UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number: 0-25544
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Miravant Medical Technologies
336 Bollay Drive, Santa Barbara, California 93117
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Miravant
Medical Technologies as Plan Administrator has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized.
Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
By: /s/ John M. Philpott
--------------------------
John M. Philpott
Chief Financial Officer
Dated: June 26, 2000
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Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
Financial Statements:
Report of Independent Auditors..................................................................................3
Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998................................4
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and 1998.......5
Notes to Financial Statements...................................................................................6
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year............................10
Schedule H, Line 4j - Schedule of Reportable Transactions.......................................................11
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Report of Independent Auditors
Plan Administrator
Miravant Medical Technologies
401(k)-Employee Stock Ownership Plan
We have audited the accompanying statements of net assets available for benefits
of the Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan as of
December 31, 1999 and 1998 and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Miravant
Medical Technologies 401(k)-Employee Stock Ownership Plan at December 31, 1999
and 1998, and the changes in its net assets available for benefits for the years
then ended, in conformity with accounting principles generally accepted in the
United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at end of year as of December 31, 1999 and
reportable transactions for the year then ended, are presented for purposes of
additional analysis and are not a required part of the financial statements but
are supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Woodland Hills, CA
June 20, 2000
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Miravant Medical Technologies
401(k)-Employee Stock Ownership Plan
Statements of Net Assets Available for Benefits
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December 31,
1999 1998
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Assets:
Employer contribution receivable.......................................... $ 4,950 $ 23,500
Participant contribution receivable....................................... 3,120 3,660
Investments, at fair value:
Short-term investments.................................................... 190 1,450
Miravant Medical Technologies common stock................................ 167,960 71,840
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Total assets................................................................. 176,220 100,450
Liabilities:
Unsettled trade........................................................... -- 1,360
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Total liabilities............................................................ -- 1,360
Net assets available for benefits............................................ $ 176,220 $ 99,090
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See accompanying notes.
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Miravant Medical Technologies
401(k)-Employee Stock Ownership Plan
Statements of Changes in Net Assets Available for Benefits
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Year Ended December 31,
1999 1998
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Additions to net assets attributed to:
Participant contributions....................................................... $ 67,820 $ 70,470
Employer matching contributions................................................. 34,030 35,060
Investment income (loss):
Interest income............................................................... 30 30
Net realized and unrealized depreciation in fair value of common stock
investments.................................................................. (9,450) (37,510)
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Total additions................................................................... 92,430 68,050
Deductions to net assets attributed to:
Benefit payments to participants............................................... 15,140 6,630
Administrative expenses........................................................ 160 120
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Total deductions.................................................................. 15,300 6,750
Net increase...................................................................... 77,130 61,300
Net assets available for benefits:
Beginning of the year.......................................................... 99,090 37,790
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End of the year................................................................ $ 176,220 $ 99,090
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See accompanying notes.
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Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
Notes to Financial Statements
December 31, 1999
1. Plan Description
The Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan (the
"Plan") was established to assist eligible employees of Miravant Medical
Technologies (the "Company") to acquire and accumulate shares of common
stock of the Company through payroll deductions. The following plan
description provides only summary information; reference should be made to
the Plan document for more complete information.
Substantially all employees of the Company having at least three months of
employment with the Company (as defined in the Plan document) are eligible
to participate in the Plan. The Plan provides that participants may elect
to contribute from 1% to 6% of their compensation up to the maximum limits
permitted by the Internal Revenue Code (the "Code"). The Code also places
limits on the total amount which can be added to any employee's accounts
for a given year which apply in aggregate to all retirement plans sponsored
by the Company.
Under the provisions of the Plan, participant contributions are invested by
the trustee in the Company's common stock no later than the close of the
third business day following the receipt of the participants' contributions
from the Company. Upon receipt of the participant contributions, but prior
to the investment in the Company's common stock, the funds are temporarily
invested by the trustee in short-term investments or U.S. Treasury
obligations.
Participants in the Plan become eligible for a discretionary Company
matching contribution immediately upon enrolling in the Plan. All matching
contributions are invested in the Company's common stock and the matching
contribution percentage for each plan year is determined by the Company's
Board of Directors prior to the start of the Plan year. The Company's
matching contributions are made on a quarterly basis, and may be in the
form of cash, shares of the Company's common stock, any other assets or any
combination thereof. The employer's matching contribution in the form of
common stock is determined by using the closing market price on the last
business day of each quarter. Matching cash contributions are invested by
the trustee in the Company's common stock within three business days of
receipt of the cash contribution. For the years ended December 31, 1999 and
1998, the Board of Directors directed the Company to match half of the
amounts contributed by the participants. The amounts contributed by the
Company during 1999 and 1998 were made in the form of the Company's common
stock and cash.
Participants become fully vested in the portion of the Company's matching
contributions allocated to their accounts if they are employed by the
Company after a designated time period according to the following vesting
schedule:
Years of Service Vested Percentage
---------------- -----------------
Less than 2 years 0%
Two years 10%
Three years 30%
Four years 60%
Five or more years 100%
Additionally, participants become fully vested in the portion of the
Company's matching contributions allocated to their accounts if they are
employed by the Company immediately prior to retirement (on or after the
age of 59 1/2), permanent disability or death.
