<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[x] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended December 31, 1998 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 NO.: 0-25978
---------
THERAPEUTIC ANTIBODIES INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 62-1212485
- ---------------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1207 17TH AVENUE SOUTH, SUITE 103
NASHVILLE, TENNESSEE 37212
- ---------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (615) 327-1027
----------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- ---------------------------------------- ------------------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
The aggregate market value of the shares of Common Stock of
the registrant held by non-affiliates on March 26, 1999 ($.91 per share) was
$42,581,409. As of March 26, 1999, the registrant had outstanding 52,057,219
shares of Common Stock.
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The current directors and executive officers of the Company are as
follows:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Stuart M. Wallis 53 Chairman of the Board
Andrew J. Heath, M.D., Ph.D. 51 Vice Chairman of the Board and Chief Executive Officer
Martin S. Brown 60 Director and Secretary
Tim Chard, M.D. 61 Director and Senior Vice President - Research and Development
Administration
James C. Christie 41 Director of Global Operations
Carol Clark-Evans 39 Vice President of Regulatory and Clinical Affairs
R. Stephen Porter 49 Executive Director of Medical Affairs
</TABLE>
STUART M. WALLIS, Chairman of the Board. Mr. Wallis has held a number
of senior management and board positions in the automotive, publishing,
packaging and pharmaceutical industries. Mr. Wallis currently holds
chairmanships with Seton Scholl Healthcare plc, Yorkshire Group PLC, John
Mansfield Group PLC, Euramax plc and Hay Hall Group Ltd. He is a Director of
Informa Group PLC, Herons Park Investments Ltd. and Silverspice Ltd. Mr. Wallis
served as Chairman of Sheffield Forgemasters Ltd. from 1996 to 1998 and as the
Chief Executive Officer of the pharmaceutical group Fisons from 1994 to 1995. He
became Chairman of the Company in September 1998.
ANDREW J. HEATH, M.D., PH.D., Vice Chairman of the Board and Chief
Executive Officer. Dr. Heath holds a science degree in pharmacology from the
University of London and an M.D. from Sweden's Gothenberg University. He has
considerable experience in the pharmaceutical industry with Glaxo Inc. and
Astra. Until 1996, he was responsible for more than 500 sales and marketing
professionals for Astra U.S. as Vice President Marketing and Sales. In that
post, he had profit and loss responsibility for Astra United States'
pharmaceutical portfolio. He served as Chief Executive Officer at AeroGen, Inc.,
a privately held drug delivery company, from 1996 until 1998. Dr. Heath joined
the Company as a Director, Vice Chairman of the Board and Chief Executive
Officer in March 1998.
MARTIN S. BROWN, Director and Secretary. Mr. Brown joined Jack Daniel
Distillery Lem Motlow Prop, Inc., as Vice President in 1965, was elected
President in 1973 and became chief executive in 1977. In 1983, he was elected
Vice-Chairman of the parent company of Jack Daniel Distillery, Brown-Forman
Corporation, a $1.6 billion (annual revenues) consumer goods company in which
capacity he served until 1986. Mr. Brown is currently a director of Micro Craft,
a privately held corporation. Mr. Brown served as Chairman of the Board of
Therapeutic Antibodies from 1987 to August 1998, and served as Chief Executive
Officer from 1987 to February 1998.
TIM CHARD, M.D., Director and Senior Vice President - Research and
Development Administration. Dr. Chard has been associated with the Medical
College of St. Bartholomew's Hospital since 1968 where he currently serves as
Professor and Chairman of the Department of Reproductive Physiology, and as
honorary consultant to the Royal Hospitals Trust. He was a co-founder of the
Company in 1984 and has been a member of the Board of Directors since that time.
