-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CaY4v2L189+WxvARtdQXQkGS2xTg1JNGBZYESYwRzWz1G6rBQHWC7yuOMYRkaRk0 aDkajGjBxvSYb/s7tafapg== 0000950135-01-501863.txt : 20010702 0000950135-01-501863.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950135-01-501863 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOGEN INC CENTRAL INDEX KEY: 0000714655 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043002117 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-12042 FILM NUMBER: 1672136 BUSINESS ADDRESS: STREET 1: 14 CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176792000 MAIL ADDRESS: STREET 1: 14 CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: BIOGEN NV DATE OF NAME CHANGE: 19880622 10-K/A 1 b39789bge10-ka.txt BIOGEN,INC 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (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, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-12042 BIOGEN, INC. (Exact name of Registrant as specified in its charter) Massachusetts 04-3002117 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 14 Cambridge Center, Cambridge, Massachusetts 02142 (Address of principal executive offices)(zip code) Registrant's telephone number, including area code: (617) 679-2000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value (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 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. [ ] Aggregate market value of Common Stock held by nonaffiliates of the Registrant at March 29, 2001 (excludes shares held by directors): $9,485,799,873. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the Registrant, or that such person is controlled by or under common control with the Registrant. Common Stock outstanding at March 29, 2001: 150,270,097 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive Proxy Statement for its 2001 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report, and portions of the Registrant's 2000 Annual Report to Shareholders are incorporated by reference into Parts II and IV of this Report. 2 This Form 10-K/A amends the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 to add as exhibits to the Form 10-K the financial statements for the Biogen Savings Plan and the related independent accountants' consent. 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (3) Exhibits The following documents are added as exhibits to the Form 10-K: EXHIBIT NO. DESCRIPTION (23) Consent of PricewaterhouseCoopers LLP (99.1) Financial Statements for Biogen Savings Plan 4 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. BIOGEN, INC. By: /s/ Peter N. Kellogg ---------------------------------------- Peter N. Kellogg Vice President - Finance and Chief Financial Officer Dated June 29, 2001 EX-23.1 2 b39789bgex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Biogen Savings Plan of our report dated June 27, 2001 relating to the financial statements and supplemental schedules of the Biogen Savings Plan for the year ended December 31, 2000 included with this Form 10-K/A. PricewaterhouseCoopers LLP Boston, Massachusetts June 29, 2001 EX-99.1 3 b39789bgex99-1.txt FINANCIAL STATEMENTS 1 BIOGEN, INC. BIOGEN SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 2000 AND 1999 2 BIOGEN, INC. BIOGEN SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES - -------------------------------------------------------------------------------- Page Report of Independent Accountants 1 Statement of Assets Available for Plan Benefits as of December 31, 2000 and 1999 2 Statements of Changes in Assets Available for Plan Benefits for the Years Ended December 3l, 2000 and 1999 3 Notes to Financial Statements 4-8 Supplemental Schedules*: Schedule I - Schedule of Assets Held for Investment Purposes at End of Year as of December 3l, 2000 9 Supplemental Schedule II - Schedule of Reportable Transactions for the Year Ended December 31, 2000 10 * Other schedules have been omitted because such schedules are not applicable. 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Biogen Savings Plan In our opinion, the accompanying statements of assets available for plan benefits and the related statements of changes in assets available for plan benefits present fairly, in all material respects, the assets available for plan benefits of the Biogen Savings Plan (the "Plan") at December 31, 2000 and 1999, and the changes in assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplemental Schedules I and II are presented for the purpose of additional analysis and are not a required part of the basic 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 the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 27, 2001 PricewaterhouseCoopers LLP Boston, Massachusetts 4 BIOGEN, INC. BIOGEN SAVINGS PLAN STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2000 AND 1999 - --------------------------------------------------------------------------------
