10-K/A 1 file10ka.txt FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 205494 ------------------------ FORM 10-K/A (X) AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-10173 ------------------------ HUNTINGDON LIFE SCIENCES GROUP plc (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ENGLAND AND WALES (JURISDICTION OF INCORPORATION OR ORGANIZATION) WOOLLEY ROAD, ALCONBURY, HUNTINGDON, PE28 4HS, CAMBRIDGESHIRE, ENGLAND (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: +44 1480 892000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED -------------------- ------------------------------ Ordinary Shares, par value National Association of Securities Dealers' 5 pence per share, in the Over the Counter Bulletin Board form of American Depositary Shares represented by American Depositary Receipts Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or Section 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 report), 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 of this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant at November 6, 2001 was approximately (pound)5,127,828. Indicate the number of outstanding shares of each of the Registrant's classes of common stock as of the latest practicable date. Ordinary Shares of 5 pence each as at November 6, 2001 293,510,294 EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A amends the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, and is being filed in order to include information in response to Item 12 in Part II of Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of Huntingdon Shares by (a) each person or entity who is known by the Company to own beneficially 5% or more of its outstanding Ordinary Shares as of March 2, 2001; and (b) each Director of Huntingdon and all Directors and Executive Officers as a group, as of November 6, 2001. Number of Huntingdon Shares Beneficially Percentage of Huntingdon Name and Address Owned Shares Outstanding 5% BENEFICIAL OWNERS Stephens Group, Inc.(1) 45,572,179 15.5% 111 Center Street Little Rock, AK 72201 Quilcap Corp.(2) 29,092,195 9.9% 153 E. 53rd Street New York, NY 10022 Oracle Partners LP(3) 23,333,333 7.9% 712 Fifth Avenue New York, NY 10019 OFFICERS AND DIRECTORS A. Baker 15,200,000(4) 5.17% F. Bonner 117,768(5) * B. Cass 6,000,000(6) 2.04% K. Cramer 8,817,000 3.00% J. Griffiths -- -- G. Balthazar -- -- J. Caldwell -- -- All Officers and Directors as a Group 30,134,768 10.27% ---------------------- * Less than one percent. (1) Warren Stephens is the president of Stephens Group, Inc. and may share beneficial ownership of the Huntingdon Shares beneficially owned by Stephens Group, Inc. (2) Parker Quillen is the president of Quilcap Corp. and may share beneficial ownership of the Huntingdon Shares beneficially owned by Quilcap Corp. (3) Larry Feinberg is the senior managing member of Oracle Partners LP and may share beneficial ownership of the Huntingdon Shares beneficially owned by Oracle Partners LP. (4) Includes 5,000,000 Huntingdon Shares that are subject to currently exercisable stock options and excludes 2,000,000 Huntingdon Shares that are subject to stock options that are not currently exercisable. (5) Includes 100,000 Huntingdon Shares that are subject to currently exercisable stock options and excludes 1,000,000 Huntingdon Shares that are subject to stock options that are not currently exercisable. (6) Includes 5,000,000 Huntingdon Shares that are subject to stock options that will become exercisable on 3 December 2001 and excludes 2,023,000 Huntingdon Shares that are subject to stock options that are not currently exercisable. SIGNATURE Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, this Amendment No. 1 to Annual Report on Form 10-K/A has been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated. HUNTINGDON LIFE SCIENCES GROUP plc (Registrant) By: /s/ Brian Cass Name: Brian Cass Title: Managing Director/Chief Operating Officer Date: November 8, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment on Form 10-K/A has been signed below by the following person in the capacities and on the dates indicated. Signature Title Date * Director, Chairman of the Board November 8, 2001 A. Baker * Director of Science & Technology November 8, 2001 F. Bonner /s/ B. Cass Director, Chief Operating Officer November 8, 2001 B. Cass * Director November 8, 2001 K. Cramer * Finance Director, Secretary November 8, 2001 J. Griffiths * Director November 8, 2001 G. Balthazar * Director November 8, 2001 J. Caldwell ------------------- * Power of Attorney through Brian Cass