-----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, P9zi9+p6Nmz7HqtZajaBELhj6w1enRUXPqdoGWkg4pFIAcwwsQBYb5ZIMdJ2QdDF bdm1UCzv+OzooVCcLn10XA== 0000903893-97-000810.txt : 19970526 0000903893-97-000810.hdr.sgml : 19970526 ACCESSION NUMBER: 0000903893-97-000810 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970523 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAGEN INC CENTRAL INDEX KEY: 0000857171 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 043029787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11352 FILM NUMBER: 97613476 BUSINESS ADDRESS: STREET 1: 99 ERIE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174912527 MAIL ADDRESS: STREET 1: 99 ERIE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 10-K/A 1 AMENDMENT NO.1 TO FORM 10-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JULY 1, 1996 TO DECEMBER 31, 1996. COMMISSION FILE NUMBER: 1-11352 -------------------- DYNAGEN, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------------------- DELAWARE 04-3029787 -------- ---------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 99 ERIE STREET, CAMBRIDGE, MASSACHUSETTS 02139 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ------------------------ (617) 491-2527 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF CLASS ON WHICH REGISTERED -------------- ------------------- COMMON STOCK, $.01 PAR VALUE BOSTON STOCK EXCHANGE REDEEMABLE COMMON STOCK PURCHASE WARRANTS BOSTON STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: TITLE OF CLASS -------------- COMMON STOCK, $.01 PAR VALUE REDEEMABLE COMMON STOCK PURCHASE WARRANTS --------------------- 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, 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. [ ] AS OF MAY 21, 1997, 30,122,477 SHARES OF THE REGISTRANT'S COMMON STOCK, $.01 PAR VALUE, WERE ISSUED AND OUTSTANDING. THE AGGREGATE MARKET VALUE OF THE REGISTRANT'S VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF MAY 21, 1997, BASED UPON THE CLOSING PRICE OF SUCH STOCK ON THE NASDAQ STOCK MARKET'S SMALLCAP MARKET ("NASDAQ") ON THAT DATE ($1.28) WAS $35,252,451. ================================================================================ This Amendment No. 1 on Form 10-K/A to the Transition Report on Form 10-K, dated April 30, 1997, is being filed to include in Part II, Item 5 thereof the information required by Item 701 of Regulation S-K. Part II, Item 5 is hereby amended and restated in its entirety to read as indicated in this Amendment No. 1 on Form 10-K/A. -2- PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's Common Stock and Redeemable Common Stock Purchase Warrants ("Public Warrants") are traded principally on the Nasdaq SmallCap Market ("Nasdaq") under the symbols "DYGN" and "DYGNW," respectively, and on the Boston Stock Exchange under the symbols "DYG" and "DYGW," respectively. The Company's Class A Redeemable Common Stock Purchase Warrants ("Class A Public Warrants") traded principally on Nasdaq under the symbol "DYGNZ" and on the Boston Stock Exchange under the symbol "DYGZ" until they were redeemed on December 14, 1995. The following table sets forth, for the periods indicated, the range of quarterly high and low sale prices as reported on Nasdaq for the Company's Common Stock, Public Warrants and Class A Public Warrants.
