-----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, EjHZS/q4zwkHVqyOTNO38lxthmwidtxQMiBm4oeDCFZTjj3o47ejl674lrXhicSz wtRJjmTa0nBJzrZhUdNJ9g== 0000950110-99-000753.txt : 19990518 0000950110-99-000753.hdr.sgml : 19990518 ACCESSION NUMBER: 0000950110-99-000753 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO TECHNOLOGY GENERAL CORP CENTRAL INDEX KEY: 0000722104 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133033811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15313 FILM NUMBER: 99626021 BUSINESS ADDRESS: STREET 1: 70 WOOD AVE S CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9086328800 MAIL ADDRESS: STREET 1: 70 WOOD AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 10-Q 1 FORM 10-Q - -------------------------------------------------------------------------------- FORM 10-Q ---------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 Commission File Number 0-15313 BIO-TECHNOLOGY GENERAL CORP. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3033811 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 70 Wood Avenue South, Iselin, New Jersey 08830 (Address of principal executive offices) (732) 632-8800 (Registrant's telephone number, including area code) Former address: Not Applicable ---------- (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, par value $.01 per share, outstanding as of May 3, 1999: 52,182,351 - -------------------------------------------------------------------------------- INDEX Page ---- Part I. Financial Information Item 1. Financial Statements: Consolidated Balance Sheets at March 31, 1999 and December 31, 1998............... 3 Consolidated Statements of Operations for the three months ended March 31, 1999 and 1998............................ 4 Consolidated Statement of Changes in Stockholders' Equity for the three months ended March 31, 1999........................ 5 Consolidated Statements of Cash Flows for the three months ended March 31, 1999 and 1998............................ 6 Notes to Consolidated Financial Statements............. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 8 Part II. Other Information Item 5. Other Information..................................... 15 Item 6. Exhibits and Reports on Form 8-K...................... 15 2 PART I. FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS (In thousands)
March 31, 1999 December 31, 1998 (Unaudited) - -------------------------------------------------------------------------------------------- ASSETS Current Assets: Cash and cash equivalents $ 7,741 $ 9,431 Short-term investments 63,298 37,602 Accounts receivable - trade 48,246 52,429 - other 515 15,968 Inventories 6,128 4,978 Deferred income taxes 3,952 5,407 Prepaid expenses and other current assets 460 344 --------- --------- Total current assets 130,340 126,159 Severance pay funded 2,286 2,233 Property and equipment, net 9,539 9,442 Intangibles, net 1,513 1,728 Patents, net 341 404 Other assets 2,530 2,629 --------- --------- Total assets $ 146,549 $ 142,595 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Short-term bank loans $ 388 $ 288 Accounts payable 4,979 5,359 Other current liabilities 10,201 10,153 --------- --------- Total current liabilities 15,568 15,800 --------- --------- Long-term liabilities 3,962 3,818 --------- --------- Stockholders' equity: Preferred stock - $.01 par value; 4,000,000 shares authorized; no shares issued -- -- Common stock - $.01 par value; 150,000,000 shares authorized; issued: 52,087,000 (51,934,000 at December 31, 1998) 521 519 Capital in excess of par value 161,846 161,164 Deficit (32,390) (36,396) Less - treasury stock at cost, 83,000 shares (340) (340) Accumulated other comprehensive income (2,618) (1,970) --------- --------- Total stockholders' equity 127,019 122,977 --------- --------- Total liabilities and stockholders' equity $ 146,549 $ 142,595 ========= =========
The accompanying notes are an integral part of these consolidated balance sheets. 3 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands except per share data) Three Months Ended March 31, 1999 1998 - ------------------------------------------------------------------------------- Revenues: Product sales $15,867 $15,736 Contract fees 2,906 1,004 Other revenues 497 150 Interest income 958 550 ------- ------- 20,228 17,440 ------- ------- Expenses: Research and development 4,618 5,256 Cost of product sales 2,254 2,518 General and administrative 2,664 2,052 Marketing and sales 4,559 2,647 Commissions and royalties 321 126 Interest and finance 3 21 ------- ------- 14,419 12,620 ------- ------- Income before income taxes 5,809 4,820 Income taxes 1,803 1,455 ------- ------- Net income $ 4,006 $ 3,365 ======= ======= Earnings per common share: Basic $ 0.08 $ 0.07 ======= ======= Diluted $ 0.08 $ 0.07 ======= ======= Weighted average number of common and common equivalent shares: Basic 51,940 47,318 ======= ======= Diluted 52,652 50,941 ======= ======= The accompanying notes are an integral part of these consolidated statements. 4
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (in thousands) Accumulated Common Stock Capital in Other Total Par Excess of Treasury Comprehensive Stockholders' Shares Value Par Value Deficit Stock Income Equity (Loss) - ----------------------------------------------------------------------------------------------------------------------- Balance, December 31, 1998 51,934 $519 $161,164 $(36,396) $(340) $(1,970) $122,977 Comprehensive income: Net income for three months ended March 31, 1999............ 4,006 4,006 Unrealized (loss) on marketable securities, net................. (648) (648) ----- Total comprehensive income: 3,358 ----- Issuance of common stock........... 62 1 322 323 Exercise of stock options ......... 91 1 360 361 ------ ---- -------- --------- ------ -------- -------- Balance, March 31, 1999 52,087 $521 $161,846 $(32,390) $(340) $(2,618) $127,019 ====== ==== ======== ========= ====== ======== ========
The accompanying notes are an integral part of this consolidated statement. 5 CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, --------------------------- 1999 1998 -------- -------- Cash flows from operating activities: Net income $ 4,006 $ 3,365 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 825 714 Provision for severance pay 144 2 Gain (loss) on sales of short-term investments 16 (35) Gain on sales of fixed assets (7) -- Deferred income taxes 1,455 1,427 Common stock as payment for services 15 15 Changes in: receivables 19,636 (5,644) inventories (1,150) (571) prepaid expenses and other current assets (116) (75) accounts payable (380) (387) other assets 20 (9) other current liabilities 148 1,184 -------- -------- Net cash provided by (used in) operating activities 24,612 (14) -------- -------- Cash flows from investing activities: Short-term investments (31,386) (11,417) Capital expenditures (588) (310) Severance pay funded (53) (10) Proceeds from sales of fixed assets 30 -- Proceeds from sales of short- term investments 5,026 1,375 -------- -------- Net cash used in investing activities (26,971) (10,362) -------- -------- Cash flows from financing activities: Proceeds from issuance of common stock 669 4,337 -------- -------- Net (decrease) increase in cash and cash equivalents (1,690) (6,039) Cash and cash equivalents at beginning of year 9,431 9,329 -------- -------- Cash and cash equivalents at end of period $ 7,741 $ 3,290 ======== ======== Supplementary Information Other information: Income tax paid $ 344 $ 25
The accompanying notes are an integral part of these consolidated statements. 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1: Statement on Adjustments In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, considered necessary for a fair presentation. Due to fluctuations in quarterly revenues earned, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. The accounting policies continue unchanged from December 31, 1998. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three months ended March 31, 1999 compared with three months ended March 31, 1998 Statements in this Quarterly Report on Form 10-Q concerning the Company's business outlook or future economic performance; anticipated profitability, revenues, expenses or other financial items; introductions and advancements in development of products, and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements" as that term is defined under the Federal Securities Laws. Forward- looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stated in such statements. Such risks, uncertainties and factors include, but are not limited to, changes and delays in product development plans and schedules, changes and delays in product approval and introduction, customer acceptance of new products, changes in pricing or other actions by competitors, patents owned by the Company and its competitors, changes in healthcare reimbursement, risk of operations in Israel, risk of product liability, governmental regulation, dependence on third parties to manufacture products and commercialize products, general economic conditions, as well as other risks detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 1998. OVERVIEW The Company is engaged in the research, development, manufacture and marketing of biopharmaceutical products. Through a combination of internal research and development, acquisitions, collaborative relationships and licensing arrangements, BTG has developed a portfolio of therapeutic products, including six products that have received regulatory approval for sale, of which five are currently being marketed. The Company seeks both broad markets for its products as well as specialized markets where it can seek Orphan Drug status and potential marketing exclusivity. The Company was founded in 1980 to develop, manufacture and market novel therapeutic products. The Company's overall administration, licensing, human clinical studies, marketing activities, quality assurance and regulatory affairs are primarily coordinated at the Company's headquarters in Iselin, New Jersey. Pre-clinical studies, research and development activities and manufacturing of the Company's genetically engineered products are primarily carried out through its wholly owned subsidiary in Rehovot, Israel. RESULTS OF OPERATIONS The following tables set forth for the fiscal periods indicated the percentage of revenues represented by certain items reflected on the Company's statement of operations. 