $40,000 --- $8,750(1)
1995 $191,000 $35,000 50,000 $8,750(1)
George V. Migausky 1997 $165,000 $ --- 50,000 ---
Vice President and Chief Financial 1996 $150,000 $30,000 --- ---
Officer 1995 $142,000 $25,000 27,500 ---
Herman H. Spolders, Ph.D. 1997 $187,500 $ --- 20,000 ---
Vice President, Business Development 1996 $172,250 $25,000 --- ---
and Planning 1995 $150,000 --- --- ---
Robert Connelly 1997 $140,000 $ --- 30,000 ---
Vice President, Marketing and Sales 1996 $127,000 $20,000 --- ---
1995 $120,000 $12,000 30,000 ---
</TABLE>
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(1) Consists of annual lease value of Company-provided automobile.
STOCK OPTION GRANTS AND EXERCISES
The Company has granted options to its executive officers under its 1985
Stock Option Plan (the "1985 Plan") and its 1994 Stock Option Plan (the "1994
Plan") (collectively, the "Plans"). The 1994 Plan was adopted by the Board of
Directors in July 1994 to replace the 1985 Plan and was approved by the
stockholders in September 1994. 280,000 options were granted under the Plans to
the Named Executive Officers during the fiscal year ended March 31, 1997. The
Company is empowered to and from time to time does repurchase shares of Common
Stock in the open market for the purpose of making shares available for issuance
upon the exercise of options.
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows for the fiscal year ended March 31, 1997, certain
information regarding options granted to the Named Executive Officers.
Option Grants in Last Fiscal Year and Potential
Realizable Value at Assumed Rate of Appreciation
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
ASSUMED ANNUAL RATES
OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (2)
- ------------------------------------------------------------------------------------------------------- ----------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDER-LYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ------------------------------------------- -------------- --------------- ------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Samuel J. Wohlstadter...................... 100,000 32.26% 5.00 5/02/06 $ 314,500 $ 797,000
Richard J. Massey, Ph.D.................... 80,000 25.81 5.00 5/02/06 251,500 637,500
George V. Migausky......................... 50,000 15.13 5.00 5/02/06 157,000 398,500
Herman H. Spolders, Ph.D................... 20,000 6.45 5.00 5/02/06 63,000 159,000
Robert Connelly............................ 30,000 9.68 5.00 5/02/06 94,000 239,000
</TABLE>
- ------------------------
(1) These options were granted on May 3, 1996 under the 1994 Plan. Unless
otherwise noted, the options granted each person vest over a period of five
years with one-fifth of such person's options becoming exercisable one year
from the date of grant and an additional one-twentieth of such options
becoming exercisable every three months thereafter. The options expire ten
years after the date of their grant. Under the 1994 Plan, the Compensation
Committee or the Board of Directors may accelerate the time of vesting or
time of exercise of any option granted. The Compensation Committee or the
Board of Directors also has the authority, at any time and from time to
time, to effect the downward repricing of any outstanding options and/or
with the consent of the affected holders of options, the cancellation of any
outstanding options and the grant of new options covering the same or
different numbers of shares of Common Stock with an exercise price as of the
new grant date of not less than: (i) 85% of the fair market value (as
defined in the 1994 Plan) of the stock for options not intended to qualify
as incentive stock options under Section 422 of the Internal Revenue Code of
1986, as amended and the regulations promulgated thereunder, (ii) 100% of
the fair market value for options intended to qualify as incentive stock
options, and (iii) 110% of the fair market value for options held by a
person holding more than 10% of the total combined voting power of all
classes of stock of the Company or any affiliates. Subject to adjustments
upon changes in stock, no person is eligible to be granted options covering
more than 200,000 shares of Common Stock in any 12 month period.
