-----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, PEHPCRrmZCiA+SNTutNLfCNCSNCjKAdQif/gtxR1AE984C4ZOuaKhU9rjmm89pKB ZOAflE/OW1R5v/vh71huhQ== 0000927538-98-000009.txt : 19980612 0000927538-98-000009.hdr.sgml : 19980612 ACCESSION NUMBER: 0000927538-98-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980611 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGENICS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000835887 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133379479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-23143 FILM NUMBER: 98646171 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9147892800 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 10-K/A 1 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, 1997 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 000-23143 _______________ PROGENICS PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) _______________ Delaware 13-3379479 (State or other jurisdiction (I.R.S. Employer of Identification incorporation or organization) Number) 777 Old Saw Mill River Road Tarrytown, New York 10591 (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (914) 789-2800 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0013 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 state- ments incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] The aggregate market value of the voting stock held by non-affiliates of the Registrant on March 24, 1998 (based on the closing price of $20.50 on such date as reported on the Nasdaq National Market) was approximately $110 million.(1) As of March 24, 1998, 9,002,353 shares of Common Stock, $.0013 par value per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III-Portions of the Registrant's definitive Proxy Statement with respect to the Registrant's Annual Meeting of Stockholders, to be filed not later than 120 days after the close of the Registrant's fiscal year. (1)Calculated by excluding all shares that may be deemed to be beneficially owned by executive officers, directors and five percent shareholders of the Registrant, without conceding that all such persons are "affiliates" of the Registrant for purposes of the Federal securities laws. Progenics Pharmaceuticals, Inc. Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the fiscal year ended December 31, 1997 Table of Contents Page Explanatory Note 3 PART III Item 11. Executive Compensation 4 2 EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A of Progenics Pharmaceuticals, Inc. (the "Company") amends and restates Item 11 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. 3 PART III Item 11. Executive Compensation EXECUTIVE COMPENSATION The following table sets forth information regarding the aggregate compensation paid by the Company for the two fiscal years ended December 31, 1997 to the Company's Chief Executive Officer and other executive officers whose total compensation exceeded $100,000 during the last fiscal year: SUMMARY COMPENSATION TABLE Stock Fiscal Annual Compensation(1) Option Name and Principal Position Year Salary Bonus Grants Other(2) Paul J. Maddon, M.D., Ph.D 1997 $208,000 $200,000 - $1,662 Chairman of the Board, 1996 165,000 70,000 - 1,662 Chief Executive Officer, President and Chief Science Officer Robert J. Israel, M.D. 1997 185,000 45,000 75,000 shares - Vice President, Medical 1996 175,000 25,000 18,750 shares - Affairs Robert A. McKinney. 1997 105,000 21,000 40,000 shares - Vice President, Finance 1996 100,000 9,000 15,000 shares - and Operations and Treasurer _______________________________ (1)Annual compensation consists of base salary and bonus. As to each individual named, the aggregate amounts of all perquisites and other personal benefits, securities and property not included in the summary compensation table above or described below do not exceed the lesser of $50,000 or 10% of the annual compensation. (2)Other compensation consisted solely of an annual premium paid on a long-term disability policy. 4 The following table sets forth certain information relating to stock option grants to the executive officers named above during the fiscal year ended December 31, 1997: STOCK OPTION GRANTS DURING THE FISCAL YEAR ENDED DECEMBER 31, 1997
Percent Potential Realizable of Total Value at Assumed Number Option Annual Rates of of Shares Shares Exercise Market Stock Price Underlying Granted Price Price on Expir- Appreciation Options to Em- per Date of ation for Option Term Name Granted Ployees Share Grant Date 0% 5% 10% Paul J. Maddon, M.D., Ph.D - - - - - - - - Robert J. Israel, M.D..... 75,000 14.3% $4.00 $6.00 3/31/07 $150,000 $433,003 $867,184 18,750 3.6% 4.00 6.00 12/31/05 37,500 97,446 184,240 Robert A. McKinney........ 40,000 7.6% 4.00 6.00 3/31/07 $ 80,000 $230,935 $462,498 15,000 2.9% 4.00 6.00 12/31/05 30,000 77,957 147,392 _______________________________ During the 1997 fiscal year options to purchase 523,000 shares were granted to employees, including options with respect to 216,225 shares granted in 1996 and repriced in 1997. Based on the Company's estimate of the fair market value on the date of grant. The potential realizable value is calculated based on the term of the option at the time of grant (or, in the case of repriced options, on the remaining term of the option at the time of repricing). Stock price appreciation of 5% and 10% is assumed pursuant to rules promulgated by the Securities and Exchange Commission and does not represent the Company's prediction of its stock price performance. The potential realizable value at 5% and 10% appreciation is calculated by assuming that the market price appreciates at the indicated rate for the entire term of the option and that the option is exercised at the exercise price and sold on the last day of its term at the appreciated price. Granted in 1996 and repriced in April 1997.