2000 1999 ASSETS Investments at fair value: Mutual funds: Fidelity Intermediate Bond Fund $ 1,301,556 $ 1,375,497 Fidelity Puritan Fund 5,685,899* 5,873,976* Fidelity Value Fund 960,195 824,946 Fidelity Magellan Fund 12,113,732* 12,722,798* Fidelity Retirement Government Money Market Fund 1,969,913 1,978,221 Fidelity Growth Company Fund 15,783,298* 15,675,154 Fidelity International Growth & Income Fund 11,408 11,528 Fidelity Asset Manager Growth Fund 1,491,133 1,344,059 Spartan US Equity Index Fund 4,272,674* 4,129,562* Spartan International Index Fund 33,993 -- Fidelity US Bond Index Fund 647,237 420,465 Fidelity Low-Priced Stock Fund 891,672 711,337 USAA International Fund 932,954 772,722 Janus Worldwide Fund 3,639,988* 2,669,669 ----------- ----------- Total mutual funds 49,735,652 48,509,934 ----------- ----------- Biogen, Inc. Stock Fund: Biogen, Inc. common stock 14,756,816* 18,858,795* Interest bearing cash 380,131 271,009 ----------- ----------- Total Biogen, Inc. Stock Fund 15,136,947 19,129,804 ----------- ----------- Loans to participants 825,095 715,247 ----------- ----------- Total investments 65,697,694 68,354,985 ----------- ----------- Receivables: Investment income receivable 1,864 1,767 Receivable for investments sold 15,327 116,760 ----------- ----------- Total receivables 17,191 118,527 ----------- ----------- Assets available for plan benefits $65,714,885 $68,473,512 =========== ===========
* Represents 5% or more of assets available for plan benefits. The accompanying notes are an integral part of these financial statements 2 5 BIOGEN, INC. BIOGEN SAVINGS PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 - --------------------------------------------------------------------------------
2000 1999 Additions: Net appreciation of investments: Mutual funds $ (6,348,603) $ 8,205,188 Biogen, Inc. common stock (4,947,230) 9,376,362 Investment income: Dividends and interest 3,608,315 3,227,039 Contributions: Employer contributions 1,039,943 759,576 Participant contributions 6,306,950 5,214,809 Participant rollovers 1,754,222 1,631,157 ------------ ------------ Total additions 1,413,597 28,414,131 ------------ ------------ Deductions: Benefits paid to participants 4,172,024 1,511,839 Administrative fees 200 400 ------------ ------------ Total deductions 4,172,224 1,512,239 ------------ ------------ Net increase (decrease) (2,758,627) 26,901,892 Assets available for plan benefits: Beginning of year 68,473,512 41,571,620 ------------ ------------ End of year $ 65,714,885 $ 68,473,512 ============ ============
The accompanying notes are an integral part of these financial statements 3 6 BIOGEN, INC. BIOGEN SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of the Biogen Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL INFORMATION Biogen, Inc. (the "Company") established the Plan as a deferred profit-sharing plan under Section 401(a) of the Internal Revenue Code of 1986, effective January 1, 1987. The Plan is designed to allow eligible employees to accumulate savings for retirement in the Plan without paying income taxes until the savings are actually received. ADMINISTRATION OF THE PLAN The Plan is administered by the Savings Plan Committee (the "Plan Committee"), whose members are appointed by the Company. Fidelity Management Trust Company is the Plan trustee (the "Trustee"). PARTICIPATION Participation in the Plan is voluntary. Each employee of the Company is eligible to participate in the Plan upon the attainment of age 21 unless he/she is (a) a student employed on a temporary basis, (b) an employee of a non-U.S. subsidiary or division of the Company, or (c) a member of a collective bargaining unit. CONTRIBUTIONS Eligible employees may make savings deposits to the Plan in whole percentages of their gross salary ranging from a minimum of 2% to a maximum of 18%, subject to certain limitations. For each pay period, the Company will make a matching contribution of units of the Biogen, Inc. Stock Fund equal in value to 25% of each employee's savings deposit up to a maximum of 6% of the employee's gross salary, subject to certain limitations. Effective August 1, 2000, following the end of each plan year (beginning with the 1999 plan year), an additional true-up matching contribution may be made on behalf of an eligible participant who has not received the full benefit of the Company matching contribution. PARTICIPANT ACCOUNTS Fidelity Investments Institutional Operations Company, Inc. is the Plan's recordkeeper. Each participant's account is credited with the participant's contribution, the Company's matching contribution and Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. INVESTMENT OF CONTRIBUTIONS Company matching contributions are invested in the Biogen, Inc. Stock Fund. The Biogen, Inc. Stock Fund includes Biogen, Inc. stock and cash or short term investments for liquidity purposes. Employee contributions are invested at the direction of the employee in increments of 10% in any combination of the following investment options: * An intermediate bond fund designed to earn a high level of current return. It is invested in Fidelity's Intermediate Bond Fund. 4 7 BIOGEN, INC. BIOGEN SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- * A balanced fund