-----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, EP01qK3v34YR3RhtBFqxUq1p6jEJ7Ye7YNP5Jjl3qjFBj/B5G7gDlBDa8wwXDE91 gTldXaAjfHyVv8J6FFxzWQ== 0001047469-99-026082.txt : 19990701 0001047469-99-026082.hdr.sgml : 19990701 ACCESSION NUMBER: 0001047469-99-026082 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGEN INTERNATIONAL INC /DE CENTRAL INDEX KEY: 0000916304 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 942852543 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-23252 FILM NUMBER: 99656940 BUSINESS ADDRESS: STREET 1: 16020 INDUSTRIAL DR CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019848000 MAIL ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: IGEN INC /CA/ DATE OF NAME CHANGE: 19931216 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 For Fiscal Year Ended March 31, 1999 -------------- Commission File Number 0-23252 ----------------- IGEN INTERNATIONAL, INC. ------------------------ (Exact name of registrant as specified in its charter) DELAWARE 94-2852543 - ------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 16020 INDUSTRIAL DRIVE, GAITHERSBURG, MD 20877 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 301/984-8000 ---------------------------------------------------------------------- (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 $0.001 PAR VALUE ----------------------------- (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 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. _ The aggregate market value of the voting and non-voting equity held by non-affiliates of the Registrant as of June 11, 1999, computed by reference to the closing sale price of such stock quoted on the Nasdaq National Market, was approximately $271,638,100. For the purposes of this calculation, shares owned by officers, directors and 5% shareholders known to the Registrant have been deemed to be owned by affiliates. The number of shares outstanding of the Registrant's Common Stock as of June 11, 1999 was 15,372,600. DOCUMENTS INCORPORATED BY REFERENCE The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K. Certain information required in Part III of this Annual Report on Form 10-K is incorporated from the Company's definitive Proxy Statement relating to its Annual Meeting of Shareholders to be held on September 15, 1999. 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. IGEN International, Inc. June 30, 1999 By: /s/ George V. Migausky --------------------------- Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ * Chief Executive Officer June 30, 1999 - ------------------------- (Principal Executive Officer); Samuel J. Wohlstadter Director /s/ George V. Migausky Vice President June 30, 1999 - ------------------------- and Chief Financial Officer George V. Migausky (Principal Financial and Accounting Officer) /s/ * President, Chief Operating June 30, 1999 - ------------------------- Officer; Director Richard J. Massey /s/ * Director June 30, 1999 - ------------------------ Edward Lurier /s/ * Director June 30, 1999 - ------------------------ William O'Neill /s/ * Director June 30, 1999 - ------------------------ Robert Salsmans * By: /s/ George V. Migausky ---------------------- George V. Migausky Attorney-in-Fact 55 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------ ----------------------- 2.1(4) Agreement and Plan of Merger effective November 19, 1996 (by virtue of a reincorporation), by and between IGEN, Inc., a California corporation (the "Company"), and IGEN International, Inc. a Delaware corporation (the "Registrant"). 3.1(4) The Registrant's Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on August 30, 1996. 3.2(4) The Registrant's Certificate of Designation of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on November 18, 1996. 3.3(8) The Registrant's Certificate of Designation of Series B Convertible Preferred Stock, as field with the Secretary of State of the State of Delaware on December 18, 1997. 3.4(4) The Registrant's Bylaws, as currently in effect. 4.1(7) Form of Specimen Right Certificate. 4.2(7) Rights Agreement, dated November 6, 1996, between the Registrant and The First National Bank of Boston. 4.3(9) Note Purchase Agreement between the Registrant and the purchasers named therein dated as of March 22, 1999. 10.1(1) Registration Agreement between the Registrant and the parties named therein dated March 17, 1988, as amended through March 30, 1993. 10.2(3) Form of Waiver and Amendment of Registration Agreement executed in December 1993, amending in certain respects the Registration Agreement dated as of March 17, 1988. 10.3(3) Agreement between the Registrant and The Perkin-Elmer Corporation dated March 30, 1990, with Addendum to Agreement dated February 21, 1991 (with certain confidential information deleted). 10.4(3) Agreement between the Registrant and Eisai Co., Ltd. dated May 25, 1990 (with certain confidential information deleted). 10.4.1(1) Supplemental Agreement between Eisai Co., Ltd. and the Registrant 10.5(3) License and Development Technology Agreement between the Registrant and Boehringer Mannheim GmbH dated September 23, 1992 (with certain confidential information deleted). 10.5.1(2) Advanced Royalty Agreement between the Registrant and Boehringer Mannheim GmbH dated January 9, 1997. 10.6(3) License Agreement between the Registrant and Hyperion Catalysis International ("Hyperion") dated October 10, 1993 as amended March 15, 1990. 10.7(3) Common Stock Purchase Agreement between the Registrant and Organon Teknika B.V. ("Organon") dated May 19, 1993.