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He is also responsible for patent affairs of the research and development work
of the Company. Dr. Chard is a recognized authority in the field of
immunochemistry and is the author of a standard textbook on laboratory
immunology, as well as more than 400 scientific articles. He is a member of the
editorial board of a number of medical journals. He is also a member of a World
Health Organization expert panel on vaccines and a director of Transatlantic
Capital Limited, a member of the British Venture Capital Association.
JAMES C. CHRISTIE, Director of Global Operations. Mr. Christie has
management responsibility for research and development, quality control, the
Company's Australian operations and its manufacturing facility in Wales. Mr.
Christie joined the Company in 1998. Previously, Mr. Christie was Director of
Operations at Centocor BV, a subsidiary of Centocor Inc., a United States
biopharmaceutical company, from 1995 to 1998. He has extensive experience in
taking products from research and development stages to market and has
particular knowledge in the production of biological pharmaceutical products.
CAROL CLARK-EVANS, Vice President of Regulatory and Clinical Affairs.
From 1995 to 1996, Ms. Clark-Evans was Manager, Regulatory Affairs at Corning
Besselaar, Inc., which is one of the world's largest contract research
organizations. From 1992 to 1995, Ms. Clark-Evans was a Regulatory Scientist and
Regulatory Liaison at Solvay Pharmaceuticals, Inc. Ms. Clark-Evans was Manager,
Regulatory Affairs at Pharmacia & Upjohn, Inc. from 1984 to 1992. She joined the
Company in 1996 and is responsible for its worldwide regulatory affairs.
R. STEPHEN PORTER, PHARM.D., Executive Director of Medical Affairs. Dr.
Porter joined the Company in 1995 from American Cyanamid Company, where he
served in its medical research division from 1991 to 1995. From 1987 to 1991,
Dr. Porter served as Director of Cardiovascular Pharmacology and Assistant
Professor of Medicine at the Likoff Cardiovascular Institute within the
Hahnemann School of Medicine in Philadelphia. Dr. Porter received his doctorate
in clinical pharmacy from the University of Michigan. In addition to his duties
at the Company, he currently serves as assistant editor for the Rocky Mountain
Drug Consultation Center in Denver, Colorado.
There are no family relationships between any directors or executive
officers of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of copies of reports filed with the Securities
and Exchange Commission and written representations from certain of the
Company's directors and executive officers that no reports were required, the
Company notes that Mr. Wallis' purchase of 375,000 shares of Common Stock on
November 9, 1999 was not reported on Form 4 until April 8, 1999.
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<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for the years ended December 31, 1996,
1997 and 1998, the compensation paid to or accrued by or on behalf of the
Company's Chief Executive Officer and the three other most highly compensated
executive officers of the Company (collectively, the "Named Executive Officers")
whose 1998 cash compensation was in excess of $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
---------------------- --------------------------
AWARDS PAYOUTS
----------- -------
SECURITIES
NAME AND PRINCIPAL UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY($) BONUS($) OPTIONS(#) PAYOUTS COMPENSATION($)
-------- ---- --------- -------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Andrew J. Heath M.D.(2) 1998 $179,167 $ 0 500,000 $ 0 $100,634(5)(6)
Vice Chairman
and Chief
Executive Officer
Carol Clark-Evans 1998 $116,528 $10,000 20,000 $ 0 $ 61(6)
Vice President 1997 91,867 7,500 0 0 40(6)
of Regulatory 1996 76,923 3,000 26,000 0 40(6)
and Clinical
Affairs
R. Stephen Porter 1998 $105,559 $ 0 0 $ 0 $ 157(6)
Director of 1997 99,666 2,500 0 0 142(6)
Medical Affairs 1996 91,667 5,000 10,000 0 122(6)
A.J. Kazimi(3) 1998 $131,317 $ 0 95,000 $ 0 $ 157(6)
President and Chief 1997 171,548 0 0 712,176(4) 142(6)
Operating Officer 1996 155,139 0 60,000 0 122(6)
</TABLE>
- --------------------
(1) These executive officers did not receive any annual compensation not
properly categorized as salary or bonus, except for certain perquisites
or other benefits the aggregate incremental cost of which to the
Company for each officer did not exceed the lesser of $50,000 or 10% of
the total of annual salary and bonus reported for each such officer.