(2) These amounts represent hypothetical gains that could be achieved for
options if they are exercised at the end of the option term. These gains are
based on assumed rates of stock price appreciation of 5% and 10% compounded
annually from the date the options are granted to the end of the option
term. Actual gains, if any, on stock option exercises are dependent on the
future performance of the Company's Common Stock and the optionee's
continued employment through the vesting period. There can be no assurance
that the amounts reflected in this table will be achieved.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND STOCK OPTION VALUES AT
MARCH 31, 1997
The following table sets forth information related to options exercised by
the Named Executive Officers during the fiscal year ending March 31, 1997 and
the number and value of options held at year end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED VALUE OPTIONS AT IN-THE-MONEY OPTIONS AT
ON EXERCISE REALIZED MARCH 31, 1997 (#) MARCH 31, 1997 ($)
NAME (#) ($) EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(2)
- ----------------------------------- --------------- ------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Samuel J. Wohlstadter.............. -0- -0- 469,375/113,125 $ 288,762/$21,250
Richard J. Massey, Ph.D............ -0- -0- 284,500/ 90,500 183,257/ 17,000
George V. Migausky................. -0- -0- 92,825/ 54,875 92,313/ 10,625
Herman H. Spolders, Ph.D........... -0- -0- 45,000/ 27,500 29,251/ 11,375
Robert Connelly.................... -0- -0- 21,000/ 39,000 1,125/ 6,375
</TABLE>
- ------------------------
(1) Includes both "in-the-money" and "out-of-the-money" options. "In-the-money"
options are options with exercise prices below the market price of the
Company's Common Stock at March 31, 1997.
(2) Based on the closing price of the Company's Common Stock on March 31, 1997
($5.25) minus the exercise price.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 18, 1997 (except as otherwise
footnoted below), certain information regarding the ownership of the Company's
Common Stock of: (i) each current director; (ii) each nominee for director;
(iii) each of the Named Executive Officers; (iv) all executive officers and
directors of the Company as a group; and (v) all those known by the Company to
be beneficial owners of more than five percent (5%) of its outstanding Common
Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
------------------------------------
NAME NUMBER OF SHARES PERCENT OF TOTAL
- -------------------------------------------- ----------------- -----------------
<S> <C> <C>
Samuel J. and Nadine Wohlstadter(2)......... 4,214,562 27.17%
c/o IGEN International, Inc.
16020 Industrial Drive
Gaithersburg, MD 20877
Richard J. Massey, Ph.D. (3)..... 1,174,500 7.66%
c/o IGEN International, Inc.
16020 Industrial Drive
Gaithersburg, MD 20877
Four Partners (4)...... 1,288,200 8.57%
c/o Thomas J. Tisch
667 Madison Ave.
New York, NY 10021
Edward B. Lurier (5)........................ 436,791 2.91%
George V. Migausky (6)...................... 152,875 1.01%
Herman H. Spolders, Ph.D. (7)............... 52,250 *
Robert Connelly (8)......................... 27,000 *
William J. O'Neill (9)...................... 38,000 *
Robert R. Salsmans (10)..................... 4,000 *
All directors and executive officers as a
group (10 persons)(11)...................... 6,115,728 38.7%
</TABLE>
- ------------------------
* Less than 1%
(1) This table is based upon information supplied by officers, directors and
principal stockholders. Unless otherwise indicated in the notes to this
table and subject to the community property laws where applicable, each of
the stockholders named in this table has sole voting and investment power
with respect to the shares shown as beneficially owned by him. Percentage of
beneficial ownership is based on 15,026,917 shares of Common Stock
outstanding as of July 18, 1997, adjusted as required by rules promulgated
by the Securities and Exchange Commission.
8
<PAGE>
(2) Includes 3,728,937 shares held by Mr. Wohlstadter and his wife and does not
include 128,100 shares held by Mr. Wohlstadter's adult children. Also
includes 485,625 shares issuable upon exercise of options held by Mr.
Wohlstadter that are currently exercisable or exercisable within sixty days.
Does not include 96,875 shares issuable upon exercise of options held by Mr.
Wohlstadter that are subject to certain vesting conditions expiring ratably
through May 2001.
(3) Includes 297,500 shares issuable upon exercise of options held by Mr. Massey
that are currently exercisable or exercisable within sixty days. Does not
include 77,500 shares issuable upon exercise of options held by Dr. Massey
that are subject to certain vesting conditions expiring ratably through May
2001.
