-----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, UAd98jh/0sf3aG/KvC9iWc4q992uTnhmULRsUpr3jl7Vn4vYENAJSeZ5Nvxz3vgA cIRlXf+m+6GWXln+FGkQ1g== 0000899243-02-000885.txt : 20020415 0000899243-02-000885.hdr.sgml : 20020415 ACCESSION NUMBER: 0000899243-02-000885 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3 DIMENSIONAL PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000914201 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232716487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16019 FILM NUMBER: 02595211 BUSINESS ADDRESS: STREET 1: 665 STOCKTON DRIVE STREET 2: SUITE 104 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6104588959 MAIL ADDRESS: STREET 1: 665 STOCKTON DRIVE STREET 2: SUITE 104 CITY: EXTON STATE: PA ZIP: 19341 10-K405/A 1 d10k405a.txt AMENDMENT NO. 1 TO FORM 10-K405 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-K (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 For the transition period from __________to __________ Commission file number 000-30992 3-DIMENSIONAL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 23-2716487 (State of incorporation) (I.R.S. Employer Identification No.) Three Lower Makefield Corporate Center, Suite 300, 1020 Stony Hill Road, Yardley, PA 19067 (Address of principal offices including zip code) (267) 757-7200 (Registrant's telephone number including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None 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 the definitive proxy statement incorporated by reference in Part III of this annual report on Form 10-K or any amendment to this annual report on Form 10-K. [X] As of February 11, 2002, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $111,835,628. Such aggregate market value was computed by reference to the closing sale price of the Common Stock as reported on the Nasdaq National Market on such date. As of February 11, 2002, there were 22,494,902 shares of the registrant's Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the Registrant's 2002 Annual Meeting of Stockholders to be held on May 17, 2002, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference into Part III of this Report and certain exhibits are incorporated by reference into Part IV of this Report. - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Exhibit Number Description ------- ----------- 10.39 First Amendment to Lease between the Company and Eagleview Technology Partners dated October 24, 2000 (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K (File No. 000- 30992))./2/ 10.40 Agreement of Sublease between the Company and Advanced Medicine, Inc., dated December 13, 2000 (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K (File No. 000-30992))./2/ 10.41 Additional and Alternative Target Agreement between the Company and Boehringer Ingelheim Pharmaceuticals, Inc. dated April 20, 2001 (incorporated by reference to Exhibit 10.41 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter period ended June 30, 2001 (File No. 000-30992))./2/ 10.42 Amendment No. 1 dated May 16, 2001, to Discoverworks Drug Discovery Collaboration Agreement between the Company and Bristol-Myers Squibb Company, dated July 7, 2000 (incorporated by reference to Exhibit 10.42 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter period ended June 30, 2001 (File No. 000-30992))./2/ 10.43 Agreement of Lease dated June 14, 2001, between the Company and Cedar Brook Corporate Center, L.P. (incorporated by reference to Exhibit 10.43 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter period ended June 30, 2001 (File No. 000-30992)). 10.44 Amendment No. 2 dated October 4, 2001, to Research, Development and Commercialization Agreement between the Company and Centocor, Inc., dated December 29, 2000 (incorporated by reference to Exhibit 10.44 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter period ended September 30, 2001 (File No. 000-30992))./2/ 10.45 Agreement of Lease dated August 8, 2002, between the Company and Newtown Office Development III, L.P. (incorporated by reference to Exhibit 10.45 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter period ended September 30, 2001 (File No. 000-30992)). 10.46 Collaboration Research and Development Agreement dated October 25, 2001 between the Company and Athersys, Inc./4/,/5/. 10.47 Discoverworks Drug Discovery Collaboration Agreement dated December 28, 2001 between the Company and Janssen Pharmaceuticals and the R.W. Johnson Pharmaceutical Research Institute/4/,/5/. 10.48 License Agreement dated January 7, 2002 between the Company and GlaxoSmithKline plc, including Exhibit D consisting of a Stock Purchase Agreement and a Registration Rights Agreement between the Company and GlaxoSmithKline plc./4/,/5/. 11.1 Statements or computation of per share income (loss)./5/ 21.1 Subsidiaries of the Registrant (incorporated by reference to the Company's Annual Report on Form 10-K (File No. 000-30992)). 23.1 Consent of Arthur Andersen LLP./5/ 23.2 Consent of Richard A. Eisner & Company, LLP./5/ 99.1 Letter relating to Arthur Andersen LLP./3/