(2) Information given is as of March 2, 1998, the date that Dr. Heath
joined the Company, through December 31, 1998.
(3) Although Mr. Kazimi resigned as President of the Company effective
September 1, 1998, SEC rules require the inclusion of his compensation
information in the table.
(4) During 1997, Mr. Kazimi paid the Company $46,625 to exercise warrants
to purchase 44,667 shares of Company common stock. As of December 31,
1997, Mr. Kazimi continued to hold all of the shares of common stock
received pursuant to the exercise of the warrants, which had an
aggregate market value of $160,801. Mr. Kazimi also disposed of
warrants to purchase an aggregate of 142,000 shares of the Company's
common stock for total consideration of $598,000.
(5) The Company granted Dr. Heath $100,000 in moving expenses from
California to Tennessee.
(6) Group term life insurance.
The Company has no long-term incentive plans, as that term is defined
in Securities and Exchange Commission regulations, and the Company has no
defined benefit or actuarial plans covering employees of the Company. The
Company granted no Stock Appreciation Rights ("SARs") in 1998.
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<PAGE> 5
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding grants of
stock options made to the Named Executive Officers during 1998.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (2)
---------------------------------------------------------------------------- -----------------------------
PERCENTAGE OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE OR MARKET PRICE
UNDERLYING EMPLOYEES IN BASE PRICE ON DATE EXPIRATION
NAME OPTIONS GRANTED FISCAL YEAR ($/SH)(1) OF GRANT DATE 5%($) 10%($)
---- --------------- ----------- --------- ----------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Andrew J. Heath, M.D. 300,000 (3) 36% $3.37 $2.37 6/29/08 $147,144 $ 833,151
200,000 (4) 24 3.37 2.37 6/29/08 98,096 555,434
Carol Clark-Evans 20,000 (5) 2 2.40 2.37 6/29/08 29,210 74,943
R. Stephen Porter 0 0 N/A N/A N/A N/A N/A
A.J. Kazimi 95,000 (6) 11 1.23 1.30 9/01/08 84,318 203,477
</TABLE>
- --------------------
(1) All incentive stock options were granted at or above the fair market
value on the date of grant, which value, prior to the Company's initial
public offering in 1996, was determined by the board of directors.
(2) The 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by rules of the Securities and Exchange
Commission. There can be no assurance provided to any executive officer
or any other holder of the Company's securities that the actual stock
price appreciation over the term will be at the assumed 5% and 10% levels
or at any other defined level. Unless the market price of the common
stock appreciates over the option term, no value will be realized from
the option grants made to the Named Executive Officers.
(3) 60,000 options vested on March 2, 1999. An additional 60,000 options
become exercisable on March 2 of 2000, 2001 and 2002. In addition, 57,500
and 2,500 options become exercisable on March 2 and June 29, 2003,
respectively.
(4) 125,000 options vested on March 1, 1999. An additional 75,000 options
vest upon achievement of any one of the three following goals:
1. A licensing deal on CytoTAb(R) is concluded with a total value of at
least $50,000,000 and with at least $5,000,000 in upfront signing
payment, or $7,500,000 if equity investments are included; or
2. Total revenues of the Company are at least $18,000,000 in any one
year, or are, cumulatively, $40,000,000 in 1998, 1999, and 2000; or
3. The share price of the Company's common stock gets to and stays above
the IPO price ($8.11) for 6 months.
(5) 6,667 options become exercisable on each of 6/29/99 and 6/29/00; 6,666
options become exercisable on 6/29/01.