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EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------ ----------------------- 10.8(3) License and Technology Development agreement between the Registrant and Organon dated May 19, 1993 (with certain confidential information deleted). 10.9(3) Agreement and Plan of Reorganization and Agreement and Plan of Merger between the Registrant and Molecular Displays, Inc. dated March 9, 1993. 10.103 Term Sheet for Consolidation of Research Projects between the Registrant and Proteinix Corporation dated December 14, 1993 (with certain confidential information deleted). 10.11(3) Term Sheet for consolidation of Cancer Research Projects between the Registrant and Pro-Neuron, Inc. dated December 14, 1993 (with certain confidential information deleted). 10.12(3) Join Venture Agreement between the Registrant and Hyperion dated May 28, 1993. 10.13(3) Product Development and Marketing Agreement between the Registrant, Hyperion and HyperGen dated May 29, 1993. 10.14(3) Form of Indemnity Agreement entered into between the Registrant and its directors and officers. 10.15(3) Registrant's 1985 Stock Option Plan, as amended, and related Form of Incentive Stock Option Grant and Form of Nonqualified Stock Option Grant. 10.16(5) Registrant's 1994 Stock Option Plan, and related Form of Incentive Stock Option Grant. 10.17(5) Registrant's 1994 Non-Employee Directors Stock Option Plan, and related Form of Incentive Stock Option Grant. 10.18(5) Lease Agreement between the Registrant and W-M 16020 Limited Partnership dated October 5, 1994. 10.19(5) Agreement for Purchase and Sale of Joint Venture Interest between the Registrant and Hyperion, dated December 28, 1994 10.20(6) Joint Venture Agreement, dated as of November 30, 1995, between Meso Scale Diagnostics, LLC ("MSD"), Meso Scale Technologies, LLC ("MST") and the Company. 10.21(6) Limited Liability Company Agreement, dated as of November 30, 1995, between MSD, MST and the Company. 10.22(6) IGEN/MSD License Agreement, dated as of November 30, 1995, between MSD and the Company. 10.23(6) Indemnification Agreement, dated as of November 30, 1995, between the Company and Jacob Wohlstadter. 10.24(8) Purchase Agreement for the Series B Convertible Preferred Stock between the Registrant and the purchasers named therein dated as of December 16, 1997. 10.25(8) Registration Rights Agreement between the Registrant and the purchasers named therein dated as of December 16, 1997. 11.1 Calculation of net loss per share. Filed herewith. 23.1(9) Consent of Deloitte & Touche LLP.
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EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------ ----------------------- 27.1 Financial Data Schedule.
- ------------ (1) Previously filed as an exhibit to the Registrant's Form 10-Q for the quarter ended September 30, 1997. (2) Previously filed as an exhibit to the Registrant's Annual Report on Form 10-K, as amended, for the fiscal year ended March 31, 1997. (3) Previously filed as an exhibit to the Registration Statement on Form S-1, as amended (Registration No. 33-72992) and incorporated by reference herein. (4) Previously filed as an exhibit to the Registrant's Form 10-Q for the quarter ended December 31, 1996. (5) Previously filed as an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1995. (6) Previously filed as an exhibit to the Registrant's Form 10-Q for the quarter ended December 31, 1995. (7) Incorporated by reference to Exhibit 1.1 of the Registrant's Form 8-A filed December 10, 1996. (8) Previously filed as an exhibit to the Registrant's Registration Statement on Form S-3, as amended (Registration No. 333-45355). (9) Previously filed as an exhibit to the Registrant's Annual Report on Form 10-K, for the fiscal year ended March 31, 1999. 58 EX-11.1 2 EXHIBIT 11.1 EXHIBIT 11.1 STATEMENTS REGARDING COMPUTATION OF EARNINGS PER SHARE
For the Years Ended March 31, 1999 1998 1997 ---- ---- ---- (In thousands, except per share amounts) Weighted Average Number of Shares of Common Stock Outstanding 15,318 15,116 14,959 Net Effect of Dilutive Stock Options -- -- -- -------- -------- -------- Weighted Average Shares Outstanding 15,318 15,116 14,959 -------- -------- -------- -------- -------- -------- Net Loss $(13,309) $(11,830) $(9,881) Less Accrued Convertible Preferred Stock dividend (1,980) (541) -- -------- -------- -------- Net Loss Attributable to Common Shareholders $(15,289) $(12,371) $(9,881) -------- -------- -------- -------- -------- -------- Net Loss Per Share Basic and Diluted $ (1.00) $ (0.82) $ (0.66) -------- -------- -------- -------- -------- --------
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