UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1997
Commission file number 0-23280
NEUROBIOLOGICAL TECHNOLOGIES, INC.
(Name of small business issuer as specified in its charter)
Delaware 94-3049219
(State of incorporation) (IRS Employer Identification No.)
1387 Marina Way South, Richmond, California 94804
(Address of principal executive offices)
(510) 215-8000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock $.001 Par Value
(Title of class)
Check 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 ___
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation SB contained herein, and no disclosure will be contained, to the best
of the Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]
Registrants revenues for its most recent fiscal year were $407,307.
As of August 29, 1997, the Registrant had 6,540,314 shares of Common Stock,
$.001 par value, outstanding, and the aggregate market value of the shares held
by non-affiliates on that date was $22,073,560 based upon the last sale price of
the Issuers Common Stock reported on the Nasdaq National Market.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10 through 12 of Part III incorporate by reference information from the
Registrants Proxy Statement for the Annual Meeting of Shareholders to be held on
November 4, 1997.
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ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
Name Position
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Paul E. Freiman President and CEO and Director
Ronald Goldblum, M.D. Vice President, Medical Affairs
Jian L. Johnson Vice President, Regulatory Affairs
Shawn K. Johnson Director of Finance
Behzad Khosrovi, Ph.D. Vice President, Pharmaceuticals Development
Calvert Yee Vice President, Operations and Administration
Abraham E. Cohen Chairman of the Board of Directors
Enoch Callaway Director
Theodore L. Eliot, Jr. Director
Abraham D. Sofaer Director
John B. Stuppin Director
PAUL E. FREIMAN, age 63, joined the Company as a director in April 1997, and was
elected President and Chief Executive Officer in May 1997. He is the former
chairman and chief executive officer of Syntex Corporation, where he had a long
and successful career and was instrumental in the sale of Syntex to Roche
Holdings for $5.3 billion. He is credited with much of the marketing success of
Syntexs lead product Naprosyn(R) and was responsible for moving the product to
over-the-counter status, marketed by Procter & Gamble as Aleve(R). Mr. Freiman
is currently serving on the board of Digital Gene Technologies, Inc., a private
genomics company, and serves on the boards of Penwest Corp., LifeScience
Economics, Inc., and several other biotechnology companies. He has been chairman
of the Pharmaceutical Manufacturers Association of America (PhARMA) and has also
chaired a number of key PhARMA committees. Mr. Freiman is also an advisor to
Burrill & Co., a San Francisco merchant bank.
RONALD GOLDBLUM, M.D., age 54, has been Vice President, Medical Affairs since he
joined the Company in January 1995. Before joining NTI, Dr. Goldblum was
Director of Clinical Investigation at Syntex Laboratories where he supervised
all Phase IIIB and Phase IV studies. Before joining Syntex Laboratories, he held
various managerial positions as department head and department director at
Syntex Research. Prior to joining Syntex, Dr. Goldblum practiced for twelve
years as a rheumatologist in both hospital and private settings. Dr. Goldblum
holds A.B. and M.D. degrees from Case Western Reserve University.
JIAN L. JOHNSON, age 60, joined the Company in October 1992 as Director of
Clinical and Regulatory Affairs. In August 1995, Ms. Johnson was promoted to
Vice President, Regulatory Affairs. Prior to joining NTI, she spent twenty years
with the Upjohn Company. Three of those years were spent in the area of drug
discovery followed by positions of increasing responsibility in clinical
research and drug registration. Ms. Johnson has extensive experience in drug
development strategy, design of clinical protocols, management of clinical
trials, and preparation of regulatory submissions, including INDs and NDAs. Ms.
Johnson holds a B.S. degree from National Taiwan University and a M.S. degree
from the University of Minnesota.
SHAWN K. JOHNSON, age 30, joined the Company in July 1995 as Controller and was
promoted to Director of Finance in January 1996. Prior to joining NTI, Mr.
Johnson was a financial consultant from August 1992 until June 1995. From August
1989 to August 1992, Mr. Johnson was employed with Cognitive Systems, Inc., a
software company, where he held various
<PAGE>
accounting positions, including Controller from April 1990 to August 1992. He
holds a B.A. degree from the College of Wooster, a B.S. degree from City
University, and a M.B.A. degree from the University of California at Berkeley.
Mr. Johnson has announced his intention to resign as Director of Finance.
BEHZAD KHOSROVI, Ph.D., age 53, has been Vice President, Pharmaceuticals
Development since he joined the Company in January 1992. From July 1990 to
December 1991, Dr. Khosrovi was a consultant to the pharmaceutical industry.
