-----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, S98dbd+iklc3bqXaqC70uS4goJrlSDqGaCKhpXT9TAn0wVFGp+gDRHqKd5hYB8s+ kpSUEnYB2g2B/n9pW1gWQQ== 0000950110-96-000340.txt : 19960403 0000950110-96-000340.hdr.sgml : 19960403 ACCESSION NUMBER: 0000950110-96-000340 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960402 SROS: NASD 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-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15313 FILM NUMBER: 96543871 BUSINESS ADDRESS: STREET 1: 70 WOOD AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9086328800 MAIL ADDRESS: STREET 1: 70 WOOD AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1995 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 Number) 70 Wood Avenue South, Iselin, New Jersey 08830 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) 632-8800 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.01 par value (Title of class) Securities registered pursuant to Section 12(g) of the Act: 7 1/2% Convertible Senior Subordinated Notes Due April 15, 1997. 11% Convertible Senior Subordinated Debentures Due 2006. Warrants to Purchase Shares of Common Stock, par value $.01 per share, at a purchase price of $5.49 per Share Warrants to Purchase Shares of Common Stock, par value $.01 per share, at a purchase price of $6.00 per Share. (Title of each class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Aggregate market value of the Registrant's Common Stock held by non-affiliates at March 20, 1996 (based on the closing sale price for such shares as reported by the National Association of Securities Dealers Automated Quotation System): $246,763,098. Common Stock outstanding as of March 20, 1996: 43,682,333 shares. Documents incorporated by reference: None PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements (1) and (2) See "Index to Consolidated Financial Statements" at Item 8 of this Annual Report on Form 10-K. (3) Exhibits Certain exhibits presented below contain information that has been granted or is subject to a request for confidential treatment. Such information has been omitted from the exhibit. Exhibit Nos. 10(a), (r), (s), (t), (aa), (bb), (cc), (ff) and (ss) are management contracts, compensatory plans or arrangements. Exhibit No. Description - ----------- ----------- 3(a) Certificate of Incorporation of the Registrant, as amended. *(1) (b) By-laws of the Registrant, as amended through October 24, 1994. *(2) 10(a) Bio-Technology General Corp. Stock Option Plan, as amended through May 29, 1991.*(3) (b) Agreement, dated as of November 23, 1983, between the Company and American Cyanamid Company. *(4) (c) Agreement, dated January 25, 1981, between Bio-Technology General (Israel) Ltd. and Yeda Research and Development Co., Ltd. ("Yeda"). *(5) (d) Agreement, dated February 12, 1982, between Bio-Technology General (Israel) Ltd. and the Office of the Chief Scientist of the Ministry of Industry, Commerce and Tourism (the "Chief Scientist") (Cattle Growth Hormone). *(5) (e) Agreement, dated March 21, 1983, between Bio-Technology General (Israel) Ltd. and the Chief Scientist (Anti-depressant). *(5) (f) Letter from the Chief Scientist to Bio-Technology General (Israel) Ltd. *(5) (g) Letter from the Company to Yeda relating to bGH and hSOD. *(4) (h) Agreement, dated January 20, 1984, between Bio-Technology General (Israel) Ltd., and the Chief Scientist with regard to certain projects. *(6) (i) Agreement, dated July 9, 1984, between the Company and Yeda. *(6) (j) Agreement, dated as of January 1, 1984, between the Company and Yissum. *(7) (k) Research and Development Service Agreement, dated May 9, 1983, between the Company and Bio-Technology General (Israel) Ltd., as amended. *(7) Exhibit No. Description - ----------- ----------- (l) Indenture, dated as of February 15, 1986, between the Company and United States Trust Company of New York, as Trustee. *(8) (m) Indenture, dated as of April 15, 1987, between the Company and United States Trust Company of New York, as Trustee. *(9) (n) Supplemental Indenture, dated as of October 27, 1989 to the Indenture dated as of April 15, 1987, between the Company and United States Trust Company of New York, as Trustee. *(10) (o) Indenture, dated as of October 30, 1989, between the Company and Continental Stock Transfer and Trust Company, as Trustee, relating to the Series A 7 1/2% Senior Secured Convertible Notes due 1995 and the Series B 11% Senior Secured Convertible Notes due 1998. *(10) (p) Form of Indemnity Agreement between the Company and its directors and officers. *(11) (q) Agreement, dated November 18, 1988, between the Company and Yeda. *(12) (r) Employment Agreement, dated as of January 1, 1990, between the Company and Dr. Sim Fass.