<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period ended September 30, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 000-21141
PHARMAPRINT INC. (formerly ABT GLOBAL PHARMACEUTICAL CORP.)
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(Exact name of registrant as specified in its charter)
California 33-0640125
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(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5 Park Place, Suite 770, Irvine, California 92614
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (714) 224-2555
----------------
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 / / No /X/ - Registrant has not been subject to such filing
requirements for the past 90 days.
There were 11,000,000 issued and outstanding shares of the registrant's common
stock, without par value, at November 6, 1996.
<PAGE>
PHARMAPRINT INC.
INDEX
Page
----
Facing Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheet as of September 30, 1996. . . . . . . . . . . . 3
Statements of Operations for the three months ended
September 30, 1995 and 1996, for the six months ended
September 30, 1995 and 1996, and for the period from
inception (September 15, 1994) through September 30, 1996 . . 4
Statements of Cash Flows for the six months ended
September 30, 1995 and 1996, and for the period from
inception (September 15, 1994) through September 30, 1996 . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . 6
Item 2. Plan of Operation . . . . . . . . . . . . . . . . . . . . . .10
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .11
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
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<PAGE>
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
PHARMAPRINT INC.
(A development stage company)
BALANCE SHEET - SEPTEMBER 30, 1996
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents . . . . . . . . . $ 11,838,546
Prepaid research services . . . . . . . . . 88,333
Other . . . . . . . . . . . . . . . . . . . 17,070
-------------
Total current assets . . . . . . . . . 11,943,949
OTHER ASSETS, net of accumulated depreciation and
amortization of $6,648 . . . . . . . . . . . 105,320
-------------
Total assets . . . . . . . . . . . . . $ 12,049,269
-------------
-------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrual due to the University of Southern
California . . . . . . . . . . . . . . . . . $ 282,000
Accrued consulting fees . . . . . . . . . . 247,500
Other accrued expenses . . . . . . . . . . . 212,848
-------------
Total current liabilities . . . . . . 742,348
-------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $.001 par value - 1,000,000
shares authorized, no shares issued or
outstanding . . . . . . . . . . . . . . . . ----
Common stock, without par value - 19,000,000
shares authorized, 11,000,000 shares issued
and outstanding . . . . . . . . . . . . . . 23,261,607
Additional paid-in capital . . . . . . . . 207,500
Deferred compensation . . . . . . . . . . . (3,315,400)
Stock subscription receivable . . . . . . . (6,600)
Deficit accumulated during the development
stage . . . . . . . . . . . . . . . . . . . (8,840,186)
-------------
Total shareholders' equity . . . . . . 11,306,921
-------------
Total liabilities and shareholders'
equity . . . . . . . . . . . . . . . . $ 12,049,269
-------------
-------------
The accompanying notes are an integral part of this balance sheet.
-3-
<PAGE>
PHARMAPRINT INC
(A development stage company
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS (SEPTEMBER 15,
ENDED ENDED ENDED ENDED 1994) THROUGH
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1995 1996 1995 1996 1996
---------------- ------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
REVENUES . . . . . . . . . . . . $ - $ - $ - $ - $ -
EXPENSES:
Research and development . 109,104 401,365 153,872 786,495 1,551,829
General and administrative 33,800 795,831 86,607 1,227,160 1,881,941
Noncash compensation
resulting from issuance
of stock - 3,000,000 - 4,585,000 4,888,750
---------------- ------------- -------------- -------------- ---------------
142,904 4,197,196 240,479 6,598,655 8,322,520
---------------- ------------- -------------- -------------- ---------------
LOSS FROM OPERATIONS . . . . . . (142,904) (4,197,196) (240,479) (6,598,655) (8,322,520)
OTHER EXPENSE . . . . . . . . . . (23,082) (324,276) (73,013) (413,337) (517,666)
---------------- ------------- -------------- -------------- ---------------
Net loss . . . . . . . . . . $ (165,986) $(4,521,472) $ (313,492) $(7,011,992) $(8,840,186)
---------------- ------------- -------------- -------------- ---------------
---------------- ------------- -------------- -------------- ---------------
LOSS PER SHARE . . . . . . . . . $ (.02) $ (.46) $ (.04) $ (.79) $ (1.06)
---------------- ------------- -------------- -------------- ---------------
---------------- ------------- -------------- -------------- ---------------
WEIGHTED AVERAGE SHARES
AND EQUIVALENT SHARES
OUTSTANDING . . . . . . . . . . 8,074,030 9,925,694 8,074,030 8,893,702 8,323,323
---------------- ------------- -------------- -------------- ---------------
---------------- ------------- -------------- -------------- ---------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
PHARMAPRINT INC.