The following table sets forth information as to the exercises of options during the fiscal year ended December 31, 1997 and the number and value of unexercised options held by the executive officers named above as of December 31, 1997: YEAR-END OPTION VALUES
Number of Shares Underlying Value of Unexercised Unexercised Options In-the-Money Options* Name Exercisable Unexercisable Exercisable Unexercisable Paul J. Maddon, M.D., Ph.D. 375,000 375,000 $3,205,228 $3,251,250 Robert J. Israel, M.D..... 38,438 111,562 $ 384,380 $1,115,620 Robert A. McKinney........ 53,250 54,250 $ 544,875 $ 542,500
_______________________________ * Based on a closing price of $14.00 on December 31, 1997 on the Nasdaq National Market. 5 Employment Agreements The Company has entered into an employment agreement with Paul J. Maddon, M.D., Ph.D. pursuant to which Dr. Maddon is to serve as Chairman of the Board, President, Chief Executive Officer and Chief Science Officer of the Company at an annual salary of $250,000 for 1998 to increase at a rate of 10% per year and a guaranteed minimum bonus of $15,000 per year. The agreement expires on December 15, 1998, but it is automatically renewed annually thereafter for up to five successive one-year periods unless either the Company or Dr. Maddon gives notice not to renew at least 90 days before the end of the initial term or any renewal term. Under the agreement, Dr. Maddon was also granted an option to purchase 750,000 shares of the Common Stock at exercise prices of $5.33 per share with respect to 664,774 shares and $5.87 per share with respect to 85,226 shares. The agreement provides that, upon termination by the Company without cause (as defined in the agreement), the Company will continue to pay Dr. Maddon's annual salary and minimum bonus through the end of the then current term. The Company has in effect an employment arrangement with Robert J. Israel, M.D. pursuant to which Dr. Israel is to serve as Vice President, Medical Affairs of the Company at an annual salary of $185,000 and is entitled to nine months' salary if his employment is terminated by the Company without cause. Compensation of Directors Directors do not receive compensation in their capacities as directors. All of the directors are reimbursed for their expenses in connection with their attendance at Board and committee meetings. In addition, Dr. Goff and Dr. Scheinberg receive annual compensation in the amounts of $30,000 and $24,000, respectively, for their services as members of the Company's Virology Scientific Advisory Board and Cancer Scientific Advisory Board, respectively. See also "Certain Transactions." Compensation Committee Interlocks and Insider Participation During the 1997 fiscal year, Charles A. Baker, Mark F. Dalton and Paul F. Jacobson, none of whom have ever been officers or employees of the Company, served as members of the Compensation Committee of the Company's Board of Directors. In March 1997, the Company entered into a loan guarantee agreement with two affiliates of Tudor Investment Corporation ("TIC"), of which Mr. Dalton serves as President and a director, wherein such affiliates agreed to guarantee the performance of the Company's obligations under a bank loan agreement that provided for borrowings of up to $2,000,000. In consideration for these guarantees, the Company issued to two affiliates of TIC warrants to purchase in the aggregate 70,000 shares of Common Stock at an exercise price of $4.00 per share. These warrants are immediately exercisable and expire in March 2002. In July 1997, the Company repaid $2.0 million in borrowings outstanding under the bank loan agreement, representing all borrowings thereunder. 6 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Progenics Pharmaceuticals, Inc. By: /s/ Robert A. McKinney Robert A. McKinney Vice President, Finance and Operations and Treasurer Date: June 10, 1998 -----END PRIVACY-ENHANCED MESSAGE-----