*(13) (s) Bio-Technology General Corp. Stock Compensation Plan for Outside Directors, as amended through March 1991. *(3) (t) Bio-Technology General Corp. Stock Option Plan for New Directors, as amended through March 1991. *(3) (u) Common Stock and Warrant Purchase Agreement dated as of July 20, 1990 by and among the Company and the purchasers named therein. *(14) (v) Common Stock and Warrant Purchase Agreement, dated as of May 16, 1991. *(15) (w) Reacquisition of Rights Agreement, effective June 12, 1991 between the Company and The Du Pont Merck Pharmaceutical Company. *(16) (x) Common Stock and Warrant Purchase Agreement dated August 26, 1991. *(17) (y) Common Stock and Warrant Purchase Agreement, dated December 19, 1991, among Bio-Technology General Corp. and the purchasers named therein. *(18) (z) Common Stock and Warrant Purchase Agreement, dated as of December 19, 1991, among Bio-Technology General Corp. and the non-U.S. purchasers named therein. *(18) (aa) Employment Agreement, dated as of September 5, 1990, between the Company and David Haselkorn. *(19) Exhibit No. Description - ----------- ----------- (bb) Employment Agreement, dated as of September 5, 1990, between Bio-Technology General (Israel) Ltd. and Marian Gorecki. *(19) (cc) Employment Agreement, dated as of June 1, 1992, between the Company and Nadim Kassem. *(19) (dd) Agreement, dated as of November 17, 1992, between the Company and SmithKline Beecham Intercredit B.V. *(19) (ee) Exclusive Distribution Agreement, dated as of November 9, 1992, between the Company and Ferring B.V. *(19) (ff) Bio-Technology General Corp. 1992 Stock Option Plan, as amended. *(1) (gg) Agreement and Plan of Merger, dated as of March 9, 1993, by and among the Company, BTG Acquisition Subsidiary, Inc. and Gynex Pharmaceuticals, Inc. *(20) (hh) Sales Agency Agreement, dated as of July 20, 1993, as amended as of December 31, 1993, by and among Bio-Technology General Corp., Bio-Cardia Corporation and D. Blech & Company, Incorporated. *(21) (ii) Technology License Agreement, dated as of December 31, 1993, between Bio-Technology General Corp. and Bio-Cardia Corporation. *(21) (jj) Research and Development Agreement, dated as of December 31, 1993, between Bio-Technology General Corp. and Bio-Cardia Corporation. *(21) (kk) Marketing Option Agreement, dated as of December 31, 1993, between Bio-Technology General Corp. and Bio-Cardia Corporation. *(21) (ll) Supply Agreement, dated as of December 31, 1993, between Bio-Technology General (Israel) Ltd. and Bio-Cardia Corporation. *(21) (mm) Form of Warrant to purchase shares of Bio-Technology General Corp. Common Stock. *(21) (nn) Form of Stock Purchase Option Agreement among Bio-Technology General Corp. and each stockholder of Bio-Cardia Corporation. *(21) (oo) Registration Rights Agreement, dated as of December 31, 1993, made by Bio-Technology General Corp. in favor of the Warrant holders. *(21) (pp) Exclusive Distribution Agreement, dated as of December 29, 1993, between Bio-Technology General Corp. and Novopharm Limited. *(22) (qq) Agreement, dated as of December 22, 1993, between Bio-Technology General Corp. and SmithKline Beecham Intercredit B.V. *(22) Exhibit No. Description - ----------- ----------- (rr) Employment Agreement, dated as of August 9, 1993, between Bio-Technology General Corp. and Stephen M. Simes. *(22) (ss) Employment Agreement, dated as of September 21, 1993, between Bio-Technology General Corp. and Matthew Pazaryna. *(22) (tt) Bio-Technology General Corp. Common Stock Purchase Agreement, dated as of October 4, 1994, by and between the Company and Elliott Associates, L.P. *(23) (uu) Bio-Technology General Corp. Common Stock Purchase Agreement, dated as of October 4, 1994, by and between the Company and Grace Holdings, L.P. *(23) (vv) Bio-Technology General Corp. Common Stock Purchase Agreement, dated as of October 4, 1994, by and between the Company and Momar Corporation. *(23) (ww) Bio-Technology General Corp. Common Stock Purchase Agreement, dated as of October 4, 1994, by and between the Company and WACO Partners. *(23) (xx) Purchase and Supply Agreement, dated as of December 1, 1995, between Bio-Technology General Corp. and Quantum Health Resources.