(A development stage company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION
SIX MONTHS SIX MONTHS (SEPTEMBER 15, 1994)
ENDED ENDED THROUGH
SEPTEMBER 30, 1995 SEPTEMBER 30, 1996 SEPTEMBER 30, 1996
------------------ ------------------ ----------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . $ (313,492) $ (7,011,992) $ (8,840,186)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization of discount on notes
payable . . . . . . . . . . . . . . . - 31,250 31,250
Fair value of stock issued for
technology licensing rights . . . . . . - - 315,789
Fair value of stock and options issued
as compensation . . . . . . . . . . . . - 4,585,000 4,888,750
Increase in prepaid research services . (5,000) - (88,333)
Decrease in deferred offering costs . . - 94,203 -
(Increase) decrease in other assets . (23,904) 17,848 (65,480)
Increase in other accrued expenses . . 17,748 149,493 212,848
Increase in accrual due to USC . . . . 96,000 106,000 282,000
Increase in accrued consulting fees . - 189,813 247,500
------------------ ------------------ --------------------
Net cash used in operating activities . . . . . (228,648) (1,838,385) (3,015,862)
------------------ ------------------ --------------------
INVESTING ACTIVITIES:
Purchase of equipment . . . . . . . . . . . - (56,910) (56,910)
FINANCING ACTIVITIES:
Net proceeds from issuance of common stock . - 12,994,101 14,611,318
Proceeds from stock subscription receivable. 150,000 100,000 300,000
Repayment of notes payable . . . . . . . . - (250,000) -
------------------ ------------------ --------------------
Net cash provided by financing activities . 150,000 12,844,101 14,911,318
------------------ ------------------ --------------------
Net increase (decrease) in cash and cash
equivalents . . . . . . . . . . . . . . . (78,648) 10,948,806 11,838,546
CASH and cash equivalents, beginning of
period . . . . . . . . . . . . . . . . . . 130,387 889,740 -
------------------ ------------------ --------------------
CASH and cash equivalents, end of period . $ 51,739 $ 11,838,546 $ 11,838,546
------------------ ------------------ --------------------
------------------ ------------------ --------------------
</TABLE>
NON-CASH INVESTING AND FINANCING ACTIVITIES:
In March of 1995, the Company entered into a license agreement with
the University of Southern California (USC) whereby the Company issued
328,563 shares of common stock valued at $315,789 (based upon third party
transactions) to USC in exchange for certain technology licensing rights as
defined in the agreement (see Note 4).
In March of 1996, the Company issued debt with detachable warrants
to an individual. This resulted in the debt being discounted by $31,250. As
of September 30, 1996, this discount has been fully amortized.
In March and May of 1996, the Company entered into agreements
whereby restricted stock and stock options were issued in exchange for
services. The Company recorded deferred compensation of $3,315,400 in
connection with these transactions. In connection with these transactions
Dr. Tasneem Khwaja, the Company's Chairman, contributed 1,336,978 shares of
Common Stock to the Company as a capital contribution and the Company
canceled options to purchase 1,425,417 shares of Common Stock.
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
PHARMAPRINT INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
September 30, 1996
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements present the
financial position of PharmaPrint Inc. (the Company) as of
September 30, 1996 and the results of operations for the three
month periods ended September 30, 1995 and 1996, the six month
periods ended September 30, 1995 and 1996, and the period from
inception to September 30, 1996. The financial statements do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements as
permitted by the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the
three month period ended September 30, 1996, and the six month
period ended September 30, 1996 are not necessarily indicative of
the results that may be expected for the year ending March 31,
1997.
2. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT RISK FACTORS
The Company develops and intends to manufacture pharmaceutical
versions of natural medicines to be used in the treatment of
various diseases. The Company's technology for standardizing the
manufacture of natural medicines into pharmaceuticals is referred
to as "PharmaPrinting-TM-." The PharmaPrinting-TM- technology is
designed to enable the Company to precisely describe the identity
and quantity of each active component in the natural medicine,
measure each component's bioactivity and effectiveness, and
together with the results of preclinical and clinical trials
provide the information necessary to seek Food & Drug
Administration (FDA) approval for each pharmaceutical version of
the natural medicine. This technology has been developed in the
laboratories of the University of Southern California (USC) School
of Medicine by Dr. Tasneem A. Khwaja, a founder and major
shareholder of the Company. The Company was incorporated in the
state of California on September 15, 1994 under the name ABT Global
Pharmaceutical Corp. Effective October 30, 1996, the Company
changed its name to PharmaPrint Inc.
