-----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, UtwuygYnkvyIyXMmRnZz02fczmr/ObClVS5YojgY0YaupVIF7yeLOxVd1RkoD8/V t0lRYjcGabi/TFOQjtfdsw== 0000004310-99-000011.txt : 19990420 0000004310-99-000011.hdr.sgml : 19990420 ACCESSION NUMBER: 0000004310-99-000011 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALZA CORP CENTRAL INDEX KEY: 0000004310 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770142070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-06247 FILM NUMBER: 99596419 BUSINESS ADDRESS: STREET 1: 950 PAGE MILL RD STREET 2: PO BOX 10950 CITY: PALO ALTO STATE: CA ZIP: 94303-0802 BUSINESS PHONE: 4154945000 MAIL ADDRESS: STREET 1: 950 PAGE MILL RD STREET 2: PO BOX 10950 CITY: PALO ALTO STATE: CA ZIP: 94303 10-K405/A 1 10K/A TEXT 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, 1998 Commission File Number 1-6247 ALZA CORPORATION (Exact name of registrant as specified in its charter) Delaware 77-0142070 (State or other jurisdiction (I.R.S. Employer of incorporation of organization) Identification No.) 950 Page Mill Road, P.O. Box 10950, Palo Alto, CA 94303-0802 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 494-5000 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 Notes due 2014 (Zero Coupon-Subordinated) New York Stock Exchange 5% Convertible Subordinated Debentures New York Stock Exchange due 2006 Securities registered pursuant to Section 12(g) of the Act: Warrants (to purchase Common Stock at $65 per share) 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] State the aggregate market value of the voting stock held by non-affiliates of the registrant, as of March 19, 1999: $4,992,560,924. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 19, 1999: Title of Class Number of Shares Common Stock 100,701,006 DOCUMENTS INCORPORATED BY REFERENCE 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 6, 1999. ALZA CORPORATION AMENDMENT NO. 1 TO FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1998 TABLE OF CONTENTS Page ---- Amended signature page 3 SIGNATURES 4 NOTE: This Amendment No. 1 to the Form 10-K Annual Report is being filed in order to include the correct signature page (including powers of attorney) as signed by the members of the board of directors of ALZA Corporation. Powers of Attorney KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Ernest Mario and Bruce C. Cozadd, jointly and severally, his or her attorneys- in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 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 /s/ Dean O. Morton Dr. Ernest Mario Dean O. Morton Chairman of the Board of Director Directors, Director and Chief Date: March 26, 1999 Executive Officer Date: March 26, 1999 /s/ Dr. William R Brody /s/ Denise M. O'Leary Dr. William R. Brody Denise M. O'Leary Director Director Date: March 26, 1999 Date: March 26, 1999 /s/ William G. Davis /s/ Isaac Stein William G. Davis Isaac Stein Director Director Date: March 26, 1999 Date: March 26, 1999 /s/ Dr. Robert J. Glaser /s/ Julian N. Stern Dr. Robert J. Glaser Julian N. Stern Director Director Date: March 26, 1999 Date: March 26, 1999 /s/ Bruce C. Cozadd /s/ Dr. Craig I. Hendersen Bruce C. Cozadd Dr. I. Craig Henderson Senior Vice President, Director Chief Financial Officer Date: March 26, 1999 and Principal Accounting Officer Date: March 26, 1999 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the 10-K Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. ALZA CORPORATION /s/ Bruce C. Cozadd Bruce C. Cozadd Senior Vice President, Chief Financial Officer and Principal Accounting Officer April 16, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the Form 10-K Annual 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* /s/ Dean O. Morton* Dr. Ernest Mario Dean O. Morton Chairman of the Board of Director Directors, Director and Chief Date: April 16, 1999 Executive Officer Date: April 16, 1999 /s/ Dr. William R Brody* /s/ Denise M. O'Leary* Dr. William R. Brody Denise M. O'Leary Director Director Date: April 16, 1999 Date: April 16, 1999 /s/ William G. Davis* /s/ Isaac Stein* William G. Davis Isaac Stein Director Director Date: April 16, 1999 Date: April 16, 1999 /s/ Dr. Robert J. Glaser* /s/ Julian N. Stern* Dr. Robert J. Glaser Julian N. Stern Director Director Date: April 16, 1999 Date: April 16, 1999 /s/ Bruce C. Cozadd /s/ Dr. Craig I. Hendersen* Bruce C. Cozadd Dr. I. Craig Henderson Senior Vice President, Director Chief Financial Officer Date: April 16, 1999 and Principal Accounting Officer Date: April 16, 1999 *By: /s/ Bruce C. Cozadd Bruce C. Cozadd Attorney-in-fact Date: April 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----