+*(25) (yy) Support Services Agreement, dated as of December 1, 1995, between Bio-Technology General Corp. and Quantum Health Resources.+*(25) (zz) Amended and Restated Research and Development Services Agreement, dated as of December 28, 1995 by and between Bio-Technology General Corp. and Bio-Technology General (Israel) Ltd.*(25) (aaa) Employment Agreement, dated as of January 29, 1995 between Bio-Technology General Corp. and Ernest L. Kelly.*(25) (bbb) Agreement, dated as of December 29, 1995, by and among Bio-Technology General Corp., Bio-Cardia Corporation and Bio-Technology General (Israel) Ltd.*(25) 14(a) Patent issued by the British Patent Office. *(6) 21 Subsidiaries of the Company.*(24) 23.1 Consent of Arthur Andersen LLP. Exhibits have been included in copies of this Report filed with the Securities and Exchange Commission. Stockholders of the Company will be provided with copies of these exhibits upon written request to the Company. - ------------------- + A request for confidential treatment has been made for portions of such document. Confidential Portions have been omitted and filed separately with the Commission as required by Rule 406(b). * Previously filed with the Commission as Exhibits to, and incorporated herein by reference from, the following documents: (1) Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994. (2) Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994. (3) Company's Annual Report on Form 10-K for the year ended December 31, 1991. (4) Company's Annual Report on Form 10-K for the year ended December 31, 1983. (5) Registration Statement on Form S-1 (File No. 2-84690). (6) Registration Statement on Form S-1 (File No. 33-2597). (7) Registration Statement on Form S-2 (File No. 33-12238). (8) Company's Annual Report on Form 10-K for the year ended December 31, 1985. (9) Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1987. (10) Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1989, as amended on Form 8 dated November 15, 1989. (11) Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1987. (12) Company's Annual Report on Form 10-K for the year ended December 31, 1988. (13) Company's Annual Report on Form 10-K for the year ended December 31, 1989. (14) Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1990. (15) Report on Form 8-K dated May 16, 1991. (16) Registration Statement on Form S-3 (File No. 33-39018). (17) Registration Statement on Form S-3 (File No. 33-42583). (18) Registration Statement on Form S-3 (File No. 33-44359). (19) Company's Annual Report on Form 10-K for the year ended December 31, 1992. (20) Company's Current Report on Form 8-K dated March 9, 1993. (21) Company's Current Report on Form 8-K dated December 31, 1993. (22) Company's Annual Report on Form 10-K for the year ended December 31, 1993. (23) Company's Current Report on Form 8-K dated October 12, 1994. (24) Company's Annual Report on Form 10-K for the year ended December 31, 1994. (25) Company's Annual Report on Form 10-K for the year ended December 31, 1995. (b) Reports on Form 8-K Current Report on Form 8-K dated October 12, 1994, relating to the Company's sale of 5,142,857 shares of the Company's common stock. Current Report on Form 8-K dated December 9, 1994, relating to a restructuring of the Company's Board of Directors. (c) Exhibits See (a) (3) above. (d) Financial Statement Schedule See "Index to Consolidated Financial Statements and Supplemental Schedule" at Item 8 of this Annual Report on Form 10-K. Schedules not included herein are omitted because they are not applicable or the required information appears in the Consolidated Financial Statements or notes thereto. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Bio-Technology General Corp. By: /s/ SIM FASS ---------------------------- (Sim Fass) President and CEO April 2, 1996 EX-23 2 CONSENT OF ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independant public accountants, we hereby consent to the incorporation of our report included in this Form 10-K, into the Company's previously filed Registration Statements File Numbers 33-69870, 33-51202, 33-83904, 33-41592, 33-41598, 33-41591, 33-44359, 33-39018, 33-46628, 33-43718, 33-83902 and 33-88224. /s/ ARTHUR ANDERSON LLP New York, New York March 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----