The Company has a limited operating history with no revenues.
Management's efforts to date have focused primarily in securing
patents and raising capital; as such, the Company is subject to the
risks and uncertainties associated with a new business. The success
of the Company's future operations is dependent, in part, upon the
Company's ability to (i) discover or develop a commercially
feasible technology or product, (ii) obtain approval from the FDA
or equivalent regulatory agencies overseas, (iii) license its
proprietary technology of PharmaPrinting-TM-, (iv) market certain
new drugs and (v) obtain additional capital. The Company's
therapeutic products will be subject to regulation in the United
States by the FDA and by applicable regulatory authorities in
foreign jurisdictions.
The Company intends to seek accelerated approval from the FDA for
its initial pharmaceutical intended to treat HIV patients, T-4GEN,
which accelerated approval is generally available for products
related to the treatment of HIV. However, there can be no
assurance that the Company will ever receive the regulatory
approval required to test or market its proposed products or that
the regulatory authority will review the product within the average
period of time. Further, no assurance can be given that additional
financing will be available when needed or upon terms acceptable to
the Company.
The Company also expects to continue to incur substantial and
increasing operating losses over the next several years. The
amount of net losses and the time required for the Company to reach
profitability are highly uncertain. The Company's future capital
requirements will depend on many factors, including its ability to
license the
-6-
<PAGE>
Company's fingerprinting technology to third parties, patent
costs, the cost of clinical trials, the length of time
required to obtain FDA approval, competing technological and market
developments, changes in existing collaborative relationships,
sales and marketing arrangements, and the costs of establishing
subcontracts for manufacturing.
The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and
classification of assets or the classification of liabilities that
might result from the outcome of this uncertainty.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. USE OF ESTIMATES
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 accompanying notes. Actual results
could differ from those estimates.
b. LOSS PER SHARE
Loss per share is computed based on the weighted average number of
shares outstanding for the period. Common equivalent shares are
excluded from the computation as their effect is antidilutive,
except that, pursuant to the Securities and Exchange Commission
Staff Accounting Bulletins, common and common equivalent shares
(stock options, warrants and preferred stock) issued during the
period commencing 12 months prior to the Company's initial public
offering at prices below the public offering price have been
included in the calculation as if they were outstanding for all
periods presented (using the treasury stock method).
4. AGREEMENTS WITH USC
a. LICENSE AGREEMENT
In March 1995, the Company entered into a license agreement with
USC (the USC License Agreement) which grants the Company an
exclusive, worldwide license to (1) the PharmaPrinting-TM-
technology, (2) use certain therapeutic compounds, and (3) other
related products developed by Dr. Khwaja's laboratory at USC. USC
has also agreed to grant the Company the right to sublicense
certain products and a right of first refusal to obtain a license
for any improvements to certain products developed by USC. The term
of the USC License Agreement began March 1, 1995 and ends on the
later of February 28, 2010 or the expiration of the last issued
patent under the USC License Agreement.
In exchange for the license, the Company agreed to pay USC (1)
royalty payments of 3% of the Company's net sales of pharmaceutical
products developed with the PharmaPrinting-TM- technology, (2)
after the first patent issues, an annual minimum royalty of
$15,000, which shall increase by $5,000 annually for the following
two years and be $25,000 annually thereafter, (3) an annual license
fee of $10,000 payable until a patent issues and (4) 328,563 shares
of the Company's common stock at the time of the exchange. USC and
Dr. Tasneem Khwaja have entered into a Distribution of Royalty
Income Agreement pursuant to which USC has agreed to pay Dr.
Tasneem Khwaja 50% of the net royalties received by USC under the
USC License Agreement. The cost of the USC License Agreement
($315,789) was recorded as research and development expense fiscal
1995.
b. RESEARCH AGREEMENT
The Company and USC have entered into a five year research
agreement (the Research Agreement) which requires USC to perform
certain research, as defined under the Research Agreement, from
March 1, 1995 through February 29, 2000. Payments by the Company
to USC are made in advance semiannually commencing on March 1, 1995
through September 1, 1999. The Company prepays these research and
development costs and amortizes them over six months, the service
period of each payment. For the period from inception to September
30, 1996, for the three months ended September 30, 1996 and the six
months ended September 30, 1996, total expenses incurred relative
to the Research Agreement were $323,667 and $88,333 and $106,000,
respectively. Future payments due to USC under the Research
Agreement as of September 30, 1996 are as follows:
-7-
<PAGE>
FISCAL YEAR ENDED MARCH 31,
---------------------------
1997. . . . . . . . . . . . . . . . $112,360
1998. . . . . . . . . . . . . . . . 231,462
1999. . . . . . . . . . . . . . . . 245,350
2000. . . . . . . . . . . . . . . . 126,248
--------
$715,420
--------
--------
5. SHAREHOLDER'S EQUITY
On August 19, 1996, the Company completed an initial public
offering of 3,000,000 shares of its common stock, raising net
proceeds of approximately $13 million.