(6) On September 1, 95,000 options were granted to Mr. Kazimi as part of
his severance package following his resignation as President effective
9/1/98. All options are fully exercisable.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
None of the Named Executive Officers exercised any stock options in
1998. The following table provides certain information, with respect to the
Named Executive Officers, concerning the unexercised options at December 31,
1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END (#) FISCAL YEAR END ($)(1)
---------------------------------- --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Andrew J. Heath, M.D. 9,000 500,000 N/A N/A
A.J. Kazimi 190,000 20,000 N/A N/A
Carol Clark-Evans 12,000 34,000 N/A N/A
R. Stephen Porter 34,000 16,000 N/A N/A
</TABLE>
- -----------------------
(1) The exercise price of all of the stock options held by each of the named
persons at fiscal year end exceeded the fair market value of the common stock
underlying the options as reported on the London Stock Exchange.
EMPLOYMENT/CONSULTANCY AGREEMENTS
The Company, through its subsidiary Therapeutic Antibodies UK Ltd ("TAb
UK"), entered into a Consultancy Agreement with Stuart M. Wallis dated August
21, 1998 (the "August Consultancy Agreement"), pursuant to which Mr. Wallis
agrees to provide certain consulting services generally relating to assessing
the Company's operations. The August Consultancy Agreement is terminable by the
Company upon prior written notice at any time after June 27, 2001 or by Mr.
Wallis upon one month's prior written notice. The August Consultancy Agreement
also provides that Mr. Wallis shall keep confidential certain information
acquired in the course of his duties for the Company.
As compensation under the August Consultancy Agreement, Mr. Wallis was
granted options to purchase shares of the Company's common stock. Generally, the
options become exercisable, if at all, once during each of the 90 day periods
commencing on June 8, 2000 and June 8, 2001. Subject to certain exceptions, the
options expire on September 8, 2001 and the exercise price is (pound) 1 per
share of common stock. The number of shares for which the option may be
exercised is calculated pursuant to the formula: (IV x RF)/MV, where IV equals,
on any date, the market capitalization of the Company on that date, less the
aggregate of (a) the market capitalization of the Company on June 8, 1998 and
(b) any amounts received by the Company in consideration of the issuance of
equity shares since June 8, 1998; MV equals, on any date, the average closing
mid-market quotations of a share as derived from the London Stock Exchange Daily
Official List on the last five trading days prior to that date; and RF equals
(i) 0 if the Company's Share Growth Rate ("SGR") ranks in the third or fourth
quartiles compared to all companies in the FTSE Small-cap Index; (ii) between 0,
where the Company's SGR ranks at the 50th percentile, and 1/10 where the
Company's SGR ranks at the first quartile, increasing on a straight-line basis
between those positions; and (iii) 1/10 where the Company's SGR ranks within the
first quartile; and where SGR represents the increase or decrease in share price
over a given measurement period. If prior to June 8, 1999 the August Consultancy
Agreement is terminated (other than by reason of dishonesty or fraud), the
options will vest and will
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<PAGE> 7
remain exercisable until July 8, 1999. Generally, options may be exercised
within three months of a change in control.
In addition, the Company, through TAb UK, entered into a Consultancy
Agreement with Mr. Wallis dated September 1, 1998 (the "September Consultancy
Agreement") pursuant to which Mr. Wallis agrees to provide certain consulting
services generally relating to the strategic development and growth of the
Company. Mr. Wallis' base annual salary under the September Consultancy
Agreement is (pound) 60,000, subject to annual review. The September Consultancy
Agreement is terminable by either party upon not less than 12 months' prior
written notice. The September Consultancy Agreement also provides that Mr.
Wallis shall keep confidential certain information acquired in the course of his
duties for the Company.
The Company also, through TAb UK, entered into a letter agreement with
Mr. Wallis dated September 1, 1998 (the "Letter Agreement") pursuant to which
Mr. Wallis agreed to serve as Chairman of the Board. Mr. Wallis' annual salary
under the Letter Agreement is (pound) 10,000. The Letter Agreement is terminable
by either party upon not less than 12 months' prior written notice; provided,
however, that the Company may not terminate the Letter Agreement prior to August
31, 2001. The Letter Agreement also provides that Mr. Wallis shall keep
confidential certain information acquired in connection with his services on
behalf of the Company.
