-----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, AASWSHvKak1LxHILQ5YONWNmNVV/lIfohBFp/KIxqrIxallRDcQ24YH7f2mmEQbh O8fdjeHPfmke/byTLMO6YA== 0000891618-97-001978.txt : 19970501 0000891618-97-001978.hdr.sgml : 19970501 ACCESSION NUMBER: 0000891618-97-001978 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANGSTAT MEDICAL CORP CENTRAL INDEX KEY: 0000913610 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943076069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22890 FILM NUMBER: 97591678 BUSINESS ADDRESS: STREET 1: 1505 ADAMS DR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4153280300 MAIL ADDRESS: STREET 1: 1505 ADAMS DR CITY: MENLO PARK STATE: CA ZIP: 94025 10-K/A 1 AMENDMENT #1 TO FORM 10-K FOR YEAR ENDED 12/31/96 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 AMENDMENT NO. 1 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________ COMMISSION FILE NUMBER 0-22890 SANGSTAT MEDICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-3076-069 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR INCORPORATION) IDENTIFICATION NO.)
1505 ADAMS DRIVE MENLO PARK, CALIFORNIA 94025 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, ZIP CODE) Registrant's telephone number, including area code: (415) 328-0300 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock ($.001 par value per share) 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 a 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. [ ] The aggregate market value of voting stock held by non-affiliates of the Registrant, as of March 10, 1997 was approximately $340,153,573 (based on the closing price for shares of the Registrant's Common Stock as reported by the Nasdaq National Market System for the last trading day prior to that date). Shares of Common Stock held by each officer, director, and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. On March 10, 1997 approximately 13,139,870 shares of the Registrant's Common Stock, $.001 par value per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Not Applicable ================================================================================ 2 FORM 10-K/A AMENDMENT NO. 1 The undersigned Registrant hereby amends Item 11 of Part III, to read in full as follows: PART III ITEM 11. EXECUTIVE COMPENSATION SUMMARY OF CASH AND OTHER COMPENSATION The following table provides certain summary information concerning the compensation earned by the Company's Chief Executive Officer and four other most highly compensated executive officers of the Company serving as such as of the end of the last fiscal year whose compensation for such year was in excess of $100,000 for services rendered in all capacities to the Company and its subsidiaries for the 1996, 1995, and 1994 fiscal years. Such individuals will be hereafter referred to as the Named Executive Officers. No other executive officer who would otherwise have been includable in such table on the basis of salary and bonus earned for the 1996 fiscal year resigned or terminated employment during that fiscal year. SUMMARY COMPENSATION TABLE
LONG-TERM ANNUAL COMPENSATION COMPENSATION ---------------------------- -------------------- AWARDS -------------------- NUMBER OF SECURITIES ALL OTHER NAME AND SALARY BONUS UNDERLYING COMPENSATION PRINCIPAL POSITION YEAR ($) ($) OPTIONS ($)(1) - ------------------------------- ---- ------- ------- -------------------- ------------ Philippe Pouletty.............. 1996 250,000 110,000 35,000 11,470 President and 1995 200,000 75,000 110,000 9,618 Chief Executive Officer 1994 160,000 64,000 -- 10,342 David Winter................... 1996 170,000 31,620 -- 11,244 President and Chief Operating 1995 146,243(2) -- 125,000 7,582 Officer Ralph Levy..................... 1996 142,708 29,255 10,500 8,243 Vice President 1995 120,479 26,205 15,000 7,447 Operations 1994 107,854 23,708 -- 8,939 Roland Buelow.................. 1996 129,167 21,313 10,500 7,766 Vice President, 1995 120,000 29,625 25,000 6,415 Research 1994 111,000 23,310 -- 7,826 Robert Floc'h.................. 1996 117,286 14,000 10,500 9,266 Vice President, 1995 123,468 23,680 15,000 9,898 Pharmaceutical, 1994 103,828 19,727 -- 6,113 Development and General Manager, SangStat Atlantique
- --------------- (1) Represents the health insurance premiums paid on behalf of such individuals. (2) David Winter joined SangStat on February 20, 1995 as President and Chief Operating Officer. The stated salary is for the period February 20, 1995 through December 31, 1995. 3 3 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 Amendment to Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 30, 1997 SANGSTAT MEDICAL CORPORATION By: /s/ HENRY N. EDMUNDS ------------------------------------ Henry N. Edmunds, Ph.D. Vice President and Chief Financial Officer 4 4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Amendment on Form 10-K/A has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------------------- ----------------------------- --------------- * Chief Executive Officer April 30, 1997 - ------------------------------------------- and Chairman of the Board Philippe Pouletty, M.D. of Directors (Principal Executive Officer) * President and Chief April 30, 1997 - ------------------------------------------- Operating Officer David Winter, M.D. /s/ HENRY N. EDMUNDS Vice President, Chief April 30, 1997 - ------------------------------------------- Financial Officer Henry N. Edmunds, Ph.D. * Senior Vice President, April 30, 1997 - ------------------------------------------- Operations and Secretary Ralph Levy * Director April 30, 1997 - ------------------------------------------- Gordon Russell * Director April 30, 1997 - ------------------------------------------- Fredric J. Feldman, Ph.D. * Director April 30, 1997 - ------------------------------------------- Elizabeth Greetham * Director April 30, 1997 - ------------------------------------------- Richard D. Murdock * Director April 30, 1997 - ------------------------------------------- Andrew J. Perlman, M.D., Ph.D. * Director April 30, 1997 - ------------------------------------------- Vincent R. Worms *By: /s/ HENRY N. EDMUNDS -------------------------------------- Henry N. Edmunds, Attorney-In-Fact
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