8 Three Months Ended March 31, ----------------- 1999 1998 ------ ------ Revenues: Product sales 78.4% 90.2% Contract fees 14.4 5.8 Other revenues 2.5 0.9 Interest income 4.7 3.1 ------ ------ Total 100.0% 100.0% ====== ====== Expenses: Research and development 22.8 30.1 Cost of product sales 11.1 14.5 General and administrative 13.2 11.8 Marketing and sales 22.6 15.2 Commissions and royalties 1.6 0.7 Interest and finance -- 0.1 ------ ------ Total 71.3 72.4 ------ ------ Income before income taxes 28.7 27.6 Income taxes 8.9 8.3 ------ ------ Net income 19.8% 19.3% ====== ====== The Company has historically derived its revenues from product sales as well as from collaborative arrangements with third parties, under which the Company may earn up-front contract fees, may receive funding for additional research (including funding from the Chief Scientist of the State of Israel), is reimbursed for producing certain experimental materials, may be entitled to certain milestone payments, may sell product at specified prices, and may receive royalties on sales of product. The Company anticipates that product sales will constitute the majority of its revenues in the future. Revenues have in the past displayed and will in the immediate future continue to display significant variations due to changes in demand for its products, new product introductions by the Company and its competitors, the obtaining of new research and development contracts and licensing arrangements, the completion or termination of such contracts and arrangements, the timing and amounts of milestone payments, and the timing of regulatory approvals of products. The following table summarizes the Company's sales of its commercialized products as a percentage of total product sales for the periods indicated: 9 Three Months Ended March 31, ------------------------ 1999 1998 ----- ----- Oxandrin................................. 42.4% 59.3% Bio-Tropin............................... 31.7 27.4 BioLon................................... 14.6 9.5 Delatestryl.............................. 9.9 1.4 Other.................................... 1.4 2.4 ------ ------ Total............................. 100.0% 100.0% ====== ====== The Company believes that its product mix will change significantly as it continues to focus on: (i) increasing market penetration of its existing products; (ii) expanding into new markets; and (iii) commercializing additional products. As previously announced, as a result of a slowing in the rate of increase of Oxandrin prescriptions, Olsten Health Services, Inc., BTG's distributor for Oxandrin, has decided to adjust future purchases to effect an adjustment in inventory. The timing and magnitude of the adjustment are the subject of ongoing discussions between Olsten and BTG, and will depend in large part on end-user demand for Oxandrin. As a result, purchases of Oxandrin by Olsten are expected to be lower than in 1998. The Company expects during 1999 to introduce Oxandrin to promote weight gain in patients with involuntary weight loss and pressure ulcers. Successful penetration of this new market could lead to a more rapid rate of Oxandrin prescription growth. The following table summarizes the Company's U.S. and international product sales as a percentage of total product sales for the period indicated: Three Months Ended March 31, ---------------------- 1999 1998 ----- ---- United States..................... 51.9% 60.5% International..................... 48.1 39.5 ------ ------ Total...................... 100.0% 100.0% ====== ====== Comparison of Three Months Ended March 31, 1999 and March 31, 1998 Revenues. Total revenues increased 16% in the first quarter of 1999 to $20,228,000 from $17,440,000 in the first quarter of 1998. Product sales slightly increased by $131,000, or 1%, in the first quarter of 1999 from the comparable prior period, as increased sales of human growth hormone ("hGH"), BioLon and Delatestryl to BTG's distributors were almost entirely offset by decreased sales of Oxandrin. Oxandrin sales to Olsten Corporation ("Olsten"), the Company's wholesale and retail distributor of Oxandrin in the United States, decreased $2,602,000, or 28%, in the first quarter of 1999 compared to the first quarter of 1998. The decrease in sales to Olsten was due to Olsten's change in policy to reduce the amount of Oxandrin inventory it carries; however, end-user sales of Oxandrin by Olsten increased in the first quarter of 1999 compared to the first quarter of 1998 as well as the fourth quarter of 1998. Product sales of hGH, 10 BioLon and Delatestryl increased $712,000, $812,000 and $1,355,000 or 17%, 54% and 639%, respectively. The increase in sales of hGH were primarily due to increased sales in Japan resulting from Sumitomo Pharmaceutical Co., Ltd. commencing distribution of the Company's hGH in Japan in January 1999. The increase in sales of Delatestryl, which is also distributed on behalf of the Company by Olsten, is primarily the result of the U.S. Food and Drug Administration stopping production of a competing injectable testosterone product currently used to treat men with hypogonadism (testosterone deficiency). Contract fees and other revenues are primarily generated from licensing and distribution arrangements and partial research and development funding by the Chief Scientist of the State of Israel. Contract fees represented approximately 14% of total revenues in the first quarter of 1999 compared to 6% in the first quarter of 1998. Of the contract fees earned in the first quarter of 1999, $2,596,000, or 89% of total contract fees, was earned in respect of Insulin and $175,000, or 6% of total contract fees, was earned in respect of the Company's Vitamin D Silkis product. Of the contract fees earned in the three months ended March 31, 1998, $500,000, or 50% of total contract fees, was earned in respect of the license of distribution rights for BioLon in the United States and $400,000, or 40% of total contract fees, was earned in respect of the Company's hepatitis-B vaccine. Interest income increased $408,000, or 74%, over the comparable prior period primarily as a result of increased cash balances (including short-term investments) resulting mainly from exercise of warrants (which expired December 31, 1998) and options and cash flow from operations subsequent to March 31, 1998. Research and Development Expense. Research and development expense decreased 12% in the first quarter of 1999 to $4,618,000 from $5,256,000 in the first quarter of 1998. The greater research and development expenditures in the three month ended March 31, 1998 is mainly attributable to the Company's Phase III clinical trial for its superoxide dismutase product. The Phase III clinical trial, which was terminated in the second quarter of 1998, is now being continued as a Phase II trial. Cost of Product Sales. Cost of product sales decreased $264,000, or 10%, in the first quarter of 1999 to $2,254,000 from $2,518,000 in the first quarter of 1998. Cost of product sales as a percentage of product sales decreased to 14.2% as compared to 16.0% in the comparable period last year. Cost of product sales decreased, both in absolute terms and as a percentage of revenues, primarily as a result of increased sales of human growth hormone and manufacturing efficiencies achieved at higher volumes, principally with BioLon. Oxandrin and human growth hormone have a relatively low cost of manufacture as a percentage of product sales, while BioLon has the highest cost to manufacture as a percentage of product sales. Cost of product sales as a percentage of product sales varies from year to year and quarter to quarter depending on the quantity and mix of products sold. General and Administrative Expense. General and administrative expense increased 30% in the first quarter of 1999 to $2,664,000 versus $2,052,000 in the comparable prior period. As a percentage of revenues, general and administrative expense increased to approximately 13.2% of revenues in the first quarter of 1999 versus 11.8% of revenues in the comparable prior year period. The increase derived mainly from legal fees resulting from the reactivation in the fourth quarter of 1998 of the Company's declaratory judgment action against Genentech in respect of the Company's hGH in the United States. Marketing and Sales Expense. Marketing and sales expense increased 72% in the first quarter of 1999 to $4,559,000 from $2,647,000 for the prior year period. As a percentage of revenues, marketing and sales expense increased to approximately 22.6% from 15.2% for the first quarter of 1998. These expenses primarily related to the sales and marketing force in the United States that the Company established to promote distribution of Oxandrin in the United States. The increase was primarily due to additional marketing and sales expenses, primarily resulting from increased personnel and increased advertising, promotional and market research activities. 