- -------- /1/Compensation plans or arrangements in which directors and executive officers are eligible to participate. /2/Confidential treatment granted with respect to portions of this exhibit. Omitted portions were filed separately with the Securities and Exchange Commission. /3/Filed herewith. /4/Confidential treatment has been requested with respect to portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. /5/Previously filed. (b) Reports on Form 8-K: None F-26 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. Date: March 29, 2002 3-Dimensional Pharmaceuticals, Inc. /s/ David C. U'Prichard By: _________________________________ David C. U'Prichard, Ph.D. Chief Executive Officer and Director
Name Title Date ---- ----- ---- /s/ David C. U'Prichard Chief Executive March 29, 2002 - ------------------------------------- Officer and David C. U'Prichard, Ph.D. Director (Principal Executive Officer) /s/ John M. Gill Chief Operating March 29, 2002 - ------------------------------------- Officer and John M. Gill Director (Principal Financial Officer) /s/ Scott M. Horvitz Vice President, March 29, 2002 - ------------------------------------- Finance and Scott M. Horvitz Administration (Principal Accounting Officer) /s/ F. Raymond Salemme President, Chief March 29, 2002 - ------------------------------------- Scientific Officer F. Raymond Salemme, Ph.D. and Director /s/ James H. Cavanaugh Director March 29, 2002 - ------------------------------------- - ------------------------------------- James H. Cavanaugh, Ph.D. James H. Cavanaugh, Ph.D. /s/ William Claypool. M.D. Director March 29, 2002 - ------------------------------------- - ------------------------------------- William Claypool, M.D. /s/ Zola P. Horovitz Director March 29, 2002 - ------------------------------------- - ------------------------------------- Zola P. Horovitz, Ph.D /s/ David R. King Director March 29, 2002 - ------------------------------------- - ------------------------------------- David R. King /s/ Joshua Ruch Director March 29, 2002 - ------------------------------------- - ------------------------------------- Joshua Ruch /s/ Harold R. Werner Director March 29, 2002 - ------------------------------------- - ------------------------------------- Harold R. Werner
Exhibit Number Description ------- ----------- 10.43 Agreement of Lease dated June 14, 2001, between the Company and Cedar Brook Corporate Center, L.P. (incorporated by reference to Exhibit 10.43 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter period ended June 30, 2001 (File No. 000-30992)). 10.44 Amendment No. 2 dated October 4, 2001, to Research, Development and Commercialization Agreement between the Company and Centocor, Inc., dated December 29, 2000 (incorporated by reference to Exhibit 10.44 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter period ended September 30, 2001 (File No. 000-30992))./2/ 10.45 Agreement of Lease dated August 8, 2002, between the Company and Newtown Office Development III, L.P. (incorporated by reference to Exhibit 10.45 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter period ended September 30, 2001 (File No. 000-30992)). 10.46 Collaboration Research and Development Agreement dated October 25, 2001 between the Company and Athersys, Inc./4/,/5/. 10.47 Discoverworks Drug Discovery Collaboration Agreement dated December 28, 2001 between the Company and Janssen Pharmaceuticals and the R.W. Johnson Pharmaceutical Research Institute/4/,/5/. 10.48 License Agreement dated January 7, 2002 between the Company and GlaxoSmithKline plc, including Exhibit D consisting of a Stock Purchase Agreement and a Registration Rights Agreement between the Company and GlaxoSmithKline plc./4/,/5/. 11.1 Statements or computation of per share income (loss)./5/ 21.1 Subsidiaries of the Registrant (incorporated by reference to the Company's Annual Report on Form 10-K (File No. 000-30992)). 23.1 Consent of Arthur Andersen LLP./5/ 23.2 Consent of Richard A. Eisner & Company, LLP./5/ 99.1 Letter relating to Arthur Andersen LLP./3/
- -------- /1/Compensation plans or arrangements in which directors and executive officers are eligible to participate. /2/Confidential treatment granted with respect to portions of this exhibit. Omitted portions were filed separately with the Securities and Exchange Commission. /3/Filed herewith. /4/Confidential treatment has been requested with respect to portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. /5/ Previously filed. EX-99.1 3 dex991.txt LETTER RELATED TO ARTHUR ANDERSEN EXHIBIT 99.1 March 27, 2002 Securities and Exchange Commission 450 5th Street N.W. Washington, DC 20549 Re: Exhibit 99 to Annual Report on Form 10-K: Representations Received From Arthur Andersen LLP Ladies and Gentlemen: 3-Dimensional Pharmaceuticals, Inc. ("3-DP") has received a representation letter from Arthur Andersen LLP ("Andersen"), 3-DP's independent public accountants, in connection with the issuance of Andersen's audit report included in 3-DP's Annual Report on this Form 10-K. In its letter, Andersen has represented to 3-DP that its audit of the consolidated financial statements of 3-DP referenced in its audit report was subject to Andersen's quality control system for the U.S. accounting and auditing practice to provide reasonable assurance that the engagement was conducted in compliance with professional standards and that there was appropriate continuity of Andersen personnel working on the audit and availability of national office consultation. Availability of personnel at foreign affiliates of Andersen was not relevant to Andersen's audit. Very truly yours, Scott M. Horvitz Vice President, Finance and Administration (Principal Accounting Officer) SMH/dac -----END PRIVACY-ENHANCED MESSAGE-----