(4) Based on information contained in the Schedule 13D filed with the Securities
and Exchange Commission on January 8, 1997.
(5) Includes 6,500 shares issuable upon exercise of options held by Mr. Lurier
that are currently exercisable or exercisable within sixty days. Also
includes 418,091 shares held by Gryphon Ventures I, L.P. ("Gryphon
Ventures"). Mr. Lurier is a general partner of Gryphon Ventures and may be
deemed to own beneficially all of its shares. Does not include 3,500 shares
issuable upon exercise of options held by Mr. Lurier that are subject to
certain vesting conditions expiring ratably through April 1999.
(6) Includes 16,800 shares held by Mr. Migausky's minor children and 100,575
shares issuable upon exercise of options held by Mr. Migausky that are
currently exercisable or exercisable within sixty days. Does not include
47,125 shares issuable upon exercise of options held by Mr. Migausky that
are subject to certain vesting conditions expiring ratably through May 2001.
(7) Includes 52,250 shares issuable upon exercise of options held by Dr.
Spolders that are currently exercisable or exercisable within sixty days.
Does not include 20,250 shares issuable upon exercise of options held by Dr.
Spolders that are subject to certain vesting conditions expiring ratably
through May 2001.
(8) Includes 27,000 shares issuable upon exercise of options held by Mr.
Connelly that are currently exercisable or exercisable within sixty days.
Does not include 33,000 shares issuable upon exercise of options held by Mr.
Connelly that are subject to certain vesting conditions expiring ratably
through May 2001.
(9) Includes 6,500 shares issuable upon exercise of options held by Mr. O'Neill
that are currently exercisable or exercisable within sixty days. Does not
include 3,500 shares issuable upon exercise of options held by Dr. O'Neill
that are subject to certain vesting conditions expiring ratably through
April 1999.
(10) Includes 4,000 shares issuable upon exercise of options held by Mr.
Salsmans that are currently exercisable or exercisable within sixty days.
Does not include 6,000 shares issuable upon exercise of options held by Mr.
Salsmans that are subject to certain vesting conditions expiring ratably
through August 2000. Also excludes 346,135 shares held of record by Organon
Teknika B.V. of which Mr. Salsmans disclaims beneficial ownership.
9
<PAGE>
(11) Includes 995,700 shares issuable upon exercise of options that are
currently exercisable or exercisable within sixty days. See also Notes (2),
(3) and (5) through (10).
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 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 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
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Mr. Williams, a former officer of the Company, filed a Form 4
(statement of Changes in Beneficial Ownership) late to report his exercise of
stock options and his wife's disposition of shares in 1996.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's Bylaws provide that the Company will indemnify its directors
and its officers, to the fullest extent permitted by Delaware law. The Company
is also empowered under its Bylaws to enter into indemnification contracts with
its directors and officers and to purchase insurance on behalf of any person
whom it is required or permitted to indemnify. Pursuant to these provisions, the
Company has entered into indemnity agreements with each of its directors and
executive officers and has obtained director and officer liability insurance in
the amount of $5,000,000.
In addition, the Company's Certificate of Incorporation provides that the
Company's directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty of care as a director, except liability for (i) any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) any transaction from which a director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article to authorize corporate action
further eliminating or limiting personal liability of directors, then the
liability of a director shall be eliminated or limited to the fullest extent
permitted by the Delaware law.
The Company has entered into a long-term license agreement and stock
purchase agreement with Organon Teknika in May 1993. Robert Salsmans, the
current President and Chief Executive Officer of Organon Teknika, is one of the
Company's directors. During fiscal 1997, the Company recorded product sales of
approximately $1.4 million with respect to Organon Teknika.
During fiscal year 1995 the Company entered into agreements to develop
and commercialize biomedical products utilizing advanced materials and a
supply agreement with Hyperion Catalysis International ("Hyperion"). Messrs.
Lurier, Massey and Wohlstadter are affiliated with Hyperion. During fiscal
1996, the Company entered into a research and supply agreement under which
the Company prepaid $500,000 to Hyperion to ensure itself of sufficient
supplies of graphite fibrils.