11 Commissions and Royalties. Commissions and royalties were $321,000 in the first quarter of 1999, as compared to $126,000 in the first quarter of 1998. These expenses consist primarily of royalties to entities from which the Company licensed certain of its products and to the Chief Scientist. Income Taxes. Provision for income taxes for the three months ended March 31, 1999 was $1,803,000, representing approximately 31% of income before income taxes as compared to $1,455,000, or 30% of income before income taxes, in the first quarter of 1997. The Company's consolidated tax rate differs from the statutory rate because of Israeli tax benefits, research and experimental tax credits and similar items which reduce the tax rate. Earnings per Common Share. The Company had approximately 4.6 million and 1.7 million additional basic and diluted weighted average shares outstanding for the three month period ended March 31, 1999, as compared to the same period in 1998, respectively. The increased number of basic shares was primarily the result of the issuance, subsequent to March 31, 1998, of approximately 3,146,000 shares upon the exercise of warrants that expired on December 31, 1998. The increase in the number of diluted shares was the result of the increased number of shares outstanding, partially offset by fewer outstanding options being considered common equivalent shares because their exercise price was above the average fair market value of the Common Stock for the first quarter of 1999, which average fair market value was lower than in the first quarter of 1998. LIQUIDITY AND CAPITAL RESOURCES The Company's working capital at March 31, 1999 was $114,772,000 as compared to $110,359,000 at December 31, 1998. The cash flows of the Company have fluctuated significantly due to the impact of net income and losses, capital spending, working capital requirements, the issuance of Common Stock and other financing activities. The Company expects that cash flow in the near future will be primarily determined by the levels of net income and financings, if any, undertaken by the Company. Net cash decreased by $1,690,000 and $6,039,000 in the three months ended March 31, 1999 and 1998, respectively; however, short-term investments increased $25,696,000 and $10,141,000, respectively, in these periods. Net cash provided by (used in) operating activities was $24,612,000 and $(14,000) in the three months ended March 31, 1999 and 1998, respectively. Net income was $4,006,000 and $3,365,000 in the same periods, respectively. In the three months ended March 31, 1999, net cash provided by operating activities was greater than net income primarily because of changes in receivables of $19,636,000, deferred income taxes of $1,455,000 and depreciation and amortization of $825,000 partially offset by changes in prepaid expenses and other assets of $1,150,000. The decrease in accounts receivable is primarily attributable to the decrease in accounts receivable-other consisting of proceeds due from the exercise of warrants that expired on December 31, 1998, which proceeds were received in January 1999. In the three months ended March 31, 1998, net cash provided by operating activities was less than net income, primarily because of an increase in accounts receivable and other and inventory of $5,644,000 and $571,000, respectively, and a decrease in accounts payable of $387,000, partially offset by an increase in other current liabilities of $1,184,000, deferred income taxes of $1,427,000 and depreciation and amortization of $714,000. Net cash used in investing activities was $26,971,000 and $10,362,000 in the three months ended March 31, 1999 and 1998, respectively. Net cash used in investing activities included capital expenditures of $588,000 and $310,000 in these periods, respectively, primarily for laboratory and manufacturing equipment. The remainder of the net cash used in investing activities was primarily for purchases and sales of short-term investments. 12 Net cash provided by financing activities was $699,000 and $4,337,000 in the three months ended March 31, 1999 and 1998, respectively, which are net proceeds from issuances of Common Stock, primarily as a result of exercise of stock options. The Company has agreed to purchase a manufacturing facility in Israel for approximately $6.5 million. The Company will initially locate its production activities for Bio-Hep-B and Fibrimage at this new facility, and will thereafter move the remainder of its production activities to this facility. The Company expects the initial production facility will be ready by the end of 2000. The Company expects it will cost approximately $30 million to complete the production facility (excluding the cost of purchasing the facility). The Company maintains its funds in money market funds, commercial paper and other liquid debt instruments. The Company manages its Israeli operations with the objective of protecting against any material net financial loss in U.S. dollars from the impact of Israeli inflation and currency devaluations on its non-U.S. dollar assets and liabilities. The cost of the Company's operations in Israel, as expressed in dollars, is influenced by the extent to which any increase in the rate of inflation in Israel is not offset (or is offset on a lagging basis) by a devaluation of the Israeli Shekel in relation to the U.S. dollar. The rate of inflation (as measured by the consumer price index) was approximately 7% in 1997 and 9% in 1998, while the Shekel was devalued by approximately 9% and 18%, respectively. In the three months ended March 31, 1999 the consumer price index decreased at the rate of approximately 1% while the Shekel's value in relation to the U.S. dollar increased by approximately 3%. As a result, for those expenses linked to the Israeli Shekel, such as salaries and rent, this resulted in corresponding decreases in these costs in U.S. dollars in 1997 and 1998, but an increase in these costs in U.S. dollar terms in the first quarter of 1999. To the extent that expenses in Shekels exceed BTG's revenues in Shekels (which to date have consisted primarily of research funding from the Chief Scientist and product sales in Israel), the devaluations of Israeli currency have been and will continue to be a benefit to BTG's financial condition. However, should BTG's revenues in Shekels exceed its expenses in Shekels in any material respect, the devaluation of the Shekel will adversely affect BTG's financial condition. Further, to the extent the devaluation of the Shekel with respect to the U.S. dollar does not substantially offset the increase in the costs of local goods and services in Israel, BTG's financial results will be adversely affected as local expenses measured in U.S. dollars will increase. At March 31, 1999, intangibles, net consist of (i) $1,191,000 (net of amortization) relating to the repurchase of all rights to hGH previously licensed to The DuPont Merck Pharmaceutical Company, together with all rights to all data generated in pharmacological, toxicological and clinical studies and encompassed in the Investigational New Drug Application and New Drug Application files then pending with the U.S. Food and Drug Administration for the treatment of human growth hormone-deficient children and (ii) $322,000 (net of amortization) relating to the reacquisition of all rights to human growth hormone licensed to Smithkline Beecham. The Company is party to several proceedings relating to patents owned by it or others. The Company cannot predict the costs of such proceedings, and there can be no assurance that such costs will not be significant. Should the Company be unsuccessful in any of these proceedings, it may be unable to commercialize the products which are the subject of such proceedings in certain countries, and may be unable to produce the products in Israel, which could have a material adverse effect on the Company's revenues and results of operations. The Company believes that its remaining cash resources as of March 31, 1999, together with anticipated product sales, scheduled payments to be made to BTG under its current agreements with pharmaceutical partners, the proceeds from sales of equity and continued funding from the Chief Scientist at current levels, will be sufficient to fund the Company's current operations for the foreseeable future. There can, however, be no assurance that product sales will occur as anticipated, that scheduled payments will be 13 made by third parties, that current agreements will not be canceled, that the Chief Scientist will continue to provide funding at current levels, or that unanticipated events requiring the expenditure of funds will not occur. The satisfaction of the Company's future cash requirements will depend in large part on the status of commercialization of the Company's products, the Company's ability to enter into additional research and development and licensing arrangements, and the Company's ability to obtain additional equity investments, if necessary. There can be no assurance that the Company will be able to obtain additional funds or, if such funds are available, that such funding will be on favorable terms. YEAR 2000 The Company uses and relies on a variety of information technologies, computer systems and scientific and manufacturing equipment containing computer-related components (such as programmable logic controllers and other embedded systems). Certain of the Company's computer systems and equipment use two digit fields rather than four digit fields to define the applicable year. As a result, such systems may not be able to distinguish between dates in the 20th century and the 21st century. This could cause system or equipment shutdowns, failures or miscalculations resulting in inaccuracies in computer output or disruptions of operations, including inaccurate processing of financial information and/or temporary inabilities to process transactions, manufacture products or engage in normal business activities. The Company has conducted an evaluation of the actions necessary to ensure that its business critical computer systems and equipment will be able to function without disruption with respect