<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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 0-20815
AVIRON
(Exact name of registrant as specified in its charter)
Delaware 77-0309686
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
297 North Bernardo Avenue, Mountain View, California 94043
(Address of principal executive offices including zip code)
(650) 919-6500
(Registrant's telephone number, including area code)
---------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock $.001 par value 16,092,458 shares
---------------------------------- -------------------------------------
(Class) (Outstanding at February 28, 1998)
1.
<PAGE>
AVIRON
TABLE OF CONTENTS
PAGE NUMBER
-----------
COVER PAGE 1
TABLE OF CONTENTS 2
PART II. OTHER INFORMATION
Item 2. Changes in Securities. 3
SIGNATURES 4
2.
<PAGE>
AVIRON
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
On November 5, 1996, the Securities and Exchange Commission declared the
Company's registration statement on Form S-1, File No. 2-05209,
effective. The offering commenced on November 5, 1996 and terminated
following the sale of all securities registered. Robertson Stephens &
Company LLC (now BancAmerica Robertson Stephens), Bear, Stearns & Co.
Inc. and Hambrecht & Quist served as the managing underwriters. The
Company registered 2,152,800 shares of Common Stock for its own account
for an aggregate offering price of $17,222,400 and sold 2,152,800 shares
of Common Stock for an aggregate sales price of $17,222,400. In
connection with the offering, the Company incurred the following expenses
and made the following direct or indirect payments to others: $1,205,568
for underwriting discounts and commissions, $114,816 for finder's fees
and $998,199 for other expenses, for a total of $2,318,583 in expenses.
Following the deduction of such expenses, the Company received net
offering proceeds of $14,903,817. The Company used $228,538 of such
proceeds for director and officer insurance. The balance of such proceeds
were invested in short-term investments (Smith Barney Cash Management and
Capital Advisers Cash Management) and were applied as follows: $689,000
for the purchase and installation of property and equipment, $464,000
principal payments on capital lease obligations (equipment leases), and
the balance was used for working capital, including $2,781,000 in
aggregate payments to a clinical research organization to conduct
clinical trials on the Company's cold adapted influenza vaccine. All
proceeds of the offering had been expended as of the quarter ended
September 30, 1997.
3.
<PAGE>
AVIRON
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
AVIRON
Date: March 10, 1998 By: /s/ J. Leighton Read, M.D.
-------------------------------------------
J. Leighton Read, M.D.
Chairman and Chief Executive Officer
Date: March 10, 1998 By: /s/ Fred Kurland
-------------------------------------------
Fred Kurland
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
4.