-----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, CJxb5Z3ymVtIxpsmY2vhkXJsR33JuAfWywYycMH4/cf17EOSyod6fga9Wp7nBDnU J7tyCkhfECwxbbTQbpD76A== 0000950134-03-005509.txt : 20030408 0000950134-03-005509.hdr.sgml : 20030408 20030408172844 ACCESSION NUMBER: 0000950134-03-005509 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXEGENICS INC CENTRAL INDEX KEY: 0000944809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 752402409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26078 FILM NUMBER: 03643199 BUSINESS ADDRESS: STREET 1: 9000 HARRY HINES BLVD STREET 2: STE 330 CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2143532922 MAIL ADDRESS: STREET 1: 9000 HARRY HINES BLVD CITY: DALLAS STATE: TX ZIP: 75235 FORMER COMPANY: FORMER CONFORMED NAME: CYTOCLONAL PHARMACEUTICS INC /DE DATE OF NAME CHANGE: 19950503 10-K/A 1 d04055a1e10vkza.txt AMENDMENT TO FORM 10-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (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, 2002 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: 00-26078 eXegenics Inc. (Exact name of registrant as specified in its charter) DELAWARE 75-2402409 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2110 RESEARCH ROW 75235 DALLAS, TEXAS (Zip Code) (Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 358-2000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- N/A N/A
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.01 PAR VALUE 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 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. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X] The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) on March 17, 2003 was $10,478,970, based on the last sale price as reported by The Nasdaq Stock Market. As of March 17, 2003, the registrant had 16,184,486 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information required in Part III of this Annual Report on Form 10-K, filed on March 20, 2003 is incorporated from the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2003. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Explanatory Note This amendment is being filed to add a date and clarify language in the Consent of Eisner LLP, Which was filed as Exhibit 23.2 to the Annual Report on Form 10-K filed on March 20, 2003. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a)(3) Exhibits 23.2 -- Consent of Eisner LLP 99.1 -- Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 99.2 -- Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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. EXEGENICS INC. By: /s/ RONALD L. GOODE ------------------------------------ Name: Ronald L. Goode Title: Chairman, President and Chief Executive Officer Date: April 8, 2003 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 indicated below and on the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ---- By: /s/ RONALD L. GOODE Director, President and Chief April 8, 2003 ------------------------------------------ Executive Officer Ronald L. Goode (Principal Executive Officer) By: /s/ DAVID E. RIGGS Vice President, Finance April 8, 2003 ------------------------------------------ (Chief Financial Officer) David E. Riggs By: /s/ JOSEPH M. DAVIE Director April 8, 2003 ------------------------------------------ Joseph M. Davie By: /s/ ROBERT J. EASTON Director April 8, 2003 ------------------------------------------ Robert J. Easton By: /s/ GARY E. FRASHIER Director April 8, 2003 ------------------------------------------ Gary E. Frashier By: /s/ IRA J. GELB Director April 8, 2003 ------------------------------------------ Ira J. Gelb By: /s/ IRWIN C. GERSON Director April 8, 2003 ------------------------------------------ Irwin C. Gerson By: /s/ WALTER M. LOVENBERG Director April 8, 2003 ------------------------------------------ Walter M. Lovenberg
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.2 -- Consent of Eisner LLP 99.1 -- Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 99.2 -- Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
EX-23.2 3 d04055a1exv23w2.txt CONSENT OF EISNER LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-59490) pertaining to the 2000 Stock Option Plan of eXegenics Inc., formerly Cytoclonal Pharmaceutics, Inc., the Registration Statement (Form S-8 No. 333-11691) pertaining to the 1996 Stock Option Plan of eXegenics Inc., the Registration Statement (Form S-8 No. 333-86201) pertaining to the 1996 Stock Option Plan of eXegenics Inc., the Registration Statement (Form S-8 No. 333-37049) pertaining to the 1992 Stock Option Plan of eXegenics Inc., the Registration Statement (Form S-3 No. 333-66003), the Registration Statement (Form S-3 No. 333-33838) and the Registration Statement (Form SB-2 No. 333-91802) and related prospectuses of our report dated March 2, 2001, with respect to our audit of the financial statements for the year ended December 31, 2000 of eXegenics Inc included in the Annual Report (Form 10-K) for the year ended December 31, 2002. Also, we consent to the reference to our firm in the experts section in the Registration Statements on Form S-3 and SB-2. /s/ Eisner LLP (formerly Richard A. Eisner & Company, LLP) New York, New York March 14, 2003 EX-99.1 4 d04055a1exv99w1.txt CERTIFICATIONS PURSUANT TO SECTION 302 EXHIBIT 99.1 eXegenics INC. CERTIFICATION PURSUANT TO RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald L. Goode, certify that: 1. I have reviewed this annual report on Form 10-K/A of eXegenics 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 officer 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 officer 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 functions): (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 officer 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. /s/ RONALD L. GOODE -------------------------------------- Ronald L. Goode Chairman, President and Chief Executive Officer Date: April 8, 2003 eXegenics INC. CERTIFICATION PURSUANT TO RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David E. Riggs, certify that: 1. I have reviewed this annual report on Form 10-K/A of eXegenics 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 officer 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 officer 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 functions): (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 officer 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. /s/ DAVID E. RIGGS -------------------------------------- David E. Riggs Vice President Chief Financial Officer Date: April 8, 2003 EX-99.2 5 d04055a1exv99w2.txt CERTIFICATIONS PURSUANT TO SECTION 906 EXHIBIT 99.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of eXegenics, Inc., (the "Company"), does hereby certify, to such officer's knowledge, that: The Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002 (the "Form 10-K/A") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 8, 2003 Ronald L. Good Chairman, President and Chief Executive Officer Dated: April 8, 2003 David E. Riggs Vice President and Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----