The Company entered into an Employment Agreement with Andrew J. Heath,
effective February 6, 1998 (the "Employment Agreement"), pursuant to which Dr.
Heath is employed as Vice Chairman and Chief Executive Officer of the Company.
Dr. Heath's base annual salary under the Employment Agreement is $215,000,
subject to periodic review. In addition to the annual base salary, Dr. Heath is
entitled to receive an annual bonus, the amount of which is determined by the
Compensation Committee of the board of directors at its sole discretion. The
Employment Agreement is terminable by either party upon thirty days' prior
written notice. Upon termination by the Company without cause, Dr. Heath is
entitled to severance compensation in the amount of his annual base salary. The
Employment Agreement also provides that Dr. Heath keep confidential certain
information acquired in connection with his services on behalf of the Company
pursuant to the terms of a Confidentiality Agreement dated February 7, 1998
between the Company and Dr. Heath. In addition, during the term of his
employment Dr. Heath agrees not to compete with the Company. If Dr. Heath
voluntarily terminates his employment with the Company, the terms of this
noncompete expires 24 months from the date of termination. If Dr. Heath is
terminated for cause (as defined in the Employment Agreement), the term of the
noncompete expires 18 months from the date of termination. If Dr. Heath is
terminated without cause, the noncompete expires on the date of termination. Dr.
Heath further agrees, for a period of one year after the termination of his
employment with the Company, not to solicit the business or employees of the
Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the board of directors established the
compensation arrangements for executive officers of the Company for the year
ended December 31, 1998. The Compensation Committee for 1998 consisted of Joseph
Williams, Robert Hilton and Steven Stroup until August 31, 1998. Following the
restructuring of the board on September 1, 1998 and the resignations of Messrs.
Williams, Hilton and Stroup, the board of directors assumed responsibility for
reviewing and setting executive compensation. There are no interlocking
relationships among the former members of the Compensation Committee. Drs. Heath
and Chard both serve as executive officers and members of the board of directors
of the Company. Drs. Heath and Chard did not participate in deliberations
concerning executive officer compensation during the last fiscal year.
1990 STOCK INCENTIVE PLAN
The board of directors of the Company has adopted, with approval of the
Company's stockholders, the 1990 Stock Incentive Plan as amended (the "1990
Plan"). The 1990 Plan provides for the grant to (i) key employees of the Company
of stock options complying with Section 422A of the Internal Revenue Code
("incentive stock options") or (ii) advisors, officers and directors of the
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Company of stock options not qualifying under such provision ("non-qualified
options"), for the purchase of an aggregate of up to 1,650,000 shares of common
stock, as well as stock appreciation rights ("SARs"). The 1990 Plan provides for
adjustment of the number of shares available under the plan in the event of
stock splits, stock dividends and certain other events. The 1990 Plan also
provides that if the Company shall not be the surviving corporation in a
business combination, the holder of an outstanding option will be entitled to
purchase stock in the surviving corporation on the same terms and conditions as
the option. Options are non-transferable, and options and SARs are subject to
any restrictions contained in the grant and applicable securities laws.