10
<PAGE>
Pro-Virus, Inc. ("Pro-Virus"), Proteinix Corporation ("Proteinix"), and
Pro-Neuron, Inc. ("Pro-Neuron") have a shared facilities arrangement and have
shared certain equipment and administrative services with the Company since
1994, 1992 and 1986, respectively. Pro-Virus, Proteinix and Pro-Neuron
reimburse the Company for their relative share of the services received. In
June 1995, the Company entered into a research and development agreement with
Proteinix pursuant to which the Company has paid the contractual amount of
$950,000 under the agreement. Mr. Wohlstadter is the principal stockholder
and Chief Executive Officer of Pro-Virus, Proteinix and Pro-Neuron.
During November 1995, the Company formed a Joint Venture for the
development and commercialization of advanced diagnostic products utilizing a
proprietary combination of multi-array technology together with the Company's
ORIGEN technology. Products based on these technologies would be used for
high throughput, multiparameter analysis for DNA sequencing. clinical
chemistry and immunodiagnostics. The joint venture is named Meso Scale
Diagnostics, LLC ("MSD"), and was formed together with Meso Scale
Technologies, LLC ("MST"), a company based in Maryland. The Company has
agreed to provide initial capital contributions to MSD of $5 million over
time, in exchange for its ownership interest and to fund the organizational
and certain ongoing (non-research) operating expenses of MSD. The Company
will also participate in a collaborative research program. MST is a
technology-based company established and operated by Jacob Wohlstadter, the
son of Samuel J. Wohlstadter, the Chief Executive Officer of the Company.
Nadine Wohlstadter, a member of MST, is the spouse of Samuel J. Wohlstadter.
Over the forty month period beginning on June 1, 1996, Jacob Wohlstadter will
receive an aggregate of approximately $420,000 from his employment at MSD and
will receive $115,000 for each year he is employed at MSD thereafter. The
Company has agreed to indemnify Jacob Wohlstadter against liability from the
joint venture.
The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. All future transactions, including loans, between
the Company and its officers, directors and principal stockholders and their
affiliates will be approved by a majority of the Board of Directors, including a
majority of the independent and disinterested outside directors on the Board of
Directors, and will be on terms no less favorable to the Company than could be
obtained from unaffiliated third parties.
Furthermore, the Company adopted in April 1988 a policy on conflicts of
interest requiring the Company's directors, officers and Scientific Advisory
Board members to provide detailed disclosure of any outside activities or
interest that might potentially conflict or appear to conflict with the
Company's best interests. The Company also adopted a policy on related party
transactions in January 1990 requiring review and approval by the Board of
Directors of transactions involving, among others, the Company's management,
principal stockholders or parties controlled by them when the value of the
transaction equals or exceeds $50,000 or its duration exceeds three months.
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 on Form
10-K/A to be signed on its behalf by the undersigned thereunto duly
authorized.
IGEN INTERNATIONAL, INC.
BY: /S/ SAMUEL J. WOHLSTADTER
----------------------------
CHIEF EXECUTIVE OFFICER
DATED: JULY 29, 1997
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.
SIGNATURE TITLE DATE
/s/ SAMUEL J. WOHLSTADTER Chief Executive Officer July 29, 1997
- ------------------------------ (Principal Executive
Samuel J. Wohlstadter Officer); Director
/s/ GEORGE V. MIGAUSKY Vice President July 29, 1997
- ------------------------------ and Chief Financial Officer
George V. Migausky (Principal Financing and
Accounting Officer)
/s/ RICHARD J. MASSEY President, Chief Operating July 29, 1997
- ------------------------------ Officer; Director
Richard J. Massey
/s/ EDWARD LURIER Director July 29, 1997
- ------------------------------
Edward Lurier
/s/ WILLIAM O'NEILL Director July 29, 1997
- ------------------------------
William O'Neill
/s/ ROBERT SALSMANS Director July 29, 1997
- ------------------------------
Robert Salsmans
By:/s/ SAMUEL J. WOHLSTADTER
---------------------------
Samuel J. Wohlstadter
Attorney-in-Fact
12