Prior to July 1990, Dr. Khosrovi was employed 14 years with Cetus Corporation
("Cetus"), where he held various senior management positions, including Vice
President, Development from 1985 until June 1990. At Cetus, Dr. Khosrovi was
responsible for developing and managing Cetus' capability in manufacturing
sciences. His responsibilities included process development, formulation design,
product characterization and manufacture of products for clinical trials. Dr.
Khosrovi holds an M.A. degree in Natural Sciences from the University of
Cambridge in England and M.Sc. and Ph.D. degrees in Applied Microbiology from
the University of Manchester's Institute of Science and Technology.
CALVERT YEE, age 45, has been Vice President, Operations and Administration of
the Company since February 1991. Prior to joining NTI, Mr. Yee was employed for
15 years with Cetus Corporation, where he held both research and management
positions, serving as Senior Director, Research and Development Administration
and Operations from 1987 until September 1990. Mr. Yee holds a A.B. degree in
bacteriology and a M.B.A. degree from the University of California at Berkeley.
ABRAHAM E. COHEN, age 61, has been a director of the Company since March 1993
and has been Chairman of the Board of Directors since August 1993. From 1982 to
1992, Mr. Cohen served as Senior Vice President of Merck & Co. ("Merck") and
from 1977 to 1988 as President of the Merck Sharp & Dohme International Division
("MSDI"). While at Merck, he played a key role in the development of Merck's
international business, initially in Asia, then in Europe and, subsequently, as
President of MSDI, which manufactures and markets human health products outside
the United States. Since his retirement from Merck and MSDI in January 1992, Mr.
Cohen has been active as an international business consultant. He is a director
of six public companies: Agouron Pharmaceuticals, Inc., Akzo Nobel N.V., Smith
Barney, Teva Pharmaceutical Industries, Ltd., Vion Pharmaceuticals, Inc. and
Vasomedical, Inc.
ENOCH CALLAWAY, M.D., age 73, is a founder of the Company and has served as a
director of the Company since September 1987. Dr. Callaway previously served as
Chairman of the Board of Directors of the Company from September 1987 to
November 1990, as Co-Chairman of the Board from November 1990 until August 1993,
as Vice President from September 1988 until August 1993 and as Secretary from
September 1988 until September 1991. Dr. Callaway has been Emeritus Professor of
Psychiatry at the University of California, San Francisco since 1986, where he
also served as Director of Research at the Langley Porter Psychiatric Institute
from 1959 to 1988. He holds A.B. and M.D. degrees from Columbia University.
THEODORE L. ELIOT, Jr., age 69, served as a director of the Company from
September 1988 until April 1992 and as a Vice President from September 1988
until September 1991. He subsequently has served as a director of the Company
since August 1992. Mr. Eliot retired from the United States Department of State
in 1978 with the rank of Ambassador. He served as the Dean of the Fletcher
School of Law and Diplomacy from 1979 to 1985 and as Secretary General for the
United States of the Bilderberg Meetings from 1981 to October 1993. Mr. Eliot is
a director of two other publicly held companies, Raytheon Company, Inc. and
Fiberstars, Inc. Mr. Eliot holds B.A. and M.P.A. degrees from Harvard
University.
<PAGE>
ABRAHAM D. SOFAER, age 59, has served as a director of the Company since April
1997. Mr. Sofaer is the first George P. Shultz Distinguished Scholar & Senior
Fellow at the Hoover Institution, Stanford University, appointed in 1994. From
1990 to 1994, Mr. Sofaer was a partner at the legal firm of Hughes, Hubbard and
Reed in Washington, D.C., where he represented several major U.S. public
companies. From 1985 to 1990, he served as the Legal Adviser to the United
States Department of State, where he was principal negotiator on several key
international disputes. From 1979 to 1985, he served as Federal Judge for the
Southern District of New York. Mr. Sofaer is registered as a qualified
arbitrator with the American Arbitration Association and is a member of the
National Panel of the Center for Public Resolution of Disputes (CPR), the
leading organization in the area of resolution of disputes outside litigation.
He has mediated or is now mediating merger-acquisition arbitrations, commercial
cases involving valuation of commercial technology, and major securities class
action suits. Mr. Sofaer is on the International Advisory Board of Chugai
Biopharmaceuticals, Inc. and is a director of Inventech, Inc. Mr. Sofaer holds a
B.A. degree from Yeshiva College and a L.L.B. from New York University.