If a participant leaves the Company prior to retirement, the portion of his
or her matching account which is not vested will be forfeited. Forfeitures
are divided among the accounts of the remaining participants in accordance
with specific conditions defined in the Plan. The Plan also contains a
rehire and reinstatement provision, for which the terms and conditions are
defined in the Plan. The forfeitures reallocated for the years ended
December 31, 1999 and 1998 were $4,046 and $3,702, respectively.
Common stock, plus cash for any partial share credited to a participant's
account, will be generally distributed to the participant (or the
participant's designated beneficiary or estate) in full, within certain
limitations and restrictions as provided in the Plan document, no later
than 60 days after the end of the Plan year during which a participant
becomes eligible for a distribution due to permanent disability, death,
retirement or termination of employment. Prior to termination of
employment, shares can be distributed to a participant upon attaining age
59 1/2 while still an employee or for emergencies at the discretion of the
Plan Administrator, as provided in the Plan document.
The Plan's assets, which consist principally of the Company's common stock,
are held in safekeeping for custodial purposes by an independent trustee.
Contributions are managed by the trustee, which invests cash received and
interest, and makes distributions to participants. Certain administrative
functions are performed by officers or employees of the Company. No such
officer or employee receives compensation from the Plan.
The Company currently expects to continue the Plan indefinitely and to
continue to make contributions under the Plan. However, there is no
contractual commitment requiring the Company to continue to make these
contributions to the Plan. The Company's Board of Directors has the right
to alter or terminate the Plan at any time and for any reason, subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). In the event of Plan termination, participants will become 100
percent vested in their accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and the accompanying notes. Actual results could differ from those
estimates and such differences may be material to the financial statements.
Participant Contributions
Contributions are recorded when the Company makes payroll deductions from
the Plan participants.
Participant Withdrawals
Participant withdrawals and payments made to terminated participants are
recorded on the date distributions are made.
Stock Purchases
Stock purchases are made by the Plan's trustee by the close of the third
business day following receipt of the participant or cash matching
contributions from the Company.
Investment Valuation
The Plan's investments are stated at fair value. The closing market share
price as of December 31 is used to value shares of the Company's common
stock.
Plan Expenses
Substantially all of the plan expenses are paid for by the Company.
3. Income Tax Status
The Plan received a determination letter from the Internal Revenue Service
dated September 15, 1999, stating that the Plan is qualified, in form,
under Section 401(a) of the Code and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan
qualifies and the related trust is tax exempt. Subsequent amendments have
been structured to, and are intended to, maintain the Plan's tax qualified
status.
4. Administrative Expenses
Certain administrative functions are performed by officers or employees of
the Company. No officer or employee receives compensation from the Plan.
Substantially all expenses associated with the establishment, operation and
administration of the Plan are paid by the Company.
5. Party-In-Interest Transactions
The Company and the trustee are parties-in-interest with respect to the
Plan under the provisions of ERISA. The records of the Plan indicate no
party-in-interest transactions which are prohibited by ERISA Section 406
and for which no statutory or administrative exemption exists.
6. Differences Between Financial Statements and Form 5500
Amounts allocated to withdrawn participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to year end but not yet paid. As such, benefits paid per the financial
statements differ from benefits paid per the Form 5500 by $3,930 and $4,170
for the years ended December 31, 1999 and 1998, respectively, due to the
amounts allocated to withdrawn participants. Additionally, the Form 5500
does not reflect amounts contributed to the Plan by participants for the
final pay period of 1999. As such, the financial statements differ from
participant contributions per the Form 5500 as of December 31, 1999 and for
the year then ended by $1,465. There was no such difference for the Plan
year ended December 31, 1998.
7. Subsequent Event
In January 2000, the Board of Directors approved an increase to the
Company's matching percentage from 50 percent to 100 percent effective
January 1, 2000.
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Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year*
December 31, 1999
Identity of Issue Description of Asset Cost Current Value
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Miravant Medical Technologies Common
Stock** 18,035 shares $ 215,800 $ 167,960
Sanwa Bank** Short-term investments $ 190 $ 190
* Under ERISA, an asset held for investment purposes is any asset held by the
Plan on the last day of the Plan's fiscal year or acquired at any time
during the Plan's fiscal year and disposed of at any time before the last
day of the Plan's fiscal year, with certain exceptions.
** Party-In-Interest
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Miravant Medical Technologies 401(k)-Employee Stock Ownership Plan
Schedule H, Line 4j - Schedule of Reportable Transactions*
Year Ended December 31, 1999
Current Value of
Identity of Party Purchase Selling Cost of Asset on Net Gain/(Loss)
Involved Description of Asset Price Price Asset Transaction Date
------------------------ ---------------------------- -------------- ----------- ----------- ------------------ --------------
Miravant Medical
Technologies** Common Stock
$70,210 -- $ 70,210 $ 70,210 --
-- $ 1,610 $ 2,040 $ 1,610 ($ 430)
Sanwa Bank** Short-term investments
$72,080 -- $ 72,080 $ 72,080 --
-- $ 73,320 $ 73,320 $ 73,320 --
* Transactions in excess of five percent of the current value of the Plan's
assets as of January 1, 1999 as defined in Section 2520.103-6 of the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under ERISA.
** Party-In-Interest
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INDEX TO EXHIBITS
Exhibit Incorporating Reference
Number Description (If Applicable)
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23.1 Consent of Independent Auditors
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