designed to preserve principal balance by investing in a diversified portfolio of high yielding stocks and bonds. It is invested in Fidelity's Puritan Fund. * A fund which seeks to provide capital appreciation from investments in companies which are undervalued or which possess valuable fixed assets. It is invested in Fidelity's Value Fund. * An aggressive growth fund invested which seeks to achieve capital appreciation. It is invested in Fidelity's Magellan Fund. * A US government money market fund seeks high current earnings while preserving capital and liquidity. It is invested in Fidelity's Retirement Government Money Market Fund. * A growth company fund which seeks to provide capital appreciation from investments primarily in common stock of companies with above-average growth characteristics. It is invested in Fidelity's Growth Company Fund. * An international equity fund which seeks capital growth, current income and growth of income. It is invested in Fidelity's International Growth & Income Fund. * An asset allocation fund that seeks total return with reduced risk over the long term. It is invested in Fidelity's Asset Manager Growth Fund. * A long term growth fund which seeks to provide investment results that correspond to the total return performance of common stock of companies publicly traded in the US. It is invested in the Spartan US Equity Index Fund, a Fidelity sponsored fund. * A fund that seeks to provide investment results that correspond to the total return of foreign stock markets. It is invested in the Spartan International Index Fund, a Fidelity sponsored fund. * A corporate bond fund that seeks to replicate the price and interest performance of the debt securities in the Lehman Brothers Aggregate Bond Index. It is invested in Fidelity's US Bond Index Fund. * A fund which seeks to provide capital appreciation from investments in companies which are undervalued or which are out of favor with other investors and that could offer the possibility for significant growth. It is invested in Fidelity's Low-Priced Stock Fund. * A fund that seeks long term capital growth and current income from investments in stocks of companies organized and operating principally outside the United States. It is invested in the USAA International Fund. * A fund that seeks capital growth over the long term from investments in common stocks of foreign and domestic companies. It is invested in the Janus Worldwide Fund. * A fund that pools money to buy shares of Biogen, Inc. stock and cash or short-term investments. It is invested in the Biogen, Inc. Stock Fund. Dividends, interest, and other distributions received in any fund are reinvested in the same fund. 5 8 BIOGEN, INC. BIOGEN SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- VESTING Participants are fully vested in their savings deposit accounts and rollover accounts at all times. Participants will vest in the employer's matching contribution at a rate of 25% for each year of Plan service and will be fully vested after four years of Plan service. Participants become 100% vested in employer's matching contributions upon retirement or termination of employment due to disability. WITHDRAWALS AND DISTRIBUTIONS Distributions are generally payable at termination of employment due to retirement, disability, death or any other reason. Distribution payments are made in cash in a lump sum for employees' contributions and in whole shares of stock for Company matching contributions. Forfeitures of nonvested amounts are used to reduce the amount of future Company matching contributions. LOANS Participants may borrow against their savings deposits. Loans will bear a reasonable interest rate determined by the Company. Repayment of loans is made by direct withholdings of a participant's salary for a period not to exceed five years (ten years for a residential loan). The minimum loan amount is $1,000 and a participant may borrow up to a maximum of 50% of the participant's vested account balance or $50,000, whichever is smaller. There is no minimum service requirement for a participant to be eligible for a loan. PLAN AMENDMENT AND TERMINATION The Company has the right to amend, suspend or terminate the Plan, but may not do so in a way which would divest a participant of accrued vested benefits. If the Plan is terminated, the Trustee will distribute the assets held in the trust, after payment of expenses, in such a manner as the Committee shall determine. The Company currently has no intention to terminate the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies which are in conformity with accounting principles generally accepted in the United States of America consistently followed by the Plan in the preparation of its financial statements. BASIS OF ACCOUNTING The financial statements of the Plan are prepared on the accrual basis of accounting. INVESTMENTS Plan investments are stated at fair value. The Company stock is valued at its quoted market price. Mutual fund investments are valued at net asset value representing the value of which shares of the fund may be purchased or redeemed. Loans to participants are stated at principal plus accrued interest, which approximates fair value. 