1997 STOCK OPTION PLAN
In 1997, the Board of Directors of the Company adopted and the
Company's stockholders approved at the 1997 Annual Meeting of Stockholders, the
Company's 1997 Stock Option Plan (the "1997 Plan"). The 1997 Plan provides for
the grant of stock options and SARs to directors, employees, consultants or
advisors of the Company. The 1997 Plan distinguishes between stock options
granted to (a) eligible plan participants, generally ("Eligible Participants"),
and (b) plan participants who are residents of the United Kingdom and who are
eligible to participate ("U.K. Participants"), and contains provisions
applicable to the grant of options to each. Options granted to Eligible
Participants pursuant to the 1997 Plan may, at the discretion of the
Compensation Committee, be incentive stock options or non-qualified options. A
total of 1,100,000 shares of Common Stock have been reserved for issuance under
the 1997 Plan. The 1997 Plan provides for adjustment of the number of shares
available under the plan in the event of stock splits, stock dividends and
certain other events. The 1997 Plan also provides that if the Company shall not
be the surviving corporation in a business combination, all outstanding options
will terminate, provided that, subject to certain limitations under the Internal
Revenue Code, all outstanding options shall become exercisable immediately prior
to such transaction whether or not the vesting requirements of such options have
been satisfied, unless the Compensation Committee elects to convert all options
into options to purchase stock of an acquiring corporation. Options are
non-transferable, except by will or pursuant to the laws of descent and
distribution; provided, that non-qualified options may be transferable to the
extent provided in the applicable stock option agreement. Options and SARs are
also subject to any restrictions contained in the grant and applicable
securities laws.
401(K) PLAN
The Company has established the Therapeutic Antibodies Inc. 401(k)
Savings Plan (the "401(k) Plan"), which is a qualified retirement plan under
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. All
United States employees of the Company are eligible to participate in the 401(k)
Plan immediately upon employment. The 401(k) Plan permits eligible employees to
contribute from 1% to 15% of their earnings to the 401(k) Plan by payroll
deduction, subject to certain other statutory limits. The 401(k) Plan permits
the Company to make discretionary matching contributions or other employer
contributions to the 401(k) Plan each year. The Company currently does not make
matching contributions to the 401(k) Plan.
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<PAGE> 9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares held beneficially,
directly or indirectly, as of April 26, 1999, by (i) all beneficial owners of
more than 5% of the Company's Common Stock, (ii) all directors and Named
Executive Officers of the Company, and (iii) all directors and executive
officers as a group, together with the percentage of the outstanding shares
which such ownership represents.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(3) PERCENT OF CLASS (4)
- ------------------- ----------------------- --------------------
<S> <C> <C>
Stuart M. Wallis 375,000 *
69-77 Paul Street
London EC2A 4LQ
Andrew J. Heath, M.D.(1)(2) 454,730 (5) *
Martin S. Brown (1) 3,909,604 (6) 7.47%
Tim Chard, M.D. (1) 1,055,790 (7) 2.03
Carol Clark-Evans (1)(2) 27,143 (8) *
R. Stephen Porter(1)(2) 49,361 (9) *
A.J. Kazimi (2) 488,000 (10) *
712 Overton Park
Nashville, TN 37215
All directors and executive officers 6,167,961 (11) 11.71
as a group (7 persons)
Nomura International plc 7,217,325 (12) 13.86
Nomura House
1 St. Martin-Le-Grand
London EC1A 4NP
WestLB Panmure Limited 4,374,444 (13) 8.40
35 New Broad Street
New Broad Street House
London EC2M 1NH
PPM America, Inc. 4,761,900 (14) 9.14
225 West Wacker Drive, Suite 1200
Chicago, Illinois 60606
</TABLE>
- --------------------
* Indicates less than 1% ownership.
(1) The address for Messrs. Brown, Heath, Porter, Christie and Chard and Ms.
Clark-Evans is c/o the Company, 1207 17th Avenue South, Suite 103,
Nashville, Tennessee 37212.
(2) Named Executive Officers.
(3) Beneficial ownership is deemed to include shares of the Company's Common
Stock which an individual has a right to acquire within 60 days of the
date of this Proxy Statement upon the exercise of options. The table
includes options granted under the Company's 1990 Stock Incentive Plan
and its 1997 Stock Option Plan (collectively, the "Option Plans"). These
shares are deemed to be outstanding for the purposes of computing the
percentage ownership of that individual but are not deemed outstanding
for the purposes of computing the percentage of any other person. Unless
otherwise noted in the following footnotes, the persons as to whom
information is given had sole voting and investment power over the shares
of Common Stock shown as beneficially owned.
