UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
[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
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For transition period from __________ to __________
Commission file number 0-20945
ANTARES PHARMA, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1350192
------------------------------ ------------------------------------------
State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization
707 Eagle View Blvd, Suite 414, Exton, PA 19341
----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 458-6200
-------------
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: 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 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
amendment to this Form 10-K. [X]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 31, 2002, was approximately $12,981,501 (based upon the
last reported sale price of $3.90 per share on March 28, 2002, on the Nasdaq
Small Cap Market).
There were 9,161,188 shares of common stock outstanding as of March 31, 2002.
EXPLANATORY NOTE
This Annual Report on Form 10-K/A for the fiscal year ended December
31, 2001 is being filed solely to amend certain information contained in Item I
of Part I, and to correct certain exhibits to the Company's Form 10-K/A filed
with the Securities and Exchange Commission on September 19, 2002.
PART I
The second paragraph under the table on page 8 of the Company's Annual
Report on Form 10-K/A for the fiscal year ended December 31, 2001, filed with
the Securities and Exchange Commission on September 19, 2002, is hereby amended
to read as follows:
"In June 2000, the Company granted an exclusive license to BioSante to
allow BioSante to develop and commercialize four of the Company's gel technology
products for use in hormone replacement therapy in the United States, Canada and
other countries. BioSante paid the Company $1 million upon execution of the
agreement and is also required to pay the Company royalty payments once
commercial sales of the products have begun. The royalty payments are based on a
percentage of sales of the products and must be paid for a period of 10 years
following the first commercial sale of the products, or when the last patent for
the products expires, whichever is later. The agreement also provides for
milestone payments to the Company upon the occurrence of certain events related
to regulatory filings and approvals."
PART IV
The Exhibit List in the Company's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2001, filed with the Securities and Exchange
Commission on September 19, 2002, is hereby amended to read as follows:
"(c) Exhibits
The following is filed as an exhibit to Part I of this Form 10-K/A:
Exhibit No. Description
----------- -----------
3.1 Second Amended and Restated Articles of Incorporation
as amended to date (a)
3.2 Articles of Amendment Restating Articles of
Incorporation (g)
3.3 Second Amended and Restated Bylaws (a)
3.4 Certificate of Designations for Series A Convertible
Preferred Stock (d)
3.5 Certificate of Designations for Series B Convertible
Preferred Stock (i)
3.6 Certificate of Designations for Series C Convertible
Preferred Stock (g)
4.1 Form of Certificate for Common Stock (a)
2
4.2 Stock Warrant, dated January 25, 1996, issued to
Becton Dickinson and Company (a)
4.3 Stock Option, dated January 25, 1996, issued to
Becton Dickinson and Company (a)
4.6 Preferred Stock, Option and Warrant Purchase
Agreement, dated January 25, 1996, with Becton
Dickinson and Company (filed herewith as Exhibit
10.7) (a)
4.7 Warrant issued to Elan International Services, Ltd.
on November 10, 1998 (d)
4.8 Warrant issued to Grayson & Associates, Inc. on
September 23, 1999 (e)
4.9 Warrant issued to Plexus Ventures, Ltd. on September
12, 2000 (g)
4.10 Form of warrant issued to:
Aventic Partners AG on February 5, 2001
for 85,324 shares
Basellandschaftliche Kantonalbank on
February 5, 2001 for 85,324 shares
HCI Healthcare Investments Limited on
February 5, 2001 for 127,986 shares
Lombard Odier & Cie on March 5, 2001 for
127,986 shares (g)
10.0 Stock Purchase Agreement with Permatec Holding AG,
Permatec Pharma AG, Permatec Technologie AG and
Permatec NV with First and Second Amendments dated
July 14, 2000 (f)
10.1 Third Amendment to Stock Purchase Agreement, dated
January 31, 2001 (g)
10.2 Registration Rights Agreement with Permatec Holding
AG dated January 31, 2001 (g)
10.3 Registration Rights Agreement with Aventic Partners
AG, Basellandschaftliche Kantonalbank and HCI
Healthcare Investments Limited dated February 5,
2001, and Lombard Odier & Cie dated March 5, 2001 (g)
10.4 Office/Warehouse/Showroom Lease, dated January 2,
1995, including amendments thereto (a)
10.5 Exclusive License & Supply Agreement with
Bio-Technology General Corporation, dated December
22, 1999 (e)
10.6 Preferred Stock Purchase Agreement with
Bio-Technology General Corporation, dated December
22, 1999 (e)
10.7 Preferred Stock, Option and Warrant Purchase
Agreement, dated January 25, 1996, with Becton
Dickinson and Company (a)
10.8* Employment Agreement, dated January 31, 2001, with
Franklin Pass, M.D. (g)
10.9* Employment Agreement, dated March 12, 2001, with
Roger Harrison, Ph.D. (g)
10.10* Employment Agreement and Term and Compensation
Addendum for 2000, dated May 1, 2000, with Lawrence
Christian (g)
10.11* Employment Agreement and Term and Compensation
Addendum for 2000, dated May 1, 2000, with Peter
Sadowski (g)
10.12* Employment Agreement, dated May 31, 2000 with Dr.
