10-K/A 1 d10ka.htm FORM 10-K/A FORM 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-K/A

Amendment No. 1

 

x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2001

 

¨ Transaction Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number 1-13616

 

AUTOIMMUNE INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   13-348-9062
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)
     
1199 Main Street, Pasadena, CA   91103
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (626) 792-1235

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Name of each Exchange on which Registered

 

None.

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common stock, $.01 par value

 

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 the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

 

On June 28, 2002, the aggregate market value of the voting stock held by non-affiliates of the registrant was $6,227,043.1 As of June 16, 2003, there were outstanding 16,919,623 shares of the registrant’s Common Stock, $0.01 par value.

 

1   Non-affiliates of the registrant include all shareholders other than directors, executive officers and holders of 5% or more of the registrant’s Common Stock.

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

 

(a)(1) Financial Statements

 

     Page

Report of Independent Accountants

   

F-2

Balance Sheet at December 31, 2000 and 2001

   

F-3

Statements of Operations for the three years ended December 31, 1999, 2000 and 2001 and for the period from inception (September 9, 1988) through December 31, 2001

   

F-4

Statement of Changes in Stockholders’ Equity for the period from inception (September 9, 1988) through December 31, 2001

   

F-5

Statements of Cash Flows for the three years ended December 31, 1999, 2000 and 2001 and for the period from inception (September 9, 1988) through December 31, 2001

   

F-6

Notes to the Financial Statements

   

F-7

 

All financial statements listed above are included in the Company’s Form 10-K for fiscal year 2001 and are omitted from this Amendment No. 1 to Form 10-K/A.

 

(a)(2) Financial Statement Schedule

 

All schedules are omitted because they are not applicable or the required information is shown in the financial statements.

 

(a)(3) Exhibits

 

Exhibit
Number
   

Exhibit Description

3.1   

—Restated Certificate of Incorporation(1)

3.2   

—By-Laws(2)

4.1   

—Specimen Common Stock Certificate(2)

4.2   

—Rights Agreement dated as of May 19, 1995(3)

10.1   

—Amended and Restated 1988 Stock Option Plan effective December 14, 1992(1)

10.2   

—Agreement, dated March 18, 1992, between AutoImmune Inc. and Schering Corporation(2)+

10.3   

—Lease Agreement, dated November 1992, between AutoImmune Inc. and Ledgemont Realty Trust(2)

10.4   

—Amended and Restated Research and Development Agreement, dated July 1, 1992, between AutoImmune Inc. and The Brigham and Women’s Hospital, Inc.(2)

10.5   

—Research Agreement, dated October 21, 1992, and Royalty Agreement, dated 1992, between AutoImmune Inc. and Joslin Diabetes Center(2)

 

2

Exhibit
Number
   

Exhibit Description

10.6     

—Research Agreement, dated July 1, 1992, Royalty Agreement, dated June 6, 1990, and Research Agreement, dated July 1990, between AutoImmune Inc. and the Beth Israel Hospital(2)

10.7     

—Cooperative Research and Development Agreement, effective July 1, 1990, among the National Eye Institute of the National Institutes of Health, The Brigham and Women’s Hospital and AutoImmune Inc.(2)

10.8     

—Retainer Agreement, dated June 1, 1992, between AutoImmune Inc. and Cato Research Ltd.(2)

10.9     

—Employment Agreement, dated April 2, 1992, between AutoImmune Inc. and Robert C. Bishop(2)

10.10   

—Amended Consulting Agreement, dated July 1992, and Amended and Restated Consulting Agreement, dated November 1988, between AutoImmune Inc. and Howard L. Weiner, M.D.(2)

10.11   

—Amended Consulting Agreement, dated July 1992, and Amended and Restated Consulting Agreement, dated November 1988, between AutoImmune Inc. and David A. Hafler, M.D.(2)

10.12   

—Consulting Agreement, dated February 1, 1989, between AutoImmune Inc. and James P. Tam, Ph.D.(2)

10.13   

—Scientific Advisory Board Agreement, dated August 5, 1992, and Consulting Service Agreement, dated August 5, 1992, between AutoImmune Inc. and Jack L. Strominger, M.D.(2)

10.14   

—Scientific Advisory Board Agreement, dated August 11, 1992, between AutoImmune Inc. and Herman N. Eisen, M.D.(2)

10.15   

—Scientific Consultant Agreement, dated July 16, 1992, between AutoImmune Inc. and Henry Oettinger, Ph.D.(2)

10.16   

—Nonemployee Director Stock Option Plan(4)

10.17   

—Employee Stock Purchase Plan(5)

