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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-K/A
(Amendment No. 2)
(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 31,2001
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-10824
Genome Therapeutics Corp.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2297484
(State or other jurisdiction of incorporation or (IRS employer identification number)
organization)
100 Beaver Street, Waltham, Massachusetts 02453
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (781) 398-2300
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.10 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. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of November 8, 2002 was approximately $37,795,944.
The number of shares outstanding of the registrant's common stock as of
November 8, 2002 was 23,066,072.
Documents Incorporated By Reference
Portions of the registrant's proxy statement for use at its Annual Meeting
to be held on June 19, 2002 are incorporated by reference into Part III.
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Introductory Note
This Annual Report on Form 10-K/A replaces Exhibit 10.61 of Form 10-K filed on
April 1, 2002.
1
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8K
(a) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (1) AND (2) See
"Index to Consolidated Financial Statements and Financial Statement Schedules"
appearing on page F-1.
(3) Exhibits
Exhibit
No. Description
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3 Restated Articles of Organization and By-laws/(1)/
3.1 Amendment dated January 5, 1982 to Restated Articles of
Organization/(2)/
3.2 Amendment dated January 24, 1983 to Restated Articles of
Organization/(3)/
3.3 Amendment dated January 17, 1984 to Restated Articles of
Organization/(4)/
3.4 Amendment dated October 20, 1987 to the By-laws/(8)/
3.5 Amendment dated December 9, 1987 to Restated Articles of
Organization/(9)/
3.6 Amendment dated October 16, 1989 to the By-law/(11)/
3.7 Amendment dated January 24, 1994 to Articles Restated Articles of
Organization/(14)/
3.8 Amendment dated August 31, 1994 to Restated Articles of
Organization/(14)/
3.9 Amendment dated March 15, 2001 to Restated Articles of
Organization/(33)/
3.10 By-Laws of Genome Therapeutics Corp (as amended through July 24,
2001)/(34)/
4.2 Form of Note dated March 5, 2002 received by Smithfield Fiduciary LLC
and the Tail Wind Fund, Ltd./(35)/
4.3 Form of Warrant received by Smithfield Fiduciary LLC and The Tail Wind
Fund, Ltd./(35)/
10.4 Incentive Stock Option Plan and Form of Stock Option Certificate/(1)/
10.6 Genome Therapeutics Corp. (f/k/a Collaborative Research) Incentive
Savings Plan/(6)/
10.7 Amendment dated November 4, 1986 to the Genome Therapeutics Corp.
(f/k/a Collaborative Research) Incentive Savings Plan dated March 1,
1985/(7)/
10.14 1991 Stock Option Plan and Form of Stock Option Certificate/(12)/
10.15 Lease dated November 17, 1992 relating to certain property in Waltham,
Massachusetts/(13)/
10.16 Lease dated June 3, 1993 relating to certain property in Waltham,
Massachusetts/(13)/
10.19 Employment Agreement with Robert J. Hennessey/(13)/
10.22 Lease Amendment dated August 1, 1994 relating to certain property in
Waltham, MA/(14)/
10.24 1993 Stock Option Plan and Form of Stock Option Certificate/(14)/
10.28 Agreement between the Company and AstraZeneca PLC (f/k/a Astra Hassle
AB) dated August 31, 1995/(16)/*
10.29 Collaboration and License Agreement between the Company, Schering
Corporation and Schering-Plough Ltd., dated as of December 6,
1995/(18)/*
10.30 Form of director Stock Option Agreement and schedule of director
options granted/(17)/
1
Exhibit
No. Description
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10.37 Lease amendment dated November 15, 1996 to certain property in
Waltham, MA/(19)/
10.38 Collaboration and License Agreement between the Company, Schering
Corporation and Schering-Plough Ltd., dated as of December 20,
1996/(20)/*
10.39 Credit agreement between the Company and Fleet National Bank dated
February 28, 1997/(21)/
10.40 Credit agreement between the Company and U S Trust (f/k/a Sumitomo
Bank, Limited) dated July 31, 1997/(22)/
10.41 Collaboration and License Agreement between the Company and Schering
Corporation, dated September 22, 1997/(23)/*
10.42 Collaboration and License Agreement between the Company and
Schering-Plough Ltd. dated September 22, 1997/(23)/*
10.43 Credit modification agreement between the Company and Fleet National
Bank, dated March 9, 1998/(24)/
10.44 1997 Directors' Deferred Stock Plan/(25)/
10.45 1997 Stock Option Plan/(25)/
10.46 Amended Employment Agreement with Robert J. Hennessey/(26)/
10.47 Collaboration and License Agreement between the Company and American
Home Products, Inc., acting through its Wyeth-Ayerst Division, dated
December 20, 1999/(27)/
10.49 Collaboration and License Agreement between Genome Therapeutics
Corporation and bioMerieux Incorporated dated as of September 30,
1999/(29)/
10.50 Registration Rights Agreement between the Company and bioMerieux
Alliance sa dated September 30, 1999/(30)/
10.51 Compound Discovery Collaboration Agreement, dated October 17, 2000
between the Company and ArQule, Inc./(31)/*
10.52 2001 Incentive Plan/(32)/
10.53 Stock Option Agreements with Steven M. Rauscher/(32)/
10.55 Employment Letter with Steven M. Rauscher/(34)/
10.56 Employment Letter with Stephen Cohen/(34)/
10.57 Employment Letter with Richard Labaudinere PhD/(34)/
10.58 Purchase Agreement dated March 5, 2002 among Smithfield Fiduciary LLC,
The Tail Wind Fund, Ltd. and the Company/(35)/
10.59 Registration Rights Agreement dated March 5, 2002 among Smithfield
Fiduciary LLC, The Tail Wind Fund, Ltd. and the Company/(35)/
10.60 Employment Letter with Robert J. Hennessey/(36)/
10.61 License and Supply Agreement between the Company and Biosearch Italia,
S.P.A., dated October 8, 2001/(38)/*
23. Consent of Arthur Andersen LLP Independent Public Accounts/(37)/
99.1 Risk Factors/(36)/
99.2 Letter to Commission Pursuant to Temporary Note 3T/(37)/
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* Confidential treatment requested with respect to a portion of this
Exhibit.