JOHN B. STUPPIN, age 64, is a founder of the Company and has been a director of
the Company since September 1988 and was Treasurer from April 1991 to December
1993. From September 1987 until October 1990, Mr. Stuppin served as President of
the Company, from November 1990 to August 1993, as Co-Chairman of the Board of
Directors and, from October 1990 until September 1991, as Executive Vice
President. He also served as the acting Chief Financial Officer of the Company
from the Company's inception through December 1993. Mr. Suppin is an investment
banker and a venture capitalist. He has over 25 years experience in the start up
and management of companies active in emerging technologies and has been the
president of a manufacturing company. He is a director of Fiberstars, Inc. Mr.
Stuppin holds a A.B. degree from Columbia College.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Financial Statements
The following are incorporated herein by reference to the financial
statements included under Part II:
Report of Ernst & Young LLP, Independent Auditors
Balance Sheets at June 30, 1997 and 1996
Statements of Operations for each of the three years in the period ended
June 30, 1997 and for the period from August 27, 1987 (inception) through
June 30, 1997
Statement of Stockholders' Equity for each of the three years in the period
ended June 30, 1997 and for the period from August 27, 1987 (inception)
through June 30, 1997
Statement of Cash Flows for each of the three years in the period ended
June 30, 1997 and for the period for August 27, 1987 (inception) through
June 30, 1997
Notes to Financial Statements
(b) Reports on Form 8-K
None.
(c) Exhibits
The following exhibits are incorporated by reference or filed as part of this
report.
Exhibit
Number Description
3.5* Restated Certificate of Incorporation of Registrant.
3.2* Bylaws of Registrant.
4.1* Form of Common Stock Certificate.
4.2* Form of Warrant issued to Van Kasper & Co.
4.3* Form of Warrant issued to Van Kasper & Co. and Gerard Klauer
Mattison & Co., LLC.
10.2* 1993 Stock Plan of Neurobiological Technologies, Inc.***
10.4* Form of Indemnity Agreement between the Registrant and its
directors and officers.***
10.5* Series B Preferred Stock Purchase and Exchange Agreement dated
as of December 6, 1993.
10.6* License Agreement between the Registrant and Research
Corporation Technologies, Inc. dated May 30, 1990.**
10.7* License Agreement among the Registrant, Dynorphin Partnership,
Nancy M. Lee and Horace C. Loh dated April 1, 1989, as
amended.**
10.8* License Agreement between the Registrant and Immuno-Dynorphin
Partnership dated October 1, 1990.**
10.9* License Agreement between the Registrant and des-Tyr Dynorphin
Partnership dated December 20, 1992.**
10.10* License Agreement between the Registrant and DUZ Partnership
dated December 20, 1992.**
<PAGE>
10.11* License Agreement between the Registrant and The Salk
Institute for Biological Studies dated March 31, 1989, as
amended.**
10.12* License Agreement between the Registrant and the Regents of
the University of California dated June 13, 1990, as
amended.**
10.13* Option Agreement between the Registrant and the Regents of the
University of California dated December 1, 1992.**
10.14* Lease dated August 22, 1994 between Registrant and Marina
Westshore Partners, a California limited partnership.
10.15* License Agreement between the Registrant and Children's
Hospital effective September 11, 1995, as amended on March 11,
1996.
10.16**** Amended and Restated Neurobiological Technologies, Inc.
Employee Stock Purchase Plan. ***
23.1 Consent of Ernst & Young LLP, independent auditors.
24.1* Power of Attorney.
27* Financial Data Schedule for the period ended June 30, 1997.
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*Previously filed as an exhibit to Issuer's Registration Statement on Form SB-2
(Registration No. 33-74118-LA) and incorporated herein by reference.
**Confidential treatment has been granted with respect to certain portions of
these agreements.
***This exhibit is a management contract or compensatory plan or arrangement.
****Previously filed as an exhibit to Issuers Registration Statement on Form S-8
(Registration Number 333-18519) and incorporated herein by reference.
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorportation by reference in the Registration Statements
(Form S-8) pertaining to the 1993 Stock Plan (Nos. 33-75390 and 33-87420) and
the Employee Stock Purchase Plan (Nos. 33-75392 and 333-18519), and in the
related Prospectuses, of Neurobiological Technologies, Inc. of our report dated
July 25, 1997, with respect to the financial statements of Neurobiological
Technologies, Inc. included in this annual report (Form 10-KSB) for the year
ended June 30, 1997.
ERNST & YOUNG LLP
San Francisco, California
October 2, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following person on behalf of the Registrant and in
the capacities and on the dates indicated.
Dated: October 2, 1997 /s/ Paul E. Freiman
Neurobiological Technologies, Inc. President, Chief Executive Officer
