10-K/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 Commission File Number 1-6247 ALZA CORPORATION (Exact name of registrant as specified in its charter) Delaware 77-0142070 (State or other jurisdiction of (I.R.S.Employer incorporation of organization) Identification No.) 1900 Charleston Road, P.O. Box 7210, Mountain View, CA 94039-7210 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 564-5000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock New York Stock Exchange 5 1/4% Liquid Yield Option-trademark- New York Stock Exchange Notes due 2014 (Zero Coupon-Subordinated) 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.[_] State the aggregate market value of the voting stock held by non-affiliates of the registrant, as of March 1, 2001: $9,089,328,452 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 1, 2001: Title of Class Number of Shares Common Stock 238,508,480 DOCUMENTS INCORPORATED BY REFERENCE Part I, Item 1 (with respect to financial information of operating segments) and Part II, Items 5, 6, 7, 7A and 8 are incorporated by reference to the 2000 Annual Report to Stockholders. Part III, Items 10, 11, 12 and 13 are incorporated by reference to the definitive proxy statement for the registrant's Annual Meeting of Stockholders to be held on May 3, 2001. ALZA CORPORATION FORM 10-K/A ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 TABLE OF CONTENTS Page Part IV. Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 3 SIGNATURES 6 EXHIBIT INDEX 8 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as part of this Annual Report on Form 10-K: 3. Exhibits: 3.1 Restated Certificate of Incorporation of ALZA Corporation filed with the Delaware Secretary of State on February 14, 1994 (1) 3.2 Composite Bylaws of ALZA Corporation as restated on February 10, 1994 and amended on August 11, 1994, February 16, 1995, February 15, 1996, August 13, 1996, February 10, 1998 and March 17, 1999 (2) 3.3 Certificate of Amendment of Restated Certificate of Incorporation of ALZA Corporation, filed with the Delaware Secretary of State on November 1, 2000 (12) 4.1 Indenture dated July 7, 1994 between ALZA Corporation and the Chase Manhattan Bank, N.A. as Trustee, relating to ALZA's 5 1/4% Liquid Yield Option-trademark- Notes (3) 4.2 Specimen of LYONs-trademark- Certificate (included in Exhibit 4.1) 4.3 Rights Agreement between ALZA Corporation and BankBoston, N.A., as Rights Agent (5) 4.4 Form of Right Certificate (included in Exhibit 4.6) 4.5 Indenture dated July 28, 2000 by and between ALZA Corporation and the Chase Manhattan Bank and Trust Company, N.A., as Trustee, relating to ALZA's Zero Coupon Convertible Subordinated Debentures (4) 4.6 Registration Rights Agreement, dated July 24, 2000, by and between ALZA Corporation, Credit Suisse First Boston Corporation, Chase Securities Inc. and Morgan Stanley & Co. Incorporated (4) 10.1 Amended and Restated Executive Deferral Plan II (6)* 10.2 Executive Deferral Plan II for Chief Executive Officer(7)* 10.3 Amendment No. 1998-1 to Executive Deferral Plan II (11)* 10.4 Amendment No. 1999-1 to Executive Deferral Plan II (11)* 10.5 Amendment No. 1999-2 to Executive Deferral Plan II (11)* 10.6 ALZA Corporation Amended and Restated Stock Plan (as amended through May 6, 1999)(8)* 10.7 Amendment No. 1 to ALZA Corporation Amended and Restated Stock Plan (11)* 10.8 Form of Executive Agreement between ALZA Corporation and Certain Executive Officers (9)* 10.9 Form of Amendment to Executive Agreement between ALZA Corporation and Certain Executive Officers(10)* 10.10 Executive Agreement between ALZA Corporation and Dr. Ernest Mario (8)* 10.11 Supplemental ALZA Corporation Retirement Plan(11)* 10.12 Form of Executive Estate Protection Plan Agreement(11)* 10.13 Form of Executive Estate Protection Plan Collateral Agreement (11)* 10.14 Lease Agreement between ALZA and P/A Charleston Road LLC for Building One of Charleston Road Development Project (a substantially identical lease is in effect for each of two other office buildings)(6) 10.15 Construction Agreement between ALZA and P/A Charleston Road LLC relating to three office building lease agreements (6) 10.16 Ground Lease between ALZA and the Peery and Arrillaga Trusts relating to a seven-acre parcel in Mountain View (6) 10.17 Amendment No. 2000-1 to Executive Deferral Plan I* 10.18 Amendment No. 2000-2 to Executive Deferral Plan I* 10.19 Amendment No. 2000-1 to Executive Deferral Plan II* 10.20 Amendment No. 2000-2 to Executive Deferral Plan II* 13 Portions of Annual Report to Stockholders incorporated by reference into Annual Report on Form 10-K (12) 21 Subsidiaries (12) 23 Consent of Ernst & Young LLP, Independent Auditors (12) _________________________________________________________________ Footnotes to pages 3 and 4 (1) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 1993. (2) Incorporated by reference to ALZA's Form 10-Q Quarterly Report for the quarter ended March 31, 1999. (3) Incorporated by reference to ALZA's Form 10-Q Quarterly Report for the quarter ended June 30, 1994. (4) Incorporated by reference to ALZA's Form S-3 Registration Statement (Commission File No. 333-46496) dated September 25, 2000, as amended. (5) Incorporated by reference to ALZA's Form 8-K Current Report filed December 21, 1999. (6) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 1997. (7) Incorporated by reference to ALZA's Form 10-Q Quarterly Report for the quarter ended September 30, 1993. (8) Incorporated by reference to ALZA's Form 10-Q Quarterly Report for the quarter ended June 30, 1999. (9) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 1995. (10) Incorporated by reference to ALZA's Form 10-Q/A Quarterly Report for the quarter ended June 30, 1999. (11) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 1999. (12) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 2000. *A management contract or compensatory plan or arrangement required to be filed as an Exhibit pursuant to Item 14(c) of Form 10-K. 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. ALZA CORPORATION By /s/ Matthew K. Fust Matthew K. Fust Senior Vice President, Chief Financial Officer and Principal Accounting Officer Date: April 17, 2001 SIGNATURES 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. /s/ Dr. Ernest Mario Dr. Ernest Mario Chairman of the Board of Directors, Director and Chief Executive Officer Date: April 17, 2001 /s/ Dr. William R. Brody* /s/ Dean O. Morton* Dr. William R. Brody Dean O. Morton Director Director Date: April 17, 2001 Date: April 17, 2001 /s/ Dr. Robert J. Glaser* /s/ Denise M. O'Leary* Dr. Robert J. Glaser Denise M. O'Leary Director Director Date: April 17, 2001 Date: April 17, 2001 /s/ Dr. I. Craig Henderson* /s/ Julian N. Stern* Dr. I. Craig Henderson Julian N. Stern Director Director Date: April 17, 2001 Date: April 17, 2001 /s/ Jerry T. Jackson* Jerry T. Jackson Director Date: April 17, 2001 *By: Matthew K. Fust Matthew K. Fust Attorney-in-fact Date: April 17, 2001 EXHIBIT INDEX Exhibit 10.17 Amendment No. 2000-1 to Executive Deferral Plan I 10.18 Amendment No. 2000-2 to Executive Deferral Plan I 10.19 Amendment No. 2000-1 to Executive Deferral Plan II 10.20 Amendment No. 2000-2 to Executive Deferral Plan II _______________________________