Dario Carrara (i)
3
10.13* 1993 Stock Option Plan (a)
10.14* Form of incentive stock option agreement for use
with 1993 Stock Option Plan (a)
10.15* Form of non-qualified stock option agreement for
use with 1993 Stock Option Plan (a)
10.16* 1996 Stock Option Plan, with form of stock option
agreement (a)
10.17+ Development and License Agreement with Becton
Dickinson and Company, effective January 1, 1996
(terminated January 1, 1999). See Exhibit 10.21
(a)
10.18 Office - Warehouse lease with Carlson Real Estate
Company, dated February 11, 1997 (b)
10.19* 1998 Stock Option Plan for Non-Employee Directors
(c)
10.20* Letter consulting agreement dated February 20,
1998 with Geoffrey W. Guy (c)
10.21# Agreement with Becton Dickinson dated January 1,
1999 (d)
10.22 Securities Purchase Agreement with Elan
International Services, Ltd. dated November 10,
1998 (d)
10.23# License & Development Agreement with Elan
Corporation, plc, dated November 10, 1998 (d)
10.24 2001 Stock Option Plan for Non-Employee Directors
and Consultants (h)
10.25 2001 Incentive Stock Option Plan for Employees (h)
10.26* Consulting Agreement with JG Consulting AG dated
February 1, 2001 (i)
10.27 Office lease agreement with 707 Eagleview
Boulevard Associates, a Pennsylvania Partnership,
dated June 18, 2001 (i)
10.28** $2,000,000 Term Note with Dr. Jacques Gonella
dated February 20, 2002
10.29*** Securities Purchase Agreement, dated July 12,
2002, between Antares Pharma, Inc. and AJW
Partners, LLC; AJW/New Millennium Offshore Ltd.;
Pegasus Capital Partners, LLC; XMark Fund, L.P.;
XMark Fund, Ltd.; SDS Merchant Fund, LP; and OTATO
Limited Partnership.
10.30*** Registration Rights Agreement, dated July 12,
2002, between Antares Pharma, Inc. and AJW
Partners, LLC; AJW/New Millennium Offshore, Ltd.;
Pegasus Capital Partners, LLC; XMark Fund, L.P.;
XMark Fund, Ltd.; SDS Merchant Fund, LP; and OTATO
Limited Partnership.
10.31*** Security Agreement, dated July 12, 2002, between
Antares Pharma, Inc. and AJW Partners, LLC;
AJW/New Millennium Offshore, Ltd.; Pegasus Capital
Partners, LLC; XMark Fund, L.P.; XMark Fund, Ltd.;
SDS Merchant Fund, LP; and OTATO Limited
Partnership.
10.32*** Form of Secured Convertible Debenture, dated July
12, 2002.
10.33**** License Agreement with Solvary Pharmaceuticals BV,
dated June 9, 1999.
4
10.34**** License Agreement with BioSante Pharmaceuticals,
Inc., dated June 13, 2000.
10.35**** Amendment No. 1 to License Agreement with BioSante
Pharmaceuticals, Inc., dated May 20, 2001.
10.36**** Amendment No. 2 to License Agreement with BioSante
Pharmaceuticals, Inc., dated July 5, 2001.
10.37**** Amendment No. 3 to License Agreement with BioSante
Pharmaceuticals, Inc., dated August 28, 2001.
10.38**** Amendment No. 4 to License Agreement with BioSante
Pharmaceuticals, Inc., dated August 8, 2002. (j)
24.1++ Form of Confirming Statement, together with form
of Power of Attorney
99.1 Section 906 CEO and CFO Certification.
* Indicates management contract or compensatory plan
or arrangement.