to the application of dating systems in the Year 2000. This evaluation was completed by the end of 1998, following which the Company upgraded, replaced and tested its computer systems and equipment so as to be able to operate without disruption due to Year 2000 issues. The Company expects to complete all its remediation efforts before the end of 1999. However, there can be no assurance that any required remedial actions will be able to be completed on a timely basis. If the Company is unable to complete its remedial actions in the necessary time frame, contingency plans will be developed to address those business critical systems which may not be Year 2000 compliant. In addition to risks associated with the Company's own computer systems and equipment, the Company has relationships with, and is to varying degrees dependent upon, a number of third parties that provide goods, services and information to the Company. These include contract manufacturers, suppliers, licensees, vendors, research partners and financial institutions. If any of these third parties experience failures in their computer systems or equipment due to Year 2000 non-compliance, which systems and equipment are outside the control of the Company, it could affect the Company's ability to manufacture products or engage in normal business activities. The Company has made contact with all of its significant customers, suppliers, vendors and partners to determine the extent to which the Company is vulnerable to their failures and to ascertain their Year 2000 compliance and risk. Based on these responses, the Company believes that its significant customers, suppliers, vendors and partners will be Year 2000 compliant. The total cost of the Year 2000 systems evaluation and remediation is being funded through operating cash flows and the Company is expensing these costs. While the total cost to obtain Year 2000 compliance is not known at this time, the Company currently expects the cost to be less than $100,000, of which approximately [$25,000] has been expended through March 31, 1999. The actual cost, however, could exceed this estimate. The Company believes that such cost will not have a material effect on the Company's financial position, results of operations or cash flows. 14 PART II. OTHER INFORMATION Item 5. Other Information In March 1999, Solchem Italiana, S.p.A. ("Solchem") filed a declaratory judgment action in Federal court seeking a determination that it was not an affiliate of Societa Prodottie Antibiotici, S.p.A. ("SPA") at the time BTG contracted with SPA to be an alternative supplier of oxandrolone, and therefore is not bound by the exclusivity provisions of the supply agreement, which require SPA and its affiliates to supply oxandrolone exclusively to BTG in the United States. The Company believes it has meritorious defenses to this action, and intends to defend it vigorously. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Reports on Form 8-K: 10.1 Employment Agreement dated as of April 27, 1999, by and between Bio-Technology General Corp. and Virgil Thompson. 10.2 Employment Agreement dated as of April 27, 1999, by and among Bio-Technology General Corp., Bio-Technology General (Israel) Ltd. and Eli Admoni. 27 Financial Data Schedule 15 SIGNATURES Pursuant to the requirements 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. BIO-TECHNOLOGY GENERAL CORP. ---------------------------- (Registrant) By: /s/ Sim Fass --------------------------- Sim Fass Chairman and Chief Executive Officer, Principal Executive Officer /s/ Yehuda Sternlicht --------------------------- Yehuda Sternlicht Vice President-Finance and Chief Financial Officer, Principal Financial and Accounting Officer Dated: May 15, 1999 16 EX-10.1 2 EMPLOYMENT AGREEMENT-VIRGIL THOMPSON EMPLOYMENT AGREEMENT AGREEMENT made as of April 27, 1999, between BIO-TECHNOLOGY GENERAL CORP., a Delaware corporation with an office at 70 Wood Avenue South, Iselin, New Jersey 08830 (the "Company") and Virgil Thompson, residing at ________________________________________ (the "Executive"). W I T N E S S E T H : WHEREAS, the Company desires that Executive be employed to serve in a senior executive capacity with the Company, and Executive desires to be so employed by the Company, upon the terms and conditions herein set forth. NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations and covenants herein contained, the parties hereto agree as follows: 1. EMPLOYMENT. The Company hereby employs Executive and Executive hereby accepts such employment, subject to the terms and conditions herein set forth. Executive shall hold the office of President and Chief Operating Officer of the Company, reporting to the Chief Executive Officer of the Company. As long as Executive is serving as President of the Company, the Company will include Executive on management's slate of nominees for election as a director of the Company. 2. TERM. The initial term of employment under this Agreement shall begin on May 3, 1999 (the "Employment Date") and shall continue for a period of two (2) years from that date, subject to prior termination in accordance with the terms hereof. Thereafter, this Agreement shall automatically be renewed for successive two-year terms unless either party shall give the other ninety (90) days prior written notice of its intent not to renew this Agreement. 3. COMPENSATION. As compensation for the employment services to be rendered by Executive hereunder, including all services as an officer or director of the Company and any of its subsidiaries, the Company agrees to pay, or cause to be paid, to Executive, and Executive agrees to accept, an initial annual salary of $320,000, payable in equal installments in accordance with Company practice. Executive's annual salary hereunder for the remaining years of employment shall be determined by -1- the Board of Directors of the Company in its sole discretion; provided, however, that Executive's salary shall be increased each year (on the date of the annual meeting of the Board of Directors of the Company), commencing with the 2000 annual meeting of the Board of Directors, by at least six percent (6%). In addition, Executive shall be entitled to bonuses from time to time in such amounts as may be determined by the Board of Directors of the Company in its sole discretion. Such bonus may be paid, in the sole discretion of the Board of Directors, in cash, shares of the Company's Common Stock, or a combination thereof. 4. EXPENSES. The Company shall pay or reimburse Executive, upon presentment of suitable vouchers, for all reasonable business and travel expenses which may be incurred or paid by Executive in connection with his employment hereunder. Executive shall comply with such restrictions and shall keep such records as the Company may deem necessary to meet the requirements of the Internal Revenue Code of 1986, as amended from time to time, and regulations promulgated thereunder. 5. OTHER BENEFITS. Executive shall be entitled to a vacation allowance of five (5) weeks per annum and to participate in and receive any other benefits customarily provided by the Company to its senior management personnel (including any profit sharing, pension, short and long-term disability insurance, hospital, major medical insurance and group life insurance plans in accordance with the terms of such plans) and including stock option and/or stock purchase plans, all as determined from time to time by the Board of Directors of the Company. Unused annual vacations in excess of one week may not be carried over to other years without the consent of the Chief Executive Officer of the Company. The Company shall also provide Executive with a leased company car. 6. STOCK OPTIONS. (a) The Compensation and Stock Option Committee of the Board of Directors (the "Committee") has approved the grant to Executive of a stock option (which shall be an incentive stock option to the extent permitted by law), to purchase 200,000 shares of the Company's Common Stock (the "Options"), at an exercise price per share equal to the fair market value of the Company's Common Stock on the Employment Date, such Options to become exercisable as to 50,000 shares on the first anniversary date of the Employment Date and as to an additional 50,000 shares on each successive anniversary date of the Employment Date. (b) Any future grant of stock options shall be subject to such terms as the Committee in its sole discretion shall specify at the time of grant. -2- 7. DUTIES. (a) Executive shall have day-to-day responsibility for the operations of the Company (other than the operations of Bio-Technology General (Israel) Ltd., QA/QC matters, legal matters and business development, which shall be the responsibility of the Company's Chief Executive Officer). Although business development shall be the responsibility of the Company's Chief Executive Officer, the parties acknowledge that Executive will be involved in, and have input with respect to, commercial and business development activities. In addition, Executive shall perform such other duties and functions as the Chief Executive Officer of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to, the direction of the Board of Directors of the Company. If Executive shall be elected or appointed as a director of the Company or any of its subsidiaries during the term of this Agreement, he will serve in such capacity without further compensation. (b) Executive agrees to devote his entire working time, attention and energies to the performance of the business of the Company and of any of its subsidiaries by which he may be employed; and Executive shall not, directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if non-interfering, may be, in the reasonable determination of the Board of Directors of the Company in its sole discretion, inimical, or contrary, to the best interests of the Company, except that Executive shall be permitted to (i) remain on the Board of Directors of Aradigm Corporation and Cypros Pharmaceuticals as long as such companies are not competitors of the Company and the performance of his duties as a director does not unreasonably interfere with the performance of his duties hereunder; (ii) complete transitionary duties for Cytel Corporation as a consultant through July 31, 1999; and (iii) pursue such other duties or pursuits specifically authorized by the Company's Board of Directors. (c) All fees, compensation or commissions received by Executive during the term of this Agreement for personal services (including, but not limited to, commissions and compensation received as a fiduciary or a director, and fees for lecturing and teaching) rendered at the request of the Company shall be paid to the Company when received by Executive, except those fees that the Company's Board of Directors determines may be kept by Executive. This provision shall not be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. 8. TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive's employment hereunder may be terminated at any time upon written notice from the Company to Executive: -3- (i) upon the determination by the Board of Directors of the Company that Executive's performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) upon thirty (30) days' prior written notice to Executive; or (ii) upon the determination by the Board of Directors of the Company that there is justifiable cause (as hereinafter defined) for such termination upon ten (10) days' prior written notice to Executive. (b) Executive's employment shall terminate upon: (i) the death of Executive; or (ii) the "disability" of Executive (as hereinafter defined pursuant to subsection (c) herein) pursuant to subsection (f) hereof. (c) For the purposes of this Agreement, the term "disability" shall mean the inability of Executive, due to illness, accident or any other physical or mental incapacity, substantially to perform his duties in a normal manner for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement as reasonably determined by the Board of Directors of the Company after examination of Executive by an independent physician reasonably acceptable to Executive. (d) For the purposes hereof, the term "justifiable cause" shall mean and be limited to: any willful breach by Executive of the performance of any of his duties pursuant to this Agreement; Executive's conviction (which, through lapse of time or otherwise, is not subject to appeal) of any crime or offense involving money or other property of the Company or its subsidiaries or which constitutes a felony in the jurisdiction involved; Executive's performance of any act or his failure to act, for which it is determined by independent counsel retained by the Board of Directors and reasonably acceptable to Executive (which may be counsel for the Company), after due inquiry in which Executive is given the opportunity to be heard, that if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries, or which would constitute a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation other than the Company, its subsidiaries and its and their directors, officers and employees, of any confidential information or trade secret of the Company or any of its subsidiaries; any attempt by Executive to secure any improper personal profit in connection with the business of the Company or any of its subsidiaries; the failure by Executive to devote his full time to the affairs of the Company and its subsidiaries; the engaging by Executive in any business other than the business of the Company and its subsidiaries which interferes with the performance of his duties hereunder where such conduct shall not have ceased or offense been cured within thirty (30) days following written warning from the Company; or Executive's repeated -4- and willful failure to follow the instructions of the Board of Directors or the Chief Executive Officer of the Company (other than instructions which are illegal or improper) where such conduct shall not have ceased or offense been cured within thirty (30) days following written warning from the Company. Upon termination of Executive's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive's annual salary and vacation benefits as has been accrued through the date of his termination of employment and reimbursement of expenses pursuant to Section 4 hereof. (e) If Executive shall die during the term of his employment hereunder, this Agreement shall terminate immediately. In such event, the estate of Executive shall thereupon be entitled to receive such portion of Executive's annual salary and vacation benefits as has been accrued through the date of his death and such bonus, if any, as the Board of Directors of the Company in its sole discretion may determine to award taking into account Executive's contributions to the Company prior to his death. If Executive's death shall occur while he is on Company business, the estate of Executive shall be entitled to receive, in addition to the other amounts set forth in this subsection (e), an amount equal to one-half his then annual salary. (f) Upon Executive's "disability", the Company shall have the right to terminate Executive's employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his compensation as provided herein until the termination of his employment for disability. Any termination pursuant to this subsection (f) shall be effective on the date thirty (30) days after which Executive shall have received written notice of the Company's election to terminate. (g) Notwithstanding any provision to the contrary contained herein, in the event that Executive's employment is terminated by the Company at any time for any reason other than justifiable cause, disability or death, or in the event the Company shall fail to renew this Agreement or terminate Executive's employment without justifiable cause at any time within two years following the effective date of a Change in Control of the Company, the Company shall pay to Executive, in full satisfaction and in lieu of any and all other payments due and owing to Executive under the terms of this Agreement (other than any payments constituting reimbursement of expenses pursuant to Section 4 hereof), a severance payment in an amount equal to the greater of (i) one (1) year's salary plus Executive's most recent bonus, if any, or (ii) the product of one (1) month's salary plus 1/12 of Executive's most recently declared bonus multiplied by the number of years Executive has been employed by the Company, payable bi-weekly in equal installments. In addition, upon a termination of Executive's employment for any reason other than justifiable cause, disability or death, fifty percent (50%) of the Options granted pursuant to Section 6(a) hereof which are not then exercisable shall immediately become exercisable. As used in this Agreement, a "Change in Control of the Company" shall be deemed to occur if (i) there shall be consummated (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities -5- or other property, other than a merger of the Company in which the holders of the Company's Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (ii) the stockholders of the Company shall approve any plan or proposal for liquidation or dissolution of the Company, or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 40% or more of the Company's outstanding Common Stock other than pursuant to a plan or arrangement entered into by such person and the Company, or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board of Directors of the Company shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. (h) Executive may terminate his employment at any time upon thirty (30) days' prior written notice to the Company. Upon Executive's termination of his employment hereunder, this Agreement (other than Sections 8, 10, 11, 12 and 13, which shall survive) shall terminate immediately. In such event, Executive shall be entitled to receive such portion of Executive's annual salary and vacation benefits as has been accrued to date. Executive shall be entitled to reimbursement of expenses pursuant to Section 4 hereof and to participate in the Company's benefit plans to the extent participation by former employees is required by law or permitted by such plans, with the expense of such participation to be as specified in such plans for former employees. 9. REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE. (a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or under standings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder or requiring him to perform employment, consulting, business related or similar duties for any other person. Notwithstanding the foregoing, the Company agrees that Executive may act as a consultant to Cytel Corporation to assist in certain transitionary duties until no later than July 31, 1999. (b) Executive agrees to submit to a medical examination and to cooperate and supply such other information and documents as may be required by any insurance company in connection with the Company's obtaining life insurance on the life of Executive, and any other type of insurance or fringe benefit as the Company shall determine from time to time to obtain. -6- 10. NON-COMPETITION. (a) Executive agrees that during his employment by the Company and for a period of one (1) year following the termination of Executive's employment hereunder, other than by reason of the Company's election not to renew this Agreement (the "Non-Competitive Period"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any products or services or proposed products or services which are competitive with products or services of the Company or any of its subsidiaries, in any geographic area where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, directly or indirectly, request or cause any collaborative partners, universities, governmental agencies, contracting parties, suppliers or customers with whom the Company or any of its subsidiaries has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or solicit from the Company any employee of the Company. (b) If any portion of the restrictions set forth in this Section 10 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (c) Executive acknowledges that the Company conducts business on a world-wide basis, that its sales and marketing prospects are for continued expansion into world markets and that, therefore, the territorial and time limitations set forth in this Section 10 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (d) The existence of any claim or cause of action by Executive against the Company or any subsidiary shall not constitute a defense to the enforcement by the Company or any subsidiary of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. -7- 11. INVENTIONS AND DISCOVERIES. (a) Executive shall promptly and fully disclose to the Company, and with all necessary detail for a complete understanding of the same, all developments, know-how, discoveries, inventions, improvements, concepts, ideas, writings, formulae, processes and methods of a financial or other nature (whether copyrightable, patentable or otherwise) made, received, conceived, acquired or written during working hours, or otherwise, by Executive (whether or not at the request or upon the suggestion of the Company) during the period of his employment with, or rendering of advisory or consulting services to, the Company or any of its subsidiaries, solely or jointly with others, in or relating to any activities of the Company or its subsidiaries known to him as a consequence of his employment or the rendering of advisory and consulting services hereunder (collectively the "Subject Matter"). (b) Executive hereby assigns and transfers, and agrees to assign and transfer, to the Company, all his rights, title and interest in and to the Subject Matter, and Executive further agrees to deliver to the Company any and all drawings, notes, specifications and data relating to the Subject Matter, and to execute, acknowledge and deliver all such further papers, including applications for copyrights or patents, as may be necessary to obtain copyrights and patents for any thereof in any and all countries and to vest title thereto to the Company. Executive shall assist the Company in obtaining such copyrights or patents during the term of this Agreement, and any time thereafter on reasonable notice and at mutually convenient times, and Executive agrees to testify in any prosecution or litigation involving any of the Subject Matter; provided, however, that Executive shall be compensated in a timely manner at the rate of $100.00 per hour (with a minimum of $500.00 per day), plus out-of-pocket expenses incurred in rendering such assistance or giving or preparing to give such testimony if it is required after termination of his employment hereunder. 12. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. (a) Executive shall not, during the term of this Agreement, or at any time following termination of this Agreement, directly or indirectly, disclose, permit to be known or make accessible (other than as is required in the regular course of his duties or is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors of the Company), to any person, firm or corporation, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries, the directors of the Company or its subsidiaries, any client of the Company or any of its subsidiaries, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade -8- secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers and others, marketing or dealership arrangements, servicing and training programs and arrangements, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information which thereafter becomes publicly available other than pursuant to a breach of this Section 12(a) by Executive. (b) All information and documents relating to the Company and its affiliates as hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof, then in Executive's possession or control shall be returned and left with the Company. 13. SPECIFIC PERFORMANCE. Executive agrees that if he breaches, or threatens to commit a breach of, any of the provisions of Sections 10, 11 or 12 (the "Restrictive Covenants"), the Company shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company under law and in equity, the right to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive of his right to contest whether a breach or threatened breach of any Restrictive Covenant has occurred. 14. AMENDMENT OR ALTERATION. No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of New Jersey applicable to agreements made and to be performed therein. -9- 16. SEVERABILITY. The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. 17. NOTICES. Any notices required or permitted to be given hereunder shall be sufficient if in writing, and if delivered by hand, or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may from time to time designate in writing to the other, and shall be deemed given as of the date of the delivery or mailing. 18. WAIVER OR BREACH. It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party. 19. ENTIRE AGREEMENT AND BINDING EFFECT. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns. Notwithstanding the foregoing, all prior agreements between Executive and the Company relating to the confidentiality of information, trade secrets, patents and stock options shall not be affected by this Agreement. 20. SURVIVAL. The termination of Executive's employment hereunder or the expiration of this Agreement shall not affect the enforceability of Sections 8, 10, 11, 12 and 13 hereof. 21. FURTHER ASSURANCES. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. -10- 22. HEADINGS. The Section headings appearing in this Agreement are for the purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, demand or affect its provisions. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. BIO-TECHNOLOGY GENERAL CORP. By: /s/ Sim Fass ------------------------------ /s/ Virgil Thompson ---------------------------------- Virgil Thompson -11- EX-10.2 3 ELI ADMONI EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT AGREEMENT made as of April 27, 1999, among BIO-TECHNOLOGY GENERAL CORP., a Delaware corporation with an office at 70 Wood Avenue South, Iselin, New Jersey 08830 ("BTG"), BIO-TECHNOLOGY GENERAL (ISRAEL) LTD., an Israeli corporation and a wholly-owned subsidiary of BTG having an office at Kiryat Weizmann, Rehovot, Israel 76326 ("BTG-ISRAEL" and, together with BTG, the "Company") and Eli Admoni, residing at 10 Hapartizanim Street, Petah-Tikva, 49552, Israel (the "Executive"). W I T N E S S E T H : WHEREAS, the Company desires that Executive be employed to serve in a senior executive capacity with the Company, and Executive desires to be so employed by the Company, upon the terms and conditions herein set forth. NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations and covenants herein contained, the parties hereto agree as follows: 1. EMPLOYMENT. The Company hereby employs Executive and Executive hereby accepts such employment, subject to the terms and conditions herein set forth. Executive shall hold the office of Senior Vice President of BTG and President of BTG-Israel reporting to the Chief Executive Officer of BTG. 2. TERM. The initial term of employment under this Agreement shall begin on the date hereof (the "Employment Date") and shall continue for a period of two (2) years from that date, subject to prior termination in accordance with the terms hereof. Thereafter, this Agreement shall automatically be renewed for successive two-year terms unless either party shall give the other ninety (90) days prior written notice of its intent not to renew this Agreement. 3. COMPENSATION. As compensation for the employment services to be rendered by Executive hereunder, including all services as an officer or director of the Company and any of its subsidiaries, the Company agrees to pay, or cause to be paid, to Executive, and Executive agrees to accept, payable in equal installments in accordance with Company practice, an initial annual salary of $250,000. Executive's annual salary hereunder for the remaining years of employment shall be determined by the Board of Directors of BTG in its sole discretion; provided, however, that Executive's salary shall be increased each year (on the date of the annual meeting of the Board of Directors of BTG), commencing with the 2000 annual meeting of the BTG Board of Directors, by at least six percent (6%). In addition, Executive shall be entitled to bonuses from time to time in such amounts as may be determined by the Board of Directors of BTG in its sole discretion. Such bonus may be paid, in the sole discretion of the Board of Directors, in cash, shares of BTG Common Stock, options to purchase shares of BTG Common Stock or any combination thereof. 4. EXPENSES. The Company shall pay or reimburse Executive, upon presentment of suitable vouchers, for all reasonable business and travel expenses which may be incurred or paid by Executive in connection with his employment hereunder, including without limitation telephone and facsimile expenses at his home. Executive shall comply with such restrictions and shall keep such records as the Company may deem necessary, as set forth in its written policies. 