/(1)/ Filed as exhibits to the Company's Registration Statement on Form S-1
(No. 2-75230) and incorporated herein by reference.
/(2)/ Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 27, 1982 and incorporated herein by
reference.
/(3)/ Filed as exhibits to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 26, 1983 and incorporated herein by reference.
/(4)/ Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 25, 1984 and incorporated herein by
reference.
/(6)/ Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1985 and incorporated herein by reference.
/(7)/ Filed as exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1986 and incorporated herein by reference.
2
/(8)/ Filed as an exhibit to the Company's Annual Report on Form 10-K for
the year ended August 31, 1987 and incorporated herein by reference.
/(9)/ Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended November 28, 1987 and incorporated herein by
reference.
/(11)/ Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1989 and incorporated herein by
reference.
/(12)/ Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1992 and incorporated herein by
reference.
/(13)/ Filed as exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1993 and incorporated herein by
reference.
/(14)/ Filed as exhibits of the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1994 and incorporated herein by
reference.
/(16)/ Filed as an exhibit to the Company's Annual Report on Form 10-K/A3 for
the year ended August 31, 1995 and incorporated herein by reference.
/(17)/ Filed as an exhibit to the Company Registration Statement on Forms S-8
(File No. 33-61191) and incorporated herein by reference.
/(18)/ Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended November 25, 1995 and incorporated herein by
reference.
/(19)/ Filed as an exhibit to the Company's 10-K for fiscal year ended August
31, 1996 and incorporated herein by reference.
/(20)/ Filed as an exhibit to the Company's 10-Q/A for the quarter ended
March 1, 1997 and incorporated herein by reference.
/(21)/ Filed as an exhibit to the Company's 10-Q for the quarter ended May
31, 1997 and incorporated herein by reference.
/(22)/ Filed as an exhibit to the Company's 10-K for fiscal year ended August
31, 1997 and incorporated herein by reference.
/(23)/ Filed as exhibits to the Company's 10-Q for the quarter ended February
28, 1998 and incorporated herein by reference.
/(24)/ Filed as an exhibit to the Company's 10-Q for the quarter ended May
30, 1998 and incorporated herein by reference.
/(25)/ Filed as exhibits to the Company's Registration Statement on Forms S-8
(333-49069) and incorporated herein by reference.
/(26)/ Filed as an exhibit to the Company's 10-K for the fiscal year ended
August 31, 1998 and incorporated herein by reference.
/(27)/ Filed as an exhibit to the Company's 8-K filed on March 8, 2000 and
incorporated herein by reference.
/(29)/ Filed as an exhibit to the Company's 10-Q for the quarter ended
November 27, 1999 and incorporated herein by reference.
/(30)/ Filed as an exhibit to the Company's Registration Statement on Forms
S-3 (333-32614) and incorporated herein by reference.
/(31)/ Filed as an exhibit to the Company's 10-K for the quarter ended
November 25, 2000 and incorporated herein by reference.
/(32)/ Filed as an exhibit to the Company's Registration Statement on Form
S-8 (333-58274) and incorporated herein by reference./(31)/
/(33)/ Filed as an exhibit to the Company's 10-Q for the quarter ended
February 24, 2001 and incorporated herein by reference.
/(34)/ Filed as an exhibit to the Company's 10-Q for the quarter ended
September 29, 2001 and incorporated herein by reference.
/(35)/ Filed as an exhibit to the Company's 8-K filed on March 6, 2002 and
incorporated herein by reference.
/(36)/ Filed as an exhibit to the Company's 10-K for the fiscal year ended
December 31, 2001 and incorporated herein by reference.
/(37)/ Filed as an exhibit to the Company's Annual Report on Form 10-K/A1 for
the fiscal year ended December 31, 2001 and incorporated herein by
reference.
/(38)/ Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Genome Therapeutics Corp. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on November 12,
2002.
GENOME THERAPEUTICS CORP.
/S/ STEPHEN COHEN
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Stephen Cohen
Senior Vice President and Chief
Financial Officer