10-K/A 1 ka2001.txt BODY OF 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A Mark One: [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission File Number 0-27324 SYNAPTIC PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 22-2859704 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 215 College Road Paramus, NJ 07652 (Address of principal executive offices) (Zip Code) (201) 261-1331 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share Rights to Purchase Series A Junior Convertible Preferred Stock, par value $.01 per share (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 the Report on Form 10-K for the fiscal year ended December 31, 2001. [ ] The approximate aggregate market value of the voting and non voting common equity held by non-affiliates of the registrant was approximately $40,300,000 as of February 15, 2002, based upon the closing price of the Common Stock as reported on The Nasdaq Stock Market on such date. For purposes of this calculation, shares of Common Stock held by directors, officers and stockholders whose ownership in the registrant is known by the registrant to exceed five percent have been excluded. This number is provided only for purposes of this report and does not represent an admission by either the registrant or any such person as to the status of such person. As of February 15, 2002, there were 10,969,990 shares of the registrant's Common Stock outstanding. EXPLANATORY NOTE This Form 10-K/A is being filed solely for the purpose of including Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2001. (i) SYNAPTIC PHARMACEUTICAL CORPORATION INDEX TO REPORT ON FORM 10-K/A FOR FISCAL YEAR ENDED DECEMBER 31, 2001 Part IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K..............................................1 (ii) Part IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) (1) Financial Statements Reference is made to the Index to Financial Statements under Item 8, Part II of the Annual Report on Form 10-K for the fiscal year ended December 31, 2001. (2) Financial Statement Schedules The Financial Statement Schedules have been intentionally omitted either because they are not required or because the information has been included in the notes to the Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2001. (3) Exhibits Exhibit No. Description ----------- ------------------------------------------------------- 3.2 Amended and Restated By-Laws of the Company, filed herewith (b) Reports on Form 8-K On November 27, 2001, we filed a Current Report on Form 8-K stating that we had issued a press release announcing the implementation of a CEO succession plan. 1 SIGNATURE PAGE 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. SYNAPTIC PHARMACEUTICAL CORPORATION Date: April 1, 2002 By: /s/ Kathleen P. Mullinix ---------------------------------------- Name: Kathleen P. Mullinix Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date --------------------------- -------------------------------- -------------- /s/ Kathleen P. Mullinix President and --------------------------- Chief Executive Officer March 18, 2002 Kathleen P. Mullinix, Ph.D. /s/ Edmund M. Caviasco Controller --------------------------- (Principal Accounting Officer) March 18, 2002 Edmund M. Caviasco * Director March 18, 2002 --------------------------- Stewart J. Hen * Director March 18, 2002 --------------------------- Zola P. Horovitz, Ph.D. * Director March 18, 2002 --------------------------- Jonathan S. Leff * Director March 18, 2002 --------------------------- John E. Lyons * Director March 18, 2002 --------------------------- Patrick J. McDonald * Director March 18, 2002 --------------------------- Alison Taunton-Rigby, Ph.D. * Director March 18, 2002 --------------------------- Robert L. Zerbe, Ph.D. * By: /s/ Kathleen P. Mullinix ------------------------------- Name: Kathleen P. Mullinix, Ph.D. Title: Attorney-in-Fact 2