5. OTHER BENEFITS. Executive shall be entitled to such vacations (which shall be at least four weeks per annum) and to participate in and receive any other benefits customarily provided by the Company to its senior management personnel (including any profit sharing, pension, short and long-term disability insurance, hospital, major medical insurance and group life insurance plans in accordance with the terms of such plans) and including stock option and/or stock purchase plans, all as determined from time to time by the Board of Directors of BTG. Unused annual vacations in excess of one week may not be carried over to other years without the consent of the Chief Executive Officer of BTG. BTG-Israel shall provide Executive with a company car and the other benefits provided Israeli employees by BTG-Israel. In addition, BTG-Israel shall reimburse to Executive all income taxes paid by Executive in respect of BTG-Israel providing Executive with a company car and reimbursing Executive for his telephone and facsimile expenses at his home. 6. STOCK OPTIONS. (a) The Company will recommend to the Compensation and Stock Option Committee of the BTG Board of Directors (the "Committee") that Executive be granted a non-qualified stock option, pursuant to a non-qualified stock option agreement substantially in the form of Exhibit 6(a) hereto, to purchase 100,000 shares of BTG Common Stock (the "Options"), at an exercise price per share equal to the fair market value of BTG Common Stock on the date of grant, such Options to become exercisable as to 25,000 shares on the first anniversary date of this -2- Agreement and as to an additional 25,000 shares on each successive anniversary date of this Agreement. (b) Any future grant of stock options shall be subject to such terms as the Committee in its sole discretion shall specify at the time of grant. 7. DUTIES. (a) Executive shall be responsible for the overall management of BTG-Israel, shall assist in acquisitions and commercial activities and perform such other duties and functions as the Chief Executive Officer of BTG shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to, the direction of the Board of Directors of BTG. If Executive shall be elected or appointed as a director of BTG or BTG-Israel during the term of this Agreement, he will serve in such capacity without further compensation. Executive shall, without further compensation, serve as an executive officer and director of any other subsidiary of the Company (collectively the "subsidiary" or "subsidiaries") specified by the Chief Executive Officer of BTG and, in the performance of such duties, Executive shall comply with the policies of the Board of Directors of each such subsidiary. (b) Executive agrees to devote his entire working time, attention and energies to the performance of the business of the Company and of any of its subsidiaries by which he may be employed; and Executive shall not, directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if non-interfering, may be, in the reasonable determination of the Board of Directors of BTG in its sole discretion, inimical, or contrary, to the best interests of the Company, except those duties or pursuits specifically authorized by the BTG Board of Directors. Notwithstanding the foregoing, Executive may remain as a director of Kupat Holim Health Services, Dolev Insurance Corporation and Magor Holdings as long as such services do not unreasonably interfere or conflict with Executive's performance of his duties hereunder. (c) All fees, compensation or commissions received by Executive during the term of this Agreement for personal services (including, but not limited to, commissions and compensation received as a fiduciary or a director, and fees for lecturing and teaching) rendered at the request of the Company shall be paid to the Company when received by Executive, except those fees that the BTG Board of Directors determines may be kept by Executive. This provision shall not be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. -3- 8. TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive's employment hereunder may be terminated at any time upon written notice from BTG to Executive: (i) upon the determination by the Board of Directors of BTG that Executive's performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) upon thirty (30) days' prior written notice to Executive; or (ii) upon the determination by the Board of Directors of BTG that there is justifiable cause (as hereinafter defined) for such termination upon ten (10) days' prior written notice to Executive. (b) Executive's employment shall terminate upon: (i) the death of Executive; or (ii) the "disability" of Executive (as hereinafter defined pursuant to subsection (c) herein) pursuant to subsection (f) hereof. (c) For the purposes of this Agreement, the term "disability" shall mean the inability of Executive, due to illness, accident or any other physical or mental incapacity, substantially to perform his duties in a normal manner for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement as reasonably determined by the Board of Directors of BTG after examination of Executive by an independent physician reasonably acceptable to Executive. (d) For the purposes hereof, the term "justifiable cause" shall mean and be limited to: any willful breach by Executive of the performance of any of his duties pursuant to this Agreement; Executive's conviction (which, through lapse of time or otherwise, is not subject to appeal) of any crime or offense involving money or other property of the Company or its subsidiaries or which constitutes a felony in the jurisdiction involved; Executive's performance of any act or his failure to act, for which it is determined by independent counsel retained by the Board (which may be counsel for the Company), after due inquiry in which Executive is given the opportunity to be heard, that if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries, or which would constitute a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation other than the Company, its subsidiaries and its and their directors, officers and employees, of any confidential information or trade secret of the Company or any of its subsidiaries; any attempt by Executive to secure any improper personal profit in connection with the business of the Company -4- or any of its subsidiaries; the failure by Executive to devote his full time to the affairs of the Company and its subsidiaries; Executive's pursuit of activities which in the reasonable determination of the Board of Directors of BTG are inimical, or contrary, to the best interests of the Company; the engaging by Executive in any business other than the business of the Company and its subsidiaries which interferes with the performance of his duties hereunder; or Executive's repeated and willful failure to follow the instructions of the Board of Directors or the Chief Executive Officer of BTG (other than instructions which are illegal or improper) where such conduct shall not have ceased or offense cured within 30 days following written warning from the Company. Upon termination of Executive's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive's annual salary as has been accrued through the date of his termination of employment and reimbursement of expenses pursuant to Section 4 hereof. (e) If Executive shall die during the term of his employment hereunder, this Agreement shall terminate immediately. In such event, the estate of Executive shall thereupon be entitled to receive such portion of Executive's annual salary as has been accrued through the date of his death and such bonus, if any, as the Board of Directors of BTG in its sole discretion may determine to award taking into account Executive's contributions to the Company prior to his death. If Executive's death shall occur while he is on Company business, the estate of Executive shall be entitled to receive, in addition to the other amounts set forth in this subsection (e), an amount equal to one-half his then annual salary. (f) Upon Executive's "disability", the Company shall have the right to terminate Executive's employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his compensation as provided herein until the termination of his employment for disability. Any termination pursuant to this subsection (f) shall be effective on the date 30 days after which Executive shall have received written notice of the Company's election to terminate. (g) Notwithstanding any provision to the contrary contained herein, in the event that Executive's employment is terminated by the Company at any time for any reason other than justifiable cause, disability or death, or in the event the Company shall fail to renew this Agreement at any time within two years following the effective date of a Change in Control of BTG, the Company shall pay to Executive, in full satisfaction and in lieu of any and all other payments due and owing to Executive under the terms of this Agreement (other than any payments constituting reimbursement of expenses pursuant to Section 4 hereof), an amount equal to the greater of (i) one year's salary plus Executive's most recent bonus, if any, or (ii) the product of one month's salary plus 1/12 of Executive's most recently declared bonus multiplied by the number of years Executive has been employed by the Company; provided, however, that if Executive's employment is terminated by the Company for any reason other than justifiable cause, death or disability prior to the first anniversary of the Employment Date, then the Company shall continue to pay to Executive all amounts due him under this Agreement until the second anniversary of the Employment Date. -5- As used in this Agreement, a "Change in Control of BTG" shall be deemed to occur if (i) there shall be consummated (x) any consolidation or merger of BTG in which BTG is not the continuing or surviving corporation or pursuant to which shares of BTG's Common Stock would be converted into cash, securities or other property, other than a merger of BTG in which the holders of BTG Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of BTG, or (ii) the stockholders of BTG shall approve any plan or proposal for liquidation or dissolution of BTG, or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 40% or more of BTG's outstanding Common Stock other than pursuant to a plan or arrangement entered into by such person and BTG, or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board of Directors of BTG shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by BTG's stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. (h) Executive may terminate his employment at any time upon 30 days' prior written notice to the Company. Upon Executive's termination of his employment hereunder, this Agreement (other than Sections 8, 10, 11, 12 and 13, which shall survive) shall terminate immediately. In such event, Executive shall be entitled to receive such portion of Executive's annual salary as has been accrued to date. Executive shall be entitled to reimbursement of expenses pursuant to Section 4 hereof and to participate in the Company's benefit plans to the extent participation by former employees is required by law or permitted by such plans, with the expense of such participation to be as specified in such plans for former employees. (i) Upon termination of Executive's employment for any reason other than justifiable cause, Executive shall be entitled to all funds contributed by BTG-ISRAEL on his behalf for "directors insurance" and Keren Hishtalmut. 9. REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE. (a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or under standings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder or requiring him to perform employment, consulting, business related or similar duties for any other person. (b) Executive agrees to submit to a medical examination and to cooperate and supply such other information and documents as may be required by any insurance company in connection -6- with the Company's obtaining life insurance on the life of Executive, and any other type of insurance or fringe benefit as the Company shall determine from time to time to obtain. 10. NON-COMPETITION. (a) Executive agrees that during his employment by the Company and for a period of one (1) year following the termination of Executive's employment hereunder, other than by reason of the Company's election not to renew this Agreement (the "Non-Competitive Period"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company or any of its subsidiaries, in any geographic area where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, directly or indirectly, request or cause any collaborative partners, universities, governmental agencies, contracting parties, suppliers or customers with whom the Company or any of its subsidiaries has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or solicit, interfere with or entice from the Company any employee (or former employee) of the Company. (b) If any portion of the restrictions set forth in this Section 10 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (c) Executive acknowledges that the Company conducts business on a world-wide basis, that its sales and marketing prospects are for continued expansion into world markets and that, therefore, the territorial and time limitations set forth in this Section 10 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (d) The existence of any claim or cause of action by Executive against the Company or any subsidiary shall not constitute a defense to the enforcement by the Company or any subsidiary of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. -7- 11. INVENTIONS AND DISCOVERIES. (a) Executive shall promptly and fully disclose to the Company, and with all necessary detail for a complete understanding of the same, all developments, know-how, discoveries, inventions, improvements, concepts, ideas, writings, formulae, processes and methods of a financial or other nature (whether copyrightable, patentable or otherwise) made, received, conceived, acquired or written during working hours, or otherwise, by Executive (whether or not at the request or upon the suggestion of the Company) during the period of his employment with, or rendering of advisory or consulting services to, the Company or any of its subsidiaries, solely or jointly with others, in or relating to any activities of the Company or its subsidiaries known to him as a consequence of his employment or the rendering of advisory and consulting services hereunder (collectively the "Subject Matter"). (b) Executive hereby assigns and transfers, and agrees to assign and transfer, to the Company, all his rights, title and interest in and to the Subject Matter, and Executive further agrees to deliver to the Company any and all drawings, notes, specifications and data relating to the Subject Matter, and to execute, acknowledge and deliver all such further papers, including applications for copyrights or patents, as may be necessary to obtain copyrights and patents for any thereof in any and all countries and to vest title thereto to the Company. Executive shall assist the Company in obtaining such copyrights or patents during the term of this Agreement, and any time thereafter on reasonable notice and at mutually convenient times, and Executive agrees to testify in any prosecution or litigation involving any of the Subject Matter; provided, however, that Executive shall be compensated in a timely manner at the rate of $100.00 per hour (with a minimum of $500 per day), plus out-of-pocket expenses incurred in rendering such assistance or giving or preparing to give such testimony if it is required after termination of his employment hereunder. 12. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. (a) Executive shall not, during the term of this Agreement, or at any time following termination of this Agreement, directly or indirectly, disclose, permit to be known or make accessible (other than as is required in the regular course of his duties or is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors of BTG), to any person, firm or corporation, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries, the directors of the Company or its subsidiaries, any client of the Company or any of its subsidiaries, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive -8- analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers and others, marketing or dealership arrangements, servicing and training programs and arrangements, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information which thereafter becomes publicly available other than pursuant to a breach of this Section 12(a) by Executive. (b) All information and documents relating to the Company and its affiliates as hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof, then in Executive's possession or control shall be returned and left with the Company. 13. SPECIFIC PERFORMANCE. Executive agrees that if he breaches, or threatens to commit a breach of, any of the provisions of Sections 10, 11 or 12 (the "Restrictive Covenants"), the Company shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company under law and in equity, the right to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive of his right to contest whether a breach or threatened breach of any Restrictive Covenant has occurred. 14. AMENDMENT OR ALTERATION. No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of New Jersey applicable to agreements made and to be performed therein. 16. REIMBURSEMENT OF EXPENSES. In the event the Company or Executive brings an action to enforce any provision of this Agreement, such action is brought in the United States and Executive is the prevailing party in such action, then, in addition to all amounts Executive is otherwise due hereunder, the Company -9- shall reimburse Executive for 50% (100% in the case of an action brought by the Company) of his reasonable out-of-pocket legal fees and expenses incurred in connection with such action. 17. SEVERABILITY. The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. 18. NOTICES. Any notices required or permitted to be given hereunder shall be sufficient if in writing, and if delivered by hand, or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may from time to time designate in writing to the other, and shall be deemed given as of the date of the delivery or mailing. 19. WAIVER OR BREACH. It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party. 20. ENTIRE AGREEMENT AND BINDING EFFECT. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns. Notwithstanding the foregoing, all prior agreements between Executive and the Company relating to the confidentiality of information, trade secrets, patents and stock options shall not be affected by this Agreement. 21. SURVIVAL. The termination of Executive's employment hereunder or the expiration of this Agreement shall not affect the enforceability of Sections 8, 10, 11, 12 and 13 hereof. 22. FURTHER ASSURANCES. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. -10- 23. HEADINGS. The Section headings appearing in this Agreement are for the purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, demand or affect its provisions. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -11- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. BIO-TECHNOLOGY GENERAL CORP. By: /s/ Sim Fass ----------------------------------- BIO-TECHNOLOGY GENERAL (ISRAEL) LTD. By: /s/ ----------------------------------- /s/ Eli Admoni --------------------------------------- Eli Admoni -12- EX-27 4 ART. 5 FDS FOR THREE MONTHS ENDED MARCH 31, 1999
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1999 MAR-31-1999 7,741 63,298 48,761 0 6,128 130,340 28,316 18,777 146,549 15,568 0 0 0 521 126,498 146,549 15,867 20,228 2,254 14,416 0 0 3 5,809 1,803 4,006 0 0 0 4,006 0.08 0.08
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