(4) Computation based upon 52,057,219 shares outstanding on April 26, 1999.
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<PAGE> 10
(5) Includes 194,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans and 12,500 shares of Common
Stock upon the exercise of warrants outstanding.
(6) Includes 179,804 shares of Common Stock owned by Mr. Brown's spouse,
79,000 shares of Common Stock issuable upon the exercise of warrants
outstanding, 6,250 shares of Common Stock registered in the name of the
Cockayne Fund, Inc., over which Mr. Brown shares investment control,
205,000 shares of Common Stock issuable upon the exercise of options
granted pursuant to the Option Plans, 68,449 shares of Common Stock held
in an Individual Retirement Account and 645,706 shares of Common Stock
held by the Atticus Trust of which Mr. Brown is a trustee.
(7) Includes 50,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans.
(8) Includes 24,667 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans.
(9) Includes 42,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans.
(10) Includes 210,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Option Plans. Mr. Kazimi resigned as a
director and executive officer of the Company in August 1998. His
shareholdings are required to be included under SEC rules.
(11) Includes 91,500 shares of Common Stock issuable upon the exercise of
outstanding warrants and 534,000 shares of Common Stock issuable upon the
exercise of options granted pursuant to the Option Plans.
(12) Information is as of December 31, 1998 and is derived from a Schedule 13G
filed with the Securities and Exchange Commission on December 31, 1998.
(13) Information is as of December 31, 1998 and is derived from a Schedule 13G
filed with the Securities and Exchange Commission on January 8, 1999.
(14) Information is as of December 31, 1998 and is derived from a Schedule 13G
filed with the Securities and Exchange Commission on February 12, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1996, Mr. Brown purchased $750,000 principal amount of the Company's
15% Subordinated Promissory Notes due December 31, 1998 (the "15% Notes"). Also
in 1996, Mr. Brown made a series of advances to the Company, which the Company
evidenced by the issuance of a $250,000 12% Promissory Note due December 31,
1998 (the "12% Note"). In October 1998, Mr. Brown agreed to extend the maturity
dates of the 12% Note and the balance of the 15% Note to December 31, 2000. On
November 9, 1998, Mr. Brown converted $500,000 principal and interest of the 15%
Note into 736,811 shares of the Company's common stock in connection with the
Company's private placement. On January 11, 1999, the Company repaid Mr. Brown
the entire outstanding principal balance, together with accrued interest, on the
12% Note.
9
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
THERAPEUTIC ANTIBODIES INC.
Date: April 27, 1999 By: /s/ Andrew John Heath, M.D., Ph.D.
------------------------------------
Andrew John Heath, M.D., Ph.D.
Chief Executive Officer (Interim
Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---------------------------------------------- ------------------------------------------ --------------
<S> <C> <C>
/s/ Andrew John Heath, M.D., Ph.D.* Chairman of the Board April 27, 1999
- ----------------------------------------------
Stuart Michael Wallis
/s/ Andrew John Heath, M.D., Ph.D. Chief Executive Officer, Vice Chairman of April 27, 1999
- ---------------------------------------------- the Board
Andrew John Heath, M.D., Ph.D.
/s/ Andrew John Heath, M.D., Ph.D.* Secretary and Director April 27, 1999
- ----------------------------------------------
Martin Shallenberger Brown
/s/ Andrew John Heath, M.D., Ph.D.* Senior Vice President-Research and April 27, 1999
- ---------------------------------------------- Development Administration and Director
Timothy Chard, M.D.
</TABLE>
*Executed by Andrew John Heath, M.D., Ph.D.
in his capacity as attorney-in-fact pursuant to
Power of Attorney on file with the Securities
and Exchange Commission.
10