** Previously filed as an Exhibit to our Form 10-Q
for the period ended March 31, 2002, filed with
the SEC on May 13, 2002.
*** Previously filed as the same numbered exhibit to
our Current Report on Form 8-K filed with the SEC
on July 17, 2002.
**** Confidential portions of this document have been
redacted and have been separately filed with
the Securities and Exchange Commission.
+ Pursuant to Rule 406 of the Securities Act of
1933, as amended, confidential portions of Exhibit
10.17 were deleted and filed separately with the
Securities and Exchange Commission pursuant to a
request for confidential treatment, which was
subsequently granted by the Securities and
Exchange Commission.
++ Previously filed as the same numbered exhibit to
our Form 10-K/A for the year ended December 31,
2001, filed with the SEC on September 19, 2002.
# Pursuantto Rule 24b-2 of the Securities Exchange
Act of 1934, as amended, confidential portions of
Exhibits 10.21 and 10.23 were deleted and filed
separately with the Securities and Exchange
Commission pursuant to a request for confidential
treatment.
(a) Incorporated by reference to the Registration
Statement on Form S-1 (File No. 333-6661), filed
with the Securities and Exchange Commission on
October 1, 1996.
(b) Incorporated by reference to Form 10-K for the
year ended December 31, 1996.
(c) Incorporated by reference to Form 10-K for the
year ended December 31, 1997.
(d) Incorporated by reference to Form 10-K for the
year ended December 31, 1998.
(e) Incorporated by reference to Form 10-K for the
year ended December 31, 1999.
(f) Incorporated by reference to the Proxy Statement
filed December 28, 2000.
(g) Incorporated by reference to Form 10-K for the
year ended December 31, 2000.
(h) Incorporated by reference to the Registration
Statement on Form S-8 (File No. 333-64480), filed
with the Securities and Exchange Commission on
July 3, 2001.
(i) Previously filed with our Form 10-K for the year
ended December 31, 2001, filed with the SEC on
April 15, 2002.
(j) Previously filed with our Form 10-K/A for the year
ended December 31, 2001, filed with the SEC on
September 19, 2002."
5
SIGNATURES
Pursuant to the requirements 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, in the City of Minneapolis, State of
Minnesota, on October 9, 2002.
ANTARES PHARMA, INC.
/s/ Roger G. Harrison
-------------------------------------
Roger G. Harrison, Ph.D.
Chief Executive Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this Report has been signed by the following persons on behalf of
the registrant in the capacities indicated on October 9, 2002.
Signature Title
--------- -----
/s/ Roger G. Harrison Chief Executive Officer and Director
--------------------------------- (principal executive officer)
Roger G. Harrison, Ph.D.
/s/ Lawrence M. Christian Vice President of Finance,
--------------------------------- Chief Financial Officer and Secretary
Lawrence M. Christian (principal financial and accounting officer)
* Director, Chairman of the Board
---------------------------------
Dr. Jacques Gonella
* Director, Vice Chairman of the Board
---------------------------------
Franklin Pass, M.D.
* Director
---------------------------------
Jim Clark
* Director
---------------------------------
Prof. Ubaldo Conte
* Director
---------------------------------
Dr. Philippe Dro
* Director
---------------------------------
John S. Gogol
Director
---------------------------------
Jacques F. Rejeange
* Director
---------------------------------
Dr. Thomas Rinderknecht
* By /s/ Lawrence M. Christian
----------------------------
Lawrence M. Christian,
Attorney in fact
6
Certifications
I, Roger G. Harrison, Ph.D., certify that:
1. I have reviewed this amended annual report on Form 10-K/A of Antares
Pharma, Inc.;
2. Based on my knowledge, this amended 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 amended annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this amended 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 amended annual report.
[Items 4, 5 and 6 omitted pursuant to the transition provisions of Release No.
34-46427.]
Date: October 9, 2002
/s/ Roger G. Harrison
--------------------------------------------
Roger G. Harrison, Ph.D.
Chief Executive Officer and President
7
I, Lawrence M. Christian, certify that:
1. I have reviewed this amended annual report on Form 10-K/A of Antares
Pharma, Inc.;
2. Based on my knowledge, this amended 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 amended annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this amended 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 amended annual report.
[Items 4, 5 and 6 omitted pursuant to the transition provisions of Release No.
34-46427.]
Date: October 9, 2002
/s/ Lawrence M. Christian
------------------------------------
Lawrence M. Christian
Chief Financial Officer , Vice
President - Finance and Secretary
8