CLASS A COMMON STOCK PUBLIC WARRANTS PUBLIC WARRANTS(1) ------------ --------------- ------------------ HIGH LOW HIGH LOW HIGH LOW ---- --- ---- --- ---- --- FISCAL 1995 - ----------- July 1 to September 30, 1994 $1.44 $ .53 $ .44 $ .13 $ .56 $ .13 October 1 to December 31, 1994 2.75 1.19 .75 .34 1.69 .47 January 1 to March 31, 1995 3.13 1.63 1.38 .38 2.25 .88 April 1 to June 30, 1995 4.63 2.13 2.63 .75 3.81 1.25 FISCAL 1996 - ----------- July 1 to September 30, 1995 6.55 1.63 5.00 .50 5.19 1.00 October 1 to December 31, 1995 3.88 1.88 2.81 1.00 2.81 .56 January 1 to March 31, 1996 3.66 2.19 2.44 1.13 -- -- April 1 to June 30, 1996 3.19 2.13 2.50 1.13 -- -- TRANSITION PERIOD - ----------------- July 1 to September 30, 1996 2.56 1.50 1.63 .88 -- -- October 1 to December 31, 1996 1.88 1.03 1.00 .16 -- --
- -------- (1) Redeemed on December 14, 1995. On April 24, 1997, the last reported sale prices of the Company's Common Stock and Public Warrants as reported on Nasdaq were $1.22 and $.50, respectively. As of April 24, 1997, based upon information from the Company's transfer agent, there were approximately 753 holders of record of the Company's Common Stock. As of such date, the Company estimates that there are approximately 12,000 beneficial holders of the Company's Common Stock. The Company has not declared or paid any cash dividends since its inception and does not anticipate paying any cash dividends to its stockholders in the foreseeable future. The Company currently intends to retain earnings, if any, to fund the development and future growth of its business. On July 24, 1996, the Company issued to Dr. Ian Ferrier and Steven Georgiev, directors of the Company, options to purchase an aggregate of 660,000 shares of Common Stock of the Company at an exercise price of $1.94, as compensation for their services as directors. The options become exercisable as to 25% of the shares subject thereto on July 24, 1997, as to an additional 35% of the shares subject thereto on July 24, 1998 and as to the remaining shares on July 24, 1999. As the options were issued in private transactions not involving a public offering, they were not required to be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) thereof. On October 28, 1996, the Company issued to Dr. Michael Sorell, a director of the Company, an option to purchase 330,000 shares of Common Stock of the Company at an exercise price of $1.31, as compensation for his services as a director. The option becomes exercisable as to 25% of the shares subject thereto on October 28, 1997, as to an additional 35% of the shares subject thereto on October 28, 1998 and as to the remaining shares on October 28, 1999. As the option was issued in a private transaction not involving a public offering, it was not required to be registered under the Securities Act, pursuant to Section 4(2) thereof. On December 10, 1996, the Company issued to Zach Spigelman, Rich Theriault and Shawn Basu, consultants providing services to the Company, warrants to purchase an aggregate of 100,000 shares of Common Stock of the Company at an exercise price of $1.41, as partial consideration for such services. In addition to such services, the consultants paid an aggregate of $300 for the warrants. The warrants are immediately exercisable as to 20% of the shares subject thereto, and the remaining shares become exercisable upon the achievement of certain performance milestones with respect to the FDA approval of certain of the Company's products. As the warrants were issued in a private transaction not involving a public offering, they were not required to be registered under the Securities Act, pursuant to Section 4(2) thereof. -3- 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 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cambridge, Commonwealth of Massachusetts on May 22, 1997. DYNAGEN, INC. By: /s/ Dhananjay G. Wadekar ------------------------------------- Dhananjay G. Wadekar Executive Vice President In accordance with 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.
Name and Signature Title(s) Date - ------------------ -------- ---- /s/ Dhananjay G. Wadekar Chairman of the Board, Executive Vice May 22, 1997 - --------------------------- President and Director Dhananjay G. Wadekar * President, Chief Executive Officer, May 22, 1997 - --------------------------- Treasurer and Director (Principal Dr. Indu A. Muni Executive, Financial and Accounting Officer) * Senior Vice President - Technology and May 22, 1997 - --------------------------- Director Dr. F. Howard Schneider - --------------------------- Director Steven Georgiev * Director May 22, 1997 - --------------------------- Dr. Ian R. Ferrier Director - --------------------------- Dr. Michael Sorell *By: /s/ Dhananjay G. Wadekar -------------------------- Dhananjay G. Wadekar Attorney-in-Fact
-----END PRIVACY-ENHANCED MESSAGE-----