10.18   

—License and Collaboration Agreement dated December 1, 1994 between AutoImmune Inc. and Eli Lilly and Company(6)+

10.19   

—First Amendment to Lease dated October 31, 1993 between AutoImmune Inc. and Ledgemont Realty Trust(7)

10.20   

—Second Amendment to Lease dated February 1, 1996 between AutoImmune Inc. and Ledgemont Realty Trust(7)

10.21   

—Third Amendment to Lease dated October 23, 1996 between AutoImmune Inc. and Ledgemont Realty Trust(8)

10.22   

—Sublease agreement dated November 1, 1997 between AutoImmune Inc. and Antigenics, LLC(8)

10.23   

—Consent to Sublease Agreement dated November 1, 1997 between AutoImmune Inc., Antigenics, LLC, and Ledgemont Realty Trust(8)

10.24   

—1998 Stock Option Plan(9)

10.25   

—Development and License Agreement dated as of December 4, 1998 between AutoImmune Inc. and Teva Pharmaceutical Industries Ltd.(10)+

10.26   

—Sublease Termination Agreement dated June 15, 1998 between AutoImmune Inc. and Antigenics, LLC (10)

 

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10.27   

—Fourth Amendment to Lease dated July 17, 1998 between AutoImmune Inc. and Ledgemont Realty Trust(10)

10.28   

—Consulting Agreement dated January 3, 2000 between AutoImmune Inc. and Robert C. Bishop, Ph.D.(11)

10.29   

—Consulting Agreement dated November 20, 1999 between AutoImmune Inc. and Heather A. Ellerkamp(11)

10.30   

—Consulting Agreement dated September 20, 1999 between AutoImmune Inc. and Fletcher Spaght, Inc.(11)

10.31   

—Letter Agreement dated January 31, 2000 between AutoImmune Inc. and Fletcher Spaght, Inc.(12)+

10.32   

—Agreement for Assignment of Patent Rights, dated effective as of January 29, 2000 among The Brigham and Women’s Hospital, Inc., AutoImmune Inc. and Neuralab Limited(12)+

10.33   

—Letter Agreement dated March 16, 2000 between AutoImmune Inc. and The Brigham and Women’s Hospital Inc.(12)+

10.34   

—Development and License Agreement dated August 1, 2000 between AutoImmune Inc. and Rycor Technology Instruments Corp.(13)++

23   

—Consent of PricewaterhouseCoopers LLP

(1)   Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 0-20948).

 

(2)   Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 33-55430).

 

(3)   Incorporated by reference to the Company’s Current Report in Form 8-K filed with the Securities and Exchange Commission on May 26, 1995 (File No. 0-20948).

 

(4)   Incorporated by reference to Appendix A to the Company’s definitive Proxy Statement dated April 6, 1994 for the Annual Meeting of Shareholders held on May 18, 1994 filed pursuant to Section 14 of the Exchange Act.

 

(5)   Incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 17, 1994 (Registration No. 33-82972).

 

(6)   Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994, as amended.

 

(7)   Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995.

 

(8)   Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.

 

(9)   Incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 3, 1998 (Registration No. 333-68309).

 

(10)   Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998.

 

(11)   Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.

 

(12)   Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

 

(13)   Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, as amended.

 

+   The Company has been granted confidential treatment of the redacted portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and has separately filed a complete copy of this exhibit with the Securities and Exchange Commission.
++   The Company has applied for confidential treatment of the redacted portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and has separately filed a complete copy of this exhibit with the Securities and Exchange Commission.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 19th day of June, 2003.

 

AUTOIMMUNE INC.

By:

  

/s/    ROBERT C. BISHOP        

   

Robert C. Bishop Ph.D.

Chairman, President and CEO

(Principal executive officer and duly

authorized officer)

 

5

CERTIFICATIONS

 

I, Robert C. Bishop, certify that:

 

1. I have reviewed this Amendment No. 1 to annual report on Form 10-K/A of AutoImmune Inc.;

 

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

a)    Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

b)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

c)    Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)    All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: June 19, 2003

      

/s/    Robert C. Bishop

           

Name:

Title:

  

Robert C. Bishop, Ph.D.

Chief Executive Officer

 

6

I, Heather A. Ellerkamp, certify that:

 

1. I have reviewed this Amendment No. 1 to annual report on Form 10-K/A of AutoImmune Inc.;

 

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

a)    Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

b)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

c)    Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)    All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: June 19, 2003

      

/s/    Heather A. Ellerkamp

           

Name:

Title:

  

Heather A. Ellerkamp

Director of Finance and Treasurer

 

7