6 9 BIOGEN, INC. BIOGEN SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Purchases and sales of securities are recorded on a trade-date basis. Cost is determined on the average cost basis. Net appreciation or depreciation, which includes realized and unrealized gains or losses on investments, is reflected for the year in the statement of changes in assets available for plan benefits. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. PAYMENT OF BENEFITS Benefits are recorded when paid. INCOME TAXES No provision for income taxes has been made in the financial statements as the Plan qualifies as a tax-exempt entity under Section 401 of the Internal Revenue Code ("Code"). The Plan has received a favorable determination letter dated June 5, 1996 from the Internal Revenue Service. The Plan has since been amended and a new letter has not been requested. Management has asserted the Plan, as amended, and its operations have been and continue to be in accordance with all applicable provisions of the Code and the Employee Retirement Income Security Act of 1974 ("ERISA"). EXPENSES OF THE PLAN Administrative and audit fees are paid directly by the Company and, accordingly, such items are not reflected in the financial statements of the Plan. Expenses directly related to the investment transactions of the Plan are paid by the Plan. 3. LOANS TO PARTICIPANTS At December 31, 2000 and 1999, the Plan had loans receivable from participants aggregating $825,095 and $715,247, respectively. Interest rates on the loans range from 7.0% to 9.50% annually. The loans are secured by the participant's interest in the Plan. 4. PARTY-IN-INTEREST TRANSACTIONS Certain of the Plan's assets are invested in mutual funds for which FMR Corp. provides investment advisory services. FMR Corp. is an affiliate of both Fidelity Management Trust Company and Fidelity Investments Institutional Operations Company, Inc. Accordingly, these transactions qualify as party-in-interest. 5. NON-PARTICIPANT-DIRECTED INVESTMENT Information about the assets and the significant components of the changes in assets relating to the non-participant-directed investment is as follows: DECEMBER 31, 2000 1999 Assets: Biogen, Inc, Stock Fund $15,136,947 $19,129,804 Receivables 17,191 118,527 ----------- ----------- $15,154,138 $19,248,331 =========== =========== 7 10 BIOGEN, INC. BIOGEN SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 2000 1999 Changes in Assets: Employer contributions $ 1,039,943 $ 759,576 Participant contributions 719,034 521,651 Dividends 23,230 17,924 Net appreciation/(depreciation) (4,947,230) 9,376,362 Transfer of investments from other options 332,470 370,227 Benefits paid to participants (1,261,640) (495,151) ------------ ------------ $ (4,094,193) $ 10,550,589 ============ ============
8 11 BIOGEN, INC. BIOGEN SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (SCHEDULE H, PART IV, ITEM 4i, FORM 5500) DECEMBER 31, 2000 SUPPLEMENTAL SCHEDULE I - --------------------------------------------------------------------------------
NUMBER OF SHARES/ CURRENT UNITS COST VALUE 129,637 Fidelity Intermediate Bond Fund* $ 1,301,556 301,960 Fidelity Puritan Fund* 5,685,899 20,716 Fidelity Value Fund* 960,195 101,540 Fidelity Magellan Fund* 12,113,732 1,969,913 Fidelity Retirement Government Money 1,969,913 Market Fund* 220,962 Fidelity Growth Company Fund* 15,783,298 502 Fidelity International Growth & Income Fund 11,408 93,723 Fidelity Asset Manager Growth Fund* 1,491,133 91,277 Spartan U.S. Equity Index Fund* 4,272,674 1,073 Spartan International Index Fund* 33,993 61,118 Fidelity US Bond Index Fund* 647,237 38,567 Fidelity Low-Priced Stock Fund* 891,672 46,977 USAA International Fund 932,954 64,017 Janus Worldwide Fund 3,639,988 ----------- Total mutual funds 49,735,652 ----------- 245,691 Biogen, Inc. common stock* $6,678,642 14,756,816 Interest bearing cash 380,131 380,131 ----------- Total Biogen, Inc. Stock Fund 15,136,947 ----------- Loans to participants* 7.0% to 9.5% 825,095 ----------- Total $65,697,694 ===========
* Party-in-interest. 9 12 BIOGEN, INC. BIOGEN SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS (INVOLVING AMOUNTS IN EXCESS OF 5% OF CURRENT VALUE OF PLAN ASSETS)* (SCHEDULE H, PART IV, ITEM 4j, FORM 5500) YEAR ENDED DECEMBER 31, 2000 SUPPLEMENTAL SCHEDULE II - --------------------------------------------------------------------------------
CURRENT VALUE ON PURCHASE SELLING LEASE EXPENSE HISTORICAL TRANSACTION PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL INCURRED COST DATE GAIN (LOSS) Biogen, Inc. Biogen, Inc. common stock $4,209,260 $ -- $ -- $ -- $ -- $4,209,260 $ -- -- 3,656,278 -- -- 3,956,334 3,656,278 (300,056)
* Non-participant directed transactions in excess of 5% of the current value of the Plan's assets as of December 31, 1999 as defined by Section 2520.103-6 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Security Act of 1974. 10 -----END PRIVACY-ENHANCED MESSAGE-----