In addition, in accordance with the terms of a service agreement,
624,270 shares of restricted stock, which were previously issued to
a consultant, vested upon the successful completion of the initial
public offering. As a result, the Company recorded compensation
expenses of approximately $3 million related to the vesting of this
stock.
6. INCOME TAXES
No provision for federal and state income taxes has been recorded
as the Company incurred net operating losses through September 30,
1996. At September 30, 1996, the Company has net operating loss
carryforwards available to offset future taxable income for federal
and state income tax purposes of approximately $3,900,000 and
$1,950,000, respectively; such carryforwards expire in various
years through 2011. Other deferred tax assets include the timing
of certain expenses for book and tax purposes. The Company has
provided a valuation allowance to offset all deferred tax assets
due to the uncertainty of realization.
Under the Tax Reform Act of 1986, the amounts of and benefits from
net operating losses carried forward may be impaired or limited in
certain circumstances. Events which may cause limitations in the
amount of net operating losses that the Company may utilize in any
one year include, but are not limited to, a cumulative ownership
change of more than 50% over a three year period. At September 30,
1996, the effect of such limitation, if imposed, has not been
determined.
7. COMMITMENTS AND CONTINGENCIES
a. LEASE
The Company leases its corporate headquarters under an operating
lease which expires on April 1, 1997. Future minimum lease
payments under this lease as of September 30, 1996 total $21,600
payable in 1996 and $3,600 payable in 1997. Rent expense for the
six months ended September 30, 1996 totaled approximately $22,000.
b. 1995 STOCK OPTION PLAN
On April 14, 1995, the Company adopted the 1995 Stock Option Plan
(the 1995 Plan) covering 1,300,000 shares of the Company's common
stock, pursuant to which directors, officers, key employees,
consultants, scientific advisors and other personnel working
directly with the Company are eligible to receive stock options as
defined in the 1995 Plan. The 1995 Plan was amended in May 1996 to
reduce the number of shares of common stock issuable thereunder to
800,000 shares. The 1995 Plan is administered by the Board of
Directors, which is empowered to determine the terms and conditions
of each option, as defined by the 1995 Plan. The Company can grant
either nonqualified or incentive stock options, as defined, under
the 1995 Plan which vest as determined by the Board of Directors.
The 1995 Plan, unless terminated sooner by the Board of Directors,
will terminate on April 14, 2005.
-8-
<PAGE>
Option activity from adoption of the 1995 Plan (April 1995) to
September 30, 1996 was as follows:
OPTIONS
------------------
NUMBER PRICE
------ -----
Granted April 1995. . . . . . . . . . . . . . 841,030 $0.96
Granted July 1995 . . . . . . . . . . . . . . 67,629 0.96
Granted November 1995 . . . . . . . . . . . . 88,438 0.96
Granted June 1996 . . . . . . . . . . . . . . 70,751 3.84
Canceled May 1996 . . . . . . . . . . . . . . (624,270) 0.96
---------
Outstanding at September 30, 1996 . . . . . . 443,578
---------
---------
At September 30, 1996, stock options to purchase 408,203 shares of
common stock were exercisable at a price of $0.96 and $3.84 per
share and 356,422 options were available for grant under the 1995
Plan.
Certain stock options were granted at a price below the estimated
fair value of the Company's common stock on the date of the grant
(based upon third-party transactions). As a result, compensation
expense of $207,500 was recorded and included in general and
administrative expenses and additional paid-in capital as of
September 30, 1996.
c. COMMON STOCK FOR SERVICES
In May 1996 the Company issued 1,425,416 shares of Common Stock to
an employee and the employer of a consultant in exchange for
services and canceled 1,425,416 stock options previously granted.
As a result, approximately $1,585,000 of compensation expense was
recorded during the six month period ended September 30, 1996.
-9-
<PAGE>
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
This report may be deemed to contain "forward-looking" statements. The
Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
statement for the express purpose of availing itself of the protections of
such safe harbor with respect to each forward-looking statement contained
herein. Examples of forward-looking statements include, but are not limited
to (a) projections of revenues, income or loss, earnings or loss per share,
capital expenditures, growth prospects, dividends, capital structure and
other financing items, (b) statements of plans and objectives of the Company
or its management or Board of Directors, including the receipt of government
regulatory approval for new products, or estimates or predictions of actions
by corporate partners, licensees, competitors or regulatory authorities, (c)
statements of future economic performance and (d) statements of assumptions
underlying other statements and statements about the Company or its business.
The Company's ability to predict projected results or to predict
responses by government regulatory authorities or other pending events is
inherently uncertain. Therefore, the Company wishes to caution each reader
of this report to carefully consider specific factors, including the inherent
uncertainty of the pharmaceutical regulatory approval process, the Company's
dependence on third parties for research and development capabilities, the
uncertainty of health care insurance programs in the United States and abroad
and the rapid technology changes to which the Company's products are subject
because such factors in some cases have affected, and in the future (together
with other factors) could affect, the ability of the Company to achieve its
projected results and may cause actual results to differ materially from
those expressed herein.
Item 2. Plan of Operation
GENERAL
To commercialize the research and technology developed over a 20 year
period at the USC School of Medicine, the Company, a development stage
company, was incorporated in California on September 15, 1994. Effective
October 30, 1996, the Company changed its name from ABT Global Pharmaceutical
Corp. to PharmaPrint Inc. In August and October of 1996, the U.S. Patent and
Trademark Office issued patents for the composition and use of pharmaceutical
versions of European Mistletoe (T4GEN) and Korean Mistletoe (n-T4GEN),
respectively. During the next 12 months, the Company anticipates
commencement of overseas clinical trials and completion of IND applications
with the FDA for its immunomodulator pharmaceutical, T4GEN. In October 1996,
the Company hired Costas Loullis as Senior Vice President of Drug
Development. The Company expects to increase its staff by adding an
additional 7 employees during the next 12 months. The Company does not
currently anticipate that it will purchase any material amount of equipment
in the next 12 months. In addition to its efforts to develop T4GEN and
market its PharmaPrinting-TM- technology, the Company has completed an
initial pilot program to develop a pharmaceutical version of a natural
medicine used to treat prostate enlargement in collaboration with the
University of Miami and has begun the process of developing a PharmaPrint-TM-
of such natural medicine. The Company is also investigating the development
of pharmaceutical versions of other natural medicines.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations primarily through the sale of
equity securities. From inception through September 30, 1996, the Company
had raised an aggregate net amount of approximately $2,078,061 through
private sales of equity securities. In August 1996, the Company completed an
initial public offering of 3,000,000 shares of Common Stock raising net
proceeds of approximately $12,997,500. The proceeds of the initial public
offering and cash flow from operations, if any, are expected to be sufficient
to meet the Company's working capital requirements for at least the next 12
months. To the extent the Company's capital resources are insufficient to
meet its operating requirements, the Company will seek additional funds
through equity or debt financings, collaborative or other arrangements with
corporate partners, licensees and others. The Company has no current
arrangements with respect to, or sources of, such additional financing, and
the Company does not anticipate that existing shareholders will provide any
portion of the Company's future financing requirements. Additionally, no
assurance can be given that additional financing will be available when
needed or upon terms acceptable to the Company.
-10-
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
3.1 Articles of Incorporation
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed during the three months ended
September 30, 1996.
-11-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PHARMAPRINT INC. (FORMERLY
ABT GLOBAL PHARMACEUTICAL CORP.)
Registrant
Date: November 11, 1996 /s/ Elliot P. Friedman
-----------------------------------------
Elliot P. Friedman
President, Chief Executive Officer,
Chief Financial Officer and Director
-12-
<PAGE>
EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PHARMAPRINT INC.
* * * * * * * * * *
The Articles of Incorporation of the Corporation are as follows:
I
The name of the Corporation is PharmaPrint Inc.
II
The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The total number of shares which the Corporation is authorized to
issue is 20,000,000, of which 19,000,000 shares shall be "Common Stock" and
1,000,000 shares shall be "Preferred Stock." The Preferred Stock may be issued
from time to time in one or more series. The Board of Directors is authorized
to fix the number of shares of any series of Preferred Stock and to determine
the designation of any such series. The Board of Directors is also authorized
to determine or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock and,
within the limits and restrictions stated in any resolution or resolutions of
the Board of Directors originally fixing the number of shares constituting any
series, to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any such series subsequent to
the issue of shares of that series.
IV
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
V
The Corporation is authorized to indemnify the agents (as defined in
Section 317 of the Corporations Code) of the Corporation to the fullest extent
permissible under California law.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 11,838,546
<SECURITIES> 0
<RECEIVABLES> 12,903
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,943,949
<PP&E> 58,238
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0
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